Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:

Many of the equipment and supply products manufactured and/or sold by GBC and certain application methods related to such products are covered by United States and foreign patents either owned by GBC or licensed from others. Although the patents owned or licensed by GBC are highly important to its business, GBC does not consider its business to be significantly dependent on any of those patents.

The Company has registered the GBC, Quartet, Ibico, Pro-Tech, Shredmaster, Sickinger, VeloBind and Bates trademarks in the United States and numerous foreign countries and considers those trademarks material to its business. GBC has also registered numerous other important trademarks related to specific products in the United States and many foreign countries; however, GBC does not consider its business dependent on any of those trademarks.

* Per the latest report from the Transfer Agent. Each security dealer holding shares in a street name for one or more individuals is counted as only one shareholder of record.

1. In 2002, GBC adopted EITF 01-09, "Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor's Products)." Prior period financial statements have been restated to reflect this change.
2. Amounts represent per share amounts for both Common Stock and Class B Common Stock.
3. In 2002, GBC adopted SFAS No. 142, "Goodwill and Other Intangible Assets" (SFAS No. 142). The cumulative effect of accounting change related to the adoption of SFAS No. 142 was $79.0 million, net of taxes.

The Office Product Group's products are sold through indirect channels including office products superstores, contract/commercial stationers, wholesalers, mail order, and retail dealers. The Document Finishing and Films Groups' products and services are primarily sold to the general office markets, commercial reprographic centers, educational and training markets, commercial printers and government agencies.

Between 1995 and 1998, GBC grew rapidly through a series of acquisitions. While the acquired entities contributed a significant amount of revenue to GBC, they also added significant new infrastructure and high debt levels. Further, integration of the acquisitions proved more difficult than management expected. Recognizing these issues, in 1999, the Company began implementation of a multi-phase process with the goal of returning GBC to long-term profitability. The first phase of the program included rationalization of SKU's and facilities, as well as headcount reductions. In 2000, GBC's operating results improved, and its debt levels were reduced. While the overall economic environment had a negative impact on the Company's results in 2001, GBC management continued to move forward with Phase II of the profit improvement program. In the fourth quarter of 2001, after a comprehensive six-month 

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operational review, the Company launched its "Operational Excellence Program." This program is based upon a continuous improvement process which uses the "80/20 principles" of simplification, segmentation and intense focus. The goals of this program include: a) focusing on greater profitability and long-term revenue growth; b) streamlining and improving worldwide infrastructure; and c) generating cash to increase financial flexibility. The program has produced positive results in 2002 and is expected to continue with further operational and financial improvements in 2003, although there can be no assurance that such improvement will continue and to what extent. The savings from this program have helped to offset the effect of a challenging sales environment, fund investments related to new sales, marketing and product development initiatives, and reduce the Company's debt levels.

The Office Products Group's sales increased by $9.0 million or 4.0% in 2002 when compared to 2001. The increase was primarily related to higher sales of certain supply items to retail customers. Sales for the Document Finishing Group decreased by $8.6 million or 4.4% in 2002 when compared to 2001. The Group was negatively impacted by weak equipment sales as a result of lower corporate capital spending, along with lower sales of custom supply products due to reduced corporate spending on meetings, training and presentations. The Films Group's sales decreased by $6.8 million or 4.5% in 2002 when compared to 2001. The sales decline was primarily due to lower sales of commercial laminating and digital print finishing supplies in the U.S. market. Sales of commercial laminating films have been negatively impacted by weakness in the book publishing market, while the digital print finishing business has experienced lower corporate spending for advertising, trade shows and media presentations. Net sales in Euro pe decreased $4.7 million or 4.7% in 2002 when compared to 2001, partially due to planned customer and product rationalization, along with overall economic weakness in Europe.

The Company's gross profit margin percentage in 2002 was 39.6% compared to 37.6% in 2001. Compared to the prior year, gross profit margin percentages increased in all business groups, 

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except for Document Finishing, which was negatively impacted by a shift in the mix of revenues to certain lower-margin products. The improvement in business unit gross profit margin, despite lower manufacturing volumes, is primarily a result of selective price increases and GBC's continuing emphasis on efficiencies and cost reductions through its Operational Excellence Program. Additionally, the Company's overall gross profit margin improved in 2002 due to a significantly lower level of inventory rationalization and write-down charges compared to 2001.

Total selling, service and administrative expenses decreased $5.4 million in 2002 when compared to 2001. As a percentage of sales, selling, service and administrative expenses decreased 0.3 percentage points to 32.3% in 2002 compared to 2001. With the exception of the Office Products Group, which experienced a planned increase in spending on new product development and marketing programs, each of GBC's business groups realized lower expenses or remained relatively flat in 2002 when compared to 2001. The decreases were primarily due to lower variable selling expenses and cost management programs.

Operating Income

Segment operating income for GBC's business groups, which is calculated as net sales less product cost of sales, selling, service and administrative expenses and amortization of other intangibles, is summarized below (000's omitted):

Operating income in the Office Products Group increased $2.8 million due to higher sales and gross profit margin percentage, which were partially offset by higher planned selling, service and administrative expenses. The Document Finishing Group experienced a decrease of $3.6 million in operating income as lower selling, service and administrative expenses did not fully offset the lower level of sales. Operating income for the Films Group decreased $0.7 million due to the lower level of sales. The increase of $2.0 million in the Europe Group's operating income during 2002 compared to the loss in 2001 was due to lower selling, service and administrative expenses. The results of "Other" operations improved in 2002 due to: a) improved operating earnings in GBC's Asia/Pacific operations; and b) more favorable variances and provisions at shared manufacturing facilities.

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During 2002, GBC recorded inventory rationalization and write-down charges of $1.0 million. These charges related to product line rationalization and reflects an adjustment to the realizable value of certain products which the Company decided to discontinue in 2001. During 2001, GBC recorded inventory rationalization and write-down charges of $8.8 million. These charges relate to product line rationalization and efforts to reduce the number of SKU's offered. Three of the Company's business groups accounted for the majority of the charges: Document Finishing ($3.1 million), Office Products ($1.8 million), and Europe ($3.8 million).

Effective January 1, 2002, GBC implemented SFAS No. 142, which eliminates the amortization of goodwill and indefinite-lived intangible assets for current and future periods. Prior periods are not restated for this change. As a result, there was no goodwill amortization reported in 2002, while 2001 included goodwill amortization of approximately $9.7 million.

In 2001, GBC launched its Operational Excellence Program. Activities undertaken in connection with this program have resulted in restructuring and other expenses in both 2002 and 2001.

The purpose of the restructuring was to align manufacturing and distribution capacity with customer demand and to reduce other infrastructure costs as the Company implemented organizational changes. Note 5 to the consolidated financial statements includes details of the components and more information related to the restructuring charge. Approximately $6.2 million of the 2002 charge is related to items that will be settled in cash, primarily over one year. Management expects that sufficient cash will be generated from operations to settle restructuring obligations as they come due.

During 2002, GBC recorded a pre-tax restructuring charge of $8.0 million for expenses primarily related to: a) the closure of a plant in Buffalo Grove, Illinois; b) further downsizing and repositioning of a facility in Amelia, Virginia; c) severance costs associated with the creation of the Commercial Consumer Group; and d) charges related to reorganization of certain Corporate and other support functions.

Restructuring activities in 2001 resulted in a $7.3 million pre-tax charge for expenses related to: a) the closing of manufacturing, warehouse and administrative facilities in Ashland, Mississippi, Germany, and Mexico; b) the shutdown of operations in Poland; c) facility reductions in Amelia, Virginia and the United Kingdom; and d) workforce reductions in the Company's Europe, Document Finishing, and Films Groups, as well as in the Asia / Pacific businesses.

During 2002, GBC incurred $1.1 million in other expenses primarily related to costs associated with the transition of production from the closed and down-sized facilities to other GBC facilities.

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During 2001, GBC incurred other charges of $6.2 million primarily related to contractual severance payments and other benefits to be paid to GBC's former CEO ($2.4 million), a signing bonus and other transition expenses for GBC's new Chairman and CEO ($1.6 million), and severance costs to be paid to the Company's former CFO and others ($1.1 million). In addition, GBC recorded a $1.1 million non-cash loss on the sale of the assets of its New Zealand operations.

Interest Expense

Interest expense increased by $2.7 million to $39.9 million in 2002 compared to 2001. The increase in interest expense primarily resulted from higher effective interest rates during 2002 on GBC's Revolving Credit Facility, which were only partially offset by lower average borrowings.

Other expense was ($0.2) million in 2002 compared to income of $1.0 million during 2001. In 2002, GBC recorded non-cash losses of $1.1 million on the sale of a previously closed facility in Mexico, and $1.1 million on the disposal of GBC's investment in an Indian joint venture. The losses were partially offset by net interest income of $0.9 million received in connection with the settlement of a US Federal income tax refund claim, as well as currency gains recognized in 2002 due to the weakening US dollar and the translation of US dollar liabilities. In 2001, other income primarily consisted of interest income.

Effective January 1, 2002 GBC implemented SFAS No. 142, "Goodwill and Other Intangible Assets." In accordance with SFAS No. 142, the Company 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, net of tax), primarily related to the impairment of goodwill in the Office Products Group.

GBC recorded income tax expense of $2.0 million in 2002 on pre-tax income of $1.1 million, compared to a benefit of $4.8 million in 2001. The 2002 tax provision included: a) the write-off of $1.5 million in deferred tax assets in the first quarter of 2002; b) the receipt of a $0.9 million income tax refund in the second quarter of 2002, and c) an increase in 2002 pre-tax earnings over 2001.

In 2002, new US tax legislation enabled GBC to carry back its 2001 domestic tax loss to 1996 and 1997. The carryback generated a $7.5 million tax refund and reduced previously utilized tax credits. The tax credits became deferred tax assets which GBC was not able to use before the expiration of the carryover period. The resulting write-off of these deferred tax assets created additional income tax expense of $1.5 million. GBC settled a U.S. Federal income tax 

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contingency resulting in a refund of approximately $0.9 million which is reflected as a reduction to GBC's 2002 income tax provision.

See note 11 to the consolidated financial statements for more information on income taxes.

GBC reported a net loss of ($80.0) million in 2002, or $(5.04) per basic and diluted share, compared to a net loss of ($19.5) million, or $(1.24) per basic and diluted share in 2001. The net loss in 2002 is due primarily to the Cumulative Effect of Accounting Change of $79.0 million, net of taxes. The Company also had a higher effective income tax rate in 2002 compared to 2001 (see note 10 to the consolidated financial statements for more information on income taxes), along with higher interest expenses. These items were partially offset in 2002 by higher gross profit margins (including inventory rationalization and write-down charges), lower selling service and administrative expenses, and lower restructuring and other costs compared to 2001. Additionally, due to the implementation of SFAS No. 142, goodwill is no longer amortized beginning in 2002.

The Office Products Group's sales decreased by $68.8 million or 23.4% in 2001 when compared to 2000, primarily due to lower sales of visual display products (writing boards, bulletin boards, and easels) to commercial customers. The demand for such products often tracks the office furniture market which experienced similar sales declines in 2001. In addition, of the $68.8 million decline, approximately $26 million of the decline was due to the Group's previously-announced decision to exit from the sale of certain retail shredder and writing board products. The Group exited the sale of such products because the products did not meet profitability targets. Sales for the Document Finishing Group decreased by $14.0 million or 6.7% in 2001 when compared to 2000. Approximately half of the sales decline resulted from lower sales of equipment as customers reduced capital-related spending. The remainder of the decline was in supply items which were affected by the Company's prior decision to reduce the compensa tion of 

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its sales force for supply sales. The Films Group's sales decreased by $16.7 million or 10% in 2001. The decrease was primarily due to lower sales of commercial laminating films to the Group's North America publishing industry customers, along with weakness in the Group's digital print finishing business. Sales to publishing customers were negatively impacted by weak industry demand. The digital print finishing business was affected by lower spending for advertising, trade shows, and media presentations. The weakness experienced in the North American publishing and digital print finishing business was somewhat offset by higher sales in the European commercial films business which increased 14%. Net sales in Europe, after considering the impact of currency fluctuations, were roughly flat in 2001 when compared to 2000. The decrease in sales of the Other segment was primarily due to currency fluctuations in the Asia/Pacific countries.

The Company's overall gross profit margin percentage in 2001 was 37.6% compared to 39.2% in 2000. Despite significantly reduced manufacturing volumes, and with the exception of the Films Group, the gross profit margin percentage in each Group was flat in 2001 compared to 2000. This was achieved through continued implementation of supply-chain and other cost management programs, along with effective scaling of manufacturing to meet demand. Gross profit margins were negatively impacted in the Films Group as a result of market pricing pressures and lower manufacturing volumes. The Company's gross profit margin was negatively affected in 2001 as a result of inventory rationalization and write-down charges of $8.8 million.

Total selling, service and administrative expenses decreased 8.3% in 2001 compared to 2000. Selling, service and administrative expenses decreased as a result of lower sales volumes, as many expenses were either adjusted to reflect the lower level of sales or are directly variable with sales. As a percentage of sales, selling, service and administrative expenses increased 1.9 percentage points to 32.6% in 2001 compared to 2000 due to the lower level of sales.

Segment operating income for GBC's businesses, which is calculated as net sales less product cost of sales, selling, service and administrative expenses and amortization of other intangibles, is summarized below (000's omitted).

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Segment operating income for 2001 decreased 23.9% or $23.8 million compared to 2000. The Office Products Group experienced a $14.4 million decrease in operating income during 2001 compared to 2000 due to the lower level of sales. The Document Finishing Group also experienced a decline in operating income, in both absolute dollars and as a percentage of sales, as a result of a lower level of sales. Operating income for the Films Group, in both absolute dollars and as a percentage of sales, decreased due to market pricing pressures, higher raw material costs, and lower manufacturing volumes. Europe's results improved in 2001 due to substantially lower operating costs following the 1999 and 2000 restructuring activities.

During 2001, GBC recorded inventory rationalization and write-down charges of $8.8 million. These charges relate to GBC's product line rationalization and efforts to reduce the number of SKU's offered. Three of the Company's business groups accounted for the majority of the charges: Document Finishing ($3.1 million), Office Products ($1.8 million), and Europe ($3.8 million).

In connection with the Operational Excellence Program and other activities, GBC recognized restructuring and other expenses in both 2001 and 2000.

Restructuring activities in 2001 resulted in a $7.3 million charge for expenses related to: a) the closing of manufacturing, warehouse and administrative facilities in Ashland, Mississippi, Germany, and Mexico; b) the shutdown of operations in Poland; c) facility reductions in Amelia, Virginia and the United Kingdom; and d) workforce reductions in the Company's Europe, Document Finishing, and Films Groups, as well as in the Asia/Pacific businesses. During 2000, GBC recorded an after-tax restructuring charge of $0.8 million for expenses related to the restructuring of certain distribution operations in Europe.

During 2001, GBC incurred other charges of $6.2 million, primarily related to contractual severance payments and other benefits paid to GBC's former CEO ($2.4 million), a signing bonus and other transition expenses for GBC's new Chairman and CEO ($1.6 million), and severance costs to be paid to the Company's former CFO and others ($1.1 million). In addition, GBC recorded a $1.1 million non-cash loss on the sale of the assets of its New Zealand operations. In 2000, GBC recorded $3.7 million in expenses related to its supply chain initiatives in the Office Products Group and Corporate strategic consulting services.

See note 5 to the consolidated financial statements for more information on restructuring and other charges.

Interest Expense

Interest expense decreased by $8.4 million to $37.2 million in 2001 compared to 2000. The reduction in interest expense resulted from lower average outstanding debt balances 

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of approximately $50 million combined with lower market interest rates during 2001 and an average lower interest rate spread on the Company's Revolving Credit Facility.

Other income was $1.0 million in 2001 compared to expense of $2.1 million during 2000. The difference primarily relates to lower foreign exchange losses and higher interest income during 2001 compared to 2000.

GBC's worldwide effective tax rate was a benefit of 19.9% in 2001, compared to an expense rate of 64.0% in 2000. The change in the rate from 2000 to 2001 is due to the jurisdictions in which GBC generated earnings and losses during the current year. The rate was significantly impacted by restructuring and other special charges incurred in 2001 and the relatively low level of pre-tax earnings in 2000. See note 11 to the consolidated financial statements for more details.

GBC reported a net loss of ($19.5) million in 2001, or $(1.24) per basic and diluted share compared to net income of $2.4 million, or $0.15 per basic and diluted share in 2000. The 2001 net loss was primarily the result of: a) the inventory rationalization and write-down charges of $8.8 million; b) an increase in restructuring charges of $6.4 million; c) other charges of $6.2 million. In addition, in 2001 reduced operating income was lower than 2000 due to the lower level of sales and gross profit achieved by certain business units. These items were partially offset in 2001 by lower interest expense compared to 2000.

Liquidity and Capital Resources

Management assesses the Company's liquidity in terms of its overall debt capacity and ability to generate cash from operations to fund its operating activities, capital needs and debt service requirements. Significant factors affecting liquidity are cash flows generated from operating activities, capital expenditures, interest and debt service requirements, adequate bank lines of credit and financial flexibility to attract long-term capital with satisfactory terms. GBC's primary sources of liquidity and capital resources are internally-generated cash flows, and borrowings under GBC's revolving credit facility.

GBC's primary source of liquidity is a multicurrency revolving credit facility established on January 13, 1997 with a group of international financial institutions (the "Facility") which was initially amended and restated on November 12, 1999, and further amended and restated on January 11, 2002. GBC reduced the size of the Facility through the second amendment and restatement by $120 million, from $410 million to $290 million (comprised of a $90 million multicurrency revolving credit facility and term loans totaling $200 million). The maturity date 

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on approximately $250 million of the Facility was extended until January 13, 2004, and the maturity date on approximately $40 million of the term loans was extended to July 13, 2004.

The January 2002 amendment provided for significantly higher interest rates than those payable under the previous amended and restated facility, a reflection of bank credit market conditions at the time of the amendment and the extended maturity. Interest rates on the Facility are variable and are set at LIBOR plus 7%, except for the term loans expiring on July 13, 2004 which carry a rate of LIBOR plus 8%.

GBC has entered into interest rate swap agreements to hedge a portion of its floating rate interest exposure under the Facility related to LIBOR. As of December 31, 2002, approximately $80 million of borrowings under the Facility were hedged. The one-month LIBOR rate at December 31, 2002 was approximately 1.38%. A significant increase in LIBOR would result in increased interest expense on the unhedged portion of GBC's floating-rate debt.

In December 2002, GBC amended the Facility to provide the flexibility to create additional credit facilities with new potential lenders. The Company now has the ability to obtain additional financing by leveraging assets that are not secured by the Facility. The great majority of any proceeds received from any such financing would be used to make additional prepayments on the Facility.

During 2002, the Company made voluntary prepayments totaling $30 million which reduced the amount outstanding under the term loans that mature on January 13, 2004. Also, in December 2002, GBC voluntarily reduced the size of the revolving credit portion of the Facility to $80 million from $90 million. As a result of these actions, the size of the Facility at December 31, 2002 was a total of $250 million, and outstanding borrowings at that time totaled $170 million. Under the terms of the Facility, the size of the revolving credit portion of the Facility will be further reduced to $60 million on July 13, 2003.

GBC is subject to certain financial covenants under the Facility. Under the most restrictive covenants, GBC must meet certain minimum EBITDA (as defined below) targets, as well as leverage and interest coverage ratios. In addition, the amount of credit availability is based on a "Borrowing Base" comprised of certain of the Company's trade receivables and inventory. There also are restrictions on dividend payments, acquisitions, additional indebtedness, and capital expenditures. Substantially all of the assets of General Binding Corporation and its domestic subsidiaries remain pledged as collateral, as well as a portion of the equity in certain foreign subsidiaries.

Net cash used in financing activities was $78.9 million during 2002, compared to $12.0 million of cash provided by financing activities during 2001. In the latter part of 2001, management increased the Company's borrowings under the Facility above normal levels to ensure adequate liquidity while finalizing the amendment of the Facility. Approximately $52.8 million of borrowings were repaid in January 2002 upon the amendment of the Facility. Excluding these additional borrowings at December 31, 2001, GBC would have reported a reduction in debt of approximately $25.3 million during 2002.

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GBC has been restricted from paying dividends since the 1999 amendment and restatement of the Facility, and therefore no dividends were paid during 2002, 2001 and 2000.

As a result of recent unfavorable asset returns and a decline in market interest rates, at December 31, 2002 the Company recorded a reduction of approximately $10.2 million to Other Comprehensive Income ("OCI"), which is a component of stockholders' equity, in order to establish an additional minimum liability for one of its defined benefit pension plans. This adjustment had no impact on the Company's results of operations. As required by SFAS No. 87, "Employers' Accounting for Pensions," if the accumulated benefit obligation ("ABO") relating to a pension plan exceeds the fair value of the plans' assets, the company's established liability for the plan must be at least equal to the unfunded ABO. Depending on market conditions and interest rate movements in the future, additional charges to OCI might be required based on valuations performed at future measurement dates. Based on the most recent valuation of the plan, GBC will be required to make additional annual contributions in the amount of approxim ately $0.4 million to fund the plan shortfall. This additional contribution could increase or decrease in future years based upon market conditions.

GBC sources many of its laminating machines from GMP Co. Ltd ("GMP"), a company whose manufacturing facility is located in the Republic of Korea. GBC also has an equity ownership interest in GMP of approximately 20%. While GBC has a long-term supply contract with GMP, there can be no assurance that GMP will be able to continue to fulfill any or all of its obligations to the Company. GMP's ability to fulfill GBC's requirements for laminating machines could be affected by Korean and other regional and worldwide economic, political and governmental conditions. Additionally, GMP has a highly leveraged capital structure. In order to ensure the continuation of its operations, GMP will need to obtain adequate sources of financing. There can be no assurance that such financing will continue to be available. GBC has recently accelerated its payment terms to GMP to provide them with liquidity assistance. It is not certain if GBC will continue to provide such assistance in the future. If GMP wer e unable to supply GBC with laminating machines, there are alternative sources available. However, changing suppliers for the laminating machines manufactured by GMP would require lead times of a duration that could result in a disruption of supply. If GBC's supply chain were disrupted, the Company's results of operations and its financial position would be negatively impacted. GBC's investment in GMP at December 31, 2002 is approximately $8.5 million. If GMP were to fail or be unable to fulfill its obligations to GBC, the Company could have to write-off all or parts of its investment in GMP. While such a write-off would be non-cash in nature, it would negatively impact GBC's ability to remain in compliance with certain financial covenants under the Facility.

GBC's primary contractual cash obligations consist of principal payments on debt obligations and operating lease obligations. The table below summarizes GBC's contractual obligations at December 31, 2002 (in millions):

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At December 31, 2002, GBC had commercial financial commitments of approximately $4.7 million consisting of standby letters of credit which primarily support domestic workers compensation claims and a real estate operating lease on one of the Company's facilities. The terms of the letters of credit expire during 2003 and early 2004.

GBC has several customers of the Office Products Group which, in the normal course of business, make significant purchases from the Company. Trade receivable balances from these customers have ranged from $5.0-$15.0 million. As a result, at any point in time, GBC may have a significant concentration of its accounts receivable balance among this customer group. To mitigate the credit risk among this group of customers, management closely monitors trends in the office products market, as well as the financial condition and payment trends of these customers. However, should one or more of those customers fail, such failure could have a material adverse affect on GBC's financial position and results of operations.

The majority of GBC's exposures to currency movements are in Europe, the Asia/Pacific region, Canada and Mexico, and the significant hedging transactions related to these areas outstanding as of December 31, 2002 are presented below. All of the outstanding contracts have maturity dates in 2003. Increases and decreases in the fair market values of the forward agreements are completely offset by changes in the values of the net underlying foreign currency transaction exposures. GBC's contracts are primarily for the sale or purchase of foreign currencies in exchange for U.S. dollars. Selected information related to GBC's foreign exchange contracts as of December 31, 2002 is as follows (all items except exchange rates in millions):