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. Although the patents owned 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. GBC adopted EITF 00-10, "Accounting for Shipping and Handling Fees", in 2000 by restating financial statements beginning in 1998. Restating financial statements prior to 1998 was determined to be impractical.
2. Amounts represent per share amounts for both Common Stock and Class B Common Stock.

Sales for the Document Finishing Group decreased by $13.6 million or 6.5% 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 compensation of 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 continued 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 i n the Films Group's European commercial films business which increased 14%. The Office Products Group's sales decreased by $85.1 million or 22.5% in 2001 when compared to 2000, primarily due to lower sales of visual communications 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 $85.1 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. 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 44.5% (excluding inventory rationalization and write-down charges), compared to 44.9% in 2000. Despite significantly reduced manufacturing volumes, and with the exception of the Films Group, the gross profit margin percentage in each Group was either flat or up slightly 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.

10

During 2001, GBC recorded inventory rationalization and write-down charges of $8.8 million. These charges relate to the continuation of 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).

Total selling, service and administrative expenses decreased 10.3% in 2001 compared to 2000. Selling, service and administrative expenses decreased primarily due to lower program costs within the Office Products Group as a result of lower sales volumes. In addition, within the Office Products Group, selling expenses were down during 2001 compared to 2000 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 1.6 percentage points to 38.8% in 2001 compared to 2000 due to the lower level of sales.

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 $5.8 million after-tax charge ($7.3 million pre-tax), or $0.37 per share, 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 Asia/Pacific, Europe, Document Finishing, and Films Groups. During 2000, GBC recorded an after-tax restructuring charge of $0.3 million ($0.8 million pre-tax), or $0.02 per share, for expenses related to the restructuring of certain distribution operations in Europe (primarily employee severance costs). See Note 4 to the Condensed Consolidated Financial Statements for more information on restructuring charges.

During 2001, GBC incurred other unusual 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. 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. These items were classified as "Other" in the income statement and are included as a component of operating income presented below.

See note 4 to the Consolidated Financial Statements for more information on restructuring and other charges.

11

Operating income has been impacted by inventory rationalization and write-downs and other charges as follows (000's omitted):

Operating income for GBC's business segments is summarized below (000 omitted). This presentation of operating income excludes restructuring, interest expense, and other income and expense.

                               (1)     "Other" includes shared expenses not allocated to the specific segments, unallocated 
                                        goodwill amortization, corporate expenses, and the results for certain entities not assigned 
                                        to one of the other four segments.

Including the charges discussed above, operating income for 2001 decreased 65% or $36.2 million compared to 2000. The Document Finishing Group experienced a decline in operating income, in both absolute dollars and as a percentage of sales, due to the lower level of sales and the inventory rationalization and write-down charges. 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. The Office Products Group experienced a $17.0 million decrease in operating income during 2001 compared to 2000 due to the lower level of sales and inventory charges. Excluding the inventory charges, Europe essentially broke even in 2001 due to substantially lower operating costs resulting from the 1999 and 2000 restructurings. The change in "Other" operating income is primarily due to the higher level of expenses in 2001 (e.g. CEO transition, severance, and New Zealand) as discussed above.

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 of 

12

approximately $50 million combined with lower market interest rates during 2001 and an average lower interest rate spread on the Company's primary 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 10 to the Consolidated Financial Statements for more details.

GBC reported a net loss of ($19.5) million in 2001 [$(1.24) per diluted share] compared to net income of $2.4 million [$0.15 per diluted share] reported in 2000. Excluding the impact of restructuring and other special charges recorded during 2001 and 2000, earnings per share were $0.03 and $0.25, respectively. The change in net income before other charges is due to reduced operating income resulting from the lower level of sales and gross profit achieved by certain business units which was partially offset by lower interest expense. A reconciliation of basic EPS to EPS before restructuring and other special charges is as follows:

1. Represents costs associated with reducing and rationalizing the Company's SKU offerings. Expenses were recorded in cost of sales to reflect the estimated net realizable value of SKUs to be eliminated, along with a reduction to sales for expected product returns.
2. Restructuring charges are primarily related to facility closures in Ashland, Mississippi, Germany, Mexico, and Poland; and facility reductions in Amelia, Virginia, and the United Kingdom. The charges are primarily related to severance payments and asset write-downs.
3. For 2001, "Other charges" primarily relate to costs associated with the Company's CEO transition (e.g. severance to the former CEO, signing bonus to the new CEO, etc.) along with severance payments outside of the restructuring programs. For 2000, other charges primarily relate to expenses associated with Corporate strategic consulting and supply-chain management consulting.

Sales for the Document Finishing Group decreased by 0.7% in 2000 when compared to 1999. The decrease was due to lower sales in the domestic binding business as a result of low productivity in the direct sales force related to less-experienced sales personnel hired during the year. These decreases were partially offset by higher service revenues, increased dealer sales and an increase in sales of the Group's Mexican operations of approximately 15%. Sales in Mexico were impacted by the stronger Mexican Peso in 2000; excluding the impact of currency, sales in Mexico would have increased approximately 11.0%. The Films Group's sales increased by $2.5 million or 1.5% in 2000 when compared to 1999.  The sales increases were primarily due to higher volumes of laminating films in both the commercial and digital print finishing businesses. The Office Products Group's sales increased by $28.0 million or 8.0% in 2000 when compared to 1999. Excluding the impact of a higher level of customer returns in 1999, sales increased approximately 5.0%. The level of customer returns experienced during 1999 were above historical levels primarily as a result of changes to retail merchandising displays (Plan-O-Grams) and products during that period. Greater sales of writing boards and other visual communications products to the Group's commercial customers (wholesaler/distributor and contract stationers) was the primary driver behind the increased sales volumes. Net sales in Europe decreased by $30.3 million or 21.5% in 2000 when compared to 1999. Sales were significantly impacted by weaker exchange rates in the European currencies, the change in fiscal reporting in 1999 for certain European subsidiaries, and the dec ision to exit from certain unprofitable visual communications product lines in the United Kingdom. Excluding the impact of the aforementioned events, sales in Europe increased approximately 3.0% compared to the prior year.

14

The gross profit margin percentage in 2000 was 44.9%, a 3.5 percentage point increase compared to the Company's 41.4% gross profit margin percentage in 1999. With the exception of the Films Group, where gross profit margins were essentially flat in 2000 compared to 1999, margins increased in each of the Company's operating groups in 2000. The Document Finishing Group's gross profit margin percentage benefited from a program targeted to increase the price yield on product sales. Implementation of an extensive supply chain initiative improved the margins in the Office Products Group, which also benefited from a lower level of customer returns and manufacturing cost savings. Additionally, the Office Products Group had a favorable mix of higher-margin visual communications products in 2000. In Europe, the decision to exit the manufacturing of visual communications products favorably impacted the Group's gross profit margin.

Selling, service and administrative expenses increased 0.7% in 2000 compared to 1999. Expenses increased in the Document Finishing Group primarily due to the planned build-up and training of the direct sales force. Cost savings initiatives helped decrease expenses in the Films group. Within the Office Products Group, on an absolute dollar basis, spending on customer rebate and allowance programs increased as a result of the higher sales level; spending on such programs also increased slightly as a percentage of sales in 2000. In Europe, selling, service and administrative expenses declined significantly due to the lower level of sales and the weakened European currencies. As a percentage of sales, expenses in Europe declined modestly due to the restructuring efforts initiated beginning in 1999 and continuing into 2000. Corporate administrative expenses increased in 2000 due to higher compensation expenses resulting from the achievement of bonus targets as well as planned higher spending on informatio n systems (including e-commerce) projects.

During 1999, GBC recorded pre-tax charges of $22.1 million for inventory rationalization and write-down provisions. Approximately $16.0 million of these charges related to GBC's worldwide product line and SKU rationalization program, which focused on eliminating overlapping product lines and those with sub-par profitability. The remaining expense of $6.1 million was to write down the inventory of the visual communications business in the United Kingdom to its net realizable value.

During 1999, GBC recorded a provision of $8.5 million to write down intangible and long-lived assets, representing the write-off of goodwill associated with the Allfax acquisition which was completed in January 1998 along with the write-down of certain capital assets to their net realizable value.

15

Restructuring and Other Expenses

During 2000, GBC recorded a $0.8 million restructuring charge related to the final phase of the restructuring program initiated in 1999. In addition, $3.7 million of other expenses related to supply chain management and strategic consulting projects was recognized.

Operating income for GBC's business segments is summarized below (000 omitted). This presentation of operating income excludes restructuring expenses, interest expense, and other income and expense.

                                    (1)     "Other" includes shared expenses not allocated to the specific segments, 
                                              unallocated goodwill amortization, corporate expenses, and the results for 
                                              certain entities not assigned to one of the other four segments.

Operating income for 2000 increased $47.3 million compared to 1999. This comparison is significantly impacted by the $22.1 million of inventory rationalization and write-down charges recorded in 1999. Excluding the impact of these charges ($3.9 million), operating income in the Document Finishing Group was lower due to the fact that the improvement in gross profit margins was not enough to overcome the increase in selling, general and administrative expenses. Operating income for the Films Group was favorably impacted by higher sales along with lower selling, service and administrative costs. Excluding inventory rationalization and write-down charges, operating income in the Office Products Group increased $10.5 million as a result of the higher sales level and improved gross profit margins which more than offset slightly higher customer program costs along with higher administrative expenses. Costs incurred to exit the visual communications business in the United Kingdom, and inventory rationalization and write-down charges totaled $8.4 million in Europe. Excluding the impact of these charges, Europe's operating loss was reduced by $3.7 million to $3.9 million during 2000. Compared to 1999, the most significant reason for the reduced European loss was the exiting of the visual communications business in the United Kingdom. Excluding $4.0 million of inventory rationalization and write-down charges, the operating loss for the Other category was unfavorably impacted in 2000 by higher expenses related to information systems, compensation programs, and consulting fees as discussed above.

16

Interest Expense

Interest expense in 2000 was approximately flat compared to 1999. Average outstanding borrowings during 2000 were approximately $70.9 million lower than in 1999 as a result of repayments made throughout 2000. Lower interest expense resulting from the lower outstanding balances was offset by higher market interest rates during 2000, as well as higher interest rate spreads during 2000 resulting from the amendment of GBC's primary revolving credit facility in the fourth quarter of 1999.

Other expense was $2.1 million in 2000 compared to income of $0.6 million during 1999. The difference primarily relates to lower interest income during 2000, non-cash losses on the disposal of capital assets, and foreign exchange losses during 2000 compared to foreign exchange gains experienced during 1999.

GBC's worldwide effective income tax rate was 64.0% in 2000, compared to a benefit of 13.1% in 1999. The high effective tax rate in 2000 was due to an unfavorable mix of earnings and losses among GBC's foreign subsidiaries, and it was also impacted by the level of pretax earnings. The effective rate in 1999 results from the taxing jurisdictions in which the operating losses and special charges were generated, as well as certain operating losses which were not benefited as their realizability was considered to be unlikely. See Note 10 to the Consolidated Financial Statements for more details.

Net income, excluding expenses totaling $5.1 million before taxes [or $0.12 per diluted share] for special charges related to restructuring programs, consulting projects and non-cash losses on asset dispositions, was $4.3 million [or $0.25 per diluted share] in 2000. Comparable net income for 1999 was a loss of ($13.0 million) [or $0.83 per diluted share]. Net income after charges was $2.4 million [or $0.15 per diluted share], compared to a loss of ($56.7) million [or $3.60 per diluted share] in 1999.

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 and investing activities. Significant factors affecting liquidity are cash flows generated from operating activities, capital expenditures, customer financing 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, borrowings under GBC's revolving credit facilities and short-term borrowings from banks.

17

GBC had access to various U.S. and international credit facilities, including a multicurrency revolving credit facility established on January 13, 1997 (the "Revolving Credit Facility"or "Facility") and initially amended and restated on November 12, 1999 with a group of international institutions which provided for up to $410 million of revolving credit borrowings through its maturity date of January 13, 2002. Outstanding borrowings under the Revolving Credit Facility totaled $249.5 million at December 31, 2001. Offsetting a portion of these borrowings at December 31, 2001 were cash and short-term investments totaling $59.9 million.

Effective January 11, 2002, GBC further amended and restated the Revolving Credit Facility. The size of the Facility was reduced by $120 million, from $410 million to $290 million, and is comprised of a $90 million multicurrency revolving credit facility and term loans totaling $200 million. The maturity date of approximately $250 million of the Facility was extended until January 13, 2004, and the maturity date on approximately $40 million of the term loans has been extended to July 13, 2004. The Facility also provides for significantly higher interest rates than those payable under the previous facility, a reflection of current bank credit market conditions and the extended maturity. Interest rates on the facility are set at LIBOR plus 7%, except 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 LIBOR ("floating rate") interest exposure under the Facility. As of December 31, 2001, approximatel y $110 million of borrowings under the Facility were hedged. The one month LIBOR rate at December 31, 2001 was approximately 1.86%. A significant increase in LIBOR would result in increased interest expense on the unhedged portion of GBC's floating-rate debt.

As a result of the amendment and restatement of the Revolving Credit Facility in January 2002, GBC is subject to certain financial covenants beginning with the first quarter of 2002. Under the most restrictive covenants, GBC must meet certain minimum EBITDA targets, as well as leverage and interest coverage hurdles. In addition, future credit availability will be based on a "Borrowing Base" comprised of certain of its trade receivables and inventory. There will also continue to be 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.

Major capital projects in 2001 and 2000 included investments in facilities and equipment for a new commercial film plant in South Korea ($2.7 million in 2001 and $3.0 million in 2000), and approximately $4.1 million for implementation of business information systems in 2000, including GBC's e-commerce initiatives. Major projects in 1999 included the implementation of business information systems in Europe and the U.S. of $5.0 million, equipping and setting up three manufacturing facilities in the U.S. of $0.4 million in 1999, facilities to support the integration of GBC's office products business subsequent to the acquisition of Ibico, and tooling of new products.

Net cash provided by financing activities was $12.5 million during 2001, compared to $61.4 million of cash used in financing activities during 2000. In the latter part of 2001, management increased the Company's borrowings under the Revolving Credit Facility above normal levels to ensure adequate liquidity while finalizing the amendment of the Revolving Credit Facility. Approximately $52.8 million of borrowings were repaid in January 2002 upon the amendment of the Revolving Credit Facility. Excluding these additional borrowings at December 31, 2001 GBC would have reported a reduction in debt of approximately $40.8 million during 2001. During 2000, GBC made debt repayments of $56.8 million.

GBC has been restricted from paying dividends under the terms of the 1999 amendment and restatement of the Revolving Credit Facility, and therefore no dividends were paid during 2001 and 2000.

GBC's primary contractual cash obligations consist of principle payments on debt obligations and operating lease obligations. The table below summarizes GBC's contractual obligations at December 31, 2001 (in millions):

20

At December 31, 2001, GBC had the following commercial financial commitments:

Approximately $4.1 million of standby letters of credit which primarily support domestic workers compensation claims and import purchases for several of the Company's international subsidiaries;

A standby letter of credit of $0.6 million supporting working capital borrowings for a less-than-50%-owned joint venture in India; and

A guarantee of approximately $1.1 million supporting working capital borrowings for a 50% owned joint venture in Australia.

The terms of the letters of credit expire during 2002.

GBC has also guaranteed the borrowings of certain wholly-owned international subsidiaries at December 31, 2001. Total guarantees were approximately $9.1 million, and outstanding borrowings against the guaranteed facilities were approximately $8.2 million.

GBC has several customers within 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 $5-15 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.

GBC is exposed to market risk from changes in foreign currency exchange rates and interest rates which may affect the results of its operations and financial condition. GBC seeks to manage these risks through its regular operating and financing activities, and when deemed appropriate, through the use of derivative financial instruments. GBC does not use any derivative instruments

21

for trading or other speculative purposes and is not a party to any leveraged financial instruments. The methods used by GBC to assess and mitigate the market risks discussed herein should not be considered projections of future events and exposures.

The majority of GBC's exposures to currency movements are in Europe, the Asia/Pacific, Canada and Mexico, and the significant hedging transactions related to these areas outstanding as of December 31, 2001 are presented below. All of the outstanding contracts have maturity dates in 2002. 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 of foreign currencies and the purchase of U.S. dollars. Selected information related to GBC's foreign exchange contracts as of December 31, 2001 is as follows (in millions):

(1)     As of December 31, 2001, GBC had recorded unrealized losses of approximately $1.0 million in its income statement related to hedges of intercompany loans (hedge accounting has not been applied to these transactions). Unrealized gains of approximately $0.8 million related to hedges of intercompany inventory purchases have been recorded in Other Comprehensive Income.

As a result of GBC's funding program for its global activities, GBC has various debt obligations that pay interest on the basis of fixed and floating rates. GBC utilizes an interest rate management program to reduce its exposures to floating interest rates and achieve a desired risk 

22

profile. To accomplish this objective, GBC currently hedges these exposures by using interest rate swap and cap agreements.

Refer to Notes 1, 2, 6 and 7 of the Consolidated Financial Statements for additional discussion of GBC's foreign exchange and financial instruments.

Euro

GBC's existing derivative instruments are primarily designated as cash flow hedges, to hedge cash flows related to future variable rate interest payments, cash flows in foreign currencies with respect to settlement of intercompany payables by GBC's foreign subsidiaries, and foreign currency cash flows related to the financing of GBC's foreign operations. GBC implemented both SFAS No.'s 133 and 138 as of January 1, 2001. Hedge accounting has been applied to all of GBC's derivative instruments except the foreign currency cash flow hedges related to intercompany loans between GBC's foreign and domestic subsidiaries. The adjustments to GBC's balance sheet and income statement as a result of adopting these standards were not significant.

Beginning in the first quarter of 2002, GBC will implement EITF Issue No. 01-09 "Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor's Products)." The consensus on this issue 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. Currently GBC records the costs of such sales incentives as selling expenses in its income statement. Upon implementation, these costs will be recorded as a reduction of sales. There will be no change to operating income; however, operating margins will increase. If GBC had implemented EITF 01-09 in 2001, it would have resulted in a decrease in net sales of 

24

approximately $72 million, along with an offsetting reduction in selling, service and administrative expenses of $72 million. Operating income would have been unchanged.

GBC had no acquisitions during the past three years.

26

29

30