---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2003

0-2604(Commission File Number)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)



Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes XNo ____

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the latest practicable date.

Indicate by checkmark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

Yes XNo ____

Outstanding atClass
    November 6, 2003Common Stock, $0.125 par value
    13,606,799Class B Common Stock, $0.125 par value
    2,398,275


---

GENERAL BINDING CORPORATION AND SUBSIDIARIESFORM
10-QFor the Quarter Ended September 30, 2003Table of Contents

PART I
    Financial Information
    
    PageItem 1.
    Financial StatementsCondensed Consolidated Balance Sheets as of September 30,2003 and
      December 31, 2002
    
    2Condensed Consolidated Statements of Income for the threeand nine
      months ended September 30, 2003 and 2002
    
    3Condensed Consolidated Statements of Cash Flows for thenine months
      ended September 30, 2003 and 2002
    
    4Notes to Condensed Consolidated Financial Statements
    
    5Item 2.
    Management's Discussion and Analysis of Financial Condition and Results
      of Operations
    
    20Item 3.
    Quantitative and Qualitative Disclosures About Market Risk
    
    31Item 4.
    Controls and Procedures
    
    31PART II
    Other InformationItem 6.
    Exhibits and Reports on Form 8-K
    
    32Signatures
    
    33Certificates
    
    34


1



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

September 30,
    
    December 31,2003
    
    2002(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $ 11,271
    
    $ 18,251Receivables, less allowances for doubtful accountsand sales returns: 2003 - $16,991, 2002 - $18,568
    
    127,744
    
    121,709Inventories:Raw materials
    
    20,569
    
    23,140Work in process
    
    6,580
    
    7,380Finished goods
    
    62,944
    
    61,400Total inventories
    
    90,093
    
    91,920Deferred tax assets
    
    21,453
    
    20,804Other
    
    
    13,036
    
    14,109Total current assets
    
    263,597
    
    266,793Total capital assets at cost
    
    269,762
    
    261,987Less - accumulated depreciation
    
    (173,977)
    
    (155,110)Net capital assets
    
    95,785
    
    106,877Goodwill and other intangible assets, net of accumulated
      amortization
    
    156,344
    
    156,156Other
    
    
    30,611
    
    24,683Total assets
    
    $ 546,337
      =======
    
    $ 554,509
      =======LIABILITIES AND STOCKHOLDERS' EQUITYCurrent liabilities:Accounts payable
    
    $ 46,345
    
    $ 50,459Accrued liabilities
    
    92,208
    
    86,579Notes payable
    
    5,766
    
    10,806Current maturities of long-term debt
    
    13,662
    
    15,848Total current liabilities
    
    157,981
    
    163,692Long-term debt, less current maturities
    
    302,649
    
    314,766Other long-term liabilities
    
    33,851
    
    33,920Stockholders' equity:Common stock
    
    1,962
    
    1,962Class B common stock
    
    300
    
    300Additional paid-in capital
    
    26,523
    
    23,561Retained earnings
    
    66,516
    
    66,671Treasury stock
    
    (24,059)
    
    (24,632)Accumulated other comprehensive income
    
    (19,386)
    
    (25,731)Total stockholders' equity
    
    51,856
    
    42,131Total liabilities and stockholders' equity
    
    $ 546,337
      =======
    
    $ 554,509
      =======The accompanying notes to condensed consolidated financial statements
      are an integral part of these statements.


2

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

Three months ended
    Nine months endedSeptember 30,
    September 30,2003
    2002
    2003
    2002(Unaudited)
    (Unaudited)
    (Unaudited)
    (Unaudited)Net sales
    $ 175,092
    $ 175,911
    $ 515,677
    $ 522,509Cost of sales:Product cost of sales, including development and
    engineering
    105,143
    106,590
    310,066
    316,830Inventory rationalization and write-down charges
    -
    -
    -
    672Selling, service and administrative
    54,665
    56,081
    168,630
    169,881Amortization of intangible assets
    188
    187
    565
    664Restructuring and other:Restructuring
    -
    1,303
    9,789
    6,433Other
    -
    119
    -
    877Interest expense
    7,546
    10,053
    27,091
    30,298Other expense (income), net
    69
    1,222
    (119)
    420Income (loss) before income taxes and cumulativeeffect of accounting change
    7,481
    356
    (345)
    (3,566)Income tax expense (benefits)
    2,595
    777
    (190)
    627Cumulative effect of accounting change, net of taxes
    -
    -
    -
    79,024Net income (loss)
    $ 4,886
      =====
    $ (421)
      =====
    $ (155)
      =====
    $ (83,217)
      =======Other comprehensive income (loss), net of taxes:Foreign currency translation adjustments
    695
    (1,132)
    5,526
    3,515Income (loss) on derivative financial instruments
    542
    304
    819
    (992)Comprehensive income (loss)
    $ 6,123
    $ (1,249)
    $ 6,190
    $ (80,694)Earnings per common share: (1)BasicBefore cumulative effect of accounting change
    $ 0.31
    $ (0.03)
    $ (0.01)
    $ (0.26)Cumulative effect of accounting change
    -
    -
    -
    (4.98)Net income (loss) per common share
    $ 0.31
      ====
    $ (0.03)
      =====
    $ (0.01)
      =====
    $ (5.24)
      =====DilutedBefore cumulative effect of accounting change
    $ 0.30
    $ (0.03)
    $ (0.01)
    $ (0.26)Cumulative effect of accounting change
    -
    -
    -
    (4.98)Net income (loss) per common share
    $ 0.30
      ====
    $ (0.03)
      =====
    $ (0.01)
      =====
    $ (5.24)
      =====Weighted average number of common shares outstanding: (2)Basic
    15,984
    15,927
    15,966
    15,866Diluted
    16,552
    15,927
    15,966
    15,866(1)
    
    Amounts represent per share amounts for both Common Stock and Class B
      Common Stock.(2)
    
    Weighted average shares includes both Common Stock and Class B Common
      Stock.


3

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

Nine months ended September 30,2003
    2002(Unaudited)
    (Unaudited)Operating activities:Net loss
    
      
    $ (155)
    $ (83,217)Adjustments to reconcile net loss to net cash provided by
      operating activities:Cumulative effect of accounting change, net of tax
    
      
    -
    79,024Depreciation
    
      
    16,145
    17,975Amortization
    
      
    3,761
    4,113Restructuring and other
    
      
    9,789
    7,310Provision for doubtful accounts and sales returns
    
      
    2,697
    3,816Provision for inventory reserves
    
      
    4,691
    4,446Non-cash sale of fixed assets
    
      
    -
    1,150Non-cash loss on disposition of joint venture
    
      
    -
    1,137Increase in non-current deferred taxes
    
      
    -
    8,419Increase in other long-term assets
    
      
    (2,276)
    1,587Other
    
      
    -
    (666)Changes in current assets and liabilities:(Increase) in receivables
    
      
    (3,778)
    (13,870)Decrease in inventories
    
      
    431
    3,517(Increase) in other current assets
    
      
    1,772
    (2,597)(Increase) in deferred tax assets
    
      
    385
    (2,542)(Decrease) increase in accounts payable and accrued
      liabilities
    (7,084)
    4,159(Decrease) increase in income taxes payable
    
      
    (461)
    2,113Net cash provided by operating activities
    
      
    25,917
    35,874Investing activities:Capital expenditures
    
      
    (5,950)
    (6,294)Payments for acquisitions and investments
    
      
    (3,168)
    (152)Proceeds from sale of subsidiary
    
      
    -
    470Proceeds from sale of plant and equipment
    
      
    54
    439Net cash used in investing activities
    
      
    (9,064)
    (5,537)Financing activities:Proceeds from long-term borrowings-maturities greater than 90
      days
    73,029
    150,000Repayments of long-term debt-maturities greater than 90
    days
    (92,156)
    (510)Net change in borrowings-maturities of 90 days or less
    
      
    8,360
    (219,840)(Decrease) in current portion of long-term debt
    
      
    (10,078)
    98Payments of debt issuance costs
    
      
    (3,971)
    (3,246)Contribution related to Tax Allocation Agreement
    
      
    2,537
    -Proceeds from the exercise of stock options
    
      
    391
    1,144Net cash used in financing activities
    
      
    (21,888)
    (72,354)Effect of exchange rates on cash
    
      
    (1,945)
    (2,931)Net decrease in cash and cash equivalents
    
      
    (6,980)
    (44,948)Cash and cash equivalents at the beginning of the year
    
      
    18,251
    59,936Cash and cash equivalents at the end of the period
    
      
    $ 11,271
      ======
    $ 14,988
      ======Supplemental disclosure:Interest paid
    
      
    $ 21,171
    $ 21,569Income taxes paid (refunded)
    
      
    1,772
    (7,694)The accompanying notes to condensed consolidated financial statements
      are an integral part of these
statements.


4

GENERAL BINDING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Unaudited)

(1) Basis of Presentation

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 2002 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, 2003 and the results of
their operations and cash flows for the three and nine months ended September
30, 2003 and 2002 have been included. Operating results for any interim period
are not necessarily indicative of results that may be expected for the full
year.

The preparation of financial statements in conformity with generally accepted
accounting principles requires the use of certain estimates by management in
determining the entity's assets, liabilities, revenues and expenses. Such
estimates and management judgement include the allowance for doubtful accounts
and sales returns, allowances for slow-moving and obsolete inventory, and long
lived assets. Actual results could differ from the estimates used by
management.

Certain amounts for prior periods have been reclassified to conform to the
2003 presentation.

(2) Stock Compensation Plan

GBC has stock-based employee compensation plans that provides for stock
options and restricted stock units. The Company applies the recognition and
measurement principles of Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations in
accounting for these plans. In accordance with the intrinsic value method, no
compensation expense is recognized for the Company's fixed stock option plans.
The following table illustrates the effect on net income and earnings per share
(EPS) if the Company had applied the fair value provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation," to all stock-based employee
compensation (000 omitted):

5

Three months ended September
      30,
    Nine months ended September
      30,2003
    2002
    2003
    2002Net income (loss), as reported
    $4,886
    $(421)
    $(155)
    $(83,217)Add: Stock-based employee compensation expense included in reported net
      income, net of tax
    -
    -
    -
    -Deduct: Total stock-based employee compensation expense determined
      under the fair value method, net of tax
    (400)
    (537)
    (1,580)
    (2,099)Pro forma net income
    $4,486
    $(958)
    $(1,735)
    $(85,316)Earnings (loss) per share - basicAs reported
    $0.31
      ====
    $(0.03)
      ====
    $(0.01)
      ====
    $(5.24)
        =====Pro forma
    $0.28
      ====
    $(0.06)
      ====
    $(0.11)
      ====
    $(5.38)
         =====Earnings (loss) per share - dilutedAs reported
    $0.30
      ====
    $(0.03)
      ====
    $(0.01)
      ====
    $(5.24)
         =====Pro forma
    $0.27
      ====
    $(0.06)
      ====
    $(0.11)
      ====
    $(5.38)
        =====
Pro forma compensation expense for stock options was calculated using the
Black-Scholes model, with the following weighted-average assumptions for grants
in 2003 and 2002, respectively: expected life of ten years for 2003 and 2002;
expected volatility of 56% and 50%; and risk-free interest rates of 3.75% and
4.87%. The weighted-average fair values of stock options granted during the
periods were $6.07 and $8.89 in 2003 and 2002, respectively.

(3) Borrowings

During the second quarter of 2003, GBC entered into three new financing
agreements. On June 26, 2003, the Company completed the refinancing of its
primary senior credit facility (the "Primary Facility"). The new
$197.5 million Primary Facility includes a $72.5 million multicurrency revolving
credit line and a $125 million term loan. The maturity date on the Primary
Facility is January 15, 2008, and it provides for significantly lower interest
rate spreads than the previous senior credit facility (the "Previous
Primary Facility"). Concurrent with the completion of the Primary Facility,
GBC entered into a mortgage financing arrangement under which its real estate
holdings in Northbrook and Skokie, Illinois and its real estate and equipment in
Addison, Illinois are pledged as collateral (the "Mortgage
Financing"). In April 2003, GBC entered into a new multicurrency revolving
credit facility in the Netherlands (the "Netherlands Facility"). The
maturity date on the Netherlands Facility is April 9, 2008. The majority of the
$16.8 million in proceeds from the Netherlands Facility was used to repay a
portion of the Previous Primary Facility. The $14.8 million in proceeds from the
Mortgage Financing was also used to repay a portion of the Previous Primary
Facility.

Interest rates on the Primary Facility are variable and are set at LIBOR plus
3.75% for borrowings under the $72.5 million multicurrency revolving credit
line, and LIBOR plus

6

.50% for the term loan. Borrowings under the Primary
Facility are subject to a "pricing grid" which provides for lower
interest rates in the event that certain of GBC's financial ratios improve in
future periods.

GBC must meet certain restrictive financial covenants as defined under the
Primary Facility. The covenants become more restrictive over time and require
the Company to maintain certain ratios related to total leverage, senior
leverage, fixed charge coverage, as well as a minimum level of consolidated net
worth. There are also other covenants, including restrictions on dividend
payments, acquisitions, additional indebtedness, and capital expenditures. In
addition to the restrictive covenants, multicurrency revolving credit line
borrowings are subject to a "borrowing base" which is determined based
upon certain formulas tied to GBC's trade receivables and inventory. With the
exception of its assets pledged under the Mortgage Financing, substantially all
of the assets of General Binding Corporation and its domestic subsidiaries, as
well as a portion of equity in certain foreign subsidiaries are pledged as
collateral under the Primary Facility.

As of and for the period ended September 30, 2003, the Company was in
compliance with all debt covenants. GBC's borrowings consisted of the
following at September 30, 2003 and December 31, 2002 (000 omitted):

September2003
    December 31,2002Credit FacilitiesU.S. Dollar borrowing - Term Loan (weighted average floating interest
      rate of 5.62% at September 30, 2003)
    $125,000
    $ -U.S. Dollar borrowings - Term A Notes - (weighted average
      floating interest rate of 8.41% at
      December 31, 2002)
    -
    130,390U.S. Dollar borrowings - Term B Notes - (weighted average
      floating interest rate of 9.80% at
      December 31, 2002)
    -
    39,610Euro borrowings - Netherlands Facility (weighted average floating
      interest rate of 4.5% at September 30, 2003)
    14,768
    -Australian borrowings - (weighted average floating interest rate of
      7.9% at September 30, 2003)
    2,028
    -Industrial Revenue/Development Bonds ("IRB" or "IDB")IDB, due March 2026 - (floating interest rate of 1.20%
      at September 30, 2003 and 1.65% at
    December 31, 2002)
    6,840
    6,855IRB, due annually to July 2008 - (floating interest rate of
      1.33% at September 30, 2003 and
      1.86% at December 31, 2002)
    1,000
    1,150Notes PayableSenior Subordinated Notes, U.S.
      Dollar borrowing, due 2008 -
      (fixed  interest rate of 9.375%)
    150,000
    150,000Note payable, U.S.
      Dollar borrowing, due monthly from August 2003 to
      July 2008
      - (fixed interest rate of 6.62%)
    14,437
    -Note payable, Euro borrowing - (fixed interest
       rate of 8.85%  at December 31, 2002)
    -
    525Other borrowings
    8,004
    12,890Total debt
    322,077
    341,420Less-current maturities
    (19,428)
    (26,654)Total long-term debt
    $302,649
      ======
    $314,766
      ======


7

(4) Earnings Per Share

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):

Three months endedSeptember 30,
    Nine months endedSeptember 30,2003
    2002
    2003
    2002Numerator:Net income (loss) available to common shareholders
    $ 4,886
    $ (421)
    $ (155)
    $ (83,217)Denominator:Denominator for basic earnings per share -
      Weighted average number of common Shares outstanding  (1)
    15,984
    15,927
    15,966
    15,866Effect of dilutive securities:Employee stock options (3)
    377
    -
    -
    -Restricted stock units (3)
    191
    -
    -
    -Denominator for diluted earnings per share -
      Adjusted weighted-average shares (1) and assumed conversions
    16,552
    15,927
    15,966
    15,866Earnings (loss) per share - basic (2)
    $ 0.31
      ====
    $ (0.03)
      =====
    $(0.01)
      ====
    $ (5.24)
      =====Earnings (loss) per share - diluted
    (2)
    $ 0.30
      ====
    $ (0.03)
      =====
    $(0.01)
      ====
    $ (5.24)
      =====
(1) Weighted average shares includes both Common Stock and Class B Common
Stock.(2) Amounts represent per share amounts for both Common Stock and Class B
  Common Stock.
(3) As of September 30, 2003, GBC had 1,878,565 dilutive stock options
  outstanding. These options were not included in the calculation of earnings
  per share for the nine months period as they would have been anti-dilutive.

(5) Restructuring and Other

During the first nine months of 2003, GBC recorded restructuring related
charges of $9.8 million. In the second quarter of 2003, the Company recorded
charges of $8.4 million related to the transition of certain manufacturing
operations from Booneville, Mississippi to Nuevo Laredo, Mexico, along with a
company-wide workforce reduction program. Severance benefits to be paid under
the second quarter programs total $3.9 million, and asset impairments at the
Company's Booneville facilities were $4.5 million. Approximately 365 employees
are affected by the Booneville transition and workforce reduction programs. In
the first quarter of 2003, GBC recorded a charge of $1.4 million related to the
subleasing of a manufacturing facility in Buffalo Grove, Illinois. The
additional subleasing charge represents

8

the incremental difference between GBC's
obligation under the lease and the rental payments to be received from the
subtenant.

During the first nine months of 2002, GBC recorded restructuring related
charges of $6.4 million, which primarily consisted of $3.1 million related to
the closure of the Buffalo Grove plant, $1.1 million related to the downsizing
of a facility in Amelia, Virginia, $0.6 million related to the reorganization of
the Commercial and Consumer Group and approximately $0.9 million related to the
reorganization of certain corporate and other support functions. The
restructuring expenses primarily consisted of severance and related benefit
expenses, asset write-offs, contractual lease payments and other costs related
to exit activities at the affected facilities. The operations performed at these
locations were absorbed into existing GBC facilities. The exit activities were
completed by the end of the first quarter of 2003.

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

Three months ended September 30,
    Nine months endedSeptember 30,2003
    2002
    2003
    2002Severance and early retirement benefits
    $-
    $ 927
    $ 3,927
    $3,546Asset impairments
    -
    223
    4,457
    1,658Contractual lease expenses
    -
    -
    1,405
    845All other restructuring expenses
    -
    153
    -
    384Total restructuring expenses
    $ -        
      ==
    $ 1,303        
      =====
    $ 9,789       
      =====
    $6,433      
      ====


Management believes that the restructuring provisions recorded will be
adequate to cover estimated restructuring costs related to these activities that
will be paid in future periods. The balance in the restructuring reserve at
September 30, 2003 is primarily related to asset write-downs, contractual lease
expenses, severance, early retirement and other benefit expenses to be paid in
future periods.

During 2002, GBC also incurred certain other expenses in the amount of $0.9
million related to facility closures and other transitions.

Changes in the restructuring reserves for the nine months ended
September30, 2003 were as follows
(000 omitted):

Severance
    Asset
      Impairment
      and Other
        Exit Costs
    Contractual Lease  Expenses
    TotalBalance at December 31, 2002
    $ 4,026
    $ 810
    $ 700
    $ 5,536Activities during the year:Provisions
    3,927
    4,457
    1,405
    9,789Cash charges
    (3,115)
    (168)
    (595)
    (3,878)Non-cash charges
    -
    (4,386)
    (1,190)
    (5,576)Balance at September 30, 2003
    $ 4,838       
      =====
    $ 713        
      ====
    $  320        
      ====
    $ 5,871       
      =====

9



(6) Business Segments

In the second quarter of 2003, GBC implemented organizational changes that
were announced in late-2002. As a result of the organizational changes, GBC
realigned its segment reporting. The primary changes to the Company's segments
consisted of combining three of GBC's four business units into the following two
new groups:

Commercial and Consumer Group (CCG) - combination of the Document
Finishing Group, Office Products Group, the Education division of the Films
Group and the Asia/Pacific region which was previously reported under "Other."
CCG focuses on marketing strategies for "consumer-ready" products that leverage
GBC's leadership among customers of its binding, laminating and
information-display products in the work, school and home environments.

Industrial and Print Finishing Group (IPFG) - combination of the Films
Group and the Automated Finishing Division of the Document Finishing Group. IPFG
targets print-for-pay and other finishing customers who use GBC's
professional-grade finishing equipment and supplies as a part of their mass
production of sophisticated, professional applications.

The

The

Expenses incurred by the three reportable segments described above relate to
costs incurred to manufacture or purchase products, as well as selling, general
and administrative costs. For internal management purposes and the presentation
below, operating income is calculated as net sales less (i) product cost of
sales, (ii) selling, service and administrative expenses and (iii) amortization
of other intangibles.

GBC does not separately identify interest expense or income taxes for its
operating segments. Additionally, certain expenses of a corporate nature and
certain shared service expenses are

10

not allocated to the business groups. 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 expense allocations; however, the charges and allocations between
business groups are not significant.

Certain segment information for the three and nine months ended September 30,
2002 has been reclassified to conform to the current year presentation,
including corporate costs which were formerly included in "all other" have now
been reflected in "unallocated corporate items." Segment data is provided below
for the three and nine months ended September 30, 2003 and 2002 (000 omitted):

Total Segment AssetsSeptember 30,
    December 31,2003
    2002Commercial and Consumer Group
    $ 594,996
    $ 558,163Industrial and Print Finishing Group
    263,956
    244,089Europe
    136,683
    126,511Unallocated corporate items
    73,110
    79,039Eliminations
    (522,408)
    (453,293)Total
    $ 546,337       
      ======
    $ 554,509      
      ======




Unaffiliated Customer SalesThree months ended September 30,
    Unaffiliated Customer SalesNine months ended September 30,2003
    2002
    2003
    2002Commercial and Consumer Group
    $ 118,818
    $ 119,165
    $ 339,855
    $ 347,415Industrial and Print Finishing Group
    33,853
    35,033
    102,091
    104,507Europe
    22,421
    21,713
    73,731
    70,587Total
    $ 175,092      
      ======
    $ 175,911          
      ======
    $ 515,677         
         ======
    $ 522,509          
      ======




Affiliated Customer Sales
    Affiliated Customer SalesThree months endedSeptember 30,
    Nine months ended September 30,2003
    2002
    2003
    2002Commercial and Consumer Group
    $ 1,897
    $ 3,189
    $ 6,824
    $ 7,565Industrial and Print Finishing Group
    5,440
    5,025
    15,202
    16,533Europe
    2,383
    2,964
    9,752
    10,842Eliminations
    (9,720)
    (11,178)
    (31,778)
    (34,940)Total
    $ -      
      ==
    $ -      
      ==
    $ -      
      ==
    $ -      
      ==


11

Operating Income
      Three months ended September 30,
    Operating Income
      Nine months ended September 30,2003
    2002
    2003
    2002Commercial and Consumer Group
    $ 16,417
    $ 14,442
    $ 39,321
    $ 42,467Industrial and Print Finishing Group
    4,495
    4,363
    13,460
    13,816Europe
    185
    (363)
    2,679
    (183)Unallocated corporate items
    (6,001)
    (5,389)
    (19,044)
    (20,966)Total
    $ 15,096     
      =====
    $ 13,053      
      =====
    $ 36,416     
      =====
    $ 35,134      
      =====




Three months ended September 30,
    Nine months endedSeptember 30,2003
    2002
    2003
    2002Total segment operating income
    $ 15,096
    $ 13,053
    $ 36,416
    $ 35,134Interest expense
    (7,546)
    (10,053)
    (27,091)
    (30,298)Restructuring and other expenses
    -
    (1,422)
    (9,789)
    (7,982)Other income (expense)
    (69)
    (1,222)
    119
    (420)Income (loss) before taxes and Cumulative effect of accounting change
    $ 7,481     
      =====
    $ 356     
      ====
    $ (345)    
      =====
    $ (3,566)     
      ======


GBC's products are sold primarily in North America, South 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, 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, 2003
and 2002, by geographical area is summarized below (000 omitted).

Unaffiliated Customer Sales
      Three months ended September 30,
    Unaffiliated Customer Sales
      Nine months ended September 30,2003
    2002
    2003
    2002US
    $ 114,670
    $ 119,842
    $ 328,312
    $ 344,346Europe
    32,021
    30,504
    104,440
    97,400Other International
    28,401
    25,565
    82,925
    80,763$ 175,092        
      =======
    $ 175,911      
      =======
    $ 515,677     
      =======
    $ 522,509      
      =======


12

Total Long-lived AssetsSeptember 30, 2003
    December 31, 2002US
    $ 353,202
    $ 352,677Europe
    17,465
    17,932Other International
    23,610
    21,215Eliminations
    (111,537)
    (104,108)$ 282,740          
      ======
    $ 287,716        
      ======




(7) New Accounting Standards

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 adoption of SFAS No.146 has not had a material
impact on GBC's consolidated financial statements.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees of Indebtedness of Others"
(FIN No. 45). The initial recognition and measurement provisions of this
interpretation, which require a guarantor to recognize a liability at the
inception of a guarantee at fair value, are effective on a prospective basis to
guarantees issued or modified after January 1, 2003. The adoption of FIN No. 45
has not had a material impact on GBC's consolidated financial statements.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock
Compensation - Transition and Disclosure" (SFAS No. 148), which amends SFAS No.
123. The new standard provides alternative methods for transition to the fair
value-based method of accounting for stock-based employee compensation from the
intrinsic method. GBC currently accounts for stock-based employee compensation
under the intrinsic method and has not made a determination as to when, or if,
the Company would change to the fair value-based method. SFAS No. 148 also
amends the disclosure requirements of SFAS No. 123 to require more prominent and
frequent disclosures in financial statements about the effects of stock-based
compensation. The required disclosures were adopted in the Company's 2002
consolidated financial statements.

13

(8) Goodwill and Other Intangible Assets

In accordance with SFAS No. 142, GBC tests its goodwill balances to determine
whether these assets were impaired. The annual impairment test is performed as
of January 1. In 2003, it was determined that the Company's goodwill balances
were not impaired. After making that test in 2002, GBC recorded a non-cash
impairment charge of $110 million ($79 million after-tax), primarily related to
the impairment of goodwill in the office products business of the Commercial and
Consumers Group.

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, 2003, there have been no
events or circumstances which would warrant a revision to the remaining useful
lives of these assets.

GBC's other intangible assets as of September 30, 2003 and December 31, 2002
are summarized below (000 omitted):





Gross Carrying Amount at
    Accumulated Amortization atSeptember 30,2003
    December 31,2002
    September 30,2003
    December 31,2002Customer agreements and relationships
    $7,000
    $7,000
    $(3,672)
    $(3,107)Patents
    1,464
    1,464
    (1,098)
    (878)Total
    $8,464           
      =====
    $8,464         
      ====
    $(4,770)       
      ======
    $(3,985)       
      ======


Anticipated annual amortization expense related to GBC's other intangible
assets is summarized below (000 omitted):

Fiscal year ended December 31,
    AmortizationExpense2003
    $1,0472004
    1,0472005
    7542006
    7542007
    754



(9) Subsidiary Guarantor Information

During 1998, GBC issued $150 million of 9.375% Senior Subordinated Notes
which are due in 2008. 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 the Securities and Exchange Commission, GBC has
elected to present the following consolidating financial statements which detail
the results of operations, financial position and cash flows of the Parent,

14

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.



Consolidating Balance Sheets (000 omitted)

September 30, 2003Parent
    Guarantors
    Non-
      Guarantors
    Eliminations
    ConsolidatedAssetsCurrent assets:Cash and cash equivalents
    $ 7,023
    $ 1
    $ 4,247
    $ -
    $ 11,271Receivables, net
    73,243
    -
    54,501
    -
    127,744Inventories, net
    53,907
    268
    35,918
    -
    90,093Deferred tax assets
    18,302
    1,813
    1,338
    -
    21,453Other
    4,174
    15
    8,847
    -
    13,036Due from affiliates
    2,692
    41,874
    23,897
    (68,463)
    -Total current assets
    159,341
    43,971
    128,748
    (68,463)
    263,597Net capital assets
    60,780
    6,517
    28,488
    -
    95,785Goodwill and other intangibles, net ofaccumulated amortization
    126,754
    22,394
    7,196
    -
    156,344Other
    11,656
    7,648
    11,307
    -
    30,611Investment in subsidiaries
    150,468
    159,724
    -
    (310,192)
    -Total assets
    $ 508,999
      =======
    $ 240,254
      =======
    $ 175,739
      =======
    $ (378,655)
      ========
    $ 546,337
      =======Liabilities and Stockholders' EquityCurrent liabilities:Accounts payable
    $ 32,282
    $ 1,301
    $ 12,762
    $ -
    $ 46,345Accrued liabilities
    62,864
    759
    28,585
    -
    92,208Notes payable
    -
    -
    5,766
    -
    5,766Current maturities of long-term debt
    12,771
    -
    891
    -
    13,662Due to affiliates
    39,267
    -
    9,390
    (48,657)
    -Total current liabilities
    147,184
    2,060
    57,394
    (48,657)
    157,981Long-term debt - affiliated
    6,042
    -
    410
    (6,452)
    -Long-term debt, less current maturities
    284,506
    -
    18,143
    -
    302,649Other long-term liabilities
    19,411
    182
    14,258
    -
    33,851Stockholders' equity:Common stock
    1,962
    5
    2,332
    (2,337)
    1,962Class B common stock
    300
    -
    -
    -
    300Additional paid-in capital
    26,523
    121,862
    167,511
    (289,373)
    26,523Retained earnings
    66,516
    129,874
    (67,388)
    (62,486)
    66,516Treasury stock
    (24,059)
    -
    -
    -
    (24,059)Accumulated other comprehensive income
    (19,386)
    (13,729)
    (16,921)
    30,650
    (19,386)Total stockholders' equity
    51,856
    238,012
    85,534
    (323,546)
    51,856Total liabilities and stockholders' equity
    $ 508,999
      =======
    $ 240,254
      =======
    $ 175,739
      =======
    $ (378,655)
      ========
    $ 546,337
      =======


15

Consolidating Balance Sheets (000 omitted)

December 31, 2002Parent
    Guarantors
    Non-
      Guarantors
    Eliminations
    ConsolidatedAssetsCurrent assets:Cash and cash equivalents
    $ 12,747
    $ 2
    $ 5,502
    $ -
    $ 18,251Receivables, net
    67,810
    25
    53,874
    -
    121,709Inventories, net
    56,248
    394
    35,278
    -
    91,920Deferred tax assets
    17,714
    1,741
    1,349
    -
    20,804Other
    4,018
    15
    10,076
    -
    14,109Due from affiliates
    12,561
    28,953
    7,739
    (49,253)
    -Total current assets
    171,098
    31,130
    113,818
    (49,253)
    266,793Net capital assets
    71,832
    6,980
    28,065
    -
    106,877Goodwill and other intangibles, net ofaccumulated amortization
    127,539
    22,394
    6,223
    -
    156,156Other
    9,187
    11,640
    3,856
    -
    24,683Investment in subsidiaries
    134,327
    139,265
    -
    (273,592)
    -Total assets
    $ 513,983
      =======
    $ 211,409
      =======
    $ 151,962
      =======
    $ (322,845)
      ========
    $ 554,509
      =======Liabilities and Stockholders' EquityCurrent liabilities:Accounts payable
    $ 36,044
    $ 987
    $ 13,428
    $ -
    $ 50,459Accrued liabilities
    57,391
    2,476
    26,712
    -
    86,579Notes payable
    -
    -
    10,806
    -
    10,806Current maturities of long-term debt
    15,150
    -
    698
    -
    15,848Due to affiliates
    24,135
    -
    11,961
    (36,096)
    -Total current liabilities
    132,720
    3,463
    63,605
    (36,096)
    163,692Long-term debt - affiliated
    6,224
    -
    4,958
    (11,182)
    -Long-term debt, less current maturities
    312,855
    -
    1,911
    -
    314,766Other long-term liabilities
    20,053
    183
    13,684
    -
    33,920Stockholders' equity:Common stock
    1,962
    5
    2,332
    (2,337)
    1,962Class B common stock
    300
    -
    -
    -
    300Additional paid-in capital
    23,561
    117,733
    164,157
    (281,890)
    23,561Retained earnings
    66,671
    113,702
    (75,518)
    (38,184)
    66,671Treasury stock
    (24,632)
    -
    -
    -
    (24,632)Accumulated other comprehensive income
    (25,731)
    (23,677)
    (23,167)
    46,844
    (25,731)Total stockholders' equity
    42,131
    207,763
    67,804
    (275,567)
    42,131Total liabilities and stockholders' equity
    $ 513,983
      =======
    $ 211,409
      =======
    $ 151,962
      =======
    $ (322,845)
      ========
    $ 554,509
      =======


16

Consolidating Income Statements (000
omitted)

Three months ended September 30, 2003Parent
    Guarantors
    Non-
      Guarantors
    Eliminations
    ConsolidatedUnaffiliated sales
    $ 114,670
    $ -
    $ 60,422
    $ -
    $ 175,092Affiliated sales
    9,901
    -
    5,921
    (15,822)
    -Net sales
    124,571
    -
    66,343
    (15,822)
    175,092Cost of sales, including development andengineering
    79,259
    (25)
    41,731
    (15,822)
    105,143Selling, service and administrative
    35,317
    -
    19,348
    -
    54,665Amortization of goodwill and related intangibles
    188
    -
    -
    -
    188Interest expense
    7,120
    149
    420
    (143)
    7,546Other (income) expense
    (788)
    (118)
    832
    143
    69Income (loss) before taxes and undistributedearnings of wholly owned subsidiaries
    3,475
    (6)
    4,012
    -
    7,481Income taxes (benefits)
    1,977
    (100)
    718
    -
    2,595Income before undistributed earnings ofwholly owned subsidiaries
    1,498
    94
    3,294
    -
    4,886Undistributed earnings (losses) of wholly-ownedsubsidiaries
    3,388
    6,912
    -
    (10,300)
    -Net income (loss)
    $ 4,886
      =====
    $ 7,006
      =====
    $ 3,294
      =====
    $ (10,300)
      =======
    $ 4,886
      =====Three months ended September 30, 2002Parent
    Guarantors
    Non-Guarantors
    Eliminations
    ConsolidatedUnaffiliated sales
    $ 119,842
    $ -
    $ 56,069
    $ -
    $ 175,911Affiliated sales
    11,545
    -
    6,372
    (17,917)
    -Net sales
    131,387
    -
    62,441
    (17,917)
    175,911Cost of sales:Product cost of sales, including developmentand engineering
    83,456
    (73)
    41,124
    (17,917)
    106,590Selling, service and administrative
    37,228
    19
    18,834
    -
    56,081Amortization of goodwill and related intangibles
    187
    -
    -
    -
    187Restructuring and other:Restructuring
    1,069
    -
    234
    -
    1,303Other
    119
    -
    -
    -
    119Interest expense
    9,859
    15
    234
    (55)
    10,053Other (income) expense
    (456)
    999
    624
    55
    1,222(Loss) income before taxes and undistributedearnings of wholly owned subsidiaries
    (75)
    (960)
    1,391
    -
    356Income taxes (benefits)
    583
    (432)
    626
    -
    777(Loss) income before undistributed earnings ofwholly owned subsidiaries
    (658)
    (528)
    765
    -
    (421)Undistributed earnings (losses) of wholly-ownedsubsidiaries
    237
    (627)
    -
    390
    -Net (loss) income
    $ (421)
      =====
    $ (1,155)
      ======
    $ 765
      ====
    $ 390
      ====
    $ (421)
      =====


17

Consolidating Income Statements (000 omitted)

Nine months ended September 30, 2003Parent
    Guarantors
    Non-
      Guarantors
    Eliminations
    ConsolidatedUnaffiliated sales
    $ 328,312
    $ -
    $ 187,365
    $ -
    $ 515,677Affiliated sales
    31,858
    -
    20,265
    (52,123)
    -Net sales
    360,170
    -
    207,630
    (52,123)
    515,677Cost of sales, including development andengineering
    230,299
    366
    131,524
    (52,123)
    310,066Selling, service and administrative
    109,206
    -
    59,424
    -
    168,630Amortization of intangible assets
    565
    -
    -
    -
    565Restructuring and other:Restructuring
    9,697
    -
    92
    -
    9,789Other
    -
    -
    -
    -
    -Interest expense
    26,035
    235
    1,160
    (339)
    27,091Other (income) expense
    (707)
    (1,939)
    2,188
    339
    (119)(Loss) income before taxes and undistributedearnings of wholly owned subsidiaries
    (14,925)
    1,338
    13,242
    -
    (345)Income (benefits) taxes
    (5,248)
    464
    4,594
    -
    (190)(Loss) income before undistributed earnings ofwholly owned subsidiaries
    (9,677)
    874
    8,648
    -
    (155)Undistributed earnings (losses) of wholly-ownedsubsidiaries
    9,522
    13,354
    -
    (22,876)
    -Net (loss) income
    $ (155)
      =====
    $ 14,228
      ======
    $ 8,648
      =====
    $ (22,876)
      =======
    $ (155)
      =====Nine months ended September 30, 2002Parent
    Guarantors
    Non-
      Guarantors
    Eliminations
    ConsolidatedUnaffiliated sales
    $ 344,346
    $ -
    $ 178,163
    $ -
    $ 522,509Affiliated sales
    26,559
    -
    15,417
    (41,976)
    -Net sales
    370,905
    -
    193,580
    (41,976)
    522,509Cost of sales:Product cost of sales, including developmentand engineering
    233,117
    (95)
    125,784
    (41,976)
    316,830Inventory rationalization and write-down charges
    672
    -
    -
    -
    672Selling, service and administrative
    113,500
    26
    56,355
    -
    169,881Amortization of intangible assets
    664
    -
    -
    -
    664Restructuring and other:Restructuring
    5,912
    -
    521
    -
    6,433Other
    877
    -
    -
    -
    877Interest expense
    29,606
    160
    1,408
    (876)
    30,298Other (income) expense
    (371)
    (255)
    170
    876
    420(Loss) income before taxes and undistributedearnings of wholly owned subsidiaries
    (13,072)
    164
    9,342
    -
    (3,566)Income (benefits) taxes
    (3,651)
    74
    4,204
    -
    627Cumulative effect of accounting change, net of taxes
    34,428
    (21,695)
    66,291
    -
    79,024(Loss) income before undistributed earnings ofwholly owned subsidiaries
    (43,849)
    21,785
    (61,153)
    -
    (83,217)Undistributed (losses) earnings of wholly-ownedsubsidiaries
    (39,368)
    1,263
    -
    38,105
    -Net (loss) income
    $ (83,217)
      =======
    $ 23,048
      ======
    $ (61,153)
      =======
    $ 38,105
      ======
    $ (83,217)
      =======


18

Consolidating Statements of Cash Flows (000
omitted)

Nine months ended September 30, 2003Parent
    Guarantors
    Non-
      Guarantors
    ConsolidatedNet cash provided by (used in) operating activities
    $ 23,791
    $ 284
    $ 1,842
    $ 25,917Investing activities:Capital expenditures
    (3,038)
    (285)
    (2,627)
    (5,950)Payments of acquisitions and investments
    (3,168)
    -
    -
    (3,168)Proceeds from sale of plant and equipment
    13
    -
    41
    54Net cash used in investing activities
    (6,193)
    (285)
    (2,586)
    (9,064)Financing activities:Increase (reduction) in intercompany borrowings
    4,548
    -
    (4,548)
    -Proceeds of long-term debt-maturities greater than 90 days
    39,842
    -
    33,187
    73,029Repayments of long-term debt-maturities greater than 90 days
    (75,029)
    -
    (17,127)
    (92,156)Net change in borrowings-maturitiesof 90 days or less
    8,360
    -
    -
    8,360Decrease in current portion oflong-term obligations
    -
    -
    (10,078)
    (10,078)Contribution related to Tax AllocationAgreement
    2,537
    -
    -
    2,537Payments of debt issuance costs
    (3,971)
    -
    -
    (3,971)Proceeds from the exercise of stock options
    391
    -
    -
    391Net cash used in (provided by) financing activities
    (23,322)
    -
    1,434
    (21,888)Effect of exchange rates on cash
    -
    -
    (1,945)
    (1,945)Net (decrease) increase in cash & cash
equivalents
    (5,724)
    (1)
    (1,255)
    (6,980)Cash and cash equivalents at the beginning ofthe year
    12,747
    2
    5,502
    18,251Cash and cash equivalents at the end of the period
    $ 7,023
      =====
    $ 1
      ==
    $ 4,247
      =====
    $ 11,271
      ======Nine months ended September 30, 2002Parent
    Guarantors
    Non-
      Guarantors
    ConsolidatedNet cash provided by operating activities
    $ 18,381
    $ 273
    $ 17,220
    $ 35,874Investing activities:Capital expenditures
    (3,743)
    (273)
    (2,278)
    (6,294)Payments for acquisitions and investments
    (152)
    -
    -
    (152)Proceeds from sale of subsidiary
    470
    -
    -
    470Proceeds from sale of plant and equipment
    68
    -
    371
    439Net cash used in investing activities
    (3,357)
    (273)
    (1,907)
    (5,537)Financing activities:Increase (reduction) in intercompany borrowings
    11,123
    -
    (11,123)
    -Proceeds of long-term debt-maturities greater than 90 days
    150,000
    -
    -
    150,000Repayments of long-term debt-maturities greater than 90 days
    -
    -
    (510)
    (510)Net change in borrowings-maturitiesof 90 days or less
    (219,500)
    -
    (340)
    (219,840)Decrease (increase) in current portion of long-term debt
    (150)
    
    248
    98Payments of debt issuance costs
    (3,246)
    -
    -
    (3,246)Proceeds from the exercise of stock options
    1,144
    -
    -
    1,144Net cash used in financing activities
    (60,629)
    -
    (11,725)
    (72,354)Effect of exchange rates on cash
    -
    -
    (2,931)
    (2,931)Net (decrease) increase in cash & cash
equivalents
    (45,605)
    -
    657
    (44,948)Cash and cash equivalents at the beginning of the year
    56,236
    2
    3,698
    59,936Cash and cash equivalents at the end of the period
    $ 10,631
      ======
    $ 2
      ==
    $ 4,355
      =====
    $ 14,988
      ======


19

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations

The following narrative discusses the results of operations, liquidity and
capital resources for GBC on a consolidated basis. This section should be read
in conjunction with GBC's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" contained therein.

Results of Operations - Quarter Ended September 30, 2003 compared to
Quarter Ended September 30, 2002

Sales

GBC's net sales for the third quarter of 2003 of $175.1 million were roughly
flat compared to the third quarter of 2002. The Company's net sales were
favorably impacted by a weaker U.S. dollar in 2003 compared to 2002. Excluding
the effect of foreign exchange rates, sales decreased nearly 4% in the third
quarter of 2003 compared to 2002. Net sales by business segment are summarized
below (000 omitted):

Three months ended September 30,2003
    2002Commercial and Consumer Group
    $ 118,818
    $ 119,165Industrial and Print Finishing Group
    33,853
    35,033Europe Group
    22,421
    21,713Net Sales
    $ 175,092         
      =======
    $  175,911       
      =======
The Commercial and Consumer Group's sales decreased $0.3 million or 0.3% for
the third quarter of 2003 when compared to 2002. During the third quarter of
2003, the Group continued to be affected by lower demand for visual
communication products, as well as reduced sales of lamination products compared
to the prior year which included certain plan-o-gram buy-ins. Reduced sales of
visual communication and lamination products were partially offset by increased
sales of private label three-ring binders and paper shredders. Excluding the
impact of exchange rates, the Commercial and Consumer Group's sales were down
$2.1 million or 1.8%. The Industrial and Print Finishing Group continues to be
affected by weakness in its US commercial films business. Soft market conditions
have lead to pricing pressures which have resulted in the loss of business from
certain customers. Higher sales in the group's Asian and digital print finishing
businesses partially offset the revenue decline of the US commercial films
business. Excluding the favorable effect of foreign exchange rates, the
Industrial and Print Finishing Group's sales were down $2.7 million, or 7.7%.
Sales in the Europe Group were up $0.7 million or 3.3% as a result of a stronger
Euro; excluding the impact of exchange rates, sales in the Europe Group
20
were down $1.5 million, or 7.1%. The decline was due to weak economic
conditions in certain European markets.Gross Margins, Costs and Expenses
GBC's gross profit margin in the third quarter of 2003 increased by $0.5
million or 0.5 points compared to the prior year. Gross profit margins in the
Commercial and Consumer Group were relatively flat in 2003 compared to 2002. The
Industrial and Print Finishing Group experienced slightly higher gross profit
margins primarily due to lower spending on research and development. In the
Europe Group, gross profit margins increased due to the favorable impact of a
stronger Euro, favorable manufacturing variances, and lower product costs due to
sourcing initiatives.
Total selling, service and administrative expenses decreased $1.5 million or
2.7% in the third quarter of 2003 compared to 2002, primarily due to lower
levels of administrative and discretionary spending in the Commercial and
Consumer Group, along with reduced incentive compensation. Before the impact of
foreign exchange rates, expenses declined $3.4 million or 6.0%. Selling, service
and administrative expenses as a percentage of sales decreased to 31.2% in the
third quarter of 2003 from 31.9% in 2002.Segment 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
omitted):
Segment
      Operating Income
      Three months endedSeptember
      30,2003
    2002Commercial and Consumer Group
    $ 16,417
    $ 14,442Industrial and Print Finishing Group
    4,495
    4,363Europe Group
    185
    (363)Unallocated corporate items
    (6,001)
    (5,389)Total
    $15,096         
      =====
    $13,053        
      =====
Segment operating income for the third quarter of 2003 increased $2.1 million
or 15.7%, compared to 2002. Favorable foreign exchange rates accounted for
approximately $0.5 million of the income improvement. Despite lower sales,
operating income increased $2.0 million in the Commercial and Consumer Group due
to reduced spending on administrative and other discretionary items. Operating
income for the Industrial and Print Finishing Group was relatively flat
21
as higher gross profit margins and decreased spending offset the lower level
of sales. The Europe Group's operating income was up $0.5 million, due primarily
to higher gross profit margins, as a result of sourcing initiatives and
favorable exchange rates, and reduced operating expenses. Corporate expenses
were higher in 2003 primarily due to increased medical and insurance costs.Restructuring and Other
During the third quarter of 2002, GBC recorded a $1.3 million pre-tax
restructuring charge primarily related to costs associated with the creation of
the Commercial and Consumer Group, the rationalization of a manufacturing
facility in Amelia, Virginia and the closure of a manufacturing facility in
Buffalo Grove, Illinois.Interest ExpenseInterest expense in the quarter totaled $7.5 million compared to $10.1
million in the prior year. The decrease was due to lower interest rates on the
Company's borrowings as a result of the refinancings completed in the second
quarter of 2003, as well as lower average debt levels during the third quarter
of 2003 compared to 2002.Other (Income) Expense
Other expense totaled $0.1 million in the third quarter of 2003 compared to
$1.2 million in 2002. Included in other expense in 2002 was a non-cash loss of
$1.1 million on the disposition of GBC's investment in an Indian joint
venture.Income Taxes
GBC's effective income tax rate for the third quarter of 2003 was
approximately 35%. In 2002, the Company realized income tax expense of $0.8
million on pre-tax income of $0.4 million, resulting in an effective tax rate of
218%. The 2002 provision was impacted by the mix of earnings and losses in GBC's
international subsidiaries, as well as by restructuring and other
charges.Net Income (Loss)
Net income was $4.9 million for the third quarter of 2003, compared to a net
loss of $0.4 million for the third quarter of 2002. The $5.3 million increase in
third quarter net income was primarily due to: a) the $2.5 million decrease in
interest expense; b) a $1.4 million reduction in selling, service and
administrative expenses; c) no restructuring and other expenses in 2003 compared
to $1.4 million in 2002; and d) an additional $1.1 million in other expenses in
2002 related to a non-cash loss on an Indian joint venture
investment.
22

Nine Months Ended September 30, 2003 compared to Nine Months Ended September
30, 2002

Sales

GBC's net sales for the first nine months of 2003 decreased 1.3% to $515.7
million compared to 2002. The Company's net sales were favorably impacted by a
weaker U.S. dollar in 2003 compared to 2002. Excluding the effect of foreign
exchange rates, sales decreased approximately 5% in the first nine months of
2003 compared to 2002. Net sales by business segment are summarized below (000
omitted):

Nine months ended September 30,2003
    2002Commercial and Consumer Group
    $ 339,855
    $ 347,415Industrial and Print Finishing Group
    102,091
    104,507Europe Group
    73,731
    70,587Net Sales
    $515,677          
      ======
    $522,509          
      ======
The Commercial and Consumer Group's sales decreased $7.6 million or 2.2% for
the first nine months of 2003 when compared to 2002, primarily due to lower
demand for visual communications products, which was partially offset by
increased sales of private label three-ring binders.Sales for the
Industrial and Print Finishing Group decreased $2.4 million or 2.3%, as a
decrease in U.S. commercial film sales was only partially offset by an increase
in sales in Europe. The U.S. commercial films business has been affected by
pricing pressures which have resulted in the loss of business from certain
customers. Additionally, the business continues to be affected by weak market
conditions. Excluding the favorable impact of foreign exchange rates, sales
decreased $8.3 million, or 7.9%, for the Industrial and Print Finishing Group.
Sales in the Europe Group increased by $3.1 million; excluding the impact of
foreign exchange, sales in the Europe Group declined by $7.5 million or 10.7%.
The decline was due to planned customer rationalizations, weak economic
conditions in certain European markets, and the timing of new product
introductions.Gross Margins, Costs and Expenses
GBC's gross profit margin in the first nine months of 2003 increased by 0.7
points to 39.9% compared to the first nine months of 2002. Gross profit margins
in the Commercial and Consumer Group were down due to an unfavorable product mix
and unfavorable manufacturing volumes. The Industrial Print Finishing and Europe
Groups realized higher gross profit margins which offset the Commercial and
Consumer Group decline. Europe's gross profit margin increased due to favorable
foreign exchange and manufacturing variances, along with lower product costs due
to sourcing initiatives. The Industrial Print and
23
Finishing Group achieved higher gross profit margins as a result of reduced
spending on research and development.
Total selling, service and administrative expenses in the first nine months
of 2003 decreased $1.3 million compared to 2002 due to lower administrative and
discretionary spending and reduced incentive compensation expenses. Due to the
lower sales volumes, selling, service and administrative expenses as a
percentage of sales increased slightly to 32.7% in the first nine months of 2003
from 32.5% in 2002.

Segment 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
omitted):

Segment
      Operating Income
      Nine months endedSeptember
      30,2003
    2002Commercial and Consumer Group
    $ 39,321
    $ 42,467Industrial and Print Finishing Group
    13,460
    13,816Europe Group
    2,679
    (183)Unallocated corporate items
    (19,044)
    (20,966)Total
    $36,416        
      =====
    $35,134        
      =====
Segment operating income for the first nine months of 2003 increased 3.6% or
$1.3 million compared to 2002. Operating income in the Commercial and Consumer
Group decreased by $3.1 million, or 7.4%, in the first nine months of 2003
primarily due to the lower level of sales and reduced gross profit margin, which
was partially offset by lower expenses. The Industrial and Print Finishing
Group's operating income decreased 2.6% or $0.4 million due to the lower sales
volume. The Europe Group's operating income increased $2.9 million due to
improved gross profit margins and lower operating expenses. Unallocated
corporate items decreased $1.9 million primarily due to reduced information
systems costs, including depreciation.Inventory Rationalization
During 2002, GBC recorded inventory charges of approximately $0.7 million
primarily related to the Commercial and Consumer Group. This charge relates to
GBC's product line rationalization and reflects an adjustment to the realizable
value of certain products which the Company decided to discontinue in
2001.
24

Restructuring and Other

In 2003, GBC recorded pre-tax restructuring charges totaling $8.4 million
related to the transition of certain manufacturing operations from Booneville,
Mississippi to Nuevo Laredo, Mexico, along with a company-wide workforce
reduction program. Approximately 365 employees will be affected as a result of
these actions. In addition, in the first quarter of 2003, GBC recorded a pre-tax
restructuring charge of $1.4 million related to the subleasing of a
manufacturing facility as part of a previously-announced rationalization.

During the first nine months of 2002, GBC recorded a pre-tax restructuring
charge of $6.4 million for restructuring expenses related to the closure of the
Buffalo Grove, Illinois plant, the downsizing of a facility in Amelia, Virginia,
costs associated with the creation of the Commercial and Consumer Group and charges
related to reorganization of certain Corporate support functions.

In the first nine months of 2002, GBC recorded $0.9 million in other expenses
primarily related to costs associated with the transition of production from the
closed/down-sized facilities to other GBC facilities.

Interest Expense

Interest expense decreased by $3.2 million to $27.1 million in the first nine
months of 2003 compared to 2002 due to reduced debt levels and a lower average
interest rate. Included in interest expense in 2003 was $1.1 million related to
the loss on the extinguishment of the Company's previous credit facility which
was refinanced in June 2003.

Other (Income) Expense

Other income totaled $0.1 million in the first nine months of 2003 compared
to $0.4 million of other expense in 2002. 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 offset by net interest income of $0.9 million received in connection
with the settlement of a U.S. Federal income tax refund claim, as well as
currency gains recognized in 2002 primarily related to the translation of
liabilities denominated in other than functional currencies.

Income Taxes

GBC recorded an income tax benefit of $0.2 million in the first nine months
of 2003 on pre-tax loss of $0.3 million.

25

GBC recorded income tax expense of $0.6 million for the first nine months of
2002 on a pre-tax loss of $3.6 million. The tax provision was impacted by the
restructuring and other charges that were recorded during the period, as well as
changes in U.S. tax laws. The tax legislation, signed into law on March 9, 2002,
enabled GBC to carry back its 2001 domestic tax loss to 1996 and 1997. The
carryback generated a $7.5 million tax refund that was received in March 2002
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, which was recorded in the first quarter of
2002. In the second quarter of 2002, GBC also settled a U.S. Federal income tax
claim resulting in a refund of approximately $0.9 million which is reflected as
a reduction to GBC's 2002 income tax provision.

Cumulative Effect of Accounting Change

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 Commercial and Consumer Group.

Net Loss

GBC realized a net loss of $0.2 million for the first nine months of 2003
compared to a net loss of $83.2 million for the first nine months of 2002. The
net loss in 2003 was impacted by restructuring charges of $9.8 million and the
loss on extinguishment of debt of $1.1 million. In 2002, the net loss was
impacted by the Cumulative Effect of Accounting Change of $79.0 million, net of
taxes, along with $8.0 million restructuring and other costs.

Liquidity and Capital Resources

Credit Facility

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.

26

During the second quarter of 2003, GBC entered into three new financing
agreements. On June 26, 2003, the Company completed the refinancing of its
primary senior credit facility (the "Primary Facility"). The new $197.5 million
Primary Facility includes a $72.5 million multicurrency revolving credit line
and a $125 million term loan. The maturity date on the Primary Facility is
January 15, 2008, and it provides for significantly lower interest rate spreads
than the previous senior credit facility (the "Previous Primary Facility"). As
of September 30, 2003, outstandings under the Primary Facility included $125
million for the term loan and no borrowings and $13.6 million of letters of
credit under the revolving credit line. Concurrent with the completion of the
Primary Facility, GBC entered into a mortgage financing arrangement under which
its real estate holdings in Northbrook and Skokie, Illinois and its real estate
and equipment in Addison, Illinois are pledged as collateral ("Mortgage
Financing"). The $14.8 million proceeds from the Mortgage Financing was also
used to repay a portion of the Previous Primary Facility. As of September 30,
2003, the outstanding balance on the Mortgage Financing was $14.4 million. In
April 2003, GBC entered into a new multicurrency revolving credit facility in
the Netherlands (the "Netherlands Facility"). The maturity date on the
Netherlands Facility is April 9, 2008. The majority of $16.8 million that had
been borrowed under the Netherlands Facility was used to repay a portion of the
Previous Primary Facility. As of September 30, 2003, borrowings under the
Netherlands Facility were $14.8 million.

Interest rates on the Primary Facility are variable and are set at LIBOR plus
3.75% for borrowings under the $72.5 million multicurrency revolving credit
line, and LIBOR plus 4.50% for the term loan. Borrowings under the Primary
Facility are subject to a "pricing grid" which provides for lower interest rates
in the event that certain of GBC's financial ratios improve in future
periods.

Credit Facility - Financial Covenants

GBC must meet certain restrictive financial covenants as defined under the
Primary Facility. The covenants become more restrictive over time and require
the Company to maintain certain ratios related to total leverage, senior
leverage, fixed charge coverage, as well as a minimum level of consolidated net
worth. There are also other covenants, including restrictions on dividend
payments, acquisitions, additional indebtedness, and capital expenditures. In
addition to the restrictive covenants, multicurrency revolving credit line
borrowings are subject to a "borrowing base" which is determined based upon
certain formulas tied to GBC's trade receivables and inventory. With the
exception of its assets pledged under the Mortgage Financing, substantially all
of the assets of General Binding Corporation and its domestic subsidiaries, as
well as a portion of equity in certain foreign subsidiaries are pledged as
collateral under the Primary Facility.

The most restrictive financial covenants under the Primary Facility require
the Company to maintain the following targets and ratios:

27

Minimum Leverage Ratios:

There are two leverage ratio tests under the Primary Facility. The ratios are
computed by dividing the cumulative four quarter trailing EBITDA (as defined
under the Primary Facility) into the Company's total debt and its senior debt
(total debt less subordinated debt).

The Primary Facility requires that GBC's leverage ratios as of the end of
each quarter be no higher than:



Total Leverage
    Senior LeverageQ-3 2003
    4.75 to 1
    2.85 to 1Q-4 2003 - Q-3 2004
    4.50 to 1
    2.50 to 1Q-4 2004 - Q-3 2005
    4.25 to 1
    2.25 to 1Q-4 2005 - Q-3 2006
    3.75 to 1
    1.75 to 1Thereafter
    3.50 to 1
    1.50 to 1


Fixed Charge Coverage Ratio:

The fixed charge coverage ratio is consolidated trailing four quarter EBITDA
(as defined under the Primary Facility) less consolidated capital expenditures,
divided by consolidated fixed charges (as defined under the Primary Facility).
As of the end of each quarter through the fourth quarter of 2005, GBC must
maintain a ratio in excess of 1.10 to 1 and must maintain a ratio in excess of
1.15 to 1 for each quarter thereafter.

Consolidated Net Worth:

GBC must maintain consolidated net worth (as defined under the Primary
Facility) of $37.0 million plus the sum of 50% of consolidated net income of
each quarterly period subsequent to June 30, 2003.

Primary Facility - Term Loan Amortization and Maturity

Principal payments on the term loan are due quarterly beginning with the
fourth quarter of 2003. The required quarterly payments are as
follows:



Q-4 2003 - Q-3 2004
    $2.5 millionQ-4 2004 - Q-3 2005
    3.0 millionQ-4 2005 - Q-3 2007
    3.5 million


28

The remaining balance of the term loan is due on the maturity date of the
Primary Facility of January 15, 2008.

Primary Facility - Financial Covenants

As of and for the period ended September 30, 2003, GBC was in compliance with
all covenants under the Primary Facility.

Based upon its current financial forecast, the Company expects to remain in
compliance with the covenants under the Primary Facility. The financial forecast
assumes that there will be no further significant deterioration of worldwide
economic conditions, no significant increases in competitive pressure, and that
certain objectives of the Operational Excellence Program will be achieved. If
these assumptions are not met, it is possible that the Company will fail one or
more of its covenants. In that situation, if GBC were unable to obtain an
amendment to the Facility or a waiver in the event of a major covenant
violation, the Company's liquidity would be adversely impacted to a significant
degree.

Cash Flows

Cash provided by operating activities was $25.9 million for the first nine
months of 2003, compared to $35.9 million for the same period in 2002.
Significant factors impacting the change in cash flow from operations include:
a) the net change in cash taxes paid (recovered), as 2002 included an income tax
refund of approximately $7.5 million; b) a reduction in accounts payable in 2003
due to changes in payment terms with certain suppliers; and c) improved
collection of customer receivables in 2003 compared to 2002.

Net cash used in investing activities was $9.1million during 2003,
compared to $5.5 million in 2002. In 2003, GBC invested $3.2 million in a joint
venture arrangement for the Industrial and Print Finishing Group.

Net cash used in financing activities was $21.9 million during 2003, compared
to $72.4 million during 2002. In order to ensure adequate liquidity while the
amendment of the previous Revolving Credit Facility was being negotiated, GBC
maintained higher than normal short-term investments through additional
borrowings at December 31, 2001. After the Credit Facility extension was
completed in January 2002, GBC used the excess cash and investment balances to
repay approximately $52.8 million of borrowings under the Facility.

GBC has been restricted from paying dividends since the 1999 amendment and
restatement of the Facility, and therefore no dividends were paid during either
2003 or 2002.

29

As discussed in note 1 to GBC's consolidated financial statements included in
the Company's 2002 Annual Report on Form 10-K, GBC is included in the
consolidated US Federal Income tax return and certain US State Income tax
returns of its majority shareholder, Lane Industries, Inc. The Internal Revenue
Service has an open examination of Lane Industries, Inc. and subsidiaries for
the years 1999 through 2002. Additionally, there are ongoing audits in the US
and several international jurisdictions. In the opinion of management, GBC has
made adequate tax provisions for all years subject to examination, and currently
has adequate liquidity available to settle any known claims.

New Accounting Standards

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.
GBC's adoption of SFAS No.146 has not had a material impact on its consolidated
financial statements.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees of Indebtedness of Others"
(FIN No. 45). The initial recognition and measurement provisions of this
interpretation, which require a guarantor to recognize a liability at the
inception of a guarantee at fair value, are effective on a prospective basis to
guarantees issued or modified after January 1, 2003. GBC's adoption of FIN No.
45 has not had a material impact on GBC's consolidated financial statements.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock
Compensation - Transition and Disclosure" (SFAS No. 148), which amends SFAS No.
123. The new standard provides alternative methods for transition to the fair
value-based method of accounting for stock-based employee compensation from the
intrinsic method. GBC currently accounts for stock-based employee compensation
under the intrinsic method and has not made a determination as to when, or if,
the Company would change to the fair value-based method. SFAS No. 148 also
amends the disclosure requirements of SFAS

30

No. 123 to require more prominent and
frequent disclosures in financial statements about the effects of stock-based
compensation. The required disclosures have been adopted in the Company's
consolidated financial statements.

Forward Looking Statements

Certain statements under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and elsewhere in this Report
constitute "forward looking statements" within the meaning of Section 21E(I) (1)
of the Exchange Act. Such forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause actual results and the
performance of GBC to be materially different than anticipated future results
and performance expressed or implied by such forward-looking statements. Such
factors include, among other things, the following: a) competition within the
office products, document finishing and film lamination markets; b) the effects
of economic and political conditions; c) the issues associated with the
restructuring of certain of GBC's operations; d) the ability of GBC's
distributors to successfully market and sell GBC's products; e) the ability of
GBC to obtain capital to finance anticipated operating and capital requirements;
f) the availability and price of raw materials; g) dependence on certain
suppliers of manufactured products; h) the effect of consolidation in the office
products industry; and i) other factors indicated in GBC's registration
statements and reports filed with the SEC. These important factors may also
cause the forward-looking statements made by GBC in this Report, including but
not limited to those contained under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" to be materially
different from the actual results achieved by the Company. In light of these
factors, any forward-looking statements made herein should not be regarded as a
representation by GBC that the Company's plans and objectives will be achieved.

Item 3.

As of September 30, 2003, there were no changes with regard to market risk
since December 31, 2002 that would require further quantitative or qualitative
disclosure. For GBC's quantitative and qualitative disclosures about market risk
for the fiscal year ended December 31, 2002, refer to pages 22-24 in GBC's
Annual Report on Form 10-K.

Item 4. Controls and
Procedures

Within the 90 days prior to the date of filing this Quarterly Report on Form
10-Q, the Company carried out an evaluation, under the supervision and with the
participation of GBC's Disclosure Committee and the Company's management,
including the Chief Executive Officer and the Chief Financial Officer, of the

31

effectiveness of the design and operation of GBC's disclosure controls and
procedures pursuant to the Exchange Act Rule 15d-14. Based upon that evaluation,
the Chief Executive Officer and the Chief Financial Officer concluded that GBC's
disclosure controls and procedures are effective in timely alerting them to
material information relating to the Company (including its consolidated
subsidiaries) that would be required to be included for the period covered by
this quarterly report.

The Company's management, including the Chief Executive Officer and the Chief
Financial Officer, also conducted an evaluation of the Company's internal
control over financial reporting to determine whether any changes occurred
during the quarter covered by this report that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting. Based on that evaluation, there has been no such change
during the quarter covered by this report.

Part II

Item 6. Exhibits and Reports on Form 8-K

(a)    Exhibit 31.1 - Certification of the Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2 - Certification of the Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1 - Certification of the Chief Executive Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2 - Certification of the Chief Financial Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.

Registrant's Press Release dated October 22, 2003 furnished to the SEC
setting forth third quarter 2003 earnings.

32

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.





GENERAL BINDING CORPORATIONBy:
    /s/ Dennis J. MartinDennis J. MartinChairman, President and Chief
      Executive OfficerBy:
    /s/ Don CivginDon CivginSenior Vice President and Chief
      Financial OfficerNovember 13, 2003


33



> Exhibit 31.1

CERTIFICATIONS

I, Dennis J. Martin, certify that:

1. I have reviewed this quarterly report on Form 10-Q of General Binding
Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this quarterly report based on such evaluation; and

c) Disclosed in this quarterly report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting.

5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial
reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report financial
information; and

34

b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

Date: November 13, 2003

|/s/ Dennis J. Martin                                               
|-------------------------------------------------------------------
|Dennis J. MartinChairman, President and Chief Executive
    Officer

> 35
> Exhibit 31.2

CERTIFICATIONS

I, Don Civgin, certify that:

1. I have reviewed this quarterly report on Form 10-Q of General Binding
Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this quarterly report based on such evaluation; and

c) Disclosed in this quarterly report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting.

5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial
reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report financial
information; and

36

b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

Date: November 13, 2003

|/s/ Don Civgin                                                   
|-----------------------------------------------------------------
|Don CivginSenior Vice President and Chief Financial
      Officer

> 37
> Exhibit 32.1



CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

As adopted pursuant to

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of General Binding Corporation (the
"Company") on Form 10-Q for the period ended September 30, 2003 as filed with
the Securities and Exchange Commission on November 13, 2003, (the "Report"), I,
Dennis J. Martin, Chief Executive Officer of the Company, hereby certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.



|By: | /s/ Dennis J. Martin                                 
|--- | -----------------------------------------------------
|    | Dennis J. Martin                                     
|    | Chairman, President and Chief
      Executive Officer
|    |                                                      
|    | November 13, 2003                                    

38





> Exhibit 32.2



CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
As adopted pursuant to
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of General Binding Corporation (the
"Company") on Form 10-Q for the period ended September 30, 2003 as filed with
the Securities and Exchange Commission on November 13, 2003, (the "Report"), I,
Don Civgin, Chief Financial Officer of the Company, hereby certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.



|By: | /s/ Don
      Civgin                                   
|--- | -------------------------------------------------------
|    | Don Civgin                                             
|    | Senior Vice President and Chief
      Financial Officer
|    |                                                        
|    | November 13, 2003                                      











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