Smurfit Westrock 10-K 2024-12-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

OR

☐ T****RANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-42161

Smurfit Westrock plc

(Exact name of registrant as specified in its charter)

+353 1 202 7000

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of

Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an

emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”

in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or

revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control

over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued

its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing

reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by

any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No ☒

As of June 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the registrant’s ordinary shares, par value $0.001

per share (“ordinary shares”) were not listed on any domestic exchange or over-the-counter market. The registrant’s ordinary shares began trading on the New

York Stock Exchange on July 8, 2024.

The number of shares of registrant’s ordinary shares outstanding as of the close of business on March 3, 2025 was 521,964,165.

DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part III of this Annual Report on Form 10-K, to the extent not set forth herein, is incorporated herein by reference from the

registrant’s definitive proxy statement to be filed pursuant to Regulation 14A in connection with the registrant’s 2025 annual general meeting of shareholders

within 120 days after the end of the fiscal year to which this Annual Report on Form 10-K relates.

TABLE OF CONTENTS

EXPLANATORY NOTE

On April 26, 2024, the United States Securities and Exchange Commission (the “SEC”) declared effective the Registration Statement

on Form S-4 (file number 333-278185), as amended (as supplemented by the prospectus filed with the SEC on April 26, 2024, the

“Registration Statement”), of Smurfit WestRock Limited, formerly known as Cepheidway Limited and re-registered as an Irish public

limited company and renamed Smurfit Westrock plc (the “Company” or “Smurfit Westrock”), to register ordinary shares of $0.001

each in the capital of Smurfit Westrock (the “ordinary shares”) to be issued to the holders of shares of common stock of WestRock

Company (“WestRock”), pursuant to a transaction agreement dated as of September 12, 2023 (the “Transaction Agreement”), among

Smurfit Westrock, Smurfit Kappa Group plc (“Smurfit Kappa”), WestRock and Sun Merger Sub, LLC (“Merger Sub”) pursuant to

which (i) Smurfit Westrock acquired Smurfit Kappa by means of a scheme of arrangement under the Companies Act 2014 of Ireland

(as amended) and (ii) Merger Sub merged with and into WestRock, (the “Merger” and, together with the Smurfit Kappa Share

Exchange, the “Combination”). The Combination closed on July 5, 2024 (the “Closing Date”). A detailed description of the terms of

the Combination is included in the Registration Statement. Upon the completion of the Combination on July 5, 2024, Smurfit Kappa

and WestRock each became wholly owned subsidiaries of Smurfit Westrock with Smurfit Kappa shareholders owning approximately

50.3% and WestRock shareholders owning approximately 49.7%. Prior to the closing of the Combination, Smurfit Westrock had no

operations other than activities related to its formation and the Combination. Smurfit Kappa was determined to be the accounting

acquirer in the Combination; therefore, the historical Consolidated Financial Statements of Smurfit Kappa for periods prior to the

Combination are presented as the historical financial statements of the Company. Unless otherwise indicated or the context otherwise

requires, references in this Annual Report on Form 10-K to “Smurfit Westrock,” the “Company,” “our company,” “we,” “our,” and

“us,” or like terms, refer to the business and operations of Smurfit Kappa and its wholly-owned subsidiaries, which prior to July 5,

2024, did not include WestRock, when referring to the periods prior to the closing of the Combination, and refer to the combined

company (Smurfit Westrock, including, among others, its subsidiaries Smurfit Kappa and WestRock) when referring to the periods

after the Combination.

This Annual Report on Form 10-K is being filed with respect to the year ended December 31, 2024. Accordingly, the disclosures

herein, including the financial statements and related Management’s Discussion and Analysis, describe the business, financial

condition, results of operations, liquidity and capital resources of Smurfit Westrock following the Combination, except as expressly

provided herein. For prior periods, the disclosures herein reflect the financials of Smurfit Kappa, except as expressly provided herein.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K includes certain “forward-looking statements” (including within the meaning of Section 27A of the

Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”))

regarding, among other things, the plans, strategies, outcomes, and prospects, both business and financial, of Smurfit Westrock, the

expected benefits of the completed Combination of Smurfit Kappa and WestRock Company (including, but not limited to, synergies),

and any other statements regarding Smurfit Westrock’s future expectations, beliefs, plans, objectives, results of operations, financial

condition and cash flows, or future events or performance. Statements that are not historical facts, including statements about the

beliefs and expectations of the management of Smurfit Westrock, are forward-looking statements. Words such as “may”, “will”,

“could”, “should”, “would”, “anticipate”, “intend”, “estimate”, “project”, “plan”, “believe”, “expect”, “target”, “prospects”,

“potential”, “commit”, “forecasts”, “aims”, “considered”, “likely”, “estimate” and variations of these words and similar future or

conditional expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such

statements. While the Company believes these expectations, assumptions, estimates and projections are reasonable, such forward-

looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the

control of the Company. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and

depend upon future circumstances that may or may not occur. Actual results may differ materially from the current expectations of the

Company depending upon a number of factors affecting its business, including risks associated with the integration and performance

of the Company following the Combination. Risks, uncertainties and other factors that might cause such differences, some of which

could be material, include, but are not limited to, the factors discussed below under the section entitled “Risk Factors” below and in

subsequent filings with the SEC by the Company. Forward-looking and other statements in this document may also address the

Company’s corporate responsibility progress, plans, and goals (including environmental matters), and the inclusion of such statements

is not an indication that these contents are necessarily material to investors or required to be disclosed in our filings with the Securities

and Exchange Commission. In addition, historical, current, and forward-looking sustainability-related statements may be based on

standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that

are subject to change in the future.

The Company’s forward-looking statements speak only as of the date of this Annual Report on Form 10-K or as of the date they are

made. Neither the Company nor any of its associates or directors, officers or advisers provides any representation, assurance or

guarantee that the occurrence of the events expressed or implied in any such forward-looking statements will actually occur. You are

cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with its legal or regulatory

obligations (including under the UK Listing Rules, the Disclosure Guidance and Transparency Rules, the UK Market Abuse

Regulation and other applicable regulations), the Company is under no obligation, and the Company expressly disclaims any intention

or obligation, to update or revise publicly any forward-looking statements, whether as a result of new information, future events or

otherwise.

PART I

Overview

Smurfit Westrock was created in July 2024 as a strategic combination between Smurfit Kappa Group plc (“Smurfit Kappa”), one of

the leading integrated corrugated packaging manufacturers in Europe, with a large-scale pan-regional presence in Latin America, and

WestRock Company (“WestRock”), one of the leaders in North America in corrugated and consumer packaging solutions and a

multinational provider of sustainable fiber-based paper and packaging solutions.

We are a global leader in sustainable, paper-based packaging with extensive scale, quality products and geographic reach and

diversity. We aim to create the ‘go-to’ packaging partner of choice, bringing together highly complementary portfolios and sets of

capabilities benefiting customers, employees and shareholders.

Background

Smurfit Westrock was incorporated and registered in Ireland on July 6, 2017, under the Irish Companies Act as a private company

limited by shares with registered number 607515, with the name “Cepheidway Limited.” On September 12, 2023, Smurfit Kappa and

WestRock announced entry into a transaction agreement pursuant to which the companies would execute a strategic combination (the

“Combination”). Prior to the Combination, Smurfit Westrock re-registered as an Irish public limited company pursuant to Part 20 of

the Companies Act 2014 of Ireland, as amended (the “Irish Companies Act”) and was renamed “Smurfit Westrock plc.”. Upon

completion of the Combination, Smurfit Kappa and WestRock each became wholly owned subsidiaries of Smurfit Westrock, and

Smurfit Westrock continued as the new holding company of the combined group of Smurfit Kappa and WestRock. As a result of the

Combination, former Smurfit Kappa shareholders and WestRock shareholders became holders of Smurfit Westrock ordinary shares.

Smurfit Westrock had no historical operations nor traded or carried out any business of its own since its incorporation until just prior

to consummation of the Combination.

Smurfit Westrock has a dual listing on the New York Stock Exchange (“NYSE”) and the equity shares (international commercial

companies secondary listing) category of the Official List of the UK Financial Conduct Authority (“FCA”), and Smurfit Westrock

ordinary shares trade on the NYSE and the London Stock Exchange’s main market for listed securities.

Products

Our primary products fall into a number of categories, as further described below. Primarily, we produce paper-based packaging

products. Our vertically integrated system provides raw materials of wood or recovered fiber, which are used to manufacture various

grades of board, which are then converted into packaging products. Our main categories of packaging are corrugated containers,

manufactured from containerboard; and consumer packaging, manufactured from paperboard. We also produce other grades of board,

such as solidboard, kraft paper, and graphic board, as well as other packaging products such as solidboard packaging, paper sacks and

bag-in-box.

Containerboard and Corrugated Containers

Containerboard is the general term that describes the intermediate materials used to manufacture corrugated sheet, namely linerboard

and medium.

Linerboard is used to form the inner and outer layers of the corrugated sheet. Linerboard can be manufactured from virgin fiber

(known as “kraftliner”) or recovered paper (known as “testliner”). The recycling of old corrugated cases (“OCC”) provides the

primary source of recovered paper. In general, kraftliner is of higher quality and more versatile than testliner. Linerboard can be

surface treated to improve the printing quality through the use of white, mottled or fully bleached pulp as the top layer.

Medium is used to form the inner layer of the corrugated sheet. It is primarily manufactured from recovered paper but can also be

manufactured from virgin fiber.

We feed linerboard and corrugating medium into a corrugator that flutes the medium to specified sizes, glues the linerboard and fluted

medium together, and slits and cuts the resulting corrugated paperboard into corrugated sheets whose dimensions fit ultimate customer

specifications, and are subsequently converted into corrugated packaging.

Corrugated packaging refers to the conversion of corrugated sheets through the production and the sale of corrugated containers and

other corrugated products including displays. Corrugated packaging is used to provide protective packaging for shipment and

distribution of food, paper, health and beauty, and other household, consumer, commercial and industrial products. Corrugated

packaging may also be graphically enhanced for retail sale, particularly in club store locations. Our corrugated packaging operations

manufactures primarily corrugated sheets, corrugated packaging and preprinted linerboard for sale to consumer and industrial products

manufacturers and corrugated box manufacturers. We produce a wide range of high-quality corrugated containers designed to protect,

ship, store, promote and display products made to our customers’ specifications.

Paperboard and Consumer Packaging

Paperboard is a general term that describes the intermediate materials used primarily to produce folding cartons and other consumer

packaging products. There are a number of different types of paperboard, that can be manufactured using virgin fiber or recovered

paper, or a recycled basestock that is laminated with kraftliner. Paperboard can be unbleached, coated or fully bleached, and

manufactured primarily using either wood or recovered fiber as a primary raw material. These are used primarily to manufacture

folding cartons and can have specialty characteristics such as grease masking and microwaveability.

Consumer packaging is used mainly as primary packaging for products, providing convenience, marketing support and protection for

products, and can consist of folding cartons, carriers and other containers. Our folding cartons are used to package items for industries

such as food, paper, beverages, dairy products, confectionery, health and beauty and other household consumer, commercial and

industrial products, primarily for retail sale. Our folding cartons are also used by our customers to attract consumer attention at the

point-of-sale. We also manufacture express mail packages for the overnight courier industry, provide inserts and labels, as well as

rigid packaging and other printed packaging products, such as transaction cards (e.g., credit, debit, etc.), brochures, product literature,

marketing materials (such as booklets, folders, inserts, cover sheets and slipcases) and grower tags and plant stakes for the

horticultural market. For the global healthcare market, we manufacture paperboard packaging for over-the-counter and prescription

drugs.

Solidboard and Solid Board Packaging

Solidboard is a layered form of paperboard. It has an outer layer of linerboard, which is laminated onto a solid layer of recycled paper,

producing a product that is heavier and more resistant to moisture and cold than corrugated containers. Solidboard is better suited for

certain more demanding packaging applications which may be exposed to wet conditions and freezing temperatures, such as the

transportation of fresh products, including fruit, vegetables, fish, meat, poultry and dairy products. Solidboard sheets are produced in

paper mills and converted into Solidboard packaging in converting units.

Graphic board

Graphic board is a heavyweight type of solidboard with distinct properties, including rigidity and stability, which makes it suitable for

processing into different applications, such as book covers, game boards, jigsaw puzzles and lever arch files, onto which sophisticated

graphics can be laminated.

Kraft Paper and Paper Sacks

Kraft paper is a grade of paper made primarily from wood which is used in different applications, the key one being in paper sack

pr

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Investing in our ordinary shares involves uncertainty and risk due to a variety of factors. You should carefully consider the risks

described below, which could materially adversely affect our business, financial condition, results of operations (including revenues

and profitability) and/or ordinary share price, with all of the other information included in this Annual Report on Form 10-K. Our

business is also subject to general risks and uncertainties that may broadly affect companies, including us. Some of the factors, events,

and contingencies discussed below may have occurred in the past, and the disclosures below are not representations as to whether or

not the factors, events, or contingencies have occurred in the past, but are provided because future occurrences of such factors, events,

or contingencies could have a material adverse effect on our business, results of operations, financial condition, cash flows or share

price. Further, the risks and uncertainties described below are not the only ones we face. Additional risks not presently known to us or

that we currently deem immaterial may also materially affect our business, financial condition, results of operations (including

revenues and profitability) and/or ordinary share price.

Risk Factors Summary

The following summary is intended to enhance the readability and accessibility of our risk factor disclosures. We encourage you to

carefully review the full risk factors discussed below in their entirety for additional information. Some of the factors that could

adversely affect our results of operations, cash flows and financial condition, and the trading price of our ordinary shares, include:

Market and Industry Risks

• As a leading global manufacturing business, we have been, and may be materially adversely affected by economic,

geopolitical and social factors that are beyond our control.

• We may be adversely affected by uncertainty, downturns, actions taken by competitors or other changes in the paper and

packaging industry.

• Our earnings are highly dependent on demand.

• Price fluctuations in, or shortages in the availability of, energy, transportation and raw materials could materially adversely

affect our business.

• We are exposed to significant competition in the paper and packaging industry, which may materially and adversely affect

the price and volume of products sold.

Operating Risks

• We may experience business disruptions that adversely affect our operations.

• We may fail to anticipate trends and develop or integrate new technologies or to protect intellectual property related to our

products and technologies.

• Our capital expenditures may not achieve the desired outcomes or may be completed at a higher cost than anticipated.

• We are exposed to risks related to international sales and operations.

• We could be exposed to currency exchange rate fluctuation risks.

• We may produce faulty or contaminated products due to failures in quality control measures.

• We are subject to cybersecurity risks that could threaten the confidentiality, integrity and availability of data in our systems,

and could result in disruptions to our operations.

• We may be adversely impacted by work stoppages and other labor relations matters.

• We may not be able to attract, motivate and/or retain qualified personnel, including our key personnel.

• We face challenges associated with sustainability matters, including the impact of climate change and its potential impact on

areas such as our operations and raw material availability.

• Failure by us to successfully implement strategic transformation initiatives, including those relating to information

technology infrastructure, could adversely affect our business.

• If we are unsuccessful in integrating acquisitions or if disposals result in unexpected costs or liabilities, our business could be

materially and adversely affected.

Risks Related to the Combination

• We may not realize all of the benefits of the recent Combination or such benefits may take longer than anticipated or may be

lower than estimated.

• We may fail to successfully integrate Smurfit Kappa and WestRock, including their individual cultures and philosophies.

• We have incurred and will incur significant costs as a result of becoming subject to various U.S. laws and regulations,

including U.S. securities laws and reporting requirements.

• We will be required to comply with the Sarbanes-Oxley Act and may incur significant costs and devote substantial

management time towards developing and maintaining adequate internal controls, which may materially adversely affect our

operating results in the future.

• We have identified a material weakness in our internal control over financial reporting that could, if not remediated, result in

material misstatements in our financial statements and cause us to fail to meet our reporting and financial obligations.

• Changes in existing financial accounting standards or practices may have a material adverse effect on our business, results of

operations, cash flows and financial condition, and the trading price of our ordinary shares.

Financial Risks

• Our continued growth depends on our ability to retain existing customers and attract new customers.

• Our debt could adversely affect our financial health.

• Adverse credit and financial market events and conditions, as well as credit rating downgrades, could, among other things,

impede access to or increase the cost of financing.

• We have a significant amount of goodwill and other intangible assets and a write-down could materially adversely impact our

operating results.

• We have a number of pension arrangements that are currently in deficit and may incur additional liability and/or increased

funding requirements in connection with multi-employer pension plans.

• Any dividend payment in respect of our shares is subject to a number of factors, and there are no guarantees that the

Company will pay dividends or the level of any such dividends.

Legal and Regulatory Risks

• We are subject to a wide variety of laws, regulations and other requirements that may change or may impose substantial

compliance costs.

• We are subject to a growing number of environmental and climate change laws and regulations.

• Changes to trade policy, including tariff and customs regulations, or failure to comply with such regulations may have an

adverse effect on our reputation, business, financial condition and results of operations.

• We are subject to compliance with antitrust and similar legislation in the jurisdictions in which we operate.

• We are subject to a number of laws and regulations relating to privacy, security and data protection, and failure to comply

could lead to fines and/or litigation.

• Failure to comply with applicable occupational health and safety laws and regulations may have a material adverse effect on

our business.

• The Company’s maintenance of two exchange listings may adversely affect liquidity in the market for our shares and result in

pricing differentials of our shares between the two exchanges.

Risks Related to Our Incorporation in Ireland

• We are incorporated in Ireland and Irish law differs from the laws in effect in the U.S. and might afford less protection to our

shareholders.

• Any attempts to acquire the Company will be subject to the Irish Takeover Panel Act 1997, Takeover Rules, 2022 (the “Irish

Takeover Rules”) and subject to the supervisory jurisdiction of the Irish Takeover Panel and the Company’s board of

directors (the “Board”) may be limited by the Irish Takeover Rules in its ability to defend an unsolicited takeover attempt.

Market and Industry Risks

As a leading global manufacturing business, we have been, and may be in the future, materially adversely affected by factors that

**are beyond our control, such as economic and financial market conditions, g

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None.

Risk Management and Strategy

We face various cybersecurity risks, including, but not limited to, risks related to unauthorized access, misuse, data theft, computer

viruses, system disruptions, ransomware, malicious software and other intrusions. We utilize a multilayered, proactive approach to

identify, evaluate, mitigate and prevent potential cyber and information security threats through our cybersecurity risk management

program. Our cybersecurity risk management program is integrated into our broader Enterprise Risk Management (“ERM”) program,

which is designed to identify, assess, prioritize and mitigate risks across the organization to enhance our resilience and support the

achievement of our strategic objectives. This integrated approach helps safeguard that cybersecurity risks are not viewed in isolation,

but are assessed, prioritized and managed in alignment with the Company’s operational, financial and strategic risks, assisting the

Company in more effectively managing interdependencies among risks and enhancing risk mitigation strategies. There are also

processes, policies, procedures, operations, technologies and systems in place within our cybersecurity risk management program that

pertain to legacy companies as a result of our Combination. Though these remain to be fully integrated as part of the Combination,

such integration will be a major focus over the year. Cybersecurity risk measures or governance described herein apply to our whole

Company, unless otherwise specified.

We devote resources to protecting the security of our computer systems, software, networks, data, and other technology assets. The

Company follows cybersecurity control frameworks based on industry standards. We also employ systems and processes designed to

oversee, identify, and reduce the potential impact of a security incident originating from a third-party vendor, service provider or

customer. We have cybersecurity architecture practices in place to promote robust architecture design in our technology and to foster

a standardized security landscape. We have security operations teams that provide 24/7 monitoring of our IT environment for any

indications of compromise and incident response processes to react as necessary. In addition to our internal cybersecurity capabilities,

we also regularly engage other third-party specialists to assist with independent reviews of our security posture. For instance, external

penetration testing is completed on an annual basis by specialist third-parties. As part of our overall risk mitigation strategy, the

Company also maintains cyber insurance coverage; however, such insurance may not be sufficient in type or amount to cover us

against claims related to security breaches, cybersecurity incidents and other related breaches.

We deliver cybersecurity courses and awareness training on information security to our employees with access to Company email or

devices at least annually. Additional cybersecurity trainings are made available for all employees throughout the year, including

phishing, social engineering and other cybersecurity training as well as targeted training for specific roles based on responsibilities and

risk level.

The Company has cybersecurity teams and incident response processes focusing on industry standard incident response stages, such as

investigation, containment, mitigation, and recovery. These processes provide a standardized approach when responding to

cybersecurity threats or security incidents and include procedures for communication with senior management and key stakeholders,

as appropriate. Our incident response processes align with National Institute of Standards and Technology (“NIST”) standards and are

tested via externally led tabletop exercises, at least annually. In the event of an incident, the cybersecurity team assesses, among other

factors, supply chain disruption, data and personal information loss, business operations disruption, and projected cost and potential

for reputational harm, with participation from senior management, technical staff, and legal support, as appropriate. As part of the

annual cybersecurity awareness training program, employees are informed of their responsibilities to report an incident to the

cybersecurity team, supporting awareness of the importance of incident response across the Company's workforce.

In order to oversee and identify risks from cybersecurity threats associated with the Company’s business partners, as well as our use of

third-party service providers, we maintain various processes and procedures to evaluate and/or monitor cybersecurity threats

associated with third parties. We have information technology disaster recovery plans in place which are regularly tested.

Additionally, we have business continuity processes in place. Cybersecurity threats are constantly expanding and evolving, becoming

increasingly sophisticated and complex, increasing the difficulty of detecting and defending against them and maintaining effective

security measures and protocols. Due to evolving cybersecurity threats, it has and will continue to be difficult to prevent, detect,

mitigate, and remediate cybersecurity incidents, and the Company has been and continues to be the target of cybersecurity incidents

and network disruptions. During the periods covered by this report, we believe that the risks posed by such cybersecurity threats have

not materially affected the Company and its business strategy, results of operations and financial condition, and as of the date of this

report, the Company is not aware of any material risks from cybersecurity threats that are reasonably likely to do so, however, we

cannot eliminate all risks from cybersecurity threats or provide assurances that the Company will not be materially affected by such

risks in the future. For further information, see Item 1A. “Risk Factors — We are subject to cybersecurity risks that could threaten the

confidentiality, integrity and availability of data in our systems, and could result in disruptions to our operations and adversely affect

our operations, cash flows and financial condition.”

Governance

As part of our Board’s role in overseeing the Company’s cybersecurity risks, the Board devotes time and attention to cybersecurity

and data privacy-related risks, with the Audit Committee of the Board of Directors (the “Audit Committee”) being primarily

responsible for overseeing information technology risk exposures, including cybersecurity, data privacy and data security. The Audit

Committee regularly reviews the measures implemented by the Company to identify and mitigate risks from cybersecurity threats. As

part of such reviews, the Audit Committee receives reports and presentations from members of our team responsible for overseeing the

Company’s cybersecurity risk management, including our Chief Information Officer (“CIO”), other cybersecurity leaders, consisting

of our Chief Information Security Officers (“CISOs”), and our legal team, which may address a wide range of topics including recent

developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment,

technological trends and information security considerations arising with respect to the Company’s peers and third parties. The Chair

of the Audit Committee and the CFO regularly brief the full Board on these matters. We have procedures by which certain

cybersecurity incidents are escalated within the Company. Cybersecurity incidents that meet specified criteria for financial,

operational, or otherwise relevant impact are escalated for further review to our Cyber Disclosure Committee, comprised of senior

leaders and subject matter experts representing functional areas such as information security and legal. The Cyber Disclosure

Committee will, where appropriate, report certain cybersecurity incidents to the Board in a timely manner.

Our CIO has 30 years of experience in information security and cybersecurity areas. Our cybersecurity leaders, who report into our

CIO, have extensive knowledge and skills gained from nearly two decades of work experience at the Company and elsewhere that

head the teams responsible for implementing, monitoring and maintaining cybersecurity and data protection practices across the

Company. The cybersecurity leaders are supported by a team with expertise in technical architecture and security operations;

governance, risk and compliance; data protection; behavioral change; and cyber incident response, many of whom hold cybersecurity

certifications and possess deep technical knowledge and experience.

Cybersecurity leaders receive reports on cybersecurity threats from internal cybersecurity sources and industry partners on an ongoing

basis and regularly review risk management measures implemented by the Company to identify and mitigate data protection and

cybersecurity risks. Our cybersecurity leaders work closely with the legal department to oversee compliance with regulatory and

contractual security requirements.

We operate locations in North America, including the majority of U.S. states, South America, Europe, Asia, Africa and Australia. We

own our principal offices in Dublin, Ireland. We believe that our existing production capacity is adequate to serve existing demand for

our products and consider our plants and equipment to be in good condition.

Our corporate offices, significant regional offices and operating facilities (including our mills) as of December 31, 2024 are

summarized below:

(1) Excludes facilities we are in the process of closing

The tables that follow show our estimated annual production capacity in thousands of tons by mill at December 31, 2024. The capacity

reflects our current expectations, including assumptions such as product mix and basis weight. Our mill system production levels and

operating rates may vary from year to year due to changes in market and other factors, including weather-related events. We own all of

our mills. At December 31, 2024, we also own approximately 165,000 acres of forestlands in Colombia and 136,000 acres of

forestlands in Brazil.

Europe, MEA and APAC Mills - annual production capacity in thousands of tons

North America Mills - annual production capacity in thousands of tons

Latin America Mills - annual production capacity in thousands of tons

The information called for by this item is incorporated herein by reference to Note 21. Commitments and Contingencies in the

accompanying Consolidated Financial Statements.

Not applicable.

PART II

PART II: FINANCIAL INFORMATION

Market Information

Our ordinary shares are currently listed on the New York Stock Exchange (NYSE) under the ticker “SW” and began trading on July 8,

2024. Prior to that date, there was no public trading market for our ordinary shares on the domestic stock exchanges. Our ordinary

shares also trade under the symbol “SWR” on the London Stock Exchange.

Holders

As of March 3, 2025, there were 5,293 shareholders of record of our ordinary shares. The number of record holders of our ordinary

shares does not reflect the number of persons or entities holding their shares in “street” name through brokerage firms or other

nominee holders.

Recent Sales of Unregistered Equity Securities

None.

Issuer Purchases of Equity Securities

None

Dividends

Historically, WestRock has declared dividends on a quarterly basis and Smurfit Kappa has declared dividends at least twice per year.

Following the approval on July 24, 2024 by the High Court of Ireland of a capital reduction in accordance with Part 3 of the Irish

Companies Act 2014, on July 26, 2024, Smurfit Westrock announced that the Board approved a quarterly dividend of $0.3025 per

share on its ordinary shares. The quarterly dividend of $0.3025 per ordinary share was paid on September 18, 2024 to shareholders of

record at the close of business on August 15, 2024. Subsequently, the Board approved a quarterly dividend of $0.3025 per share on

the Company’s ordinary shares. The quarterly dividend of $0.3025 per ordinary share was paid on December 18, 2024 to shareholders

of record at the close of business on November 15, 2024. In January 2025, the Board approved a quarterly dividend of $0.4308 per

share on its ordinary shares. The quarterly dividend is expected to be paid on March 18, 2025 to shareholders of record at the close of

business on February 14, 2025.

In certain circumstances, as an Irish tax resident company, we may be required to deduct Irish dividend withholding tax (“DWT”)

(currently at the rate of 25%) from dividends paid to our shareholders. Shareholders resident in “relevant territories” (including

countries that are European Union member states (other than Ireland), the United States and other countries with which Ireland has a

tax treaty) may be exempted from Irish DWT. However, shareholders residing in other countries will generally be subject to Irish

DWT.

The declaration of dividends is subject to the discretion of Smurfit Westrock’s Board of Directors. Our Board is committed to

continuing to pay regular cash dividends; however, there can be no assurance as to future dividends. The Board will consider various

factors when determining whether to pay dividends, including but not limited to, Smurfit Westrock’s results of operations, capital

investment priorities, the market price of Smurfit Westrock’s ordinary shares and access to capital markets, as well as legal

requirements (including requirements relating to availability of distributable reserves), industry practice and other factors deemed

relevant by the Board. For additional information, see “Risk Factors—Any dividend payment in respect of our shares is subject to a

number of factors, including the distributions of earnings to the Company by its subsidiaries, the financial condition and results of

operations of the Company, as well as the distributable reserves of the Company and the discretion of the Company’s Board, and there

are no guarantees that the Company will pay dividends or the level of any such dividends.”

Performance Graph*****

The following graph compares cumulative total shareholder return on the Company’s ordinary shares against the Standard & Poor’s

(“S&P”) 500 Stock Index and the Dow Jones Containers & Packaging Index from July 8, 2024 (the first day our ordinary shares began

trading on the NYSE) through December 31, 2024. The graph is indexed at 100 on July 8 for each of the Company’s ordinary shares,

the S&P 500 Stock Index and the Dow Jones Containers & Packaging Index. It also assumes that all dividends were reinvested. The

comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance

of our ordinary shares.

*The above performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by

reference into any filing of Smurfit Westrock under the Securities Act or the Exchange Act, except as shall be expressly set forth by

specific reference in such filing.

Equity Compensation Plan Information

See Part III, Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters” below.

MANAGEMENT**’S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF**

OPERATIONS OF SMURFIT WESTROCK

The following discussion and analysis of Smurfit Westrock’s financial condition and results of operations should be read in

conjunction with Smurfit Westrock’s audited Consolidated Financial Statements and their related notes for the year ended December

31, 2024*,* our audited Consolidated Financial Statements and their related notes for the year ended December 31, 2023 and Smurfit

Kappa’s audited Consolidated Financial Statements and their related notes for the year ended December 31, 2023*, as well as the*

information under the heading “Management’s Discussion and Analysis of the Financial Condition and Results of Operations of

Smurfit Kappa” that were disclosed in Smurfit Westrock’s Registration Statement on Form S-4 (file number 333-278185) which was

declared effective on April 26, 2024 (as supplemented by the prospectus filed with the SEC on April 26, 2024, the “Registration

Statement”). This discussion contains forward-looking statements that involve risks and uncertainties. Smurfit Westrock’s future

results could differ materially from the results discussed below. Factors that could cause or contribute to such differences include, but

are not limited to, those identified below and those discussed in the Item 1A. Risk Factors. Please refer to the sectio**n above entitled

“Cautionary Note Regarding Forward-Looking Statements" for additional information*.*

Smurfit Kappa was determined to be the accounting acquirer in the Combination; therefore, the historical consolidated financial

statements of Smurfit Kappa for periods prior to the Combination were also considered to be the historical financial statements of the

Company. Unless otherwise specified or the context otherwise requires, all references to the “Company” and “Smurfit Kappa” refer

to Smurfit Kappa Group plc and its subsidiaries and their operations when referring to periods prior to the closing of the

Combination, and references to the “Company” and “Smurfit Westrock” refer to the combined company, Smurfit Westrock and its

subsidiaries, including, among others, Smurfit Kappa and WestRock, when referring to periods after the Combination.

OVERVIEW

Smurfit Westrock is one of the world's largest integrated manufacturers of paper-based packaging products in terms of volumes and

sales, with operations in North America, South America, Europe, Asia, Africa, and Australia. Smurfit Westrock partners with its

customers to provide differentiated, sustainable paper and packaging solutions that enhance its customers’ prospects of success in their

markets.

Transaction Agreement and Combination with WestRock

On September 12, 2023, Smurfit Kappa, a public company incorporated in Ireland, and WestRock, a public company incorporated in

Delaware, United States, announced they had reached a definitive agreement on the terms of a proposed combination.

As described elsewhere in this report, the Combination closed on July 5, 2024. Pursuant to the Transaction Agreement, on the Closing

Date each issued ordinary share, par value €0.001 per share, of Smurfit Kappa (a “Smurfit Kappa Share”) was exchanged for one

ordinary share, par value $0.001 per share, of Smurfit Westrock (a “Smurfit Westrock Share”) and, in exchange for the net assets of

WestRock acquired through the Merger, each share of common stock, par value $0.01 per share, of WestRock (the “WestRock

Common Stock”), was converted into the right to receive one Smurfit Westrock Share and $5.00 in cash (the “Merger Consideration”)

for an aggregate cash consideration of $1,291 million (the “Cash Consideration”) and issuance of 258,228,403 shares to WestRock

shareholders. 

Upon completion of the Combination, Smurfit Kappa and WestRock each became wholly owned subsidiaries of Smurfit Westrock

with Smurfit Kappa shareholders owning approximately 50.3% and WestRock shareholders owning approximately 49.7%. Prior to the

closing of the Combination, Smurfit Westrock had no operations other than activities related to its formation and the Combination.

Given the non-operational nature of the Company prior to the Combination, the Smurfit Kappa Share Exchange is not considered a

business combination and does not give rise to any goodwill or adjustments to accounting basis.

The consolidated financial statements of Smurfit Westrock following the Smurfit Kappa Share Exchange are a continuation of the

financial statements of Smurfit Kappa and therefore, the historical consolidated financial information for periods prior to the

Combination, including the comparatives presented, reflect the pre-Combination carrying values of Smurfit Kappa except for the

retrospective adjustment to reflect the Company’s legal share capital as the successor after giving effect to the Smurfit Kappa Share

Exchange.

The Merger is recognized as a business combination under Accounting Standards Codification (“ASC”) 805, “Business

Combinations” (“ASC 805”). Smurfit Kappa was determined to be the accounting acquirer of WestRock. Accordingly, as noted

above, the financial statements reflected in these Consolidated Financial Statements and the discussions below include WestRock's

financial position and results of operations for the period subsequent to the completion of the Combination on July 5, 2024.

Consequently, the results reported for the twelve months ended December 31, 2024 do not include WestRock’s financial results for the

first five days of July or any prior periods.

Refer to “Note 2. Acquisitions” of the Consolidated Financial Statements for additional information related to the accounting for the

Combination.

Following the completion of the Combination, Smurfit Westrock reassessed the Company’s reportable segments due to changes in

organizational structure and how the Company’s chief operating decision maker (“CODM”) makes key operating decisions, allocates

resources and assesses the performance of the business. Consequently, subsequent to the Combination, Smurfit Westrock began to

manage the combined business as three reportable segments: (1) North America, (2) Europe, the Middle East and Africa (“MEA”),

and Asia-Pacific (“APAC”), and (3) Latin America (“LATAM”). As a result of the change in reportable segments, certain prior year

amounts have been recast to conform to the current year presentation. Throughout this Annual Report on Form 10-K, unless otherwise

indicated, amounts and activity reflect reclassifications related to the Company's change in reportable segments. Refer to “Note 3.

Segment Information” of the Consolidated Financial Statements for further discussion of the Company’s segment reporting structure.

E****XECUTIVE SUMMARY

Smurfit Westrock’s net sales increased by $9,016 million, to $21,109 million in the year ended December 31, 2024, from $12,093

million in the year ended December 31, 2023. This increase was primarily due to the acquisition of WestRock and a positive volume

impact partially offset by a lower selling/price mix.

Net income attributable to common shareholders decreased by $506 million, to $319 million in the year ended December 31, 2024,

from $825 million in the year ended December 31, 2023. This decrease was primarily driven by an increase of $317 million in

transaction and integration-related expenses associated with the Combination, an increase of $259 million in interest expense, net, and

a charge of $224 million for the amortization of the fair value step up on inventory recognized on WestRock’s inventory acquired. The

increases in expenses were partially offset by the positive impact of the Combination. Refer to “Results of Operations” for a detailed

review of Smurfit Westrock’s performance.

Net cash provided by operating activities decreased by $76 million, to $1,483 million in the year ended Dece

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Smurfit Westrock is exposed to market risk from changes in, among other things, interest rates, foreign currency exchange rates, and

commodity prices. See “Item 1A. Risk Factors” for additional information. Smurfit Westrock aims to identify and understand these

risks and then implement strategies to manage them. When evaluating these strategies, Smurfit Westrock evaluates the fundamentals

of each market, the Company’s sensitivity to movements in pricing, and underlying accounting and business implications. The

sensitivity analyses presented below do not consider the effect of possible adverse changes in the general economy, nor do they

consider additional actions we may take to mitigate the Company’s exposure to such changes. Smurfit Westrock may not be successful

in managing these risks.

Interest Rate Risk

Smurfit Westrock is exposed to changes in interest rates. The New Revolving Credit Facility is variable rate debt, as are Smurfit

Westrock’s receivables securitization facilities. Interest rate changes therefore generally do not affect the market value of such debt,

but do impact the amount of interest payments and, therefore, Smurfit Westrock’s future earnings and cash flows, assuming other

factors are held constant. At December 31, 2024, Smurfit Westrock had fixed an average of 88.2% of its interest cost on borrowings

over the following 12 months. Holding all other variables constant, if interest rates for variable rate borrowings increased by 1%

Smurfit Westrock’s interest expense would increase, and income before taxes would decrease, by approximately $17 million over the

following 12 months. Interest income on cash balances would increase by approximately $9 million assuming a 1% increase in interest

rates earned on such balances over the following 12 months.

Foreign Exchange Risk

Smurfit Westrock manages its balance sheet having regard to the currency exposures arising from its assets being denominated in a

wide range of currencies. To this end, where foreign currency assets are funded by local borrowing, such borrowing is generally

sourced in the currency of the related assets.

Smurfit Westrock is exposed to transactional foreign exchange currency risk to the extent that there is a mismatch between the

currencies in which sales, purchases, receivables and borrowings are denominated and the respective functional currencies of the

Smurfit Westrock group companies. Smurfit Westrock hedges a portion of its currency exposure through the use of currency swaps

and forward contracts. Smurfit Westrock’s risk management policy allows the hedging of estimated foreign currency exposure in

respect of highly probable forecast sales and purchases. As such, certain subsidiaries enter into foreign currency forward contracts to

hedge highly probable forecast foreign currency sales and purchases for which hedge accounting is applied.

Smurfit Westrock operates in markets both inside and outside of the U.S. and derived 65.4% of net sales for the year ended

December 31, 2024, from outside the U.S. through international operations, some of which were transacted in U.S. dollars. Net sales

for the year ended December 31, 2024, include sales from legacy WestRock starting on July 5, 2024, and therefore the concentration

of U.S. dollar net sales is expected to increase in the future. No single country represented more than 10% of non-U.S. dollar net sales.

Although the Company is impacted by the exchange rates of a number of currencies, its largest net assets exposures for the year ended

December 31, 2024 included the euro, the Mexican peso, the Canadian dollar, the Brazilian real, the pound sterling, and the

Colombian peso. Strengthening of the U.S. dollar exchange rate by 1% against all other foreign currencies from the December 31,

2024, rate would reduce shareholders’ equity by approximately $101 million.

Commodity Price Risk

Smurfit Westrock is exposed to commodity price risks through its dependence on recovered paper, the principal raw material used in

the manufacture of recycled containerboard and virgin fiber which is the principal raw material that Smurfit Westrock uses in the

production of a portion of the Company’s containerboard, bleached paperboard and market pulp.

The price of recovered paper is dependent on both demand and supply conditions. Demand conditions include the production of

recycled containerboard in Europe and North America and the demand for recovered paper for the production of recycled

containerboard outside of Europe, principally in Asia. Supply conditions include the rate of recovery of recovered paper, itself

dependent on historical pricing related to the cost of recovery, and some slight seasonal variations. While virgin fiber prices have

generally been more stable than recycled fiber prices, they still fluctuate, particularly due to significant changes in weather, such as

during prolonged periods of heavy rain or drought, or during housing construction slowdowns or accelerations.

The cost of producing Smurfit Westrock’s products is also sensitive to the price of energy. Smurfit Westrock’s main energy exposure

is to the cost of gas and electricity. Smurfit Westrock’s energy costs increased by 25.0% in the year ended December 31, 2024, when

compared to the year ended December 31, 2023, as a result of the Combination with WestRock, partially offset by lower energy

market prices for legacy Smurfit Kappa operations. Smurfit Westrock’s energy costs decreased by 28.1% in the year ended

December 31, 2023, when compared to the year ended December 31, 2022, mainly due to lower gas and electricity prices.

The objective of our commodity exposure management is to minimize volatility in earnings due to large fluctuations in the price of

commodities. To manage commodity price risk, Smurfit Westrock may enter physical commodity contracts or financial derivative

contracts to manage risks associated with fluctuating energy costs. The timeframe for such programs can be up to three years.

We have elected to apply the normal purchase normal sales (“NPNS”) scope exception, where appropriate, for physical commodity

contracts that meet the criteria of derivatives under ASC 815. As such, Smurfit Westrock is not required to apply derivative accounting

treatment as required by ASC 815 to these physical commodity transactions.

Certain of our financial derivative contracts are designated as cash flow hedges, with changes in the fair value of these contracts being

accounted for in “Accumulated Other Comprehensive Loss” in Shareholders Equity. The resulting gain or loss is reclassified into

“Cost of goods sold” in the Consolidated Statements of Operations concurrently with the recognition of the commodity. Certain of our

financial derivative contracts do not qualify for hedge accounting but are effective economic hedges. As of December 31, 2024, the

fair value of financial derivatives contracts and the impact of a hypothetical 10% adverse move in market prices on the fair values are

immaterial.

INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF

SMURFIT WESTROCK PLC

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Smurfit Westrock Public Limited Company

Opinion on the Consolidated Financial Statements

We have audited the accompanying Consolidated Balance Sheets of Smurfit Westrock Public Limited Company and subsidiaries (‘the

Company’) as of December 31, 2024, and 2023, the related Consolidated Statements of Operations, Comprehensive (Loss) Income,

Cash Flows and Changes in Equity for each of the years in the three-year period ended December 31, 2024, and the related notes

(collectively, the Consolidated Financial Statements). In our opinion, the Consolidated Financial Statements present fairly, in all

material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its

cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted

accounting principles.

Basis for opinion

These Consolidated Financial Statements are the responsibility of the Company’s management. Our responsibility is to express an

opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in

accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the Consolidated Financial Statements are free of material misstatement, whether due to

error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the Consolidated Financial

Statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included

examining, on a test basis, evidence regarding the amounts and disclosures in the Consolidated Financial Statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as

evaluating the overall presentation of the Consolidated Financial Statements. We believe that our audits provide a reasonable basis for

our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the Consolidated Financial

Statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or

disclosures that are material to the Consolidated Financial Statements and (2) involved our especially challenging, subjective, or

complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the Consolidated Financial Statements, taken as

a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or

on the accounts or disclosures to which it relates.

Evaluation of the fair value of acquired plant and machinery assets

As described in Note 2 to the Consolidated Financial Statements, the Company completed the acquisition of WestRock Company on

July 5, 2024, which was accounted for as a business combination using the acquisition method. The Company estimated the fair value

of the acquired property, plant and equipment assets to be $17,612 million, which includes plant and machinery assets.

Report of Independent Registered Public Accounting Firm

We identified the evaluation of the fair value of the acquired plant and machinery assets as a critical audit matter. It required especially

subjective auditor judgement, including the involvement of valuation specialists with specialized skills and knowledge, to assess the

appropriateness of the methodology applied and the significant assumptions used in the valuation model, specifically the effective age,

estimated useful lives and residual fair values of the plant and machinery assets. We performed a sensitivity analysis to identify these

significant assumptions used to value the plant and machinery assets, individually and in the aggregate. Minor changes in these

assumptions could have a significant impact on the fair value of the acquired plant and machinery.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design of an internal

control over the Company’s purchase price allocation process, specifically over the development of the significant assumptions.

We involved valuation professionals with specialized skills and knowledge, who assisted in (i) evaluating the appropriateness of the

valuation methodology by comparing it against methodologies applied by other market participants for similar assets; (ii) assessing the

reasonableness of the significant assumptions by comparing them to industry data; and (iii) comparing management’s fair value of the

acquired plant and machinery assets with an independently developed range of values using available industry data and assumptions.

We also made inquiries of finance and operations management to understand and challenge the significant assumptions applied in the

valuation model for the plant and machinery assets.

/s/ KPMG

We have served as the Company’s auditor since 2018.

Dublin, Ireland

March 7, 2025

Smurfit Westrock plc

Consolidated Balance Sheets

(in millions, except share and per share data*)*

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None.

Smurfit Westrock’s management evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as

such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to

be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the

Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as

appropriate to allow timely decisions regarding required disclosure. Disclosure controls and procedures are designed by the Company

to ensure that it records, processes, summarizes and reports in a timely manner the information it must disclose in reports that it files

with or submits to the SEC. Anthony Smurfit, President & Group Chief Executive Officer, and Ken Bowles, Executive Vice President

& Group Chief Financial Officer, reviewed and participated in management’s evaluation of the disclosure controls and procedures.

Based on this evaluation, Anthony Smurfit, President & Group Chief Executive Officer, and Ken Bowles, Executive Vice President &

Group Chief Financial Officer concluded that as of the end of the period covered by this Annual Report on Form 10-K, Smurfit

Westrock’s disclosure controls and procedures were not effective as a result of the material weakness in our internal control over

financial reporting described below.

This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial

reporting or an attestation of the Company’s independent registered public accounting firm due to the transition period established by

the rules of the SEC for newly public companies.

Previously Reported Material Weakness in Internal Control over Financial Reporting

A material weakness is a control deficiency, or combination of deficiencies, in internal control over financial reporting such that there

is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a

timely basis.

As discussed elsewhere in this Annual Report, on July 5, 2024, we completed the Combination between Smurfit Kappa and

WestRock. Prior to the Combination, Smurfit Kappa, as a public limited company incorporated in Ireland and listed on the London

Stock Exchange and on the Euronext Dublin Market, was not subject to Section 404 of the Sarbanes Oxley Act of 2002 (“SOX”),

while WestRock, as a U.S. publicly traded company incorporated in Delaware and listed on the New York Stock Exchange, was

subject to Section 404 of SOX. Upon the completion of the Combination Smurfit Kappa and WestRock became wholly-owned

subsidiaries of Smurfit Westrock.

As a result of the Combination, Smurfit Westrock’s management is in the process of integrating Smurfit Kappa and WestRock’s

legacy internal control frameworks. In connection with Smurfit Westrock’s assessment of its internal control over financial reporting

for the purposes of complying with Section 302 of SOX, we previously identified and reported a material weakness relating to the

company’s selection and development of control activities intended to mitigate the risks to achieving its objectives. This relates to

certain processes and controls principally at historical Smurfit Kappa that were not subject to the requirements of Section 404 of SOX

prior to the Combination.

This material weakness resulted in:

• A lack of formalization of an existing control process for documenting evidence of management review and performance of

control procedures, including the level of precision in the execution of controls and procedures to ascertain completeness and

accuracy of information produced by the Company.

• Existing controls related to the preparation and review of manual journal entries not designed to adequately mitigate the

associated risks.

• The need to augment General IT Controls, specifically as they pertain to (i) logical access controls to ensure appropriate

segregation of duties and that adequately restrict user and privileged access to financial applications, programs, and data to

appropriate Company personnel and (ii) program change management controls to ensure that information technology

program and data changes affecting financial IT applications and underlying accounting records are identified, tested,

authorized and implemented appropriately.

Notwithstanding the identified material weakness, management believes that the consolidated financial statements and related

financial information included in this Annual Report on Form 10-K fairly present, in all material respects, our financial position,

results of operations and cash flows as of and for the periods presented.

Remediation Plan

The process of designing and implementing remediation measures is underway in respect of this material weakness and to improve our

internal control over financial reporting. These remediation measures include a number of ongoing actions:

• designing and implementing policies and guidance related to the operation of controls;

• developing appropriate controls over the review of manual journal entries; and

• enhancing and expanding across the organization the general IT processes and controls.

In addition, control operators continue to participate in SOX training sessions, with a specific focus on the formalization of review

procedures performed in executing controls.

While we are working to remediate the identified deficiencies as timely and efficiently as possible, we cannot yet provide an estimate

of the time it will take to complete this remediation plan. The implementation of our remediation measures will require validation and

testing of the design and operating effectiveness of internal controls over a sustained period. In addition, we cannot ensure that the

measures taken by us to date, and actions that we may take in the future, will be sufficient to remediate these deficiencies or that they

will prevent or avoid potential future deficiencies.

Changes in Internal Control over Financial Reporting

Other than the changes that may continue to result from the integration following the Combination and remediation actions described

above, there has been no change in Smurfit Westrock’s internal control over financial reporting (as such term is defined in Rules

13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2024 that has materially affected, or is

reasonably likely to materially affect, Smurfit Westrock’s internal control over financial reporting.

Trading Plan(s)

During the three months ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1 under the Exchange

Act) adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as those terms

are defined in Item 408 of Regulation S-K).

Not applicable.

The Company’s Code of Conduct (the “Code of Conduct”), is applicable to all employees, including the principal executive officer,

principal financial officer, principal accounting officer, and controller, and all directors. The Company’s Code of Ethical Conduct for

Directors and Senior Financial Officers (the “Code of Ethics”), is applicable to our directors and its Senior Financial Officers, that is,

its principal executive officer (“CEO”), its principal financial officer, and its principal accounting officer, as well as any other senior

executive or senior financial officers who may be specifically designated from time to time by the CEO (the Code of Conduct and the

Code of Ethics together, the “Codes”). The Codes are available at https://www.smurfitwestrock.com/about/corporate-governance/

policies. To the extent required by the rules of the SEC or the NYSE, Smurfit Westrock intends to disclose amendments to and

waivers of the Codes applicable to executive officers and directors, if any, on that website within four business days following the date

of any such amendment or waiver.

Additional information responsive to this Item is incorporated herein by reference to our definitive proxy statement with respect to our

2025 annual general meeting of shareholders to be filed with the SEC within 120 days after the end of our fiscal year covered by this

Annual Report on Form 10-K.

Information responsive to this Item is incorporated herein by reference to our definitive proxy statement with respect to our 2025

annual general meeting of shareholders to be filed with the SEC within 120 days after the end of our fiscal year covered by this

Annual Report on Form 10-K.

Information responsive to this Item is incorporated herein by reference to our definitive proxy statement with respect to our 2025

annual general meeting of shareholders to be filed with the SEC within 120 days after the end of our fiscal year covered by this

Annual Report on Form 10-K.

Information responsive to this Item is incorporated herein by reference to our definitive proxy statement with respect to our 2025

annual general meeting of shareholders to be filed with the SEC within 120 days after the end of our fiscal year covered by this

Annual Report on Form 10-K.

Information responsive to this Item is incorporated herein by reference to our definitive proxy statement with respect to our 2025

annual general meeting of shareholders to be filed with the SEC within 120 days after the end of our fiscal year covered by this

Annual Report on Form 10-K.

The following documents are filed as part of this Annual Report on Form 10-K:

(a)(1) Financial Statements

The financial statements required by this item are listed in Item 8, “Financial Statements and Supplementary Data”.

(a)(2) Financial Statement Schedules

All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown

in the financial statements or the notes thereto.

(a)(3) Exhibit Index

The following is a list of exhibits filed as part of this Annual Report on Form 10-K or are incorporated herein by reference:

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None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly

caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

SIGNATURES

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Anthony

Smurfit, Ken Bowles or Irene Page, or any of them, his or her attorneys-in-fact, for such person in any and all capacities, to sign any

amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto, and other documents in connection

therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact, or

substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following

persons on behalf of the Registrant and in the capacities and on the dates indicated:

SIGNATURES