Item 1A. Risk Factors

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, geopolitical conflicts and other social and political

unrest or change.

Our industry has been, and may be, adversely affected by a number of factors that are beyond our control, including, but not limited

to:

• macroeconomic and business conditions, including deteriorating macroeconomic conditions and related supply and demand

dynamics, as well as inflation and deflation;

• geopolitical conflicts and other social and political unrest or change;

• sustainability, environmental regulations and trade policies and agreements;

• conditions in the financial services markets, including counterparty risk, insurance carrier risk, rising interest rates, rising

commodity prices, and currency exchange rate fluctuations, which may impact price and demand for our products;

• financial uncertainties in our major international markets;

• government deficit reduction and other austerity measures in specific countries or regions, or in the various industries in

which we operate; and

• cyber incidents and related threats to the confidentiality, integrity and availability of data in systems.

The outlook for the global economy in the near- to medium-term remains uncertain and we are unable to predict the timing or rate at

which economic conditions in our markets may change and the impact of such changes. For example, if the economic climate were to

deteriorate as a result of geopolitical events (such as the Russian war in Ukraine or the conflict in the Middle East) or geopolitical

uncertainty, trade tensions (including the implementation of tariffs on U.S. imports by the current U.S. Administration and potential

retaliatory tariffs) and/or a pandemic, it could result in an economic slowdown which, if sustained over any significant length of time,

could have a material adverse effect on our business, results of operations, financial condition and the trading price of our ordinary

shares. In addition, changes in trade policies, including renegotiating, or potentially terminating, existing bilateral or multilateral

agreements, as well as the imposition of tariffs, could impact demand for our products and the costs associated with operating our

business, including certain of our capital investments.

The global economy also continues to experience elevated levels of inflation, and we experienced cost inflation across our business in

fiscal 2023 and 2024, albeit at moderating levels since fiscal 2022. Persistent inflation results in higher manufacturing and

transportation costs, which we may not be able to recover through higher prices charged to our customers.

We also cannot predict the timing or duration of any downturn in the economy that may occur in the future. In addition, changes to or

withdrawals from free trade agreements and the implementation of tariffs, border taxes or other measures that can limit international

trade may have a negative impact on manufacturing and production levels of businesses and customers in the markets in which we

operate, which may in turn decrease demand for our products.

Unanticipated events such as global conflicts, public health crises, extraordinary weather events, labor disputes or strikes, and cyber

incidents may cause instability in global financial and foreign exchange markets. This instability could lead to volatility in the value of

our operating and functional currencies and hinder the availability of financing from our current lenders.

Our results of operations, cash flows and financial condition, and the trading price of our ordinary shares could be further adversely

affected, perhaps materially, by any of these matters.

We may be adversely affected by uncertainty, downturns, actions taken by competitors (such as the addition of new capacity) or

other changes in the paper and packaging industry; in addition, the cyclical nature of the paper and packaging industry could

result in overcapacity and depress prices for our products.

We are highly dependent on the market dynamics of the paper and packaging industry. We could therefore be materially adversely

affected by negative developments, uncertainty, downturns and changes in the paper and packaging industry as a whole or in part, as

well as by the addition of new capacity by our competitors. A lack of investor confidence in the paper and packaging industry could

also have an adverse effect on the trading price of our ordinary shares.

Our operating results are impacted by the paper and packaging industry’s historical cyclical investment pattern. This cyclicality arises,

in part, from the capital intensity of facilities such as paper mills (which generally continue production as long as paper prices are

sufficient to cover their marginal costs), the lead time between the planning and completion of a new mill and the fact that new

additions of containerboard and paperboard capacity tend to be large relative to the overall demand for the product. In addition, there

is the potential to convert certain other paper machines into containerboard machines, which may contribute to overcapacity.

Consequently, the industry has from time-to-time experienced periods of substantial overcapacity and there can be no assurance that

this will not reoccur.

In the absence of sufficient economic growth to generate increased demand or the closure of facilities (either temporarily or

permanently) to mitigate the effect, new capacity can cause a period of regional overcapacity which may lead to downward pricing

pressure.

These adverse effects could be further exacerbated if producers in other regions (particularly China) experience overcapacity within

their own local and regional markets and seek to increase their levels of exports into those markets within which we operate and do so

at lower pricing levels. The effect of such activity would be to depress prices for our products and could materially adversely affect

our selling prices and profitability.

We believe that the trading price of our ordinary shares has from time to time been adversely affected in part due to the impact of

macroeconomic conditions on pricing and demand and announcements by certain of our competitors of planned additional capacity in

the European and North American containerboard markets in which we participate, as well as the subsequent implementation of

certain of those plans and the impact they will have on future supply and demand dynamics and pricing.

In addition, many of our customer contracts include price adjustment provisions based upon published indices (including those

published by Pulp and Paper Week (“PPW”)) for our products that contribute to the setting of selling prices for some of our products.

Such publications are limited surveys that may not accurately reflect changes in market conditions for our products. Changes in how

these indices are determined or maintained, or other indices are established or maintained, could adversely impact the selling prices for

these products. If published containerboard and paperboard index prices decline in a period, such changes will result in lower prices,

and likely lower profitability, for certain of our products, which could have an adverse effect on our results of operations, cash flows

and financial condition.

Our earnings are highly dependent on demand.

Because our operations generally have high fixed operating costs, and pricing movements can be triggered, at times, by imbalances

between supply and demand, our earnings are highly dependent on demand, which tends to fluctuate due to macroeconomic

conditions, dynamics in the markets we serve, and due to company- and customer-specific issues. For example, through 2023 and

2024, we experienced lower demand due to factors such as, but not limited to, uncertainty caused by challenging geopolitical and

macroeconomic conditions, certain customer inventory rebalancing and shifting consumer spending. These and other fluctuations

when they occur can lead to significant variability in our sales, results of operations and cash flow, making it difficult to predict our

financial results with certainty.

The extent of the impact of public health crises, including a pandemic, or related containment measures and government responses, are

highly uncertain and cannot be predicted, including as it relates to demand and volume for our products and could therefore adversely

affect our operational and financial performance.

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

business.

Our margins are affected by the prices that we are able to charge for our products and the costs of the raw materials we require to

make these products. Our primary raw materials are recovered fiber, particularly old corrugated containers (“OCC”), and wood fiber.

The prices for these raw materials tend to be volatile, and price fluctuations affect our margins.

OCC and wood fiber are used in the manufacture of our paper-based packaging products and are purchased in increasingly

competitive, price-sensitive markets. OCC prices are based on market prices that have historically exhibited price and demand

cyclicality and significant price volatility over short periods and may do so again in the future. In particular, the price of OCC depends

on a variety of factors over which we have no control, including demand from outside our countries of operation, environmental and

conservation regulations, natural disasters and weather. Despite owning our own recycling depots to independently source some of our

OCC supplies, from a price perspective, OCC prices are linked to official reference prices and are therefore based on market prices.

Historically, these market prices have exhibited significant price volatility.

Prices of wood fiber are also impacted by many of these factors. A decrease in the supply of such raw materials has caused, and any

such decrease in the future can be expected to cause, higher costs. In addition, the increase in demand for products manufactured, in

whole or in part, from OCC has in the past caused an occasional supply or demand imbalance in the market for OCC. It may also

cause a significant increase in the cost of wood fiber used in the manufacture of recycled containerboard and related products. Asian

purchasers have been in the OCC market for a number of years and have become material purchasers in the sector due to significant

ongoing expansion of their recycled containerboard mills capacity. The effect of this has been to create volatility with respect to the

price of OCC. Our raw material costs are likely to continue to fluctuate based upon supply and demand characteristics.

In response to growing pressure from increased environmental awareness and the need to comply with greenhouse gas emission

targets, a number of northern European governments have sought to encourage the use of wood for energy generation purposes

through the use of subsidies. These policies create a new source of demand for wood. This has the effect of increasing the price of

wood fiber and consequently the cost of our raw materials for the production of kraftliner. If this trend continues or grows, this could

lead to further raw material price increases and could have a material adverse effect on our margins.

Many of our customer contracts contain price adjustment clauses either allowing us to pass increased costs on to our customers or

adjust prices based on an index or other mechanism. However, not all of our agreements contain these clauses and these clauses may

not in all cases be effective to fully offset our increased costs. Where we are able to raise prices there is generally a three- to six-month

lag between the time our raw material prices increase and the time we realize increased pricing from our customers.

Certain of the Company’s paper mills are subject to regulation under regulatory programs that mandate reductions in greenhouse gas

emissions, including the EU Emissions Trading Scheme, Quebec’s Regulation respecting a cap-and-trade system for greenhouse gas

emission allowances, and, in the United States, the Washington Climate Commitment Act, whereby covered businesses are issued

emissions allowances based on an annual limit or “cap” on greenhouse gas emissions and are required to have a sufficient number of

allowances to cover their annual greenhouse gas emissions. If a business’ greenhouse gas emissions exceed its available allowances, it

may be required to make capital investments or other expenditures to reduce emissions, or it may be required to buy additional

allowances on the market, at government auctions, or from other program participants. Failure to have a sufficient number of

allowances available may subject a business to penalties. As part of an energy-intensive, trade-exposed sector, the Company’s paper

mills that are subject to existing cap-and-trade regulations are entitled to receive a certain number of greenhouse gas emission

allowances at no cost to ease the energy transition. To date, the number of no-cost allowances granted to our mills has been sufficient

to cover our compliance obligations; however, there is a risk that in the future we will not have enough free allowances to meet our

compliance requirements. If we are required to make investments to reduce our greenhouse gas emissions, such as switching fuels to

lower carbon alternatives, or purchase allowances, these costs may not be recoverable through higher prices for our products and could

negatively affect our operations, financial condition and cash flows. Failure to meet our greenhouse gas obligations could result in

fines, penalties and potential damage to our business reputation. We also face risks that more of the Company facilities could become

subject to cap-and-trade programs or similar greenhouse gas reduction mandates in the future and that these programs or mandates

could significantly increase our energy and other input costs in these jurisdictions. Our production processes are energy intensive. If

energy prices increase in the future, this would increase our production costs, which could consequently have a material adverse effect

on our profitability.

We distribute our products primarily by truck, rail and sea. The reduced availability of trucks, rail cars or cargo ships, including as a

result of labor shortages in the transportation industry, could adversely impact our ability to distribute our products in a timely or cost-

effective manner. Higher transportation costs could make our products less competitive compared to similar or alternative products

offered by competitors.

The failure to obtain raw materials, energy or transportation services at reasonable market prices (or the failure to pass on price

increases to customers) or a reduction in the availability of raw materials, energy or transportation services due to increased demand,

significant changes in climate or weather conditions or other factors could have a material adverse effect on our business, results of

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

We are exposed to significant competition in the paper and packaging industry, and if we are unable to compete effectively, our

results of operations, cash flows and financial condition, and the trading price of our ordinary shares, could be adversely affected.

We operate in a highly competitive and fragmented industry. The paper and packaging industry is characterized by a high level of

price competition, as well as other competitive factors including innovation, design, quality and service. To the extent that any of our

competitors are more successful with respect to any key competitive factor, our business, results of operations, financial condition and

the trading price of our ordinary shares could be materially adversely affected. Pricing pressure could arise from, among other things,

limited demand growth in the market in question, price reductions by competitors, growth in supply from existing competitors, entry

of new competitors into the markets in which we operate, the ability of competitors to capitalize on their economies of scale and create

excess product supply, the ability of competitors to operate or successfully relocate or open production facilities in countries where

production costs are lower than those in which we operate and the introduction by our competitors of new products, technologies and

equipment, including the use of artificial intelligence and machine learning solutions.

Our products also compete, to some extent, with various other packaging materials, including products made of plastics, wood and

various types of metal. Customer shifts away from paper packaging to packaging made from other materials could adversely affect our

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

Operating Risks

We may experience business disruptions that adversely affect our operations.

We depend on continuous operation of our facilities. The operations at our facilities have in the past and may in the future be

interrupted or impaired by various operating risks, including, but not limited to, risks associated with:

• catastrophic events, such as fires, floods, earthquakes, explosions, natural disasters, severe weather, including hurricanes,

tornadoes and droughts, and pandemics, such as COVID-19, or other health crises or similar occurrences;

• interruptions in the delivery of raw materials or other manufacturing inputs;

• failure of third-party service providers and/or business partners to fulfill their commitments and responsibilities in a timely

manner and in accordance with agreed upon terms;

• government regulations;

• prolonged power failures;

• unscheduled maintenance outages, including due to equipment breakdowns or failures;

• information system disruptions or failures due to any number of causes, including cyber incidents;

• violations of our permit requirements, revocation of permits, or permit modifications that impose additional or more stringent

obligations;

• releases of pollutants and hazardous substances to the environment;

• disruptions in transportation infrastructure, including roads, bridges, railroad tracks and tunnels;

• shortages of equipment or spare parts; and

• labor disputes, strikes and shortages.

Business disruptions have impaired, and may in the future impair, our production capabilities and adversely affect our results of

operations, cash flows and financial condition, and the trading price of our ordinary shares. For example, operations at several of our

facilities located in the south and southeastern U.S. have been interrupted in recent years by hurricanes and severe winter weather,

resulting in, among other things, lost mill production. In addition, the impact of any future public health crises, including a pandemic,

or other business disruptions, on our operational and financial performance in future periods will depend on future developments,

which are highly uncertain and cannot be predicted. Our production capabilities may be disrupted if we are unable to secure sufficient

supplies of raw materials or if significant portions of our workforce are unable to work effectively as a result of a business disruption.

We have contingency plans and insurance coverage, subject to applicable deductibles or retentions, policy limits and other conditions,

that we use to seek to mitigate the impact of business disruptions; however, we may not be successful with respect to those mitigation

efforts or any claim regarding insurance coverage and, if we are successful, any amounts paid pursuant to the insurance may not be

sufficient to cover all our costs and expenses.

Smurfit Westrock has 62 paper mills. If operations at any of these key mills were interrupted for any significant length of time, it

could have a material adverse effect on our business, results of operations, financial condition and the trading price of our ordinary

shares.

We may fail to anticipate trends and develop or integrate new technologies that would enable us to offer products that respond to

changing customer preferences or to protect intellectual property related to our products and technologies.

Our success depends, in part, on our ability to offer differentiated solutions, and we must continually develop and introduce new

products and services to keep pace with technological and regulatory developments and changing customer preferences. The services

and products that we offer customers may not meet their needs as their business models evolve. Also, our customers may decide to

decrease their use of our products, use alternative materials for their product packaging or forego the packaging of certain products

entirely. Regulatory developments can also significantly alter the market for our products. For example, a move to electronic

distribution of disclaimers and other paperless regimes could adversely impact our healthcare inserts and labels businesses. Similarly,

certain states and local governments have adopted laws banning single-use paper bags or charging businesses or customers fees to use

paper bags. These and similar developments could adversely impact demand for certain of our products.

Customer preferences for products and packaging formats are constantly changing based on, among other factors, lifestyle changes,

buying habits, cost, convenience, and health and sustainability concerns and perceptions. Also, there is an increasing focus among

consumers to ensure that products delivered through e-commerce are packaged efficiently. In addition, customers are increasingly

interested in the carbon footprint of our products, and future packaging developments and trends may drive further substitution. Our

results of operations, cash flows and financial condition, and the trading price of our ordinary shares, could be adversely affected if we

fail to anticipate and address these and other trends, including by developing and offering products that respond to changing customer

preferences, or if there is any significant substitution away from paper-based packaging products.

In addition, creating or adopting new or complementary technologies and subsequently integrating them may be costly and difficult.

We have been involved in trialing new and evolving technology, but doing so may require significant investments of capital, and such

innovations are subject to long lead times and failure. Trialing such technology can take an extended period of time, with little to no

returns in the short or medium terms. Any such risks could have a material adverse effect on our business, results of operations,

financial condition and the trading price of our ordinary shares.

Our success also depends, in part, upon our ability to obtain and maintain protection for certain proprietary packaging products and

packaging machine technologies used to produce our products. Failure to protect our existing intellectual property may result in the

loss of valuable legal rights. Our competitors may obtain intellectual property rights that could require us to license those rights or to

modify or cease the use or sale of certain of our technologies or products. Our patents could be invalidated, rendered unenforceable,

circumvented, challenged or licensed to others, and our pending or future patent applications may not be issued with the scope of the

claims we seek, if at all. Further, other companies may develop technologies that are similar or superior to our technologies, duplicate

our technologies or design around our patents, and steps we take to protect our technologies may not prevent misappropriation of those

technologies.

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

We operate in a capital-intensive industry and undertake expansion projects to either support growth in our business or improve the

breadth and quality of our product offerings, including investments in both mill and converting operations. Many of our capital

projects are complex, costly and/or implemented over an extended period of time. Our expenditures for capital projects could be

higher than anticipated, we may experience unanticipated business disruptions or delays in completing the projects and/or we may not

achieve the desired benefits from those projects, including as a result of a deterioration in macroeconomic conditions or in our

business, unavailability of capital equipment or related materials, delays in obtaining permits or other requisite approvals or changes in

laws and regulations. In addition, disputes between us and contractors who are involved with implementing capital projects could lead

to time-consuming and costly litigation. Any of these circumstances could adversely affect our results of operations, cash flows and

financial condition and the trading price of our ordinary shares.

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

We operate in many different countries. As of December 31, 2024, we had operations in 40 countries. As a result, we have previously

been and remain vulnerable to risks in these countries, including:

• the imposition of tariffs, quotas, import duties or other market barriers, (including the implementation of tariffs on U.S.

imports by the current U.S. Administration and potential retaliatory tariffs), such as restrictions on repatriating cash from

foreign countries;

• responding to disruptions in existing trade agreements or increased trade tensions between countries or political and

economic unions;

• the difficulties of, and costs of complying with, a wide variety of complex and changing laws, treaties and regulations;

• increased difficulty in the collection of accounts receivable, including longer collection periods;

• inconsistent regulations and unexpected changes in legislation or regulatory requirements and increased difficulty and

expense in hiring and dismissing employees;

• the imposition of quotas relating to the composition of the employee base or the local sourcing of raw materials or other

similar quotas;

• political, economic and social unrest or instability (such as downturns or changes in economic activity due to, among other

things, regional conflicts or commodity inflation), the ongoing hyperinflation in Argentina (which has led us to apply

hyperinflationary accounting to our Argentinian operations in recent years), as well as disruptions and government

intervention in national economies and social structures, including the threat of terrorism;

• geopolitical conflict, such as of the war in Ukraine, which led us to sell our Russian operations and take a related impairment

charge of $159 million in respect of our Russian operations in the year ended December 31, 2022;

• work stoppages, transport interruptions and difficulties in managing international operations;

• government limitations on foreign ownership or takeovers, expropriation of private sector assets or mandated price controls;

• transfer pricing and adverse tax policies; and

• adverse currency fluctuations.

We are subject to taxation in the jurisdictions where we operate. We have several ongoing audit examinations and disputes that

generally cover multiple years with various tax authorities. We base our tax returns on our interpretation of tax laws and regulations in

effect; however, governing tax bodies have in the past and may in the future disagree with certain of our tax positions, which could

result in a higher tax liability. See “Note 21. Commitments and Contingencies” of the Notes to the Consolidated Financial Statements

for discussion of an ongoing tax liability matter in Brazil.

The occurrence of any of the foregoing could have a material adverse effect on our earnings as a result of the related delays or

increased costs in the production and delivery of products and services or otherwise disrupt the demand for our products. Any of these

circumstances could adversely affect our results of operations, cash flows and financial condition and the trading price of our ordinary

shares.

We could be exposed to currency exchange rate fluctuation risks.

We have operations in a number of countries. As such, currency movements can have a number of direct and indirect impacts on our

financial statements. Direct impacts include the translation of international operations’ local currency financial statements into U.S.

dollars and the remeasurement impact associated with non-functional currency financial assets and liabilities. Indirect impacts include

the change in competitiveness of imports into, and exports out of, the United States (and the impact on local currency pricing of

products that are traded internationally).

In addition, the relative strength or weakness of the U.S. dollar is important for the industry in which we operate because U.S.

containerboard and paperboard prices tend to influence the world market. A weak U.S. dollar over a sustained period has the potential

to result in lower imports into the United States of goods shipped in corrugated containers and, as a result, lower demand for our

containers from LATAM and Europe. A weak U.S. dollar could also result in additional competition in our European and Latin

American markets from other U.S. manufacturers that have an incentive to export more products due to increased demand for

relatively lower priced U.S. goods. Conversely, our U.S. operations could face additional competition from non-U.S. manufacturers if

a strong U.S. dollar was sustained over a long period. A strong U.S. dollar could also have the potential to reduce exports from the

United States of goods shipped in corrugated containers and, as a result, lower demand for our containers from the U.S.

We may produce faulty or contaminated products due to failures in quality control measures and systems, which could negatively

impact our business and share price.

We may fail to produce products that meet applicable safety and quality standards, which could result in adverse effects on consumer

health, litigation exposure, loss of market share and adverse reputational and financial impacts, among other potential consequences,

and we may incur substantial costs in taking appropriate corrective action (up to and including recalling products from end consumers

and reimbursing customers and/or end consumers for losses that they suffer as a result of these failures). Our failure to meet these

standards could lead to regulatory investigations, enforcement actions and/or prosecutions, and could result in adverse publicity, which

may damage our reputation. Any of these outcomes could have a material adverse effect on our business, results of operations,

financial condition and the trading of our ordinary shares.

We provide representations in certain of our contracts that our products are produced in accordance with customer specifications. If

the product contained in packaging manufactured by us is faulty or contaminated, the manufacturer of the product may allege that the

packaging we provided caused the fault or contamination, even if the packaging complies with contractual specifications. If our

packaging fails to meet contract specifications, we could face liability from our customers and third parties for bodily injury or other

damages. These liabilities could adversely affect our operations, cash flows and financial condition and the trading price of our

ordinary shares.

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.

Cybersecurity incidents could compromise our information technology or data and expose us to liability, which would cause our

business and reputation to suffer. We rely on various technologies, some of which are managed by third parties, to process, transmit

and store electronic information. In the ordinary course of our business, we collect and store sensitive data, including intellectual

property, our proprietary business information and that of our customers, suppliers and business partners, and personally identifiable

information of our customers and employees, in our information technology. We also collect and store limited, non-sensitive customer

personally identifiable information. The secure processing, maintenance and transmission of this information is critical to our

operations. The current cyber threat environment presents enhanced risk for all companies, including those in our industry. The rapid

evolution and increased availability of artificial intelligence may intensify cybersecurity risks by making targeted attacks more

convincing and cybersecurity incidents more difficult to detect, contain, and mitigate.

Despite our security measures, our information technology, and that of our third-party providers and business partners, is subject to

recurring attempts by threat actors to access information, manipulate data or disrupt operations. Information technology that we, third-

party providers and business partners use may be vulnerable to cyber-attacks or outages by common hackers, criminal groups, nation-

state organizations or social activist organizations (whose efforts may increase as a result of geopolitical events and political and social

unrest or instability around the world) due to insider threat, malfeasance or other disruptions, such as cyber-attacks, power outages,

telecommunication or utility failures, systems failures, service provider failures, natural disasters or other catastrophic events. The

significant increase in remote working and the continued expansion of the integrated supply chain increase the risks of cyber incidents

and the improper dissemination of personal or confidential information. Any such breach could compromise our information

technology and the information stored there could be accessed, publicly disclosed, lost or stolen, potentially resulting in legal claims or

proceedings and regulatory penalties. In addition, any such outage could disrupt or temporarily halt our operations resulting in reduced

productivity, staff downtime, and increased insurance premiums, as well as additional costs for attempting to recover lost information,

equipment or data, and could damage our reputation, which could have a material adverse effect on our business, results of operations,

financial condition and the trading price of our ordinary shares.

We may also face challenges and risks during integration of acquired businesses and operations, as we and the acquired businesses and

operations may face increased targeted attempts during this busy period. While we maintain plans and processes to prevent or mitigate

the impact of these events, these events could nonetheless result in disruptions and damage. In addition, as a result of the foregoing,

we could experience adverse publicity, loss of sales, the cost of remedial measures, including substantial legal fees, and significant

expenditures to reimburse third parties for damages, each of which could adversely impact our results of operations. Any insurance we

maintain against the risk of this type of loss may not be sufficient to cover actual losses, may not apply to the circumstances relating to

any particular loss, or may become materially more costly over time. As a result, any or all of the above events could adversely affect

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

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

There are different labor unions represented across our sites and a majority of our employees are covered by a collective labor

agreement as a result of either local or national negotiations in the countries concerned. Labor disputes or other problems, such as

work stoppages, or failure to successfully renegotiate the terms of any of the collective labor agreements, could lead to a substantial

interruption to our business.

In addition, our business relies on vendors, suppliers and other third parties that have union employees. Any of the matters described

above, including work stoppages or other labor relations matters affecting us or these vendors, suppliers and other third parties, as well

as future developments in relation to our business or otherwise that adversely affect relations between us and our employees, could

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

We operate in a challenging market for talent and may not be able to attract, motivate and/or retain qualified personnel, including

our key personnel.

Our success depends on our ability to attract, motivate and retain employees with the skills necessary to understand and adapt to the

continuously developing needs of our customers. The increasing demand for qualified personnel makes it more difficult for us to

attract, motivate and retain employees with requisite skill sets, particularly employees with specialized technical and trade experience.

Changing demographics and labor work force trends also may result in a loss of knowledge and skills as more tenured and

experienced workers retire. If we are unable to attract, motivate and retain qualified personnel, or if we experience excessive turnover,

including among hourly workers, we may experience declining sales, manufacturing delays or other inefficiencies, increased

recruiting, training and relocation costs and other difficulties, and our results of operations, cash flows and financial condition, and the

trading price of our ordinary shares may be adversely impacted.

The market for both hourly workers and professional workers remained challenging in fiscal 2024, particularly in the U.S. The market

and labor environment for hourly workers is increasingly competitive and facing higher levels of labor unrest than has historically

been experienced. In certain locations where we operate, the demand for labor continues to exceed the supply of labor, resulting in

higher costs. Despite our focused efforts to attract, motivate and retain employees, we continue to focus on the stabilization of attrition

rates within our workforce. We also incurred higher operating costs at certain of our facilities in the form of higher levels of overtime

pay due to shift requirements and staffing challenges.

In addition, many professional workers desire a fully remote work setting. We offer flexible working arrangements in the majority of

instances; however, we may experience higher levels of attrition within our professional workforce if these workers desire more

remote work opportunities than we are able to offer. We may also experience higher levels of attrition if employees do not perceive

the purpose and impact of their work to be rewarding or their work-life balance to be satisfactory.

We also rely on key executive and management personnel to manage our business efficiently and effectively. The loss of these

employees, combined with a challenging market for attracting and retaining employees, could adversely affect our results of

operations, cash flows and financial condition, and the trading price of our ordinary shares may also be adversely impacted. The recent

Combination may exacerbate each of these challenges.

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, which could have a significant impact on our reputation, business, results of

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

We have identified multiple ways in which climate change could impact our business operations, including through extreme weather

events. Our physical assets and infrastructure, including our manufacturing operations, are subject to risks from volatile and damaging

weather events. For example, severe weather, such as hurricanes, tornadoes, other extreme storms, wildfires, and floods, have resulted

in and/or could in future periods result in lost production and/or physical damage to our facilities. Unpredictable weather patterns or

extended periods of severe weather may also result in supply chain disruptions and increased material costs. In addition, one of our

key raw materials is virgin wood fiber, the availability of which is dependent on access to and the maintenance of healthy forests,

which could be impacted by adverse weather conditions, including drought, flooding and local restrictions on water usage. Moreover,

the ability to harvest the virgin fiber used in our manufacturing operations may be limited, and prices for this raw material may

fluctuate, during prolonged periods of heavy rain or drought or during tree disease or insect epidemics or other environmental

conditions that may be caused by variations in climate conditions. Other climate-related business risks that we face include risks

related to the transition to a lower-carbon economy, such as increased prices for certain fuels, including natural gas; the introduction of

a carbon tax or government mandates to reduce greenhouse gas emissions; and more stringent and/or complex environmental and

other legal requirements. To the extent that severe weather or other climate-related risks materialize, and we are unprepared for them,

we may incur unexpected costs, which could adversely affect our results of operations, cash flows and financial condition, and the

trading price of our ordinary shares.

The paper manufacturing industry in which we operate is energy intensive, and government initiatives, such as the European Union

Green Deal, the European Union’s initiative to reach net zero emissions of greenhouse gases by 2050, could increase government

regulation of greenhouse gas emissions, putting further limits on our paper manufacturing operations. In addition, efforts aimed at

transitioning to a lower carbon economy may result in a transition towards the use of materials that are more suitable for reusable

packaging. As such, demand for paper packaging may decline, while demand for alternative packaging types may increase, which

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

Increased focus and activism related to sustainability matters may hinder our access to capital, as investors may reconsider their capital

investment as a result of their assessment of our sustainability practices. Customers, investors, regulators and other stakeholders are

focused on sustainability issues, including those with respect to climate change, circular economy, packaging waste, sustainable

supply chain practices, deforestation, biodiversity, land, energy and water use, diversity, equity, inclusion and belonging and other

human capital matters. This focus may result in more prescriptive reporting requirements with respect to these topics, an increased

expectation that such topics will be voluntarily disclosed by companies such as ours, and increased pressure to make commitments, set

targets and take action to meet them. Concern over climate change or the use and composition of packaging materials may also result

in new or increased legal and regulatory requirements to reduce or mitigate impacts to the environment. These demands, regulatory

requirements, and related perceptions and preferences could cause us to incur additional costs or to make changes to our operations to

comply with such, demands, requirements and customer preferences, and a delay in our response (or the failure to respond effectively)

may lead to material adverse effects on our business, results of operations, financial condition and the trading price of our ordinary

shares. See also “We are subject to a growing number of environmental laws and regulations, and the cost of compliance or the

failure to comply with, and any liabilities under, current and future laws and regulations may negatively affect our business.” Further,

there can be no assurance that environmental activist groups and similar organizations will not mount campaigns against us. On the

other hand, our sustainability efforts may not be favored by certain stakeholders, whose priorities and expectations may not align or

may be opposed to one another and/or those of the Company, and there can be no assurance that our sustainability efforts will be

perceived positively, including the perception that they are not sufficiently robust, or conversely, too costly, or not otherwise in the

best interests of the Company and our shareholders, and, as a result, our investor, customer and other stakeholder relationships could

be damaged or this could lead to public scrutiny or reputational damage, which could adversely impact our reputation, business and

results of operations.

Both legacy Smurfit Kappa and WestRock established and publicly disclosed sustainability targets which are important to many

stakeholders, including certain investors and customers. Similarly, Smurfit Westrock may develop and publish new consolidated

group targets. We expect to report performance relative to any such targets on an annual basis. Failure to meet any such targets could

result in negative publicity and reputational damage and could have a material adverse effect on our business, reputation, results of

operations, financial condition and the trading price of our ordinary shares. If any such targets or commitments are not achieved on

their projected timelines or at all, or if they are perceived negatively, including the perception that they are not sufficiently robust or,

conversely, are too costly, this would impact our reputation as well as our relationships with investors, customers and other

stakeholders. Moreover, any failure to act responsibly with respect to sustainability issues or to effectively respond to new, or changes

in, legal or regulatory requirements concerning environmental or other sustainability matters, or increased operating or manufacturing

costs due to increased regulation could have a material adverse effect on our business, reputation, operating results, financial condition

and the trading price of our ordinary shares. In addition, we may also be adversely impacted as a result of conduct by contractors,

customers or suppliers that fail to meet our or our stakeholders’ sustainability standards.

Any of these risks could adversely affect our results of operations, cash flows and financial condition and the trading price of our

ordinary shares.

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

infrastructure, could adversely affect our business.

Smurfit Kappa and WestRock have throughout the years undertaken various projects relating to information technology infrastructure.

As part of integration initiatives, the Company is reviewing and evaluating its various business systems and the system strategies and

alternatives for Smurfit Westrock. The implementation of changes in business systems could represent a significant financial

undertaking and may require substantial time and attention of management and key employees. We may not be able to successfully

implement these initiatives without delays or may experience unanticipated business disruptions and/or we may not achieve the

desired benefits from such changes. Project completion dates may also change. Any of these items, along with any failure to

effectively manage data governance risks during implementation of these initiatives, could adversely affect our results of operations,

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

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

materially and adversely affected.

We have completed a number of mergers, acquisitions, investments and divestitures in the past, including the recent Combination, and

we may seek to acquire, invest in, sell or enter into transactions with additional companies in the future. See also the risks discussed

under “Risks Related to the Combination” described below.

We may not be able to identify suitable targets or purchasers or successfully complete suitable transactions in the future, and future

completed transactions may not be successful.

These transactions create risks, including, but not limited to, risks associated with:

• disrupting our ongoing business, including greater than expected costs and management time and effort involved in

identifying and completing the transactions and integrating acquisitions;

• integrating acquired businesses and personnel into our business, including integrating personnel, information technology

systems and operations across different cultures and languages, and addressing the operational risks associated with these

integration activities as well as the economic, political and regulatory risks associated with specific countries;

• working with partners or other ownership structures with shared decision-making authority;

• obtaining and verifying relevant information regarding a business prior to the consummation of the transaction, including the

identification and assessment of liabilities, claims or other circumstances that could result in litigation or regulatory risk

exposure;

• obtaining required regulatory approvals and/or financing on favorable terms;

• retaining key employees, contractual relationships or customers;

• the potential impairment of assets and goodwill;

• the additional operating losses and expenses of businesses we acquire or in which we invest;

• incurring substantial indebtedness to finance an acquisition or investment;

• incurring unexpected costs or liabilities in the context of a disposal; and

• implementing controls, procedures and policies in acquired companies.

These transactions may not be successful and may adversely affect our results of operations, cash flows and financial condition and

the trading price of our ordinary shares. Among the benefits we expect from potential, as well as completed, acquisitions and joint

ventures are synergies, cost savings, growth opportunities or access to new markets (or a combination thereof), and in the case of

divestitures, the realization of proceeds from the sale of businesses and assets to purchasers that place higher strategic value on these

businesses and assets than we do. For acquisitions, our success in realizing these benefits and the timing of realizing them depend on

the successful integration of the acquired businesses and operations with our business and operations. Even if we integrate these

businesses and operations successfully, we may not realize the full benefits we expected within the anticipated time frame, or at all,

and the benefits may be offset by unanticipated costs or delays.

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 are targeting annual pre-tax run-rate synergies of $400 million by the end of the first full year following the recently completed

Combination between Smurfit Kappa and WestRock, owing to integration benefits, procurement leverage and administrative and

overhead rationalization. In addition, we expect to achieve the anticipated benefits and run-rate synergies without adversely affecting

current revenues and investments in future growth. Furthermore, as we implement commercial practices and improve our operating

efficiency through the Combination, we expect to deliver further improvements in our results. However, if we are not able to

successfully combine the businesses of Smurfit Kappa and WestRock in an efficient and effective manner, the anticipated benefits,

and run-rate synergies of the Combination may not be realized fully or at all, may take longer to realize or the costs of achieving the

benefits and run-rate synergies may be more than expected. Any such risks may result in our operating costs being greater than

anticipated and may reduce the net benefits of the Combination. In addition, there may be some negative impacts on our business as a

result of the Combination, which could adversely affect our results of operations, cash flows and financial condition and the trading

price of our ordinary shares.

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

Historically, Smurfit Kappa and WestRock operated as independent companies. There can be no assurance that the two businesses will

continue to be integrated successfully. It is possible that the integration process could result in the loss of key Smurfit Kappa or

WestRock employees, the loss of customers, the disruption of either or both companies’ ongoing businesses, unexpected integration

issues, higher than expected integration costs or an overall integration process that takes longer than originally anticipated.

Specifically, the following issues, among others, must be addressed in integrating the operations of Smurfit Kappa and WestRock in

order to realize the anticipated benefits of the Combination:

• combining the businesses of Smurfit Kappa and WestRock and meeting our capital requirements in a manner that permits us

to achieve the run-rate synergies expected to result from the Combination, the failure of which would result in the anticipated

benefits of the Combination not being realized in the time frame currently anticipated or at all;

• combining the companies’ operations and corporate functions;

• integrating and unifying the offerings and services available to customers;

• identifying and eliminating redundant and underperforming functions and assets;

• reaching the potential from cross-selling corrugated and consumer-packaging products;

• harmonizing the companies’ operating practices, employee development and compensation programs, internal controls and

other policies, procedures and processes;

• maintaining existing agreements with customers and suppliers and avoiding delays in entering into new agreements with

prospective customers and suppliers;

• addressing possible differences in business backgrounds, corporate cultures and management philosophies;

• consolidating the companies’ administrative and information technology infrastructures;

• coordinating distribution and marketing efforts;

• managing the movement of certain positions to different locations;

• coordinating geographically dispersed organizations; and

• effecting actions that may be required in connection with obtaining regulatory approvals.

In addition, at times the attention of certain members of our management teams and their resources will be focused on the integration

of the businesses of the two companies and diverted from day-to-day business operations, which may disrupt our business, and

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

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

which will place significant demands on our management team, financial controls and reporting systems, and will require a

substantial amount of management time. This may materially adversely affect our operating results.

There are a large number of processes, policies, procedures, operations, technologies and systems that must be integrated in

connection with the Combination and significant demands will be placed on our managerial, operational and financial personnel and

systems. Our future operating results may be affected by the ability of our officers and key employees to manage changing business

conditions and to implement, expand and revise our operational and financial controls and reporting systems in response to the

Combination. For example, while WestRock prepared its financial statements in accordance with GAAP, Smurfit Kappa has

historically prepared its financial statements in accordance with IFRS EU. The revisions required to consolidate the financial reporting

system of the combined company and to switch the reporting system from IFRS EU to GAAP has placed demands on our financial

controls and reporting systems and may continue to place such demands in the future.

Furthermore, we are required to comply with securities laws and other laws and regulations applicable in the U.S., the U.K. and

Ireland. It is expected that the applicable rules and regulations will result in considerable legal and financial compliance costs, and the

cost of compliance or the failure to comply with such laws and regulations could adversely affect our results of operations, cash flows

and financial condition and the trading price of our ordinary shares.

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.

In addition to complying with securities laws and other laws and regulations applicable in the U.S., the U.K. and Ireland, we are

required to comply with the application of the Sarbanes-Oxley Act, as well as revise our internal control systems pursuant to U.S.

regulations, all of which is expected to result in considerable legal and financial compliance costs. Our management is responsible for

establishing, maintaining and reporting on the Company’s internal controls over financial reporting and disclosure controls and

procedures to comply with applicable requirements, including the reporting requirements of the Sarbanes-Oxley Act. These internal

controls must be designed by management to achieve the objective of providing reasonable assurance regarding the reliability of

financial reporting and the preparation of financial statements for external purposes and in accordance with GAAP. We will continue

to develop and refine our disclosure controls and procedures and internal control over financial reporting. However, we have not yet

assessed our internal controls over financial reporting for the purposes of complying with Section 404 of the Sarbanes-Oxley Act and

will only be required to do so beginning with the year ending December 31, 2025. Material weaknesses in our internal control over

financial reporting may be discovered in the future. If we are not able to comply with the requirements of Section 404 in a timely

manner, or if we or our accounting firm further identifies deficiencies in our internal control over financial reporting that are deemed

to be material weaknesses, the market price of our ordinary shares could decline and we could be subject to lawsuits, sanctions or

investigations by regulatory authorities, which would require additional financial and management resources. See also “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.”

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.

As more fully disclosed in Item 9A, “Controls and Procedures,” under the supervision and with the participation of our management,

including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design

and operation of our disclosure controls and procedures and internal control over financial reporting. Based on that evaluation, we

have concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report, due to

a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of

deficiencies, in our internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of

the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

This material weakness relates to the Company’s selection and development of control activities intended to mitigate the risks to

achieving its objectives and involves processes and controls principally at legacy Smurfit Kappa that were not previously subject to

Section 404 of the Sarbanes-Oxley Act. This material weakness resulted in: (i) 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, (ii) existing

controls related to the preparation and review of manual journal entries not designed to adequately mitigate the associated risks, and

(iii) the need to augment general IT controls, specifically as they pertain to (a) logical access controls to ensure appropriate

segregation of duties and that adequately restrict access to financial applications, programs, and data to appropriate Company

personnel and (b) 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. While

these deficiencies did not result in a material misstatement of our financial statements, there is a reasonable possibility that these

deficiencies could have resulted in a material misstatement of our annual or interim financial statements that would not be prevented

or detected on a timely basis.

We have begun the process of designing and implementing remediation measures in respect of this material weakness and to improve

our internal control over financial reporting. However, we can give no assurance that the measures we take will remediate the material

weakness or that additional material weaknesses will not arise in the future. Any failure to remediate the material weakness, or the

development of new material weaknesses in our internal control over financial reporting, could result in material misstatements in our

financial statements and cause us to fail to meet our reporting and financial obligations or fail to prevent fraud, which may cause

investors to lose confidence in our reported financial information and subject us to potential delisting from the New York Stock

Exchange (“NYSE”) and/or the London Stock Exchange (“LSE”), regulatory investigations and civil or criminal sanctions, any or all

of which could adversely affect our results of operations, cash flows and financial condition and the trading price of our ordinary

shares.

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

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

Changes in existing accounting rules or practices, new accounting pronouncements or rules or varying interpretations of current

accounting pronouncements could have a material adverse effect on our business, results of operations, financial conditions and the

trading price of our ordinary shares, or the manner in which we conduct our business. Further, such changes could potentially affect

our reporting of transactions completed before such changes are effective.

GAAP is subject to interpretation by the Financial Accounting Standards Board, the SEC and various bodies formed to promulgate

and interpret appropriate accounting principles. A change in these principles or interpretations could have a material adverse effect on

our business, results of operations, financial conditions and the trading price of our ordinary shares, and could affect the reporting of

transactions completed before the announcement of a change.

Financial Risks

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

The future growth of our business depends on our ability to retain existing customers, attract new customers as well as getting existing

customers and new customers to increase their volume commitments. There is no assurance that customers will continue to use our

services or that we will be able to continue to attract new volumes at the same rate as we have in the past.

A customer’s use of our services may decrease for a variety of reasons, including a decrease in the customer’s own sales and volumes,

the customer’s level of satisfaction with our products and services, the expansion of business to offer new products and services, the

effectiveness of our support services, the pricing of our products and services, the pricing, range and quality of competing products or

services, the effects of global economic conditions, regulatory limitations, trust, perception and interest in the paper and packaging

industry and in our products and services. Furthermore, the complexity and costs associated with switching to a competitor may not be

significant enough to prevent a customer from switching packaging providers.

Any failure by us to retain existing customers, attract new customers, and increase revenue from both new and existing customers

could have a material adverse effect on our business, results of operations, financial condition and the trading price of our ordinary

shares. These efforts may require substantial financial expenditures, commitments of resources, developments of processes, and other

investments and innovations.

A number of the industries in which our customers operate have experienced consolidation in the past and may continue to do so in the

future. Such consolidation may affect our relations with our customers. In the past, when one of our customers has combined with

another, we have on occasion lost business and there can be no assurance that this will not occur again in the future. Additionally, the

ability of customers to exert pricing pressure on all suppliers, including us, has increased as their industries have consolidated and the

customers have become larger. However, our level of customer concentration may increase in the future. Such consolidation could

have a material adverse impact on our business, results of operations, financial condition and the trading price of our ordinary shares.

Our debt could adversely affect our financial health.

As of December 31, 2024, our total debt was $13.6 billion. Our levels of debt could restrict our operations and make it more difficult

for us to satisfy our debt obligations, the implications of which could include but are not limited to:

• requiring us to dedicate a large portion of our cash flow from operations to service debt and fund repayments on our debt,

thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate

purposes;

• increasing our vulnerability to general adverse economic, industry or competitive conditions;

• limiting our flexibility in planning for, or reacting to, changes in our business or the industry in which we operate;

• limiting our ability to raise additional debt or equity capital in the future;

• restricting us from making strategic acquisitions or exploiting business opportunities; and

• placing us at a competitive disadvantage compared to our competitors that have less debt.

Any of these outcomes may adversely affect our results of operations, cash flows and financial condition and the trading price of our

ordinary shares. To the extent that we incur additional debt or such other obligations, the risk associated with our debt described above

may increase.

In addition, a portion of our debt bears interest at variable rates that are linked to changing market interest rates. Our exposure to rising

interest rates subjects us to increased debt service obligations, both with respect to existing floating rate indebtedness and the

incurrence of additional fixed or floating indebtedness during periods where such rates are in effect. Although we may hedge a portion

of our exposure to variable interest rates by entering into interest rate swaps from time to time, we cannot provide assurances that we

will do so in the future. An increase in market interest rates would increase our interest expense on our variable rate debt obligations,

which may exacerbate the risks associated with our capital structure and adversely affect our results of operations, cash flows and

financial condition and the trading price of our ordinary shares. Restrictions imposed by certain of our existing and future indentures

and credit facilities limit or may limit our ability to take certain actions.

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, which could have a material adverse impact on our business, results of operations,

financial condition and the trading price of our ordinary shares.

We rely on access to the credit and capital markets to finance our operations and refinance existing indebtedness. Any limitations on

our access to the credit and capital markets on satisfactory terms, or at all, could limit our liquidity, financial flexibility or cash flows

and affect our ability to execute our strategic plans, which could have a material adverse effect on our business, results of operations,

financial condition and the trading price of our ordinary shares.

Our access to the credit and capital markets is subject to a number of variables, including our results of operations, margins and

activity levels, the conditions of the global credit and capital markets, market perceptions of our creditworthiness and the ability and

willingness of lenders and investors to provide capital. In recent years, global financial markets have experienced disruptions and

general economic conditions have been volatile. During periods of financial market volatility, our access to the credit and capital

markets could be impaired, which could adversely affect our results of operations, cash flows and financial condition and the trading

price of our ordinary shares.

In addition, the costs and availability of financing from the credit and capital markets depends on our credit ratings. Any rating,

outlook or watch assigned to such debt securities could be lowered or withdrawn entirely by a rating agency if, in that rating agency’s

judgement, current or future circumstances change relating to the basis of the rating, outlook or watch, such as adverse changes to the

Company’s business. Any failure to maintain investment grade credit ratings could adversely affect our future cost of funding,

liquidity or access to capital markets, which could adversely affect our results of operations, cash flows and financial condition and the

trading price of our ordinary shares.

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

operating results.

As of December 31, 2024, we had goodwill and other intangible assets of $7.9 billion. In accordance with GAAP, we do not amortize

goodwill but rather test it annually and as otherwise required for impairment and any such impairments cannot be reversed. Similarly,

we review our other intangible assets for impairment when circumstances indicate that the carrying value may not be recoverable. The

impairment analysis requires us to analyze a number of factors and make estimates that require significant judgment. In the event that

general trading conditions and prospects deteriorate or factors underlying assumed discount rates, such as assumed long-term interest

rates, change, the determined recoverable amount of certain other intangible assets and goodwill may fall below carrying value. We

have recorded impairments in previous years. Additional impairments may occur in the future, which could adversely affect our results

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

We have a number of pension arrangements that are currently in deficit and may require increased funding due to statutory

requirements, and we may also incur additional liability and/or increased funding requirements in connection with our multi-

employer pension funds.

We operate a number of pension and other long-term benefit plans throughout the world, devised in accordance with local conditions

and practice. Currently, a significant but declining proportion of our employees are members of defined benefit pension arrangements,

most of which are now closed to new entrants and future benefit accrual. The deficit of these employee benefit plans was $129 million

as of December 31, 2024.

An increase in the value of the liabilities or decrease in the value of pension plan assets may negatively affect our balance sheet and

distributable reserves, any of which could have a material adverse effect on our business, results of operations, financial condition and

the trading price of our ordinary shares. The liabilities will mainly be affected by increases in life expectancy and by changes in long-

term yields, which are used to discount the liabilities to present value. The assets will be affected by increases in long-term yields,

which will reduce the value of bond investments, and by movements in equity markets. These factors create a considerable degree of

volatility in the measurement of any pension scheme’s deficit or surplus.

There is a risk that equity and bond markets will deteriorate if the global economic climate worsens, which could negatively affect the

funded status of our post-employment defined benefit arrangements. In addition, volatility in our net balance sheet liabilities resulting

from the relative change in the value of assets and liabilities may be further enhanced by investment strategies resulting in exposure to

various classes of assets.

Existing and potential changes in statutory minimum requirements may also affect the amount and timing of funding to be paid by us.

Most funding requirements consider yields on assets such as government bonds or interbank interest rate swap curves, depending on

the basis. Although recent statutory easements in the pace of funding on these bases and increases in bond/swap yields have provided

some contribution relief to us, we may nonetheless have to pay additional contributions to meet potentially onerous statutory minimum

funding requirements in the future, which could have a material adverse effect on our business, results of operations, financial

condition and the trading price of our ordinary shares.

We submitted formal notification to withdraw from Multi-Employer Pension Plans (“MEPPs”) in the past and have recorded

withdrawal liabilities. We may withdraw from other MEPPs in the future. We believe that certain of the MEPPs in which we

participate or have participated have material unfunded vested benefits. As of December 31, 2024, we had recorded withdrawal

liabilities of $131 million. The impact of increased contributions, future funding obligations or future withdrawal liabilities may

adversely affect our results of operations, cash flows and financial condition and the trading price of our ordinary shares. See “Note

18. Retirement Plans” of the Notes to Consolidated Financial Statements for additional information.

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.

Any determination to pay dividends to our shareholders will be at the discretion of the Company’s Board and will be dependent on

then-existing conditions, including, but not limited to, our results of operations, capital investment priorities, the market price of our

shares and access to capital markets, legal requirements, industry practice, the distribution of earnings to the Company by its

subsidiaries, the financial condition, limitations under Irish law and other factors the Company deems relevant. While Smurfit Kappa

and WestRock each has historically paid dividends and Smurfit Westrock declared and paid dividends since the Combination, there

can be no assurance that our shareholders will receive or be entitled to dividends that are equivalent to the historical dividends of

Smurfit Kappa or WestRock, and there is no assurance as to the timing or level of future dividend payments, if any, because these

depend on, among other considerations, future earnings, capital requirements and financial condition, legal requirements, covenant

compliance, restrictions in our existing and any future debt agreements and other factors that our Board of Directors deems relevant.

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, and non-compliance with such laws and regulations may negatively affect our business.

We are subject to a wide variety of regional, national, provincial, and local laws, regulations and other requirements, including those

relating to the environment, product safety, competition, corruption, sanctions, occupational health and safety, labor and employment,

data privacy, tax and health care. These laws, regulations and other requirements may change or be applied or interpreted in ways that

will require us to modify our equipment and/or operations, subject us to enforcement risk, expose us to reputational harm or require us

to incur additional costs, including substantial compliance costs, which may adversely affect our results of operations, cash flows and

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

We operate in multiple countries, and each of these countries may have bribery and anti-corruption laws and regulations, including the

U.S. Foreign Corrupt Practices Act, the Sapin II Law in France, the Bribery Act in the United Kingdom and the Criminal Justice

(Corruption Offences) Act 2018 in Ireland, some of which are potentially extra-territorial in scope. Our internal control policies and

procedures, or those of our vendors, may not adequately protect us from reckless or criminal acts committed or alleged to have been

committed by our employees, agents or vendors. Any such non-compliance with bribery and anti-corruption legislation could lead to

civil or criminal, monetary and non-monetary penalties and/or could damage reputations.

In addition, the tax laws of Ireland and other jurisdictions in which we operate could change in the future. There may be an enactment

of additional, or the revision of existing, state, federal and/or non-U.S. laws, and/or a development of case law, regulations and policy

changes in the jurisdictions in which we operate. Any such changes could cause a material change in our effective tax rate.

Moreover, we are subject to regulation by trade sanctions and related legislation, which have become an increasingly prevalent

instrument of foreign policy in recent years. Sanctions lists are generated by a wide variety of government agencies in countries where

we do business, and the individuals, entities and products on these lists are being modified with increasing frequency in recent years.

Due to our scale and footprint, we must monitor existing sanctions closely and exercise caution to avoid trading with any sanctioned

country, individual or organization. The penalties for non-compliance with sanctions regimes are severe; offenses for breach of

sanctions regimes can be both civil and criminal in nature. We could therefore be adversely affected by sanctions if we fail to closely

monitor compliance with sanctions regimes, which could adversely affect our results of operations, cash flows and financial condition

and the trading price of our ordinary shares.

In addition, future compliance with existing and new laws and requirements has the potential to disrupt our business operations and

may require significant expenditures, and our existing reserves for specific matters may not be adequate to cover future costs. In

particular, our manufacturing operations consume significant amounts of energy, and we may in the future incur additional or

increased capital, operating and other expenditures from changes due to new or increased climate-related and other environmental

requirements. We could also incur substantial liabilities, including fines or sanctions, enforcement actions, natural resource damages

claims, cleanup and closure costs, and third-party claims for property damage and personal injury under environmental and other laws.

We are subject to a growing number of environmental laws and regulations, and the cost of compliance or the failure to comply

with, and any liabilities under, current and future laws and regulations may negatively affect our business.

Environmental compliance requirements are a significant factor affecting our business. Our manufacturing processes involve the use

of natural resources, such as virgin wood fiber and fresh water, discharges to water, air emissions and waste handling and disposal

activities. These processes are subject to numerous regional, national and local environmental laws and regulations, as well as the

requirements of environmental permits and similar authorizations issued by various government authorities. Complex and lengthy

processes may be required to obtain and renew approvals, permits, and licenses for new, existing or modified facilities. Additionally,

the use and handling of various chemicals or hazardous materials require release prevention plans and emergency protocols. We have

incurred, and expect that we will continue to incur, significant capital, operating and other expenditures complying with applicable

environmental laws and regulations. Changes in environmental laws, as well as litigation relating to these laws, could result in more

stringent or additional environmental compliance obligations for the Company that may require additional capital investments or

increase our operating costs.

We are involved in various administrative and other proceedings relating to environmental matters that arise in the normal course of

business, and we may become involved in similar matters in the future. Although the ultimate outcome of these proceedings cannot be

predicted and we cannot at this time estimate any reasonably possible losses based on available information, we do not believe that the

currently expected outcome of any environmental proceedings and claims that are pending or threatened against us will have a

material adverse effect on our results of operations, financial condition or cash flows.

We also may incur significant expenditures in connection with the required remediation of environmental conditions at both currently

owned and formerly owned facilities, as well as in connection with various sites owned or operated by third parties. While we believe

that we can assert claims for indemnification of remediation expenses pursuant to rights we have under certain agreements in respect

of certain remediation sites and we have insurance coverage, subject to applicable deductibles or retentions, policy limits and other

conditions, for certain environmental matters, we may not be successful with respect to any claim regarding these insurance or

indemnification rights and, if we are successful, any amounts paid pursuant to the insurance or indemnification rights may not be

sufficient to cover all our costs and expenses. We also cannot predict whether we will be required to perform remediation projects at

other locations, and it is possible that our remediation requirements and costs could increase materially in the future and exceed

current reserves. In addition, we cannot currently determine the impact that future changes in cleanup standards or regional, national,

local or other environmental laws, regulations or enforcement practices will have on our results of operations, financial condition or

cash flows. Any of these circumstances could adversely affect our results of operations, cash flows and financial condition and the

trading price of our ordinary shares.

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.

Changes or proposed changes in U.S. or other countries’ trade policies may result in restrictions and economic disincentives on

international trade. Tariffs, economic sanctions and other changes in U.S. trade policy have in the past and could in the future trigger

retaliatory actions by affected countries, and certain foreign governments have instituted or are considering imposing retaliatory

measures on certain U.S. goods. Further, any emerging protectionist or nationalist trends (whether regulatory- or consumer-driven)

either in the U.S. or in other countries could affect the trade environment. We, like many other multinational corporations, conduct a

significant amount of business that would be impacted by changes to the trade policies of the U.S. and other countries (including

governmental action related to tariffs, international trade agreements, or economic sanctions). Such changes have the potential to

adversely impact the U.S. economy or certain sectors thereof or the economy of another country in which we conduct operations, our

industry and the global demand for our products, and as a result, could have a material adverse effect on our 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 legislation in many of the jurisdictions in which we operate relating to unfair competitive practices and similar

behavior. From time to time, we have been subject to allegations of such practices and regulatory investigations or proceedings with

respect thereto. Such allegations, investigations or proceedings (irrespective of merit) may require us to devote significant

management resources to defending ourselves. In the event that such allegations are proven, we may be subject to fines, damages

awards and other expenses, and our reputation may be harmed, which could have a material adverse effect on our business, results of

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

See “Note 21. Commitments and Contingencies” of the Notes to Consolidated Financial Statements for additional information.

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

such laws and regulations could adversely affect our business and our financial condition or lead to fines and/or litigation.

We are subject to a number of laws and regulations relating to privacy, security and data protection, including the General Data

Protection Regulation (EU 2016/679) (“GDPR”) and new and evolving privacy laws in the United States, Europe, Latin America, and

elsewhere. These laws and regulations have created new individual privacy rights, imposed increased obligations on companies

handling personal data, and increased potential exposure to fines and penalties as a result of breaches of such privacy, security or data

protection laws. Additionally, new laws or regulations governing privacy, security and data protection may be introduced which apply

to us in any of the jurisdictions in which we operate. The nature and extent of any such new and/or amended laws or regulations, and

the impact they may have on us, cannot be predicted.

We rely on third-party service providers and our own employees and systems to collect and process personal data and to maintain our

databases, and as a result, we are exposed to the risk that such data could be wrongfully appropriated, lost or disclosed, or damaged or

processed in breach of such privacy, security or data protection laws. These events could result in disruptions and damage, or the

misappropriation of sensitive data, and depending on their nature and scope, could lead to the compromise of confidential information,

improper use of our systems and networks, manipulation and destruction of data, defective products, production downtimes,

operational disruptions and exposure to liability. Such disruptions or misappropriations and the resulting repercussions, including

reputational damage and legal claims or proceedings, may have a material adverse effect on our business, results of operations, cash

flows, financial condition and the trading price of our ordinary shares. See also “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.”

While we endeavor to comply with all applicable laws and regulations relating to privacy, security and data protection, it is possible

that such requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another or may conflict

with other laws or our practices. That concern is particularly relevant for the GDPR, as different EU member state regulators may

differ as to their interpretation of the GDPR and the approach they may take to breaches, enforcement, complaints or the exercise of

rights to access personal data by individuals. Any perceived or actual failure by us to protect confidential data, personal data, any

material non-compliance with privacy, security or data protection laws or regulations or any general IT system failure may harm our

reputation and credibility, adversely affect our revenues, reduce our ability to attract or retain customers, result in litigation or other

actions being brought against us and the imposition of significant fines and, as a result, could have a material adverse effect on our

business, results of operations, financial condition and the trading price of our ordinary shares.

Failure to comply with applicable occupational health and safety laws and regulations or maintain good health and safety and

employee well-being practices in our facilities may have a material adverse effect on our business.

We are subject to a broad range of regional, national, provincial and local laws and regulations relating to occupational health and

safety, and our safety program includes measures required for compliance. We have incurred, and will continue to incur, operating

costs and capital expenditures to meet our health and safety obligations, as well as to continually improve our safety systems.

In addition, our business involves the use of heavy equipment, machinery and chemicals and requires the performance of activities that

create safety exposures, including the performance of relatively difficult and specialized tasks. Safeguarding the health, safety and

overall wellbeing of our colleagues is a top concern, critical to attracting and retaining the best talent, and plays a pivotal role in

realizing our business and sustainability objectives. We implement our health and safety requirements through a safety management

system that includes best practice sharing and operational learning. We seek to reduce exposures and eliminate serious injuries and

fatalities through engagement, execution of targeted risk reduction measures, and implementation of systems that promote continuous

improvement. Despite such efforts, a serious incident affecting the health and safety of any of our employees could occur and disrupt

our operations. There is also a risk of significant fines and penalties or litigation if a health and safety incident occurs. Furthermore,

disruption of operations caused by a major incident could have a material adverse effect on our customer relationships, business,

results of operations, financial condition and the trading price of our ordinary shares. Additionally, portions of our operations are in

areas with ongoing political or geopolitical uncertainty which could pose security risks to our employees or operations. See also “As a

leading global manufacturing business, we have been, and may be in the future, adversely affected by factors that are beyond our

control, such as economic and financial market conditions, geopolitical conflicts and other social and political unrest or change” and

“We are exposed to risks related to our international sales and operations.”

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.

Given trading in our shares on the NYSE and the LSE takes place in different currencies (U.S. dollars on the NYSE and pounds

sterling on the LSE) and at different times (resulting from different time zones, different trading hours and different trading days for

the NYSE and the LSE), the trading prices of our shares on these two exchanges may at times differ due to these and other factors.

Any decrease in the price of our ordinary shares on the NYSE could cause a decrease in the trading price of our ordinary shares on the

LSE and vice versa.

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.

As an Irish company, we are governed by the Irish Companies Act. The Irish Companies Act differs in some significant, and possibly

material, respects from laws applicable to U.S. corporations and shareholders under various state corporation laws, including the

provisions relating to interested directors, mergers and acquisitions, takeovers, shareholder lawsuits and indemnification of directors.

Irish law differs from the laws in effect in the U.S., and our shareholders could have more difficulty protecting their interests than

shareholders of a corporation incorporated in a jurisdiction of the U.S. The U.S. currently does not have a treaty with Ireland providing

for the reciprocal recognition and enforcement of judgments in civil and commercial matters. As such, there is some uncertainty as to

whether the courts of Ireland would recognize or enforce judgments of U.S. courts obtained against us or our directors or officers

based on U.S. federal or state civil liability laws, including the civil liability provisions of the U.S. federal or state securities laws, or

hear actions against us or those persons based on those laws.

Under Irish law, the duties of directors and officers of a company are generally owed to the company only. Shareholders of Irish

companies do not generally have rights to take action against directors or officers of the company under Irish law and may only do so

in limited circumstances. Directors of an Irish company must, in exercising their powers and performing their duties, act with due care

and skill, honesty and in good faith with a view to the best interests of the company. Directors have a duty not to put themselves in a

position in which their duties to the company and their personal interests might conflict and also are under a duty to disclose any

personal interest in any contract or arrangement with the company or any of its subsidiaries. If a director or officer of an Irish company

is found to have breached his or her duties to that company, he or she could be held personally liable to the company in respect of that

breach of duty.

In addition, under Irish law, we must have authority from our shareholders to issue any shares, including shares that are part of the

Company’s authorized but unissued share capital. In addition, unless otherwise authorized by its shareholders, when an Irish company

issues shares for cash to new shareholders, it is required first to offer those shares on the same or more favorable terms to existing

shareholders on a pro-rata basis. If we are unable to obtain these authorizations from our shareholders or are otherwise limited by the

terms of our authorizations, our ability to issue shares under our equity compensation plans and, if applicable, to facilitate funding

acquisitions or otherwise raise capital could be adversely affected.

Any attempts to acquire the Company will be subject to the Irish Takeover Rules and subject to the supervisory jurisdiction of the

Irish Takeover Panel and the Board may be limited by the Irish Takeover Rules in its ability to defend an unsolicited takeover

attempt.

The Company is subject to the Irish Takeover Rules, which regulate the conduct of takeovers of, and certain other relevant

transactions affecting, Irish public limited companies listed on certain stock exchanges, including the NYSE and the LSE. The Irish

Takeover Rules are administered by the Irish Takeover Panel, which has supervisory jurisdiction over such transactions. Among other

matters, the Irish Takeover Rules operate to ensure that no offer is frustrated or unfairly prejudiced and, in situations involving

multiple bidders, that there is a level playing field.

The Company is subject to the Irish Takeover Rules, under which we are not permitted to take certain actions that might “frustrate” an

offer for our ordinary shares once we receive an offer, or have reason to believe an offer is or may be imminent, without the approval

of more than 50% of our shareholders entitled to vote at a general meeting of the Company’s shareholders or the consent of the Irish

Takeover Panel. This may limit the ability of the Company’s Board to take defensive actions even if it believes that such defensive

actions would be in the Company’s best interests or the best interests of our shareholders.