Smurfit Westrock 10-Q 2025-03-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2025

OR

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

For the transition period from to

Commission File Number: 001-42161

Smurfit Westrock plc

(Exact name of registrant as specified in its charter)

Ireland		98-1776979
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Beech Hill, Clonskeagh Dublin 4**,** D04 N2R2 Ireland		N/A
(Address of principal executive offices)		(Zip Code)

+353 1 202 7000

(Registrant’s telephone number, including area code)

N/A

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

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

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Ordinary shares, par value $0.001 per share		SW		New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934

during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing

requirements for the past 90 days. Yes ☒ No ☐

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

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

Yes ☒ No ☐

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

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

in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐

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

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

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

As of May 6, 2025, the registrant had 522,012,629 ordinary shares, nominal value $0.001 per share, issued and outstanding.

TABLE OF CONTENTS

	Page
EXPLANATORY NOTE	3
PART I - FINANCIAL INFORMATION	6
Item 1. Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3. Quantitative and Qualitative Disclosures About Market Risk	43
Item 4. Controls and Procedures	43
PART II - OTHER INFORMATION	45
Item 1. Legal Proceedings	45
Item 1A. Risk Factors	45
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 3. Defaults Upon Senior Securities	45
Item 4. Mine Safety Disclosures	45
Item 5. Other Information	45
Item 6. Exhibits	46
Signatures	47

EXPLANATORY NOTE

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

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

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

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

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

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

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

Sub”) pursuant to which (i) Smurfit Westrock acquired Smurfit Kappa by means of a scheme of arrangement under the Companies Act

2014 of Ireland (as amended) and (ii) Merger Sub merged with and into WestRock, (the “Merger” and, together with the Smurfit

Kappa Share Exchange, the “Combination”). The Combination closed on July 5, 2024. A detailed description of the terms of the

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

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

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

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

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

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

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

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

5, 2024, did not include WestRock, when referring to the periods prior to the closing of the Combination, and refer to the combined

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

after the Combination.

This Quarterly Report on Form 10-Q is being filed with respect to the interim quarterly period ended March 31, 2025. Accordingly,

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

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

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

provided herein.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

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

to, synergies as well as our scale, geographic reach and product portfolio, or impact of announced closures), and any other statements

regarding Smurfit Westrock’s future expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows,

or future events or performance. Forward-looking and other statements in this Quarterly Report on Form 10-Q may also address the

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

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

the SEC. In addition, historical, current, and forward-looking sustainability-related statements may be based on standards for

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

to change in the future.

Statements that are not historical facts, including statements about the beliefs and expectations of the management of Smurfit

Westrock, are forward-looking statements. Words such as “may”, “will”, “could”, “should”, “would”, “anticipate”, “intend”,

“estimate”, “project”, “plan”, “believe”, “expect”, “target”, “prospects”, “potential”, “commit”, “forecasts”, “aims”, “considered”,

“likely”, “estimate” and variations of these words and similar future or conditional expressions are intended to identify forward-

looking statements but are not the exclusive means of identifying such statements. While the Company believes these expectations,

assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and

unknown risks and uncertainties, many of which are beyond the control of the Company. By their nature, forward-looking statements

involve risk and uncertainty because they relate to events and depend upon future circumstances that may or may not occur.

Important factors that could cause actual results to differ materially from plans, estimates or expectations include: our ability to deliver

on our closure plan and associated efforts; our future cash payments associated with these initiatives; potential future cost savings

associated with such initiatives; the amount of charges and the timing of such charges or actions described herein; potential future

impairment charges; accuracy of assumptions associated with the charges; economic, competitive and market conditions generally,

including macroeconomic uncertainty, customer inventory rebalancing, the impact of inflation and increases in energy, raw materials,

shipping, labor and capital equipment costs; geo-economic fragmentation and protectionism such as tariffs, trade wars or similar

governmental actions affecting the flows of goods, services or currency (including the recent implementation of tariffs by the U.S.

federal government and reciprocal tariffs and other protectionist or retaliatory measures governments in Europe, Asia, and other

countries have taken or may take in response); the impact of public health crises, such as pandemics and epidemics and any related

company or governmental policies and actions to protect the health and safety of individuals or governmental policies or actions to

maintain the functioning of national or global economies and markets; reduced supply of raw materials, energy and transportation,

including from supply chain disruptions and labor shortages; developments related to pricing cycles and volumes; intense competition;

the ability of the Company to successfully recover from a disaster or other business continuity problem due to a hurricane, flood,

earthquake, terrorist attack, war, pandemic, security breach, cyber-attack, power loss, telecommunications failure or other natural or

man-made events, including the ability to function remotely during long-term disruptions; the Company’s ability to respond to

changing customer preferences and to protect intellectual property; the amount and timing of the Company’s capital expenditures;

risks related to international sales and operations; failures in the Company’s quality control measures and systems resulting in faulty or

contaminated products; cybersecurity risks, including threats to the confidentiality, integrity and availability of data in the Company’s

systems; works stoppages and other labor disputes; the Company’s ability to establish and maintain effective internal controls over

financial reporting in accordance with Sarbanes Oxley Act of 2002, as amended, and remediate any weaknesses in controls and

processes; the Company’s ability to retain or hire key personnel; risks related to sustainability matters, including climate change and

scarce resources, as well as the Company’s ability to comply with changing environmental laws and regulations; the Company’s

ability to successfully implement strategic transformation initiatives; results and impacts of acquisitions by the Company; the

Company’s significant levels of indebtedness; the impact of the Combination on the Company’s credit ratings; the potential

impairment of assets and goodwill; the availability of sufficient cash to distribute dividends to the Company’s shareholders in line

with current expectations; the scope, costs, timing and impact of any restructuring of operations and corporate and tax structure;

evolving legal, regulatory and tax regimes; changes in economic, financial, political and regulatory conditions in Ireland, the United

Kingdom, the United States and elsewhere, and other factors that contribute to uncertainty and volatility, natural and man-made

disasters, civil unrest, geopolitical uncertainty, and conditions that may result from legislative, regulatory, trade and policy changes

associated with the current or subsequent Irish, U.S. or UK administrations; legal proceedings instituted against the Company; actions

by third parties, including government agencies; the Company’s ability to promptly and effectively integrate Smurfit Kappa’s and

WestRock’s businesses; the Company’s ability to achieve the synergies and value creation contemplated by the Combination; the

Company’s ability to meet expectations regarding the accounting and tax treatments of the Combination, including the risk that the

Internal Revenue Service may assert that the Company should be treated as a U.S. corporation or be subject to certain unfavorable

U.S. federal income tax rules under Section 7874 of the Internal Revenue Code of 1986, as amended, as a result of the Combination;

other factors such as future market conditions, currency fluctuations, the behavior of other market participants, the actions of

regulators and other factors such as changes in the political, social and regulatory framework in which the Company’s group operates

or in economic or technological trends or conditions, and other risks set forth under the heading “Risk Factors” in Part I, Item 1A. in

the 2024 Form 10-K, and as may be updated in this and other subsequent Quarterly Reports on Form 10-Q.

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

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

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

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

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

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

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

otherwise.

PART I. FINANCIAL INFORMATION

INDEX TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF

SMURFIT WESTROCK PLC

	Page
Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024	7
Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and March 31, 2024	8
Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2025 and March 31, 2024	9
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and March 31, 2024	10
Condensed Consolidated Statements of Changes in Equity for the three months ended March 31, 2025 and March 31, 2024	11
Notes to the Condensed Consolidated Financial Statements	12

Smurfit Westrock plc

Condensed Consolidated Balance Sheets (Unaudited)

(in millions, except share data*)*

	March 31, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents (amounts related to consolidated variable interest entities of $7 million and $2 million at March 31, 2025 and December 31, 2024, respectively)	$797		$855
Accounts receivable, net (amounts related to consolidated variable interest entities of $806 million and $767 million at March 31, 2025 and December 31, 2024, respectively)	4,548		4,117
Inventories	3,670		3,550
Other current assets	1,615		1,533
Total current assets	10,630		10,055
Property, plant and equipment, net	22,792		22,675
Goodwill	6,969		6,822
Intangibles, net	1,141		1,117
Prepaid pension asset	654		635
Other non-current assets (amounts related to consolidated variable interest entities of $390 million and $389 million at March 31, 2025 and December 31, 2024, respectively)	2,463		2,455
Total assets	$44,649		$43,759
Liabilities and Equity
Current liabilities:
Accounts payable	$3,171		$3,290
Accrued compensation and benefits	799		882
Current portion of debt	1,300		1,053
Other current liabilities	2,175		2,108
Total current liabilities	7,445		7,333
Non-current debt due after one year (amounts related to consolidated variable interest entities of $165 million and $8 million at March 31, 2025 and December 31, 2024, respectively)	12,919		12,542
Deferred tax liabilities	3,608		3,600
Pension liabilities and other postretirement benefits, net of current portion	716		706
Other non-current liabilities (amounts related to consolidated variable interest entities of $335 million and $335 million at March 31, 2025 and December 31, 2024, respectively)	2,072		2,191
Total liabilities	26,760		26,372
Commitments and Contingencies (Note 15)
Equity:
Preferred stock; $0.001 par value; 500,000,000 shares authorized; 10,000 shares outstanding	—		—
Common stock; $0.001 par value; 9,500,000,000 shares authorized; 521,979,145 and 520,444,261 shares outstanding at March 31, 2025 and December 31, 2024, respectively	1		1
Deferred shares; €1 par value; 25,000 shares authorized; 25,000 shares outstanding	—		—
Treasury stock; at cost; 1,467,950 and 2,037,589 common stock at March 31, 2025 and December 31, 2024, respectively	(65)		(93)
Capital in excess of par value	15,977		15,948
Accumulated other comprehensive loss	(1,079)		(1,446)
Retained earnings	3,030		2,950
Total shareholders’ equity	17,864		17,360
Noncontrolling interests	25		27
Total equity	17,889		17,387
Total liabilities and equity	$44,649		$43,759

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

Smurfit Westrock plc

Condensed Consolidated Statements of Operations (Unaudited)

(in millions, except per share data)

	Three months ended March 31,
	2025		2024
Net sales	$7,656		$2,930
Cost of goods sold	(6,079)		(2,220)
Gross profit	1,577		710
Selling, general and administrative expenses	(988)		(380)
Transaction and integration-related expenses associated with the Combination	(36)		(23)
Operating profit	553		307
Pension and other postretirement non-service income (expense), net	9		(10)
Interest expense, net	(167)		(25)
Other expense, net	(5)		(5)
Income before income taxes	390		267
Income tax expense	(8)		(76)
Net income	382		191
Net loss attributable to noncontrolling interests	2		—
Net income attributable to common shareholders	$384		$191
Basic earnings per share attributable to common shareholders	$0.74		$0.74
Diluted earnings per share attributable to common shareholders	$0.73		$0.73
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

Smurfit Westrock plc

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(in millions)

	Three months ended March 31,
	2025		2024
Net income	$382		$191
Other comprehensive income (loss), net of tax:
Foreign currency translation gain (loss)	378		(116)
Defined benefit pension and other postretirement benefit plans adjustments	(14)		16
Net gain (loss) on cash flow hedging derivatives	3		(3)
Other comprehensive income (loss), net of tax	367		(103)
Comprehensive income	749		88
Comprehensive loss attributable to noncontrolling interests	2		—
Comprehensive income attributable to common shareholders	$751		$88
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

Smurfit Westrock plc

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in millions)

	Three months ended March 31,
	2025		2024
Operating activities:
Net income	$382		$191
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Depreciation, depletion and amortization	603		148
Cash surrender value increase in excess of premiums paid	(5)		—
Share-based compensation expense	43		15
Deferred income tax benefit	(29)		(2)
Pension and other postretirement funding more than cost	(23)		(8)
Other	1		1
Change in operating assets and liabilities, net of acquisitions and divestitures:
Accounts receivable	(342)		(196)
Inventories	(62)		8
Other assets	(47)		(51)
Accounts payable	(117)		(102)
Income taxes	(70)		60
Accrued liabilities and other	(99)		(22)
Net cash provided by operating activities	235		42
Investing activities:
Capital expenditures	(477)		(208)
Cash paid for purchase of businesses, net of cash acquired	(4)		—
Other	5

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

*conjunction with Smurfit Westrock’*s Unaudited Condensed Consolidated Financial Statements and their related notes included

elsewhere in this Quarterly Report on Form 10-Q and our audited Consolidated Financial Statements and their related notes for the

year ended December 31, 2024, as well as the information under the heading “Management’s Discussion and Analysis of the

Financial Condition and Results of Operations” that were disclosed in the Form 10-K for the year ended December 31, 2024, as filed

with the U.S. Securities and Exchange Commission (the “SEC”) on March 7, 2025 (the “2024 Form 10-K”). This discussion contains

forward-looking statements that involve risks and uncertainties. Smurfit Westrock’s future results could differ materially from the

results discussed below. More information regarding these risks and uncertainties and other important factors that could cause actual

results to differ materially from those in the forward-looking statements is set forth under the heading “Risk Factors” in Part I, Item

1A. in the 2024 Form 10-K, and as may be updated in this and other subsequent Quarterly Reports on Form 10-Q. Please also refer to

the section above entitled “Cautionary Note Regarding Forward-Looking Statements" for additional information.

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

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

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

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

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

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

OVERVIEW

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

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

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

markets.

Transaction Agreement and Combination with WestRock

As described in “Note 2. Acquisitions” of the Condensed Consolidated Financial Statements, the Combination closed on July 5, 2024.

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

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

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

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

Exchange.

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

accounting for the Combination.

Recent Developments

Capacity Reduction and Facility Closures

On April 30, 2025, we announced our plan to permanently close our CRB mill in St. Paul, Minnesota, U.S. and discontinue production

at our containerboard mill in Forney, Texas, U.S.. The Company has also initiated consultations with local works councils in Germany

with a view to permanently closing two converting facilities there. The mill closures are expected to reduce our capacity by over

500,000 tons. The mill closures and two converting facility closures are not expected to have a significant impact on our net sales as

we aim to match our supply with customer demand.

We expect to record approximately $287 million of certain pre-tax charges associated with these closures (including $188 million of

pre-tax non-cash asset impairment charges) over the remainder of 2025 and into 2026. See “Note 18. Subsequent Events” of the

Condensed Consolidated Financial Statements for additional information. Excluding these charges, the elimination of corresponding

fixed costs is anticipated to increase overall profitability.

EXECUTIVE SUMMARY

Smurfit Westrock’s net sales increased by $4,726 million, to $7,656 million in the three months ended March 31, 2025, from $2,930

million in the three months ended March 31, 2024. As described in greater detail below, this increase was primarily due to the

acquisition of WestRock along with a higher selling price mix, partly offset by a negative foreign currency impact and a negative

volume impact.

Net income attributable to common shareholders increased by $193 million, to $384 million in the three months ended March 31,

2025, from $191 million in the three months ended March 31, 2024. This increase was primarily due to the acquisition of Westrock,

with the positive impact of the Combination partially offset by higher interest expense. Refer to “Results of Operations” for a detailed

review of Smurfit Westrock’s performance.

Net cash provided by operating activities increased by $193 million, to $235 million in the three months ended March 31, 2025, from

$42 million in the three months ended March 31, 2024, primarily due to a $627 million increase in net income adjusted for non-cash

items, including depreciation, depletion and amortization, cash surrender value increase in excess of premiums paid, share-based

compensation expense, deferred income tax benefit, and pension and other postretirement funding more than cost. The increase in net

income adjusted for non-cash items was partially offset by the $434 million increase in the cash outflows from changes in operating

assets and liabilities as a result of the Combination and a higher selling price mix. During the three months ended March 31, 2025,

Smurfit Westrock invested $477 million in capital expenditures. The Company’s net cash inflow from changes in debt was $444

million, and it paid $225 million of cash dividends to shareholders. See the section entitled “Liquidity and Capital Resources” below

for additional information.

SIGNIFICANT FACTORS AND TRENDS AFFECTING SMURFIT WESTROCK’S RESULTS

Smurfit Westrock’s operations have been, and will continue to be, affected by many factors, some of which are beyond the Company’s

control. Smurfit Westrock’s net sales are primarily derived from the sale of containerboard, corrugated containers, paperboard,

consumer packaging, and other paper-based packaging products. As such, Smurfit Westrock’s net sales during any period are largely

influenced by volumes, prices and costs of the corrugated containers and consumer packaging products that Smurfit Westrock sells

during that period.

Volumes

In general, demand for corrugated containers and consumer packaging is closely correlated with overall economic growth and activity.

It also directionally correlates with levels of industrial production and is impacted by the trends affecting the choice of medium (paper,

plastic, glass, metal, or wood) used in the packaging of these products. As a result, demand is driven by the need for: (i) packaging

products for consumer and industrial goods, (ii) higher value-added corrugated products used for point-of-sale displays and consumer

and shelf-ready packaging, and (iii) packaging of pharmaceutical products and the growth of related industries. Normal patterns of

demand growth can be disrupted by other macroeconomic trends, including inflation, pandemics (such as the COVID-19 pandemic

and related lockdowns), and global economic and geopolitical developments (including tariffs or other trade restrictions), among

others.

Consumer patterns also play a significant role in demand for corrugated packaging and consumer packaging. In recent years, shifting

consumer behaviors have accelerated, particularly with the rise of e-commerce and increased awareness of unsustainable packaging

solutions. These trends have, to date, been beneficial for paper-based packaging, which is typically made from renewable, recyclable

materials. Changing demographics can also influence demand trends in the pharmaceutical industry, a major user of consumer

packaging.

Prices and Costs

Prices of corrugated containers and consumer packaging are primarily a function of the cyclical nature of Smurfit Westrock’s industry,

capacity and competition in the markets it operates in, prevailing raw material prices, and other operating costs, such as energy,

chemicals, and transportation, overlaying supply and demand balances.

As paper costs generally represent a large portion of the cash cost of production for corrugated containers or consumer packaging,

containerboard price movements tend to impact the prices of corrugated containers. In turn, the cost of paper is influenced by

movements in the price of its major raw materials—wood or recycled paper—along with other supply and demand factors. Smurfit

Westrock’s production processes are energy-intensive, making production costs also sensitive to the price of energy (primarily gas and

electricity), which have historically been volatile. Other key cost drivers include employee benefit expenses, largely determined by

workforce size, and shipping and handling costs, which are generally affected by fuel prices and overall labor inflation.

While many of Smurfit Westrock’s customer contracts include price adjustment clauses that allow cost increases to be passed on to

customers, these clauses may not in all cases be effective to offset rising costs. Additionally, for corrugated and consumer packaging

products, even when Smurfit Westrock is able to implement price increases, there is typically a three- to six-month lag between raw

material price hikes and the realization of higher pricing from customers.

Foreign Currency Effects

Smurfit Westrock operates in multiple countries across North America, Europe, MEA, APAC, and LATAM. As a result, currency

fluctuations can have both direct and indirect impacts on its financial statements, which are presented in U.S. dollars.

RESULTS OF OPERATIONS

The following table summarizes Smurfit Westrock’s consolidated results for the periods presented ($ in millions):

	Three months ended March 31,
	2025		2024
Net sales	$7,656		$2,930
Cost of goods sold	(6,079)		(2,220)
Gross profit	1,577		710
Selling, general and administrative expenses	(988)		(380)
Transaction and integration-related expenses associated with the Combination	(36)		(23)
Operating profit	553		307
Pension and other postretirement non-service income (expense), net	9		(10)
Interest expense, net	(167)		(25)
Other expense, net	(5)		(5)
Income before income taxes	390		267
Income tax expense	(8)		(76)
Net income	382		191
Net loss attributable to noncontrolling interests	2		—
Net income attributable to common shareholders	$384		$191

Results of operations for the three months ended March 31, 2025*, compared to the* three months ended March 31, 2024

Net Sales

Net sales increased by $4,726 million, to $7,656 million in the three months ended March 31, 2025, from $2,930 million in the three

months ended March 31, 2024. This increase was primarily due to the impact of $4,736 million related to the acquisition of WestRock.

Excluding the impact of this acquisition, net sales decreased by $10 million primarily resulting from a $175 million net negative

foreign currency impact and a negative volume impact of $43 million, largely offset by a $209 million positive impact due to a higher

selling price mix. See “Segment Information” below for more detail on Smurfit Westrock’s segment results.

Cost of Goods Sold

Cost of goods sold increased by $3,859 million, to $6,079 million in the three months ended March 31, 2025, from $2,220 million in

the three months ended March 31, 2024. The increase in cost of goods sold was primarily due to the impact of the acquisition of

WestRock of $3,930 million. Excluding the impact of this acquisition, cost of goods sold decreased by $71 million primarily due to

net positive foreign currency movements and lower volumes, partly offset by higher input prices.

Selling, General and Administrative (“SG&A”) Expenses

SG&A expenses increased by $608 million, to $988 million in the three months ended March 31, 2025, from $380 million in the three

months ended March 31, 2024. The increase in SG&A expenses of $608 million was primarily due to additional SG&A expenses of

$570 million related to the acquisition of WestRock.

Transaction and Integration-related Expenses Associated with the Combination

The Company incurred transaction and integration-related expenses associated with the Combination of $36 million and $23 million in

the three months ended March 31, 2025 and 2024, respectively.

Transaction-related expenses associated with the Combination were $2 million and $23 million in the three months ended March 31,

2025 and 2024, respectively. Transaction-related costs associated with the Combination comprised of banking and financing related

costs as well as legal and other professional services which were directly attributable to the Combination and retention payments that

were contractually committed to and associated with the successful completion of the Combination.

Integration-related expenses associated with the Combination were $34 million in the three months ended March 31, 2025. We incur

integration costs post-acquisition that reflect work performed to facilitate merger and acquisition integration and primarily consist of

professional services and personnel and related expenses, such as work associated with information systems.

**Pension and Other Postretirement Non-Service Income (**Expense), Net

Pension and other postretirement non-service income (expense), net decreased by $19 million, to income of $9 million in the three

months ended March 31, 2025, from expense of $10 million in the three months ended March 31, 2024. This decrease was primarily

due to an $80 million increase in the return on plan assets primarily due to acquired pension assets in connection with the

Combination, that was partially offset by an increase in interest costs of $64 million primarily due to acquired pension liabilities in

connection with the Combination.

Interest Expense, Net

Interest expense, net increased by $142 million to $167 million in the three months ended March 31, 2025, from $25 million in the

three months ended March 31, 2024. The increase was primarily the result of interest on debt assumed as part of the Combination and

the senior notes issued in April 2024 (for further details on these senior notes see “Note 14. Debt” of the 2024 Consolidated Financial

Statements). The increase was partially offset by higher interest income of $16 million primarily due to increased average cash

balances in the period.

Other Expense, Net

Other expense, net remained at $5 million in the three months ended March 31, 2025, consistent with the three months ended

March 31, 2024 due to a $6 million net positive impact from foreign currency translation of monetary assets and liabilities and a $4

million increase in income from equity method investments. This was offset by a $10 million expense recorded in the three months

ended March 31, 2025 in connection with the sale of receivables under an accounts receivable monetization program acquired as a

result of the Combination.

Income Tax Expense

Income tax expense was $8 million in the three months ended March 31, 2025, compared to an income tax expense of $76 million in

the three months ended March 31, 2024. The effective tax rate for the three months ended March 31, 2025, was 2.1%, while the

effective tax rate for the three months ended March 31, 2024, was 28.5%. The effective tax rate was primarily impacted by the

resolution of certain unrecognized tax benefits.

See “Note 12. Income Taxes” of the Condensed Consolidated Financial Statements for the primary factors impacting our effective tax

rates.

SEGMENT INFORMATION

Smurfit Westrock has identified three operating segments based on how the CODM makes key operating decisions, allocates resources

and assesses the performance of the Company’s business. These operating segments are as follows: (i) North America, which includes

operations in the U.S., Canada and Mexico, (ii) Europe, MEA and APAC and (iii) LATAM, which includes operations in Central

America and Caribbean, Argentina, Brazil, Chile, Colombia, Ecuador and Peru. No operating segments have been aggregated for

disclosure purposes.

Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis, but

exclude certain central costs such as corporate costs, including executive costs, and costs of Smurfit Westrock’s legal, company

secretarial, pension administration, tax, treasury and controlling functions and other administrative costs. Segment profitability is

measured based on Adjusted EBITDA, defined as income before income taxes, unallocated corporate costs, depreciation, depletion

and amortization, interest expense, net, pension and other postretirement non-service income (expense), net, share-based compensation

expense, other expense, net, amortization of fair value step up on inventory, transaction and integration-related expenses associated

with the Combination and other specific items that management believes are not indicative of the ongoing operating results of the

business.

The following table contains selected financial information for Smurfit Westrock’s segments for the periods presented ($ in millions):

	Three months ended March 31,
	2025		2024
Net sales (aggregate):****(1)
North America	$4,669		$412
Europe, MEA and APAC	2,582		2,194
LATAM	513		341
Segment Adjusted EBITDA:
North America	$785		$59
Europe, MEA and APAC	389		385
LATAM	115		54

(1) Net sales before intersegment eliminations

The three months ended March 31, 2025*, compared to the* three months ended March 31, 2024

North America Segment

Net Sales

Net sales before intersegment eliminations for the North America segment increased by $4,257 million, to $4,669 million in the three

months ended March 31, 2025, from $412 million in the three months ended March 31, 2024. This increase was primarily due to the

positive impact of $4,276 million from the acquisition of WestRock.

Adjusted EBITDA

Adjusted EBITDA for the North America segment increased by $726 million, to $785 million in the three months ended March 31,

2025, from $59 million in the three months ended March 31, 2024. This increase was primarily due to the positive impact of $718

million from the acquisition of WestRock.

Europe, MEA and APAC Segment

Net Sales

Net sales before intersegment eliminations for the Europe, MEA and APAC segment increased by $388 million, to $2,582 million in

the three months ended March 31, 2025, from $2,194 million in the three months ended March 31, 2024. This increase was primarily

due to the impact of $378 million which related to the acquisition of WestRock. Excluding the impact of this acquisition, net sales

before intersegment eliminations increased by $10 million primarily due to a higher selling price mix of $138 million, largely offset by

a net foreign currency impact of $81 million primarily due to the strengthening of the U.S. dollar against the euro and a negative

volume impact of $44 million.

Adjusted EBITDA

Adjusted EBITDA for the Europe, MEA and APAC segment increased by $4 million, to $389 million in the three months ended

March 31, 2025, from $385 million in the three months ended March 31, 2024. There was a $37 million positive impact from the

acquisition of WestRock. Excluding the impact of this acquisition, Adjusted EBITDA decreased by $33 million mainly due to higher

input prices of $166 million and a net foreign currency impact of $9 million, partly offset by a higher selling price mix impact of $138

million.

LATAM Segment

Net Sales

Net sales before intersegment eliminations for the LATAM segment increased by $172 million, to $513 million in the three months

ended March 31, 2025, from $341 million in the three months ended March 31, 2024. This increase was primarily due to the positive

impact of $177 million from the acquisition of WestRock.

Adjusted EBITDA

Adjusted EBITDA for the LATAM segment increased by $61 million, to $115 million in the three months ended March 31, 2025,

from $54 million in the three months ended March 31, 2024. This increase was primarily due to the positive impact of $54 million

from the acquisition of WestRock.

LIQUIDITY AND CAPITAL RESOURCES

Sources and Uses of Cash

Smurfit Westrock’s primary sources of liquidity are the cash flows generated from its operations, its commercial paper program, and

committed credit lines. The uncommitted commercial paper program is supported by the $4,500 million revolving loan facility with a

separate swingline sub-facility which allows for same-day drawing in U.S. dollar. The amount of commercial paper outstanding does

not reduce available capacity under the revolving loan facility. The primary uses of this liquidity are to fund Smurfit Westrock’s day-

to-day operations, capital expenditures, debt service, dividends and other investment activity, including acquisitions.

As of March 31, 2025, Smurfit Westrock held cash and cash equivalents of $797 million, of which $357 million were held in euro,

$173 million were held in U.S. dollars and $267 million were held in other currencies. At March 31, 2025, the Company had $4,833

million in undrawn committed facilities available under the revolving loan facility and receivables securitization facilities. The

weighted average period until maturity of undrawn committed facilities was 4.2 years as of March 31, 2025. Combined with cash and

cash equivalents of $797 million, the Company had $5,630 million of available liquidity.

As of March 31, 2025, Smurfit Westrock had $14,281 million of debt, excluding debt issuance costs. As of March 31, 2025, the

carrying amount of current debt was $1,300 million. The carrying amount of the Company’s debt includes a fair value adjustment

related to debt assumed through mergers and acquisitions. At March 31, 2025 the unamortized fair value market adjustment was

$45 million. Included within the carrying value of Smurfit Westrock’s borrowings as of March 31, 2025 are deferred debt issuance

costs of $62 million, of which $8 million is current, all of which will be recognized in interest expense in Smurfit Westrock’s

Condensed Consolidated Statements of Operations using the effective interest rate method over the remaining life of the borrowings.

See “Note 11. Debt” of the Condensed Consolidated Financial Statements for a discussion of the Company’s additional debt-related

information.

The Company believes that the cash flows generated from its operations, cash on hand, its commercial paper program, available

borrowings under its committed credit lines and available capital through access to capital markets will be adequate to meet the

Company's liquidity and capital requirements, including payments of any declared dividends, for the next 12 months and for the

foreseeable future.

Smurfit Westrock uses a variety of working capital management strategies including supply chain financing (“SCF”) programs,

vendor financing and commercial card programs, monetization facilities where we sell short-term receivables to a group of third-party

financial institutions, and receivables securitization facilities. The programs are described below.

The Company engages in certain customer-based SCF programs to accelerate the receipt of payment for outstanding accounts

receivables from certain customers. Certain costs of these programs are borne by the customer or the Company. Receivables

transferred under these customer-based SCF programs generally meet the requirements to be accounted for as sales in accordance with

guidance under “Transfers and Servicing” (“ASC 860”), resulting in derecognition of such receivables from the Company’s

Condensed Consolidated Balance Sheets. Receivables involved with these customer-based SCF programs constitute approximately 5%

of the Company’s accounts receivable balance at March 31, 2025. In addition, Smurfit Westrock has monetization facilities that sell to

third-party financial institutions all of the short-term receivables generated from certain customer trade accounts. See “Note 10. Fair

Value Measurement” of the Condensed Consolidated Financial Statements for a discussion of the Company’s monetization facilities.

Smurfit Westrock’s working capital management strategy includes working with its suppliers to revisit terms and conditions, including

the extension of payment terms. The Company’s current payment terms with the majority of its suppliers generally range from payable

upon receipt to 120 days and vary for items such as the availability of cash discounts. The Company does not believe its payment

terms will be shortened significantly in the near future, and does not expect its net cash provided by operating activities to be

significantly impacted by additional extensions of payment terms. Certain financial institutions offer voluntary SCF programs that

enable the Company’s suppliers, at their sole discretion, to sell their receivables from Smurfit Westrock to the financial institutions on

a non-recourse basis at a rate that leverages the Company’s credit rating and thus might be more beneficial to the Company’s

suppliers. Smurfit Westrock and its suppliers agree on commercial terms for the goods and services we procure, including prices,

quantities and payment terms, regardless of whether the supplier elects to participate in SCF programs. The suppliers sell Smurfit

Westrock goods or services and issue the associated invoices based on the agreed-upon contractual terms. The due dates of the

invoices are not extended due to the supplier’s participation in SCF programs. Smurfit Westrock suppliers, at their sole discretion if

they choose to participate in a SCF program, determine which invoices, if any, they want to sell to the financial institutions. No

guarantees are provided by the Company under SCF programs, and it has no economic interest in a supplier’s decision to participate in

the SCF program. Therefore, amounts due to the Company’s suppliers that elect to participate in SCF programs are included in the

“Accounts payable” line item in the Company’s Condensed Consolidated Balance Sheets and the activity is reflected in “Net cash

provided by operating activities” in the Company’s Consolidated Statements of Cash Flows. Based on correspondence with the

financial institutions that are involved with Smurfit Westrock’s two primary SCF programs, while the amount suppliers elect to sell to

the financial institutions varies from period to period, the amount generally averages approximately 12-14% of the Company’s

accounts payable balance. The outstanding payment obligations to financial institutions under these programs were $389 million as of

March 31, 2025.

Smurfit Westrock also participates in certain vendor financing and commercial card programs to support travel and entertainment

expenses and smaller vendor purchases. Amounts outstanding under these programs are classified as debt primarily because the

Company receives the benefit of extended payment terms and a rebate from the financial institution that would not have otherwise

been received without the financial institution's involvement. Smurfit Westrock also has receivables securitization facilities that allows

for borrowing availability based on underlying accounts receivable eligibility and compliance with certain covenants. See “Note 11.

Debt” and “Note 16. Variable Interest Entities” of the Condensed Consolidated Financial Statements for a discussion of the

receivables securitization facilities and the amount outstanding under the Company’s vendor financing and commercial card programs.

Cash Flow Activity

The following table contains selected financial information from Smurfit Westrock’s Condensed Consolidated Statements of Cash

Flows for the three months ended March 31, 2025 and 2024:

	Three months ended March 31,
	($ in millions)
	2025	2024
Net cash provided by operating activities	$235	$42
Net cash used for investing activities	$(476)	$(207)
Net cash provided by financing activities	$151	$—

Net cash provided by operating activities increased by $193 million to $235 million in the three months ended March 31, 2025 from

$42 million in the three months ended March 31, 2024, primarily due to a $627 million increase in net income adjusted for non-cash

items, including depreciation, depletion and amortization, cash surrender value increase in excess of premiums paid, share-based

compensation expense, deferred income tax benefit, and pension and other postretirement funding more than cost. The increase in net

income adjusted for non-cash items was partially offset by the $434 million increase in the cash outflows from changes in operating

assets and liabilities as a result of the Combination and a higher selling price mix. The increase in the cash outflows from changes in

operating assets and liabilities includes the outflows of $39 million resulting from the sale of accounts receivables in connection with

monetization agreements.

Net cash used for investing activities of $476 million in the three months ended March 31, 2025 consisted primarily of capital

expenditures of $477 million. Net cash used for investing activities of $207 million in the three months ended March 31, 2024

consisted primarily of capital expenditures of $208 million.

Net cash provided by financing activities of $151 million in the three months ended March 31, 2025 consisted primarily of cash

inflows from a net increase in debt of $444 million, partially offset by cash dividends paid to shareholders of $225 million, tax paid in

connection with shares withheld from employees of $64 million and debt issuance costs of $5 million. Net cash used for financing

activities of nil in the three months ended March 31, 2024 consisted of cash outflows from purchases of treasury stock of $27 million

offset by cash inflows from a net increase in debt of $27 million.

Contractual Obligations and Commitments

Smurfit Westrock is a party to enforceable and legally binding contractual obligations involving commitments to make payments to

third parties. These obligations impact Smurfit Westrock’s short-term and long-term liquidity and capital resource needs. Certain

contractual obligations are reflected on Smurfit Westrock’s Condensed Consolidated Balance Sheets as of March 31, 2025, while

others are considered future obligations. Smurfit Westrock’s contractual obligations primarily consist of items such as long-term debt,

including current portion, lease obligations, purchase obligations and other obligations.

There have been no material changes to the contractual obligations and commitments disclosed in “Management’s Discussion and

Analysis of Financial Condition and Results of Operations” of the Form 10-K for the fiscal year ended December 31, 2024.

Off-Balance Sheet Arrangements

As of March 31, 2025, Smurfit Westrock did not have any off-balance sheet arrangements.

NON-GAAP FINANCIAL MEASURE

Definitions

Non-GAAP Financial Measure

Smurfit Westrock reports its financial results in accordance with generally accepted accounting principles in the U.S. (“GAAP”).

However, management believes “Adjusted EBITDA”, a non-GAAP financial measure discussed below, provides Smurfit Westrock’s

Board of directors, investors, potential investors, securities analysts and others with additional meaningful financial information that

should be considered when assessing its ongoing performance relative to other periods because it adjusts out non-recurring items that

management believes are not indicative of the ongoing results of the business. Smurfit Westrock management also uses this non-

GAAP financial measure in making financial, operating and planning decisions, and in evaluating company performance. Non-GAAP

financial measures are not intended to be considered in isolation of or as a substitute for, or superior to, financial information prepared

and presented in accordance with GAAP and should be viewed in addition to, and not as an alternative for, the GAAP results. The

non-GAAP financial measure Smurfit Westrock presents may differ from similarly captioned measures presented by other companies.

Adjusted EBITDA

Smurfit Westrock uses the non-GAAP financial measure “Adjusted EBITDA” to evaluate its overall performance. The composition of

Adjusted EBITDA is not addressed or prescribed by GAAP. Smurfit Westrock defines Adjusted EBITDA as net income before

income tax expense, depreciation, depletion and amortization, interest expense, net, pension and other postretirement non-service

income (expense), net, share-based compensation expense, other expense, net, amortization of fair value step up on inventory,

transaction and integration-related expenses associated with the Combination and other specific items that management believes are

not indicative of the ongoing operating results of the business.

Management believes that the most directly comparable GAAP measure to Adjusted EBITDA is “Net income”.

Set forth below is a reconciliation of the non-GAAP financial measure Adjusted EBITDA to Net income, the most directly comparable

GAAP measure, for the periods indicated.

	Three months ended March 31,
	($ in millions)
	2025		2024
Net income	$382		$191
Income tax expense	8		76
Depreciation, depletion and amortization	603		148
Transaction and integration-related expenses associated with the Combination	36		23
Interest expense, net	167		25
Pension and other postretirement non-service (income) expense, net	(9)		10
Share-based compensation expense	43		15
Other expense, net	5		5
Other adjustments	17		(18)
Adjusted EBITDA	$1,252		$475

Other adjustments in the table above include restructuring costs of $15 million and losses at closed facilities of $2 million for the three

months ended March 31, 2025. For the three months ended March 31, 2024, Other adjustments includes a reimbursement of a fine

from the Italian Competition Authority of $18 million.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There have been no material changes during the three months ended March 31, 2025 to Smurfit Westrock’s critical accounting policies

and estimates as identified in Smurfit Westrock’s Annual Report on Form 10-K for the year ended December 31, 2024.

NEW ACCOUNTING STANDARDS

See “Note 1. Description of Business and Summary of Significant Accounting Policies” of the Condensed Consolidated Financial

Statements for a full description of recent accounting pronouncements, including the respective expected dates of adoption and

expected effects on Smurfit Westrock’s results of operations and financial condition.

There have been no material changes in Smurfit Westrock’s exposure to market risk as identified in Smurfit Westrock’s Annual

Report on Form 10-K for the year ended December 31, 2024.

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

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

Report on Form 10-Q. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that

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

communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing

similar functions, as appropriate to allow timely decisions regarding required disclosure. Disclosure controls and procedures are

designed by the Company to ensure that it records, processes, summarizes and reports in a timely manner the information it must

disclose in reports that it files with or submits to the SEC. Anthony Smurfit, President & Group Chief Executive Officer, and Ken

Bowles, Executive Vice President & Group Chief Financial Officer, reviewed and participated in management’s evaluation of the

disclosure controls and procedures.

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

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

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

financial reporting described below.

Previously Reported Material Weakness in Internal Control over Financial Reporting

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

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

timely basis.

As discussed elsewhere in this Quarterly Report on Form 10-Q, on July 5, 2024, we completed the Combination between Smurfit

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

London Stock Exchange and on the Euronext Dublin Market, was not subject to Section 404 of the Sarbanes Oxley Act of 2002

(“SOX”), while WestRock, as a U.S. publicly traded company incorporated in Delaware and listed on the New York Stock Exchange,

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

subsidiaries of Smurfit Westrock.

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

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

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

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

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

prior to the Combination.

This material weakness resulted in:

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

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

accuracy of information produced by the Company.

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

associated risks.

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

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

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

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

authorized and implemented appropriately.

Notwithstanding the identified material weakness, management believes that the Condensed Consolidated Financial Statements and

related financial information included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial

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

Remediation Plan

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

internal control over financial reporting. These remediation measures include a number of ongoing actions which have been prioritized

in a material weakness remediation strategy that aligns to the most impactful controls:

• designing and implementing policies and guidance related to the operation of controls – a number of which have now been

designed and issued for execution;

• developing appropriate controls over the review of manual journal entries – including a phased roll out plan underway for the

implementation of an automated approval workflow for manual journal entries at relevant material locations in addition to a

risk-based interim manual control which has been designed and issued for execution; and

• enhancing and expanding across the organization the general IT processes and controls – with a prioritized focus on logical

access and change management.

In addition, control operators continue to participate in SOX training and live support sessions, with a specific focus on the priority

areas documented in the material weakness remediation strategy.

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

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

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

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

will prevent or avoid potential future deficiencies.

Changes in Internal Control over Financial Reporting

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

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

13a-15(f) and 15d-15(f) under the Exchange Act) during the first quarter ended March 31, 2025 that has materially affected, or is

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The information called for by this item is incorporated herein by reference to Note 15. Commitments and Contingencies of the

Condensed Consolidated Financial Statements (included in Part I, Item 1).

Investing in our ordinary shares involves uncertainty and risk due to a variety of factors, including those described in Part I, Item 1A,

“Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, which could materially adversely affect

our business, financial condition, results of operations (including revenues and profitability) and/or ordinary share price. There have

been no material changes in our risk factors since our Annual Report on Form 10-K for the year ended December 31, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information relating to our repurchase of ordinary shares during the three months ended March 31, 2025:

Period	Total Number of Shares Purchased**(1)**		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs
January 1, 2025 – January 31, 2025	—		$—		—		—
February 1, 2025 – February 28, 2025	217,536		54.65		—		—
March 1, 2025 – March 31, 2025	—		—		—		—
Total	217,536				—

(1) During the three months ended March 31, 2025, 217,536 ordinary shares that would otherwise have been issued to current or former

employees who were beneficiaries of the SKG Employee Trust in connection with the vesting and settlement of equity awards

granted under the legacy Smurfit Kappa 2018 Deferred Bonus Plan were surrendered to the Company on behalf of such employees.

This was done as part of net share settlement to cover applicable taxes, fees and/or duties paid by the Company or its applicable

subsidiary as a consequence of vesting and settlement of such equity awards. The fair market value of ordinary shares that were

surrendered by the SKG Employee Trust to the Company for no consideration was equal to the value of applicable taxes, fees and/or

duties paid by the Company in respect of such taxes, fees and/or duties. These ordinary shares have been subsequently cancelled.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable.

Trading Plan(s)

In the three months ended March 31, 2025, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act)

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

defined in Item 408 of Regulation S-K).

Exhibit Number		Description of Exhibit
3.1		Amended Constitution of Smurfit Westrock plc (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on July 8, 2024).
10.1†		Offer Letter between Smurfit Westrock and Ben Garren, dated June 27, 2024.
10.2†		Form of PSU Award Agreement (Employee) under the Smurfit Westrock plc 2024 Long-Term Incentive Plan.
10.3†		Form of RSU Award Agreement (Employee) under the Smurfit Westrock plc 2024 Long-Term Incentive Plan.
31.1†		Certification of the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2†		Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32†*		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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† Filed or furnished herewith

• The certification furnished in Exhibit 32 hereto is deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed

“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant

specifically incorporates it by reference. Such certification will not be deemed to be incorporated by reference into any filings under

the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant

specifically incorporates it by reference.

** Submitted electronically herewith

SIGNATURES

Under the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the

undersigned thereunto duly authorized.

	Smurfit Westrock plc
Dated: May 9, 2025		/s/ Anthony Smurfit
	Name:	Anthony Smurfit
	Title:	President & Group Chief Executive Officer
		(Principal Executive Officer)

	Smurfit Westrock plc
Dated: May 9, 2025		/s/ Ken Bowles
	Name:	Ken Bowles
	Title:	Executive Vice President and Group Chief Financial Officer
		(Principal Financial Officer)