filings.toolsItem 1. Financial Statements
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Item 1. Financial Statements
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 | 1 | |
| Net cash used for investing activities | (476) | (207) | |
| Financing activities: | |||
| Additions to debt | 295 | 55 | |
| Repayments of debt | (65) | (27) | |
| Debt issuance costs | (5) | — | |
| Changes in commercial paper, net | 246 | — | |
| Other debt repayments, net | (16) | — | |
| Repayments of finance lease liabilities | (16) | (1) | |
| Tax paid in connection with shares withheld from employees | (64) | — | |
| Purchases of treasury stock | — | (27) | |
| Cash dividends paid to shareholders | (225) | — | |
| Other | 1 | — | |
| Net cash provided by financing activities | 151 | — | |
| Effect of exchange rate changes on cash and cash equivalents | 32 | (24) | |
| Decrease in cash and cash equivalents | (58) | (189) | |
| Cash and cash equivalents at beginning of period | 855 | 1,000 | |
| Cash and cash equivalents at end of period | $797 | $811 |
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
Smurfit Westrock plc
Condensed Consolidated Statements of Changes in Equity (Unaudited)
(in millions, except per share data*)*
The following table presents a summary of the changes in equity for the three months ended March 31, 2025:
| Shares of Common Stock | Common Stock | Capital in Excess of Par Value | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Total Shareholders' Equity | Noncontrolling Interest (“NCI”) | Total | |
| Balance at December 31, 2024 | 520 | $1 | $15,948 | $(93) | $2,950 | $(1,446) | $17,360 | $27 | $17,387 |
| Net income | — | — | — | — | 384 | — | 384 | (2) | 382 |
| Other comprehensive income, net of tax | — | — | — | — | — | 367 | 367 | — | 367 |
| Share-based compensation | — | — | 41 | — | — | — | 41 | — | 41 |
| Shares distributed by Smurfit Kappa Employee Trust | — | — | (17) | 17 | — | — | — | — | — |
| Issuance of common stock net of tax paid in connection with shares withheld from employees | 2 | — | 1 | — | (64) | — | (63) | — | (63) |
| Cancellation of deferred shares by Smurfit Kappa Employee Trust | — | — | — | 11 | (11) | — | — | — | — |
| Dividends declared ($0.43 per share)(1) | — | — | 4 | — | (229) | — | (225) | — | (225) |
| Balance at March 31, 2025 | 522 | $1 | $15,977 | $(65) | $3,030 | $(1,079) | $17,864 | $25 | $17,889 |
(1) Includes cash dividends and dividend equivalent units declared on certain unvested share-based payment awards.
The following table presents a summary of the changes in equity for the three months ended March 31, 2024:
| Shares of Common Stock | Common Stock | Capital in Excess of Par Value | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Total Shareholders' Equity | Noncontrolling Interest (“NCI”) | Total | |
| Balance at December 31, 2023**(1)** | 260 | $— | $3,575 | $(91) | $3,521 | $(847) | $6,158 | $16 | $6,174 |
| Net income | — | — | — | — | 191 | — | 191 | — | 191 |
| Other comprehensive loss, net of tax | — | — | — | — | — | (103) | (103) | — | (103) |
| Share-based compensation | — | — | 14 | — | — | — | 14 | — | 14 |
| Shares distributed by Smurfit Kappa Employee Trust | — | — | (25) | 25 | — | — | — | — | — |
| Purchases of treasury stock | — | — | — | (27) | — | — | (27) | — | (27) |
| Issuance of common stock | 1 | — | — | — | — | — | — | — | — |
| Balance at March 31, 2024 | 261 | $— | $3,564 | $(93) | $3,712 | $(950) | $6,233 | $16 | $6,249 |
(1) Pursuant to the Transaction Agreement, on July 5, 2024 each issued ordinary share, par value €0.001 per share, of Smurfit Kappa (a “Smurfit Kappa Share”) was exchanged for
one ordinary share, par value $0.001 per share, of Smurfit Westrock (a “Smurfit Westrock Share”). The exchange of shares is reflected retroactively to the earliest period
presented.
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
Smurfit Westrock plc
Notes to the Condensed Consolidated Financial Statement****s (Unaudited**)**
(in millions, except per share data)
1. Description of Business and Summary of Significant Accounting Policies
1.1. Description of Business
Unless the context otherwise requires, or unless indicated otherwise, “we”, “us”, “our”, “Smurfit Westrock” and “the Company” refer
to the business of Smurfit Westrock plc, its wholly-owned subsidiaries and its partially-owned consolidated subsidiaries.
Smurfit Westrock plc is a company limited by shares that is incorporated in Ireland. We are a multinational provider of sustainable
fiber-based paper and packaging solutions. We partner with our customers to provide differentiated, sustainable paper and packaging
solutions that enhance our customers’ prospects of success in their markets. Our team members support customers around the world
from our operating and business locations in North America, South America, Europe, Asia, Africa, and Australia.
1.2. Basis of Presentation
We derived the Condensed Consolidated Balance Sheet at December 31, 2024 from the audited consolidated financial statements
included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Consolidated Financial
Statements”). In the opinion of management, all normal recurring adjustments necessary for a fair statement of the Condensed
Consolidated Financial Statements have been included for the interim periods reported.
The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting
principles generally accepted in the U.S. (“GAAP”) for interim financial information and with Article 10 of Regulation S-X of the
Securities and Exchange Commission (“SEC”). Accordingly, they omit certain notes and other information from the 2024
Consolidated Financial Statements. Therefore, these Condensed Consolidated Financial Statements should be read in conjunction with
the 2024 Consolidated Financial Statements. The results for the three months ended March 31, 2025 are not necessarily indicative of
results that may be expected for the full year.
The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make
certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Condensed Consolidated
Financial Statements, disclosures about gain contingencies and contingent liabilities and the reported amounts of revenues and
expenses, including income taxes during the reporting period. Such estimates include the fair value of assets acquired and assumed
liabilities in a business combination, determining goodwill and measuring impairment, income taxes and pension and other
postretirement benefits. These estimates and assumptions are based on management’s judgment. Actual results may differ from those
estimates, and the differences could be material.
We base our estimates on the current information available, our experiences and various other assumptions believed to be reasonable
under the circumstances. The process of determining significant estimates is fact specific and takes into account factors such as
historical experience, current and expected economic conditions, product mix, and in some cases, actuarial techniques. We regularly
evaluate these significant factors and make adjustments in the Condensed Consolidated Financial Statements where facts and
circumstances dictate.
Due to rounding, numbers presented throughout this document may not add up precisely to the totals provided and percentages may
not precisely reflect the absolute figures.
Smurfit Westrock plc
Notes to the Condensed Consolidated Financial Statement****s (Unaudited**)**
(in millions, except per share data)
1. Description of Business and Summary of Significant Accounting Policies - continued
1.3. Supplier Finance Program Obligations
We maintain supplier finance programs whereby we have entered into payment processing agreements with certain financial
institutions. These agreements allow participating suppliers to track payment obligations from Smurfit Westrock, and if voluntarily
elected by the supplier, to sell payment obligations from Smurfit Westrock to financial institutions at a discounted price. We are not a
party to the agreements between the participating financial institutions and the suppliers in connection with the program, and we do
not reimburse suppliers for any costs they incur for participation in the program. We have not pledged any assets as security or
provided any guarantees as part of the programs. We have no economic interest in our suppliers’ decisions to participate in the
programs. Our responsibility is limited to making payment in full to the respective financial institution according to the terms
originally negotiated with the supplier, which generally do not exceed 120 days. Smurfit Westrock or the financial institutions may
terminate the agreements upon 30 or 90 days’ notice. These obligations are classified as accounts payable within the Condensed
Consolidated Balance Sheets.
The outstanding payment obligations to financial institutions under these programs were $389 million and $450 million as of
March 31, 2025 and December 31, 2024, respectively.
1.4. Significant Accounting Policies
There have been no changes to the Company’s significant accounting policies as described in “Note 1. Description of Business and
Summary of Significant Accounting Policies” in the 2024 Consolidated Financial Statements.
1.5. New Accounting Standards Recently Adopted
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment
Disclosures.” This ASU requires an entity to disclose incremental segment information, including enhanced disclosures about
significant segment expenses. ASU 2023-07 is effective for the Company’s annual reporting periods beginning after December 15,
2023 and for interim periods beginning after December 15, 2024. Adoption is a fully retrospective method of transition. Early
adoption is permitted. The Company adopted this ASU in the year ended December 31, 2024 by including the required applicable
segment disclosures in the 2024 Consolidated Financial Statements. The required applicable interim segment disclosures are included
in “Note 3. Segment Information”.
1.6. New Accounting Standards Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This
ASU requires the annual financial statements to include consistent categories and greater disaggregation of information in the rate
reconciliation, and income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for the Company’s annual reporting
periods beginning after December 15, 2024. Adoption is either with a prospective method or a fully retrospective method of transition.
Early adoption is permitted. The Company is currently evaluating the effect that adoption of ASU 2023-09 will have on its disclosures
in the consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation
Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”). This ASU requires new financial
statement disclosures disaggregating prescribed expense categories within relevant income statement expense captions. ASU 2024-03
will be effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027.
Companies have the option to apply the guidance either on a retrospective or prospective basis, and early adoption is permitted. The
Company is currently evaluating the impact of this standard on its disclosures in the consolidated financial statements.
Smurfit Westrock plc
Notes to the Condensed Consolidated Financial Statement****s (Unaudited**)**
(in millions, except per share data)
2. Acquisitions
Transaction agreement with WestRock Company
Pursuant to a transaction agreement dated as of September 12, 2023 (the “Transaction Agreement”), among Smurfit Westrock, Smurfit
Kappa Group plc (“Smurfit Kappa”), WestRock Company (“WestRock”) and Sun Merger Sub, LLC (“Merger Sub”) the following
was completed (i) Smurfit Westrock acquired Smurfit Kappa by means of a scheme of arrangement under the Companies Act 2014 of
Ireland (as amended) (the “Smurfit Kappa Share Exchange”) and (ii) Merger Sub merged with and into WestRock, with WestRock
continuing as the surviving entity (the “Merger” and, together with the Smurfit Kappa Share Exchange, the “Combination”). The
Combination closed on July 5, 2024 (the “Closing Date”). The aggregate merger consideration is $13,461 million.
The purchase price allocation for the Merger is preliminary and is subject to revision as additional information about the acquisition-
date fair value of assets and liabilities becomes available. The preliminary allocation of the purchase price with respect to the Merger
is based upon management’s estimates of and assumptions related to the fair values of WestRock assets acquired and liabilities
assumed as of the Closing Date using currently available information. There has been no material change in the preliminary purchase
price allocation to the fair value of the assets acquired and liabilities assumed and related goodwill in the period since the 2024
Consolidated Financial Statements. The Company is still evaluating the fair value of acquired property, plant and equipment,
intangible assets and certain income tax related items in addition to ensuring all other assets and liabilities and contingencies have
been identified and recorded. The Company has reflected the measurement period adjustments to date in the period in which the
adjustments occurred, and will continue to reflect measurement period adjustments, if any, in the period in which the adjustments
occur. The Company will finalize the accounting for the Merger within the measurement period (a period not to exceed 12 months
from the Closing Date).
Unaudited Pro Forma Combined Financial Information
The following unaudited pro forma combined financial information presents the combined results of operations for the three months
ended March 31, 2024, as if the Merger had occurred on January 1, 2023.
| Three months ended | |
| March 31, 2024 | |
| Net sales | $7,664 |
| Net income attributable to common shareholders | 215 |
The unaudited pro forma combined financial information above is based on the historical financial statements of Smurfit Kappa,
WestRock, and Smurfit Westrock, and is not indicative of the results of operations that would have been achieved if the Merger had
occurred on January 1, 2023, nor is it indicative of future results. The unaudited pro forma combined financial information has been
prepared by applying the accounting policies of Smurfit Westrock and includes, where applicable, adjustments for the following
factually supportable items or transactions, directly attributable to the Merger: (i) elimination of intercompany activity; (ii)
incremental depreciation expense from the preliminary fair value adjustments to property, plant and equipment; (iii) amortization
expense from the preliminary fair value adjustments to acquired intangible assets; (iv) incremental stock-based compensation expense
associated with the Merger; (v) interest expense for acquisition financing and the amortization of the fair value adjustment to debt
assumed; (vi) removal of pension and other postretirement amortization expense resulting from the fair value adjustment to acquired
WestRock pension and other post-employment benefit assets and liabilities; (vii) changes to align accounting policies; and (viii)
associated tax-related impacts of adjustments.
Smurfit Westrock plc
Notes to the Condensed Consolidated Financial Statement****s (Unaudited**)**
(in millions, except per share data)
2. Acquisitions - continued
The unaudited pro forma combined financial information also reflects a pro forma adjustment to remove $55 million of non-recurring
transaction-related costs recorded during the three months ended March 31, 2024 of both Smurfit Kappa and Westrock directly
attributable to the Merger and to reflect these in 2023, as if the Merger had occurred on January 1, 2023.
These pro forma adjustments are based on available information as of the date hereof and upon assumptions that the Company
believes are reasonable to reflect the impact of the Merger on the Company’s historical financial information on a supplemental pro
forma basis. Adjustments do not include costs related to integration activities, cost savings or synergies that have been or may be
achieved by the combined business.
For more details related to the transaction with Westrock, refer to “Note 2. Acquisitions” of the 2024 Consolidated Financial
Statements.
3. Segment Information
We report our financial results of operations in the following three reportable segments:
i.North America, which includes operations in the U.S., Canada and Mexico.
ii.Europe, the Middle East and Africa (“MEA”) and Asia-Pacific (“APAC”).
iii.Latin America (“LATAM”), which includes operations in Central America and Caribbean, Argentina, Brazil, Chile, Colombia,
Ecuador and Peru.
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 chief operating decision maker (“CODM”) uses Adjusted EBITDA for each segment predominantly: to forecast and assess the
performance of the segments, individually and comparatively; to set pricing strategies for the segments; and to make decisions about
the allocation of operating and capital resources to each segment strategically, in the annual budget and in the quarterly forecasting
process. The CODM considers budget, or forecast, -to-actual variances on a quarterly and annual basis for segment Adjusted EBITDA
to inform these decisions.
Significant segment expenses are segment cost of sales and segment selling, general and administrative expenses. Segment cost of
sales primarily include raw materials, direct labor and plant overhead costs. Segment selling, general and administrative expenses
primarily include compensation and benefits, external professional fees and other operating costs. Both segment cost of sales and
segment selling, general and administrative expenses exclude certain adjustments that management believes are not indicative of the
operating results of the business.
Smurfit Westrock plc
Notes to the Condensed Consolidated Financial Statement****s (Unaudited**)**
(in millions, except per share data)
3. Segment Information - continued
The following tables show selected financial data for our segments.
| Three months ended March 31, 2025 | North America | Europe, MEA and APAC | LATAM | Total | |||
| Net sales (unaffiliated customers) | $4,578 | $2,576 | $502 | $7,656 | |||
| Add net sales (intersegment) | 91 | 6 | 11 | 108 | |||
| Net sales (aggregate) | $4,669 | $2,582 | $513 | $7,764 | |||
| Less segment expenses: | |||||||
| Segment cost of goods sold | $(3,387) | $(1,902) | $(347) | ||||
| Segment selling, general and administrative expenses | (497) | (291) | (51) | ||||
| $(3,884) | $(2,193) | $(398) | $(6,475) | ||||
| Segment Adjusted EBITDA | $785 | $389 | $115 | $1,289 | |||
| Unallocated corporate costs | (37) | ||||||
| Depreciation, depletion and amortization | (603) | ||||||
| Transaction and integration-related expenses associated with the Combination | (36) | ||||||
| Interest expense, net | (167) | ||||||
| Pension and other postretirement non-service income, net | 9 | ||||||
| Share-based compensation expense | (43) | ||||||
| Other expense, net | (5) | ||||||
| Other adjustments | (17) | ||||||
| Income before income taxes | $390 |
Other adjustments in the table above include restructuring costs of $15 million and losses at closed facilities of $2 million.
Smurfit Westrock plc
Notes to the Condensed Consolidated Financial Statement****s (Unaudited**)**
(in millions, except per share data)
3. Segment Information - continued
| Three months ended March 31, 2024 | North America | Europe, MEA and APAC | LATAM | Total | |||
| Net sales (unaffiliated customers) | $412 | $2,190 | $328 | $2,930 | |||
| Add net sales (intersegment) | — | 4 | 13 | 17 | |||
| Net sales (aggregate) | $412 | $2,194 | $341 | $2,947 | |||
| Less segment expenses: | |||||||
| Segment cost of goods sold | $(304) | $(1,548) | $(256) | ||||
| Segment selling, general and administrative expenses | (49) | (261) | (31) | ||||
| $(353) | $(1,809) | $(287) | $(2,449) | ||||
| Segment Adjusted EBITDA | $59 | $385 | $54 | $498 | |||
| Unallocated corporate costs | (23) | ||||||
| Depreciation, depletion and amortization | (148) | ||||||
| Transaction and integration-related expenses associated with the Combination | (23) | ||||||
| Interest expense, net | (25) | ||||||
| Pension and other postretirement non-service expense, net | (10) | ||||||
| Share-based compensation expense | (15) | ||||||
| Other expense, net | (5) | ||||||
| Other adjustments | 18 | ||||||
| Income before income taxes | $267 |
Other adjustments in the table above includes a reimbursement of a fine from the Italian Competition Authority of $18 million.
| Three months ended March 31, | |||
| 2025 | 2024 | ||
| Capital expenditures: | |||
| North America | $293 | $29 | |
| Europe, MEA and APAC | 139 | 126 | |
| LATAM | 38 | 45 | |
| Total reportable segments | $470 | $200 | |
| Corporate | 7 | 8 | |
| Total capital expenditures | $477 | $208 |
Smurfit Westrock plc
Notes to the Condensed Consolidated Financial Statement****s (Unaudited**)**
(in millions, except per share data)
3. Segment Information - continued
Total assets by segment were:
| March 31, | December 31, | ||
| 2025 | 2024 | ||
| Assets: | |||
| North America | $29,150 | $29,078 | |
| Europe, MEA and APAC | 11,389 | 10,723 | |
| LATAM | 3,368 | 3,180 | |
| Total reportable segments | $43,907 | $42,981 | |
| Corporate(1) | 742 | 778 | |
| Total assets | $44,649 | $43,759 |
(1) Corporate assets are composed primarily of Property, plant and equipment, net, Deferred tax assets, Recoverable or refundable
income taxes and Cash and cash equivalents.
4. Revenue Recognition
Disaggregated Revenue
ASC 606, “Revenue from Contracts with Customers”, requires that we disaggregate revenue from contracts with customers into
categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.
The following tables summarize our disaggregated revenue with unaffiliated customers by product type and segment for the three
months ended March 31, 2025 and 2024. Net sales are attributed to segments based on the location of production.
| Three months ended March 31, 2025 | |||||||
| North America | Europe, MEA and APAC | LATAM | Total | ||||
| Revenue by product: | |||||||
| Paper | $1,126 | $410 | $46 | $1,582 | |||
| Packaging | 3,452 | 2,166 | 456 | 6,074 | |||
| Total | $4,578 | $2,576 | $502 | $7,656 |
| Three months ended March 31, 2024 | |||||||
| North America | Europe, MEA and APAC | LATAM | Total | ||||
| Revenue by product: | |||||||
| Paper | $27 | $334 | $16 | $377 | |||
| Packaging | 385 | 1,856 | 312 | 2,553 | |||
| Total | $412 | $2,190 | $328 | $2,930 |
Packaging revenue is derived mainly from the sale of corrugated and consumer packaging products. The remainder of packaging
revenue is composed of bag-in-box, packaging solutions and other paper-based packaging products.
Smurfit Westrock plc
Notes to the Condensed Consolidated Financial Statement****s (Unaudited**)**
(in millions, except per share data)
4. Revenue Recognition - continued
Revenue Contract Balances
Contract assets relate to the manufacture of certain products that have no alternative use to us, with right to payment for performance
completed to date on these products, including a reasonable profit. Contract assets are reduced when the customer takes title to the
goods and assumes the risks and rewards for the goods. Contract liabilities represent obligations to transfer goods or services to a
customer for which we have received consideration and are reduced once control of the goods is transferred to the customer.
Contract assets and contract liabilities are reported within “Other current assets” and “Other current liabilities”, respectively, on the
Condensed Consolidated Balance Sheets.
| Contract Assets (Short-Term) | Contract Liabilities (Short-Term) | ||
| Beginning balance - January 1, 2025 | $197 | $5 | |
| Decrease | (2) | (1) | |
| Ending balance - March 31, 2025 | $195 | $4 |
5. Transaction and Integration-related Costs Associated with the Combination
The following table summarizes the transaction and integration costs associated with the Combination:
| Three months ended March 31, | |||
| 2025 | 2024 | ||
| Transaction-related costs associated with the Combination | $(2) | $(23) | |
| Integration-related costs associated with the Combination | (34) | — | |
| Total transaction and integration-related costs associated with the Combination | $(36) | $(23) |
Transaction-related Costs Associated with the Combination
Transaction-related costs associated with the Combination comprise of banking and financing related costs as well as legal and other
professional services which are directly attributable to the Combination and retention payments that are contractually committed to
and associated with the successful completion of the Combination.
Integration-related Costs Associated with the Combination
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. We consider
transaction and integration costs to be corporate costs regardless of the segment or segments involved in the transaction.
6. Accounts Receivable, net
Accounts receivable consists of the following:
| March 31, | December 31, | ||
| 2025 | 2024 | ||
| Gross accounts receivable | $4,761 | $4,339 | |
| Less: Allowances | (213) | (222) | |
| Accounts receivable, net | $4,548 | $4,117 |
Allowances include the reserves for allowance for estimated credit impairment losses, returns, early settlement discounts and rebates
(where netting requirements are met).
Smurfit Westrock plc
Notes to the Condensed Consolidated Financial Statement****s (Unaudited**)**
(in millions, except per share data)
7. Inventories
Inventories are as follows:
| March 31, | December 31, | ||
| 2025 | 2024 | ||
| Finished goods | $1,403 | $1,374 | |
| Work-in-progress | 210 | 206 | |
| Raw materials | 1,353 | 1,288 | |
| Consumables and spare parts | 704 | 682 | |
| Inventories | $3,670 | $3,550 |
8. Property, Plant and Equipment, net
Property, plant and equipment consists of the following:
| March 31, | December 31, | ||
| 2025 | 2024 | ||
| Land and buildings | $5,486 | $5,337 | |
| Plant and equipment | 22,960 | 22,306 | |
| Construction in progress | 1,621 | 1,517 | |
| Finance lease right-of-use assets | 432 | 419 | |
| Property, plant and equipment at cost, excluding forestlands | 30,499 | 29,579 | |
| Less: Accumulated depreciation and amortization | (7,977) | (7,155) | |
| Property, plant and equipment, net, excluding forestlands | $22,522 | $22,424 | |
| Forestlands, net of depletion | 270 | 251 | |
| Property, plant and equipment, net | $22,792 | $22,675 |
Depreciation, depletion and amortization expense for the three months ended March 31, 2025 and 2024 was $569 million and $136
million, respectively and is recognized within “Cost of goods sold” and “Selling, general and administrative expenses” in the
Condensed Consolidated Statements of Operations.
Non-cash additions to property, plant and equipment included within accounts payable were $277 million and $384 million at
March 31, 2025 and at December 31 2024, respectively.
9. Interest
The components of interest expense, net are as follows:
| Three months ended March 31, | |||
| 2025 | 2024 | ||
| Interest expense | $(195) | $(37) | |
| Interest income | 28 | 12 | |
| Interest expense, net | $(167) | $(25) |
Total cash paid for interest, net of interest received was $133 million and $30 million for the three months ended March 31, 2025 and
2024, respectively. Of this, capitalized interest paid was $7 million and $1 million for the three months ended March 31, 2025 and
2024, respectively.
Smurfit Westrock plc
Notes to the Condensed Consolidated Financial Statement****s (Unaudited**)**
(in millions, except per share data)
10. Fair Value Measurement
The carrying values, net of deferred debt issuance costs, and estimated fair values of debt with fixed interest rates (classified as Level
2 in the fair value hierarchy) were as follows:
| March 31, 2025 | December 31, 2024 | ||||||
| Book Value | Fair Value | Book Value | Fair Value | ||||
| Debt with fixed interest rates | $11,498 | $11,410 | $11,370 | $11,289 |
The fair value of the Company's debt with fixed interest rates is based on quoted market prices. With the exception of debt with fixed
interest rates, the carrying amounts of all other debt instruments approximate their fair values. The variable nature and repricing dates
of the receivables securitization facilities and the revolving credit facility result in their carrying values approximating their fair
values. Both the revolving credit facility and the receivables securitization facilities are classified as Level 2 in the fair value
hierarchy.
Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis
The Company measures and records certain assets and liabilities, including derivative instruments at fair value. The following table
summarizes the fair value of these instruments, which are measured at fair value on a recurring basis, by level, within the fair value
hierarchy:
| Level 1 | Level 2 | ||||||
| March 31, | December 31, | March 31, | December 31, | ||||
| 2025 | 2024 | 2025 | 2024 | ||||
| Assets | |||||||
| Other Investments: | |||||||
| Listed | $2 | $2 | $— | $— | |||
| Unlisted | — | — | 10 | 10 | |||
| Derivatives in cash flow hedging relationships | — | — | 3 | 3 | |||
| Derivatives not designated as hedging instruments | — | — | 38 | 11 | |||
| Assets measured at fair value | $2 | $2 | $51 | $24 | |||
| Liabilities | |||||||
| Derivatives in cash flow hedging relationships | $— | $— | $4 | $1 | |||
| Derivatives not designated as hedging instruments | — | — | 1 | 13 | |||
| Liabilities measured at fair value | $— | $— | $5 | $14 |
There were no assets or liabilities, which are measured at fair value on a recurring basis, classified as Level 3 in the fair value
hierarchy for the periods presented.
The fair value of listed financial assets is determined by reference to their bid price at the reporting date. Unlisted financial assets are
valued using recognized valuation techniques for the underlying security including discounted cash flows and similar unlisted equity
valuation models.
The fair value of foreign currency forwards, cross currency swaps and energy hedging contracts is based on their listed market price, if
available. If a listed market price is not available, then fair value is estimated by discounting the difference between the contractual
forward price and the current forward price for the residual maturity of the contract using a risk-free interest rate (based on
government bonds).
The fair value of natural gas commodity derivatives is estimated based on observable inputs such as commodity future prices.
Smurfit Westrock plc
Notes to the Condensed Consolidated Financial Statement****s (Unaudited**)**
(in millions, except per share data)
10. Fair Value Measurement - continued
We have financial instruments related to supplemental retirement savings plans ("Supplemental Plans") that are recognized at fair
value. These Supplemental Plans are nonqualified deferred compensation plans where participants’ accounts are credited with
investment gains and losses in accordance with their investment election or elections. The investment alternatives under the
Supplemental Plans are generally similar to investment alternatives available under 401(k) plans. Assets and liabilities held in respect
of these Supplemental Plans were carried at $190 million and $163 million, respectively, as of March 31, 2025 (December 31, 2024:
$185 million and $168 million, respectively).
Assets and Liabilities Measured and Recorded at Fair Value on a Non-recurring Basis
In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company records certain assets and liabilities
at fair value on a non-recurring basis. This includes assets acquired and liabilities assumed as a result of business combinations or non-
monetary exchanges, situations where events or changes in circumstances indicate the carrying value may not be recoverable, or when
they are deemed to be other than temporarily impaired. These assets include property, plant, and equipment, goodwill and other
intangible assets, assets and disposal groups held for sale and other non-current assets. The fair values of these assets are determined,
when applicable, based on valuation techniques using the best information available, and may include quoted market prices,
observable price for similar assets, market comparables, and discounted cash flow projections. These non-recurring fair value
measurements are considered to be Level 3 in the fair value hierarchy.
For more details on the measurement of assets acquired and liabilities assumed as part of business combinations affecting the period
balances, refer to “Note 2. Acquisitions”
Accounts Receivable Monetization Agreeme****nts
The following table presents a summary of the accounts receivable monetization agreements for the three months ended March 31,
2025:
| Receivable from financial institutions at December 31, 2024 | $— |
| Receivables sold to the financial institutions and derecognized | (657) |
| Receivables collected by financial institutions | 696 |
| Cash payments to financial institutions | (39) |
| Receivable from financial institutions at March 31, 2025 | $— |
Receivables sold under these accounts receivable monetization agreements as of the balance sheet date were approximately $686
million.
Cash proceeds or payments related to the receivables sold are included in “Net cash provided by operating activities” in the Condensed
Consolidated Statements of Cash Flows in the “Accounts receivable” line item. The expense related to the sale of receivables was $10
million for the three months ended March 31, 2025. The expense recorded may vary depending on current rates and levels of
receivables sold and is recorded in “Other expense, net” in the Condensed Consolidated Statements of Operations. Although the sales
are made without recourse, we maintain continuing involvement with the receivables sold as we provide collections services related to
the transferred assets. The associated servicing liability is not material given the high credit quality of the customers underlying the
receivables and the anticipated short collection period.
Smurfit Westrock plc
Notes to the Condensed Consolidated Financial Statement****s (Unaudited**)**
(in millions, except per share data)
11. Debt
The following were individual components of debt:
| March 31, | December 31, | ||
| 2025 | 2024 | ||
| $292 million senior debentures due 2025 | $292 | $292 | |
| $500 million senior notes due 2027 | 481 | 479 | |
| $700 million receivables securitization due 2027 | 550 | 435 | |
| €750 million senior notes due 2027 | 812 | 781 | |
| $500 million senior notes due 2028 | 482 | 481 | |
| $600 million senior notes due 2028 | 581 | 580 | |
| €230 million receivables securitization variable funding notes due 2029 | 162 | 5 | |
| €500 million senior green notes due 2029 | 541 | 520 | |
| $750 million senior notes due 2029 | 749 | 749 | |
| $400 million senior notes due 2030 | 452 | 454 | |
| $750 million senior green notes due 2030 | 749 | 749 | |
| $300 million senior notes due 2031 | 339 | 339 | |
| $76 million senior notes due 2032 | 81 | 82 | |
| $500 million senior notes due 2032 | 473 | 473 | |
| €600 million senior green notes due 2032 | 650 | 624 | |
| €500 million senior green notes due 2033 | 541 | 519 | |
| $600 million senior notes due 2033 | 516 | 514 | |
| $1,000 million senior green notes due 2034 | 1,000 | 1,000 | |
| $850 million senior green notes due 2035 | 850 | 850 | |
| €600 million senior green notes due 2036 | 650 | 624 | |
| $3 million senior notes due 2037 | 3 | 3 | |
| $150 million senior notes due 2047 | 175 | 175 | |
| $1,000 million senior green notes due 2054 | 1,000 | 1,000 | |
| Commercial paper | 793 | 546 | |
| Vendor financing and commercial card programs | 105 | 116 | |
| Term loan facilities | 600 | 600 | |
| Bank loans | 106 | 120 | |
| Finance lease obligations | 541 | 539 | |
| Bank overdrafts | 7 | 9 | |
| Total debt, excluding debt issuance costs | 14,281 | 13,658 | |
| Debt issuance costs | (62) | (63) | |
| Total debt | 14,219 | 13,595 | |
| Less: Current portion of debt | (1,300) | (1,053) | |
| Non-current debt due after one year | $12,919 | $12,542 |
For the terms attached to the senior notes, the revolving credit facility, the term loans and the commercial paper programs, refer to the
narrative included in “Note 14. Debt” of the 2024 Consolidated Financial Statements. The carrying amount of borrowings which are
designated as net investment hedges, as outlined therein, has not changed materially and no ineffectiveness was recognized in the
period.
At March 31, 2025, all of our debt was unsecured with the exception of our receivables securitization facilities and finance lease
obligations.
Smurfit Westrock plc
Notes to the Condensed Consolidated Financial Statement****s (Unaudited**)**
(in millions, except per share data)
11. Debt - continued
S****enior Notes Issued and Redeemed
There were no significant transactions during the period in relation to the senior notes. Certain notes were subject to an exchange offer
filed past the period end. For further details, refer to "Note 18. Subsequent Events".
Receivables Securitization Facilities
We have three trade receivables securitization programs. The first program has a facility size of €100 million and is scheduled to
mature in December 2029. The second program has a facility size of €230 million and is scheduled to mature in December 2029. The
third program has a facility size of $700 million and is due to mature in June 2027. For the terms attached to these programs, refer to
the narrative included in “Note 14. Debt” of the 2024 Consolidated Financial Statements.
As of March 31, 2025, the gross amount of receivables collateralizing the €100 million 2029 trade receivables securitization program
was €312 million (December 31, 2024: €318 million). As of March 31, 2025, maximum available borrowings, excluding amounts
outstanding under this facility, were $108 million (December 31, 2024: $104 million).
As of March 31, 2025, the gross amount of receivables collateralizing the €230 million 2029 trade receivables securitization program
was €435 million (December 31, 2024: €421 million). As of March 31, 2025 maximum available borrowings, excluding amounts
outstanding under this facility, were $87 million (December 31, 2024: $234 million).
As of March 31, 2025, the gross amount of receivables collateralizing the maximum available borrowings of the $700 million 2027
program was $1,079 million (December 31, 2024: $1,077 million). As of March 31, 2025, maximum available borrowings were $688
million (December 31, 2024: $676 million). As of March 31, 2025, amounts available for borrowing under this facility (excluding
amounts utilized), were $138 million (December 31, 2024: $241 million).
We have continuing involvement with the underlying receivables as we provide credit and collection services pursuant to the
underlying agreement.
12. Income Taxes
The effective tax rate for the three months ended March 31, 2025 was 2.1%. The effective tax rate was primarily impacted by the tax
benefit associated with the resolution of $72 million of unrecognized tax benefits (due to the lapse of the statute of limitations), along
with the release of $24 million of accrued interest and penalties associated with the unrecognized tax benefits. The effective tax rate
was further impacted by the geographical mix of where earnings are generated and certain non-deductible expenses.
The effective tax rate for the three months ended March 31, 2024 was 28.5%. The effective tax rate was impacted by the geographical
mix of where earnings are generated, as well as certain non-taxable earnings and non-deductible expenses.
During the three months ended March 31, 2025 and March 31, 2024, cash paid for income taxes, net of refunds, was $107 million and
$18 million, respectively.
Smurfit Westrock plc
Notes to the Condensed Consolidated Financial Statement****s (Unaudited**)**
(in millions, except per share data)
13. Retirement Plans
The net periodic benefit cost recognized in the Condensed Consolidated Statements of Operations is composed of the following:
| Defined Benefit Pension Plans | |||||||
| U.S. Plans | Non-U.S. Plans | ||||||
| Three months ended March 31, | Three months ended March 31, | ||||||
| 2025 | 2024 | 2025 | 2024 | ||||
| Service cost | $5 | $— | $9 | $6 | |||
| Interest cost | 52 | 1 | 34 | 22 | |||
| Expected return on assets | (68) | (1) | (35) | (22) | |||
| Amortization of: | |||||||
| Net actuarial loss | — | — | 8 | 10 | |||
| Prior service credit | — | — | (1) | — | |||
| Net periodic benefit (income) cost | $(11) | $— | $15 | $16 |
| Other Postretirement Benefit Plans | |||
| Three months ended March 31, | |||
| 2025 | 2024 | ||
| Service cost | $1 | $1 | |
| Interest cost | 1 | — | |
| Net periodic benefit cost | $2 | $1 |
Service cost is included within “Cost of goods sold” and “Selling, general and administrative expenses” while all other components
are recorded within “Pension and other postretirement non-service income (expense), net”.
Pension Plan Contributions and Benefit Payments
Established funding standards govern the funding requirements for our qualified and approved pension plans in various jurisdictions.
We fund the benefit payments of our non-qualified or unfunded plans as benefit payments come due.
The Company’s contributions to the plans were as follows:
| Three months ended March 31, | |||
| 2025 | 2024 | ||
| Defined Benefit Pension Plans Contributions | $26 | $24 | |
| Other Postretirement Benefit Plans Contributions | 3 | 1 |
Multiemployer Plans
As a result of the acquisition of WestRock, we participate in several multiemployer pension plans (“MEPP” or “MEPPs”) that provide
retirement benefits to certain union employees in accordance with various collective bargaining agreements and WestRock has
participated in other MEPPs in the past. The multiemployer plan expense was immaterial for the three months ended March 31, 2025.
In the normal course of business, we evaluate our potential exposure to MEPPs, including potential withdrawal liabilities.
At March 31, 2025, we had recorded withdrawal liabilities of $130 million (December 31, 2024: $131 million).
Smurfit Westrock plc
Notes to Condensed Consolidated Financial Statements
(in millions, except per share data)
14. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share:
| Three months ended March 31, | |||
| 2025 | 2024 | ||
| Numerator: | |||
| Net income attributable to common shareholders | $384 | $191 | |
| Denominator: | |||
| Basic weighted average shares outstanding | 521 | 259 | |
| Effect of dilutive share options | 5 | 1 | |
| Diluted weighted average shares outstanding | 526 | 260 | |
| Basic earnings per share attributable to common shareholders | $0.74 | $0.74 | |
| Diluted earnings per share attributable to common shareholders | $0.73 | $0.73 |
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume
conversion of all dilutive potential ordinary shares. These comprise of restricted stock units, performance stock units and performance
shares issued under the Company’s long-term incentive plans.
For the three months ended March 31, 2025, and 2024, respectively, there were no material weighted average share-based
compensation awards excluded from the diluted earnings per share computation because the effect would have been antidilutive.
15. Commitments and Contingencies
Brazil Tax Liability
Our subsidiary, WestRock, is challenging claims by the Brazil Federal Revenue Department that we underpaid taxes as a result of
amortization of goodwill generated by the 2002 merger of two of its Brazilian subsidiaries. The matter has proceeded through the
Brazil Administrative Council of Tax Appeals (“CARF”) principally in two proceedings, covering tax years 2003 to 2008 and 2009 to
- WestRock was assessed additional taxes, penalties, and interest in both CARF proceedings. In the proceeding for the tax years
2003 to 2008, WestRock was also assessed penalties and interest for fraud, but WestRock won the fraud claim in the proceeding for
the tax years 2009 to 2012. WestRock subsequently filed two lawsuits in Brazilian federal courts seeking annulment of the adverse
CARF decisions. In February 2025, the federal court adjudicating the WestRock challenge to CARF's decision against WestRock for
the 2003 and 2008 period issued a ruling in favor of WestRock nullifying the financial assessments in that case. The decision of the
federal court was appealed by the tax authorities.
We assert that we have no liability in these matters. The total amount in dispute in the two cases before CARF and in the annulment
actions relating to the claimed tax deficiency was R$761 million ($132 million) as of March 31, 2025, including various penalties and
interest. Resolution of the tax positions could have a material adverse effect on our cash flows and results of operations or materially
benefit our results of operations in future periods depending upon their ultimate resolution.
Smurfit Westrock plc
Notes to the Condensed Consolidated Financial Statement****s (Unaudited**)**
(in millions, except per share data)
15. Commitments and Contingencies**- continued**
Asbestos-Related Litigation
We have been named as a defendant in asbestos-related personal injury litigation, primarily in relation to the historical operations of
certain companies that have been acquired by the Company. To date, the costs resulting from the litigation, including settlement costs,
have not been significant. We accrue for the estimated value of pending claims and litigation costs using historical claims information,
as well as the estimated value of future claims based on our historical claims experience. As of March 31, 2025, there were
approximately 690 such lawsuits. We believe that we have substantial insurance coverage, subject to applicable deductibles and policy
limits, with respect to asbestos claims. We also believe we have valid defenses to these asbestos-related personal injury claims and
intend to continue to contest these matters vigorously. Should the Company’s litigation profile change substantially, or if there are
adverse developments in applicable law, it is possible that the Company could incur significantly more costs resolving these cases. We
record asbestos-related insurance recoveries that are deemed probable. In assessing the probability of insurance recovery, we make
judgments concerning insurance coverage that we believe are reasonable and consistent with our historical dealings and our
knowledge of any pertinent solvency issues surrounding the insurers. The Company currently does not expect the resolution of
pending asbestos litigation and proceedings to have a material adverse effect on the Company’s results of operations, financial
condition or cash flows. As of March 31, 2025, the Company had estimated liabilities in respect of these matters of $69 million and
estimated insurance recoveries of $45 million.
Italian Competition Authority Investigation
In August 2019, the Italian Competition Authority (the “AGCM”) notified approximately 30 companies, of which Smurfit Kappa
Italia, a subsidiary of Smurfit Westrock, was one, that an investigation had found the companies to have engaged in anti-competitive
practices, in relation to which the AGCM levied a fine of approximately $138 million on Smurfit Kappa Italia, which was paid in
In October 2019, Smurfit Kappa Italia appealed the AGCM’s decision to the First Administrative Court of Appeal (TAR Lazio),
however Smurfit Kappa Italia was later notified that this appeal had been unsuccessful. In September 2021, Smurfit Kappa Italia filed
a further appeal to the Council of State which published its ruling in February 2023. While some grounds of appeal were dismissed,
the Council of State upheld Smurfit Kappa Italia’s arguments regarding the quantification of the fine. As a result, the AGCM was
directed to recalculate Smurfit Kappa Italia’s fine. On March 7, 2024, the AGCM notified Smurfit Kappa Italia that its fine had been
reduced by approximately $18 million. Smurfit Kappa Italia has appealed the amount of this reduction and a decision on that appeal is
expected later in 2025.
Separate to these proceedings regarding the fine, in May 2023, Smurfit Kappa Italia filed an application with the Council of State for
revocation of the February 2023 ruling to the extent that it failed to consider certain pleas that had been raised by Smurfit Kappa Italia
on appeal. One such plea is to be (re-)assessed by the Council of State, which, if successful, could determine the partial annulment of
the August 2019 AGCM decision, although this would not impact the size of the fine levied on Smurfit Kappa Italia. A decision is
expected later in 2025.
After publication of the AGCM’s August 2019 decision, a number of purchasers of corrugated sheets and boxes initiated litigation
proceedings against Smurfit Kappa companies, alleging that they were harmed by the alleged anti-competitive practices and seeking
damages. In addition, other parties have threatened litigation against Smurfit Westrock seeking damages (either specified or
unspecified). The Company believes it has significant defenses to the damages claims and intends to vigorously defend the current and
any future litigation.
Smurfit Westrock plc
Notes to the Condensed Consolidated Financial Statement****s (Unaudited**)**
(in millions, except per share data)
15. Commitments and Contingencies - continued
International Arbitration Against Venezuela
Smurfit Kappa, which is now a subsidiary of Smurfit Westrock, announced in 2018 that due to the Government of Venezuela’s
measures, Smurfit Kappa no longer exercised control over the business of Smurfit Kappa Carton de Venezuela. Smurfit Kappa’s
Venezuelan operations were therefore deconsolidated in the third quarter of 2018. Later that year, Smurfit Kappa’s wholly owned
subsidiary, Smurfit Holdings BV, filed an international arbitration claim against the Bolivarian Republic of Venezuela before the
World Bank’s International Center for Settlement of Investment Disputes (“ICSID”) seeking compensation for Venezuela’s unlawful
seizure of its Venezuelan business as well as for other arbitrary, inconsistent and disproportionate State measures that destroyed the
value of its investments in Venezuela. Following the exchange of written submissions, an oral hearing was held in September 2022 in
Paris.
On August 28, 2024, upon the completion of its deliberations, the arbitral tribunal issued an award granting Smurfit Holdings BV,
then a wholly owned subsidiary of Smurfit Westrock, compensation in excess of $469 million, plus legal costs of $5 million, plus
interest from May 31, 2024, until the date of payment (the “Award”). In September 2024 Smurfit Holdings BV initiated proceedings
against the Bolivarian Republic of Venezuela to enforce the Award. In December 2024, the Bolivarian Republic of Venezuela applied
to ICSID to annul the Award. An Annulment Committee has since been formed by ICSID to decide on this application.
Other Litigation
We are a defendant in a number of other lawsuits and claims arising out of the conduct of our business. While the ultimate results of
such suits or other proceedings against us cannot be predicted as of the date of this Quarterly Report on Form 10-Q, we believe the
resolution of these other matters will not have a material adverse effect on our results of operations, financial condition or cash flows.
16. Variable Interest Entities
Trade Receivables Securitization Arrangements
The Company is a party to arrangements involving securitization of its trade receivables. The arrangements required the establishment
of certain special purpose entities namely Smurfit Kappa International Receivables DAC, Smurfit Kappa Receivables plc and Smurfit
Kappa European Packaging DAC (a subsidiary of Smurfit Kappa Receivables plc). The sole purpose of the securitization entities is the
raising of finance for the Company using the receivables generated by certain operating entities, as collateral. All entities are
considered to be Variable Interest Entities (“VIEs”).
The Company is the primary beneficiary of Smurfit Kappa International Receivables DAC, Smurfit Kappa European Packaging DAC
and Smurfit Kappa Receivables plc, through various financing arrangements and due to the fact that it is responsible for the entities’
most significant economic activities.
The carrying values of the restricted asset and limited recourse liability as of March 31, 2025 ($809 million and $162 million,
respectively) and as of December 31, 2024 ($765 million and $5 million, respectively) approximate their fair values due to the short-
term nature of the securitized assets and the floating rates of the liabilities.
Timber Note Receivable Securitization Arrangement
The Company is also a party to an arrangement involving securitization of its note receivable. Pursuant to the sale of forestlands in
2007, a special purpose entity (“SPE”) namely MeadWestvaco Timber Notes Holding, LLC (“MWV TN”) received an installment
note receivable in the amount of $398 million (“Timber Note”). Using this installment note as collateral, the SPE received proceeds
under secured financing agreements, which is recorded as a non-recourse liability.
Smurfit Westrock plc
Notes to the Condensed Consolidated Financial Statement****s (Unaudited**)**
(in millions, except per share data)
16. Variable Interest Entities - continued
Timber Note Receivable Securitization Arrangement - continued
Using the Timber Note as collateral, MWV TN received $338 million in proceeds under a secured financing agreement with a bank.
Under the terms of the agreement, the liability from this transaction is non-recourse to the Company and is payable from the Timber
Note proceeds upon its maturity in October 2027. As a result, the Timber Note is not available to satisfy any obligations of the
Company. MWV TN can elect to prepay at any time the liability in whole or in part, however, given that the Timber Note is not
prepayable, MWV TN expects to repay the liability at maturity from the Timber Note proceeds.
The Company is the primary beneficiary of MWV TN through various financing arrangements and due to the fact that it is responsible
for the entity’s most significant economic activities. This entity is considered to be a VIE.
The carrying values of the restricted asset and non-recourse liability as of March 31, 2025 ($388 million and $333 million,
respectively) and as of December 31, 2024 ($387 million and $333 million, respectively) approximate their fair values due to their
floating rates. The fair values of the restricted assets and non-recourse liabilities are classified as level 2 within the fair value
hierarchy.
Green Power Solutions
Green Power Solutions of Georgia, LLC (“GPS”) is a joint venture providing steam to the Company and electricity to a third party
client. The Company owns a 48% interest in GPS and the majority of the debt issued through the entity SP Fiber Holdings Inc. (“SP
Fiber”), a 100% owned subsidiary. Based on the commercial and financial relationships in force between SP Fiber and GPS, it has
been determined that the SP Fiber has a controlling financial interest in and is the primary beneficiary of GPS. The vehicle held
unrestricted cash of $2 million and $2 million as of March 31, 2025 and December 31, 2024, respectively.
The carrying amounts of the assets and liabilities of VIEs reported within the Condensed Consolidated Balance Sheets are set out in
the following table:
| March 31, | December 31, | ||
| 2025 | 2024 | ||
| Assets | |||
| Current assets: | |||
| Cash and cash equivalents | $7 | $2 | |
| Accounts receivable | 806 | 767 | |
| Non-current assets: | |||
| Property, plant and equipment, net | 59 | 60 | |
| Other non-current assets | 390 | 389 | |
| Total assets | $1,262 | $1,218 | |
| Liabilities | |||
| Current liabilities: | |||
| Accounts payable | $5 | $6 | |
| Current portion of debt | — | 2 | |
| Other current liabilities | 2 | 2 | |
| Non-current liabilities: | |||
| Non-current debt due after one year | 165 | 8 | |
| Other non-current liabilities | 335 | 335 | |
| Total liabilities | $507 | $353 |
Smurfit Westrock plc
Notes to the Condensed Consolidated Financial Statement****s (Unaudited**)**
(in millions, except per share data)
17. Accumulated Other Comprehensive Loss
The tables below summarize the changes in accumulated other comprehensive loss by component for the three months ended
March 31, 2025 and 2024:
| Foreign Currency Translation | Cash Flow Hedges | Defined Benefit Pension and Postretirement Plans | Other Reserves**(1)** | Total**(2)** | |
| Balance at December 31, 2023 | $789 | $16 | $793 | $(751) | $847 |
| Other comprehensive loss (income) | 116 | 3 | (16) | — | 103 |
| Balance at March 31, 2024 | $905 | $19 | $777 | $(751) | $950 |
| Balance at December 31, 2024 | $1,684 | $16 | $497 | $(751) | $1,446 |
| Other comprehensive (income) loss | (378) | (3) | 14 | — | (367) |
| Balance at March 31, 2025 | $1,306 | $13 | $511 | $(751) | $1,079 |
(1) This relates to a reverse acquisition reserve which arose on the creation of a new parent of the Company prior to the United
Kingdom and Ireland listings.
(2) All amounts are net of tax and noncontrolling interest.
A summary of the components of other comprehensive income (loss), including noncontrolling interest, for the three months ended
March 31, 2025, and 2024, is as follows:
| Three months ended March 31, | |||||||
| 2025 | 2024 | ||||||
| Pre-Tax | Tax | Net of Tax | Pre-Tax | Tax | Net of Tax | ||
| Foreign currency translation gain (loss) | $378 | $— | $378 | $(116) | $— | $(116) | |
| Defined benefit pension and other post-retirement benefit plans: | |||||||
| Net actuarial loss arising during period | — | — | — | (1) | — | (1) | |
| Amortization and settlement recognition of net actuarial loss | 8 | 1 | 9 | 10 | (3) | 7 | |
| Amortization of prior service credit | (1) | — | (1) | — | — | — | |
| Foreign currency (loss) gain - pensions | (22) | — | (22) | 10 | — | 10 | |
| Derivatives: | |||||||
| Changes in fair value of cash flow hedges | 3 | — | 3 | (3) | — | (3) | |
| Consolidated other comprehensive income (loss) | 366 | 1 | 367 | (100) | (3) | (103) | |
| Less: Other comprehensive (income) loss attributable to noncontrolling interests | — | — | — | — | — | — | |
| Other comprehensive income (loss) attributable to common shareholders | $366 | $1 | $367 | $(100) | $(3) | $(103) |
Smurfit Westrock plc
Notes to the Condensed Consolidated Financial Statement****s (Unaudited**)**
(in millions, except per share data)
18. Subsequent Events
Offer to Exchange Previously Unregistered Notes
On April 3, 2025, the Company and certain of its direct and indirect wholly owned subsidiaries (the “Obligor Group”) filed with the
SEC a registration statement on Form S-4, with respect to an offer to exchange unregistered senior unsecured notes of $2,750 million
principal amount previously issued on April 3, 2024 (see “Note 2. Acquisitions” of the 2024 Consolidated Financial Statements) and
unregistered senior unsecured notes of $850 million principal amount previously issued on November 26, 2024 (collectively, the
“Original Notes”) for registered notes of the same aggregate principal amount, interest and maturity dates and coupons (the “New
Notes”). The terms of the New Notes are identical in all material respects to the Original Notes except for the New Notes will not have
any transfer restrictions, registration rights or additional interest provisions. No new proceeds will be received by the Obligor Group in
connection with the exchange offer. The SEC declared the registration statement effective on April 23, 2025 and the exchange offer
commenced that same day and is scheduled to expire on May 21, 2025.
Capacity Reduction and Facility Closures
On April 30, 2025, the Company announced it will permanently close the Company’s coated recycled board (“CRB”) mill in St. Paul,
Minnesota, U.S. and will discontinue production at its containerboard mill in Forney, Texas, U.S. (the “Mill Closures”). The Company
has also initiated consultations with local works councils in Germany with a view to permanently closing two converting facilities
there (together with the Mill Closures, the “Closures”). Approximately 650 employees in the U.S. and Germany will be impacted as a
result of the Closures. The Mill Closures are expected to reduce the Company’s containerboard and CRB capacity by over 500,000
tons annualized.
The Company expects to incur aggregate (i) pre-tax cash charges of approximately $99 million associated with the Closures,
consisting of approximately $42 million in severance payments and $57 million in other restructuring costs and (ii) pre-tax non-cash
asset impairment charges of approximately $188 million. The Company will recognize $226 million of the charges in the second
quarter of 2025 and the remaining amount of $61 million is expected to be recognized over the remainder of 2025 and into 2026.
Headcount reductions are subject to local regulatory requirements. The estimate of charges that the Company expects to incur and the
timing thereof are subject to a number of assumptions and actual results may differ from current expectations and initial estimates.
Dividend Approval
On May 1, 2025, the Company announced that its Board approved a quarterly dividend of $0.4308 per share on its ordinary shares.
The quarterly dividend of $0.4308 per ordinary share is payable June 18, 2025 to shareholders of record at the close of business on
May 16, 2025.
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