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

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. For additional information, see “Part I, Item 1. Business” included in the Company’s Annual Report on Form 10-K.

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 filed an 8-K that announced our plan to permanently close our coated recycled paperboard (“CRB”) mill in St.

Paul, Minnesota, U.S. and discontinue production at our containerboard mill in Forney, Texas, U.S. We stopped production at these

two mills in June 2025 and May 2025, respectively. The mill closures reduced our capacity by over 500,000 tons. 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 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. See “Note 5. Impairment and Restructuring Costs” of the Condensed Consolidated Financial

Statements for additional information. Excluding associated impairment and restructuring costs, the elimination of corresponding fixed

costs is anticipated to increase overall profitability.

EXECUTIVE SUMMARY

Smurfit Westrock’s net sales increased by $4,971 million, to $7,940 million in the three months ended June 30, 2025, from $2,969

million in the three months ended June 30, 2024. Net sales increased by $9,697 million, to $15,596 million in the six months ended

June 30, 2025, from $5,899 million in the six months ended June 30, 2024. As described in “Results of Operations” below, the

increase in both periods was primarily due to the acquisition of WestRock which contributed $4,839 million in the three months ended

June 30, 2025 and $9,575 million in the six months ended June 30, 2025.

Net (loss) income attributable to common shareholders decreased by $160 million, due to a loss of $28 million in the three months

ended June 30, 2025, from income of $132 million in the three months ended June 30, 2024. Net (loss) income attributable to common

shareholders increased by $33 million, to income of $356 million in the six months ended June 30, 2025, from income of $323 million

in the six months ended June 30, 2024. The decrease in the three months ended June 30, 2025 was primarily due to impairment and

restructuring costs, and the increase in the six months ended June 30, 2025, was primarily due to the acquisition of Westrock, with the

positive impact of the Combination partially offset by higher interest expense and higher impairment and restructuring costs. See

“Note 5. Impairment and Restructuring Costs” of the Condensed Consolidated Financial Statements for additional information.

Net cash provided by operating activities increased by $682 million, to $1,064 million in the six months ended June 30, 2025, from

$382 million in the six months ended June 30, 2024, primarily due to a $988 million increase in net income adjusted for non-cash

items, including depreciation, depletion and amortization, impairment charges, 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 $306 million increase in the cash outflows from

changes in operating assets and liabilities primarily driven by increased accounts receivables including higher selling prices. During

the six months ended June 30, 2025, Smurfit Westrock invested $999 million in capital expenditures. The Company’s net cash inflow

from changes in debt was $318 million, and it paid $450 million of cash dividends to shareholders. See the section entitled “Liquidity

and Capital Resources” below for additional information.

Refer to “Results of Operations” for a detailed review of Smurfit Westrock’s performance.

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. For instance, current U.S. tariff policies have introduced uncertainty and may negatively impact demand from the Company’s

customers and overall volumes.

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, South America, Europe, Asia, Africa, and Australia. 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 June 30,				Six months ended June 30,
	2025		2024		2025		2024
Net sales	$7,940		$2,969		$15,596		$5,899
Cost of goods sold	(6,425)		(2,276)		(12,504)		(4,496)
Gross profit	1,515		693		3,092		1,403
Selling, general and administrative expenses	(963)		(389)		(1,936)		(769)
Impairment and restructuring costs	(280)		—		(295)		—
Transaction and integration-related expenses associated with the Combination	(21)		(60)		(57)		(83)
Operating profit	251		244		804		551
Pension and other postretirement non-service income (expense), net	7		(29)		16		(39)
Interest expense, net	(182)		(33)		(349)		(58)
Other (expense) income, net	(18)		5		(23)		—
Income before income taxes	58		187		448		454
Income tax expense	(84)		(55)		(92)		(131)
Net (loss) income	(26)		132		356		323
Net income attributable to noncontrolling interests	(2)		—		—		—
Net (loss) income attributable to common shareholders	$(28)		$132		$356		$323

Results of operations for the three and six months ended June 30, 2025*, compared to the three and* six months ended June 30, 2024

Net Sales

Net sales increased by $4,971 million, to $7,940 million in the three months ended June 30, 2025, from $2,969 million in the three

months ended June 30, 2024. This increase was primarily due to the impact of $4,839 million related to the acquisition of WestRock.

Excluding the impact of this acquisition, net sales increased by $132 million primarily resulting from a $122 million net positive

foreign currency impact and a positive impact of $25 million due to a higher selling price mix, partly offset by a negative volume

impact of $15 million.

Net sales increased by $9,697 million, to $15,596 million in the six months ended June 30, 2025, from $5,899 million in the six

months ended June 30, 2024. This increase was primarily due to the impact of $9,575 million related to the acquisition of WestRock.

Excluding the impact of this acquisition, net sales increased by $122 million primarily resulting from a $234 million positive impact

due to a higher selling price mix, partly offset by a negative volume impact of $58 million and a $53 million net negative foreign

currency impact.

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

Cost of Goods Sold

Cost of goods sold increased by $4,149 million, to $6,425 million in the three months ended June 30, 2025, from $2,276 million in the

three months ended June 30, 2024. The increase in cost of goods sold was primarily due to the impact of the acquisition of WestRock

of $4,081 million. Excluding the impact of this acquisition, cost of goods sold increased by $68 million primarily due to net negative

foreign currency movements and higher input prices.

Cost of goods sold increased by $8,008 million, to $12,504 million in the six months ended June 30, 2025, from $4,496 million in the

six months ended June 30, 2024. The increase in cost of goods sold was primarily due to the impact of the acquisition of WestRock of

$8,011 million.

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

SG&A expenses increased by $574 million, to $963 million in the three months ended June 30, 2025, from $389 million in the three

months ended June 30, 2024. The increase in SG&A expenses was primarily due to additional SG&A expenses of $541 million related

to the acquisition of WestRock.

SG&A expenses increased by $1,167 million, to $1,936 million in the six months ended June 30, 2025, from $769 million in the six

months ended June 30, 2024. The increase in SG&A expenses was primarily due to additional SG&A expenses of $1,096 million

related to the acquisition of WestRock.

Impairment and Restructuring Costs

Impairment and restructuring costs increased by $280 million, to $280 million in the three months ended June 30, 2025, from $—

million in the three months ended June 30, 2024. The increase in impairment and restructuring costs was primarily due to our

announced plan to permanently close our CRB mill in St. Paul, Minnesota, U.S., discontinue production at our containerboard mill in

Forney, Texas, U.S. and costs associated with two converting facilities in Germany that are in the process of closing.

Impairment and restructuring costs increased by $295 million, to $295 million in the six months ended June 30, 2025, from $—

million in the six months ended June 30, 2024. Similarly, the increase in impairment and restructuring costs was primarily due to our

announced plan to permanently close our CRB mill in St. Paul, Minnesota, U.S., discontinue production at our containerboard mill in

Forney, Texas, U.S. and costs associated with two converting facilities in Germany that are in the process of closing.

See “Note 5. Impairment and Restructuring Costs” of the Condensed Consolidated Financial Statements for additional information.

Transaction and Integration-related Expenses Associated with the Combination

The Company incurred transaction and integration-related expenses associated with the Combination of $21 million and $60 million in

the three months ended June 30, 2025 and 2024, respectively. In the three months ended June 30, 2025, transaction and integration-

related expenses consisted primarily of $23 million of integration-related expenses associated with the Combination. In the three

months ended June 30, 2024, transaction and integration-related expenses consisted solely of $60 million of transaction-related

expenses associated with the Combination.

The Company incurred transaction and integration-related expenses associated with the Combination of $57 million and $83 million in

the six months ended June 30, 2025 and 2024, respectively. In the six months ended June 30, 2025, transaction and integration-related

expenses consisted solely of integration-related expenses associated with the Combination of $57 million. In the six months ended

June 30, 2024, transaction and integration-related expenses consisted solely of transaction-related expenses associated with the

Combination of $83 million.

Transaction-related costs associated with the Combination were 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. We incur integration expenses 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.

See “Note 6. Transaction and Integration-related Expenses Associated with the Combination” of the Condensed Consolidated

Financial Statements for additional information.

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

Pension and other postretirement non-service income (expense), net decreased by $36 million, to income of $7 million in the three

months ended June 30, 2025, from expense of $29 million in the three months ended June 30, 2024. This decrease was primarily due

to an $83 million increase in the expected return on assets primarily due to acquired pension assets in connection with the

Combination and a decrease in net settlement loss of $19 million, partially offset by an increase in interest costs of $68 million

primarily due to acquired pension liabilities in connection with the Combination.

Pension and other postretirement non-service income (expense), net decreased by $55 million, to income of $16 million in the six

months ended June 30, 2025, from expense of $39 million in the six months ended June 30, 2024. This decrease was primarily due to

a $163 million increase in the expected return on assets primarily due to acquired pension assets in connection with the Combination

and a decrease in net settlement loss of $19 million, partially offset by an increase in interest costs of $132 million primarily due to

acquired pension liabilities in connection with the Combination.

Interest Expense, Net

Interest expense, net increased by $149 million to $182 million in the three months ended June 30, 2025, from $33 million in the three

months ended June 30, 2024. The increase was primarily the result of interest on debt assumed and debt issued in connection with the

Combination.

Interest expense, net increased by $291 million to $349 million in the six months ended June 30, 2025, from $58 million in the six

months ended June 30, 2024. The increase was primarily the result of interest on debt assumed and debt issued in connection with the

Combination.

See “Note 2. Acquisitions” and “Note 14. Debt” of the 2024 Consolidated Financial Statements for additional information on the debt

assumed and debt issued in connection with the Combination.

Other (Expense) Income, Net

Other (expense) income, net increased by $23 million to expense of $18 million in the three months ended June 30, 2025, from income

of $5 million in the three months ended June 30, 2024 primarily due to an $11 million net negative impact from foreign currency

translation of monetary assets and liabilities and a $10 million expense recorded in the three months ended June 30, 2025 in

connection with the sale of receivables under an accounts receivable monetization program acquired as a result of the Combination.

Other (expense) income, net increased by $23 million to expense of $23 million in the six months ended June 30, 2025, from $—

million in the six months ended June 30, 2024 primarily due to a $20 million expense recorded in the six months ended June 30, 2025

in connection with the sale of receivables under an accounts receivable monetization program acquired as a result of the Combination

and a $5 million net negative impact from foreign currency translation of monetary assets and liabilities.

Income Tax Expense

Income tax expense was $84 million in the three months ended June 30, 2025, compared to an income tax expense of $55 million in

the three months ended June 30, 2024. The effective tax rate for the three months ended June 30, 2025, was 144.8%, while the

effective tax rate for the three months ended June 30, 2024, was 29.4%.

Income tax expense was $92 million in the six months ended June 30, 2025, compared to an income tax expense of $131 million in the

six months ended June 30, 2024. The effective tax rate for the six months ended June 30, 2025, was 20.5%, while the effective tax rate

for the six months ended June 30, 2024, was 28.9%.

See “Note 13. Income Taxes” of the Condensed Consolidated Financial Statements for the primary factors impacting our effective tax

rates.

On July 4, 2025, U.S. tax legislation was enacted that included a broad range of tax reform provisions affecting businesses, including

extending and modifying certain existing international and domestic provisions. The Company is currently evaluating the impact of

the new legislation but does not expect it will have a material impact on its results of operations.

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 the 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) income, net, amortization of fair value step up on inventory, transaction and integration-related expenses

associated with the Combination, impairment and restructuring costs 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 June 30,				Six months ended June 30,
	2025		2024		2025		2024
Net sales (aggregate):****(1)
North America	$4,755		$438		$9,424		$850
Europe, MEA and APAC	2,778		2,211		5,360		4,405
LATAM	518		340		1,031		681
Segment Adjusted EBITDA:
North America	$752		$61		$1,537		$120
Europe, MEA and APAC	372		362		761		747
LATAM	123		87		238		141

(1) Net sales before intersegment eliminations

The three and six months ended June 30, 2025*, compared to the three and* six months ended June 30, 2024

North America Segment

Net Sales

Net sales before intersegment eliminations for the North America segment increased by $4,317 million, to $4,755 million in the three

months ended June 30, 2025, from $438 million in the three months ended June 30, 2024. This increase was primarily due to the

positive impact of $4,354 million from the acquisition of WestRock.

Net sales before intersegment eliminations for the North America segment increased by $8,574 million, to $9,424 million in the six

months ended June 30, 2025, from $850 million in the six months ended June 30, 2024. This increase was primarily due to the positive

impact of $8,630 million from the acquisition of WestRock.

Adjusted EBITDA

Adjusted EBITDA for the North America segment increased by $691 million, to $752 million in the three months ended June 30,

2025, from $61 million in the three months ended June 30, 2024. This increase was primarily due to the positive impact of $690

million from the acquisition of WestRock.

Adjusted EBITDA for the North America segment increased by $1,417 million, to $1,537 million in the six months ended June 30,

2025, from $120 million in the six months ended June 30, 2024. This increase was primarily due to the positive impact of $1,408

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 $567 million, to $2,778 million in

the three months ended June 30, 2025, from $2,211 million in the three months ended June 30, 2024. This increase was primarily due

to the impact of $407 million which related to the acquisition of WestRock. Excluding the impact of this acquisition, net sales before

intersegment eliminations increased by $160 million primarily due to a net positive foreign currency impact of $120 million due to the

strengthening of the euro against the U.S. dollar and a $16 million impact of higher selling price mix.

Net sales before intersegment eliminations for the Europe, MEA and APAC segment increased by $955 million, to $5,360 million in

the six months ended June 30, 2025, from $4,405 million in the six months ended June 30, 2024. This increase was primarily due to

the impact of $785 million which related to the acquisition of WestRock. Excluding the impact of this acquisition, net sales before

intersegment eliminations increased by $170 million primarily due to a higher selling price mix of $154 million along with a net

positive foreign currency impact of $39 million, mainly due to the strengthening of the euro against the U.S. dollar, partly offset by a

negative volume impact of $33 million.

Adjusted EBITDA

Adjusted EBITDA for the Europe, MEA and APAC segment increased by $10 million, to $372 million in the three months ended

June 30, 2025, from $362 million in the three months ended June 30, 2024. There was a $44 million positive impact from the

acquisition of WestRock. Excluding the impact of this acquisition, Adjusted EBITDA decreased by $34 million mainly due to higher

input prices of $58 million, partly offset by a higher selling price mix impact of $16 million.

Adjusted EBITDA for the Europe, MEA and APAC segment increased by $14 million, to $761 million in the six months ended

June 30, 2025, from $747 million in the six months ended June 30, 2024. There was an $81 million positive impact from the

acquisition of WestRock. Excluding the impact of this acquisition, Adjusted EBITDA decreased by $67 million mainly due to higher

input prices of $224 million, partly offset by a higher selling price mix impact of $154 million.

LATAM Segment

Net Sales

Net sales before intersegment eliminations for the LATAM segment increased by $178 million, to $518 million in the three months

ended June 30, 2025, from $340 million in the three months ended June 30, 2024. This increase was primarily due to the positive

impact of $186 million from the acquisition of WestRock.

Net sales before intersegment eliminations for the LATAM segment increased by $350 million, to $1,031 million in the six months

ended June 30, 2025, from $681 million in the six months ended June 30, 2024. This increase was primarily due to the positive impact

of $363 million from the acquisition of WestRock.

Adjusted EBITDA

Adjusted EBITDA for the LATAM segment increased by $36 million, to $123 million in the three months ended June 30, 2025, from

$87 million in the three months ended June 30, 2024. This increase was primarily due to the positive impact of $61 million from the

acquisition of WestRock.

Adjusted EBITDA for the LATAM segment increased by $97 million, to $238 million in the six months ended June 30, 2025, from

$141 million in the six months ended June 30, 2024. This increase was primarily due to the positive impact of $115 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 revolving credit facility had an original term of

five years, with two one year extension options. In June 2025, the Group exercised the first extension option, extending the maturity

date to June 28, 2030. 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 June 30, 2025, Smurfit Westrock held cash and cash equivalents of $778 million, of which $334 million were held in euro, $186

million were held in U.S. dollars and $258 million were held in other currencies. At June 30, 2025, the Company had $4,744 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 4.9 years as of June 30, 2025. Combined with cash and cash

equivalents of $778 million, the Company had $5,522 million of available liquidity.

As of June 30, 2025, Smurfit Westrock had $14,425 million of debt, excluding debt issuance costs. As of June 30, 2025, the carrying

amount of current debt was $1,034 million. In the six months ended June 30, 2025, total debt increased $768 million, $318 million of

which was due to a net increase in borrowings and the remainder was primarily due to translation adjustments. The carrying amount of

the Company’s debt includes a fair value adjustment related to debt assumed through mergers and acquisitions. At June 30, 2025, the

unamortized fair value market adjustment was $42 million. Included within the carrying value of Smurfit Westrock’s borrowings as of

June 30, 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 12. 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 June 30, 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 11. 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 Condensed 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 11-14% of the

Company’s accounts payable balance. The outstanding payment obligations to financial institutions under these programs were $375

million as of June 30, 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 12.

Debt” and “Note 17. 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 periods presented ($ in millions):

	Six months ended June 30,
	2025	2024
Net cash provided by operating activities	$1,064	$382
Net cash used for investing activities	$(996)	$(410)
Net cash (used for) provided by financing activities	$(204)	$2,382

Net cash provided by operating activities increased by $682 million to $1,064 million in the six months ended June 30, 2025 from

$382 million in the six months ended June 30, 2024, primarily due to a $988 million increase in net income adjusted for non-cash

items, including depreciation, depletion and amortization, impairment charges, 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 $306 million increase in the cash outflows from

changes in operating assets and liabilities primarily driven by increased accounts receivables including higher selling prices. The

increase in the cash outflows from changes in operating assets and liabilities was inclusive of cash payments to financial institutions of

$12 million in connection with the Company’s accounts receivable monetization agreements. See “Note 11. Fair Value Measurement”

of the Condensed Consolidated Financial Statements for additional information.

Net cash used for investing activities of $996 million in the six months ended June 30, 2025 consisted primarily of capital

expenditures of $999 million. Net cash used for investing activities of $410 million in the six months ended June 30, 2024 consisted

primarily of capital expenditures of $385 million.

Net cash used for financing activities of $204 million in the six months ended June 30, 2025 consisted primarily of cash outflows from

cash dividends paid to shareholders of $450 million, tax paid in connection with shares withheld from employees of $67 million and

debt issuance costs of $6 million, partially offset by a net increase in debt of $318 million. Net cash provided by financing activities of

$2,382 million in the six months ended June 30, 2024 consisted of cash inflows from a net increase in debt of $2,774 million, partially

offset by cash outflows from dividends paid to shareholders of $335 million, debt issuance costs of $29 million and purchases of

treasury stock 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 June 30, 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 June 30, 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 (loss) 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) income, net, amortization of fair value step up on

inventory, transaction and integration-related expenses associated with the Combination, impairment and restructuring costs 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 (loss) income”.

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

comparable GAAP measure, for the periods presented ($ in millions).

	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Net (loss) income	$(26)		$132		$356		$323
Income tax expense	84		55		92		131
Depreciation, depletion and amortization	613		160		1,216		308
Impairment and restructuring costs	280		—		295		—
Transaction and integration-related expenses associated with the Combination	21		60		57		83
Interest expense, net	182		33		349		58
Pension and other postretirement non-service (income) expense, net	(7)		29		(16)		39
Share-based compensation expense	36		16		79		31
Other expense (income), net	18		(5)		23		—
Other adjustments	12		—		14		(18)
Adjusted EBITDA	$1,213		$480		$2,465		$955

Other adjustments in the table above include losses at closed facilities of $12 million and $14 million for the three and six months

ended June 30, 2025, respectively. For the six months ended June 30, 2024, Other adjustments include a reimbursement of a fine from

the Italian Competition Authority of $18 million.

GUARANTOR SUMMARIZED FINANCIAL INFORMATION

On April 3, 2024, Smurfit Kappa Treasury Unlimited Company (“SKT”) completed a private offering of $750 million aggregate

principal amount of 5.200% Senior Notes due 2030, $1,000 million aggregate principal amount of 5.438% Senior Notes due 2034 and

$1,000 million aggregate principal amount of 5.777% Senior Notes due 2054, which we refer to as the “Original SKT Notes”, and on

November 26, 2024, Smurfit Westrock Financing Designated Activity Company (“SWF” and together with SKT, the “Issuers”)

completed a private offering of $850 million aggregate principal amount of 5.418% Senior Notes due 2035, which we refer to as the

“Original SWF Notes” (and, together with the Original SKT Notes, the “Original Notes”). As part of those offerings, the Issuers and

the Guarantors (as hereinafter defined) of the Original Notes entered into registration rights agreements with the initial purchasers

thereof in which we agreed to use commercially reasonable efforts to complete exchange offers for such Original Notes in compliance

with applicable securities laws. In connection with the registration rights agreements, on May 23, 2025, following an exchange offer

process, certain holders of the Original Notes, exchanged their notes for newly issued registered notes (the “New Notes”). The New

Notes are substantially identical to the Original Notes, except that the New Notes are registered under the United States Securities Act

of 1933, as amended, and will not have any transfer restrictions, registration rights or additional interest provisions.

The Guarantees

The Original Notes and the New Notes are subject to any limitations under applicable law, fully and unconditionally guaranteed,

jointly and severally, on a senior unsecured basis by each of Smurfit Westrock plc and the following wholly-owned subsidiaries of

Smurfit Westrock plc (the “Subsidiary Guarantors”): Smurfit Kappa Group plc, Smurfit Kappa Investments Limited, Smurfit Kappa

Acquisitions Unlimited Company, Smurfit Kappa Treasury Funding Designated Activity Company, Smurfit International B.V.,

Smurfit WestRock US Holdings Corporation, WestRock Company, WRKCo Inc., WestRock MWV, LLC and WestRock RKT, LLC.

In addition, SWF fully and unconditionally guarantees SKT’s obligations under the Original Notes and the New Notes, and SKT fully

and unconditionally guarantees SWF’s obligations under the Original Notes and the New Notes. SKT and SWF are both wholly-

owned subsidiaries of Smurfit Westrock plc. Smurfit Westrock plc and the Subsidiary Guarantors are collectively referred to herein as

the “Guarantors”, and the Issuers and the Guarantors are collectively referred to herein as the “Obligor Group”.

Operations are conducted almost entirely through Smurfit Westrock plc’s subsidiaries other than the Issuers and the Subsidiary

Guarantors. Accordingly, the Obligor Group’s cash flow and ability to service its debt, including the New Notes, are dependent upon

the earnings of Smurfit Westrock plc’s other non-obligor subsidiaries (the “Non-Obligor Subsidiaries”) and the distribution of those

earnings to the Obligor Group, whether by dividends, loans or otherwise. Holders of the New Notes have a direct claim only against

the Obligor Group.

Basis of Preparation of the Summarized Financial Information

The tables below are summarized financial information provided in conformity with Rule 13-01 of the SEC’s Regulation S-X. The

summarized financial information of the Obligor Group is presented on a combined basis, excluding intercompany balances and

transactions between entities in the Obligor Group. The Obligor Group’s investment balances in Non-Obligor Subsidiaries have been

excluded. The Obligor Group’s amounts due from, amounts due to, and transactions with Non-Obligor Subsidiaries have been

presented separately. The summarized financial information below should be read in conjunction with the Company’s Condensed

Consolidated Financial Statements contained herein, as the summarized financial information may not necessarily be indicative of the

results of operations or financial position had the subsidiaries operated as independent entities ($ in millions).

SUMMARIZED STATEMENT OF OPERATIONS	Six months ended June 30,
	2025
Net sales to unrelated parties	$743
Net sales to non-Guarantor Subsidiaries	625
Gross profit	491
Interest expense, net with unrelated parties	(308)
Interest expense, net with non-Guarantor Subsidiaries	(173)
Net income and net income attributable to the Obligor Group	457

SUMMARIZED BALANCE SHEETS	June 30,		December 31,
	2025		2024
ASSETS
Current amounts due from non-Guarantor Subsidiaries	$5,459		$4,925
Other current assets	854		1,049
Total current assets	$6,313		$5,974
Non-current amounts due from non-Guarantor Subsidiaries	$2,855		$2,848
Other non-current assets	385		370
Total non-current assets	$3,240		$3,218
LIABILITIES
Current amounts due to non-Guarantor Subsidiaries	$7,964		$9,681
Other current liabilities	1,162		1,122
Total current liabilities	$9,126		$10,803
Non-current amounts due to non-Guarantor Subsidiaries	$6,626		$6,604
Other non-current liabilities	11,683		9,644
Total non-current liabilities	$18,309		$16,248

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There have been no material changes during the six months ended June 30, 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.