Smurfit Westrock 10-Q 2025-09-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2025

OR

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

For the transition period from to

Commission File Number: 001-42161

Smurfit Westrock plc

(Exact name of registrant as specified in its charter)

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

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

+353 1 202 7000

(Registrant’s telephone number, including area code)

N/A

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

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

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

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

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

requirements for the past 90 days. Yes ☒ No ☐

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

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

Yes ☒ No ☐

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

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

in Rule 12b-2 of the Exchange Act.

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

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

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

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

As of October 31, 2025, the registrant had 522,186,327 ordinary shares, nominal value $0.001 per share, issued and outstanding.

TABLE OF CONTENTS

	Page
EXPLANATORY NOTE	3
PART I - FINANCIAL INFORMATION	6
Item 1. Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3. Quantitative and Qualitative Disclosures About Market Risk	51
Item 4. Controls and Procedures	51
PART II - OTHER INFORMATION	53
Item 1. Legal Proceedings	53
Item 1A. Risk Factors	53
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	53
Item 3. Defaults Upon Senior Securities	53
Item 4. Mine Safety Disclosures	53
Item 5. Other Information	53
Item 6. Exhibits	54
Signatures	55

EXPLANATORY NOTE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

after the Combination.

This Quarterly Report on Form 10-Q is being filed with respect to the interim quarterly period ended September 30, 2025.

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

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

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

Kappa, except as expressly provided herein.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

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

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

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

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

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

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

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

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

to change in the future.

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

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

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

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

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

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

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

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

Important factors that could cause actual results to differ materially from plans, estimates or expectations include: ongoing weakness

and/ or changes in demand environment; the impact of economic downtime; our ability to deliver on our closure plan and associated

efforts; our future cash payments associated with these initiatives; potential future cost savings associated with such initiatives; the

amount of charges and the timing of such charges or actions described herein; potential future impairment charges; accuracy of

assumptions associated with the charges; economic, competitive and market conditions generally, including macroeconomic

uncertainty, customer inventory rebalancing, the impact of inflation and increases in energy, raw materials, shipping, labor and capital

equipment costs; geo-economic fragmentation and protectionism such as tariffs, trade wars or similar governmental actions affecting

the flows of goods, services or currency (including the implementation of tariffs by the U.S. federal government and reciprocal tariffs

and other protectionist or retaliatory measures governments in Europe, Asia, and other countries have taken or may take in response);

the impact of prolonged or recurring U.S. federal government shutdowns and any resulting volatility in the capital markets or

interruptions in the Company’s access to capital; the impact of public health crises, such as pandemics and epidemics and any related

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

associated with the current or subsequent Irish, U.S. or UK administrations; loss contingencies or legal proceedings instituted,

threatened, future or pending against the Company, including with respect to antitrust related matters; actions by third parties,

including government agencies; the Company’s ability to promptly and effectively integrate Smurfit Kappa’s and WestRock’s

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

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

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

income tax rules under Section 7874 of the Internal Revenue Code of 1986, as amended, as a result of the Combination; other factors

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

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

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

Annual Report on Form 10-K for the year ended December 31, 2024, and as may be updated in this and other subsequent Quarterly

Reports on Form 10-Q.

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

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

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

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

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

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

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

otherwise.

PART I. FINANCIAL INFORMATION

INDEX TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF

SMURFIT WESTROCK PLC

	Page
Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	7
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and September 30, 2024	8
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2025 and September 30, 2024	9
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and September 30, 2024	10
Condensed Consolidated Statements of Changes in Equity for the three and nine months ended September 30, 2025 and September 30, 2024	11
Notes to Condensed Consolidated Financial Statements	14

Smurfit Westrock plc

Condensed Consolidated Balance Sheets (Unaudited)

(in millions, except share data)

	September 30, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents (amounts related to consolidated variable interest entities of $4 million and $2 million at September 30, 2025 and December 31, 2024, respectively)	$851		$855
Accounts receivable, net (amounts related to consolidated variable interest entities of $882 million and $767 million at September 30, 2025 and December 31, 2024, respectively)	4,668		4,117
Inventories	3,781		3,550
Other current assets	1,583		1,533
Total current assets	10,883		10,055
Property, plant and equipment, net	23,050		22,675
Goodwill	7,213		6,822
Intangibles, net	1,075		1,117
Prepaid pension asset	698		635
Other non-current assets (amounts related to consolidated variable interest entities of $393 million and $389 million at September 30, 2025 and December 31, 2024, respectively)	2,650		2,455
Total assets	$45,569		$43,759
Liabilities and Equity
Current liabilities:
Accounts payable	$3,257		$3,290
Accrued compensation and benefits	973		882
Current portion of debt	798		1,053
Other current liabilities	2,317		2,108
Total current liabilities	7,345		7,333
Non-current debt due after one year (amounts related to consolidated variable interest entities of $295 million and $8 million at September 30, 2025 and December 31, 2024, respectively)	13,313		12,542
Deferred tax liabilities	3,455		3,600
Pension liabilities and other postretirement benefits, net of current portion	737		706
Other non-current liabilities (amounts related to consolidated variable interest entities of $334 million and $335 million at September 30, 2025 and December 31, 2024, respectively)	2,260		2,191
Total liabilities	27,110		26,372
Commitments and Contingencies (Note 16)
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; 522,171,580 and 520,444,261 shares outstanding at September 30, 2025 and December 31, 2024, respectively	1		1
Deferred shares; €1 par value; 25,000 shares authorized; Nil and 25,000 shares outstanding at September 30, 2025 and December 31, 2024, respectively	—		—
Treasury stock; at cost; 1,449,658 and 2,037,589 common stock at September 30, 2025 and December 31, 2024, respectively	(65)		(93)
Capital in excess of par value	16,057		15,948
Accumulated other comprehensive loss	(347)		(1,446)
Retained earnings	2,787		2,950
Total shareholders’ equity	18,433		17,360
Noncontrolling interests	26		27
Total equity	18,459		17,387
Total liabilities and equity	$45,569		$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 September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Net sales	$8,003		$7,671		$23,599		$13,570
Cost of goods sold	(6,434)		(6,321)		(18,938)		(10,817)
Gross profit	1,569		1,350		4,661		2,753
Selling, general and administrative expenses	(963)		(1,007)		(2,899)		(1,776)
Impairment and restructuring costs	(65)		(21)		(360)		(21)
Transaction and integration-related expenses associated with the Combination	(15)		(267)		(72)		(350)
Operating profit	526		55		1,330		606
Pension and other postretirement non-service income (expense), net	8		8		24		(31)
Interest expense, net	(177)		(167)		(526)		(225)
Other expense, net	(21)		(13)		(44)		(13)
Income (loss) before income taxes	336		(117)		784		337
Income tax expense	(91)		(33)		(183)		(164)
Net income (loss)	245		(150)		601		173
Net loss attributable to noncontrolling interests	1		—		1		—
Net income (loss) attributable to common shareholders	$246		$(150)		$602		$173
Basic earnings (loss) per share attributable to common shareholders	$0.47		$(0.30)		$1.15		$0.51
Diluted earnings (loss) per share attributable to common shareholders	$0.47		$(0.30)		$1.14		$0.50
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

Smurfit Westrock plc

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

(in millions)

	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Net income (loss)	$245		$(150)		$601		$173
Other comprehensive income (loss), net of tax:
Foreign currency translation gain (loss)	66		86		1,156		(181)
Defined benefit pension and other postretirement benefit plans adjustments	14		(26)		(56)		14
Net gain (loss) on cash flow hedges	1		—		(1)		3
Other comprehensive income (loss), net of tax	81		60		1,099		(164)
Comprehensive income (loss)	326		(90)		1,700		9
Comprehensive loss attributable to noncontrolling interests	1		—		1		—
Comprehensive income (loss) attributable to common shareholders	$327		$(90)		$1,701		$9
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)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

OVERVIEW

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

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

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

markets. 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

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.

See “Note 2. Acquisitions” of the 2024 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. The Company also initiated

consultations with local works councils in Germany with a view to permanently closing two converting facilities there. We stopped

production at these two U.S. mills in June 2025 and May 2025, respectively. The mill closures reduced our capacity by over 500,000

tons. In the third quarter of 2025, we reached agreements with the local works councils in Germany and are in the process of closing

those two converting facilities. 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 $332 million, to $8,003 million in the three months ended September 30, 2025, from

$7,671 million in the three months ended September 30, 2024. The three months ended September 30, 2025 included an extra five

days compared to the prior year period since the Combination closed on July 5, 2024. Net sales increased by $10,029 million, to

$23,599 million in the nine months ended September 30, 2025, from $13,570 million in the nine months ended September 30, 2024.

As described in “Results of Operations” below, the increase in both periods was primarily due to the acquisition of WestRock which

contributed approximately $270 million in the three months ended September 30, 2025 and $9,845 million in the nine months ended

September 30, 2025.

Net income (loss) attributable to common shareholders increased by $396 million, due to an income of $246 million in the three

months ended September 30, 2025, compared to a loss of $150 million in the three months ended September 30, 2024. Net income

(loss) attributable to common shareholders increased by $429 million, to income of $602 million in the nine months ended

September 30, 2025, compared to income of $173 million in the nine months ended September 30, 2024. The increase in both the

three and nine months ended September 30, 2025 was primarily due to the Combination. In the three and nine months ended

September 30, 2025, we incurred higher impairment and restructuring costs. In the three and nine months ended September 30, 2024

we incurred higher transaction and integration-related expenses associated with the Combination and $227 million for the amortization

of the fair value step up on inventory recognized on WestRock’s inventory. In addition, the positive impact of the acquired operations

was partially offset by higher interest expense post Combination. See “Note 5. Impairment and Restructuring Costs” and “Note 6.

Transaction and Integration-related Expenses Associated with the Combination” of the Condensed Consolidated Financial Statements

for additional information.

Net cash provided by operating activities increased by $1,495 million, to $2,197 million in the nine months ended September 30,

2025, from $702 million in the nine months ended September 30, 2024, primarily due to a $1,525 million increase in net income

adjusted for non-cash items, primarily 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 $30 million

increase in the cash outflows from changes in operating assets and liabilities. During the nine months ended September 30, 2025,

Smurfit Westrock invested $1,609 million in capital expenditures. The Company’s net cash inflow from changes in debt was

$74 million, and it paid $675 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 September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Net sales	$8,003		$7,671		$23,599		$13,570
Cost of goods sold	(6,434)		(6,321)		(18,938)		(10,817)
Gross profit	1,569		1,350		4,661		2,753
Selling, general and administrative expenses	(963)		(1,007)		(2,899)		(1,776)
Impairment and restructuring costs	(65)		(21)		(360)		(21)
Transaction and integration-related expenses associated with the Combination	(15)		(267)		(72)		(350)
Operating profit	526		55		1,330		606
Pension and other postretirement non-service income (expense), net	8		8		24		(31)
Interest expense, net	(177)		(167)		(526)		(225)
Other expense, net	(21)		(13)		(44)		(13)
Income (loss) before income taxes	336		(117)		784		337
Income tax expense	(91)		(33)		(183)		(164)
Net income (loss)	245		(150)		601		173
Net loss attributable to noncontrolling interests	1		—		1		—
Net income (loss) attributable to common shareholders	$246		$(150)		$602		$173

Results of operations for the three and nine months ended September 30, 2025*, compared to the three and* nine months ended

September 30, 2024

Net Sales

Net sales increased by $332 million, to $8,003 million in the three months ended September 30, 2025, from $7,671 million in the three

months ended September 30, 2024. This increase included an extra five days compared to the prior year period since the Combination

closed on July 5, 2024, or approximately $270 million. Excluding the impact of the WestRock acquisition for the extra five days, net

sales increased by $62 million primarily resulting from a positive impact of $216 million due to a higher selling price mix and a $196

million net positive foreign currency impact, partly offset by a negative volume impact of $350 million.

Net sales increased by $10,029 million, to $23,599 million in the nine months ended September 30, 2025, from $13,570 million in the

nine months ended September 30, 2024. This increase was primarily due to the impact of $9,845 million related to the acquisition of

WestRock. Excluding the impact of this acquisition, net sales increased by $184 million primarily resulting from a $450 million

positive impact due to a higher selling price mix and a $143 million net positive foreign currency impact, partly offset by a negative

volume impact of $408 million.

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

Cost of Goods Sold

Cost of goods sold increased by $113 million, to $6,434 million in the three months ended September 30, 2025, from $6,321 million in

the three months ended September 30, 2024. This increase included an extra five days compared to the prior year period since the

Combination closed on July 5, 2024, or approximately $229 million. Excluding the impact of the acquisition of WestRock for the

extra five days, cost of goods sold decreased by $116 million primarily due to an expense of $227 million included in the three months

ended September 30, 2024 for the amortization of the fair value step up on inventory recognized on WestRock’s inventory acquired.

Cost of goods sold increased by $8,121 million, to $18,938 million in the nine months ended September 30, 2025, from

$10,817 million in the nine months ended September 30, 2024. The increase in cost of goods sold was primarily due to the impact of

the acquisition of WestRock of $8,240 million. Excluding the impact of this acquisition, cost of goods sold decreased $119 million

primarily due to an expense of $227 million for the amortization of the fair value step up on inventory recognized on WestRock’s

inventory acquired in the nine months ended September 30, 2024.

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

SG&A expenses decreased by $44 million, to $963 million in the three months ended September 30, 2025, from $1,007 million in the

three months ended September 30, 2024. This decrease included an extra five days compared to the prior year period since the

Combination closed on July 5, 2024, or approximately $30 million. Excluding the impact of the WestRock acquisition for the extra

five days, the decrease in SG&A expenses was primarily due to a lower share-based payment expense of $88 million in the three

months ended September 30, 2025.

SG&A expenses increased by $1,123 million, to $2,899 million in the nine months ended September 30, 2025, from $1,776 million in

the nine months ended September 30, 2024. The increase in SG&A expenses was primarily due to additional SG&A expenses of

$1,126 million related to the acquisition of WestRock.

Impairment and Restructuring Costs

Impairment and restructuring costs increased by $44 million, to $65 million in the three months ended September 30, 2025, from

$21 million in the three months ended September 30, 2024. In the three months ended September 30, 2025, impairment and

restructuring costs consisted of $58 million of impairment charges and $7 million of restructuring costs. In the three months ended

September 30, 2024, impairment and restructuring costs consisted of $2 million of impairment charges and $19 million of

restructuring costs.

Impairment and restructuring costs increased by $339 million, to $360 million in the nine months ended September 30, 2025, from

$21 million in the nine months ended September 30, 2024. In the nine months ended September 30, 2025, impairment and

restructuring costs consisted of $242 million of impairment charges and $118 million of restructuring costs. In the nine months ended

September 30, 2024, impairment and restructuring costs consisted of $2 million of impairment charges and $19 million of

restructuring costs. 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. We stopped production at these two U.S. mills

in June 2025 and May 2025, respectively.

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 $15 million and $267 million

in the three months ended September 30, 2025 and 2024, respectively. In the three months ended September 30, 2025, transaction and

integration-related expenses consisted primarily of $17 million of integration-related expenses associated with the Combination. In the

three months ended September 30, 2024, transaction and integration-related expenses consisted of $128 million of transaction-related

expenses and $139 million of integration-related expenses associated with the Combination.

The Company incurred transaction and integration-related expenses associated with the Combination of $72 million and $350 million

in the nine months ended September 30, 2025 and 2024, respectively. In the nine months ended September 30, 2025, transaction and

integration-related expenses consisted primarily of integration-related expenses associated with the Combination of $74 million. In the

nine months ended September 30, 2024, transaction and integration-related expenses consisted of transaction-related expenses of

$211 million and $139 million of integration-related expenses associated with the Combination.

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 was flat year on year with income of $8 million in the three

months ended September 30, 2025 and income of $8 million in the three months ended September 30, 2024. This was primarily due to

a $1 million increase in the expected return on assets primarily due to acquired pension assets in connection with the Combination,

fully offset by an increase in interest costs of $1 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 $24 million in the nine

months ended September 30, 2025, from expense of $31 million in the nine months ended September 30, 2024. This decrease was

primarily due to a $164 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 $133 million

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

Interest Expense, Net

Interest expense, net increased by $10 million to $177 million in the three months ended September 30, 2025, from $167 million in the

three months ended September 30, 2024. This increase was primarily due to additional interest expense in 2025 due to our November

2024 debt refinancing and the inclusion of an additional five days of interest expense, net compared to the prior year period as the

Combination closed on July 5, 2024.

Interest expense, net increased by $301 million to $526 million in the nine months ended September 30, 2025, from $225 million in

the nine months ended September 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, net increased by $8 million to expense of $21 million in the three months ended September 30, 2025, from expense of

$13 million in the three months ended September 30, 2024 primarily due to a $7 million net negative impact from foreign currency

translation of monetary assets and liabilities and a $4 million decrease in income from equity method investments, which were

partially offset by a $3 million decrease in the expense recorded in connection with the sale of receivables under an accounts

receivable monetization program acquired as a result of the Combination.

Other expense, net increased by $31 million to expense of $44 million in the nine months ended September 30, 2025, from expense of

$13 million in the nine months ended September 30, 2024 primarily due to an $17 million increase in the expense recorded in

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

and a $12 million net negative impact from foreign currency translation of monetary assets and liabilities.

Income Tax Expense

Income tax expense was $91 million in the three months ended September 30, 2025, compared to an income tax expense of

$33 million in the three months ended September 30, 2024. The effective tax rate for the three months ended September 30, 2025, was

27.1%, while the effective tax rate for the three months ended September 30, 2024, was (28.2)%.

Income tax expense was $183 million in the nine months ended September 30, 2025, compared to an income tax expense of

$164 million in the nine months ended September 30, 2024. The effective tax rate for the nine months ended September 30, 2025, was

23.3%, while the effective tax rate for the nine months ended September 30, 2024, was 48.7%.

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 financial statement impacts were considered in

the third quarter, with no discrete period tax impacts of the change in tax law arising. Impacts from the legislation are either not

applicable or immaterial to the financial statements. Certain changes may impact current or future cash tax obligations, but are not

anticipated to impact the total tax expense.

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 (loss) 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, impairment and restructuring costs, transaction and integration-related expenses associated

with the Combination, amortization of fair value step up on inventory 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 September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Net sales (aggregate):****(1)
North America	$4,721		$4,649		$14,145		$5,499
Europe, MEA and APAC	2,831		2,651		8,191		7,056
LATAM	545		506		1,576		1,187
Segment Adjusted EBITDA:
North America	$810		$780		$2,347		$900
Europe, MEA and APAC	419		411		1,180		1,158
LATAM	116		116		354		257

(1) Net sales before intersegment eliminations

The three and nine months ended September 30, 2025*, compared to the three and* nine months ended September 30, 2024

North America Segment

Net Sales

Net sales before intersegment eliminations for the North America segment increased by $72 million, to $4,721 million in the three

months ended September 30, 2025, from $4,649 million in the three months ended September 30, 2024. This increase was primarily

due to the inclusion of an extra five days compared to the prior year period since the Combination closed on July 5, 2024, or

approximately $247 million, and a $181 million impact of a higher sales price mix, partly offset by $358 million due to lower

volumes.

Net sales before intersegment eliminations for the North America segment increased by $8,646 million, to $14,145 million in the nine

months ended September 30, 2025, from $5,499 million in the nine months ended September 30, 2024. This increase was primarily

due to the positive impact of $8,877 million from the acquisition of WestRock. Excluding the impact of this acquisition, net sales

before intersegment eliminations decreased by $231 million primarily due to a $392 million impact of lower volumes and a net

negative foreign currency impact of $71 million, partly offset by a $235 million impact from a higher sales price mix.

Adjusted EBITDA

Adjusted EBITDA for the North America segment increased by $30 million, to $810 million in the three months ended September 30,

2025, from $780 million in the three months ended September 30, 2024. This increase included an extra five days compared to the

prior year period since the Combination closed on July 5, 2024, or approximately $38 million. Excluding the impact of the WestRock

acquisition for the extra five days, Adjusted EBITDA decreased by $8 million due to lower volumes of $85 million, higher costs of

$104 million, partly offset by a higher sales price mix of $181 million.

Adjusted EBITDA for the North America segment increased by $1,447 million, to $2,347 million in the nine months ended

September 30, 2025, from $900 million in the nine months ended September 30, 2024. This increase was primarily due to the positive

impact of $1,446 million from the acquisition of WestRock. Excluding the impact of this acquisition, Adjusted EBITDA was

essentially flat year on year with a higher sales price mix of $235 million fully offset by higher costs of $151 million, lower volumes

of $75 million and net negative foreign currency impact of $9 million.

Europe, MEA and APAC Segment

Net Sales

Net sales before intersegment eliminations for the Europe, MEA and APAC segment increased by $180 million, to $2,831 million in

the three months ended September 30, 2025, from $2,651 million in the three months ended September 30, 2024. This increase

included approximately $23 million for the extra five days in the quarter compared to the prior year period since the Combination

closed on July 5, 2024. Excluding the impact of the WestRock acquisition for the extra five days, net sales before intersegment

eliminations increased by $157 million. This increase was primarily due to the net positive foreign currency impact of $197 million

due to the strengthening of the euro against the U.S. dollar, partly offset by lower volumes of $37 million.

Net sales before intersegment eliminations for the Europe, MEA and APAC segment increased by $1,135 million, to $8,191 million in

the nine months ended September 30, 2025, from $7,056 million in the nine months ended September 30, 2024. This increase was

primarily due to the impact of $808 million which related to the acquisition of WestRock. Excluding the impact of this acquisition, net

sales before intersegment eliminations increased by $327 million primarily due to a net positive foreign currency impact of $236

million primarily due to the strengthening of the euro against the U.S. dollar, a higher selling price mix of $147 million, partly offset

by a negative volume impact of $70 million.

Adjusted EBITDA

Adjusted EBITDA for the Europe, MEA and APAC segment increased by $8 million, to $419 million in the three months ended

September 30, 2025, from $411 million in the three months ended September 30, 2024. The increase was primarily due to a $25

million net positive foreign currency impact, partly offset by lower volumes of $12 million.

Adjusted EBITDA for the Europe, MEA and APAC segment increased by $22 million, to $1,180 million in the nine months ended

September 30, 2025, from $1,158 million in the nine months ended September 30, 2024. There was an $84 million positive impact

from the acquisition of WestRock. Excluding the impact of this acquisition, Adjusted EBITDA decreased by $62 million primarily due

to higher costs of $225 million, partly offset by a higher selling price mix impact of $147 million.

LATAM Segment

Net Sales

Net sales before intersegment eliminations for the LATAM segment increased by $39 million, to $545 million in the three months

ended September 30, 2025, from $506 million in the three months ended September 30, 2024. This increase was primarily due to the

inclusion of an extra five days compared to the prior year period since the Combination closed on July 5, 2024, or approximately $12

million. Excluding the impact of the WestRock acquisition for the extra five days, net sales before intersegment eliminations increased

by $27 million primarily due to a higher sales price mix of $39 million, partly offset by lower volumes of $4 million.

Net sales before intersegment eliminations for the LATAM segment increased by $389 million, to $1,576 million in the nine months

ended September 30, 2025, from $1,187 million in the nine months ended September 30, 2024. This increase was primarily due to the

positive impact of $375 million from the acquisition of WestRock.

Adjusted EBITDA

Adjusted EBITDA for the LATAM segment was $116 million in the three months ended September 30, 2025 and $116 million in the

three months ended September 30, 2024. The results were primarily impacted by a higher sales price mix of $39 million that was more

than offset by higher costs of $45 million.

Adjusted EBITDA for the LATAM segment increased by $97 million, to $354 million in the nine months ended September 30, 2025,

from $257 million in the nine months ended September 30, 2024. This increase was primarily due to the positive impact of $117

million from the acquisition of WestRock. Excluding this acquisition, Adjusted EBITDA decreased by $20 million primarily due to

higher costs of $84 million, partly offset by a higher selling price mix of $65 million.

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 September 30, 2025, Smurfit Westrock held cash and cash equivalents of $851 million, of which $234 million were held in euro,

$309 million were held in U.S. dollars and $308 million were held in other currencies. At September 30, 2025, the Company had

$4,739 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 4.6 years as of September 30, 2025. Combined with cash

and cash equivalents of $851 million, the Company had $5,590 million of available liquidity.

As of September 30, 2025, Smurfit Westrock had $14,171 million of debt, excluding debt issuance costs. As of September 30, 2025,

the carrying amount of current debt was $798 million. In the nine months ended September 30, 2025, total debt increased by

$516 million, $74 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 September 30, 2025, the unamortized fair value market adjustment was $39 million. Included within the carrying

value of Smurfit Westrock’s borrowings as of September 30, 2025 are deferred debt issuance costs of $60 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 generally averages

approximately 5% of the Company’s accounts receivable balance. 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 procured, 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

$367 million as of September 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 18. 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):

	Nine months ended September 30,
	2025		2024
Net cash provided by operating activities	$2,197		$702
Net cash used for investing activities	$(1,564)		$(1,595)
Net cash (used for) provided by financing activities	$(674)		$869

Net cash provided by operating activities increased by $1,495 million to $2,197 million in the nine months ended September 30, 2025

from $702 million in the nine months ended September 30, 2024, primarily due to a $1,525 million increase in net income adjusted for

non-cash items, primarily 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 $30 million increase in the

cash outflows from changes in operating assets and liabilities. The increase in the cash outflows from changes in operating assets and

liabilities was inclusive of cash payments to financial institutions of $47 million in connection with the Company’s accounts

receivable monetization agreements in the nine months ended September 30, 2025, compared to cash proceeds of $49 million in the

prior year period. See “Note 11. Fair Value Measurement” of the Condensed Consolidated Financial Statements for additional

information.

Net cash used for investing activities of $1,564 million in the nine months ended September 30, 2025 consisted primarily of capital

expenditures of $1,609 million. Net cash used for investing activities of $1,595 million in the nine months ended September 30, 2024

consisted primarily of capital expenditures of $897 million and $716 million of cash paid for purchase of businesses, net of cash

acquired.

Net cash used for financing activities of $674 million in the nine months ended September 30, 2025 consisted primarily of cash

outflows from cash dividends paid to shareholders of $675 million, tax paid in connection with shares withheld from employees of

$68 million and debt issuance costs of $8 million, partially offset by a net increase in debt of $74 million. Net cash provided by

financing activities of $869 million in the nine months ended September 30, 2024 consisted of cash inflows from a net increase in debt

of $1,455 million, partially offset by cash outflows from dividends paid to shareholders of $493 million, debt issuance costs of

$44 million, purchases of treasury stock of $27 million, and tax paid in connection with shares withheld from employees of

$21 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 September 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 September 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 income (loss) before

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

income (expense), net, share-based compensation expense, other expense, net, impairment and restructuring costs, transaction and

integration-related expenses associated with the Combination, amortization of fair value step up on inventory and other specific items

that management believes are not indicative of the ongoing operating results of the business.

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

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

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

	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Net income (loss)	$245		$(150)		$601		$173
Income tax expense	91		33		183		164
Depreciation, depletion and amortization	659		564		1,875		872
Impairment and restructuring costs	65		21		360		21
Transaction and integration-related expenses associated with the Combination	15		267		72		350
Amortization of fair value step up on inventory	—		227		—		227
Interest expense, net	177		167		526		225
Pension and other postretirement non-service (income) expense, net	(8)		(8)		(24)		31
Share-based compensation expense	35		123		114		154
Other expense, net	21		13		44		13
Other adjustments	2		8		16		(10)
Adjusted EBITDA	$1,302		$1,265		$3,767		$2,220

See “Note 3. Segment Information” of the Condensed Consolidated Financial Statements for additional information regarding “Other

adjustments” in the table above.

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 present 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	Nine months ended September 30,
	2025
Net sales to unrelated parties	$1,100
Net sales to Non-Obligor Subsidiaries	909
Gross profit	697
Interest expense, net with unrelated parties	(464)
Interest expense, net with Non-Obligor Subsidiaries	(253)
Net income and net income attributable to the Obligor Group	291

SUMMARIZED BALANCE SHEETS	September 30,		December 31,
	2025		2024
ASSETS
Current amounts due from Non-Obligor Subsidiaries	$5,617		$4,925
Other current assets	920		1,049
Total current assets	$6,537		$5,974
Non-current amounts due from Non-Obligor Subsidiaries	$2,938		$2,848
Other non-current assets	384		370
Total non-current assets	$3,322		$3,218
LIABILITIES
Current amounts due to Non-Obligor Subsidiaries	$8,320		$9,681
Other current liabilities	999		1,122
Total current liabilities	$9,319		$10,803
Non-current amounts due to Non-Obligor Subsidiaries	$6,467		$6,604
Other non-current liabilities	11,683		9,644
Total non-current liabilities	$18,150		$16,248

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There have been no material changes during the nine months ended September 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.

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

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

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

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

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

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

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

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

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

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

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

disclosure controls and procedures.

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

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

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

financial reporting described below.

Previously Reported Material Weakness in Internal Control over Financial Reporting

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

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

timely basis.

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

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

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

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

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

subsidiaries of Smurfit Westrock.

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

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

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

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

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

prior to the Combination.

This material weakness resulted in:

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

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

accuracy of information produced by the Company.

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

associated risks.

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

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

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

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

authorized and implemented appropriately.

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

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

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

Remediation Plan

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

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

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

• designing and implementing policies and guidance related to the operation of controls – this has been largely implemented

with testing planned and ongoing to validate the operating effectiveness;

• developing appropriate controls over the review of manual journal entries – automated approval workflows for manual

journal entries have now been implemented at relevant material locations, as has an additional risk-based interim manual

control. Testing to validate the effectiveness of these controls is planned and ongoing; and

• enhancing and expanding across the organization the general IT processes and controls – this has been largely implemented

with testing planned and ongoing to validate the operating effectiveness.

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

areas documented in the material weakness remediation strategy.

The implementation of our remediation measures is underway, and requires validation and testing of the design and operating

effectiveness of internal controls over a sustained period. Until testing is completed, we cannot ensure that the measures taken by us to

date, and actions that we may take in the future, will be sufficient to remediate these deficiencies or that they will prevent or avoid

potential future deficiencies.

Changes in Internal Control over Financial Reporting

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

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

13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended September 30, 2025 that has materially affected, or is

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The information called for by this item is incorporated herein by reference to “Note 16. Commitments and Contingencies” of the

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

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

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

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

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

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

The following table provides information relating to our repurchase of ordinary shares during the three months ended September 30,

2025:

Period	Total Number of Shares Purchased**(1)**		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs
July 1, 2025 – July 31, 2025	822		$43.00		—		—
August 1, 2025 – August 31, 2025	—		—		—		—
September 1, 2025 – September 30, 2025	—		—		—		—
Total	822				—

(1) During the three months ended September 30, 2025, 822 ordinary shares that would otherwise have been issued to current or former

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

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

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

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

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

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

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Trading Plan(s)

In the three months ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act)

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

defined in Item 408 of Regulation S-K).

Exhibit Number		Description of Exhibit
3.1		Amended Constitution of Smurfit Westrock plc (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on July 8, 2024).
10.1†+		Second Amendment to Purchasing and Servicing of Receivables, dated as of September 12, 2025, among WestRock Company, various WestRock Company subsidiaries, and Coöperatieve Rabobank, U.A.
22		List of Guarantor Subsidiaries and Issuers of Guaranteed Securities (incorporated by reference to Exhibit 22 of the Company’s Quarterly Report on Form 10-Q filed on August 7, 2025).
31.1†		Certification of the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2†		Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32†*		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.**
101.SCH		Inline XBRL Taxonomy Extension Schema.**
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase.**
101.DEF		Inline XBRL Taxonomy Extension Definition Document.**
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase.**
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase.**
104		Cover Page Interactive Data File––the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

†Filed or furnished herewith

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

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

Registrant specifically incorporates it by reference. Such certification will not be deemed to be incorporated by reference into

any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the

extent that the Registrant specifically incorporates it by reference.

**Submitted electronically herewith.

+Certain identified information has been excluded from this exhibit because it is not material and is of the type that the Company

treats as private or confidential.

SIGNATURES

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

undersigned thereunto duly authorized.

	Smurfit Westrock plc
Dated: November 7, 2025		/s/ Anthony Smurfit
	Name:	Anthony Smurfit
	Title:	President & Group Chief Executive Officer
		(Principal Executive Officer)

	Smurfit Westrock plc
Dated: November 7, 2025		/s/ Ken Bowles
	Name:	Ken Bowles
	Title:	Executive Vice President & Group Chief Financial Officer
		(Principal Financial Officer)