Item 1. Financial Statements

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Item 1. Financial Statements

INDEX TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF

SMURFIT WESTROCK PLC

Page
Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 20247
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and September 30, 20248
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2025 and September 30, 20249
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and September 30, 202410
Condensed Consolidated Statements of Changes in Equity for the three and nine months ended September 30, 2025 and September 30, 202411
Notes to Condensed Consolidated Financial Statements14

Smurfit Westrock plc

Condensed Consolidated Balance Sheets (Unaudited)

(in millions, except share data)

September 30, 2025December 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)4,6684,117
Inventories3,7813,550
Other current assets1,5831,533
Total current assets10,88310,055
Property, plant and equipment, net23,05022,675
Goodwill7,2136,822
Intangibles, net1,0751,117
Prepaid pension asset698635
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)2,6502,455
Total assets$45,569$43,759
Liabilities and Equity
Current liabilities:
Accounts payable$3,257$3,290
Accrued compensation and benefits973882
Current portion of debt7981,053
Other current liabilities2,3172,108
Total current liabilities7,3457,333
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)13,31312,542
Deferred tax liabilities3,4553,600
Pension liabilities and other postretirement benefits, net of current portion737706
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)2,2602,191
Total liabilities27,11026,372
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, respectively11
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 value16,05715,948
Accumulated other comprehensive loss(347)(1,446)
Retained earnings2,7872,950
Total shareholders’ equity18,43317,360
Noncontrolling interests2627
Total equity18,45917,387
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,
2025202420252024
Net sales$8,003$7,671$23,599$13,570
Cost of goods sold(6,434)(6,321)(18,938)(10,817)
Gross profit1,5691,3504,6612,753
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 profit526551,330606
Pension and other postretirement non-service income (expense), net8824(31)
Interest expense, net(177)(167)(526)(225)
Other expense, net(21)(13)(44)(13)
Income (loss) before income taxes336(117)784337
Income tax expense(91)(33)(183)(164)
Net income (loss)245(150)601173
Net loss attributable to noncontrolling interests1—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,
2025202420252024
Net income (loss)$245$(150)$601$173
Other comprehensive income (loss), net of tax:
Foreign currency translation gain (loss)66861,156(181)
Defined benefit pension and other postretirement benefit plans adjustments14(26)(56)14
Net gain (loss) on cash flow hedges1—(1)3
Other comprehensive income (loss), net of tax81601,099(164)
Comprehensive income (loss)326(90)1,7009
Comprehensive loss attributable to noncontrolling interests1—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)

Nine months ended September 30,
20252024
Operating activities:
Net income$601$173
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Depreciation, depletion and amortization1,875872
Impairment charges2422
Cash surrender value increase in excess of premiums paid(34)(14)
Share-based compensation expense114154
Deferred income tax benefit(139)(99)
Pension and other postretirement funding more than cost(83)(30)
Other2114
Change in operating assets and liabilities, net of acquisitions and divestitures:
Accounts receivable(249)(422)
Inventories(59)120
Other assets(19)(31)
Accounts payable(142)(226)
Income taxes834
Accrued liabilities and other61155
Net cash provided by operating activities2,197702
Investing activities:
Capital expenditures(1,609)(897)
Cash paid for purchase of businesses, net of cash acquired(5)(716)
Proceeds from corporate owned life insurance202
Proceeds from sale of property, plant and equipment1515
Other151
Net cash used for investing activities(1,564)(1,595)
Financing activities:
Additions to debt5103,127
Repayments of debt(146)(1,640)
Debt issuance costs(8)(44)
Changes in commercial paper, net(245)(33)
Other debt (repayments) additions, net(16)13
Repayments of finance lease liabilities(29)(12)
Tax paid in connection with shares withheld from employees(68)(21)
Purchases of treasury stock—(27)
Cash dividends paid to shareholders(675)(493)
Other3(1)
Net cash (used for) provided by financing activities(674)869
Effect of exchange rate changes on cash and cash equivalents37(25)
Decrease in cash and cash equivalents(4)(49)
Cash and cash equivalents at beginning of period8551,000
Cash and cash equivalents at end of period$851$951

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

Smurfit Westrock plc

Condensed Consolidated Statements of Changes in Equity (Unaudited)

(in millions, except per share data)

The following table presents a summary of the changes in equity for the three months ended September 30, 2025:

Shares of Common StockCommon StockCapital in Excess of Par ValueTreasury StockRetained EarningsAccumulated Other Comprehensive LossTotal Shareholders' EquityNoncontrolling Interest ("NCI")Total
Balance at June 30, 2025522$1$16,018$(65)$2,771$(428)$18,297$27$18,324
Net income (loss)————246—246(1)245
Other comprehensive income, net of tax—————8181—81
Share-based compensation——34———34—34
Issuance of common stock net of tax paid in connection with shares withheld from employees——1—(1)————
Dividends declared ($0.43 per share)(1)——4—(229)—(225)—(225)
Balance at September 30, 2025522$1$16,057$(65)$2,787$(347)$18,433$26$18,459

(1) Includes cash dividends and dividend equivalent units declared on certain unvested share-based payment awards.

The following table presents a summary of the changes in equity for the three months ended September 30, 2024:

Shares of Common StockCommon StockCapital in Excess of Par ValueTreasury StockRetained EarningsAccumulated Other Comprehensive LossTotal Shareholders' EquityNoncontrolling InterestTotal
Balance at June 30, 2024**(1)**261$—$3,580$(93)$3,509$(1,071)$5,925$16$5,941
Net loss————(150)—(150)—(150)
Other comprehensive income, net of tax—————6060—60
Share-based compensation——119———119—119
Shares of Smurfit Westrock common stock issued to WestRock shareholders and NCI assumed as a result of the Merger258112,098———12,0991112,110
Converted WestRock restricted stock units and stock options attributable to pre-Combination services——91———91—91
Issuance of common stock net of tax paid in connection with shares withheld from employees1———(21)—(21)—(21)
Dividends declared ($0.30 per share)(2)——2—(160)—(158)—(158)
Balance at September 30, 2024520$1$15,890$(93)$3,178$(1,011)$17,965$27$17,992

(1) Pursuant to the Transaction Agreement, on July 5, 2024 each issued ordinary share, par value €0.001 per share, of Smurfit Kappa (a “Smurfit Kappa Share”) was exchanged for

one ordinary share, par value $0.001 per share, of Smurfit Westrock (a “Smurfit Westrock Share”). The exchange of shares is reflected retroactively to the earliest period

presented.

(2) Includes cash dividends and dividend equivalent units declared on certain unvested share-based payment awards.

Smurfit Westrock plc

Condensed Consolidated Statements of Changes in Equity (Unaudited)

(in millions, except per share data)

The following table presents a summary of the changes in equity for the nine months ended September 30, 2025:

Shares of Common StockCommon StockCapital in Excess of Par ValueTreasury StockRetained EarningsAccumulated Other Comprehensive LossTotal Shareholders' EquityNoncontrolling InterestTotal
Balance at December 31, 2024520$1$15,948$(93)$2,950$(1,446)$17,360$27$17,387
Net income (loss)————602—602(1)601
Other comprehensive income, net of tax—————1,0991,099—1,099
Share-based compensation——113———113—113
Shares distributed by Smurfit Kappa Employee Trust——(17)17—————
Issuance of common stock net of tax paid in connection with shares withheld from employees2—2—(68)—(66)—(66)
Cancellation of deferred shares by Smurfit Kappa Employee Trust———11(11)————
Dividends declared ($1.29 per share)(1)——11—(686)—(675)—(675)
Balance at September 30, 2025522$1$16,057$(65)$2,787$(347)$18,433$26$18,459

(1) Includes cash dividends and dividend equivalent units declared on certain unvested share-based payment awards.

Smurfit Westrock plc

Condensed Consolidated Statements of Changes in Equity (Unaudited)

(in millions, except per share data)

The following table presents a summary of the changes in equity for the nine months ended September 30, 2024:

Shares of Common StockCommon StockCapital in Excess of Par ValueTreasury StockRetained EarningsAccumulated Other Comprehensive LossTotal Shareholders' EquityNoncontrolling InterestTotal
Balance at December 31, 2023**(1)**260$—$3,575$(91)$3,521$(847)$6,158$16$6,174
Net income————173—173—173
Other comprehensive loss, net of tax—————(164)(164)—(164)
Share-based compensation——149———149—149
Shares distributed by Smurfit Kappa Employee Trust——(25)25—————
Purchases of treasury stock———(27)——(27)—(27)
Shares of Smurfit Westrock common stock issued to WestRock shareholders and NCI assumed as a result of the Merger258112,098———12,0991112,110
Converted WestRock restricted stock units and stock options attributable to pre-Combination services——91———91—91
Issuance of common stock net of tax paid in connection with shares withheld from employees2———(21)—(21)—(21)
Dividends declared ($1.58 per share)(2)——2—(495)—(493)—(493)
Balance at September 30, 2024520$1$15,890$(93)$3,178$(1,011)$17,965$27$17,992

(1) Pursuant to the Transaction Agreement, on July 5, 2024 each issued ordinary share, par value €0.001 per share, of Smurfit Kappa (a “Smurfit Kappa Share”) was exchanged for

one ordinary share, par value $0.001 per share, of Smurfit Westrock (a “Smurfit Westrock Share”). The exchange of shares is reflected retroactively to the earliest period

presented.

(2) Includes cash dividends and dividend equivalent units declared on certain unvested share-based payment awards.

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

Smurfit Westrock plc

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

1. Description of Business and Summary of Significant Accounting Policies

1.1. Description of Business

Unless the context otherwise requires, or unless indicated otherwise, “we”, “us”, “our”, “Smurfit Westrock” and “the Company” refer

to the business of Smurfit Westrock plc, its wholly-owned subsidiaries and its partially-owned consolidated subsidiaries.

Smurfit Westrock plc is a company limited by shares that is incorporated in Ireland. We are a multinational provider of sustainable

fiber-based paper and packaging solutions. We partner with our customers to provide differentiated, sustainable paper and packaging

solutions that enhance our customers’ prospects of success in their markets. Our team members support customers around the world

from our operating and business locations in North America, South America, Europe, Asia, Africa, and Australia.

1.2. Basis of Presentation

We derived the Condensed Consolidated Balance Sheet at December 31, 2024 from the audited consolidated financial statements

included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Consolidated Financial

Statements”). In the opinion of management, all normal recurring adjustments necessary for a fair statement of the Condensed

Consolidated Financial Statements have been included for the interim periods reported.

The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting

principles generally accepted in the U.S. (“GAAP”) for interim financial information and with Article 10 of Regulation S-X of the

Securities and Exchange Commission (“SEC”). Accordingly, they omit certain notes and other information from the 2024

Consolidated Financial Statements. Therefore, these Condensed Consolidated Financial Statements should be read in conjunction with

the 2024 Consolidated Financial Statements. The results for the three and nine months ended September 30, 2025 are not necessarily

indicative of results that may be expected for the full year.

The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make

certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Condensed Consolidated

Financial Statements, disclosures about gain contingencies and contingent liabilities and the reported amounts of revenues and

expenses, including income taxes during the reporting period.

Due to rounding, numbers presented throughout this document may not add up precisely to the totals provided and percentages may

not precisely reflect the absolute figures.

1.3. Significant Accounting Policies

There have been no changes to the Company’s significant accounting policies as described in “Note 1. Description of Business and

Summary of Significant Accounting Policies” of the 2024 Consolidated Financial Statements, other than as noted below.

Smurfit Westrock plc

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

1.4. Impairment and Restructuring Costs

When we close a facility, if necessary, we recognize a write-down to reduce the carrying value of related property, plant and

equipment and lease right-of-use (“ROU”) assets to their fair value and record charges for severance and other employee-related costs.

For termination costs associated with employees covered by a written or substantive plan, a liability is recorded when it is probable

that employees will be entitled to benefits and the amount can be reasonably estimated. For termination costs associated with

employees not covered by a written and broadly communicated policy covering involuntary termination benefits (severance plan), a

liability is recorded for costs to terminate employees (one-time termination benefits) when the termination plan has been approved and

committed to by management, the employees to be terminated have been identified, the termination plan benefit terms are

communicated, the employees identified in the plan have been notified and actions required to complete the plan indicate that it is

unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The timing and amount of an accrual is

dependent upon the type of benefits granted, the timing of communication and other provisions that may be provided in the benefit

plan.

If property, plant and equipment become impaired as a result of the Company’s restructuring efforts, these assets are written down to

their fair value less costs to sell, as the Company commits to dispose of them, and they are no longer in use. Depreciation is

accelerated on property, plant and equipment for the period of time the asset continues to be used until the asset ceases to be used.

For facility closures, we also generally expect to record costs for equipment and inventory relocation, facility carrying costs and costs

to terminate a lease or contract before the end of its term.

Identifying and calculating the cost to exit operations requires certain assumptions to be made, the most significant of which are

anticipated future liabilities, including severance costs, contractual obligations, and the adjustments of property, plant and equipment

and lease ROU assets to their fair value. Our estimates are reasonable, considering our knowledge of the industry we operate in,

previous experience in exiting activities and valuations we may obtain from independent third parties.

1.5. New Accounting Standards Recently Adopted

During the nine months ended September 30, 2025, there were no newly issued or newly applicable accounting pronouncements

adopted that had, or are expected to have, a material impact on the Condensed Consolidated Financial Statements.

1.6. New Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This

ASU requires the annual financial statements to include consistent categories and greater disaggregation of information in the rate

reconciliation, and income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for the Company’s annual reporting

periods beginning after December 15, 2024. Adoption is either with a prospective method or a retrospective method of transition.

Early adoption is permitted. The Company has evaluated the impact of this ASU and will include new disclosures using the

prospective method of transition in the consolidated financial statements included in the Company’s Annual Report on Form 10-K for

the year ended December 31, 2025.

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation

Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”). This ASU requires new financial

statement disclosures disaggregating prescribed expense categories within relevant income statement expense captions. ASU 2024-03

will be effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027.

Adoption is either with a prospective method or a retrospective method of transition. Early adoption is permitted. The Company is

currently evaluating the impact of this standard on its disclosures in the consolidated financial statements.

Smurfit Westrock plc

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

2. Acquisitions

Transaction agreement with WestRock Company

Pursuant to the Transaction Agreement, the Combination closed on July 5, 2024. The aggregate merger consideration was

$13,461 million.

Unaudited Pro Forma Combined Financial Information 

The following unaudited pro forma combined financial information presents the combined results of operations for the three and nine

months ended September 30, 2024, as if the Merger had occurred on January 1, 2023. 

Three months endedNine months ended
September 30, 2024September 30, 2024
Net sales$7,931$23,381
Net income attributable to common shareholders8490

The unaudited pro forma combined financial information also reflects pro forma adjustments for the following material nonrecurring

expenses directly attributable to the Merger, each reflected in 2023, as if the Merger had occurred on January 1, 2023:

i.$238 million and $351 million of transaction-related costs recorded during the three and nine months ended September 30, 2024

respectively, of both Smurfit Kappa and WestRock, including retention-related bonuses; and

ii.amortization of the fair value adjustment to acquired inventories of $227 million recorded during the three and nine months ended

September 30, 2024.

For more details related to the transaction with WestRock, refer to “Note 2. Acquisitions” of the 2024 Consolidated Financial

Statements.

3. Segment Information

We report our financial results of operations in the following three reportable segments:

i.North America, which includes operations in the U.S., Canada and Mexico.

ii.Europe, the Middle East and Africa (“MEA”) and Asia-Pacific (“APAC”).

iii.Latin America (“LATAM”), which includes operations in Central America and the Caribbean, Argentina, Brazil, Chile, Colombia,

Ecuador and Peru.

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.

Smurfit Westrock plc

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

The following tables show selected financial data for our segments.

Three months ended September 30, 2025North AmericaEurope, MEA and APACLATAMTotal
Net sales (unaffiliated customers)$4,639$2,819$545$8,003
Add net sales (intersegment)8212—94
Net sales (aggregate)4,7212,8315458,097
Less segment expenses:
Segment cost of goods sold(3,454)(2,085)(387)
Segment selling, general and administrative expenses(457)(327)(42)
(3,911)(2,412)(429)(6,752)
Segment Adjusted EBITDA$810$419$116$1,345
Unallocated corporate costs(43)
Depreciation, depletion and amortization(659)
Impairment and restructuring costs(65)
Transaction and integration-related expenses associated with the Combination(15)
Interest expense, net(177)
Pension and other postretirement non-service income, net8
Share-based compensation expense(35)
Other expense, net(21)
Other adjustments(2)
Income before income taxes$336

Other adjustments in the table above include losses at closed facilities of $2 million.

Three months ended September 30, 2024North AmericaEurope, MEA and APACLATAMTotal
Net sales (unaffiliated customers)$4,531$2,646$494$7,671
Add net sales (intersegment)118512135
Net sales (aggregate)4,6492,6515067,806
Less segment expenses:
Segment cost of goods sold(3,414)(1,956)(347)
Segment selling, general and administrative expenses(455)(284)(43)
(3,869)(2,240)(390)(6,499)
Segment Adjusted EBITDA$780$411$116$1,307
Unallocated corporate costs(42)
Depreciation, depletion and amortization(564)
Impairment and restructuring costs(21)
Transaction and integration-related expenses associated with the Combination(267)
Amortization of fair value step up on inventory(227)
Interest expense, net(167)
Pension and other postretirement non-service income, net8
Share-based compensation expense(123)
Other expense, net(13)
Other adjustments(8)
Loss before income taxes$(117)

Other adjustments in the table above include losses at closed facilities of $8 million.

Smurfit Westrock plc

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

Nine months ended September 30, 2025North AmericaEurope, MEA and APACLATAMTotal
Net sales (unaffiliated customers)$13,869$8,168$1,562$23,599
Add net sales (intersegment)2762314313
Net sales (aggregate)14,1458,1911,57623,912
Less segment expenses:
Segment cost of goods sold(10,368)(6,059)(1,091)
Segment selling, general and administrative expenses(1,430)(952)(131)
(11,798)(7,011)(1,222)(20,031)
Segment Adjusted EBITDA$2,347$1,180$354$3,881
Unallocated corporate costs(114)
Depreciation, depletion and amortization(1,875)
Impairment and restructuring costs(360)
Transaction and integration-related expenses associated with the Combination(72)
Interest expense, net(526)
Pension and other postretirement non-service income, net24
Share-based compensation expense(114)
Other expense, net(44)
Other adjustments(16)
Income before income taxes$784

Other adjustments in the table above include losses at closed facilities of $16 million.

Smurfit Westrock plc

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

Nine months ended September 30, 2024North AmericaEurope, MEA and APACLATAMTotal
Net sales (unaffiliated customers)$5,380$7,043$1,147$13,570
Add net sales (intersegment)1191340172
Net sales (aggregate)5,4997,0561,18713,742
Less segment expenses:
Segment cost of goods sold(4,046)(5,101)(831)
Segment selling, general and administrative expenses(553)(797)(99)
(4,599)(5,898)(930)(11,427)
Segment Adjusted EBITDA$900$1,158$257$2,315
Unallocated corporate costs(95)
Depreciation, depletion and amortization(872)
Impairment and restructuring costs(21)
Transaction and integration-related expenses associated with the Combination(350)
Amortization of fair value step up on inventory(227)
Interest expense, net(225)
Pension and other postretirement non-service expense, net(31)
Share-based compensation expense(154)
Other expense, net(13)
Other adjustments10
Income before income taxes$337

Other adjustments in the table above include a reimbursement of a fine from the Italian Competition Authority of $18 million, that was

partially offset by losses at closed facilities of $8 million.

Capital expenditures by segment were:

Nine months ended September 30,
20252024
Capital expenditures:
North America$936$373
Europe, MEA and APAC500353
LATAM151154
Total reportable segments1,587880
Corporate2217
Total capital expenditures$1,609$897

Smurfit Westrock plc

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

Total assets by segment were:

September 30,December 31,
20252024
Assets:
North America$28,933$29,078
Europe, MEA and APAC12,37610,723
LATAM3,6633,180
Total reportable segments44,97242,981
Corporate(1)597778
Total assets$45,569$43,759

(1) Corporate assets are composed primarily of Property, plant and equipment, net, Deferred tax assets, Recoverable or refundable

income taxes and Cash and cash equivalents.

4. Revenue Recognition

Disaggregated Revenue

The following tables summarize our disaggregated revenue with unaffiliated customers by product type and segment for the three and

nine months ended September 30, 2025 and 2024. Net sales are attributed to segments based on the location of production.

Three months ended September 30, 2025
North AmericaEurope, MEA and APACLATAMTotal
Revenue by product:
Paper$1,107$385$55$1,547
Packaging3,5322,4344906,456
Total$4,639$2,819$545$8,003
Three months ended September 30, 2024
North AmericaEurope, MEA and APACLATAMTotal
Revenue by product:
Paper$1,107$402$42$1,551
Packaging3,4242,2444526,120
Total$4,531$2,646$494$7,671
Nine months ended September 30, 2025
North AmericaEurope, MEA and APACLATAMTotal
Revenue by product:
Paper$3,325$1,169$151$4,645
Packaging10,5446,9991,41118,954
Total$13,869$8,168$1,562$23,599

Smurfit Westrock plc

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

Nine months ended September 30, 2024
North AmericaEurope, MEA and APACLATAMTotal
Revenue by product:
Paper$1,165$1,092$73$2,330
Packaging4,2155,9511,07411,240
Total$5,380$7,043$1,147$13,570

Packaging revenue is derived mainly from the sale of corrugated and consumer packaging products. The remainder of packaging

revenue is composed of bag-in-box, packaging solutions and other paper-based packaging products.

Contract assets relate to the manufacture of certain products that have no alternative use to us, with right to payment for performance

completed to date on these products, including a reasonable profit. Contract assets are reduced when the customer takes title to the

goods and assumes the risks and rewards for the goods. Contract liabilities represent obligations to transfer goods or services to a

customer for which we have received consideration and are reduced once control of the goods is transferred to the customer.

On the Condensed Consolidated Balance Sheets, contract assets reported within “Other current assets” were $178 million and

$197 million at September 30, 2025 and December 31, 2024, respectively, and contract liabilities reported within “Other current

liabilities” were $5 million and $5 million at September 30, 2025 and December 31, 2024, respectively.

5. Impairment and Restructuring Costs

The components of impairment and restructuring costs are as follows:

Three months ended September 30,Nine months ended September 30,
2025202420252024
Impairment charges$58$2$242$2
Restructuring costs71911819
Impairment and restructuring costs$65$21$360$21

Impairment Charges

The components of impairment charges are as follows:

Three months ended September 30,Nine months ended September 30,
2025202420252024
Impairment of property, plant and equipment$41$2$208$2
Impairment of other assets17—34—
Total impairment charges$58$2$242$2

These impairment charges are recognized in the Condensed Consolidated Statements of Operations caption “Impairment and

restructuring costs”.

Smurfit Westrock plc

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

The segmental split of the impairment charges recognized for property, plant and equipment for the three and nine months ended

September 30, 2025 and 2024 is as follows:

Three months ended September 30,Nine months ended September 30,
2025202420252024
North America$12$—$168$—
Europe, MEA and APAC282392
LATAM1—1—
Total impairment charges recognized for property, plant and equipment$41$2$208$2

Of the total impairment charges, $1 million and $177 million for the three and nine months ended September 30, 2025, respectively,

were triggered by the announcement on April 30, 2025, whereby the Company announced it would permanently close the Company’s

coated recycled board mill in St. Paul, Minnesota, U.S. and discontinue production at its containerboard mill in Forney, Texas, U.S.

(the “Mill Closures”). We stopped production at these two U.S. mills in June 2025 and May 2025, respectively. Additionally, the

Company announced it had initiated consultations with local works councils in Germany with a view to permanently closing two

converting facilities there (together with the Mill Closures, the “April 2025 Announced Closures”). In the third quarter of 2025, we

reached agreements with the local work councils in Germany and are in the process of closing those two converting facilities.

Following our decision to permanently close the above facilities, the Company assessed the recoverability of the associated long-lived

assets being property, plant and equipment in accordance with ASC 360, “Property, Plant, and Equipment”. The fair value of the

property, plant and equipment assets was determined based on their estimated selling price in an orderly transaction between market

participants at the measurement date. As a result of this assessment, $1 million and $160 million for the three and nine months ended

September 30, 2025, respectively, was recognized for impairment charges of the property, plant and equipment of the facilities

affected by the April 2025 announcement. The remainder of the impairment charges recognized related to spare parts included in

inventories in these facilities.

Restructuring Costs

The segmental split of the restructuring costs shown in the table above is as follows:

Three months ended September 30,Nine months ended September 30,
2025202420252024
North America$6$8$60$8
Europe, MEA and APAC1115511
LATAM——3—
Total restructuring costs$7$19$118$19

The table below sets forth restructuring costs by type incurred:

Three months ended September 30,Nine months ended September 30,
2025202420252024
Severance charges$1$—$72$—
Other costs6194619
Total restructuring costs$7$19$118$19

Of the total restructuring costs, $6 million and $60 million for the three and nine months ended September 30, 2025 relates to the April

2025 Announced Closures.

Smurfit Westrock plc

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

The following table sets forth the activity in the restructuring accrual related to the April 2025 Announced Closures included in "Other

current liabilities" in the Company's Condensed Consolidated Balance Sheets:

Severance chargesOther costsTotal
Balance at December 31, 2024$—$—$—
Charges for the period402060
Payments(7)(12)(19)
Balance at September 30, 2025$33$8$41

The majority of these charges will be paid within 12 months of the reporting date. The Company expects to recognize future additional

charges of $39 million associated with the April 2025 Announced Closures through 2026.

The remaining restructuring costs and related restructuring accruals relate to individual restructuring actions which are individually

and cumulatively immaterial.

6. Transaction and Integration-related Expenses Associated with the Combination

The following table summarizes the transaction and integration expenses associated with the Combination:

Three months ended September 30,Nine months ended September 30,
2025202420252024
Transaction-related expenses associated with the Combination$2$(128)$2$(211)
Integration-related expenses associated with the Combination(17)(139)(74)(139)
Total transaction and integration-related expenses associated with the Combination$(15)$(267)$(72)$(350)

Transaction-related Expenses Associated with the Combination

Transaction-related expenses associated with the Combination comprise of banking and financing related expenses as well as legal and

other professional services which are directly attributable to the Combination and retention payments that are contractually committed

to and associated with the successful completion of the Combination.

Integration-related Expenses Associated with 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. We

consider transaction and integration expenses to be corporate expenses regardless of the segment or segments involved in the

transaction.

Smurfit Westrock plc

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

7. Accounts Receivable, net

Accounts receivable consists of the following:

September 30,December 31,
20252024
Gross accounts receivable$4,920$4,339
Less: Allowances(252)(222)
Accounts receivable, net$4,668$4,117

Allowances include the reserves for allowance for estimated credit impairment losses, returns, early settlement discounts and rebates

(where netting requirements are met).

8. Inventories

Inventories are as follows:

September 30,December 31,
20252024
Finished goods$1,427$1,374
Work-in-progress208206
Raw materials1,3801,288
Consumables and spare parts766682
Inventories$3,781$3,550

9. Property, Plant and Equipment, net

Property, plant and equipment consists of the following:

September 30,December 31,
20252024
Land and buildings$5,888$5,337
Plant and equipment24,57422,306
Construction-in-progress1,6241,517
Finance lease right-of-use assets450419
Property, plant and equipment at cost, excluding forestlands32,53629,579
Less: Accumulated depreciation and impairment(9,780)(7,155)
Property, plant and equipment, net, excluding forestlands22,75622,424
Forestlands, net of depletion294251
Property, plant and equipment, net$23,050$22,675

Depreciation and depletion expense for the three months ended September 30, 2025 and 2024 was $620 million and $517 million,

respectively, and for the nine months ended September 30, 2025 and 2024, was $1,764 million and $802 million, respectively. This is

recognized within “Cost of goods sold” and “Selling, general and administrative expenses” in the Condensed Consolidated Statements

of Operations.

Non-cash additions to property, plant and equipment included within accounts payable were $306 million and $384 million at

September 30, 2025 and December 31, 2024, respectively.

Refer to “Note 5. Impairment and Restructuring Costs” for details of the impairment charges recognized for property, plant and

equipment.

Smurfit Westrock plc

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

10. Interest

The components of interest expense, net are as follows:

Three months ended September 30,Nine months ended September 30,
2025202420252024
Interest expense$(204)$(209)$(607)$(321)
Interest income27428196
Interest expense, net$(177)$(167)$(526)$(225)

Total cash paid for interest, net of interest received was $496 million and $236 million for the nine months ended September 30, 2025

and 2024, respectively. Of this, capitalized interest paid was $20 million and $11 million for the nine months ended September 30,

2025 and 2024, respectively.

11. Fair Value Measurement

The carrying values, net of deferred debt issuance costs, and estimated fair values of debt with fixed interest rates (classified as Level

2 in the fair value hierarchy) were as follows:

September 30, 2025December 31, 2024
Book ValueFair ValueBook ValueFair Value
Debt with fixed interest rates$11,776$11,901$11,370$11,289

The fair value of the Company's debt with fixed interest rates is based on quoted market prices. With the exception of debt with fixed

interest rates, the carrying amounts of all other debt instruments approximate their fair values. The variable nature and repricing dates

of the receivables securitization facilities and the revolving credit facility result in their carrying values approximating their fair

values. Both the revolving credit facility and the receivables securitization facilities are classified as Level 2 in the fair value

hierarchy.

Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis

The Company measures and records certain assets and liabilities, including derivative instruments at fair value. The following table

summarizes the fair value of these instruments, which are measured at fair value on a recurring basis, by level, within the fair value

hierarchy:

Level 1Level 2
September 30,December 31,September 30,December 31,
2025202420252024
Assets
Other Investments:
Listed$2$2$—$—
Unlisted——1110
Derivatives in cash flow hedging relationships———3
Derivatives not designated as hedging instruments——2211
Assets measured at fair value$2$2$33$24
Liabilities
Derivatives in cash flow hedging relationships$—$—$19$1
Derivatives not designated as hedging instruments——113
Liabilities measured at fair value$—$—$20$14

Smurfit Westrock plc

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

There were no assets or liabilities, which are measured at fair value on a recurring basis, classified as Level 3 in the fair value

hierarchy for the periods presented.

We have not changed the valuation techniques for measuring the fair value of any financial assets or liabilities during the current year.

See “Note 13. Fair Value Measurement” of the 2024 Consolidated Financial Statements for more information.

Assets and Liabilities Measured and Recorded at Fair Value on a Non-recurring Basis

In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company records certain assets and liabilities

at fair value on a non-recurring basis. This includes assets acquired and liabilities assumed as a result of business combinations or non-

monetary exchanges, situations where events or changes in circumstances indicate the carrying value may not be recoverable

(including restructuring efforts), or when they are deemed to be other than temporarily impaired. These assets include property, plant

and equipment, goodwill and other intangible assets, assets and disposal groups held for sale and other non-current assets. The fair

values of these assets are determined, when applicable, based on valuation techniques using the best information available, and may

include quoted market prices, observable price for similar assets, market comparables, and discounted cash flow projections. These

non-recurring fair value measurements are considered to be Level 3 in the fair value hierarchy.

Accounts Receivable Monetization Agreements

The following table presents a summary of the accounts receivable monetization agreements for the nine months ended September 30,

2025 and September 30, 2024:

Nine months ended September 30,
20252024
Receivable from financial institutions at January 1$—$—
Receivables sold to the financial institutions and derecognized(1,973)(670)
Receivables collected by financial institutions2,020621
Cash (payments to) proceeds from financial institutions(47)49
Receivable from financial institutions at September 30$—$—

On September 12, 2025, we amended the accounts receivable monetization agreement with Coöperatieve Rabobank U.A., New York

Branch, to extend the maturity date by one year to September 15, 2026.

The activity for the nine months ended September 30, 2024 is for the period following the Combination. Receivables sold under these

accounts receivable monetization agreements as of the respective balance sheet dates were approximately $678 million and $725

million at September 30, 2025 and December 31, 2024, respectively.

Cash proceeds or payments related to the receivables sold are included in “Net cash provided by operating activities” in the Condensed

Consolidated Statements of Cash Flows in the “Accounts receivable” line item. The expense related to the sale of receivables was $9

million and $29 million for the three and nine months ended September 30, 2025, respectively. The expense related to the sale of

receivables was $12 million for the three and nine months ended September 30, 2024, for the post-Combination period. The expense

recorded may vary depending on current rates and levels of receivables sold and is recorded in “Other expense, net” in the Condensed

Consolidated Statements of Operations. Although the sales are made without recourse, we maintain continuing involvement with the

receivables sold as we provide collections services related to the transferred assets. The associated servicing liability is not material

given the high credit quality of the customers underlying the receivables and the anticipated short collection period.

Smurfit Westrock plc

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

12. Debt

The following were individual components of debt:

September 30,December 31,
20252024
$292 million senior debentures due 2025$292$292
$500 million senior notes due 2027485479
$700 million receivables securitization due 2027550435
€750 million senior notes due 2027881781
$500 million senior notes due 2028485481
$600 million senior notes due 2028584580
€100 million receivables securitization variable funding notes due 2029118—
€230 million receivables securitization variable funding notes due 20291765
€500 million senior green notes due 2029587520
$750 million senior notes due 2029749749
$400 million senior notes due 2030447454
$750 million senior green notes due 2030749749
$300 million senior notes due 2031335339
$76 million senior notes due 20328182
$500 million senior notes due 2032475473
€600 million senior green notes due 2032704624
€500 million senior green notes due 2033587519
$600 million senior notes due 2033520514
$1,000 million senior green notes due 20341,0001,000
$850 million senior green notes due 2035850850
€600 million senior green notes due 2036704624
$3 million senior notes due 203733
$150 million senior notes due 2047174175
$1,000 million senior green notes due 20541,0001,000
Commercial paper301546
Vendor financing and commercial card programs105116
Term loan facilities600600
Bank loans83120
Finance lease obligations541539
Bank overdrafts59
Total debt, excluding debt issuance costs14,17113,658
Debt issuance costs(60)(63)
Total debt14,11113,595
Less: Current portion of debt(798)(1,053)
Non-current debt due after one year$13,313$12,542

For the terms attached to the senior notes, the revolving credit facility, the term loans and the commercial paper programs, refer to the

narrative included in “Note 14. Debt” of the 2024 Consolidated Financial Statements. The carrying amount of borrowings which are

designated as net investment hedges, as outlined therein, has not changed materially and no ineffectiveness was recognized in the

period.

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.

At September 30, 2025, all of our debt was unsecured with the exception of our receivables securitization facilities and finance lease

obligations.

Smurfit Westrock plc

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

Senior Notes Issued and Redeemed

There were no new issuances or redemptions during the period in relation to the senior notes.

On April 3, 2025, the Company and certain of its direct and indirect wholly owned subsidiaries (the “Obligor Group”) filed with the

SEC a registration statement on Form S-4, with respect to concurrent offers to exchange up to $2,750 million principal amount of

unregistered senior unsecured notes previously issued by Smurfit Kappa Treasury Unlimited Company on April 3, 2024 and

guaranteed by other members of the Obligor Group (see “Note 2. Acquisitions” of the 2024 Consolidated Financial Statements) and

up to $850 million principal amount of unregistered senior unsecured notes previously issued by Smurfit Westrock Financing

Designated Activity Company on November 26, 2024 and guaranteed by the other members of the Obligor Group (collectively, the

“Original Notes”), in each case for registered notes of equal principal amount issued by the same obligors with the same interest and

maturity dates and coupons and guaranteed by the same members of the Obligor Group (the “New Notes”). The Form S-4 became

effective on April 23, 2025 and the exchange offers commenced on that same date. The terms of the New Notes are identical in all

material respects to the Original Notes except that the New Notes do not have any transfer restrictions, registration rights or additional

interest provisions. The exchange offers expired at 5:00 p.m. New York City time, on May 21, 2025 (the “Expiration Date”) and

resulted in approximately $3,588 million aggregate principal amount of the Original Notes (99.66% of the original principal amount)

being validly tendered and not validly withdrawn, for exchange for the New Notes. The Obligor Group accepted all of the Original

Notes which were validly tendered and not validly withdrawn as of the Expiration Date and has issued a like principal amount of New

Notes in exchange for such Original Notes. No new proceeds were received by the Obligor Group in connection with the exchange

offer.

Receivables Securitization Facilities

We have three trade receivables securitization programs. For the size, terms and maturities attached to these programs, refer to the

narrative included in “Note 14. Debt” of the 2024 Consolidated Financial Statements.

As of September 30, 2025, the gross amount of receivables contractually available to collateralize the €100 million 2029 trade

receivables securitization program was €322 million (December 31, 2024: €318 million). As of September 30, 2025, the facility was

fully utilized (December 31, 2024: undrawn available borrowings under this facility were $104 million).

As of September 30, 2025, the gross amount of receivables contractually available to collateralize the €230 million 2029 trade

receivables securitization program was €431 million (December 31, 2024: €421 million). As of September 30, 2025, undrawn

available borrowings were $94 million (December 31, 2024: $234 million).

As of September 30, 2025, the gross amount of receivables contractually available to collateralize the maximum available borrowings

of the $700 million 2027 program was $1,129 million (December 31, 2024: $1,077 million). As of September 30, 2025, maximum

available borrowings were $695 million (December 31, 2024: $676 million). As of September 30, 2025, undrawn available

borrowings under this facility were $145 million (December 31, 2024: $241 million).

Smurfit Westrock plc

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

13. Income Taxes

The effective tax rate for the three and nine months ended September 30, 2025 was 27.1% and 23.3%, respectively. For the three

months ended September 30, 2025, the effective tax rate was primarily impacted by (i) tax expense associated with an increase in

unrecognized tax benefits (offset by certain indirect tax benefits) of $26 million, (ii) tax benefit associated with the resolution of

$7 million of unrecognized tax benefits (due to the settlement of a tax authority examination), along with the release of $13 million of

accrued interest and other impacts associated with the uncertain tax benefits, (iii) tax benefit associated with a non-recurring

adjustment to certain deferred tax assets of $25 million (iv) losses during the period that have not been recognized due to uncertainty

regarding their future realization, and (v) certain non-deductible expenses and other non-recurring items.

For the nine months ended September 30, 2025, the effective tax rate was primarily impacted by (i) tax expense associated with an

increase in unrecognized tax benefits (offset by certain indirect tax benefits) of $40 million, (ii) tax benefit associated with the

resolution of $7 million of unrecognized tax benefits (due to the settlement of a tax authority examination), along with the release of

$13 million of accrued interest and other impacts associated with the uncertain tax benefits, (iii) the tax benefit associated with the

resolution of $72 million of unrecognized tax benefits (due to the lapse of the statute of limitations), along with the release of

$24 million of accrued interest and penalties associated with the unrecognized tax benefits, (iv) tax benefit associated with a non-

recurring adjustment to certain deferred tax assets of $25 million, (v) losses during the period that have not been recognized due to

uncertainty regarding their future realization, (vi) the geographical mix of where earnings are generated, and (vii) certain non-

deductible expenses and other non-recurring items.

The effective tax rate for the three and nine months ended September 30, 2024 was (28.2)% and 48.7%, respectively. The effective tax

rates were impacted by (i) the geographical mix of income in jurisdictions subject to tax at different tax rates, (ii) the tax effects of

transaction expenses associated with the Combination, which were generally not deductible for tax, partially offset by (iii) non-

recurring income not subject to tax, (iv) a reduction in tax on unremitted foreign earnings, and (v) other non-recurring items.

During the nine months ended September 30, 2025 and September 30, 2024, cash paid for income taxes, net of refunds, was

$314 million and $229 million, respectively.

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.

14. Retirement Plans

The net periodic benefit (income) cost recognized in the Condensed Consolidated Statements of Operations is composed of the

following:

Defined Benefit Pension PlansDefined Benefit Pension Plans
U.S. PlansNon-U.S. PlansU.S. PlansNon-U.S. Plans
Three months ended September 30,Nine months ended September 30,
20252024202520242025202420252024
Service cost$5$5$10$9$15$5$28$22
Interest cost515036361555310678
Expected return on assets(68)(70)(37)(34)(204)(71)(109)(78)
Amortization of:
Net actuarial loss——99——2529
Prior service credit———(1)——(1)(1)
Settlement loss———————19
Net periodic benefit (income) cost$(12)$(15)$18$19$(34)$(13)$49$69

Smurfit Westrock plc

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

Other Postretirement Benefit PlansOther Postretirement Benefit Plans
Three months ended September 30,Nine months ended September 30,
2025202420252024
Service cost$1$1$2$2
Interest cost2252
Amortization of:
Net actuarial loss(1)—(1)—
Net periodic benefit cost$2$3$6$4

Service cost is included within “Cost of goods sold” and “Selling, general and administrative expenses” while all other components

are recorded within “Pension and other postretirement non-service income (expense), net”.

Pension Plan Contributions and Benefit Payments

There were no changes in connection to the funding standards and funding requirements for our qualified and approved pension plans.

The contributions paid and expected to be paid during the current fiscal year are not significantly different from the amounts as

disclosed in “Note 18. Retirement Plans” of the 2024 Consolidated Financial Statements.

Multiemployer Plans

We participate in several multiemployer pension plans (“MEPPs”) that provide retirement benefits to certain union employees in

accordance with various collective bargaining agreements and we have participated in other MEPPs in the past. The multiemployer

plan expense was immaterial for the three and nine months ended September 30, 2025 and September 30, 2024. In the normal course

of business, we evaluate our potential exposure to MEPPs, including potential withdrawal liabilities.

At September 30, 2025, we had recorded withdrawal liabilities of $127 million (December 31, 2024: $131 million).

Deferred Compensation Arrangements

We have financial assets related to supplemental retirement savings plans (“Supplemental Plans”) that are carried at cash surrender

value. These Supplemental Plans are nonqualified deferred compensation plans where participants’ accounts are credited with

investment gains and losses in accordance with their investment election or elections. The investment alternatives under the

Supplemental Plans are generally similar to investment alternatives available under 401(k) plans. Assets and liabilities held in respect

of these Supplemental Plans were carried at $196 million and $155 million, respectively, as of September 30, 2025 (December 31,

2024: $185 million and $168 million, respectively).

Smurfit Westrock plc

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

15. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:

Three months ended September 30,Nine months ended September 30,
2025202420252024
Numerator:
Net income (loss) attributable to common shareholders$246$(150)$602$173
Denominator:
Basic weighted average shares outstanding522508521342
Effect of dilutive share options4—42
Diluted weighted average shares outstanding526508525344
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

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume

conversion of all dilutive potential ordinary shares. These comprise restricted stock units, performance stock units and performance

shares issued under the Company’s long-term incentive plans.

The following weighted average share-based compensation awards were not included in computing diluted earnings per share because

the effect would have been antidilutive:

Three months ended September 30,Nine months ended September 30,
2025202420252024
Performance stock units—7——
Restricted stock units—3——
Total antidilutive shares—10——

16. Commitments and Contingencies

Brazil Tax Liability

Our subsidiary, WestRock, is challenging claims by the Brazil Federal Revenue Department that we underpaid taxes as a result of

amortization of goodwill generated by the 2002 merger of two of its Brazilian subsidiaries. The matter has proceeded through the

Brazil Administrative Council of Tax Appeals (“CARF”) principally in two proceedings, covering tax years 2003 to 2008 and 2009 to

  1. WestRock was assessed additional taxes, penalties, and interest in both CARF proceedings. In the proceeding for the tax years

2003 to 2008, WestRock was also assessed penalties and interest for fraud, but WestRock won the fraud claim in the proceeding for

the tax years 2009 to 2012. WestRock subsequently filed two lawsuits in Brazilian federal courts seeking annulment of the adverse

CARF decisions. In February 2025, the federal court adjudicating the WestRock challenge to CARF's decision against WestRock for

the 2003 and 2008 period issued a ruling in favor of WestRock nullifying the financial assessments in that case. The decision of the

federal court was appealed by the tax authorities.

Smurfit Westrock plc

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

We assert that we have no liability in these matters. The total amount in dispute in the two cases before CARF and in the annulment

actions relating to the claimed tax deficiency was R$780 million ($146 million) as of September 30, 2025, including various penalties

and interest. Resolution of the tax positions could have a material adverse effect on our cash flows and results of operations or

materially benefit our results of operations in future periods depending upon their ultimate resolution.

Asbestos-Related Litigation

We have been named as a defendant in asbestos-related personal injury litigation, primarily in relation to the historical operations of

certain companies acquired by the Company. To date, the costs resulting from the litigation, including settlement costs, have not been

significant. We accrue for the estimated value of pending claims and litigation costs using historical claims information, as well as the

estimated value of future claims based on our historical claims experience. As of September 30, 2025, there were approximately 715

such lawsuits. We believe that we have substantial insurance coverage, subject to applicable deductibles and policy limits, with respect

to asbestos claims. We also believe we have valid defenses to these asbestos-related personal injury claims and intend to continue to

contest these matters vigorously. Should the Company’s litigation profile change substantially, or if there are adverse developments in

applicable law, it is possible that the Company could incur significantly more costs resolving these cases. We record asbestos-related

insurance recoveries that are deemed probable. In assessing the probability of insurance recovery, we make judgments concerning

insurance coverage that we believe are reasonable and consistent with our historical dealings and our knowledge of any pertinent

solvency issues surrounding the insurers. The Company currently does not expect the resolution of pending asbestos litigation and

proceedings to have a material adverse effect on the Company’s results of operations, financial condition or cash flows. As of

September 30, 2025, the Company had estimated liabilities in respect of these matters of $81 million and estimated insurance

recoveries of $50 million.

Italian Competition Authority Investigation

In August 2019, the Italian Competition Authority (the “AGCM”) notified approximately 30 companies, of which Smurfit Kappa

Italia, a subsidiary of Smurfit Westrock, was one, that an investigation had found the companies to have engaged in anti-competitive

practices, in relation to which the AGCM levied a fine of approximately $138 million on Smurfit Kappa Italia, which was paid in

In October 2019, Smurfit Kappa Italia appealed the AGCM’s decision to the First Administrative Court of Appeal (TAR Lazio),

however Smurfit Kappa Italia was later notified that this appeal had been unsuccessful. In September 2021, Smurfit Kappa Italia filed

a further appeal to the Council of State which published its ruling in February 2023. While some grounds of appeal were dismissed,

the Council of State upheld Smurfit Kappa Italia’s arguments regarding the quantification of the fine. As a result, the AGCM was

directed to recalculate Smurfit Kappa Italia’s fine. On March 7, 2024, the AGCM notified Smurfit Kappa Italia that its fine had been

reduced by approximately $18 million. Smurfit Kappa Italia has appealed the amount of this reduction and a decision on that appeal is

expected in the second quarter of 2026.

Separate to these proceedings regarding the fine, in May 2023, Smurfit Kappa Italia filed an application with the Council of State for

revocation of the February 2023 ruling to the extent that it failed to consider certain pleas that had been raised by Smurfit Kappa Italia

on appeal. That application was rejected in July 2025.

After publication of the AGCM’s August 2019 decision, a number of purchasers of corrugated sheets and boxes initiated litigation

proceedings against Smurfit Kappa companies, alleging that they were harmed by the alleged anti-competitive practices and seeking

damages. In addition, other parties have threatened litigation against Smurfit Westrock seeking damages (either specified or

unspecified). The Company believes it has significant defenses to the damages claims and intends to vigorously defend the current and

any future litigation.

Smurfit Westrock plc

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

International Arbitration Against Venezuela

Smurfit Kappa, which is now a subsidiary of Smurfit Westrock, announced in 2018 that due to the Government of Venezuela’s

measures, Smurfit Kappa no longer exercised control over the business of Smurfit Kappa Carton de Venezuela. Smurfit Kappa’s

Venezuelan operations were therefore deconsolidated in the third quarter of 2018. Later that year, Smurfit Kappa’s wholly owned

subsidiary, Smurfit Holdings BV, filed an international arbitration claim against the Bolivarian Republic of Venezuela before the

World Bank’s International Center for Settlement of Investment Disputes (“ICSID”) seeking compensation for Venezuela’s unlawful

seizure of its Venezuelan business as well as for other arbitrary, inconsistent and disproportionate State measures that destroyed the

value of its investments in Venezuela. Following the exchange of written submissions, an oral hearing was held in September 2022 in

Paris.

On August 28, 2024, upon the completion of its deliberations, the arbitral tribunal issued an award granting Smurfit Holdings BV,

then a wholly owned subsidiary of Smurfit Westrock, compensation in excess of $469 million, plus legal costs of $5 million, plus

interest from May 31, 2024, until the date of payment (the “Award”). In September 2024, Smurfit Holdings BV initiated proceedings

against the Bolivarian Republic of Venezuela to enforce the Award. In December 2024, the Bolivarian Republic of Venezuela applied

to ICSID to annul the Award. An Annulment Committee has since been formed by ICSID to decide on this application.

U.S. Antitrust Violations Class Action

On July 29, 2025, Smurfit Westrock plc, Smurfit Kappa North America LLC, WestRock CP, LLC and seven other industry

participants were named as defendants in a class action lawsuit filed in the U.S. District Court for the Northern District of Illinois

alleging violations of U.S. antitrust laws. The lawsuit alleges violations of Sections 1 and 3 of the Sherman Act, asserting that the

defendants conspired to fix, raise and maintain supracompetitive prices for containerboard sheets, linerboard sheets, and finished

packaging products made from containerboard and/or linerboard in the United States. The complaint seeks damages, including treble

damages under the Clayton Act, pre- and post-judgment interest, injunctive relief and litigation expenses and attorneys’ fees. The

Company believes that it has substantial defenses and intends to vigorously defend against the lawsuit. While the Company is

currently unable to determine the ultimate outcome of this matter or estimate the range of potential loss due to the early stage of this

proceeding, it is possible that an adverse outcome could have a material impact on its financial condition, results of operations, or cash

flows. On October 17, 2025, the plaintiff voluntarily dismissed Smurfit Westrock plc from the lawsuit without prejudice to seek to

rejoin it at a later date. The Company’s subsidiaries Smurfit Kappa North America LLC and WestRock CP, LLC remain defendants in

the lawsuit.

Other Litigation

We are a defendant in a number of other lawsuits and claims arising out of the conduct of our business. While the ultimate results of

such suits or other proceedings against us cannot be predicted as of the date of this Quarterly Report on Form 10-Q, we believe the

resolution of these other matters will not have a material adverse effect on our results of operations, financial condition or cash flows.

17. Supplier Finance Program Obligations

The outstanding payment obligations to financial institutions under supplier finance programs were $367 million and $450 million as

of September 30, 2025 and December 31, 2024, respectively.

18. Variable Interest Entities

Trade Receivables Securitization Arrangements

The Company is a party to arrangements involving securitization of its trade receivables. The carrying values of the restricted asset

and limited recourse liability as of September 30, 2025 ($881 million and $294 million, respectively) and as of December 31, 2024

($765 million and $5 million, respectively) approximate their fair values due to the short-term nature of the securitized assets and the

floating rates of the liabilities.

Smurfit Westrock plc

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

Timber Note Receivable Securitization Arrangement

The Company is also a party to an arrangement involving securitization of its note receivable. The carrying values of the restricted

asset and non-recourse liability as of September 30, 2025 ($390 million and $334 million, respectively) and as of December 31, 2024

($387 million and $333 million, respectively) approximate their fair values due to their floating rates. The fair values of the restricted

assets and non-recourse liabilities are classified as level 2 within the fair value hierarchy.

Green Power Solutions

The vehicle held unrestricted cash of $2 million as of September 30, 2025 and December 31, 2024.

For the details of the structure, purpose, legal terms and conclusions as to the primary beneficiary of these Variable Interest Entities

(“VIEs”), refer to “Note 22. Variable Interest Entities” of the 2024 Consolidated Financial Statements.

The carrying amounts of the assets and liabilities of VIEs reported within the Condensed Consolidated Balance Sheets are set out in

the following table:

September 30,December 31,
20252024
Assets
Current assets:
Cash and cash equivalents$4$2
Accounts receivable882767
Other current assets5—
Non-current assets:
Property, plant and equipment, net6260
Other non-current assets393389
Total assets$1,346$1,218
Liabilities
Current liabilities:
Accounts payable$—$6
Current portion of debt12
Other current liabilities82
Non-current liabilities:
Non-current debt due after one year2958
Other non-current liabilities334335
Total liabilities$638$353

Smurfit Westrock plc

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

19. Accumulated Other Comprehensive Loss

The tables below summarize the changes in accumulated other comprehensive loss by component for the three months ended

September 30, 2025 and 2024:

Foreign Currency TranslationCash Flow HedgesDefined Benefit Pension and Other Postretirement Benefit PlansOther Reserves**(1)**Total**(2)**
Balance at June 30, 2024$1,056$13$753$(751)$1,071
Other comprehensive (income) loss(86)—26—(60)
Balance at September 30, 2024$970$13$779$(751)$1,011
Balance at June 30, 2025$594$18$567$(751)$428
Other comprehensive income(66)(1)(14)—(81)
Balance at September 30, 2025$528$17$553$(751)$347

(1) This relates to a reverse acquisition reserve which arose on the creation of a new parent of the Company prior to the United

Kingdom and Ireland listings.

(2) All amounts are net of tax and noncontrolling interest.

The tables below summarize the changes in accumulated other comprehensive loss by component for the nine months ended

September 30, 2025 and 2024:

Foreign Currency TranslationCash Flow HedgesDefined Benefit Pension and Other Postretirement Benefit PlansOther Reserves**(1)**Total**(2)**
Balance at December 31, 2023$789$16$793$(751)$847
Other comprehensive loss (income)181(3)(14)—164
Balance at September 30, 2024$970$13$779$(751)$1,011
Balance at December 31, 2024$1,684$16$497$(751)$1,446
Other comprehensive (income) loss(1,156)156—(1,099)
Balance at September 30, 2025$528$17$553$(751)$347

(1) This relates to a reverse acquisition reserve which arose on the creation of a new parent of the Company prior to the United

Kingdom and Ireland listings.

(2) All amounts are net of tax and noncontrolling interest.

Smurfit Westrock plc

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

A summary of the components of other comprehensive income, including noncontrolling interest, for the three months ended

September 30, 2025, and 2024, is as follows:

Three months ended September 30,
20252024
Pre-TaxTaxNet of TaxPre-TaxTaxNet of Tax
Foreign currency translation gain$66$—$66$86$—$86
Defined benefit pension and other postretirement benefit plans:
Amortization and settlement recognition of net actuarial loss8(1)79(1)8
Amortization of prior service credit———(1)—(1)
Foreign currency gain (loss) - pensions7—7(33)—(33)
Changes in fair value of cash flow hedges1—1———
Consolidated other comprehensive income82(1)8161(1)60
Other comprehensive income attributable to noncontrolling interests——————
Other comprehensive income attributable to common shareholders$82$(1)$81$61$(1)$60

A summary of the components of other comprehensive income (loss), including noncontrolling interest, for the nine months ended

September 30, 2025, and 2024, is as follows:

Nine months ended September 30,
20252024
Pre-TaxTaxNet of TaxPre-TaxTaxNet of Tax
Foreign currency translation gain (loss)$1,156$—$1,156$(181)$—$(181)
Defined benefit pension and other postretirement benefit plans:
Net actuarial loss arising during period(14)4(10)(1)—(1)
Amortization and settlement recognition of net actuarial loss24(4)2048(12)36
Prior service cost arising during period(5)1(4)———
Amortization of prior service credit(1)—(1)(1)—(1)
Foreign currency loss - pensions(61)—(61)(20)—(20)
Changes in fair value of cash flow hedges(1)—(1)3—3
Consolidated other comprehensive income (loss)1,09811,099(152)(12)(164)
Other comprehensive income attributable to noncontrolling interests——————
Other comprehensive income (loss) attributable to common shareholders$1,098$1$1,099$(152)$(12)$(164)

20. Subsequent Events

Dividend Approval

On October 29, 2025, the Company announced that its Board of Directors approved a quarterly dividend of $0.4308 per share on its

ordinary shares. The quarterly dividend of $0.4308 per ordinary share is payable December 18, 2025 to shareholders of record at the

close of business on November 14, 2025.

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