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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

OVERVIEW

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

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

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

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

Transaction Agreement and Combination with WestRock

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.