Item 1. Financial Statements
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Item 1. Financial Statements
Smurfit Westrock plc
Condensed Consolidated Statements of Operations (Unaudited)
(in millions, except per share data)
| Three months ended June 30, | Six months ended June 30, | ||||||
| 2026 | 2025 | 2026 | 2025 | ||||
| Net sales | $8,031 | $7,940 | $15,743 | $15,596 | |||
| Cost of goods sold | (6,632) | (6,425) | (13,076) | (12,504) | |||
| Gross profit | 1,399 | 1,515 | 2,667 | 3,092 | |||
| Selling, general and administrative expenses | (970) | (963) | (1,931) | (1,936) | |||
| Impairment and restructuring costs | (119) | (280) | (173) | (295) | |||
| Transaction and integration-related expenses associated with the Combination | (1) | (21) | (1) | (57) | |||
| Operating profit | 309 | 251 | 562 | 804 | |||
| Interest expense, net | (179) | (182) | (345) | (349) | |||
| Pension and other postretirement non-service income, net | 10 | 7 | 18 | 16 | |||
| Other expense, net | (12) | (18) | (23) | (23) | |||
| Income before income taxes | 128 | 58 | 212 | 448 | |||
| Income tax expense | (40) | (84) | (61) | (92) | |||
| Net income (loss) | 88 | (26) | 151 | 356 | |||
| Net loss (income) attributable to noncontrolling interests | 1 | (2) | 3 | — | |||
| Net income (loss) attributable to common shareholders | $89 | $(28) | $154 | $356 | |||
| Basic earnings (loss) per share attributable to common shareholders | $0.17 | $(0.05) | $0.29 | $0.68 | |||
| Diluted earnings (loss) per share attributable to common shareholders | $0.17 | $(0.05) | $0.29 | $0.68 | |||
| The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements. |
Smurfit Westrock plc
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
(in millions)
| Three months ended June 30, | Six months ended June 30, | ||||||
| 2026 | 2025 | 2026 | 2025 | ||||
| Net income (loss) | $88 | $(26) | $151 | $356 | |||
| Other comprehensive income, net of tax: | |||||||
| Foreign currency translation gain | 93 | 712 | 19 | 1,090 | |||
| Defined benefit pension and other postretirement benefit plans | 10 | (56) | 30 | (70) | |||
| Net loss on cash flow hedges | (1) | (5) | — | (2) | |||
| Other comprehensive income, net of tax | 102 | 651 | 49 | 1,018 | |||
| Comprehensive income | 190 | 625 | 200 | 1,374 | |||
| Comprehensive loss (income) attributable to noncontrolling interests | 1 | (2) | 3 | — | |||
| Comprehensive income attributable to common shareholders | $191 | $623 | $203 | $1,374 | |||
| The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements. |
Smurfit Westrock plc
Condensed Consolidated Balance Sheets (Unaudited)
(in millions, except share and per share data)
| June 30, 2026 | December 31, 2025 | ||
| Assets | |||
| Current assets: | |||
| Cash and cash equivalents (amounts related to consolidated variable interest entities of $1 million and $3 million at June 30, 2026 and December 31, 2025, respectively) | $677 | $892 | |
| Accounts receivable, net (amounts related to consolidated variable interest entities of $860 million and $876 million at June 30, 2026 and December 31, 2025, respectively) | 4,922 | 4,268 | |
| Inventories | 3,612 | 3,693 | |
| Other current assets | 1,607 | 1,586 | |
| Total current assets | 10,818 | 10,439 | |
| Property, plant and equipment, net | 22,672 | 23,232 | |
| Goodwill | 7,175 | 7,218 | |
| Intangibles, net | 1,021 | 1,059 | |
| Prepaid pension asset | 677 | 616 | |
| Other non-current assets (amounts related to consolidated variable interest entities of $394 million and $393 million at June 30, 2026 and December 31, 2025, respectively) | 2,838 | 2,593 | |
| Total assets | $45,201 | $45,157 | |
| Liabilities and Equity | |||
| Current liabilities: | |||
| Accounts payable | $3,467 | $3,597 | |
| Accrued expenses | 651 | 601 | |
| Accrued compensation and benefits | 820 | 997 | |
| Current portion of debt | 931 | 346 | |
| Other current liabilities | 1,607 | 1,523 | |
| Total current liabilities | 7,476 | 7,064 | |
| Non-current debt due after one year (amounts related to consolidated variable interest entities of $366 million and $376 million at June 30, 2026 and December 31, 2025, respectively) | 13,233 | 13,427 | |
| Deferred tax liabilities | 3,365 | 3,297 | |
| Pension liabilities and other postretirement benefits, net of current portion | 672 | 697 | |
| Other non-current liabilities (amounts related to consolidated variable interest entities of $336 million and $335 million at June 30, 2026 and December 31, 2025, respectively) | 2,395 | 2,318 | |
| Total liabilities | 27,141 | 26,803 | |
| Commitments and Contingencies (Note 14) | |||
| 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; 524,522,908 and 522,310,486 shares outstanding at June 30, 2026 and December 31, 2025, respectively | 1 | 1 | |
| Treasury stock, at cost; 706,129 and 1,449,320 common stock at June 30, 2026, and December 31, 2025, respectively | (34) | (64) | |
| Capital in excess of par value | 16,125 | 16,083 | |
| Accumulated other comprehensive loss | (299) | (348) | |
| Retained earnings | 2,243 | 2,655 | |
| Total shareholders’ equity | 18,036 | 18,327 | |
| Noncontrolling interests | 24 | 27 | |
| Total equity | 18,060 | 18,354 | |
| Total liabilities and equity | $45,201 | $45,157 |
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)
| Six months ended June 30, | |||
| 2026 | 2025 | ||
| Operating activities: | |||
| Net income | $151 | $356 | |
| Adjustments to reconcile consolidated net income to net cash provided by operating activities: | |||
| Depreciation, depletion and amortization | 1,406 | 1,216 | |
| Impairment of assets | 107 | 184 | |
| Cash surrender value increase in excess of premiums paid | (25) | (20) | |
| Share-based compensation expense | 55 | 79 | |
| Deferred income tax benefit | (105) | (127) | |
| Pension and other postretirement funding more than cost | (59) | (59) | |
| Other | (1) | 6 | |
| Change in operating assets and liabilities, net of acquisitions and divestitures: | |||
| Accounts receivable | (666) | (434) | |
| Inventories | 73 | (55) | |
| Other assets | 24 | (47) | |
| Accounts payable | 95 | (35) | |
| Income taxes | (49) | 9 | |
| Accrued liabilities and other | (37) | (9) | |
| Net cash provided by operating activities | 969 | 1,064 | |
| Investing activities: | |||
| Capital expenditures | (1,089) | (999) | |
| Cash paid for purchase of businesses, net of cash acquired | (19) | (5) | |
| Proceeds from corporate owned life insurance | 11 | 3 | |
| Proceeds from sale of property, plant and equipment | 19 | — | |
| Other | 3 | 5 | |
| Net cash used for investing activities | (1,075) | (996) | |
| Financing activities: | |||
| Additions to debt | 48 | 498 | |
| Repayments of debt | (48) | (121) | |
| Debt issuance costs | (4) | (6) | |
| Changes in commercial paper, net | 446 | (18) | |
| Other debt additions (repayments), net | 20 | (18) | |
| Repayments of finance lease liabilities | (27) | (23) | |
| Proceeds from re-issuance of shares from treasury stock | 14 | — | |
| Tax paid in connection with shares withheld from employees | (85) | (67) | |
| Cash dividends paid to shareholders | (474) | (450) | |
| Other | 1 | 1 | |
| Net cash used for financing activities | (109) | (204) | |
| Effect of exchange rate changes on cash and cash equivalents | — | 59 | |
| Decrease in cash and cash equivalents | (215) | (77) | |
| Cash and cash equivalents at beginning of period | 892 | 855 | |
| Cash and cash equivalents at end of period | $677 | $778 |
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)
| Shares of Common Stock | Common Stock | Capital in Excess of Par Value | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Total Shareholders' Equity | Noncontrolling Interests | Total | |
| Balance at March 31, 2026 | 524 | $1 | $16,095 | $(34) | $2,397 | $(401) | $18,058 | $25 | $18,083 |
| Net income | — | — | — | — | 89 | — | 89 | (1) | 88 |
| Other comprehensive income, net of tax | — | — | — | — | — | 102 | 102 | — | 102 |
| Share-based compensation | — | — | 26 | — | — | — | 26 | — | 26 |
| Issuance of common stock net of tax paid in connection with shares withheld from employees | 1 | — | — | — | (2) | — | (2) | — | (2) |
| Dividends declared ($0.45 per share)(1) | — | — | 4 | — | (241) | — | (237) | — | (237) |
| Balance at June 30, 2026 | 525 | $1 | $16,125 | $(34) | $2,243 | $(299) | $18,036 | $24 | $18,060 |
| Shares of Common Stock | Common Stock | Capital in Excess of Par Value | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Total Shareholders' Equity | Noncontrolling Interests | Total | |
| Balance at March 31, 2025 | 522 | $1 | $15,977 | $(65) | $3,030 | $(1,079) | $17,864 | $25 | $17,889 |
| Net loss | — | — | — | — | (28) | — | (28) | 2 | (26) |
| Other comprehensive income, net of tax | — | — | — | — | — | 651 | 651 | — | 651 |
| Share-based compensation | — | — | 38 | — | — | — | 38 | — | 38 |
| Issuance of common stock net of tax paid in connection with shares withheld from employees | — | — | — | — | (3) | — | (3) | — | (3) |
| Dividends declared ($0.43 per share)(1) | — | — | 3 | — | (228) | — | (225) | — | (225) |
| Balance at June 30, 2025 | 522 | $1 | $16,018 | $(65) | $2,771 | $(428) | $18,297 | $27 | $18,324 |
(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)
| Shares of Common Stock | Common Stock | Capital in Excess of Par Value | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Total Shareholders' Equity | Noncontrolling Interests | Total | |
| Balance at December 31, 2025 | 522 | $1 | $16,083 | $(64) | $2,655 | $(348) | $18,327 | $27 | $18,354 |
| Net income | — | — | — | — | 154 | — | 154 | (3) | 151 |
| Other comprehensive income, net of tax | — | — | — | — | — | 49 | 49 | — | 49 |
| Share-based compensation | — | — | 50 | — | — | — | 50 | — | 50 |
| Shares distributed by Smurfit Kappa Employee Trust, net of tax paid in connection with shares withheld from employees | — | — | (18) | 18 | (15) | — | (15) | — | (15) |
| Re-issuance of shares by Smurfit Kappa Employee Trust | — | — | 3 | 11 | — | — | 14 | — | 14 |
| Issuance of common stock net of tax paid in connection with shares withheld from employees | 3 | — | 1 | — | (70) | — | (69) | — | (69) |
| Cancellation of shares held in treasury stock by Smurfit Kappa Employee Trust | — | — | — | 1 | (1) | — | — | — | — |
| Dividends declared ($0.90 per share)(1) | — | — | 6 | — | (480) | — | (474) | — | (474) |
| Balance at June 30, 2026 | 525 | $1 | $16,125 | $(34) | $2,243 | $(299) | $18,036 | $24 | $18,060 |
(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)
| Shares of Common Stock | Common Stock | Capital in Excess of Par Value | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Total Shareholders' Equity | Noncontrolling Interests | Total | |
| Balance at December 31, 2024 | 520 | $1 | $15,948 | $(93) | $2,950 | $(1,446) | $17,360 | $27 | $17,387 |
| Net income | — | — | — | — | 356 | — | 356 | — | 356 |
| Other comprehensive income, net of tax | — | — | — | — | — | 1,018 | 1,018 | — | 1,018 |
| Share-based compensation | — | — | 79 | — | — | — | 79 | — | 79 |
| Shares distributed by Smurfit Kappa Employee Trust | — | — | (17) | 17 | — | — | — | — | — |
| Issuance of common stock net of tax paid in connection with shares withheld from employees | 2 | — | 1 | — | (67) | — | (66) | — | (66) |
| Cancellation of shares held in treasury stock by Smurfit Kappa Employee Trust | — | — | — | 11 | (11) | — | — | — | — |
| Dividends declared ($0.86 per share)(1) | — | — | 7 | — | (457) | — | (450) | — | (450) |
| Balance at June 30, 2025 | 522 | $1 | $16,018 | $(65) | $2,771 | $(428) | $18,297 | $27 | $18,324 |
(1) 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, 2025 from the audited consolidated financial statements
included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 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. for interim financial information and with Article 10 of Regulation S-X of the Securities and
Exchange Commission. Accordingly, they omit certain notes and other information from the 2025 Consolidated Financial Statements.
Therefore, these Condensed Consolidated Financial Statements should be read in conjunction with the 2025 Consolidated Financial
Statements. The results for the three and six months ended June 30, 2026 are not necessarily indicative of results that may be expected
for the full year.
The preparation of the Condensed Consolidated Financial Statements 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 2025 Consolidated Financial Statements.
1.4. New Accounting Standards Recently Adopted
During the six months ended June 30, 2026 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.
1.5. New Accounting Standards Not Yet Adopted
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. 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 before income taxes, unallocated corporate costs,
depreciation, depletion and amortization, interest expense, net, pension and other postretirement non-service income, net, share-based
compensation expense, other expense, net, impairment and restructuring costs, transaction and integration-related expenses associated
with the Combination and other specific items that management believes are not indicative of the ongoing operating results of the
business.
The following tables show selected financial data for our segments. Total assets by segment are not disclosed as this information is not
regularly provided to the Company’s chief operating decision maker (“CODM”).
| Three months ended June 30, 2026 | North America | Europe, MEA and APAC | LATAM | Total | |||
| Net sales (unaffiliated customers) | $4,656 | $2,816 | $559 | $8,031 | |||
| Add net sales (intersegment) | 87 | 10 | — | 97 | |||
| Net sales (aggregate) | 4,743 | 2,826 | 559 | 8,128 | |||
| Less segment expenses: | |||||||
| Segment cost of goods sold | (3,596) | (2,114) | (388) | ||||
| Segment selling, general and administrative expenses | (443) | (332) | (47) | ||||
| (4,039) | (2,446) | (435) | (6,920) | ||||
| Segment Adjusted EBITDA | $704 | $380 | $124 | $1,208 | |||
| Unallocated corporate costs | (68) | ||||||
| Depreciation, depletion and amortization | (678) | ||||||
| Impairment and restructuring costs | (119) | ||||||
| Transaction and integration-related expenses associated with the Combination | (1) | ||||||
| Interest expense, net | (179) | ||||||
| Pension and other postretirement non-service income, net | 10 | ||||||
| Share-based compensation expense | (27) | ||||||
| Other expense, net | (12) | ||||||
| Other adjustments | (6) | ||||||
| Income before income taxes | $128 |
Other adjustments in the table above include losses at closed facilities of $6 million.
Smurfit Westrock plc
Notes to Condensed Consolidated Financial Statements (Unaudited)
(in millions, except per share data)
| Three months ended June 30, 2025 | North America | Europe, MEA and APAC | LATAM | Total | |||
| Net sales (unaffiliated customers) | $4,652 | $2,773 | $515 | $7,940 | |||
| Add net sales (intersegment) | 103 | 5 | 3 | 111 | |||
| Net sales (aggregate) | 4,755 | 2,778 | 518 | 8,051 | |||
| Less segment expenses: | |||||||
| Segment cost of goods sold | (3,527) | (2,072) | (357) | ||||
| Segment selling, general and administrative expenses | (476) | (334) | (38) | ||||
| (4,003) | (2,406) | (395) | (6,804) | ||||
| Segment Adjusted EBITDA | $752 | $372 | $123 | $1,247 | |||
| Unallocated corporate costs | (34) | ||||||
| Depreciation, depletion and amortization | (613) | ||||||
| Impairment and restructuring costs | (280) | ||||||
| Transaction and integration-related expenses associated with the Combination | (21) | ||||||
| Interest expense, net | (182) | ||||||
| Pension and other postretirement non-service income, net | 7 | ||||||
| Share-based compensation expense | (36) | ||||||
| Other expense, net | (18) | ||||||
| Other adjustments | (12) | ||||||
| Income before income taxes | $58 |
Other adjustments in the table above include losses at closed facilities of $12 million.
Smurfit Westrock plc
Notes to Condensed Consolidated Financial Statements (Unaudited)
(in millions, except per share data)
| Six months ended June 30, 2026 | North America | Europe, MEA and APAC | LATAM | Total | |||
| Net sales (unaffiliated customers) | $9,063 | $5,581 | $1,099 | $15,743 | |||
| Add net sales (intersegment) | 182 | 16 | — | 198 | |||
| Net sales (aggregate) | 9,245 | 5,597 | 1,099 | 15,941 | |||
| Less segment expenses: | |||||||
| Segment cost of goods sold | (7,055) | (4,142) | (763) | ||||
| Segment selling, general and administrative expenses | (889) | (654) | (103) | ||||
| (7,944) | (4,796) | (866) | (13,606) | ||||
| Segment Adjusted EBITDA | $1,301 | $801 | $233 | $2,335 | |||
| Unallocated corporate costs | (119) | ||||||
| Depreciation, depletion and amortization | (1,406) | ||||||
| Impairment and restructuring costs | (173) | ||||||
| Transaction and integration-related expenses associated with the Combination | (1) | ||||||
| Interest expense, net | (345) | ||||||
| Pension and other postretirement non-service income, net | 18 | ||||||
| Share-based compensation expense | (55) | ||||||
| Other expense, net | (23) | ||||||
| Other adjustments | (19) | ||||||
| Income before income taxes | $212 |
Other adjustments in the table above include losses at closed facilities of $19 million.
Smurfit Westrock plc
Notes to Condensed Consolidated Financial Statements (Unaudited)
(in millions, except per share data)
| Six months ended June 30, 2025 | North America | Europe, MEA and APAC | LATAM | Total | |||
| Net sales (unaffiliated customers) | $9,230 | $5,349 | $1,017 | $15,596 | |||
| Add net sales (intersegment) | 194 | 11 | 14 | 219 | |||
| Net sales (aggregate) | 9,424 | 5,360 | 1,031 | 15,815 | |||
| Less segment expenses: | |||||||
| Segment cost of goods sold | (6,914) | (3,974) | (704) | ||||
| Segment selling, general and administrative expenses | (973) | (625) | (89) | ||||
| (7,887) | (4,599) | (793) | (13,279) | ||||
| Segment Adjusted EBITDA | $1,537 | $761 | $238 | $2,536 | |||
| Unallocated corporate costs | (71) | ||||||
| Depreciation, depletion and amortization | (1,216) | ||||||
| Impairment and restructuring costs | (295) | ||||||
| Transaction and integration-related expenses associated with the Combination | (57) | ||||||
| Interest expense, net | (349) | ||||||
| Pension and other postretirement non-service income, net | 16 | ||||||
| Share-based compensation expense | (79) | ||||||
| Other expense, net | (23) | ||||||
| Other adjustments | (14) | ||||||
| Income before income taxes | $448 |
Other adjustments in the table above include losses at closed facilities of $14 million.
| Six months ended June 30, | |||
| 2026 | 2025 | ||
| Capital expenditures: | |||
| North America | $571 | $580 | |
| Europe, MEA and APAC | 397 | 315 | |
| LATAM | 98 | 90 | |
| Total per reportable segments | $1,066 | $985 | |
| Corporate | 23 | 14 | |
| Total capital expenditures | $1,089 | $999 |
Smurfit Westrock plc
Notes to Condensed Consolidated Financial Statements (Unaudited)
(in millions, except per share data)
3. Revenue Recognition
Disaggregated Revenue
The following tables summarize our disaggregated revenue with unaffiliated customers by product type and segment for the three and
six months ended June 30, 2026 and 2025. Net sales are attributed to segments based on the location of production.
| Three months ended June 30, 2026 | |||||||
| North America | Europe, MEA and APAC | LATAM | Total | ||||
| Revenue by product: | |||||||
| Paper | $1,156 | $386 | $43 | $1,585 | |||
| Packaging | 3,500 | 2,430 | 516 | 6,446 | |||
| Total | $4,656 | $2,816 | $559 | $8,031 |
| Three months ended June 30, 2025 | |||||||
| North America | Europe, MEA and APAC | LATAM | Total | ||||
| Revenue by product: | |||||||
| Paper | $1,092 | $374 | $50 | $1,516 | |||
| Packaging | 3,560 | 2,399 | 465 | 6,424 | |||
| Total | $4,652 | $2,773 | $515 | $7,940 |
| Six months ended June 30, 2026 | |||||||
| North America | Europe, MEA and APAC | LATAM | Total | ||||
| Revenue by product: | |||||||
| Paper | $2,235 | $776 | $86 | $3,097 | |||
| Packaging | 6,828 | 4,805 | 1,013 | 12,646 | |||
| Total | $9,063 | $5,581 | $1,099 | $15,743 |
| Six months ended June 30, 2025 | |||||||
| North America | Europe, MEA and APAC | LATAM | Total | ||||
| Revenue by product: | |||||||
| Paper | $2,218 | $784 | $96 | $3,098 | |||
| Packaging | 7,012 | 4,565 | 921 | 12,498 | |||
| Total | $9,230 | $5,349 | $1,017 | $15,596 |
Packaging revenue is derived mainly from the sale of corrugated and consumer packaging products. The remainder of packaging
revenue is composed of bag-in-box, packaging solutions and other paper-based packaging products.
Smurfit Westrock plc
Notes to Condensed Consolidated Financial Statements (Unaudited)
(in millions, except per share data)
Revenue Contract Balances
Contract assets relate to the manufacture of certain products that have no alternative use to us, with right to payment for performance
completed to date on these products, including a reasonable profit. Contract assets are reduced when the customer takes title to the
goods and assumes the risks and rewards for the goods. Contract liabilities represent obligations to transfer goods or services to a
customer for which we have received consideration and are reduced once control of the goods is transferred to the customer.
On the Condensed Consolidated Balance Sheets, contract assets reported within “Other current assets” were $177 million and
$170 million at June 30, 2026 and December 31, 2025, respectively, and contract liabilities reported within “Other current liabilities”
were $13 million and $6 million at June 30, 2026 and December 31, 2025, respectively.
4. Impairment and Restructuring Costs
During 2026, the Company implemented a number of restructuring actions focused on reducing costs and prioritizing capital
allocation to enhance future performance, including certain facility and asset rationalizations. These actions are not individually
material.
During 2025, the Company implemented a number of restructuring actions, including the April 2025 announcement of (i) the
permanent closure of the coated recycled board mill in St. Paul, Minnesota, U.S., (ii) discontinued production at our containerboard
mill in Forney, Texas, U.S., and (iii) the closure of two converting facilities in Germany (the “April 2025 Announced Closures”).
The components of impairment and restructuring costs are as follows for the three and six months ended June 30, 2026 and 2025:
| Three months ended June 30, | Six months ended June 30, | ||||||
| 2026 | 2025 | 2026 | 2025 | ||||
| Impairment charges | $72 | $184 | $107 | $184 | |||
| Restructuring costs | 47 | 96 | 66 | 111 | |||
| Impairment and restructuring costs | $119 | $280 | $173 | $295 |
Impairment Charges
The components of impairment charges for the three and six months ended June 30, 2026 and 2025 are as follows:
| Three months ended June 30, | Six months ended June 30, | ||||||
| 2026 | 2025 | 2026 | 2025 | ||||
| Impairment of property, plant and equipment | $57 | $167 | $77 | $167 | |||
| Impairment of other assets | 15 | 17 | 30 | 17 | |||
| Total impairment charges | $72 | $184 | $107 | $184 |
These impairment charges are recognized in the Condensed Consolidated Statements of Operations caption “Impairment and
restructuring costs”.
In the three and six months ended June 30, 2026, the Company recorded asset impairment charges of $72 million and $107 million,
respectively. The largest charges related to closing and consolidating paper mill capacity in Europe, MEA and APAC.
In the three and six months ended June 30, 2025, the Company recorded $184 million of asset impairment charges primarily related to
the April 2025 Announced Closures.
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.
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 six months ended
June 30, 2026 and 2025 is as follows:
| Three months ended June 30, | Six months ended June 30, | ||||||
| 2026 | 2025 | 2026 | 2025 | ||||
| North America | $3 | $156 | $23 | $156 | |||
| Europe, MEA and APAC | 54 | 11 | 54 | 11 | |||
| Total impairment charges recognized for property, plant and equipment | $57 | $167 | $77 | $167 |
Restructuring Costs
The segmental split of the restructuring costs shown in the table above for the three and six months ended June 30, 2026 and 2025 is
as follows:
| Three months ended June 30, | Six months ended June 30, | ||||||
| 2026 | 2025 | 2026 | 2025 | ||||
| North America | $17 | $43 | $36 | $54 | |||
| Europe, MEA and APAC | 31 | 50 | 31 | 54 | |||
| LATAM | (1) | 3 | (1) | 3 | |||
| Total restructuring costs | $47 | $96 | $66 | $111 |
The table below sets forth restructuring costs by type incurred:
| Three months ended June 30, | Six months ended June 30, | ||||||
| 2026 | 2025 | 2026 | 2025 | ||||
| Severance charges | $33 | $62 | $43 | $71 | |||
| Other costs | 14 | 34 | 23 | 40 | |||
| Total restructuring costs | $47 | $96 | $66 | $111 |
These restructuring costs are recognized in the Condensed Consolidated Statements of Operations caption “Impairment and
restructuring costs”.
As of June 30, 2026, the Company expects any future additional charges related to restructuring initiatives implemented through that
date to be immaterial.
As of June 30, 2026 and December 31, 2025, the Company had accrued liabilities of $76 million and $78 million, respectively, related
to severance charges and other costs associated with the restructuring initiatives. These are included in "Other current liabilities" in the
Company's Condensed Consolidated Balance Sheets.
The remaining obligations as at June 30, 2026 are expected to be paid within 12 months of the reporting date.
Smurfit Westrock plc
Notes to Condensed Consolidated Financial Statements (Unaudited)
(in millions, except per share data)
5. Accounts Receivable, net
Accounts receivable consists of the following:
| June 30, | December 31, | ||
| 2026 | 2025 | ||
| Gross accounts receivable | $5,130 | $4,506 | |
| Less: Allowances | (208) | (238) | |
| Accounts receivable | $4,922 | $4,268 |
Allowances include the reserves for allowance for estimated credit impairment losses, returns, early settlement discounts and rebates
(where netting requirements are met).
6. Inventories
Inventories are as follows:
| June 30, | December 31, | ||
| 2026 | 2025 | ||
| Finished goods | $1,306 | $1,432 | |
| Work-in-progress | 223 | 192 | |
| Raw materials | 1,251 | 1,287 | |
| Consumables and spare parts | 832 | 782 | |
| Inventories | $3,612 | $3,693 |
7. Property, Plant and Equipment, net
Property, plant and equipment consists of the following:
| June 30, | December 31, | ||
| 2026 | 2025 | ||
| Land and buildings | $6,041 | $5,939 | |
| Plant and equipment | 25,793 | 25,118 | |
| Construction-in-progress | 1,490 | 1,705 | |
| Finance lease right-of-use assets | 490 | 472 | |
| Property, plant and equipment at cost, excluding forestlands | 33,814 | 33,234 | |
| Less: Accumulated depreciation and impairment | (11,465) | (10,295) | |
| Property, plant and equipment, net, excluding forestlands | 22,349 | 22,939 | |
| Forestlands, net of depletion | 323 | 293 | |
| Property, plant and equipment, net | $22,672 | $23,232 |
Depreciation and depletion expense for the three months ended June 30, 2026 and 2025 was $639 million, and $575 million,
respectively, and for six months ended June 30, 2026 and 2025, was $1,329 million and $1,144 million, respectively. This is
recognized within “Cost of goods sold” and “Selling, general and administrative expenses” in the Condensed Consolidated Statements
of Operations. Depreciation and depletion expense for the three and six months ended June 30, 2026 includes $1 million and
$71 million, respectively, of accelerated depreciation related to machine closures (three and six months ended June 30, 2025:
$— million).
Smurfit Westrock plc
Notes to Condensed Consolidated Financial Statements (Unaudited)
(in millions, except per share data)
Non-cash additions to property, plant and equipment included within accounts payable were $296 million and $518 million at June 30,
2026 and December 31, 2025, respectively.
8. Interest
The components of interest expense, net are as follows:
| Three months ended June 30, | Six months ended June 30, | ||||||
| 2026 | 2025 | 2026 | 2025 | ||||
| Interest expense | $(208) | $(208) | $(406) | $(403) | |||
| Interest income | 29 | 26 | 61 | 54 | |||
| Interest expense, net | $(179) | $(182) | $(345) | $(349) |
Total cash paid for interest, net of interest received was $265 million and $283 million for the six months ended June 30, 2026 and
2025, respectively. Of this, capitalized interest paid was $5 million and $16 million for the six months ended June 30, 2026 and 2025,
respectively.
9. 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:
| June 30, 2026 | December 31, 2025 | ||||||
| Book Value | Fair Value | Book Value | Fair Value | ||||
| Debt with fixed interest rates | $11,413 | $11,401 | $11,492 | $11,616 |
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 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.
Accounts Receivable Monetization Agreements
The following table presents a summary of the accounts receivable monetization agreements for the six months ended June 30, 2026
and June 30, 2025:
| Six months ended June 30, | |||
| 2026 | 2025 | ||
| Receivable from financial institutions at January 1 | $— | $— | |
| Receivables sold to the financial institutions and derecognized | (1,123) | (1,323) | |
| Receivables collected by financial institutions | 1,146 | 1,335 | |
| Cash payments to financial institutions | (23) | (12) | |
| Receivable from financial institutions at June 30 | $— | $— |
Receivables sold under these accounts receivable monetization agreements as of the respective balance sheet dates were $636 million
and $659 million at June 30, 2026 and December 31, 2025, respectively.
Smurfit Westrock plc
Notes to Condensed Consolidated Financial Statements (Unaudited)
(in millions, except per share data)
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 for the
three months ended June 30, 2026 and 2025 was $7 million and $10 million respectively, and for the six months ended June 30, 2026
and 2025, was $15 million and $20 million, respectively. 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.
10. Debt
The following were individual components of debt:
| June 30, | December 31, | ||
| 2026 | 2025 | ||
| $600 million senior notes due 2028 | $600 | $600 | |
| $500 million senior notes due 2028 | 500 | 500 | |
| $750 million senior notes due 2029 | 750 | 750 | |
| €500 million senior green notes due 2029 | 571 | 587 | |
| €230 million receivables securitization due 2029 | 251 | 257 | |
| €100 million receivables securitization due 2029 | 114 | 117 | |
| $400 million senior notes due 2030 | 400 | 400 | |
| $750 million senior green notes due 2030 | 750 | 750 | |
| $300 million senior notes due 2031 | 300 | 300 | |
| $600 million receivables securitization due 2031 | 550 | 550 | |
| €500 million senior green notes due 2031 | 571 | 587 | |
| $500 million senior notes due 2032 | 500 | 500 | |
| $76 million senior notes due 2032 | 76 | 76 | |
| €600 million senior green notes due 2032 | 685 | 704 | |
| $600 million senior notes due 2033 | 600 | 600 | |
| €500 million senior green notes due 2033 | 571 | 587 | |
| $1,000 million senior green notes due 2034 | 1,000 | 1,000 | |
| $850 million senior green notes due 2035 | 850 | 850 | |
| $800 million senior green notes due 2036 | 800 | 800 | |
| €600 million senior green notes due 2036 | 685 | 704 | |
| $3 million senior notes due 2037 | 3 | 3 | |
| $150 million senior notes due 2047 | 150 | 150 | |
| $1,000 million senior green notes due 2054 | 1,000 | 1,000 | |
| Commercial paper | 601 | 155 | |
| Vendor financing and commercial card programs | 107 | 99 | |
| Farm credit facility | 600 | 600 | |
| Other bank loans | 122 | 93 | |
| Finance lease obligations | 543 | 548 | |
| Total debt, excluding fair value adjustments, bond discounts and debt issuance costs | 14,250 | 13,867 | |
| Unamortized fair value adjustments, bond discounts and debt issuance costs | (86) | (94) | |
| Total debt | 14,164 | 13,773 | |
| Less: Current portion of debt | (931) | (346) | |
| Non-current debt due after one year | $13,233 | $13,427 |
Smurfit Westrock plc
Notes to Condensed Consolidated Financial Statements (Unaudited)
(in millions, except per share data)
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 15. Debt” of the 2025 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.
In June 2026, we exercised the second one-year extension option under our $4,500 million revolving credit facility, extending the
maturity date to June 2031. At June 30, 2026 there were no amounts drawn under the revolving credit facility. There were no new
issuances or redemptions during the period in relation to the senior notes.
At June 30, 2026, all of our debt was unsecured with the exception of our receivables securitization facilities and finance lease
obligations.
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 15. Debt” of the 2025 Consolidated Financial Statements.
As of June 30, 2026, the gross amount of receivables collateralizing the euro-denominated trade receivables programs was
€757 million (December 31, 2025: €749 million). At June 30, 2026, maximum available borrowings, when excluding amounts drawn
under these programs, were $12 million (December 31, 2025: $13 million).
As of June 30, 2026, the gross amount of receivables collateralizing the U.S. dollar-denominated trade receivables program was
$1,173 million (December 31, 2025: $1,043 million). At June 30, 2026, maximum available borrowings, when excluding amounts
drawn under these programs, were $50 million (December 31, 2025: $47 million). In June 2026, we amended and extended the U.S.
dollar-denominated trade receivables program, reducing the facility size from $700 million to $600 million and extending the maturity
date to June 2031.
11. Income Taxes
The effective tax rate for the three and six months ended June 30, 2026 was 31.3% and 28.8%, respectively.
For the three months ended June 30, 2026, the effective tax rate was primarily impacted by (i) the increase of $6 million of accrued
interest and penalties associated with the unrecognized tax benefits, (ii) the geographical mix of where earnings are generated, (iii)
losses during the period that have not been recognized due to uncertainty regarding their future realization, and (iv) certain non-
deductible expenses and other non-recurring items.
For the six months ended June 30, 2026, the effective tax rate was primarily impacted by (i) the tax benefit associated with the release
of $7 million of unrecognized tax benefits, (ii) the increase of $12 million of accrued interest and penalties associated with the
unrecognized tax benefits, (iii) tax benefit associated with a non-recurring adjustment to certain deferred tax assets of $11 million, (iv)
the geographical mix of where earnings are generated, (v) losses during the period that have not been recognized due to uncertainty
regarding their future realization, and (vi) certain non-deductible expenses and other non-recurring items.
The effective tax rate for the three and six months ended June 30, 2025 was 144.8% and 20.5%, respectively. For the three months
ended June 30, 2025, the effective tax rate was primarily impacted by (i) tax expense associated with an increase in unrecognized tax
benefits of $13 million (ii) losses during the period that have not been recognized due to uncertainty regarding their future realization,
and (iii) certain non-deductible expenses and other non-recurring items. For the six months ended June 30, 2025, the effective tax rate
was primarily impacted by (i) 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, (ii) tax expense associated with an increase in unrecognized tax benefits of $13 million, (iii) losses during
the period that have not been recognized due to uncertainty regarding their future realization, (iv) the geographical mix of where
earnings are generated, and (v) certain non-deductible expenses and other non-recurring items.
Smurfit Westrock plc
Notes to Condensed Consolidated Financial Statements (Unaudited)
(in millions, except per share data)
During the six months ended June 30, 2026 and June 30, 2025, cash paid for income taxes, net of refunds, was $215 million and
$210 million, respectively.
12. Retirement Plans and Deferred Compensation Arrangements
The net periodic benefit (income) cost recognized in the Condensed Consolidated Statements of Operations includes the following:
| Defined Benefit Pension Plans | |||||||||||||||
| U.S. Plans | Non-U.S. Plans | U.S. Plans | Non-U.S. Plans | ||||||||||||
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||
| Service cost | $5 | $5 | $9 | $9 | $10 | $10 | $18 | $18 | |||||||
| Interest cost | 51 | 52 | 39 | 36 | 101 | 104 | 78 | 70 | |||||||
| Expected return on assets | (72) | (68) | (37) | (37) | (143) | (136) | (74) | (72) | |||||||
| Amortization of: | |||||||||||||||
| Net actuarial loss | — | — | 8 | 8 | — | — | 17 | 16 | |||||||
| Prior service credit | — | — | — | — | — | — | — | (1) | |||||||
| Curtailment gain | — | — | (1) | — | — | — | (1) | — | |||||||
| Settlement loss | — | — | 1 | — | — | — | 1 | — | |||||||
| Net periodic benefit (income) cost | $(16) | $(11) | $19 | $16 | $(32) | $(22) | $39 | $31 |
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, net”.
Pension Plan Contributions and Benefit Payments
There were no changes in the period 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 19. Retirement Plans and Deferred Compensation Arrangements” of the 2025 Consolidated Financial Statements.
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 non-qualified 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 $222 million and $170 million, respectively, as of June 30, 2026 (December 31, 2025:
$203 million and $158 million, respectively).
Smurfit Westrock plc
Notes to Condensed Consolidated Financial Statements (Unaudited)
(in millions, except per share data)
13. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share:
| Three months ended June 30, | Six months ended June 30, | ||||||
| 2026 | 2025 | 2026 | 2025 | ||||
| Numerator: | |||||||
| Net income (loss) attributable to common shareholders | $89 | $(28) | $154 | $356 | |||
| Denominator: | |||||||
| Basic weighted average shares outstanding | 524 | 522 | 523 | 521 | |||
| Effect of dilutive share options | 2 | — | 3 | 4 | |||
| Diluted weighted average shares outstanding | 526 | 522 | 526 | 525 | |||
| Basic earnings (loss) per share attributable to common shareholders | $0.17 | $(0.05) | $0.29 | $0.68 | |||
| Diluted earnings (loss) per share attributable to common shareholders | $0.17 | $(0.05) | $0.29 | $0.68 |
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 June 30, | Six months ended June 30, | ||||||
| 2026 | 2025 | 2026 | 2025 | ||||
| Performance stock units | — | 1 | — | — | |||
| Restricted stock units | — | 6 | — | — | |||
| Total antidilutive shares | — | 7 | — | — |
14. Commitments and Contingencies
Brazil Tax Liability
Our subsidiary, WestRock, is challenging claims by the Brazil Federal Revenue Department that we underpaid taxes as a result of
amortization of goodwill generated by the 2002 merger of two of its Brazilian subsidiaries. The matter has proceeded through the
Brazil Administrative Council of Tax Appeals (“CARF”) principally in two proceedings, covering tax years 2003 to 2008 and 2009 to
- WestRock was assessed additional taxes, penalties, and interest in both CARF proceedings. In the proceeding for the tax years
2003 to 2008, WestRock was also assessed penalties and interest for fraud, but WestRock won the fraud claim in the proceeding for
the tax years 2009 to 2012. WestRock subsequently filed two lawsuits in Brazilian federal courts seeking annulment of the adverse
CARF decisions. In February 2025, the federal court adjudicating the WestRock challenge to CARF's decision against WestRock for
the 2003 and 2008 period issued a ruling in favor of WestRock nullifying the financial assessments in that case. The decision of the
federal court was appealed by the tax authorities.
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$810 million ($156 million) as of June 30, 2026, 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 June 30, 2026, there were approximately 825 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 June 30,
2026, the Company had estimated liabilities in respect of these matters of $83 million and estimated insurance recoveries of
$53 million.
Environmental Contingencies
The Company is subject to a variety of environmental laws and regulations.
The Company has recorded aggregate accruals of $66 million and $67 million on an undiscounted basis at June 30, 2026 and
December 31, 2025, respectively. The accruals primarily relate to environmental matters, including cleanup, investigation and
remediation obligations arising in connection with some of our current or former facilities, as well as third-party owned sites.
Liabilities recorded for environmental contingencies are estimates of the probable costs based upon available information and these
estimates may change. However, the Company does not believe that its potential environmental obligations will have a material
adverse effect upon its liquidity, results of operations, or financial condition.
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 and reimbursed the Company for this amount in 2024. Smurfit Kappa Italia appealed the
amount of this reduction and on April 22, 2026, the Council of State directed the AGCM to further reduce the fine by approximately
$16 million, plus interest. On July 29, 2026, the AGCM confirmed the amount of this reduction.
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.
Smurfit Westrock plc
Notes to Condensed Consolidated Financial Statements (Unaudited)
(in millions, except per share data)
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.
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 been formed by ICSID to decide on this application and an oral hearing
took place at the end of March 2026. Based on typical timelines, a decision on annulment is estimated to be issued within nine to
twelve months of the hearing.
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. On January 20, 2026, the Company completed briefing the court on its motion to dismiss the complaint, which was filed
on October 20, 2025. The Company expects the court to rule on the motion to dismiss in 2026.
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.
15. Supplier Finance Program Obligations
The outstanding payment obligations to financial institutions under supplier finance programs were $394 million and $361 million as
of June 30, 2026 and December 31, 2025, respectively.
Smurfit Westrock plc
Notes to Condensed Consolidated Financial Statements (Unaudited)
(in millions, except per share data)
16. 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 June 30, 2026 ($860 million and $365 million, respectively) and as of December 31, 2025
($874 million and $374 million, respectively) approximate their fair values due to the short-term nature of the securitized assets and
the floating rates of the liabilities.
Timber Note Receivable Securitization Arrangement
The Company is also a party to an arrangement involving securitization of its note receivable. The carrying values of the restricted
asset and non-recourse liability as of June 30, 2026 ($393 million and $336 million, respectively) and as of December 31, 2025
($391 million and $335 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.
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 2025 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:
| June 30, | December 31, | ||
| 2026 | 2025 | ||
| Assets | |||
| Current assets: | |||
| Cash and cash equivalents | $1 | $3 | |
| Accounts receivable | 860 | 876 | |
| Inventories | — | 1 | |
| Other current assets | 4 | 4 | |
| Non-current assets: | |||
| Property, plant and equipment, net | 61 | 60 | |
| Other non-current assets | 394 | 393 | |
| Total assets | $1,320 | $1,337 | |
| Liabilities | |||
| Current liabilities: | |||
| Accounts payable | $1 | $1 | |
| Current portion of debt | 1 | 1 | |
| Other current liabilities | 5 | 7 | |
| Non-current liabilities: | |||
| Non-current debt due after one year | 366 | 376 | |
| Other non-current liabilities | 336 | 335 | |
| Total liabilities | $709 | $720 |
Smurfit Westrock plc
Notes to Condensed Consolidated Financial Statements (Unaudited)
(in millions, except per share data)
17. Accumulated Other Comprehensive Loss
The tables below summarize the changes in accumulated other comprehensive loss by component for the three months ended June 30,
2026 and 2025:
| Foreign Currency Translation | Cash Flow Hedges | Defined Benefit Pension and Other Postretirement Benefit Plans | Other Adjustments**(1)** | Total**(2)** | |
| Balance at March 31, 2025 | $1,306 | $13 | $511 | $(751) | $1,079 |
| Other comprehensive (income) loss | (712) | 5 | 56 | — | (651) |
| Balance at June 30, 2025 | $594 | $18 | $567 | $(751) | $428 |
| Balance at March 31, 2026 | $539 | $16 | $597 | $(751) | $401 |
| Other comprehensive (income) loss | (93) | 1 | (10) | — | (102) |
| Balance at June 30, 2026 | $446 | $17 | $587 | $(751) | $299 |
(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 interests.
The tables below summarize the changes in accumulated other comprehensive loss by component for the six months ended June 30,
2026 and 2025:
| Foreign Currency Translation | Cash Flow Hedges | Defined Benefit Pension and Other Postretirement Benefit Plans | Other Adjustments(1) | Total(2) | |
| Balance at December 31, 2024 | $1,684 | $16 | $497 | $(751) | $1,446 |
| Other comprehensive (income) loss | (1,090) | 2 | 70 | — | (1,018) |
| Balance at June 30, 2025 | $594 | $18 | $567 | $(751) | $428 |
| Balance at December 31, 2025 | $465 | $17 | $617 | $(751) | $348 |
| Other comprehensive (income) loss | (19) | — | (30) | — | (49) |
| Balance at June 30, 2026 | $446 | $17 | $587 | $(751) | $299 |
(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 interests.
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 interests, for the three months ended June 30,
2026, and 2025, is as follows:
| Three months ended June 30, | |||||||
| 2026 | 2025 | ||||||
| Pre-Tax | Tax | Net of Tax | Pre-Tax | Tax | Net of Tax | ||
| Foreign currency translation gain | $93 | $— | $93 | $712 | $— | $712 | |
| Defined benefit pension and other postretirement benefit plans: | |||||||
| Net actuarial gain (loss) arising during the period | 8 | (2) | 6 | (14) | 4 | (10) | |
| Amortization and settlement recognition of net actuarial loss | 7 | (2) | 5 | 8 | (4) | 4 | |
| Prior service cost arising during period | — | — | — | (5) | 1 | (4) | |
| Foreign currency loss - pensions | (1) | — | (1) | (46) | — | (46) | |
| Changes in fair value of cash flow hedges | (1) | — | (1) | (5) | — | (5) | |
| Consolidated other comprehensive income | 106 | (4) | 102 | 650 | 1 | 651 | |
| Other comprehensive income attributable to noncontrolling interests | — | — | — | — | — | — | |
| Other comprehensive income attributable to common shareholders | $106 | $(4) | $102 | $650 | $1 | $651 |
A summary of the components of other comprehensive income, including noncontrolling interests, for the six months ended June 30,
2026, and 2025, is as follows:
| Six months ended June 30, | |||||||
| 2026 | 2025 | ||||||
| Pre-Tax | Tax | Net of Tax | Pre-Tax | Tax | Net of Tax | ||
| Foreign currency translation gain | $19 | $— | $19 | $1,090 | $— | $1,090 | |
| Defined benefit pension and other postretirement benefit plans: | |||||||
| Net actuarial gain (loss) arising during the period | 8 | (2) | 6 | (14) | 4 | (10) | |
| Amortization and settlement recognition of net actuarial loss | 16 | (4) | 12 | 16 | (3) | 13 | |
| Prior service cost arising during period | — | — | — | (5) | 1 | (4) | |
| Amortization of prior service credit | — | — | — | (1) | — | (1) | |
| Foreign currency gain (loss) - pensions | 12 | — | 12 | (68) | — | (68) | |
| Changes in fair value of cash flow hedges | — | — | — | (2) | — | (2) | |
| Consolidated other comprehensive income | 55 | (6) | 49 | 1,016 | 2 | 1,018 | |
| Other comprehensive income attributable to noncontrolling interests | — | — | — | — | — | — | |
| Other comprehensive income attributable to common shareholders | $55 | $(6) | $49 | $1,016 | $2 | $1,018 |
18. Subsequent Events
Dividend Approval
On July 29, 2026, the Company announced that its Board of Directors approved a quarterly dividend of $0.4523 per share on its
ordinary shares. The quarterly dividend of $0.4523 per ordinary share is payable on September 10, 2026 to shareholders of record at
the close of business on August 14, 2026.
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