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What changed in Smurfit Westrock's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Smurfit Westrock's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+490 added−518 removedSource: 10-K (2026-02-27) vs 10-K (2025-03-07)

Top changes in Smurfit Westrock's 2025 10-K

490 paragraphs added · 518 removed · 400 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

126 edited+13 added−18 removed63 unchanged
Biggest changeThe recycling of old corrugated cases (“OCC”) provides the primary source of recovered paper. In general, kraftliner is of higher quality and more versatile than testliner. Linerboard can be surface treated to improve the printing quality through the use of white, mottled or fully bleached pulp as the top layer.
Biggest changeLinerboard is used to form the inner and outer layers of the corrugated sheet. Linerboard can be manufactured from virgin fiber (known as “kraftliner”) or recovered paper (known as “testliner”). The recycling of old corrugated cases (“OCC”) provides the primary source of recovered paper. In general, kraftliner is of higher quality and more versatile than testliner.
As a global leader in sustainable, paper-based packaging , we are proud to create solutions from renewable and recyclable materials, that help deliver a better future for all. Together, we are committed to being an impactful business and supporting a greener, bluer planet. 17 There is strong oversight of sustainability and related matters within the Company.
As a global leader in sustainable, paper-based packaging, we are proud to create solutions from renewable and recyclable materials, that help deliver a better future for all. Together, we are committed to being an impactful business and supporting a greener, bluer planet. There is strong oversight of sustainability and related matters within the Company.
We continue to evolve our medical and welfare benefits programs to ensure we provide for employees’ health and well-being, including employee assistance programs. Additionally, to foster a strong sense of accountability and ownership, and align the interests of managers with shareholders, we grant stock-based incentives to our most senior manager levels. We are committed to equal pay for equal work.
We continue to evolve our medical and welfare benefits programs to provide for employees’ health and well-being, including employee assistance programs. Additionally, to foster a strong sense of accountability and ownership, and align the interests of managers with shareholders, we grant stock-based incentives to our most senior manager levels. We are committed to equal pay for equal work.
For the global healthcare market, we manufacture paperboard packaging for over-the-counter and prescription drugs. Solidboard and Solid Board Packaging Solidboard is a layered form of paperboard. It has an outer layer of linerboard, which is laminated onto a solid layer of recycled paper, producing a product that is heavier and more resistant to moisture and cold than corrugated containers.
For the global healthcare market, we manufacture paperboard packaging for over-the-counter and prescription drugs. Solidboard and Solidboard Packaging Solidboard is a layered form of paperboard. It has an outer layer of linerboard, which is laminated onto a solid layer of recycled paper, producing a product that is heavier and more resistant to moisture and cold than corrugated containers.
Other kraft paper has a large number of uses such as but not limited to paper bags, wrapping, and interleaving products. 8 Bag-In-Box Bag-in-box is a form of packaging where a liquid is packed in a flexible plastic film or “bag” with a tap attached, which is then generally inserted into a corrugated container.
Other kraft paper has a large number of uses such as but not limited to paper bags, wrapping, and interleaving products. Bag-In-Box Bag-in-box is a form of packaging where a liquid is packed in a flexible plastic film or “bag” with a tap attached, which is then generally inserted into a corrugated container.
The Company’s chief executive officer (the “CEO”), through his overall responsibility for the day-to-day oversight of the Company’s business and the implementation of the Company strategy and policies, is directly responsible for actions governing sustainability, including areas such as climate change. He is also responsible for providing that the Company’s purpose, values and culture are instilled throughout the Company.
The Company’s chief executive officer (the “CEO”), through his overall responsibility for the day-to-day oversight of the Company’s business and the implementation of the Company strategy and policies, is directly responsible for actions governing sustainability, including areas such 16 as climate change. He is also responsible for providing that the Company’s purpose, values and culture are instilled throughout the Company.
Our patents, trademarks and other intellectual property rights, particularly those relating to our manufacturing operations, are important to our operations as a whole. Our intellectual property has various expiration dates. Governmental Regulation Health and Safety Our business involves the use of heavy equipment, machinery and chemicals and requires the performance of activities that create safety exposures.
Our patents, trademarks and other intellectual property rights, particularly those relating to our manufacturing operations, are important to our operations as a whole. Our intellectual property has various expiration dates. 19 Governmental Regulation Health and Safety Our business involves the use of heavy equipment, machinery and chemicals and requires the performance of activities that create safety exposures.
Any paper not used in our own operations is sold through our commercial paper operations, generating revenues primarily from the sale of containerboard, paperboard and specialty grades to external customers, and we serve primarily corrugated packaging, folding carton, food service, liquid packaging, tobacco and commercial print markets.
Any paper not used in our own operations is sold through our commercial paper operations, generating revenues primarily from the sale of containerboard, paperboard and specialty grades to external customers, and we serve primarily corrugated packaging, folding carton, food service, liquid packaging and commercial print markets.
Before joining The Coca-Cola Company, Mr. Garren practiced law in New York as a litigation associate with leading law firms Baker Botts LLP and Cravath, Swaine & Moore LLP.
Before joining The Coca-Cola Company, Mr. Garren practiced law in New York as a litigation associate with leading law firms Baker Botts LLP and Cravath, Swaine & Moore LLP. 21
Through our Smurfit Westrock Learning Academy, we have a number of key management development programs which take place annually , including Regional Graduate Programs, Advanced Management Development Progra m and Global Manager Program. These serve to ensure that we retain, motivate and develop employees, allowing us to have a robust talent pipeline at all career stages.
Through our Smurfit Westrock Learning Academy, we have a number of key management development programs which take place annually, including Regional Graduate Programs, Advanced Management Development Program and Global Manager Program. These serve to ensure that we retain, motivate and develop employees, allowing us to have a robust talent pipeline at all career stages.
Solidboard is better suited for certain more demanding packaging applications which may be exposed to wet conditions and freezing temperatures, such as the transportation of fresh products, including fruit, vegetables, fish, meat, poultry and dairy products. Solidboard sheets are produced in paper mills and converted into Solidboard packaging in converting units.
Solidboard is better suited for certain more demanding packaging applications which may be exposed to wet conditions and freezing temperatures, such as the transportation of fresh products, including fruit, vegetables, fish, meat, poultry and dairy products. Solidboard sheets are produced in paper mills and converted into s olidboard packaging in converting units.
A proportion of our customers are considered pan-regional, and we have teams devoted to managing and servicing the requirements of these customers. These teams work in conjunction with local operations. Another proportion of our customers are multi-national accounts, serviced in more than one country (or state, in the case of the U.S.) but not across a full region.
A portion of our customers are considered pan-regional, and we have teams devoted to managing and servicing the requirements of these customers. These teams work in conjunction with local operations. Another portion of our customers are multi-national accounts, serviced in more than one country (or state, in the case of the U.S.) but not across a full region.
We are one of the leading producers of corrugated containers in Europe by capacity, with 190 production facilities (comprising corrugated plants, sheet feeders, sheet plants and other specialized facilities). We have an extensive geographic presence in western Europe and a growing presence in eastern and southeastern Europe. We also have a containerboard mill and corrugated conversion facility in India .
We are one of the leading producers of corrugated containers in Europe by capacity, with 179 production facilities (comprising corrugated plants, sheet feeders, sheet plants and other specialized facilities). We have an extensive geographic presence in western Europe and a growing presence in eastern and southeastern Europe. We also have a containerboard mill and corrugated conversion facility in India.
During 2024, the majority of our products were sold to the fast-moving consumer goods sector. No individual customer accounted for more than 10% of our net sales in 2024. We generally manufacture our products pursuant to our customers’ orders. We believe that we have good relationships with our customers.
During 2025 , the majority of our products were sold to the fast-moving consumer goods sector. No individual customer accounted for more than 10% of our net sales in 2025 . We generally manufacture our products pursuant to our customers’ orders. We believe that we have good relationships with our customers.
Business Overview Smurfit Westrock was created in July 2024 as a strategic combination between Smurfit Kappa Group plc (“Smurfit Kappa”), one of the leading integrated corrugated packaging manufacturers in Europe, with a large-scale pan-regional presence in Latin America, and WestRock Company (“WestRock”), one of the leaders in North America in corrugated and consumer packaging solutions and a multinational provider of sustainable fiber-based paper and packaging solutions.
Business Overview Smurfit Westrock was created in July 2024 as a strategic combination between Smurfit Kappa Group plc ( re-registered as Smurfit Kappa Group Limited) ( “Smurfit Kappa”), one of the leading integrated corrugated packaging manufacturers in Europe, with a large- scale pan-regional presence in Latin America, and WestRock Company (“WestRock”), one of the leaders in North America in corrugated and consumer packaging solutions and a multinational provider of sustainable fiber-based paper and packaging solutions.
We offer a machinery solution that creates pouches that replace single-use plastics, including bubble mailers. 11 We design, manufacture and, in certain cases, pack temporary displays for sale to consumer products companies and retailers.
We offer a machinery solution that creates pouches that replace single-use plastics, including bubble mailers. 10 We design, manufacture and, in certain cases, pack temporary displays for sale to consumer products companies and retailers.
In September 2015, he was appointed Chief Operations Officer of Corrugated and Converting Europe and was responsible for the operational, sales, and financial performance of the corrugated plants and BIB Division. Alvaro Henao , 59, currently serves as our President & Chief Executive Officer, LATAM, a position he held since February 1, 2025. Prior to this role, Mr.
In September 2015, he was appointed Chief Operations Officer of Corrugated and Converting Europe and was responsible for the operational, sales, and financial performance of the corrugated plants and BIB Division. Alvaro Henao , 60, currently serves as the President & Chief Executive Officer, LATAM, a position he held since February 1, 2025. Prior to this role, Mr.
We primarily use purchased electricity and natural gas to operate our converting facilities. We generally purchase these products from suppliers at market or tariff rates. We use commodity contracts to hedge energy exposures. See Item 1. “Business — Governmental Regulation — Environmental” and Item 7A. “Quantitative and Qualitative Disclosures About Market Risk — “Energy” for additional information.
We primarily use purchased electricity and natural gas to operate our converting facilities. We generally purchase these products from suppliers at market or tariff rates. We use commodity contracts to hedge energy exposures. See Item 1. “Business — Governmental Regulation — Environmental” and Item 7A. “Quantitative and Qualitative Disclosures About Market Risk — “Commodity Price Risk” for additional information.
Characteristics of Better Planet Packaging include: • optimized and fit-for-purpose materials; • reduced carbon footprint; • designed to be recyclable and are actually recycled; • manufactured with recycled material when possible, and sustainably sourced virgin material when needed; and • naturally biodegradab le.
Characteristics of Better Planet Packaging include: • optimized and fit-for-purpose materials; • reduced carbon footprint; • designed to be recyclable and are actually recycled; • manufactured with recycled material when possible, and sustainably sourced virgin material when needed; and • naturally biodegradable.
This investment in our leadership community is based on the belief that business performance is linked to human behavior. 20 Compensation & Benefits We believe our compensation packages provide the appropriate incentives to attract, retain and motivate our employees, and ultimately to grow our business. Our compensation programs are designed to re-enforce performance, our business growth and our talent strategy.
This investment in our leadership community is based on the belief that business performance is linked to human behavior. Compensation & Benefits We believe our compensation packages provide the appropriate incentives to attract, retain and motivate our employees, and ultimately to grow our business. Our compensation programs are designed to reinforce performance, our business growth and our talent strategy.
We strive every day to ensure that each of our colleagues return home safely. Smurfit Westrock invests substantial time, effort and financial resources to comply with applicable regulations and ensure a safe workplace.
We strive every day to ensure that each of our employees return home safely. Smurfit Westrock invests substantial time, effort, and financial resources to comply with applicable regulations and to promote a safe workplace.
Our overall fiber sourcing for all of our mills in North America is approximately 55 % virgin and 45% recycled . Recycled fiber prices and virgin fiber prices can fluctuate significantly. We source virgin fiber from third party sources, and recycled fiber through a combination of our own depots, long and short term contracts and from the open market .
Our overall fiber sourcing for all of our mills in North America is approximately 57% virgin and 43% recycled. Recycled fiber prices and virgin fiber prices can fluctuate significantly. We source virgin fiber from third-party sources, and recycled fiber through a combination of our own depots, long and short-term contracts and from the open market.
With a performance-led culture and a diverse workforce that is both driven and engaged, we seek to seize internal and external growth opportunities by engaging in disciplined and focused capital allocation in order to present a highly differentiated and sustainable offering to customers. • Secure and Superior Returns .
With a performance-led culture and a diverse workforce that is both driven and engaged, we seek to seize internal and external growth opportunities by engaging in disciplined and focused capital allocation in order to present a highly differentiated and sustainable offering to customers. • Secure, Superior and Long-Term Value .
Geographical Footprint We maintain operations in 40 countrie s, primarily in North America, Latin America and Europe, and with some operations in Asia, Africa and Australia . In North America, we are a leader in corrugated and consumer packaging, containerboard and paperboard.
Geographical Footprint We maintain operations in 40 countries, primarily in North America, Latin America and Europe, and with some operations in Asia, Africa and Australia. In North America, we are a leader in corrugated and consumer packaging, containerboard and paperboard.
Sales and Marketing W e provide packaging products for the transportation of a diverse range of consumer and industrial goods, such as processed and fresh food, agricultural pr oducts, beverages, industrial and consumer electronics, chemicals and pharmaceuticals, and a range of other products, as well as higher value-added corrugated products, such as those featuring enhanced graphics used for point of sale displays and consumer and shelf-ready packaging.
Sales and Marketing We provide packaging products for the transportation of a diverse range of consumer and industrial goods, such as processed and fresh food, agricultural products, beverages, industrial and consumer electronics, chemicals and pharmaceuticals, and a range of other products, as well as higher value-added corrugated products, such as those featuring enhanced graphics used for point-of-sale displays and consumer and shelf-ready packaging.
Mills Our mill operations consist of both integrated virgin and recycled fiber mills, that produce containerboard, paperboard and specialty grades, including kraft paper and market pulp. The majority of the output of the mill system is used in our own converting operations.
Mills Our North America segment mill operations consist of 27 mills. Our mill operations consist of both integrated virgin and recycled fiber mills, that produce containerboard, paperboard and specialty grades, including kraft paper and market pulp. The majority of the output of the mill system is used in our own converting operations.
We sell our products globally to customers who value our scale, wide range of products, and service. Corrugated Packaging We convert corrugated sheets into corrugated products ranging from one-color protective cartons to graphically brilliant point-of- purchase packaging. Our corrugated container plants serve local customers and regional and large national accounts.
We sell our products globally to customers who value our scale, wide range of products, and service. Corrugated Packaging We operate 152 corrugated packaging plants in North America. We convert corrugated sheets into corrugated products ranging from one-color protective cartons to graphically brilliant point-of-purchase packaging. Our corrugated container plants serve local customers and regional and large national accounts.
Sales of our Europe, MEA and APAC segment accounted for 45% of our net sales to our external customers in 2024 . See “Note 3. Segment Information ” of the Notes to Consolidated Financial Statements, as well as Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, for additional information.
Sales of our Europe, MEA and APAC segment accounted for 34.8% of our net sales to our external customers in 2025 . See “Note 3. Segment Information ” of the Notes to Consolidated Financial Statements, as well as Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, for additional information.
Our three kraftliner mills, located at Piteå (Sweden), Facture (France), and Nettingsdorfer (Austria), are among the largest and, we believe, the lowest cost kraftliner mills in Western Europe. In the year ended December 31, 2024, our containerboard mills in Europe, MEA and APAC produced approximately 6.2 million tons .
Our three kraftliner mills, located at Piteå (Sweden), Facture (France), and Nettingsdorfer (Austria), are among the largest and, we believe, the lowest cost kraftliner mills in Western Europe. In the year ended December 31, 2025 , our containerboard mills in our Europe, MEA and APAC segment produced approximately 6.4 million tons.
We also have distribution operations that generate revenues primarily from the distribution of packaging products and assembly of display products. We distribute corrugated packaging materials and other specialty packaging products, including stretch film, void fill, carton sealing tape and other specialty tapes, through our network of warehouses and distribution facilities.
We also have 57 distribution operations that generate revenues primarily from the distribution of packaging products and three locations that assemble display products. We distribute corrugated packaging materials and other specialty packaging products, including stretch film, void fill, carton sealing tape and other specialty tapes, through our network of warehouses and distribution facilities.
Henao served as the Company’s Senior Vice President of Integration, the role he has held since 2024. Previously, over the course of 36 years, he held various positions of increased responsibility at Smurfit Kappa, our now subsidiary. Most recently, between 2013 and 2023, he served as Chief Executive Officer, Central Cluster , at Smurfit Kappa.
Henao served as the Company’s Senior Vice President of Integration, the role he has held since 2024. Previously, over the course of 36 years, he held various positions of increased responsibility at Smurfit Kappa, one of our wholly- owned subsidiaries. Most recently, between 2013 and 2023, he served as Chief Executive Officer, Central Cluster, at Smurfit Kappa.
Our overall fiber sourcing for our mills in Europe, MEA and APAC is approximately 24% virgin and 76% recycled. Recycled fiber prices in particular can fluctuate significantly, and may not necessarily move in the same direction or quantum as in other regions.
Our overall fiber sourcing for our mills in our Europe, MEA and APAC segment is approximately 22% virgin and 78% recycled. Recycled fiber prices in particular can fluctuate significantly, and may not necessarily move in the same direction or quantum as in other regions.
Smurfit Westrock has a dual listing on the New York Stock Exchange (“NYSE”) and the equity shares (international commercial companies secondary listing) category of the Official List of the UK Financial Conduct Authority (“FCA”), and Smurfit Westrock ordinary shares trade on the NYSE and the London Stock Exchange’s main market for listed securities.
Smurfit Westrock has a dual listing on the New York Stock Exchange (“NYSE”) and the equity shares (international commercial companies secondary listing) category of the Official List of the U.K. Financial Conduct Authority (“FCA”), and Smurfit Westrock ordinary shares trade on the NYSE and the London Stock Exchange’s main market for listed securities. See “Note 1.1.
He joined Smurfit Kappa, our now subsidiary, in 1994 as an internal auditor, and since then has worked in several positions across Smurfit Kappa in France, the United Kingdom, Spain and the Netherlands. Mr. Sellier was appointed Chief Executive Officer of Smurfit Kappa Americas in January 2022. Mr.
He joined Smurfit Kappa, one of our wholly-owned subsidiaries, in 1994 as an internal auditor, and since then has worked in several positions across Smurfit Kappa in France, the United Kingdom, Spain and the Netherlands. Mr. Sellier was appointed Chief Executive Officer of Smurfit Kappa Americas in January 2022. Mr.
Drive the optimization of our paper system to service the growth of the downstream converting businesses, taking into account the dynamics of the marketplace. This is a particular focus in light of the enlarged paper system that was created through the Combination. • Integration.
The offerings are supported by our innovation initiatives. • Paper. Drive the optimization of our paper system to service the growth of the downstream converting businesses, taking into account the dynamics of the marketplace. This is a particular focus in light of the enlarged paper system that was created through the Combination. • Integration.
B) Europe, MEA and APAC Segment Our Europe, MEA and APAC segment includes a system of mills and box plants that primarily produce a full line of containerboard that is converted into corrugated containers. We operate in 23 countries across western and eastern Europe.
B) Europe, MEA and APAC Segment Our Europe, MEA and APAC segment mill operations consist of 21 mills, and includes a system of mills and box plants that primarily produce a full line of containerboard that is converted into corrugated containers. We operate in 22 countries across western and eastern Europe.
The Sustainability Committee of the Company’s Board of Directors (the “Board”) has been in place since the completion of the Combination and met on three occasions in 2024. Climate change is a regular agenda ite m at Board Committee meetings, where the Sustainability Committee reviews various aspects of the Company’s climate strategy, stakeholder expectations and the evolving regulatory landscape.
The Sustainability Committee of the Company’s Board of Directors (the “Board”) has been in place since the completion of the Combination and met on five occasions in 2025 . Climate change is a regular agenda item at Sustainability Committee meetings, where the Sustainability Committee reviews various aspects of the Company’s climate strategy, stakeholder expectations and the evolving regulatory landscape.
Ben Garren , 63, serves as our EVP & Group General Counsel, a position he held since July 8, 2024. Prior to his current position, Mr.
Ben Garren , 64, serves as the EVP & Group General Counsel, a position he held since July 8, 2024. Prior to his current position, Mr.
The dual approach to sales and marketing allows us to remain close to our customers irrespective of size while also staying updated on competitors’ offerings and local market developments. We market our products th rough our own sales force. We also market a number of our product s, primarily paper, through independent sales representatives and independent distributors.
Our tailored approach to sales and marketing allows us to remain close to our customers irrespective of size while also staying updated on competitors’ offerings and local market developments. We market our products through our own sales force. We also market a number of our products, primarily paper, through independent sales representatives and independent distributors.
We promptly make available on our investor relations website, free of charge, the reports that we file or furnish with the SEC, corporate governance information (including our Code of Conduct and Code of Ethical Conduct for Directors and Senior Financial Officers) and select press releases.
Available Information Our website address is www.smurfitwestrock.com, and our investor relations website is https://investors.smurfitwestrock.com. We promptly make available on our investor relations website, free of charge, the reports that we file or furnish with the SEC, corporate governance information (including our Code of Conduct and Code of Ethical Conduct for Directors and Senior Financial Officers) and select press releases.
He joined Smurfit Kappa, our now subsidiary, in 1986 and since then has held a number of commercial and operational roles. Mr. Mayer was appointed Chief Executive Officer, Europe, at Smurfit Kappa in April 2017. Formerly Mr.
He joined Smurfit Kappa, one of our wholly-owned subsidiaries, in 1986 and since then has held a number of commercial and operational roles. Mr. Mayer was appointed Chief Executive Officer, Europe, at Smurfit Kappa in April 2017. Formerly Mr.
Sellier was formerly the Chief Operating Officer of the Smurfit Kappa Europe Paper and Board Division. 22 Saverio Mayer, 59 , serves as our President & Chief Executive Officer, Europe, MEA and APAC, a position he held since the completion of the Combination on July 5, 2024.
Sellier was formerly the Chief Operating Officer of the Smurfit Kappa Europe Paper and Board Division. Saverio Mayer , 60, serves as the President & Chief Executive Officer, Europe, MEA and APAC, a position he held since July 5, 2024.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations”, for additional information. 13 Products Our Latin American segment mill operations consist of 9 mills in three countries (Brazil, Colombia and Argentina) producing containerboard, consumer packaging board and sack kraft paper, with combined productions of around 1.5 million tons the year ended December 31, 2024 (of which containerboard represented around 1.3 million tons).
“Management’s Discussion and Analysis of Financial Condition and Results of Operations”, for additional information. 12 Products Our LATAM segment mill operations consist of nine mills in three countries (Brazil, Colombia and Argentina) producing containerboard, consumer packaging board and sack kraft paper, with combined productions of approximately 1.5 million tons in the year ended December 31, 2025 (of which containerboard represented approximately 1.3 million tons).
Human Capital Resources People are our priority. Our primary objective is to provide a great place to work for all our colleagues guided by our commitment to equal employment opportunity for all. We understand that our success is driven by our highly valued and motivated, diverse teams across the world.
Our primary objective is to provide a great place to work for all our employees guided by our commitment to equal employment opportunity for all. We understand that our success is driven by our highly valued, motivated and diverse teams across the world.
In 2024, our corrugated operations in Europe, MEA and APAC produced approximately 97.5 billion square feet. Consumer Packaging We operate 40 consumer packaging plants in Europe in 12 countries which primarily manufacture folding cartons, labels and leaflets for consumer packaging markets. We are one of the largest producers in Europe.
In 2025 , our corrugated operations in our Europe, MEA and APAC segment shipped approximately 96.8 billion square feet. Consumer Packaging We operate 40 consumer packaging plants in Europe in 12 countries which primarily manufacture folding cartons, labels and leaflets for consumer packaging markets. We are one of the largest producers in Europe.
We also have operations in China, Japan and Australia in consumer packaging. Other Paperboard and Other Paper In the year ended December 31, 2024 we produced approximately 0.7 million tons of other paperboard, comprising sack kraft, machine glazed paper, graphic board, solidboard and boxboard in five mills located in Germany and Spain.
We also have operations in China, Japan and Australia in consumer packaging. Other Paperboard and Other Paper In the year ended December 31, 2025 we produced approximately 0.4 million tons of other paperboard, comprising sack kraft, machine glazed paper and solidboard in three mills located in Germany and Spain.
In the corrugated packaging and folding carton markets, we compete with a significant number of national, regional and local packaging suppliers in North America. In the promotional point-of-purchase display and converted paperboard products markets, we primarily compete with a smaller number of national, regional and local companies offering highly specialized products.
In the promotional point-of-purchase display and converted paperboard products markets, we primarily compete with a smaller number of national, regional and local companies offering highly specialized products.
Previously, he served as Smurfit Kappa’s Head of Tax from 2007 to 2010, prior to which he was appointed as the first Head of Compliance in 2004. Laurent Sellier, 56, serves as our President & C hief Executive Officer, North America (including Mexico ), a position he held since the completion of the Combination on July 5, 2024.
Previously, he served as Smurfit Kappa Group’s Head of Tax from 2007 to 2010, prior to which he was appointed as the Group’s first Head of Compliance in 2004. Laurent Sellier , 57, serves as the President & Chief Executive Officer, North America (including Mexico), a position he held since July 5, 2024.
In addition, regional business town halls are held on a regular basis. Learning and Development For employees, across all levels and businesses in our Company, our learning and development programs equip employees with the relevant skills to be effective in their current roles and also to prepare them for the future, both within and outside of Smurfit Westrock.
Learning and Development For employees, across all levels and businesses in our Company, our learning and development programs equip employees with the relevant skills to be effective in their current roles and also to prepare them for the future, both within and outside of Smurfit Westrock.
Raw Materials The primary raw materials used by our mill operations are recycled fiber at our recycled containerboard and paperboard mills and virgin fiber from hardwoods and softwoods at our virgin containerboard and paperboard mills.
Raw Materials The primary raw materials used by our mill operations are recycled fiber at our recycled containerboard and paperboard mills and virgin fiber from hardwoods and softwoods at our virgin containerboard and paperboard mills. Certain of our virgin containerboard is manufactured with some recycled fiber content.
Since all of our businesses operate in highly competitive industry segments, we regularly discuss sales opportunities for new business or for renewal of existing business with customers. Our packaging products compete with packaging made from other materials, including plastics.
We seek to maintain a broad customer base for each market to avoid customer concentration. 13 Since all of our businesses operate in highly competitive industry segments, we regularly discuss sales opportunities for new business or for renewal of existing business with customers. Our packaging products compete with packaging made from other materials, including plastics.
We also provide contract packing services, such as multi-product promotional packing and product manipulation, such as multipacks and onpacks. We are the one of the largest manufacturers of corrugated packaging in North America, with operations in the U.S., Canada and Mexico.
We also provide contract packing services, such as multi-product promotional packing and product manipulation, such as multipacks and onpacks. We are the one of the largest manufacturers of corrugated packaging in North America, with operations in the U.S., Canada and Mexico. In the year ended December 31, 2025 our corrugated operations in North America shipped approximately 100 billion square feet.
In addition, we own approximately 301,000 acres of forest plantations in Latin America, which support mill operations in addition to propagating trees for planting. Our footprint allows us to better serve customers in close proximity to our corrugated box plants.
In addition, we have approximately 308,000 acres of forests and plantations, the majority of which are owned in Latin America. These forests and plantations support mill operations in addition to propagating trees for planting. Our footprint allows us to better serve customers in close proximity to our corrugated box plants.
Our strategy for the corrugated container and other converting plants focuses on both customized products tailored to fit customers’ needs and high-volume sales of commodity products, such as transport packaging for predominantly local markets.
Our strategy for the corrugated container and other converting plants focuses on both customized products tailored to fit customers’ needs and high-volume sales of commodity products, such as transport packaging for predominantly local markets. Most sales of converted products are made on the basis of short-term orders for specified volumes at market rates.
We currently operate 62 paper mills (40 of which produce containerboard only, and 10 of which produce paperboard only, with five producing both, four producing containerboard and another grade, one producing paperboard and another grade and two producing kraft paper only ), 459 converting plants (306 of which convert containerboard into corrugated containers, 88 of which convert paperboard into consumer packaging or manufacture leaflets or labels for consumer packaging, five sack plants and 60 other conversion facilities ), 63 recovered fiber facilities, two wood procurement operations in Europe (which together provide raw material for our mills in Europe), two forestry operation in Latin America and 58 distribution facilities in North America, and 31 other production facilities carrying on other related activities.
We currently operate 57 paper mills ( 36 of which produce containerboard only, seven of which produce paperboard only, with six producing both, five producing containerboard and another grade, one producing paperboard and another grade and two producing kraft paper only), 450 converting plants ( 329 of which convert containerboard into corrugated containers, 84 of which convert paperboard into consumer packaging or manufacture leaflets or labels for consumer packaging, five sack plants and 32 other conversion facilities), 70 recovered fiber facilities, two wood procurement operations in Europe (which together provide raw material for our mills in Europe), two forestry operations in Latin America, 57 distribution facilities in North America, and 30 other production facilities carrying out other related activities.
It is primarily manufactured from recovered paper but can also be manufactured from virgin fiber. 7 We feed linerboard and corrugating medium into a corrugator that flutes the medium to specified sizes, glues the linerboard and fluted medium together, and slits and cuts the resulting corrugated paperboard into corrugated sheets whose dimensions fit ultimate customer specifications, and are subsequently converted into corrugated packaging.
We feed linerboard and corrugating medium into a corrugator that flutes the medium to specified sizes, glues the linerboard and fluted medium together, and slits and cuts the resulting corrugated paperboard into corrugated sheets whose dimensions fit ultimate customer specifications, and are subsequently converted into corrugated packaging.
Certain of our virgin containerboard is manufactured with some recycled fiber content. 15 In Europe, the principal raw materials for the recycled containerboard, recycled consumer packaging board, solidboard and graphic board mills are various grades of recovered papers and, in particular, OCC.
In Europe, the principal raw materials for the recycled containerboard, recycled consumer packaging board, solidboard and graphic board mills are various grades of recovered papers and, in particular, OCC.
O ur key competitors for consumer packaging board and consumer packaging are also pan-continental players. Seasonality While our businesses are not materially impacted by seasonality, there is some variability in demand that occurs from quarter to quarter, with net sales in the first quarter of each year typically being the lowest .
Our key competitors for consumer packaging board and consumer packaging are also pan-continental players. Seasonality While our businesses are not materially impacted by seasonality, there is some variability in demand that occurs from quarter to quarter.
“Business — Sales and Marketing” for additional information on our vertical integration. In the year ended December 31, 2024 our containerboard mills in North America produced approximately 8.2 million tons, including tons produced by WestRock before the Combination .
“Business — Sales and Marketing” for additional information on our vertical integration. In the year ended December 31, 2025 our containerboard mills in North America produced approximately 9.3 million tons and our paperboard mills in North America produced approximately 3.2 million tons.
Our businesses can be seasonal in nature which results in peaks and troughs in employment numbers across certain sections of our workforce. These changes are managed through fair and flexible hiring practices in accordance with applicable laws.
Our businesses can be seasonal in nature which results in peaks and troughs in employment numbers across certain sections of our workforce. These changes are managed through fair and flexible hiring practices in accordance with applicable laws. We have collective bargaining agreements with labor unions in various jurisdictions in which we operate which expire and are renegotiated at various dates.
Graphic board Graphic board is a heavyweight type of solidboard with distinct properties, including rigidity and stability, which makes it suitable for processing into different applications, such as book covers, game boards, jigsaw puzzles and lever arch files, onto which sophisticated graphics can be laminated.
Graphic Board Graphic board is a heavyweight type of solidboard with distinct properties, including rigidity and stability, which makes it suitable for processing into different applications, such as book covers, game boards, jigsaw puzzles and lever arch files, onto which sophisticated graphics can be laminated. 7 Kraft Paper and Paper Sacks Kraft paper is a grade of paper made primarily from wood which is used in different applications, the key one being in paper sack production, with the grade being known as sack kraft.
Smurfit Westrock had no historical operations nor traded or carried out any business of its own since its incorporation until just prior to consummation of the Combination.
As a result of the Combination, former Smurfit Kappa shareholders and WestRock shareholders became holders of Smurfit Westrock ordinary shares. Smurfit Westrock had no historical operations nor traded or carried out any business of its own since its incorporation until just prior to consummation of the Combination.
Expanding market positions through focused growth, including in particular driving the sustainability agenda; 3. Continuing Smurfit Kappa’s and WestRock’s focus on customer engagement and innovation to become the supplier/ partner of choice for our customers; 4. Enhancing operational excellence through the continuous upgrade of customer offerings and service; 5. Recruiting, retaining, developing and motivating the best people; and 6.
Continuing focus on customer engagement and innovation to become the supplier/partner of choice for our customers; 3. Enhancing operational excellence through the continuous upgrade of customer offerings and service; 4. Recruiting, retaining, developing and motivating the best people; and 5.
We believe this security of supply to be a significant benefit at times when recovered fiber is in short supply . From a price perspective, most of our requirements in Europe are linked to official reference prices and are therefore based on market prices. Our kraftliner mills and sack kraft mill require virgin fiber as their principal raw material.
From a price perspective, most of our requirements in Europe are linked to official reference prices and are therefore based on market prices. 14 Our kraftliner mills and sack kraft mill require virgin fiber as their principal raw material.
Prior to the Combination, Smurfit Westrock re-registered as an Irish public limited company pursuant to Part 20 of the Companies Act 2014 of Ireland, as amended (the “ Irish Companies Act”) and was renamed “Smurfit Westrock plc.”.
Prior to the Combination, Smurfit Westrock re-registered as an Irish public limited company pursuant to Part 20 of the Companies Act 2014 of Ireland, as amended (the “Irish Companies Act”) and was renamed “Smurfit Westrock plc.” Upon completion of the Combination, Smurfit Kappa and WestRock each became wholly-owned subsidiaries of Smurfit Westrock, and Smurfit Westrock continued as the new holding company of the combined group of Smurfit Kappa and WestRock.
As of December 31, 2024, we employed approximately 100,000 people in the 40 countries in which we operate , of which approximately 52,500 were in the North America segment, approximately 37,000 in Europe, MEA and APAC, and approximately 10,500 in the Latin America segment.
As of December 31, 2025 , we employed approximately 97,000 people across the 40 countries in which we operate, of which approximately 50,000 were in the North America segment, approximately 36,500 in our Europe, MEA and APAC segment, and approximately 10,500 in the LATAM segment.
In Europe, we source recovered paper in a number of different ways, which we refer to as “grip” levels, through sources we directly control or with whom we have contracts, with the r emainder being acquired primarily under spot purchases.
In Europe, we source recovered paper in a number of different ways, which we refer to as “grip” levels, through sources we directly control or with whom we have contracts, with the remainder being acquired primarily under spot purchases. We believe this security of supply to be a significant benefit at times when recovered fiber is in short supply.
We strive to operate a globally admired business, underpinned by the following; (1) our values of safety at work, loyalty, integrity and respect; (2) being an employer of choice; (3) providing a demonstrably differentiated offering to our customers; (4) being a leader in sustainability in the industry; and (5) being valued in excess of our peers. • Dynamically and Sustainably Delivering .
We strive to operate a globally admired business, underpinned by the following; (i) our core values ; (ii) being an employer of choice; (iii) providing a demonstrably differentiated offering to our customers; (iv) being a leader in sustainability in the industry; and (v) being valued in excess of our peers. • Dynamically and Sustainably Delivering .
In seeking secure and superior returns, we focus on strong cash generation, balance sheet strength with significant financial flexibility and low-cost operations, and an optimum level of vertical integration to mitigate cyclical risk while maximizing the performance of our assets. We aim to have a team of dedicated and engaged employees continually innovating across our product range.
In seeking secure and superior value creation, over the long-term, we focus on strong cash generation, balance sheet strength with significant financial flexibility and low-cost operations, and an optimum level of vertical integration to mitigate cyclical risk while maximizing the performance of our assets.
The Latin American segment also has 28 corrugated plants in 9 countries – Brazil, Colombia, Argentina, Dominican Republic, Costa Rica, El Salvador, Peru, Chile and Puerto Rico. Production for the Latin American segment for the year ended December 31, 2024 was approximately 23 billion square feet of corrugated containers.
The LATAM segment has 27 corrugated plants in eight countries – Brazil, Colombia, Argentina, the Dominican Republic, Costa Rica, El Salvador, Peru, Chile, as well as Puerto Rico. The LATAM segment for the year ended December 31, 2025 shipped approximately 23 billion square feet of corrugated containers.
We plan to publish an overview of our approach to climate risk management in the first half of 2025 which will take into consideration the recommendations of the Task Force on Climate-related Financial Disclosures as part of our sustainability reporting for 2024.
Climate-Related Disclosures We recognize the need for climate-related disclosures as part of our commitment to sustainability and responsible corporate citizenship. We published an overview of our approach to climate risk management in the first half of 2025 as part of our 2024 sustainability report which took into consideration the recommendations of the Task Force on Climate-related Financial Disclosures.
For our 2024 calendar year reporting, we plan to report on a selection of each of the legacy company’s key sustainability metrics. 18 Environmental Regulations We may incur additional compliance costs and burdens resulting from the enactment of new laws and regulations aimed at reducing carbon emissions, which could take the form of cap-and-trade, carbon taxes or a greenhouse gas (“GHG”) reduction mandate.
Environmental Regulations We may incur additional compliance costs and burdens resulting from the enactment of new laws and regulations aimed at reducing carbon emissions, which could take the form of cap-and-trade, carbon taxes or a greenhouse gas (“GHG”) reduction mandate.
Information About Our Executive Officers Our executive officers as of the date of this Annual Report on Form 10-K are as follows: Anthony Smurfit, 61, serves as our President & Group Chief Executive Officer, a position he held since 2024 and as director of Smurfit Westrock since 2023.
In order to receive notifications regarding new postings to our website, investors are encouraged to enroll on our website to receive automatic email alerts. 20 Information About Our Executive Officers Our executive officers as of the date of this Annual Report on Form 10-K are as follows: Anthony Smurfit , 62, serves as the President & Group Chief Executive Officer, a position he held since 2024 and as director of Smurfit Westrock since 2023.
Beyond reporting of incidents, we proactively invest in initiatives, tools, technology and safety programs across the group, to make incident reporting easier, to ensure the right safety conversations are happening, and to better control and mitigate potential risks. 19 An Employer of Choice We are truly a diverse organization with approximately 100,000 colleagues from across the 40 countries in which we operate.
We endeavor to ensure the right safety conversations are happening to better control and mitigate potential risks. An Employer of Choice We are truly a diverse organization with approximately 97,000 employees from across the 40 countries in which we operate.
We believe this commitment is evident in our culture and behaviors at all levels and across all areas of our business, informing our strategic business decisions and actions, now and into the future.
Sustainability Commitment to Sustainability Matters At Smurfit Westrock we are committed to creating packaging solutions that protect what we all care about. We believe this commitment is evident in our culture and behaviors at all levels and across all areas of our business, informing our strategic business decisions and actions, now and into the future.
He served as a director of Smurfit Kappa, our now subsidiary, and its predecessors from 1989 until the Combination closed on July 5, 2024 and as Group Chief Executive Officer of Smurfit Kappa between 2015 and July 5, 2024. Prior to t hat , he served as Group Chief Operations Officer of Smurfit Kappa from 2002 until 2015.
He served as a director of Smurfit Kappa, one of our wholly-owned subsidiaries, and its predecessors from 1989 and as Group Chief Executive Officer of Smurfit Kappa between 2015 and 2024. Prior to that, he served as Group Chief Operations Officer of Smurfit Kappa from 2002 until 2015.
Our vision guides our strategic objective of maintaining and deepening long-term customer relationships by seeking to provide customers with innovative and differentiated sustainable packaging solutions that aim to enhance customers’ prospects of success in their end markets. To achieve this objective, we have identified three key areas of focus through our integrated system: • Converting.
We aim to have a team of dedicated and engaged employees continually innovating across our product range. Our vision guides our strategic objective of maintaining and deepening long-term customer relationships by seeking to provide customers with innovative and differentiated sustainable packaging solutions that aim to enhance customers’ prospects of success in their end markets.
Products We are one of the largest integrated producers of linerboard, white-top linerboard and containerboard and kraft paper in North America (including the U.S., Canada and Mexico) , and we serve primarily corrugated packaging markets. We are one of the largest producers of paperboard in North America, and we operate both integrated virgin and recycled fiber mills.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations”, for additional information. Products We are one of the largest integrated producers of linerboard, white-top linerboard and containerboard and kraft paper in North America (including the U.S., Canada and Mexico), and we serve primarily corrugated packaging markets.
In Latin America, our key competitors for containerboard and corrugated containers in Latin America are regional or national companies within the countries in which we operate, as there are few pan-continental or international producer s of containerboard and corrugated containers. As containerboard and corrugated containers products are largely standardized products, competition is primarily based on price.
Our key competitors for consumer packaging board and consumer packaging are also pan-continental players. In Latin America, our key competitors for containerboard and corrugated containers in Latin America are regional or national companies within the countries in which we operate, as there are few pan-continental or international producers of containerboard and corrugated containers.
The North America, Europe, MEA and APAC and LATAM segments are each highly integrated within the segment and there are many interdependencies within these operations. They each include a system of mills and plants that primarily produce a number of grades of containerboard that is converted into corrugated containers within each segment, or is sold to third parties.
They each include a system of mills and plants that primarily produce a number of grades of containerboard that is converted into corrugated containers within each segment, or is sold to third parties.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeSome of the factors that could adversely affect our results of operations, cash flows and financial condition, and the trading price of our ordinary shares, include: Market and Industry Risks • As a leading global manufacturing business, we have been, and may be materially adversely affected by economic, geopolitical and social factors that are beyond our control. • We may be adversely affected by uncertainty, downturns, actions taken by competitors or other changes in the paper and packaging industry. • Our earnings are highly dependent on demand. • Price fluctuations in, or shortages in the availability of, energy, transportation and raw materials could materially adversely affect our business. • We are exposed to significant competition in the paper and packaging industry, which may materially and adversely affect the price and volume of products sold. 23 Operating Risks • We may experience business disruptions that adversely affect our operations. • We may fail to anticipate trends and develop or integrate new technologies or to protect intellectual property related to our products and technologies. • Our capital expenditures may not achieve the desired outcomes or may be completed at a higher cost than anticipated. • We are exposed to risks related to international sales and operations. • We could be exposed to currency exchange rate fluctuation risks. • We may produce faulty or contaminated products due to failures in quality control measures. • We are subject to cybersecurity risks that could threaten the confidentiality, integrity and availability of data in our systems, and could result in disruptions to our operations. • We may be adversely impacted by work stoppages and other labor relations matters. • We may not be able to attract, motivate and/or retain qualified personnel, including our key personnel. • We face challenges associated with sustainability matters, including the impact of climate change and its potential impact on areas such as our operations and raw material availability. • Failure by us to successfully implement strategic transformation initiatives, including those relating to information technology infrastructure, could adversely affect our business. • If we are unsuccessful in integrating acquisitions or if disposals result in unexpected costs or liabilities, our business could be materially and adversely affected.
Biggest changeOperating Risks • We may experience business disruptions that adversely affect our operations. • We may fail to anticipate trends and develop or integrate new technologies or to protect intellectual property related to our products and technologies. • Our capital expenditures may not achieve the desired outcomes or may be completed at a higher cost than anticipated. • We are exposed to risks related to international sales and operations. • We could be exposed to currency exchange rate fluctuation risks. • We may produce faulty or contaminated products due to failures in quality control measures. • We are subject to cybersecurity risks that could threaten the confidentiality, integrity and availability of data in our systems, and could result in disruptions to our operations . • We may be adversely impacted by work stoppages and other labor relations matters. • We may not be able to attract, motivate and/or retain qualified personnel, including our key personnel. • We face challenges associated with sustainability matters, including the impact of climate change and its potential impact on areas such as our operations and raw material availability. • Failure by us to successfully implement strategic transformation initiatives, including those relating to information technology infrastructure, or to achieve our mid-range or long-range targets and goals could adversely affect our business and share price. • If we are unsuccessful in integrating acquisitions or if disposals result in unexpected costs or liabilities, our business could be materially and adversely affected. • We face risks related to the Combin ation. 22 Financial Risks • Our growth depends on our ability to retain existing customers and attract new customers. • Our debt could adversely affect our financial health and operating flexibility. • Adverse credit and financial market events and conditions, as well as credit rating downgrades, could, among other things, impede access to or increase the cost of financing. • We have a significant amount of goodwill and other intangible assets and a write-down could materially adversely impact our operating results. • We have a number of pension arrangements that are currently in deficit and may require increased funding due to statutory requirements . • Our decision or ability to pay dividends in respect of our shares or conduct share repurchases is subject to a number of factors, and there are no guarantees that the Company will pay dividends or maintain or increase the level of any such dividends or that the Company will conduct share repurchases. • Changes in existing financial accounting standards or practices may have a material adverse effect on our business, results of operations, cash flows and financial condition, and the trading price of our ordinary shares.
Such disruptions or misappropriations and the resulting repercussions, including reputational damage and legal claims or proceedings, may have a material adverse effect on our business, results of operations, cash flows, financial condition and the trading price of our ordinary shares.
Such disruptions or misappropriations and the resulting repercussions, including reputational damage and legal claims or proceedings, may have a material adverse effect on our business, results of operations, cash flows and financial condition, and the trading price of our ordinary shares.
See also “As a leading global manufacturing business, we have been, and may be in the future, adversely affected by factors that are beyond our control, such as economic and financial market conditions, geopolitical conflicts and other social and political unrest or change ” and “ We are exposed to risks related to our international sales and operation s.” The Company’s maintenance of two exchange listings may adversely affect liquidity in the market for our shares and result in pricing differentials of our shares between the two exchanges .
See also “As a leading global manufacturing business, we have been, and may be in the future, adversely affected by factors that are beyond our control, such as economic and financial market conditions, geopolitical conflicts and other social and political unrest or change ” and “ We are exposed to risks related to international sales and operation s.” The Company’s maintenance of two exchange listings may adversely affect liquidity in the market for our shares and result in pricing differentials of our shares between the two exchanges .
These and similar developments could adversely impact demand for certain of our products. 29 Customer preferences for products and packaging formats are constantly changing based on, among other factors, lifestyle changes, buying habits, cost, convenience, and health and sustainability concerns and perceptions. Also, there is an increasing focus among consumers to ensure that products delivered through e-commerce are packaged efficiently.
These and similar developments could adversely impact demand for certain of our products. Customer preferences for products and packaging formats are constantly changing based on, among other factors, lifestyle changes, buying habits, cost, convenience, and health and sustainability concerns and perceptions. Also, there is an increasing focus among consumers to ensure that products delivered through e-commerce are packaged efficiently.
In addition, disputes between us and contractors who are involved with implementing capital projects could lead to time-consuming and costly litigation. Any of these circumstances could adversely affect our results of operations, cash flows and financial condition and the trading price of our ordinary shares. 30 We are exposed to risks related to international sales and operations.
In addition, disputes between us and contractors who are involved with implementing capital projects could lead to time-consuming and costly litigation. Any of these circumstances could adversely affect our results of operations, cash flows and financial condition, and the trading price of our ordinary shares. We are exposed to risks related to international sales and operations.
Moreover, the ability to harvest the virgin fiber used in our manufacturing operations may be limited, and prices for this raw material may fluctuate, during prolonged periods of heavy rain or drought or during tree disease or insect epidemics or other environmental conditions that may be caused by variations in climate conditions.
Moreover, the ability to harvest the virgin wood fiber used in our manufacturing operations may be limited, and prices for this raw material may fluctuate, during prolonged periods of heavy rain or drought or during tree disease or insect epidemics or other environmental conditions that may be caused by variations in climate conditions.
Our primary raw materials are recovered fiber, particularly old corrugated containers (“OCC”), and wood fiber. The prices for these raw materials tend to be volatile, and price fluctuations affect our margins. OCC and wood fiber are used in the manufacture of our paper-based packaging products and are purchased in increasingly competitive, price-sensitive markets.
Our primary raw materials are recovered fiber, particularly old corrugated containers (“OCC”), and wood fiber. The prices for these raw materials tend to be volatile, and price fluctuations affect our margins. 25 OCC and wood fiber are used in the manufacture of our paper-based packaging products and are purchased in increasingly competitive, price-sensitive markets.
We also incurred higher operating costs at certain of our facilities in the form of higher levels of overtime pay due to shift requirements and staffing challenges. In addition, many professional workers desire a fully remote work setting.
We also incurred higher operating costs at certain of our facilities in the form of higher levels of overtime pay due to shift requirements and staffing challenges. 31 In addition, many professional workers desire a fully remote work setting.
A lack of investor confidence in the paper and packaging industry could also have an adverse effect on the trading price of our ordinary shares. Our operating results are impacted by the paper and packaging industry’s historical cyclical investment pattern.
A lack of investor confidence in the paper and packaging industry could also have an adverse effect on the trading price of our ordinary shares. 24 Our operating results are impacted by the paper and packaging industry’s historical cyclical investment pattern.
See also “ We are subject to cybersecurity risks that could threaten the confidentiality, integrity and availability of data in our systems, and could result in disruptions to our operations and adversely affect our operations, cash flows and financial condition .” While we endeavor to comply with all applicable laws and regulations relating to privacy, security and data protection, it is possible that such requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another or may conflict with other laws or our practices.
See also “ We are subject to cybersecurity risks that could threaten the confidentiality, integrity and availability of data in our systems, and could result in disruptions to our operations and adversely affect our operations, cash flows and financial condition .” While we endeavor to comply with all applicable laws and regulations relating to privacy, security, artificial intelligence and data protection, it is possible that such requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another or may conflict with other laws or our practices.
These laws and regulations have created new individual privacy rights, imposed increased obligations on companies handling personal data, and increased potential exposure to fines and penalties as a result of breaches of such privacy, security or data protection laws.
These laws and regulations have created individual privacy rights, imposed increased obligations on companies handling personal data, and increased potential exposure to fines and penalties as a result of breaches of such privacy, security or data protection laws.
These demands, regulatory requirements, and related perceptions and preferences could cause us to incur additional costs or to make changes to our operations to comply with such, demands, requirements and customer preferences, and a delay in our response (or the failure to respond effectively) may lead to material adverse effects on our business, results of operations, financial condition and the trading price of our ordinary shares.
These demands, regulatory requirements, and related perceptions and preferences could cause us to incur additional costs or to make changes to our operations to comply with such, demands, requirements and customer preferences, and a delay in our response (or the failure to respond effectively) may lead to material adverse effects on our business, results of operations , cash flows and financial condition, and the trading price of our ordinary shares.
We operate in many different countries. As of December 31, 2024, we had operations in 40 countries . As a result, we have previously been and remain vulnerable to risks in these countries, including: • the imposition of tariffs, quotas, import duties or other market barriers , (including the implementation of tariffs on U.S. imports by the current U.S.
We operate in many different countries. As of December 31, 2025 , we had operations in 40 countries. As a result, we have previously been and remain vulnerable to risks in these countries, including: • the imposition of tariffs, quotas, import duties or other market barriers, (including the implementation of tariffs on U.S. imports by the current U.S.
Administration and potential retaliatory tariffs) and/or a pandemic, it could result in an economic slowdown which, if sustained over any significant length of time, could have a material adverse effect on our business, results of operations, financial condition and the trading price of our ordinary shares.
Administration and potential retaliatory tariffs) and/or a pandemic, it could result in an economic slowdown which, if sustained over any significant length of time, could have a material adverse effect on our business, results of operations, cash flows and financial condition, and the trading price of our ordinary shares.
Our failure to meet these standards could lead to regulatory investigations, enforcement actions and/or prosecutions, and could result in adverse publicity, which may damage our reputation. Any of these outcomes could have a material adverse effect on our business, results of operations, financial condition and the trading of our ordinary shares.
Our failure to meet these standards could lead to regulatory investigations, enforcement actions and/or prosecutions, and could result in adverse publicity, which may damage our reputation. Any of these outcomes could have a material adverse effect on our business, results of operations , cash flows and financial condition, and the trading of our ordinary shares.
If our packaging fails to meet contract specifications, we could face liability from our customers and third parties for bodily injury or other damages. These liabilities could adversely affect our operations, cash flows and financial condition and the trading price of our ordinary shares.
If our packaging fails to meet contract specifications, we could face liability from our customers and third parties for bodily injury or other damages. These liabilities could adversely affect our business, results of operations , cash flows and financial condition, and the trading price of our ordinary shares.
This focus may result in more prescriptive reporting requirements with respect to these topics, an increased expectation that such topics will be voluntarily disclosed by companies such as ours, and increased pressure to make commitments, set targets and take action to meet them.
This focus may result in more prescriptive reporting requirements with respect to these topics, an increased expectation that such topics will be voluntarily disclosed by companies such as ours, and increased pressure to make commitments, set or revise targets and take action to meet them.
Any rating, outlook or watch assigned to such debt securities could be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgement, current or future circumstances change relating to the basis of the rating, outlook or watch, such as adverse changes to the Company’s business.
Any rating, outlook or watch assigned to such debt securities could be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, current or future circumstances change relating to the basis of the rating, outlook or watch, such as adverse changes to the Company’s business.
If we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our accounting firm further identifies deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our ordinary shares could decline and we could be subject to lawsuits, sanctions or investigations by regulatory authorities, which would require additional financial and management resources.
If we are not able to comply with the requirements of Section 404, or if we or our accounting firm further identifies deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our ordinary shares could decline and we could be subject to lawsuits, sanctions or investigations by regulatory authorities, which would require additional financial and management resources.
Failure to meet any such targets could result in negative publicity and reputational damage and could have a material adverse effect on our business, reputation, results of operations, financial condition and the trading price of our ordinary shares.
Failure to meet any such targets could result in negative publicity and reputational damage and could have a material adverse effect on our business, reputation, results of operations , cash flows and financial condition, and the trading price of our ordinary shares.
We are subject to legislation in many of the jurisdictions in which we operate relating to unfair competitive practices and similar behavior. From time to time, we have been subject to allegations of such practices and regulatory investigations or proceedings with respect thereto.
We are subject to compliance with antitrust and similar legislation in the jurisdictions in which we operate. We are subject to legislation in many of the jurisdictions in which we operate relating to unfair competitive practices and similar behavior. From time to time, we have been subject to allegations of such practices and regulatory investigations or proceedings with respect thereto.
For example, through 2023 and 2024, we experienced lower demand due to factors such as, but not limited to, uncertainty caused by challenging geopolitical and macroeconomic conditions, certain customer inventory rebalancing and shifting consumer spending.
For example, through 2024 and 2025, we experienced lower demand due to factors such as, but not limited to, uncertainty caused by challenging geopolitical and macroeconomic conditions, certain customer inventory rebalancing and shifting consumer spending.
To the extent that any of our competitors are more successful with respect to any key competitive factor, our business, results of operations, financial condition and the trading price of our ordinary shares could be materially adversely affected.
To the extent that any of our competitors are more successful with respect to any key competitive factor, our business, results of operations, cash flows and financial condition, and the trading price of our ordinary shares could be materially adversely affected.
Unanticipated events such as global conflicts, public health crises, extraordinary weather events, labor disputes or strikes, and cyber incidents may cause instability in global financial and foreign exchange markets. This instability could lead to volatility in the value of our operating and functional c urrencies and hinder the availability of financing from our current lenders.
Unanticipated events such as global conflicts, public health crises, extraordinary weather events, labor disputes or strikes, and cyber incidents may cause instability in global financial and foreign exchange markets. This instability could lead to volatility in the value of our operating and functional currencies and hinder the availability of financing from our current lenders.
These processes are subject to numerous regional, national and local environmental laws and regulations, as well as the requirements of environmental permits and similar authorizations issued by various government authorities. Complex and lengthy processes may be required to obtain and renew approvals, permits, and licenses for new, existing or modified facilities.
These processes are subject to numerous international, national, regional, provincial, state and local environmental laws and regulations, as well as the requirements of environmental permits and similar authorizations issued by various government authorities. Complex and lengthy processes may be required to obtain and renew approvals, permits, and licenses for new, existing or modified facilities.
Changes in existing financial accounting standards or practices may have a material adverse effect on our business, results of operations, financial condition and the trading price of our ordinary shares.
Changes in existing financial accounting standards or practices may have a material adverse effect on our business, results of operations, cash flows and financial condition, and the trading price of our ordinary shares.
Safeguarding the health, safety and overall wellbeing of our colleagues is a top concern, critical to attracting and retaining the best talent, and plays a pivotal role in realizing our business and sustainability objectives. We implement our health and safety requirements through a safety management system that includes best practice sharing and operational learning.
Safeguarding the health, safety and overall well-being of our colleagues is a top concern, critical to attracting and retaining the best talent, and plays a pivotal role in realizing our business and sustainability objectives. We implement our health and safety requirements through a safety management system that includes best practice sharing and operational learning.
Commitments and Contingencies ” of the Notes to Consolidated Financial Statements for additional information. We are subject to a number of laws and regulations relating to privacy, security and data protection, and failure to comply with such laws and regulations could adversely affect our business and our financial condition or lead to fines and/or litigation.
Commitments and Contingencies ” of the Notes to Consolidated Financial Statements. We are subject to a number of laws and regulations relating to privacy, security and data protection, and failure to comply with such laws and regulations could adversely affect our business and our financial condition or lead to fines and/or litigation.
We are subject to a wide variety of regional, national, provincial, and local laws, regulations and other requirements, including those relating to the environment, product safety, competition, corruption, sanctions, occupational health and safety, labor and employment, data privacy, tax and health care.
We are subject to a wide variety of regional, national, state, provincial, and local laws, regulations and other requirements, including those relating to the environment, product safety, competition, corruption, sanctions, occupational health and safety, labor and employment, data privacy, artificial intelligence, tax and health care.
Additionally, portions of our operations are in areas with ongoing political or geopolitical uncertainty which could pose security risks to our employees or operations.
Additionally, portions of our operations are in areas, including those with ongoing political or geopolitical uncertainty, which could pose security risks to our employees or operations.
Risks Related to Our Incorporation in Ireland We are incorporated in Ireland and Irish law differs from the laws in effect in the U.S. and might afford less protection to our shareholders. As an Irish company, we are governed b y the Irish Companies Act.
Risks Related to Our Incorporation in Ireland We are incorporated in Ireland and Irish law differs from the laws in effect in the U.S. and might afford less protection to our shareholders. As an Irish company, we are governed by the Irish Companies Act.
We may not be able to identify suitable targets or purchasers or successfully complete suitable transactions in the future, and future completed transactions may not be successful. 35 These transactions create risks, including, but not limited to, risks associated with: • disrupting our ongoing business, including greater than expected costs and management time and effort involved in identifying and completing the transactions and integrating acquisitions; • integrating acquired businesses and personnel into our business, including integrating personnel, information technology systems and operations across different cultures and languages, and addressing the operational risks associated with these integration activities as well as the economic, political and regulatory risks associated with specific countries; • working with partners or other ownership structures with shared decision-making authority; • obtaining and verifying relevant information regarding a business prior to the consummation of the transaction, including the identification and assessment of liabilities, claims or other circumstances that could result in litigation or regulatory risk exposure; • obtaining required regulatory approvals and/or financing on favorable terms; • retaining key employees, contractual relationships or customers; • the potential impairment of assets and goodwill; • the additional operating losses and expenses of businesses we acquire or in which we invest; • incurring substantial indebtedness to finance an acquisition or investment; • incurring unexpected costs or liabilities in the context of a disposal; and • implementing controls, procedures and policies in acquired companies.
These transactions create risks, including, but not limited to, risks associated with: • disrupting our ongoing business, including greater than expected costs and management time and effort involved in identifying and completing the transactions and integrating acquisitions; • integrating acquired businesses and personnel into our business, including integrating personnel, information technology systems and operations across different cultures and languages, and addressing the operational risks associated with these integration activities as well as the economic, political and regulatory risks associated with specific countries; • working with partners or other ownership structures with shared decision-making authority; • obtaining and verifying relevant information regarding a business prior to the consummation of the transaction, including the identification and assessment of liabilities, claims or other circumstances that could result in litigation or regulatory risk exposure; • obtaining required regulatory approvals and/or financing on favorable terms; • retaining key employees, contractual relationships or customers; • the potential impairment of assets and goodwill; • the additional operating losses and expenses of businesses we acquire or in which we invest; • incurring substantial indebtedness to finance an acquisition or investment; • incurring unexpected costs or liabilities in the context of a disposal; and • implementing controls, procedures and policies in acquired companies.
In addition, under Irish law, we must have authority from our shareholders to issue any shares, including shares that are part of the C ompany’s authorized but unissued share capital.
In addition, under Irish law, we must have authority from our shareholders to issue any shares, including shares that are part of the Company’s authorized but unissued share capital.
Changes in existing accounting rules or practices, new accounting pronouncements or rules or varying interpretations of current accounting pronouncements could have a material adverse effect on our business, results of operations, financial conditions and the trading price of our ordinary shares, or the manner in which we conduct our business.
Changes in existing accounting rules or practices, new accounting pronouncements or rules or varying interpretations of current accounting pronouncements could have a material adverse effect on our business, results of operations, cash flows financial condition, and the trading price of our ordinary shares, or the manner in which we conduct our business.
In the event that such allegations are proven, we may be subject to fines, damages awards and other expenses, and our reputation may be harmed, which could have a material adverse effect on our business, results of operations, financial condition and the trading price of our ordinary shares. See “Note 21.
In the event that such allegations are proven, we may be subject to fines, damages awards and other expenses, and our reputation may be harmed, which could have a material adverse effect on our business, results of operations, cash flows and financial condition, and the trading price of our ordinary shares. For additional information, see “Note 21.
Given trading in our shares on the NYSE and the LSE takes place in different currencies (U.S. dollars on the NYSE and pounds sterling on the LSE) and at different times (resulting from different time zones, different trading hours and different trading days for the NYSE and the LSE), the trading prices of our shares on these two exchanges may at times differ due to these and other factors.
Given trading in our shares on the NYSE and the London Stock Exchange (“ LSE”) takes place in different currencies (U.S. dollars on the NYSE and pounds sterling on the LSE) and at different times (resulting from different time zones, different trading hours and different trading days for the NYSE and the LSE), the trading prices of our shares on these two exchanges may at times differ due to these and other factors.
Adverse credit and financial market events and conditions, as well as credit rating downgrades, could, among other things, impede access to or increase the cost of financing, which could have a material adverse impact on our business, results of operations, financial condition and the trading price of our ordinary shares.
Adverse credit and financial market events and conditions, as well as credit rating downgrades, could, among other things, imped e access to or increase the cost of financing, which could have a material adverse impact on our business, results of operations, cash flows and financial condition, and the trading price of our ordinary shares.
While Smurfit Kappa and WestRock each has historically paid dividends and Smurfit Westrock declared and paid dividends since the Combination , there can be no assurance that our shareholders will receive or be entitled to dividends that are equivalent to the historical dividends of Smurfit Kappa or WestRock, and there is no assurance as to the timing or level of future dividend payments, if any, because these depend on, among other considerations, future earnings, capital requirements and financial condition, legal requirements, covenant compliance, restrictions in our existing and any future debt agreements and other factors that our Board of Directors deems relevant.
While Smurfit Westrock has historically paid dividends, including progressive dividends there can be no assurance that our shareholders will receive or be entitled to dividends that are equivalent to the historical dividends, and there is no assurance as to the timing or level of future dividend payments, if any, because these depend on, among other considerations, future earnings, capital requirements and financial condition, legal requirements, covenant compliance, restrictions in our existing and any future debt agreements and other factors that our Board deems relevant.
The operations at our facilities have in the past and may in the future be interrupted or impaired by various operating risks, including, but not limited to, risks associated with: • catastrophic events, such as fires, floods, earthquakes, explosions, natural disasters, severe weather, including hurricanes, tornadoes and droughts, and pandemics, such as COVID-19, or other health crises or similar occurrences; • interruptions in the delivery of raw materials or other manufacturing inputs; • failure of third-party service providers and/or business partners to fulfill their commitments and responsibilities in a timely manner and in accordance with agreed upon terms; • government regulations; • prolonged power failures; • unscheduled maintenance outages, including due to equipment breakdowns or failures; • information system disruptions or failures due to any number of causes, including cyber incidents; • violations of our permit requirements, revocation of permits, or permit modifications that impose additional or more stringent obligations; • releases of pollutants and hazardous substances to the environment; • disruptions in transportation infrastructure, including roads, bridges, railroad tracks and tunnels; • shortages of equipment or spare parts; and • labor disputes, strikes and shortages.
The operations at our facilities have in the past and may in the future be interrupted or impaired by various operating risks, including, but not limited to, risks associated with: • catastrophic events, such as fires, floods, earthquakes, explosions, natural disasters, severe weather, including hurricanes, tornadoes and droughts, and pandemics, or other health crises or similar occurrences; • interruptions in the delivery of raw materials or other manufacturing inputs; • failure of third-party service providers and/or business partners to fulfill their commitments and responsibilities in a timely manner and in accordance with agreed upon terms; • government regulations; • prolonged power failures; • unscheduled maintenance outages, including due to equipment breakdowns or failures; • information system disruptions or failures due to any number of causes, including cyber incidents; • violations of our permit requirements, revocation of permits, or permit modifications that impose additional or more stringent obligations; • releases of pollutants and hazardous substances to the environment; • disruptions in transportation infrastructure, including roads, bridges, railroad tracks and tunnels; • shortages of equipment or spare parts; and • labor disputes, strikes and shortages. 27 Business disruptions have impaired, and may in the future impair, our production capabilities and adversely affect our results of operations, cash flows and financial condition, and the trading price of our ordinary shares.
Our management is responsible for establishing, maintaining and reporting on the C ompany ’s internal controls over financial reporting and disclosure controls and procedures to comply with applicable requirements, including the reporting requirements of the Sarbanes- Oxley Act.
Our management is responsible for establishing, maintaining and reporting on the Company’s internal controls over financial reporting and disclosure controls and procedures to comply with applicable requirements, including the reporting requirements of the Sarbanes-Oxley Act.
Shareholders of Irish companies do not generally have rights to take action against directors or officers of the company under Irish law and may only do so in limited circumstances.
Under Irish law, the duties of directors and officers of a company are generally owed to the company only. Shareholders of Irish companies do not generally have rights to take action against directors or officers of the company under Irish law and may only do so in limited circumstances.
In addition, future compliance with existing and new laws and requirements has the potential to disrupt our business operations and may require significant expenditures, and our existing reserves for specific matters may not be adequate to cover future costs.
Ongoing and future compliance with existing and new laws and requirements has the potential to disrupt and/or burden our business operations and may require significant expenditures, and our existing reserves for specific matters may not be adequate to cover future costs.
These internal controls must be designed by management to achieve the objective of providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes and in accordance with GAAP. We will continue to develop and refine our disclosure controls and procedures and internal control over financial reporting.
These internal controls must be designed by management to achieve the objective of providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes and in accordance with GAAP. We are continuing to improve and refine our disclosure controls and procedures and internal control over financial reporting to achieve this.
Our industry has been, and may be, adversely affected by a number of factors that are beyond our control, including, but not limited to: • macroeconomic and business conditions, including deteriorating macroeconomic conditions and related supply and demand dynamics, as well as inflation and deflation; • geopolitical conflicts and other social and political unrest or change; • sustainability, environmental regulations and trade policies and agreements; • conditions in the financial services markets, including counterparty risk, insurance carrier risk, rising interest rates, rising commodity prices, and currency exchange rate fluctuations, which may impact price and demand for our products; • financial uncertainties in our major international markets; • government deficit reduction and other austerity measures in specific countries or regions, or in the various industries in which we operate; and • cyber incidents and related threats to the confidentiality, integrity and availability of data in systems.
Our industry has been, and may be, adversely affected by a number of factors that are beyond our control, including, but not limited to: • macroeconomic and business conditions, including deteriorating or volatile macroeconomic conditions and related supply and demand dynamics, as well as inflation and deflation; • geopolitical conflicts and other social and political unrest or change; • sustainability, environmental regulations and trade policies and agreements; • conditions in the financial markets, including counterparty risk, insurance carrier risk, rising interest rates, rising commodity prices, and currency exchange rate fluctuations, which may impact price and demand for our products and the costs to finance and operate our business; • financial and economic uncertainties in our major international markets; • government deficit reduction and other austerity measures in specific countries or regions, including protectionist measures that limit international trade, could have a negative impact on manufacturing and production levels of businesses and customers in the markets in which we operate ; and • cyber incidents and related threats to the confidentiality, integrity and availability of data in systems.
On the other hand, our sustainability efforts may not be favored by certain stakeholders, whose priorities and expectations may not align or may be opposed to one another and/or those of the Company, and there can be no assurance that our sustainability efforts will be perceived positively, including the perception that they are not sufficiently robust, or conversely, too costly, or not otherwise in the best interests of the Company and our shareholders, and, as a result, our investor, customer and other stakeholder relationships could be damaged or this could lead to public scrutiny or reputational damage, which could adversely impact our reputation, business and results of operations. 34 Both legacy Smurfit Kappa and WestRock established and publicly disclosed sustainability targets which are important to many stakeholders, including certain investors and customers.
On the other hand, our sustainability efforts may not be favored by certain stakeholders, whose priorities and expectations may not align or may be opposed to one another and/or those of the Company, and there can be no assurance that our sustainability efforts will be perceived positively, including the perception that they are not sufficiently robust, or conversely, too costly, or not otherwise in the best interests of the Company and our shareholders, and, as a result, our investor, customer and other stakeholder relationships could be damaged or this could lead to public scrutiny or reputational damage, which could adversely impact our reputation, business and results of operations.
Any perceived or actual failure by us to protect confidential data, personal data, any material non-compliance with privacy, security or data protection laws or regulations or any general IT system failure may harm our reputation and credibility, adversely affect our revenues, reduce our ability to attract or retain customers, result in litigation or other actions being brought against us and the imposition of significant fines and, as a result, could have a material adverse effect on our business, results of operations, financial condition and the trading price of our ordinary shares. 44 Failure to comply with applicable occupational health and safety laws and regulations or maintain good health and safety and employee well-being practices in our facilities may have a material adverse effect on our business.
Any perceived or actual failure by us to protect confidential data, personal data, any material non-compliance with privacy, security or data protection laws or regulations or any general IT system failure may harm our reputation and credibility, adversely affect our revenues, reduce our ability to attract or retain customers, result in litigation or other actions being brought against us and the imposition of significant fines and, as a result, could have a material adverse effect on our business, results of operations, cash flows and financial condition, and the trading price of our ordinary shares.
The recent Combination may exacerbate each of these challenges. 33 We face challenges associated with sustainability matters, including the impact of climate change and its potential impact on areas such as our operations and raw material availability, which could have a significant impact on our reputation, business, results of operations, financial condition and the trading price of our ordinary shares.
We face challenges associated with sustainability matters, including the impact of climate change and its potential impact on areas such as our operations and raw material availability, which could have a significant impact on our reputation, business, results of operations, cash flows and financial condition, and the trading price of our ordinary shares.
Such changes have the potential to adversely impact the U.S. economy or certain sectors thereof or the economy of another country in which we conduct operations, our industry and the global demand for our products, and as a result, could have a material adverse effect on our business, financial condition and results of operations. 43 We are subject to compliance with antitrust and similar legislation in the jurisdictions in which we operate.
Such changes have the potential to adversely impact the U.S. economy or certain sectors thereof or the economy of another country in which we conduct operations, our industry and the global demand for our products, and as a result, could have a material adverse effect on our business, financial condition and results of operations.
Administration and potential retaliatory tariffs), such as restrictions on repatriating cash from foreign countries; • responding to disruptions in existing trade agreements or increased trade tensions between countries or political and economic unions; • the difficulties of, and costs of complying with, a wide variety of complex and changing laws, treaties and regulations; • increased difficulty in the collection of accounts receivable, including longer collection periods; • inconsistent regulations and unexpected changes in legislation or regulatory requirements and increased difficulty and expense in hiring and dismissing employees; • the imposition of quotas relating to the composition of the employee base or the local sourcing of raw materials or other similar quotas; • political, economic and social unrest or instability (such as downturns or changes in economic activity due to, among other things, regional conflicts or commodity inflation), the ongoing hyperinflation in Argentina (which has led us to apply hyperinflationary accounting to our Argentinian operations in recent years), as well as disruptions and government intervention in national economies and social structures, including the threat of terrorism; • geopolitical conflict, such as of the war in Ukraine, which led us to sell our Russian operations and take a related impairment charge of $159 million in respect of our Russian operations in the year ended December 31, 2022; • work stoppages, transport interruptions and difficulties in managing international operations; • government limitations on foreign ownership or takeovers, expropriation of private sector assets or mandated price controls; • transfer pricing and adverse tax policies; and • adverse currency fluctuations.
Administration and potential retaliatory tariffs), such as restrictions on repatriating cash from foreign countries; • responding to disruptions in existing trade agreements or increased trade tensions between countries or political and economic unions; • the difficulties of, and costs of complying with, a wide variety of complex and changing laws, treaties and regulations; • increased difficulty in the collection of accounts receivable, including longer collection periods; • inconsistent regulations and unexpected changes in legislation or regulatory requirements and increased difficulty and expense in hiring and dismissing employees; • the imposition of quotas relating to the composition of the employee base or the local sourcing of raw materials or other similar quotas; • political, economic and social unrest or instability (such as downturns or changes in economic activity due to, among other things, regional conflicts or commodity inflation), as well as disruptions and government intervention in national economies and social structures, including the threat of terrorism; • geopolitical conflict; • work stoppages, transport interruptions and difficulties in managing international operations; • government limitations on foreign ownership or takeovers, expropriation of private sector assets or mandated price controls; • transfer pricing and adverse tax policies; and • adverse currency fluctuations.
Failure by us to successfully implement strategic transformation initiatives, including those relating to information technology infrastructure, could adversely affect our business. Smurfit Kappa and WestRock have throughout the years undertaken various projects relating to information technology infrastructure.
Failure by us to successfully implement strategic transformation initiatives, including those relating to information technology infrastructure, or to achieve our mid-range or long-range targets and goals could adversely affect our business and share price. Smurfit Kappa and WestRock have throughout the years undertaken various projects relating to information technology infrastructure.
Our levels of debt could restrict our operations and make it more difficult for us to satisfy our debt obligations, the implications of which could include but are not limited to: • requiring us to dedicate a large portion of our cash flow from operations to service debt and fund repayments on our debt, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes; • increasing our vulnerability to general adverse economic, industry or competitive conditions; • limiting our flexibility in planning for, or reacting to, changes in our business or the industry in which we operate; • limiting our ability to raise additional debt or equity capital in the future; • restricting us from making strategic acquisitions or exploiting business opportunities; and • placing us at a competitive disadvantage compared to our competitors that have less debt.
Our levels of debt could restrict our operating and financial flexibility, including: • requiring us to dedicate a large portion of our cash flow from operations to service debt and fund repayments on our debt, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes; • increasing our vulnerability to general adverse economic, industry or competitive conditions; • limiting our flexibility in planning for, or reacting to, changes in our business or the industry in which we operate; • impede access to or increase the cost of additional debt or equity capital in the future; • restricting us from making strategic acquisitions or exploiting business opportunities; and • placing us at a competitive disadvantage compared to our competitors that have less debt.
The failure to obtain raw materials, energy or transportation services at reasonable market prices (or the failure to pass on price increases to customers) or a reduction in the availability of raw materials, energy or transportation services due to increased demand, significant changes in climate or weather conditions or other factors could have a material adverse effect on our business, results of operations, financial condition and the trading price of our ordinary shares.
Higher transportation costs could make our products less competitive compared to similar or alternative products offered by competitors. 26 The failure to obtain raw materials, energy or transportation services at reasonable market prices (or the failure to pass on price increases to customers) or a reduction in the availability of raw materials, energy or transportation services due to increased demand, significant changes in climate or weather conditions or other factors could have a material adverse effect on our business, results of operations, cash flows and financial condition, and the trading price of our ordinary shares.
As such, there is some uncertainty as to whether the courts of Ireland would recognize or enforce judgments of U.S. courts obtained against us or our directors or officers based on U.S. federal or state civil liability laws, including the civil liability provisions of the U.S. federal or state securities laws, or hear actions against us or those persons based on those laws. 45 Under Irish law, the duties of directors and officers of a company are generally owed to the company only.
As such, there is some uncertainty as to whether the courts of Ireland would recognize or enforce judgments of U.S. courts obtained against us or our directors or officers based on U.S. federal or state civil liability laws, including the civil liability provisions of the U.S. federal or state securities laws, or hear actions against us or those persons based on those laws.
We rely on third-party service providers and our own employees and systems to collect and process personal data and to maintain our databases, and as a result, we are exposed to the risk that such data could be wrongfully appropriated, lost or disclosed, or damaged or processed in breach of such privacy, security or data protection laws.
The nature and extent of any such new and/or amended laws or regulations, and the impact they may have on us, cannot be predicted. 40 We rely on third-party service providers and our own employees and systems to collect and process personal data and to maintain our databases, and as a result, we are exposed to the risk that such data could be wrongfully appropriated, lost or disclosed, or damaged or processed in breach of such privacy, security or data protection laws.
Our competitors may obtain intellectual property rights that could require us to license those rights or to modify or cease the use or sale of certain of our technologies or products.
Failure to protect our existing intellectual property may result in the loss of valuable legal rights. Our competitors may obtain intellectual property rights that could require us to license those rights or to modify or cease the use or sale of certain of our technologies or products.
In addition, any such outage could disrupt or temporarily halt our operations resulting in reduced productivity, staff downtime, and increased insurance premiums, as well as additional costs for attempting to recover lost information, equipment or data, and could damage our reputation, which could have a material adverse effect on our business, results of operations, financial condition and the trading price of our ordinary shares. 32 We may also face challenges and risks during integration of acquired businesses and operations, as we and the acquired businesses and operations may face increased targeted attempts during this busy period.
In addition, any such outage could disrupt or temporarily halt our operations resulting in reduced productivity, staff downtime, and increased insurance premiums, as well as additional costs for attempting to recover lost information, equipment or data, and could damage our reputation, which could have a material adverse effect on our business, results of operations , cash flows and financial condition, and the trading price of our ordinary shares.
The reduced availability of trucks, rail cars or cargo ships, including as a result of labor shortages in the transportation industry, could adversely impact our ability to distribute our products in a timely or cost- effective manner. Higher transportation costs could make our products less competitive compared to similar or alternative products offered by competitors.
The reduced availability of trucks, rail cars or cargo ships, including as a result of labor shortages in the transportation industry, could adversely impact our ability to distribute our products in a timely or cost- effective manner.
Environmental compliance requirements are a significant factor affecting our business. Our manufacturing processes involve the use of natural resources, such as virgin wood fiber and fresh water, discharges to water, air emissions and waste handling and disposal activities.
Our manufacturing processes involve the use of natural resources, such as virgin wood fiber and fresh water, discharges to water, air emissions and waste handling and disposal activities.
As part of an energy-intensive, trade-exposed sector, the Company’s paper mills that are subject to existing cap-and-trade regulations are entitled to receive a certain number of greenhouse gas emission allowances at no cost to ease the energy transition.
As part of an energy-intensive, trade-exposed sector, the Company’s paper mills that are subject to existing cap-and-trade regulations are entitled to receive a certain number of greenhouse gas emission allowances at no cost to ease the energy transition. There is a risk that we will not have enough free allowances to meet our compliance requirements.
In addition, there is the potential to convert certain other paper machines into containerboard machines, which may contribute to overcapacity. Consequently, the industry has from time-to-time experienced periods of substantial overcapacity and there can be no assurance that this will not reoccur.
In addition, there is the potential to convert certain other paper machines into containerboard machines, which may contribute to overcapacity. Consequently, the industry has from time-to-time experienced periods of substantial overcapacity and there can be no assurance that this will not reoccur. For example, we experienced market-related downtime at certain of our mills during the fourth quarter of fiscal 2025.
The outlook for the global economy in the near- to medium-term remains uncertain and we are unable to predict the timing or rate at which economic conditions in our markets may change and the impact of such changes.
We are unable to predict the timing or rate at which economic conditions in our markets may change and the impact of such changes.
Smurfit Westrock has 62 paper mills . If operations at any of these key mills were interrupted for any significant length of time, it could have a material adverse effect on our business, results of operations, financial condition and the trading price of our ordinary shares.
Smurfit Westrock has 57 paper mills of differing capacities. If operations at any key mills (those which are more complex and/or have higher capacity) were interrupted for any significant length of time, it could have a material adverse effect on our business, results of operations , cash flows and financial condition, and the trading price of our ordinary shares.
Any failure to maintain investment grade credit ratings could adversely affect our future cost of funding, liquidity or access to capital markets, which could adversely affect our results of operations, cash flows and financial condition and the trading price of our ordinary shares. 40 We have a significant amount of goodwill and other intangible assets and a write-down could materially adversely impact our operating results.
Any failure to maintain investment grade credit ratings could adversely affect our future cost of funding, liquidity or access to capital markets, which could adversely affect our results of operations, cash flows and financial condition, and the trading price of our ordinary shares.
We believe that the trading price of our ordinary shares has from time to time been adversely affected in part due to the impact of macroeconomic conditions on pricing and demand and announcements by certain of our competitors of planned additional capacity in the European and North American containerboard markets in which we participate , as well as the subsequent implementation of certain of those plans and the impact they will have on future supply and demand dynamics and pricing. 26 In addition, many of our customer contracts include price adjustment provisions based upon published indices (including those published by Pulp and Paper Week (“PPW”)) for our products that contribute to the setting of selling prices for some of our products.
We believe that the trading price of our ordinary shares has from time to time been adversely affected in part due to the impact of macroeconomic conditions on pricing and demand and announcements by certain of our competitors of planned additional capacity in the European and North American containerboard markets in which we participate, as well as the subsequent implementation of certain of those plans and the impact they will have on future supply and demand dynamics and pricing.
Although the ultimate outcome of these proceedings cannot be predicted and we cannot at this time estimate any reasonably possible losses based on available information, we do not believe that the currently expected outcome of any environmental proceedings and claims that are pending or threatened against us will have a material adverse effect on our results of operations, financial condition or cash flows.
Although the ultimate outcome of these proceedings cannot be predicted and we cannot at this time estimate any reasonably possible losses based on available information, we do not believe that the currently expected outcome of any environmental proceedings and claims that are pending or threatened against us will have a material adverse effect on our results of operations, financial condition or cash flows. 39 We also may incur significant expenditures in connection with the required remediation of environmental conditions at both currently owned and formerly owned facilities, as well as in connection with various sites owned or operated by third parties.
Furthermore, we are required to comply with securities laws and other laws and regulations applicable in the U.S., the U.K. and Ireland.
Furthermore, following the Combination, we are required to comply with securities laws and other laws and regulations applicable in the U.S., the U.K. and Ireland, which resulted in considerable legal and financial compliance costs.
Additionally, new laws or regulations governing privacy, security and data protection may be introduced which apply to us in any of the jurisdictions in which we operate. The nature and extent of any such new and/or amended laws or regulations, and the impact they may have on us, cannot be predicted.
Additionally, new laws or regulations governing privacy, security, artificial intelligence and data protection may be introduced which apply to us in any of the jurisdictions in which we operate.
A change in these principles or interpretations could have a material adverse effect on our business, results of operations, financial conditions and the trading price of our ordinary shares, and could affect the reporting of transactions completed before the announcement of a change. Financial Risks Our continued growth depends on our ability to retain existing customers and attract new customers.
A change in these principles or interpretations could have a material adverse effect on our business, results of operations, cash flows and financial condition, and the trading price of our ordinary shares, and could affect the reporting of transactions completed before the announcement of a change.
Any failure by us to retain existing customers, attract new customers, and increase revenue from both new and existing customers could have a material adverse effect on our business, results of operations, financial condition and the trading price of our ordinary shares. These efforts may require substantial financial expenditures, commitments of resources, developments of processes, and other investments and innovations.
Failure by us to retain existing customers, attract new customers, and increase revenue from both new and existing customers could have a material adverse effect on our business, results of operations, cash flows and financial condition, and the trading price of our ordinary shares.
Any determination to pay dividends to our shareholders will be at the discretion of the Company’s Board and will be dependent on then-existing conditions, including, but not limited to, our results of operations, capital investment priorities, the market price of our shares and access to capital markets, legal requirements, industry practice, the distribution of earnings to the Company by its subsidiaries, the financial condition, limitations under Irish law and other factors the Company deems relevant.
Our decision or ability to pay dividends in respect of our shares or conduct share repurchases is subject to a number of factors, including the distributions of earnings to the Company by its subsidiaries, the financial condition and results of operations of the Company, as well as the distributable reserves of the Company at the discretion of the Company’s Board, and there are no guarantees that the Company will pay dividends or will maintain or increase the level of any such dividends or that the Company will conduct share repurchases. 37 Any determination to pay dividends to our shareholders is at the discretion of the Company’s Board and will be dependent on then- existing conditions, including, but not limited to, our results of operations, capital investment priorities, the market price of our shares and access to capital markets, legal requirements, industry practice, the distribution of earnings to the Company by its subsidiaries, the financial condition, limitations under Irish law and other factors the Company deems relevant.
Any of these items, along with any failure to effectively manage data governance risks during implementation of these initiatives, could adversely affect our results of operations, cash flows and financial condition and the trading price of our ordinary shares.
Any of these items, along with any failure to effectively manage data governance risks during implementation of these initiatives, could adversely affect our results of operations, cash flows and financial condition, and the trading price of our ordinary shares. 33 We continue to implement and have in the past developed and endeavored to implement a number of operating plans designed to enhance our business.
In addition, we cannot currently determine the impact that future changes in cleanup standards or regional, national, local or other environmental laws, regulations or enforcement practices will have on our results of operations, financial condition or cash flows.
In addition, we cannot currently determine the impact that future changes in cleanup standards or environmental laws, regulations or enforcement practices will have on our results of operations, financial condition or cash flows. Any of these circumstances could adversely affect our results of operations, cash flows and financial condition, and the trading price of our ordinary shares.
However, our level of customer concentration may increase in the future. Such consolidation could have a material adverse impact on our business, results of operations, financial condition and the trading price of our ordinary shares. 39 Our debt could adversely affect our financial health. As of December 31, 2024, our total debt was $13.6 billion .
Such consolidation could have a material adverse impact on our business, results of operations, cash flows and financial condition, and the trading price of our ordinary shares. Our debt could adversely affect our financial health and operating flexibility. As of December 31, 2025 , our total debt was $13.8 billion .
The occurrence of any of the foregoing could have a material adverse effect on our earnings as a result of the related delays or increased costs in the production and delivery of products and services or otherwise disrupt the demand for our products.
Commitments and Contingencies ” of the Notes to the Consolidated Financial Statements for discussion of an ongoing tax liability matter in Brazil. 29 The occurrence of any of the foregoing could have a material adverse effect on our earnings as a result of the related delays or increased costs in the production and delivery of products and services or otherwise disrupt the demand for our products.
Even if we integrate these businesses and operations successfully, we may not realize the full benefits we expected within the anticipated time frame, or at all, and the benefits may be offset by unanticipated costs or delays.
Even if we integrate these businesses and operations successfully, we may not realize the full benefits we expected within the anticipated time frame, or at all, and the benefits may be offset by unanticipated costs or delays. 34 We face risks related to the Combination. We closed the Combination between Smurfit Kappa and WestRock on July 5, 2024.
You should carefully consider the risks described below, which could materially adversely affect our business, financial condition, results of operations (including revenues and profitability) and/or ordinary share price, with all of the other information included in this Annual Report on Form 10-K. Our business is also subject to general risks and uncertainties that may broadly affect companies, including us.
You should carefully consider the risks described below, which could have a material adverse effect on our business, financial condition, reputation, results of operations (including revenues and profitability) and/or ordinary share price, with all of the other information included in this Annual Report on Form 10-K .
In the event that general trading conditions and prospects deteriorate or factors underlying assumed discount rates, such as assumed long-term interest rates, change, the determined recoverable amount of certain other intangible assets and goodwill may fall below carrying value. We have recorded impairments in previous years.
The impairment analysis requires us to analyze a number of factors and make estimates that require significant judgment. In the event that general trading conditions and prospects deteriorate or factors underlying assumed discount rates, such as assumed long-term interest rates, change, the determined recoverable amount of certain other intangible assets and goodwill may fall below carrying value.
Risks Related to Our Incorporation in Ireland • We are incorporated in Ireland and Irish law differs from the laws in effect in the U.S. and might afford less protection to our shareholders. • Any attempts to acquire the Company will be subject to the Irish Takeover Panel Act 1997, Takeover Rules, 2022 (the “Irish Takeover Rules”) and subject to the supervisory jurisdiction of the Irish Takeover Panel and the Company’s board of directors (the “Board”) may be limited by the Irish Takeover Rules in its ability to defend an unsolicited takeover attempt.
Risks Related to Our Incorporation in Ireland • We are incorporated in Ireland and Irish law differs from the laws in effect in the U.S. and might afford less protection to our shareholders. • Any attempts to acquire the Company will be subject to the Irish Takeover Panel Act 1997, Takeover Rules, 2022 (the “Irish Takeover Rules”) and subject to the supervisory jurisdiction of the Irish Takeover Panel and the Company’s board of directors (the “Board”) may be limited by the Irish Takeover Rules in its ability to defend an unsolicited takeover attempt. 23 Market and Industry Risks As a leading global manufacturing business, we have been, and may be in the future, materially adversely affected by factors that are beyond our control, such as economic and financial market conditions, geopolitical conflicts and other social and political unrest or change.
However, not all of our agreements contain these clauses and these clauses may not in all cases be effective to fully offset our increased costs. Where we are able to raise prices there is generally a three- to six-month lag between the time our raw material prices increase and the time we realize increased pricing from our customers.
Where we are able to raise prices there is generally a three- to six-month lag between the time our raw material prices increase and the time we realize increased pricing from our customers.
If we are unable to obtain these authorizations from our shareholders or are otherwise limited by the terms of our authorizations, our ability to issue shares under our equity compensation plans and, if applicable, to facilitate funding acquisitions or otherwise raise capital could be adversely affected.
If we are unable to obtain these authorizations from our shareholders or are otherwise limited by the terms of our authorizations, our ability to issue shares under our equity compensation plans and, if applicable, to facilitate funding acquisitions or otherwise raise capital could be adversely affected. 42 Any attempts to acquire the Company will be subject to the Irish Takeover Rules and subject to the supervisory jurisdiction of the Irish Takeover Panel and the Board may be limited by the Irish Takeover Rules in its ability to defend an unsolicited takeover attempt.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe deliver cybersecurity courses and awareness training on information security to our employees with access to Company email or devices at least annually. Additional cybersecurity trainings are made available for all employees throughout the year, including phishing, social engineering and other cybersecurity training as well as targeted training for specific roles based on responsibilities and risk level.
Biggest changeAdditional cybersecurity trainings are made available for all employees throughout the year, including phishing, social engineering and other cybersecurity training as well as targeted training for specific roles based on responsibilities and risk level. 43 The Company has cybersecurity teams and incident response processes focusing on industry standard incident response stages, such as investigation, containment, mitigation, and recovery.
Cybersecurity risk measures or governance described herein apply to our whole Company, unless otherwise specified. 46 We devote resources to protecting the security of our computer systems, software, networks, data, and other technology assets. The Company follows cybersecurity control frameworks based on industry standards.
Cybersecurity risk measures or governance described herein apply to our whole Company, unless otherwise specified. We devote resources to protecting the security of our computer systems, software, networks, data, and other technology assets. The Company follows cybersecurity control frameworks based on industry standards.
“Risk Factors — We are subject to cybersecurity risks that could threaten the confidentiality, integrity and availability of data in our systems, and could result in disruptions to our operations and adversely affect our operations, cash flows and financial condition.” 47 Governance As part of our Board’s role in overseeing the Company’s cybersecurity risks, the Board devotes time and attention to cybersecurity and data privacy-related risks, with the Audit Committee of the Board of Directors (the “Audit Committee”) being primarily responsible for overseeing information technology risk exposures, including cybersecurity, data privacy and data security.
“Risk Factors — We are subject to cybersecurity risks that could threaten the confidentiality, integrity and availability of data in our systems, and could result in disruptions to our operations and adversely affect our operations, cash flows and financial condition.” Governance As part of our Board’s role in overseeing the Company’s cybersecurity risks, the Board devotes time and attention to cybersecurity and data privacy-related risks, with the Audit Committee of the Board (the “Audit Committee”) being primarily responsible for overseeing information technology risk exposures, including cybersecurity, data privacy and data security.
As part of such reviews, the Audit Committee receives reports and presentations from members of our team responsible for overseeing the Company’s cybersecurity risk management, including our Chief Information Officer (“CIO”), other cybersecurity leaders, consisting of our Chief Information Security Officers (“CISOs”), and our legal team , which may address a wide range of topics including recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends and information security considerations arising with respect to the Company’s peers and third parties.
As part of such reviews, the Audit Committee receives reports and presentations from members of our team responsible for overseeing the Company’s cybersecurity risk management, including our Chief Information Officer (“CIO”), our Chief Information Security Officer (“CISO”), and our legal team , which may address a wide range of topics including recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends and information security considerations arising with respect to the Company’s peers and third parties.
The cybersecurity leaders are supported by a team with expertise in technical architecture and security operations; governance, risk and compliance; data protection; behavioral change; and cyber incident response, many of whom hold cybersecurity certifications and possess deep technical knowledge and experience.
The CISO is supported by a team with expertise in technical architecture and security operations; governance, risk and compliance; data protection; behavioral change; and cyber incident response, many of whom hold cybersecurity certifications and possess deep technical knowledge and experience.
Cybersecurity leaders receive reports on cybersecurity threats from internal cybersecurity sources and industry partners on an ongoing basis and regularly review risk management measures implemented by the Company to identify and mitigate data protection and cybersecurity risks. Our cybersecurity leaders work closely with the legal department to oversee compliance with regulatory and contractual security requirements.
The CISO receives reports on cybersecurity threats from internal cybersecurity sources and industry partners on an ongoing basis and regularly review risk management measures implemented by the Company to identify and mitigate data protection and cybersecurity risks. Our cybersecurity team works closely with the legal department to oversee compliance with regulatory and contractual security requirements. 44
Our CIO has 30 years of experience in information security and cybersecurity areas. Our cybersecurity leaders, who report into our CIO, have extensive knowledge and skills gained from nearly two decades of work experience at the Company and elsewhere that head the teams responsible for implementing, monitoring and maintaining cybersecurity and data protection practices across the Company.
Our CIO has 30 years of experience in information security and cybersecurity areas. Our CISO, who reports into our CIO, has extensive knowledge and skills gained from over two decades of work experience at the Company and leads the teams responsible for implementing, monitoring and maintaining cybersecurity and data protection practices across the Company.
Item 1C. Cybersecurity Risk Management and Strategy We face various cybersecurity risks, including, but not limited to, risks related to unauthorized access, misuse, data theft, computer viruses, system disruptions, ransomware, malicious software and other intrusions. We utilize a multilayered, proactive approach to identify, evaluate, mitigate and prevent potential cyber and information security threats through our cybersecurity risk management program.
Item 1C. Cybersecurity Risk Management and Strategy We face various cybersecurity risks, including, but not limited to, risks related to unauthorized access, misuse, data theft, computer viruses, system disruptions, ransomware, malicious software and other forms of intrusions .
The Company has cybersecurity teams and incident response processes focusing on industry standard incident response stages, such as investigation, containment, mitigation, and recovery. These processes provide a standardized approach when responding to cybersecurity threats or security incidents and include procedures for communication with senior management and key stakeholders, as appropriate.
These processes provide a standardized approach when responding to cybersecurity threats or security incidents and include procedures for communication with senior management and key stakeholders, as appropriate. Our incident response processes align with the standards of the National Institute of Standards and Technology.
Removed
Our incident response processes align with National Institute of Standards and Technology (“NIST”) standards and are tested via externally led tabletop exercises, at least annually.
Added
We utilize a multilayered, proactive approach to identify, evaluate, mitigate and prevent potential cyber and information security threats through our cybersecurity risk management program.
Added
We deliver cybersecurity courses and awareness training on information security to our employees with access to Company email or devices at least annually.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeEurope, MEA and APAC Mills - annual production capacity in thousands of tons Location of Mill Containerboard Paperboard Kraft Paper Graphic Paper Total Pitea, SWE 794 794 Roermond, NETH 717 717 Parenco, NETH 441 248 689 Facture, FRA 634 634 Zulpich, GER 573 573 Verzuolo, ITA 551 551 Nettingsdorf, AUS 507 507 Hoya, GER 474 474 Herzberg, GER 287 287 Saillat, FRA 281 281 Mengibar, SPA 265 265 Wrexen, GER 259 259 Townsend Hook, UK 259 259 Ania, ITA 254 254 SSK, UK 220 220 Nervion, SPA 176 176 Morai, IND 165 165 Belgrade, SER 132 132 Navarra, SPA 94 94 Wrexen Board, GER 88 88 Hoya Board, GER 88 88 Morava, CZK 83 83 Rethel, FRA 72 72 Total Europe, MEA and APAC 6,681 463 270 248 7,662 49 North America Mills - annual production capacity in thousands of tons Location of Mill Containerboard Paperboard Kraft Paper Pulp Total Mahrt, AL 1,031 1,031 Longview, WA 624 351 975 Fernandina Beach, FL 928 928 West Point, VA 922 922 Stevenson, AL 864 864 Covington, VA 793 793 Hodge, LA 790 790 Solvay, NY 770 770 Florence, SC 733 733 Seminole, FL 620 620 Evadale, TX 55 531 586 Dublin, GA 279 305 584 Roanoke Rapids, NC 322 196 518 Demopolis, AL 374 100 474 La Tuque, Quebec 341 127 468 Hopewell, VA 466 466 Monterrey, MX 402 402 Forney, TX 354 354 Cerro Gordo, MX 259 88 347 Guadalajara, MX 160 110 270 San Pablo, MX 243 243 Cowpens, SC 234 234 Los Reyes, MX 158 158 St Paul, MN 157 157 Battle Creek, MI 150 150 Dallas, TX 127 127 Missisquoi, VT 99 99 Stroudsburg, PA 72 72 San Luis Potosi, MX 71 71 Monterrey, MX 35 35 Total North America 9,630 3,659 852 100 14,241 50 Latin America Mills - annual production capacity in thousands of tons Location of Mill Containerboard Paperboard Kraft Paper Total Tres Barras, BRA 650 650 Cali, COL 129 70 121 320 Pirapetinga, BRA 143 143 Barbosa, COL 127 127 Bernal, ARG 77 77 Barranquilla, COL 77 77 Uberaba, BRA 72 72 Cnel Suarez, ARG 57 57 Bento, BRA 55 55 Total Latin America 1,387 70 121 1,578
Biggest changeAt December 31, 2025 , we also have approximately 308,000 acres of forests and plantations, the majority of which are owned in Latin America in Colombia and Brazil. 45 North America segment mills - annual production capacity in thousands of tons Location of Mill Containerboard Paperboard Kraft Paper Pulp Total Mahrt, AL 1,031 1,031 Longview, WA 624 351 975 Fernandina Beach, FL 928 928 West Point, VA 922 922 Stevenson, AL 864 864 Covington, VA 793 793 Hodge, LA 790 790 Solvay, NY 770 770 Florence, SC 733 733 Seminole, FL 620 620 Evadale, TX 55 531 586 Dublin, GA 279 305 584 Roanoke Rapids, NC 322 196 518 Demopolis, AL 374 100 474 La Tuque, Quebec 341 127 468 Hopewell, VA 466 466 Monterrey, MX 402 402 Cerro Gordo, MX 259 88 347 Guadalajara, MX 160 110 270 San Pablo, MX 243 243 Cowpens, SC 234 234 Los Reyes, MX 158 158 Battle Creek, MI 150 150 Dallas, TX 127 127 Missisquoi, VT 99 99 Stroudsburg, PA 72 72 San Luis Potosi, MX 71 71 Total North America 9,241 3,502 852 100 13,695 46 Europe, MEA and APAC segment mills - annual production capacity in thousands of tons Location of Mill Containerboard Paperboard Kraft Paper Graphic Paper Total Piteå, SWE 794 794 Roermond, NETH 717 717 Parenco, NETH 441 248 689 Facture, FRA 634 634 Zulpich, GER 573 573 Hoya, GER 474 88 562 Verzuolo, ITA 551 551 Nettingsdorf, AUS 507 507 Wrexen, GER 259 88 347 Herzberg, GER 287 287 Saillat, FRA 281 281 Mengibar, SPA 265 265 Townsend Hook, U.K. 259 259 Ania, ITA 254 254 SSK, U.K. 220 220 Nervion, SPA 176 176 Morai, IND 165 165 Belgrade, SER 132 132 Navarra, SPA 94 94 Morava, CZK 83 83 Rethel, FRA 72 72 Total Europe, MEA and APAC 6,681 463 270 248 7,662 LATAM segment mills - annual production capacity in thousands of tons Location of Mill Containerboard Paperboard Kraft Paper Total Tres Barras, BRA 650 650 Cali, COL 129 70 121 320 Pirapetinga, BRA 143 143 Barbosa, COL 127 127 Bernal, ARG 77 77 Barranquilla, COL 77 77 Uberaba, BRA 72 72 Coronel Suarez, ARG 57 57 Bento, BRA 55 55 Total LATAM 1,387 70 121 1,578
Item 2. Properties We operate locations in North America, including the majority of U.S. states, South America, Europe, Asia, Africa and Australia. We own ou r principal offices in Dublin, Ireland. We believe that our existing production capacity is adequate to serve existing demand for our products and consider our plants and equipment to be in good condition.
Item 2. Properties We operate locations in North America, including the majority of U.S. states, South America, Europe, Asia, Africa and Australia. We own our principal Group head office in Dublin, Ireland .
The capacity reflects our current expectations, including assumptions such as product mix and basis weight. Our mill system production levels and operating rates may vary from year to year due to changes in market and other factors, including weather-related events. W e own all of our mills.
Our mill system production levels and operating rates may vary from year to year due to changes in market and other factors, including weather-related events. We own all of our mills. We believe that our existing production capacity is adequate to serve existing demand for our products and consider our plants and equipment to be in good condition.
Our corporate offices, significant regional offices and operating facilities (including our mills) as of December 31, 2024 are summarized below: Number of Facilities Segment Owned Leased Total Europe, MEA and APAC 163 159 322 North America 247 50 297 Latin America 53 5 58 Corporate and significant regional offices 1 5 6 Total (1) 464 219 683 (1) Excludes facilities we are in the process of closing 48 The tables that follow show our estimated annual production capacity in thousands of tons by mill at December 31, 2024.
Our corporate offices, significant regional offices and operating facilities (including our mills) as of December 31, 2025 are summarized below: Number of Facilities Segment Owned Leased Total North America 157 151 308 Europe, MEA and APAC 246 51 297 LATAM 54 9 63 Corporate and significant regional offices 1 5 6 Total (1) 458 216 674 (1) Excludes facilities we are in the process of closing.
Removed
At December 31, 2024, we also own approximately 165,000 acres of forestlands in Colombia and 136,000 acres of forestlands in Brazil .
Added
The tables that follow show our estimated annual production capacity in thousands of tons by mill at December 31, 2025 . The capacity reflects our current expectations, including assumptions such as product mix and basis weight.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings The information called for by this item is incorporated herein by reference to Note 21. Commitments and Contingencies in the accompanying Consolidated Financial Statements. Item 4. Mine Safety Disclosures . Not applicable. 51 PART II PART II: FINANCIAL INFORMATION
Biggest changeItem 3. Legal Proceedings The information called for by this item is incorporated herein by reference to Note 21. Commitments and Contingencies in the accompanying Consolidated Financial Statements. Item 4. Mine Safety Disclos ur es Not applicable. 47 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe quarterly dividend is expected to be paid on March 18, 2025 to shareholders of record at the close of business on February 14, 2025. In certain circumstances, as an Irish tax resident company, we may be required to deduct Irish dividend withholding tax (“DWT”) (currently at the rate of 25%) from dividends paid to our shareholders.
Biggest changeIn certain circumstances, as an Irish tax resident company, we may be required to deduct Irish dividend withholding tax (“DWT”) (currently at the rate of 25%) from dividends paid to our shareholders.
Shareholders resident in “relevant territories” (including countries that are European Union member states (other than Ireland), the United States and other countries with which Ireland has a tax treaty) may be exempted from Irish DWT. However, shareholders residing in other countries will generally be subject to Irish DWT.
Shareholders residing in “relevant territories” (including countries that are European Union member states (other than Ireland), the United States and other countries with which Ireland has a tax treaty) may be exempted from Irish DWT. However, shareholders residing in other countries will generally be subject to Irish DWT.
The graph is indexed at 100 on July 8 for each of the Company’s ordinary shares, the S&P 500 Stock Index and the Dow Jones Containers & Packaging Index. It also assumes that all dividends were reinvested.
The graph is indexed at $100 on July 8, 2024 for each of the Company’s ordinary shares, the S&P 500 Stock Index and the Dow Jones Containers & Packaging Index. It also assumes that all dividends were reinvested.
For additional information, see “Risk Factors—Any dividend payment in respect of our shares is subject to a number of factors, including the distributions of earnings to the Company by its subsidiaries, the financial condition and results of operations of the Company, as well as the distributable reserves of the Company and the discretion of the Company’s Board, and there are no guarantees that the Company will pay dividends or the level of any such dividends.” 52 Performance Graph * The following graph compares cumulative total shareholder return on the Company’s ordinary shares against the Standard & Poor’s (“S&P”) 500 Stock Index and the Dow Jones Containers & Packaging Index from July 8, 2024 (the first day our ordinary shares began trading on the NYSE) through December 31, 2024.
For additional information, see “Risk Factors—Any dividend payment in respect of our shares is subject to a number of factors, including the distributions of earnings to the Company by its subsidiaries, the financial condition and results of operations of the Company, as well as the distributable reserves of the Company and the discretion of the Company’s Board, and there are no guarantees that the Company will pay dividends or the level of any such dividends.” 48 Performance Graph* The following graph compares cumulative total shareholder return on the Company’s ordinary shares against the Standard & Poor’s (“S&P”) 500 Stock Index and the Dow Jones Containers & Packaging Index from July 8, 2024 (the first day our ordinary shares began trading on the NYSE) through December 31, 2025 .
The declaration of dividends is subject to the discretion of Smurfit Westrock’s Board of Directors. Our Board is committed to continuing to pay regular cash dividends ; however, there can be no assurance as to future dividends.
The declaration of dividends is subject to the discretion of Smurfit Westrock’s Board. Our Board is committed to continuing to pay regular cash dividends; however, there can be no assurance as to future dividends.
The number of record holders of our ordinary shares does not reflect the number of persons or entities holding their shares in “street” name through brokerage firms or other nominee holders. Recent Sales of Unregistered Equity Securities None.
The number of record holders of our ordinary shares does not reflect the number of persons or entities holding their shares in “street” name through brokerage firms or other nominee holders. Recent Sales of Unregistered Equity Securities None. Issuer Purchases of Equity Securities None.
Equity Compensation Plan Information See Part III, Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters” below. Item 6. [ Reserved ] 53
Equity Compensation Plan Information See Part III, Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters” below. Item 6. [Reserved] 49
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities. Market Information Our ordinary shares are currently listed on the New York Stock Exchange (NYSE) under the ticker “SW” and began trading on July 8, 2024.
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securit i es Market Information Our ordinary shares are currently listed on the New York Stock Exchange (NYSE) under the ticker “SW” and began trading on July 8, 2024.
Prior to that date, there was no public trading market for our ordinary shares on the domestic stock exchanges. Our ordinary shares also trade under the symbol “SWR” on the London Stock Exchange. Holders A s of March 3 , 2025 , there wer e 5, 293 shareholder s of record of our ordinary shares.
Prior to that date, there was no public trading market for our ordinary shares on the domestic stock exchanges. Our ordinary shares also trade under the symbol “SWR” on the London Stock Exchange. Holders As of February 20, 2026, there were 4,955 shareholders of record of our ordinary shares.
Removed
Issuer Purchases of Equity Securities None Dividends Historically, WestRock has declared dividends on a quarterly basis and Smurfit Kappa has declared dividends at least twice per year.
Added
Dividends On February 3, 2026, the Company announced that its Board approved a quarterly dividend of $0.4523 per share on its ordinary shares representing a $1.81 annualized dividend, or an increase of 5% from the prior dividend.
Removed
Following the approval on July 24, 2024 by the High Court of Ireland of a capital reduction in accordance with Part 3 of the Irish Companies Act 2014, on July 26, 2024, Smurfit Westrock announced that the Board approved a quarterly dividend of $0.3025 per share on its ordinary shares.
Added
The quarterly dividend is expected to be paid on March 18, 2026 to shareholders of record at the close of business on February 17, 2026. In fiscal 2025, 2024 and 2023 the Company paid dividends totaling $1.72 , $1.89 and $1.50 per share, respectively.
Removed
The quarterly dividend of $0.3025 per ordinary share was paid on September 18, 2024 to shareholders of record at the close of business on August 15, 2024. Subsequently, the Board approved a quarterly dividend of $0.3025 per share on the Company’s ordinary shares.
Removed
The quarterly dividend of $0.3025 per ordinary share was paid on December 18, 2024 to shareholders of record at the close of business on November 15, 2024 . In January 2025, the Board approved a quarterly dividend of $0.4308 per share on its o rdinary shares .

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

110 edited+47 added−55 removed33 unchanged
Biggest changeThe increase in the cash outflows from changes in operating assets and liabilities was partially offset by the $432 million increase in net income adjusted for non-cash items, including depreciation, depletion and amortization, cash surrender value increase in excess of premiums paid, impairment charges on assets other than goodwill , share-based compensation expense, deferred tax (benefit) expense, and pension and other post-retirement funding more than cost , resulting in a net decrease in cash flows from operating activities.
Biggest changeSee “Contractual Obligations and Commitments” for more information. 58 Cash Flow Activity The following table contains selected financial information from Smurfit Westrock’s Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 ($ in millions): Years ended December 31, ($ in millions) 2025 2024 Net cash provided by operating activities $ 3,392 $ 1,483 Net cash used for investing activities $ (2,143) $ (2,114) Net cash (used for) provided by financing activities $ (1,298) $ 607 Net cash provided by operating activities increased by $1,909 million , or 129% , to $3,392 million in the year ended December 31, 2025 from $1,483 million in the year ended December 31, 2024 , primarily due to a $1,489 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 .
As Smurfit Westrock can decide which subsidiaries should pay dividends, it is does not expect that this deferred tax liability will have a material impact on its cash flows in the foreseeable future. The determination of the amount of unrecognized deferred tax liability related to indefinitely invested foreign earnings not subject to additional outside basis difference taxes is not practicable.
As Smurfit Westrock can decide which subsidiaries should pay dividends, it does not expect that this deferred tax liability will have a material impact on its cash flows in the foreseeable future. The determination of the amount of unrecognized deferred tax liability related to indefinitely invested foreign earnings not subject to additional outside basis difference taxes is not practicable.
Smurfit Westrock regularly reviews the recoverability of deferred tax assets for adjustments to taxable income, changes in tax laws or interpretations thereof and tax rates, as all of these could impact its effective tax rate. 71 Smurfit Westrock is subject to routine tax audits and examinations.
Smurfit Westrock regularly reviews the recoverability of deferred tax assets for adjustments to taxable income, changes in tax laws or interpretations thereof and tax rates, as all of these could impact its effective tax rate. Smurfit Westrock is subject to routine tax audits and examinations.
The company prepared estimates and engaged third-party valuation specialists to assist in the valuation of plant and machinery assets, which required significant judgements and assumptions inherent in the estimates regarding items such as deriving the effective age, economic lives, residual values and other factors, including estimating future cash flows that Smurfit Westrock expects to generate from the acquired assets.
The company prepared estimates and engaged third-party valuation specialists to assist in the valuation of plant and machinery assets, which required significant judgments and assumptions inherent in the estimates regarding items such as deriving the effective age, economic lives, residual values and other factors, including estimating future cash flows that Smurfit Westrock expects to generate from the acquired assets.
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 Consolidated Balance Sheets as of December 31, 2024 , 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.
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 Consolidated Balance Sheets as of December 31, 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.
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 expense, net , share-based compensation expense , other (expense) income, net , impairment of goodwill and other assets, amortization of fair value step up on inventory , 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.
Segment profitability is measured based on Adjusted EBITDA, defined as income before income taxes , unallocated corporate costs , depreciation, depletion and amortization , interest expense, net , pension and other postretirement non-service income (expense), net , share-based compensation expense , other expense, 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.
It uses significant judgement in (i) determining whether a tax position, based solely on its technical merits, is “more likely than not” to be sustained upon examination and (ii) measuring the tax benefit as the largest amount of benefit that is “more likely than not” to be realized upon settlement.
It uses significant judgment in (i) determining whether a tax position, based solely on its technical merits, is “more likely than not” to be sustained upon examination and (ii) measuring the tax benefit as the largest amount of benefit that is “more likely than not” to be realized upon settlement.
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 Consolidated Balance Sheets and the activity is reflected in “Net cash provided by operating activities” in the Company’s C onsolidated Statements of Cash Flows .
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 Consolidated Balance Sheets and the activity is reflected in “Net cash provided by operating activities” in the Company’s Consolidated Statements of Cash Flows.
Commitments and Contingencies ,” of the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for more information on Smurfit Westrock’s purchase commitments and the timing of the expected future payments. 66 Off-Balance Sheet Arrangements As of December 31, 2024 , Smurfit Westrock did not have any off-balance sheet arrangements.
Commitments and Contingencies ,” of the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for more information on Smurfit Westrock’s purchase commitments and the timing of the expected future payments. Off-Balance Sheet Arrangements As of December 31, 2025 , Smurfit Westrock did not have any off-balance sheet arrangements.
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 14. Debt ” and “Note 22.
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 15. Debt ” and “Note 22.
Contractual Obligations and Commitments Smurfit Westrock’s primary cash requirements from contractual obligations and commitments include: • Debt obligations. See “Note 14. Debt ,” of the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for more information on Smurfit Westrock’s debt obligations and timing of expected future payments. • Operating and finance leases.
Smurfit Westrock’s primary cash requirements from contractual obligations and commitments include: • Debt obligations. See “Note 15. Debt ,” of the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for more information on Smurfit Westrock’s debt obligations and timing of expected future payments. • Operating and finance leases. See “Note 13.
Smurfit Westrock has not made any material changes to its impairment loss assessment methodology during the past three fiscal years. Accounting for Income Ta xes Smurfit Westrock’s income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits, reflect management’s best assessment of estimated current and future taxes to be paid.
Smurfit Westrock has not made any material changes to its impairment loss assessment methodology during the past three fiscal years. 64 Accounting for Income Taxes Smurfit Westrock’s income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits, reflect management’s best assessment of estimated current and future taxes to be paid.
Smurfit Westrock defines Adjusted EBITDA as net income before income tax expense , depreciation, depletion and amortization , interest expense, net , pension and other postretirement non-service expense, net , share-based compensation expense , other (expense) income, net , impairment of goodwill and other assets, amortization of fair value step up on inventory , 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.
Smurfit Westrock defines Adjusted EBITDA as net income before income tax expense , depreciation, depletion and amortization , interest expense, net , pension and other postretirement non-service income (expense), net , share-based compensation expense , other expense, 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.
See “Note 12. Leases ,” of the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for more information on Smurfit Westrock’s operating and finance lease obligations and timing of expected future payments. • Pension liabilities. See “Note 18.
Leases ,” of the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for more information on Smurfit Westrock’s operating and finance lease obligations and timing of expected future payments. • Pension liabilities. See “Note 19.
Smurfit Westrock and its suppliers agree on commercial terms for the goods and services we procure, including prices, quantities and payment terms, regardless of whether the supplier elects to participate in SCF programs. The suppliers sell Smurfit Westrock goods or services and issue the associated invoices based on the agreed-upon contractual terms.
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.
Please refer to the sectio n 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.
Please 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.
NON-GAAP FINANCIAL MEASURES Definitions Non-GAAP Financial Measures Smurfit Westrock reports its financial results in accordance with generally accepted accounting principles in the U.S. (“GAAP”).
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”).
A 1% change in the effective tax rate would increase or decrease Smurfit Westrock’s income tax expense for the year ended December 31, 2024 by $6 million . In 2021, political agreement was reached by the OECD Inclusive Framework on a two-pillar approach to international tax reform.
A 1% change in the effective tax rate would increase or decrease Smurfit Westrock’s income tax expense for the year ended December 31, 2025 by $10 million . In 2021, political agreement was reached by the OECD Inclusive Framework on a two-pillar approach to international tax reform.
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.
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 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.
The programs are described below. 57 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.
As a result of this evaluation, Smurfit Westrock recorded valuation allowances of $372 million as of December 31, 2024 and $67 million as of December 31, 2023 , related to certain deferred tax assets, primarily tax loss carryforwards, where there is uncertainty as to the ultimate realization of a benefit.
As a result of this evaluation, Smurfit Westrock recorded valuation allowances of $429 million as of December 31, 2025 and $372 million as of December 31, 2024 , related to certain deferred tax assets, primarily tax loss carryforwards, where there is uncertainty as to the ultimate realization of a benefit.
The outstanding payment obligations to financial institutions under these programs were $450 million as of December 31, 2024 . Smurfit Westrock also participates in certain vendor financing and commercial card programs to support travel and entertainment expenses and smaller vendor purchases.
The outstanding payment obligations to financial institutions under these programs were $361 million as of December 31, 2025 . Smurfit Westrock also participates in certain vendor financing and commercial card programs to support travel and entertainment expenses and smaller vendor purchases.
Fair Value Measurement ” for a discussion of the Company’s monetization facilities. 64 Smurfit Westrock’s working capital management strategy includes working with its suppliers to revisit terms and conditions, including the extension of payment terms.
Fair Value Measurement ” of the 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.
As of December 31, 2024 and 2023 , Smurfit Westrock recognized a deferred tax liability of $179 million and $126 million , respectively, on unremitted earnings, in respect of foreign income taxes or withholding taxes for expected or assumed repatriation, respectively .
As of December 31, 2025 and 2024 , Smurfit Westrock recognized a deferred tax liability of $209 million and $179 million , respectively, on unremitted earnings, in respect of foreign income taxes or withholding taxes for expected or assumed repatriation, respectively.
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 market s w ill 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 .
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.
This increase was primarily due to the impact of $740 million which related to the acquisition of WestRock.
This increase was primarily due to the impact of $808 million which related to the impact of the acquisition of WestRock.
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, Europe, MEA, APAC, and LATAM.
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.
Significant judgements and estimates are required in determining the consolidated income tax expense.
Significant judgments and estimates are required in determining the consolidated income tax expense.
A 50-basis point change in the discount rate, compensation level and expected long-term rate of return on plan assets, factoring in our corridor as appropriate, would have had the following effect on Smurfit Westrock’s pension expense for the year ended December 31, 2024 , (in millions): Pension Plans 50 Basis Point Increase 50 Basis Point Decrease Discount rate $ 2 $ (1) Compensation level 1 (1) Expected long-term rate of return on plan assets (9) 9 72 NEW ACCOUNTING STANDARDS See “Note 1.
A 50-basis point change in the discount rate, compensation level and expected long-term rate of return on plan assets, factoring in our corridor as appropriate, would have had the following effect on Smurfit Westrock’s pension expense for the year ended December 31, 2025 , (in millions): Defined Benefit Pension Plans 50 Basis Point Increase 50 Basis Point Decrease Discount rate $ 8 $ (8) Compensation level 1 (1) Expected long-term rate of return on plan assets (35) 35 NEW ACCOUNTING STANDARDS See “Note 1.
Retirement Plans ,” of the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for more information on Smurfit Westrock’s pension liabilities and the timing of expected future benefit payments under its pension plans and postretirement plans. • Capital commitments. See “Note 21.
Retirement Plans and Deferred Compensation Arrangements ,” of the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for more information on Smurfit Westrock’s pension liabilities and the timing of expected future benefit payments under its defined benefit pension p lans. 59 • Capital commitments. See “Note 21.
Normal patterns of demand growth can be disrupted by other macroeconomic trends, including inflation, pandemics (including the COVID-19 pandemic and related lockdowns), and global economic and geopolitical developments, among others. Consumer patterns also play a significant role in demand for corrugated packaging and consumer packaging.
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 factors such as a recession and geopolitical developments (including tariffs or other trade restrictions), among others. Consumer patterns also play a significant role in demand for corrugated packaging and consumer packaging.
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.
No operating segments have been aggregated for disclosure purposes. 54 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.
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 13.7% of the Company’s accounts payable balance.
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 10% - 14% of the Company’s accounts payable balance.
Accordingly, as noted above, the financial statements reflected in these Consolidated Financial Statements and the discussions below include WestRock's financial position and results of operations for the period subsequent to the completion of the Combination on July 5, 2024.
As noted above, Smurfit Kappa was determined to be the accounting acquirer of WestRock. Accordingly, the financial statements reflected in these Consolidated Financial Statements and the discussions below include WestRock's financial position and results of operations for the period subsequent to the completion of the Combination on July 5, 2024.
LATAM Segment Net Sales Net sales before intersegment eliminations for the LATAM segment increased by $367 million , to $1,711 million in the year ended December 31, 2024 , from $1,344 million in the year ended December 31, 2023 . This increase was primarily due to the positive impact of $363 million from the acquisition of WestRock.
LATAM Segment Net Sales Net sales before intersegment eliminations for the LATAM segment increased by $402 million , to $2,113 million in the year ended December 31, 2025 , from $1,711 million in the year ended December 31, 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 increased by $104 million , to $378 million in the year ended December 31, 2024 , from $274 million in the year ended December 31, 2023 . This increase was primarily due to the positive impact of $106 million from the acquisition of WestRock.
Adjusted EBITDA Adjusted EBITDA for the LATAM segment increased by $107 million , to $485 million in the year ended December 31, 2025 , from $378 million in the year ended December 31, 2024 . This increase was primarily due to the positive impact of $117 million from the acquisition of WestRock.
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.
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.
This increase was primarily due to the positive impact of $8,481 million from the acquisition of WestRock. Adjusted EBITDA Adjusted EBITDA for the North America segment increased by $ 1,329 million, to $1,610 million in the year ended December 31, 2024 , from $281 million in the year ended December 31, 2023 .
Adjusted EBITDA Adjusted EBITDA for the North America segment increased by $1,388 million , to $2,998 million in the year ended December 31, 2025 , from $1,610 million in the year ended December 31, 2024 . This increase was primarily due to the positive impact of $1,446 million from the impact of the acquisition of WestRock.
Net cash provided by financing activities of $607 million in the year ended December 31, 2024 consisted primarily of cash inflows from a net increase in debt of $1,367 million , partially offset by cash dividends paid to shareholders of $650 million and debt issuance costs of $63 million .
Net cash provided by financing activities of $607 million in the year ended December 31, 2024 consisted primarily of cash inflows from a net increase in debt of $1,367 million , partially offset by cash outflows from cash dividends paid to shareholders of $650 million , debt issuance costs of $63 million , purchases of treasury stock of $27 million , and tax paid in connection with shares withheld from employees of $26 million .
As a result of this reassessment, the Comp an y identified the following reporting unit s : (1) North America, which includes operations in the U.S. and Canada, (2) Europe, MEA and APAC, (3) Mexico, (4) Argentina and Chile, (5) Colombia & Central Cluster, and (6) Brazil. See “Note 1.
As a result of this reassessment, the Company identified the following reporting units: (1) North America, which includes operations in the U.S. and Canada, (2) Europe, MEA and APAC, (3) Mexico, (4) Argentina and Chile, (5) Colombia & Central Cluster, and (6) Brazil. See “Note 1.12. Goodwill and Non-current Assets ” and “Note 10.
Adjusted EBITDA Adjusted EBITDA for the Europe, MEA and APAC segment decreased by $ 155 million, to $1,529 million in the year ended December 31, 2024 , from $1,684 million in the year ended December 31, 2023 . There was a $63 million positive impact from the acquisition of WestRock.
Adjusted EBITDA Adjusted EBITDA for the Europe, MEA and APAC segment increased by $89 million , to $1,618 million in the year ended December 31, 2025 , from $1,529 million in the year ended December 31, 2024 . There was an $84 million positive impact from the acquisition of WestRock.
The law was enacted in Ireland with an effective date January 1, 2024 , and it was broadly in line with the OECD Inclusive Framework. For the year ended December 31, 2024 , a Pillar Two assessment was performed . The impact of Pillar Two was not significant.
The law was enacted in Ireland with an effective date January 1, 2024, and it was broadly in line with the OECD Inclusive Framework. For the year ended December 31, 2025 , a Pillar Two assessment was performed and its impact was not significant. The Company has made accounting policy elections to account for the income tax effect(s) of U.S.
Integration-related expenses associated with the Combination were $193 million in the year ended December 31, 2024 . We incur integration costs post-acquisition that reflect work performed to facilitate merger and acquisition integration and primarily consist of professional services and personnel and related expenses, such as work associated with information systems.
We 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.
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 Consolidated Balance Sheets. Receivables involved with these customer-based SCF programs constitute approximately 6% of the Company’s accounts receivable balance at December 31, 2024 .
Receivables transferred under these customer-based SCF programs generally meet the requirements to be accounted for as sales in accordance with guidance under Accounting Standards Codification (“ ASC”) 860, “Transfers and Servicing” (“ASC 860”), resulting in derecognition of such receivables from the Company’s Consolidated Balance Sheets.
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.
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.
Transaction-related costs associated with the Combination 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.
In the year ended December 31, 2024 , transaction and integration-related expenses consisted of t ransaction-related expenses of $202 million and $193 million of integration-related expenses associated with the Combination . 53 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.
Pension and Other Postretirement Non-Service Expense, Net Pension and other postretirement non-service expense, net decreased by $ 25 million, to $24 million in the year ended December 31, 2024 , from $49 million in the year ended December 31, 2023 .
Pension and Other Postretirement Non-Service Income (Expense), Net Pension and other postretirement non-service income (expense), net increased by $54 million , to income of $30 million in the year ended December 31, 2025 , from $24 million of expense in the year ended December 31, 2024 .
As of December 31, 2024 , Smurfit Westrock held cash and cash equivalents of $ 855 million, of which $426 million were held in euro, $169 million were held in U.S. dollars and $260 million were held in other currencies.
As of December 31, 2025 , Smurfit Westrock held cash and cash equivalents of $892 million , of which $273 million were held in euro, $328 million were held in U.S. dollars and $291 million were held in other currencies .
The purchase price allocation for the Merger is preliminary and is subject to revision as additional information about the acquisition- date fair value of assets and liabilities becomes available during the measurement period (a period not to exceed 12 months from the Closing Date) .
The excess of the purchase price over the fair value of net assets acquired was allocated to goodwill. 63 The purchase price allocation for the Merger was revised as additional information about the acquisition-date fair value of assets and liabilities became available during the measurement period (a period not to exceed 12 months from the Closing Date).
Smurfit Westrock tests goodwill for impairment at the reporting unit level. During the third quarter of 2024, following the completion of the Combination, the Company changed its reportable segments and reassessed its reporting units .
During the third quarter of 2024, following the completion of the Combination, the Company changed its reportable segments and reassessed its reporting units.
Acquisitions ” to the Consolidated Financial Statements, Smurfit Westrock allocated the $13,461 million aggregate merger consideration to the preliminary fair values of WestRock assets acquired and liabilities assumed as of the Closing Date using currently available information . The excess of the purchase price over the fair value of net assets acquired has been allocated to goodwill.
Acquisitions ” to the Consolidated Financial Statements, Smurfit Westrock allocated the $13,461 million aggregate merger consideration to the fair values of WestRock assets acquired and liabilities assumed as of the Closing Date.
The most significant assumptions related to the fair value estimates of plant and machinery assets acquired as part of property, plant and equipment.
The acquisition method of accounting required significant estimates and assumptions regarding the fair values of the elements of a business combination. The most significant assumptions related to the fair value estimates of plant and machinery assets acquired as part of property, plant and equipment.
Acquisitions ” to the Consolidated Financial Statements for Smurfit Westrock’s accounting policy on business combinations and more information on the Combination with WestRock. 70 Goodwill Impairment Smurfit Westrock reviews the carrying value of its goodwill annually during the fourth quarter , or more often if events or changes in circumstances indicate that the carrying amount may exceed fair value as set forth in ASC 350, “Intangibles — Goodwill and Other” (“ASC 350”).
Goodwill Impairment Smurfit Westrock reviews the carrying value of its goodwill annually during the fourth quarter, or more often if events or changes in circumstances indicate that the carrying amount may exceed fair value as set forth in ASC 350, “Intangibles — Goodwill and Other” (“ASC 350”). Smurfit Westrock tests goodwill for impairment at the reporting unit level.
Included within the carrying value of Smurfit Westrock’s borrowings as of December 31, 2024 are deferred debt issuance costs of $ 63 million, of which $ 8 million is current, all of which will be recognized in interest expense in Smurfit Westrock’s Consolidated Statements of Operations using the effective interest rate method over the remaining life of the borrowings.
Included within the carrying value of Smurfit Westrock’s borrowings as of December 31, 2025 are unamortized fair value adjustments, bond discounts and debt issuance costs of $94 million , including an unamortized fair value market adjustment of $22 million , all of which will be recognized in interest expense in Smurfit Westrock’s Consolidated Statements of Operations using the effective interest rate method over the remaining life of the borrowings.
This decrease was primarily due to a $170 million increase in the return on plan assets primarily due to acquired net pension assets in connection with the Combination, that was partially offset by an increase in interest costs of $128 million primarily due to acquired net pension assets in connection with the Combination; a $12 million increase in one-time settlement expenses and a $7 million increase in the net actuarial loss.
This increase was primarily due to a $164 million increase in the expected return on assets primarily due to acquired defined benefit pension assets in connection with the Combination and a decrease in net settlement loss of $17 million , partially offset by an increase in interest costs of $132 million primarily due to acquired defined benefit pension liabilities in connection with the Combination .
At December 31, 2024 , the Company had $5,079 million in undrawn committed facilities available under the New RCF and receivables securitization facilities. The weighted average period until maturity of undrawn committed facilities was 4.4 years as of December 31, 2024 . Combined with cash and cash equivalents of $855 million, the Company had $5,934 million of available liquidity.
At December 31, 2025 , the Company had $ 4,560 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 4.5 years as of December 31, 2025 .
Pension and Other Postretirement Obligations The determination of pension obligations and pension expense requires various assumptions that can significantly affect liability and expense amounts, such as the expected long-term rate of return on plan assets, discount rates, projected future compensation increases and mortality rates for each of Smurfit Westrock’s plans.
Global Intangible Low-Taxed Income (GILTI) as a period cost and to account for the income tax effect(s) of investment tax credits under the flow-through method. 65 Pension Obligations The determination of pension obligations and pension expense requires various assumptions that can significantly affect liability and expense amounts, such as the expected long-term rate of return on plan assets, discount rates, projected future compensation increases and mortality rates for each of Smurfit Westrock’s plans.
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.
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, and paperboard price movements tend to impact the prices of consumer packaging.
The non-GAAP financial measures Smurfit Westrock presents may differ from similarly captioned measures presented by other companies. Smurfit Westrock uses the non-GAAP financial measures “Adjusted EBITDA,” “Adjusted Net Income,” and “Adjusted Earnings Per Share - Basic.” A djusted EBITDA Smurfit Westrock uses the non-GAAP financial measure “Adjusted EBITDA” to evaluate its overall performance.
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.
Other (Expense) Income, Net Other (expense) income, net decreased by $ 61 million , to a net expense of $46 million in the year ended December 31, 2023 , from net income of $15 million in the year ended December 31, 2022 .
Other Expense, Net Other expense, net increased by $36 million , to a net expense of $61 million in the year ended December 31, 2025 , from a net expense of $25 million in the year ended December 31, 2024 .
Excluding the impact of this acquisition, net sales before intersegment eliminations decreased by $356 million primarily due to a lower selling/price mix of $732 million, partially offset by a positive volume impact of $352 million and net foreign currency impact of $36 million primarily due to the weakening of the U.S. dollar against th e euro, pound sterling and Polish zloty .
Excluding the impact of this acquisition, net sales before intersegment eliminations increased by $508 million primarily due to a net positive foreign currency impact of $462 million primarily due to the strengthening of the euro against the U.S. dollar, a higher selling price mix of $102 million , partially offset by a negative volume impact of $56 million .
Net cash provided by operating activities increased by $ 126 million, or 8.8% , to $ 1,559 million in the year ended December 31, 2023 from $ 1,433 million in the year ended December 31, 2022 , primarily due to an increase in the cash inflow in the change in operating assets and liabilities , partially offset by a decrease of $ 350 million in net income adjusted for non-cash items, including depreciation, depletion and amortization, impairment charges for goodwill and other assets , share-based compensation expense, deferred tax (benefit) expense, and pension and other post-retirement funding more than cost resulting in a net increase in cash flows from operating activities.
Net cash provided by operating activities increased by $1,909 million , to $3,392 million in the year ended December 31, 2025 , from $1,483 million in the year ended December 31, 2024 , primarily due to a $1,489 million increase in net income adjusted for non-cash items, primarily including depreciation, depletion and amortization , impairment charges, cash surrender value increase in excess of premiums paid , share-based compensation expense , deferred income tax benefit , and pension and other postretirement funding more than cost .
Effective the third quarter of 2024 Smurfit Westrock has identified three operating segments: (i) North America, which includes operations in the U.S., Canada and Mexico, (ii) Europe, MEA and APAC and (iii) LATAM, which includes operations in Central America and Caribbean, Argentina, Brazil, Chile, Colombia, Ecuador and Peru. No operating segments have been aggregated for disclosure purposes.
These operating segments are as follows: (i) North America, which includes operations in the U.S., Canada and Mexico, (ii) Europe, MEA and APAC and (iii) LATAM, which includes operations in Central America and the Caribbean, Argentina, Brazil, Chile, Colombia, Ecuador and Peru.
The following table contains selected financial information for Smurfit Westrock’s segments for the years ended December 31, 2024 , 2023 and 2022 : ($ in millions) 2024 2023 2022 Net sales (aggregate): (1) North America $ 10,092 $ 1,624 $ 1,720 Europe, MEA and APAC 9,577 9,193 10,451 LATAM 1,711 1,344 1,397 Segment Adjusted EBITDA: North America $ 1,610 $ 281 $ 281 Europe, MEA and APAC 1,529 1,684 1,920 LATAM 378 274 280 (1) Ne t sales before intersegment eliminations The year ended December 31, 2024 , compared to the year ended December 31, 2023 North America Segment Net Sales Net sales before intersegment eliminations for the North America segment increased by $ 8,468 million , to $ 10,092 million in the year ended December 31, 2024 , from $1,624 million in the year ended December 31, 2023 .
The following table contains selected financial information for Smurfit Westrock’s segments for the years ended December 31, 2025 and 2024 ($ in millions): Years ended December 31, 2025 2024 Net sales (aggregate): (1) North America $ 18,577 $ 10,092 Europe, MEA and APAC 10,893 9,577 LATAM 2,113 1,711 Segment Adjusted EBITDA: North America $ 2,998 $ 1,610 Europe, MEA and APAC 1,618 1,529 LATAM 485 378 (1) Net sales before intersegment eliminations .
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 13.
Receivables involved with these customer-based SCF programs may vary from period to period, and were 6% of the Company’s accounts receivable balance at December 31, 2025 . In addition, Smurfit Westrock has monetization facilities that sell to third-party financial institutions all of the short-term receivables generated from certain customer trade accounts. See “Note 14.
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.
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.
Set forth below is a reconciliation of the non-GAAP financial measure Adjusted Net Income to Net income attributable to common shareholders and Earnings per share to Adjusted Earnings per Share, the most directly comparable GAAP measures for the periods indicated.
Management believes that the most directly comparable GAAP measure to Adjusted EBITDA is “Net income”. 60 Set forth below is a reconciliation of the non-GAAP financial measure Adjusted EBITDA to Net income, the most directly comparable GAAP measure, for the periods indicated ($ in millions).
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.
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.
Consequently, the results reported for the twelve months ended December 31, 2024 do not include WestRock’s financial results for the first five days of July or any prior periods. Refer to “Note 2. Acquisitions ” of the Consolidated Financial Statements for additional information related to the accounting for the Combination.
Consequently, the results reported for the twelve months ended December 31, 2024 do not include WestRock’s financial results for the first five days of July or any prior periods. Therefore, in fiscal 2025 acquired WestRock operations were included for an incremental six months and five days compared to fiscal 2024. Refer to “Note 2.
The year ended December 31, 2023 , compared to the year ended December 31, 2022 North America Segment Net Sales Net sales before intersegment eliminations for the North America segment decreased by $96 million , to $1,624 million in the year ended December 31, 2023 , from $1,720 million in the year ended December 31, 2022 .
The year ended December 31, 2025 , compared to the year ended December 31, 2024 North America Segment Net Sales Net sales before intersegment eliminations for the North America segment increased by $8,485 million , to $18,577 million in the year ended December 31, 2025 , from $10,092 million in the year ended December 31, 2024 .
As a result of the qualitative assessment, Smurfit Westrock determined that it was more likely than not that the estimated fair value of each reporting unit with goodwill exceeded its respective carrying value. Therefore, the Company determined that goodwill for each reporting unit was not impaired and that a quantitative goodwill test was not required. See “ Note 9.
The qualitative assessment also considered changes since the last qualitative assessment of all the Company’s reporting units, which was performed in 2024 . As a result of the qualitative assessment, Smurfit Westrock determined that it was more likely than not that the estimated fair value of each reporting unit with goodwill exceeded its respective carrying value.
This increase was primarily due to t he impact of $9,381 million related to the acquisition of WestRock. Excluding the impact of this acquisition, net sales decreased by $365 million primarily resulting from a $715 million impact due to a lower selling/price mix, partially offset by a positive volume impact of $377 million.
This increase was primarily due to the positive impact of $8,877 million from the impact of the acquisition of WestRock. Excluding the impact of this acquisition, net sales before intersegment eliminations decreased by $392 million primarily due to a $690 million impact of lower volumes, partially offset by a $311 million impact from a higher sales price mix.
If the Company’s estimates of the economic lives change, depreciation or amortization expenses could be increased or decreased, or the acquired asset could be imp aired. See “Note 1. Description of Business and Summary of Significant Accounting Policies — Business Combinations ” and “Note 2.
If the Company’s estimates of the economic lives change, depreciation or amortization expenses could be increased or decreased, or the acquired asset could be impaired. See “Note 1.13. Business Combinations ” and “Note 2. Acquisitions ” to the Consolidated Financial Statements for Smurfit Westrock’s accounting policy on business combinations and more information on the Combination with WestRock.
Excluding the impact of this acquisition, A djusted EBITDA decreased by $218 million mainly due to a lower selling price/mix impact of $732 million, partly offset by lower input prices of $449 million and a positive impact of $67 million due to higher volumes .
Excluding the impact of this acquisition, Adjusted EBITDA decreased by $58 million primarily due to higher costs of $244 million and lower volumes of $126 million , partially offset by a higher selling price mix of $311 million .
Net income attributable to common shareholders decreased by $506 million , to $ 319 million in the year ended December 31, 2024 , from $825 million in the year ended December 31, 2023 .
Net income attributable to common shareholders increased by $380 million , to $699 million in the year ended December 31, 2025 , from $319 million in the year ended December 31, 2024 . The increase was primarily due to the operations acquired in the Combination.
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 amount of commercial paper outstanding does not reduce available capacity under the revolving loan facility.
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.
Net cash used for financing activities of $479 million in the year ended December 31, 2023 consisted primarily of cash outflows from net repayments of debt of $55 million and cash dividends paid to shareholders of $391 million .
Net cash used for financing activities of $1,298 million in the year ended December 31, 2025 consisted primarily of cash outflows from cash dividends paid to shareholders of $900 million , a net decrease in debt of $304 million , tax paid in connection with shares withheld from employees of $69 million and debt issuance costs of $20 million .
Transaction and Integration-related Expenses Associated with the Combination The Company incurred transaction and integration-related expenses associated with the Combination o f $395 million and $78 million in the years ended December 31, 2024 and 2023, respectively. Transaction-related expenses associated with the Combination were $202 million and $78 million in the years ended December 31, 2024 and 2023, respectively.
Impairment and Restructuring Costs ” of the 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 $120 million and $395 million in the years ended December 31, 2025 and 2024 , respectively.
This increase was primarily due to the positive impact of $1,380 million from the acquisition of WestRock. 61 Europe, MEA and APAC Segment Net Sales Net sales before intersegment eliminations for the Europe, MEA and APAC segment increased by $ 384 million, to $ 9,577 million in the year ended December 31, 2024 , from $9,193 million in the year ended December 31, 2023 .
The higher costs of $244 million were mainly due to the impact of increased e conomic downtim e along with higher energy costs. 55 Europe, MEA and APAC Segment Net Sales Net sales before intersegment eliminations for the Europe, MEA and APAC segment increased by $1,316 million , to $10,893 million in the year ended December 31, 2025 , from $9,577 million in the year ended December 31, 2024 .
The increase in SG&A expenses of $ 1,189 million was primarily due to additional SG&A expenses of $1,189 million related to the acquisition of WestRock.
This increase was primarily due to the impact of $9,845 million related to the acquisition of WestRock.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeCertain of our financial derivative contracts are designated as cash flow hedges, with changes in the fair value of these contracts being accounted for in “Accumulated Other Comprehensive Loss” in Shareholders Equity. The resulting gain or loss is reclassified into “Cost of goods sold” in the Consolidated Statements of Operations concurrently with the recognition of the commodity.
Biggest changeThe resulting gain or loss is reclassified into “Cost of goods sold” in the Consolidated Statements of Operations concurrently with the recognition of the commodity. Certain of our financial derivative contracts do not qualify for hedge accounting but are effective economic hedges.
Interest rate changes therefore generally do not affect the market value of such debt, but do impact the amount of interest payments and, therefore, Smurfit Westrock’s future earnings and cash flows, assuming other factors are held constant.
Interest rate changes generally do not affect the market value of such debt, but do impact the amount of interest payments and, therefore, Smurfit Westrock’s future earnings and cash flows, assuming other factors are held constant.
Although the Company is impacted by the exchange rates of a number of currencies, its largest net assets exposures for the year ended December 31, 2024 included the euro, the Mexican peso, the Canadian dollar, the Brazilian real, the pound sterling , and the Colombian peso. Strengthening of the U.
Although the Company is impacted by the exchange rates of a number of currencies, its largest net assets exposures for the year ended December 31, 2025 and 2024 included the euro, the Mexican peso, the Canadian dollar, the Brazilian real, the pound sterling, and the Colombian peso.
Interest income on cash balances would increase by approximately $9 million assuming a 1% increase in interest rates earned on such balances over the following 12 months. Foreign Exchange Risk Smurfit Westrock manages its balance sheet having regard to the currency exposures arising from its assets being denominated in a wide range of currencies.
Interest income on cash balances would increase by approximately $9 million assuming a 1% increase in interest rates earned on such balances over the following 12 months for both years. 66 Foreign Exchange Risk Smurfit Westrock manages its balance sheet having regard to the currency exposures arising from its assets being denominated in a wide range of currencies.
Smurfit Westrock operates in markets both inside and outside of the U.S. and derived 65.4% of net sales for the year ended December 31, 2024 , from outside the U.S. through international operations, some of which were transacted in U.S. dollars.
Smurfit Westrock operates in markets both inside and outside of the U.S. and derived 54% and 65% of net sales for the year ended December 31, 2025 and 2024 , respectively, from outside the U.S. through international operations, some of which were transacted in U.S. dollars.
Holding all other variables constant, if interest rates for variable rate borrowing s increased by 1% Smurfit Westrock’s interest expense would increase, and income before taxes would decrease, by approximately $17 million over the following 12 months.
Holding all other variables constant, if interest rates for variable rate borrowings increased by 1% Smurfit Westrock’s interest expense would increase, and income before taxes would decrease, by approximately $17 million over the following 12 months for both years.
At December 31, 2024 , Smurfit Westrock had fixed an average of 88.2 % of its interest cost on borrowings over the following 12 months.
Smurfit Westrock had fixed an average of 88% of its interest cost on borrowings over the following 12 months at both December 31, 2025 and 2024 .
Smurfit Westrock’s main energy exposure is to the cost of gas and electricity. Smurfit Westrock’s energy costs increased by 25.0% in the year ended December 31, 2024 , when compared to the year ended December 31, 2023 , as a result of the Combination with WestRock, partially offset by lower energy market prices for legacy Smurfit Kappa operations .
Smurfit Westrock’s energy costs increased by 25% in the year ended December 31, 2024 , when compared to the year ended December 31, 2023 , as a result of the Combination with WestRock, partially offset by lower energy market prices for legacy Smurfit Kappa operations .
To manage commodity price risk, Smurfit Westrock may enter physical commodity contracts or financial derivative contracts to manage risks associated with fluctuating energy costs. The timeframe for such programs can be up to three years.
The objective of our commodity exposure management is to minimize volatility in earnings due to large fluctuations in the price of commodities. To manage commodity price risk, Smurfit Westrock may enter physical commodity contracts or financial derivative contracts to manage risks associated with fluctuating energy costs. The timeframe for such programs can be up to three years.
S. do llar exchange rate by 1% against all other foreign currencies from the December 31, 2024 , rate would reduce shareholders’ equity by approximately $101 million. 73 Commodity Price Risk Smurfit Westrock is exposed to commodity price risks through its dependence on recovered paper, the principal raw material used in the manufacture of recycled containerboard and virgin fiber which is the principal raw material that Smurfit Westrock uses in the production of a portion of the Company’s containerboard, bleached paperboard and market pulp.
Commodity Price Risk Smurfit Westrock is exposed to commodity price risks through its dependence on recovered paper, the principal raw material used in the manufacture of recycled containerboard and virgin fiber which is the principal raw material that Smurfit Westrock uses in the production of a portion of the Company’s containerboard, bleached paperboard and market pulp.
We have elected to apply the normal purchase normal sales (“NPNS”) scope exception, where appropriate, for physical commodity contracts that meet the criteria of derivatives under ASC 815. As such, Smurfit Westrock is not required to apply derivative accounting treatment as required by ASC 815 to these physical commodity transactions.
We have elected to apply the normal purchase normal sales (“NPNS”) scope exception, where appropriate, for physical commodity contracts that meet the criteria of derivatives under ASC 815, “Derivatives and Hedging” (“ASC 815”) .
Certain of our financial derivative contracts do not qualify for hedge accounting but are effective economic hedges. As of December 31, 2024, the fair value of financial derivatives contracts and the impact of a hypothetical 10% adverse move in market prices on the fair values are immaterial. 74
As of December 31, 2025 , the fair value of financial derivatives contracts and the impact of a hypothetical 10% adverse move in market prices on the fair values are immaterial. 68
Smurfit Westrock may not be successful in managing these risks. Interest Rate Risk Smurfit Westrock is exposed to changes in interest rates . T he New Revolving Credit Facility is variable rate debt, as are Smurfit Westrock’s receivables securitization facilitie s.
Smurfit Westrock may not be successful in managing these risks. Interest Rate Risk Smurfit Westrock is exposed to changes in interest rates on its variable rate debt.
Net sales for the year ended December 31, 2024 , include sales from legacy WestRock starting on J uly 5, 20 24, and therefore the concentration of U.S. dollar net sales is expected to increase in the future. No single country represented more than 10% of non-U.S. dollar net sales.
The decrease in concentration from outside the U.S. was due to the full year impact of the Combination. No single country other than the U.S. represented more than 10% of our net sales.
Removed
Smurfit Westrock’s energy costs decreased by 28.1% in the year ended December 31, 2023 , when compared to the year ended December 31, 2022 , mainly due to lower gas and electricity prices. The objective of our commodity exposure management is to minimize volatility in earnings due to large fluctuations in the price of commodities.
Added
Strengthening of the U.S. dollar exchange rate by 1% against all other foreign currencies from the December 31, 2025 rate would reduce shareholders’ equity by approximately $114 mi llion compared to $101 million at December 31, 2024 .
Added
Smurfit Westrock’s main energy exposure is to the cost of gas and electricity. Smurfit Westrock’s energy costs increased by 45% in the year ended December 31, 2025 , when compared to the year ended December 31, 2024 , which was primarily a result of 2025 being the first full year of costs after the Combination with WestRock.
Added
As such, Smurfit Westrock is not required to apply derivative accounting treatment as required by ASC 815 to these physical commodity transactions. 67 Certain of our financial derivative contracts are designated as cash flow hedges, with changes in the fair value of these contracts being accounted for in “Accumulated Other Comprehensive Loss” in Shareholders Equity.