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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2025

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

For the transition period from to

Commission File Number: 001-42161

Smurfit Westrock plc

(Exact name of registrant as specified in its charter)



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


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

+353 1 202 7000

(Registrant’s telephone number, including area code)

N/A

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

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


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

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

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

requirements for the past 90 days. Yes ☒ No ☐

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

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

Yes ☒ No ☐

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

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

in Rule 12b-2 of the Exchange Act.




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

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

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

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

As of July 31, 2025, the registrant had 522,125,044 ordinary shares, nominal value $0.001 per share, issued and outstanding.

TABLE OF CONTENTS


	Page
EXPLANATORY NOTE	3

PART I - FINANCIAL INFORMATION	6

Item 1. Financial Statements	6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	38

Item 3. Quantitative and Qualitative Disclosures About Market Risk	54

Item 4. Controls and Procedures	54

PART II - OTHER INFORMATION	56

Item 1. Legal Proceedings	56

Item 1A. Risk Factors	56

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	56

Item 3. Defaults Upon Senior Securities	56

Item 4. Mine Safety Disclosures	56

Item 5. Other Information	56

Item 6. Exhibits	57

Signatures	58

EXPLANATORY NOTE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

after the Combination.

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

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

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

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

provided herein.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

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

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

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

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

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

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

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

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

to change in the future.

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

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

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

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

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

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

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

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

Important factors that could cause actual results to differ materially from plans, estimates or expectations include: changes in demand

environment; our ability to deliver on our closure plan and associated efforts; our future cash payments associated with these

initiatives; potential future cost savings associated with such initiatives; the amount of charges and the timing of such charges or

actions described herein; potential future impairment charges; accuracy of assumptions associated with the charges; economic,

competitive and market conditions generally, including macroeconomic uncertainty, customer inventory rebalancing, the impact of

inflation and increases in energy, raw materials, shipping, labor and capital equipment costs; geo-economic fragmentation and

protectionism such as tariffs, trade wars or similar governmental actions affecting the flows of goods, services or currency (including

the implementation of tariffs by the U.S. federal government and reciprocal tariffs and other protectionist or retaliatory measures

governments in Europe, Asia, and other countries have taken or may take in response); the impact of public health crises, such as

pandemics and epidemics and any related company or governmental policies and actions to protect the health and safety of individuals

or governmental policies or actions to maintain the functioning of national or global economies and markets; reduced supply of raw

materials, energy and transportation, including from supply chain disruptions and labor shortages; developments related to pricing

cycles and volumes; intense competition; the ability of the Company to successfully recover from a disaster or other business

continuity problem due to a hurricane, flood, earthquake, terrorist attack, war, pandemic, security breach, cyber-attack, power loss,

telecommunications failure or other natural or man-made events, including the ability to function remotely during long-term

disruptions; the Company’s ability to respond to changing customer preferences and to protect intellectual property; the amount and

timing of the Company’s capital expenditures; risks related to international sales and operations; failures in the Company’s quality

control measures and systems resulting in faulty or contaminated products; cybersecurity risks, including threats to the confidentiality,

integrity and availability of data in the Company’s systems; works stoppages and other labor disputes; the Company’s ability to

establish and maintain effective internal controls over financial reporting in accordance with Sarbanes Oxley Act of 2002, as amended,

and remediate any weaknesses in controls and processes; the Company’s ability to retain or hire key personnel; risks related to

sustainability matters, including climate change and scarce resources, as well as the Company’s ability to comply with changing

environmental laws and regulations; the Company’s ability to successfully implement strategic transformation initiatives; results and

impacts of acquisitions by the Company; the Company’s significant levels of indebtedness; the impact of the Combination on the

Company’s credit ratings; the potential impairment of assets and goodwill; the availability of sufficient cash to distribute dividends to

the Company’s shareholders in line with current expectations; the scope, costs, timing and impact of any restructuring of operations

and corporate and tax structure; evolving legal, regulatory and tax regimes; changes in economic, financial, political and regulatory

conditions in Ireland, the United Kingdom, the United States and elsewhere, and other factors that contribute to uncertainty and

volatility, natural and man-made disasters, civil unrest, geopolitical uncertainty, and conditions that may result from legislative,

regulatory, trade and policy changes associated with the current or subsequent Irish, U.S. or UK administrations; loss contingencies or

legal proceedings instituted, threatened, future or pending against the Company, including with respect to antitrust related matters;

actions by third parties, including government agencies; the Company’s ability to promptly and effectively integrate Smurfit Kappa’s

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

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

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

U.S. federal income tax rules under Section 7874 of the Internal Revenue Code of 1986, as amended, as a result of the Combination;

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

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

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

the 2024 Form 10-K, and as may be updated in this and other subsequent Quarterly Reports on Form 10-Q.

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

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

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

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

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

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

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

otherwise.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

INDEX TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF

SMURFIT WESTROCK PLC



	Page
Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024	7
Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and June 30, 2024	8
Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2025 and June 30, 2024	9
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and June 30, 2024	10
Condensed Consolidated Statements of Changes in Equity for the three and six months ended June 30, 2025 and June 30, 2024	11
Notes to the Condensed Consolidated Financial Statements	13

Smurfit Westrock plc

Condensed Consolidated Balance Sheets (Unaudited)

(in millions, except share data)


	June 30, 2025	December 31, 2024
Assets
Current assets:
Cash and cash equivalents (amounts related to consolidated variable interest entities of $5 million and $2 million at June 30, 2025 and December 31, 2024, respectively)	$778	$855
Accounts receivable, net (amounts related to consolidated variable interest entities of $893 million and $767 million at June 30, 2025 and December 31, 2024, respectively)	4,844	4,117
Inventories	3,774	3,550
Other current assets	1,583	1,533
Total current assets	10,979	10,055
Property, plant and equipment, net	23,097	22,675
Goodwill	7,207	6,822
Intangibles, net	1,107	1,117
Prepaid pension asset	677	635
Other non-current assets (amounts related to consolidated variable interest entities of $389 million and $389 million at June 30, 2025 and December 31, 2024, respectively)	2,679	2,455
Total assets	$45,746	$43,759

Liabilities and Equity
Current liabilities:
Accounts payable	$3,380	$3,290
Accrued compensation and benefits	872	882
Current portion of debt	1,034	1,053
Other current liabilities	2,305	2,108
Total current liabilities	7,591	7,333
Non-current debt due after one year (amounts related to consolidated variable interest entities of $296 million and $8 million at June 30, 2025 and December 31, 2024, respectively)	13,329	12,542
Deferred tax liabilities	3,482	3,600
Pension liabilities and other postretirement benefits, net of current portion	746	706
Other non-current liabilities (amounts related to consolidated variable interest entities of $334 million and $335 million at June 30, 2025 and December 31, 2024, respectively)	2,274	2,191
Total liabilities	27,422	26,372
Commitments and Contingencies (Note 16)
Equity:
Preferred stock; $0.001 par value; 500,000,000 shares authorized; 10,000 shares outstanding	—	—
Common stock; $0.001 par value; 9,500,000,000 shares authorized; 522,058,394 and 520,444,261 shares outstanding at June 30, 2025 and December 31, 2024, respectively	1	1
Deferred shares; €1 par value; 25,000 shares authorized; Nil and 25,000 shares outstanding at June 30, 2025 and December 31, 2024, respectively	—	—
Treasury stock; at cost; 1,459,832 and 2,037,589 common stock at June 30, 2025 and December 31, 2024, respectively	(65)	(93)
Capital in excess of par value	16,018	15,948
Accumulated other comprehensive loss	(428)	(1,446)
Retained earnings	2,771	2,950
Total shareholders’ equity	18,297	17,360
Noncontrolling interests	27	27
Total equity	18,324	17,387
Total liabilities and equity	$45,746	$43,759

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

Smurfit Westrock plc

Condensed Consolidated Statements of Operations (Unaudited)

(in millions, except per share data)


	Three months ended June 30,		Six months ended June 30,
	2025	2024	2025	2024
Net sales	$7,940	$2,969	$15,596	$5,899
Cost of goods sold	(6,425)	(2,276)	(12,504)	(4,496)
Gross profit	1,515	693	3,092	1,403
Selling, general and administrative expenses	(963)	(389)	(1,936)	(769)
Impairment and restructuring costs	(280)	—	(295)	—
Transaction and integration-related expenses associated with the Combination	(21)	(60)	(57)	(83)
Operating profit	251	244	804	551
Pension and other postretirement non-service income (expense), net	7	(29)	16	(39)
Interest expense, net	(182)	(33)	(349)	(58)
Other (expense) income, net	(18)	5	(23)	—
Income before income taxes	58	187	448	454
Income tax expense	(84)	(55)	(92)	(131)
Net (loss) income	(26)	132	356	323
Net income attributable to noncontrolling interests	(2)	—	—	—
Net (loss) income attributable to common shareholders	$(28)	$132	$356	$323

Basic (loss) earnings per share attributable to common shareholders	$(0.05)	$0.51	$0.68	$1.25

Diluted (loss) earnings per share attributable to common shareholders	$(0.05)	$0.51	$0.68	$1.24

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

Smurfit Westrock plc

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(in millions)


	Three months ended June 30,		Six months ended June 30,
	2025	2024	2025	2024
Net (loss) income	$(26)	$132	$356	$323
Other comprehensive income (loss), net of tax:
Foreign currency translation gain (loss)	712	(151)	1,090	(267)
Defined benefit pension and other postretirement benefit plans adjustments	(56)	24	(70)	40
Net (loss) gain on cash flow hedging derivatives	(5)	6	(2)	3
Other comprehensive income (loss), net of tax	651	(121)	1,018	(224)
Comprehensive income	625	11	1,374	99
Comprehensive income attributable to noncontrolling interests	(2)	—	—	—
Comprehensive income attributable to common shareholders	$623	$11	$1,374	$99

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

Smurfit Westrock plc

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in millions)


	Six months ended June 30,
	2025	2024
Operating activities:
Net income	$356	$323
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Depreciation, depletion and amortization	1,216	308
Impairment charges	184	—
Cash surrender value increase in excess of premiums paid	(20)	—
Share-based compensation expense	79	31
Deferred income tax benefit	(127)	(10)
Pension and other postretirement funding more than cost	(59)	(4)
Other	6	(1)
Change in operating assets and liabilities, net of acquisitions and divestitures:
Accounts receivable	(434)	(236)
Inventories	(55)	(20)
Other assets	(47)	(105)
Accounts payable	(35)	(12)
Income taxes	9	63
Accrued liabilities and other	(9)	45
Net cash provided by operating activities	1,064	382
Investing activities:
Capital expenditures	(999)	(385)
Cash paid for purchase of businesses, net of cash acquired	(5)	(28)
Proceeds from sale of property, plant and equipment	—	3
Other	8	—
Net cash used for investing activities	(996)	(410)

Financing activities:
Additions to debt	498	2,812
Repayments of debt	(121)	(33)
Debt issuance costs	(6)	(29)
Changes in commercial paper, net	(18)	—
Other debt repayments, net	(18)	(4)
Repayments of finance lease liabilities	(23)	(1)
Tax paid in connection with shares withheld from employees	(67)	—
Purchases of treasury stock	—	(27)
Cash dividends paid to shareholders	(450)	(335)
Other	1	(1)
Net cash (used for) provided by financing activities	(204)	2,382
Effect of exchange rate changes on cash and cash equivalents	59	(29)
(Decrease) increase in cash and cash equivalents	(77)	2,325
Cash and cash equivalents at beginning of period	855	1,000
Cash and cash equivalents at end of period	$778	$3,325

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

Smurfit Westrock plc

Condensed Consolidated Statements of Changes in Equity (Unaudited)

(in millions, except per share data)

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


	Shares of Common Stock	Common Stock	Capital in Excess of Par Value	Treasury Stock	Retained Earnings	Accumulated Other Comprehensive Loss	Total Shareholders' Equity	Noncontrolling Interest	Total
Balance at March 31, 2025	522	$1	$15,977	$(65)	$3,030	$(1,079)	$17,864	$25	$17,889
Net loss	—	—	—	—	(28)	—	(28)	2	(26)
Other comprehensive income, net of tax	—	—	—	—	—	651	651	—	651
Share-based compensation	—	—	38	—	—	—	38	—	38
Issuance of common stock net of tax paid in connection with shares withheld from employees	—	—	—	—	(3)	—	(3)	—	(3)
Dividends declared ($0.43 per share)(1)	—	—	3	—	(228)	—	(225)	—	(225)
Balance at June 30, 2025	522	$1	$16,018	$(65)	$2,771	$(428)	$18,297	$27	$18,324

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

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


	Shares of Common Stock	Common Stock	Capital in Excess of Par Value	Treasury Stock	Retained Earnings	Accumulated Other Comprehensive Loss	Total Shareholders' Equity	Noncontrolling Interest	Total
Balance at March 31, 2024(1)	261	$—	$3,564	$(93)	$3,712	$(950)	$6,233	$16	$6,249
Net income	—	—	—	—	132	—	132	—	132
Other comprehensive loss, net of tax	—	—	—	—	—	(121)	(121)	—	(121)
Share-based compensation	—	—	16	—	—	—	16	—	16
Dividends declared ($1.28 per share)	—	—	—	—	(335)	—	(335)	—	(335)
Balance at June 30, 2024	261	$—	$3,580	$(93)	$3,509	$(1,071)	$5,925	$16	$5,941

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

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

presented.

Smurfit Westrock plc

Condensed Consolidated Statements of Changes in Equity (Unaudited)

(in millions, except per share data)

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


	Shares of Common Stock	Common Stock	Capital in Excess of Par Value	Treasury Stock	Retained Earnings	Accumulated Other Comprehensive Loss	Total Shareholders' Equity	Noncontrolling Interest	Total
Balance at December 31, 2024	520	$1	$15,948	$(93)	$2,950	$(1,446)	$17,360	$27	$17,387
Net income	—	—	—	—	356	—	356	—	356
Other comprehensive income, net of tax	—	—	—	—	—	1,018	1,018	—	1,018
Share-based compensation	—	—	79	—	—	—	79	—	79
Shares distributed by Smurfit Kappa Employee Trust	—	—	(17)	17	—	—	—	—	—
Issuance of common stock net of tax paid in connection with shares withheld from employees	2	—	1	—	(67)	—	(66)	—	(66)
Cancellation of deferred shares by Smurfit Kappa Employee Trust	—	—	—	11	(11)	—	—	—	—
Dividends declared ($0.86 per share)(1)	—	—	7	—	(457)	—	(450)	—	(450)
Balance at June 30, 2025	$522	$1	$16,018	$(65)	$2,771	$(428)	$18,297	$27	$18,324

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

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


	Shares of Common Stock	Common Stock	Capital in Excess of Par Value	Treasury Stock	Retained Earnings	Accumulated Other Comprehensive Loss	Total Shareholders' Equity	Noncontrolling Interest	Total
Balance at December 31, 2023(1)	260	$—	$3,575	$(91)	$3,521	$(847)	$6,158	$16	$6,174
Net income	—	—	—	—	323	—	323	—	323
Other comprehensive loss, net of tax	—	—	—	—	—	(224)	(224)	—	(224)
Share-based compensation	—	—	30	—	—	—	30	—	30
Shares distributed by Smurfit Kappa Employee Trust	—	—	(25)	25	—	—	—	—	—
Purchases of treasury stock	—	—	—	(27)	—	—	(27)	—	(27)
Issuance of common stock	1	—	—	—	—	—	—	—	—
Dividends declared ($1.28 per share)	—	—	—	—	(335)	—	(335)	—	(335)
Balance at June 30, 2024	261	$—	$3,580	$(93)	$3,509	$(1,071)	$5,925	$16	$5,941

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

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

presented.

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

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

1. Description of Business and Summary of Significant Accounting Policies

1.1. Description of Business

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

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

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

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

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

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

1.2. Basis of Presentation

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

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

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

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

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

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

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

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

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

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

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

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

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

expenses, including income taxes during the reporting period. Such estimates include the fair value of assets acquired and assumed

liabilities in a business combination, determining goodwill and measuring impairment, income taxes and pension and other

postretirement benefits. These estimates and assumptions are based on management’s judgment. Actual results may differ from those

estimates, and the differences could be material.

We base our estimates on the current information available, our experiences and various other assumptions believed to be reasonable

under the circumstances. The process of determining significant estimates is fact specific and takes into account factors such as

historical experience, current and expected economic conditions, product mix, and in some cases, actuarial techniques. We regularly

evaluate these significant factors and make adjustments in the Condensed Consolidated Financial Statements where facts and

circumstances dictate.

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

not precisely reflect the absolute figures.

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

1. Description of Business and Summary of Significant Accounting Policies - continued

1.3. Supplier Finance Program Obligations

We maintain supplier finance programs whereby we have entered into payment processing agreements with certain financial

institutions. These agreements allow participating suppliers to track payment obligations from Smurfit Westrock, and if voluntarily

elected by the supplier, to sell payment obligations from Smurfit Westrock to financial institutions at a discounted price. We are not a

party to the agreements between the participating financial institutions and the suppliers in connection with the program, and we do

not reimburse suppliers for any costs they incur for participation in the program. We have not pledged any assets as security or

provided any guarantees as part of the programs. We have no economic interest in our suppliers’ decisions to participate in the

programs. Our responsibility is limited to making payment in full to the respective financial institution according to the terms

originally negotiated with the supplier, which generally do not exceed 120 days. Smurfit Westrock or the financial institutions may

terminate the agreements upon 30 or 90 days’ notice. These obligations are classified as accounts payable within the Condensed

Consolidated Balance Sheets.

The outstanding payment obligations to financial institutions under these programs were $375 million and $450 million as of June 30,

2025 and December 31, 2024, respectively.

1.4. Significant Accounting Policies

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

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

1.5. Impairment and Restructuring Costs

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

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

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

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

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

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

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

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

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

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

plan.

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

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

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

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

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

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

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

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

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

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

1. Description of Business and Summary of Significant Accounting Policies - continued

1.6. New Accounting Standards Recently Adopted

During the six months ended June 30, 2025, there were no newly issued or newly applicable accounting pronouncements adopted that

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

1.7. New Accounting Standards Not Yet Adopted

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

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

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

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

Early adoption is permitted. The new disclosures (as required) will be included in the consolidated financial statements included in the

Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

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

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

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

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

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

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

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

2. Acquisitions

Transaction agreement with WestRock Company

Pursuant to a transaction agreement dated as of September 12, 2023 (the “Transaction Agreement”), among Smurfit Westrock, Smurfit

Kappa Group plc (“Smurfit Kappa”), WestRock Company (“WestRock”) and Sun Merger Sub, LLC (“Merger Sub”) the following

was completed (i) Smurfit Westrock acquired Smurfit Kappa by means of a scheme of arrangement under the Companies Act 2014 of

Ireland (as amended) (the “Smurfit Kappa Share Exchange”) and (ii) Merger Sub merged with and into WestRock, with WestRock

continuing as the surviving entity (the “Merger” and, together with the Smurfit Kappa Share Exchange, the “Combination”). The

Combination closed on July 5, 2024 (the “Closing Date”). The aggregate merger consideration was $13,461 million.

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. The allocation of the purchase price with respect to the Merger is based upon

management’s estimates of and assumptions related to the fair values of WestRock assets acquired and liabilities assumed as of the

Closing Date. In the period since the 2024 Consolidated Financial Statements, the preliminary purchase price allocation to the fair

value of the assets acquired and liabilities assumed has changed resulting in an increase in the related goodwill of $51 million. The

Company has reflected the measurement period adjustments to date in the period in which the adjustments were identified, and will

continue to reflect measurement period adjustments, if any, in the period in which the adjustments are identified. The Company will

finalize the accounting for the Merger within the measurement period (a period not to exceed 12 months from the Closing Date).

Unaudited Pro Forma Combined Financial Information 

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

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


	Three months ended	Six months ended
	June 30, 2024	June 30, 2024
Net sales	$7,786	$15,450
Net income attributable to common shareholders	267	482

The unaudited pro forma combined financial information above is based on the historical financial statements of Smurfit Kappa,

WestRock, and Smurfit Westrock, and is not indicative of the results of operations that would have been achieved if the Merger had

occurred on January 1, 2023, nor is it indicative of future results. The unaudited pro forma combined financial information has been

prepared by applying the accounting policies of Smurfit Westrock and includes, where applicable, adjustments for the following

factually supportable items or transactions, directly attributable to the Merger: (i) elimination of intercompany activity; (ii)

incremental depreciation expense from the preliminary fair value adjustments to property, plant and equipment; (iii) amortization

expense from the preliminary fair value adjustments to acquired intangible assets; (iv) incremental stock-based compensation expense

associated with the Merger; (v) interest expense for acquisition financing and the amortization of the fair value adjustment to debt

assumed; (vi) removal of pension and other postretirement amortization expense resulting from the fair value adjustment to acquired

WestRock pension and other post-employment benefit assets and liabilities; (vii) changes to align accounting policies; and (viii)

associated tax-related impacts of adjustments.

The unaudited pro forma combined financial information also reflects a pro forma adjustment to remove $58 million and $113 million

of non-recurring transaction-related costs recorded during the three and six months ended June 30, 2024 of both Smurfit Kappa and

Westrock directly attributable to the Merger and to reflect these in 2023, as if the Merger had occurred on January 1, 2023.

These pro forma adjustments are based on available information as of the date hereof and upon assumptions that the Company

believes are reasonable to reflect the impact of the Merger on the Company’s historical financial information on a supplemental pro

forma basis. Adjustments do not include costs related to integration activities, cost savings or synergies that have been or may be

achieved by the combined business.

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

Statements.

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

3. Segment Information

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

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

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

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

Ecuador and Peru.

Segment profitability is measured based on Adjusted EBITDA, defined as income 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) income, net, amortization of fair value step up on inventory, transaction and

integration-related expenses associated with the Combination, impairment and restructuring costs and other specific items that

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

The chief operating decision maker (“CODM”) uses Adjusted EBITDA for each segment predominantly: to forecast and assess the

performance of the segments, individually and comparatively; to set pricing strategies for the segments; and to make decisions about

the allocation of operating and capital resources to each segment strategically, in the annual budget and in the quarterly forecasting

process. The CODM considers budget, or forecast, -to-actual variances on a quarterly and annual basis for segment Adjusted EBITDA

to inform these decisions.

Significant segment expenses are segment cost of sales and segment selling, general and administrative expenses. Segment cost of

sales primarily includes raw materials, direct labor and plant overhead costs. Segment selling, general and administrative expenses

primarily include compensation and benefits, external professional fees and other operating costs. Both segment cost of sales and

segment selling, general and administrative expenses exclude certain adjustments that management believes are not indicative of the

operating results of the business.

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

3. Segment Information - continued

The following tables show selected financial data for our segments.


Three months ended June 30, 2025	North America	Europe, MEA and APAC	LATAM		Total

Net sales (unaffiliated customers)	$4,652	$2,773	$515	$—	$7,940
Add net sales (intersegment)	103	5	3	—	111
Net sales (aggregate)	$4,755	$2,778	$518		$8,051

Less segment expenses:
Segment cost of goods sold	$(3,527)	$(2,072)	$(357)	—
Segment selling, general and administrative expenses	(476)	(334)	(38)	—
	$(4,003)	$(2,406)	$(395)		$(6,804)
Segment Adjusted EBITDA	$752	$372	$123		$1,247
Unallocated corporate costs					(34)
Depreciation, depletion and amortization					(613)
Impairment and restructuring costs					(280)
Transaction and integration-related expenses associated with the Combination					(21)
Interest expense, net					(182)
Pension and other postretirement non-service income, net					7
Share-based compensation expense					(36)
Other expense, net					(18)
Other adjustments					(12)
Income before income taxes					$58

Other adjustments in the table above include losses at closed facilities of $12 million.


Three months ended June 30, 2024	North America	Europe, MEA and APAC	LATAM		Total

Net sales (unaffiliated customers)	$437	$2,207	$325	$—	$2,969
Add net sales (intersegment)	1	4	15	—	20
Net sales (aggregate)	$438	$2,211	$340		$2,989

Less segment expenses:
Segment cost of goods sold	$(328)	$(1,597)	$(228)	—
Segment selling, general and administrative expenses	(49)	(252)	(25)	—
	$(377)	$(1,849)	$(253)		$(2,479)
Segment Adjusted EBITDA	$61	$362	$87		$510
Unallocated corporate costs					(30)
Depreciation, depletion and amortization					(160)
Transaction and integration-related expenses associated with the Combination					(60)
Interest expense, net					(33)
Pension and other postretirement non-service expense, net					(29)
Share-based compensation expense					(16)
Other income, net					5
Income before income taxes					$187

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

3. Segment Information - continued


Six months ended June 30, 2025	North America	Europe, MEA and APAC	LATAM	Total

Net sales (unaffiliated customers)	$9,230	$5,349	$1,017	$15,596
Add net sales (intersegment)	194	11	14	219
Net sales (aggregate)	$9,424	$5,360	$1,031	$15,815

Less segment expenses:
Segment cost of goods sold	$(6,914)	$(3,974)	$(704)
Segment selling, general and administrative expenses	(973)	(625)	(89)
	$(7,887)	$(4,599)	$(793)	$(13,279)
Segment Adjusted EBITDA	$1,537	$761	$238	$2,536
Unallocated corporate costs				(71)
Depreciation, depletion and amortization				(1,216)
Impairment and restructuring costs				(295)
Transaction and integration-related expenses associated with the Combination				(57)
Interest expense, net				(349)
Pension and other postretirement non-service income, net				16
Share-based compensation expense				(79)
Other expense, net				(23)
Other adjustments				(14)
Income before income taxes				$448

Other adjustments in the table above include losses at closed facilities of $14 million.


Six months ended June 30, 2024	North America	Europe, MEA and APAC	LATAM	Total

Net sales (unaffiliated customers)	$849	$4,397	$653	$5,899
Add net sales (intersegment)	1	8	28	37
Net sales (aggregate)	$850	$4,405	$681	$5,936

Less segment expenses:
Segment cost of goods sold	$(632)	$(3,145)	$(484)
Segment selling, general and administrative expenses	(98)	(513)	(56)
	$(730)	$(3,658)	$(540)	$(4,928)
Segment Adjusted EBITDA	$120	$747	$141	$1,008
Unallocated corporate costs				(53)
Depreciation, depletion and amortization				(308)
Transaction and integration-related expenses associated with the Combination				(83)
Interest expense, net				(58)
Pension and other postretirement non-service expense, net				(39)
Share-based compensation expense				(31)
Other adjustments				18
Income before income taxes				$454

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

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

3. Segment Information - continued


	Six months ended June 30,
	2025	2024
Capital expenditures:
North America	$580	$58
Europe, MEA and APAC	315	229
LATAM	90	87
Total reportable segments	$985	$374
Corporate	14	11
Total capital expenditures	$999	$385

Total assets by segment were:


	June 30,	December 31,
	2025	2024
Assets:
North America	$29,133	$29,078
Europe, MEA and APAC	12,448	10,723
LATAM	3,559	3,180
Total reportable segments	$45,140	$42,981
Corporate(1)	606	778
Total assets	$45,746	$43,759

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

income taxes and Cash and cash equivalents.

4. Revenue Recognition

Disaggregated Revenue

ASC 606, “Revenue from Contracts with Customers”, requires that we disaggregate revenue from contracts with customers into

categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

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

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


	Three months ended June 30, 2025
	North America	Europe, MEA and APAC	LATAM	Total
Revenue by product:
Paper	$1,092	$374	$50	$1,516
Packaging	3,560	2,399	465	6,424
Total	$4,652	$2,773	$515	$7,940

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

4. Revenue Recognition - continued


	Three months ended June 30, 2024
	North America	Europe, MEA and APAC	LATAM	Total
Revenue by product:
Paper	$31	$356	$15	$402
Packaging	406	1,851	310	2,567
Total	$437	$2,207	$325	$2,969


	Six months ended June 30, 2025
	North America	Europe, MEA and APAC	LATAM	Total
Revenue by product:
Paper	$2,218	$784	$96	$3,098
Packaging	7,012	4,565	921	12,498
Total	$9,230	$5,349	$1,017	$15,596


	Six months ended June 30, 2024
	North America	Europe, MEA and APAC	LATAM	Total
Revenue by product:
Paper	$58	$690	$31	$779
Packaging	791	3,707	622	5,120
Total	$849	$4,397	$653	$5,899

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

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

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

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

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

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

Contract assets and contract liabilities are reported within “Other current assets” and “Other current liabilities”, respectively, on the

Condensed Consolidated Balance Sheets.


	Contract Assets (Short-Term)	Contract Liabilities (Short-Term)
Balance at December 31, 2024	$197	$5
Decrease	(7)	—
Balance at June 30, 2025	$190	$5

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

5. Impairment and Restructuring Costs

The components of impairment and restructuring costs are as follows:


	Three months ended June 30,		Six months ended June 30,
	2025	2024	2025	2024
Impairment charges	$184	$—	$184	$—
Restructuring costs	96	—	111	—
Impairment and restructuring costs	$280	$—	$295	$—

Impairment Charges

The components of impairment charges are as follows:


	Three months ended June 30,		Six months ended June 30,
	2025	2024	2025	2024
Impairment of property, plant and equipment	$167	$—	$167	$—
Impairment of other assets	17	—	17	—
Impairment charges	$184	$—	$184	$—

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

restructuring costs”.

Of the total impairment charges, $176 million of these were triggered by the announcement on April 30, 2025, whereby the Company

announced it would permanently close the Company’s coated recycled board mill in St. Paul, Minnesota, U.S., discontinue production

at its containerboard mill in Forney, Texas, U.S. (the “Mill Closures”) and had initiated consultations with local works councils in

Germany with a view to permanently closing two converting facilities there (together with the Mill Closures, the “April 2025

Announced Closures”). These mills in the U.S. had ceased production by June 30, 2025.

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

assets being property, plant and equipment in accordance with ASC 360, “Property, Plant, and Equipment.”

The fair value of the property, plant and equipment assets was determined based on their estimated selling price in an orderly

transaction between market participants at the measurement date.

As a result of this assessment, an impairment charge of $159 million was recognized for the property, plant and equipment of the

facilities affected by the April 2025 announcement. An impairment charge of $17 million was recognized in relation to spare parts

included in inventories in these facilities.

Restructuring Costs

The segmental split of the restructuring costs of $96 million for the three months ended June 30, 2025 shown in the table above is as

follows:

•$43 million was recognized in the North America segment

•$50 million was recognized in the Europe, MEA and APAC segment

•$3 million was recognized in the LATAM segment.

The segmental split of the restructuring costs of $111 million for the six months ended June 30, 2025 shown in the table above is as

follows:

•$54 million was recognized in the North America segment

•$54 million was recognized in the Europe, MEA and APAC segment

•$3 million was recognized in the LATAM segment.

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

5. Impairment and Restructuring Costs - continued

The table below sets forth restructuring costs by type incurred:


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Severance charges	$62		$—		$71		$—
Other costs	34	—	—	—	40	—	—
Restructuring costs	$96		$—		$111		$—

Of the total restructuring costs, $54 million for the three and six months ended June 30, 2025 relates to the April 2025 Announced

Closures. The Company expects to recognize future additional charges of $45 million associated with the April 2025 Announced

Closures through 2026. These restructuring costs are recorded in “Other current liabilities” in the Condensed Consolidated Balance

Sheets. The majority of these charges will be paid within 12 months of the reporting date.

The remaining restructuring costs relate to individual restructuring actions which are individually and cumulatively immaterial.

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

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


	Three months ended June 30,		Six months ended June 30,
	2025	2024	2025	2024
Transaction-related expenses associated with the Combination	$2	$(60)	$—	$(83)
Integration-related expenses associated with the Combination	(23)	—	(57)	—
Total transaction and integration-related expenses associated with the Combination	$(21)	$(60)	$(57)	$(83)

Transaction-related Expenses Associated with the Combination

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

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

to and associated with the successful completion of the Combination.

Integration-related Expenses Associated with the Combination

We incur integration expenses post-acquisition that reflect work performed to facilitate merger and acquisition integration and

primarily consist of professional services and personnel and related expenses, such as work associated with information systems. We

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

transaction.

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

7. Accounts Receivable, net

Accounts receivable consists of the following:

Smurfit Westrock plc 10-Q