Smurfit Westrock plc
For the period ended Dec 31, 2025. Filed Feb 27, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 27, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-07.
0002005951-25-000005
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-27.
0001628280-26-012555
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
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367 unchanged; 68 reworded; 410 added; 29 removed; 3 previous and 47 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
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Form 10-K. The Company may not be able to accurately predict, control or mitigate these risks. Statements in this section are based on
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the Company’s beliefs and opinions regarding matters that could materially adversely affect the Company in the future and are not
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representations as to whether such matters have or have not occurred previously. The risks and uncertainties described below are not
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exhaustive and should not be considered a complete statement of all potential risks or uncertainties that the Company faces or may
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•Our decision or ability to pay dividends in respect of our shares or conduct share repurchases is subject to a number of
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dividends or that the Company will conduct share repurchases.
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obligations and costs, and failure to comply with these laws may have a material adverse effect on our business.
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•We are subject to compliance with competition and antitrust laws and regulations in the jurisdictions in which we operate
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and, from time to time, may be subject to investigations or proceedings with respect to allegations of unfair competitive
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For example, if the economic climate were to experience a deterioration as a result of geopolitical events (such as an escalation in
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existing wars or conflicts or the initiation of additional conflicts or hostilities), trade tensions (including the implementation of tariffs
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this will not reoccur. For example, we experienced market-related downtime at certain of our mills during the fourth quarter of fiscal
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Smurfit Westrock has 57 paper mills of differing capacities. If operations at any key mills (those which are more complex and/or have
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paper bags. Certain jurisdictions in which we conduct business have enacted extended producer responsibility legislation that requires
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producers to assume financial accountability for the complete lifecycle of products, including associated fees on packaging. These and
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returns in the short or medium terms. We also utilize and intend to expand our use of automation, robotics and machine learning in
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many of our products, including consumer-facing features, and we leverage generative artificial intelligence in our business processes.
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While we believe the use of these emerging technologies can present significant benefits, they also create risks and challenges. Data
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sourcing, technology, integration and process issues, bias in decision-making algorithms, concerns over intellectual property,
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reputational implications if use becomes controversial, system security concerns, or the protection of privacy could impair the
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adoption and acceptance of autonomous machine solutions. Additionally, if we are unable to match or surpass the advances of
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artificial intelligence that our competitors implement for their products or for internal operations, our competitive position could be
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things, regional conflicts or commodity inflation), as well as disruptions and government intervention in national economies
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cash flows andfinancial condition, and the trading price of our ordinary shares.
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labor environment for hourly workers remains competitive with continued instances of labor unrest, even as broader manufacturing
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operations, cash flows andfinancial condition, and the trading price of our ordinary shares.
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Both legacy Smurfit Kappa and WestRock previously established and publicly disclosed sustainability targets which are important to
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many stakeholders, including certain investors and customers. New targets for Smurfit Westrock are expected to be published in the
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second quarter of 2026 in the 2025 sustainability report. We expect to report performance relative to any such targets on an annual
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basis. Failure to meet any such targets could result in negative publicity and reputational damage and could have a material adverse
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business is also subject to general risks and uncertainties that may broadly affect companies, including us. Some of the factors, events,
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and contingencies discussed below may have occurred in the past, and the disclosures below are not representations as to whether or
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not the factors, events, or contingencies have occurred in the past, but are provided because future occurrences of such factors, events,
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price. Further, the risks and uncertainties described below are not the only ones we face. Additional risks not presently known to us or
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that we currently deem immaterial may also materially affect our business, financial condition, results of operations (including
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technology infrastructure, could adversely affect our business.
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•We may fail to successfully integrate Smurfit Kappa and WestRock, including their individual cultures and philosophies.
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•We have incurred and will incur significant costs as a result of becoming subject to various U.S. laws and regulations,
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including U.S. securities laws and reporting requirements.
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•We have identified a material weakness in our internal control over financial reporting that could, if not remediated, result in
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material misstatements in our financial statements and cause us to fail to meet our reporting and financial obligations.
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funding requirements in connection with multi-employer pension plans.
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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
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deteriorate as a result of geopolitical events (such as the Russian war in Ukraine or the conflict in the Middle East) or geopolitical
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uncertainty, trade tensions (including the implementation of tariffs on U.S. imports bythe current U.S. Administration and potential
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The global economy also continues to experience elevated levels of inflation, and we experienced cost inflation across our business in
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We also cannot predict the timing or duration of any downturn in the economy that may occur in the future. In addition, changes to or
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withdrawals from free trade agreements and the implementation of tariffs, border taxes or other measures that can limit international
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operate, which may in turn decrease demand for our products.
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allowances at no cost to ease the energy transition. To date, the number of no-cost allowances granted to our mills has been sufficient
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things, regional conflicts or commodity inflation), the ongoing hyperinflation in Argentina (which has led us to apply
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hyperinflationary accounting to our Argentinian operations in recent years), as well as disruptions and government
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•geopolitical conflict, such as of the war in Ukraine, which led us to sell our Russian operations and take a related impairment
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charge of $159 million in respect of our Russian operations in the year ended December 31, 2022;
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and labor environment for hourly workers is increasingly competitive and facing higher levels of labor unrest than has historically
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Combination may exacerbate each of these challenges.
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described below, which could materially adversely affect our business, financial condition, results of operations (including revenues
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described below, which could have a material adverse effect on our business, financial condition, reputation, results of operations
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and profitability) and/or ordinary share price, with all of the other information included in this Annual Report on Form 10-K. Our
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(including revenues and profitability) and/or ordinary share price, with all of the other information included in this Annual Report on
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could adversely affect our results of operations, cash flows and financial condition, and the trading price of our ordinary shares.
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technology infrastructure, or to achieve our mid-range or long-range targets and goals could adversely affect our business and
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•Our debt could adversely affect our financial health.
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•Our debt could adversely affect our financial health and operating flexibility.
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•We have a number of pension arrangements that are currently in deficit and may incur additional liability and/or increased
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•We have a number of pension arrangements that are currently in deficit and may require increased funding due to statutory
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•Any dividend payment in respect of our shares is subject to a number of factors, and there are no guarantees that the
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factors, and there are no guarantees that the Company will pay dividends or maintain or increase the level of any such
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•We are subject to a growing number of environmental and climate change laws andregulations.
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•We are subject to a growing number of environmental and climate change laws and regulations that impose compliance
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management time towards developing and maintaining adequate internal controls, which may materially adversely affect our
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substantial management time towards maintaining and improving our internal controls, which may materially adversely affect
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•Any attempts to acquire the Company will be subject tothe Irish Takeover Panel Act 1997, Takeover Rules, 2022 (the “Irish
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•Any attempts to acquire the Company will be subject to the Irish Takeover Panel Act 1997, Takeover Rules, 2022 (the “Irish
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•macroeconomic and business conditions, including deteriorating macroeconomic conditions and related supply and demand
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•macroeconomic and business conditions, including deteriorating or volatile macroeconomic conditions and related supply and
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demand dynamics, as well as inflation and deflation;
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•conditions in the financial services markets, including counterparty risk, insurance carrier risk, rising interest rates, rising
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•conditions in the financial markets, including counterparty risk, insurance carrier risk, rising interest rates, rising commodity
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commodity prices, and currency exchange rate fluctuations, which may impact price and demand for our products;
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prices, and currency exchange rate fluctuations, which may impact price and demand for our products and the costs to finance
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•financial uncertainties in our major international markets;
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•financial and economic uncertainties in our major international markets;
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•government deficit reduction and other austerity measures in specific countries or regions, or in the various industries in
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•government deficit reduction and other austerity measures in specific countries or regions, including protectionist measures
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trade may have a negative impact on manufacturing and production levels of businesses and customers in the markets in which we
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that limit international trade, could have a negative impact on manufacturing and production levels of businesses and
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which economic conditions in our markets may change and the impact of such changes. For example, if the economic climate were to
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We are unable to predict the timing or rate at which economic conditions in our markets may change and the impact of such changes.
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retaliatory tariffs) and/or a pandemic, it could result in an economic slowdown which, if sustained over any significant length of time,
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on U.S. imports by the current U.S. Administration and potential retaliatory tariffs) and/or a pandemic, it could result in an economic
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shares. In addition, changes in trade policies, including renegotiating, or potentially terminating, existing bilateral or multilateral
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operations, cash flows and financial condition, and the trading price of our ordinary shares. In addition, changes in trade policies,
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agreements, as well as the imposition of tariffs, could impact demand for our products and the costs associated with operating our
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could impact demand for our products and the costs associated with operating our business, including certain of our capital
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fiscal 2023 and 2024, albeit at moderating levels since fiscal 2022. Persistent inflation results in higher manufacturing and
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We experienced cost inflation across our business in fiscal 2023, 2024 and 2025, albeit at moderating levels since fiscal 2022.
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transportation costs, which we may not be able to recover through higher prices charged to our customers.
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Persistent inflation results in higher manufacturing and transportation costs, which we may not be able to recover through higher
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to cover our compliance obligations; however, there is a risk that in the future we will not have enough free allowances to meet our
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allowances at no cost to ease the energy transition. There is a risk that we will not have enough free allowances to meet our
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competitors are more successful with respect to any key competitive factor, our business, results of operations, financial condition and
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competitors are more successful with respect to any key competitive factor, our business, results of operations, cash flows and
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the trading price of our ordinary shares could be materially adversely affected. Pricing pressure could arise from, among other things,
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financial condition, and the trading price of our ordinary shares could be materially adversely affected. Pricing pressure could arise
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limited demand growth in the market in question, price reductions by competitors, growth in supply from existing competitors, entry
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from, among other things, limited demand growth in the market in question, price reductions by competitors, growth in supply from
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of new competitors into the markets in which we operate, the ability of competitors to capitalize on their economies of scale and create
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existing competitors, entry of new competitors into the markets in which we operate, the ability of competitors to capitalize on their
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excess product supply, the ability of competitors to operate or successfully relocate or open production facilities in countries where
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economies of scale and create excess product supply, the ability of competitors to operate or successfully relocate or open production
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production costs are lower than those in which we operate and the introduction by our competitors of new products, technologies and
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facilities in countries where production costs are lower than those in which we operate and the introduction by our competitors of new
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equipment, including the use of artificial intelligence and machine learning solutions.
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products, technologies and equipment, including the use of artificial intelligence and machine learning solutions.
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tornadoes and droughts, and pandemics, such as COVID-19, or other health crises or similar occurrences;
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tornadoes and droughts, and pandemics, or other health crises or similar occurrences;
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Smurfit Westrock has 62 paper mills. If operations at any of these key mills were interrupted for any significant length of time, it
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higher capacity) were interrupted for any significant length of time, it could have a material adverse effect on our business, results of
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paper bags. These and similar developments could adversely impact demand for certain of our products.
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similar developments could adversely impact demand for certain of our products.
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returns in the short or medium terms. Any such risks could have a material adverse effect on our business, results of operations,
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impacted. Any such risks could have a material adverse effect on our business, results of operations, cash flows and financial
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We operate in many different countries. As of December 31, 2024, we hadoperations in 40 countries. As a result, we have previously
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We operate in many different countries. As of December 31, 2025, we had operations in 40 countries. As a result, we have previously
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intervention in national economies and social structures, including the threat of terrorism;
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and social structures, including the threat of terrorism;
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may damage our reputation. Any of these outcomes could have a material adverse effect on our business, results of operations,
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may damage our reputation. Any of these outcomes could have a material adverse effect on our business, results of operations, cash
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financial condition and the trading of our ordinary shares.
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flows and financial condition, and the trading of our ordinary shares.
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damages. These liabilities could adversely affect our operations, cash flows and financial condition and the trading price of our
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damages. These liabilities could adversely affect our business, results ofoperations, cash flows and financial condition, and the trading
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•Our growth depends on our ability to retain existing customers and attract new customers.
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•We are required to comply with the Sarbanes-Oxley Act, and we may continue to incur significant costs and devote
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customers in the markets in which we operate; and
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slowdown which, if sustained over any significant length of time, could have a material adverse effect on our business, results of
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including renegotiating, or potentially terminating, existing bilateral or multilateral agreements, as well as the imposition of tariffs,
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condition, and the trading price of our ordinary shares.
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financial condition, and the trading price of our ordinary shares.
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adversely affect our results of operations, cash flows and financial condition, and the trading price of our ordinary shares.
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the trading price of our ordinary shares. See also “We are subject to a growing number of environmental laws and regulations, and the
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cost of compliance or the failure to comply with, and any liabilities under, current and future laws and regulations may negatively
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our reputation, business and results of operations.
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including the perception that they are not sufficiently robust or, conversely, are too costly, this would impact our reputation as well as
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Failure by us to successfully implement strategic transformation initiatives, including those relating to information technology
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cash flows and financial condition, and the trading price of our ordinary shares.
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If we are unsuccessful in integrating acquisitions or if disposals result in unexpected costs or liabilities, our business could be
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These transactions create risks, including, but not limited to, risks associated with:
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Our debt could adversely affect our financial health and operating flexibility.
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Adverse credit and financial market events and conditions, as well as credit rating downgrades, could, among other things, impede
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flows and financial condition, and the trading price of our ordinary shares.
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financial condition and the trading price of our ordinary shares.
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the trading price of our ordinary shares.
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We have a significant amount of goodwill and other intangible assets and a write-down could materially adversely impact our
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of operations, cash flows and financial condition, and the trading price of our ordinary shares.
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We have a number of pension arrangements that are currently in deficit and may require increased funding due to statutory
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condition and the trading price of our ordinary shares.
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Changes in existing financial accounting standards or practices may have a material adverse effect on our business, results of
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We are subject to a wide variety of laws, regulations and other requirements that may change or may impose substantial
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results of operations, cash flows and financial condition, and the trading price of our ordinary shares.
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cash flows and financial condition, and the trading price of our ordinary shares.
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of certain remediation sites and we have insurance coverage, subject to applicable deductibles or retentions, policy limits and other
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indemnification rights and, if we are successful, any amounts paid pursuant to the insurance or indemnification rights may not be
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circumstances could adversely affect our results of operations, cash flows and financial condition, and the trading price of our ordinary
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Changes to trade policy, including tariff and customs regulations, or failure to comply with such regulations may have an adverse
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effect on our reputation, business, financial condition and results of operations.
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For additional information, see “Note 21. Commitments and Contingencies” of the Notes to Consolidated Financial Statements.
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We are subject to a number of laws and regulations relating to privacy, security and data protection, and failure to comply with
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flows and financial condition, and the trading price of our ordinary shares. See also “We are subject to cybersecurity risks that could
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adversely affect our operations, cash flows and financial condition.”
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adverse effect on our business, results of operations, cash flows and financial condition, and the trading price of our ordinary shares.
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Failure to comply with applicable occupational health and safety laws and regulations or maintain good health and safety and
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revenues and profitability) and/or ordinary share price.
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operations, cash flows and financial condition, and the trading price of our ordinary shares.
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business, including certain of our capital investments.