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Smurfit Westrock plc

For the period ended Mar 31, 2026. Filed May 1, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 1, 2026

SW$44.09-0.9%Stored close · as of Nov 6, 2026
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Item 1. Financial Statements

Condensed Consolidated Statements of Operations (Unaudited)

Three months ended March 31,
20262025
Net sales$7,712$7,656
Cost of goods sold(6,444)(6,079)
Gross profit1,2681,577
Selling, general and administrative expenses(961)(973)
Impairment and restructuring costs(54)(15)
Transaction and integration-related expenses associated with the Combination—(36)
Operating profit253553
Interest expense, net(166)(167)
Pension and other postretirement non-service income, net89
Other expense, net(11)(5)
Income before income taxes84390
Income tax expense(21)(8)
Net income63382
Net loss attributable to noncontrolling interests22
Net income attributable to common shareholders$65$384
Basic earnings per share attributable to common shareholders$0.12$0.74
Diluted earnings per share attributable to common shareholders$0.12$0.73
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(in millions)

Three months ended March 31,
20262025
Net income$63$382
Other comprehensive (loss) income, net of tax:
Foreign currency translation (loss) gain(74)378
Defined benefit pension and other postretirement benefit plans20(14)
Net gain on cash flow hedges13
Other comprehensive (loss) income, net of tax(53)367
Comprehensive income10749
Comprehensive loss attributable to noncontrolling interests22
Comprehensive income attributable to common shareholders$12$751
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

Condensed Consolidated Balance Sheets (Unaudited)

(in millions, except share and per share data)

March 31, 2026December 31, 2025
Assets
Current assets:
Cash and cash equivalents (amounts related to consolidated variable interest entities of $6 million and $3 million at March 31, 2026 and December 31, 2025, respectively)$674$892
Accounts receivable, net (amounts related to consolidated variable interest entities of $834 million and $876 million at March 31, 2026 and December 31, 2025, respectively)4,6444,268
Inventories3,5833,693
Other current assets1,6511,586
Total current assets10,55210,439
Property, plant and equipment, net22,90023,232
Goodwill7,1867,218
Intangibles, net1,0361,059
Prepaid pension asset642616
Other non-current assets (amounts related to consolidated variable interest entities of $393 million and $393 million at March 31, 2026 and December 31, 2025, respectively)2,8542,593
Total assets$45,170$45,157
Liabilities and Equity
Current liabilities:
Accounts payable$3,344$3,597
Accrued expenses636601
Accrued compensation and benefits832997
Current portion of debt980346
Other current liabilities1,5221,523
Total current liabilities7,3147,064
Non-current debt due after one year (amounts related to consolidated variable interest entities of $369 million and $376 million at March 31, 2026 and December 31, 2025, respectively)13,27513,427
Deferred tax liabilities3,4103,297
Pension liabilities and other postretirement benefits, net of current portion686697
Other non-current liabilities (amounts related to consolidated variable interest entities of $335 million and $335 million at March 31, 2026 and December 31, 2025, respectively)2,4022,318
Total liabilities27,08726,803
Commitments and Contingencies (Note 13)
Equity:
Preferred stock, $0.001 par value; 500,000,000 shares authorized; 10,000 shares outstanding——
Common stock, $0.001 par value; 9,500,000,000 shares authorized; 524,457,866 and 522,310,486 shares outstanding at March 31, 2026 and December 31, 2025, respectively11
Treasury stock, at cost; 706,129 and 1,449,320 common stock at March 31, 2026, and December 31, 2025, respectively(34)(64)
Capital in excess of par value16,09516,083
Accumulated other comprehensive loss(401)(348)
Retained earnings2,3972,655
Total shareholders’ equity18,05818,327
Noncontrolling interests2527
Total equity18,08318,354
Total liabilities and equity$45,170$45,157

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in millions)

Three months ended March 31,
20262025
Operating activities:
Net income$63$382
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Depreciation, depletion and amortization728603
Impairment of assets35—
Cash surrender value increase in excess of premiums paid(4)(5)
Share-based compensation expense2843
Deferred income tax benefit(36)(29)
Pension and other postretirement funding more than cost(27)(23)
Other(3)1
Change in operating assets and liabilities, net of acquisitions and divestitures:
Accounts receivable(398)(342)
Inventories101(62)
Other assets(48)(47)
Accounts payable(44)(117)
Income taxes(48)(70)
Accrued liabilities and other(143)(99)
Net cash provided by operating activities204235
Investing activities:
Capital expenditures(624)(477)
Cash paid for purchase of businesses, net of cash acquired(18)(4)
Proceeds from corporate owned life insurance3—
Proceeds from sale of property, plant and equipment9—
Other35
Net cash used for investing activities(627)(476)
Financing activities:
Additions to debt48295
Repayments of debt(29)(65)
Debt issuance costs(3)(5)
Changes in commercial paper, net507246
Other debt additions (repayments), net5(16)
Repayments of finance lease liabilities(14)(16)
Proceeds from re-issuance of shares from treasury stock14—
Tax paid in connection with shares withheld from employees(83)(64)
Cash dividends paid to shareholders(237)(225)
Other11
Net cash provided by financing activities209151
Effect of exchange rate changes on cash and cash equivalents(4)32
Decrease in cash and cash equivalents(218)(58)
Cash and cash equivalents at beginning of period892855
Cash and cash equivalents at end of period$674$797

Condensed Consolidated Statements of Changes in Equity (Unaudited)

Shares of Common StockCommon StockCapital in Excess of Par ValueTreasury StockRetained EarningsAccumulated Other Comprehensive LossTotal Shareholders' EquityNoncontrolling InterestTotal
Balance at December 31, 2025522$1$16,083$(64)$2,655$(348)$18,327$27$18,354
Net income————65—65(2)63
Other comprehensive loss, net of tax—————(53)(53)—(53)
Share-based compensation——24———24—24
Shares distributed by Smurfit Kappa Employee Trust, net of tax paid in connection with shares withheld from employees——(18)18(15)—(15)—(15)
Re-issuance of shares by Smurfit Kappa Employee Trust——311——14—14
Issuance of common stock net of tax paid in connection with shares withheld from employees2—1—(68)—(67)—(67)
Cancellation of shares held in treasury stock by Smurfit Kappa Employee Trust———1(1)————
Dividends declared ($0.45 per share)(1)——2—(239)—(237)—(237)
Balance at March 31, 2026524$1$16,095$(34)$2,397$(401)$18,058$25$18,083

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

Condensed Consolidated Statements of Changes in Equity (Unaudited)

Shares of Common StockCommon StockCapital in Excess of Par ValueTreasury StockRetained EarningsAccumulated Other Comprehensive LossTotal Shareholders' EquityNoncontrolling InterestTotal
Balance at December 31, 2024520$1$15,948$(93)$2,950$(1,446)$17,360$27$17,387
Net income————384—384(2)382
Other comprehensive income, net of tax—————367367—367
Share-based compensation——41———41—41
Shares distributed by Smurfit Kappa Employee Trust——(17)17—————
Issuance of common stock net of tax paid in connection with shares withheld from employees2—1—(64)—(63)—(63)
Cancellation of shares held in treasury stock by Smurfit Kappa Employee Trust———11(11)————
Dividends declared ($0.43 per share)(1)——4—(229)—(225)—(225)
Balance at March 31, 2025522$1$15,977$(65)$3,030$(1,079)$17,864$25$17,889

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

  1. Description of Business and Summary of Significant Accounting Policies

1.1. Description of Business

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

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

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

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

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

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

1.2. Basis of Presentation

We derived the Condensed Consolidated Balance Sheet at December 31, 2025 from the audited consolidated financial statements

included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Consolidated Financial

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

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

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

principles generally accepted in the U.S. for interim financial information and with Article 10 of Regulation S-X of the Securities and

Exchange Commission. Accordingly, they omit certain notes and other information from the 2025 Consolidated Financial Statements.

Therefore, these Condensed Consolidated Financial Statements should be read in conjunction with the 2025 Consolidated Financial

Statements. The results for thethree months ended March 31, 2026 are not necessarily indicative of results that may be expected for

the full year.

The preparation of the Condensed Consolidated Financial Statements requires management to make certain estimates and assumptions

that affect the reported amounts of assets and liabilities at the date of the Condensed Consolidated Financial Statements, disclosures

about gain contingencies and contingent liabilities and the reported amounts of revenues and expenses, including income taxes during

the reporting period.

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

not precisely reflect the absolute figures.

1.3. Significant Accounting Policies

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

Summary of Significant Accounting Policies” of the 2025 Consolidated Financial Statements.

1.4. New Accounting Standards Recently Adopted

During thethree months ended March 31, 2026 there were no newly issued or newly applicable accounting pronouncements adopted

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

1.5. New Accounting Standards Not Yet Adopted

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

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

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

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

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

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

  1. 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 asincome before income taxes, unallocated corporate costs,

depreciation, depletion and amortization, interest expense, net, pension and other postretirement non-service income, net, share-based

compensation expense, other expense, net, impairment and restructuring costs, transaction and integration-related expenses associated

with the Combination and other specific items that management believes are not indicative of the ongoing operating results of the

business.

The following tables show selected financial data for our segments. Total assets by segment are not disclosed as this information is not

regularly provided to the Company’s chief operating decision maker (“CODM”).

Three months ended March 31, 2026North AmericaEurope, MEA and APACLATAMTotal
Net sales (unaffiliated customers)$4,407$2,765$540$7,712
Add net sales (intersegment)956—101
Net sales (aggregate)4,5022,7715407,813
Less segment expenses:
Segment cost of goods sold(3,459)(2,028)(375)
Segment selling, general and administrative expenses(446)(322)(56)
(3,905)(2,350)(431)(6,686)
Segment Adjusted EBITDA$597$421$109$1,127
Unallocated corporate costs(51)
Depreciation, depletion and amortization(728)
Impairment and restructuring costs(54)
Interest expense, net(166)
Pension and other postretirement non-service income, net8
Share-based compensation expense(28)
Other expense, net(11)
Other adjustments(13)
Income before income taxes$84

Other adjustments in the table above include losses at closed facilities of$13 million.

Three months ended March 31, 2025North AmericaEurope, MEA and APACLATAMTotal
Net sales (unaffiliated customers)$4,578$2,576$502$7,656
Add net sales (intersegment)91611108
Net sales (aggregate)4,6692,5825137,764
Less segment expenses:
Segment cost of goods sold(3,387)(1,902)(347)
Segment selling, general and administrative expenses(497)(291)(51)
(3,884)(2,193)(398)(6,475)
Segment Adjusted EBITDA$785$389$115$1,289
Unallocated corporate costs(37)
Depreciation, depletion and amortization(603)
Impairment and restructuring costs(15)
Transaction and integration-related expenses associated with the Combination(36)
Interest expense, net(167)
Pension and other postretirement non-service income, net9
Share-based compensation expense(43)
Other expense, net(5)
Other adjustments(2)
Income before income taxes$390

Other adjustments in the table above include losses at closed facilities of$2 million.

Three months ended March 31,
20262025
Capital expenditures:
North America$311$293
Europe, MEA and APAC250139
LATAM4738
Total per reportable segments608470
Corporate167
Total capital expenditures$624$477
  1. Revenue Recognition

Disaggregated Revenue

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

months ended March 31, 2026 and 2025. Net sales are attributed to segments based on the location of production.

Three months ended March 31, 2026
North AmericaEurope, MEA and APACLATAMTotal
Revenue by product:
Paper$1,079$390$43$1,512
Packaging3,3282,3754976,200
Total$4,407$2,765$540$7,712
Three months ended March 31, 2025
North AmericaEurope, MEA and APACLATAMTotal
Revenue by product:
Paper$1,126$410$46$1,582
Packaging3,4522,1664566,074
Total$4,578$2,576$502$7,656

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.

Revenue Contract Balances

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

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

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

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

On the Condensed Consolidated Balance Sheets, contract assets reported within “Other current assets” were$167 million and

$170 million at March 31, 2026 and December 31, 2025, respectively, and contract liabilities reported within “Other current

liabilities” were$15 million and$6 million at March 31, 2026 and December 31, 2025, respectively.

  1. Accounts Receivable, net

Accounts receivable consists of the following:

March 31,December 31,
20262025
Gross accounts receivable$4,852$4,506
Less: Allowances(208)(238)
Accounts receivable$4,644$4,268

Allowances include the reserves for allowance for estimated credit impairment losses, returns, early settlement discounts and rebates

(where netting requirements are met).

  1. Inventories

Inventories are as follows:

March 31,December 31,
20262025
Finished goods$1,361$1,432
Work-in-progress205192
Raw materials1,2241,287
Consumables and spare parts793782
Inventories$3,583$3,693
  1. Property, Plant and Equipment, net

Property, plant and equipment consists of the following:

March 31,December 31,
20262025
Land and buildings$5,975$5,939
Plant and equipment25,36325,118
Construction-in-progress1,5951,705
Finance lease right-of-use assets481472
Property, plant and equipment at cost, excluding forestlands33,41433,234
Less: Accumulated depreciation and impairment(10,826)(10,295)
Property, plant and equipment, net, excluding forestlands22,58822,939
Forestlands, net of depletion312293
Property, plant and equipment, net$22,900$23,232

Depreciation and depletion expense for thethree months ended March 31, 2026 and 2025 was$690 million and$569 million,

respectively. This is recognized within “Cost of goods sold” and “Selling, general and administrative expenses” in the Condensed

Consolidated Statements of Operations. Depreciation and depletion expense for thethree months ended March 31, 2026 includes

$70 million of accelerated depreciation related to machine closures (Three months ended March 31, 2025:$— million).

Non-cash additions to property, plant and equipment included within accounts payable were$314 million and$518 million at

March 31, 2026 and December 31, 2025, respectively.

  1. Interest

The components of interest expense, net are as follows:

Three months ended March 31,
20262025
Interest expense$(198)$(195)
Interest income3228
Interest expense, net$(166)$(167)

Total cash paid for interest, net of interest received was$134 million and$133 million for thethree months ended March 31, 2026 and

2025, respectively. Of this, capitalized interest paid was$2 million and$7 million for thethree months ended March 31, 2026 and

2025, respectively.

  1. Fair Value Measurement

The carrying values, net of deferred debt issuance costs, and estimated fair values of debt with fixed interest rates (classified as Level

2 in the fair value hierarchy) were as follows:

March 31, 2026December 31, 2025
Book ValueFair ValueBook ValueFair Value
Debt with fixed interest rates$11,438$11,332$11,492$11,616

The fair value of the Company's debt with fixed interest rates is based on quoted market prices. With the exception of debt with fixed

interest rates, the carrying amounts of all other debt instruments approximate their fair values. The variable nature and repricing dates

of the receivables securitization facilities and the revolving credit facility result in carrying values approximating their fair values.

Both the revolving credit facility and the receivables securitization facilities are classified as Level 2 in the fair value hierarchy.

Accounts Receivable Monetization Agreements

The following table presents a summary of the accounts receivable monetization agreements for thethree months ended March 31,

2026 and March 31, 2025:

Three months ended March 31,
20262025
Receivable from financial institutions at January 1$—$—
Receivables sold to the financial institutions and derecognized(536)(657)
Receivables collected by financial institutions599696
Cash payments to financial institutions(63)(39)
Receivable from financial institutions at March 31$—$—

Receivables sold under these accounts receivable monetization agreements as of the respective balance sheet dates were approximately

$596 million and$659 million at March 31, 2026 and December 31, 2025, respectively.

Cash proceeds or payments related to the receivables sold are included in “Net cash provided by operating activities” in the Condensed

Consolidated Statements of Cash Flows in the “Accounts receivable” line item. The expense related to the sale of receivables was

$8 million for thethree months ended March 31, 2026 (March 31, 2025: $10 million). The expense recorded may vary depending on

current rates and levels of receivables sold and is recorded in “Other expense, net” in the Condensed Consolidated Statements of

Operations. Although the sales are made without recourse, we maintain continuing involvement with the receivables sold as we

provide collections services related to the transferred assets. The associated servicing liability is not material given the high credit

quality of the customers underlying the receivables and the anticipated short collection period.

  1. Debt

The following were individual components of debt:

March 31,December 31,
20262025
$700 million receivables securitization due 2027$550$550
$600 million senior notes due 2028600600
$500 million senior notes due 2028500500
$750 million senior notes due 2029750750
€500 million senior green notes due 2029576587
€230 million receivables securitization due 2029252257
€100 million receivables securitization due 2029115117
$400 million senior notes due 2030400400
$750 million senior green notes due 2030750750
$300 million senior notes due 2031300300
€500 million senior green notes due 2031576587
$500 million senior notes due 2032500500
$76 million senior notes due 20327676
€600 million senior green notes due 2032691704
$600 million senior notes due 2033600600
€500 million senior green notes due 2033576587
$1,000 million senior green notes due 20341,0001,000
$850 million senior green notes due 2035850850
$800 million senior green notes due 2036800800
€600 million senior green notes due 2036691704
$3 million senior notes due 203733
$150 million senior notes due 2047150150
$1,000 million senior green notes due 20541,0001,000
Commercial paper662155
Vendor financing and commercial card programs10399
Farm credit facility600600
Other bank loans12693
Finance lease obligations548548
Total debt, excluding fair value adjustments, bond discounts and debt issuance costs14,34513,867
Unamortized fair value adjustments, bond discounts and debt issuance costs(90)(94)
Total debt14,25513,773
Less: Current portion of debt(980)(346)
Non-current debt due after one year$13,275$13,427

For the terms attached to the senior notes, the revolving credit facility, the term loans and the commercial paper programs, refer to the

narrative included in “Note 15. Debt” of the 2025 Consolidated Financial Statements. The carrying amount of borrowings which are

designated as net investment hedges, as outlined therein, has not changed materially and no ineffectiveness was recognized in the

period.

At March 31, 2026, all of our debt was unsecured with the exception of our receivables securitization facilities and finance lease

obligations.

There were no new issuances or redemptions during the period in relation to the senior notes.

Receivables Securitization Facilities

We have three trade receivables securitization programs. For the size, terms and maturities attached to these programs, refer to the

narrative included in “Note 15. Debt” of the 2025 Consolidated Financial Statements.

As of March 31, 2026, the gross amount of receivables collateralizing the euro denominated trade receivables programs was

€728 million (December 31, 2025:€749 million). At March 31, 2026, maximum available borrowings, when excluding amounts

drawn under these programs, were$13 million (December 31, 2025:$13 million).

As of March 31, 2026, the gross amount of receivables collateralizing the U.S. dollar denominated trade receivables program was

$1,032 million (December 31, 2025:$1,043 million). At March 31, 2026, maximum available borrowings, when excluding amounts

drawn under these programs, were$150 million (December 31, 2025:$47 million).

  1. Income Taxes

The effective tax rate for thethree months ended March 31, 2026 was 25.0%. The effective tax rate was primarily impacted by (i) the

tax benefit associated with the release of$8 million of unrecognized tax benefits, (ii) along with the increase of$6 million of accrued

interest and penalties associated with the unrecognized tax benefits, (iii) tax benefit associated with a non-recurring adjustment to

certain deferred tax assets of$11 million (iv)losses during the period that have not been recognized due to uncertainty regarding their

future realization, and(v) certain non-deductible expenses and other non-recurring items.

The effective tax rate for thethree months ended March 31, 2025 was 2.1%. The effective tax rate was primarily impacted by the tax

benefit associated with the resolution of$72 million of unrecognized tax benefits (due to the lapse of the statute of limitations), along

with the release of$24 million of accrued interest and penalties associated with the unrecognized tax benefits. The effective tax rate

was further impacted by the geographical mix of where earnings are generated and certain non-deductible expenses.

During thethree months ended March 31, 2026 and March 31, 2025, cash paid for income taxes, net of refunds, was$105 million and

$107 million, respectively.

  1. Retirement Plans and Deferred Compensation Arrangements

Thenet periodic benefit (income) cost recognized in the Condensed Consolidated Statements of Operations is composed of the

following:

Defined Benefit Pension Plans
U.S. Plans · Non-U.S. Plans
Three months ended March 31,
2026202520262025
Service cost$5$5$9$9
Interest cost50523934
Expected return on assets(71)(68)(37)(35)
Amortization of:
Net actuarial loss——98
Prior service credit———(1)
Net periodic benefit (income) cost$(16)$(11)$20$15

Service cost is included within “Cost of goods sold” and “Selling, general and administrative expenses” while all other components

are recorded within“Pension and other postretirement non-service income, net”.

Pension Plan Contributions and Benefit Payments

There wereno changes in the period in connection to the funding standards and funding requirements for our qualified and approved

pension plans.

The contributions paid and expected to be paid during the current fiscal year are not significantly different from the amounts as

disclosed in “Note 19. Retirement Plans and Deferred Compensation Arrangements” of the 2025 Consolidated Financial Statements.

Deferred Compensation Arrangements

We have financial assets related to supplemental retirement savings plans (“Supplemental Plans”) that are carried at cash surrender

value. These Supplemental Plans arenon-qualified deferred compensation plans where participants’ accounts are credited with

investment gains and losses in accordance with their investment election or elections. The investment alternatives under the

Supplemental Plans are generally similar to investment alternatives available under 401(k) plans. Assets and liabilities held in respect

of these Supplemental Plans were carried at$204 million and$158 million, respectively, as of March 31, 2026 (December 31, 2025:

$203 million and$158 million, respectively).

  1. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:

Three months ended March 31,
20262025
Numerator:
Net income attributable to common shareholders$65$384
Denominator:
Basic weighted average shares outstanding523521
Effect of dilutive share options35
Diluted weighted average shares outstanding526526
Basic earnings per share attributable to common shareholders$0.12$0.74
Diluted earnings per share attributable to common shareholders$0.12$0.73

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume

conversion of all dilutive potential ordinary shares. These comprise restricted stock units, performance stock units and performance

shares issued under the Company’s long-term incentive plans.

For thethree months ended March 31, 2026, and 2025, respectively, there wereno material weighted average share-based

compensation awards excluded from the diluted earnings per share computation because the effect would have been antidilutive.

  1. Commitments and Contingencies

Brazil Tax Liability

Our subsidiary, WestRock, is challenging claims by the Brazil Federal Revenue Department that we underpaid taxes as a result of

amortization of goodwill generated by the 2002 merger oftwo of its Brazilian subsidiaries. The matter has proceeded through the

Brazil Administrative Council of Tax Appeals (“CARF”) principally intwo proceedings, covering tax years 2003 to 2008 and 2009 to

  1. WestRock was assessed additional taxes, penalties, and interest in both CARF proceedings. In the proceeding for the tax years

2003 to 2008, WestRock was also assessed penalties and interest for fraud, but WestRock won the fraud claim in the proceeding for

the tax years 2009 to 2012. WestRock subsequently filedtwo lawsuits in Brazilian federal courts seeking annulment of the adverse

CARF decisions. In February 2025, the federal court adjudicating the WestRock challenge to CARF's decision against WestRock for

the 2003 and 2008 period issued a ruling in favor of WestRock nullifying the financial assessments in that case. The decision of the

federal court was appealed by the tax authorities.

We assert that we have no liability in these matters. The total amount in dispute in thetwo cases before CARF and in the annulment

actions relating to the claimed tax deficiency was R$800 million ($153 million) as of March 31, 2026, including various penalties and

interest. Resolution of the tax positions could have a material adverse effect on our cash flows and results of operations or materially

benefit our results of operations in future periods depending upon their ultimate resolution.

Asbestos-Related Litigation

We have been named as a defendant in asbestos-related personal injury litigation, primarily in relation to the historical operations of

certain companies acquired by the Company. To date, the costs resulting from the litigation, including settlement costs, have not been

significant. We accrue for the estimated value of pending claims and litigation costs using historical claims information, as well as the

estimated value of future claims based on our historical claims experience. As of March 31, 2026, there were approximately 770 such

lawsuits. We believe that we have substantial insurance coverage, subject to applicable deductibles and policy limits, with respect to

asbestos claims. We also believe we have valid defenses to these asbestos-related personal injury claims and intend to continue to

contest these matters vigorously. Should the Company’s litigation profile change substantially, or if there are adverse developments in

applicable law, it is possible that the Company could incur significantly more costs resolving these cases. We record asbestos-related

insurance recoveries that are deemed probable. In assessing the probability of insurance recovery, we make judgments concerning

insurance coverage that we believe are reasonable and consistent with our historical dealings and our knowledge of any pertinent

solvency issues surrounding the insurers. The Company currently does not expect the resolution of pending asbestos litigation and

proceedings to have a material adverse effect on the Company’s results of operations, financial condition or cash flows. As of

March 31, 2026, the Company had estimated liabilities in respect of these matters of$83 million and estimated insurance recoveries of

$51 million.

Environmental Contingencies

The Company is subject to a variety of environmental laws and regulations.

The Company has recorded aggregate accruals of$67 million and$67 million on an undiscounted basis at March 31, 2026 and

December 31, 2025, respectively. The accruals primarily relate to environmental matters, including cleanup, investigation and

remediation obligations arising in connection with some of our current or former facilities, as well as third-party owned sites.

Liabilities recorded for environmental contingencies are estimates of the probable costs based upon available information and these

estimates may change. However, the Company does not believe that its potential environmental obligations will have a material

adverse effect upon its liquidity, results of operations, or financial condition.

Italian Competition Authority Investigation

In August 2019, the Italian Competition Authority (the “AGCM”) notified approximately 30 companies, of which Smurfit Kappa

Italia, a subsidiary of Smurfit Westrock, was one, that an investigation had found the companies to have engaged in anti-competitive

practices, in relation to which the AGCM levied a fine of approximately$138 million on Smurfit Kappa Italia, which was paid in

In October 2019, Smurfit Kappa Italia appealed the AGCM’s decision to the First Administrative Court of Appeal (TAR Lazio),

however Smurfit Kappa Italia was later notified that this appeal had been unsuccessful. In September 2021, Smurfit Kappa Italia filed

a further appeal to the Council of State which published its ruling in February 2023. While some grounds of appeal were dismissed,

the Council of State upheld Smurfit Kappa Italia’s arguments regarding the quantification of the fine. As a result, the AGCM was

directed to recalculate Smurfit Kappa Italia’s fine. On March 7, 2024, the AGCM notified Smurfit Kappa Italia that its fine had been

reduced by approximately$18 million and reimbursed the Company for this amount in 2024. Smurfit Kappa Italia appealed the

amount of this reduction and on April 22, 2026, the Council of State directed the AGCM to further reduce the fine by approximately

$16 million, plus interest.

Separate to these proceedings regarding the fine, in May 2023, Smurfit Kappa Italia filed an application with the Council of State for

revocation of the February 2023 ruling to the extent that it failed to consider certain pleas that had been raised by Smurfit Kappa Italia

on appeal. That application was rejected in July 2025.

After publication of the AGCM’s August 2019 decision, a number of purchasers of corrugated sheets and boxes initiated litigation

proceedings against Smurfit Kappa companies, alleging that they were harmed by the alleged anti-competitive practices and seeking

damages. In addition, other parties have threatened litigation against Smurfit Westrock seeking damages (either specified or

unspecified). The Company believes it has significant defenses to the damages claims and intends to vigorously defend the current and

any future litigation.

International Arbitration Against Venezuela

Smurfit Kappa, which is now a subsidiary of Smurfit Westrock, announced in 2018 that due to the Government of Venezuela’s

measures, Smurfit Kappa no longer exercised control over the business of Smurfit Kappa Carton de Venezuela. Smurfit Kappa’s

Venezuelan operations were therefore deconsolidated in the third quarter of 2018. Later that year, Smurfit Kappa’s wholly owned

subsidiary, Smurfit Holdings BV, filed an international arbitration claim against the Bolivarian Republic of Venezuela before the

World Bank’s International Center for Settlement of Investment Disputes (“ICSID”) seeking compensation for Venezuela’s unlawful

seizure of its Venezuelan business as well as for other arbitrary, inconsistent and disproportionate State measures that destroyed the

value of its investments in Venezuela. Following the exchange of written submissions, an oral hearing was held in September 2022 in

Paris.

On August 28, 2024, upon the completion of its deliberations, the arbitral tribunal issued an award granting Smurfit Holdings BV,

then a wholly owned subsidiary of Smurfit Westrock, compensation in excess of$469 million, plus legal costs of$5 million, plus

interest from May 31, 2024, until the date of payment (the “Award”). In September 2024, Smurfit Holdings BV initiated proceedings

against the Bolivarian Republic of Venezuela to enforce the Award. In December 2024, the Bolivarian Republic of Venezuela applied

to ICSID to annul the Award. An Annulment Committee has been formed by ICSID to decide on this application and an oral hearing

took place at the end of March 2026. Based on typical timelines, a decision on annulment is estimated to be issued within nine to

twelve months of the hearing.

U.S. Antitrust Violations Class Action

On July 29, 2025, Smurfit Westrock plc, Smurfit Kappa North America LLC, WestRock CP, LLC andseven other industry

participants were named as defendants in a class action lawsuit filed in the U.S. District Court for the Northern District of Illinois

alleging violations of U.S. antitrust laws. The lawsuit alleges violations of Sections 1 and 3 of the Sherman Act, asserting that the

defendants conspired to fix, raise and maintain supracompetitive prices for containerboard sheets, linerboard sheets, and finished

packaging products made from containerboard and/or linerboard in the United States. The complaint seeks damages, including treble

damages under the Clayton Act, pre- and post-judgment interest, injunctive relief and litigation expenses and attorneys’ fees. The

Company believes that it has substantial defenses and intends to vigorously defend against the lawsuit. While the Company is

currently unable to determine the ultimate outcome of this matter or estimate the range of potential loss due to the early stage of this

proceeding, it is possible that an adverse outcome could have a material impact on its financial condition, results of operations, or cash

flows. On October 17, 2025, the plaintiff voluntarily dismissed Smurfit Westrock plc from the lawsuit without prejudice to seek to

rejoin it at a later date. The Company’s subsidiaries Smurfit Kappa North America LLC and WestRock CP, LLC remain defendants in

the lawsuit. On January 20, 2026, the Company completed briefing the court on its motion to dismiss the complaint, which was filed

on October 20, 2025. The Company expects the court to rule on the motion to dismiss in 2026.

Other Litigation

We are a defendant in a number of other lawsuits and claims arising out of the conduct of our business. While the ultimate results of

such suits or other proceedings against us cannot be predicted as of the date of this Quarterly Report on Form 10-Q, we believe the

resolution of these other matters will not have a material adverse effect on our results of operations, financial condition or cash flows.

  1. Supplier Finance Program Obligations

The outstanding payment obligations to financial institutions under supplier finance programs were$371 million and$361 million as

of March 31, 2026 and December 31, 2025, respectively.

  1. Variable Interest Entities

Trade Receivables Securitization Arrangements

The Company is a party to arrangements involving securitization of its trade receivables. The carrying values of the restricted asset

and limited recourse liability as of March 31, 2026 ($838 million and$367 million, respectively) and as of December 31, 2025

($874 million and$374 million, respectively)approximate their fair values due to the short-term nature of the securitized assets and

the floating rates of the liabilities.

Timber Note Receivable Securitization Arrangement

The Company is also a party to an arrangement involving securitization of its note receivable. The carrying values of the restricted

asset and non-recourse liability as of March 31, 2026 ($392 million and$335 million, respectively) and as of December 31, 2025

($391 million and$335 million, respectively) approximate their fair values due to their floating rates. The fair values of the restricted

assets and non-recourse liabilities are classified as level 2 within the fair value hierarchy.

For the details of the structure, purpose, legal terms and conclusions as to the primary beneficiary of these Variable Interest Entities

(“VIEs”), refer to “Note 22. Variable Interest Entities” of the 2025 Consolidated Financial Statements.

The carrying amounts of the assets and liabilities of VIEs reported within the Condensed Consolidated Balance Sheets are set out in

the following table:

March 31,December 31,
20262025
Assets
Current assets:
Cash and cash equivalents$6$3
Accounts receivable834876
Inventories11
Other current assets34
Non-current assets:
Property, plant and equipment, net6160
Other non-current assets393393
Total assets$1,298$1,337
Liabilities
Current liabilities:
Accounts payable$1$1
Current portion of debt11
Other current liabilities57
Non-current liabilities:
Non-current debt due after one year369376
Other non-current liabilities335335
Total liabilities$711$720
  1. Accumulated Other Comprehensive Loss

The tables below summarize the changes in accumulated other comprehensive loss by component for thethree months ended

March 31, 2026 and 2025:

Foreign Currency TranslationCash Flow HedgesDefined Benefit Pension and Other Postretirement Benefit PlansOther Adjustments(1)Total (2)
Balance at December 31, 2024$1,684$16$497$(751)$1,446
Other comprehensive (income) loss(378)(3)14—(367)
Balance at March 31, 2025$1,306$13$511$(751)$1,079
Balance at December 31, 2025$465$17$617$(751)$348
Other comprehensive loss (income)74(1)(20)—53
Balance at March 31, 2026$539$16$597$(751)$401

(1)This relates to a reverse acquisition reserve which arose on the creation of a new parent of the Company prior to the United Kingdom and Ireland listings.

(2)All amounts are net of tax and noncontrolling interest.

A summary of the components ofother comprehensive (loss) income, including noncontrolling interest, for thethree months ended

March 31, 2026, and 2025, is as follows:

Three months ended March 31,
20262025
Pre-TaxTaxNet of TaxPre-TaxTaxNet of Tax
Foreign currency translation (loss) gain$(74)$—$(74)$378$—$378
Defined benefit pension and other postretirement benefit plans:
Amortization and settlement recognition of net actuarial loss9(2)7819
Amortization of prior service credit———(1)—(1)
Foreign currency gain (loss) - pensions13—13(22)—(22)
Changes in fair value of cash flow hedges1—13—3
Consolidated other comprehensive (loss) income(51)(2)(53)3661367
Other comprehensive loss (income) attributable to noncontrolling interests——————
Other comprehensive (loss) income attributable to common shareholders$(51)$(2)$(53)$366$1$367
  1. Subsequent Events

Dividend Approval

On April 30, 2026, the Company announced that its Board of Directors approved a quarterly dividend of$0.4523 per share on its

ordinary shares. The quarterly dividend of$0.4523 is payable on June 10, 2026 to shareholders of record at the close of business on

May 15, 2026.

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