Smurfit Westrock plc

Condensed Consolidated Statements of Operations (Unaudited)

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(in millions)

Condensed Consolidated Balance Sheets (Unaudited)

(in millions, except share and per share data)

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in millions)

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

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

(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 the three andnine months ended September 30, 2026 are not necessarily indicative of results that may be

expected for the full year.

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

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

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

the reporting period.

On September 23, 2026, the Company announced that it had entered into an agreement to acquire the Chilean Containerboard and

Corrugated business of Empresas CMPC S.A. (“CMPC”) for consideration of$420 million. The acquisition is expected to close

during the first half of 2027, subject to customary closing conditions, including regulatory approvals.

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

not precisely reflect the absolute figures.

1.3. Significant Accounting Policies

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

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

1.4. New Accounting Standards Recently Adopted

During thenine months ended September 30, 2026 there were no newly issued or newly applicable accounting pronouncements

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

1.5. New Accounting Standards Not Yet Adopted

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

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

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

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

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

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

2. Segment Information

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

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

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

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

Ecuador and Peru.

Segment profitability is measured based on Adjusted EBITDA, defined 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”).

Other adjustments in the table above include a reduction in the Italian Competition Authority fine inclusive of costs of$13 million,

partly offset bylosses at closed facilities of$6 million.

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

Other adjustments in the table above include losses at closed facilities of$25 million, partly offset by a reduction in the Italian

Competition Authority fine inclusive of costs of$13 million.

Other adjustments in the table above include losses at closed facilities of$16 million.

3. Revenue Recognition

Disaggregated Revenue

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

nine months ended September 30, 2026 and 2025. Net sales are attributed to segments based on the location of production.

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$178 million and

$170 million at September 30, 2026 and December 31, 2025, respectively, and contract liabilities reported within “Other current

liabilities” were$7 million and$6 million at September 30, 2026 and December 31, 2025, respectively.

4. Impairment and Restructuring Costs

During 2026, the Company implemented a number of restructuring actions focused on reducing costs and prioritizing capital

allocation to enhance future performance, including certain facility and asset rationalizations. These actions are not individually

material.

During 2025, the Company implemented a number of restructuring actions, including the April 2025 announcement of (i) the

permanent closure of the coated recycled board mill in St. Paul, Minnesota, U.S., (ii) discontinued production at our containerboard

mill in Forney, Texas, U.S., and (iii) the closure oftwo converting facilities in Germany (the “April 2025 Announced Closures”).

The components of impairment and restructuring costs are as follows for the three andnine months ended September 30, 2026 and

2025:

Impairment Charges

The components of impairment charges for the three andnine months ended September 30, 2026 and 2025 are as follows:

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

restructuring costs”.

In the three andnine months ended September 30, 2026, the Company recorded asset impairment charges of$1 million and

$108 million, respectively. The largest charges related to closing and consolidating paper mill capacity in Europe, MEA and APAC.

In the three andnine months ended September 30, 2025, the Company recorded asset impairment charges of$58 million and

$242 million, respectively. The largest charges related to the April 2025 Announced Closures.

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

transaction between market participants at the measurement date.

The segmental split of the impairment charges recognized for property, plant and equipment for the three andnine months ended

September 30, 2026 and 2025 is as follows:

Restructuring Costs

The segmental split of the restructuring costs shown in the table above for the three andnine months ended September 30, 2026 and

2025 is as follows:

The table below sets forth restructuring costs by type incurred:

These restructuring costs are recognized in the Condensed Consolidated Statements of Operations caption “Impairment and

restructuring costs”.

As of September 30, 2026, the Company expects any future additional charges related to restructuring initiatives implemented through

that date to be immaterial.

As of September 30, 2026 and December 31, 2025, the Company had accrued liabilities of$63 million and$78 million, respectively,

related to severance charges and other costs associated with the restructuring initiatives. These are included in "Other current

liabilities" in the Company's Condensed Consolidated Balance Sheets.

The remaining obligations as at September 30, 2026 are expected to be paid within 12 months of the reporting date.

5. Accounts Receivable, net

Accounts receivable consists of the following:

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

(where netting requirements are met).

6. Inventories

Inventories are as follows:

7. Property, Plant and Equipment, net

Property, plant and equipment consists of the following:

Depreciation and depletion expense for thethree months ended September 30, 2026 and 2025 was$642 million, and$620 million,

respectively, and fornine months ended September 30, 2026 and 2025, was$1,971 million and$1,764 million, respectively. This is

recognized within “Cost of goods sold” and “Selling, general and administrative expenses” in the Condensed Consolidated Statements

of Operations. Depreciation and depletion expense for the three andnine months ended September 30, 2026 includes$3 million and

$74 million, respectively, of accelerated depreciation related to machine closures (three andnine months ended September 30, 2025:

$— million).

Non-cash additions to property, plant and equipment included within accounts payable were$297 million and$518 million at

September 30, 2026 and December 31, 2025, respectively.

8. Interest

The components of interest expense, net are as follows:

Total cash paid for interest, net of interest received was $478 million and$496 million for thenine months ended September 30, 2026

and 2025, respectively. Of this, capitalized interest paid was$7 million and$20 million for thenine months ended September 30, 2026

and 2025, respectively.

9. Fair Value Measurement

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

2 in the fair value hierarchy) were as follows:

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

On September 15, 2026, we amended the$700 million accounts receivable monetization agreement with Coöperatieve Rabobank

U.A., New York Branch, to extend the maturity date by one year to September 15, 2027.

The following table presents a summary of the accounts receivable monetization agreements for thenine months ended September 30,

2026 and September 30, 2025:

Receivables sold under these accounts receivable monetization agreements as of the respective balance sheet dates were$609 million

and$659 million at September 30, 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 for the

three months ended September 30, 2026 and 2025 was$8 million and$9 million respectively, and for thenine months ended

September 30, 2026 and 2025, was$23 million and$29 million, respectively. The expense recorded may vary depending on current

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

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

services related to the transferred assets. The associated servicing liability is not material given the high credit quality of the customers

underlying the receivables and the anticipated short collection period.

10. Debt

The following were individual components of debt:

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

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

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

period.

In June 2026, we exercised the secondone-year extension option under our$4,500 million revolving credit facility, extending the

maturity date to June 2031. At September 30, 2026 there were no amounts drawn under the revolving credit facility. There were no

new issuances or redemptions during the period in relation to the senior notes. During the quarter, the Company activated the

sustainability-linked provisions under its revolving credit facility. The sustainability performance targets are aligned with the

Company's sustainability metrics and targets as disclosed in the Company's Sustainability Report. Performance against the applicable

annual targets may result in increases or decreases to the applicable margin and facility fees.

At September 30, 2026, all of our debt was unsecured with the exception of our receivables securitization facilities and finance lease

obligations.

Receivables Securitization Facilities

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

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

As of September 30, 2026, the gross amount of receivables collateralizing the euro-denominated trade receivables programs was

€759 million (December 31, 2025:€749 million). At September 30, 2026, maximum available borrowings, when excluding amounts

drawn under these programs, were$11 million (December 31, 2025:$13 million). During the quarter, the Company activated the

sustainability-linked provisions under its euro-denominated trade receivables programs. The sustainability performance targets are

aligned with the Company's sustainability metrics and targets as disclosed in the Company's Sustainability Report. Performance

against the applicable annual targets may result in increases or decreases to the applicable margin and facility fees.

As of September 30, 2026, the gross amount of receivables collateralizing the U.S. dollar-denominated trade receivables program was

$1,207 million (December 31, 2025:$1,043 million). At September 30, 2026, maximum available borrowings, when excluding

amounts drawn under these programs, were$50 million (December 31, 2025:$47 million). In June 2026, we amended and extended

the U.S. dollar-denominated trade receivables program, reducing the facility size from$700 million to$600 million and extending the

maturity date to June 2031.

11. Income Taxes

The effective tax rate for the three andnine months ended September 30, 2026 was 30.3% and 29.7%, respectively.

For the three months ended September 30, 2026, the effective tax rate was primarily impacted by (i) the tax benefit associated with the

decrease of$16 million of unrecognized tax benefits, (ii) tax benefit associated with a non-recurring adjustment to certain deferred tax

assets of$14 million, (iii) the geographical mix of where earnings are generated, (iv) losses during the period that have not been

recognized due to uncertainty regarding their future realization, (v) tax expense associated with a change in the realizability of certain

deferred tax assets of$22 million, and (vi) certain non-deductible expenses and other non-recurring items.

For thenine months ended September 30, 2026, the effective tax rate was primarily impacted by (i) the tax benefit associated with the

decrease of$23 million of unrecognized tax benefits, (ii) the increase of$14 million of accrued interest and penalties associated with

the unrecognized tax benefits, (iii) tax benefit associated with non-recurring adjustments to certain deferred tax assets of$25 million,

(iv) the geographical mix of where earnings are generated, (v) losses during the period that have not been recognized due to

uncertainty regarding their future realization, (vi) tax expense associated with a change in the realizability of certain deferred tax assets

of$22 million and (vii) certain non-deductible expenses and other non-recurring items.

The effective tax rate for the three andnine months ended September 30, 2025 was 27.1% and 23.3%, respectively. For the three

months ended September 30, 2025, the effective tax rate was primarily impacted by (i) tax expense associated with an increase in

unrecognized tax benefits (offset by certain indirect tax benefits) of$26 million, (ii) tax benefit associated with the resolution of

$7 million of unrecognized tax benefits (due to the settlement of a tax authority examination), along with the release of$13 million of

accrued interest and other impacts associated with the uncertain tax benefits, (iii) tax benefit associated with a non-recurring

adjustment to certain deferred tax assets of$25 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. For thenine months ended

September 30, 2025, the effective tax rate was primarily impacted by (i) tax expense associated with an increase in unrecognized tax

benefits (offset by certain indirect tax benefits) of$40 million, (ii) tax benefit associated with the resolution of$7 million of

unrecognized tax benefits (due to the settlement of a tax authority examination), along with the release of$13 million of accrued

interest and other impacts associated with the uncertain tax benefits, (iii) 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, (iv) tax benefit associated with a non-recurring adjustment to certain

deferred tax assets of$25 million, (v) losses during the period that have not been recognized due to uncertainty regarding their future

realization, (vi) the geographical mix of where earnings are generated, and (vii) certain non-deductible expenses and other non-

recurring items.

During thenine months ended September 30, 2026 and September 30, 2025, cash paid for income taxes, net of refunds, was

$276 million and$314 million, respectively.

12. Retirement Plans and Deferred Compensation Arrangements

Thenet periodic benefit (income) cost recognized in the Condensed Consolidated Statements of Operations includes the following:

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

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

Pension Plan Contributions and Benefit Payments

There were no changes in the period in connection to the funding standards and funding requirements for our qualified and approved

pension plans.

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

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

Deferred Compensation Arrangements

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

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

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

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

of these Supplemental Plans were carried at$200 million and$163 million, respectively, as of September 30, 2026 (December 31,

2025:$203 million and$158 million, respectively).

13. Earnings Per Share

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

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 the three andnine months ended September 30, 2026 and September 30, 2025, respectively, there were no material weighted

average share-based compensation awards excluded from the diluted earnings per share computation because the effect would have

been antidilutive.

14. Commitments and Contingencies

Brazil Tax Liability

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

amortization of goodwill generated by the 2002 merger 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

2012. 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 to 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.

The goodwill generated and amortized during the 2003 to 2012 period gave rise to tax credits that were subsequently utilized by

WestRock to offset federal tax liabilities. The Brazil Federal Revenue Department challenged such offsets on the grounds that they

derived from the tax assessments described above, resulting intwo additional administrative proceedings. In July 2026, WestRock

received a final administrative decision upholding the disallowance of its offsets of corporate income tax credits arising from the tax

assessment for the 2003 to 2008 period described above. On August 20, 2026, WestRock filed a third annulment action in the

Brazilian federal courts challenging this decision, secured by a surety bond, and collection of the related amounts has been suspended

pending the outcome. A similar disallowance of tax credit offsets arising from the assessment for the 2009 to 2012 period remains

pending before CARF.

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

actions relating to the claimed tax deficiency was R$820 million ($158 million) as of September 30, 2026, including various penalties

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

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

Asbestos-Related Litigation

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

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

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

estimated value of future claims based on our historical claims experience. As of September 30, 2026, there were approximately 930

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

September 30, 2026, the Company had estimated liabilities in respect of these matters of$71 million and estimated insurance

recoveries of$48 million.

Environmental Contingencies

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

The Company has recorded aggregate accruals of$66 million and$67 million on an undiscounted basis at September 30, 2026 and

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

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

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

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

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

Italian Competition Authority Investigation

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

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

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

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

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

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

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

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

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

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

$16 million, plus interest. On July 29, 2026, the AGCM confirmed the amount of this reduction and this was recorded during the third

quarter.

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. A decision on annulment is expected in the first quarter of 2027.

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. 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. On September 4, 2026, the court denied the motion to dismiss the complaint. The Company believes that it has substantial

defenses and intends to vigorously defend against the lawsuit.

In addition to the class action lawsuit, on September 22, 2026, the U.S. Department of Justice issued a subpoena to Smurfit Westrock

plc in connection with a grand jury investigation in the Northern District of Illinois regarding the pricing and sale of containerboard

and related products. We are fully cooperating with the investigation.

The Company believes that its business practices and those of its subsidiaries have been conducted in compliance with U.S. antitrust

laws. While the Company is currently unable to determine the ultimate outcome of these matters or estimate the range of potential loss

due to the early stage of these proceedings, it is possible that an adverse outcome could have a material impact on its financial

condition, results of operations, or cash flows.

Other Litigation

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

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

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

15. Supplier Finance Program Obligations

The outstanding payment obligations to financial institutions under supplier finance programs were$357 million and$361 million as

of September 30, 2026 and December 31, 2025, respectively.

16. Variable Interest Entities

Trade Receivables Securitization Arrangements

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

and limited recourse liability as of September 30, 2026 ($858 million and$363 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 September 30, 2026 ($394 million and$336 million, respectively) and as of December 31, 2025

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

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

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

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

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

the following table:

17. Accumulated Other Comprehensive Loss

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

September 30, 2026 and 2025:

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

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

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

September 30, 2026 and 2025:

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

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

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

September 30, 2026, and 2025, is as follows:

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

September 30, 2026, and 2025, is as follows:

18. Subsequent Events

Dividend Approval

On October 28, 2026, the Company announced that its Board of Directors approved a quarterly dividend of$0.4523 per share on its

ordinary shares. The quarterly dividend of$0.4523 per ordinary share is payable on December 10, 2026 to shareholders of record at

the close of business on November 13, 2026.