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Smurfit Westrock plc

For the period ended Sep 30, 2026. Filed Nov 4, 2026.

View on SEC.gov

About this filing

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.

Sep 30, 2026 · Filed Nov 4, 2026

SW$44.09-0.9%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-07-31.

0001628280-26-051195

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

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-04.

0001628280-26-069766

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

The 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.

Compared 384 previous paragraphs and 394 current paragraphs.

214 unchanged; 90 reworded; 87 added; 75 removed; 5 previous and 3 current paragraphs rearranged.

Tables are not compared: 6 previous and 6 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.

Added paragraphs (87)

Current report

$8,003 million in the three months ended September 30, 2025. Theincrease was primarily due to a higher selling price mix and the

Current report

impact of higher volumes, partially offset by a net negative foreign currency impact. Smurfit Westrock’s net sales increased by

Current report

$305 million, to$23,904 million in thenine months ended September 30, 2026, from$23,599 million in thenine months ended

Current report

September 30, 2025. Theincrease was primarily due to a net positive foreign currency impact and a higher selling price mix that were

Current report

Net income attributable to common shareholders decreased by$24 million in the three months ended September 30, 2026. The

Current report

decrease for the quarterwas primarily impacted by higher cost of goods sold, including increased freight and energy costs, that were

Current report

partially offset by higher net sales, lower impairment and restructuring costs, and lower transaction and integration-related expenses

Current report

increased freight and energy costs, higher depreciation, depletion and amortization expense, as well as the impact of accelerated

Current report

year period as discussed further below. During thenine months ended September 30, 2026, Smurfit Westrock invested$1,603 million

Current report

costs, has been unprecedented, and if it remains elevated could lead to further cost pressures.

Current report

will be fully realized, that they will be realized within the time frames we expect, or that they will be sufficient to offset increases in

Current report

Net sales increased by$158 million, to$8,161 million in the three months ended September 30, 2026, from$8,003 million in the three

Current report

months ended September 30, 2025. This increase was primarily due to a higher selling price mix of $111 million and the impactof

Current report

higher volumes of $52 million, that were partially offset by a $12 million net negative foreign currency impact.

Current report

Net sales increased by$305 million, to$23,904 million in thenine months ended September 30, 2026, from$23,599 million in the

Current report

nine months ended September 30, 2025. This increase was primarily due to a$450 million netpositive foreign currency impact and a

Current report

higher selling price mix of $44 million, that were partially offset by a $206 million impact of lower volumes.

Current report

costs, $88 million of higher energy costs and$57 million of higher volumes(including product mix and downtime).

Current report

foreign currency impact, $226 million of higher freight costs, $119 million of higher energy costs,$87 million higher depreciation,

Current report

three months ended September 30, 2025. The decrease in SG&A expenses were primarily due to $14 million of lower share-based

Current report

payment expense and the favorable impact of a $13 million reduction in the Italian Competition Authority fine inclusive of costs.

Current report

thenine months ended September 30, 2025. The decrease in SG&A expenses were primarily due to $38 million in lower share-based

Current report

payment expense and a $13 million reduction in the Italian Competition Authority fine inclusive of costs.

Current report

Impairment and restructuring costs decreased by$39 million, to$26 million in thethree months ended September 30, 2026, from

Current report

September 30, 2025, impairment and restructuring costs consisted of$58 million of impairment charges and$7 million of

Current report

$360 million in thenine months ended September 30, 2025. In thenine months ended September 30, 2026, impairment and

Current report

restructuring costs consisted of$108 million of impairment charges and$91 million of restructuring costs. In thenine months ended

Current report

September 30, 2025, impairment and restructuring costs consisted of$242 million of impairment charges and$118 million of

Current report

integration-related expenses consisted primarilyof integration-related expenses associated with the Combination.

Current report

integration-related expenses primarily consisted of integration-related expenses associated with the Combination.

Current report

Interest expense, net decreased by$7 million to$519 million in thenine months ended September 30, 2026, from$526 million in the

Current report

Pension and other postretirement non-service income, net wasincome of$8 million in the three months ended September 30, 2026

Current report

andincome of$8 million in the three months ended September 30, 2025.

Current report

Other expense, net decreased by$14 million toexpense of$30 million for thenine months ended September 30, 2026 compared with

Showing the first 40 of 87 passages. Open the source sections for the rest.

Removed paragraphs (75)

Previous report

Smurfit Westrock’s net sales increased by$91 million, to$8,031 million in the three months ended June 30, 2026, from

Previous report

$7,940 million in the three months ended June 30, 2025. Theincrease was primarily due to a net positive foreign currency impact that

Previous report

was partially offset by a lower selling price mix. Smurfit Westrock’s net sales increased by$147 million, to$15,743 million in thesix

Previous report

months ended June 30, 2026, from$15,596 million in thesix months ended June 30, 2025. Theincrease was primarily due to a net

Previous report

positive foreign currency impact that was largely offset by a negative volume impact and a lower selling price mix.

Previous report

Net income (loss) attributable to common shareholders increased by$117 million in the three months ended June 30, 2026 and

Previous report

decreased by$202 million in thesix months ended June 30, 2026. In addition to the increase in net sales, net income (loss)

Previous report

attributable to common shareholders in the three months ended June 30, 2026 was primarily impactedby lower impairment and

Previous report

with the Combination that were partially offset by an increase in freight costs, higher depreciation, depletion and amortization

Previous report

increased freight costs, higher depreciation, depletion and amortization expense, higher downtime and increased energy costs, as well

Previous report

offset by the increase in net sales. These increases were partially offset by lower impairment and restructuring costs, decreased raw

Previous report

Net sales increased by$91 million, to$8,031 million in the three months ended June 30, 2026, from$7,940 million in the three

Previous report

months ended June 30, 2025. This increase was primarily due to a $146 million net positive foreign currency impact that was partially

Previous report

Net sales increased by$147 million, to$15,743 million in thesix months ended June 30, 2026, from$15,596 million in thesix months

Previous report

ended June 30, 2025. This increase was primarily due to a $462 million net positive foreign currency impact that was partially offset

Previous report

by a $258 million impact of lower volumes and a lower selling price mix of $67 million.

Previous report

currency impact, $90 million of higher freight costs and $47 million higher depreciation, depletion and amortization expense and $22

Previous report

impact, $138 million of higher freight costs, $78 million higher depreciation, depletion and amortization expense, $71 million of

Previous report

impairment and restructuring costs consisted of$184 million of impairment charges and$96 million of restructuring costs. Thehigher

Previous report

impairment andrestructuring costs in the three months ended June 30, 2025 were primarily associated with the April 2025

Previous report

Impairment and restructuring costs decreased by$122 million, to$173 million in thesix months ended June 30, 2026, from

Previous report

$295 million in thesix months ended June 30, 2025. In thesix months ended June 30, 2026, impairment and restructuring costs

Previous report

consisted of$107 million of impairment charges and$66 million of restructuring costs. In thesix months ended June 30, 2025,

Previous report

impairment and restructuring costs consisted of$184 million of impairment charges and$111 million of restructuring costs.

Previous report

related expenses consisted primarily of$23 million of integration-related expenses associated with the Combination.

Previous report

expenses consisted of$57 million of integration-related expenses associated with the Combination.

Previous report

Interest expense, net decreased by$4 million to$345 million in thesix months ended June 30, 2026, from$349 million in thesix

Previous report

Pension and other postretirement non-service income, net increased by$3 million with income of$10 million in the three months

Previous report

Other expense, net was unchanged at$23 million for thesix months ended June 30, 2026 compared with $23 million for thesix

Previous report

six months ended June 30, 2025. The effective tax rate for thesix months ended June 30, 2026, was 28.8%, while the effective tax rate

Previous report

The three andsix months ended June 30, 2026, compared to the three andsix months ended June 30, 2025

Previous report

Net sales before intersegment eliminations for the North America segment decreased by$12 million, to$4,743 million in the three

Previous report

months ended June 30, 2026, from$4,755 million in the three months ended June 30, 2025. This decrease was primarily due to a

Previous report

lower selling price mix of $46 million that was partially offset by a net positive foreign currency impact of $33 million.

Previous report

Net sales before intersegment eliminations for the North America segment decreased by$179 million, to$9,245 million in thesix

Previous report

months ended June 30, 2026, from$9,424 million in thesix months ended June 30, 2025. This decrease was primarily due to lower

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Current wording

Smurfit Westrock’s net sales increased by$158 million, to$8,161 million in the three months ended September 30, 2026, from

Previous wording

million higher energy costs, partially offset by the impact of a $71 million decrease in raw material costs, $26 million of lower

Previous wording

expense and increased energy costs compared to the prior year quarter. Net income (loss) attributable to common shareholders

Current wording

associated with the Combination compared to theprior year quarter. Net income attributable to common shareholders decreased by

Previous wording

decreased by$202 million in thesix months ended June 30, 2026 was primarily impacted by higher cost of goods sold, including

Current wording

$226 million in thenine months ended September 30, 2026 and was primarily impactedby higher cost of goods sold, including

Previous wording

as the impact of accelerated depreciation for machine closures and adverse weather incurred in the first quarter of 2026, partially

Current wording

depreciation for machine closures and adverse weather incurred in the first quarter of 2026. These increases were partially offset by

Previous wording

restructuring costs, decreased raw material costs, lower downtime and lower transaction and integration-related expenses associated

Current wording

the increase in net sales, lower impairment and restructuring costs and lower transaction and integration-related expenses associated

Previous wording

material costs and lower transaction and integration-related expenses associated with the Combination compared to the prior year

Previous wording

Net cash provided by operating activities decreased by$95 million, to$969 million in thesix months ended June 30, 2026, from

Current wording

Net cash provided by operating activities decreased by$354 million, to$1,843 million in thenine months ended September 30, 2026,

Previous wording

$1,064 million in thesix months ended June 30, 2025, primarily due to a$106 million decrease in net income adjusted for non-cash

Current wording

from$2,197 million in thenine months ended September 30, 2025, primarily due to a$165 million decrease in net income adjusted

Previous wording

items, primarily including depreciation, depletion and amortization, impairment of assets, cash surrender value increase in excess of

Current wording

for non-cash items, primarily including depreciation, depletion and amortization, impairment of assets, cash surrender value increase

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premiums paid, share-based compensation expense, deferred income tax benefit, andpension and other postretirement funding more

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in excess of premiums paid, share-based compensation expense, deferred income tax benefit, andpension and other postretirement

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than cost. Changes in operating assets and liabilities were abenefit of$11 million compared to the prior year period. Thedecrease in

Current wording

funding more than cost. Changes in operating assets and liabilities werean increase in cash used of$189 million compared to the prior

Previous wording

months ended June 30, 2026, Smurfit Westrock invested$1,089 million in capital expenditures. The Company’s net cash inflow from

Current wording

in capital expenditures. The Company’s net cash inflow from changes in debt was$334 million, and it paid$712 million of cash

Previous wording

changes in debt was$439 million, and it paid$474 million of cash dividends to shareholders. See the section entitled “Liquidity and

Current wording

dividends to shareholders. See the section entitled “Liquidity and Capital Resources” below for additional information.

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which are generally affected by fuel prices and overall labor inflation.

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which are generally affected by fuel prices and overall labor inflation. During 2026, inflation, including energy prices and freight

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material price hikes and the realization of higher pricing from customers.

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material price hikes and the realization of higher pricing from customers. There can be no assurance that announced price increases

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Results of operations for the three andsix months ended June 30, 2026, compared to the three andsix months ended June 30, 2025

Current wording

Results of operations for the three andnine months ended September 30, 2026, compared to the three andnine months ended

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Cost of goods sold increased by$207 million, to$6,632 million in the three months ended June 30, 2026, from$6,425 million in the

Current wording

Cost of goods sold increased by$287 million, to$6,721 million in the three months ended September 30, 2026, from$6,434 million in

Previous wording

three months ended June 30, 2025. This increase in cost of goods sold was primarily due to a $102 million net negative foreign

Current wording

the three months ended September 30, 2025. This increase in cost of goods sold was primarily due to $88 million of higher freight

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Cost of goods sold increased by$572 million, to$13,076 million in thesix months ended June 30, 2026, from$12,504 million in the

Current wording

Cost of goods sold increased by$859 million, to$19,797 million in thenine months ended September 30, 2026, from$18,938 million

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six months ended June 30, 2025. Theincrease in cost of goods sold was primarily due to a $379 million net negative foreign currency

Current wording

in thenine months ended September 30, 2025. Theincrease in cost of goods sold was primarily due to a $364 million net negative

Previous wording

accelerated depreciation costs for machine closures, $65 million impact of adverse weather, $48 million of higher downtime and $31

Current wording

depletion and amortization expense,$74 million of accelerated depreciation costs for machine closures, $65 million impact of adverse

Previous wording

million of higher energy costs, partially offset by lower volumes of $234 million and the impact of a $43 million decrease in raw

Current wording

weather and$49 million of higher labor costs, partially offset by lower volumes of$129 million and a $27 million decrease in raw

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SG&A expenses increased by$7 million, to$970 million in the three months ended June 30, 2026, from$963 million in the three

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SG&A expenses decreased by$36 million, to$927 million in the three months ended September 30, 2026, from$963 million in the

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SG&A expenses decreased by$5 million, to$1,931 million in thesix months ended June 30, 2026, from$1,936 million in thesix

Current wording

SG&A expenses decreased by$41 million, to$2,858 million in thenine months ended September 30, 2026, from$2,899 million in

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million in thethree months ended June 30, 2025. In the three months ended June 30, 2026, impairment and restructuring costs

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$65 million in thethree months ended September 30, 2025. In the three months ended September 30, 2026, impairment and

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consisted of$72 million of impairment charges and$47 million of restructuring costs. In the three months ended June 30, 2025,

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restructuring costs consisted of$1 million of impairment charges and$25 million of restructuring costs. In the three months ended

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Impairment and restructuring costs decreased by$161 million, to$119 million in thethree months ended June 30, 2026, from $280

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Impairment and restructuring costs decreased by$161 million, to$199 million in thenine months ended September 30, 2026, from

Previous wording

See “Note 4. Impairment and Restructuring Costs” for additional information.

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See “Note 4. Impairment and Restructuring Costs”of the Condensed Consolidated Financial Statementsfor additional information.

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The Company incurred transaction and integration-related expenses associated with the Combination of$1 million and$57 million in

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The Company incurred transaction and integration-related expenses associated with the Combination of$— million and$15 million in

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the three months ended June 30, 2026 and 2025, respectively. In the three months ended June 30, 2025, transaction and integration-

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the three months ended September 30, 2026 and 2025, respectively. In the three months ended September 30, 2025, transaction and

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The Company incurred transaction and integration-related expenses associated with the Combination of$1 million and$21 million in

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The Company incurred transaction and integration-related expenses associated with the Combination of$1 million and$72 million in

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thesix months ended June 30, 2026 and 2025, respectively. In thesix months ended June 30, 2025, transaction and integration-related

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thenine months ended September 30, 2026 and 2025, respectively. In thenine months ended September 30, 2025, transaction and

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Interest expense, net decreased by$3 million to$179 million in the three months ended June 30, 2026, from$182 million in the three

Current wording

Interest expense, net decreased by$3 million to$174 million in the three months ended September 30, 2026, from$177 million in the

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Pension and other postretirement non-service income, net increased by$2 million, toincome of$18 million in thesix months ended

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Pension and other postretirement non-service income, net increased by$2 million, toincome of$26 million in thenine months ended

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June 30, 2026, from income of$16 million in thesix months ended June 30, 2025.

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September 30, 2026, from income of$24 million in thenine months ended September 30, 2025.

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Other expense, net decreased by $6 million toexpense of$12 million in the three months ended June 30, 2026, from expense of$18

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Other expense, net decreased by $14 million toexpense of$7 million in the three months ended September 30, 2026, from expense of

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Income tax expense was$40 million in the three months ended June 30, 2026, compared to an income tax expense of$84 million in

Current wording

Income tax expense was$95 million in the three months ended September 30, 2026, compared to an income tax expense of

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the three months ended June 30, 2025. The effective tax rate for the three months ended June 30, 2026, was 31.3%, while the effective

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$91 million in the three months ended September 30, 2025. The effective tax rate for the three months ended September 30, 2026, was

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Income tax expense was$61 million in thesix months ended June 30, 2026, compared to an income tax expense of$92 million in the

Current wording

Income tax expense was$156 million in thenine months ended September 30, 2026, compared to an income tax expense of

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30.3%, while the effective tax rate for the three months ended September 30, 2025, was 27.1%.

Current report — wording carried from elsewhere

Measurement” of the Condensed Consolidated Financial Statements for additional information.

Current report — wording carried from elsewhere

September 30, 2025 consisted primarily of cash outflows from dividends paid to shareholders of$675 million andtax paid in
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Previous report — wording carried elsewhere

Capital Resources” below for additional information.

Previous report — wording carried elsewhere

ended June 30, 2026 andincome of$7 million in the three months ended June 30, 2025.

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tax rate for the three months ended June 30, 2025, was 144.8%.

Previous report — wording carried elsewhere

Consolidated Financial Statements for additional information.

Previous report — wording carried elsewhere

dividends paid to shareholders of$474 million andtax paid in connection with shares withheld from employees of$85 million that