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Smurfit Westrock plc

For the period ended Sep 30, 2024. Filed Nov 8, 2024.

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, 2024 · Filed Nov 8, 2024

SW$44.19+0.2%Stored close · as of Nov 9, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-Q

Period ended 2024-06-30; filed 2024-08-09.

0001410578-24-001252

Item 1A. Risk Factors

Current report: 10-Q

Period ended 2024-09-30; filed 2024-11-08.

0002005951-24-000010

Item 1A. Risk Factors

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.

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Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (915)

Current report

The following summary is intended to enhance the readability and accessibility of our risk factor disclosures. We encourage you to

Current report

carefully review the full risk factors discussed below in their entirety for additional information. Some of the factors that could

Current report

adversely affect our results of operations, cash flows and financial condition, and the trading price of our ordinary shares, include:

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Market and Industry Risks

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•As a leading global manufacturing business, we have been, and may be materially adversely affected by economic,

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geopolitical and social factors that are beyond our control.

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•We may be adversely affected by uncertainty, downturns, actions taken by competitors or other changes in the paper and

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packaging industry.

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•Our earnings are highly dependent on demand.

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•Price fluctuations in, or shortages in the availability of, energy, transportation and raw materials could materially adversely

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affect our business.

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•We are exposed to significant competition in the containerboard and packaging industry, which may be materially and

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adversely affect the price and volume of products sold.

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Operating Risks

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•We may experience business disruptions that adversely affect our operations.

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•We may fail to anticipate trends and develop or integrate new technologies or to protect intellectual property related to our

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products and technologies.

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•Our capital expenditures may not achieve the desired outcomes or may be completed at a higher cost than anticipated.

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•We are exposed to risks related to our international sales and operations.

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•We could be exposed to currency exchange rate fluctuation risks.

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•We may produce faulty or contaminated products due to failures in quality control measures.

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•We are subject to cybersecurity risks that could threaten the confidentiality, integrity and availability of data in our systems,

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and could result in disruptions to our operations.

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•We may be adversely impacted by work stoppages and other labor relations matters.

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•We may not be able to attract, motivate and/or retain qualified personnel, including our key personnel.

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•We face challenges associated with sustainability matters, including climate change and scarce resources.

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•Failure by us to successfully implement strategic transformation initiatives, including those relating to information

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technology infrastructure, could adversely affect our business.

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•If we are unsuccessful in integrating acquisitions or if disposals result in unexpected costs or liabilities, our business could be

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materially and adversely affected.

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Risks Related to the Combination

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•We may not realize all of the benefits of the recent Combination or such benefits may take longer than anticipated or may be

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lower than estimated.

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•We may fail to successfully integrate Smurfit Kappa and WestRock, including their individual cultures and philosophies.

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•We have incurred and will incur significant costs as a result of becoming subject to various U.S. laws and regulations,

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including U.S. securities laws and reporting requirements.

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•We have identified a material weakness in our internal control over financial reporting that could, if not remediated, result in

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material misstatements in our financial statements and cause us to fail to meet our reporting and financial obligations

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•We will be required to comply with the Sarbanes-Oxley Act and may incur significant costs and devote substantial

Current report

management time towards developing and maintaining adequate internal controls, which may materially adversely affect our

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Removed paragraphs (2)

Previous report

Item 1A. Risk Factors

Previous report

You should carefully consider the “Risk Factors” discussed in the Registration Statement under sections “—Risks Related to the Combination,” “—Risks Relating to Smurfit WestRock Following the Combination,” “—Risks Relating to Smurfit Kappa’s Business,” “—Risks Relating to Tax Matters,” and “—Risks Relating to Ownership of Smurfit WestRock Shares,” and risks that are described in the section entitled “Risk Factors” in WestRock’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023, which sections are incorporated herein by reference. If any of those factors were to occur, they could materially adversely affect our business, financial position, and/or results of operation, and could cause our actual results to differ materially from those contained in or implied by any forward-looking statements. We are aware of no material changes to the Risk Factors discussed in our Registration Statement on Form S-4.