Smurfit Westrock plc

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF

SMURFIT WESTROCK PLC

Condensed Consolidated Balance Sheets (Unaudited)

(inmillions, except share and per share data)

Condensed Consolidated Statements of Operations (Unaudited)

Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited)

Condensed Consolidated Statements of Cash Flows (Unaudited)

The following table presents a summary of the changes in equity for thethree months ended September 30, 2024:

The following table presents a summary of the changes in equity for thethree months ended September 30, 2023:

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

The following table presents a summary of the changes in equity for thenine months ended September 30, 2024:

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

The following table presents a summary of the changes in equity for thenine months ended September 30, 2023:

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 (formerly known as Cepheidway Limited and Smurfit WestRock Limited) is a company limited by shares that is

incorporated in Ireland. On December 11, 2023, Smurfit Westrock changed its name to Smurfit WestRock Limited, and then on June

18, 2024, it re-registered as an Irish public limited company and was renamed Smurfit Westrock plc.

We are a multinational provider ofsustainable fiber-based paper and packaging solutions. We partner with our customers to provide

differentiated, sustainable paper and packaging solutions that enhance ourcustomers’ 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.

Pursuant to a transaction agreement dated as of September 12, 2023 (the “Transaction Agreement”), among Smurfit Westrock, Smurfit

Kappa Group plc (“Smurfit Kappa”), WestRock Company ("WestRock") and Sun Merger Sub, LLC (“Merger Sub”) the following

was completed (i) Smurfit Westrock acquired Smurfit Kappa by means of ascheme of arrangement under the Companies Act 2014 of

Ireland (as amended) (the “Smurfit Kappa Share Exchange”) and (ii) Merger Sub merged with and into WestRock, with WestRock

continuing as the surviving entity (the “Merger” and, together with the Smurfit Kappa Share Exchange, the “Combination”). The

Combination closed on July 5, 2024 (the “Closing Date”). Upon the completion of the Combination, Smurfit Kappa and WestRock

each became wholly owned subsidiaries of Smurfit Westrock.

1.2. Basis of Presentation

Other than activities related to its formation and in anticipation of the Combination, Smurfit Westrock did not conduct any operations

from its incorporation until completion of the Combination. Given the non-operational nature of Smurfit Westrock prior to the

Combination, the Smurfit Kappa Share Exchange is not considered a business combination and does not give rise to any goodwill or

adjustments to accounting basis.

The consolidated financial statements of Smurfit Westrock following the Smurfit Kappa Share Exchange are a continuation of the

financial statements of Smurfit Kappa. The comparative financial information presented in these Condensed Consolidated Financial

Statements reflect the pre-Combination carrying values of Smurfit Kappa with the legal share capital retroactively adjusted to reflect

the legal capital of Smurfit Westrock as the successor after giving effect to the Smurfit Kappa Share Exchange.

The Merger is recognized as a business combination under Accounting Standards Codification (“ASC”) 805, “Business

Combinations” (“ASC 805”). Smurfit Kappa was determined to be the accounting acquirer of WestRock. Accordingly, the financial

statements reflected in these Condensed Consolidated Financial Statements include WestRock's financial position and results of

operations for the period subsequent to the completion of the Combination on July 5, 2024.

Refer to “Note 2. Acquisitions”for additional information related to the accounting for the Combination.

Following the completion of the Combination, we reassessed our reportable segments due to changes in our organizational structure

and how our chief operating decision maker (“CODM”) makes key operating decisions, allocates resources and assesses the

performance of our business. Consequently, subsequent to the Combination, we began to manage the combined business as three

reportable segments: (1) Europe, the Middle East and Africa (“MEA”), and Asia-Pacific (“APAC”), (2) North America, and (3) Latin

America (“LATAM”).

1.2. Basis of Presentation - continued

As a result of the change in reportable segments, prior year amounts have been recast to conform to the current year presentation.

Throughout this Quarterly Report on Form 10-Q, amounts and activity reflect reclassifications related to the Company's change in

reportable segments. The change in reportable segments had no impact on the Company’s Condensed Consolidated Balance Sheets,

Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Comprehensive (Loss) Income,

Condensed Consolidated Statements of Cash Flows and Condensed Consolidated Statements of Changes in Equity previously

reported. Refer to “Note 3. Segment Information”, for further discussion of the Company’s segment reporting structure.

We derived the Condensed Consolidated Balance Sheet as of December 31, 2023 from the audited Consolidated Financial Statements

of Smurfit Kappa for the year ended December 31, 2023 (the “2023 Consolidated Financial Statements”) included in the Proxy

Statement/Prospectus of Smurfit Westrock dated April 26, 2024 (file number 333-278185). In the opinion of Smurfit Westrock’s

management, all normal recurring adjustments necessary for the fair statement of the Consolidated Financial Statements have been

included for the interim periods reported.

The interim financial statements have been prepared in accordance with accounting principles generally accepted in the U.S.

(“GAAP”) for interim financial information and with Article 10 of Regulation S-X of the Securities and Exchange Commission

(“SEC”). Accordingly, they omit certain notes and other information from the 2023 Consolidated Financial Statements. Therefore,

these interim financial statements should be read in conjunction with the 2023 Consolidated Financial Statements. The results for the

three and nine months ended September 30, 2024 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

about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures

about contingent assets and liabilities and reported amounts of revenues and expenses. Such estimates include fair value of acquired

assets and assumed liabilities, goodwill impairment, income taxes and pension and other postretirement benefits. These estimates and

assumptions are based on management’s judgment. Actual results may differ from those estimates, and the differences could be

material. Estimates and underlying assumptions are reviewed on an ongoing basis. Changes in accounting estimates may be necessary

if there are changes in the circumstances or experiences on which the estimate was based or as a result of new information. Changes in

estimates, including those resulting from changes in the economic environment, are reflected in the period in which the change in

estimate occurs.

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

not precisely reflect the absolute figures.

Following the Combination, certain reclassifications have been made to the prior year amounts to conform to the current year

presentation. These reclassifications include reclassifications within our segments, as described above. On completion of the Merger,

as part of the harmonization of accounting policies, a disclosure reclassification of amounts previously classified as 'other

postretirement benefit plans' took place with the plans now being classified and disclosed as 'defined benefit pension plans'. The prior

year disclosure information in “Note 15. Retirement Plans” has been updated to conform to the current year presentation.

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” in the 2023 Consolidated Financial Statements, other than updates to policies as a result

of the Merger as described below.

1.4. Revenue Recognition

The Company's revenue is primarily derived from the sale of containerboard, corrugated containers and other paper-based packaging

products. All revenue relates to revenue from contracts with customers. Contracts with customers include a single performance

obligation to sell these products and do not generally contain multiple performance obligations.

We recognize revenue on a point-in-time basis when the customer takes title to the goods and assumes the risks and rewards for the

goods, which coincides with the transfer of control of our goods to the customer upon delivery.

Additionally, we manufacture certain customized products that have no alternative use to us (since they are made to specific customer

specifications), and we believe that for certain customers we have a legally enforceable right to payment for performance completed to

date on these products, including a reasonable profit. For products that meet these two criteria, we recognize revenue over time. This

results inrevenue recognition prior to the date of shipment or title transfer for these products and results in the recognition of a

contract asset (unbilled receivables) with a corresponding reduction in finished goods inventory on our Condensed Consolidated

Balance Sheets.

Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods and is derived primarily

from fixed consideration. Certain contracts may also include variable consideration, typically in the form of volume-based rebates and

early settlement discounts. If a contract with a customer includes variable consideration, we estimate the expected impact based on

historical experience and net the provisions for volume-based rebates, early settlement discounts and other adjustments against our

gross sales. We concluded this method is consistent with the most likely amount method under ASC 606, “Revenue from Contracts

with Customers” (“ASC 606”) and allows us to make the best estimate of the consideration we will be entitled to from customers.

As permitted by ASC 606, we have elected to treat costs associated with obtaining new contracts as expenses when incurred if the

amortization period of the asset we would recognize is one year or less. We do not record interest income when the difference in

timing of control transfer and customer payment is one year or less. No element of financing is deemed present as the sales are made

with credit terms consistent with market practice and are in line with normal credit terms in the entities’ country of operation.

We also account for sales and other taxes that are imposed on and concurrent with individual revenue-producing transactions between

a customer and us on a net basis which excludes the taxes from our net sales.

1.5. Fair Value of Financial Instruments and Nonfinancial Assets and Liabilities

We estimate fair values in accordance with ASC 820 “Fair Value Measurement” (“ASC 820”). ASC 820 provides a framework for

measuring fair value and expands disclosures required about fair value measurements. Specifically, ASC 820 sets forth a definition of

fair value and a hierarchy prioritizing the inputs to valuation techniques. ASC 820 defines fair value as the price that would be

received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in

an orderly transaction between market participants on the measurement date. Additionally, ASC 820 defines levels within the

hierarchy based on the availability of quoted prices for identical items in active markets, similar items in active or inactive markets and

valuation techniques using observable and unobservable inputs. We incorporate credit valuation adjustments to reflect both our own

nonperformance risk and the respective counterparty’s nonperformance risk in our fair value measurements.

The hierarchy consists of:

•Level 1: fair value measurements represent exchange-traded securities, which are valued at quoted prices (unadjusted) in

active markets for identical assets or liabilities that the Company has the ability to access as of the reporting date;

•Level 2: fair value measurements are determined using input prices that are directly observable for the asset or liability or

indirectly observable through corroboration with observable market data; and

•Level 3: fair value measurements are determined using unobservable inputs, such as internally developed pricing models for

the asset or liability due to little or no market activity for the asset or liability.

1.5. Fair Value of Financial Instruments and Nonfinancial Assets and Liabilities - continued

Financial instruments not recognized at fair value on a recurring or nonrecurring basis include cash and cash equivalents, accounts

receivable, certain other current assets, short-term debt, accounts payable, certain other current liabilities and non-current debt. With

the exception of non-current debt, the carrying amounts of these financial instruments approximate their fair values due to their short

maturities. The fair value of debt such as debentures and various notes are based on quoted market prices as of the balance sheet date.

The fair value of the revolving credit facility approximates its carrying value due to the nature of the repricing and interest based on

variable rates.

Following the Combination, we have financial instruments recognized at fair value including supplemental retirement savings plans

(“Supplemental Plans”) that are nonqualified deferred compensation plans pursuant to which assets are invested primarily in mutual

funds, interest rate derivatives, commodity derivatives or other similar class of assets or liabilities. Assets and liabilities held in

respect of these Supplemental Plans were$181 million and$168 million, respectively, as of September 30, 2024. We measure the fair

value of our mutual fund investments based on quoted prices in active markets. Additionally, we measure our derivative contracts, if

any, based on observable inputs such as interest rates, yield curves, spot and future commodity prices, and spot and future exchange

rates.

We discuss fair values in more detail in “Note 10. Fair Value Measurement”.

1.6. Supplier Finance Program Obligations

We maintain supplier finance programs whereby we have entered into payment processing agreements with certain financial

institutions. These agreements allow participating suppliers to track payment obligations from Smurfit Westrock, and if voluntarily

elected by the supplier, to sell payment obligations from Smurfit Westrock to financial institutions at a discounted price. We are not a

party to the agreements between the participating financial institutions and the suppliers in connection with the program, and we do

not reimburse suppliers for any costs they incur for participation in the program. We have not pledged any assets as security or

provided any guarantees as part of the programs. We have no economic interest in our suppliers’ decisions to participate in the

programs. Our responsibility is limited to making payment in full to the respective financial institution according to the terms

originally negotiated with the supplier, which generally do not exceed 120 days. Smurfit Westrock or the financial institutions may

terminate the agreements upon 30 or 90 days’ notice.

Following the Combination, we assumed outstanding payment obligations to financial institutions and the outstanding payment

obligations under these programs were $432 million as of September 30, 2024. These obligations are classified as accounts payable

within the Condensed Consolidated Balance Sheets.

1.7. New Accounting Standards Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment

Disclosures.”This ASU requires an entity to disclose incremental segment information, including enhanced disclosures about

significant segment expenses. ASU 2023-07 is effective for the Company’s annual reporting periods beginning after December 15,

2023 and for interim periods beginning after December 15, 2024. Adoption is a fully retrospective method of transition. Early

adoption is permitted. The Company is currently evaluating the effect that adoption of ASU 2023-07 will have on its Consolidated

Financial Statements.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.”This

ASU requires the annual financial statements to include consistent categories and greater disaggregation of information in the rate

reconciliation, and income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for the Company’s annual reporting

periods beginning after December 15, 2024. Adoption is either with a prospective method or a fully retrospective method of transition.

Early adoption is permitted. The Company is currently evaluating the effect that adoption of ASU 2023-09 will have on its

Consolidated Financial Statements.

2. Acquisitions

As referred to in“Note 1. Description of Business and Summary of Significant Accounting Policies - Description of the Business”, on

September 12, 2023, Smurfit Kappa and WestRock, a public company incorporated in Delaware, announced they had reached a

definitive agreement on the terms of a proposed combination.

The Combination closed on July 5, 2024. Pursuant to the Transaction Agreement, on the Closing Date each issued ordinary share, par

value€0.001 per share, of Smurfit Kappa (a “Smurfit Kappa Share”) was exchanged forone ordinary share, par value$0.001 per

share, of Smurfit Westrock (a “Smurfit Westrock Share”) and, in exchange for the net assets of WestRock acquired through the

Merger, each share of common stock, par value$0.01 per share, of WestRock (the “WestRock Common Stock”), was converted into

the right to receiveone Smurfit Westrock Share and$5.00 in cash (the “Merger Consideration”) for an aggregate cash consideration of

$1,291 million (the “Cash Consideration”) and issuance of 258,228,403 shares to WestRock shareholders.

Upon completion of the Combination, Smurfit Kappa and WestRock each became wholly owned subsidiaries of Smurfit Westrock

with Smurfit Kappa shareholders owning approximately 50.3% and WestRock shareholders owning approximately 49.7%.

The Company expects the Combination to result in a global leadership position in sustainable packaging, characterized by quality,

product, and geographic diversity.

In connection with the Combination, on April 3, 2024, Smurfit Kappa Treasury (a wholly owned subsidiary of Smurfit Westrock plc)

completed an offering in the aggregate principal amount of$2,750 million of senior unsecured notes in three series, comprised of the

following:$750 million aggregate principal amount of 5.200% senior notes due 2030 (the “2030 Notes”),$1,000 million aggregate

principal amount of 5.438% senior notes due 2034 (the “2034 Notes”) and$1,000 million aggregate principal amount of 5.777%

senior notes due 2054 (the “2054 Notes” and, together with the 2030 Notes and 2034 Notes, the “Notes” or the “Financing”) (such

offering, the “Notes Offering”). A portion of the net proceeds of the Notes Offering was used to finance the Cash Consideration, fees,

commissions, costs and expenses payablein connection with the Combination.

Merger Consideration

The following table summarizes the components of the aggregate Merger Consideration. The amounts are calculated by reference to

Smurfit Kappa’s share price of £36.56 on the Closing Date, translated to U.S. dollars using the closing exchange rate as of that date.

(a) The cash component of the aggregate Merger Consideration is based on 258,228,403 shares of WestRock Stock multiplied by the Cash Consideration of $5.00 per WestRock share.

(b) Value of Smurfit Westrock Shares issued is based on 258,228,403 shares of outstanding WestRock Stock resulting in the issue of 258,228,403 Smurfit Westrock Shares at the closing share price of

£36.56 on July 5, 2024, translated to U.S. dollars using the closing exchange rate of£1 to$1.2815 asof that date.

(c) Consideration for WestRock Options and WestRock restricted stock unit (“ RSU”) Awards replaced with Smurfit Westrock equity awards with similar terms, and the amount represents the consideration

for their replacement. A portion of the fair value of Smurfit Westrock equity awards issued represents consideration transferred, while the remaining portion represents the post-Combination

compensation expense based on the vesting terms of the converted awards. Also included, is the Merger Consideration in respect of WestRock Director RSU Awards, settled options held by former

WestRock employees and vested and unreleased RSU awards all of which converted into WestRock Stock immediately prior to the Closing Date.

(d)Component of Merger Consideration in respect of the settlement for no gain or loss of trade and other receivable and payable balances with WestRockas of the date of the Merger. The Merger

Consideration has been increased by the amount of the settled Smurfit Kappa receivable of$3 million in respect of sales to WestRock and has been reduced to account for the effective settlement of

accounts payable of$32 million in respect of trade and other purchases from WestRock. The WestRock receivable and payable in respect of these inter-company transactions were not recognized as an

acquired asset or assumed liability.

Preliminary Purchase Price Allocation

Smurfit Westrock management determined that Smurfit Kappa is the accounting acquirer in the Merger, whichis accounted for under

the acquisition method of accounting for business combinations in accordance with ASC 805.

The preliminary allocation of the purchase price with respect to the Merger is based upon management’s estimates of and assumptions

related to the fair values of WestRock assets acquired and liabilities assumed as of the Closing Date using currently available

information. The excess of the purchase price over the fair value of net assets acquired has been allocated to goodwill.

The purchase price allocation for the Merger is preliminary and is subject to revision as additional information aboutthe acquisition-

date fair value of assets and liabilities becomes available. The Company is still evaluating the fair value of acquired property, plant

and equipment, intangible assets and certain income tax related items in addition to ensuring all other assets and liabilities and

contingencies have been identified and recorded. The Company has estimated the preliminary fair value of assets acquired and

liabilities assumed based on information currently available and will continue to adjust those estimates during the measurement period

(a period not to exceed 12 months from the Closing Date). Smurfit Westrock will reflect measurement period adjustments, if any, in

the period in which the adjustments occur, and will finalize the accounting for the Merger within the measurement period.

The preliminary allocation of the purchase price to the assets acquired and liabilities assumed, and a reconciliation to total

consideration transferred is presented in the table below:

The goodwill arising from the Merger is attributable to the workforce of the acquired business and the significant synergies expected

to arise after the Merger. Of the total goodwill recognized on the Merger,$3,990 million was allocated to the North American

segment,$207 million was allocated to the LATAM segment and$162 million was allocated to the Europe, MEA and APAC

segment. Of the total goodwill recognized,$187 million is estimated to bedeductible for tax purposes.

The fair value of the assets acquired includes accounts receivable of$2,374 million that are not purchased financial assets with credit

deterioration. The gross amount due under contracts was$2,429 million of which$55 million was expected to be uncollectible.

Acquired other non-current assets includes a sales-type lease receivable and notes receivable with an aggregate fair value of$85

million. The gross amount due under contracts was$107 million,$22 million of which was expected to be uncollectible.

The preliminary fair values of intangible assets were generally determined using income-based methods. The income method used for

customer relationship intangibles is the multi-period excess earnings method based on forecasts of the expected future cash flows

attributable to those assets. The relief from royalty method which the Company has used for the valuation of trade name and certain

technology intangibles, estimates fair value by reference to the royalties saved through ownership of the trade name rather than paying

a rent or royalty for its use. The fair value of certain technology-based intangibles was determined using a cost savings approach that

measures the value of an asset by estimating the cost savings achieved through owning the asset.

Significant estimates and assumptions inherent in the valuations reflect consideration of other market participants, the amount and

timing of future cash flows (including expected growth rates, discount rates, cost savings and profitability), royalty rates used in the

relief from royalty method, and the discount rate applied to the cash flows. Unanticipated market or macroeconomic events and

circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions used to calculate the fair values

of acquired intangible assets.

Preliminary identifiable intangible assets are presented in the following table:

The Company incurred transaction-related expenses associated with the Combination of$128 million and$211 million for the three

andnine months ended September 30, 2024, respectively ($17 million for the three andnine months ended September 30, 2023).

These costs were associated primarily with legal and other professional services and were recorded intransaction and integration-

related expenses associated with the Combination.

Following the Combination, Smurfit Kappa funded the prepayment and cancellation of WestRock’s credit agreement with an

outstanding amount of$750 million ("Delayed Draw Term Facility"). Waivers from lenders removing change in control provisions

had previously been received for this loan facility. The outstanding balance of the facility as of July 5, 2024 was recognized as an

assumed liability. The repayment did not form part of Merger Consideration. The repayment of the principal ($750 million) has been

presented as a financing cash outflow with the payment of accrued interest ($1 million) reflected within operating activities, each in

the Condensed Consolidated Statement of Cash Flows.

Outstanding WestRock Stock Based Compensation Awards

In connection with the Combination, outstanding WestRock RSU Awards (other than director RSUs) for current employees were

replaced with Smurfit Westrock RSU Awards and a cash award equal to$5.00 per share, both of which will vest over the same

requisite service period as the original awards. Director RSUs were fully vested upon the change in control and settled shortly

thereafter in July 2024. Outstanding WestRock performance stock units ("PSUs") were converted at the higher of target or the average

actual performance of the last three years prior to the Merger and replaced with Smurfit Westrock RSU Awards and a cash award

equal to$5.00 per share, both of which will vest over the same requisite service period as the original awards. The outstanding

WestRock stock options and their exercise prices were converted using an exchange ratio based on the volume weighted average price

of Smurfit Kappa shares for a ten day period prior to the close of the Merger and replaced with Smurfit Westrock stock options with

the same terms and conditions as the original awards. Outstanding WestRock stock options for former employees were settled in

connection with the acquisition. The Merger Consideration includes$101 million related to WestRock awards that were settled or

replaced in connection with the acquisition. Compensation expense of$21 million was recognized immediately post-acquisition and

$162 million of compensation expense will be recognized over the remaining service period of up tothree years. In addition during the

quarter ended September 30, 2024,$44 million of stock compensation expense was recognized in respect of “dual trigger” awards to

certain executives, which accelerated vesting upon (i) a change in control and (ii) involuntary termination or a termination for good

reason following a change in control.

WestRock Net Sales and Earnings

WestRock contributed net sales of$4,684 million and net loss of$132 million to the consolidated results of Smurfit Westrock for the

period from completion of the Merger to September 30, 2024.

Unaudited Pro Forma Combined Financial Information

The following unaudited pro forma combined financial information presents the combined results of operations for the three andnine

months ended September 30, 2024 and 2023, as if the Merger hadoccurred on January 1, 2023.

The unaudited pro forma combined financial information above is based on the historical financial statements of Smurfit Kappa,

WestRock, and Smurfit Westrock, and is not indicative of the results of operations that would have been achieved if the Merger had

occurred on January 1, 2023, nor is it indicative of future results. The unaudited pro forma combined financial information has been

prepared byapplying the accounting policies of Smurfit Westrock and includes, where applicable, adjustments for the following

factually supportable items or transactions, directly attributable to the Merger: (i) elimination of intercompany activity; (ii)

incremental depreciation expense from the preliminary fair value adjustments to property, plant and equipment; (iii) amortization

expense from the preliminary fair value adjustments to acquired intangible assets; (iv) incremental stock-based compensation expense

associated with the Merger; (v) interest expense for acquisition financing and the amortization of the fair value adjustment to debt

assumed; (vi) removal of pension and other postretirement amortization expense resulting from the fair value adjustment to acquired

WestRock pension and other post-employment benefit assets and liabilities; (vii) changes to align accounting policies; and (viii)

associated tax-related impacts ofadjustments.

The unaudited pro forma combined financial information also reflects pro forma adjustments for the following material nonrecurring

expenses directly attributable to the Merger, each reflected as of the beginning of the earliest pro-forma comparative period presented:

(i) transaction-related costs of both Smurfit Kappa and WestRock ($450 million), including retention-related bonuses; and (ii)

amortization of the fair value adjustment toacquired inventoriesof$227 million.

These pro forma adjustments are based on available information as of the date hereof and upon assumptions that the Company

believes are reasonable to reflect the impact of the Merger on the Company’s historical financial information on a supplemental pro

forma basis. Adjustments do not include costs related to integration activities, cost savings or synergies that have been or may be

achieved by the combined business.

3. Segment Information

Following the completion of the Combinationwe reassessed our operating segments due to changes in our organizational structure and

how our chief operating decision maker (“CODM”) makes key operating decisions, allocates resources and assesses the performance

of our business. The CODM is determined to be the executive management team, comprising the President and Chief Executive

Officer Anthony Smurfit and the Executive Vice President and Group Chief Financial Officer Ken Bowles. The CODM is responsible

for assessing performance, allocating resources and making strategic decisions.

During the three months ended September 30, 2024, we identified three operating segments, which are also our reportable segments:

i. Europe, the Middle East and Africa (MEA), and Asia-Pacific (APAC).

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

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

Ecuador and Peru.

These changes reflect how wemanage our business during the third quarter of 2024, following the completion of the Combination. No

operating segments have been aggregated for disclosure purposes. Prior period comparatives have been restated to reflect the change

in segments.

In the identification of the operating and reportable segments, we considered the level of integration of our different businesses as well

as our objective to develop long-term customer relationships by providing customers with differentiated packaging solutions that

enhance the customer’s prospects of success in their end markets.

The Europe, MEA and APAC, North America, and LATAM segments are each highly integrated within the segment and there are

many interdependencies within these operations. They each include a system of mills and plants that primarily produce a full line of

containerboard that is converted into corrugated containers within each segment, or is sold to third parties.

In addition, the Europe, MEA and APAC segment also produces types of paper, such as solid board, sack kraft paper, machine glazed

and graphic paper; and other paper-based packaging, such as honeycomb, solid board packaging, folding cartons, inserts and labels;

and bag-in-box packaging (located in Europe, Argentina, Canada, Mexico and the U.S.).

The North America segment also produces paperboard and specialty grades; other paper-based packaging, such as folding cartons,

inserts, labelsand displays and also engages in the assembly of displays as well as the distribution of packaging products.

The LATAM segment also comprises forestry; types of paper, such as boxboard and sack paper; and paper-based packaging, such as

folding cartons, honeycomb and paper sacks.

Inter-segment transfers or transactions are entered into under normal commercial terms and conditions that would also be available to

unrelated third parties.

3. Segment Information - continued

Segment profit is measured based on Adjusted EBITDA, defined as(loss) income before income taxes, unallocated corporate costs,

depreciation, depletion and amortization, interest expense, net, pension and other postretirement non-service benefit (expense), net,

share-based compensation expense, other expense, net, impairment of goodwill and other assets, amortization of fair value step up on

inventory, transaction and integration-related expenses associated with the Combination, restructuring costs, legislative or regulatory

fines and reimbursements and losses at closed facilities.

The following tables show selected financial data for our segments:

Other adjustm ents for the three months ended September 30, 2024 include restructuring costs of$19 million, losses at closed facilities

of $8 million and impairment of other assets of$2 million. Other adjustments for the nine months ended September 30, 2024 include

restructuring costs of$19 million, losses at closed facilities of$8 million and impairment of other assets of$2 million partially offset

by legislative or regulatory fine reimbursement of$18 million. There were no amounts included in other adjustments for the three and

nine months ended September 30, 2023.

3. Segment Information - continued

(1)Corporate assets are composed primarily of Pension assets, Property, plant and equipment net, Derivative financial instruments,

Deferred tax assets, Recoverable or refundable income taxes and Cash and cash equivalents.

4. Revenue Recognition

Disaggregated Revenue

ASC 606 requires that we disaggregate revenue from contracts with customers into categories that depict how the nature, amount,

timing and uncertainty of revenue and cash flows are affected by economic factors.

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

nine months ended September 30, 2024 and 2023. Net sales are attributed to segments based on the location of production.

4. Revenue Recognition - continued

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

In connection with the Combination, the Company acquired contract assets and assumed contract liabilities. These 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.

Contract assets and contract liabilities are reported within “Other current assets” and “Other current liabilities”, respectively, on the

Condensed Consolidated Balance Sheets.

5. Transaction and integration-related costs associated with the Combination

The following table summarizes the transaction and integration costs associated with the Combination:

Transaction-related costs associated with the Combination

Transaction-related costs associated with the Combination comprise of banking and financing related costs as well as legal and other

professional services which are directly attributable to the Combination and retention payments that are contractually committed to

and associated with the successful completion of the Combination.

Integration-related costs associated with the Combination

We incur integration costs post-acquisition that reflect work performed to facilitate merger and acquisition integration and primarily

consist of professional services and personnel and related expenses, such as work associated with information systems.

We consider transaction and integration costs to be corporate costs regardless of the segment or segments involved in the transaction.

6. Accounts Receivable

Accounts receivable consists of the following:

Allowances include the reservesfor allowance for estimated credit impairment losses, returns, cash discounts andnon-cash rebates

where netting requirements are met.

7. Inventories

Inventories are as follows:

8. Property, Plant and Equipment

Property, plant and equipment consists of the following:

Depreciation expense for thethree months ended September 30, 2024 and 2023, was$517 million and$134 million, respectively, and

for thenine months ended September 30, 2024 and 2023, was$802 million and$392 million, respectively.

9. Goodwill

During the third quarter of 2024, the Company changed its reportable segments as described in “Note 3. Segment Information”.

Concurrent with the change in reportable segments, the Company reassessed it’s reporting units. The prior year amounts for goodwill

by reportable segment have been recast by assigning reporting units to new reportable segments based on location of reporting units.

The Company concluded the change in reportable segments was not a triggering event for goodwill impairment. There were no

charges for goodwill impairment in thenine months ended September 30, 2024.

The changes in the carrying amount of goodwill for the period ended September 30, 2024 are asfollows:

Of the acquisitions amount in the table above,$4,359 million relates to goodwill recognized from the Merger. Further information is

included in “Note 2. Acquisitions”.

10. Fair Value Measurement

The fair values of the Company's financial assets and financial liabilities listed below reflect the amounts that would be received to sell

the assets or paid to transfer the liabilities in an orderly transaction between market participants at the measurement date (exit price).

The Company's non-derivative financial instruments primarily include cash and cash equivalents, trade and other receivables, certain

other current assets, trade and other payables, certain other current liabilities, short-term debt and non-current debt, all of whose

carrying values approximates fair value (with the exception of non-current debt with fixed rates). Fair value disclosures are classified

based on the fair value hierarchy. See “Note 1. Description of Business and Summary of Significant Accounting Policies," for

information about the Company's fair value hierarchy.

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'sdebt with fixed interest rates is based on quoted market prices. With the exception of financial

instruments included in the table above, 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 a carrying value

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

the fair value hierarchy.

Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis

The Company measures and records certain assets and liabilities, including derivative instruments at fair value. The following table

summarizes the fair value of these instruments, which are measured at fair value on a recurring basis, by level, within the fair value

hierarchy:

There were no assets or liabilities, which are measured at fair value on a recurring basis, classified as Level 3 in the fair value

hierarchy for the periods presented.

The fair value of listed financial assets is determined by reference to their bid price at the reporting date. Unlisted financial assets are

valued using recognized valuation techniques for the underlying security including discounted cash flows and similar unlisted equity

valuation models.

The fair value of foreign currency forwards, cross currency swaps and energy hedging contracts is based ontheir listed market price, if

available. If a listed market price is not available, then fair value is estimated by discounting the difference between the contractual

forward price and the current forward price for the residual maturity of the contract using a risk-free interest rate (based on

government bonds).

The fair value of natural gas commodity derivatives is estimated based on observable inputs such as commodity future prices. We

utilize fixed price natural gas commodity derivatives to mitigate the associated price risk resulting from variability in the NYMEX

Henry Hub Index. The notional amount of the Company's natural gas commodity program at September 30, 2024 was 10 million

MMBtu. The fair values of the hedges are not material.

For derivative financial instruments that are not designated as accounting hedges, the entire change in fair value of the financial

instrument is reported immediately in current period earnings.

Assets and Liabilities Measured and Recorded at Fair Value on a Nonr ecurring Basis

In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company records certain assets and liabilities

at fair value on a nonrecurring basis. This includes assets acquired and liabilities assumed as a result of business combinations or non-

monetary exchanges, situations where events or changes in circumstances indicate the carrying value may not be recoverable, or when

they are deemed to be other than temporarily impaired. These assets include goodwill and other intangible assets, assets and disposal

groups held for sale and other non-current assets. The fair values of these assets are determined, when applicable, based on valuation

techniques using the best information available, and may include quoted market prices, market comparables, and discounted cash flow

projections. These nonrecurring fair value measurements are considered to be Level 3 in the fair value hierarchy.

For more details on the measurement ofassets acquired and liabilities assumed as part of business combinations during the period,

refer to “Note 2. Acquisitions".

Accounts Receivable Monetization Agreements

Available to the Company is a$700 million accounts receivable monetization facility to sell to a third-party financial institution all of

the short-term trade receivables generated from certain customer trade accounts. On September 13, 2024, we amended this agreement

to extend the maturity date by one year to September 15, 2025. This facility (the “Monetization Agreement”) has Coöperatieve

Rabobank U.A., New York Branch, as purchaser, (“Rabobank”). The terms of the Monetization Agreements limit the balance of

receivables sold to the amount available to fund such receivables sold, thereby eliminating the receivable for proceeds from the

financial institution at any transfer date. Transfers under the Monetization Agreement meet the requirements to be accounted for as

sales in accordance with guidance in ASC 860, “Transfers and Servicing”. We pay a monthly yield on investment to Rabobank at a

rate equal to adjusted Term SOFR plus a margin on the outstanding amount of Rabobank’s investment. The Company has a similar

$110 million bilateral facility with Sumitomo Mitsui Banking Corporation, New York Branch as purchaser, with a maturity of

December 4, 2024.

The customers from these facilities are not included in the receivables securitization facilities, as discussed in more detail in “Note 11.

Debt” and "Note 18. Variable Interest Entities".

The following table presents a summary of these accounts receivable monetization agreements for the nine months ended

Receivables sold under these accounts receivable monetization agreements as of the balance sheet date were approximately$711

million.

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

Consolidated Statement of Cash Flows in the Accounts receivable line item. The expense related to the sale of receivables was$12

million for thepost-Combination period. 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 soldas 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.

11. Debt

The following were individual components of debt, split between items previously held by the Company and those assumed as a result

of the Combination:

For the terms attached to the senior notes (other than those senior notes issued during the three months period ended June 30, 2024)

and the receivables securitization facilities, refer to the narrative included in“Note 10. Debt” of the 2023 Consolidated Financial

Statements. The carrying amount of the borrowings designated as Net Investment Hedges, as outlined therein, has not changed

materially and no ineffectiveness was recognized in the period.

The carrying amount of our debt includes a fair value adjustment related to debt assumed through mergers and acquisitions. At

September 30, 2024 the unamortized fair value market adjustment was$58 million, which will be amortized over a weighted average

remaining life of 7.4 years.

At September 30, 2024, all of our debt was unsecured with the exception of our receivables securitization facilities and finance lease

obligations.

On August 12, 2024, we redeemed €250 million aggregate principal amount of our senior notes due February 2025. We funded this

redemption by drawing on our receivables securitization facilities. No gain/loss on extinguishment of debt has been recorded.

On September 17, 2024, we discharged$600 million aggregate principal amount of our 3.75% senior notes due March 2025. We

funded this discharge using a portion of the proceeds from our Notes Offering which is described in further detail in “Note 2.

Acquisitions”. We recorded a$4 million loss on extinguishment of debt.

Senior Notes Issued

On April 3, 2024, Smurfit Kappa Treasury completed the Notes Offering.

The Company (a) used a portion of the proceeds from the Notes Offering (i) to finance the payment of the Cash Consideration of the

Combination; (ii) to finance the payment of fees, commissions, costs and expenses in relation to the Combination and the Notes

Offering; and (iii) for general corporate purposes, including the repayment of indebtedness, and (b) intends to use an amount

equivalent to the proceeds from the Notes Offering to finance or refinance a portfolio of eligible green projects in accordance with

Smurfit Kappa’s Green Finance Framework, which the Company may, in the future, update in line with developments in the market.

Revolving Credit Facility

On June 28, 2024, conditional upon the closing of the Combination, the Company entered into a Multicurrency Term and Revolving

Facilities Agreement (the "New Credit Agreement") with certain lenders and Wells Fargo Bank, National Association, as agent,

providing for (i) a U.S. dollar term loan facility in an aggregate principal amount of$600 million (the “Term Loan Facility”), (ii) a

multicurrency revolving loan facility in an aggregate principal amount of$4,500 million including a swingline sub-facility in an

aggregate principal amount of$500 million (together, the “New RCF”).

On July 2, 2024, the Term Loan Facility of$600 million under the New Credit Agreement was cancelled prior to any drawdown and

no early termination penalties were incurred as a result of the cancellation.

We cancelled the€1,350 million Revolving Credit Facility (that was due to mature in January 2026) (the “Existing RCF”) as part of

the conditions of the New Credit Agreement upon the closing of the Combination on the Closing Date. There wereno early

termination penalties incurred as a result of the termination of the Existing RCF. The conditions attaching to the New Credit

Agreement becoming effective were completed on the Closing Date.

Revolving Credit Facility - continued

Loans under the New RCF may be drawn in U.S. dollars, euro, pounds sterling, Swiss francs, Japanese yen, Swedish kronor and

Canadian dollars, with a borrower (or the obligors’ agent on behalf of a borrower) selecting the currency of a loan under the New

RCF. Borrowings under the New RCF bear interest at rates based upon an underlying reference rate, plus a margin determined in

accordance with a ratings-based pricing grid. Reference rates include SOFR for U.S. dollars, EURIBOR for euro, SONIA for pounds

sterling, STIBOR for Swedish kronor and SARON for Swiss francs. Unused revolving commitments under the New RCF will accrue a

commitment fee equal to a percentage of the applicable interest rate margin. The New RCF also requires the payment of a utilization

fee calculated on outstanding revolving loans, based on the utilization rate of the New RCF. The New RCF has an initial term of five

years from the date of the New Credit Agreement, which may be extended on two occasions by up to an aggregate of two years. The

New RCF is unsecured. As of September 30, 2024, there were no amounts outstanding under the facility.

Term Loan Facilities

Farm Loan Credit Facility

A credit agreement (the “Farm Credit Facility Agreement”) is in place with CoBank, ACB, as administrative agent. The Farm Credit

Facility Agreement provides for a senior unsecured term loan facility in an aggregate principal amount of$600 million (the “Farm

Credit Facility”) with a maturity date of July 9, 2029. The carrying value of this facility at September 30, 2024 was$600 million.

At our option, loans issued under the Farm Credit Facility will bear interest at either Term SOFR or an alternate base rate, in each case

plus an applicable interest rate margin that will fluctuate between 1.650% per annum and 2.275% per annum (for Term SOFR loans)

or between 0.650% per annum and 1.275% per annum (for alternate base rate loans), based upon the Company’s corporate credit

ratings (as defined in the Farm Credit Facility Agreement). In addition, Term SOFR loans will be subject to a credit spread adjustment

equal to 0.1% per annum.

Delayed Draw Term Facility

A credit agreement with an outstanding amount of$750 million (the “Delayed Draw Term Facility”) was in place at the Combination

date. This amount (plus accrued interest) was repaid and the facility cancelled on July 5, 2024.

Receivables Securitization Facilities

As of September 30, 2024, the gross amount of receivables collateralizing the€100 million 2026 trade receivables securitization

programs were €317 million (December 31, 2023:€327 million). As of September 30, 2024 maximum available borrowings,

excluding amounts outstanding under this facility, were $— million (December 31, 2023:$105 million). The gross amount of

receivables collateralizing the€230 million 2026 trade receivables securitization program at September 30, 2024 was€422 million

(December 31, 2023:€415 million). At September 30, 2024 maximum available borrowings, excluding amounts outstanding under

this facility, were$34 million (December 31, 2023:$240 million). In accordance with the contractual terms, the counterparty has

recourse to the securitized debtors only. Given the short-term nature of the securitized receivables and the variable floating rates, the

carrying amount of the securitized receivables and the associated liabilities reported on the Condensed Consolidated Balance Sheets is

estimated to approximate fair value.

The Company also has a third receivables securitization program with certain lenders and Coöperatieve Rabobank U.A., New York

Branch, in its capacity as administrative agent. It has a facility size of$700 million, a margin of 0.9% plus 0.1% credit spread

adjustment and matures in June 2027. At September 30, 2024 maximum available borrowings, excluding amounts outstanding under

this facility, were$175 million. The gross carrying amount of receivables collateralizing the maximum available borrowings at

September 30, 2024 were approximately$1,137 million. We have continuing involvement with the underlying receivables as we

provide credit and collection services pursuant to the underl ying agreement. Borrowing availability under this facility is based on the

eligible underlying accounts receivable and compliance with certain covenants. The agreement governing the receivables

securitization facility contains restrictions, including, among others, on the creation of certain liens on the underlying collateral.

Further details are included in the agreement.

Commercial Paper

The Company also maintains an unsecured commercial paper program with WRKCo Inc. (a wholly owned subsidiary of Smurfit

Westrock plc) as the issuer. Under the program, we may issue senior short-term unsecured commercial paper notes in an aggregate

principal amount at any time not to exceed$1,000 million with up to 397-day maturities. The program has no expiration date and can

be terminated by either the agent or us with not less than 30 days notice. The$1,000 million commercial paper program is supported

by the$4,500 million New RCF with a separate$500 million swingline sublimit which allows for same-day drawing in U.S. Dollar.

The amount of commercial paper outstanding does not reduce available capacity under the New RCF. Commercial paper borrowings

may vary during the period, largely as a result of fluctuations in funding requirements.

Amounts available under the program may be borrowed, repaid and re-borrowed from time to time. At September 30, 2024, there was

$512 million issued. The weighted average interest rate pertaining to this facility was 5.2% as of that date.

12. Leases

We lease various real estate, including certain operating facilities, warehouses, office space and land. We also lease material handling

equipment, vehicles and certain other equipment.

Components of Lease Costs

The following table presents certain information related to the lease costs for finance and operating leases:

12. Leases - continued

Supplemental Condensed Consolidated Balance Sheets Information Related to Leases

Operating lease right-of-use assets and lease liabilities increased by$659 million and$662 million, respectively, as a result of leased

assets acquired and liabilities assumed from the Combination. Similarly, finance lease right-of-use assets and lease liabilities have

increased by$388 million and$512 million, respectively.

Supplemental Cash Flow Information Related to Leases

13. Interest

The components of interest expense, net is as follows:

Total cash paid for interest, net of interest received was$236 million and$123 million for thenine months ended September 30, 2024

and September 30, 2023, respectively. Of this, capitalized interest paid was$11 million and$9 million for thenine months ended

September 30, 2024 and September 30, 2023, respectively.

14. Income Taxes

The effective taxrates in the three andnine months ended September 30, 2024 and for the comparative periods ended September 30,

2023 were generally impacted by a combination of factors including the reduction in earnings and the geographical mix of where those

earnings were generated, as well as the impacts resulting from the Combination on July 5, 2024. The negative effect from non-

deductible expenses was partially offset by the positive effect of earnings that were not subject to tax.

The effective tax rate for thenine months ended September 30, 2024 was 48.7% compared to 24.9% for the same period in 2023. In

2024, the non-deductible transaction related expenses associated with the Combination contributed to the increase in the rate. This was

offset in part by the recognition of non-taxable income, a reduction in the deferred tax liability on unremitted earnings, and other non-

recurring items.

The effective tax rate for thethree months ended September 30, 2024 was(28.2)% compared to 24.2% for the same period in 2023. In

2024, this includes the impact of the increase in the non-deductible expenses related to the Combination.

During thenine months ended September 30, 2024 and September 30, 2023, cash paid for income taxes, net of refunds, was

$229 million and$308 million, respectively.

As a result of the Combination, approximately$520 million of unrecognized tax benefits were acquired.

15. Retirement Plans

The net periodic benefit (income) cost recognized in the Condensed Consolidated Statements of Operations for the three andnine

months ended September 30, 2024 and September 30, 2023, respectively, is composed of 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 benefit (expense), net”.

As part of the Company’s pension de-risking strategy, annuities were purchased with an insurance company for the pensioners in our

Irish Executive Fund during the quarter ended June 30, 2024. As a result of this transaction, a settlement loss occurred when

approximately 70% of the projected benefit obligation was settled.

In connection with the Combination, the Company acquired net pension assets of$234 million ($4,931 million in obligations and

$5,165 million in plan assets). The Company expects to contribute$17 million tothese plans in fiscal year 2024.

15. Retirement Plans - continued

As a result of the acquisition of WestRock, we participate in several multiemployer pension plans (“MEPP” or “MEPPs”) that provide

retirement benefits to certain union employees in accordance with various collective bargaining agreements and WestRock has

participated in other MEPPs in the past. The multiemployer plan expense was immaterial for the three and nine months ended

September 30, 2024. In the normal course of business, we evaluate our potential exposure to MEPPs, including potential withdrawal

liabilities. In fiscal 2018, WestRock submitted formal notification to withdraw from the Pace Industry Union-Management Pension

Fund (“PIUMPF”) and recorded a liability associated with the withdrawal. Subsequently, in fiscal 2019 and 2020, Westrock received

demand letters from PIUMPF, including a demand for withdrawal liabilities and for its proportionate share of PIUMPF's accumulated

funding deficiency, and Westrock refined its liability, the impact of which was not significant. WestRock began making monthly

payments for the PIUMPF withdrawal liabilities in fiscal 2020, excluding the accumulated funding deficiency demands. We dispute

the accumulated funding deficiency demands. In February 2020, WestRock received a demand letter from PIUMPF asserting that it

owed$51 million for its pro-rata share of PIUMPF’s accumulated funding deficiency, including interest. Similarly, in April 2020,

WestRock received an updated demand letter related to one of its subsidiaries asserting that it owed$1 million of additional

accumulated funding deficiency, including interest. In July 2021, PIUMPF filed suit against Westrock in the U.S. District Court for

the Northern District of Georgia claiming the right to recover WestRock’s pro rata share of the pension fund’s accumulated funding

deficiency along with interest, liquidated damages and attorney's fees. The federal court recently ordered the parties to mediate, and

the parties have agreed to mediate on November 21, 2024. We believe we are adequately reserved for this matter.

In connection with the Combination, we assumed withdrawal liabilities of $211 million (balance of$212 million at September 30,

2024), including liabilities associated with PIUMPF's accumulated funding deficiency demands.

With respect to certain other MEPPs, in the event we withdraw from one or more of the MEPPs in the future, it is reasonably possible

that we may incur withdrawal liabilities in connection with such withdrawals. Our estimate of any such withdrawal liabilities, both

individually and in the aggregate, are not material for the remaining plans in which we participate.

Pension Plan Contributions

Established funding standards govern the funding requirements for our qualified and approved pensions in various jurisdictions. We

fund the benefit payments of our non-qualified or unfunded plans as benefit payments come due.

The Company’s contributions for the three andnine months ended September 30, 2024 and September 30, 2023, respectively, were as

follows:

16. Earnings Per Share

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

The following weighted average share-based compensation awards were not included in computing diluted earnings per share because

the effect would have been antidilutive:

17. 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. The tax, penalty and interest claims relating to both tax periods were administratively finalized and they are now the subject of

two annulment actions WestRock has filed in the Brazil federal court. The fraud penalties and interest for tax years 2003 to 2008

remain pending in the court action relating to this period. For tax years 2009 to 2012 the government claim of fraud penalties and

interest was resolved and terminated by CARF in favor of WestRock in 2023.

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

the claimed tax deficiency was R$745 million ($137 million) as of September 30, 2024, including various penalties and interest. The

U.S. dollar equivalent has fluctuated significantly due to changes in exchange rates. Resolution of the uncertain 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.

PIUMPF-Related Litigation

Refer to “Note 15. Retirement Plans” for details of legal proceedings filed by PIUMPF against the Company.

Asbestos-Related Litigation

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

certain companies that have been 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, 2024, there were

approximately 625 such lawsuits. We believe that we have substantial insurance coverage, subject to applicable deductibles and policy

limits, with respect to asbestos claims. We also have valid defenses to these asbestos-related personal injury claims and intend to

continue to defend them 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 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. However, it is

possible such proceedings or matters could have an adverse effect on the Company's results of operations, financial condition or cash

flows. As of September 30, 2024, the Company had recorded liabilities in respect of these matters of$73 million and estimated

insurance recoveries of$46 million.

17. Commitments and Contingencies - continued

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. Smurfit Kappa Italia has appealed the amount of this reduction and a decision on that appeal is

expected in 2025.

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. If successful, the revocation will imply that the Council of State will have to (re-)assess those pleas, which in turn could

determine the partial annulment of the August 2019 ACGM decision, although this would not impact the size of the fine levied on

Smurfit Kappa Italia. A decision is expected in 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. These actions are still in early stages and Smurfit Westrock cannot predict its potential liability or their outcomes with

certainty at this point in time. In addition, other parties have threatened litigation against Smurfit Westrock seeking damages (either

specified or unspecified). It cannot be anticipated whether these threatened actions will become actual litigation proceedings, nor

whether any amounts claimed will be the same as those that have been threatened.

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 Centre for Settlement of Investment Disputes 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 28 August 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 enforcethe Award.

17. Commitments and Contingencies - continued

Combination-Related Litigation

In May 2024, in connection with the Combination, two lawsuits were filed by purported stockholders of WestRock challenging the

sufficiency of the disclosures that have been made in connection therewith in the definitive proxy statement that WestRock filed with

the SEC on April 26, 2024: Robert Scott v. WestRock Company et al., No. 652627/2024 (N.Y.S.), filed on May 21, 2024, and Richard

McDaniel v. WestRock Company et al., No. 652638/2024 (N.Y.S.), filed on May 22, 2024. Both complaints, which name WestRock

and its directors as defendants, allege state law claims for breach of fiduciary duty. Due to the early stage of this proceeding, the

Company cannot predict the outcomes of these matters and cannot reasonably estimate the potential range of loss, if any.

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, 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.

18. Variable Interest Entities

Trade Receivables Securitization Arrangements

The Company is a partyto arrangements involving securitization of its trade receivables. The arrangements required the establishment

of certain special purpose entities namely Smurfit Kappa International Receivables DAC, Smurfit Kappa Receivables plc and Smurfit

Kappa European Packaging DAC (a subsidiary of Smurfit Kappa Receivables plc). The sole purpose of the securitization entities is the

raising of finance for the Company using the receivables generated by certain operating entities, as collateral. All entities are

considered to be variable interest entities.

The Company is the primary beneficiary of Smurfit Kappa International Receivables DAC, Smurfit Kappa European Packaging DAC

and Smurfit Kappa Receivables plc, through various financing arrangements and due to the fact that it is responsible for the entities’

most significant economic activities.

The carrying value of the restricted asset and limited recourse liability as of September 30, 2024 ($821 millionand$336 million

respectively) approximates fair value 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. Pursuant to the sale of forestlands in

2007, a special purpose entity (“SPE”) namely MeadWestvaco Timber Notes Holding, LLC (“MWV TN”) received an installment

note receivable (“Timber Note”). Using this installment note as collateral, the SPE received proceeds under secured financing

agreements, which is recorded as a non-recourse liability.

Using the Timber Note as collateral, MWV TN received$338 million in proceeds under a secured financing agreement with a bank.

Under the terms of the agreement, the liability from this transaction is non-recourse to the Company and is payable from the Timber

Note proceeds upon its maturity in October 2027. As a result, the Timber Note is not available to satisfy any obligations of the

Company. MWV TN can elect to prepay at any time the liability in whole or in part, however, given that the Timber Note is not

prepayable, MWV TN expects to repay the liability at maturity from the Timber Note proceeds.

The Company is the primary beneficiary of MWV TN through various financing arrangements and due to the fact that it is responsible

for the entity’s most significant economic activities. This entity is considered to be a variable interest entity.

The carrying value of the restricted asset and non-recourse liability as of September 30, 2024 approximates fair value due to their

floating rates.

18. Variable Interest Entities - continued

Green Power Solutions

Green Power Solutions of Georgia, LLC ("GPS") is a joint venture providing steam tothe Companyand electricity to a third party

client. The Company owns a 48% interest in GPS and the majority of the debt issued through the entity SP Fiber Holdings Inc. ("SP

Fiber"), a 100% owned subsidiary. Based on the commercial and financial relationships in force between SP Fiber and GPS, it has

been determined that the SP Fiber has a controlling financial interest in and is the primary beneficiary of GPS. The vehicle holds

unrestricted cash of $2 million as of September 30, 2024.

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

The carrying amounts of the restricted assets and limited or non-recourse liabilities of Variable Interest Entities reported within the

Condensed Consolidated Balance Sheets are set out in the following table:

19. Accumulated Other Comprehensive Loss

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

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

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

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

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

(2)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.

19. Accumulated Other Comprehensive Loss - continued

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

September 30, 2024 and September 30, 2023, is as follows:

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

September 30, 2024 and September 30, 2023, is as follows: