Smurfit Westrock plc

MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF

OPERATIONS OF SMURFIT WESTROCK

The following discussion and analysis of Smurfit Westrock’s financial condition and results of operations should be read in

conjunction with Smurfit Westrock’s audited Consolidated Financial Statements and their related notes for the year ended December

31, 2024, our audited Consolidated Financial Statements and their related notes for the year ended December 31,2023 and Smurfit

Kappa’s audited Consolidated Financial Statements and their related notes for the year ended December 31, 2023, as well as the

information under the heading “Management’s Discussion and Analysis of the Financial Condition and Results of Operations of

Smurfit Kappa” that were disclosed in Smurfit Westrock’s Registration Statement on Form S-4 (file number 333-278185) which was

declared effective on April 26, 2024 (as supplemented by the prospectus filed with the SEC on April 26, 2024, the “Registration

Statement”). This discussion contains forward-looking statements that involve risks and uncertainties. Smurfit Westrock’s future

results could differ materially from the results discussed below. Factors that could cause or contribute to such differences include, but

are not limited to, those identified below and those discussed in the Item 1A. Risk Factors. Please refer to the section above entitled

“Cautionary Note Regarding Forward-Looking Statements" for additional information.

Smurfit Kappa was determined to be the accounting acquirer in the Combination; therefore, the historical consolidated financial

statements of Smurfit Kappa for periods prior to the Combination were also considered to be the historical financial statements of the

Company. Unless otherwise specified or the context otherwise requires, all references to the “Company” and “Smurfit Kappa” refer

to Smurfit Kappa Group plc and its subsidiaries and their operations when referring to periods prior to the closing of the

Combination, and references to the “Company” and “Smurfit Westrock” refer to the combined company, Smurfit Westrock and its

subsidiaries, including, among others, Smurfit Kappa and WestRock, when referringto periods after the Combination.

OVERVIEW

Smurfit Westrock is one of the world's largest integrated manufacturers of paper-based packaging products in terms of volumes and

sales, with operations in North America, South America, Europe, Asia, Africa, and Australia. Smurfit Westrock partners with its

customers to provide differentiated, sustainable paper and packaging solutions that enhance its customers’ prospects of success in their

markets.

Transaction Agreement and Combination with WestRock

On September 12, 2023, Smurfit Kappa, a public company incorporated in Ireland, and WestRock, a public company incorporated in

Delaware, United States, announced they had reached a definitive agreement on the terms of a proposed combination.

As described elsewhere in this report, 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 for one

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 receive one 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

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%. Prior to the

closing of the Combination, Smurfit Westrock had no operations other than activities related to its formation and the Combination.

Given the non-operational nature of the Company 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 and therefore, the historical consolidated financial information for periods prior to the

Combination, including the comparatives presented, reflect the pre-Combination carrying values of Smurfit Kappa except for the

retrospective adjustment to reflect the Company’s legal share capital 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, as noted

above, the financial statements reflected in these Consolidated Financial Statements and the discussions below include WestRock's

financial position and results of operations for the period subsequent to the completion of the Combination on July 5, 2024.

Consequently, the results reported for the twelve months ended December 31, 2024 do not include WestRock’s financial results for the

first five days of July or any prior periods.

Refer to “Note 2. Acquisitions” of the Consolidated Financial Statements for additional information related to the accounting for the

Combination.

Following the completion of the Combination, Smurfit Westrock reassessed the Company’s reportable segments due to changes in

organizational structure and how the Company’s chief operating decision maker (“CODM”) makes key operating decisions, allocates

resources and assesses the performance of the business. Consequently, subsequent to the Combination, Smurfit Westrock began to

manage the combined business as three reportable segments: (1) North America,(2)Europe, the Middle East and Africa (“MEA”),

and Asia-Pacific (“APAC”), and (3) Latin America (“LATAM”). As a result of the change in reportable segments, certain prior year

amounts have been recast to conform to the current year presentation. Throughout this Annual Report on Form 10-K, unless otherwise

indicated, amounts and activity reflect reclassifications related to the Company's change in reportable segments. Refer to “Note 3.

Segment Information” of the Consolidated Financial Statements for further discussion of the Company’s segment reporting structure.

EXECUTIVE SUMMARY

Smurfit Westrock’s net sales increased by $9,016 million, to $21,109 million in the year ended December 31, 2024, from$12,093

million in the year ended December 31, 2023. This increase was primarily due to the acquisition of WestRock and a positive volume

impact partially offset by a lower selling/price mix.

Net income attributable to common shareholders decreased by$506 million, to $319 million in the year ended December 31, 2024,

from$825 million in the year ended December 31, 2023. This decrease was primarily driven by an increase of$317 million in

transaction and integration-related expenses associated with the Combination, an increase of$259 million in interest expense, net, and

a charge of$224 million for the amortization of the fair value step up on inventory recognized on WestRock’s inventory acquired. The

increases in expenses were partially offset by the positive impact of the Combination. Refer to “Results of Operations” for a detailed

review of Smurfit Westrock’s performance.

Net cash provided by operating activities decreased by$76 million, to $1,483 million in the year ended December 31, 2024, from

$1,559 million in the year ended December 31, 2023, primarily due to a$508 million increase in the outflow in the change in

operating assets and liabilities driven by additional operating cash flow activity as a result of the Combination, higher volumes

(excluding acquisitions) in the Europe, MEA and APAC segment, and an increased outflow forcreditors in the North America

segment. The increase in thecash outflows from changes in operating assets and liabilities was partially offset by the$432 million

increase in net income adjusted for non-cash items, including depreciation, depletion and amortization, cash surrender value increase

in excess of premiums paid, impairment charges onassets other than goodwill, share-based compensation expense, deferred tax

(benefit) expense, and pension and other post-retirement funding more than cost, resulting in a net decrease in cash flows from

operating activities. During the year ended December 31, 2024, Smurfit Westrock invested $1,466 million in capital expenditures and

paid $719 million in cash for purchase of businesses, net of cash acquired. The Company’s netcash inflow from changes in debt was

$1,367 million, and it paid $650 million of cash dividends to shareholders. See the section entitled “Liquidity and Capital Resources”

below for additional information.

SIGNIFICANT FACTORS AND TRENDS AFFECTING SMURFIT WESTROCK’SRESULTS

Smurfit Westrock’s operations have been, and will continue to be, affected by many factors, some of which are beyond the Company’s

control. Smurfit Westrock’s net sales are primarily derived from the sale of containerboard, corrugated containers, paperboard,

consumer packaging, and other paper-based packaging products. As such, Smurfit Westrock’s net sales during any period are largely

influenced by volumes, prices and costs of the corrugated containers and consumer packaging products that Smurfit Westrock sells

during that period.

Volumes

In general, demand for corrugated containers and consumer packaging is closely correlated with overall economic growth and activity.

It also directionally correlates with levels of industrial production and is impacted by the trends affecting the choice of medium (paper,

plastic, glass, metal, or wood) used in the packaging of these products. As a result, demand is driven by the need for: (i) packaging

products for consumer and industrial goods, (ii) higher value-added corrugated products used for point-of-sale displays and consumer

and shelf-ready packaging, and (iii) packaging of pharmaceutical products and the growth of related industries. Normal patterns of

demand growth can be disrupted by other macroeconomic trends, including inflation, pandemics (including the COVID-19 pandemic

and related lockdowns), and global economic and geopolitical developments, among others.

Consumer patterns also play a significant role in demand for corrugated packaging and consumer packaging. In recent years, shifting

consumer behaviors have accelerated, particularly with the rise of e-commerce and increased awareness of unsustainable packaging

solutions. These trends have, to date, been beneficial for paper-based packaging, which is typically made from renewable, recyclable

materials. Changing demographics can also influence demand trends in the pharmaceutical industry, a major user of consumer

packaging.

Prices and Costs

Prices of corrugated containers and consumer packaging are primarily a function of the cyclical nature of Smurfit Westrock’s industry,

capacity and competition in the markets it operates in, prevailing raw material prices, and other operating costs, such as energy,

chemicals, and transportation, overlaying supply and demand balances.

As paper costs generally represent a large portion of the cash cost of production for corrugated containers or consumer packaging,

containerboard price movements tend to impact the prices of corrugated containers. In turn, the cost of paper is influenced by

movements in the price of its major raw materials—wood or recycled paper—along with other supply and demand factors. Smurfit

Westrock’s production processes are energy-intensive, making production costs also sensitive to the price of energy (primarily gas and

electricity), which have historically been volatile. Other key cost drivers include employee benefit expenses, largely determined by

workforce size, and shipping and handling costs, which are generally affected by fuel prices and overall labor inflation.

While many of Smurfit Westrock’s customer contracts include price adjustment clauses that allow cost increases to be passed on to

customers, these clauses may not in all cases be effective to offset rising costs. Additionally, for corrugated and consumer packaging

products, even when Smurfit Westrock is able to implement price increases, there is typically a three- to six-month lag between raw

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

Foreign Currency Effects

Smurfit Westrock operates in multiple countries across North America, Europe, MEA, APAC, and LATAM. As a result, currency

fluctuations can have both direct and indirect impacts on its financial statements, which are presented in U.S. dollars.

The following table summarizes Smurfit Westrock’s consolidated results for the three years ended December 31, 2024, December 31,

2023 and December 31, 2022:

Net sales increased by$9,016 million, to$21,109 million in the year ended December 31, 2024, from$12,093 million in the year

ended December 31, 2023. This increase was primarily due to the impact of $9,381 million related to the acquisition of WestRock.

Excluding the impact of this acquisition, net sales decreased by $365 million primarily resulting from a $715 million impact due to a

lower selling/price mix, partially offset by a positive volume impact of$377 million. See “Segment Information” below for more

detail on Smurfit Westrock’s segment results.

Cost of Goods Sold

Cost of goods sold increased by$7,875 million, to$16,914 million in the year ended December 31, 2024, from$9,039 million in the

year ended December 31, 2023. The increase in cost of goods sold was primarily due to the impact of the acquisition of WestRock of

$7,997 million, which included an expense of $224 million for the amortization of the fair value step up on inventory recognized on

WestRock’s inventory acquired. Excluding the impact of this acquisition, cost of goods sold decreased by $122 million primarily due

tolower input prices partly offset by higher volumes.

Selling, General and Administrative (“SG&A”) Expenses

SG&A expenses increased by $1,189 million, to$2,793 million in the year ended December 31, 2024, from$1,604 million in the year

ended December 31, 2023. The increase in SG&A expenses of$1,189 million was primarily due to additional SG&A expenses of

$1,189 million related to the acquisition of WestRock.

Transaction and Integration-related Expenses Associated with the Combination

The Company incurred transaction and integration-related expenses associated with the Combination of $395 million and$78 million

in the years ended December 31, 2024 and 2023, respectively.

Transaction-related expenses associated with the Combination were$202 million and$78 million in the years ended December 31,

2024 and 2023, respectively. Transaction-related costs associated with the Combination comprised of banking and financing related

costs as well as legal and other professional services which were directly attributable to the Combination and retention payments that

were contractually committed to and associated with the successful completion of the Combination.

Integration-related expenses associated with the Combination were$193 million in the year ended December 31, 2024. 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.

Pension and Other Postretirement Non-Service Expense, Net

Pension and other postretirement non-service expense, net decreased by $25 million, to $24 million in the year ended December 31,

2024, from$49 million in the year ended December 31, 2023. This decrease was primarily due to a$170 million increase in the return

on plan assets primarily due to acquired net pension assets in connection with the Combination, that waspartially offset by an increase

in interest costs of $128 million primarily due to acquired net pension assets in connection with the Combination; a $12 million

increase in one-time settlement expenses and a $7 million increase in the net actuarial loss.

Interest Expense, Net

Interest expense, netincreased by$259 million to$398 million in the year ended December 31, 2024, from$139 million in the year

ended December 31, 2023. The increase was primarily theresult of interest on debt assumed as part of the Combination and the

$2,750 million April Notes Offering (as hereinafter defined) in connection with the Combination. The increase was partially offset by

higher interest income of$96 million primarily due to increased average cash balances in the period. See “Note 14. Debt” of the

Notes to Consolidated Financial Statements for details of the April Notes Offering.

Other (Expense) Income, Net

Other (expense) income, net decreased by$21 million, to a netexpense of$25 million in the year ended December 31, 2024, from a

net expense of$46 million in theyear ended December 31, 2023. This decrease was primarily due to a $30 million net positive impact

from foreign currency translationof monetary assets and liabilitiesand a $10 million increase in income from equity method

investments. This was partially offset by a $23 million expense recorded in the year ended December 31, 2024 in connection with the

sale of receivables under an accounts receivable monetization program acquired as a result of the Combination.

Income Tax Expense

Income tax expense decreased by $71 million, to$241 million (consisting of current tax expense of$378 million and deferred tax

benefit of$137 million) in the year ended December 31, 2024, from$312 million (consisting of current tax expense of $340 million

and deferred tax benefit of $28 million) in the year ended December 31, 2023.

The netincrease of $38 million in current tax expense was primarily due to the tax impact of the acquired U.S. operations resulting

from the Combination and from lower profitability elsewhere. The netincrease of $109 million in deferred tax benefit largely relates

to the amortization of differences arising in the acquisition accounting for the Combination.

Net sales decreased by$1,416 million, to$12,093 million in the year ended December 31, 2023, from$13,509 million in the year

ended December 31, 2022. This decrease was primarily due to a reduction of $842 million due to lower volumes, as well as a lower

selling price/mix of $789 million. In addition, there was a net negative impact of $142 million from acquisitions and disposals,

primarily due to the disposal of our Russian operations. These decreases were partially offset by a net positive foreign currency impact

of $390 million, primarily due to the weakening of the U.S. dollar against the euro. See “Segment Information” below for more detail

on Smurfit Westrock’s segment results.

Cost of Goods Sold

Cost of goods sold decreased by$1,198 million, to$9,039 million in the year ended December 31, 2023, from$10,237 million in the

year ended December 31, 2022. The decrease in cost of goods sold was primarily due to lower input prices, lower volumes and the net

impact of acquisitions and disposals, partly offset by the impact ofnet negative foreign currency.

SG&A Expenses

SG&A expenses increased by$61 million, to$1,604 million in the year ended December 31, 2023, from$1,543 million in the year

ended December 31, 2022. This increase was primarily due to an increase in wages and salaries, redundancy and reorganization and IT

costs.

Goodwill Impairment

In the year ended December 31, 2022 the Company recorded a pre-tax, non-cash goodwill impairment in the LATAM segment of

$12 million to fully impair the goodwill balance in its Peru reporting unit as a result of continued difficult economic conditions.

Impairment of Other Assets

In the year ended December 31, 2022, the Company recorded an impairment charge of$159 million in the Europe, MEA and APAC

segment on the assets relating to its Russian operations upon their classification as assets held for sale.

Transaction and Integration-related Expenses Associated with the Combination

In the year ended December 31, 2023, the Company incurred$78 million of transaction-related expenses associated with the

Combination, which included legal and financial advisory, accounting, and consulting costs as well as bond consent fees incurred in

connection with the Combination.

Pension and Other Postretirement Non-Service Expense, Net

Pension and other postretirement non-service expense, netincreased by$41 million, to$49 million in the year ended December 31,

2023, from$8 million in the year ended December 31, 2022. This increase was primarily due to an increase in interest costs of $48

million due to higher discount rates. The increase in costs was partially offset by an increase in the expected return on assets of $15

million. In addition, there was a net settlement loss of $8 million in the year ended December 31, 2023 compared to a net settlement

gain of $1 million in the year ended December 31, 2022.

Interest Expense, Net

Interest expense, net was$139 million in both the years ended December 31, 2023 and December 31, 2022. The Company incurred

incremental costs of $10 million in the year ended December 31, 2023 related to bridge facility fees associated with the Combination

which was offset by a $10 million decrease in the net interest expense excluding the bridge facility fees, primarily due to additional

interest income earned on the Company’s deposits as a result of the higher interest environment, partially offset by higher interest

costs on the Company’s variable debt.

Other (Expense) Income, Net

Other (expense) income, netdecreased by$61 million, to a net expense of$46 million in the year ended December 31, 2023, from net

income of$15 million in the year ended December 31, 2022. This decrease was primarily due to a $50 million increase in loss on

foreign currency transactions, mainly driven by the devaluation of the Argentine Peso, as well as a $5 million decrease in net gain on

the disposal of businesses and assets in the year ended December 31, 2023.

Income Tax Expense

Income tax expense decreased by $79 million, to$312 million (consisting of current tax expense of$340 million and deferred tax

benefit of$28 million) in the year ended December 31, 2023, from$391 million (consisting of current tax expense of $350 million

and deferred tax expense of $41 million) in the year ended December 31, 2022.

The netdecrease of $10 million in current tax expense was primarily due to lower profitability. The netdecrease of $69 million in

deferred tax expense was largely due to: the effects of timing differences on which deferred tax was previously recognized; the impact

of deferred tax on certain unremitted earnings where the Company was not availing of a permanent reinvestment assertion; and the

recognition of other tax benefits and credits.

SEGMENT INFORMATION

Smurfit Westrock has identified its operating segments based on how the CODM makes key operating decisions, allocates resources

and assesses performance of the Company’s business. Effective the third quarter of 2024 Smurfit Westrock has identified three

operating segments: (i) North America, which includes operations in the U.S., Canada and Mexico, (ii) Europe, MEA and APAC and

(iii) LATAM, which includes operations in Central America and Caribbean, Argentina, Brazil, Chile, Colombia, Ecuador and Peru.

No operating segments have been aggregated for disclosure purposes. Prior period comparatives have been recast to reflect the change

in segments.

Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis, but

exclude certain central costs such as corporate costs, including executive costs, and costs of Smurfit Westrock’s legal, company

secretarial, pension administration, tax, treasury and controlling functions and other administrative costs. Segment profitability is

measured based on Adjusted EBITDA, defined asincome before income taxes, unallocated corporate costs, depreciation, depletion

and amortization, interest expense, net, pension and other postretirement non-service expense, net, share-based compensation expense,

other (expense) income, net, impairment of goodwill and other assets, amortization of fair value step up on inventory, transaction and

integration-related expenses associated with the Combination and other specific items that management believes are not indicative of

the ongoing operating results of the business.

The following table contains selected financial information for Smurfit Westrock’s segments for the years ended December 31, 2024,

2023 and 2022:

(1) Net sales before intersegment eliminations

The year ended December 31, 2024, compared to the year ended December 31, 2023

North America Segment

Net sales before intersegment eliminations for the North America segment increased by $8,468 million, to $10,092 million in the year

ended December 31, 2024, from$1,624 million in the year ended December 31, 2023. This increase was primarily due to the positive

impact of $8,481 million from the acquisition of WestRock.

Adjusted EBITDA for the North America segment increased by $1,329 million, to$1,610 million in the year ended December 31,

2024, from$281 million in the year ended December 31, 2023. This increase was primarily due to the positive impact of $1,380

million from the acquisition of WestRock.

Europe, MEA and APAC Segment

Net sales before intersegment eliminations for the Europe, MEA and APAC segment increased by $384 million, to $9,577 million in

the year ended December 31, 2024, from$9,193 million in the year ended December 31, 2023. This increase was primarily due tothe

impact of $740 million which related to the acquisition of WestRock. Excluding the impact of this acquisition, net sales before

intersegment eliminations decreased by $356 million primarily due to a lower selling/price mix of $732 million, partially offset by a

positive volume impact of $352 million and net foreign currency impact of $36 million primarily due to the weakening of the U.S.

dollar against the euro, pound sterling and Polish zloty.

Adjusted EBITDA for the Europe, MEA and APAC segment decreased by $155 million, to$1,529 million in the year ended

December 31, 2024, from$1,684 million in the year ended December 31, 2023. There was a $63 million positive impact from the

acquisition of WestRock. Excluding the impact of this acquisition, Adjusted EBITDA decreased by $218 million mainly due to a

lower selling price/mix impact of $732 million, partly offset by lower input prices of $449 million and a positive impact of $67 million

due to higher volumes.

LATAM Segment

Net sales before intersegment eliminations for the LATAM segment increased by$367 million, to$1,711 million in the year ended

December 31, 2024, from$1,344 million in the year ended December 31, 2023. This increase was primarily due to the positive impact

of $363 million from the acquisition of WestRock.

Adjusted EBITDA for the LATAM segment increased by$104 million, to$378 million in the year ended December 31, 2024, from

$274 million in the year ended December 31, 2023. This increase was primarily due to the positive impact of $106 million from the

acquisition of WestRock.

The year ended December 31, 2023, compared to the year ended December 31, 2022

North America Segment

Net sales before intersegment eliminations for the North America segment decreased by$96 million, to$1,624 million in the year

ended December 31, 2023, from$1,720 million in the year ended December 31, 2022. This decrease was primarily due to the impact

of lower volumes of$110 million, as well as the impact of alower selling price/mix of$21 million, partially offset by a net positive

foreign currency impact of $35 million.

Adjusted EBITDA for the North America segment was$281 million in the years ended December 31, 2023 and 2022, primarily due to

the impact of lower volumes, offset by lower input prices.

Europe, MEA and APAC Segment

Net sales before intersegment eliminations for the Europe, MEA and APAC segment decreased by $1,258 million, to $9,193 millionin

the year ended December 31, 2023, from$10,451 million in the year ended December 31, 2022. This decrease was primarily due to a

lower selling price/mix of $779 million, as well as a decrease in volumes (excluding the impact of acquisitions and disposals), which

reduced net sales by$632 million. In addition, there was a net negative impact of $168 million from acquisitions and disposals. These

decreases were partially offset by a net positive foreign currency impact of $321 million, primarily due to the weakening of the U.S.

dollar against the euro.

Adjusted EBITDA for the Europe, MEA and APAC segment decreased by$236 million, to$1,684 million in the year ended

December 31, 2023, from$1,920 million in the year ended December 31, 2022. The decrease was primarily due to a lower selling

price/mix which had an impact of $779 million along with a lower volume impact of $293 million, partly offset by lower input prices

of $694 million and a net positive foreign currency impact of $127 million.

LATAM Segment

Net sales before intersegment eliminations for the LATAM segment decreased by$53 million, to$1,344 million in the year ended

December 31, 2023, from$1,397 million in the year ended December 31, 2022. This decrease was primarily due to the impact of

lower volumes of $89 million, as well as the impact of lower selling price/mix of $24 million, partially offset by a positive impact of

$25 million from acquisitions and a net positive foreign currency impact of $35 million.

Adjusted EBITDA for the LATAM segment decreased by$6 million, to$274 million in the year ended December 31, 2023, from

$280 million in the year ended December 31, 2022. Thedecrease was primarily due toa lower selling price/mix and lower volumes,

partly offset by a lower input prices.

LIQUIDITY AND CAPITAL RESOURCES

Sources and Uses of Cash

Smurfit Westrock’s primary sources of liquidity are the cash flows generated from its operations, its commercial paper program, and

committed credit lines. The uncommitted commercial paper program is supported by the$4,500 million revolving loan facility with a

separate swingline sub-facility which allows for same-day drawing in U.S. dollar. The amount of commercial paper outstanding does

not reduce available capacity under the revolving loan facility. The primary uses of this liquidity are to fund Smurfit Westrock’s day-

to-day operations, capital expenditures, debt service, dividends and other investment activity, including acquisitions.

As of December 31, 2024, Smurfit Westrock held cash and cash equivalents of $855 million, of which $426 million were held in euro,

$169 million were held in U.S. dollars and $260 million were held in other currencies. At December 31, 2024, the Company had

$5,079 million in undrawn committed facilities available under the New RCF and receivables securitization facilities. The weighted

average period until maturity of undrawn committed facilities was 4.4 years as of December 31, 2024. Combined with cash and cash

equivalents of$855 million, the Company had $5,934 million of available liquidity.

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

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

providing for (i) the $600 million 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. On July 5, 2024, the Company 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. As of December 31, 2024, there were no amounts outstanding

under the New RCF.

As of December 31, 2024, Smurfit Westrock had $13,658 million of debt, excluding debt issuance costs, of which $1,053 million was

current. The carrying amount of the Company’s debt includes a fair value adjustment related to debt assumed through mergers and

acquisitions. At December 31, 2024 the unamortized fair value market adjustment was$48 million. Included within the carrying value

of Smurfit Westrock’s borrowings as of December 31, 2024 are deferred debt issuance costs of $63 million, of which $8 million is

current, all of which will be recognized in interest expense in Smurfit Westrock’s Consolidated Statements of Operations using the

effective interest rate method over the remaining life of the borrowings. See “Note 14. Debt” for a discussion of the Company’s

additional debt-related information, including bond issuance and repayments throughout the year.

The Company believes that the cash flows generated from its operations, cash on hand, its commercial paper program, available

borrowings under its committed credit lines and available capital through access to capital markets will be adequate to meet the

Company's liquidity and capital requirements, including payments of any declared dividends, for the next 12 months and for the

foreseeable future.

Smurfit Westrock uses a variety of working capital management strategies including supply chain financing (“SCF”) programs,

vendor financing and commercial card programs, monetization facilities where we sell short-term receivables to a group of third-party

financial institutions and receivables securitization facilities. The programs are described below.

The Company engages in certain customer-based SCF programs to accelerate the receipt of payment for outstanding accounts

receivables from certain customers. Certain costs of these programs are borne by the customer or the Company. Receivables

transferred under these customer-based SCF programs generally meet the requirements to be accounted for as sales in accordance with

guidance under “Transfers and Servicing” (“ASC 860”), resulting in derecognition of such receivables from the Company’s