Form 8-K/A - Current report: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 5, 2024

Smurfit Westrock plc

(Exact name of registrant as specified in its charter)

Ireland
(State or other jurisdiction of
incorporation)

001-42161

(Commission
File Number)

98-1776979
(I.R.S. Employer
Identification No.)

Beech Hill, Clonskeagh

Dublin 4, D04 N2R2

Ireland

(Address of principal executive offices, including Zip Code)

+353 1 202 7000

(Registrant’s telephone phone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary shares, par value $0.001 per share	SW	New York Stock Exchange (NYSE)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Explanatory Note

On July 5, 2024, Smurfit Kappa Group plc (“Smurfit Kappa”), Smurfit Westrock plc, an Irish public limited company formerly known as Smurfit WestRock Limited (“Smurfit Westrock”), WestRock Company (“WestRock”) and Sun Merger Sub, LLC (“Merger Sub”) completed a combination pursuant to a transaction agreement entered into between the parties on September 12, 2023 (the “Transaction Agreement”). Pursuant to the Transaction Agreement and subject to the terms and conditions therein: (a) Smurfit Westrock acquired Smurfit Kappa by means of a scheme of arrangement under the Companies Act 2014 of Ireland (as amended) (the “Scheme”) and (b) Merger Sub merged with and into WestRock (the “Merger,” and together with the Scheme, the “Combination”). Upon completion of the Combination, Smurfit Kappa and WestRock each became wholly owned subsidiaries of Smurfit Westrock.

This Amendment No. 1 on Form 8-K/A (“Amendment No. 1”) amends the Current Report on Form 8-K of Smurfit Westrock filed with the Securities and Exchange Commission (“SEC”) on July 8, 2024 (the “Original Report”), in which Smurfit Westrock reported, among other events, the completion of the Combination, to provide the financial statement information referred to in parts (a) and (b) of Item 9.01 below relating to the Combination. Except as otherwise noted, all other information in the Original Report remains unchanged, and this Amendment No. 1 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at Smurfit Westrock and its subsidiaries, including WestRock, subsequent to the filing date of the Original Report.

Item 9.01.

Financial Statements and Exhibits.

(a)

Financial Statements of Business Acquired.

The information required by this item with respect to Smurfit Westrock, WestRock and Smurfit Kappa is set forth under Item 9.01 of this Amendment No. 1, is summarized below and is incorporated herein by reference:

Smurfit Westrock’s unaudited consolidated interim financial statements and the notes thereto as of and for the three and six months ended June 30, 2024, which are attached hereto as Exhibit 99.1 and incorporated herein by reference;

Smurfit Westrock’s audited consolidated financial statements and the notes thereto as of December 31, 2023 and 2022, and for each of the years in the three year period ended December 31, 2023, which are attached hereto as Exhibit 99.2 and incorporated herein by reference;

Smurfit Kappa’s unaudited condensed consolidated financial statements and the notes thereto as of and for the three and six months ended June 30, 2024, which are attached hereto as Exhibit 99.3 and incorporated herein by reference;

Smurfit Kappa’s audited consolidated financial statements and the notes thereto as of December 31, 2023 and 2022, and for each of the years in the three year period ended December 31, 2023, which are attached hereto as Exhibit 99.4 and incorporated herein by reference;

WestRock’s unaudited consolidated financial statements and the notes thereto, as of and for the three months ended December 31, 2023, which are attached hereto as Exhibit 99.5 and incorporated herein by reference;

WestRock’s unaudited consolidated financial statements and the notes thereto, as of and for the three and nine months ended June 30, 2024, which are attached hereto as Exhibit 99.6 and incorporated herein by reference; and

WestRock’s audited consolidated financial statements and the notes thereto as of September 30, 2023 and 2022, and for each of the years in the three year period ended September 30, 2023, which are attached hereto as Exhibit 99.7 and incorporated herein by reference.

In addition, this Amendment No. 1 also includes WestRock’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three and nine months ended June 30, 2024 and 2023 as Exhibit 99.8 attached hereto.

(b) Pro Forma Financial Information.

The following unaudited pro forma consolidated financial information related to the Combination is attached as Exhibit 99.9 to this Amendment No. 1 and is incorporated herein by reference:

(i)

Unaudited Condensed Pro Forma Combined Balance Sheet as of June 30, 2024.

(ii)

Unaudited Condensed Pro Forma Combined Statement of Operations for the Six Months Ended June 30, 2024.

(iii)

Unaudited Condensed Pro Forma Combined Statement of Operations for the Year Ended December 31, 2023.

(d) Exhibits.

Exhibit Number		Description of Exhibit

23.1*		Consent of KPMG relating to Smurfit Westrock’s financial statements.

23.2*		Consent of KPMG relating to Smurfit Kappa’s financial statements.

23.3*		Consent of Ernst & Young LLP, independent registered public accounting firm (with respect to WestRock)

99.1		Smurfit Westrock’s unaudited consolidated interim financial statements and the notes thereto as of and for the three and six months ended June 30, 2024 (incorporated by reference to Part I, Item 1 of the Smurfit Westrock (File No. 001-42161) Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, filed on August 9, 2024).

99.2		Smurfit Westrock’s audited consolidated financial statements and the notes thereto as of December 31, 2023 and 2022, and for each of the years in the three year period ended December 31, 2023 (incorporated by reference to pages F-1 to F-7 of the 424 prospectus supplement, filed on April 26, 2024, to the Registration Statement of Smurfit Westrock on Form S-4 (File No. 333-278185)).

99.3		Smurfit Kappa’s unaudited condensed consolidated financial statements and the notes thereto as of and for the three and six months ended June 30, 2024 (incorporated by reference from pages 1 to 21 of Exhibit 99.1 of the Smurfit Westrock (File No. 001-42161) Current Report on Form 8-K, filed on August 9, 2024).

99.4		Smurfit Kappa’s audited consolidated financial statements and the notes thereto as of December 31, 2023 and 2022, and for each of the years in the three year period ended December 31, 2023 (incorporated by reference to pages F-9 to F-62 of the 424 prospectus supplement, filed on April 26, 2024, to the Registration Statement of Smurfit Westrock on Form S-4 (File No. 333-278185)).

99.5		WestRock’s unaudited consolidated financial statements and the notes thereto, as of and for the three months ended December 31, 2023 (incorporated by reference to Part I, Item 1 of the WestRock (File No. 001-38736) Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2023, filed on February 2, 2024).

99.6*		WestRock’s unaudited consolidated financial statements and the notes thereto, as of and for the three and nine months ended June 30, 2024.

99.7		WestRock’s audited consolidated financial statements and the notes thereto as of September 30, 2023 and 2022, and for each of the years in the three year period ended September 30, 2023 (incorporated by reference to Part II, Item 8 of the WestRock (File No. 001-38736) Annual Report on Form 10-K for the year ended September 30, 2023, filed on November 17, 2023).

99.8*		WestRock’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three and nine months ended June 30, 2024 and 2023.

99.9*		Unaudited Condensed Pro Forma Combined Financial Information.

104*		Cover page interactive data file (formatted as inline xbrl).

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Smurfit Westrock plc

		/s/ Ken Bowles
	Name:	Ken Bowles
	Title:	Executive Vice President and Chief Financial Officer

Date: September 13, 2024

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Form 8-K/A dated September 13, 2024 of Smurfit Westrock plc of our report dated February 14, 2024, with respect to the consolidated financial statements of Smurfit Westrock Limited, which report appears in the registration statement (No. 333-278185) of Smurfit Westrock Limited dated April 26, 2024.

/s/ KPMG

Dublin, Ireland

September 13, 2024

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Form 8-K/A dated September 13, 2024 of Smurfit Westrock plc of our report dated March 22, 2024, with respect to the consolidated financial statements of Smurfit Kappa Group plc, which report appears in the registration statement (No. 333-278185) of Smurfit Westrock Limited dated April 26, 2024.

/s/ KPMG

Dublin, Ireland

September 13, 2024

Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Registration Statement No. 333-280837 on Form S-8 of Smurfit Westrock plc of our reports dated November 17, 2023, relating to the consolidated financial statements of WestRock Company as of September 30, 2023 and 2022 and for each of the three years in the period ended September 30, 2023 and the effectiveness of internal control over financial reporting of WestRock Company, and incorporated by reference in this Current Report on Form 8-K/A of Smurfit Westrock plc.

/s/ Ernst & Young LLP

Atlanta, Georgia

September 13, 2024

Exhibit 99.6

WESTROCK COMPANY

Index to Consolidated Financial Statements

	Page
Consolidated Statements of Operations for the three and nine months ended June 30, 2024 and 2023	2

Consolidated Statements of Comprehensive (Loss) Income for the three and nine months ended June 30, 2024 and 2023	3

Consolidated Balance Sheets at June 30, 2024 and September 30, 2023	4

Consolidated Statements of Equity for the three and nine months ended June 30, 2024 and 2023	5

Consolidated Statements of Cash Flows for the nine months ended June 30, 2024 and 2023	6

Notes to Consolidated Financial Statements	7

WESTROCK COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Nine Months Ended
	June 30,						June 30,
(In millions, except per share data)	2024			2023			2024			2023
Net sales	$	4,807.9		$	5,121.1		$	14,154.6		$	15,321.8
Cost of goods sold		3,974.4			4,100.6			11,782.2			12,615.3
Gross profit		833.5			1,020.5			2,372.4			2,706.5
Selling, general and administrative expense excluding intangible amortization		524.5			541.5			1,551.1			1,519.5
Selling, general and administrative intangible amortization expense		78.8			84.8			239.8			257.6
Multiemployer pension withdrawal income		—			(12.2	)		—			(12.2	)
Restructuring and other costs, net		(17.6	)		47.7			129.1			515.6
Impairment of goodwill		—			—			—			1,893.0
Operating profit (loss)		247.8			358.7			452.4			(1,467.0	)
Interest expense, net		(107.7	)		(108.1	)		(309.9	)		(313.8	)
Pension and other postretirement non-service cost		(3.2	)		(5.3	)		(3.6	)		(16.3	)
Other (expense) income, net		(16.9	)		1.4			(35.1	)		8.8
Equity in income (loss) of unconsolidated entities		3.8			23.7			10.9			(7.8	)
Loss on sale of RTS and Chattanooga		—			—			(1.5	)		—
Income (loss) before income taxes		123.8			270.4			113.2			(1,796.1	)
Income tax (expense) benefit		(42.7	)		(67.3	)		(38.4	)		41.2
Consolidated net income (loss)		81.1			203.1			74.8			(1,754.9	)
Less: Net loss (income) attributable to noncontrolling interests		1.0			(1.1	)		0.4			(3.9	)
Net income (loss) attributable to common stockholders	$	82.1		$	202.0		$	75.2		$	(1,758.8	)

Basic earnings (loss) per share attributable to common stockholders	$	0.32		$	0.79		$	0.29		$	(6.88	)
Diluted earnings (loss) per share attributable to common stockholders	$	0.32		$	0.79		$	0.29		$	(6.88	)

Basic weighted average shares outstanding		258.6			256.3			257.9			255.5
Diluted weighted average shares outstanding		259.8			257.0			259.3			255.5

See Accompanying Notes to Consolidated Financial Statements

WESTROCK COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(Unaudited)

	Three Months Ended						Nine Months Ended
	June 30,						June 30,
(In millions)	2024			2023			2024			2023
Consolidated net income (loss)	$	81.1		$	203.1		$	74.8		$	(1,754.9	)
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments:
Foreign currency translation (loss) gain		(306.1	)		172.4			(169.5	)		472.7
Reclassification of previously unrealized net foreign currency loss upon consolidation of equity investment		—			—			—			29.0
Derivatives:
Deferred gain (loss) on cash flow hedges		1.6			(0.6	)		(16.8	)		(45.9	)
Reclassification adjustment of net loss on cash flow hedges included in earnings		6.1			15.3			19.1			45.3
Defined benefit pension and other postretirement benefit plans:
Amortization and settlement recognition of net actuarial loss, included in pension and postretirement cost		7.2			10.0			17.2			29.8
Amortization and curtailment recognition of prior service cost, included in pension and postretirement cost		1.7			1.4			4.4			4.2
Other comprehensive (loss) income, net of tax		(289.5	)		198.5			(145.6	)		535.1
Comprehensive (loss) income		(208.4	)		401.6			(70.8	)		(1,219.8	)
Less: Comprehensive loss (income) attributable to noncontrolling interests		1.0			(1.4	)		0.4			(5.0	)
Comprehensive (loss) income attributable to common stockholders	$	(207.4	)	$	400.2		$	(70.4	)	$	(1,224.8	)

See Accompanying Notes to Consolidated Financial Statements

WESTROCK COMPANY

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In millions, except per share data)	June 30, 2024			September 30, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	461.4		$	393.4
Accounts receivable (net of allowances of $57.0 and $60.2)		2,554.2			2,591.9
Inventories		2,277.3			2,331.5
Other current assets (amount related to SPEs of $0 and $862.1)		766.0			1,584.8
Assets held for sale		23.1			91.5
Total current assets		6,082.0			6,993.1
Property, plant and equipment, net		11,058.0			11,063.2
Goodwill		4,231.7			4,248.7
Intangibles, net		2,344.0			2,576.2
Prepaid pension asset		645.6			618.3
Other noncurrent assets (amount related to SPEs of $385.2 and $382.7)		2,044.3			1,944.2
Total Assets	$	26,405.6		$	27,443.7

LIABILITIES AND EQUITY
Current liabilities:
Current portion of debt	$	1,189.6		$	533.0
Accounts payable		2,228.0			2,123.9
Accrued compensation and benefits		477.9			524.9
Other current liabilities (amount related to SPEs of $0 and $776.7)		872.9			1,737.6
Total current liabilities		4,768.4			4,919.4
Long-term debt due after one year		7,624.1			8,050.9
Pension liabilities, net of current portion		187.8			191.2
Postretirement benefit liabilities, net of current portion		98.5			99.1
Deferred income taxes		2,114.5			2,433.2
Other noncurrent liabilities (amount related to SPEs of $331.6 and $330.2)		1,796.0			1,652.2
Commitments and contingencies (Note 16)
Equity:
Preferred stock, $0.01 par value; 30.0 million shares authorized; no shares outstanding		—			—
Common Stock, $0.01 par value; 600.0 million shares authorized; 258.2 million and 256.4 million shares outstanding at June 30, 2024 and September 30, 2023, respectively		2.6			2.6
Capital in excess of par value		10,725.2			10,698.5
Retained earnings		116.1			278.2
Accumulated other comprehensive loss		(1,044.2	)		(898.6	)
Total stockholders’ equity		9,799.7			10,080.7
Noncontrolling interests		16.6			17.0
Total equity		9,816.3			10,097.7
Total Liabilities and Equity	$	26,405.6		$	27,443.7

See Accompanying Notes to Consolidated Financial Statements

WESTROCK COMPANY

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

	Three Months Ended						Nine Months Ended
	June 30,						June 30,
(In millions, except per share data)	2024			2023			2024			2023
Number of Shares of Common Stock Outstanding:
Balance at beginning of period		258.1			256.1			256.4			254.4
Issuance of common stock, net of stock received for tax withholdings		0.1			0.2			1.8			1.9
Balance at end of period		258.2			256.3			258.2			256.3
Common Stock:
Balance at beginning of period	$	2.6		$	2.6		$	2.6		$	2.5
Issuance of common stock, net of stock received for tax withholdings		—			—			—			0.1
Balance at end of period		2.6			2.6			2.6			2.6
Capital in Excess of Par Value:
Balance at beginning of period		10,704.9			10,649.3			10,698.5			10,639.4
Compensation expense under share-based plans		18.6			32.5			31.7			55.6
Issuance of common stock, net of stock received for tax withholdings		1.7			3.5			(5.0	)		(9.7	)
Balance at end of period		10,725.2			10,685.3			10,725.2			10,685.3
Retained Earnings:
Balance at beginning of period		113.4			110.0			278.2			2,214.4
Net income (loss) attributable to common stockholders		82.1			202.0			75.2			(1,758.8	)
Dividends declared (per share - $0.3025, $0.275, $0.9075 and $0.825) ⁽¹⁾		(79.3	)		(71.8	)		(237.0	)		(215.4	)
Issuance of common stock, net of stock received for tax withholdings		(0.1	)		—			(0.3	)		—
Balance at end of period		116.1			240.2			116.1			240.2
Accumulated Other Comprehensive Loss:
Balance at beginning of period		(754.7	)		(1,118.5	)		(898.6	)		(1,454.3	)
Other comprehensive (loss) income, net of tax		(289.5	)		198.2			(145.6	)		534.0
Balance at end of period		(1,044.2	)		(920.3	)		(1,044.2	)		(920.3	)
Total Stockholders’ equity		9,799.7			10,007.8			9,799.7			10,007.8
Noncontrolling Interests: ⁽²⁾
Balance at beginning of period		17.6			17.7			17.0			17.7
Net loss		(1.0	)		(0.7	)		(0.4	)		(0.7	)
Balance at end of period		16.6			17.0			16.6			17.0
Total equity	$	9,816.3		$	10,024.8		$	9,816.3		$	10,024.8

⁽¹⁾	Includes cash dividends and dividend equivalent units on certain equity awards.
⁽²⁾	Excludes amounts related to contingently redeemable noncontrolling interests, which are separately classified outside of permanent equity on the consolidated balance sheets.

See Accompanying Notes to Consolidated Financial Statements

WESTROCK COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended
	June 30,
(In millions)	2024			2023
Operating activities:
Consolidated net income (loss)	$	74.8		$	(1,754.9	)
Adjustments to reconcile consolidated net income (loss) to net cash provided by operating activities:
Depreciation, depletion and amortization		1,164.8			1,151.5
Deferred income tax benefit		(162.4	)		(349.3	)
Share-based compensation expense		31.6			55.6
Pension and other postretirement cost, net of contributions		3.1			13.4
Cash surrender value increase in excess of premiums paid		(40.9	)		(37.8	)
Equity in (income) loss of unconsolidated entities		(10.9	)		7.8
Loss on sale of RTS and Chattanooga		1.5			—
Gain on sale of businesses		(8.1	)		(11.2	)
Impairment of goodwill		—			1,893.0
Other impairment adjustments		1.8			407.3
Gain on disposal of assets, net		(52.9	)		(8.6	)
Other, net		10.0			(29.1	)
Change in operating assets and liabilities, net of acquisitions and divestitures:
Accounts receivable		4.5			276.1
Inventories		(87.2	)		(29.4	)
Other assets		(139.5	)		(119.6	)
Accounts payable		56.8			(239.7	)
Income taxes		(86.5	)		112.3
Accrued liabilities and other		(33.6	)		(93.8	)
Net cash provided by operating activities		726.9			1,243.6
Investing activities:
Capital expenditures		(823.2	)		(818.3	)
Cash paid for purchase of businesses, net of cash received		—			(853.5	)
Proceeds from settlement of Timber Note related to SPEs		860.0			—
Proceeds from corporate owned life insurance		16.6			36.0
Proceeds from sale of businesses		16.6			26.3
Proceeds from currency forward contracts		—			23.2
Proceeds from the sale of unconsolidated entities		1.0			43.8
Proceeds from sale of property, plant and equipment		151.2			21.7
Other, net		(0.3	)		(1.2	)
Net cash provided by (used for) investing activities		221.9			(1,522.0	)
Financing activities:
Additions to revolving credit facilities		86.9			52.9
Repayments of revolving credit facilities		(86.1	)		(311.5	)
Additions to debt		106.7			1,760.2
Repayments of debt		(90.0	)		(1,125.6	)
Changes in commercial paper, net		134.3			149.6
Other debt additions, net		3.7			35.5
Repayment of Timber Loan related to SPEs		(774.0	)		—
Cash dividends paid to stockholders		(233.7	)		(210.8	)
Other, net		(11.9	)		(14.1	)
Net cash (used for) provided by financing activities		(864.1	)		336.2
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(16.7	)		8.3
Changes in cash, cash equivalents and restricted cash in assets held-for-sale		—			(11.5	)
Increase in cash, cash equivalents and restricted cash		68.0			54.6
Cash, cash equivalents and restricted cash at beginning of period		393.4			260.2
Cash, cash equivalents and restricted cash at end of period	$	461.4		$	314.8

See Accompanying Notes to Consolidated Financial Statements

WESTROCK COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Unless the context otherwise requires, “we”, “us”, “our”, “WestRock” and “the Company” refer to WestRock Company, its wholly-owned subsidiaries and its partially-owned consolidated subsidiaries.

Note 1. Basis of Presentation and Significant Accounting Policies

Basis of Presentation

Our independent registered public accounting firm has not audited the accompanying interim financial statements. We derived the consolidated balance sheet at September 30, 2023 from the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 (the “Fiscal 2023 Form 10-K”). In the opinion of management, all normal recurring adjustments necessary for the fair presentation 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 interim financial statements presented in this report. Therefore, these interim financial statements should be read in conjunction with the Fiscal 2023 Form 10-K. The results for the three and nine months ended June 30, 2024 are not necessarily indicative of results that may be expected for the full year.

On June 16, 2023, we sold our ownership interest in an unconsolidated displays joint venture for $43.8 million in cash and recorded a pre-tax gain on sale of $19.2 million recorded in Equity in income (loss) of unconsolidated entities line item in our consolidated statements of operations.

On December 1, 2022, we completed the acquisition of the remaining 67.7% interest in Gondi, S.A. de C.V. (“Grupo Gondi”) for $969.8 million in cash and the assumption of debt (“Mexico Acquisition”). We accounted for this acquisition as a business combination, resulting in its consolidation. See “Note 3. Acquisitions” for additional information.

On December 1, 2022, we sold our Eaton, IN, and Aurora, IL uncoated recycled paperboard mills for $50 million, subject to a working capital adjustment. We received proceeds of $25 million, a preliminary working capital settlement of $0.9 million and are financing the remaining $25 million. Pursuant to the terms of the sale agreement, we transferred the control of these mills to the buyer and recorded a pre-tax gain on sale of $11.1 million recorded in Other (expense) income, net in our consolidated statements of operations. During the third quarter of fiscal 2023, we recorded a de minimis final working capital settlement.

Transaction Agreement with Smurfit Kappa

As previously disclosed, we entered into a transaction agreement (the “Transaction Agreement”), dated as of September 12, 2023, with Smurfit Kappa Group plc (“Smurfit Kappa”), Smurfit Westrock plc (formerly known as Smurfit Westrock Limited and prior to that known as Cepheidway Limited) (“Smurfit Westrock”) and Sun Merger Sub, LLC, a wholly owned subsidiary of Smurfit Westrock (“Merger Sub”). Pursuant to the terms of the Transaction Agreement, on July 5, 2024, (i) Smurfit Westrock acquired Smurfit Kappa by means of a scheme of arrangement (the “Scheme”), and each issued ordinary share of Smurfit Kappa was exchanged for one ordinary share of Smurfit Westrock, as a result of which Smurfit Kappa became a wholly owned subsidiary of Smurfit Westrock, and (ii) following the implementation of the Scheme, Merger Sub merged with and into WestRock (the “Merger,” and together with the Scheme, the “Transaction”), with WestRock surviving the Merger and becoming a wholly owned subsidiary of Smurfit Westrock. The effective time of the Merger is referred to as the “Merger Effective Time.” Capitalized terms used herein but not otherwise defined herein have the meaning set forth in the Transaction Agreement.

Pursuant to the Transaction Agreement, at the Merger Effective Time, each share of common stock, par value $0.01 per share, of WestRock (the “WestRock Common Stock”), issued and outstanding immediately prior to the Merger Effective Time (other than shares held by a holder of record who did not vote in favor of the approval and adoption of the Transaction Agreement (or consent thereto in writing) and properly demanded appraisal of such shares), was cancelled and automatically converted into the right to receive, without interest, $5.00 in cash and one validly issued, fully paid and non-assessable ordinary share of Smurfit Westrock, and all shares of the WestRock Common Stock owned by WestRock, any subsidiary of WestRock, Smurfit Kappa, Merger Sub or any of their respective subsidiaries was cancelled and ceased to exist, and no consideration was delivered in exchange therefor.

Reclassifications and Adjustments

Certain amounts in prior periods have been reclassified to conform with the current year presentation.

Significant Accounting Policies

See “Note 1. Description of Business and Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements section in the Fiscal 2023 Form 10-K for a summary of our significant accounting policies.

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 WestRock, and if voluntarily elected by the supplier, to sell payment obligations from 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. WestRock or the financial institutions may terminate the agreements upon 30 or 90 days’ notice.

The outstanding payment obligations to financial institutions under these programs were $445.8 million and $425.8 million as of June 30, 2024 and September 30, 2023, respectively. These obligations are classified as accounts payable within the consolidated balance sheets.

Recent Accounting Developments

New Accounting Standards — Recently Adopted

In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-04, “Liabilities-Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations”. This ASU requires that all entities that use supplier finance programs in connection with the purchase of goods and services disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. This ASU is effective for fiscal years beginning after December 15, 2022 (fiscal 2024 for us), except for the amendment on roll forward information, which is effective for fiscal years beginning after December 15, 2023 (fiscal 2025 for us), each with early adoption permitted. We adopted the provisions of this ASU beginning October 1, 2023, other than the rollforward disclosure requirement which we will adopt in fiscal 2025. The adoption did not have a material impact on our consolidated financial statements.

In March 2022, the FASB issued ASU 2022-01, “Derivatives and Hedging (Topic 815): Fair Value Hedging – Portfolio Layer Method”. This ASU expands and clarifies the portfolio layer method for fair value hedges of interest rate risk. This ASU is effective for fiscal years beginning after December 15, 2022 (fiscal 2024 for us), including interim periods therein, with early adoption permitted. We adopted the provisions of this ASU beginning October 1, 2023. The adoption of this ASU did not have a material impact on our consolidated financial statements.

New Accounting Standards — Recently Issued

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. This ASU expands disclosures in an entity's income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. This update is effective for fiscal years beginning after December 15, 2024 (fiscal 2026 for us). All entities should apply the guidance prospectively but have the option to apply it retrospectively. Early adoption is permitted. We are evaluating the impact of this ASU.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. This ASU expands disclosures about a public entity’s reportable segments and requires more enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources. The updates will be applied retrospectively to all periods presented in financial statements. This ASU is effective for annual periods beginning after December 15, 2023 (fiscal 2025 for us), and for interim periods beginning after December 15, 2024 (fiscal 2026 for us). Early adoption is permitted. We are evaluating the impact of this ASU.

Note 2. Revenue Recognition

Disaggregated Revenue

Accounting Standards Codification (“ASC”) 606 “Revenue from Contracts with Customers” 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 tables below disaggregate our revenue by geographical market and product type (segment). Net sales are attributed to geographical markets based on our selling location. See “Note 7. Segment Information” for additional information.

The following tables summarize our disaggregated revenue by primary geographical markets (in millions):

	Three Months Ended June 30, 2024
	Corrugated Packaging		Consumer Packaging		Global Paper		Distribution		Intersegment Sales			Total
U.S.	$	1,861.2	$	634.8	$	863.3	$	234.2	$	(70.1	)	$	3,523.4
Latin America		510.3		4.5		21.8		41.4		(4.3	)		573.7
Canada		129.3		134.5		55.4		0.9		(0.9	)		319.2
EMEA ⁽¹⁾		1.8		295.0		12.0		—		(1.0	)		307.8
Asia Pacific		—		70.4		13.5		—		(0.1	)		83.8
Total	$	2,502.6	$	1,139.2	$	966.0	$	276.5	$	(76.4	)	$	4,807.9

⁽¹⁾

Europe, Middle East and Africa ("EMEA")

	Nine Months Ended June 30, 2024
	Corrugated Packaging		Consumer Packaging		Global Paper		Distribution		Intersegment Sales			Total
U.S.	$	5,430.8	$	1,858.3	$	2,585.1	$	711.3	$	(196.9	)	$	10,388.6
Latin America		1,491.8		11.1		72.0		123.8		(12.4	)		1,686.3
Canada		391.8		377.6		170.4		3.1		(2.5	)		940.4
EMEA		6.4		852.7		36.0		—		(5.0	)		890.1
Asia Pacific		—		212.3		37.0		—		(0.1	)		249.2
Total	$	7,320.8	$	3,312.0	$	2,900.5	$	838.2	$	(216.9	)	$	14,154.6

	Three Months Ended June 30, 2023
	Corrugated Packaging		Consumer Packaging		Global Paper		Distribution		Intersegment Sales			Total
U.S.	$	1,923.1	$	721.4	$	952.0	$	269.4	$	(71.9	)	$	3,794.0
Latin America		502.6		11.3		36.3		45.5		(4.9	)		590.8
Canada		138.6		131.4		52.8		2.9		(1.3	)		324.4
EMEA		1.4		314.1		12.3		—		(0.6	)		327.2
Asia Pacific		—		72.4		12.3		—		—			84.7
Total	$	2,565.7	$	1,250.6	$	1,065.7	$	317.8	$	(78.7	)	$	5,121.1

	Nine Months Ended June 30, 2023
	Corrugated Packaging		Consumer Packaging		Global Paper		Distribution		Intersegment Sales			Total
U.S.	$	5,898.2	$	2,166.1	$	3,031.0	$	806.4	$	(228.0	)	$	11,673.7
Latin America		1,213.1		75.5		105.0		131.1		(10.0	)		1,514.7
Canada		413.7		389.6		152.7		9.1		(4.6	)		960.5
EMEA		5.5		878.5		34.8		—		(0.9	)		917.9
Asia Pacific		—		221.0		34.0		—		—			255.0
Total	$	7,530.5	$	3,730.7	$	3,357.5	$	946.6	$	(243.5	)	$	15,321.8

Revenue Contract Balances

Our contract assets relate to the manufacturing 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. Contract liabilities are reduced once control of the goods is transferred to the customer.

The opening and closing balances of our contract assets and contract liabilities are as follows. Contract assets and contract liabilities are reported within Other current assets and Other current liabilities, respectively, on the consolidated balance sheets (in millions).

	Contract Assets (Short-Term)			Contract Liabilities (Short-Term)
Beginning balance - October 1, 2023	$	241.7		$	13.5
Decrease		(21.5	)		(4.0	)
Ending balance - June 30, 2024	$	220.2		$	9.5

Note 3. Acquisitions

When we obtain control of a business by acquiring its net assets, or some or all of its equity interest, we account for those acquisitions in accordance with ASC 805, “Business Combinations” (“ASC 805”). The estimated fair values of all assets acquired and liabilities assumed in acquisitions are provisional and may be revised as a result of additional information obtained during the measurement period of up to one year from the acquisition date.

Mexico Acquisition

On December 1, 2022, we completed the Mexico Acquisition. The acquiree is a leading integrated producer of fiber-based sustainable packaging solutions that operates four paper mills, nine corrugated packaging plants and six high graphic plants throughout Mexico, producing sustainable packaging for a wide range of end markets in the region. This acquisition provides us with further geographic and end market diversification as well as positions us to continue to grow in the attractive Latin American market.

See below for a summary of the purchase consideration transferred as defined under ASC 805 (in millions):

	Purchase Consideration
Cash consideration transferred for 67.7% interest	$	969.8
Fair value of the previously held interest		403.7
Settlement of preexisting relationships (net receivable from joint venture)		40.2
Purchase consideration transferred	$	1,413.7

In connection with the transaction, in the first quarter of fiscal 2023, we recognized a $46.8 million non-cash, pre-tax loss (or $24.6 million after release of a related deferred tax liability) on our original 32.3% investment. The loss is reflected in the Equity in income (loss) of unconsolidated entities line item in our consolidated statements of operations and included the write-off of historical foreign currency translation adjustments previously recorded in Accumulated other comprehensive loss in our consolidated balance sheet, as well as the difference between the fair value of the consideration paid and the carrying value of our prior ownership interest. The fair value of our previously held interest in the joint venture was estimated to be $403.7 million at the acquisition date based on the cash consideration exchanged for acquiring the 67.7% of equity interest adjusted for the deemed payment of a control premium. This step-acquisition provided us with 100% control, and we met the other requirements under ASC 805 for the transaction to be accounted for using the acquisition method of accounting. We have included the financial results of the acquired operations in our Corrugated Packaging segment. Post acquisition, sales to the operations acquired in the Mexico Acquisition are eliminated from our Global Paper segment results.

The following table summarizes the fair values of the assets acquired and liabilities assumed in the Mexico Acquisition by major class of assets and liabilities as of the acquisition date, as well as adjustments made during the one year period from the acquisition date (referred to as “measurement period adjustments”) (in millions):

	Amounts Recognized as of the Acquisition Date		Measurement Period Adjustments ^(1) (2)			Amounts Recognized as of Acquisition Date (as Adjusted)
Cash and cash equivalents	$	116.3	$	—		$	116.3
Current assets, excluding cash and cash equivalents		697.0		(71.2	)		625.8
Property, plant and equipment		1,380.3		43.0			1,423.3
Goodwill		231.2		6.2			237.4
Other noncurrent assets		101.4		0.6			102.0
Total assets acquired		2,526.2		(21.4	)		2,504.8

Current portion of debt ⁽³⁾		13.2		—			13.2
Current liabilities, excluding debt		384.8		(50.4	)		334.4
Long-term debt due after one year ⁽³⁾		591.4		36.2			627.6
Pension liabilities, net of current portion		35.2		(3.1	)		32.1
Deferred income taxes		69.8		(4.1	)		65.7
Other noncurrent liabilities		18.1		—			18.1
Total liabilities assumed		1,112.5		(21.4	)		1,091.1
Net assets acquired	$	1,413.7	$	—		$	1,413.7

⁽¹⁾	The measurement period adjustments did not have a significant impact on our consolidated statements of operations in any period.
⁽²⁾	The measurement period adjustments were primarily due to refinements to the carrying amounts of certain assets and liabilities. The net impact of the measurement period adjustments resulted in a net increase in goodwill.
⁽³⁾	Includes $494.8 million of debt that we assumed and repaid in connection with the closing of the Mexico Acquisition. The remaining balance relates to current and long-term portions of finance leases.

Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The fair value assigned to goodwill is primarily attributable to buyer-specific synergies expected to arise after the acquisition (e.g., enhanced reach of the combined organization and other synergies), the assembled work force, and the establishment of deferred tax liabilities for the difference between book and tax basis of the assets and liabilities acquired. The goodwill is not amortizable for income tax purposes.

Transaction costs to effect the Mexico Acquisition are expensed as incurred and recorded within Restructuring and other costs, net. See “Note 4. Restructuring and Other Costs, Net” for additional information.

Note 4. Restructuring and Other Costs, Net

Summary of Restructuring and Other Initiatives

We recorded a pre-tax restructuring and other costs, net gain of $17.6 million and pre-tax restructuring and other costs, net of $129.1 million for the three and nine months ended June 30, 2024, respectively, and recorded pre-tax restructuring and other costs, net of $47.7 million and $515.6 for the three and nine months ended June 30, 2023, respectively. Of these costs, $90.5 million and $366.1 million for the nine months ended June 30, 2024 and 2023, respectively, were non-cash. These amounts are not comparable since the timing and scope of the individual actions associated with each restructuring, acquisition, integration or divestiture can vary. We present our restructuring and other costs, net in more detail below.

The following table summarizes our Restructuring and other costs, net (in millions):

	Three Months Ended					Nine Months Ended
	June 30,					June 30,
	2024			2023		2024		2023
Restructuring	$	(34.4	)	$	39.9	$	76.2	$	487.6
Other		16.8			7.8		52.9		28.0
Restructuring and other costs, net	$	(17.6	)	$	47.7	$	129.1	$	515.6

Restructuring

Our restructuring charges are primarily associated with restructuring portions of our operations (i.e., partial or complete facility closures). A partial facility closure may consist of shutting down a machine and/or a workforce reduction. We have previously incurred reduction in workforce actions, facility closure activities, impairment costs and certain lease terminations from time to time.

In fiscal 2023, we announced our plan to permanently cease operating our Tacoma, WA and North Charleston, SC containerboard mills. These mills ceased production in September 2023 and June 2023, respectively. The Tacoma and North Charleston mills' annual production capacity was 510,000 tons and 550,000 tons, respectively, of which approximately three-fifths and two-thirds, respectively, was shipped to external customers of the Global Paper segment. The combination of high operating costs and the need for significant capital investment were the determining factors in the decision to cease operations at these mills.

By closing these mills, significant capital that would have been required to keep the mills competitive in the future is expected to be deployed to improve key assets. Charges recognized are reflected in the table below in the Global Paper segment. We expect to record future restructuring charges, primarily associated with carrying costs. We expect these costs to be partially offset in a future period by proceeds from the sale of these facilities.

On May 1, 2024, we sold our North Charleston, SC containerboard mill and received proceeds of $99.9 million after certain fees and escrows and recorded a gain on sale of $55.6 million to restructuring and other costs, net. The gain is reflected in the Global Paper section of the table that follows.

The numbers in the table below, particularly in the cumulative and total expected columns, also include various impairments and other charges associated with our fiscal 2022 decisions to permanently cease operations at our Panama City, FL mill and to permanently close the corrugated medium manufacturing operations at the St. Paul, MN mill. See “Note 5. Restructuring and Other Costs, Net” of the Notes to Consolidated Financial Statements section in the Fiscal 2023 Form 10-K for additional information.

While restructuring costs are not charged to our segments and, therefore, do not reduce each segment's Adjusted EBITDA (as hereinafter defined), we highlight the segment to which the charges relate. Since we do not allocate restructuring costs to our segments, charges incurred in the Global Paper segment will represent all charges associated with our vertically integrated mills and recycling operations. These operations manufacture for the benefit of each reportable segment that ultimately sells the associated paper and packaging products to our external customers.

The following table presents a summary of restructuring charges related to active restructuring initiatives that we incurred during the three and nine months ended June 30, 2024 and 2023, the cumulative recorded amount since we started the initiatives and our estimates of the total charges we expect to incur (in millions). These estimates are subject to a number of assumptions, and actual results may differ.

	Three Months Ended						Nine Months Ended
	June 30,						June 30,
	2024			2023			2024			2023		Cumulative		Total Expected
Corrugated Packaging
PP&E and related costs	$	(5.5	)	$	7.9		$	(4.9	)	$	6.7	$	7.5	$	7.5
Severance and other employee costs		(3.1	)		1.5			1.6			6.8		20.3		20.4
Other restructuring costs		2.3			1.4			7.4			1.6		15.1		35.5
Restructuring total	$	(6.3	)	$	10.8		$	4.1		$	15.1	$	42.9	$	63.4

Consumer Packaging
PP&E and related costs	$	(1.0	)	$	1.0		$	1.2		$	1.0	$	5.5	$	5.5
Severance and other employee costs		0.8			5.8			25.4			14.4		53.1		53.1
Other restructuring costs		3.4			2.9			7.9			2.4		14.6		21.4
Restructuring total	$	3.2		$	9.7		$	34.5		$	17.8	$	73.2	$	80.0

Global Paper
PP&E and related costs	$	(53.0	)	$	6.6		$	(52.0	)	$	345.2	$	903.7	$	903.8
Severance and other employee costs		0.7			(3.4	)		(4.2	)		15.7		37.8		37.9
Other restructuring costs		15.7			5.8			85.5			74.8		210.3		254.5
Restructuring total	$	(36.6	)	$	9.0		$	29.3		$	435.7	$	1,151.8	$	1,196.2

Distribution
Severance and other employee costs	$	0.5		$	0.9		$	0.1		$	1.9	$	1.9	$	1.9
Other restructuring costs		0.1			4.3			(2.7	)		4.4		8.3		10.1
Restructuring total	$	0.6		$	5.2		$	(2.6	)	$	6.3	$	10.2	$	12.0

Corporate
PP&E and related costs	$	—		$	—		$	—		$	0.6	$	2.6	$	2.6
Severance and other employee costs		2.1			(0.8	)		3.3			3.1		10.5		10.5
Other restructuring costs		2.6			6.0			7.6			9.0		25.6		28.1
Restructuring total	$	4.7		$	5.2		$	10.9		$	12.7	$	38.7	$	41.2

Total
PP&E and related costs	$	(59.5	)	$	15.5		$	(55.7	)	$	353.5	$	919.3	$	919.4
Severance and other employee costs		1.0			4.0			26.2			41.9		123.6		123.8
Other restructuring costs		24.1			20.4			105.7			92.2		273.9		349.6
Restructuring total	$	(34.4	)	$	39.9		$	76.2		$	487.6	$	1,316.8	$	1,392.8

We have defined “PP&E and related costs” as used in this Note 4 primarily as property, plant and equipment write-downs, subsequent adjustments to fair value for assets classified as held for sale, subsequent (gains) or losses on sales of property, plant and equipment, related parts and supplies on such assets, and deferred major maintenance costs, if any. We define "Other restructuring costs" as lease or other contract termination costs, facility carrying costs, equipment and inventory relocation costs, and other items, including impaired intangibles attributable to our restructuring actions.

Other Costs

Our other costs consist of acquisition, integration and divestiture costs. We incur costs when we acquire or divest businesses. Acquisition costs include costs associated with transactions, whether consummated or not, such as advisory, legal, accounting, valuation and other professional or consulting fees, as well as litigation costs associated with those activities. We incur integration costs pre- and post-acquisition that reflect work performed to facilitate merger and acquisition integration, such as work associated with information systems and other projects including spending to support future acquisitions, and primarily consist of professional services and labor. Divestiture costs consist primarily of similar professional fees. We consider acquisition, integration and divestiture costs to be corporate costs regardless of the segment or segments involved in the transaction.

The following table presents our acquisition, integration and divestiture costs (in millions):

	Three Months Ended				Nine Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Acquisition costs	$	15.9	$	1.7	$	49.5	$	13.9
Integration costs		0.7		1.0		2.7		7.1
Divestiture costs		0.2		5.1		0.7		7.0
Other total	$	16.8	$	7.8	$	52.9	$	28.0

Acquisition costs in fiscal 2024 and 2023 in the table above primarily include transaction costs related to the Transaction and the Mexico Acquisition, respectively.

Accruals

The following table summarizes the changes in the restructuring accrual, which is primarily composed of accrued severance and other employee costs, and a reconciliation of the restructuring accrual charges to the line item “Restructuring and other costs, net” on our consolidated statements of operations (in millions):

	Nine Months Ended
	June 30,
	2024			2023
Accrual at beginning of fiscal year	$	55.5		$	25.2
Additional accruals		39.7			50.0
Payments		(41.1	)		(26.2	)
Adjustment to accruals		(13.1	)		(8.3	)
Foreign currency rate changes and other		0.5			—
Accrual at June 30	$	41.5		$	40.7

Reconciliation of accruals and charges to restructuring and other costs, net (in millions):

	Nine Months Ended
	June 30,
	2024			2023
Additional accruals and adjustments to accruals (see table above)	$	26.6		$	41.7
PP&E and related costs		(55.7	)		353.5
Severance and other employee costs		5.8			0.3
Acquisition costs		43.3			13.9
Integration costs		2.7			7.1
Divestiture costs		0.7			7.0
Other restructuring costs		105.7			92.1
Total restructuring and other costs, net	$	129.1		$	515.6

Other restructuring costs for the nine months ended June 30, 2024 in the previous table primarily include $80.7 million of facility carrying costs, $7.1 million of lease or other contract termination costs and $4.8 million of equipment relocation costs. Other restructuring costs for the nine months ended June 30, 2023 in the previous table primarily include $53.3 million of lease or other contract termination costs, $16.3 million of impaired intangibles attributable to our restructuring actions and $14.1 million of facility carrying costs.

Note 5. Retirement Plans

We have defined benefit pension plans and other postretirement benefit plans for certain U.S. and non-U.S. employees. Certain plans were frozen for salaried and non-union hourly employees at various times in the past, and nearly all of our remaining U.S. salaried and U.S. non-union hourly employees accruing benefits ceased accruing benefits as of December 31, 2020. In addition, 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 have participated in other MEPPs in the past. We also have supplemental executive retirement plans and other non-qualified defined benefit pension plans that provide unfunded supplemental retirement benefits to certain of our current and former executives. See “Note 6. Retirement Plans” of the Notes to Consolidated Financial Statements section in the Fiscal 2023 Form 10-K for more information regarding our involvement with retirement plans.

MEPPs

In the normal course of business, we evaluate our potential exposure to MEPPs, including potential withdrawal liabilities. In fiscal 2018, we submitted formal notification to withdraw from the Pace Industry Union-Management Pension Fund (“PIUMPF”) and recorded a withdrawal liability and a liability for our proportionate share of PIUMPF’s accumulated funding deficiency. Subsequently, in fiscal 2019 and 2020, we received demand letters from PIUMPF, including a demand for withdrawal liabilities and for our proportionate share of PIUMPF's accumulated funding deficiency. In July 2021, PIUMPF filed suit against us in the U.S. District Court for the Northern District of Georgia claiming the right to recover our pro rata share of the pension fund’s accumulated funding deficiency along with interest, liquidated damages and attorney's fees. We believe we are adequately reserved for this matter. See “Note 6. Retirement Plans — Multiemployer Plans” of the Notes to Consolidated Financial Statements section in the Fiscal 2023 Form 10-K for additional information on our MEPPs and see “Note 16. Commitments and Contingencies — Other Litigation” for additional information on the litigation.

Pension and Postretirement Cost

The following table presents a summary of the components of net pension cost (in millions):

	Three Months Ended						Nine Months Ended
	June 30,						June 30,
	2024			2023			2024			2023
Service cost	$	6.1		$	6.2		$	19.0		$	21.6
Interest cost		67.0			64.8			199.5			192.9
Expected return on plan assets		(76.6	)		(76.5	)		(229.6	)		(227.8	)
Amortization of net actuarial loss		9.1			14.6			25.3			43.8
Amortization of prior service cost		2.2			2.0			6.1			6.0
Company defined benefit plan cost		7.8			11.1			20.3			36.5
Multiemployer and other plans		0.5			0.4			1.3			1.1
Net pension cost	$	8.3		$	11.5		$	21.6		$	37.6

The non-service elements of our pension and postretirement cost set forth in this Note 5 are reflected in the consolidated statements of operations line item “Pension and other postretirement non-service cost” other than charges associated with restructuring initiatives. The service cost components are reflected in “Cost of goods sold” and “Selling, general and administrative expense excluding intangible amortization” line items.

We maintain other postretirement benefit plans that provide certain health care and life insurance benefits for certain salaried and hourly employees who meet specified age and service requirements as defined by the plans. The following table presents a summary of the components of the net postretirement cost (in millions):

	Three Months Ended						Nine Months Ended
	June 30,						June 30,
	2024			2023			2024			2023
Service cost	$	0.2		$	0.3		$	0.6		$	0.7
Interest cost		2.0			1.8			5.7			5.4
Amortization of net actuarial gain		(0.3	)		(1.2	)		(2.9	)		(3.5	)
Amortization of prior service credit		(0.2	)		(0.2	)		(0.5	)		(0.5	)
Curtailment loss		1.5			—			1.5			—
Net postretirement cost	$	3.2		$	0.7		$	4.4		$	2.1

Employer Contributions

During the three and nine months ended June 30, 2024, we made contributions to our qualified and supplemental defined benefit pension plans of $7.6 million and $16.4 million, respectively, and for the three and nine months ended June 30, 2023, we made contributions of $4.8 million and $19.8 million, respectively.

During the three and nine months ended June 30, 2024, we funded an aggregate of $1.9 million and $5.2 million, respectively, to our other postretirement benefit plans and for the three and nine months ended June 30, 2023, we funded an aggregate of $1.8 million and $5.4 million, respectively.

Note 6. Income Taxes

The effective tax rate for the three and nine months ended June 30, 2024 was 34.5% and 33.9%, respectively. The effective tax rates were impacted by (i) the exclusion of tax benefits related to losses recorded by certain foreign operations, (ii) uncertain tax benefits and (iii) income derived from certain foreign jurisdictions subject to higher tax rates, partially offset by (iv) benefits from research and development credits and other credits.

The effective tax rate for the three and nine months ended June 30, 2023 was 24.9% and a benefit of 2.3%, respectively. The effective tax rates were impacted by (i) the tax effects related to the Mexico Acquisition, (ii) research and development and other tax credits, (iii) the inclusion of state taxes, (iv) income derived from certain foreign jurisdictions subject to higher tax rates and (v) the exclusion of tax benefits related to losses recorded by certain foreign operations. The lower tax rate in the nine months ended June 30, 2023 was primarily due to the tax effects of the goodwill impairment.

During the nine months ended June 30, 2024 and June 30, 2023, cash paid for income taxes, net of refunds, was $280.5 million and $197.2 million, respectively.

On August 16, 2022, the Inflation Reduction Act was signed into law, with tax provisions primarily focused on implementing a 15% minimum tax on global adjusted financial statement income and a 1% excise tax on share repurchases. We do not believe the provisions of the Inflation Reduction Act have had a material impact on our financial results.

Note 7. Segment Information

We have reported our financial results of operations in the following four reportable segments:

Corrugated Packaging, which substantially consists of our integrated corrugated converting operations and generates its revenues primarily from the sale of corrugated containers and other corrugated products, including the operations acquired in the Mexico Acquisition;

Consumer Packaging, which consists of our integrated consumer converting operations and generates its revenues primarily from the sale of consumer packaging products such as folding cartons, interior partitions (before divestiture in September 2023) and other consumer products;

Global Paper, which consists of our commercial paper operations and generates its revenues primarily from the sale of containerboard and paperboard to external customers; and

Distribution, which consists of our distribution and display assembly operations and generates its revenues primarily from the distribution of packaging products and assembly of display products.

We determined our operating segments based on the products and services we have offered. Our operating segments are consistent with our internal management structure prior to consummation of the Transaction, and we did not aggregate operating segments. We have reported the benefit of vertical integration with our mills in each reportable segment that ultimately sells the associated paper and packaging products to our external customers. We accounted for intersegment sales at prices that approximate market prices.

Adjusted EBITDA has been our measure of segment profitability in accordance with ASC 280, “Segment Reporting” (“ASC 280”) because it was used by our chief operating decision maker (“CODM”) to make decisions regarding allocation of resources and to assess segment performance. Certain items are not allocated to our operating segments and, thus, the information that our CODM used to make operating decisions and assess performance does not reflect such amounts. Adjusted EBITDA is defined as pre-tax earnings of a reportable segment before depreciation, depletion and amortization, and excludes the following items our CODM did not consider part of our segment performance: multiemployer pension withdrawal income, restructuring and other costs, net, impairment of goodwill, non-allocated expenses, interest expense, net, other (expense) income, net, loss on sale of RTS and Chattanooga, and other adjustments – each as outlined in the table below (“Adjusted EBITDA”). Management determined excluding these items was useful in the evaluation of operating performance from period to period because these items were not representative of our ongoing operations or were items our CODM did not consider part of our reportable segments.

The tables in this Note 7 show selected financial data for our reportable segments (in millions):

	Three Months Ended						Nine Months Ended
	June 30,						June 30,
	2024			2023			2024			2023
Net sales (aggregate):
Corrugated Packaging	$	2,502.6		$	2,565.7		$	7,320.8		$	7,530.5
Consumer Packaging		1,139.2			1,250.6			3,312.0			3,730.7
Global Paper		966.0			1,065.7			2,900.5			3,357.5
Distribution		276.5			317.8			838.2			946.6
Total	$	4,884.3		$	5,199.8		$	14,371.5		$	15,565.3
Less net sales (intersegment):
Corrugated Packaging	$	65.7		$	69.5		$	187.8		$	219.5
Consumer Packaging		8.7			7.7			22.4			19.9
Distribution		2.0			1.5			6.7			4.1
Total	$	76.4		$	78.7		$	216.9		$	243.5
Net sales (unaffiliated customers):
Corrugated Packaging	$	2,436.9		$	2,496.2		$	7,133.0		$	7,311.0
Consumer Packaging		1,130.5			1,242.9			3,289.6			3,710.8
Global Paper		966.0			1,065.7			2,900.5			3,357.5
Distribution		274.5			316.3			831.5			942.5
Total	$	4,807.9		$	5,121.1		$	14,154.6		$	15,321.8
Adjusted EBITDA:
Corrugated Packaging	$	372.2		$	429.7		$	1,017.9		$	1,166.6
Consumer Packaging		205.6			230.0			572.1			631.9
Global Paper		102.9			177.0			350.8			521.4
Distribution		7.5			6.0			25.4			26.1
Total		688.2			842.7			1,966.2			2,346.0
Depreciation, depletion and amortization		(394.6	)		(382.5	)		(1,164.8	)		(1,151.5	)
Multiemployer pension withdrawal income		—			12.2			—			12.2
Restructuring and other costs, net		17.6			(47.7	)		(129.1	)		(515.6	)
Impairment of goodwill		—			—			—			(1,893.0	)
Non-allocated expenses		(41.5	)		(40.8	)		(130.5	)		(103.4	)
Interest expense, net		(107.7	)		(108.1	)		(309.9	)		(313.8	)
Other (expense) income, net		(16.9	)		1.4			(35.1	)		8.8
Loss on sale of RTS and Chattanooga		—			—			(1.5	)		—
Other adjustments		(21.3	)		(6.8	)		(82.1	)		(185.8	)
Income (loss) before income taxes	$	123.8		$	270.4		$	113.2		$	(1,796.1	)

See “Note 4. Restructuring and Other Costs, Net” for additional information on how the Restructuring and other costs, net relate to our reportable segments.

Additional selected financial data (in millions):

	Three Months Ended						Nine Months Ended
	June 30,						June 30,
	2024			2023			2024			2023
Depreciation, depletion and amortization:
Corrugated Packaging	$	208.3		$	204.2		$	616.2		$	607.6
Consumer Packaging		93.9			85.8			271.3			255.4
Global Paper		81.7			84.1			248.4			264.4
Distribution		8.2			6.9			23.0			20.7
Corporate		2.5			1.5			5.9			3.4
Total	$	394.6		$	382.5		$	1,164.8		$	1,151.5

Other adjustments:
Corrugated Packaging	$	1.6		$	(21.3	)	$	8.4		$	33.2
Consumer Packaging		5.0			0.3			12.0			59.9
Global Paper		(0.2	)		5.2			2.0			31.8
Distribution		—			0.1			(0.3	)		0.1
Corporate		14.9			22.5			60.0			60.8
Total	$	21.3		$	6.8		$	82.1		$	185.8

Equity in income (loss) of unconsolidated entities:
Corrugated Packaging	$	3.8		$	23.4		$	9.8		$	(8.4	)
Consumer Packaging		—			—			0.1			—
Global Paper		—			0.3			1.0			0.6
Total	$	3.8		$	23.7		$	10.9		$	(7.8	)

Other adjustments in the table above for the three months ended June 30, 2024 consist primarily of:

business systems transformation costs in Corporate of $14.9 million, and

losses at facilities in the process of being closed of $6.4 million (excluding depreciation and amortization), split across our segments

Other adjustments in the table above for the nine months ended June 30, 2024 consist primarily of:

business systems transformation costs in Corporate of $60.0 million, and

losses at facilities in the process of being closed of $21.3 million (excluding depreciation and amortization), split across our segments

Other adjustments in the table above for the three months ended June 30, 2023 consist primarily of:

a $19.2 million gain on sale of an unconsolidated displays joint venture in our Corrugated Packaging segment, and

business systems transformation costs in Corporate of $22.6 million.

Other adjustments in the table above for the nine months ended June 30, 2023 consist primarily of:

a $46.8 million non-cash, pre-tax loss in the Corrugated Packaging segment related to the Mexico Acquisition as discussed in “Note 3. Acquisitions” that was partially offset by a $19.2 million gain on sale of an unconsolidated displays joint venture in our Corrugated Packaging segment,

incremental work stoppage costs at our Mahrt mill of $58.5 million pre-tax in our Consumer Packaging segment and $19.3 million pre-tax in our Global Paper segment,

business systems transformation costs in Corporate of $60.3 million, and

acquisition accounting inventory-related adjustments of $7.6 million and $5.5 million in the Corrugated Packaging and Global Paper segments, respectively.

Prior Year Goodwill Impairment

We review the carrying value of our goodwill annually at the beginning of the fourth quarter of each fiscal year, or more often if events or changes in circumstances indicate that the carrying amount may exceed fair value. In the second quarter of fiscal 2023, due to the sustained decrease in our market capitalization and the further deterioration of macroeconomic conditions, including the impact of soft demand, pricing pressure and elevated inflation, which negatively affected our long-term forecasts in certain segments, we concluded that impairment indicators existed. As a result, we completed an interim quantitative goodwill impairment test in conjunction with our normal quarterly reporting process and recorded a pre-tax, non-cash impairment charge of $1,893.0 million ($1,829.8 million after-tax); $1,378.7 million in the Global Paper reportable segment and $514.3 million in the Corrugated Packaging reportable segment. See “Note 8. Segment Information — Interim Goodwill Impairment Analysis” of the Notes to Consolidated Financial Statements section in the Fiscal 2023 Form 10-K for additional information.

Note 8. Interest Expense, Net

The components of interest expense, net are as follows (in millions):

	Three Months Ended						Nine Months Ended
	June 30,						June 30,
	2024			2023			2024			2023
Interest expense	$	(137.6	)	$	(141.9	)	$	(413.8	)	$	(395.1	)
Interest income		29.9			33.8			103.9			81.3
Interest expense, net	$	(107.7	)	$	(108.1	)	$	(309.9	)	$	(313.8	)

Cash paid for interest, net of amounts capitalized, was $311.7 million and $306.1 million during the nine months ended June 30, 2024 and June 30, 2023, respectively.

Note 9. Inventories

We value substantially all of our U.S. inventories at the lower of cost or market, with cost determined on a last-in first-out (“LIFO”) basis. We value all other inventories at the lower of cost and net realizable value, with cost determined using methods that approximate cost computed on a first-in first-out (“FIFO”) basis. These other inventories represent primarily foreign inventories, distribution business inventories, spare parts inventories and certain inventoried supplies.

The components of inventories were as follows (in millions):

	June 30, 2024			September 30, 2023
Finished goods and work in process	$	1,039.8		$	1,044.9
Raw materials		1,016.1			1,049.8
Spare parts and supplies		541.5			578.2
Inventories at FIFO cost		2,597.4			2,672.9
LIFO reserve		(320.1	)		(341.4	)
Net inventories	$	2,277.3		$	2,331.5

Note 10. Property, Plant and Equipment

The components of property, plant and equipment were as follows (in millions):

	June 30, 2024			September 30, 2023
Property, plant and equipment at cost:
Land and buildings	$	3,096.3		$	2,994.7
Machinery and equipment		17,290.5			17,682.4
Forestlands		98.7			105.2
Transportation equipment		21.8			27.3
Leasehold improvements		121.4			98.8
Construction in progress		901.4			967.8
		21,530.1			21,876.2
Less: accumulated depreciation, depletion and amortization		(10,472.1	)		(10,813.0	)
Property, plant and equipment, net	$	11,058.0		$	11,063.2

Accrued additions to property, plant and equipment at June 30, 2024 and September 30, 2023 were $210.1 million and $165.2 million, respectively.

Note 11. Fair Value

Assets and Liabilities Measured or Disclosed at Fair Value

We estimate fair values in accordance with ASC 820, “Fair Value Measurement”. We have not changed the valuation techniques for measuring the fair value of any financial assets or liabilities during the fiscal year. See “Note 13. Fair Value” of the Notes to Consolidated Financial Statements section in the Fiscal 2023 Form 10-K for more information. We disclose the fair value of our debt in “Note 12. Debt”. We disclose the fair value of our derivative instruments in “Note 14. Derivatives” and our restricted assets and non-recourse liabilities held by special purpose entities in “Note 15. Special Purpose Entities”. We disclose the fair value of our pension and postretirement assets and liabilities in “Note 6. Retirement Plans” of the Notes to Consolidated Financial Statements section in the Fiscal 2023 Form 10-K.

Financial Instruments Not Recognized at Fair Value

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 long-term debt. With the exception of long-term debt, the carrying amounts of these financial instruments generally approximate their fair values due to their short maturities.

Nonrecurring Fair Value Measurements

We measure certain assets and liabilities at fair value on a nonrecurring basis. These assets and liabilities include equity method investments when they become subject to fair value remeasurement upon obtaining control due to a step-up acquisition or when they are deemed to be other-than-temporarily impaired, investments for which the fair value measurement alternative is elected, assets acquired and liabilities assumed when they are deemed to be other-than-temporarily impaired, assets acquired and liabilities assumed in a merger or an acquisition or in a nonmonetary exchange, property, plant and equipment, right-of-use (“ROU”) assets related to operating or finance leases, and goodwill and other intangible assets that are written down to fair value when they are held for sale or determined to be impaired. In the second quarter of fiscal 2023, we recorded a $1.9 billion pre-tax, non-cash goodwill impairment charge. See “Note 7. Segment Information” for additional information. See “Note 4. Restructuring and Other Costs, Net” for impairments associated with restructuring activities including the impairment of our North Charleston, SC containerboard mill in the second quarter of fiscal 2023 and other such similar items presented as “PP&E and related costs”. During the three and nine months ended June 30, 2024 and 2023, we did not have any significant nonfinancial assets or liabilities, other than goodwill and restructuring, that were measured at fair value on a nonrecurring basis in periods subsequent to initial recognition.

Accounts Receivable Monetization Agreements

On September 11, 2023, we terminated our existing $700.0 million accounts receivable monetization facility to sell to a third-party financial institution all of the short-term receivables generated from certain customer trade accounts. On the same date, we entered into a new replacement $700.0 million facility (the “Monetization Agreement”) with Coöperatieve Rabobank U.A., New York Branch, as purchaser, (“Rabo”) on substantially the same terms as the former agreement. The Monetization Agreement provided for, among other things, (i) an extension of the scheduled termination date until September 13, 2024, and (ii) the ability to effectuate the Transaction without any additional consent from Rabo or the triggering of a notification event under the Monetization Agreement. The terms of the Monetization Agreement 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” (“ASC 860”). We pay a monthly yield on investment to Rabo at a rate equal to adjusted Term SOFR plus a margin on the outstanding amount of Rabo’s investment.

We also have a similar $110.0 million facility that was amended on December 2, 2022 to extend the term through December 4, 2023 and to include certain general revisions. The facility was again amended on December 4, 2023 to include certain fee and other general revisions, including the extension of the term through December 4, 2024 and the ability to effectuate the Transaction without any additional consent from the counterparty. The facility purchase limit was unchanged and the facility remains uncommitted.

The customers from these facilities are not included in the Receivables Securitization Facility (as hereinafter defined) that is discussed in “Note 12. Debt”.

The following table presents a summary of these accounts receivable monetization agreements for the nine months ended June 30, 2024 and June 30, 2023 (in millions):

	Nine Months Ended
	June 30,
	2024			2023
Receivable from financial institutions at beginning of fiscal year	$	—		$	—
Receivables sold to the financial institutions and derecognized		(1,976.2	)		(2,112.8	)
Receivables collected by financial institutions		1,998.8			2,117.8
Cash payments to financial institutions		(22.6	)		(5.0	)
Receivable from financial institutions at June 30	$	—		$	—

Receivables sold under these accounts receivable monetization agreements as of the respective balance sheet dates were approximately $669.6 million and $692.2 million as of June 30, 2024 and September 30, 2023, respectively.

Cash proceeds or payments related to the receivables sold are included in Net cash provided by operating activities in the consolidated statements of cash flows in the accounts receivable line item. While the expense recorded in connection with the sale of receivables may vary based on current rates and levels of receivables sold, the expense recorded in connection with the sale of receivables was $11.5 million and $36.9 million for the three and nine months ended June 30, 2024, respectively, and $12.0 million and $36.2 million for the three and nine months ended June 30, 2023, respectively, and is recorded in “Other (expense) income, net” in the consolidated statements of operations. Although the sales are made without recourse, we maintain continuing involvement with the sold receivables as we provide collections services related to the transferred assets. The associated servicing liability is not material given the high credit quality of the customers underlying the receivables and the anticipated short collection period.

Note 12. Debt

Our outstanding indebtedness consists primarily of public bonds and borrowings under credit facilities. The public bonds issued by WRKCo Inc. (“WRKCo”) and WestRock MWV, LLC (“MWV”) are guaranteed by WestRock Company and certain of its subsidiaries. The public bonds are unsecured, unsubordinated obligations that rank equally in right of payment with all of our existing and future unsecured, unsubordinated obligations. The bonds are effectively subordinated to any of our existing and future secured debt to the extent of the value of the assets securing such debt and to the obligations of our non-debtor/guarantor subsidiaries. The industrial development bonds associated with the finance lease obligations of MWV are guaranteed by WestRock Company and certain of its subsidiaries. At June 30, 2024, all of our debt was unsecured with the exception of our Receivables Securitization Facility (as defined below) and finance lease obligations.

The following table shows the carrying value of the individual components of our debt (in millions):

	June 30, 2024		September 30, 2023
Public bonds due fiscal 2025 to 2028	$	2,941.2	$	2,938.6
Public bonds due fiscal 2029 to 2033		2,728.6		2,739.5
Public bonds due fiscal 2037 to 2047		177.0		177.3
Revolving credit and swing facilities		23.7		32.0
Term loan facilities		1,348.0		1,347.4
Receivables securitization		525.0		425.0
Commercial paper		418.2		283.9
International and other debt		19.1		61.9
Finance lease obligations		515.6		472.6
Vendor financing and commercial card programs		117.3		105.7
Total debt		8,813.7		8,583.9
Less: current portion of debt		1,189.6		533.0
Long-term debt due after one year	$	7,624.1	$	8,050.9

A portion of the debt classified as long-term may be paid down earlier than scheduled at our discretion without penalty. Our credit facilities in effect as of June 30, 2024 contained certain restrictive covenants, including a covenant to satisfy a debt to capitalization ratio. We tested and reported our compliance with these covenants as required by these facilities and were in compliance with them as of June 30, 2024.

The estimated fair value of our debt was approximately $8.7 billion as of June 30, 2024 and $8.1 billion at September 30, 2023. The fair value of our debt is categorized as level 2 within the fair value hierarchy and either is primarily based on quoted prices for those or similar instruments in a less active market, or approximates their carrying amount, as the variable interest rates reprice frequently at observable current market rates.

See “Note 14. Debt” of the Notes to Consolidated Financial Statements section in the Fiscal 2023 Form 10-K for additional information on our debt, including interest rates on that debt.

Revolving Credit Facilities

Revolving Credit Facility

On July 7, 2022, we entered into a credit agreement (the “Revolving Credit Agreement”) that included a five-year senior unsecured revolving credit facility in an aggregate amount of $2.3 billion, consisting of a $1.8 billion U.S. revolving facility and a $500 million multicurrency revolving facility (collectively, the “Revolving Credit Facility”) with Wells Fargo Bank, National Association, as administrative agent and multicurrency agent. The Revolving Credit Facility was guaranteed by WestRock Company and certain of its subsidiaries as set forth in the Revolving Credit Agreement. At June 30, 2024 and September 30, 2023, there were no amounts outstanding under the facility.

European Revolving Credit Facility

On July 7, 2022, we entered into a credit agreement (the "European Revolving Credit Agreement") with Rabo, as administrative agent. The European Revolving Credit Agreement provides for a three-year senior unsecured revolving credit facility in an aggregate amount of €700.0 million and includes an incremental €100.0 million accordion feature (the “European Revolving Credit Facility”). The European Revolving Credit Facility was guaranteed by WestRock Company and certain of its subsidiaries as set forth in the European Revolving Credit Agreement. At June 30, 2024 and September 30, 2023, there were no amounts outstanding under the facility.

Term Loan Facilities

Farm Loan Credit Facility

On July 7, 2022, we amended and restated the prior credit agreement (the “Farm Credit Facility Agreement”) with CoBank, ACB, as administrative agent. The Farm Credit Facility Agreement provides for a seven-year senior unsecured term loan facility in an aggregate principal amount of $600 million (the “Farm Credit Facility”). At any time, we have the ability to request an increase in the principal amount by up to $400 million by written notice. As of June 30, 2024, the Farm Credit Facility was guaranteed by WestRock Company and certain of its subsidiaries as set forth in the Farm Credit Facility Agreement. The carrying value of this facility at June 30, 2024 and September 30, 2023 was $598.6 million and $598.4 million, respectively.

Delayed Draw Term Facility

On August 18, 2022, we amended the Revolving Credit Agreement (the “Amended Credit Agreement”) to add a three-year senior unsecured delayed draw term loan facility with an aggregate principal amount of up to $1.0 billion (the “Delayed Draw Term Facility”) that could be drawn in a single draw through May 31, 2023. On November 28, 2022, in connection with the Mexico Acquisition, we drew upon the facility in full. The Delayed Draw Term Facility was guaranteed by WestRock Company and certain of its subsidiaries as set forth in the Amended Credit Agreement. We had the option to extend the maturity date by one year with full lender consent. The one-year maturity extension would have cost a fee of 20 basis points. The carrying value of this facility at June 30, 2024 and September 30, 2023 was $749.4 million and $749.0 million, respectively.

Receivables Securitization Facility

On February 28, 2023, we amended our existing $700.0 million receivables securitization agreement (the “Receivables Securitization Facility”), primarily to extend the maturity to February 27, 2026 and to complete the transition from LIBOR to Term SOFR. At June 30, 2024 and September 30, 2023, maximum available borrowings, excluding amounts outstanding under the Receivables Securitization Facility, were $700.0 million and $700.0 million, respectively. The carrying amount of accounts receivable collateralizing the maximum available borrowings at June 30, 2024 and September 30, 2023 were approximately $1,097.4 million and $1,177.6 million, respectively. We have continuing involvement with the underlying receivables as we provide credit and collections services pursuant to the Receivables Securitization Facility. At June 30, 2024 and September 30, 2023, there was $525.0 million and $425.0 million borrowed under this facility, respectively.

Commercial Paper

On December 7, 2018, we established an unsecured commercial paper program with WRKCo 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 $1.0 billion 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. At June 30, 2024, our Revolving Credit Facility was intended to backstop the commercial paper program. Amounts available under the program may be borrowed, repaid and re-borrowed from time to time. At June 30, 2024 and September 30, 2023, there was $418.2 million and $283.9 million issued, respectively.

Transaction-Related Changes

In September 2023, following completion of consent solicitations, we entered into supplemental indentures governing certain outstanding public bonds to, among other things, amend the definition of “Change of Control” to add an exception for the then proposed Transaction. In September 2023, we also amended certain facilities to provide that the then proposed Transaction would not constitute a “Change in Control” thereunder. See “Note 14. Debt” of the Notes to Consolidated Financial Statements section in the Fiscal 2023 Form 10-K for additional information.

In connection with the Transaction, all outstanding commitments were terminated and all outstanding loans were repaid under the Revolving Credit Facility, the Delayed Draw Term Facility and the European Revolving Credit Facility. In addition, the Farm Loan Credit Facility, the Receivables Securitization Facility and the unsecured commercial paper program were each amended and restated to, among other things, include the guarantee of obligations thereunder by Smurfit Westrock and/or certain other subsidiaries thereof. We also entered into supplemental indentures with respect to our public bonds to include the guarantee of obligations thereunder by Smurfit Westrock and certain other subsidiaries thereof.

Note 13. 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. Our total lease cost, net was $111.9 million and $333.5 million during the three and nine months ended June 30, 2024, respectively. Our total lease cost, net was $119.7 million and $316.3 million during the three and nine months ended June 30, 2023, respectively. We obtained $84.0 million and $136.9 million of ROU assets in exchange for lease liabilities for operating leases during the nine months ended June 30, 2024 and 2023, respectively. Additionally, we obtained $93.9 million and $2.2 million of ROU assets in exchange for lease liabilities for finance leases during the nine months ended June 30, 2024 and 2023, respectively.

Supplemental Balance Sheet Information Related to Leases

The table below presents supplemental balance sheet information related to leases (in millions):

	Consolidated Balance Sheet Caption	June 30, 2024			September 30, 2023
Operating leases:
Operating lease right-of-use asset	Other noncurrent assets	$	606.6		$	648.5

Current operating lease liabilities	Other current liabilities	$	193.8		$	202.4
Noncurrent operating lease liabilities	Other noncurrent liabilities		457.8			499.7
Total operating lease liabilities		$	651.6		$	702.1

Finance leases:
Property, plant and equipment		$	451.6		$	400.6
Accumulated depreciation			(81.9	)		(105.3	)
Property, plant and equipment, net		$	369.7		$	295.3

Current finance lease liabilities	Current portion of debt	$	28.1		$	62.9
Noncurrent finance lease liabilities	Long-term debt due after one year		487.5			409.7
Total finance lease liabilities		$	515.6		$	472.6

Our finance lease portfolio includes certain assets that are either fully depreciated or transferred for which the lease arrangement requires a one-time principal repayment on the maturity date of the lease obligation.

Note 14. Derivatives

We are exposed to risks from changes in, among other things, commodity price risk, foreign currency exchange risk and interest rate risk. To manage these risks, from time to time and to varying degrees, we have entered into a variety of financial derivative transactions and certain physical commodity transactions that are determined to be derivatives.

We have designated certain natural gas commodity contracts as cash flow hedges for accounting purposes. Therefore, the entire change in fair value of the financial derivative instrument is reported as a component of other comprehensive loss and reclassified into earnings in the same line item associated with the forecasted transaction, and in the same period or periods during which the forecasted transaction affects earnings. Fair value measurements for our natural gas commodity derivatives are classified under level 2 because such measurements are estimated based on observable inputs such as commodity future prices. Approximately three-fourths of our natural gas purchases for our U.S. and Canadian mill operations are tied to NYMEX. Historically ,our natural gas hedging positions were entered in layers over multiple months and up to 12 months in advance to achieve a targeted hedging volume of up to 80% of our anticipated NYMEX-based natural gas purchases.

For financial derivative 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.

The following table sets forth the outstanding notional amounts related to our derivative instruments (in millions):

	Metric	June 30, 2024		September 30, 2023
Designated cash flow hedges:
Natural gas commodity contracts	MMBtu ⁽¹⁾		18.4		22.0

⁽¹⁾

One million British Thermal Units ("MMBtu")

The following table sets forth the location and fair values of our derivative instruments (in millions):

	Consolidated Balance Sheet Caption	June 30, 2024		September 30, 2023
Designated cash flow hedges:
Natural gas commodity contracts	Other current liabilities ⁽¹⁾	$	3.3	$	6.3

⁽¹⁾

At June 30, 2024 and September 30, 2023, liability positions by counterparty were partially offset by $0.9 million and $0.2 million, respectively, of asset positions where we had an enforceable right of netting.

The following table sets forth gains (losses) recognized in accumulated other comprehensive loss, net of tax for cash flow hedges (in millions):

	Three Months Ended				Nine Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Natural gas commodity contracts	$	7.7	$	14.7	$	2.3	$	(0.6	)

The following table sets forth amounts of gains (losses) recognized in the consolidated statements of operations for cash flow hedges reclassified from accumulated other comprehensive loss (in millions):

		Three Months Ended						Nine Months Ended
		June 30,						June 30,
	Consolidated Statement of Operations Caption	2024			2023			2024			2023
Natural gas commodity contracts	Cost of goods sold	$	(8.2	)	$	(20.2	)	$	(25.4	)	$	(60.2	)

The following table sets forth amounts of gains (losses) recognized in the consolidated statements of operations for derivatives not designated as hedges (in millions):

		Three Months Ended				Nine Months Ended
		June 30,				June 30,
	Consolidated Statement of Operations Caption	2024		2023		2024		2023
Foreign currency contracts	Other (expense) income, net	$	—	$	—	$	—	$	19.7

Note 15. Special Purpose Entities

Pursuant to the sale of certain forestlands in 2007 and 2013, special purpose entities (“SPEs”) received and WestRock assumed upon the strategic combination of Rock-Tenn Company and MeadWestvaco Corporation's respective businesses, certain installment notes receivable (“Timber Notes”), and using these installment notes as collateral, the SPEs received proceeds under secured financing agreements (“Non-recourse Liabilities”). See “Note 17. Special Purpose Entities” of the Notes to Consolidated Financial Statements section in the Fiscal 2023 Form 10-K for additional information.

The restricted assets and non-recourse liabilities held by SPEs are included in the consolidated balance sheets in the following (in millions):

	June 30, 2024		September 30, 2023
Other current assets	$	—	$	862.1
Other noncurrent assets	$	385.2	$	382.7

Other current liabilities	$	—	$	776.7
Other noncurrent liabilities	$	331.6	$	330.2

The decrease in Other current assets and Other current liabilities subsequent to September 30, 2023 reflects the collection of an installment note receivable of $860 million and payment of a secured financing liability of $774 million in December 2023. This resulted in a receipt of $88.1 million, net of interest and other items, from the related SPE to the Company.

The carrying value of the remaining restricted asset and non-recourse liability as of June 30, 2024 approximates fair value due to their floating rates. As of September 30, 2023, the aggregate fair value of the Timber Notes and Non-recourse Liabilities was $1,257.2 million and $1,112.4 million, respectively. Fair values of the Timber Notes and Non-recourse Liabilities are classified as level 2 within the fair value hierarchy.

The restricted assets and non-recourse liabilities have the following activity (in millions):

	Three Months Ended				Nine Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Interest income on Timber Notes ⁽¹⁾	$	6.3	$	14.4	$	25.2	$	41.4
Interest expense on Timber Loans ⁽¹⁾	$	5.5	$	12.7	$	21.6	$	36.9
Cash receipts on Timber Notes ⁽²⁾	$	5.4	$	27.4	$	43.2	$	56.2
Cash payments on Timber Loans ⁽²⁾	$	5.1	$	28.8	$	38.9	$	55.9

	⁽¹⁾	Presented in Interest expense, net on the accompanying Consolidated Statements of Operations.
	⁽²⁾	Included as part of operating cash flows on the accompanying Consolidated Statements of Cash Flows.

Note 16. Commitments and Contingencies

Environmental

Environmental compliance requirements are a significant factor affecting our business. Our manufacturing processes are subject to numerous federal, state, local and international environmental laws and regulations, as well as the requirements of environmental permits and similar authorizations issued by various governmental authorities. We have incurred, and expect that we will continue to incur, significant capital, operating and other expenditures complying with applicable environmental laws and regulations. Changes in these laws, as well as litigation relating to these laws, could result in more stringent or additional environmental compliance obligations for the Company that may require additional capital investments or increase our operating costs.

We are involved in various administrative and other proceedings relating to environmental matters that arise in the normal course of business, and we may become involved in similar matters in the future. Although the ultimate outcome of these proceedings cannot be predicted and we cannot at this time estimate any reasonably possible losses based on available information, we do not believe that the currently expected outcome of any environmental proceedings and claims that are pending or threatened against us will have a material adverse effect on our results of operations, financial condition or cash flows.

We face potential liability under federal, state, local and international laws as a result of releases of hazardous substances into the environment from various sites owned and operated by third parties at which Company-generated wastes have allegedly been deposited.

In addition, certain of our current or former locations are being investigated or remediated under various environmental laws, including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (“CERCLA”). Based on information known to us and assumptions, we do not believe that the costs of any ongoing investigation and remediation projects will have a material adverse effect on our results of operations, financial condition or cash flows. However, the discovery of contamination or the imposition of additional obligations, including investigation or remediation triggered by the closures or sales of former manufacturing facilities, and/or natural resources damages at these or other sites in the future, could impact our results of operations, financial condition or cash flows.

See “Note 19. Commitments and Contingencies” of the Notes to Consolidated Financial Statements section in the Fiscal 2023 Form 10-K for information related to environmental matters.

As of June 30, 2024, we had $10.9 million reserved for environmental liabilities on an undiscounted basis, of which $4.4 million is included in Other noncurrent liabilities and $6.5 million is included in Other current liabilities, on the consolidated balance sheets, including amounts accrued in connection with environmental obligations relating to manufacturing facilities that we have closed. We believe the liabilities for these matters were adequately reserved at June 30, 2024.

Climate Change

Climate change presents risks and uncertainties for us. Unpredictable weather patterns or extended periods of severe weather may result in interruptions to our manufacturing operations, as well as supply chain disruptions and increased material costs, such as through impacts to virgin fiber supplies and prices, which may fluctuate during prolonged periods of heavy rain or drought, during tree disease or insect epidemics or other environmental conditions that may be caused by variations in climate conditions. To the extent that severe weather or other climate-related risks materialize, and we are unprepared for them, we may incur unexpected costs, which could have a material effect on our results of operations, cash flows and financial condition, and the trading price of our Common Stock may be adversely impacted.

Responses to climate change may result in regulatory risks as new laws and regulations aimed at reducing greenhouse gas (“GHG”) emissions come into effect. We have systems in place for tracking the GHG emissions from our energy-intensive facilities, and we monitor developments in climate-related laws, regulations and policies to assess the potential impact of such developments on our results of operations, financial condition, cash flows and disclosure obligations. Compliance with climate programs may require future expenditures to meet GHG emission reduction obligations in future years.

See “Note 19. Commitments and Contingencies” of the Notes to Consolidated Financial Statements section in the Fiscal 2023 Form 10-K for information related to climate change.

Brazil Tax Liability

We are challenging claims by the Brazil Federal Revenue Department that we underpaid tax, penalties and interest associated with a claim that a subsidiary of MeadWestvaco Corporation (the predecessor of MWV) had reduced its tax liability related to the goodwill generated by the 2002 merger of two of its Brazilian subsidiaries. The matter has proceeded through the Brazil Administrative Council of Tax Appeals (“CARF”) principally in two proceedings, covering tax years 2003 to 2008 and 2009 to 2012. The tax and interest claim relating to tax years 2009 to 2012 was finalized and is now the subject of an annulment action we filed in the Brazil federal court. CARF notified us of its final decision regarding the tax, penalties and interest claims relating to tax years 2003 to 2008 on June 3, 2020. We have filed an annulment action in Brazil federal court with respect to that decision as well. The dispute related to fraud penalties for tax years 2009 to 2012 was resolved by CARF in favor of WestRock in fiscal 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$738 million ($133 million) as of June 30, 2024, including various penalties and interest. The U.S. dollar equivalent has fluctuated significantly due to changes in exchange rates. The amount of our uncertain tax position reserve for this matter, which excludes certain penalties, is included in the unrecognized tax benefits table in our Fiscal 2023 Form 10-K; see “Note 7. Income Taxes” of the Notes to Consolidated Financial Statements in the Fiscal 2023 Form 10-K for additional information. 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.

Other Litigation

During fiscal 2018, we submitted formal notification to withdraw from PIUMPF and recorded a liability associated with the withdrawal. Subsequently, in fiscal 2019 and 2020, we received demand letters from PIUMPF, including a demand for withdrawal liabilities and for our proportionate share of PIUMPF's accumulated funding deficiency, and we refined our liability, the impact of which was not significant. We 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, we received a demand letter from PIUMPF asserting that we owe $51.2 million for our pro-rata share of PIUMPF’s accumulated funding deficiency, including interest. Similarly, in April 2020, we received an updated demand letter related to a subsidiary of ours asserting that we owe $1.3 million of additional accumulated funding deficiency, including interest. In July 2021, PIUMPF filed suit against us in the U.S. District Court for the Northern District of Georgia claiming the right to recover our pro rata share of the pension fund’s accumulated funding deficiency, along with interest, liquidated damages and attorney's fees. We believe we are adequately reserved for this matter. See “Note 6. Retirement Plans — Multiemployer Plans” of the Notes to Consolidated Financial Statements section in the Fiscal 2023 Form 10-K for additional information regarding our withdrawal liabilities.

We have been named a defendant in asbestos-related personal injury litigation. To date, the costs resulting from the litigation, including settlement costs, have not been significant. As of June 30, 2024, there were approximately 600 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 volume of litigation grow substantially, it is possible that we could incur significant costs resolving these cases. We do not expect the resolution of pending asbestos litigation and proceedings to have a material adverse effect on our results of operations, financial condition or cash flows. In any given period or periods, however, it is possible such proceedings or matters could have an adverse effect on our results of operations, financial condition or cash flows. At June 30, 2024, we had $16.4 million reserved for these matters.

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.

Indirect Tax Claim

In March 2017, the Supreme Court of Brazil issued a decision concluding that certain state value added tax should not be included in the calculation of federal gross receipts taxes. Subsequently, in fiscal 2019 and 2020, the Supreme Court of Brazil rendered favorable decisions on eight of our cases granting us the right to recover certain state value added tax. The tax authorities in Brazil filed a Motion of Clarification with the Supreme Court of Brazil. Based on our evaluation and the opinion of our tax and legal advisors, we believe the decision reduced our gross receipts tax in Brazil prospectively and retrospectively and will allow us to recover tax amounts collected by the government. Due to the volume of invoices being reviewed (January 2002 to September 2019), we recorded the estimated recoveries across several periods beginning in the fourth quarter of fiscal 2019 as we reviewed the documents and the amount became estimable. In May 2021, the Supreme Court of Brazil judged the Motion of Clarification and concluded on the gross methodology, which was consistent with our evaluation and that of our tax and legal advisors. We are monitoring the status of our remaining cases, and subject to the resolution in the courts, we may record additional amounts in future periods.

See “Note 19. Commitments and Contingencies — Indirect Tax Claim” of the Notes to Consolidated Financial Statements section in the Fiscal 2023 Form 10-K for information related to our previously recorded estimated recoveries.

Note 17. Equity and Other Comprehensive (Loss) Income

Equity

Stock Repurchase Program

In July 2015, our board of directors authorized a repurchase program of up to 40.0 million shares of our outstanding Common Stock, representing approximately 15% of our outstanding Common Stock as of July 1, 2015. On May 4, 2022, our board of directors authorized a new repurchase program of up to 25.0 million shares of our Common Stock, representing approximately 10% of our outstanding Common Stock, plus any unutilized shares left from the July 2015 authorization. We indefinitely suspended the program upon entry into the Transaction Agreement. In the nine months ended June 30, 2024 and 2023, we had no share repurchases under these programs.

Accumulated Other Comprehensive Loss

The tables below summarize the changes in accumulated other comprehensive loss, net of tax, by component for the nine months ended June 30, 2024 and June 30, 2023 (in millions):

	Deferred Loss on Cash Flow Hedges			Defined Benefit Pension and Postretirement Plans			Foreign Currency Items			Total ⁽¹⁾
Balance at September 30, 2023	$	(4.9	)	$	(572.0	)	$	(321.7	)	$	(898.6	)
Other comprehensive (loss) income before reclassifications		(16.8	)		—			(169.5	)		(186.3	)
Amounts reclassified from accumulated other comprehensive loss		19.1			21.6			—			40.7
Net current period other comprehensive income (loss)		2.3			21.6			(169.5	)		(145.6	)
Balance at June 30, 2024	$	(2.6	)	$	(550.4	)	$	(491.2	)	$	(1,044.2	)

⁽¹⁾

All amounts are net of tax and noncontrolling interests.

	Deferred Loss on Cash Flow Hedges			Defined Benefit Pension and Postretirement Plans			Foreign Currency Items			Total ⁽¹⁾
Balance at September 30, 2022	$	(9.1	)	$	(741.6	)	$	(703.6	)	$	(1,454.3	)
Other comprehensive (loss) income before reclassifications		(45.9	)		—			471.9			426.0
Amounts reclassified from accumulated other comprehensive loss		45.3			33.7			29.0			108.0
Net current period other comprehensive (loss) income		(0.6	)		33.7			500.9			534.0
Balance at June 30, 2023	$	(9.7	)	$	(707.9	)	$	(202.7	)	$	(920.3	)

⁽¹⁾

All amounts are net of tax and noncontrolling interests.

The net of tax amounts were determined using the jurisdictional statutory rates, and reflect effective tax rates averaging 23% to 24% for the nine months ended June 30, 2024 and 25% to 26% for the nine months ended June 30, 2023. Although we are impacted by the exchange rates of a number of currencies to varying degrees by period, our foreign currency translation adjustments recorded in accumulated other comprehensive loss for the nine months ended June 30, 2024 were primarily due to losses in the Mexican Peso and Brazilian Real partially offset by gains in the British Pound, each against the U.S. dollar. Foreign currency translation adjustments recorded in accumulated other comprehensive loss for the nine months ended June 30, 2023 were primarily due to gains in the Mexican Peso, Brazilian Real, British Pound and Canadian dollar, each against the U.S. dollar.

The following table summarizes the reclassifications out of accumulated other comprehensive loss by component (in millions):

	Three Months Ended								Three Months Ended
	June 30, 2024								June 30, 2023
	Pre-tax			Tax		Net of Tax			Pre-tax			Tax		Net of Tax
Amortization of defined benefit pension and postretirement items: ⁽¹⁾
Actuarial losses ⁽²⁾	$	(8.8	)	$	1.6	$	(7.2	)	$	(13.1	)	$	3.2	$	(9.9	)
Prior service costs ⁽²⁾		(2.0	)		0.3		(1.7	)		(1.8	)		0.4		(1.4	)
Subtotal defined benefit plans		(10.8	)		1.9		(8.9	)		(14.9	)		3.6		(11.3	)

Derivative Instruments: ⁽¹⁾
Natural gas commodity hedge loss ⁽³⁾		(8.2	)		2.1		(6.1	)		(20.2	)		4.9		(15.3	)

Total reclassifications for the period	$	(19.0	)	$	4.0	$	(15.0	)	$	(35.1	)	$	8.5	$	(26.6	)

⁽¹⁾	Amounts in parentheses indicate charges to earnings. Amounts pertaining to noncontrolling interests are excluded.
⁽²⁾	Included in the computation of net periodic pension cost. See “*Note 5. Retirement Plans*” for additional details.
⁽³⁾	These accumulated other comprehensive loss components are included in Cost of goods sold.

	Nine Months Ended								Nine Months Ended
	June 30, 2024								June 30, 2023
	Pre-tax			Tax		Net of Tax			Pre-tax			Tax		Net of Tax
Amortization of defined benefit pension and postretirement items: ⁽¹⁾
Actuarial losses ⁽²⁾	$	(22.4	)	$	5.2	$	(17.2	)	$	(39.6	)	$	10.1	$	(29.5	)
Prior service costs ⁽²⁾		(5.7	)		1.3		(4.4	)		(5.6	)		1.4		(4.2	)
Subtotal defined benefit plans		(28.1	)		6.5		(21.6	)		(45.2	)		11.5		(33.7	)

Foreign currency translation adjustments: ⁽¹⁾
Recognition of previously unrealized net foreign currency loss upon consolidation of equity investment ⁽³⁾		—			—		—			(29.0	)		—		(29.0	)

Derivative Instruments: ⁽¹⁾
Natural gas commodity hedge loss ⁽⁴⁾		(25.4	)		6.3		(19.1	)		(60.2	)		14.9		(45.3	)

Total reclassifications for the period	$	(53.5	)	$	12.8	$	(40.7	)	$	(134.4	)	$	26.4	$	(108.0	)

⁽¹⁾	Amounts in parentheses indicate charges to earnings. Amounts pertaining to noncontrolling interests are excluded.
⁽²⁾	Included in the computation of net periodic pension cost. See “*Note 5. Retirement Plans*” for additional details.
⁽³⁾	Amount reflected in Equity in income (loss) of unconsolidated entities in the consolidated statements of operations.
⁽⁴⁾	These accumulated other comprehensive loss components are included in Cost of goods sold.

Note 18. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings (loss) per share (in millions, except per share data):

	Three Months Ended				Nine Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Numerator:
Net income (loss) attributable to common stockholders	$	82.1	$	202.0	$	75.2	$	(1,758.8	)

Denominator:
Basic weighted average shares outstanding		258.6		256.3		257.9		255.5
Effect of dilutive stock options and non-participating securities		1.2		0.7		1.4		—
Diluted weighted average shares outstanding		259.8		257.0		259.3		255.5

Basic earnings (loss) per share attributable to common stockholders	$	0.32	$	0.79	$	0.29	$	(6.88	)
Diluted earnings (loss) per share attributable to common stockholders	$	0.32	$	0.79	$	0.29	$	(6.88	)

Approximately 0.2 million and 2.4 million shares underlying awards in the three months ended June 30, 2024 and 2023, respectively, were not included in computing diluted earnings per share because the effect would have been antidilutive. Approximately 0.3 million and 2.9 million shares underlying awards in the nine months ended June 30, 2024 and 2023, respectively, were not included in computing diluted earnings per share because the effect would have been antidilutive.

Exhibit 99.8

WESTROCK COMPANY

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

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included in Exhibit 99.6 to the Current Report on Form 8-K/A to which this Exhibit 99.8 is attached (the “Current Form 8-K”) and our audited consolidated financial statements and notes thereto for the fiscal year ended September 30, 2023, as well as the information under the heading “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” that are part of the Fiscal 2023 Form 10-K of WestRock Company, which was filed with the Securities and Exchange Commissoin on November 17, 2023 (“Fiscal 2023 Form 10-K’”). In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties, and assumptions that could cause WestRock’s actual results to differ materially from management’s expectations. Factors which could cause such differences are discussed herein and under the caption “Cautionary Note Regarding Forward-Looking Statements,” below, in Fiscal 2023 Form 10-K, in our subsequent filings with the SEC, in the Registration Statement of Smurfit Westrock on Form S-4 (file number 333-278185), as amended (as supplemented by the prospectus filed with the SEC on April 26, 2024, the “Registration Statement”) and in Smurfit Westrock’s subsequent filings with the SEC.

In addition, the following discussion includes certain non-GAAP financial measures. See our reconciliations of non-GAAP financial measures in the “Definitions and Non-GAAP Financial Measures” section below.

Unless the context otherwise requires, “we”, “us”, “our”, “WestRock” and “the Company” refer to WestRock Company, its wholly-owned subsidiaries and its partially-owned consolidated subsidiaries.

OVERVIEW

We are a multinational provider of sustainable fiber-based paper and packaging solutions. We partner with our customers to provide differentiated, sustainable paper and packaging solutions that help them win in the marketplace. Our team members support customers around the world from our operating and business locations in North America, South America, Europe, Asia and Australia. On September 12, 2023, we entered into a transaction agreement (the “Transaction Agreement”), dated as of September 12, 2023, with Smurfit Kappa Group plc (“Smurfit Kappa”), Smurfit Westrock plc (formerly known as Smurfit Westrock Limited and prior to that known as Cepheidway Limited) (“Smurfit Westrock”) and Sun Merger Sub, LLC, a wholly owned subsidiary of Smurfit Westrock (“Merger Sub”). The Transaction, pursuant to which we became a wholly owned subsidiary of Smurfit Westrock plc, was completed on July 5, 2024. See “Note 1. Basis of Presentation and Significant Accounting Policies” of the Notes to Consolidated Financial Statements included in Exhibit 99.6 to the Current Form 8-K for additional information. Information in Exhibit 99.6 is being provided with respect to the interim period ended June 30, 2024, which was before the consummation of the Combination. Accordingly, the disclosures herein describe the business, financial condition, results of operations, liquidity and capital resources of WestRock prior to the Combination, except as expressly provided herein.

Presentation

We have reported our financial results of operations herein in four reportable segments: Corrugated Packaging, Consumer Packaging, Global Paper and Distribution. Adjusted EBITDA has been our measure of segment profitability in accordance with ASC 280, because it was the measure used by our CODM to make decisions regarding allocation of resources and to assess segment performance. See “Note 7. Segment Information” of the Notes to Consolidated Financial Statements included in Exhibit 99.6 to the Current Form 8-K for additional information.

Strategic Portfolio Actions

From time to time, we have completed acquisitions that have expanded our product and geographic scope, allowed us to increase our integration levels and impacted our comparative financials.

On December 1, 2022, we completed acquisition of the remaining 67.7% interest in Gondi, S.A. de C.V. (“Grupo Gondi”) for $969.8 million in cash and the assumption of debt (“Mexico Acquisition”). We accounted for this acquisition as a business combination resulting in its consolidation. We have included the operations acquired in the Mexico Acquisition in our Corrugated Packaging segment. In conjunction with our Mexico Acquisition, we also moved certain existing consumer converting operations in Latin America into our Corrugated Packaging segment in line with how we manage the business effective January 1, 2023. We did not recast prior year results related to these operations as they were not material. See “Note 3. Acquisitions” of the Notes to Consolidated Financial Statements included in Exhibit 99.6 to the Current Form 8-K for additional information.

In addition, in fiscal 2023, we divested our interior partitions converting operations and sold our Chattanooga, TN uncoated recycled paperboard mill, sold our ownership interest in an unconsolidated displays joint venture, sold our Seven Hills mill joint venture in Lynchburg, VA, and sold our Eaton, IN, and Aurora, IL uncoated recycled paperboard mills. See “Note 1. Basis of Presentation and Significant Accounting Policies” of the Notes to Consolidated Financial Statements and “Note 1. Description of Business and Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements section in the Fiscal 2023 Form 10-K for additional information.

In fiscal 2023, we announced our plan to permanently cease operating our Tacoma, WA and North Charleston, SC containerboard mills and recorded various impairment and other charges associated with the closures. These mills ceased production in September 2023 and June 2023, respectively. In the third quarter of fiscal 2024, we sold the North Charleston mill. See “Note 4. Restructuring and Other Costs, Net” of the Notes to Consolidated Financial Statements for additional information.

Business Systems Transformation

In the fourth quarter of fiscal 2022, we launched a multi-year phased business systems transformation project as disclosed in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Business Systems Transformation” of the Fiscal 2023 Form 10-K. In fiscal 2023, we invested $138 million in our business systems transformation; $91 million of this amount was expensed as incurred within Selling, general and administrative expense (“SG&A”), including amortization, and $47 million was deferred or capitalized. The deferred and capitalized costs are being amortized as the project is deployed.

In the nine months ended June 30, 2024, we invested $134 million in our business systems transformation; $75 million of this amount was expensed as incurred within SG&A, including amortization. We adjusted from Net Income for our non-GAAP measures $60 million, or 80% of the SG&A amount. As of June 30, 2024, we had $110 million deferred in other noncurrent assets to be amortized as the project is deployed.

The scope and resulting expenditures may be materially impacted by any subsequent changes to the project as a result of the Transaction.

EXECUTIVE SUMMARY

Net sales of $4.8 billion for the third quarter of fiscal 2024 decreased $313.2 million, or 6.1%, compared to the third quarter of fiscal 2023. This decrease was primarily due to lower selling price/mix, lower sales due to prior year mill and interior partition divestitures, lower volumes and unfavorable foreign exchange rates.

Net income attributable to common stockholders was $82.1 million for the third quarter of fiscal 2024 compared to $202.0 million in the third quarter of fiscal 2023. The results in the third quarter of fiscal 2024 were impacted by increased cost inflation, lower selling price/mix, the impact of economic downtime and prior year mill closures, the prior year mill and interior partition divestitures and lower volumes, each as compared to the prior year quarter. These costs were partially offset by increased cost saving and lower restructuring and other costs, net that included a gain on sale of the North Charleston, SC containerboard mill.

Consolidated Adjusted EBITDA of $646.7 million for the third quarter of fiscal 2024 decreased $155.2 million, or 19.4%, from $801.9 million in the third quarter of fiscal 2023 primarily due to lower Adjusted EBITDA across nearly all of our segments.

In the three months ended June 30, 2024, earnings per diluted share was $0.32 compared to $0.79 per diluted share in the three months ended June 30, 2023. Adjusted Earnings Per Diluted Share were $0.31 and $0.89 in the three months ended June 30, 2024 and 2023, respectively. See the discussion and tables under “Definitions and Non-GAAP Financial Measures” below with respect to Consolidated Adjusted EBITDA and Adjusted Earnings Per Diluted Share.

Net cash provided by operating activities in the nine months ended June 30, 2024 and June 30, 2023 was $726.9 million and $1,243.6 million, respectively. The $516.7 million decrease was primarily due to lower earnings, excluding the goodwill impairment and restructuring and other costs, net, and $191.4 million of increased working capital usage compared to the prior year period. During the nine months ended June 30, 2024, we invested $823.2 million in capital expenditures and returned $233.7 million in capital to stockholders in dividend payments. During the nine months ended June 30, 2024, debt increased $229.8 million and was partially offset by an increase in cash and cash equivalents.

A detailed review of our performance appears below under “Results of Operations”.

RESULTS OF OPERATIONS

The following table summarizes our consolidated results for the three and nine months ended June 30, 2024 and June 30, 2023 (in millions):

	Three Months Ended						Nine Months Ended
	June 30,						June 30,
	2024			2023			2024			2023
Net sales	$	4,807.9		$	5,121.1		$	14,154.6		$	15,321.8
Cost of goods sold		3,974.4			4,100.6			11,782.2			12,615.3
Gross profit		833.5			1,020.5			2,372.4			2,706.5
Selling, general and administrative expense excluding intangible amortization		524.5			541.5			1,551.1			1,519.5
Selling, general and administrative intangible amortization expense		78.8			84.8			239.8			257.6
Multiemployer pension withdrawal income		—			(12.2	)		—			(12.2	)
Restructuring and other costs, net		(17.6	)		47.7			129.1			515.6
Impairment of goodwill		—			—			—			1,893.0
Operating profit (loss)		247.8			358.7			452.4			(1,467.0	)
Interest expense, net		(107.7	)		(108.1	)		(309.9	)		(313.8	)
Pension and other postretirement non-service cost		(3.2	)		(5.3	)		(3.6	)		(16.3	)
Other (expense) income, net		(16.9	)		1.4			(35.1	)		8.8
Equity in income (loss) of unconsolidated entities		3.8			23.7			10.9			(7.8	)
Loss on sale of RTS and Chattanooga		—			—			(1.5	)		—
Income (loss) before income taxes		123.8			270.4			113.2			(1,796.1	)
Income tax (expense) benefit		(42.7	)		(67.3	)		(38.4	)		41.2
Consolidated net income (loss)		81.1			203.1			74.8			(1,754.9	)
Less: Net loss (income) attributable to noncontrolling interests		1.0			(1.1	)		0.4			(3.9	)
Net income (loss) attributable to common stockholders	$	82.1		$	202.0		$	75.2		$	(1,758.8	)

Net Sales (Unaffiliated Customers)

(In millions, except percentages)	First Quarter			Second Quarter			Third Quarter			Nine Months Ended 6/30			Fourth Quarter		Fiscal Year
Fiscal 2023	$	4,923.1		$	5,277.6		$	5,121.1		$	15,321.8		$	4,988.2	$	20,310.0
Fiscal 2024	$	4,620.0		$	4,726.7		$	4,807.9		$	14,154.6
% Change		(6.2	)%		(10.4	)%		(6.1	)%		(7.6	)%

Net sales in the third quarter of fiscal 2024 decreased $313.2 million compared to the third quarter of fiscal 2023. This decrease was primarily due to lower selling price/mix, lower sales due to prior year mill and interior partition divestitures, lower volumes and unfavorable foreign exchange rates.

Net sales in the nine months ended June 30, 2024 decreased $1,167.2 million compared to the prior year period. This decrease was primarily due to lower selling price/mix, lower volumes excluding the Mexico Acquisition and lower sales due to prior year mill and interior partition divestitures. These items were partially offset by increased sales due to the two additional months of sales from the Mexico Acquisition and favorable foreign exchange rates.

See “Segment Information” below for detailed information regarding the change in net sales before intersegment eliminations by segment.

Cost of Goods Sold

(In millions, except percentages)	First Quarter			Second Quarter			Third Quarter			Nine Months Ended 6/30			Fourth Quarter			Fiscal Year
Fiscal 2023	$	4,157.1		$	4,357.6		$	4,100.6		$	12,615.3		$	4,110.2		$	16,725.5
(% of Net Sales)		84.4	%		82.6	%		80.1	%		82.3	%		82.4	%		82.4	%

Fiscal 2024	$	3,861.2		$	3,946.6		$	3,974.4		$	11,782.2
(% of Net Sales)		83.6	%		83.5	%		82.7	%		83.2	%

The $126.2 million decrease in cost of goods sold in the third quarter of fiscal 2024 compared to the prior year quarter was primarily due to the impact of cost savings, divested operations and lower volumes that were partially offset by estimated net cost inflation. The estimated net cost inflation consisted primarily of higher wage and other costs, recycled fiber costs and freight costs, which were partially offset by lower virgin fiber costs, energy costs including hedges, and chemical costs.

The $833.1 million decrease in cost of goods sold in the nine months ended June 30, 2024 compared to the prior year period was primarily due to the impact of cost savings, lower volumes and divested operations that were partially offset by estimated net cost inflation. The estimated net cost inflation consisted primarily of higher wage and other costs, recycled fiber costs and freight costs, which were partially offset by lower energy costs including hedges, virgin fiber costs and chemical costs.

See “Note 14. Derivatives” of the Notes to Consolidated Financial Statements included in Exhibit 99.6 to the Current Form 8-K for more information on our natural gas hedges. We discuss our operations in greater detail below for each reportable segment, as applicable.

Selling, General and Administrative Expense Excluding Intangible Amortization

(In millions, except percentages)	First Quarter			Second Quarter			Third Quarter			Nine Months Ended 6/30			Fourth Quarter			Fiscal Year
Fiscal 2023	$	479.1		$	498.9		$	541.5		$	1,519.5		$	494.9		$	2,014.4
(% of Net Sales)		9.7	%		9.5	%		10.6	%		9.9	%		9.9	%		9.9	%

Fiscal 2024	$	527.1		$	499.5		$	524.5		$	1,551.1
(% of Net Sales)		11.4	%		10.6	%		10.9	%		11.0	%

SG&A excluding intangible amortization decreased $17.0 million in the third quarter of fiscal 2024 compared to the prior year quarter. Compared to the third quarter of fiscal 2023, and excluding business systems transformation costs, we incurred $28.9 million of lower compensation and benefit costs primarily due to lower anticipated levels of achievement of performance goals compared to the prior year period that was partially offset by $12.9 million of higher professional fees related to various initiatives. We incurred $4.0 million of lower business systems transformation costs compared to the prior year quarter.

SG&A excluding intangible amortization increased $31.6 million in the nine months ended June 30, 2024 compared to the prior year period. The increase was primarily due to $20.6 million related to the consolidation of the Mexico Acquisition that included two additional months in the first quarter of fiscal 2024 compared to the prior year quarter. In addition, we incurred $9.0 million of higher business systems transformation costs compared to the prior year period. Compared to the nine months ended June 30, 2023, and excluding business systems transformation costs and the first quarter impact of the Mexico Acquisition, we incurred $36.5 million of higher professional fees related to various initiatives and $46.2 million of lower compensation and benefit costs primarily due to lower anticipated levels of achievement of performance goals compared to the prior year period.

Selling, General and Administrative Intangible Amortization Expense

SG&A intangible amortization expense was $78.8 million and $84.8 million in the third quarter of fiscal 2024 and 2023, respectively. SG&A intangible amortization expense was $239.8 million and $257.6 million in the nine months ended June 30, 2024 and 2023, respectively.

Restructuring and Other Costs, Net

We recorded an aggregate pre-tax restructuring and other costs, net gain of $17.6 million in the third quarter of fiscal 2024 and aggregate pre-tax restructuring and other costs, net of $47.7 million in the third quarter of fiscal 2023. We recorded aggregate pre-tax restructuring and other costs, net of $129.1 million and $515.6 million in the nine months ended June 30, 2024 and 2023, respectively. Of these costs, $90.5 million and $366.1 million for the nine months ended June 30, 2024 and 2023, respectively, were non-cash. The gain in the third quarter of fiscal 2024 was primarily due to the gain on sale of the North Charleston, SC containerboard mill that was partially offset by other restructuring charges.

These amounts are not comparable since the timing and scope of the individual actions associated with a given restructuring, acquisition, integration or divestiture vary. While restructuring costs are not charged to our segments and, therefore, do not reduce each segment's Adjusted EBITDA, we highlight the segment to which the charges relate. See “Note 4. Restructuring and Other Costs, Net” of the Notes to Consolidated Financial Statements included in Exhibit 99.6 to the Current Form 8-K for additional information, including a description of the type of costs incurred.

Goodwill Impairment

In the nine months ended June 30, 2023, we recorded a pre-tax, non-cash goodwill impairment of $1,893.0 million, with $1,378.7 million and $514.3 million in the Global Paper and Corrugated Packaging reportable segments, respectively. The impairment is not included in Adjusted EBITDA of our segments. See “Note 7. Segment Information” of the Notes to Consolidated Financial Statements included in Exhibit 99.6 to the Current Form 8-K for additional information.

Interest Expense, net

Interest expense, net for the third quarter of fiscal 2024 was $107.7 million compared to $108.1 million for the prior year quarter. Interest expense, net decreased in the current year quarter primarily due to a decrease in average debt that was partially offset by higher interest rates on debt, each as compared to the prior year quarter.

Interest expense, net for the nine months ended June 30, 2024 was $309.9 million compared to $313.8 million for the prior year period. Interest expense, net decreased in the current year period primarily due to higher interest income and a decrease in average debt that was partially offset by higher interest rates on debt and two additional months of debt associated with the Mexico Acquisition, each as compared to the prior year period. See “Note 8. Interest Expense, Net” of the Notes to Consolidated Financial Statements included in Exhibit 99.6 to the Current Form 8-K for additional information.

Pension and Other Postretirement Non-Service Cost

Pension and other postretirement non-service cost for the third quarter of fiscal 2024 was $3.2 million compared to $5.3 million for the third quarter of fiscal 2023. Pension and other postretirement non-service cost for the nine months ended June 30, 2024 was $3.6 million compared to $16.3 million for the nine months ended June 30, 2023. The lower costs in fiscal 2024 are largely driven by reduced U.S. pension plan benefit obligations due to a 61-basis point increase in the discount rate compared to the prior measurement date, and non-U.S. pension plan obligations that were positively impacted by a 73-basis point increase for the same period. Customary pension and other postretirement cost are included in our segment results. See “Note 5. Retirement Plans” of the Notes to Consolidated Financial Statements included in Exhibit 99.6 to the Current Form 8-K for more information.

Other (Expense) Income, net

Other (expense) income, net for the third quarter of fiscal 2024 was expense of $16.9 million compared to income of $1.4 million in the third quarter of fiscal 2023. The $18.3 million change in Other (expense) income, net for the third quarter of fiscal 2024 compared to the prior year period was primarily due to an unfavorable $23.8 million impact of foreign currency that was partially offset by a favorable $8.1 million gain on sale of a display business.

Other (expense) income, net for the nine months ended June 30, 2024 was expense of $35.1 million compared to income of $8.8 million in the first nine months of fiscal 2023. The $43.9 million change in Other (expense) income, net for the first nine months of fiscal 2024 compared to the prior year period was primarily due to an unfavorable $27.8 million impact of foreign currency and an unfavorable $22.3 million of other non-operating costs resulting principally from a $19.7 million gain on foreign currency exchange contract derivatives entered into in anticipation of the Mexico Acquisition in the prior year period. These items were partially offset by a $6.2 million gain on sale of fixed assets, primarily for the sale of an airplane in the current year period. In addition, gains on sales of businesses across the two nine month periods were essentially flat and primarily included the $8.1 gain on sale of a display business in the current year period and an $11.2 million gain on the sale of our Eaton, IN, and Aurora, IL, uncoated recycled paperboard mills in the prior year period.

See “Note 11. Fair Value — Accounts Receivable Monetization Agreements” of the Notes to Consolidated Financial Statements included in Exhibit 99.6 to the Current Form 8-K for additional information on our sale of receivables and associated expenses.

Equity in Income (Loss) of Unconsolidated Entities

Equity in income (loss) of unconsolidated entities for the third quarter of fiscal 2024 was income of $3.8 million compared to income of $23.7 million for the third quarter of fiscal 2023. The third quarter of fiscal 2023 included a pre-tax gain on sale of $19.2 million in connection with the sale of our ownership interest in an unconsolidated displays joint venture.

Equity in income (loss) of unconsolidated entities for the nine months ended June 30, 2024 was income of $10.9 million compared to a loss of $7.8 million for the nine months ended June 30, 2023. The loss in the nine months ended June 30, 2023 was driven by a $46.8 million non-cash, pre-tax loss to recognize the write-off of historical foreign currency translation adjustments recorded in Accumulated other comprehensive loss, as well as the difference between the fair value of the consideration paid for the Mexico Acquisition and the carrying value of our prior ownership interest. The loss was partially offset by the $19.2 million pre-tax gain on sale of our displays joint venture noted above. The change year-over-year was also impacted by no longer recording equity income after the December 2022 purchase of our remaining interest in the operations acquired in the Mexico Acquisition and the sale of a displays joint venture in the third quarter of fiscal 2023. See “Note 3. Acquisitions” of the Notes to Consolidated Financial Statements included in Exhibit 99.6 to the Current Form 8-K for additional information on the Mexico Acquisition.

Provision for Income Taxes

We recorded income tax expense of $42.7 million for the three months ended June 30, 2024 compared to $67.3 million for the three months ended June 30, 2023. The effective tax rate for the three months ended June 30, 2024 was 34.5%, while the effective tax rate for the three months ended June 30, 2023 was 24.9%.

We recorded an income tax expense of $38.4 million for the nine months ended June 30, 2024 compared to a benefit of $41.2 million for the nine months ended June 30, 2023. The effective tax rate for the nine months ended June 30, 2024 was 33.9%, while the effective tax rate benefit for the nine months ended June 30, 2023 was 2.3%.

See “Note 6. Income Taxes” of the Notes to Consolidated Financial Statements included in included in Exhibit 99.6 to the Current Form 8-K for the primary factors impacting our effective tax rates.

SEGMENT INFORMATION

Corrugated Packaging Segment

Corrugated Packaging Shipments

Corrugated Packaging shipments are expressed as a tons equivalent in thousands of tons, which includes external and intersegment shipments from our corrugated converting operations, principally for the sale of corrugated containers and other corrugated products. In addition, we disclose North American Corrugated Packaging shipments in billion square feet (“BSF”) and millions of square feet (“MMSF”) per shipping day. In the industry, the term “North American Corrugated Packaging” commonly refers to U.S. and Canadian operations only. Tons sold from period to period may be impacted by customer conversions to lower basis weight products. Quantities in the table may not sum across due to trailing decimals.

	First Quarter		Second Quarter		Third Quarter		Nine Months Ended 6/30		Fourth Quarter		Fiscal Year
Fiscal 2023 ⁽¹⁾
Corrugated Packaging Shipments - thousands of tons		1,556.2		1,751.1		1,745.7		5,053.0		1,753.9		6,806.9
North American Corrugated Packaging Shipments - BSF		22.7		22.7		22.3		67.7		22.5		90.3
North American Corrugated Packaging Per Shipping Day - MMSF		378.8		354.9		353.8		362.2		363.4		362.5

Fiscal 2024
Corrugated Packaging Shipments - thousands of tons		1,717.3		1,704.1		1,765.3		5,186.8
North American Corrugated Packaging Shipments - BSF		22.1		21.9		22.5		66.5
North American Corrugated Packaging Per Shipping Day - MMSF		363.0		347.7		351.0		353.8

⁽¹⁾	In the fourth quarter of fiscal 2023, the fiscal 2023 Corrugated Packaging Shipments were revised by an immaterial amount.

Corrugated Packaging Segment – Net Sales and Adjusted EBITDA

(In millions, except percentages)	Net Sales⁽¹⁾		Adjusted EBITDA		Adjusted EBITDA Margin
Fiscal 2023
First Quarter	$	2,337.4	$	329.4		14.1	%
Second Quarter		2,627.4		407.5		15.5
Third Quarter		2,565.7		429.7		16.7
Nine Months Ended June 30, 2023		7,530.5		1,166.6		15.5
Fourth Quarter		2,524.4		433.8		17.2
Total	$	10,054.9	$	1,600.4		15.9	%

Fiscal 2024
First Quarter	$	2,419.9	$	327.8		13.5	%
Second Quarter		2,398.3		317.9		13.3
Third Quarter		2,502.6		372.2		14.9
Nine Months Ended June 30, 2024	$	7,320.8	$	1,017.9		13.9	%

⁽¹⁾	Net sales before intersegment eliminations, also referred to as segment sales.

Net Sales (Aggregate) — Corrugated Packaging Segment

Net sales before intersegment eliminations for the Corrugated Packaging segment decreased $63.1 million in the third quarter of fiscal 2024 compared to the prior year quarter. The decrease primarily consisted of $67.2 million of lower selling price/mix and $20.6 million of unfavorable foreign exchange rates which were partially offset by $21.7 million of higher volumes.

Net sales before intersegment eliminations for the Corrugated Packaging segment decreased $209.7 million in the nine months ended June 30, 2024 compared to the prior year period. The decrease primarily consisted of $386.3 million of lower selling price/mix and $60.1 million of lower volumes excluding $209.2 million for two additional months of sales in the first quarter of fiscal 2024 from the operations acquired in the Mexico Acquisition. These declines were also partially offset by $41.6 million associated with the converting operations formerly in the Consumer Packaging segment and $9.1 million of favorable foreign exchange rates.

Adjusted EBITDA — Corrugated Packaging Segment

Corrugated Packaging segment Adjusted EBITDA in the third quarter of fiscal 2024 decreased $57.5 million compared to the prior year quarter primarily due to an estimated $74.7 million of increased net cost inflation and an estimated $70.7 million of margin impact from lower selling price/mix. These items were partially offset by $63.9 million of increased cost savings, $21.4 million of higher volumes and an estimated $6.9 million impact of lower economic downtime and prior year mill closures.

Corrugated Packaging segment Adjusted EBITDA in the nine months ended June 30, 2024 decreased $148.7 million compared to the prior year period primarily due to an estimated $341.2 million of margin impact from lower selling price/mix and an estimated $80.9 million of increased net cost inflation. These items were partially offset by $201.0 million of increased cost savings and an estimated $30.1 million impact of lower economic downtime and prior year mill closures and $10.3 million of higher volumes. Additionally, we had $32.0 million of other net favorable items compared to the prior year period that consisted primarily of $19.3 million from the operations acquired in the Mexico Acquisition as the first quarter of fiscal 2024 included two additional months of results from such operations compared to the prior year period, $14.2 million of favorable planned downtime including maintenance outages and $6.1 million associated with the converting operations formerly in the Consumer Packaging segment which were partially offset by an estimated $7.9 million unfavorable impact of winter weather.

Consumer Packaging Segment

Consumer Packaging Shipments

Consumer Packaging shipments are expressed as a tons equivalent in thousands of tons, which includes external and intersegment shipments from our consumer converting operations, principally for the sale of folding cartons, interior partitions (before divestiture in September 2023) and other consumer products. Quantities in the table may not sum across due to trailing decimals.

	First Quarter		Second Quarter		Third Quarter		Nine Months Ended 6/30		Fourth Quarter		Fiscal Year
Fiscal 2023
Consumer Packaging Shipments - thousands of tons		360.2		356.3		346.5		1,063.0		348.3		1,411.3

Fiscal 2024
Consumer Packaging Shipments - thousands of tons		298.1		318.9		331.7		948.6

Consumer Packaging Segment – Net Sales and Adjusted EBITDA

(In millions, except percentages)	Net Sales⁽¹⁾		Adjusted EBITDA		Adjusted EBITDA Margin
Fiscal 2023
First Quarter	$	1,215.0	$	183.3		15.1	%
Second Quarter		1,265.1		218.6		17.3
Third Quarter		1,250.6		230.0		18.4
Nine Months Ended June 30, 2023		3,730.7		631.9		16.9
Fourth Quarter		1,211.1		203.8		16.8
Total	$	4,941.8	$	835.7		16.9	%

Fiscal 2024
First Quarter	$	1,059.3	$	166.2		15.7	%
Second Quarter		1,113.5		200.3		18.0
Third Quarter		1,139.2		205.6		18.0
Nine Months Ended June 30, 2024	$	3,312.0	$	572.1		17.3	%

⁽¹⁾	Net sales before intersegment eliminations, also referred to as segment sales.

Net Sales (Aggregate) — Consumer Packaging Segment

Net sales before intersegment eliminations for the Consumer Packaging segment decreased $111.4 million in the third quarter of fiscal 2024 compared to the prior year quarter. The decrease was primarily due to $56.3 million due to the prior year divestiture of our interior partition operations, $38.7 million of lower volumes, $10.3 million of lower selling price/mix and $5.7 million of unfavorable foreign exchange rates.

Net sales before intersegment eliminations for the Consumer Packaging segment decreased $418.7 million in the nine months ended June 30, 2024 compared to the prior year period. The decrease was primarily due to $247.5 million of lower volumes, $167.4 million due to the prior year divestiture of our interior partition operations and $37.8 million of net sales for converting operations now included in the Corrugated Packaging segment. These items were partially offset by $21.1 million of higher selling price/mix and $13.1 million of favorable foreign exchange rates.

Adjusted EBITDA — Consumer Packaging Segment

Consumer Packaging segment Adjusted EBITDA in the third quarter of fiscal 2024 decreased $24.4 million compared to the prior year quarter primarily due to an estimated $27.4 million of increased net cost inflation, an estimated $15.8 million margin impact from lower selling price/mix and $9.7 million of lower volumes. These items were partially offset by $31.3 million of increased cost savings an estimated $3.9 million impact of lower economic downtime. Additionally, we had $6.7 million of other net unfavorable items compared to the prior year quarter that consisted primarily of $8.3 million of lower Adjusted EBITDA due to the prior year divested operations.

Consumer Packaging segment Adjusted EBITDA in the nine months ended June 30, 2024 decreased $59.8 million compared to the prior year period primarily due to an estimated $68.4 million of increased net cost inflation, $55.4 million of lower volumes and an estimated $35.8 million impact of higher economic downtime. These items were partially offset by $107.9 million of increased cost savings and an estimated $12.0 million margin impact from higher selling price/mix. Additionally, we had $20.1 million of other net unfavorable items compared to the prior year period that consisted primarily of $24.5 million due to the prior year divested operations and $4.4 million of Adjusted EBITDA from the first quarter of fiscal 2023 associated with the converting operations now included in the Corrugated Packaging segment, which were partially offset by $4.6 million of favorable planned downtime including maintenance outages.

Global Paper Segment

Global Paper Shipments

Global Paper shipments in thousands of tons include the sale of containerboard, paperboard, market pulp and specialty papers (including kraft papers and saturating kraft) to external customers. The shipment data table excludes gypsum paperboard liner tons produced by our Seven Hills mill joint venture in Lynchburg, VA (prior to its September 2023 sale) since it was not consolidated. We have presented the Global Paper shipments in this manner because we believe investors, potential investors, securities analysts and others find this breakout useful when evaluating our operating performance. Tons sold from period to period may be impacted by customer conversions to lower basis weight products. Quantities in the table may not sum across due to trailing decimals.

	First Quarter		Second Quarter		Third Quarter		Nine Months Ended 6/30		Fourth Quarter		Fiscal Year
Fiscal 2023
Global Paper Shipments - thousands of tons		1,091.9		1,178.7		1,126.8		3,397.5		1,129.5		4,526.9

Fiscal 2024
Global Paper Shipments - thousands of tons		1,008.5		1,162.4		1,078.9		3,249.8

Global Paper Segment – Net Sales and Adjusted EBITDA

(In millions, except percentages)	Net Sales⁽¹⁾		Adjusted EBITDA		Adjusted EBITDA Margin
Fiscal 2023
First Quarter	$	1,123.6	$	157.3		14.0	%
Second Quarter		1,168.2		187.1		16.0
Third Quarter		1,065.7		177.0		16.6
Nine Months Ended June 30, 2023		3,357.5		521.4		15.5
Fourth Quarter		1,012.4		133.6		13.2
Total	$	4,369.9	$	655.0		15.0	%

Fiscal 2024
First Quarter	$	918.3	$	118.4		12.9	%
Second Quarter		1,016.2		129.5		12.7
Third Quarter		966.0		102.9		10.7
Nine Months Ended June 30, 2024	$	2,900.5	$	350.8		12.1	%

⁽¹⁾	Net sales before intersegment eliminations, also referred to as segment sales.

Net Sales (Aggregate) — Global Paper Segment

The $99.7 million decrease in net sales before intersegment eliminations for the Global Paper segment in the third quarter of fiscal 2024 compared to the prior year quarter was primarily due to $72.2 million of lower selling price/mix, $21.6 million of lower sales associated with prior year mill divestitures and $6.1 million of lower volumes.

The $457.0 million decrease in net sales before intersegment eliminations for the Global Paper segment in the nine months ended June 30, 2024 compared to the prior year period was primarily due to $311.5 million of lower selling price/mix, $70.2 million of lower sales associated with prior year mill divestitures and $53.2 million of lower volumes. Additionally, net sales are $22.7 million lower than the prior year period as sales to the operations acquired in the Mexico Acquisition for two additional months in fiscal 2024 are eliminated following the acquisition.

Adjusted EBITDA — Global Paper Segment

Global Paper segment Adjusted EBITDA in the third quarter of fiscal 2024 decreased $74.1 million compared to the prior year quarter primarily due to $52.3 million of margin impact from lower selling price/mix, an estimated $37.8 million impact of economic downtime and prior year mill closures, $24.3 million of net cost inflation and $4.5 million of lower volumes. These items were partially offset by an estimated $55.0 million of increased cost savings. Additionally, we had $10.2 million of other net unfavorable items compared to the prior year quarter that consisted primarily of $9.3 million of lower Adjusted EBITDA associated with prior year mill divestitures.

Global Paper segment Adjusted EBITDA in the nine months ended June 30, 2024 decreased $170.6 million compared to the prior year period primarily due to $249.4 million of margin impact from lower selling price/mix, an estimated $136.9 million impact of higher economic downtime and prior year mill closures and $9.5 million of lower volumes. These items were partially offset by an estimated $240.5 million of increased cost savings and $8.8 million of net cost deflation. Additionally, we had $24.1 million of other net unfavorable items compared to the prior year period that consisted primarily of $28.9 million of lower Adjusted EBITDA associated with prior year mill divestitures.

Distribution Segment

Distribution Shipments

Distribution shipments are expressed as a tons equivalent in thousands of tons, which includes external and intersegment shipments from our distribution and display assembly operations. Quantities in the table may not sum across due to trailing decimals.

	First Quarter		Second Quarter		Third Quarter		Nine Months Ended 6/30		Fourth Quarter		Fiscal Year
Fiscal 2023
Distribution Shipments - thousands of tons		34.1		45.4		40.8		120.2		32.8		153.0

Fiscal 2024
Distribution Shipments - thousands of tons		31.4		31.2		33.5		96.1

Distribution Segment – Net Sales and Adjusted EBITDA

(In millions, except percentages)	Net Sales⁽¹⁾		Adjusted EBITDA		Adjusted EBITDA Margin
Fiscal 2023
First Quarter	$	321.5	$	10.8		3.4	%
Second Quarter		307.3		9.3		3.0
Third Quarter		317.8		6.0		1.9
Nine Months Ended June 30, 2023		946.6		26.1		2.8
Fourth Quarter		314.1		10.9		3.5
Total	$	1,260.7	$	37.0		2.9	%

Fiscal 2024
First Quarter	$	289.7	$	9.0		3.1	%
Second Quarter		272.0		8.9		3.3
Third Quarter		276.5		7.5		2.7
Nine Months Ended June 30, 2024	$	838.2	$	25.4		3.0	%

⁽¹⁾	Net sales before intersegment eliminations, also referred to as segment sales.

Net Sales (Aggregate) — Distribution Segment

The $41.3 million decrease in net sales before intersegment eliminations for the Distribution segment in the third quarter of fiscal 2024 compared to the prior year quarter was primarily due to $58.0 million of lower volumes that were partially offset by $17.0 million of higher selling price/mix. The lower volumes were primarily due to lower moving & storage volumes.

The $108.4 million decrease in net sales before intersegment eliminations for the Distribution segment in the nine months ended June 30, 2024 compared to the prior year period was primarily due to $125.0 million of lower volumes that were partially offset by $17.0 million of higher selling price/mix. The lower volumes were primarily due to lower moving & storage and automotive business volumes.

Adjusted EBITDA — Distribution Segment

Distribution segment Adjusted EBITDA in the third quarter of fiscal 2024 increased $1.5 million compared to the prior year quarter primarily due to $17.0 million of margin impact of higher selling price/mix and $12.5 million of increased cost savings which were largely offset by an estimated $16.0 million of lower volumes and an estimated $12.3 million of increased net cost inflation.

Distribution segment Adjusted EBITDA in the nine months ended June 30, 2024 decreased $0.7 million compared to the prior year period primarily due to an estimated $35.0 million of lower volumes and an estimated $14.9 million of increased net cost inflation, which were largely offset by $32.3 million of increased cost savings and $17.0 million of margin impact of higher selling price/mix.

LIQUIDITY AND CAPITAL RESOURCES

We have funded our working capital requirements, capital expenditures, mergers, acquisitions and investments, restructuring activities, dividends and stock repurchases from net cash provided by operating activities, borrowings under our credit facilities, proceeds from the sale of receivables under our accounts receivable monetization agreements, proceeds from the sale of property, plant and equipment removed from service and proceeds received in connection with the issuance of debt and equity securities. See “Note 12. Debt” of the Notes to Consolidated Financial Statements included in Exhibit 99.6 to the Current Form 8-K for more information regarding our debt.

Cash and cash equivalents were $461.4 million at June 30, 2024 and $393.4 million at September 30, 2023. Approximately one-half of the cash and cash equivalents at June 30, 2024 were held outside of the U.S. The proportion of cash and cash equivalents held outside of the U.S. generally varies from period to period. At June 30, 2024 and September 30, 2023, total debt was $8.8 billion and $8.6 billion, respectively, $1,189.6 million and $533.0 million of which was short-term at June 30, 2024 and September 30, 2023, respectively. The increase in short-term debt is primarily due to our $600 million 3.750% bond due March 2025 becoming current. Included in our total debt at June 30, 2024 was $142.7 million of non-cash acquisition-related step-up. During the nine months ended June 30, 2024, debt increased $229.8 million and was partially offset by an increase in cash and cash equivalents. Prior to the Transaction, funding for our domestic operations in the foreseeable future was expected to come from sources of liquidity within our domestic operations, including cash and cash equivalents, and available borrowings under credit facilities. As such, our foreign cash and cash equivalents were not expected to be a key source of liquidity to our domestic operations.

At June 30, 2024, we had approximately $3.3 billion of available liquidity under our long-term committed credit facilities and cash and cash equivalents. Our primary availability was under our revolving credit facilities and Receivables Securitization Facility.

Our credit facilities in place as of June 30, 2024 contained certain restrictive covenants, including a covenant to satisfy a debt to capitalization ratio. We tested and reported our compliance with these covenants as required by these facilities and were in compliance with them as of June 30, 2024.

At June 30, 2024, we had $75.6 million of outstanding letters of credit not drawn upon.

We use 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. We describe these programs below.

We engage 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 us. Receivables transferred under these customer-based SCF programs generally meet the requirements to be accounted for as sales in accordance with guidance under ASC 860 resulting in derecognition of such receivables from our consolidated balance sheets. Receivables involved with these customer-based SCF programs constitute approximately 2% of our annual net sales. In addition, we have monetization facilities that sell to third-party financial institutions all of the short-term receivables generated from certain customer trade accounts. See “Note 11. Fair Value — Accounts Receivable Monetization Agreements” of the Notes to Consolidated Financial Statements included in Exhibit 99.6 to the Current Form 8-K for a discussion of our monetization facilities.

Our working capital management strategy includes working with our suppliers to revisit terms and conditions, including the extension of payment terms. Our current payment terms with the majority of our suppliers generally range from payable upon receipt to 120 days and vary for items such as the availability of cash discounts. We do not believe our payment terms will be shortened significantly in the near future, and we do not expect our net cash provided by operating activities to be significantly impacted by additional extensions of payment terms. Certain financial institutions offer voluntary SCF programs that enable our suppliers, at their sole discretion, to sell their receivables from us to the financial institutions on a non-recourse basis at a rate that leverages our credit rating and thus might be more beneficial to our suppliers. We and our suppliers agree on commercial terms for the goods and services we procure, including prices, quantities and payment terms, regardless of whether the supplier elects to participate in SCF programs. The suppliers sell us goods or services and issue the associated invoices to us based on the agreed-upon contractual terms. The due dates of the invoices are not extended due to the supplier’s participation in SCF programs. Our suppliers, at their sole discretion if they choose to participate in a SCF program, determine which invoices, if any, they want to sell to the financial institutions. No guarantees are provided by us under SCF programs, and we have no economic interest in a supplier’s decision to participate in the SCF program. Therefore, amounts due to our suppliers that elect to participate in SCF programs are included in the line items Accounts payable and Other current liabilities in our consolidated balance sheets and the activity is reflected in net cash provided by operating activities in our consolidated statements of cash flows. Based on correspondence with the financial institutions that are involved with our two primary SCF programs, while the amount suppliers elect to sell to the financial institutions varies from period to period, the amount generally averages approximately 19% to 21% of our accounts payable balance.

We also participate in certain vendor financing and commercial card programs to support our travel and entertainment expenses and smaller vendor purchases. Amounts outstanding under these programs are classified as debt primarily because we receive the benefit of extended payment terms and a rebate from the financial institution that we would not have otherwise received without the financial institution’s involvement. We also have the Receivables Securitization Facility that allows for borrowing availability based on underlying accounts receivable eligibility and compliance with certain covenants. See “Note 12. Debt” of the Notes to Consolidated Financial Statements included in Exhibit 99.6 to the Current Form 8-K for a discussion of our Receivables Securitization Facility and the amount outstanding under our vendor financing and commercial card programs.

Cash Flow Activity

	Nine Months Ended
(In millions)	June 30,
	2024			2023
Net cash provided by operating activities	$	726.9		$	1,243.6
Net cash provided by (used for) investing activities	$	221.9		$	(1,522.0	)
Net cash (used for) provided by financing activities	$	(864.1	)	$	336.2

Net cash provided by operating activities during the nine months ended June 30, 2024 decreased $516.7 million compared to the nine months ended June 30, 2023 primarily due to lower earnings, excluding the goodwill impairment and restructuring and other costs, net, and $191.4 million of increased working capital usage compared to the prior year period.

Net cash provided by investing activities of $221.9 million in the nine months ended June 30, 2024 consisted primarily of $860.0 million of proceeds from the collection of an installment note receivable related to our Timber Notes and $151.2 million of proceeds from the sale of property, plant and equipment primarily for the sale of our North Charleston, SC and Panama City, FL mills that were partially offset by $823.2 million for capital expenditures. Net cash used for investing activities of $1.5 billion in the nine months ended June 30, 2023 consisted primarily of $853.5 million of cash paid for the purchase of businesses, net of cash acquired, for the Mexico Acquisition and $818.3 million for capital expenditures that were partially offset by partially offset by $43.8 million of proceeds from the sale of an unconsolidated displays joint venture, $36.0 million of proceeds from corporate owned life insurance, $26.3 million of proceeds from the sale of two URB mills, $23.2 million of proceeds from currency forward contracts and $21.7 million of proceeds from the sale of property, plant and equipment. See “Note 3. Acquisitions” of the Notes to Consolidated Financial Statements included in Exhibit 99.6 to the Current Form 8-K for additional information on the Mexico Acquisition.

In the nine months ended June 30, 2024, net cash used for financing activities of $864.1 million consisted primarily of a $774.0 million payment of a secured financing liability related to our Non-recourse Liabilities, and cash dividends paid to stockholders of $233.7 million which were partially offset by a net increase in debt of $155.5 million. In the nine months ended June 30, 2023, net cash provided by financing activities of $336.2 million consisted primarily of a net increase in debt of $561.1 million which was partially offset by cash dividends paid to stockholders of $210.8 million. The increase in debt in the nine months ended June 30, 2023 was primarily in connection with the Mexico Acquisition. See “Note 3. Acquisitions” of the Notes to Consolidated Financial Statements included in Exhibit 99.6 to the Current Form 8-K for additional information on the Mexico Acquisition.

See “Note 15. Special Purpose Entities” of the Notes to Consolidated Financial Statements included in Exhibit 99.6 to the Current Form 8-K for additional information on the installment note receivable and secured financing liability referenced above.

In April 2024, our board of directors declared a quarterly dividend of $0.3025 per share that was paid in May 2024. In February 2024 and November 2023, we paid a quarterly dividend of $0.3025 per share, representing a $1.21 per share annualized dividend, or an increase of 10% from the prior year. In May 2023, February 2023 and November 2022, we paid a quarterly dividend of $0.275 per share.

Prior to the Transaction, we had a share repurchase program that was indefinitely suspended upon entry into the Transaction Agreement. In the nine months ended June 30, 2024 and 2023, we had no share repurchases under these programs. See “Note 17. Equity and Other Comprehensive (Loss) Income — Equity — Stock Repurchase Program” of the Notes to Consolidated Financial Statements included in Exhibit 99.6 to the Current Form 8-K for additional information.

The U.S. federal, state and foreign net operating losses and other U.S. federal and state tax credits available to us aggregated approximately $41 million in future potential reductions of U.S. federal, state and foreign cash taxes at the end of the previous fiscal year. These items are primarily for foreign and state net operating losses and credits that generally will be utilized between fiscal 2024 and 2042. Our cash tax rate is highly dependent on our taxable income, utilization of net operating losses and credits, changes in tax laws or tax rates, capital expenditures and other factors.

We made contributions of $16.4 million to our qualified and supplemental defined benefit pension plans during the nine months ended June 30, 2024. We have made contributions and expect to continue to make contributions in the coming years to our pension plans in order to ensure that our funding levels remain adequate in light of projected liabilities and to meet the requirements of the Pension Protection Act of 2006 and other regulations. Our pension plans in the U.S. are overfunded, and we had a $645.6 million pension asset on our consolidated balance sheet as of June 30, 2024.

In the normal course of business, we evaluate our potential exposure to MEPPs, including with respect to potential withdrawal liabilities. In fiscal 2018, we submitted formal notification to withdraw from certain MEPPs, including PIUMPF, and recorded estimated withdrawal liabilities for each. We also have liabilities associated with other MEPPs from which we, or legacy companies, have withdrawn in the past. In fiscal 2024, we expect to pay approximately $11 million in withdrawal liabilities, excluding 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 liability, both individually and in the aggregate, is not material for the remaining plans in which we participate.

At June 30, 2024 and September 30, 2023, we had recorded withdrawal liabilities of $208.9 million and $203.2 million, respectively, including liabilities associated with PIUMPF’s accumulated funding deficiency demands. See “Note 5. Retirement Plans — MEPPs” of the Notes to Consolidated Financial Statements included in Exhibit 99.6 to the Current Form 8-K for more information regarding these liabilities.

Guarantor Summarized Financial Information

WRKCo, Inc. (the “Issuer”), a wholly owned subsidiary of WestRock Company (“Parent”), has issued the following debt securities pursuant to offerings registered under the Securities Act of 1933, as amended (collectively for purposes of this subsection, the “Notes”) (in millions, except percentages):

Aggregate Principal Amount		Stated Coupon Rate			Maturity Date
$	600		3.750	%	March 2025
$	750		4.650	%	March 2026
$	500		3.375	%	September 2027
$	600		4.000	%	March 2028
$	500		3.900	%	June 2028
$	750		4.900	%	March 2029
$	500		4.200	%	June 2032
$	600		3.000	%	June 2033

Upon issuance, the Notes maturing in 2025, 2027 and March 2028 were fully and unconditionally guaranteed by two other wholly owned subsidiaries of Parent: WestRock RKT, LLC and MWV, together, (the “Guarantor Subsidiaries”). Parent has also fully and unconditionally guaranteed these Notes. The remaining Notes were issued by the Issuer subsequent to the consummation of the acquisition of KapStone Paper and Packaging Corporation in November 2018 and were fully and unconditionally guaranteed at the time of issuance by the Parent and the Guarantor Subsidiaries. Accordingly, each series of the Notes is fully and unconditionally guaranteed on a joint and several basis by the Parent and the Guarantor Subsidiaries (together, the “Guarantors”). Collectively, the Issuer and the Guarantors are the “Obligor Group”.

For additional information regarding the notes, related indentures and other information, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Guarantor Summarized Financial Information” in our Fiscal 2023 Form 10-K.

Pursuant to amended Rule 3-10 of Regulation S-X, the summarized financial information below is presented for the Obligor Group on a combined basis after the elimination of intercompany balances and transactions among the Obligor Group and equity in earnings from and investments in the non-Guarantor Subsidiaries. The summarized financial information below should be read in conjunction with the Company’s consolidated financial statements contained herein as the summarized financial information may not necessarily be indicative of results of operations or financial position had the subsidiaries operated as independent entities (in millions).

SUMMARIZED STATEMENT OF OPERATIONS

	Nine Months Ended
(In millions)	June 30, 2024
Net sales to unrelated parties	$	1,093.1
Net sales to non-Guarantor Subsidiaries	$	932.9
Gross profit	$	783.2
Interest expense, net with non-Guarantor Subsidiaries	$	(369.3	)
Net loss and net loss attributable to the Obligor Group	$	(164.0	)

SUMMARIZED BALANCE SHEETS

(In millions)	June 30, 2024		September 30, 2023
ASSETS
Current amounts due from non-Guarantor Subsidiaries	$	227.8	$	—
Other current assets		176.6		192.4
Total current assets	$	404.4	$	192.4

Noncurrent amounts due from non-Guarantor Subsidiaries	$	240.9	$	262.2
Other noncurrent assets ⁽¹⁾		1,577.2		1,607.9
Total noncurrent assets	$	1,818.1	$	1,870.1

LIABILITIES
Current amounts due to non-Guarantor Subsidiaries	$	1,316.1	$	1,106.2
Other current liabilities		1,211.4		427.4
Total current liabilities	$	2,527.5	$	1,533.6

Noncurrent amounts due to non-Guarantor Subsidiaries	$	6,613.2	$	6,472.6
Other noncurrent liabilities		6,416.9		7,056.6
Total noncurrent liabilities	$	13,030.1	$	13,529.2

⁽¹⁾	Other noncurrent assets includes aggregate goodwill and intangibles, net of $1,322.0 million and $1,395.5 million as of June 30, 2024 and September 30, 2023, respectively.

New Accounting Standards

See “Note 1. Basis of Presentation and Significant Accounting Policies” of the Notes to Consolidated Financial Statements for a description of recent accounting pronouncements.

DEFINITIONS AND NON-GAAP FINANCIAL MEASURES

Definitions

We calculate cost savings as the year-over-year change in certain costs incurred for manufacturing, procurement, logistics, and SG&A, in each case excluding the impact of economic downtime and inflation. Cost savings achieved to date may not recur in future periods, and estimates of future savings are subject to change.

Non-GAAP Financial Measures

We report our financial results in accordance with GAAP. However, management believes certain non-GAAP financial measures provide additional meaningful financial information that may be relevant when assessing our ongoing performance. Non-GAAP financial measures should be viewed in addition to, and not as an alternative to, our GAAP results. The non-GAAP financial measures we present may differ from similarly captioned measures presented by other companies.

We use the non-GAAP financial measures “Adjusted Net Income” and “Adjusted Earnings Per Diluted Share”. Management believes these measures provide our management, board of directors, investors, potential investors, securities analysts and others with useful information to evaluate our performance because they exclude restructuring and other costs, net, business systems transformation costs and other specific items that management believes are not indicative of the ongoing operating results of the business. We and our board of directors use this information when making financial, operating and planning decisions and when evaluating our performance relative to other periods. We believe that the most directly comparable GAAP measures to Adjusted Net Income and Adjusted Earnings Per Diluted Share are Net income (loss) attributable to common stockholders and Earnings (loss) per diluted share, respectively.

Set forth below is a reconciliation of the non-GAAP financial measure Adjusted Earnings Per Diluted Share to Earnings (loss) per diluted share, the most directly comparable GAAP measure (in dollars per share) for the periods indicated.

	Three Months Ended						Nine Months Ended
	June 30,						June 30,
	2024			2023			2024			2023
Earnings (loss) per diluted share	$	0.32		$	0.79		$	0.29		$	(6.88	)
Impairment of goodwill		—			—			—			7.16
Restructuring and other costs, net		(0.05	)		0.14			0.37			1.52
Business systems transformation costs		0.04			0.07			0.17			0.18
Losses at closed facilities		0.02			0.02			0.08			0.04
Accelerated depreciation on certain consolidated facilities		—			—			0.02			—
Work stoppages		—			—			0.01			0.23
Loss on consolidation of previously held equity method investment net of deferred taxes		—			—			—			0.09
Acquisition accounting inventory related adjustments		—			—			—			0.04
Gain on sale of business		(0.02	)		—			(0.02	)		—
Gain on sale of airplane		—			—			(0.02	)		—
Gain on sale of unconsolidated entity		—			(0.07	)		—			(0.07	)
Multiemployer pension withdrawal income		—			(0.04	)		—			(0.04	)
Gain on sale of two uncoated recycled paperboard mills		—			—			—			(0.03	)
Brazil indirect tax claim		—			(0.02	)		—			(0.02	)
Adjustment to reflect adjusted earnings on a fully diluted basis		—			—			—			(0.01	)
Adjusted Earnings Per Diluted Share	$	0.31		$	0.89		$	0.90		$	2.21

The as reported results in the table below for Pre-Tax, Tax and Net of Tax are equivalent to the line items “Income (loss) before income taxes”, “Income tax benefit” and “Consolidated net income (loss)”, respectively, as reported on the consolidated statements of operations. Set forth below are reconciliations of Adjusted Net Income to the most directly comparable GAAP measure, Net income (loss) attributable to common stockholders (represented in the table below as the as reported results for Consolidated net income (loss) (i.e., Net of Tax) less Net income attributable to noncontrolling interests), for the periods indicated (in millions):

	Three Months Ended									Nine Months Ended
	June 30, 2024									June 30, 2024
	Pre-Tax			Tax			Net of Tax			Pre-Tax			Tax			Net of Tax
As reported	$	123.8		$	(42.7	)	$	81.1		$	113.2		$	(38.4	)	$	74.8
Restructuring and other costs, net		(17.6	)		3.9			(13.7	)		129.1			(32.2	)		96.9
Business systems transformation costs ⁽¹⁾		14.9			(3.7	)		11.2			60.0			(14.7	)		45.3
Losses at closed facilities ⁽¹⁾		8.5			(2.1	)		6.4			26.0			(6.4	)		19.6
Accelerated depreciation on certain consolidated facilities		1.9			(0.5	)		1.4			6.7			(1.6	)		5.1
Work stoppages ⁽¹⁾		—			—			—			1.8			(0.5	)		1.3
Loss on sale of RTS and Chattanooga		—			—			—			1.5			(0.4	)		1.1
Gain on sale of business		(8.1	)		2.0			(6.1	)		(8.1	)		2.0			(6.1	)
Gain on sale of airplane		—			—			—			(6.2	)		1.5			(4.7	)
Gain on sale of unconsolidated entities, net ⁽¹⁾		—			—			—			(1.0	)		0.2			(0.8	)
Other		—			—			—			0.3			(0.1	)		0.2
Adjusted Results	$	123.4		$	(43.1	)	$	80.3		$	323.3		$	(90.6	)	$	232.7
Noncontrolling interests								1.0									0.4
Adjusted Net Income							$	81.3								$	233.1

⁽¹⁾

These footnoted items represent the "Other adjustments" reported in the additional segment information table in our segment footnote. The “Losses at closed facilities” line for the three and nine months ended June 30, 2024, includes $2.1 million and $4.7 million, respectively, of depreciation and amortization. See “Note 7. Segment Information” of the Notes to Consolidated Financial Statements included in Exhibit 99.6 to the Current Form 8-K for additional information.

	Three Months Ended									Nine Months Ended
	June 30, 2023									June 30, 2023
	Pre-Tax			Tax			Net of Tax			Pre-Tax			Tax			Net of Tax
As reported	$	270.4		$	(67.3	)	$	203.1		$	(1,796.1	)	$	41.2		$	(1,754.9	)
Impairment of goodwill		—			—			—			1,893.0			(63.2	)		1,829.8
Restructuring and other costs, net		47.6			(11.6	)		36.0			515.5			(126.3	)		389.2
Work stoppages ⁽¹⁾		—			—			—			77.8			(19.1	)		58.7
Business systems transformation costs ⁽¹⁾		22.6			(5.6	)		17.0			60.3			(14.8	)		45.5
Loss on consolidation of previously held equity method investment net of deferred taxes ⁽¹⁾		—			—			—			46.8			(22.2	)		24.6
Acquisition accounting inventory related adjustments ⁽¹⁾		—			—			—			13.1			(3.2	)		9.9
Losses at closed facilities ⁽¹⁾		8.3			(2.1	)		6.2			12.0			(2.9	)		9.1
Gain on sale of unconsolidated entity ⁽¹⁾		(19.2	)		2.0			(17.2	)		(19.2	)		2.0			(17.2	)
Multiemployer pension withdrawal income		(12.2	)		3.0			(9.2	)		(12.2	)		3.0			(9.2	)
Gain on sale of two uncoated recycled paperboard mills		(0.1	)		—			(0.1	)		(11.2	)		2.8			(8.4	)
Brazil indirect tax claim ⁽¹⁾		(9.1	)		3.1			(6.0	)		(9.1	)		3.1			(6.0	)
Other ⁽¹⁾		—			—			—			0.6			(0.1	)		0.5
Adjusted Results	$	308.3		$	(78.5	)	$	229.8		$	771.3		$	(199.7	)	$	571.6
Noncontrolling interests								(1.1	)								(3.9	)
Adjusted Net Income							$	228.7								$	567.7

⁽¹⁾

These footnoted items represent the "Other adjustments" reported in the additional segment information table in our segment footnote. The “Losses at closed facilities” line for the three and nine months ended June 30, 2023, includes $0.5 million and $1.2 million, respectively, of depreciation and amortization, and the Brazil indirect tax claim includes $4.7 million of interest income in each period. See “Note 7. Segment Information” of the Notes to Consolidated Financial Statements included in Exhibit 99.6 to the Current Form 8-K for additional information.

We also use the non-GAAP financial measure “Consolidated Adjusted EBITDA”, along with other measures such as Adjusted EBITDA (a GAAP measure of segment performance our CODM uses to evaluate our segment results), to evaluate our overall performance. The composition of Adjusted EBITDA is not addressed or prescribed by GAAP.

Management believes that the most directly comparable GAAP measure to Consolidated Adjusted EBITDA is "Net income (loss) attributable to common stockholders". Management believes this measure provides our management, board of directors, investors, potential investors, securities analysts and others with useful information to evaluate our performance because it excludes restructuring and other costs, net, business systems transformation costs and other specific items that management believes are not indicative of the ongoing operating results of the business. We and our board of directors use this information in making financial, operating and planning decisions and when evaluating our performance relative to other periods.

Set forth below is a reconciliation of the non-GAAP financial measure Consolidated Adjusted EBITDA to Net income (loss) attributable to common stockholders for the periods indicated (in millions).

	Three Months Ended						Nine Months Ended
	June 30,						June 30,
	2024			2023			2024			2023
Net income (loss) attributable to common stockholders	$	82.1		$	202.0		$	75.2		$	(1,758.8	)
Adjustments: ⁽¹⁾
Less: Net income (loss) attributable to noncontrolling interests		(1.0	)		1.1			(0.4	)		3.9
Income tax expense (benefit)		42.7			67.3			38.4			(41.2	)
Other expense (income), net		16.9			(1.4	)		35.1			(8.8	)
Interest expense, net		107.7			108.1			309.9			313.8
Restructuring and other costs, net		(17.6	)		47.7			129.1			515.6
Impairment of goodwill		—			—			—			1,893.0
Multiemployer pension withdrawal income		—			(12.2	)		—			(12.2	)
Loss on sale of RTS and Chattanooga		—			—			1.5			—
Depreciation, depletion and amortization		394.6			382.5			1,164.8			1,151.5
Other adjustments		21.3			6.8			82.1			185.8
Consolidated Adjusted EBITDA	$	646.7		$	801.9		$	1,835.7		$	2,242.6

⁽¹⁾	The table above adds back expense or subtracts income for certain financial statement and segment footnote items to compute Consolidated Adjusted EBITDA.

The non-GAAP measure Consolidated Adjusted EBITDA can also be derived by adding together each segment's "Adjusted EBITDA" plus "Non-allocated expenses" from our segment footnote. See “Note 7. Segment Information” of the Notes to Consolidated Financial Statements included in Exhibit 99.6 to the Current Form 8-K.

Forward-Looking Statements

Statements in this Exhibit 99.6 that do not relate strictly to historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on the Company’s current expectations, beliefs, plans or forecasts and use words such as “may”, “will”, “could”, “should”, “would”, “anticipate”, “intend”, “estimate”, “project”, “plan”, “believe”, “expect”, “target”, "prospects", “potential”, "commit" and "forecast", or words of similar import or meaning or refer to future time periods. Forward-looking statements involve estimates, expectations, projections, goals, targets, forecasts, assumptions, risks and uncertainties. A forward-looking statement is not a guarantee of future performance, and actual results could differ materially from those contained in the forward-looking statement.

Forward-looking statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control, such as developments related to pricing cycles and volumes; economic, competitive and market conditions generally, including macroeconomic uncertainty, customer inventory rebalancing, the impact of inflation and increases in energy, raw materials, shipping, labor and capital equipment costs; reduced supply of raw materials, energy and transportation, including from supply chain disruptions and labor shortages; intense competition; results and impacts of acquisitions, including operational and financial effects from the Mexico Acquisition and divestitures; business disruptions, including the occurrence of severe weather or a natural disaster or other unanticipated problems, such as labor difficulties, equipment failure or unscheduled maintenance and repair or public health crises; failure to respond to changing customer preferences and to protect our intellectual property; the amount and timing of capital expenditures, including installation costs, project development and implementation costs, and costs related to resolving disputes with third parties with which we work to manage and implement capital projects; risks related to international sales and operations; the production of faulty or contaminated products; the loss of certain customers; adverse legal, reputational, operational and financial effects resulting from information security incidents and the effectiveness of business continuity plans during a ransomware or other cyber incident; work stoppages and other labor relations difficulties; inability to attract, motivate and retain qualified personnel, including as a result of the Transaction; risks associated with sustainability and climate change, including our ability to achieve sustainability targets and commitments and realize climate-related opportunities on announced timelines or at all; our inability to successfully identify and make performance improvements and deliver cost savings and risks associated with completing strategic projects on anticipated timelines and realizing anticipated financial or operational improvements on announced timelines or at all, including with respect to our business systems transformation; risks related to the Transaction, costs associated with the Transaction, and integration difficulties; risks related to our indebtedness, including increases in interest rates; the scope, costs, timing and impact of any restructuring of our operations and corporate and tax structure; the scope, timing and outcome of any litigation, claims or other proceedings or dispute resolutions and the impact of any such litigation (including with respect to the Brazil tax liability matter); and additional impairment charges. Such risks and other factors that may impact forward-looking statements are discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023, in our subsequent filings with the SEC, in the Registration Statement and in Smurfit Westrock’s subsequent filings with the SEC. The information contained herein speaks as of the date hereof, and the Company does not have or undertake any obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law. Forward-looking statements, including projections herein, could also change as a result of consummation of the Transaction.

Exhibit 99.9

UNAUDITED CONDENSED PRO FORMA COMBINED FINANCIAL INFORMATION

On April 26, 2024, the United States Securities and Exchange Commission (the “SEC”) declared effective the Registration Statement on Form S-4 (file number 333-278185), as amended (as supplemented by the prospectus filed with the SEC on April 26, 2024, the “Registration Statement”), of Smurfit WestRock Limited, formerly known as Cepheidway Limited and re-registered as an Irish public limited company and renamed Smurfit Westrock plc (the “Company” or “Smurfit Westrock”), to register ordinary shares of $0.001 each in the capital of Smurfit Westrock (the “Smurfit Westrock Shares”) to be issued to the holders of shares of common stock of WestRock Company (“WestRock”), pursuant to a transaction agreement dated as of September 12, 2023 (the “Transaction Agreement”), among Smurfit Westrock, Smurfit Kappa Group plc (“Smurfit Kappa”), WestRock and Sun Merger Sub, LLC (“Merger Sub”) pursuant to which (i) Smurfit Westrock acquired Smurfit Kappa by means of a scheme of arrangement under the Companies Act 2014 of Ireland (as amended) (the “Smurfit Kappa Share Exchange” or the “Scheme”) and (ii) Merger Sub merged with and into WestRock, (the “Merger” and, together with the Smurfit Kappa Share Exchange, the “Combination”).

Pursuant to the Transaction Agreement, 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”). On July 5, 2024, pursuant to a High Court-ordered transfer scheme of arrangement, the Company issued 261,094,836 ordinary shares to the former shareholders of Smurfit Kappa in exchange for their shares in Smurfit Kappa. Also on July 5, 2024 and pursuant to the Transaction Agreement, 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 shareholders.

The Combination closed on July 5, 2024, subsequent to the fiscal quarter ended June 30, 2024. A detailed description of the terms of the Combination is included in the Registration Statement. 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.

On April 3, 2024, Smurfit Kappa Treasury (a wholly owned subsidiary of Smurfit Kappa) issued $750 million of 5.200% Senior Notes due 2030, $1,000 million 5.438% Senior Notes due 2034 and $1,000 million 5.777% Senior Notes due 2054 (the “Financing” or the “Notes”). The net proceeds of the Notes were used to finance the Cash Consideration, fees, commissions, costs and expenses payable in connection with the Combination and for general corporate purposes including the repayment of indebtedness. On June 28, 2024, Smurfit Kappa entered into a multicurrency revolving loan facility in an aggregate principal amount of $4,500 million; the facility remains undrawn. On July 5, 2024, Smurfit Kappa, cancelled its undrawn €1,350 million revolving credit facility. There were no early termination penalties incurred as a result of the termination of this facility. Also, on July 5, 2024, Smurfit Kappa, in exchange for an intercompany loan with WestRock, funded the prepayment and cancellation of the $750 million delayed draw term loan agreement as held by WestRock at that date (the “Term Loan Repayment”).

Basis of Pro Forma Presentation

The following unaudited condensed pro forma combined financial information is intended to illustrate the effect of the Combination, the Financing, and the Term Loan Repayment, based on the historical consolidated financial statements of Smurfit Westrock, Smurfit Kappa and WestRock if they had been consummated at an earlier time. The balance after funding of the Cash Consideration, fees and expenses directly attributable to the Combination, the Financing and the Term Loan Repayment is expected to be used for general corporate purposes including the further repayment of indebtedness. The unaudited condensed pro forma combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

The unaudited condensed pro forma combined balance sheet as of June 30, 2024, combines the historical unaudited condensed consolidated balance sheets of Smurfit Westrock and of Smurfit Kappa with the historical unaudited consolidated balance sheet of WestRock, each as of June 30, 2024, and gives pro forma effect to the Combination and the Term Loan Repayment as if they had been consummated as of June 30, 2024.

The unaudited condensed pro forma combined statement of operations for the six months ended June 30, 2024, combines the historical unaudited consolidated statements of operations of Smurfit Westrock and of WestRock with the historical unaudited condensed consolidated statement of operations of Smurfit Kappa each for the six months ended June 30, 2024. The unaudited consolidated statement of operations of WestRock for the six months ended June 30, 2024 has been derived by subtracting its historical unaudited consolidated statement of operations for the three months ended December 31, 2023, from its historical unaudited consolidated statement of operations for the nine months ended June 30, 2024.

The unaudited condensed pro forma combined statement of operations for the year ended December 31, 2023 combines the historical consolidated statements of operations of Smurfit Kappa and of Smurfit Westrock, both for the year ended December 31, 2023, with the historical consolidated statement of operations of WestRock for the year ended September 30, 2023. The unaudited condensed pro forma combined statements of operations for the six months ended June 30, 2024, and for the year ended December 31, 2023, give pro forma effect to the Combination, the Financing and the Term Loan Repayment as if they had occurred as of January 1, 2023.

The unaudited condensed pro forma combined financial information including the notes thereto are derived from the historical financial statements of Smurfit Westrock, Smurfit Kappa and WestRock and should be read in conjunction with the historical financial statements referenced below, which are included or otherwise incorporated by reference into the Form 8-K to which this unaudited condensed pro forma combined financial information is attached:

Smurfit Westrock’s unaudited consolidated interim financial statements and the notes thereto as of and for the six months ended June 30, 2024, which are included in the Smurfit Westrock Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024;

Smurfit Westrock’s audited consolidated financial statements and the notes thereto as of and for the year ended December 31, 2023, which are included in the Registration Statement;

Smurfit Kappa’s unaudited condensed consolidated financial statements and the notes thereto as of and for the six months ended June 30, 2024, which are included as an exhibit to the Smurfit Westrock current report on Form 8-K dated August 9, 2024;

Smurfit Kappa’s audited consolidated financial statements and the notes thereto as of and for the year ended December 31, 2023, which are included in the Registration Statement;

WestRock’s unaudited consolidated financial statements and the notes thereto, as of and for the three months ended December 31, 2023, which are included in the WestRock Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2023;

WestRock’s unaudited consolidated financial statements and the notes thereto, as of and for the nine months ended June 30, 2024; and

WestRock’s audited consolidated financial statements and the notes thereto as of and for the year ended September 30, 2023, which are included in WestRock’s Annual Report on Form 10-K for the year ended September 30, 2023.

The unaudited condensed pro forma combined financial information was prepared using the acquisition method of accounting for the Merger in accordance with ASC 805, Business Combinations (“ASC 805”). Following the Combination, Smurfit Westrock is the successor to Smurfit Kappa. Until just prior to consummation of the Combination, Smurfit Westrock had no historical operations nor traded or carried out any business of its own since its incorporation other than activities related to its formation and in anticipation of the combination with WestRock. Immediately following the Scheme and prior to the Merger, the ownership of Smurfit Westrock was the same as that of Smurfit Kappa. As Smurfit Westrock had no historical operations (other than activities related to its formation and in anticipation of the combination with WestRock) or material assets prior to the Smurfit Kappa Share Exchange and as the Smurfit Kappa Share Exchange was a share for share exchange and involved no cash consideration, in accordance with ASC 805, the Smurfit Kappa Share Exchange is not a business combination and did not give rise to any goodwill or change in accounting basis.

In accordance with ASC 805, as Smurfit Westrock had no historical operations other than activities related to its formation and in anticipation of the combination with WestRock and no material assets prior to the Smurfit Kappa Share Exchange, Smurfit Kappa was treated as the accounting acquirer of WestRock based primarily upon the following: (1) the former Smurfit Kappa Shareholders hold a majority of the common stock of Smurfit Westrock upon Completion; (2) a majority of the members of the Smurfit Westrock Board following the Combination, including the Chair of the Smurfit Westrock Board, are former members of the Smurfit Kappa Board of Directors; (3) the Group Chief Executive Officer and the Group Chief Financial Officer of Smurfit Kappa serve as President and Group Chief Executive Officer and Executive Vice President and Group Chief Financial Officer respectively, of Smurfit Westrock following the Combination; and (4) WestRock Stockholders received the Merger Consideration (including the Cash Consideration) while Smurfit Kappa shareholders received one new share in Smurfit Westrock for each of their Smurfit Kappa shares pursuant to the Smurfit Kappa Share Exchange.

The pro forma purchase price allocation of WestRock’s assets acquired and liabilities assumed is based on preliminary estimates of the fair values of the assets acquired and liabilities assumed, and the unaudited condensed pro forma combined financial information is based upon available information and certain assumptions of Smurfit Kappa management as of the date of this current report. The assumptions and estimates used to determine the pro forma adjustments including the preliminary purchase price allocation and fair value adjustments are described in the notes accompanying the unaudited condensed pro forma combined financial information. The completion of the valuation, accounting for the Merger and the allocation of the purchase price may be different than that of the amounts reflected in the pro forma purchase price allocation, and any differences could be material. Such differences could affect the allocation of the purchase price, which may affect the value assigned to the tangible or intangible assets, deferred tax assets and liabilities and amount of depreciation and amortization expense and income tax expense/benefit recorded in the unaudited condensed pro forma combined statement of operations.

Smurfit WestRock is currently evaluating differences between legacy Smurfit Kappa and WestRock accounting policies and classifications to make any necessary adjustments to harmonize the combined company's accounting policies and financial statement presentation, and the pro forma adjustments reflect those made to date. The pro forma adjustments are based on information currently available as of the date of this unaudited condensed pro forma combined financial information and are subject to change as additional information becomes available and analyses are performed. The assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used in presenting the unaudited condensed pro forma combined financial information.

The unaudited condensed pro forma combined financial information does not reflect any anticipated revenue enhancements, cost savings, or operating synergies that Smurfit Westrock may achieve as a result of the Combination, the total expected costs to integrate the operations of WestRock or the total expected costs necessary to achieve such revenue enhancements, cost savings, or operating synergies. Smurfit Westrock has elected not to present Management’s Adjustments and has only presented Transaction Accounting Adjustments in the following unaudited condensed pro forma combined financial information.

The unaudited condensed pro forma combined financial information is provided for informational purposes only and it does not purport to indicate the financial position or results of operations that would have actually resulted had the Combination, the Financing and the Term Loan Repayment been completed on the assumed dates or for the periods presented, nor should it be taken as indicative of the future financial position or results of operations of Smurfit Westrock. The unaudited condensed pro forma combined financial information has been prepared and rounded to the nearest million. Due to rounding, numbers presented may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.

UNAUDITED CONDENSED PRO

FORMA COMBINED BALANCE SHEET AS OF JUNE 30, 2024

($ in millions)

	Smurfit Westrock Historical		Smurfit Kappa Historical			WestRock Company Historical (Note 2)			Reclassification adjustments			(Notes)	Transaction Accounting Adjustments – Purchase Accounting			(Notes)	Transaction Accounting Adjustments – Term Loan Repayment			(Notes)	Pro Forma Combined Smurfit Westrock
ASSETS
Current assets:
Cash and cash equivalents	$	-	$	3,325		$	461		$	-			$	(1,433	)	7a	$	(751	)	7a	$	1,602
Accounts receivable		-		1,981			2,554			-				(29	)	7f		-				4,506
Inventories		-		1,184			2,277			432		4c		(69	)	7b		-				3,824
Other current assets		-		586			767			-				(4	)	7k		4		7n		1,353
Assets held for sale		-		-			23			-				-				-				23
Total current assets	$	-	$	7,076		$	6,082		$	432			$	(1,535	)		$	(747	)		$	11,308
Property plant and equipment, net		-		5,576			11,058			(290	)	4c, 4f		6,866		7i		-				23,210
Goodwill		-		2,757			4,232			-				(704	)	7d		-				6,285
Intangibles, net		-		207			2,344			-				(1,519	)	7c		-				1,032
Prepaid pension asset		-		-			646			-				(89	)	7o		-				557
Other non-current assets		-		616			2,044			(142	)	4f		(172	)	7e, 7j, 7k		14		7n		2,360
Total assets	$	-	$	16,232		$	26,406		$	-			$	2,847			$	(733	)		$	44,752
Liabilities and Equity
Current liabilities:
Accounts payable	$	-	$	1,545		$	2,228		$	(227	)	4g	$	(29	)	7f	$	-			$	3,517
Accrued compensation and benefits		-		387			478			-				-				-				865
Current portion of debt		-		387			1,190			-				-				-				1,577
Other current liabilities		-		756			872			227		4g		(23	)	7l		17		7g, 7n		1,849
Total current liabilities	$	-	$	3,075		$	4,768		$	-			$	(52	)		$	17			$	7,808
Non-current debt due after one year		-		6,045			-			7,624		4a		(71	)	7m		(750	)	7g		12,848
Long-term debt due after one year		-		-			7,624			(7,624	)	4a		-				-				-
Deferred tax liabilities		-		-			-			2,395		4b		669		7e		-				3,064
Deferred income taxes				-			2,115			(2,115	)	4b		-				-				-
Pension liabilities, net of current portion		-		-			188			(188	)	4d		-				-				-
Postretirement benefits liabilities, net of current portion		-		-			99			(99	)	4e		-				-				-
Pension liabilities and other postretirement benefits, net of current portion		-		491			-			287		4d, 4e		8		7o		-				786
Other non-current liabilities		-		680			1,795			(280	)	4b		-				-				2,195
Total liabilities	$	-	$	10,291		$	16,589		$	-			$	554			$	(733	)		$	26,701
Equity:
Common stock		-		-			3			-				(3	)	7h		-				-
Preferred stock		-		-			-			-				-		7h		-				-
Deferred Shares		-		-			-			-				-		7h		-				-
Convertible Class A, B, C&D stock		-		-			-			-				-				-				-
Treasury stock, at cost		-		(93	)		-			-				-				-				(93	)
Capital in excess of par value		-		3,580			10,725			-				1,482		7h		-				15,787
Accumulated other comprehensive loss		-		(1,071	)		(1,044	)		-				1,044		7h		-				(1,071	)
Retained earnings		-		3,509			116			-				(230	)	7h		-				3,395
Total stockholders’ equity	$	-	$	5,925		$	9,800		$	-			$	2,293			$	-			$	18,018
Non-controlling interests		-		16			17			-				-				-				33
Total equity		-		5,941			9,817			-				2,293				-				18,051
Total liabilities and equity	$	-	$	16,232		$	26,406		$	-			$	2,847			$	(733	)		$	44,752

See the accompanying notes to the unaudited condensed pro forma combined financial information, which are an integral part hereof.

UNAUDITED CONDENSED PRO

FORMA COMBINED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2024

($ in millions, except share and per share data)

	Smurfit Westrock Historical		Smurfit Kappa Historical			WestRock Company Historical (Notes 2 and 3)			Reclassification adjustments			(Notes)	Transaction Accounting Adjustments – Purchase Accounting			(Notes)	Transaction Accounting Adjustments – Financing			(Notes)	Pro Forma Combined Smurfit Westrock			(Notes)
Net sales	$	-	$	5,899		$	9,535		$	110		4j	$	(94	)	8a	$	-			$	15,450
Cost of goods sold		-		(4,496	)		(7,921	)		(110	)	4j		(57	)	8a, 8b		-				(12,584	)
Gross profit		-		1,403			1,614			-				(151	)			-				2,866
Selling, general and administrative expenses		-		(769	)		-			(1,182	)	4h, 4i		125		8c		-				(1,826	)
Selling, general and administrative expense excluding intangible amortization		-		-			(1,024	)		1,024		4h		-				-				-
Selling, general and administrative intangible amortization expense		-		-			(158	)		158		4i		-				-				-
Transaction-related expenses associated with the Combination		-		(83	)		-			(46	)	4k		-				-				(129	)
Restructuring and other costs, net		-		-			(63	)		46		4k		-				-				(17	)
Operating profit (loss)		-		551			369			-				(26	)			-				894
Pension and other postretirement non-service expense, net		-		(39	)		-			(4	)	4l		17		8g		-				(26	)
Pension and other postretirement non-service cost		-		-			(4	)		4		4l		-				-				-
Interest expense, net		-		(58	)		(209	)		-				(6	)	8e		(15	)	8f		(288	)
Loss on sale of RTS and Chattanooga		-		-			(3	)		-				-				-				(3	)
Other expense, net		-		-			(30	)		-				-				-				(30	)
Equity in income of unconsolidated entities		-		-			7			-				-				-				7
Income (loss) before income taxes		-		454			130			-				(15	)			(15	)			554
Income tax (expense) benefit		-		(131	)		(32	)		-				2		8h		2		8h		(159	)
Net income (loss)	$	-	$	323		$	98		$	-			$	(13	)		$	(13	)		$	395
Less: Net income attributable to non-controlling interests		-		-			-			-				-				-				-
Net income (loss) attributable to common stockholders	$	-	$	323		$	98		$	-			$	(13	)		$	(13	)		$	395
Basic earnings per share attributable to common stockholders			$	1.25																	$	0.76		8i
Diluted earnings per share attributable to common stockholders			$	1.24																	$	0.75		8i

See the accompanying notes to the unaudited condensed pro forma combined financial information, which are an integral part hereof.

UNAUDITED CONDENSED PRO

FORMA COMBINED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2023

($ in millions, except share and per share data)

	Smurfit Westrock Historical		Smurfit Kappa Historical			WestRock Company Historical (Note 2)			Reclassification adjustments			(Notes)	Transaction Accounting Adjustments – Purchase Accounting			(Notes)	Transaction Accounting Adjustments – Financing			(Notes)	Pro Forma Combined Smurfit Westrock			(Notes)
Net sales	$	-	$	12,093		$	20,310		$	193		4p	$	(95	)	8a	$	-			$	32,501
Cost of goods sold		-		(9,039	)		(16,726	)		(193	)	4p		(224	)	8a, 8b		-				(26,182	)
Gross profit		-		3,054			3,584			-				(319	)			-				6,319
Selling, general and administrative expenses		-		(1,599	)		-			(2,356	)	4m, 4n		185		8c		-				(3,770	)
Selling, general and administrative expense excluding intangible amortization		-		-			(2,014	)		2,014		4m		-				-				-
Selling, general and administrative intangible amortization expense		-		-			(342	)		342		4n		-				-				-
Goodwill impairment		-		-			-			(1,893	)	4o		-				-				(1,893	)
Impairment of goodwill and mineral rights		-		-			(1,893	)		1,893		4o		-				-				-
Impairment of other assets		-		(5	)		-			-				-				-				(5	)
Transaction-related expenses associated with the Combination		-		(78	)		-			(11	)	4q		(104	)	8d		-				(193	)
Multiemployer pension withdrawal income		-		-			12			-				-				-				12
Restructuring and other costs, net		-		-			(859	)		11		4q		-				-				(848	)
Operating profit (loss)		-		1,372			(1,512	)		-				(238	)			-				(378	)
Pension and other postretirement non-service expense, net		-		(49	)		-			(22	)	4r		61		8g		-				(10	)
Pension and other postretirement non-service cost		-		-			(22	)		22		4r		-				-				-
Interest expense, net		-		(139	)		(418	)		-				(12	)	8e		(101	)	8f		(670	)
Gain on sale of RTS and Chattanooga		-		-			239			-				-				-				239
Gain on extinguishment of debt		-		-			11			-				-				-				11
Other expense, net		-		(46	)		(6	)		-				-				-				(52	)
Equity in income of unconsolidated entities		-		-			3			-				-				-				3
Income (loss) before income taxes		-		1,138			(1,705	)		-				(189	)			(101	)			(857	)
Income tax (expense) benefit		-		(312	)		60			-				11		8h		12		8h		(229	)
Net income (loss)	$	-	$	826		$	(1,645	)	$	-			$	(178	)		$	(89	)		$	(1,086	)
Less: Net income attributable to non-controlling interests		-		(1	)		(5	)		-				-				-				(6	)
Net income (loss) attributable to common stockholders	$	-	$	825		$	(1,650	)	$	-			$	(178	)		$	(89	)		$	(1,092	)
Basic earnings (loss) per share attributable to common stockholders			$	3.19																	$	(2.11	)	8i
Diluted earnings (loss) per share attributable to common stockholders			$	3.17																	$	(2.11	)	8i

See the accompanying notes to the unaudited condensed pro forma combined financial information, which are an integral part hereof.

Description of the Transaction

On September 12, 2023, Smurfit Kappa Group plc (“Smurfit Kappa”), a public company incorporated in Dublin, Ireland, and WestRock Company (“WestRock”), a public company incorporated in Delaware, announced they had reached a definitive agreement on the terms of a proposed combination (the “Transaction Agreement”). On July 5, 2024, pursuant to the Transaction Agreement between Smurfit Kappa, WestRock, Smurfit WestRock Limited, which has since been renamed Smurfit Westrock plc (the “Company” or “Smurfit Westrock”), and Sun Merger Sub, LLC (“Merger Sub”): (i) Smurfit Westrock acquired Smurfit Kappa by means of a scheme of arrangement (the “Scheme”) 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”).

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. On July 5, 2024, the Company issued 258,228,403 shares to the former shareholders of WestRock in exchange for the net assets of WestRock acquired through the Merger. 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%.

In addition to the Transaction Agreement, Smurfit Kappa completed the Financing which was used to finance among other things, the Cash Consideration and fees and expenses of the Combination. The Financing is reflected in the unaudited historic consolidated Smurfit Kappa balance sheet as of June 30, 2024, while effect has been given in the unaudited condensed pro forma balance sheet to the Term Loan Repayment as if it had occurred on June 30, 2024. The unaudited condensed pro forma combined statements of operations give pro-forma effect to the impact of both the Financing and the Term Loan Repayment as if they had occurred on January 1, 2023.

Basis of Pro Forma Presentation

The unaudited condensed pro forma combined financial information is based on the historical consolidated financial statements of Smurfit Westrock, Smurfit Kappa and WestRock, as adjusted to give pro forma effect to the Combination, the Financing and the Term Loan Repayment. Smurfit Westrock had no material assets prior to the Smurfit Kappa Share Exchange and prior to Completion had not conducted any operations, other than those in connection with its formation and in anticipation of the combination with WestRock.

The unaudited condensed pro forma combined balance sheet as of June 30, 2024, has been prepared as if the Combination and the Term Loan Repayment had occurred on June 30, 2024. WestRock’s fiscal year ended on September 30, 2023, whereas both Smurfit Westrock’s and Smurfit Kappa’s fiscal years ended on December 31, 2023.

The unaudited condensed pro forma combined statements of operations for the six months ended June 30, 2024, and for the year ended December 31, 2023, have been prepared as if the Combination, the Financing and the Term Loan Repayment had occurred on January 1, 2023. The unaudited condensed pro forma combined statement of operations for the six months ended June 30, 2024, has been prepared using (i) Smurfit Westrock and Smurfit Kappa’s respective, unaudited consolidated statements of operations for the six months ended June 30, 2024 and (ii) the unaudited consolidated statement of operations of WestRock for the six months ended June 30, 2024, derived by subtracting its unaudited consolidated statement of operations for the three months ended December 31, 2023, from its unaudited consolidated statement of operations for the nine months ended June 30, 2024.

The unaudited condensed pro forma combined statement of operations for the year ended December 31, 2023, has been prepared by combining annual periods that differ by one fiscal quarter, as permitted by Regulation S-X Article 11-02(c)(3).

As the ownership of Smurfit WestRock was same as that of Smurfit Kappa immediately following the Scheme and prior to the Merger, in accordance with ASC 805 the Scheme did not give rise to any change in accounting basis or values, including any goodwill. The Merger is accounted for, and the unaudited condensed pro forma combined financial information has been prepared, using the acquisition method. The acquisition method is based on ASC 805 and uses the fair value concepts defined in ASC 820, Fair Value Measurements (“ASC 820”). ASC 805 requires, among other things, that most assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. In addition, ASC 805 establishes that the consideration transferred is measured at current market price at the consummation of an acquisition.

As Smurfit Westrock had no material assets prior to the Smurfit Kappa Share Exchange and prior to completion of the Combination had not conducted any operations, other than those in connection with its formation and in anticipation of the combination with WestRock, the fair value of the share consideration transferred was measured using the closing price of the publicly traded Smurfit Kappa ordinary shares at the acquisition date, translated to U.S. dollars (£36.56) using the closing exchange rate as of that date (1.2815).

Under the acquisition method, the WestRock assets acquired and liabilities assumed are recorded as of completion of the Combination at their respective fair values. Financial statements and reported results of operations of Smurfit Westrock issued after completion will reflect these values. Due to the recent completion of the Combination, the determination of the fair values of assets acquired and liabilities assumed are based upon preliminary estimates, which are subject to adjustment as the Company finalizes the valuations. The effect of such adjustments and the impact of differences between the fair values assumed in this unaudited condensed pro forma combined financial information and the final fair values could be material.

The accounting policies under U.S. GAAP used in the preparation of this unaudited condensed pro forma combined financial information are those set forth in Smurfit Kappa’s audited financial statements as of and for the fiscal year ended December 31, 2023. The accounting policies of Smurfit Westrock under U.S. GAAP are described in Note 1 to its historical financial statements as of and for the year ended December 31, 2023. The accounting policies of WestRock under U.S. GAAP are as described in Note l to its historical consolidated financial statements as of and for the year ended September 30, 2023, which are included in WestRock’s Annual Report on Form 10-K for the year ended September 30, 2023.

WestRock Statement of Operations for the six months ended June 30, 2024

The unaudited consolidated statement of operations of WestRock for the six months ended June 30, 2024, has been derived by subtracting its unaudited consolidated statement of operations for the three months ended December 31, 2023, from its unaudited consolidated statement of operations for the nine months ended June 30, 2024. WestRock’s unaudited consolidated financial statements and the notes thereto, as of and for the three months ended December 31, 2023, are included in the WestRock Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2023. WestRock’s unaudited consolidated financial statements and the notes thereto as of and for the nine months ended June 30, 2024 are included as Exhibit 99.6 to the Smurfit Westrock Current Report on Form 8-K/A to which this Exhibit 99.9 is attached.

(in millions)	Nine months ended June 30, 2024			Three months ended December 31, 2023			Six months ended June 30, 2024
Net sales	$	14,155		$	4,620		$	9,535
Cost of goods sold		(11,782	)		(3,861	)		(7,921	)
Gross profit		2,373			759			1,614
Selling, general and administrative expense excluding intangible amortization		(1,551	)		(527	)		(1,024	)
Selling, general and administrative intangible amortization expense		(240	)		(82	)		(158	)
Restructuring and other costs, net		(129	)		(66	)		(63	)
Operating profit		453			84			369
Pension and other postretirement non-service cost		(4	)		-			(4	)
Other expense, net		(35	)		(5	)		(30	)
Interest expense, net		(310	)		(101	)		(209	)
Equity in income of unconsolidated entities		11			4			7
(Loss) gain on sale of RTS and Chattanooga		(2	)		1			(3	)
Income (loss) before income taxes		113			(17	)		130
Income tax expense		(38	)		(6	)		(32	)
Consolidated net income (loss)		75			(23	)		98
Less: net income attributable to noncontrolling interests		-			-			-
Net income (loss) attributable to WestRock Company Stockholders	$	75		$	(23	)	$	98

Reclassification Adjustments

Certain reclassifications have been made to the historical financial statements of WestRock to conform the accounting presentation of WestRock’s historical financial statements to the accounting presentation of the historical Smurfit Kappa consolidated financial statement presentation, in each case for the relevant periods. These reclassifications are included in the column “Reclassification Adjustments” in the unaudited condensed pro forma combined financial information. The following is a summary of the reclassification adjustments made to conform the presentation of WestRock’s historical unaudited consolidated balance sheet as of June 30, 2024, and historical consolidated statements of operations for the six months ended June 30, 2024 and the year ended September 30, 2023, with those of Smurfit Kappa:

Condensed Pro Forma Combined Balance Sheet as of June 30, 2024:

Reclassification of $7,624 million of non-current debt due after one year from long-term debt due after one year.

Reclassification of $2,115 million of deferred tax liabilities from deferred income taxes.

In addition to the above, on the Pro Forma Combined Balance Sheet as of June 30, 2024, there was a reclassification of $280 million of Smurfit Kappa’s deferred tax liabilities from other non-current liabilities.

Reclassification of $432 million of spare parts from property, plant and equipment, net to inventories.

Reclassification of $188 million of pension liabilities and other postretirement benefits, net of current portion from pension liabilities, net of current portion.

Reclassification of $99 million of pension liabilities and other postretirement benefits, net of current portion from postretirement benefit liabilities, net of current portion.

Reclassification of $142 million of machines leased to customers from other non-current assets to property, plant and equipment, net.

Reclassification of $227 million of accrued accounts payable from accounts payable to accrued expenses within other current liabilities.

Condensed Pro Forma Combined Statement of Operations for the six months ended June 30, 2024:

Reclassification of $1,024 million of selling, general and administrative expenses from selling, general and administrative expense excluding intangible amortization.

Reclassification of $158 million of selling, general and administrative expenses from selling, general and administrative intangible amortization expense.

Reclassification of $110 million of recycling revenues from cost of goods sold to net sales.

Reclassification of $46 million of Transaction-related expenses associated with the Combination from restructuring and other costs, net.

Reclassification of $4 million of pension and other postretirement non-service expense, net from pension and other postretirement non-service cost.

Condensed Pro Forma Combined Statement of Operations for the year ended December 31, 2023:

Reclassification of $2,014 million of selling, general and administrative expenses from selling, general and administrative expense excluding intangible amortization.

Reclassification of $342 million of selling, general and administrative expenses from selling, general and administrative intangible amortization expense.

Reclassification of $1,893 million of goodwill impairment from impairment of goodwill and mineral rights.

Reclassification of $193 million of recycling revenues from cost of goods sold to net sales.

Reclassification of $11 million of Transaction-related expenses associated with the Combination from restructuring and other costs, net.

Reclassification of $22 million of pension and other postretirement non-service expense, net from pension and other postretirement non-service cost.

Total Merger Consideration

The Merger Consideration transferred on completion of the Combination has been calculated by reference to Smurfit Kappa’s closing share price of £36.56 on the acquisition date of July 5, 2024, translated to U.S. dollars using the closing exchange rate as of that date.

($ in millions)	Amount
Cash paid for outstanding WestRock Stock (a)	$	1,291
Smurfit Westrock Shares issued to WestRock Stockholders (b)		12,098
Converted WestRock Options and WestRock RSU Awards attributable to pre-Combination service (c)		101
Settlement of pre-existing relationships, trade and other payable and receivable balances with WestRock (d)		(29	)
Aggregate Merger Consideration	$	13,461

(a)

The cash component of the aggregate Merger Consideration is based on 258,228,403 shares of WestRock Stock, (excluding the aggregate of 234,528 shares from the following: (i) WestRock Director Restricted Stock Unit (“RSU”) Awards converted into WestRock Stock immediately prior to the Merger Effective Date (as of July 5, 2024), (ii) former employee settled options, and (iii) vested and unreleased RSU awards) 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 (excluding the WestRock Director RSU Awards, former employee settled options, and vested and unreleased RSU awards, referred to in (a) above) resulting in additional 258,228,403 Smurfit Westrock Shares being issued 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 as of that date. The cash and equity value in respect of these awards within Merger Consideration are included within the pre-combination service, stock-compensation expense in (c) below.

(c)

Certain WestRock options (“WestRock Options”) and WestRock RSU Awards have been replaced by 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 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 and settled options held by former WestRock employees which converted into WestRock Stock immediately prior to the Merger Effective Date.

(d)

Component of Merger Consideration in respect of the settlement for no gain or loss of trading and other receivable and payable balances with WestRock as of the date of the Merger. The purchase consideration has been increased by the amount of the settled Smurfit Kappa receivable ($3 million) in respect of sales to WestRock and has been reduced to account for the effective settlement of accounts payable ($32 million) in respect of trade and other purchases from WestRock. See Notes 6(e) and 7(f) for the elimination of the corresponding WestRock receivable and payable on the acquired balance sheet.

Estimated Preliminary Purchase Price Allocation

Smurfit Westrock management has determined that Smurfit Kappa is the accounting acquirer in the Merger, which will be accounted for under the acquisition method of accounting for business combinations in accordance with ASC 805. The allocation of the preliminary estimated purchase price with respect to the Merger is based upon Smurfit Kappa management’s estimates of and assumptions related to the fair values of WestRock assets to be acquired and liabilities to be assumed as of June 30, 2024, using currently available information. Due to the fact that the unaudited condensed pro forma combined financial information has been prepared based on these preliminary estimates and assumptions, the final purchase price allocation and the resulting effect on WestRock’s financial position and results of operations may differ materially from the pro forma amounts included herein.

As of the date of this current report, Smurfit Kappa has not completed a comprehensive final valuation analysis necessary to determine the fair values of WestRock’s identifiable assets acquired and liabilities assumed. The preliminary purchase price allocation presented below is based on Smurfit Kappa management’s estimate of the fair value of tangible and intangible assets acquired and liabilities assumed using information that is currently available. The excess of the purchase price over the fair value of net assets acquired will be allocated to goodwill. The final allocation of the purchase price will be determined following completion of the Combination based on a comprehensive final evaluation of tangible and intangible assets acquired and liabilities assumed by Smurfit Kappa.

Significant judgment is required to estimate the fair value of tangible and intangible assets acquired, liabilities assumed, as well as the useful life for acquired intangible assets. The fair value estimates and useful life for acquired intangible assets are based on available historical information, future expectations, and assumptions deemed reasonable by Smurfit Kappa management, but are inherently uncertain.

The Company has made a preliminary estimate of the allocation of the preliminary purchase price to the assets acquired and liabilities assumed based on information currently available and will continue to adjust those estimates as additional information pertaining to events or circumstances becomes available. The final determination of the purchase price allocation will be completed as soon as practicable after completion of the Combination (and within the permitted measurement period in accordance with ASC 805, which is up to one year from the acquisition date) and will be based on the fair values of the assets acquired and liabilities assumed as of completion of the Combination. The final amounts allocated to assets acquired and liabilities assumed could differ significantly from the amounts presented in the unaudited condensed pro forma combined financial information.

The following table summarizes the allocation of the estimated preliminary purchase price as of June 30, 2024 (in millions):

(in millions)	Historical Value			Fair Value Adjustments			Estimated Fair Value
Estimated Merger Consideration (Note 5)							$	13,461
Identifiable net assets:
Cash and cash equivalents	$	461		$	-			461
Accounts receivable (e)		2,554			(32	)		2,522
Inventories		2,277			(65	)		2,212
Assets held for sale		23			-			23
Other current assets		767			(4	)		763
Property plant and equipment, net		11,058			6,866			17,924
Goodwill		4,232			(4,232	)		-
Intangibles, net (a)		2,344			(1,519	)		825
Prepaid pension asset		646			(89	)		557
Other non-current assets (b), (c)		2,044			(172	)		1,872
Accounts payable (e)		(2,228	)		3			(2,225	)
Accrued compensation and benefits		(478	)		-			(478	)
Current portion of debt		(1,190	)		-			(1,190	)
Other current liabilities (d)		(872	)		(17	)		(889	)
Non-current debt due after one year		(7,624	)		71			(7,553	)
Deferred tax liabilities (b)		(2,115	)		(669	)		(2,784	)
Pension liabilities and other postretirement benefits, net of current portion		(287	)		(8	)		(295	)
Other non-current liabilities		(1,795	)		-			(1,795	)
Non-controlling interests		(17	)		-			(17	)
Total estimate of identifiable net assets acquired as of June 30, 2024	$	9,800		$	133		$	9,933
Estimated goodwill arising on Merger								3,528
Estimated Merger Consideration							$	13,461

(a)

Preliminary identifiable intangible assets in the unaudited condensed pro forma combined financial information consist of the following:

(in millions)	Preliminary Fair Value		Estimated Useful Lives (years)
Preliminary fair value of intangible assets acquired:
Customer relationships	$	418		10-14
Trade names and trademarks		228		5-10
Developed technology		179		10-15
Intangible assets acquired	$	825

The preliminary fair values of intangible assets are generally determined using income-based methods. The income method used for customer relationships 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 is 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 marketplace 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.

(b)

Deferred tax assets and liabilities were derived based on incremental differences in the book and tax basis created from the preliminary purchase allocation and are calculated at the Irish statutory income tax rate in effect of 12.5%. See Note 7(e).

(c)

Deferred planned major maintenance costs, unamortized contract acquisition and fulfilment costs of WestRock were removed from other non-current assets. Deferred planned major maintenance costs are reflected within the preliminary fair value of acquired property, plant and equipment. See Note 7(j) and 7(k).

(d)

Accrual for the pre-Combination retention payments to current WestRock employees. Of the total retention payments issued, $17 million represents pre-Combination expense, while the remaining portion represents post-Combination compensation expense. The retention payments are conditional on completion of specified periods of post-combination service and were directly attributable to the Combination. As such retention payments were conditional on the recipients remaining in employment of Smurfit Westrock for specified periods post-combination, such costs related to the pre-Combination period have been recorded as a liability on the acquisition balance sheet and are unpaid as of the June 30, 2024 pro forma combined balance sheet. See Note 7(k) for the adjustment to record the accrual in respect of the pre-combination WestRock and Smurfit Kappa total retention payments. See also Note 8(d) for the adjustment to the pro forma combined statement of operations for the year ended December 31, 2023, to give effect to the retention payments related to post-Combination service.

(e)

Being the elimination on acquisition of the WestRock trade and other receivables and payables arising from sales to and purchases from Smurfit Kappa for a net $29 million accounts payable. See Note 5(d).

Adjustments to the Unaudited Condensed Pro Forma Combined Balance Sheet

Adjustments included in the Transaction Accounting Adjustments – Purchase Accounting and Transaction Accounting Adjustments – Term Loan Repayment columns in the accompanying unaudited condensed pro forma combined balance sheet as of June 30, 2024, are as follows:

(a)

Reflects adjustment to cash and cash equivalents:

(in millions)	Amount
Pro forma transaction accounting adjustments – purchase accounting:
Cash paid for outstanding WestRock Stock (i)	$	(1,291	)
Cash paid for WestRock equity awards attributable to pre-Combination service		(10	)
Cash paid for transaction costs (ii)		(132	)
Net pro forma transaction accounting adjustment to cash and cash equivalents	$	(1,433	)
Pro forma transaction accounting adjustments – term loan repayment:
Settlement of $750 million delayed draw term loan (iii)		(751	)
Net pro forma transaction accounting adjustment – term loan repayment to cash and cash equivalents	$	(751	)

(i)

Excludes the cash payment in respect of WestRock Director RSU Awards converted into WestRock Stock, former employee settled options, and vested and unreleased RSU awards (total of $1.2 million) immediately prior to the Merger Effective Date, as described in Note 5. The cash payment for such awards is included with the cash paid for WestRock equity awards attributable to pre-Combination service.

(ii)

Reflects the payment of non-recurring, legal and financial advisory, accounting, consulting and transaction compensation costs of both Smurfit Kappa and WestRock directly attributable to the Combination, excluding retention payments conditional on specified periods of post-Combination service. Total non-recurring transaction costs of Smurfit Kappa are currently estimated to be approximately $263 million. Such costs consist of advisory, legal, accounting and professional fees of $231 million and $32 million in retention payments to current Smurfit Kappa executives related to post-Combination service, which are directly attributable to the Combination. Of this total, $88 million and $83 million were incurred and reflected in Smurfit Kappa’s historical consolidated statements of operations for the year ended December 31, 2023, and the six months ended June 30, 2024 respectively. $36 million were accrued within the Smurfit Kappa consolidated balance sheet as of June 30, 2024. The cash payment reflects the additional statement of operations charge of $92 million plus the payment of the accrued transaction costs of both Smurfit Kappa and WestRock as of June 30, 2024, and excludes the retention bonuses of Smurfit Kappa and WestRock which will be paid over their applicable retention period(s) and have been accrued in the pro forma combined balance sheet as of June 30, 2024 (see Note 7(l)). See Notes 7(h) and 8(d) for the corresponding adjustments to pro forma stockholders’ equity and the condensed pro forma combined statement of operations respectively.

(iii)

Reflects prepayment and cancellation following the Combination of the $750 million delayed draw term loan. The repaid amount including accrued interest of $1 million was $751 million.

(b)

Reflects the preliminary purchase accounting adjustment for inventories based on the acquisition method of accounting.

(in millions)	Amount
Pro forma transaction accounting adjustments – purchase accounting:
Elimination of WestRock’s historical inventories – carrying value	$	(2,277	)
Preliminary fair value of acquired inventories		2,212
Elimination of intercompany profit in inventories		(4	)
Net pro forma transaction accounting adjustment to inventories	$	(69	)

(c)

Reflects the preliminary purchase accounting adjustment for estimated intangibles based on the acquisition method of accounting. Refer to Note 6(a) for additional information on the acquired intangible assets expected to be recognized.

(in millions)	Amount
Pro forma transaction accounting adjustments—purchase accounting:
Elimination of WestRock’s historical net book value of intangible assets	$	(2,344	)
Preliminary fair value of acquired intangibles (Note 6(a))		825
Net pro forma transaction accounting adjustment to intangible assets, net	$	(1,519	)

(d)

The preliminary goodwill adjustment of $(704) million represents the elimination of historical goodwill and recording of the excess of estimated aggregate Merger Consideration over the preliminary fair value of the underlying assets acquired and liabilities assumed.

(in millions)	Amount
Pro forma transaction accounting adjustments —purchase accounting:
Elimination of WestRock’s historical goodwill	$	(4,232	)
Goodwill per preliminary purchase price allocation (Note 6)		3,528
Net pro forma transaction accounting adjustment to goodwill	$	(704	)

(e)

Represents the adjustment to deferred tax assets of $13 million and deferred tax liabilities of $669 million associated with the incremental differences in the book and tax basis created from the preliminary purchase allocation. The deferred tax liabilities arise from the preliminary fair values of tangible and intangible assets, inventories and the fair value adjustment to acquired debt. The deferred tax assets arise from the portion of purchase consideration relating to replacement stock-based compensation awards that relate to pre-Combination service (see Note 5(c)). These adjustments were based on the applicable statutory tax rate and the respective estimated purchase price allocation.

The effective tax rate of the combined company could be significantly different (either higher or lower) depending on post-Combination activities, including cash needs, the geographical mix of income and changes in tax law. Because the tax rate used for the pro forma financial information is estimated, the rate will likely vary from the actual effective rate in periods subsequent to the completion of the Combination.

This determination is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities.

(f)

Reflects the settlement at the acquisition date for no gain or loss of payables and receivables recorded by Smurfit Kappa and WestRock in their respective historical balance sheets in respect of trade and other purchases and sales between both Companies. The purchase consideration has been increased by the amount of the settled Smurfit Kappa receivable ($3 million) in respect of sales to WestRock and has been reduced to account for the effective settlement of accounts payable ($32 million) in respect of trade and other purchases from WestRock. The corresponding trade receivables and payables recorded in the historical balance sheet of WestRock ($32 million and $3 million respectively) have been eliminated on acquisition (see Note 6(e)).

The associated elimination of sales and purchases between Smurfit Kappa and WestRock in the condensed pro forma combined statement of operations is recorded in Note 8(a).

(g)

Reflects the prepayment and cancellation on July 5, 2024, following the Combination of the $750 million delayed draw term loan agreement including accrued interest of $1 million.

(h)

Reflects the following adjustments to pro forma Smurfit Westrock Stockholders’ equity:

(in millions)	Preferred Stock		Common Stock			Capital in Excess of Par Value			Retained Earnings			Accumulated other comprehensive loss		Deferred Shares
Pro forma transaction accounting adjustments – purchase accounting:
Elimination of WestRock’s historical equity	$	-	$	(3	)	$	(10,725	)	$	(116	)	$	1,044	$	—
Estimated shares of Smurfit Westrock common stock issued to WestRock stockholders (i)		-		-			12,098			-			-		—
Estimated converted WestRock RSUs and Options attributable to pre-Combination services (Note 5(c))		-		-			91			-			-		—
Incremental stock-based compensation expense related to converted WestRock RSUs and Options that were fully vested prior to the Combination		-		-			18			(18	)		-		—
Issuance of Series A Preference Shares (ii)		-		-			-			-			-		—
Conversion of euro denominated ordinary shares (iii)		-		-			-			-			-		—
Estimated transaction costs (iv)		-		-			-			(92	)		-		—
Elimination of intercompany profit in inventories (Note 7(b))		-		-			-			(4	)		-		—
Net pro forma transaction accounting adjustments to equity	$	-	$	(3	)	$	1,482		$	(230	)	$	1,044		—

(i)

Reflects the issuance of 258,228,403 million Smurfit Westrock (with a par value of $0.001). The share price is calculated by reference to Smurfit Kappa’s share price as of July 5, 2024, translated to U.S. dollars using the closing exchange rate as of that date.

(ii)

Reflects the issuance on July 2, 2024, of 10,000 $0.001 par value Preference Shares for total consideration of $0.01 million.

(iii)

Reflects the July 5, 2024, conversion of 25,000 existing euro-denominated ordinary shares with a par value of €1.00 into 25,000 Smurfit Westrock Euro Deferred Shares with a par value of €1.00.

(iv)

The adjustment to retained earnings of $92 million reflects the additional charge of $92 million for transaction-related expenses, (see Note 8(d)), not yet incurred and not previously reflected in the historical consolidated financial statements of Smurfit Kappa. As such expenses are assumed to not be tax deductible for these pro forma financial statements, no income tax benefit has been reflected for the adjustment in respect of these expenses, see Note 8(h) for additional information on tax considerations.

(i)

Reflects the preliminary purchase accounting adjustment for property, plant and equipment based on the acquisition method of accounting.

(in millions)	Amount
Pro forma transaction accounting adjustments – purchase accounting:
Elimination of WestRock’s historical net book value of property, plant and equipment	$	(11,058	)
Preliminary fair value of acquired property, plant and equipment		17,924
Net pro forma transaction accounting adjustments to property, plant and equipment	$	6,866

(j)

Reflects the removal of deferred planned major maintenance costs of WestRock recorded within other non-current assets. Such deferred costs are reflected within the preliminary fair value of acquired property, plant and equipment as part of Note 7(i) above.

(k)

Reflects the removal of unamortized contract acquisition and fulfilment costs of WestRock recorded within other current assets and other non-current assets.

(l)

Reflects the payment of accrued transaction costs on the historical balance sheet of Smurfit Kappa and WestRock of $72 million and the accrual of the WestRock and Smurfit Kappa retention payments to be paid after completion of specific service periods of $49 million. See Note 7(a)(ii).

(m)

Reflects the preliminary fair value adjustment to acquired WestRock debt based on the acquisition method of accounting. The fair value adjustment has been applied to non-current debt due after one year.

(in millions)	Amount
Pro forma transaction accounting adjustments—purchase accounting:
Elimination of WestRock’s historical non-current debt due after one year	$	(7,624	)
Preliminary fair value of acquired non-current debt due after one year		7,553
Net pro forma transaction accounting adjustments to non-current debt due after one year	$	(71	)

(n)

Reflects the costs associated with the multicurrency revolving facility that are amortized on a straight-line basis over the facility’s term. See Note 8(f).

(o)

Reflects the preliminary fair value adjustment to acquired WestRock pension assets and liabilities based on the acquisition method of accounting.

(in millions)	Amount
Pro forma transaction accounting adjustments – purchase accounting:
Elimination of WestRock’s historical prepaid pension asset	$	(646	)
Preliminary fair value of acquired prepaid pension asset		557
Net pro forma transaction accounting adjustments to prepaid pension asset	$	(89	)
Pro forma transaction accounting adjustments – purchase accounting:
Elimination of WestRock’s historical pension liabilities, net of current portion	$	(188	)
Preliminary fair value of pension liabilities, net of current portion		196
Net pro forma transaction accounting adjustments to pension liabilities and other postretirement benefits, net of current portion	$	8

Adjustments to the Unaudited Condensed Pro Forma Combined Statement of Operations

Adjustments included in the Transaction Accounting Adjustments — Purchase Accounting and Transaction Accounting Adjustments — Financing columns in the accompanying unaudited condensed pro forma combined statement of operations for the six months ended June 30, 2024, and for the year ended December 31, 2023, respectively, are as follows:

(a)

Reflects the elimination of purchases and sales between Smurfit Kappa and WestRock recorded within their respective historical financial statements. See Note 7(f).

(b)

Reflects the adjustments to cost of goods sold for the incremental depreciation expense from the preliminary fair value adjustment to property, plant and equipment, the elimination of the cost of goods sold in respect of trading between Smurfit Kappa and WestRock, and the amortization of the preliminary fair value adjustment to inventories.

(in millions)	For the Six Months Ended June 30, 2024			For the Year Ended December 31, 2023
Pro forma transaction accounting adjustments – purchase accounting:
Property, plant and equipment step-up flowing through cost of goods sold
Elimination of historical WestRock depreciation and amortization charge	$	593		$	1,143
Depreciation of acquired property, plant and equipment at fair value		(740	)		(1,525	)
Elimination of costs of goods sold – intercompany sales and inventory profit		90			93
Amortization of fair value adjustment to acquired inventories		-			65
Net pro forma transaction accounting adjustments to cost of goods sold	$	(57	)	$	(224	)

(c)

Reflects the adjustments to selling, general and administrative expenses (“SG&A”) including the incremental amortization expense of acquired intangible assets and the preliminary incremental stock-based compensation expense for Smurfit Westrock replacement equity awards.

(in millions)	For the Six Months Ended June 30, 2024			For the Year Ended December 31, 2023
Pro forma transaction accounting adjustments – purchase accounting:
Removal of historical WestRock amortization of intangible assets	$	158		$	342
Elimination of historical WestRock amortization & depreciation expense		32			50
Amortization of acquired intangible assets		(39	)		(78	)
Reduction in amortization & depreciation expense in SG&A (i)	$	151		$	314
Removal of historical WestRock stock-based compensation expense		24			64
Record stock-based compensation expense for converted WestRock awards		(29	)		(127	)
Record stock-based compensation expense for converted Smurfit Kappa awards		(21	)		(66	)
Incremental stock-based compensation expense (ii)		(26	)		(129	)
Net pro forma transaction accounting adjustment to SG&A	$	125		$	185

(i)

Represents adjustment to expense based on the preliminary estimated fair values and useful lives of acquired intangible assets (See Note 6(a)) and the elimination of historical WestRock depreciation expense recorded in SG&A, which is replaced with the depreciation charge shown in Note 8(b).

(ii)

Represents the incremental stock-based compensation charge estimated to arise upon completion of the Combination. Smurfit Kappa equity awards have been converted into Smurfit Westrock equity awards, with any performance goals applicable to Smurfit Kappa equity awards deemed achieved at 100%. Outstanding WestRock RSU Awards and WestRock Options were converted into Smurfit Westrock awards in accordance with the terms of the Transaction Agreement. In the case of a performance-based WestRock RSU Award, the number of shares of WestRock Stock subject to such WestRock RSU Award as of immediately prior to the Merger Effective Time were determined by deeming the applicable performance goals for any performance period that has not been completed as of the Merger Effective Time to be achieved at the greater of the target level and the average of the actual level of performance of similar awards over the last three years prior to the completion date (July 5, 2024), except that the performance goals for any performance-based WestRock RSU Award granted after the date of the Transaction Agreement were deemed achieved at the target level of performance.

(d)

Reflects the adjustments to transaction-related expenses associated with the proposed Combination including estimated transaction costs and retention bonuses for both Smurfit Kappa and WestRock employees directly attributable to the Combination for the year ended December 31, 2023. No adjustment has been made to the transaction-related expenses recorded in the historical statements of operations of Smurfit Kappa or of WestRock for the six months ended June 30, 2024.

(in millions)	For the Year Ended December 31, 2023
Pro forma transaction accounting adjustments – purchase accounting:
Expected transaction expenses (i)	$	(60	)
Retention payments paid to Smurfit Kappa executives (ii)		(32	)
Retention payments paid to WestRock employees (ii)		(12	)
Net pro forma transaction accounting adjustment to transaction-related expenses associated with the proposed Combination	$	(104	)

(i)

Represents additional transaction costs directly attributable to the Combination to be incurred, that are not recorded within the historical consolidated statements of operations of Smurfit Kappa for either the year ended December 31, 2023 or the six months ended June 30, 2024. These costs in addition to amounts accrued in the historical balance sheets of Smurfit Kappa and WestRock, are assumed to have been settled in cash in the pro-forma balance sheet (see Note 7(a)(ii)).

Transaction-related expenses are not expected to be incurred in any period beyond 12 months from the closing date of the Combination. Any such charge could affect the combined company’s future results of operations in the period in which such charges are incurred. The unaudited condensed pro forma combined statement of operations for the year ended December 31, 2023, reflects $193 million in non-recurring, transaction-related expenses associated with the Combination (of which $11 million was recorded in the historical Westrock statement of operations) as if those costs were incurred on January 1, 2023. This amount includes the retention payments in (ii) below. A further $10 million in non-recurring transaction costs were included in interest expense, net, within the historical Smurfit Kappa statement of operations for the year ended December 31, 2023. No adjustment has been made in respect of transaction-related expenses costs recorded in the unaudited condensed consolidated statements of operations for either Smurfit Kappa or WestRock for the six months ended June 30, 2024.

(ii)

Reflects retention payments payable to Smurfit Kappa executives and WestRock employees related to post-Combination service, all assumed to be incurred during the fiscal year ended December 31, 2023 (see Note 6(d)).

(e)

Reflects the incremental interest expense associated with the amortization of the preliminary estimated fair value adjustment/discount of acquired WestRock debt (see Note 7(m)).

(f)

Reflects the expense related to: (i) the Financing and amortization of issuance costs related to the Financing as if the Financing had occurred on January 1, 2023; (ii) the elimination of the historic interest expense and amortization of deferred financing costs recorded in the historical statements of operations of WestRock for the delayed draw term loan, repaid in July 2024; and (iii) the straight-line amortization of issue costs in connection with the undrawn multicurrency revolving loan facility (aggregate principal amount of $4,500 million) that was entered into on June 28, 2024:

(in millions)	For the Six Months Ended June 30, 2024			For the Year Ended December 31, 2023
Pro forma transaction accounting adjustments – financing:
New interest expense on financing:
The Financing (i)	$	(39	)	$	(154	)
Removal of interest expense on repayment of WestRock debt:
Removal of historical WestRock interest expense (ii)		26			57
Amortization of multicurrency revolver fees (iii)		(2	)		(4	)
Net pro forma transaction accounting adjustments –financing to interest expense	$	(15	)	$	(101	)

(i)

The incremental interest expense on transaction financing adjustments included in the unaudited condensed pro forma combined statement of operations for the six months ended June 30, 2024, and for the year ended December 31, 2023, reflect interest expense for the Notes as if the offering had been completed on January 1, 2023. The interest was calculated using the stated interest rates in the offering memorandum. The financing costs incurred to affect the offering have been amortized on a straight-line basis over the term of the Notes. The original issue discount on the $750 million 5.200% Senior Notes due 2030 has been amortized over the term of those notes.

(ii)

Reflects the removal of interest expense included in WestRock’s historical consolidated statements of operations for the six months ended June 30, 2024, and for the year ended December 31, 2023, as if the delayed draw term loan had been repaid on January 1, 2023.

(iii)

Reflects the incremental straight-line amortization of fees in connection with the undrawn multicurrency revolving facility as if that facility had been entered into on January 1, 2023.

(g)

Reflects the removal of pension and other postretirement amortization expense of gains/losses and prior service costs/credits and curtailment gains included in WestRock’s historical consolidated statement of operations for the six months ended June 30, 2024, and for the year ended December 31, 2023, as a result of the fair value adjustment of acquired WestRock pension and other post-employment benefits assets and liabilities.

(h)

To record the income tax impact of the pro forma adjustments utilizing the Irish statutory income tax rate in effect of 12.5% for the six months ended June 30, 2024, and for the year ended December 31, 2023. The company is currently performing an analysis to determine what portion of transaction-related expenses incurred by Smurfit Kappa can be deducted for tax purposes. As such, transaction-related expenses are assumed to be non-deductible for these pro forma financial statements and no income tax benefit has been included in the pro forma combined statement of operations for such expenses. The effective tax rate of the combined company could be significantly different (either higher or lower) depending on post-merger activities, including cash needs, the geographical mix of income and changes in tax law. Because the tax rate used for the pro forma financial information is estimated, the rate will likely vary from the actual effective rate in periods subsequent to completion of the Combination. This determination is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities.

(i)

The pro forma basic and diluted weighted average shares outstanding are a combination of historical weighted average shares of Smurfit Kappa common stock and issuances of shares in connection with the Merger. In connection with the Combination, Smurfit Kappa agreed to convert certain equity awards held by WestRock employees into Smurfit WestRock equity awards. The pro forma basic and diluted weighted average shares outstanding are as follows:

(in millions)	For the Six Months Ended June 30, 2024		For the Year Ended December 31, 2023
Pro forma basic weighted average shares:
Historical Smurfit Kappa weighted average shares outstanding		259.1		258.3
Issuance of shares to WestRock Stockholders		258.5		258.5
Pro forma weighted average shares – basic		517.6		516.8
Pro forma diluted weighted average shares:
Add: effect of dilutive share options		8.1		-
Pro Forma weighted average shares – diluted (i)		525.7		516.8

(j)

6.6 million historical dilutive common stock equivalents of Smurfit Kappa and 5.4 million replacement awards of Smurfit Westrock to WestRock equity award holders were excluded from the computation of pro forma diluted weighted average shares for the year ended December 31, 2023, as their effect would be anti-dilutive.

Cover	Jul. 05, 2024
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	false
Document Period End Date	Jul. 05, 2024
Entity File Number	001-42161
Entity Registrant Name	Smurfit Westrock plc
Entity Central Index Key	0002005951
Entity Tax Identification Number	98-1776979
Entity Incorporation, State or Country Code	L2
Entity Address, Address Line One	Beech Hill
Entity Address, Address Line Two	Clonskeagh
Entity Address, City or Town	Dublin 4
Entity Address, Country	IE
Entity Address, Postal Zip Code	D04 N2R2
City Area Code	353
Local Phone Number	1 202 7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Ordinary shares, par value $0.001 per share
Trading Symbol	SW
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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