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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 12, 2025
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. ¨
Item 2.02. |
Results of Operations and Financial Condition. |
On February 12, 2025, Smurfit Westrock plc (the
“Company”) issued a press release announcing the financial results for the fourth quarter and full year ended December 31,
2024. The press release is furnished as Exhibit 99.1 and is incorporated into this Item 2.02 by reference.
The information furnished in this Item 2.02, including
the exhibit described above, is being “furnished” and shall not be deemed “filed” hereunder for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under
the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth
by specific reference in any such filings.
Item 7.01. |
Regulation FD Disclosure. |
On February 12, 2025, the Company will host a conference
call during which it will discuss the Company’s financial results for the fourth quarter and full year ended December 31, 2024.
The presentation to be used in connection with the conference call is attached as Exhibit 99.2.
The information provided pursuant to this Item
7.01, including Exhibit 99.2, is being “furnished” and shall not be deemed to be “filed” with the SEC or incorporated
by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference
in any such filings.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
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: February 12, 2025
Exhibit 99.1
Smurfit Westrock Reports Fourth Quarter and Full Year 2024 Results |
Dublin – February 12, 2025 –
Smurfit Westrock plc (NYSE: SW, LSE: SWR) today announced the financial results for the fourth quarter and full year ended
December 31, 2024.
Key points:
| · | Fourth quarter Net Sales of approx. $7.5 billion |
| · | Fourth quarter Net Income of $146 million, with a Net Income
Margin of 1.9% |
| · | Fourth quarter Adjusted EBITDA1 of $1,166 million,
with an Adjusted EBITDA Margin1 of 15.5% |
| · | Full year Net Income of $319 million2 |
| · | Full Year Combined Adjusted EBITDA1 of $4.7 billion,
in-line with guidance |
| · | Previously announced quarterly dividend of $0.4308 per ordinary
share, an increase of 42% |
Smurfit Westrock plc’s performance
for the three months ended December 31, 2024 and December 31, 2023 (in millions, except
margin percentages):
| |
December 31, 2024 | | |
December 31 20233 | |
Net Sales | |
$ | 7,539 | | |
$ | 2,862 | |
Net Income | |
$ | 146 | | |
$ | 50 | |
Net Income Margin | |
| 1.9 | % | |
| 1.8 | % |
Adjusted EBITDA1 | |
$ | 1,166 | | |
$ | 447 | |
Adjusted EBITDA Margin1 | |
| 15.5 | % | |
| 15.6 | % |
Net Cash provided by Operating Activities | |
$ | 781 | | |
$ | 611 | |
Adjusted Free Cash Flow1 | |
$ | 257 | | |
$ | 391 | |
Tony Smurfit, President and CEO, commented:
“I am pleased to report a strong
fourth quarter performance with Net Income of $146 million, Adjusted EBITDA1 of $1,166
million and an Adjusted EBITDA Margin1 of 15.5%. For the full year, in line with our stated
guidance, we have delivered a Full Year Combined Adjusted EBITDA1 of $4,706 million.
“While we are at the beginning of our journey,
I am immensely proud of what our teams have achieved in our first six months as Smurfit Westrock. The operational and financial expertise
that are hallmarks of this management team are already being applied as we transform the combined business.
“Our synergy program of $400 million is on track
and will be completed by the end of this year. Moreover, there are significant operational and commercial opportunities, at least equating
to that synergy target.
“Smurfit Westrock with its unrivalled scale,
geographic reach and product portfolio has an unparalleled capacity to deliver innovative sustainable packaging solutions. As a world
leader in paper-based packaging, our unique characteristics will enable us to deliver significant long-term value to our extensive customer
base.
“The year has started well and in the first quarter
of 2025, assuming current market conditions prevail, we anticipate delivering an Adjusted EBITDA4 of approximately $1.25
billion.
“Smurfit
Westrock is creating a performance-led culture and a formidable team. We are very confident about the future opportunities and prospects
for our business, in part reflected by our progressive dividend. For the current year, subject as always to macro-economic and climate
risks, we expect continued and meaningful progress on our transformation journey.”
1 Adjusted EBITDA, Adjusted
EBITDA Margin, Adjusted Free Cash Flow and Full Year Combined Adjusted EBITDA are non-GAAP measures. See the “Non-GAAP Financial
Measures and Reconciliations” below for the discussion and reconciliation of these measures to the most comparable GAAP measures.
2
Smurfit Westrock plc’s results for the full year ended December 31, 2024 appear in the
consolidated financials included below. For the January 1, 2024 – July 5, 2024 time period, these results reflect the historical
financial results of legacy Smurfit Kappa Group plc, which is considered the accounting acquirer in the combination between Smurfit Kappa
Group plc and WestRock Company, which closed on July 5, 2024.
3
All results reported for the three months ended December 31, 2023 reflect the historical financial
results of legacy Smurfit Kappa Group plc, which is considered the accounting acquirer in the combination between Smurfit Kappa Group
plc and WestRock Company, which closed on July 5, 2024.
4
Adjusted EBITDA is a non-GAAP financial measure. We have not reconciled Adjusted EBITDA outlook
to the most comparable GAAP outlook because it is not possible to do so without unreasonable efforts due to the uncertainty and potential
variability of reconciling items, which are dependent on future events and often outside of management’s control and which could
be significant. Because such items cannot be reasonably predicted with the level of precision required, we are unable to provide an outlook
for the comparable GAAP measure (net income).
Earnings Call
Management will host an earnings conference call today at 7:30 AM
ET / 12:30 PM GMT to discuss Smurfit Westrock’s financial results. The conference call will be accessible through a live
webcast. Interested investors and other individuals can access the webcast, earnings release, and earnings presentation via the
Company’s website at www.smurfitwestrock.com. The webcast will be available
at https://investors.smurfitwestrock.com/overview and a replay of the webcast will be available on the website shortly
after the call.
Forward Looking Statements
This press release includes certain “forward-looking
statements” (including within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended) regarding, among other things, the plans, strategies, outcomes, outlooks, and prospects, both business
and financial, of Smurfit Westrock, the expected benefits of the completed combination of Smurfit Kappa Group plc and WestRock Company
(the “Combination”), including, but not limited to, synergy program as well as our scale, geographic reach and product portfolio,
and any other statements regarding the Company's future expectations, beliefs, plans, objectives, results of operations, financial condition
and cash flows, or future events, outlook or performance. Statements that are not historical facts, including statements about the beliefs
and expectations of the management of the Company, are forward-looking statements. Words such as “may”, “will”,
“could”, “should”, “would”, “anticipate”, “intend”, “estimate”,
“project”, “plan”, “believe”, “expect”, “target”, “prospects”,
“potential”, “commit”, “forecasts”, “aims”, “considered”, “likely”,
“estimate” and variations of these words and similar future or conditional expressions are intended to identify forward-looking
statements but are not the exclusive means of identifying such statements. While the Company believes these expectations, assumptions,
estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and
uncertainties, many of which are beyond the control of the Company. By their nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend upon future circumstances that may or may not occur. Actual results may differ materially from
the current expectations of the Company depending upon a number of factors affecting its business, including risks associated with the
integration and performance of the Company following the Combination. Important factors that could cause actual results to differ materially
from such plans, estimates or expectations include: 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; the impact of public health crises, such as pandemics (including the COVID-19 pandemic) and epidemics and any related company or
governmental policies and actions to protect the health and safety of individuals or governmental policies or actions to maintain the
functioning of national or global economies and markets; reduced supply of raw materials, energy and transportation, including from supply
chain disruptions and labor shortages; developments related to pricing cycles and volumes; intense competition; the ability of the Company
to successfully recover from a disaster or other business continuity problem due to a hurricane, flood, earthquake, terrorist attack,
war, pandemic, security breach, cyber-attack, power loss, telecommunications failure or other natural or man-made events, including the
ability to function remotely during long-term disruptions such as the COVID-19 pandemic; the Company's ability to respond to changing
customer preferences and to protect intellectual property; the amount and timing of the Company's capital expenditures; risks related
to international sales and operations; failures in the Company's quality control measures and systems resulting in faulty or contaminated
products; cybersecurity risks, including threats to the confidentiality, integrity and availability of data in the Company's systems;
works stoppages and other labor disputes; the Company’s ability to establish and maintain effective internal controls over financial
reporting in accordance with SOX, and remediate any weaknesses in controls and processes; the Company's ability to retain or hire key
personnel; risks related to sustainability matters, including climate change and scarce resources, as well as the Company's ability to
comply with changing environmental laws and regulations; the Company's ability to successfully implement strategic transformation initiatives;
results and impacts of acquisitions by the Company; the Company's significant levels of indebtedness; the impact of the Combination on
the Company's credit ratings; the potential impairment of assets and goodwill; the availability of sufficient cash to distribute dividends
to the Company's shareholders in line with current expectations; the scope, costs, timing and impact of any restructuring of operations
and corporate and tax structure; evolving legal, regulatory and tax regimes; changes in economic, financial, political and regulatory
conditions in Ireland, the United Kingdom, the United States and elsewhere, and other factors that contribute to uncertainty and volatility,
natural and man-made disasters, civil unrest, pandemics (such as the COVID-19 pandemic), geopolitical uncertainty, and conditions that
may result from legislative, regulatory, trade and policy changes associated with the current or subsequent Irish, US or UK administrations;
geo-economic fragmentation and protectionism such as tariffs, trade wars or similar governmental actions affecting the flows of goods,
services or currency; legal proceedings instituted against the Company; actions by third parties, including government agencies; the Company's
ability to promptly and effectively integrate Smurfit Kappa's and WestRock's businesses; the Company's ability to achieve the synergies
and value creation contemplated by the Combination; the Company's ability to meet expectations regarding the accounting and tax treatments
of the Combination, including the risk that the Internal Revenue Service may assert that the Company should be treated as a US corporation
or be subject to certain unfavorable US federal income tax rules under Section 7874 of the Internal Revenue Code of 1986, as amended,
as a result of the Combination; other factors such as future market conditions, currency fluctuations, the behavior of other market participants,
the actions of regulators and other factors such as changes in the political, social and regulatory framework in which the Company's group
operates or in economic or technological trends or conditions, and other risk factors included in the Company's filings with the Securities
and Exchange Commission. Neither the Company nor any of its associates or directors, officers or advisers provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied in any such forward-looking statements will actually occur.
You are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with its legal or regulatory
obligations (including under the UK Listing Rules, the Disclosure Guidance and Transparency Rules, the UK Market Abuse Regulation and
other applicable regulations), the Company is under no obligation, and the Company expressly disclaims any intention or obligation, to
update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
About Smurfit Westrock
Smurfit Westrock is a leading provider of paper-based
packaging solutions in the world, with approximately 100,000 employees across 40 countries.
Contacts |
Ciarán Potts
Smurfit Westrock
T: +353 1 202 71 27
E: ir@smurfitwestrock.com |
FTI Consulting
T: +353 1 765 0800
E: smurfitwestrock@fticonsulting.com |
Consolidated Statements of Operations
(Unaudited)
| |
in $ millions, except per share data | |
| |
Three months ended | | |
Twelve months ended | |
| |
December 31, 2024 | | |
December 31, 2023 | | |
December 31, 2024 | | |
December 31, 2023 | |
Net sales | |
$ | 7,539 | | |
$ | 2,862 | | |
$ | 21,109 | | |
$ | 12,093 | |
Cost of goods sold | |
| (6,097 | ) | |
| (2,161 | ) | |
| (16,914 | ) | |
| (9,039 | ) |
Gross profit | |
| 1,442 | | |
| 701 | | |
| 4,195 | | |
| 3,054 | |
Selling, general and administrative expenses | |
| (996 | ) | |
| (459 | ) | |
| (2,793 | ) | |
| (1,604 | ) |
Transaction and integration-related expenses associated with the Combination | |
| (45 | ) | |
| (61 | ) | |
| (395 | ) | |
| (78 | ) |
Operating profit | |
| 401 | | |
| 181 | | |
| 1,007 | | |
| 1,372 | |
Pension and other postretirement non-service benefit (expense), net | |
| 7 | | |
| (20 | ) | |
| (24 | ) | |
| (49 | ) |
Interest expense, net | |
| (173 | ) | |
| (30 | ) | |
| (398 | ) | |
| (139 | ) |
Other expense, net | |
| (12 | ) | |
| (27 | ) | |
| (25 | ) | |
| (46 | ) |
Income before income taxes | |
| 223 | | |
| 104 | | |
| 560 | | |
| 1,138 | |
Income tax expense | |
| (77 | ) | |
| (54 | ) | |
| (241 | ) | |
| (312 | ) |
Net income | |
| 146 | | |
| 50 | | |
| 319 | | |
| 826 | |
Less: Net income attributable to noncontrolling interests | |
| - | | |
| (1 | ) | |
| - | | |
| (1 | ) |
Net income attributable to common stockholders | |
$ | 146 | | |
$ | 49 | | |
$ | 319 | | |
$ | 825 | |
| |
| | | |
| | | |
| | | |
| | |
Basic earnings per share attributable to common stockholders | |
$ | 0.28 | | |
$ | 0.19 | | |
$ | 0.83 | | |
$ | 3.19 | |
| |
| | | |
| | | |
| | | |
| | |
Diluted earnings per share attributable to common stockholders | |
$ | 0.28 | | |
$ | 0.19 | | |
$ | 0.82 | | |
$ | 3.17 | |
Segment Information
Following the completion of the Combination, we reassessed
our reportable segments due to changes in our organizational structure and how our chief operating decision maker (“CODM”)
makes key operating decisions, allocates resources and assesses the performance of our business. The CODM is determined to be the executive
management team, comprising the Group Chief Executive Officer and Group Chief Financial Officer. The CODM is responsible for assessing
performance, allocating resources and making strategic decisions.
During the year ended December 31, 2024, we identified three
operating segments, which are also our reportable segments:
| i. | North America, which includes operations in the U.S., Canada
and Mexico. |
| ii. | Europe, the Middle East and Africa (“MEA”), and
Asia-Pacific (“APAC”). |
| iii. | Latin America (“LATAM”), which includes operations
in Central America and Caribbean, Argentina, Brazil, Chile, Colombia, Ecuador and Peru. |
These changes reflect how we manage our business effective during the
third quarter of 2024, following the completion of the Combination. Our operating segments are consistent with our internal management
structure and no operating segments have been aggregated for disclosure purposes. Prior period comparatives have been recast to reflect
the change in segments.
In the identification of the operating and reportable segments, we
considered the level of integration of our different businesses as well as our objective to develop long-term customer relationships by
providing customers with differentiated packaging solutions that enhance the customer’s prospects of success in their end markets.
The North America, Europe, MEA and APAC, and LATAM segments are each
highly integrated within the segment and there are many interdependencies within these operations. They each include a system of mills
and plants that primarily produce a full line of containerboard that is converted into corrugated containers within each segment or is
sold to third parties.
In addition, the North America segment also produces paperboard, kraft
paper and market pulp; other paper-based packaging, such as folding cartons, inserts, labels and displays and also engages in the assembly
of displays as well as the distribution of packaging products.
The Europe, MEA and APAC segment also produces types of paper, such
as solid board, kraft paper, and graphic paper; and other paper-based packaging, such as honeycomb, solid board packaging, folding cartons,
inserts and labels; and bag-in-box packaging (located in Europe, Argentina, Canada, Mexico and the U.S.).
The LATAM segment also comprises forestry; other types of paper, such
as paperboard and kraft paper; and paper-based packaging, such as folding cartons, honeycomb and paper sacks.
Inter-segment transfers or transactions are entered into
under normal commercial terms and conditions on an arms-length basis.
Segment profitability is measured based on Adjusted EBITDA, defined
as income before income taxes, unallocated corporate costs, depreciation, depletion and amortization, interest expense, net, pension and
other postretirement non-service expense, net, share-based compensation expense, other (expense) income, net, impairment of goodwill and
other assets, amortization of fair value step up on inventory, transaction and integration-related expenses associated with the Combination
and other specific items that management believes are not indicative of the ongoing operating results of the business.
The CODM uses Adjusted EBITDA for each segment predominantly: to forecast
and assess the performance of the segments, individually and comparatively; to set pricing strategies for the segments; and to make decisions
about the allocation of operating and capital resources to each segment strategically, in the annual budget and in the quarterly forecasting
process. The CODM considers budget, or forecast, -to-actual variances on a quarterly and annual basis for segment Adjusted EBITDA to inform
these decisions.
Segment Information (continued)
Financial information by segment is summarized below.
| |
in $ millions, except margins | |
| |
Three months ended | | |
Twelve months ended | |
| |
December 31, 2024 | | |
December 31, 2023 | | |
December 31, 2024 | | |
December 31, 2023 | |
Net sales (aggregate) | |
| | | |
| | | |
| | | |
| | |
North America | |
$ | 4,593 | | |
$ | 384 | | |
$ | 10,092 | | |
$ | 1,624 | |
Europe, MEA and APAC | |
| 2,521 | | |
| 2,147 | | |
| 9,577 | | |
| 9,193 | |
LATAM | |
| 524 | | |
| 343 | | |
| 1,711 | | |
| 1,344 | |
Total | |
$ | 7,638 | | |
$ | 2,874 | | |
$ | 21,380 | | |
$ | 12,161 | |
| |
| | | |
| | | |
| | | |
| | |
Less net sales (intersegment) | |
| | | |
| | | |
| | | |
| | |
North America | |
$ | 72 | | |
$ | - | | |
$ | 191 | | |
$ | 1 | |
Europe, MEA and APAC | |
| 8 | | |
| - | | |
| 21 | | |
| 9 | |
LATAM | |
| 19 | | |
| 12 | | |
| 59 | | |
| 58 | |
Total | |
$ | 99 | | |
$ | 12 | | |
$ | 271 | | |
$ | 68 | |
| |
| | | |
| | | |
| | | |
| | |
Net sales (unaffiliated customers) | |
| | | |
| | | |
| | | |
| | |
North America | |
$ | 4,521 | | |
$ | 384 | | |
$ | 9,901 | | |
$ | 1,623 | |
Europe, MEA and APAC | |
| 2,513 | | |
| 2,147 | | |
| 9,556 | | |
| 9,184 | |
LATAM | |
| 505 | | |
| 331 | | |
| 1,652 | | |
| 1,286 | |
Total | |
$ | 7,539 | | |
$ | 2,862 | | |
$ | 21,109 | | |
$ | 12,093 | |
| |
| | | |
| | | |
| | | |
| | |
Adjusted EBITDA | |
| | | |
| | | |
| | | |
| | |
North America | |
$ | 710 | | |
$ | 72 | | |
$ | 1,610 | | |
$ | 281 | |
Europe, MEA and APAC | |
| 371 | | |
| 354 | | |
| 1,529 | | |
| 1,684 | |
LATAM | |
| 121 | | |
| 57 | | |
| 378 | | |
| 274 | |
Total | |
$ | 1,202 | | |
$ | 483 | | |
$ | 3,517 | | |
$ | 2,239 | |
| |
| | | |
| | | |
| | | |
| | |
Adjusted EBITDA Margin Adjusted EBITDA/Net sales (aggregate) | |
| | | |
| | | |
| | | |
| | |
North America | |
| 15.4 | % | |
| 18.7 | % | |
| 16.0 | % | |
| 17.3 | % |
Europe, MEA and APAC | |
| 14.7 | % | |
| 16.5 | % | |
| 16.0 | % | |
| 18.3 | % |
LATAM | |
| 23.1 | % | |
| 16.6 | % | |
| 22.1 | % | |
| 20.4 | % |
Consolidated Balance Sheets (Unaudited)
| |
in $ millions, except share data | |
| |
December 31, 2024 | | |
December 31,
2023 | |
Assets | |
| | | |
| | |
Current assets: | |
| | | |
| | |
Cash and cash equivalents (amounts related to consolidated variable interest entities of $2 million and $3 million at December 31, 2024 and December 31, 2023, respectively) | |
$ | 855 | | |
$ | 1,000 | |
Accounts receivable, net (amounts related to consolidated variable interest entities of $767 million and $816 million at December 31, 2024 and December 31, 2023, respectively) | |
| 4,117 | | |
| 1,806 | |
Inventories | |
| 3,550 | | |
| 1,203 | |
Other current assets | |
| 1,533 | | |
| 561 | |
Total current assets | |
| 10,055 | | |
| 4,570 | |
Property, plant and equipment, net | |
| 22,675 | | |
| 5,791 | |
Goodwill | |
| 6,822 | | |
| 2,842 | |
Intangibles, net | |
| 1,117 | | |
| 218 | |
Prepaid pension asset | |
| 635 | | |
| 29 | |
Other non-current assets (amounts related to consolidated variable interest entities of $389 million and $- million at December 31, 2024 and December 31, 2023, respectively) | |
| 2,455 | | |
| 601 | |
Total assets | |
$ | 43,759 | | |
$ | 14,051 | |
| |
| | | |
| | |
Liabilities and Equity | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable | |
$ | 3,290 | | |
$ | 1,728 | |
Accrued expenses | |
| 715 | | |
| 278 | |
Accrued compensation and benefits | |
| 882 | | |
| 438 | |
Current portion of debt | |
| 1,053 | | |
| 78 | |
Other current liabilities | |
| 1,393 | | |
| 484 | |
Total current liabilities | |
| 7,333 | | |
| 3,006 | |
Non-current debt due after one year | |
| 12,542 | | |
| 3,669 | |
Deferred tax liabilities | |
| 3,600 | | |
| 280 | |
Pension liabilities and other postretirement benefits, net of current portion | |
| 706 | | |
| 537 | |
Other non-current liabilities (amounts related to consolidated variable interest entities of $335 million and $- at December 31, 2024 and December 31, 2023, respectively) | |
| 2,191 | | |
| 385 | |
Total liabilities | |
| 26,372 | | |
| 7,877 | |
Equity: | |
| | | |
| | |
Preferred stock; $0.001 par value; 500,000,000 and Nil shares authorized; 10,000 and Nil shares outstanding at December 31, 2024 and December 31, 2023, respectively | |
| - | | |
| - | |
Common stock; $0.001 par value; 9,500,000,000 and 9,910,931,085 shares authorized; 520,444,261 and 260,354,342 shares outstanding at December 31, 2024 and December 31, 2023, respectively | |
| 1 | | |
| - | |
Deferred shares, €1 par value; 25,000 shares and 25,000 shares authorized; 25,000 and 100 shares outstanding at December 31, 2024 and December 31, 2023, respectively | |
| - | | |
| - | |
Treasury stock, at cost (2,037,589, and 1,907,129 common stock at December 31, 2024, and December 31, 2023, respectively) | |
| (93 | ) | |
| (91 | ) |
Capital in excess of par value | |
| 15,948 | | |
| 3,575 | |
Accumulated other comprehensive loss | |
| (1,446 | ) | |
| (847 | ) |
Retained earnings | |
| 2,950 | | |
| 3,521 | |
Total stockholders’ equity | |
| 17,360 | | |
| 6,158 | |
Noncontrolling interests | |
| 27 | | |
| 16 | |
Total equity | |
| 17,387 | | |
| 6,174 | |
Total liabilities and equity | |
$ | 43,759 | | |
$ | 14,051 | |
Consolidated Statements of Cash Flows (Unaudited)
| |
in $ millions | |
| |
Three months ended | | |
Twelve months ended | |
| |
December 31, 2024 | | |
December 31,
2023 | | |
December 31, 2024 | | |
December 31, 2023 | |
Operating activities: | |
| | | |
| | | |
| | | |
| | |
Net income | |
$ | 146 | | |
$ | 50 | | |
$ | 319 | | |
$ | 826 | |
Adjustments to reconcile consolidated net income to net cash provided by operating activities: | |
| | | |
| | | |
| | | |
| | |
Depreciation, depletion and amortization | |
| 593 | | |
| 150 | | |
| 1,464 | | |
| 580 | |
Impairment charges on assets other than goodwill | |
| 21 | | |
| 5 | | |
| 24 | | |
| 5 | |
Cash surrender value increase in excess of premiums paid | |
| (3 | ) | |
| - | | |
| (17 | ) | |
| - | |
Share-based compensation expense | |
| 52 | | |
| 23 | | |
| 206 | | |
| 66 | |
Deferred income tax benefit | |
| (38 | ) | |
| (24 | ) | |
| (137 | ) | |
| (28 | ) |
Pension and other postretirement funding more than cost | |
| (25 | ) | |
| (4 | ) | |
| (55 | ) | |
| (39 | ) |
Other | |
| 14 | | |
| (6 | ) | |
| 28 | | |
| (10 | ) |
| |
| | | |
| | | |
| | | |
| | |
Change in operating assets and liabilities, net of acquisitions and divestitures: | |
| | | |
| | | |
| | | |
| | |
Accounts receivable | |
| 278 | | |
| 182 | | |
| (144 | ) | |
| 245 | |
Inventories | |
| (58 | ) | |
| 59 | | |
| 62 | | |
| 220 | |
Other assets | |
| 16 | | |
| 22 | | |
| (31 | ) | |
| 43 | |
Accounts payable | |
| (47 | ) | |
| 178 | | |
| (273 | ) | |
| (260 | ) |
Income taxes | |
| (39 | ) | |
| (53 | ) | |
| (5 | ) | |
| (99 | ) |
Accrued liabilities and other | |
| (129 | ) | |
| 29 | | |
| 42 | | |
| 10 | |
Net cash provided by operating activities | |
| 781 | | |
| 611 | | |
| 1,483 | | |
| 1,559 | |
| |
| | | |
| | | |
| | | |
| | |
Investing activities: | |
| | | |
| | | |
| | | |
| | |
Capital expenditures | |
| (569 | ) | |
| (268 | ) | |
| (1,466 | ) | |
| (929 | ) |
Cash paid for purchase of businesses, net of cash acquired | |
| (3 | ) | |
| - | | |
| (719 | ) | |
| (29 | ) |
Proceeds from corporate owned life insurance | |
| 3 | | |
| - | | |
| 5 | | |
| - | |
Proceeds from sale of property, plant and equipment | |
| 46 | | |
| 6 | | |
| 61 | | |
| 17 | |
Deferred consideration paid | |
| - | | |
| - | | |
| (1 | ) | |
| (4 | ) |
Other | |
| 4 | | |
| 8 | | |
| 6 | | |
| 14 | |
Net cash used for investing activities | |
| (519 | ) | |
| (254 | ) | |
| (2,114 | ) | |
| (931 | ) |
| |
| | | |
| | | |
| | | |
| | |
Financing activities: | |
| | | |
| | | |
| | | |
| | |
Additions to debt | |
| 2,580 | | |
| 11 | | |
| 5,707 | | |
| 88 | |
Repayments of debt | |
| (2,681 | ) | |
| (16 | ) | |
| (4,321 | ) | |
| (136 | ) |
Debt issuance costs | |
| (19 | ) | |
| - | | |
| (63 | ) | |
| - | |
Changes in commercial paper, net | |
| 34 | | |
| - | | |
| 1 | | |
| - | |
Other debt (repayments) additions, net | |
| (11 | ) | |
| - | | |
| 2 | | |
| (4 | ) |
Repayments of finance lease liabilities | |
| (10 | ) | |
| (1 | ) | |
| (22 | ) | |
| (3 | ) |
Tax paid in connection with shares withheld from employees | |
| (5 | ) | |
| - | | |
| (26 | ) | |
| - | |
Purchases of treasury stock | |
| - | | |
| - | | |
| (27 | ) | |
| (30 | ) |
Cash dividends paid to stockholders | |
| (157 | ) | |
| (92 | ) | |
| (650 | ) | |
| (391 | ) |
Other | |
| 7 | | |
| (3 | ) | |
| 6 | | |
| (3 | ) |
Net cash (used for) provided by financing activities | |
$ | (262 | ) | |
$ | (101 | ) | |
$ | 607 | | |
$ | (479 | ) |
Effect of exchange rate changes on cash and cash equivalents | |
| (96 | ) | |
| 15 | | |
| (121 | ) | |
| 10 | |
(Decrease) increase in cash and cash equivalents | |
$ | (96 | ) | |
$ | 271 | | |
$ | (145 | ) | |
$ | 159 | |
Cash and cash equivalents at beginning of period | |
| 951 | | |
| 729 | | |
| 1,000 | | |
| 841 | |
Cash and cash equivalents at end of period | |
$ | 855 | | |
$ | 1,000 | | |
$ | 855 | | |
$ | 1,000 | |
Non-GAAP Financial Measures and Reconciliations
Smurfit Westrock plc (“Smurfit
Westrock”) reports its financial results in accordance with accounting principles generally accepted in the United States ("GAAP").
However, management believes certain non-GAAP financial measures provide Smurfit Westrock’s board of directors, investors, potential
investors, securities analysts and others with additional meaningful financial information that should be considered when assessing our
ongoing performance. Management also uses these non-GAAP financial measures in making financial, operating and planning decisions, and
in evaluating company performance. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the GAAP
results. The non-GAAP financial measures we present may differ from similarly captioned measures presented by other companies. Smurfit
Westrock uses the non-GAAP financial measures “Adjusted EBITDA,” “Adjusted EBITDA Margin,” and “Adjusted
Free Cash Flow.” We discuss below details of the non-GAAP financial measures presented by us and provide reconciliations of these
non-GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP.
Definitions
Smurfit Westrock uses the
non-GAAP financial measures “Adjusted EBITDA” and “Adjusted EBITDA Margin” to evaluate its overall performance.
The composition of Adjusted EBITDA is not addressed or prescribed by GAAP. Smurfit Westrock defines Adjusted EBITDA as income before
income taxes, unallocated corporate costs, depreciation, depletion and amortization, interest expense, net, pension and other postretirement
non-service (benefit) expense, net, share-based compensation expense, other expense, net, impairment of goodwill and other assets, amortization
of fair value step up on inventory, transaction and integration-related expenses associated with the Combination and other specific items
that management believes are not indicative of the ongoing operating results of the business. Smurfit Westrock views Adjusted EBITDA
as an appropriate and useful measure used to compare financial performance between periods. Adjusted EBITDA Margin is calculated as Adjusted
EBITDA divided by Net Sales.
Management
believes Adjusted EBITDA and Adjusted EBITDA Margin measures provide Smurfit Westrock’s management, board of directors, investors,
potential investors, securities analysts and others with useful information to evaluate Smurfit Westrock’s performance because,
in addition to income tax expense, depreciation, depletion and amortization expense, interest expense, net, pension and other postretirement
non-service (benefit) expense, net, and share-based compensation expense, Adjusted EBITDA also excludes restructuring costs, impairment
of goodwill and other assets and other specific items that management believes are not indicative of the operating results of the business.
Smurfit Westrock and its board of directors use this information in making financial, operating and planning decisions and when evaluating
Smurfit Westrock’s performance relative to other periods.
Smurfit Westrock
uses the non-GAAP financial measure “Adjusted Free Cash Flow”. Smurfit Westrock defines Adjusted Free Cash Flow as net cash
provided by operating activities as adjusted for capital expenditures and to exclude certain costs not reflective of underlying operations.
Management utilizes this measure in connection with managing Smurfit Westrock’s business and believes that Adjusted Free Cash Flow
is useful to investors as a liquidity measure because it measures the amount of cash generated that is available, after reinvesting in
the business, to maintain a strong balance sheet, pay dividends, repurchase stock, service debt and make investments for future growth.
It should not be inferred that the entire free cash flow amount is available for discretionary expenditures. By adjusting for certain
items that are not indicative of Smurfit Westrock’s underlying operational performance, Smurfit Westrock believes that Adjusted
Free Cash Flow also enables investors to perform meaningful comparisons between past and present periods.
Full Year Combined Adjusted EBITDA reflects unaudited financial information
for Smurfit Kappa and WestRock on a combined basis, from January 1, 2024. This includes financial information for the six months ended
June 30, 2024, as described in the Supplemental Unaudited Historical
Segment Financial Information on a Combined Basis presented in our Current Report on Form 8-K filed with the SEC on September 24, 2024,
and financial information for the first five days of July, due to the Combination closing on July 5, 2024. Such information has not been
prepared in compliance with Article 11 of Regulation S-X, nor prepared on a consolidated basis under U.S. GAAP. Combined Adjusted EBITDA
Margin is calculated as Full Year Combined Adjusted EBITDA divided by Combined Net Sales.
Reconciliations to Most Comparable GAAP Measure
Set forth below is a reconciliation of the non-GAAP financial measures
Adjusted EBITDA and Adjusted EBITDA Margin to Net income and Net Income Margin, the most directly comparable GAAP measures, for the periods
indicated.
| |
in
$ millions, except margins | |
| |
Three months ended | | |
Twelve months ended | |
| |
December
31, 2024 | | |
December
31,
2023 | | |
December
31, 2024 | | |
December
31, 2023 | |
Net income | |
$ | 146 | | |
$ | 50 | | |
$ | 319 | | |
$ | 826 | |
Income tax expense | |
| 77 | | |
| 54 | | |
| 241 | | |
| 312 | |
Depreciation, depletion and amortization | |
| 593 | | |
| 150 | | |
| 1,464 | | |
| 580 | |
Amortization of fair value step up on inventory | |
| (3 | ) | |
| - | | |
| 224 | | |
| - | |
Transaction and integration-related expenses associated
with the Combination | |
| 45 | | |
| 61 | | |
| 395 | | |
| 78 | |
Interest expense, net | |
| 173 | | |
| 30 | | |
| 398 | | |
| 139 | |
Pension and other postretirement non-service (benefit)
expense, net | |
| (7 | ) | |
| 20 | | |
| 24 | | |
| 49 | |
Share-based compensation expense | |
| 52 | | |
| 23 | | |
| 206 | | |
| 66 | |
Other expense, net | |
| 12 | | |
| 27 | | |
| 25 | | |
| 46 | |
Other adjustments (1) | |
| 78 | | |
| 32 | | |
| 90 | | |
| 32 | |
Adjusted EBITDA | |
$ | 1,166 | | |
$ | 447 | | |
$ | 3,386 | | |
$ | 2,128 | |
| |
| | | |
| | | |
| | | |
| | |
Net Sales | |
$ | 7,539 | | |
$ | 2,862 | | |
$ | 21,109 | | |
$ | 12,093 | |
Net
Income Margin (Net
Income/Net Sales) | |
| 1.9 | % | |
| 1.8 | % | |
| 1.5 | % | |
| 6.8 | % |
Adjusted
EBITDA Margin (Adjusted
EBITDA/Net Sales) | |
| 15.5 | % | |
| 15.6 | % | |
| 16.0 | % | |
| 17.6 | % |
(1) Other adjustments for the three months ended December
31, 2024, include a non-recurring, non-cash currency translation adjustment in Argentina of $42 million, restructuring costs of $34 million
and losses at closed facilities of $2 million (three months ended December 31, 2023: $- million, $32 million and $- million, respectively).
Other adjustments for the twelve months ended December 31, 2024, include restructuring costs of $56 million, a non-recurring, non-cash
currency translation adjustment in Argentina of $42 million and losses at closed facilities of $10 million partially offset by a reimbursement
of a fine from the Italian Competition Authority of $18 million (twelve months ended December 31, 2023: $32 million, $- million, $- million
and $- million, respectively).
Reconciliations to Most Comparable GAAP Measure
(continued)
Set forth below is a reconciliation of the non-GAAP financial measure
Full Year Combined Adjusted EBITDA to Net income, the most directly comparable GAAP measure.
| |
in $ millions, except margins | |
| |
Twelve months ended | |
| |
December
31, 2024 | |
Net income as reported by Smurfit Westrock | |
$ | 319 | |
Preacquisition net loss of WestRock | |
| (16 | ) |
Combined net income | |
| 303 | |
Combined: | |
| | |
Income tax expense | |
| 258 | |
Depreciation, depletion and amortization | |
| 2,270 | |
Amortization of fair value step up on inventory | |
| 224 | |
Transaction and integration-related expenses associated with the Combination | |
| 531 | |
Interest expense, net | |
| 613 | |
Pension and other postretirement non-service expense, net | |
| 28 | |
Share-based compensation expense | |
| 231 | |
Other expense, net | |
| 52 | |
Other adjustments (1) | |
| 196 | |
Combined Adjusted EBITDA | |
$ | 4,706 | |
| |
| | |
Combined Net Sales | |
$ | 30,904 | |
Combined Net Income Margin (Combined Net Income/Combined Net Sales) | |
| 1.0 | % |
Combined Adjusted EBITDA Margin (Combined Adjusted EBITDA/Combined Net Sales) | |
| 15.2 | % |
(1) Other adjustments for the twelve months ended December
31, 2024, primarily include restructuring costs of $118 million, a non-recurring, non-cash currency translation adjustment in Argentina
of $42 million, business transformation costs of $35 million, losses at closed facilities of $22 million partially offset by a reimbursement
of a fine from the Italian Competition Authority of $18 million.
Set forth below is a reconciliation of the non-GAAP financial measure
Adjusted Free Cash Flow to Net cash provided by operating activities, the most directly comparable GAAP measure, for the periods indicated.
| |
in $ millions | |
| |
Three months ended | | |
Twelve months ended | |
| |
December 31, 2024 | | |
December 31, 2023 | | |
December 31, 2024 | | |
December 31, 2023 | |
Net cash provided by operating activities | |
$ | 781 | | |
$ | 611 | | |
$ | 1,483 | | |
$ | 1,559 | |
Capital expenditures | |
| (569 | ) | |
| (268 | ) | |
| (1,466 | ) | |
| (929 | ) |
Free Cash Flow | |
$ | 212 | | |
$ | 343 | | |
$ | 17 | | |
$ | 630 | |
Adjustments: | |
| | | |
| | | |
| | | |
| | |
Transaction and integration costs | |
| 80 | | |
| 49 | | |
| 443 | | |
| 66 | |
Bridge facility fees | |
| - | | |
| 2 | | |
| - | | |
| 10 | |
Restructuring costs | |
| 18 | | |
| 3 | | |
| 64 | | |
| 16 | |
Italian competition fine reduction | |
| (18 | ) | |
| - | | |
| (18 | ) | |
| - | |
Tax on above items | |
| (35 | ) | |
| (6 | ) | |
| (77 | ) | |
| (6 | ) |
Adjusted Free Cash Flow | |
$ | 257 | | |
$ | 391 | | |
$ | 429 | | |
$ | 716 | |
Exhibit 99.2
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/2005951/000110465925011789/tm256218d1_ex99-2img001.jpg)
| Paper | Packaging | Solutions
2024
Fourth Quarter and Full
Year Results
February 12, 2025 |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/2005951/000110465925011789/tm256218d1_ex99-2img002.jpg)
| Paper | Packaging | Solutions
Smurfit Westrock Q4 | 2024 Results | 2
Forward Looking Statements
The presentation includes certain “forward-looking statements” (including within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended) regarding, among other things, the plans, strategies, outcomes, outlooks, and prospects, both business and financial, of Smurfit Westrock, the expected benefits of the
completed Combination (including, but not limited to, synergies), and any other statements regarding the Company's future expectations, beliefs, plans, objectives, results of operations, financial
condition and cash flows, or future events or performance. Statements that are not historical facts, including statements about the beliefs and expectations of the management of the Company, are
forward-looking statements. Words such as “may”, “will”, “could”, “should”, “would”, “anticipate”, “intend”, “estimate”, “project”, “plan”, “believe”, “expect”, “target”, “prospects”, “potential”,
“commit”, “forecasts”, “aims”, “considered”, “likely”, “estimate” and variations of these words and similar future or conditional expressions are intended to identify forward-looking statements but
are not the exclusive means of identifying such statements. While the Company believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking
statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the control of the Company. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend upon future circumstances that may or may not occur. Actual results may differ materially from the current expectations of the
Company depending upon a number of factors affecting its business, including risks associated with the integration and performance of the Company following the Combination.
Important factors that could cause actual results to differ materially from such plans, estimates or expectations include: 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; the impact of public health
crises, such as pandemics (including the COVID-19 pandemic) and epidemics and any related company or governmental policies and actions to protect the health and safety of individuals or
governmental policies or actions to maintain the functioning of national or global economies and markets; reduced supply of raw materials, energy and transportation, including from supply chain
disruptions and labor shortages; developments related to pricing cycles and volumes; intense competition; the ability of the Company to successfully recover from a disaster or other business
continuity problem due to a hurricane, flood, earthquake, terrorist attack, war, pandemic, security breach, cyber-attack, power loss, telecommunications failure or other natural or man-made
events, including the ability to function remotely during long-term disruptions such as the COVID-19 pandemic; the Company's ability to respond to changing customer preferences and to protect
intellectual property; the amount and timing of the Company's capital expenditures; risks related to international sales and operations; failures in the Company's quality control measures and
systems resulting in faulty or contaminated products; cybersecurity risks, including threats to the confidentiality, integrity and availability of data in the Company's systems; works stoppages and
other labor disputes, the Company’s ability to establish and maintain effective internal controls over financial reporting in accordance with SOX, and remediate any weaknesses in controls and
processes; the Company's ability to retain or hire key personnel; risks related to sustainability matters, including climate change and scarce resources, as well as the Company's ability to comply
with changing environmental laws and regulations; the Company's ability to successfully implement strategic transformation initiatives; results and impacts of acquisitions by the Company; the
Company's significant levels of indebtedness; the impact of the Combination on the Company's credit ratings; the potential impairment of assets and goodwill; the availability of sufficient cash to
distribute dividends to the Company's shareholders in line with current expectations; the scope, costs, timing and impact of any restructuring of operations and corporate and tax structure; evolving
legal, regulatory and tax regimes; changes in economic, financial, political and regulatory conditions in Ireland, the United Kingdom, the United States and elsewhere, and other factors that
contribute to uncertainty and volatility, natural and man-made disasters, civil unrest, pandemics (such as the COVID-19 pandemic), geopolitical uncertainty, and conditions that may result from
legislative, regulatory, trade and policy changes associated with the current or subsequent Irish, US or UK administrations, geo-economic fragmentation and protectionism such as tariffs, trade
wars or similar governmental actions affecting the flows of goods, services or currency; legal proceedings instituted against the Company; actions by third parties, including government agencies;
the Company's ability to promptly and effectively integrate Smurfit Kappa's and WestRock's businesses; the Company's ability to achieve the synergies and value creation contemplated by the
Combination; the Company's ability to meet expectations regarding the accounting and tax treatments of the Combination, including the risk that the Internal Revenue Service may assert that the
Company should be treated as a US corporation or be subject to certain unfavorable US federal income tax rules under Section 7874 of the Internal Revenue Code of 1986, as amended, as a
result of the Combination; other factors such as future market conditions, currency fluctuations, the behavior of other market participants, the actions of regulators and other factors such as
changes in the political, social and regulatory framework in which the Company's group operates or in economic or technological trends or conditions, and other risk factors included in the
Company's filings with the Securities and Exchange Commission. Neither the Company nor any of its associates or directors, officers or advisers provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in any such forward-looking statements will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with its legal or regulatory obligations (including under the UK Listing Rules, the Disclosure Guidance and Transparency Rules, the UK Market Abuse
Regulation and other applicable regulations), the Company is under no obligation, and the Company expressly disclaims any intention or obligation, to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise. |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/2005951/000110465925011789/tm256218d1_ex99-2img003.jpg)
| Paper | Packaging | Solutions
Smurfit Westrock Q4 | 2024 Results | 3
Non-GAAP Financial Measures and Reconciliations
Smurfit Westrock plc (“Smurfit Westrock”) reports its financial results in accordance with accounting principles generally accepted in the United States ("GAAP"). However, management believes certain non-GAAP financial measures provide Smurfit Westrock’s board of directors, investors, potential investors, securities analysts and others with additional meaningful financial information that should be considered
when assessing our ongoing performance. Management also uses these non-GAAP financial measures in making financial, operating and planning decisions, and in evaluating company performance. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the GAAP results. The non-GAAP financial measures we present may differ from similarly captioned measures presented
by other companies. Smurfit Westrock uses the non-GAAP financial measures “Adjusted EBITDA,” “Adjusted EBITDA Margin,” and “Adjusted Free Cash Flow”, “Net Debt” and “Net Leverage Ratio.” We
discuss below details of the non-GAAP financial measures presented by us and provide reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated in
accordance with GAAP.
Definitions
Smurfit Westrock uses the non-GAAP financial measures “Adjusted EBITDA” and “Adjusted EBITDA Margin” to evaluate its overall performance. The composition of Adjusted EBITDA is not addressed or
prescribed by GAAP. Smurfit Westrock defines Adjusted EBITDA as income before income taxes, unallocated corporate costs, depreciation, depletion and amortization, interest expense, net, pension and
other postretirement non-service (benefit) expense, net, share-based compensation expense, other expense, net, impairment of goodwill and other assets, amortization of fair value step up on inventory,
transaction and integration-related expenses associated with the Combination and other specific non-recurring items that management believes are not indicative of the ongoing operating results of the
business. Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by Net Sales.
Management believes Adjusted EBITDA and Adjusted EBITDA Margin measures provide Smurfit Westrock’s management, board of directors, investors, potential investors, securities analysts and others with
useful information to evaluate Smurfit Westrock’s performance because, in addition to income tax expense, depreciation, depletion and amortization expense, interest expense, net, pension and other
postretirement non service (benefit) expense, net, and share-based compensation expense, Adjusted EBITDA also excludes restructuring costs, impairment of goodwill and other assets and other specific
items that management believes are not indicative of the operating results of the business. Smurfit Westrock and its board of directors use this information in making financial, operating and planning decisions
and when evaluating Smurfit Westrock’s performance relative to other periods.
Smurfit Westrock uses the non-GAAP financial measure “Adjusted Free Cash Flow”. Smurfit Westrock defines Adjusted Free Cash Flow as net cash provided by operating activities as adjusted for capital
expenditures and to exclude certain costs not reflective of underlying operations. Management utilizes this measure in connection with managing Smurfit Westrock’s business and believes that Adjusted Free
Cash Flow is useful to investors as a liquidity measure because it measures the amount of cash generated that is available, after reinvesting in the business, to maintain a strong balance sheet, pay dividends,
repurchase stock, service debt and make investments for future growth. It should not be inferred that the entire free cash flow amount is available for discretionary expenditures. By adjusting for certain items
that are not indicative of Smurfit Westrock’s underlying operational performance, Smurfit Westrock believes that Adjusted Free Cash Flow also enables investors to perform meaningful comparisons between
past and present periods.
Smurfit Westrock uses the non-GAAP financial measures “Net Debt” and “Net Leverage Ratio” as useful measures to highlight the overall movement resulting from its operating and financial performance and
its overall leverage position. Management believes these measures provide Smurfit Westrock’s board of directors, investors, potential investors, securities analysts and others with useful information to evaluate
Smurfit Westrock’s repayment of debt relative to other periods. Smurfit Westrock defines Net Debt as borrowings net of cash and cash equivalents. Smurfit Westrock defines Net Leverage Ratio as Net Debt
divided by last twelve months (“LTM”) Adjusted EBITDA.
Full Year Combined Adjusted EBITDA reflects unaudited financial information for Smurfit Kappa and WestRock on a combined basis, from January 1, 2024. This includes financial information for the six months
ended June 30, 2024, as described in the Supplemental Unaudited Historical Segment Financial Information on a Combined Basis presented in our Current Report on Form 8-K filed with the SEC on
September 24, 2024, and financial information for the first five days of July, due to the Combination closing on July 5, 2024. Such information has not been prepared in compliance with Article 11 of Regulation
S-X, nor prepared on a consolidated basis under U.S. GAAP. Combined Adjusted EBITDA Margin is calculated as Full Year Combined Adjusted EBITDA divided by Combined Net Sales. |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/2005951/000110465925011789/tm256218d1_ex99-2img004.jpg)
| Paper | Packaging | Solutions
Smurfit Westrock Q4 | 2024 Results | 4
Delivering |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/2005951/000110465925011789/tm256218d1_ex99-2img005.jpg)
| Smurfit Westrock Q4 | 2024 Results | 5
Paper | Packaging | Solutions
Our global operating platform
supports local implementation
North America
Latin America
Europe, MEA,
and APAC |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/2005951/000110465925011789/tm256218d1_ex99-2img006.jpg)
| Smurfit Westrock Q4 | 2024 Results | 6
Paper | Packaging | Solutions
Smurfit Westrock
The go-to sustainable packaging partner of
choice. We offer an unrivalled product
portfolio and bring expertise, scale and a
global presence of ~500 packaging and
other facilities as well as 62 mills across 40
countries
packaging and
other facilities
~500
40
countries
billion net sales
~$31
~100,000
colleagues
million tons of 23+paper capacity
~300,000
acres of forestland
(123,000 hectares)
mills
62
million tons
recycled fiber
consumed
14 |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/2005951/000110465925011789/tm256218d1_ex99-2img007.jpg)
| Paper | Packaging | Solutions
Smurfit Westrock Q4 | 2024 Results | 7
>170 yearsof combined experience
Leadership team
with a strong track
record of delivery
Regional Leadership
Teams # Members Years of Experience
North America 10 ~180
EMEA & APAC 9 ~180
LATAM 12 ~240
Tony Smurfit
President and Group
CEO
Ken Bowles
Executive Vice
President and Group
CFO
Alvaro Henao
President and CEO,
LATAM
Saverio Mayer
President and CEO,
EMEA + APAC
Laurent Sellier
President and CEO,
North America
Paper | Packaging | Solutions |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/2005951/000110465925011789/tm256218d1_ex99-2img008.jpg)
| Paper | Packaging | Solutions
EBITDA margin* Dividend**
Net leverage ratio* Return on capital employed*
10
12
14
16
18
20
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
5
10
15
20
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
0
0.5
1
1.5
2
2.5
3
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
0
50
100
150
200
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
*EBITDA margin, net leverage ratio and return on capital employed are historic reported non-GAAP IFRS performance measures, and are calculated in euro.
Graphs represent historical financial performance under legacy Smurfit Kappa Group. Prior performance is not necessarily indicative of future results
%
%
€ cent
Strong track record of delivery
• Applied an owner/operator, performance-led culture
• De-centralized operations
• Visibility on plant level P&L and balance
sheet
• A sharp commercial focus
• Invested to reduce operating costs and
improve efficiency
• Expanded training and development
opportunities
• Returns focused, disciplined capital
allocation and execution
Smurfit Westrock Q4 | 2024 Results | 8
** Dividend history represents legacy Smurfit Kappa Group dividends. Any future dividends are subject to market conditions and appropriate Board approvals. |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/2005951/000110465925011789/tm256218d1_ex99-2img009.jpg)
| Paper | Packaging | Solutions
Smurfit Westrock Q4 | 2024 Results | 9
Successful initial phase
of the transformation journey
✓ Delivering to plan – Full Year Combined
Adjusted EBITDA* of $4.7 billion in FY 2024
✓ Synergy program of $400 million on track to
complete in FY 2025
✓ Opportunities identified to create additional
value of over $400 million
✓ Anticipated capex for 2025, $2.2-$2.4 billion
✓ Strong buy-in of people in creating a
successful Smurfit Westrock
✓ Decentralization leading to more
streamlined organization
* Full Year Combined Adjusted EBITDA is a non-GAAP financial measure. See the Appendix for
the reconciliation of this measure to the most comparable GAAP measure.
Smurfit Westrock Q4 | 2024 Results | 9 |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/2005951/000110465925011789/tm256218d1_ex99-2img010.jpg)
| Paper | Packaging | Solutions
Smurfit Westrock Q4 | 2024 Results | 10
Optimizing production
Since the beginning of 2023 we have:
✓ Closed 32 packaging facilities
✓ Closed three mills
✓ Divested four mills
Improve
operational
efficiency
through
strategic
consolidation
Achieve
cost savings
by reducing
redundant
facilities
Enhance
focus on core
facilities leads
to better
resource
allocation
Smurfit Westrock Q4 | 2024 Results | 10 |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/2005951/000110465925011789/tm256218d1_ex99-2img011.jpg)
| Paper | Packaging | Solutions
Smurfit Westrock Q4 | 2024 Results | 11
Investing for growth
Significant ongoing investment in the mill and
packaging facility network to take out cost,
increase efficiency and meet the needs of our
diverse customer base, including:
Recent Significant Capex
• Mold
• Longview
• Pleasant Prairie
• Cerro Gordo
• Facture
• Pruskzow
• Rethel
• Bruhl
• Cali
• Bag-in-Box
On these projects alone,
investment amounted to:
>$750 million
Smurfit Westrock Q4 | 2024 Results | 11 |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/2005951/000110465925011789/tm256218d1_ex99-2img012.jpg)
| Paper | Packaging | Solutions
Smurfit Westrock Q4 | 2024 Results | 12
What’s next:
✓ Capitalizing on our excellent market positions
and asset quality
✓ Empowering experienced and motivated
people who want to be part of a winning
team
✓ Further sharpening of commercial focus
across the organization
✓ Expanding our ‘value over volume’
philosophy - presenting the customer with
innovative solutions
✓ Continued operating and financial excellence
✓ Continued disciplined capital allocation
decisions enhancing operating efficiency,
margin and returns
Smurfit Westrock Q4 | 2024 Results | 12 |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/2005951/000110465925011789/tm256218d1_ex99-2img013.jpg)
| Paper | Packaging | Solutions
Smurfit Westrock Q4 | 2024 Results | 13
Financials |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/2005951/000110465925011789/tm256218d1_ex99-2img014.jpg)
| Paper | Packaging | Solutions
Smurfit Westrock Q4 | 2024 Results | 14
$7.539
Billion
Net Sales
$1.166
Billion
Adjusted EBITDA*
15.5%
Adjusted
EBITDA Margin*
$257m
Adjusted
Free Cash Flow*
Q4 2024 Smurfit Westrock results
*Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Free Cash Flow are non-GAAP financial measures. See the Appendix for the reconciliation of these measures to the most comparable GAAP measures.
Smurfit Westrock Q4 | 2024 Results | 14 |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/2005951/000110465925011789/tm256218d1_ex99-2img015.jpg)
| Paper | Packaging | Solutions
Smurfit Westrock Q4 | 2024 Results | 15
Q4 Highlights
Smurfit Westrock | North America
Q4 24
Net Sales (aggregate) $4.6 billion
Adjusted EBITDA* $710 million
Adjusted EBITDA Margin* 15.4%
Corrugated Volume Δ Flat
*Adjusted EBITDA is our GAAP measure of segment profitability because it is used by our chief operating decision
maker to make decisions regarding allocation of resources and to assess segment performance.
• Focus on value over volume
• Positive overall trend in safety statistics, emphasis on
local accountability, leadership, employee engagement
• Further reduction in overall employee numbers as a
consequence of continued decentralization
• Quality, service and productivity metrics continue to
improve
• Paper integration continues, synergies being realized
• Operational focus:
– paper grades/board combinations and supply
chain optimization in the mill network;
– with customer centricity, cost control, innovation
and commercial focus the emphasis of the
converting operations
Smurfit Westrock Q4 | 2024 Results | 15 |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/2005951/000110465925011789/tm256218d1_ex99-2img016.jpg)
| Paper | Packaging | Solutions
Smurfit Westrock Q4 | 2024 Results | 16
Q4 Highlights
Smurfit Westrock | EMEA + APAC
Q4 24
Net Sales (aggregate) $2.5 billion
Adjusted EBITDA* $371 million
Adjusted EBITDA Margin* 14.7%
Corrugated Volume Δ Flat
• Record performance from a safety perspective
• Record On-Time-In-Full (service) statistics
• Record corrugator productivity
• New consumer packaging sales organization
developed
• 10 converting machines installed
• Continued investment in Bag-In-Box
• Significant other investment in new corrugators, safety
systems, efficiency projects and capacity expansion in
paper and converting operations
*Adjusted EBITDA is our GAAP measure of segment profitability because it is used by our chief operating decision
maker to make decisions regarding allocation of resources and to assess segment performance.
Smurfit Westrock Q4 | 2024 Results | 16 |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/2005951/000110465925011789/tm256218d1_ex99-2img017.jpg)
| Paper | Packaging | Solutions
Smurfit Westrock Q4 | 2024 Results | 17
Q4 Highlights
Smurfit Westrock | LATAM
Q4 24
Net Sales (aggregate) $0.5 billion
Adjusted EBITDA* $121 million
Adjusted EBITDA Margin* 23.1%
Corrugated Volume Δ -3.4%
• Further investment in 2025 on mill expansion projects,
new converting equipment and paper machine
upgrades will capture growth in this dynamic region
• Value over volume approach has consistently
contributed toward stronger customer relationships and
higher margin
• Continued progress on cost take-out, efficiency and
growth
• Optimization of cost base remains a priority
• Brazil and Colombia are major contributors to regional
earnings – account for over 75% of the region's
earnings
*Adjusted EBITDA is our GAAP measure of segment profitability because it is used by our chief operating decision
maker to make decisions regarding allocation of resources and to assess segment performance.
Smurfit Westrock Q4 | 2024 Results | 17 |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/2005951/000110465925011789/tm256218d1_ex99-2img018.jpg)
| Paper | Packaging | Solutions
Smurfit Westrock Q4 | 2024 Results | 18
Growth, integration and
sustainability focused
2025 – $2.2bn - $2.4bn
Progressive policy* is a
key component of
capital allocation
discussion
Previously
announced quarterly
dividend of $0.4308
per ordinary share
Strong investment
grade credit rating
with a long-term
target of <2x net
leverage ratio
Selective when other capital
allocation demands have
been satisfied
Capital expenditure
Dividend
Balance sheet
Other shareholder
returns
Capital
allocation
Disciplined approach –
returns based
Disciplined, value M+A accretive approach
Capital
allocation
*Subject to applicable law and
required Board approvals
Paper | Packaging | Solutions |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/2005951/000110465925011789/tm256218d1_ex99-2img019.jpg)
| Paper | Packaging | Solutions
Smurfit Westrock Q4 | 2024 Results | 19
Conclusion |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/2005951/000110465925011789/tm256218d1_ex99-2img020.jpg)
| Paper | Packaging | Solutions
Smurfit Westrock Q4 | 2024 Results | 20
Increasingly excited about the
opportunities and prospects ahead
“
“
“
✓ Experienced and motivated people
✓ Unrivalled scale and geographical footprint across 40
countries
✓ Diverse product portfolio with unique development
applications – solving customers problems
✓ Leading market positions
✓ Significant, value creating opportunities for growth and
cost take out
✓ Returns focused capital allocation
✓ Depth of expertise of this management team
The operational and financial
expertise that are hallmarks of
this management team are
already being applied
as we transform the combined
business.
- Tony Smurfit
Why we will win
Paper | Packaging | Solutions |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/2005951/000110465925011789/tm256218d1_ex99-2img021.jpg)
| Paper | Packaging | Solutions
Smurfit Westrock Q4 | 2024 Results | 21
Attractive long-term fundamentals
“
“
Paper | Packaging | Solutions
✓ Continued and meaningful progress on our transformation
journey
✓ Strong structural growth drivers
✓ Product that is increasingly valued by the end consumer
and our customers
✓ Differentiated offering wins and retains business
✓ Team with a strong track record of delivery
✓ Shared commitment to driving shareholder value creation
While we are at the
beginning of our journey,
I am immensely proud of
what our teams have
achieved in our first six
months as Smurfit Westrock.
- Tony Smurfit
Smurfit Westrock Q4 | 2024 Results | 21 |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/2005951/000110465925011789/tm256218d1_ex99-2img022.jpg)
| Paper | Packaging | Solutions
Smurfit Westrock Q4 | 2024 Results | 22
Appendices |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/2005951/000110465925011789/tm256218d1_ex99-2img023.jpg)
| Paper | Packaging | Solutions
Smurfit Westrock Q4 | 2024 Results | 23
Full Year 2024 Smurfit Westrock combined
YTD*
Combined Net Sales
$30,904m
Combined Adjusted EBITDA**
$4,706m
Combined Adjusted EBITDA Margin**
15.2%
Combined Net Leverage Ratio**
2.7x
*Full Year Combined Adjusted EBITDA reflects unaudited financial information for Smurfit Kappa and WestRock on a combined basis, from January 1, 2024. This includes financial information for the six months ended June 30, 2024, as described in the
Supplemental Unaudited Historical Segment Financial Information on a Combined Basis presented in our Current Report on Form 8-K filed with the SEC on September 24, 2024, and financial information for the first five days of July, due to the
Combination closing on July 5, 2024. Such information has not been prepared in compliance with Article 11 of Regulation S-X, nor prepared on a consolidated basis under U.S. GAAP. Combined Adjusted EBITDA Margin is calculated as Full Year
Combined Adjusted EBITDA divided by Combined Net Sales.
**Combined Adjusted EBITDA, Combined Adjusted EBITDA Margin and Combined Net Leverage Ratio are non-GAAP financial measures. See the Appendix for the reconciliation of these measures to the most comparable GAAP measures. |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/2005951/000110465925011789/tm256218d1_ex99-2img024.jpg)
| Paper | Packaging | Solutions
Smurfit Westrock Q4 | 2024 Results | 24
Cash interest ~$0.7 billion
Cash tax ~$0.6 billion
Effective tax rate ~26%
Capital expenditure ~$2.2 – $2.4 billion
2025 Q1 Adjusted EBITDA* ~ $1.25 billion
2025 Guidance
*Adjusted EBITDA is a non-GAAP financial measure. We have not reconciled Adjusted EBITDA outlook to the most comparable GAAP outlook because it is not possible to do so without unreasonable efforts due to the uncertainty and potential variability of
reconciling items, which are dependent on future events and often outside of management's control and which could be significant. Because such items cannot be reasonably predicted with the level of precision required, we are unable to provide an
outlook for the comparable GAAP measure (net income). |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/2005951/000110465925011789/tm256218d1_ex99-2img025.jpg)
| Paper | Packaging | Solutions
Smurfit Westrock Q4 | 2024 Results | 25
Reconciliations to most comparable GAAP measure
Set forth below is a reconciliation of the non-GAAP financial measures Adjusted EBITDA and Adjusted EBITDA Margin to Net Income and Net Income Margin, the most directly comparable GAAP
measures, for the periods indicated.
(1) Other adjustments for the three months ended December 31, 2024, include a non-recurring, non-cash currency translation adjustment in Argentina of $42 million, restructuring costs of $34 million and losses at closed facilities of $2 million
(three months ended December 31, 2023: $- million, $32 million and $- million, respectively). Other adjustments for the twelve months ended December 31, 2024, include restructuring costs of $56 million, a non-recurring, non-cash currency
translation adjustment in Argentina of $42 million and losses at closed facilities of $10 million partially offset by a reimbursement of a fine from the Italian Competition Authority of $18 million (twelve months ended December 31, 2023: $32 million,
$- million, $- million and $- million, respectively).
in $ millions, except margins
Three months ended Twelve months ended
December 31, 2024 December 31, 2023 December 31, 2024 December 31, 2023
Net income $ 146 $ 50 $ 319 $ 826
Income tax expense 77 54 241 312
Depreciation, depletion and amortization 593 150 1,464 580
Amortization of fair value step up on inventory (3) - 224 -
Transaction and integration-related expenses associated with the Combination 45 61 395 78
Interest expense, net 173 30 398 139
Pension and other postretirement non-service (benefit) expense, net (7) 20 24 49
Share-based compensation expense 52 23 206 66
Other expense, net 12 27 25 46
Other adjustments (1) 78 32 90 32
Adjusted EBITDA $ 1,166 $ 447 $ 3,386 $ 2,128
Net Sales $ 7,539 $ 2,862 $ 21,109 $ 12,093
Net Income Margin (Net Income/Net Sales) 1.9% 1.8% 1.5% 6.8%
Adjusted EBITDA Margin (Adjusted EBITDA/Net Sales) 15.5% 15.6% 16.0% 17.6% |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/2005951/000110465925011789/tm256218d1_ex99-2img026.jpg)
| Paper | Packaging | Solutions
Smurfit Westrock Q4 | 2024 Results | 26
Reconciliations to most comparable GAAP measure (continued)
Set forth below is a reconciliation of the non-GAAP financial measure Adjusted Free Cash Flow to Net cash provided by operating activities, the most directly comparable GAAP measure, for the periods
indicated.
Set forth below is a reconciliation of the non-GAAP financial measures Net Debt and Combined Net Leverage Ratio to total borrowings, the most directly comparable GAAP measure, for the period indicated.
(1) Includes unamortized debt issuance costs.
in $ millions, except Net Leverage Ratio
December 31, 2024
Current portion of debt (1) $ 1,053
Non-current debt due after one year (1) 12,542
Less:
Cash and cash equivalents (855)
Net Debt $ 12,740
Combined Adjusted EBITDA (LTM) $ 4,706
Combined Net Leverage Ratio 2.7x (Net Debt/Combined Adjusted EBITDA (LTM))
in $ millions
Three months ended Twelve months ended
December 31,
2024
December 31,
2023
December 31,
2024
December 31,
2023
Net cash provided by operating activities $ 781 $ 611 $ 1,483 $ 1,559
Capital expenditures (569) (268) (1,466) (929)
Free Cash Flow $ 212 $ 343 $ 17 $ 630
Adjustments:
Transaction and integration costs 80 49 443 66
Bridge facility fees - 2 - 10
Restructuring costs 18 3 64 16
Italian competition fine reduction (18) - (18) -
Tax on above items (35) (6) (77) (6)
Adjusted Free Cash Flow $ 257 $ 391 $ 429 $ 716 |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/2005951/000110465925011789/tm256218d1_ex99-2img027.jpg)
| Paper | Packaging | Solutions
Smurfit Westrock Q4 | 2024 Results | 27
Reconciliations to most comparable GAAP measure for Full Year
Combined Adjusted EBITDA
Set forth below is a reconciliation of the non-GAAP financial measures Full Year Combined Adjusted EBITDA to Net Income, the most directly comparable GAAP measure.
(1) Other adjustments for the twelve months ended December 31, 2024, primarily include restructuring costs of $118 million, a non-recurring, non-cash currency translation adjustment in Argentina of $42 million, business transformation costs of
$35 million, losses at closed facilities of $22 million partially offset by a reimbursement of a fine from the Italian Competition Authority of $18 million.
in $ millions, except margins
Twelve Months Ended
December 31, 2024
Net income as reported by Smurfit Westrock $ 319
Preacquisition net loss of WestRock (16)
Combined Net Income 303
Combined:
Income tax expense 258
Depreciation, depletion and amortization 2,270
Amortization of fair value step up on inventory 224
Transaction and integration-related expenses associated with the Combination 531
Interest expense, net 613
Pension and other postretirement non-service expense, net 28
Share-based compensation expense 231
Other expense, net 52
Other adjustments (1) 196
Combined Adjusted EBITDA $ 4,706
Combined Net Sales $ 30,904
Combined Net Income Margin
(Combined Net Income/Combined Net Sales) 1.0%
Combined Adjusted EBITDA Margin
(Combined Adjusted EBITDA/Combined Net Sales) 15.2% |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/2005951/000110465925011789/tm256218d1_ex99-2img028.jpg)
| Paper | Packaging | Solutions
Smurfit Westrock Q4 | 2024 Results | 28
Our Purpose
Create Protect Care |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/2005951/000110465925011789/tm256218d1_ex99-2img029.jpg)
| Paper | Packaging | Solutions
Smurfit Westrock Q4 | 2024 Results | 29 |
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