(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
N/A | ||
(Address of principal executive offices) | (Zip Code) |
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
Emerging growth company |
Page | |
Item 1A. Risk Factors | |
Page | |
Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023 | |
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and September 30, 2023 | |
Condensed Consolidated Statements of Comprehensive (Loss) Income for the three and nine months ended September 30, 2024 and September 30, 2023 | |
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and September 30, 2023 | |
Condensed Consolidated Statements of Changes in Equity for the three and nine months ended September 30, 2024 and September 30, 2023 | |
Notes to the Condensed Consolidated Financial Statements |
September 30, 2024 | December 31, 2023 | ||
Assets | |||
Current assets: | |||
Cash and cash equivalents, including restricted cash (amounts related to consolidated variable interest entities of $ | $ | $ | |
Accounts receivable (amounts related to consolidated variable interest entities of $ million at September 30, 2024 and December 31, 2023, respectively) | |||
Inventories | |||
Other current assets | |||
Total current assets | |||
Property, plant and equipment, net | |||
Goodwill | |||
Intangibles, net | |||
Prepaid pension asset | |||
Other non-current assets (amounts related to consolidated variable interest entities of $ $ | |||
Total assets | $ | $ | |
Liabilities and Equity | |||
Current liabilities: | |||
Accounts payable | $ | $ | |
Accrued expenses | |||
Accrued compensation and benefits | |||
Current portion of debt | |||
Other current liabilities | |||
Total current liabilities | |||
Non-current debt due after one year (amounts related to consolidated variable interest entities of $ million and $ | |||
Deferred tax liabilities | |||
Pension liabilities and other postretirement benefits, net of current portion | |||
Other non-current liabilities (amounts related to consolidated variable interest entities of $ and $ | |||
Total liabilities | |||
Commitments and Contingencies (Note 17) | |||
Equity: | |||
Preferred stock; $ outstanding at September 30, 2024 and December 31, 2023, respectively | |||
Common stock; $ | |||
Deferred shares, € outstanding at September 30, 2024 and December 31, 2023, respectively | |||
Treasury stock, at cost ( December 31, 2023 respectively) | ( | ( | |
Capital in excess of par value | |||
Accumulated other comprehensive loss | ( | ( | |
Retained earnings | |||
Total stockholders’ equity | |||
Noncontrolling interests | |||
Total equity | |||
Total liabilities and equity | $ | $ | |
Three months ended | Nine months ended | ||||||
September 30, | September 30, | ||||||
2024 | 2023 | 2024 | 2023 | ||||
Net sales | $ | $ | $ | $ | |||
Cost of goods sold | ( | ( | ( | ( | |||
Gross profit | |||||||
Selling, general and administrative expenses | ( | ( | ( | ( | |||
Transaction and integration-related expenses associated with the Combination | ( | ( | ( | ( | |||
Operating profit | |||||||
Pension and other postretirement non-service benefit (expense), net | ( | ( | ( | ||||
Interest expense, net | ( | ( | ( | ( | |||
Other expense, net | ( | ( | ( | ( | |||
(Loss) income before income taxes | ( | ||||||
Income tax expense | ( | ( | ( | ( | |||
Net (loss) income | ( | ||||||
Less: Net (loss) income attributable to noncontrolling interests | |||||||
Net (loss) income attributable to common stockholders | $( | $ | $ | $ | |||
Basic (loss) earnings per share attributable to common stockholders | $( | $ | $ | $ | |||
Diluted (loss) earnings per share attributable to common stockholders | $( | $ | $ | $ | |||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. |
Three months ended | Nine months ended | ||||||
September 30, | September 30, | ||||||
2024 | 2023 | 2024 | 2023 | ||||
Net (loss) income | $( | $ | $ | $ | |||
Other comprehensive income (loss), net of tax: | |||||||
Foreign currency: | |||||||
Foreign currency translation gain (loss) | ( | ( | |||||
Defined benefit pension and other postretirement benefit plans adjustments | ( | ||||||
Derivatives: | |||||||
Deferred gain recognized on cash flow hedges | |||||||
Other comprehensive income (loss), net of tax | ( | ( | |||||
Comprehensive (loss) income | ( | ||||||
Less: Comprehensive (loss) income attributable to noncontrolling interests | |||||||
Comprehensive (loss) income attributable to common stockholders | $( | $ | $ | $ | |||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. |
Nine months ended | |||
September 30, | |||
2024 | 2023 | ||
Operating activities: | |||
Net income | $ | $ | |
Adjustments to reconcile consolidated net income to net cash provided by operating activities: | |||
Depreciation, depletion and amortization | |||
Cash surrender value increase in excess of premiums paid | ( | ||
Share-based compensation expense | |||
Deferred income tax benefit | ( | ( | |
Pension and other postretirement funding more than cost | ( | ( | |
Other | ( | ||
Change in operating assets and liabilities, net of acquisitions and divestitures: | |||
Accounts receivable | ( | ||
Inventories | |||
Other assets | ( | ||
Accounts payable | ( | ( | |
Income taxes | ( | ||
Accrued liabilities and other | ( | ||
Net cash provided by operating activities | |||
Investing activities: | |||
Capital expenditures | ( | ( | |
Cash paid for purchase of businesses, net of cash acquired | ( | ( | |
Proceeds from corporate owned life insurance | |||
Proceeds from sale of property, plant and equipment | |||
Other | |||
Net cash used for investing activities | ( | ( | |
Financing activities: | |||
Additions to debt | |||
Repayments of debt | ( | ( | |
Debt issuance costs | ( | ||
Revolving credit facilities repayments, net | ( | ( | |
Changes in commercial paper, net | ( | ||
Other debt additions, net | |||
Repayments of lease liabilities | ( | ( | |
Tax paid in connection with shares withheld from employees | ( | ||
Purchases of treasury stock | ( | ( | |
Cash dividends paid to stockholders | ( | ( | |
Other | ( | ||
Net cash provided by (used for) financing activities | ( | ||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | ( | ( | |
Decrease in cash, cash equivalents and restricted cash | ( | ( | |
Cash, cash equivalents and restricted cash at beginning of period | |||
Cash, cash equivalents and restricted cash at end of period | $ | $ |
Shares of Common Stock | Common Stock | Capital in Excess of Par value | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders' Equity | Noncontrolling Interest ("NCI") | Total | |
Balance at June 30, 2024(1) | $ | $ | $( | $ | $( | $ | $ | $ | |
Net loss | — | — | — | — | ( | — | ( | — | ( |
Other comprehensive income, net of tax | — | — | — | — | — | — | |||
Share-based payments | — | — | — | — | — | — | |||
Shares of Smurfit Westrock common stock issued to WestRock stockholders and NCI assumed as a result of the Merger | — | — | — | ||||||
Converted WestRock RSUs and Options attributable to pre-Combination services | — | — | — | — | — | — | |||
Issuance of common stock net of tax paid in connection with shares withheld from employees | — | — | — | ( | — | ( | — | ( | |
Dividends declared ($ | — | — | — | ( | — | ( | — | ( | |
Balance at September 30, 2024 | $ | $ | $( | $ | $( | $ | $ | $ |
Shares of Common Stock | Common Stock | Capital in Excess of Par value | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders' Equity | Noncontrolling Interest ("NCI") | Total | |
Balance at June 30, 2023(1) | $ | $ | $( | $ | $( | $ | $ | $ | |
Net income | — | — | — | — | — | — | |||
Other comprehensive loss, net of tax | — | — | — | — | — | ( | ( | — | ( |
Share-based payments | — | — | — | — | — | — | |||
Shares distributed by Smurfit Kappa Employee Trust | — | — | ( | — | — | — | — | ||
Balance at September 30, 2023 | $ | $ | $( | $ | $( | $ | $ | $ |
Shares of Common Stock | Common Stock | Capital in Excess of Par value | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders' Equity | Noncontrolling Interest ("NCI") | Total | |
Balance at December 31, 2023(1) | $ | $ | $( | $ | $( | $ | $ | $ | |
Net income | — | — | — | — | — | — | |||
Other comprehensive loss, net of tax | — | — | — | — | — | ( | ( | — | ( |
Share-based payments | — | — | — | — | — | — | |||
Shares distributed by Smurfit Kappa Employee Trust | — | — | ( | — | — | — | — | ||
Purchases of treasury stock | — | — | — | ( | — | — | ( | — | ( |
Shares of Smurfit Westrock common stock issued to WestRock stockholders and NCI assumed as a result of the Merger | — | — | — | ||||||
Converted WestRock RSUs and Options attributable to pre-Combination services | — | — | — | — | — | — | |||
Issuance of common stock net of tax paid in connection with shares withheld from employees | — | — | — | ( | — | ( | — | ( | |
Dividends declared ($ | — | — | — | ( | — | ( | — | ( | |
Balance at September 30, 2024 | $ | $ | $( | $ | $( | $ | $ | $ |
Shares of Common Stock | Common Stock | Capital in Excess of Par value | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders' Equity | Noncontrolling Interest ("NCI") | Total | |
Balance at December 31, 2022(1) | $ | $ | $( | $ | $( | $ | $ | $ | |
Net income | — | — | — | — | — | — | |||
Other comprehensive income, net of tax | — | — | — | — | — | — | |||
Share-based payments | — | — | — | — | — | — | |||
Issuance of common stock | — | — | — | — | — | — | — | — | |
Purchases of treasury stock | — | — | — | ( | — | — | ( | — | ( |
Shares distributed by Smurfit Kappa Employee Trust | — | — | ( | — | — | — | — | ||
Dividends declared ($ | — | — | — | — | ( | — | ( | — | ( |
Balance at September 30, 2023 | $ | $ | $( | $ | $( | $ | $ | $ |
Cash paid for outstanding WestRock Stock (a) | $ |
Smurfit Westrock Shares issued to WestRock Stockholders (b) | |
Converted WestRock Options and WestRock RSU Awards attributable to pre-Combination service (c) | |
Settlement of pre-existing relationships, trade and other payable and receivable balances with WestRock (d) | ( |
Aggregate Merger Consideration | $ |
Identifiable net assets: | |
Cash and cash equivalents | $ |
Accounts receivable | |
Inventories | |
Other current assets | |
Property, plant and equipment | |
Intangibles | |
Prepaid pension asset | |
Other non-current assets | |
Accounts payable | ( |
Accrued compensation and benefits | ( |
Current portion of debt | ( |
Other current liabilities | ( |
Non-current debt due after one year | ( |
Deferred tax liabilities | ( |
Pension liabilities and other postretirement benefits, net of current portion | ( |
Other non-current liabilities | ( |
Noncontrolling interests | ( |
Identifiable net assets acquired as of July 5, 2024 | |
Goodwill arising on Merger | |
Aggregate Merger Consideration | $ |
Preliminary Fair Value | Weighted Average Useful Lives (in years) | ||
Preliminary fair value of intangible assets acquired: | |||
Customer relationships | $ | ||
Trade names and trademarks | |||
Developed technology | |||
Software assets | |||
Land use rights | |||
Intangible assets acquired | $ |
Three months ended | Nine months ended | ||||||
September 30 | September 30 | ||||||
2024 | 2023 | 2024 | 2023 | ||||
Net sales | $ | $ | $ | $ | |||
Net income (loss) attributable to common stockholders | $ | $ | $ | $( |
Three months ended | Nine months ended | ||||||
September 30, | September 30, | ||||||
2024 | 2023 | 2024 | 2023 | ||||
Net sales (aggregate) | |||||||
Europe, MEA and APAC | $ | $ | $ | $ | |||
North America | |||||||
LATAM | |||||||
Total | $ | $ | $ | $ | |||
Less net sales (intersegment): | |||||||
Europe, MEA and APAC | $ | $ | $ | $ | |||
North America | |||||||
LATAM | |||||||
Total | $ | $ | $ | $ | |||
Net sales (unaffiliated customers): | |||||||
Europe, MEA and APAC | $ | $ | $ | $ | |||
North America | |||||||
LATAM | |||||||
Total | $ | $ | $ | $ | |||
Adjusted EBITDA: | |||||||
Europe, MEA and APAC | $ | $ | $ | $ | |||
North America | |||||||
LATAM | |||||||
Total | $ | $ | $ | $ | |||
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 | ( | ( | ( | ( | |||
Amortization of fair value step up on inventory | ( | ( | |||||
Transaction and integration-related expenses associated with the Combination | ( | ( | ( | ( | |||
Other adjustments | ( | ( | |||||
(Loss) income before income taxes | $( | $ | $ | $ |
Nine months ended | |||
September 30, | |||
2024 | 2023 | ||
Capital expenditures: | |||
Europe, MEA and APAC | $ | $ | |
North America | |||
LATAM | |||
Total per reportable segment | $ | $ | |
Corporate | |||
Total capital expenditure | $ | $ |
September 30, | December 31, | ||
2024 | 2023 | ||
Assets: | |||
Europe, MEA and APAC | $ | $ | |
North America | |||
LATAM | |||
Total per reportable segment | $ | $ | |
Corporate(1) | |||
Total assets | $ | $ |
Three months ended | |||||||
September 30, 2024 | |||||||
Europe, MEA and APAC | North America | LATAM | Total | ||||
Revenue by product: | |||||||
Paper | $ | $ | $ | $ | |||
Packaging | |||||||
Total | $ | $ | $ | $ |
Three months ended | |||||||
September 30, 2023 | |||||||
Europe, MEA and APAC | North America | LATAM | Total | ||||
Revenue by product: | |||||||
Paper | $ | $ | $ | $ | |||
Packaging | |||||||
Total | $ | $ | $ | $ |
Nine months ended | |||||||
September 30, 2024 | |||||||
Europe, MEA and APAC | North America | LATAM | Total | ||||
Revenue by product: | |||||||
Paper | $ | $ | $ | $ | |||
Packaging | |||||||
Total | $ | $ | $ | $ |
Nine months ended | |||||||
September 30, 2023 | |||||||
Europe, MEA and APAC | North America | LATAM | Total | ||||
Revenue by product: | |||||||
Paper | $ | $ | $ | $ | |||
Packaging | |||||||
Total | $ | $ | $ | $ |
Contract Assets (Short-Term) | Contract Liabilities (Short-Term) | ||
Recorded on the Combination | $ | $ | |
Decrease | ( | ( | |
Ending balance - September 30, 2024 | $ | $ |
Three months ended | Nine months ended | ||||||
September 30, | September 30, | ||||||
2024 | 2023 | 2024 | 2023 | ||||
Transaction-related costs associated with the Combination | $( | $( | $( | $( | |||
Integration-related costs associated with the Combination | ( | ( | |||||
Total transaction and integration-related costs associated with the Combination | $( | $( | $( | $( |
September 30, | December 31, | ||
2024 | 2023 | ||
Gross accounts receivable | $ | $ | |
Less: Allowances | ( | ( | |
Accounts receivable | $ | $ |
September 30, | December 31, | ||
2024 | 2023 | ||
Finished goods | $ | $ | |
Work in process | |||
Raw materials | |||
Consumables and spare parts | |||
Inventories | $ | $ |
September 30, | December 31, | ||
2024 | 2023 | ||
Land and buildings | $ | $ | |
Forestlands | |||
Plant and equipment | |||
Construction in progress | |||
Finance lease right-of-use assets | |||
Property, plant and equipment at cost | |||
Less: Accumulated depreciation, depletion and amortization | ( | ( | |
Property, plant and equipment, net | $ | $ |
Europe, MEA and APAC | North America | LATAM | Total | ||||
Balance as of December 31, 2023 | |||||||
Goodwill | $ | $ | $ | $ | |||
Accumulated impairment losses | ( | ( | ( | ||||
Acquisitions | |||||||
Translation adjustment | ( | ( | |||||
Balance as of September 30, 2024 | |||||||
Goodwill | |||||||
Accumulated impairment losses | ( | ( | ( | ||||
$ | $ | $ | $ |
September 30, 2024 | December 31, 2023 | ||||||
Book Value | Fair Value | Book Value | Fair Value | ||||
Debt with fixed interest rates | $ | $ | $ | $ |
Level 1 | Level 2 | ||||||
September 30, | December 31, | September 30, | December 31, | ||||
2024 | 2023 | 2024 | 2023 | ||||
Assets | |||||||
Other Investments: | |||||||
Listed | $ | $ | $ | $ | |||
Unlisted | |||||||
Derivatives in cash flow hedging relationships | |||||||
Derivatives not designated as hedging instruments | |||||||
Assets measured at fair value | $ | $ | $ | $ | |||
Liabilities | |||||||
Derivatives in cash flow hedging relationships | |||||||
Derivatives not designated as hedging instruments | |||||||
Liabilities measured at fair value | $ | $ | $ | $ |
Receivable from financial institutions recognized as part of Combination | $ |
Receivables sold to the financial institutions and derecognized | ( |
Receivables collected by financial institutions | |
Cash proceeds from financial institutions | |
Receivable from financial institutions at September 30, 2024 | $ |
September 30, | December 31, | ||
2024 | 2023 | ||
Amounts held by Smurfit Kappa prior to the Combination: | |||
Revolving credit facility due 2026 | $ | $ | |
€ | |||
€ | |||
$ | |||
€ | |||
€ | |||
€ | |||
€ | |||
$ | |||
€ | |||
$ | |||
$ | |||
Bank loans | |||
Finance lease obligations | |||
Bank overdrafts | |||
Amounts assumed in connection with the Combination: | |||
$ | |||
$ | |||
$ | |||
$ | |||
$ | |||
$ | |||
$ | |||
$ | |||
$ | |||
$ | |||
$ | |||
$ | |||
$ | |||
Term loan facilities | |||
Commercial paper | |||
Other debt | |||
Vendor financing and commercial card programs | |||
Finance lease obligations | |||
Total debt, excluding debt issuance costs | $ | $ | |
Debt issuance costs | ( | ( | |
Total debt | |||
Less: Current portion of debt | ( | ( | |
Non-current debt due after one year | $ | $ |
Three months ended | Nine months ended | ||||||
September 30, | September 30, | ||||||
2024 | 2023 | 2024 | 2023 | ||||
Operating lease costs | $( | $( | $( | $( | |||
Variable and short-term lease costs | ( | ( | ( | ( | |||
Finance lease cost: | |||||||
Amortization of lease assets | ( | ( | ( | ( | |||
Interest on lease liabilities | ( | ( | ( | ||||
Lease cost | $( | $( | $( | $( |
Balance Sheet Location | September 30, | December 31, | |||
2024 | 2023 | ||||
Operating leases: | |||||
Operating lease right-of-use assets | Other non-current assets | $ | $ | ||
Current operating lease liabilities | Other current liabilities | $ | $ | ||
Non-current operating lease liabilities | Other non-current liabilities | ||||
Total operating lease liabilities | $ | $ | |||
Finance leases: | |||||
Property, Plant and Equipment | Property, plant and equipment, net | $ | $ | ||
Accumulated depreciation | ( | ( | |||
Property, Plant and Equipment, net | $ | $ | |||
Current finance lease liabilities | Current portion of debt | $ | $ | ||
Non-current finance lease liabilities | Non-current debt due after one year | ||||
Total finance lease liabilities | $ | $ | |||
Nine months ended, | |||
September 30, | |||
2024 | 2023 | ||
Leased assets obtained in exchange for lease liabilities: | |||
Operating leases | $ | $ | |
Finance leases | $ | $ |
Three months ended | Nine months ended | ||||||
September 30, | September 30, | ||||||
2024 | 2023 | 2024 | 2023 | ||||
Interest expense | $( | $( | $( | $( | |||
Interest income | |||||||
Interest expense, net | $( | $( | $( | $( |
Defined Benefit Pension Plans | |||||||||||||||
Three months ended September 30 | Nine months ended September 30 | ||||||||||||||
U.S. Plans | Non-U.S. Plans | U.S. Plans | Non-U.S. Plans | ||||||||||||
2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | ||||||||
Service cost | $ | $ | $ | $ | $ | $ | $ | $ | |||||||
Interest cost | |||||||||||||||
Expected return on assets | ( | ( | ( | ( | ( | ( | ( | ( | |||||||
Amortization of: | |||||||||||||||
Net actuarial loss | |||||||||||||||
Prior service credit | ( | ( | ( | ( | |||||||||||
Settlement loss | |||||||||||||||
Total net periodic benefit (income) cost | $( | $ | $ | $ | $( | $ | $ | $ |
Other Postretirement Benefit Plans | |||||||
Three months ended September 30 | Nine months ended September 30 | ||||||
2024 | 2023 | 2024 | 2023 | ||||
Service cost | $ | $ | $ | $ | |||
Interest cost | |||||||
Total net periodic benefit cost | $ | $ | $ | $ |
Three months ended | Nine months ended | ||||||
September 30, | September 30, | ||||||
2024 | 2023 | 2024 | 2023 | ||||
Defined Benefit Pension Plans Contributions | $ | $ | $ | $ | |||
Other Postretirement Benefit Plans Contributions | $ | $ | $ | $ |
Three months ended | Nine months ended | ||||||
September 30, | September 30, | ||||||
2024 | 2023 | 2024 | 2023 | ||||
Numerator: | |||||||
Net (loss) income attributable to common stockholders | $( | $ | $ | $ | |||
Denominator: | |||||||
Basic weighted average shares outstanding | |||||||
Effect of dilutive share options | |||||||
Diluted weighted average shares outstanding | |||||||
Basic (loss) earnings per share attributable to common stockholders | $( | $ | $ | $ | |||
Diluted (loss) earnings per share attributable to common stockholders | $( | $ | $ | $ |
Three months ended | Nine months ended | ||||||
September 30, | September 30, | ||||||
2024 | 2023 | 2024 | 2023 | ||||
Performance stock units | |||||||
Restricted stock units | |||||||
Total antidilutive shares |
September 30, | December 31, | ||
2024 | 2023 | ||
Assets | |||
Current assets: | |||
Cash and cash equivalents, including restricted cash | $ | $ | |
Accounts receivable | |||
Non-current assets: | |||
Property, plant and equipment, net | |||
Other non-current assets | |||
Total assets | $ | $ | |
Liabilities | |||
Current liabilities: | |||
Accounts payable | $ | $ | |
Current portion of debt | |||
Other current liabilities | |||
Non-current liabilities: | |||
Non-current debt due after one year | |||
Other non-current liabilities | |||
Total liabilities | $ | $ |
Foreign Currency Translation | Cash Flow Hedges | Defined Benefit Pension and Postretirement Plans | Other Reserves(2) | Total(1) | |
Balance at June 30, 2024 | $ | $ | $ | $( | $ |
Other comprehensive (income) loss | ( | ( | |||
Balance at September 30, 2024 | $ | $ | $ | $( | $ |
Foreign Currency Translation | Cash Flow Hedges | Defined Benefit Pension and Postretirement Plans | Other Reserves(2) | Total(1) | |
Balance at June 30, 2023 | $ | $ | $ | $( | $ |
Other comprehensive loss (income) | ( | ( | |||
Balance at September 30, 2023 | $ | $ | $ | $( | $ |
Foreign Currency Translation | Cash Flow Hedges | Defined Benefit Pension and Postretirement Plans | Other Reserves(2) | Total(1) | |
Balance at December 31, 2023 | $ | $ | $ | $( | $ |
Other comprehensive loss (income) | ( | ( | |||
Balance at September 30, 2024 | $ | $ | $ | $( | $ |
Foreign Currency Translation | Cash Flow Hedges | Defined Benefit Pension and Postretirement Plans | Other Reserves(2) | Total(1) | |
Balance at December 31, 2022 | $ | $ | $ | $( | $ |
Other comprehensive income | ( | ( | ( | ( | |
Balance at September 30, 2023 | $ | $ | $ | $( | $ |
Three months ended | Three months ended | ||||||
September 30, 2024 | September 30, 2023 | ||||||
Pre-Tax | Tax | Net of Tax | Pre-Tax | Tax | Net of Tax | ||
Foreign currency translation gain (loss) | $ | $ | $ | $( | $ | $( | |
Defined benefit pension and other postretirement benefit plans adjustments: | |||||||
Amortization and settlement recognition of net actuarial loss | ( | ( | |||||
Amortization of prior service credit | ( | ( | ( | ( | |||
Foreign currency (loss) gain - pensions | ( | ( | |||||
Derivatives: | |||||||
Deferred gain recognized on cash flow hedges | |||||||
Other comprehensive income (loss) | ( | ( | ( | ( | |||
Less: Other comprehensive income (loss) attributable to noncontrolling interests | |||||||
Other comprehensive income (loss) attributable to common stockholders | $ | $( | $ | $( | $( | $( |
Nine months ended | Nine months ended | ||||||
September 30, 2024 | September 30, 2023 | ||||||
Pre-Tax | Tax | Net of Tax | Pre-Tax | Tax | Net of Tax | ||
Foreign currency translation (loss) gain | $( | $ | $( | $ | $ | $ | |
Defined benefit pension and other postretirement benefit plans adjustments: | |||||||
Net actuarial loss arising during period | ( | ( | |||||
Amortization and settlement recognition of net actuarial loss | ( | ( | |||||
Amortization of prior service credit | ( | ( | ( | ( | |||
Foreign currency loss - pensions | ( | ( | ( | ( | |||
Derivatives: | |||||||
Deferred gain recognized on cash flow hedges | |||||||
Other comprehensive (loss) income | ( | ( | ( | ( | |||
Less: Other comprehensive (loss) income attributable to noncontrolling interests | |||||||
Other comprehensive (loss) income attributable to common stockholders | $( | $( | $( | $ | $( | $ |
Three months ended, | Nine months ended, | |||||||
September 30, 2024 | September 30, 2023 | September 30, 2024 | September 30, 2023 | |||||
Net sales | $7,671 | $2,915 | $13,570 | $9,231 | ||||
Cost of goods sold | (6,321) | (2,173) | (10,817) | (6,878) | ||||
Gross profit | 1,350 | 742 | 2,753 | 2,353 | ||||
Selling, general and administrative expenses | (1,028) | (371) | (1,797) | (1,144) | ||||
Transaction and integration-related expenses associated with the Combination | (267) | (17) | (350) | (17) | ||||
Operating profit | 55 | 354 | 606 | 1,192 | ||||
Pension and other postretirement non-service benefit (expense), net | 8 | (9) | (31) | (29) | ||||
Interest expense, net | (167) | (39) | (225) | (109) | ||||
Other expense, net | (13) | (4) | (13) | (19) | ||||
(Loss) income before income taxes | (117) | 302 | 337 | 1,035 | ||||
Income tax expense | (33) | (73) | (164) | (258) | ||||
Net (loss) income | (150) | 229 | 173 | 777 | ||||
Less: Net (loss) income attributable to noncontrolling interests | — | — | — | — | ||||
Net (loss) income attributable to common stockholders | $(150) | $229 | $173 | $777 |
Three months ended | Nine months ended | |||
September 30, 2024 | September 30, 2023 | September 30, 2024 | September 30, 2023 | |
($ in millions) | ||||
Net sales (aggregate):(1) | ||||
Europe, MEA and APAC | $2,651 | $2,191 | $7,056 | $7,047 |
North America | 4,649 | 401 | 5,499 | 1,239 |
LATAM | 506 | 341 | 1,187 | 1,000 |
Adjusted EBITDA: | ||||
Europe, MEA and APAC | $411 | $411 | $1,158 | $1,330 |
North America | 780 | 66 | 900 | 209 |
LATAM | 116 | 74 | 257 | 217 |
Nine months ended | ||
September 30, | September 30, | |
2024 | 2023 | |
($ in millions) | ||
Net cash provided by operating activities | $702 | $948 |
Net cash used for investing activities | $(1,595) | $(677) |
Net cash provided by (used for) financing activities | $869 | $(378) |
Payments Due by Period | |||||
($ in millions) | |||||
Total | Fiscal 2024 (5) | Fiscal 2025 and 2026 | Fiscal 2027 and 2028 | Thereafter | |
Long-Term Debt, including current portion, excluding finance lease obligations (1) | $13,435 | $682 | $2,564 | $2,965 | $7,224 |
Lease obligations (2) | 1,956 | 106 | 662 | 453 | 735 |
Purchase obligations and other (3) (4) | 5,017 | 1,483 | 1,414 | 708 | 1,412 |
Total | $20,408 | $2,271 | $4,640 | $4,126 | $9,371 |
Three months ended | Nine months ended | |||
September 30, 2024 | September 30, 2023 | September 30, 2024 | September 30, 2023 | |
($ in millions) | ||||
Net (loss) income | $(150) | $229 | $173 | $777 |
Income tax expense | 33 | 73 | 164 | 258 |
Depreciation, depletion and amortization | 564 | 147 | 872 | 430 |
Amortization of fair value step up on inventory | 227 | — | 227 | — |
Transaction and integration-related expenses associated with the Combination | 267 | 17 | 350 | 17 |
Interest expense, net | 167 | 39 | 225 | 109 |
Pension and other postretirement non-service (benefit) expense, net | (8) | 9 | 31 | 29 |
Share-based compensation expense | 123 | 7 | 154 | 43 |
Other expense, net | 13 | 4 | 13 | 19 |
Other adjustments | 29 | — | 11 | — |
Adjusted EBITDA | $1,265 | $525 | $2,220 | $1,682 |
Three months ended | Nine months ended | |||
September 30, 2024 | September 30, 2023 | September 30, 2024 | September 30, 2023 | |
(in $ millions, except per share data) | ||||
Net (loss) income attributable to common stockholders | $(150) | $229 | $173 | $777 |
Transaction and integration-related expenses associated with the Combination | 267 | 17 | 350 | 17 |
Amortization of fair value step up on inventory | 227 | — | 227 | — |
Bridge facility fees | — | 8 | — | 8 |
Loss on debt extinguishment and amortization of deferred debt issue costs | 5 | — | 5 | — |
Other adjustments | 29 | — | 11 | — |
Income tax on items listed above | (107) | — | (107) | — |
Adjusted Net Income | $271 | $254 | $659 | $802 |
Earnings Per Share - Basic | $(0.30) | $0.89 | $0.51 | $3.01 |
Transaction and integration-related expenses associated with the Combination | 0.52 | 0.07 | 1.03 | 0.07 |
Amortization of fair value step up on inventory | 0.45 | — | 0.66 | — |
Bridge facility fees | — | 0.03 | — | 0.03 |
Loss on debt extinguishment and amortization of deferred debt issue costs | 0.01 | — | 0.01 | — |
Other adjustments | 0.06 | — | 0.03 | — |
Income tax on items listed above | (0.21) | — | (0.31) | — |
Adjusted Earnings Per Share – Basic | $0.53 | $0.99 | $1.93 | $3.11 |
Exhibit Number | Description of Exhibit | |
3.1 | ||
4.1 | ||
4.2 | ||
4.3 | ||
4.4 | ||
4.5 | ||
4.27 | ||
4.28 | ||
4.29 | ||
4.30 | Form of Indenture, dated as of March 1, 1983, between MWV (formerly Westvaco Corporation) and The Bank of New York (formerly Irving Trust Company), as Trustee (incorporated by reference to Exhibit 2 of Westvaco Corporation’s Registration Statement on Form 8-A filed on January 24, 1984). | |
4.31 | First Supplemental Indenture, dated as of January 31, 2002, to the Indenture dated as of March 1, 1983, by and among MWV (as successor-in-interest to Westvaco Corporation and The Mead Corporation) and The Bank of New York, as | |
4.32 | ||
4.33 | ||
4.34 | ||
4.35 | ||
4.36 | ||
4.37 | First Supplemental Indenture, dated as of January 31, 2002, to the Indenture dated as of February 1, 1993, between The Mead Corporation, MWV (as successor-in-interest to MeadWestvaco Corporation and Westvaco Corporation) and Bank | |
10.4+ | Agreement for the Purchasing and Servicing of Receivables, dated as of September 11, 2023, among WestRock Company, various WestRock Company subsidiaries, and Coöperatieve Rabobank, U.A. (incorporated by reference to Exhibit 10.16 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). | |
10.5†+ | First Amendment to Purchasing and Servicing of Receivables, dated as of September 11, 2023, among WestRock Company, various WestRock Company subsidiaries, and Coöperatieve Rabobank, U.A. | |
10.6 | ||
10.7 | ||
10.8 | ||
10.9 | ||
10.10 | ||
10.11 | ||
10.12 | Second CoBank Amendment, dated as of July 1, 2024, by and among WestRock, the CoBank Credit Facility Borrower and certain other subsidiaries of WestRock from time to time party thereto, Smurfit Westrock, Smurfit Kappa and certain subsidiaries of Smurfit Kappa, as guarantors, the lenders from time to time party thereto and CoBank, ACB, as | |
10.13 | ||
10.14 | ||
10.15† | ||
10.16† | ||
10.17 | ||
10.18 | ||
10.19† | ||
10.20† | ||
10.21 | ||
10.22 | ||
10.23 | ||
10.24† | ||
10.25† | ||
10.26 | ||
10.27 | ||
10.28 | ||
10.29 | ||
10.30 | ||
10.31 | ||
10.32 |
10.33 | ||
10.34 | ||
10.35 | ||
10.36 | ||
10.37† | ||
31.1† | ||
31.2† | ||
32†* | ||
101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.** | |
101.SCH | Inline XBRL Taxonomy Extension Schema.** | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase.** | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase.** | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase.** | |
101.DEF | Inline XBRL Taxonomy Extension Definition Document.** | |
104 | Cover Page Interactive Data File––the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
Smurfit Westrock plc | ||
Dated: November 8, 2024 | /s/ Anthony Smurfit | |
Name: | Anthony Smurfit | |
Title: | President and Group Chief Executive Officer | |
(Principal Executive Officer) |
Dated: November 8, 2024 | /s/ Ken Bowles | |
Name: | Ken Bowles | |
Title: | Executive Vice President and Group Chief Financial Officer | |
(Principal Financial Officer) |