AddedRisk Factors
Form 10-K. The Company may not be able to accurately predict, control or mitigate these risks. Statements in this section are based on
SWSmurfit Westrock
- Employees
- 97,000
- Headquarters
- Dublin 4
- CEO
- Anthony P. J. Smurfit
- Next results
- around Feb 10, 2027
10-K 0001628280-26-012555 (2026-02-27) vs 10-K 0002005951-25-000005 (2025-03-07)
| Section | Compared text | Words now | Changed |
|---|---|---|---|
| Risk Factors | Item 1A | 14,491 | 16.6% |
| MD&A | Item 7 | 8,944 | 36.2% |
| Legal Proceedings | Item 3, via Note 21 – Commitments and Contingencies | 1,667 | 27.3% |
| Accounting Policies | Item 8, Note 1 – Description of Business and Summary of Significant Accounting Policies | 6,515 | 11.7% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
MD&A 166 words changed in this paragraph; it is 33% similar to last year's version.
Years ended December 31, 2025 2024 2023 2022 ($ in millions, except per share data) Net income attributable to common shareholders $699 $319 $825 $1,034 Income tax expense 260 241 Depreciation, depletion and amortization 2,550 1,464 Impairment and restructuring costs 385 56 Transaction and integration-related expenses associated with the Combination 120 395 78 — Amortization of fair value step up on inventory — 224 — — Bridge facility fees — 10 — Goodwill impairment — — 12 Impairment of Interest expense, net 729 398 Pension and other assets — — 159 Loss on debt extinguishment 13 — — postretirement non-service (income) expense, net (30) 24 Share-based compensation expense 139 206 Other expense, net 61 25 Other adjustments 90 32 29 Income tax on items listed above (137) (8) (21) 26 34 Adjusted Net Income $904 $937 $1,213 Earnings per share - Basic $0.83 $3.19 $4.00 Transaction and integration-related expenses associated with the Combination 1.02 0.30 — Amortization of fair value step up on inventory 0.58 — — Bridge facility fees — 0.04 — Goodwill impairment — — 0.05 Impairment of other assets — — 0.62 Loss on debt extinguishment 0.03 — — Other adjustments 0.23 0.13 0.11 Income tax on items listed above (0.35) (0.03) (0.09) Adjusted Earnings Per Share – Basic $2.34 $3.63 $4.69 EBITDA $4,939 $3,386
Source: Item 7, 10-K 0001628280-26-012555 vs Item 7, 10-K 0002005951-25-000005
Risk Factors 32 words changed in this paragraph; it is 33% similar to last year's version.
Source: Item 1A, 10-K 0001628280-26-012555 vs Item 1A, 10-K 0002005951-25-000005
Accounting Policies 29 words changed in this paragraph; it is 33% similar to last year's version.
Source: Item 8, Note 1 – Description of Business and Summary of Significant Accounting Policies, 10-K 0001628280-26-012555 vs Item 8, Note 1 – Description of Business and Summary of Significant Accounting Policies, 10-K 0002005951-25-000005
Legal Proceedings 25 words changed in this paragraph; it is 36% similar to last year's version.
energy, supplies (including fiber, wood, and chemicals), transport and software licensing over periods generally ranging from one year to six years. Some of the amounts are based on management’s estimates and assumptions
Source: Item 3, via Note 21 – Commitments and Contingencies, 10-K 0001628280-26-012555 vs Item 3, via Note 21 – Commitments and Contingencies, 10-K 0002005951-25-000005
Every change, by type
Sentences and paragraphs of SW's Risk Factors and MD&A, 10-K 2026-02-27 against 10-K 2025-03-07. Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
the Company’s beliefs and opinions regarding matters that could materially adversely affect the Company in the future and are not
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exhaustive and should not be considered a complete statement of all potential risks or uncertainties that the Company faces or may
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•Our debt could adversely affect our financial health and operating flexibility.
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existing wars or conflicts or the initiation of additional conflicts or hostilities), trade tensions (including the implementation of tariffs
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this will not reoccur. For example, we experienced market-related downtime at certain of our mills during the fourth quarter of fiscal
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paper bags. Certain jurisdictions in which we conduct business have enacted extended producer responsibility legislation that requires
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producers to assume financial accountability for the complete lifecycle of products, including associated fees on packaging. These and
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returns in the short or medium terms. We also utilize and intend to expand our use of automation, robotics and machine learning in
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many of our products, including consumer-facing features, and we leverage generative artificial intelligence in our business processes.
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While we believe the use of these emerging technologies can present significant benefits, they also create risks and challenges. Data
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sourcing, technology, integration and process issues, bias in decision-making algorithms, concerns over intellectual property,
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For example, if the economic climate were to experience a deterioration as a result of geopolitical events (such as an escalation in
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We are subject to a broad range of regional, national, provincial and local laws and regulations relating to occupational health and safety, and our safety program includes
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Moreover, any failure to act responsibly with respect to sustainability issues or to effectively respond to new, or changes
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These processes are subject to numerous international, national, regional, national provincial, state and local environmental laws and regulations, as well as the
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Given trading in our shares on the NYSE and the LSE London Stock Exchange (“LSE”) takes place in different currencies (U.S. dollars on the NYSE and pounds
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We will be are required to comply with the Sarbanes-Oxley Act Act, and we may continue to incur significant costs and devote substantial management
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If we are not able to comply with the requirements of Section 404 in a timely 404, or if we or
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These liabilities could adversely affect our business, results of operations, cash flows and financial condition condition, and the trading price of our
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Our levels of debt could restrict our operations operating and make it more difficult financial flexibility,
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In addition, if efforts aimed at
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Both legacy Smurfit Kappa and WestRock previously established and publicly disclosed sustainability targets which are important to many
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Any such risks may result in our operating costs being greater than anticipated and may reduce
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Any determination to pay dividends to our shareholders will be is at the discretion of the Company’s Board and will be dependent on then-
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That concern is particularly relevant for the GDPR, as different EU member state regulators may
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Any perceived or actual failure by us to protect confidential data, personal data, any
AddedMD&A
Smurfit Westrock was created in July 2024 as a strategic combination between Smurfit Kappa Group plc (re-registered as Smurfit
AddedMD&A
Kappa Group Limited) (“Smurfit Kappa”) and WestRock Company (“WestRock”). The Combination closed on July 5, 2024. Upon
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fiscal 2025 acquired WestRock operations were included for an incremental six months and five days compared to fiscal 2024.
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three reportable segments: (1) North America, (2) Europe, MEA and APAC, and (3) LATAM. Refer to “Note 3. Segment
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A detailed discussion of the fiscal 2025 year-over-year changes can be found below and a detailed discussion of fiscal 2024 year-over-
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interest expense, net, post Combination, and we incurred increased impairment and restructuring costs. In the year ended
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and related lockdowns), and global economic factors such as a recession and geopolitical developments (including tariffs or other
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Our volumes may also be impacted in certain periods by scheduled or unscheduled maintenance, particularly in our mill system, as
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higher costs in the current year, including increased economic downtime, higher depreciation, depletion and amortization expense,
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primarily due to lower share-based payment expense, partially offset by higher depreciation, depletion and amortization expense.
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and restructuring costs was primarily due to our announced plan to permanently close our coated recycled paperboard mill in St. Paul,
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Minnesota, U.S., discontinue production at our containerboard mill in Forney, Texas, U.S., and costs associated with two converting
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Years ended December 31, ($ in millions) 2025 2024 2023 2022 Net income $699 $319 $826 $1,035 Income tax expense 260 241 312 391 Depreciation, depletion and amortization 2,550 1,464 580 564 Goodwill impairment — — 12 Impairment of other assets — — 159 and restructuring costs 385 56 Transaction and integration-related expenses associated with the Combination 120 395 78 — Combination Amortization of fair value step up on inventory — 224 — — Interest expense, net 729 398 139 139 Pension and other postretirement non-service (income) expense, net (30) 24 49 8 Share-based compensation expense 139 206 66 68 Other expense (income), expense, net 61 25 46 (15) Other adjustments 90 32 29 26 34 Adjusted EBITDA $4,939 $3,386 $2,128 $2,390
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Excluding the impact of this acquisition, acquisition for the incremental period consolidated in the current year, cost of goods sold decreased by $122 million primarily due
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In the year ended December 31, 2023, the Company incurred $78 million 2024, transaction and integration-related expenses consisted of transaction-related expenses associated with the
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As of December 31, 2024, 2025, Smurfit Westrock had $13,658 $13,773 million of debt, excluding debt issuance costs, of which $1,053 million was total debt.
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Years ended December 31, ($ in millions) 2025 2024 2023 2022 Net cash provided by operating activities $3,392 $1,483 $1,559 $1,433 Net cash used for investing activities $(2,143) $(2,114) $(931) $(1,020) Net cash (used for) provided by (used for) financing activities $(1,298) $607 $(479) $(431)
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The purchase price allocation for the Merger is preliminary and is subject to revision was revised as additional information about the acquisition- acquisition-date fair value of assets and
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In the year ended December 31, 2022, the Company recorded an 2024, impairment charge of $159 million in the Europe, MEA and APAC
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Quiet changesMD&A
Smurfit Westrock’s future results could
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Factors that could cause or contribute to such differences include, but are not
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