(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 | ||
☒ | Accelerated filer | ☐ | |
Non-accelerated filer | ☐ | Smaller reporting company | |
Emerging growth company | |||
Page | ||
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | ||
PART I | FINANCIAL INFORMATION | |
Item 1. | Financial Statements | |
Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and June 30, 2025 | ||
Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2026 and June 30, 2025 | ||
Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 | ||
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and June 30, 2025 | ||
Condensed Consolidated Statements of Changes in Equity for the three and six months ended June 30, 2026 and June 30, 2025 | ||
Notes to Condensed Consolidated Financial Statements | ||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | |
Item 4. | Controls and Procedures | |
PART II | OTHER INFORMATION | |
Item 1. | Legal Proceedings | |
Item 1A. | Risk Factors | |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | |
Item 3. | Defaults Upon Senior Securities | |
Item 4. | Mine Safety Disclosures | |
Item 5. | Other Information | |
Item 6. | Exhibits | |
Signatures |
Three months ended June 30, | Six months ended June 30, | ||||||
2026 | 2025 | 2026 | 2025 | ||||
Net sales | $ | $ | $ | $ | |||
Cost of goods sold | ( | ( | ( | ( | |||
Gross profit | |||||||
Selling, general and administrative expenses | ( | ( | ( | ( | |||
Impairment and restructuring costs | ( | ( | ( | ( | |||
Transaction and integration-related expenses associated with the Combination | ( | ( | ( | ( | |||
Operating profit | |||||||
Interest expense, net | ( | ( | ( | ( | |||
Pension and other postretirement non-service income, net | |||||||
Other expense, net | ( | ( | ( | ( | |||
Income before income taxes | |||||||
Income tax expense | ( | ( | ( | ( | |||
Net income (loss) | ( | ||||||
Net loss (income) attributable to noncontrolling interests | ( | ||||||
Net income (loss) attributable to common shareholders | $ | $( | $ | $ | |||
Basic earnings (loss) per share attributable to common shareholders | $ | $( | $ | $ | |||
Diluted earnings (loss) per share attributable to common shareholders | $ | $( | $ | $ | |||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements. | |||||||
Three months ended June 30, | Six months ended June 30, | ||||||
2026 | 2025 | 2026 | 2025 | ||||
Net income (loss) | $ | $( | $ | $ | |||
Other comprehensive income, net of tax: | |||||||
Foreign currency translation gain | |||||||
Defined benefit pension and other postretirement benefit plans | ( | ( | |||||
Net loss on cash flow hedges | ( | ( | ( | ||||
Other comprehensive income, net of tax | |||||||
Comprehensive income | |||||||
Comprehensive loss (income) attributable to noncontrolling interests | ( | ||||||
Comprehensive income attributable to common shareholders | $ | $ | $ | $ | |||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements. | |||||||
June 30, 2026 | December 31, 2025 | ||
Assets | |||
Current assets: | |||
Cash and cash equivalents (amounts related to consolidated variable interest entities of $ $ | $ | $ | |
Accounts receivable, net (amounts related to consolidated variable interest entities of $ $ | |||
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 $ | |||
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 14) | |||
Equity: | |||
Preferred stock, $ | |||
Common stock, $ shares outstanding at June 30, 2026 and December 31, 2025, respectively | |||
Treasury stock, at cost; 2025, respectively | ( | ( | |
Capital in excess of par value | |||
Accumulated other comprehensive loss | ( | ( | |
Retained earnings | |||
Total shareholders’ equity | |||
Noncontrolling interests | |||
Total equity | |||
Total liabilities and equity | $ | $ |
Six months ended June 30, | |||
2026 | 2025 | ||
Operating activities: | |||
Net income | $ | $ | |
Adjustments to reconcile consolidated net income to net cash provided by operating activities: | |||
Depreciation, depletion and amortization | |||
Impairment of assets | |||
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 | ( | ( | |
Changes in commercial paper, net | ( | ||
Other debt additions (repayments), net | ( | ||
Repayments of finance lease liabilities | ( | ( | |
Proceeds from re-issuance of shares from treasury stock | |||
Tax paid in connection with shares withheld from employees | ( | ( | |
Cash dividends paid to shareholders | ( | ( | |
Other | |||
Net cash used for financing activities | ( | ( | |
Effect of exchange rate changes on cash and cash equivalents | |||
Decrease in cash and cash equivalents | ( | ( | |
Cash and cash equivalents at beginning of period | |||
Cash and cash equivalents 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 Shareholders' Equity | Noncontrolling Interests | Total | |
Balance at March 31, 2026 | $ | $ | $( | $ | $( | $ | $ | $ | |
Net income | — | — | — | — | — | ( | |||
Other comprehensive income, net of tax | — | — | — | — | — | — | |||
Share-based compensation | — | — | — | — | — | — | |||
Issuance of common stock net of tax paid in connection with shares withheld from employees | — | — | — | ( | — | ( | — | ( | |
Dividends declared ($ | — | — | — | ( | — | ( | — | ( | |
Balance at June 30, 2026 | $ | $ | $( | $ | $( | $ | $ | $ |
Shares of Common Stock | Common Stock | Capital in Excess of Par Value | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Total Shareholders' Equity | Noncontrolling Interests | Total | |
Balance at March 31, 2025 | $ | $ | $( | $ | $( | $ | $ | $ | |
Net loss | — | — | — | — | ( | — | ( | ( | |
Other comprehensive income, net of tax | — | — | — | — | — | — | |||
Share-based compensation | — | — | — | — | — | — | |||
Issuance of common stock net of tax paid in connection with shares withheld from employees | — | — | — | — | ( | — | ( | — | ( |
Dividends declared ($ | — | — | — | ( | — | ( | — | ( | |
Balance at June 30, 2025 | $ | $ | $( | $ | $( | $ | $ | $ |
Shares of Common Stock | Common Stock | Capital in Excess of Par Value | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Total Shareholders' Equity | Noncontrolling Interests | Total | |
Balance at December 31, 2025 | $ | $ | $( | $ | $( | $ | $ | $ | |
Net income | — | — | — | — | — | ( | |||
Other comprehensive income, net of tax | — | — | — | — | — | — | |||
Share-based compensation | — | — | — | — | — | — | |||
Shares distributed by Smurfit Kappa Employee Trust, net of tax paid in connection with shares withheld from employees | — | — | ( | ( | — | ( | — | ( | |
Re-issuance of shares by Smurfit Kappa Employee Trust | — | — | — | — | — | ||||
Issuance of common stock net of tax paid in connection with shares withheld from employees | — | — | ( | — | ( | — | ( | ||
Cancellation of shares held in treasury stock by Smurfit Kappa Employee Trust | — | — | — | ( | — | — | |||
Dividends declared ($ | — | — | — | ( | — | ( | — | ( | |
Balance at June 30, 2026 | $ | $ | $( | $ | $( | $ | $ | $ |
Shares of Common Stock | Common Stock | Capital in Excess of Par Value | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Total Shareholders' Equity | Noncontrolling Interests | Total | |
Balance at December 31, 2024 | $ | $ | $( | $ | $( | $ | $ | $ | |
Net income | — | — | — | — | — | — | |||
Other comprehensive income, net of tax | — | — | — | — | — | — | |||
Share-based compensation | — | — | — | — | — | — | |||
Shares distributed by Smurfit Kappa Employee Trust | — | — | ( | — | — | — | |||
Issuance of common stock net of tax paid in connection with shares withheld from employees | — | — | ( | — | ( | — | ( | ||
Cancellation of shares held in treasury stock by Smurfit Kappa Employee Trust | — | — | — | ( | — | — | |||
Dividends declared ($ | — | — | — | ( | — | ( | — | ( | |
Balance at June 30, 2025 | $ | $ | $( | $ | $( | $ | $ | $ |
Three months ended June 30, 2026 | North America | Europe, MEA and APAC | LATAM | Total | |||
Net sales (unaffiliated customers) | $ | $ | $ | $ | |||
Add net sales (intersegment) | |||||||
Net sales (aggregate) | |||||||
Less segment expenses: | |||||||
Segment cost of goods sold | ( | ( | ( | ||||
Segment selling, general and administrative expenses | ( | ( | ( | ||||
( | ( | ( | ( | ||||
Segment Adjusted EBITDA | $ | $ | $ | $ | |||
Unallocated corporate costs | ( | ||||||
Depreciation, depletion and amortization | ( | ||||||
Impairment and restructuring costs | ( | ||||||
Transaction and integration-related expenses associated with the Combination | ( | ||||||
Interest expense, net | ( | ||||||
Pension and other postretirement non-service income, net | |||||||
Share-based compensation expense | ( | ||||||
Other expense, net | ( | ||||||
Other adjustments | ( | ||||||
Income before income taxes | $ |
Three months ended June 30, 2025 | North America | Europe, MEA and APAC | LATAM | Total | |||
Net sales (unaffiliated customers) | $ | $ | $ | $ | |||
Add net sales (intersegment) | |||||||
Net sales (aggregate) | |||||||
Less segment expenses: | |||||||
Segment cost of goods sold | ( | ( | ( | ||||
Segment selling, general and administrative expenses | ( | ( | ( | ||||
( | ( | ( | ( | ||||
Segment Adjusted EBITDA | $ | $ | $ | $ | |||
Unallocated corporate costs | ( | ||||||
Depreciation, depletion and amortization | ( | ||||||
Impairment and restructuring costs | ( | ||||||
Transaction and integration-related expenses associated with the Combination | ( | ||||||
Interest expense, net | ( | ||||||
Pension and other postretirement non-service income, net | |||||||
Share-based compensation expense | ( | ||||||
Other expense, net | ( | ||||||
Other adjustments | ( | ||||||
Income before income taxes | $ |
Six months ended June 30, 2026 | North America | Europe, MEA and APAC | LATAM | Total | |||
Net sales (unaffiliated customers) | $ | $ | $ | $ | |||
Add net sales (intersegment) | |||||||
Net sales (aggregate) | |||||||
Less segment expenses: | |||||||
Segment cost of goods sold | ( | ( | ( | ||||
Segment selling, general and administrative expenses | ( | ( | ( | ||||
( | ( | ( | ( | ||||
Segment Adjusted EBITDA | $ | $ | $ | $ | |||
Unallocated corporate costs | ( | ||||||
Depreciation, depletion and amortization | ( | ||||||
Impairment and restructuring costs | ( | ||||||
Transaction and integration-related expenses associated with the Combination | ( | ||||||
Interest expense, net | ( | ||||||
Pension and other postretirement non-service income, net | |||||||
Share-based compensation expense | ( | ||||||
Other expense, net | ( | ||||||
Other adjustments | ( | ||||||
Income before income taxes | $ |
Six months ended June 30, 2025 | North America | Europe, MEA and APAC | LATAM | Total | |||
Net sales (unaffiliated customers) | $ | $ | $ | $ | |||
Add net sales (intersegment) | |||||||
Net sales (aggregate) | |||||||
Less segment expenses: | |||||||
Segment cost of goods sold | ( | ( | ( | ||||
Segment selling, general and administrative expenses | ( | ( | ( | ||||
( | ( | ( | ( | ||||
Segment Adjusted EBITDA | $ | $ | $ | $ | |||
Unallocated corporate costs | ( | ||||||
Depreciation, depletion and amortization | ( | ||||||
Impairment and restructuring costs | ( | ||||||
Transaction and integration-related expenses associated with the Combination | ( | ||||||
Interest expense, net | ( | ||||||
Pension and other postretirement non-service income, net | |||||||
Share-based compensation expense | ( | ||||||
Other expense, net | ( | ||||||
Other adjustments | ( | ||||||
Income before income taxes | $ |
Six months ended June 30, | |||
2026 | 2025 | ||
Capital expenditures: | |||
North America | $ | $ | |
Europe, MEA and APAC | |||
LATAM | |||
Total per reportable segments | $ | $ | |
Corporate | |||
Total capital expenditures | $ | $ | |
Three months ended June 30, 2026 | |||||||
North America | Europe, MEA and APAC | LATAM | Total | ||||
Revenue by product: | |||||||
Paper | $ | $ | $ | $ | |||
Packaging | |||||||
Total | $ | $ | $ | $ | |||
Three months ended June 30, 2025 | |||||||
North America | Europe, MEA and APAC | LATAM | Total | ||||
Revenue by product: | |||||||
Paper | $ | $ | $ | $ | |||
Packaging | |||||||
Total | $ | $ | $ | $ | |||
Six months ended June 30, 2026 | |||||||
North America | Europe, MEA and APAC | LATAM | Total | ||||
Revenue by product: | |||||||
Paper | $ | $ | $ | $ | |||
Packaging | |||||||
Total | $ | $ | $ | $ | |||
Six months ended June 30, 2025 | |||||||
North America | Europe, MEA and APAC | LATAM | Total | ||||
Revenue by product: | |||||||
Paper | $ | $ | $ | $ | |||
Packaging | |||||||
Total | $ | $ | $ | $ | |||
Three months ended June 30, | Six months ended June 30, | ||||||
2026 | 2025 | 2026 | 2025 | ||||
Impairment charges | $ | $ | $ | $ | |||
Restructuring costs | |||||||
Impairment and restructuring costs | $ | $ | $ | $ | |||
Three months ended June 30, | Six months ended June 30, | ||||||
2026 | 2025 | 2026 | 2025 | ||||
Impairment of property, plant and equipment | $ | $ | $ | $ | |||
Impairment of other assets | |||||||
Total impairment charges | $ | $ | $ | $ | |||
Three months ended June 30, | Six months ended June 30, | ||||||
2026 | 2025 | 2026 | 2025 | ||||
North America | $ | $ | $ | $ | |||
Europe, MEA and APAC | |||||||
Total impairment charges recognized for property, plant and equipment | $ | $ | $ | $ | |||
Three months ended June 30, | Six months ended June 30, | ||||||
2026 | 2025 | 2026 | 2025 | ||||
North America | $ | $ | $ | $ | |||
Europe, MEA and APAC | |||||||
LATAM | ( | ( | |||||
Total restructuring costs | $ | $ | $ | $ | |||
Three months ended June 30, | Six months ended June 30, | ||||||
2026 | 2025 | 2026 | 2025 | ||||
Severance charges | $ | $ | $ | $ | |||
Other costs | |||||||
Total restructuring costs | $ | $ | $ | $ | |||
June 30, | December 31, | ||
2026 | 2025 | ||
Gross accounts receivable | $ | $ | |
Less: Allowances | ( | ( | |
Accounts receivable | $ | $ |
June 30, | December 31, | ||
2026 | 2025 | ||
Finished goods | $ | $ | |
Work-in-progress | |||
Raw materials | |||
Consumables and spare parts | |||
Inventories | $ | $ |
June 30, | December 31, | ||
2026 | 2025 | ||
Land and buildings | $ | $ | |
Plant and equipment | |||
Construction-in-progress | |||
Finance lease right-of-use assets | |||
Property, plant and equipment at cost, excluding forestlands | |||
Less: Accumulated depreciation and impairment | ( | ( | |
Property, plant and equipment, net, excluding forestlands | |||
Forestlands, net of depletion | |||
Property, plant and equipment, net | $ | $ |
Three months ended June 30, | Six months ended June 30, | ||||||
2026 | 2025 | 2026 | 2025 | ||||
Interest expense | $( | $( | $( | $( | |||
Interest income | |||||||
Interest expense, net | $( | $( | $( | $( | |||
June 30, 2026 | December 31, 2025 | ||||||
Book Value | Fair Value | Book Value | Fair Value | ||||
Debt with fixed interest rates | $ | $ | $ | $ | |||
Six months ended June 30, | |||
2026 | 2025 | ||
Receivable from financial institutions at January 1 | $ | $ | |
Receivables sold to the financial institutions and derecognized | ( | ( | |
Receivables collected by financial institutions | |||
Cash payments to financial institutions | ( | ( | |
Receivable from financial institutions at June 30 | $ | $ | |
June 30, | December 31, | ||
2026 | 2025 | ||
$ | $ | $ | |
$ | |||
$ | |||
€ | |||
€ | |||
€ | |||
$ | |||
$ | |||
$ | |||
$ | |||
€ | |||
$ | |||
$ | |||
€ | |||
$ | |||
€ | |||
$ | |||
$ | |||
$ | |||
€ | |||
$ | |||
$ | |||
$ | |||
Commercial paper | |||
Vendor financing and commercial card programs | |||
Farm credit facility | |||
Other bank loans | |||
Finance lease obligations | |||
Total debt, excluding fair value adjustments, bond discounts and debt issuance costs | |||
Unamortized fair value adjustments, bond discounts and debt issuance costs | ( | ( | |
Total debt | |||
Less: Current portion of debt | ( | ( | |
Non-current debt due after one year | $ | $ |
Defined Benefit Pension Plans | |||||||||||||||
U.S. Plans | Non-U.S. Plans | U.S. Plans | Non-U.S. Plans | ||||||||||||
Three months ended June 30, | Six months ended June 30, | ||||||||||||||
2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||
Service cost | $ | $ | $ | $ | $ | $ | $ | $ | |||||||
Interest cost | |||||||||||||||
Expected return on assets | ( | ( | ( | ( | ( | ( | ( | ( | |||||||
Amortization of: | |||||||||||||||
Net actuarial loss | |||||||||||||||
Prior service credit | ( | ||||||||||||||
Curtailment gain | ( | ( | |||||||||||||
Settlement loss | |||||||||||||||
Net periodic benefit (income) cost | $( | $( | $ | $ | $( | $( | $ | $ | |||||||
Three months ended June 30, | Six months ended June 30, | ||||||
2026 | 2025 | 2026 | 2025 | ||||
Numerator: | |||||||
Net income (loss) attributable to common shareholders | $ | $( | $ | $ | |||
Denominator: | |||||||
Basic weighted average shares outstanding | |||||||
Effect of dilutive share options | |||||||
Diluted weighted average shares outstanding | |||||||
Basic earnings (loss) per share attributable to common shareholders | $ | $( | $ | $ | |||
Diluted earnings (loss) per share attributable to common shareholders | $ | $( | $ | $ | |||
Three months ended June 30, | Six months ended June 30, | ||||||
2026 | 2025 | 2026 | 2025 | ||||
Performance stock units | |||||||
Restricted stock units | |||||||
Total antidilutive shares | |||||||
June 30, | December 31, | ||
2026 | 2025 | ||
Assets | |||
Current assets: | |||
Cash and cash equivalents | $ | $ | |
Accounts receivable | |||
Inventories | |||
Other current assets | |||
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 Other Postretirement Benefit Plans | Other Adjustments(1) | Total(2) | |
Balance at March 31, 2025 | $ | $ | $ | $( | $ |
Other comprehensive (income) loss | ( | ( | |||
Balance at June 30, 2025 | $ | $ | $ | $( | $ |
Balance at March 31, 2026 | $ | $ | $ | $( | $ |
Other comprehensive (income) loss | ( | ( | ( | ||
Balance at June 30, 2026 | $ | $ | $ | $( | $ |
Foreign Currency Translation | Cash Flow Hedges | Defined Benefit Pension and Other Postretirement Benefit Plans | Other Adjustments(1) | Total(2) | |
Balance at December 31, 2024 | $ | $ | $ | $( | $ |
Other comprehensive (income) loss | ( | ( | |||
Balance at June 30, 2025 | $ | $ | $ | $( | $ |
Balance at December 31, 2025 | $ | $ | $ | $( | $ |
Other comprehensive (income) loss | ( | ( | ( | ||
Balance at June 30, 2026 | $ | $ | $ | $( | $ |
Three months ended June 30, | |||||||
2026 | 2025 | ||||||
Pre-Tax | Tax | Net of Tax | Pre-Tax | Tax | Net of Tax | ||
Foreign currency translation gain | $ | $ | $ | $ | $ | $ | |
Defined benefit pension and other postretirement benefit plans: | |||||||
Net actuarial gain (loss) arising during the period | ( | ( | ( | ||||
Amortization and settlement recognition of net actuarial loss | ( | ( | |||||
Prior service cost arising during period | ( | ( | |||||
Foreign currency loss - pensions | ( | ( | ( | ( | |||
Changes in fair value of cash flow hedges | ( | ( | ( | ( | |||
Consolidated other comprehensive income | ( | ||||||
Other comprehensive income attributable to noncontrolling interests | |||||||
Other comprehensive income attributable to common shareholders | $ | $( | $ | $ | $ | $ | |
Six months ended June 30, | |||||||
2026 | 2025 | ||||||
Pre-Tax | Tax | Net of Tax | Pre-Tax | Tax | Net of Tax | ||
Foreign currency translation gain | $ | $ | $ | $ | $ | $ | |
Defined benefit pension and other postretirement benefit plans: | |||||||
Net actuarial gain (loss) arising during the period | ( | ( | ( | ||||
Amortization and settlement recognition of net actuarial loss | ( | ( | |||||
Prior service cost arising during period | ( | ( | |||||
Amortization of prior service credit | ( | ( | |||||
Foreign currency gain (loss) - pensions | ( | ( | |||||
Changes in fair value of cash flow hedges | ( | ( | |||||
Consolidated other comprehensive income | ( | ||||||
Other comprehensive income attributable to noncontrolling interests | |||||||
Other comprehensive income attributable to common shareholders | $ | $( | $ | $ | $ | $ | |
Three months ended June 30, | Six months ended June 30, | ||||||
2026 | 2025 | 2026 | 2025 | ||||
Net sales | $8,031 | $7,940 | $15,743 | $15,596 | |||
Cost of goods sold | (6,632) | (6,425) | (13,076) | (12,504) | |||
Gross profit | 1,399 | 1,515 | 2,667 | 3,092 | |||
Selling, general and administrative expenses | (970) | (963) | (1,931) | (1,936) | |||
Impairment and restructuring costs | (119) | (280) | (173) | (295) | |||
Transaction and integration-related expenses associated with the Combination | (1) | (21) | (1) | (57) | |||
Operating profit | 309 | 251 | 562 | 804 | |||
Interest expense, net | (179) | (182) | (345) | (349) | |||
Pension and other postretirement non-service income, net | 10 | 7 | 18 | 16 | |||
Other expense, net | (12) | (18) | (23) | (23) | |||
Income before income taxes | 128 | 58 | 212 | 448 | |||
Income tax expense | (40) | (84) | (61) | (92) | |||
Net income (loss) | 88 | (26) | 151 | 356 | |||
Net loss (income) attributable to noncontrolling interests | 1 | (2) | 3 | — | |||
Net income (loss) attributable to common shareholders | $89 | $(28) | $154 | $356 | |||
Three months ended June 30, | Six months ended June 30, | ||||||
2026 | 2025 | 2026 | 2025 | ||||
Net sales (aggregate):(1) | |||||||
North America | $4,743 | $4,755 | $9,245 | $9,424 | |||
Europe, MEA and APAC | 2,826 | 2,778 | 5,597 | 5,360 | |||
LATAM | 559 | 518 | 1,099 | 1,031 | |||
Segment Adjusted EBITDA: | |||||||
North America | $704 | $752 | $1,301 | $1,537 | |||
Europe, MEA and APAC | 380 | 372 | 801 | 761 | |||
LATAM | 124 | 123 | 233 | 238 | |||
Six months ended June 30, | |||
2026 | 2025 | ||
Net cash provided by operating activities | $969 | $1,064 | |
Net cash used for investing activities | $(1,075) | $(996) | |
Net cash used for financing activities | $(109) | $(204) | |
Three months ended June 30, | Six months ended June 30, | ||||||
2026 | 2025 | 2026 | 2025 | ||||
Net income (loss) | $88 | $(26) | $151 | $356 | |||
Income tax expense | 40 | 84 | 61 | 92 | |||
Depreciation, depletion and amortization | 678 | 613 | 1,406 | 1,216 | |||
Impairment and restructuring costs | 119 | 280 | 173 | 295 | |||
Transaction and integration-related expenses associated with the Combination | 1 | 21 | 1 | 57 | |||
Interest expense, net | 179 | 182 | 345 | 349 | |||
Pension and other postretirement non-service income, net | (10) | (7) | (18) | (16) | |||
Share-based compensation expense | 27 | 36 | 55 | 79 | |||
Other expense, net | 12 | 18 | 23 | 23 | |||
Other adjustments | 6 | 12 | 19 | 14 | |||
Adjusted EBITDA | $1,140 | $1,213 | $2,216 | $2,465 | |||
SUMMARIZED STATEMENT OF OPERATIONS | Six months ended June 30, |
2026 | |
Net sales to unrelated parties | $730 |
Net sales to Non-Obligor Subsidiaries | 631 |
Gross profit | 365 |
Interest expense, net with unrelated parties | (307) |
Interest expense, net with Non-Obligor Subsidiaries | (166) |
Net income and net income attributable to the Obligor Group | 2,211 |
SUMMARIZED BALANCE SHEETS | June 30, 2026 | December 31, 2025 | |
ASSETS | |||
Current amounts due from Non-Obligor Subsidiaries | $4,648 | $4,571 | |
Other current assets | 703 | 1,207 | |
Total current assets | $5,351 | $5,778 | |
Non-current amounts due from Non-Obligor Subsidiaries | $3,243 | $3,355 | |
Other non-current assets | 943 | 918 | |
Total non-current assets | $4,186 | $4,273 | |
LIABILITIES | |||
Current amounts due to Non-Obligor Subsidiaries | $7,008 | $9,130 | |
Other current liabilities | 1,081 | 482 | |
Total current liabilities | $8,089 | $9,612 | |
Non-current amounts due to Non-Obligor Subsidiaries | $7,135 | $7,447 | |
Other non-current liabilities | 11,652 | 11,823 | |
Total non-current liabilities | $18,787 | $19,270 |
Exhibit Number | Description of Exhibit | ||
3.1 | |||
10.1† | |||
10.2†# | |||
22 | |||
31.1† | |||
31.2† | |||
32†* | |||
101.INS | Inline 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.DEF | Inline XBRL Taxonomy Extension Definition Document.** | ||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase.** | ||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase.** | ||
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: July 31, 2026 | /s/ Anthony Smurfit | |
Name: | Anthony Smurfit | |
Title: | President & Chief Executive Officer | |
(Principal Executive Officer) | ||
Smurfit Westrock plc | ||
Dated: July 31, 2026 | /s/ Ken Bowles | |
Name: | Ken Bowles | |
Title: | Executive Vice President & Chief Financial Officer | |
(Principal Financial Officer) | ||