Smurfit WestRock plc 2024年度报告

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”in Rule 12b-2 of the Exchange Act. 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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issuedits audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ As of June 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the registrant’s ordinary shares, par value $0.001per share (“ordinary shares”) were not listed on any domestic exchange or over-the-counter market. The registrant’s ordinary shares began trading on the NewYork Stock Exchange on July 8, 2024. The number of shares of registrant’s ordinary shares outstanding as of the close of business onMarch 3, 2025 was521,964,165. The information required by Part III of this Annual Report on Form 10-K, to the extent not set forth herein, is incorporated herein by reference from theregistrant’s definitive proxy statement to be filed pursuant to Regulation 14A in connection with the registrant’s 2025 annual general meeting of shareholderswithin 120 days after the end of the fiscal year to which this Annual Report on Form 10-K relates. TABLE OF CONTENTSPageExplanatory Note4Cautionary Note Regarding Forward-Looking Statements5PART I4Item 1. Business6Item 1A. Risk Factors22Item 1B. Unresolved Staff Comments45Item 1C. Cybersecurity45Item 2. Properties47Item 3. Legal Proceedings50Item 4. Mine Safety Disclosures50PART II51Item 5. Market for the Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities51Item 6. [Reserved]52Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations53Item 7A. Quantitative and Qualitative Disclosures About Market Risk72Item 8. Financial Statements and Supplementary Data74Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure154Item 9A. Controls and Procedures155Item 9B. Other Information156Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections156PART III156Item 10. Directors, Executive Officers and Corporate Governance156Item 11. Executive Compensation157Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters157Item 13. Certain Relationships and Related Transactions, and Director Independence157Item 14. Principal Accounting Fees and Services157PART IV157Item 15. Exhibits and Financial Statement Schedules158Item 16. Form 10-K Summary166Signatures167 On April 26, 2024, the United States Securities and Exchange Commission (the “SEC”) declared effective the RegistrationStatementon Form S-4 (file number 333-278185), as amended (as supplemented by the prospectus filed with the SEC on April 26, 2024, the“Registration Statement”), of Smurfit WestRock Limited, formerly known as Cepheidway Limited and re-registered as an Irish publiclimited company and renamed Smurfit Westrock plc (the “Company” or “Smurfit Westrock”), to register ordinary shares of $0.001each in the capital of