Smurfit Westrock plcSW
Smurfit Westrock plc Debt Disclosure
15. Debt
The following were individual components of debt:
December 31, | |||||||
2025 | 2024 | ||||||
Amount | Weighted average interest rate | Amount | Weighted average interest rate | ||||
$292 million senior debentures due 2025 | $— | —% | $292 | 7.5% | |||
$700 million receivables securitization due 2027 | 550 | 5.0% | 435 | 5.7% | |||
$500 million senior notes due 2027 | — | —% | 500 | 3.4% | |||
€750 million senior notes due 2027 | — | —% | 781 | 1.5% | |||
$600 million senior notes due 2028 | 600 | 4.0% | 600 | 4.0% | |||
$500 million senior notes due 2028 | 500 | 3.9% | 500 | 3.9% | |||
$750 million senior notes due 2029 | 750 | 4.9% | 750 | 4.9% | |||
€500 million senior green notes due 2029 | 587 | 0.5% | 520 | 0.5% | |||
€230 million receivables securitization due 2029 | 257 | 3.6% | 5 | 4.3% | |||
€100 million receivables securitization due 2029 | 117 | 3.1% | — | —% | |||
$400 million senior notes due 2030 | 400 | 8.2% | 400 | 8.2% | |||
$750 million senior green notes due 2030 | 750 | 5.2% | 750 | 5.2% | |||
$300 million senior notes due 2031 | 300 | 8.0% | 300 | 8.0% | |||
€500 million senior green notes due 2031 | 587 | 3.5% | — | —% | |||
$500 million senior notes due 2032 | 500 | 4.2% | 500 | 4.2% | |||
$76 million senior notes due 2032 | 76 | 6.8% | 76 | 6.8% | |||
€600 million senior green notes due 2032 | 704 | 3.5% | 624 | 3.5% | |||
$600 million senior notes due 2033 | 600 | 3.0% | 600 | 3.0% | |||
€500 million senior green notes due 2033 | 587 | 1.0% | 520 | 1.0% | |||
$1,000 million senior green notes due 2034 | 1,000 | 5.4% | 1,000 | 5.4% | |||
$850 million senior green notes due 2035 | 850 | 5.4% | 850 | 5.4% | |||
$800 million senior green notes due 2036 | 800 | 5.2% | — | —% | |||
€600 million senior green notes due 2036 | 704 | 3.8% | 624 | 3.8% | |||
$3 million senior notes due 2037 | 3 | 6.8% | 3 | 6.8% | |||
$150 million senior notes due 2047 | 150 | 7.6% | 150 | 7.6% | |||
$1,000 million senior green notes due 2054 | 1,000 | 5.8% | 1,000 | 5.8% | |||
Commercial paper | 155 | 4.0% | 546 | 4.8% | |||
Vendor financing and commercial card programs | 99 | —% | 116 | —% | |||
Farm credit facility | 600 | 5.5% | 600 | 6.1% | |||
Other bank loans | 93 | 8.3% | 129 | 7.2% | |||
Finance lease obligations | 548 | 5.8% | 536 | 5.8% | |||
Total debt, excluding fair value adjustments, bond discounts and debt issuance costs | 13,867 | 13,707 | |||||
Unamortized fair value adjustments, bond discounts and debt issuance costs | (94) | (112) | |||||
Total debt | 13,773 | 13,595 | |||||
Less: Current portion of debt | (346) | (1,053) | |||||
Non-current debt due after one year | $13,427 | $12,542 | |||||
As of December 31, 2025, we have senior notes in issuance with a total par value of $11,448 million (December 31, 2024:
$11,340 million), of which $3,169 million are denominated in euro (December 31, 2024: $3,069 million) and $8,279 million are
denominated in U.S. dollars (December 31, 2024: $8,271 million).
The weighted average interest rate for short-term debt was 3.3% and 5.1% as of December 31, 2025, and 2024, respectively.
As of December 31, 2025, the aggregate maturities of debt, excluding finance lease obligations, for the succeeding five years and
thereafter are as follows:
Year ended December 31, | Total | |
2026 | $312 | |
2027 | 583 | |
2028 | 1,101 | |
2029 | 2,312 | |
2030 | 1,150 | |
2031 and thereafter | 7,861 | |
Unamortized fair value adjustments, bond discounts and debt issuance costs | (96) | |
Total | $13,223 |
See “Note 13. Leases” for the aggregate maturities of finance lease obligations for the succeeding five years and thereafter.
The maturity profile of undrawn committed facilities are as follows:
2025 | 2024 | ||
Within one year | $— | $— | |
Between one and two years | 47 | — | |
More than two years | 4,513 | 5,079 |
The undrawn commitments above pertain to the revolving credit facility and the receivables securitization facilities, which are further
explained below. The commitment fees on the revolving credit facility and receivables securitization facilities were immaterial for the
years ended December 31, 2025, and 2024.
During the years ended December 31, 2025, 2024 and 2023, amortization of debt issuance costs charged to interest expense were
$12 million, $10 million and $7 million, respectively.
At December 31, 2025 the borrowings which were designated as net investment hedges had a carrying value of $49 million
(December 31, 2024: $49 million). There has been no ineffectiveness recognized in relation to these hedges in the current or prior
financial years.
The carrying amount of our debt includes a fair value adjustment related to debt assumed through mergers and acquisitions. The value
of the debt assumed upon the Combination (inclusive of the adjustment) was $8,725 million. At December 31, 2025, the unamortized
fair value adjustment was $22 million, which will be amortized over a weighted average remaining life of 7 years.
At December 31, 2025, all of our debt was unsecured with the exception of our receivables securitization facilities and finance lease
obligations.
The senior notes are unsecured, unsubordinated obligations that rank equally in right of payment with all of our existing and future
unsecured, unsubordinated obligations. The senior notes are effectively subordinated to any of our existing and future secured debt to
the extent of the value of the assets securing such debt and to the obligations of our non-debtor/guarantor subsidiaries.
Senior Notes Issued and Redeemed
2025
On April 3, 2025, the Company and certain of its direct and indirect wholly-owned subsidiaries (the “Obligor Group”) filed with the
United States Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, with respect to concurrent
offers to exchange up to $2,750 million principal amount of unregistered senior unsecured notes previously issued by Smurfit Kappa
Treasury Unlimited Company on April 3, 2024 and guaranteed by other members of the Obligor Group and up to $850 million
principal amount of unregistered senior unsecured notes previously issued by Smurfit Westrock Financing Designated Activity
Company on November 26, 2024 and guaranteed by the other members of the Obligor Group (collectively, the “Original Notes”), in
each case for registered notes of equal principal amount issued by the same obligors with the same interest and maturity dates and
coupons and guaranteed by the same members of the Obligor Group (the “New Notes”). The Form S-4 became effective on April 23,
2025 and the exchange offers commenced on that same date. The terms of the New Notes are identical in all material respects to the
Original Notes except that the New Notes do not have any transfer restrictions, registration rights or additional interest provisions. The
exchange offers expired at 5:00 p.m. New York City time, on May 21, 2025 (the “Expiration Date”) and resulted in approximately
$3,588 million aggregate principal amount of the Original Notes (99.66% of the original principal amount) being validly tendered and
not validly withdrawn, for exchange for the New Notes. The Obligor Group accepted all of the Original Notes which were validly
tendered and not validly withdrawn as of the Expiration Date and has issued a like principal amount of New Notes in exchange for
such Original Notes. No new proceeds were received by the Obligor Group in connection with the exchange offer.
On November 20, 2025 we redeemed the outstanding $292 million in aggregate principal amount of 7.500% senior debentures due
2025 in full at par. We funded this redemption using existing liquidity. No gain or loss on extinguishment of debt was recorded.
On November 21, 2025, Smurfit Westrock Financing Designated Activity Company (“SWF”), a designated activity company
incorporated under the laws of Ireland and a wholly-owned direct subsidiary of Smurfit Westrock plc (“Smurfit Westrock”), issued
$800 million aggregate principal amount of 5.185% senior green notes due 2036 (the “USD Notes”), with interest payable semi-
annually in arrears, beginning on July 15, 2026. On November 24, 2025, Smurfit Kappa Treasury Unlimited Company (“SKT” and,
together with SWF, the “Issuers”), a public unlimited company incorporated under the laws of Ireland and a wholly-owned indirect
subsidiary of Smurfit Westrock issued €500 million aggregate principal amount of 3.489% senior green notes due 2031 (the “EUR
Notes” and, together with the USD Notes, the “November 2025 Notes”), with interest payable annually in arrears. These November
2025 Notes can be redeemed, at par in whole or in part, within three months to their maturity, in accordance with the respective
indentures. The November 2025 Notes have been registered under the U.S. Securities Act of 1933, as amended, pursuant to a
registration statement (the “Registration Statement”) on Form S-3ASR (No. 333-291446) filed with the SEC on November 12, 2025.
The November 2025 Notes were sold pursuant to a base prospectus, dated November 12, 2025, forming a part of the Registration
Statement, and separate preliminary and final prospectus supplements with respect to the USD Notes, dated November 17, 2025, and
the EUR Notes, dated November 18, 2025.
We used the net proceeds of the above November 2025 Notes (i) to redeem the outstanding €750 million in aggregate principal
amount of 1.500% senior notes due 2027 issued by SKT (the “SKT 2027 Notes”) in full at the applicable redemption price set forth in
the indenture governing the SKT 2027 Notes, (ii) to redeem the outstanding $500 million in aggregate principal amount of 3.375%
senior notes due 2027 issued by WRKCo Inc. (the “WRKCo 2027 Notes”) in full at the applicable redemption price set forth in the
indenture governing the WRKCo 2027 Notes, and (iii) for general corporate purposes, including the repayment of indebtedness. We
also used an amount equivalent to the proceeds of the November 2025 Notes to finance or refinance a portfolio of eligible green
projects in accordance with our Green Finance Framework, which we may, in the future, update in line with developments in the
market.
We recorded a $2 million and $14 million loss on extinguishment upon repayment of the €750 million 1.500% senior notes due 2027
and the $500 million 3.375% senior notes due 2027, respectively.
2024
On April 3, 2024, Smurfit Kappa Treasury (a wholly-owned subsidiary of Smurfit Westrock plc) completed an offering in the
aggregate principal amount of $2,750 million of senior unsecured green notes in three series, comprised of the following: $750 million
aggregate principal amount of 5.200% senior green notes due 2030 (the “2030 Notes”), $1,000 million aggregate principal amount of
5.438% senior green notes due 2034 (the “2034 Notes”) and $1,000 million aggregate principal amount of 5.777% senior green notes
due 2054 (the “2054 Notes” and, together with the 2030 Notes and 2034 Notes, the “Notes” or the “Financing”) (such offering, the
“April Notes Offering”).
The proceeds from the April Notes Offering have been used to fund the cash portion of the Combination consideration and related
fees, for general corporate purposes including repayment of indebtedness and to finance or refinance eligible green projects in
accordance with Smurfit Westrock's Green Finance Framework.
On August 12, 2024, we redeemed €250 million aggregate principal amount of our 2.750% senior notes due February 2025. We
funded this redemption by drawing on our receivables securitization facilities. No gain or loss on extinguishment of debt was
recorded.
On September 17, 2024, we discharged $600 million aggregate principal amount of our 3.750% senior notes due March 2025. We
funded this discharge using a portion of the proceeds from our April Notes Offering. We recorded a $4 million loss on extinguishment
of debt.
On November 26, 2024, we issued $850 million aggregate principal amount of 5.418% senior green notes due 2035, with interest
payable semi-annually in arrears, beginning on July 15, 2025. On November 27, 2024, we also issued €600 million aggregate principal
amount of 3.454% senior green notes due 2032 and €600 million aggregate principal amount of 3.807% senior green notes due 2036,
both with interest payable annually in arrears. These senior green notes (the “November 2024 Notes”) can be redeemed, at par in
whole or in part, within three months to their maturity, in accordance with the respective indentures.
We used the net proceeds of the above November 2024 Notes (i) to redeem the outstanding €1,000 million in aggregate principal
amount of 2.875% senior notes due 2026, in full at the applicable redemption price set forth in the applicable indenture, (ii) to redeem
the outstanding $750 million in aggregate principal amount of 4.650% senior notes due 2026, in full at the applicable redemption price
set forth in the applicable indenture, and (iii) for general corporate purposes, including the repayment of indebtedness. We used an
amount equivalent to the proceeds of these November 2024 Notes to finance or refinance a portfolio of eligible green projects in
accordance with our Green Finance Framework.
We recorded a $7 million and $2 million loss on extinguishment at repayment of the $750 million 4.650% senior notes due 2026 and
the €1,000 million 2.875% senior notes due 2026, respectively.
Revolving Credit Facility
The Company has a Revolving Credit Facility (“RCF”) with certain lenders and Wells Fargo Bank, National Association, as agent,
that provides for a multi-currency revolving loan facility in an aggregate principal amount of $4,500 million, including a swingline
sub-facility in an aggregate principal amount of $500 million.
Loans under the RCF may be drawn in U.S. dollars, euro, pounds sterling, Swiss francs, Japanese yen, Swedish kronor and Canadian
dollars, with a borrower (or the obligors’ agent on behalf of a borrower) selecting the currency of a loan under the RCF. Borrowings
under the RCF bear interest at rates based upon an underlying reference rate, plus a margin determined in accordance with a ratings-
based pricing grid. Reference rates include SOFR for U.S. dollars, EURIBOR for euro, SONIA for pounds sterling, STIBOR for
Swedish kronor and SARON for Swiss francs. Unused revolving commitments under the RCF will accrue a commitment fee equal to
a percentage of the applicable interest rate margin. The RCF also requires the payment of a utilization fee calculated on outstanding
revolving loans, based on the utilization rate of the RCF. The RCF had an initial term of five years from its commencement date (June
28, 2024), which may be extended on two occasions by up to an aggregate of two years. In June 2025, the Company exercised the first
extension option, extending the maturity date to June 28, 2030. The RCF is unsecured. The RCF includes customary terms and
conditions for investment grade borrowers. There are no financial covenants. As of December 31, 2025, there were no amounts
outstanding under the facility.
Farm Credit Facility
A credit agreement (the “Farm Credit Facility Agreement”) is in place with CoBank, ACB, as administrative agent. The Farm Credit
Facility Agreement provides for a senior unsecured term loan facility in an aggregate principal amount of $600 million and matures in
July 2029. The carrying value of this facility at December 31, 2025, was $600 million.
At our option, loans issued under the Farm Credit Facility Agreement will bear interest at either Term SOFR or an alternative base
rate, in each case plus an applicable interest rate margin that will fluctuate between 1.650% per annum and 2.275% per annum (for
Term SOFR loans) or between 0.650% per annum and 1.275% per annum (for alternative base rate loans), based upon the Company’s
corporate credit ratings (as defined in the Farm Credit Facility Agreement). In addition, Term SOFR loans will be subject to a credit
spread adjustment equal to 0.1% per annum.
Receivables Securitization Facilities
The Group’s liquidity facilities include two euro denominated trade receivables securitization programs of up to €330 million of
committed financings in aggregate which are due to mature in December 2029 and one U.S. dollar denominated trade receivables
securitization program of up to $700 million of committed financings which is due to mature in June 2027.
As of December 31, 2025, the gross amount of receivables collateralizing the euro denominated trade receivables programs was
€749 million (December 31, 2024: €739 million). At December 31, 2025, maximum available borrowings, when excluding amounts
drawn under these programs, were $13 million (December 31, 2024: $338 million).
As of December 31, 2025, the gross amount of receivables collateralizing the U.S. dollar denominated trade receivables program was
$1,043 million (December 31, 2024: $1,077 million). At December 31, 2025, maximum available borrowings, when excluding
amounts drawn under these programs, were $47 million (December 31, 2024: $241 million).
We have continuing involvement with the underlying receivables as we provide credit and collection services pursuant to the
underlying agreement.
Borrowing availability under these facilities is based on the eligible underlying accounts receivable and compliance with certain
covenants. The agreements governing the receivables securitization facilities contain restrictions, including, among others, on the
creation of certain liens on the underlying collateral. Interest rates are based on prevailing market rates plus a program fee.
The sale of the securitized receivables under our securitization programs does not meet the requirements for derecognition under ASC
860. As a result, the securitized receivables continue to be shown on the face of the Consolidated Balance Sheets, and the notes issued
to fund the purchase of these receivables are shown as borrowings with attributable interest expense recognized over the life of the
related transaction.
Given the short-term nature of the securitized receivables and the variable floating rates, the carrying amount of the securitized
receivables and the associated liabilities reported on the Consolidated Balance Sheets is estimated to approximate fair value.
Commercial Paper
The Company, through its wholly-owned subsidiary WRKCo Inc. as the issuer, maintains an unsecured commercial paper program.
Under the program, we may issue senior short-term unsecured commercial paper notes in an aggregate principal amount at any time
not to exceed $1,000 million with up to 397-day maturities. The program has no expiration date and can be terminated by either the
agent or us with not less than 30 days’ notice. The $1,000 million commercial paper program is supported by the $4,500 million RCF
with a separate $500 million swingline sublimit which allows for same-day drawing in U.S. dollar. The amount of commercial paper
outstanding does not reduce available capacity under the RCF. Commercial paper borrowings may vary during the period, largely as a
result of fluctuations in funding requirements.
Amounts available under the program may be borrowed, repaid and re-borrowed from time to time. At December 31, 2025,
$155 million was issued (December 31, 2024: $546 million). The weighted average interest rate pertaining to this facility was 4.0% as
of that date (December 31, 2024: 4.8%).
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2024 | Mar 7, 2025 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.