Graphic Packaging Holding (GPK) 8-K/A Financial Statements and Exhibits

Exhibit 99.2

Condensed consolidated income statement

Amounts in thousands EUR	Note		Nine months ended September 30, 2021
Net sales		2		708 138
Cost of sales				-571 953
Gross profit				136 185
Selling expenses				-28 372
Administrative expenses				-44 377
Research and development costs				-1 142
Other operating income				6 671
Other operating expenses				-10 517
Operating profit/loss				58 448
Finance income				772
Finance cost				-37 907
Net finance costs				-37 135
Profit/loss before tax				21 313
Income tax expenses				-7 702
Profit/loss for the period				13 611
Attributable to:
Owners of the Company				13 535
Non-controlling interests				76
Profit/loss for the period				13 611

CONSOLIDATED INCOME STATEMENT 3 3

Condensed consolidated statement

of other comprehensive income

Amounts in thousands EUR	Nine months ended September 30, 2021
Profit/loss for the period		13 611
Other comprehensive income:
Items that are or may be reclassified subsequently to profit or loss:
Foreign operations – foreign currency translation differences		–1 531
Cash flow hedges – effective portion of changes in fair value		2
Related tax		0
Items that will not be reclassified to profit or loss:
Re-measurement gains (losses) on defined benefit plans		0
Related tax		0
Other comprehensive income for the period, net of tax		-1 529
Total comprehensive income for the period		12 082
Total comprehensive income for the period attributable to:
Owners of the Company		11 948
Non-controlling interests		134
Total result for the period		12 082

4 CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME

Condensed consolidated balance sheet

Amounts in thousands EUR	September 30, 2021
ASSETS
Non-current assets
Intangible assets		345 643
Property, plant and equipment		289 382
Non-current financial assets		1 311
Financial investment		554
Deferred tax assets		19 041
Total non-current assets		655 931
Current assets
Inventories		122 571
Trade receivables		156 131
Other receivables		21 891
Prepaid expenses and accrued income		10 039
Cash and cash equivalents		82 094
Total current assets		392 726
TOTAL ASSETS		1 048 657

CONSOLIDATED BALANCE SHEET 5

Condensed consolidated balance sheet

Amounts in thousands EUR	September 30, 2021
EQUITY AND LIABILITIES
Equity
Share capital		60
Share premium		21 034
Reserves		-9 752
Retained earnings including profit/loss for the period		20 113
Equity attributable to owners of the Company		31 455
Equity attributable to non-controlling interest		1 577
Total equity		33 032
Non-current liabilities
Non-current interest-bearing borrowings		47 944
Deferred tax liabilities		50 868
Provision for defined benefit pension		43 863
Total non-current liabilities		142 675
Current liabilities
Current interest-bearing borrowings		692 980
Trade payables		87 661
Other payables		24 541
Accrued expenses and deferred income		54 525
Income tax liability		3 174
Provisions		10 069
Total current liabilities		872 950
TOTAL EQUITY AND LIABILITIES		1 048 657

6 CONSOLIDATED BALANCE SHEET

Condensed consolidated statement of cash flows

Amounts in thousands EUR	Nine months ended September 30, 2021
Cash flows from operating activities
Profit/loss before tax		21 313
Depreciation/amortization		47 871
Other non-cash items		4 869
Income tax paid		-10 538
Cash flows from operating activities before change in working capital		63 515
Increase/decrease in inventory		-4 031
Increase/decrease in trade receivables, other receivables, prepaid expenses and accrued income		-27 328
Increase/decrease current liabilities		19 599
Net cash from operating activities		51 755
Cash flows from investing activities
Acquisition of operations/subsidiaries, net cash		-33 206
Acquisition of property, plant and equipment		-15 132
Acquisition of intangible assets		-732
Proceeds from sale of property, plant and equipment		651
Net cash from investing activities		-48 419
Cash flows from financing activities
Proceeds from borrowings		3 536
Repayment of borrowings		-13 870
Net cash from financing activities		-10 334
Net decrease/increase in cash and cash equivalents		-6 998
Cash and cash equivalents at beginning of year		89 545
Effect on movements in exchange rates in cash held		-453
Cash and cash equivalents at end of this period		82 094

CONSOLIDATED STATEMENT OF CASH FLOW 7

Condensed consolidated statement of changes in equity

Amounts in thousands EUR	Share capital		Share premium		Currency translation reserve		Hedging reserve		Retained earnings incl. profit/loss for the period		Total		Non- controlling interests		Total equity
Opening balance 2021-01-01		60		21 034		-8 663		498		6 578		19 507		1 443		20 950
Profit for the period										13 535		13 535		76		13 611
Other comprehensive income for the period						-1 589		2		0		-1 587		58		-1 529
Total comprehensive income		0		0		-1 589		2		13 535		11 948		134		12 082
Closing balance 2021-09-30		60		21 034		-10 252		500		20 113		31 455		1 577		33 032

8 EQUITY

NOTE 1 – BASIS OF PREPARATION

These unaudited interim condensed consolidated financial statements as of September 30, 2021 and for the nine month period then ended, have been prepared to meet the reporting requirements of Rule 3-05 of Regulation S-X and in accordance with International Accounting Standard 34, Interim Financial Reporting (IAS 34).

These interim consolidated financial statements do not include all of the information and disclosures required in the annual financial statements. These financial statement should be read in conjunction with the financial statements for the year ended December 31, 2020. In the opinion of management, the unaudited interim consolidated financial statements reflect all adjustments which management considers necessary for a fair presentation of such financial statements for the periods presented. The results for the interim periods presented are not necessarily indicative of the results that may be expected for the entire fiscal year. The group has applied the same accounting principles and conditions as in the financial statement for the year ended December 31, 2020. The consolidated interim financial statements are not presented in accordance with International Accounting Standard 1, Presentation of Financial Statements, as they do not include comparative figures, which constitute a departure from International Financial Reporting Standards as issued by the International Accounting Standards Board.

NOTE 2 – REVENUE

Net sales per nature of income	Nine months ended September 30, 2021
Sales of goods
Sale of packaging		691 065
Sales of technical solutions		10 978
Sale of services		2 808
Other		3 287
Total		708 138

Of total sales of goods TEUR 697 160 is accounted for at point in time and TEUR 10 978 is accounted for over time. All revenue from sale of services and other sales is accounted for at point in time. Normal payment terms are 30 - 90 days.

The consolidated net sales per geographical market are distributed based on locations of the customers:

Net sales per geographical market	Nine months ended September 30, 2021
Western Europe		453 570
Eastern Europe		187 516
Rest of the world		67 052
Total		708 138

The largest individual countries is Germany with sales of TEUR 126 142, United Kingdom with sales of TEUR 87 972 and Poland with sales of TEUR 82 691.

Net sales to our two biggest customers amounted to total TEUR 177 481, individual sales to the two customers amounting to TEUR 118 477 and TEUR 59 004 respectively.

The consolidated net sales per geograhical market are distributed based on locations of the customers

CONTRACT BALANCES

Information on receivables, contract assets and contract liabilities from contracts with customers is summarized below:

	September 30, 2021
Receivables included in trade receivables and other receivables		156 131
Contract assets		—
Contract liabilities		754

Contract liabilities mainly relate to advances from customers for the development of machines.

NOTE 3 – FINANCIAL INSTRUMENTS

Valuation principles for financial instruments as described in the financial statement for the year ended December 31, 2020 have been consistently applied throughout the reporting period. The below table provides the fair value measurement hierarchy of the Group’s financial assets and liabilities.

Valuation at fair value for currency futures is based on published forward rates in an active market.

AR Packaging agreed to pay additional consideration when they acquired BSC in 2020. The additional consideration of TEUR 904 is calculated as 50% of any positive difference to EBITDA in 2021 as compared to EBITDA in 2018. The earn-out is based on forecasted EBITDA and discounted to the valuation date. At 30 September 2021 the contingent consideration was TEUR 904.

September 30, 2021	Carrying amount		Fair value		Hierarchy level
Assets measured at fair value
Hedge accounting
Currency forward contract		3 706		3 706		2
Fair value through income statement
Fair value option shares		554		554		1
Assets for which fair value is disclosed
Non-current financial assets		1 311		1 311
Trade receivables		156 131		156 131
Other receivables		18 185		18 185
Accrued income		10 039		10 039
Cash and cash equivalents		82 094		82 094
Liabilities measured at fair value
Provision contingent consideration		904		904		3
Hedge accounting
Currency forward contract		3 862		3 862		2
Liabilities for which fair value is disclosed
Interest bearing borrowings
Loan from shareholder		50 000		50 000
Loans from credit institutions		648 442		648 442
Lease contract		52 858		52 858
Other loans		3 011		3 011
Trade payables		87 661		87 661
Other payables		20 679		20 679
Provision contingent consideration
Opening Balance						1 600
Payments during the period						-696
Closing Balance						904

CONSOLIDATED NOTES 9

NOTE 4 – ACQUSITION OF FIRSTAN HOLDINGS LTD

ACQUSITION OF FIRSTAN HOLDINGS LTD

Effective as per January 15th 2021 the Group acquired 100% of the share capital of the UK company Firstan Holdings Ltd. The UK based Firstan Holdings Ltd is a leading independent folding carton manufacturer within the food and healthcare segment with focus on quality, customer service and operational efficiency. Its factory, located in Godmanchester, Cambridgeshire, is a streamlined production facility with best in class machinery and operating systems. The company is an attractive addition to the Group’s product offering and is of significant strategic importance to strengthen the group’s position on the UK market. The Group has concluded that the acquired set is a business. The total consideration was paid in cash. If the acquisition had occurred on 1 January 2021 management estimates that the effect on consolidated net sales would have been TEUR 22 191 and profit for the period TEUR 2 156.

Identifiable assets acquired and liabilities assumed at acquisition date	TEUR
Intangible assets		4 000
Property, plant and equipment		8 908
Inventory		2 890
Trade and other receivables		6 152
Cash and cash equivalents		3 298
Deferred tax liability		-783
Other provisions		-484
Financial liabilities		-3 256
Trade and other payables		-6 396
Total identifiable net assets		14 329
Goodwill		22 175
Total consideration transferred		36 504

The fair value of trade receivables is TEUR 5 081. The full amount is expected to be collectible.

Goodwill

Goodwill arising from the transaction has been recognized as follows:

Consideration – outflow of cash, net of cash acquired	TEUR
Consideration transferred		36 504
Fair value of identifiable net assets		–14 329
Goodwill		22 175

The goodwill of TEUR 22 175 arising from the acquisition is attributable mainly to the synergies expected to be achieved from integrating the acquired operations into AR Packaging Group. None of the goodwill recognized is expected to be deductible for income tax purposes.

NOTE 5 – EFFECT OF COVID 19

As a company we are more resilient than many other businesses.

With regards to Covid-19, our estimate is that we have had a negative impact of the top line for the group of around 2%. Operationally, we have been able to handle the situation quite well, with no major disturbances in the supply chain to our customers. Our production facilities have been running without standstill and we have created good routines for our employees at our plants.

NOTE 6 – SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE

The Company has evaluated subsequent events through January 7, 2022.

On the 1st of November 2021, Graphic Packaging Holding Company Announces Completion of AR Packaging Acquisition; Strengthening Global Market Position in Fiber-Based Packaging Solutions.

10 CONSOLIDATED NOTES