Exhibit 99.2
As previously disclosed on a Current Report on Form 8-K, on August 1, 2023, Mativ Holdings, Inc. (the
Company) entered into a final, binding and irrevocable offer letter (the Offer Letter) with Evergreen Hill Enterprise Pte. Ltd., an affiliate of PT Bukit Muria Jaya (Buyer) pursuant to which Buyer made a binding
offer (the Offer) to acquire the Companys Engineered Papers business (the EP Divestiture). The Company accepted Buyers Offer and countersigned the Purchase Agreement, dated as of August 1, 2023 (the
Purchase Agreement), with respect to the EP Divestiture on October 4, 2023. On November 30, 2023 and pursuant to the Purchase Agreement, the Buyer acquired the Companys Engineered Papers business. The gross purchase price
was $620 million in cash, subject to certain customary adjustments as set forth in the Purchase Agreement.
Supplemental Comparable Financial
Information
Due to the significance of the EP Divestiture which is accounted for as discontinued operations, the Company is providing the
supplemental financial information set forth in the attached schedules to enhance its shareholders ability to evaluate the Companys performance from continuing operations on a comparable basis. The purpose of the supplemental financial
information provided in the attached schedules is to reflect the impact of the EP Divestiture as discontinued operations and to present certain non-GAAP financial measures quarterly on a comparable basis
beginning with the first quarter of 2022. The Company previously filed a Current Report on Form 8-K on December 22, 2022 to provide supplemental combined legacy financial information to reflect the
changes to the Companys reportable segments following the closing of the merger with Neenah, Inc. (Neenah). The quarters ended March 31, 2022 and June 30, 2022 included in the attached schedules also reflect the
adjustments for the Neenah merger previously reported on the December 22, 2022 Current Report on Form 8-K.
The supplemental financial information in the attached schedules is not necessarily indicative of the operating results of the Company had the EP Divestiture
and the Neenah merger been completed at the beginning of or prior to the periods presented or of the operating results of the Company in the future. The supplemental financial information is not pro forma information prepared in accordance with
Article 11 of Regulation S-X of the SEC, and the preparation of information in accordance with Article 11 would result in a different presentation. Pro forma financial information prepared pursuant to Article
11, including unaudited pro forma condensed consolidated statements of operations for the Company for the nine months ended September 30, 2023, as well as the years ended December 31, 2022, 2021, and 2020, and an unaudited pro forma
condensed consolidated balance sheet as of September 30, 2023, in each case giving effect to the EP Divestiture, is attached as Exhibit 99.1 to the Companys Current Report on Form 8-K/A filed on
December 6, 2023.
Non-GAAP Financial Measures
Certain financial measures and comments contained herein exclude restructuring, impairment and other expenses, certain purchase accounting adjustments related
to the Advanced Technical Materials and Fiber-Based Solutions segment acquisitions, acquisition/merger and integration related costs, stock-based compensation, and depreciation and amortization. Financial measures which exclude or include these
items have not been determined in accordance with accounting principles generally accepted in the United States (GAAP) and are therefore non-GAAP financial measures. Reconciliations of
these non-GAAP financial measures to the most closely analogous measure determined in accordance with GAAP for the quarters ended March 31, 2022 and June 30, 2022, are included in the financial
schedules attached hereto.
The Company believes the presentation of non-GAAP financial measures in addition to
the related GAAP measures provides investors with greater transparency on the information used by the Companys management in its financial and operational decision-making. Management also believes the
non-GAAP financial measures provide additional insight for analysts and investors in evaluating the Companys financial and operational performance in the same way that management evaluates the
Companys financial performance. Management believes providing this information enables investors to better understand the Companys operating performance and financial condition. These non-GAAP
financial measures are not calculated or presented in accordance with, and are not intended to be considered in isolation or as alternatives or substitutes for, or superior to, financial measures prepared and presented in accordance with GAAP, and
should be read only in conjunction with the Companys financial measures prepared and presented in accordance with GAAP. The non-GAAP financial measures used in this release may be different from the
measures used by other companies.