Guarantor Information | Guarantor Information On November 20, 2012, GrafTech International Ltd. (the “Parent”), issued $300 million aggregate principal amount of Senior Notes. The Senior Notes mature on November 15, 2020 and bear interest at a rate of 6.375% per year, payable semi-annually in arrears on May 15 and November 15 of each year. The Senior Notes have been guaranteed on a senior basis by the following wholly-owned direct and indirect subsidiaries of the Parent: GrafTech Finance Inc., GrafTech Holdings Inc., GrafTech USA LLC, Seadrift Coke LLP, Fiber Materials, Inc., Intermat, GrafTech Global Enterprises Inc., GrafTech International Holdings Inc., GrafTech DE LLC, GrafTech Seadrift Holding Corp, GrafTech International Trading Inc., GrafTech Technology LLC, GrafTech NY Inc., and Graphite Electrode Network LLC. The guarantors of the Senior Notes, solely in their respective capacities as such, are collectively called the “Guarantors.” Our other subsidiaries, which are not guarantors of the Senior Notes, are called the “Non-Guarantors.” All of the guarantees are unsecured. All of the guarantees are full, unconditional (subject to limited exceptions described below) and joint and several. Each of the Guarantors are 100% owned, directly or indirectly, by the Parent. All of the guarantees of the Senior Notes continue until the Senior Notes have been paid in full, and payment under such guarantees could be required immediately upon the occurrence of an event of default under the Senior Notes. If a Guarantor makes a payment under its guarantee of the Senior Notes, it would have the right under certain circumstances to seek contribution from the other Guarantors. The Guarantors will be released from the guarantees upon the occurrence of certain events, including the following: the unconditional release or discharge of any guarantee or indebtedness that resulted in the creation of the guarantee of the Senior Notes by such Guarantor; the sale or other disposition, including by way of merger or consolidation or the sale of its capital stock, following which such Guarantor is no longer a subsidiary of the Parent; or the Parent's exercise of its legal defeasance option or its covenant defeasance option as described in the indenture applicable to the Senior Notes. If any Guarantor is released, no holder of the Senior Notes will have a claim as a creditor against such Guarantor and the indebtedness and other liabilities, including trade payables and preferred stock, if any, of such Guarantor will be effectively senior to the claim of any holders of the Senior Notes. Investments in subsidiaries are recorded on the equity basis. The following tables set forth condensed consolidating balance sheets as of December 31, 2014 and December 31, 2015 and condensed consolidating statements of operations and comprehensive income (loss) for the year ended December 31, 2013 , 2014 and 2015 and condensed consolidating statements of cash flows for 2014 and 2015 of the Parent, Guarantors and the Non-Guarantors. CONDENSED CONSOLIDATING BALANCE SHEETS As of December 31, 2014 (Predecessor) (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated ASSETS Current Assets: Cash and cash equivalents $ — $ 5,503 $ 12,047 $ — $ 17,550 Accounts receivable - affiliates 40,474 35,618 40,185 (116,277 ) — Accounts receivable - trade — 45,861 117,058 — 162,919 Inventories — 148,080 234,823 — 382,903 Prepaid and other current assets — 17,336 64,287 — 81,623 Total current assets 40,474 252,398 468,400 (116,277 ) 644,995 Investment in affiliates 1,414,278 762,251 — (2,176,529 ) — Property, plant and equipment — 431,602 222,438 — 654,040 Deferred income taxes — — 16,819 — 16,819 Goodwill — 217,099 203,030 — 420,129 Notes receivable - affiliate 35,722 7,413 — (43,135 ) — Other assets 4,110 45,617 48,095 — 97,822 Total Assets $ 1,494,584 $ 1,716,380 $ 958,782 $ (2,335,941 ) $ 1,833,805 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable - affiliate $ — $ 80,659 $ 35,618 $ (116,277 ) $ — Accounts payable - trade 47 35,435 50,927 — 86,409 Short-term debt 187,973 131 — — 188,104 Accrued income and other taxes 344 3,380 20,782 — 24,506 Rationalizations — 7,538 2,025 — 9,563 Other accrued liabilities 2,444 15,252 25,623 — 43,319 Total current liabilities 190,808 142,395 134,975 (116,277 ) 351,901 Long-term debt - affiliate — 35,722 7,413 (43,135 ) — Long-term debt - third party 300,000 40,393 1,222 — 341,615 Other long-term obligations — 77,724 29,842 — 107,566 Deferred income taxes — 5,118 23,079 — 28,197 Stockholders' equity 1,003,776 1,415,028 762,251 (2,176,529 ) 1,004,526 Total Liabilities and Stockholders' Equity $ 1,494,584 $ 1,716,380 $ 958,782 $ (2,335,941 ) $ 1,833,805 CONDENSED CONSOLIDATING BALANCE SHEETS As of December 31, 2015 (Successor) (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated ASSETS Current Assets: Cash and cash equivalents $ — $ 646 $ 6,281 $ — $ 6,927 Accounts receivable - affiliates 51,592 9,362 20,823 (81,777 ) — Accounts receivable - trade — 20,749 82,066 — 102,815 Inventories — 123,340 172,122 — 295,462 Prepaid and other current assets — 8,109 13,565 — 21,674 Total current assets 51,592 162,206 294,857 (81,777 ) 426,878 Investment in affiliates 1,068,028 668,113 — (1,736,141 ) — Property, plant and equipment — 291,494 346,039 — 637,533 Deferred income taxes — — 15,327 — 15,327 Goodwill — 72,399 99,660 — 172,059 Notes receivable - affiliate — 46,074 — (46,074 ) — Other assets — 96,964 73,254 — 170,218 Total Assets $ 1,119,620 $ 1,337,250 $ 829,137 $ (1,863,992 ) $ 1,422,015 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable - affiliate $ 159 $ 72,418 $ 9,200 $ (81,777 ) $ — Accounts payable - trade — 18,546 30,932 — 49,478 Short-term debt — 4,636 136 — 4,772 Accrued income and other taxes — 5,864 3,175 — 9,039 Rationalizations — 995 2,053 — 3,048 Other accrued liabilities 2,444 11,511 15,824 — 29,779 Total current liabilities 2,603 113,970 61,320 (81,777 ) 96,116 Long-term debt - affiliate 38,661 — 7,413 (46,074 ) — Long-term debt - third party 267,827 93,758 870 — 362,455 Other long-term obligations — 61,246 34,239 — 95,485 Deferred income taxes — 248 57,182 — 57,430 Stockholders' equity 810,529 1,068,028 668,113 (1,736,141 ) 810,529 Total Liabilities and Stockholders' Equity $ 1,119,620 $ 1,337,250 $ 829,137 $ (1,863,992 ) $ 1,422,015 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME For the year ended December 31, 2013 (Predecessor) (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated Sales - affiliates $ — $ 220,354 $ 149,251 $ (369,605 ) $ — Sales - third party — 469,033 697,641 — 1,166,674 Net sales — 689,387 846,892 (369,605 ) 1,166,674 Cost of sales — 584,819 812,394 (369,605 ) 1,027,608 Gross profit — 104,568 34,498 — 139,066 Research and development — 10,437 — — 10,437 Selling and administrative expenses — 40,548 70,495 — 111,043 Rationalizations — 2,732 17,424 — 20,156 Operating income (loss) — 50,851 (53,421 ) — (2,570 ) Other expense (income), net — (176 ) 1,874 — 1,698 Interest expense - affiliate — 1,364 670 (2,034 ) — Interest expense - third party 31,294 3,029 1,714 — 36,037 Interest income - affiliate (1,233 ) (670 ) (131 ) 2,034 — Interest income - third party — — (203 ) — (203 ) (Loss) income before income taxes (30,061 ) 47,304 (57,345 ) — ` (40,102 ) (Benefit) provision for income taxes (10,659 ) 9,111 (11,295 ) — (12,843 ) Equity in losses of subsidiary (7,857 ) (46,050 ) — 53,907 — Net income (loss) $ (27,259 ) $ (7,857 ) $ (46,050 ) $ 53,907 $ (27,259 ) Statements of Comprehensive Income (Loss) Net income (loss) $ (27,259 ) $ (7,857 ) $ (46,050 ) $ 53,907 $ (27,259 ) Other comprehensive (loss) income (11,946 ) (11,946 ) (13,601 ) 25,547 (11,946 ) Comprehensive income (loss) $ (39,205 ) $ (19,803 ) $ (59,651 ) $ 79,454 $ (39,205 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME For the year ended December 31, 2014 (Predecessor) (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated Sales - affiliates $ — $ 263,742 $ 150,346 $ (414,088 ) $ — Sales - third party — 422,991 662,313 — 1,085,304 Net sales — 686,733 812,659 (414,088 ) 1,085,304 Cost of sales — 630,031 777,114 (414,088 ) 993,057 Gross profit — 56,702 35,545 — 92,247 Research and development — 14,844 — — 14,844 Selling and administrative expenses — 55,454 68,724 — 124,178 Impairments — 186,552 10,668 — 197,220 Rationalizations — 9,109 2,516 — 11,625 Operating income (loss) — (209,257 ) (46,363 ) — (255,620 ) Other expense (income), net — 1,575 870 — 2,445 Interest expense - affiliate — 806 — (806 ) — Interest expense - third party 32,118 4,037 902 — 37,057 Interest income - affiliate (806 ) — — 806 — Interest income - third party — (11 ) (319 ) — (330 ) (Loss) income before income taxes (31,312 ) (215,664 ) (47,816 ) — ` (294,792 ) (Benefit) provision for income taxes 3,319 (5,618 ) (7,117 ) — (9,416 ) Equity in losses of subsidiary (251,495 ) (40,699 ) — 292,194 — Net income (losses) $ (286,126 ) $ (250,745 ) $ (40,699 ) $ 292,194 $ (285,376 ) Statements of Comprehensive Income (Loss) Net loss $ (286,126 ) $ (250,745 ) $ (40,699 ) $ 292,194 $ (285,376 ) Other comprehensive (loss) income (43,900 ) (43,900 ) (28,650 ) 72,550 (43,900 ) Comprehensive income (loss) $ (330,026 ) $ (294,645 ) $ (69,349 ) $ 364,744 $ (329,276 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME For the Period January 1 through August 14, 2015 (Predecessor) (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated Sales - affiliates $ — $ 124,489 $ 52,794 $ (177,283 ) $ — Sales - third party — 160,761 277,170 — 437,931 Net sales — 285,250 329,964 (177,283 ) 437,931 Cost of sales — 266,369 310,731 (177,283 ) 399,817 Gross profit — 18,881 19,233 — 38,114 Research and development — 5,556 — — 5,556 Selling and administrative expenses 6,750 44,507 29,890 — 81,147 Impairments — 35,381 — — 35,381 Rationalizations — (374 ) 4,881 — 4,507 Operating loss (6,750 ) (66,189 ) (15,538 ) — (88,477 ) Other expense (income), net — 804 531 — 1,335 Interest expense - affiliate 3 372 — (375 ) — Interest expense - third party 24,366 2,481 271 — 27,118 Interest income - affiliate (372 ) (3 ) — 375 — Interest income - third party — (5 ) (362 ) — (367 ) Loss before income taxes (30,747 ) (69,838 ) (15,978 ) — ` (116,563 ) (Benefit from) provision for income taxes — 385 3,701 — 4,086 Equity in losses of subsidiary (89,902 ) (19,679 ) — 109,581 — Net loss $ (120,649 ) $ (89,902 ) $ (19,679 ) $ 109,581 $ (120,649 ) Statements of Comprehensive Income (Loss) Net loss $ (120,649 ) $ (89,902 ) $ (19,679 ) $ 109,581 $ (120,649 ) Other comprehensive (loss) income (26,674 ) (26,674 ) (28,041 ) 54,715 (26,674 ) Comprehensive (loss) income $ (147,323 ) $ (116,576 ) $ (47,720 ) $ 164,296 $ (147,323 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME For the Period August 15 Through December 31, 2015 (Successor) (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated Sales - affiliates $ — $ 51,262 $ 32,611 $ (83,873 ) $ — Sales - third party — 86,053 162,688 — 248,741 Net sales — 137,315 195,299 (83,873 ) 248,741 Cost of sales — 132,610 181,175 (83,873 ) 229,912 Gross profit — 4,705 14,124 — 18,829 Research and development — 2,348 — — 2,348 Selling and administrative expenses — 10,775 21,340 — 32,115 Rationalizations — 71 1,004 — 1,075 Operating loss — (8,489 ) (8,220 ) — (16,709 ) Other expense (income), net — 1,166 (2,109 ) — (943 ) Interest expense - affiliate 226 — — (226 ) — Interest expense - third party 9,552 1,079 285 — 10,916 Interest income - affiliate — (226 ) — 226 — Interest income - third party — (5 ) (6 ) — (11 ) Loss before income taxes (9,778 ) (10,503 ) (6,390 ) — ` (26,671 ) (Benefit) provision for income taxes — 634 6,246 — 6,880 Equity in losses of subsidiary (23,773 ) (12,636 ) — 36,409 — Net loss $ (33,551 ) $ (23,773 ) $ (12,636 ) $ 36,409 $ (33,551 ) Statements of Comprehensive Income (Loss) Net loss $ (33,551 ) $ (23,773 ) $ (12,636 ) $ 36,409 $ (33,551 ) Other comprehensive income (loss): (10,257 ) (10,257 ) (10,257 ) 20,514 (10,257 ) Comprehensive (loss) income $ (43,808 ) $ (34,030 ) $ (22,893 ) $ 56,923 $ (43,808 ) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the year ended December 31, 2013 (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated Net cash (used in) provided by $ (13,718 ) $ 72,111 $ 58,444 $ — $ 116,837 Cash flow from investing activities: Loan repayments from affiliates 15,578 15,000 — (30,578 ) — Capital expenditures — (52,278 ) (34,066 ) — (86,344 ) Insurance recoveries — — 1,500 — 1,500 Proceeds from derivatives (payments on) — 437 (323 ) — 114 Other — 322 607 — 929 Net cash provided by (used in) 15,578 (36,519 ) (32,282 ) (30,578 ) (83,801 ) Cash flow from financing activities: Loans repayments to affiliates — (15,578 ) (15,000 ) 30,578 — Short-term debt borrowings — (6 ) (7,259 ) — (7,265 ) Revolving Facility borrowings — 75,000 91,000 — 166,000 Revolving Facility reductions — (94,500 ) (77,000 ) — (171,500 ) Principal payments on long term debt — (166 ) (59 ) — (225 ) Supply chain financing — — (17,508 ) — (17,508 ) Proceeds from exercise of stock options 448 — — — 448 Purchase of treasury shares (1,825 ) — — — (1,825 ) Refinancing fees and debt issuance costs (483 ) (15 ) (62 ) — (560 ) Other — — (5,210 ) — (5,210 ) Net cash (used in) provided by (1,860 ) (35,265 ) (31,098 ) 30,578 (37,645 ) Net increase (decrease) in cash — 327 (4,936 ) — (4,609 ) Effect of exchange rate changes — — (820 ) — (820 ) Cash and cash equivalents at — 4,425 12,892 — 17,317 Cash and cash equivalents $ — $ 4,752 $ 7,136 $ — $ 11,888 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the year ended December 31, 2014 (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated Net cash (used in) provided by $ (9,474 ) $ 79,864 $ 50,513 $ — $ 120,903 Cash flow from investing activities: Loan repayments from affiliates 6,604 — — (6,604 ) — Capital expenditures — (58,926 ) (26,055 ) — (84,981 ) Insurance recoveries — — 2,834 — 2,834 Proceeds (payments) for derivatives — (2,195 ) 170 — (2,025 ) Proceeds from fixed asset sales — 1,700 3,342 5,042 Other — — 178 — 178 Net cash provided by (used in) 6,604 (59,421 ) (19,531 ) (6,604 ) (78,952 ) Cash flow from financing activities: Loans repayments to affiliates — (6,604 ) — 6,604 — Short-term debt borrowings — (34 ) (987 ) — (1,021 ) Revolving Facility borrowings — 183,000 86,000 — 269,000 Revolving Facility reductions — (193,000 ) (100,000 ) — (293,000 ) Principal payments on long term debt — (132 ) (60 ) — (192 ) Supply chain financing — — (9,455 ) — (9,455 ) Proceeds from exercise of stock options 2,813 — — — 2,813 Purchase of treasury shares (894 ) — — — (894 ) Refinancing fees and debt issuance costs — (2,922 ) (357 ) — (3,279 ) Other 951 — — — 951 Net cash (used in) provided by 2,870 (19,692 ) (24,859 ) 6,604 (35,077 ) Net increase in cash — 751 6,123 — 6,874 Effect of exchange rate changes — — (1,212 ) — (1,212 ) Cash and cash equivalents at — 4,752 7,136 — 11,888 Cash and cash equivalents $ — $ 5,503 $ 12,047 $ — $ 17,550 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Period January 1 through August 14, 2015 (Predecessor) (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities: $ (4,017 ) $ 34,418 $ 25,632 $ (27,710 ) $ 28,323 Cash flow from investing activities: Loans from (repayments to) affiliates 36,204 (21,343 ) — (14,861 ) — Capital expenditures — (20,572 ) (11,729 ) — (32,301 ) Payments for derivative instruments — (7,595 ) (668 ) — (8,263 ) Proceeds from sale of assets — 397 249 — 646 Net cash provided by (used in) investing activities 36,204 (49,113 ) (12,148 ) (14,861 ) (39,918 ) Cash flow from financing activities: Loans from (repayments to) affiliates 21,343 (36,204 ) — 14,861 — Dividends to affiliates — — (27,710 ) 27,710 Short-term debt, net — 14,002 4,509 — 18,511 Revolving Facility borrowings — 126,000 34,000 — 160,000 Revolving Facility reductions — (87,000 ) (12,000 ) — (99,000 ) Repayment of Senior Subordinated Notes (200,000 ) — — — (200,000 ) Issuance of Preferred Shares 150,000 — — — 150,000 Principal payments on long term debt — (89 ) — — (89 ) Proceeds from exercise of stock options 32 — — — 32 Purchase of treasury shares (63 ) — — — (63 ) Revolver facility refinancing — (5,037 ) (31 ) — (5,068 ) Other (3,499 ) — — — (3,499 ) Net cash (used in) provided by financing activities (32,187 ) 11,672 (1,232 ) 42,571 20,824 Net (decrease) increase in cash and cash equivalents — (3,023 ) 12,252 — 9,229 Effect of exchange rate changes on cash and cash equivalents — — (1,746 ) — (1,746 ) Cash and cash equivalents at beginning of period — 5,503 12,047 — 17,550 Cash and cash equivalents at end of period $ — $ 2,480 $ 22,553 $ — $ 25,033 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Period August 15 Through December 31, 2015 (Successor) (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities: $ (15,930 ) $ 18,471 $ 20,574 $ — $ 23,115 Cash flow from investing activities: Loans from (repayments to) affiliates — (17,315 ) — 17,315 — Capital expenditures — (8,438 ) (10,004 ) — (18,442 ) Payments for derivative instruments — — 326 — 326 Proceeds from sale of assets — 492 140 — 632 Net cash provided by (used in) investing activities — (25,261 ) (9,538 ) 17,315 (17,484 ) Cash flow from financing activities: Loans from (repayments to) affiliates 17,315 — — (17,315 ) — Dividends to affiliates — — — — Short-term debt, net — (10,998 ) (4,506 ) — (15,504 ) Revolving Facility borrowings — 52,000 10,000 — 62,000 Revolving Facility reductions — (36,000 ) (32,000 ) — (68,000 ) Issuance of Preferred Shares (1,385 ) — — — (1,385 ) Principal payments on long term debt — (46 ) (137 ) — (183 ) Net cash (used in) provided by financing activities 15,930 4,956 (26,643 ) (17,315 ) (23,072 ) Decrease in cash and cash equivalents — (1,834 ) (15,607 ) — (17,441 ) Effect of exchange rate changes on cash and cash equivalents — — (665 ) — (665 ) Cash and cash equivalents at beginning of period — 2,480 22,553 — 25,033 Cash and cash equivalents at end of period $ — $ 646 $ 6,281 $ — $ 6,927 |