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, 2015 and December 31, 2016 and condensed consolidating statements of operations and comprehensive income (loss) for the year ended December 31, 2014 , 2015 and 2016 and condensed consolidating statements of cash flows for 2014 , 2015 and 2016 of the Parent, Guarantors and the Non-Guarantors. CONDENSED CONSOLIDATING BALANCE SHEETS As of December 31, 2015 (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 9,803 19,505 (80,900 ) — Accounts receivable - trade — 7,599 74,791 — 82,390 Inventories — 54,613 163,517 — 218,130 Prepaid and other current assets — 7,907 13,243 — 21,150 Current assets of discontinued operations — 81,638 17,520 (877 ) 98,281 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 — 209,633 341,530 — 551,163 Deferred income taxes — — 15,326 — 15,326 Goodwill — 72,399 99,660 — 172,059 Notes receivable - affiliate — 46,074 — (46,074 ) — Other assets — 79,368 73,246 — 152,614 Long-term assets of discontinued operations — 99,457 4,518 — 103,975 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 $ 71,099 $ 9,642 $ (80,900 ) $ — Accounts payable - trade — 11,191 28,956 — 40,147 Short-term debt — 4,636 136 — 4,772 Accrued income and other taxes — 2,824 3,109 — 5,933 Rationalizations — 995 200 — 1,195 Other accrued liabilities 2,444 4,841 13,702 — 20,987 Current liabilities of discontinued operations — 18,384 5,575 (877 ) 23,082 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 — 60,508 33,810 — 94,318 Deferred income taxes — 248 57,182 — 57,430 Long-term liabilities of discontinued operations — 738 429 — 1,167 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 BALANCE SHEETS As of December 31, 2016 (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated ASSETS Current Assets: Cash and cash equivalents $ — $ 636 $ 10,974 $ — $ 11,610 Accounts receivable - affiliates 51,592 3,624 19,643 (74,859 ) — Accounts receivable - trade — 7,518 73,050 — 80,568 Inventories — 44,563 111,548 — 156,111 Prepaid and other current assets 1,350 4,853 15,462 — 21,665 Current assets of discontinued operations — 51,160 14,296 (4,477 ) 60,979 Total current assets 52,942 112,354 244,973 (79,336 ) 330,933 Investment in affiliates 844,379 601,597 — (1,445,976 ) — Property, plant and equipment — 191,503 317,352 — 508,855 Deferred income taxes — — 19,803 — 19,803 Goodwill — 70,399 100,718 — 171,117 Notes receivable - affiliate — 49,003 — (49,003 ) — Other assets — 70,767 70,801 — 141,568 Total Assets $ 897,321 $ 1,095,623 $ 753,647 $ (1,574,315 ) $ 1,172,276 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable - affiliate $ 806 $ 71,243 $ 2,810 $ (74,859 ) $ — Accounts payable - trade 964 8,033 38,666 — 47,663 Short-term debt — 3,062 5,790 — 8,852 Accrued income and other taxes — 2,095 3,161 — 5,256 Rationalizations — 57 18 — 75 Other accrued liabilities 2,444 12,148 15,927 — 30,519 Current liabilities of discontinued operations — 20,381 4,138 (4,477 ) 20,042 Total current liabilities 4,214 117,019 70,510 (79,336 ) 112,407 Long-term debt - affiliate 41,590 — 7,413 (49,003 ) — Long-term debt - third party 274,132 81,695 753 — 356,580 Other long-term obligations — 50,943 31,205 — 82,148 Deferred income taxes — 909 41,997 — 42,906 Long-term liabilities of discontinued operations — 678 172 — 850 Stockholders' equity 577,385 844,379 601,597 (1,445,976 ) 577,385 Total Liabilities and Stockholders' Equity $ 897,321 $ 1,095,623 $ 753,647 $ (1,574,315 ) $ 1,172,276 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 $ — $ 240,295 $ 142,651 $ (382,946 ) $ — Sales - third party — 203,609 621,536 — 825,145 Net sales — 443,904 764,187 (382,946 ) 825,145 Cost of sales — 403,058 737,044 (382,946 ) 757,156 Gross profit — 40,846 27,143 — 67,989 Research and development — 9,738 — — 9,738 Selling and administrative expenses — 33,108 61,521 — 94,629 Impairments — 75,650 — — 75,650 Rationalizations — 5,431 2,515 — 7,946 Operating loss — (83,081 ) (36,893 ) — (119,974 ) Other expense (income), net — 2,049 871 — 2,920 Interest expense - affiliate — 806 — (806 ) — Interest expense - third party 32,118 2,721 897 — 35,736 Interest income - affiliate (806 ) — — 806 — Interest income - third party — — (320 ) — (320 ) Loss from continuing operations before provision for income taxes (31,312 ) (88,657 ) (38,341 ) — ` (158,310 ) Provision for income taxes 15,443 (17,240 ) (3,993 ) — (5,790 ) Equity in loss from continuing operations of subsidiary (105,765 ) (34,348 ) — 140,113 — Net loss from continuing operations (152,520 ) (105,765 ) (34,348 ) 140,113 (152,520 ) Loss from discontinued operations, net of tax — (126,217 ) (6,639 ) — (132,856 ) Equity in loss from discontinued operations of subsidiary (132,856 ) (6,639 ) — 139,495 — Loss on discontinued operations (132,856 ) (132,856 ) (6,639 ) 139,495 (132,856 ) Net loss (285,376 ) (238,621 ) (40,987 ) 279,608 (285,376 ) Statements of Comprehensive Income (Loss) Net loss $ (285,376 ) $ (238,621 ) $ (40,987 ) $ 279,608 $ (285,376 ) Other comprehensive loss (43,900 ) (43,900 ) (28,650 ) 72,550 (43,900 ) Comprehensive loss $ (329,276 ) $ (282,521 ) $ (69,637 ) $ 352,158 $ (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 $ — $ 117,366 $ 52,683 $ (170,049 ) $ — Sales - third party — 80,243 259,664 — 339,907 Net sales — 197,609 312,347 (170,049 ) 339,907 Cost of sales — 180,983 294,067 (170,049 ) 305,001 Gross profit — 16,626 18,280 — 34,906 Research and development — 3,377 — — 3,377 Selling and administrative expenses 6,750 31,513 26,120 — 64,383 Impairments — 35,381 — — 35,381 Rationalizations — (68 ) 82 — 14 Operating loss (6,750 ) (53,577 ) (7,922 ) — (68,249 ) Other expense (income), net — 889 532 — 1,421 Interest expense - affiliate 3 372 — (375 ) — Interest expense - third party 24,366 1,574 271 — 26,211 Interest income - affiliate (372 ) (3 ) — 375 — Interest income - third party — — (363 ) — (363 ) Loss from continuing operations before provision for income taxes (30,747 ) (56,409 ) (8,362 ) — ` (95,518 ) Provision for income taxes — 384 6,068 — 6,452 Equity in loss from continuing operations of subsidiary (71,223 ) (14,430 ) — 85,653 — Net loss from continuing operations (101,970 ) (71,223 ) (14,430 ) 85,653 (101,970 ) Loss from discontinued operations, net of tax — (13,430 ) (5,249 ) — (18,679 ) Equity in loss from discontinued operations of subsidiary (18,679 ) (5,249 ) — 23,928 — Loss on discontinued operations (18,679 ) (18,679 ) (5,249 ) 23,928 (18,679 ) 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 (26,674 ) (26,674 ) (28,041 ) 54,715 (26,674 ) Comprehensive loss $ (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 $ — $ 48,988 $ 31,898 $ (80,886 ) $ — Sales - third party — 40,279 152,854 — 193,133 Net sales — 89,267 184,752 (80,886 ) 193,133 Cost of sales — 87,683 174,048 (80,886 ) 180,845 Gross profit — 1,584 10,704 — 12,288 Research and development — 1,083 — — 1,083 Selling and administrative expenses — 5,556 17,929 — 23,485 Rationalizations — 70 213 — 283 Operating loss — (5,125 ) (7,438 ) — (12,563 ) Other expense (income), net — 1,286 (2,099 ) — (813 ) Interest expense - affiliate 226 — — (226 ) — Interest expense - third party 9,552 161 286 — 9,999 Interest income - affiliate — (226 ) — 226 — Interest income - third party — — (6 ) — (6 ) Loss from continuing operations before provision for income taxes (9,778 ) (6,346 ) (5,619 ) — ` (21,743 ) Provision for income taxes — 634 6,248 — 6,882 Equity in loss from continuing operations of subsidiary (18,847 ) (11,868 ) — 30,715 — Net loss from continuing operations (28,625 ) (18,848 ) (11,867 ) 30,715 (28,625 ) Loss from discontinued operations, net of tax — (4,154 ) (772 ) — (4,926 ) Equity in loss from discontinued operations of subsidiary (4,926 ) (772 ) — 5,698 — Loss on discontinued operations (4,926 ) (4,926 ) (772 ) 5,698 (4,926 ) Net loss (33,551 ) (23,774 ) (12,639 ) 36,413 (33,551 ) Statements of Comprehensive Income (Loss) Net loss $ (33,551 ) $ (23,774 ) $ (12,639 ) $ 36,413 $ (33,551 ) Other comprehensive loss (10,257 ) (10,257 ) (10,257 ) 20,514 (10,257 ) Comprehensive loss $ (43,808 ) $ (34,031 ) $ (22,896 ) $ 56,927 $ (43,808 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME For the year ended December 31, 2016 (Successor) (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated Sales - affiliates $ — $ 122,164 $ 57,099 $ (179,263 ) $ — Sales - third party — 87,028 350,935 — 437,963 Net sales — 209,192 408,034 (179,263 ) 437,963 Cost of sales — 190,558 436,721 (179,263 ) 448,016 Additions to lower of cost or — 6,822 12,152 — 18,974 Gross profit (loss) — 11,812 (40,839 ) — (29,027 ) Research and development — 2,399 — — 2,399 Selling and administrative expenses — 23,831 33,894 — 57,725 Impairments — — 2,843 — 2,843 Rationalizations — 110 (51 ) — 59 Operating loss — (14,528 ) (77,525 ) — (92,053 ) Other expense (income), net 6 1,492 (3,686 ) — (2,188 ) Interest expense - affiliate 984 — — (984 ) — Interest expense - third party 25,430 1,136 348 — 26,914 Interest income - affiliate — (984 ) — 984 — Interest income - third party — — (358 ) — (358 ) Loss from continuing operations before provision for income taxes (26,420 ) (16,172 ) (73,829 ) — (116,421 ) Provision for income taxes — 274 (7,826 ) — (7,552 ) Equity in loss from continuing operations of subsidiary (82,449 ) (66,003 ) — 148,452 — Net loss from continuing operations (108,869 ) (82,449 ) (66,003 ) 148,452 (108,869 ) Loss from discontinued operations, net of tax (1,918 ) (121,741 ) (3,315 ) — (126,974 ) Equity in loss from discontinued operations of subsidiary (125,056 ) (3,315 ) — 128,371 — Loss on discontinued operations (126,974 ) (125,056 ) (3,315 ) 128,371 (126,974 ) Net loss (235,843 ) (207,505 ) (69,318 ) 276,823 (235,843 ) Statements of Comprehensive Income (Loss) Net loss $ (235,843 ) $ (207,505 ) $ (69,318 ) $ 276,823 $ (235,843 ) Other comprehensive income (loss) 2,699 2,699 2,699 (5,398 ) 2,699 Comprehensive loss $ (233,144 ) $ (204,806 ) $ (66,619 ) $ 271,425 $ (233,144 ) 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 ) — 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 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the year ended December 31, 2016 (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated Net cash (used in) provided by $ (19,032 ) $ 25,527 $ 16,320 $ — $ 22,815 Cash flow from investing activities: Loan repayments from affiliates — (2,067 ) — 2,067 — Capital expenditures — (9,019 ) (18,839 ) — (27,858 ) Payments for derivatives — — 377 — 377 Proceeds from the sale of fixed assets — 462 659 — 1,121 Cash received (disposed) on divestiture 16,173 (284 ) — — 15,889 Net cash provided by (used in) 16,173 (10,908 ) (17,803 ) 2,067 (10,471 ) Cash flow from financing activities: Loans repayments to affiliates 2,067 — — (2,067 ) — Dividends to affiliates 792 (792 ) — Short-term debt borrowings — 1,705 5,658 — 7,363 Revolving Facility borrowings — 51,000 5,000 — 56,000 Revolving Facility reductions — (65,469 ) (5,000 ) — (70,469 ) Principal payments on long term debt — (151 ) (138 ) — (289 ) Refinancing fees and debt issuance costs — (922 ) — — (922 ) Net cash provided by 2,859 (14,629 ) 5,520 (2,067 ) (8,317 ) Net (decrease) increase in cash — (10 ) 4,037 — 4,027 Effect of exchange rate changes — — 656 — 656 Cash and cash equivalents at — 646 6,281 — 6,927 Cash and cash equivalents $ — $ 636 $ 10,974 $ — $ 11,610 |