Supplemental 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 are 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 LP, 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. The indebtedness and other liabilities, including trade payables and preferred stock, if any, of each Guarantor are 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, 2016 and June 30, 2017 , condensed consolidating statements of operations and comprehensive income for the three and six months ended June 30, 2016 and 2017 and the condensed consolidating statements of cashflows for the six months ended June 30, 2016 and 2017 . 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 Other accrued liabilities 2,444 12,205 15,945 — 30,594 Short-term 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 BALANCE SHEETS As of June 30, 2017 (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated ASSETS Current Assets: Cash and cash equivalents $ — $ 811 $ 11,119 $ — $ 11,930 Accounts receivable - affiliates 51,592 14,331 9,484 (75,407 ) — Accounts receivable - trade — 9,705 72,292 — 81,997 Inventories — 45,037 119,387 164,424 Prepaid and other current assets 554 5,786 18,005 — 24,345 Current assets of discontinued operations — 32,839 11,840 (2,063 ) 42,616 Total current assets 52,146 108,509 242,127 (77,470 ) 325,312 Investment in affiliates 828,394 581,431 — (1,409,825 ) — Property, plant and equipment — 183,901 322,847 — 506,748 Deferred income taxes — — 19,340 — 19,340 Goodwill — 70,399 100,718 — 171,117 Notes receivable - affiliate 60,101 — (60,101 ) — Other assets — 64,577 62,179 — 126,756 Total Assets $ 880,540 $ 1,068,918 $ 747,211 $ (1,547,396 ) $ 1,149,273 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable - affiliate $ 814 $ 61,074 $ 13,519 $ (75,407 ) $ — Accounts payable - trade — 7,701 39,552 — 47,253 Short-term debt — 7,863 144 — 8,007 Accrued income and other taxes — 1,405 6,134 — 7,539 Other accrued liabilities 2,444 7,986 16,849 — 27,279 Liabilities of discontinued operations — 14,622 3,609 (2,063 ) 16,168 Total current liabilities 3,258 100,651 79,807 (77,470 ) 106,246 Long-term debt - affiliate 52,688 — 7,413 (60,101 ) — Long-term debt - third party 277,341 89,778 837 — 367,956 Other long-term obligations — 48,151 32,989 — 81,140 Deferred income taxes — 1,158 44,549 — 45,707 Long-term liabilities of discontinued operations — 786 185 — — — 971 Stockholders' equity 547,253 828,394 581,431 (1,409,825 ) 547,253 Total Liabilities and Stockholders' Equity $ 880,540 $ 1,068,918 $ 747,211 $ (1,547,396 ) $ 1,149,273 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS For the Three months ended June 30, 2016 (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated Sales - affiliates $ — $ 38,238 $ 16,081 $ (54,319 ) $ — Sales - third party — 21,824 93,541 — 115,365 Net sales — 60,062 109,622 (54,319 ) 115,365 Cost of sales — 43,760 130,825 (54,319 ) 120,266 Additions to lower cost or market inventory reserve — 1,761 1,743 — 3,504 Gross profit (loss) — 14,541 (22,946 ) — (8,405 ) Research and development — 786 — — 786 Selling and administrative expenses — 3,716 9,707 — 13,423 Operating income (loss) — 10,039 (32,653 ) — (22,614 ) Other expense (income), net — 472 (1,670 ) — (1,198 ) Interest expense - affiliate 236 — — (236 ) — Interest expense - third party 6,353 13 70 — 6,436 Interest income - affiliate — (236 ) — 236 — Income (Loss) from continuing operations before provision for income taxes (6,589 ) 9,790 (31,053 ) — ` (27,852 ) Provision for income taxes — 238 (5,829 ) — (5,591 ) Equity in loss from (15,672 ) (25,224 ) — 40,896 — Net loss from (22,261 ) (15,672 ) (25,224 ) 40,896 (22,261 ) Loss from discontinued operations, net of tax — (103,752 ) (2,386 ) — (106,138 ) Equity in loss from discontinued operations of subsidiary (106,138 ) (2,386 ) — 108,524 — Net loss from (106,138 ) (106,138 ) (2,386 ) 108,524 (106,138 ) Net loss $ (128,399 ) $ (121,810 ) $ (27,610 ) $ 149,420 $ (128,399 ) Statements of Comprehensive Income (Loss) Net loss $ (128,399 ) $ (121,810 ) $ (27,610 ) $ 149,420 $ (128,399 ) Other comprehensive income (936 ) (936 ) (936 ) 1,872 (936 ) Comprehensive loss $ (129,335 ) $ (122,746 ) $ (28,546 ) $ 151,292 $ (129,335 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS For the Three months ended June 30, 2017 (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated Sales - affiliates $ — $ 21,453 $ 12,623 $ (34,076 ) $ — Sales - third party — 22,482 93,832 — 116,314 Net sales — 43,935 106,455 (34,076 ) 116,314 Cost of sales — 45,314 95,185 (34,076 ) 106,423 Additions to lower of cost or — 209 3 — 212 Gross (loss) profit — (1,588 ) 11,267 — 9,679 Research and development — 943 — — 943 Selling and administrative expenses — 3,970 8,225 — 12,195 Operating (loss) income — (6,501 ) 3,042 — (3,459 ) Other expense (income), net (1 ) 221 966 — 1,186 Interest expense - affiliate 788 — — (788 ) — Interest expense - third party 6,391 1,423 88 — 7,902 Interest income - affiliate — (788 ) — 788 — Interest income - third party — — (139 ) — (139 ) (Loss) income from continuing operations before provision for income taxes (7,178 ) (7,357 ) 2,127 — ` (12,408 ) Provision for income taxes — 123 802 — 925 Equity in loss from continuing operations of subsidiary (6,155 ) 1,325 — 4,830 — Net (loss) income from (13,333 ) (6,155 ) 1,325 4,830 (13,333 ) Income (loss) income from discontinued operations, net of tax 77 (3,638 ) (489 ) — (4,050 ) Equity in loss from discontinued operations of subsidiary (4,127 ) (489 ) — 4,616 — Net loss from discontinued operations (4,050 ) (4,127 ) (489 ) 4,616 (4,050 ) Net (loss) income $ (17,383 ) $ (10,282 ) $ 836 $ 9,446 $ (17,383 ) Statements of Comprehensive Income (Loss) Net (loss) income $ (17,383 ) $ (10,282 ) $ 836 $ 9,446 $ (17,383 ) Other comprehensive income 8,755 8,755 8,755 (17,510 ) 8,755 Comprehensive (loss) income $ (8,628 ) $ (1,527 ) $ 9,591 $ (8,064 ) $ (8,628 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS For the Six Months Ended June 30, 2016 (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated Sales - affiliates $ — $ 79,137 $ 35,724 $ (114,861 ) $ — Sales - third party — 42,644 168,297 — 210,941 Net sales — 121,781 204,021 (114,861 ) 210,941 Cost of sales — 105,414 227,143 (114,861 ) 217,696 Additions to lower cost or market inventory reserve — 3,782 10,843 — 14,625 Gross profit (loss) — 12,585 (33,965 ) — (21,380 ) Research and development — 1,438 — — 1,438 Selling and administrative expenses — 9,789 17,426 — 27,215 Operating (loss) income — 1,358 (51,391 ) — (50,033 ) Other expense (income), net 6 742 (1,708 ) — (960 ) Interest expense - affiliate 434 — — (434 ) — Interest expense - third party 12,697 54 145 — 12,896 Interest income - affiliate — (434 ) — 434 — Interest income - third party — — (12 ) — (12 ) Income (Loss) from continuing operations before provision for income taxes (13,137 ) 996 (49,816 ) — ` (61,957 ) Provision for income taxes — 255 (6,141 ) — (5,886 ) Equity in loss from (42,934 ) (43,675 ) — 86,609 — Net loss from (56,071 ) (42,934 ) (43,675 ) 86,609 (56,071 ) Loss from discontinued operations, net of tax — (105,330 ) (3,372 ) — (108,702 ) Equity in loss from discontinued operations of subsidiary (108,702 ) (3,372 ) — 112,074 — Net loss from (108,702 ) (108,702 ) (3,372 ) 112,074 (108,702 ) Net loss $ (164,773 ) $ (151,636 ) $ (47,047 ) $ 198,683 $ (164,773 ) Statements of Comprehensive Income (Loss) Net loss $ (164,773 ) $ (151,636 ) $ (47,047 ) $ 198,683 $ (164,773 ) Other comprehensive income 11,701 11,701 11,701 (23,402 ) 11,701 Comprehensive loss $ (153,072 ) $ (139,935 ) $ (35,346 ) $ 175,281 $ (153,072 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS For the Six Months Ended June 30, 2017 (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated Sales - affiliates $ — $ 46,797 $ 24,708 $ (71,505 ) $ — Sales - third party — 44,363 176,690 — 221,053 Net sales — 91,160 201,398 (71,505 ) 221,053 Cost of sales — 91,784 188,501 (71,505 ) 208,780 Additions to lower of cost or — 934 575 — 1,509 Gross (loss) profit — (1,558 ) 12,322 — 10,764 Research and development — 1,772 — — 1,772 Selling and administrative expenses — 7,269 16,609 — 23,878 Operating loss — (10,599 ) (4,287 ) — (14,886 ) Other expense (income), net 6 436 3,811 — 4,253 Interest expense - affiliate 1,447 — — (1,447 ) — Interest expense - third party 12,771 2,475 202 — 15,448 Interest income - affiliate — (1,447 ) — 1,447 — Interest income - third party — — (262 ) — (262 ) Loss from continuing operations (14,224 ) (12,063 ) (8,038 ) — ` (34,325 ) Provision for income taxes — 254 1,032 — 1,286 Equity in loss from continuing operations of subsidiary (21,387 ) (9,070 ) — 30,457 — Net loss from (35,611 ) (21,387 ) (9,070 ) 30,457 (35,611 ) Income (loss) from discontinued operations, net of tax 77 (7,780 ) (413 ) — (8,116 ) Equity in loss from discontinued operations of subsidiary (8,193 ) (413 ) — 8,606 — Net loss from discontinued operations (8,116 ) (8,193 ) (413 ) 8,606 (8,116 ) Net loss $ (43,727 ) $ (29,580 ) $ (9,483 ) $ 39,063 $ (43,727 ) Statements of Comprehensive Income (Loss) Net loss $ (43,727 ) $ (29,580 ) $ (9,483 ) $ 39,063 $ (43,727 ) Other comprehensive income 13,595 13,595 13,595 (27,190 ) 13,595 Comprehensive (loss) income $ (30,132 ) $ (15,985 ) $ 4,112 $ 11,873 $ (30,132 ) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 2016 (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities: $ (9,568 ) $ 14,014 $ 6,739 $ — $ 11,185 Cash flow from investing activities: (Loans to) repayments from affiliates — (9,568 ) — 9,568 — Capital expenditures — (4,825 ) (10,315 ) — (15,140 ) Other — — (721 ) — (721 ) Proceeds from sale of fixed assets — 458 99 — 557 Net cash (used in) provided by investing activities — (13,935 ) (10,937 ) 9,568 (15,304 ) Cash flow from financing activities: Loans from (Repayments to) affiliates 9,568 — — (9,568 ) — Short-term debt, net — 6,002 5,002 — 11,004 Revolving Facility borrowings — 27,000 5,000 — 32,000 Revolving Facility reductions — (32,000 ) — — (32,000 ) Principal payments on long term debt — (69 ) — — (69 ) Revolver facility refinancing — (922 ) — — (922 ) Net cash provided by (used in) financing activities 9,568 11 10,002 (9,568 ) 10,013 Net change in cash and cash equivalents — 90 5,804 — 5,894 Effect of exchange rate changes on cash and cash equivalents — — 588 — 588 Cash and cash equivalents at beginning of period — 646 6,281 — 6,927 Cash and cash equivalents at end of period $ — $ 736 $ 12,673 $ — $ 13,409 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 2017 (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities: $ (9,659 ) $ (1,514 ) $ 39,265 $ (24,619 ) $ 3,473 Cash flow from investing activities: Loans to affiliates — (9,659 ) — 9,659 — Capital expenditures — (1,497 ) (11,948 ) — (13,445 ) Proceeds from sale of assets — 114 3,042 — 3,156 Net cash (used in) provided by investing activities — (11,042 ) (8,906 ) 9,659 (10,289 ) Cash flow from financing activities: Loans from affiliates 9,659 — — (9,659 ) — Dividends to affiliates — — (24,619 ) 24,619 — Short-term debt, net — 802 (5,658 ) — (4,856 ) Revolving Facility borrowings — 30,000 — — 30,000 Revolving Facility reductions — (18,000 ) — — (18,000 ) Principal payments on long term debt — (71 ) — — (71 ) Net cash provided by (used in) financing activities 9,659 12,731 (30,277 ) 14,960 7,073 Net change in cash and cash equivalents — 175 82 — 257 Effect of exchange rate changes on cash and cash equivalents — — 63 — 63 Cash and cash equivalents at beginning of period — 636 10,974 — 11,610 Cash and cash equivalents at end of period $ — $ 811 $ 11,119 $ — $ 11,930 |