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 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 September 30, 2017 , condensed consolidating statements of operations and comprehensive income for the three and nine months ended September 30, 2016 and 2017 and the condensed consolidating statements of cashflows for the nine months ended September 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 September 30, 2017 (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated ASSETS Current Assets: Cash and cash equivalents $ — $ 1,117 $ 15,259 $ — $ 16,376 Accounts receivable - affiliates 51,592 9,022 25,510 (86,124 ) — Accounts receivable - trade — 9,262 70,870 — 80,132 Inventories — 41,118 123,450 164,568 Prepaid and other current assets 555 3,641 15,782 — 19,978 Current assets of discontinued operations — 10,083 5,447 (155 ) 15,375 Total current assets 52,147 74,243 256,318 (86,279 ) 296,429 Investment in affiliates 839,335 592,304 — (1,431,639 ) — Property, plant and equipment — 179,635 329,829 — 509,464 Deferred income taxes — — 19,220 — 19,220 Goodwill — 70,399 100,718 — 171,117 Notes receivable - affiliate 61,006 — (61,006 ) — Other assets — 61,554 62,224 — 123,778 Total Assets $ 891,482 $ 1,039,141 $ 768,309 $ (1,578,924 ) $ 1,120,008 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable - affiliate $ 825 $ 77,103 $ 8,196 $ (86,124 ) $ — Accounts payable - trade — 10,392 47,984 — 58,376 Short-term debt — 4,334 8,948 — 13,282 Accrued income and other taxes — 1,686 6,445 — 8,131 Other accrued liabilities 7,225 9,350 17,452 — 34,027 Liabilities of discontinued operations — 8,805 3,307 (155 ) 11,957 Total current liabilities 8,050 111,670 92,332 (86,279 ) 125,773 Long-term debt - affiliate 53,593 — 7,413 (61,006 ) — Long-term debt - third party 278,959 40,595 876 — 320,430 Other long-term obligations — 45,882 33,094 — 78,976 Deferred income taxes — 1,283 42,085 — 43,368 Long-term liabilities of discontinued operations — 376 205 — — — 581 Stockholders' equity 550,880 839,335 592,304 (1,431,639 ) 550,880 Total Liabilities and Stockholders' Equity $ 891,482 $ 1,039,141 $ 768,309 $ (1,578,924 ) $ 1,120,008 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS For the Three months ended September 30, 2016 (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated Sales - affiliates $ — $ 16,334 $ 10,078 $ (26,412 ) $ — Sales - third party — 21,891 89,699 — 111,590 Net sales — 38,225 99,777 (26,412 ) 111,590 Cost of sales — 36,886 103,128 (26,412 ) 113,602 Additions to lower cost or market inventory reserve — 1,915 2,983 — 4,898 Gross loss — (576 ) (6,334 ) — (6,910 ) Research and development — 526 — — 526 Selling and administrative expenses — 3,906 8,309 — 12,215 Operating loss — (5,008 ) (14,643 ) — (19,651 ) Other expense (income), net — 287 (854 ) — (567 ) Interest expense - affiliate 268 — — (268 ) — Interest expense - third party 6,362 473 129 — 6,964 Interest income - affiliate — (268 ) — 268 — Interest income - third party — — (158 ) — (158 ) Loss from continuing operations before provision for income taxes (6,630 ) (5,500 ) (13,760 ) — ` (25,890 ) Provision for income taxes — 123 (1,912 ) — (1,789 ) Equity in loss from continuing (17,471 ) (11,848 ) — 29,319 — Net loss from (24,101 ) (17,471 ) (11,848 ) 29,319 (24,101 ) Income from discontinued operations, net of tax — 958 176 — 1,134 Equity in income from discontinued operations 1,134 176 — (1,310 ) — Net income from 1,134 1,134 176 (1,310 ) 1,134 Net loss $ (22,967 ) $ (16,337 ) $ (11,672 ) $ 28,009 $ (22,967 ) Statements of Comprehensive Income (Loss) Net loss $ (22,967 ) $ (16,337 ) $ (11,672 ) $ 28,009 $ (22,967 ) Other comprehensive income 2,418 2,418 2,418 (4,836 ) 2,418 Comprehensive loss $ (20,549 ) $ (13,919 ) $ (9,254 ) $ 23,173 $ (20,549 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Three months ended September 30, 2017 (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated Sales - affiliates $ — $ 23,063 $ 22,665 $ (45,728 ) $ — Sales - third party — 32,617 104,628 — 137,245 Net sales — 55,680 127,293 (45,728 ) 137,245 Cost of sales — 58,380 107,768 (45,728 ) 120,420 Additions to lower of cost or — — 264 — 264 Gross (loss) profit — (2,700 ) 19,261 — 16,561 Research and development — 1,338 — — 1,338 Selling and administrative expenses — 3,471 9,851 — 13,322 Operating (loss) income — (7,509 ) 9,410 — 1,901 Other expense (income), net 1 229 (873 ) — (643 ) Interest expense - affiliate 916 — — (916 ) — Interest expense - third party 6,399 1,264 129 — 7,792 Interest income - affiliate — (916 ) 916 — Interest income - third party — — (58 ) — (58 ) (Loss) income from continuing operations before provision for income taxes (7,316 ) (8,086 ) 10,212 — ` (5,190 ) (Benefit from) provision for income taxes — (524 ) 2,487 — 1,963 Equity in income from continuing operations of subsidiary 163 7,725 — (7,888 ) — Net (loss) income from (7,153 ) 163 7,725 (7,888 ) (7,153 ) Income (loss) income from discontinued operations, net of tax — 7,637 (4,403 ) — 3,234 Equity in income (loss) from discontinued operations 3,234 (4,403 ) — 1,169 — Net income (loss) from discontinued operations 3,234 3,234 (4,403 ) 1,169 3,234 Net (loss) income $ (3,919 ) $ 3,397 $ 3,322 $ (6,719 ) $ (3,919 ) Statements of Comprehensive Income (Loss) Net (loss) income $ (3,919 ) $ 3,397 $ 3,322 $ (6,719 ) $ (3,919 ) Other comprehensive income 7,546 7,546 7,546 (15,092 ) 7,546 Comprehensive income $ 3,627 $ 10,943 $ 10,868 $ (21,811 ) $ 3,627 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS For the Nine Months Ended September 30, 2016 (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated Sales - affiliates $ — $ 95,471 $ 45,802 $ (141,273 ) $ — Sales - third party — 64,534 257,996 — 322,530 Net sales — 160,005 303,798 (141,273 ) 322,530 Cost of sales — 142,299 330,271 (141,273 ) 331,297 Additions to lower cost or market inventory reserve — 5,697 13,826 — 19,523 Gross profit (loss) — 12,009 (40,299 ) — (28,290 ) Research and development — 1,964 — — 1,964 Selling and administrative expenses — 13,695 25,735 — 39,430 Operating (loss) income — (3,650 ) (66,034 ) — (69,684 ) Other expense (income), net 6 1,029 (2,563 ) — (1,528 ) Interest expense - affiliate 702 — — (702 ) — Interest expense - third party 19,059 527 274 — 19,860 Interest income - affiliate — (702 ) — 702 — Interest income - third party — — (169 ) — (169 ) Income (Loss) from continuing operations before provision for income taxes (19,767 ) (4,504 ) (63,576 ) — ` (87,847 ) Provision for (benefit from) income taxes — 378 (8,053 ) — (7,675 ) Equity in loss from (60,405 ) (55,523 ) — 115,928 — Net loss from (80,172 ) (60,405 ) (55,523 ) 115,928 (80,172 ) Loss from discontinued operations, net of tax — (104,372 ) (3,196 ) — (107,568 ) Equity in loss from discontinued operations (107,568 ) (3,196 ) — 110,764 — Net loss from (107,568 ) (107,568 ) (3,196 ) 110,764 (107,568 ) Net loss $ (187,740 ) $ (167,973 ) $ (58,719 ) $ 226,692 $ (187,740 ) Statements of Comprehensive Income (Loss) Net loss $ (187,740 ) $ (167,973 ) $ (58,719 ) $ 226,692 $ (187,740 ) Other comprehensive income 14,119 14,119 14,119 (28,238 ) 14,119 Comprehensive loss $ (173,621 ) $ (153,854 ) $ (44,600 ) $ 198,454 $ (173,621 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Nine Months Ended September 30, 2017 (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated Sales - affiliates $ — $ 69,860 $ 47,373 $ (117,233 ) $ — Sales - third party — 76,980 281,318 — 358,298 Net sales — 146,840 328,691 (117,233 ) 358,298 Cost of sales — 150,164 296,269 (117,233 ) 329,200 Additions to lower of cost or — 934 839 — 1,773 Gross (loss) profit — (4,258 ) 31,583 — 27,325 Research and development — 3,110 — — 3,110 Selling and administrative expenses — 10,740 26,460 — 37,200 Operating (loss) profit — (18,108 ) 5,123 — (12,985 ) Other expense (income), net 7 665 2,938 — 3,610 Interest expense - affiliate 2,363 — — (2,363 ) — Interest expense - third party 19,170 3,739 331 — 23,240 Interest income - affiliate — (2,363 ) — 2,363 — Interest income - third party — — (320 ) — (320 ) (Loss) income from continuing operations before provision for income taxes (21,540 ) (20,149 ) 2,174 — ` (39,515 ) (Benefit from) provision for income taxes — (270 ) 3,519 — 3,249 Equity in loss from continuing operations of subsidiary (21,224 ) (1,345 ) — 22,569 — Net loss from (42,764 ) (21,224 ) (1,345 ) 22,569 (42,764 ) Income (loss) from discontinued operations, net of tax 77 (143 ) (4,816 ) — (4,882 ) Equity in loss from discontinued operations (4,959 ) (4,816 ) — 9,775 — Net loss from discontinued operations (4,882 ) (4,959 ) (4,816 ) 9,775 (4,882 ) Net loss $ (47,646 ) $ (26,183 ) $ (6,161 ) $ 32,344 $ (47,646 ) Statements of Comprehensive Income (Loss) Net loss $ (47,646 ) $ (26,183 ) $ (6,161 ) $ 32,344 $ (47,646 ) Other comprehensive income 21,141 21,141 21,141 (42,282 ) 21,141 Comprehensive (loss) income $ (26,505 ) $ (5,042 ) $ 14,980 $ (9,938 ) $ (26,505 ) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Nine Months Ended September 30, 2016 (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities: $ (9,568 ) $ 19,207 $ 19,092 $ — $ 28,731 Cash flow from investing activities: (Loans to) repayments from affiliates — (9,568 ) — 9,568 — Capital expenditures — (7,453 ) (14,804 ) — (22,257 ) Other — — (1,171 ) — (1,171 ) Proceeds from sale of fixed assets — 458 227 — 685 Net cash (used in) provided by investing activities — (16,563 ) (15,748 ) 9,568 (22,743 ) Cash flow from financing activities: Loans from (Repayments to) affiliates 9,568 — — (9,568 ) — Short-term debt, net — 3 500 — 503 Revolving Facility borrowings — 35,000 5,000 — 40,000 Revolving Facility reductions — (36,000 ) (5,000 ) — (41,000 ) Principal payments on long term debt — (104 ) — — (104 ) Revolver facility refinancing — (922 ) — — (922 ) Net cash provided by (used in) financing activities 9,568 (2,023 ) 500 (9,568 ) (1,523 ) Net change in cash and cash equivalents — 621 3,844 — 4,465 Effect of exchange rate changes on cash and cash equivalents — — 755 — 755 Cash and cash equivalents at beginning of period — 646 6,281 — 6,927 Cash and cash equivalents at end of period $ — $ 1,267 $ 10,880 $ — $ 12,147 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Nine Months Ended September 30, 2017 (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities: $ (9,660 ) $ 25,784 $ 42,076 $ (24,619 ) $ 33,581 Cash flow from investing activities: Loans to affiliates — (9,660 ) — 9,660 — Capital expenditures — (2,835 ) (20,193 ) — (23,028 ) Proceeds from sale of assets — 433 3,605 — 4,038 Proceeds from divestitures — 26,818 — — 26,818 Net cash provided by (used in) investing activities — 14,756 (16,588 ) 9,660 7,828 Cash flow from financing activities: Loans from affiliates 9,660 — — (9,660 ) — Dividends to affiliates — — (24,619 ) 24,619 — Short-term debt, net — 2,803 3,142 — 5,945 Revolving Facility borrowings — 35,000 — — 35,000 Revolving Facility reductions — (77,755 ) — — (77,755 ) Principal payments on long term debt — (107 ) — — (107 ) Net cash provided by (used in) financing activities 9,660 (40,059 ) (21,477 ) 14,959 (36,917 ) Net change in cash and cash equivalents — 481 4,011 — 4,492 Effect of exchange rate changes on cash and cash equivalents — — 274 — 274 Cash and cash equivalents at beginning of period — 636 10,974 — 11,610 Cash and cash equivalents at end of period $ — $ 1,117 $ 15,259 $ — $ 16,376 |