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GrafTech International

12900 Snow Road


Parma, Ohio USA 44130
Phone: 1.216.676.2000












Dear interested investor:

Thank you for your interest in GrafTech International. Enclosed are the documents you
requested. Our Annual Reports, press releases, quarterly financial results and more are
also available for your review on our website at www.graftech.com under the Investor
Relations tab.

In addition, if you would like to receive e-mail alerts on news coming from GrafTech
International, you can sign up on our website.

Please feel free to contact me if you would like any additional information on GrafTech
International. I can be reached directly at (216) 676-2293.

Sincerely,

Kelly Taylor
Director, Investor Relations & Corporate Communications




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* Non-GAAP financial measures. See attached reconciliations.
CONTACT:
Kelly Taylor
Director, Investor Relations
(216) 676-2000
GrafTech Reports First Quarter 2014 Results
Provides Rationalization Update
Successfully Completes $470 Million Revolving Credit Facility Refinancing

PARMA, Ohio - April 24, 2014 - GrafTech International Ltd. (NYSE:GTI) today announced financial
results for the first quarter ended March 31, 2014 as well as an update on rationalization and
related initiatives and the successful completion of the refinancing of its revolving credit facility.
Joel Hawthorne, Chief Executive Officer of GrafTech, commented, GrafTech has been working
diligently to execute its strategy, and our first quarter results demonstrate that we have the right
plan in place to succeed and drive value. The actions that we have taken to lower costs and
realign our production platform have positioned us to be successful in a very competitive global
market, and our team delivered solid results in this challenging environment. We have taken
prudent measures to increase our financial flexibility to provide appropriate levels of liquidity to
invest and grow our business and execute on our stated, well-defined strategy."
2014 First Quarter Review
Net sales were $281 million, an increase of 11 percent, compared to $254 million in the
same period of the prior year. This improvement was driven by higher volumes in both the
Industrial Materials and Engineered Solutions segments.
GrafTech reported a net loss of $(12) million, or $(0.08) per diluted share, versus net
income of $4 million, or $0.03 per diluted share in the same period of the prior year. The net
loss in the first quarter of 2014 includes approximately $12 million of charges, net of tax, for
the recently announced rationalization initiatives. Excluding these charges, adjusted net
income* was $1 million, or $0.01 per diluted share.
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* Non-GAAP financial measures. See attached reconciliations.
EBITDA* (which excludes the impact of rationalization and related charges) was $33 million
as compared to $36 million in the prior year period.
Net cash provided by operating activities was $22 million versus $18 million in the first
quarter of 2013. Operating cash flow in the first quarter of 2014 includes approximately $9
million of rationalization and related cash costs. Investing cash flows were positively
impacted by insurance proceeds and assets sales of approximately $5 million in the
quarter.
Net debt* was $537 million as compared to $540 million at the end of 2013.
Industrial Materials Segment
Net sales for Industrial Materials increased 5 percent to $219 million in the first quarter of 2014, as
compared to $209 million in the first quarter of 2013. The increase in revenue was driven by
higher sales volumes of graphite electrodes and refractories, partially offset by lower realized
graphite electrode prices.
The Industrial Materials segment had an operating loss of ($9) million in the first quarter of 2014,
largely driven by charges in the quarter related to the previously announced rationalization
initiatives. This compared to operating income of $16 million in the first quarter of 2013. Adjusted
segment operating income* (which excludes the impact of $17 million rationalization and related
charges) was $8 million in the first quarter of 2014. The reduction in adjusted segment operating
income is primarily due to lower graphite electrode selling prices.
Mr. Hawthorne commented, GrafTech has taken significant actions to further strengthen our
Industrial Materials segment. We are confident that this segment is poised to generate
meaningful value as the demand environment improves.
Engineered Solutions Segment
Net sales for Engineered Solutions increased 38 percent to $62 million in the first quarter of 2014
compared to $45 million in the first quarter of 2013. The increase in revenue was primarily driven
by new product sales of high temperature furnace systems and other products serving industrial
sectors and thermal solutions serving the advanced consumer electronics market.
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* Non-GAAP financial measures. See attached reconciliations.
Operating income for the Engineered Solutions segment was $2 million in the first quarter of 2014
versus break-even in the same period in 2013. Adjusted segment operating income* (which
excludes the impact of rationalization and related charges) was $3 million in the first quarter of
2014. Operating income continued to be negatively impacted by start-up costs related to new
product launches.
Mr. Hawthorne commented, "We are pleased with the strong revenue growth in the Engineered
Solutions business as we continue to commercialize new products and penetrate fast growing end
markets. We continue to expect average full year operating income margin to be in the range of
10 to 15 percent as our product mix improves and start-up costs wind down.
Corporate
Total Company selling and administrative expenses and research and development expenses
were $33 million for the first quarter of 2014, the same as in the first quarter of 2013.

Interest expense was $9 million in the first quarter of 2014, the same level as same period of the
prior year.
Update on Rationalization and Related Initiatives
The rationalization activities are substantially completed and are on track to achieve $50 million in
savings in 2014. Overall costs of the rationalization and related initiatives are estimated to be
lower than originally anticipated, down from $100 million to $95 million ($25 million of which is
expected to be cash). The Company continues to expect these initiatives, along with the
completion of the wind-down agreement for third party supply of needle coke, to generate
approximately $150 million of working capital improvements; approximately $90 million in 2014
and approximately $60 million in 2015 (previous expectation was approximately $75 million in
2014 and $75 million in 2015).
Mr. Hawthorne commented, "I am proud of the professionalism the team has demonstrated during
this process and how efficiently and effectively the rationalization and related initiatives have been
conducted. It has been a smooth transition for our customers, communities and other key
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* Non-GAAP financial measures. See attached reconciliations.
stakeholders. This has allowed us to bring forward the cash flow benefit from working capital and
the rationalization initiative."
Revolving Credit Facility Refinancing
GrafTech completed a refinancing of its revolving credit facility. Highlights of the refinancing
include:
New five-year, $470 million revolver
Extends the maturity date from October 2016 to April 2019
Provides improved financial flexibility and increased revolver availability
Reduces borrowing spreads
Outlook
In its April 8, 2014 report, the International Monetary Fund (IMF) updated its expectation for global
GDP growth to 3.6 percent, a slight downward revision from its previous estimate of 3.7 percent
growth but an improvement from the 3.0 percent growth estimated for 2013. The IMF cited that
advanced economies will drive much of the growth in 2014 while emerging economies will face
increased financial volatility that will likely experience decelerated growth rates.
The World Steel Association released an updated forecast for apparent steel use on April 9, 2014

in which it projects that global steel consumption, excluding China, will grow by 3.1 percent in
2014. While emerging economic growth rates have moderated, the forecast indicates positive
growth in developed economies including North America and the European Union, both regions
which had negative growth rates in 2013. GrafTech's global steel customers remain cautiously
optimistic as trends indicate continuing growth for the remainder of this year.
GrafTech reaffirms its targeted 2014 EBITDA* to be in the range of $150 million to $180 million.
The Company targets second quarter EBITDA* to be in the range of $30 million to $40 million as
in the Company's Industrial Materials segment realignment benefits are offset in part by average
lower price realization as the full flow-through of lower 2014 pricing of graphite electrodes is
recognized, and the planned five-year maintenance outage at Seadrift.
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* Non-GAAP financial measures. See attached reconciliations.
In summary, the Companys expectations for 2014 (excluding the impact of rationalization and
related charges) are as follows:
($ millions except as noted)
Annual EBITDA* $150 - $180
Second quarter 2014 EBITDA* $30 - $40
Depreciation and amortization expense ~ $90
Overhead expense (selling and administrative, and research
and development expenses)
$125 - $130
Interest expense ~ $37
Effective tax rate ~ 45% (previously ~40%)
For operating cash flow and capital expenditures, GrafTech anticipates the following:
($ millions)
Cash flow from operations
$150 - $180, including $25 million of
cash rationalization charges
(previously $130 - $160, including $30
million of cash rationalization charges)
Capital expenditures $100 - $110
Mr. Hawthorne concluded, We have built an advantaged, backward-integrated, low-cost business
model, which positions us well to capitalize on trends when the market environment improves. We
have a solid capital structure and will continue to leverage our business model and strategic
advantages to drive long-term shareholder value.
In conjunction with this earnings release, you are invited to listen to our earnings call being held today at 2:00 p.m.
Eastern. The call will be webcast and available at www.GrafTech.com, in the investor relations section. The earnings
call dial-in number is 877-736-7716 for domestic and 706-501-7465 for international. A rebroadcast webcast will be
available following the call, and for 30 days thereafter, at www.GrafTech.com, in the investor relations section.
GrafTech also makes its complete financial reports that have been filed with the Securities and Exchange
Commission (SEC) and other information available at www.GrafTech.com. This includes its annual report on Form 10-
Q for the period reported. The information in our website is not part of this release or any report we file or furnish to
the SEC. Upon request, GrafTech will provide its stockholders with a hard copy of its complete audited financial
statement, free of charge.
GrafTech International is a global company that has been redefining limits for more than 125 years. We offer
innovative graphite material solutions for our customers in a wide range of industries and end markets, including steel
manufacturing, advanced energy applications and latest generation electronics. GrafTech operates 20 principal
manufacturing facilities on four continents and sells products in over 70 countries. Headquartered in Parma, Ohio,
GrafTech employs approximately 3,000 people. For more information, call 216-676-2000 or visit www.GrafTech.com.
NOTE ON FORWARD-LOOKING STATEMENTS: This news release and related discussions may contain forward-
looking statements about such matters as: our outlook for 2014; future or targeted operational and financial
performance; growth prospects and rates; the markets we serve; future or targeted profitability, cash flow, liquidity,
sales, costs and expenses, tax rates, working capital, inventory levels, debt levels, capital expenditures, EBITDA, and
business opportunities and positioning; strategic plans; stock repurchase plans; cost, inventory and supply chain
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* Non-GAAP financial measures. See attached reconciliations.
management; rationalization and related activities; the impact of rationalization, cost competitiveness and liquidity
initiatives; expected or targeted changes in production capacity or levels, operating rates or efficiency in our
operations or our competitors' or customers' operations; future prices and demand for our products and changes
therein; product quality; diversification, new products, and product improvements and their impact on our business;
the integration or impact of acquired businesses; investments and acquisitions that we may make in the future;
possible financing (including factoring and supply chain financing) activities; our customers' operations and demand
for their products; our position in markets we serve; regional and global economic and industry market conditions and
changes therein, including our expectations concerning their impact on us and our customers and suppliers;
conditions and changes in the global financial and credit markets; tax rates and the effects of jurisdictional mix; the
impact of accounting changes; a pending proxy contest; and currency exchange and interest rates and changes
therein.
We have no duty to update these statements. Our expectations and targets are not predictions of actual performance
and historically our performance has deviated, often significantly, from our expectations and targets. Actual future
events, circumstances, performance and trends could differ materially, positively or negatively, due to various factors,
including: adjustments to our announced 2014 first quarter results; actual timing of the filing of our Form 10-Q with the
SEC and potential effects of delays in such filing; failure to achieve EBITDA or other estimates; actual outcome of
uncertainties associated with assumptions and estimates used when applying critical accounting policies and
preparing financial statements; failure to successfully develop and commercialize new or improved products; adverse
changes in cost, inventory or supply chain management; limitations or delays on capital expenditures; business
interruptions including those caused by weather, natural disaster, or other causes; delays or changes in, or non-
consummation of proposed investments or acquisitions; failure to successfully integrate or achieve expected
synergies, performance or returns expected from any completed investments or acquisitions; inability to protect our
intellectual property rights or infringement of intellectual property rights of others; changes in market prices of our
securities; changes in our ability to obtain financing on acceptable terms; adverse changes in labor relations; adverse
developments in legal proceedings or investigations; non-realization of anticipated benefits from, or variances in the
cost or timing of, organizational changes, rationalizations and restructurings; loss of market share or sales due to
rationalization or pricing activities; negative developments relating to health, safety or environmental compliance,
remediation or liabilities; downturns, production reductions or suspensions, or other changes in steel, electronics and
other markets we or our customers serve; customer or supplier bankruptcy or insolvency events; political unrest which
adversely impacts us or our customers' businesses; declines in demand; intensified competition and price or margin
decreases; graphite electrode and needle coke manufacturing capacity increases; fluctuating market prices for our
products, including adverse differences between actual graphite electrode prices and spot or announced prices;
consolidation of steel producers; mismatches between manufacturing capacity and demand; significant changes in
our provision for income taxes and effective income tax rate; changes in the availability or cost of key inputs, including
petroleum-based coke or energy; changes in interest or currency exchange rates; inflation or deflation; failure to
satisfy conditions to government grants; continuing uncertainty over U.S. fiscal policy or condition; continuation of the
European debt crisis; changes in government fiscal and monetary policy; a protracted regional or global financial or
economic crisis; change in the composition of the board as a result of the pending proxy contest; and other risks and
uncertainties, including those detailed in our SEC filings, as well as future decisions by us. This news release does
not constitute an offer or solicitation as to any securities. References to street or analyst earnings estimates mean
those published by First Call.
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share data)
(Unaudited)
As of
December 31,
2013
As of
March 31,
2014
ASSETS
Current assets:
Cash and cash equivalents $ 11,888 $ 17,324
Accounts and notes receivable, net of allowance for doubtful accounts of
$6,718 as of December31, 2013 and $8,629 as of March 31, 2014 199,566 205,685
Inventories 490,414 491,275
Prepaid expenses and other current assets 73,790 81,281
Total current assets 775,658 795,565
Property, plant and equipment 1,588,880 1,596,006
Less: accumulated depreciation 767,895 797,627
Net property, plant and equipment 820,985 798,379
Deferred income taxes 10,334 10,117
Goodwill 496,810 496,801
Other assets 114,061 108,629
Total assets $ 2,217,848 $ 2,209,491
LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Accounts payable $ 115,212 $ 118,865
Short-term debt 1,161 168
Accrued income and other taxes 30,687 26,317
Rationalizations 18,421 10,010
Supply chain financing liability 9,455
Other accrued liabilities 40,939 46,335
Total current liabilities 215,875 201,695
Long-term debt 541,593 554,512
Other long-term obligations 97,947 96,740
Deferred income taxes 41,684 42,732
Stockholders equity:
Preferred stock, par value $.01, 10,000,000 shares authorized, none issued
Common stock, par value $.01, 225,000,000 shares authorized,
151,929,565 shares issued as of December31, 2013 and 152,051,994
shares issued as of March 31, 2014 1,519 1,521
Additional paid-in capital 1,820,451 1,822,082
Accumulated other comprehensive loss (292,624) (290,552)
Retained earnings 39,625 28,108
Less: cost of common stock held in treasury, 16,341,311 shares as of
December31, 2013 and 16,287,128 shares as of March 31, 2014
(247,190) (246,294)
Less: common stock held in employee benefit and compensation trusts,
87,206 shares as of December31, 2013 and 89,087 shares as of
March 31, 2014 (1,032) (1,053)
Total stockholders equity 1,320,749 1,313,812
Total liabilities and stockholders equity $ 2,217,848 $ 2,209,491
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share amounts)
(Unaudited)

For the Three Months


Ended
March 31,
2013 2014
Net sales $ 253,727 $ 280,791
Cost of sales 205,177 255,097
Gross profit 48,550 25,694
Research and development 3,093 2,770
Selling and administrative expenses 29,713 29,907
Rationalizations 86
Operating income (loss) 15,744 (7,069)
Other expense, net 550 794
Interest expense 9,008 8,999
Interest income (64) (58)
Income (loss) before provision for income taxes 6,250 (16,804)
Provision (benefit) for income taxes 2,040 (5,287)
Net income (loss) $ 4,210 $ (11,517)
Basic income (loss) per common share:
Net income (loss) per share $ 0.03 $ (0.08)
Weighted average common shares outstanding 134,646 135,730
Diluted income (loss) per common share:
Net income (loss) per share $ 0.03 $ (0.08)
Weighted average common shares outstanding 134,833 135,730
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
For the Three Months
Ended March 31,
2013 2014
Cash flow from operating activities:
Net income (loss) $ 4,210 $ (11,517)
Adjustments to reconcile net income to cash provided by
operations:
Depreciation and amortization 20,376 39,661
Deferred income tax provision (1,660) (1,222)
Post-retirement and pension plan changes 1,141 1,012
Stock-based compensation 2,366 522
Interest expense 3,433 3,645
Other charges, net 285 (1,593)
Increase in working capital* (8,934) (6,665)
Increase in long-term assets and liabilities (3,218) (1,753)
Net cash provided by operating activities 17,999 22,090
Cash flow from investing activities:
Capital expenditures (13,156) (21,728)
Proceeds from the sale of assets 1,895
Proceeds from (payments for) derivative instruments 2,181 (367)
Insurance recoveries 3,057
Net cash used in investing activities (10,975) (17,143)
Cash flow from financing activities:
Short-term debt reductions, net (6,324) (994)
Revolving Facility borrowings 66,000 75,000
Revolving Facility reductions (52,500) (65,000)
Principal payments on long-term debt (99) (92)
Supply chain financing (14,304) (9,455)
Proceeds from exercise of stock options 132 82
Purchase of treasury shares (181) (141)
Other (5,647) 918
Net cash (used in) provided by financing activities (12,923) 318
Net (decrease) increase in cash and cash equivalents (5,899) 5,265
Effect of exchange rate changes on cash and cash equivalents (114) 171
Cash and cash equivalents at beginning of period 17,317 11,888
Cash and cash equivalents at end of period $ 11,304 $ 17,324
* Net change in working capital due to the following components:
Change in current assets:
Accounts and notes receivable, net $ 47,767 $ (5,684)
Inventories (23,789) 955
Prepaid expenses and other current assets (1,186) (4,670)
(Decrease) increase in accounts payable and accruals (36,596) 6,506
Rationalizations (8,580)
Increase in interest payable 4,870 4,808
Increase in working capital $ (8,934) $ (6,665)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
SEGMENT DATA SUMMARY AND RECONCILIATION
(Dollars in thousands)
(Unaudited)
For the Three Months Ended
March 31,
2013 2014
Net sales:
Industrial Materials $ 208,777 $ 218,776
Engineered Solutions 44,950 62,015
Total net sales $ 253,727 $ 280,791
Segment operating income:
Industrial Materials 16,078 (9,423)
Engineered Solutions (334) 2,354
Total segment operating income $ 15,744 $ (7,069)
Reconciling Items:
Rationalizations
Industrial Materials 114
Engineered Solutions (28)
Total Rationalizations 86
Rationalization related
Industrial Materials (recorded in Cost of sales) 17,341
Industrial Materials (recorded in Selling and Administrative) 25
Engineered Solutions (recorded in Cost of sales) 413
Engineered Solutions (recorded in Selling and Administrative) (10)
Total Rationalization related 17,769
Segment adjusted operating income:
Industrial Materials 16,078 8,057
Engineered Solutions (334) 2,729
Total adjusted segment operating income $ 15,744 $ 10,786
Adjusted operating income margin:
Industrial Materials 7.7 % 3.7%
Engineered Solutions (0.7)% 4.4%
Total adjusted operating income margin 6.2 % 3.8%
NOTE ON RECONCILIATION OF OPERATING INCOME DATA: Adjusted segment operating income is a non-
GAAP financial measure that GrafTech calculates according to the schedule above, using GAAP amounts from the
Consolidated Financial Statements. GrafTech believes that the excluded items are not primarily related to core
operational activities. GrafTech believes that adjusted segment operating income is generally viewed as providing
useful information regarding a segment's operating profitability. Management uses adjusted segment operating
income as well as other financial measures in connection with its decision-making activities. Adjusted segment
operating income should not be considered in isolation or as a substitute for segment operating income or other
consolidated income data prepared in accordance with GAAP. GrafTech's method for calculating adjusted segment
operating income may not be comparable to methods used by other companies.
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
RECONCILIATION OF OTHER NON-GAAP FINANCIAL MEASURES
(Dollars in thousands)
(Unaudited)
EBITDA Reconciliation
For the Three Months
Ended March 31,
Second Quarter
Target Full Year Target
2013 2014 2014 2014
EBITDA $ 36,120 $ 33,015 $30,000 - $40,000 $150,000 - $180,000
Adjustments
Depreciation
and amortization
(20,376) (22,228) $(22,500) $(90,000)
Rationalization related
depreciation
(17,433) (2,000) (25,000)
Rationalizations (86) (100) (300)
Rationalizations - other
related charges
(337) (700) (4,000)
Operating income 15,744 (7,069) 4,700 - 14,700 30,700 - 60,700
Other (expense) income, net (550) (794) (750) (3,000)
Interest expense (9,008) (8,999) (9,000) (37,000)
Interest income 64 58
Income taxes (2,040) 5,287 (500) - (2,500) (5,000) - (11,000)
Net income (loss) $ 4,210 $ (11,517) $(5,500) - $2,450 $(14,300) - $9,700
NOTE ON EBITDA RECONCILIATION: EBITDA is a non-GAAP financial measure that GrafTech currently calculates
according to the schedule above, using historical or estimated target GAAP amounts as indicated above. GrafTech
believes that EBITDA measures are generally accepted as providing useful information regarding a companys ability
to incur and service debt as well as productivity and cash generation. Management uses EBITDA measures as well
as other financial measures in connection with its decision-making activities. EBITDA measures should not be
considered in isolation or as a substitute for net income (loss), cash flows from operations or other consolidated
income or cash flow data prepared in accordance with GAAP. GrafTechs method for calculating EBITDA measures
may not be comparable to methods used by other companies and is not the same as the method for calculating
EBITDA measures under its senior secured revolving credit facility or other debt instruments.
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
RECONCILIATION OF OTHER NON-GAAP FINANCIAL MEASURES
(Dollars in thousands)
(Unaudited)
Adjusted Net Income and Earnings Per Share Reconciliation
For the Three Months Ended
March 31, 2013
For the Three Months Ended
March 31, 2014
Income (Loss) EPS Income (Loss) EPS
Total Company
Net income (loss) $ 4,210 $ 0.03 $ (11,517) $ (0.08)
Rationalizations, net 74
Rationalization related, net 12,301 0.09
Adjusted net income $ 4,210 $ 0.03 $ 858 $ 0.01
NOTE ON RECONCILIATION OF EARNINGS DATA: Adjusted net income and adjusted earnings per share are
non-GAAP financial measures that GrafTech calculates according to the schedule above, using historical GAAP
amounts. GrafTech believes that the excluded items are not primarily related to core operational activities. GrafTech
believes that adjusted net income and adjusted earnings per share are generally viewed as providing useful
information regarding a company's operating profitability. Management uses adjusted net income and adjusted
earnings per share as well as other financial measures in connection with its decision-making activities. Adjusted
net income and adjusted earnings per share should not be considered in isolation or as a substitute for net income
or other consolidated income data prepared in accordance with GAAP. GrafTech's method for calculating adjusted
net income and adjusted earnings per share may not be comparable to methods used by other companies.
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
RECONCILIATION OF OTHER NON-GAAP FINANCIAL MEASURES
(Dollars in thousands)
(Unaudited)
Net Debt Reconciliation
As of December
31, 2013
As of March 31,
2014
Long-term debt $ 541,593 $ 554,512
Short-term debt 1,161 168
Supply chain financing 9,455
Total debt 552,209 554,680
Less:
Cash and cash equivalents 11,888 17,324
Net Debt $ 540,321 $ 537,356
NOTE ON NET DEBT RECONCILIATION: Net debt is a non-GAAP financial measure that GrafTech calculates
according to the schedule above, using GAAP amounts from the Consolidated Financial Statements. GrafTech
believes that net debt is generally accepted as providing useful information regarding a companys indebtedness
and that net debt provides meaningful information to investors to assist them to analyze leverage. Management
uses net debt as well as other financial measures in connection with its decision-making activities. Net debt should
not be considered in isolation or as a substitute for total debt or total debt and other long-term obligations calculated
in accordance with GAAP. GrafTechs method for calculating net debt may not be comparable to methods used by
other companies and is not the same as the method for calculating net debt under its senior secured revolving
credit facility or other debt instruments.
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2013 Annual Report
GrafTech International Ltd.
12900 Snow Road
Parma, OH 44130
www.graftech.com
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This is a greener Annual Report.
GrafTech is committed to reducing its impact on
the environment. By producing this Annual Report
with postconsumer recycled fiber and paper
from well-managed forests, we lessened the
impact on the environment in the following ways:
1,550 gallons wastewater flow saved
171 lbs. solid waste not generated
338 lbs. net greenhouse gases prevented
2,584,000 BTUs energy not consumed
Source: Mohawk Environmental Calculator
FSC

is not responsible for the saving calculations by using this paper


91434_BOWNE_Cover_ACG.indd 1-3 3/26/14 10:08 AM
In response to an ever-changing market, GrafTechs global team
continues to redefine what being a carbon and graphite materials
science company truly means. Our team members consistently bring
their expertise, ingenuity and tenacity to help achieve success in
their respective functions.
For example, GrafTechs team members are responsible for improv-
ing existing products and bringing new ones to the market. The
teams recent accomplishments include developing super premium
petroleum needle coke, thermal management solutions and high-
temperature furnace systems.
Redefining collaboration
We value the importance of working with internal and external
stakeholders to achieve our mutual goals. In addition to working
with cross-functional internal teams, GrafTechs employees are
work ing with national laboratories, universities and industry orga-
nizations to further research and develop
graphite material science applications.
Perhaps our most important collaborations are
with our customers, who present issues to
us that demand unique graphite
material solutions, such as devel-
oping a thermal management
material that allows advanced
consumer electronics to be even
lighter and thinner.
Redefining opportunities
It is because of our innovations
and collaborations that we are
able to develop and grow our businesses. For example, to meet
demand for GrafTechs thermal management product used in
advanced electronics such as smartphones, laptops and tablets,
we opened our Sharon Center, Ohio, facility to enhance our pro-
duction capability.
Our Engineered Solutions subsidiary in Maine has recently contrib-
uted to two high-profile space projects: developing the carbon/car-
bon insert for motors on one, and advanced composite material
and propulsion components for the other.
Lastly, a very special opportunity presented itself when GrafTech
acquired needle coke producer Seadrift Coke in 2010. By backward
integrating into one of the key materials used to make graphite elec-
trodes, GrafTech is better-positioned to manage costs and quality.
GrafTech is redefining innovation
Photo credit: Cover image of Orion space vehicle (top center) courtesy
of Lockheed Martin.
Corporate and Investor Information
BOARD OF DIRECTORS
Joel L. Hawthorne
President & Chief Executive Officer
Craig S. Shular
Executive Chairman
Randy W. Carson
Organization, Compensation & Pension
Committee (Chairperson)
Nominating & Governance Committee
Mary B. Cranston
Presiding Director
Nominating & Governance Committee
Organization, Compensation & Pension Committee
Harold E. Layman
Audit & Finance Committee
Organization, Compensation & Pension Committee
Ferrell P. McClean
Nominating & Governance Committee (Chairperson)
Audit & Finance Committee
Steven R. Shawley
Audit & Finance Committee (Chairperson)
CORPORATE HEADQUARTERS
GrafTech International Ltd.
12900 Snow Road
Parma, OH 44130
E-MAIL ADDRESS
Investor.Relations@graftech.com
TELEPHONE
216-676-2000
WEBSITE
www.graftech.com
STOCK EXCHANGE LISTING
Our common stock is listed on the
NYSE under the symbol GTI.
STOCKHOLDER PROFILE
At December 31, 2013, there were
135,501,048 shares of common stock
outstanding.
DIVIDEND POLICY
It is the current policy of our Board of
Directors to retain earnings to nance
plans and operations and meet obliga-
tions. We periodically review our dividend
policy. At the present time there are no
plans to declare or pay dividends. Payment
of any dividend is subject to restrictions
under our principal credit facilities.
ANNUAL MEETING
The Annual Meeting of Stockholders will
be held on May 15, 2014, at 10:00 a.m.
(Eastern Time) at the Corporate
Headquarters in Parma, Ohio.
STOCKHOLDER CONTACT AND FORM 10-K
Stockholders, prospective investors and
other interested parties are welcome to
call or write us with questions. A copy of
the annual report led with the SEC on
Form 10-K is available, without charge,
upon written request to Kelly Taylor,
Director, Investor Relations & Corporate
Communications, at the Companys
Corporate Headquarters.
TRANSFER AGENT
Computershare
312-588-4282
www.computershare.com
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
PricewaterhouseCoopers LLP
RISKS AND UNCERTAINTIES
This annual report contains forward-looking
statements as dened in the Private
Securities Litigation Reform Act of 1995.
The cautionary disclosure relating to
forward-looking statements, the risk factors
and the preliminary notes contained in
the Form 10-K that accompanies this
annual report also apply to and are incor-
porated in this annual report.
CEO AND CFO CERTIFICATIONS
In 2013, our Chief Executive Officer
(CEO) provided to the New York Stock
Exchange the annual CEOs certication
regarding compliance with the New York
Stock Exchanges corporate governance
listing standards. In addition, all required
CEO and Chief Financial Officer certifica-
tions regarding the quality of our public
disclosures in our scal 2013 reports
were filed with the U.S. Securities and
Exchange Commission.
Common Stock Price
Date Closing Price
Market Cap
(in millions)
December 31, 2009 $15.55 $1,866
December 31, 2010 $19.84 $2,875
December 30, 2011 $13.65 $1,959
December 31, 2012 $ 9.39 $1,262
December 31, 2013 $11.23 $1,521
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91434_BOWNE_Cover_ACG.indd 4-6 3/26/14 9:37 PM
(dollars in millions, except per share and margin data) 2009 2010 2011 2012 2013
INCOME STATEMENT DATA
Net Sales $ 659 $1,007 $1,320 $1,248 $1,167
Gross Profit 190 289 325 316 139
Operating Income 100 158 166 156 (3)
Interest Expense 6 5 18 23 36
EBITDA
(1)
135 207 269 247 144
Diluted EPS 0.13 1.41 1.05 0.84 (0.20)
Weighted Average Shares Outstanding (Diluted) 121 123 146 140 135
FINANCIAL RATIOS
EBITDA Margin
(1)
20.5% 20.6% 20.4% 19.8% 12.3 %
LIQUIDITY MEASURES
Operating Cash Flow $ 170 $ 145 $ 77 $ 101 $ 117
Net Debt
(2)
0 288 419 554 540
(1) Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) also excludes other expense of $2 million, non-cash pension and OPEB mark-to-market (MTM) credits of $14 million and rationalization and related
charges of $65 million in 2013; other income of $1 million and MTM charges of $9 million in 2012; other expense of $5 million and MTM charges of $22 million in 2011; other income of $5 million, a $10 million gain and
$5 million equity in earnings of a previously non-consolidated affiliate and MTM charges of $7 million in 2010; and other expense of $2 million, a $53 million write down and $2 million equity in losses of a previously non-
consolidated affiliate and MTM charges of $1 million in 2009.
(2) 2013 number includes $552 million of total debt less $12 million of cash and cash equivalents. 2012 number includes $571 million of total debt less $17 million of cash and cash equivalents. 2011 number includes
$431 million of total debt less $12 million of cash and cash equivalents. 2010 number includes $301 million of total debt less $13 million of cash and cash equivalents.
(3) New product includes new products, new markets and/or new applications for existing products that have been commercialized in the past four years.
(4) Adjusted net income excludes $47 million (net of tax) of rationalization and related charges, and MTM credits of $9 million (net of tax).
(5) IM adjusted operating income excludes $62 million of rationalization and related charges, and MTM credits of $8 million. ES adjusted operating income excludes $4 million of rationalization charges, and MTM credits of
$7 million.
GrafTech International 2013 Annual Report 1
Financial Highlights
0
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13 12 11 10 09
13 12 11 10 09
$117
$101
$77
$145
$170
Operating Cash Flow
(in millions)
13 12 11 10 09
49.9%
25.6%
13.1%
8.1%
1.1%
ES New Product Sales as a
Percentage of Total ES Sales
(3)
(percent)
13 12 11 10 09
29% 29%
24%
19%
0%
Net Debt to Total Capital
(2)
(percent)
13 12 11 10 09
$1,167
$1,248
$1,320
$1,007
$659
Net Sales
(in millions)
13 12 11 10 09
$144
$247
$269
$207
$135
EBITDA
(1)
(in millions)
13 12 11 10 09
$257
$223
$188
$173
$121
ES Sales
(in millions)
0
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13 12 11 10 09
13 12 11 10 09
$117
$101
$77
$145
$170
Operating Cash Flow
(in millions)
13 12 11 10 09
49.9%
25.6%
13.1%
8.1%
1.1%
ES New Product Sales as a
Percentage of Total ES Sales
(3)
(percent)
13 12 11 10 09
29% 29%
24%
19%
0%
Net Debt to Total Capital
(2)
(percent)
13 12 11 10 09
$1,167
$1,248
$1,320
$1,007
$659
Net Sales
(in millions)
13 12 11 10 09
$144
$247
$269
$207
$135
EBITDA
(1)
(in millions)
13 12 11 10 09
$257
$223
$188
$173
$121
ES Sales
(in millions)
0
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1500
13 12 11 10 09
0
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13 12 11 10 09
0
5
10
15
20
25
30
13 12 11 10 09
13 12 11 10 09
$117
$101
$77
$145
$170
Operating Cash Flow
(in millions)
13 12 11 10 09
49.9%
25.6%
13.1%
8.1%
1.1%
ES New Product Sales as a
Percentage of Total ES Sales
(3)
(percent)
13 12 11 10 09
29% 29%
24%
19%
0%
Net Debt to Total Capital
(2)
(percent)
13 12 11 10 09
$1,167
$1,248
$1,320
$1,007
$659
Net Sales
(in millions)
13 12 11 10 09
$144
$247
$269
$207
$135
EBITDA
(1)
(in millions)
13 12 11 10 09
$257
$223
$188
$173
$121
ES Sales
(in millions)
0
300
600
900
1200
1500
13 12 11 10 09
0
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13 12 11 10 09
0
5
10
15
20
25
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13 12 11 10 09
13 12 11 10 09
$117
$101
$77
$145
$170
Operating Cash Flow
(in millions)
13 12 11 10 09
49.9%
25.6%
13.1%
8.1%
1.1%
ES New Product Sales as a
Percentage of Total ES Sales
(3)
(percent)
13 12 11 10 09
29% 29%
24%
19%
0%
Net Debt to Total Capital
(2)
(percent)
13 12 11 10 09
$1,167
$1,248
$1,320
$1,007
$659
Net Sales
(in millions)
13 12 11 10 09
$144
$247
$269
$207
$135
EBITDA
(1)
(in millions)
13 12 11 10 09
$257
$223
$188
$173
$121
ES Sales
(in millions)
0
300
600
900
1200
1500
13 12 11 10 09
0
50
100
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13 12 11 10 09
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10
20
30
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13 12 11 10 09
0
5
10
15
20
25
30
13 12 11 10 09
13 12 11 10 09
$117
$101
$77
$145
$170
Operating Cash Flow
(in millions)
13 12 11 10 09
49.9%
25.6%
13.1%
8.1%
1.1%
ES New Product Sales as a
Percentage of Total ES Sales
(3)
(percent)
13 12 11 10 09
29% 29%
24%
19%
0%
Net Debt to Total Capital
(2)
(percent)
13 12 11 10 09
$1,167
$1,248
$1,320
$1,007
$659
Net Sales
(in millions)
13 12 11 10 09
$144
$247
$269
$207
$135
EBITDA
(1)
(in millions)
13 12 11 10 09
$257
$223
$188
$173
$121
ES Sales
(in millions)
0
300
600
900
1200
1500
13 12 11 10 09
0
50
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150
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13 12 11 10 09
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13 12 11 10 09
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13 12 11 10 09
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13 12 11 10 09
0
5
10
15
20
25
30
13 12 11 10 09
13 12 11 10 09
$117
$101
$77
$145
$170
Operating Cash Flow
(in millions)
13 12 11 10 09
49.9%
25.6%
13.1%
8.1%
1.1%
ES New Product Sales as a
Percentage of Total ES Sales
(3)
(percent)
13 12 11 10 09
29% 29%
24%
19%
0%
Net Debt to Total Capital
(2)
(percent)
13 12 11 10 09
$1,167
$1,248
$1,320
$1,007
$659
Net Sales
(in millions)
13 12 11 10 09
$144
$247
$269
$207
$135
EBITDA
(1)
(in millions)
13 12 11 10 09
$257
$223
$188
$173
$121
ES Sales
(in millions)
91434_BOWNE_1-4_ACG.indd 1 3/26/14 9:19 AM
Last year was a challenging one for GrafTech as we
continued to navigate through a difficult global economic
environment, as well as a cyclically low period for our
industry. Despite the headwinds we faced, we are pleased
with the progress we made to significantly improve our
cost structure and enhance our global competitiveness.
GrafTechs Industrial Material (IM) business ended 2013
with an 11 percent decrease in sales, attributed in part
to lower pricing in graphite electrodes and needle coke.
Our Engineered Solutions (ES) business finished the year
with record sales of $257 million representing approxi-
mately 16 percent growth compared to 2012.
GrafTechs newest facility in Sharon Center, Ohio, began
production in spring 2013. In August, we hosted govern-
ment officials, team members and local media for the
grand opening at the site.
Since the 2008 global economic crisis began, the graph-
ite electrode market has been in oversupply andmuch
like the steel industrythe economics have made it
increasingly difficult to sustain our current manufacturing
platform. In October, following a thorough review process
conducted by the Board and management team, we
announced plans to close three of GrafTechs highest cost
graphite electrode facilities by the end of the second
quarter in 2014.
Closing these plants was a difficult but necessary decision.
Our teammates at these locations have contributed enor-
mously to this business and have always demonstrated a
commitment to safety, quality and customer satisfaction.
However, while GrafTech maintains a strong balance
sheet, these steps were necessary in order to improve
Dear Fellow Shareholders:
2 2013 Annual Report GrafTech International
GrafTech opened its Sharon Center, Ohio, facility to
expand the production of GrafTechs thermal man-
agement product used in advanced electronics such
as smartphones, laptops and tablets. The new sites
opening was successful because of the cross-functional
team that purchased the site, installed the equipment
and opened the facility for production.
GrafTechs ArchiTech Furnace Productivity System is
provided to our graphite electrode customers to dynami-
cally measure and analyze Electric Arc Furnace (EAF)
performance continuously and remotely. The system
helps us work more efficiently and effectively with our
customers, assisting them in reaching their goals of
maximizing furnace productivity, minimizing cost and
maintaining an uninterrupted flow.
Strengthening Our Core: Industrial Materials
2013 Rationalization Benefits
Improved profitability:
Targeted $75M of annual cost savings
($50M in 2014)
Optimized cash flow:
$150M cash flow from working capital
improvements (with $75M in 2014 and
$75M in 2015)
Better positioned for future growth:
Other graphite electrode plants can expand
incrementally to replace approximately
60,000 MT of capacity from site closures
Teamwork Customer Focus
91434_BOWNE_1-4_ACG.indd 2 3/26/14 9:42 PM
competitiveness and margins so that we can continue to
invest in R&D, plant improvements and maintenance while
best positioning our business for the future.
We continue to leverage GrafTechs core competency of
providing innovative graphite material science solutions
into high-tech industries. One such achievement was
recognized with an Innovation Award from the Ohio
Aerospace Institute in November.
2013 Financial Highlights
GrafTechs revenues were $1,167 million. Adjusted net
income was $10 million, or $0.08 earnings per diluted
share.
4
Net cash provided by operating activities was
$117 million versus $101 million in 2012.
Segment Performance
Sales for our IM segment came in at $909 million and
adjusted operating income came in at $32 million.
5
In
2013, our ES business experienced all-time record sales
of $257 million while adjusted operating income was
$17 million.
5
GrafTech International 2013 Annual Report 3
In 2013, we hosted over 200 continuous improvement
projects. To encourage friendly Lean competition among
the global team, GrafTech hosts an Annual Kaizen
Olympics. One of this years winning teams, which
focused on yield improvement, was from our St. Marys,
Pennsylvania, site.
GrafTechs two business unitsEngineered Solutions and
Industrial Materialsare connected by our award-winning
R&D function. Our intellectual property portfolio is exten-
sive, with approximately 725 U.S. and foreign patents
and published patent applications in carbon and graphite
materials science.
Commercializing Advanced Technologies:
Engineered Solutions
Capital growth investments to be fully operational
Broaden product portfolio to access new markets
Penetration of high growth markets
Advanced consumer electronics
Alternative energy
New product development
Advanced thermal solutions for electronics
Integrated electronics solutions
High-temperature furnace systems for solar, LED
and consumer electronics markets
Drive for Results Innovation
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91434_BOWNE_1-4_ACG.indd 3 3/26/14 9:19 AM
We believe GrafTechs success depends upon our con-
tinued commitment to conduct our business responsibly
and in a manner designed to prevent accidents and
pollution, and to protect the health and safety of our
team members, our customers and the public. Thanks to
our thorough safety standards and training, our record-
able injury/illness rate consistently ranks well below the
manufacturing industrys average.
GrafTech believes in giving back to the communities
where we operate. Our sites and team members support
local organizations through volunteer hours, and financial
and in-kind donations. For example, last fall, GrafTechs
team in Mexico donated 150 care packages to help
local hurricane victims.
4 2013 Annual Report GrafTech International
Outlook
As the steel industry and global economy start to recover,
we expect to continue facing some challenges in 2014.
However, I am confident that GrafTech will continue to
seek growth opportunities to further build upon its strong
business model and uniquely position the company for
an industry rebound.
In closing, I would like to thank all of our GrafTech team
members and their families for their hard work and
dedication.
I want to thank Craig Shular for his many outstanding
contributions to the company. Craig has been an inspiring
leader as CEO and has transformed GrafTech from an
electrode producer to a leading global carbon and graph-
ite materials science company. During his leadership,
GrafTechs market capitalization grew from just over $300
million in 2002 to approximately $1.4 billion today.

Thank you to GrafTechs Board of Directors for their
valuable insight and guidance.
Lastly, thank you to our customers, suppliers and
shareholders for your continued support.
Joel L. Hawthorne
President & Chief Executive Officer
March 28, 2014
Community Relations Sustaining a Safe Environment
91434_BOWNE_1-4_ACG.indd 4 3/26/14 9:19 AM
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the fiscal year ended December 31, 2013
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
for the transition period from to
Commission file number: 1-13888

GRAFTECH INTERNATIONAL LTD.


(Exact name of registrant as specified in its charter)
Delaware 27-2496053
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
12900 Snow Road Parma, Ohio 44130
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (216)676-2000

Securities registered pursuant to Section12(b) of the Act:


Title of each class Name of each exchange on which registered
Common stock, par value $.01 per share New York Stock Exchange

Securities registered pursuant to Section12(g) of the Act:


None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act. Yes No
Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to
such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-
K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See definitions of large accelerated filer, accelerated filer, non-accelerated filer and smaller reporting company in Rule 12b-2 of
the Exchange Act.
Large Accelerated Filer Accelerated Filer Non-Accelerated Filer Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes No
The aggregate market value of our outstanding common stock held by non-affiliates, computed by reference to the closing price of our
common stock on June28, 2013, was approximately $978 million. On January31, 2014, 135,599,952 shares of our common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information required under Part III is incorporated by reference from the GrafTech International Ltd. Proxy Statement for the Annual
Meeting of Stockholders to be held on May15, 2014, which will be filed on or about April2, 2014.
2
Table of Contents

Item1.
Item1A.
Item1B.
Item2.
Item3.
Item4.
Item5.
Item6.
Item7.
PART I 4
Preliminary Notes 4
Business 6
Introduction 6
Industrial Materials Segment 7
Engineered Solutions Segment 9
Business Strategies 9
Production Planning 11
Manufacturing 11
Distribution 12
Sales and Customer Service 12
Technology 13
Competition 14
Environmental Matters 15
Insurance 17
Employees 18
Risk Factors 18
Forward Looking Statements 30
Unresolved Staff Comments 33
Properties 34
Legal Proceedings 35
Mine Safety Disclosures 35
PART II 36
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities. 36
Market Information 36
Dividend Policies and Restrictions 36
Repurchases 36
Performance Graph 37
Selected Financial Data 38
Managements Discussion and Analysis of Financial Condition and Results of Operations. 42
General 42
Executive Summary 42
Global Economic Conditions and Outlook 42
Financing Transactions 44
Realizability of Net Deferred Tax Assets and Valuation Allowances 45
Customer Base 46
Results of Operations and Segment Review 46
Effects of Inflation 52
Currency Translation and Transactions 52
Effects of Changes in Currency Exchange Rates 52
Liquidity and Capital Resources 53
Costs Relating to Protection of the Environment 58
Critical Accounting Policies 59
3
Item7A.
Item8.
Item9.
Item9A.
Item9B.
Item15.
Recent Accounting Pronouncements 60
Description of Our Financing Structure 61
Quantitative and Qualitative Disclosures About Market Risk 61
Financial Statements and Supplementary Data 63
Managements Report on Internal Control Over Financial Reporting 64
Report of Independent Registered Public Accounting Firm 65
CONSOLIDATED BALANCE SHEETS 66
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME 67
CONSOLIDATED STATEMENTS OF CASH FLOWS 68
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) 69
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY 70
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 72
(1) Business and Summary of Significant Accounting Policies 72
(2) Rationalizations 78
(3) Segment Reporting 79
(4) Supply Chain Financing 81
(5) Goodwill and Other Intangible Assets 81
(6) Long-Term Debt and Liquidity 82
(7) Fair Value Measurements and Derivative Instruments 84
(8) Interest Expense 86
(9) Other (Income) Expense, Net 87
(10) Supplementary Balance Sheet Detail 87
(11) Commitments 88
(12) Retirement Plans and Postretirement Benefits 89
(13) Management Compensation and Incentive Plans 97
(14) Contingencies 99
(15) Income Taxes 100
(16) Earnings Per Share 103
(17) Accumulated Other Comprehensive Loss 103
(18) Guarantor Information 104
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 113
Controls and Procedures 113
Other Information 113
PART III 114
Items10 to 14 (inclusive). 114
PART IV 116
Exhibits and Financial Statement Schedules 116
EXHIBIT INDEX 121
4
PART I
Preliminary Notes
Important Terms. We use the following terms to identify various matters. These terms help to simplify the
presentation of information in this Report.
Common stock means GTI common stock, par value $.01 per share.
ConocoPhillips refers to both ConocoPhillips and Phillips 66, as the case may be, depending upon the time
period to which the reference relates. We were parties to multi-year contracts with ConocoPhillips for the supply of
needle coke which ran through December 31, 2013. In 2012 ConocoPhillips spun off certain refining and chemicals
assets into a new separate entity named Phillips 66, to which our agreements with ConocoPhilips were assigned.
Credit Agreement refers to the credit agreement providing for our senior secured credit facilities, dated as of
October 7, 2011, as amended and further restated on April 20, 2012, pursuant to the First Amendment, dated March
26, 2012, and as amended as of October 29, 2012, as further amended and/or restated at the relevant time.
Revolving Facility refers to the revolving credit facility provided under the Credit Agreement, at the relevant time.
GrafTech Finance refers to GrafTech Finance Inc. only. GrafTech Finance is an indirect wholly-owned, special
purpose finance subsidiary of GTI and the borrower under the Revolving Facility.
GrafTech Global refers to GrafTech Global Enterprises Inc. only. GrafTech Global is an indirect wholly-owned
subsidiary of GTI and the direct or indirect holding company for all of our operating subsidiaries. GrafTech Global is a
guarantor of the Revolving Facility.
GTI refers to GrafTech International Ltd. only. GTI is our public parent company and the issuer of our publicly traded
common stock registered under the Exchange Act and listed on the NYSE. GTI is a guarantor of the Revolving Facility.
Indenture refers to the indenture dated November 20, 2012, under which the Senior Notes were issued.
MTM Adjustment refers to our accounting policy regarding pension and other postretirement benefits plans (OPEB)
whereby we immediately recognize the change in the fair value of plan assets and net actuarial gains and losses
annually in the fourth quarter of each year (referred to as mark-to-market).
Senior Notes means our 6.375% senior notes due 2020 issued on November 20, 2012.
Senior Subordinated Notes means our senior subordinated promissory notes issued on November30, 2010, in
connection with the Seadrift Coke L.P. (Seadrift) and C/G Electrodes LLC (C/G) acquisitions, for an aggregate total
face amount of $200 million. These senior subordinated notes are non-interest bearing and will mature in 2015. Because
the Senior Subordinated Notes are non-interest bearing, we were required to record them at their present value
(determined using an interest rate of 7.00%).
Subsidiaries refers to those companies that, at the relevant time, are or were majority owned or wholly-owned
directly or indirectly by GTI or its predecessors to the extent that those predecessors activities related to the graphite
and carbon business.
We, "GrafTech," us or our refers to GTI and its subsidiaries collectively or, if the context so requires, GTI, GrafTech
Global, GrafTech Finance or GrafTech International Holdings Inc., individually.
Presentation of Financial, Market and Legal Data. References to cost in the context of our low cost
advantages and strategies do not include the impact of special charges, expenses or credits, such as those related
to investigations, lawsuits, claims, restructurings or impairments, or the impact of changes in accounting principles.
Unless otherwise noted, when we refer to dollars, we mean U.S. dollars. Unless otherwise noted, all dollars
are presented in thousands.
References to spot prices for graphite electrodes mean prices under individual purchase orders (not part of
an annual or other extended purchase arrangement) for near term delivery for standard size graphite electrodes used
in large electric arc steel melting furnaces (sometimes called melters or melter applications) as distinct from, for
example, a ladle furnace or a furnace producing non-ferrous metals.
Neither any statement made in this Report nor any charge taken by us relating to any legal proceedings
constitutes an admission as to any wrongdoing.
5
Unless otherwise noted, market and market share data in this Report are our own estimates. Market data
relating to the steel, electronics, semiconductor, solar, thermal management, transportation, petrochemical and other
metals industries, our general expectations concerning such industries and our market position and market share
within such industries, both domestically and internationally, are derived from trade publications relating to those
industries and other industry sources as well as assumptions made by us, based on such data and our knowledge of
such industries. Market and market share data relating to the graphite and carbon industry as well as information
relating to our competitors, our general expectations concerning such industry and our market position and market
share within such industry, both domestically and internationally, are derived from the sources described above and
public filings, press releases and other public documents of our competitors as well as assumptions made by us, based
on such data and our knowledge of such industry. Such data are used to provide a gage of our competitiveness against
our competitors and are intended to describe things such as customer or potential customer bases, industries, or
subsets of the industries in which we compete and intermediate or end use applications of the product or technology
involved. Similarly, product descriptions are used to help understand how we develop, produce, source, manage,
market, sell, or account for products. Unless otherwise noted, references to market share are based on sales volumes
for the relevant year market data and product descriptions are not intended to define markets or products from an
antitrust, trade regulation, trade remedy, or other regulatory purpose. Our estimates involve risks and uncertainties
and are subject to change based on various factors, including those discussed under Risk Factors-Risks Relating to
Us and Risk Factors-Forward Looking Statements in this Report. We cannot guarantee the accuracy or completeness
of this market and market share data and have not independently verified it. None of the sources mentioned above
has consented to the disclosure or use of data in this Report.
The GRAFTECH logo, GRAFCELL

, GRAFOAM

, GRAFIHX
tm
, eGraf

and HOTPRESSED are our
trademarks and trade names used in this report. This Report also contains trademarks and trade names belonging to
other parties.
We make available, free of charge, on or through our web site, copies of our proxy statements, our annual
reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and amendments to those
reports filed or furnished pursuant to Section13(a) or 15(d) of the Exchange Act as soon as reasonably practicable
after we electronically file them with, or furnish them to, the U.S. Securities and Exchange Commission (SEC). We
maintain our website at http://www.graftech.com. The information contained on our web site is not part of this Report.
The SEC maintains a website that contains reports, proxy and information statements, and other information regarding
issuers that file electronically. Please see http://www.sec.gov for more information.
We have a code of ethics (which we call our Code of Conduct and Ethics) that applies to our principal
executive officer, principal financial officer, principal accounting officers and controller, and persons performing similar
functions, as well as our other employees, and which is intended to comply, at a minimum, with the listing standards
of the New York Stock Exchange (NYSE) as well as the Sarbanes-Oxley Act of 2002 and the SEC rules adopted
thereunder. A copy of our Code of Conduct and Ethics is available on our web site at http://www.graftech.com/getdoc/
fd25921b-07b1-429f-86fa-397f0d0cb30d/Code-of-Conduct-and-Ethics.aspx. We intend to report timely on our website
any disclosures concerning amendments or waivers of our Code of Conduct and Ethics that would otherwise require
the filing of a Form 8-K with the SEC.
We also have corporate governance guidelines (which we call the Charter of the Board of Directors) which
is available on our website at http://www.graftech.com/getdoc/6b8a3b4d-967c-4bdd-ab04-ea0011de0c91/
GRAFTECH-INTERNATIONAL- LTD-Corp-Gov-Guide.aspx as required by the NYSE.
6
Item 1. Business
Introduction
Our vision is to enable customer leadership, better and faster than our competition, through the creation,
innovation and manufacture of graphite and carbon material science-based solutions. We have over 125 years of
experience in the research and development of graphite and carbon-based solutions and our intellectual property
portfolio is extensive. Our business was founded in 1886 by the National Carbon Company.
We are a leading manufacturer of a broad range of high quality graphite electrodes, products essential to
the production of electric arc furnace (EAF) steel and various other ferrous and nonferrous metals. We also produce
needle coke products, which are the primary raw material needed in the manufacture of graphite electrodes. We also
manufacture carbon, graphite, and semi-graphite refractory products, which protect the walls of blast furnaces and
submerged arc furnaces. We are one of the largest manufacturers of high quality natural graphite products, enabling
thermal management solutions for the electronics industry and fuel cell solutions for the transportation and power
generation industries. We are one of the largest manufacturers and providers of advanced graphite and carbon materials
used in the transportation, solar and oil and gas exploration industries.
We currently manufacture our products in 20 manufacturing facilities strategically located on four continents.
We believe our Industrial Materials network has the largest manufacturing capacity and the lowest manufacturing cost
structure of all of our major competitors and delivers the highest-level quality products. We currently have the operating
capability, depending on, to manufacture approximately 255,000 metric tons of graphite electrodes. On October 31,
2013, we announced a rationalization plan which will reduce our manufacturing facilities and graphite electrode capacity.
The strategic initiatives are designed to significantly improve our competitiveness, allow us to better serve customers
and position our Industrial Materials business for success. The strategic initiatives address three key areas: profitability,
cash flow and future growth. We intend to close three facilities, including our two highest cost graphite electrode plants
and a machine shop. All three plant closures are proceeding on schedule and as expected. Once implemented, the
strategic initiatives are expected to yield approximately $75 million in annual cost savings, with $50 million in anticipated
savings in 2014. We expect to generate working capital improvements from these actions of approximately $150
million, of which approximately $75 million is expected in 2014, with the remaining $75 million in 2015. This plan will
reduce our graphite electrode capacity by approximately 60,000 metric tons (see Note 2 to the financial statements
for a full discussion of the rationalization plans). We believe that our current and future global manufacturing network
provides us with competitive advantages in product quality, proximity to customers, timely and reliable product delivery,
and product costs. Given our global network, we are well positioned to serve the growing number of consolidated,
global, multi-plant steel customers as well as certain smaller, regional customers and segments.
We have over 125 years of experience in the research and development of graphite and carbon based
solutions and our intellectual property portfolio is extensive. We hold approximately 723 issued and pending patent
applications and have been the recipient of seven R&D 100 Awards in the past 11 years. Our technological capabilities
include developing products with superior thermal, electrical and physical characteristics that provide a differentiated
advantage.
Products. We have seven major product categories: graphite electrodes, refractory products, needle coke
products, advanced graphite materials, advanced composite materials, advanced electronics technologies, and
advanced materials.
Reportable Segments. Our businesses are reported in the following reportable segments: Industrial
Materials, which include graphite electrodes, refractory products and needle coke products; and Engineered Solutions,
which includes advanced graphite materials, advanced composite materials, advanced electronics technologies and
advanced materials.
Industrial Materials. Our Industrial Materials segment manufactures and delivers high quality graphite
electrodes, refractory products and needle coke products.
We are a leading manufacturer of the a broad range of high quality graphite electrodes, refractory products,
and needle coke products. Electrodes are key components of the conductive power systems used to produce steel
and non-ferrous metals. Approximately 70% of our graphite electrodes sold are consumed in the EAF steel melting
process, the steel making technology used by all mini-mills, typically at a rate of one graphite electrode every eight
to ten operating hours. We believe that mini-mills constitute the higher long-term growth sector of the steel industry
and that there is currently no commercially viable substitute for graphite electrodes in EAF steel making. The remaining
approximately 30% of electrodes sold are primarily used in various other ferrous and non-ferrous melting applications,
7
including steel refining (ladle furnace operations for both EAF and basic oxygen furnace steel production), fused
materials, chemical processing, and alloy metals.
GrafTech is also a leading global supplier of carbon, semi-graphitic and graphite refractory hearth linings for
blast and submerged arc furnaces used to produce iron and ferroalloys. Carbon and graphite refractory products are
used to protect the walls and bottoms of these furnaces due to their ability to withstand extreme conditions, thermally
and mechanically. Among the major refractory product suppliers, GrafTech has one of the most complete offerings,
including a full range of brick, block, ramming paste, cement and grout products.
Additionally, we are a producer of petroleum needle coke. Needle coke is the key raw material in the
manufacture of the graphite electrodes used in melting operations. Petroleum needle coke, a crystalline form of carbon
derived from decant oil, is used in the production of graphite electrodes. As a result of our acquisition of Seadrift on
November 30, 2010, our graphite electrode production is vertically integrated. We believe that Seadrift is the world's
second largest petroleum-based needle coke producer and assuming normal annual maintenance, a product mix of
only normal premium petroleum needle coke production and related by-products, the annual capacity is approximately
140,000 metric tons. Seadrift currently provides a substantial portion of our needle coke requirements.
Engineered Solutions. The Engineered Solutions segment includes advanced graphite materials, advanced
composite materials, advanced electronics technologies and advanced materials. Advanced graphite materials are
highly engineered synthetic graphite products used in many areas due to their unique properties and the ability to tailor
them to specific solutions. These products are used in transportation, alternative energy, metallurgical, chemical, oil
and gas exploration and various other industries. Advanced composite materials are highly engineered carbon products
that are woven into various shapes to primarily support the aerospace and defense industries. Advanced electronics
technologies products consist of electronic thermal management solutions, fuel cell components, and sealing materials.
Advanced materials use carbon and graphite powders as components or additives in a variety of industries, including
metallurgical processing, battery and fuel cell components, and polymer additives.
Industrial Materials Segment
Our Industrial Materials segment, which had net sales of $1,132 million in 2011, $1,026 million in 2012 and
$909 million in 2013, manufactures and delivers high quality graphite electrodes, refractory products and needle coke
products, as well as provides customer technical services. Industrial Materials sales represented approximately 86%,
82% and 78% of consolidated net sales for 2011, 2012, and 2013, respectively. We estimate that the worldwide sales
for products serviced by our Industrial Materials segment was approximately $7 billion in 2012 and approximately $6
billion in 2013. The decline in sales is a primarily a result of lower prices.
Graphite Electrode Products. Graphite electrodes are consumed primarily in EAF steel production, the
steel making technology used by all mini-mills. Graphite electrodes are also consumed in the refining of steel in ladle
furnaces and in other smelting processes such as production of titanium dioxide.
Electrodes act as conductors of electricity in the furnace, generating sufficient heat to melt scrap metal, iron
ore or other raw materials used to produce steel or other metals. The electrodes are consumed in the course of that
production.
Electric arc furnaces operate using either alternating electric current or direct electric current. The vast majority
of electric arc furnaces use alternating current. Each of these alternating current furnaces typically uses nine electrodes
(in three columns of three electrodes each) at one time. The other electric arc furnaces, which use direct current,
typically use one column of three electrodes. The size of the electrodes varies depending on the size of the furnace,
the size of the furnaces electric transformer and the planned productivity of the furnace. In a typical furnace using
alternating current and operating at a typical number of production cycles per day, one of the nine electrodes is fully
consumed (requiring the addition of a new electrode), on average, every eight to ten operating hours. The actual rate
of consumption and addition of electrodes for a particular furnace depends primarily on the efficiency and productivity
of the furnace. Therefore, demand for graphite electrodes is directly related to the amount and efficiency of EAF steel
production.
EAF steel production requires significant heat (as high as 5,000 F) to melt the raw materials in the furnace,
primarily scrap metal. Heat is generated as electricity (as much as 150,000 amps) passes through the electrodes and
creates an electric arc between the electrodes and the raw materials.
Graphite electrodes are currently the only known commercially available products that have the high levels
of electrical conductivity and the capability of sustaining the high levels of heat generated in an electric arc furnace
producing steel. Therefore, graphite electrodes are essential to the production of steel in electric arc furnaces. We
believe there is currently no commercially viable substitute for graphite electrodes in EAF steel making. We estimate
8
that, on average, the cost of graphite electrodes represents about 2% of the total cost of producing steel in a typical
electric arc furnace.
EAF steel production was estimated to be approximately 457million metric tons in 2013, representing
approximately 28% of the worlds steel production. The World Steel Association's utilization rate for the total steel
market in 2013 and 2012 was 78% and EAF steel capacity utilization rates typically follow the trends of the overall
steel industry.
Relationship Between Graphite Electrode Demand and EAF Steel Production. The improved efficiency of
electric arc furnaces has resulted in a decrease in the average rate of consumption of graphite electrodes per metric
ton of steel produced in electric arc furnaces (called specific consumption). We estimate that the average EAF melter
specific consumption is approximately 1.7 kilograms of graphite electrodes per metric ton produced.
Over the long term, specific consumption will continue to decrease at a gradual pace, as the EAF steel
makers investment cost (relative to the benefits) increases to achieve further efficiencies in specific consumption.
Another contributing factor is the ongoing electrode quality improvements of graphite electrode manufacturers.
We further believe that the rate of decline in the future will be impacted by the addition of modern EAF steel
making capacity which tends to have lower specific consumption than older electric arc furnaces. To the extent that
this new capacity replaces old capacity, it has the effect of accelerating the reduction in industry wide specific
consumption due to the efficiency of new electric arc furnaces relative to the old. However, to the extent that this new
capacity increases industry wide EAF steel production capacity and that capacity is utilized, it creates additional demand
for graphite electrodes.
Over the long term, graphite electrode demand is estimated to grow at an average annual net growth rate of
approximately 2%, based on the anticipated growth of EAF steel production (average historical growth rate of 3%),
partially offset by the decline in future specific consumption.
Production Capacity. We believe that the worldwide total graphite electrode manufacturing capacity was
approximately 1.84million metric tons for 2011, 1.94 million metric tons 2012 and approximately 1.95 million metric
tons for 2013. We believe that the graphite electrode industry manufacturing capacity utilization rate worldwide was
approximately 71% for 2012 and 69% for 2013. We routinely update our estimates as more information, which can
vary, becomes available, as stated capacities in some cases are effective capacity adjusted for production yields and
product mix.
We had the capability, depending on product demand and mix, to manufacture approximately 255,000 metric
tons of graphite electrodes during 2013, however, due to recently announced rationalization initiatives, we expect to
reduce our capacity by over 60,000 metric tons during 2014. See Note 2 to the Financial Statements for a discussion
on these rationalization activities. As a result of our acquisition of Seadrift in November 2010, our graphite electrode
production is vertically integrated. Seadrift currently provides a substantial portion of our needle coke requirements.
Refractory Products. We manufacture carbon and semi-graphite, HotPressed refractory bricks, as well
as other graphite and carbon refractory blocks, all of which are used primarily for their durability in very demanding
high temperature melting environments. Common applications are in blast furnaces and submerged arc furnaces for
ferroalloy production include cooling courses in the hearth bottoms for heat distribution and removal, backup linings
in hearth walls for improved heat transfer and lintels over copper coding plates where a single brick cannot span the
cooling plate. Our refractories are especially suitable for the lower part of these furnaces, where refractory performance
is the most critical to ensure high productivity and long campaign lives.
In manufacturing the HotPressed bricks, GrafTech uses a proprietary carbon making process. The raw
material is heated in brick sized molds and high pressure is applied simultaneously. This results in bricks with very
competitive properties for these melting applications produced in only minutes compared to the month required in the
traditional block process. We believe that Graftech refractory solutions offer reliability and a safer working environment
for iron and ferroalloy makers all around the world.
Petroleum Needle Coke and Coke Products. We produce petroleum needle coke which is the key raw
material in the manufacture of graphite electrodes which are consumed in EAF steel production. Petroleum needle
coke, a crystalline form of carbon derived from decant oil is used primarily in the production of graphite electrodes.
We are one of three petroleum needle coke producers in the world and this backward integration reduces our reliance
on other suppliers. Graphite electrode producers combine petroleum or pitch needle coke with pitch binders and other
ingredients to form graphite electrodes. In 2012, we commenced commercial production of a super-premium grade
of our needle coke, which enables us and our needle coke customers to produce higher quality large diameter graphite
electrodes.
9
Petroleum needle and pitch needle coke, relative to other varieties of coke, are distinguished by their needle-
like structure and their quality, which is measured by the presence of impurities, principally sulfur, nitrogen and ash.
The needle-like structure of petroleum needle and pitch needle coke creates expansion along the length of the electrode,
rather than the width, which reduces the likelihood of fractures. Impurities reduce quality because they increase the
coefficient of thermal expansion and electrical resistivity of the graphite electrode, which can lead to uneven expansion
and a build-up of heat and cause the graphite electrode to oxidize rapidly and break. Petroleum needle and pitch
needle coke is typically low in these impurities. In order to minimize fractures caused by disproportionate expansion
over the width of an electrode, and minimize the effect of impurities, large-diameter graphite electrodes (18 inches to
32 inches) employed in high-intensity electric arc furnace applications are comprised almost exclusively of petroleum
needle and pitch needle coke.
Engineered Solutions Segment
Our Engineered Solutions segment had sales of $188.0 million in 2011, $222.7 million in 2012 and $257.2
million in 2013. Engineered Solutions represented approximately 14% of consolidated net sales for 2011, approximately
18% for 2012 and approximately 22% for 2013. We estimate that our addressable worldwide demand for Engineered
Solutions was $1,400 million in 2011, $2,800 million in 2012 and $2,300 million in 2013. Our addressable market has
decreased due to a decline in demand caused by low growth in industrial markets that we serve and a slow recovery
in the solar market. We routinely update our estimates as more information becomes available.
Advanced Graphite Materials. We manufacture extruded, molded and isomolded graphite blocks weighing
up to ten metric tons and machined graphite parts used in many applications including metallurgy, high-temperature
industrial, and alternative energy applications. In addition, we produce a line of high temperature (> 1200C) insulation
for induction furnaces, high temperature vacuum furnaces, direct solidification furnaces and other high temperature
furnace applications.
Advanced Composite Materials. We design, manufacture and test advanced composites used in many
applications including ultra-light-weight thermal protection, high-strength heat shields and various other components.
Markets include automotive, petrochemical and aerospace/defense. Fiber Materials Inc. (FMI) (acquired in 2011), is
recognized as an industry leader producing high-temperature materials and advanced composite products for extremely
demanding applications.
Advanced Electronics Technologies. We manufacture natural and synthetic graphite products convertible
to flexible graphite. Applications include thermal management and sealing solutions used in advanced consumer
electronics (including smart phones, televisions, tablets and displays), automotive sealing and the petrochemical and
alternative energy industries. We are one of the world's largest manufacturers of natural and synthetic graphite products
for these uses and applications.
Advanced Materials. We manufacture primary synthetic graphite powders, natural flake graphite powders,
coke powders, and various other carbon/graphite powder derivatives. Markets include industrial lubricants, hot metal
forming lubricants, conductive polymer fillers and energy storage requirements.
Business Strategies
We believe that, by growing our revenues and operating income, successfully implementing LEAN initiatives,
and maximizing our cash flows, we will deliver enhanced financial performance and improve shareholder value. We
believe this strategy will position us to capitalize on growth opportunities that may arise. We have transformed our
operations, building competitive advantages to enable us to compete successfully in our major product lines, to realize
enhanced performance as economic conditions improve and to exploit growth opportunities from our intellectual
property portfolio. Our business strategies are designed to expand upon our competitive advantages by:
Leveraging Our Unique Global Manufacturing Network. We believe that our global manufacturing
network, our back integration and our research and development provides us with competitive advantages in product
quality, product costs, timely and reliable delivery, and operational flexibility to adjust product mix to meet the diverse
needs of a wide range of segments and customers.
We continue to leverage our network to seek to achieve significant increases in throughput generated from
our existing assets, through productivity improvements, capital expenditures, and other efficiency initiatives. We believe
we can further exploit our network by focusing our technical and customer service capabilities on:
10
large global customers created by consolidation within the steel industry, to whom we believe we are
well positioned to offer products that meet their volume, product quality, product mix, delivery reliability
and service needs at competitive prices; and
customers in targeted segments where we have competitive advantages to meet identified customer
needs due to the range and quality of our products, the utilization of our capacity, the value of our
customer technical service and our low cost supplier advantage.
We sell our products in every major geographic region. Sales of our products to buyers outside the U.S.
accounted for approximately 73% of net sales in 2011, approximately 70% of net sales in 2012 and approximately
75% of net sales in 2013. No single customer or group of affiliated customers accounted for more than 10% of our
total net sales in 2011, 2012 or 2013.
Driving Continuous Improvement with LEAN and Six Sigma. We believe a consistent focus on our
customers and diligence towards aligning our processes to satisfy these customers is essential in todays global market.
We have undertaken a comprehensive launch of LEAN and Six Sigma with dedicated resources at all of our key
manufacturing plants intended to create a common language and tool set centering around LEAN and Six Sigma.
Our focus on waste reduction using a team approach creates knowledge at all levels of the organization.
Concentrating on creating flow within processes enables us to capitalize on lower inventories while still maintaining
a high percentage of on-time-delivery. At year end 2011 and continuing through 2012, we experienced increases in
inventory levels resulting from lower sales volumes driven by reduced demand for our products as well as from
contractually obligated raw material purchases. As discussed in Note 2 of the Financial Statements, we plan to
close two graphite electrode manufacturing facilities to better align our production with customer demand. We
expect to continue to reduce inventory levels over the next 12 months. Our metric driven behavior and process of
deploying corrective actions to anomalies drives us towards customer centric solutions.
We believe we will be able to continue to leverage our stream-lined processes as a sustainable competitive
advantage with shorter lead times, lower costs, higher quality products, and exceptional service. We are applying
these methodologies and tools to not only our manufacturing processes; but also to our transactional and business
processes such as accounts receivable, new product introduction, and cash forecasting in order to develop a high-
performing value stream.
Accelerating Commercialization of Advantaged Technologies. We believe that our technological
capabilities for developing products with superior thermal, electrical and physical characteristics provide us with a
potential growth opportunity as well as a competitive advantage. We exploit these capabilities and our intellectual
property portfolio to accelerate development and commercialization of these technologies across all of our businesses,
to improve existing products, and to develop and commercialize new products for higher growth rate areas such as
electronic thermal management technologies. We have received R&D Magazines prestigious R&D 100 Award in seven
of the past eleven years. The R&D 100 Award honors the 100 most technologically significant products introduced into
the marketplace each year. We received this award in 2003 and 2004 for our achievements in electronic thermal
management products, in 2005 for our large-diameter pinless graphite electrodes, in 2006 for GRAFOAM

carbon
foam, a unique high strength, light weight carbon foam, in 2007 for GrafCell

flow field plates, a key component to the


commercialization of fuel cells, in 2009 for our GRAFIHX
tm
Flexible Heat Exchangers, a graphite solution uniquely
suited for radiant floor heating systems, and in 2011, for the eGRAF

Spreadershield SS1500.
Delivering Exceptional and Consistent Quality. We believe that our products are among the highest quality
products available in our industry. We have been recognized as a preferred or certified supplier by many major steel
companies and have received numerous technological innovation and other awards by industry groups, customers
and others. Using our technological capabilities, we continually seek to improve the consistent overall quality of our
products and services, including the performance characteristics of each product, the uniformity of the same product
manufactured at different facilities and the expansion of the range of our products. We believe that improvements in
overall quality create significant efficiencies and opportunities for us, provide us the opportunity to increase sales
volumes and potential demand share, and create production efficiencies for our customers.
Providing Superior Technical Service. We believe that we are recognized as one of the industry leaders
in providing value added technical services to customers for our major product lines. We have a large customer technical
service organization, with supporting engineering and scientific groups with more than 250 engineers and specialists
around the world, and we believe that we are recognized as one of the industry leaders in providing value added
technical services to customers for our major product lines. A portion of these employees assist key steel and other
metals customers in furnace applications, operations and upgrades to reduce energy consumption, improve raw
material costs and increase output.
11
Maintaining Liquidity and Building Stockholder Value. We believe that our business strategies and our
rationalization and related activities support our goal of growing revenues and operating income and maximizing the
cash generated from operations. Maintaining liquidity remains a priority for us. As of December31, 2013, we had
outstanding borrowings under our Revolving Facility of $64.0 million, $300 million of Senior Notes, $175.7 million
carrying value outstanding related to Senior Subordinated Notes, and cash and cash equivalents of $11.9 million. As
of December31, 2012, we had outstanding borrowings under our Revolving Facility of $74.5 million, $300 million of
Senior Notes, $164.2 million carrying value outstanding related to Senior Subordinated Notes, and cash and cash
equivalents of $17.3 million. We had approximately $246.1 million of unused borrowing capacity under the Revolving
facility (after considering financial covenants restrictions and the outstanding letters of credit of approximately $10.5
million) as of December31, 2013.
We continually review our assets, product lines and businesses to seek out opportunities to maximize value,
through re-deployment, merger, acquisition, divestiture or other means, which could include taking on more debt or
issuing more equity. We may at any time buy or sell assets, product lines or businesses.
Production Planning
We plan and source production of our products globally. We have evaluated virtually every aspect of our
global supply chain, and we have redesigned and implemented changes to our global manufacturing, marketing and
sales processes to leverage the strengths of our repositioned manufacturing network. Among other things, we have
reduced manufacturing bottlenecks, improved product and service quality and delivery reliability, expanded our range
of products, improved our global sourcing for our customers and have closed or plan to close high cost manufacturing
locations when lower cost manufacturing locations can absorb or expand to meet needed production capacity.
We deploy synchronous work process improvements at most of our manufacturing facilities. We have also
installed and continue to install and upgrade proprietary process technologies at our manufacturing facilities, and use
statistical process controls in our manufacturing processes for all products, and employ LEAN processing improvement
techniques.
Our global manufacturing network also helps us to minimize risks associated with dependence on any single
economic region.
Manufacturing
Graphite Electrode Products. The manufacture of a graphite electrode takes, on average, about two
months. We manufacture graphite electrodes ranging in size up to 30 inches in diameter and over 11 feet in length,
and weighing as much as 5,900 pounds (2.6 metric tons). The manufacture of graphite electrodes includes six main
processes: forming the electrode, baking the electrode, impregnating the electrode with a special pitch that improves
the strength, rebaking the electrode, graphitizing the electrode using electric resistance furnaces, and machining.
We currently manufacture graphite electrodes in the United States, Mexico, Brazil, South Africa, France and
Spain. We have an electrode machining center in Russia. We recently announced a rationalization initiative which
involve the closure of the graphite electrode manufacturing facilities in Brazil and South Africa, as well as the closure
of the electrode machining center in Russia. See Note 2 to the financial statements for full discussion of our
rationalization plans.
Refractory Products. Refractory bricks are manufactured in the United States, using a proprietary process.
We have two primary grades of refractory products. The manufacture of a refractory block begins with the mixing and
blending of the raw materials. The raw materials are fed into molds and pressed into shape. Intense heat and pressure
are then applied. The bricks are cooled and then cut into the desired shapes. Our bricks are generally smaller than
our competitors products. We believe our smaller brick size creates an easier installation process compared to larger
bricks. We manufacture refractory bricks into sizes up to 18 inches, although we can manufacture bricks into a multitude
of sizes and shapes to meet the needs of our customers.
Petroleum Needle Coke and Coke Products. Petroleum needle coke is produced through a manufacturing
process very similar to a refinery. The production process converts decant oil into petroleum needle coke shaped in
a needle-like structure. Pitch needle coke is produced using coal-tar pitch. We produce petroleum needle coke at one
manufacturing facility in the U.S.
Advanced Graphite Materials. Advanced graphite materials are manufactured using processes and
technologies similar to those of graphite electrodes. Manufacturing lead times range between four to twelve months
for most products and depend on the specific material properties that are needed to be imparted in the final billet. After
the forming, baking, impregnation, rebaking and graphitization steps, the billets are either dressed and sold as raw
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stock or are machined into custom parts against proprietary specifications supplied by our customers. We primarily
produce advanced graphite materials in the United States, France and Italy.
Advanced Composite Materials. Advanced composite materials are primarily manufactured using a 2 or
3-dimensional carbon-fiber-composite weaving process. The 2-dimensional weaving process uses two sets of yarn
woven into an X-Y plane. The fibers are placed (uni-directional materials) or interwoven (fabrics) to create a single
thickness using conventional weaving equipment. This results in a sheet-like fabric which is then stacked upon itself
to the desired thickness. The 3-dimensional weaving process uses two sets of yarn woven in the fabric-width and
length directions (X-Y) and a third yarn woven into the fabric thickness (Axial or Z direction) using specialty weaving
equipment. This process results in a volumetric solid with yarns reinforcing both the planar and axial (Z) directions.
Advanced composite materials are manufactured in three U.S. facilities.
Advanced Electronics Technologies. We use a proprietary process to convert mined natural graphite flake
into expandable graphite, an intermediate product. We manufacture flexible graphite by subjecting expandable graphite
to additional proprietary processing. Our Advanced Electronics Technologies business primarily operates three
manufacturing facilities in the U.S. We believe that we operate one of the worlds most technologically sophisticated
advanced natural graphite production lines.
Advanced Materials. We manufacture primary synthetic graphite powders, natural flake graphite powders,
coke powders, and various other carbon/graphite powder derivatives. We manufacture advanced materials in both
Industrial Materials and Engineered Solutions locations in the United States, France, Mexico, Spain and Italy, with
some final processing done in the United States.
Quality Standards and Maintenance. Most of our global manufacturing facilities are certified and registered
to ISO 9001-2008 international quality standards and some are certified to QS 9001-2008. Advanced electronics
technologies has a quality assurance system designed to meet the most stringent requirements of its customers and
is ISO TS 16949:2009 certified. Maintenance at our facilities is conducted on an ongoing basis.
Raw Materials and Suppliers. The primary raw materials for electrodes are engineered by-products and
residues of the petroleum and coal industries. We use these raw materials because of their high carbon content. The
primary raw materials for graphite electrodes are calcined needle coke and pitch. We purchase raw materials from a
variety of sources and believe that the quality and cost of our raw materials on the whole is competitive with those
available to our competitors.
We were party to contracts with ConocoPhillips which expired through their terms in December 2013 for the
supply of petroleum needle coke, our primary raw material used in the manufacture of graphite electrodes.We plan
to obtain a substantial portion of our 2014 needle coke requirements internally from Seadrift.
Raw materials for refractory products are primarily sourced internally and from a variety of third parties. The
primary raw material used in refractory products is crushed graphite.
The primary raw material used by Seadrift to make petroleum needle coke is decant oil, a by-product of the
gasoline refining process. Seadrift is not dependent on any single refinery for decant oil. While Seadrift has purchased
a substantial majority of its raw material inventory from a limited number of suppliers in recent years, we believe that
there is an abundant supply of suitable decant oil in the United States available from a variety of sources.
We purchase energy from a variety of sources. Electric power used in manufacturing processes is purchased
from local suppliers under contracts with pricing based on rate schedules or price indices. Our electric costs can vary
significantly depending on these rates and usage. Natural gas used in manufacturing processes is purchased from
local suppliers primarily under annual volume contracts with pricing based on various natural gas price indices.
Distribution
We deploy various demand management and inventory management techniques to seek to ensure we can
meet our customers delivery requirements while still maximizing the utilization of our production capacity. We can
experience significant variation in our customers delivery requirements as their specific needs vary and change through
the year. We generally seek to maintain appropriate inventory levels, taking into account these factors as well as the
significant differences in manufacturing cycle times for graphite electrode products and our customers products.
Finished products are usually stored at our manufacturing facilities. Limited quantities of some finished
products are also stored at local warehouses around the world to meet customer needs.
Sales and Customer Service
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We believe our product quality, our global manufacturing network and our low cost structure allow us to
deliver a broad range of product offerings across various segments. We differentiate and sell the value of our product
offerings, depending on the segment or specific product application, primarily based on product quality and
performance, delivery reliability, price, and customer technical service.
We price our products based on the value that we believe we deliver to our customers. Pricing may vary
within any given industry, depending on the segment within that industry and the value of the offer to a specific customer.
We believe that we can achieve increased competitiveness, customer demand, and profitability through our value
added offerings to customers. In certain segments where the product is less differentiated, these value added offerings
have less impact on our competitiveness.
We have a large customer technical service organization, with supporting application engineering and
scientific groups and more than 250 engineers and specialists around the world, and we believe that we are recognized
as one of the industry leaders in providing value added technical services to customers for our major product lines.
We deploy these selling methods and our customer technical service to address the specific needs of all
products. Our direct sales force currently operates from 15 sales offices located around the world.
Industrial Materials. We sell our Industrial Materials products primarily through our direct sales force,
independent sales representatives and distributors, all of whom are trained and experienced with our products.
Historically, our graphite electrode customers generally seek to negotiate to secure the reliable supply of
their anticipated volume requirements on an annual basis, sometimes called the graphite electrode book building
process. These orders are subject to renegotiation or adjustment to meet changing conditions. The balance of our
graphite electrode customers purchase their electrodes as needed at then current market prices.
We have customer technical service personnel based around the world to assist customers to maximize
their production and minimize their costs. We employ about 120 engineers and technicians in our Industrial Materials
segment, a portion of who provide technical service and advice to key steel and other metals customers. These services
relate to furnace applications and operation, as well as furnace upgrades to reduce energy consumption, improve raw
material costs and increase output.
Engineered Solutions. We sell our Engineered Solutions products primarily through our direct sales force,
independent sales representatives and distributors, all of whom are trained and experienced with our products.
The majority of our products are custom built to customer specifications after an iterative review process
between the customer's engineers and our sales and technical service employees. Our sales personnel are trained
and experienced with the products they sell. We provide technical service to our customers through dedicated technical
service engineers who operate out of our North American facilities, European facilities and Asian offices. We believe
that our technical service differentiates us from our competition and take pride in our ability to support the technical
requirements of our customers.
Technology
We believe that we are an industry leader in graphite and carbon materials science and high temperature
processing know-how and that we operate premier research, development and testing facilities for our industry. We
have over 125years of experience in the research and development of graphite and carbon technologies. Over the
past several years, we have analyzed our intellectual property portfolio to identify new product opportunities with high
growth potential for us, redirected research to enhance and exploit our portfolio and accelerated development of such
products.
Research and Development. We conduct our research and development both independently and in
conjunction with our strategic suppliers, customers and others. We have a dedicated technology center located at our
corporate headquarters in Ohio, which focuses on all products. We also have a pilot plant that has the capability to
produce small or trial quantities of new or improved graphite products, to accelerate scale-up and market entry. In
addition, we have a state-of-the-art testing facility located at our headquarters capable of conducting physical and
analytical testing for those products. The activities at these centers and facilities are integrated with the efforts of our
engineers at our manufacturing facilities who are focused on improving manufacturing processes.
Research and development expenses amounted to $14.0 million, $13.8 million and $10.4 million in 2011,
2012 and 2013, respectively. This decline in research and development expenses is primarily related to a favorable
pension and OPEB MTM adjustment of $1.4 million in 2013, compared to a charge of $0.7 million in 2012.
We believe that our technological and manufacturing strengths and capabilities provide us with a significant
growth opportunity as well as a competitive advantage and are important factors in our selection by industry leaders
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and others as a strategic partner. Our technological capabilities include developing products with superior thermal,
electrical and physical characteristics that provide a differentiating advantage. We seek to exploit these strengths and
capabilities across all of our businesses, to improve existing products and to develop and commercialize new products
with high growth potential.
A significant portion of our research and development is focused on new product development, particularly
Engineered Solutions for advanced energy applications such as solar silicon manufacturing, electronic thermal
management, energy storage and generation. Other significant work focuses on advancements in electrode technology
and raw material optimization.
Intellectual Property. We believe that our intellectual property, consisting primarily of patents and proprietary
know-how, provides us with competitive advantages and is important to our growth opportunities. Our intellectual
property portfolio is extensive, with approximately 723 U.S. and foreign patents and published patent applications
which are carbon and graphite related, which we believe is more than any of our major competitors (in the business
segments in which we operate). Among our competitors, we hold one of the largest number of patents for flexible
graphite, as well as the largest number of patents relating to the use of natural graphite for certain fuel cell applications.
These patents expire at various times over the next two decades.
We own, and have obtained licenses to, various trade names and trademarks used in our businesses. For
example, the trade name and trademark UCAR are owned by Union Carbide Corporation (which has been acquired
by Dow Chemical Company) and are licensed to us on a worldwide, exclusive and royalty-free basis until 2025. This
particular license automatically renews for successive ten-year periods. It permits non-renewal by Union Carbide in
2025 or at the end of any renewal period upon five years notice of non-renewal.
We rely on patent, trademark, copyright and trade secret laws as well as appropriate agreements to protect
our intellectual property. Among other things, we seek to protect our proprietary know-how and information, through
the requirement that employees, consultants, strategic partners and others, who have access to such proprietary
information and know-how, enter into confidentiality or restricted use agreements.
Competition
Industrial Materials. Competition in the Industrial Materials segment is intense and is based primarily on
product differentiation and quality, delivery reliability, price, and customer service, depending on the segment or specific
product application.
In the most demanding product applications (that is, graphite electrodes that can operate in the largest, most
productive and demanding EAF steel mills in the world), we compete primarily on product quality, delivery reliability,
price and customer technical service. We believe these are prerequisite capabilities that not all producers of graphite
electrodes possess or can demonstrate consistently. In this segment, we primarily compete with higher quality graphite
electrode producers, although this segment of the graphite electrode demand has become increasingly competitive
in recent years as graphite electrode producers have improved the quality of their offerings and become qualified
suppliers to some of the largest and most sophisticated EAF customers.
In other product applications, including ladle furnaces requiring less demanding performance and certain
other ferrous and non-ferrous segments, we compete based on product differentiation, product quality and price. We
believe our product quality, global manufacturing network, proximity to regional and local customers and the related
lower cost structure allows us to deliver a broad range of product offerings across these various segments.
We believe that there are no current commercially viable substitutes for graphite electrodes in EAF steel
production.
Our refractory products business competes based on product quality, useful life, and technology. We believe
our proprietary hot press process and the smaller shape of our refractory bricks provides a more versatile product that
is easier to install than larger refractory bricks.
We believe that there are certain cost and technology barriers to entry into our industry, including the need
for extensive product and process know-how and other intellectual property and a high initial capital investment. It also
requires high quality raw material sources and a developed energy supply infrastructure. However, competing
manufacturers, particularly Chinese manufacturers, have been able to expand their sales and manufacturing
geographically.
There are a number of international graphite electrode producers, including SGL Carbon A.G. (Germany),
Tokai Carbon Co., Ltd. (Japan), Showa Denko Carbon K.K. (Japan), Graphite India Limited (India), HEG Limited (India),
SEC Corporation Limited (Japan), Nippon Carbon Co., Ltd. (Japan), Energoprom Group (Russia), Beijing FangDa
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Carbon Tech Co. Ltd. (China), Nantong Guangtan Carbon Industry Co. Ltd (China), Kaifeng Carbon Co., Ltd. (China)
and Sinosteel Corporation (China), as well as a number of others.
All graphite electrode manufacturers, even those without multinational manufacturing operations, are capable
of, and many in fact are, supplying their products globally and are experiencing increased competition from Indian,
Russian and Chinese graphite electrode manufacturers. The Chinese government has strongly supported and invested
heavily in industrial expansion in recent years and continues to do so. As a part of this expansion, Chinese production
of graphite electrodes has increased and the quality of the electrodes produced in China has improved. The Chinese
policy of maintaining a fixed rate of exchange of the Renminbi to the U.S. dollar may provide Chinese producers with
a competitive advantage with respect to exports of graphite electrodes.
Coke represents a significant portion of the cost to produce a graphite electrode. Competition in the needle
coke industry is based primarily on price, reliability and product specifications. Our Seadrift facility competes primarily
on the specifications and price of its needle coke. In 2012, our Seadrift production team collaborated with scientists
from our Engineered Solutions segment to develop a super-premium grade of needle coke that we have successfully
commercialized.
We believe there are currently approximately ten other firms producing needle coke. These competitors
include Conoco Philips, Petrocokes Japan Limited (Japan), Mitsubishi Chemical Company, Baosteel Group (China),
C-Chem Co., Ltd. (Japan), Indian Oil Company Limited, Hongte Chemical Industry (Group) Co., Ltd. (China), JX
Holdings Inc. (Japan), Petrochina International Jinzhou Co., Ltd. (China) and Sinosteel Anshan Research Institute of
Thermo-Energy Co. Ltd. (China).
Engineered Solutions. Competitors of our Engineered Solutions segment compete on product differentiation
and innovation, quality, price, delivery reliability and customer service depending on the specific demands or product
applications.
We believe we are the technology leader within the segments we participate in, and we differentiate ourselves
based on our ability to provide customers with a solution that gives them one of the lowest total operational costs in
meeting their product manufacturing needs. We achieve this by using our extensive product, process and application
knowledge.
We believe there are certain barriers to entry into this industry, including the need for extensive product and
process know-how, intellectual property and a high initial capital investment.
We compete with other major specialty graphite competitors who manufacture and sell on a global basis.
These competitors include SGL Carbon A.G. (Germany), Mersen S.A. (France), Tokai Carbon Co., Ltd. (Japan), Toyo
Tanso Co., Ltd. (Japan), SEC Carbon Ltd. (Japan), Nippon Carbon Co. Ltd (Japan) and Graphite India Ltd. (India) and
several other competitors, a number of which are in China and Japan. We also compete with Panasonic Corporation
(Japan), and Kaneka Corporation (Japan) in certain thermal management markets.
Environmental Matters
We are subject to a wide variety of federal, state, local and foreign environmental laws and regulations that
govern our properties, neighboring properties, and our current and former operations worldwide. These laws and
regulations relate to the presence, use, storage, handling, generation, treatment, emission, release, discharge and
disposal of wastes and other substances, including the packaging, labeling and transportation of products that are
defined as hazardous or toxic or otherwise believed to have potential to harm the environment or human health. These
laws and regulations (and the enforcement thereof) are periodically changed and are becoming increasingly stringent.
We have incurred substantial costs in the past, and will continue to incur additional costs in the future, to comply with
these legal requirements.
The principal U.S. laws to which our properties and operations are subject include:
the Clean Air Act, the Clean Water Act and the Resource Conservation and Recovery Act and similar
state and local laws which regulate air emissions, water discharges and hazardous waste generation,
treatment, storage, handling, transportation and disposal;
the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended
by the Superfund Amendments and Reauthorization Act of 1986, and the Small Business Liability
Relief and Brownfields Revitalization Act of 2002, and similar state laws that provide for the reporting
of, responses to and liability for, releases of hazardous substances into the environment; and
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the Toxic Substances Control Act and related laws that are designed to track and control chemicals
that are produced or imported into the United States and assess the risk to health and to the
environment of new products at early developmental stages.
Further, laws and regulations adopted or proposed in various states impose or may impose, as the case
may be, environmental monitoring, reporting and/or remediation requirements if operations cease or property is
transferred or sold.
We believe that we are currently in compliance in all material respects with the federal, state, local and foreign
environmental laws and regulations to which we are subject. We have experienced some level of regulatory scrutiny
at most of our current and former facilities and, in some cases, have been required to take corrective or remedial
actions and incur related costs in the past, and may experience further regulatory scrutiny, and may be required to
take further corrective or remedial actions and incur additional costs, in the future. Although it has not been the case
in the past, these costs could have a material adverse effect on us in the future.
We have received and may in the future receive notices from the U.S. Environmental Protection Agency
(U.S. EPA) or state environmental protection agencies, as well as claims from other parties, alleging that we are a
potentially responsible party (PRP) under Superfund and similar state laws for past and future remediation costs at
waste disposal sites and other contaminated properties. Although Superfund liability is joint and several, in general,
final allocation of responsibility at sites where there are multiple PRPs is made based on each PRP's relative contribution
of hazardous substances to the site. Based on information currently available to us, we believe that any potential
liability we may have as a PRP will not have a material adverse effect on us.
As a result of amendments to the Clean Air Act enacted in 1990, certain of our U.S. facilities have been or
will be required to comply with new reporting requirements and standards for air emissions that have been or may be
adopted by the U.S. EPA and state environmental protection agencies pursuant to new and revised regulations that
have been or could be promulgated, including the possible promulgation of future maximum achievable control
technology standards that apply specifically to our manufacturing sector(s), or more generally to our operation(s) or
equipment. Achieving compliance with the regulations that have been promulgated to date has resulted in the need
for additional administrative and engineered controls, changes to certain manufacturing processes, and increased
monitoring and reporting obligations. Similar foreign laws and regulations have been or may also be adopted to establish
new standards for air emissions, which may also require additional controls on our manufacturing operations outside
the U.S. Based on information currently available to us, we believe that compliance with these regulations will not have
a material adverse effect on us.
As mentioned, our manufacturing operations located outside of the U.S. are also subject to their national
and local laws and regulations related to environmental protection and product safety. Under the European Union's
(EU) regulations concerning the Registration, Evaluation, Authorization and Restriction of Chemicals (commonly
referred to as REACH), enacted in 2007, manufacturers within the EU and importers into the EU of certain chemical
substances are required to register and evaluate the potential impacts of those substances on human health and the
environment. Under REACH, the continued importation into the EU, manufacture and/or use of certain chemical
substances may be restricted, and manufacturers and importers of certain chemicals will be required to undertake
evaluations of those substances. The requirements of REACH are being phased in over a period of years, and
compliance is requiring and will continue to require expenditures and resource commitments. Based on information
currently available to us, we believe that compliance with these regulations will not have a material adverse effect on
us.
International accords, foreign laws and regulations, and U.S. federal, state and local laws and regulations
are increasingly being enacted to address concerns about the effects that carbon dioxide emissions and other identified
greenhouse gases (GHG) may have on the environment and climate worldwide. These effects are widely referred
to as Climate Change. Some members of the international community have taken actions in the past to address Climate
Change issues on a global basis. The 1997 international Kyoto Protocol set binding GHG emission reduction targets
for the participating industrialized countries. Members of the international community have been meeting since 2007
to negotiate a future treaty to replace the 1997 Kyoto Protocol, which was scheduled to expire at the end of 2012. In
December 2012, at the annual United Nations Climate Change Conference, an amendment was passed to extend the
Protocol to 2020, but the amendment has not entered into legal force pending acceptance by participating countries.
The EU Emissions Trading Scheme (EU ETS) enacted under the provisions of the 1997 Kyoto Protocol
requires certain listed energy-intensive industries to participate in an international cap and trade system of GHG
emission allowances. A third phase of the EU ETS started in January 2013 under Directive 2009/29/EC, which instituted
a number of program changes. EU Member States brought into force the necessary laws, regulations and administrative
provisions to comply with this EU Directive. Carbon and graphite manufacturing is still not a covered industry sector
17
in the revised Annex 1 of this Directive. However, one or more of our European manufacturing operations may be
required to comply with these provisions under a more general fuel combustion category, if their combustion units
meet the applicability levels. If subject to these provisions, one or more of our operations may be eligible to receive
free carbon dioxide emission allowances under the member state allocation program.
In 2012, the U.S., as well as Japan, Russia, Canada and New Zealand, indicated they would not join a second
Kyoto Treaty commitment period. However, it is possible that the U.S. would sign an international Climate Change
treaty or enact national Climate Change legislation in the future to reduce the quantity of national GHG emissions in
accordance with established goals and deadlines. One or more of our U.S. facilities could be covered by such new
legislation and we could incur additional compliance obligations and related expenses.
In 2009, a Final Mandatory Reporting of Greenhouse Gases Rule was issued by the U.S. EPA, which requires
facilities with specified GHG sources that emit over the annual threshold quantities to monitor and report their GHG
emissions annually. In addition, corporations that are large suppliers of petroleum products (including, by definition,
importers and exporters that exceed the annual GHG threshold quantities) must also submit an annual activity report
to the U.S. EPA. Some of our operations are covered under this Rule, and we believe that we have the necessary
administrative systems in place to comply with the requirements. Under various other foreign and U.S. state regulations,
we are currently required to report certain GHG emissions to the pertinent authorities. Furthermore, in December 2009,
the U.S. EPA issued an endangerment and cause or contribute finding for GHG, under Section202(a) of the Clean
Air Act, allowing it to issue new rules that directly regulate GHG emissions under the existing federal New Source
Review, Prevention of Significant Deterioration (PSD) and Title V Operating Permit programs. In May2010, the U.S.
EPA set GHG emissions thresholds to define when permits under these programs are required for new and existing
industrial facilities. Under these programs, new or significantly modified facilities must also use best available control
technologies to minimize GHG emissions. Therefore, we may incur future expenses to modify our air permits, implement
additional administrative and engineered controls, invest in capital improvements, and/or make changes in certain
manufacturing processes at our U.S. facilities to achieve compliance with these regulations or to expand our operations.
Based on information currently available to us, we believe that compliance with international accords, U.S.
and foreign laws and regulations concerning Climate Change which have been promulgated, or that could be
promulgated in the future, will not have a material adverse effect on us.
We have sold or closed a number of facilities that had operated solid waste management units In
most cases where we divested the properties, we have retained ownership of on-site landfills. When our landfills were
or are to be sold, we obtained or seek to obtain financial assurance we believe to be adequate to protect us from any
potential future liability associated with these landfills. When we have closed landfills, we believe that we have done
so in material compliance with applicable laws and regulations. We continue to monitor and these landfills and observe
any reporting obligations we may have with respect to them pursuant to applicable laws and regulations. To date, the
costs associated with the retained landfills have not been, and we do not anticipate that future costs will be, material
to us.
Estimates of future costs for compliance with U.S. and foreign environmental protection laws and regulations,
and for environmental liabilities, are necessarily imprecise due to numerous uncertainties, including the impact of
potential new laws and regulations, the availability and application of new and diverse technologies, the extent of
insurance coverage, the potential discovery of contaminated properties, or the identification of new hazardous
substance disposal sites at which we may be a PRP and, in the case of sites subject to Superfund and similar state
and foreign laws, the final determination of remedial requirements and the ultimate allocation of costs among the PRPs.
Subject to the inherent imprecision in estimating such future costs, but taking into consideration our experience to date
regarding environmental matters of a similar nature and facts currently known, we estimate that our costs and capital
expenditures (in each case, before adjustment for inflation) for environmental protection regulatory compliance
programs and for remedial response actions will not increase materially over the next several years.
Furthermore, we establish accruals for environmental liabilities when it is probable that a liability has been
or will be incurred, and the amount of the liability can be reasonably estimated. We adjust the accrual as new
remedial actions or other commitments are made, and when new information becomes available that changes the
prior estimates previously made.
Insurance
We maintain insurance against civil liabilities relating to personal injuries to third parties, for loss of or damage
to property, for business interruptions and for environmental matters, that provides coverage, subject to the applicable
coverage limits, deductibles and retentions, and exclusions, that we believe are appropriate upon terms and conditions
18
and for premiums that we consider fair and reasonable in the circumstances. We cannot assure you, however, that
we will not incur losses beyond the limits of or outside the coverage of our insurance.
Employees
As of December 31, 2013, we had 3,034 employees (excluding contractors), an increase of 44 employees
from December31, 2012. A total of 563 employees were in Europe (including Russia), 834 were in Mexico and Brazil,
330 were in South Africa, 1 was in Canada, 1,285 were in the U.S. and 21 were in the Asia Pacific region. As of
December 31, 2013, 1,819 of our employees were hourly employees.
As of December 31, 2013, approximately 48% of our worldwide employees were covered by collective
bargaining or similar agreements, which expire at various times in each of the next several years.As of December 31,
2013, approximately 927 employees, or 31% of our employees, were covered by agreements which expire, or are
subject to renegotiation, at various times through December 31, 2014.We believe that, in general, our relationships
with our unions are satisfactory and that we will be able to renew or extend our collective bargaining or similar agreements
on reasonable terms as they expire.We cannot assure, however, that renewed or extended agreements will be reached
without a work stoppage or strike or will be reached on terms satisfactory to us.
We have not had any material work stoppages or strikes during the past decade.
Item 1A. Risk Factors
An investment in our securities involves significant risks. You should carefully read all of the information included
in this report and carefully consider, among other matters, the following risk factors, as well as any discussed under
Item 7, Management's Discussion and Analysis of Financial Conditions and Results of Operations. If any of the
conditions or events described in the following risk factors were to occur, our business, financial condition, results of
operations or growth prospects could be affected materially and adversely. In that case, the market price of our
securities could decline and you could lose part or all of your investment.
The risks described below are not the only ones facing us. Additional risks not presently known to us, or that
we currently deem immaterial, individually or in the aggregate, may also impair our business operations.
RISKS RELATING TO US
A downturn in global economic conditions may materially adversely affect our business.
While the global recovery continues, the pace of recovery remains sluggish and uneven geographically.
Downside risks remain, including high unemployment, reduced consumer spending, high deficit spending by
governments, turbulent financial markets (particularly in the euro area), tighter monetary policies (particularly in
emerging markets). In the U.S., the uncertainty regarding government shutdowns and threatened shutdowns,
significant mandated tax increases, government debt ceiling limitations, sequestration and government spending
cuts and budget negotiations pose a serious risk for the U.S. economy and consumer confidence. In the event that
the U.S. federal government is unable to achieve a resolution of these issues there could be an adverse impact on
the U.S. economy, which could negatively impact our revenues and earnings
As more fully described under Management's Discussion and Analysis of Financial Condition and Results of
Operations, we are currently facing a challenging environment for our products, particularly our Industrial Materials
products, as a result of global economic conditions.
The International Monetary Fund reported GDP growth figures for 2013 at approximately 3.0%. We believe
that in the graphite electrode markets the capacity utilization rate was approximately 71% in 2012 and 69% in 2013.
While improved compared to 2009 levels, these lower capacity utilization rates may continue to be driven by a
challenging environment for our customers which would negatively impact demand for our Industrial Materials products
and may adversely affect our results of operations for 2014.
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We are dependent on the global steel industry and also sell products used in the transportation, semiconductor,
solar, petrochemical, electronics, and other industries which are susceptible to global and regional economic
downturns.
We sell our Industrial Materials products, which accounted for about 78% of our total net sales in 2013, primarily
to the EAF steel production industry. Many of our other products are sold primarily to the electronics, transportation,
alternative energy, and oil and gas exploration industries. These are global basic industries, and they are experiencing
various degrees of contraction, growth and consolidation. Customers in these industries are located in every major
geographic region. As a result, our customers are affected by changes in global and regional economic conditions.
This, in turn, affects overall demand and prices for our products sold to these industries. As a result of changes in
economic conditions, demand and pricing for our products sold to these industries has fluctuated and in some cases
declined significantly, which could have a material adverse effect on our results of operations.
Demand for our products sold to these industries may be adversely affected by improvements in our products
as well as in the manufacturing operations of customers, which reduce the rate of consumption or use of our products.
Our customers, including major steel producers, are experiencing and may continue to experience downturns or
financial distress that could adversely impact our ability to collect our accounts receivable or to collect them on a timely
basis.
Sales volumes and prices of our products sold to these industries are impacted by the supply/demand balance
as well as overall changes in demand, excess capacity and growth of and consolidation within, the end markets for
our products. In addition to the factors mentioned above, the supply/demand balance is affected by factors such as
business cycles, rationalization, and increases in capacity and productivity initiatives within our industry and the end
markets for our products, and certain of such factors are affected by decisions by us. Changes in the supply/demand
balance could have a material adverse effect on our results of operations.
The steel industry, in particular, has historically been highly cyclical and is affected significantly by general
economic conditions. Significant customers for the steel industry include companies in the automotive, construction,
appliance, machinery, equipment and transportation industries, all of which continue to be affected by the general
economic downturn and the deterioration in financial markets, including severely restricted liquidity and credit
availability.
In addition, a continuation of the current difficult economic conditions may lead current or potential customers
of our Engineered Solutions business to delay or reduce technology purchases or slow their adoption of new
technologies. This may result in a continued reduction, or slower rate of recovery, of sales of our Engineered Solutions
products and increased price competition, which could materially and adversely affect our financial position and results
of operations.
Our indebtedness could limit our financial and operating activities, and adversely affect our ability to incur
additional debt to fund future needs.
As of December 31, 2013, we had approximately $541.6 million of total indebtedness outstanding, including
approximately $64.0 million of secured indebtedness outstanding under the Revolving Facility, $300.0 million of Senior
Notes, and approximately $175.7 million ($200 million due at maturity in 2015) of Senior Subordinated Notes.
Additionally, at December 31, 2013, we had approximately $246.1 million of unused borrowing capacity under the
Revolving facility (after considering financial covenants restrictions and the outstanding letters of credit of approximately
$10.5 million).
. This substantial amount of indebtedness could:
require us to dedicate a substantial portion of our cash flow to the payment of principal and interest, thereby
reducing the funds available for operations and future business opportunities;
make it more difficult for us to satisfy our obligations with respect to the Senior Notes, including our
repurchase obligations;
limit our ability to borrow additional money if needed for other purposes, including working capital, capital
expenditures, debt service requirements, acquisitions and general corporate or other purposes, on
satisfactory terms or at all;
limit our ability to adjust to changing economic, business and competitive conditions;
20
place us at a competitive disadvantage with competitors who may have less indebtedness or greater
access to financing;
make us more vulnerable to an increase in interests rates, a downturn in our operating performance or a
decline in general economic conditions; and
make us more susceptible to changes in credit ratings, which could impact our ability to obtain financing
in the future and increase the cost of such financing.
If compliance with our debt obligations under the Revolving Facility materially limits our financial or operating
activities, or hinders our ability to adapt to changing industry conditions, we may lose market share, our revenue may
decline and our operating results may be negatively affected.
The terms of the Revolving Facility and the indenture governing the Senior Notes include covenants that could
restrict or limit our financial and business operations.
The Revolving Facility and the indenture governing the Senior Notes contain a number of restrictive covenants
that, subject to certain exceptions and qualifications, restrict or limit GTI's ability and the ability of GTI's subsidiaries
to, among other things:
incur, repay or refinance indebtedness;
create liens on or sell our assets;
engage in certain fundamental corporate changes or changes to our business activities;
make investments or engage in mergers or acquisitions;
engage in sale-leaseback transactions;
pay dividends or repurchase stock;
engage in certain affiliate transactions;
enter into agreements or otherwise restrict GTI's subsidiaries from making distributions or paying dividends
to the borrowers under the Revolving Facility; and
repay intercompany indebtedness owed to GTI or make distributions or pay dividends to GTI.
The Revolving Facility also contains certain affirmative covenants and requires us to comply with financial
coverage ratios regarding both our cash interest expense and our senior secured debt relative to our EBITDA (as
defined in the Revolving Facility).
These covenants and restrictions could affect our ability to operate our business, and may limit our ability to
react to market conditions or take advantage of potential business opportunities as they arise. Additionally, our ability
to comply with these covenants may be affected by events beyond our control, including general economic and credit
conditions and industry downturns.
If we fail to comply with the covenants in the Revolving Facility and are unable to obtain a waiver, or amendment,
an event of default would result, and the lenders could, among other things, declare outstanding amounts due and
payable, refuse to lend additional amounts to us, require deposit of cash collateral in respect of outstanding letters of
credit, or refuse to waive any restrictive covenants in the Revolving Facility, including the restriction which prohibits
dividends and distributions from GTI's subsidiaries to GTI to fund payment of indebtedness, including the Senior Notes,
during a default or event of default. If we were unable to repay or pay the amounts due, the lenders could, among
other things, proceed against the collateral granted to them to secure such indebtedness, which includes substantially
all of the assets of GTI and its U.S. subsidiaries and certain assets of certain of GTI's foreign subsidiaries.
Our cash flows may not be sufficient to service our indebtedness, and if we are unable to satisfy our obligations
under our indebtedness, we may be required to seek other financing alternatives, which may not be successful.
Our ability to make timely payments of principal and interest on our debt obligations, including the Senior Notes
and our obligations under the Revolving Facility, depends on our ability to generate positive cash flows from operations,
21
which is subject to general economic conditions, competitive pressures and certain financial, business and other factors
beyond our control. If our cash flows and capital resources are insufficient to make these payments, we may be
required to seek additional financing sources, reduce or delay capital expenditures, sell assets or operations or refinance
our indebtedness. These actions could have a material adverse effect on our business, financial conditions and results
of operations. In addition, we may not be able to take any of these actions, and, even if successful, these actions may
not permit us to meet our scheduled debt service obligations. Our ability to restructure or refinance the debt under
the Revolving Facility will depend on, among other things, the condition of the capital markets and our financial condition
at such time. There can be no assurance that we will be able to restructure or refinance any of our indebtedness on
commercially reasonable terms or at all. If we cannot make scheduled payments on our debt, we will be in default
and the outstanding principal and interest on our debt could be declared to be due and payable, in which case we
could be forced into bankruptcy or liquidation or required to substantially restructure or alter our business operations
or debt obligations.
Borrowings under the Revolving Facility bear interest at a variable rate, which subjects us to interest rate risk,
which could cause our debt service obligations to increase significantly.
All of our borrowings under the Revolving Facility are at variable rates of interest and expose us to interest
rate risk. If interest rates increase, our debt service obligations on this variable rate indebtedness would increase even
though the amount borrowed remained the same.
We may not be able to raise the funds necessary to finance a change of control repurchase.
Upon the occurrence of a change of control repurchase event under the indenture governing the Senior Notes,
holders of Senior Notes may require us to purchase their Senior Notes. However, it is possible that we would not have
sufficient funds at that time to make the required purchase of Senior Notes. We cannot assure you that we will have
sufficient financial resources, or will be able to arrange financing, to pay the repurchase price in cash with respect to
any Senior Notes tendered by holders for repurchase upon a change of control. Our failure to repurchase the Senior
Notes when required would result in an event of default under the indenture governing the Senior Notes which could,
in turn, constitute a default under the terms of our other indebtedness, if any.
The terms of the Revolving Facility include covenants that could restrict or limit our ability to repurchase the
Senior Notes in a change of control repurchase event.
Upon the occurrence of a change of control repurchase event under the indenture governing the Senior Notes,
holders of Senior Notes may require us to purchase their Senior Notes. The Revolving Facility contains a restrictive
covenant on the repurchase or retirement of indebtedness, which could limit or restrict our ability to make the required
repurchase of Senior Notes. If the repurchase of Senior Notes does violate covenants in the Revolving Facility and
if we are unable to obtain a waiver or amendment, an event of default would occur if we repurchased the Senior Notes,
and the lenders under the Revolving Facility could, among other things, declare outstanding amounts thereunder due
and payable, refuse to lend additional amounts to us, and require a deposit of cash collateral in respect of outstanding
letters of credit. If we were unable to repay or pay the amounts due, the lenders could, among things, proceed against
the collateral granted to them to secure such indebtedness, which includes substantially all of the assets of GTI and
GTI's U.S. subsidiaries and certain assets of certain of GTI's foreign subsidiaries.
A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may increase our
future borrowing costs and reduce our access to capital.
Any rating assigned to our debt could be lowered or withdrawn entirely by a rating agency if, in that rating
agency's judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant. Any
future lowering of our ratings likely would make it more difficult or more expensive for us to obtain additional debt
financing.
Disruptions in the capital and credit markets, which may continue indefinitely or intensify, could adversely
affect our results of operations, cash flows and financial condition, or those of our customers and suppliers.
Disruptions in the capital and credit markets may adversely impact our results of operations, cash flows and
financial condition, or those of our customers and suppliers. Disruptions in the capital and credit markets as a result
of uncertainty, changing or increased regulation, reduced alternatives or failures of significant financial institutions
could adversely affect our access to liquidity needed to conduct or expand our businesses or conduct acquisitions or
make other discretionary investments, as well as our ability to effectively hedge our currency or interest rate risks and
22
exposures. Such disruptions may also adversely impact the capital needs of our customers and suppliers, which, in
turn, could adversely affect our results of operations, cash flows and financial condition.
We are subject to risks associated with operations in multiple countries.
A substantial majority of our net sales are derived from sales outside the U.S., and a majority of our operations
and our total property, plant and equipment and other long- lived assets are located outside the U.S. As a result, we
are subject to risks associated with operating in multiple countries, including:
currency devaluations and fluctuations in currency exchange rates, including impacts of transactions in
various currencies, impact on translation of various currencies into dollars for U.S. reporting and financial
covenant compliance purposes, and impacts on results of operations due to the fact that costs of our
foreign subsidiaries are primarily incurred in local currencies while their products are primarily sold in
dollars and euros;
imposition of or increases in customs duties and other tariffs;
imposition of or increases in currency exchange controls, including imposition of or increases in limitations
on conversion of various currencies into dollars, euros, or other currencies, making of intercompany loans
by subsidiaries or remittance of dividends, interest or principal payments or other payments by subsidiaries;
imposition of or increases in revenue, income or earnings taxes and withholding and other taxes on
remittances and other payments by subsidiaries;
imposition of or increases in investment or trade restrictions by the U.S. or by non-U.S. governments or
trade sanctions adopted by the U.S.;
inability to definitively determine or satisfy legal requirements, inability to effectively enforce contract or
legal rights and inability to obtain complete financial or other information under local legal, judicial,
regulatory, disclosure and other systems; and
nationalization or expropriation of assets, and other risks which could result from a change in government
or government policy, or from other political, social or economic instability.
We cannot assure you that such risks will not have a material adverse effect on us or that we would be able
to mitigate such material adverse effects in the future.
In addition to the factors noted above, our results of operations and financial condition are affected by inflation,
deflation and stagflation in each country in which we have a manufacturing facility. We cannot assure you that future
increases in our costs will not exceed the rate of inflation or the amounts, if any, by which we may be able to increase
prices for our products.
Our ability to grow and compete effectively depends on protecting our intellectual property. Failure to protect
our intellectual property could adversely affect us.
We believe that our intellectual property, consisting primarily of patents and proprietary know-how and
information, is important to our growth. Failure to protect our intellectual property may result in the loss of the exclusive
right to use our technologies. We rely on patent, trademark, copyright and trade secret laws and confidentiality and
restricted use agreements to protect our intellectual property. Some of our intellectual property is not covered by any
patent or patent application or any such agreement.
Patents are subject to complex factual and legal considerations. Accordingly, there can be uncertainty as to
the validity, scope and enforceability of any particular patent. Therefore, we cannot assure you that:
any of the U.S. or foreign patents now or hereafter owned by us, or that third parties have licensed to us
or may in the future license to us, will not be circumvented, challenged or invalidated;
any of the U.S. or foreign patents that third parties have non-exclusively licensed to us, or may non-
exclusively license to us in the future, will not be licensed to others; or
23
any of the patents for which we have applied or may in the future apply will be issued at all or with the
breadth of claim coverage sought by us.
Moreover, patents, even if valid, only provide protection for a specified limited duration.
We cannot assure you that agreements designed to protect our proprietary know-how and information will not
be breached, that we will have adequate remedies for any such breach, or that our strategic alliance suppliers and
customers, consultants, employees or others will not assert rights to intellectual property arising out of our relationships
with them against us.
In addition, effective patent, trademark and trade secret protection may be limited, unavailable or not applied
for in the U.S. or in any of the foreign countries in which we operate.
Further, we cannot assure you that the use of our patented technology or proprietary know-how or information
does not infringe the intellectual property rights of others.
Intellectual property protection does not protect against technological obsolescence due to developments by
others or changes in customer needs.
The protection of our intellectual property rights may be achieved, in part, by prosecuting claims against others
whom we believe have misappropriated our technology or have infringed upon our intellectual property rights, as well
as by defending against misappropriation or infringement claims brought by others against us. Our involvement in
litigation to protect or defend our rights in these areas could result in a significant expense to us, adversely affect the
development of sales of the related products, and divert the efforts of our technical and management personnel,
regardless of the outcome of such litigation.
If necessary, we may seek licenses to intellectual property of others. However, we can give no assurance to
you that we will be able to obtain such licenses or that the terms of any such licenses will be acceptable to us. Our
failure to obtain a license from a third party for its intellectual property that is necessary for us to make or sell any of
our products could cause us to incur substantial liabilities and to suspend the manufacture or shipment of products or
use of processes requiring the use of such intellectual property.
Our current and former manufacturing operations are subject to increasingly stringent health, safety and
environmental requirements.
We use and generate hazardous substances in our manufacturing operations. In addition, both the properties
on which we currently operate and those on which we have ceased operations are and have been used for industrial
purposes. Further, our manufacturing operations involve risks of personal injury or death. We are subject to increasingly
stringent environmental, health and safety laws and regulations relating to our current and former properties,
neighboring properties, and our current raw materials, products, and operations. These laws and regulations provide
for substantial fines and criminal sanctions for violations and sometimes require evaluation and registration or the
installation of costly pollution control or safety equipment or costly changes in operations to limit pollution or decrease
the likelihood of injuries. It is also possible that the impact of such regulations on our suppliers could affect the availability
and cost of our raw materials. In addition, we may become subject to potential material liabilities for the investigation
and cleanup of contaminated properties, for claims alleging personal injury or property damage resulting from exposure
to or releases of hazardous substances, or for personal injury as a result of an unsafe workplace. Further, alleged
noncompliance with or stricter enforcement of, or changes in interpretations of, existing laws and regulations, adoption
of more stringent new laws and regulations, discovery of previously unknown contamination or imposition of new or
increased requirements could require us to incur costs or become the basis of new or increased liabilities that could
be material.
We may face risks related to greenhouse gas emission limitations and climate change.
There is growing scientific, political and public concern that emissions of greenhouse gases (GHG) are
altering the atmosphere in ways that are affecting, and are expected to continue to affect, the global climate. Legislators,
regulators and others, as well as many companies, are considering ways to reduce GHG emissions. GHG emissions
are regulated in the European Union via an Emissions Trading Scheme (ETS), otherwise known as a Cap and
Trade program. In the United States, environmental regulations issued in 2009 and 2010 require reporting of GHG
emissions by defined industries, activities and suppliers, and regulate GHG as a pollutant covered under the New
Source Review, Prevention of Significant Deterioration (PSD) and Title V Operating Permit programs of the Clean
24
Air Act Amendments. It is possible that some form of regulation of GHG emissions will also be forthcoming in other
countries in which we operate or market our products. Regulation of GHG emissions could impose additional costs,
both direct and indirect, on our business, and on the businesses of our customers and suppliers, such as increased
energy and insurance rates, higher taxes, new environmental compliance program expenses, including capital
improvements, environmental monitoring, and the purchase of emission credits, and other administrative costs
necessary to comply with current requirements and potential future requirements or limitations that may be imposed,
as well as other unforeseen or unknown costs. To the extent that similar requirements and limitations are not imposed
globally, such regulation may impact our ability to compete with companies located in countries that do not have such
requirements or do not impose such limitations. The company may also realize a change in competitive position relative
to industry peers, changes in prices received for products sold, and changes to profit or loss arising from increased
or decreased demand for products produced by the company. The impact of any future GHG regulatory requirements
on our global business will be dependent upon the design of the regulatory schemes that are ultimately adopted and,
as a result, we are unable to predict their significance to our operations at this point in time.
The potential physical impacts of climate change on the company's operations are uncertain and will likely be
particular to the geographic circumstances. These physical impacts may include changes in rainfall and storm patterns,
shortages of water or other natural resources, changing sea levels, and changing global average temperatures. For
instance, our Seadrift facility and our Calais facility, are located in geographic areas less than 50 feet above sea level.
As a result, any future rising sea levels could have an adverse impact on their operations and on their suppliers. Due
to these uncertainties, any future physical effects of climate change may or may not adversely affect the operations
at each of our production facilities, the availability of raw materials, the transportation of our products, the overall costs
of conducting our business, and our financial performance.
We face certain litigation and legal proceedings risks that could harm our business.
We are involved in various product liability, occupational, environmental, and other legal claims, demands,
lawsuits and other proceedings arising out of or incidental to the conduct of our business. The results of these
proceedings are difficult to predict. Moreover, many of these proceedings do not specify the relief or amount of damages
sought. Therefore, as to a number of the proceedings, we are unable to estimate the possible range of liability that
might be incurred should these proceedings be resolved against us. Certain of these matters involve types of claims
that, if resolved against us, could give rise to substantial liability, which could have a material adverse effect on our
financial position, liquidity and results of operations.
We are dependent on supplies of raw materials and energy. Our results of operations could deteriorate if that
supply is substantially disrupted for an extended period.
We purchase raw materials and energy from a variety of sources. In many cases, we purchase them under
short term contracts or on the spot market, in each case at fluctuating prices. The availability and price of raw materials
and energy may be subject to curtailment or change due to:
limitations which may be imposed under new legislation or regulation;
supplier's allocations to meet demand of other purchasers during periods of shortage (or, in the case of
energy suppliers, extended cold weather);
interruptions or cessations in production by suppliers, and
market and other events and conditions.
Petroleum and coal products, including decant oil, petroleum coke and pitch, our principal raw materials, and
energy, particularly natural gas, have been subject to significant price fluctuations.
We have in the past entered into, and may continue in the future to enter into, derivative contracts and short
duration fixed rate purchase contracts to effectively fix a portion of our exposure to certain products.
A substantial increase in raw material or energy prices which cannot be mitigated or passed on to customers
or a continued interruption in supply, particularly in the supply of decant oil, petroleum coke or energy, would have a
material adverse effect on us.
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Seadrift could be impacted by a reduction in the availability of low sulfur decant oil or an increase in the pricing
of needle coke feedstocks.
Seadrift uses low sulfur decant oil in the manufacture of needle coke. There is no assurance that Seadrift will
always be able to obtain an adequate quantity of suitable feedstocks or that capital would be available to install
equipment to allow for utilization of higher sulfur decant oil, which is more readily available in the United States, in the
event that suppliers of lower sulfur decant oil were to become more limited in the future.Seadrift purchases
approximately 1.5 million barrels of low sulfur decant oil annually. The prices paid by Seadrift for such feedstocks are
governed by the market for heavy fuel oils, which prices can fluctuate widely for various reasons including, among
other things, worldwide oil shortages and cold winter weather. Seadrift's needle coke is used in the manufacture of
graphite electrodes, the price of which is subject to rigorous industry competition thus restricting Seadrift's ability to
pass through raw material price increases.
We engage in acquisitions and may encounter unexpected difficulties identifying, pricing or integrating these
businesses.
We have pursued growth, in part, through strategic acquisitions that are intended to complement or expand
our businesses, and expect to continue to do so in the future. The success of this strategy will depend on our ability
to identify, price, finance and complete these transactions. Success will also depend on our ability to integrate the
businesses acquired in these transactions. We may encounter unexpected difficulties in completing and integrating
acquisitions with our existing operations, and in managing strategic investments. Furthermore, we may not realize the
degree, or timing, of benefits we anticipated when we first entered into a transaction. Any of the foregoing could
adversely affect our financial position, liquidity and results of operations.
We have significant goodwill on our balance sheet that is sensitive to changes in the market which could
result in impairment charges.
Our annual impairment test of goodwill was performed in the fourth quarter. The estimated fair values of our
reporting units were based on discounted cash flow models derived from internal earnings forecasts and assumptions.
The assumptions and estimates used in these valuations incorporated the current and expected economic environment.
Our model was based on our internally developed forecast and based on these valuations, the fair value substantially
exceeded our net asset value. In addition, to the quantitative analysis, we have qualitatively assessed our reporting
units and we believe that the quantitative analysis supporting the fair value in excess of the carrying value is appropriate.
However, a further deterioration in the global economic environment or in any of the input assumptions in our calculation
could adversely affect the fair value of our reporting units and result in an impairment of some or all of the goodwill on
the balance sheet. See Item 7 "Management's Discussion and Analysis of Financial Conditions and Results of
Operations-Critical Accounting Policies" for further information regarding goodwill.
Our results of operations could deteriorate if our manufacturing operations were substantially disrupted for
an extended period.
Our manufacturing operations are subject to disruption due to extreme weather conditions, floods, hurricanes
and tropical storms and similar events, major industrial accidents, cybersecurity attacks, strikes and lockouts, adoption
of new laws or regulations, changes in interpretations of existing laws or regulations or changes in governmental
enforcement policies, civil disruption, riots, terrorist attacks, war, and other events. We cannot assure you that no such
events will occur. If such an event occurs, it could have a material adverse effect on us.
We have non-dollar-denominated intercompany loans and have had in the past, and may in the future have,
foreign currency financial instruments and interest rate swaps and caps. The related gains and losses have
in the past been, and may in the future be, significant.
As part of our cash management, we have non-dollar denominated intercompany loans between our
subsidiaries. These loans are deemed to be temporary and, as a result, remeasurement gains and losses on these
loans are recorded as currency gains / losses in other income (expense), net, on the Consolidated Statements of
Income.
Additionally, we have in the past entered into, and may in the future enter into, interest rate swaps and caps
to attempt to manage interest rate expense. We have also in the past entered into, and may in the future enter into,
foreign currency financial instruments to attempt to hedge global currency exposures. We may purchase or sell these
financial instruments, and open and close hedges or other positions, at any time. Changes in currency exchange rates
26
or interest rates have in the past resulted, and may in the future result, in significant gains or losses with respect
thereto. These instruments are marked-to-market monthly and gains and losses thereon are recorded in Other
Comprehensive Income in the Consolidated Balance Sheets.
There may be volatility in our results of operations between quarters.
Sales of our products fluctuate from quarter to quarter due to such factors as changes in economic conditions,
changes in competitive conditions, scheduled plant shutdowns by customers, national vacation practices, changes in
customer production schedules in response to seasonal changes in energy costs, weather conditions, strikes and work
stoppages at customer plants and changes in customer order patterns including those in response to the announcement
of price increases or price adjustments. We have experienced, and expect to continue to experience, volatility with
respect to demand for and prices of our industrial material products, specifically graphite electrodes, both globally and
regionally. We have also experienced volatility with respect to prices of raw materials and energy, and we expect to
experience volatility in such prices in the future. Accordingly, results of operations for any quarter are not necessarily
indicative of the results of operations for a full year.
The graphite and carbon industry is highly competitive. Our market share, net sales or net income could
decline due to vigorous price and other competition.
Competition in the graphite and carbon products industry (other than, generally, with respect to new products)
is based primarily on price, product differentiation and quality, delivery reliability, and customer service. Electrodes, in
particular, are subject to rigorous price competition. In such a competitive market, changes in market conditions,
including customer demand and technological development, could adversely affect our competitiveness, sales and/
or profitability.
Competition with respect to new products is, and is expected to be, generally based primarily on product
innovation, price, performance and cost effectiveness as well as customer service.
Competition could prevent implementation of price increases, require price reductions or require increased
spending on research and development, marketing and sales that could adversely affect us.
We have significant deferred income tax assets in multiple jurisdictions, and we may not be able to realize
any benefits from those assets.
At December31, 2013 we had $153.9 million of gross deferred income tax assets, of which $20.4 million
required a valuation allowance. In addition, we had $138.7 million of gross deferred income tax liabilities. Our valuation
allowance means that we do not believe that these assets are more likely than not to be realized. Until we determine
that it is more likely than not that we will generate sufficient taxable income to realize our deferred income tax assets,
income tax benefits in each current period will be fully reserved.
Our valuation allowance, which is predominantly in the U.S. tax jurisdiction, does not affect our ability and
intent to utilize the deferred income tax assets as we generate sufficient future profitability. We are executing current
strategies and developing future strategies, to improve sales, reduce costs and improve our capital structure in order
to improve U.S. taxable income of the appropriate character to a level sufficient to fully realize these benefits in future
years.
RISKS RELATING TO OUR SECURITIES
GTI is a holding company and all of its operations are conducted through its subsidiaries.
GTI is a holding company and derives substantially all of its cash flow from its subsidiaries. Since GTI's
operations are conducted through its subsidiaries, its cash flow and its consequent ability to service its indebtedness,
including the Senior Notes, is dependent upon the earnings of its subsidiaries and the distribution of those earnings
to GTI or upon the payments of funds by those subsidiaries to GTI or the repayment of intercompany indebtedness
owed to GTI. GTI's subsidiaries are separate and distinct legal entities with trade payables and other liabilities. In
addition to any statutory restrictions, the payment of dividends and the making of distributions and the making of loans
and advances to GTI by its subsidiaries are subject to contractual restrictions provided in the Revolving Facility. In
addition, any right GTI may have to receive assets of any of its subsidiaries upon their liquidation or reorganization
(and the consequent right of the holders of the Senior Notes to participate in those assets) is effectively subordinated
to the claims of such subsidiary's creditors, including trade creditors.
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The Senior Notes are structurally subordinated to all of the existing and future liabilities, including trade
payables, of GTI's subsidiaries that are not, or do not become, guarantors of the Senior Notes.
The Senior Notes are not guaranteed by all of GTI's subsidiaries or any of GTI's foreign subsidiaries. The
Senior Notes are therefore structurally subordinated to all of the existing and future liabilities, including trade payables,
of any non-guarantor subsidiary such that, in the event of an insolvency, liquidation, reorganization, dissolution or other
winding up of any such subsidiary, all of such subsidiary's creditors (including trade creditors and preferred stockholders,
if any) would be entitled to payment in full out of such subsidiary's assets before the holders of the Senior Notes would
be entitled to any payment.
As of December 31, 2013, GTI's subsidiaries that are not guarantors of the Senior Notes had total liabilities,
including trade payables (but excluding intercompany liabilities), of approximately $226.8 million or 25% of our total
liabilities, and total assets (excluding intercompany receivables) of approximately $1,074.9 million, or 48% of our total
assets. In addition, for the year ended December 31, 2013, our subsidiaries that are not guarantors of the Senior
Notes generated approximately $697.6 million, or 60%, of our consolidated revenues and approximately $53.4 million
of our consolidated operating loss of $2.6 million.
Under certain circumstances, subsidiary guarantees may be released.
Those subsidiaries that provide guarantees of the Senior Notes will be released from such 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 subsidiary guarantor;
the sale or other disposition, including by way of merger or consolidation or the sale of its capital stock
following which such subsidiary guarantor is no longer a subsidiary of the Company; or
GTI's exercise of its legal defeasance option or its covenant defeasance option as described in the indenture
applicable to the Senior Notes.
If any such subsidiary guarantee is released, no holder of the Senior Notes will have a claim as a creditor
against any such subsidiary and the indebtedness and other liabilities, including trade payables and preferred stock,
if any, of such subsidiary will be effectively senior to the claim or any holders of the Senior Notes.
We may incur substantially more debt ranking senior or equal in right of payment with the Senior Notes,
including secured debt, which would increase the risks described herein.
The agreements relating to our debt, including the Revolving Facility, limit but do not prohibit our ability to incur
additional debt, and the amount of debt that we could incur could be substantial. Accordingly, we could incur significant
additional debt in the future, including additional debt under the Revolving Facility. Much of this additional debt could
constitute secured debt, to which the Senior Notes would be effectively subordinated to the extent of the value of the
collateral securing such debt (the collateral securing the Revolving Facility consists of substantially all of the assets
of GTI and its U.S. subsidiaries and certain assets of certain of GTI's foreign subsidiaries). At December 31, 2013,
approximately $246.1 million of unused borrowing capacity under the Revolving facility (after considering financial
covenants restrictions and the outstanding letters of credit of approximately $10.5million). In addition, if we form or
acquire any subsidiaries in the future, those subsidiaries also could incur debt, which debt would be effectively senior
to the Senior Notes if those subsidiaries are not required to guarantee the Senior Notes. If new debt is added to our
current debt levels, the related risks that we now face could intensify.
In addition, certain types of liabilities are not considered Indebtedness under the Revolving Facility, and the
Revolving Facility does not impose any limitation on the amount of liabilities incurred by the subsidiaries, if any, that
might be designated as unrestricted subsidiaries.
Additionally, our Senior Subordinated Notes provide that they will be subordinated to certain indebtedness
incurred by us so long as, on the date we incur such debt and after giving effect thereto, our leverage ratio (as defined
therein) is below 4.00 to 1.00. As a result, our Senior Subordinated Notes will not be subordinated to any indebtedness
if, as a result of its incurrence, our leverage ratio exceeds 4.00 to 1.00. In addition, to the extent that we grant a security
interest to secure any such indebtedness, our Senior Subordinated Notes must be equally and ratably secured with
such indebtedness. After giving effect to the offering of the Senior Notes and the use of proceeds therefrom our
leverage ratio was below 4.00 to 1.00. As a result, the Senior Subordinated Notes are subordinated to the Senior
28
Notes. In addition, the indenture governing the Senior Notes provides that neither we, nor any of our subsidiaries,
may grant a security interest for the benefit of the holders of the Senior Subordinated Notes unless we or the applicable
subsidiary equally and ratably secure the Senior Notes.
The ability of holders of Senior Notes to require us to repurchase Senior Notes as a result of a disposition of
substantially all of our assets may be uncertain.
The definition of change of control in the indenture governing the Senior Notes includes a phrase relating to
the sale of all or substantially all of our assets. Although there is a limited body of case law interpreting the phrase
substantially all, there is no precise established definition of such phrase under applicable law. Accordingly, the ability
of a holder of Senior Notes to require us to repurchase its Senior Notes as a result of a sale or other disposition of
less than all of our assets to another person or group may be uncertain.
If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the
Senior Notes.
Any default under the agreements governing our indebtedness, including a default under the Revolving Facility,
that is not waived by the required lenders, and the remedies sought by the holders of such indebtedness, could prevent
us from paying principal, premium, if any, and interest on the Senior Notes and substantially decrease the market value
of the Senior Notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary
to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to
comply with the various covenants, including financial and operating covenants in the instruments governing our
indebtedness (including covenants in the Revolving Facility and the indenture that governs the Senior Notes), we could
be in default under the terms of the agreements governing such indebtedness, including the Revolving Facility and
the indenture governing the Senior Notes. In the event of such default:
the holders of such indebtedness may be able to cause all of our available cash flow to be used to pay
such indebtedness and, in any event, could elect to declare all the funds borrowed thereunder to be due
and payable, together with accrued and unpaid interest;
the lenders under the Revolving Facility could elect to terminate their commitments thereunder, cease
making further loans and institute foreclosure proceedings against our assets; and
we could be forced into bankruptcy or liquidation.
Upon any such bankruptcy filing, we would be stayed from making any ongoing payments on the Senior Notes,
and the holders of the Senior Notes would not be entitled to receive post-petition interest or applicable fees, costs or
charges, or any adequate protection under Title 11 of the United States Code (the Bankruptcy Code). Furthermore,
if a bankruptcy case were to be commenced under the Bankruptcy Code, we could be subject to claims, with respect
to any payments made within 90 days prior to commencement of such a case, that we were insolvent at the time any
such payments were made and that all or a portion of such payments, which could include repayments of amounts
due under the Senior Notes, might be deemed to constitute a preference, under the Bankruptcy Code, and that such
payments should be voided by the bankruptcy court and recovered from the recipients for the benefit of the entire
bankruptcy estate. Also, in the event that we were to become a debtor in a bankruptcy case seeking reorganization
or other relief under the Bankruptcy Code, a delay and/or substantial reduction in payment under the Senior Notes
may otherwise occur. If our operating performance declines, we may in the future need to obtain waivers from the
required lenders under the Revolving Facility to avoid being in default. If we breach our covenants under the Revolving
Facility and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would
be in default under the Revolving Facility, the lenders could exercise their rights, as described above, and we could
be forced into bankruptcy or liquidation.
Federal and state statutes could allow a court to void the Senior Notes or any of our subsidiaries' guarantees
of the Senior Notes under fraudulent transfer laws and require noteholders to return payments received by
us or the subsidiary guarantors to us or the subsidiary guarantors or to fund for the benefit of their respective
creditors or subordinate the Senior Notes or the guarantees to other claims of us or the subsidiary guarantors.
Under the federal bankruptcy laws and comparable provisions of state fraudulent transfer laws, the Senior
Notes or any of the guarantees thereof could be voided, or claims with respect to the Senior Notes or any of the
guarantees could be subordinated to all other debts of GTI or the subsidiary guarantors. In addition, a bankruptcy court
could void (i.e., cancel) any payments by GTI or the subsidiary guarantors pursuant to their guarantees and require
29
those payments to be returned to GTI or the subsidiary guarantors or to a fund for the benefit of us or their respective
creditors, or subordinate the Senior Notes or the guarantees to other claims of GTI or the subsidiary guarantors. The
bankruptcy court might take these actions if it found, among other things, that GTI or the applicable subsidiary guarantor:
received less than reasonably equivalent value or fair consideration for the issuance of the Senior Notes
or the incurrence of its guarantee; and
was (or was rendered) insolvent by such issuance or such incurrence;
was engaged or about to engage in a business or transaction for which its assets constituted unreasonably
small capital to carry on its business;
intended to incur, or believed that it would incur, obligations beyond its ability to pay as the obligations
matured; or
was a defendant in an action for money damages, or had a judgment for money damages docketed against
it and, in either case, after final judgment, the judgment was unsatisfied.
A court would likely find that GTI or a subsidiary guarantor received less than fair consideration or reasonably
equivalent value for the Senior Notes or its guarantee to the extent that it did not receive direct or indirect substantial
benefit from the issuance of the Senior Notes or the incurrence of the guarantee. A court could also void the Senior
Notes or any guarantee if it found that GTI or the subsidiary guarantor issued the Senior Notes or incurred the guarantee
with actual intent to hinder, delay, or defraud any present or future creditors. Although courts in different jurisdictions
measure solvency differently, in general, an entity would be deemed insolvent if the sum of its debts, including contingent
and unliquidated debts, exceeds the fair value of its assets or if the present fair saleable value of its assets is less than
the amount that would be required to pay the expected liability on its debts, including contingent and unliquidated
debts, as they become due. We cannot predict what standard a court would apply in order to determine whether any
of the Issuer or a subsidiary guarantor was insolvent as of the relevant date or whether, regardless of the method of
valuation, a court would determine that the subsidiary guarantor was insolvent on that date, or whether a court would
determine that the payments thereunder constituted fraudulent transfers or conveyances on other grounds. If the
issuance of the Senior Notes or the incurrence of the guarantee is deemed to be a fraudulent transfer, it could be
voided altogether, or it could be subordinated to all other debts of GTI or the subsidiary guarantor, as applicable. In
such case, any payment by GTI or the applicable subsidiary guarantor pursuant to the Senior Notes or its guarantee
could be required to be returned to us or the applicable subsidiary guarantor or to a fund for the benefit of our or their
respective creditors. Moreover, in such a case a court could subordinate the Senior Notes or guarantees to other
claims of us or the subsidiary guarantor. If a guarantee is voided or held unenforceable for any other reason, holders
of the Senior Notes would cease to have a claim against the subsidiary guarantor based on the guarantee and would
be creditors only of GTI and any subsidiary guarantor whose guarantee was not similarly voided or otherwise held
unenforceable.
Each guarantee will contain a provision intended to limit the subsidiary guarantor's liability to the maximum
amount that it could incur without rendering the incurrence of obligations under its guarantee a fraudulent transfer.
This provision may not be effective to protect the guarantees from being voided or subordinated under fraudulent
transfer or conveyance law.
To the extent that outstanding options to purchase shares of our common stock are exercised or other equity
awards are granted under our incentive plans, the ownership interests of our other stockholders will be diluted.
We have issued in the past, and expect to issue in the future, stock options, restricted stock units and
performance share award units to directors, executive officers and other key employees under our 2005 Long-Term
Equity Incentive Plan and other benefit plans. Other holders of our common stock may experience dilution upon the
exercise of options to purchase shares of our common stock, or the issuance of future equity awards, granted under
these equity incentive plans. Many of these awards vest upon the occurrence of events constituting a change of
control, as defined under the relevant plan documents.
Our stock price may be volatile due to the nature of our business as well as the nature of the securities markets,
which could affect the value of an investment in our common stock.
Companies that have experienced volatility in the market price of their stock have been the subject of securities
class action litigation which involves substantial costs and a diversion of those companies' management's attention
30
and resources. Many factors may cause the market price for our common stock to decline or fluctuate, perhaps
substantially, including:
failure of net sales, results of operations or cash flows from operations to meet the expectations of securities
analysts or investors;
recording of additional restructuring, impairment or other charges or costs;
downward revisions in revenue, earnings or cash flow estimates of securities analysts;
downward revisions or announcements that indicate possible downward revisions in the ratings on debt
instruments that we may have outstanding from time to time, if any;
speculation in the press or investor perception concerning our industry or our prospects; and
changes in general capital market conditions.
Forward Looking Statements
Forward Looking Statements and Risks. This Report contains forward looking statements. In addition, we or
our representatives have made or may make forward looking statements on telephone or conference calls, by webcasts
or emails, in person, in presentations or written materials, or otherwise. These include statements about such matters
as future, targeted or expected (or the impact of current, future, expected or targeted): operational and financial
performance; changes in production capacity in our operations and our competitors' or customers' operations and the
utilization rates of that capacity; growth rates for, prices and sales of, and demand for, our products and our customers'
products; costs of materials and production, including increases or decreases therein, our ability to pass on any such
increases in our product prices or surcharges thereon, or customer or market demand to reduce our prices due to
such decreases; changes in customer order patterns due to changes in economic conditions; productivity, business
process and operational initiatives; our position in markets we serve; financing and refinancing activities; investments
and acquisitions and the performance of the businesses underlying such acquisitions and investments; employment
and contributions of key personnel; employee relations and collective bargaining agreements covering many of our
operations; tax rates; capital expenditures; nature and timing of restructuring charges and payments; stock repurchase
activities; supply chain management; customer and supplier contractual provisions and related opportunities and
issues; competitive activities; strategic plans, intiatives and business projects; regional and global economic and
industry market conditions, the timing and magnitude of changes in such conditions; interest rate management activities;
currency rate management activities; deleveraging activities; rationalization, restructuring, realignment, strategic
alliance, raw material and supply chain, technology development and collaboration, investment, acquisition, venture,
operational, tax, financial and capital projects; legal proceedings, contingencies, and environmental compliance
including any regulatory initiatives with respect to greenhouse gas emissions; consulting projects; shareholder actions;
potential offerings, sales and other actions regarding debt or equity securities of us or our subsidiaries; circumstances
affecting investor relations; and costs, working capital, revenues, business opportunities, debt levels, cash flows, cost
savings and reductions, margins, earnings and growth. The words will, may, plan, estimate, project,
believe, anticipate, expect, intend, should, would, could, target, goal, continue to,
positioned to and similar expressions, or the negatives thereof, identify some of these statements.
Our expectations and targets are not predictors of actual performance and historically our performance has
deviated, often significantly, from our expectations and targets. Actual future events and circumstances (including
future results and trends) could differ materially, positively or negatively, from those set forth in these statements due
to various factors. These factors include:
the possibility that additions to capacity for producing EAF steel, increases in overall EAF steel production
capacity, and increases or other changes in steel production may not occur or may not occur at the rates that
we anticipate or may not be as geographically disbursed as we anticipate;
the possibility that increases or decreases in graphite electrode manufacturing capacity (including growth by
producers in developing countries), competitive pressures (including changes in, and the mix, distribution, and
pricing of, competitive products), reduction in specific consumption rates, increases or decreases in customer
inventory levels, or other changes in the graphite electrode markets may occur, which may impact demand for,
31
prices or unit and dollar volume sales of graphite electrodes and growth or profitability of our graphite electrodes
business;
the possible failure of changes in EAF steel production or graphite electrode production to result in stable or
increased, or offset decreases in, graphite electrode demand, prices, or sales volume;
the possibility that a determination that we have failed to comply with one or more export controls or trade
sanctions to which we are subject with respect to products or technology exported from the United States or
other jurisdictions could result in civil or criminal penalties, denial of export privileges and loss of revenues from
certain customers;
the possibility that, for all of our product lines, capital improvement and expansion in our customers' operations
and increases in demand for their products may not occur or may not occur at the rates that we anticipate or
the demand for their products may decline, which may affect their demand for the products we sell or supply to
them;
the possibility that continued global consolidation of the world's largest steel producers could impact our business
or industry;
the possibility that average graphite electrode revenue per metric ton in the future may be different than current
spot or market prices due to changes in product mix, changes in currency exchange rates, changes in competitive
market conditions or other factors;
the possibility that price increases, adjustments or surcharges may not be realized or that price decreases may
occur;
the possibility that current challenging economic conditions and economic demand reduction may continue to
impact our revenues and costs;
the possibility that U.S. monetary or fiscal policy may adversely affect global economic activity and demand for
our products;
the possibility that the European debt crisis could cause the value of the euro to deteriorate, reducing the
purchasing power of European customers and could contribute to further instability in global credit markets and
reduce demand for our products;
the possibility that potential future cuts in defense spending by the United States government as a part of efforts
to reduce federal budget deficits could reduce demand for certain of our products and revenue;
the possibility that decreases in prices for energy and raw materials may lead to downward pressure on prices
for our products and delays in customer orders for our products as customers anticipate possible future lower
prices;
the possibility that current economic disruptions may result in idling or permanent closing of blast furnace capacity
or delay of blast furnace capacity additions or replacements which may affect demand and prices for our refractory
products;
the possibility that economic conditions may cause customers to seek to delay or cancel orders and that we
may not be able to correspondingly reduce production costs or delay or cancel raw material purchase
commitments;
the possibility that economic, political and other risks associated with operating globally, including national and
international conflicts, terrorist acts, political and economic instability, civil unrest, and natural or nuclear calamities
might interfere with our supply chains, customers or activities in a particular location;
the possibility that reductions in customers' production, increases in competitors' capacity, competitive pressures,
or other changes in other markets we serve may occur, which may impact demand for, prices of or unit and
dollar volume sales of, our other products, or growth or profitability of our other product lines, or change our
position in such markets;
32
the possibility that we will not be able to hire and retain key personnel, maintain appropriate relations with unions,
associations and employees or to renew or extend our collective bargaining or similar agreements on reasonable
terms as they expire or do so without a work stoppage or strike;
the possibility that an adverse determination in litigation pending in Brazil involving disputes related to the proper
interpretation of certain collectively bargained wage increase provisions applicable to both us and other employers
in the Bahia region might result in the filing of claims against our Brazilian subsidiary;
the possibility of delays in or failure to achieve successful development and commercialization of new or improved
Engineered Solutions or that such solutions could be subsequently displaced by other products or technologies;
the possibility that we will fail to develop new customers or applications for our Engineered Solutions products;
the possibility that our manufacturing capabilities may not be sufficient or that we may experience delays in
expanding or fail to expand our manufacturing capacity to meet demand for existing, new or improved products;
the possibility that we may propose acquisitions or divestitures in the future, that we may not complete the
acquisitions or divestitures, and that investments and acquisitions that we may make in the future may not be
successfully integrated into our business or provide the performance or returns expected;
the possibility that challenging conditions or changes in the capital markets will limit our ability to obtain financing
for growth and other initiatives, on acceptable terms or at all;
the possibility that conditions or changes in the global equity markets may have a material impact on our future
pension funding obligations and liabilities on our balance sheet;
the possibility that the amount or timing of our anticipated capital expenditures may be limited by our financial
resources or financing arrangements or that our ability to complete capital projects may not occur timely enough
to adapt to changes in market conditions or changes in regulatory requirements;
the possibility that the actual outcome of uncertainties associated with assumptions and estimates using judgment
when applying critical accounting policies and preparing financial statements may have a material impact on
our results of operations or financial position;
the possibility that we may be unable to protect our intellectual property or may infringe the intellectual property
rights of others, resulting in damages, limitations on our ability to produce or sell products or limitations on our
ability to prevent others from using that intellectual property to produce or sell products;
the occurrence of unanticipated events or circumstances or changing interpretations and enforcement agendas
relating to legal proceedings or compliance programs;
the occurrence of unanticipated events or circumstances or changing interpretations and enforcement agendas
relating to health, safety or environmental compliance or remediation obligations or liabilities to third parties or
relating to labor relations;
the possibility that new or expanded regulatory initiatives with respect to greenhouse gas emissions could
increase the capital intensive nature of our business and add to our costs of production;
the possibility that our provision for income taxes and effective income tax rate or cash tax rate may fluctuate
significantly due to (i) changes in applicable tax rates or laws, (ii) changes in the sources of our income, (iii)
changes in tax planning, (iv) new or changing interpretations of applicable regulations, (v) changes in profitability,
(vi) changes in our estimate of our future ability to use foreign tax credits, and (vii) other factors;
the possibility of changes in interest or currency exchange rates or in inflation or deflation;
the possibility that our outlook could be significantly impacted by, among other things, developments in North
Africa, the Middle East, North Korea, and other areas of concern, the occurrence of further terrorist acts and
developments resulting from the war on terrorism;
33
the possibility that interruption in our major raw material, energy or utility supplies due to, among other things,
natural or nuclear disasters, process interruptions, actions by producers and capacity limitations, may adversely
affect our ability to manufacture and supply our products or result in higher costs;
the possibility that the magnitude of changes in the cost of major raw materials, energy or utility suppliers by
reason of shortages, changes in market pricing, pricing terms in applicable supply contracts, or other events
may adversely affect our ability to manufacture and supply our products or result in higher costs;
the possibility of interruptions in production at our facilities due to, among other things, critical equipment failure,
which may adversely affect our ability to manufacture and supply our products or result in higher costs;
the possibility that we may not achieve the earnings or other financial or operational metrics that we provide as
guidance from time to time;
the possibility that the anticipated benefits from restructurings and other cost savings initiatives may be delayed
or may not occur, may vary in cost or may result in unanticipated disruptions;
the possibility of security breaches affecting our information technology systems;
the possibility that our disclosure or internal controls may become inadequate because of changes in conditions
or personnel or that those controls may not operate effectively and may not prevent or detect misstatements or
errors;
the amount, prices and timing of purchases, if any, of shares purchased pursuant to our share repurchase
program;
the possibility that severe economic conditions may adversely affect our business, liquidity or capital resources;
the possibility that delays may occur in the financial statement closing process;
the possibility of changes in performance that may affect financial covenant compliance or funds available for
borrowing; and
other risks and uncertainties, including those described elsewhere in this Report or our other SEC filings, as
well as future decisions by us.
Occurrence of any of the events or circumstance described above could also have a material adverse effect
on our business, financial condition, results of operations or cash flows or the market price of our common stock.
No assurance can be given that any future transaction about which forward looking statements may be made
will be completed or as to the timing or terms of any such transaction.
All subsequent written and oral forward looking statements by or attributable to us or persons acting on our
behalf are expressly qualified in their entirety by these factors. Except as otherwise required to be disclosed in periodic
reports required to be filed by public companies with the SEC pursuant to the SEC's rules, we have no duty to update
these statements.
Item 1B. Unresolved Staff Comments
Not applicable.
34
Item 2. Properties
We currently operate the following facilities, which are owned or leased as indicated.
Location of Facility Primary Use
Owned
or
Leased
U.S.
Biddeford, Maine (2 facilities) Advanced Composite Materials Manufacturing (both) Owned
(both)
Presque Isle, Maine Advanced Composite Materials Manufacturing Leased
Columbus, Ohio Advanced Composite Materials Warehousing Facility Owned
Parma, Ohio Corporate Headquarters, Technology Center, Testing Facility, Pilot Plant, Advanced
Flexible Graphite Manufacturing Facility and Sales Office
Owned
Lakewood, Ohio Advanced Electronics Technologies Manufacturing Facility and Sales Office Owned
Sharon Center, Ohio Advanced Electronics Technologies Manufacturing Facility Owned
Emporium, Pennsylvania Advanced Graphite Materials Manufacturing Owned
St. Marys, Pennsylvania Graphite Electrode Manufacturing Facility Owned
Columbia, Tennessee Advanced Graphite Materials and Refractory Products Manufacturing,
Warehousing Facility and Sales Office
Owned
Lawrenceburg, Tennessee Refractory Products Manufacturing Facility Owned
Port Lavaca, Texas Needle Coke Manufacturing Facility Owned
Clarksburg, West Virginia Advanced Graphite Materials Manufacturing Facility, Machine Shop and Sales
Office
Owned
Europe
Calais, France Graphite Electrode Manufacturing Facility Owned
Notre Dame, France Advanced Graphite Materials Machine Shop and Sales Office Owned
Malonno, Italy Advanced Graphite Materials Manufacturing and Machine Shop and Sales Office Owned
Moscow, Russia Sales Office Leased
Vyazma, Russia Graphite Electrode Machine Shop Leased
Pamplona, Spain Graphite Electrode Manufacturing Facility and Sales Office Owned
Bussigny, Switzerland Sales Office Leased
Other International
Salvador Bahia, Brazil Graphite Electrode Manufacturing Facility Owned
Sao Paulo, Brazil Sales Office Leased
Beijing, China Sales Office Leased
Hong Kong, China Sales Office Leased
Shanghai, China Sales Office Leased
Monterrey, Mexico Graphite Electrode Manufacturing Facility and Sales Office Owned
Meyerton, South Africa Graphite Electrode Manufacturing Facility and Sales Office Owned
On October 31, 2013, we announced a rationalization plan which will reduce our manufacturing facilities and
graphite electrode capacity. This plan will close our graphite manufacturing facilities in Brazil and South Africa, as well as
our machine shop in Russia. See Note 2 to the financial statements for a full discussion of the rationalization plan. Other
than the assets discussed therein, we believe that our facilities, which are of varying ages and types of construction, are
in good condition, are suitable for our operations and generally provide sufficient capacity to meet our requirements for
the foreseeable future.

35
Item 3. Legal Proceedings
We are involved in various investigations, lawsuits, claims, demands, environmental compliance programs,
labor disputes and other legal proceedings arising out of or incidental to the conduct of our business. While it is not
possible to determine the ultimate disposition of each of these matters and proceedings, we do not believe that their
ultimate disposition will have a material adverse effect on our financial position, results of operations or cash flows.
There is litigation pending in Brazil involving disputes arising out of the interpretation of certain collectively
bargained wage increase provisions applicable in 1989 and 1990 to employers (including our subsidiary in Brazil) in
the Bahia region of Brazil. We are not currently party to any of the litigation involving the interpretation of the wage
increase provisions at issue; however, companies in Brazil have recently settled claims arising out of these provisions.
While the most recent ruling on the subject by the Supreme Court of Brazil has held that such provisions are not
enforceable, and thus employers are not liable for the wage increases claimed on behalf of employees, further
proceedings are pending seeking to reverse that ruling and there have been changes in the composition of the Supreme
Court in the interim. While we cannot predict the outcome of the pending proceedings, if the Supreme Court reverses
its prior decision and declares the wage increase provisions enforceable, claims could be filed against our Brazilian
subsidiary which could become substantial.
Item 4. Mine Safety Disclosures
Not applicable.
36
PART II
Item 5. Market for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.
Market Information
Our common stock is listed on the NYSE under the trading symbol GTI. Our common stock is included in
the Russell 1000 Index. The closing sale price of our common stock was $11.23 December31, 2013, the last trading
day of our most recent fiscal year. The following table sets forth, for the periods indicated, the high and low closing
sales price per share for our common stock as reported by the NYSE.
High Low
2012
First Quarter $ 17.63 $ 11.60
Second Quarter 12.16 9.01
Third Quarter 11.43 8.58
Fourth Quarter 11.01 8.47
2013
First Quarter $ 10.10 $ 6.49
Second Quarter 8.47 6.87
Third Quarter 8.84 6.94
Fourth Quarter 11.56 8.01
As of December31, 2013, there were 210 holders of record of our common stock and, we estimate 22,098
beneficial owners.
Dividend Policies and Restrictions
It is the current policy of our Board of Directors to retain earnings to finance strategic and other plans and
programs, conduct business operations, fund acquisitions, meet obligations and repay debt. Any declaration and
payment of cash dividends or repurchases of common stock will be subject to the discretion of our Board of Directors
and will be dependent upon our financial condition, results of operations, cash requirements and future prospects, the
limitations contained in the Revolving Facility and other factors deemed relevant by our Board of Directors. We did
not pay any cash dividends in 2012 or 2013. We periodically review our dividend policy. At the present time, there are
no plans for paying cash dividends in the near future.
GTI is a holding company that derives substantially all of its cash flow from issuances of its securities and
the cash flows of its subsidiaries. Accordingly, GTIs ability to pay dividends or repurchase common stock from cash
flow from sources other than issuance of its securities is dependent upon the cash flows of its subsidiaries and the
advance or distribution of those cash flows to GTI.
Under the Revolving Facility, in general, GTI is permitted to pay dividends and repurchase our common stock
equal to 50% of the consolidated net income in the prior year, plus GTI is permitted to pay dividends or repurchase
our common stock up to $75 million aggregate amount (cumulative from October 2011) or up to $500 million, if certain
leverage ratio requirements are satisfied.
Repurchases
On July 24, 2012, our Board of Directors authorized a repurchase program for up to ten million shares.
Purchases under the program may take place from time to time in the open market, or through privately negotiated
transactions, as market, industry and economic conditions warrant. We had not yet made any purchases under this
program as of December 31, 2013.
Upon the vesting or payment of stock awards, an employee may elect receipt of the full share amount and
either pay the resulting taxes or sell shares in the open market to cover the tax obligation. We sometimes elect to
37
purchase these shares rather than allow them to be sold in the open market. These repurchases are in addition to the
programs authorized by our Board of Directors described above.
The following table provides information with respect to purchases made by or on behalf of us or any affiliated
purchaser (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934) of shares of our common
stock during the three months ended December31, 2013:
Period
Total
Number
of Shares
Purchased
(1)
Average
Price
Paid per
Share
Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs
Maximum
Number
of Shares
that May
Yet Be
Purchased
Under the
Plans or
Programs
October1 through October31, 2013 820 $ 8.32 10,000,000
November1 through November30, 2013 $ 10,000,000
December1 through December31, 2013 85,772 $ 11.37 10,000,000
Total/Average 86,592 $ 11.37 10,000,000
(1) Purchases of vested restricted stock shares from employees to fund the payment of withholding taxes due upon
the vesting or payment of stock awards.
Performance Graph
The following graph compares the 5-year total return provided to shareholders of our common stock to the
cumulative total return of the Dow Jones Industrial Average and the Russell 1000 Index. An investment of $100 is
assumed to have been made in our common stock and in each of the indexes on December31, 2009 and its relative
performance is tracked through December 31, 2013.
38
Item 6. Selected Financial Data
The data set forth below should be read in conjunction with Part I. Preliminary Notes-Important Terms, Item
7. Managements Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated
Financial Statements and Notes thereto.
Year Ended December31,
2009 2010 2011 2012 2013
(Dollars in thousands)
Statement of Operations Data:
Net sales $ 659,044 $ 1,006,993 $ 1,320,184 $ 1,248,264 $ 1,166,674
Income (loss) from continuing operations
(a)
15,708 174,660 153,184 117,641 (27,259)
Basic earnings (loss) per common share:
Net income (loss) per share $ 0.13 $ 1.42 $ 1.06 $ 0.85 $ (0.20)
Weighted average common shares
outstanding (in thousands) 119,707 122,621 145,156 138,552 135,067
Diluted earnings (loss) per common share:
Net income (loss) per share $ 0.13 $ 1.41 $ 1.05 $ 0.84 $ (0.20)
Weighted average common shares
outstanding (in thousands) 120,733 123,453 146,402 139,700 135,415
Balance sheet data (at period end):
Total assets $ 892,608 $ 1,913,183 $ 2,168,366 $ 2,297,915 $ 2,217,848
Other long-term obligations (b) 108,267 114,728 131,300 125,005 97,947
Total long-term debt 1,467 275,799 387,624 535,709 541,593
Other financial data:
Net cash provided by operating activities $ 170,329 $ 144,922 $ 76,597 $ 101,400 $ 116,837
Net cash used in investing activities (60,110) (321,552) (161,966) (119,962) (83,801)
Net cash (used in) provided by financing
activities (72,875) 138,240 85,461 24,112 (37,645)
(a) Income by period includes (items listed are pre-tax in nature unless otherwise noted)
For the Year Ended December31, 2009:
a $52.8 million write down of our investment in a non-consolidated affiliate and our $2.7 million share
of its losses,
a $4.3 million gain for the derecognition of our liability for Brazil excise tax,
a $1.0 million gain from the sale of our Caserta, Italy facility,
a $0.4 million loss on extinguishment on the repurchase of the remaining outstanding 10.25% senior
notes due in 2012 that were issued in 2002,
a $5.1 million benefit to our income tax provision for tax holidays, exemptions, and credits in various
jurisdictions,
a $22.8 million valuation allowance expense for deferred tax assets that might not be realized, and
a $1.7 million loss for the MTM Adjustment for our pension and OPEB benefit plans.
For the Year Ended December31, 2010 (Seadrift and C/G are included in our Consolidated Financial
Statements beginning as of December1, 2010):
a $15.2 million expense for Seadrift and C/G acquisition-related costs,
a $4.9 million benefit from the equity in earnings of our then non-consolidated affiliate,
39
a $9.6 million gain from the acquisition of the remaining 81.1% equity interest in our previously non-
consolidated affiliate,
a $16.8 million expense for our incentive compensation program,
a $4.8 million benefit to our income tax provision for tax holidays, exemptions, and credits in various
jurisdictions,
a $30.3 million deferred tax asset valuation allowance release as a result of the 2010 acquisitions, and
a $7.4 million loss for the MTM Adjustment for our pension and OPEB benefit plans.
For the Year Ended December31, 2011 (Micron Research Corporation and Fiber Materials, Inc. are included
in our Consolidated Financial Statements beginning as of February10, 2011 and November1, 2011, respectively):
a $26.5 million income tax benefit primarily attributable to the release of valuation allowance for foreign
tax credits carryforwards which are expected to be utilized in future years,
a non-cash interest charge of $10.0 million related to the amortization of the discount on the Senior
Subordinated Notes,
a $2 million charge related to the amortization of acquired intangible assets,
a $9.0 million charge related to stock-based compensation during 2011, and
a $22.3 million loss for the MTM Adjustment for our pension and OPEB benefit plans, driven primarily
by a decrease in the discount rate due to lower interest rates.
For the Year Ended December31, 2012:
a $15.1 million charge related to our incentive compensation plans,
a non-cash interest charge of $10.7 million related to the amortization of the discount on the Senior
Subordinated Notes,
a $22.3 million charge related to the amortization of acquired intangible assets,
a $9.6 million charge related to stock-based compensation during 2012, and
a $8.8 million loss for the MTM Adjustment for our pension and OPEB benefit plans, driven primarily by
a decrease in the discount rate due to lower interest rates.
For the Year Ended December31, 2013:
a $65.7 million charge for rationalization and rationalization related activities. This includes 19.3 million
of severance and related charges, and $28.3 million of accelerated depreciation expense
a non-cash interest charge of $11.5 million related to the amortization of the discount on the Senior
Subordinated Notes,
a $20.5 million charge related to the amortization of acquired intangible assets,
a $6.9 million charge related to stock-based compensation during 2013, and
a $14.4 million gain for the MTM Adjustment for our pension and OPEB benefit plans, driven primarily
by a increase in discount rates.
(b) Represents pension and post-retirement benefits and related costs and miscellaneous other long-term obligations.
Quarterly Data:
The following quarterly selected consolidated financial data have been derived from the Consolidated
Financial Statements for the periods indicated which have not been audited. The selected quarterly consolidated
financial data set forth below should be read in conjunction with Part I. Preliminary NotesPresentation of Financial,
Market and Legal Data, Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations and the Consolidated Financial Statements and Notes thereto.

40
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
(Dollars in thousands, except per share data)
2012
Net sales $ 240,938 $ 315,611 $ 320,716 $ 370,999
Gross profit 66,931 84,377 79,986 84,510
Net income (a) 17,529 41,847 29,626 28,639
Basic earnings (loss) per common share $ 0.12 $ 0.30 $ 0.22 $ 0.21
Diluted earnings (loss) per common share $ 0.12 $ 0.29 $ 0.22 $ 0.21

First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
(Dollars in thousands, except per share data)
2013
Net sales $ 253,727 $ 301,361 $ 303,084 $ 308,502
Gross profit 48,550 48,921 36,644 4,951
Net income (loss) (b) 4,210 4,382 (7,630) (28,221)
Basic earnings (loss) per common share $ 0.03 $ 0.03 $ (0.06) $ (0.21)
Diluted earnings (loss) per common share $ 0.03 $ 0.03 $ (0.06) $ (0.21)
(a) Net income by quarter for 2012 includes the following:
First Quarter:
Amortization of acquired intangibles totaling $5.6 million,
The roll off of hedge gains related to foreign currency and commodity derivatives of $3.5 million, and
Other income of $4.0 million of insurance reimbursement claims related to flood damages sustained at
our Clarksburg, West Virginia facility in 2011.
Second Quarter:
A $10.5 million income tax benefit due to the release of valuation allowance, and
Amortization of acquired intangibles totaling $5.5 million.
Third Quarter:
Amortization of acquired intangibles totaling $5.5 million, and
The roll off of hedge gains related to foreign currency and commodity derivatives of $5.8 million.
Fourth Quarter:
A loss of $8.8 million for the MTM adjustment for our pension and OPEB benefit plans, driven primarily
by a decrease in the discount rate due to lower interest rates, and
Amortization of acquired intangibles totaling $5.5 million.
(b) Net income by quarter for 2013 includes the following items:
First Quarter
Amortization of acquired intangibles totaling $5.2 million
Interest expense of $9.0 million, driven by $4.8 million of expense related to the Senior Notes.
Second Quarter
Amortization of acquired intangibles totaling $5.2 million, and
Interest expense of $8.9 million, driven by $4.8 million of expense related to the Senior Notes.
Third Quarter
Rationalization and related charges of $17.5 million, including $14.6 million of severance and related
charges, and
41
a benefit for income taxes of $9.2 million, due to the jurisdictional mix of income driven by the rationalization
charges recorded and the favorable resolution of uncertain tax positions from prior years.
Fourth Quarter:
A gain of $14.4 million for the MTM adjustment for our pension and OPEB benefit plans, driven primarily
by an increase in discount rates,
Rationalization and related charges of $48.2 million, including $4.8 million of severance and related
charges, and $27.0 million of accelerated depreciation.

42
Item 7. Managements Discussion and Analysis of Financial Condition and
Results of Operations.
General
Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is
designed to provide information that is supplemental to, and should be read together with, our Consolidated Financial
Statements and the accompanying notes. Information in this Item is intended to assist the reader in obtaining an
understanding of our Consolidated Financial Statements, the changes in certain key items in those financial statements
from year-to-year, the primary factors that accounted for those changes, any known trends or uncertainties that we
are aware of that may have a material effect on our future performance, as well as how certain accounting principles
affect our Consolidated Financial Statements. In addition, this Item provides information about our business segments
and how the results of those segments impact our financial condition and results of operation as a whole.
Executive Summary
In February 2011 and October 2011, we acquired Micron Research and FMI, respectively. Their results of
operations are included in our MD&A analysis for 2011 from their respective acquisition dates, compared to a full year
of operations for 2012 and 2013.
The slow rates of global economic growth experienced in 2012 continued throughout 2013. The year began
with the IMF cautiously estimating growth at a rate of 3.5%, which was adjusted downward three times throughout the
year before a modest final increase to 3.0%. The World Steel Association noted that steel production, excluding China,
was essentially flat compared to 2012. This slow economic growth and stagnation in steel production year over year
exerted significant downward pressure on prices for our Industrial Materials products during the year, which negatively
impacted our profitability in 2013. Due to this difficult environment, we announced global initiatives to position our
Industrial Materials segment to significantly reduce its cost basis and improve our competitive position. As part of this
initiative, we will close our two highest cost graphite electrode plants, which are located in Brazil and South Africa, as
well as our machine shop in Russia. These initiatives also included reductions in corporate overhead.
Our Engineered Solutions segment continued to see sales growth throughout 2013, due primarily to further
market penetration in sales of our advanced consumer electronics products. Engineered Solutions contributed over
20% of total company sales during the year.
We have seven major product categories: graphite electrodes, refractory products, needle coke products,
advanced graphite materials, advanced composite materials, advanced electronics technologies and advanced
materials.
Reportable Segments. Our businesses are reported in the following segments:
Industrial Materials, which consists of graphite electrodes, refractory products and needle coke products.
Engineered Solutions, which includes advanced graphite materials, advanced composite materials,
advanced electronics technologies, and advanced materials.
Reference is made to the information under Part I for background information on our businesses, industry
and related matters.
Global Economic Conditions and Outlook
2014 Outlook. We are impacted in varying degrees, both positively and negatively, as global, regional or
country conditions fluctuate. Our discussions about market data and global economic conditions below are based on
or derived from published industry accounts and statistics.
We have experienced a deterioration in graphite electrode pricing over the last several years which has been
the result of a variety of factors, including new capacity that has come online concurrent with an overall downturn in
the highly cyclical steel industry. Our customers have worked to improve specific consumption and in some cases
moved to a lower quality graphite electrode to reduce their input costs. In addition, our advanced graphite materials
business has been largely impacted by the decreased demand in the solar market.
The International Monetary Fund (IMF) reported its estimate for 2013 global GDP growth at 3.0 percent in
its January 21
st
report. This estimate was a modest increase over its October 8th estimate of 2.9 percent, which had
43
represented the IMF's fourth consecutive downward revision of 2013. Global activity strengthened during the second
half of 2013, as anticipated in the October 2013 World Economic Outlook (WEO). Activity is expected to improve further
in 2014-15, largely on account of recovery in the advanced economies. Global growth is now projected to be slightly
higher in 2014, at around 3.7 percent, rising to 3.9 percent in 2015, a broadly unchanged outlook from the October
2013 WEO. The IMF noted that downward revisions to growth forecasts in some economies highlight continued
fragilities, and downside risks remain.
On January 23, 2014, the World Steel Association (WSA) cited that global steel production excluding China
was flat in 2013 when compared to 2012. WSA estimated global steel use, excluding China, was a year over year
increase of 0.7% 2013 and looking into 2014, that rate is expected to increase to 3.5%.
On October 31, 2013, we announced a global initiative to reduce our Industrial Materials segment's cost base
and improve our competitive position. This initiative will close our two highest cost graphite electrode plants and
machine shops, located in Brazil and South Africa, as well as a machine shop in Russia.
In summary, our expectations for 2014, are as follows:
Adjusted EBITDA* targeted in the range of $150 million to $180 million
Depreciation and amortization expense of approximately $90 million
Overhead expense (selling and administrative, and research and development expenses) in the
range of $125 million to $130 million
Interest expense of approximately $37 million;
Capital expenditures in the range of $100 million to $110 million
An effective tax rate of approximately 40%
Cash flow from operations in the range of $130 million to $160 million including the cash
rationalization charges
Our outlook could be significantly affected by, among other things, factors described under "Item 1A - Risk
Factors" and "Item 1A - Forward Looking Statements" in this report.
*NOTE ON EBITDA: EBITDA is a non-GAAP financial measure that we currently calculate using GAAP amounts from the
Consolidated Financial Statements. We believe that EBITDA measures are generally accepted as providing useful information
regarding a company's ability to incur and service debt. We also believe that EBITDA measures provide useful information about
the productivity and cash generation potential of its ongoing businesses. Management uses EBITDA measures as well as other
financial measures in connection with its decision-making activities. EBITDA measures should not be considered in isolation or as
a substitute for net income (loss), cash flows from operations or other consolidated income or cash flow data prepared in accordance
GAAP. Our method for calculating EBITDA measures may not be comparable to methods used by other companies and is not the
same as the method for calculating EBITDA measures under our senior secured Revolving Facility.
44
See below for a reconciliation of 2014 targeted EBITDA to targeted net income attributable to GrafTech International Ltd., the most
directly comparable financial measure calculated and reported in accordance with GAAP:
Full Year Target
2014
EBITDA $150,000 - $180,000
Adjustments
Depreciation
and amortization
$(90,000)
Rationalization related
depreciation (28,000)
Rationalizations
Rationalizations - other
related charges
(6,000)
Mark to market adjustment
Operating income 26,000 - 56,000
Other (expense) income, net (3,000)
Interest expense (37,000)
Interest income
Income taxes 8,000 - (10,000)
Net income $(6,000) - $6,000
Financing Transactions
On November 20, 2012, the Company issued $300 million principal amount of 6.375% Senior Notes due
2020. These Senior Notes are the Company's senior unsecured obligations and rank pari passu with all of the Company's
existing and future senior unsecured indebtedness. The Senior Notes are guaranteed on a senior unsecured basis by
each of the Company's existing and future subsidiaries that guarantee certain other indebtedness of the Company or
another guarantor.

The Senior Notes 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 mature on November 15, 2020.

The Company is entitled to redeem some or all of the Senior Notes at any time on or after November 15,
2016, at the redemption prices set forth in the Indenture. In addition, prior to November 15, 2016, the Company may
redeem some or all of the Senior Notes at a price equal to 100% of the principal amount thereof, plus accrued and
unpaid interest, if any, plus a make whole premium determined as set forth in the Indenture. The Company is also
entitled to redeem up to 35% of the aggregate principal amount of the Senior Notes before November 15, 2015 with
the net proceeds from certain equity offerings at a redemption price of 106.375% of the principal amount plus accrued
and unpaid interest, if any.
If, prior to maturity, a change in control (as defined in the Indenture) of the Company occurs and thereafter
certain downgrades of the ratings of the Senior Notes as specified in the Indenture occur, the Company will be required
to offer to repurchase any or all of the Senior Notes at a repurchase price equal to 101% of the aggregate principal
amount of the Senior Notes, plus any accrued and unpaid interest.
The Senior Notes also contain covenants that, among other things, limit the ability of the Company and
certain of its subsidiaries to: (i) create liens or use assets as security in other transactions; (ii) engage in certain sale/
leaseback transactions; and (iii) merge, consolidate or sell, transfer, lease or dispose of substantially all of their assets.
The Senior Notes also contains customary events of default, including (i) failure to pay principal or interest
on the Senior Notes when due and payable, (ii) failure to comply with covenants or agreements in the Indenture or
the Senior Notes which failures are not cured or waived as provided in the Indenture, (iii) failure to pay indebtedness
of the Company, any Subsidiary Guarantor or Significant Subsidiary (as defined in the Indenture) within any applicable
grace period after maturity or acceleration and the total amount of such indebtedness unpaid or accelerated exceeds
$50.0 million, (iv) certain events of bankruptcy, insolvency, or reorganization, (v) failure to pay any judgment or decree
for an amount in excess of $50.0 million against the Company, any Subsidiary Guarantor or any Significant Subsidiary
that is not discharged, waived or stayed as provided in the Indenture, (vi) cessation of any subsidiary guarantee to be
45
in full force and effect or denial or disaffirmance by any Subsidiary Guarantor of its obligations under its subsidiary
guarantee, and (vii) a default under the Company's Senior Subordinated Notes. In the case of an event of default, the
principal amount of the Senior Notes plus accrued and unpaid interest may be accelerated.
The Senior Notes are registered under the Securities Act of 1933, as amended.
On October 7, 2011, we successfully completed the refinancing of our principal revolving credit facility
(Revolving Facility). Borrowers under the Revolving Facility were GrafTech Finance Inc. (GrafTech Finance) and
GrafTech Switzerland S.A. (Swissco), both wholly-owned subsidiaries. On April 20, 2012, as permitted by Section
9.19 of the October 7, 2011 Credit Agreement, we entered into an Amended and Restated Credit Agreement pursuant
to which, on August 28, 2012, GrafTech Luxembourg II S..r.l. (Luxembourg Holdco) replaced Swissco as a Borrower.
Swissco is no longer entitled to borrow Loans under the Revolving Facility although it is entitled to request letters of
credit thereunder only for its own use.
The interest rate applicable to the Revolving Facility is, at GrafTechs option, either LIBOR plus a margin
ranging from 1.50% to 2.25% (depending on our total net leverage ratio and/or senior unsecured rating) or, in the case
of dollar denominated loans, the alternate base rate plus a margin ranging from 0.50% to 1.25% (depending upon
such ratio). The alternate base rate is the highest of (i) the prime rate announced by JPMorgan Chase Bank, N.A., (ii)
the federal fund effective rate plus one-half of 1.0% and (iii) the London interbank offering rate (as adjusted) for a one-
month period plus 1.0%. The borrowers pay a per annum fee ranging from 0.25% to 0.40% (depending on such ratio)
on the undrawn portion of the commitments under the Revolving Facility.
The financial covenants require us to maintain a minimum cash interest coverage ratio of 3.00 to 1.00 and
a maximum senior secured leverage ratio of 2.25 to 1.00, subject to adjustment for certain events. As of December
31, 2012, we were in compliance with all financial and other covenants contained in the Revolving Facility, as applicable.
Under the Revolving Facility we have additional flexibility for investments, capital expenditures, acquisitions
and restricted payments and we can issue letters of credit under the Revolving Credit Facility in an amount not to
exceed $50 million. We are permitted to pay dividends and repurchase our common stock in an aggregate amount
(cumulative from October 2011) up to $75 million (or $500 million, if certain leverage ratio requirements are satisfied),
plus, each year, an aggregate amount equal to 50% of the consolidated net income in the prior year.
As of December 31, 2013, we had outstanding borrowings of $64 million and outstanding letters of credit of
$10.5 million under this Revolving Facility.
On November 30, 2010, in connection with the acquisitions of Seadrift and C/G, we issued Senior
Subordinated Notes for an aggregate total face amount of $200 million. These Senior Subordinated Notes are non-
interest bearing and mature in 2015. Because the Senior Subordinated Notes are non-interest bearing, we were
required to record them at their present value (determined using an interest rate of 7%). The difference between the
face amount of the Senior Subordinated Notes and their present value is recorded as debt discount. The debt discount
will be amortized to income using the interest method, over the life of the Senior Subordinated Notes. The loan balance,
net of unamortized discount, was $175.7 million at December 31, 2013 and will be $200.0 million at maturity in 2005.
We also have a supply chain financing arrangement, as discussed in more detail under Liquidity and Capital
Resources, below. We incurred a Mark-Up (as described and defined below) of approximately $0.6 million during
2012 and $0.5 million during 2013.
On occasion we have sold accounts receivable without recourse to a third party. We did not sell any receivables
during 2012 or 2013. See Liquidity and Capital Resources below for further discussion.
Realizability of Net Deferred Tax Assets and Valuation Allowances
At December31, 2013 we had $153.9 million of gross deferred income tax assets, of which $20.4 million
required a valuation allowance. In addition, we had $138.7 million of gross deferred income tax liabilities. Our valuation
allowance means that we do not believe that these assets are more likely than not to be realized. Until we determine
that it is more likely than not that we will generate sufficient taxable income to realize our deferred income tax assets,
income tax benefits in each current period will be fully reserved.
Our valuation allowance, which is predominately in the U.S. tax jurisdiction, does not affect our ability and
intent to utilize the deferred income tax assets as we generate sufficient future profitability. We are executing current
46
strategies and developing future strategies, to improve sales, reduce costs and improve our capital structure in order
to improve U.S. taxable income of the appropriate character to a level sufficient to fully realize these benefits in future
years.
Customer Base
We are a global company and sell our products in every major geographic market. Sales of these products
to buyers outside the U.S. accounted for about 73% in 2011, 70% in 2012, and 75% in 2013. In 2013, three of our
ten largest customers were based in the Europe, and one each in the U.S., Korea, Japan, Brazil, Russia, Egypt and
India, however, all are multi-national operations.
In 2013, eight of our ten largest customers were purchasers of our Industrial Materials products. No single
customer or group of affiliated customers accounted for more than 10% of our net sales in 2013.
Results of Operations and Segment Review
2013. The slow rates of global economic growth experienced in 2012 continued throughout 2013. The year
began with the IMF cautiously estimating growth at a rate of 3.5%, which was adjusted downward three times throughout
the year before a modest final increase to 3.0%. The World Steel Association noted that steel production, excluding
China, was essentially flat compared to 2012. This slow economic growth and stagnation in steel production year
over year exerted significant downward pressure on prices for our Industrial Materials products during the year, which
negatively impacted our profitability in 2013. Due to this difficult environment, we announced global initiatives to
position our Industrial Materials segment to significantly reduce its cost basis and improve our competitive position.
As part of this initiative, we will close our two highest cost graphite electrode plants, which are located in Brazil and
South Africa, as well as our machine shop in Russia. These initiatives also included reductions in corporate overhead.
Our Engineered Solutions segment continued to see sales growth throughout 2013, due primarily to further
market penetration in sales of our advanced consumer electronics products. Engineered Solutions contributed over
20% of total company sales during the year and achieved the highest net sales for the segment in company history.
2012. While there was cautious optimism for the world economy coming into 2012, the global outlook began
to deteriorate during the first quarter, with subsequent reductions to global GDP estimates by the IMF throughout 2012,
as a result of the slower than expected economic recovery and continued uncertainty in the European markets.
According to the World Steel Association and other published reports, global steel production, excluding China, declined
0.4 percent in 2012. Steel production in the European Union decreased 4.6 percent during the same period. As a
result, our Industrial Materials segment saw a decline in sales of 9%, despite increased pricing for graphite electrodes
and needle coke products. Our Engineered Solutions segment saw a continuation of the decline in the solar markets
that began in 2011. This decline was more than offset, however, by growth in our advanced consumer electronics
products line which, along with the incremental revenue from the Micron Research and FMI acquisitions made in 2011,
helped propel this segment to achieve the highest net sales to date in our Company's history.

2011. Total steel production in 2011 peaked mid-year while the latter half of the year saw significant slowdowns.
The World Steel Association reported fourth quarter 2011 total world steel production declined approximately 5 percent
versus the third quarter of 2011, with Europe accounting for much of this slowdown. Beginning in the third quarter of
2011, there was a significant drop off in solar production which negatively impacted our Engineered Solutions segment.
The tables presented in our year-over-year comparisons summarize our consolidated statements of income
and illustrate key financial indicators used to assess the consolidated financial results. Financial information is presented
for the years ended December31, 2011, 2012, and 2013.
Results of Operations for 2013 as Compared to 2012
The tables presented in our period-over-period comparisons summarize our consolidated statements of income
and illustrate key financial indicators used to assess the consolidated financial results. Financial information is presented
for the year ended December31, 2012 and 2013. Throughout our MD&A, changes that are less than 5% or less than
$1.0 million, may be deemed not meaningful and excluded from the discussion.
47
For the Year Ended
December 31, Increase %
(in thousands, except per share data and % change) 2012 2013 (Decrease) Change
Net sales $ 1,248,264 $ 1,166,674 $ (81,590) (7)%
Cost of sales 932,460 1,027,608 95,148 10 %
Gross profit 315,804 139,066 (176,738) (56)%
Research and development 13,796 10,437 (3,359) (24)%
Selling and administrative expenses 145,540 111,043 (34,497) (24)%
Rationalizations 20,156 20,156 N/A
Operating income 156,468 (2,570) (159,038) (102)%
Other expense (income), net (1,005) 1,698 2,703 (269)%
Interest expense 23,247 36,037 12,790 55 %
Interest income (261) (203) 58 (22)%
Income before provision for income taxes 134,487 (40,102) (174,589) (130)%
(Benefit) provision for income taxes 16,846 (12,843) (29,689) (176)%
Net income $ 117,641 $ (27,259) $ (144,900) (123)%
Basic income per common share: $ 0.85 $ (0.20) $ (1.05)
Diluted income per common share: $ 0.84 $ (0.20) $ (1.04)
Net sales, by operating segment for the year ended December31, 2012 and 2013 were:
For the Year Ended
December 31,
Increase %
(in thousands, except per % change) 2012 2013 (Decrease) Change
Industrial Materials $ 1,025,571 $ 909,448 $ (116,123) (11)%
Engineered Solutions 222,693 257,226 34,533 16 %
Total net sales $ 1,248,264 $ 1,166,674 $ (81,590) (7)%
An analysis of the components of change in net sales for Industrial Materials and Engineered Solutions is set
forth in the following table:
Volume Price/Mix Currency
Net
Change
Industrial Materials 2% (13)% % (11)%
Engineered Solutions 11% 5 % % 16 %
Net sales. Net sales for our Industrial Materials segment decreased to $909.4 million in 2013 compared to net
sales of $1,025.6 million in 2012. Graphite electrode volumes increased in 2013, however, this increase was more
than offset by a deterioration in the selling price of electrodes throughout 2013. The weighted average selling price,
excluding currency impacts, of electrodes in 2013 decreased approximately 14% compared to the 2012. We also
experienced third party needle coke volume declines 2013 compared to the same period of 2012, as we sourced more
needle coke internally. Additionally, our needle coke business experienced third-party price declines in 2013.
Unfavorable foreign currency adjustments impacted net sales by $2.2 million in 2013, compared to the same period
of 2012.
Net sales for our Engineered Solutions segment increased to $257.2 million in 2013, compared to net sales of
$222.7 million in 2012. This increase was primarily driven by continued growth in sales of our advanced consumer
electronics products and a more favorable product mix, as we continue to penetrate high-growth end markets with
attractive margin profiles. This increase was partially offset by the continued decline in sales of advanced graphite
materials to industrial sectors.
48
Cost of sales. During 2013, we experienced increases in cost of sales of $95.1 million primarily driven by $45.5
million of rationalization related charges (see discussion of rationalization and related charges below), $39.0 million
associated with input costs and increased volumes in our industrial materials segment. Higher advanced consumer
electronic volumes accounted for $18.3 million of the increase in cost. Additionally, despite solid sales and margin
growth in our advanced consumer electronics product line, costs of sales were negatively impacted by continued
weaknesses in advanced graphite materials products serving industrial sectors and start-up costs as we add production
capabilities to serve growing markets. These headwinds are expected to improve in 2014 as production levels increase.
Cost of sales in 2013 benefited from a favorable pension and OPEB MTM adjustment of $7.2 million, resulting from
a change in discount rate and improved market performance. This compares to a charge of $6.3 million in 2012.
Research and development. Research and development expenses decreased $3.4 million in 2013 as
compared to 2012. This was driven by a favorable pension and OPEB MTM adjustment of $1.4 million in 2013,
compared to a charge of $0.7 million in 2012.
Selling and administrative expenses. Selling and administrative expenses decreased $34.5 million in 2013
compared to 2012. This was driven by a favorable pension and OPEB MTM adjustment of $5.8 million in 2013,
compared to a charge of $3.5 million in 2012. Additionally, stock-based and incentive compensation expense in 2013
declined by $1.8 million compared to 2012. Continued cost control measures established in response to the difficult
operating environment experienced also contributed to the decline in selling and administrative expenses in 2013,
including reductions in employee travel, reduced consulting expenses, and discretionary spending. Depreciation and
amortization expense recorded in selling and administrative expense increased slightly to $1.9 million in 2013,
compared to $1.7 million in 2012.
Rationalizations. During 2013, we recorded a $20.2 million charge for rationalizations, primarily related to
severance and related charges for our Industrial Materials segment. These charges were due to the planned closures
of our South Africa and Brazil graphite electrode plants, and our machine shop in Russia, as well as overhead headcount
reductions throughout our Industrial Materials segment and at our corporate facility in Parma, Ohio. Related to these
rationalization initiatives, we recorded a $28.3 million accelerated depreciation charge for assets that have or will be
removed from service before the end of their previously estimated useful lives, $9.2 million of inventory losses, and
fixed asset write-off charges of $8.0 million, all of which were recorded as part of cost of sales. Going forward, we
anticipate that these actions will result in annual savings of $75 million, with approximately $50 million to be realized
in 2014.
Other expense (income), net. Other expense was $1.7 million in 2013, compared to other income of $1.0 in
2012. The remeasurement of intercompany loans and transactions resulted in $1.5 million of expense in 2013,
compared to income of $2.6 million in 2012. Additionally, during 2012, we received $4.0 million of insurance
reimbursements for claims made related to flood damages incurred at our Clarksburg, West Virginia facility during
2011.
Interest expense. Interest expense increased by $12.8 million in 2013, primarily as a result of the $300 million
Senior Notes that were issued in November 2012. These Seniors Notes bear interest at 6.375% per year.
Segment operating income. Corporate expenses are allocated to segments based on each segments percentage
of consolidated sales. The following table represents our operating income by segment for 2012 and 2013:
For the Year Ended
December 31,
2012 2013
(Dollarsinthousands)
Industrial Materials $ 143,268 $ (22,452)
Engineered Solutions 13,200 19,882
Total segment operating income (loss) $ 156,468 $ (2,570)
The percentage relationship of cost of operations to sales for Industrial Materials and Engineered Solutions is
set forth in the following table:
49
For the Year Ended
December 31,
(Percentage of sales)
2012 2013 Change
Industrial Materials 86% 103% 17 %
Engineered Solutions 94% 92% (2)%
Segment operating costs and expenses as a percentage of sales for Industrial Materials increased to 103% in
2013. Rationalization and related charges for Industrial Materials were $61.8 million in 2013, and represented
approximately 7% of the total operating costs of the segment. In addition, operating costs and expenses as a percentage
of sales increased as a result of margin contraction for our Industrial Materials products. This margin contraction was
driven primarily by lower sales prices for graphite electrodes and needle coke, which more than offset the year over
year MTM benefit and overhead cost control measures in place. We expect the rationalization initiatives announced
in 2013 to positively impact operating income in 2014, even with continued downward price pressure in the near term.
Segment operating costs and expenses as a percentage of sales for Engineered Solutions remained relatively
flat, at 94% in 2012 and 92% in 2013. Operating margin improvements for our advanced consumer electronics products
and favorable MTM adjustments were offset by continued weaknesses in advanced graphite materials products serving
industrial sectors and start-up costs as we add production capabilities to serve growing markets.
Provision for income taxes. The following table summarizes the expense for income taxes in 2012 and 2013:
For the Twelve Months Ended
December 31,
2012 2013
(Dollars in thousands)
Tax (benefit) expense $ 16,846 $ (12,843)
Pretax income $ 134,487 $ (40,102)
Effective tax rates 12.5% 32.0%

On October 31, 2013, we announced a global initiative to reduce our Industrial Materials cost base and
improve our competitive position. These actions resulted in $65.7 million of rationalization and related charges for the
year ended December 31, 2013. See Note 2 to the financial statements for more information. The effective tax rate
for the twelve months ended December 31, 2013 differs from the U.S. statutory rate of 35% due to the jurisdictional
mix of income driven by the rationalization charges. In addition, our tax rate for the year ended December 31, 2013
was favorably impacted by the effective resolution of uncertain tax positions from prior years and by tax credits that
were recognized in support of the research and development efforts of our Engineered Solutions products.
During the twelve months ended December 31, 2012 our net unrecognized tax benefits decreased by $8.1 million,
primarily related to the resolution of uncertain tax positions from prior years, which had a favorable impact on our
effective tax rate. We also recorded tax credits relating to prior years in support of our research and development
efforts of high-tech Engineered Solutions products, which positively impacted the tax rate for the year. In addition, the
year-to-date effective tax rate differs from the U.S statutory rate of 35% due to jurisdictional mix of income.
Based on forecasted 2014 results, we expect an increased effective tax rate of approximately 40% in 2014 as a
direct result of the jurisdictional mix of earnings.
Results of Operations for 2012 as Compared to 2011
50
(in thousands, except per share data and % change) 2011 2012
Increase
(Decrease)
%
Change
Net sales $ 1,320,184 $ 1,248,264 $ (71,920) (5)%
Cost of sales 995,638 932,460 (63,178) (6)%
Gross profit 324,546 315,804 (8,742) (3)%
Research and development 13,976 13,796 (180) (1)%
Selling and administrative expenses 144,561 145,540 979 1 %
Operating income 166,009 156,468 (9,541) (6)%
Other (income) expense, net 4,835 (1,005) (5,840) (121)%
Interest expense 18,307 23,247 4,940 27 %
Interest income (424) (261) 163 (38)%
Income before provision for income taxes 143,291 134,487 (8,804) (6)%
(Benefit) provision for income taxes (9,893) 16,846 26,739 (270)%
Net income $ 153,184 $ 117,641 $ (35,543) (23)%
Basic income per common share $ 1.06 $ 0.85 $ (0.21)
Diluted income per common share $ 1.05 $ 0.84 $ (0.21)
Net sales. Net sales by operating segment for the years ended December31, 2011 and 2012 were:
(in thousands, except per share data and % change) 2011 2012 Increase
%
Change
Industrial Materials $ 1,132,194 $ 1,025,571 $ (106,623) (9)%
Engineered Solutions 187,990 222,693 34,703 18 %
Total net sales $ 1,320,184 $ 1,248,264 $ (71,920) (5)%
Our analysis of the percentage change in net sales from 2011to 2012 for Industrial Materials and Engineered
Solutions is set forth in the following table:
Volume Price/Mix Currency
Net
Change
Industrial Materials (17)% 9% (1)% (9)%
Engineered Solutions 12 % 7% (1)% 18 %
Net sales. Net sales for our Industrial Materials segment decreased to $1,025.6 million in 2012 compared to net
sales of $1,132.2 million in 2011. This decrease was primarily the result of lower sales volumes for both graphite
electrodes and needle coke in the face of a difficult economic environment, particularly in European markets. These
volume decreases were partially offset by higher realized prices in 2012 compared to 2011. The weighted average
selling price, excluding currency impacts, of our melter and non-melter electrodes for the year ended December 31,
2012 increased approximately 10% as compared to the average price in 2011. We continue to focus on maximizing
the profitability of our global production platform; however we are experiencing downward pricing pressure on both
graphite electrodes and needle coke for 2013.
Net sales for our Engineered Solutions segment increased to $222.7 million in 2012, compared to net sales of
$188.0 million in 2011. This increase was primarily driven by continued growth in sales of our advanced consumer
electronics products and a more favorable product mix, as we continue to penetrate high-growth end markets with
attractive margin profiles. This increase was partially offset by the decline in sales of our advanced graphite material
products to the solar market.
Cost of sales. During 2012, we experienced decreases in cost of sales of $63.2 million as a result of lower sales
volumes in our Industrial Materials segment, primarily related to graphite electrodes. Further decreasing cost of sales
in 2012 was the favorable impact of foreign currency compared to 2011 and a reduction in the year-over-year MTM
Adjustment of $6.3 million ($11.0 million in 2011; $6.3 million in 2012). The MTM adjustment in both 2011 and 2012
was driven by a decline in discount rates used in the valuation of net pension and post-retirement obligations. Costs
of sales in 2012 also benefited from the consumption during the first half for 2012 of inventories on hand at 2011 year-
end. That inventory carried lower raw material costs and overhead absorption rates. The impact of this benefit was
51
partially offset by the flow through of inventory carrying higher raw material costs and absorption rates in the third and
fourth quarters of 2012. We anticipate that the impact of higher raw material costs and overhead absorption rates will
continue to negatively impact our costs into 2013. These net decreases in cost of sales for our Industrial Materials
segment were partially offset by higher costs associated with volume increases in our Engineered Solutions segment.
Selling and administrative expenses. Selling and administrative expenses remained relatively flat (a $1.0
million increase) in 2012 compared to 2011. Increases in incentive compensation expense and selling and administrative
costs resulting from acquisitions was largely offset by the reduction in pension mark-to-market charges in 2012
compared to 2011. The MTM adjustment in both 2011 and 2012 was driven by a decline in discount rates used in the
valuation of net pension and post-retirement obligations.
Other expense (income), net. During 2012, we received $4.0 million of insurance reimbursements for claims
made related to flood damages incurred at our Clarksburg, West Virginia facility during 2011. Additionally, as a result
of the remeasurement of intercompany loans and the effect of transaction gains and losses on intercompany activities,
there was a $0.6 million gain during 2012, compared to a $2.6 million loss during 2011.
Interest expense. Interest expense increased $4.9 million in 2012 as a result of higher debt levels compared to
2011. The higher debt levels were incurred to principally support the share repurchase program, capital expenditures
and working capital increases. We expect interest expense in 2013 to be approximately $12.0 - $17.0 million higher
than 2012 primarily as a result of the issuance of the Senior Notes during the fourth quarter of 2012.
Segment operating income. Corporate expenses are allocated to segments based on each segments
percentage of consolidated sales. The following table represents our operating income by segment for 2011 and 2012:

For the Year ended


December31,
2011 2012
(Dollarsinthousands)
Industrial Materials $ 158,547 $ 143,268
Engineered Solutions 7,462 13,200
Total segment operating income $ 166,009 $ 156,468
The percentage relationship of operating expenses to sales for Industrial Materials and Engineered Solutions
is set forth in the following table:
Operating Expenses
(Percentage of sales)
2011 2012 Change
Industrial Materials 86% 86% %
Engineered Solutions 96% 94% (2)%
Segment operating costs and expenses as a percentage of sales for Industrial Materials remained flat at 86%
in 2012. Favorable foreign currency impacts decreased operating expenses in 2012 compared to 2011, although these
decreases were largely offset by the flow through, principally during the second half of 2012, of higher raw material
costs and overhead absorption rates in 2012 compared to 2011. We expect operating expenses in 2013 to continue
to be negatively impacted by the flow through of higher raw material costs and lower overhead absorption rates as we
consume higher cost raw materials inventories remaining on hand.
Segment operating costs and expenses as a percentage of sales for Engineered Solutions decreased from 96%
in 2011 to 94% in 2012. Operating expenses decreased as a percentage of sales due primarily to a favorable change
in product mix, as advanced composite materials and advanced electronics technologies contributed a larger
percentage of overall Engineered Solutions sales.
Provision for income taxes. The following table summarizes the expense for income taxes in 2011 and 2012:
52

For the Year Ended


December31
2011 2012
(Dollarsinthousands)
Tax (Benefit) $ (9,893) $ 16,846
Pretax Income $ 143,291 $ 134,487
Effective Tax Rates (6.9)% 12.5%

Our net unrecognized tax benefits decreased by $8.1 million during 2012, primarily related to the resolution
of uncertain tax positions from prior years, which had a favorable impact on our effective tax rate. We also recorded
tax credits relating to prior years in support of our research and development efforts of high-tech Engineered Solutions
products, which positively impacted the tax rate for the year. In addition, the year to date effective tax rate differs from
the U.S statutory rate of 35% due to jurisdictional mix of income.
The 2011 effective tax rate differs from the U.S statutory rate of 35% due to jurisdictional mix of income and
changes in the utilization of attributes and related valuation allowances associated with current year income. We
realized an additional income tax benefit of $26.5 million, primarily attributable to the release of valuation allowance
for foreign tax credits carryforwards, which are expected to be utilized in future years.
Effects of Inflation
We incur costs in the U.S. and each of the seven non-U.S. countries in which we have a manufacturing
facility. In general, our results of operations, cash flows and financial condition are affected by the effects of inflation
on our costs incurred in each of these countries.
Currency Translation and Transactions
We translate the assets and liabilities of our non-U.S. subsidiaries into U.S. dollars for consolidation and
reporting purposes in accordance with FASB ASC 830, Foreign Currency Matters. Foreign currency translation
adjustments are generally recorded as part of stockholders equity and identified as part of accumulated other
comprehensive loss on the Consolidated Balance Sheets until such time as their operations are sold or substantially
or completely liquidated.
We account for our Russian, Swiss and Mexican subsidiaries using the dollar as the functional currency, as
sales and purchases are predominantly dollar-denominated. Our remaining subsidiaries use their local currency as
their functional currency.
We also record foreign currency transaction gains and losses from non-permanent intercompany balances
as part of other (income) expense, net.
Significant changes in currency exchange rates impacting us are described under Effects of Changes in
Currency Exchange Rates and Results of Operations.
Effects of Changes in Currency Exchange Rates
When the currencies of non-U.S. countries in which we have a manufacturing facility decline (or increase)
in value relative to the U.S. dollar, this has the effect of reducing (or increasing) the U.S. dollar equivalent cost of sales
and other expenses with respect to those facilities. In certain countries where we have manufacturing facilities, and
in certain instances where we price our products for sale in export markets, we sell in currencies other than the dollar.
Accordingly, when these currencies increase (or decline) in value relative to the dollar, this has the effect of increasing
(or reducing) net sales. The result of these effects is to increase (or decrease) operating profit and net income.
Many of the non-U.S. countries in which we have a manufacturing facility have been subject to significant
economic and political changes, which have significantly impacted currency exchange rates. We cannot predict changes
in currency exchange rates in the future or whether those changes will have net positive or negative impacts on our
net sales, cost of sales or net income.
53
During the twelve months ended December 31, 2013, and December31, 2012, the average exchange rates for
the euro, Brazilian real, Mexican peso, South African rand and Japanese yen against the U.S. dollar fluctuated as
follows versus the same period of the previous year:
For the Twelve Months Ended
December 31,
2012 2013
Euro (7.0)% 3.4 %
Brazilian real (14.0)% (9.9)%
Mexican peso (6.0)% 2.7 %
South African rand (12.0)% (15.9)%
Japanese yen (1.0)% (18.1)%
For net sales of Industrial Materials, the impact of these events was an increase of $16.1 million in 2011, a
decrease of $15.2 million in 2012, and a decrease of $2.2 million in 2013. For the cost of Industrial Materials, the
impact of these events was an increase of $17.4 million in 2011, a decrease of $28.5 million in 2012 and a decrease
of $7.6 million in 2013.
As part of our cash management, we have intercompany loans between some of our subsidiaries. These
loans are deemed to be temporary and, as a result, remeasurement gains and losses on these loans are recorded as
currency gains / losses in other income (expense), net, on the Consolidated Statements of Income.
We had a net total currency loss of $2.6 million in 2011, and a net total currency gain of $2.6 million in 2012
and a net currency loss of $1.5 million in 2013 due to the remeasurement of intercompany loans and the effect of
transaction gains and losses on intercompany activities.
We have in the past and may in the future use various financial instruments to manage certain exposures
to specific financial market risks caused by changes in currency exchange rates, as described under Item 7A
Quantitative and Qualitative Disclosures about Market Risks.
Liquidity and Capital Resources
We believe that we have adequate liquidity to meet all of our present needs. Disruptions in the U.S. and
international financial markets, however, could adversely affect our liquidity and the cost and availability of financing
to us in the future. As of December 31, 2013, we had cash and cash equivalents of $11.9 million, long-term debt of
$541.6 million, short-term debt of $1.2 million and stockholders' equity of $1,321 million. We also had $246.1 million
of unused borrowing capacity under the Revolving facility (after considering financial covenants restrictions and the
outstanding letters of credit of approximately $10.5 million). As a part of our cash management activities, we manage
accounts receivable credit risk, collections, and accounts payable vendor terms to maximize our free cash at any given
time and minimize accounts receivable losses.
Our sources of funds have consisted principally of cash flow from operations and debt including our Revolving
Facility. Our uses of those funds (other than for operations) have consisted principally of capital expenditures, the
repurchase of common shares outstanding, cash paid for acquisitions and associated expenses and debt reduction
payments and other obligations.
We have a supply chain financing arrangement with a financing party that provides additional working capital
liquidity of up to $50 million. Under this arrangement, we essentially assigned our rights to purchase needle coke from
a third-party supplier to the financing party. The financing party purchases the product from our supplier under the
standard payment terms and then immediately resells it to us under longer payment terms. The financing party pays
the supplier the purchase price for the product and then we pay the financing party. Our payment to the financing party
for this needle coke includes a mark-up (the Mark-Up). The Mark-Up is subject to quarterly reviews. In effect, we
have a longer period of time to pay the financing party than by purchasing directly from the supplier which helps us
maintain a balanced cash conversion cycle between inventory payments and the collection of receivables. For 2013,
the Mark-Up was based on 2 month LIBOR plus a margin of 2.25%. We incurred a Mark-Up of approximately $0.6
million during 2012 and $0.5 million during 2013.
54
In the event that operating cash flow and the financing of needle coke purchases fail to provide sufficient liquidity
to meet our business needs, including capital expenditures, any such shortfall would need to be made up by increased
borrowings under our Revolving Facility.
We use cash flow from operations, funds from supply chain financing, and funds available under the Revolving
Facility (subject to continued compliance with the financial covenants and representations under the Revolving Facility)
as well as cash on hand as our primary sources of liquidity. The Revolving Facility is secured, and provides for maximum
borrowings of up to $570 million including a letter of credit sub-facility of up to $50 million and is subject to certain
conditions (including a maximum senior secured leverage ratio test). The Revolving Facility matures in October 2016.
As of December 31, 2013, we had outstanding borrowings drawn from the Revolving Facility of $64 million and
outstanding letters of credit of $10.5 million.On October 29, 2012, we amended the Revolving Facility to permit the
issuance and guarantee of the Senior Notes, as well as to permit us to loan the proceeds of the Senior Notes to
GrafTech Finance and Luxembourg Holdco so that they can repay amounts outstanding under the Revolving Facility,
and to permit those entities to repay the intercompany loans to us in order to fund payments on the Senior Notes and
certain other indebtedness. In addition, we amended the Revolving Facility to permit acquisitions (and related
intercompany loans to fund such acquisitions) in the aggregate amount of $400.0 million, in addition to those already
permitted by the Revolving Facility and to increase to $400.0 million the amount of debt we incur under our general
debt basket, to the extent we meet certain financial ratios.
The interest rate applicable to the Revolving Facility is, at GrafTechs option, either LIBOR plus a margin ranging
from 1.50% to 2.25% (depending on our total net leverage ratio) or, in the case of dollar denominated loans, the
alternate base rate plus a margin ranging from 0.50% to 1.25% (depending upon such ratio). The alternate base rate
is the highest of (i)the prime rate announced by JPMorgan Chase Bank, N.A., (ii)the federal fund effective rate plus
1
/
2
of 1% and (iii)the London interbank offering rate (as adjusted) for a one-month interest period plus 1.00%. The
borrowers pay a per annum fee ranging from 0.25% to 0.40% (depending on such ratio) on the undrawn portion of the
commitments under the Revolving Facility.
On April 20, 2012, we amended and restated our Credit Agreement for the sole purpose of reflecting a change
in the structure of our European operations and the addition of two new European subsidiaries as parties to the
Agreement. The restatement did not otherwise effect any changes to the financial terms or covenants of the Revolving
Facility. As described above, on October 29, 2012, we amended the Credit Agreement to permit the issuance of the
Senior Notes, among other things.
As of December 31, 2013, we were in compliance with all financial and other covenants contained in the Revolving
Facility, as applicable. These covenants include maintaining a cash minimum interest coverage ratio of at least 3.00
to 1.00 and a maximum senior secured leverage ratio of 2.25 to 1.00, which are measured based on a rolling average
of the prior four quarters. Based on expected operating results and expected cash flows, we expect to be in compliance
with these covenants through 2014. If we were to believe that we would not continue to comply with these covenants,
we would seek an appropriate waiver or amendment from the lenders thereunder. We cannot assure you that we would
be able to obtain such waiver or amendment on acceptable terms or at all.
As of December 31, 2013, approximately 88% of our debt consists of fixed rate or zero interest rate obligations
compared to 86% as of December31, 2012.
Long-Term Contractual, Commercial and Other Obligations and Commitments. The following tables
summarize our long-term contractual obligations and other commercial commitments as of December 31, 2013.

55
Payments Due by Year Ending December31,
Total 2014 2015-2016 2017-2018 2019+
(Dollars in thousands)
Contractual and Other Obligations
Long-term debt $ 541,593 $ 223 $ 240,140 $ 326 $ 300,904
Leases 2,552 1,761 545 246
Purchase obligations (a) 35,378 35,378
Total contractual obligations 579,523 37,362 240,685 572 300,904
Postretirement, pension and related benefits (b) 76,570 12,101 23,078 20,918 20,473
Other long-term obligations 3,513 1,111 922 156 1,324
Uncertain income tax provisions 7,202 4,997 678 848 679
Total contractual and other obligations (a)(b) $ 666,808 $ 55,571 $ 265,363 $ 22,494 $ 323,380
Other Commercial Commitments
Letters of credit (c) $ 1,838 $ 1,838 $ $ $
Guarantees 797 797
Total other commercial commitments $ 2,635 $ 2,635 $ $ $
(a) Based on the estimated timing of deliveries under supply contracts.
(b) Represents estimated postretirement, pension and related benefits obligations based on actuarial calculations.
(c) Letters of credit of $10.5 million areissued under the Revolving Facility.
Cash Flow and Plans to Manage Liquidity. Typically, our cash flow fluctuates significantly between quarters
due to various factors. These factors include customer order patterns, fluctuations in working capital requirements,
timing of capital expenditures, acquisitions, stock repurchases and other factors.
Certain of our obligations could have material impact on our liquidity. Cash flow from operations and from
financing activities services payment of our obligations, thereby reducing funds available to us for other purposes. As
of December 31, 2013, we had $246.1 million of unused borrowing capacity under the Revolving facility (after
considering financial covenants restrictions and the outstanding letters of credit of approximately $10.5 million).
Continued volatility in the global economy may require additional borrowings under our Revolving Facility. An improving
economy, while resulting in improved results of operations, could increase our cash requirements to purchase
inventories, make capital expenditures and fund payables and other obligations until increased accounts receivable
are converted into cash. A downturn could significantly negatively impact our results of operations and cash flows,
which, coupled with increased borrowings, could negatively impact our credit ratings, our ability to comply with debt
covenants, our ability to secure additional financing and the cost of such financing, if available.
Based on expected operating results and expected cash flows, we expect to be in compliance with our
existing financial covenants in 2014.
In order to seek to minimize our credit risks, we reduce our sales of, or refuse to sell (except for cash on
delivery or under letters of credit) our products to some customers and potential customers. In the current economic
environment, our customers may experience liquidity shortages or difficulties in obtaining credit, including letters of
credit. Our unrecovered trade receivables worldwide have not been material during the last 3 years individually or in
the aggregate. We cannot assure you that we will not be materially adversely affected by accounts receivable losses
in the future.
We manage our capital expenditures taking into account quality, plant reliability, safety, environmental and
regulatory requirements, prudent or essential maintenance requirements, global economic conditions, available capital
resources, liquidity, long-term business strategy and return on invested capital for the relevant expenditures, cost of
capital and return on invested capital of the relevant segment and the Company as a whole, and other factors. We
focus on growth capital expenditures which exceed our weighted average cost of capital. We prioritize projects with
superior returns, which are often associated with high growth markets.
During 2002 through 2009, we limited maintenance capital to essential levels required to sustain our business
and support a safe working environment. Likewise, we invested minimal growth capital on a total company basis. In
the case of our Engineered Solutions portfolio, we spent virtually no growth capital during that time period. In 2010
56
and 2011, we invested more normal levels of capital to fulfill our maintenance requirements at existing facilities. We
also initiated, at our Seadrift and St. Marys facilities, increased maintenance capital expenditures to bring these facilities
in line with our quality and safety standards, which resulted in an increase of capital expenditures compared to historic
levels. In 2010, we began to meaningfully invest in our Engineered Solutions segment, in order to be able to produce
new products and technologies that were developed and commercialized by our global R&D and commercial teams.
These investments helped propel Engineered Solutions' net sales to a record level of $257.2 million for 2013. Further,
we believe our investment in Engineered Solutions positions us for future growth. For 2013, maintenance capital
expenditures were approximately $76 million and growth capital expenditures were approximately $28 million, with a
majority of the growth capital related to our Engineered Solutions segment. For 2014, in our Industrial Materials
segment, at the mid-point of our guidance range, capital expenditures are expected to be approximately $60 million.
In our Engineered Solutions segment, we plan to invest approximately $40 million, of which $22 million will be growth
capital to support increasing demand for products used in the advanced consumer electronics (OLED/LED/LCD
displays, tablets, smartphones, eReaders) and energy (lithium ion batteries, LEDs, oil and gas) industries.
We had positive cash flow from operating activities during 2011, 2012 and 2013. Although the global
economic environment experienced significant swings in these periods, our working capital management and cost-
control initiatives allowed us to remain operating cash flow positive in both times of declining and improving
operating results.
At year end 2011 and continuing through 2012, we experienced increases in inventory levels resulting from
lower sales volumes driven by reduced demand for our products as well as from contractually obligated raw material
purchases. As discussed in Note 2 of the Financial Statements, we plan to close two graphite electrode manufacturing
facilities to better align our production with customer demand. We expect to continue to reduce inventory levels over
the next 12 months which will provide positive cash flows and increase our liquidity.
On July 24, 2012, our Board of Directors authorized a repurchase program for up to ten million shares.
Purchases under the program may take place from time to time in the open market, or through privately negotiated
transactions, as market, industry and economic conditions warrant. No shares have been purchased through this
purchase program.
In addition to the programs described above, upon the vesting or payment of stock awards, an employee may
elect receipt of the full share amount and either pay the resulting taxes or have shares sold in the open market to cover
the tax obligation. We sometimes elect to purchase these shares rather than have them sold in the open market.
Off-Balance Sheet Arrangements and Commitments. We have not undertaken or been a party to any
material off-balance-sheet financing arrangements or other commitments (including non-exchange traded contracts),
other than:
Notional amount of foreign exchange and commodity contracts.
Commitments under non-cancelable operating leases that, as of December31, 2013, totaled no
more than $1.8 million in each year and $2.5 million in the aggregate and as of December 31, 2013.
Letters of credit outstanding under our Revolving Facility of $10.5 million as of December 31, 2013.
Surety bonds and letters of credit with other banks totaling $7.1 million.
We are not affiliated with or related to any special purpose entity other than GrafTech Finance, our wholly-
owned and consolidated finance subsidiary.
Cash Flows.
The following is a discussion of our cash flow activities:
57

Years Ended
December31,
2011 2012 2013
(Dollars in millions)
Cash flow provided by
(used in):
Operating activities $ 76.6 $ 101.4 $ 116.8
Investing activities (162.0) (120.0) (83.8)
Financing activities 85.5 24.1 (37.6)
Operating Activities
Cash flow from operating activities represents cash receipts and cash disbursements related to all our
activities other than to investing and financing activities. Operating cash flow is derived by adjusting net income for:
Non-cash items such as depreciation and amortization; write-down of our investment in our non-
consolidated affiliate; stock-based compensation charges; equity in losses of our previously non-
consolidated affiliate
Gains and losses attributed to investing and financing activities such as gains and losses on the sale
of assets and currency (gains) and losses
Changes in operating short and long-term assets and liabilities which reflect timing differences
between the receipt and payment of cash associated with transactions and when they are recognized
in results of operations

During 2012, operating cashflow increased by $24.4 million compared to the operating cash flow of 2011.
Although inventories grew throughout 2012, due in part to a contractually-obligated purchase of raw materials, the
increase in 2012 was approximately $43.6 million lower than the inventory increase in 2011, as we took actions to
right size our operations to better align with customer demand. Similarly, our accounts receivable balance grew in
2012, but the amount of the increase was approximately $59.7 million lower than in 2011.
During 2013, operating cash flow increased by $15.4 million, driven primarily to reductions to working capital,
and in particular, reductions in inventory levels that were built up in 2011 and 2012. We expect continued reductions
in inventory in 2014 as we are no longer subject to contractually-obligated raw material purchases, and our planned
plant closures will better align production with customer demand.
The net impact of the changes in working capital (operating assets and liabilities), which are discussed in more
detail below, include the impact of changes in: receivables, inventories, prepaid expenses, accounts payable, accrued
liabilities, interest payable, and payments of other current liabilities. We continue to maximize our operating cash flows
by focusing on those working capital items that are most directly affected by changes in sales volume, such as accounts
receivable, inventories and accounts payable.
In 2013, changes in working capital resulted in a net source of funds of $32.0 million which was impacted
by:
source of funds of $37.4 million from the decrease in accounts receivable, which was due primarily to
the timing of sales and collections during the year;
source of funds from inventory reductions of $14.3 million primarily due to the planned reduction of
inventory levels built up in prior years and the reduction in contractually obligated raw material
purchases during 2013; and
use of funds of $38.2 million from a decrease in accounts payable and accruals, primarily due to
payments made for contractually obligated raw material purchases made in 2012 and 2013.
In 2012, changes in working capital resulted in a net use of funds of $106.2 million which was impacted by:
use of funds of $5.6 million from the increase in accounts receivable, which was due primarily to
increased sales volumes at the end of the period;
use of funds for inventories of $67.3 million primarily due to increased volumes on hand resulting
from lower sales volumes driven by reduced demand for our products coupled with contractually
obligated raw material purchases; and
58
use of funds of $32.8 million from a decrease in accounts payable and accruals, primarily tax driven,
through normal operations.
In 2011, changes in working capital resulted in a net use of funds of $142.6 million which was impacted by:
use of funds of $68.5 million from the increase in accounts receivable, which was due primarily to
anticipated increases in sales volumes;
use of funds for inventories of $111.4 million primarily due to the increased sales volume; and
source of funds of $39.4 million from an increase in accounts payable and accruals, primarily tax
driven, through normal operations and inventory purchases.
Operating cash flow also included cash outflows of $7.6 million, $15.0 million and $12.4 million for
contributions to pension and post retirement plans in 2011, 2012 and 2013, respectively.
Investing Activities.
Net cash used in investing activities was $83.8 million in 2013 and included:
capital expenditures of $86.3 million; and
cash inflows of $0.1 million related to proceeds from derivative instruments.
cash inflows of $1.5 million related to insurance recoveries
Net cash used in investing activities was $120.0 million in 2012 and included:
capital expenditures of $127.7 million; and
cash inflows of $7.6 million related to proceeds from derivative instruments.
Net cash used in investing activities was $162.0 million in 2011 and included:
cash paid for the acquisitions of Micron Research and FMI of $20.5 million;
capital expenditures of $156.6 million; and
cash inflows of $14.4 million related to proceeds from derivative instruments.
Financing Activities.
Net cash flow used by financing activities was $37.6 million in 2013 and included:
net payments on our Revolving Facility of $5.5 million;
cash outflows of $17.5 million related to our supply chain financing agreement
cash outflows of $1.8 million related to the repurchase of treasury shares; and
cash paid for refinancing fees and debt issuance costs of $0.6 million.
Net cash flow provided by financing activities was $24.1 million in 2012 and included:
proceeds from our Senior Note issuance of $300.0 million;
net payments on our Revolving Facility of $162.5 million;
cash outflows of $103.4 million related to the repurchase of treasury shares; and
cash paid for refinancing fees and debt issuance costs of $6.4 million.
Net cash flow provided by financing activities was $85.5 million in 2011 and included:
net borrowings under our Revolving Facility of $102.0 million, used primarily to finance the
acquisitions of Micron Research and FMI, and to fund inventory purchases during the year;
cash outflows of $30.9 million related to the repurchase of treasury shares; and
cash outflows of $5.0 million related to the refinancing of our Revolving Facility
Costs Relating to Protection of the Environment
We have been and are subject to increasingly stringent environmental protection laws and regulations. In
addition, we have an on-going commitment to rigorous internal environmental protection standards. Environmental
considerations are part of all significant capital expenditure decisions. The following table sets forth certain information
regarding environmental expenses and capital expenditures.
59

Years Ended
December31,
2011 2012 2013
(Dollars in thousands)
Expenses relating to environmental protection $ 15,723 $ 15,836 $ 14,612
Capital expenditures related to environmental protection 12,832 8,286 22,128
Critical Accounting Policies
Critical accounting policies are those that require difficult, subjective or complex judgments by management,
often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change
in subsequent periods. Our significant accounting policies are described in Note 1 Business and Summary of Significant
Accounting Policies of the Notes to the Consolidated Financial Statements. The following accounting policies are
deemed to be critical.
Business Combinations and Goodwill. The application of the purchase method of accounting for business
combinations requires the use of significant estimates and assumptions in the determination of the fair value of assets
acquired and liabilities assumed in order to properly allocate purchase price consideration between goodwill and assets
that are depreciated and amortized. Our estimates of the fair values of assets and liabilities acquired are based on
assumptions believed to be reasonable and, when appropriate, include assistance from independent third-party
appraisal firms.
As a result of our acquisitions of Seadrift Coke L.P. and C/G Electrodes LLC, we have a significant amount
of goodwill. Goodwill is tested for impairment annually or more frequently if an event or circumstance indicates that
an impairment loss may have been incurred. Application of the goodwill impairment test requires judgment, including
the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to
reporting units and determination of the fair value of each reporting unit. We estimate the fair value of each reporting
unit using a discounted cash flow methodology. This requires us to use significant judgment including estimation of
future cash flows, which is based upon internal forecasts, estimation of the long-term growth for our business, the
useful life over which cash flows will occur, determination of our weighted average cost of capital for purposes of
establishing discount rate and relevant market data.
Our annual impairment test of goodwill was performed as of December 31, 2013. The estimated fair values
of our reporting units were based on discounted cash flow models derived from internal earnings forecasts and
assumptions. The assumptions and estimates used in these valuations incorporated the current and expected economic
environment based on external market projections and our industry experience. Our model was based on our internally
developed forecast and based on these valuations, the fair value substantially exceeded our net asset value. In
addition, to the quantitative analysis, we have qualitatively assessed our reporting units and we believe that the
quantitative analysis supporting the fair value in excess of the carrying value is appropriate. However, a further
deterioration in the global economic environment or in any of the input assumptions in our calculation could adversely
affect the fair value of our reporting units and result in an impairment of some or all of the goodwill on the balance
sheet.
Refer to Note 1 Business and Summary of Significant Accounting Policies of the Notes to the Consolidated
Financial Statements for further information regarding our goodwill impairment testing.
Reliance on Estimates. In preparing the Consolidated Financial Statements, we use and rely on estimates
in determining the economic useful lives of our assets, obligations under our employee benefit plans, provisions for
doubtful accounts, provisions for restructuring charges and contingencies, tax valuation allowances, evaluation of
goodwill, our investment in our previously non-consolidated affiliate and other intangible assets, pension and
postretirement benefit obligations and various other recorded or disclosed amounts, including inventory valuations.
Estimates require us to use our judgment. While we believe that our estimates for these matters are reasonable, if the
actual amount is significantly different than the estimated amount, our assets, liabilities or results of operations may
be overstated or understated.
Employee Benefit Plans. We sponsor various retirement and pension plans, including defined benefit and
defined contribution plans and postretirement benefit plans that cover most employees worldwide. Excluding the defined
contribution plans, accounting for these plans requires assumptions as to the discount rate, expected return on plan
assets, expected salary increases and health care cost trend rate. See Note 12 Retirement Plans and Postretirement
Benefits of the Notes to the Consolidated Financial Statements for further details.
60
Contingencies. We account for contingencies by recording an estimated loss when information available
prior to issuance of the Consolidated Financial Statements indicates that it is probable that an asset has been impaired
or a liability has been incurred at the date of the Consolidated Financial Statements and the amount of the loss can
be reasonably estimated. Accounting for contingencies such as those relating to environmental, legal and income tax
matters requires us to use our judgment. While we believe that our accruals for these matters are adequate, if the
actual loss is significantly different from the estimated loss, our results of operations may be overstated or understated.
Legal costs expected to be incurred in connection with a loss contingency are expensed as incurred.
Impairments of Long-Lived Assets. We record impairment losses on long-lived assets used in operations
when events and circumstances indicate that the assets might be impaired and the future undiscounted cash flows
estimated to be generated by those assets are less than the carrying amount of those assets. Assets to be disposed
are reported at the lower of the carrying amount or fair value less estimated costs to sell. Estimates of the future cash
flows are subject to significant uncertainties and assumptions. If the actual value is significantly less than the estimated
fair value, our assets may be overstated. Future events and circumstances, some of which are described below, may
result in an impairment charge:
new technological developments that provide significantly enhanced benefits over our current
technology;
significant negative economic or industry trends;
changes in our business strategy that alter the expected usage of the related assets; and
future economic results that are below our expectations used in the current assessments.
Accounting for Income Taxes. When we prepare the Consolidated Financial Statements, we are required
to estimate our income taxes in each of the jurisdictions in which we operate. This process requires us to make the
following assessments:
estimate our actual current tax liability in each jurisdiction;
estimate our temporary differences resulting from differing treatment of items for tax and accounting
purposes (which result in deferred tax assets and liabilities that we include within the Consolidated
Balance Sheets); and
assess the likelihood that our deferred tax assets will be recovered from future taxable income and, if
we believe that recovery is not more likely than not, a valuation allowance is established
If our estimates are incorrect, our deferred tax assets or liabilities may be overstated or understated.
Revenue Recognition. Revenue from sales of our commercial products is recognized when persuasive
evidence of an arrangement exists, delivery has occurred, title has passed, the amount is determinable and collection
is reasonably assured. Sales are recognized when both title and the risks and rewards of ownership are transferred
to the customer or services have been rendered and fees have been earned in accordance with the contract.
Revenue from sales of non-commercial products manufactured to customer specifications are recognized
using the units-of-delivery measure under the percentage-of-completion accounting method as units are delivered and
accepted by the customer. Sales using this measure of progress are recognized at the contractually agreed upon unit
price.
Volume discounts and rebates are recorded as a reduction of revenue in conjunction with the sale of the
related products. Changes to estimates are recorded when they become probable. Shipping and handling revenues
relating to products sold are included as an increase to revenue. Shipping and handling costs related to products sold
are included as an increase to cost of sales.
Stock-Based Compensation Plans. Stock-based compensation expense is measured at the grant date,
based on the fair market value of the award and recognized over the requisite service period. The fair value of restricted
stock is based on the trading price of our common stock on the date of grant, less required adjustments to reflect
dividends paid and expected forfeitures or cancellations of awards throughout the vesting period, which ranges between
one and three years. Our stock option compensation expense calculated under the fair value method, using a Black
Scholes model, is recognized over the vesting period, which ranges between one and three years.
Recent Accounting Pronouncements
We discuss recently adopted and issued accounting standards in Note 1 Business and Summary of
Significant Accounting Policies of the Notes to the Consolidated Financial Statements.
61
Description of Our Financing Structure
We discuss our financing structure in more detail in Note 6 Long-Term Debt and Liquidity of the Notes to
the Consolidated Financial Statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk


We are exposed to market risks primarily from changes in interest rates, currency exchange rates, energy
commodity prices and commercial energy rates. We, from time to time, routinely enter into various transactions that
have been authorized according to documented policies and procedures to manage these well-defined risks. These
transactions relate primarily to financial instruments described below. Since the counterparties to these financial
instruments are large commercial banks and similar financial institutions, we do not believe that we are exposed to
material counterparty credit risk. We do not use financial instruments for trading purposes.
Our exposure to changes in interest rates results primarily from floating rate long-term debt tied to LIBOR or Euro
LIBOR. Our exposure to changes in currency exchange rates results primarily from:
sales made by our subsidiaries in currencies other than local currencies;
raw material purchases made by our foreign subsidiaries in currencies other than local currencies; and
investments in and intercompany loans to our foreign subsidiaries and our share of the earnings of those
subsidiaries, to the extent denominated in currencies other than the dollar.
Our exposure to changes in energy commodity prices and commercial energy rates results primarily from the
purchase or sale of refined oil products and the purchase of natural gas and electricity for use in our manufacturing
operations.
Currency Rate Management. We enter into foreign currency derivatives from time to time to attempt to manage
exposure to changes in currency exchange rates. These foreign currency derivatives, which include, but are not limited
to, forward exchange contracts and purchased currency options, attempt to hedge global currency exposures. Forward
exchange contracts are agreements to exchange different currencies at a specified future date and at a specified rate.
Purchased foreign currency options are instruments which give the holder the right, but not the obligation, to exchange
different currencies at a specified rate at a specified date or over a range of specified dates. Forward exchange contracts
and purchased currency options are carried at market value.
The outstanding foreign currency derivatives as of December31, 2012 and December 31, 2013 represented a
net unrealized losses of $1.3 million and $0.1 million, respectively.
Energy Commodity Management. We periodically enter into commodity derivative contracts and short duration
fixed rate purchase contracts to effectively fix some or all of our natural gas and refined oil product exposure. The
outstanding contracts represented no unrealized gain or loss as of December31, 2012 and a net unrealized gain of
$0.8 million as of December 31, 2013.
Interest Rate Risk Management. We periodically implement interest rate management initiatives to seek to
minimize our interest expense and the risk in our portfolio of fixed and variable interest rate obligations.
We periodically enter into agreements with financial institutions that are intended to limit, or cap, our exposure
to incurrence of additional interest expense due to increases in variable interest rates. These instruments effectively
cap our interest rate exposure. We currently do not have any such instruments outstanding.
Sensitivity Analysis. We use sensitivity analysis to quantify potential impacts that market rate changes may
have on the fair values of our foreign currency derivatives and our commodity derivatives. The sensitivity analysis
represents the hypothetical changes in value of the hedge position and does not reflect the related gain or loss on the
forecasted underlying transaction. As of December 31, 2013, a 10% appreciation or depreciation in the value of the
U.S. dollar against foreign currencies from the prevailing market rates would result in a corresponding increase of $4.3
million or a corresponding decrease of $3.9 million, respectively, in the fair value of the foreign currency hedge portfolio.
A 10% increase or decrease in the value of the underlying commodity prices that we hedge would result in a
corresponding increase or decrease of $4.7 million as of December 31, 2013 in the fair value of the commodity hedge
portfolio. Because of the high correlation between the hedging instrument and the underlying exposure, fluctuations
in the value of the instruments are generally offset by reciprocal changes in the value of the underlying exposure.
62
We had no interest rate derivative instruments outstanding as of December 31, 2013. A hypothetical increase in
interest rates of 100 basis points (1%)would have increased our interest expense by $1.1 million for the twelve months
ended December 31, 2013.
63
Item 8. Financial Statements and Supplementary Data
(Unless otherwise noted, all dollars are presented in thousands)

Page
See the Table of Contents located at the beginning of this Report for more detailed page references to
information contained in this Item.
Management's Report on Internal Control over Financial Reporting 64
Report of Independent Registered Public Accounting Firm 65
Consolidated Balance Sheets 66
Consolidated Statements of Operations and Comprehensive Income 67
Consolidated Statements of Cash Flows 68
Consolidated Statements of Stockholders Equity 70
Notes to the Consolidated Financial Statements 72
64
Managements Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting.
Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act as a process,
designed by, or under the supervision of, the chief executive officer and chief financial officer and effected by the board
of directors, management and other personnel of a company, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles, and includes those policies and procedures that:
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and
dispositions of assets of the company;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles and that receipts and expenditures
of the company are being made only in accordance with authorizations of management and the board of
directors; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of assets of the company that could have a material effect on its financial statements.
Internal control over financial reporting has inherent limitations which may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls
may become inadequate because of changes in conditions or because the level of compliance with related policies
or procedures may deteriorate.
Management has conducted an assessment of the effectiveness of our internal control over financial reporting
as of December 31, 2013 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control-Integrated Framework (1992). Based on that assessment, management
concluded that our internal control over financial reporting was effective as of December 31, 2013. The effectiveness
of the Companys internal control over financial reporting has been audited by PricewaterhouseCoopers LLP, our
independent registered public accounting firm, as stated in their report which is presented in this Annual Report on
Form 10-K.
Date: February27, 2014
/S/Joel L. Hawthorne
Joel L. Hawthorne,
President and Chief Executive Officer
/S/Erick R. Asmussen
Erick R. Asmussen,
Vice President and Chief Financial
Officer
65
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of GrafTech International Ltd.:
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of
operations and comprehensive income, of stockholders equity and of cash flows present fairly, in all material respects,
the financial position of GrafTech International Ltd. and its subsidiaries as of December 31, 2013 and 2012, and the
results of their operations and their cash flows for each of the three years in the period ended December 31, 2013 in
conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the
Company maintained, in all material respects, effective internal control over financial reporting as of December 31,
2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). The Companys management is responsible for
these financial statements, for maintaining effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting, included in the accompanying Managements Report on
Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements and
on the Companys internal control over financial reporting based on our integrated audits. We conducted our audits in
accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements
are free of material misstatement and whether effective internal control over financial reporting was maintained in all
material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation. Our audit of internal control over
financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. Our audits also included performing such other procedures as we considered necessary
in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A companys internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A companys internal control over financial reporting includes
those policies and procedures that (i)pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company; (ii)provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and (iii)provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have
a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
/s/PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
Cleveland, Ohio
February27, 2014
66
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share data)
December 31,
2012
December 31,
2013
ASSETS
Current assets:
Cash and cash equivalents $ 17,317 $ 11,888
Accounts and notes receivable, net of allowance for doubtful accounts of $7,573
as of December31, 2012 and $6,718 as of December31, 2013 236,429 199,566
Inventories 513,065 490,414
Prepaid expenses and other current assets 56,190 73,790
Total current assets 823,001 775,658
Property, plant and equipment 1,532,359 1,588,880
Less: accumulated depreciation 698,452 767,895
Net property, plant and equipment 833,907 820,985
Deferred income taxes 6,157 10,334
Goodwill 498,261 496,810
Other assets 136,589 114,061
Total assets $ 2,297,915 $ 2,217,848
LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Accounts payable $ 128,120 $ 115,212
Short-term debt 8,426 1,161
Accrued income and other taxes 30,923 30,687
Rationalizations 18,421
Supply chain financing liability 26,962 9,455
Other accrued liabilities 50,953 40,939
Total current liabilities 245,384 215,875
Long-term debt 535,709 541,593
Other long-term obligations 125,005 97,947
Deferred income taxes 41,966 41,684
Contingencies Note 14
Stockholders equity:
Preferred stock, par value $.01, 10,000,000 shares authorized, none issued
Common stock, par value $.01, 225,000,000 shares authorized, 150,869,227
shares issued as of December31, 2012 and 151,929,565 shares issued as of
December31, 2013 1,509 1,519
Additional paid in capital 1,812,592 1,820,451
Accumulated other comprehensive loss (280,678) (292,624)
Retained earnings 66,884 39,625
Less: cost of common stock held in treasury, 16,418,710 shares as of
December31, 2012 and 16,341,311 as of December31, 2013 (249,487) (247,190)
Less: common stock held in employee benefit and compensation trusts, 76,095
shares as of December31, 2012 and 87,206 shares as of December31, 2013 (969) (1,032)
Total stockholders equity 1,349,851 1,320,749
Total liabilities and stockholders equity $ 2,297,915 $ 2,217,848
See accompanying Notes to the Consolidated Financial Statements
67
GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Dollars in thousands, except per share data)

For the year ended December 31,


2011 2012 2013
Net sales $ 1,320,184 $ 1,248,264 $ 1,166,674
Cost of sales 995,638 932,460 1,027,608
Gross profit 324,546 315,804 139,066
Research and development 13,976 13,796 10,437
Selling and administrative expenses 144,561 145,540 111,043
Rationalizations 20,156
Operating income (loss) 166,009 156,468 (2,570)
Other expense (income), net 4,835 (1,005) 1,698
Interest expense 18,307 23,247 36,037
Interest income (424) (261) (203)
Income before income taxes 143,291 134,487 (40,102)
(Benefit) provision for income taxes (9,893) 16,846 (12,843)
Net income (loss) $ 153,184 $ 117,641 $ (27,259)
Basic income (loss) per common share:
Net income (loss) per share $ 1.06 $ 0.85 $ (0.20)
Weighted average common shares outstanding 145,156 138,552 135,067
Diluted income (loss) per common share:
Net income (loss) per share $ 1.05 $ 0.84 $ (0.20)
Weighted average common shares outstanding 146,402 139,700 135,415
STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Net income (loss) $ 153,184 $ 117,641 $ (27,259)
Other comprehensive income:
Foreign currency translation adjustments (32,202) (9,929) (13,981)
Commodities and foreign currency derivatives and other, net of
tax of $1,714, $2,327 and ($300), respectively
6,023 (8,812) 2,035
Other comprehensive loss, net of tax: (26,179) (18,741) (11,946)
Comprehensive income (loss) $ 127,005 $ 98,900 $ (39,205)
See accompanying Notes to the Consolidated Financial Statements
68
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)

FortheyearendedDecember31,
2011 2012 2013
Cash flow from operating activities:
Net income (loss) $ 153,184 $ 117,641 $ (27,259)
Adjustmentstoreconcilenetincometocashprovidedby
operations:
Depreciation and amortization 81,953 81,660 123,397
Rationalization related fixed asset write offs 8,010
Deferred income tax benefit (45,053) 8,130 (22,369)
Post-retirement and pension plan changes 27,184 13,349 (10,544)
Currency impact (1,463) (3,509) 560
Stock-based compensation 8,910 9,601 8,035
Interest expense 11,607 12,500 14,052
Insurance recoveries 4,007
Other charges, net (11,201) (16,492) 6,602
(Increase) decrease in working capital* (142,587) (106,220) 31,980
Increase in long-term assets and liabilities (5,937) (19,267) (15,627)
Net cash provided by operating activities 76,597 101,400 116,837
Cash flow from investing activities:
Capital expenditures (156,616) (127,728) (86,344)
Insurance recoveries 1,500
Proceeds from derivative instruments 14,412 7,572 114
Cash paid for acquisitions (20,510)
Other 748 194 929
Net cash used in investing activities (161,966) (119,962) (83,801)
Cash flow from financing activities:
Short-term debt (reductions) borrowings, net 14,016 (5,738) (7,265)
Revolving Facility borrowings 584,000 425,000 166,000
Revolving Facility reductions (482,000) (587,500) (171,500)
Proceeds from long-term debt 300,000
Principal payments on long-term debt (222) (225) (225)
Supply chain financing 4,970 (2,967) (17,508)
Proceeds from exercise of stock options 2,028 157 448
Purchase of treasury shares (30,940) (103,445) (1,825)
Refinancing fees and debt issuance costs (4,988) (6,385) (560)
Other (1,403) 5,215 (5,210)
Net cash provided by (used in) financing activities 85,461 24,112 (37,645)
Net increase (decrease) in cash and cash equivalents 92 5,550 (4,609)
Effect of exchange rate changes on cash and cash equivalents (759) (662) (820)
Cash and cash equivalents at beginning of period 13,096 12,429 17,317
Cash and cash equivalents at end of period $ 12,429 $ 17,317 $ 11,888

See accompanying Notes to the Consolidated Financial Statements


69
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Dollars in thousands)

FortheyearendedDecember31,
2011 2012 2013
Supplemental disclosures of cash flow information:
Net cash paid during the periods for:
Interest $ 6,609 $ 9,279 $ 21,825
Income taxes 26,224 26,209 8,357
Non-cash operating, investing and financing activities:
Common stock issued to savings and pension plan trusts 4,414 4,593 4,561
* Net change in working capital due to the following components:
(Increase) decrease in current assets:
Accounts and notes receivable, net $ (68,462) $ (5,563) $ 37,366
Inventories (111,395) (67,314) 14,324
Prepaid expenses and other current assets (2,082) (2,281) (209)
Increase (decrease) in accounts payables and accruals 39,097 (32,759) (38,198)
Rationalizations 18,421
Increase in interest payable 255 1,697 276
(Increase) decrease in working capital $ (142,587) $ (106,220) $ 31,980
See accompanying Notes to the Consolidated Financial Statements
7
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72
GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except as otherwise noted)

(1) Business and Summary of Significant Accounting Policies


Discussion of Business and Structure
GrafTech International Ltd. is one of the worlds largest manufacturers and providers of high quality synthetic
and natural graphite and carbon based products. References herein to GTI, we, our, or us refer collectively to
GrafTech International Ltd. and its subsidiaries. We have seven major product categories: graphite electrodes, refractory
products, needle coke products, advanced graphite materials, advanced composite materials, advanced electronics
technologies, and advanced materials, which are reported in the following segments:
Industrial Materials includes graphite electrodes, refractory products and needle coke products, and
primarily serves the steel industry.
Engineered Solutions includes advanced graphite materials, advanced composite materials, advanced
electronics technologies, and advanced materials and provides primary and specialty products to the
advanced electronics, industrial, energy, transportation and defense markets.
Summary of Significant Accounting Policies
The Consolidated Financial Statements include the financial statements of GrafTech International Ltd. and
its wholly-owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation.
Cash Equivalents
We consider all highly liquid financial instruments with original maturities of three months or less to be cash
equivalents. Cash equivalents consist of certificates of deposit, money market funds and commercial paper.
Revenue Recognition
Revenue from sales of our commercial products is recognized when they meet four basic criteria
(1)persuasive evidence of an arrangement exists, (2)delivery has occurred, (3)the amount is determinable and
(4)collection is reasonably assured. Sales are recognized when both title and the risks and rewards of ownership are
transferred to the customer or services have been rendered and fees have been earned in accordance with the contract.
Revenue from sales of non-commercial products manufactured to customer specifications are recognized
using the units-of-delivery measure under the percentage-of-completion accounting method as units are delivered and
accepted by the customer. Sales using this measure of progress are recognized at the contractually agreed upon unit
price.
Volume discounts and rebates are estimated and are recorded as a reduction of revenue in conjunction with
the sale of the related products. Changes to estimates are recorded when they become probable. Shipping and handling
revenues billed to our customers are included in net sales and the related shipping and handling costs are included
as an increase to cost of sales.
Earnings per Share
The calculation of basic earnings per share is based on the weighted-average number of our common shares
outstanding during the applicable period. We use the two-class method of computing earnings per share for our
instruments granted in share-based payment transactions that are determined to be participating securities prior to
vesting.
Diluted earnings per share recognizes the dilution that would occur if outstanding stock options and restricted
stock awards were exercised or converted into common shares. We use the treasury stock method to compute the
dilutive effect of our stock options and restricted stock awards (using the average market price for the period).
73
Inventories
Inventories are stated at the lower of cost or market. Cost is principally determined using the first-in first-
out (FIFO) and average cost, which approximates FIFO, methods. Elements of cost in inventory include raw materials,
direct labor and manufacturing overhead.
Property, Plant and Equipment
Expenditures for property, plant and equipment are recorded at cost. Maintenance and repairs of property
and equipment are expensed as incurred. Expenditures for replacements and betterments are capitalized and the
replaced assets are retired. Gains and losses from the sale of property are included in cost of goods sold or other
(income) expense, net. We depreciate our assets using the straight-line method over the estimated useful lives of the
assets. The ranges of estimated useful lives are as follows:

Years
Buildings 25-40
Land improvements 20
Machinery and equipment 5-20
Furniture and fixtures 5-10
The carrying value of fixed assets is assessed when events and circumstances indicating impairment are
present. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the
assets to future undiscounted net cash flows expected to be generated by the assets. If the assets are considered to
be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets
exceeds the fair value of the assets. Assets to be disposed are reported at the lower of the carrying amount or fair
value less costs to sell.
Depreciation expense was $58.3 million for 2011, $59.6 million for 2012, and $102.9 million (including $28.3
million of rationalization related accelerated depreciation) for 2013.
Accounts Receivable
Trade accounts receivable primarily arise from sales of goods to customers and distributors in the normal
course of business.
Sales of trade accounts receivable
We have in the past sold certain trade accounts receivable to a bank under a factoring arrangement. The
receivables were sold at a discount on a nonrecourse basis and we did not retain interests in the receivables sold. We
also acted as a servicer of the sold receivables for a fee. The servicing duties included collecting payments on
receivables and remitting them to the bank. While servicing the receivables, we applied the same servicing policies
and procedures that are applied to our owned accounts receivable.
Allowance for Doubtful Accounts
Considerable judgment is required in assessing the realizability of receivables, including the current
creditworthiness of each customer, related aging of the past due balances and the facts and circumstances surrounding
any non-payment. We evaluate specific accounts when we become aware of a situation where a customer may not
be able to meet its financial obligations. The reserve requirements are based on the best facts available to us and are
reevaluated and adjusted as additional information is received. Receivables are charged off when amounts are
determined to be uncollectible.
Capitalized Bank Fees
We capitalize bank fees upon the incurrence of debt. As of December31, 2012 and December31, 2013,
capitalized bank fees amounted to $12.1 million and $9.8 million, respectively. We amortize such amounts over the
life of the respective debt instrument using the effective interest method. The estimated life may be adjusted upon the
occurrence of a triggering event. Amortization of capitalized bank fees amounted to $1.4 million in 2011, $1.7 million
in 2012, and $2.5 million in 2013, respectively, and is included in interest expense.
GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
74
Derivative Financial Instruments
We do not use derivative financial instruments for trading purposes. They are used to manage well-defined
commercial risks associated with commodity contracts and currency exchange rate risks.
Foreign Currency Derivatives
We enter into foreign currency derivatives from time to time to manage exposure to changes in currency
exchange rates. These instruments, which include, but are not limited to, forward exchange contracts and purchased
currency options, attempt to hedge global currency exposures, relating to non-dollar denominated debt and identifiable
foreign currency receivables, payables and commitments held by our foreign and domestic subsidiaries. Forward
exchange contracts are agreements to exchange different currencies at a specified future date and at a specified rate.
Purchased foreign currency options are instruments which give the holder the right, but not the obligation, to exchange
different currencies at a specified rate at a specified date or over a range of specified dates. The result is the creation
of a range in which a best and worst price is defined, while minimizing option cost. Forward exchange contracts and
purchased currency options are carried at fair value. These contracts are treated as hedges to the extent they are
effective. Changes in fair values related to these contracts are recognized in other comprehensive income in the
Consolidated Balance Sheets until settlement. At the time of settlement, realized gains and losses are recognized in
revenue or cost of goods sold on the Consolidated Statements of Income. For derivatives that are not designated as
a hedge, any gain or loss is immediately recognized in Cost of Goods Sold or Other (Income) Expense on the the
Consolidated Statements of Operations. Derivatives used in this manner relate to risks resulting from assets or
liabilities denominated in a foreign currency.
Commodity Derivative Contracts
We periodically enter into derivative contracts for natural gas and certain refined oil products. These contracts
are entered into to protect against the risk that eventual cash flows related to these products will be adversely affected
by future changes in prices. All commodity contracts are carried at fair value and are treated as hedges to the extent
they are effective. Changes in their fair values are included in other comprehensive income in the Consolidated Balance
Sheets until settlement. At the time of settlement of these hedge contracts, realized gains and losses are recognized
as part of cost of goods sold on the Consolidated Statements of Income.
Research and Development
Expenditures relating to the development of new products and processes, including significant improvements
to existing products, are expensed as incurred.
Income Taxes
We file a consolidated United States (U.S.) federal income tax return for GTI and its eligible domestic
subsidiaries. Our non-U.S. subsidiaries file income tax returns in their respective local jurisdictions. We account for
income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to temporary differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases and tax benefit carry forwards. Deferred tax assets and liabilities
at the end of each period are determined using enacted tax rates. A valuation allowance is established or maintained,
when, based on currently available information and other factors, it is more likely than not that all or a portion of a
deferred tax asset will not be realized.
Under the guidance on accounting for uncertainty in income taxes, we recognize the benefit from an uncertain
tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities,
based on the technical merits of the position. The tax benefits recognized in the financial statements from such a
position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized
upon ultimate settlement. The guidance on accounting for uncertainty in income taxes also provides guidance on
derecognition, classification, interest and penalties on income taxes, and accounting in interim periods.
Stock-Based Compensation Plans
We have various plans that provide for the granting of stock-based compensation to employees and, in
certain instances, to non-employee directors, which are described more fully in Note 13, Management Compensation
and Incentive Plans. Shares are issued upon vesting or option exercise from authorized, unissued shares.
GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
75
We account for those plans under the applicable standards on accounting for share-based payment. For
transactions in which we obtain employee services in exchange for an award of equity instruments, we measure the
cost of the services based on the grant date fair value of the award. We recognize the cost over the period during
which an employee is required to provide services in exchange for the award, known as the requisite service period
(usually the vesting period). Costs related to plans with graded vesting are generally recognized using a straight-line
method. Cash flows resulting from tax benefits for deductions in excess of compensation cost recognized are included
in financing cash flows.
Retirement Plans and Postretirement Benefits
We use actuarial methods and assumptions to account for our defined benefit pension plans and our
postretirement benefits. We immediately recognize the change in the fair value of plan assets and net actuarial gains
and losses annually in the fourth quarter of each year (MTM Adjustment) and whenever a plan is remeasured (e.g.
due to a significant curtailment, settlement, etc.). Pension and postretirement benefits expense includes the MTM
adjustment, actuarially computed cost of benefits earned during the current service period, the interest cost on accrued
obligations, the expected return on plan assets based on fair market values, and adjustments due to plan settlements
and curtailments. Contributions to the qualified U.S. retirement plan are made in accordance with the requirements of
the Employee Retirement Income Security Act of 1974.
Postretirement benefits and benefits under the non-qualified retirement plan have been accrued, but not
funded. The estimated cost of future postretirement life insurance benefits is determined by the Company with
assistance from independent actuarial firms using the projected unit credit actuarial cost method. Such costs are
recognized as employees render the service necessary to earn the postretirement benefits. We record our balance
sheet position based on the funded status of the plan.
We exclude the inactive participant portion of our pension and other postretirement benefit costs as a
component of inventoriable costs. Additional information with respect to benefits plans is set forth in Note 12, Retirement
Plans and Postretirement Benefits.
Environmental, Health and Safety Matters
Our operations are governed by laws addressing protection of the environment and worker safety and health.
These laws provide for civil and criminal penalties and fines, as well as injunctive and remedial relief, for noncompliance
and require remediation at sites where hazardous substances have been released into the environment.
We have been in the past, and may become in the future, the subject of formal or informal enforcement
actions or proceedings regarding noncompliance with these laws or the remediation of company-related substances
released into the environment. Historically, such matters have been resolved by negotiation with regulatory authorities
resulting in commitments to compliance, abatement or remediation programs and in some cases payment of penalties.
Historically, neither the commitments undertaken nor the penalties imposed on us have been material.
Environmental considerations are part of all significant capital expenditure decisions. Environmental
remediation, compliance and management expenses were approximately $15.7 million in 2011, $15.8 million in 2012,
and $14.6 million in 2013. The accrued liability relating to environmental remediation was $8.3 million as of
December31, 2012 and $7.0 million as of December31, 2013. A charge to income is recorded when it is probable
that a liability has been incurred and the cost can be reasonably estimated. When payments are fixed or determinable,
the liability is discounted using a rate at which the payments could be effectively settled.
Our environmental liabilities do not take into consideration possible recoveries of insurance proceeds.
Because of the uncertainties associated with environmental remediation activities at sites where we may be potentially
liable, future expenses to remediate sites could be considerably higher than the accrued liability.
Foreign Currency Translation
We translate the financial statements of foreign subsidiaries, whose local currency is their functional currency,
to U.S. dollars using period-end exchange rates for assets and liabilities and weighted average exchange rates for
each period for revenues, expenses, gains and losses. Differences arising from exchange rate changes are included
in accumulated other comprehensive loss on the Consolidated Balance Sheets until such time as the operations of
such non-U.S. subsidiaries are sold or substantially or completely liquidated.
For our Mexican, Swiss and Russian subsidiaries, whose functional currency is the U.S. dollar, we remeasure
non-monetary balance sheet accounts and the related income statement accounts at historical exchange rates.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
76
Resulting gains and losses arising from the fluctuations in currency for monetary accounts are recognized in other
(income) expense, net, in the Consolidated Statements of Income. Gains and losses arising from fluctuations in currency
exchange rates on transactions denominated in currencies other than the functional currency are recognized in earnings
as incurred.
We have non-dollar denominated intercompany loans between some of our foreign subsidiaries. These loans
are subject to remeasurement gains and losses due to changes in currency exchange rates. Certain of these loans
had been deemed to be essentially permanent prior to settlement and, as a result, remeasurement gains and losses
on these loans were recorded as a component of accumulated other comprehensive loss in the stockholders equity
section of the Consolidated Balance Sheets. The remaining loans are deemed to be temporary and, as a result,
remeasurement gains and losses on these loans are recorded as currency (gains/losses) in other (income) expense,
net, on the Consolidated Statements of Income.
Software Development Costs
In connection with our development and implementation of global enterprise resource planning systems with
advanced manufacturing, planning and scheduling software, we capitalize certain computer software costs after
technological feasibility is established. These costs are capitalized within property, plant and equipment and are
amortized utilizing the straight-line method over the economic lives of the related products. Total costs capitalized as
of December31, 2012 and 2013 amounted to $18.1 million and $17.8 million, respectively. Amortization expense for
capitalized software was $1.6 million for 2011 , $1.4 million for 2012 and $1.0 million for 2013.
Rationalizations
We record costs for rationalization actions implemented to reduce excess and high-cost manufacturing
capacity and operating and administrative costs. For ongoing benefit arrangements, a liability is recognized when it
is probable that employees will be entitled to benefits and the amount can be reasonably estimated. These conditions
are generally met when the rationalization plan is approved by management. For one-time benefit arrangements, a
liability is incurred and must be accrued at the date the plan is communicated to employees, unless they will be retained
beyond a minimum retention period. In this case, the liability is calculated at the date the plan is communicated to
employees and is accrued ratably over the future service period. Other costs generally include contract terminations,
inventory losses, and fixed asset write-offs. The charge for these costs is recognized in the period in which the liability
is incurred. Rationalization charges related to accelerated depreciation and asset impairments are recorded in Cost
of sales. See Note 2 for more information.
Goodwill and Other Intangible Assets
Goodwill is the excess of the acquisition cost of businesses over the fair value of the identifiable net assets
acquired. We do not recognize deferred income taxes for the difference between the assigned value and the tax basis
related to nondeductible goodwill. Goodwill is not amortized; however, impairment testing is performed annually or
more frequently if circumstances indicate that impairment may have occurred. We perform the goodwill impairment
test annually at December31.
The impairment test for goodwill uses a two-step approach, which is performed at the reporting unit level.
Step one compares the fair value of the reporting unit (using a discounted cash flow method) to its carrying value. The
fair value for each reporting unit with goodwill is determined in accordance with accounting guidance on determining
fair value, which requires consideration of the income, market, and cost approaches as applicable. If the carrying value
exceeds the fair value, there is potential impairment and step two must be performed. Step two compares the carrying
value of the reporting units goodwill to implied fair value (i.e., fair value of the reporting unit less the fair value of the
units assets and liabilities, including identifiable intangible assets). If the fair value of goodwill is less than the carrying
amount of goodwill, an impairment is recognized.
Other amortizable intangible assets, which consist primarily of trademarks and trade names, customer-
related intangibles, and technological know-how, are amortized over their estimated useful lives using the straight line
or sum-of-the-years digits method. The estimated useful lives for each major category of amortizable intangible assets
are:
GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
77
Years
Trade name 5-10
Technology and know-how 5-9
Customer related intangible 5-14
Additional information about goodwill and other intangibles is set forth in Note 5 Goodwill and Other Intangible
Assets.
Major Maintenance and Repair Costs
We perform scheduled major maintenance of the storage and processing units at our Seadrift plant (referred
to as overhaul). Time periods between overhauls vary by unit. We also perform an annual scheduled significant
maintenance and repair shutdown of the plant (referred to as turnaround).
Costs of overhauls and turnarounds include plant personnel, contract services, materials, and rental
equipment. We defer these costs when incurred and use the straight-line method to amortize them over the period of
time estimated to lapse until the next scheduled overhaul of the applicable storage or processing unit or over one year
for our turnaround. Under this policy in 2012, costs deferred were $9.3 million and costs amortized were $7.4 million.
Costs deferred in 2013 were $7.5 million and costs amortized were $7.8 million.
Our turnaround, normally scheduled during the spring or early summer of each year, was completed during
June 2013.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles
(GAAP) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent liabilities at the date of the Consolidated Financial Statements and the reported amounts
of revenue and expenses. Significant estimates and assumptions are used for, but are not limited to, pension and
other post-retirement benefits, allowance for doubtful accounts, accruals and valuation allowances, asset impairment,
and environmental-related accruals. Actual results could differ from our estimates.
Subsequent Events
We evaluate events that occur after the balance sheet date but before financial statements are issued to
determine if a material event requires our amending the financial statements or disclosing the event.
Basis of Presentation
During 2013, the Company recorded additional depreciation expense of $2.7 million ($1.8 million net of
tax), to correct certain errors related to prior periods. These charges were recorded primarily to release to cost of
sales depreciation expenses that were previously incorrectly deferred to inventory. These adjustments were not
material to 2013 or any previously issued financial statements.
Reclassification
Certain amounts previously reported have been reclassified to conform to the current year presentation.
Recent Accounting Standards
In February 2013, the FASB issued guidance on "Amounts Reclassified Out of Accumulated Other
Comprehensive Income." The guidance requires an entity to report the effect of significant reclassifications out of
accumulated other comprehensive income on the respective line items in net income if the amount being reclassified
is required under U.S. GAAP to be reclassified in its entirety to net income. For other amounts that are not required
under U.S. GAAP to be reclassified in their entirety from accumulated other comprehensive income to net income in
the same reporting period, an entity is required to cross-reference to other disclosures required under U.S. GAAP that
provide additional detail about those amounts. We adopted the guidance effective March 1, 2013 and its adoption did
not have a material effect on our consolidated financial statements.
In July 2013, the Financial Accounting Standards Board ("FASB") issued guidance on Income Taxes for
Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax
Credit Carryforward Exists. This guidance requires that financial statements reflect a deferred tax asset for a net
GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
78
operating loss carryforward, a similar tax loss, or a tax credit carryforward as reduced by any unrecognized tax benefit,
or a portion of an unrecognized tax benefit. The updated guidance is effective for the Company's interim and annual
periods beginning after December 15, 2013, which will be effective for us beginning fiscal 2014. We do not expect the
adoption of this guidance to have a significant impact on our consolidated financial statements.
(2) Rationalizations

Industrial Materials Rationalization
On October 31, 2013, we announced a global initiative to reduce our Industrial Materials segment's cost base
and improve our competitive position. As part of this initiative, we will close our two highest cost graphite electrode
plants, located in Brazil and South Africa, as well as a machine shop in Russia. Upon these closures, our graphite
electrode capacity will be reduced by approximately 60,000 metric tons. In parallel, we adopted measures for additional
overhead reductions and related corporate operations. These actions in total are expected to reduce global headcount
by approximately 600 people or approximately 20 percent of our global workforce. The rationalization plan is targeted
to be substantially complete by the end of the second quarter of 2014
This rationalization initiative will result in approximately $100 million of pre-tax charges , of which approximately
$30 million will be cash outlays, the majority of which will be incurred in 2014, and funded through working capital
improvements. The remaining $70 million are non-cash costs, which primarily reflects the accelerated depreciation of
assets, and will be expensed throughout the wind-down period. This rationalization plan is targeted to be substantially
complete by the end of the second quarter of 2014
Impact to 2013 financial results
In 2013, as a result of the Industrial Materials rationalization, we incurred $19.4 million in charges for post-
employment benefits (including corporate charges) and contract termination costs, in Rationalizations. As a result of
the planned shut-down, certain assets in progress were written off and the estimated useful life of productive assets
changed. Consequently, we incurred non-cash charges of $28.3 million of accelerated depreciation and $5.7 million
of asset write-off, recorded in Cost of sales. We also recorded in Cost of sales $8.3 million of loss reserves for inventory
of products that will not be used prior to the expected plant closures and will not be utilized elsewhere. This charge
was also recorded in Cost of sales.
Engineering Solutions Rationalization
In order to optimize our Engineered Solutions platform and improve our cost structure, we initiated actions to
centralize certain operations and reduce overhead. These actions are expected to reduce global headcount by
approximately 40 people. The total expected cost of these actions is approximately $4.5 million, approximately $1.0
million of which will be cash outlays, the majority of which will be incurred in 2014. The remaining $3.5 million are non-
cash costs, which primarily reflect the write-off of assets. We incurred approximately $3.9 million of expense related
to this initiative in 2013 and we expect the remainder to be incurred in the first half of 2014.
Impact to 2013 financial results
In 2013, as a result of the Engineering Solutions Rationalization we incurred $0.8 million in charges for post-
employment benefits (including corporate charges), recorded in Rationalizations. As a result of the centralization
plans, certain assets were written off. Consequently, we incurred non-cash charges of $2.3 million in Cost of sales.
Additionally, the estimated useful lives of certain productive assets were changed, which will result in accelerated
depreciation charges in 2014. We also recorded in Cost of sales $0.9 million of loss reserves for inventory that will
not be used as a result of the centralization plans.
The following table represents the roll-forward of the liability incurred for employee termination benefits and
contract termination costs incurred in connection with the two initiatives described above. This liability is recorded
as a current liability on the Consolidated Balance Sheet.
GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
79
(in thousands)
Balance as of December 31, 2012 $
Charges incurred 16,159
Change in estimates 3,997
Payments and settlements (1,506)
Effect of change in currency exchange rates (229)
Balance as of December 31, 2013 $ 18,421
Charges incurred related to these plans for the year ended December 31, 2013 are as follows:
For the Twelve Months Ended
December 31, 2013
Industrial
Materials
Segment
Engineered
Solutions
Segment Total
(dollars in thousands)
Accelerated depreciation (recorded in Cost of sales) 28,326 28,326
Inventory loss (recorded in Cost of sales) 8,255 896 9,151
Fixed asset write-offs (recorded in Cost of sales) 5,736 2,274 8,010
Other (recorded Selling and administrative) 59 59
Severance and related costs (recorded in Rationalizations) 18,579 767 19,346
Contract terminations (recorded in Rationalizations) 810 810
Total rationalization and related charges $ 61,765 $ 3,937 $ 65,702
(3) Segment Reporting
We operate in two reportable segments: Industrial Materials and Engineered Solutions.
Industrial Materials. Our Industrial Materials segment manufactures and delivers high quality graphite
electrodes, refractory products and needle coke products. Electrodes are key components of the conductive power
systems used to produce steel and other non-ferrous metals. Refractory products are used in blast furnaces and
submerged arc furnaces due to their high thermal conductivity and the ease with which they can be machined to large
or complex shapes. Needle coke, a crystalline form of carbon derived from decant oil, is the key ingredient in, and is
used primarily in, the production of graphite electrodes.
Engineered Solutions. The Engineered Solutions segment includes advanced electronics technologies,
advanced graphite materials, advanced composite materials and advanced materials. Advanced electronics
technologies products consist of electronic thermal management solutions, fuel cell components, and sealing materials.
Advanced graphite materials are highly engineered synthetic graphite products used in many areas due to their unique
properties and the ability to tailor them to specific solutions. These products are used in transportation, alternative
energy, metallurgical, chemical, oil and gas exploration and various other industries. Advanced composite materials
are highly engineered carbon products that are woven into various shapes to primarily support the aerospace and
defense industries. Advanced materials use carbon and graphite powders as components or additives in a variety of
industries, including metallurgical processing, battery and fuel cell components, and polymer additives.
We continue to evaluate the performance of our segments based on segment operating income. Intersegment
sales and transfers are not material and the accounting policies of the reportable segments are the same as those for
our Consolidated Financial Statements as a whole. Corporate expenses are allocated to segments based on each
segments percentage of consolidated sales.
The following tables summarize financial information concerning our reportable segments:
GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
80

For the year Ended


December31,
2011 2012 2013
(Dollars in thousands)
Net sales to external customers:
Industrial Materials $ 1,132,194 $ 1,025,571 $ 909,448
Engineered Solutions 187,990 222,693 257,226
Total net sales $ 1,320,184 $ 1,248,264 $ 1,166,674
Segment operating income:
Industrial Materials $ 158,547 $ 143,268 $ (22,452)
Engineered Solutions 7,462 13,200 19,882
Total segment operating income $ 166,009 $ 156,468 $ (2,570)
Reconciliation of segment operating income to income from
continuing operations before provision for income taxes
Other expense (income), net 4,835 (1,005) 1,698
Interest expense 18,307 23,247 36,037
Interest income (424) (261) (203)
Income (loss) before provision for income taxes $ 143,291 $ 134,487 $ (40,102)
Assets are managed based on geographic location because certain reportable segments share certain
facilities. Assets by reportable segment are estimated based on the value of long-lived assets at each location and
the activities performed at the location.
At December31,
2012 2013
(Dollarsinthousands)
Long-lived assets (a):
Industrial Materials. $ 633,205 $ 601,322
Engineered Solutions 200,702 219,663
Total long-lived assets $ 833,907 $ 820,985
The following tables summarize information as to our operations in different geographic areas.

For the year Ended


December31,
2011 2012 2013
(Dollars in thousands)
Net sales:
U.S. $ 353,416 $ 372,014 $ 289,866
Americas 252,316 195,748 177,602
Asia Pacific 240,220 235,658 220,945
Europe, Middle East, Africa 474,232 444,844 478,261
Total $ 1,320,184 $ 1,248,264 $ 1,166,674

GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
81

At December31,
2012 2013
(Dollarsinthousands)
Long-lived assets (a):
U.S. and Canada $ 523,818 $ 540,274
Mexico 79,279 83,428
Brazil 47,593 26,008
France 55,792 61,264
Spain 78,392 82,051
South Africa 36,937 16,408
Switzerland 4,829 4,618
Other countries 7,267 6,934
Total $ 833,907 $ 820,985
(a) Long-lived assets represent fixed assets, net of accumulated depreciation.
(4) Supply Chain Financing
We have a supply chain financing arrangement with a financing party. Under this arrangement, we essentially
assign our rights to purchase needle coke from a supplier to the financing party.The financing party purchases the
product from a supplier under the standard payment terms and then immediately resells it to us under longer payment
terms.The financing party pays the supplier the purchase price for the product and then we pay the financing party.Our
payment to the financing party for this needle coke includes a mark-up (the Mark-Up). The Mark-Up is a premium
expressed as a percentage of the purchase price. The Mark-Up is subject to quarterly reviews. This arrangement helps
us to maintain a balanced cash conversion cycle between inventory payments and the collection of receivables. Based
on the terms of the arrangement, the total amount that we owe to the financing party may not exceed $49.3 million at
any point in time.
We record the inventory once title and risk of loss transfers from the supplier to the financing party. We record
our liability to the financing party as an accrued liability. Our liability under this arrangement was $27.0 million and
$9.5 million as of December31, 2012 and December31, 2013, respectively. We recognized Mark-Up of $0.6 million
as interest expense in the twelve months ended December31, 2012 and $0.5 million in the twelve months ended
December31, 2013.
(5) Goodwill and Other Intangible Assets
The Company is required to review goodwill and indefinite-lived intangible assets annually for impairment.
Goodwill impairment is tested at the reporting unit level on an annual basis and between annual tests if an event occurs
or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying
value.
Our annual impairment test of goodwill was performed as of December 31, 2013. The estimated fair values
of our reporting units were based on discounted cash flow models derived from internal earnings forecasts and
assumptions. The assumptions and estimates used in these valuations incorporated the current and expected economic
environment. Our model was based on our internally developed forecast and based on these valuations, the fair value
substantially exceeded our net asset value. In addition, to the quantitative analysis, we have qualitatively assessed
our reporting units and we believe that the quantitative analysis supporting the fair value in excess of the carrying
value is appropriate. However, a further deterioration in the global economic environment or in any of the input
assumptions in our calculation could adversely affect the fair value of our reporting units and result in an impairment
of some or all of the goodwill on the balance sheet.
GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
82
The changes in the Companys carrying value of goodwill during the years ended December31, 2012 and
2013 are as follows:
Total
(DollarsinThousands)
Balance as of December 31, 2011 $ 498,681
Translation effect (420)
Balance as of December 31, 2012 498,261
Translation effect (1,451)
Balance as of December 31, 2013 $ 496,810
The following table summarizes acquired intangible assets with determinable useful lives by major category
as of December31, 2012 and 2013:

2012 2013
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
(Dollars in Thousands) (Dollars in Thousands)
Trade name 7,900 (2,870) 5,030 7,900 (3,944) 3,956
Technologyand know-how 43,349 (12,554) 30,795 43,349 (18,582) 24,767
Customerrelatedintangible 110,798 (31,233) 79,565 110,798 (44,664) 66,134
Total finite-lived intangible
assets
$ 162,047 $ (46,657) $ 115,390 $ 162,047 $ (67,190) $ 94,857
Amortization expense of intangible assets in 2011, 2012 and 2013 was $23.0 million, $22.3 million and $20.5
million, respectively. Estimated annual amortization expense for the next five years will approximate $19.0 million in
2014, $17.3 million in 2015, $13.2 million in 2016, $14.4 million in 2017 and $10.7 million in 2018.
(6) Long-Term Debt and Liquidity
The following table presents our long-term debt:
At December31,
2012 2013
(Dollarsinthousands)
Revolving Facility $ 69,500 $ 64,000
Senior Notes 300,000 300,000
Senior Subordinated Notes 164,183 175,675
Other debt 2,026 1,918
Total $ 535,709 $ 541,593
Revolving Facility
On October7, 2011, we successfully completed the refinancing of our principal revolving credit facility (Revolving
Facility). Borrowers under the Revolving Facility were GrafTech Finance Inc. (GrafTech Finance) and GrafTech
Switzerland S.A. (Swissco), both wholly-owned subsidiaries. On April20, 2012, as permitted by Section9.19 of the
October7, 2011 Credit Agreement, we entered into an Amended and Restated Credit Agreement pursuant to which,
on August 28, 2012, GrafTech Luxembourg II S..r.l. (Luxembourg Holdco) replaced Swissco as a Borrower. Swissco
is no longer entitled to borrow Loans under the Revolving Facility although it is entitled to request letters of credit
thereunder only for its own use.
The interest rate applicable to the Revolving Facility is, at GrafTechs option, either LIBOR plus a margin ranging
from 1.5% to 2.25% (depending on our total net leverage ratio) or, in the case of dollar denominated loans, the alternate
base rate plus a margin ranging from 0.50% to 1.25% (depending upon such ratio or rating). The alternate base rate
is the highest of (i)the prime rate announced by JPMorgan Chase Bank, N.A., (ii)the federal fund effective rate plus
one-half of 1.0% and (iii)the London interbank offering rate (as adjusted) for a one-month period plus 1.0%. The
GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
83
borrowers pay a per annum fee ranging from 0.25% to 0.40% (depending on such ratio) on the undrawn portion of the
commitments under the Revolving Facility.
The financial covenants require us to maintain a minimum cash interest coverage ratio of 3.00 to 1.00 and a
maximum senior secured leverage ratio of 2.25 to 1.00, subject to adjustment for certain events. As of December31,
2013, we were in compliance with all financial and other covenants contained in the Revolving Facility, as applicable.
Senior Notes
On November 20, 2012, GrafTech International Ltd. issued $300 million principal amount of 6.375% Senior
Notes due 2020. These Senior Notes are the Company's senior unsecured obligations and rank pari passu with all of
the Company's existing and future senior unsecured indebtedness. The Senior Notes are guaranteed on a senior
unsecured basis by each of the Company's existing and future subsidiaries that guarantee certain other indebtedness
of the Company or another guarantor.

The Senior Notes bear interest at a rate of 6.375% per year, payable semi-annually in arrears on May 15
and November 15 of each year, commencing on May 15, 2013. The Senior Notes mature on November 15, 2020.

The Company is entitled to redeem some or all of the Senior Notes at any time on or after November 15,
2016, at the redemption prices set forth in the Indenture. In addition, prior to November 15, 2016, the Company may
redeem some or all of the Senior Notes at a price equal to 100% of the principal amount thereof, plus accrued and
unpaid interest, if any, plus a make whole premium determined as set forth in the Indenture. The Company is also
entitled to redeem up to 35%of the aggregate principal amount of the Senior Notes before November 15, 2015 with
the net proceeds from certain equity offerings at a redemption price of 106.375% of the principal amount plus accrued
and unpaid interest, if any.
If, prior to maturity, a change in control (as defined in the Indenture) of the Company occurs and thereafter
certain downgrades of the ratings of the Senior Notes as specified in the Indenture occur, the Company will be required
to offer to repurchase any or all of the Senior Notes at a repurchase price equal to 101% of the aggregate principal
amount of the Senior Notes, plus any accrued and unpaid interest.
The Senior Notes are subject to covenants that, among other things, limit the ability of the Company and
certain of its subsidiaries to: (i) create liens or use assets as security in other transactions; (ii) engage in certain sale/
leaseback transactions; and (iii) merge, consolidate or sell, transfer, lease or dispose of substantially all of their assets.
The Senior Notes are subject to customary events of default, including (i) failure to pay principal or interest
on the Senior Notes when due and payable, (ii) failure to comply with covenants or agreements in the Indenture or
the Senior Notes which failures are not cured or waived as provided in the Indenture, (iii) failure to pay indebtedness
of the Company, any Subsidiary Guarantor or Significant Subsidiary (as defined in the Indenture) within any applicable
grace period after maturity or acceleration and the total amount of such indebtedness unpaid or accelerated exceeds
$50.0 million, (iv) certain events of bankruptcy, insolvency, or reorganization, (v) failure to pay any judgment or decree
for an amount in excess of $50.0 million against the Company, any Subsidiary Guarantor or any Significant Subsidiary
that is not discharged, waived or stayed as provided in the Indenture, (vi) cessation of any subsidiary guarantee to be
in full force and effect or denial or disaffirmance by any Subsidiary Guarantor of its obligations under its subsidiary
guarantee, and (vii) a default under the Company's Senior Subordinated Notes. In the case of an event of default, the
principal amount of the Senior Notes plus accrued and unpaid interest may be accelerated.
The Senior Notes are registered under the Securities Act of 1933, as amended.
Senior Subordinated Notes
On November30, 2010, in connection with the Acquisitions, we issued Senior Subordinated Notes for an
aggregate total face amount of $200 million. These Senior Subordinated Notes are non-interest bearing and mature
in 2015. Because the promissory notes are non-interest bearing, we were required to record them at their present
value (determined using an interest rate of 7%). The difference between the face amount of the promissory notes and
their present value is recorded as debt discount. The debt discount will be amortized to income using the interest
method, over the life of the promissory notes. The loan balance, net of unamortized discount, was $175.7 million at
December31, 2013.
GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
84
(7) Fair Value Measurements and Derivative Instruments
Fair Market Value Measurements
Depending on the inputs, we classify each fair value measurement as follows:
Level 1 based upon quoted prices for identical instruments in active markets,
Level 2 based upon quoted prices for similar instruments, prices for identical or similar instruments
in markets that are not active, or model-derived valuations of all of whose significant inputs are
observable, and
Level 3 based upon one or more significant unobservable inputs.
The following section describes key inputs and assumptions used in valuation methodologies of our assets
and liabilities measured at fair value on a recurring basis:
Cash and cash equivalents, short-term notes and accounts receivable, accounts payable and other current
payables The carrying amount approximates fair value because of the short maturity of these instruments.
Long-term debt Fair value of long-term debt, which was determined using Level 2 inputs, as of December31,
2012 was $546.3 million versus a book value of $535.7 million. As of December 31, 2013 the fair value was $549.8
million, versus a book value of $541.6 million.
Foreign currency derivatives Foreign currency derivatives are carried at market value using Level 2 inputs.
The outstanding contracts as of December31,2012 and 2013 represented unrealized losses of $1.3 million and $0.1
million, respectively.
Commodity derivative contracts Commodity derivative contracts are carried at fair value. We determine
the fair value using observable, quoted natural gas and refined oil product prices that are determined by active markets
and therefore classify the commodity derivative contracts as Level 2. The outstanding commodity derivative contracts
represented no unrealized gains or losses as of December31, 2012 and an unrealized gain of $0.8 million as of
December 31, 2013.
Derivative Instruments
We use derivative instruments as part of our overall foreign currency and commodity risk management
strategies to manage the risk of exchange rate movements that would reduce the value of our foreign cash flows and
to minimize commodity price volatility. Foreign currency exchange rate movements create a degree of risk by affecting
the value of sales made and costs incurred in currencies other than the US Dollar.
Certain of our derivative contracts contain provisions that require us to provide collateral. Since the
counterparties to these financial instruments are large commercial banks and similar financial institutions, we do not
believe that we are exposed to material counterparty credit risk. We do not anticipate nonperformance by any of the
counter-parties to our instruments.
Foreign currency derivatives
Weenter into foreign currency derivatives from time to time to attempt to manage exposure to changes in
currency exchange rates. These foreign currency instruments, which include, but are not limited to, forward exchange
contracts and purchased currency options, attempt to hedge global currency exposures such asforeign
currencydenominateddebt, sales,receivables, payables, and purchases.Forward exchange contracts are
agreements to exchange different currencies at a specified future date and at a specified rate. There was no
ineffectiveness on these contracts during the twelve months ended December31, 2012 or 2013.
In 2012 and 2013, we entered into foreignforward currency derivatives as hedges of anticipated cash flows
denominated in the Mexican peso, Brazilian real, South African rand, euro and Japanese yen. These derivatives were
entered into to protect the risk that the eventual cash flows resulting from such transactions will be adversely affected
by changes in exchange rates between the US dollar and the Mexican peso, Brazilian real, South African rand, euro
and Japanese yen. As of December31, 2012, we had outstanding Mexican peso, Brazilian real, South African rand,
euro, and Japanese yen currency contracts, with aggregate notional amounts of $183.7 million. As of December31,
2013, we had outstanding Mexican peso, Brazilian real, South African rand, euro and Japanese yen currency contracts,
with aggregate notional amounts of $138.6 million. Theforeign currency derivatives outstanding as of December31,
2013 have several maturity dates ranging from January 2014 to September 2014.
GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
85
Commodity derivative contracts
We periodically enter into derivative contracts for natural gas and certain refined oil products. These contracts
are entered into to protect against the risk that eventual cash flows related to these products will be adversely affected
by future changes in prices. There was no ineffectiveness on these contracts during the twelve months ended
December31, 2012 or 2013. As of December31, 2012 and 2013, we had outstanding derivative swap contracts for
refined oil products with aggregate notional amounts of $31.9 million and $45.8 million, respectively. The outstanding
2013 contracts have maturity dates ranging from January 2014 to June 2014.
Net Investment Hedges
We use certain intercompany debt to hedge a portion of our net investment in our foreign operations against
currency exposure (net investment hedge). Intercompany debt designated in foreign currency and designated as a
non-derivative net investment hedging instrument was $20.1 million and $25.2 million as of December31, 2012 and
December 31, 2013 respectively. Within our currency translation adjustment portion of other comprehensive income,
we recorded a loss of $0.6 million in 2012 and a gain of $4.7 million in 2013 resulting from these net investment hedges.
The fair value of all derivatives is recorded as assets or liabilities on a gross basis in our Consolidated Balance
Sheets. At December31, 2012 and 2013, the fair values of our derivatives and their respective balance sheet locations
are presented in the following table:
Asset Derivatives Liability Derivatives
Location
Fair
Value Location
Fair
Value
As of December 31, 2012 (Dollars in Thousands)
Derivatives designated as cash flow hedges:
Foreign currency derivatives Otherreceivables $ 1,062 Otherpayables $ 2,374
Commodity derivative contracts Othercurrentassets Othercurrent liabilities 31
Total fair value $ 1,062 $ 2,405
As of December 31, 2013
Derivatives designated as cash flow hedges:
Foreign currency derivatives Other receivables $ 772 Other payables $ 1,185
Commodity derivative contracts Other current assets 834 Other current liabilities
Total fair value $ 1,606 $ 1,185
Asset Derivatives Liability Derivatives
Location
Fair
Value
Location
Fair
Value
As of December 31, 2012 (Dollars in Thousands)
Derivatives not designated as hedges:
Foreign currency derivatives Otherreceivables $ 242 Otherpayables $
Total fair value $ 242 $
As of December 31, 2013
Derivatives not designated as hedges:
Foreign currency derivatives Other receivables $ 328 Other payables $ 24
Total fair value $ 328 $ 24
GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
86
The location and amount of realized (gains) losses on derivatives are recognized in the Statements of
Income when the hedged item impacts earnings and are as follows for the years ended 2012 and 2013:

Amountof(Gain)/Loss
Recognized(Effective
Portion)
Location of (Gain)/Loss Reclassified
from Other Comprehensive Income
(Effective Portion)
2012 2013
(DollarsinThousands)
Derivatives designated as cash flow hedges:
Foreign currency derivatives, excluding tax
of $523 and $(145), respectively
Cost of goods sold/Other expense /
(income) / Revenue
$ (5,226) $ 1,445
Commodity forward derivatives, excluding
tax of $3,395 and $(25), respectively Cost of goods sold / Revenue $ (9,430) $ 70

(Gain)/Loss
Recognized
(EffectivePortion)
Location of (Gain)/Loss Recognized
in the Consolidated Statement of
Income
2012
2013
(Dollars in Thousands)
Derivatives designated as fair value hedges:
Foreign currency derivatives
Cost of goods sold/Other expense
(income)
$ 209 $

Amountof(Gain)/Loss
Recognized
Location of (Gain)/Loss Recognized
in the Consolidated Statement of
Income
2012 2013
(Dollars in thousands)
Derivatives not designated as hedges:
Foreign currency derivatives
Cost of goods sold/Other expense
(income)
$ 346 $ (1,123)
Our foreign currency and commodity derivatives are treated as hedges and are required to be measured at
fair value on a recurring basis. With respect to the inputs used to determine the fair value, we use observable, quoted
rates that are determined by active markets and, therefore, classify the contracts as Level 2.
(8) Interest Expense
The following table presents an analysis of interest expense:

For the year Ended


December31,
2011 2012 2013
(Dollars in thousands)
Interest incurred on debt $ 5,745 $ 10,172 $ 21,589
Amortization of discount on Senior Subordinated Notes 10,039 10,742 11,493
Amortization of debt issuance costs 1,521 1,712 2,504
Supply Chain Financing mark-up 1,002 621 451
Total interest expense $ 18,307 $ 23,247 $ 36,037
Interest rates
GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
87
The Revolving Facility had an effective interest rate of 2.21% and 2.42% as of December 31, 2012 and 2013,
respectively. The Senior Notes carry an interest rate of 6.375%. The Senior Subordinated Notes have an implied rate
of 7.00%.
(9) Other Expense (Income), Net
As part of our cash management, we have intercompany loans between our subsidiaries. These loans are
deemed to be temporary and, as a result, remeasurement gains/losses are recorded in other expense(income), net,
on the Consolidated Statements of Income. We had a net currency gain in 2012 of $2.6 million and a net currency
loss of of $1.5 million in 2013, mainly due to the remeasurement of intercompany loans and the effect of transaction
gains and losses on intercompany activities.
Other income in 2012, also includes $4.0 million of insurance reimbursements for claims made related to flood
damages incurred at our Clarksburg, West Virginia facility during 2011. Additionally, during 2013 we recorded a $2
million gain for the favorable resolution of a previously recorded loss contingency.
(10) Supplementary Balance Sheet Detail
The following tables present supplementary balance sheet details:

At December31,
2012 2013
(Dollars in thousands)
Inventories:
Raw materials and supplies $ 230,057 $ 184,420
Work in process 213,948 245,160
Finished goods 73,293 78,446
517,298 508,026
Reserves (4,233) (17,612)
$ 513,065 $ 490,414
Property, plant and equipment:
Land and improvements $ 36,744 $ 37,416
Buildings 182,838 196,802
Machinery and equipment and other 1,172,045 1,278,655
Construction in progress 140,732 76,007
$ 1,532,359 $ 1,588,880
Other accrued liabilities:
Payrolls (including incentive programs) $ 7,461 $ 9,330
Customer prepayments 7,594 9,599
Employee compensation and benefits 10,335 10,136
Other 25,563 11,874
$ 50,953 $ 40,939
Other long term obligations:
Postretirement benefits $ 30,465 $ 24,852
Pension and related benefits 73,202 54,173
Other 21,338 18,922
$ 125,005 $ 97,947
88
The following table presents an analysis of the allowance for doubtful accounts:

At December31,
2011 2012 2013
(Dollars in thousands)
Balance at beginning of year $ 3,892 $ 4,153 $ 7,573
Additions 1,438 5,161 2,914
Deductions (1,177) (1,741) (3,769)
Balance at end of year $ 4,153 $ 7,573 $ 6,718

Inventories
We allocate fixed production overheads to the costs of conversion based on normal capacity of the production
facilities. It also requires that we recognize abnormal amounts of idle facility expense, freight, handling costs, and
wasted materials (spoilage) as current period charges. During 2012, costs in excess of normal absorption were $3.5
million. During 2013, there were no costs in excess of normal absorption.
The following table presents an analysis of our inventory reserves:

At December31,
2011 2012 2013
(Dollars in thousands)
Balance at beginning of year $ 2,716 $ 4,709 $ 4,233
Additions 4,154 4,052 19,878
Deductions (2,161) (4,528) (6,499)
Balance at end of year $ 4,709 $ 4,233 $ 17,612
Additions to the reserve included $9.1 million related to the rationalizations discussed in Note 2. The remaining
increase in inventory reserves resulted from decreased pricing for certain products in certain markets.
(11) Commitments
Lease commitments under non-cancelable operating leases extending for one year or more will require the
following future payments:
(Dollarsinthousands)
2014 $ 1,761
2015 396
2016 149
2017 134
2018 112
After 2018
Total lease and rental expenses under non-cancelable operating leases extending one year or more
approximated $2.4 million in 2011, $3.2 million in 2012 and $2.6 million in 2013.
We were parties to contracts with ConocoPhillips through December 2013 for the supply of petroleum needle
coke, our primary raw material used in the manufacture of graphite electrodes. That contract has expired and we
intend to source the majority of our petroleum needle coke internally in 2014. We believe that our internal sourcing
supplemented by external sourcing will be sufficient for our requirements as currently forecast. Our supply agreements
contain customary terms and conditions including annual price negotiations, dispute resolution and termination
provisions.
GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
89
(12) Retirement Plans and Postretirement Benefits
Retirement Plans
On February26, 1991, we formed our own retirement plan covering substantially all our U.S. employees.
Under our plan, covered employees earned benefit payments based primarily on their service credits and wages
subsequent to February26, 1991.
Prior to that date, substantially all our U.S. employees were participants in the U.S. retirement plan of Union
Carbide Corporation (Union Carbide). While service credit was frozen, covered employees continued to earn benefits
under the Union Carbide plan based on their final average wages through February26, 1991, adjusted for salary
increases (not to exceed six percent per annum) through January26, 1995, the date Union Carbide ceased to own a
minimum 50% of the equity of GTI. The Union Carbide plan is responsible for paying retirement and death benefits
earned as of February26, 1991.
Effective January1, 2002, we established a defined contribution plan for U.S. employees. Certain employees
had the option to remain in our defined benefit plan for an additional period of up to five years. Employees not covered
by this option had their benefits under our defined benefit plan frozen as of December31, 2001, and began participating
in the defined contribution plan.
Effective March31, 2003, we curtailed our qualified benefit plan and the benefits were frozen as of that date
for the U.S. employees who had the option to remain in our defined benefit plan. We also closed our non-qualified
U.S. defined benefit plan for the participating salaried workforce. The employees began participating in the defined
contribution plan as of April1, 2003.
We make quarterly contributions equal to 1% of each employees total eligible pay. The expense recorded
for contributions to this plan was $0.8 million in 2011, $1.0 million in 2012 and $0.9 million in 2013. All such contributions
were made using company stock.
Pension coverage for employees of foreign subsidiaries is provided, to the extent deemed appropriate,
through separate plans. Obligations under such plans are systematically provided for by depositing funds with trustees,
under insurance policies or by book reserves.
The components of our consolidated net pension costs are set forth in the following table.

For the Year Ended December31,


2011 2012 2013
U.S. Foreign U.S. Foreign U.S. Foreign
(Dollars in thousands)
Service cost $ 525 $ 343 $ 610 $ 1,095 $ 870 $ 1,177
Interest cost 6,759 2,501 6,114 2,532 5,438 2,542
Expected return on assets (6,688) (2,225) (6,520) (2,299) (4,505) (2,339)
Amortization of prior service cost 26 24 25
Settlement loss
Mark-to-market loss (gain) 19,775 1,190 6,572 1,662 (11,907) (393)
$ 20,371 $ 1,835 $ 6,776 $ 3,014 $ (10,104) $ 1,012
The primary driver of the mark-to-market losses in 2012 and gains in 2013 were changes in the discount
rate due to interest rate fluctuations.
GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
90
Amounts recognized in other comprehensive income:
For the Year Ended December31,
2011 2012 2013
U.S. Foreign U.S. Foreign U.S. Foreign
(Dollars in thousands)
Amortization of prior service cost $ $ (26) $ $ (24) $ $ (25)
Addition to prior service cost (246)
Effect of exchange rates (8) 3 11
Total recognized in other comprehensive loss $ $ (34) $ $ (21) $ $ (260)
Total recognized in pension costs and other
comprehensive loss $ 20,371 $ 1,801 $ 6,776 $ 2,993 $(10,104) $ 752
The reconciliation of the beginning and ending balances of our pension plans benefit obligations, fair value
of assets, and funded status at December31, 2012 and 2013 are:
At December31,
2012 2013
U.S. Foreign U.S. Foreign
(Dollars in thousands)
Changes in Benefit Obligation:
Net benefit obligation at beginning of year $ 144,809 $ 73,217 $ 151,469 $ 80,311
Service cost 610 1,095 870 1,177
Interest cost 6,114 2,532 5,438 2,542
Participant contributions 347 342
Plan amendments / curtailments (246)
Foreign currency exchange changes 3,153 1,549
Actuarial loss (gain) 8,695 2,995 (14,433) (3,257)
Benefits paid (8,759) (3,028) (8,557) (3,997)
Net benefit obligation at end of year $ 151,469 $ 80,311 $ 134,787 $ 78,421
Changes in Plan Assets:
Fair value of plan assets at beginning of year $ 80,935 $ 65,960 $ 91,319 $ 71,750
Actual return on plan assets 8,643 3,668 1,979 (517)
Foreign currency exchange rate changes 2,919 1,404
Employer contributions 10,500 1,884 6,134 3,703
Participant contributions 347 342
Actuarial loss
Benefits paid (8,759) (3,028) (8,557) (3,997)
Fair value of plan assets at end of year $ 91,319 $ 71,750 $ 90,875 $ 72,685
Funded status (underfunded): $ (60,150) $ (8,561) $ (43,912) $ (5,736)
Amounts recognized in accumulated other comprehensive
loss:
Prior service credit $ $ (266) $ $ (6)
Amounts recognized in the statement of financial position:
Non-current assets $ $ $ $
Current liabilities (557) (260) (440) (524)
Non-current liabilities (59,593) (8,301) (43,472) (5,214)
Net amount recognized $ (60,150) $ (8,561) $ (43,912) $ (5,738)
GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
91
The accumulated benefit obligation for all defined benefit pension plans was $230.1 million and $213.2 million
at December31, 2012 and 2013, respectively.
Plan Assets
The accounting guidance on fair value measurements specifies a hierarchy based on the observability of
inputs used in valuation techniques (Level 1, 2 and 3). See Note 7, Fair Value Measurements and Derivative
Instruments, for a discussion of the fair value hierarchy.
The following describes the methods and significant assumptions used to estimate the fair value of the
investments:
Cash and cash equivalents Valued at cost. Cash equivalents are valued at net asset value as provided by
the administrator of the fund.
Foreign government bonds Valued by the trustees using various pricing services of financial institutions.
Debt securities Valued by the trustee at year-end using various pricing services of financial institutions,
including Interactive Data Corporation, Standard& Poors and Telekurs.
Equity securities Valued at the closing price reported on the active market on which the security is traded.
Fixed insurance contract Valued at the present value of the guaranteed payment streams.
Investment contracts Valued at the total cost of annuity contracts purchased, adjusted for market differences
from the date of purchase to year-end.
Collective trusts Valued at the net asset value provided by the administrator of the fund. The net asset
value is based on the value of the underlying assets owned by the fund, minus its liabilities, divided by the number of
units outstanding.
The fair value of the plan assets by category is summarized below (dollars in thousands):

December 31, 2012 December 31, 2013


Level1 Level2 Level 3 Total Level1 Level 2 Level 3 Total
U.S. Plan Assets
Cashandcashequivalents $ 1,516 $ 1,516 $ 2,597 $ 2,597
Collective trusts 89,803 89,803 $88,278 88,278
Total $ 1,516 89,803 $91,319 $ 2,597 $88,278 $90,875
InternationalPlanAssets
Cashandcashequivalents $ 248 $ 248 $ 2,549 $ 2,549
Foreigngovernmentbonds $ 1,107 1,107 $ 1,142 1,142
Investment contracts $60,344 60,344 $58,127 58,127
Fixedinsurancecontracts 10,051 10,051 10,865 10,865
Total $ 248 $ 1,107 $70,395 $71,750 $ 2,549 $ 1,142 $68,992 $72,683
The following table presents the changes for those financial instruments classified within Level 3 of the
valuation hierarchy for international plan pension assets for the years ended December31, 2012 and 2013 (dollars in
thousands):
Investment
Contracts
FixedInsurance
Contracts
Balance at January1, 2012 $ 56,114 $ 8,728
Gain / contributions / currency impact 7,118 1,323
Distributions (2,888)
Balance at December31, 2012 60,344 10,051
Gain / contributions / currency impact 9,770 814
Distributions (11,987)
Balance at December31, 2013 $ 58,127 $ 10,865

GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
92
We annually re-evaluate assumptions and estimates used in projecting pension assets, liabilities and
expenses. These assumptions and estimates may affect the carrying value of pension assets, liabilities and expenses
in our Consolidated Financial Statements. Assumptions used to determine net pension costs and projected benefit
obligations are:

PensionBenefit
Obligations At
December31,
2012 2013
Weighted average assumptions to determine benefit obligations:
Discount rate 3.58% 4.20%
Rateofcompensationincrease 2.44% 2.42%

PensionBenefit
Obligations At
December31,
2012 2013
Weighted average assumptions to determine net cost:
Discount rate 4.06% 3.58%
Expected return on plan assets 5.95% 4.29%
Rate of compensation increase 2.44% 2.44%
We adjust our discount rate annually in relation to the rate at which the benefits could be effectively settled.
Discount rates are set for each plan in reference to the yields available on AA-rated corporate bonds of appropriate
currency and duration. The appropriate discount rate is derived by developing an AA-rated corporate bond yield curve
in each currency. The discount rate for a given plan is the rate implied by the yield curve for the duration of that plans
liabilities. In certain countries, where little public information is available on which to base discount rate assumptions,
the discount rate is based on government bond yields or other indices and approximate adjustments to allow for the
differences in weighted durations for the specific plans and/or allowance for assumed credit spreads between
government and AA rated corporate bonds.
The expected return on assets assumption represents our best estimate of the long-term return on plan
assets and generally was estimated by computing a weighted average return of the underlying long-term expected
returns on the different asset classes, based on the target asset allocations. The expected return on assets assumption
is a long-term assumption that is expected to remain the same from one year to the next unless there is a significant
change in the target asset allocation, the fees and expenses paid by the plan or market conditions. However, we have
adjusted this estimate downward as a result of the recent decline in global market conditions.
The rate of compensation increase assumption is generally based on salary increases.
Plan Assets. The following table presents our retirement plan weighted average asset allocations at
December31, 2013, by asset category:

PercentageofPlanAssets
as ofDecember31, 2013
US Foreign
Equity securities 21% %
Fixed income, debt securities, or cash 79% 100%
Total 100% 100%
Investment Policy and Strategy. The investment policy and strategy of the U.S. plan is to invest approximately
20% in equities and approximately 80% in fixed income securities. The plan can be invested up to 100% in equities,
including shares of our common stock. Rebalancing is undertaken monthly. To the extent we maintain plans in other
countries, target asset allocation is 100% fixed income investments. For each plan, the investment policy is set within
both asset return and local statutory requirements.
GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
93
The following table presents our retirement plan weighted average target asset allocations at December31,
2013, by asset category:

PercentageofPlanAssets
as ofDecember31, 2013
US Foreign
Equity securities 20% %
Fixed Income 80% 100%
Total 100% 100%
Information for our pension plans with an accumulated benefit obligation in excess of plan assets at
December31, 2012 and 2013 follows:
2012 2013
U.S. Foreign U.S. Foreign
(Dollars in thousands)
Accumulated benefit obligation $ 151,469 $ 78,595 $ 134,787 $ 76,915
Fair value of plan assets 91,319 71,750 90,875 72,683
Information for our pension plans with a projected benefit obligation in excess of plan assets at December31,
2012 and 2013 follows:
2012 2013
U.S. Foreign U.S. Foreign
(Dollars in thousands)
Projected benefit obligation $ 151,469 $ 80,311 $ 134,787 $ 78,421
Fair value of plan assets 91,319 71,750 90,875 72,683
Following is our projected future pension plan cash flow by year:
U.S. Foreign
(Dollarsinthousands)
Expected contributions in 2014:
Expected employer contributions $ 7,933 $ 1,854
Expected employee contributions
Estimated future benefit payments reflecting expected future service for the
years ending December31:
2014 8,969 3,984
2015 8,902 3,633
2016 8,976 4,160
2017 9,083 4,085
2018 9,169 4,290
2019-2023 46,566 23,354
Postretirement Benefit Plans
We provide life insurance benefits for eligible retired employees. These benefits are provided through various
insurance companies. We accrue the estimated net postretirement benefit costs during the employees credited service
periods.
In July 2002, we amended our U.S. postretirement medical coverage. In 2003 and 2004, we discontinued
the Medicare Supplement Plan (for retirees 65 years or older or those eligible for Medicare benefits). This change
applied to all U.S. active employees and retirees. In June 2003, we announced the termination of the existing early
retiree medical plan for retirees under age 65, effective December31, 2005. In addition, we limited the amount of
retirees life insurance after December31, 2004. These modifications are accounted for prospectively. The impact of
these changes is being amortized over the average remaining period to full eligibility of the related postretirement
benefits.
GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
94
During 2009, we amended one of our U.S. plans to eliminate the life insurance benefit for certain non-pooled
participants.
The components of our consolidated net postretirement costs are set forth in the following table.

For the Year Ended December31,


2011 2012 2013
U.S. Foreign U.S. Foreign U.S. Foreign
(Dollars in thousands)
Service cost $ $ 178 $ $ 183 $ 105
Interest cost 583 1,064 497 1,024 371 994
Amortization of prior service credit (201) (199) (193)
Plan amendment 1,170
Mark-to-market (gain) loss (219) 1,538 60 551 (1,284) (1,210)
$ 364 $ 2,579 $ 557 $ 2,729 $ (913) $ (304)
The primary driver of the mark-to-market losses in 2012 and 2013 were changes in the discount rate due to
interest rate fluctuations.
Amounts recognized in other comprehensive income are:
For the Year Ended December31,
2011 2012 2013
U.S. Foreign U.S. Foreign U.S. Foreign
(Dollars in thousands)
Amortization of prior service cost $ $ 201 $ $ 199 $ $ 193
Effect of exchange rates 49 (53) 133
Total recognized in other comprehensive
income $ $ 250 $ $ 146 $ $ 326
Total recognized in net post retirement
cost (benefit) and other
comprehensive income $ 364 $ 2,829 $ 557 $ 2,875 $ (913) $ 22
We estimate that in 2014 our postretirement costs will include amortization of $0.2 million of prior service
credit from stockholders equity.
GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
95
The reconciliation of beginning and ending balances of benefit obligations under, fair value of assets of, and
the funded status of, our postretirement plans is set forth in the following table:

Postretirement Benefits at
December31,
2012 2013
U.S. Foreign U.S. Foreign
(Dollars in thousands)
Changes in Benefit Obligation:
Net benefit obligation at beginning of year $ 14,316 $ 17,592 $ 13,506 $ 19,188
Service cost 183 105
Interest cost 497 1,024 371 994
Foreign currency exchange rates (157) (2,183)
Actuarial loss (gain) 60 541 (1,284) (1,365)
Gross benefits paid (1,367) (1,165) (1,318) (1,161)
Plan amendment 1,170 67
Net benefit obligation at end of year $ 13,506 $ 19,188 $ 11,275 $ 15,645
Changes in Plan Assets:
Fair value of plan assets at beginning of year $ $ $ $
Employer contributions 1,367 1,165 1,318 1,161
Gross benefits paid (1,367) (1,165) (1,318) (1,161)
Fair value of plan assets at end of year $ $ $ $
Funded status: $ (13,506) $ (19,188) $ (11,275) $ (15,645)
Amounts recognized in accumulated other
comprehensive loss:
Prior service credit $ $ 2,208 $ $ 1,882
Amounts recognized in the statement of financial
position:
Current liabilities $ (1,394) $ (1,132) $ (1,279) $ (1,035)
Non-current liabilities (12,112) (18,056) (9,996) (14,610)
Net amount recognized $ (13,506) $ (19,188) $ (11,275) $ (15,645)
We annually re-evaluate assumptions and estimates used in projecting the postretirement liabilities and
expenses. These assumptions and estimates may affect the carrying value of postretirement plan liabilities and
expenses in our Consolidated Financial Statements. Assumptions used to determine net postretirement benefit costs
and postretirement projected benefit obligation are set forth in the following table:

Postretirement
Benefit
Obligations At
December31,
2012 2013
Weighted average assumptions to determine benefit obligations:
Discount rate 4.44% 5.41%
Health care cost trend on covered charges:
Initial 7.52% 7.42%
Ultimate 5.94% 6.23%
Years to ultimate 4 3
GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
96

Postretirement
Benefit
Costs At
December31,
2012 2013
Weighted average assumptions to determine net cost:
Discount rate 4.94% 4.44%
Health care cost trend on covered charges:
Initial 7.68% 7.52%
Ultimate 5.71% 5.94%
Years to ultimate 3 3
Assumed health care cost trend rates have a significant effect on the amounts reported for our postretirement
benefits. A one-percentage point change in assumed health care cost trend rates would have the following effects at
December31, 2013:

OnePercentage
PointIncrease
OnePercentage
PointDecrease
U.S. Foreign U.S. Foreign
(Dollars in thousands)
Effect on total service cost and interest cost components $ 4 $ 138 $ (2) $ (111)
Effect on benefit obligations $ 83 $ 1,066 $ (59) $ (880)
Discount rates are set for each plan in reference to the yields available on AA-rated corporate bonds of
appropriate currency and duration. The appropriate discount rate is derived by developing an AA-rated corporate bond
yield curve in each currency. The discount rate for a given plan is the rate implied by the yield curve for the duration
of that plans liabilities. In certain countries, where little public information is available on which to base discount rate
assumptions, the discount rate is based on government bond yields or other indices and approximate adjustments to
allow for the differences in weighted durations for the specific plans and/or allowance for assumed credit spreads
between government and AA-rated corporate bonds.
The following table represents projected future postretirement cash flow by year:
U.S. Foreign
(Dollarsinthousands)
Expected contributions in 2014:
Expected employer contributions $ 1,279 $ 1,035
Expected employee contributions
Estimated future benefit payments reflecting expected future service for the years
ending December31:
2014 1,279 1,035
2015 1,227 1,041
2016 1,172 1,027
2017 1,085 1,054
2018 1,003 1,062
2019-2023 3,675 5,568
Other Non-Qualified Benefit Plans
Since January1, 1995, we have established various unfunded, non-qualified supplemental retirement and
deferred compensation plans for certain eligible employees. We established benefits protection trusts (collectively, the
Trust) to partially provide for the benefits of employees participating in these plans. As of December31, 2012 and
December31,2013, the Trust had assets of approximately $4.3 million and $5.3 million, respectively, which are included
in other assets and treasury stock on the Consolidated Balance Sheets. These assets include 87,206 shares of common
stock that we contributed to the Trust. These shares, if later sold, could be used for partial funding of our future
GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
97
obligations under certain of our compensation and benefit plans. The shares held in Trust are not considered outstanding
for purposes of calculating earnings per share until they are committed to be sold or otherwise used for funding
purposes.
Savings Plan
Our employee savings plan provides eligible employees the opportunity for long-term savings and investment.
The plan allows employees to contribute up to 5% of pay as a basic contribution and an additional 45% of pay as
supplemental contribution. For 2011, 2012, and 2013 we contributed on behalf of each participating employee, in units
of a fund that invests entirely in our common stock, 100% on the first 3% contributed by the employee and 50% on
the next 2% contributed by the employee. We contributed 186,237 shares in 2011, resulting in an expense of $3.3
million; 433,496 shares in 2012, resulting in an expense of $4.6 million; and 553,298 shares in 2013, resulting in an
expense of $4.6 million.
(13) Management Compensation and Incentive Plans
Stock-Based Compensation
We have historically maintained several stock incentive plans. The plans permitted the granting of options,
restricted stock and other awards. As of December31, 2013, the aggregate number of shares authorized under the
plans since their initial adoption was 23,300,000. Shares issued upon vesting of awards or exercise of options are
new share issuances or issuances from treasury shares. Upon the vesting or payment of stock awards, an employee
may elect receipt of the full share amount and either pay the resulting taxes or sell shares in the open market to cover
the tax obligation. We sometimes elect to purchase these shares rather than allow them to be sold in the open market.
Stock-Based Compensation
We recognized $8.9 million, $9.6 million, and $7.7 million in stock-based compensation expense in 2011,
2012 and 2013, respectively. A majority of the expense, $7.9 million, $8.7 million, and $6.9 million, respectively, was
recorded as selling and administrative expenses in the Consolidated Statements of Income, with the remainder recorded
as cost of sales and research and development. We expect our stock-based compensation expense to approximate
$8.5 million in 2014.
As of December31, 2013, the total compensation expense related to non-vested restricted stock and stock
options not yet recognized was $18.9 million which will be recognized over the weighted average life of 1.9 years.
In November 2013, the 2013 Long-Term Incentive Plan (2013 LTIP) under our 2005 Equity Incentive Plan
was approved. Under 2013 LTIP we granted 342,900 stock options with an exercise price of $11.56; 264,000 restricted
share units; and up to 854,200 performance units, which represent the right to receive shares contingent upon the
achievement of one or more performance measures. The options vest as to 1/3 of the grant on each of the next three
grant date anniversaries and expire 10 years from the grant date. The restricted share units vest as to 1/3 of the grant
on each of the next three grant date anniversaries. Performance shares are earned based on our ranking of return on
average invested capital and earnings per share growth compared to a target peer group for a three year period
beginning January1, 2014. Compensation for performance shares can fluctuate based on our relative performance
to the peer group as well as how we perform to the targets. Performance shares earned will vest on March31, 2017,
provided the participant is still employed by us on that date.
Accounting for Stock-Based Compensation
Restricted Stock and Performance Shares. Compensation expense for restricted stock and performance
share awards is based on the closing price of our common stock on the date of grant, less our assumptions of dividend
yield and expected forfeitures or cancellations of awards throughout the vesting period, which generally range between
one and three years. The weighted average grant date fair value of restricted stock and performance shares was
approximately $10.08 and $11.16 per share at December31, 2012 and 2013, respectively.
GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
98
Restricted stock and performance share awards activity under the plans for the year ended December31,
2013, was:
Number
of
Shares
Weighted-
Average
Grant
Date Fair
Value
Outstanding unvested at December 31, 2012 1,851,919 $ 13.30
Granted 803,542 11.16
Vested (638,920) 15.19
Forfeited/canceled/expired (383,050) 15.54
Outstanding at December31, 2013 1,633,491 $ 10.98
During 2013, we granted 803,542 shares of restricted stock and performance units to certain directors, officers
and employees at prices ranging from $6.97 to $11.56. Of the total shares granted, 329,400 will vest over a three year
period, with one-third of the shares vesting on the anniversary date of the grant in each of the next three years. An
additional 427,100 shares will vest over a 39 month period, subject to performance multipliers, based on company
performance against a peer group. The remaining 47,042 shares vest over a period of one year. Unvested shares
granted to each employee also vest upon the occurrence of a change in control, as defined.Unvested shares are
forfeited based on the terms of the award.
Stock Options. Compensation expense for stock options is based on the estimated fair value of the option
on the date of the grant. We calculate the estimated fair value of the option using the Black-Scholes option-pricing
model. During 2011, we granted 420,460 options to certain of our directors, officers and employees. The weighted-
average fair value of the options granted in 2011 was $10.71. During 2012, we granted 441,700 options to certain of
our officers and employees. The weighted-average fair value of the options granted in 2012 was $9.82. During 2013,
we granted 348,106 options to certain of our officers and employees.The weighted-average fair value of the options
granted in 2013 was $11.53. The weighted average assumptions used in our Black-Scholes option-pricing model for
options granted in 2011, 2012 and 2013 are:
For the Year
Ended
December31,
2011
For the Year
Ended
December31,
2012
For the Year
Ended
December31,
2013
Dividend yield % % %
Expected volatility 57.75%-58.83% 55.33%-57.32% 55.89%-57.01%
Risk-free interest rate 0.85%-2.24% 0.66% - 0.90% 0.76% - 1.38%
Expected term in years 6years 6 years 6 years

Dividend Yield. A dividend assumption of 0% is used for all grants based on our history of not paying dividends.
Expected Volatility. We estimate the volatility of our common stock at the date of grant based on the historical
volatility of our common stock. The volatility factor we use is based on our historical stock prices over the most recent
period commensurate with the estimated expected life of the award.
Risk-Free Interest Rate. We base the risk-free interest rate on the implied yield currently available on U.S.
Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award.
Expected Term In Years. The expected life of awards granted represents the time period that the awards are
expected to be outstanding. We determined the expected term of the grants using the simplified method as described
by the SEC, since we do not have a history of stock option awards to provide a reliable basis for estimating such.
GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
99
Stock option activity under the plans for the year ended December31, 2013 was:
Number
of
Shares
Weighted-
Average
Exercise
Price
Outstanding at December 31, 2012 1,730,149 $ 12.35
Granted 348,106 11.53
Exercised (90,735) 4.93
Forfeited/canceled/expired (70,802) 14.63
Outstanding at December31, 2013 1,916,718 $ 12.47
Options outstanding at December31, 2013, have a weighted average remaining contractual life of 7.2 years,
a weighted average remaining vesting period of 1.5 years, and an aggregate intrinsic value of $1.6 million. The intrinsic
value of options exercised for the year ended December31, 2013 was $0.5 million.

Stock options outstanding and exercisable under our plans at December31, 2013 are:
Options Outstanding Options Exercisable
Range of Exercise
Prices
Number
Outstanding
Weighted
Average
Remaining
Contractual
Life in Years
Weighted
Average
Exercise
Prices
Number
Exercisable
Weighted
Average
Exercise
Prices
$5.46 - $22.57 1,916,718 7.2 $12.47 1,183,703 $ 13.21

At December31, 2013, we have 1,556,015 options vested and expected to vest in the next year. Options
exercisable at December31, 2013, have a weighted-average contractual life of 5.9 years and an aggregate intrinsic
value of $1.2 million.
Incentive Compensation Plans
We have a global incentive program for our worldwide salaried and hourly employees, the Incentive
Compensation Program (the ICP), which includes a shareholder-approved executive incentive compensation plan.
The ICP is based primarily on earnings before income taxes and achieving cash flow targets and, to a lesser extent,
strategic targets. The balance of our accrued liability for ICP was $7.1 million at December31, 2012 and $0.4 million
at December 31, 2013.
(14) Contingencies
Legal Proceedings
We are involved in various investigations, lawsuits, claims, demands, environmental compliance programs
and other legal proceedings arising out of or incidental to the conduct of our business. While it is not possible to
determine the ultimate disposition of each of these matters, we do not believe that their ultimate disposition will have
a material adverse effect on our financial position, results of operations or cash flows.
Product Warranties
We generally sell products with a limited warranty. We accrue for known warranty claims if a loss is probable
and can be reasonably estimated. We also accrue for estimated warranty claims incurred based on a historical claims
charge analysis. Claims accrued but not yet paid and the related activity within the reserve for 2012 and 2013 are as
follows:
GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
100
(DollarsinThousands)
Balance at December31, 2012 $ 1,485
Product warranty charges/adjustments 551
Payments and settlements (986)
Balance at December31, 2013 $ 1,050
(15) Income Taxes
The following table summarizes the U.S. and non-U.S. components of income (loss) before provision (benefit)
for income taxes:

For the Year Ended


December31,
2011 2012 2013
(Dollars in thousands)
U.S. $ 32,877 $ 29,422 $ 8,495
Non-U.S. 110,414 105,065 (48,597)
$ 143,291 $ 134,487 $ (40,102)

Income tax expense (benefit) consists of the following:

For the Year Ended


December31,
2011 2012 2013
(Dollars in thousands)
U.S income taxes:
Current $ 16,988 $ (6,529) $ 4,104
Deferred (46,379) 4,543 (5,652)
(29,391) (1,986) (1,548)
Non-U.S. income taxes:
Current 18,173 12,371 5,422
Deferred 1,325 6,462 (16,717)
19,498 18,833 (11,295)
Total income tax expense (benefit) $ (9,893) $ 16,847 $ (12,843)
Income tax expense (benefit) differed from the amounts computed by applying the U.S. federal income tax
rate of 35% to income before provision (benefit) for income taxes as set forth in the following table:

For the Year Ended


December31,
2011 2012 2013
(Dollars in thousands)
Tax at statutory U.S. federal rate $ 50,152 $ 47,071 $ (14,036)
U.S. valuation allowance, net (45,989) (1,800) (700)
State taxes, net of federal tax benefit 474 593 (371)
U.S. tax return adjustments to estimated taxes (455) 588 (1,032)
Establishment (resolution) of uncertain tax positions 1,507 (8,118) (752)
Adjustment for foreign income taxed at different rates (14,450) (15,553) 6,832
U.S. tax credits (2,200) (2,577)
Non-U.S. tax exemptions, holidays and credits (2,535) (4,259)
Other 1,403 524 (207)
Total income tax (benefit) expense $ (9,893) $ 16,846 $ (12,843)
101
The tax effects of temporary differences that give rise to significant components of the deferred tax assets
and deferred tax liabilities at December31, 2012, and December31, 2013 are set forth in the following table:
At December31,
2012 2013
(Dollarsinthousands)
Deferred tax assets:
Postretirement and other employee benefits $ 51,646 $ 41,604
Foreign tax credit and other carryforwards 54,102 46,283
Capitalized research and experimental costs 999 20,243
Environmental reserves 4,057 3,503
Inventory adjustments 13,365 16,255
Capital loss 3,222 2,697
Provision for rationalization charges 17,410
Other 9,052 5,889
Total gross deferred tax assets 136,443 153,884
Less: valuation allowance (26,312) (20,411)
Total deferred tax assets 110,131 133,473
Deferred tax liabilities:
Fixed assets $ 102,568 $ 109,824
Debt discount amortization 9,720 6,620
Inventory 9,531 9,212
Goodwill and acquired intangibles 11,299 10,813
Other 2,420 2,204
Total deferred tax liabilities 135,538 138,673
Net deferred tax liability $ 25,407 $ 5,200
Deferred income tax assets and liabilities are classified on a net current and non-current basis within each
tax jurisdiction. Net current deferred income tax assets are included in prepaid expenses and other current assets in
the amount of $20.4 million as of December31,2012 and $37.1 million as of December31, 2013. Net non-current
deferred tax assets are separately stated as deferred income taxes in the amount of $6.2 million as of December31,
2012 and $10.3 million as of December31, 2013. Net current deferred tax liabilities are included in accrued income
and other taxes in the amount of $10.0 million as of December31, 2012 and $10.9 million as of December31, 2013.
Net non-current deferred tax liabilities are separately stated as deferred income taxes in the amount of $42.0 million
at December31,2012 and $41.7 million at December31, 2013.
We continue to assess the need for valuation allowances against deferred tax assets based on determinations
of whether it is more likely than not that deferred tax benefits will be realized through the generation of future taxable
income. Appropriate consideration is given to all available evidence, both positive and negative, in assessing the need
for a valuation allowance. Examples of positive evidence would include a strong earnings history, an event or events
that would increase our taxable income through a continued reduction of expenses, and tax planning strategies that
would indicate an ability to realize deferred tax assets. In circumstances where the significant positive evidence does
not yet outweigh the negative evidence in regards to whether or not a valuation allowance is required, we have
maintained valuation allowances on those deferred tax assets.
Valuation allowance activity for the years ended December31, 2011, 2012 and 2013 is as follows:
GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
102

For the year ended


December31,
2011 2012 2013
(Dollars in thousands)
Balance at January1 $ 74,945 $ 25,509 $ 26,312
(Credited) / charged to income (49,403) (1,800) (614)
Translation adjustment (391) (52) (746)
Changes attributable to movement in underlying assets 358 2,655 (4,541)
Balance at December31 $ 25,509 $ 26,312 $ 20,411
We have total foreign tax credit carryforwards of $22.1 million at December31, 2013, all of which expire in
2016.
In addition, we have state carryforwards on a gross tax affected basis of $12.8 million, which can be carried
forward from 5 to 20 years. Prior to 2011, a full valuation allowance position existed on state net operating loss ("NOL")
carryforward deferred tax assets. We have assessed the need for valuation allowances against deferred tax assets
based on determinations of whether it is more likely than not that deferred tax benefits will be realized through the
generation of future taxable income. Appropriate consideration is given to all available evidence, both positive and
negative, in assessing the need for a valuation allowance, including existing level of profitability and recently available
projections of future taxable income, which are comparable with current year results.
Based on this assessment, we released valuation allowances of $0.7 million in 2013 relating to the state
NOL carryforwards that are expected to be utilized in future years. The remaining NOL carryforwards and certain
other state deferred tax assets, including tax credits, will continue to have a valuation allowance
The amount of state net operating loss carryforwards reflected in the table above has been reduced by $0.5
million as a result of unrealized stock option deductions.
We have non-U.S. loss and tax credit carryforwards on a gross tax effected basis of $16.1 million, which can
be carried forward from 7 years to indefinitely.
As of December31, 2013, we had unrecognized tax benefits of $7.2 million, the $4.8 million of which, if
recognized, would have a favorable impact on our effective tax rate. We have elected to report interest and penalties
related to uncertain tax positions as income tax expense. Accrued interest and penalties were $0.6 million as of
December31, 2011, $1.0 million as of December31, 2012 and $0.6 million as of December31, 2013. A reconciliation
of the beginning and ending amount of unrecognized tax benefits is as follows:
December31,
2011 2012 2013
(Dollars in thousands)
Balance at January1 $ 13,719 $ 16,788 $ 9,769
Additions based on tax positions related to the current year 90 881
Additions for tax positions of prior years 3,910 4,643 323
Reductions for tax positions of prior years (165) (11,019) (2,779)
Lapse of statutes of limitations (627) (163)
Settlements (576) (988)
Foreign currency impact (49) 6 (3)
Balance at December31 $ 16,788 $ 9,769 $ 7,203
We anticipate that $5.1 million of the amount of unrecognized tax benefits may be reversed within the next
twelve months due to settlements and the expiration of statutes of limitation.
We file income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. We are
currently under federal audit in the U.S. for the 2010 tax year. All U.S. tax years prior to 2010 are generally closed by
statute or have been audited and settled with the applicable domestic tax authorities. We have one issue outstanding
from the 2008 U.S. federal audit, which is under appeal. All other non-U.S. jurisdictions are still open to examination
beginning after 2007.
GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
103
We have not provided for U.S. income taxes or foreign withholding taxes on the differences between the
financial reporting basis in our foreign investments, and the tax basis in such investments, which are considered to
be permanently reinvested as of December 31, 2013 (excluding Previously Taxed Income). Any outside basis
difference would be taxable upon the sale or liquidation of the foreign subsidiaries, or upon the remittance of
dividends. The measurement of the unrecognized U.S. income taxes, if any, that may be associated with these
outside basis differences, is not practicable.
(16) Earnings Per Share
The following table shows the information used in the calculation of our basic and diluted earnings per share
as of December31:
At December31,
2011 2012 2013
(Dollars in thousands)
Weighted average common shares outstanding for basic calculation 145,156,045 138,551,804 135,067,278
Add: Effect of stock options and restricted stock 1,246,241 1,148,300 347,435
Weighted average common shares outstanding for diluted
calculation 146,402,286 139,700,104 135,414,713
Basic earnings per common share are calculated by dividing net income by the weighted average number of
common shares outstanding. Diluted earnings per share are calculated by dividing net income by the sum of the
weighted average number of common shares outstanding plus the additional common shares that would have been
outstanding if potentially dilutive securities had been issued.
The weighted average common shares outstanding for the diluted earnings per share calculation excludes
consideration of stock options covering 226,897 shares in 2011, 865,844 shares in 2012 and 1,866,720 shares in 2013,
as the exercise prices were greater than the weighted average market price of our common stock for that period.
During 2012, we repurchased, in the open market, ten million shares under a previously announced share
repurchase program authorized by the Board of Directors. These share repurchases represented a financing cash
outflow of $101.7 million for 2012. These share repurchases decreased the weighted average shares outstanding by
5.6 million shares for 2012.
(17) Accumulated Other Comprehensive Loss
The balance in our accumulated other comprehensive loss is set forth in the following table:

For year ended


December31,
2012 2013
(Dollarsinthousands)
Foreign currency translation adjustments $ 281,211 $ 295,192
Commodities and foreign currency derivatives and other, net of tax
of $(2,327) and ($300), respectively
(533) (2,568)
Total accumulated comprehensive loss $ 280,678 $ 292,624

GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
104
(18) 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 December31, 2012 and
December31, 2013 and condensed consolidating statements of income and comprehensive income for the three and
nine months ended December31, 2012 and 2013 and condensed consolidating statements of cash flows for 2012
and 2013 of the Parent, Guarantors and the Non-Guarantors.
GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
105
CONDENSED CONSOLIDATING BALANCE SHEETS
As of December 31, 2012
(in thousands)
Consolidating
Non- Entries and
Parent Guarantors Guarantors Eliminations Consolidated
ASSETS
Current Assets:
Cash and cash equivalents $ $ 4,425 $ 12,892 $ $ 17,317
Accounts receivable - affiliates 26,399 38,116 29,177 (93,692)
Accounts receivable - trade 78,053 158,376 236,429
Inventories 159,217 353,848 513,065
Prepaid and other current assets 13,681 42,509 56,190
Total current assets 26,399 293,492 596,802 (93,692) 823,001
Investment in affiliates 1,728,316 868,063 (2,596,379)
Property, plant and equipment 523,818 310,089 833,907
Deferred income taxes 6,157 6,157
Goodwill 293,162 205,099 498,261
Notes receivable - affiliate 66,869 22,413 (89,282)
Other assets 5,218 65,269 66,102 136,589
Total Assets $1,826,802 $2,066,217 $1,184,249 $ (2,779,353) $ 2,297,915
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable - affiliate $ $ 55,349 $ 38,343 $ (93,692) $
Accounts payable - trade 273 33,126 94,721 128,120
Short-term debt 171 8,255 8,426
Accrued income and other taxes 597 3,948 26,378 30,923
Supply chain financing liability 26,962 26,962
Other accrued liabilities 2,178 15,597 33,178 50,953
Total current liabilities 3,048 108,191 227,837 (93,692) 245,384
Long-term debt - affiliate 66,869 22,413 (89,282)
Long-term debt - third party 464,183 70,190 1,336 535,709
Other long-term obligations 86,026 38,979 125,005
Deferred income taxes 9,720 6,625 25,621 41,966
Stockholders' equity 1,349,851 1,728,316 868,063 (2,596,379) 1,349,851
Total Liabilities and Stockholders' Equity $1,826,802 $2,066,217 $1,184,249 $ (2,779,353) $ 2,297,915
GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
106
CONDENSED CONSOLIDATING BALANCE SHEETS
As of December 31, 2013
(in thousands)
Consolidating
Non- Entries and
Parent Guarantors Guarantors Eliminations Consolidated
ASSETS
Current Assets:
Cash and cash equivalents $ $ 4,752 $ 7,136 $ $ 11,888
Accounts receivable - affiliates 42,410 28,551 15,824 (86,785)
Accounts receivable - trade 48,998 150,568 199,566
Inventories 174,935 315,479 490,414
Prepaid and other current assets 22,555 51,235 73,790
Total current assets 42,410 279,791 540,242 (86,785) 775,658
Investment in affiliates 1,709,914 828,012 (2,537,926)
Property, plant and equipment 540,273 280,712 820,985
Deferred income taxes 10,334 10,334
Goodwill 293,162 203,648 496,810
Notes receivable - affiliate 51,090 7,413 (58,503)
Other assets 4,752 53,447 55,862 114,061
Total Assets $1,808,166 $2,002,098 $1,090,798 $ (2,683,214) $ 2,217,848
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable - affiliate $ $ 58,206 $ 28,579 $ (86,785) $
Accounts payable - trade 41,971 73,241 115,212
Short-term debt 165 996 1,161
Accrued income and other taxes 2,678 4,736 23,273 30,687
Rationalizations 1,890 16,531 18,421
Supply chain financing liability 9,455 9,455
Other accrued liabilities 2,444 12,404 26,091 40,939
Total current liabilities 5,122 119,372 178,166 (86,785) 215,875
Long-term debt - affiliate 51,090 7,413 (58,503)
Long-term debt - third party 475,675 50,525 15,393 541,593
Other long-term obligations 66,590 31,357 97,947
Deferred income taxes 6,620 4,607 30,457 41,684
Stockholders' equity 1,320,749 1,709,914 828,012 (2,537,926) 1,320,749
Total Liabilities and Stockholders' Equity $1,808,166 $2,002,098 $1,090,798 $ (2,683,214) $ 2,217,848
GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
107
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
For the year ended December 31, 2011
(in thousands)
Consolidating
Non- Entries and
Parent Guarantors Guarantors Eliminations Consolidated
Sales - affiliates $ $ 130,304 $ 165,397 $ (295,701) $
Sales - third party 556,675 763,509 1,320,184
Net sales 686,979 928,906 (295,701) 1,320,184
Cost of sales 545,334 746,005 (295,701) 995,638
Gross profit 141,645 182,901 324,546
Research and development 13,797 179 13,976
Selling and administrative expenses 6 64,969 79,586 144,561
Operating income (6) 62,879 103,136 166,009
Other expense (income), net 40 5,568 (773) 4,835
Interest expense - affiliate 4,631 9,221 (13,852)
Interest expense - third party 10,038 5,678 2,591 18,307
Interest income - affiliate (4,631) (9,221) 13,852
Interest income - third party (424) (424)
(Loss) income before income taxes (14,715) 47,043 110,963
`
143,291
(Benefit) provision for income taxes (5,751) (23,801) 19,659 (9,893)
Equity in earnings of subsidiary 162,148 91,304 (253,452)
Net income $ 153,184 $ 162,148 $ 91,304 $ (253,452) $ 153,184
Statements of
Comprehensive Income
Net income $ 153,184 $ 162,148 $ 91,304 $ (253,452) $ 153,184
Other comprehensive income:
Foreign currency translation (32,202) (32,202) 32,202 (32,202)
Commodities and foreign
currency derivatives
6,023 3,761 2,262 (6,023) 6,023
Other comprehensive (loss) income (26,179) 3,761 (29,940) 26,179 (26,179)
Comprehensive income (loss) $ 127,005 $ 165,909 $ 61,364 $ (227,273) $ 127,005
GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
108
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
For the year ended December 31, 2012
(in thousands)
Consolidating
Non- Entries and
Parent Guarantors Guarantors Eliminations Consolidated
Sales - affiliates $ $ 194,345 $ 216,859 $ (411,204) $
Sales - third party 566,024 682,240 1,248,264
Net sales 760,369 899,099 (411,204) 1,248,264
Cost of sales 638,419 705,245 (411,204) 932,460
Gross profit 121,950 193,854 315,804
Research and development 13,796 13,796
Selling and administrative expenses 61,442 84,098 145,540
Operating income 46,712 109,756 156,468
Other expense (income), net (2,133) 1,128 (1,005)
Interest expense - affiliate 3,766 59 586 (4,411)
Interest expense - third party 12,992 7,977 2,278 23,247
Interest income - affiliate (59) (4,352) 4,411
Interest income - third party (261) (261)
(Loss) income before income taxes (16,699) 45,161 106,025
`
134,487
(Benefit) provision for income taxes (5,972) 3,981 18,837 16,846
Equity in earnings of subsidiary 128,368 87,188 (215,556)
Net income $ 117,641 $ 128,368 $ 87,188 $ (215,556) $ 117,641
Statements of
Comprehensive Income
Net income $ 117,641 $ 128,368 $ 87,188 $ (215,556) $ 117,641
Other comprehensive income:
Foreign currency translation (9,929) (9,929) 9,929 (9,929)
Commodities and foreign
currency derivatives
(8,812) (4,452) (4,360) 8,812 (8,812)
Other comprehensive (loss) income (18,741) (4,452) (14,289) 18,741 (18,741)
Comprehensive income (loss) $ 98,900 $ 123,916 $ 72,899 $ (196,815) $ 98,900
GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
109
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
For the year ended December 31, 2013
(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 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 earnings of subsidiary (7,857) (46,050) 53,907
Net income $ (27,259) $ (7,857) $ (46,050) $ 53,907 $ (27,259)
Statements of
Comprehensive Income
Net income $ (27,259) $ (7,857) $ (46,050) $ 53,907 $ (27,259)
Other comprehensive income:
Foreign currency translation (13,981) (13,981) 13,981 (13,981)
Commodities and foreign
currency derivatives and other
2,035 872 1,163 (2,035) 2,035
Other comprehensive income (loss) (11,946) 872 (12,818) 11,946 (11,946)
Comprehensive (loss) income $ (39,205) $ (6,985) $ (58,868) $ 65,853 $ (39,205)
GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
110
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the year ended December 31, 2011
(in thousands)
Consolidating
Non- Entries and
Parent Guarantors Guarantors Eliminations Consolidated
Net cash provided by (used in)
operating activities: $ 130,522 $ 99,596 $ (153,521) $ $ 76,597
Cash flow from investing activities:
Loan repayments from affiliates 75,459 152,972 (228,431)
Capital expenditures (100,648) (55,968) (156,616)
(Payments on) proceeds from
derivatives
13,265 1,147 14,412
Cash paid for acquisition (20,510) (20,510)
Other 748 748
Net cash provided by (used in)
investing activities (20,510) (11,924) 98,899 (228,431) (161,966)
Cash flow from financing activities:
(Repayments to) loans from affiliates (79,788) (152,972) 4,329 228,431
Short-term debt borrowings 7,510 6,506 14,016
Revolving Facility borrowings 444,000 140,000 584,000
Revolving Facility reductions (382,000) (100,000) (482,000)
Principal payments on long term debt (168) (54) (222)
Supply chain financing 4,970 4,970
Proceeds from exercise of stock options 2,028 2,028
Purchase of treasury shares (30,940) (30,940)
Revolver facility financing cost (4,904) (84) (4,988)
Other (946) (457) (1,403)
Net cash (used in) provided by
financing activities (109,646) (88,534) 55,210 228,431 85,461
Net (decrease) increase in cash
and cash equivalents
366 (862) 588 92
Effect of exchange rate changes
on cash and cash equivalents
(759) (759)
Cash and cash equivalents at
beginning of period
4,365 8,731 13,096
Cash and cash equivalents
at end of period
$ 366 $ 3,503 $ 8,560 $ $ 12,429
GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
111
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the year ended December 31, 2012
(in thousands)
Consolidating
Non- Entries and
Parent Guarantors Guarantors Eliminations Consolidated
Net cash provided by (used in)
operating activities: $ 44,361 $ 85,973 $ 23,066 $ (52,000) $ 101,400
Cash flow from investing activities:
Loan repayments from affiliates (66,869) 158,985 (92,116)
Capital expenditures (91,183) (36,545) (127,728)
(Payments on) proceeds from derivatives 3,166 4,406 7,572
Other 194 194
Net cash provided by (used in)
investing activities (66,869) 70,968 (31,945) (92,116) (119,962)
Cash flow from financing activities:
Loans repayments to affiliates (169,656) 66,869 10,671 92,116
Dividends to affiliates (52,000) 52,000
Short-term debt borrowings (7,493) 1,755 (5,738)
Revolving Facility borrowings 292,000 133,000 425,000
Revolving Facility reductions (454,500) (133,000) (587,500)
Proceeds from long term debt 300,000 300,000
Principal payments on long term debt (171) (54) (225)
Supply chain financing (2,967) (2,967)
Proceeds from exercise of stock options 157 157
Purchase of treasury shares (103,445) (103,445)
Refinancing fees and debt issuance costs (5,018) (724) (643) (6,385)
Other 104 5,111 5,215
Net cash (used in) provided by
financing activities
22,142 (156,019) 13,873 144,116 24,112
Net (decrease) increase in cash
and cash equivalents
(366) 922 4,994 5,550
Effect of exchange rate changes
on cash and cash equivalents
(662) (662)
Cash and cash equivalents at
beginning of period
366 3,503 8,560 12,429
Cash and cash equivalents
at end of period
$ $ 4,425 $ 12,892 $ $ 17,317
GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
112
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
operating activities: $ (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)
investing activities 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
financing activities (1,860) (35,265) (31,098) 30,578 (37,645)
Net increase (decrease) in cash
and cash equivalents
327 (4,936) (4,609)
Effect of exchange rate changes
on cash and cash equivalents
(820) (820)
Cash and cash equivalents at
beginning of period
4,425 12,892 17,317
Cash and cash equivalents
at end of period
$ $ 4,752 $ 7,136 $ $ 11,888
GRAFTECH INTERNATIONALLTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
113
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable.

Item 9A. Controls and Procedures


Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information
required to be disclosed in the Companys reports under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the Commissions rules and forms and that
such information is accumulated and communicated to the Companys management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In
designing and evaluating the disclosure controls and procedures, management recognizes that any controls and
procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the
desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship
of possible controls and procedures.
The Company carries out a variety of on-going procedures, under the supervision and with the participation
of the Companys management, including the Companys Chief Executive Officer and Chief Financial Officer, to evaluate
the effectiveness of the design and operation of the Companys disclosure controls and procedures. Based on the
foregoing, the Companys Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure
controls and procedures were effective at a reasonable assurance level as of the end of the period covered by this
report.
MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal control over financial reporting,
as defined in Exchange Act Rule13a-15(f). The Companys internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with accounting principles generally accepted in the United States of
America.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Under the supervision and with the participation of management, including the Chief Executive Officer and
Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Companys internal control
over financial reporting based on the framework in Internal Control Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has concluded
that the internal control over financial reporting was effective as ofDecember31, 2013.
Changes in Internal Control over Financial Reporting
There has been no change in the Companys internal controls over financial reporting during the Companys
most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Companys internal
controls over financial reporting.
Managements assessment of the effectiveness of the Companys internal control over financial reporting
as ofDecember31, 2013 has been audited by PricewaterhouseCoopers LLP, an independent registered public
accounting firm, as stated in their report included herein.

Item 9B. Other Information


Not applicable.
114
PART III

Items10 to 14 (inclusive).
Except as set forth below, the information required by Items 10, 11, 12, 13 and 14 will appear in the GrafTech
International Ltd. Proxy Statement for the Annual Meeting of Stockholders to be held on May15, 2014, which will be
filed on April2, 2014 pursuant to Regulation 14A under the Securities Exchange Act of 1934 and is incorporated by
reference in this Report pursuant to General Instruction G(3) of Form 10-K (other than the portions thereof not deemed
to be filed for the purpose of Section18 of the Securities Exchange Act of1934).
The information set forth below is provided as required by Item10 and the listing standards of the NYSE.
The following table sets forth information with respect to our current executive officers and directors, including
their ages, as of February15, 2014. There are no family relationships between any of our executive officers.

Name Age Position


Joel L. Hawthorne 49 President and Chief Executive Officer
Erick R. Asmussen 47 Vice President and Chief Financial Officer
Petrus J. Barnard 64 Vice President and President, Industrial Materials
Lionel Batty 55 Vice President and President, Engineered Solutions
John D. Moran 55 Vice President and General Counsel, Secretary

Executive Officers
J oel L. Hawthorne, age 49, became Chief Executive Officer and President in January 2014. Previously, he was
President, Engineered Solutions since March 2011. Mr. Hawthorne joined GrafTech as Director of Investor Relations
in August 1999. In January 2001, he was appointed Director of Electrode Sales & Marketing, Americas and, in October
2005, he was appointed Director Worldwide Marketing and Americas Sales. In January 2009, he was appointed Vice
President, Global Marketing & Sales for Industrial Materials with responsibility for all aspects of worldwide marketing
and sales for the segment. Mr. Hawthorne holds a Bachelor of Science degree (accounting) and a Master of Science
degree (business education) from the University of Akron.
Erick R. Asmussen, age 47, became Vice President and Chief Financial Officer in September 2013. Mr. Asmussen
has over 20 years of corporate finance, treasury, accounting, planning and analysis, tax and corporate development
experience. Since joining GrafTech in 1999 as Tax Director, he has also served as GrafTechs Worldwide Controller
and Treasurer & Director of Finance. He became Vice President of Strategy, Planning and Corporate Development in
May 2005. Prior to joining GrafTech, Mr. Asmussen served as Director of Tax Planning for Corning Incorporated, Tax
Manager for AT&T Corporation, and Senior Tax Consultant for Arthur Andersen LLP. Mr. Asmussen holds a Master of
Science in Taxation from State University of New York at Albany and a Bachelor of Science in Accounting from Rochester
Institute of Technology.
Petrus J . Barnard, age 64, became President of Industrial Materials in February 2008, and became a Vice President
in April 2005. He was the President of Graphite Electrodes from April 2005 until January 2008. From April 2003 to
March 2005 he served as President, Advanced Carbon Materials. He served as Executive Vice President, Graphite
Power Systems, from March 2000 to March 2003. He began his career with us in 1972 when he joined our South
Africa subsidiary where he served as Managing Director from 1991 to 1994. From November 1994 to September 1997,
he was the Director of Operations for Europe and South Africa, based in France. In 1997 through 2000, he was the
Director of Operations for the Americas. He is a graduate of University of Potchefstroom-South Africa with a B.S.
Sciences degree and an MBA. He also holds a Ph.D. from Rand Afrikaans University.
Lionel Batty, age 55, was appointed President of GrafTechs Engineered Solutions business segment in January
2014. Prior to this he was President of its Graphite Electrodes business, and from 1999 to 2011 he was Vice President
of Corporate Research and Development. He has been located at the companys headquarters in Parma, Ohio, since
1999. From 1997 to 1998 he was Applied Technology Manager - Europe for GrafTechs electrode business, and from
1994 to 1996 he held a similar position for its specialty graphite business, both located in France. Mr. Batty began his
career with GrafTech as a development engineer in 1983 at Parma, Ohio, and has held various technical and managerial
115
positions at GrafTech locations in Clarksville, Tennessee; Sheffield, England; Notre Dame de Brianon, France; and
Paris, France. He holds a BS in Chemical Engineering from Imperial College, London, and has a MBA from Sheffield
Hallam University (formerly Sheffield Polytechnic), England.
J ohn D. Moran, age 55, became Vice President and General Counsel, Secretary in April 2009. He joined GrafTech
in May 2006 as Deputy General Counsel. From December 1996 to April 2006, he was employed by Corrpro Companies,
Inc. serving as General Counsel, Senior Vice President & Secretary. He was in-house Counsel and Corporate Secretary
for Sealy Corporation between January 1987 and December 1996. From 1984 through 1987 he was a tax accountant
with Grant Thornton and became a Certified Public Accountant. He received a Bachelor of Business Administration in
1980 and Juris Doctorate in 1983 from Cleveland State University.
116
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)(1)Financial Statements
See Index to Consolidated Financial Statements at page 63 of this Report.
(2) Financial Statement Schedules
None.
(b) Exhibits
The exhibits listed in the following table have been filed with, or incorporated by reference into, this Report.

Exhibit
Number Description of Exhibit
2.1.0(1) Recapitalization and Stock Purchase and Sale Agreement dated as of November 14, 1994 among Union Carbide
Corporation, Mitsubishi Corporation, GrafTech International Ltd. and GrafTech International Acquisition Inc.
and Guaranty made by Blackstone Capital Partners II Merchant Banking Fund L.P. and Blackstone Offshore
Capital Partners II L.P.
2.2.0(1) Stock Purchase and Sale Agreement dated as of November 9, 1990 among Mitsubishi Corporation, Union
Carbide Corporation and UCAR Carbon Company Inc.
2.3.0(1) Transfer Agreement dated January 1, 1989 between Union Carbide Corporation and UCAR Carbon Company
Inc.
2.3.1(1) Amendment No. 1 to Transfer Agreement dated December 31, 1989.
2.3.2(1) Amendment No. 2 to Transfer Agreement dated July 2, 1990.
2.3.3(1) Amendment No. 3 to Transfer Agreement dated as of February 25, 1991.
2.4.0(1) Amended and Restated Realignment Indemnification Agreement dated as of June 4, 1992 among Union Carbide
Corporation, Union Carbide Chemicals and Plastics Company Inc., Union Carbide Industrial Gases Inc., UCAR
Carbon Company Inc. and Union Carbide Coatings Service Corporation.
2.5.0(1) Environmental Management Services and Liabilities Allocation Agreement dated as of January 1, 1990 among
Union Carbide Corporation, Union Carbide Chemicals and Plastics Company Inc., UCAR Carbon Company
Inc., Union Carbide Industrial Gases Inc. and Union Carbide Coatings Service Corporation.
2.5.1(1) Amendment No. 1 to Environmental Management Services and Liabilities Allocation Agreement dated as of
June 4, 1992.
2.6.0(2) Trade Name and Trademark License Agreement dated March 1, 1996 between Union Carbide Corporation and
UCAR Carbon Technology Corporation.
2.7.0(1) Employee Benefit Services and Liabilities Agreement dated January 1, 1990 between Union Carbide
Corporation and UCAR Carbon Company Inc.
2.7.1(1) Amendment to Employee Benefit Services and Liabilities Agreement dated January 15, 1991.
2.7.2(1) Supplemental Agreement to Employee Benefit Services and Liabilities Agreement dated February 25, 1991.
2.8.0(1) Letter Agreement dated December31, 1990 among Union Carbide Chemicals and Plastics Company Inc.,
UCAR Carbon Company Inc., Union Carbide Grafito, Inc. and Union Carbide Corporation.
117
Exhibit
Number Description of Exhibit
3.1.0(23) Amended and Restated Certificate of Incorporation of GrafTech International Ltd. dated November 30, 2010.
3.2.0 (31) Amended and Restated By-Laws of GrafTech International Ltd. dated as of September 30, 2012.
4.1.0(30) 6.375% Senior Notes due 2020.
10.1.0(28) Amended and Restated Credit Agreement dated as of April 20, 2012, among GrafTech International Ltd.,
GrafTech Finance Inc., GrafTech Switzerland S.A., GrafTech Luxembourg I S..r.l. and GrafTech
Luxembourg II S..r.l.; the LC Subsidiaries (as defined therein) from time to time party thereto; and
JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, Issuing Bank and Swingline Lender
(as defined therein).
10.1.1(26) Reaffirmation Agreement dated as of October7, 2011 among GrafTech International Ltd., GrafTech Finance
Inc., GrafTech Switzerland, S.A., the Subsidiaries party thereto and JPMorgan Chase Bank, N.A., as the
Administrative Agent.
10.1.2(28) Second Amended and Restated Guarantee Agreement dated as of April 20, 2012, made by GrafTech
International Ltd., GrafTech Finance Inc., and the other subsidiaries of GrafTech International Ltd. from time
to time party thereto, in favor of JPMorgan Chase Bank, N.A., as collateral agent for the Secured Parties (as
defined therein).
10.1.3(28) European Guarantee and Luxembourg Security Agreement dated as of April 20, 2012, made by GrafTech
Luxembourg I S..r.l., GrafTech Luxembourg II S..r.l. and GrafTech Switzerland S.A., in favor of JPMorgan
Chase Bank, N.A., as collateral agent for the Secured Parties (as defined therein).
10.1.4(28) Second Amended and Restated Security Agreement dated as of April 20, 2012, made by GrafTech
International Ltd., GrafTech Finance Inc., and the other subsidiaries of GrafTech International Ltd. from time
to time party thereto, in favor of JPMorgan Chase Bank, N.A., as collateral agent for the Secured Parties (as
defined therein).
10.1.5(28) Second Amended and Restated Indemnity, Subrogation and Contribution Agreement dated as of April 20,
2012, among GrafTech International Ltd., GrafTech Finance Inc., each of the other Domestic Subsidiaries (as
defined therein) from time to time party thereto, and JPMorgan Chase Bank, N.A., as collateral agent for the
Secured Parties (as defined therein).
10.1.6(28) Second Amended and Restated Pledge Agreement dated as of March 26, 2012, among GrafTech International
Ltd., GrafTech Finance Inc., the other subsidiaries of GrafTech International Ltd. from time to time party
thereto, and JPMorgan Chase Bank, N.A., as collateral agent for the Secured Parties (as defined therein).
10.1.7(28) Amended and Restated Pledge Agreement dated as of March 26, 2012, by GrafTech Switzerland S.A. in
favor of JPMorgan Chase Bank, N.A., as collateral agent for the Secured Parties (as defined therein).
10.1.8(28) Pledge Agreement dated as of March 26, 2012, by GrafTech Luxembourg I S..r.l. in favor of JPMorgan
Chase Bank, N.A., as collateral agent for the Secured Parties (as defined therein).
10.1.9(28) Pledge Agreement dated as of March 30, 2012, by GrafTech Luxembourg II S..r.l. in favor of JPMorgan
Chase Bank, N.A., as collateral agent for the Secured Parties (as defined therein).
10.1.10(21) Amended and Restated Intellectual Property Security Agreement dated as of April 28, 2010 made by
GrafTech International Ltd., GrafTech Global Enterprises Inc., GrafTech Finance Inc., and the other
subsidiaries of GrafTech International Ltd. from time to time party thereto, in favor of JPMorgan Chase
Bank, N.A., as Collateral Agent for the Secured Parties.
118
Exhibit
Number Description of Exhibit
10.1.11(21) Swiss Security Agreement dated April 28, 2010 between GrafTech Switzerland S.A., as Assignor, and
JPMorgan Chase Bank, N.A., as Assignee.
10.1.12(26) Confirmation and Amendment Agreement dated 7October 2011 relating to the Swiss Security Agreement
dated April28, 2010 between Graftech Switzerland SA as Assignor and JPMorgan Chase Bank, N.A. as
Assignee.
10.1.13(28) Second Confirmation and Amendment Agreement dated as of April 20, 2012, relating to the Swiss Security
Agreement dated April 28, 2010 between GrafTech Switzerland S.A., as Assignor and JPMorgan Chase Bank,
N.A. as Assignee.
10.1.14(21) Form of LC Subsidiary Agreement among GrafTech Finance Inc. or GrafTech Switzerland S.A., as the
Applicable Borrower, the applicable LC Subsidiary and JPMorgan Chase Bank, N.A., as Administrative
Agent.
10.1.15(31) Second Amendment as of October 29, 2012 of the Amended and Restated Credit Agreement dated as of April
20, 2012, among GrafTech International Ltd., GrafTech Finance Inc., GrafTech Switzerland S.A., GrafTech
Luxembourg I S..r.l. and GrafTech Luxembourg II S..r.l.; the LC Subsidiaries (as defined therein) from time
to time party thereto; and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, Issuing
Bank and Swingline Lender (as defined therein).
10.2.0(8) Form of Restricted Stock Unit Agreement.
10.3.0(14) Forms of Restricted Stock Agreement (2005 LTIP Version).
10.4.0(27) Form of Long Term Incentive Plan Award Agreement (2010 Version).
10.4.1(27) Form of Long Term Incentive Plan Award Agreement (2011 Version).
10.4.2(31) Form of Long Term Incentive Plan Award Agreement (2012 Version).
10.4.3(32) Form of Long Term Incentive Plan Award Agreement (2013 Version).
10.5.0(9) GrafTech International Ltd. Management Stock Incentive Plan (Senior Version) as amended and restated
through July 31, 2003.
10.6.0(10) GrafTech International Ltd. Incentive Compensation Plan, effective January 1, 2003.
10.6.1(16) Amendment No. 1 GrafTech International Ltd. Incentive Compensation Plan dated December 29, 2008.
10.7.0(11) Form of Restricted Stock Agreement (Standard Form).
10.8.0(16) GrafTech International Holdings Inc. Compensation Deferral Program as amended and restated (December
29, 2008).
10.9.0(27) Amended and Restated GrafTech International Ltd. 2005 Equity Incentive Plan.
10.10.0(8) Form of Severance Compensation Agreement for senior management (U.S. 2.99 Version).
10.10.1(16) Form of IRS 409A Amendment to Severance Compensation Agreement for senior management (December
2008 U.S. 2.99 Version).
10.10.2(25) Form of Severance Compensation Agreement for senior management (U.S. 2.99 Version - Revised).
10.11.0(16) Form of IRS 409A Amendment to Severance Compensation Agreement for senior management (December
2008 International 2.99 Version).
10.12.0(14) Form of Non-qualified Stock Option Agreement.
10.13.0(24) Agreement effective as of January 1, 2011 between and among ConocoPhillips Company and GrafTech
International Holdings Inc. and Graftech Switzerland S.A. (confidential treatment requested under Rule 24b-2
as to certain portions which are omitted and filed separately with the SEC).
10.13.1(24) Agreement effective as of January 1, 2011 among ConocoPhillips Limited (successor to ConocoPhillips (I.K.)
Limited) and Graftech Switzerland S.A. (confidential treatment requested under Rule 24b-2 as to certain
portions which are omitted and filed separately with the SEC).
10.14.0(14) Form of Terms and Conditions of Sale to standard contract of sale (2007 revision)
10.15.0(13) Technology License Agreement, dated as of December 5, 2006, among GrafTech International Ltd., UCAR
Carbon Company Inc., Alcan France, and Carbone Savoie (confidential treatment requested under Rule 24b-2
as to certain portions which are omitted and filed separately with the SEC.)
119
10.16.0(24) Form of Indemnification Agreement with Directors and Executive Officers.
10.17.0(18) Executive Incentive Compensation Plan.
10.18.0(23) Form of Senior Subordinated Promissory Note. issued pursuant to April 28, 2010 Agreements and Plans of
Merger.
10.19.0(23) Registration Rights and Stockholders Agreement, dated as of November 30, 2010, by and among GrafTech
International Ltd. and each of the stockholders party thereto entered into pursuant to April28, 2010
Agreements and Plans of Merger.
10.20.0(30) Indenture, dated November 20, 2012, among GrafTech International Ltd., the Subsidiary Guarantors and U.S.
Bank National Association, as Trustee.
12.1.0(32) Computation of Ratio of Earnings to Fixed Charges.
21.1.0(32) List of subsidiaries of GrafTech International Ltd.
23.1.0(32) Consent of PricewaterhouseCoopers LLP.
24.1.0(32) Powers of Attorney. (Included on Signatures pages).
31.1.0(32) Certification pursuant to Rule 13a-14(a) under the Exchange Act by Joel L. Hawthorne, Chief Executive
Officer and President.
31.2.0(32) Certification pursuant to Rule 13a-14(a) under the Exchange Act by Erick R. Asmussen, Vice President and
Chief Financial Officer.
32.1.0(32) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Joel L. Hawthorne, Chief
Executive Officer and President.
32.2.0(32) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Erick R. Asmussen, Vice
President and Chief Financial Officer.
101 INS XBRL Instance Document
101 SCH XBRL Taxonomy Extension Schema Document
101 CAL XBRL Taxonomy Extension Calculation Linkbase Document
101 DEF XBRL Taxonomy Extension Definition Linkbase Document
101 LAB XBRL Taxonomy Extension Label Linkbase Document
101 PRE XBRL Taxonomy Extension Presentation Linkbase Document
(1) Incorporated by reference to the Registration Statement of GrafTech International Ltd. and GrafTech Global
Enterprises Inc. on Form S-1 (Registration No. 33-84850).
(2) Incorporated by reference to the Quarterly Report of the registrant on Form l0-Q for the quarter ended March 31,
1996 (File No. 1-13888).
(3) Incorporated by reference to the Annual Report of the registrant on Form 10-K for the year ended December 31,
1998 (File No. 1-13888).
(4) Incorporated by reference to the Quarterly Report of the registrant on Form 10-Q for the quarter ended June 30,
2003 (File No. 1-13888).
(5) Incorporated by reference to the Annual Report of the registrant on Form 10-K for the year ended December 31,
2001 (File No. 1-3888).
(6) Incorporated by reference to the Annual Report of the registrant on Form 10-K for the year ended December 31,
2004 (File No. 1-13888).
(7) Incorporated by reference to the Quarterly Report of the registrant on Form 10-Q for the quarter ended
September30, 2005 (File No. 1-13888).
(8) Incorporated by reference to the Annual Report of the registrant on Form 10-K for the year ended
December31,2005 (File No. 1-13888).
(9) Incorporated by reference to the Registration Statement of the registrant on Form S-3 (Registration
No.333-108039).
Exhibit
Number Description of Exhibit
120
(10) Incorporated by reference to the Quarterly Report of the registrant on Form 10-Q for the quarter ended March 31,
2006 (File No.1-13888).
(11) Incorporated by reference to the Current Report of the registrant on Form 8-K filed on September 6, 2005
(FileNo.1-13888).
(12) Incorporated by reference to the Quarterly Report of the registrant on Form 10-Q for the quarter ended June 30,
2001 (File No. 1-13888).
(13) Incorporated by reference to the Annual Report of the registrant on Form 10-K for the year ended December 31,
2006 (File No. 1-13888).
(14) Incorporated by reference to the Annual Report of the registrant on Form 10-K for the year ended December 31,
2007 (File No. 1-13888).
(15) Incorporated by reference to the Quarterly Report of the registrant on Form 10-Q for the quarter ended June 30,
2008 (File No. 1-13888).
(16) Incorporated by reference to the Annual Report of the registrant on Form 10-K for the year ended December 31,
2008 (File No. 1-13888).
(17) Incorporated by reference to the Quarterly Report of the registrant on Form 10-Q for the quarter ended March 31,
2009 (File No. 1-13888).
(18) Incorporated by reference to the Definitive Proxy Statement for the 2009 Annual Meeting of Stockholders of the
registrant (File No. 1-13888).
(19) Incorporated by reference to the Annual Report of GrafTech International Ltd. on Form 10-K for the year ended
December 31, 2009 (File No. 1-13888).
(20) Incorporated by reference to Amendment No. 1 to the Annual Report of GrafTech International Ltd. on Amendment
No.1 to Form 10-K for the year ended December31, 2009 (File No. 1-13888).
(21) Incorporated by reference to the Registration Statement of GrafTech Holdings Inc. on Form S-4
(RegistrationNo.167446) filed June10, 2010.
(22) Incorporated by reference to Amendment No. 1 to the Registration Statement of GrafTech Holdings Inc. on FormS-4
(Registration No. 167446) filed August19, 2010.
(23) Incorporated by reference to the Current Report of the registrant on Form 8-K filed on November 30, 2010
(FileNo.1-13888).
(24) Incorporated by reference to the Annual Report of GrafTech International Ltd. on Form 10-K for the year ended
December 31, 2010 (File No. 1-13888).
(25) Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2011
(FileNo.1-13888).
(26) Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 (File
No. 1-13888).
(27) Incorporated by reference to the Annual Report of the registrant on Form 10-K for the year ended December 31,
2011 (File No. 1-13888).
(28) Incorporated by reference to the Quarterly Report of the registrant on Form 10-Q for the quarter ended March 31,
2012 (File No. 1-13888).
(29) Incorporated by reference to the Quarterly Report of the registrant on Form 10-Q for the quarter ended September
30, 2012 (File No. 1-13888).
(30) Incorporated by reference to the Current Report of the registrant on Form 8-K filed on November 20, 2012 (File
No. 1-13888).
(31) Incorporated by reference to the Annual Report of the registrant on Form 10-K for the year ended December 31,
2012 (File No. 1-13888).
(32) Filed herewith.
121
EXHIBIT INDEX

The exhibits listed in the following table have been filed with this Report.
Exhibit
Number Description of Exhibit
10.4.3 Form of Long Term Incentive Plan Award Agreement (2012 Version)
12.1.0 Computation of Ratio of Earnings to Fixed Charges
21.1.0 List of subsidiaries of GrafTech International Ltd.
23.1.0 Consent of PricewaterhouseCoopers LLP
24.1.0 Powers of Attorney (Included on Signatures pages)
31.1.0 Certification pursuant to Rule 13a-14(a) under the Exchange Act by Joel L. Hawthorne, President and
Chief Executive Officer.
31.2.0 Certification pursuant to Rule 13a-14(a) under the Exchange Act by Erick R. Asmussen, Vice President
and Chief Financial Officer .
32.1.0 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Joel L. Hawthorne,
President and Chief Executive Officer.
32.2.0 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Erick R. Asmussen, Vice
President and Chief Financial Officer .
101 INS XBRL Instance Document
101 SCH XBRL Taxonomy Extension Schema Document
101 CAL XBRL Taxonomy Extension Calculation Linkbase Document
101 DEF XBRL Taxonomy Extension Definition Linkbase Document
101 LAB XBRL Taxonomy Extension Label Linkbase Document
101 PRE XBRL Taxonomy Extension Presentation Linkbase Document
122
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

GRAFTECH INTERNATIONAL LTD.


February 27, 2014 By: /s/Joel L. Hawthorne
Joel L. Hawthorne
Title: President and Chief Executive Officer
By: /s/Erick R. Asmussen
Erick R. Asmussen
Title:
Vice President and Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below hereby
constitutes and appoints Joel L. Hawthorne and Erick R. Asmussen, and each of them individually, his or her true and
lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to (i)act on, sign and file with the Securities and Exchange
Commission any and all amendments to this Report together with all schedules and exhibits thereto, (ii)act on, sign
and file with the Securities and Exchange Commission any and all exhibits to this Report and any and all exhibits and
schedules thereto, (iii)act on, sign and file any and all such certificates, notices, communications, reports, instruments,
agreements and other documents as may be necessary or appropriate in connection therewith and (iv)take any and
all such actions which may be necessary or appropriate in connection therewith, granting unto such agents, proxies
and attorneys-in-fact, and each of them individually, full power and authority to do and perform each and every act
and thing necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in
person, and hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact, any of them
or any of his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signatures Title Date
/s/Joel L. Hawthorne
President and Chief Executive Officer (Principal Executive
Officer) February 27, 2014
Joel L. Hawthorne
/s/Erick R. Asmussen
Vice President and Chief Financial Officer (Principal
Financial Officer) February 27, 2014
Erick R. Asmussen
/s/Craig S. Shular Executive Chairman of the Board of Directors February 27, 2014
Craig S. Shular
/s/RANDY W. CARSON Director February 27, 2014
Randy W. Carson
/s/MARY B. CRANSTON Director February 27, 2014
Mary B. Cranston
/s/HAROLD E. LAYMAN Director February 27, 2014
Harold E. Layman
/s/FERRELL P. MCCLEAN Director February 27, 2014
Ferrell P. McClean
/s/STEVEN R. SHAWLEY Director February 27, 2014
Steven R. Shawley
123
[THIS PAGE INTENTIONALLY LEFT BLANK]
124
[THIS PAGE INTENTIONALLY LEFT BLANK]
In response to an ever-changing market, GrafTechs global team
continues to redefine what being a carbon and graphite materials
science company truly means. Our team members consistently bring
their expertise, ingenuity and tenacity to help achieve success in
their respective functions.
For example, GrafTechs team members are responsible for improv-
ing existing products and bringing new ones to the market. The
teams recent accomplishments include developing super premium
petroleum needle coke, thermal management solutions and high-
temperature furnace systems.
Redefining collaboration
We value the importance of working with internal and external
stakeholders to achieve our mutual goals. In addition to working
with cross-functional internal teams, GrafTechs employees are
work ing with national laboratories, universities and industry orga-
nizations to further research and develop
graphite material science applications.
Perhaps our most important collaborations are
with our customers, who present issues to
us that demand unique graphite
material solutions, such as devel-
oping a thermal management
material that allows advanced
consumer electronics to be even
lighter and thinner.
Redefining opportunities
It is because of our innovations
and collaborations that we are
able to develop and grow our businesses. For example, to meet
demand for GrafTechs thermal management product used in
advanced electronics such as smartphones, laptops and tablets,
we opened our Sharon Center, Ohio, facility to enhance our pro-
duction capability.
Our Engineered Solutions subsidiary in Maine has recently contrib-
uted to two high-profile space projects: developing the carbon/car-
bon insert for motors on one, and advanced composite material
and propulsion components for the other.
Lastly, a very special opportunity presented itself when GrafTech
acquired needle coke producer Seadrift Coke in 2010. By backward
integrating into one of the key materials used to make graphite elec-
trodes, GrafTech is better-positioned to manage costs and quality.
GrafTech is redefining innovation
Photo credit: Cover image of Orion space vehicle (top center) courtesy
of Lockheed Martin.
Corporate and Investor Information
BOARD OF DIRECTORS
Joel L. Hawthorne
President & Chief Executive Officer
Craig S. Shular
Executive Chairman
Randy W. Carson
Organization, Compensation & Pension
Committee (Chairperson)
Nominating & Governance Committee
Mary B. Cranston
Presiding Director
Nominating & Governance Committee
Organization, Compensation & Pension Committee
Harold E. Layman
Audit & Finance Committee
Organization, Compensation & Pension Committee
Ferrell P. McClean
Nominating & Governance Committee (Chairperson)
Audit & Finance Committee
Steven R. Shawley
Audit & Finance Committee (Chairperson)
CORPORATE HEADQUARTERS
GrafTech International Ltd.
12900 Snow Road
Parma, OH 44130
E-MAIL ADDRESS
Investor.Relations@graftech.com
TELEPHONE
216-676-2000
WEBSITE
www.graftech.com
STOCK EXCHANGE LISTING
Our common stock is listed on the
NYSE under the symbol GTI.
STOCKHOLDER PROFILE
At December 31, 2013, there were
135,501,048 shares of common stock
outstanding.
DIVIDEND POLICY
It is the current policy of our Board of
Directors to retain earnings to nance
plans and operations and meet obliga-
tions. We periodically review our dividend
policy. At the present time there are no
plans to declare or pay dividends. Payment
of any dividend is subject to restrictions
under our principal credit facilities.
ANNUAL MEETING
The Annual Meeting of Stockholders will
be held on May 15, 2014, at 10:00 a.m.
(Eastern Time) at the Corporate
Headquarters in Parma, Ohio.
STOCKHOLDER CONTACT AND FORM 10-K
Stockholders, prospective investors and
other interested parties are welcome to
call or write us with questions. A copy of
the annual report led with the SEC on
Form 10-K is available, without charge,
upon written request to Kelly Taylor,
Director, Investor Relations & Corporate
Communications, at the Companys
Corporate Headquarters.
TRANSFER AGENT
Computershare
312-588-4282
www.computershare.com
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
PricewaterhouseCoopers LLP
RISKS AND UNCERTAINTIES
This annual report contains forward-looking
statements as dened in the Private
Securities Litigation Reform Act of 1995.
The cautionary disclosure relating to
forward-looking statements, the risk factors
and the preliminary notes contained in
the Form 10-K that accompanies this
annual report also apply to and are incor-
porated in this annual report.
CEO AND CFO CERTIFICATIONS
In 2013, our Chief Executive Officer
(CEO) provided to the New York Stock
Exchange the annual CEOs certication
regarding compliance with the New York
Stock Exchanges corporate governance
listing standards. In addition, all required
CEO and Chief Financial Officer certifica-
tions regarding the quality of our public
disclosures in our scal 2013 reports
were filed with the U.S. Securities and
Exchange Commission.
Common Stock Price
Date Closing Price
Market Cap
(in millions)
December 31, 2009 $15.55 $1,866
December 31, 2010 $19.84 $2,875
December 30, 2011 $13.65 $1,959
December 31, 2012 $ 9.39 $1,262
December 31, 2013 $11.23 $1,521
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2013 Annual Report
GrafTech International Ltd.
12900 Snow Road
Parma, OH 44130
www.graftech.com
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This is a greener Annual Report.
GrafTech is committed to reducing its impact on
the environment. By producing this Annual Report
with postconsumer recycled fiber and paper
from well-managed forests, we lessened the
impact on the environment in the following ways:
1,550 gallons wastewater flow saved
171 lbs. solid waste not generated
338 lbs. net greenhouse gases prevented
2,584,000 BTUs energy not consumed
Source: Mohawk Environmental Calculator
FSC

is not responsible for the saving calculations by using this paper


91434_BOWNE_Cover_ACG.indd 1-3 3/26/14 10:08 AM
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q


(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the quarterly period ended March 31, 2014
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from to

Commission file number: 1-13888

GRAFTECH INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)

Delaware 27-2496053
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)


12900 Snow Road 44130
Parma, OH (Zip code)
(Address of principal executive offices)
Registrants telephone number, including area code: (216) 676-2000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer x Accelerated Filer o
Non-Accelerated Filer o Smaller Reporting Company o
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes No
As of April 15, 2014, 135,690,960 shares of common stock, par value $.01 per share, were outstanding.
Table of Contents
TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION:

Item 1. Financial Statements

Consolidated Balance Sheets as of December 31, 2013 and March 31, 2014 (unaudited) 3

Consolidated Statements of Operations and Comprehensive Income for the Three Months ended March 31, 2013 and 2014
(unaudited) 4

Consolidated Statements of Cash Flows for the Three Months ended March 31, 2013 and 2014 (unaudited) 5

Notes to Consolidated Financial Statements (unaudited) 6

Introduction to Part I, Item 2, and Part II, Item 1 and Item 1A 27

Item 2. Management Discussion and Analysis of Financial Condition and Results of Operations 31

Item 3. Quantitative and Qualitative Disclosures About Market Risk 40

Item 4. Controls and Procedures 41

PART II. OTHER INFORMATION:

Item 1. Legal Proceedings 42

Item 1A. Risk Factors 42

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 42

Item 3. Defaults Upon Senior Securities 42

Item 4. Mine Safety Disclosures 42

Item 5. Other Information 42

Item 6. Exhibits 43

SIGNATURE 44
2
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share data)
(Unaudited)

As of December
31, 2013
As of
March 31,
2014
ASSETS
Current assets:
Cash and cash equivalents $ 11,888 $ 17,324
Accounts and notes receivable, net of allowance for doubtful accounts of
$6,718 as of December 31, 2013 and $8,629 as of March 31, 2014 199,566 205,685
Inventories 490,414 491,275
Prepaid expenses and other current assets 73,790 81,281
Total current assets 775,658 795,565
Property, plant and equipment 1,588,880 1,596,006
Less: accumulated depreciation 767,895 797,627
Net property, plant and equipment 820,985 798,379
Deferred income taxes 10,334 10,117
Goodwill 496,810 496,801
Other assets 114,061 108,629
Total assets $ 2,217,848 $ 2,209,491
LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Accounts payable $ 115,212 $ 118,865
Short-term debt 1,161 168
Accrued income and other taxes 30,687 26,317
Rationalizations 18,421 10,010
Supply chain financing liability 9,455
Other accrued liabilities 40,939 46,335
Total current liabilities 215,875 201,695
Long-term debt 541,593 554,512
Other long-term obligations 97,947 96,740
Deferred income taxes 41,684 42,732
Contingencies Note 12
Stockholders equity:
Preferred stock, par value $.01, 10,000,000 shares authorized, none issued
Common stock, par value $.01, 225,000,000 shares authorized,
151,929,565 shares issued as of December 31, 2013 and 152,051,994
shares issued as of March 31, 2014 1,519 1,521
Additional paid-in capital 1,820,451 1,822,082
Accumulated other comprehensive loss (292,624) (290,552)
Retained earnings 39,625 28,108
Less: cost of common stock held in treasury, 16,341,311 shares as of
December 31, 2013 and 16,287,128 shares as of March 31, 2014 (247,190) (246,294)
Less: common stock held in employee benefit and compensation trusts,
87,206 shares as of December 31, 2013 and 89,087 shares as of
March 31, 2014 (1,032) (1,053)
Total stockholders equity 1,320,749 1,313,812
Total liabilities and stockholders equity $ 2,217,848 $ 2,209,491
See accompanying Notes to Consolidated Financial Statements
3
Table of Contents
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Dollars in thousands, except per share amounts)
(Unaudited)


For the Three Months
Ended
March 31,
2013 2014
CONSOLIDATED STATEMENTS OF OPERATIONS
Net sales $ 253,727 $ 280,791
Cost of sales 205,177 255,097
Gross profit 48,550 25,694
Research and development 3,093 2,770
Selling and administrative expenses 29,713 29,907
Rationalizations 86
Operating income (loss) 15,744 (7,069)

Other expense, net 550 794
Interest expense 9,008 8,999
Interest income (64) (58)
Income (loss) before provision for income taxes 6,250 (16,804)

Provision (benefit) for income taxes 2,040 (5,287)
Net income (loss) $ 4,210 $ (11,517)

Basic income (loss) per common share:
Net income (loss) per share $ 0.03 $ (0.08)
Weighted average common shares outstanding 134,646 135,730

Diluted income (loss) per common share:
Net income (loss) per share $ 0.03 $ (0.08)
Weighted average common shares outstanding 134,833 135,730

STATEMENTS OF COMPREHENSIVE INCOME
Net income (loss) $ 4,210 $ (11,517)
Other comprehensive income:
Foreign currency translation adjustments (7,309) 2,387
Commodities and foreign currency derivatives and other, net of tax of
($307) and $116, respectively 3,533 (315)
Other comprehensive (loss) income, net of tax: (3,776) 2,072
Comprehensive income (loss) $ 434 $ (9,445)
See accompanying Notes to Consolidated Financial Statements
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Table of Contents
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
For the Three Months Ended
March 31,
2013 2014
Cash flow from operating activities:
Net income (loss) $ 4,210 $ (11,517)
Adjustments to reconcile net income to cash provided by operations:
Depreciation and amortization 20,376 39,661
Deferred income tax provision (1,660) (1,222)
Post-retirement and pension plan changes 1,141 1,012
Stock-based compensation 2,366 522
Interest expense 3,433 3,645
Other charges, net 285 (1,593)
Increase in working capital* (8,934) (6,665)
Increase in long-term assets and liabilities (3,218) (1,753)
Net cash provided by operating activities 17,999 22,090
Cash flow from investing activities:
Capital expenditures (13,156) (21,728)
Proceeds from the sale of assets 1,895
Proceeds from (payments for) derivative instruments 2,181 (367)
Insurance recoveries 3,057
Net cash used in investing activities (10,975) (17,143)
Cash flow from financing activities:
Short-term debt reductions, net (6,324) (994)
Revolving Facility borrowings 66,000 75,000
Revolving Facility reductions (52,500) (65,000)
Principal payments on long-term debt (99) (92)
Supply chain financing (14,304) (9,455)
Proceeds from exercise of stock options 132 82
Purchase of treasury shares (181) (141)
Other (5,647) 918
Net cash (used in) provided by financing activities (12,923) 318
Net (decrease) increase in cash and cash equivalents (5,899) 5,265
Effect of exchange rate changes on cash and cash equivalents (114) 171
Cash and cash equivalents at beginning of period 17,317 11,888
Cash and cash equivalents at end of period $ 11,304 $ 17,324

* Net change in working capital due to the following components:
Change in current assets:
Accounts and notes receivable, net $ 47,767 $ (5,684)
Inventories (23,789) 955
Prepaid expenses and other current assets (1,186) (4,670)
(Decrease) increase in accounts payable and accruals (36,596) 6,506
Rationalizations (8,580)
Increase in interest payable 4,870 4,808
Increase in working capital $ (8,934) $ (6,665)
See accompanying Notes to Consolidated Financial Statements
5
PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) Organization and Summary of Significant Accounting Policies
A. Organization
GrafTech International Ltd. is one of the worlds largest manufacturers and providers of high quality synthetic and natural graphite and
carbon based products. References herein to GTI, we, our, or us refer collectively to GrafTech International Ltd. and its subsidiaries.
We have seven major product categories: graphite electrodes, refractory products, needle coke products, advanced electronics technologies,
advanced graphite materials, advanced composite materials and advanced materials, which are reported in the following segments:
Industrial Materials includes graphite electrodes, refractory products, and needle coke products, and primarily serves the steel industry.
Engineered Solutions includes advanced electronics technologies, advanced graphite materials, advanced composite materials and
advanced materials, and provides primary and specialty products to the advanced electronics, industrial, energy, transportation and defense
industries.
B. Basis of Presentation
The interim Consolidated Financial Statements are unaudited; however, in the opinion of management, they have been prepared in
accordance with Rule 10-01 of Regulation S-X and in accordance with accounting principles generally accepted in the United States of
America (GAAP). December 31, 2013 financial position data included herein was derived from the audited consolidated financial
statements included in our Annual Report on Form 10-K for the year ended December 31, 2013 (the Annual Report) but does not include all
disclosures required by GAAP. These interim Consolidated Financial Statements should be read in conjunction with the audited
Consolidated Financial Statements, including the accompanying Notes, contained in the Annual Report.
The unaudited consolidated financial statements reflect all adjustments (all of which are of a normal, recurring nature) which
management considers necessary for a fair statement of financial position, results of operations, comprehensive income and cash flows for
the interim period presented. The results for the interim periods are not necessarily indicative of results which may be expected for any other
interim period or for the full year.
C. New Accounting Standards
In July 2013, the Financial Accounting Standards Board ("FASB") issued guidance on Income Taxes for Presentation of an
Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This guidance
requires that financial statements reflect a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit
carryforward as reduced by any unrecognized tax benefit, or a portion of an unrecognized tax benefit. The updated guidance is effective for the
Company's interim and annual periods beginning after December 15, 2013. We adopted the guidance effective January 1, 2014 and its
implementation did not have a material impact to our financial statements.
(2) Rationalizations
Industrial Materials Rationalization
On October 31, 2013, we announced a global initiative to reduce our Industrial Materials segment's cost base and improve our
competitive position. As part of this initiative, we will close our two highest cost graphite electrode plants, located in Brazil and South Africa,
as well as a machine shop in Russia. Upon these closures, our graphite electrode capacity will be reduced by approximately 60,000 metric
tons. In parallel, we adopted measures for reductions in overhead and related corporate operations. These actions in total are expected to
reduce global headcount by approximately 600 people or approximately 20 percent of our global workforce. The rationalization plan is targeted
to be substantially complete by the end of the second quarter of 2014.
This rationalization initiative will result in approximately $95 million of pre-tax charges, of which approximately $25 million will be
cash outlays, the majority of which will be incurred in 2014, and funded through working capital improvements. The remaining $70 million
are non-cash costs, which primarily reflects the accelerated depreciation of
6
PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
assets, and will be expensed throughout the wind-down period. We incurred $61.8 million of expense related to this initiative in 2013.
Impact to 2014 financial results
In the three months ended March 31, 2014, as a result of the Industrial Materials rationalization, we incurred $0.1 million in charges
for post-employment benefits (including corporate charges) in Rationalizations. As a result of the planned shut-down, certain assets in
progress were written off and the estimated useful life of productive assets changed. Consequently, we incurred non-cash charges of $17.0
million of accelerated depreciation, recorded in Cost of sales. We also recorded in Cost of sales $0.3 million of other charges, including
cleaning and dismantling costs, loss reserves for inventory of products. These costs were partially offset by proceeds from the sale of assets
and scrap.
Engineered Solutions Rationalization
In order to optimize our Engineered Solutions platform and improve our cost structure, we initiated actions to centralize certain
operations and reduce overhead. These actions are expected to reduce global headcount by approximately 40 people. The total expected cost of
these actions is approximately $4.5 million, approximately $1.0 million of which will be cash outlays, the majority of which will be incurred
in 2014. The remaining $3.5 million are non-cash costs, which primarily reflect the write-off of assets. We incurred $3.9 million of expense
related to this initiative in 2013 and we expect the remainder to be incurred in 2014.
Impact to 2014 financial results
In the three months ended March 31, 2014, as a result of the Engineered Solutions Rationalization we incurred non-cash charges of
$0.4 million for accelerated depreciation, recorded in Cost of sales.
The following table represents the roll-forward of the liability incurred for employee termination benefits and contract termination
costs incurred in connection with the two initiatives described above. This liability is recorded as a current liability on the Consolidated
Balance Sheet.
(dollars in thousands)
Balance as of December 31, 2013 $ 18,421
Charges incurred 123
Change in estimates (37)
Payments and settlements (8,665)
Effect of change in currency exchange rates 168
Balance as of March 31, 2014 $ 10,010
7
PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Charges incurred related to these plans for the year ended March 31, 2014 are as follows:

For the Three Months Ended
March 31, 2014

Industrial
Materials
Segment
Engineered
Solutions
Segment Total
(dollars in thousands)
Accelerated depreciation (recorded in Cost of sales) 17,020 413 17,433
Other (recorded in Cost of sales) 321 321
Other (recorded Selling and administrative) 25 (10) 15
Severance and related costs (recorded in Rationalizations) 114 (28) 86
Total rationalization and related charges $ 17,480 $ 375 $ 17,855
(3) Stock-Based Compensation
For the three months ended March 31, 2013 and 2014, we recognized stock-based compensation expense of $2.4 million and $0.5
million, respectively. A majority of the expense, $2.1 million and $0.5 million, respectively, was recorded as selling and administrative
expenses in the Consolidated Statements of Operations, with the remaining expenses recorded as cost of sales and research and
development.
As of March 31, 2014, the total compensation cost related to non-vested restricted stock, performance shares and stock options not yet
recognized was $15.1 million, which will be recognized over the weighted average life of 1.7 years.
Restricted Stock and Performance Shares
Restricted stock and performance share awards activity under the plans for the three months ended March 31, 2014 was:

Number of
Shares
Weighted-
Average
Grant Date
Fair Value
Outstanding unvested as of January 1, 2014 1,633,491 $ 10.98
Granted 136,600 10.33
Vested (48,049) 15.16
Forfeited/canceled/expired (525,337) 9.61
Outstanding as of March 31, 2014 1,196,705 11.34

Stock Options
Stock option activity under the plans for the three months ended March 31, 2014 was:

Number of
Shares
Weighted-
Average
Exercise
Price
Outstanding as of January 1, 2014 1,916,718 $ 12.47
Granted 67,800 10.33
Forfeited/canceled/expired (49,203) 12.11
Exercised 15,000 5.46
Outstanding as of March 31, 2014 1,950,315 12.46
8
PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(4) Earnings per Share
The following table shows the information used in the calculation of our share counts for basic and diluted earnings per share:
For the Three Months Ended
March 31,
2013 2014
Weighted average common shares outstanding
for basic calculation 134,645,729 135,729,809
Add: Effect of stock options and restricted stock 186,829
Weighted average common shares outstanding
for diluted calculation 134,832,558 135,729,809
Basic earnings per common share are calculated by dividing net income (loss) by the weighted average number of common shares
outstanding. Diluted earnings per share are calculated by dividing net income (loss) by the sum of the weighted average number of common
shares outstanding plus the additional common shares that would have been outstanding if potentially dilutive securities had been issued.
The weighted average common shares outstanding for the diluted earnings per share calculation excludes consideration of stock
options covering 1,594,615 shares in the three months ended March 31, 2013, and 1,131,088 shares in the three months ended March 31,
2014, as the exercise prices were greater than the weighted average market price of our common stock for the applicable period.
(5) Segment Reporting
We operate in two reportable segments: Industrial Materials and Engineered Solutions.
Industrial Materials. Our industrial materials segment manufactures and delivers high quality graphite electrodes, refractory
products and needle coke products. Electrodes are key components of the conductive power systems used to produce steel and other non-
ferrous metals. Refractory products are used in blast furnaces and submerged arc furnaces due to their high thermal conductivity and the
ease with which they can be machined to large or complex shapes. Needle coke, a crystalline form of carbon derived from decant oil, is the
key ingredient in, and is used primarily in, the production of graphite electrodes.
Engineered Solutions. The Engineered Solutions segment includes advanced electronics technologies, advanced graphite
materials, advanced composite materials and advanced materials. Advanced electronics technologies products consist of electronic thermal
management solutions, fuel cell components, and sealing materials. Advanced graphite materials are highly engineered synthetic graphite
products used in many areas due to their unique properties and the ability to tailor them to specific solutions. These products are used in
transportation, alternative energy, metallurgical, chemical, oil and gas exploration and various other industries. Advanced composite
materials are highly engineered carbon products that are woven into various shapes primarily to support the aerospace and defense
industries. Advanced materials use carbon and graphite powders as components or additives in a variety of industries, including
metallurgical processing, battery and fuel cell components, and polymer additives.
We continue to evaluate the performance of our segments based on segment operating income. Intersegment sales and transfers
are not material and the accounting policies of the reportable segments are the same as those for our Consolidated Financial Statements as a
whole. Corporate expenses are allocated to segments based on each segments percentage of consolidated sales.
The following tables summarize financial information concerning our reportable segments:
9
PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

For the Three Months
Ended
March 31,
2013 2014
(Dollars in thousands)
Net sales to external customers:
Industrial Materials $ 208,777 $ 218,776
Engineered Solutions 44,950 62,015
Total net sales $ 253,727 $ 280,791
Segment operating income:
Industrial Materials $ 16,078 $ (9,423)
Engineered Solutions (334) 2,354
Total segment operating income (loss) $ 15,744 $ (7,069)

Reconciliation of segment operating income to
income before provision for income taxes
Other expense, net 550 794
Interest expense 9,008 8,999
Interest income (64) (58)
Income (loss) before provision for income taxes $ 6,250 $ (16,804)
(6) Benefit Plans
The components of our consolidated net pension costs are set forth in the following table:


For the Three Months
Ended
March 31,
2013 2014
(Dollars in thousands)
Service cost $ 489 $ 473
Interest cost 1,985 2,169
Expected return on plan assets (1,706) (1,938)
Amortization of prior service cost 6 1
Net cost $ 774 $ 705
The components of our consolidated net postretirement costs are set forth in the following table:

For the Three Months
Ended
March 31,
2013 2014
(Dollars in thousands)
Service cost $ 28 $ 19
Interest cost 331 352
Amortization of prior service benefit (50) (47)
Net cost $ 309 $ 324
10
PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(7) Goodwill and Other Intangible Assets
We are required to review goodwill and indefinite-lived intangible assets annually for impairment. Goodwill impairment is tested at
the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than
not reduce the fair value of a reporting unit below its carrying value.
Our annual impairment test of goodwill was performed as of December 31, 2013. The estimated fair values of our reporting units
were based on discounted cash flow models derived from internal earnings forecasts and assumptions. The assumptions and estimates
used in these valuations incorporated the current and expected economic environment. Our model was based on our internally developed
forecast and based on these valuations, the fair value substantially exceeded our net asset value. In addition to the quantitative analysis, we
qualitatively assessed our reporting units and we believe that the quantitative analysis supporting the fair value in excess of the carrying
value is appropriate. However, a further deterioration in the global economic environments or in any of the input assumptions in our
calculation could adversely affect the fair value of our reporting units and result in an impairment of some or all of the goodwill on the balance
sheet.
The changes in the carrying value of goodwill during the three months ended March 31, 2014 are as follows:
Total

(Dollars in
Thousands)
Balance as of December 31, 2013 $ 496,810
Currency translation effect (9)
Balance as of March 31, 2014 $ 496,801
The following table summarizes acquired intangible assets with determinable useful lives by major category as of December 31, 2013
and March 31, 2014:
As of December 31, 2013 As of March 31, 2014

Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
(Dollars in Thousands)
Trade name 7,900 (3,944) 3,956 7,900 (4,163) 3,737
Technological know-how 43,349 (18,582) 24,767 43,349 (20,089) 23,260
Customer related
intangible 110,798 (44,664) 66,134 110,798 (47,691) 63,107
Total finite-lived
intangible assets $ 162,047 $ (67,190) $ 94,857 $ 162,047 $ (71,943) $ 90,104
Amortization expense of acquired intangible assets was $5.2 million and $4.8 million in the three months ended March 31, 2013 and
March 31, 2014, respectively. Estimated amortization expense will approximate $14.3 million in the remainder of 2014, $17.3 million in
2015, $13.2 million in 2016, $14.4 million in 2017 and $10.7 million in 2018.
(8) Long-Term Debt and Liquidity
The following table presents our long-term debt:
As of December 31, 2013 As of March 31, 2014
(Dollars in thousands)
Revolving Facility $ 64,000 $ 74,000
Senior Notes 300,000 300,000
Senior Subordinated Notes 175,675 178,672
Other Debt 1,918 1,840
Total $ 541,593 $ 554,512
11
PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The fair value of long-term debt, which was determined using Level 2 inputs, was $549.8 million, versus a book value of $541.6
million as of December 31, 2013. As of March 31, 2014, the fair value of our long-term debt was $566.4 million versus a book value of
$554.5 million.
Revolving Facility
On October 7, 2011, we successfully completed the refinancing of our principal revolving credit facility (Revolving Facility). Borrowers
under the Revolving Facility were GrafTech Finance Inc. (GrafTech Finance) and GrafTech Switzerland S.A. (Swissco), both wholly-
owned subsidiaries. On April 20, 2012, as permitted by Section 9.19 of the Revolving Facility, we entered into an Amended and Restated
Credit Agreement pursuant to which, on August 28, 2012, GrafTech Luxembourg II S..r.l. (Luxembourg Holdco) replaced Swissco as a
Borrower. Swissco is no longer entitled to borrow under the Revolving Facility although it is entitled to request letters of credit thereunder only
for its own use.
The interest rate applicable to the Revolving Facility is, at GrafTechs option, either LIBOR plus a margin ranging from 1.5% to 2.25%
(depending on our total net leverage ratio) or, in the case of dollar denominated loans, the alternate base rate plus a margin ranging from
0.50% to 1.25% (depending upon such ratio). The alternate base rate is the highest of (i) the prime rate announced by JPMorgan Chase
Bank, N.A., (ii) the federal fund effective rate plus one-half of 1.0% and (iii) the London interbank offering rate (as adjusted) for a one-month
period plus 1.0%. The borrowers pay a per annum fee ranging from 0.25% to 0.40% (depending on our total leverage ratio) on the undrawn
portion of the commitments under the Revolving Facility.
The financial covenants require us to maintain a minimum cash interest coverage ratio of 3.00 to 1.00 and a maximum senior secured
leverage ratio of 2.25 to 1.00, subject to adjustment for certain events. As of March 31, 2014, we were in compliance with all financial and
other covenants contained in the Revolving Facility, as applicable.
Senior Notes
On November 20, 2012, GrafTech International Ltd. issued $300 million principal amount of 6.375% Senior Notes due 2020.
These Senior Notes are the Company's senior unsecured obligations and rank pari passu with all of the Company's existing and future
senior unsecured indebtedness. The Senior Notes are guaranteed on a senior unsecured basis by each of the Company's existing and future
subsidiaries that guarantee certain other indebtedness of the Company or another guarantor.

The Senior Notes bear interest at a rate of 6.375% per year, payable semi-annually in arrears on May 15 and November 15 of each
year, commencing on May 15, 2013. The Senior Notes mature on November 15, 2020.

The Company is entitled to redeem some or all of the Senior Notes at any time on or after November 15, 2016, at the redemption
prices set forth in the Indenture. In addition, prior to November 15, 2016, the Company may redeem some or all of the Senior Notes at a
price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, plus a make whole premium determined as
set forth in the Indenture. The Company is also entitled to redeem up to 35% of the aggregate principal amount of the Senior Notes before
November 15, 2015 with the net proceeds from certain equity offerings at a redemption price of 106.375% of the principal amount plus
accrued and unpaid interest, if any.
If, prior to maturity, a change in control (as defined in the Indenture) of the Company occurs and thereafter certain downgrades of
the ratings of the Senior Notes as specified in the Indenture occur, the Company will be required to offer to repurchase any or all of the Senior
Notes at a repurchase price equal to 101% of the aggregate principal amount of the Senior Notes, plus any accrued and unpaid interest.
The Senior Notes also contain covenants that, among other things, limit the ability of the Company and certain of its subsidiaries
to: (i) create liens or use assets as security in other transactions; (ii) engage in certain sale/leaseback transactions; and (iii) merge, consolidate
or sell, transfer, lease or dispose of substantially all of their assets.
The Senior Notes also contain customary events of default, including (i) failure to pay principal or interest on the Senior Notes
when due and payable, (ii) failure to comply with covenants or agreements in the Indenture or
12
PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
the Senior Notes which failures are not cured or waived as provided in the Indenture, (iii) failure to pay indebtedness of the Company, any
Subsidiary Guarantor or Significant Subsidiary (as defined in the Indenture) within any applicable grace period after maturity or acceleration
and the total amount of such indebtedness unpaid or accelerated exceeds $ 50.0 million, (iv) certain events of bankruptcy, insolvency, or
reorganization, (v) failure to pay any judgment or decree for an amount in excess of $ 50.0 million against the Company, any Subsidiary
Guarantor or any Significant Subsidiary that is not discharged, waived or stayed as provided in the Indenture, (vi) cessation of any subsidiary
guarantee to be in full force and effect or denial or disaffirmance by any Subsidiary Guarantor of its obligations under its subsidiary
guarantee, and (vii) a default under the Company's Senior Subordinated Notes. In the case of an event of default, the principal amount of the
Senior Notes plus accrued and unpaid interest may be accelerated.
Senior Subordinated Notes
On November 30, 2010, in connection with our acquisitions of Seadrift Coke L.P. and C/G Electrodes LLC, we issued Senior
Subordinated Notes for an aggregate face amount of $200 million. These Senior Subordinated Notes are non-interest bearing and mature in
2015. Because these notes are non-interest bearing, we were required to record them at their present value (determined using an interest
rate of 7%). The difference between the face amount of the notes and their present value is recorded as debt discount. The debt discount is
amortized to income using the interest method, over the life of the notes. The loan balance, net of unamortized discount, was $175.7 million
as of December 31, 2013 and $178.7 million as of March 31, 2014.
(9) Inventories
Inventories are comprised of the following:

As of December
31, 2013
As of March
31, 2014
(Dollars in thousands)
Inventories:
Raw materials and supplies $ 184,420 $ 174,255
Work in process 245,160 251,485
Finished goods 78,446 83,426
508,026 509,166
Reserves (17,612) (17,891)
Total $ 490,414 $ 491,275
(10) Interest Expense
The following table presents an analysis of interest expense:

For the Three Months
Ended
March 31,
2013 2014
(Dollars in thousands)

Interest incurred on debt $ 5,449 $ 5,322
Amortization of discount on Senior Subordinated Notes 2,801 2,997
Amortization of debt issuance costs 555 633
Supply Chain Financing mark-up 203 47
Total interest expense $ 9,008 $ 8,999
Interest Rates
13
PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Revolving Facility had an effective interest rate of 2.42% and 2.40% as of December 31, 2013 and March 31, 2014, respectively.
The Senior Subordinated Notes have an implied interest rate of 7.00%. The Senior Notes have a fixed interest rate of 6.375%.
(11)Supply Chain Financing
We have a supply chain financing arrangement with a financing party. Under this arrangement, we essentially assign our rights to
purchase needle coke from a supplier to the financing party. The financing party purchases the product from a supplier under the supplier's
standard payment terms and then immediately resells it to us under longer payment terms. The financing party pays the supplier the
purchase price for the product and then we pay the financing party. Our payment to the financing party for this needle coke includes a mark-
up (the Mark-Up). The Mark-Up is a premium expressed as a percentage of the purchase price. The Mark-Up is subject to quarterly reviews.
This arrangement helps us to maintain a balanced cash conversion cycle between inventory payments and the collection of receivables.
Based on the terms of the arrangement, the total amount that we owe to the financing party can not exceed $49.3 million at any point in
time.
We record the inventory once title and risk of loss transfers from the supplier to the financing party. We record our liability to the
financing party as an accrued liability. Our liability under this arrangement was $9.5 million as of December 31, 2013. We recognized Mark-
Up of $0.2 million as interest expense in the three months ended March 31, 2013. We had minimal borrowings under this arrangement
during the three months ended March 31, 2014 and as such, we incurred negligible Mark-Up.
(12)Contingencies
Legal Proceedings
We are involved in various investigations, lawsuits, claims, demands, environmental compliance programs and other legal
proceedings arising out of or incidental to the conduct of our business. While it is not possible to determine the ultimate disposition of each of
these matters, we do not believe that their ultimate disposition will have a material adverse effect on our financial position, results of
operations or cash flows.
Product Warranties
We generally sell products with a limited warranty. We accrue for known warranty claims if a loss is probable and can be reasonably
estimated. We also accrue for estimated warranty claims incurred based on a historical claims charge analysis. Claims accrued but not yet
paid and the related activity within the accrual for the three months ended March 31, 2014, are presented below (dollars in thousands):

Balance as of December 31, 2013 $ 1,050
Product warranty adjustments (452)
Payments and settlements (78)
Balance as of March 31, 2014 $ 520
(13)Income Taxes
We compute and apply to ordinary income an estimated annual effective tax rate on a quarterly basis based on current and forecasted
business levels and activities, including the mix of domestic and foreign results and enacted tax laws. The estimated annual effective tax rate
is updated quarterly based on actual results and updated operating forecasts. Ordinary income refers to income (loss) before income tax
expense excluding significant, unusual, or infrequently occurring items. The tax effect of an unusual or infrequently occurring item is
recorded in the interim period in which it occurs as a discrete item of tax. These items may include the cumulative effect of changes in tax
laws or rates, impairment charges, adjustments to prior period uncertain tax positions, or adjustments to our valuation allowance due to
changes in judgment of the realizability of deferred tax assets. We assess this approach each quarter to determine if there are any mitigating
circumstances where a discrete tax rate computation would be more appropriate.
14
PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table summarizes the provision for income taxes for the three months ended March 31, 2013 and March 31, 2014:
For the Three Months Ended
March 31,
2013 2014
(Dollars in thousands)
Tax expense (benefit) $ 2,040 $ (5,287)
Pretax income (loss) $ 6,250 $ (16,804)
Effective tax rates 32.6% 31.5%

The provision for income taxes for the three months ended March 31, 2014 reflects a discrete period effective tax rate applied to
ordinary income of 31.5%. The annual effective tax rate computed for the three months ended March 31, 2013 was 32.6%. These rates differ
from the statutory rate of 35% due to jurisdictional mix. Discrete items of tax included in the three month periods ended March 31, 2013 and
2014 were not material.
A discrete period calculation was used to report the tax provision for the first three months of 2014 rather than an estimated annual
effective tax rate because the estimated range of forecasted annual profit before tax produces significant variability and makes it difficult to
reasonably estimate the annual effective tax rate. We are expected to be at a near break-even level of forecasted income for the year. However,
due to the $17.9 million million of rationalization and related charges for the quarter relating to the global initiative announced on October 31,
2013 to reduce our Industrial Materials cost base and improve our competitive position, we incurred a loss for the quarter. The rationalization
plan is targeted to be substantially complete by the end of the second quarter of 2014, after which time we expect to return to overall
profitability in the second half of the year. See Note 2 for more information on Rationalizations.
As of March 31, 2014, we had unrecognized tax benefits of $4.7 million, which, if recognized, would have a favorable impact on our
effective tax rate. It is reasonably possible that a reduction of unrecognized tax benefits of $2.5 million may occur within 12 months due to the
expiration of statutes of limitation.
During the three months ended March 31, 2014, we settled our audits with the U.S. federal tax authorities for the tax years ended 2008
and 2010-2011 reducing our unrecognized tax benefits by $2.7 million, of which $0.3 million had a favorable impact on our effective tax rate.
We file income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. All U.S. federal tax years prior to
2012 are generally closed by statute or have been audited and settled with the applicable domestic tax authorities. All other jurisdictions are
still open to examination beginning after 2008.
We continue to assess the need for valuation allowances against deferred tax assets based on determinations of whether it is more
likely than not that deferred tax benefits will be realized through the generation of future taxable income. Appropriate consideration is given to
all available evidence, both positive and negative, in assessing the need for a valuation allowance. Examples of positive evidence would
include a strong earnings history, an event or events that would increase our taxable income through a continued reduction of expenses, and
tax planning strategies that would indicate an ability to realize deferred tax assets. In circumstances where the significant positive evidence
does not yet outweigh the negative evidence in regards to whether or not a valuation allowance is required, we have maintained valuation
allowances on those deferred tax assets.
(14)Derivative Instruments
We use derivative instruments as part of our overall foreign currency and commodity risk management strategies to manage the risk of
exchange rate movements that would reduce the value of our foreign cash flows and to minimize commodity price volatility. Foreign currency
exchange rate movements create a degree of risk by affecting the value of sales made and costs incurred in currencies other than the US
dollar.
Certain of our derivative contracts contain provisions that require us to provide collateral. Since the counterparties to these financial
instruments are large commercial banks and similar financial institutions, we do not believe that we
15
PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
are exposed to material counterparty credit risk. We do not anticipate nonperformance by any of the counter-parties to our instruments.
Foreign currency derivatives
We enter into foreign currency derivatives from time to time to attempt to manage exposure to changes in currency exchange rates.
These foreign currency instruments, which include, but are not limited to, forward exchange contracts and purchased currency options,
attempt to hedge global currency exposures such as foreign currency denominated debt, sales, receivables, payables, and
purchases. Forward exchange contracts are agreements to exchange different currencies at a specified future date and at a specified rate.
There was no ineffectiveness on these contracts designated as hedging instruments during the three months ended March 31, 2013 and
2014.
In 2013 and 2014, we entered into foreign forward currency derivatives denominated in the Mexican peso, South African rand, Brazilian
real, euro and Japanese yen. These derivatives were entered into to protect the risk that the eventual cash flows resulting from such
transactions may be adversely affected by changes in exchange rates between the US dollar and the Mexican peso, South African rand,
Brazilian real, euro and Japanese yen. As of March 31, 2014, we had outstanding Mexican peso, South African rand, Brazilian real, euro,
and Japanese yen currency contracts with aggregate notional amounts of $151.0 million. The foreign currency derivatives outstanding as of
March 31, 2014 have several maturity dates ranging from April 2014 to December 2014.
Commodity derivative contracts
We periodically enter into derivative contracts for certain refined oil products and natural gas. These contracts are entered into to protect
against the risk that eventual cash flows related to these products may be adversely affected by future changes in prices. There was no
ineffectiveness on these contracts during the three months ended March 31, 2014. As of March 31, 2014, we had outstanding derivative
swap contracts for refined oil products with aggregate notional amounts of $23.2 million. These contracts have maturity dates ranging from
April 2014 to June 2014.
Net Investment Hedges
We use certain intercompany debt to hedge a portion of our net investment in our foreign operations against currency exposure (net
investment hedge). Intercompany debt designated in foreign currency and designated as a non-derivative net investment hedging instrument
was $25.2 million and $18.6 million as of December 31, 2013 and March 31, 2014, respectively. Within our currency translation adjustment
portion of other comprehensive income, we recorded a gain of $1.6 million in three months ended March 31, 2013 and a gain of $0.1 million
in the three months ended March 31, 2014 resulting from these net investment hedges.
The fair value of all derivatives is recorded as assets or liabilities on a gross basis in our Consolidated Balance Sheets. The following
tables present the fair values of our derivatives and their respective balance sheet locations as of December 31, 2013 and March 31, 2014:

16
PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Asset Derivatives Liability Derivatives
Location
Fair
Value Location
Fair
Value
As of December 31, 2013 (Dollars in Thousands)
Derivatives designated as cash flow hedges:
Foreign currency derivatives Other receivables $ 772 Other payables $ 1,185
Commodity derivative contracts Other current assets 834 Other current liabilities
Total fair value $ 1,606 $ 1,185

As of March 31, 2014
Derivatives designated as cash flow hedges:
Foreign currency derivatives Other receivables $ 621 Other payables $ 796
Commodity derivative contracts Other current assets 27 Other current liabilities
Total fair value $ 648 $ 796

Asset Derivatives Liability Derivatives
Location
Fair
Value Location
Fair
Value
As of December 31, 2013 (Dollars in Thousands)
Derivatives not designated as hedges:
Foreign currency derivatives Other receivables $ 328 Other payables $ 24
Total fair value $ 328 $ 24

As of March 31, 2014
Derivatives not designated as hedges:
Foreign currency derivatives Other receivables $ 254 Other payables $ 221
Total fair value $ 254 $ 221
The location and amount of realized (gains) losses on derivatives are recognized in the Statements of Operations when the hedged item
impacts earnings and are as follows for the three months ended March 31, 2013 and 2014:


17
PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Amount of (Gain)/Loss
Recognized (Effective
Portion)
Three Months Ended March 31,
Location of (Gain)/Loss Reclassified from
Other Comprehensive Income (Effective
Portion)
2013 2014
(Dollars in Thousands)
Derivatives designated as cash flow hedges:
Foreign currency derivatives, excluding tax
of ($9) and ($4), respectively
Cost of goods sold/Other expense / (income) /
Revenue $ 94 $ 301
Commodity forward derivatives, excluding
tax of $116 and ($190), respectively. Cost of goods sold / Revenue $ (323) $ 529


Amount of (Gain)/Loss
Recognized
Three Months Ended March 31,
Location of (Gain)/Loss Recognized in the
Consolidated Statement of Operations
2013 2014
(Dollars in thousands)
Derivatives not designated as hedges:
Foreign currency derivatives Cost of goods sold/Other expense (income) $ (1,782) $ (191)
Our foreign currency and commodity derivatives are treated as hedges and are required to be measured at fair value on a recurring
basis. With respect to the inputs used to determine the fair value, we use observable, quoted rates that are determined by active markets and,
therefore, classify the contracts as Level 2.
(15) 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
18
PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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, 2013 and March 31, 2014 and condensed
consolidating statements of operations and comprehensive income for the three months ended March 31, 2013 and 2014 and condensed
consolidating statements of cash flows for the three months ended March 31, 2013 and 2014 of the Parent, Guarantors and the Non-
Guarantors.
Amounts presented in comprehensive income for the three months ended March 31, 2013 have been revised. Previously the
Company did not present comprehensive income of subsidiaries in the guarantor column. This amount has been revised to present $5,195
in comprehensive income for the guarantor.
19
PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
CONDENSED CONSOLIDATING BALANCE SHEETS
As of December 31, 2013
(in thousands)

Consolidating
Non- Entries and
Parent Guarantors Guarantors Eliminations Consolidated
ASSETS
Current assets:
Cash and cash equivalents $ $ 4,752 $ 7,136 $ $ 11,888
Accounts receivable - affiliates 42,410 28,551 15,824 (86,785)
Accounts receivable - trade 48,998 150,568 199,566
Inventories 174,935 315,479 490,414
Prepaid and other current assets 22,555 51,235 73,790
Total current assets 42,410 279,791 540,242 (86,785) 775,658

Investment in affiliates 1,709,914 828,012 (2,537,926)
Property, plant and equipment 540,273 280,712 820,985
Deferred income taxes 10,334 10,334
Goodwill 293,162 203,648 496,810
Notes receivable - affiliate 51,090 7,413 (58,503)
Other assets 4,752 53,447 55,862 114,061
Total assets $ 1,808,166 $ 2,002,098 $ 1,090,798 $ (2,683,214) $ 2,217,848

LIABILITIES AND
STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable - affiliate $ $ 58,206 $ 28,579 $ (86,785) $
Accounts payable - trade 41,971 73,241 115,212
Short-term debt 165 996 1,161
Accrued income and other taxes 2,678 4,736 23,273 30,687
Rationalizations 1,890 16,531 18,421
Supply chain financing liability 9,455 9,455
Other accrued liabilities 2,444 12,404 26,091 40,939
Total current liabilities 5,122 119,372 178,166 (86,785) 215,875

Long-term debt - affiliate 51,090 7,413 (58,503)
Long-term debt - third party 475,675 50,525 15,393 541,593
Other long-term obligations 66,590 31,357 97,947
Deferred income taxes 6,620 4,607 30,457 41,684
Stockholders' equity 1,320,749 1,709,914 828,012 (2,537,926) 1,320,749
Total liabilities and stockholders' equity $ 1,808,166 $ 2,002,098 $ 1,090,798 $ (2,683,214) $ 2,217,848

20
PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
CONDENSED CONSOLIDATING BALANCE SHEETS
As of March 31, 2014
(in thousands)

Consolidating
Non- Entries and
Parent Guarantors Guarantors Eliminations Consolidated
ASSETS
Current assets:
Cash and cash equivalents $ $ 5,782 $ 11,542 $ $ 17,324
Accounts receivable - affiliates 43,730 25,271 23,489 (92,490)
Accounts receivable - trade 57,341 148,344 205,685
Inventories 182,594 308,681 491,275
Prepaid and other current assets 25,118 56,163 81,281
Total current assets 43,730 296,106 548,219 (92,490) 795,565

Investment in affiliates 1,706,171 809,466 (2,515,637)
Property, plant and equipment 537,165 261,214 798,379
Deferred income taxes 10,117 10,117
Goodwill 293,162 203,639 496,801
Notes receivable - affiliate 52,445 7,413 (59,858)
Other assets 4,600 50,306 53,723 108,629
Total assets $ 1,806,946 $ 1,993,618 $ 1,076,912 $ (2,667,985) $ 2,209,491

LIABILITIES AND
STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable - affiliate 67,470 25,020 (92,490)
Accounts payable - trade 17 47,017 71,831 118,865
Short-term debt 154 14 168
Accrued income and other taxes 600 25,717 26,317
Rationalizations 1,314 8,696 10,010
Other accrued liabilities 7,225 13,231 25,879 46,335
Total current liabilities 7,842 129,186 157,157 (92,490) 201,695

Long-term debt - affiliate 52,445 7,413 (59,858)
Long-term debt - third party 478,672 34,492 41,348 554,512
Other long-term obligations 65,300 31,440 96,740
Deferred income taxes 6,620 6,024 30,088 42,732
Stockholders' equity 1,313,812 1,706,171 809,466 (2,515,637) 1,313,812
Total liabilities and stockholders' equity $ 1,806,946 $ 1,993,618 $ 1,076,912 $ (2,667,985) $ 2,209,491

21
PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
For the three months ended March 31, 2013
(in thousands)

Consolidating
Non- Entries and
Parent Guarantors Guarantors Eliminations Consolidated

Sales - affiliates $ $ 45,267 $ 36,152 $ (81,419) $
Sales - third party 98,196 155,531 253,727
Net sales 143,463 191,683 (81,419) 253,727
Cost of sales 122,826 163,770 (81,419) 205,177
Gross profit 20,637 27,913 48,550
Research and development 3,093 3,093
Selling and administrative expenses 12,494 17,219 29,713
Operating income 5,050 10,694 15,744

Other expense, net 43 507 550
Interest expense - affiliate 399 188 (587)
Interest expense - third party 7,745 805 458 9,008
Interest income - affiliate (364) (188) (35) 587
Interest income - third party (64) (64)
(Loss) income before income taxes (7,381) 3,991 9,640 ` 6,250

(Benefit) provision for income taxes (2,620) 1,443 3,217 2,040
Equity in earnings of subsidiary 8,971 6,423 (15,394)
Net income (loss) $ 4,210 $ 8,971 $ 6,423 $ (15,394) $ 4,210

Statements of
Comprehensive Income

Net income (loss) $ 4,210 $ 8,971 $ 6,423 $ (15,394) $ 4,210
Other comprehensive (loss) income (3,776) (3,776) (4,351) 8,127 (3,776)
Comprehensive (loss) income $ 434 $ 5,195 $ 2,072 $ (7,267) $ 434

22
PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
For the three months ended March 31, 2014
(in thousands)

Consolidating
Non- Entries and
Parent Guarantors Guarantors Eliminations Consolidated

Sales - affiliates $ $ 70,357 $ 35,207 $ (105,564) $
Sales - third party 111,124 169,667 280,791
Net sales 181,481 204,874 (105,564) 280,791
Cost of sales 157,029 203,632 (105,564) 255,097
Gross profit 24,452 1,242 25,694
Research and development 2,770 2,770
Selling and administrative expenses 9,867 20,040 29,907
Rationalizations 36 50 86
Operating income (loss) 11,779 (18,848) (7,069)

Other expense (income), net 824 (30) 794
Interest expense - affiliate 226 (226)
Interest expense - third party 7,952 740 307 8,999
Interest income - affiliate (226) 226
Interest income - third party (58) (58)
(Loss) income before income taxes (7,726) 9,989 (19,067) ` (16,804)

(Benefit) provision for income taxes (2,781) 4,552 (7,058) (5,287)
Equity in losses of subsidiary (6,572) (12,009) 18,581
Net (loss) income $ (11,517) $ (6,572) $ (12,009) $ 18,581 $ (11,517)

Statements of
Comprehensive Income

Net income (loss) $ (11,517) $ (6,572) $ (12,009) $ 18,581 $ (11,517)
Other comprehensive income (loss) 2,072 2,072 2,477 (4,549) 2,072
Comprehensive (loss) income $ (9,445) $ (4,500) $ (9,532) $ 14,032 $ (9,445)

23
PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the three months ended March 31, 2013
(in thousands)
Consolidating
Non- Entries and
Parent Guarantors Guarantors Eliminations Consolidated
Net cash provided by
operating activities: $ 455 $ 14,863 $ 2,681 $ $ 17,999

Cash flow from investing activities:
(Loans to) repayments from affiliates (60) 60
Capital expenditures (10,003) (3,153) (13,156)
Proceeds from derivative instruments 495 1,686 2,181
Net cash (used in) provided by
investing activities (60) (9,508) (1,467) 60 (10,975)

Cash flow from financing activities:
Loans from (repayments to) affiliates 60 (60)
Short-term debt borrowings 2 (6,326) (6,324)
Revolving Facility borrowings 26,000 40,000 66,000
Revolving Facility reductions (32,500) (20,000) (52,500)
Principal payments on long term debt (44) (55) (99)
Supply chain financing (14,304) (14,304)
Proceeds from exercise of stock options 132 132
Purchase of treasury shares (181) (181)
Other (346) (15) (5,286) (5,647)
Net cash used in
financing activities (395) (6,497) (5,971) (60) (12,923)

Net (decrease) increase in cash
and cash equivalents (1,142) (4,757) (5,899)
Effect of exchange rate changes
on cash and cash equivalents (114) (114)
Cash and cash equivalents at
beginning of period 4,425 12,892 17,317
Cash and cash equivalents
at end of period $ $ 3,283 $ 8,021 $ $ 11,304
24
PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the three months ended March 31, 2014
(in thousands)
Consolidating
Non- Entries and
Parent Guarantors Guarantors Eliminations Consolidated
Net cash provided by (used in)
operating activities: $ 496 $ 31,748 $ (10,154) $ $ 22,090

Cash flow from investing activities:
Loans to affiliates (1,355) 1,355
Capital expenditures (16,486) (5,242) (21,728)
Payments for derivatives (258) (109) (367)
Proceeds from sale of assets 714 1,181 1,895
Insurance recoveries 3,057 3,057
Net cash (used in) provided by
investing activities (1,355) (16,030) (1,113) 1,355 (17,143)

Cash flow from financing activities:
Repayments to affiliates 1,355 (1,355)
Short-term debt borrowings (11) (983) (994)
Revolving Facility borrowings 30,000 45,000 75,000
Revolving Facility reductions (46,000) (19,000) (65,000)
Principal payments on long term debt (32) (60) (92)
Supply chain financing (9,455) (9,455)
Proceeds from exercise of stock options 82 82
Purchase of treasury shares (141) (141)
Other 918 918
Net cash provided by (used in)
financing activities 859 (14,688) 15,502 (1,355) 318

Net increase in cash
and cash equivalents 1,030 4,235 5,265
Effect of exchange rate changes
on cash and cash equivalents 171 171
Cash and cash equivalents at
beginning of period 4,752 7,136 11,888
Cash and cash equivalents
at end of period $ $ 5,782 $ 11,542 $ $ 17,324
25
PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(16) Subsequent Events
On April 23, 2014, GrafTech and certain of its subsidiaries, entered into an Amended and Restated Credit Agreement that provides
for, among other things, a five-year tenor, reduced borrowing spreads and greater financial flexibility. This amended facility has a borrowing
capacity of $470 million and matures in April 2019.
As a result of the refinancing, we expect to incur approximately $0.3 million of accelerated amortization charges related to debt
issuance costs associated with the previous arrangement. These charges will be recognized as non-cash interest expense in the second
quarter of 2014. Debt issuance costs associated with the new facility will be amortized over the life of the agreement.
As of March 31, 2014, we had $206 million of unused borrowing capacity under the the previous arrangement(after considering
financial covenants restrictions and the outstanding letters of credit of approximately $9.2 million). Had this Amended and Restated Credit
Agreement been in place as of March 31, 2014, we would have had $332 million of unused borrowing capacity (after considering financial
covenants restrictions and the outstanding letters of credit of approximately $9.2 million).
The interest rate applicable to the Amended and Restated Credit Facility is, at GrafTechs option, either LIBOR plus a margin ranging
from 1.25% to 2.00% (depending on our total net leverage ratio) or, in the case of dollar denominated loans, the alternate base rate plus a
margin ranging from 0.25% to 1.00% (depending upon such ratio). The alternate base rate is the highest of (i) the prime rate announced by
JPMorgan Chase Bank, N.A., (ii) the federal fund effective rate plus one-half of 1.0% and (iii) the London interbank offering rate (as adjusted)
for a one-month period plus 1.0%. The borrowers pay a per annum fee ranging from 0.20% to 0.35% (depending on our total leverage ratio)
on the undrawn portion of the commitments under the Revolving Facility.
The new financial covenants require us to maintain a minimum cash interest coverage ratio of 2.50 to 1.00 and a maximum senior
secured leverage ratio of 3.00 to 1.00, subject to adjustment for certain events.
26
Table of Contents
PART I (CONTD)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
(Unaudited)
Introduction to Part I, Item 2, and Part II, Item 1 and Item 1A
Important Terms. We define various terms to simplify the presentation of information in this Report. These terms, which definitions
are incorporated herein by reference, are defined in Part I Preliminary Notes Important Terms of the Annual Report.
Presentation of Financial, Market and Legal Data. We present our financial information on a consolidated basis.
Unless otherwise noted, when we refer to dollars, we mean U.S. dollars.
Unless otherwise specifically noted, market and market share data in this Report are our own estimates or derived from sources
described in Part I Preliminary Notes Presentation of Financial, Market and Legal Data in the Annual Report, which description is
incorporated herein by reference. Our estimates involve risks and uncertainties and are subject to change based on various factors, including
those discussed under Forward Looking Statements and Risks in this Report and Forward Looking Statements and Risk Factors in the
Annual Report. We cannot guarantee the accuracy or completeness of this market and market share data and have not independently verified
it. None of the sources has consented to the disclosure or use of data in this Report.
Reference is made to the Annual Report for background information on various risks and contingencies and other matters related to
circumstances affecting us and our industry.
Neither any statement made in this Report nor any charge taken by us relating to any legal proceedings constitutes an admission as to
any wrongdoing.
Forward Looking Statements and Risks. This Report contains forward looking statements. In addition, we or our representatives
have made or may make forward looking statements on telephone or conference calls, by webcasts or emails, in person, in presentations or
written materials, or otherwise. These include statements about such matters as future, targeted or expected (or the impact of current, future,
expected or targeted): operational and financial performance; changes in production capacity in our operations and our competitors ' or
customers' operations and the utilization rates of that capacity; growth rates for, prices and sales of, and demand for, our products and our
customers' products; costs of materials and production, including increases or decreases therein, our ability to pass on any such increases in
our product prices or surcharges thereon, or customer or market demand to reduce our prices due to such decreases; changes in customer
order patterns due to changes in economic conditions; productivity, business process and operational initiatives; our position in markets we
serve; financing and refinancing activities; investments and acquisitions and the performance of the businesses underlying such acquisitions
and investments; employment and contributions of key personnel; employee relations and collective bargaining agreements covering many
of our operations; tax rates; capital expenditures; nature and timing of restructuring charges and payments; stock repurchase activities; supply
chain management; customer and supplier contractual provisions and related opportunities and issues; competitive activities; strategic plans,
intiatives and business projects; regional and global economic and industry market conditions, the timing and magnitude of changes in such
conditions; interest rate management activities; currency rate management activities; deleveraging activities; rationalization, restructuring,
realignment, strategic alliance, raw material and supply chain, technology development and collaboration, investment, acquisition, venture,
operational, tax, financial and capital projects; legal proceedings, contingencies, and environmental compliance including any regulatory
initiatives with respect to greenhouse gas emissions; consulting projects; shareholder actions; potential offerings, sales and other actions
regarding debt or equity securities of us or our subsidiaries; circumstances affecting investor relations; and costs, working capital, revenues,
business opportunities, debt levels, cash flows, cost savings and reductions, margins, earnings and growth. The words will, may,
plan, estimate, project, believe, anticipate, expect, intend, should, would, could, target, goal, continue to,
positioned to and similar expressions, or the negatives thereof, identify some of these statements.
Our expectations and targets are not predictors of actual performance and historically our performance has deviated, often
significantly, from our expectations and targets. Actual future events and circumstances (including future results and trends) could differ
materially, positively or negatively, from those set forth in these statements due to various factors. These factors include:
27
Table of Contents
PART I (CONTD)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
(Unaudited)
the possibility that additions to capacity for producing EAF steel, increases in overall EAF steel production capacity, and increases or
other changes in steel production may not occur or may not occur at the rates that we anticipate or may not be as geographically
disbursed as we anticipate;
the possibility that increases or decreases in graphite electrode manufacturing capacity (including growth by producers in developing
countries), competitive pressures (including changes in, and the mix, distribution, and pricing of, competitive products), reduction in
specific consumption rates, increases or decreases in customer inventory levels, or other changes in the graphite electrode markets
may occur, which may impact demand for, prices or unit and dollar volume sales of graphite electrodes and growth or profitability of our
graphite electrodes business;
the possible failure of changes in EAF steel production or graphite electrode production to result in stable or increased, or offset
decreases in, graphite electrode demand, prices, or sales volume;
the possibility that a determination that we have failed to comply with one or more export controls or trade sanctions to which we are
subject with respect to products or technology exported from the United States or other jurisdictions could result in civil or criminal
penalties, denial of export privileges and loss of revenues from certain customers;
the possibility that, for all of our product lines, capital improvement and expansion in our customers ' operations and increases in
demand for their products may not occur or may not occur at the rates that we anticipate or the demand for their products may decline,
which may affect their demand for the products we sell or supply to them;
the possibility that continued global consolidation of the world 's largest steel producers could impact our business or industry;
the possibility that average graphite electrode revenue per metric ton in the future may be different than current spot or market prices
due to changes in product mix, changes in currency exchange rates, changes in competitive market conditions or other factors;
the possibility that price increases, adjustments or surcharges may not be realized or that price decreases may occur;
the possibility that current challenging economic conditions and economic demand reduction may continue to impact our revenues and
costs;
the possibility that U.S. monetary or fiscal policy may adversely affect global economic activity and demand for our products;
the possibility that potential future cuts in defense spending by the United States government as a part of efforts to reduce federal
budget deficits could reduce demand for certain of our products and revenue;
the possibility that decreases in prices for energy and raw materials may lead to downward pressure on prices for our products and
delays in customer orders for our products as customers anticipate possible future lower prices;
the possibility that current economic disruptions may result in idling or permanent closing of blast furnace capacity or delay of blast
furnace capacity additions or replacements which may affect demand and prices for our refractory products;
the possibility that economic conditions may cause customers to seek to delay or cancel orders and that we may not be able to
correspondingly reduce production costs or delay or cancel raw material purchase commitments;
the possibility that economic, political and other risks associated with operating globally, including national and international conflicts,
terrorist acts, political and economic instability, civil unrest, and natural or nuclear calamities might interfere with our supply chains,
customers or activities in a particular location;
the possibility that reductions in customers' production, increases in competitors' capacity, competitive pressures, or other changes in
other markets we serve may occur, which may impact demand for, prices of or unit and dollar
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volume sales of, our other products, or growth or profitability of our other product lines, or change our position in such markets;
the possibility that we will not be able to hire and retain key personnel, maintain appropriate relations with unions, associations and
employees or to renew or extend our collective bargaining or similar agreements on reasonable terms as they expire or do so without a
work stoppage or strike;
the possibility that an adverse determination in litigation pending in Brazil involving disputes related to the proper interpretation of
certain collectively bargained wage increase provisions applicable to both us and other employers in the Bahia region might result in
the filing of claims against our Brazilian subsidiary;
the possibility of delays in or failure to achieve successful development and commercialization of new or improved Engineered
Solutions or that such solutions could be subsequently displaced by other products or technologies;
the possibility that we will fail to develop new customers or applications for our Engineered Solutions products;
the possibility that our manufacturing capabilities may not be sufficient or that we may experience delays in expanding or fail to expand
our manufacturing capacity to meet demand for existing, new or improved products;
the possibility that we may propose acquisitions or divestitures in the future, that we may not complete the acquisitions or divestitures,
and that investments and acquisitions that we may make in the future may not be successfully integrated into our business or provide
the performance or returns expected;
the possibility that challenging conditions or changes in the capital markets will limit our ability to obtain financing for growth and other
initiatives, on acceptable terms or at all;
the possibility that conditions or changes in the global equity markets may have a material impact on our future pension funding
obligations and liabilities on our balance sheet;
the possibility that the amount or timing of our anticipated capital expenditures may be limited by our financial resources or financing
arrangements or that our ability to complete capital projects may not occur timely enough to adapt to changes in market conditions or
changes in regulatory requirements;
the possibility that the actual outcome of uncertainties associated with assumptions and estimates using judgment when applying
critical accounting policies and preparing financial statements may have a material impact on our results of operations or financial
position;
the possibility that we may be unable to protect our intellectual property or may infringe the intellectual property rights of others,
resulting in damages, limitations on our ability to produce or sell products or limitations on our ability to prevent others from using that
intellectual property to produce or sell products;
the occurrence of unanticipated events or circumstances or changing interpretations and enforcement agendas relating to legal
proceedings or compliance programs;
the occurrence of unanticipated events or circumstances or changing interpretations and enforcement agendas relating to health, safety
or environmental compliance or remediation obligations or liabilities to third parties or relating to labor relations;
the possibility that new or expanded regulatory initiatives with respect to greenhouse gas emissions could increase the capital
intensive nature of our business and add to our costs of production;
the possibility that our provision for income taxes and effective income tax rate or cash tax rate may fluctuate significantly due to (i)
changes in applicable tax rates or laws, (ii) changes in the sources of our income, (iii) changes in tax planning, (iv) new or changing
interpretations of applicable regulations, (v) changes in profitability, (vi) changes in our estimate of our future ability to use foreign tax
credits, and (vii) other factors;
the possibility of changes in interest or currency exchange rates or in inflation or deflation;
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the possibility that our outlook could be significantly impacted by, among other things, developments in North Africa, the Middle East,
North Korea, and other areas of concern, the occurrence of further terrorist acts and developments resulting from the war on terrorism;
the possibility that interruption in our major raw material, energy or utility supplies due to, among other things, natural or nuclear
disasters, process interruptions, actions by producers and capacity limitations, may adversely affect our ability to manufacture and
supply our products or result in higher costs;
the possibility that the magnitude of changes in the cost of major raw materials, energy or utility suppliers by reason of shortages,
changes in market pricing, pricing terms in applicable supply contracts, or other events may adversely affect our ability to manufacture
and supply our products or result in higher costs;
the possibility of interruptions in production at our facilities due to, among other things, critical equipment failure, which may adversely
affect our ability to manufacture and supply our products or result in higher costs;
the possibility that we may not achieve the earnings or other financial or operational metrics that we provide as guidance from time to
time;
the possibility that the anticipated benefits from restructurings and other cost savings initiatives may be delayed or may not occur, may
vary in cost or may result in unanticipated disruptions;
the possibility of security breaches affecting our information technology systems;
the possibility that our disclosure or internal controls may become inadequate because of changes in conditions or personnel or that
those controls may not operate effectively and may not prevent or detect misstatements or errors;
the amount, prices and timing of purchases, if any, of shares purchased pursuant to our share repurchase program;
the possibility that severe economic conditions may adversely affect our business, liquidity or capital resources;
the possibility that delays may occur in the financial statement closing process;
the possibility of changes in performance that may affect financial covenant compliance or funds available for borrowing; and
other risks and uncertainties, including those described elsewhere in this Report or our other SEC filings, as well as future decisions
by us.
Occurrence of any of the events or circumstance described above could also have a material adverse effect on our business, financial
condition, results of operations or cash flows or the market price of our common stock.
No assurance can be given that any future transaction about which forward looking statements may be made will be completed or as
to the timing or terms of any such transaction.
All subsequent written and oral forward looking statements by or attributable to us or persons acting on our behalf are expressly
qualified in their entirety by these factors. Except as otherwise required to be disclosed in periodic reports required to be filed by public
companies with the SEC pursuant to the SEC's rules, we have no duty to update these statements.
For a more complete discussion of these and other factors, see Risk Factors, in Part I, Item 1A of our 2013 Annual Report on Form
10-K.

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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Global Economic Conditions and Outlook
Outlook. We are impacted in varying degrees, both positively and negatively, as global, regional or country conditions fluctuate.
Our discussions about market data and global economic conditions below are based on or derived from published industry accounts and
statistics.
In its April 8, 2014 report, the International Monetary Fund (IMF) updated its expectation for global GDP growth to 3.6 percent, a
slight downward revision from its previous estimate of 3.7 percent growth but an improvement from the 3.0 percent growth estimated for
2013. The IMF cited that advanced economies will drive much of the growth in 2014 while emerging economies will face increased financial
volatility that will likely experience decelerated growth rates.
The World Steel Association released an updated forecast for apparent steel use on April 9, 2014 in which it projects that global steel
consumption, excluding China, will grow by 3.1 percent in 2014. While emerging economic growth rates have moderated, the forecast
indicates positive growth in developed economies including North America and the European Union, both regions which had negative growth
rates in 2013. GrafTech's global steel customers remain cautiously optimistic as trends indicate continuing growth for the remainder of this
year.
Our expectations for 2014 are as follows:
EBITDA* targeted in the range of $150 million to $180 million;
Overhead expense (selling and administrative and research and development) of approximately $125 million to $130
million;
Interest expense of approximately $37 million;
Capital expenditures in the range of $100 million to $110 million;
Depreciation and amortization expense of approximately $90 million;
An effective tax rate of approximately 45 percent (previous guidance was approximately 40 percent); and
Cash flow from operations in the range of $150 million to $180 million (previous guidance was $130 million to $160
million).

*NOTE ON EBITDA: EBITDA is a non-GAAP financial measure that we currently calculate using GAAP amounts from the Consolidated Financial
Statements. We believe that EBITDA measures are generally accepted as providing useful information regarding a company's ability to incur and
service debt. We also believe that EBITDA measures provide useful information about the productivity and cash generation potential of its ongoing
businesses. Management uses EBITDA measures as well as other financial measures in connection with its decision-making activities. EBITDA
measures should not be considered in isolation or as a substitute for net income (loss), cash flows from operations or other consolidated income or
cash flow data prepared in accordance with GAAP. Our method for calculating EBITDA measures may not be comparable to methods used by other
companies and is not the same as the method for calculating EBITDA measures under our senior secured Revolving Facility.
See below for a reconciliation of 2014 targeted EBITDA to targeted net income attributable to GrafTech International Ltd., the most directly
comparable financial measure calculated and reported in accordance with GAAP:
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Full Year Target
2014

EBITDA $150,000 - $180,000
Adjustments
Depreciation
and amortization $(90,000)
Rationalization related
depreciation (25,000)
Rationalizations (300)
Rationalizations - other
related charges (4,000)
Operating income 30,700 - 60,700
Other (expense) income, net (3,000)
Interest expense (37,000)
Interest income
Income taxes (5,000) - (11,000)
Net (loss) income $(14,300) - $9,700
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Three Months Ended March 31, 2013 as Compared to Three Months Ended March 31, 2014.
The tables presented in our period-over-period comparisons summarize our consolidated statements of operations and illustrate key
financial indicators used to assess the consolidated financial results. Financial information is presented for the three months ended
March 31, 2013 and March 31, 2014. Throughout our MD&A, changes that are less than 5% or less than $1.0 million, may be deemed not
meaningful and are generally excluded from the discussion.
For the Three Months Ended
March 31, Increase %
(in thousands, except per share data and % change) 2013 2014 (Decrease) Change
Net sales $ 253,727 $ 280,791 $ 27,064 11 %
Cost of sales 205,177 255,097 49,920 24 %
Gross profit 48,550 25,694 (22,856) (47)%
Research and development 3,093 2,770 (323) (10)%
Selling and administrative expenses 29,713 29,907 194 1 %
Rationalizations 86 86 N/A
Operating income 15,744 (7,069) (22,813) (145)%
Other expense, net 550 794 244 44 %
Interest expense 9,008 8,999 (9) %
Interest income (64) (58) 6 (9)%
Income before provision for income taxes 6,250 (16,804) (23,054) (369)%
Provision for (benefit from) income taxes 2,040 (5,287) (7,327) (359)%
Net income (loss)
$ 4,210 $ (11,517) $ (15,727) (374)%
Basic income (loss) per common share: $ 0.03 $ (0.08) $ (0.11)
Diluted income (loss) per common share: $ 0.03 $ (0.08) $ (0.11)
Net sales, by reportable segment for the three months ended March 31, 2013 and March 31, 2014 were:


For the Three Months Ended
March 31, %
(in thousands, except per % change) 2013 2014 Increase Change
Industrial Materials $ 208,777 $ 218,776 $ 9,999 5%
Engineered Solutions 44,950 62,015 17,065 38%
Total net sales
$ 253,727 $ 280,791 $ 27,064 11%
An analysis of the components of change in net sales for Industrial Materials and Engineered Solutions is set forth in the following
table:
Volume Price/Mix Currency Net Change
Industrial Materials 22% (18)% 1% 5%
Engineered Solutions 30% 8 % % 38%
Net sales. Net sales for our Industrial Materials segment increased by $10.0 million in the three months ended March 31, 2014
compared to the three months ended March 31, 2013. Volumes in our Industrial Materials segment increased 22% in total, driven primarily
by graphite electrode and refractory products volumes. These volume increases were partially offset by a deterioration in the selling price of
electrodes in the three months ended March 31, 2014 compared to the three months ended March 31, 2013. The weighted average selling
price, excluding currency impacts, of electrodes in the three months ended March 31, 2014 decreased approximately 19% compared to the
three months ended March 31, 2013. Although we shipped more needle coke in the three months ended March 31, 2014 compared
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to the three months ended March 31, 2013, needle coke revenue declined as we utilized a greater percentage of needle coke internally than in
the prior year. Additionally, needle coke sold to third-parties experienced price declines in the three months ended March 31, 2014. Favorable
foreign currency adjustments impacted net sales by $1.1 million in the three months ended March 31, 2014, compared to the same period of
2013.
Net sales for our Engineered Solutions segment increased $17.1 million in the three months ended March 31, 2014 compared to
the three months ended March 31, 2013. The increase in revenue was primarily driven by new product sales of high temperature furnace
systems and other products serving industrial sectors and thermal solutions serving the advanced consumer electronics market. Specifically,
sales of our advanced graphite materials products increased $12.0 million compared to the three months ended March 31, 2013. At the same
time, our advanced electronics technologies sales continued to rise, due to volume improvements compared to the three months ended
March 31, 2013.
Cost of sales. For the three months ended March 31, 2014, we experienced increases in cost of sales of $49.9 million compared to
the three months ended March 31, 2013. Excluding rationalization related charges (primarily accelerated depreciation) of $17.8 million, the
increase in cost of sales was $32.1 million. This increase was primarily driven by costs associated with higher graphite electrode volumes,
which accounted for $23.5 million of the increase. Additionally, higher advanced graphite materials and consumer electronic volumes
accounted for $13.5 million of the increase in cost. Partially offsetting these cost increases were lower variable manufacturing costs of $6.2
million in graphite electrodes and $3.6 million of insurance recovery proceeds recorded in the three months ended March 31, 2014.
Segment operating income (loss). Corporate expenses are allocated to segments based on each segments percentage of consolidated
sales. The following table represents our operating income by segment for the three months ended March 31, 2013 and March 31, 2014:
For the Three Months Ended
March 31,
2013 2014
(Dollars in thousands)
Industrial Materials $ 16,078 $ (9,423)
Engineered Solutions (334) 2,354
Total segment operating income (loss) $ 15,744 $ (7,069)
The percentage relationship of cost of operations to sales for Industrial Materials and Engineered Solutions is set forth in the following
table:
For the Three Months Ended
March 31,
(Percentage of sales)
2013 2014 Change
Industrial Materials 92% 104% 12 %
Engineered Solutions 101% 96% (5)%
Segment operating costs and expenses as a percentage of sales for Industrial Materials increased to 104% for the three months ended
March 31, 2014, compared to 92% for the three months ended March 31, 2013. Excluding rationalization and related charges of $17.5
million, operating expenses as a percentage of sales for the three months ended March 31, 2014 were 96%, a 4% increase from the three
months ended March 31, 2013. This increase is due primarily to margin contraction caused by decreased pricing, particularly related to
graphite electrodes and needle coke products.
Segment operating costs and expenses as a percentage of sales for Engineered Solutions improved from 101% for the three months
ended March 31, 2013 to 96% for the three months ended March 31, 2014 due to favorable margins in our advanced graphite materials.
Additionally, during the three months ended March 31, 2013, we incurred start-up costs associated with investments to support further
growth.
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Provision for income taxes. The following table summarizes the expense for income taxes for the three months ended March 31,
2013 and March 31, 2014:
For the Three Months Ended
March 31,
2013 2014
(Dollars in thousands)
Tax expense (benefit) $ 2,040 $ (5,287)
Pretax income (loss) $ 6,250 $ (16,804)
Effective tax rates 32.6% 31.5%
The quarterly income tax provision is ordinarily comprised of tax on ordinary income using the estimated annual effective tax rate,
adjusted for the effect of discrete items. At March 31, 2014, the Companys expected level of near break-even forecasted income for the year
produces significant variability in the annual effective tax rate, and a tax benefit that would significantly exceed year-to-date pretax loss.
Accordingly, the income tax benefit recognized in the first quarter is the amount of tax benefit associated with actual results generated for the
three month period ended March 31, 2014. See Note 13 for more information on income taxes.
The provision for income taxes for the three months ended March 31, 2014 reflects a discrete period effective tax rate applied to
ordinary income of 31.5%. The annual effective tax rate computed for the three months ended March 31, 2013 was 32.6%. These rates differ
from the statutory rate of 35% due to jurisdictional mix. Discrete items of tax included in the three month periods ended March 31, 2013 and
2014 were not material.
Effects of Changes in Currency Exchange Rates
When the currencies of non-U.S. countries in which we have a manufacturing facility decline (or increase) in value relative to the
U.S. dollar, this has the effect of reducing (or increasing) the U.S. dollar equivalent cost of sales and other expenses with respect to those
facilities. In certain countries where we have manufacturing facilities, and in certain instances where we price our products for sale in export
markets, we sell in currencies other than the dollar. Accordingly, when these currencies increase (or decline) in value relative to the dollar,
this has the effect of increasing (or reducing) net sales. The result of these effects is to increase (or decrease) operating profit and net income.
Many of the non-U.S. countries in which we have a manufacturing facility have been subject to significant economic and political
changes, which have significantly impacted currency exchange rates. We cannot predict changes in currency exchange rates in the future or
whether those changes will have net positive or negative impacts on our net sales, cost of sales or net income.
For net sales of Industrial Materials, the impact of changes in the average exchange rates of other currencies against the U.S. dollar for
the three months ended March 31, 2014 was an increase of $1.1 million compared to the same period of 2013. The impact of the exchange
rate changes on cost of sales of Industrial Materials for the three months ended March 31, 2014 was a decrease of $0.7 million compared to
the same period of 2013. Changes in currency exchange rates had no material impact on net sales or cost of sales for Engineered Solutions
for the three months ended March 31, 2014, compared to the same period for 2013.
As part of our cash management, we also have intercompany loans between our subsidiaries. These loans are deemed to be
temporary and, as a result, remeasurement gains and losses on these loans are recorded as currency gains / losses in other income
(expense), net, on the Consolidated Statements of Operations.
The remeasurement of intercompany loans and the effect of transaction gains and losses on intercompany activities resulted in no gain
or loss in the three months ended March 31, 2013, compared to a gain of $0.1 million in the three months ended March 31, 2014.
We have in the past and may in the future use various financial instruments to manage certain exposures to specific financial market
risks caused by currency exchange rate changes, as described under Part I, Item 3Quantitative and Qualitative Disclosures about Market
Risk.
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Liquidity and Capital Resources
We believe that we have adequate liquidity to meet all of our present needs. Disruptions in the U.S. and international financial markets,
however, could adversely affect our liquidity and the cost and availability of financing to us in the future. As of March 31, 2014 we had cash
and cash equivalents of $17.3 million, long-term debt of $554.5 million, short-term debt of $0.2 million and stockholders equity of $1,314
million. We also had $206 million of unused borrowing capacity under the Revolving Facility (after considering financial covenants
restrictions and outstanding letters of credit of approximately $9.2 million). As a part of our cash management activities, we manage accounts
receivable credit risk, collections, and accounts payable vendor terms to maximize our free cash at any given time and minimize accounts
receivable losses.
Our sources of funds have consisted principally of cash flow from operations and debt including our Revolving Facility. Our uses of
those funds (other than for operations) have consisted principally of capital expenditures, the repurchase of common shares outstanding,
cash paid for acquisitions and associated expenses and debt reduction payments and other obligations.
We have a supply chain financing arrangement with a financing party that provides additional working capital liquidity of up to $49.3
million. Under this arrangement, we essentially assigned our rights to purchase needle coke from a third-party supplier to the financing party.
The financing party purchases the product from our supplier under the supplier's standard payment terms and then immediately resells it to
us under longer payment terms. The financing party pays the supplier the purchase price for the product and then we pay the financing party.
Our payment to the financing party for this needle coke includes a mark-up (the Mark-Up). The Mark-Up is subject to quarterly reviews. In
effect, we have a longer period of time to pay the financing party than by purchasing directly from the supplier which helps us maintain a
balanced cash conversion cycle between inventory payments and the collection of receivables. We recognized Mark-Up of $ 0.2 million as
interest expense in the three months ended March 31, 2013. We had minimal borrowings under this arrangement during the three months
ended March 31, 2014 and as such, we incurred negligible Mark-Up.
In the event that operating cash flow and the financing of needle coke purchases fail to provide sufficient liquidity to meet our business
needs, including capital expenditures, any such shortfall would need to be made up by increased borrowings under our Revolving Facility.
We use cash flow from operations, funds from supply chain financing, and funds available under the Revolving Facility (subject to
continued compliance with the financial covenants and representations under the Revolving Facility) as well as cash on hand as our primary
sources of liquidity. The Revolving Facility is secured, and provides for maximum borrowings of up to $570 million including a letter of credit
sub-facility of up to $50 million and is subject to certain conditions (including a maximum senior secured leverage ratio test). The Revolving
Facility matures in October 2016. As of March 31, 2014, we had outstanding borrowings drawn from the Revolving Facility of $74.0 million
and outstanding letters of credit of $9.2 million. On October 29, 2012, we amended the Revolving Facility to permit the issuance and
guarantee of the Senior Notes, as well as to permit us to loan the proceeds of the Senior Notes to GrafTech Finance and Luxembourg Holdco
so that they can repay amounts outstanding under the Revolving Facility, and to permit those entities to repay intercompany loans to us in
order to fund payments on the Senior Notes and certain other indebtedness. In addition, we amended the Revolving Facility to permit
acquisitions (and related intercompany loans to fund such acquisitions) in the aggregate amount of $400.0 million, in addition to those
already permitted by the Revolving Facility and to increase to $400.0 million the amount of debt we may incur under our general debt basket,
to the extent we meet certain financial ratios.
The interest rate applicable to the Revolving Facility is, at GrafTechs option, either LIBOR plus a margin ranging from 1.50% to 2.25%
(depending on our total net leverage ratio) or, in the case of dollar denominated loans, the alternate base rate plus a margin ranging from
0.50% to 1.25% (depending upon such ratio). The alternate base rate is the highest of (i) the prime rate announced by JPMorgan Chase
Bank, N.A., (ii) the federal fund effective rate plus one-half of 1% and (iii) the London interbank offering rate (as adjusted) for a one-month
interest period plus 1.00%. The borrowers pay a per annum fee ranging from 0.25% to 0.40% (depending on our total leverage ratio) on the
undrawn portion of the commitments under the Revolving Facility.
On April 20, 2012, we amended and restated our Credit Agreement for the sole purpose of reflecting a change in the structure of our
European operations and the addition of two new European subsidiaries as parties to the
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Agreement. The restatement did not otherwise effect any changes to the financial terms or covenants of the Revolving Facility. As described
above, on October 29, 2012, we amended the Credit Agreement to permit the issuance of the Senior Notes, among other things.
As of March 31, 2014, we were in compliance with all financial and other covenants contained in the Revolving Facility, as applicable.
These covenants include maintaining a cash minimum interest coverage ratio of at least 3.00 to 1.00 and a maximum senior secured
leverage ratio of 2.25 to 1.00, which are measured based on a rolling average of the prior four quarters. Based on expected operating results
and expected cash flows, we expect to be in compliance with these covenants through December 31, 2014. If we were to believe that we
would not continue to comply with these covenants, we would seek an appropriate waiver or amendment from the lenders thereunder. We
cannot assure you that we would be able to obtain such waiver or amendment on acceptable terms or at all.
As of March 31, 2014, approximately 87% of our debt consists of fixed rate or zero interest rate obligations compared to 86% as of
December 31, 2013.
Cash Flow and Plans to Manage Liquidity. Our cash flow typically fluctuates significantly between quarters due to various factors.
These factors include customer order patterns, fluctuations in working capital requirements, timing of capital expenditures, acquisitions,
stock repurchases and other factors.
Certain of our obligations could have a material impact on our liquidity. Cash flow from operations and from financing activities services
payment of our obligations, thereby reducing funds available to us for other purposes. As of March 31, 2014 we had $206 million of unused
borrowing capacity under the Revolving facility (after considering financial covenants restrictions and outstanding letters of credit of
approximately $9.2 million). We expect to use a substantial portion of that capacity for general purposes including capital expenditures,
acquisitions, stock repurchases and other purposes including cash outlfows related to rationalization activities. Continued volatility in the
global economy may require additional borrowings under our Revolving Facility if our supply chain financing arrangement is terminated. An
improving economy, while resulting in improved results of operations, could increase our cash requirements to purchase inventories, make
capital expenditures and fund payables and other obligations until increased accounts receivable are converted into cash. A downturn could
significantly and negatively impact our results of operations and cash flows, which, coupled with increased borrowings, could negatively
impact our credit ratings, our ability to comply with debt covenants, our ability to secure additional financing and the cost of such financing, if
available.
Based on expected operating results and expected cash flows, we expect to be in compliance with our existing financial covenants
through December 31, 2014. The non-cash portion of the rationalization charges will not affect the Company's liquidity or compliance with
debt covenants.
In order to seek to minimize our credit risks, we reduce our sales of, or refuse to sell (except for cash on delivery or under letters of
credit) our products to some customers and potential customers. In the current economic environment, our customers may experience
liquidity shortages or difficulties in obtaining credit, including letters of credit. Our unrecovered trade receivables worldwide have not been
material during the last 3 years individually or in the aggregate. We cannot assure you that we will not be materially adversely affected by
accounts receivable losses in the future.
We manage our capital expenditures taking into account quality, plant reliability, safety, environmental and regulatory requirements,
prudent or essential maintenance requirements, global economic conditions, available capital resources, liquidity, long-term business
strategy and return on invested capital for the relevant expenditures, cost of capital and return on invested capital of the relevant segment and
the Company as a whole, and other factors. We focus on growth capital expenditures which exceed our weighted average cost of capital. We
prioritize projects with superior returns, which are often associated with high growth markets.
We had positive cash flow from operating activities during 2010, 2011, 2012, 2013 and through March 31, 2014. Although the global
economic environment experienced significant swings in these periods, our working capital management and cost-control initiatives allowed
us to remain operating cash flow positive in both times of declining and improving operating results.
On July 24, 2012, our Board of Directors authorized a repurchase program for up to ten million shares to replace the completed
program. Purchases under the program may take place from time to time in the open market, or through privately negotiated transactions, as
market, industry and economic conditions warrant. No shares have yet been purchased through this repurchase program. In addition, upon
the vesting or payment of stock awards, an employee
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PART I (CONTD)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
(Unaudited)
may elect receipt of the full share amount and either pay the resulting taxes or have shares sold in the open market to cover the tax
obligation. We sometimes elect to purchase these shares rather than have them sold in the open market.
Related Party Transactions. Mr. Nathan Milikowsky, a director of GrafTech from December 2010 through May 2013, and certain
members of his immediate family and certain entities in which he and members of his immediate family have interests, were substantial
equity owners of Seadrift and C/G prior to the acquisitions of those entities by the Company. In connection with those acquisitions, Mr.
Milikowsky, his immediate family members and those entities received a portion of the aggregate consideration paid to the equity holders of
Seadrift and C/G pursuant to the Seadrift Merger Agreement and the C/G Merger Agreement, which was comprised of shares of the
Company's common stock, cash and Senior Subordinated Notes.
We have not engaged in or been a party to any other material transactions with affiliates or related parties except for transactions with
our current or former subsidiaries and compensatory transactions with directors and officers including employee benefits, stock option and
restricted stock grants, compensation deferral, and stock purchases).
Cash Flows.
The following is a discussion of our cash flow activities:
For the Three Months Ended
March 31,
2013 2014
(Dollars in millions)
Cash flow provided by (used in):
Operating activities $ 18.0 $ 22.1
Investing activities $ (11.0) $ (17.1)
Financing activities $ (12.9) $ 0.3
Operating Activities
Cash flow from operating activities represents cash receipts and cash disbursements related to all of our activities other than investing
and financing activities. Operating cash flow is derived by adjusting net income (loss) for:
Non-cash items such as depreciation and amortization; post retirement obligations, severance and pension plan changes; stock-
based compensation charges;
Gains and losses attributed to investing and financing activities such as gains and losses on the sale of assets and unrealized
currency transaction gains and losses;
Changes in operating assets and liabilities which reflect timing differences between the receipt and payment of cash associated with
transactions and when they are recognized in results of operations.
The net impact of the changes in working capital (operating assets and liabilities), which are discussed in more detail below, include the
impact of changes in: receivables, inventories, prepaid expenses, accounts payable, accrued liabilities, accrued taxes, interest payable, and
payments of other current liabilities.
We continue to attempt to maximize our operating cash flows by focusing on working capital items that are most directly affected by
changes in sales volume, such as accounts receivable, inventories and accounts payable.
During the three months ended March 31, 2013, changes in working capital resulted in a net use of funds of $8.9 million which was
impacted by:
cash inflows of $47.8 million from the decrease in accounts receivable
cash outflows for inventories of $23.8 million primarily due to increased volumes on hand to meet expected increased demand over
the balance of the year; and
38
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PART I (CONTD)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
(Unaudited)
net cash outflows from decreases in accounts payable and accruals $36.6 million through normal operations.
Other uses of cash in the three months ended March 31, 2013 included contributions to pension and other benefit plans of $2.1million.
During the three months ended March 31, 2014, changes in working capital resulted in a net use of funds of $6.7 million which was
impacted by:
cash inflows for inventories of $1.0 million;
net cash inflows from increases in accounts payable and accruals of $6.5 million through normal operations;
decrease in rationalization accruals of $8.6 million, due primarily to severance payments;
cash outflows of $5.7 million from the increase in accounts receivable due to the timing and collection of customer sales.
Other uses of cash in the three months ended March 31, 2014 included contributions to pension and other benefit plans of $2.7
million. During the three months ended March 31, 2014, we received $0.5 million of recoveries related to a business interruption insurance
claim.
Investing Activities.
Net cash used in investing activities was $11.0 million during the three months ended March 31, 2013, and included capital
expenditures of $13.2 million and proceeds from derivative instruments of $2.2 million.
Net cash used in investing activities was $17.1 million during the three months ended March 31, 2014 and included capital
expenditures of $21.7 million and proceeds from the sales of assets of $2.0 million (including rationalization related scrap proceeds of $1.0
million). During the three months ended March 31, 2014, we received $3.0 million of recoveries related to an insurance claim made for
casualty losses related to productive equipment.
Financing Activities.
Net cash flow provided by financing activities was $12.9 million during the three months ended March 31, 2013 and included net
borrowings under our Revolving Facility of $14 million which were primarily used to fund capital expenditures and fund working capital
additions.
Net cash flow used in financing activities was $0.3 million during the three months ended March 31, 2014 and included net borrowings
under our Revolving Facility of $10.0 million which were primarily used to fund capital expenditures and working capital additions.
Restrictions on Dividends and Stock Repurchases
A description of the restriction on our ability to pay dividends and our ability to repurchase common stock is set forth under
Item 5 Dividend Policies and Restrictions in the Annual Report and such description is incorporated herein by reference. Such description
contains all of the information required with respect thereto.
Under the Revolving Facility, in general, GTI is permitted to pay dividends and repurchase common stock in an aggregate amount
(cumulative from October 2011) up to $75 million (or $500 million, if certain leverage ratio requirements are satisfied) plus, each year, an
aggregate amount equal to 50% of the consolidated net income in the prior year.
Recent Accounting Pronouncements
We discuss recently adopted accounting standards in Note 1, Organization and Summary of Significant Accounting Policies of the
Notes to Consolidated Financial Statements.
Description of Our Financing Structure
We discuss our financing structure in more detail in Note 8, Long-Term Debt and Liquidity of the Notes to Consolidated Financial
Statements.
39
Table of Contents
PART I (CONTD)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
(Unaudited)
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risks primarily from changes in interest rates, currency exchange rates, energy commodity prices and
commercial energy rates. We, from time to time, routinely enter into various transactions that have been authorized according to documented
policies and procedures to manage these well-defined risks. These transactions relate primarily to financial instruments described below.
Since the counterparties to these financial instruments are large commercial banks and similar financial institutions, we do not believe that
we are exposed to material counterparty credit risk. We do not use financial instruments for trading purposes.
Our exposure to changes in interest rates results primarily from floating rate long-term debt tied to LIBOR or Euro LIBOR. Our
exposure to changes in currency exchange rates results primarily from:
sales made by our subsidiaries in currencies other than local currencies;
raw material purchases made by our foreign subsidiaries in currencies other than local currencies; and
investments in and intercompany loans to our foreign subsidiaries and our share of the earnings of those subsidiaries, to the extent
denominated in currencies other than the dollar.
Our exposure to changes in energy commodity prices and commercial energy rates results primarily from the purchase or sale of
refined oil products and the purchase of natural gas and electricity for use in our manufacturing operations.
Currency Rate Management. We enter into foreign currency derivatives from time to time to attempt to manage exposure to changes
in currency exchange rates. These foreign currency derivatives, which include, but are not limited to, forward exchange contracts and
purchased currency options, attempt to hedge global currency exposures. Forward exchange contracts are agreements to exchange different
currencies at a specified future date and at a specified rate. Purchased foreign currency options are instruments which give the holder the
right, but not the obligation, to exchange different currencies at a specified rate at a specified date or over a range of specified dates. Forward
exchange contracts and purchased currency options are carried at market value.
The outstanding foreign currency derivatives as of December 31, 2013 and March 31, 2014 represented a net unrealized loss of $0.1
million, respectively.
Energy Commodity Management . We periodically enter into commodity derivative contracts and short duration fixed rate purchase
contracts to effectively fix some or all of our natural gas and refined oil product exposure. The outstanding contracts as of December 31, 2013
represented a net unrealized gain of $0.8 million and an immaterial unrealized gain as of March 31, 2014.
Interest Rate Risk Management. We periodically implement interest rate management initiatives to seek to minimize our interest
expense and the risk in our portfolio of fixed and variable interest rate obligations.
We periodically enter into agreements with financial institutions that are intended to limit, or cap, our exposure to incurrence of
additional interest expense due to increases in variable interest rates. These instruments effectively cap our interest rate exposure. We
currently do not have any such instruments outstanding.
Sensitivity Analysis. We use sensitivity analysis to quantify potential impacts that market rate changes may have on the fair values
of our foreign currency derivatives and our commodity derivatives. The sensitivity analysis represents the hypothetical changes in value of
the hedge position and does not reflect the related gain or loss on the forecasted underlying transaction. As of March 31, 2014, a 10%
appreciation or depreciation in the value of the U.S. dollar against foreign currencies from the prevailing market rates would result in a
corresponding increase of $2.3 million or a corresponding decrease of $1.5 million, respectively, in the fair value of the foreign currency
hedge portfolio. A 10% increase or decrease in the value of the underlying commodity prices that we hedge would result in a corresponding
increase or decrease of $1.9 million as of March 31, 2014 in the fair value of the commodity hedge portfolio. Because of the high correlation
between the hedging instrument and the underlying exposure, fluctuations in the value of the instruments are generally offset by reciprocal
changes in the value of the underlying exposure.
We had no interest rate derivative instruments outstanding as of March 31, 2014. A hypothetical increase in interest rates of 100 basis
points (1%) would have increased our interest expense by $0.2 million for the three months ended March 31, 2014.
40
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PART I (CONTD)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
(Unaudited)
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures. Management is responsible for establishing and maintaining adequate
disclosure controls and procedures at the reasonable assurance level. Disclosure controls and procedures are designed to ensure that
information required to be disclosed by a reporting company in the reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the SECs rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that information required to be disclosed by it in the reports that it files
under the Exchange Act is accumulated and communicated to management, including the chief executive officer and chief financial officer, as
appropriate to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer,
we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2014. Based on
that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these controls and procedures are effective at the
reasonable assurance level as of March 31, 2014.
Changes in Internal Controls over Financial Reporting . There have been no changes in our internal controls over financial reporting
that occurred during the three months ended March 31, 2014 that materially affected or are reasonably likely to materially affect our internal
controls over financial reporting.
41
Table of Contents
PART II. OTHER INFORMATION
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
Item 1. Legal Proceedings
The information required by this Item is set forth in Note 12, Contingencies of the Notes to Consolidated Financial Statements and is
incorporated herein by reference.
Item 1A. Risk Factors
There have been no material changes to the Risk Factors disclosed in Part I-Item IA of the Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On July 24, 2012, our Board of Directors authorized a share repurchase program for up to ten million shares of our common stock.
Purchases under this program may take place from time to time in the open market, or through privately negotiated transactions, as market,
industry and economic conditions warrant. We had not yet made any purchases under this program as of March 31, 2014.
Upon the vesting or payment of stock awards, an employee may elect receipt of the full share amount and either pay the resulting taxes
or sell shares in the open market to cover the tax obligation. We sometimes elect to purchase these shares rather than allow them to be sold
in the open market. These repurchases are in addition to the programs authorized by our Board of Directors described above.
Period
Total
Number of
Shares
Purchased*
Average
Price Paid
per Share
Total Number of Shares
Purchased as Part of Publicly
Announced Plans or
Programs
Maximum Number of
Shares that May Yet Be
Purchased Under the Publicly
Announced Plans or
Programs
January 1 through January
31, 2014 3,920 $ 11.46 10,000,000
February 1 through
February 28, 2014 4,463 10.65 10,000,000
March 1 through March 31,
2014 4,975 9.70 10,000,000
* Purchases of vested restricted stock shares from employees as payment for the withholding taxes due upon the vesting or payment
of stock awards.

Item 3. Defaults Upon Senior Securities
Not Applicable.
Item 4. Mine Safety Disclosures
Not Applicable.

Item 5. Other Information.
Not Applicable.
42
Table of Contents
PART II. OTHER INFORMATION
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
Item 6. Exhibits
The exhibits listed in the following table have been filed as part of this Report.

Exhibit
Number Description of Exhibit

10.1 Amended and Restated Credit Agreement dated as of April 23, 2014, among GrafTech International Ltd.,
GrafTech Finance Inc., GrafTech Luxembourg I S..r.l., GrafTech Luxembourg II S..r.l. and GrafTech
Switzerland S.A.; the LC Subsidiaries (as defined therein) from time to time party thereto; and JPMorgan
Chase Bank, N.A., as Administrative Agent and Collateral Agent, as an Issuing Bank and as Swingline
Lender (as defined therein), filed as Exhibit A to the Amendment and Restatement Agreement dated as of
April 23, 2014, among such parties.

10.2 Second Amended and Restated Pledge Agreement dated as of April 23, 2014, by GrafTech Switzerland S.A.
in favor of JPMorgan Chase Bank, N.A., as collateral agent for the Secured Parties (as defined therein).

10.3 Third Confirmation and Amendment Agreement dated as of April 23, 2014, between GrafTech Switzerland
S.A. as Assignor and JPMorgan Chase Bank, N.A., as Assignee.

10.4 Third Amended and Restated Pledge Agreement dated as of April 23, 2014, among GrafTech International
Ltd., GrafTech Finance Inc., the other subsidiaries of GrafTech International Ltd. from time to time party
thereto, and JPMorgan Chase Bank, N.A., as collateral agent for the Secured Parties (as defined therein).

10.5 Third Amended and Restated Security Agreement dated as of April 23, 2014, made by GrafTech International
Ltd., GrafTech Finance Inc., and the other subsidiaries of GrafTech International Ltd. from time to time party
thereto, in favor of JPMorgan Chase Bank, N.A., as collateral agent for the Secured Parties (as defined
therein).

31.1 Certification pursuant to Rule 13a-14(a) under the Exchange Act by Joel L. Hawthorne, President and Chief
Executive Officer(Principal Executive Officer).

31.2 Certification pursuant to Rule 13a-14(a) under the Exchange Act by Erick R. Asmussen, Vice President and
Chief Financial Officer (Principal Financial Officer).

32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Joel L. Hawthorne, President and
Chief Executive Officer (Principal Executive Officer).

32.2 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Erick R. Asmussen, Vice
President and Chief Financial Officer (Principal Financial Officer).

101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
43
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its
behalf by the undersigned thereunto duly authorized.

GRAFTECH INTERNATIONAL LTD.
Date: April 24, 2014 By: /s/ Erick R. Asmussen
Erick R. Asmussen

Vice President and Chief Financial
Officer (Principal Financial Officer)
44
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United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. 4)
Filed by the Registrant x Filed by a Party other than the Registrant
Check the appropriate box:


Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x
Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to 240.14a-12
GRAFTECH INTERNATIONAL LTD.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x
No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:



(2)

Aggregate number of securities to which transaction applies:



(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):



(4)

Proposed maximum aggregate value of transaction:



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Total fee paid:


Fee paid previously with preliminary materials.


Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:



(2)

Form, Schedule or Registration Statement No.:



(3)

Filing Party:



(4)

Date Filed:




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GrafTech International Ltd.

Notice of Annual Meeting of
Stockholders to be held on
May 15, 2014 and Proxy Statement
This Proxy Statement is dated
April 14, 2014

Table of Contents

GrafTech International Ltd.
Joel L. Hawthorne
Chief Executive Officer & President
April 14, 2014
Fellow Stockholders:
It is my pleasure to invite you to our annual meeting, which will be held on May 15, 2014, at 10:00 a.m., eastern daylight time, at our corporate
headquarters located at 12900 Snow Road, Parma, Ohio, 44130.
In the following pages, you will find the formal notice of our annual meeting and our proxy statement. After reading the proxy statement, please mark
your votes on the accompanying proxy or vote instruction card, sign it and promptly return it in the accompanying envelope. You may also vote via the
Internet or by telephone as instructed in the proxy statement or on the proxy or vote instruction card. Please vote by whichever method is most convenient for
you to ensure your shares are represented at the meeting.
If you wish to attend our annual meeting in person, please indicate your intention where requested on the accompanying proxy or vote instruction card.
In addition, please write your name on the attached admission ticket and bring it with you to the meeting.
We appreciate the continuing interest of our stockholders in our business.
Sincerely,


Joel L. Hawthorne
Chief Executive Officer and
President
YOUR VOTE IS IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY. YOU CAN FIND VOTING INSTRUCTIONS ON THE
ENCLOSED WHITE PROXY OR VOTING INSTRUCTION CARD.
Important notice regarding the availability of proxy materials for the annual meeting to be held on May 15, 2014the proxy statement is
available at http://ir.graftech.com/phoenix.zhtml?c=114451&p=proxy and the Annual Report is available at
http://ir.graftech.com/phoenix.zhtml?c=114451&p=irol-reportsannual.
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Joel L. Hawthorne

12900 Snow Road Parma, Ohio 44130
Chief Executive Officer & President

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on May 15, 2014
The annual meeting of stockholders of GrafTech International Ltd. (Annual Meeting) will be held at 10:00 a.m., eastern daylight time, on May 15,
2014, at our corporate headquarters located at 12900 Snow Road, Parma, Ohio, 44130, for the following purposes:


1. To elect seven directors, each to serve until the next annual meeting of stockholders and until his or her successor has been duly elected and
qualified;

2. To approve, by a non-binding advisory vote, our executive compensation;

3. To approve the material terms of the performance goals under the Executive Incentive Compensation Plan for income tax deductibility;


4. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current fiscal year ending
December 31, 2014;

5. To vote on a stockholder proposal, if presented, to repeal certain provisions of our by-laws that were not in effect as of September 30, 2012; and

6. To transact such other business as may properly come before the meeting.
Only stockholders of record at the close of business on March 28, 2014 will be entitled to notice of and to vote at the annual meeting or any adjournment
or postponement of the annual meeting. To ensure that your shares are represented at the meeting in the event that you do not attend, please mark your votes on
the accompanying WHITE proxy or vote instruction card, sign it, date it and promptly return it in the postage-paid envelope provided or vote via the Internet or
by telephone as instructed in the accompanying proxy statement or on the proxy or vote instruction card.
Our Board is pleased to nominate for election as directors the seven nominees named in Proposal 1 in the attached proxy statement and on the enclosed
WHITE proxy or voting instruction card. We believe our director nominees have the experience, industry knowledge, integrity, ability to devote time and
energy, and commitment to the interests of all stockholders necessary to execute our strategic plan and create value for our stockholders. Our Board
recommends that you vote FOR ALL of the Boards seven director nominees named in Proposal 1 in the attached proxy statement and on the WHITE proxy
or voting instruction card.
CAUTION: OPPOSITION STOCKHOLDER SEEKS TO GAIN CONTROL OF YOUR COMPANY
As you may be aware, the Daniel and Nathan Milikowsky Group has filed a preliminary proxy statement with the SEC to solicit votes at the Annual
Meeting in favor of a slate of five director nominees and a proposal to repeal certain provisions of our by-laws not in effect as of September 30, 2012. They
have refused the Companys settlement offers described below. We believe that Daniel and Nathan Milikowsky, along with their affiliates, NM GTI
Investments LLC, a Delaware limited liability company, The Daniel Milikowsky Family Holdings, LLC, a Connecticut limited liability company, The
Daniel and Sharon Milikowsky Family Foundation, Inc., a Connecticut corporation, and The Rebecca and Nathan Milikowsky Family Foundation, a
Massachusetts charitable trust (collectively, the Milikowskys or the Daniel and Nathan Milikowsky Group), are seeking to take control of your
Company without paying any control premium to our stockholders. The payment of a control premium by an opposition stockholder seeking to take control
of a board of directors by electing its own slate of directors is not required by law. Stockholders are not entitled to appraisal or dissenters rights if an
opposition
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stockholder takes control of a board of directors through election of its own slate. We believe that allowing the Milikowskys to gain control of the Company
through the election of all five of their director nominees to our Board or adopting their proposal would not be in the best interests of our stockholders.
In an effort to reach a mutually agreeable resolution that would benefit all stockholders and avoid a costly and distracting proxy contest, the Company
has put forward multiple settlement offers. See Additional Background on the Solicitation beginning on page 8. In its most recent offer, among other rights
and benefits offered to the Milikowskys, your Board offered to add four new candidates for election to the Board at the Annual Meeting, without a standstill of
any kind after the Annual Meeting. A fifth new candidate would also be added after completion of the expedited proceeding described below. The four new
candidates would have included two of the Daniel and Nathan Milikowsky Groups nominees who meet GrafTechs corporate governance criteria (David
Jardini and Karen Finerman) and two new and highly qualified independent candidates with relevant industry experience selected by the GrafTech Board. The
fifth candidate would have been either (i) Nathan Milikowsky, if it was concluded in a joint expedited proceeding that, during his prior service on the Board,
he met the requirements for service on the Board and did not breach has fiduciary duties and that Daniel and Nathan Milikowsky and other Milikowsky
parties did not breach the Stockholders Agreement between them and the Company, or (ii) another mutually acceptable candidate. Further, two of our current
long-serving directors would retire at the Annual Meeting. Nathan Milikowsky, on behalf of the Daniel and Nathan Milikowsky Group, has refused all offers
and has, among other demands, insisted that three of his nominees, one of whom must be Nathan Milikowsky, plus a mutually acceptable fourth nominee be
added to the Board, that Craig Shular, Harold Layman and Mary Cranston must resign from the Board immediately, that nominees approved by the
Milikowskys control the Nominating and Governance Committee and that the Milikowskys be free to conduct further proxy contests at the 2015 annual
meeting of stockholders, if Nathan Milikowsky declines or fails to accept nomination for election as a director at that meeting, and to conduct other control-
related activities without restriction.
Our Board is responsive and remains open to a resolution of this proxy contest that is in the best interests of all stockholders. Accordingly, two of our
current long-serving directors (Harold E. Layman and Craig S. Shular) have agreed to retire from the Board at the Annual Meeting and, if all of our seven
nominees are elected, our Board intends to offer to add representation from the Milikowskys slate (other than Nathan Milikowsky) to our Board after the
Annual Meeting.
You may receive proxy solicitation materials from the Milikowskys or persons affiliated with them, including an opposition proxy statement and blue
proxy or voting instruction card. OUR ENTIRE BOARD OF DIRECTORS URGES YOU NOT TO SIGN OR RETURN ANY PROXY OR VOTING
INSTRUCTION CARD SENT TO YOU BY OR ON BEHALF OF THE MILIKOWSKYS. Even if you have previously signed a proxy or voting
instruction card sent by or on behalf of the Milikowskys, you have the right to change your vote by using the enclosed WHITE proxy or voting instruction
card to vote (by marking your vote thereon, signing it, dating it and returning it in the postage-paid envelope provided), by voting in person at the Annual
Meeting, or by telephone or the Internet. Only the latest dated proxy you submit will be counted. We urge you to disregard any proxy or voting instruction card
sent to you by or on behalf of the Milikowskys or anyone other than the Company.
OUR ENTIRE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE (i) FOR ALL OF THE BOARDS SEVEN NOMINEES NAMED
IN PROPOSAL 1 IN THE ATTACHED PROXY STATEMENT, (ii) FOR PROPOSALS 2, 3, AND 4 AND (iii) AGAINST PROPOSAL 5.
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If you need any assistance with voting with your WHITE proxy or voting instruction card or voting by telephone or the Internet, please contact our proxy
solicitor:
Georgeson Inc.
480 Washington Boulevard, 26th Floor,
Jersey City, NJ 07310,
(800) 509-0917 (Toll Free)
email: graftechproxy@georgeson.com
Sincerely,

Joel L. Hawthorne
Chief Executive Officer and
President
Table of Contents


GRAFTECH INTERNATIONAL LTD.

12900 Snow Road Parma, Ohio 44130
PROXY STATEMENT
for Annual Meeting of Stockholders for 2014
TABLE OF CONTENTS

Page
About the Annual Meeting

1
Important Voting Information

3
Proposal 1: Election of Seven Directors

7
The Board of Directors

21
Committees of the Board

27
Audit and Finance Committee Report

30
Compensation of Executive Officers and Directors

31
Compensation Discussion and Analysis

31
Compensation Committee Report

48
Summary Compensation Table

49
Grants of Plan Based Awards in Fiscal Year-Ended December 31, 2013

51
Outstanding Equity Awards at Fiscal Year-End December 31, 2013

54
Option Exercises and Stock Vested at Fiscal Year-End December 31, 2013

5 5
Pension Benefits at Fiscal Year-End December 31, 2013

5 6
Nonqualified Deferred Compensation at Fiscal Year-End December 31, 2013

57
Potential Payments on Termination or Change in Control

58
Other Compensation Arrangements

61
Director Compensation for 2013

63
Equity Compensation Plan Information

6 5
Security Ownership of Management and Certain Beneficial Owners

6 6
Proposal 2: Non-binding Advisory Vote on Executive Compensation

68
Proposal 3: Approval of the Material Terms of the Performance Goals Under the Executive Incentive Compensation Plan

6 9
Proposal 4: Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the Current
Fiscal Year Ending December 31, 2014

73
Proposal 5: By-Law Repeal Proposal

74
Other Information

75
Section 16(a) Beneficial Ownership Reporting Compliance

75
Limitations on Soliciting Material, Liabilities and Incorporation by Reference

75
Forward Looking Statements

75
Annual Report on Form 10-K

76
Proxy Solicitation

76
Auditor Attendance at 2014 Annual Meeting

76
Pre-Approval Policies and Procedures

76
Independent Registered Public Accounting Firms Fees

77
When are Stockholder Proposals for the 2015 Annual Meeting Due

77
What Information is Required for Stockholder Proposals and Nominations

78
Stockholders Sharing an Address

79
Appendix A: Amendment to Executive Incentive Compensation Plan

A-1
Table of Contents
ABOUT THE ANNUAL MEETING
This proxy statement and the accompanying WHITE proxy or voting instruction card relate to the 2014 annual meeting of stockholders, or the Annual
Meeting, of GrafTech International Ltd., a Delaware corporation, or GrafTech. Our Board of Directors, or the Board, is soliciting proxies from our
stockholders in order to provide every stockholder an opportunity to vote on all matters submitted to a vote of stockholders at the Annual Meeting, whether or
not he or she attends in person. The proxy authorizes a person other than a stockholder, called the proxyholder, who will be present at the Annual Meeting, to
cast the votes that the stockholder would be entitled to cast at the Annual Meeting if the stockholder were present. It is expected that this proxy statement and the
accompanying WHITE proxy or voting instruction card will be first mailed or delivered to our stockholders beginning on or about April 15, 2014. When used
in this proxy statement, we, us, our, or the Company refers to GrafTech and its subsidiaries collectively or, if the context so requires, GrafTech
individually.
Purpose of Annual Meeting
We will hold the Annual Meeting to enable stockholders to vote on the following matters:


1. election of seven directors, each to serve until the next annual meeting of stockholders and until his or her successor has been duly elected and
qualified;

2. approval, by a non-binding advisory vote, of our executive compensation;

3. approval of the material terms of the performance goals under the Executive Incentive Compensation Plan for income tax deductibility;


4. ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current fiscal year
ending December 31, 2014;

5. a stockholder proposal, if presented, to repeal certain provisions of our by-laws that were not in effect as of September 30, 2012; and

6. transaction of such other business as may properly come before the meeting.
If any of the nominees nominated by the Board are not available for election at the time of the meeting, discretionary authority will be exercised by the
proxyholders designated in the accompanying WHITE proxy or voting instruction card to vote for substitutes designated by the Board unless the Board
chooses to reduce the size of the Board.
Who May Vote
Only stockholders of record as of the close of business on March 28, 2014 are entitled to notice of the meeting and to vote on the Proposals submitted to
a vote of stockholders at the meeting. A list of stockholders entitled to vote at the meeting will be available for examination by stockholders at the meeting and
during the ten days prior to the meeting, during ordinary business hours at our corporate headquarters at 12900 Snow Road, Parma, Ohio 44130. Each share
of our common stock, par value $.01 per share, is entitled to one vote. On March 28, 2014, there were 136,183,585 shares of our common stock issued and
outstanding.
Voting by Participants in the Savings Plan
If you participate in the GrafTech International Savings Plan, or the Savings Plan, your proxy will represent the number of shares (including Company
matching contributions made in shares) allocated to your account in the Savings Plan as of March 28, 2014. All shares allocated to your account in the
Savings Plan will be voted by the trustee for the Savings Plan in accordance with your directions on the voting instruction card submitted by you.

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What You Need to Attend the Annual Meeting
The Annual Meeting will be held at our corporate headquarters located at 12900 Snow Road, Parma, Ohio on May 15, 2014, at 10:00 AM, eastern
daylight time. Except as otherwise authorized by the Chair of the meeting, only stockholders, directors, nominees for election as directors, and officers of the
Company will be admitted to the Annual Meeting. Prospective attendees must present valid government issued photo identification, such as a drivers license
or passport, for admittance. In addition, if you are a stockholder of record, your name will be verified against the list of stockholders of record prior to
admittance to the Annual Meeting. If you are a beneficial owner, you must provide proof of beneficial ownership on the record date, such as your account
statement showing that you owned your shares as of March 28, 2014, a copy of the voting instruction form provided by your bank, broker or nominee, or
other similar evidence of ownership. If you do not provide valid government-issues photo identification and comply with the other procedures outlined above,
you will not be admitted into the Annual Meeting. You do not need to attend the Annual Meeting to vote. Even if you plan to attend the Annual Meeting, you
may submit your vote in advance as instructed in this proxy statement.

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IMPORTANT VOTING INFORMATION
Voting Mechanics
The presence at the commencement of the Annual Meeting, in person or represented by proxy, of the holders of a majority of the issued and outstanding
shares of common stock entitled to vote at the Annual Meeting will constitute a quorum for the transaction of business at the meeting. Abstentions will be
included in determining the presence of a quorum at the Annual Meeting. Broker non-votes will not be included in determining the presence of quorum. Broker
non-votes occur when a person holding shares in street name (meaning in a brokerage account) does not provide instructions as to how to vote his or her shares
and the broker is not permitted to, or otherwise does not, exercise voting discretion. Due to the contested nature of the election of directors for our Board, the
rules of the New York Stock Exchange do not permit brokers to exercise discretionary authority to vote on any Proposals to be voted on at the Annual Meeting,
whether routine or not. Accordingly, there are not expected to be any broker non-votes. Only those votes cast for the election of directors are used in determining
the results of a vote on the election of directors. Only those votes cast for or against Proposals 2 through 5 are used in determining the results of a vote on such
Proposals. Accordingly, abstentions will have no effect on the outcome of the votes on those Proposals.
How to Vote
There are several different ways you may cast your vote. You may vote by:



Telephone, by calling the toll-free number on the proxy or vote instruction card;


Internet, by logging onto the website on the proxy or vote instruction card and then following the instructions as they appear on your computer
screen;



Marking, signing, dating and mailing the proxy or vote instruction card and returning it in the envelope provided; or


Attending and voting at the meeting if you marked your proxy or vote instruction card that you will attend the meeting and, if you received a vote
instruction card, obtained authorization from your bank, broker or nominee (the holder of record) pursuant to instructions on your vote
instruction card. You may also be represented by another person at the meeting by executing a proper proxy designating that person. If you are a
beneficial owner of shares, you must obtain a legal proxy from your broker, bank or nominee and present it to the inspectors of election with your
ballot to be able to vote at the meeting.
Internet and telephone voting. The availability of telephone and Internet voting for beneficial owners will depend on the voting processes of your
broker, bank or nominee (the holder of record). Therefore, we recommend that you follow the voting instructions in the materials you receive. The telephone
and Internet voting procedures are designed to authenticate stockholders identities, to allow stockholders to give their voting instructions and to confirm that
stockholders instructions have been recorded properly. Stockholders voting via the Internet or telephone should understand that there may be costs associated
with electronic access, such as usage charges from Internet access providers and telephone companies that must be borne by the stockholder. Votes submitted
electronically via the Internet or telephone must be received by 11:59 p.m., eastern daylight time, on May 14, 2014.

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Votes Required for Each Proposal
In accordance with our Amended and Restated By-Laws, or our by-laws, and our Amended and Restated Certificate of Incorporation, or our certificate of
incorporation, the votes required to elect directors and approve the other Proposals to be considered at the Annual Meeting are as follows:

Proposal Vote Required
Broker Discretionary
Voting Allowed
Proposal 1 Election of seven directors

Plurality of votes cast

No*
Proposal 2 Non-binding advisory vote on executive
compensation

Majority of votes cast

No*
Proposal 3 Approval of the material terms of the performance
goals under the Executive Incentive Compensation Plan

Majority of votes cast

No*
Proposal 4 Ratification of appointment of our independent
registered public accounting firm for 2014

Majority of votes cast

No*
Proposal 5 By-law repeal proposal

Not less than 67% of the voting power of the outstanding
shares of common stock

No*

* It is particularly important that you vote on all Proposals. Your broker cannot vote on any Proposals for you.
How Proxyholders Will Vote Shares
When you submit a proxy, regardless of the method by which given, the proxyholders will vote your shares as instructed with respect to the matters
specified. If you are a record holder of shares and you submit a signed WHITE proxy card but do not mark your votes, your shares will be voted FOR the
election of all seven of the nominees recommended in this proxy statement for election as directors, FOR Proposal 2, FOR Proposal 3, FOR Proposal 4, and
AGAINST Proposal 5.
If you hold your shares in street name, your broker is not permitted to vote on your behalf on the election of directors or any other Proposal and you
must provide specific instructions by marking, signing and returning the vote instruction card or by voting via telephone or the Internet following the
instructions provided to you.
In addition, if other matters are submitted to a vote of stockholders at the meeting, your proxy on the accompanying WHITE proxy or voting instruction
card gives the proxyholders the discretionary authority to vote your shares in accordance with their best judgment on that matter. Unless you specify
otherwise, it is expected that your shares will be voted on those matters as recommended by the Board.
How to Revoke a Proxy
If you hold your shares registered in your name, you may revoke your proxy by submitting a revised one at any time before the vote to which the proxy
relates. You may also revoke it by submitting a ballot at the meeting.
If your shares are held in street name, there are special procedures that you must follow to revoke a proxy submitted via the Internet or telephone or by
marking, signing and returning a vote instruction card.


Revoking your vote and submitting a new vote before the deadline of 11:59 p.m., eastern daylight time, on May 14, 2014 . If you submit a
proxy via the Internet, by telephone or by marking, signing and returning a vote instruction card, you may revoke your proxy at any time and by
any method before the deadline.

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Revoking your vote and submitting a new vote after the deadline of 11:59 p.m., eastern daylight time, on May 14, 2014. If you submit a
proxy via the Internet, by telephone or by marking, signing and returning a vote instruction card and wish to revoke it and submit a new proxy
after the deadline has passed, you must contact your broker, bank or nominee and follow the requirements set by your broker, bank or nominee.
We cannot assure you that you will be able to revoke your proxy and vote your shares by any of the methods described above.


Revoking your vote and submitting a new vote by ballot at the meeting. If you submit a proxy via the Internet, by telephone or by marking,
signing and returning a vote instruction card and wish to revoke it and vote at the meeting, you must contact your broker, bank or nominee and
follow the requirements set by your broker, bank or nominee. We cannot assure you that you will be able to revoke your proxy or attend and vote
at the meeting.
If you receive more than one WHITE proxy or voting instruction card on or about the same time, it generally means you hold shares registered in more
than one account. In order to vote all of your shares, please sign and return each WHITE proxy or voting instruction card or, if you vote via the internet or
telephone, vote once for each WHITE proxy or voting instruction card you receive.
If the Milikowskys proceed with their previously announced alternative director nominations, we will likely conduct multiple mailings prior to the
Annual Meeting date so that stockholders have our latest proxy information and materials to vote. We will send you a new WHITE proxy or voting instruction
card with each mailing, regardless of whether you have previously voted. The latest dated proxy you submit will be counted, and, if you wish to vote as
recommended by the Board, then you should only submit WHITE proxy or voting instruction cards.
What Should I Do with the Proxy or Voting Instruction Cards Sent to Me by the Milikowskys
The Milikowskys have nominated five individuals for election as directors at the Annual Meeting. Nominations made by the Milikowskys have NOT
been endorsed by the Board. The Company is not responsible for the accuracy or completeness of any information contained in any proxy solicitation or other
materials used by the Milikowskys or on their behalf or of any other statements that they may otherwise make.
Please do not return any blue proxy or voting instruction card you may receive from the Milikowskys or otherwise authorize any proxy other than
pursuant to a WHITE proxy or voting instruction card to vote your shares at the meeting, not even as a protest vote. If you return a blue proxy or voting
instruction card to the Milikowskys or otherwise authorize a proxy to vote your shares at the meeting other than pursuant to a WHITE proxy or voting
instruction card, you can change your vote. To revoke your prior proxy and change your vote, simply sign the enclosed WHITE proxy or voting instruction
card, date it and return it in the postage-paid envelope provided or follow the instructions located on the WHITE proxy or voting instruction card to vote by
telephone or Internet. Only your latest dated proxy will be counted. Any proxy may be revoked at any time prior to its exercise at the meeting by following
the instructions beginning on page 4. If you have any questions or need assistance voting, please contact our proxy solicitor:
Georgeson Inc.
480 Washington Boulevard, 26th Floor,
Jersey City, NJ 07310,
(800) 509-0917 (Toll Free)
email: graftechproxy@georgeson.com
No Premium or Appraisal or Dissenters Rights
Stockholders will not be entitled to a premium or appraisal or similar dissenters rights if the Milikowskys take control of your Company through the
election of all five of their nominees.

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More Information is Available
If you have any questions about the proxy voting process in general, please contact the broker, bank or nominee where you hold your shares. The
Securities and Exchange Commission, or the SEC, also has a website (www.sec.gov/spotlight/proxymatters.shtml) with more information about your rights
as a stockholder. Additionally, you may contact our Investor Relations Department at GrafTech International Ltd., 12900 Snow Road, Parma, Ohio 44130, or
call us at 216-676-2000, or email us at Investor.Relations@graftech.com.

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PROPOSAL ONE:
ELECTION OF SEVEN DIRECTORS, EACH TO SERVE
UNTIL THE NEXT ANNUAL MEETING OF STOCKHOLDERS AND UNTIL
HIS OR HER SUCCESSOR HAS BEEN DULY ELECTED AND QUALIFIED
Nominees for Election as a Director
The seven nominees described below were nominated by the Board in accordance with recommendations by our Nominating and Governance
Committee, or the Nominating Committee. Each nominee has consented to being named in this proxy statement as a nominee for election as a director and
agreed to serve if elected. Each nominee who is elected will serve as a director until our next annual meeting of stockholders and his or her successor has been
duly elected and qualified or until his or her earlier removal or resignation. As described below, two of our current long-serving directors have agreed to retire
from the Board at the Annual Meeting and, if all of our seven Board nominees are elected, our Board intends to offer to add representation from the
Milikowskys slate (other than Nathan Milikowsky) to our Board after the Annual Meeting. Except as otherwise described below, if any of the nominees
named below are not available for election at the time of the Annual Meeting, discretionary authority will be exercised to vote for substitutes designated by the
Board unless the Board chooses to reduce the number of directors. Management is not aware of any circumstances that would render any nominee named
below unavailable.
The Daniel and Nathan Milikowsky Group has filed a preliminary proxy statement to solicit votes for five alternative director nominees for election at
the Annual Meeting. We believe that the nominees proposed by the Board are the most qualified candidates up for election at the Annual Meeting. As described
below under Director Qualifications, we believe our nominees have the experience, industry knowledge, integrity and commitment necessary to oversee the
execution of our strategic plan and create value for all our stockholders. Furthermore, the Board considers the Milikowskys proposed takeover of control of
the Company with no premium paid to the stockholders of the Company to not be in the best interests of all stockholders. Stockholders will not be entitled to a
premium or appraisal or similar dissenters rights if the Milikowskys take control of your Company through the election of all five of their nominees.
The Board unanimously recommends submitting the enclosed WHITE proxy or voting instruction card, or following the instructions thereon to vote by
telephone or the Internet, to vote FOR each of the Boards seven nominees for director.
The Milikowskys nominees have NOT been endorsed by our Board. The Board unanimously recommends that you disregard any blue proxy or
voting instruction card that may be sent to you by the Milikowskys. Voting against the Milikowskys nominees on its blue proxy or voting instruction card is
not the same as voting for our Boards nominees, because a vote against the Milikowskys nominees on their blue proxy or voting instruction card will revoke
any previous proxy submitted by you. If you have already voted using a blue proxy or voting instruction card sent to you by the Milikowskys, you have
every right to change it. We urge you to revoke that proxy by voting in favor of our Boards nominees by using and submitting the enclosed WHITE proxy or
voting instruction card, or following the instructions thereon to vote by telephone or the Internet. Only the latest validly executed proxy that you submit will be
counted. If you have any questions or need assistance voting, please call our proxy solicitor:
Georgeson Inc.
480 Washington Boulevard, 26th Floor,
Jersey City, NJ 07310,
(800) 509-0917 (Toll Free)
email: graftechproxy@georgeson.com

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We are not responsible for the accuracy or completeness of any information provided by or relating to the Milikowskys contained in any proxy
solicitation materials filed or used by, or on behalf of, the Milikowskys or in any other statements that the Milikowskys or any person acting on their behalf
may otherwise make.
Additional Background of the Solicitation
On November 30, 2010, we acquired C/G Electrodes LLC (C/G) and the portion of Seadrift Coke L.P. (Seadrift) not previously owned by us for
cash, senior subordinated promissory notes and shares of GrafTech common stock. All of the shares of GrafTech common stock beneficially owned by the
Milikowskys were received in the acquisitions, except for certain shares received by Nathan Milikowsky for his service as a GrafTech director.
In connection with the acquisitions of Seadrift and C/G, we entered into a Registration Rights and Stockholders Agreement, dated as of November 30,
2010 (the Stockholders Agreement), with the former owners of Seadrift and C/G who received shares of GrafTech common stock, including the
Milikowskys. Pursuant to the terms of the Stockholders Agreement, Nathan Milikowsky was elected to the Board in December 2010.
As an essential part of the consideration for the issuance of such shares, the Stockholders Agreement (i) granted Daniel and Nathan Milikowsky and
certain of their affiliates the right to nominate Nathan Milikowsky (and under certain circumstances a replacement for him reasonably acceptable to the Board)
to serve on the Board and provided for Mr. Milikowsky (or such replacement) to be re-nominated by the Board for election as a director so long as certain
conditions were met and (ii) imposed certain standstill obligations on Daniel and Nathan Milikowsky and their affiliates and related parties because of their
Board nominees access to inside information. The standstill provisions restrict various types of takeover and similar or related activities, including, among
other things, attempts by Daniel or Nathan Milikowsky or their affiliates to take actions to change, control or influence management except by Nathan
Milikowsky (or such replacement) acting as a Board member.
In addition, the Stockholders Agreement imposed confidentiality and restricted use obligations on Nathan Milikowsky (or any such replacement),
which among other things restricted disclosure of confidential GrafTech information to Daniel Milikowsky or any other person unless such disclosure was
required by law (subject to certain notice requirements) and restricted use of confidential GrafTech information for any purpose other than as a Board member.
Nathan Milikowsky was not re-nominated for election as a director in March 2013 because our independent directors unanimously concluded that he
did not meet the requirements set forth in GrafTechs Corporate Governance Guidelines, or our Governance Guidelines, and in our Nominating Committee
Charter, as required under the Stockholders Agreement. Our independent directors also concluded that the Milikowskys materially breached the
Stockholders Agreement. GrafTech has not waived or released any of its rights with respect to their breach of the Stockholders Agreement.
The conditions for Nathan Milikowskys (or such replacements) re-nomination for election to the Board included: (i) satisfaction of the requirements set
forth in GrafTechs Corporate Governance Guidelines and the Nominating Committee Charter, as reasonably determined by the Nominating Committee; and
(ii) the absence of any material breach of the standstill obligations by any person subject to the Stockholders Agreement.
The requirements under the Nominating Committee Charter which the Nominating Committee concluded were not satisfied by Mr. Milikowsky were: (i)
acting as a member of the Board; and (ii) high personal standards (integrity, honesty and full disclosure of all present and future conflicts of interest). The
requirements under our Governance Guidelines which the Nominating Committee concluded were not satisfied by Mr. Milikowsky were: (i) compliance with
the duty of undivided loyalty; (ii) compliance with the duty of candor; and (iii) compliance with codes of conduct adopted by the Company (which are
applicable to all Company personnel, including all

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directors, and are and were formally annually acknowledged by, all Company personnel, including all directors), including those relating to ethics, integrity,
conflicts of interest, public disclosure and confidentiality.
Taking into account many years of interaction with Nathan Milikowsky, a special report of a well-recognized law firm, Wilson Sonsini Goodrich &
Rosati, to assist the Nominating Committee with its annual assessment of the Board and its Committees, and the results of an internal investigation by well
recognized, highly experienced, independent investigatory counsel, Morris, Nichols, Arsht & Tunnell LLP, reporting to a Special Committee of the Board
comprised entirely of independent directors, the Nominating Committee unanimously concluded, after full deliberation, that the facts, circumstances and
evidence established that the requirements described above and conditions to re-nomination of Nathan Milikowsky for election as a director were not satisfied,
that Nathan Milikowsky was disruptive to Board functioning in a manner inconsistent with his fiduciary duties and counterproductive to the Boards
discharge of its fiduciary duties, and that the Stockholders Agreement has been breached by Daniel and Nathan Milikowsky. The Nominating Committee
recommended to the Board that he not be re-nominated. The Board unanimously, but for Nathan Milikowsky, concurred in that conclusion and decided not to
re-nominate him.
The Special Committee was formed by the Board in response to a letter submitted to the Boards lead director, the Companys General Counsel and the
Companys outside counsel for distribution to the Board by the Companys former Chief Financial Officer along with three other employees, based on their
personal knowledge and in accordance with express provisions of our Governance Guidelines and codes of conduct. The Special Committee initially consisted
of six directors, all of whom are independent directors. One of those directors subsequently resigned from the Special Committee for the reasons described
below. Neither Craig Shular nor Nathan Milikowsky was a member of the Special Committee.
The letter submitted by the Chief Financial Officer reported on a series of communications between representatives of the Company and a large hedge
fund that was an investor and trader in GrafTech shares (the Hedge Fund), during which the Hedge Fund revealed contemporaneous knowledge of material
non-public information regarding significant M&A transactions then under consideration, the Companys plant cost structure and the Companys capital
spending and investment activities, information that was only known to management and members of the Board.
In accordance with corporate governance best practices, the Special Committee engaged well recognized, highly experienced, independent counsel,
Morris, Nichols, Arsht & Tunnell LLP, as counsel to the Special Committee and to conduct a thorough investigation into the matters reported. The Company
estimates that over 2,000 hours of personnel time was spent collecting and reviewing documents and interviewing personnel, including approximately 500
hours by investigatory counsel alone, and that thousands of documents were collected and reviewed during the investigation.
Investigatory counsel reported its conclusions over the course of three separate meetings of the Special Committee. After completion of its investigation,
investigatory counsel reported its conclusion that there had been leaks of material nonpublic information, that there was evidence that Nathan Milikowsky
was the source of the leaks, that there was no evidence to support a conclusion that management or any other director was the source of the leaks and that at
least some of that information could not have been developed independently.
Investigatory counsel also reported its conclusion that Nathan Milikowsky did not cooperate fully, including refusal to sign a customary legal hold
notice (the only person to refuse to do so). In addition, investigatory counsel reported that Nathan Milikowsky represented that he produced all documents
responsive to investigatory counsels request, although documents produced by another director revealed this representation to be untrue, as described below.
Investigatory counsel reported its conclusion that the documents provided by Nathan Milikowsky were incomplete and excluded specifically requested
documents known by the investigatory counsel to exist. Nathan Milikowsky ultimately declined to be interviewed by investigatory counsel.

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In reaching its conclusions, the independent directors (whether as members of the Nominating Committee, the Special Committee or the Board)
considered the information described above, including all information that they considered material and relevant. The information included:
Information obtained through an extensive and thorough internal investigation


Nathan Milikowsky was sharing information with Daniel Milikowsky, in violation of his fiduciary duties and contractual obligations. There
were multiple communications between the Hedge Fund and Daniel Milikowsky that Nathan Milikowsky did not report to the Board, including
communications related to stock buybacks at the same time that the Audit Committee (of which Nathan Milikowsky was member) was
establishing the parameters and directing the execution thereof. Further, when Mary Cranston, the Boards lead director, asked Nathan
Milikowsky during 2012 whether he was in contact with the Hedge Fund, Nathan Milikowsky stated he had had one telephone call with them.
During a subsequent Board meeting shortly thereafter, in response to a request to report that telephone call to the Board, Nathan Milikowsky
stated that he had not spoken to the Hedge Fund, but rather that his brother, Daniel Milikowsky, had been contacted by the Hedge Fund. Such
statements by Nathan Milikowsky to the Board were inconsistent with the facts identified in the investigation.


Another Milikowsky family member, who was also an employee of a different hedge fund, was revealed to be communicating with the Hedge
Fund and Nathan Milikowsky was aware thereof.


As reported in the Chief Financial Officers letter distributed to the Board, the Hedge Fund demonstrated contemporaneous knowledge of material
non-public information that was only known to senior management and the directors. The Hedge Fund stated to our Investor Relations team that it
objected to a large acquisition by the Company in an area about which the Company had not previously disclosed material interest, of almost
exactly the same type and size that the Company was then considering. The Hedge Fund subsequently named the prospective target. The Hedge
Fund disclosed to our Investor Relations team information about the cost structure of our electrode plants and the status of our capital spending in
certain Engineered Solutions business units, information that was some of the Companys most sensitive information. Investigatory counsel
reported its conclusion that there was no evidence to support a conclusion that management or any director other than Nathan Milikowsky was the
source of that information and that at least some of the information could not have been determined independently.


Nathan Milikowsky and another director (who was Chair of the Audit Committee) entered into an undisclosed arrangement which the Special
Committee, with advice of outside counsel, concluded was a free option, enabling that director to benefit from any increase in value of an
approximately $200,000 investment in an early stage medical technology company sponsored by Nathan Milikowsky without the concomitant
investment risk. Thereafter, that same director became a supporter of Nathan Milikowskys agenda. That same director also thereafter assured
Mary Cranston that she would be able to continue as lead director or possibly even become chairperson after management changed. Nathan
Milikowsky never disclosed that conflict of interest when the Special Committee (of which such director was to be a member) was formed and
never produced any of the documents related thereto, even though they were within the scope of investigatory counsels production request. Rather,
the arrangement was first disclosed at the very end of the investigation by that director, who mentioned it at that time to some other directors,
stating that it was only about a $10,000 cash investment, and then later admitted the full extent of the arrangement and produced documents in a
follow up interview by investigatory counsel. That director subsequently resigned from the Special Committee.


Nathan Milikowsky deliberately misrepresented the voting intentions of one director in order to mislead another director into supporting his
agenda.
The independent directors also considered that the Special Committee did not have the power to subpoena or otherwise require testimony or documents
from anyone, including directors or third parties (other than officers and employees), that requesting testimony or documents from third parties could likely
result in public disclosure

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and controversy which would be adverse to the Company and its stockholders, that Nathan Milikowsky denied only that he did not provide information to
the Hedge Fund and only that he had no reason to believe Daniel Milikowsky had provided material non-public information to the Hedge Fund, and that
Nathan Milikowsky never denied that Daniel and Nathan Milikowsky were involved with the Hedge Fund in violation of the Stockholders Agreement.
The Nominating Committee presented its conclusions and many of the key facts in its report to the Board on its recommendations regarding director
nominations for the 2013 annual meeting of stockholders. Nathan Milikowsky was present at that Board meeting and asked certain questions regarding the
report. He was also present for reports by the Special Committee that were made to the Board on November 27, 2012 and February 12, 2013.
On May 17, 2013, GrafTech received a letter from Daniel and Nathan Milikowsky demanding that Nathan Milikowsky or a nominee of theirs be
elected to the Board pursuant to the Stockholders Agreement. On June 7, 2013, GrafTech sent a letter to Daniel and Nathan Milikowsky stating that, under
the express terms of the Stockholders Agreement, Daniel and Nathan Milikowsky were not entitled to nominate a replacement for Nathan Milikowsky within
the three-year period after Nathan Milikowsky was first elected to the Board (or before December 9, 2013). On November 19, 2013, the Company sent a letter
to the Daniel and Nathan Milikowsky group advising them that, because of the breaches of the Stockholders Agreement, the Company no longer had any
obligation under the director nomination provisions thereof and that the standstill, confidentiality, registration rights and other provisions thereof (which
include provisions prohibiting nominations and solicitation of proxies) remained in effect. Without limiting any rights that it might assert, the Company
believes that it would be in the best interest of all stockholders for a mutually agreeable settlement of that disputewithout the cost and distraction of litigation
and with a board of directors that it believes is focused on the interests of all stockholders, not the personal agenda of one.
In December 2013 and January 2014, GrafTech exchanged correspondence with the Milikowskys and their counsel regarding their breaches of the
Stockholders Agreement, the effect on their nomination rights and their standstill obligations and related matters. GrafTech reserved its rights in connection
with such exchange of correspondence.
On January 17, 2014, pursuant to a written request from counsel to the Milikowskys, GrafTech delivered a form of non-employee director questionnaire
to such counsel.
On January 24, 2014, Nathan Milikowsky delivered to the Company a notice of intent to nominate a slate of five nominees for election as directors at the
Annual Meeting and to present at the meeting a proposal to repeal any new by-law or amendment of the by-laws as of the date of the Annual Meeting adopted
after September 30, 2012 that is inconsistent with or disadvantageous to Nathan Milikowsky or to the election of the Milikowskys nominees.
Since the Daniel and Nathan Milikowsky Group first made its intentions public, Nathan Milikowsky and Joel L. Hawthorne, President and Chief
Executive Officer of GrafTech, have had three in-person meetings and numerous telephone conversations. The Company has put forward multiple settlement
offers. Joel Hawthorne, acting on behalf of the Board, initially presented a settlement offer to Mr. Milikowsky in which the Company would agree to add two
of Milikowsky nominees to the Boards slate for election at the Annual Meeting as well as a standstill through the 2016 annual meeting of stockholders.
Subsequently, Joel Hawthorne, acting on behalf of the Board, presented a settlement offer to Mr. Milikowsky in which GrafTech would add four new
candidates to the Boards slate for election at the Annual Meeting as well as a standstill through the 2015 annual meeting of stockholders. The four new
candidates would have included two of the Daniel and Nathan Milikowsky Groups nominees who meet GrafTechs corporate governance criteria (David
Jardini and Karen Finerman) and two new and highly qualified independent candidates with relevant industry experience selected by the GrafTech Board.
Management would also agree to meet with Daniel and Nathan Milikowsky on a quarterly basis like the

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Company does with all stockholders, to discuss business progress and strategy. On April 9, 2014, Joel Hawthorne, acting on behalf of the Board, presented
another settlement offer in which GrafTech would add four new candidates to the Boards slate for election at the Annual Meeting, two of the Daniel and
Nathan Milikowsky Groups nominees who meet GrafTechs corporate governance criteria (David Jardini and Karen Finerman) and our two new and highly
qualified independent candidates with relevant industry experience (Thomas A. Danjczek and M. Catherine Morris), and two of our current long-serving
directors (Harold E. Layman and Craig S. Shular) would retire from the Board at the Annual Meeting, with a standstill only through the Annual Meeting.
Nathan Milikowsky, acting on behalf of the Daniel and Nathan Milikowsky Group, has rejected all of these offers, including refusing on April 10, 2014, the
April 9 offer described above, insisting that four of his nominees be added to the Board, one of whom must be Nathan Milikowsky, that Craig Shular and
Mary Cranston must resign from the Board immediately, and that the Milikowskys be free to conduct further proxy contests or other control-related actions, at
the 2015 annual meeting of stockholders or otherwise.
On April 11, 2014, the Daniel and Nathan Milikowsky Group presented a settlement offer to GrafTech in which GrafTech would add six new directors
immediately, three of their nominees (Karen Finerman, David Jardini and Nathan Milikowsky), one nominee mutually acceptable to the Board and the Daniel
and Nathan Milikowsky Group, Thomas A. Danjczek and M. Catherine Morris, and three of our current long-serving directors (Harold E. Layman, Craig S.
Shular and Mary Cranston) would retire from the Board immediately, with a standstill through the Annual Meeting and a standstill through the 2015 annual
meeting of stockholders, if, sufficiently prior to January 1, 2015, Nathan Milikowsky is nominated for election to the Board at the 2015 annual meeting of
stockholders and accepts such nomination. The settlement offer also included a proposal that the newly constituted Board promptly retain an independent law
firm, acceptable to the Board and Nathan Milikowsky, which will report to the newly constituted Board, based on its review of the prior investigations,
whether those investigations cause it to conclude, without qualification, that Nathan Milikowsky in fact did not meet, in material respects, the then standards
for membership on the Board. If the independent law firm were to conclude negatively with respect to Nathan Milikowsky, Nathan Milikowsky would
promptly offer to resign from the Board. If the independent law firm were not to conclude negatively with respect to Nathan Milikowsky, Nathan Milikowsky
would be entitled to remain on the Board. The proposal also required that the independent law firm not re-investigate any of the issues previously raised
regarding Nathan Milikowsky. The settlement offer also provided for certain indemnification payments, expense reimbursements and mutual releases and for
termination of the Stockholders Agreement, the election of a new chairman by the newly constituted Board, that the Board agree not to use committees or any
other device to circumvent the decision making of the Board, and that the Nominating and Governance Committee to comprised of three members (David
Jardini, any of Karen Finerman or Nathan Milikowsky or the mutually acceptable director described above, and a third Board member selected by the newly
constituted Board).
Consistent with its continuing efforts to reach a resolution in the best interests of all stockholders, the Board considered the settlement offer presented.
On April 11, 2014, Joel Hawthorne, acting on behalf of the Board, presented another settlement offer to Nathan Milikowsky in which GrafTech would add
five new candidates to the Boards slate for election at the Annual Meeting, two of the Daniel and Nathan Milikowsky Groups nominees who meet GrafTechs
corporate governance criteria (Karen Finerman and David Jardini), either Nathan Milikowsky, if Nathan Milikowsky is entitled to join the Board after the
proceeding described below, or a nominee mutually acceptable to the Board and the Daniel and Nathan Milikowsky Group, Thomas A. Danjczek and M.
Catherine Morris, and two of our current long-serving directors (Harold E. Layman and Craig S. Shular) would retire from the Board at the Annual Meeting,
with a standstill only through the Annual Meeting. The settlement offer also included a proposal that the Board and the Daniel and Nathan Milikowsky
promptly jointly commence an expedited declaratory or other appropriate action in the Delaware chancery court (or, if full subpoena power can be obtained
therein, an arbitration agreement under AAA rules where the arbitrator is a mutually acceptable independent law firm (whichever is selected, the proceeding))
as to Nathan Milikowskys qualifications to serve as a director and breach of fiduciary duties and as to the Milikowskys breach of the Stockholders
Agreement. In the proceeding, each party would have full subpoena power to compel production of documents and testimony (including electronic documents,
hard drives, phone records, recordings, notes, and

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other storage media), from third parties as well as the Company and the Milikowskys, and each party would fully cooperate, including (subject to
confidentiality as to disclosure to third parties) waiver of any privilege. If the proceeding concludes that Nathan Milikowsky met those qualifications and did
not breach his fiduciary duties and that the Milikowskys did not breach the Stockholders Agreement, Nathan Milikowsky will promptly be invited to join
the Board. The offer assumes each party will provide adequate assurance that there has been no destruction of documents or other spoliation of evidence for
any relevant period.
To be clear, the Board stands behind the prior investigation, process and findings concerning the conduct of Nathan Milikowsky and the Daniel and
Nathan Milikowsky Group. While we believe there is no need for a further review which the Daniel and Nathan Milikowsky Group proposed, we are willing
to accept another review to help resolve our differences with the Milikowskys. We believe, however, that, under the circumstances, the Milikowskys proposal
is insufficient for a governance matter of this import because it is limited in scope and not designed to comprehensively address the reasons why Nathan
Milikowsky was not re-nominated to the Board. Although we are willing to engage in another investigation, we firmly believe any subsequent review will
validate the previous findings and conclusions of our Board.
Similar to the Milikowskys offer proposed on April 11, 2014, the Companys offer also included the election of a new chairman by the newly
constituted Board, an agreement by the Board not to use committees or any other device to circumvent the decision making of the Board, certain
indemnification payments in the event that Nathan Milikowsky is entitled thereto, certain expense reimbursements (capped at $250,000) and mutual releases
and provided for termination of the Stockholders Agreement. The Companys offer provided for representation by a Daniel and Nathan Milikowsky Group
nominee on the Nominating Committee and Compensation Committee, but that the Daniel and Nathan Milikowsky Group would not seek control of any
committee of the Board.
Nathan Milikowsky has also rejected this offer. The Board believes that the Daniel and Nathan Milikowsky Group continues to pursue a course of
action to obtain control without payment of a premium or other consideration to stockholders. Mr. Hawthorne continues to communicate with Mr. Milikowsky
to reach a mutually acceptable resolution.
Since the Board size was reduced to six in connection with the 2013 annual meeting of stockholders, the directors have considered adding directors to the
Board to bring additional insight to the Board, particularly in the technology areas relevant to our Engineered Solutions business as well as the global steel and
manufacturing sectors. The size of our Board increased to seven with the addition of Joel L. Hawthorne to the Board upon his election as Chief Executive
Officer and President pursuant to our succession plans upon the retirement of Craig S. Shular from those positions in January 2014 (and his planned
retirement from the Board on December 31, 2014). As disclosed in our preliminary proxy statement, in connection with the approval of a slate of nominees for
election at the Annual Meeting, our Board had proposed to increase the size of the Board to nine, with the addition of two new outstanding independent
nominees, Thomas A. Danjczek and M. Catherine Morris. In the interest of enabling a resolution that is both responsive and in the best interests of all
stockholders, however, our Board has determined to submit the slate of seven highly qualified nominees named herein. In addition, current long-serving
directors, Harold E. Layman and Craig S. Shular, have agreed to retire from the Board at the Annual Meeting. Accordingly, the size of the Board to be elected
at the Annual Meeting will continue to be seven.
If all of our seven nominees are elected, our Board intends to offer to add representation from the Milikowskys slate (other than Nathan Milikowsky) to
our Board after the Annual Meeting. There is no commitment, arrangement or understanding with respect to such offer and no assurance can be given that any
member of the Milikowskys slate will agree to serve in response to such an offer. Any decision as to the member or members of the Milikowskys slate (other
than Nathan Milikowsky) to be invited to join the Board would be made by the Board after the Annual Meeting based on the recommendation of the
Nominating Committee. As with all candidates nominated by the Board for election as a director, the Nominating Committee would evaluate such individual
or individuals based on the requirements and criteria set forth in our Governance Guidelines and the Nominating Committee Charter. These criteria include the
candidates integrity, business acumen, age,

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independence, experience, commitment, diligence, conflicts of interest and ability to act in the interests of all of our stockholders. The Nominating Committee
does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The Nominating
Committees evaluation of director candidates also includes consideration of their ability to contribute to the diversity of age, backgrounds, geographic regions,
and experience represented on the Board.
On March 3, 2014, the Company received a request from the Milikowskys counsel to consider use of a universal proxy card for this proxy contest. On
April 14, 2014, the Company sent a letter to the Milikowskys counsel stating that the Board had considered the request and concluded that the use of a
universal proxy card was not in the best interests of stockholders. The Board noted that universal proxy cards are rarely used in proxy contests in the United
States and therefore use of such card would subject an important stockholder decision to the risks and uncertainties of a new and untested process. Further,
the Board believes that an inherent implication of any universal proxy card is a conclusion by a board that none of the nominees listed thereon has
demonstrated failure to meet the basic requirements to serve as a director. As described above, the Nominating Committee and the Board concluded, among
other things, that Nathan Milikowsky did not meet the high personal standards (integrity, honesty and full disclosure of all present and future conflicts of
interest) and certain other requirements under the Corporate Governance Guidelines and Nominating Committee Charter for service on the Board. Accordingly,
the Board does not believe it would be appropriate for the Company to use a proxy card on which he is named.
At the time when the size of our Board was to be increased at the Annual Meeting by two directors, our Board offered the Milikowskys the right for up
to 10 calendar days from the date of filing of the Companys preliminary proxy statement to submit two additional nominations in accordance with our by-
laws even though the period to make such nominations had expired. While the Milikowskys did not nominate two additional individuals for election at the
Annual Meeting, that decision did not change the fact that the Milikowskys continued through that period to seek control of the Board since the Milikowskys
five nominees, if elected, would have constituted a controlling majority (5 of 9) of the members of the Board.
Our Nominating Committee and our Board regularly meets to consider various potential nominees for election as directors, whether submitted by
directors, management, stockholders or others. In addition, our Nominating Committee has periodically engaged independent advisors to assist with
identification of potential nominees and assessment of the functioning of the Board and its committees. In connection with its consideration of nominees to
recommend for the Annual Meeting, our Nominating Committee considered many candidates, including our current directors, candidates identified by an
independent director search firm and the nominees of the Milikowskys, in accordance with its established policies and procedures for considering potential
director nominees. Consistent with the qualifications and characteristics expected of all directors of the Company as set forth in our Governance Guidelines
and the Nominating Committee Charter, our Nominating Committee unanimously recommended the nominees named in this proxy statement as the
individuals with the experience, industry knowledge, integrity, ability to devote time and energy, and commitment to the interests of all stockholders best
qualified to execute our strategic plan and create value for all our stockholders.
Director Qualifications
In considering whether to recommend any candidate for inclusion in the Boards slate of recommended director nominees, including candidates
recommended by our stockholders or others, the Nominating Committee applies the criteria set forth in our Governance Guidelines and the Nominating
Committee Charter. These criteria includes the candidates integrity, business acumen, age, independence, experience, commitment, diligence, conflicts of
interest and ability to act in the interests of all of our stockholders. The Nominating Committee does not assign specific weights to particular criteria and no
particular criterion is necessarily applicable to all prospective nominees. We believe that the backgrounds and qualifications of the directors, considered as a
group, should provide a significant composite mix of experience, knowledge and abilities that will allow our Board to fulfill its responsibilities and provide
value to our stockholders. The Nominating Committee believes that the Board, as a whole, should possess the following core competencies:

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Strategy/vision: ability to provide strategic insight and direction by encouraging innovation, conceptualizing key trends, and evaluating strategic
decisions;



Leadership: ability to attract, motivate and energize a high-performance leadership team;



International Markets: ability to appreciate the importance of global business needs and trends;



Industry Knowledge: ability to assess opportunities and threats unique to our industries;



Crisis Response: ability and time to perform during periods of both short-term and prolonged crisis;



Management: ability to apply general management best practices in a complex, rapidly evolving business environment;



Business Judgment: ability to assess business risk and stockholder value creation strategies; and


Accounting, Finance and Disclosure: ability to protect and inform security holders through liquidity and capital resource management and
internal financial and disclosure controls.
The Nominating Committee also believes that each director should possess the following skills, qualifications and characteristics:



High personal standards of integrity and honesty, and a desire to make full disclosure of all present and future conflicts of interest;



Ability to make informed business judgments;



Literacy in financial and business matters;



Ability to be an effective team member;



Commitment to active involvement and an ability to give priority to GrafTech;



No affiliations with competitors;



Achievement of high levels of accountability and success in his or her given fields;



No unreasonable geographic travel restrictions;



Ability and willingness to learn our businesses;


Experience in our businesses or in professional fields (i.e., finance, accounting, law or banking) or other industries or as a manager of
international businesses so as to have the ability to bring new insight, experience or contacts and resources to GrafTech;



Willingness to make a substantial personal investment in GrafTech;



No direct affiliations with major customers or vendors; and



Previous public company board experience together with good references.
Diversity
Our Governance Guidelines specify that the Nominating Committee should consider the value of diversity on the Board in the candidate identification
and nomination process. The Nominating Committee seeks candidates with a broad diversity of experience and strategic and operational views and
philosophies. The Nominating Committees evaluation of director candidates also includes consideration of their ability to contribute to the diversity of age,
backgrounds, geographic regions, and experience represented on the Board. Nominees are not discriminated against on the basis of race, color, religion, sex,
ancestry, national origin, sexual orientation, disability or any other basis proscribed by law. Under our Governance Guidelines, a director will not be
nominated for election or re- election if he or she would be age 74 or older at the time of election, unless special circumstances so warrant.

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Background Information with Respect to Nominees
The following paragraphs provide information about each director nominee recommended by the Board. We believe that all of our director nominees
adhere to high standards for integrity, honesty and ethics and that each has demonstrated business acumen and an ability to exercise sound judgment
independent of personal interests, as well as a commitment of service to GrafTech and the Board. In his or her individual biography below, we provide the
following information for each director nominee recommended by the Board:



Name;



Age as of March 1, 2014;



Principal occupations for at least the past five years;



The names of any other public companies where the nominee currently serves or has served during the past five years as a director; and



The particular experience, qualifications, attributes or skills that led the Board to conclude that the person should serve as a director.


RANDY W. CARSON Director since 2009
Age 63

From 2000 to February 2009, Mr. Carson served as Chief Executive OfficerElectrical Group of Eaton Corporation, a
diversified power management company with 2008 sales of $15.4 billion. Eatons Electrical Group is a global technology leader
in electrical components and systems for power quality, distribution and control with 2008 revenues of approximately $6.9
billion. Mr. Carson retired from Eaton in May 2009 following 10 years with the company. Prior to Eaton Corporation, Mr. Carson
held several executive positions with Rockwell International. He was also Chairman of the National Electrical Manufacturers
Association. Mr. Carson currently serves as a Director of Fairchild Semiconductor International, Inc. and Nordson Corporation,
and serves on the audit committee of its Board of Directors. Our Board believes that Mr. Carsons deep operational experience in
global industrial businesses enables him to provide unique common sense insight to the Board with respect to meeting
marketplace challenges, implementing LEAN and other internal initiatives, integrating business units and anticipating and
planning for commercial risks and uncertainties. As a result of his senior executive and deep operational experience managing
large, multi-billion-dollar global businesses together with his strategic vision, leadership, and understanding of financial
accounting, finance and disclosure matters, the Board believes he is well qualified to continue serving as a member of the Board.
Mr. Carson holds a Bachelor of Science in Electrical Engineering from Valparaiso University.

MARY B. CRANSTON Director since 2000
Age 66

Ms. Cranston is a Retired Senior Partner of Pillsbury Winthrop Shaw Pittman LLP, or Pillsbury, an international law firm.
Ms. Cranston was the Chair and Chief Executive Officer of Pillsbury from January 1999 until April 2006, and continued to
serve as Chair of Pillsbury until December 2006. Ms. Cranston practiced complex litigation, including antitrust,
telecommunications and securities litigation, with Pillsbury beginning in 1975. She currently serves as a Director of Visa, Inc.,
and serves as Chair on the Audit and Risk Committee of its Board of Directors; a Director of Juniper Networks Inc., and serves
as Chair of its Nominating and Governance Committee; a Director of International Rectifier Corporation, and serves as Chair of
its Nominating and Governance Committee; and a Director of Exponent, Inc., and serves as Chair of its Compensation
Committee. She also serves as Chair of the Board of Directors of the Lucile Packard Childrens Hospital and is a past Chair of
the

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Board of the Commonwealth Club of California, both of which are non-profit organizations. Ms. Cranston also served on the
Board of Trustees of Stanford University for ten years. Ms. Cranstons total public company directorships will be reduced to
four, including GrafTech, in May 2014. Ms. Cranston joined the Board in 2000 to assist the Board with, among other things,
exercising strong compliance and other oversight. She has brought unique guidance to bear, not only in that regard, but also in
regard to crisis management, effective leadership through a judicious combination of consensus, process and internal controls,
and keen insight into evaluating strategic decisions. The separation of the roles of Chairperson and Chief Executive Officer is
expected to continue after Mr. Shulars retirement as a director at the Annual Meeting, when Ms. Cranston is expected to become
our Chairperson, subject to election as such by the Board.

Through her tenure at Pillsbury, Ms. Cranston has gained a broad understanding of the management of a global enterprise
including through global expansion of the firm, as well as 20 years litigating cases on behalf of Chevron with extensive knowledge
of oil and gas extraction, oil pricing and refining economics. In addition to her financial services background, Ms. Cranston has
substantial expertise in complex antitrust, class action and securities law and was recognized as one of the 100 Most Influential
Lawyers in America by the National Law Journal in 2002 and as an Outstanding Director by the Silicon Valley and San
Francisco Business Times in 2013. Ms. Cranston is frequently a faculty member of programs offered by the NACD, the
Stanford Directors College, and Catalyst on topics of board governance, board best practices, board risk management and board
diversity. As a director of four other U.S. publicly-traded companies she has regularly reviewed corporate strategies and financial
and operational risks, and throughout her legal career has identified and managed legal risks for many Fortune 500 companies,
which has helped inform her service as a director and, subject to election as such by the Board following the Annual Meeting, the
next Chairperson of the Board. Ms. Cranstons experience and background also provide her with significant insight into the legal
and regulatory issues facing GrafTech, as well as into the challenges of operating a diverse multinational enterprise. Our Board
believes that Ms. Cranstons board service, legal expertise in antitrust, securities and other matters and business management
experience, as well as her demonstrated successful performance as a GrafTech Director, well qualify her to continue serving as a
member of the Board.

Ms. Cranston holds an A.B. degree in Political Science from Stanford University, a Juris Doctorate from Stanford Law School,
and a Master of Arts in Educational Psychology from the University of California, Los Angeles.

THOMAS A. DANJCZEK
Age 66

Mr. Danjczek has served as Senior Advisor for the Steel Manufacturers Association (SMA) since November 2013. From
February 1998 to November 2013, Mr. Danjczek served as President of the SMA and functioned as its Chief Executive,
Operating, and Administrative Officer and a member of the Board and Executive Committee. Prior to joining SMA, Mr. Danjczek
held various leadership positions at a number of public companies, including Wheeling-Pittsburgh Steel Corporation, Bethlehem
Steel Corporation and Kaiser Steel Corporation. Mr. Danjczek also serves as Vice Chairman of the U.S. Industry Trade Advisory
Committee (ITAC 12) and since 1999 has been an Advisor to the U.S. Trade Representative and Department of Commerce.

Mr. Danjczek currently serves as a Director of Globe Specialty Metals, Inc., and serves as a member of its Audit Committee and
Compensation Committee. Globe Specialty Metals is one of the worlds largest producers of silicon metal and silicon-based
specialty alloys serving major silicone chemical, aluminum and steel manufacturers. Mr. Danjczek also

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serves on the Board of Walker Magnetics, a privately held controls manufacturer that services the scrap and steel industries and
on the advisory board of Byer Steel Group, a privately held steel service center.


The Board believes that Mr. Danjczek is well qualified to serve as a member of the Board. He has a strong background and
relationships in the steel and manufacturing industry, relevant leadership experience with proven business judgment primarily in
operations, as well as extensive international steel industry experience and regulatory, legislative and trade related experience.

Mr. Danjczek earned a B.S. from Villanova University and a Masters Degree in Industrial Management from Purdue University.

JOEL L. HAWTHORNE Director since 2014
Age 49

Mr. Hawthorne was elected to the Board and became Chief Executive Officer and President in January 2014. Previously, he was
Vice President and President, Engineered Solutions since March 2011 and over the last three years led the segment to more than
20% annual sales growth rates through many successful new product introductions. Mr. Hawthorne joined GrafTech as a Director
of Investor Relations in August 1999. During his time in Investor Relations, he was an integral part of the management team that
turned the Company around. In January 2001, he was appointed Director of Electrode Sales & Marketing, United States and
Canada and was promoted to Director of Electrode Marketing and Sales for the Americas in 2003. In October 2005, he was
appointed Director Worldwide Marketing and Americas Sales. During this period, Mr. Hawthorne was instrumental in the
development and execution of global sales and marketing strategies for the graphite electrodes business and a driving force in more
than doubling sales to over $1 billion. In January 2009, he was appointed Vice President, Global Marketing & Sales for
Industrial Materials with responsibility for worldwide sales, strategy and tactical planning. Prior to joining GrafTech,
Mr. Hawthorne spent over ten years in the steel industry with extensive financial and strategic planning experience including as
Director of Strategic Planning for a major steel company. Mr. Hawthorne currently serves on the Board of Directors of CE
National, Inc., a non-profit organization. Mr. Hawthorne holds a Bachelor of Science (accounting) and a Master of Science
(business education) from the University of Akron.

FERRELL P. McCLEAN Director since 2002
Age 67

Ms. McClean was a Managing Director and the Senior Advisor to the head of the Global Oil & Gas Group in Investment Banking
at J.P. Morgan Chase & Co. from 2000 through the end of 2001. She joined J.P. Morgan & Co. Incorporated in 1969 and
founded the Leveraged Buyout and Restructuring Group within the Mergers & Acquisitions Group in 1986. From 1991 until
2000, Ms. McClean was a Managing Director and co-headed the Global Energy Group within the Investment Banking Group at
J.P. Morgan & Co. She currently serves as a Director of NRG Yield, Inc., which owns contracted renewable and conventional
generation and thermal infrastructure assets. Ms. McClean retired as a Director of Unocal Corporation in 2005 and as a Director
of El Paso Corporation in 2012. The Board believes that Ms. McCleans deep experience in investment banking for international
industrial companies has enabled, and will continue to enable, her to provide essential guidance to the Board and our management
team on the critical areas of capital formation and resources, liquidity management and investor relations. The Board believes that
Ms. McCleans insight and her board service, including global exposure and vision, international markets experience and
understanding of financial accounting, finance and disclosure matters, well qualify her to

continue serving as a member of the Board. Ms. McClean holds an A.B. in Fine Arts from Radcliff College.


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M. CATHERINE MORRIS
Age 56

Ms. Morris is the Senior Vice President and Chief Strategy Officer for Arrow Electronics, Inc., a leading global distributor of
electronic components and computer products with more than $21 billion in revenues. Ms. Morris has served in this position
since 2008 and leads strategic initiatives for Arrow, including global merger and acquisition activity. Prior to her current position,
Ms. Morris was President of Arrows Enterprise Computing Solutions (ECS) business segment, with responsibility for managing
Arrows computer products business in North America and Europe, and which doubled in size to over $5 billion in annual
revenues under her leadership. Ms. Morris has over 25 years of experience in computer products and electronic components
distribution and has held a number of senior leadership roles at Arrow, including Vice President of Support Services in North
America, Vice President of Finance and Support Services for Arrow ECS, and Vice President of Corporate Development. Ms.
Morris joined Arrow in 1994 through its acquisition of Anthem Electronics, where she served as Vice President of Finance and
Corporate Controller. Prior to joining Anthem, Ms. Morris held various financial leadership roles in the banking and
manufacturing industries.

The Board believes that Ms. Morris high level of strategic, operational and financial acumen, particularly in the electronics and
advanced technologies industries well qualify Ms. Morris to serve as a member of the Board.

Ms. Morris has been recognized with numerous awards, including VARBusiness (2007) and CRN (2009) magazines naming her
as one of the most powerful women in the technology channel and Top 100 Women. A member of YWCAs Society of Women
Achievers, she received her Bachelors degree in finance from Colorado State University and completed Harvard Business
Schools General Management Program.

STEVEN R. SHAWLEY Director since 2010
Age 61

Mr. Shawley retired in November 2013 as the Senior Vice President and Chief Financial Officer of Ingersoll Rand, a global
diversified industrial firm providing products, services and solutions to enhance the quality and comfort of air in homes and
buildings, transport and protect food and perishables, secure homes and commercial properties, and enhance industrial
productivity and efficiency. Mr. Shawley was named Chief Financial Officer of Ingersoll Rand in June 2008. Previously, he was
Senior Vice President and President of the Climate Control Technologies Sector (2005 2008). Mr. Shawley joined Ingersoll Rand
in 1997 through the acquisition of Thermo King, a business of Westinghouse Electric Corporation, where he was Vice President
and Controller. In August of 2002, he was named President of Thermo King North America. and became President, Climate
Control Americas (2003-2005). Mr. Shawley currently serves as a Director of Hubbell Incorporated. Mr. Shawley has an
exceptional depth and breadth of operational and financial experience related to global diversified industrial products. He has had
responsibility for all finance, information technology and treasury activities and served in numerous key financial positions with
Westinghouse in a career that spanned over 20 years, including for major divisions and plants with broad financial and
commercial responsibilities for operations throughout Europe, Asia and Latin America, as well as North America. The Board
believes Mr. Shawleys background and experience make him well qualified to serve on the Board. Mr. Shawleys education
includes a Bachelor of Science degree from the University of Virginia and a Masters degree in business administration from the
University of Pittsburgh.

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Information about the number of shares beneficially owned by each of the nominees and current directors appears below under Security Ownership of
Management and Certain Beneficial Owners. Based on information provided by each nominee, there are no family relationships among any of the directors
and executive officers of GrafTech (For additional information, see Related Person Transactions.), none of the nominees named above have been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or involved in other legal proceedings during the past ten years, including
insolvency laws that would be required to be disclosed under SEC rules, and none of the nominees named above was selected as a nominee pursuant to any
arrangement or understanding between such nominee and any other person.
Director nominees are elected by a plurality of the votes cast by holders of outstanding shares.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF THE
FOLLOWING SEVEN DIRECTORS, EACH TO SERVE UNTIL THE NEXT ANNUAL MEETING OF STOCKHOLDERS AND UNTIL HIS
OR HER SUCCESSOR HAS BEEN DULY ELECTED AND QUALIFIED: RANDY W. CARSON, MARY B. CRANSTON. B. CRANSTON,
THOMAS A. DANJCZEK, JOEL L. HAWTHORNE, FERRELL P. MCCLEAN, M. CATHERINE MORRIS, AND STEVEN R. SHAWLEY.

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THE BOARD OF DIRECTORS
Structure of the Board
Under our by-laws, the Board fixes the size of the Board, so long as the number of directors is not less than three or more than fifteen. The Board
currently consists of seven members, each of whom the Board has determined to be an independent director (within the meaning of the listing standards of the
NYSE), except for Mr. Hawthorne and Mr. Shular, who are GrafTech employees. Harold E. Layman and Craig S. Shular have decided to retire from the
Board at the Annual Meeting and accordingly are not standing for re-election. Mr. Layman has served on the Board since 2003. Mr. Shular has served on the
Board since 2003 and as Chairman of the Board since February 2007. The decisions made by Mr. Layman and Mr. Shular were not the result of any
disagreement with us on any matter relating to our operations, policies or practices. Effective upon due election and qualification of directors at the Annual
Meeting, the number of directors constituting our Board shall be seven.
The Board has determined that, to be considered independent, an outside director may not have a material relationship with the Company (directly or as
a partner, stockholder or officer of an organization that has a relationship with the Company). In determining whether a material relationship exists, the Board
considers, among other things, whether a director or a member of his or her immediate family received in any 12-month period during the past three years
more than $120,000 in direct compensation from the Company (other than director fees and pension or other deferred compensation for prior service), whether
the director has in the last three years been a Company employee (or whether a member of the directors immediate family has in the last three years been a
GrafTech executive officer), whether the director or a member of the directors immediate family is or has been affiliated with a current or former auditor of
GrafTech, and whether the director is or has been part of an interlocking directorate. The Board consults with GrafTechs counsel to ensure that the Boards
determinations are consistent with all relevant securities and other laws and regulations regarding the definition of independent director, including those set
forth in the listing standards of the NYSE.
The Board selects the Chairperson of the Board, or the Chairperson, following each annual meeting of stockholders. Subject to election as such by the
Board following the Annual Meeting, Ms. Cranston, who is an independent director and who has been our lead director since 2008, is expected to become our
Chairperson following the Annual Meeting.
Our Board has established three standing committees, the Audit and Finance Committee, or the Audit Committee, the Nominating and Governance
Committee, or the Nominating Committee, and the Organization, Compensation and Pension Committee, or the Compensation Committee, and periodically
establishes other committees, in each case so that certain important matters can be addressed in greater depth than may be possible in a meeting of the entire
Board. Under our Governance Guidelines and the committee charters described below, members of the three standing committees must be independent
directors within the meaning of the listing standards of the NYSE. Further, members of the Audit Committee must be independent directors within the
meaning of the Sarbanes-Oxley Act of 2002, must satisfy the expertise requirements of the listing standards of the NYSE, as required by the committees
charter, and must include an audit committee financial expert within the meaning of the SEC rules. Our Board has determined that the three standing
committees currently consist of members who satisfy such requirements. Effective upon Mr. Laymans retirement from the Board, the Board intends to elect
directors to its standing committees who meet the applicable independence and other requirements of the listing standards of the NYSE and applicable rules of
the SEC.
Board Leadership Structure and Separation of Chair and CEO Roles
Our Board believes it is in the best interests of the Company and its stockholders that the Board make its own determinations, based on all of the then
current facts and circumstances, regarding whether to separate the roles of Chairperson and Chief Executive Officer and whether the Chairperson, if not the
Chief Executive Officer, should be an independent director. While separation of those roles relates to corporate governance, it

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also relates to succession planning and our Board believes it is in the best interests of GrafTech and our stockholders for the Board to make a determination
with respect to this matter on a case-by-case basis as part of succession planning.
Upon Mr. Shulars appointment as executive Chairman and Mr. Hawthornes appointment as our Chief Executive Officer in January 2014, the role of
Chairperson of the Board and Chief Executive Officer were separated. As noted above, subject to election as such by the Board following the Annual Meeting,
Ms. Cranston is expected to become our Chairperson, given her broad business, leadership and legal experience as described on page 12. Ms. Cranston has
served as our independent presiding or lead director. Her responsibilities as lead director include presiding at all meetings of the Board at which the
Chairperson is not present, including executive sessions of the independent directors, serving as a liaison between the Chairperson and the independent
directors, reviewing information sent to the Board, consulting on Board meeting agendas and schedules, recommending meetings of the independent directors,
and serving as liaison for communications with stockholders, employees and other interested parties (including those who are not stockholders or employees).
The Board believes the current leadership structure is appropriate given the Companys and the Boards current needs.
The Boards Role in Risk Oversight
The Board and its committees are actively involved in overseeing the assessment and management of risk for the Company . The Board receives reports
from each committee chair regarding the committees considerations and actions. The risk oversight process includes receiving regular reports from members
of senior management on areas of material risk, including operational, financial, legal and regulatory, and strategic and reputational risks, and on the
Companys processes regarding enterprise risk management. Our Governance Guidelines and Nominating Committee Charter provide, among other things,
that the Board as a whole should possess as one of its competencies the ability to assess business risk.
Under principles articulated by the NYSE, it is the job of the Chief Executive Officer and senior management to assess and manage our Companys
exposure to risk, and our Audit Committee must discuss guidelines and policies to govern the process by which this is handled. The duties of our Audit
Committee include, with respect to financial affairs, the identification, assessment and management of financial risks and uncertainties, such as:


Reviewing with management and the independent registered public accounting firm our financial reporting risk assessment and management
policies and practices, including related corporate approval requirements and internal auditing systems, and initiatives to minimize related risks;



Discussing guidelines and policies to govern the process by which risk assessment and management is undertaken;



Reviewing with management our compliance with covenants under debt securities and credit facilities;



Reviewing contingencies that could reasonably be expected to have significant impact on financial performance or condition; and


Reviewing with the General Counsel all legal matters that could reasonably be expected to have a significant impact on financial condition or
performance.
We maintain an internal audit function, which reports directly to the Audit Committee, to provide management and the Audit Committee with ongoing
assessments of our risk management processes and system of internal control.
The Audit Committee Charter provides that the duty and responsibility of the Audit Committee and each of its members is one of oversight and neither
the Committee nor any of its members has any duty or responsibility

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to, among other things, guarantee or provide other assurances that there are no financial risks or uncertainties or that such risks or uncertainties have been
reduced or eliminated.
Meetings of the Board
Each director is expected to attend Board meetings and the meetings of those committees of the Board of which he or she is a member, and to spend the
time necessary to properly discharge his or her respective duties and responsibilities. During 2013, the Board met seven times and each director who was then
serving attended at least 75% of the total number of meetings of the Board and the committees of which he or she was a member. Directors are encouraged, but
not required, to attend our annual meetings of stockholders. All of our current directors attended the 2013 annual meeting of stockholders.
Committees of the Board
A description of the functions of each standing committee is set forth below. A list of the members of each standing committee at March 17, 2014 and
the number of meetings held in 2013 by each standing committee is also set forth below. All committees have the authority to retain and pay advisors and
conduct investigations without further approval of the Board or management. All such advisors shall report and be responsible directly to the committee which
retains them, including the independent registered public accounting firm, which is required to be retained by and be responsible directly to the Audit
Committee.
Board and Committee Charters
The Board adopted our Governance Guidelines and a written charter for each committee that, at a minimum, are intended to satisfy the listing standards
of the NYSE and that are reviewed by the Board annually. Our Governance Guidelines and charters cover such matters as purpose and powers, composition,
meetings, procedures, required responsibilities and discretionary activities which the Board or the appropriate committee should periodically consider
undertaking. Each committee is authorized to exercise all power of the Board with respect to matters within the scope of its charter.
Our Governance Guidelines and each of the standing committee charters are available on our website at http://www.graftech.com/CORPORATE-
INFO/Corporate-Governance.aspx. The information contained on our website is not part of this proxy statement.
Our Governance Guidelines and the committee charters are not intended to, and do not, expand or increase the duties, liabilities or responsibilities of any
director under any circumstance beyond those that a director would otherwise have under applicable laws, rules and regulations.
Corporate Governance
Our Governance Guidelines provide, among other things, that:



a majority of the directors shall be independent within the meaning of the listing standards of the NYSE;


if a member of the Audit Committee simultaneously serves on an audit committee of more than three public companies, our Board must determine
that such simultaneous service would not impair the ability of such member to effectively serve on the Audit Committee;


no director will be nominated for election or re-election if he or she would be age 74 or older at the time of election, unless special circumstances so
warrant;



the Board shall meet in regular sessions at least six times annually (including telephonic meetings and the annual retreat described below);

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the Board shall have an annual extended retreat with executive officers at which there will be a full review of financial statements and financial
disclosures, long-term strategies, plans and risks, and current developments in corporate governance; and



non-management directors will meet in executive session at least once annually.
Mr. Hawthorne and Mr. Shular are the only members of management who serve as GrafTech directors. All of our non-management directors are
independent under NYSE listing standards. Our independent directors meet in executive session in connection with our regular Board meetings.
Communications with Non-Management Directors
Our Governance Guidelines require the Board, in consultation with the General Counsel, to establish a means for stockholders and employees to
communicate with non-management directors and to disclose the name of the presiding director, who will ultimately receive such communication, and the
means for such communication in the annual proxy statement. A majority of the non-management directors choose the director who presides at the meetings of
non-management directors. Mary B. Cranston is currently serving as such presiding director.
Stockholders, employees and other interested parties (including those who are not stockholders or employees) may make any such communications to
the presiding director and should direct them to M. Ridgway Barker, Kelley Drye & Warren LLP, 400 Atlantic Street, 13th Floor, Stamford, Connecticut
06901, (203) 324-1400 (phone), (203) 327-2669 (fax), and mrbarker@kelleydrye.com. Mr. Barker will forward all such communications to the presiding
director if they relate to substantive matters and include suggestions or comments that he considers important for the presiding director to know. Generally,
communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary
business affairs or personal grievances or communications which are repetitive or duplicative.
Code of Conduct and Ethics
We have had for many years a Code of Conduct and Ethics. Our Code of Conduct and Ethics applies to all employees, including senior executives and
financial officers, as well as to all directors. It is intended, at a minimum, to comply with the listing standards of the NYSE, as well as the Sarbanes-Oxley
Act of 2002 and the SEC rules adopted thereunder. A copy of our Code of Conduct and Ethics is available on our website at
http://www.graftech.com/CORPORATE-INFO/Corporate-Governance.aspx. The information contained on our website is not part of this proxy statement.
Only the Board or the Audit Committee may waive the provisions of our Code of Conduct and Ethics with respect to executive officers and directors. Any
such waivers will be posted on our website.
Related Person Transactions
The Board recognizes that transactions, in which we participate and in which a related person (executive officer, director, director nominee, five percent
or greater stockholder, or an immediate family member of one of the foregoing) has a direct or indirect material interest, can present potential or actual conflicts
of interest and create the appearance that Company decisions are based on considerations other than the best interests of GrafTech and its stockholders.
Accordingly, as a general matter, it is our preference to avoid related person transactions. Nevertheless, we recognize that there are situations where related
person transactions may be in, or may not be inconsistent with, the best interests of GrafTech and its stockholders.
Under its Charter, our Audit Committee reviews, evaluates and, as appropriate, approves all transactions with affiliates (other than majority owned
subsidiaries), related parties, directors and executive officers (other than with respect to compensation of directors or executive officers, which is addressed by
the Compensation Committee).

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The Board has adopted a Statement of Policy with respect to related person transactions that is administered by the Audit Committee. The Policy
requires approval or ratification by the Audit Committee of any transaction involving the Company and any related person, other than a transaction between
the Company and a related person:



that is available to all employees generally, including compensation and other related benefits resulting from employment with the Company;



involving less than $5,000 when aggregated annually with all similar transactions;



where the rates or charges involved are determined by competitive bids; or


that is otherwise excluded from reporting under Item 404 of Regulation S-K under the Securities Exchange Act of 1934, as amended, or the
Exchange Act.
At least annually, the Audit Committee must approve or disapprove related person transactions. The Statement of Policy provides that the factors to be
considered by the Audit Committee may include: (i) whether the terms or conditions of the transaction are generally available to third-parties under similar
terms or conditions; (ii) the level of the interest of or benefit to the related person; (iii) the availability of alternative suppliers or customers; (iv) whether the
transaction would impair a directors independence or limit a directors ability to serve on any committee of the Board; and (v) the anticipated benefit to the
Company.
If advance approval of a transaction is not feasible, the transaction will be considered for ratification by the Audit Committee. If a transaction relates to a
member of the Audit Committee, that member will not participate in the Audit Committees deliberations. In addition, the Audit Committee chair (provided he
or she is not recused) or, if the chair is recused, another member of the Audit Committee, may pre-approve or ratify any related person transactions involving
up to $100,000.
We also require each executive officer and director to annually provide us with written disclosure of any transaction to which we are a party and in
which the officer or director or any of their immediate family members has a direct or indirect material interest. Our Nominating Committee and Audit
Committee review our disclosure of related party transactions, both on an as needed basis and on an annual basis in connection with the preparation of our
annual report and proxy statement.
Nathan Milikowsky served as a director of GrafTech through May 13, 2013. Mr. Milikowsky, certain members of his immediate family and certain
entities in which he and members of his immediate family have interests were substantial equity owners of Seadrift and C/G prior to the acquisitions of those
entities by the Company in November 2010. In connection with those acquisitions, Mr. Milikowsky, his immediate family members and those entities
received a portion of the aggregate consideration paid to the equity holders of Seadrift and C/G, which was comprised of shares of common stock, cash and
non-interest bearing senior subordinated notes due 2015 (the Senior Notes). Because the Senior Notes are non-interest bearing, they are subject to imputed
interest each year, or interest that is considered by the IRS to have been paid for tax purposes pursuant to the Internal Revenue Code of 1986, as amended, or
the Code. The Senior Notes held by Mr. Milikowsky, the members of his immediate family and those entities were subject to approximately $11.5 million of
imputed interest in 2013.
Until November 30, 2013, Mr. Shawley, one of our directors, was an executive officer of Ingersoll Rand, a global diversified industrial firm with
approximately $14 billion in annual sales and that, among other things, provides machinery and equipment of the type used in our business. As such, we
have treated transactions with Ingersoll Rand under our Statement of Policy described above. In 2013, we purchased approximately $187,000 of products from
Ingersoll Rand not otherwise excluded from the reporting provisions of Item 404 of Regulation S-K. The substantial majority of such purchases were for
equipment and parts for a customized machine originally purchased from Ingersoll Rand prior to Mr. Shawleys joining our Board. While the majority of the
expenditures for such purchases were made after Mr. Shawley retired from Ingersoll Rand, our Audit Committee

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(with Mr. Shawley recusing himself) reviewed and ratified such purchases and concluded that there was no conflict of interest.
Compensation Consultant
As described under Compensation of Executive Officers and DirectorsCompensation Discussion and Analysis below, our Compensation
Committee engaged Mercer (US) Inc., or Mercer, as its compensation consultant. The total amount of fees paid to Mercer for 2013 for executive compensation
consulting services provided to the Compensation Committee was approximately $140,000. Mercer Limited (United Kingdom) provided non-executive
compensation related actuarial services to the trustees of a closed UK pension plan and Mercer provided other non-executive compensation services for
surveys, retirement plan calculations and actuarial services in Mexico, France and the United States, and received an aggregate of approximately $185,000 for
such services. Our management and, as to the UK pension plan, its trustees made the decision to engage Mercer and its affiliates for these non- executive
compensation related services. Both the executive compensation consulting services and the non-executive compensation actuarial and administrative services
were approved in accordance with applicable Company policies.

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COMMITTEES OF THE BOARD
Audit and Finance Committee
The Audit Committee assists the Board in discharging and performing its duties and responsibilities with respect to the financial affairs of the
Company. Without limiting the scope of such activities, the Audit Committee has authority and responsibility to:



select, retain, evaluate and, as appropriate, terminate and replace the independent registered public accounting firm;


review and, as appropriate, approve, prior to commencement, all audit and non-audit services to be provided by the independent registered public
accounting firm;


review regularly with management, the director of internal audit and the independent registered public accounting firm, the audit report and related
management letter, any audit problems, questions or difficulties, the disposition of all audit adjustments, and all significant financial reporting
issues and judgments and managements responses thereto;


resolve or direct the resolution of all material disagreements between management and the independent registered public accounting firm regarding
accounting and financial reporting;


review with management and the independent registered public accounting firm all reports delivered by the independent registered public
accounting firm with respect to critical accounting policies and practices used, alternative treatments of financial information available under
generally accepted accounting principles and other written communications between the independent registered public accounting firm and
management, together with their ramifications and the preferred treatment by the independent registered public accounting firm;


meet at least once annually with management, the director of the internal audit department, the General Counsel and the independent registered
public accounting firm in separate sessions to discuss any matters that any of them believe should be discussed privately;


assess the adequacy of codes of conduct, including codes relating to business integrity, ethics and conflicts of interest, confidentiality, public
disclosure and insider trading and, as appropriate, adopt changes thereto, and otherwise discharge its responsibilities with respect to the adoption,
improvement and implementation of the code of conduct;


direct the establishment of procedures for the receipt and retention of, and the response to, complaints received regarding accounting, internal
control or auditing matters;


direct the establishment of procedures for the confidential and anonymous submission by employees of concerns regarding questionable
accounting or auditing matters; and


review and approve the Companys decisions to enter into swaps and other derivatives and hedging transactions, and review and discuss with
management applicable policies governing the use of swaps subject to the end-user exception.
No member of the Audit Committee serves as a member of an audit or similar committee of more than three public companies.
Organization, Compensation and Pension Committee
The Compensation Committee assists the Board in discharging and performing its duties and responsibilities with respect to management compensation
and succession planning, employee benefits and director compensation. To the extent that the Compensation Committee deems appropriate or desirable, it may
appoint one or more subcommittees and delegate to any such subcommittee the authority to make (including determining the terms and conditions of) grants or
awards under, and to otherwise administer, bonus and incentive compensation plans and programs.

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Without limiting the scope of such activities, the Compensation Committee has authority and responsibility to:


review and approve annually the goals and objectives relevant to compensation of the Chief Executive Officer, evaluate the Chief Executive
Officers performance in light of those goals and objectives, and set the Chief Executive Officers compensation based on such evaluation;


review and evaluate annually the compensation (including incentive compensation) for other executive officers and review the compensation of
other members of senior management and other employees generally and determine compensation for directors;


assess organizational systems and plans, including those relating to management development and succession planning, including contingency
planning for unanticipated sudden developments;



administer stock-based compensation plans and such other programs as may be designated by the Board;



assess whether compensation programs present unreasonable risks;


be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant , legal counsel or other
advisor (only after taking into consideration all factors relevant to their independence) retained by the Committee; and



review the Compensation Discussion and Analysis for inclusion in our proxy statement.
For a further discussion of the processes and procedures involved, please see Compensation of Executive Officers and DirectorsCompensation
Discussion and Analysis.
Nominating and Governance Committee
The Nominating Committee assists the Board in discharging and performing its duties and responsibilities with respect to nomination of directors,
selection of committee members, assessment of performance of the Board and other corporate governance matters. Without limiting the scope of such activities,
the Nominating Committee has authority and responsibility to:



review candidates for nomination for election as directors submitted by directors, officers, employees, stockholders and others;


review at least annually the current directors of our Board to determine whether such individuals are independent under the listing standards of the
NYSE and applicable SEC rules; and


review and report to the Board on a periodic basis with regard to matters of corporate responsibility, diversity and sustainability performance,
including trends and impacts to our business of environmental, social and governance issues.
The Nominating Committee annually assesses the composition of our Board and its standing committees to determine whether they comply with
requirements under our Governance Guidelines and committee charters, SEC rules, NYSE listing standards and applicable laws, and possess the core
competencies, skills, qualifications and characteristics described above (see Director Qualifications). In addition, the Nominating Committee undertakes
succession and other planning as to the future needs of the Company. The Nominating Committee gathers suggestions as to individuals who may be available
to meet those future needs from a variety of sources, such as past and present directors, stockholders, colleagues, retained search firms, and other parties with
whom we have business dealings, and undertakes a preliminary review of the individuals suggested. The preliminary review may include preliminary
searches of public information available about the individuals. At such times as the Nominating Committee determines that a relatively near term need exists
and if, following a preliminary review, the Nominating Committee believes that an individual may strengthen the core competencies and possess the skills,
qualifications and characteristics described above, the Nominating Committee will contact the individual to ascertain his or her interest in serving us and
obtain further information about and insight as to such

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individual. In connection therewith, the Nominating Committee typically reviews detailed resumes and reports, contacts references, conducts in- depth
interviews and undertakes in-depth searches of public information. Based thereon and on the Nominating Committees evaluation of other potential nominees
and the Companys needs, the Nominating Committee determines whether to recommend nomination of the individual for election as a director.
There are no material differences in the manner in which the Nominating Committee evaluates nominees for election as a director whether recommended
by a stockholder or otherwise recommended or known to the Nominating Committee. To submit a nominee for election as a director for consideration by the
Nominating Committee, a stockholder must submit a written notice to that effect to our Secretary at our corporate headquarters. Any such notice must comply
with the requirements under our by-laws and applicable laws. See Other InformationWhen Are Stockholder Proposals for the 2015 Annual Meeting Due
and What Information is Required for Stockholder Proposals and Nominations.
Board Committee Membership Roster as of March 28, 2014

Name Audit and Finance
Organization, Compensation
and Pension
Nominating and
Governance
Randy W. Carson

x*

x
Mary B. Cranston

x

x
Harold E. Layman (1)(2)

x

x

Ferrell P. McClean (1)

x

x*
Steven R. Shawley (1)

x*

Number of meetings in 2013

5

5

2

* Committee Chairperson.

(1) Messrs. Shawley and Layman and Ms. McClean have each been designated by our Board as an audit committee financial expert within the meaning
of the SEC rules under the Sarbanes-Oxley Act of 2002.

(2) Mr. Layman has decided to retire from the Board at the Annual Meeting. As a result, effective at the Annual Meeting he will no longer serve as a member
of the committees indicated. Effective on his retirement from the Board, the Board intends to elect directors to its standing committees who meet the
applicable independence and other requirements of the listing standards of the NYSE and applicable rules of the SEC.
Compensation Committee Interlocks and Insider Participation
None of Randy W. Carson, Mary B. Cranston or Harold E. Layman, the members of the Compensation Committee, served as an officer or employee of
GrafTech or any of its subsidiaries at any time during or prior to 2013. During 2013, no executive officer of GrafTech served as a director or member of the
compensation committee (or other committee serving an equivalent function) of any other entity, an executive officer of which served as a director or member of
the Compensation Committee.

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AUDIT AND FINANCE COMMITTEE REPORT
The Audit Committee reviews GrafTechs financial reporting process on behalf of the Board. Management has the primary responsibility for
establishing and maintaining adequate internal financial controls, for preparing the financial statements and for the public reporting process.
PricewaterhouseCoopers LLP, or PwC, the Companys independent registered public accounting firm for 2013, was responsible for expressing opinions on the
conformity of the Companys audited financial statements with generally accepted accounting principles and on the Companys internal control over financial
reporting.
In this context, the Audit Committee has reviewed and discussed with management and PwC the audited financial statements for the year ended
December 31, 2013 and PwCs evaluation of the Companys internal control over financial reporting. The Audit Committee has discussed with PwC the
matters that are required to be discussed by the Public Company Accounting Oversight Boards Auditing Standard No. 16. PwC has provided to the Audit
Committee the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the
independent registered accounting firms communications with an audit committee concerning independence, and the Audit Committee has discussed with
PwC that firms independence. The Audit Committee has concluded that PwCs provision of audit and non-audit services to the Company is compatible with
PwCs independence.
Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements for the year
ended December 31, 2013 be included in our Annual Report on Form 10-K for 2013 for filing with the SEC. This report is provided by the following
independent directors, who comprise the Audit Committee:
AUDIT AND FINANCE COMMITTEE
Steven R. Shawley, Chairman
Ferrell P. McClean
Harold E. Layman

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COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Compensation Discussion and Analysis
We have designed a compensation program for the named executive officers of GrafTech that is driven by our strategic goals and the primary principle
of pay for performance. This section of the proxy describes the executive compensation program and explains the compensation policies and decisions of the
Compensation Committee with respect to our named executive officers. The compensation program for this group primarily consists of a base salary, cash
incentive awards and equity awards.
During 2013, the named executive officers were:



Craig S. Shular, Chairman, President and Chief Executive Officer;



Joel L. Hawthorne, Vice President, President Engineered Solutions;



Erick R. Asmussen, Vice President and Chief Financial Officer, beginning September 6, 2013;



Lindon G. Robertson, former Vice President and Chief Financial Officer, until September 5, 2013;



Petrus J. Barnard, Vice President, President Industrial Materials; and



John D. Moran, Vice President, General Counsel and Secretary.
Executive Summary
Compensation Framework
We provide an executive compensation program that is focused on promoting performance and maximizing long-term stockholder value. The design and
operation of the program reflect the following objectives:


driving long-term financial and operational performance that will deliver value to our stockholders including through incentives that drive return
based performance, propel growth, and increase stockholder value;



attracting and retaining talented executive leadership;



providing competitive pay opportunities relative to the executives position in the relevant market and within the Company;



motivating executives to achieve or exceed Company and individual performance goals that are established at a high standard; and



aligning the interests of our executives with those of our stockholders by encouraging equity ownership.
Our executive compensation program emphasizes pay for performance through annual cash incentive and long-term incentive programs, which
collectively are the majority of our named executive officers targeted annual compensation. The annual incentive plan and a substantial portion of our long-
term incentive plan only provide value if specific financial and performance goals that require diligent management focus and significant effort are achieved,
including long-term incentives that our relative EPS growth performance equals or exceeds the performance of our Performance Peer Group described below. In
addition, our executives also receive base salaries set by competitive market data, individual performance and other factors, as well as retirement savings and
other limited benefits.
Performance Summary
Over the past decade, we have accomplished a significant transformation. Our management team has responded to challenging economic conditions by
focusing on strong performance, optimization of our capital structure, financial flexibility, and building a low cost, global business model. Our business
model is focused on maximizing sustainable competitive advantages.

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Despite the challenges faced in 2013, primarily in a difficult market environment in our Industrial Materials segment, we made progress as we navigated
through a cyclically low period in our industry, including several strategic decisions that allowed us to significantly improve our cost structure and enhance
our global competitiveness. In our Engineered Solutions segment, we continued to provide innovative graphite solutions, which helped us achieve 16 percent
growth and record sales. In response to difficult market conditions, we decreased headcount, froze salaries, and reduced discretionary expenses, working
capital and planned capital expenditures.
Summary of key actions we took in 2013:


Announced global initiatives to significantly improve GrafTechs competitive position to drive operating efficiencies, global competitiveness and
shareholder value, primarily in our Industrial Materials segment.



Reduced selling and administrative expense by 18 percent (adjusted for pension accounting) from prior year.



Implemented LEAN and procurement initiatives in 2013 expected to generate savings of $20 million or more in 2014.



Reduced working capital by $32 million compared to the prior year, primarily driven by decreases in inventory and accounts receivable.



Generated net cash provided by operating activities of $117 million versus $101 million in 2012.



Lowered capital expenditures by $41 million compared to 2012.
We have built an advantaged, backward integrated, low-cost business model supported by a solid capital structure, which we believe positions us well
to capitalize on future growth opportunities.
Since November 2010, we have completed four acquisitions in both our Industrial Materials and Engineered Solutions business segments, furthering
our strategic goals of continued and sustainable growth. We are expanding our Engineered Solutions segment into new growth markets and achieved a record
$257 million of segment sales in 2013, an increase of 16 percent year-over-year. We have been awarded seven R&D 100 Awards in the last 11 years and are
leveraging our portfolio of approximately 723 patents.
We have also returned significant capital to shareholders. From December 2011 through July 2012 we bought back 8.2% of our outstanding shares. We
also announced a new 10 million share buyback program in July 2012. We have built a strong balance sheet and achieved nine straight years of positive
operating cash flow generating an aggregate of over $1.1 billion.
Summary Analysis of Competitive Levels of Pay, Dilution, and Stock Ownership Guidelines
In its 2013 review of the compensation levels of our named executive officers and use of our stock as incentives, Mercer, the Compensation Committees
independent compensation consultant, concluded that:


in the aggregate, our base salary levels and target total cash compensation are at approximate market median levels compared to our Compensation
Peer Group, although some variability exists from position to position;


total direct compensation opportunities for the named executive officers are competitive with market levels at 92% of the market median, compared
to 95% in the prior years analysis; we generally consider compensation to be competitive if it falls within a range of 90% to 110% of the market
median for base salary and total target cash compensation and 85% to 115% for total direct compensation;



our dilution and run rate levels are appropriate versus the Compensation Peer Group with both at or below the 25th percentile; and

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our named executive officers currently comply with applicable ownership guidelines we have in place and those ownership guidelines are generally
aligned with Compensation Peer Group levels.
2013 Compensation Decisions
The following highlight the Compensation Committees key compensation decisions for 2013:


As a countermeasure to address the difficult global economic conditions we faced in 2013, management recommended, and the Board and the
Compensation Committee determined to make, no upward adjustments to the named executive officers salaries in 2013. This is the second
consecutive year that no such upward adjustments have been made.


We established stretch goals for our 2013 annual ICP bonus program that were approved by the Compensation Committee and the Board February
2013. At managements recommendation, the Compensation Committee approved an annual bonus program for 2013 under which payouts upon
achievement of target under the annual business plans would be at a 0.5 times targeted compensation level instead of the 1.0 times targeted
compensation level as has been historically used. Correspondingly, threshold payout was reduced from 50% to 25%. This recommendation was
based on the challenging economic environment the Company was facing and in recognition that the annual business plan targets were lower than
actual 2012 results. The Compensation Committee also approved managements recommendation of a 0.25 payout for achievement of threshold
performance to reflect the global economic volatility and intent to avoid circumstances where it becomes clear early in the year that payout may be
doubtful due to economic conditions. Our 2013 performance resulted in no payouts for the named executive officers, other than for Mr. Hawthorne
whose bonus was based in part on the performance measures of the Engineered Solutions segment.


In connection with equity awards granted in 2013, the Board and the Compensation Committee, with the assistance of Mercer, reviewed current
incentive pay practices, analyzed survey data, and took into consideration feedback from institutional investors. Incentive compensation
programs continue to emphasize our objectives of return based performance, propelling growth, and increasing stockholder value. To promote
managements continued alignment with our stockholders interests, the Board and the Compensation Committee granted awards that placed
substantial weight on pay for performance:


awards granted to our named executive officers in November 2012 and November 2013 included a mix of stock options (20%), restricted
stock units (30%) and performance share units (50%). By comparison, in each of 2011 and 2010, awards to our named executive officers
included a mix of stock options (30%), restricted stock units (30%) and performance share units (40%);


performance measures for awards granted in 2013 were based on EPS growth (40%) measured against our Performance Peer Group and
ROIC (60%). Performance measures for awards granted in 2012 were based on ROIC (60%) and EPS growth (40%) measured against our
Performance Peer Group. By comparison, performance measures under performance share unit awards granted in 2011 were based on
Revenue (40%) and EBITDA (60%) growth over the three-year period measured against our Performance Peer Group;


we adopted performance measures we used for our 2013 and 2014 ICP/annual bonus program based on EBIT/Operating Income
(50%) and Free Cash Flow (50%). By comparison, our 2012 annual incentive programs performance measures were based on EBITDA
(75%) and operating cash flow (25%).
2013 Stockholder Vote on Executive Compensation
At the 2013 annual meeting of stockholders, in connection with a non-binding advisory vote by stockholders, our executive compensation was approved
by 82% of the votes cast.

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Reaction to Shareholder Say on Pay Vote
In connection with reviewing our executive compensation programs for 2014, the Compensation Committee considered the favorable results of the
advisory votes from our 2012 and 2013 annual meetings of stockholders, as well as feedback from institutional investors. Taking those considerations into
account, to emphasize our objectives of return based performance, propelling growth, and increasing stockholder value, and to further align managements
interests with our stockholders interests, the Board and the Compensation Committee made the changes in the performance measures for performance share
units and ICP/annual bonus program described under 2013 Compensation Decisions above. Beginning with equity grants awarded in November 2012, the
performance measures of our performance share units were changed to ROIC and EPS growth measured against our Performance Peer Group because the
Compensation Committee believes that ROIC and EPS are a more comprehensive measure of the Companys performance since, among other things, the full
impact of acquisitions and capital allocation decisions are reflected in those performance measures. In 2013, to put a greater emphasis on improving growth in
our ROIC rates, the ROIC measure was modified to establish an absolute target rather than a relative measure against the Performance Peer Group. The 2013
ICP performance measures were changed to EBIT (50%) and Free Cash Flow (50%). The 2014 ICP performance measures have been changed to Operating
Income (50%) and Free Cash Flow (50%). The Compensation Committee believes EBIT and Operating Income are both widely accepted methods of measuring
profitability and Free Cash Flow is directly linked to key operating activities that impact financial stability.
Beginning with equity awards granted in 2012, the Board and the Compensation Committee also made the changes in the mix of awards and in the
performance measures for the performance share units described above to place further emphasis on pay for performance and focus the management team on
returns to shareholders. The Committee put a heavier weight on the performance share unit component of the equity award to reflect that pay for performance is
a key element of our compensation philosophy and having more pay at risk further motivates the GrafTech team to excel in its performance.
The Compensation Committee will continue to focus on responsible executive compensation practices that attract, motivate and retain high performance
executives, that reward those executives for the achievement of short-term and long-term performance, that support our other executive compensation objectives,
including long-term career development and retention goals, drive return based performance, propel growth, and increase stockholder value, and that take into
consideration feedback from our investors.
Executive Compensation Philosophy and Approach
Our stated philosophy is to provide market competitive pay for achieving targeted results. We target named executive officer total direct compensation
packages that are competitive against the median compensation for equivalent positions with other global corporations of comparable size and complexity that
comprise our Compensation Peer Group described below under Peer GroupsCompensation Peer Group. We believe that a median target provides a
sufficiently competitive compensation opportunity to attract, retain and motivate our executives in a manner that enhances stockholder value. We also
emphasize a pay-for-performance approach and structure our compensation program so that a significant proportion of total compensation is variable in the
form of annual and long-term performance-based incentive compensation. The majority of the annual total direct compensation opportunity of our current
named executive officers is at risk as illustrated (based on 2014 base salaries and incentive targets) by the following table:
Total Targeted Direct Compensation

Salary ICP LTIP
Craig S. Shular

19%

19%

62%

100%
Joel L. Hawthorne

19%

19%

62%

100%
Erick R. Asmussen

32%

21%

47%

100%
Petrus J. Barnard

32%

21%

47%

100%
John D. Moran

35%

20%

45%

100%

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Our performance measures are set at target levels that are expected to be achieved, but represent a level of difficulty that requires diligent management
focus and attention and does not ensure value if our stretch performance objectives are not attained. Our named executive officers are required to devote
significant effort and produce significant results to attain payment for performance at, or above, our goals. Annual incentives include business unit objectives
for positions that require the management of business units and corporate objectives for other positions.
We also evaluate individual performance based on pre-established criteria, which we use in establishing base salary levels and for making negative
adjustments to annual incentive awards. A portion of our long-term incentive opportunities are equity awards that realize value based on performance over a
designated period. We believe that these criteria align the interests of our named executive officers with the interests of GrafTech and its stockholders and that
achievement of the criteria will enhance stockholder value. Specifically, the Compensation Committee reviews: the competitiveness of the current compensation
levels of our named executive officers; our pay and performance relative to those of our peer organizations; typical market practices surrounding short- and
long- term incentive programs; dilution and run-rate levels at GrafTech and our peer organizations; and our share ownership guidelines compared to peers.
We encourage retention and long-term value creation by offering long-term incentives that can be earned or vested over several years as well as a
competitive package of benefits. In order to align our key executives interests with those of our stockholders, we grant equity interests and encourage ongoing
stock retention by our named executive officers, all of whom are subject to minimum ownership guidelines.
The Compensation Committee reviews the following compensation elements for each named executive officer: base salary; annual and long-term
incentive compensation levels; retirement; health, life, and disability insurance; and vacation. The Compensation Committee considers each individual named
executive officers level and complexity of responsibility, experience and skills, and performance in his or her position over time in considering changes to that
named executive officers total compensation opportunity. Our management provides the Compensation Committee with tally sheets that include an analysis of
the total compensation paid to, and other information with respect to, each named executive officer and information concerning the performance of such named
executive officer. The tally sheets are used to benchmark the named executives compensation against the Compensation Peer Group. Together with evaluations
of the executives performance, the tally sheets are also used to develop recommended compensation actions for changes in base salaries and alignment of
annual and long-term incentive grant levels. In determining each named executive officers compensation package, the Compensation Committee reviews
managements recommendations, considers how each element of compensation as well as the total compensation package compare with the market median for
the named executive officer, the named executive officers performance and the Companys internal pay equities. Chief Executive Officer compensation is
determined by the Compensation Committee in consultation with Mercer.
Compensation Consultant
The Compensation Committee followed a careful selection process before it retained Mercer in 2009 as its third-party consultant on executive
compensation matters to serve at the sole pleasure of the Compensation Committee and work with the Committee and management on the organization,
strategy, structure and effectiveness of our executive compensation program. After each candidate had an opportunity to review our executive compensation
plans, analyze compensation data, and conduct interviews with our named executive officers and members of the Compensation Committee, they provided a
pay-for-performance analysis of our compensation program along with their recommendations with respect to the overall design of our executive compensation
program.
The Compensation Committee has engaged Mercer each year since 2009. Mercer has assisted the Compensation Committee in its process of reviewing
the peer group of companies used to benchmark pay practices and the peer group against which our long-term performance incentives are measured, reviewing
the

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compensation programs of members of the peer groups and making recommendations and providing detailed analysis of, and advice with respect to, the
compensation of our named executive officers and the overall effectiveness of our executive compensation program, as described in more detail below.
In connection with the Compensation Committees most recent engagement of Mercer for compensation advisory services, and in accordance with the
rules issued under the Dodd-Frank Act, each of the following independence factors was considered:



The provision of other services to the Company by Mercer and its affiliates;


The amount of fees received from the Company by Mercer and its affiliates, as a percentage of it and its parent companys consolidated total
revenue;



The policies and procedures adopted by Mercer and its affiliates that are designed to prevent conflicts of interest;



Any business or personal relationship of our Mercer consultants with a member of the Compensation Committee;



Mercer and our Mercer consultants ownership of the Companys stock; and


Any business or personal relationships between the Companys executive officers and our Mercer consultants, Mercer, and Mercers parent
company.
The Compensation Committee concluded that there was no conflict of interest associated with its engagement of Mercer.
Peer Groups
When determining an executives overall compensation package, the different elements of compensation are considered in light of the compensation
packages provided to similarly situated executives at comparable companies, which we refer to as our Compensation Peer Group, as well as the role the
executive is expected, and should be able, to play in achieving our short- and long-term goals. The Compensation Peer Group and Performance Peer Group
have been constructed to include organizations of comparable size, revenue, assets, employees, market capitalization, complexity, business focus and
geographical scope.
Compensation Peer Group
The Compensation Peer Group currently consists of 18 publicly-traded companies in industries similar or related to our own and with revenues
comparable to our historical revenue level. Our Compensation Peer Group is adjusted from time to time to reflect the impact of mergers, acquisitions, or other
significant events to ensure the reference companies continue to meet the established criteria for comparison.
In 2013, we made changes to more closely align the Compensation Peer Group with GrafTechs size and to help ensure that our Compensation Peer
Group is appropriate for benchmarking our executive compensation as well as comprising a meaningful component of our Performance Peer Group.
Accordingly, we removed from the Compensation Peer Group certain larger companies (AMETEK, Inc., Hubbell Incorporated, Pentair, Inc. Roper Industries,
Inc., and Valmont Industries, Inc.) to bring the desired range of peer company revenues to 50% to 200% of GrafTechs annual revenues. We added three new
companies and moved five companies, from the additional companies that were previously only included in our Performance Peer Group, to our
Compensation Peer Group. These new members meet the established criteria of the Compensation Peer Group.

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The 2012 median revenue of the Compensation Peer Group was $1.5 billion (based on revenues reported in each companys annual report on Form 10-
K) compared to our 2012 revenue of $1.2 billion. The 2013 Compensation Peer Group consisted of the following:

Acuity Brands, Inc.**

IDEX Corporation
Actuant Corporation **

Materion Corporation
Amkor Technology, Inc.

MKS Instruments, Inc.
Belden Inc.*

Nordson Corporation
Carpenter Technology Corporation

Polypore International, Inc.**
Encore Wire Corporation**

Powell Industries, Inc.**
Enersys*

Watts Water Technologies, Inc.*
Ferro Corporation

Woodward Inc.
Franklin Electric Co, Inc.

Hexcel Corporation


* Added to Compensation Peer Group.
** Moved from Performance Peer Group additional companies to Compensation Peer Group.
Performance Peer Group
In 2009, we adopted an expanded peer group against which to measure our long-term incentive plan performance and which we refer to as our
Performance Peer Group. Our Performance Peer Group is comprised of our Compensation Peer Group plus 11 additional companies that are primarily engaged
in the design, manufacture, and supply of electrical equipment. While the majority of our revenue is derived from our Industrial Materials segment, which
sells products for applications in the steel and various other ferrous and nonferrous metals industries, upon consultation with Mercer, we reviewed and
selected additional peer group companies for inclusion in our Performance Peer Group that are more aspirational in the sense that their performance generally
has been or, we believe, is anticipated to be superior to the steel and metals industries. We also believe a larger Performance Peer Group eliminates some of the
outliers in terms of extreme positive or negative performance.
The identity of the additional companies included in our Performance Peer Group is adjusted from time to time to reflect the impact of mergers,
acquisitions, or other significant events to ensure the reference companies continue to meet the established criteria for comparison. As noted above under
Compensation Peer Group, in 2013, we moved five companies, from the additional companies that were previously only included in our Performance Peer
Group, to our Compensation Peer Group. In addition to the peers included in our Compensation Peer Group, the Performance Peer Group includes the
following 11 companies in the electrical equipment industry with 2012 revenues ranging from approximately $821 million to $3.4 billion:

A. O. Smith Corporation

First Solar Inc.
Barnes Group Inc.

International Wire Group, Inc.
Brady Corporation

Mueller Water Products, Inc.
Crane Co.

Regal-Beloit Corporation
Donaldson Company Inc.

SunPower Corporation
Entegris, Inc.


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Structure of Executive Compensation Program
Components
We believe that our executive compensation program, each element alone and in total, effectively achieves our objectives. The primary elements of our
executive compensation program, which are key to the attraction, retention and motivation of our named executive officers, are shown in the following table.

Element Objective Key Features
Base Salary

Values the competencies, skills, experience and
performance of individual executives.

Attracts and retains executive talent by providing a fixed
level of compensation that is financially stable and not
at risk.

Targeted at the median of our Compensation Peer
Group, since we strive to have the majority of
executive officer pay at risk and tied to Company
performance.
Executive Incentive
Compensation Plan (Executive
Plan or ICP)

Provides competitive incentives to executive officers by
having a portion of their annual compensation dependent
upon annual performance and at risk.

Motivates and rewards executives for the achievement of
targeted financial and strategic operational goals.

Our annual bonus plan, which provides for annual awards
targeted at market median, which may be paid in cash,
common stock, or a combination of cash and common stock
based upon the attainment and certification of certain
performance measures established by the Compensation
Committee over the applicable performance period.
Amounts earned will vary, based on actual results
achieved.

For 2013, the performance measures were EBIT (50%)
and Free Cash Flow (50%).

For 2014, the performance measures have been changed
to Operating Income (50%) and Free Cash Flow
(50%).

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Element Objective Key Features
2005 Equity Incentive Plan (Equity
Incentive Plan, 2005 Plan or
LTIP)

Retain executive officers and align their interests with
those of stockholders.

Motivate and reward executives for the achievement of long-
term financial goals and creation of stockholder value.

Awards targeted at market median award levels. Grants in
2013 included a mix of time-based awards that vest
ratably over, or at the end of, a three-year period and
performance-based awards:

stock options,
restricted stock units, and
performance share units.

For 2013 performance share unit awards, our
performance will be based on EPS growth (40%)
measured against the Performance Peer Group and
ROIC improvement (60%) over the three- year
performance period.
Retirement Savings Plan

Provide competitive market-based retirement
savings benefits in a tax- efficient manner.

Broad-based plan under which we make matching
contributions that vary, based on the employees
contribution, on eligible earnings up to the Code limit
of $260,000 for 2014.
Compensation Deferral Plan

Provides savings in a tax-efficient manner.

Matching contributions that are comparable to the
Retirement Savings Plan on eligible earnings in excess
of the Code limit of $260,000 for 2014.
Health, Welfare, and Other
Benefits

Attract and retain key executives by providing
competitive health, welfare and other benefits.

Generally, benefits are made available to executive officers
on the same basis as benefits are made available to
other eligible employees.
Performance measure definitions
For purposes of our incentive compensation plans:



EBIT means earnings before interest and taxes;



EBITDA means EBIT before depreciation and amortization;



EPS means earnings per share;



Free Cash Flow means cash flow from operations after capital expenditures;



Operating Income means net sales less cost of sales, research and development costs, and selling and administrative costs; and



ROIC means return on invested capital.

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The foregoing definitions are subject to and qualified by reference to the calculation methods set forth in the applicable plan, Compensation Committee
minutes and related documents. Our calculation methods for these performance measures provide for certain adjustments to the foregoing definitions including
the inclusion or exclusion of certain special items not specifically mentioned above, which may differ from performance period to performance period.
Base Salaries
We provide base salaries to our named executive officers that we believe are competitive to attract and retain key executive talent and to provide a
compensation component that is financially stable. Base salaries for our named executive officers are targeted at the market median of the Compensation Peer
Group, with individual variations based on job scope, tenure, promotions, retention risks, and performance. Base salaries also form the basis for calculating
other compensation opportunities for our named executive officers. For example, an executives base salary is used to determine each executive officers annual
and long-term incentive opportunity levels and is included in the formula for calculating severance benefits in the event of termination of the executives
employment in connection with a change in control.
Year-to-Year Base Rate Annualized Salary Changes
In 2013, the Compensation Committee, with assistance from Mercer, assessed the competitiveness of the base salaries of our named executive officers.
Mercer provided the Compensation Committee with a detailed analysis of their executive compensation review of our named executive officers. This executive
compensation review and analysis showed that, although several of our named executive officers base salaries were below market median, in the aggregate our
named executive officers base salary levels approximate market median levels. Mercer generally considers base salary and total cash compensation to be
competitive if it falls within a range of 90% to 110% of the market median for base salary. As noted above, for the second consecutive year, in light of the
challenging economic environment and at managements recommendation, the Compensation Committee decided not to provide any salary increases in 2013
for our named executive officers.
Short-Term Incentives through the Executive Incentive Compensation Plan
The purpose of the Executive Incentive Compensation Plan, or the ICP or annual ICP, is to provide competitive incentives to executive officers by having
a portion of their annual compensation dependent upon annual performance and to motivate and reward executives for the achievement of targeted financial and
operational goals that create stockholder value.
Under the annual ICP, payments may be made in cash or stock or a combination thereof, assuming applicable performance measures are achieved and
individual criteria satisfied.
Based on 2013 performance, no bonuses were paid to our named executive officers other than to Mr. Hawthorne, whose incentive was based in part on
the performance measures of the Engineered Solutions segment.

Named Executive Officer Threshold($) Target($) Maximum($) Actual($)
Actual as
% of
Target
Craig S. Shular

200,000

800,000

1,920,000



0%
Joel L. Hawthorne

48,750

195,000

468,000

22,230

11.4%
Erick R. Asmussen (1)

61,000

244,000

512,000



0%
Lindon G. Robertson (1)

65,000

260,000

624,000



0%
Petrus J. Barnard

62,500

250,000

600,000



0%
John D. Moran

44,000

176,000

422,400



0%

(1) The ICP threshold, target, and maximum figures for Messrs. Robertson and Asmussen are based upon full year award opportunity for their position as
a named executive officer. Actual awards, if any, are prorated based upon their time in job and reflect the extent to which payout is made with respect to
each individual performance measure.

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Our performance measures for our annual ICP are set at target levels that are expected to be achievable, but represent a level of difficulty that requires
diligent management focus and attention and does not ensure value if our stretch performance objectives are not attained. For 2013 the threshold payout
opportunity was lowered from 50% of target to 25% of target. Threshold, target and maximum amounts represent the sum of the threshold, target and
maximum amounts of each respective performance measure, which for 2013 were EBIT (50%) and Free Cash Flow (50%). We intend that our named executive
officers are required to devote significant effort and produce meaningful results to attain payment for performance at, or above, our goals. Annual incentives
include business unit objectives for positions that require the management of business units and corporate objectives for other positions.
ICP Target Opportunities
Annual incentive award targets for our named executive officers are established to drive achievement of stockholder return objectives. The Compensation
Committee aims for total cash compensation to be at market median levels. Based on Mercers benchmarking analysis against the Compensation Peer Group,
the target level for 2013 ICP was set at an amount between 55% and 100% of a named executive officers actual base salary. For 2014, the percentages of
compensation target levels are the same as in 2013.
ICP Performance Measures for 2013
The performance measures for 2013 were EBIT and Free Cash Flow. We believed that by achieving profitability objectives and maximizing our cash
flows, we would deliver enhanced financial performance and return on shareholder value and be in the best position to capitalize on growth opportunities. We
identified these performance measures as key elements in our business strategy to drive profitable growth, and, accordingly, based 2013 awards under the ICP
on the level of their achievement.
Annual bonuses under our ICP were earned with respect to the 2013 performance of our Engineered Solutions segment based on its Free Cash Flow,
which was above the threshold level. The 2013 incentive targets for Messrs. Shular, Asmussen, Robertson and Moran were based on our total company
threshold, target and maximum performance measures. The 2013 incentive targets for Messrs. Barnard and Hawthorne were based 40% on total company
results and 60% on their respective operating segment results.

Company-as-a-Whole Performance Measures Weight (%) Threshold
Target($)
(in millions) Maximum Actual
EBIT

50

64

104

144

49
Free Cash Flow

50

20

53

85

15
Total

100

ICP Performance Measures for 2014
For 2014, Mercer recommended, and the Compensation Committee approved, performance measures that correlate with our continued focus on growth.
Accordingly, the ICP performance measures for the 2014 performance period will be based on Operating Income (50%) and Free Cash Flow (50%). We believe
that Operating Income is a generally accepted method of measuring operational profitability. Management uses Operating Income as well as other financial
measures in connection with its decision-making activities. We believe that generation of Free Cash Flow is directly linked to key operating activities that
impact financial stability and allow a company to pursue opportunities that enhance shareholder value. We believe that these measures are key elements in our
business plan to drive profitable growth in order to create additional shareholder value in coming years.
The maximum amount payable is based on 240% of the named executive officers targeted bonus. The Compensation Committee may make downward
adjustments from 240% to 0% of the named executive officers targeted incentive, based on the achievement of performance measures, individual performance,
and other factors that the Compensation Committee deems relevant in determining the amount payable.

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In addition, we subjectively consider the following attributes on an individual basis to determine whether any awards should be adjusted downward,
which adjustment would be permissible and still allow the awards to not be subject to the limitation on deductibility under Section 162(m) of the Internal
Revenue Code of 1986, as amended, or the Code:



contribution to the generation of free cash flow and achievement of stated annual objectives;



excellence in our core competenciescustomer focus, drive for results, ethics, values and peer relationships;



delivery on business plan commitments;



adaptability to change;



commitment to continuous improvement and our guiding principles;



efficiency and effectiveness of execution;



health, safety, and environment excellencesafety statistic performance and follow through on applicable audit action plans;



leadershipdemonstrates strong leadership and seizes opportunities to lead;



Sarbanes-Oxley compliance;



teamwork;



active participation in LEAN/six sigma and continuous improvement activities; and



special accomplishments and strong initiative.
Long-Term Incentives through Management Stock Ownership
We believe that compensation in the form of stock-based awards helps create a culture focused on long-term stockholder value.
Our Equity Incentive Plan is designed to:


provide rewards for the achievement of financial and strategic goals and stockholder value, including through incentives that drive return based
performance, propel growth, and increase stockholder value;



encourage retention of our top performers;



reward our top leadersthose who have the ability to make a material difference in our Company; and



align managements interests with those of our stockholders by aligning rewards with growth in stockholder value.
Awards granted to our named executive officers are determined based on their levels of responsibility, ability to make a positive impact on GrafTech,
current or new positions, current base salaries, and salaries and other compensation offered by other similarly situated companies for individuals in
equivalent positions. These awards are consistent with our pay-for-performance principles because they are designed to focus the attention of executives on
strategic and performance goals spanning more than the current year, and to align the interest of executives with our goal of creating long-term stockholder
value. The primary difference between units versus shares is that units represent a promise to pay, provide tax efficiencies for international employees, and do
not carry the right to vote or receive dividends.
Our Compensation Committee has adopted a practice of granting equity incentive awards to our named executive officers and other members of our
global management team at the Committees last meeting of the year, the date of which was established in the preceding calendar year. We have adopted a
portfolio approach to equity, as recommended by Mercer, that is consistent with practices within our Compensation Peer Group. This approach includes a mix
of (i) time-based stock options, (ii) time-based restricted stock units, and (iii) performance share units.

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In each of 2009, 2010 and 2011, the Compensation Committee granted awards to our named executive officers that include a mix of stock options
(30%), restricted stock units (30%) and performance share units (40%). The mix of our November 2012 and November 2013 awards to our named executive
officers was changed to stock options (20%), restricted stock units (30%) and performance share units (50%) to put a heavier weight on the performance share
unit component to reflect that pay for performance is a key element of our compensation philosophy and having more pay at risk motivates the GrafTech team
to excel in its performance.
The stock options and restricted stock units vest ratably on each of the first three anniversaries of grant. Performance share units are measured and
earned on the basis of performance over a three-year period, cliff vest after the end of the performance period, and are payable in shares of common stock after
completion of the performance period to the extent earned.
In March 2013, the Compensation Committee granted time-vested restricted stock units to Mr. Hawthorne that vest ratably on each of the first three
anniversaries of grant in recognition of his leadership and support of our strategic growth initiatives, particularly in o