10-Q

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 June 30, 2022

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)

982 Keynote Circle		44131
Brooklyn Heights,	OH	(Zip code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (216) 676-2000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value per share	EAF	New York Stock Exchange

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  ý    No   ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).    Yes  ý    No   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☒	Accelerated Filer	☐	Emerging Growth Company	☐
Non-Accelerated Filer	☐	Smaller Reporting Company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

As of July 29, 2022, 256,597,342 shares of common stock outstanding.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Condensed Consolidated Balance Sheets (unaudited)	5
Condensed Consolidated Statements of Operations and Comprehensive Income (unaudited)	6
Condensed Consolidated Statements of Cash Flows (unaudited)	7
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (unaudited)	8
Notes to the Condensed Consolidated Financial Statements (unaudited)	10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3. Quantitative and Qualitative Disclosures About Market Risk	38
Item 4. Controls and Procedures	39
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings	41
Item 1A. Risk Factors	41
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 6. Exhibits	43

Presentation of Financial, Market and Industry Data

We present our financial information on a consolidated basis. Unless otherwise noted, when we refer to dollars, we mean U.S. dollars.

Certain market and industry data included in this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022 (the "Report") has been obtained from third-party sources that we believe to be reliable. Market estimates are calculated by using independent industry publications, government publications and third-party forecasts in conjunction with our assumptions about our markets. We cannot guarantee the accuracy or completeness of this market and market share data and have not independently verified it. None of the sources consented to the disclosure or use of data in this Report. While we are not aware of any misstatements regarding any market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the headings “Cautionary Note Regarding Forward-Looking Statements” in this Report and “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021 ("Annual Report on Form 10-K") filed on February 22, 2022.

Cautionary Note Regarding Forward-Looking Statements

This Report may contain forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect our current views with respect to, among other things, financial projections, plans and objectives of management for future operations, and future economic performance. Examples of forward-looking statements include, among others, statements we make regarding future estimated revenues and volumes derived from our take-or-pay agreements that had initial terms of three-to-five years ("LTA"), future pricing of short-term agreements and spot sales ("Non-LTA"), anticipated levels of capital expenditures, and guidance relating to earnings per share and adjusted EBITDA. You can identify these forward-looking statements by the use of forward-looking words such as “will,” “may,” “plan,” “estimate,” “project,” “believe,” “anticipate,” “expect,” “foresee,” “intend,” “should,” “would,” “could,” “target,” “goal,” “continue to,” “positioned to,” “are confident,” or the negative versions of those words or other comparable words. Any forward-looking statements contained in this Report are based upon our historical performance and on our current plans, estimates and expectations considering information currently available to us. The inclusion of this forward-looking information should not be regarded as a representation by us that the future plans, estimates, or expectations contemplated by us will be achieved. Our expectations and targets are not predictions of actual performance and historically our performance has deviated, often significantly, from our expectations and targets. These forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth

2

strategy and liquidity. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to:

•the ultimate impact the COVID-19 pandemic has on our business, results of operations, financial condition and cash flows, including the duration and spread of any variants, the duration and scope of related government orders and restrictions, the impact on our employees, and the disruptions and inefficiencies in our supply chain;

•the ultimate impact the conflict between Russia and Ukraine has on our business, results of operations, financial condition and cash flows, including the duration and scope of such conflict, its impact on disruptions and inefficiencies in our supply chain and our ability to procure certain raw materials;

•the possibility that we may be unable to implement our business strategies, including our ability to secure and maintain longer-term customer contracts, in an effective manner;

•the cyclical nature of our business and the selling prices of our products, which may decline in the future, may lead to periods of reduced profitability and net losses in the future;

•the impact of inflation and our ability to mitigate the effect on our costs;

•the risks and uncertainties associated with litigation, arbitration, and like disputes, including disputes related to contractual commitments;

•the possibility that global graphite electrode overcapacity may adversely affect graphite electrode prices;

•our dependence on the global steel industry generally and the electric arc furnace steel industry in particular;

•the sensitivity of our business and operating results to economic conditions, including any recession, and the possibility others may not be able to fulfill their obligations to us in a timely fashion or at all;

•the competitiveness of the graphite electrode industry;

•our dependence on the supply of raw materials, including decant oil, petroleum needle coke, and energy, and disruptions in supply chains for these materials;

•our manufacturing operations are subject to hazards;

•changes in, or more stringent enforcement of, health, safety and environmental regulations applicable to our manufacturing operations and facilities;

•the legal, compliance, economic, social and political risks associated with our substantial operations in multiple countries;

•the possibility that fluctuation of foreign currency exchange rates could materially harm our financial results;

•the possibility that our results of operations could deteriorate if our manufacturing operations were substantially disrupted for an extended period, including as a result of equipment failure, climate change, regulatory issues, natural disasters, public health crises, such as the COVID-19 pandemic, political crises or other catastrophic events;

•our dependence on third parties for certain construction, maintenance, engineering, transportation, warehousing and logistics services;

•the possibility that we are unable to recruit or retain key management and plant operating personnel or successfully negotiate with the representatives of our employees, including labor unions;

•the sensitivity of goodwill on our balance sheet to changes in the market;

•the possibility that we are subject to information technology systems failures, cybersecurity attacks, network disruptions and breaches of data security;

•our dependence on protecting our intellectual property and the possibility that third parties may claim that our products or processes infringe their intellectual property rights;

•the possibility that our indebtedness could limit our financial and operating activities or that our cash flows may not be sufficient to service our indebtedness;

•the possibility that restrictive covenants in our financing agreements could restrict or limit our operations;

3

•the fact that borrowings under certain of our existing financing agreements subject us to interest rate risk;

•the possibility that disruptions in the capital and credit markets could adversely affect our results of operations, cash flows and financial condition, or those of our customers and suppliers;

•the possibility that the market price of our common stock could be negatively affected by sales of substantial amounts of our common stock in the public markets, including by Brookfield Asset Management Inc. and its affiliates (together, “Brookfield”);

•the possibility that we may not pay cash dividends on our common stock in the future; and

•the fact that our stockholders have the right to engage or invest in the same or similar businesses as us.

These factors should not be construed as exhaustive and should be read in conjunction with the Risk Factors and other cautionary statements that are included in our Annual Report on Form 10-K and other filings with the Securities and Exchange Commission ("SEC"). The forward-looking statements made in this Report relate only to events as of the date on which the statements are made. Except as required by law, we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. You should specifically consider the factors identified in this Report that could cause actual results to differ before making an investment decision to purchase our common stock. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us.

4

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share data)

(Unaudited)

	As of June 30, 2022		As of December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	55,835	$	57,514
Accounts and notes receivable, net of allowance for doubtful accounts of $7,639 as of June 30, 2022 and $6,835 as of December 31, 2021	206,570		207,547
Inventories	396,749		289,432
Prepaid expenses and other current assets	89,657		73,364
Total current assets	748,811		627,857
Property, plant and equipment	815,868		815,298
Less: accumulated depreciation	327,060		313,825
Net property, plant and equipment	488,808		501,473
Deferred income taxes	21,918		26,187
Goodwill	171,117		171,117
Other assets	85,610		85,684
Total assets	$	1,516,264	$	1,412,318
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	149,662	$	117,112
Long-term debt, current maturities	119		127
Accrued income and other taxes	44,418		57,097
Other accrued liabilities	75,270		56,405
Related party payable - Tax Receivable Agreement	4,481		3,828
Total current liabilities	273,950		234,569
Long-term debt	920,342		1,029,561
Other long-term obligations	71,145		68,657
Deferred income taxes	44,629		40,674
Related party payable - Tax Receivable Agreement long-term	10,973		15,455
Commitments and contingencies - Note 7
Stockholders’ equity:
Preferred stock, par value $0.01, 300,000,000 shares authorized, none issued	—		—
Common stock, par value $0.01, 3,000,000,000 shares authorized, 256,597,342 and 263,255,708 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively	2,566		2,633
Additional paid-in capital	743,891		761,412
Accumulated other comprehensive loss	(10,638)		(7,444)
Accumulated deficit	(540,594)		(733,199)
Total stockholders’ equity	195,225		23,402
Total liabilities and stockholders’ equity	$	1,516,264	$	1,412,318

See accompanying Notes to the Condensed Consolidated Financial Statements

5

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Dollars in thousands, except per share data)

(Unaudited)

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Net sales	$	363,646	$	330,750	$	729,891	$	635,147
Cost of sales	201,496		201,867		392,710		348,263
Gross profit	162,150		128,883		337,181		286,884
Research and development	723		1,018		1,603		1,987
Selling and administrative expenses	18,030		75,783		39,284		95,936
Operating income	143,397		52,082		296,294		188,961
Other (income) expense, net	(563)		357		(760)		50
Interest expense	9,399		15,994		18,611		38,161
Interest income	(1,858)		(199)		(1,956)		(236)
Income before provision for income taxes	136,419		35,930		280,399		150,986
Provision for income taxes	21,422		7,765		41,219		24,022
Net income	$	114,997	$	28,165	$	239,180	$	126,964
Basic income per common share:
Net income per share	$	0.44	$	0.11	$	0.92	$	0.47
Weighted average common shares outstanding	258,845,588		267,560,712		260,719,446		267,440,501
Diluted income per common share:
Net income per share	$	0.44	$	0.11	$	0.92	$	0.47
Weighted average common shares outstanding	258,845,588		267,807,944		260,734,273		267,765,378
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net income	$	114,997	$	28,165	$	239,180	$	126,964
Other comprehensive (loss) income:
Foreign currency translation adjustments, net of tax of $1, $0, $2 and $0 respectively	(18,622)		8,854		(11,600)		(4,577)
Commodities, interest rate and foreign currency derivatives, net of tax of $634, $(3,079), $(3,028) and $(6,411), respectively	(4,557)		11,472		8,406		23,827
Other comprehensive (loss) income, net of tax:	(23,179)		20,326		(3,194)		19,250
Comprehensive income	$	91,818	$	48,491	$	235,986	$	146,214

See accompanying Notes to the Condensed Consolidated Financial Statements

6

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	For the Six Months Ended June 30,
	2022		2021
Cash flow from operating activities:
Net income	$	239,180	$	126,964
Adjustments to reconcile net income to cash provided by operations:
Depreciation and amortization	28,446		32,831
Deferred income tax provision	6,557		(4,195)
Non-cash stock-based compensation expense	1,038		16,031
Non-cash interest expense	(3,674)		7,199
Other adjustments	3,411		3,354
Net change in working capital*	(61,989)		50,434
Change in related party Tax Receivable Agreement	(3,828)		(21,752)
Change in long-term assets and liabilities	(2,702)		(2,111)
Net cash provided by operating activities	206,439		208,755
Cash flow from investing activities:
Capital expenditures	(29,348)		(26,052)
Proceeds from the sale of fixed assets	139		219
Net cash used in investing activities	(29,209)		(25,833)
Cash flow from financing activities:
Debt issuance and modification costs	(2,232)		(3,084)
Principal payments on long-term debt	(110,000)		(200,000)
Repurchase of common stock - non-related party	(60,000)		—
Payments for taxes related to net share settlement of equity awards	(230)		(4,074)
Proceeds from exercise of stock options	225		—
Dividends paid to non-related party	(3,917)		(3,418)
Dividends paid to related party	(1,279)		(1,927)
Interest rate swap settlements	(1,433)		(2,109)
Net cash used in financing activities	(178,866)		(214,612)
Net change in cash and cash equivalents	(1,636)		(31,690)
Effect of exchange rate changes on cash and cash equivalents	(43)		379
Cash and cash equivalents at beginning of period	57,514		145,442
Cash and cash equivalents at end of period	$	55,835	$	114,131
* Net change in working capital due to changes in the following components:
Accounts and notes receivable, net	$	(1,119)	$	9,305
Inventories	(104,717)		7,823
Prepaid expenses and other current assets	(14,028)		(12,071)
Income taxes payable	(16,436)		(17,761)
Accounts payable and accruals	74,386		62,748
Interest payable	(75)		390
Net change in working capital	$	(61,989)	$	50,434
Net cash paid during the periods for:
Interest	$	22,360	$	30,548
Income taxes	$	49,934	$	44,572

See accompanying Notes to the Condensed Consolidated Financial Statements

7

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (Dollars in thousands, except per share data) (Unaudited)
	Issued Shares of Common Stock	Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings (Accumulated Deficit)		Total Stockholders’ Equity (Deficit)
Balance as of December 31, 2021	263,255,708	$	2,633	$	761,412	$	(7,444)	$	(733,199)	$	23,402
Net income	—	—		—		—		124,183		124,183
Other comprehensive income (loss):
Commodity, interest rate and foreign currency derivatives income, net of tax of $(4,181)	—	—		—		14,800		—		14,800
Commodity, interest rate and foreign currency derivatives reclassification adjustments, net of tax of $519	—	—		—		(1,837)		—		(1,837)
Foreign currency translation adjustments, net of tax of $1	—	—		—		7,022		—		7,022
Total other comprehensive income	—	—		—		19,985		—		19,985
Repurchase of common stock - non-related party	(3,035,830)	(31)		(8,530)		—		(21,439)		(30,000)
Stock-based compensation	—	—		465		—		—		465
Options exercised	25,000	—		225		—		—		225
Payments for taxes related to net share settlement of equity awards	(22,293)	—		(63)		—		(167)		(230)
Dividends paid to related party ($0.01 per share)	—	—		—		—		(640)		(640)
Dividends paid to non-related party ($0.01 per share)	—	—		—		—		(1,985)		(1,985)
Balance as of March 31, 2022	260,222,585	$	2,602	$	753,509	$	12,541	$	(633,247)	$	135,405
Net income	—	—		—		—		114,997		114,997
Other comprehensive loss:
Commodity, interest rate and foreign currency derivatives loss, net of tax of $347	—	—		—		(2,498)		—		(2,498)
Commodity, interest rate and foreign currency derivatives reclassification adjustments, net of tax of $287	—	—		—		(2,059)		—		(2,059)
Foreign currency translation adjustments, net of tax of $1	—	—		—		(18,622)		—		(18,622)
Total other comprehensive loss	—	—		—		(23,179)		—		(23,179)
Repurchase of common stock - non-related party	(3,626,591)	(36)		(10,191)		—		(19,773)		(30,000)
Stock-based compensation	1,348	—		573		—		—		573
Dividends paid to related party stockholder ($0.01 per share)	—	—		—		—		(639)		(639)
Dividends paid to non-related party stockholders ($0.01 per share)	—	—		—		—		(1,932)		(1,932)
Balance as of June 30, 2022	256,597,342	$	2,566	$	743,891	$	(10,638)	$	(540,594)	$	195,225

8

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (Dollars in thousands, except per share data) (Unaudited)
	Issued Shares of Common Stock	Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings (Accumulated Deficit)		Total Stockholders’ Equity (Deficit)
Balance as of December 31, 2020	267,188,547	$	2,672	$	758,354	$	(19,641)	$	(1,070,770)	$	(329,385)
Net income	—	—		—		—		98,799		98,799
Other comprehensive income (loss):
Commodity, interest rate and foreign currency derivatives income, net of tax of $(3,144)	—	—		—		11,660		—		11,660
Commodity, interest rate and foreign currency derivatives reclassification adjustments, net of tax of $(187)	—	—		—		695		—		695
Foreign currency translation adjustments, net of tax $0	—	—		—		(13,431)		—		(13,431)
Total other comprehensive loss	—	—		—		(1,076)		—		(1,076)
Stock-based compensation	92,135	1		766		—		—		767
Payments for taxes related to net share settlement of equity awards	(23,090)	—		(65)		—		(210)		(275)
Dividends paid to related party ($0.01 per share)	—	—		—		—		(1,277)		(1,277)
Dividends paid to non-related party ($0.01 per share)	—	—		—		—		(1,394)		(1,394)
Balance as of March 31, 2021	267,257,592	$	2,673	$	759,055	$	(20,717)	$	(974,852)	$	(233,841)
Net income	—	—		—		—		28,165		28,165
Other comprehensive income:
Commodity, interest rate and foreign currency derivatives income, net of tax of $(1,921)	—	—		—		7,158		—		7,158
Commodity, interest rate and foreign currency derivatives reclassification adjustments, net of tax of $(1,158)	—	—		—		4,314		—		4,314
Foreign currency translation adjustments, net of tax of $0	—	—		—		8,854		—		8,854
Total other comprehensive income	—	—		—		20,326		—		20,326
Stock-based compensation	917,410	9		15,254		—		—		15,263
Payments for taxes related to net share settlement of equity awards	(294,250)	(3)		(757)		—		(3,039)		(3,799)
Dividends paid to related party stockholder ($0.01 per share)	—	—		—		—		(650)		(650)
Dividends paid to non-related party stockholders ($0.01 per share)	—	—		—		—		(2,024)		(2,024)
Balance as of June 30, 2021	267,880,752	$	2,679	$	773,552	$	(391)	$	(952,400)	$	(176,560)

See accompanying Notes to the Condensed Consolidated Financial Statements

9

PART I (CONT'D)

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1)Organization and Summary of Significant Accounting Policies

A. Organization

GrafTech International Ltd. (the “Company” or "GrafTech") is a leading manufacturer of high-quality graphite electrode products essential to the production of electric arc furnace ("EAF") steel and other ferrous and non-ferrous metals. References herein to “GTI,” “we,” “our,” or “us” refer collectively to the Company and its subsidiaries. On August 15, 2015, GTI became an indirect wholly owned subsidiary of Brookfield. In April 2018, we completed our initial public offering ("IPO") of 38,097,525 shares of our common stock held by Brookfield at a price of $15.00 per share. We did not receive any proceeds related to the IPO. Our common stock is listed on the New York Stock Exchange under the symbol “EAF.” Brookfield has since distributed a portion of its GrafTech common stock to the owners in the Brookfield consortium and sold shares of GrafTech common stock in public and private transactions, resulting in a reduction of Brookfield's ownership of outstanding shares of GrafTech common stock to 24.3% as of December 31, 2021 and 24.9% as of June 30, 2022. The increase in Brookfield's share ownership from December 31, 2021 to June 30, 2022 reflects a reduction of our total outstanding shares due to the repurchase and retirement of 6.7 million shares of our common stock during the first six months of 2022.

The Company’s only reportable segment, Industrial Materials, is comprised of our two major product categories: graphite electrodes and petroleum needle coke products. Petroleum needle coke is a key raw material used in the production of graphite electrodes. The Company's vision is to provide highly engineered graphite electrode products, services and solutions to electric arc furnace operators.

B. Basis of Presentation

The interim condensed 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”). The December 31, 2021 Consolidated Balance Sheet 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, 2021, filed on February 22, 2022, but does not include all disclosures required by GAAP in audited financial statements. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements, including the accompanying notes, contained in our Annual Report on Form 10-K.

The unaudited condensed consolidated financial statements reflect all adjustments (all of which are of a normal, recurring nature) which management considers necessary for a fair presentation of our financial statements for the interim periods 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.

Certain items previously reported in specific financial statement captions within the Condensed Consolidated Statements of Cash Flows have been reclassified between lines within cash flow from operations and between lines within financing activities to conform to the current presentation. In addition, items previously presented under "Related party Tax Receivable Agreement expense (benefit)" on the Condensed Consolidated Statement of Operations have been collapsed into "Other (income) expense, net" to conform to the current year presentation.

C. New Accounting Standards

Recently Adopted Accounting Standards

In January 2021, the Financial Accounting Standards Board issued Accounting Standards Update 2021-01, Reference Rate Reform (Topic 848): Scope, which amended Topic 848 reference rate reform to clarify the scope and availability of expedients for certain derivative instruments affected by reference rate reform. We have elected various optional expedients in Topic 848 related to hedging relationships and expect to make future elections related to contract modifications and other hedging relationships. The future election and application of these expedients are not expected to have a material impact on our financial position, results of operations and cash flows.

10

PART I (CONT'D)

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(2)Revenue from Contracts with Customers

Disaggregation of Revenue

The following table provides information about disaggregated revenue by type of product and contract:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
	(Dollars in thousands)
Graphite Electrodes - LTAs	$	229,290	$	253,589	$	471,771	$	499,154
Graphite Electrodes - Non-LTAs	109,194		65,204		217,244		112,459
By-products and other	25,162		11,957		40,876		23,534
Total Revenues	$	363,646	$	330,750	$	729,891	$	635,147

The Graphite Electrodes revenue categories include only graphite electrodes manufactured by GrafTech.

Contract Balances

Substantially all of the Company's receivables relate to contracts with customers. Accounts receivables are recorded when the right to consideration becomes unconditional. Payment terms on invoices range from 30 to 120 days depending on the customary business practices of the jurisdictions in which we do business.

Certain short-term and longer-term sales contracts require up-front payments prior to the Company’s fulfillment of any performance obligation. These contract liabilities are recorded as current or long-term deferred revenue, depending on the lag between the pre-payment and the expected delivery of the related products. Additionally, deferred revenue or contract assets originate from contracts where the allocation of the transaction price to the performance obligations based on their relative stand-alone selling prices results in the timing of revenue recognition being different from the timing of the invoicing. In this case, deferred revenue is amortized into revenue based on the transaction price allocated to the remaining performance obligations and contract assets are realized through the contract invoicing.

Contract assets which are included in "Prepaid expenses and other current assets," on the Condensed Consolidated Balance Sheets were $0.3 million as of June 30, 2022 and $1.2 million as of December 31, 2021.

11

PART I (CONT'D)

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table provides information about deferred revenue from contracts with customers. Current deferred revenue is included in "Other accrued liabilities" and long-term deferred revenue is included in "Other long-term obligations" on the Condensed Consolidated Balance Sheets:

	Current Deferred Revenue		Long-Term Deferred Revenue
	(Dollars in thousands)
Balance as of December 31, 2021	$	9,840	$	4,303
Revenue recognized (included in 12.31.2021 balance)	(2,221)		—
Increases due to net cash received, not yet recognized	14,913		7,177
Reclassifications between long-term and current	143		(143)
Foreign currency impact	24		—
Balance as of June 30, 2022	$	22,699	$	11,337

Transaction Price Allocated to the Remaining Performance Obligations

The following table presents estimated revenues expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of reporting period. The estimated revenues do not include contracts with original duration of one year or less. The revenue associated with our LTAs is expected to be approximately as follows:

	2022	2023	2024
	(Dollars in millions)
Estimated LTA revenue	$860-$960	$200- $255	$130-$165(1)

(1) Includes expected termination fees from a few customers that have failed to meet certain obligations under their LTAs.

We recorded $229.3 million and $471.8 million of LTA revenue in the three and six months ended June 30, 2022, respectively, and we expect to record approximately $388.0 million to $488.0 million of LTA revenue for the remainder of 2022.

The majority of the LTAs are defined as pre-determined fixed annual volume contracts while a small portion are defined with a specified volume range. For the years 2023 and through 2024, the contractual revenue amounts above are based upon the minimum volume for those contracts with specified ranges. The actual revenue realized from these contracted volumes may vary in timing and total due to contract non-performance, force majeure notices, arbitrations, credit risk associated with certain customers facing financial challenges and customer demand related to contracted volume ranges. As it relates to the conflict between Ukraine and Russia, we have provided force majeure notices with respect to certain impacted LTAs. Certain of our LTA counterparties have challenged the force majeure notices, but we will continue to enforce our contractual rights. In the event of a force majeure, the LTAs provide our counterparties with the right to terminate the LTA if the force majeure event continues for more than six months after the delivery of the force majeure notice, with no continuing obligations of either party. The estimates of LTA revenue as set forth above in the immediately preceding table reflects (i) our current view of the validity of such force majeure notices and (ii) our current expectations of termination fees from our customers who have failed to meet certain obligations under their LTAs.

12

PART I (CONT'D)

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(3)Goodwill and Other Intangible Assets

The goodwill balance was $171.1 million as of June 30, 2022 and December 31, 2021.

The following table summarizes intangible assets with determinable useful lives by major category, which are included in "Other assets" on our Condensed Consolidated Balance Sheets:

Intangible Assets
	As of June 30, 2022						As of December 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
	(Dollars in thousands)
Trade names	$	22,500	$	(14,915)	$	7,585	$	22,500	$	(13,935)	$	8,565
Technology and know-how	55,300		(40,524)		14,776		55,300		(38,486)		16,814
Customer-related intangibles	64,500		(30,359)		34,141		64,500		(28,195)		36,305
Total finite-lived intangible assets	$	142,300	$	(85,798)	$	56,502	$	142,300	$	(80,616)	$	61,684

Amortization expense for intangible assets was $2.6 million and $2.7 million in the three months ended June 30, 2022 and 2021, respectively, and $5.2 million and $5.5 million in the six months ended June 30, 2022 and 2021, respectively. Estimated amortization expense will be approximately $4.9 million for the remainder of 2022, $9.2 million in 2023, $8.0 million in 2024, $7.3 million in 2025 and $6.7 million in 2026. Amortization expense is included in "Cost of sales" on the Condensed Consolidated Statement of Operations.

(4)Debt and Liquidity

The following table presents our long-term debt: 

	As of June 30, 2022		As of December 31, 2021
	(Dollars in thousands)
2018 Term Loan Facility	$	433,708	$	543,708
2020 Senior Secured Notes	500,000		500,000
Other debt	394		429
Unamortized debt discount and issuance costs	(13,641)		(14,449)
Total debt	920,461		1,029,688
Less: Long-term debt, current portion	(119)		(127)
Long-term debt	$	920,342	$	1,029,561

During the six months ended June 30, 2022, we repaid $110.0 million of principal of our 2018 Term Loan Facility (as defined below). The fair value of our debt was approximately $816.4 million and $1,051.6 million as of June 30, 2022 and December 31, 2021, respectively. The fair value of our debt is measured using Level 3 inputs.

In conjunction with the May 2022 amendment (discussed below) to our 2018 Revolving Credit Facility, we recorded $2.2 million of deferred debt issuance costs that will be amortized over the term of the amended agreement.

13

PART I (CONT'D)

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

2018 Term Loan and 2018 Revolving Credit Facility

In February 2018, the Company entered into a credit agreement (as amended, the “2018 Credit Agreement”), which provides for (i) a $2,250 million senior secured term facility (the “2018 Term Loan Facility”) after giving effect to the June 2018 amendment (the “First Amendment”) that increased the aggregate principal amount of the 2018 Term Loan Facility from $1,500 million to $2,250 million and (ii) a $330 million senior secured revolving credit facility after giving effect to the May 2022 amendment that increased the revolving commitments under the 2018 Credit Agreement by $80 million from $250 million (the “2018 Revolving Credit Facility” and, together with the 2018 Term Loan Facility, the “Senior Secured Credit Facilities”). GrafTech Finance Inc. (“GrafTech Finance”) is the sole borrower under the 2018 Term Loan Facility while GrafTech Finance, GrafTech Switzerland SA (“Swissco”) and GrafTech Luxembourg II S.à r.l. (“Luxembourg Holdco” and, together with GrafTech Finance and Swissco, the “Co-Borrowers”) are co-borrowers under the 2018 Revolving Credit Facility. The 2018 Term Loan Facility and the 2018 Revolving Credit Facility mature on February 12, 2025 and May 31, 2027, respectively. As of June 30, 2022 and December 31, 2021, there was no debt outstanding on the 2018 Revolving Credit Facility and there was $4.2 million and $3.3 million of letters of credit drawn against the 2018 Revolving Credit Facility, respectively.

The 2018 Term Loan Facility bears interest, at our option, at a rate equal to either (i) the Adjusted LIBO Rate (as defined in the 2018 Credit Agreement), plus an applicable margin equal to 3.00% per annum following an amendment in February 2021 (the “Second Amendment”) that decreased the Applicable Rate (as defined in the 2018 Credit Agreement) by 0.50% for each pricing level or (ii) the ABR Rate (as defined in the 2018 Credit Agreement), plus an applicable margin equal to 2.00% per annum following the Second Amendment, in each case with one step down of 25 basis points based on achievement of certain public ratings of the 2018 Term Loan Facility. The Second Amendment also decreased the interest rate floor from 1.00% to 0.50% for the 2018 Term Loan Facility.

The 2018 Revolving Credit Facility bears interest, at our option, at a rate equal to either (i) the Adjusted Term SOFR Rate and Adjusted EURIBOR Rate (each, as defined in the 2018 Credit Agreement), plus an applicable margin initially equal to 3.00% per annum or (ii) the ABR Rate, plus an applicable margin initially equal to 2.00% per annum, in each case with two 25 basis point step downs based on achievement of certain senior secured first lien net leverage ratios. In addition, we are required to pay a quarterly commitment fee on the unused commitments under the 2018 Revolving Credit Facility in an amount equal to 0.25% per annum.

The Senior Secured Credit Facilities are guaranteed by each of our domestic subsidiaries, subject to certain customary exceptions, and by GrafTech Luxembourg I S.à r.l., a Luxembourg société à responsabilité limitée and an indirect wholly owned subsidiary of GrafTech, Luxembourg HoldCo, and Swissco (collectively, the “Guarantors”) with respect to all obligations under the 2018 Credit Agreement of each of our foreign subsidiaries that is a Controlled Foreign Corporation (within the meaning of Section 956 of the Internal Revenue Code of 1986, as amended from time to time (the “Code”)).

All obligations under the 2018 Credit Agreement are secured, subject to certain exceptions, by: (i) a pledge of all of the equity securities of each domestic Guarantor and of each other direct, wholly owned domestic subsidiary of GrafTech and any Guarantor, (ii) a pledge on no more than 65% of the equity interests of each subsidiary that is a Controlled Foreign Corporation (within the meaning of Section 956 of the Code), and (iii) security interests in, and mortgages on, personal property and material real property of each domestic Guarantor, subject to permitted liens and certain exceptions specified in the 2018 Credit Agreement. The obligations of each foreign subsidiary of GrafTech that is a Controlled Foreign Corporation under the 2018 Revolving Credit Facility are secured by (i) a pledge of all of the equity securities of each Guarantor that is a Controlled Foreign Corporation and of each direct, wholly owned subsidiary of any Guarantor that is a Controlled Foreign Corporation, and (ii) security interests in certain receivables and personal property of each Guarantor that is a Controlled Foreign Corporation, subject to permitted liens and certain exceptions specified in the 2018 Credit Agreement.

The 2018 Term Loan Facility amortizes at a rate of $112.5 million a year payable in equal quarterly installments, with the remainder due at maturity. The Co-Borrowers are permitted to make voluntary prepayments at any time without premium or penalty. GrafTech Finance is required to make prepayments under the 2018 Term Loan Facility (without payment of a premium) with (i) net cash proceeds from non-ordinary course asset sales (subject to customary reinvestment rights and other customary exceptions and exclusions), and (ii) commencing with the Company’s fiscal year ended December 31, 2019, 75% of Excess Cash Flow (as defined in the 2018 Credit Agreement), subject to step-downs to 50% and 0% of Excess Cash Flow based on achievement of a senior secured first lien net leverage ratio greater than 1.25 to 1.00 but less than or equal to 1.75 to 1.00 and less than or equal to 1.25 to 1.00, respectively. Scheduled quarterly amortization payments of the 2018 Term Loan Facility during any calendar year reduce, on a dollar-for-dollar basis, the amount of the required Excess Cash Flow prepayment for such calendar year, and the aggregate amount of Excess Cash Flow prepayments for any calendar year reduce subsequent quarterly amortization payments of the 2018 Term Loan Facility as directed by GrafTech Finance. As of June 30, 2022, we have satisfied all required amortization installments through the maturity date.

14

PART I (CONT'D)

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The 2018 Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to GrafTech and restricted subsidiaries, including, among other things, restrictions on indebtedness, liens, investments, fundamental changes, dispositions, and dividends and other distributions. The 2018 Credit Agreement contains a financial covenant that requires GrafTech to maintain a senior secured first lien net leverage ratio not greater than 4.00 to 1.00 when the aggregate principal amount of borrowings under the 2018 Revolving Credit Facility and outstanding letters of credit issued under the 2018 Revolving Credit Facility (except for undrawn letters of credit in an aggregate amount equal to or less than $35.0 million), taken together, exceed 35% of the total amount of commitments under the 2018 Revolving Credit Facility. The 2018 Credit Agreement also contains customary events of default. We were in compliance with all of our debt covenants as of June 30, 2022 and December 31, 2021.

2020 Senior Secured Notes

In December 2020, GrafTech Finance issued $500 million aggregate principal amount of 4.625% senior secured notes due 2028 (the “2020 Senior Secured Notes”) in a private offering. The 2020 Senior Secured Notes and related guarantees are secured on a pari passu basis by the collateral securing the Senior Secured Credit Facilities. All of the proceeds from the 2020 Senior Secured Notes were used to partially repay borrowings under our 2018 Term Loan Facility.

The 2020 Senior Secured Notes pay interest in arrears on June 15 and December 15 of each year, with the principal due in full on December 15, 2028. Prior to December 15, 2023, up to 40% of the 2020 Senior Secured Notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 104.625% of the principal amount thereof, together with accrued and unpaid interest, if any. The 2020 Senior Secured Notes may be redeemed, in whole or in part, at any time prior to December 15, 2023 at a price equal to 100% of the principal amount of the notes redeemed plus a premium together with accrued and unpaid interest, if any, to, but not including, the redemption date. Thereafter, the 2020 Senior Secured Notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

The indenture governing the 2020 Senior Secured Notes (the “Indenture”) contains certain covenants that, among other things, limit the Company’s ability, and the ability of certain of its subsidiaries, to incur or guarantee additional indebtedness or issue preferred stock, pay distributions on, redeem or repurchase capital stock or redeem or repurchase subordinated debt, incur or suffer to exist liens securing indebtedness, make certain investments, engage in certain transactions with affiliates, consummate certain asset sales and effect a consolidation or merger, or sell, transfer, lease or otherwise dispose of all or substantially all assets. Pursuant to the Indenture, if our pro forma consolidated first lien net leverage ratio is no greater than 2.00 to 1.00, we can make restricted payments so long as no default or event of default has occurred and is continuing. If our pro forma consolidated first lien net leverage ratio is greater than 2.00 to 1.00, we can make restricted payments pursuant to certain baskets.

The Indenture contains events of default customary for agreements of its type (with customary grace periods, as applicable) and provides that, upon the occurrence of an event of default arising from certain events of bankruptcy or insolvency with respect to the Company or GrafTech Finance, all outstanding 2020 Senior Secured Notes will become due and payable immediately without further action or notice. If any other type of event of default occurs and is continuing, then the trustee or the holders of at least 30% in principal amount of the then outstanding 2020 Senior Secured Notes may declare all of the 2020 Senior Secured Notes to be due and payable immediately.

(5)Inventories

Inventories are comprised of the following: 

	As of June 30, 2022		As of December 31, 2021
	(Dollars in thousands)
Inventories:
Raw materials and supplies	$	195,300	$	132,113
Work in process	161,189		127,127
Finished goods	40,260		30,192
Total	$	396,749	$	289,432

15

PART I (CONT'D)

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(6)Interest Expense

The following table presents the components of interest expense: 

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
	(Dollars in thousands)
Interest incurred on debt	$	10,927	$	14,085	$	22,285	$	30,950
Accretion of original issue discount on 2018 Term Loan Facility	338		572		865		1,843
Amortization of debt issuance costs and modification costs	932		1,337		2,176		5,368
Mark-to-market gain on de-designated interest rate swap	(2,798)		—		(6,715)		—
Total interest expense	$	9,399	$	15,994	$	18,611	$	38,161

The 2020 Senior Secured Notes carry a fixed interest rate of 4.625%. The 2018 Term Loan Facility had an effective interest rate of 4.67% and 3.50% as of June 30, 2022 and December 31, 2021, respectively. See Note 4, "Debt and Liquidity" for details of these transactions.

During the three and six months ended June 30, 2022, we made prepayments of $40.0 million and $110.0 million, respectively, under our 2018 Term Loan Facility. In connection with this, we recorded $0.2 million and $0.5 million, respectively, of accelerated accretion of the original issue discount and we recorded $0.3 million and $0.8 million, respectively, of accelerated amortization of the debt issuance cost.

During the three and six months ended June 30, 2021, we made prepayments of $50.0 million and $200.0 million, respectively, under our 2018 Term Loan Facility. In connection with this, we recorded $0.3 million and $1.2 million, respectively, of accelerated accretion of the original issue discount and $0.4 million and $2.0 million, respectively, of accelerated amortization of the debt issuance cost. We also recorded $1.6 million of modification costs related to the 2018 Term Loan Facility repricing in the first quarter of 2021.

The Company has interest rate swap contracts to fix the cash flows associated with the risk in variability in the one-month USD London Interbank Offered Rate ("LIBOR") for the 2018 Term Loan Facility. See Note 9, "Fair Value Measurements and Derivative Instruments" for details of these transactions.

(7) Commitments and Contingencies

Legal Proceedings

We are involved in various investigations, lawsuits, claims, demands, labor disputes and other legal proceedings, including with respect to environmental and human exposure or other personal injury matters, 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. Additionally, we are involved in the following legal proceedings.

We are involved in various arbitrations, sometimes as claimants and other times as respondents/counterclaimants, pending before the International Chamber of Commerce with several customers who, among other things, have failed to perform under their LTAs and in certain instances are seeking to modify or frustrate their contractual commitments to us. In particular, Aperam South America LTDA, Aperam Sourcing S.C.A., ArcelorMittal Sourcing S.C.A., and ArcelorMittal Brasil S.A. (collectively, the “Claimants”) initiated a single arbitration proceeding against two of the Company’s subsidiaries in the International Chamber of Commerce in June 2020. In June 2021, the Claimants filed their statement of claim, seeking approximately $61 million plus interest in monetary relief and/or reimbursement in respect of several fixed price LTAs that were executed between such subsidiaries and the Claimants in 2017 and 2018. On July 29, 2022, the Claimants filed a reply brief in which they revised their calculation of damages to $161.5 million including interest, covering the period from the first quarter of 2020 through the first quarter of 2022. The Claimants argue, among other things, that they should no longer be required to comply with the terms of the LTAs that they signed due to an alleged drop in market prices for graphite electrodes in January 2020. Alternatively, the Claimants argue that they should not be required to comply with the LTAs that they signed due to alleged market circumstances at the time of execution. We believe we have valid defenses to these claims. We intend to vigorously defend them and enforce our rights under the LTAs.

16

PART I (CONT'D)

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Pending litigation in Brazil has been brought by employees seeking to recover additional amounts and interest thereon under certain wage increase provisions applicable in 1989 and 1990 under collective bargaining agreements to which employers in the Bahia region of Brazil were a party (including our subsidiary in Brazil). Companies in Brazil have settled claims arising out of these provisions and, in May 2015, the litigation was remanded by the Brazilian Supreme Court in favor of the employees union. After denying an interim appeal by the Bahia region employers on June 26, 2019, the Brazilian Supreme Court finally ruled in favor of the employees union on September 26, 2019. The employers union has determined not to seek annulment of such decision. Separately, on October 1, 2015, a related action was filed by current and former employees against our subsidiary in Brazil to recover amounts under such provisions, plus interest thereon, which amounts together with interest could be material to us. If the Brazilian Supreme Court proceeding above had been determined in favor of the employers union, it would also have resolved this proceeding in our favor. In the first quarter of 2017, the state court initially ruled in favor of the employees. We appealed this state court ruling, and the appellate court issued a decision in our favor on May 19, 2020. The employees have further appealed and, on December 16, 2020, the court upheld the decision in favor of GrafTech Brazil. On February 22, 2021, the employees filed a further appeal and, on April 28, 2021, the court rejected the employees' appeal in favor of GrafTech Brazil. The employees filed a further appeal and we intend to vigorously defend our position. As of June 30, 2022, we are unable to assess the potential loss associated with these proceedings as the claims do not currently specify the number of employees seeking damages or the amount of damages being sought.

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 six months ended June 30, 2022, are presented below: 

	(Dollars in thousands)
Balance as of December 31, 2021	$	1,088
Product warranty charges/adjustments	406
Payments and settlements	(389)
Balance as of June 30, 2022	$	1,105

Related Party Tax Receivable Agreement

On April 23, 2018, the Company entered into the tax receivable agreement ("Tax Receivable Agreement") that provides Brookfield, as the sole pre-IPO stockholder, the right to receive future payments from us for 85% of the amount of cash savings, if any, in U.S. federal income tax and Swiss tax that we and our subsidiaries realize as a result of the utilization of the pre-IPO tax assets. In addition, we will pay interest on the payments we will make to Brookfield with respect to the amount of these cash savings from the due date (without extensions) of our tax return where we realize these savings to the payment date at a rate equal to the LIBOR plus 1.00% per annum. The term of the Tax Receivable Agreement commenced on April 23, 2018 and will continue until there is no potential for any future tax benefit payments.

As of June 30, 2022, the total Tax Receivable Agreement liability was $15.5 million, of which $4.5 million was classified as current liability "Related party payable - Tax Receivable Agreement" on the Condensed Consolidated Balance Sheets, as we expect this portion to be settled within 12 months, and $11.0 million of the liability remained as a long-term liability in "Related party payable - Tax Receivable Agreement long-term" on the Condensed Consolidated Balance Sheets. As of December 31, 2021, the total Tax Receivable Agreement liability was $19.3 million, of which $3.8 million was classified as a current liability "Related party payable - Tax Receivable Agreement" on the Condensed Consolidated Balance Sheets, and $15.5 million of the liability was classified as a long-term liability in "Related party payable - Tax Receivable Agreement long-term" on the Condensed Consolidated Balance Sheets. The 2021 current liability was settled in the first quarter of 2022.

(8) 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 before the provision for income taxes 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.

17

PART I (CONT'D)

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table summarizes the provision for income taxes:

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2022			2021			2022			2021
	(Dollars in thousands)
Provision for income taxes	$	21,422		$	7,765		$	41,219		$	24,022
Pre-tax income	136,419			35,930			280,399			150,986
Effective tax rate	15.7		%	21.6		%	14.7		%	15.9		%

The effective tax rate for the three months ended June 30, 2022 was 15.7%. This rate differs from the U.S. statutory rate of 21% primarily due to worldwide earnings from various countries taxed at different rates, which is partially offset by the net combined impact related to the U.S. taxation of global intangible low taxed income ("GILTI") and Foreign Tax Credits ("FTCs").

The effective tax rate for the three months ended June 30, 2021 was 21.6%. This rate differs from the U.S. statutory rate of 21% primarily due to worldwide earnings from various countries taxed at lower rates, which is partially offset by the net combined impact related to the U.S. taxation of GILTI and FTCs. A portion of the one-time Change in Control (as defined in Note 12. Stock-Based Compensation) charges recorded in the second quarter of 2021 was not deductible and contributed to the increase in the effective rate from the prior periods.

The provision for income tax increased from $7.8 million for the three months ended June 30, 2021 to $21.4 million for the three months ended June 30, 2022. This change is primarily related to an increase in pre-tax income, partially offset by a decrease in the effective tax rate due to the mix of worldwide earnings from various countries taxed at different rates and U.S. taxation of GILTI.

The effective tax rate for the six months ended June 30, 2022 was 14.7%. This rate differs from the U.S. statutory rate of 21% primarily due to worldwide earnings from various countries taxed at different rates, which is partially offset by the net combined impact related to the U.S. taxation of GILTI and FTCs.

The effective tax rate for the six months ended June 30, 2021 was 15.9%. This rate differs from the U.S. statutory rate of 21% primarily due to worldwide earnings from various countries taxed at different rates which is partially offset by the net combined impact related to the U.S. taxation of GILTI and FTCs.

The provision for income tax increased from $24.0 million for the six months ended June 30, 2021 to $41.2 million for the six months ended June 30, 2022. This change is primarily related to an increase in pre-tax income, partially offset by a decrease in the effective tax rate due to the mix of worldwide earnings from various countries taxed at different rates and U.S. taxation of GILTI.

As of June 30, 2022, we had unrecognized tax positions of $0.1 million, which, if recognized, would have an immaterial, 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 2018 are generally closed by statute or have been audited and settled with the applicable domestic tax authorities. Other jurisdictions are generally closed for years prior to 2016.

We continue to assess the realization of our 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 outweigh the negative evidence in regards to whether or not a valuation allowance is required, we have established and maintained valuation allowances on those net deferred tax assets.

(9) Fair Value Measurements and Derivative Instruments

In the normal course of business, we are exposed to certain risks related to fluctuations in currency exchange rates, commodity prices and interest rates. We use various derivative financial instruments, primarily foreign currency derivatives,

18

PART I (CONT'D)

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

commodity derivative contracts, and interest rate swaps as part of our overall strategy to manage risks from these market fluctuations.

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 counterparties 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, are used to hedge global currency exposures such as foreign currency denominated debt, receivables, payables, sales and purchases.

Foreign currency forward and swap contracts are used to mitigate the foreign exchange risk of balance sheet items. These derivatives are fair value hedges. Gains and losses from these derivatives are recorded in cost of sales and they are largely offset by the financial impact of translating foreign currency-denominated payables and receivables.

In the first quarter of 2022, we entered into foreign currency derivatives with maturities of one to 12 months in order to protect against the risk that cash flows associated with certain sales and purchases denominated in a currency other than the U.S. dollar will be adversely affected by future changes in foreign exchange rates. These derivatives are designated as cash flow hedges. The resulting unrealized gains or losses from these derivatives are recorded in accumulated other comprehensive income ("AOCI") and subsequently, when realized, are reclassified to net sales or cost of sales in the Condensed Consolidated Statements of Operations when the hedged exposures affect earnings.

Commodity derivative contracts

We have entered into commodity derivative contracts for refined oil products. These contracts were entered into to protect against the risk that eventual cash flows related to these products will be adversely affected by future changes in prices. In the fourth quarter of 2017, we began to enter into LTAs with many of our customers and began to hedge the cash flows related to these contracts. The unrealized gains or losses related to commodity derivative contracts designated as cash flow hedges are recorded in AOCI and subsequently, when realized, are reclassified to the Condensed Consolidated Statement of Operations when the hedged item impacts earnings, which is when the finished product is sold. All of our commodity derivative contracts matured as of June 30, 2022.

Interest rate swap contracts

We utilize interest rate swaps to limit exposure to market fluctuations on our variable-rate debt. Each derivative agreement's unrealized gain or loss is recorded in AOCI and, when realized, is recorded to interest expense.

We entered into interest rate swap contracts that are "pay fixed, receive variable." Our risk management objective was to fix our cash flows associated with the risk of variability in the one-month USD LIBOR for a portion of our outstanding debt. It was expected that the swaps would fix the cash flows associated with the forecasted interest payments on our debt to an effective fixed interest rate of 4.2%, which could be lowered to 3.95% depending on credit ratings. Since their modification concurrent with the 2018 Term Loan Facility modification in the first quarter of 2021, the swaps contain an other-than-insignificant financing element. As such, they are considered hybrid instruments composed of a debt host and an embedded derivative and the associated cash (outflows)/inflows are classified as financing (use)/source of cash.

The debt host portion amounted to a liability of $5.7 million as of June 30, 2022 with $2.6 million included in "Other accrued liabilities" and $3.1 million in "Other long-term obligations" on the Condensed Consolidated Balance Sheets. As of December 31, 2021, the debt host portion amounted to a liability of $7.0 million, with $2.6 million included in "Other accrued liabilities" and $4.4 million included in "Other long-term obligations" on the Condensed Consolidated Balance Sheets. The corresponding loss is accounted for in AOCI and is being amortized over the remaining life of the swaps. The embedded derivative is treated as a cash flow hedge.

In the first quarter of 2022, in connection with the repayment of principal on our 2018 Term Loan Facility discussed in Note 4, "Debt and Liquidity," and our probability assessment of the variable-rate debt remaining outstanding through the term of the swaps, we de-designated one interest rate swap contract with a $250.0 million notional amount, maturing in the third

19

PART I (CONT'D)

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

quarter of 2024. The fair value of the embedded derivative at the de-designation date was a gain of $6.6 million and was recorded in AOCI and will be amortized into interest expense over the remaining life of the swap. The change in fair value of the de-designated embedded derivative in the second quarter and first six months of 2022 resulted in gains of $2.8 million and $6.7 million, respectively, and were recorded in interest expense in the Condensed Consolidated Statements of Operations.

All derivatives are recorded on the balance sheet at fair value. If the derivative is designated and effective as a cash flow hedge, changes in the fair value of the derivative are recognized in AOCI until the hedged item is recognized in earnings. The ineffective portion of a derivative's fair value, if any, is recognized in earnings immediately. If a derivative is not a hedge, changes in the fair value are adjusted through earnings. The fair values of the outstanding derivatives are recorded on the balance sheet as assets (if the derivatives are in a gain position) or liabilities (if the derivatives are in a loss position). The fair values will also be classified as short-term or long-term depending upon their maturity dates. The fair value of all of our derivatives was determined using Level 2 inputs.

The notional amounts of our outstanding derivative instruments as of June 30, 2022 and December 31, 2021 were as follows:

	As of June 30, 2022		As of December 31, 2021
	Notional Amount		Notional Amount
	(Dollars in thousands)
Derivative instruments designated as hedges:
Foreign currency derivatives	$	57,235	$	—
Commodity derivative contracts	—		19,474
Interest rate swap contracts	250,000		500,000
Derivative instruments not designated as hedges:
Foreign currency derivatives	$	65,920	$	99,260
Interest rate swap contracts	250,000		—

The following table summarizes the fair value of our outstanding derivatives designated as hedges (on a gross basis) and balance sheet classification as of June 30, 2022 and December 31, 2021:

	As of June 30, 2022		As of December 31, 2021
	Fair Value		Fair Value
	(Dollars in thousands)
Prepaid and other current assets
Commodity derivative contracts	$	—	$	8,469
Interest rate swap contracts	5,905		—
Total	$	5,905	$	8,469
Other assets
Interest rate swap contracts	$	6,646	$	6,060
Total	$	6,646	$	6,060
Other accrued liabilities
Foreign currency derivatives	$	(4,117)	$	—
Interest rate swap contracts	—		(140)
Total	$	(4,117)	$	(140)
Net asset	$	8,434	$	14,389

20

PART I (CONT'D)

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As a result of the settlement of commodity derivative contracts, as of June 30, 2022 and 2021, net realized pre-tax gains of $23.0 million and $2.4 million, respectively, were reported in AOCI and will be (were) released to earnings within the following 12 months. In addition, we recorded $0.8 million of ineffectiveness income to cost of sales in the Condensed Consolidated Statements of Operations in the three and six months ended June 30, 2022 related to the settlement of commodity derivative contracts. See the table below for amounts recognized on the effective portion of our commodity derivative contracts in the Statement of Operations.

The realized (gains) losses on cash flow hedges are recognized in the Statements of Operations when the hedged item impacts earnings and are as follows for the periods ended June 30, 2022 and 2021:

		Amount of (Gain)/Loss Recognized
	Location of Realized (Gain)/Loss Recognized in the Condensed Consolidated Statement of Operations	For the Three Months Ended June 30,
		2022		2021
Derivatives designated as cash flow hedges:		(Dollars in thousands)
Commodity derivative contracts	Cost of sales	$	(2,977)	$	4,498
Interest rate swap contracts	Interest expense	581		289
		Amount of (Gain)/Loss Recognized
	Location of Realized (Gain)/Loss Recognized in the Condensed Consolidated Statement of Operations	For the Six Months Ended June 30,
		2022		2021
Derivatives designated as cash flow hedges:		(Dollars in thousands)
Commodity derivative contracts	Cost of sales	$	(5,955)	$	5,047
Interest rate swap contracts	Interest expense	1,002		1,285

The following table summarizes the fair value of our outstanding derivatives not designated as hedging instruments (on a gross basis) and balance sheet classification as of June 30, 2022 and December 31, 2021:

	As of June 30, 2022		As of December 31, 2021
	Fair Value		Fair Value
	(Dollars in thousands)
Prepaid and other current assets
Interest rate swap contracts	$	5,890	$	—
Foreign currency derivatives	240		388
Other assets
Interest rate swap contracts	6,599		—
Other accrued liabilities
Foreign currency derivatives	(576)		(2)
Net asset	$	12,153	$	386

21

PART I (CONT'D)

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(10) Accumulated Other Comprehensive Loss

The balance in our Accumulated other comprehensive loss is set forth in the following table:

	As of June 30, 2022		As of December 31, 2021
	(Dollars in thousands)
Foreign currency translation adjustments, net of tax	$	(33,930)	$	(22,330)
Commodity, interest rate, and foreign currency derivatives, net of tax	23,292		14,886
Total accumulated other comprehensive loss	$	(10,638)	$	(7,444)

(11) Earnings per Share ("EPS")

During the three and six months ended June 30, 2022, we repurchased and subsequently retired 3,626,591 shares and 6,662,421 shares, respectively, of our common stock for $30.0 million and $60.0 million, respectively, under our common stock repurchase program. We did not repurchase any shares of our common stock under this program during the six months ended June 30, 2021.

The following table presents a reconciliation of the numerator and denominator of basic and diluted EPS for the three and six months ended June 30, 2022 and 2021:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
	(Dollars in thousands, except per share amounts)
Numerator for basic and diluted EPS:
Net income	$	114,997	$	28,165	$	239,180	$	126,964
Denominator:
Weighted average common shares outstanding for basic calculation	258,845,588		267,560,712		260,719,446		267,440,501
Add: Effect of equity awards	—		247,232		14,827		324,877
Weighted average common shares outstanding for diluted calculation	258,845,588		267,807,944		260,734,273		267,765,378
Basic EPS	$	0.44	$	0.11	$	0.92	$	0.47
Diluted EPS	$	0.44	$	0.11	$	0.92	$	0.47

Basic EPS is calculated by dividing net income by the weighted average number of common shares outstanding, which included 219,622 and 206,934 shares of participating securities in the three and six months ended June 30, 2022, respectively, and 122,455 and 116,631 shares of participating securities in the three and six months ended June 30, 2021, respectively. Diluted EPS is 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 EPS calculation excludes consideration of 2,385,187 and 1,903,300 equivalent shares for the three and six months ended June 30, 2022, respectively, and 1,358,696 and 1,250,722 equivalent shares for the three and six months ended June 30, 2021, respectively, as their effect would have been anti-dilutive.

22

PART I (CONT'D)

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(12) Stock-Based Compensation

The Compensation Committee of our Board of Directors granted 385,688 stock options and 489,892 restricted stock units ("RSUs"), and our electing non-employee directors received 57,021 deferred share units ("DSUs") during the six months ended June 30, 2022 under our Omnibus Equity Incentive Plan. The weighted average exercise price per share and weighted average fair value per share of the stock options granted in the six months ended June 30, 2022 was $10.08 and $5.55, respectively. We estimated the fair value of the stock options using the following assumptions in our Black-Scholes model:

Dividend yield	0.40%
Expected volatility	58.28%
Risk-free interest rate	1.93%
Expected term (in years)	6.5 years

We measure the fair value of grants of RSUs and DSUs based on the closing market price of a share of our common stock on the date of the grant. The weighted average fair value per share was $10.08 for RSUs and $8.25 for DSUs granted during the six months ended June 30, 2022.

In the three months ended June 30, 2022 and 2021, we recognized $0.6 million and $15.3 million, respectively, of stock-based compensation expense. The majority of the expense, $0.6 million and $13.4 million, respectively, was recorded in selling and administrative expense in the Condensed Consolidated Statements of Operations, with the remaining expense recorded in cost of sales.

In the six months ended June 30, 2022 and 2021, we recognized $1.0 million and $16.0 million, respectively, of stock-based compensation expense. The majority of the expense, $1.0 million and $14.1 million, respectively, was recorded in selling and administrative expense in the Condensed Consolidated Statements of Operations, with the remaining expense recorded in cost of sales.

In the three and six months ended June 30, 2021, the expense includes $14.7 million due to the Change in Control accelerated vesting provisions of certain of our awards. For the purpose of these grants, a Change in Control occurred when Brookfield and any affiliates thereof ceased to own stock of the Company that constitutes at least thirty percent (30%) or thirty-five percent (35%), as applicable, of the total fair market value or total voting power of the stock of the Company (the "Change in Control"). Out of the $14.7 million recorded with the Change in Control, $0.9 million accelerated at the 35% ownership level and the remaining $13.8 million accelerated at the 30% ownership level.

As of June 30, 2022, the unrecognized compensation cost related to the unvested portion of all stock-based awards was approximately $6.4 million and is expected to be recognized over the remaining vesting period of the respective grants.

23

PART I (CONT’D)

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

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

The Company

We are a leading manufacturer of high-quality graphite electrode products essential to the production of EAF steel and other ferrous and non‑ferrous metals. We believe that we have the most competitive portfolio of low‑cost ultra-high power graphite electrode manufacturing facilities in the industry, including three of the highest capacity facilities in the world. We are the only large scale graphite electrode producer that is substantially vertically integrated into petroleum needle coke, a key raw material for graphite electrode manufacturing.

The environmental and economic advantages of electric arc furnace steel production positions both that industry and the graphite electrode industry for continued long-term growth.

We believe GrafTech's leadership position, strong cash flows, advantaged low cost structure and vertical integration are sustainable competitive advantages. The services and solutions we provide will position our customers and us for a better future.

Commercial Update and Outlook

GrafTech reported solid results in the second quarter of 2022 with sales volume of 42 thousand metric tons ("MT"), consisting of LTA volume of 24 thousand MT at a weighted-average realized price of $9,600 per MT and non-LTA volume of 18 thousand MT at a weighted-average realized price of $6,000 per MT.

Consistent with our expectations, the non-LTA prices for graphite electrodes delivered and recognized in revenue in the second quarter of 2022 were comparable with our first quarter 2022 average. As we proceed through the remainder of the year, we expect our weighted-average non-LTA pricing for the second half to be comparable to the pricing realized in the first half of 2022.

In addition, our costs in the second quarter of 2022 increased 21% compared to the second quarter of 2021, driven by recent global inflationary pressures, particularly for third party needle coke, energy and freight. In addition, our costs increased 7% compared to the first quarter of 2022. We expect costs to increase at a similar rate in the third quarter.

Production volume in the second quarter of 2022 increased 1% compared to the second quarter of 2021.

Globally, steel market capacity utilization rates have been as follows:

	Q2 2022	Q1 2022	Q2 2021
Global (ex-China) capacity utilization rate(1)	68%	69%	73%
U.S. steel market capacity utilization rate(2)	81%	80%	82%

(1) Source: World Steel Association, Metal Expert and GrafTech analysis, as of July 2022

(2) Source: American Iron and Steel Institute, as of July 2022

The estimated shipments of graphite electrodes under our LTAs for 2022 through 2024 have been updated as follows:

	2022	2023	2024
Estimated LTA volume(1)	90-100	23-30	12-15
Estimated LTA revenue(2)	$860-$960	$200-$255	$130-$165(3)

(1) In thousands of MT

(2) In millions

(3) Includes expected termination fees from a few customers that have failed to meet certain obligations under their LTAs

24

PART I (CONT’D)

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

The majority of the LTAs are defined as pre-determined fixed annual volume contracts while a small portion are defined with a specified volume range. For the years 2023 and through 2024, the contractual revenue amounts above are based upon the minimum volume for those contracts with specified ranges. The actual revenue realized from these contracted volumes may vary in timing and total due to contract non-performance, force majeure notices, arbitrations, credit risk associated with certain customers facing financial challenges and customer demand related to contracted volume ranges. As it relates to the conflict between Ukraine and Russia, we have provided force majeure notices with respect to certain impacted LTAs. Certain of our LTA counterparties have challenged the force majeure notices, but we will continue to enforce our contractual rights. In the event of a force majeure, the LTAs provide our counterparties with the right to terminate the LTA if the force majeure event continues for more than six months after the delivery of the force majeure notice, with no continuing obligations of either party. The estimates of LTA revenue as set forth above in the immediately preceding table reflects (i) our current view of the validity of such force majeure notices and (ii) our current expectations of termination fees from our customers who have failed to meet certain obligations under their LTAs.

Capital Structure and Capital Allocation

As of June 30, 2022, GrafTech had cash and cash equivalents of $55.8 million and total debt of approximately $920.5 million. We continue to make progress in reducing our long-term debt, repaying $40.0 million in the second quarter of 2022, for a total debt repayment of $110.0 million in the first half of 2022. We continue to expect our primary use of cash for the balance of 2022 to be debt repayment. We also have $99.0 million available under our stock repurchase authorization.

We repurchased 3.6 million shares of our common stock in the second quarter of 2022 for an aggregate of $30.0 million. This brings our share repurchases for the first half of 2022 to 6.7 million shares for an aggregate of $60.0 million under our common stock repurchase authorization.

We continue to expect full-year capital expenditures to be in the range of $70.0 to $80.0 million for 2022.

Key metrics used by management to measure performance

In addition to measures of financial performance presented in our Condensed Consolidated Financial Statements in accordance with generally accepted accounting principles in the United States ("GAAP"), we use certain other financial measures and operating metrics to analyze the performance of our Company. Our “non-GAAP” financial measures consist of EBITDA, adjusted EBITDA, adjusted net income and adjusted earnings per share, which help us evaluate growth trends, establish budgets, assess operational efficiencies and evaluate our overall financial performance. Our key operating metrics consist of sales volume, production volume, production capacity and capacity utilization.

25

PART I (CONT’D)

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

Key financial measures

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(in thousands, except per share data)	2022		2021		2022		2021
Net sales	$	363,646	$	330,750	$	729,891	$	635,147
Net income	114,997		28,165		239,180		126,964
Earnings per share(1)	0.44		0.11		0.92		0.47
EBITDA(2)	157,972		68,017		325,500		221,742
Adjusted net income(2)	115,102		114,487		241,022		214,367
Adjusted earnings per share(1)(2)	0.44		0.43		0.92		0.80
Adjusted EBITDA(2)	158,196		159,903		327,796		314,948

(1) Earnings per share represents diluted earnings per share. Adjusted earnings per share represents adjusted diluted earnings per share.

(2) Non-GAAP financial measure; see below for information and reconciliations of EBITDA, adjusted EBITDA and adjusted net income to net income and adjusted EPS to EPS, the most directly comparable financial measures calculated and presented in accordance with GAAP.

Key operating measures

In addition to measures of financial performance presented in accordance with GAAP, we use certain operating metrics to analyze the performance of our Company. The key operating metrics consist of sales volume, production volume, production capacity and capacity utilization. These metrics align with management's assessment of our revenue performance and profit margin, and will help investors understand the factors that drive our profitability.

Sales volume reflects the total volume of graphite electrodes sold for which revenue has been recognized during the period. For a discussion of our revenue recognition policy, see “—Critical accounting policies—Revenue recognition” in our Annual Report on Form 10-K. Sales volume helps investors understand the factors that drive our net sales.

Production volume reflects graphite electrodes produced during the period. Production capacity reflects expected maximum production volume during the period depending on product mix and expected maintenance outage. Actual production may vary. Capacity utilization reflects production volume as a percentage of production capacity. Production volume, production capacity and capacity utilization help us understand the efficiency of our production, evaluate cost of sales and consider how to approach our contract initiative.

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(in thousands, except utilization)	2022		2021		2022		2021
Sales volume (MT)(1)	42.3		42.8		85.6		79.8
Production volume (MT)(2)	43.9		43.5		90.0		79.5
Total production capacity (MT)(3)(4)	58.0		58.0		116.0		116.0
Total capacity utilization(4)(5)	76	%	75	%	78	%	69	%
Production capacity excluding St. Marys (MT)(3)(6)	51.0		51.0		102.0		102.0
Capacity utilization excluding St. Marys(5)(6)	86	%	85	%	88	%	78	%

(1) Sales volume reflects only graphite electrodes manufactured by us.

(2) Production volume reflects graphite electrodes we produced during the period.

(3) Production capacity reflects expected maximum production volume during the period depending on product mix and expected maintenance outage. Actual production may vary.

(4) Includes graphite electrode facilities in Calais, France; Monterrey, Mexico; Pamplona, Spain; and St. Marys, Pennsylvania.

(5) Capacity utilization reflects production volume as a percentage of production capacity.

(6) In the first quarter of 2018, our St. Marys, Pennsylvania facility began graphitizing a limited amount of electrodes sourced from our Monterrey, Mexico facility.

Non-GAAP financial measures

In addition to providing results that are determined in accordance with GAAP, we have provided certain financial measures that are not in accordance with GAAP. EBITDA, adjusted EBITDA, adjusted net income and adjusted EPS are non-

26

PART I (CONT’D)

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

GAAP financial measures. We define EBITDA, a non‑GAAP financial measure, as net income or loss plus interest expense, minus interest income, plus income taxes and depreciation and amortization. We define adjusted EBITDA as EBITDA plus any pension and other post-employment benefit ("OPEB") plan expenses, adjustments for public offerings and related expenses, non‑cash gains or losses from foreign currency remeasurement of non‑operating assets and liabilities in our foreign subsidiaries where the functional currency is the U.S. dollar, stock-based compensation expense, non-cash fixed asset write-offs, related party payable - Tax Receivable Agreement adjustments and Change in Control charges that were triggered as a result of the ownership of our largest stockholder falling below 30% of our total outstanding shares. Adjusted EBITDA is the primary metric used by our management and our Board of Directors to establish budgets and operational goals for managing our business and evaluating our performance.    

We monitor adjusted EBITDA as a supplement to our GAAP measures, and believe it is useful to present to investors, because we believe that it facilitates evaluation of our period‑to‑period operating performance by eliminating items that are not operational in nature, allowing comparison of our recurring core business operating results over multiple periods unaffected by differences in capital structure, capital investment cycles and fixed asset base. In addition, we believe adjusted EBITDA and similar measures are widely used by investors, securities analysts, ratings agencies, and other parties in evaluating companies in our industry as a measure of financial performance and debt‑service capabilities.

Our use of adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

•adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

•adjusted EBITDA does not reflect our cash expenditures for capital equipment or other contractual commitments, including any capital expenditure requirements to augment or replace our capital assets;

•adjusted EBITDA does not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our indebtedness;

•adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us;

•adjusted EBITDA does not reflect expenses relating to our pension and OPEB plans;

•adjusted EBITDA does not reflect public offerings and related expenses;

•adjusted EBITDA does not reflect the non‑cash gains or losses from foreign currency remeasurement of non‑operating assets and liabilities in our foreign subsidiaries where the functional currency is the U.S. dollar;

•adjusted EBITDA does not reflect stock-based compensation expense;

•adjusted EBITDA does not reflect the non-cash write-off of fixed assets;

•adjusted EBITDA does not reflect related party payable - Tax Receivable Agreement adjustments;

•adjusted EBITDA does not reflect Change in Control charges; and

•other companies, including companies in our industry, may calculate EBITDA and adjusted EBITDA differently, which reduces its usefulness as a comparative measure.

We define adjusted net income, a non‑GAAP financial measure, as net income or loss and exclude the items used to calculate adjusted EBITDA, less the tax effect of those adjustments. We define adjusted EPS, a non‑GAAP financial measure, as adjusted net income divided by the weighted average diluted common shares outstanding during the period. We believe adjusted net income and adjusted EPS are useful to present to investors because we believe that they assist investors’ understanding of the underlying operational profitability of the Company.

In evaluating EBITDA, adjusted EBITDA, adjusted net income and adjusted EPS, you should be aware that in the future, we will incur expenses similar to the adjustments in the reconciliations presented below other than the Change in Control charges. Our presentations of EBITDA, adjusted EBITDA, adjusted net income and adjusted EPS, should not be construed as suggesting that our future results will be unaffected by these expenses or any unusual or non‑recurring items. When evaluating our performance, you should consider EBITDA, adjusted EBITDA, adjusted net income and adjusted EPS,

27

PART I (CONT’D)

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

alongside other measures of financial performance and liquidity, including our net income and EPS, respectively, and other GAAP measures.

The following tables reconcile our non-GAAP key financial measures to the most directly comparable GAAP measures:

Reconciliation of Net Income to Adjusted Net Income
	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
	(Dollars in thousands, except per share data)
Net income	$	114,997	$	28,165	$	239,180	$	126,964
Diluted income per common share:
Net income per share	$	0.44	$	0.11	$	0.92	$	0.47
Weighted average shares outstanding	258,845,588		267,807,944		260,734,273		267,765,378
Adjustments, pre-tax:
Pension and OPEB plan expenses(1)	553		430		1,104		861
Public offerings and related expenses(2)	100		241		100		663
Non-cash (gains) losses on foreign currency remeasurement(3)	(1,002)		2,255		234		1,907
Stock-based compensation expense(4)	573		550		1,038		1,318
Non-cash fixed asset write-off (5)	—		313		—		313
Related party payable - Tax Receivable Agreement adjustment(6)	—		—		(180)		47
Change in Control LTIP award(7)	—		73,384		—		73,384
Change in Control stock-based compensation acceleration(7)	—		14,713		—		14,713
Total non-GAAP adjustments pre-tax	224		91,886		2,296		93,206
Income tax impact on non-GAAP adjustments(8)	119		5,564		454		5,803
Adjusted net income	$	115,102	$	114,487	$	241,022	$	214,367

(1)Net periodic benefit cost for our pension and OPEB plans.

(2)Legal, accounting, printing and registration fees associated with public offerings and related expenses.

(3)Non-cash (gains) losses from foreign currency remeasurement of non-operating assets and liabilities of our non-U.S. subsidiaries where the functional currency is the U.S. dollar.

(4)Non-cash expense for stock-based compensation grants.

(5)Non-cash write-off of fixed assets.

(6)Non-cash expense adjustment for future payment to our sole pre-IPO stockholder for tax assets that are expected to be utilized.

(7)In the second quarter of 2021, we incurred Change in Control charges as a result of the ownership of our largest shareholder, Brookfield, moving below 30% of our shares outstanding.

(8)The tax impact on the non-GAAP adjustments is affected by their tax deductibility and the applicable jurisdictional tax rates.

28

PART I (CONT’D)

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

Reconciliation of EPS to Adjusted EPS
	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
EPS	$	0.44	$	0.11	$	0.92	$	0.47
Adjustments per share:
Pension and OPEB plan expenses(1)	—		—		—		—
Public offerings and related expenses(2)	—		—		—		—
Non-cash (gains) losses on foreign currency remeasurement(3)	—		0.01		—		0.01
Stock-based compensation expense(4)	—		—		—		0.01
Non-cash fixed asset write-off (5)	—		—		—		—
Related party payable - Tax Receivable Agreement adjustment(6)	—		—		—		—
Change in control LTIP award(7)	—		0.27		—		0.27
Change in control stock-based compensation acceleration(7)	—		0.06		—		0.06
Total non-GAAP adjustments pre-tax per share	—		0.34		—		0.35
Income tax impact on non-GAAP adjustments per share(8)	—		0.02		—		0.02
Adjusted EPS	$	0.44	$	0.43	$	0.92	$	0.80

(1)Net periodic benefit cost for our pension and OPEB plans.

(2)Legal, accounting, printing and registration fees associated with public offerings and related expenses.

(3)Non-cash (gains) losses from foreign currency remeasurement of non-operating assets and liabilities of our non-U.S. subsidiaries where the functional currency is the U.S. dollar.

(4)Non-cash expense for stock-based compensation grants.

(5)Non-cash write-off of fixed assets.

(6)Non-cash expense adjustment for future payment to our sole pre-IPO stockholder for tax assets that are expected to be utilized.

(7)In the second quarter of 2021, we incurred Change in Control charges as a result of the ownership of our largest shareholder, Brookfield, moving below 30% of our shares outstanding.

(8)The tax impact on the non-GAAP adjustments is affected by their tax deductibility and the applicable jurisdictional tax rates.

29

PART I (CONT’D)

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

Reconciliation of Net Income to Adjusted EBITDA	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
	(Dollars in thousands)
Net income	$	114,997	$	28,165	$	239,180	$	126,964
Add:
Depreciation and amortization	14,012		16,292		28,446		32,831
Interest expense	9,399		15,994		18,611		38,161
Interest income	(1,858)		(199)		(1,956)		(236)
Income taxes	21,422		7,765		41,219		24,022
EBITDA	157,972		68,017		325,500		221,742
Adjustments:
Pension and OPEB plan expenses(1)	553		430		1,104		861
Public offerings and related expenses(2)	100		241		100		663
Non-cash (gains) losses on foreign currency remeasurement(3)	(1,002)		2,255		234		1,907
Stock-based compensation expense(4)	573		550		1,038		1,318
Non-cash fixed asset write-off (5)	—		313		—		313
Related party payable - Tax Receivable Agreement adjustment(6)	—		—		(180)		47
Change in Control LTIP award(7)	—		73,384		—		73,384
Change in Control stock-based compensation acceleration(7)	—		14,713		—		14,713
Adjusted EBITDA	$	158,196	$	159,903	$	327,796	$	314,948

(1)Net periodic benefit cost for our pension and OPEB plans.

(2)Legal, accounting, printing and registration fees associated with the public offerings and related expenses.

(3)Non-cash losses (gains) from foreign currency remeasurement of non-operating assets and liabilities of our non-U.S. subsidiaries where the functional currency is the U.S. dollar.

(4)Non-cash expense for stock-based compensation grants.

(5)Non-cash write-off of fixed assets.

(6)Non-cash expense adjustment for future payment to our sole pre-IPO stockholder for tax assets that are expected to be utilized.

(7)In the second quarter of 2021, we incurred Change in Control charges as a result of the ownership of our largest shareholder, Brookfield, moving below 30% of our shares outstanding.

30

PART I (CONT’D)

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

Results of Operations

The Three Months Ended June 30, 2022 Compared to the Three Months Ended June 30, 2021

The tables presented in our period-over-period comparisons summarize our Condensed Consolidated Statements of Operations and illustrate key financial indicators used to assess the consolidated financial results. Throughout this "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Report ("MD&A"), insignificant changes may be deemed not meaningful and are generally excluded from the discussion.

	For the Three Months Ended June 30,				Increase/ Decrease		% Change
	2022		2021
	(Dollars in thousands)
Net sales	$	363,646	$	330,750	$	32,896	10	%
Cost of sales	201,496		201,867		(371)		—	%
Gross profit	162,150		128,883		33,267		26	%
Research and development	723		1,018		(295)		(29)	%
Selling and administrative expenses	18,030		75,783		(57,753)		(76)	%
Operating income	143,397		52,082		91,315		175	%
Other (income) expense, net	(563)		357		(920)		N.M.
Interest expense	9,399		15,994		(6,595)		(41)	%
Interest income	(1,858)		(199)		(1,659)		834	%
Income before provision for income taxes	136,419		35,930		100,489		280	%
Provision for income taxes	21,422		7,765		13,657		176	%
Net income	$	114,997	$	28,165	$	86,832	308	%

N.M. = Not Meaningful.

Net sales. Net sales of $363.6 million in the second quarter of 2022 increased $32.9 million, or 10%, compared to the second quarter of 2021, reflecting improved pricing on volume derived from non-LTA sales, partially offset by a shift in the mix of our business to non-LTAs from LTAs. Prices for non-LTA business reset on January 1, 2022 and our weighted-average realized price increased 46% compared to the weighted-average realized price for the second quarter of 2021.

Cost of sales. Cost of sales decreased $0.4 million from $201.9 million in the three months ended June 30, 2021 to $201.5 million in the three months ended June 30, 2022. Cost of sales in the second quarter of 2021 was impacted by a one-time Long-term Incentive Plan ("LTIP") charge of $30.7 million resulting from a Change in Control after our largest stockholder's ownership of our common stock was reduced below 30% of our outstanding common stock. Absent this one-time charge in the second quarter of 2021, cost of sales would have increased, primarily driven by a 21% increase in our year over year costs, due to recent global inflationary pressures, particularly for carbon-based inputs, energy and freight.

Selling and administrative expenses. Selling and administrative expenses decreased $57.8 million, or 76%, from $75.8 million in the three months ended June 30, 2021 to $18.0 million in the three months ended June 30, 2022. Selling and administrative expenses in the second quarter of 2021 included charges from the aforementioned Change in Control of $42.6 million of one-time LTIP expense and $12.9 million of one-time accelerated stock-based compensation expense. Absent these charges, selling and administrative expenses would have decreased slightly compared to the second quarter of 2021.

Interest expense. Interest expense decreased $6.6 million, or 41%, from $16.0 million in the three months ended June 30, 2021 to $9.4 million in the three months ended June 30, 2022 primarily due to reductions to our variable-rate debt over the past year, as well as a $2.8 million mark-to-market gain recognized in the second quarter of 2022 due to the de-designation of one of our $250.0 million interest rate swaps.

31

PART I (CONT’D)

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

Provision for income taxes. The following table summarizes the provision for income taxes:  

	For the Three Months Ended June 30,
	2022			2021
	(Dollars in thousands)
Provision for income taxes	$	21,422		$	7,765
Pre-tax income	136,419			35,930
Effective tax rate	15.7		%	21.6		%

The effective tax rate for the three months ended June 30, 2022 was 15.7%. This rate differs from the U.S. statutory rate of 21% primarily due to worldwide earnings from various countries taxed at different rates, which was partially offset by the net combined impact related to the U.S. taxation of GILTI and FTCs.

The effective tax rate for the three months ended June 30, 2021 was 21.6%. This rate differs from the U.S. statutory rate of 21% primarily due to worldwide earnings from various countries taxed at lower rates, which was partially offset by the net combined impact related to the U.S. taxation of GILTI and FTCs. A portion of the one-time Change in Control charges recorded in the second quarter of 2021 were not deductible and contributed to a relatively higher effective tax rate.

The provision for income taxes increased from $7.8 million for the three months ended June 30, 2021 to $21.4 million for the three months ended June 30, 2022. This change is primarily due to an increase in pre-tax income, partially offset by a decrease in the effective tax rate due to the mix of worldwide earnings from various countries taxed at different rates and U.S. taxation of GILTI.

The Six Months Ended June 30, 2022 Compared to the Six Months Ended June 30, 2021

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. Throughout our MD&A, insignificant changes may be deemed not meaningful and are generally excluded from the discussion.

	For the Six Months Ended June 30,				Increase/ Decrease		% Change
	2022		2021
	(Dollars in thousands)
Net sales	$	729,891	$	635,147	$	94,744	15	%
Cost of sales	392,710		348,263		44,447		13	%
Gross profit	337,181		286,884		50,297		18	%
Research and development	1,603		1,987		(384)		(19)	%
Selling and administrative expenses	39,284		95,936		(56,652)		(59)	%
Operating income	296,294		188,961		107,333		57	%
Other (income) expense, net	(760)		50		(810)		N.M.
Interest expense	18,611		38,161		(19,550)		(51)	%
Interest income	(1,956)		(236)		1,720		(729)	%
Income before provision for income taxes	280,399		150,986		129,413		86	%
Provision for income taxes	41,219		24,022		17,197		72	%
Net income	$	239,180	$	126,964	$	112,216	88	%

N.M. = Not Meaningful.

Net sales. Net sales of $729.9 million in the first half of 2022 increased $94.7 million, or 15%, compared to the first half of 2021, driven primarily by an increase in our non-LTA prices. Prices for non-LTA business reset on January 1, 2022 and

32

PART I (CONT’D)

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

our weighted-average realized price for the first six months of 2022 increased 45% compared to the weighted-average realized price for the first six months of 2021. In addition, stronger demand for our products in the first half of 2022 resulted in a 8% increase in sales volume compared to the first half of 2021.

Cost of sales. Cost of sales increased $44.4 million, or 13%, from $348.3 million in the six months ended June 30, 2021 to $392.7 million in the six months ended June 30, 2022. This increase was primarily due to an 18% increase in our costs, driven by recent global inflationary pressures, particularly for carbon-based inputs, energy and freight, as well as the 8% increase in sales volume of manufactured electrodes. Cost sales for the first half of 2021 included $30.7 million of one-time LTIP charges resulting from the Change in Control.

Selling and administrative expenses. Selling and administrative expenses decreased from $95.9 million in the six months ended June 30, 2021 to $39.3 million in the six months ended June 30, 2022 primarily due to the aforementioned one-time Change in Control charges recorded in the first half of 2021 of $42.6 million of LTIP expense and $12.9 million of accelerated stock-based compensation expense. Absent these charges, selling and administrative expenses would have decreased slightly compared to the first half of 2021.

Interest expense. Interest expense decreased $19.6 million from $38.2 million in the six months ended June 30, 2021 to $18.6 million in the same period of 2022, primarily due to lower interest rates and lower average borrowings. In addition, interest expense in the first six months of 2022 included a $6.7 million mark-to-market gain due to the de-designation of one of our $250.0 million interest rate swaps.

Provision for income taxes. The following table summarizes the provision for income taxes:

	For the Six Months Ended June 30,
	2022			2021
	(Dollars in thousands)
Provision for income taxes	$	41,219		$	24,022
Income before provision for income taxes	280,399			150,986
Effective tax rate	14.7		%	15.9		%

The effective tax rate for the six months ended June 30, 2022 was 14.7%. This rate differs from the U.S. statutory rate of 21% primarily due to worldwide earnings from various countries taxed at different rates, partially offset by the net combined impact related to the U.S. taxation of GILTI and FTCs.

For the six months ended June 30, 2021, the effective tax rate of 15.9% differs from the U.S. statutory rate of 21% primarily due to worldwide earnings from various countries taxed at different rates, partially offset by the net combined impact related to the U.S. taxation of GILTI and FTCs.

The provision for income taxes increased from $24.0 million for the six months ended June 30, 2021 to $41.2 million for the six months ended June 30, 2022. This change is primarily related to an increase in pre-tax income, partially offset by a decrease in effective tax rate due to the mix of worldwide earnings from various countries taxed at different rates and the U.S. taxation of GILTI.

 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 in which we have manufacturing facilities, and in certain export markets, we sell in currencies other than the U.S. dollar. Accordingly, when these currencies increase (or decline) in value relative to the U.S. dollar, this has the effect of increasing (or reducing) net sales. The result of these effects is to increase (or decrease) operating 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

33

PART I (CONT’D)

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

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.

The impact of these changes in the average exchange rates of other currencies against the U.S. dollar on our net sales were decreases of $3.7 million and $5.5 million for the second quarter and first six months of 2022, respectively, compared to the same periods of 2021. The impact of these changes on our cost of sales was a decrease of $6.7 million and $12.0 million for the second quarter and first six months of 2022, respectively, compared to the same periods of 2021.

We have in the past and may in the future use various financial instruments to manage certain exposures to risks caused by currency exchange rate changes, as described under “Part I, Item 3–Quantitative and Qualitative Disclosures about Market Risk.”

Liquidity and Capital Resources

Our sources of funds have consisted principally of cash flow from operations and debt, including our credit facilities (subject to continued compliance with the financial covenants and representations). Our uses of those funds (other than for operations) have consisted principally of dividends, capital expenditures, scheduled debt repayments, optional debt repayments, share repurchases and other obligations. Disruptions in the U.S. and international financial markets could adversely affect our liquidity and the cost and availability of financing to us in the future.

We believe that we have adequate liquidity to meet our needs for at least the next twelve months and for the foreseeable future thereafter. As of June 30, 2022, we had liquidity of $381.6 million, consisting of $325.8 million of availability under our 2018 Revolving Credit Facility (subject to continued compliance with the financial covenants and representations) and cash and cash equivalents of $55.8 million. We had long-term debt of $920.4 million and short-term debt of $0.1 million as of June 30, 2022. As of December 31, 2021, we had liquidity of $304.2 million consisting of $246.7 million available under our 2018 Revolving Credit Facility (subject to continued compliance with the financial covenants and representations) and cash and cash equivalents of $57.5 million. We had long-term debt of $1.0 billion and short-term debt of $0.1 million as of December 31, 2021.

As of June 30, 2022 and December 31, 2021, $52.1 million and $49.1 million, respectively, of our cash and cash equivalents were located outside of the U.S. We repatriate funds from our foreign subsidiaries through dividends. All of our subsidiaries face the customary statutory limitation that distributed dividends cannot exceed the amount of retained and current earnings. In addition, for our subsidiary in South Africa, the South Africa Central Bank imposes that certain solvency and liquidity ratios remain above defined levels after the dividend distribution, which historically has not materially affected our ability to repatriate cash from this jurisdiction. The cash and cash equivalents balances in South Africa were $1.6 million and $0.5 million as of June 30, 2022 and December 31, 2021, respectively. Upon repatriation to the U.S., the foreign source portion of dividends we receive from our foreign subsidiaries are not subject to U.S. federal income tax because the amounts were either previously taxed or are exempted from tax by Section 245A of the Internal Revenue Service Code (the "Code").

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 tax and interest payments and other factors. Cash from operations is expected to remain at positive sustained levels.

Debt Structure

We had total availability under the 2018 Revolving Credit Facility of $325.8 million as of June 30, 2022 and $246.7 million as of December 31, 2021. The June 30, 2022 balance consisted of the $330.0 million limit reduced by $4.2 million of outstanding letters of credit and the December 31, 2021 balance consisted of the $250.0 million limit reduced by $3.3 million of outstanding letters of credit.

34

PART I (CONT’D)

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

2018 Term Loan and 2018 Revolving Credit Facility

In February 2018, the Company entered into the 2018 Credit Agreement, which provides for (i) the $2.3 billion 2018 Term Loan Facility after giving effect to the June 2018 amendment (the “First Amendment”) that increased the aggregate principal amount of the 2018 Term Loan Facility from $1.5 billion to $2.3 billion and (ii) the $330 million 2018 Revolving Credit Facility after giving effect to the May 2022 amendment that increased the revolving commitments under the 2018 Credit Agreement by $80.0 million from $250.0 million. GrafTech Finance is the sole borrower under the 2018 Term Loan Facility while GrafTech Finance, GrafTech Switzerland SA (“Swissco”) and GrafTech Luxembourg II S.à r.l. (“Luxembourg Holdco” and, together with GrafTech Finance and Swissco, the “Co-Borrowers”) are co-borrowers under the 2018 Revolving Credit Facility. The 2018 Term Loan Facility and the 2018 Revolving Credit Facility mature on February 12, 2025 and May 31, 2027, respectively.

The 2018 Term Loan Facility bears interest, at our option, at a rate equal to either (i) the Adjusted LIBO Rate (as defined in the 2018 Credit Agreement), plus an applicable margin equal to 3.00% per annum following an amendment in February 2021 (the “Second Amendment”) that decreased the Applicable Rate (as defined in the 2018 Credit Agreement) by 0.50% for each pricing level or (ii) the ABR Rate (as defined in the 2018 Credit Agreement), plus an applicable margin equal to 2.00% per annum following the Second Amendment, in each case with one step down of 25 basis points based on achievement of certain public ratings of the 2018 Term Loan Facility. The Second Amendment also decreased the interest rate floor from 1.0% to 0.50% for the 2018 Term Loan Facility.

The 2018 Revolving Credit Facility bears interest, at our option, at a rate equal to either (i) the Adjusted Term SOFR Rate and Adjusted EURIBOR Rate (each, as defined in the 2018 Credit Agreement), plus an applicable margin initially equal to 3.00% per annum or (ii) the ABR Rate, plus an applicable margin initially equal to 2.00% per annum, in each case with two 25 basis point step downs based on achievement of certain senior secured first lien net leverage ratios. In addition, we are required to pay a quarterly commitment fee on the unused commitments under the 2018 Revolving Credit Facility in an amount equal to 0.25% per annum.

The Senior Secured Credit Facilities are guaranteed by each of our domestic subsidiaries, subject to certain customary exceptions, and by GrafTech Luxembourg I S.à r.l., a Luxembourg société à responsabilité limitée and an indirect wholly owned subsidiary of GrafTech, Luxembourg HoldCo, and Swissco (collectively, the “Guarantors”) with respect to all obligations under the 2018 Credit Agreement of each of our foreign subsidiaries that is a Controlled Foreign Corporation (within the meaning of Section 956 of the Code).

All obligations under the 2018 Credit Agreement are secured, subject to certain exceptions, by: (i) a pledge of all of the equity securities of each domestic Guarantor and of each other direct, wholly owned domestic subsidiary of GrafTech and any Guarantor, (ii) a pledge on no more than 65% of the equity interests of each subsidiary that is a Controlled Foreign Corporation (within the meaning of Section 956 of the Code), and (iii) security interests in, and mortgages on, personal property and material real property of each domestic Guarantor, subject to permitted liens and certain exceptions specified in the 2018 Credit Agreement. The obligations of each foreign subsidiary of GrafTech that is a Controlled Foreign Corporation under the 2018 Revolving Credit Facility are secured by (i) a pledge of all of the equity securities of each Guarantor that is a Controlled Foreign Corporation and of each direct, wholly owned subsidiary of any Guarantor that is a Controlled Foreign Corporation, and (ii) security interests in certain receivables and personal property of each Guarantor that is a Controlled Foreign Corporation, subject to permitted liens and certain exceptions specified in the 2018 Credit Agreement.

The 2018 Term Loan Facility amortizes at a rate of $112.5 million a year payable in equal quarterly installments, with the remainder due at maturity. The Co-Borrowers are permitted to make voluntary prepayments at any time without premium or penalty. GrafTech Finance is required to make prepayments under the 2018 Term Loan Facility (without payment of a premium) with (i) net cash proceeds from non-ordinary course asset sales (subject to customary reinvestment rights and other customary exceptions and exclusions), and (ii) commencing with the Company’s fiscal year ended December 31, 2019, 75% of Excess Cash Flow (as defined in the 2018 Credit Agreement), subject to step-downs to 50% and 0% of Excess Cash Flow based on achievement of a senior secured first lien net leverage ratio greater than 1.25 to 1.00 but less than or equal to 1.75 to 1.00 and less than or equal to 1.25 to 1.00, respectively. Scheduled quarterly amortization payments of the 2018 Term Loan Facility during any calendar year reduce, on a dollar-for-dollar basis, the amount of the required Excess Cash Flow prepayment for such calendar year, and the aggregate amount of Excess Cash Flow prepayments for any calendar year reduce subsequent quarterly amortization payments of the 2018 Term Loan Facility as directed by GrafTech Finance. As of June 30, 2022, we have satisfied all required amortization installments through the maturity date.

35

PART I (CONT’D)

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

The 2018 Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to GrafTech and restricted subsidiaries, including, among other things, restrictions on indebtedness, liens, investments, fundamental changes, dispositions, and dividends and other distributions. The 2018 Credit Agreement contains a financial covenant that requires GrafTech to maintain a senior secured first lien net leverage ratio not greater than 4.00 to 1.00 when the aggregate principal amount of borrowings under the 2018 Revolving Credit Facility and outstanding letters of credit issued under the 2018 Revolving Credit Facility (except for undrawn letters of credit in an aggregate amount equal to or less than $35.0 million), taken together, exceed 35% of the total amount of commitments under the 2018 Revolving Credit Facility. The 2018 Credit Agreement also contains customary events of default. We were in compliance with all of our debt covenants as of June 30, 2022 and December 31, 2021.

2020 Senior Secured Notes

In December 2020, GrafTech Finance issued $500 million aggregate principal amount of the 2020 Senior Secured Notes at an issue price of 100% of the principal amount thereof in a private offering to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933 (the "Securities Act") and to non-U.S. persons outside the United States under Regulation S under the Securities Act.

The 2020 Senior Secured Notes were issued pursuant to the Indenture among GrafTech Finance, as issuer, the Company, as a guarantor, the other subsidiaries of the Company named therein as guarantors and U.S. Bank National Association, as trustee and notes collateral agent.

The 2020 Senior Secured Notes are guaranteed on a senior secured basis by the Company and all of its existing and future direct and indirect U.S. subsidiaries that guarantee, or borrow under, the credit facilities under its 2018 Credit Agreement. The 2020 Senior Secured Notes are secured on a pari passu basis by the collateral securing the term loans under the 2018 Credit Agreement. GrafTech Finance, the Company and the other guarantors granted a security interest in such collateral, consisting of substantially all of their respective assets, as security for the obligations of GrafTech Finance, the Company and the other guarantors under the 2020 Senior Secured Notes and the Indenture pursuant to a collateral agreement, dated as of December 22, 2020 (the “Collateral Agreement”), among GrafTech Finance, the Company, the other subsidiaries of the Company named therein as grantors and U.S. Bank National Association, as collateral agent.

The 2020 Senior Secured Notes bear interest at the rate of 4.625% per annum, which accrues from December 22, 2020 and is payable in arrears on June 15 and December 15 of each year, commencing on June 15, 2021. The 2020 Senior Secured Notes will mature on December 15, 2028, unless earlier redeemed or repurchased, and are subject to the terms and conditions set forth in the Indenture.

GrafTech Finance may redeem some or all of the 2020 Senior Secured Notes at the redemption prices and on the terms specified in the Indenture. If the Company or GrafTech Finance experiences specific kinds of changes in control or the Company or any of its restricted subsidiaries sells certain of its assets, then GrafTech Finance must offer to repurchase the 2020 Senior Secured Notes on the terms set forth in the Indenture.

The Indenture contains certain covenants that, among other things, limit the Company’s ability, and the ability of certain of its subsidiaries, to incur or guarantee additional indebtedness or issue preferred stock, pay distributions on, redeem or repurchase capital stock or redeem or repurchase subordinated debt, incur or suffer to exist liens securing indebtedness, make certain investments, engage in certain transactions with affiliates, consummate certain asset sales and effect a consolidation or merger, or sell, transfer, lease or otherwise dispose of all or substantially all assets. The Indenture contains events of default customary for agreements of its type (with customary grace periods, as applicable) and provides that, upon the occurrence of an event of default arising from certain events of bankruptcy or insolvency with respect to the Company or GrafTech Finance, all outstanding 2020 Senior Secured Notes will become due and payable immediately without further action or notice. If any other type of event of default occurs and is continuing, then the trustee or the holders of at least 30% in principal amount of the then outstanding 2020 Senior Secured Notes may declare all of the 2020 Senior Secured Notes to be due and payable immediately.

The entirety of the 2020 Senior Secured Notes proceeds was used to pay down a portion of our 2018 Term Loan Facility.

Uses of Liquidity

In July 2019, our Board of Directors authorized a program to repurchase up to $100.0 million of our outstanding common stock. In November 2021, our Board of Directors authorized the repurchase of an additional $150.0 million of stock

36

PART I (CONT’D)

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

repurchases under this program. We may purchase shares from time to time on the open market, including under Rule 10b5-1 and/or Rule 10b-18 plans. The amount and timing of repurchases are subject to a variety of factors including liquidity, stock price, applicable legal requirements, other business objectives and market conditions. During the second quarter of 2022, we repurchased 3.6 million shares of our common stock for an aggregate of $30.0 million. In the first six months of 2022, we repurchased 6.7 million shares of our common stock for an aggregate of $60.0 million. As of June 30, 2022, we had $99.0 million remaining under our stock repurchase authorization.

We currently pay a quarterly dividend of $0.01 per share, or $0.04 on an annualized basis. There can be no assurance that we will pay dividends in the future in these amounts or at all. Our Board of Directors may change the timing and amount of any future dividend payments or eliminate the payment of future dividends in its sole discretion, without any prior notice to our stockholders. Our ability to pay dividends will depend upon many factors, including our financial position and liquidity, results of operations, legal requirements, restrictions that may be imposed by the terms of our current and future credit facilities and other debt obligations and other factors deemed relevant by our Board of Directors.

During 2021, we reduced our long-term debt principal by $400.0 million. During the second quarter and first six months of 2022, we repaid an additional $40.0 million and $110.0 million, respectively, of principal of our 2018 Term Loan Facility. For the remainder of 2022, we continue to expect our primary use of cash to be debt repayment. We also have $99.0 million available under our stock repurchase authorization.

Potential uses of our liquidity include dividends, share repurchases, capital expenditures, scheduled debt repayments, optional debt repayments, and other general purposes. 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, including any recession or potential resurgence of the COVID-19 pandemic, 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.

In order to seek to minimize our credit risks, we may reduce our sales of, or refuse to sell (except for prepayment, cash on delivery or under letters of credit or parent guarantees), our products to some customers and potential customers. Our unrecovered trade receivables worldwide have not been material during the last two years individually or in the aggregate.

We manage our capital expenditures by 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 Company as a whole and other factors.     Capital expenditures totaled $29.3 million in the six months ended June 30, 2022. We continue to expect full-year capital expenditures to be in the range of $70.0 to $80.0 million for 2022.

In the event that operating cash flows 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 2018 Revolving Credit Facility, to the extent available.

37

PART I (CONT’D)

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

    Cash Flows

The following table summarizes our cash flow activities:

	For the Six Months Ended June 30,
	2022		2021
	(in thousands)
Cash flow provided by (used in):
Operating activities	$	206,439	$	208,755
Investing activities	(29,209)		(25,833)
Financing activities	(178,866)		(214,612)
Net change in cash and cash equivalents	$	(1,636)	$	(31,690)

Operating Activities

Cash provided by operating activities totaled $206.4 million in the first six months of 2022 compared to $208.8 million in the prior-year period. The decrease in operating cash flow was primarily due to an increase in cash used for working capital. Cash flow used for inventories was $104.7 million in the first six months of 2022 compared to providing $7.8 million in the first six months of 2021, driven by increases in both costs and quantities in the first six months of 2022. Cash flow used for accounts receivable decreased $10.4 million versus the prior-year period due to increased sales in the first six months of 2022. Partially offsetting these decreases was the non-recurrence of cash outflows of $62.0 million for the Change in Control payments made in the first half of 2021, reductions of $25.6 million for the combined impact of cash paid for our Tax Receivable Agreement and interest and a $12.9 million increase in adjusted EBITDA.

Investing Activities

Net cash used in investing activities was $29.2 million in the six months ended June 30, 2022 compared to $25.8 million in the six months ended June 30, 2021. The increase is primarily due to increased capital expenditures.

 Financing Activities

Net cash used in financing activities was $178.9 million for the first six months of 2022 compared to $214.6 million for the first six months of 2021. The decrease was primarily due to $90.0 million of less debt repayments in the first six months of 2022 compared to the first six months of 2021, partially offset by $60.0 million of stock repurchases made in the first six months of 2022.

Related Party Transactions

We have engaged in transactions with affiliates or related parties during the first half of 2022 and we expect to continue to do so in the future. These transactions include ongoing obligations under the Tax Receivable Agreement, Stockholders Rights Agreement and Registration Rights Agreement, each with Brookfield.

Description of Our Financing Structure

We discuss our financing structure in more detail in Note 4, "Debt and Liquidity" in the Notes to the Condensed Consolidated Financial Statements.

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. From time to time, we enter into transactions that have been authorized according to documented policies and procedures in order to manage these risks. These transactions primarily relate 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.

38

PART I (CONT’D)

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

Our exposure to changes in interest rates results primarily from floating rate long-term debt tied to the LIBO Rate, SOFR Rate or EURIBOR Rate.

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 U.S. 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.

Interest rate risk management. We periodically enter into agreements with financial institutions that are intended to limit our exposure to additional interest expense due to increases in variable interest rates. These instruments effectively cap our interest rate exposure. As of June 30, 2022 and December 31, 2021, we recorded unrealized pre-tax gains of $12.6 million and $5.9 million, respectively, on our interest rate swaps designated as hedges. The debt host portion amounted to an unrealized pre-tax loss of $5.7 million and $7.0 million as of June 30, 2022 and December 31, 2021, respectively, which is amortized over the remaining life of the swaps.

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 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 fair value.

The outstanding foreign currency derivatives represented a $4.5 million unrealized pre-tax net loss as of June 30, 2022 and a net unrealized pre-tax loss of $0.4 million as of December 31, 2021.

Energy commodity management. We have entered into commodity derivative contracts to effectively fix some or all of our exposure to refined oil products. The outstanding commodity derivative contracts represented net unrealized gains of $8.5 million as of December 31, 2021. As of June 30, 2022, there were no commodity derivative contracts outstanding.

Sensitivity analysis. We use sensitivity analysis to quantify potential impacts that market rate changes may have on the underlying exposures as well as on the fair values of our derivatives. The sensitivity analysis for the derivatives represents the hypothetical changes in value of the hedge position and does not reflect the related gain or loss on the forecasted underlying transaction.

A hypothetical decrease in interest rates of 100 basis points (1%) would have decreased our interest expense by less than $0.1 million, net of the impact of our interest rate swap, for the six months ended June 30, 2022. The same 100 basis point increase would have resulted in an increase of $4.7 million in the fair value of our interest rate swap portfolio.

As of June 30, 2022, a 10% appreciation or depreciation in the value of the U.S. dollar against foreign currencies from the prevailing market rates would have resulted in a corresponding decrease of $9.0 million or a corresponding increase of $9.0 million, respectively, in the fair value of the foreign currency hedge portfolio.

For further information related to the financial instruments described above, see Note 9, "Fair Value Measurements and Derivative Instruments" in the Notes to the Condensed Consolidated Financial Statements.

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 at the reasonable assurance level to ensure that information required to be disclosed by a reporting company in the reports that it files or submits under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and

39

PART I (CONT’D)

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

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 June 30, 2022. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these controls and procedures were effective at the reasonable assurance level as of June 30, 2022.

Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting that occurred during the three months ended June 30, 2022 that materially affected or are reasonably likely to materially affect our internal control over financial reporting.

40

PART II. OTHER INFORMATION

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

Item 1. Legal Proceedings

We are involved in various investigations, lawsuits, claims, demands, labor disputes and other legal proceedings, including with respect to environmental and human exposure or other personal injury matters, 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. Additionally, we are involved in the following legal proceedings.

We are involved in various arbitrations, sometimes as claimants and other times as respondents/counterclaimants, pending before the International Chamber of Commerce with several customers who, among other things, have failed to perform under their LTAs and in certain instances are seeking to modify or frustrate their contractual commitments to us. In particular, Aperam South America LTDA, Aperam Sourcing S.C.A., ArcelorMittal Sourcing S.C.A., and ArcelorMittal Brasil S.A. (collectively, the “Claimants”) initiated a single arbitration proceeding against two of the Company’s subsidiaries in the International Chamber of Commerce in June 2020. In June 2021, the Claimants filed their statement of claim, seeking approximately $61 million plus interest in monetary relief and/or reimbursement in respect of several fixed price LTAs that were executed between such subsidiaries and the Claimants in 2017 and 2018. On July 29, 2022, the Claimants filed a reply brief in which they revised their calculation of damages to $161.5 million including interest, covering the period from the first quarter of 2020 through the first quarter of 2022. The Claimants argue, among other things, that they should no longer be required to comply with the terms of the LTAs that they signed due to an alleged drop in market prices for graphite electrodes in January 2020. Alternatively, the Claimants argue that they should not be required to comply with the LTAs that they signed due to alleged market circumstances at the time of execution. We believe we have valid defenses to these claims. We intend to vigorously defend them and enforce our rights under the LTAs.

Pending litigation in Brazil has been brought by employees seeking to recover additional amounts and interest thereon under certain wage increase provisions applicable in 1989 and 1990 under collective bargaining agreements to which employers in the Bahia region of Brazil were a party (including our subsidiary in Brazil). Companies in Brazil have settled claims arising out of these provisions and, in May 2015, the litigation was remanded by the Brazilian Supreme Court in favor of the employees union. After denying an interim appeal by the Bahia region employers on June 26, 2019, the Brazilian Supreme Court finally ruled in favor of the employees union on September 26, 2019. The employers union has determined not to seek annulment of such decision. Separately, on October 1, 2015, a related action was filed by current and former employees against our subsidiary in Brazil to recover amounts under such provisions, plus interest thereon, which amounts together with interest could be material to us. If the Brazilian Supreme Court proceeding above had been determined in favor of the employers union, it would also have resolved this proceeding in our favor. In the first quarter of 2017, the state court initially ruled in favor of the employees. We appealed this state court ruling, and the appellate court issued a decision in our favor on May 19, 2020. The employees have further appealed and, on December 16, 2020, the court upheld the decision in favor of GrafTech Brazil. On February 22, 2021, the employees filed a further appeal and, on April 28, 2021, the court rejected the employees' appeal in favor of GrafTech Brazil. The employees filed a further appeal and we intend to vigorously defend our position. As of June 30, 2022, we are unable to assess the potential loss associated with these proceedings as the claims do not currently specify the number of employees seeking damages or the amount of damages being sought.

Item 1A. Risk Factors

There have been no material changes to the Risk Factors disclosed in Part I - Item 1A of our Annual Report on Form 10-K filed February 22, 2022. You should not interpret the disclosure of any risk factor to imply that the risk has not already materialized.

41

Table of PART II. OTHER INFORMATION (CONT'D)

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

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

The table below sets forth the information on a monthly basis regarding GrafTech's purchases of its common stock, par value $0.01 per share, during the second quarter of 2022.

Issuer Purchases of Equity Securities

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
April 1 through April 30, 2022	—	$	—	—	$	129,030,315
May 1 through May 31, 2022	3,019,813	8.28		3,019,813	104,037,331
June 1 through June 30, 2022	606,778	8.25		606,778	99,030,322
Total	3,626,591	$	8.27	3,626,591	$	99,030,322

(1) On July 31, 2019, the Company announced that its Board of Directors approved the repurchase of up to $100.0 million of its common stock in open market purchases, including under Rule 10b5-1 and/or Rule 10b-18 plans. On November 4, 2021, the Company announced that its Board of Directors approved the repurchase of an additional $150.0 million of its common stock under this program. Approximately $99.0 million of the total $250.0 million authorized remained available for stock repurchases at June 30, 2022. The stock repurchase program does not have an expiration date.

42

Table of PART II. OTHER INFORMATION (CONT'D)

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

Item 6. Exhibits

Exhibit Number Description of Exhibit

3.1	Amended and Restated Certificate of Incorporation of GrafTech International Ltd. (incorporated by reference to Exhibit 3.1 to GrafTech International Ltd.'s Quarterly Report on Form 10-Q filed May 1, 2019).
3.2	Amended and Restated By-Laws of GrafTech International Ltd. (incorporated by reference to Exhibit 3.2 to GrafTech International Ltd.'s Registration Statement on Form S 1/A (Registration No. 333-223791) filed April 13, 2018).
10.1	Third Amendment, dated as of May 31, 2022, by and among GrafTech International Ltd., GrafTech Finance Inc., GrafTech Luxembourg II S.à r.l., GrafTech Switzwerland SA, JPMorgan Chase Bank, N.A., as administrative agent, the New Revolving Lenders (as defined therein), the Consenting Revolving Lenders (as defined therein), each of the entities listed as an “Incremental Revolving Lender” on the signature pages thereto and for purposes of Sections 5, 7 and 8 thereof only, each of the entities listed as a “Guarantor” on the signature pages thereto (incorporated herein by reference to Exhibit 10.1 to GrafTech International Ltd.'s Current Report on Form 8-K filed June 6, 2022).
10.2	Employment Agreement, dated June 27, 2022 by and between GrafTech International Holdings, Inc. and Marcel Kessler (incorporated herein by reference to Exhibit 10.1 to GrafTech International Ltd.'s Current Report on Form 8-K filed June 28, 2022).
10.3	Consulting Agreement, dated June 27, 2022 by and between GrafTech International Holdings, Inc. and Rintoul Consulting Services, LLC (incorporated herein by reference to Exhibit 10.2 to GrafTech International Ltd.'s Current Report on Form 8-K filed June 28, 2022).
10.4*	Form of Restricted Stock Unit Agreement under the GrafTech International Ltd. Omnibus Equity Incentive Plan (2022 Non-US Version).
10.5*	Form of Stock Option Grant Agreement under the GrafTech International Ltd. Omnibus Equity Incentive Plan (2022 Non-US Version).
31.1*	Certification pursuant to Rule 13a-14(a) under the Exchange Act by Marcel Kessler, Chief Executive Officer and President (Principal Executive Officer).
31.2*	Certification pursuant to Rule 13a-14(a) under the Exchange Act by Timothy K. Flanagan, Chief Financial Officer, Vice President Finance and Treasurer (Principal Financial Officer).
32.1**	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Marcel Kessler, Chief Executive Officer and President (Principal Executive Officer).
32.2**	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Timothy K. Flanagan, Chief Financial Officer, Vice President Finance and Treasurer (Principal Financial Officer).
101	The following financial information from GrafTech International Ltd.'s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations and Comprehensive Income, (iii) the Condensed Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Stockholders' Equity (Deficit), and (v) Notes to the Condensed Consolidated Financial Statements.
104	Cover Page Interactive Data file (formatted as Inline XBRL and contained in Exhibit 101).

____________________________

*    Filed herewith

**    Furnished herewith

43

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:	August 5, 2022	By:	/s/ Timothy K. Flanagan
			Timothy K. Flanagan
			Chief Financial Officer, Vice President Finance and Treasurer (Principal Financial and Accounting Officer)

44

EX-10.4

Exhibit 10.4

[Form of Restricted Stock Unit Agreement – Non-US Participant]

GRAFTECH INTERNATIONAL LTD.
OMNIBUS EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), made as of , 2022, is entered into by and between GrafTech International Ltd. (“GrafTech”) and (the “Participant”).

WHEREAS, GrafTech has adopted the GrafTech International Ltd. Omnibus Equity Incentive Plan (the “Plan”); and

WHEREAS, Section 7 of the Plan provides for the grant to Participants of equity-based or equity-related awards, including restricted stock units (“RSUs”).

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:

1.Grant of RSUs. Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, GrafTech has granted to the Participant RSUs. Each RSU represents a conditional right to receive one share of Common Stock of GrafTech.

2.Grant Date. The grant date of the RSUs is (“Grant Date”).

3.Vesting of RSUs. Subject to the provisions of Sections 5, 6 and 7 hereof and to the Participant’s continued Employment with the Company through each applicable date, the RSUs shall vest in accordance with the following schedule (each such date, a “Vesting Date”):

(a)20% RSUs shall vest on the first anniversary of the Grant Date;

(b)20% RSUs shall vest on the second anniversary of the Grant Date;

(c)20% RSUs shall vest on the third anniversary of the Grant Date;

(d)20% RSUs shall vest on the fourth anniversary of the Grant Date; and

(e)20% RSUs shall vest on the fifth anniversary of the Grant Date;

4.Dividend Equivalents. Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, GrafTech hereby awards to the Participant a right to receive in respect of each RSU held by the Participant, on a dividend record date occurring after the Grant Date and prior to the date of settlement of the RSUs pursuant to Section 6 of this Agreement, the equivalent value of any ordinary cash dividends that are paid on a share of Common Stock (“Dividend Equivalent”), subject to the terms of this Section 4. The Dividend Equivalents will be deemed reinvested in the form of additional RSUs (“Dividend Equivalent Units”) determined by dividing the aggregate value of the Dividend Equivalents on the not-yet-settled RSUs by the Fair Market Value of a share of Common Stock on GrafTech’s dividend payment date. Dividend Equivalents will also accrue on the Dividend Equivalent Units (and be deemed reinvested into additional Dividend Equivalent Units). Dividend Equivalent Units will in all cases be subject to the same terms and conditions, including but not limited to those related to vesting, transferability, forfeiture and settlement, that apply to the corresponding RSUs under this Agreement and the Plan.

5.Change in Control. (a) In the event of a Change in Control, except to the extent that a Replacement Award is provided to the Participant in accordance with this Section 5 and/or Section 8 of the Plan to continue, replace or assume such RSUs (the “Replaced Award”), any then-outstanding unvested RSUs will become nonforfeitable immediately prior to the Change in Control and will be payable to the Participant in accordance with Section 6 hereof (even in the event that the Participant’s Employment is terminated on the date of such Change in Control).

(b)    A “Replacement Award” means an award (i) of the same type (e.g., time-based restricted stock units) as the Replaced Award, (ii) that has a value at least equal to the value of the Replaced Award, (iii) that relates to publicly traded equity securities of the Company or its successor in the Change in Control (or another entity that is affiliated with the Company or its successor following the Change in Control), (iv) if the Participant holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Participant under the Code are not less favorable to such Participant than the tax consequences of the Replaced Award, and (v) the other terms and conditions of which are not less favorable to the Participant holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 5(b) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

(c)    If, after receiving a Replacement Award, the Participant experiences a termination of employment with the Company (or any of its successors) (as applicable, the “Successor”) by reason of a termination by the Successor without Cause or by the Participant for Good Reason, in each case within a period of two years after the Change in Control and during the remaining vesting period for the Replacement Award, the Replacement Award shall become nonforfeitable and payable with respect to the time-based restricted stock units covered by such Replacement Award upon such termination. If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding RSUs that at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be nonforfeitable at the time of such Change in Control.

(d)    For purposes of this Agreement:

(i)    a “Change in Control” will be deemed to have occurred upon the occurrence (after the Grant Date) of any of the following events:

(A)    the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of voting securities of the Company where such acquisition causes such Person to own 35% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of members of the Board of Directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (A), the following acquisitions shall not be deemed to result in a Change in Control: (1) any acquisition directly from the Company that is approved by the Incumbent Board (as defined in subsection (B) below); (2) any acquisition by the Company;

2

(3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (4) any acquisition by any corporation pursuant to a transaction that complies with clauses (1), (2) and (3) of subsection (C) below; provided, further, that if any Person’s beneficial ownership of the Outstanding Company Voting Securities reaches or exceeds 35% as a result of a transaction described in clause (1) or (2) above, and such Person subsequently acquires beneficial ownership of additional voting securities of the Company, such subsequent acquisition shall be treated as an acquisition that causes such Person to own 35% or more of the Outstanding Company Voting Securities; and provided, further, that if at least a majority of the members of the Incumbent Board determines in good faith that a Person has acquired beneficial ownership of 35% or more of the Outstanding Company Voting Securities inadvertently, and such Person divests as promptly as practicable a sufficient number of shares so that such Person beneficially owns less than 35% of the Outstanding Company Voting Securities, then no Change in Control shall have occurred as a result of such Person’s acquisition;

(B)    individuals who, as of January 1, 2022, constitute the Board of Directors (as modified by the remainder of this subsection (B), the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a member of the Board of Directors subsequent to January 1, 2022 whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the members of the Board of Directors then comprising the Incumbent Board (either by specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee as a member of the Board of Directors, without objection to such nomination) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of members of the Board of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors;

(C)    the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation or other transaction (“Business Combination”) excluding, however, such a Business Combination pursuant to which (1) the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of members of the board of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries), (2) no Person (excluding any employee benefit plan (or related trust) of the Company, the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 35% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of members of the board of directors of the entity resulting from such Business Combination and (3) at least a majority of the members of the board of directors of the entity resulting from such Business

3

Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; or

(D)    approval by the Company’s stockholders of a complete liquidation or dissolution of the Company except pursuant to a Business Combination that complies with clauses (1), (2) and (3) of subsection (C) above;

(ii)    “Cause” means (A) gross negligence or willful failure by the Participant to perform the Participant’s duties and responsibilities to the Successor after written notice thereof and a failure to remedy such failure within twenty (20) days of such notice; (B) commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct by the Participant, at the Participant’s direction, or with the Participant’s prior personal knowledge that has caused or is reasonably expected to cause injury to the Successor; (C) the Participant’s conviction of, or pleading guilty or nolo contendere to, (1) a felony or (2) a crime that has, or could reasonably be expected to result in, an adverse impact on the performance of the Participant’s duties and responsibilities to the Successor, or otherwise has, or could reasonably be expected to result in, an adverse impact on the business, business reputation or business relationships of the Successor; (D) material unauthorized use or disclosure by the Participant of any confidential information of the Successor or any other party to whom the Participant owes an obligation of nonuse and nondisclosure as a result of the Participant’s relationship with the Successor unless otherwise permitted; (E) breach by the Participant of any of the Participant’s material obligations under any written agreement with the Successor or of the Successor’s code of conduct, code of ethics or any other material written policy or of a fiduciary duty or responsibility to the Successor after written notice thereof and a failure to remedy such breach within twenty (20) days of such notice; or (F) the Participant’s misappropriation of the assets or business opportunities of the Successor; and

(iii)    “Good Reason” means any of the following events has occurred without the Participant’s express prior written consent (provided that (x) within ninety (90) days after the Participant learns of the occurrence of such event, the Participant gives written notice to the Successor describing such event and demanding cure, (y) such event is not fully cured within thirty (30) days after such notice is given, and (z) the Participant terminates the Participant’s employment with the Successor within thirty (30) days thereafter):  (A) the Successor materially breaches any of its obligations in this Agreement; (B) the Successor materially diminishes the Participant’s base salary (provided, however, that any across-the-board reduction in base salaries of 30% or less that is part of a reduction applicable to all similarly situated employees of the Successor will not (by itself) be deemed to constitute a “Good Reason” event hereunder); (C) the Successor materially diminishes the Participant’s job title and/or the nature and/or scope of the Participant’s job responsibilities and duties; or (D) the Successor relocates the facility that is the Participant’s principal place of business with the Successor to a location more than fifty (50) miles from the immediately preceding location (excluding travel in the ordinary course of business), unless the Successor maintains or provides an alternate business location within fifty (50) miles of the immediately preceding location that includes a reasonably suitable office for the Participant to continue to perform the Participant’s duties, or permits the Participant to perform the Participant’s duties from a home office. The Participant may not invoke termination for Good Reason if Cause exists at the time of such termination.

4

6.Delivery of Common Stock. Subject to Section 10 hereof, as soon as practicable following the applicable Vesting Date (or, if applicable, the date of a Change in Control for any RSUs vesting pursuant to Section 5(a) hereof or a subsequent vesting date as described for any RSUs vesting pursuant to Section 5(c) hereof) but in any event no later than the end of the calendar year in which such Vesting Date, Change in Control or subsequent vesting date occurs, as applicable, GrafTech shall deliver one share of Common Stock to the Participant in respect of each vested RSU for which delivery is provided hereunder; provided that, to the extent required to avoid accelerated taxation and tax penalties under Section 409A of the Code, such shares (and cash, if any) will be delivered six months and one day after the Participant’s separation from service (or the Participant’s death, if earlier).

7.Forfeiture; Termination of Employment. Other than as set forth in Section 5 of this Agreement, any unvested RSUs shall expire and be forfeited upon the termination of Participant’s Employment for any reason without any consideration and the Participant shall have no further rights thereto.

8.Transferability. No RSUs may be sold, pledged, hypothecated, or otherwise encumbered or subject to any lien, obligation, or liability of the Participant to any party (other than GrafTech), or assigned or transferred by such Participant, but immediately upon such purported sale, assignment, transfer, pledge, hypothecation or other disposal of any RSU will be forfeited by the Participant and all of the Participant’s rights to such RSU shall immediately terminate without any payment or consideration from GrafTech.

9.Incorporation of Plan. All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan shall govern (unless otherwise stated therein). All capitalized terms used and not defined herein shall have the meaning given to such terms in the Plan.

10.Taxes. To the extent required by applicable federal, state, local or foreign law, the Participant shall make arrangements satisfactory to GrafTech for the satisfaction of any withholding tax obligations that arise with respect to the vesting of the RSUs in accordance with Section 13 of the Plan. GrafTech shall not be required to deliver shares of Common Stock to the Participant until it determines such obligations are satisfied.

11.Construction of Agreement. Any provision of this Agreement (or portion thereof) which is deemed invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this section, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions thereof in such jurisdiction or rendering that or any other provisions of this Agreement invalid, illegal, or unenforceable in any other jurisdiction. If any covenant should be deemed invalid, illegal or unenforceable because its scope is considered excessive, such covenant shall be modified so that the scope of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable. No waiver of any provision or violation of this Agreement by GrafTech shall be implied by GrafTech’s forbearance or failure to take action. No provision of this Agreement shall be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code.

12.Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring nor shall any waiver of any single breach or default be

5

deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party or any provisions or conditions of this Agreement, shall be in writing and shall be effective only to the extent specifically set forth in such writing.

13.No Special Employment Rights; No Right to Award. Nothing contained in the Plan or any Stock Incentive Award shall confer upon any Participant any right with respect to the continuation of his or her Employment with the Company or interfere in any way with the right of the Company at any time to terminate such Employment or to increase or decrease the compensation of the Participant from the rate in existence at the time of the grant of the RSUs. The rights or opportunity granted to the Participant on the granting of these RSUs shall not give the Participant any rights or additional rights to compensation or damages in consequence of any of: (a) the Participant giving or receiving notice of termination of his or her office or Employment; (b) the loss or termination of his or her office or Employment with the Company for any reason whatsoever; or (c) whether or not the termination (and/or giving of notice) is ultimately held to be wrongful or unfair.

14.Stockholder’s Rights. The Participant shall have no rights as a stockholder of GrafTech with respect to any shares of Common Stock in respect of the RSUs awarded under this Agreement until the date of issuance to the Participant of a certificate or other evidence of ownership representing such shares of Common Stock in settlement thereof. For purposes of clarification, the Participant shall not have any voting or dividend rights with respect to the shares of Common Stock underlying the RSUs prior to settlement.

15.Data Privacy. By participating in the Plan each Participant consents to the collection, holding, processing and transfer of data relating to the Participant and, in particular, to the processing of any sensitive personal data by the Company for all purposes connected with the operation of the Plan, including, but not limited to: (a) holding and maintaining details of the Participant and his or her participation in the Plan; (b) transferring data relating to the Participant and his or her participation in the Plan to the Company’s registrars or brokers, the plan administrator or any other relevant professional advisers or service providers to the Company; and (c) disclosing details of the Participant and his or her participation in the Plan to a bona fide prospective purchaser of the Company (or the prospective purchaser’s advisers).

16.Integration. This Agreement, and the other documents referred to herein or delivered pursuant hereto which form a part hereof, contain the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein and in the Plan. This Agreement, including without limitation the Plan, supersedes all prior agreements and understandings between the parties with respect to its subject matter.

17.Clawback Policies. Notwithstanding anything in the Plan to the contrary, GrafTech will be entitled, to the extent permitted or required by applicable law, Company policy and/or the requirements of an exchange on which GrafTech’s shares of Common Stock are listed for trading, in each case, as in effect from time to time, to recoup compensation of whatever kind paid by GrafTech or any of its affiliates at any time to a Participant under the Plan and the Participant, by accepting this award of RSUs pursuant to the Plan and this Agreement, agrees to comply with any Company request or demand for such recoupment. In addition, a Participant’s rights, payments, gains and benefits with respect to the RSUs shall be subject to, in the sole and good faith judgment of the Committee, reduction, cancellation, forfeiture or recoupment if the Participant engages in Detrimental Conduct (as defined below); provided, that any change to the

6

terms of the RSUs shall be effected in a way that causes the RSUs to be excluded from the application of, or to comply with, Section 409A of the Code. For the purposes of this Agreement, “Detrimental Conduct” means activities which have been, are or would reasonably be expected to be detrimental to the interests of the Company, as determined in the sole and good faith judgment of the Committee. Such activities include, but are not limited to, gross neglect or willful and continuing refusal by the Participant to substantially perform his or her duties or responsibilities for or owed to the Company, unlawful conduct under securities, antitrust, tax or other laws, improper disclosure or use of Company confidential or proprietary information or trade secrets, competition with or improper taking of a corporate opportunity of any business of the Company, failure to cooperate in any investigation or legal proceeding regarding the Company, or misappropriation of Company property. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement or any ancillary document prevents the Participant from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations (and for purpose of clarity the Participant is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act).

18.Policy Against Insider Trading. By accepting the RSUs, the Participant acknowledges that the Participant is bound by all the terms and conditions of GrafTech’s insider trading policy as may be in effect from time to time.

19.280G Provisions. (a) Notwithstanding any other provision of this Agreement or any other plan, arrangement, or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company to the Participant or for the Participant’s benefit pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute parachute payments (“Parachute Payments”) within the meaning of Section 280G of the Code and would, but for this Section 19 be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then the Covered Payments shall be payable either (i) in full or (ii) after reduction to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax, whichever of the foregoing (i) or (ii) results in the Participant’s receipt on an after-tax basis of the greatest amount of benefits after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax), notwithstanding that all or some portion of such benefits may be taxable under the Excise Tax.

(b) Unless the Company and the Participant otherwise agree in writing, any determination required under this Section 19 shall be made in writing in good faith by a nationally recognized accounting firm (the “Accountants”). In the event of a reduction in Covered Payments hereunder, the reduction of the total payments shall apply as follows, unless otherwise agreed in writing and such agreement is in compliance with Section 409A of the Code: (i) first, any cash severance payments due shall be reduced and (ii) second, any acceleration of vesting of any equity shall be deferred with the tranche that would vest last (without any such acceleration) first deferred. For purposes of making the calculations required by this Section 19, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. The Company and the Participant shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 19. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 19.

7

(c) If notwithstanding any reduction described in this Section 19, the Internal Revenue Service (“IRS”) determines that the Participant is liable for the Excise Tax as a result of the receipt of the Covered Payments, then the Participant shall be obligated to pay back to the Company, within thirty (30) days after a final IRS determination or in the event that the Participant challenges the final IRS determination, a final judicial determination a portion of such amounts equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that the Participant’s net after-tax proceeds with respect to any payment of the Covered Payments (after taking into account the payment of the Excise Tax and all other applicable taxes imposed on the Covered Payments) shall be maximized. The Repayment Amount with respect to the payment of Covered Payments shall be zero if a Repayment Amount of more than zero would not result in the Participant’s net after-tax proceeds with respect to the payment of the Covered Payments being maximized. If the Excise Tax is not eliminated pursuant to this paragraph, the Participant shall pay the Excise Tax. Notwithstanding any other provision of this Section 19, if (i) there is a reduction in the payment of Covered Payments as described in this Section 19, (ii) the IRS later determines that the Participant is liable for the Excise Tax, the payment of which would result in the maximization of the Participant’s net after-tax proceeds (calculated as if the Covered Payments had not previously been reduced), and (iii) the Participant pays the Excise Tax, then the Company shall pay to the Participant those Covered Payments which were reduced pursuant to this Section 19 contemporaneously or as soon as administratively possible after the Participant pays the Excise Tax so that the Participant’s net after-tax proceeds with respect to the payment of Covered Payments are maximized.

20.Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

21.Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to the provisions governing conflict of laws.

22.Participant Acknowledgment. The Participant hereby acknowledges receipt of a copy of the Plan. The Participant hereby acknowledges that all decisions, determinations and interpretations of the Committee in respect of the Plan and this Agreement shall be final and conclusive. The Participant acknowledges that there may be adverse tax consequences upon vesting of the RSUs or disposition of the underlying shares of Common Stock and that the Participant should consult a tax advisor prior to such vesting or disposition.

23.Non-U.S. Addendum. Notwithstanding any provisions in this document to the contrary, the Options will also be subject to the special terms and conditions set forth on Appendix A for Participants who reside outside of the United States. Moreover, if a Participant is not a resident of any of the countries listed on Appendix A as of the Grant Date, but relocates to one of the listed countries at any point thereafter, the special terms and conditions for such country will apply to the Participant, to the extent GrafTech determines that the application of such terms and conditions are necessary or advisable in order to comply with local law or facilitate the administration of the Plan. Appendix A constitutes part of this Agreement.

8

IN WITNESS WHEREOF, GrafTech has caused this Agreement to be duly executed by its duly authorized officer and said Participant has hereunto signed this Agreement on his or her own behalf, thereby representing that the Participant has carefully read and understands this Agreement and the Plan as of the day and year first written above.

GrafTech International Ltd.

By:    

Title:    

Participant:    

Note: Where Participant consent is required for data privacy purposes, the Participant’s signature above confirms the Participant’s consent.

[Signature Page to RSU Agreement]

APPENDIX A

SPECIAL TERMS AND CONDITIONS OF THE RESTRICTED STOCK UNIT AGREEMENT FOR INTERNATIONAL GRAFTECH PARTICIPANTS

TERMS AND CONDITIONS

This Appendix A, which is part of the GrafTech International Ltd. Omnibus Equity Incentive Plan Restricted Stock Unit Agreement (the “Agreement”), contains special terms and conditions of the restricted stock units (“RSUs”) that will apply to you if you reside in one of the countries listed below. Capitalized terms used but not defined herein shall have the same meanings assigned to them in the GrafTech International Ltd. Omnibus Equity Incentive Plan (the “Plan”) and/or the Agreement.

NOTIFICATIONS

This Appendix A also includes information regarding exchange control and certain other issues of which you should be aware with respect to your RSUs. The information is based on the securities, exchange control and other laws in effect in the respective countries as of February 2022. Such laws are often complex and change frequently. GrafTech International Ltd. ( “GrafTech”) therefore strongly recommends that you do not rely on the information in this Appendix A as the only source of information relating to the consequences of the RSUs because such information may be outdated when the RSUs vest and/or you sell any shares of Common Stock after vesting.

In addition, the information contained herein is general in nature and may not apply to your particular situation, and GrafTech is not in a position to assure you of a particular result. Accordingly, you should seek appropriate professional advice as to how the relevant laws in your country may apply to your situation.

Finally, if you are a citizen or resident of a country other than the one in which you are currently working, transferred employment after the RSUs were granted to you, or are considered a resident of another country for local law purposes, the information contained herein may not apply.

COUNTRIES COVERED BY THIS APPENDIX A:

France, Mexico, Spain and Switzerland.

------------------------------------------------------------------------------------------------------------

10

ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO ALL NON-U.S. PARTICIPANTS:

1.    Electronic Delivery and Consent to Electronic Participation. GrafTech may, in its sole discretion, decide to deliver any documents related to the RSUs by electronic means. The Participant has consented to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by GrafTech or another third party designated by GrafTech.

2.    Nature of Grant. The Participant has acknowledged that:

(a)    the Plan is established voluntarily by GrafTech, is discretionary in nature and may be modified, amended, suspended or terminated by GrafTech at any time, unless otherwise provided in the Plan or the Agreement;

(b)    the grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted repeatedly in the past;

(c)    all decisions with respect to future grants of RSUs, if any, will be at the sole discretion of GrafTech;

(d)    Participant is voluntarily participating in the Plan;

(e)    the RSUs are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to GrafTech, its Subsidiaries, and/or its affiliates, and that is outside the scope of the Participant’s employment contract with GrafTech or its affiliates, if any;

(f)    the RSUs are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long service awards, pension or retirement benefits or similar payments;

(g)    the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;

(h)    in consideration of the grant of the RSUs, no claim or entitlement to compensation or damages shall arise from forfeiture or termination of the RSUs or diminution in value of the RSUs or the shares of Common Stock resulting from the Participant’s termination of employment (for any reason whatsoever and whether or not in breach of local labor laws); and

(i)    notwithstanding any terms or conditions of the Plan to the contrary, in the event of the involuntary termination of the Participant’s employment, the Participant’s right to receive the RSUs and vest in the RSUs under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of the involuntary termination of employment, the Participant’s right to vest in the RSUs after termination of employment, if any, will be measured by the date of termination of the Participant’s active employment and will not be extended by any notice period mandated under local law.

11

3.    Data Privacy. Section 15 of the Agreement is amended in its entirety to read as follows:

“The Participant understands that GrafTech and the Participant’s employer (the “Employer”) may process certain personal information about the Participant, including the Participant’s name, home address, email address, and telephone number, date of birth, social insurance number, passport number or other identification number, salary, nationality, job title, any shares of stock or directorships held in GrafTech, details of all RSUs or any other entitlement to shares of stock awarded, canceled, purchased, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing, administering and managing the Plan (“Data”).

The Participant also consents to the transfer of the Data to the United States for processing.

Please note that as part of that processing in the United States, Data will be transferred to Solium Capital LLC (“Solium”), or such other stock plan service provider as may be selected by GrafTech in the future, which is assisting GrafTech with the implementation, administration and management of the Plan. The Participant understands that the recipients of the Data are in the United States, and that the United States has different data privacy laws and protections than the Participant’s country. GrafTech or Solium may also employ third parties—pursuant to a written contract—to further process your Data pursuant to the Plan. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Participant’s local human resources representative. The Participant understands that Data will be held for an indefinite period as part of GrafTech's statutory records. With some exceptions, the Participant understands that the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local human resources representative.

The Participant may withdraw his or her consent at any time; however doing so will affect the Participant’s ability to participate in the Plan. For more information, please see the Privacy Notice attached hereto as Addendum 1, or GrafTech’s Privacy Policy, or contact the Participant’s local human resources representative.

4.    Language. By signing this Agreement, the Participant acknowledges that the Participant has agreed to the receipt of this Agreement and all documents related to the RSUs in the English language.

12

COUNTRY-SPECIFIC LANGUAGE:

FRANCE

TERMS AND CONDITIONS

Clawback Policies. Section 17 of the Agreement will only apply to the RSUs to the extent permitted by applicable law. In addition, the last sentence of Section 17 will be amended and replaced in its entirety to read as follows:

“Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prevents the Participant, in accordance with applicable law, from the internal or external reporting, or public disclosure, of possible legal violations. Within the framework of applicable law, these acts include reporting to authorities without prior notice to GrafTech or any Subsidiary that employs the Participant, or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations. For purposes of clarity, the Participant is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act.”

NOTIFICATIONS

Exchange Control Information. If you import or export cash (e.g., sales’ proceeds received under the Plan) with a value equal to or exceeding €10,000 and do not use a financial institution to do so, you must submit a report to the customs and excise authorities. If you maintain a foreign bank account, you are required to report such account to the French tax authorities when filing your annual tax return.

**********

MEXICO

TERMS AND CONDITIONS

Labor Law Policy and Acknowledgment. In accepting the grant of the RSUs, I expressly recognize that GrafTech International Ltd., with registered offices at 982 Keynote Circle, Brooklyn Heights, Ohio 44131 U.S.A., is solely responsible for the administration of the Plan and that my participation in the Plan and acquisition of shares do not constitute an employment relationship between GrafTech International Ltd. and me since I am participating in the Plan on a wholly commercial basis and my sole employer is GrafTech Mexico S.A. de C.V., Carretera Miguel Aleman, Km. 20 #600 Ote, Apodaca, Nuevo Leon, Mexico, 66600. Based on the foregoing, I expressly recognize that the Plan and the benefits that I may derive from participating in the Plan do not establish any rights between my employer, GrafTech Mexico S.A. de C.V., and me, do not form part of the employment conditions and/or benefits provided by my employer, and any modification of the Plan or their termination shall not constitute a change or impairment of the terms and conditions of my employment with my employer.

I further understand that my participation in the Plan is as a result of a unilateral and discretionary decision of GrafTech International Ltd.; therefore, GrafTech International Ltd. reserves the absolute right to amend and/or discontinue my participation at any time without any liability to me.

13

Finally, I hereby declare that I do not reserve to myself any action or right to bring any claim against GrafTech International Ltd. for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and I therefore grant a full and broad release to GrafTech International Ltd., its affiliates, branches, representation offices, its shareholders, officers, agents, or legal representatives with respect to any claim that may arise.

TÉRMINOS Y CONDICIONES

Política de Ley Laboral y Reconocimiento. Al aceptar el otorgamiento de RSUs, expresamente reconozco que GrafTech International Ltd., con domicilio en 982 Keynote Circle, Brooklyn Heights, Ohio 44131 U.S.A., es el único responsable para la administración de Plan y que mi participación en el Plan y adquisición de acciones no constituye una relación de trabajo entre GrafTech International Ltd. y el suscrito, toda vez que mi participación en el Plan es totalmente en base a una relación comercial entre mi único patrón GrafTech Mexico S.A. de C.V., Carretera Miguel Aleman, Km. 20 #600 Ote, Apodaca, Nuevo Leon, Mexico, 66600. Derivado de lo anterior, expresamente reconozco que el Plan y los beneficios que pudieran derivar de mi participación en el Plan no establece derechos entre mi único patrónGrafTech Mexico S.A. de C.V., yel suscrito, no forman parte de mis condiciones de trabajo y/o prestaciones otorgadas por mi único patrón y cualquier modificación del Plan o su terminación no constituye un cambio o detrimento en los términos y condiciones de mi relación de trabajo con mi patrón.

Adicionalmente, entiendo que mi participación en el Plan es resultado de una decisión unilateral y discrecional de GrafTech International Ltd.; por lo tanto, GrafTech International Ltd. se reserva el derecho absoluto de modificar y/o descontinuar mi participación en cualquier tiempo sin ninguna responsabilidad hacia mi.

Finalmente, expresamente declaro que no me reservo acción o derecho que ejercitar en contra de GrafTech International Ltd. por cualquier daño o perjuicio en relación con cualquier disposición del Plan o los beneficios derivados de dicho Plan y por lo tanto otorgo el finiquito más amplio que en derecho proceda a GrafTech International Ltd., sus afiliadas, sucursales, oficinas de representación, sus accionistas, funcionarios, agentes o representantes legales, en relación a cualquier demanda que pudiera surgir.

NOTIFICATIONS

There are no country-specific notifications.

**********

SPAIN

TERMS AND CONDITIONS

Clawback Policies. The last sentence of Section 17 will be amended and replaced in its entirety to read as follows:

“Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prevents the Participant, in accordance with applicable law, from the internal or external reporting, or public disclosure, of possible legal violations. Within the framework of applicable law, these acts include reporting to authorities without prior notice to GrafTech or any Subsidiary that employs the Participant, or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations. For purposes of clarity, the Participant is not prohibited from providing information voluntarily to

14

the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act.”

NOTIFICATIONS

Exchange Control Information. All acquisitions of foreign shares by Spanish residents must comply with exchange control regulations in Spain. Because of foreign investment requirements, the acquisition of shares of Common Stock upon vesting of the RSUs must be declared for statistical purposes to the Spanish Direccion General de Politica Comercial y de Inversiones Extranjeras (the “DGPCIE”). If you acquire shares of Common Stock through the use of a Spanish financial institution, that institution will automatically make the declaration to the DGPCIE for you. Otherwise, you must make the declaration by filing a form with the DGPCIE.

If you import the shares of Common Stock acquired upon vesting of the RSUs into Spain, you must declare the importation of the share certificates to the DGPCIE.

In addition, you must also file a declaration of the ownership of the Common Stock with the Directorate of Foreign Transactions each January while the shares are owned. These filings are made on standard forms furnished by the Directorate of Foreign Transactions.

When you receive any foreign currency payments (i.e., as a result of the sale of the shares of Common Stock), you must inform the institution receiving the payment of the basis upon which such payment is made and provide certain specific information (e.g., name, address, and fiscal identification number; the name and corporate domicile of the company; the amount of the payment; the type of foreign currency received; the country of origin; and the reason for the payment).

Tax Reporting. If you hold assets (e.g., cash or shares in a bank or brokerage account) or rights outside Spain that exceed €50,000 per type of asset, you must file a Form 720 with the Spanish Tax Authorities by March 31st of each year.

Securities Law Notice. The RSUs granted under the Plan do not qualify as securities under Spanish regulations. By the grant of the RSUs, no “offer of securities to the public”, as defined under Spanish law, has taken place or will take place in Spanish territory. The present document and any other document relating to the offer of RSUs under the Plan has not been nor will it be registered with the Comisión Nacional del Mercado de Valores (Spanish Securities Exchange Commission), and it does not constitute a public offering prospectus.

**********

SWITZERLAND

TERMS AND CONDITIONS

There are no country-specific terms and conditions.

NOTIFICATIONS

The grant of the RSUs is considered a private offering in Switzerland and is not subject to registration in Switzerland.

15

Addendum 1

2022

Re: GrafTech International Ltd. Omnibus Equity Incentive Plan (the “Plan”)

Dear Participant:

For the purposes of applicable data protection laws, including the General Data Protection Regulation (“GDPR”) (as implemented in the European Union and the United Kingdom), GrafTech International Ltd.(the “Company”) wants to make its non-US participants in the Plan aware that the Company collects certain Data (as defined below) about the participants, and processes it in the United States. The Company also wants to explain why the Company processes this Data and to let each participant know how to raise any questions regarding the Company’s use of the Data. The purpose of this communication is to provide participants with this information.

This document constitutes a Notice under the applicable privacy laws, including the GDPR.

This communication supplements information relating to the use of your Data set out in our Privacy Policy, the relevant agreement, or agreements, including any addenda, issued to you under the Plan (the “Agreements”). Should there be any inconsistency between the terms of this Notice and the Agreements relating to the Company’s use of your Data, then this Notice will apply.

The term “Data” as used in this Notice includes your name, home address, email address, and telephone number, date of birth, social insurance number, passport number or other identification number, salary, nationality and job title, as well as details of any shares, directorships, awards or any other equity or share rights you may have in the Company (whether awarded, canceled, purchased, exercised, vested, unvested or outstanding).

Data Controller Entity: The Company is the Data Controller. The Company is a Delaware corporation, with its principal United States office at 982 Keynote Circle, Brooklyn Heights, Ohio 44131 U.S.A.

Purposes: Data is held for the exclusive purpose of entering into, performing, administering and managing your participation in the Plan.

Basis for Processing: The Company holds the Data because it is necessary to implement, administer and maintain the Plan and each participant’s participation in the Plan. The Company has a legitimate interest in doing so, and it also relies upon consent, as applicable.

International Transfers of Data: As the Company is based in the United States and the Agreements are performed in the United States, the Company can only meet its contractual obligations to you under the Agreements if the Data is transferred to the United States. The Company will ensure it has a lawful basis for doing so. The performance of the contractual obligations of the Company to you is one of the legal bases for the transfer of the Data from the European Union, European Economic Area, United Kingdom, or other countries to the United States. The Company also relies upon consent, as applicable. You should be aware that the United States has different data privacy laws and protections than the data privacy laws in place in the European Union, European Economic Area, the United Kingdom, or other countries.

Retention Period: Records relating to the Plan are kept for an indefinite period as they are part of the long-term statutory records of the Company.

Other Recipients: To fulfil its obligations under the Agreements, the Company may share Data with its subsidiary companies who employ participants in the Plan, including GrafTech International Holdings Inc. In addition, Data may be transferred to certain third parties assisting in the implementation, administration and management of the Plan, such as share plan administrators and transfer agents, including Solium Capital LLC, who are subject to contractual arrangements required under applicable law. At your instruction, the Data will be shared with a broker or other third party whom you have

16

instructed the Company to deposit shares or other securities acquired upon the vesting of any awards under the Agreements.

Data Subject Rights: Participants may be entitled to a number of rights under the GDPR or other applicable privacy law. Depending upon the circumstances, these may include the right of data portability (where the Company helps a participant move Data to another entity), the right to object to the processing of the Data, the right to require the Company to update and correct the Data, the right to require erasure of the Data, and the right for the participant to review the Data held by the Company and to require the Company to cease processing it. To the extent consent is relied upon, you have the right to withdraw your consent at any time. You must understand, however, that any request restricting the use of Data may affect your ability to continue participating in the Plan. For more information on the consequences of your refusal to consent or your withdrawal of consent, please contact the Company using the contact details below.

Data Security: The Company recognizes the importance of treating Data in a lawful, fair, and transparent manner. The Company will apply appropriate technical and organizational measures designed to prevent the unlawful access, processing and/or the accidental loss or destruction of the Data.

Contact: If you have any questions concerning this Notice, you should contact Jessica Johnston by using the following contact details: Jessica.Johnston@graftech.com.

17

EX-10.5

Exhibit 10.5

[Form of Stock Option Grant Agreement – Non-US Participant]

GRAFTECH INTERNATIONAL LTD.
OMNIBUS EQUITY INCENTIVE PLAN

STOCK OPTION GRANT AGREEMENT
(Non-Qualified Stock Options)

THIS STOCK OPTION GRANT AGREEMENT (this “Agreement”), made as of , 2022, is entered into by and between GrafTech International Ltd. (“GrafTech”) and (the “Participant”).

WHEREAS, GrafTech has adopted the GrafTech International Ltd. Omnibus Equity Incentive Plan (the “Plan”); and

WHEREAS, Section 6 of the Plan provides for the grant to Participants of non-qualified stock options to purchase shares of Common Stock of GrafTech.

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:

1.Grant of Options. Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, GrafTech has granted to the Participant non-qualified stock options (the “Options”) each with respect to one (1) share of Common Stock of GrafTech.

2.Grant Date. The grant date of the Options is (“Grant Date”).

3.Exercise Price. The exercise price for each Option is $ per share of Common Stock (the “Exercise Price”).

4.Vesting of Options. Subject to the provisions of Sections 5, 6 and 7 hereof and to the Participant’s continued Employment with the Company through each applicable date, the Options shall vest and become exercisable in accordance with the following schedule (each such date, a “Vesting Date”):

(a)20% Options shall vest and become exercisable on the first anniversary of the Grant Date;

(b)20% Options shall vest and become exercisable on the second anniversary of the Grant Date;

(c)20% Options shall vest and become exercisable on the third anniversary of the Grant Date;

(d)20% Options shall vest and become exercisable on the fourth anniversary of the Grant Date; and

(e)20% Options shall vest and become exercisable on the fifth anniversary of the Grant Date.

5.Manner of Exercise. Subject to Section 6(b)(ii) of the Plan, Options shall be exercised by delivery of an electronic or physical written notice to the Secretary of GrafTech, or such other method as permitted by the Committee from time to time and communicated to the Participant (the “Exercise Notice”), which shall state the election to exercise Options, specify the number of Options being exercised, and such other representations and agreements as may be required by the Committee pursuant to the provisions of the Plan. The Exercise Notice shall be

accompanied by payment for an amount equal to the Exercise Price multiplied by the number of Options specified in such Exercise Notice (“Aggregate Exercise Price”). Such payment may be made in: (a) cash; (b) shares of Common Stock held by the Participant having a Fair Market Value equal to the Aggregate Exercise Price; (c) a combination of cash and shares; (d) subject to applicable law, through a broker-assisted exercise; or (e) by the withholding from delivery upon exercise shares of Common Stock having a Fair Market Value equal to the Aggregate Exercise Price, but only to the extent such right or the utilization of such right would not cause the Options to be subject to Section 409A of the Code and to the extent the use of net-physical settlement is permitted by, and is in compliance with, applicable law; provided no such method will be permitted if it would have an adverse accounting effect in respect of the Options. The partial exercise of Options, alone, shall not cause the expiration, termination or cancellation of the remaining Options.

6.Expiration of Options; Termination of Employment. Options shall be exercisable, in accordance with the provisions of Sections 4, 5 and 7 hereof, until the tenth (10th) anniversary of the Grant Date, unless terminated earlier as provided herein. In the event the Participant’s Employment is terminated for any reason, (a) Options unvested on the date of termination shall immediately be forfeited for no consideration as of the date of such termination and (b) Options vested on the date of termination may be exercised by the Participant or the Participant’s estate or legal representative, as applicable, at any time prior to the tenth (10th) anniversary of the Grant Date.

7.Change in Control. (a) In the event of a Change in Control, except to the extent that a Replacement Award is provided to the Participant in accordance with this Section 7 and/or Section 8 of the Plan to continue, replace or assume the Options (the “Replaced Award”), any then-outstanding unvested Options will become fully vested and exercisable with respect to the Participant in accordance with Section 5 hereof (even in the event that the Participant’s Employment is terminated on the date of such Change in Control) and shall be exercisable until the termination date set forth in Section 6(b).

(b)    A “Replacement Award” means an award (i) of the same type (e.g., time-based stock options) as the Replaced Award, (ii) that has a value at least equal to the value of the Replaced Award, (iii) that relates to publicly traded equity securities of the Company or its successor in the Change in Control (or another entity that is affiliated with the Company or its successor following the Change in Control), (iv) if the Participant holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Participant under the Code are not less favorable to such Participant than the tax consequences of the Replaced Award, and (v) the other terms and conditions of which are not less favorable to the Participant holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 7(b) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

(c)    If, after receiving a Replacement Award, the Participant experiences a termination of employment with the Company (or any of its successors) (as applicable, the “Successor”) by reason of a termination by the Successor without Cause or by the Participant for Good Reason, in each case within a period of two years after the Change in Control and during the remaining vesting period for the Replacement Award, the Replacement Award shall become nonforfeitable and exercisable until the termination date set forth in Section 6(b) upon such

2

termination. If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding Options that at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be nonforfeitable at the time of such Change in Control.

(d)    For purposes of this Agreement:

(i)    a “Change in Control” will be deemed to have occurred upon the occurrence (after the Grant Date) of any of the following events:

(A)    the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of voting securities of the Company where such acquisition causes such Person to own 35% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of members of the Board of Directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (A), the following acquisitions shall not be deemed to result in a Change in Control: (1) any acquisition directly from the Company that is approved by the Incumbent Board (as defined in subsection (B) below); (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (4) any acquisition by any corporation pursuant to a transaction that complies with clauses (1), (2) and (3) of subsection (C) below; provided, further, that if any Person’s beneficial ownership of the Outstanding Company Voting Securities reaches or exceeds 35% as a result of a transaction described in clause (1) or (2) above, and such Person subsequently acquires beneficial ownership of additional voting securities of the Company, such subsequent acquisition shall be treated as an acquisition that causes such Person to own 35% or more of the Outstanding Company Voting Securities; and provided, further, that if at least a majority of the members of the Incumbent Board determines in good faith that a Person has acquired beneficial ownership of 35% or more of the Outstanding Company Voting Securities inadvertently, and such Person divests as promptly as practicable a sufficient number of shares so that such Person beneficially owns less than 35% of the Outstanding Company Voting Securities, then no Change in Control shall have occurred as a result of such Person’s acquisition;

(B)    individuals who, as of January 1, 2022, constitute the Board of Directors (as modified by the remainder of this subsection (B), the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a member of the Board of Directors subsequent to January 1, 2022 whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the members of the Board of Directors then comprising the Incumbent Board (either by specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee as a member of the Board of Directors, without objection to such nomination) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of members of the Board of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors;

3

(C)    the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation or other transaction (“Business Combination”) excluding, however, such a Business Combination pursuant to which (1) the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of members of the board of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries), (2) no Person (excluding any employee benefit plan (or related trust) of the Company, the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 35% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of members of the board of directors of the entity resulting from such Business Combination and (3) at least a majority of the members of the board of directors of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; or

(D)    approval by the Company’s stockholders of a complete liquidation or dissolution of the Company except pursuant to a Business Combination that complies with clauses (1), (2) and (3) of subsection (C) above;

(ii)    “Cause” means (A) gross negligence or willful failure by the Participant to perform the Participant’s duties and responsibilities to the Successor after written notice thereof and a failure to remedy such failure within twenty (20) days of such notice; (B) commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct by the Participant, at the Participant’s direction, or with the Participant’s prior personal knowledge that has caused or is reasonably expected to cause injury to the Successor; (C) the Participant’s conviction of, or pleading guilty or nolo contendere to, (1) a felony or (2) a crime that has, or could reasonably be expected to result in, an adverse impact on the performance of the Participant’s duties and responsibilities to the Successor, or otherwise has, or could reasonably be expected to result in, an adverse impact on the business, business reputation or business relationships of the Successor; (D) material unauthorized use or disclosure by the Participant of any confidential information of the Successor or any other party to whom the Participant owes an obligation of nonuse and nondisclosure as a result of the Participant’s relationship with the Successor unless otherwise permitted; (E) breach by the Participant of any of the Participant’s material obligations under any written agreement with the Successor or of the Successor’s code of conduct, code of ethics or any other material written policy or of a fiduciary duty or responsibility to the Successor after written notice thereof and a failure to remedy such breach within twenty (20) days of such notice; or (F) the Participant’s misappropriation of the assets or business opportunities of the Successor; and

(iii)    “Good Reason” means any of the following events has occurred without the Participant’s express prior written consent (provided that (x) within ninety (90) days after the Participant learns of the occurrence of such event, the Participant gives written notice to the Successor describing such event and demanding cure, (y) such event is not

4

fully cured within thirty (30) days after such notice is given, and (z) the Participant terminates the Participant’s employment with the Successor within thirty (30) days thereafter):  (A) the Successor materially breaches any of its obligations in this Agreement; (B) the Successor materially diminishes the Participant’s base salary (provided, however, that any across-the-board reduction in base salaries of 30% or less that is part of a reduction applicable to all similarly situated employees of the Successor will not (by itself) be deemed to constitute a “Good Reason” event hereunder); (C) the Successor materially diminishes the Participant’s job title and/or the nature and/or scope of the Participant’s job responsibilities and duties; or (D) the Successor relocates the facility that is the Participant’s principal place of business with the Successor to a location more than fifty (50) miles from the immediately preceding location (excluding travel in the ordinary course of business), unless the Successor maintains or provides an alternate business location within fifty (50) miles of the immediately preceding location that includes a reasonably suitable office for the Participant to continue to perform the Participant’s duties, or permits the Participant to perform the Participant’s duties from a home office. The Participant may not invoke termination for Good Reason if Cause exists at the time of such termination.

8.Transferability. Options are exercisable during the Participant’s lifetime only by the Participant or his or her guardian or legal representative, and may not be sold, pledged, hypothecated, or otherwise encumbered or subject to any lien, obligation, or liability of the Participant to any party (other than GrafTech), or assigned or transferred by such Participant, but immediately upon such purported sale, assignment, transfer, pledge, hypothecation or other disposal of Options will be forfeited by the Participant and all of the Participant’s rights to such Options shall immediately terminate without any payment or consideration from GrafTech. Upon the death of a Participant, outstanding Options granted to such Participant may be exercised only by the executors or administrators of the Participant’s estate or by any person or persons who shall have acquired such right to exercise by will or by the laws of descent and distribution pursuant to Section 16 of the Plan.

9.Incorporation of Plan. All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan shall govern (unless otherwise stated therein). All capitalized terms used and not defined herein shall have the meaning given to such terms in the Plan.

10.Taxes. To the extent required by applicable federal, state, local or foreign law, the Participant shall make arrangements satisfactory to GrafTech for the satisfaction of any withholding tax obligations that arise with respect to the exercise of Options in accordance with Section 13 of the Plan. GrafTech shall not be required to deliver shares of Common Stock to the Participant until it determines such obligations are satisfied.

11.Construction of Agreement. Any provision of this Agreement (or portion thereof) which is deemed invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this section, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions thereof in such jurisdiction or rendering that or any other provisions of this Agreement invalid, illegal, or unenforceable in any other jurisdiction. If any covenant should be deemed invalid, illegal or unenforceable because its scope is considered excessive, such covenant shall be modified so that the scope of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable. No waiver of any provision or violation of this Agreement by GrafTech shall be implied by GrafTech’s forbearance or failure to take action. No provision of this Agreement shall be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code.

5

12.Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party or any provisions or conditions of this Agreement, shall be in writing and shall be effective only to the extent specifically set forth in such writing.

13.No Special Employment Rights; No Right to Award. Nothing contained in the Plan or any Stock Incentive Award shall confer upon any Participant any right with respect to the continuation of his or her Employment with the Company or interfere in any way with the right of the Company at any time to terminate such Employment or to increase or decrease the compensation of the Participant from the rate in existence at the time of the grant of the Options. The rights or opportunity granted to the Participant on the granting of these Options shall not give the Participant any rights or additional rights to compensation or damages in consequence of any of: (a) the Participant giving or receiving notice of termination of his or her office or Employment; (b) the loss or termination of his or her office or Employment with the Company for any reason whatsoever; or (c) whether or not the termination (and/or giving of notice) is ultimately held to be wrongful or unfair.

14.Data Privacy. By participating in the Plan each Participant consents to the collection, holding, processing and transfer of data relating to the Participant and, in particular, to the processing of any sensitive personal data by the Company for all purposes connected with the operation of the Plan, including, but not limited to: (a) holding and maintaining details of the Participant and his or her participation in the Plan; (b) transferring data relating to the Participant and his or her participation in the Plan to the Company’s registrars or brokers, the plan administrator or any other relevant professional advisers or service providers to the Company; and (c) disclosing details of the Participant and his or her participation in the Plan to a bona fide prospective purchaser of the Company (or the prospective purchaser's advisers).

15.Integration. This Agreement, and the other documents referred to herein or delivered pursuant hereto which form a part hereof, contain the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein and in the Plan. This Agreement, including without limitation the Plan, supersedes all prior agreements and understandings between the parties with respect to its subject matter.

16.Clawback Policies. Notwithstanding anything in the Plan to the contrary, GrafTech will be entitled, to the extent permitted or required by applicable law, Company policy and/or the requirements of an exchange on which GrafTech’s shares of Common Stock are listed for trading, in each case, as in effect from time to time, to recoup compensation of whatever kind paid by GrafTech or any of its affiliates at any time to a Participant under the Plan and the Participant, by accepting this award of Options pursuant to the Plan and this Agreement, agrees to comply with any Company request or demand for such recoupment. In addition, a Participant’s rights, payments, gains and benefits with respect to the Options shall be subject to, in the sole and good faith judgment of the Committee, reduction, cancellation, forfeiture or recoupment if the Participant engages in Detrimental Conduct (as defined below); provided, that any change to the terms of the Options shall be effected in a way that causes the Options to be excluded from the application of, or to comply with, Section 409A of the Code. For the purposes of this Agreement, “Detrimental Conduct” means activities which have been, are or would

6

reasonably be expected to be detrimental to the interests of the Company, as determined in the sole and good faith judgment of the Committee. Such activities include, but are not limited to, gross neglect or willful and continuing refusal by the Participant to substantially perform his or her duties or responsibilities for or owed to the Company, unlawful conduct under securities, antitrust, tax or other laws, improper disclosure or use of Company confidential or proprietary information or trade secrets, competition with or improper taking of a corporate opportunity of any business of the Company, failure to cooperate in any investigation or legal proceeding regarding the Company, or misappropriation of Company property. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement or any ancillary document prevents the Participant from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations (and for purpose of clarity the Participant is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act).

17.Policy Against Insider Trading. By accepting the Options, the Participant acknowledges that the Participant is bound by all the terms and conditions of GrafTech’s insider trading policy as may be in effect from time to time.

18.280G Provisions. (a) Notwithstanding any other provision of this Agreement or any other plan, arrangement, or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company to the Participant or for the Participant’s benefit pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute parachute payments (“Parachute Payments”) within the meaning of Section 280G of the Code and would, but for this Section 18 be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then the Covered Payments shall be payable either (i) in full or (ii) after reduction to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax, whichever of the foregoing (i) or (ii) results in the Participant’s receipt on an after-tax basis of the greatest amount of benefits after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax), notwithstanding that all or some portion of such benefits may be taxable under the Excise Tax.

(b) Unless the Company and the Participant otherwise agree in writing, any determination required under this Section 18 shall be made in writing in good faith by a nationally recognized accounting firm (the “Accountants”). In the event of a reduction in Covered Payments hereunder, the reduction of the total payments shall apply as follows, unless otherwise agreed in writing and such agreement is in compliance with Section 409A of the Code: (i) first, any cash severance payments due shall be reduced and (ii) second, any acceleration of vesting of any equity shall be deferred with the tranche that would vest last (without any such acceleration) first deferred. For purposes of making the calculations required by this Section 18, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. The Company and the Participant shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 18. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 18.

(c) If notwithstanding any reduction described in this Section 18, the Internal Revenue Service (“IRS”) determines that the Participant is liable for the Excise Tax as a result of the receipt of the Covered Payments, then the Participant shall be obligated to pay back to the

7

Company, within thirty (30) days after a final IRS determination or in the event that the Participant challenges the final IRS determination, a final judicial determination a portion of such amounts equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that the Participant’s net after-tax proceeds with respect to any payment of the Covered Payments (after taking into account the payment of the Excise Tax and all other applicable taxes imposed on the Covered Payments) shall be maximized. The Repayment Amount with respect to the payment of Covered Payments shall be zero if a Repayment Amount of more than zero would not result in the Participant’s net after-tax proceeds with respect to the payment of the Covered Payments being maximized. If the Excise Tax is not eliminated pursuant to this paragraph, the Participant shall pay the Excise Tax. Notwithstanding any other provision of this Section 18, if (i) there is a reduction in the payment of Covered Payments as described in this Section 18, (ii) the IRS later determines that the Participant is liable for the Excise Tax, the payment of which would result in the maximization of the Participant’s net after-tax proceeds (calculated as if the Covered Payments had not previously been reduced), and (iii) the Participant pays the Excise Tax, then the Company shall pay to the Participant those Covered Payments which were reduced pursuant to this Section 18 contemporaneously or as soon as administratively possible after the Participant pays the Excise Tax so that the Participant’s net after-tax proceeds with respect to the payment of Covered Payments are maximized.

19.Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

20.Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to the provisions governing conflict of laws.

21.Participant Acknowledgment. The Participant hereby acknowledges receipt of a copy of the Plan. The Participant hereby acknowledges that all decisions, determinations and interpretations of the Committee in respect of the Plan and this Agreement shall be final and conclusive. The Participant acknowledges that there may be adverse tax consequences upon exercise of the Options or disposition of the underlying shares of Common Stock and that the Participant should consult a tax advisor prior to such exercise or disposition.

22.Non-U.S. Addendum. Notwithstanding any provisions in this document to the contrary, the Options will also be subject to the special terms and conditions set forth on Appendix A for Participants who reside outside of the United States. Moreover, if a Participant is not a resident of any of the countries listed on Appendix A as of the Grant Date, but relocates to one of the listed countries at any point thereafter, the special terms and conditions for such country will apply to the Participant, to the extent GrafTech determines that the application of such terms and conditions are necessary or advisable in order to comply with local law or facilitate the administration of the Plan. Appendix A constitutes part of this Agreement.

8

IN WITNESS WHEREOF, GrafTech has caused this Agreement to be duly executed by its duly authorized officer and said Participant has hereunto signed this Agreement on his or her own behalf, thereby representing that the Participant has carefully read and understands this Agreement and the Plan as of the day and year first written above.

GrafTech International Ltd.

By:    

Title:    

Participant:    

Note: Where Participant consent is required for data privacy purposes, the Participant's signature above confirms the Participant's consent.

[Signature Page – Stock Option Grant Agreement]

APPENDIX A

SPECIAL TERMS AND CONDITIONS OF THE STOCK OPTION GRANT AGREEMENT FOR INTERNATIONAL GRAFTECH PARTICIPANTS

TERMS AND CONDITIONS

This Appendix A, which is part of the GrafTech International Ltd. Omnibus Equity Incentive Plan Stock Option Grant Agreement (the “Agreement”), contains special terms and conditions of the Options that will apply to you if you reside in one of the countries listed below. Capitalized terms used but not defined herein shall have the same meanings assigned to them in the GrafTech International Ltd. Omnibus Equity Incentive Plan (the “Plan”) and/or the Agreement.

NOTIFICATIONS

This Appendix A also includes information regarding exchange control and certain other issues of which you should be aware with respect to your Options. The information is based on the securities, exchange control and other laws in effect in the respective countries as of February 2022. Such laws are often complex and change frequently. GrafTech International Ltd. (“GrafTech”) therefore strongly recommends that you do not rely on the information in this Appendix A as the only source of information relating to the consequences of the Options because such information may be outdated when the Options are exercised and/or you sell any shares of Common Stock received upon exercise.

In addition, the information contained herein is general in nature and may not apply to your particular situation, and GrafTech is not in a position to assure you of a particular result. Accordingly, you should seek appropriate professional advice as to how the relevant laws in your country may apply to your situation.

Finally, if you are a citizen or resident of a country other than the one in which you are currently working, transferred employment after the Options were granted to you, or are considered a resident of another country for local law purposes, the information contained herein may not apply.

COUNTRIES COVERED BY THIS APPENDIX A:

Mexico, Spain and Switzerland.

ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO ALL NON-U.S. PARTICIPANTS:

1.Electronic Delivery and Consent to Electronic Participation. GrafTech may, in its sole discretion, decide to deliver any documents related to the Options by electronic means. The Participant has consented to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by GrafTech or another third party designated by GrafTech.

2.Nature of Grant. The Participant has acknowledged that:

(a)the Plan is established voluntarily by GrafTech, is discretionary in nature and may be modified, amended, suspended or terminated by GrafTech at any time, unless otherwise provided in the Plan or the Agreement;

10

(b)the grant of the Options are voluntary and occasional and does not create any contractual or other right to receive future grants of Options, or benefits in lieu of Options, even if Options have been granted repeatedly in the past;

(c)all decisions with respect to future grants of Options, if any, will be at the sole discretion of GrafTech;

(d)the Participant is voluntarily participating in the Plan;

(e)the Options are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to GrafTech, its Subsidiaries, and/or its affiliates, and that is outside the scope of the Participant’s employment contract with GrafTech or its affiliates, if any;

(f)the Options are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long service awards, pension or retirement benefits or similar payments;

(g)the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;

(h)in consideration of the grant of the Options, no claim or entitlement to compensation or damages shall arise from forfeiture or termination of the Options or diminution in value of the Options or the shares of Common Stock resulting from the Participant’s termination of employment (for any reason whatsoever and whether or not in breach of local labor laws); and

(i)notwithstanding any terms or conditions of the Plan to the contrary, in the event of the involuntary termination of the Participant’s employment, the Participant’s right to receive the Options and exercise the Options under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of the involuntary termination of employment, the Participant’s right to exercise the Options after termination of employment, if any, will be measured by the date of termination of the Participant’s active employment and will not be extended by any notice period mandated under local law.

3.    Data Privacy. Section 14 of the Agreement is amended in its entirety to read as follows:

“The Participant understands that GrafTech and the Participant’s employer (the “Employer”) may process certain personal information about the Participant, including the Participant’s name, home address, email address and telephone number, date of birth, social insurance number, passport number or other identification number, salary, nationality, job title, any shares of stock or directorships held in GrafTech, details of all options or any other entitlement to shares of stock awarded, canceled, purchased, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing, administering and managing the Plan (“Data”).

11

The Participant also consents to the transfer of the Data to the United States for processing.

Please note that as part of that processing in the United States, Data will be transferred to Solium Capital LLC (“Solium”), or such other stock plan service provider as may be selected by GrafTech in the future, which is assisting GrafTech with the implementation, administration and management of the Plan. The Participant understands that the recipients of the Data are in the United States, and that the United States has different data privacy laws and protections than the Participant’s country. GrafTech or Solium may also employ third parties—pursuant to a written contract—to further process your Data pursuant to the Plan. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Participant’s local human resources representative. The Participant understands that Data will be held for an indefinite period as part of GrafTech's statutory records. With some exceptions, the Participant understands that the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local human resources representative.

The Participant may withdraw his or her consent at any time; however doing so will affect the Participant’s ability to participate in the Plan. For more information, please see the Privacy Notice attached hereto as Addendum 1, or GrafTech’s Privacy Policy, or contact the Participant’s local human resources representative.

4.    Language. By signing this Agreement, the Participant acknowledges that the Participant has agreed to the receipt of this Agreement and all documents related to the Options in the English language.

COUNTRY-SPECIFIC LANGUAGE:

MEXICO

TERMS AND CONDITIONS

Labor Law Policy and Acknowledgment. In accepting the grant of the Options, I expressly recognize that GrafTech International Ltd., with registered offices at 982 Keynote Circle, Brooklyn Heights, Ohio 44131 U.S.A., is solely responsible for the administration of the Plan and that my participation in the Plan and acquisition of shares do not constitute an employment relationship between GrafTech International Ltd. and me since I am participating in the Plan on a wholly commercial basis and my sole employer is GrafTech Mexico S.A. de C.V., Carretera

12

Miguel Aleman, Km. 20 #600 Ote, Apodaca, Nuevo Leon, Mexico, 66600. Based on the foregoing, I expressly recognize that the Plan and the benefits that I may derive from participating in the Plan do not establish any rights between my employer, GrafTech Mexico S.A. de C.V., and me, do not form part of the employment conditions and/or benefits provided by my employer, and any modification of the Plan or their termination shall not constitute a change or impairment of the terms and conditions of my employment with my employer.

I further understand that my participation in the Plan is as a result of a unilateral and discretionary decision of GrafTech International Ltd.; therefore, GrafTech International Ltd. reserves the absolute right to amend and/or discontinue my participation at any time without any liability to me.

Finally, I hereby declare that I do not reserve to myself any action or right to bring any claim against GrafTech International Ltd. for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and I therefore grant a full and broad release to GrafTech International Ltd., its affiliates, branches, representation offices, its shareholders, officers, agents, or legal representatives with respect to any claim that may arise.

Términos y Condiciones

Política de Ley Laboral y Reconocimiento. Al aceptar el otorgamiento de Options, expresamente reconozco que GrafTech International Ltd., con domicilio en 982 Keynote Circle, Brooklyn Heights, Ohio 44131 U.S.A. es el único responsable de la administración del Plan y que mi participación en el Plan y adquisición de acciones no constituye una relación de trabajo entre GrafTech International Ltd. y el suscrito, toda vez que mi participación en el Plan es estrictamente de carácter mercantil y mi único patrón GrafTech Mexico S.A. de C.V., Carretera Miguel Aleman, Km. 20 #600 Ote, Apodaca, Nuevo Leon, Mexico, 66600. Derivado de lo anterior, expresamente reconozco que el Plan y los beneficios que pudieran derivar de mi participación en el Plan no establecen derecho alguno al respecto entre mi único patrón GrafTech Mexico S.A. de C.V., y el suscrito, no forman parte de mis condiciones de trabajo y/o prestaciones otorgadas por mi único patrón y cualquier modificación del Plan o su terminación no constituye un cambio o detrimento en los términos y condiciones de mi relación de trabajo con mi patrón.

Adicionalmente, entiendo que mi participación en el Plan es resultado de una decisión unilateral y discrecional de GrafTech International Ltd.; por lo tanto, GrafTech International Ltd. se reserva el derecho absoluto de modificar y/o descontinuar mi participación en cualquier tiempo sin ninguna responsabilidad hacia mi.

Finalmente, expresamente declaro que no me reservo acción o derecho para presentar ningún reclamo en contra de GrafTech International Ltd. por cualquier compensación o daño en relación con cualquier disposición del Plan o de los beneficios derivados de dicho Plan y por lo tanto otorgo el finiquito más amplio que en derecho proceda a GrafTech International Ltd., sus filiales, sucursales, oficinas de representación, sus accionistas, funcionarios, agentes o representantes legales, en relación a cualquier demanda que pudiera surgir.

NOTIFICATIONS

There are no country-specific notifications.

**********

SPAIN

13

TERMS AND CONDITIONS

Clawback Policies. The last sentence of Section 16 is hereby amended and replaced in its entirety to read as follows:

“Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prevents the Participant, in accordance with applicable law, from the internal or external reporting, or public disclosure, of possible legal violations. Within the framework of applicable law, these acts include reporting to authorities without prior notice to GrafTech or any Subsidiary that employs the Participant, or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations. For purposes of clarity, the Participant is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act.”

NOTIFICATIONS

Exchange Control Information. All acquisitions of foreign shares by Spanish residents must comply with exchange control regulations in Spain. Because of foreign investment requirements, the acquisition of shares of Common Stock upon exercise of the Options must be declared for statistical purposes to the Spanish Direccion General de Politica Comercial y de Inversiones Extranjeras (the “DGPCIE”). If you acquire shares of Common Stock through the use of a Spanish financial institution, that institution will automatically make the declaration to the DGPCIE for you. Otherwise, you must make the declaration by filing a form with the DGPCIE.

If you import the shares of Common Stock acquired upon exercise of the Options into Spain, you must declare the importation of the share certificates to the DGPCIE.

In addition, you must also file a declaration of the ownership of the shares of Common Stock with the Directorate of Foreign Transactions each January while the shares are owned. These filings are made on standard forms furnished by the Directorate of Foreign Transactions.

When you receive any foreign currency payments (i.e., as a result of the sale of the shares of Common Stock), you must inform the institution receiving the payment of the basis upon which such payment is made and provide certain specific information (e.g., name, address, and fiscal identification number; the name and corporate domicile of the company; the amount of the payment; the type of foreign currency received; the country of origin; and the reason for the payment).

Tax Reporting. If you hold assets (e.g., cash or shares in a bank or brokerage account) or rights outside Spain that exceed €50,000 per type of asset, you must file a Form 720 with the Spanish Tax Authorities by March 31st of each year.

Securities Law Notice. The Options granted under the Plan do not qualify as securities under Spanish regulations. By the grant of the Options, no “offer of securities to the public”, as defined under Spanish law, has taken place or will take place in Spanish territory. The present document and any other document relating to the offer of Options under the Plan has not been nor will it be registered with the Comisión Nacional del Mercado de Valores (Spanish Securities Exchange Commission), and it does not constitute a public offering prospectus.

**********

14

SWITZERLAND

TERMS AND CONDITIONS

There are no country-specific terms and conditions.

NOTIFICATIONS

The grant of the Options is considered a private offering in Switzerland and is not subject to registration in Switzerland.

15

Addendum 1

2022

Re: GrafTech International Ltd. Omnibus Equity Incentive Plan (the “Plan”)

Dear Participant:

For the purposes of applicable data protection laws, including the General Data Protection Regulation (“GDPR”) (as implemented in the European Union and the United Kingdom), GrafTech International Ltd.(the “Company”) wants to make its non-US participants in the Plan aware that the Company collects certain Data (as defined below) about the participants, and processes it in the United States. The Company also wants to explain why the Company processes this Data and to let each participant know how to raise any questions regarding the Company’s use of the Data. The purpose of this communication is to provide participants with this information.

This document constitutes a Notice under the applicable privacy laws, including the GDPR.

This communication supplements information relating to the use of your Data set out in our Privacy Policy, the relevant agreement, or agreements, including any addenda, issued to you under the Plan (the “Agreements”). Should there be any inconsistency between the terms of this Notice and the Agreements relating to the Company’s use of your Data, then this Notice will apply.

The term “Data” as used in this Notice includes your name, home address, email address, and telephone number, date of birth, social insurance number, passport number or other identification number, salary, nationality and job title, as well as details of any shares, directorships, awards or any other equity or share rights you may have in the Company (whether awarded, canceled, purchased, exercised, vested, unvested or outstanding).

Data Controller Entity: The Company is the Data Controller. The Company is a Delaware corporation, with its principal United States office at 982 Keynote Circle, Brooklyn Heights, Ohio 44131 U.S.A.

Purposes: Data is held for the exclusive purpose of entering into, performing, administering and managing your participation in the Plan.

Basis for Processing: The Company holds the Data because it is necessary to implement, administer and maintain the Plan and each participant’s participation in the Plan. The Company has a legitimate interest in doing so, and it also relies upon consent, as applicable.

International Transfers of Data: As the Company is based in the United States and the Agreements are performed in the United States, the Company can only meet its contractual obligations to you under the Agreements if the Data is transferred to the United States. The Company will ensure it has a lawful basis for doing so. The performance of the contractual obligations of the Company to you is one of the legal bases for the transfer of the Data from the European Union, European Economic Area, United Kingdom, or other countries to the United States. The Company also relies upon consent, as applicable. You should be aware that the United States has different data privacy laws and protections than the data privacy laws in place in the European Union, European Economic Area, the United Kingdom, or other countries.

Retention Period: Records relating to the Plan are kept for an indefinite period as they are part of the long-term statutory records of the Company.

Other Recipients: To fulfil its obligations under the Agreements, the Company may share Data with its subsidiary companies who employ participants in the Plan, including GrafTech International Holdings Inc. In addition, Data may be transferred to certain third parties assisting in the implementation, administration and management of the Plan, such as share plan administrators and transfer agents, including Solium Capital LLC, who are subject to contractual arrangements required under applicable law. At your instruction, the Data will be shared with a broker or other third party whom you have

16

instructed the Company to deposit shares or other securities acquired upon the vesting of any awards under the Agreements.

Data Subject Rights: Participants may be entitled to a number of rights under the GDPR or other applicable privacy law. Depending upon the circumstances, these may include the right of data portability (where the Company helps a participant move Data to another entity), the right to object to the processing of the Data, the right to require the Company to update and correct the Data, the right to require erasure of the Data, and the right for the participant to review the Data held by the Company and to require the Company to cease processing it. To the extent consent is relied upon, you have the right to withdraw your consent at any time. You must understand, however, that any request restricting the use of Data may affect your ability to continue participating in the Plan. For more information on the consequences of your refusal to consent or your withdrawal of consent, please contact the Company using the contact details below.

Data Security: The Company recognizes the importance of treating Data in a lawful, fair, and transparent manner. The Company will apply appropriate technical and organizational measures designed to prevent the unlawful access, processing and/or the accidental loss or destruction of the Data.

Contact: If you have any questions concerning this Notice, you should contact Jessica Johnston by using the following contact details: Jessica.Johnston@graftech.com.

17

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Marcel Kessler, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of GrafTech International Ltd. (the “Registrant”);

2.Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3.Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;

4.The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

(d)Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

5.The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

By:	/s/ Marcel Kessler
	Marcel Kessler Chief Executive Officer and President (Principal Executive Officer)
	August 5, 2022

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Timothy K. Flanagan, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of GrafTech International Ltd. (the “Registrant”);

2.Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3.Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;

4.The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

(d)Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

5.The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

By:	/s/ Timothy K. Flanagan
	Timothy K. Flanagan Chief Financial Officer, Vice President Finance and Treasurer (Principal Financial and Accounting Officer)
	August 5, 2022

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In accordance with the rules and regulations of the Securities and Exchange Commission (the "Commission"), the following Certification shall not be deemed to be filed with the Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of Section 18 of the Exchange Act and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, notwithstanding any general incorporation by reference of the Quarterly Report of GrafTech International Ltd. (the “Corporation”) on Form 10-Q for the period ended June 30, 2022, as filed with the Commission on the date hereof (the “Report”), into any other document filed with the Commission.

In connection with the Report, I, Marcel Kessler, Chief Executive Officer and President of the Corporation, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

By:	/s/ Marcel Kessler
	Marcel Kessler Chief Executive Officer and President (Principal Executive Officer)
	August 5, 2022

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In accordance with the rules and regulations of the Securities and Exchange Commission (the "Commission"), the following Certification shall not be deemed to be filed with the Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of Section 18 of the Exchange Act and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, notwithstanding any general incorporation by reference of the Quarterly Report of GrafTech International Ltd. (the “Corporation”) on Form 10-Q for the period ended June 30, 2022, as filed with the Commission on the date hereof (the “Report”), into any other document filed with the Commission.

In connection with the Report, I, Timothy K. Flanagan, Chief Financial Officer, Vice President Finance and Treasurer certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

By:	/s/ Timothy K. Flanagan
	Timothy K. Flanagan Chief Financial Officer, Vice President Finance and Treasurer (Principal Financial and Accounting Officer)
	August 5, 2022

XML

Cover - shares	6 Months Ended
	Jun. 30, 2022	Jul. 29, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	1-13888
Entity Registrant Name	GRAFTECH INTERNATIONAL LTD.
Entity Incorporation, State	DE
Entity Tax Identification Number	27-2496053
Entity Address, Street	982 Keynote Circle
Entity Address, City	Brooklyn Heights,
Entity Address, State	OH
Entity Address, Zip Code	44131
City Area Code	216
Local Phone Number	676-2000
Title of each class	Common stock, $0.01 par value per share
Trading Symbol(s)	EAF
Name of each exchange on which registered	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		256,597,342
Amendment Flag	false
Document Period End Date	Jun. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Entity Central Index Key	0000931148
Current Fiscal Year End Date	--12-31

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
ASSETS
Cash and cash equivalents	$ 55,835	$ 57,514
Accounts and notes receivable, net of allowance for doubtful accounts of $7,639 as of June 30, 2022 and $6,835 as of December 31, 2021	206,570	207,547
Inventories	396,749	289,432
Prepaid expenses and other current assets	89,657	73,364
Total current assets	748,811	627,857
Property, plant and equipment	815,868	815,298
Less: accumulated depreciation	327,060	313,825
Net property, plant and equipment	488,808	501,473
Deferred income taxes	21,918	26,187
Goodwill	171,117	171,117
Other assets	85,610	85,684
Total assets	1,516,264	1,412,318
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	149,662	117,112
Long-term Debt, Current Maturities	119	127
Accrued income and other taxes	44,418	57,097
Other accrued liabilities	75,270	56,405
Related party payable - Tax Receivable Agreement	4,481	3,828
Total current liabilities	273,950	234,569
Long-term debt	920,342	1,029,561
Other long-term obligations	71,145	68,657
Deferred income taxes	44,629	40,674
Related party payable - Tax Receivable Agreement long-term	10,973	15,455
Stockholders’ equity:
Preferred stock, par value $0.01, 300,000,000 shares authorized, none issued	0	0
Common stock, par value $0.01, 3,000,000,000 shares authorized, 256,597,342 and 263,255,708 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively	2,566	2,633
Additional paid-in capital	743,891	761,412
Accumulated other comprehensive loss	(10,638)	(7,444)
Accumulated deficit	(540,594)	(733,199)
Total stockholders’ equity	195,225	23,402
Total liabilities and stockholders’ equity	$ 1,516,264	$ 1,412,318

XML

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 7,639	$ 6,835
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	300,000,000	300,000,000
Preferred stock, shares issued	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	3,000,000,000	3,000,000,000
Common stock, shares issued	256,597,342	263,255,708
Common Stock, Shares, Outstanding	256,597,342	263,255,708

XML

Condensed Consolidated Statements Of Operations And Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Statement of Comprehensive Income [Abstract]
Revenue	$ 363,646	$ 330,750	$ 729,891	$ 635,147
Cost of sales	201,496	201,867	392,710	348,263
Gross profit	162,150	128,883	337,181	286,884
Research and development	723	1,018	1,603	1,987
Selling and administrative expenses	18,030	75,783	39,284	95,936
Operating income	143,397	52,082	296,294	188,961
Other (income) expense, net	(563)	357	(760)	50
Total interest expense	9,399	15,994	18,611	38,161
Interest income	(1,858)	(199)	(1,956)	(236)
Income before provision for income taxes	136,419	35,930	280,399	150,986
Provision for income taxes	21,422	7,765	41,219	24,022
Net income	$ 114,997	$ 28,165	$ 239,180	$ 126,964
Net income per share (usd per share)	$ 0.44	$ 0.11	$ 0.92	$ 0.47
Weighted average common shares outstanding (shares)	258,845,588	267,560,712	260,719,446	267,440,501
Net income per share (usd per share)	$ 0.44	$ 0.11	$ 0.92	$ 0.47
Weighted average common shares outstanding (shares)	258,845,588	267,807,944	260,734,273	267,765,378
Other comprehensive (loss) income:
Foreign currency translation adjustments, net of tax of $1, $0, $2 and $0 respectively	$ (18,622)	$ 8,854	$ (11,600)	$ (4,577)
Commodities, interest rate and foreign currency derivatives, net of tax of $634, $(3,079), $(3,028) and $(6,411), respectively	(4,557)	11,472	8,406	23,827
Total other comprehensive (loss) income	(23,179)	20,326	(3,194)	19,250
Comprehensive income	$ 91,818	$ 48,491	$ 235,986	$ 146,214

XML

Condensed Consolidated Statements Of Operations And Comprehensive Income (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Statement of Comprehensive Income [Abstract]
Foreign currency translation adjustments, tax	$ 1	$ 0	$ 2	$ 0
Commodities, interest rate and foreign currency derivatives, tax	$ 634	$ (3,079)	$ (3,028)	$ (6,411)

XML

Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash flow from operating activities:
Net income	$ 239,180	$ 126,964
Adjustments to reconcile net income to cash provided by operations:
Depreciation and amortization	28,446	32,831
Deferred income tax provision	6,557	(4,195)
Non-cash stock-based compensation expense	1,038	16,031
Non-cash interest expense	(3,674)	7,199
Other adjustments	3,411	3,354
Net change in working capital*	(61,989)	50,434
Change in related party Tax Receivable Agreement	(3,828)	(21,752)
Change in long-term assets and liabilities	(2,702)	(2,111)
Net cash provided by operating activities	206,439	208,755
Cash flow from investing activities:
Capital expenditures	(29,348)	(26,052)
Proceeds from the sale of fixed assets	139	219
Net cash used in investing activities	(29,209)	(25,833)
Cash flow from financing activities:
Debt issuance and modification costs	(2,232)	(3,084)
Principal payments on long term debt	(110,000)	(200,000)
Repurchase of common stock - non-related party	(60,000)	0
Payments for taxes related to net share settlement of equity awards	(230)	(4,074)
Proceeds from exercise of stock options	225	0
Dividends paid to non-related party	(3,917)	(3,418)
Dividends paid to non- related party	(1,279)	(1,927)
Interest rate swap settlements	(1,433)	(2,109)
Net cash used in financing activities	(178,866)	(214,612)
Net change in cash and cash equivalents	(1,636)	(31,690)
Effect of exchange rate changes on cash and cash equivalents	(43)	379
Cash and cash equivalents at beginning of period	57,514	145,442
Cash and cash equivalents at end of period	55,835	114,131
* Net change in working capital due to changes in the following components:
Accounts and notes receivable, net	(1,119)	9,305
Inventories	(104,717)	7,823
Prepaid expenses and other current assets	(14,028)	(12,071)
Income taxes payable	(16,436)	(17,761)
Accounts payable and accruals	74,386	62,748
Interest payable	(75)	390
Net change in working capital	(61,989)	50,434
Interest paid	22,360	30,548
Income taxes paid	$ 49,934	$ 44,572

XML

Condensed Consolidated Statements of Stockholders Equity - USD ($) $ in Thousands	Total	Dividend paid to related party	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings (Accumulated Deficit)	Retained Earnings (Accumulated Deficit) Dividend paid to related party
Beginning balance (shares) at Dec. 31, 2020			267,188,547
Beginning balance at Dec. 31, 2020	$ (329,385)		$ 2,672	$ 758,354	$ (19,641)	$ (1,070,770)
Increase (Decrease) in Stockholders' Equity [Rollforward]
Net income	98,799					98,799
Other Comprehensive Income (Loss)
Commodity, interest rate and foreign currency derivatives income, net of tax	11,660				11,660
Commodity derivative and interest rate swap reclassification adjustments, net of tax	695				695
Foreign currency translation adjustments, net of tax of $1, $0, $2 and $0 respectively	(13,431)				(13,431)
Total other comprehensive (loss) income	(1,076)				(1,076)
Stock-based compensation			$ 1
Stock based compensation			92,135
Stock-based compensation	767			766
Payment for taxes related to net share settlement of equity awards (in shares)			(23,090)
Payment for taxes related to net share settlement of equity awards	(275)			(65)		(210)
Dividends paid	(1,394)	$ (1,277)				(1,394)	$ (1,277)
Ending balance (shares) at Mar. 31, 2021			267,257,592
Ending balance at Mar. 31, 2021	(233,841)		$ 2,673	759,055	(20,717)	(974,852)
Beginning balance (shares) at Dec. 31, 2020			267,188,547
Beginning balance at Dec. 31, 2020	(329,385)		$ 2,672	758,354	(19,641)	(1,070,770)
Increase (Decrease) in Stockholders' Equity [Rollforward]
Net income	126,964
Other Comprehensive Income (Loss)
Foreign currency translation adjustments, net of tax of $1, $0, $2 and $0 respectively	(4,577)
Total other comprehensive (loss) income	$ 19,250
Stock repurchased and retired (shares)	0
Ending balance (shares) at Jun. 30, 2021			267,880,752
Ending balance at Jun. 30, 2021	$ (176,560)		$ 2,679	773,552	(391)	(952,400)
Beginning balance (shares) at Mar. 31, 2021			267,257,592
Beginning balance at Mar. 31, 2021	(233,841)		$ 2,673	759,055	(20,717)	(974,852)
Increase (Decrease) in Stockholders' Equity [Rollforward]
Net income	28,165					28,165
Other Comprehensive Income (Loss)
Commodity, interest rate and foreign currency derivatives income, net of tax	7,158				7,158
Commodity derivative and interest rate swap reclassification adjustments, net of tax	4,314				4,314
Foreign currency translation adjustments, net of tax of $1, $0, $2 and $0 respectively	8,854				8,854
Total other comprehensive (loss) income	20,326				20,326
Stock-based compensation			$ 9
Stock based compensation			917,410
Stock-based compensation	15,263			15,254
Payment for taxes related to net share settlement of equity awards (in shares)			(294,250)
Payment for taxes related to net share settlement of equity awards	(3,799)		$ (3)	(757)		(3,039)
Dividends paid	(2,024)	(650)				(2,024)	(650)
Ending balance (shares) at Jun. 30, 2021			267,880,752
Ending balance at Jun. 30, 2021	(176,560)		$ 2,679	773,552	(391)	(952,400)
Beginning balance (shares) at Dec. 31, 2021			263,255,708
Beginning balance at Dec. 31, 2021	23,402		$ 2,633	761,412	(7,444)	(733,199)
Increase (Decrease) in Stockholders' Equity [Rollforward]
Net income	124,183					124,183
Other Comprehensive Income (Loss)
Commodity, interest rate and foreign currency derivatives income, net of tax	14,800				14,800
Commodity derivative and interest rate swap reclassification adjustments, net of tax	(1,837)				(1,837)
Foreign currency translation adjustments, net of tax of $1, $0, $2 and $0 respectively	7,022				7,022
Total other comprehensive (loss) income	19,985				19,985
Stock repurchased and retired (shares)			(3,035,830)
Repurchase of common stock-non related party	(30,000)		$ (31)	(8,530)		(21,439)
Stock-based compensation	465			465
Options Exercised (Shares)	225			225
Options exercised			25,000
Payment for taxes related to net share settlement of equity awards (in shares)			(22,293)
Payment for taxes related to net share settlement of equity awards	(230)			(63)		(167)
Dividends paid	(1,985)	(640)				(1,985)	(640)
Ending balance (shares) at Mar. 31, 2022			260,222,585
Ending balance at Mar. 31, 2022	135,405		$ 2,602	753,509	12,541	(633,247)
Beginning balance (shares) at Dec. 31, 2021			263,255,708
Beginning balance at Dec. 31, 2021	23,402		$ 2,633	761,412	(7,444)	(733,199)
Increase (Decrease) in Stockholders' Equity [Rollforward]
Net income	239,180
Other Comprehensive Income (Loss)
Foreign currency translation adjustments, net of tax of $1, $0, $2 and $0 respectively	(11,600)
Total other comprehensive (loss) income	$ (3,194)
Stock repurchased and retired (shares)	(6,662,421)
Ending balance (shares) at Jun. 30, 2022			256,597,342
Ending balance at Jun. 30, 2022	$ 195,225		$ 2,566	743,891	(10,638)	(540,594)
Beginning balance (shares) at Mar. 31, 2022			260,222,585
Beginning balance at Mar. 31, 2022	135,405		$ 2,602	753,509	12,541	(633,247)
Increase (Decrease) in Stockholders' Equity [Rollforward]
Net income	114,997					114,997
Other Comprehensive Income (Loss)
Commodity, interest rate and foreign currency derivatives income, net of tax	(2,498)				(2,498)
Commodity derivative and interest rate swap reclassification adjustments, net of tax	(2,059)				(2,059)
Foreign currency translation adjustments, net of tax of $1, $0, $2 and $0 respectively	(18,622)				(18,622)
Total other comprehensive (loss) income	$ (23,179)				(23,179)
Stock repurchased and retired (shares)	(3,626,591)		(3,626,591)
Repurchase of common stock-non related party	$ (30,000)		$ (36)	(10,191)		(19,773)
Stock-based compensation	573			573
Options exercised			1,348
Dividends paid	(1,932)	$ (639)				(1,932)	$ (639)
Ending balance (shares) at Jun. 30, 2022			256,597,342
Ending balance at Jun. 30, 2022	$ 195,225		$ 2,566	$ 743,891	$ (10,638)	$ (540,594)

XML

Condensed Consolidated Statements of Stockholders Equity (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021
Commodity, interest rate and foreign currency derivative income, tax	$ 347	$ (4,181)	$ (1,921)	$ (3,144)
Commodity, interest rate and foreign currency derivative reclassification adjustments, tax	287	519	(1,158)	(187)
Foreign currency translation adjustments, tax	$ 1	$ 1	$ 0	$ 0
Dividends paid (in dollars per share)	$ 0.01	$ 0.01	$ 0.01	$ 0.01
Dividend paid to related party
Dividends paid (in dollars per share)	$ 0.01	$ 0.01	$ 0.01	$ 0.01

XML

Organization And Summary Of Significant Accounting Policies

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Organization And Summary Of Significant Accounting Policies

Organization and Summary of Significant Accounting Policies

A. Organization

GrafTech International Ltd. (the “Company” or "GrafTech") is a leading manufacturer of high-quality graphite electrode products essential to the production of electric arc furnace ("EAF") steel and other ferrous and non-ferrous metals. References herein to “GTI,” “we,” “our,” or “us” refer collectively to the Company and its subsidiaries. On August 15, 2015, GTI became an indirect wholly owned subsidiary of Brookfield. In April 2018, we completed our initial public offering ("IPO") of 38,097,525 shares of our common stock held by Brookfield at a price of $15.00 per share. We did not receive any proceeds related to the IPO. Our common stock is listed on the New York Stock Exchange under the symbol “EAF.” Brookfield has since distributed a portion of its GrafTech common stock to the owners in the Brookfield consortium and sold shares of GrafTech common stock in public and private transactions, resulting in a reduction of Brookfield's ownership of outstanding shares of GrafTech common stock to 24.3% as of December 31, 2021 and 24.9% as of June 30, 2022. The increase in Brookfield's share ownership from December 31, 2021 to June 30, 2022 reflects a reduction of our total outstanding shares due to the repurchase and retirement of 6.7 million shares of our common stock during the first six months of 2022.

The Company’s only reportable segment, Industrial Materials, is comprised of our two major product categories: graphite electrodes and petroleum needle coke products. Petroleum needle coke is a key raw material used in the production of graphite electrodes. The Company's vision is to provide highly engineered graphite electrode products, services and solutions to electric arc furnace operators.

B. Basis of Presentation

The interim condensed 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”). The December 31, 2021 Consolidated Balance Sheet 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, 2021, filed on February 22, 2022, but does not include all disclosures required by GAAP in audited financial statements. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements, including the accompanying notes, contained in our Annual Report on Form 10-K.

The unaudited condensed consolidated financial statements reflect all adjustments (all of which are of a normal, recurring nature) which management considers necessary for a fair presentation of our financial statements for the interim periods 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.

Certain items previously reported in specific financial statement captions within the Condensed Consolidated Statements of Cash Flows have been reclassified between lines within cash flow from operations and between lines within financing activities to conform to the current presentation. In addition, items previously presented under "Related party Tax Receivable Agreement expense (benefit)" on the Condensed Consolidated Statement of Operations have been collapsed into "Other (income) expense, net" to conform to the current year presentation.

C. New Accounting Standards

Recently Adopted Accounting Standards

In January 2021, the Financial Accounting Standards Board issued Accounting Standards Update 2021-01, Reference Rate Reform (Topic 848): Scope, which amended Topic 848 reference rate reform to clarify the scope and availability of expedients for certain derivative instruments affected by reference rate reform. We have elected various optional expedients in Topic 848 related to hedging relationships and expect to make future elections related to contract modifications and other hedging relationships. The future election and application of these expedients are not expected to have a material impact on our financial position, results of operations and cash flows.

XML

Revenue From Contracts with Customers

6 Months Ended

Jun. 30, 2022

Revenue from Contract with Customer [Abstract]

Revenue from Contracts with Customers

Revenue from Contracts with Customers

Disaggregation of Revenue

The following table provides information about disaggregated revenue by type of product and contract:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
	(Dollars in thousands)
Graphite Electrodes - LTAs	$	229,290	$	253,589	$	471,771	$	499,154
Graphite Electrodes - Non-LTAs	109,194		65,204		217,244		112,459
By-products and other	25,162		11,957		40,876		23,534
Total Revenues	$	363,646	$	330,750	$	729,891	$	635,147

The Graphite Electrodes revenue categories include only graphite electrodes manufactured by GrafTech.

Contract Balances

Substantially all of the Company's receivables relate to contracts with customers. Accounts receivables are recorded when the right to consideration becomes unconditional. Payment terms on invoices range from 30 to 120 days depending on the customary business practices of the jurisdictions in which we do business.

Certain short-term and longer-term sales contracts require up-front payments prior to the Company’s fulfillment of any performance obligation. These contract liabilities are recorded as current or long-term deferred revenue, depending on the lag between the pre-payment and the expected delivery of the related products. Additionally, deferred revenue or contract assets originate from contracts where the allocation of the transaction price to the performance obligations based on their relative stand-alone selling prices results in the timing of revenue recognition being different from the timing of the invoicing. In this case, deferred revenue is amortized into revenue based on the transaction price allocated to the remaining performance obligations and contract assets are realized through the contract invoicing.

Contract assets which are included in "Prepaid expenses and other current assets," on the Condensed Consolidated Balance Sheets were $0.3 million as of June 30, 2022 and $1.2 million as of December 31, 2021.

The following table provides information about deferred revenue from contracts with customers. Current deferred revenue is included in "Other accrued liabilities" and long-term deferred revenue is included in "Other long-term obligations" on the Condensed Consolidated Balance Sheets:

	Current Deferred Revenue		Long-Term Deferred Revenue
	(Dollars in thousands)
Balance as of December 31, 2021	$	9,840	$	4,303
Revenue recognized (included in 12.31.2021 balance)	(2,221)		—
Increases due to net cash received, not yet recognized	14,913		7,177
Reclassifications between long-term and current	143		(143)
Foreign currency impact	24		—
Balance as of June 30, 2022	$	22,699	$	11,337

Transaction Price Allocated to the Remaining Performance Obligations

The following table presents estimated revenues expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of reporting period. The estimated revenues do not include contracts with original duration of one year or less. The revenue associated with our LTAs is expected to be approximately as follows:

	2022	2023	2024
	(Dollars in millions)
Estimated LTA revenue	$860-$960	$200- $255	$130-$165(1)

(1) Includes expected termination fees from a few customers that have failed to meet certain obligations under their LTAs.

We recorded $229.3 million and $471.8 million of LTA revenue in the three and six months ended June 30, 2022, respectively, and we expect to record approximately $388.0 million to $488.0 million of LTA revenue for the remainder of 2022.

The majority of the LTAs are defined as pre-determined fixed annual volume contracts while a small portion are defined with a specified volume range. For the years 2023 and through 2024, the contractual revenue amounts above are based upon the minimum volume for those contracts with specified ranges. The actual revenue realized from these contracted volumes may vary in timing and total due to contract non-performance, force majeure notices, arbitrations, credit risk associated with certain customers facing financial challenges and customer demand related to contracted volume ranges. As it relates to the conflict between Ukraine and Russia, we have provided force majeure notices with respect to certain impacted LTAs. Certain of our LTA counterparties have challenged the force majeure notices, but we will continue to enforce our contractual rights. In the event of a force majeure, the LTAs provide our counterparties with the right to terminate the LTA if the force majeure event continues for more than six months after the delivery of the force majeure notice, with no continuing obligations of either party. The estimates of LTA revenue as set forth above in the immediately preceding table reflects (i) our current view of the validity of such force majeure notices and (ii) our current expectations of termination fees from our customers who have failed to meet certain obligations under their LTAs.

XML

Goodwill And Other Intangible Assets

6 Months Ended

Jun. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill And Other Intangible Assets

Goodwill and Other Intangible Assets

The goodwill balance was $171.1 million as of June 30, 2022 and December 31, 2021.

The following table summarizes intangible assets with determinable useful lives by major category, which are included in "Other assets" on our Condensed Consolidated Balance Sheets:

Intangible Assets
	As of June 30, 2022						As of December 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
	(Dollars in thousands)
Trade names	$	22,500	$	(14,915)	$	7,585	$	22,500	$	(13,935)	$	8,565
Technology and know-how	55,300		(40,524)		14,776		55,300		(38,486)		16,814
Customer-related intangibles	64,500		(30,359)		34,141		64,500		(28,195)		36,305
Total finite-lived intangible assets	$	142,300	$	(85,798)	$	56,502	$	142,300	$	(80,616)	$	61,684

Amortization expense for intangible assets was $2.6 million and $2.7 million in the three months ended June 30, 2022 and 2021, respectively, and $5.2 million and $5.5 million in the six months ended June 30, 2022 and 2021, respectively. Estimated amortization expense will be approximately $4.9 million for the remainder of 2022, $9.2 million in 2023, $8.0 million in 2024, $7.3 million in 2025 and $6.7 million in 2026. Amortization expense is included in "Cost of sales" on the Condensed Consolidated Statement of Operations.

XML

Debt And Liquidity

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Debt And Liquidity

Debt and Liquidity

The following table presents our long-term debt: 

	As of June 30, 2022		As of December 31, 2021
	(Dollars in thousands)
2018 Term Loan Facility	$	433,708	$	543,708
2020 Senior Secured Notes	500,000		500,000
Other debt	394		429
Unamortized debt discount and issuance costs	(13,641)		(14,449)
Total debt	920,461		1,029,688
Less: Long-term debt, current portion	(119)		(127)
Long-term debt	$	920,342	$	1,029,561

During the six months ended June 30, 2022, we repaid $110.0 million of principal of our 2018 Term Loan Facility (as defined below). The fair value of our debt was approximately $816.4 million and $1,051.6 million as of June 30, 2022 and December 31, 2021, respectively. The fair value of our debt is measured using Level 3 inputs.

In conjunction with the May 2022 amendment (discussed below) to our 2018 Revolving Credit Facility, we recorded $2.2 million of deferred debt issuance costs that will be amortized over the term of the amended agreement.

2018 Term Loan and 2018 Revolving Credit Facility

In February 2018, the Company entered into a credit agreement (as amended, the “2018 Credit Agreement”), which provides for (i) a $2,250 million senior secured term facility (the “2018 Term Loan Facility”) after giving effect to the June 2018 amendment (the “First Amendment”) that increased the aggregate principal amount of the 2018 Term Loan Facility from $1,500 million to $2,250 million and (ii) a $330 million senior secured revolving credit facility after giving effect to the May 2022 amendment that increased the revolving commitments under the 2018 Credit Agreement by $80 million from $250 million (the “2018 Revolving Credit Facility” and, together with the 2018 Term Loan Facility, the “Senior Secured Credit Facilities”). GrafTech Finance Inc. (“GrafTech Finance”) is the sole borrower under the 2018 Term Loan Facility while GrafTech Finance, GrafTech Switzerland SA (“Swissco”) and GrafTech Luxembourg II S.à r.l. (“Luxembourg Holdco” and, together with GrafTech Finance and Swissco, the “Co-Borrowers”) are co-borrowers under the 2018 Revolving Credit Facility. The 2018 Term Loan Facility and the 2018 Revolving Credit Facility mature on February 12, 2025 and May 31, 2027, respectively. As of June 30, 2022 and December 31, 2021, there was no debt outstanding on the 2018 Revolving Credit Facility and there was $4.2 million and $3.3 million of letters of credit drawn against the 2018 Revolving Credit Facility, respectively.

The 2018 Term Loan Facility bears interest, at our option, at a rate equal to either (i) the Adjusted LIBO Rate (as defined in the 2018 Credit Agreement), plus an applicable margin equal to 3.00% per annum following an amendment in February 2021 (the “Second Amendment”) that decreased the Applicable Rate (as defined in the 2018 Credit Agreement) by 0.50% for each pricing level or (ii) the ABR Rate (as defined in the 2018 Credit Agreement), plus an applicable margin equal to 2.00% per annum following the Second Amendment, in each case with one step down of 25 basis points based on achievement of certain public ratings of the 2018 Term Loan Facility. The Second Amendment also decreased the interest rate floor from 1.00% to 0.50% for the 2018 Term Loan Facility.

The 2018 Revolving Credit Facility bears interest, at our option, at a rate equal to either (i) the Adjusted Term SOFR Rate and Adjusted EURIBOR Rate (each, as defined in the 2018 Credit Agreement), plus an applicable margin initially equal to 3.00% per annum or (ii) the ABR Rate, plus an applicable margin initially equal to 2.00% per annum, in each case with two 25 basis point step downs based on achievement of certain senior secured first lien net leverage ratios. In addition, we are required to pay a quarterly commitment fee on the unused commitments under the 2018 Revolving Credit Facility in an amount equal to 0.25% per annum.

The Senior Secured Credit Facilities are guaranteed by each of our domestic subsidiaries, subject to certain customary exceptions, and by GrafTech Luxembourg I S.à r.l., a Luxembourg société à responsabilité limitée and an indirect wholly owned subsidiary of GrafTech, Luxembourg HoldCo, and Swissco (collectively, the “Guarantors”) with respect to all obligations under the 2018 Credit Agreement of each of our foreign subsidiaries that is a Controlled Foreign Corporation (within the meaning of Section 956 of the Internal Revenue Code of 1986, as amended from time to time (the “Code”)).

All obligations under the 2018 Credit Agreement are secured, subject to certain exceptions, by: (i) a pledge of all of the equity securities of each domestic Guarantor and of each other direct, wholly owned domestic subsidiary of GrafTech and any Guarantor, (ii) a pledge on no more than 65% of the equity interests of each subsidiary that is a Controlled Foreign Corporation (within the meaning of Section 956 of the Code), and (iii) security interests in, and mortgages on, personal property and material real property of each domestic Guarantor, subject to permitted liens and certain exceptions specified in the 2018 Credit Agreement. The obligations of each foreign subsidiary of GrafTech that is a Controlled Foreign Corporation under the 2018 Revolving Credit Facility are secured by (i) a pledge of all of the equity securities of each Guarantor that is a Controlled Foreign Corporation and of each direct, wholly owned subsidiary of any Guarantor that is a Controlled Foreign Corporation, and (ii) security interests in certain receivables and personal property of each Guarantor that is a Controlled Foreign Corporation, subject to permitted liens and certain exceptions specified in the 2018 Credit Agreement.

The 2018 Term Loan Facility amortizes at a rate of $112.5 million a year payable in equal quarterly installments, with the remainder due at maturity. The Co-Borrowers are permitted to make voluntary prepayments at any time without premium or penalty. GrafTech Finance is required to make prepayments under the 2018 Term Loan Facility (without payment of a premium) with (i) net cash proceeds from non-ordinary course asset sales (subject to customary reinvestment rights and other customary exceptions and exclusions), and (ii) commencing with the Company’s fiscal year ended December 31, 2019, 75% of Excess Cash Flow (as defined in the 2018 Credit Agreement), subject to step-downs to 50% and 0% of Excess Cash Flow based on achievement of a senior secured first lien net leverage ratio greater than 1.25 to 1.00 but less than or equal to 1.75 to 1.00 and less than or equal to 1.25 to 1.00, respectively. Scheduled quarterly amortization payments of the 2018 Term Loan Facility during any calendar year reduce, on a dollar-for-dollar basis, the amount of the required Excess Cash Flow prepayment for such calendar year, and the aggregate amount of Excess Cash Flow prepayments for any calendar year reduce subsequent quarterly amortization payments of the 2018 Term Loan Facility as directed by GrafTech Finance. As of June 30, 2022, we have satisfied all required amortization installments through the maturity date.

The 2018 Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to GrafTech and restricted subsidiaries, including, among other things, restrictions on indebtedness, liens, investments, fundamental changes, dispositions, and dividends and other distributions. The 2018 Credit Agreement contains a financial covenant that requires GrafTech to maintain a senior secured first lien net leverage ratio not greater than 4.00 to 1.00 when the aggregate principal amount of borrowings under the 2018 Revolving Credit Facility and outstanding letters of credit issued under the 2018 Revolving Credit Facility (except for undrawn letters of credit in an aggregate amount equal to or less than $35.0 million), taken together, exceed 35% of the total amount of commitments under the 2018 Revolving Credit Facility. The 2018 Credit Agreement also contains customary events of default. We were in compliance with all of our debt covenants as of June 30, 2022 and December 31, 2021.

2020 Senior Secured Notes

In December 2020, GrafTech Finance issued $500 million aggregate principal amount of 4.625% senior secured notes due 2028 (the “2020 Senior Secured Notes”) in a private offering. The 2020 Senior Secured Notes and related guarantees are secured on a pari passu basis by the collateral securing the Senior Secured Credit Facilities. All of the proceeds from the 2020 Senior Secured Notes were used to partially repay borrowings under our 2018 Term Loan Facility.

The 2020 Senior Secured Notes pay interest in arrears on June 15 and December 15 of each year, with the principal due in full on December 15, 2028. Prior to December 15, 2023, up to 40% of the 2020 Senior Secured Notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 104.625% of the principal amount thereof, together with accrued and unpaid interest, if any. The 2020 Senior Secured Notes may be redeemed, in whole or in part, at any time prior to December 15, 2023 at a price equal to 100% of the principal amount of the notes redeemed plus a premium together with accrued and unpaid interest, if any, to, but not including, the redemption date. Thereafter, the 2020 Senior Secured Notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

The indenture governing the 2020 Senior Secured Notes (the “Indenture”) contains certain covenants that, among other things, limit the Company’s ability, and the ability of certain of its subsidiaries, to incur or guarantee additional indebtedness or issue preferred stock, pay distributions on, redeem or repurchase capital stock or redeem or repurchase subordinated debt, incur or suffer to exist liens securing indebtedness, make certain investments, engage in certain transactions with affiliates, consummate certain asset sales and effect a consolidation or merger, or sell, transfer, lease or otherwise dispose of all or substantially all assets. Pursuant to the Indenture, if our pro forma consolidated first lien net leverage ratio is no greater than 2.00 to 1.00, we can make restricted payments so long as no default or event of default has occurred and is continuing. If our pro forma consolidated first lien net leverage ratio is greater than 2.00 to 1.00, we can make restricted payments pursuant to certain baskets.

The Indenture contains events of default customary for agreements of its type (with customary grace periods, as applicable) and provides that, upon the occurrence of an event of default arising from certain events of bankruptcy or insolvency with respect to the Company or GrafTech Finance, all outstanding 2020 Senior Secured Notes will become due and payable immediately without further action or notice. If any other type of event of default occurs and is continuing, then the trustee or the holders of at least 30% in principal amount of the then outstanding 2020 Senior Secured Notes may declare all of the 2020 Senior Secured Notes to be due and payable immediately.

XML

Inventories

6 Months Ended

Jun. 30, 2022

Inventory Disclosure [Abstract]

Inventories

Inventories

Inventories are comprised of the following: 

	As of June 30, 2022		As of December 31, 2021
	(Dollars in thousands)
Inventories:
Raw materials and supplies	$	195,300	$	132,113
Work in process	161,189		127,127
Finished goods	40,260		30,192
Total	$	396,749	$	289,432

XML

Interest Expense

6 Months Ended

Jun. 30, 2022

Interest and Debt Expense [Abstract]

Interest Expense

Interest Expense

The following table presents the components of interest expense: 

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
	(Dollars in thousands)
Interest incurred on debt	$	10,927	$	14,085	$	22,285	$	30,950
Accretion of original issue discount on 2018 Term Loan Facility	338		572		865		1,843
Amortization of debt issuance costs and modification costs	932		1,337		2,176		5,368
Mark-to-market gain on de-designated interest rate swap	(2,798)		—		(6,715)		—
Total interest expense	$	9,399	$	15,994	$	18,611	$	38,161

The 2020 Senior Secured Notes carry a fixed interest rate of 4.625%. The 2018 Term Loan Facility had an effective interest rate of 4.67% and 3.50% as of June 30, 2022 and December 31, 2021, respectively. See Note 4, "Debt and Liquidity" for details of these transactions.

During the three and six months ended June 30, 2022, we made prepayments of $40.0 million and $110.0 million, respectively, under our 2018 Term Loan Facility. In connection with this, we recorded $0.2 million and $0.5 million, respectively, of accelerated accretion of the original issue discount and we recorded $0.3 million and $0.8 million, respectively, of accelerated amortization of the debt issuance cost.

During the three and six months ended June 30, 2021, we made prepayments of $50.0 million and $200.0 million, respectively, under our 2018 Term Loan Facility. In connection with this, we recorded $0.3 million and $1.2 million, respectively, of accelerated accretion of the original issue discount and $0.4 million and $2.0 million, respectively, of accelerated amortization of the debt issuance cost. We also recorded $1.6 million of modification costs related to the 2018 Term Loan Facility repricing in the first quarter of 2021.

The Company has interest rate swap contracts to fix the cash flows associated with the risk in variability in the one-month USD London Interbank Offered Rate ("LIBOR") for the 2018 Term Loan Facility. See Note 9, "Fair Value Measurements and Derivative Instruments" for details of these transactions.

XML

Commitments and Contingencies

6 Months Ended

Jun. 30, 2022

Loss Contingency [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Legal Proceedings

We are involved in various investigations, lawsuits, claims, demands, labor disputes and other legal proceedings, including with respect to environmental and human exposure or other personal injury matters, 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. Additionally, we are involved in the following legal proceedings.

We are involved in various arbitrations, sometimes as claimants and other times as respondents/counterclaimants, pending before the International Chamber of Commerce with several customers who, among other things, have failed to perform under their LTAs and in certain instances are seeking to modify or frustrate their contractual commitments to us. In particular, Aperam South America LTDA, Aperam Sourcing S.C.A., ArcelorMittal Sourcing S.C.A., and ArcelorMittal Brasil S.A. (collectively, the “Claimants”) initiated a single arbitration proceeding against two of the Company’s subsidiaries in the International Chamber of Commerce in June 2020. In June 2021, the Claimants filed their statement of claim, seeking approximately $61 million plus interest in monetary relief and/or reimbursement in respect of several fixed price LTAs that were executed between such subsidiaries and the Claimants in 2017 and 2018. On July 29, 2022, the Claimants filed a reply brief in which they revised their calculation of damages to $161.5 million including interest, covering the period from the first quarter of 2020 through the first quarter of 2022. The Claimants argue, among other things, that they should no longer be required to comply with the terms of the LTAs that they signed due to an alleged drop in market prices for graphite electrodes in January 2020. Alternatively, the Claimants argue that they should not be required to comply with the LTAs that they signed due to alleged market circumstances at the time of execution. We believe we have valid defenses to these claims. We intend to vigorously defend them and enforce our rights under the LTAs.

Pending litigation in Brazil has been brought by employees seeking to recover additional amounts and interest thereon under certain wage increase provisions applicable in 1989 and 1990 under collective bargaining agreements to which employers in the Bahia region of Brazil were a party (including our subsidiary in Brazil). Companies in Brazil have settled claims arising out of these provisions and, in May 2015, the litigation was remanded by the Brazilian Supreme Court in favor of the employees union. After denying an interim appeal by the Bahia region employers on June 26, 2019, the Brazilian Supreme Court finally ruled in favor of the employees union on September 26, 2019. The employers union has determined not to seek annulment of such decision. Separately, on October 1, 2015, a related action was filed by current and former employees against our subsidiary in Brazil to recover amounts under such provisions, plus interest thereon, which amounts together with interest could be material to us. If the Brazilian Supreme Court proceeding above had been determined in favor of the employers union, it would also have resolved this proceeding in our favor. In the first quarter of 2017, the state court initially ruled in favor of the employees. We appealed this state court ruling, and the appellate court issued a decision in our favor on May 19, 2020. The employees have further appealed and, on December 16, 2020, the court upheld the decision in favor of GrafTech Brazil. On February 22, 2021, the employees filed a further appeal and, on April 28, 2021, the court rejected the employees' appeal in favor of GrafTech Brazil. The employees filed a further appeal and we intend to vigorously defend our position. As of June 30, 2022, we are unable to assess the potential loss associated with these proceedings as the claims do not currently specify the number of employees seeking damages or the amount of damages being sought.

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 six months ended June 30, 2022, are presented below: 

	(Dollars in thousands)
Balance as of December 31, 2021	$	1,088
Product warranty charges/adjustments	406
Payments and settlements	(389)
Balance as of June 30, 2022	$	1,105

Related Party Tax Receivable Agreement

On April 23, 2018, the Company entered into the tax receivable agreement ("Tax Receivable Agreement") that provides Brookfield, as the sole pre-IPO stockholder, the right to receive future payments from us for 85% of the amount of cash savings, if any, in U.S. federal income tax and Swiss tax that we and our subsidiaries realize as a result of the utilization of the pre-IPO tax assets. In addition, we will pay interest on the payments we will make to Brookfield with respect to the amount of these cash savings from the due date (without extensions) of our tax return where we realize these savings to the payment date at a rate equal to the LIBOR plus 1.00% per annum. The term of the Tax Receivable Agreement commenced on April 23, 2018 and will continue until there is no potential for any future tax benefit payments.

As of June 30, 2022, the total Tax Receivable Agreement liability was $15.5 million, of which $4.5 million was classified as current liability "Related party payable - Tax Receivable Agreement" on the Condensed Consolidated Balance Sheets, as we expect this portion to be settled within 12 months, and $11.0 million of the liability remained as a long-term liability in "Related party payable - Tax Receivable Agreement long-term" on the Condensed Consolidated Balance Sheets. As of December 31, 2021, the total Tax Receivable Agreement liability was $19.3 million, of which $3.8 million was classified as a current liability "Related party payable - Tax Receivable Agreement" on the Condensed Consolidated Balance Sheets, and $15.5 million of the liability was classified as a long-term liability in "Related party payable - Tax Receivable Agreement long-term" on the Condensed Consolidated Balance Sheets. The 2021 current liability was settled in the first quarter of 2022.

XML

Income Taxes

6 Months Ended

Jun. 30, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Income TaxesWe 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 before the provision for income taxes 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.

The following table summarizes the provision for income taxes:

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2022			2021			2022			2021
	(Dollars in thousands)
Provision for income taxes	$	21,422		$	7,765		$	41,219		$	24,022
Pre-tax income	136,419			35,930			280,399			150,986
Effective tax rate	15.7		%	21.6		%	14.7		%	15.9		%

The effective tax rate for the three months ended June 30, 2022 was 15.7%. This rate differs from the U.S. statutory rate of 21% primarily due to worldwide earnings from various countries taxed at different rates, which is partially offset by the net combined impact related to the U.S. taxation of global intangible low taxed income ("GILTI") and Foreign Tax Credits ("FTCs").

The effective tax rate for the three months ended June 30, 2021 was 21.6%. This rate differs from the U.S. statutory rate of 21% primarily due to worldwide earnings from various countries taxed at lower rates, which is partially offset by the net combined impact related to the U.S. taxation of GILTI and FTCs. A portion of the one-time Change in Control (as defined in Note 12. Stock-Based Compensation) charges recorded in the second quarter of 2021 was not deductible and contributed to the increase in the effective rate from the prior periods.

The provision for income tax increased from $7.8 million for the three months ended June 30, 2021 to $21.4 million for the three months ended June 30, 2022. This change is primarily related to an increase in pre-tax income, partially offset by a decrease in the effective tax rate due to the mix of worldwide earnings from various countries taxed at different rates and U.S. taxation of GILTI.

The effective tax rate for the six months ended June 30, 2022 was 14.7%. This rate differs from the U.S. statutory rate of 21% primarily due to worldwide earnings from various countries taxed at different rates, which is partially offset by the net combined impact related to the U.S. taxation of GILTI and FTCs.

The effective tax rate for the six months ended June 30, 2021 was 15.9%. This rate differs from the U.S. statutory rate of 21% primarily due to worldwide earnings from various countries taxed at different rates which is partially offset by the net combined impact related to the U.S. taxation of GILTI and FTCs.

The provision for income tax increased from $24.0 million for the six months ended June 30, 2021 to $41.2 million for the six months ended June 30, 2022. This change is primarily related to an increase in pre-tax income, partially offset by a decrease in the effective tax rate due to the mix of worldwide earnings from various countries taxed at different rates and U.S. taxation of GILTI.

As of June 30, 2022, we had unrecognized tax positions of $0.1 million, which, if recognized, would have an immaterial, 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 2018 are generally closed by statute or have been audited and settled with the applicable domestic tax authorities. Other jurisdictions are generally closed for years prior to 2016.

We continue to assess the realization of our 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 outweigh the negative evidence in regards to whether or not a valuation allowance is required, we have established and maintained valuation allowances on those net deferred tax assets.

XML

Fair Value Measurements and Derivative Instruments

6 Months Ended

Jun. 30, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

Fair Value Measurements and Derivative InstrumentsIn the normal course of business, we are exposed to certain risks related to fluctuations in currency exchange rates, commodity prices and interest rates. We use various derivative financial instruments, primarily foreign currency derivatives,

commodity derivative contracts, and interest rate swaps as part of our overall strategy to manage risks from these market fluctuations.

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 counterparties 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, are used to hedge global currency exposures such as foreign currency denominated debt, receivables, payables, sales and purchases.

Foreign currency forward and swap contracts are used to mitigate the foreign exchange risk of balance sheet items. These derivatives are fair value hedges. Gains and losses from these derivatives are recorded in cost of sales and they are largely offset by the financial impact of translating foreign currency-denominated payables and receivables.

In the first quarter of 2022, we entered into foreign currency derivatives with maturities of one to 12 months in order to protect against the risk that cash flows associated with certain sales and purchases denominated in a currency other than the U.S. dollar will be adversely affected by future changes in foreign exchange rates. These derivatives are designated as cash flow hedges. The resulting unrealized gains or losses from these derivatives are recorded in accumulated other comprehensive income ("AOCI") and subsequently, when realized, are reclassified to net sales or cost of sales in the Condensed Consolidated Statements of Operations when the hedged exposures affect earnings.

Commodity derivative contracts

We have entered into commodity derivative contracts for refined oil products. These contracts were entered into to protect against the risk that eventual cash flows related to these products will be adversely affected by future changes in prices. In the fourth quarter of 2017, we began to enter into LTAs with many of our customers and began to hedge the cash flows related to these contracts. The unrealized gains or losses related to commodity derivative contracts designated as cash flow hedges are recorded in AOCI and subsequently, when realized, are reclassified to the Condensed Consolidated Statement of Operations when the hedged item impacts earnings, which is when the finished product is sold. All of our commodity derivative contracts matured as of June 30, 2022.

Interest rate swap contracts

We utilize interest rate swaps to limit exposure to market fluctuations on our variable-rate debt. Each derivative agreement's unrealized gain or loss is recorded in AOCI and, when realized, is recorded to interest expense.

We entered into interest rate swap contracts that are "pay fixed, receive variable." Our risk management objective was to fix our cash flows associated with the risk of variability in the one-month USD LIBOR for a portion of our outstanding debt. It was expected that the swaps would fix the cash flows associated with the forecasted interest payments on our debt to an effective fixed interest rate of 4.2%, which could be lowered to 3.95% depending on credit ratings. Since their modification concurrent with the 2018 Term Loan Facility modification in the first quarter of 2021, the swaps contain an other-than-insignificant financing element. As such, they are considered hybrid instruments composed of a debt host and an embedded derivative and the associated cash (outflows)/inflows are classified as financing (use)/source of cash.

The debt host portion amounted to a liability of $5.7 million as of June 30, 2022 with $2.6 million included in "Other accrued liabilities" and $3.1 million in "Other long-term obligations" on the Condensed Consolidated Balance Sheets. As of December 31, 2021, the debt host portion amounted to a liability of $7.0 million, with $2.6 million included in "Other accrued liabilities" and $4.4 million included in "Other long-term obligations" on the Condensed Consolidated Balance Sheets. The corresponding loss is accounted for in AOCI and is being amortized over the remaining life of the swaps. The embedded derivative is treated as a cash flow hedge.

In the first quarter of 2022, in connection with the repayment of principal on our 2018 Term Loan Facility discussed in Note 4, "Debt and Liquidity," and our probability assessment of the variable-rate debt remaining outstanding through the term of the swaps, we de-designated one interest rate swap contract with a $250.0 million notional amount, maturing in the third

quarter of 2024. The fair value of the embedded derivative at the de-designation date was a gain of $6.6 million and was recorded in AOCI and will be amortized into interest expense over the remaining life of the swap. The change in fair value of the de-designated embedded derivative in the second quarter and first six months of 2022 resulted in gains of $2.8 million and $6.7 million, respectively, and were recorded in interest expense in the Condensed Consolidated Statements of Operations.

All derivatives are recorded on the balance sheet at fair value. If the derivative is designated and effective as a cash flow hedge, changes in the fair value of the derivative are recognized in AOCI until the hedged item is recognized in earnings. The ineffective portion of a derivative's fair value, if any, is recognized in earnings immediately. If a derivative is not a hedge, changes in the fair value are adjusted through earnings. The fair values of the outstanding derivatives are recorded on the balance sheet as assets (if the derivatives are in a gain position) or liabilities (if the derivatives are in a loss position). The fair values will also be classified as short-term or long-term depending upon their maturity dates. The fair value of all of our derivatives was determined using Level 2 inputs.

The notional amounts of our outstanding derivative instruments as of June 30, 2022 and December 31, 2021 were as follows:

	As of June 30, 2022		As of December 31, 2021
	Notional Amount		Notional Amount
	(Dollars in thousands)
Derivative instruments designated as hedges:
Foreign currency derivatives	$	57,235	$	—
Commodity derivative contracts	—		19,474
Interest rate swap contracts	250,000		500,000
Derivative instruments not designated as hedges:
Foreign currency derivatives	$	65,920	$	99,260
Interest rate swap contracts	250,000		—

The following table summarizes the fair value of our outstanding derivatives designated as hedges (on a gross basis) and balance sheet classification as of June 30, 2022 and December 31, 2021:

	As of June 30, 2022		As of December 31, 2021
	Fair Value		Fair Value
	(Dollars in thousands)
Prepaid and other current assets
Commodity derivative contracts	$	—	$	8,469
Interest rate swap contracts	5,905		—
Total	$	5,905	$	8,469
Other assets
Interest rate swap contracts	$	6,646	$	6,060
Total	$	6,646	$	6,060
Other accrued liabilities
Foreign currency derivatives	$	(4,117)	$	—
Interest rate swap contracts	—		(140)
Total	$	(4,117)	$	(140)
Net asset	$	8,434	$	14,389

As a result of the settlement of commodity derivative contracts, as of June 30, 2022 and 2021, net realized pre-tax gains of $23.0 million and $2.4 million, respectively, were reported in AOCI and will be (were) released to earnings within the following 12 months. In addition, we recorded $0.8 million of ineffectiveness income to cost of sales in the Condensed Consolidated Statements of Operations in the three and six months ended June 30, 2022 related to the settlement of commodity derivative contracts. See the table below for amounts recognized on the effective portion of our commodity derivative contracts in the Statement of Operations.

The realized (gains) losses on cash flow hedges are recognized in the Statements of Operations when the hedged item impacts earnings and are as follows for the periods ended June 30, 2022 and 2021:

		Amount of (Gain)/Loss Recognized
	Location of Realized (Gain)/Loss Recognized in the Condensed Consolidated Statement of Operations	For the Three Months Ended June 30,
		2022		2021
Derivatives designated as cash flow hedges:		(Dollars in thousands)
Commodity derivative contracts	Cost of sales	$	(2,977)	$	4,498
Interest rate swap contracts	Interest expense	581		289
		Amount of (Gain)/Loss Recognized
	Location of Realized (Gain)/Loss Recognized in the Condensed Consolidated Statement of Operations	For the Six Months Ended June 30,
		2022		2021
Derivatives designated as cash flow hedges:		(Dollars in thousands)
Commodity derivative contracts	Cost of sales	$	(5,955)	$	5,047
Interest rate swap contracts	Interest expense	1,002		1,285

The following table summarizes the fair value of our outstanding derivatives not designated as hedging instruments (on a gross basis) and balance sheet classification as of June 30, 2022 and December 31, 2021:

	As of June 30, 2022		As of December 31, 2021
	Fair Value		Fair Value
	(Dollars in thousands)
Prepaid and other current assets
Interest rate swap contracts	$	5,890	$	—
Foreign currency derivatives	240		388
Other assets
Interest rate swap contracts	6,599		—
Other accrued liabilities
Foreign currency derivatives	(576)		(2)
Net asset	$	12,153	$	386

XML

Accumulated Other Comprehensive Loss

6 Months Ended

Jun. 30, 2022

Equity [Abstract]

Accumulated Other Comprehensive Loss

Accumulated Other Comprehensive Loss

The balance in our Accumulated other comprehensive loss is set forth in the following table:

	As of June 30, 2022		As of December 31, 2021
	(Dollars in thousands)
Foreign currency translation adjustments, net of tax	$	(33,930)	$	(22,330)
Commodity, interest rate, and foreign currency derivatives, net of tax	23,292		14,886
Total accumulated other comprehensive loss	$	(10,638)	$	(7,444)

XML

Earnings Per Share

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Earnings per Share

Earnings per Share ("EPS")

During the three and six months ended June 30, 2022, we repurchased and subsequently retired 3,626,591 shares and 6,662,421 shares, respectively, of our common stock for $30.0 million and $60.0 million, respectively, under our common stock repurchase program. We did not repurchase any shares of our common stock under this program during the six months ended June 30, 2021.

The following table presents a reconciliation of the numerator and denominator of basic and diluted EPS for the three and six months ended June 30, 2022 and 2021:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
	(Dollars in thousands, except per share amounts)
Numerator for basic and diluted EPS:
Net income	$	114,997	$	28,165	$	239,180	$	126,964
Denominator:
Weighted average common shares outstanding for basic calculation	258,845,588		267,560,712		260,719,446		267,440,501
Add: Effect of equity awards	—		247,232		14,827		324,877
Weighted average common shares outstanding for diluted calculation	258,845,588		267,807,944		260,734,273		267,765,378
Basic EPS	$	0.44	$	0.11	$	0.92	$	0.47
Diluted EPS	$	0.44	$	0.11	$	0.92	$	0.47

Basic EPS is calculated by dividing net income by the weighted average number of common shares outstanding, which included 219,622 and 206,934 shares of participating securities in the three and six months ended June 30, 2022, respectively, and 122,455 and 116,631 shares of participating securities in the three and six months ended June 30, 2021, respectively. Diluted EPS is 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 EPS calculation excludes consideration of 2,385,187 and 1,903,300 equivalent shares for the three and six months ended June 30, 2022, respectively, and 1,358,696 and 1,250,722 equivalent shares for the three and six months ended June 30, 2021, respectively, as their effect would have been anti-dilutive.

XML

Stock-Based Compensation

6 Months Ended

Jun. 30, 2022

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Stock-Based Compensation

The Compensation Committee of our Board of Directors granted 385,688 stock options and 489,892 restricted stock units ("RSUs"), and our electing non-employee directors received 57,021 deferred share units ("DSUs") during the six months ended June 30, 2022 under our Omnibus Equity Incentive Plan. The weighted average exercise price per share and weighted average fair value per share of the stock options granted in the six months ended June 30, 2022 was $10.08 and $5.55, respectively. We estimated the fair value of the stock options using the following assumptions in our Black-Scholes model:

Dividend yield	0.40%
Expected volatility	58.28%
Risk-free interest rate	1.93%
Expected term (in years)	6.5 years

We measure the fair value of grants of RSUs and DSUs based on the closing market price of a share of our common stock on the date of the grant. The weighted average fair value per share was $10.08 for RSUs and $8.25 for DSUs granted during the six months ended June 30, 2022.

In the three months ended June 30, 2022 and 2021, we recognized $0.6 million and $15.3 million, respectively, of stock-based compensation expense. The majority of the expense, $0.6 million and $13.4 million, respectively, was recorded in selling and administrative expense in the Condensed Consolidated Statements of Operations, with the remaining expense recorded in cost of sales.

In the six months ended June 30, 2022 and 2021, we recognized $1.0 million and $16.0 million, respectively, of stock-based compensation expense. The majority of the expense, $1.0 million and $14.1 million, respectively, was recorded in selling and administrative expense in the Condensed Consolidated Statements of Operations, with the remaining expense recorded in cost of sales.

In the three and six months ended June 30, 2021, the expense includes $14.7 million due to the Change in Control accelerated vesting provisions of certain of our awards. For the purpose of these grants, a Change in Control occurred when Brookfield and any affiliates thereof ceased to own stock of the Company that constitutes at least thirty percent (30%) or thirty-five percent (35%), as applicable, of the total fair market value or total voting power of the stock of the Company (the "Change in Control"). Out of the $14.7 million recorded with the Change in Control, $0.9 million accelerated at the 35% ownership level and the remaining $13.8 million accelerated at the 30% ownership level.

As of June 30, 2022, the unrecognized compensation cost related to the unvested portion of all stock-based awards was approximately $6.4 million and is expected to be recognized over the remaining vesting period of the respective grants.

XML

Organization And Summary Of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Basis Of Presentation

Basis of Presentation

The interim condensed 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”). The December 31, 2021 Consolidated Balance Sheet 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, 2021, filed on February 22, 2022, but does not include all disclosures required by GAAP in audited financial statements. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements, including the accompanying notes, contained in our Annual Report on Form 10-K.

The unaudited condensed consolidated financial statements reflect all adjustments (all of which are of a normal, recurring nature) which management considers necessary for a fair presentation of our financial statements for the interim periods 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.

Reclassification, Comparability Adjustment

Certain items previously reported in specific financial statement captions within the Condensed Consolidated Statements of Cash Flows have been reclassified between lines within cash flow from operations and between lines within financing activities to conform to the current presentation. In addition, items previously presented under "Related party Tax Receivable Agreement expense (benefit)" on the Condensed Consolidated Statement of Operations have been collapsed into "Other (income) expense, net" to conform to the current year presentation

New Accounting Standards

New Accounting StandardsRecently Adopted Accounting StandardsIn January 2021, the Financial Accounting Standards Board issued Accounting Standards Update 2021-01, Reference Rate Reform (Topic 848): Scope, which amended Topic 848 reference rate reform to clarify the scope and availability of expedients for certain derivative instruments affected by reference rate reform. We have elected various optional expedients in Topic 848 related to hedging relationships and expect to make future elections related to contract modifications and other hedging relationships. The future election and application of these expedients are not expected to have a material impact on our financial position, results of operations and cash flows.

XML

Revenue from Contracts with Customers (Tables)

6 Months Ended

Jun. 30, 2022

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The following table provides information about disaggregated revenue by type of product and contract:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
	(Dollars in thousands)
Graphite Electrodes - LTAs	$	229,290	$	253,589	$	471,771	$	499,154
Graphite Electrodes - Non-LTAs	109,194		65,204		217,244		112,459
By-products and other	25,162		11,957		40,876		23,534
Total Revenues	$	363,646	$	330,750	$	729,891	$	635,147

Contract with Customer, Contract Liability

The following table provides information about deferred revenue from contracts with customers. Current deferred revenue is included in "Other accrued liabilities" and long-term deferred revenue is included in "Other long-term obligations" on the Condensed Consolidated Balance Sheets:

	Current Deferred Revenue		Long-Term Deferred Revenue
	(Dollars in thousands)
Balance as of December 31, 2021	$	9,840	$	4,303
Revenue recognized (included in 12.31.2021 balance)	(2,221)		—
Increases due to net cash received, not yet recognized	14,913		7,177
Reclassifications between long-term and current	143		(143)
Foreign currency impact	24		—
Balance as of June 30, 2022	$	22,699	$	11,337

Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction

The revenue associated with our LTAs is expected to be approximately as follows:

	2022	2023	2024
	(Dollars in millions)
Estimated LTA revenue	$860-$960	$200- $255	$130-$165(1)

(1) Includes expected termination fees from a few customers that have failed to meet certain obligations under their LTAs.

XML

Goodwill And Other Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule Of Intangible Assets With Determinable Useful Lives By Major Category

Intangible Assets
	As of June 30, 2022						As of December 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
	(Dollars in thousands)
Trade names	$	22,500	$	(14,915)	$	7,585	$	22,500	$	(13,935)	$	8,565
Technology and know-how	55,300		(40,524)		14,776		55,300		(38,486)		16,814
Customer-related intangibles	64,500		(30,359)		34,141		64,500		(28,195)		36,305
Total finite-lived intangible assets	$	142,300	$	(85,798)	$	56,502	$	142,300	$	(80,616)	$	61,684

XML

Debt And Liquidity (Tables)

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Schedule Of Long-Term Debt

The following table presents our long-term debt: 

	As of June 30, 2022		As of December 31, 2021
	(Dollars in thousands)
2018 Term Loan Facility	$	433,708	$	543,708
2020 Senior Secured Notes	500,000		500,000
Other debt	394		429
Unamortized debt discount and issuance costs	(13,641)		(14,449)
Total debt	920,461		1,029,688
Less: Long-term debt, current portion	(119)		(127)
Long-term debt	$	920,342	$	1,029,561

XML

Inventories (Tables)

6 Months Ended

Jun. 30, 2022

Inventory Disclosure [Abstract]

Schedule Of Inventories

Inventories are comprised of the following: 

	As of June 30, 2022		As of December 31, 2021
	(Dollars in thousands)
Inventories:
Raw materials and supplies	$	195,300	$	132,113
Work in process	161,189		127,127
Finished goods	40,260		30,192
Total	$	396,749	$	289,432

XML

Interest Expense (Tables)

6 Months Ended

Jun. 30, 2022

Interest and Debt Expense [Abstract]

Schedule Of Interest Expense

The following table presents the components of interest expense: 

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
	(Dollars in thousands)
Interest incurred on debt	$	10,927	$	14,085	$	22,285	$	30,950
Accretion of original issue discount on 2018 Term Loan Facility	338		572		865		1,843
Amortization of debt issuance costs and modification costs	932		1,337		2,176		5,368
Mark-to-market gain on de-designated interest rate swap	(2,798)		—		(6,715)		—
Total interest expense	$	9,399	$	15,994	$	18,611	$	38,161

XML

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2022

Loss Contingency [Abstract]

Schedule Of Product Warranties Accrual

Claims accrued but not yet paid and the related activity within the accrual for the six months ended June 30, 2022, are presented below: 

	(Dollars in thousands)
Balance as of December 31, 2021	$	1,088
Product warranty charges/adjustments	406
Payments and settlements	(389)
Balance as of June 30, 2022	$	1,105

XML

Income Taxes (Tables)

6 Months Ended

Jun. 30, 2022

Income Tax Disclosure [Abstract]

Summary Of Provision For Income Taxes

The following table summarizes the provision for income taxes:

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2022			2021			2022			2021
	(Dollars in thousands)
Provision for income taxes	$	21,422		$	7,765		$	41,219		$	24,022
Pre-tax income	136,419			35,930			280,399			150,986
Effective tax rate	15.7		%	21.6		%	14.7		%	15.9		%

XML

Fair Value Measurements and Derivative Instruments (Tables)

6 Months Ended

Jun. 30, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Notional Amounts of Outstanding Derivative Positions

The notional amounts of our outstanding derivative instruments as of June 30, 2022 and December 31, 2021 were as follows:

	As of June 30, 2022		As of December 31, 2021
	Notional Amount		Notional Amount
	(Dollars in thousands)
Derivative instruments designated as hedges:
Foreign currency derivatives	$	57,235	$	—
Commodity derivative contracts	—		19,474
Interest rate swap contracts	250,000		500,000
Derivative instruments not designated as hedges:
Foreign currency derivatives	$	65,920	$	99,260
Interest rate swap contracts	250,000		—

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

The following table summarizes the fair value of our outstanding derivatives designated as hedges (on a gross basis) and balance sheet classification as of June 30, 2022 and December 31, 2021:

	As of June 30, 2022		As of December 31, 2021
	Fair Value		Fair Value
	(Dollars in thousands)
Prepaid and other current assets
Commodity derivative contracts	$	—	$	8,469
Interest rate swap contracts	5,905		—
Total	$	5,905	$	8,469
Other assets
Interest rate swap contracts	$	6,646	$	6,060
Total	$	6,646	$	6,060
Other accrued liabilities
Foreign currency derivatives	$	(4,117)	$	—
Interest rate swap contracts	—		(140)
Total	$	(4,117)	$	(140)
Net asset	$	8,434	$	14,389

Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location

The realized (gains) losses on cash flow hedges are recognized in the Statements of Operations when the hedged item impacts earnings and are as follows for the periods ended June 30, 2022 and 2021:

		Amount of (Gain)/Loss Recognized
	Location of Realized (Gain)/Loss Recognized in the Condensed Consolidated Statement of Operations	For the Three Months Ended June 30,
		2022		2021
Derivatives designated as cash flow hedges:		(Dollars in thousands)
Commodity derivative contracts	Cost of sales	$	(2,977)	$	4,498
Interest rate swap contracts	Interest expense	581		289
		Amount of (Gain)/Loss Recognized
	Location of Realized (Gain)/Loss Recognized in the Condensed Consolidated Statement of Operations	For the Six Months Ended June 30,
		2022		2021
Derivatives designated as cash flow hedges:		(Dollars in thousands)
Commodity derivative contracts	Cost of sales	$	(5,955)	$	5,047
Interest rate swap contracts	Interest expense	1,002		1,285

Derivatives Not Designated as Hedging Instruments

The following table summarizes the fair value of our outstanding derivatives not designated as hedging instruments (on a gross basis) and balance sheet classification as of June 30, 2022 and December 31, 2021:

	As of June 30, 2022		As of December 31, 2021
	Fair Value		Fair Value
	(Dollars in thousands)
Prepaid and other current assets
Interest rate swap contracts	$	5,890	$	—
Foreign currency derivatives	240		388
Other assets
Interest rate swap contracts	6,599		—
Other accrued liabilities
Foreign currency derivatives	(576)		(2)
Net asset	$	12,153	$	386

XML

Accumulated Other Comprehensive Loss (Tables)

6 Months Ended

Jun. 30, 2022

Equity [Abstract]

Accumulated Other Comprehensive Loss

The balance in our Accumulated other comprehensive loss is set forth in the following table:

	As of June 30, 2022		As of December 31, 2021
	(Dollars in thousands)
Foreign currency translation adjustments, net of tax	$	(33,930)	$	(22,330)
Commodity, interest rate, and foreign currency derivatives, net of tax	23,292		14,886
Total accumulated other comprehensive loss	$	(10,638)	$	(7,444)

XML

Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Calculation of our Basic and Diluted Earnings per share Calculation

The following table presents a reconciliation of the numerator and denominator of basic and diluted EPS for the three and six months ended June 30, 2022 and 2021:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
	(Dollars in thousands, except per share amounts)
Numerator for basic and diluted EPS:
Net income	$	114,997	$	28,165	$	239,180	$	126,964
Denominator:
Weighted average common shares outstanding for basic calculation	258,845,588		267,560,712		260,719,446		267,440,501
Add: Effect of equity awards	—		247,232		14,827		324,877
Weighted average common shares outstanding for diluted calculation	258,845,588		267,807,944		260,734,273		267,765,378
Basic EPS	$	0.44	$	0.11	$	0.92	$	0.47
Diluted EPS	$	0.44	$	0.11	$	0.92	$	0.47

XML

Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

We estimated the fair value of the stock options using the following assumptions in our Black-Scholes model:

Dividend yield	0.40%
Expected volatility	58.28%
Risk-free interest rate	1.93%
Expected term (in years)	6.5 years

XML

Organization And Summary Of Significant Accounting Policies (Details)	3 Months Ended	6 Months Ended
	Jun. 30, 2022 major_product_categories shares	Jun. 30, 2022 major_product_categories shares	Jun. 30, 2021 shares	Dec. 31, 2021	Apr. 26, 2018 $ / shares shares
Accounting Policies [Abstract]
Shares, Issued					38,097,525
Sale of Stock, Price Per Share | $ / shares					$ 15.00
Number of major product categories | major_product_categories	2	2
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Equity Method Investment, Ownership Percentage			30.00%
Shares repurchased and retired (shares)	3,626,591	6,662,421	0
GrafTech International Ltd | Brookfield
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Equity Method Investment, Ownership Percentage	24.90%	24.90%		24.30%

XML

Revenue from Contracts with customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Disaggregation of Revenue [line Items]
Revenue	$ 363,646	$ 330,750	$ 729,891	$ 635,147
Long-term Contract with Customer
Disaggregation of Revenue [line Items]
Revenue	229,290	253,589	471,771	499,154
Short-term Contract with Customer
Disaggregation of Revenue [line Items]
Revenue	109,194	65,204	217,244	112,459
By-products and other
Disaggregation of Revenue [line Items]
Revenue	$ 25,162	$ 11,957	$ 40,876	$ 23,534

XML

Revenue From Contracts with Customers - Narratives (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Accounts, Notes, Loans and Financing Receivable [Line Items]
Contract with Customer, Asset, before Allowance for Credit Loss	$ 300	$ 1,200
Minimum
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable payment terms	30 days
Maximum
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable payment terms	120 days

XML

Revenue From Contracts with Customers - Current and Deferred Contracts (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Short-term Contract with Customer
Movement in Deferred Revenue [Roll Forward]
Current Deferred Revenue, Beginning Balance	$ 9,840
Revenue recognized (included in 12.31.2021 balance)	(2,221)
Increases due to net cash received, not yet recognized	14,913
Reclassifications between long-term and current	143
Foreign Currency Impact	24
Current Deferred Revenue, Ending Balance	22,699
Long-term Contract with Customer
Movement in Deferred Revenue [Roll Forward]
Long- term Deferred Revenue , Beginning balance	4,303
Revenue recognized (included in 12.31.2021 balance)	0
Increases due to net cash received, not yet recognized	7,177
Reclassifications between long-term and current	(143)
Foreign Currency Impact	0
Long-Term Deferred Revenue, Ending balance	$ 11,337

XML

Revenue From Contracts with Customers - Performance Obligation (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total Revenues	$ 363,646	$ 330,750	$ 729,891	$ 635,147
Long-term Contract with Customer
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total Revenues	229,290	$ 253,589	471,771	$ 499,154
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Estimated LTA revenue	$ 860,000		$ 860,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year		1 year
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Estimated LTA revenue	$ 388,000		$ 388,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	6 months		6 months
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Estimated LTA revenue	$ 200,000		$ 200,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	2 years		2 years
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Estimated LTA revenue	$ 130,000		$ 130,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	3 years		3 years
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Estimated LTA revenue	$ 960,000		$ 960,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year		1 year
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Estimated LTA revenue	$ 488,000		$ 488,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	6 months		6 months
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Estimated LTA revenue	$ 255,000		$ 255,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	2 years		2 years
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Estimated LTA revenue	$ 165,000		$ 165,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	3 years		3 years

XML

Goodwill And Other Intangible Assets (Schedule Of Changes In The Carrying Value Of Goodwill) (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 171,117	$ 171,117

XML

Goodwill And Other Intangible Assets (Schedule Of Intangible Assets With Determinable Useful Lives By Major Category) (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Intangible Assets
Gross Carrying Amount	$ 142,300	$ 142,300
Accumulated Amortization	(85,798)	(80,616)
Net Carrying Amount	56,502	61,684
Trade Names
Intangible Assets
Gross Carrying Amount	22,500	22,500
Accumulated Amortization	(14,915)	(13,935)
Net Carrying Amount	7,585	8,565
Technology Know-How
Intangible Assets
Gross Carrying Amount	55,300	55,300
Accumulated Amortization	(40,524)	(38,486)
Net Carrying Amount	14,776	16,814
Customer-Related Intangible Assets
Intangible Assets
Gross Carrying Amount	64,500	64,500
Accumulated Amortization	(30,359)	(28,195)
Net Carrying Amount	$ 34,141	$ 36,305

XML

Goodwill And Other Intangible Assets (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense of intangible assets	$ 2.6	$ 2.7	$ 5.2	$ 5.5
Finite-Lived Intangible Asset, Expected Amortization, Remainder of Fiscal Year	4.9		4.9
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months	9.2		9.2
Finite-Lived Intangible Assets, Amortization Expense, Year Two	8.0		8.0
Finite-Lived Intangible Assets, Amortization Expense, Year Three	7.3		7.3
Finite-Lived Intangible Assets, Amortization Expense, Year Four	$ 6.7		$ 6.7

XML

Debt And Liquidity (Summary Of Long-Term Debt) (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Unamortized debt discount and issuance costs	$ (13,641)	$ (14,449)
Total debt	920,461	1,029,688
Less: Long-term debt, current portion	(119)	(127)
Long-term debt	920,342	1,029,561
2018 Term Loan Facility
Debt Instrument [Line Items]
Long-term Debt, Gross	433,708	543,708
2020 Senior Secured Notes
Debt Instrument [Line Items]
Long-term Debt, Gross	500,000	500,000
Other debt
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 394	$ 429

XML

Debt And Liquidity (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Debt Instrument [Line Items]
Repayments of Long-term Debt			$ 110,000	$ 200,000
Debt issuance and modification costs			2,232	3,084
Fair Value, Inputs, Level 3
Debt Instrument [Line Items]
Fair Value of Debt	$ 816,400		816,400		$ 1,051,600
2018 Term Loan Facility
Debt Instrument [Line Items]
Repayments of Long-term Debt	$ 40,000	$ 50,000	$ 110,000	$ 200,000

XML

Debt And Liquidity (2018 Term Loan Facility) (Details) - 2018 Term Loan Facility - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2022	Feb. 28, 2021
Debt Instrument [Line Items]
Equity Interest Pledge	65.00%
Debt Instrument, Annual Amortization Rate, Amount	$ 112.5
Repayment Of Excess Cashflow Percentage	75.00%
Ratio of Indebtedness to Net Capital	4.00
Contingent Event One
Debt Instrument [Line Items]
Repayment Of Excess Cashflow Percentage	50.00%
Contingent Event Two
Debt Instrument [Line Items]
Repayment Of Excess Cashflow Percentage	0.00%
Minimum
Debt Instrument [Line Items]
Debt Instrument, Variable Rate	0.50%	1.00%
Minimum | Contingent Event One
Debt Instrument [Line Items]
Ratio of Indebtedness to Net Capital	1.25
Maximum | Contingent Event One
Debt Instrument [Line Items]
Ratio of Indebtedness to Net Capital	1.75
Adjusted LIBO Rate
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	3.00%
Debt Instrument, Basis Spread on Variable Rate, Increase (Decrease)	(0.50%)
Debt Instrument, Basis Spread on Variable Rate, Decrease Upon Achievement Of Specific Credit Ratings	0.25%
ABR
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	2.00%

XML

Debt And Liquidity (2018 Revolving Credit Facility) (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	May 30, 2022	Dec. 31, 2021	Feb. 28, 2018
2018 Term Loan Facility
Debt Instrument [Line Items]
Borrowing Threshold	$ 35,000,000	$ 35,000,000
Borrowing Threshold Percentage	35.00%	35.00%
Line of Credit Facility, Maximum Borrowing Capacity	$ 2,250,000,000	$ 2,250,000,000			$ 1,500,000,000
2018 Term Loan Facility | Adjusted LIBO Rate
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate		3.00%
Debt Instrument, Basis Spread on Variable Rate, Decrease Upon Achievement Of Specific Credit Ratings		0.25%
2018 Term Loan Facility | ABR
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate		2.00%
2018 Revolving Credit Facility
Debt Instrument [Line Items]
Long-term Line of Credit	0	$ 0		$ 0
Letters of Credit Outstanding, Amount	4,200,000	$ 4,200,000		$ 3,300,000
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage		0.25%
2018 Revolving Credit Facility | Revolving Credit Facility
Debt Instrument [Line Items]
Line of Credit Facility, Increase (Decrease), Net	80,000,000
Line of Credit Facility, Maximum Borrowing Capacity	$ 330,000,000	$ 330,000,000	$ 250,000,000
2018 Revolving Credit Facility | Adjusted LIBO Rate
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate		2.00%
Debt Instrument, Basis Spread on Variable Rate, Decrease Upon Achievement Of Specific Credit Ratings		0.25%

XML

Debt And Liquidity (2020 Senior Secured Notes) (Details) $ in Millions	6 Months Ended
	Jun. 30, 2022 USD ($)
Debt Instrument [Line Items]
Debt Instrument, Event Of Default, Percentage Of Debt Held	30.00%
2020 Senior Secured Notes
Debt Instrument [Line Items]
Debt Instrument, Face Amount	$ 500
Debt Instrument, Interest Rate, Stated Percentage	4.625%
Debt Instrument, Covenant, Restricted Payments Allowable With No Default Or Event Of Default, Pro Forma Consolidated First Lien Net Leverage Ratio, Maximum	2.00
Debt Instrument, Covenant, Restricted Payments Allowable Pursuant To Certain Baskets, Pro Forma Consolidated First Lien Net Leverage Ratio, Maximum	2.00
2020 Senior Secured Notes | Debt Instrument, Redemption, Period One
Debt Instrument [Line Items]
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed	40.00%
Debt Instrument, Redemption Price, Percentage	104.625%
Debt Instrument, Redemption Price, Premium Applicable, Percentage	100.00%

XML

Inventories (Schedule Of Inventories) (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Inventories:
Raw materials and supplies	$ 195,300	$ 132,113
Work in process	161,189	127,127
Finished goods	40,260	30,192
Total	$ 396,749	$ 289,432

XML

Interest Expense (Components of Interest Expense) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Interest and Debt Expense [Abstract]
Interest incurred on debt	$ 10,927	$ 14,085	$ 22,285	$ 30,950
Accretion of original issue discount on 2018 Term Loan Facility	338	572	865	1,843
Amortization of debt issuance costs and modification costs	932	1,337	2,176	5,368
Mark-to-market gain on de-designated interest rate swap	(2,798)	0	(6,715)	0
Total interest expense	$ 9,399	$ 15,994	$ 18,611	$ 38,161

XML

Interest Expense (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Effective Percentage	4.20%		4.20%
Repayments of Long-term Debt			$ 110,000	$ 200,000
Accretion of original issue discount on 2018 Term Loan Facility	$ 338	$ 572	865	1,843
Amortization of debt issuance costs and modification costs	$ 932	1,337	$ 2,176	5,368
2018 Term Loan Facility
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Effective Percentage	4.67%		4.67%		3.50%
Repayments of Long-term Debt	$ 40,000	50,000	$ 110,000	200,000
Accretion of original issue discount on 2018 Term Loan Facility	200	300	500	1,200
Amortization of debt issuance costs and modification costs	$ 300	$ 400	$ 800	2,000
Payments of Debt Restructuring Costs				$ 1,600
2020 Senior Secured Notes
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	4.625%		4.625%

XML

Commitments and Contingencies (Narrative) (Details) $ in Thousands		6 Months Ended
	Jul. 29, 2022 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)
Loss Contingencies
Related party tax agreement percent of savings		85.00%
Due to Related Parties-Total		$ 15,500	$ 19,300
Related party payable - Tax Receivable Agreement		4,481	3,828
Related party payable - Tax Receivable Agreement long-term		$ 10,973	$ 15,455
London Interbank Offered Rate (LIBOR)
Loss Contingencies
Due to Related Party, Basis Spread on Variable Rate		0.0100
Fixed Price LTAs
Loss Contingencies
Relief/reimbursement sought		$ 61,000
Fixed Price LTAs | Subsequent Event
Loss Contingencies
Relief/reimbursement sought	$ 161,500

XML

Commitments and Contingencies (Product Warranties Accrual) (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease)
Balance as of December 31, 2021	$ 1,088
Product warranty charges/adjustments	406
Payments and settlements	(389)
Balance as of June 30, 2022	$ 1,105

XML

Income Taxes (Summary Of Provision For Income Taxes) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Provision for income taxes	$ 21,422	$ 7,765	$ 41,219	$ 24,022
Pre-tax income	$ 136,419	$ 35,930	$ 280,399	$ 150,986
Effective tax rates (percentage)	15.70%	21.60%	14.70%	15.90%

XML

Income Taxes (Narrative) (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Effective tax rate	15.70%	21.60%	14.70%	15.90%
U.S. statutory rate	21.00%	21.00%	21.00%	21.00%
Provision for income taxes	$ 21,422,000	$ 7,765,000	$ 41,219,000	$ 24,022,000
Unrecognized tax benefits that would have a favorable impact on effective tax rate	$ 100,000		$ 100,000

XML

Fair Value Measurements and Derivative Instruments (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	Jun. 30, 2021	Feb. 24, 2022	Dec. 31, 2021
Derivative
Debt Instrument, Interest Rate, Effective Percentage	4.20%	4.20%
Repayments of Long-term Debt		$ 110,000	$ 200,000
Not Designated as Hedging Instrument
Derivative
Derivative, Fair Value, Net	$ 12,153	12,153			$ 386
Separated Host Financial Instrument, Fair Value Option
Derivative
Derivative liability fair value	5,700	5,700			7,000
Separated Host Financial Instrument, Fair Value Option | Other accrued liabilities
Derivative
Derivative liability fair value	2,600	2,600			2,600
Separated Host Financial Instrument, Fair Value Option | Other Noncurrent Liabilities [Member]
Derivative
Derivative liability fair value	3,100	3,100			4,400
Interest rate swap contract | Not Designated as Hedging Instrument
Derivative
Notional Amount	250,000	250,000			$ 0
Interest rate swap contract | Not Designated as Hedging Instrument | Interest expense
Derivative
Derivative, Gain on Derivative	$ 2,800	6,700
Commodity Contract [Member]
Derivative
Amount of derivative cash flow hedge to be recognized in the next 12 months		$ 23,000	$ 2,400
Embedded Derivative Financial Instruments
Derivative
Derivative, Fair Value, Net				$ 6,600
Scenario, Plan
Derivative
Debt Instrument, Interest Rate, Effective Percentage	3.95%	3.95%

XML

Fair Value Measurements and Derivative Instruments (Notional Amounts) (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Foreign currency derivatives | Designated as Hedging Instrument
Derivative
Notional Amount	$ 57,235	$ 0
Foreign currency derivatives | Not Designated as Hedging Instrument
Derivative
Notional Amount	65,920	99,260
Commodity derivative contracts | Designated as Hedging Instrument
Derivative
Notional Amount	0	19,474
Interest rate swap contract | Designated as Hedging Instrument
Derivative
Notional Amount	250,000	500,000
Interest rate swap contract | Not Designated as Hedging Instrument
Derivative
Notional Amount	$ 250,000	$ 0

XML

Fair Value Measurements and Derivative Instruments (Balance Sheet Classification) (Details) - Designated as Hedging Instrument - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Derivatives, Fair Value
Derivative, Fair Value, Net	$ 8,434	$ 14,389
Prepaid and other current assets
Derivatives, Fair Value
Derivative Asset, Fair Value, Gross Asset	5,905	8,469
Prepaid and other current assets | Commodity derivative contracts
Derivatives, Fair Value
Derivative Asset, Fair Value, Gross Asset	0	8,469
Prepaid and other current assets | Interest rate swap contract
Derivatives, Fair Value
Derivative Asset, Fair Value, Gross Asset	5,905	0
Other assets
Derivatives, Fair Value
Derivative Asset, Fair Value, Gross Asset	6,646	6,060
Other assets | Interest rate swap contract
Derivatives, Fair Value
Derivative Asset, Fair Value, Gross Asset	6,646	6,060
Other accrued liabilities
Derivatives, Fair Value
Derivative liability fair value	(4,117)	(140)
Other accrued liabilities | Interest rate swap contract
Derivatives, Fair Value
Derivative liability fair value	0	(140)
Other accrued liabilities | Foreign currency derivatives
Derivatives, Fair Value
Derivative liability fair value	$ (4,117)	$ 0

XML

Fair Value Measurements and Derivative Instruments (Impact in the Statement of Operations) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Commodity derivative contracts
Derivative Instruments, Gain (Loss)
Gain (Loss) on Fair Value Hedge Ineffectiveness, Net	$ 800		$ 800
Commodity derivative contracts | Designated as Hedging Instrument | Cost of sales
Derivative Instruments, Gain (Loss)
Amount of (Gain)/Loss Recognized	(2,977)	$ 4,498	(5,955)	$ 5,047
Interest rate swap contract | Designated as Hedging Instrument | Interest expense
Derivative Instruments, Gain (Loss)
Amount of (Gain)/Loss Recognized	$ 581	$ 289	$ 1,002	$ 1,285

XML

Fair Value Measurements and Derivatives Instruments (Not Designated as Hedges) (Details) - Not Designated as Hedging Instrument - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Derivatives, Fair Value
Derivative, Fair Value, Net	$ 12,153	$ 386
Prepaid and other current assets | Interest rate swap contract
Derivatives, Fair Value
Derivative Asset, Fair Value, Gross Asset	5,890	0
Prepaid and other current assets | Foreign currency derivatives
Derivatives, Fair Value
Derivative Asset, Fair Value, Gross Asset	240	388
Other assets | Interest rate swap contract
Derivatives, Fair Value
Derivative Asset, Fair Value, Gross Asset	6,599	0
Other accrued liabilities | Foreign currency derivatives
Derivatives, Fair Value
Derivative liability fair value	$ (576)	$ (2)

XML

Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Accumulated Other Comprehensive Loss
Foreign currency translation adjustments, net of tax	$ (33,930)	$ (22,330)
Commodity, interest rate, and foreign currency derivatives, net of tax	23,292	14,886
Total accumulated other comprehensive loss	$ (10,638)	$ (7,444)

XML

Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021
Earnings Per Share [Abstract]
Shares repurchased and retired (shares)	3,626,591				6,662,421	0
Payments for Repurchase of Common Stock	$ 30,000				$ 60,000	$ 0
Anti-dilutive shares (shares)	2,385,187		1,358,696		1,903,300	1,250,722
Shares Attributable to Participating Securities	219,622		122,455		206,934	116,631
Weighted average common shares outstanding for basic calculation (shares)	258,845,588		267,560,712		260,719,446	267,440,501
Add: Effect of equity awards	0		247,232		14,827	324,877
Weighted average common shares outstanding for diluted calculation (shares)	258,845,588		267,807,944		260,734,273	267,765,378
Net income	$ 114,997	$ 124,183	$ 28,165	$ 98,799	$ 239,180	$ 126,964
Net income per share (usd per share)	$ 0.44		$ 0.11		$ 0.92	$ 0.47
Net income per share (usd per share)	$ 0.44		$ 0.11		$ 0.92	$ 0.47

XML

Stock-Based Compensation - Narratives (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options granted (in shares)			385,688
Weighted average exercise price on options granted (in dollars per share)			$ 10.08
Grant date fair value per unit (in dollars per share)			$ 5.55
Stock-based compensation expense	$ 600	$ 15,300	$ 1,038	$ 16,031
Stock-based compensation expense not yet recognized	6,400		6,400
Share-based Payment Arrangement, Accelerated Cost		$ 14,700		$ 14,700
Equity Method Investment, Ownership Percentage		30.00%		30.00%
Scenario, Adjustment
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Payment Arrangement, Accelerated Cost		$ 900
Equity Method Investment, Ownership Percentage		35.00%		35.00%
Scenario, Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Payment Arrangement, Accelerated Cost		$ 13,800
Equity Method Investment, Ownership Percentage		30.00%		30.00%
Selling, General and Administrative Expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 600	$ 13,400	$ 1,000	$ 14,100
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted (in shares)			489,892
Granted (weighted average share price)			$ 10.08
Deferred Share Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted (in shares)			57,021
Granted (weighted average share price)			$ 8.25

XML

Stock-Based Compensation Black-Scholes Assumptions (Details)	6 Months Ended
	Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]
Dividend yield	0.40%
Expected volatility	58.28%
Risk-free interest rate	1.93%
Expected term (in years)	6 years 6 months