Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 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, 2020 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2020 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition perio ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K 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 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission f ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition ...

[PART I. FINANCIAL INFORMATION](index=7&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=7&type=section&id=Item%201.%20Financial%20Statements) Unaudited H1 2019 financials show net sales growth and a strengthened balance sheet, with strong operating cash flow despite a net income decline [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2019, total assets grew to **$1.73 billion**, liabilities decreased, and stockholders' deficit improved to **$(709.8) million** Condensed Consolidated Balance Sheet Highlights (in millions) | Account | June 30, 2019 (million) | December 31, 2018 (million) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $205.3 | $49.9 | | Total current assets | $881.3 | $638.1 | | **Total assets** | **$1,726.4** | **$1,505.5** | | **Liabilities & Equity** | | | | Total current liabilities | $260.1 | $327.1 | | Long-term debt | $1,991.3 | $2,050.3 | | Total liabilities | $2,436.2 | $2,582.3 | | Total stockholders' (deficit) | **$(709.8)** | **$(1,076.8)** | [Condensed Consolidated Statements of Operations and Comprehensive Income](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income) Q2 2019 net sales grew **5%** to **$480.4 million**, but net income decreased to **$196.4 million** due to higher cost of sales, with similar trends for the six-month period Q2 2019 vs Q2 2018 Performance (in millions, except EPS) | Metric | Three Months Ended June 30, 2019 (million) | Three Months Ended June 30, 2018 (million) | | :--- | :--- | :--- | | Net sales | $480.4 | $456.3 | | Gross profit | $283.3 | $290.4 | | Operating profit | $267.2 | $273.6 | | Net income | $196.4 | $201.4 | | Diluted EPS | $0.68 | $0.67 | H1 2019 vs H1 2018 Performance (in millions, except EPS) | Metric | Six Months Ended June 30, 2019 (million) | Six Months Ended June 30, 2018 (million) | | :--- | :--- | :--- | | Net sales | $955.4 | $908.2 | | Gross profit | $562.8 | $597.2 | | Operating profit | $530.8 | $564.0 | | Net income | $393.8 | $425.1 | | Diluted EPS | $1.36 | $1.41 | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) H1 2019 operating activities generated **$359.0 million** in cash, with net cash outflow from financing activities primarily due to debt repayments and dividends Cash Flow Summary for Six Months Ended June 30 (in millions) | Cash Flow Activity | 2019 (million) | 2018 (million) | | :--- | :--- | :--- | | Net cash provided by operating activities | $359.0 | $377.7 | | Net cash used in investing activities | $(29.1) | $(27.9) | | Net cash used in financing activities | $(174.4) | $(195.8) | | **Net change in cash and cash equivalents** | **$155.5** | **$154.0** | - The net change in working capital resulted in a cash outflow of **$102.5 million** in the first half of 2019, compared to an outflow of **$158.6 million** in the prior year period[26](index=26&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail accounting policies, revenue disaggregation, debt structure, contingent liabilities, and a post-quarter **$100 million** share repurchase program Disaggregated Revenue for Six Months Ended June 30 (in millions) | Revenue Source | 2019 (million) | 2018 (million) | | :--- | :--- | :--- | | Graphite Electrodes - Long-term contracts | $773.6 | $617.4 | | Graphite Electrodes - Short-term/spot | $123.5 | $210.5 | | By-products and other | $58.2 | $80.3 | | **Total Revenues** | **$955.4** | **$908.2** | - The company estimates **$4.5 billion** in future revenue from remaining performance obligations under its three-to-five-year take-or-pay contracts as of June 30, 2019[49](index=49&type=chunk)[50](index=50&type=chunk) - Total debt as of June 30, 2019 was approximately **$2.03 billion**. The company made a **$125 million** repayment on its 2018 Term Loan Facility in February 2019[68](index=68&type=chunk) - Subsequent to the quarter end, on July 30, 2019, the Board of Directors authorized a **$100 million** share repurchase program and declared a regular quarterly dividend of **$0.085 per share**[148](index=148&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management highlights stability from long-term contracts, with Q2 2019 net sales up **5%** to **$480.4 million** despite gross profit decline, maintaining strong liquidity - The company's commercial strategy relies on three-to-five-year take-or-pay contracts, which have secured approximately **65-70%** of its production capacity[151](index=151&type=chunk) Key Operating Metrics - Q2 2019 vs Q2 2018 | Metric | Q2 2019 | Q2 2018 | | :--- | :--- | :--- | | Sales volume (MT, in thousands) | 45 | 42 | | Weighted average realized price ($/MT) | $10,014 | $9,783 | | Production volume (MT, in thousands) | 48 | 45 | | Capacity utilization | 83% | 87% | Reconciliation to Adjusted EBITDA (in millions) | Metric | Q2 2019 (million) | Q2 2018 (million) | | :--- | :--- | :--- | | Net income | $196.4 | $201.4 | | EBITDA from continuing operations | $281.8 | $228.1 | | Adjusted EBITDA from continuing operations | **$284.4** | **$292.0** | [Results of Operations](index=38&type=section&id=Results%20of%20Operations) Q2 2019 net sales increased **5%** to **$480.4 million** due to higher volume, but cost of sales surged **19%** to **$197.0 million**, leading to a **2%** gross profit decline - Q2 2019 net sales increased by **$24.1 million (5%)** YoY, driven by a **6%** increase in sales volume of graphite electrodes and a higher weighted average realized price of **$10,014 per MT**[180](index=180&type=chunk) - Q2 2019 cost of sales increased by **$31.1 million (19%)** YoY, primarily due to sales of inventory manufactured with higher-priced needle coke[180](index=180&type=chunk)[181](index=181&type=chunk) - The effective tax rate for Q2 2019 was **16.1%**, a significant shift from a benefit of **(9.4%)** in Q2 2018, impacted by a valuation allowance release[187](index=187&type=chunk)[188](index=188&type=chunk)[189](index=189&type=chunk) [Liquidity and Capital Resources](index=41&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2019, total liquidity was strong at **$452.2 million**, with a **$125 million** debt repayment and a **$100 million** share repurchase program authorized - As of June 30, 2019, total liquidity was **$452.2 million**, consisting of **$205.3 million** in cash and **$246.9 million** available under the 2018 Revolving Facility[209](index=209&type=chunk) - On February 13, 2019, the company repaid **$125 million** on its 2018 Term Loan Facility[222](index=222&type=chunk) - A program to repurchase up to **$100 million** of outstanding common stock was authorized by the Board of Directors on July 30, 2019[220](index=220&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=44&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks from interest rates, currency, and energy prices, with a **100 basis point** interest rate increase impacting interest expense by **$10.5 million** for H1 2019 - A hypothetical **100 basis point** increase in interest rates would have increased interest expense by **$10.5 million** for the six months ended June 30, 2019, due to floating-rate debt[253](index=253&type=chunk) - The company uses commodity derivative contracts to manage exposure to refined oil products, which had a net unrealized pre-tax gain of **$14.2 million** as of June 30, 2019[251](index=251&type=chunk) [Controls and Procedures](index=45&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including CEO and CFO, deemed disclosure controls and procedures effective as of June 30, 2019, with no material changes to internal controls - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2019[260](index=260&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, these controls[261](index=261&type=chunk) [PART II. OTHER INFORMATION](index=47&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=47&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal proceedings, including long-pending litigation in Brazil regarding wage increases, with potential loss currently not estimable - The company is defending against litigation in Brazil brought by employees concerning wage increase provisions from 1989 and 1990, with the potential loss not estimable as of June 30, 2019[265](index=265&type=chunk) [Risk Factors](index=47&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred to the risk factors previously disclosed in the Annual Report on Form 10-K filed on February 22, 2019 - No material changes to the Risk Factors disclosed in the Annual Report on Form 10-K filed on February 22, 2019 have occurred[267](index=267&type=chunk) [Exhibits](index=48&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including certifications from the Principal Executive Officer and Principal Financial Officer - The report includes certifications from the CEO and CFO pursuant to Rules 13a-14(a) and Section 906 of the Sarbanes-Oxley Act of 2002[271](index=271&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to | --- | --- | |-------------------------------------------------------------------|-----------------------------------------| | | | | Com ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2018 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 jurisdict ...