GRAFTECH INTERNATIONAL LTD 10-K

Item 8. Financial Statements and Supplementary Data (Unless otherwise noted, all dollars are presented in thousands) Page Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) 48 Consolidated Balance Sheets 50 Consolidated Statements of Operations and Comprehensive (Loss) Income 51 Consolidated Statements of Cash Flows 52 Consolidated Statements of Stockholders’ (Deficit) Equity 54 Notes to the Consolidated Financial Statements 55 See the Table of Contents located at the beginning of this Report for more detailed page references to information contained in this Item. 47 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of GrafTech International Ltd.: Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of GrafTech International Ltd. and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive (loss) income, stockholders' (deficit) equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO. Basis for Opinions The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 48 Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Accounting for Debt Financing Transactions - Refer to Note 5 and Note 7 to the financial statements Critical Audit Matter Description As described within Notes 5 and 7 to the financial statements, on December 23, 2024, the Company consummated the offers to exchange any and all of its 4.625% senior secured notes due 2028 and its 9.875% senior secured notes due 2028, for new 4.625% second lien notes due 2029 and new 9.875% second lien notes due 2029, respectively. The Company also received the requisite consents from holders of the existing notes to adopt the proposed amendments to the Existing Notes indenture that 1) eliminated substantially all of the restrictive covenants as well as certain events of default and related provisions and 2) released all of the collateral securing the Existing Notes. In addition, concurrent with the exchange offer the Company issued $175M of new senior secured first lien term loans and obtained commitments for an additional $100M of senior secured first lien delayed draw term loans. We identified the evaluation of the Company’s accounting for debt modification and the underlying accounting treatment of the fees and expenses as a critical audit matter due to a high degree of auditor effort in performing procedures related to the Company’s calculations inherently required in determining proper accounting treatment and presentation of debt. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the transaction included the following, among others: • We obtained an understanding and tested the effectiveness of controls related to accounting over financial reporting, including management’s controls over the debt cycle and accounting for transactions. • We obtained and read debt agreements and amendments and evaluated the terms and conditions of the agreements and assessed the reasonableness of management’s application of the appropriate accounting authoritative guidance. • We evaluated the documentation supporting the modification accounting conclusion and tested the calculation of present value of the cash flows under the terms of the amendment and determined if it was considered substantially different from the present value of the remaining cash flow of the original debt instrument. • We evaluated the accounting treatment and tested the underlying amounts associated with the fees and expenses directly attributable to the modification and the classification of those expenses. /s/ DELOITTE & TOUCHE LLP Cleveland, Ohio February 14, 2025 We have served as the Company’s auditor since 2015. 49 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except share data) December 31, 2024 2023 ASSETS Current assets: Cash and cash equivalents $ 256,248 $ 176,878 Accounts and notes receivable, net of allowance for doubtful accounts of $ 7,114 as of December 31, 2024 and $ 7,708 as of December 31, 2023 93,576 101,387 Inventories 231,241 330,146 Prepaid expenses and other current assets 55,732 66,382 Total current assets 636,797 674,793 Property, plant and equipment 910,247 920,444 Less: accumulated depreciation 427,548 398,330 Net property, plant and equipment 482,699 522,114 Deferred income taxes 53,139 31,542 Other assets 51,639 60,440 Total assets $ 1,224,274 $ 1,288,889 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities: Accounts payable $ 72,833 $ 83,268 Long-term debt, current maturities — 134 Accrued income and other taxes 9,642 10,022 Other accrued liabilities 55,432 91,702 Tax Receivable Agreement 2,022 5,417 Total current liabilities 139,929 190,543 Long-term debt 1,086,915 925,511 Other long-term obligations 48,559 55,645 Deferred income taxes 23,971 33,206 Tax Receivable Agreement long-term 3,802 5,737 Commitments and contingencies – Note 12 Stockholders’ (deficit) 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, 257,263,710 and 256,831,870 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively 2,572 2,568 Additional paid-in capital 755,338 749,527 Accumulated other comprehensive loss ( 43,359 ) ( 11,458 ) Accumulated deficit ( 793,453 ) ( 662,390 ) Total stockholders’ (deficit) equity ( 78,902 ) 78,247 Total liabilities and stockholders’ (deficit) equity $ 1,224,274 $ 1,288,889 See accompanying Notes to the Consolidated Financial Statements 50 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME (Dollars in thousands, except per share data) Year Ended December 31, 2024 2023 2022 STATEMENTS OF OPERATIONS Net sales $ 538,782 $ 620,500 $ 1,281,250 Cost of goods sold 533,757 571,857 726,373 Lower of cost or market inventory valuation adjustment 24,878 12,431 — Gross (loss) profit ( 19,853 ) 36,212 554,877 Research and development 5,706 5,520 3,641 Selling and administrative expenses 46,510 74,012 76,977 Rationalization expenses 3,156 — — Goodwill impairment charges — 171,117 — Operating (loss) income ( 75,225 ) ( 214,437 ) 474,259 Other (income) expense, net ( 1,569 ) 4,679 ( 10,147 ) Interest expense 85,313 58,087 36,568 Interest income ( 5,701 ) ( 3,439 ) ( 4,480 ) (Loss) income before income taxes ( 153,268 ) ( 273,764 ) 452,318 Income tax (benefit) expense ( 22,103 ) ( 18,514 ) 69,356 Net (loss) income $ ( 131,165 ) $ ( 255,250 ) $ 382,962 Basic (loss) income per common share: Net (loss) income per share $ ( 0.51 ) $ ( 0.99 ) $ 1.48 Weighted average common shares outstanding 257,667,125 257,042,843 258,781,843 Diluted (loss) income per common share: Net (loss) income per share ( 0.51 ) ( 0.99 ) 1.48 Weighted average common shares outstanding 257,667,125 257,042,843 258,791,228 STATEMENTS OF COMPREHENSIVE (LOSS) INCOME Net (loss) income $ ( 131,165 ) $ ( 255,250 ) $ 382,962 Other comprehensive (loss) income: Foreign currency translation adjustments, net of tax of $ 29 , $( 8 ) and $ 0 , respectively ( 24,385 ) 10,166 ( 7,024 ) Commodities, interest rate and foreign currency derivatives, net of tax of $ 2,111 , $ 4,424 and $( 2,591 ), respectively ( 7,516 ) ( 13,554 ) 6,398 Other comprehensive loss, net of tax: ( 31,901 ) ( 3,388 ) ( 626 ) Comprehensive (loss) income $ ( 163,066 ) $ ( 258,638 ) $ 382,336 See accompanying Notes to the Consolidated Financial Statements 51 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) Year Ended December 31, 2024 2023 2022 Cash flow from operating activities: Net (loss) income $ ( 131,165 ) $ ( 255,250 ) $ 382,962 Adjustments to reconcile net (loss) income to cash (used in) provided by operations: Depreciation and amortization 62,245 56,889 55,496 Deferred income tax (benefit) provision ( 27,634 ) ( 28,123 ) 17,022 Non-cash stock-based compensation expense 6,035 4,433 2,311 Non-cash interest expense ( 2,028 ) 8,786 ( 2,428 ) Goodwill impairment charges — 171,117 — Lower of cost or market inventory valuation adjustment 24,878 12,431 — Other adjustments 6,283 5,077 ( 8,023 ) Net change in working capital* 40,254 107,562 ( 99,575 ) Change in Tax Receivable Agreement ( 5,330 ) ( 4,398 ) ( 3,828 ) Change in long-term assets and liabilities ( 13,631 ) ( 1,963 ) ( 19,309 ) Net cash (used in) provided by operating activities ( 40,093 ) 76,561 324,628 Cash flow from investing activities: Capital expenditures ( 34,309 ) ( 54,040 ) ( 72,165 ) Proceeds from the sale of fixed assets 100 220 195 Net cash used in investing activities ( 34,209 ) ( 53,820 ) ( 71,970 ) Cash flow from financing activities: Proceeds from Initial First Lien Term Loan due 2029 175,000 — — Proceeds from issuance of long-term debt, net of original issuance discount — 438,552 — Principal payments on long-term debt ( 137 ) ( 433,841 ) ( 110,124 ) Debt issuance and modification costs ( 18,945 ) ( 8,152 ) ( 2,232 ) Interest rate swap settlements — 27,453 6,423 Repurchase of common stock — — ( 60,000 ) Payments for taxes related to net share settlement of equity awards ( 118 ) ( 129 ) ( 230 ) Proceeds from exercise of stock options — — 225 Dividends paid — ( 5,134 ) ( 10,329 ) Principal payments under finance lease obligations ( 82 ) ( 36 ) — Net cash provided by (used in) financing activities 155,718 18,713 ( 176,267 ) Net change in cash and cash equivalents 81,416 41,454 76,391 Effect of exchange rate changes on cash and cash equivalents ( 2,046 ) 783 736 Cash and cash equivalents at beginning of period 176,878 134,641 57,514 Cash and cash equivalents at end of period $ 256,248 $ 176,878 $ 134,641 See accompanying Notes to the Consolidated Financial Statements 52 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (Dollars in thousands) Year Ended December 31, 2024 2023 2022 Supplemental disclosures of cash flow information: Net cash paid during the periods for: Interest (1) $ 88,496 $ 34,322 $ 39,503 Income taxes 4,910 43,326 67,122 Non-cash investing activities: Change in capital expenditures in accounts payable ( 4,006 ) ( 9,431 ) 7,748 Non-cash financing activities: Exchange Existing 9.875% Notes ( 446,167 ) — — Exchange Existing 4.625% Notes ( 498,245 ) — — New 9.875% Notes 446,167 — — New 4.625% Notes 498,245 — — * Net change in working capital due to the following components: Accounts and notes receivable, net $ 4,519 $ 45,680 $ 60,507 Inventories 68,832 107,796 ( 153,579 ) Prepaid expenses and other current assets 9,106 3,352 593 Income taxes payable ( 1,549 ) ( 27,198 ) ( 15,029 ) Accounts payable and accruals ( 39,501 ) ( 23,876 ) 7,748 Interest payable ( 1,153 ) 1,808 185 Net change in working capital $ 40,254 $ 107,562 $ ( 99,575 ) (1) Includes cash received/paid from the monthly settlements and the 2023 termination of our interest rate swaps in the years ended December 31, 2023 and 2022. See accompanying Notes to the Consolidated Financial Statements 53 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY (Dollars in thousands, except share data) Issued Shares of Common Stock Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders’ (Deficit) Equity Balance as of December 31, 2021 263,255,708 $ 2,633 $ 761,412 $ ( 7,444 ) $ ( 733,199 ) $ 23,402 Net income — — — — 382,962 382,962 Other comprehensive income (loss): Commodity, interest rate and foreign currency derivatives income, net of tax of $( 5,060 ) — — — 15,829 — 15,829 Commodity, interest rate and foreign currency derivatives reclassification adjustments, net of tax of $ 2,469 — — — ( 9,431 ) — ( 9,431 ) Foreign currency translation adjustments, net of tax of $ 0 — — — ( 7,024 ) — ( 7,024 ) Total other comprehensive loss — — — ( 626 ) — ( 626 ) Repurchase of common stock ( 6,662,421 ) ( 67 ) ( 18,721 ) — ( 41,212 ) ( 60,000 ) Stock-based compensation 1,348 — 2,311 — — 2,311 Options exercised 25,000 — 225 — — 225 Payments for taxes related to net share settlement of equity awards ( 22,293 ) — ( 63 ) — ( 167 ) ( 230 ) Dividends paid ($ 0.04 per share) — — — — ( 10,329 ) ( 10,329 ) Balance as of December 31, 2022 256,597,342 $ 2,566 $ 745,164 $ ( 8,070 ) $ ( 401,945 ) $ 337,715 Net loss — — — — ( 255,250 ) ( 255,250 ) Other comprehensive income (loss): Commodity, interest rate and foreign currency derivatives income, net of tax of $( 474 ) — — — 1,713 — 1,713 Commodity, interest rate and foreign currency derivatives reclassification adjustments, net of tax of $ 4,898 — — — ( 15,267 ) — ( 15,267 ) Foreign currency translation adjustments, net of tax of $( 8 ) — — — 10,166 — 10,166 Total other comprehensive loss — — — ( 3,388 ) — ( 3,388 ) Stock-based compensation 258,153 2 4,431 — — 4,433 Payments for taxes related to net share settlement of equity awards ( 23,625 ) — ( 68 ) — ( 61 ) ( 129 ) Dividends paid ($ 0.02 per share) — — — — ( 5,134 ) ( 5,134 ) Balance as of December 31, 2023 256,831,870 $ 2,568 $ 749,527 $ ( 11,458 ) $ ( 662,390 ) $ 78,247 Net loss — — — — ( 131,165 ) ( 131,165 ) Other comprehensive income (loss): Foreign currency derivatives income, net of tax of $( 13 ) — — — 85 — 85 Commodity, interest rate and foreign currency derivatives reclassification adjustments, net of tax of $ 2,124 — — — ( 7,601 ) — ( 7,601 ) Foreign currency translation adjustments, net of tax of $ 29 — — — ( 24,385 ) — ( 24,385 ) Total other comprehensive loss — — — ( 31,901 ) — ( 31,901 ) Stock-based compensation 509,924 4 6,031 — — 6,035 Payments for taxes related to net share settlement of equity awards ( 78,084 ) — ( 220 ) — 102 ( 118 ) Balance as of December 31, 2024 257,263,710 $ 2,572 $ 755,338 $ ( 43,359 ) $ ( 793,453 ) $ ( 78,902 ) See accompanying Notes to the Consolidated Financial Statements 54 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except as otherwise noted) (1) Business and Summary of Significant Accounting Policies Discussion of Business and Structure GrafTech is a leading manufacturer of high-quality graphite electrode products essential to the production of 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. Our common stock is listed on the NYSE under the symbol “EAF.” The Company’s only reportable segment, Industrial Materials, is comprised of its two major product categories: graphite electrodes and petroleum needle coke products. Petroleum needle coke is our 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. Summary of Significant Accounting Policies The Consolidated Financial Statements include the financial statements of the Company and its wholly owned subsidiaries. All intercompany transactions have been eliminated in consolidation. Cash and Cash Equivalents Cash equivalents consist of short-term, highly liquid investments with an original maturity of three months or less. These investments include certificates of deposit, money market funds and commercial paper. Revenue Recognition Revenue is recognized when a customer obtains control of promised goods. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods. To achieve this core principle, the following five steps are performed: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) a performance obligation is satisfied. The Company sells the majority of its products directly to steel manufacturers located in various jurisdictions. The Company’s contracts consist of longer-term take-or-pay sales contracts of graphite electrodes with initial terms of up to five years and short-term purchase orders (deliveries within one year ). Collectability is assessed based on the customer’s ability and intention to pay, reviewing a variety of factors including the customer’s historical payment experience and published credit and financial information. Additionally, for multi-year contracts, we may require the customer to post a bank guarantee, guarantee of a parent, a letter of credit or a significant prepayment. The promises of delivery of graphite electrodes represent the distinct performance obligations of the Company's contracts. A small portion of the Company's sales consist of deliveries of by-products of the manufacturing processes to different customers, such as graphite powders, naphta and gasoil. Given their nature, the Company’s performance obligations are satisfied at a point in time when control of the products has been transferred to the customer. In most cases, control transfer is deemed to happen at the delivery point of the products defined under the incoterms, usually at time of loading the truck or the vessel. The Company has elected to treat the transportation activity as a fulfillment activity instead of as a distinct performance obligation, and outbound freight cost is accrued when the product delivery promises are satisfied. The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods to the customer. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from a customer are excluded from the transaction price. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. The estimated variable consideration is 55 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS reflected through revenue reversal accruals that are based on the Company's experience, as well as anticipated performance. Historically, these reversals have been insignificant. Additionally, when termination fees are invoiced under certain provisions of the LTAs, they are accounted for as an element of variable consideration that is constrained, i.e., not recognized, until collected. Contracts that contain multiple distinct performance obligations require an allocation of the transaction price to each performance obligation based on a relative stand-alone selling price basis. The Company regularly reviews market conditions and internally approved pricing guidelines to determine stand-alone selling prices for the different types of its customer contracts. The stand-alone prices as known at contract inception are utilized as the basis to allocate the transaction price to the distinct performance obligations. The allocation of the transaction price to the performance obligations remains unchanged if stand-alone selling prices change after contract inception. Changes to LTAs are reviewed to assess whether there has been a change in volume, price or both and whether any additional volumes are at their stand-alone selling price to determine whether the contract modification should be accounted for as (1) part of the existing contract, (2) the termination of the existing contract and the creation of a new contract or (3) a separate contract. Under the most commonly negotiated terms, the accounting is such that it treats these modified contracts as the termination of the existing contract and the creation of a new contract. See Note 2, “Revenue from Contracts with Customers” for more information. Inventories Inventories are stated at the lower of cost or net realizable value. Cost is principally determined using the first-in, first-out ("FIFO") or average cost, which approximates FIFO, methods. Elements of cost in inventory include raw materials, energy costs, direct labor, manufacturing overhead and depreciation of manufacturing fixed assets. In 2024 and 2023, the market value of our inventories fell below their carrying amounts, and as a result, we recorded a LCM inventory valuation adjustments of $ 24.9 million and $ 12.4 million for the years ended December 31, 2024 and 2023, respectively, in order to state our inventories at market. The Company allocates fixed production overhead to the cost of conversion based on normal capacity utilization of the production facilities. The Company recognizes abnormal amounts of idle facility expense, freight, handling costs, and wasted materials (spoilage) as current period charges. As a result of reduced production levels, we recorded fixed manufacturing costs of $ 22.1 million and $ 62.4 million that would have otherwise been inventoried for years ended December 31, 2024 and 2023, respectively. Property, Plant and Equipment Property, plant and equipment are carried at cost. Routine or ongoing maintenance and repairs of property and equipment are expensed as incurred. Expenditures for replacements and betterments are capitalized and the replaced assets are retired. Gains and losses from the sale of property, plant and equipment are included in cost of goods sold or other (income) expense, net on the Consolidated Statements of Operations. The Company depreciates its assets using the straight-line method over the estimated useful lives of the assets. The ranges of estimated useful lives are as follows: Years Buildings 25 - 40 Land improvements 20 Machinery and equipment 5 - 20 Furniture and fixtures 5 - 10 The carrying value of fixed assets is assessed when events and circumstances indicating impairment are present. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If the assets are considered to be not recoverable, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Depreciation expense was $ 54.3 million, $ 47.7 million and $ 45.4 million in 2024, 2023 and 2022, respectively. Accounts payable associated with capital expenditures totaled $ 10.0 million and $ 14.0 million as of December 31, 2024 and 2023, respectively. 56 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Leases The Company determines if an arrangement is a lease at inception. When an arrangement contains a lease, the Company then determines if it meets any of the criteria to be classified as a finance lease. Leases with a term of 12 months or less are not recorded on the balance sheet. Right of Use ("RoU") assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. RoU assets and lease liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term. In order to compute the lease liability, when the rate implicit in the lease is not readily determinable, the Company discounts the lease payments using its estimated incremental borrowing rate for secured fixed rate debt over the same term, derived from information available at the lease commencement date. The Company's lease terms include the option to extend the lease when it is reasonably certain that option will be exercised. Lease and non-lease components are treated as a single lease component, except for leases of warehouse space where they will be accounted for separately. Leases may include variable lease and variable non-lease components costs, which are accounted for as variable lease expense in the Consolidated Statements of Operations. See Note 10, “Leases” for more information. Accounts Receivable Trade accounts receivable primarily arise from sales of goods to customers and distributors in the normal course of business. Allowance for Doubtful Accounts The Company recognizes credit losses at the time the financial assets originate or are acquired using a lifetime of expected credit losses measurement. The Company's expected losses are adjusted each period for changes in expected lifetime credit losses. Debt Issuance Costs Deferred financing costs are amortized over the terms of the related debt using the effective interest method. If the terms of renewed or modified debt instruments are deemed to be substantially different, all unamortized financing costs associated with the modified debt are charged to earnings in the current period. If the terms are not substantially different, the costs associated with the renewal are capitalized and amortized over the remaining term of the debt instrument. For modifications affecting a line of credit, fees paid to a creditor and any third party costs will be capitalized and amortized over the remaining term of the new arrangement. Any unamortized deferred financing costs associated with the old arrangement are either deferred and amortized over the life of the new arrangement or written off, depending upon the nature of the modification and cost. The balance of any unamortized financing costs on extinguished debt is expensed upon extinguishment. In 2024, the Company incurred $18.9 million of debt issuance costs that were capitalized and are being amortized into interest expense over the term of the related debt, as well as $18.4 million of modification costs that were recorded in Interest expense on the Consolidated Statements of Operations. See Note 5, “Debt and Liquidity” and Note 7, “Interest Expense” for more information . Derivative Financial Instruments We do not use derivative financial instruments for trading purposes. They are used to manage well-defined commercial risks associated with commodity purchases, interest rates and currency exchange rate risks. On the date that a derivative contract for a hedging instrument is entered into, the Company designates the derivative as either (1) a hedge of the exposure to changes in the fair value of a recognized asset or liability or of an unrecognized firm commitment (a fair value hedge), (2) a hedge of the exposure of a forecasted transaction or of the variability in the cash flows of a recognized asset or liability (a cash flow hedge), (3) a hedge of a net investment in a foreign operation (a net investment hedge) or (4) a contract not designated as a hedging instrument. For a fair value hedge, both the effective and ineffective portions of the change in the fair value of the derivative are recorded in earnings and reflected in the Consolidated Statement of Operations on the same line as the gain or loss on the hedged item attributable to the hedged risk. For a cash flow hedge, the effective portion of the change in the fair value of the derivative is recorded in accumulated other comprehensive loss ("AOCL") in the Consolidated Balance Sheet. When the underlying hedged transaction is realized, the gain or loss included in AOCL is recorded in earnings and reflected in the 57 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Consolidated Statement of Operations on the same line as the gain or loss on the hedged item attributable to the hedged risk. For a net investment hedge, the effective portion of the change in the fair value of the derivative is recorded in cumulative translation adjustment, which is a component of AOCL in the Consolidated Balance Sheet and is de-recognized upon liquidation or sale of the entity. For contracts not designated as hedging instruments, changes in fair value are adjusted through the statement of operations. We formally document our hedge relationships, including the identification of the hedging instruments and the related hedged items, as well as our risk management objectives and strategies for undertaking the hedge transaction. Derivatives are recorded at fair value in prepaid expenses and other current assets, other long-term assets, other current liabilities and other long-term obligations in the consolidated balance sheets. We also formally assess, both at inception and at least quarterly thereafter, whether a derivative used in a hedging transaction is highly effective in offsetting changes in either the fair value or the cash flows of the hedged item. When it is determined that a derivative ceases to be highly effective or that the hedged transaction is no longer probable of occurring, we discontinue hedge accounting. Income Taxes We file a consolidated U.S. federal income tax return for GTI and its eligible domestic subsidiaries. Our non-U.S. subsidiaries file income tax returns in their respective local jurisdictions. We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax benefit carry forwards. Deferred tax assets and liabilities at the end of each period are determined using enacted tax rates. A valuation allowance is established or maintained, when, based on currently available information and other factors, it is more likely than not that all or a portion of a deferred tax asset will not be realized. Under the guidance on accounting for uncertainty in income taxes, we recognize the benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The guidance on accounting for uncertainty in income taxes also provides guidance on derecognition, classification, interest and penalties on income taxes, and accounting in interim periods. The Company treats taxes due on future U.S. inclusions in taxable income related to Global Intangible Low Tax Income ("GILTI") as a current period expense when incurred. See Note 13, "Income Taxes" for more information. Related Party Tax Receivable Agreement On April 23, 2018, the Company entered into a 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 certain tax assets attributable to periods prior to our IPO, including certain federal net operating losses ("NOLs"), previously taxed income under Section 959 of the Internal Revenue Code of 1986, as amended from time to time (the "Code"), foreign tax credits, and certain NOLs in Swissco (collectively, 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 one-month period SOFR plus 1.10 %. 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. The Tax Receivable Agreement liability is recorded based on the best estimate of the utilization of Pre-IPO Tax Assets and is revised annually in the fourth quarter or earlier if and when significant changes in the forecast are identified. Retirement Plans and Post-Employment Benefits We use actuarial methods and assumptions to account for our defined benefit pension plans and our post-employment benefits. We recognize in earnings the change in the fair value of plan assets and net actuarial gains and losses annually in the fourth quarter of each year with a mark-to-market adjustment ("MTM Adjustment") and whenever a plan is remeasured (e.g., due to a significant curtailment, settlement, etc.). Pension and post-employment benefits expense includes the MTM Adjustment, actuarially computed cost of benefits earned during the current service period, the interest cost on accrued obligations, the expected return on plan assets and adjustments due to plan settlements and curtailments. Contributions to the qualified U.S. retirement plan are made in accordance with the requirements of the Employee Retirement Income Security Act of 1974. 58 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Additional information with respect to benefits plans is set forth in Note 11, “Retirement Plans and Post-Employment Benefits.” Stock-based Compensation The Company recognizes stock-based compensation expense based on the grant date fair value of the award over the period during which an employee or director is required to provide service in exchange for the award. Stock-based awards include stock options, restricted stock units ("RSUs"), performance-based restricted stock units (“PSUs”) and deferred share units ("DSUs"). The fair value of RSUs and DSUs is primarily based on the closing market price of a share of the Company's common stock on the date of grant, modified as appropriate to take into account the features of such grants. The fair value of PSUs is determined using a Monte Carlo valuation on the date of grant. Stock options are granted with an exercise price equal to the closing price of the Company's common shares on the date of grant. The fair value of stock options is determined using a Black-Scholes option-pricing model, which incorporates assumptions regarding the expected volatility, the expected option life, the risk-free interest rate, and the expected dividend yield. The Company accounts for forfeitures as they occur. See Note 3, "Stock-Based Compensation" for additional information. Environmental, Health and Safety Matters Our operations are governed by laws addressing protection of the environment and worker safety and health. These laws provide for civil and criminal penalties and fines, as well as injunctive and remedial relief, for noncompliance and require remediation at sites where hazardous substances have been released into the environment. We have been in the past, and may become in the future, the subject of formal or informal enforcement actions or proceedings regarding noncompliance with these laws or the remediation of Company-related substances released into the environment. Historically, such matters have been resolved by negotiation with regulatory authorities resulting in commitments to compliance, abatement or remediation programs and in some cases payment of penalties. Historically, neither the commitments undertaken nor the penalties imposed on us have been material. Environmental considerations are part of all significant capital expenditure decisions. Environmental remediation , compliance and management expenses were approximately $ 9.4 million, $ 12.1 million and $ 22.4 million in 2024, 2023 and 2022, respectively. A charge to income is recorded when it is probable that a liability has been incurred and the cost can be reasonably estimated. The accrued liability relating to environmental expenses was $ 3.9 million and $ 4.4 million as of December 31, 2024 and 2023, respectively. Foreign Currency Translation and Remeasurement We translate the financial statements of foreign subsidiaries, whose local currency is their functional currency, to U.S. dollars using period-end exchange rates for assets and liabilities and average exchange rates for each period for revenues, expenses, gains and losses. Differences arising from exchange rate changes are included in AOCL on the Consolidated Balance Sheets until such time as the operations of such non-U.S. subsidiaries are sold or substantially or completely liquidated. For our Russian, Swiss, Luxembourg, United Kingdom and Mexican subsidiaries, whose functional currency is the U.S. dollar, we remeasure non-monetary balance sheet accounts and the related income statement accounts at historical exchange rates. Resulting gains and losses arising from the fluctuations in currency for monetary accounts are recognized in cost of goods sold in the Consolidated Statements of Operations. Gains and losses arising from fluctuations in currency exchange rates on transactions denominated in currencies other than the functional currency are recognized in earnings as incurred. We have non-dollar denominated intercompany loans between some of our foreign subsidiaries. These loans are subject to remeasurement gains and losses due to changes in currency exchange rates. One of these loans has been deemed to be essentially permanent in duration prior to settlement and, as a result, remeasurement gains and losses on this loan were recorded as a component of AOCL on the Consolidated Balance Sheets. The remaining loans are deemed to be not permanent in nature and, as a result, remeasurement gains and losses on these loans are recorded as currency (gains) losses in other (income) expense, net, on the Consolidated Statements of Operations. 59 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Other Intangible Assets and Goodwill Other amortizable intangible assets, which consist primarily of trademarks and trade names, technology and know-how and customer-related intangibles, are amortized over their estimated useful lives using the straight-line or accelerated depreciation method. The estimated useful lives for each major category of amortizable intangible assets are: Years Trade names 5 - 20 Technology and know-how 5 - 14 Customer-related intangibles 5 - 15 The carrying value of intangible assets is assessed when events and circumstances indicating impairment are present. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If the assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Additional information about goodwill and other intangibles is set forth in Note 6, “Other Intangible Assets and Goodwill.” Prior to 2024, the Company performed an annual impairment test for its goodwill, which was fully impaired during 2023, leaving no balance. Major Maintenance and Repair Costs We perform scheduled major maintenance of the storage and processing units at our Seadrift plant (referred to as “overhaul”). Time periods between overhauls vary by unit. We also perform significant maintenance and repair shutdown of the plant (referred to as “turnaround”) every other year. Costs of overhauls and turnarounds include plant personnel, contract services, materials and rental equipment. We defer these costs when incurred and use the straight-line method to amortize them over the period of time estimated to lapse until the next scheduled overhaul of the applicable storage or processing unit. Under this policy, $ 4.1 million was deferred in 2024 and $ 0.7 million was deferred in 2023. Amortization of deferred maintenance costs totaled $ 6.2 million, $ 7.5 million and $ 4.7 million in 2024, 2023 and 2022, respectively, and are classified as a component of cost of goods sold on the Consolidated Statements of Operations. (Loss) Earnings per share The calculation of basic (loss) earnings per share is based on the weighted average number of common shares outstanding. Diluted (loss) earnings per share reflects the assumed conversion of all dilutive common stock equivalents as appropriate using the treasury stock method. See Note 15, “(Loss) Earnings per Share.” Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenue and expenses. Significant estimates and assumptions are used for, but are not limited to, inventory valuation, pension and other post-employment benefits, allowance for doubtful accounts, contingent liabilities, accruals and valuation allowances, asset impairment, and environmental-related accruals. Actual results could differ from our estimates . Subsequent Events We evaluate events that occur after the balance sheet date but before financial statements are issued to determine if a material event requires our amending the financial statements or disclosing the event. 60 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Recently Adopted Accounting Standards In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The adoption of this ASU did not have a material impact on our consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which is intended to enhance the transparency, decision usefulness and effectiveness of income tax disclosures. The amendments in this ASU require a public entity to disclose a tabular tax rate reconciliation, using both percentages and currency, with specific categories. A public entity is also required to provide a qualitative description of the states and local jurisdictions that make up the majority of the effect of the state and local income tax category and the net amount of income taxes paid, disaggregated by federal, state and foreign taxes and also disaggregated by individual jurisdictions. The amendments also remove certain disclosures that are no longer considered cost beneficial. The amendments are effective prospectively for annual periods beginning after December 15, 2024, and early adoption and retrospective application are permitted. Although the ASU only modifies the Corporation's required income tax disclosures, the Corporation is currently evaluating the impact of adopting this guidance on the consolidated financial statements, but does not expect it to be material. In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . Under this ASU, a public entity would be required to disclose information about purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion for each income statement line item that contains those expenses. This ASU is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. This ASU allows for early adoption and requires either prospective adoption to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. The Company is currently assessing the impact of this ASU on its financial statements and disclosures, but does not expect it to be material. 61 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (2) Revenue from Contracts with Customers Disaggregation of Revenue The following table provides information about disaggregated revenue by type of product and contract: Year Ended December 31, 2024 2023 2022 (Dollars in thousands) Graphite Electrodes - LTAs $ 116,786 $ 253,262 $ 870,287 Graphite Electrodes - Non-LTAs 376,858 338,746 351,140 By-products and other 45,138 28,492 59,823 Total Revenues $ 538,782 $ 620,500 $ 1,281,250 Contract Balances Substantially all the Company's receivables relate to contracts with customers. Accounts receivable are recorded when the right to consideration becomes unconditional. Payment terms on invoices primarily range from 20 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 prepayment 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. The Company did not have any contract asset balances as of December 31, 2024 or 2023. Current deferred revenue is included in "Other accrued liabilities" on the Consolidated Balance Sheets. The following table provides our contract liability balances as of December 31, 2024 and 2023. December 31, 2024 December 31, 2023 (Dollars in thousands) Current deferred revenue $ 11,223 $ 31,583 The amount of revenue recognized in 2024 that was included in the December 31, 2023 current deferred revenue balance was $ 26.0 million. The decrease in the December 31, 2024 current deferred revenue balance versus the prior year was primarily due to revenue recognized in the current year, partially offset by customer prepayments. The amount of revenue recognized in 2023 that was included in the December 31, 2022 deferred revenue current balance was $ 13.0 million. 62 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (3) Stock-Based Compensation The Company’s Omnibus Equity Incentive Plan permits the granting of options and other stock-based awards (including restricted stock units (“RSUs”), deferred restricted stock units (“DRSUs”) performance-based restricted stock units (“PSUs”) and deferred share units (“DSUs”)). As of December 31, 2024, the aggregate number of shares authorized under the plan since its initial adoption was 15.0 million. Shares issued upon vesting or exercise are new share issuances. Upon the vesting or payment of stock awards, an employee may elect receipt of the full share amount and either pay the resulting taxes or have the Company withhold shares to cover the tax obligation up to minimum statutory rates. At December 31, 2024, 4.8 million common stock shares were available for future issuance. Stock-based compensation expense was $ 6.0 million, $ 4.4 million and $ 2.3 million in 2024, 2023 and 2022, respectively. A majority of the expense, $ 5.3 million in 2024, $ 4.0 million in 2023 and $ 2.1 million in 2022, was classified as selling and administrative expenses in the Consolidated Statement of Operations, with the remaining expenses classified as cost of goods sold. The Company derives a tax deduction measured by the excess of the market value over the grant price at the date stock-based compensation awards are exercised or vest. The Company recognized tax expense of $ 0.3 million and $ 0.2 million in 2024 and 2023, respectively, and a tax benefit of less than $ 0.1 million in 2022, relating to the issuance of common stock for the exercise/vesting of equity awards. Stock Options. Non-qualified stock options may be granted to our employees and directors. Stock options granted in 2023 vest over a three-year period, with one-third of the award vesting on the anniversary date of the grant in each of the next three years . Stock options granted prior to 2023 vest over a five-year period, with one-fifth of the award vesting on the anniversary date of the grant in each of the five years following the grant date. No stock options were granted in 2024. All stock options expire 10 years from the date of grant. Stock option exercises are satisfied through the issuance of common shares. Compensation expense for stock options is based on the fair value of the stock option on the date of the grant. We calculate the fair value of stock options using the Black-Scholes option-pricing model. The weighted average assumptions used in our Black-Scholes option pricing model for options granted in 2023 and 2022 were as follows: 2023 2022 Dividend yield 0.71 % - 0.83 % 0.40 % - 0.56 % Expected volatility 58.16 % 58.14 % Risk-free interest rate 3.60 % - 4.10 % 1.93 % - 2.89 % Expected term in years 6.0 years 6.5 years Dividend Yield . Our dividend yield estimate is based on our expected dividends and the stock price on the grant date. Expected Volatility . We estimate the volatility of our common stock at the date of grant based on the historical volatility of the Company’s stock. The volatility factor we use is based on our historical closing prices since our stock has been publicly traded. Risk-Free Interest Rate. We base the risk-free interest rate on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award. Expected Term In Years. The expected life of awards granted represents the time period that the awards are expected to be outstanding. We determined the expected term of the grants using the “simplified” method as described by the SEC, since we do not have a history of stock option awards to provide a reliable basis for estimating such term. 63 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes activity related to stock options during 2024: Number of Options Weighted- Average Exercise Price Per Share Aggregate Intrinsic Value (thousands) Weighted Average Remaining Term (Years) Outstanding at December 31, 2023 2,027,611 $ 11.27 Granted — — Exercised — — Forfeited or expired ( 34,939 ) 6.94 Outstanding at December 31, 2024 1,992,672 $ 11.34 $ — 5.5 years Vested and Expected to vest as of December 31, 2024 1,992,672 $ 11.34 $ — 5.5 years Exercisable at December 31, 2024 1,611,366 $ 12.25 $ — 5.0 years Outstanding options have exercise prices ranging from $ 4.83 per share to $ 20.00 per share. A summary of the status and changes of unvested stock options and the related average price per share follows: Number of Options Weighted- Average Grant Date Fair Value Outstanding unvested as of December 31, 2023 582,994 $ 4.04 Granted — — Vested ( 174,225 ) 3.87 Forfeited ( 27,463 ) 4.01 Outstanding unvested as of December 31, 2024 381,306 $ 4.12 We recognized stock-based compensation expense of $ 0.6 million, $ 0.8 million and $ 0.6 million in 2024, 2023 and 2022, respectively, relating to stock options. As of December 31, 2024, there was $ 1.0 million of total unrecognized compensation cost related to unvested stock options, which is expected to be amortized over a weighted average period of 1.8 years. The total fair value of options vested was $ 0.7 million in both 2024 and 2023 and $ 0.3 million in 2022. There were 25,000 options exercised in 2022. No options were exercised in 2024 or 2023. Cash received from option exercises during 2022 was $ 0.2 million. RSUs - Employees. RSUs constitute an agreement to deliver shares of common stock to the participant at the end of a vesting period. Compensation expense for RSUs is based on the closing price of our common stock on the date of grant, less forfeitures or cancellations of awards throughout the vesting period. RSUs granted in 2023 and after vest over a three-year period, with one-third of the award vesting on the anniversary date of the grant in each of the next three years . RSUs granted prior to 2023 vest over a five-year period, with one-fifth of the award vesting on the anniversary date of the grant in each of the five years following the grant date. A summary of the status and changes of unvested but outstanding shares subject to RSU awards for employees and the related average price per share follows: Number of Shares Weighted- Average Grant Date Fair Value Outstanding unvested as of December 31, 2023 885,365 $ 7.18 Granted 3,299,462 1.80 Cancelled ( 322,093 ) 3.36 Vested ( 263,661 ) 6.92 Outstanding unvested as of December 31, 2024 3,599,073 $ 2.61 64 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS During 2024, 2023 and 2022, we recognized stock-based compensation expense of $ 3.2 million, $ 1.7 million and $ 0.7 million, respectively, relating to RSU awards for employees. The total fair value of RSU awards vested during 2024, 2023 and 2022 was $ 1.8 million, $ 0.9 million and less than $ 0.1 million, respectively. As of December 31, 2024, $ 6.4 million of expense with respect to non-vested RSUs has yet to be recognized and will be amortized into expense over a weighted-average period of approximately 2.0 years. PSUs. Beginning in 2023, executive officers and selected other employees receive PSU awards. Payouts, in the form of unrestricted common stock, vary between 0 % and 200 % based on the degree to which the Company’s total shareholder return relative to a peer group’s performance exceeds predetermined threshold, target and maximum performance goals over three-year performance periods with measurement periods after 12-, 24-, and 36-months. No payout will occur unless threshold performance is achieved. The final payout for PSUs granted in 2024 is subject to a 3.5x value cap. The following table summarizes the activity related to PSUs during 2024: Number of Shares Weighted- Average Grant Date Fair Value Outstanding as of December 31, 2023 348,015 $ 7.23 Granted 1,477,084 1.06 Vested — — Forfeited ( 67,268 ) 3.88 Outstanding as of December 31, 2024 1,757,831 $ 2.17 The fair value of grants of PSUs is determined using a Monte Carlo valuation. Total compensation expense for PSUs in 2024 and 2023 was $ 1.2 million and $ 0.7 million, respectively. As of December 31, 2024, there was $ 1.9 million of unrecognized compensation cost related to PSUs. RSUs and DRSUs - Non-Employee Directors. Beginning in 2023, non-employee directors receive annual grants of service-based RSUs that are expected to vest six months after the date of grant, subject generally to a non-employee director’s continued service on the Company’s Board of Directors. Compensation expense for RSUs and DRSUs is based on the closing price of our common stock on the date of grant, less forfeitures or cancellations of awards throughout the vesting period. Non-employee directors have the option to elect to defer receipt of their vested RSUs and instead be granted service-based DRSUs that are equivalent in value to the RSUs. DRSUs will be paid out either as soon as practicable following the date of termination of the director’s service as a director (but in any event no later than the last day of the calendar year in which such termination occurs) in a single lump sum or in substantially equal 20% installments on the first five annual anniversaries of the date of termination of service as a director. The following table summarizes RSU and DRSU activity during 2024 for our non-employee directors: Number of Shares Weighted- Average Grant Date Fair Value Outstanding as of December 31, 2023 130,923 $ 4.25 Granted 395,480 1.72 Vested and delivered ( 136,965 ) 2.15 Outstanding vested and deferred as of December 31, 2024 389,438 $ 2.42 The Company recognized $ 0.7 million and $ 0.6 million of expense related to these awards in 2024 and 2023, respectively. DSUs. DSUs are primarily granted to our non-employee directors in lieu of cash retainers and vest immediately upon grant. All whole DSUs will be settled in shares of our common stock after the Director's termination of service on the Board and any fractional shares will be settled in cash. The following table summarizes DSU activity during 2024: 65 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Number of Shares Weighted- Average Grant Date Fair Value Outstanding as of December 31, 2023 377,540 $ 6.52 Granted 262,906 1.30 Distributed ( 109,334 ) 6.44 Outstanding vested and deferred as of December 31, 2024 531,112 $ 3.95 During 2024, 2023 and 2022, we recognized stock-based compensation expense of $ 0.3 million, $ 0.6 million and $ 1.0 million, respectively, relating to DSU awards. The total fair value of DSU awards vested was $ 0.3 million in 2024, $ 0.5 million in 2023 and $ 1.0 million in 2022. 66 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (4) Segment Reporting Our Industrial Materials segment, our only operating and reportable segment, manufactures high-quality graphite electrodes essential to the production of EAF steel and other ferrous and non-ferrous metals. Petroleum needle coke, a crystalline form of carbon derived from decant oil, is a key raw material used in the production of graphite electrodes. We utilize the majority of the needle coke that we produce internally to manufacture our graphite electrodes and as a result approximately 92 % of our revenues from external customers are derived from the sale of graphite electrodes. No single customer accounted for 10% or more of the Company's net sales in 2024, 2023 or 2022. The accounting policies of our Industrial Materials segment are the same as those described in Note 1, “Business and Summary of Significant Accounting Policies.” Our chief operating decision maker is our chief executive officer. The chief operating decision maker assesses performance for our Industrial Materials segment and decides how to allocate resources based on net (loss) income, which is also reported on the Consolidated Statements of Operations and Comprehensive (Loss) Income as consolidated net (loss) income. The measure of segment assets is reported on the Consolidated Balance Sheets as total consolidated assets. The chief operating decision maker uses net (loss) income to evaluate growth trends, establish budgets, assess operational efficiencies and evaluate our overall financial performance. The following table presents selected financial information with respect to the Company’s single operating segment for the years ended December 31, 2024, 2023 and 2022: Year Ended December 31, 2024 2023 2022 (Dollars in thousands) Net sales $ 538,782 $ 620,500 $ 1,281,250 Cash cost of goods sold (1) 442,699 507,233 636,082 Other segment expenses 91,058 64,624 90,291 Lower of cost or market inventory valuation adjustment 24,878 12,431 — Research and development 5,706 5,520 3,641 Selling and administrative expenses 46,510 74,012 76,977 Rationalization expenses 3,156 — — Goodwill impairment charges — 171,117 — Other (income) expense, net ( 1,569 ) 4,679 ( 10,147 ) Interest expense 85,313 58,087 36,568 Interest income ( 5,701 ) ( 3,439 ) ( 4,480 ) Income tax (benefit) expense ( 22,103 ) ( 18,514 ) 69,356 Net (loss) income $ ( 131,165 ) $ ( 255,250 ) $ 382,962 (1) Cash cost of goods sold is defined as cost of goods sold less depreciation and amortization and less cost of goods sold associated with the portion of our sales that consist of deliveries of by-products of the manufacturing processes, and is the significant expense the chief operating decision maker uses to evaluate segment expenses. 67 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The following tables summarize information as to the Company's operations in different geographic areas: Year Ended December 31, 2024 2023 2022 (Dollars in thousands) Net sales: United States $ 171,192 $ 206,263 $ 340,793 Americas (excluding the United States) 95,513 100,364 256,253 Asia Pacific 57,581 66,214 116,849 Europe, Middle East, Africa 214,496 247,659 567,355 Total $ 538,782 $ 620,500 $ 1,281,250 December 31, 2024 2023 (Dollars in thousands) Long-lived assets (a): United States $ 182,087 $ 196,847 Mexico 109,020 117,414 Brazil 3,451 4,424 France 84,059 93,660 Spain 103,734 109,127 Other countries 348 642 Total $ 482,699 $ 522,114 (a) Long-lived assets represent fixed assets, net of accumulated depreciation. (5) Debt and Liquidity The following table presents our long-term debt: December 31, 2024 December 31, 2023 (Dollars in thousands) Initial First Lien Term Loans due 2029 175,000 — Existing 4.625% Senior Notes due 2028 1,755 500,000 New 4.625% Second Lien Notes due 2029 498,245 — Existing 9.875% Senior Notes due 2028 3,833 450,000 New 9.875% Second Lien Notes due 2029 446,167 — Other debt — 139 Unamortized debt discount and issuance costs ( 38,085 ) ( 24,494 ) Total debt 1,086,915 925,645 Less: Long-term debt, current portion — ( 134 ) Long-term debt $ 1,086,915 $ 925,511 On December 23, 2024 (the “Settlement Date”), the Company consummated offers by GrafTech Finance Inc. (“GrafTech Finance”) and GrafTech Global Enterprises Inc. (“GrafTech Global” and, together with GrafTech Finance, the “Issuers”), each a subsidiary of the Company, to exchange (each an “Exchange Offer” and, together, the “Exchange Offers”) any and all of (i) GrafTech Finance’s 4.625% senior secured notes due 2028 (the “Existing 4.625% Notes”) and (ii) GrafTech Global’s 9.875% senior secured notes due 2028 (the “Existing 9.875% Notes” and, together with the Existing 4.625% Notes, the “Existing Notes”), for new 4.625% second lien notes due 2029 (the “New 4.625% Notes”) and new 9.875% second lien notes due 2029, respectively (the “New 9.875% Notes”). 68 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The Company and the Issuers also consummated the solicitation of consents (with respect to each series of Existing Notes, a “Consent Solicitation” and, collectively, the “Consent Solicitations”), on the terms and subject to the conditions set forth in a confidential exchange offer memorandum and consent solicitation statement (the “Offering Memorandum”) from certain eligible holders of each series of the Existing Notes (the “Existing Noteholders”) (with respect to each series of Existing Notes, a “Consent” and, collectively, the “Consents”) pursuant to which amendments were entered into to the indenture governing the Existing 4.625% Notes (as amended, the “Existing 4.625% Notes Indenture”), and the indenture governing the Existing 9.875% Notes (the “Existing 9.875% Notes Indenture” and, together with the Existing 4.625% Notes Indenture, the “Existing Notes Indentures”), that (i) eliminated substantially all of the restrictive covenants as well as certain events of default and related provisions and definitions in the Existing Notes Indentures and (ii) released all of the collateral securing the Existing Notes. Issuance of New Notes due 2029 On December 23, 2024, GrafTech Finance issued New 4.625% Notes in an aggregate principal amount of $ 498.2 million and GrafTech Global issued New 9.875% Notes in an aggregate principal amount of $ 446.2 million in exchange for $ 498.2 million of GrafTech Finance’s Existing 4.625% Notes and $ 446.2 million of GrafTech Global’s Existing 9.875% Notes, respectively, validly tendered and accepted in connection with the Exchange Offers. The New Notes are the Issuers’ second lien obligations. The New 4.625% Notes were issued pursuant to an indenture, dated as of the Settlement Date (the “New 4.625% Notes Indenture”), by and among GrafTech Finance, the Company, each subsidiary guarantor from time to time party thereto (collectively, the “Subsidiary Guarantors,” and, together with the Company, the “Guarantors”), and U.S. Bank Trust Company, National Association, as trustee (the “New Trustee”) and collateral agent (the “New Notes Collateral Agent”). The New 4.625% Notes will pay interest of 4.625% semiannually per annum. The New 9.875% Notes were issued pursuant to an indenture, dated as of the Settlement Date (the “New 9.875% Notes Indenture” and, together with the New 4.625% Notes Indenture, the “New Notes Indentures”), by and among GrafTech Global, GrafTech Finance, the Guarantors, the New Trustee and the New Notes Collateral Agent. The New 9.875% Notes will pay interest of 9.875% semiannually per annum. GrafTech Finance may redeem some or all of the New 4.625% Notes at the redemption prices and on the terms specified in the New 4.625% Notes Indenture. If, at any time prior to December 23, 2026, all or a portion of the outstanding principal amount of the New 4.625% Notes are prepaid, repaid, redeemed or accelerated (or deemed accelerated), including as a result of GrafTech Finance filing for bankruptcy or becoming subject to any other insolvency proceeding, GrafTech Finance will be required to pay the applicable New 4.625% Notes Redemption Price (as defined in the New 4.625% Notes Indenture).If the Company or GrafTech Finance experiences specific kinds of changes in control or the Company or any of the restricted subsidiaries sells certain of its assets, then GrafTech Finance must offer to repurchase the New 4.625% Notes on the terms set forth in the New 4.625% Notes Indenture. On and after December 23, 2026, GrafTech Global may redeem some or all of the New 9.875% Notes at the redemption prices and on the terms specified in the New 9.875% Notes Indenture. At any time prior to December 23, 2026, GrafTech Global may also at its option and on one or more occasions redeem up to 40 % of the aggregate principal amount of the notes issued with the proceeds from certain equity offerings, at a redemption price of 109.875 % of the aggregate principal amount of the notes, together with accrued and unpaid interest, if any, to, but not including, the date of redemption. In addition, at any time prior to December 23, 2026, GrafTech Global may at its option on one or more occasions redeem all or a part of the notes, at a redemption price equal to 100 % of the principal amount of the notes redeemed, plus a “make-whole” premium, together with accrued and unpaid interest, if any, to, but not including, the date of redemption. If, at any time prior to December 23, 2028, all or a portion of the outstanding principal amount of the New 9.875% Notes are prepaid, repaid, redeemed or accelerated (or deemed accelerated), including as a result of GrafTech Global filing for bankruptcy or becoming subject to any other insolvency proceeding, GrafTech Global will be required to pay the applicable New 9.875% Notes Redemption Price or the Applicable Premium (each as defined in the New 9.875% Notes Indenture), as applicable.If the Company or GrafTech Global experiences specific kinds of changes in control or the Company or any of the restricted subsidiaries sells certain of its assets, then GrafTech Global must offer to repurchase the New 9.875% Notes on the terms set forth in the New 9.875% Notes Indenture. The New Notes Indentures contain 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 New 69 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes Indentures, if our pro forma consolidated total net leverage ratio is no greater than 2.50 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 total net leverage ratio is greater than 2.50 to 1.00, we can make restricted payments pursuant to certain baskets. We were in compliance with all of our debt covenants in the New Notes Indentures as of December 31, 2024. The New 4.625% Notes are guaranteed, jointly and severally, on a senior secured second-priority basis by the domestic Guarantors (the “U.S. Guarantors”) that guarantee the Existing 4.625% Notes and certain other foreign subsidiary Guarantors of the Company (the “Foreign Guarantors”). The New 9.875% Notes are guaranteed, jointly and severally, on a senior secured second-priority basis by the U.S. Guarantors that guarantee the Existing 9.875% Notes and the Foreign Guarantors. In accordance with the terms of the New Notes Indentures, the New Trustee is obligated to first enforce the guarantees of the U.S. Guarantors prior to any guarantees of the Foreign Guarantors, subject to certain terms described therein. The New Notes are secured by a perfected second-priority security interest in all of the assets and property of the Issuers and the Guarantors that currently secure the Existing Notes, and certain other assets and property of the Foreign Guarantors as set forth in the New Notes Indentures (the “Collateral”). The New Notes and each guarantee constitute: senior obligations that rank pari passu in right of payment with all of our and the Guarantors’ existing and future senior indebtedness, including the First Lien Term Loans (as defined below) and the 2018 Revolving Credit Facility (as defined herein); provided, that the First Lien Term Loans and the 2018 Revolving Credit Facility are senior in right of payment to the New Notes with respect to proceeds of the Foreign Guarantor facility located in Calais, France (the “Calais Facility”) solely to the extent that such facility does not constitute Collateral; secured on a second-priority basis, subject to certain exceptions and permitted liens, on the Collateral that secures the First Lien Term Loans and the 2018 Revolving Credit Facility on a first-priority basis; effectively junior to all of our and the Guarantors’ obligations under the First Lien Term Loans and the 2018 Revolving Credit Facility (and other indebtedness secured on a first-priority basis on the Collateral pari passu with the liens securing the First Lien Term Loans and the 2018 Revolving Credit Facility) to the extent of the value of the Collateral securing the First Lien Term Loans and the 2018 Revolving Credit Facility (and such other indebtedness secured on a first-priority basis on the Collateral); effectively senior to all of our and the Guarantors’ future debt that is secured by liens on the Collateral securing the New Notes that are junior to those securing the New Notes and to any of our and the Guarantors’ unsecured indebtedness, in each case, to the extent of the value of the Collateral securing the New Notes and the guarantees; and structurally subordinated to all of our existing and future indebtedness and other liabilities, including trade payables, of each of our subsidiaries that do not issue or guarantee the New Notes. Existing 4.625% Notes due 2028 In December 2020, GrafTech Finance issued $ 500.0 million aggregate principal amount of Existing 4.625 % Notes in a private offering. All of the net proceeds from the Existing 4.625% Notes were used to partially repay borrowings under our 2018 Term Loan Facility. GrafTech Finance may redeem some or all of the Existing 4.625% Notes at the redemption prices and on the terms specified in the Existing 4.625% Notes Indenture. Prior to the Settlement Date, if the Company or GrafTech Finance experienced specific kinds of changes in control or the Company or any of its restricted subsidiaries sold certain of its assets, then GrafTech Finance was required to offer to repurchase the Existing 4.625% Notes on the terms set forth in the Existing 4.625% Notes Indenture. Prior to the Settlement Date, the Existing 4.625% Notes Indenture contained certain covenants that, among other things, limited 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 Existing 4.625% Notes Indenture, prior to the Settlement Date, if our pro forma consolidated first lien net leverage ratio was no greater than 2.00 to 1.00, we could make restricted payments so long as no default or event of default had occurred and was continuing. Prior to the Settlement Date, if our pro forma consolidated first lien net leverage ratio was greater than 2.00 to 1.00, we could make restricted payments pursuant to certain baskets. In connection with the consummation of the Consent Solicitations, substantially all of the restrictive covenants and related provisions and definitions in the Existing 4.625% Notes Indenture were removed, effective as the Settlement Date. The Existing 4.625% Notes Indenture contains certain 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 Existing 4.625% Notes will become due and payable immediately without further action or notice. If any other type of event of default occurs and is 70 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continuing, then the trustee or the holders of at least 30 % in principal amount of the then outstanding Existing 4.625% Notes may declare all of the Existing 4.625% Notes to be due and payable immediately. We were in compliance with all of our debt covenants as of December 31, 2024 and 2023. Following the Exchange Offer, approximately $ 1.8 million aggregate principal amount of Existing 4.625% Notes remain outstanding. Existing 9.875% Notes due 2028 In June 2023, GrafTech Global issued $ 450 million aggregate principal amount of Existing 9.875 % Notes, including $ 11.4 million of original issue discount. The Existing 9.875% Notes were issued at an issue price of 97.456 % of the principal amount thereof in a private offering. The net proceeds from the Existing 9.875% Notes were used to repay borrowings under our 2018 Term Loan Facility. GrafTech Global may redeem some or all of the Existing 9.875% Notes at the redemption prices and on the terms specified in the Existing 9.875% Notes Indenture. Prior to the Settlement Date, if the Company or GrafTech Global experienced specific kinds of changes in control or the Company or any of its restricted subsidiaries sold certain of its assets, then GrafTech Global was required to offer to repurchase the Existing 9.875% Notes on the terms set forth in the Existing 9.875% Notes Indenture. Prior to the Settlement Date, the Existing 9.875% Notes Indenture contained certain covenants that, among other things, limited 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 Existing 9.875% Notes Indenture, prior to the Settlement Date, if our pro forma consolidated first lien net leverage ratio was no greater than 2.00 to 1.00, we could make restricted payments so long as no default or event of default had occurred and was continuing. Prior to the Settlement Date, if our pro forma consolidated first lien net leverage ratio was greater than 2.00 to 1.00, we could make restricted payments pursuant to certain baskets. In connection with the consummation of the Consent Solicitations, substantially all of the restrictive covenants and related provisions and definitions in the Existing 9.875% Notes Indenture were removed, effective as the Settlement Date. The Existing 9.875% Notes Indenture contains certain 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 Global, all outstanding Existing 9.875% 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 Existing 9.875% Notes may declare all of the Existing 9.875% Notes to be due and payable immediately. We were in compliance with all of our debt covenants as of December 31, 2024 and 2023. Following the Exchange Offer, approximately $ 3.8 million aggregate principal amount of Existing 9.875% Notes remains outstanding. Initial First Lien Term Facility; Delayed Draw First Lien Term Facility Concurrent with the settlement of the Exchange Offers, on the Settlement Date, Barclays Bank plc (the “Fronting Lender”), agreed to provide GrafTech Global $ 175 million of new senior secured first lien term loans (the “Initial First Lien Term Loans”) and provided commitments (the “Delayed Draw Commitments”) with respect to $ 100 million of new senior secured first lien delayed draw term loans (together with the Initial First Lien Term Loans, the “First Lien Term Loans”). The First Lien Term Loans are governed by a new credit agreement, dated as of the Settlement Date, by and among GrafTech, as holdings, GrafTech Global, as borrower, GLAS USA LLC, as administrative agent, GLAS Americas LLC, as collateral agent, and the lenders from time to time party thereto (the “First Lien Term Loan Credit Agreement”). The Initial First Lien Term Loans were drawn in a single drawing on the Settlement Date. The Delayed Draw Commitments are available to the Company until July 23, 2026, subject to the satisfaction of customary conditions precedent thereto. The First Lien Term Loans will mature on December 23, 2029, and are guaranteed by the Guarantors. The First Lien Term Loans are pari passu in right of payment with the 2018 Revolving Credit Facility and the New Notes, but the First Lien Term Loans and the 2018 Revolving Credit Facility are senior in right of payment to the New Notes with respect to the proceeds of the Calais Facility. The First Lien Term Loans and the 2018 Revolving Credit Facility are secured on a pari passu basis by perfected first-priority security interests in the Collateral. 71 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The First Lien Term Loans bear interest at the option of GrafTech Global, at a rate equal to (i) Term SOFR (as defined in the First Lien Term Loan Credit Agreement) (subject to a 2.00 % floor) plus 6.00 % per annum or (ii) the ABR (as defined in the First Lien Term Loan Credit Agreement) plus 5.00 % per annum. The Company will pay a ticking fee with respect to undrawn Delayed Draw Commitments in an amount equal to 3.75 % per annum of the amount of such undrawn and outstanding commitments. The First Lien Term Loans are prepayable in whole or in part at the option of the Company (i) prior to the 24-month anniversary of the Settlement Date, subject to payment of a customary “make-whole” premium (which includes a 2.00 % prepayment premium), (ii) on or after the 24-month anniversary of the Settlement Date through, but excluding, the 36-month anniversary of the Settlement Date, subject to a 2.00 % prepayment premium, and (iii) on or after the 36-month anniversary of the Settlement Date, without a prepayment premium. If the Company sells certain of its assets, then GrafTech Global may be required to offer to prepay the First Lien Term Loans and/or other indebtedness of GrafTech Global and/or its subsidiaries. The First Lien Term Loan Credit Agreement contains certain covenants that, among other things, limit the Company’s ability to incur or guarantee additional indebtedness or issue preferred stock, pay distributions on, redeem or repurchase capital stock or redeem or repurchase certain debt, incur or suffer to exist certain liens, make certain investments, engage in certain transactions with affiliates, consummate certain asset sales and effect certain fundamental changes. The First Lien Term Loan Credit Agreement also contains certain events of default (with grace periods, as applicable) that permit the agent to accelerate the First Lien Term Loans, and provide that, upon the occurrence of certain events of default arising from bankruptcy or insolvency, all First Lien Term Loans will become due and payable immediately without further action or notice. 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 provided 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”). GrafTech Finance Inc. (“GrafTech Finance”) was 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”) were co-borrowers under the 2018 Revolving Credit Facility. In December 2024, the 2018 Credit Agreement was further amended to provide for a $ 225 million senior secured first lien revolving credit facility, reducing the revolving commitments under the 2018 Credit Agreement by $ 105 million. On June 26, 2023, GrafTech repaid the term loans under the 2018 Term Loan Facility with proceeds from the Existing 9.875% Notes issuance. As of December 31, 2024, there are no outstanding term loans under the 2018 Term Loan Facility. Until at least $ 275 million of First Lien Term Loans have been borrowed by the Company, the Company is not permitted to have more than $ 15 million in aggregate principal amount of revovling loans outstanding at any time under the 2018 Revolving Credit Facility. The Company’s ability to borrow under the 2018 Revolving Credit Facility is subject to certain customary conditions precedent, including that the Company must not have more than $ 100 million of unrestricted cash and cash equivalents after giving effect to the applicable borrowing. The 2018 Revolving Credit Facility matures on November 30, 2028, subject to a springing maturity date 91 days prior to the maturity date of certain other reference indebtedness. As of December 31, 2024 and 2023, the availability under our 2018 Revolving Credit Facility was $ 108.0 million and $ 112.4 million, respectively. As any borrowings under the 2018 Revolving Credit Facility remain subject to compliance with the financial covenant thereunder, our operating performance as of December 31, 2024 and 2023 resulted in our inability to access the full amount of commitments under the facility. As of December 31, 2024 and 2023, there were no borrowings outstanding on the 2018 Revolving Credit Facility and there was $ 7.4 million and $ 3.1 million of letters of credit drawn against the 2018 Revolving Credit Facility as of each date, respectively. Borrowings under the 2018 Revolving Credit Facility bear interest (i) with respect to new revolving loans denominated in U.S. dollars, at the option of GrafTech Finance, Adjusted Term SOFR plus 3.50 % per annum or ABR (as defined in the 2018 Revolving Credit Agreement) plus 2.50 % per annum and (ii) with respect to new revolving loans denominated in euros, the Adjusted EURIBOR Rate (as defined in the 2018 Revolving Credit Agreement) plus 3.50 % per annum. Undrawn commitments under the New Revolving Credit Facility bear a commitment fee of 0.25 % per annum. Lenders holding all of the Company’s existing revolving commitments who agreed to provide commitments under the 2018 Revolving Credit Facility were paid a customary extension fee, in connection with the December 2024 amendment. 72 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The 2018 Revolving Credit Facility has customary negative covenants and events of default and is required to be prepaid in the case of certain mandatory prepayments of the First Lien Term Loans. The 2018 Revolving Credit Facility also includes a financial covenant requiring that the Company have a Senior Secured First Lien Net Leverage Ratio of no more than 4.00 to 1.00, tested quarterly, to the extent outstanding revolving loans and letters of credit (subject to certain exclusions) exceed 51.3 % of the amount of commitments then-existing under the 2018 Revolving Credit Facility. We were in compliance with all of our debt covenants as of December 31, 2024 and 2023. Maturities on long-term debt instruments as of December 31, 2024 are as follows: (Dollars in thousands) 2025 $ — 2026 — 2027 — 2028 5,588 2029 1,119,412 2030 and thereafter — Total $ 1,125,000 . (6) Other Intangible Assets and Goodwill Other Intangible Assets The following table summarizes acquired intangible assets with determinable useful lives by major category which are included in "Other assets" on our Consolidated Balance Sheets: December 31, 2024 December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (Dollars in thousands) Trade names $ 22,500 $ ( 18,226 ) $ 4,274 $ 22,500 $ ( 17,379 ) $ 5,121 Technology and know-how 55,300 ( 48,613 ) 6,687 55,300 ( 45,746 ) 9,554 Customer-related intangibles 64,500 ( 41,063 ) 23,437 64,500 ( 36,802 ) 27,698 Total finite-lived intangible assets $ 142,300 $ ( 107,902 ) $ 34,398 $ 142,300 $ ( 99,927 ) $ 42,373 Amortization expense of intangible assets was $ 8.0 million, $ 9.2 million and $ 10.1 million in 2024, 2023 and 2022, respectively. Estimated annual amortization expense for the next five years will approximate $ 7.3 million in 2025, $ 6.7 million in 2026, $ 6.1 million in 2027, $ 5.5 million in 2028 and $ 4.9 million in 2029. Goodwill In 2023, the Company performed a quantitative assessment of the fair value of the reporting unit, using a combination of the income approach and the market approach (Level 3 in the fair value hierarchy) from a market participant’s perspective for its annual goodwill impairment testing. The valuation of the Graphite Electrode reporting unit was performed with cash flows that were adjusted to present this reporting unit as purchasing petroleum needle coke entirely from third parties at anticipated market prices. 73 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The income approach was based on discounted projected debt-free cash flows for the Graphite Electrode reporting unit. The forecast of cash flows included several assumptions regarding future sales growth, revenues, earnings before interest, taxes, depreciation and amortization (“EBITDA”), capital expenditures and working capital changes. In addition to the estimates of future cash flows, the income approach involves the determination of the discount rate based upon market participant’s assumptions. The market approach fair value was based on valuation multiples that were applied to the Graphite Electrode reporting unit’s actual and projected EBITDA. The multiples were derived under the guideline public company method from analyzing market multiples of EBITDA for a group of comparable public companies. The techniques used in the Company’s assessment incorporate a number of assumptions that the Company believes to be reasonable and to reflect known market conditions at the measurement date. Key assumptions relate to customer demand and sales growth, graphite electrode and needle coke pricing trends, operating costs and capital expenditures. Assumptions in estimating future cash flows are subject to a degree of judgment. The testing determined that the fair value of the Graphite Electrode reporting unit was less than its carrying amount by more than the amount of goodwill. As a result, we recorded a full impairment charge of $ 171.1 million, which was recorded in Goodwill impairment charges in the Consolidated Statements of Income. The goodwill impairment was caused primarily by reduced sales of graphite electrodes due to softening demand and the deterioration of the electrode spot pricing. For the 2022 annual goodwill impairment testing, the Company performed a qualitative assessment first to determine whether it was more likely than not that the fair value of the Graphite Electrode reporting unit was less than its carrying amount. We assessed relevant events and circumstances, including industry, market and macroeconomic conditions, as well as Company and reporting unit-specific factors. Based on this review, we determined that it was not more likely than not that the fair value of the Graphite Electrode reporting unit was less than its carrying amount and concluded that the quantitative goodwill impairment test was not required. No impairment of goodwill resulted from our annual impairment test in 2022. (7) Interest Expense The components of interest expense are as follows: Year Ended December 31, 2024 2023 2022 (Dollars in thousands) Interest incurred on debt $ 68,971 $ 56,219 $ 43,609 Accretion of original issue discount 2,163 2,524 1,200 Amortization of debt issuance costs 3,193 4,631 3,475 Debt modification costs 18,370 — — Amortization of interest rate swap deferred gains ( 7,384 ) ( 5,480 ) — Unrealized loss (gain) on termination of de-designated interest rate swap — 7,111 ( 7,111 ) Realized gain on termination of de-designated interest rate swap — ( 6,918 ) ( 4,605 ) Total interest expense $ 85,313 $ 58,087 $ 36,568 74 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The financing transactions entered in 2024 (described in further detail in Note 5, “Debt and Liquidity”) were accounted for as a modification of the existing debt under ASC 470-50, Debt—Modifications and Extinguishments. As a result, the Company incurred $ 37.3 million of fees and expenses directly attributable to the modification. Of these costs, $ 18.4 million related to third-party costs was expensed as incurred and is included in Interest expense on the Consolidated Statements of Operations and $ 18.9 million related to lender fees was capitalized as debt issuance costs and is being amortized over the remaining term of the related debt. In June 2023, the net proceeds from the issuance of the Existing 9.875% Notes were used to repay the $ 433.7 million of principal outstanding on the 2018 Term Loan Facility. The repayment of the 2018 Term Loan Facility was accounted for as a debt extinguishment and triggered $ 1.2 million of accelerated accretion of the original issue discount and $ 1.9 million of accelerated amortization of debt issuance costs. The Existing 9.875% Notes were accounted for as new debt and the related discount and debt issuance costs were deferred. In connection with the repayment of the 2018 Term Loan Facility in June 2023, we terminated the outstanding interest rate swap contracts that were in place to fix the cash flows associated with the risk in variability in the one-month USD London Interbank Offered Rate (“USD LIBOR”) for the 2018 Term Loan Facility. As a result of the swaps termination, we recorded in interest expense realized gains of $ 6.9 million relative to our de-designated swap and we deferred realized gains of $ 13.5 million in accumulated other comprehensive loss (“AOCL”) in connection with our designated swap. The gains deferred into AOCL for the designated swap were amortized into interest expense through August 2024, consistent with the term of the discontinued cash-flow hedging relationship. The Existing 9.875% Notes and the New 9.875% Notes carry fixed interest rates of 9.875 %. The Existing 4.625% Notes and the New 4.625% Notes carry fixed interest rates of 4.625 %. The Initial First Lien Term Loan had an effective interest rate of 10.33 % as of December 31, 2024. The 2018 Term Loan Facility, which was paid off in its entirety in June 2023, had an effective interest rate of 7.38 % as of December 31, 2022. In 2022, the Company made voluntary prepayments of $ 110.0 million under its 2018 Term Loan Facility. In connection with this, the Company recorded $ 0.5 million of accelerated accretion of the original issue discount and $ 0.8 million of accelerated amortization of the debt issuance cost. See Note 5, “Debt and Liquidity” for details of our debt and Note 8, “Fair Value Measurements and Derivative Instruments” for additional details on our interest rate swaps and embedded derivative. (8) Fair Value Measurements and Derivative Instruments Fair Value Measurements Depending on the inputs, we classify each fair value measurement as follows: • Level 1 – Quoted market prices in active markets for identical assets or liabilities. • Level 2 – Inputs other than Level 1 inputs that are either directly or indirectly observable. • Level 3 – Unobservable inputs developed using estimates and assumptions developed by the Company, which reflect those that a market participant would use. 75 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The following tables present the classification of our assets and liabilities measured at fair value on a recurring basis: December 31, 2024 Total Level 1 Level 2 Level 3 Assets: (Dollars in thousands) Foreign currency derivatives $ 296 $ — $ 296 $ — Total assets at fair value $ 296 $ — $ 296 $ — Liabilities: Foreign currency derivatives $ 248 $ — $ 248 $ — Total liabilities at fair value $ 248 $ — $ 248 $ — December 31, 2023 Total Level 1 Level 2 Level 3 Assets: (Dollars in thousands) Foreign currency derivatives $ 630 $ — $ 630 $ — Total assets at fair value $ 630 $ — $ 630 $ — Liabilities: Foreign currency derivatives $ 519 $ — $ 519 $ — Total liabilities at fair value $ 519 $ — $ 519 $ — The carrying amounts and fair values of financial instruments, other than cash and cash equivalents, short-term notes and accounts receivable, accounts payable and other current payables, are shown in the table above. The carrying value of cash and cash equivalents, receivables and accounts payable approximate fair value due to the short-term nature of these instruments. The fair value of our debt as of December 31, 2024 and 2023 was $ 905.8 million and $ 676.6 million, respectively. The fair values were determined using Level 2 quoted market prices for the same or similar debt instruments. Additional fair value information related to our pension funds' assets can be found in Note 11, "Retirement Plans and Post-Employment Benefits." Derivative Instruments In the normal course of business, we are exposed to certain risks related to fluctuations in currency exchange rates. We use derivative financial instruments, primarily foreign currency derivatives, and have in the past used 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 goods sold and they are largely offset by the financial impact of translating foreign currency-denominated payables and receivables. At various times throughout the last three years, we entered into foreign currency derivatives with maturities of one month 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 AOCL and subsequently, when realized, are reclassified to net sales or cost of goods sold in the Consolidated Statements of Operations when the hedged exposures affect earnings. 76 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Commodity derivative contracts From time to time, we enter into commodity derivative contracts for refined oil products. These contracts are entered into to protect against the risk that eventual cash flows related to these products will be adversely affected by future changes in prices. The unrealized gains or losses related to commodity derivative contracts designated as cash flow hedges are recorded in AOCL and subsequently, when realized, are reclassified to the Consolidated Statement of Operations when the hedged item impacts earnings, which is when the finished product is sold. Interest rate swap contracts We have utilized interest rate swaps in the past to limit exposure to market fluctuations on variable-rate debt. For each derivative agreement that is designated as a cash flow hedge, the unrealized gain or loss is recorded in AOCL and, when realized, is recorded in interest expense. Upon discontinuance of a designated cash flow hedging relationship, when interest payments are still probable of occurring, the fair value at the date of discontinuance is deferred into AOCL and amortized into interest expense based upon the term of the cash flow hedging relationship. We entered into interest rate swap contracts that were "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 contained an other-than-insignificant financing element. As such, they were considered hybrid instruments composed of a debt host and an embedded derivative and the associated cash flows are classified as financing (uses)/sources of cash. The embedded derivative was treated as a cash flow hedge. In the first quarter of 2022, in connection with the partial repayment of principal on our 2018 Term Loan Facility 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, that matured 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 AOCL and was amortized into interest expense over the remaining life of the swap. In the third quarter of 2022, we redeemed $ 67.0 million of our $ 250.0 million notional amount de-designated interest rate swap. The change in fair value of the de-designated embedded derivative for the year ended December 31, 2023 resulted in a loss of $ 7.1 million, compared to a gain of $ 7.1 million for the year ended December 31, 2022, recorded in interest expense in the Consolidated Statements of Operations. In the second quarter of 2023, in connection with the repayment of the $ 433.7 million outstanding balance on our 2018 Term Loan Facility, we terminated our $ 183.0 million notional de-designated interest rate swap and our $ 250.0 million notional designated interest rate swap and received net cash of $ 20.4 million. The net cash received included a $ 23.1 million gain on the embedded derivatives, partially offset by a $ 2.8 million loss on the settlement of our debt host liability as of the termination date. Out of the $ 23.1 million gain on the embedded derivatives, $ 6.9 million for the de-designated swap was recorded in interest expense and $ 16.2 million for the designated swap was recorded in AOCL and was amortized into interest expense using the effective interest method through August 2024. 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 AOCL 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 its 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. 77 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The notional amounts of our outstanding derivative instruments as of December 31, 2024 and 2023 were as follows: December 31, 2024 December 31, 2023 Notional Amount Notional Amount (Dollars in thousands) Derivative instruments designated as hedges: Foreign currency derivatives $ — $ 10,684 Derivative instruments not designated as hedges: Foreign currency derivatives $ 11,918 $ 41,863 The following table summarizes the fair value of our outstanding derivatives designated as hedges (on a gross basis) and balance sheet classification as of December 31, 2024 and 2023: December 31, 2024 December 31, 2023 Fair Value Fair Value (Dollars in thousands) Prepaid and other current assets Foreign currency derivatives $ — $ 386 Total $ — $ 386 Total asset $ — $ 386 As of December 31, 2024, net realized pre-tax gains of $ 0.2 million related to our foreign currency derivatives were reported in AOCL and will be released to earnings within the next 12 months. In addition, we recorded $ 0.8 million of ineffectiveness income in cost of goods sold in the Consolidated Statements of Operations in 2022 related to the settlement of commodity derivative contracts. No ineffectiveness expense was recorded in 2024 or 2023. The realized losses (gains) on cash flow hedges are recognized in the Statements of Operations when the hedged item impacts earnings and are as follows for the years ended December 31, 2024, 2023 and 2022: Amount of Loss/(Gain) Recognized Location of Realized Loss/(Gain) Recognized in the Consolidated Statement of Operations 2024 2023 2022 Derivatives designated as cash flow hedges: (Dollars in thousands) Foreign currency derivatives Cost of goods sold $ 121 $ 5,541 $ 1,975 Commodity derivative contracts Cost of goods sold ( 2,462 ) ( 15,089 ) ( 11,452 ) Interest rate swaps Interest expense ( 7,384 ) ( 10,617 ) ( 2,423 ) 78 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Pre-tax gains and losses on non-designated derivatives recognized in earnings are as follows: Amount of Loss/(Gain) Recognized Location of Realized Loss/(Gain) Recognized in the Consolidated Statement of Operations 2024 2023 2022 Derivatives not designated as hedges: (Dollars in thousands) Foreign currency derivatives Cost of goods sold, other expense (income), net $ 492 $ ( 314 ) $ ( 938 ) Interest rate swaps Interest expense — ( 2,957 ) ( 11,716 ) The following table summarizes the fair value of our outstanding derivatives not designated as hedges (on a gross basis) and balance sheet classification as of December 31, 2024 and 2023: December 31, 2024 December 31, 2023 Fair Value Fair Value (Dollars in thousands) Prepaid and other current assets Foreign currency derivatives $ 296 $ 244 Other accrued liabilities Foreign currency derivatives ( 248 ) ( 519 ) Net asset (liability) $ 48 $ ( 275 ) 79 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (9) Supplementary Balance Sheet Detail The following tables present supplementary balance sheet details: December 31, 2024 December 31, 2023 (Dollars in thousands) Inventories: Raw materials and supplies $ 78,386 $ 109,084 Work in process 122,590 186,473 Finished goods 30,265 34,589 $ 231,241 $ 330,146 Prepaid expenses and other current assets: Prepaid expenses $ 11,258 $ 11,176 Value-added tax and other indirect taxes receivable 21,922 28,629 Spare parts inventory 14,189 15,242 Other current assets 8,363 11,335 $ 55,732 $ 66,382 Property, plant and equipment: Land and improvements $ 49,212 $ 49,962 Buildings 85,871 87,820 Machinery and equipment and other 731,783 717,002 Construction in progress 43,381 65,660 $ 910,247 $ 920,444 Other accrued liabilities: Payrolls (including incentive programs) $ 9,979 $ 22,369 Employee benefits 6,074 7,018 Deferred revenue 11,223 31,583 Other 28,156 30,732 $ 55,432 $ 91,702 Other long-term obligations: Post-employment benefits $ 10,969 $ 12,613 Pension and related benefits 21,919 26,068 Other 15,671 16,964 $ 48,559 $ 55,645 80 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The following table presents an analysis of the allowance for doubtful accounts for the years ended December 31: 2024 2023 2022 (Dollars in thousands) Balance at beginning of year $ 7,708 $ 8,019 $ 6,835 (Credit) charge to income ( 660 ) ( 439 ) 1,585 Deductions 66 128 ( 401 ) Balance at end of year $ 7,114 $ 7,708 $ 8,019 Supplier Finance Program (“SFP”) Obligations GrafTech Mexico S.A. De C.V. (“GrafTech Mexico”) participates in an electronic vendor voucher payment program supported by the Mexican Government through one of its national banks, whereby suppliers can factor their invoices through a financial intermediary. This program gives GrafTech Mexico’s suppliers the option to settle trade receivables by obtaining payment for a discounted amount from the financial intermediary prior to the invoice due date for a discounted amount. GrafTech Mexico’s responsibility is limited to making payment on the terms originally negotiated with its supplier, regardless of whether the supplier elects to receive early payment. The range of payment terms GrafTech Mexico negotiates with its suppliers is consistent, irrespective of whether a supplier participates in the program. SFP obligations are included in accounts payable on the Consolidated Balance Sheets and upon settlement, are reflected as cash flow from operating activities in the Consolidated Statements of Cash Flows. See below for a rollforward of our SFP obligations. (Dollars in thousands) Confirmed obligations outstanding as of December 31, 2022 $ — Invoices confirmed during the year 24,368 Confirmed invoices paid during the year ( 19,732 ) Confirmed obligations outstanding as of December 31, 2023 $ 4,636 Invoices confirmed during the year 17,821 Confirmed invoices paid during the year ( 16,871 ) Confirmed obligations outstanding as of December 31, 2024 $ 5,586 81 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (10) Leases The Company leases certain transportation and mobile manufacturing equipment such as railcars and forklifts, as well as real estate. The components of lease expense are as follows: Year Ended December 31, 2024 2023 2022 (Dollars in thousands) Operating lease cost $ 3,966 $ 4,896 $ 5,441 Finance lease cost: Amortization of lease assets 91 39 — Interest on lease liabilities 27 13 — Short-term lease cost 130 123 163 Variable lease cost 335 743 756 Total lease cost $ 4,549 $ 5,814 $ 6,360 Supplemental cash-flow and other information related to leases is as follows: Year Ended December 31, 2024 2023 2022 (Dollars in thousands) Cash paid for amounts included in the measurement of lease liabilities Operating cash outflows - payments on operating leases $ ( 2,815 ) $ ( 3,919 ) $ ( 4,015 ) Operating cash outflows - interest payments on finance leases ( 27 ) ( 13 ) — Financing cash outflows - payments on finance lease obligations ( 82 ) ( 36 ) — Right-of-use assets obtained in exchange for operating lease obligations 4,775 2,621 2,303 Right-of-use assets obtained in exchange for finance lease obligations 130 291 — 82 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Supplemental balance sheet information related to leases is as follows: December 31, 2024 2023 (Dollars in thousands) Location Operating Leases Operating lease right-of-use assets Other assets $ 6,261 $ 5,003 Current operating lease liabilities Other accrued liabilities 2,050 2,568 Non-current operating lease liabilities Other long-term obligations 4,077 2,542 Total operating lease liabilities $ 6,127 $ 5,110 Finance Leases Property, plant and equipment Property, plant and equipment $ 484 $ 330 Accumulated depreciation Accumulated depreciation 130 39 Finance lease assets, net $ 354 $ 291 Other liabilities and accrued items Other liabilities and accrued items $ 119 $ 83 Finance lease liabilities Other long-term obligations 248 210 Total principal payable on finance leases $ 367 $ 293 Weighted-Average Remaining Lease Term Operating leases 5.1 years 2.4 years Finance leases 3.6 years 4.1 years Weighted-Average Discount Rate Operating leases 6.46 % 6.63 % Finance leases 7.55 % 7.93 % As of December 31, 2024, future minimum lease payments under noncancellable operating leases were as follows: Finance Leases Operating Leases (Dollars in thousands) 2025 124 2,061 2026 124 1,790 2027 87 779 2028 68 490 2029 15 466 2030 and thereafter — 1,854 Total lease payments $ 418 $ 7,440 Less: Imputed interest ( 51 ) ( 1,313 ) Present value of lease payments $ 367 $ 6,127 As of December 31, 2024, the Company has not entered into any material lease commitments that have yet to commence. 83 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (11) Retirement Plans and Post-Employment Benefits Retirement Plans On February 26, 1991, we formed our own retirement plan covering substantially all our U.S. employees. Under our plan, covered employees earned benefit payments based primarily on their service credits and wages subsequent to February 26, 1991. Prior to that date, substantially all our U.S. employees were participants in the U.S. retirement plan of Union Carbide Corporation (“Union Carbide”). While service credit was frozen, covered employees continued to earn benefits under the Union Carbide plan based on their final average wages through February 26, 1991, adjusted for salary increases (not to exceed six percent per annum) through January 26, 1995, the date Union Carbide ceased to own a minimum 50 % of the equity of GTI. The Union Carbide plan is responsible for paying retirement and death benefits earned as of February 26, 1991. Effective January 1, 2002, we established a defined contribution plan for U.S. employees. Certain employees had the option to remain in our defined benefit plan for an additional period of up to five years . Employees not covered by this option had their benefits under our defined benefit plan frozen as of December 31, 2001, and began participating in the defined contribution plan. Effective March 31, 2003, we curtailed our qualified benefit plan and the benefits were frozen as of that date for the U.S. employees who had the option to remain in our defined benefit plan. We also closed our non-qualified U.S. defined benefit plan for the participating salaried workforce. The employees began participating in the defined contribution plan as of April 1, 2003. Pension coverage for employees of foreign subsidiaries is provided, to the extent deemed appropriate, through separate plans. Obligations under such plans are systematically provided for by depositing funds with trustees, under insurance policies or by book reserves. The components of our consolidated net pension costs are set forth in the following table: Year Ended December 31, 2024 2023 2022 U.S. Foreign U.S. Foreign U.S. Foreign (Dollars in thousands) Service cost $ 960 $ 942 $ 1,483 $ 1,053 $ 1,390 $ 1,220 Interest cost 4,409 617 4,722 870 3,242 227 Expected return on assets ( 4,729 ) ( 1,358 ) ( 4,353 ) ( 1,145 ) ( 3,960 ) ( 640 ) Mark-to-market (gain) loss ( 1,370 ) 2,423 ( 2,513 ) 4,395 ( 181 ) ( 7,801 ) Net periodic benefit (credit) cost $ ( 730 ) $ 2,624 $ ( 661 ) $ 5,173 $ 491 $ ( 6,994 ) The mark-to-market loss in 2024 was primarily due to a decrease in the discount rate for our foreign plans, as well as unfavorable asset returns in both the foreign and U.S. plans, partially offset by increase in U.S. discount rates. The mark-to-market loss in 2023 was primarily due to unfavorable changes in the discount rate on our foreign and U.S. plans, partially offset by favorable asset returns in the U.S. The mark-to-market gain in 2022 was primarily the result of a favorable change in the discount rate, partially offset by a worse than expected return on plan assets. The reconciliation of the beginning and ending balances of our pension plans’ benefit obligations, fair value of assets, and funded status at December 31, 2024 and 2023 are shown below. 84 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 December 31, 2023 U.S. Foreign U.S. Foreign (Dollars in thousands) Changes in Benefit Obligation: Net benefit obligation at beginning of period $ 97,322 $ 37,481 $ 99,993 $ 31,065 Service cost 960 942 1,483 1,053 Interest cost 4,409 617 4,722 870 Participant contributions — 435 — 501 Plan settlements — ( 3,267 ) — ( 1,609 ) Foreign currency exchange changes — ( 2,748 ) — 2,983 Actuarial (gain) loss ( 3,550 ) 1,676 1,516 3,694 Benefits paid ( 9,686 ) ( 1,091 ) ( 10,392 ) ( 1,076 ) Net benefit obligation at end of period $ 89,455 $ 34,045 $ 97,322 $ 37,481 Changes in Plan Assets: Fair value of plan assets at beginning of period $ 78,396 $ 29,981 $ 80,006 $ 27,708 Actual return on plan assets 2,549 611 8,382 645 Foreign currency exchange rate changes — ( 2,172 ) — 2,609 Plan settlements — ( 3,267 ) — ( 1,609 ) Employer contributions 4,385 760 400 1,203 Participant contributions — 435 — 501 Benefits paid ( 9,377 ) ( 1,006 ) ( 10,392 ) ( 1,076 ) Fair value of plan assets at end of period $ 75,953 $ 25,342 $ 78,396 $ 29,981 Funded status (underfunded): $ ( 13,502 ) $ ( 8,703 ) $ ( 18,926 ) $ ( 7,500 ) Amounts recognized in the statement of financial position: Other accrued liabilities $ ( 286 ) $ — $ ( 324 ) $ ( 34 ) Other long-term obligations ( 13,216 ) ( 8,703 ) ( 18,602 ) ( 7,466 ) Net amount recognized $ ( 13,502 ) $ ( 8,703 ) $ ( 18,926 ) $ ( 7,500 ) The accumulated benefit obligation for all defined benefit pension plans was $ 121.8 million and $ 133.1 million as of December 31, 2024 and 2023, respectively. Plan Assets The accounting guidance on fair value measurements specifies a hierarchy based on the observability of inputs used in valuation techniques (Level 1, 2 and 3). See Note 8, “Fair Value Measurements and Derivative Instruments" for a discussion of the fair value hierarchy. The following describes the methods and significant assumptions used to estimate the fair value of the investments: Cash and cash equivalents – Valued at cost. Cash equivalents are valued at net asset value as provided by the administrator of the fund. Foreign government bonds – Valued by the trustees using various pricing services of financial institutions. Fixed insurance contracts – Valued at the present value of the guaranteed payment streams. Collective trusts – Valued at the net asset value provided by the administrator of the fund (the practical expedient). The net asset value is primarily based on quoted market prices of the underlying securities for which quoted market prices of the underlying securities of the funds. Some of the underlying investments include securities for which quoted market prices are not available and are valued using data obtained by the trustee from the best available source or market value. This method may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although we believe its valuation method is appropriate and consistent with other market participants, the use of 85 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS different methodologies or assumptions to determine fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The fair value of other plan assets by category is summarized below (dollars in thousands): December 31, 2024 Level 1 Level 2 Level 3 Total U.S. Plan Assets Cash and cash equivalents $ 696 $ — $ — $ 696 International Plan Assets Foreign government bonds — 700 — 700 Fixed insurance contracts — — 24,642 24,642 Total international plan assets $ — $ 700 $ 24,642 $ 25,342 U.S. Plan - Investments measured at net asset value $ 75,257 Total $ 696 $ 700 $ 24,642 $ 101,295 December 31, 2023 Level 1 Level 2 Level 3 Total U.S. Plan Assets Cash and cash equivalents $ 710 $ — $ — $ 710 International Plan Assets Foreign government bonds $ — $ 961 $ — $ 961 Fixed insurance contracts — — 29,020 29,020 Total international plan assets $ — $ 961 $ 29,020 $ 29,981 U.S. Plan - Investments measured at net asset value $ 77,686 Total $ 710 $ 961 $ 29,020 $ 108,377 The following table presents the changes for those financial instruments classified within Level 3 of the valuation hierarchy for international plan pension assets for the years ended December 31, 2024 and 2023 (dollars in thousands): Fixed Insurance Contracts Balance at December 31, 2022 $ 26,685 Gain / contributions / currency impact 2,489 Distributions ( 154 ) Balance at December 31, 2023 29,020 Gain / contributions / currency impact ( 4,241 ) Distributions ( 137 ) Balance at December 31, 2024 $ 24,642 86 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS We annually re-evaluate assumptions and estimates used in projecting pension assets, liabilities and expenses. These assumptions and estimates may affect the carrying value of pension assets, liabilities and expenses in our Consolidated Financial Statements. Assumptions used to determine net pension costs and projected benefit obligations are: Pension Benefit Obligations Key Assumptions December 31, 2024 2023 Weighted average assumptions to determine benefit obligations: Discount rate 4.29 % 3.93 % Rate of compensation increase 1.69 % 1.70 % Pension Cost Key Assumptions Weighted average assumptions to determine net cost: Discount rate 3.93 % 4.43 % Expected return on plan assets 5.88 % 5.30 % Rate of compensation increase 1.70 % 1.71 % We adjust our discount rate annually in relation to the rate at which the benefits could be effectively settled. Discount rates are set for each plan in reference to the yields available on AA-rated corporate bonds of appropriate currency and duration. The appropriate discount rate is derived by developing an AA-rated corporate bond yield curve in each currency. The discount rate for a given plan is the rate implied by the yield curve for the duration of that plan’s liabilities. In certain countries, where little public information is available on which to base discount rate assumptions, the discount rate is based on government bond yields or other indices and approximate adjustments to allow for the differences in weighted durations for the specific plans and/or allowance for assumed credit spreads between government and AA-rated corporate bonds. The expected return on assets assumption represents our best estimate of the long-term return on plan assets and generally was estimated by computing a weighted average return of the underlying long-term expected returns on the different asset classes, based on the target asset allocations. The expected return on assets assumption is a long-term assumption that is expected to remain the same from one year to the next unless there is a significant change in the target asset allocation, the fees and expenses paid by the plan or market conditions. The rate of compensation increase is based on the long-term inflation rate projection of the jurisdictions where we have active plans and on any incremental change due to merit or productivity. Plan Assets. The following table presents our retirement plan weighted average asset allocations at December 31, 2024, by asset category : Percentage of Plan Assets December 31, 2024 U.S. Foreign Equity securities and return seeking assets 20 % — % Fixed income, debt securities, or cash 80 % 100 % Total 100 % 100 % Investment Policy and Strategy. The investment policy and strategy of the U.S. plan is to invest approximately 20 % in equities and return seeking assets and approximately 80 % in fixed income securities. Rebalancing is undertaken monthly. To the extent we maintain plans in other countries, target asset allocation is 100 % fixed income investments. For each plan, the investment policy is set within both asset return and local statutory requirements. 87 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Information for our pension plans with an accumulated benefit obligation in excess of plan assets at December 31, 2024 and 2023 follows: 2024 2023 U.S. Foreign U.S. Foreign (Dollars in thousands) Accumulated benefit obligation $ 89,455 $ 32,311 $ 97,322 $ 35,772 Fair value of plan assets 75,953 25,342 78,396 29,981 Information for our pension plans with a projected benefit obligation in excess of plan assets at December 31, 2024 and 2023 follows: 2024 2023 U.S. Foreign U.S. Foreign (Dollars in thousands) Projected benefit obligation $ 89,455 $ 34,045 $ 97,322 $ 37,481 Fair value of plan assets 75,953 25,342 78,396 29,981 Following is our projected future pension plan cash flow by year: U.S. Foreign (Dollars in thousands) Expected contributions in 2025: Expected employer contributions $ 1,811 $ 542 Expected employee contributions — — Estimated future benefit payments reflecting expected future service for the years ending December 31: 2025 $ 8,986 $ 1,231 2026 8,906 1,827 2027 8,684 1,472 2028 8,476 2,048 2029 8,198 2,468 Next five years 36,215 9,376 Post-Employment Benefit Plans We have legacy post-employment medical coverage and life insurance benefits for eligible retired employees in the U.S. and in certain foreign jurisdictions. Effective December 31, 2005, all U.S. post-employment medical coverage plans were frozen. The post-employment benefit plans are un-funded and our periodic contributions correspond to the amount of benefits paid in the period. Our funding contributions were $ 1.4 million and $ 1.3 million in 2024 and 2023, respectively. The estimated liability for post-employment benefit plans was $ 12.5 million and $ 14.3 million as of December 31, 2024 and 2023, respectively. The Company recognized expense of $ 0.5 million and $ 2.0 million in 2024 and 2023, respectively, and income of $ 0.9 million in 2022 in the Consolidated Statement of Operations for post-employment benefits. Included in post-employment benefit expense are mark-to-market gains of $ 0.4 million in 2024, mark-to-market losses of $ 1.1 million in 2023 and mark-to-market gains of $ 1.6 million in 2022. Savings Plan Our employee savings plan provides eligible employees the opportunity for long-term savings and investment. The plan allows employees to contribute up to 5 % of pay as a basic contribution and an additional 45 % of pay as supplemental contribution. The Company's contributions to our savings plan were $ 1.6 million in 2024 and $ 3.0 million in both 2023 and 2022. 88 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (12) 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. Arbitrations We are involved in certain arbitrations as respondents/counterclaimants, pending before the International Chamber of Commerce with a few 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. 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. In June 2021, the Claimants filed their statement of claim, seeking approximately $ 61.0 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 December 16, 2022, the Claimants revised their calculation of alleged damages to approximately $ 178.9 million including interest, with damages covering the period from the first quarter of 2020 through the end of the third quarter of 2022 and interest covering the period from June 2020 through December 16, 2022. In March 2023, an International Chamber of Commerce hearing was held before the party-appointed sole arbitrator with the Claimants, the Company, and witnesses in attendance. On March 31, 2023, the Claimants further revised their calculation of alleged damages to approximately $ 171.7 million, including interest, for the period covering the first quarter of 2020 through 2022. In June of 2023, the Claimants again revised their calculation of alleged damages to approximately $ 188.2 million, including interest, for the period covering the first quarter of 2020 through the first quarter of 2023. On April 16, 2024, we were formally notified that on March 14, 2024 the sole arbitrator appointed by the International Chamber of Commerce issued the final award in the arbitration in which he entirely dismissed all of the Claimants’ claims against the two Company subsidiaries, and ordered Claimants to pay an aggregate of approximately $ 9.2 million to the Company in legal fees and other related expenses, and ordered the Company to pay approximately $ 60,000 to the Claimants in legal fees and expenses. The Claimants paid the Company approximately $ 9.2 million during the second quarter of 2024, which is recorded in selling and administrative expenses on the Condensed Consolidated Statements of Operations. 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 on September 12, 2022, we filed our response in opposition. We intend to vigorously defend our position. As of December 31, 2024, 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. 89 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Stockholder Class Action On January 25, 2024, a stockholder of the Company filed a class action complaint on behalf of a putative class consisting of purchasers of GrafTech common stock between February 8, 2019 and August 3, 2023 in the United States District Court for the Northern District of Ohio. The complaint, as amended, names the Company, certain past and present executive officers, and three entities associated with Brookfield Corporation and its affiliates (together, “Brookfield”) as defendants. The complaint alleges that certain public filings and statements made by the Company contained material misrepresentations or omissions relating to the circumstances before and after the prior temporary suspension of the Company’s graphite electrode manufacturing facility located in Monterrey, Mexico, in September 2022. The complaint seeks unspecified compensatory damages, costs and expenses, and unspecified equitable or injunctive relief. On May 15, 2024, the Court appointed the University of Puerto Rico Retirement System as the lead plaintiff. On October 7, 2024, the plaintiff filed an amended complaint. At this stage of the proceedings, it is too early to determine if the matter would reasonably be expected to have a material adverse effect on our financial condition. Product Warranties We generally sell products with a limited warranty. We accrue for known warranty claims if a loss is probable and can be reasonably estimated. We also accrue for estimated warranty claims incurred based on a historical claims charge analysis. Claims accrued but not yet paid and the related activity within the reserve for 2023 and 2024 are as follows: (Dollars in thousands) Balance as of December 31, 2022 $ 820 Product warranty charges/adjustments 25 Payments and settlements ( 768 ) Balance as of December 31, 2023 $ 77 Product warranty charges/adjustments 322 Payments and settlements ( 150 ) Balance as of December 31, 2024 $ 249 Tax Receivable Agreement On April 23, 2018, the Company entered into the 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. On April 10, 2023, the Tax Receivable Agreement was amended and restated to change the applicable interest rate from LIBOR plus 1.00 % per year to the one-month period SOFR plus 1.10 %. 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 December 31, 2024, total Tax Receivable Agreement liability was $ 5.8 million, of which $ 2.0 million was classified as a current liability in Tax Receivable Agreement on the Consolidated Balance Sheets and $ 3.8 million was classified as a long-term liability in Tax Receivable Agreement long-term on the Consolidated Balance Sheets. As of December 31, 2023, the total Tax Receivable Agreement liability was $ 11.1 million, of which $ 5.4 million was classified as a current liability and $ 5.7 million was classified as a long-term liability. Mexico Value-Added Tax (“VAT”) In July 2019, the Mexican Tax Authority (“MTA”) opened an audit of the VAT filings of GrafTech Comercial de Mexico S. de R.L. de C.V. (“GrafTech Commercial Mexico”) for the period of January 1 to April 30, 2019. In September 2021, the MTA issued a tax assessment, claiming improper use of a certain VAT exemption rule for purchases from a foreign affiliate. As of December 31, 2024, the tax assessment for the four month period under audit amounted to approximately $ 26.1 million, including penalties, inflation and interest. Interest will continue to accrue up to five years from the date the corresponding VAT returns were filed and inflation will continue to accrue with the passage of time. GrafTech Commercial 90 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Mexico filed an administrative appeal against the tax assessment with the MTA’s appeals office. In November 2022, the MTA’s appeals office concluded its review and confirmed the tax assessment. GrafTech Commercial Mexico believes that the purchases from a foreign affiliate are exempt from VAT back-up withholding and in December 2022, GrafTech Commercial Mexico filed a Claim for Nullity with the Chamber Specialized in exclusive resolution of substance of the Federal Court of Administrative Justice. On February 17, 2023, the MTA filed the response to the nullity petition. On May 31, 2023, the court held a hearing to determine the scope of the issues to be decided in the proceedings. At the court’s request, GrafTech Commercial Mexico submitted formal pleadings on August 1, 2023. On January 8, 2024, the court ruled in GrafTech Commercial Mexico’s favor and annulled the tax assessment. On January 31, 2024, the MTA filed an appeal for review. On March 15, 2024, GrafTech Commercial Mexico filed the Tax Adhesive Appeal for Review before the Collegiate Court in Administrative Matters who has authority to hear the MTA’s appeal. The MTA’s appeal and the Adhesive appeal are still pending to be resolved. In March 2022, the MTA opened another audit of the VAT filings of GrafTech Commercial Mexico for the period January 1 to December 31, 2018. In the proposed assessment received in January 2023, the MTA is alleging the same improper use of certain VAT exemption rules on purchases from a foreign affiliate and has provided notice of its intent to assess approximately $ 51.0 million, including penalties, inflation and interest. Interest would continue to accrue up to five years from the date the corresponding VAT returns were filed and inflation would continue to accrue with the passage of time. In Mexico, each tax assessment requires a separate claim. In the first quarter of 2023, GrafTech Commercial Mexico requested a conclusive agreement with the Mexican ombudsman (“PRODECON”) to reach a settlement with the MTA. The MTA responded to GrafTech Commercial Mexico’s request on May 30, 2023. On August 2, 2023, GrafTech Commercial Mexico filed a motion exhibiting additional information and reaffirming its position. On September 22, 2023, the MTA responded to GrafTech Commercial Mexico’s motion. On October 2, 2023, GrafTech Commercial Mexico filed a motion requesting a formal meeting with the MTA and PRODECON, which occurred on November 14, 2023. During the meeting, the parties agreed that GrafTech Commercial Mexico will provide additional documentation and information to be evaluated by the MTA, and, on November 29, 2023, GrafTech Commercial Mexico filed the information requested. On January 24, 2024, the MTA filed its response. On that same day, GrafTech Commercial Mexico submitted before PRODECON the favorable ruling it obtained on January 8, 2024 in connection with the 2019 proceeding for the MTA’s consideration. On February 1, 2024, the MTA confirmed its position, holding that GrafTech Commercial Mexico was required to withhold the VAT. On March 20, 2024, a meeting was held at PRODECON where the parties confirmed their final positions. No agreement between the parties was reached, the conclusive agreement procedure came to an end, and the tax audit process resumed. On July 10, 2024, the MTA concluded the tax audit and determined that there is no tax deficiency to be assessed for the period January 1, 2018 to December 31, 2018. As evidenced by the favorable court decision issued on January 8, 2024 with respect to the 2019 proceeding and the MTA’s conclusion of the tax audit for the 2018 proceeding, GrafTech Commercial Mexico’s application of the VAT exemption rules is appropriate and, accordingly, GrafTech Commercial Mexico does not believe that it is probable that it will incur a loss related to this matter for the 2019 proceeding under the MTA’s audit. The Company intends to vigorously defend its position in the 2019 proceeding. Brazil Income Tax Audit On October 23, 2024, GrafTech Brasil Participações Ltda. received an income tax assessment notice from the Brazilian Internal Revenue Service (“IRS”) totaling approximately $ 28.8 million including approximately $ 17.1 million of interest and penalties, resulting from an audit carried out between 2023 and 2024, related to the period from 2019 to 2020. In this assessment, two issues were raised by the tax auditor. The first item disallowed the investment tax incentive (75% reduction of income tax), under the allegation that the Company did not have a negative tax debt certificate. The second disallowed the use of the VAT benefit (called Desenvolve) to increase the investment tax incentive. The Company believes that the IRS assessment is incorrect and does not believe that it is probable that it will incur a loss related to these matters. The Company intends to vigorously defend its position regarding both items. 91 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (13) Income Taxes (Loss) income before income taxes was derived from the following sources: Year Ended December 31, 2024 2023 2022 (Dollars in thousands) U.S. $ ( 79,339 ) $ ( 111,821 ) $ 55,107 Foreign ( 73,929 ) ( 161,943 ) 397,211 (Loss) income before income taxes $ ( 153,268 ) $ ( 273,764 ) $ 452,318 Income tax (benefit) expense consisted of the following: Year Ended December 31, 2024 2023 2022 (Dollars in thousands) U.S. income taxes: Current $ 153 $ ( 129 ) $ 3,590 Deferred ( 17,930 ) ( 12,643 ) 13,302 ( 17,777 ) ( 12,772 ) 16,892 Foreign income taxes: Current 5,378 9,738 48,744 Deferred ( 9,704 ) ( 15,480 ) 3,720 ( 4,326 ) ( 5,742 ) 52,464 Income tax (benefit) expense $ ( 22,103 ) $ ( 18,514 ) $ 69,356 A reconciliation of income taxes at the U.S. statutory rate to income tax (benefit) expense follows: Year Ended December 31, 2024 2023 2022 (Dollars in thousands) Tax at statutory U.S. federal rate $ ( 32,190 ) $ ( 57,490 ) $ 94,987 Impact of U.S. Tax Cuts and Jobs Act of 2017 - GILTI 195 1,041 38,153 Impact of Tax Receivable Agreement ( 26 ) 91 ( 39 ) Valuation allowance 10,396 ( 282 ) ( 1,259 ) State taxes, net of federal tax benefit ( 10,054 ) 818 2,182 U.S. tax impact of foreign earnings (net of foreign tax credits) 587 311 348 Establishment/resolution of uncertain tax positions — ( 36 ) ( 40 ) Adjustment for foreign income taxed at different rates 11,476 16,666 ( 25,656 ) Foreign tax credits — ( 2,534 ) ( 34,264 ) Change-in-Control-related compensation — — ( 1,432 ) Impact of non-deductible goodwill impairment — 24,570 — Other ( 2,487 ) ( 1,669 ) ( 3,624 ) Income tax (benefit) expense $ ( 22,103 ) $ ( 18,514 ) $ 69,356 92 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The tax effects of temporary differences that give rise to significant components of the deferred tax assets and deferred tax liabilities at December 31, 2024 and 2023 are set forth in the following table: December 31, 2024 2023 (Dollars in thousands) Deferred tax assets: Post-employment and other employee benefits $ 15,240 $ 18,088 Foreign tax credit and other carryforwards 81,682 40,172 Capitalized research and experimental costs 212 212 Environmental reserves — 1,058 Inventory adjustments 4,936 7,710 Long-term contract option amortization 845 881 Other 4,406 1,198 Total gross deferred tax assets 107,321 69,319 Less: valuation allowance ( 19,308 ) ( 8,956 ) Total deferred tax assets 88,013 60,363 Deferred tax liabilities: Fixed assets $ 50,247 $ 51,474 Goodwill and acquired intangibles 6,676 6,418 Mark-to-market hedges — 1,403 Other 1,922 2,732 Total deferred tax liabilities 58,845 62,027 Net deferred tax asset (liability) $ 29,168 $ ( 1,664 ) At each reporting period, the Company assesses the need for valuation allowances against deferred tax assets and whether it is more likely than not that deferred tax benefits will be realized in each jurisdiction. Consideration is given to all available evidence, both positive and negative, in assessing the need for a valuation allowance. Examples of positive evidence include a strong earnings history, an event or events that would increase the Company's taxable income or reduce expenses, or tax planning strategies that would create the ability to realize deferred tax assets. Examples of negative evidence include cumulative losses in recent years or a history of tax attributes expiring unused. In circumstances where the negative evidence outweighs the positive evidence, the Company has established or maintained valuation allowances on the jurisdiction’s net deferred tax assets. However, the recognition of the valuation allowance does not limit the Company's ability to utilize these tax assets on a tax return in the future should taxable income be realized in sufficient amount to realize the assets. As of December 31, 2024, we had a valuation allowance of $ 19.3 million against certain deferred tax assets. Our losses in certain tax jurisdictions in recent periods represented sufficient negative evidence to require a full valuation allowance. However, our U.S. losses in recent periods and the potential for U.S. losses in 2025 may lead to a cumulative U.S. loss and may represent sufficient negative evidence to require a full valuation allowance on U.S. DTAs, which would materially increase our expenses in the period the allowance is recognized and materially adversely affect our financial condition and results of operations. If cumulative losses are incurred, we will evaluate additional evidence such as our projections for growth and market recovery to determine if a valuation allowance is required. We also have a partial valuation allowance related to certain U.S. state net operating and capital losses where realizability is unlikely due to discontinued operations or the ability of our U.S. subsidiaries to generate capital gains. Until we determine that we will generate sufficient jurisdictional taxable income to realize our net operating losses and deferred tax assets, we continue to maintain a valuation allowance. 93 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Valuation allowance activity for the years ended December 31, 2024, 2023 and 2022 is as follows: (Dollars in thousands) Balance as of December 31, 2021 $ 10,550 Credited to income ( 1,259 ) Translation adjustment ( 22 ) Balance as of December 31, 2022 $ 9,269 Credited to income ( 268 ) Translation adjustment ( 45 ) Balance as of December 31, 2023 $ 8,956 Charged to income 10,396 Translation adjustment ( 44 ) Balance as of December 31, 2024 $ 19,308 The increase in the valuation allowance in 2024 was primarily attributable to generating additional state net operating and capital losses during the year that we may not be able to utilize. The reduction in the valuation allowance in 2023 resulted primarily from changes in expected future utilization, state law changes and expiration of U.S. state NOL carryforwards during the year. As of December 31, 2024, the Company had a total foreign tax credit carryforward of $ 4.5 million. These tax credit carryforwards begin to expire in 2027. In addition, the Company had state net operating and capital loss carryforwards of $ 335.2 million (net of federal benefit), which can be carried forward from five to 20 years. These state carryforwards resulted in a deferred tax asset of $ 21.6 million as of December 31, 2024. The Company also has U.S. state tax credits of $ 0.2 million as of December 31, 2024. The Company's U.S. interest limitations and foreign loss carryforwards on a gross basis were $ 126.9 million and $ 127.6 million, respectively, as of December 31, 2024. These carryforwards do not expire. As of December 31, 2024 and 2023, the Company had no unrecognized tax benefits. No material amounts of accrued interest or penalties have been recorded as of December 31, 2024 or 2023. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: (Dollars in thousands) Balance as of December 31, 2022 $ 36 Lapse of statute of limitations ( 36 ) Foreign currency impact — Balance as of December 31, 2023 $ — Lapse of statute of limitations — Foreign currency impact — Balance as of December 31, 2024 $ — We do not expect there will be new unrecognized tax benefits within 12 months. The Company files income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. All U.S. federal tax years prior to 2021 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 2019. As of December 31, 2024, the Company has accumulated undistributed earnings generated by its foreign subsidiaries of approximately $ 1.0 billion. Because $ 1.0 billion of such earnings have previously been subject to taxation by way of the transition tax on foreign earnings required by the Tax Cuts and Jobs Act of 2017, as well as the current and previous years’ GILTI inclusion, any additional taxes due with respect to such earnings or the excess of the amount for financial reporting over the tax basis of GrafTech's foreign investments would generally be limited to foreign withholding and state taxes. The Company intends, however, to indefinitely reinvest these earnings and expect future U.S. cash generation to be sufficient to meet future U.S. cash needs. 94 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (14) Stockholders' (Deficit) Equity The following information should be read in conjunction with the Consolidated Statement of Stockholders' (Deficit) Equity. Common Stock Repurchases 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. The stock repurchase program does not have an expiration date. The Company did not repurchase any of its common stock in 2024 or 2023. The Company repurchased 6,662,421 shares of its common stock for $ 60.0 million in 2022 under the stock repurchase program. 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. As of December 31, 2024 , approximately $ 99.0 million remained available for stock repurchases under this authorization. Dividends The Company paid quarterly dividends of $ 0.01 per share throughout 2022 and in the first and second quarters of 2023. On August 2, 2023, the Company’s Board of Directors elected to suspend the quarterly cash dividend of $ 0.01 per common share. Accumulated other comprehensive loss The balance in our AOCL is set forth in the following table: December 31, 2024 December 31, 2023 (Dollars in thousands) Foreign currency translation adjustments, net of tax $ ( 43,573 ) $ ( 19,188 ) Commodities, interest rate and foreign currency derivatives, net of tax 214 7,730 Total AOCL $ ( 43,359 ) $ ( 11,458 ) (15) (Loss) Earnings per Share The following table presents a reconciliation of the numerator and denominator of basic and diluted (loss) earnings per share: Year Ended December 31, 2024 2023 2022 (Dollars in thousands, except per share amounts) Numerator for basic and diluted (loss) earnings per share: Net (loss) income $ ( 131,165 ) $ ( 255,250 ) $ 382,962 Denominator: Weighted average common shares outstanding for basic calculation 257,667,125 257,042,843 258,781,843 Add: Effect of equity awards — — 9,385 Weighted average common shares outstanding for diluted calculation 257,667,125 257,042,843 258,791,228 Basic (loss) earnings per share $ ( 0.51 ) $ ( 0.99 ) $ 1.48 Diluted (loss) earnings per share $ ( 0.51 ) $ ( 0.99 ) $ 1.48 Basic (loss) earnings per share is calculated by dividing net (loss) income by the weighted average number of common shares outstanding, which included 545,151 , 290,449 and 243,006 shares of participating securities in 2024, 2023 and 2022, respectively. Diluted (loss) earnings per share is calculated by dividing net (loss) income by the sum of the weighted average 95 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 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 (loss) earnings per share calculation for the years ended December 31, 2024 and 2023 excludes the dilutive effect of approximately 48,334 and 41,198 shares, respectively, primarily related to restricted stock units, as their inclusion would have been anti-dilutive due to the Company's net loss. Additionally, the weighted average common shares outstanding for the diluted (loss) earnings per share calculation excludes 5,056,264 , 3,033,561 and 2,240,655 equivalent shares in 2024, 2023 and 2022, respectively, as their effect would have been anti-dilutive. See Note 14, "Stockholders' (Deficit) Equity" for details of the Company's common stock repurchases in 2024, 2023 and 2022. (16) Other (Income) Expense, net The following table presents the details of other expense (income), net: Year Ended December 31, 2024 2023 2022 (Dollars in thousands) Non-service pension and other post-employment expense (income) $ 344 $ 3,771 $ ( 9,950 ) Bank charges 783 757 938 Non-cash (gains) losses on foreign currency remeasurement ( 1,949 ) 710 28 Other ( 747 ) ( 559 ) ( 1,163 ) Total other (income) expense, net $ ( 1,569 ) $ 4,679 $ ( 10,147 ) Non-service pension and other post-employment expense (income) includes the components of pension and post-employment costs other than service cost. Non-service pension and other post-employment expense (income) included mark-to-market losses of $ 0.7 million and $ 3.0 million in 2024 and 2023, respectively, compared to mark-to-market gains of $ 9.6 million in 2022. See Note 11, "Retirement Plans and Post-Employment Benefits" for further discussion. 96 GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (17) Rationalization Expenses In the first quarter of 2024, we announced a set of initiatives designed to reduce our cost structure and optimize our manufacturing footprint. As part of these initiatives, we indefinitely suspended production activities at our St. Marys, Pennsylvania facility, with the exception of graphite electrode and pin machining. In addition, we indefinitely idled certain assets within our remaining graphite electrode manufacturing footprint. As a result, our graphite electrode production capacity has been reduced to approximately 178 thousand metric tons (“MT”) in 2024. In parallel, we adopted measures for additional overhead reductions to reduce our selling and administrative expenses. Collectively, these initiatives resulted in a reduction of our global headcount by approximately 130 employees, or 10 % of our workforce. Rationalization charges of $ 3.2 million related to severance and contract terminations will be paid in cash and we expect the substantial majority to be paid by the end of the second quarter of 2025. Rationalization-related charges of $ 2.7 million represent the non-cash write-off of inventory and fixed assets. Substantially all charges relative to this plan were recorded during the first quarter of 2024 and wind-down activities were completed by the end of the second quarter of 2024. The following table summarizes costs incurred related to these initiatives: Year Ended December 31, 2024 2023 (Dollars in thousands) Recorded in Cost of Goods Sold Inventory write-offs $ 2,202 $ — Fixed asset write-offs 453 — Total rationalization-related expenses $ 2,655 $ — Recorded in Rationalization Expenses Severance and related costs $ 2,814 $ — Contract terminations 342 — Total rationalization expenses $ 3,156 $ — The following table presents a roll-forward of the liability incurred for employee termination benefits and contract termination costs incurred in connection with the rationalization initiatives described above. Balance Sheet Line Item Other Accrued Liabilities Other Long-Term Obligations (Dollars in thousands) Balance as of December 31, 2023 $ — $ — Charges incurred 2,479 677 Payments and settlements ( 2,161 ) ( 15 ) Adjustments 367 ( 370 ) Balance as of December 31, 2024 $ 685 $ 292 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.