SecProbe.io

May 31, 2013

Via E -mail
Lindon G. Robertson
Vice President and Chief Financial Officer
GrafTech International Ltd.
12900 Snow Road
Parma, OH 44130

 Re: GrafTech In ternational Ltd.
Form 10-K for the Fiscal Year Ended December 31, 2012
  Filed February 26 , 2013
File No. 001-13888

Dear Mr. R obertson :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by providing the requested
information or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts an d circumstances please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2012

Item 7. Management ’s Discussion an d Analysis

Outlook, page 44

1. We see that you have quantified and discussed projections for your fiscal year ended
December 31, 2013 within this section. We note that you have provided projections for
the non -GAAP measure earnings before interest, taxes, d epreciation and amortization and
other (income) expense. Please d escribe how you have concluded that the disclosure
requirements of Item 10(e)(1)(i ) of Regulation S -K do not apply to this projection and
non-GAAP measure. In this regard, please specifically address why you did not reconcile
this measure to its most directly comparable GAAP measure, did not disclose the reasons
why management believes the non -GAAP measure provides useful information to

Lindon G. Robertson
GrafTech International Ltd.
May 31, 2013
Page 2

 investors and did not describe any additional purposes for which the non -GAAP
measures are used.

Critical Accounting Policies - Business Combinations and Goodwill, page 59

2. We see that you performed you r annual impairment test of goodwill as of December 31,
2012 based on discounted cash flow models derived from internal earnings forecasts and
assumptions and noted no impairment existed. In light of the fact that your book value
substantially exceeded you r market capitalization as of December 31, 2012, please
provide us with the following:

 Quantify the a mount of goodwill allocated to the reporting unit s and the p ercentage
by which fair value exceeded carrying value as of the date of the most recent test ;
 Describe  the methods and key assumptions used and how the key assumptions were
determined;
 Discuss  the degree of uncertainty associated with the key assumptions. The
discussion regarding uncertainty should provide specifics to the extent possible (e.g.,
the valuation model assumes recovery from a business downturn within a defined
period of time); and
 Descri be the  potential events and/or changes in circumstances that could reasonably
be expected to negatively affect the key assumptions.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Lindon G. Robertson
GrafTech International Ltd.
May 31, 2013
Page 3

 You may contact Kevin Kuhar, Accountant, at (202) 551 -3662 or me at (202) 551 -3676 if
you have questions regarding comments on the financial statements and related matters.    In this
regard, do not hesitate to contact Martin James, Senior Assistant Chief Accountant, at (202) 551 -
3671 with any other questions.

        Sincerely,

        /s/ Brian Cascio

        Brian Cascio
        Accounting Branch Chief