##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2010
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 1-584
 FERRO CORPORATION
  Ohio
(State of Corporation)
    
    34-0217820
(IRS Employer Identification No.)1000 Lakeside Avenue 
Cleveland, OH
(Address of Principal executive offices)
    
    44114
(Zip Code)
 216-641-8580
 þ o
 YES o NO o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 YES o NO þ




---



##### 



TABLE OF CONTENTS
 PART IItem 1 Financial Statements (Unaudited)
    
    Page 3Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    Page 20Item 3 Quantitative and Qualitative Disclosures about Market Risk
    
    Page 31Item 4 Controls and Procedures
    
    Page 32PART IIItem 1 Legal Proceedings
    
    Page 33Item 1A Risk Factors
    
    Page 33Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
    
    Page 33Item 3 Defaults Upon Senior Securities
    
    Page 33Item 4 (Removed and Reserved)
    
    Page 33Item 5 Other Information
    
    Page 33Item 6 Exhibits
    
    Page 33Exhibit 10.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




---



##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements (Unaudited)
 Ferro Corporation and Consolidated Subsidiaries

Condensed Consolidated Statements of Operations
 Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009(Dollars in thousands,except per share amounts)Net sales
    
    $
    543,485
    
    
    $
    399,277
    
    
    $
    1,036,350
    
    
    $
    757,086Cost of sales
    
    
    421,155
    
    
    
    334,048
    
    
    
    807,086
    
    
    
    636,611Gross profit
    
    
    122,330
    
    
    
    65,229
    
    
    
    229,264
    
    
    
    120,475Selling, general and administrative expenses
    
    
    69,852
    
    
    
    62,480
    
    
    
    140,800
    
    
    
    130,608Impairment charges
    
    
    
    
    
    
    
    
    
    
    2,202
    
    
    
    Restructuring charges
    
    
    21,205
    
    
    
    (309
    )
    
    
    32,335
    
    
    
    1,089Other expense (income):Interest expense
    
    
    13,766
    
    
    
    17,190
    
    
    
    26,677
    
    
    
    28,364Interest earned
    
    
    (133
    )
    
    
    (205
    )
    
    
    (464
    )
    
    
    (473
    )Foreign currency (gains) losses, net
    
    
    (302
    )
    
    
    1,100
    
    
    
    3,246
    
    
    
    2,929Miscellaneous (income) expense, net
    
    
    (3,571
    )
    
    
    321
    
    
    
    (4,822
    )
    
    
    854Income (loss) before income taxes
    
    
    21,513
    
    
    
    (15,348
    )
    
    
    29,290
    
    
    
    (42,896
    )Income tax expense (benefit)
    
    
    13,919
    
    
    
    (4,276
    )
    
    
    22,508
    
    
    
    (12,095
    )Income (loss) from continuing operations
    
    
    7,594
    
    
    
    (11,072
    )
    
    
    6,782
    
    
    
    (30,801
    )Loss on disposal of discontinued operations, net of income taxes
    
    
    
    
    
    
    (116
    )
    
    
    
    
    
    
    (358
    )Net income (loss)
    
    
    7,594
    
    
    
    (11,188
    )
    
    
    6,782
    
    
    
    (31,159
    )Less: Net income (loss) attributable to noncontrolling interests
    
    
    494
    
    
    
    620
    
    
    
    (250
    )
    
    
    984Net income (loss) attributable to Ferro Corporation
    
    
    7,100
    
    
    
    (11,808
    )
    
    
    7,032
    
    
    
    (32,143
    )Dividends on preferred stock
    
    
    (165
    )
    
    
    (199
    )
    
    
    (330
    )
    
    
    (370
    )Net income (loss) attributable to Ferro Corporation common
shareholders
    
    $
    6,935
    
    
    $
    (12,007
    )
    
    $
    6,702
    
    
    $
    (32,513
    )Amounts attributable to Ferro Corporation:Income (loss) from continuing operations, net of tax
    
    $
    7,100
    
    
    $
    (11,692
    )
    
    $
    7,032
    
    
    $
    (31,785
    )Loss from discontinued operations, net of tax
    
    
    
    
    
    
    (116
    )
    
    
    
    
    
    
    (358
    )$
    7,100
    
    
    $
    (11,808
    )
    
    $
    7,032
    
    
    $
    (32,143
    )Per common share dataBasic and diluted income (loss) attributable to Ferro Corporation
common shareholders:From continuing operations
    
    $
    0.08
    
    
    $
    (0.27
    )
    
    $
    0.08
    
    
    $
    (0.72
    )From discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.01
    )$
    0.08
    
    
    $
    (0.27
    )
    
    $
    0.08
    
    
    $
    (0.73
    )Cash dividends declared
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    0.01
   3




---



##### Table of Contents



Ferro Corporation and Consolidated Subsidiaries

Condensed Consolidated Balance Sheets
 June 30,
    
    
    December 31,2010
    
    
    2009(Dollars in thousands)ASSETSCurrent assetsCash and cash equivalents
    
    $
    29,732
    
    
    $
    18,507Accounts and trade notes receivable, net
    
    
    320,711
    
    
    
    285,638Inventories
    
    
    197,788
    
    
    
    180,700Deposits for precious metals
    
    
    55,808
    
    
    
    112,434Deferred income taxes
    
    
    19,277
    
    
    
    19,618Other receivables
    
    
    39,460
    
    
    
    27,795Other current assets
    
    
    6,416
    
    
    
    7,180Total current assets
    
    
    669,192
    
    
    
    651,872Other assetsProperty, plant and equipment, net
    
    
    384,940
    
    
    
    432,405Goodwill
    
    
    216,326
    
    
    
    221,044Amortizable intangible assets, net
    
    
    12,443
    
    
    
    10,610Deferred income taxes
    
    
    132,249
    
    
    
    133,705Other non-current assets
    
    
    66,277
    
    
    
    76,719Total assets
    
    $
    1,481,427
    
    
    $
    1,526,355LIABILITIES AND EQUITYCurrent liabilitiesLoans payable and current portion of long-term debt
    
    $
    5,066
    
    
    $
    24,737Accounts payable
    
    
    206,172
    
    
    
    196,038Income taxes
    
    
    21,937
    
    
    
    7,241Accrued payrolls
    
    
    30,581
    
    
    
    20,894Accrued expenses and other current liabilities
    
    
    92,940
    
    
    
    72,039Total current liabilities
    
    
    356,696
    
    
    
    320,949Other liabilitiesLong-term debt, less current portion
    
    
    347,707
    
    
    
    398,720Postretirement and pension liabilities
    
    
    198,606
    
    
    
    203,743Deferred income taxes
    
    
    1,286
    
    
    
    1,124Other non-current liabilities
    
    
    26,342
    
    
    
    31,897Total liabilities
    
    
    930,637
    
    
    
    956,433Series A convertible preferred stock (approximates redemption value)
    
    
    9,427
    
    
    
    9,427EquityFerro Corporation shareholders equity:Common stock
    
    
    93,436
    
    
    
    93,436Paid-in capital
    
    
    330,388
    
    
    
    331,376Retained earnings
    
    
    363,830
    
    
    
    357,128Accumulated other comprehensive loss
    
    
    (87,085
    )
    
    
    (60,147
    )Common shares in treasury, at cost
    
    
    (168,729
    )
    
    
    (171,567
    )Total Ferro Corporation shareholders equity
    
    
    531,840
    
    
    
    550,226Noncontrolling interests
    
    
    9,523
    
    
    
    10,269Total equity
    
    
    541,363
    
    
    
    560,495Total liabilities and equity
    
    $
    1,481,427
    
    
    $
    1,526,355
   4




---



##### Table of Contents



Ferro Corporation and Consolidated Subsidiaries
Condensed Consolidated Statements of Equity and Comprehensive Income (Loss)
 Ferro Corporation ShareholdersAccumulatedOtherCommon Shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Comprehensive
    
    
    Non-in Treasury
    
    
    Common
    
    
    Paid-in
    
    
    Retained
    
    
    Income
    
    
    controlling
    
    
    TotalShares
    
    
    Amount
    
    
    Stock
    
    
    Capital
    
    
    Earnings
    
    
    (Loss)
    
    
    Interests
    
    
    Equity(In thousands)Balances at December 31, 2008
    
    
    8,432
    
    
    $
    (197,524
    )
    
    $
    52,323
    
    
    $
    178,420
    
    
    $
    401,186
    
    
    $
    (98,436
    )
    
    $
    9,755
    
    
    $
    345,724Net (loss) income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (32,143
    )
    
    
    
    
    
    
    984
    
    
    
    (31,159
    )Other comprehensive income (loss), net of tax:Foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,977
    
    
    
    (4
    )
    
    
    4,973Postretirement benefit liabilities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    661
    
    
    
    
    
    
    
    661Raw material commodity swaps
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    559
    
    
    
    
    
    
    
    559Interest rate swaps
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,125
    
    
    
    
    
    
    
    2,125Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (22,841
    )Cash dividends:Common
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (437
    )
    
    
    
    
    
    
    
    
    
    
    (437
    )Preferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (199
    )
    
    
    
    
    
    
    
    
    
    
    (199
    )Income tax benefit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1Stock-based compensation transactions
    
    
    (1,059
    )
    
    
    25,586
    
    
    
    
    
    
    
    (22,295
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,291Distributions to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,275
    )
    
    
    (1,275
    )Balances at June 30, 2009
    
    
    7,373
    
    
    $
    (171,938
    )
    
    $
    52,323
    
    
    $
    156,126
    
    
    $
    368,407
    
    
    $
    (90,114
    )
    
    $
    9,460
    
    
    $
    324,264Balances at December 31, 2009
    
    
    7,375
    
    
    $
    (171,567
    )
    
    $
    93,436
    
    
    $
    331,376
    
    
    $
    357,128
    
    
    $
    (60,147
    )
    
    $
    10,269
    
    
    $
    560,495Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,032
    
    
    
    
    
    
    
    (250
    )
    
    
    6,782Other comprehensive income (loss), net of tax:Foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25,726
    )
    
    
    31
    
    
    
    (25,695
    )Postretirement benefit liabilities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,035
    )
    
    
    
    
    
    
    (3,035
    )Raw material commodity swaps
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (107
    )
    
    
    
    
    
    
    (107
    )Interest rate swaps
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,930
    
    
    
    
    
    
    
    1,930Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,125
    )Cash dividends:Preferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (330
    )
    
    
    
    
    
    
    
    
    
    
    (330
    )Stock-based compensation transactions
    
    
    (70
    )
    
    
    2,838
    
    
    
    
    
    
    
    (988
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,850Distributions to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (527
    )
    
    
    (527
    )Balances at June 30, 2010
    
    
    7,305
    
    
    $
    (168,729
    )
    
    $
    93,436
    
    
    $
    330,388
    
    
    $
    363,830
    
    
    $
    (87,085
    )
    
    $
    9,523
    
    
    $
    541,363
   5




---



##### Table of Contents



Ferro Corporation and Consolidated Subsidiaries
Condensed Consolidated Statements of Cash Flows
 Six months endedJune 30,2010
    
    
    2009(Dollars in thousands)Cash flows from operating activitiesNet cash provided by (used for) operating activities
    
    $
    91,772
    
    
    $
    (40,486
    )Cash flows from investing activitiesCapital expenditures for property, plant and equipment
    
    
    (16,298
    )
    
    
    (22,969
    )Proceeds from business combination
    
    
    5,887
    
    
    
    Proceeds from sale of assets
    
    
    317
    
    
    
    72Net cash used for investing activities
    
    
    (10,094
    )
    
    
    (22,897
    )Cash flows from financing activitiesNet (repayments) borrowings under loans payable
    
    
    (18,787
    )
    
    
    28,945Proceeds from revolving credit facility
    
    
    205,140
    
    
    
    434,624Principal payments on revolving credit facility
    
    
    (206,840
    )
    
    
    (384,727
    )Principal payments on term loan facility
    
    
    (50,000
    )
    
    
    (1,525
    )Debt issue costs
    
    
    
    
    
    
    (9,367
    )Cash dividends paid
    
    
    (330
    )
    
    
    (636
    )Other financing activities
    
    
    974
    
    
    
    2,135Net cash (used for) provided by financing activities
    
    
    (69,843
    )
    
    
    69,449Effect of exchange rate changes on cash and cash equivalents
    
    
    (610
    )
    
    
    1,235Increase in cash and cash equivalents
    
    
    11,225
    
    
    
    7,301Cash and cash equivalents at beginning of period
    
    
    18,507
    
    
    
    10,191Cash and cash equivalents at end of period
    
    $
    29,732
    
    
    $
    17,492Cash paid during the period for:Interest
    
    $
    20,766
    
    
    $
    25,792Income taxes
    
    $
    9,830
    
    
    $
    5,635
   6




---



##### Table of Contents



Ferro Corporation and Consolidated Subsidiaries
Notes to Condensed Consolidated Financial Statements
 1. Basis of Presentation
  2. Accounting Standards Adopted in the Six Months Ended June 30, 2010
 Accounting for Transfers of Financial Assets FASB Accounting Standards Codification TM
 Improvements to Financial Reporting by Enterprises
Involved with Variable Interest Entities
 Improving Disclosures
About Fair Value Measurements
 3. Newly Issued Accounting Pronouncements
 Multiple Deliverable Revenue Arrangements Revenue RecognitionMilestone Method
  7




---



##### Table of Contents



4. Inventories
  June 30,
    
    
    December 31,2010
    
    
    2009(Dollars in thousands)Raw materials
    
    $
    64,810
    
    
    $
    54,481Work in process
    
    
    40,240
    
    
    
    37,449Finished goods
    
    
    92,738
    
    
    
    88,770Total
    
    $
    197,788
    
    
    $
    180,700
  5. Property, Plant and Equipment
    6. Financing and Long-term Debt
  June 30,
    
    
    December 31,2010
    
    
    2009(Dollars in thousands)Loans payable to banks
    
    $
    4,230
    
    
    $
    5,891Accounts receivable asset securitization program
    
    
    
    
    
    
    17,762Current portion of long-term debt
    
    
    836
    
    
    
    1,084Total
    
    $
    5,066
    
    
    $
    24,737
  8




---



##### Table of Contents



June 30,
    
    
    December 31,2010
    
    
    2009(Dollars in thousands)$172.5 million 6.50% Convertible Senior Notes, net of unamortized discounts
    
    $
    158,745
    
    
    $
    156,896Revolving credit facility
    
    
    
    
    
    
    1,700Term loan facility
    
    
    181,385
    
    
    
    231,385Capitalized lease obligations
    
    
    5,374
    
    
    
    5,669Other notes
    
    
    3,039
    
    
    
    4,154348,543
    
    
    
    399,804Less current portion
    
    
    (836
    )
    
    
    (1,084
    )Total
    
    $
    347,707
    
    
    $
    398,720
   7. Financial Instruments
  
    
    Cash and cash equivalents;
 
    
    Notes receivable;
 
    
    Deposits;
 
    
    Miscellaneous receivables; and
 
    
    Short-term loans payable to banks.
 Long-term Debt
  June 30, 2010
    
    
    December 31, 2009Carrying
    
    
    Fair
    
    
    Carrying
    
    
    FairAmount
    
    
    Value
    
    
    Amount
    
    
    Value(Dollars in thousands)$172.5 million 6.50% Convertible Senior Notes
    
    $
    158,745
    
    
    $
    164,608
    
    
    $
    156,896
    
    
    $
    157,191Revolving credit facility
    
    
    
    
    
    
    
    
    
    
    1,700
    
    
    
    1,747Term loan facility
    
    
    181,385
    
    
    
    185,910
    
    
    
    231,385
    
    
    
    237,047Other notes
    
    
    3,039
    
    
    
    2,256
    
    
    
    4,154
    
    
    
    3,084
   9




---



##### Table of Contents



Derivative Instruments
  Interest rate swaps.
 Foreign currency forward contracts.
  June 30,
    
    
    December 31,2010
    
    
    2009
    
    
    Balance Sheet Location(Dollars in thousands)Derivatives designated as
hedging instruments:Liability derivatives:Interest rate swaps
    
    $
    (6,527
    )
    
    $
    (9,516
    )
    
    Other non-current liabilitiesDerivatives not designated as
hedging instruments:Asset derivatives:Foreign currency forward contracts
    
    $
    4,650
    
    
    $
    899
    
    
    Other receivablesLiability derivatives:Foreign currency forward contracts
    
    $
    (571
    )
    
    $
    (176
    )
    
    Other receivables
  10




---



##### Table of Contents



Level 1: Quoted market prices in active markets for identical assets or liabilities.
 Level 2: Observable market-based inputs or unobservable inputs that are corroborated by
market data.
 Level 3: Unobservable inputs that are not corroborated by market data.
  June 30, 2010
    
    
    December 31,Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    Total
    
    
    2009(Dollars in thousands)AssetsForeign currency forward contracts
    
    $
    
    
    
    
    4,079
    
    
    $
    
    
    
    $
    4,079
    
    
    $
    723LiabilitiesInterest rate swaps
    
    $
    
    
    
    $
    (6,527
    )
    
    $
    
    
    
    $
    (6,527
    )
    
    $
    (9,516
    )
  Amount of LossAmount of (Loss) Gain
    
    
    Reclassified from AOCI
    
    
    Location of Gain (Loss)Recognized in OCI
    
    
    into Income
    
    
    Reclassified from2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    AOCI into Income(Dollars in thousands)Derivatives in Cash Flow
Hedging Relationships:Interest rate swaps
    
    $
    (996
    )
    
    $
    119
    
    
    $
    (3,985
    )
    
    $
    (3,180
    )
    
    Interest expense
 Amount of Gain (Loss)Recognized in Income2010
    
    
    2009
    
    
    Location of Gain (Loss) in Income(Dollars in thousands)Derivatives Not Designated as
Hedging Instruments:Foreign currency forward contracts
    
    $
    14,684
    
    
    $
    (4,089
    )
    
    
    Foreign currency losses, net
 8. Income Taxes
   11




---



##### Table of Contents



9. Contingent Liabilities
   10. Retirement Benefits
  U.S. Pension Plans
    
    
    Non-U.S. Pension Plans
    
    
    Other Benefit Plans2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009(Dollars in thousands)Components of net periodic cost:Service cost
    
    $
    7
    
    
    $
    8
    
    
    $
    834
    
    
    $
    1,045
    
    
    $
    
    
    
    $
    3Interest cost
    
    
    5,156
    
    
    
    5,236
    
    
    
    2,517
    
    
    
    2,612
    
    
    
    607
    
    
    
    720Expected return on plan assets
    
    
    (4,491
    )
    
    
    (3,864
    )
    
    
    (1,759
    )
    
    
    (1,751
    )
    
    
    
    
    
    
    Amortization of prior service cost
    
    
    24
    
    
    
    25
    
    
    
    (121
    )
    
    
    (101
    )
    
    
    (399
    )
    
    
    (437
    )Net amortization and deferral
    
    
    3,456
    
    
    
    3,845
    
    
    
    193
    
    
    
    260
    
    
    
    (43
    )
    
    
    Curtailment and settlement effects
    
    
    
    
    
    
    
    
    
    
    (3,839
    )
    
    
    
    
    
    
    
    
    
    
    Net periodic benefit cost
    
    $
    4,152
    
    
    $
    5,250
    
    
    $
    (2,175
    )
    
    $
    2,065
    
    
    $
    165
    
    
    $
    286
  U.S. Pension Plans
    
    
    Non-U.S. Pension Plans
    
    
    Other Benefit Plans2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009(Dollars in thousands)Components of net periodic cost:Service cost
    
    $
    14
    
    
    $
    15
    
    
    $
    1,716
    
    
    $
    2,048
    
    
    $
    
    
    
    $
    7Interest cost
    
    
    10,312
    
    
    
    10,472
    
    
    
    5,252
    
    
    
    5,096
    
    
    
    1,214
    
    
    
    1,439Expected return on plan assets
    
    
    (8,982
    )
    
    
    (7,727
    )
    
    
    (3,658
    )
    
    
    (3,413
    )
    
    
    
    
    
    
    Amortization of prior service cost
    
    
    48
    
    
    
    49
    
    
    
    (253
    )
    
    
    (198
    )
    
    
    (798
    )
    
    
    (874
    )Net amortization and deferral
    
    
    6,912
    
    
    
    7,690
    
    
    
    340
    
    
    
    506
    
    
    
    (86
    )
    
    
    Curtailment and settlement effects
    
    
    
    
    
    
    
    
    
    
    (4,565
    )
    
    
    
    
    
    
    
    
    
    
    Net periodic benefit cost
    
    $
    8,304
    
    
    $
    10,499
    
    
    $
    (1,168
    )
    
    $
    4,039
    
    
    $
    330
    
    
    $
    572
   12




---



##### Table of Contents



11. Stock-Based Compensation
    Common Sharesin Treasury
    
    
    Paid-inShares
    
    
    Amount
    
    
    Capital(In thousands)Stock options
    
    
    (16
    )
    
    $
    422
    
    
    $
    570Deferred stock units
    
    
    (34
    )
    
    
    832
    
    
    
    (554
    )Restricted shares
    
    
    (131
    )
    
    
    3,232
    
    
    
    (2,792
    )Performance shares, net
    
    
    111
    
    
    
    (995
    )
    
    
    1,135Directors deferred compensation
    
    
    
    
    
    
    (653
    )
    
    
    653Preferred stock conversions
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    (70
    )
    
    $
    2,838
    
    
    $
    (988
    )
 12. Restructuring and Cost Reduction Programs
    13




---



##### Table of Contents



Restructuring Program in Limoges, France
     Restructuring Program in Castanheira do Ribatejo, Portugal
     14




---



##### Table of Contents



Restructuring Program in Rotterdam, Netherlands
    Restructuring Program in Uden, Netherlands
     15




---



##### Table of Contents



Employee
    
    
    Other
    
    
    AssetSeverance
    
    
    Costs
    
    
    Impairment
    
    
    Total(Dollars in thousands)Balance at December 31, 2009
    
    $
    3,081
    
    
    $
    1,518
    
    
    $
    
    
    
    $
    4,599Restructuring charges
    
    
    31,014
    
    
    
    (1,021
    )
    
    
    2,342
    
    
    
    32,335Cash payments
    
    
    (13,125
    )
    
    
    (2,321
    )
    
    
    
    
    
    
    (15,446
    )Currency translation adjustment
    
    
    (1,096
    )
    
    
    (218
    )
    
    
    
    
    
    
    (1,314
    )Non-cash items
    
    
    
    
    
    
    3,853
    
    
    
    (2,342
    )
    
    
    1,511Balance at June 30, 2010
    
    $
    19,874
    
    
    $
    1,811
    
    
    $
    
    
    
    $
    21,685
 13. Comprehensive Income (Loss)
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009(Dollars in thousands)Net income (loss)
    
    $
    7,594
    
    
    $
    (11,188
    )
    
    $
    6,782
    
    
    $
    (31,159
    )Other comprehensive income (loss), net of tax:Foreign currency translation
    
    
    (14,685
    )
    
    
    22,637
    
    
    
    (25,695
    )
    
    
    4,973Postretirement benefit liabilities
    
    
    (3,203
    )
    
    
    (1,156
    )
    
    
    (3,035
    )
    
    
    661Raw material commodity swaps
    
    
    
    
    
    
    135
    
    
    
    (107
    )
    
    
    559Interest rate swaps
    
    
    1,206
    
    
    
    1,719
    
    
    
    1,930
    
    
    
    2,125Total comprehensive (loss) income
    
    
    (9,088
    )
    
    
    12,147
    
    
    
    (20,125
    )
    
    
    (22,841
    )Less: Comprehensive income (loss) attributable to
noncontrolling interests
    
    
    524
    
    
    
    592
    
    
    
    (219
    )
    
    
    980Comprehensive (loss) income attributable to
Ferro Corporation
    
    $
    (9,612
    )
    
    $
    11,555
    
    
    $
    (19,906
    )
    
    $
    (23,821
    )
  16




---



##### Table of Contents



14. Per Share Amounts from Continuing Operations
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009(In thousands,except per share amounts)Basic income (loss) per share computation:Net income (loss) attributable to Ferro Corporation
common shareholders
    
    $
    6,935
    
    
    $
    (12,007
    )
    
    $
    6,702
    
    
    $
    (32,513
    )Adjustment for loss from discontinued operations
    
    
    
    
    
    
    116
    
    
    
    
    
    
    
    358$
    6,935
    
    
    $
    (11,891
    )
    
    $
    6,702
    
    
    $
    (32,155
    )Weighted-average common shares outstanding
    
    
    85,783
    
    
    
    44,701
    
    
    
    85,809
    
    
    
    44,533Basic income (loss) per share from continuing operations
attributable to Ferro Corporation common shareholders
    
    $
    0.08
    
    
    $
    (0.27
    )
    
    $
    0.08
    
    
    $
    (0.72
    )Diluted income (loss) per share computation:Net income (loss) attributable to Ferro Corporation
common shareholders
    
    $
    6,935
    
    
    $
    (12,007
    )
    
    $
    6,702
    
    
    $
    (32,513
    )Adjustment for loss from discontinued operations
    
    
    
    
    
    
    116
    
    
    
    
    
    
    
    358Plus: Convertible preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    6,935
    
    
    $
    (11,891
    )
    
    $
    6,702
    
    
    $
    (32,155
    )Weighted-average common shares outstanding
    
    
    85,783
    
    
    
    44,701
    
    
    
    85,809
    
    
    
    44,533Assumed exercise of stock options
    
    
    212
    
    
    
    
    
    
    
    225
    
    
    
    Assumed satisfaction of deferred stock unit conditions
    
    
    88
    
    
    
    
    
    
    
    71
    
    
    
    Assumed satisfaction of restricted share conditions
    
    
    347
    
    
    
    
    
    
    
    325
    
    
    
    Assumed conversion of convertible notes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Assumed conversion of convertible preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Weighted-average diluted shares outstanding
    
    
    86,430
    
    
    
    44,701
    
    
    
    86,430
    
    
    
    44,533Diluted income (loss) per share from continuing operations
attributable to Ferro Corporation common shareholders
    
    $
    0.08
    
    
    $
    (0.27
    )
    
    $
    0.08
    
    
    $
    (0.72
    )
 15. Reporting for Segments
    17




---



##### Table of Contents



Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009(Dollars in thousands)Electronic Materials
    
    $
    174,528
    
    
    $
    100,570
    
    
    $
    321,761
    
    
    $
    183,059Performance Coatings
    
    
    142,137
    
    
    
    117,333
    
    
    
    270,328
    
    
    
    225,921Color and Glass Performance Materials
    
    
    97,697
    
    
    
    76,350
    
    
    
    197,029
    
    
    
    143,766Polymer Additives
    
    
    79,664
    
    
    
    62,998
    
    
    
    154,140
    
    
    
    122,445Specialty Plastics
    
    
    43,359
    
    
    
    36,934
    
    
    
    81,732
    
    
    
    71,793Pharmaceuticals
    
    
    6,100
    
    
    
    5,092
    
    
    
    11,360
    
    
    
    10,102Total net sales
    
    $
    543,485
    
    
    $
    399,277
    
    
    $
    1,036,350
    
    
    $
    757,086
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009(Dollars in thousands)Electronic Materials
    
    $
    37,397
    
    
    $
    6,387
    
    
    $
    65,879
    
    
    $
    8,804Performance Coatings
    
    
    14,422
    
    
    
    6,225
    
    
    
    23,904
    
    
    
    5,626Color and Glass Performance Materials
    
    
    9,982
    
    
    
    2,223
    
    
    
    17,265
    
    
    
    (232
    )Polymer Additives
    
    
    2,836
    
    
    
    1,588
    
    
    
    6,827
    
    
    
    3,477Specialty Plastics
    
    
    3,503
    
    
    
    2,709
    
    
    
    5,322
    
    
    
    4,171Pharmaceuticals
    
    
    (271
    )
    
    
    214
    
    
    
    (146
    )
    
    
    327Total segment income
    
    
    67,869
    
    
    
    19,346
    
    
    
    119,051
    
    
    
    22,173Unallocated corporate expenses
    
    
    15,391
    
    
    
    16,597
    
    
    
    30,587
    
    
    
    32,306Impairment charges
    
    
    
    
    
    
    
    
    
    
    2,202
    
    
    
    Restructuring charges
    
    
    21,205
    
    
    
    (309
    )
    
    
    32,335
    
    
    
    1,089Interest expense
    
    
    13,766
    
    
    
    17,190
    
    
    
    26,677
    
    
    
    28,364Other (income) expense, net
    
    
    (4,006
    )
    
    
    1,216
    
    
    
    (2,040
    )
    
    
    3,310Income (loss) before income taxes from
continuing operations
    
    $
    21,513
    
    
    $
    (15,348
    )
    
    $
    29,290
    
    
    $
    (42,896
    )
 16. Business Combination
   18




---



##### Table of Contents



(Dollars inthousands)Fair value of consideration transferredInventories
    
    $
    1,089Property, plant and equipment
    
    
    164Amortizable intangible assets
    
    
    5,417$
    6,670Recognized amounts of identifiable assets acquired and liabilities assumedCash
    
    $
    5,887Accounts
receivable
    
    
    1,399Inventories
    
    
    3,676Property, plant and equipment
    
    
    700Amortizable intangible assets
    
    
    2,544Current liabilities
    
    
    (1,895
    )$
    12,311
   17. Miscellaneous Income and Expense
   19




---



##### Table of Contents



Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
         Outlook
     20




---



##### Table of Contents



Results of Operations
 Comparison of the three months ended June 30, 2010 and 2009
 Three months endedJune 30,2010
    
    
    2009
    
    
    $ Change
    
    
    % Change(Dollars in thousands,except per share amounts)Net sales
    
    $
    543,485
    
    
    $
    399,277
    
    
    $
    144,208
    
    
    
    36.1
    %Cost of sales
    
    
    421,155
    
    
    
    334,048
    
    
    
    87,107
    
    
    
    26.1
    %Gross profit
    
    
    122,330
    
    
    
    65,229
    
    
    
    57,101
    
    
    
    87.5
    %Gross profit percentage
    
    
    22.5
    %
    
    
    16.3
    %Selling, general and administrative expenses
    
    
    69,852
    
    
    
    62,480
    
    
    
    7,372
    
    
    
    11.8
    %Restructuring charges
    
    
    21,205
    
    
    
    (309
    )
    
    
    21,514Other expense (income):Interest expense
    
    
    13,766
    
    
    
    17,190
    
    
    
    (3,424
    )Interest earned
    
    
    (133
    )
    
    
    (205
    )
    
    
    72Foreign currency (gains) losses, net
    
    
    (302
    )
    
    
    1,100
    
    
    
    (1,402
    )Miscellaneous (income) expense, net
    
    
    (3,571
    )
    
    
    321
    
    
    
    (3,892
    )Income (loss) before income taxes
    
    
    21,513
    
    
    
    (15,348
    )
    
    
    36,861Income tax expense (benefit)
    
    
    13,919
    
    
    
    (4,276
    )
    
    
    18,195Income (loss) from continuing operations
    
    
    7,594
    
    
    
    (11,072
    )
    
    
    18,666Loss on disposal of discontinued operations,
net of income taxes
    
    
    
    
    
    
    (116
    )
    
    
    116Net income (loss)
    
    $
    7,594
    
    
    $
    (11,188
    )
    
    $
    18,782Diluted income (loss) per share
    
    $
    0.08
    
    
    $
    (0.27
    )
    
    $
    0.35
     21




---



##### Table of Contents



22




---



##### Table of Contents



Three months endedJune 30,2010
    
    
    2009
    
    
    $ Change
    
    
    % Change(Dollars in thousands)Segment SalesElectronic Materials
    
    $
    174,528
    
    
    $
    100,570
    
    
    $
    73,958
    
    
    
    73.5
    %Performance Coatings
    
    
    142,137
    
    
    
    117,333
    
    
    
    24,804
    
    
    
    21.1
    %Color and Glass Performance Materials
    
    
    97,697
    
    
    
    76,350
    
    
    
    21,347
    
    
    
    28.0
    %Polymer Additives
    
    
    79,664
    
    
    
    62,998
    
    
    
    16,666
    
    
    
    26.5
    %Specialty Plastics
    
    
    43,359
    
    
    
    36,934
    
    
    
    6,425
    
    
    
    17.4
    %Pharmaceuticals
    
    
    6,100
    
    
    
    5,092
    
    
    
    1,008
    
    
    
    19.8
    %Total segment sales
    
    $
    543,485
    
    
    $
    399,277
    
    
    $
    144,208
    
    
    
    36.1
    %Segment Operating Income (Loss)Electronic Materials
    
    $
    37,397
    
    
    $
    6,387
    
    
    $
    31,010
    
    
    
    485.5
    %Performance Coatings
    
    
    14,422
    
    
    
    6,225
    
    
    
    8,197
    
    
    
    131.7
    %Color and Glass Performance Materials
    
    
    9,982
    
    
    
    2,223
    
    
    
    7,759
    
    
    
    349.0
    %Polymer Additives
    
    
    2,836
    
    
    
    1,588
    
    
    
    1,248
    
    
    
    78.6
    %Specialty Plastics
    
    
    3,503
    
    
    
    2,709
    
    
    
    794
    
    
    
    29.3
    %Pharmaceuticals
    
    
    (271
    )
    
    
    214
    
    
    
    (485
    )
    
    
    NMTotal segment operating income
    
    $
    67,869
    
    
    $
    19,346
    
    
    $
    48,523
    
    
    
    250.8
    %
 
  Electronic Materials Segment Results.
 Performance Coatings Segment Results.
 Color and Glass Performance Materials Segment Results.
  23




---



##### Table of Contents



Polymer Additives Segment Results.
 Specialty Plastics Segment Results.
 Pharmaceuticals Segment Results.
 Three months endedJune 30,2010
    
    
    2009
    
    
    $ Change
    
    
    % Change(Dollars in thousands)Geographic RevenuesUnited States
    
    $
    277,003
    
    
    $
    180,963
    
    
    $
    96,040
    
    
    
    53.1
    %International
    
    
    266,482
    
    
    
    218,314
    
    
    
    48,168
    
    
    
    22.1
    %Total
    
    $
    543,485
    
    
    $
    399,277
    
    
    $
    144,208
    
    
    
    36.1
    %
   24




---



##### Table of Contents



Comparison of the six months ended June 30, 2010 and 2009
 Six months endedJune 30,2010
    
    
    2009
    
    
    $ Change
    
    
    % Change(Dollars in thousands,except per share amounts)Net sales
    
    $
    1,036,350
    
    
    $
    757,086
    
    
    $
    279,264
    
    
    
    36.9
    %Cost of sales
    
    
    807,086
    
    
    
    636,611
    
    
    
    170,475
    
    
    
    26.8
    %Gross profit
    
    
    229,264
    
    
    
    120,475
    
    
    
    108,789
    
    
    
    90.3
    %Gross profit percentage
    
    
    22.1
    %
    
    
    15.9
    %Selling, general and administrative expenses
    
    
    140,800
    
    
    
    130,608
    
    
    
    10,192
    
    
    
    7.8
    %Impairment charges
    
    
    2,202
    
    
    
    
    
    
    
    2,202Restructuring charges
    
    
    32,335
    
    
    
    1,089
    
    
    
    31,246Other expense (income):Interest expense
    
    
    26,677
    
    
    
    28,364
    
    
    
    (1,687
    )Interest earned
    
    
    (464
    )
    
    
    (473
    )
    
    
    9Foreign currency losses, net
    
    
    3,246
    
    
    
    2,929
    
    
    
    317Miscellaneous (income) expense, net
    
    
    (4,822
    )
    
    
    854
    
    
    
    (5,676
    )Income (loss) before income taxes
    
    
    29,290
    
    
    
    (42,896
    )
    
    
    72,186Income tax expense (benefit)
    
    
    22,508
    
    
    
    (12,095
    )
    
    
    34,603Income (loss) from continuing operations
    
    
    6,782
    
    
    
    (30,801
    )
    
    
    37,583Loss on disposal of discontinued operations,
net of income taxes
    
    
    
    
    
    
    (358
    )
    
    
    358Net income (loss)
    
    $
    6,782
    
    
    $
    (31,159
    )
    
    $
    37,941Diluted income (loss) per share
    
    $
    0.08
    
    
    $
    (0.73
    )
    
    $
    0.81
     25




---



##### Table of Contents



26




---



##### Table of Contents



Six months endedJune 30,2010
    
    
    2009
    
    
    $ Change
    
    
    % Change(Dollars in thousands)Segment SalesElectronic Materials
    
    $
    321,761
    
    
    $
    183,059
    
    
    $
    138,702
    
    
    
    75.8
    %Performance Coatings
    
    
    270,328
    
    
    
    225,921
    
    
    
    44,407
    
    
    
    19.7
    %Color and Glass Performance Materials
    
    
    197,029
    
    
    
    143,766
    
    
    
    53,263
    
    
    
    37.0
    %Polymer Additives
    
    
    154,140
    
    
    
    122,445
    
    
    
    31,695
    
    
    
    25.9
    %Specialty Plastics
    
    
    81,732
    
    
    
    71,793
    
    
    
    9,939
    
    
    
    13.8
    %Pharmaceuticals
    
    
    11,360
    
    
    
    10,102
    
    
    
    1,258
    
    
    
    12.5
    %Total segment sales
    
    $
    1,036,350
    
    
    $
    757,086
    
    
    $
    279,264
    
    
    
    36.9
    %Segment Operating Income (Loss)Electronic Materials
    
    $
    65,879
    
    
    $
    8,804
    
    
    $
    57,075
    
    
    
    648.3
    %Performance Coatings
    
    
    23,904
    
    
    
    5,626
    
    
    
    18,278
    
    
    
    324.9
    %Color and Glass Performance Materials
    
    
    17,265
    
    
    
    (232
    )
    
    
    17,497
    
    
    
    NMPolymer Additives
    
    
    6,827
    
    
    
    3,477
    
    
    
    3,350
    
    
    
    96.3
    %Specialty Plastics
    
    
    5,322
    
    
    
    4,171
    
    
    
    1,151
    
    
    
    27.6
    %Pharmaceuticals
    
    
    (146
    )
    
    
    327
    
    
    
    (473
    )
        
    NMTotal segment operating income
    
    $
    119,051
    
    
    $
    22,173
    
    
    $
    96,878
    
    
    
    436.9
    %
 
  Electronic Materials Segment Results.
 Performance Coatings Segment Results.
 Color and Glass Performance Materials Segment Results.
  27




---



##### Table of Contents



Polymer Additives Segment Results.
 Specialty Plastics Segment Results.
 Pharmaceuticals Segment Results.
 Six months endedJune 30,2010
    
    
    2009
    
    
    $ Change
    
    
    % Change(Dollars in thousands)Geographic RevenuesUnited States
    
    $
    517,490
    
    
    $
    351,017
    
    
    $
    166,473
    
    
    
    47.4
    %International
    
    
    518,860
    
    
    
    406,069
    
    
    
    112,791
    
    
    
    27.8
    %Total
    
    $
    1,036,350
    
    
    $
    757,086
    
    
    $
    279,264
    
    
    
    36.9
    %
  Summary of Cash Flows for the six months ended June 30, 2010 and 2009
 Six months endedJune 30,2010
    
    
    2009
    
    
    $ Change
    
    
    % Change(Dollars in thousands)Net cash provided by (used for)
operating activities
    
    $
    91,772
    
    
    $
    (40,486
    )
    
    $
    132,258
    
    
    
    (326.7
    %)Net cash used for investing activities
    
    
    (10,094
    )
    
    
    (22,897
    )
    
    
    12,803
    
    
    
    (55.9
    %)Net cash (used for) provided by
financing activities
    
    
    (69,843
    )
    
    
    69,449
    
    
    
    (139,292
    )
    
    
    (200.6
    %)Effect of exchange rate changes on cash
and cash equivalents
    
    
    (610
    )
    
    
    1,235
    
    
    
    (1,845
    )
    
    
    (149.4
    %)Increase in cash and cash equivalents
    
    $
    11,225
    
    
    $
    7,301
    
    
    $
    3,924
    
    
    
    53.7
    %
  2010
    
    
    2009(Dollars in thousands)Cash flows from operating activitiesNet income (loss)
    
    $
    6,782
    
    
    $
    (31,159
    )Depreciation and amortization
    
    
    41,251
    
    
    
    41,353Precious metals deposits
    
    
    56,626
    
    
    
    (80,426
    )Accounts and trade notes receivable
    
    
    (55,751
    )
    
    
    3,743Inventories
    
    
    (26,853
    )
    
    
    75,512Accounts payable
    
    
    27,142
    
    
    
    (37,894
    )Other changes in current assets and liabilities, net
    
    
    16,895
    
    
    
    (15,781
    )Other adjustments, net
    
    
    25,680
    
    
    
    4,527Net cash provided by (used for) continuing operations
    
    
    91,772
    
    
    
    (40,125
    )Net cash used for discontinued operations
    
    
    
    
    
    
    (361
    )Net cash provided by (used for) operating activities
    
    $
    91,772
    
    
    $
    (40,486
    )
  28




---



##### Table of Contents



Capital Resources and Liquidity
 Off Balance Sheet Arrangements
 International Receivable Sales Programs.
 Liquidity Requirements
     29




---



##### Table of Contents



Critical Accounting Policies and Their Application
  Newly Issued Accounting Pronouncements
 Multiple Deliverable Revenue Arrangements Revenue RecognitionMilestone Method
 Risk Factors
   30




---



##### Table of Contents



Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
     June 30,
    
    
    December 31,2010
    
    
    2009(Dollars in thousands)Variable-rate debt and utilization of accounts receivable sales programs:Change in annual interest expense from 1% change in interest rates
    
    $
    383
    
    
    $
    1,170Fixed-rate debt:Carrying amount
    
    
    161,784
    
    
    
    161,050Fair value
    
    
    166,864
    
    
    
    160,275Change in fair value from 1% increase in interest rate
    
    
    (4,468
    )
    
    
    (4,814
    )Change in fair value from 1% decrease in interest rate
    
    
    4,621
    
    
    
    5,000Interest rate swaps:Notional amount
    
    
    150,000
    
    
    
    150,000Carrying amount and fair value
    
    
    (6,527
    )
    
    
    (9,516
    )Change in fair value from 1% increase in interest rate
    
    
    1,501
    
    
    
    2,226Change in fair value from 1% decrease in interest rate
    
    
    (1,520
    )
    
    
    (2,263
    )Foreign currency forward contracts:Notional amount
    
    
    170,361
    
    
    
    178,922Carrying amount and fair value
    
    
    4,079
    
    
    
    723Change in fair value from 10% appreciation of U.S. dollar
    
    
    5,037
    
    
    
    5,571Change in fair value from 10% depreciation of U.S. dollar
    
    
    (6,157
    )
    
    
    (6,809
    )
  31




---



##### Table of Contents



Item 4.
    
    Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Control over Financial Reporting
   32




---



##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings
    
 Item 1A.
    
    Risk Factors
  
 Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3.
    
    Defaults Upon Senior Securities
  
 Item 4.
    
    (Removed and Reserved)
 
 Item 5.
    
    Other Information
  
 Item 6.
    
    Exhibits
   33




---



##### Table of Contents



SIGNATURES
  Date: July 26, 2010
    FERRO CORPORATION
(Registrant)/s/ James F. KirschJames F. KirschChairman, President and Chief Executive Officer
(Principal Executive Officer) Date: July 26, 2010/s/ Thomas R. MiklichThomas R. MiklichVice President and Chief Financial Officer
(Principal Financial Officer)  34




---



##### Table of Contents



EXHIBIT INDEX
   3
    
    
    Articles of incorporation and by-laws3.1
    
    
    Eleventh Amended Articles of Incorporation. (Reference is made to Exhibit 4.1 to Ferro
Corporations Registration Statement on Form S-3, filed March 5, 2008, which Exhibit is
incorporated here by reference.)3.2
    
    
    Certificate of Amendment to the Eleventh Amended Articles of Incorporation of Ferro
Corporation filed with the Ohio Secretary of State on December 29, 1994. (Reference is made to
Exhibit 4.2 to Ferro Corporations Registration Statement on Form S-3, filed March 5, 2008,
which Exhibit is incorporated here by reference.)3.3
    
    
    Certificate of Amendment to the Eleventh Amended Articles of Incorporation of Ferro
Corporation filed with the Ohio Secretary of State on June 23, 1998. (Reference is made to
Exhibit 4.3 to Ferro Corporations Registration Statement on Form S-3, filed March 5, 2008,
which Exhibit is incorporated here by reference.)3.4
    
    
    Ferro Corporation Code of Regulations. (Reference is made to Exhibit 4.4 to Ferro
Corporations Registration Statement on Form S-3, filed March 5, 2008, which Exhibit is
incorporated here by reference.)4
    
    
    Instruments defining rights of security holders, including indentures4.1
    
    
    Senior Indenture, dated as of March 5, 2008, by and between Ferro Corporation and U.S. Bank
National Association. (Reference is made to Exhibit 4.5 to Ferro Corporations Registration
Statement on Form S-3, filed March 5, 2008, which Exhibit is incorporated here by reference.)4.2
    
    
    First Supplemental Indenture, dated August 19, 2008, by and between Ferro Corporation and
U.S. Bank National Association (with Form of 6.50% Convertible Senior Note due 2013).
(Reference is made to Exhibit 4.2 to Ferro Corporations Current Report on Form 8-K, filed
August 19, 2008, which Exhibit is incorporated here by reference.)The Company agrees, upon request, to furnish to the U.S. Securities and Exchange Commission a
copy of any instrument authorizing long-term debt that does not authorize debt in excess of
10% of the total assets of the Company and its subsidiaries on a consolidated basis.10.1
    
    
    Amendment No. 1, dated as of February 4, 2010, to Receivables Purchase Agreement among Ferro
Finance Corporation, Ferro Corporation, certain purchasers from time to time party thereto and
Wachovia Bank, National Association.10.2
    
    
    Amendment No. 2, dated as of May 1, 2010, to Receivables Purchase Agreement among Ferro
Finance Corporation, Ferro Corporation, certain purchasers from time to time party thereto and
Wachovia Bank, National Association. (Reference is made to Exhibit 10.2 to Ferro Corporations
Current Report on Form 8-K, filed June 2, 2010, which Exhibit is incorporated here by
reference.)10.3
    
    
    Amendment No. 3, dated June 1, 2010, to Receivables Purchase Agreement among Ferro Finance
Corporation, Ferro Corporation, certain purchasers from time to time party thereto and
Wachovia Bank, National Association. (Reference is made to Exhibit 10.1 to Ferro Corporations
Current Report on Form 8-K, filed June 2, 2010, which Exhibit is incorporated here by
reference.)
  35




---



##### Table of Contents



10.4
    
    
    Ferro Corporation 2010 Long-Term Incentive Plan. (Reference is made to Exhibit 10.1 to Ferro
Corporations Current Report on Form 8-K, filed May 6, 2010, which Exhibit is incorporated
here by reference.)10.5
    
    
    Ferro Corporation Executive Separation Policy. (Reference is made to Exhibit 10.1 to Ferro
Corporations Current Report on Form 8-K, filed June 28, 2010, which Exhibit is incorporated
here by reference.)31.1
    
    
    Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a).31.2
    
    
    Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a).32.1
    
    
    Certification of Principal Executive Officer Pursuant to 18 U.S.C. 1350.32.2
    
    
    Certification of Principal Financial Officer Pursuant to 18 U.S.C. 1350.
  36