FOE 10-K Annual Report Dec. 31, 2017 | Alphaminr
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FOE 10-K Fiscal year ended Dec. 31, 2017

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FERRO CORP
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TABLE OF CONTENTS
Part IItem 1 BusinessItem 1A Risk FactorsItem 1B Unresolved Staff CommentsItem 2 PropertiesItem 3 Legal ProceedingsItem 4 Mine Safety DisclosuresPart IIItem 5 Market For Registrant S Common Equity, Related Stockholder Matters, and Issuer Purchases Of Equity SecuritiesItem 6 Selected Financial DataItem 7 Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A Quantitative and Qualitative Disclosures About Market RiskItem 8 Financial Statements and Supplementary DataItem 9 Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A Controls and ProceduresItem 9B Other InformationPart IIIItem 10 Directors, Executive Officers and Corporate GovernanceItem 11 Executive CompensationItem 12 Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13 Certain Relationships and Related Transactions, and Director IndependenceItem 14 Principal Accountant Fees and ServicesPart IVItem 15 Exhibits and Financial Statement Schedules

Exhibits

2.1 Sale and Purchase Agreement, dated April 29, 2015, by and among Ferro Corporation, the sellers party thereto, Corporacin Qumica Vhem, S.L. and Dibon USA, LLC (incorporated by reference to Exhibit 2.1 to Ferro Corporations Current Report on Form 8-K filed July 9, 2015). 2.2 Addendum to Sale and Purchase Agreement, dated July 7, 2015, by and among Ferro Corporation, Ferro Spain Management Company, S.L.U., the sellers party thereto, Corporacin Qumica Vhem, S.L. and Dibon USA, LLC (incorporated by reference to Exhibit 2.2 to Ferro Corporations Current Report on Form 8-K filed July 9, 2015). 3.4 Certificate of Amendment to the Eleventh Amended Articles of Incorporation of Ferro Corporation filed October 14, 2011 (incorporated by reference to Exhibit 3.1 to Ferro Corporations Current Report on Form 8-K, filed October 17, 2011). 3.5 Certificate of Amendment to the Eleventh Amended Articles of Incorporation of Ferro Corporation filed on April 25, 2014 (incorporated by reference to Exhibit 3.5 to Ferro Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2014). 3.6 Ferro Corporation Amended and Restated Code of Regulations; Amended and Restated as of December 8, 2016 (incorporated by reference to Exhibit 3.1 to Ferro Corporations Current Report on Form 8-K filed December 12, 2016). 10.1 Credit Agreement, dated as of February 14, 2017, among Ferro Corporation, the lenders party thereto, PNC Bank, National Association, as the administrative agent, collateral agent and a letter of credit issuer, Deutsche Bank AG New York Branch, as the syndication agent and as a letter of credit issuer, and the various financial institutions and other persons from time to time party thereto (incorporated by reference to Exhibit 10.1 to Ferro Corporations current Report on Form 8-K, filed February 17, 2017). 10.2 Credit Agreement, dated as of July 31, 2014, among Ferro Corporation, the lenders party thereto, PNC Bank, National Association, as the administrative agent, collateral agent and a letter of credit issuer, JPMorgan Chase Bank N.A., as the syndication agent and as a letter of credit issuer, and the various financial institutions and other persons from time to time party hereto (incorporated by reference to Exhibit 10.1 to Ferro Corporations Current Report on Form 8-K, filed August 5, 2014). 10.3 Incremental Assumption Agreement, dated January 25, 2016, by and among Ferro Corporation , PNC Bank, National Association, as the administrative agent, the collateral agent and as an issuer, JPMorgan Chase Bank, N.A., as an issuer, and various financial institutions as lenders (incorporated by reference to Exhibit 10.1 to Ferro Corporations Current Report on Form 8-K filed January 26, 2016). 10.4 Second Incremental Assumption Agreement, dated August 29, 2016, by and among Ferro Corporation, PNC Bank, National Association, as the administrative agent, the collateral agent and as an issuer, JPMorgan Chase Bank, N.A., as an issuer, and various financial institutions as lenders. (incorporated by reference to Exhibit 10.1 to Ferro Corporations current Report on Form 8K, filed August 30, 2016). 10.5 Retention Agreement, dated September 1, 2016, by and between Jeffrey L. Rutherford and Ferro Corporation (incorporated by reference to Exhibit 10.2 to Ferro Corporations Quarterly Report on Form 10-Q for the quarter ended September 30, 2016).* 10.6 Separation Agreement and Release, dated January 3, 2017, by and between Jeffrey L. Rutherford and Ferro Corporation. (incorporated by reference to Exhibit 10.4 to Ferro Corporations Quarterly Report on Form 10-Q for the quarter ended March 31, 2017).* 10.7 Change in Control Agreement, dated September 1, 2016, by and between Benjamin Schlater and Ferro Corporation. (incorporated by reference to Exhibit 10.5 to Ferro Corporations Quarterly Report on Form 10-Q for the quarter ended March 31, 2017).* 10.8 Second Amendment to Purchase and Contribution Agreement by and between Ferro Corporation and Ferro Finance Corporation (incorporated by reference to Exhibit 10.2 to Ferro Corporations Current Report on Form 8-K, filed April 3, 2013). 10.9 First Amendment to Purchase and Contribution Agreement, dated as of May 31, 2011, between Ferro Corporation and Ferro Finance Corporation (incorporated by reference to Exhibit 10.2 to Ferro Corporations Current Report on Form 8-K, filed June 3, 2011). 10.10 Purchase and Contribution Agreement, dated June 2, 2009, between Ferro Corporation and Ferro Finance Corporation (incorporated by reference to Exhibit 10.2 to Ferro Corporations Current Report on Form 8-K, filed June 3, 2009). 10.11 Fourth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of September 20, 2013, by and among PNC Bank, National Association, Ferro Finance Corporation and Market Street Funding LLC (incorporated by reference to Exhibit 10.1 to Ferro Corporations Quarter Report on Form 10-Q for the quarter ended September 30, 2013. 10.12 Third Amendment to Amended and Restated Receivables Purchase Agreement, dated as of May 28, 2013, among Ferro Finance Corporation, Ferro Corporation, Market Street Funding LLC and PNC Bank, National Association (incorporated by reference to Exhibit 10.1 to Ferro Corporations Current Report on Form 8-K, filed May 30, 2013). 10.13 Second Amendment to Amended and Restated Receivables Purchase Agreement among Ferro Finance Corporation, Ferro Corporation, Market Street Funding LLC and PNC Bank, National Association, as Agent and LC Bank (incorporated by reference to Exhibit 10.1 to Ferro Corporations Current Report on Form 8-K, filedApril 3, 2013). 10.14 First Amendment to Amended and Restated Receivables Purchase Agreement, dated as of May 29, 2012, among Ferro Finance Corporation, Ferro Corporation, Market Street Funding, LLC, and PNC Bank, National Association (incorporated by reference to Exhibit 10.1 to Ferro Corporations Current Report on Form 8-K, filed May 31, 2012). 10.15 Amended and Restated Receivables Purchase Agreement, dated as of May 31, 2011, among Ferro Finance Corporation, Ferro Corporation, Market Street Funding, LLC, and PNC Bank, National Association (incorporated by reference to Exhibit 10.3 to Ferro Corporations Current Report on Form 8-K, filed June 3, 2011). 10.16 Ferro Corporation 2006 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.17 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2011).* 10.17 Form of Terms of Nonstatutory Stock Option Grants under the Ferro Corporation 2006 Long-Term Incentive Compensation Plan (incorporated by reference to Exhibit 10.21 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2008).* 10.18 Form of Terms of Performance Share Awards under the Ferro Corporation 2006 Long-Term Incentive Compensation Plan (incorporated by reference to Exhibit 10.22 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2008).* 10.19 Form of Terms of Restricted Share Awards under the Ferro Corporation 2006 Long-Term Incentive Compensation Plan (incorporated by reference to Exhibit 10.23 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2008).* 10.20 Form of Terms of Deferred Stock Unit Awards under the Ferro Corporation 2013 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to Ferro Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2014).* 10.21 Form of Terms of Deferred Stock Unit Awards under the Ferro Corporation 2006 Long-Term Incentive Compensation Plan (incorporated by reference to Exhibit 10.24 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2008).* 10.22 Ferro Corporation 2010 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Ferro Corporations Current Report on Form 8-K, filed May 6, 2010).* 10.23 Form of Terms of Nonstatutory Stock Option Grants under the Ferro Corporation 2010 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Ferro Corporations Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).* 10.24 Form of Terms of Performance Share Unit Awards under the Ferro Corporation 2010 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to Ferro Corporations Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).* 10.25 Form of Terms of Restricted Share Unit Awards under the Ferro Corporation 2010 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to Ferro Corporations Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).* 10.26 Ferro Corporation 2013 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to Ferro Corporations Current Report on Form 8-K, filed May 23, 2013).* 10.27 Form of Terms of Nonstatutory Stock Options Grants under the Ferro Corporation 2013 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 to Ferro Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.* 10.28 Form of Terms of Performance Share Unit Awards under the Ferro Corporation 2013 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6 to Ferro Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.* 10.29 Form of Terms of Restricted Share Unit Awards under the Ferro Corporation 2013 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.7 to Ferro Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.* 10.30 Terms of Retention Restricted Stock Units Award for Mr. Peter T. Thomas (incorporated by reference to Exhibit 10.1 to Ferro Corporations Current Report on Form 8-K, filed on December 30, 2014).* 10.31 Amendment to the Ferro Corporation Deferred Compensation Plan for Executive Employees (incorporated by reference to Exhibit 10.18 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2009).* 10.32 Ferro Corporation Deferred Compensation Plan for Executive Employees (incorporated by reference to Exhibit 10.28 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2012).* 10.33 Ferro Corporation Deferred Compensation Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.29 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2012).* 10.34 Ferro Corporation Deferred Compensation Plan for Non-Employee Directors Trust Agreement (incorporated by reference to Exhibit 10.26 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2011).* 10.35 Ferro Corporation Supplemental Defined Benefit Plan for Executive Employees (incorporated by reference to Exhibit 10.31 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2012.* 10.36 Amendment to the Ferro Corporation Supplemental Defined Contribution Plan for Executive Employees (incorporated by reference to Exhibit 10.23 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2009).* 10.37 Ferro Corporation Supplemental Defined Contribution Plan for Executive Employees (incorporated by reference to Exhibit 10.33 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2012).* 10.38 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to Ferro Corporations Current Report on Form 8-K, filed June 26, 2013).* 10.39 Change in Control Agreement, dated March 22, 2013, between Peter T. Thomas and Ferro Corporation (incorporated by reference to Exhibit 10.5 to Ferro Corporations Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).* 10.40 Form of Change in Control Agreement, dated January 1, 2009, entered into by and between Mark H. Duesenberg, and Ferro Coporation (incorporated by reference to Exhibit 10.2 to Ferro Corporations Current Report on Form 8-K, filed January 7, 2009).* 10.41 Ferro Corporation Executive Separation Policy (incorporated by reference to Exhibit 10.1 to Ferro Corporations Current Report on Form 8-K, filed June 28, 2010).* 10.42 Letter Agreement, dated November 12, 2012, between Peter T. Thomas and Ferro Corporation (incorporated by reference to Exhibit 10.41 to Ferro Corporations Form 10-K for the year ended December 31, 2012).* 10.43 Letter Agreement, dated November 12, 2012, between Jeffrey L. Rutherford and Ferro Corporation (incorporated by reference to Exhibit 10.42 toFerro Corporations Form 10-K for the year ended December 31, 2012).* 21 List of Subsidiaries. 23.1 Consent of Independent Registered Public Accounting Firm. 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.