FOE 10-K Annual Report Dec. 31, 2021 | Alphaminr
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FOE 10-K Fiscal year ended Dec. 31, 2021

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FERRO CORP
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Name: FERRO CORP <br /> CIK: 35214 <br /> Filing Type: 10-K/A <br /> Report Date: 2021-12-31 <br /> Download URL: https://www.sec.gov/Archives/edgar/data/35214/000003521422000016/foe-20211231.htm <br />
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 Asset and Stock Purchase Agreement, dated December 15, 2019, between Ferro Corporation and Pigments Spain, S.L. (incorporated by reference to Exhibit 2.1 to Ferro Corporations Current Report on Form 8-K filed January 10, 2020). 2.2 First Amendment to the Asset and Stock Purchase Agreement, dated December 15, 2020, between Ferro Corporation and Pigments Spain, S.L. (incorporated by reference to Exhibit 2.2 to Ferro Corporations Current Report on Form 8-K filed on March 1, 2021). 2.3 Second Amendment to the Asset and Stock Purchase Agreement, dated February 24, 2021, between Ferro Corporation and Pigments Spain, S.L. (incorporated by reference to Exhibit 2.3 to Ferro Corporations Current Report on Form 8-K filed on March 1, 2021). 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). 4.1 Description of Securities 10.1 Amendment and Restatement Agreement, dated December 18, 2020 and Receivables Purchase and Servicing Agreement, dated December 5, 2018, as amended on October 7, 2019 and as amended and restated on December 20, 2019 and as amended and restated on July 20, 2020 and as amended and restated on December 18, 2020 among Ferro Spain S.A., Vetriceramici-Ferro S.p.A., Ferro Corporation and ING Belgique SA/NV (incorporated by reference to Exhibit 10.4 to Ferro Corporation's Annual Report on Form 10-K for the year ended December 31, 2020). 10.2 First Amendment, dated as of April 25, 2018, to Credit Agreement among Ferro Corporation, Ferro GmbH and Ferro Europe Holding LLC, certain other subsidiaries of Ferro Corporation, PNC Bank, National Association, as the Administrative Agent, Collateral Agent and an Issuer, Deutsche Bank AG New York Branch, as the Syndication Agent and 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 April 27, 2018). 10.3 Ferro Corporation 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to Ferro Corporations Current Report on Form 8-K, filed May 7, 2018). 10.4 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). 10.5 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). 10.6 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). 10.7 Third Amendment, dated May 4, 2020, to 2017 Credit Agreement by and among Ferro Corporation, PNC Bank, National Association as the administrative agent and collateral agent and various financial institutions as lenders (incorporated by reference to Exhibit 10.1 to Ferro Corporations Current Report on Form 10-Q filed August 4, 2020). 10.8 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).* 10.9 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).* 10.10 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).* 10.11 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).* 10.12 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).* 10.13 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).* 10.14 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).* 10.15 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).* 10.16 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).* 10.17 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).* 10.18 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).* 10.19 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to Ferro Corporations Current Report on Form 8-K, filed June 26, 2013).* 10.20 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).* 10.21 Form of Change in Control Agreement, dated January 1, 2009, entered into by and between Mark H. Duesenberg, and Ferro Corporation (incorporated by reference to Exhibit 10.2 to Ferro Corporations Current Report on Form 8-K, filed January 7, 2009).* 10.22 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).* 10.23 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).* 10.24 Ferro Corporation 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to Ferro Corporations Current Report on Form 8-K, filed May 7, 2018). 10.25 Form of Acknowledgement Letter Agreement(incorporated by reference to Exhibit 10.1 to Ferro Corporations Current Report on Form 8-K, filed December 3, 2021).* 10.26 Agreement and Plan of Merger, dated as of May 11, 2021, by and among Ferro Corporation, PMHC II Inc. and PMHC Fortune Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to Ferro Corporations Current Report on Form 8-K, filed May 11, 2021). 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.