FOE 10-Q Quarterly Report Sept. 30, 2011

FERRO CORP

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10-Q 1 c23527e10vq.htm FORM 10-Q e10vq

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 September 30, 2011


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

(Exact name of registrant as specified in its charter)


Ohio		34-0217820
(State of Corporation)		(IRS Employer Identification No.)

6060 Parkland Boulevard
Mayfield Heights, OH		44124
(Address of Principal executive offices)		(Zip Code)

216-875-5600
(Telephone Number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES þ NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES þ NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer o	Accelerated filer þ	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES o NO þ

At September 30, 2011, there were 86,570,567 shares of Ferro Common Stock, par value $1.00, outstanding.

TABLE OF CONTENTS


	Page

PART I

Item 1. Financial Statements (Unaudited)		3

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		18

Item 3. Quantitative and Qualitative Disclosures about Market Risk		30

Item 4. Controls and Procedures		31

PART II

Item 1. Legal Proceedings		32

Item 1A. Risk Factors		32

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		32

Item 3. Defaults Upon Senior Securities		32

Item 4. (Removed and Reserved)		32

Item 5. Other Information		32

Item 6. Exhibits		33

EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Ferro Corporation and Subsidiaries

Condensed Consolidated Statements of Operations


	Three months ended						Nine months ended
	September 30,						September 30,
	2011			2010			2011			2010
	(Dollars in thousands, except per share amounts)
Net sales	$	546,114		$	528,564		$	1,713,097		$	1,564,914
Cost of sales		442,304			408,268			1,374,614			1,215,354

Gross profit		103,810			120,296			338,483			349,560
Selling, general and administrative expenses		67,530			74,835			217,896			215,635
Restructuring and impairment charges		869			9,570			4,044			44,107
Other expense (income):
Interest expense		7,030			10,519			21,208			37,196
Interest earned		(50	)		(78	)		(193	)		(542	)
Losses on extinguishment of debt		—			19,331			—			19,331
Foreign currency losses, net		1,726			398			4,049			3,644
Miscellaneous expense, net		64			7,345			458			2,523

Income (loss) before income taxes		26,641			(1,624	)		91,021			27,666
Income tax expense		8,419			738			29,987			23,246

Net income (loss)		18,222			(2,362	)		61,034			4,420
Less: Net income attributable to noncontrolling interests		40			983			573			733

Net income (loss) attributable to Ferro Corporation		18,182			(3,345	)		60,461			3,687
Dividends on preferred stock		—			(165	)		(165	)		(495	)

Net income (loss) attributable to Ferro Corporation common shareholders	$	18,182		$	(3,510	)	$	60,296		$	3,192


Earnings (loss) per share attributable to Ferro Corporation common shareholders:
Basic earnings (loss) per share	$	0.21		$	(0.04	)	$	0.70		$	0.04
Diluted earnings (loss) per share		0.21			(0.04	)		0.69			0.04

Dividends per share of common stock		—			—			—			—

See accompanying notes to condensed consolidated financial statements.

Ferro Corporation and Subsidiaries
Condensed Consolidated Balance Sheets


	September 30,			December 31,
	2011			2010
	(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	21,900		$	29,035
Accounts receivable, net		365,383			302,448
Inventories		243,321			202,067
Deposits for precious metals		—			28,086
Deferred income taxes		24,284			24,924
Other receivables		29,051			27,762
Other current assets		24,670			7,432

Total current assets		708,609			621,754
Other assets
Property, plant and equipment, net		388,636			391,496
Goodwill		219,606			219,716
Amortizable intangible assets, net		11,363			11,869
Deferred income taxes		117,991			121,640
Other non-current assets		81,603			67,880

Total assets	$	1,527,808		$	1,434,355

LIABILITIES AND EQUITY
Current liabilities
Loans payable and current portion of long-term debt	$	58,397		$	3,580
Accounts payable		210,250			207,770
Income taxes		16,637			8,823
Accrued payrolls		32,793			49,590
Accrued expenses and other current liabilities		66,047			75,912

Total current liabilities		384,124			345,675
Other liabilities
Long-term debt, less current portion		304,716			290,971
Postretirement and pension liabilities		171,789			189,058
Deferred income taxes		2,263			2,211
Other non-current liabilities		20,417			22,833

Total liabilities		883,309			850,748
Series A convertible preferred stock (approximates redemption value)		—			9,427
Equity
Ferro Corporation shareholders’ equity:
Common stock		93,436			93,436
Paid-in capital		318,606			323,015
Retained earnings		422,460			362,164
Accumulated other comprehensive loss		(47,024	)		(50,949	)
Common shares in treasury, at cost		(153,574	)		(164,257	)

Total Ferro Corporation shareholders’ equity		633,904			563,409
Noncontrolling interests		10,595			10,771

Total equity		644,499			574,180

Total liabilities and equity	$	1,527,808		$	1,434,355

See accompanying notes to condensed consolidated financial statements.

Ferro Corporation and Subsidiaries
Condensed Consolidated Statements of Equity


	Ferro Corporation Shareholders
															Accumulated
	Common Shares														Other			Non-
	in Treasury						Common		Paid-in			Retained			Comprehensive			controlling			Total
	Shares			Amount			Stock		Capital			Earnings			Income (Loss)			Interests			Equity
	(In thousands)
Balances at December 31, 2009		7,375		$	(171,567	)	$	93,436	$	331,376		$	357,128		$	(60,147	)	$	10,269		$	560,495
Net income													3,687						733			4,420
Other comprehensive income (loss), net of tax:
Foreign currency translation																(1,319	)		101			(1,218	)
Postretirement benefit liabilities																(4,167	)					(4,167	)
Raw material commodity swaps																(107	)					(107	)
Interest rate swaps																6,121						6,121

Total comprehensive income																						5,049
Cash dividends:
Preferred													(495	)								(495	)
Income tax benefit										11												11
Redemption of Convertible Notes										(3,025	)											(3,025	)
Stock-based compensation transactions		(122	)		4,905					(2,029	)											2,876
Distributions to noncontrolling interests																			(527	)		(527	)

Balances at September 30, 2010		7,253		$	(166,662	)	$	93,436	$	326,333		$	360,320		$	(59,619	)	$	10,576		$	564,384


Balances at December 31, 2010		7,242		$	(164,257	)	$	93,436	$	323,015		$	362,164		$	(50,949	)	$	10,771		$	574,180
Net income													60,461						573			61,034
Other comprehensive income (loss), net of tax:
Foreign currency translation																(751	)		189			(562	)
Postretirement benefit liabilities																4,676						4,676

Total comprehensive income																						65,148
Cash dividends:
Preferred													(165	)								(165	)
Stock-based compensation transactions		(377	)		10,683					(4,409	)											6,274
Distributions to noncontrolling interests																			(938	)		(938	)

Balances at September 30, 2011		6,865		$	(153,574	)	$	93,436	$	318,606		$	422,460		$	(47,024	)	$	10,595		$	644,499

See accompanying notes to condensed consolidated financial statements.

Ferro Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows


	Nine months ended
	September 30,
	2011			2010
	(Dollars in thousands)
Cash flows from operating activities
Net cash (used for) provided by operating activities	$	(17,370	)	$	180,455
Cash flows from investing activities
Capital expenditures for property, plant and equipment		(51,923	)		(27,733	)
Proceeds from sale of businesses		—			5,887
Proceeds from sale of assets		2,374			7,425
Other investing activities		193			139

Net cash used for investing activities		(49,356	)		(14,282	)
Cash flows from financing activities
Net borrowings (repayments) under loans payable		55,496			(22,500	)
Proceeds from long-term debt		530,174			576,740
Principal payments on long-term debt		(517,065	)		(336,502	)
Extinguishment of debt		—			(326,687	)
Debt issue costs		—			(10,460	)
Redemption of convertible preferred stock		(9,427	)		—
Cash dividends paid		(165	)		(495	)
Other financing activities		(180	)		(788	)

Net cash provided by (used for) financing activities		58,833			(120,692	)
Effect of exchange rate changes on cash and cash equivalents		758			1,368

(Decrease) increase in cash and cash equivalents		(7,135	)		46,849
Cash and cash equivalents at beginning of period		29,035			18,507

Cash and cash equivalents at end of period	$	21,900		$	65,356


Cash paid during the period for:
Interest	$	24,620		$	30,291
Income taxes		20,646			15,723

See accompanying notes to condensed consolidated financial statements.

Ferro Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements

1. Basis of Presentation

Ferro Corporation (“Ferro,” “we,” “us” or “the Company”) prepared these unaudited condensed consolidated financial statements of Ferro Corporation and subsidiaries in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and, therefore, should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2010. The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the timing and amount of assets, liabilities, equity, revenues and expenses reported and disclosed. Actual amounts could differ from our estimates. In our opinion, we made all adjustments that are necessary for a fair presentation, and those adjustments are of a normal recurring nature unless otherwise noted. Due to differing business conditions, our various initiatives, and some seasonality, the results for the three and nine months ended September 30, 2011, are not necessarily indicative of the results expected in subsequent quarters or for the full year.

2. Recent Accounting Pronouncements

Accounting Standards Adopted in the Nine Months Ended September 30, 2011

On January 1, 2011, we prospectively adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2009-13, Multiple Deliverable Revenue Arrangements , (“ASU 2009-13”) and ASU 2010-17, Revenue Recognition—Milestone Method , (“ASU 2010-17”). ASU 2009-13 applies to all deliverables in contractual arrangements in which a vendor will perform multiple revenue-generating activities. ASU 2010-17 defines a milestone and determines when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions. These pronouncements are codified in FASB Accounting Standards Codification ^TM (“ASC”) Topic 605, Revenue Recognition. Adoption of these pronouncements did not have a material effect on our consolidated financial statements.

New Accounting Pronouncements Not Yet Adopted

In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs , (“ASU 2011-04”), which is codified in ASC Topic 820, Fair Value Measurement. This pronouncement changes certain fair value measurement guidance and expands certain disclosure requirements. ASU 2011-04 will be effective for our fiscal year that begins January 1, 2012, and is to be applied prospectively. We do not expect that adoption of this pronouncement on January 1, 2012, will have a material effect on our consolidated financial statements.

In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income , (“ASU 2011-05”), which is codified in ASC Topic 220, Comprehensive Income. This pronouncement requires companies to present items of net income, items of other comprehensive income and total comprehensive income in one continuous statement or two separate but consecutive statements and will be effective for our fiscal year that begins January 1, 2012. ASU 2011-05 is to be applied retrospectively, and early adoption is permitted. Adoption of this pronouncement will not have a material effect on our consolidated financial statements.

In September 2011, the FASB issued ASU 2011-08, Testing Goodwill for Impairment , (“ASU 2011-08”), which is codified in ASC Topic 350, Intangibles — Goodwill and Other. This pronouncement permits companies testing goodwill for impairment to first assess qualitative factors to determine whether the two-step impairment test is required. ASU 2011-08 is effective for our fiscal year that begins January 1, 2012, but early adoption is permitted. We expect to early adopt this pronouncement in the fourth quarter of 2011. We do not expect that adoption of this pronouncement will have a material effect on our consolidated financial statements.

3. Inventories

Inventories consisted of the following:


	September 30,		December 31,
	2011		2010
	(Dollars in thousands)
Raw materials	$	82,672	$	63,856
Work in process		47,276		38,684
Finished goods		113,373		99,527

Total inventories	$	243,321	$	202,067

In the production of some of our products, we use precious metals, some of which we obtain from financial institutions under consignment agreements with terms of one year or less. The financial institutions retain ownership of the precious metals and charge us fees based on the amounts we consign. These fees were $2.6 million and $1.3 million for the three months ended September 30, 2011 and 2010, respectively, and $7.3 million and $3.7 million for the nine months ended September 30, 2011 and 2010, respectively, and were charged to cost of sales. We had on hand precious metals owned by participants in our precious metals consignment program of $225.5 million at September 30, 2011, and $205.7 million at December 31, 2010, measured at fair value based on market prices for identical assets. At December 31, 2010, we had delivered $28.1 million in cash collateral as a result of the market value of the precious metals under consignment exceeding the credit lines provided by some of the financial institutions. At September 30, 2011, no cash collateral was outstanding.

4. Property, Plant and Equipment

Property, plant and equipment is reported net of accumulated depreciation of $612.4 million at September 30, 2011, and $594.3 million at December 31, 2010. Unpaid capital expenditure liabilities, which are noncash investing activities, were $9.4 million at September 30, 2011, and $7.1 million at September 30, 2010.

5. Financing and Long-term Debt

Loans payable and current portion of long-term debt consisted of the following:


	September 30,		December 31,
	2011		2010
	(Dollars in thousands)
Loans payable to banks	$	809	$	709
Domestic accounts receivable asset securitization program		45,000		—
International accounts receivable sales programs		9,659		—
Current portion of long-term debt		2,929		2,871

Total loans payable and current portion of long-term debt	$	58,397	$	3,580

Long-term debt consisted of the following:


	September 30,			December 31,
	2011			2010
	(Dollars in thousands)
7.875% Senior Notes	$	250,000		$	250,000
6.50% Convertible Senior Notes, net of unamortized discounts		34,007			33,368
Revolving credit facility		13,110			—
Capitalized lease obligations		5,161			6,177
Other notes		5,367			4,297

Total long-term debt		307,645			293,842
Less current portion		(2,929	)		(2,871	)

Total long-term debt, less current portion	$	304,716		$	290,971

Receivable Sales Programs

We have an asset securitization program for Ferro’s U.S. trade accounts receivable. In May 2011, we made certain modifications to and extended the maturity of this credit facility through May 2012. We sell interests in our domestic receivables to various purchasers, and we may obtain up to $50.0 million in the form of cash or letters of credit. Advances received under this program are accounted for as borrowings secured by the receivables and included in net cash provided by financing activities. At September 30, 2011, advances received of $45.0 million were secured by $115.9 million of accounts receivable. The interest rate under this program is the sum of (A) either (1) commercial paper rates, (2) LIBOR rates, or (3) the federal funds rate plus 0.5% or the prime rate and (B) a fixed margin. At September 30, 2011, the interest rate was 0.6%. We had no borrowings under this program at December 31, 2010.

In 2011, we entered into several international programs to sell with recourse trade accounts receivable to financial institutions. Advances received under these programs are accounted for as borrowings secured by the receivables and included in net cash provided by financing activities. At September 30, 2011, the commitments supporting these programs totaled $18.7 million, the advances received were secured by $11.8 million of accounts receivable, and no additional borrowings were available under the programs. The interest rates under these programs are based on EURIBOR rates plus 1.75%. At September 30, 2011, the weighted-average interest rate was 3.2%.

Prior to 2011, we maintained several international programs to sell without recourse trade accounts receivable to financial institutions. Advances received under these programs were accounted for as proceeds from the sales of receivables and included in net cash provided by operating activities. In the first quarter of 2011, these programs expired or were terminated. Ferro had received net proceeds under these programs of $3.4 million at December 31, 2010, for outstanding receivables.

7.875% Senior Notes

The Senior Notes were issued in 2010 at par, bear interest at a rate of 7.875% per year, payable semi-annually in arrears on February 15 and August 15 of each year, beginning February 15, 2011, and mature on August 15, 2018. We may redeem some or all of the Senior Notes beginning August 15, 2014, at prices ranging from 100% to 103.938% of the principal amount. In addition, through August 15, 2013, we may redeem up to 35% of the Senior Notes at a price equal to 107.875% of the principal amount using proceeds of certain equity offerings. We may also redeem some or all of the Senior Notes prior to August 15, 2014, at a price equal to the principal amount plus a defined applicable premium. The applicable premium on any redemption date is the greater of 1.0% of the principal amount of the note or the excess of (1) the present value at such redemption date of the redemption price of the note at August 15, 2014, plus all required interest payments due on the note through August 15, 2014, computed using a discount rate equal to the Treasury Rate as of the redemption date plus 50 basis points; over (2) the principal amount of the note.

The Senior Notes are unsecured obligations and rank equally in right of payment with any other unsecured, unsubordinated obligations. The Senior Notes contain certain affirmative and negative covenants customary for high-yield debt securities, including, but not limited to, restrictions on our ability to incur additional debt, create liens, pay dividends or make other distributions or repurchase our common stock and sell assets outside the ordinary course of business. At September 30, 2011, we were in compliance with the covenants under the Senior Notes’ indenture.

6.50% Convertible Senior Notes

The Convertible Notes were issued in 2008, bear interest at a rate of 6.5% per year, payable semi-annually in arrears on February 15th and August 15th of each year, and mature on August 15, 2013. We separately account for the liability and equity components of the Convertible Notes in a manner that, when interest cost is recognized in subsequent periods, will reflect our nonconvertible debt borrowing rate at the time the Convertible Notes were issued. The effective interest rate on the liability component is 9.5%. Under certain circumstances, holders of the Convertible Notes may convert their notes prior to maturity. The Convertible Notes are unsecured obligations and rank equally in right of payment with any other unsecured, unsubordinated obligations. The principal amount outstanding was $35.8 million at September 30, 2011, and $35.8 million at December 31, 2010. At September 30, 2011, we were in compliance with the covenants under the Convertible Notes’ indenture.

2010 Credit Facility

In 2010, we entered into the Third Amended and Restated Credit Agreement with a group of lenders for a five-year, $350 million multi-currency senior revolving credit facility (the “2010 Credit Facility”). The interest rate under the 2010 Credit Facility is the sum of (A) either (1) LIBOR or (2) the higher of the Federal Funds Rate plus 0.5%, the Prime Rate, or LIBOR plus 1.0% and (B) a variable margin based on the Company’s leverage. At September 30, 2011, the interest rate was 3.0%. We had no borrowings under this facility at December 31, 2010. The 2010 Credit Facility matures on August 24, 2015, and is secured by substantially all of Ferro’s assets.

We are subject to a number of financial covenants under our 2010 Credit Facility, which are discussed in Note 6 within Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. At September 30, 2011, we were in compliance with the covenants of the 2010 Credit Facility.

Our ability to pay common stock dividends is limited by certain covenants in our 2010 Credit Facility and the bond indenture governing the Senior Notes. The covenant in our 2010 Credit Facility is the more limiting of the two covenants and is described in Note 6 within Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

6. Financial Instruments

The carrying amounts of the following assets and liabilities meeting the definition of a financial instrument approximate their fair values due to the short period to maturity of the instruments:

	•		Cash and cash equivalents;

	•		Notes receivable;

	•		Deposits;

	•		Other receivables; and

	•		Short-term loans payable.

Long-term Debt

The following financial instruments are measured at fair value for disclosure purposes:


	September 30, 2011				December 31, 2010
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
	(Dollars in thousands)
7.875% Senior Notes	$	250,000	$	250,000	$	250,000	$	266,563
6.50% Convertible Senior Notes, net of unamortized discounts		34,007		35,841		33,368		36,379
Revolving credit facility		13,110		13,119		—		—
Other notes		5,367		4,496		4,297		3,600

The fair values of the Senior Notes and the Convertible Notes are based on a third party’s estimated bid prices. The fair values of the revolving credit facility and the other long-term notes are based on the present value of expected future cash flows and assumptions about current interest rates and the creditworthiness of the Company that market participants would use in pricing the debt.

Derivative Instruments

All derivative instruments are recognized as either assets or liabilities at fair value. For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss on the derivative is reported as a component of other comprehensive income (“OCI”) and reclassified from accumulated other comprehensive income (“AOCI”) into earnings when the hedged transaction affects earnings. For derivatives that are not designated as hedges, the gain or loss on the derivative is recognized in current earnings.

Interest rate swaps. To reduce our exposure to interest rate changes on variable-rate debt, we entered into interest rate swap agreements in 2007. These swaps effectively converted $150 million of a former variable-rate term loan facility to a fixed rate through June 2011. These swaps were designated and qualified as cash flow hedges. The fair value of these swaps was based on the present value of expected future cash flows, which reflected assumptions about current interest rates and the creditworthiness of the Company that market participants would use in pricing the swaps. In the third quarter of 2010, in conjunction with repayment of our remaining outstanding term loans, we settled these swaps and reclassified $6.8 million from accumulated other comprehensive income to miscellaneous expense.

Foreign currency forward contracts. We manage foreign currency risks principally by entering into forward contracts to mitigate the impact of currency fluctuations on transactions. These forward contracts are not designated as hedging instruments. The fair value of these contracts is based on market prices for comparable contracts. We had foreign currency forward contracts with a notional amount of $278.5 million at September 30, 2011, and $187.3 million at December 31, 2010.

Foreign currency forward contracts

The following table presents the fair value on our consolidated balance sheets of our foreign currency forward contracts, which are not designated as hedging instruments:


	September 30,			December 31,
	2011			2010			Balance Sheet Location
	(Dollars in thousands)
Asset derivatives:
Foreign currency forward contracts	$	11,418		$	—		Other current assets
Foreign currency forward contracts		—			1,261		Accrued expenses and
							other current liabilities

Total	$	11,418		$	1,261

Liability derivatives:
Foreign currency forward contracts	$	(547	)	$	—		Other current assets
Foreign currency forward contracts		—			(1,501	)	Accrued expenses and
							other current liabilities

Total	$	(547	)	$	(1,501	)

The inputs to the valuation techniques used to measure fair value are classified into the following categories:

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.

The carrying amount, fair value, and classification within the fair value hierarchy of these financial instruments were as follows:


	September 30, 2011								December 31,
	Level 1		Level 2		Level 3		Total		2010
	(Dollars in thousands)
Assets:
Foreign currency forward contracts, net	$	—	$	10,871	$	—	$	10,871	$	—
Liabilities:
Foreign currency forward contracts, net		—		—		—		—		(240	)

The following tables present the effect of derivative instruments on our consolidated financial performance for the nine months ended September 30:


						Amount of Gain (Loss)
	Amount of Gain (Loss)					Reclassified from AOCI					Location of Gain (Loss)
	Recognized in OCI					into Earnings					Reclassified from AOCI
	2011		2010			2011		2010			into Earnings
	(Dollars in thousands)
Derivatives in Cash Flow Hedging Relationships:
Interest rate swaps						$	—	$	(4,885	)	Interest expense
							—		(6,849	)	Miscellaneous expense,
											net

Total	$	—	$	(2,218	)	$	—	$	(11,734	)


	Amount of Gain (Loss)
	Recognized in Earnings
	2011			2010		Location of Gain (Loss) in Earnings
	(Dollars in thousands)
Derivatives Not Designated as Hedging Instruments:
Foreign currency forward contracts	$	(5,162	)	$	3,020	Foreign currency losses, net

7. Income Taxes

Income tax expense for the nine months ended September 30, 2011, was $30.0 million, or 32.9% of pre-tax income. In the first nine months of 2010, we recorded income tax expense of $23.2 million, or 84.0% of pre-tax income. The reduction in the effective tax rate primarily resulted from a decrease in losses in jurisdictions with full valuation allowances, which resulted in unrecognized tax benefits of $4.0 million in the first nine months of 2011 as compared with $10.3 million in the prior-year period. In addition, the effective tax rate in the first nine months of 2011 included an income tax benefit of $1.7 million related to settlement of foreign tax matters. The effective tax rate in the prior-year period was impacted by $4.3 million of tax charges, which resulted from the elimination of future tax deductions related to Medicare Part D subsidies and the recording of valuation allowances on certain deferred tax assets.

8. Contingent Liabilities

There are various lawsuits and claims pending against the Company and its subsidiaries. We do not currently expect the ultimate liabilities, if any, and expenses related to such lawsuits and claims to materially affect the consolidated financial position, results of operations, or cash flows of the Company.

The Company has a non-operating facility in Brazil that is environmentally contaminated. We have recorded an undiscounted remediation liability because we believe the liability is incurred and the amount of contingent loss is reasonably estimable. The recorded liability associated with this facility was $8.6 million at September 30, 2011, and $9.8 million at December 31, 2010. The ultimate loss will depend on the extent of contamination found as the project progresses and acceptance by local authorities of remediation activities, including the time frame of monitoring involved.

On January 4, 2011, the Company received an administrative subpoena from the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). OFAC has requested that the Company provide documents and information related to the possibility of direct or indirect transactions with or to a prohibited country. The Company is cooperating with OFAC in connection with the administrative subpoena. The Company cannot predict the length, scope or results of the inquiry from OFAC, or the impact, if any, on its business activities or results of operations.

9. Retirement Benefits

Information concerning net periodic benefit costs of our U.S. pension plans (including our unfunded nonqualified plans), non-U.S. pension plans, and postretirement health care and life insurance benefit plans for the three months ended September 30 follows:


	U.S. Pension Plans						Non-U.S. Pension Plans						Other Benefit Plans
	2011			2010			2011			2010			2011			2010
	(Dollars in thousands)
Components of net periodic cost:
Service cost	$	4		$	3		$	556		$	833		$	—		$	—
Interest cost		5,117			5,098			1,466			2,387			482			607
Expected return on plan assets		(5,150	)		(4,622	)		(823	)		(1,587	)		—			—
Amortization of prior service cost		18			24			(36	)		(35	)		(100	)		251
Net amortization and deferral		1,762			2,561			161			189			(159	)		(43	)
Curtailment and settlement effects		—			—			—			(180	)		—			—

Net periodic benefit cost	$	1,751		$	3,064		$	1,324		$	1,607		$	223		$	815


	U.S. Pension Plans						Non-U.S. Pension Plans						Other Benefit Plans
	2011			2010			2011			2010			2011			2010
	(Dollars in thousands)
Components of net periodic cost:
Service cost	$	12		$	17		$	1,657		$	2,549		$	—		$	—
Interest cost		15,351			15,410			4,390			7,639			1,447			1,821
Expected return on plan assets		(15,451	)		(13,604	)		(2,470	)		(5,245	)		—			—
Amortization of prior service cost		55			72			(103	)		(288	)		(301	)		(547	)
Net amortization and deferral		7,736			9,473			486			529			(479	)		(129	)
Curtailment and settlement effects		—			—			—			(4,745	)		—			—

Net periodic benefit cost	$	7,703		$	11,368		$	3,960		$	439		$	667		$	1,145

In our U.S. plans, improvement through December 2010 in the valuation of pension investments increased our 2011 expected return on plan assets, and longer amortization periods decreased our 2011 net amortization and deferral costs. The longer amortization periods were due to all participants in certain U.S. plans being inactive and to changes in the pattern of retirements. In our non-U.S. plans, various curtailments and settlements recorded in 2010 decreased our benefit obligations and plan assets, which in turn reduced our 2011 interest cost and expected return on plan assets. In the third quarter of 2010, we recognized $0.7 million of prior service cost amortization related to a temporary change in our postretirement health care benefit plan and a $0.2 million curtailment gain related to our restructuring activities in the Netherlands. In the second quarter of 2010, we recognized $4.0 million of curtailment and settlement gains related to our restructuring activities in the Netherlands and France and a $0.2 million settlement loss related to the transfer of some pension obligations to another company in Germany. In the first quarter of 2010, we recognized a $0.7 million gain from the settlement of certain pension obligations in Japan.

10. Serial Convertible Preferred Stock

We are authorized to issue up to 2,000,000 shares of serial convertible preferred stock without par value. In 1989, Ferro issued 1,520,215 shares of 7% Series A ESOP Convertible Preferred Stock (“Series A Preferred Stock”) to the Trustee of the Ferro Employee Stock Ownership Plan (“ESOP”) at a price of $46.375 per share for a total consideration of $70.5 million. Subsequently, all shares of the Series A Preferred Stock were allocated to participating individual employee accounts, and most of the shares were redeemed or converted by the Trustee to provide for distributions to, loans to, or withdrawals by participants or to satisfy an investment election provided to participants. At December 31, 2010, there were 203,282 shares of Series A Preferred Stock outstanding. In the first quarter of 2011, we redeemed in cash all outstanding Series A Preferred Stock for $9.4 million plus earned but unpaid dividends.

11. Stock-Based Compensation

In April 2010, our shareholders approved the 2010 Long-Term Incentive Plan (the “Plan”). The Plan’s purpose is to promote the Company’s and the shareholders’ long-term financial interests by attracting, retaining and motivating high-quality, key employees and directors and aligning their interests with those of the Company’s shareholders. The Plan reserves 5,000,000 shares of common stock to be issued for grants of several different types of long-term incentives including stock options, stock appreciation rights, deferred stock units, restricted shares, performance shares, other common-stock-based awards, and dividend equivalent rights. No future grants may be made under previous incentive plans. However, any outstanding awards or grants made under these plans will continue until the end of their specified terms.

The stock-based compensation transactions in equity consisted of the following for the nine months ended September 30, 2011:


	Common Shares in Treasury
	Shares			Amount			Paid-in Capital
	(In thousands)
Stock options		(208	)	$	5,189		$	(478	)
Deferred stock units		(80	)		2,013			(1,559	)
Restricted shares		(126	)		3,427			(2,243	)
Performance shares		37			(537	)		462
Directors’ deferred compensation, net		—			591			(591	)
Preferred stock conversions		—			—			—

Total		(377	)	$	10,683		$	(4,409	)

12. Restructuring and Cost Reduction Programs

During the nine months of 2011, we continued to wind down our restructuring programs. Current period activity primarily relates to facility closing and exit costs in Limoges, France; Castanheira do Ribatejo, Portugal; and Frankfurt, Germany.

For the nine months ended September 30, 2011 and 2010, total charges resulting from these activities were $4.4 million and $47.4 million, respectively, of which $0.4 million and $3.3 million, respectively, were recorded in cost of sales as they related to accelerated depreciation on assets to be disposed, and the remaining $4.0 million and $44.1 million, respectively, were reported as restructuring and impairment charges. Restructuring and impairment charges for the nine months ended September 30, 2011, consisted of gross charges of $6.5 million, partially offset by a gain on the sale of a building of $1.1 million and a reduction of accrued rent previously included in restructuring charges of $1.4 million.

We have summarized the activities and accruals related to our restructuring and cost reduction programs below:


	Employee						Asset
	Severance			Other Costs			Impairment			Total
	(Dollars in thousands)
Balance at December 31, 2010	$	2,429		$	5,863		$	—		$	8,292
Restructuring charges		2,191			1,850			3			4,044
Cash payments		(3,694	)		(3,702	)		—			(7,396	)
Currency translation adjustment		62			67			—			129
Non-cash items		(27	)		(85	)		(3	)		(115	)

Balance at September 30, 2011	$	961		$	3,993		$	—		$	4,954

We expect to make cash payments to settle the remaining liability for employee termination benefits and other costs over the next twelve months, except where legal or contractual restrictions prevent us from doing so.

13. Earnings Per Share

Details of the calculation of basic and diluted earnings (loss) per share attributable to Ferro Corporation common shareholders are shown below:


	Three months ended					Nine months ended
	September 30,					September 30,
	2011		2010			2011		2010
	(In thousands, except per share amounts)
Basic earnings (loss) per share computation:
Net income (loss) attributable to Ferro Corporation common shareholders	$	18,182	$	(3,510	)	$	60,296	$	3,192
Weighted-average common shares outstanding		86,169		85,805			86,101		85,808
Basic earnings (loss) per share attributable to Ferro Corporation common shareholders	$	0.21	$	(0.04	)	$	0.70	$	0.04

Diluted earnings (loss) per share computation:
Net income (loss) attributable to Ferro Corporation common shareholders	$	18,182	$	(3,510	)	$	60,296	$	3,192
Plus: Convertible preferred stock dividends, net of tax		—		—			103		—

Total	$	18,182	$	(3,510	)	$	60,399	$	3,192


Weighted-average common shares outstanding		86,169		85,805			86,101		85,808
Assumed exercise of stock options		188		—			255		330
Assumed satisfaction of deferred stock unit conditions		38		—			46		77
Assumed satisfaction of restricted share conditions		402		—			389		324
Assumed conversion of convertible notes		—		—			—		—
Assumed conversion of convertible preferred stock		—		—			176		—

Weighted-average diluted shares outstanding		86,797		85,805			86,967		86,539


Diluted earnings (loss) per share attributable to Ferro Corporation common shareholders	$	0.21	$	(0.04	)	$	0.69	$	0.04

Securities that could potentially dilute basic earnings per share in the future but were not included in the computation of diluted earnings per share because to do so would have been antidilutive represented 5.3 million common shares for the three and nine months ended September 30, 2011, and 8.9 million and 8.0 million common shares for the three and nine months ended September 30, 2010, respectively.

14. Comprehensive Income

The components of comprehensive income were as follows:


	Three months ended						Nine months ended
	September 30,						September 30,
	2011			2010			2011			2010
	(Dollars in thousands)
Net income (loss)	$	18,222		$	(2,362	)	$	61,034		$	4,420
Other comprehensive income (loss), net of tax:
Foreign currency translation		(11,013	)		24,477			(562	)		(1,218	)
Postretirement benefit liabilities		1,708			(1,132	)		4,676			(4,167	)
Raw material commodity swaps		—			—			—			(107	)
Interest rate swaps		—			4,191			—			6,121

Total comprehensive income		8,917			25,174			65,148			5,049
Less: Comprehensive income attributable to noncontrolling interests		113			1,053			762			834

Comprehensive income attributable to Ferro Corporation	$	8,804		$	24,121		$	64,386		$	4,215

15. Reporting for Segments

The Company has six reportable segments: Electronic Materials, Performance Coatings, Color and Glass Performance Materials, Polymer Additives, Specialty Plastics, and Pharmaceuticals. We have aggregated our Tile Coating Systems and Porcelain Enamel operating segments into one reportable segment, Performance Coatings, based on their similar economic and operating characteristics.

The accounting policies of our segments are consistent with those described for our consolidated financial statements in the summary of significant accounting policies contained in our Annual Report on Form 10-K for the year ended December 31, 2010. We measure segment income for internal reporting purposes by excluding unallocated corporate expenses, restructuring and impairment charges, other expenses, net, and income taxes. Unallocated corporate expenses consist primarily of corporate employment costs and professional services.

Net sales to external customers by segment are presented in the table below. Sales between segments were not material.


	Three months ended				Nine months ended
	September 30,				September 30,
	2011		2010		2011		2010
	(Dollars in thousands)
Electronic Materials	$	156,081	$	166,953	$	538,790	$	488,714
Performance Coatings		153,365		144,218		453,546		414,546
Color and Glass Performance Materials		100,525		91,167		306,806		288,196
Polymer Additives		85,634		77,291		262,767		231,431
Specialty Plastics		43,606		42,633		132,745		124,365
Pharmaceuticals		6,903		6,302		18,443		17,662

Total net sales	$	546,114	$	528,564	$	1,713,097	$	1,564,914

Each segment’s income and reconciliations to income (loss) before income taxes follow:


	Three months ended					Nine months ended
	September 30,					September 30,
	2011		2010			2011		2010
	(Dollars in thousands)
Electronic Materials	$	17,754	$	31,394		$	74,257	$	97,273
Performance Coatings		11,728		11,322			30,462		35,226
Color and Glass Performance Materials		8,758		9,192			29,789		26,457
Polymer Additives		4,025		6,970			14,807		13,797
Specialty Plastics		2,662		4,253			7,381		9,575
Pharmaceuticals		1,062		534			2,977		388

Total segment income		45,989		63,665			159,673		182,716
Unallocated corporate expenses		9,709		18,204			39,086		48,791
Restructuring and impairment charges		869		9,570			4,044		44,107
Other expense, net		8,770		37,515			25,522		62,152

Income (loss) before income taxes	$	26,641	$	(1,624	)	$	91,021	$	27,666

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Overall sales grew during the quarter, driven primarily by changes in foreign currency exchange rates. Customer demand showed signs of slowing, as some customer orders were delayed toward the end of the quarter. Demand from customers who purchase conductive pastes for solar applications continued to be weak as a result of lower market demand and excess inventory of products in solar power end markets. Demand for other products that are used in electronics industry applications also declined during the third quarter.

Net sales increased by 3% in the three months ended September 30, 2011, compared with the third quarter of 2010. Changes in foreign currency exchange rates were the primary driver of the increased sales. Increased precious metal costs, which are passed through to customers with little gross profit contribution, were also a contributor to the increased sales. Sales increased in all business segments except Electronic Materials where sales declined due to weak demand for conductive pastes that are used in solar applications. In aggregate, changes in product prices and mix contributed approximately 12 percentage points to the growth in net sales compared to the third quarter of 2010. Changes in foreign currency exchange rates contributed an additional 3 percentage points to sales growth. Lower sales volumes, primarily driven by lower sales of conductive pastes and the effects of products that we no longer sell, reduced sales growth by approximately 12 percentage points.

Raw material costs, in aggregate, increased during the quarter by approximately $35 million compared with the same quarter last year, reflecting widespread commodity cost increases in the global economy. The costs of some raw materials have now declined from the peak costs experienced earlier in 2011. Changes in product pricing kept pace with increasing raw materials across the business as a whole. Securing price increases to fully cover raw materials cost increases continued to be challenging in our Polymer Additives business and portions of our Performance Coatings business.

Gross profit declined in the third quarter compared with the third quarter of 2010. The reduction was driven by declines in sales of conductive pastes for solar cells in our Electronic Materials business. Higher sales of precious metals did not add significantly to gross profit during the quarter because precious metal costs are passed through to customers with little gross profit contribution. In addition, increased sales due to product price increases that reflected rising raw material costs did not result in significant incremental gross profit during the quarter.

Selling, general and administrative (“SG&A”) expenses declined compared with the prior-year period. The decline in SG&A expenses was driven by reduced charges related to manufacturing rationalization and employee severance, along with reduced incentive compensation expense. Offsetting some of the decline were higher expenses for an initiative to standardize business processes and improve management information systems, as well as increased expenses due to changes in foreign currency exchange rates.

Restructuring and impairment charges declined significantly compared with the third quarter of 2010. The major operational activities related to our restructuring initiatives, started in 2006, were completed during 2010. The current restructuring charges are primarily related to residual costs at manufacturing sites where production activities have been concluded.

Interest expense declined in the third quarter primarily as a result of lower average interest rates and reduced average borrowing levels, as well as reduced amortization of debt issuance costs.

During the third quarter of 2010, we recorded losses on extinguishment of debt as a result of debt refinancing. This charge did not recur in 2011.

We recorded net income during the 2011 third quarter compared with a net loss in the third quarter of 2010. The improvement was driven by the absence of losses on extinguishment of debt, reduced restructuring and impairment charges, reduced SG&A expenses and lower interest expense. These contributions to improved income were partially offset by reduced gross profit and increased income tax expense.

Outlook

Our ability to forecast future customer demand is very limited because of the uncertainty surrounding economic conditions in a number of regions and application markets around the world, particularly in Europe and the United States. Customers are placing orders only for the materials they need for near-term production requirements, and we have experienced order delays or cancellations due to recent deterioration in end market demand. In addition, customer orders for our conductive pastes have been negatively impacted by continuing excess inventory of completed solar power modules. The amount of excess module inventory remaining and the near-term demand for solar modules are difficult to forecast. Therefore, customers of our conductive pastes are not certain when their production requirements will recover.

We expect generally weak economic conditions to continue during the next several quarters. Because of the continued uncertainty in worldwide macroeconomic factors and the unknown effects of difficult credit markets, particularly in Europe, our ability to forecast future financial performance is more limited than usual.

Factors that could adversely affect our future financial performance are described under the heading “Risk Factors” in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2010.

Results of Operations

Comparison of the three months ended September 30, 2011 and 2010


	Three months ended
	September 30,
	2011			2010			$ Change			% Change
	(Dollars in thousands, except per share amounts)
Net sales	$	546,114		$	528,564		$	17,550			3.3	%
Cost of sales		442,304			408,268			34,036			8.3	%

Gross profit		103,810			120,296			(16,486	)		(13.7	)%
Gross profit percentage		19.0	%		22.8	%
Selling, general and administrative expenses		67,530			74,835			(7,305	)		(9.8	)%
Restructuring and impairment charges		869			9,570			(8,701	)
Other expense (income):
Interest expense		7,030			10,519			(3,489	)
Interest earned		(50	)		(78	)		28
Losses on extinguishment of debt		—			19,331			(19,331	)
Foreign currency losses, net		1,726			398			1,328
Miscellaneous expense, net		64			7,345			(7,281	)

Income (loss) before income taxes		26,641			(1,624	)		28,265
Income tax expense		8,419			738			7,681

Net income (loss)	$	18,222		$	(2,362	)	$	20,584


Diluted earnings (loss) per share	$	0.21		$	(0.04	)	$	0.25

Net sales increased by 3% in the three months ended September 30, 2011, compared with the third quarter of 2010, driven by changes in foreign currency exchange rates. Increased sales of precious metals in our Electronic Materials segment, driven by higher prices for silver, also contributed to the overall growth in sales. Sales were higher in all segments except Electronic Materials, where reduced demand for conductive pastes used in the manufacture of solar sales led to a decline in sales. Higher product prices and mix accounted for approximately 12 percentage points of sales growth in the quarter, and changes in foreign currency exchange rates added an additional 3 percentage points to the growth. Lower sales volume reduced sales growth by approximately 12 percentage points. Nearly three quarters of the reduction in sales due to volume was attributable to the Electronic Materials segment. Higher precious metals sales, resulting from higher silver prices partially offset by lower precious metals sales volume, contributed $8.6 million to the overall sales increase during the quarter.

Gross profit declined primarily as a result of reduced sales volume of conductive pastes used in solar cell applications. In addition, increased raw material costs and product mix changes combined to reduce gross profit or to limit the growth in gross profit in those segments where sales increased. Gross profit percentage declined to 19.0% of sales from 22.8% of sales in the prior-year period. Charges that were primarily related to residual costs at closed manufacturing sites involved in restructuring initiatives reduced gross profit by $0.7 million during the third quarter of 2011. In the third quarter of 2010, gross profit also was reduced by $0.7 million due to charges for accelerated depreciation, severance costs and other costs associated with manufacturing rationalization activities.

Selling, general and administrative (“SG&A”) expenses declined by $7.3 million during the third quarter of 2011 compared with the prior-year quarter. SG&A expenses were 12.4% of net sales during the third quarter, down from 14.2% in the third quarter of 2010. The drivers of the reduced SG&A expenses were lower special charges, reduced pension expense and lower incentive compensation expense. Changes in foreign currency exchange rates offset some of the decline. In addition, SG&A spending in the third quarter included $1.6 million related to an initiative to streamline and standardize business processes and improve management information systems tools. SG&A expenses during the 2011 third quarter also included charges of $0.8 million that were primarily related to expenses at closed sites impacted by restructuring initiatives. In the prior-year quarter, SG&A expenses included $5.5 million in special charges, primarily driven by expenses related to manufacturing rationalization activities and employee severance expenses.

Restructuring and impairment charges declined to $0.9 million in the third quarter of 2011 compared with $9.6 million in the third quarter of 2010. The decline reflects the reduction in restructuring activities as we complete the final actions related to our multi-year manufacturing rationalization activities.

Interest expense declined by $3.5 million in the three months ended September 30, 2011, compared with the prior-year period. Lower average interest rates on borrowings, a decline in average borrowing levels and reduced amortization of debt issuance costs resulted in the decline in interest expense. In addition, interest expense in the 2010 third quarter included a $0.8 million noncash write-off of unamortized fees related to a repayment of term loans.

We recorded a $19.3 million charge for losses on extinguishment of debt during the 2010 third quarter related to debt refinancing. The charge included a write-off of unamortized fees and the difference between the carrying value and the fair market value of the portion of our 6.5% Convertible Notes purchased pursuant to a tender offer and a write-off of unamortized fees associated with our previous credit facility. We did not record any charges for extinguishment of debt in the third quarter of 2011.

We are exposed to the impact of exchange rate fluctuations on foreign currency positions arising from our international trade. We manage these currency risks principally by entering into forward contracts. The carrying value of the open contracts at quarter-end are adjusted to market value and the resulting gains or losses are charged to income or expense during the period, partially offsetting the effects of changes in foreign currency exchange rates on the underlying positions.

Net miscellaneous expense for the 2011 third quarter was $0.1 million compared with $7.3 million in the third quarter of 2010. During the third quarter of 2010, we recorded charges of $6.8 million to settle our interest rate swaps in connection with the extinguishment of term loans that were part of our previous credit facility.

During the third quarter of 2011, income tax expense was $8.4 million, or 31.6% of pre-tax income. In the 2010 third quarter, we recorded tax expense of $0.7 million despite consolidated pre-tax losses of $1.6 million. The change in the effective tax rate was primarily the result of a decrease in our losses in jurisdictions for which the benefits of these losses were not expected to be realized and a current period benefit of $1.0 million related to the settlement of foreign tax matters.

Net income increased to $18.2 million in the three months ended September 30, 2011, compared with a net loss of $2.4 million in the prior-year period. The improvement was driven by an absence of losses on extinguishment of debt, reduced restructuring and impairment charges, reduced SG&A expenses, reduced miscellaneous expense and lower interest expense. These improvements were partially offset by reduced gross profit and increased income tax expense.


	Three months ended
	September 30,
	2011		2010		$ Change			% Change
	(Dollars in thousands)
Segment Sales
Electronic Materials	$	156,081	$	166,953	$	(10,872	)		(6.5	)%
Performance Coatings		153,365		144,218		9,147			6.3	%
Color and Glass Performance Materials		100,525		91,167		9,358			10.3	%
Polymer Additives		85,634		77,291		8,343			10.8	%
Specialty Plastics		43,606		42,633		973			2.3	%
Pharmaceuticals		6,903		6,302		601			9.5	%

Total segment sales	$	546,114	$	528,564	$	17,550			3.3	%

Segment Income
Electronic Materials	$	17,754	$	31,394	$	(13,640	)		(43.4	)%
Performance Coatings		11,728		11,322		406			3.6	%
Color and Glass Performance Materials		8,758		9,192		(434	)		(4.7	)%
Polymer Additives		4,025		6,970		(2,945	)		(42.3	)%
Specialty Plastics		2,662		4,253		(1,591	)		(37.4	)%
Pharmaceuticals		1,062		534		528			98.9	%

Total segment income	$	45,989	$	63,665	$	(17,676	)		(27.8	)%

Electronic Materials Segment Results. Sales declined in Electronic Materials primarily as a result of reduced demand for conductive pastes used in solar cell applications. The decline in demand for these products continued from the second quarter of 2011 as a consequence of lower end-market demand and excess inventory of completed solar power modules and the resulting reduction in solar cell production by our customers. Lower sales volume reduced sales by approximately $40 million compared with the prior-year period. Changes in product pricing and mix offset approximately $26 million of the decline during the quarter, and changes in foreign currency exchange rates increased sales by an additional $3 million. Sales declines occurred in all regions. Operating income declined primarily due to a $13 million decrease in gross profit driven by the reduced sales volume of conductive pastes.

Performance Coatings Segment Results. Sales increased in Performance Coatings primarily due to higher product prices and changes in foreign currency exchange rates, partially offset by reduced sales volume. The higher product prices are primarily due to higher raw material costs compared with the prior-year period. Changes in product prices and mix contributed $14 million to the overall sales increase during the period. Changes in foreign currency exchange rates added an additional $6 million to sales growth. Lower sales volume offset approximately $11 million of the sales growth. Sales increases were primarily in Europe-Middle East-Africa, Asia and Latin America. Operating profit increased slightly during the quarter as a result of a $1.3 million improvement in gross profit that was partially offset by a $0.9 million increase in SG&A expense.

Color and Glass Performance Materials Segment Results. Sales increased in Color and Glass Performance Materials as a result of product prices, mix and foreign exchange rates, partially offset by reduced sales volume. Sales volume of certain metal oxide products was curtailed as a result of the closing of a manufacturing plant in Portugal, and sales volume was also lower due to reduced precious metal preparations sales as a result of a business divestiture. Changes in product price and mix accounted for approximately $11 million of the increased sales for the third quarter, and changes in foreign currency exchange rates contributed an additional $5 million to growth. Lower sales volume reduced sales growth by approximately $7 million in the quarter. The growth in sales was primarily driven by increased sales in Europe-Middle East-Africa and the United States. Operating profit declined as a result of a $1.1 million increase in SG&A expense that was partially offset by a $0.7 million increase in gross profit. The increase in gross profit was driven by the benefits from manufacturing rationalization activities completed in prior periods. During the quarter, both gross profit and SG&A expenses were impacted by costs associated with consolidating production from a plant in Austria to one of our existing plants in Germany.

Polymer Additives Segment Results. Sales increased in Polymer Additives primarily as a result of higher product prices. The higher product prices in the quarter largely reflected higher raw material costs compared with the prior-year period. Changes in product prices and mix increased sales by approximately $8 million. Increases in sales of $2 million due to changes in foreign currency exchange rates were offset by nearly equal sales reductions resulting from reduced sales volume. Sales increases occurred in the United States and Europe-Middle East-Africa, the primary markets for our polymer additive products. Operating income declined primarily as a result of a $3 million decline in gross profit caused by changes in product mix and increased manufacturing costs. SG&A expense was little changed from the prior-year period.

Specialty Plastics Segment Results. Sales increased in Specialty Plastics primarily as a result of changes in product pricing and mix that were largely offset by reduced sales volume. Changes in product prices and mix accounted for approximately $5 million of the overall sales increase, and changes in foreign currency exchange rates increased sales by an additional $1 million. Lower sales volume reduced sales by $5 million. Sales growth was primarily in the United States. Operating profit declined primarily as a result of a $2 million reduction in gross profit that was driven by reduced sales volume.

Pharmaceuticals Segment Results. Sales increased in Pharmaceuticals primarily as a result of changes in product mix compared with the prior-year quarter. Operating income increased due to a $0.3 million decline in SG&A expenses and a $0.2 million increase in gross profit. The gross profit improvement was driven by improved product mix.


	Three months ended
	September 30,
	2011		2010		$ Change		% Change
	(Dollars in thousands)
Geographic Revenues
United States	$	265,077	$	260,650	$	4,427		1.7	%
International		281,037		267,914		13,123		4.9	%

Total	$	546,114	$	528,564	$	17,550		3.3	%

Sales in the 2011 third quarter increased in all regions compared with the third quarter of 2010. Sales in the United States increased during the quarter. A reduction in sales in the Electronic Materials segment were more than offset by sales increases in our other businesses. In the 2011 third quarter, sales originating in the United States were 49% of total sales, unchanged from the prior-year quarter. Growth in international sales was driven by higher sales in Europe-Middle East-Africa. Sales that are recorded in each region include products exported to customers that are located in other regions.

Comparison of the nine months ended September 30, 2011 and 2010


	Nine months ended
	September 30,
	2011			2010			$ Change			% Change
	(Dollars in thousands, except per share amounts)
Net sales	$	1,713,097		$	1,564,914		$	148,183			9.5	%
Cost of sales		1,374,614			1,215,354			159,260			13.1	%

Gross profit		338,483			349,560			(11,077	)		(3.2	)%
Gross profit percentage		19.8	%		22.3	%
Selling, general and administrative expenses		217,896			215,635			2,261			1.0	%
Restructuring and impairment charges		4,044			44,107			(40,063	)
Other expense (income):
Interest expense		21,208			37,196			(15,988	)
Interest earned		(193	)		(542	)		349
Losses on extinguishment of debt		—			19,331			(19,331	)
Foreign currency losses, net		4,049			3,644			405
Miscellaneous expense, net		458			2,523			(2,065	)

Income before income taxes		91,021			27,666			63,355
Income tax expense		29,987			23,246			6,741

Net income	$	61,034		$	4,420		$	56,614


Diluted earnings per share	$	0.69		$	0.04		$	0.65

Net sales increased by 9.5% for the nine months ended September 30, 2011, compared with the first nine months of 2010. Increased sales of precious metals in our Electronic Materials segment was the primary driver of the overall growth in sales. Sales increased over the prior-year period in all segments, led by increases in Electronic Materials, Performance Coatings and Polymer Additives. The primary drivers of the sales increase were changes in product prices and mix compared with the first nine months of 2010. Changes in product prices and mix increased sales by approximately 13 percentage points and changes in foreign currency exchange rates contributed an additional 3 percentage points to growth. Lower sales volume, including the effects of products that we no longer sell, reduced sales growth by 7 percentage points. These changes in product prices, mix and sales volume include the effects of increased precious metal sales. Higher precious metal sales contributed approximately 5 percentage points of the overall sales increase during the first nine months of 2011.

Gross profit declined primarily as a result of gross profit declines in our Electronic Materials segment resulting from reduced sales of conductive pastes used in solar cell manufacturing. The gross profit decline was partially offset by increased gross profit in other portions of our business, particularly Color and Glass Performance Materials and Pharmaceuticals. Gross profit percentage declined to 19.8% of net sales from 22.3% of net sales primarily as a result of higher precious metal sales and changes in product mix. Precious metal costs are passed through to customers with little gross profit contribution, so increased precious metal sales result in reduced gross profit percentage. Charges, primarily related to residual costs at closed manufacturing sites involved in manufacturing restructuring initiatives, reduced gross profit by $3.6 million in the first three quarters of 2011. In the first three quarters of 2010, gross profit was reduced by charges of $4.9 million, primarily related to accelerated depreciation and severance costs associated with manufacturing rationalization initiatives.

Selling, general and administrative (“SG&A”) expenses increased by $2.3 million in the first nine months of 2011 compared with the prior-year period. SG&A expenses declined to 12.7% of net sales during the first nine months of 2011, down from 13.8% of net sales in the first nine months of 2010. The increased SG&A expenses included $5.5 million in expenses associated with an initiative to streamline and standardize our business processes and improve management information systems tools. Changes in foreign currency exchange rates also contributed to the increase in SG&A expenses. Partially offsetting some of the increase were lower special charges, lower pension expense and reduced incentive compensation expense. SG&A expenses in the first nine months of 2011 included charges of $3.3 million, primarily related to expenses at closed sites impacted by restructuring initiatives. SG&A expenses during the first nine months of 2010 included charges of $13.5 million, primarily related to manufacturing rationalization initiatives, employee severance and corporate development activities.

Restructuring and impairment charges declined to $4.0 million in the first three quarters of 2011, compared with $44.1 million in the first three quarters of 2010. The decline reflects a significant reduction in restructuring activities as we complete the final actions related to our multi-year manufacturing rationalization initiatives.

Interest expense declined to $21.2 million in the first nine months of 2011, down $16.0 million from the interest expense recorded in the prior-year period. The decline was driven by reduced average borrowing levels, lower average interest rates on borrowings and a decline in amortization of debt issuance costs. Interest expense in the first nine months of 2010 included a $2.3 million noncash write-off of fees related to repayments of our term loans prior to their final extinguishment.

We recorded a $19.3 million charge for losses on extinguishment of debt during the first nine months of 2010 related to debt refinancing. The charge included a write-off of unamortized fees and the difference between the carrying value and the fair market value of the portion of our 6.5% Convertible Notes purchased pursuant to a tender offer and a write-off of unamortized fees associated with our previous credit facility. We did not record any charges for extinguishment of debt in the first nine months of 2011.

Miscellaneous expense, net for the first nine months of 2011 was $0.5 million, down from $2.5 million in the prior-year period. As a part of our miscellaneous expense in the first nine months 2010, we recorded a net pre-tax gain of $7.8 million as a result of a business combination related to certain decoration materials for ceramic and glass products. In addition, we recorded charges of $6.8 million to settle our interest rate swaps in connection with the extinguishment of term loans that were part of our previous credit facility and a charge of $3.5 million for an increased reserve for environmental remediation costs related to a non-operating facility in Brazil.

Net income increased to $61.0 million in the first nine months of 2011 from $4.4 million in the first nine months of 2010. The increase was primarily driven by reduced restructuring and impairment charges, the absence of a loss on extinguishment of debt and lower interest expense. These positive additions to income were partially offset by reduced gross profit and increased income tax expense.


	Nine months ended
	September 30,
	2011		2010		$ Change			% Change
	(Dollars in thousands)
Segment Sales
Electronic Materials	$	538,790	$	488,714	$	50,076			10.2	%
Performance Coatings		453,546		414,546		39,000			9.4	%
Color and Glass Performance Materials		306,806		288,196		18,610			6.5	%
Polymer Additives		262,767		231,431		31,336			13.5	%
Specialty Plastics		132,745		124,365		8,380			6.7	%
Pharmaceuticals		18,443		17,662		781			4.4	%

Total segment sales	$	1,713,097	$	1,564,914	$	148,183			9.5	%

Segment Income
Electronic Materials	$	74,257	$	97,273	$	(23,016	)		(23.7	)%
Performance Coatings		30,462		35,226		(4,764	)		(13.5	)%
Color and Glass Performance Materials		29,789		26,457		3,332			12.6	%
Polymer Additives		14,807		13,797		1,010			7.3	%
Specialty Plastics		7,381		9,575		(2,194	)		(22.9	)%
Pharmaceuticals		2,977		388		2,589			667.3	%

Total segment income	$	159,673	$	182,716	$	(23,043	)		(12.6	)%

Electronic Materials Segment Results. Sales increased in Electronic Materials, driven by higher precious metal costs that are passed through to our customers as a portion of our product prices. Sales volume of conductive pastes for solar cell applications declined due to lower end-market demand and our customers’ excess inventory of solar power modules. Sales increased for a number of other metal pastes, metal powders and surface finishing products, which helped to partially offset the decline in sales of our solar pastes. Sales volume declined in dielectric powders, compared with the first nine months of 2010, as we exited the commodity dielectric powders market and closed our manufacturing site in the Netherlands during 2010. Changes in product pricing and mix, including increased precious metal prices, accounted for $106 million of increased sales and changes in foreign currency exchange rates contributed an additional $12 million to the higher sales during the period. Lower sales volume reduced sales growth by $68 million. Sales increases were driven by shipments from the United States and Asia-Pacific, while sales in Europe declined. Operating income declined as a result of a $20 million decline in gross profit and a $3 million increase in SG&A expenses. The decline in gross profit was primarily the result of lower sales volume of conductive paste products that are sold to customers who manufacture solar cells.

Performance Coatings Segment Results. Sales increased in Performance Coatings primarily as a result of higher product prices and changes in foreign currency exchange rates, partially offset by reduced sales volume. The increased product prices reflected higher raw material costs in the period. Changes in product pricing and mix accounted for approximately $35 million of the sales increase in the period, and changes in foreign currency exchange rates contributed an additional $17 million to sales growth. Lower sales volume reduced sales by $13 million. Sales growth was primarily driven by increased sales in Europe-Middle East-Africa and the United States, although sales grew in all regions. Operating profit declined as a result of a $6 million increase in SG&A expenses that was partially offset by a $1 million increase in gross profit. Changes in foreign currency exchange rates were a primary driver of the increased SG&A expenses.

Color and Glass Performance Materials Segment Results. Sales increased in Color and Glass Performance Materials as a result of changes in product pricing and mix and changes in foreign currency exchange rates, partially offset by reduced sales volume. Sales of certain metal oxide products were curtailed due to the closing of a manufacturing plant in Portugal during 2010, and sales were further reduced as a result of divesting certain precious metal preparation product lines, also during 2010. Changes in product pricing and mix accounted for $30 million of the overall sales increase during the first nine months of 2011, and changes in foreign currency exchange rates contributed an additional $14 million to sales growth. Lower sales volume reduced sales growth by $25 million. Sales growth occurred primarily in Europe-Middle East-Africa and the United States. Operating profit increased as a result of a $8 million improvement in gross profit that was partially offset by $5 million increase in SG&A expense. The improvement in gross profit was driven by an improved cost structure resulting from manufacturing rationalization activities during 2010. Changes in foreign currency exchange rates were a primary driver of the increased SG&A expenses.

Polymer Additives Segment Results. Sales increased in Polymer Additives primarily as a result of higher product prices. Changes in product prices and mix accounted for $30 million of the sales increase during the first nine months of 2011. Changes in foreign currency exchange rates contributed an additional $4 million to sales growth. Lower sales volume reduced sales by approximately $3 million. Sales increased in the United States and Europe-Middle East-Africa. Operating income was higher due to a $1 million increase in gross profit. SG&A expense was largely unchanged compared with the prior-year period.

Specialty Plastics Segment Results. Sales increased in Specialty Plastics primarily as a result of higher product prices, partially offset by reduced sales volume. Changes in product prices and mix accounted for $13 million in sales growth and changes in foreign currency exchange rates contributed approximately $2 million to the increased sales. Lower sales volume reduced sales by $7 million. The sales increase was driven primarily by growth in the United States and Europe-Middle East-Africa. Operating profit declined due to a $2 million decline in gross profit. The decline in gross profit was primarily related to reduced manufacturing volume. SG&A expense was largely unchanged compared with the prior-year period.

Pharmaceuticals Segment Results. Sales increased in Pharmaceuticals primarily as a result of improved product mix compared with the prior-year period. Operating profit increased due to a $2 million increase in gross profit and a $1 million decline in SG&A expenses. The improvement in gross profit was driven by improved manufacturing effectiveness and product mix changes.


	Nine months ended
	September 30,
	2011		2010		$ Change		% Change
	(Dollars in thousands)
Geographic Revenues
United States	$	830,880	$	778,140	$	52,740		6.8	%
International		882,217		786,774		95,443		12.1	%

Total	$	1,713,097	$	1,564,914	$	148,183		9.5	%

Sales increased in all regions during the first nine months of 2011 compared with the prior-year period. Sales originating in the United States accounted for 49% of net sales for the period compared with 50% in the first nine months of 2010. The increase in international sales was driven by growth in Europe-Middle East-Africa and Asia-Pacific. Sales recorded in each region include products exported to customers that are located in other regions.

Summary of Cash Flows for the nine months ended September 30, 2011 and 2010


	Nine months ended
	September 30,
	2011			2010			$ Change
	(Dollars in thousands)
Net cash (used for) provided by operating activities	$	(17,370	)	$	180,455		$	(197,825	)
Net cash used for investing activities		(49,356	)		(14,282	)		(35,074	)
Net cash provided by (used for) financing activities		58,833			(120,692	)		179,525
Effect of exchange rate changes on cash and cash equivalents		758			1,368			(610	)

(Decrease) increase in cash and cash equivalents	$	(7,135	)	$	46,849		$	(53,984	)

Details of net cash provided by (used for) operating activities were as follows:


	Nine months ended
	September 30,
	2011			2010			$ Change
	(Dollars in thousands)
Cash flows from operating activities:
Net income	$	61,034		$	4,420		$	56,614
Depreciation and amortization		48,523			59,510			(10,987	)
Precious metals deposits		28,086			112,434			(84,348	)
Accounts receivable		(63,733	)		(51,864	)		(11,869	)
Inventories		(41,550	)		(30,552	)		(10,998	)
Accounts payable		3,989			32,586			(28,597	)
Other changes in current assets and liabilities, net		(36,365	)		30,664			(67,029	)
Other adjustments, net		(17,354	)		23,257			(40,611	)

Net cash (used for) provided by operating activities	$	(17,370	)	$	180,455		$	(197,825	)

Cash flows from operating activities decreased by $197.8 million in the first nine months of 2011 compared with the prior-year period. Net income increased to $61.0 million in the first nine months of 2011 from $4.4 million in the first nine months of 2010. The increase was driven by the absence of losses on extinguishment of debt, reduced restructuring and impairment charges, and lower interest expense. These improvements were partially offset by decreased gross profit, increased income tax expense and increased SG&A expenses. Non-cash depreciation and amortization charges decreased to $48.5 million in the first three quarters of 2011 from $59.5 million in the first three quarters of 2010, primarily from lower amortization of debt issuance costs and discounts. The return of precious metal deposits provided $28.1 million of cash in the first nine months of 2011 and $112.4 million in the first nine months of 2010 due to additional credit lines not requiring collateral. Accounts receivable, inventories and accounts payable increased in the first nine months of both 2011 and 2010 in response to improved customer demand as worldwide markets continued to recover from the economic downturn in 2009 and increases in underlying raw material prices. Other changes in current assets and liabilities used $36.4 million of cash in the first three quarters of 2011, primarily from the payment of 2010 year-end incentive compensation and increases in other current assets. Other changes in current assets and liabilities provided $30.7 million of cash in the first three quarters of 2010, primarily from increases in incentive compensation accruals and income taxes payable. Other adjustments to reconcile net income to net cash (used for) provided by operating activities include noncash losses on extinguishment of debt, foreign currency gains and losses, restructuring charges, retirement benefits, and deferred taxes, as well as changes to other non-current assets and liabilities. In the first nine months of 2011, other adjustments used $17.4 million of cash, primarily for payments to retirement benefit plans. In the first nine months of 2010, other adjustments provided $23.3 million of cash, primarily from noncash losses on extinguishment of debt, noncash foreign currency losses, and restructuring charges exceeding cash payments.

Cash flows from investing activities decreased $35.1 million in the first nine months of 2011 compared with the prior-year period. Capital expenditures increased to $51.9 million in the first three quarters of 2011 from $27.7 million in the first three quarters of 2010 and are on track to reach approximately $70 million to $80 million for the year, as previously announced. In the first nine months of 2010, we received net proceeds of $5.9 million from the sale of certain of our business operations in precious metal preparations and lustres.

Cash flows from financing activities increased $179.5 million in the first nine months of 2011 compared with the prior-year period. In the first three quarters of 2011, we borrowed $45.0 million through our domestic accounts receivable asset securitization program, $13.1 million through our revolving credit facility and $9.7 million through our international accounts receivable sales programs, and we redeemed in cash all outstanding 7% Series A ESOP Convertible Preferred Stock for $9.4 million plus earned but unpaid dividends. In the same period of 2010, we issued $250.0 million of 7.875% Senior Notes, repaid $231.4 million of our term loan facility, repurchased $100.8 million of our Convertible Notes for $103.8 million, repaid $17.8 million on our domestic asset securitization program, and paid $10.5 million of debt issuance costs.

Capital Resources and Liquidity

7.875% Senior Notes

The Senior Notes were issued in 2010 at par, bear interest at a rate of 7.875% per year, payable semi-annually in arrears on February 15 and August 15 of each year, beginning February 15, 2011, and mature on August 15, 2018. The principal amount outstanding was $250.0 million at September 30, 2011, and December 31, 2010. We may redeem some or all of the Senior Notes beginning August 15, 2014, at prices ranging from 100% to 103.938% of the principal amount. In addition, through August 15, 2013, we may redeem up to 35% of the Senior Notes at a price equal to 107.875% of the principal amount using proceeds of certain equity offerings. We may also redeem some or all of the Senior Notes prior to August 15, 2014, at a price equal to the principal amount plus a defined applicable premium. The applicable premium on any redemption date is the greater of 1.0% of the principal amount of the note or the excess of (1) the present value at such redemption date of the redemption price of the note at August 15, 2014, plus all required interest payments due on the note through August 15, 2014, computed using a discount rate equal to the Treasury Rate as of the redemption date plus 50 basis points; over (2) the principal amount of the note.

6.50% Convertible Senior Notes

The Convertible Notes were issued in 2008, bear interest at a rate of 6.5% per year, payable semi-annually in arrears on February 15th and August 15th of each year, and mature on August 15, 2013. We separately account for the liability and equity components of the Convertible Notes in a manner that, when interest cost is recognized in subsequent periods, will reflect our nonconvertible debt borrowing rate at the time the Convertible Notes were issued. The effective interest rate on the liability component is 9.5%. Under certain circumstances, holders of the Convertible Notes may convert their notes prior to maturity. The Convertible Notes are unsecured obligations and rank equally in right of payment with any other unsecured, unsubordinated obligations. The principal amount outstanding was $35.8 million at September 30, 2011, and December 31, 2010. At September 30, 2011, we were in compliance with the covenants under the Convertible Notes’ indenture.

2010 Credit Facility

In 2010, we entered into the Third Amended and Restated Credit Agreement with a group of lenders for a five-year, $350 million multi-currency senior revolving credit facility (the “2010 Credit Facility”). At September 30, 2011, we had borrowed $13.1 million under this facility. The interest rate under the 2010 Credit Facility is the sum of (A) either (1) LIBOR or (2) the higher of the Federal Funds Rate plus 0.5%, the Prime Rate, or LIBOR plus 1.0% and (B) a variable margin based on the Company’s leverage. At September 30, 2011, the interest rate was 3.0%. We had no borrowings under this facility at December 31, 2010. The 2010 Credit Facility matures on August 24, 2015, and is secured by substantially all of Ferro’s assets.

Domestic Receivable Sales Programs

International Receivable Sales Programs

In 2011, we entered into several international programs to sell with recourse trade accounts receivable to financial institutions. Advances received under these programs are accounted for as borrowings secured by the receivables and included in net cash provided by financing activities. At September 30, 2011, commitments supporting these programs totaled $18.7 million, advances received were secured by $11.8 million of accounts receivable, and no additional borrowings were available under the programs. The interest rates under these programs are based on EURIBOR rates plus 1.75%. At September 30, 2011, the weighted-average interest rate was 3.2%.

Off Balance Sheet Arrangements

International Receivable Sales Programs. Prior to 2011, we maintained several international programs to sell without recourse trade accounts receivable to financial institutions. In the first quarter of 2011, these programs expired or were terminated. Advances received under these programs were accounted for as proceeds from the sales of receivables and included in net cash provided by operating activities. Ferro had received net proceeds under these programs of $3.4 million at December 31, 2010, for outstanding receivables.

Consignment Arrangements for Precious Metals. In the production of some of our products, we use precious metals, some of which we obtain from financial institutions under consignment agreements with terms of one year or less. The financial institutions retain ownership of the precious metals and charge us fees based on the amounts we consign. We had on hand precious metals owned by participants in our precious metals program of $225.5 million at September 30, 2011, and $205.7 million at December 31, 2010, measured at fair value based on market prices for identical assets. At December 31, 2010, we had delivered $28.1 million in cash collateral as a result of the market value of the precious metals under consignment exceeding the lines provided by some of the financial institutions. While no deposits were outstanding at September 30, 2011, we may be required to furnish additional cash collateral in the future based on the quantity and market value of the precious metals under consignment.

Serial Convertible Preferred Stock

Liquidity Requirements

Our liquidity requirements primarily include debt service, purchase commitments, labor costs, working capital requirements, restructuring expenditures, capital investments, precious metals cash collateral requirements, and postretirement obligations. We expect to meet these requirements in the long term through cash provided by operating activities and availability under existing credit facilities or other financing arrangements. Cash flows from operating activities are primarily driven by earnings before noncash charges and changes in working capital needs. In the first three quarters of 2011, cash flows from financing activities were used to fund our operating and investing activities. We had additional borrowing capacity of $342.9 million at September 30, 2011 and $402.1 million at December 31, 2010, available under various credit facilities, primarily our revolving credit facility. We have taken a variety of actions to enhance liquidity, including restructuring activities and suspension of dividend payments on our common stock.

Our level of debt, debt service requirements, and ability to access credit markets could have important consequences to our business operations and uses of cash flows. The Company has recently accessed credit markets for the following transactions. In 2010, we issued 7.875% Senior Notes, which mature in 2018, and entered into the 2010 Credit Facility, which matures in 2015. In 2011, we entered into several international accounts receivable sales programs and extended our domestic asset securitization facility.

We may from time to time seek to retire or repurchase our outstanding debt through open market purchases, privately negotiated transactions, or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. The amounts involved may be material.

Difficulties experienced in global capital markets could affect the ability or willingness of counterparties to perform under our various lines of credit, receivable sales programs, forward contracts, and precious metals program. These counterparties are major, reputable, multinational institutions, all having investment-grade credit ratings, except for one, which is not rated. Accordingly, we do not anticipate counterparty default. However, an interruption in access to external financing could adversely affect our business prospects and financial condition.

We assess on an ongoing basis our portfolio of businesses, as well as our financial and capital structure, to ensure that we have sufficient capital and liquidity to meet our strategic objectives. As part of this process, from time to time we evaluate the possible divestiture of businesses that are not critical to our core strategic objectives and, where appropriate, pursue the sale of such businesses. We also evaluate and pursue acquisition opportunities that we believe will enhance our strategic position. Generally, we publicly announce divestiture and acquisition transactions only when we have entered into definitive agreements relating to those transactions.

Critical Accounting Policies and Their Application

There were no material changes to our critical accounting policies described in “Critical Accounting Policies” within Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

New Accounting Pronouncements Not Yet Adopted

Risk Factors

Certain statements contained here and in future filings with the SEC reflect the Company’s expectations with respect to future performance and constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are subject to a variety of uncertainties, unknown risks and other factors concerning the Company’s operations and business environment, which are difficult to predict and are beyond the control of the Company. Factors that could adversely affect our future financial performance are described under the heading “Risk Factors” in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2010.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our exposure to instruments that are sensitive to fluctuations in interest rates and foreign currency exchange rates.

Our exposure to interest rate risk arises from our debt portfolio. We manage this risk by controlling the mix of fixed-rate versus variable-rate debt after considering the interest rate environment and expected future cash flows. Our objective is to limit variability in earnings, cash flows and overall borrowing costs caused by changes in interest rates, while preserving operating flexibility.

We operate internationally and enter into transactions denominated in foreign currencies. These transactions expose us to gains and losses arising from exchange rate movements between the dates foreign currencies are recorded and the dates they are settled. We manage this risk by entering into forward currency contracts that offset these gains and losses.

The notional amounts, net carrying amounts of assets (liabilities), and fair values associated with our exposure to these market risks and sensitivity analyses about potential gains (losses) resulting from hypothetical changes in market rates are presented below:


	September 30,			December 31,
	2011			2010
	(Dollars in thousands)
Variable-rate debt and utilization of accounts receivable sales programs:
Change in annual interest expense from 1% change in interest rates	$	686		$	41
Fixed-rate debt:
Carrying amount		289,374			283,368
Fair value		290,337			302,942
Change in fair value from 1% increase in interest rates		(13,287	)		(15,635	)
Change in fair value from 1% decrease in interest rates		14,154			16,759
Foreign currency forward contracts:
Notional amount		278,512			187,291
Carrying amount and fair value		10,871			(240	)
Change in fair value from 10% appreciation of U.S. dollar		12,849			7,735
Change in fair value from 10% depreciation of U.S. dollar		(15,705	)		(9,454	)

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Ferro is committed to maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to its management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rule 13a-15(b) of the Exchange Act, Ferro has carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and its Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures. The evaluation examined those disclosure controls and procedures as of September 30, 2011, the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that the disclosure controls and procedures were effective as of September 30, 2011.

Changes in Internal Control over Financial Reporting

During the third quarter of 2011, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

On September 30, 2011, the United States Environmental Protection Agency (“USEPA”) issued a complaint and notice of opportunity for a hearing and proposed a civil administrative penalty assessment to the Company for alleged violations regarding the laws and regulations of the Clean Air Act at our Bridgeport, New Jersey, facility. We plan to contest the allegations of the complaint and the amount of the proposed penalty assessment. We cannot determine the outcome of anticipated settlement negotiations at this time, but we do not expect the ultimate outcome of this penalty assessment and any associated expenses to have a material effect on the financial position, results of operations, or cash flows of the Company.

Item 1A. Risk Factors

There were no material changes to the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table summarizes purchases of our common stock by the Company and affiliated purchasers during the three months ended September 30, 2011:

Total Number

Maximum

of Shares

Number of

Purchased as

Shares that

Part of

May Yet Be

Publicly

Purchased

Total Number

Announced

Under the

of Shares

Average Price

Plans or

Purchased (1)

Paid per Share

Programs

(In thousands, except for per share amounts)

July 1, 2011 to July 31, 2011

13.81

—

August 1, 2011 to August 31, 2011

—

September 1, 2011 to September 30, 2011

8.12

—

Total

—


(1)		Consists of shares of common stock surrendered by employees to meet minimum tax withholding obligations under current and previous long-term incentive plans and shares of common stock purchased through a rabbi trust as investments of participants in our Deferred Compensation Plan for Non-employee Directors.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. (Removed and Reserved)

Item 5. Other Information

Not applicable.

Item 6. Exhibits

The exhibits listed in the attached Exhibit Index are the exhibits required by Item 601 of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	FERRO CORPORATION (Registrant)
Date: October 26, 2011
	/s/ James F. Kirsch
	James F. Kirsch
	Chairman, President and Chief Executive Officer (Principal Executive Officer)


Date: October 26, 2011	/s/ Thomas R. Miklich
	Thomas R. Miklich
	Vice President and Chief Financial Officer (Principal Financial Officer)

EXHIBIT INDEX

The following exhibits are filed with this report or are incorporated here by reference to a prior filing in accordance with Rule 12b-32 under the Securities and Exchange Act of 1934.

Exhibit:


3		Articles of incorporation and by-laws:

3.1		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.)

3.5		Ferro Corporation Amended and Restated Code of Regulations. (Reference is made to Exhibit 3.4 to Ferro Corporation’s Quarterly Report for the quarter ended September 30, 2010, which Exhibit is incorporated here by reference.)

4		Instruments defining rights of security holders, including indentures:

4.1		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.)

4.3		Form of Indenture, by and between Ferro Corporation and Wilmington Trust FSB (Reference is made to Exhibit 4.1 to Ferro Corporation’s Registration Statement on Form S-3ASR, filed July 27, 2010, which Exhibit is incorporated here by reference.)

4.4		First Supplemental Indenture, dated August 24, 2010, by and between Ferro Corporation and Wilmington Trust FSB (with Form of 7.875% Senior Notes due 2018). (Reference is made to Exhibit 4.1 to Ferro Corporation’s Current Report on Form 8-K, filed August 24, 2010, 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		Material Contracts:

10.1		First Amendment to Purchase Agreement, dated as of May 31, 2011, between Ferro Corporation and Ferro Pfanstiehl Laboratories, Inc. (Reference is made to Exhibit 10.1 to Ferro Corporation’s Current Report on Form 8-K, filed June 3, 2011, which Exhibit is incorporated here by reference.)

10.2		First Amendment to Purchase and Contribution Agreement, dated as of May 31, 2011, between Ferro Corporation and Ferro Finance Corporation. (Reference is made to Exhibit 10.2 to Ferro Corporation’s Current Report on Form 8-K, filed June 3, 2011, which Exhibit is incorporated here by reference.)

10.3		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. (Reference is made to Exhibit 10.3 to Ferro Corporation’s Current Report on Form 8-K, filed June 3, 2011, which Exhibit is incorporated here by reference.)

Exhibit:


31		Certifications:

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.

101		XBRL Documents:

101.INS		XBRL Instance Document*

101.SCH		XBRL Schema Document*

101.CAL		XBRL Calculation Linkbase Document*

101.LAB		XBRL Labels Linkbase Document*

101.PRE		XBRL Presentation Linkbase Document*

101.DEF		XBRL Definition Linkbase Document*


*		In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

TABLE OF CONTENTS

Part I Financial Informationprint Item 1. Financial Statements (unaudited)print Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operationsprint Item 3. Quantitative and Qualitative Disclosures About Market Riskprint Item 4. Controls and Proceduresprint Part II Other Informationprint Item 1. Legal Proceedingsprint Item 1A. Risk Factorsprint Item 2. Unregistered Sales Of Equity Securities and Use Of Proceedsprint Item 3. Defaults Upon Senior Securitiesprint Item 4. (removed and Reserved)print Item 5. Other Informationprint Item 6. Exhibits The Exhibits Listed in The Attached Exhibit Index Are The Exhibits Required By Item 601 Of Regulation S-k. 33print Item 6. Exhibitsprint

Exhibits

EX-31.1 EX-31.2 EX-32.1 EX-32.2

DIRECTORS	AGE	BIO	OTHER DIRECTOR MEMBERSHIPS
Ronald P Vargo		Mr. Vargo served as Vice President and Chief Financial Officer of ICF International, a leading provider of consulting services and technology solutions to government and commercial clients, from April 2010 until May 2011. Prior to joining ICF International, Mr. Vargo served as the Executive Vice President and Chief Financial Officer of Electronic Data Systems (“EDS”) and served as a member of the EDS Executive Committee. Mr. Vargo joined EDS in 2004 as Vice President and Treasurer and was promoted to Chief Financial Officer in 2006. Before joining EDS, Mr. Vargo served as Corporate Treasurer and Vice President of Investor Relations at TRW Inc., now part of Northrop Grumman, until 2003. He began his career with General Electric in 1976 and also served in numerous leadership positions at BP plc (“BP”) and the Standard Oil Company, which was acquired by BP.
Peter T Thomas		PETER T. THOMAS Age: First Became a Ferro Director: Other Public Company Board Directorships: Skills and Qualifications:
ofCommonStockUnderlyingOptions
Marran H Ogilvie		Ms. Ogilvie has served as a director of Four Corners Property Trust, Inc., a real estate investment trust, since 2015, and as a director for GCP Applied Technologies, Inc., a global provider of construction product technologies, since March 2019. Ms. Ogilvie also has agreed to serve as a director of Oaktree Acquisition Corp. III, a special purpose acquisition corporation, effective upon the completion of its initial public offering.
Mark H Duesenberg		Prior to his appointment as interim President and Chief Executive Officer, Mr. Thomas served as the Operating Vice President of Ferro’s Polymer and Ceramic Engineered Materials Group, which included its Polymer Additives, Specialty Plastics, Tile Coatings, Porcelain Enamel, and Pharmaceuticals businesses. Mr. Thomas joined Ferro in 2000 as Director of Sales for Polymer Additives. Prior to joining Ferro, Mr. Thomas was Vice President of the Oleochemical-Derivatives business unit for Witco Corporation. He also held positions at Witco Corporation as Vice President of Sales and Global Market Director.
David A Lorber		DAVID A. LORBER* Age: First Became a Ferro Director: Other Public Company Board Directorships Committee Assignments: Skills and Qualifications: *Lead Director
Benjamin Schlater		The long-term incentive grants the Committee approved for Mr. Thomas, Mr. Schlater, and Mr. Duesenberg were comprised of restricted share units (20%), stock options (30%), and performance share units (50%). In determining the size of the long-term incentive grants, the Committee evaluated competitive market data and discussed other relevant factors, including the experience and retention of the NEOs and the strategic direction of the Company. The Committee approved base salary and long-term incentive award increases for Mr. Thomas and Mr. Schlater to align pay with market median.
Andrew M Ross		Mr. Ross is the former President of the Pigments and Additives business of Rockwood Holdings, Inc. (“Rockwood”), a performance additives and titanium dioxide business that was sold to Huntsman Pigments in October 2014. Prior to that position, he served in various management roles and led initiatives at Rockwood that significantly increased the sales and profitability of its color pigments business, including several multi-national acquisitions, acquisition integrations, and operational efficiency optimization projects. Mr. Ross’ career has included senior leadership roles in family-owned, private equity-sponsored, and publicly traded companies. Mr. Ross currently serves as a member of the board of Bartek Ingredients, Inc., a privately held company. Mr. Ross has served as a director for GCP Applied Technologies, Inc., a global provider of construction product technologies, since 2020, and serves on the audit committee and strategy/operations/risk committee.
Allen A Spizzo		ALLEN A. SPIZZO Age: First Became a Ferro Director: Other Public Company Board Directorships Committee Assignments: Skills and Qualifications:

Name and Principal Position	Year		Salary⁽¹⁾		Bonus⁽²⁾		Stock Awards⁽³⁾		Option Awards⁽⁴⁾		Non-Equity Incentive Plan Compensation⁽⁵⁾		Change in Pension Value and Non- Qualified Deferred Compensation Earnings⁽⁶⁾		All Other Compensation⁽⁷⁾		Total
			$		$		$		$		$		$		$		$
Peter T. Thomas President and Chief Executive Officer		2020		1,000,000		—		2,336,544		1,003,200		825,000		74,570		184,838		5,424,152
		2019		968,800		—		2,418,728		958,854		362,300		38,957		234,211		4,981,850
		2018		940,600		—		2,020,518		769,824		829,600		—		293,131		4,853,673
Benjamin Schlater Vice President and Chief Financial Officer		2020		476,800		—		512,400		220,176		255,684		—		42,281		1,507,341
		2019		449,800		—		518,810		205,746		109,300		—		52,292		1,335,948
		2018		436,700		—		385,175		147,015		250,400		—		63,036		1,282,326
Mark H. Duesenberg Vice President, General Counsel and Secretary		2020		461,500		—		389,424		167,376		247,479		—		70,767		1,336,546
		2019		448,100		—		422,204		167,573		108,900		—		86,380		1,233,157
		2018		435,000		—		354,361		134,541		249,400		—		89,264		1,262,566

Supplier name	Ticker
Air Products and Chemicals, Inc.	APD
ABB Ltd	ABB
DuPont de Nemours, Inc.	DD
Emerson Electric Co.	EMR
Dow Inc.	DOW
Parker-Hannifin Corporation	PH
PPG Industries, Inc.	PPG
Rockwell Automation, Inc.	ROK
Ecopetrol S.A.	EC
Ecopetrol S.A.	EC
FMC Corporation	FMC
Albemarle Corporation	ALB

FOE 10-Q Quarter ended Sept. 30, 2011

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Exhibits