FOE 10-Q Quarterly Report March 31, 2019

FOE 10-Q Quarter ended March 31, 2019

Exhibits

Exhibits

FERRO CORP

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10-Q 1 foe-20190331x10q.htm 10-Q 20190331

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rti 8Mag

Mag

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


( Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2019


☐	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 (State or other jurisdiction of incorporation or organization)		34-0217820 (I.R.S. Employer Identification No.)

	6060 Parkland Boulevard Suite 250 Mayfield Heights, OH (Address of principal executive offices)		44124 (Zip Code)

	216-875-5600 (Registrant’s telephone number, including area code)

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 ☒ NO ☐

Indicate by check mark whether the registrant h as submitted electronically every Interactive Data File req uired to be submitted 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 s uch files). YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated fi ler, a non-accelerated filer, smaller reporting company or an emerging growth company . See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company , ” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

At March 31 , 2019 , there were 81,931 , 42 8 shares of Ferro Common Stock, par value $1.00, outstanding.

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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	26
Item 3. Quantitative and Qualitative Disclosures about Market Risk	37
Item 4. Controls and Procedures	38
PART II
Item 1. Legal Proceedings	39
Item 1A. Risk Factors	39
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3. Defaults Upon Senior Securities	39
Item 4. Mine Safety Disclosures	40
Item 5. Other Information	40
Item 6. Exhibits	40

Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Ferro Corporation and Subsidiaries

Condensed Consolidated Statements of Operations



	Three Months Ended
	March 31,
	2019		2018
	(Dollars in thousands, except per share amounts)
Net sales	$	387,548	$	405,532
Cost of sales		285,692		286,846
Gross profit		101,856		118,686
Selling, general and administrative expenses		72,080		73,092
Restructuring and impairment charges		2,127		4,106
Other expense (income):
Interest expense		8,545		7,962
Interest earned		(87)		(201)
Foreign currency losses, net		738		1,840
Miscellaneous expense, net		275		775
Income before income taxes		18,178		31,112
Income tax expense		4,300		7,514
Net income		13,878		23,598
Less: Net income attributable to noncontrolling interests		274		207
Net income attributable to Ferro Corporation common shareholders	$	13,604	$	23,391
Earnings per share attributable to Ferro Corporation common shareholders:
Basic earnings per share	$	0.16	$	0.28
Diluted earnings per share	$	0.16	$	0.27

See accompanying notes to condensed consolidated financial statements.

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Ferro Corporation and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income



	Three Months Ended
	March 31,
	2019		2018
	(Dollars in thousands)
Net income	$	13,878	$	23,598
Other comprehensive income, net of income tax:
Foreign currency translation income		3,508		5,787
Cash flow hedging instruments, unrealized (loss) gain		(4,314)		1,314
Postretirement benefit liabilities income		—		7
Other comprehensive (loss) income, net of income tax		(806)		7,108
Total comprehensive income		13,072		30,706
Less: Comprehensive income attributable to noncontrolling interests		380		335
Comprehensive income attributable to Ferro Corporation	$	12,692	$	30,371

See accompanying notes to condensed consolidated financial statements.

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Ferro Corporation and Subsidiaries

Condensed Consolidated Balance Sheets



	March 31,		December 31,
	2019		2018
	(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	57,637	$	104,301
Accounts receivable, net		329,149		306,882
Inventories		366,628		356,998
Other receivables		86,022		91,143
Other current assets		25,474		23,960
Total current assets		864,910		883,284
Other assets
Property, plant and equipment, net		385,079		381,341
Goodwill		214,815		216,464
Intangible assets, net		179,349		184,953
Deferred income taxes		103,433		103,488
Operating leased assets		27,110		—
Other non-current assets		48,710		42,930
Total assets	$	1,823,406	$	1,812,460
LIABILITIES AND EQUITY
Current liabilities
Loans payable and current portion of long-term debt	$	10,156	$	10,260
Accounts payable		205,486		256,573
Accrued payrolls		33,305		39,989
Accrued expenses and other current liabilities		90,466		77,995
Total current liabilities		339,413		384,817
Other liabilities
Long-term debt, less current portion		860,441		811,137
Postretirement and pension liabilities		172,185		173,046
Operating leased non-current liabilities		17,562		—
Other non-current liabilities		57,908		57,611
Total liabilities		1,447,509		1,426,611
Equity
Ferro Corporation shareholders’ equity:
Common stock, par value $1 per share; 300.0 million shares authorize d; 93.4 million shares issued ; 81.9 million and 83 .0 million shares outstanding at March 31, 2019, and December 31, 2018, respectively		93,436		93,436
Paid-in capital		291,677		298,123
Retained earnings		269,582		255,978
Accumulated other comprehensive loss		(106,273)		(105,361)
Common shares in treasury, at cost		(182,123)		(165,545)
Total Ferro Corporation shareholders’ equity		366,299		376,631
Noncontrolling interests		9,598		9,218
Total equity		375,897		385,849
Total liabilities and equity	$	1,823,406	$	1,812,460

See accompanying notes to condensed consolidated financial statements.

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Ferro Corporation and Subsidiaries

Condensed Consolidated Statements of Equity



	Ferro Corporation Shareholders
	Common Shares									Accumulated
	in Treasury									Other		Non-
				Common		Paid-in		Retained		Comprehensive		controlling		Total
	Shares	Amount		Stock		Capital		Earnings		(Loss)		Interests		Equity
	(In thousands)
Balances at December 31, 2017	9,386		(147,056)	$	93,436	$	302,158		171,744		(75,468)		11,866	$	356,680
Net income	—		—		—		—		23,391		—		207		23,598
Other comprehensive income	—		—		—		—		—		6,980		128		7,108
Stock-based compensation transactions	(349)		8,209		—		(6,986)		—		—		—		1,223
Change in ownership interests	—		—		—		789		—		—		(2,228)		(1,439)
Adjustment for accounting standards update 2016-16	—		—		—		—		4,141		—		—		4,141
Balances at March 31, 2018	9,037		(138,847)		93,436		295,961		199,276		(68,488)		9,973		391,311

Balances at December 31, 2018	10,433		(165,545)		93,436		298,123		255,978		(105,361)		9,218		385,849
Net income	—		—		—		—		13,604		—		274		13,878
Other comprehensive (loss) income	—		—		—		—		—		(912)		106		(806)
Purchase of treasury stock	1,441		(25,000)		—		—		—		—		—		(25,000)
Stock-based compensation transactions	(370)		8,422		—		(6,446)		—		—		—		1,976
Balances at March 31, 2019	11,504	$	(182,123)	$	93,436	$	291,677	$	269,582	$	(106,273)	$	9,598	$	375,897

See accompanying notes to condensed consolidated financial statements.

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Ferro Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows



	Three Months Ended
	March 31,
	2019		2018
	(Dollars in thousands)
Cash flows from operating activities
Net cash used in operating activities	$	(67,527)	$	(34,285)
Cash flows from investing activities
Capital expenditures for property, plant and equipment and other long lived assets		(23,326)		(20,682)
Collections of financing receivables		20,186		—
Business acquisitions, net of cash acquired		(251)		(2,352)
Other investing activities		—		22
Net cash used in investing activities		(3,391)		(23,012)
Cash flows from financing activities
Net borrowings under loans payable		33		9,742
Principal payments on term loan facility - Credit Facility		—		(1,664)
Principal payments on term loan facility - Amended Credit Facility		(2,050)		—
Proceeds from revolving credit facility - Credit Facility		—		119,550
Principal payments on revolving credit facility - Credit Facility		—		(79,367)
Proceeds from revolving credit facility - Amended Credit Facility		104,174		—
Principal payments on revolving credit facility - Amended Credit Facility		(52,866)		—
Acquisition-related contingent consideration payment		—		(348)
Purchase of treasury stock		(25,000)		—
Other financing activities		(414)		(2,133)
Net cash provided by financing activities		23,877		45,780
Effect of exchange rate changes on cash and cash equivalents		377		1,262
Decrease in cash and cash equivalents		(46,664)		(10,255)
Cash and cash equivalents at beginning of period		104,301		63,551
Cash and cash equivalents at end of period	$	57,637	$	53,296
Cash paid during the period for:
Interest	$	8,232	$	7,314
Income taxes	$	3,940	$	4,575

See accompanying notes to condensed consolidated financial statements.

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Ferro Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Ferro Corporation (“Ferro,” “we,” “us” or “the Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X. These statements reflect all normal and recurring adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the periods presented. The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These interim condensed consolidated financial statements 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, 2018.

We produce our products primarily in the Europe, Middle East and Africa (“EMEA”) region, the United States (“U.S.”), the Asia Pacific region, and Latin America.

Operating results for the three months ended March 31, 2019, are not necessarily indicative of the results expected in subsequent quarters or for the full year ending December 31, 2019.

2. Recent Accounting Pronouncements

Recently Adopted Accounting Standards

On January 1, 2019, we adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2016-02, Leases: (Topic 842), using the new transition method under ASU 2018-11, Targeted Improvements. ASU 2016-02 requires companies to recognize a lease liability and asset on the balance sheet for operating leases with a term greater than one year. ASU 2018-11 provided an additional transition method to adopt the new leasing standard. Under this new transition method, an entity initially applies the new leasing standard using a cumulative-effect adjustment to the opening balance of retained earnings but will continue to report comparative periods under existing guidance in accordance with ASC 840, Leases .

We elected the package of practical expedients permitted under the transition guidance, which allowed us to carryforward our historical lease classification, our assessment on whether a contract is or contains a lease, and our initial direct costs for any leases that exist prior to adoption of the new standard. We also elected to combine lease and non-lease components for all asset classes. We elected the short-term lease recognition exemption for all leases that qualify. Consequently, for those leases that qualify, we will not recognize right of use assets or lease liabilities on the balance sheet. The impact of adoption resulted in $28.6 million recognized as total right-of-use assets and total lease liabilities on our consolidated balance sheet as of January 1, 2019. Other than this impact, the adoption of ASU 2016-02 did not have a material impact on our remaining consolidated financial statements.

On January 1, 2019, we adopted FASB ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. ASU 2018-02 allows a reclassification from Accumulated Other Comprehensive (Loss) Income to Retained Earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act and requires certain disclosures about stranded tax effects. The Company has elected not to reclassify the stranded tax effects due to the Tax Cuts and Jobs Act within Accum ulated Other Comprehensive Loss. As such, the adoption of this standard did not impact our consolidated financial statements.

On January 1, 2019, we adopted FASB ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 modifies the disclosure requirements on fair valu e measurements. The Company update d the disclosures for the fair value measurements in accordance with the standard updates.

New Accounting Standards Not Yet Adopted

In August 2018, the FASB issued ASU 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans. ASU 2018-14 modifies

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disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. This pronouncement is effective for fiscal years beginning after December 15, 2020. The Company is in the process of assessing the impact that the adoption of this ASU will have on our consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other: (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 is intended to simplify the subsequent measurement of goodwill by eliminating Step 2 from the current goodwill impairment test. This pronouncement is effective for the annual or any interim goodwill impairment tests conducted in fiscal years beginning after December 15, 2019. The Company is in the process of assessing the impact that the adoption of this ASU will have on our consolidated financial statements.

No other new accounting pronouncements issued had, or are expected to have, a material impact on the Company’s consolidated financial statements.

3. Revenue

Revenues disaggregated by geography and reportable segment for the three months ended March 31, 2019, follow:


	EMEA		United States		Asia Pacific		Latin America		Total
	(Dollars in thousands)
Performance Coatings	$	113,426	$	11,691	$	22,865	$	22,365	$	170,347
Performance Colors and Glass		57,448		40,288		16,570		6,539		120,845
Color Solutions		35,567		43,599		8,825		8,365		96,356
Total net sales	$	206,441	$	95,578	$	48,260	$	37,269	$	387,548

Revenues disaggregated by geography and reportable segment for the three months ended March 31, 2018, follow:


	EMEA		United States		Asia Pacific		Latin America		Total
	(Dollars in thousands)
Performance Coatings	$	119,116	$	12,819	$	25,947	$	26,766	$	184,648
Performance Colors and Glass		61,344		37,091		16,515		5,555		120,505
Color Solutions		40,483		41,626		9,938		8,332		100,379
Total net sales	$	220,943	$	91,536	$	52,400	$	40,653	$	405,532

4. Acquisitions

Quimicer, S.A.

On October 1, 2018, the Company acquired 100% of the equity interests of Quimicer, S.A. (“Quimicer”), for €32. 2 million (approximately $37. 4 million), including the assumption of debt of € 5. 2 million (approximately $6.1 million) . The information included herein has been prepared based on the preliminary allocation of the purchase price using estimates of the fair value and useful lives of the assets acquired and liabilities assumed, which were determined with the assistance of third parties who performed independent valuations using discounted cash flow and comparative market approaches, and estimates made by management. As of March 31, 2019, the purchase price allocation is subject to further adjustment until all information is fully evaluated by the Company. The Company

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preliminarily recorded $21.5 million of personal and real property, $15.9 million of net working capital, $3.0 million of goodwill and $3.0 million of deferred tax liability on the condensed consolidated balance sheet.

UWiZ Technology Co., Ltd.

On September 25, 2018, the Company acquired 100% of the equity interests of UWiZ Technology Co., Ltd. (“UWiZ”) for NTD 823 .4 million (approximately $26.9 million) in cash . The information included herein has been prepared based on the preliminary allocation of the purchase price using estimates of the fair value and useful lives of the assets acquired and liabilities assumed, which were determined with the assistance of third parties who performed independent valuations using discounted cash flow and comparative market approaches, and estimates made by management. As of March 31, 2019, the purchase price allocation is subject to further adjustment until all information is fully evaluated by the Company. The Company preliminarily recorded $12. 5 million of net working capital, $7. 1 million of goodwill, $6. 6 million of amortizable intangible assets, $2. 4 million of personal and real property and $1. 7 million of deferred tax liability on the condensed consolidated balance sheet.

Ernst Diegel GmbH

On August 31, 2018, the Company acquired 100% of the equity interests of Ernst Diegel GmbH (“Diegel”), including the real property of a related party, for €12. 1 million (approximately $14.0 million) in cash . The information included herein has been prepared based on the preliminary allocation of the purchase price using estimates of the fair value and useful lives of the assets acquired and liabilities assumed, which were determined with the assistance of third parties who performed independent valuations using discounted cash flow and comparative market approaches, and estimates made by management. As of March 31, 2019, the purchase price allocation is subject to further adjustment until all information is fully evaluated by the Company. The Company preliminarily recorded $7. 0 million of personal and real property, $4. 8 million of net working capital, $2. 0 million of amortizable intangible assets, $ 1.7 million of goodwill and $1. 5 million of deferred tax liability on the condensed consolidated balance sheet.

MRA Laboratories, Inc.

On July 12, 2018, the Company acquired 100% of the equity interests of MRA Laboratories, Inc. (“MRA”) for $16. 0 million in cash . The information included herein has been prepared based on the preliminary allocation of the purchase price using estimates of the fair value and useful lives of the assets acquired and liabilities assumed, which were determined with the assistance of third parties who performed independent valuations using discounted cash flow and comparative market approaches, and estimates made by management. As of March 31, 2019, the purchase price allocation is subject to further adjustment until all information is fully evaluated by the Company. The Company preliminarily recorded $7. 2 million of goodwill, $6. 7 million of amortizable intangible assets, $3. 4 million of net working capital, $1. 6 million of deferred tax liability and $0. 3 million of personal and real property on the condensed consolidated balance sheet.

PT Ferro Materials Utama

On June 29, 2018, the Company acquired 66% of the equity interests of PT Ferro Materials Utama (“FMU”) for $2.7 million in cash, in addition to the forgiveness of debt of $9.2 million, bringing our total ownership to 100%. The Company previously recorded its investment in FMU as an equity method investment, and following this transaction, the Company fully consolidates FMU. Due to the change of control that occurred, the Company recorded a gain on purchase related to the difference between the Company’s carrying value and fair value of the previously held equity method investment.

Gardenia Quimica S.A.

On August 3, 2017, the Company acquired a majority interest of Gardenia Quimica S.A. (“Gardenia”) for $3.0 million . The Company previously owned 46% of Gardenia and recorded it as an equity method investment. Following this transaction, the Company owned 83.5% and fully consolidates Gardenia. On March 1, 2018, the Company acquired the remaining equity interest in Gardenia for $1. 4 million.

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5. Inventories



	March 31,		December 31,
	2019		2018
	(Dollars in thousands)
Raw materials	$	118,651	$	116,219
Work in process		60,297		55,884
Finished goods		187,680		184,895
Total inventories	$	366,628	$	356,998

In the production of some of our products, we use precious metals, 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 $1.1 million and $0.4 million for the three months ended March 31, 2019 and 2018, respectively. We had on-hand precious metals owned by participants in our precious metals consignment program of $53.6 million at March 31, 2019, and $55.2 million at December 31, 2018, measured at fair value based on market prices for identical assets.

6. Property, Plant and Equipment

Property, plant and equipment is reported net of accumulated depreciation of $527.3 million at March 31, 2019, and $523.4 million at December 31, 2018. Unpaid capital expenditure liabilities, which are non-cash investing activities, were $8.4 million at March 31, 2019, and $4.8 million at March 31, 2018.

7. Goodwill and Other Intangible Assets

Details and activity in the Company’s goodwill by segment follow:


					Performance
	Performance		Color		Colors and
	Coatings		Solutions		Glass		Total
	(Dollars in thousands)
Goodwill, net at December 31, 2018	$	44,352	$	50,545	$	121,567	$	216,464
Foreign currency adjustments		(855)		(319)		(475)		(1,649)
Goodwill, net at March 31, 2019	$	43,497	$	50,226	$	121,092	$	214,815


	March 31,		December 31,
	2019		2018
	(Dollars in thousands)
Goodwill, gross	$	273,282	$	274,931
Accumulated impairment		(58,467)		(58,467)
Goodwill, net	$	214,815	$	216,464

Goodwill is tested for impairment at the reporting unit level on an annual basis in the fourth quarter, and between annual tests if an event occurs, or circumstances change, that would more likely than not reduce the fair value of a reporting unit below its carrying value. As of March 31, 2019, the Company is not aware of any events or circumstances that occurred which would require a goodwill impairment test.

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Amortizable intangible assets consisted of the following:


	March 31,		December 31,
	2019		2018
	(Dollars in thousands)
Gross amortizable intangible assets:
Patents	$	5,430	$	5,462
Land rights		4,846		4,773
Technology/know-how and other		131,515		132,084
Customer relationships		99,217		100,368
Total gross amortizable intangible assets		241,008		242,687
Accumulated amortization:
Patents		(5,409)		(5,440)
Land rights		(2,966)		(2,909)
Technology/know-how and other		(51,384)		(48,898)
Customer relationships		(18,635)		(17,306)
Total accumulated amortization		(78,394)		(74,553)
Amortizable intangible assets, net	$	162,614	$	168,134

Indefinite-lived intangible assets consisted of the following:

8. Debt

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



	March 31,		December 31,
	2019		2018
	(Dollars in thousands)
Loans payable	$	—	$	50
Current portion of long-term debt		10,156		10,210
Loans payable and current portion of long-term debt	$	10,156	$	10,260

Long-term debt consisted of the following:



	March 31,		December 31,
	2019		2018
	(Dollars in thousands)

Term loan facility, net of unamortized issuance costs, maturing 2024 (1)	$	807,208	$	809,022
Revolving credit facility		51,308		—
Capital lease obligations		3,972		3,963
Other notes		8,109		8,362
Total long-term debt		870,597		821,347
Current portion of long-term debt		(10,156)		(10,210)
Long-term debt, less current portion	$	860,441	$	811,137

(1) The carrying value of the term loan facility, maturing 2024, is net of unamortized debt issuance costs of $4.6 million at March 31, 2019, and $4.8 million at December 31, 2018.

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Amended Credit Facility

On April 25, 2018, the Company entered into an amendment (the “Amended Credit Facility”) to its existing credit facility (the “Credit Facility”) which Amended Credit Facility (a) provided a new revolving facility (the “2018 Revolving Facility”), which replaced the Company’s existing revolving facility, (b) repriced the (“Tranche B-1 Loans”), (c) provided new tranches of term loans (“Tranche B-2 Loans” and “Tranche B-3 Loans”) denominated in U.S. dollars and will be used for ongoing working capital requirements and general corporate purposes. The Tranche B-2 Loans are borrowed by the Company and the Tranche B-3 Loans are borrowed on a joint and several basis by Ferro GmbH and Ferro Europe Holdings LLC.

The Amended Credit Facility consists of a $500 million secured revolving line of credit with a maturity of February 2023, a $355 million secured term loan facility with a maturity of February 2024, a $235 million secured term loan facility with a maturity of February 2024 and a $230 million secured term loan facility with a maturity of February 2024. The term loans are payable in equal quarterly installments in an amount equal to 0.25% of the original principal amount of the term loans, with the remaining balance due on the maturity date thereof. In addition, the Company is required, on an annual basis, to make a prepayment in an amount equal to a portion of the Company’s excess cash flow, as calculated pursuant to the Amended Credit Facility, which prepayment will be applied first to the term loans until they are paid in full, and then to the revolving loans.

Subject to the satisfaction of certain conditions, the Company can request additional commitments under the revolving line of credit or term loans in the aggregate principal amount of up to $250 million to the extent that existing or new lenders agree to provide such additional commitments and/or term loans. The Company can also raise certain additional debt or credit facilities subject to satisfaction of certain covenant levels.

Certain of the Company’s U.S. subsidiaries have guaranteed the Company’s obligations under the Amended Credit Facility and such obligations are secured by (a) substantially all of the personal property of the Company and the U.S. subsidiary guarantors and (b) a pledge of 100% of the stock of certain of the Company’s U.S. subsidiaries and 65% of the stock of certain of the Company’s direct foreign subsidiaries. The Tranche B-3 Loans are guaranteed by the Company, the U.S. subsidiary guarantors and a cross-guaranty by the borrowers of the Tranche B-3 Loans, and are secured by the collateral securing the revolving loans and the other term loans, in addition to a pledge of the equity interests of Ferro GmbH.

Interest Rate – Term Loans: The interest rates applicable to the term loans will be, at the Company’s option, equal to either a base rate or a LIBOR rate plus, in both cases, an applicable margin.

The base rate for term loans will be the highest of (i) the federal funds rate plus 0.50% , (ii) the syndication agent’s prime rate, (iii) the daily LIBOR rate plus 1.00% or (iv) 0.00%. The applicable margin for base rate loans is 1.25% .

The LIBOR rate for term loans shall not be less than 0.0% and the applicable margin for LIBOR rate term loans is 2.25% .

For LIBOR rate term loans, the Company may choose to set the duration on individual borrowings for periods of one, two, three or six months, with the interest rate based on the applicable LIBOR rate for the corresponding duration.

At March 31, 2019, the Company had borrowed $351.5 million under the Tranche B-1 Loans at an interest rate of 4.85% , $232.7 million under the Tranche B-2 Loans at an interest rate of 4.85% , and $227.7 million under the Tranche B-3 Loans at an interest rate of 4.85% . At March 31, 2019, there were no additional borrowings available under the Tranche B-1 Loans, Tranche B-2 Loans, and Tranche B-3 Loans. In connection with these borrowings, we entered into swap agreements in the second quarter of 2018. At March 31, 2019, the effective interest rate for the Tranche B-1 Loans, Tranche B-2 Loans, and Tranche B-3 Loans, after adjusting for the interest rate swap, was 5.17% , 3.33% , and 2.48% , respectively.

Interest Rate – Revolving Credit Line: The interest rates applicable to loans under the 2018 Revolving Credit Facility will be, at the Company’s option, equal to either a base rate or a LIBOR rate plus, in both cases, an applicable variable margin. The variable margin will be based on the ratio of (a) the Company’s total consolidated net debt outstanding (as defined in the Amended Credit Agreement) at such time to (b) the Company’s consolidated EBITDA (as defined in the Amended Credit Agreement) computed for the period of four consecutive fiscal quarters most recently ended.

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The base rate for revolving loans will be the highest of (i) the federal funds rate plus 0.50% , (ii) the syndication agent’s prime rate, (iii) the daily LIBOR rate plus 1.00% or (iv) 0.00%. The applicable margin for base rate loans will vary between 0.50% to 1.50% .

The LIBOR rate for revolving loans shall not be less than 0% and the applicable margin for LIBOR rate revolving loans will vary between 1.50% and 2.50% .

For LIBOR rate revolving loans, the Company may choose to set the duration on individual borrowings for periods of one, two, three or six months, with the interest rate based on the applicable LIBOR rate for the corresponding duration.

At March 31, 2019, there were $51.3 million borrowings under the 2018 Revolving Credit Facility at an interest rate of 4.49% . After reductions for outstanding letters of credit secured by these facilities, we had $444.0 million of additional borrowings available under the revolving credit facilities at March 31, 2019.

The Amended Credit Facility contains customary restrictive covenants including, but not limited to, limitations on use of loan proceeds, limitations on the Company’s ability to pay dividends and repurchase stock, limitations on acquisitions and dispositions, and limitations on certain types of investments. The Amended Credit Facility also contains standard provisions relating to conditions of borrowing and customary events of default, including the non-payment of obligations by the Company and the bankruptcy of the Company.

Specific to the 2018 Revolving Facility, the Company is subject to a financial covenant regarding the Company’s maximum leverage ratio. If an event of default occurs, all amounts outstanding under the Amended Credit Facility agreement may be accelerated and become immediately due and payable. At March 31, 2019, we were in compliance with the covenants of the Amended Credit Facility.

Credit Facility

On February 14, 2017, the Company entered into The Credit Facility with a group of lenders to refinance its then outstanding credit facility debt and to provide liquidity for ongoing working capital requirements and general corporate purposes. The Credit Facility consisted of a $400 million secured revolving line of credit with a term of five years, a $357.5 million secured term loan facility with a term of seven years and a €250 million secured Euro term loan facility with a term of seven years. For further discussion of the Company’s Credit Facility, refer to Note 9 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

International Receivable Sales Programs

We have several international programs to sell without recourse trade accounts receivable to financial institutions. These transactions are treated as a sale and are accounted for as a reduction in accounts receivable because the agreements transfer effective control over and risk related to the receivables to the buyers. The Company continues to service the receivables sold in exchange for a fee. The servicing fee for the three months ended March 31, 2019, was immaterial. The program, whose maximum capacity is € 100 million, is scheduled to expire in December 2023 . Generally, at the transfer date, the Company received cash equal to approximately 65% of the value of the sold receivable. Cash proceeds at the transfer date from these arrangements are reflected in operating activities in our consolidated statement of cash flows. The proceeds from the deferred purchase price are reflected in investing activities.

The outstanding principal amount of receivables sold under this program was $63.9 million at March 31, 2019 and $71.3 million at December 31, 2018. The carrying amount of deferred purchase price was $23.1 million at March 31, 2019 and $23.0 million at December 31, 2018, and is recorded in Other receivables.


	March 31,		December 31,
	2019		2018
	(Dollars in thousands)
Trade accounts receivable sold to financial institutions	$	54,873	$	89,894
Cash proceeds from financial institutions		36,497		57,316
Trade accounts receivable collected to be remitted (1)		17,012		11,552

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(1) Included in Accrued expense and other current liabilities

Other Financing Arrangements

We maintain other lines of credit to provide global flexibility for our short-term liquidity requirements. These facilities are uncommitted lines for our international operations and totaled $40.9 million and $41.4 million at March 31, 2019, and December 31, 2018, respectively. The unused portions of these lines provided additional liquidity of $28.1 million at March 31, 2019, and $30.3 million at December 31, 2018.

9. Financial Instruments

The following financial instrument assets (liabilities) are presented at their respective carrying amount, fair value and classification within the fair value hierarchy:



	March 31, 2019
	Carrying		Fair Value
	Amount		Total		Level 1		Level 2		Level 3
	(Dollars in thousands)
Cash and cash equivalents	$	57,637	$	57,637	$	57,637	$	—	$	—
Term loan facility - Amended Credit Facility (1)		(807,208)		(794,728)		—		(794,728)		—
Revolving credit facility		(51,308)		(50,709)		—		(50,709)		—
Other long-term notes payable		(8,109)		(5,385)		—		(5,385)		—
Cross currency swaps		23,000		23,000		—		23,000		—
Interest rate swaps		(9,227)		(9,227)		—		(9,227)		—
Foreign currency forward contracts, net		1,021		1,021		—		1,021		—



	December 31, 2018
	Carrying		Fair Value
	Amount		Total		Level 1		Level 2		Level 3
	(Dollars in thousands)
Cash and cash equivalents	$	104,301	$	104,301	$	104,301	$	—	$	—
Loans payable		(50)		(50)		—		(50)		—
Term loan facility - Amended Credit Facility (1)		(809,022)		(796,796)		—		(796,796)		—
Other long-term notes payable		(8,362)		(5,258)		—		(5,258)		—
Cross currency swaps		17,104		17,104		—		17,104		—
Interest rate swaps		(5,244)		(5,244)		—		(5,244)		—
Foreign currency forward contracts, net		(270)		(270)		—		(270)		—

(1) The carrying values of the term loan facility are net of unamortized debt issuance costs of $4.6 million and $4.8 million for the period ended March 31, 2019, and December 31, 2018, respectively.

The fair values of cash and cash equivalents are based on the fair values of identical assets. The fair values of loans payable are based on the present value of expected future cash flows and approximate their carrying amounts due to the short periods to maturity. The fair value of the term loan facility is based on market price information and is measured using the last available bid price of the instrument on a secondary market. The revolving credit facility and other long-term notes payable are based on the present value of expected future cash flows and interest rates that would be currently available to the Company for issuance of similar types of debt instruments with similar terms and remaining maturities adjusted for the Company's performance risk. The fair values of our interest rate swaps and cross currency swaps are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. The fair values of the foreign currency forward contracts are based on market prices for comparable contracts.

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Derivative Instruments

The Company may use derivative instruments to partially offset its business exposure to foreign currency and interest rate risk on expected future cash flows, on net investment in certain foreign subsidiaries and on certain existing assets and liabilities. However, the Company may choose not to hedge in countries where it is not economically feasible to enter into hedging arrangements or where hedging inefficiencies exist, such as timing of transactions.

Derivatives Designated as Hedging Instruments

Cash Flow Hedges. For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss on the derivative is recorded in Accumulated other comprehensive loss (“AOCL”) and reclassified into earnings in the same period during which the hedged transaction affects earnings.

The Company utilizes interest rate swaps to limit exposure to market fluctuations on floating-rate debt. During the second quarter of 2017, the Company entered into interest rate swap agreements that converted $150 million and €90 million of our term loans from variable interest rates to fixed interest rates. These swaps qualified for, and were desig nated as, cash flow hedges. These interest rate swap agreement s were terminated in the second quarter of 2018 in connection with the refinancing of the Credit Facility.

During the second quarter of 2018, the Company entered into variable to fixed interest rate swaps with a maturity date of February 14, 2024. The notional amount is $316. 8 million at March 31, 2019. These swaps are hedging risk associated with the Tranche B-1 Loans. These interest rate swaps are designated as cash flow hedges. As of March 31, 2019, the Company expects it will reclassify net losses of approximately $1. 4 million, currently recorded in AOCL, into interest expense in earnings within the next twelve months. However, the actual amount reclassified could vary due to future changes in the fair value of these derivatives.

The Company has converted a US dollar denominated, variab le rate debt obligation into a E uro fixed rate obligation using a receive-float, pay fixed cross currency swaps in the second quarter of 2018. These swaps are hedging currency and interest rate risk associated with the Tranche B-3 Loans. These cross currency swaps are designated as cash flow hedges. The notional amount is $2 27.7 million at March 31, 2019, with a maturity date of February 14, 2024. As of March 31, 2019, the Company expects it will reclassify net gains of approximately $5. 6 million, currently recorded in AOCL, into interest expense in earnings within the next twelve months. However, the actual amount reclassified could vary due to future changes in the fair value of these derivatives.

The amount of (loss) gain recognized in AOCL and the amount of gain (loss) reclassified into earnings for the three months ended March 31, 2019 and 2018, follow:


					Amount of Gain (Loss)
	Amount of (Loss) Gain				Reclassified from				Location of Gain (Loss)
	Recognized in AOCL				AOCL into Income				Reclassified from
	2019			2018	2019		2018		AOCL into Income
	(Dollars in thousands)
Interest rate swaps	$	(4,107)	$	1,709	$	178	$	(136)	Interest expense
Cross currency swaps		5,080		—		1,632		—	Interest expense
					$	1,810	$	(136)	Total Interest expense
Cross currency swaps						4,944		—	Foreign currency losses, net
					$	4,944	$	—	Total Foreign currency losses, net

The total amounts of expense line items presented in the condensed consolidated statement of operations in which the effect of cash flow hedges follow:


	March 31,		March 31,
	2019		2018

	(Dollars in thousands)
Interest expense	$	8,545	$	7,962
Foreign currency losses, net		738		1,840

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Net investment hedge. For derivatives that are designated and qualify as net investment hedges, the gain or loss on the derivative is reported as a component of other comprehensive income or loss. These cross currency swaps are designated as hedges of our net investment in European operations. Time value is excluded from the assessment of effectiveness and the amount of interest paid or received on the swaps will be recognized as an adjustment to interest expense in earnings over the life of the swaps.

In the second quarter of 2017, the Company designated a portion of its Euro denominated debt as a net investment hedge for accounting purposes. This net investment hedge was terminated in the second quarter of 2018.

In the second quarter of 2018, the Company entered into cross currency swap ag reements under which we pay variable rate interest in Euros and receive variable rate interest in US dollars. The notional amount is € 97.0 million at March 31, 2019, with a maturity date of February 14, 2024 . These swaps are hedging risk associate d wit h the net investment in Euro denom inated operations due to fluctuating exchange rates and are designated as net investment hedges. The changes in the fair value of these designated cross-currency swaps will be recognized in AOCL.

The amount of gain (loss) on net investment hedges recognized in AOCL, the amount reclassified into earnings and the amount of gain recognized in income on derivative (amount excluded from effectiveness testing) for the three months ended March 31, 2019 and 2018, follow:


					Amount of Gain				Amount of Gain Recognized in
	Amount of Gain (Loss)				Reclassified from				Income on Derivative (Amount
	Recognized in AOCL				AOCL into Income				Excluded from Effectiveness Testing)				Location of Gain
	2019		2018		2019			2018	2019			2018	(Loss) in Earnings
	(Dollars in thousands)
Cross currency swaps	$	3,737	$	—	$	—	$	—	$	1,001	$	—	Interest expense
Net investment hedge		—		(860)		—		—		—		—	Foreign currency losses, net

Derivatives Not Designated as Hedging Instruments

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 formally designated as hedges. Gains and losses on these foreign currency forward contracts are netted with gains and losses from currency fluctuations on transactions arising from international trade and reported as Foreign currency losses, net in the condensed consolidated statements of operations. We recognized net gains of $1.5 million in the three months ended March 31, 2019, and net gains of $0.4 million in the three months ended March 31, 2018, arising from the change in fair value of our financial instruments, which partially offset the related net gains and losses on international trade transactions. The notional amount of foreign currency forward contracts was $410.1 million at March 31, 2019, and $387.2 million at December 31, 2018.

The following table presents the effect on our condensed consolidated statements of operations for the three months ended March 31, 2019 and 2018, respectively, of our foreign currency forward contracts:



	Amount of Gain
	Recognized in Earnings
	Three Months Ended
	March 31,
	2019		2018		Location of Gain in Earnings
	(Dollars in thousands)
Foreign currency forward contracts	$	1,524	$	391	Foreign currency losses, net

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Location and Fair Value Amount of Derivative Instruments

The following table presents the fair values of our derivative instruments on our condensed consolidated balance sheets. All derivatives are reported on a gross basis.



	March 31,		December 31,
	2019		2018		Balance Sheet Location
	(Dollars in thousands)
Asset derivatives:
Cross currency swaps	$	9,164	$	9,606	Other current assets
Cross currency swaps		13,836		7,498	Other non-current assets
Foreign currency forward contracts		2,291		626	Other current assets
Liability derivatives:
Interest rate swaps		(1,396)		(755)	Accrued expenses and other current liabilities
Interest rate swaps		(7,831)		(4,489)	Other non-current liabilities
Foreign currency forward contracts	$	(1,270)	$	(896)	Accrued expenses and other current liabilities

10. Income Taxes

Income tax expense for the three months ended March 31, 2019, w as $4.3 million, or 23.7 % of pre-tax income. Income tax expense for the three months ended March 31, 2018, was $7.5 million, or 24.2% of pre-tax income. The tax expense in the first quarter of 2019 and 2018 , as a percentage of pre-tax income, is higher than the U.S. federal statutory income tax rate of 21% primarily as a result of forei gn statutory rate differences.

11. Contingent Liabilities

We have recorded environmental liabilities of $6.6 million at March 31, 2019, and $8.5 million at December 31, 2018, for costs associated with the remediation of certain of our current or former properties that have been contaminated. The liability at March 31, 2019, and December 31, 2018, was primarily comprised of liabilities related to a non-operating facility in Brazil, and for retained environmental obligations related to a site in the United States that was part of the sale of our North American and Asian metal powders product lines in 2013. These costs include, but are not limited to, legal and consulting fees, site studies, the design and implementation of remediation plans, post-remediation monitoring, and related activities. The ultimate liability could be affected by numerous uncertainties, including the extent of contamination found, the required period of monitoring, the ultimate cost of required remediation and other circumstances.

In November 2017, Suffolk County Water Authority filed a complaint, Suffolk County Water Authority v. The Dow Chemical Company et al., against the Company and a number of other companies in the U.S. Federal Court for the Eastern District of New York with regard to the product 1,4 dioxane. The plaintiff alleges, among other things, that the Suffolk County water supply is contaminated with 1,4 dioxane and that the defendants are liable for unspecified costs of cleanup and remediation of the water supply, among other damages. The Company has not manufactured 1,4 dioxane since 2008, denies the allegations related to liability for the plaintiff’s claims, and is vigorously defending this proceeding. Since December 2018, additional complaints have be en filed in the same court by 15 other New York water suppliers against the Company and others making substantially similar allegations regarding the contamination of their respective water supplies with 1,4 dioxane. The Company is likewise vigorously defending these additional actions. The Company currently does not expect the outcome of these proceedings to have a material adverse impact on its consolidated financial condition, results of operations, or cash flows, net of any insurance coverage. However, it is not possible to predict the ultimate outcome of these proceedings due to the unpredictable nature of litigation.

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consolidated financial position, results of operations, or cash flows. We do not currently expect the resolution of such matters to materially affect the consolidated financial position, results of operations, or cash flows of the Company.

12. Retirement Benefits

Net periodic benefit (credit) cost 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 March 31, 2019 and 2018, respectively, follow:



	U.S. Pension Plans				Non-U.S. Pension Plans				Other Benefit Plans
	Three Months Ended March 31,
	2019		2018		2019		2018		2019		2018
	(Dollars in thousands)
Service cost	$	3	$	3	$	433	$	461	$	1	$	1
Interest cost		2,963		2,788		702		689		175		183
Expected return on plan assets		(3,153)		(3,995)		(210)		(233)		—		—
Amortization of prior service cost		—		—		20		11		—		—
Net periodic benefit (credit) cost	$	(187)	$	(1,204)	$	945	$	928	$	176	$	184

Interest cost, expected return on plan assets and amortization of prior service cost are recorded in Miscellaneous expense, net on the condensed consolidated statement of operations.

13. Stock-Based Compensation

On May 3, 2018, our shareholders approved the 2018 Omnibus Incentive Plan (the “Plan”), which was adopted by the Board of Directors on February 22, 2018, subject to shareholder approval. The Plan’s purpose is to promote the Company’s long-term financial interests and growth by attracting, retaining and motivating high-quality key employees and directors, motivating such employees and directors to achieve the Company’s short- and long-range performance goals and objectives, and thereby align their interests with those of the Company’s shareholders. The Plan reserves 4,500,000 shares of common stock to be issued for grants of several different types of long-term incentives including stock options, stock appreciation rights, restricted awards, performance awards, other common stock-based awards, and dividend equivalent rights.

The Plan replaced t he 2013 Omnibus Incentive Plan (the “Previous P lan”), and no future grants may be made under the Previous Plan. However, any outstanding awards or grants made under the Previous Plan will continue until the end of their specified terms.

In the first quarter of 2019, our Board of Directors granted 0.3 million stock options, 0.2 million performance share units, and 0.2 million restricted stock units under the Plan .

We estimate the fair value of each stock option on the date of grant using the Black-Scholes option pricing model. The following table details the weighted-average grant-date fair values and the assumptions used for estimating the fair values of stock option grants made during the three months ended March 31, 2019:



	Stock Options
Weighted-average grant-date fair value	$	6.47
Expected life, in years		5.6
Risk-free interest rate		2.5	%
Expected volatility		33.9	%

The weighted average grant date fair value of our performance share units granted in the three months ended March 31, 2019, was $17.61. We measure the fair value of performance share units based on the closing market price of our common stock on the date of the grant. These shares are evaluated each reporting period for respective attainment rates against the performance criteria.

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The weighted-average grant date fair value of our restricted share units granted in the three months ended March 31, 2019, was $17.61. We measure the fair value of restricted share units based on the closing market price of our common stock on the date of the grant. The restricted share units vest over three years.

We recognized stock-based compensation expense of $2.8 million for the three months ended March 31, 2019, and $2.4 million for the three months ended March 31, 2018. At March 31, 2019, unearned compensation cost related to the unvested portion of all stock-based compensation awards was approximately $13.8 million and is expected to be recognized over the remaining vesting period of the respective grants, through the first quarter of 2022.

14. Restructuring and Optimization Programs

Total restructuring and impairment charges were $2.1 million and $4.1 million for the three months ended March 31, 2019 and March 31, 2018, respectively. The charges primarily relate to costs associated with integration of our recent acquisitions and optimization programs, and are further summarized below.



	Employee		Other
	Severance		Costs		Total
	(Dollars in thousands)
Balances at December 31, 2018	$	1,151	$	1,288	$	2,439
Restructuring charges		1,155		972		2,127
Cash payments		(1,460)		(488)		(1,948)
Non-cash items		(7)		(721)		(728)
Balances at March 31, 2019	$	839	$	1,051	$	1,890

We expect to make cash payments to settle the remaining liability for employee severance benefits and other costs over the next twelve months, except where legal or contractual obligations would require it to extend beyond that period.

15. Leases

The Company determines if a contract is a lease at inception. The Company has leases for equipment, office space, plant sites and distribution centers. Certain of these leases include options to extend the lease and some include options to terminate the lease early. Leases with an initial term of 12 months or less are not recorded on the balance sheet and the related lease expense is recognized on a straight-line basis over the lease term.

The right of use asset represents the right to use an underlying asset for the lease term and the lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right of use assets and lea se liabilities are recognized as of the commencement date based on the present value of the lease payments over the lease term. The lease term may include options to extend or terminate the lease when it is reasonably certain tha t the Company will exercise the applicable option.

The Company’s lease payments consist of both fixed and variable lease payments. Residual value guarantees are not common within the Company’s lease agreements nor are restrictions or covenants imposed by leases. The Company has elected the practical expedient to combine lease and non-lease components. The Company determined the discount rate to be used in measuring lease liabilities at a portfolio level using a collateralized rate . Specifically, we segregated our lease portfolio into different populations based on (1) lease currency, (2) lease term, and (3) creditworthiness of the lessee and security structure. There are no leases that have not yet commenced but that create significant rights and obligations for the Company.

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The components of lease cost are shown below:


	Three Months Ended
	March 31,
	2019		Income Statement Location
	(Dollars in thousands)
Lease Cost
Operating lease cost (1)	$	1,751	Selling, general and administrative expenses
Operating lease cost (2)		2,406	Cost of sales
Finance lease cost
Amortization of right-of-use assets		237	Cost of sales
Interest of lease liabilities		13	Interest expense
Net lease cost	$	4,407

(1) Included in operating lease cost is $0.3 million of short-term lease costs and $0.1 million of variable lease costs.

(2) Included in operating lease cost is $0.7 million of short-term lease costs and $0. 3 million of variable lease costs.

Supplemental balance sheet information related to leases are shown below:



	March 31,
	2019		Balance Sheet Location
	(Dollars in thousands)
Assets
Operating leased assets	$	27,110	Operating leased assets
Finance leased assets (3)		2,290	Property, plant and equipment, net
Total leased assets	$	29,400
Liabilities
Current
Operating	$	9,509	Accrued expenses and other current liabilities
Finance		795	Loans payable and current portion of long-term debt
Noncurrent
Operating		17,562	Operating lease non-current liabilities
Finance		3,177	Long-term debt, less current portion
Total lease liabilities	$	31,043

(3 ) Finance leases are net of accumulated depreciation of $5.8 million for March 31, 2019.

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Supplemental cash flow information related to leases are shown below:


	Three Months Ended
	March 31,
	2019
	(Dollars in thousands)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases	$	13
Operating cash flows from operating leases		2,903
Financing cash flows from finance leases		197
Leased assets obtained in exchange for new finance lease liabilities		129
Lease assets obtained in exchange for new operating lease liabilities		29,641


	Three Months Ended
	March 31,
	2019
Weighted-average remaining lease term (years)
Operating leases		4.0
Finance leases		5.0
Weighted-average discount rate
Operating leases		3.7	%
Finance leases		4.2	%

Maturities of lease liabilities are shown below as of March 31, 2019:



	Finance		Operating
	Leases		Leases
	(Dollars in thousands)
Remaining in 2019	$	809	$	8,411
2020		786		7,844
2021		546		5,781
2022		1,335		3,512
2023		323		1,888
2024		285		850
Thereafter		696		1,563
Net minimum lease payments	$	4,780	$	29,849
Less: interest		808		2,778
Present value of lease liabilities	$	3,972	$	27,071

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Maturities of lease liabilities under ASC 840 are shown below as of December 31, 2018:


	Capital		Operating
	Leases		Leases
	(Dollars in thousands)
2019	$	1,048	$	11,419
2020		755		7,314
2021		477		5,302
2022		1,287		3,301
2023		279		1,971
Thereafter		992		2,401
Net minimum lease payments	$	4,838	$	31,708
Less: interest		875
Present value of lease liabilities	$	3,963
Less: current portion		679
Long-term obligations	$	3,284

16. Earnings Per Share

Details of the calculation of basic and diluted earnings per share are shown below:



	Three Months Ended
	March 31,
	2019		2018
	(Dollars in thousands, except per share amounts)
Basic earnings per share computation:
Net income attributable to Ferro Corporation common shareholders	$	13,604	$	23,391
Weighted-average common shares outstanding		82,480		84,228
Basic earnings per share attributable to Ferro Corporation common shareholders	$	0.16	$	0.28
Diluted earnings per share computation:
Net income attributable to Ferro Corporation common shareholders	$	13,604	$	23,391
Weighted-average common shares outstanding		82,480		84,228
Assumed exercise of stock options		596		839
Assumed satisfaction of restricted stock unit conditions		145		279
Assumed satisfaction of performance share unit conditions		80		164
Weighted-average diluted shares outstanding		83,301		85,510
Diluted earnings per share attributable to Ferro Corporation common shareholders	$	0.16	$	0.27

The number of anti-dilutive or unearned shares was 2.2 million for the three months ended March 31, 2019, and 1.7 million for the three months ended March 31, 2018. These shares were excluded from the calculation of diluted earnings per share due to their anti-dilutive impact.

17. Share Repurchase Program

The Company’s Board of Directors has approved a share repurchase program under which the Company is authorized to repurchase up to $150 million of the C ompany’s outstanding shares of common s tock on the open market, including through a Rule 10b5-1 plan, or in privately negotiated transactions.

The timing and amount of shares to be repurchased will be determined by the Company, based on evaluation of market and business conditions, share price, and other factors. The share repurchase program does not obligate the Company to repurchase any dollar amount or number of common shares, and may be suspended or discontinued at any time.

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For the three months ended March 31, 2019, the Company repurchased 1,440,678 shares of common stock at an average price of $17. 35 per share for a total cost of $25.0 million. As of March 31, 2019, $46. 2 million remain s authorized under the program for the purchase of common stock .

18. Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive income (loss) by component, net of tax, were as follows:



	Three Months Ended March 31,
		Postretirement					Net Gain
		Benefit Liability		Translation			on Cash
		Adjustments		Adjustments			Flow Hedges	Total
		(Dollars in thousands)
Balances at December 31, 2017		$	1,165	$	(77,578)	$	945	$	(75,468)
Other comprehensive income before reclassifications, before tax			—		5,461		1,845		7,306
Reclassification to earnings:
Postretirement benefit liabilities income, before tax			16		—		—		16
Cash flow hedge loss, before tax			—		—		(136)		(136)
Current period other comprehensive income, before tax			16		5,461		1,709		7,186
Tax effect			9		(198)		395		206
Current period other comprehensive income, net of tax			7		5,659		1,314		6,980
Balances at March 31, 2018		$	1,172	$	(71,919)	$	2,259	$	(68,488)

Balances at December 31, 2018		$	1,126	$	(103,190)	$	(3,297)	$	(105,361)
Other comprehensive income before reclassifications, before tax			—		4,036		973		5,009
Reclassification to earnings:
Cash flow hedge loss, before tax			—		—		(6,754)		(6,754)
Current period other comprehensive income (loss), before tax			—		4,036		(5,781)		(1,745)
Tax effect			—		634		(1,467)		(833)
Current period other comprehensive income (loss), net of tax			—		3,402		(4,314)		(912)
Balances at March 31, 2019		$	1,126	$	(99,788)	$	(7,611)	$	(106,273)

19. Reporting for Segments

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



	Three Months Ended
	March 31,
	2019		2018
	(Dollars in thousands)
Performance Coatings	$	170,347	$	184,648
Performance Colors and Glass		120,845		120,505
Color Solutions		96,356		100,379
Total net sales	$	387,548	$	405,532

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Each segment’s gross profit and reconciliations to income before income taxes are presented in the table below:



	Three Months Ended
	March 31,
	2019		2018
	(Dollars in thousands)
Performance Coatings	$	33,645	$	43,765
Performance Colors and Glass		39,467		43,328
Color Solutions		28,396		32,149
Other cost of sales		348		(556)
Total gross profit		101,856		118,686
Selling, general and administrative expenses		72,080		73,092
Restructuring and impairment charges		2,127		4,106
Other expense, net		9,471		10,376
Income before income taxes	$	18,178	$	31,112

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

Overview

Net sales for the three months ended March 31, 2019 , decreased by $18.0 million, or 4.4 %, compared with the prior-year same peri o d. The de crease in net sales was driven by lower sales in Performance Coatings and Color Solutions of $14.3 million and $4.0 million, respectively, partially mitigated by an increase in sales in Performance Colors and Gla ss of $0.3 million . During the three months ended March 31, 2019 , gross profit de creased $16.8 million, or 14.2% , compared with the prior-year same period; as a percentage of net sales, it decreased approximately 300 basis points to 26.3% . Our t otal gross profit for the first quarter of 2019 was $101.9 million, compared with $118.7 million for the three months ended March 31, 2018 . The de crease in gro ss profit was attributable to de creases in Performance Coatings , Performance Colors and Glass and Color Solutions of $10.1 million, $ 3.9 million and $3 .8 million, respectively.

For the three months ended March 31, 2019 , selling, general and administrative (“SG&A”) expen ses decreased $1.0 million, or 1.4 %, compared with the prior-year same period. As a percentage of net sales, it in creased approximatel y 60 basis points to 18.6 %.

For the three months ended March 31, 2019 , net income was $13.9 million, compared with net income of $ 23.6 million for the prior-year same period, and net income attributable to common shareholders was $13.6 million, compared with net income attributable to common shareholders of $23.4 million for the prior-year same period.

Outlook

Throughout 2019, we will continue to execute the dynamic and optimization phase of the Company’s value creation strategy, which includes organic and inorganic growth and optimization initiatives. We expect organic growth from new products and positioning our portfolio to continue transitioning to the higher end of our target markets. We also intend to advance the business through acquisitions, and investments in technology, facilities and equipment. We will continue to implement optimization initiatives throughout the Company to further improve efficiency, productivity and profitability. We will be judicious through the remainder of 2019 with our strategic investments, which may include acquisitions, share repurchases and debt retirement, and remain mindful of our overall leverage .

We believe that 2019 gross margins will compare favorably to the prior year due in part to stabilizing raw materials costs after a period of price inflation.

In the first half of 2019, we expect that uncertainty throughout the global macro-economic landscape could result in slower growth across several industries and geographic regions, particularly Europe and Asia. We expect demand will continue for our technology-driven functional coatings and color solutions in the niche markets on which we focus , and that we will continue to develop innovative new products relevant to the megatrends our customers are addressing with their products. We are actively implementing optimization initiatives throughout our global footprint to increase productivity and efficiency.

Foreign currency rates may continue to be volatile through 2019, and changes in interest rates could adversely impact reported results. We expect cash flow from operating activities to continue to be available for debt pay down and other strategic investments.

Factors that could adversely affect our future performance include those described under the heading “Risk Factors” in Item 1A of Part I of this Annual Report on Form 10-K for the year ended December 31, 2018.

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Results of Operations - Consolidated

Comparison of the three months ended March 31, 2019 and 2018

For the three months ended March 31, 2019 , net income was $13.9 million, compared with net income of $23.6 million for the three months ended March 31, 2018 . For the three months ended March 31, 2019 , net income attributable to common shareholders was $13.6 million, or earnings per share of $0.16 , compared with net income attributable to common shareholders of $23.4 millio n, or earnings per share of $0.28 , for the three months ended March 31, 2018 .

Net Sales



	Three Months Ended
	March 31,
	2019			2018			$ Change		% Change
	(Dollars in thousands)
Net sales	$	387,548		$	405,532		$	(17,984)	(4.4)	%
Cost of sales		285,692			286,846			(1,154)	(0.4)	%
Gross profit	$	101,856		$	118,686		$	(16,830)	(14.2)	%
Gross profit as a % of net sales		26.3	%		29.3	%

Net sales decreased b y $18.0 million, or 4.4% , for the three months ended March 31, 2019 , compared with the prior-year same period , driven by lower sales in Performance Coatings and Color Solutions of $14.3 million and $4.0 million, respectively, partially mitigated by an increase in sales in Performance Colors and Glass of $0.3 million. The decrease in net sales was driven by unfavorable foreign currency impacts of $20.7 million and lower volume and mix of $19.0 million, partially mitigated by sales from acquisitions of $15.7 million and higher product pricing of $6.0 million.

Gross Profit

Gross profit decreased $16.8 million, or 14.2% , for the three months ended March 31, 2019 , compared with the prior-year same period , and as a percentage of net sales , it de creased 300 basis points t o 26.3% . The de crease in gro ss profit was attributable to de creases in Performance Coatings , Performance Colors and Glass and Color Solutions of $10.1 million, $ 3.9 million and $3 .8 million, respectively. The de crease in gross profit was driven by l ower sales volumes and mix of $9.3 million , h igher manufacturing costs of $7.8 million, unfavorable foreign c urrency impacts of $5.9 million and higher raw material costs of $5.1 million, partially mitigated by favorable product pricing of $6.0 million and gross profit from acquisitions of $4.4 million.

Geographic Revenues

The following table presents our sales on the basis of where sales originated.



	Three Months Ended
	March 31,
	2019		2018		$ Change		% Change
	(Dollars in thousands)
Geographic Revenues on a sales origination basis
EMEA	$	206,441	$	220,943	$	(14,502)	(6.6)	%
United States		95,578		91,536		4,042	4.4	%
Asia Pacific		48,260		52,400		(4,140)	(7.9)	%
Latin America		37,269		40,653		(3,384)	(8.3)	%
Net sales	$	387,548	$	405,532	$	(17,984)	(4.4)	%

The decline in net sales of $18.0 million, compared with the prior-year same period, was driven by a de crease in sales from EMEA, Asia Pacific and Latin America , partially mitigated by an increase in sales from the United States . The decrease in sales from EMEA was attributable to lower sales in Performance Coatings, Color Solutions and Performance Colors and Glass of $5.7 million, $4.9 million and $3.9 million , respectively. The decrease in sales from Asia Pacific was attributable to lower sales in Performance Coatings and Color Solutions of $3.1 million and $1.1 million, respectively , partially mitigated by an increase in sales in Performance

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Colors and Glass of $0.1 million. The decrease in sales from Latin America was attributable to lower sales in Performance Coatings of $4.4 million, partially mitigated by an increase in sales from Performance Colors and Glass of $1.0 million. The increase in sales from the United States was attributable to higher sales in Performance Colors and Glass and Color Solutions of $3.2 million and $2.0 million, respectively, partially offset by a decrease in sales in Performance Coatings of $1.1 million.

The following table presents our sales on the basis of w here sold products were shipped.


	Three Months Ended
	March 31,
	2019		2018		$ Change		% Change
	(Dollars in thousands)
Geographic Revenues on a shipped-to basis
EMEA	$	193,829	$	210,331	$	(16,502)	(7.8)	%
Asia Pacific		86,743		76,260		10,483	13.7	%
United States		67,015		71,365		(4,350)	(6.1)	%
Latin America		39,961		47,576		(7,615)	(16.0)	%
Net sales	$	387,548	$	405,532	$	(17,984)	(4.4)	%

Selling, General and Administrative Expenses

The following table includes SG&A components with significant changes between 2019 and 2018 .



	Three Months Ended
	March 31,
	2019		2018		$ Change		% Change
	(Dollars in thousands)
Personnel expenses (excluding R&D personnel expenses)	$	34,411	$	33,757		654	1.9	%
Research and development expenses		10,998		10,841		157	1.4	%
Business development		2,475		2,423		52	2.1	%
Incentive compensation		1,375		2,966		(1,591)	(53.6)	%
Stock-based compensation		2,769		2,430		339	14.0	%
Intangible asset amortization		2,343		2,073		270	13.0	%
Pension and other postretirement benefits		323		342		(19)	(5.6)	%
Bad debt		230		105		125	119.0	%
All other expenses		17,156		18,155		(999)	(5.5)	%
Selling, general and administrative expenses	$	72,080	$	73,092	$	(1,012)	(1.4)	%

SG&A expen ses were $1.0 million lower in the three months ended March 31, 2019 , compared with the prior-year same period. The lower SG&A expenses compared to the prior-year same period are primarily driven by lower incentive compensation and an adjustment to an environmental reserve, partially offset by greater expenses associated with businesses acquired within the last year.

The following table presents SG&A expenses attributable to sales, research and development and operations costs as strategic services and other SG&A costs as functional services.


	Three Months Ended
	March 31,

	2019		2018		$ Change		% Change
	(Dollars in thousands)
Strategic services	$	40,325	$	41,178	$	(853)	(2.1)	%
Functional services		27,611		26,518		1,093	4.1	%
Incentive compensation		1,375		2,966		(1,591)	(53.6)	%
Stock-based compensation		2,769		2,430		339	14.0	%
Selling, general and administrative expenses	$	72,080	$	73,092	$	(1,012)	(1.4)	%

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Restructuring and Impairment Charges



	Three Months Ended
	March 31,
	2019		2018		$ Change		% Change
	(Dollars in thousands)
Employee severance	$	1,155	$	657	$	498	75.8	%
Other restructuring costs		972		3,449		(2,477)	(71.8)	%
Restructuring and impairment charges	$	2,127	$	4,106	$	(1,979)	(48.2)	%

Restructuring and impairment charges decreased in the first quarter of 2019 compared with the prior-year same period. The decrease primarily relates to lower costs associated with integration of our recent acquisitions and optimization programs in the first quarter of 2019, compared with the prior-year same period , partially offset by an increase in employee severance costs .

Interest Expense



	Three Months Ended
	March 31,
	2019		2018		$ Change		% Change
	(Dollars in thousands)
Interest expense	$	8,597	$	7,251	$	1,346	18.6	%
Amortization of bank fees		900		870		30	3.4	%
Interest swap amortization		(316)		—		(316)	—	%
Interest capitalization		(636)		(159)		(477)	300.0	%
Interest expense	$	8,545	$	7,962	$	583	7.3	%

Interest expense i ncreased i n the first quarter of 2019 compared with the prior-year same period . The increase in interest expense was due to an increase in the average long-term debt balance during the three months ended March 31, 2019 , compared with the prior-year same period , offset by an increase in capitalized interest .

Income Tax Expense

During the first quarter of 2019, income tax expense was $ 4.3 million, or 23.7 % of pre-tax income. In the first quarter of 2018, we recorded tax expense of $7.5 million, or 24.2% of pre-tax income. The tax expense in the first quarter of 2019 and 2018, as a percentage of pre-tax income, is higher than the U.S. federal statutory income tax rate of 21% primarily as a result of foreign statutory rate differences.

Results of Operations - Segment Information

Comparison of the three months ended March 31, 2019 and 2018

Performance Coatings



	Three Months Ended											Change due to
	March 31,												Volume /
	2019			2018			$ Change		% Change		Price		Mix		Currency			Acquisitions	Other
	(Dollars in thousands)
Segment net sales	$	170,347		$	184,648		$	(14,301)	(7.7)	%	$	2,764	$	(15,088)	$	(10,734)	$	8,757	$	—
Segment gross profit		33,645			43,765			(10,120)	(23.1)	%		2,764		(5,693)		(2,637)		1,466		(6,020)
Gross profit as a % of segment net sales		19.8	%		23.7	%

Net sales decreased in Performance Coatings compared with the prior-year same period, primarily driven by decreases in sales of frits and glazes and colors of $9.9 million and $6.0 million, respectively . The de crease in net sales was driven by unfavorable volume

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and mix of $15.1 million , unfavorable foreign cur rency impacts of $10.7 million , partially mitigated by sales from acquisitions of $8.8 million and higher product pricing of $2.8 million. Gross profit decreased $10.1 million from the prior-year same period, primarily driven by lower sales volume and mix of $5.7 million , higher raw material costs of $3.8 million , unfavorabl e foreign currency impacts of $2.6 million and higher manufacturing costs of $2.2 million , partially mitigated by favorab le product pricing impacts of $2.8 million and gross profit from acquisitions of $1.5 million .



	Three Months Ended
	March 31,
	2019		2018		$ Change		% Change
	(Dollars in thousands)
Segment net sales by Region
EMEA	$	113,426	$	119,116	$	(5,690)	(4.8)	%
Latin America		22,365		26,766		(4,401)	(16.4)	%
Asia Pacific		22,865		25,947		(3,082)	(11.9)	%
United States		11,691		12,819		(1,128)	(8.8)	%
Total	$	170,347	$	184,648	$	(14,301)	(7.7)	%

The net sales decrease of $14.3 million was driven by lower sales from all regions. The decrease in sales from EMEA was primarily attributable to lo wer sales of colors of $5.4 million, frits and glazes of $3.9 million and opacifiers of $3.4 million , partially mitigated by an increase in sales from Quimicer of $7.8 million . The decrease in sales from Latin America was primarily driven by lower sales of frits and glazes and opacifiers of $2.7 million and $0.7 million, respectively. The decrease in sales from Asia Pacific was driven by lower sales of frits and glazes and colors of $3.2 million and $0.5 million, respectively, partially mitigated by sales from FMU, which contributed $1.0 million. The decrease in sales from the United States was fully attributable to lower sales of porcelain enamel.

Performance Colors and Glass



	Three Months Ended											Change due to
	March 31,												Volume /
	2019			2018			$ Change		% Change		Price		Mix		Currency		Acquisitions		Other
	(Dollars in thousands)
Segment net sales	$	120,845		$	120,505		$	340	0.3	%	$	841	$	2,612	$	(5,787)	$	2,674	$	—
Segment gross profit		39,467			43,328			(3,861)	(8.9)	%		841		(2,440)		(2,090)		1,156		(1,328)
Gross profit as a % of segment net sales		32.7	%		36.0	%

Net sales increased compared with the prior-year same period, prim arily driven by sales from acquisitions and increased sales in electronics of $3.0 million and industrial products of $0.8 million, partially offset by lower sales in decoration and automotive products of $3.5 million and $2.6 million, respectively. The in crease in net sales was driven by sales from acquisitions of $2.7 million , favorable volume and mix of $2.6 million and higher product pr icing of $0.8 million , partially offset by unfavorable foreign currency impacts of $5.8 million. Gross profit de creased from the prior-year same period primarily due to unfavorable volume and mix of $2.4 million , un favorabl e foreign currency impacts of $2.1 million and un favor able manufacturing costs of $1.7 million , partially mitigated by gros s profit from acquisitions of $1.2 million , higher product pricing of $0.8 million and favorable raw material costs of $0.3 million .

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	Three Months Ended
	March 31,
	2019		2018		$ Change		% Change
	(Dollars in thousands)
Segment net sales by Region
EMEA	$	57,448	$	61,344	$	(3,896)	(6.4)	%
United States		40,288		37,091		3,197	8.6	%
Asia Pacific		16,570		16,515		55	0.3	%
Latin America		6,539		5,555		984	17.7	%
Total	$	120,845	$	120,505	$	340	0.3	%

The net sales increase of $0.3 million was driven by higher sales from the United States , Latin America and Asia Pacific, partially offset by lower sales from EMEA . The increase in sales from the United States was primarily attributable to an increase in sales of electronics products of $4.1 million , and sales from MRA of $1.5 million, partially offset by lower sales of decoration and automotive products of $1.3 million and $1.0 million, respectively. The increase in sales from Latin America was attributable to an increase in sales of decoration and industrial products of $0.6 million and $0.6 million, respectively, partially offset by a decrease in sales of automotive products of $0.2 million. Sales from Asia Pacific remained relatively flat. The decrease in sales from EMEA was primarily attributable to lower sales of decoration products and electronic products of $3.0 million and $1.2 million, respectively, partially offset by sales from Diegel.

Color Solutions



	Three Months Ended											Change due to
	March 31,												Volume /
	2019			2018			$ Change		% Change		Price		Mix		Currency		Acquisitions		Other
	(Dollars in thousands)
Segment net sales	$	96,356		$	100,379		$	(4,023)	(4.0)	%	$	2,371	$	(6,523)	$	(4,152)	$	4,281	$	—
Segment gross profit		28,396			32,149			(3,753)	(11.7)	%		2,371		(1,206)		(1,143)		1,751		(5,526)
Gross profit as a % of segment net sales		29.5	%		32.0	%

Net sales decreased compared with the prior-year same period, primarily due to lower sales of pigments products, partially mitigated by increased sales in s urface technology products and sales from Diegel and UWiZ of $2.2 million and $2.1 million, respective ly. The de crease in net sales was driven by lower volume and mix of $6 . 5 million and un favorabl e foreign currency impacts of $4.2 million , partially mitigated by sales from acquisitions of $4.3 million and higher product pricing of $2.4 mi llion . Gross profit de creased from the prior-year same period, primarily due hi gher manufacturing costs of $3.9 million , higher raw material costs of $1.6 million , unfavorable sales volume and mix of $1.2 milli on and un favorable foreign currency impacts of $1.1 million , partially mitigated by higher product pricing of $2.4 million and gross profit from acquisitions of $1.8 million .



	Three Months Ended
	March 31,
	2019		2018		$ Change		% Change
	(Dollars in thousands)
Segment net sales by Region
United States	$	43,599	$	41,626	$	1,973	4.7	%
EMEA		35,567		40,483		(4,916)	(12.1)	%
Asia Pacific		8,825		9,938		(1,113)	(11.2)	%
Latin America		8,365		8,332		33	0.4	%
Total	$	96,356	$	100,379	$	(4,023)	(4.0)	%

The net sales decrease of $4.0 million was driven by lower sales from EMEA and Asia Pacific, partia lly mitigated by higher sales from the United States. The decrease in sales from EMEA was primarily attributable to lower sales of pigment products of $7.0 million, partially mitigated by sales from Diegel of $2.1 million. The decrease in sales from Asia Pacific was primarily attributable to lower sales of pigment products of $3.3 million, partially mitigated by sales from UWiZ of $2.1 million. Sales from Latin America

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remained relatively flat. The increase in sales from the United States was primarily driven by higher sales of surface technology of $4.2 million, partially offset by lower sales of pigment products of $2.6 million.

Summary of Cash Flows for the three months ended March 31, 2019 and 2018



	Three Months Ended
	March 31,
	2019		2018		$ Change
	(Dollars in thousands)
Net cash used in operating activities	$	(67,527)	$	(34,285)	$	(33,242)
Net cash used in investing activities		(3,391)		(23,012)		19,621
Net cash provided by financing activities		23,877		45,780		(21,903)
Effect of exchange rate changes on cash and cash equivalents		377		1,262		(885)
(Decrease) in cash and cash equivalents	$	(46,664)	$	(10,255)	$	(36,409)

The following table includes details of net cash provided by ope rating activities.



	Three Months Ended
	March 31,
	2019		2018		$ Change
	(Dollars in thousands)
Cash flows from operating activities:
Net income	$	13,878	$	23,598	$	(9,720)
Loss on sale of assets		164		229		(65)
Depreciation and amortization		14,264		13,392		872
Interest amortization		900		870		30
Restructuring and impairment		179		2,429		(2,250)
Accounts receivable		(43,733)		(32,657)		(11,076)
Inventories		(12,652)		(28,820)		16,168
Accounts payable		(43,680)		(7,139)		(36,541)
Other current assets and liabilities, net		(819)		(6,735)		5,916
Other adjustments, net		3,972		548		3,424
Net cash used in operating activities	$	(67,527)	$	(34,285)	$	(33,242)

Cash flows from operating activities. Cash fl ows provided by operating activities de creased $33.2 million in the first three months of 2019 compared with the prior-y ear same period. The decrease in cash from operating activities was primarily due to a decrease in net income of $9 .7 million and higher cash outflow s for net working capital of $31.4 million, partially offset by an increase in other current assets and liabilit ies and other adjustments of $9 .3 million .

Cash flows used in investing activities. Cash flows used in i n vesting activities decreased $19.6 million in the first three months of 2019 compared with the prior-year same period. The increase in cash from investing activities was primarily due to collections of financing receivables from the international receivable sales program (Note 8) of $20.2 million in the first quarter of 2019 and lower cash outflows for business acquisitions, net of cash acquired of $2.1 million in the three months ended March 31, 2019, compared to the prior-year same period .

Cash flows from financing activities. Cash flows provided by financin g activities de creased $21.9 million in the first three month s of 2019 compared with the prior-year same period. The decrease was primarily due to the purchase of treasury stock of $25.0 million in the three months ended March 31, 2019.

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Capital Resources and Liquidity

Amended Credit Facility

On April 25, 2018 the Company entered into an amendment (the “Amended Credit Facility”) to its existing credit facility (the “Credit Facility”) which Amended Credit Facility (a) provided a new revolving facility (the “2018 Revolving Facility”), which replaced the Company’s existing revolving facility, (b) repriced the (“Tranche B-1 Loans”) , (c) provided new tranche s of term loans (“Tranche B-2 Loans” and “Tranche B-3 Loans”) denominated in U.S. dollars and will be used for ongoing working capital requirements and general corporate purposes . The Tranche B-2 Loans are borrowed by the Company and the Tranche B-3 Loans are borrowed on a joint and several basis by Ferro GmbH and Ferro E urope Holdings LLC .

The base rate for term loans will be the highest of (i) the federal funds rate plus 0.50%, (ii) the syndication agent’s prime rate, (iii) the daily LIBOR rate plus 1.00% or (iv) 0.00%. The applicable margin for base rate loans is 1.25%.

The LIBOR rate for term loans shall not be less than 0.0% and the applicable margin for LIBOR rate term loans is 2.25%.

At March 31, 2019, the Company had borrowed $351.5 million under the Tranche B-1 Loans at an interest rate of 4.85%, $232.7 million under the Tranche B-2 Loans at an interest rate of 4.85%, and $227.7 million under the Tranche B-3 Loans at an interest rate of 4.85%. At March 31, 2019, there were no additional borrowings available under the Tranche B-1 Loans, Tranche B-2 Loans and Tranche B-3 Loans. In connection with these borrowings, w e entered into swap agreements in the second quarter of 2018. At March 31, 2019, the effective interest rate for the Tranche B-1 Loans, Tranche B-2 Loans, and Tranche B-3 Loans, after adjusting for the interest rate swap, was 5.17%, 3.33%, and 2.48%, respectively.

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The base rate for revolving loans will be the highest of (i) the federal funds rate plus 0.50%, (ii) the syndication agent’s prime rate, (iii) the daily LIBOR rate plus 1.00% or (iv) 0.00%. The applicable margin for base rate loans will vary between 0.50% to 1.50%.

The LIBOR rate for revolving loans shall not be less than 0% and the applicable margin for LIBOR rate revolving loans will vary between 1.50% and 2.50%.

At March 31, 2019, there were $51.3 million borrowings under the 2018 Revolving Credit Facility at an interest rate of 4.49%. After reductions for outstanding letters of credit secured by these facilities, we had $ 444.0 million of additional borrowings available under the rev olving credit facilities at March 31, 2019 .

Specific to the 2018 Revolving Facility, the Company is subject to a financial covenant regarding the Company’s maximum leverage ratio. If an event of default occurs, all amounts outstanding under the Amended Credit Facility agreement may be accelerated and becom e immediately due and payable. At March 31, 2019, we were in compliance with the covenants of the Amended Credit Facility.

Off Balance Sheet Arrangements

Consignment and Customer Arrangements for Precious Metals. We use precious metals, primarily silver, in the production of some of our products. We obtain precious metals from financial institutio ns under consignment agreements. The financial institutions retain ownership of the precious metals and charge us fees based on the amounts we consign and the period of consignment. These fees were $1.1 million and $0.4 million for the three months ended March 31, 2019 and 2018 , respectively. We had on hand precious metals owned by participants in our precious metals program of $53.6 million at March 31, 2019 , and $55.2 million at December 31, 2018 , measured at fair value based on market prices for ide ntical assets .

The consignment agreements under our precious metals program involve short-term commitments that typically mature within 30 to 90 days of each transaction and are typically renewed on an ongoing basis. As a result, the Company relies on the continued willingness of financial institutions to participate in these arrangements to maintain this source of liquidity. On occasion, we have been required to deliver cash collateral. While no deposits were outstanding at March 31, 2019 , or December 31, 2018 , we may be required to furnish cash collateral in the future based on the quantity and market value of the precious metals under consignment and the amount of collateral-free lines provided by the financial institutions. The amount of cash collateral required is subject to review by the financial institutions and can be changed at any time at their discretion, based in part on their assessment of our creditworthiness.

International Receivable Sales Programs

We have several international programs to sell without recourse trade accounts receivable to financial institutions. These transactions are treated as a sale and are accounted for as a reduction in accounts receivable because the agreements transfer effective control over and risk related to the receivables to the buyers. The Company continues to service the receivables sold in exchange for a fee . The program, whose maximum capacity is € 100 million , is scheduled to expire in December 2023. T he outstanding principal amount of receivables sold under this program was $63.9 million at March 31, 2019 and $71.3 million at December 31, 2018 . The carrying amount

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of deferred purchase price was $23.1 million at March 31, 2019 and $23.0 million at December 31, 2018, and is recorded in Other Receivables.

Bank Guarantees and Standby Letters of Credit.

At March 31, 2019 , the Company and its subsidiaries had bank guarantees and standby letters of credit issued by financial institutions that totaled $7.4 million. These agreements primarily relate to Ferro’s insurance programs, foreign energy purchase contracts and foreign tax payments.

Liquidity Requirements

Our primary sources of liquidity are available cash and cash equivalents, available lines of credit under the revolving credit facility, and cash flows from operating activities. As of March 31, 2019 , we had $57.7 million of cash and cash equivalents. The majority of our cash and cash equivalents were held by foreign subsidiaries. Cash generated in the U.S. is generally used to pay down amounts outstanding under our revolving credit facility and for general corporate purposes, including acquisitions. If needed, we could repatriate the majority of cash held by foreign subsidiaries without the need to accrue and pay U.S. income taxes. We do not anticipate a liquidity need requiring such repatriation of these funds to the U.S.

Our liquidity requirements and uses primarily include debt service, purchase commitments, labor costs, working capital requirements, restructuring expenditures, acquisition costs, 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 financi ng arrangements. Cash flows provided by operating activities are primarily driven by earnings before non-cash charges and changes in working capital needs. We had additional borrowing capacity of $472.1 million at March 31, 2019 , and $525.6 million at December 31, 2018 , available under our various credit facilities, primarily the 2018 Revolving Facility.

The 2018 Revolving F acility subjects us to a customary financial covenant regarding the Company’s maximum leverage ratio. This covenant under our Amended C redit F acility restrict s the amount of our borrowings, reducing our flexibility to fund ongoing operations and strategic initiatives.

As of March 31, 2019 , we were in compliance with our maximum leverage ratio covenant of 4. 00x as our actual ratio was 2.95x, providing $78.4 million of EBITDA cushion on the leverage ratio, as defined within the Amended Credit Facility. To the extent that economic conditions in key markets deteriorate or we are unable to meet our business projections and EBITDA falls below approximately $219 million for rolling four quarters, based on reasonably consistent net debt levels with those as of March 31, 2019 , we could become unable to maintain compliance with our leverage ratio covenant. In such case, our lenders could demand immediate payment of outstanding amounts and we would need to seek alternate financing sources to pay off such debts and to fund our ongoing operations. Such financing may not be available on favorable terms, if at all.

Difficulties experienced in global capital markets could affect the ability or willingness of counterparties to perform under our various lines of credit, forward contracts, and precious metals program. These counterparties are major, reputable, multinational institutions, all having investment-grade credit ratings. 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 o f such businesses and assets . 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 a material definitive agreement or closed on 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 our Annual Report on Form 10-K for the year ended December 31, 2018 .

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Impact of Newly Issued Accounting Pronouncements

Refer to Note 2 to the condensed consolidated financial statements under Item 1 of this Quarterly Report on Form 10-Q for a discussion of accounting standards we recently adopte d or will be required to adopt.

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 include those 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, 2018 .

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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. To reduce our exposure to in terest rate changes on variable- rate debt, we have entered into interest rate swap agreements. These swaps effectively co nvert a portion of our variable- rate debt to a fixed rate. 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 substantially offset these gains and losses.

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



	March 31,		December 31,
	2019		2018
	(Dollars in thousands)
Variable-rate debt:
Carrying amount (1)	$	858,516	$	809,072
Fair value (1)		845,437		796,846
Increase in annual interest expense from 1% increase in interest rates		3,186		2,680
Decrease in annual interest expense from 1% decrease in interest rates		(3,186)		(2,680)
Fixed-rate debt:
Carrying amount		8,109		8,362
Fair value		5,385		5,258
Change in fair value from 1% increase in interest rates		NM		NM
Change in fair value from 1% decrease in interest rates		NM		NM
Interest rate swaps:
Notional amount		316,806		317,604
Carrying amount and fair value		(9,227)		(5,244)
Change in fair value from 1% increase in interest rates		13,404		13,945
Change in fair value from 1% decrease in interest rates		(12,923)		(13,508)
Cross currency swaps:
Notional amount		344,025		344,894
Carrying amount and fair value		23,000		17,104
Change in fair value from 10% increase		(34,908)		(35,455)
Change in fair value from 10% decrease		39,988		40,575
Foreign currency forward contracts:
Notional amount		410,061		387,190
Carrying amount and fair value		1,021		(270)
Change in fair value from 10% appreciation of U.S. dollar		10,691		8,070
Change in fair value from 10% depreciation of U.S. dollar		(13,490)		(9,863)

(1) The carrying values of the term loan facilitates are net of unamor tized debt issuance costs of $4.6 milli on and $4.8 million for the period ended March 31, 2019 and December 31, 2018, respectively.

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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 March 31, 2019 , 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 March 31, 2019 .

Changes in Internal Control over Financial Reporting

During the first quarter of 2019 , 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.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

In November 2017, Suffolk County Water Authority filed a complaint, Suffolk County Water Authority v. The Dow Chemical Company et al., against the Company and a number of other companies in the U.S. Federal Court for the Eastern District of New York with regard to the product 1,4 dioxane. The plaintiff alleges, among other things, that the Suffolk County water supply is contaminated with 1,4 dioxane and that the defendants are liable for unspecified costs of cleanup and remediation of the water supply, among other damages. The Company has not manufactured 1,4 dioxane since 2008, denies the allegations related to liability for the plaintiff’s claims, and is vigorous ly defending this proceeding. Since December 2018, additional complaints have be en filed in the same court by 15 other New York water suppliers against the C ompany and others making substantially similar allegations regarding the contamination of their respective water supplies with 1,4 dioxane. The Company is likewise vigorously defending these additional actions. The Company currently does not expect the outcome of these proceedings to have a material adverse impact on its consolidated financial condition, results of operations, or cash flows, net of any insurance coverage. However, it is not possible to predict the ultimate outcome of these proceedings due to the unpredictable nature of litigation.

In addition to the proceedings described above, the Company and its consolidated subsidiaries are subject from time to time to various claims, lawsuits, investigations, and proceedings related to products, services, contracts, environmental, health and safety, employment, intellectual property, and other matters, including with respect to divested businesses. The outcome of such matters is unpredictable, our assessment of them may change, and resolution of them could have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows. We do not currently expect the resolution of such matters to materially affect the consolidated 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 D ecember 31, 2018 .

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

Our Board of Directors has not declared any dividends on common stock during 2019 or 2018. The Company’s Amended Credit Facility restricts the amount of dividends we can pay on our common stock. Any future dividends declared would be at the discretion of our Board of Directors and would depend on our financial condition, results of operations, cash flows, contractual obligations, the terms our financing agreements at the time a dividend is considered, and other relevant factors.

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



					Total Amount of		Maximum Dollar
					Shares Purchased		Amount that May
	Total Number				as Part of Publicly		Yet Be Purchased
	of Shares	Average Price			Announced Plans		Under the Plans
	Purchased	Paid per Share			or Programs		or Programs
	(Dollars in thousands, except for per share amounts)
January 1, 2019 to January 31, 2019	319,713	$	16.42	$	5,249,278	$	65,943,242
February 1, 2019 to February 28, 2019	831,693	$	17.13	$	14,247,290	$	51,695,952
March 1, 2019 to March 31, 2019	289,272	$	19.03	$	5,503,417	$	46,192,535
Total	1,440,678			$	24,999,985

__________________________

Item 3. Defaults Upon Senior Securities

Not applicable.

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Item 4. Mine Safety Disclosures

Not applicable.

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.

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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:	April 30, 2019
		/s/ Peter T. Thomas
		Peter T. Thomas
		Chairman, President and Chief Executive Officer (Principal Executive Officer)

Date:	April 30, 2019
		/s/ Benjamin J. Schlater
		Benjamin J. Schlater
		Group Vice President and Chief Financial Officer (Principal Financial Officer)

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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 of Ferro Corporation (incorporated by reference to Exhibit 4.1 to Ferro Corporation’s Registration Statement on Form S ‑ 3, filed March 5, 2008).
3.2	Certificate of Amendment to the Eleventh Amended Articles of Incorporation of Ferro Corporation filed December 29, 1994 (incorporated by reference to Exhibit 4.2 to Ferro Corporation’s Registration Statement on Form S ‑ 3, filed March 5, 2008).
3.3	Certificate of Amendment to the Eleventh Amended Articles of Incorporation of Ferro Corporation filed on June 23, 1998 (incorporated by reference to Exhibit 4.3 to Ferro Corporation’s Registration Statement on Form S ‑ 3, filed March 5, 2008).
3.4	Certificate of Amendment to the Eleventh Amended Articles of Incorporation of Ferro Corporation filed on October 17, 2011 (incorporated by reference to Exhibit 3.1 to Ferro Corporation’s Current Report on Form 8-K, filed October 17, 2011).
3.5	Certificate of Amendment to the Eleventh Amended Articles of Incorporation of Ferro Corporation filed on April 25, 2014 (incorporated by reference to Exhibit 3.5 to Ferro’s Quarterly Report on Form 10-Q, for the quarter ended June 30, 2014).
3.6	Ferro Corporation Amended and Restated Code of Regulations (incorporated by reference to Exhibit 3.1 to Ferro Corporation's current Report on Form 8-K filed December 12, 2016.)
	The Company agrees, upon request, to furnish to the U.S. Securities and Exchange Commission a copy of any instrument authorizing long-term debt that does not authorize debt in excess of 10% of the total assets of the Company and its subsidiaries on a consolidated basis.
10.1	Receivables Purchase and Servicing Agreement, dated December 5, 2018, among Ferro Spain S.A., Vetriceramici-Ferro S.p.A., Ferro Corporation and ING Belgique SA/NV (incorporated by reference to Exhibit 10.1 to Ferro Corporation’s Current Report on Form 8-K filed December 6, 2018).
10.2	First Amendment, dated as of April 25, 2018, to Credit Agreement among Ferro Corporation, Ferro GmbH and Ferro Europe Holding LLC, certain other subsidiaries of Ferro Corporation, PNC Bank, National Association, as the Administrative Agent, Collateral Agent and an Issuer, Deutsche Bank AG New York Branch, as the Syndication Agent and an Issuer, and various financial institutions as lenders (incorporated by reference to Exhibit 10.1 to Ferro Corporation’s current Report on Form 8-K, filed April 27, 2018).
10.3	Ferro Corporation 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to Ferro Corporation’s Current Report on Form 8-K, filed May 7, 2018.
10.4	Credit Agreement, dated as of February 14, 2017, among Ferro Corporation, the lenders party thereto, PNC Bank, National Association, as the administrative agent, collateral agent and a letter of credit issuer, Deutsche Bank AG New York Branch, as the syndication agent and as a letter of credit issuer, and the various financial institutions and other persons from time to time party thereto (incorporated by reference to Exhibit 10.1 to Ferro Corporation’s current Report on Form 8-K, filed February 17, 2017).

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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

__________________________

* Indicates management contract or compensatory plan, contract or arrangement in which one or more Directors and/or executives of Ferro Corporation may be participants.

** Certain exhibits and schedules have been omitted and the registrant agrees to furnish a copy of any omitted exhibits and schedules to the Securities and Exchange Commission

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Part Iprint 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 Part IIprint 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. Mine Safety Disclosuresprint Item 5. Other Informationprint Item 6. Exhibitsprint

3.4 Certificate of Amendment to the Eleventh Amended Articles of Incorporation of Ferro Corporation filed on October 17, 2011 (incorporated by reference to Exhibit3.1 to Ferro Corporations Current Report on Form8-K, filed October 17, 2011). 3.5 Certificate of Amendment to the Eleventh Amended Articles of Incorporation of Ferro Corporation filed on April 25, 2014 (incorporated by reference to Exhibit 3.5 to Ferros Quarterly Report on Form 10-Q, for the quarter ended June 30, 2014). 3.6 Ferro Corporation Amended and Restated Code of Regulations (incorporated by reference to Exhibit 3.1 to Ferro Corporation's current Report on Form 8-K filed December 12, 2016.) 10.1 Receivables Purchase and Servicing Agreement, dated December 5, 2018, among Ferro Spain S.A., Vetriceramici-Ferro S.p.A., Ferro Corporation and ING Belgique SA/NV (incorporated by reference to Exhibit 10.1 to Ferro Corporations Current Report on Form 8-K filed December 6, 2018). 10.2 First Amendment, dated as of April 25, 2018, to Credit Agreement among Ferro Corporation, Ferro GmbH and Ferro Europe Holding LLC, certain other subsidiaries of Ferro Corporation, PNC Bank, National Association, as the Administrative Agent, Collateral Agent and an Issuer, Deutsche Bank AG New York Branch, as the Syndication Agent and an Issuer, and various financial institutions as lenders (incorporated by reference to Exhibit 10.1 to Ferro Corporations current Report on Form 8-K, filed April 27, 2018). 10.3 Ferro Corporation 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to Ferro Corporations Current Report on Form 8-K, filed May 7, 2018. 10.4 Credit Agreement, dated as of February 14, 2017, among Ferro Corporation, the lenders party thereto, PNC Bank, National Association, as the administrative agent, collateral agent and a letter of credit issuer, Deutsche Bank AG New York Branch, as the syndication agent and as a letter of credit issuer, and the various financial institutions and other persons from time to time party thereto (incorporated by reference to Exhibit 10.1 to Ferro Corporations current Report on Form 8-K, filed February 17, 2017). 31.1 Certification of Principal Executive Officer Pursuant to Rule13a-14(a)/15d-14(a). 31.2 Certification of Principal Financial Officer Pursuant to Rule13a-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.

DIRECTORS	AGE	BIO	OTHER DIRECTOR MEMBERSHIPS
Young K Sohn		Mr. Sohn has extensive finance, operations and investment expertise in the semiconductor and broader technology industry from his leadership and advisory roles at technology companies and investment firms. Mr. Sohn brings broad perspective on corporate strategy and international industry trends to our Board. In addition, Mr. Sohn contributes to the expertise of our Board from serving and having served as a member of other public company boards.
Moshe Gavrielov		Mr. Gavrielov has extensive executive leadership and management experience from his roles as a chief executive officer and other management positions at a range of technology companies. Moreover, as a former executive officer of Cadence, Mr. Gavrielov brings to the Board an appreciation of our business and culture. In addition to his executive leadership experience, Mr. Gavrielov contributes to the expertise of our Board from serving and having served as a member of other public company boards.
ML Krakauer		Ms. Krakauer has served as Board Chair since 2023 and as a director of Cadence since 2022. Ms. Krakauer retired as Executive Vice President, Chief Information Officer of Dell Corporation, a global information technology company, in 2017. Prior to that, she held multiple executive positions at EMC Corporation, a global IT infrastructure company, which she joined in 2008. These included Executive Vice President, Chief Information Officer; Executive Vice President, Business Development, Global Enterprise Services; Executive Vice President, Global Human Resources; and VP and COO, Technology Services & Solutions and Managed Services Businesses. Prior to joining EMC, Ms. Krakauer held executive general management roles at Hewlett-Packard Enterprise, Compaq Computer Corporation and Digital Equipment Corporation.
Mark W Adams	60	Mr. Adams has served as President and Chief Executive Officer of Penguin Solutions, Inc., a compute, memory and LED solutions provider, since 2020. He served as Chief Executive Officer of Lumileds Holding B.V., a light engine technology company, from 2017 to 2019 and served as President of Micron Technology, Inc., a semiconductor solutions company, from 2012 to 2016. From 2006 to 2012, Mr. Adams served in several positions at Micron Technology, Inc., including interim Chief Financial Officer, Vice President of Worldwide Sales and Vice President of Digital Media. Prior to joining Micron Technology, Inc., Mr. Adams served as Chief Operating Officer of Lexar Media, Inc. in 2006 and as Vice President of Sales and Marketing of Creative Labs, Inc. from 2002 to 2006.	Seagate Technology plc
Lewis Chew		Mr. Chew has extensive financial and accounting expertise and executive leadership experience from his roles as chief financial officer at other technology companies and as a partner at a Big 4 accounting firm. In addition to his experience as a chief financial officer and an accounting firm partner, Mr. Chew contributes to the expertise of our Board from serving and having served as a member of other public company boards.
Julia Liuson		Ms. Liuson has served as President of the Developer Division of Microsoft Corporation (“Microsoft”), a global technology provider, since 2021, after her tenure as Corporate Vice President from 2012 to 2021. Since joining Microsoft in 1992, she has demonstrated exceptional leadership in both technology and business strategy, holding various technical and executive positions. Ms. Liuson currently sets and executes key technology directions for developer tools and the Microsoft Azure developer platform, serving over 50 million developers worldwide and over $10 billion in annual revenue. As part of this portfolio, Ms. Liuson also oversees GitHub, Inc., a subsidiary of Microsoft, where she spearheads the integration of AI in software engineering through GitHub Copilot. Ms. Liuson also led efforts to enhance Microsoft’s cybersecurity measures. In recognition of her impactful contributions, Ms. Liuson was inducted into the Women in Technology Hall of Fame by Woman in Technology International in 2019.
James D Plummer	80	Dr. Plummer has been a professor of electrical engineering at Stanford University since 1978 and served as the Dean of the Stanford School of Engineering from 1999 to 2014. Dr. Plummer has received numerous awards for his research and is a member of the National Academy of Engineering. Dr. Plummer directed the Stanford Nanofabrication Facility from 1994 to 2000. In 2018, he was elected to the International Symposium on Power Semiconductor Devices hall of fame.
Ita Brennan		Ms. Brennan has extensive financial and accounting expertise and executive leadership experience from her roles as chief financial officer and other finance positions at companies in the technology industry. In addition to her experience as a chief financial officer, Ms. Brennan contributes to the expertise of our Board from serving and having served as a member of other public company boards.
Anirudh Devgan		Dr. Devgan has served as CEO of Cadence since 2021, as President of Cadence since 2017 and has been a member of the Board since 2021. Prior to becoming President, he was Executive Vice President and General Manager of the Digital & Signoff and System & Verification groups at Cadence. Prior to joining Cadence in 2012, Dr. Devgan was Corporate Vice President and General Manager of the Custom Design Business Unit at Magma Design Automation, Inc., an EDA company. Previous roles include management and technical positions at IBM, where he received numerous awards including the IBM Outstanding Innovation Award. Dr. Devgan is the recipient of the IEEE/SEMI Phil Kaufman Award, has been inducted into the National Academy of Engineering, is an IEEE Fellow, has written numerous research papers, and holds several patents.
Alberto Sangiovanni-Vincentelli		Dr. Sangiovanni-VincentelliI was a co-founder of SDA Systems, Inc., a predecessor of Cadence. Dr. Sangiovanni-Vincentelli has been a professor of electrical engineering and computer sciences at the University of California, Berkeley since 1976. He has also served as the President of Fondazione Chips-IT since December 2023. Dr. Sangiovanni-Vincentelli was elected to the National Academy of Engineering in 1998 and received the Kaufman Award from the Electronic Design Automation Consortium in 2001, the IEEE/RSE Wolfson James Clerk Maxwell Medal for his exceptional impact on the development of electronics and electrical engineering or related fields in 2008, the ACM/IEEE A. Richard Newton Technical Impact Award in EDA in 2009, the EDAA Lifetime Achievement Award in 2012 and the BBVA Foundation Frontiers Knowledge Award in Information and Communications Technologies in 2023 for transforming chip design from a handcrafted process to the automated industry that power today’s electronic devices. He holds four Honorary Doctorates from Aalborg University in Denmark, KTH Royal Institute of Technology in Sweden, AGH University of Krakow in Poland and University of Rome in Italy.

Name and Principal Position		Year			Salary ($)			Stock Awards ($)			Option Awards ($)			Non-Equity Incentive Plan Compensation ($)			All Other Compensation ($)			Total ($)
Anirudh Devgan President and Chief Executive Officer			2024			750,000			8,686,096			8,665,680			1,177,600			13,128			19,292,503
			2023			750,000			7,702,791			7,689,913			1,187,386			11,772			17,341,862
			2022			725,000			25,318,495			4,779,658			1,381,859			11,022			32,216,034
John M. Wall Senior Vice President and Chief Financial Officer			2024			575,000			3,344,319			1,718,649			604,053			12,630			6,254,651
			2023			575,000			3,050,188			1,568,773			705,606			11,772			5,911,339
			2022			550,000			8,528,597			1,218,800			845,326			11,022			11,153,745
Thomas P. Beckley Former Senior Vice President, GM, Custom IC & PCB Group			2024			475,000			2,866,516			1,473,202			487,136			21,590			5,323,445
	Paul Cunningham Senior Vice President, GM, System Verification Group			2024			475,000			2,886,516			1,473,202			496,452			11,946			5,323,116
				2023			475,000			2,541,824			1,307,264			594,990			11,222			4,930,300
			2022			450,000			7,461,699			975,070			661,438			10,036			9,558,243
Chin-Chi Teng Senior Vice President GM, Digital & Signoff Group			2024			475,000			2,886,516			1,473,202			482,241			14,408			5,311,368
			2023			475,000			2,541,824			1,307,264			580,438			13,183			4,917,709
			2022			450,000			7,461,699			975,070			650,089			12,260			9,549,118
Paul Scannell Senior Vice President Customer Success Team			2024			429,948			2,693,905			1,384,209			476,473			10,457			5,172,527

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

Owner	Position	Direct Shares	Indirect Shares
TAN LIP BU	-	602,589	31,400
BECKLEY THOMAS P	-	184,039	0
BECKLEY THOMAS P	-	156,156	0
DEVGAN ANIRUDH	-	147,963	0
TENG CHIN-CHI	-	109,179	0
Cunningham Paul	-	108,149	0
TENG CHIN-CHI	-	93,387	0
Cunningham Paul	-	87,316	0
WALL JOHN M	-	85,375	0
WALL JOHN M	-	80,515	0
ZAMAN ANEEL	-	68,471	0
DEVGAN ANIRUDH	-	55,874	0
SANGIOVANNI VINCENTELLI ALBERTO	-	42,051	0
Scannell Paul	-	27,203	0
ZAMAN ANEEL	-	24,499	0
Nisewaner Karna	-	20,309	0
Nisewaner Karna	-	19,880	0
Taxay Marc	-	10,599	0
CHEW LEWIS	-	7,638	0
Brennan Ita M	-	7,411	0
PLUMMER JAMES D	-	3,185	23,996
SOHN YOUNG	-	3,073	0
GAVRIELOV MOSHE	-	1,046	0
Adams Mark	-	0	12,148

December 31,

(Dollars in thousands)

Indefinite-lived intangibles assets:

Trade names and trademarks