EX-10.1

EXHIBIT 10.1

EXECUTION COPY

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT,
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT AND AMENDED AND
RESTATED SUBSIDIARY GUARANTY (DOMESTIC)

This FIRST AMENDMENT, dated as of April 4, 2011 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT AND AMENDED AND RESTATED SUBSIDIARY GUARANTY (DOMESTIC) (this “Amendment”), is entered into by and among FERRO CORPORATION, an Ohio corporation (the “Company”), the Subsidiaries of the Company listed on the signature pages hereto, the several banks and other financial institutions or entities listed on the signature pages hereto as Lenders, and PNC BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement, the Security Agreement and the Guaranty (each as defined below), as applicable.

WITNESSETH:

WHEREAS, the Company, the Lenders from time to time party thereto, the Administrative Agent, the Collateral Agent, the Issuer and the Syndication Agents have entered into the Third Amended and Restated Credit Agreement, dated as of August 24, 2010 (as amended, restated, supplemented, waived or otherwise modified prior to the date hereof, the “Credit Agreement”);

WHEREAS, the Grantors and the Collateral Agent have entered into the Amended and Restated Pledge and Security Agreement, dated as of August 24, 2010 (as amended, restated, supplemented, waived or otherwise modified prior to the date hereof, the “Security Agreement”);

WHEREAS, the Guarantors and the Collateral Agent have entered into the Amended and Restated Subsidiary Guaranty (Domestic) dated as of August 24, 2010 (as amended, restated, supplemented, waived or otherwise modified prior to the date hereof, the “Guaranty”);

WHEREAS, the Company has requested that the Credit Agreement, the Security Agreement and the Guaranty be amended as more fully set forth herein; and

WHEREAS, the Lenders signing below, constituting at least the Required Lenders, are willing to amend the Credit Agreement and to authorize and direct the Administrative Agent and the Collateral Agent to amend the Security Agreement and the Guaranty on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, the parties hereto hereby agree and covenant as follows:

SECTION 1. Amendments.

(a) Section 1.1 of the Credit Agreement shall be amended by amending and restating the definition of “Cash Management Obligations” as follows:

“Cash Management Obligations” means (a) obligations owed by the Company or any Subsidiary to any Cash Management Bank in respect of or in connection with any Cash Management Services and which has been designated by such Cash Management Bank and the Company, by notice to the Administrative Agent and the Collateral Agent not later than 90 days after such Cash Management Bank begins providing such Cash Management Services, as Cash Management Obligations or (b) obligations in respect of Indebtedness of the type described in Section 7.2.2(h) owed to any Person that at the time such Indebtedness was entered into was the Administrative Agent, the Collateral Agent, a Joint Lead Arranger, a Joint Bookrunner, a Lender or any Affiliate of any of the foregoing, and which has been designated by such Person and the Company, by notice to the Administrative Agent and the Collateral Agent not later than 90 days after the execution and delivery of the agreement evidencing such Indebtedness, as Cash Management Obligations; provided that in the case of both clauses (a) and (b) hereof, the designation of any obligations as Cash Management Obligations shall not create in favor of any Cash Management Bank or such Person described in clause (b) any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under this Agreement or any other Loan Document. Notwithstanding any failure by the applicable Person and the Company to deliver notice to the Administrative Agent and the Collateral, as of the First Amendment Effective Date (as defined in the First Amendment dated as of April 4, 2011 to this Agreement), (i) the Persons set forth on Schedule A to such First Amendment shall be deemed to be Cash Management Banks providing Cash Management Services constituting “Cash Management Obligations” and (ii) the obligations in respect of the agreements set forth on Schedule B to such First Amendment shall be deemed to constitute “Cash Management Obligations”.

(b) Section 1.1 of each of the Security Agreement and the Guaranty shall be amended by: amending and restating the definition of “Cash Management Obligations” as follows:

“Cash Management Obligations” means (a) obligations owed by the Company or any Subsidiary to any Cash Management Bank in respect of or in connection with any Cash Management Services and which has been designated by such Cash Management Bank and the Company, by notice to the Administrative Agent and the Collateral Agent not later than 90 days after such Cash Management Bank begins providing such Cash Management Services, as Cash Management Obligations or (b) obligations in respect of Indebtedness of the type described in Section 7.2.2(h) of the Credit Agreement owed to any Person that at the time such Indebtedness was entered into was the Administrative Agent, the Collateral Agent, a Joint Lead Arranger, a Joint Bookrunner, a Lender or any Affiliate of any of the foregoing, and which has been designated by such Person and the Company, by notice to the Administrative Agent and the Collateral Agent not later than 90 days after the execution and delivery of the agreement evidencing such Indebtedness, as Cash Management Obligations; provided that in the case of both clauses (a) and (b) hereof, the designation of any obligations as Cash Management Obligations shall not create in favor of any Cash Management Bank or such Person described in clause (b) any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under this Agreement or any other Loan Document. Notwithstanding any failure by the applicable Person and the Company to deliver notice to the Administrative Agent and the Collateral, as of the First Amendment Effective Date (as defined in the First Amendment dated as of April 4, 2011 to the Credit Agreement), (i) the Persons set forth on Schedule A to such First Amendment shall be deemed to be Cash Management Banks providing Cash Management Services constituting “Cash Management Obligations” and (ii) the obligations in respect of the agreements set forth on Schedule B to such First Amendment shall be deemed to constitute “Cash Management Obligations”.

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SECTION 2. Conditions to Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the following conditions (the date on which such conditions are satisfied, the “First Amendment Effective Date”):

(a) The Administrative Agent shall have received duly executed and delivered counterparts of this Amendment that, when taken together, bear the signatures of (i) the Company, (ii) the Grantors, (iii) the Guarantors, (iv) the Administrative Agent, (v) the Collateral Agent and (vi) the Required Lenders.

(b) The Company shall have paid to the Administrative Agent all outstanding fees, costs and expenses owing to the Administrative Agent and its Affiliates as of such date, except that the Company shall pay the reasonable fees, disbursements and other charges of Latham & Watkins LLP, counsel for the Administrative Agent, within seven days following receipt of an invoice therefor and such payment shall not constitute a condition to the occurrence of the First Amendment Effective Date.

(c) The Administrative Agent shall have received a certificate, dated as of the First Amendment Effective Date, duly executed and delivered by an Authorized Officer of the Company, as to the matters described in Section 3(a)(ii) and Section 3(a)(iii) of this Amendment.

SECTION 3. Miscellaneous.

(a) Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Company, the Grantors and the Guarantors represent and warrant to each of the Lenders, the Administrative Agent and the Collateral Agent that, as of the First Amendment Effective Date:

(i) This Amendment has been duly authorized, executed and delivered by the Company, the Grantors and the Guarantors, and this Amendment, the Credit Agreement, the Security Agreement and the Guaranty (in each case after giving effect to this Amendment) constitute the Company’s, each Grantor’s and each Guarantor’s, as applicable, legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;

(ii) The representations and warranties set forth in the Credit Agreement and each other Loan Document are, in each case after giving effect to this Amendment, true and correct in all material respects on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were true and correct in all material respects as of such earlier date;

(iii) No Default has occurred and is continuing; and

(iv) The execution, delivery and performance by the Company, each Grantor and each Guarantor of this Amendment do not (x) contravene any (A) such Person’s Organic Documents, (B) court decree or order binding on or affecting any such Person or (C) law or governmental regulation binding on or affecting any such Person or (y) result in (A) or require the creation or imposition of, any Lien on any such Person’s properties (except as permitted by the Credit Agreement) or (B) a default under any contractual restriction binding on or affecting any such Person.

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(b) Affirmation and Consent. The Company, each Grantor and each Guarantor hereby reaffirms, as of the First Amendment Effective Date, (i) the covenants and agreements made by such Person contained in each Loan Document to which it is a party, (ii) with respect to each Guarantor, its guarantee of payment of the Guaranteed Obligations pursuant to the Guaranty, and (iii) with respect to each Grantor party to the Security Agreement or a Mortgage, its pledges and other grants of Liens in respect of the Secured Obligations pursuant to any such Loan Document, in each case, as such covenants, agreements and other provisions may be modified by this Amendment.

(c) Cross-References. References in this Amendment to any Article or Section are, unless otherwise specified, to such Article or Section of this Amendment.

(d) Loan Document Pursuant to Credit Agreement. This Amendment is a Loan Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with all of the terms and provisions of the Credit Agreement, as amended hereby, including Article X thereof.

(e) Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

(f) Counterparts. This Amendment may be executed by the parties hereto in several counterparts, each of which when executed and delivered shall be an original and all of which shall constitute together but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile (or pdf or other electronic transmission) shall be effective as delivery of a manually executed counterpart of this Amendment.

(g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(h) Full Force and Effect; Limited Amendment.

(i) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agents or the Collateral Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Company, the Grantors and the Guarantors to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

(ii) The parties hereto acknowledge and agree that (i) this Amendment and any other Loan Documents executed and delivered in connection herewith do not constitute a novation, or termination of the “Obligations” (as defined in the Loan Documents) under the Credit Agreement as in effect prior to the First Amendment Effective Date; (ii) such “Obligations” are in all respects continuing (as amended hereby) with only the terms thereof being modified to the extent provided in this Amendment; and (iii) the Liens and security interests as granted under the Loan Documents securing payment of such “Obligations” are in all such respects continuing in full force and effect and secure the payments of the “Obligations”.

(i) Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

(j) Post-Closing Obligations. The Company shall complete and deliver Schedule A and Schedule B to this Amendment to the Administrative Agent and the Collateral Agent within 30 days after the First Amendment Effective Date.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers as of the day and year first above written.

FERRO CORPORATION
By:	/s/ John T. Bingle
	Name:	John T. Bingle
	Title:	Treasurer
FERRO ELECTRONIC MATERIALS INC.
By:	/s/ John T. Bingle
	Name:	John T. Bingle
	Title:	Treasurer
FERRO PFANSTIEHL LABORATORIES, INC.
By:	/s/ John T. Bingle
	Name:	John T. Bingle
	Title:	Treasurer
FERRO INTERNATIONAL SERVICES INC.
By:	/s/ John T. Bingle
	Name:	John T. Bingle
	Title:	Treasurer
FERRO CHINA HOLDINGS INC.
By:	/s/ John T. Bingle
	Name:	John T. Bingle
	Title:	Treasurer
OHIO-MISSISSIPPI CORPORATION
By:	/s/ John T. Bingle
	Name:	John T. Bingle
	Title:	Treasurer

[Signature Page to Ferro Corporation First Amendment]

CATAPHOTE CONTRACTING COMPANY
By:	/s/ John T. Bingle
	Name:	John T. Bingle
	Title:	Treasurer
THE FERRO ENAMEL SUPPLY COMPANY
By:	/s/ John T. Bingle
	Name:	John T. Bingle
	Title:	Treasurer
FERRO FAR EAST, INC.
By:	/s/ John T. Bingle
	Name:	John T. Bingle
	Title:	Treasurer

[Signature Page to Ferro Corporation First Amendment]

PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent and a Lender
By:	/s/ Christian S. Brown
	Name:	Christian S. Brown
	Title:	Senior Vice President

[Signature Page to Ferro Corporation First Amendment]

Lender signature pages on file with Administrative Agent

[Signature Page to Ferro Corporation First Amendment]

SCHEDULE A

Cash Management Banks Providing Cash Management Services

PNC Bank

Citibank

RBS Citizens

SCHEDULE B

Credit Lines for Indebtedness of Foreign Subsidiaries in connection with local lines of credit: 7.2.2 (h)

Bank	Facility/Purpose	Ferro Entity	Amount
Citibank	Standby Letter of Credit	Ferro B.V.	€	32,117
	Documentary Letters of Credit	Ferro Performance Materials (Suzhou)	$	500,000
	Omnibus Line	Ferro Co. Ltd. (Thailand)	$	419,175
	Omnibus Line	PT Ferro Mas Dinamika (Indonesia)	$	1,500,000
	Standby Letter of Credit	Ferro Taiwan Ltd.	$	250,000

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(a)/15D-14(a)

I, James F. Kirsch, certify that:

1.	I have reviewed this report on Form 10-Q of Ferro Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ James F. Kirsch  

James F. Kirsch 

Chairman, President and Chief Executive Officer
(Principal Executive Officer) 

Date: August 1, 2011

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13A-14(a)/15D-14(a)

I, Thomas R. Miklich, certify that:

1. I have reviewed this report on Form 10-Q of Ferro Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Thomas R. Miklich  

Thomas R. Miklich 

Vice President and Chief Financial Officer
(Principal Financial Officer) 

Date: August 1, 2011

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. 1350

In connection with the Form 10-Q (the “Report”) of Ferro Corporation (the “Company”) for the period ending June 30, 2011, I, James F. Kirsch, Chairman, President and Chief Executive Officer of the Company, certify that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ James F. Kirsch  

James F. Kirsch 

Chairman, President and Chief Executive Officer 

Date: August 1, 2011

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. 1350

In connection with the Form 10-Q (the “Report”) of Ferro Corporation (the “Company”) for the period ending June 30, 2011, I, Thomas R. Miklich, Vice President and Chief Financial Officer of the Company, certify that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Thomas R. Miklich  

Thomas R. Miklich 

Vice President and Chief Financial Officer 

Date: August 1, 2011

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Condensed Consolidated Balance Sheets (Unaudited) (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Current assets
Cash and cash equivalents	$ 27,368	$ 29,035
Accounts receivable, net	383,026	302,448
Inventories	253,107	202,067
Deposits for precious metals	0	28,086
Deferred income taxes	26,413	24,924
Other receivables	32,151	27,762
Other current assets	14,157	7,432
Total current assets	736,222	621,754
Other assets
Property, plant and equipment, net	393,729	391,496
Goodwill	219,842	219,716
Amortizable intangible assets, net	11,767	11,869
Deferred income taxes	123,370	121,640
Other non-current assets	84,289	67,880
Total assets	1,569,219	1,434,355
Current liabilities
Loans payable and current portion of long-term debt	61,270	3,580
Accounts payable	240,378	207,770
Income taxes	18,026	8,823
Accrued payrolls	35,908	49,590
Accrued expenses and other current liabilities	77,836	75,912
Total current liabilities	433,418	345,675
Other liabilities
Long-term debt, less current portion	291,324	290,971
Postretirement and pension liabilities	184,292	189,058
Deferred income taxes	2,459	2,211
Other non-current liabilities	23,078	22,833
Total liabilities	934,571	850,748
Series A convertible preferred stock (approximates redemption value)	0	9,427
Ferro Corporation shareholders' equity
Common stock	93,436	93,436
Paid-in capital	317,522	323,015
Retained earnings	404,278	362,164
Accumulated other comprehensive loss	(37,646)	(50,949)
Common shares in treasury, at cost	(153,674)	(164,257)
Total Ferro Corporation shareholders' equity	623,916	563,409
Noncontrolling interests	10,732	10,771
Total equity	634,648	574,180
Total liabilities and equity	$ 1,569,219	$ 1,434,355

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Condensed Consolidated Statements of Equity (Unaudited) (USD $) In Thousands	Total	Common in Treasury Shares	Common Stock	Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Non-controlling Interests
Beginning balance at Dec. 31, 2009	$ 560,495	$ (171,567)	$ 93,436	$ 331,376	$ 357,128	$ (60,147)	$ 10,269
Beginning balance, shares at Dec. 31, 2009		7,375
Net income (loss)	6,782				7,032		(250)
Other comprehensive income (loss), net of tax:
Foreign currency translation	(25,695)					(25,726)	31
Postretirement benefit liabilities	(3,035)					(3,035)
Raw material commodity swaps	(107)					(107)
Interest rate swaps	1,930					1,930
Total comprehensive income (loss)	(20,125)
Cash dividends:
Preferred	(330)				(330)
Stock-based compensation transactions, shares		(70)
Stock-based compensation transactions	1,850	2,838		(988)
Distributions to noncontrolling interests	(527)						(527)
Ending balance at Jun. 30, 2010	541,363	(168,729)	93,436	330,388	363,830	(87,085)	9,523
Ending balance, shares at Jun. 30, 2010		7,305
Beginning balance at Dec. 31, 2010	574,180	(164,257)	93,436	323,015	362,164	(50,949)	10,771
Beginning balance, shares at Dec. 31, 2010		7,242
Net income (loss)	42,812				42,279		533
Other comprehensive income (loss), net of tax:
Foreign currency translation	10,451					10,335	116
Postretirement benefit liabilities	2,968					2,968
Total comprehensive income (loss)	56,231
Cash dividends:
Preferred	(165)				(165)
Stock-based compensation transactions, shares		(376)
Stock-based compensation transactions	5,090	10,583		(5,493)
Distributions to noncontrolling interests	(688)						(688)
Ending balance at Jun. 30, 2011	$ 634,648	$ (153,674)	$ 93,436	$ 317,522	$ 404,278	$ (37,646)	$ 10,732
Ending balance, shares at Jun. 30, 2011		6,866

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Document and Entity Information (USD $)	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Document and Entity Information [Abstract]
Entity Registrant Name	FERRO CORP
Entity Central Index Key	0000035214
Document Type	10-Q
Document Period End Date	Jun. 30, 2011
Amendment Flag	false
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Public Float		$ 624,595,000
Entity Common Stock, Shares Outstanding	86,569,287

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Income Taxes

6 Months Ended

Jun. 30, 2011

Income Taxes [Abstract]

Income Taxes

7. Income Taxes

During the first half of 2011, income tax expense was $21.6 million, or 33.5% of pre-tax income. In the first six months of 2010, we recorded income tax expense of $22.5 million, or 76.9% of pre-tax income. The reduction in the effective tax rate primarily resulted from a decrease in losses in jurisdictions with full valuation allowances, which resulted in unrecognized tax benefits of $9.0 million in the prior-year period as compared to $3.0 million in the first six months of 2011. In addition, the effective tax rate in the prior-year period was impacted by $3.3 million of tax charges, which resulted from the elimination of future tax deductions related to Medicare Part D subsidies and the recording of valuation allowances on certain deferred tax assets.

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Restructuring and Cost Reduction Programs

6 Months Ended

Jun. 30, 2011

Restructuring and Cost Reduction Programs [Abstract]

Restructuring and Cost Reduction Programs

12. Restructuring and Cost Reduction Programs

During the first half of 2011, we continued to wind down our restructuring programs. Current period charges primarily relate to facility closing and exit costs in Limoges, France; Casiglie, Italy; and Castanheira do Ribatejo, Portugal.

For the six months ended June 30, 2011 and 2010, total charges resulting from these activities were $3.6 million and $36.4 million, respectively, of which $0.4 million and $1.9 million, respectively, were recorded in cost of sales as they related to accelerated depreciation on assets to be disposed, and the remaining $3.2 million and $34.5 million, respectively, were reported as restructuring and impairment charges. For the six months ended June 30, 2011, restructuring and impairment charges of $3.2 million consisted of gross charges of $5.7 million, partially offset by a gain on the sale of a building of $1.1 million and a reduction of accrued rent previously included in restructuring charges of $1.4 million.

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

	Employee						Asset
	Severance			Other Costs			Impairment			Total
	(Dollars in thousands)
Balance at December 31, 2010	$	2,429		$	5,863		$	—		$	8,292
Restructuring charges		1,814			1,358			3			3,175
Cash payments		(3,384	)		(2,967	)		—			(6,351	)
Currency translation adjustment		136			417			—			553
Non-cash items		(27	)		(109	)		(3	)		(139	)
Balance at June 30, 2011	$	968		$	4,562		$	—		$	5,530

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

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Inventories

6 Months Ended

Jun. 30, 2011

Inventories [Abstract]

Inventories

3. Inventories

Inventories consisted of the following:

	June 30,		December 31,
	2011		2010
	(Dollars in thousands)
Raw materials	$	86,548	$	63,856
Work in process		48,069		38,684
Finished goods		118,490		99,527
Total inventories	$	253,107	$	202,067

In the production of some of our products, we use precious metals, some of which we obtain from financial institutions under consignment agreements with terms of one year or less. The financial institutions retain ownership of the precious metals and charge us fees based on the amounts we consign. These fees were $2.7 million and $1.3 million for the three months ended June 30, 2011 and 2010, respectively, and $4.7 million and $2.4 million for the six months ended June 30, 2011 and 2010, respectively, and were charged to cost of sales. We had on hand precious metals owned by participants in our precious metals consignment program of $269.1 million at June 30, 2011, and $205.7 million at December 31, 2010, measured at fair value based on market prices for identical assets. At December 31, 2010, we had delivered $28.1 million in cash collateral as a result of the market value of the precious metals under consignment exceeding the credit lines provided by some of the financial institutions. At June 30, 2011, no cash collateral was outstanding.

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Retirement Benefits

6 Months Ended

Jun. 30, 2011

Retirement Benefits [Abstract]

Retirement Benefits

9. Retirement Benefits

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

	U.S. Pension Plans						Non-U.S. Pension Plans						Other Benefit Plans
	2011			2010			2011			2010			2011			2010
	(Dollars in thousands)
Components of net periodic cost:
Service cost	$	8		$	7		$	562		$	834		$	—		$	—
Interest cost		5,120			5,156			1,492			2,517			483			607
Expected return on plan assets		(5,165	)		(4,491	)		(837	)		(1,759	)		—			—
Amortization of prior service cost		19			24			(34	)		(121	)		(101	)		(399	)
Net amortization and deferral		2,739			3,456			164			193			(160	)		(43	)
Curtailment and settlement effects		—			—			—			(3,839	)		—			—
Net periodic benefit cost	$	2,721		$	4,152		$	1,347		$	(2,175	)	$	222		$	165

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

	U.S. Pension Plans						Non-U.S. Pension Plans						Other Benefit Plans
	2011			2010			2011			2010			2011			2010
	(Dollars in thousands)
Components of net periodic cost:
Service cost	$	8		$	14		$	1,101		$	1,716		$	—		$	—
Interest cost		10,234			10,312			2,924			5,252			965			1,214
Expected return on plan assets		(10,301	)		(8,982	)		(1,647	)		(3,658	)		—			—
Amortization of prior service cost		37			48			(67	)		(253	)		(201	)		(798	)
Net amortization and deferral		5,974			6,912			325			340			(320	)		(86	)
Curtailment and settlement effects		—			—			—			(4,565	)		—			—
Net periodic benefit cost	$	5,952		$	8,304		$	2,636		$	(1,168	)	$	444		$	330

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

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Comprehensive Income (Loss)

6 Months Ended

Jun. 30, 2011

Comprehensive Income (Loss) [Abstract]

Comprehensive Income (Loss)

14. Comprehensive Income (Loss)

The components of comprehensive income (loss) were as follows:

	Three months ended					Six months ended
	June 30,					June 30,
	2011		2010			2011		2010
	(Dollars in thousands)
Net income	$	19,621	$	7,594		$	42,812	$	6,782
Other comprehensive income (loss), net of tax:
Foreign currency translation		4,872		(14,685	)		10,451		(25,695	)
Postretirement benefit liabilities		3,459		(3,203	)		2,968		(3,035	)
Raw material commodity swaps		—		—			—		(107	)
Interest rate swaps		—		1,206			—		1,930
Total comprehensive income (loss)		27,952		(9,088	)		56,231		(20,125	)
Less: Comprehensive income (loss) attributable to noncontrolling interests		301		524			649		(219	)
Comprehensive income (loss) attributable to Ferro Corporation	$	27,651	$	(9,612	)	$	55,582	$	(19,906	)

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Serial Convertible Preferred Stock

6 Months Ended

Jun. 30, 2011

Serial Convertible Preferred Stock [Abstract]

Serial Convertible Preferred Stock

10. Serial Convertible Preferred Stock

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

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Contingent Liabilities

6 Months Ended

Jun. 30, 2011

Contingent Liabilities [Abstract]

Contingent Liabilities

8. Contingent Liabilities

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

The Company has a non-operating facility in Brazil that is environmentally contaminated. We have recorded an undiscounted remediation liability because we believe the liability is incurred and the amount of contingent loss is reasonably estimable. The recorded liability associated with this facility was $10.4 million at June 30, 2011, and $9.8 million at December 31, 2010. The ultimate loss will depend on the extent of contamination found as the project progresses and acceptance by local authorities of remediation activities, including the time frame of monitoring involved.

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

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Basis of Presentation

6 Months Ended

Jun. 30, 2011

Basis of Presentation [Abstract]

Basis of Presentation

1. Basis of Presentation

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

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Property, Plant and Equipment

6 Months Ended

Jun. 30, 2011

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

4. Property, Plant and Equipment

Property, plant and equipment is reported net of accumulated depreciation of $622.4 million at June 30, 2011, and $594.3 million at December 31, 2010. Unpaid capital expenditure liabilities, which are noncash investing activities, were $7.3 million at June 30, 2011, and $6.1 million at June 30, 2010.

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Financing and Long-term Debt

6 Months Ended

Jun. 30, 2011

Financing and Long-term Debt [Abstract]

Financing and Long-term Debt

5. Financing and Long-term Debt

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

	June 30,		December 31,
	2011		2010
	(Dollars in thousands)
Loans payable to banks	$	2,313	$	709
Domestic accounts receivable asset securitization program		45,000		—
International accounts receivable sales programs		11,003		—
Current portion of long-term debt		2,954		2,871
Total loans payable and current portion of long-term debt	$	61,270	$	3,580

Long-term debt consisted of the following:

	June 30,			December 31,
	2011			2010
	(Dollars in thousands)
7.875% Senior Notes	$	250,000		$	250,000
6.50% Convertible Senior Notes, net of unamortized discounts		33,789			33,368
Revolving credit facility		448			—
Capitalized lease obligations		5,721			6,177
Other notes		4,320			4,297
Total long-term debt		294,278			293,842
Less current portion		(2,954	)		(2,871	)
Total long-term debt, less current portion	$	291,324		$	290,971

Receivable Sales Programs

We have an asset securitization program for Ferro’s U.S. trade accounts receivable. In May 2011, we made certain modifications to and extended the maturity of this $50.0 million facility through May 2012. We sell interests in our domestic receivables to various purchasers, and we may obtain up to $50.0 million in the form of cash or, under the current program, letters of credit. Advances received under this program are accounted for as borrowings secured by the receivables and included in net cash provided by financing activities. At June 30, 2011, advances received of $45.0 million were secured by $114.5 million of accounts receivable. The interest rate under this program is the sum of (A) either (1) commercial paper rates, (2) LIBOR rates, or (3) the federal funds rate plus 0.5% or the prime rate and (B) a fixed margin. At June 30, 2011, the interest rate was 0.6%. We had no borrowings under this program at December 31, 2010.

In the first half of 2011, we entered into several international programs to sell with recourse trade accounts receivable to financial institutions. Advances received under these programs are accounted for as borrowings secured by the receivables and included in net cash provided by financing activities. At June 30, 2011, the commitments supporting these programs totaled $20.3 million, the advances received were secured by $13.3 million of accounts receivable, and no additional borrowings were available under the programs. The interest rates under these programs are based on EURIBOR rates plus 1.75%. At June 30, 2011, the weighted-average interest rate was 3.1%.

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

7.875% Senior Notes

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

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

6.50% Convertible Senior Notes

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

2010 Credit Facility

In 2010, we entered into the Third Amended and Restated Credit Agreement with a group of lenders for a five-year, $350 million multi-currency senior revolving credit facility (the “2010 Credit Facility”). The interest rate under the 2010 Credit Facility is the sum of (A) either (1) LIBOR or (2) the higher of the Federal Funds Rate plus 0.5%, the Prime Rate, or LIBOR plus 1.0% and (B) a variable margin based on the Company’s leverage. At June 30, 2011, the interest rate was 2.7%. We had no borrowings under this facility at December 31, 2010. The 2010 Credit Facility matures on August 24, 2015, and is secured by substantially all of Ferro’s assets.

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

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

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Earnings Per Share

6 Months Ended

Jun. 30, 2011

Earnings Per Share [Abstract]

Earnings Per Share

13. Earnings Per Share

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

	Three months ended				Six months ended
	June 30,				June 30,
	2011		2010		2011		2010
	(In thousands, except per share amounts)
Basic earnings per share computation:
Net income attributable to Ferro Corporation common shareholders	$	19,389	$	6,935	$	42,114	$	6,702
Weighted-average common shares outstanding		86,159		85,783		86,067		85,809
Basic earnings per share attributable to Ferro Corporation common shareholders	$	0.23	$	0.08	$	0.49	$	0.08
Diluted earnings per share computation:
Net income attributable to Ferro Corporation common shareholders	$	19,389	$	6,935	$	42,114	$	6,702
Plus: Convertible preferred stock dividends, net of tax		—		—		103		—
Total	$	19,389	$	6,935	$	42,217	$	6,702
Weighted-average common shares outstanding		86,159		85,783		86,067		85,809
Assumed exercise of stock options		268		212		293		225
Assumed satisfaction of deferred stock unit conditions		38		88		51		71
Assumed satisfaction of restricted share conditions		403		347		383		325
Assumed conversion of convertible notes		—		—		—		—
Assumed conversion of convertible preferred stock		—		—		264		—
Weighted-average diluted shares outstanding		86,868		86,430		87,058		86,430
Diluted earnings per share attributable to Ferro Corporation common shareholders	$	0.22	$	0.08	$	0.48	$	0.08

Securities that could potentially dilute basic earnings per share in the future but were not included in the computation of diluted earnings per share because to do so would have been antidilutive represented 5.3 million common shares for the three and six months ended June 30, 2011, and 13.0 million common shares for the three and six months ended June 30, 2010.

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Financial Instruments

6 Months Ended

Jun. 30, 2011

Financial Instruments [Abstract]

Financial Instruments

6. Financial Instruments

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

• Cash and cash equivalents;

• Notes receivable;

• Deposits;

• Miscellaneous receivables; and

• Short-term loans payable.

Long-term Debt

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

	June 30, 2011				December 31, 2010
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
	(Dollars in thousands)
7.875% Senior Notes	$	250,000	$	260,625	$	250,000	$	266,563
6.50% Convertible Senior Notes, net of unamortized discounts		33,789		36,181		33,368		36,379
Revolving credit facility		448		448		—		—
Other notes		4,320		3,619		4,297		3,600

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

Derivative Instruments

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

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

Foreign currency forward contracts. We manage foreign currency risks principally by entering into forward contracts to mitigate the impact of currency fluctuations on transactions. These forward contracts are not designated as hedging instruments. The fair value of these contracts is based on market prices for comparable contracts. We had foreign currency forward contracts with a notional amount of $277.6 million at June 30, 2011, and $187.3 million at December 31, 2010.

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

	June 30,			December 31,
	2011			2010			Balance Sheet Location
	(Dollars in thousands)
Asset derivatives:
Foreign currency forward contracts	$	1,372		$	1,261		Accrued expenses and other current liabilities
Liability derivatives:
Foreign currency forward contracts		(2,288	)		(1,501	)	Accrued expenses and other current liabilities

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

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

The classifications within the fair value hierarchy of these financial instruments were as follows:

	June 30, 2011										December 31,
	Level 1		Level 2			Level 3		Total			2010
	(Dollars in thousands)
Liabilities:
Foreign currency forward contracts, net	$	—	$	(916	)	$	—	$	(916	)	$	(240	)

The following table presents the effect of derivative instruments on our consolidated financial performance for the six months ended June 30:

						Amount of Gain (Loss)					Location of Gain
	Amount of Gain (Loss)					Reclassified from AOCI					(Loss) Reclassified
	Recognized in OCI					into Income					from AOCI into
	2011		2010			2011		2010			Income
	(Dollars in thousands)
Derivatives in Cash Flow Hedging Relationships:
Interest rate swaps	$	—	$	(996	)	$	—	$	(3,985	)	Interest expense

	Amount of Gain (Loss)
	Recognized in Income
	2011			2010		Location of Gain (Loss) in Income
	(Dollars in thousands)
Derivatives Not Designated as Hedging Instruments:
Foreign currency forward contracts	$	(13,422	)	$	14,684	Foreign currency losses, net

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Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Cash flows from operating activities
Net cash (used for) provided by operating activities	$ (20,758)	$ 91,772
Cash flows from investing activities
Capital expenditures for property, plant and equipment	(31,817)	(16,298)
Proceeds from sale of businesses		5,887
Proceeds from sale of assets	2,374	317
Other investing activities	193
Net cash used for investing activities	(29,250)	(10,094)
Cash flows from financing activities
Net borrowings (repayments) under loans payable	57,570	(18,787)
Proceeds from long-term debt	382,219	205,140
Principal payments on long-term debt	(381,771)	(256,840)
Redemption of convertible preferred stock	(9,427)
Cash dividends paid	(165)	(330)
Other financing activities	(856)	974
Net cash provided by (used for) financing activities	47,570	(69,843)
Effect of exchange rate changes on cash and cash equivalents	771	(610)
(Decrease) increase in cash and cash equivalents	(1,667)	11,225
Cash and cash equivalents at beginning of period	29,035	18,507
Cash and cash equivalents at end of period	27,368	29,732
Cash paid during the period for:
Interest	12,575	20,766
Income taxes	$ 14,715	$ 9,830

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Recent Accounting Pronouncements

6 Months Ended

Jun. 30, 2011

Recent Accounting Pronouncements [Abstract]

Recent Accounting Pronouncements

2. Recent Accounting Pronouncements

Accounting Standards Adopted in the Six Months Ended June 30, 2011

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

New Accounting Pronouncements Not Yet Adopted

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

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

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Stock-Based Compensation

6 Months Ended

Jun. 30, 2011

Stock-Based Compensation [Abstract]

Stock-Based Compensation

11. Stock-Based Compensation

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

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

	Common Shares in Treasury						Paid-in
	Shares			Amount			Capital
	(In thousands)
Stock options		(205	)	$	5,099		$	(1,208	)
Deferred stock units		(80	)		2,013			(1,709	)
Restricted shares		(128	)		3,445			(2,475	)
Performance shares		37			(537	)		462
Directors’ deferred compensation, net		—			563			(563	)
Preferred stock conversions		—			—			—
Total		(376	)	$	10,583		$	(5,493	)

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Reporting for Segments

6 Months Ended

Jun. 30, 2011

Reporting for Segments [Abstract]

Reporting for Segments

15. Reporting for Segments

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

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

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

	Three months ended				Six months ended
	June 30,				June 30,
	2011		2010		2011		2010
	(Dollars in thousands)
Electronic Materials	$	180,362	$	174,528	$	382,709	$	321,761
Performance Coatings		163,481		142,137		300,181		270,328
Color and Glass Performance Materials		106,476		97,697		206,281		197,029
Polymer Additives		91,271		79,664		177,133		154,140
Specialty Plastics		46,510		43,359		89,139		81,732
Pharmaceuticals		5,874		6,100		11,540		11,360
Total net sales	$	593,974	$	543,485	$	1,166,983	$	1,036,350

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

	Three months ended					Six months ended
	June 30,					June 30,
	2011		2010			2011		2010
	(Dollars in thousands)
Electronic Materials	$	23,914	$	37,397		$	56,503	$	65,879
Performance Coatings		11,329		14,422			18,734		23,904
Color and Glass Performance Materials		11,201		9,982			21,031		17,265
Polymer Additives		4,331		2,836			10,782		6,827
Specialty Plastics		2,810		3,503			4,719		5,322
Pharmaceuticals		759		(271	)		1,915		(146	)
Total segment income		54,344		67,869			113,684		119,051
Unallocated corporate expenses		13,545		15,391			29,377		30,587
Restructuring and impairment charges		1,545		21,205			3,175		34,537
Other expense, net		8,172		9,760			16,752		24,637
Income before income taxes	$	31,082	$	21,513		$	64,380	$	29,290

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Condensed Consolidated Statements of Income (Unaudited) (USD $) In Thousands, except Per Share data	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Condensed Consolidated Statements of Income (Abstract)
Net sales	$ 593,974	$ 543,485	$ 1,166,983	$ 1,036,350
Cost of sales	479,627	421,155	932,310	807,086
Gross profit	114,347	122,330	234,673	229,264
Selling, general and administrative expenses	73,548	69,852	150,366	140,800
Restructuring and impairment charges	1,545	21,205	3,175	34,537
Other expense (income):
Interest expense	7,352	13,766	14,178	26,677
Interest earned	(69)	(133)	(143)	(464)
Foreign currency losses (gains), net	1,013	(302)	2,323	3,246
Miscellaneous (income) expense, net	(124)	(3,571)	394	(4,822)
Income before income taxes	31,082	21,513	64,380	29,290
Income tax expense	11,461	13,919	21,568	22,508
Net income	19,621	7,594	42,812	6,782
Less: Net income (loss) attributable to noncontrolling interests	232	494	533	(250)
Net income attributable to Ferro Corporation	19,389	7,100	42,279	7,032
Dividends on preferred stock		(165)	(165)	(330)
Net income attributable to Ferro Corporation common shareholders	$ 19,389	$ 6,935	$ 42,114	$ 6,702
Earnings per share attributable to Ferro Corporation common shareholders:
Basic earnings per share	$ 0.23	$ 0.08	$ 0.49	$ 0.08
Diluted earnings per share	$ 0.22	$ 0.08	$ 0.48	$ 0.08
Dividends per share of common stock