UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

((Mark One)


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~June 30, 2010


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-584

FERRO CORPORATION

(Exact name of registrant as specified in its charter)


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

1000 Lakeside Avenue Cleveland, OH (Address of Principal executive offices)		44114 (Zip Code)

216-641-8580
(Telephone Number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YESþ NOo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YESo NOo

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


Large accelerated filero	Accelerated filerþ	Non-accelerated filero	Smaller reporting companyo
		(Do not check if a smaller reporting company)	~~Smaller reporting company~~o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YESo NOþ

At ~~March 31,~~June 30, 2010, there were ~~86,129,137~~86,129,962 shares of Ferro Common Stock, par value $1.00, outstanding.

PART I — FINANCIAL INFORMATION

~~Item 1. Financial Statements (Unaudited)~~


Item 1.		Financial Statements (Unaudited)

Ferro Corporation and Consolidated Subsidiaries

Condensed Consolidated Statements of Operations


	Three months ended						Three months ended						Six months ended
	March 31,						June 30,						June 30,
	2010			2009			2010			2009			2010			2009
	(Dollars in thousands,						(Dollars in thousands,
	except per share amounts)						except per share amounts)
Net sales	$	492,865		$	357,809		$	543,485		$	399,277		$	1,036,350		$	757,086
Cost of sales		385,931			302,563			421,155			334,048			807,086			636,611

Gross profit		106,934			55,246			122,330			65,229			229,264			120,475
Selling, general and administrative expenses		70,948			68,128			69,852			62,480			140,800			130,608
Impairment charges		2,202			—			—			—			2,202			—
Restructuring charges		11,130			1,398			21,205			(309	)		32,335			1,089
Other expense (income):
Interest expense		12,911			11,174			13,766			17,190			26,677			28,364
Interest earned		(331	)		(268	)		(133	)		(205	)		(464	)		(473	)
Foreign currency losses, net		3,548			1,829
Foreign currency (gains) losses, net								(302	)		1,100			3,246			2,929
Miscellaneous (income) expense, net		(1,251	)		533			(3,571	)		321			(4,822	)		854

Income (loss) before income taxes		7,777			(27,548	)		21,513			(15,348	)		29,290			(42,896	)
Income tax expense (benefit)		8,589			(7,819	)		13,919			(4,276	)		22,508			(12,095	)

Loss from continuing operations		(812	)		(19,729	)
Income (loss) from continuing operations								7,594			(11,072	)		6,782			(30,801	)
Loss on disposal of discontinued operations, net of income taxes		—			(242	)		—			(116	)		—			(358	)

Net loss		(812	)		(19,971	)
Less: Net (loss) income attributable to noncontrolling interests		(744	)		364
Net income (loss)								7,594			(11,188	)		6,782			(31,159	)
Less: Net income (loss) attributable to noncontrolling interests								494			620			(250	)		984

Net loss attributable to Ferro Corporation		(68	)		(20,335	)
Net income (loss) attributable to Ferro Corporation								7,100			(11,808	)		7,032			(32,143	)
Dividends on preferred stock		(165	)		(171	)		(165	)		(199	)		(330	)		(370	)

Net loss attributable to Ferro Corporation common shareholders	$	(233	)	$	(20,506	)
Net income (loss) attributable to Ferro Corporation common shareholders							$	6,935		$	(12,007	)	$	6,702		$	(32,513	)


Amounts attributable to Ferro Corporation:
Loss from continuing operations, net of tax	$	(68	)	$	(20,093	)
Income (loss) from continuing operations, net of tax							$	7,100		$	(11,692	)	$	7,032		$	(31,785	)
Loss from discontinued operations, net of tax		—			(242	)		—			(116	)		—			(358	)

	$	(68	)	$	(20,335	)	$	7,100		$	(11,808	)	$	7,032		$	(32,143	)


Per common share data
Basic and diluted loss attributable to Ferro Corporation common shareholders:
Basic and diluted income (loss) attributable to Ferro Corporation common shareholders:
From continuing operations	$	—		$	(0.46	)	$	0.08		$	(0.27	)	$	0.08		$	(0.72	)
From discontinued operations		—			—			—			—			—			(0.01	)

	$	—		$	(0.46	)	$	0.08		$	(0.27	)	$	0.08		$	(0.73	)


Cash dividends declared	$	—		$	0.01		$	—		$	—		$	—		$	0.01

Ferro Corporation and Consolidated Subsidiaries
Condensed Consolidated Balance Sheets


		March 31,			December 31,				June 30,			December 31,
		2010			2009				2010			2009
		(Dollars in thousands)							(Dollars in thousands)
ASSETS	ASSETS							ASSETS
Current assets
Cash and cash equivalents		$	17,694		$	18,507			$	29,732		$	18,507
Accounts and trade notes receivable, net			316,980			285,638				320,711			285,638
Inventories			194,370			180,700				197,788			180,700
Deposits for precious metals			106,874			112,434				55,808			112,434
Deferred income taxes			19,473			19,618				19,277			19,618
Other receivables			34,849			27,795				39,460			27,795
Other current assets			8,191			7,180				6,416			7,180

Total current assets			698,431			651,872				669,192			651,872
Other assets
Property, plant and equipment, net			411,470			432,405				384,940			432,405
Goodwill			220,318			221,044				216,326			221,044
Amortizable intangible assets, net			10,297			10,610				12,443			10,610
Deferred income taxes			130,283			133,705				132,249			133,705
Other non-current assets			71,653			76,719				66,277			76,719

Total assets		$	1,542,452		$	1,526,355			$	1,481,427		$	1,526,355


LIABILITIES AND EQUITY	LIABILITIES AND EQUITY							LIABILITIES AND EQUITY
Current liabilities
Loans payable and current portion of long-term debt		$	23,234		$	24,737			$	5,066		$	24,737
Accounts payable			214,815			196,038				206,172			196,038
Income taxes			11,649			7,241				21,937			7,241
Accrued payrolls			30,657			20,894				30,581			20,894
Accrued expenses and other current liabilities			70,014			72,039				92,940			72,039

Total current liabilities			350,369			320,949				356,696			320,949
Other liabilities
Long-term debt, less current portion			400,071			398,720				347,707			398,720
Postretirement and pension liabilities			201,471			203,743				198,606			203,743
Deferred income taxes			1,821			1,124				1,286			1,124
Other non-current liabilities			29,254			31,897				26,342			31,897

Total liabilities			982,986			956,433				930,637			956,433
Series A convertible preferred stock (approximates redemption value)			9,427			9,427				9,427			9,427
Equity
Ferro Corporation shareholders’ equity:
Common stock			93,436			93,436				93,436			93,436
Paid-in capital			329,290			331,376				330,388			331,376
Retained earnings			356,895			357,128				363,830			357,128
Accumulated other comprehensive loss			(70,373	)		(60,147	)			(87,085	)		(60,147	)
Common shares in treasury, at cost			(168,735	)		(171,567	)			(168,729	)		(171,567	)

Total Ferro Corporation shareholders’ equity			540,513			550,226				531,840			550,226
Noncontrolling interests			9,526			10,269				9,523			10,269

Total equity			550,039			560,495				541,363			560,495

Total liabilities and equity		$	1,542,452		$	1,526,355			$	1,481,427		$	1,526,355

Ferro Corporation and Consolidated Subsidiaries

Condensed Consolidated Statements of Equity and Comprehensive Income (Loss)


	Ferro Corporation Shareholders																							Ferro Corporation Shareholders
															Accumulated																							Accumulated
															Other																							Other
	Common Shares														Comprehensive			Non-						Common Shares														Comprehensive			Non-
	in Treasury						Common		Paid-in			Retained			Income			controlling			Total			in Treasury						Common		Paid-in			Retained			Income			controlling			Total
	Shares			Amount			Stock		Capital			Earnings			(Loss)			Interests			Equity			Shares			Amount			Stock		Capital			Earnings			(Loss)			Interests			Equity
	(In thousands)																							(In thousands)
Balances at December 31, 2008		8,432		$	(197,524	)	$	52,323	$	178,420		$	401,186		$	(98,436	)	$	9,755		$	345,724			8,432		$	(197,524	)	$	52,323	$	178,420		$	401,186		$	(98,436	)	$	9,755		$	345,724
Net (loss) income													(20,335	)					364			(19,971	)													(32,143	)					984			(31,159	)
Other comprehensive income (loss), net of tax:
Foreign currency translation																(17,668	)		4			(17,664	)																4,977			(4	)		4,973
Postretirement benefit liabilities																1,797			20			1,817																	661						661
Raw material commodity swaps																424						424																	559						559
Interest rate swaps																406						406																	2,125						2,125

Total comprehensive loss																						(34,988	)																						(22,841	)
Cash dividends:
Common													(437	)								(437	)													(437	)								(437	)
Preferred													(171	)								(171	)													(199	)								(199	)
Income tax benefit										1												1											1												1
Stock-based compensation transactions		(1,197	)		25,416					(22,993	)											2,423			(1,059	)		25,586					(22,295	)											3,291
Distributions to noncontrolling interests																																										(1,275	)		(1,275	)

Balances at March 31, 2009		7,235		$	(172,108	)	$	52,323	$	155,428		$	380,243		$	(113,477	)	$	10,143		$	312,552
Balances at June 30, 2009																									7,373		$	(171,938	)	$	52,323	$	156,126		$	368,407		$	(90,114	)	$	9,460		$	324,264


Balances at December 31, 2009		7,375		$	(171,567	)	$	93,436	$	331,376		$	357,128		$	(60,147	)	$	10,269		$	560,495			7,375		$	(171,567	)	$	93,436	$	331,376		$	357,128		$	(60,147	)	$	10,269		$	560,495
Net (loss) income													(68	)					(744	)		(812	)
Other comprehensive income (loss),net of tax:
Net income (loss)																																				7,032						(250	)		6,782
Other comprehensive income (loss), net of tax:
Foreign currency translation																(11,011	)		1			(11,010	)																(25,726	)		31			(25,695	)
Postretirement benefit liabilities																168						168																	(3,035	)					(3,035	)
Raw material commodity swaps																(107	)					(107	)																(107	)					(107	)
Interest rate swaps																724						724																	1,930						1,930

Total comprehensive loss																						(11,037	)																						(20,125	)
Cash dividends:
Preferred													(165	)								(165	)													(330	)								(330	)
Stock-based compensation transactions		(68	)		2,832					(2,086	)											746			(70	)		2,838					(988	)											1,850
Distributions to noncontrolling interests																																										(527	)		(527	)

Balances at March 31, 2010		7,307		$	(168,735	)	$	93,436	$	329,290		$	356,895		$	(70,373	)	$	9,526		$	550,039
Balances at June 30, 2010																									7,305		$	(168,729	)	$	93,436	$	330,388		$	363,830		$	(87,085	)	$	9,523		$	541,363

Ferro Corporation and Consolidated Subsidiaries

Condensed Consolidated Statements of Cash Flows


	Three months ended						Six months ended
	March 31,						June 30,
	2010			2009			2010			2009
	(Dollars in thousands)						(Dollars in thousands)
Cash flows from operating activities
Net loss	$	(812	)	$	(19,971	)
Depreciation and amortization		20,176			18,609
Precious metals deposits		5,560			(65,472	)
Accounts and trade notes receivable		(39,470	)		16,677
Inventories		(18,397	)		46,596
Accounts payable		25,172			(67,001	)
Other changes in current assets and liabilities, net		(429	)		(9,470	)
Other adjustments, net		15,804			2,738

Net cash provided by (used for) continuing operations		7,604			(77,294	)
Net cash used for discontinued operations		—			(245	)

Net cash provided by (used for) operating activities		7,604			(77,539	)	$	91,772		$	(40,486	)
Cash flows from investing activities
Capital expenditures for property, plant and equipment		(8,623	)		(2,621	)		(16,298	)		(22,969	)
Proceeds from sale of assets and businesses		469			45
Proceeds from business combination								5,887			—
Proceeds from sale of assets								317			72

Net cash used for investing activities		(8,154	)		(2,576	)		(10,094	)		(22,897	)
Cash flows from financing activities
Net (repayments) borrowings under loans payable		(1,181	)		964			(18,787	)		28,945
Proceeds from revolving credit facility		146,100			280,249			205,140			434,624
Principal payments on revolving credit facility		(145,200	)		(186,654	)		(206,840	)		(384,727	)
Principal payments on term loan facility		—			(762	)		(50,000	)		(1,525	)
Debt issue costs		—			(8,105	)		—			(9,367	)
Cash dividends paid		(165	)		(608	)		(330	)		(636	)
Other financing activities		252			117			974			2,135

Net cash (used for) provided by financing activities		(194	)		85,201			(69,843	)		69,449
Effect of exchange rate changes on cash and cash equivalents		(69	)		(206	)		(610	)		1,235

(Decrease) increase in cash and cash equivalents		(813	)		4,880
Increase in cash and cash equivalents								11,225			7,301
Cash and cash equivalents at beginning of period		18,507			10,191			18,507			10,191

Cash and cash equivalents at end of period	$	17,694		$	15,071		$	29,732		$	17,492


Cash paid during the period for:
Interest	$	13,279		$	13,555		$	20,766		$	25,792
Income taxes	$	5,505		$	3,895		$	9,830		$	5,635

Ferro Corporation and Consolidated Subsidiaries

Notes to Condensed Consolidated Financial Statements

1. Basis of Presentation

Ferro Corporation (“Ferro,” “we,” “us” or “the Company”) prepared these unaudited condensed consolidated financial statements of Ferro Corporation and its consolidated 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, 2009. 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 ~~March 31,~~June 30, 2010, are not necessarily indicative of the results expected in subsequent quarters or for the full year.

2. Accounting Standards Adopted in the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2010

On January 1, 2010, we adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2009-16,Accounting for Transfers of Financial Assets, (“ASU 2009-16”), which is codified inFASB Accounting Standards Codification^TM (“ASC”) Topic 860, Transfers and Servicing. This pronouncement provides guidance for derecognition of transferred financial assets. Adoption of ASU 2009-16 had no effect on our consolidated financial statements.

On January 1, 2010, we adopted ASU 2009-17,Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities, (“ASU 2009-17”), which is codified in ASC Topic 810, Consolidations. This pronouncement amends the consolidation guidance that applies to variable interest entities. Adoption of ASU 2009-17 did not have a material effect on our consolidated financial statements.

On January 1, 2010, we adopted most of the provisions of ASU 2010-06,Improving Disclosures About Fair Value Measurements, (“ASU 2010-06”), which is codified in ASC Topic 820, Fair Value Measurements, and Topic 715, Compensation — Retirement Benefits. The remaining provisions ~~are~~will be effective for our fiscal year that begins January 1, 2011. This pronouncement expands disclosures about fair value measurements. Adoption of ASU 2010-06 did not and will not have a material effect on our consolidated financial statements.

3. Newly Issued Accounting Pronouncements

In October 2009, the FASB issued ASU 2009-13,Multiple Deliverable Revenue Arrangements, (“ASU 2009-13”), which ~~is codified in ASC Topic 605, Revenue Recognition. This pronouncement~~ applies to all deliverables in contractual arrangements in which a vendor will perform multiple revenue-generating activities. In April 2010, the FASB issued ASU ~~2009-13 is~~2010-17,Revenue Recognition—Milestone Method, (“ASU 2010-17”), which 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 ASC Topic 605, Revenue Recognition, and will be effective for our fiscal year that begins January 1, 2011. ~~ASU 2009-13~~These pronouncements may be applied prospectively or retrospectively, and early adoption is permitted. We are evaluating the impact that adoption of ASU 2009-13 and ASU 2010-17 may have on our consolidated financial statements.

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 our variable-rate term loan facility to a fixed rate through June 2011. These swaps are designated and qualify as cash flow hedges. The fair value of these swaps is based on the present value of expected future cash flows, which reflects assumptions about current interest rates and the creditworthiness of the Company that market participants would use in pricing the swaps. The estimated net amount of existing losses at ~~March 31,~~June 30, 2010, that is expected to be recognized in earnings within the next twelve months is ~~$7.6~~$6.5 million.

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. 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 ~~$200.1~~$170.4 million at ~~March 31,~~June 30, 2010, and $178.9 million at December 31, 2009.

The following table presents the fair value of derivative instruments on our consolidated balance sheets:


	March 31,			December 31,				June 30,			December 31,
	2010			2009			Balance Sheet Location	2010			2009			Balance Sheet Location
	(Dollars in thousands)							(Dollars in thousands)
Derivatives designated as hedging instruments:
Liability derivatives:
Interest rate swaps	$	(8,393	)	$	(9,516	)	Other non-current liabilities	$	(6,527	)	$	(9,516	)	Other non-current liabilities


Derivatives not designated as hedging instruments:
Asset derivatives:
Foreign currency forward contracts	$	1,800		$	899		Other receivables	$	4,650		$	899		Other receivables


Liability derivatives:
Foreign currency forward contracts	$	(390	)	$	(176	)	Other receivables	$	(571	)	$	(176	)	Other receivables

11. Stock-Based Compensation

On April 30, 2010, our shareholders approved the 2010 Long-Term Incentive Plan (the “Plan”), which was adopted by the Board of Directors on February 26, 2010, subject to such 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 and aligning their interests with those of its 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, restricted shares, performance shares, other common-stock-based awards, and dividend equivalent rights. As of June 30, 2010, no grants had been made under the Plan.

The 2006 Long-Term Incentive Plan (the “Previous Plan”) was replaced by the Plan, 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.

The stock-based compensation ~~transaction~~transactions in equity consisted of the following for the ~~three~~six months ended ~~March 31,~~June 30, 2010:


	Common Shares									Common Shares
	in Treasury						Paid-in			in Treasury						Paid-in
	Shares			Amount			Capital			Shares			Amount			Capital
	(In thousands)									(In thousands)
Stock options		(13	)	$	370		$	83			(16	)	$	422		$	570
Deferred stock units		(34	)		832			(730	)		(34	)		832			(554	)
Restricted shares		(132	)		3,242			(3,074	)		(131	)		3,232			(2,792	)
Performance shares, net		111			(995	)		1,018			111			(995	)		1,135
Directors’ deferred compensation		—			(617	)		617			—			(653	)		653
Preferred stock conversions		—			—			—			—			—			—

Total		(68	)	$	2,832		$	(2,086	)		(70	)	$	2,838		$	(988	)

The following restructuring programs had significant activities in the first ~~quarter~~half of 2010:

Restructuring Program in Limoges, France

In the first quarter of 2010, we discontinued manufacturing activities at our Color ~~and~~& Glass Performance Materials facility in Limoges, France. We expect the restructuring action will be completed by the end of ~~2010. When the restructuring is completed,~~2010, at which time the Limoges site will be closed.

As previously disclosed, we expect to eliminate approximately 125 positions as a result of ~~the~~this restructuring. We expect to record pre-tax charges of approximately $29 million related to the actions. The expected charges include approximately $18 million for employee severance, approximately $7 million in site cleanup and other costs, and approximately $4 million in asset write-offs.

As of December 31, 2009, we had eliminated 55 employee ~~positions at the Limoges, France, facility.~~positions. We had incurred approximately $9.3 million in total charges, including $0.6 million related to accelerated depreciation of assets to be disposed, $6.9 million for employee ~~severance,~~severances, and $1.8 million in other related costs.

InDuring the ~~first quarter of~~six months ended June 30, 2010, ~~this restructuring program resulted in the elimination of 19~~we eliminated 46 additional employee ~~positions at the Limoges, France, facility. In that three month period, we~~positions. We incurred approximately ~~$3.5~~$11.6 million ~~related to this restructuring effort, of which $0.6~~in total charges, including $1.2 million ~~was recorded in cost of sales as it relates~~related to accelerated depreciation of assets to be disposed. The remaining ~~$2.9~~$10.4 million, including ~~$2.6~~$10.9 million for employee ~~severance~~severances and ~~$0.3~~$0.9 million in other exit costs, partially offset by a $1.4 million pension settlement credit, was reported as restructuring charges.

Restructuring Program in Castanheira do Ribatejo, Portugal

In March 2010, we initiated restructuring activities at ~~our~~ Castanheira do Ribatejo ~~Portugal, facility.~~facility in Portugal. We plan to discontinue ~~all operations and close the facility at~~by the end of ~~2010. Currently,~~2010 manufacturing operations for our Color ~~and~~& Glass Performance Materials and Specialty Plastics businesses ~~operate~~located at this facility. Certain production capacity will be transferred to other European locations.

As a result of ~~the~~these restructuring actions, we expect to eliminate approximately 126 ~~employee~~ positions. We expect to record pre-tax charges of approximately $14 million related to the actions. The expected charges include approximately $8 million for employee severance, approximately $2 million in site cleanup and other costs, and approximately $4 million in asset write-offs.

~~As of March 31, 2010,~~During the ~~restructuring activity had eliminated~~six months ended June 30, ~~positions. In the three-month period ended March 31,~~ 2010, we eliminated 33 employee positions. We incurred approximately ~~$7.2~~$7.5 million in total ~~restructuring~~ charges, ~~at this facility,~~ of which $0.2 million was recorded in cost of sales as it relates to accelerated depreciation of assets to be disposed. The remaining ~~$7.0~~$7.3 million, including $6.8 million for employee severance and ~~$0.2~~$0.5 million in other costs, was reported as restructuring charges.

1314

Restructuring Program in Rotterdam, Netherlands

In April 2010, we initiated additional restructuring actions to reduce costs related to the Company’s European Specialty Plastics manufacturing. As a result of this action, plastics manufacturing in Rotterdam, Netherlands, will be consolidated into our existing operations in Almazora, Spain, and the Rotterdam plant will be closed.

As a result of these restructuring actions, we expect to eliminate approximately 44 positions. We expect to record pre-tax charges of approximately $6 million related to the actions. The expected charges include approximately $6 million for employee severance and approximately $3 million in site cleanup and other exit costs, partially offset by a pension curtailment gain of approximately $3 million.

During the six months ended June 30, 2010, we eliminated 38 employee positions. We incurred approximately $3.3 million in total charges, of which $0.2 million was recorded in cost of sales as it relates to accelerated depreciation of assets to be disposed. The remaining $3.1 million, including $4.9 million for employee severance and $0.6 million in other costs, partially offset by a $2.4 million pension curtailment credit, was reported as restructuring charges.

Restructuring Program in Uden, Netherlands

In May 2010 after consulting with workers’ representatives, we initiated restructuring actions to reduce costs related to the Company’s European dielectrics manufacturing, which is part of our Electronic Materials business. As a result of this action, dielectrics products that are currently manufactured in Uden, Netherlands, will be transferred to other locations, and the Uden plant will be closed.

As a result of these restructuring actions, we expect to eliminate approximately 120 positions. We expect to record pre-tax charges of approximately $13 million related to the actions. The expected charges include approximately $9 million for employee severance and approximately $4 million in site cleanup and other exit costs. The restructuring actions are expected to be completed by the end of 2010.

During the six months ended June 30, 2010, we eliminated 3 employee positions. We incurred approximately $9.8 million in total charges, including $7.4 million for employee severance and $2.4 million in other costs primarily related to asset impairment. These costs were reported as restructuring charges.

The activities and accruals related to our restructuring and cost reduction programs were as follows:

Employee Other
Severance Costs Total
(Dollars in thousands)
Balance at December 31, 2009 $ 3,081 $ 1,518 $ 4,599
Gross restructuring charges 10,327 990 11,317
Reserve adjustments — (187 ) (187 )

Net restructuring charges 10,327 803 11,130
Cash payments (4,796 ) (796 ) (5,592 )
Currency translation adjustment 32 (86 ) (54 )

Balance at March 31, 2010 $ 8,644 $ 1,439 $ 10,083


	Employee			Other			Asset
	Severance			Costs			Impairment			Total
	(Dollars in thousands)
Balance at December 31, 2009	$	3,081		$	1,518		$	—		$	4,599
Restructuring charges		31,014			(1,021	)		2,342			32,335
Cash payments		(13,125	)		(2,321	)		—			(15,446	)
Currency translation adjustment		(1,096	)		(218	)		—			(1,314	)
Non-cash items		—			3,853			(2,342	)		1,511

Balance at June 30, 2010	$	19,874		$	1,811		$	—		$	21,685

13. Comprehensive Income (Loss)

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


	Three months ended						Six months ended
	June 30,						June 30,
	2010			2009			2010			2009
	(Dollars in thousands)
Net income (loss)	$	7,594		$	(11,188	)	$	6,782		$	(31,159	)
Other comprehensive income (loss), net of tax:
Foreign currency translation		(14,685	)		22,637			(25,695	)		4,973
Postretirement benefit liabilities		(3,203	)		(1,156	)		(3,035	)		661
Raw material commodity swaps		—			135			(107	)		559
Interest rate swaps		1,206			1,719			1,930			2,125

Total comprehensive (loss) income		(9,088	)		12,147			(20,125	)		(22,841	)
Less: Comprehensive income (loss) attributable to noncontrolling interests		524			592			(219	)		980

Comprehensive (loss) income attributable to Ferro Corporation	$	(9,612	)	$	11,555		$	(19,906	)	$	(23,821	)

14. Per Share Amounts from Continuing Operations

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

Three months ended
March 31,
2010 2009
(In thousands,
except per share amounts)
Basic loss per share computation:

Net loss attributable to Ferro Corporation common shareholders $ (233 ) $ (20,506 )
Adjustment for loss from discontinued operations — 242

$ (233 ) $ (20,264 )

Weighted-average common shares outstanding 85,836 44,366

Basic loss per share from continuing operations attributable to Ferro Corporation common shareholders $ — $ (0.46 )

Diluted loss per share computation:

Net loss attributable to Ferro Corporation common shareholders $ (233 ) $ (20,506 )
Adjustment for loss from discontinued operations — 242
Plus: Convertible preferred stock — —

$ (233 ) $ (20,264 )

Weighted-average common shares outstanding 85,836 44,366
Assumed exercise of stock options — —
Assumed satisfaction of deferred stock unit conditions — —
Assumed satisfaction of restricted share conditions — —
Assumed conversion of convertible notes — —
Assumed conversion of convertible preferred stock — —

Weighted-average diluted shares outstanding 85,836 44,366

Diluted loss per share from continuing operations attributable to Ferro Corporation common shareholders $ — $ (0.46 )

~~14. Comprehensive Income (Loss)~~

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

Three months ended
March 31,
2010 2009
(Dollars in thousands)
Net loss $ (812 ) $ (19,971 )
Other comprehensive income (loss), net of tax:
Foreign currency translation (11,010 ) (17,664 )
Postretirement benefit liabilities 168 1,817
Raw material commodity swaps (107 ) 424
Interest rate swaps 724 406

Total comprehensive loss (11,037 ) (34,988 )
Less: Comprehensive (loss) income attributable to noncontrolling interests (743 ) 388

Comprehensive loss attributable to Ferro Corporation $ (10,294 ) $ (35,376 )


	Three months ended					Six months ended
	June 30,					June 30,
	2010		2009			2010		2009
	(In thousands,
	except per share amounts)
Basic income (loss) per share computation:
Net income (loss) attributable to Ferro Corporation common shareholders	$	6,935	$	(12,007	)	$	6,702	$	(32,513	)
Adjustment for loss from discontinued operations		—		116			—		358

	$	6,935	$	(11,891	)	$	6,702	$	(32,155	)


Weighted-average common shares outstanding		85,783		44,701			85,809		44,533

Basic income (loss) per share from continuing operations attributable to Ferro Corporation common shareholders	$	0.08	$	(0.27	)	$	0.08	$	(0.72	)


Diluted income (loss) per share computation:
Net income (loss) attributable to Ferro Corporation common shareholders	$	6,935	$	(12,007	)	$	6,702	$	(32,513	)
Adjustment for loss from discontinued operations		—		116			—		358
Plus: Convertible preferred stock		—		—			—		—

	$	6,935	$	(11,891	)	$	6,702	$	(32,155	)


Weighted-average common shares outstanding		85,783		44,701			85,809		44,533
Assumed exercise of stock options		212		—			225		—
Assumed satisfaction of deferred stock unit conditions		88		—			71		—
Assumed satisfaction of restricted share conditions		347		—			325		—
Assumed conversion of convertible notes		—		—			—		—
Assumed conversion of convertible preferred stock		—		—			—		—

Weighted-average diluted shares outstanding		86,430		44,701			86,430		44,533


Diluted income (loss) per share from continuing operations attributable to Ferro Corporation common shareholders	$	0.08	$	(0.27	)	$	0.08	$	(0.72	)

15. Reporting for Segments

The Company has six reportable segments: Electronic Materials, Performance Coatings, ~~Electronic Materials,~~ Color and Glass Performance Materials, Polymer Additives, Specialty Plastics and Pharmaceuticals. We have combined our Tile Coating Systems and Porcelain Enamel business units into one reportable segment, Performance Coatings, because of 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, 2009. We measure segment income for internal reporting purposes as income from continuing operations before unallocated corporate expenses, impairment charges, restructuring charges, other expense (income) items such as interest expense, and income tax expense. Unallocated corporate expenses primarily consist of corporate employment costs and professional services.

On April ~~20,~~30, 2010, ~~we announced additional European restructuring initiatives that would discontinue manufacturing~~Ferro Corporation and Heraeus of ~~plastics products~~Hanau, Germany, acquired from each other certain business lines concerning decoration materials for ceramic and glass products. We acquired Heraeus’ ceramic color business, which advances our position in ~~Rotterdam, Netherlands. This action represents an additional step~~the ceramic colors industry, while Heraeus acquired assets related to our business operations in ~~consolidation~~precious metal preparations and lustres for the decoration of ~~European plastics production into our manufacturing site~~glass, ceramics, porcelain and tiles. Ferro recognized a pre-tax gain of $7.8 million consisting of a $5.6 million gain from remeasuring to fair value the assets transferred to Heraeus and a $5.6 million bargain purchase gain from the fair value of the net assets acquired exceeding the fair value of the consideration transferred, less a $3.4 million write-off of related goodwill. The gain is included in ~~Almazora, Spain. The consolidation will result in a staffing reduction of approximately 44 positions in manufacturing and supporting functions. Operations will be concluded at~~miscellaneous income, net, for the ~~site during the quarter~~three months ended June 30, 2010.

~~We expect~~

The following table summarizes the consideration transferred to ~~record charges~~Heraeus and the amounts of ~~approximately $6 million~~the assets acquired and liabilities assumed at the acquisition date:


	(Dollars in
	thousands)
Fair value of consideration transferred
Inventories	$	1,089
Property, plant and equipment		164
Amortizable intangible assets		5,417

	$	6,670


Recognized amounts of identifiable assets acquired and liabilities assumed
Cash	$	5,887
Accounts receivable		1,399
Inventories		3,676
Property, plant and equipment		700
Amortizable intangible assets		2,544
Current liabilities		(1,895	)

	$	12,311

The final determination of fair values and certain working capital, pension liability, and net asset adjustments have not been finalized due to the recent closing date, but any adjustments are not expected to be material.

Changes in the ~~three-months~~Company’s revenues and earnings from this business combination for the three and six months ended June 30, 2010, and changes in the Company’s revenues and earnings as if this business combination had occurred on January 1, 2009, are immaterial.

17. Miscellaneous Income and Expense

For the three and six months ended June 30, 2010, miscellaneous income and expense includes a gain of $7.8 million as a result of a business combination, in which Ferro Corporation and Heraeus acquired from each other certain business lines related to ~~the costs~~decoration materials for ceramic and glass products, and a charge of ~~the restructuring. The charges include approximately $6~~$3.5 million ~~in severance costs, $2 million in site~~for an increased reserve for environmental remediation ~~activities and other charges of $1 million, partially offset by~~costs related to a ~~pension curtailment gain of approximately $3 million.~~non-operating facility in Brazil.

1619

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


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

Overview

Customer demand ~~improved in~~increased during the ~~first~~2010 second quarter ~~as worldwide markets continued~~reflecting a continuing, gradual recovery from the economic downturn in 2009. Demand has improved sequentially in each quarter since the ~~low point experienced during the~~ first quarter of ~~2009, but remains below the peak levels of mid-2008.~~2009.

Net sales increased by ~~38%~~36% in the three months ended ~~March 31,~~June 30, 2010, compared with the prior-year period. The primary driver of the increased sales was higher sales volume, including increased volume of precious metals. Increased sales volume contributed approximately 2330 percentage points of the increased sales. Changes in product mix and prices contributed an additional 128 percentage points to the sales increase, while changes in foreign currency exchange rates ~~increased~~reduced sales by approximately 32 percentage points. ~~Compared to~~Sales increased in all regions, compared with the prior-year ~~quarter, sales increased in each segment.~~quarter.

Raw material costs, in aggregate, increased ~~slightly~~by approximately $14 million in the first quarter compared with costs in the ~~prior-year period.~~second quarter of 2009. Changes in product pricing fully offset the increased raw ~~materials~~material costs.

Selling, general and administrative (“SG&A”) expense ~~increased compared with~~declined as a percentage of sales from the prior-year ~~period, primarily as a result~~quarter while increasing in total dollars. The primary drivers of the ~~resumption of~~increase in SG&A expense were increased incentive compensation ~~expense~~accruals and higher special charges that were primarily related to manufacturing rationalization projects. Increased SG&A expense was partially offset by lower compensation and benefit expense due to reduced staffing.

~~An asset impairment charge was recorded~~Restructuring charges were $21.2 million for the quarter, compared with a small net benefit in the ~~2010 first~~second quarter ~~related to a change in~~of 2009. The charges were primarily the ~~fair value of property at a manufacturing site involved in our restructuring activities.~~

~~Restructuring expenses increased, primarily as a~~ result of ~~manufacturing consolidation~~restructuring initiatives in Europe, including projects that will result in closing manufacturing operations at sites in the ~~closing of plants in Portugal~~Netherlands and France. Restructuring expenses are expected to continue during 2010 as we complete a number of projects that are intended to lower manufacturing costs and reduce SG&A expense.

Interest expense ~~increased in~~declined during the ~~three months ended March 31, 2010,~~second quarter compared with the ~~first three months~~second quarter of 2009. During the 2010 second quarter, ~~higher~~lower average borrowing levels were the primary driver of the lower interest expense with additional contribution from lower average interest ~~rates~~rates. These benefits were ~~largely~~partially offset by ~~lower average borrowings. Increased~~higher amortization of fees and ~~discounts was~~discounts. The 2010 second quarter interest expense also included a ~~primary contributor~~noncash write-off of unamortized fees and expenses related to a pay down of $50 million of our term loan debt.

As a part of our miscellaneous income and expense for the ~~higher interest expense.~~

~~Compared to the prior-year period,~~second quarter, we recorded a ~~reduced~~net gain related to a business combination involving the acquisition of a decorative colors business in Germany. In addition, we recorded a charge for an increased reserve for environment remediation costs related to a non-operating facility in Brazil.

We recorded income from continuing operations during the second quarter, compared with a loss from continuing operations in the ~~first quarter of 2010 largely~~prior-year period as a result of increased gross profit, a gain on the business combination related to decorative colors and lower interest expense. These improvements were partially offset by higher restructuring ~~and impairment~~ charges, increased ~~SG&A expense, higher interest~~income tax expense and higher ~~income tax~~SG&A expense.

Outlook

~~Customer demand has gradually improved since early 2009, and our net sales and manufacturing volume have increased from their low point in the first quarter of 2009.~~ Demand for our products is expected to improve induring 2010 compared with 2009, leading to an increase in net ~~sales. It is expected that~~ sales ~~will be~~for the year. We expect our 2010 quarterly sales to reflect a pattern consistent with our historical seasonality with higher sales in the first half of ~~2010 than~~the year compared with the second half. The reduction in sales in the ~~second half, consistent with our normal historical patterns.~~final six months of the year is normally primarily the result of reduced sales during August in Europe, when the traditional period of vacations reduces customer demand, and reduced sales of building-related materials in the final three months of the year as construction activity declines.

We expect to record restructuring charges associated with our current and future restructuring programs ~~including programs funded by our 2009 equity offering.~~during the remaining months of 2010. The restructuring programs are intended to further rationalize our manufacturing operations in Europe, align our worldwide operations to the current customer demand, and lower our ~~selling, general and administrative~~SG&A expense. We expect the resulting lower cost of goods sold and SG&A expense will further reduce our fixed costs and improve profitability, assuming a fixed sales level and a constant product mix.

Subsequent to June 30, 2010, we signed an agreement to purchase a newly constructed manufacturing plant for frits and glazes in Fayoum, Egypt. The acquisition will allow us to cost-effectively serve the growing tile manufacturing market in Egypt, the Middle East and North Africa. The closing of the transaction is subject to governmental approvals and the satisfaction or waiver of other customary closing conditions. Closing is expected in the third quarter of 2010.

Results of Operations

Comparison of the three months ended ~~March 31,~~June 30, 2010 and 2009


													Three months ended
	Three months ended												June 30,
	March 31,												2010			2009			$ Change			% Change
	2010			2009			$ Change			% Change			(Dollars in thousands,
	(Dollars in thousands, except per share amounts)												except per share amounts)
Net sales	$	492,865		$	357,809		$	135,056			37.7	%	$	543,485		$	399,277		$	144,208			36.1	%
Cost of sales		385,931			302,563			83,368			27.6	%		421,155			334,048			87,107			26.1	%

Gross profit		106,934			55,246			51,688			93.6	%		122,330			65,229			57,101			87.5	%
Gross profit percentage		21.7	%		15.4	%								22.5	%		16.3	%
Selling, general and administrative expenses		70,948			68,128			2,820			4.1	%		69,852			62,480			7,372			11.8	%
Impairment charges		2,202			—			2,202			—
Restructuring charges		11,130			1,398			9,732			696.1	%		21,205			(309	)		21,514
Other expense (income):
Interest expense		12,911			11,174			1,737			15.5	%		13,766			17,190			(3,424	)
Interest earned		(331	)		(268	)		(63	)		23.5	%		(133	)		(205	)		72
Foreign currency losses, net		3,548			1,829			1,719			94.0	%
Foreign currency (gains) losses, net														(302	)		1,100			(1,402	)
Miscellaneous (income) expense, net		(1,251	)		533			(1,784	)		(334.7	%)		(3,571	)		321			(3,892	)

Income (loss) before income taxes		7,777			(27,548	)		35,325			(128.2	%)		21,513			(15,348	)		36,861
Income tax expense (benefit)		8,589			(7,819	)		16,408			(209.8	%)		13,919			(4,276	)		18,195

Loss from continuing operations		(812	)		(19,729	)		18,917			(95.9	%)
Income (loss) from continuing operations														7,594			(11,072	)		18,666
Loss on disposal of discontinued operations, net of income taxes		—			(242	)		242			(100.0	%)		—			(116	)		116

Net loss	$	(812	)	$	(19,971	)	$	19,159			(95.9	%)
Net income (loss)													$	7,594		$	(11,188	)	$	18,782


Diluted loss per share	$	—		$	(0.46	)	$	0.46			(100.0	%)
Diluted income (loss) per share													$	0.08		$	(0.27	)	$	0.35

Restructuring charges were $21.2 million in the second quarter compared with a net benefit of $0.3 million in the prior-year period. The primary drivers of the charges were previously announced restructuring projects related to closing a plant in Limoges, France, in our Color and Glass Performance Materials business; closing a dielectrics manufacturing site in Uden, the Netherlands in our Electronic Materials business; and closing a Specialty Plastics manufacturing site in Rotterdam, the Netherlands. Approximately $20.7 million of the second-quarter restructuring charges were related to employee severance costs.

Interest expense declined by $3.4 million during the second quarter, compared with the prior-year period, largely as a result of lower average borrowing levels. Lower average interest rates also contributed to the decline in interest expense. The decrease in interest expense was partially offset by higher amortization of fees and a noncash charge to write off $1.5 million in unamortized fees related to a $50 million pay down of our term loan debt during the 2010 second quarter.

As part of our miscellaneous income and expense in the second quarter, we recorded a net pre-tax gain of $7.8 million as a result of a business combination in which Ferro Corporation and Heraeus of Hanau, Germany, acquired from each other certain business lines related to decoration materials for ceramic and glass products. Also included in miscellaneous income and expense for the second quarter was a charge of $3.5 million for an increased reserve for environmental remediation costs related to a non-operating facility in Brazil.

During the second quarter of 2010, income tax expense was $13.9 million, or 64.7% of pre-tax income. In the prior-year period, we recorded an income tax benefit of $4.3 million, or 28% of the pre-tax loss. The increase in the effective tax rate primarily resulted from a charge of $1.8 million for valuations allowances recorded on deferred tax assets in Italy and not recognizing a $4.8 million tax benefit on current losses incurred in jurisdictions with full valuation allowances.

In the 2010 second quarter we recorded income from continuing operations of $7.6 million, compared with a loss of $11.1 million in the prior-year period. The improved income was primarily the result of higher gross profit, the gain on a business combination related to ceramic colors and reduced interest expense, partly offset by higher restructuring charges, increased SG&A expense and higher income tax expense.


	Three months ended
	June 30,
	2010			2009		$ Change			% Change
	(Dollars in thousands)
Segment Sales
Electronic Materials	$	174,528		$	100,570	$	73,958			73.5	%
Performance Coatings		142,137			117,333		24,804			21.1	%
Color and Glass Performance Materials		97,697			76,350		21,347			28.0	%
Polymer Additives		79,664			62,998		16,666			26.5	%
Specialty Plastics		43,359			36,934		6,425			17.4	%
Pharmaceuticals		6,100			5,092		1,008			19.8	%

Total segment sales	$	543,485		$	399,277	$	144,208			36.1	%


Segment Operating Income (Loss)
Electronic Materials	$	37,397		$	6,387	$	31,010			485.5	%
Performance Coatings		14,422			6,225		8,197			131.7	%
Color and Glass Performance Materials		9,982			2,223		7,759			349.0	%
Polymer Additives		2,836			1,588		1,248			78.6	%
Specialty Plastics		3,503			2,709		794			29.3	%
Pharmaceuticals		(271	)		214		(485	)		NM

Total segment operating income	$	67,869		$	19,346	$	48,523			250.8	%

NM — Not meaningful

Electronic Materials Segment Results.Sales increased in Electronic Materials in all product areas, led by higher sales of conductive pastes and powders. Higher sales volume accounted for approximately $57 million of the sales growth, and changes in product mix and prices contributed an additional $17 million in increased sales. An increase of $38 million in precious metal sales, reflecting both volume and pricing, contributed to the overall sales increase. The sales growth was primarily driven by products manufactured in and shipped from the United States. Operating income increased due to a $32 million increase in gross profit that was partially offset by a $1 million increase in SG&A expense. The higher gross profit was largely due to higher sales volume.

Performance Coatings Segment Results.Sales increased in Performance Coatings primarily as a result of increased sales volume. Higher sales volume contributed approximately $28 million to sales growth in the quarter. Changes in product pricing contributed an additional $2 million to sales growth and changes in foreign currency exchange rates reduced sales by approximately $5 million. Sales increased in all regions. Operating income increased as a result of a $12 million increase in gross profit that was partially offset by a $4 million increase in SG&A expense. The increase in gross profit was primarily the result of increased sales volume and higher prices, partially offset by higher raw material costs.

Color and Glass Performance Materials Segment Results.Sales increased in Color and Glass Performance Materials due to higher sales volume and changes in product pricing and mix. Increased sales volume accounted for approximately $19 million of the quarterly sales growth and changes in product pricing and mix contributed an additional $5 million to the increased sales. Partially offsetting this growth was a reduction in sales of approximately $3 million due to changes in foreign currency exchange rates. Sales growth occurred in Europe, the United States and Asia-Pacific compared with the prior-year quarter. Operating income increased as a result of a $10 million increase in gross profit resulting from higher sales volume and the benefits of manufacturing restructuring. The increase in gross profit was partially offset by a $2 million increase in SG&A expense. The increase in gross profit was primarily due to the benefits from higher sales volume.

Polymer Additives Segment Results.Sales increased in Polymer Additives as a result of higher sales volume, with additional contributions from product pricing and mix. Increased sales volume contributed approximately $12 million to the sales growth and changes in product pricing and mix accounted for an additional $6 million in growth. Changes in foreign currency exchange rates reduced sales by approximately $2 million. Sales growth was generated primarily from the United States and Europe, the principal markets for our polymer additives products. Operating income increased as a result of a $3 million increase in gross profit that was partially offset by a $2 million increase in SG&A expense. The increase in gross profit was primarily the result of higher sales volume and product pricing, partially offset by higher raw material costs.

Specialty Plastics Segment Results.Sales increased in Specialty Plastics due to both changes in product mix and price as well as increased sales volume. Changes in product pricing and mix increased sales by approximately $4 million and increased sales volume contributed an additional $3 million to the overall growth. Changes in foreign currency exchange rates reduced sales by approximately $1 million. Sales growth was primarily from the United States. Operating income increased as a result of a $0.3 million increase in gross profit and a $0.5 million reduction in SG&A expense.

Pharmaceuticals Segment Results.Sales increased in the Pharmaceuticals business primarily as a result of product mix changes. The business recorded a segment loss compared with income in the prior-year quarter due to a reduction of $0.1 million in gross profit and an increase of $0.4 million in SG&A expense.


	Three months ended
	June 30,
	2010		2009		$ Change		% Change
	(Dollars in thousands)
Geographic Revenues
United States	$	277,003	$	180,963	$	96,040		53.1	%
International		266,482		218,314		48,168		22.1	%

Total	$	543,485	$	399,277	$	144,208		36.1	%

Sales growth was recorded in all regions compared with the prior-year quarter. Sales of products increased in the United States, Europe-Middle East-Africa, Asia-Pacific and Latin America. In the 2010 second quarter, sales of products in the United States were 51% of total sales, compared with 45% in the second quarter of 2009. The increase in international sales was driven by higher sales in the Europe-Middle East-North Africa region. Sales recorded in each region include products exported to customers that are located in other regions.

Comparison of the six months ended June 30, 2010 and 2009


	Six months ended
	June 30,
	2010			2009			$ Change			% Change
	(Dollars in thousands,
	except per share amounts)
Net sales	$	1,036,350		$	757,086		$	279,264			36.9	%
Cost of sales		807,086			636,611			170,475			26.8	%

Gross profit		229,264			120,475			108,789			90.3	%
Gross profit percentage		22.1	%		15.9	%
Selling, general and administrative expenses		140,800			130,608			10,192			7.8	%
Impairment charges		2,202			—			2,202
Restructuring charges		32,335			1,089			31,246
Other expense (income):
Interest expense		26,677			28,364			(1,687	)
Interest earned		(464	)		(473	)		9
Foreign currency losses, net		3,246			2,929			317
Miscellaneous (income) expense, net		(4,822	)		854			(5,676	)

Income (loss) before income taxes		29,290			(42,896	)		72,186
Income tax expense (benefit)		22,508			(12,095	)		34,603

Income (loss) from continuing operations		6,782			(30,801	)		37,583
Loss on disposal of discontinued operations, net of income taxes		—			(358	)		358

Net income (loss)	$	6,782		$	(31,159	)	$	37,941


Diluted income (loss) per share	$	0.08		$	(0.73	)	$	0.81

Net sales for the six months ended June 30, 2010, increased by 37% compared with the first half of 2009. The primary driver of the sales growth was increased sales volume, accounting for approximately 26 percentage points of the overall sales increase. Changes in product prices and mix accounted for approximately 10 percentage points of the sales increase. In addition, changes in foreign currency exchange rates added less than one percentage point to sales growth. The changes in sales volume, product mix and prices include the effects of increased sales of precious metals. Higher precious metal sales contributed approximately 11 percentage points to the overall sales increase during the first half of 2010.

Gross profit increased as a result of higher net sales and due to cost reduction actions taken during prior periods, including staffing reductions, plant closures and restructuring actions. As a result, gross profit percentage increased to 22.1% in the 2010 first half, compared with 15.9% in the first six months of 2009. Charges, including accelerated depreciation and severance costs associated with manufacturing rationalization activities, reduced gross profit by approximately $4.2 million during the first half of 2010. Gross profit was reduced by charges of $3.7 million during the first half of 2009, primarily related to accelerated depreciation and other costs of manufacturing rationalization activities.

Selling, general and administrative (“SG&A”) expense increased by $10.2 million in the first ~~three months~~half of 2010 compared with the first ~~quarter~~half of 2009. SG&A expense ~~was 14.4%~~declined to 13.6% of net sales ~~down from 19.0% of sales~~in the first half, compared with 17.3% in the prior-year period. The ~~increase was largely due to a resumption~~primary drivers of ~~performance-based~~increased SG&A expense during the first six months of the year were increased incentive compensation accruals ~~in 2010, compared with no incentive compensation expense in the first quarter of 2009,~~ and higher special charges. ~~SG&A expense in~~During the first ~~three~~six months of 2010, $8.0 million in charges were included in SG&A expense, primarily related to severance and other costs related to expense reduction actions, manufacturing rationalization projects, and corporate development activities. During the first half of 2009, SG&A expense included charges of ~~$2.4~~$4.3 million primarily related to ~~severance charges related to staffing reductions~~expense reduction initiatives and ~~corporate development activities. SG&A expense in the first quarter of 2009 included charges of $1.3 million, primarily from corporate development activities and expenses related to~~ manufacturing rationalization ~~activities.~~related charges.

1825

An asset impairment charge of $2.2 million was recorded in the ~~three~~six months ended ~~March 31,~~June 30, 2010, related to a reduction in fair value of property at our manufacturing site in Limoges, France. The site is being closed as part of a restructuring initiative.

Restructuring charges increased to $32.3 million during the first half of 2010, driven primarily by ~~$9.7~~the costs of our European manufacturing rationalization. The largest contributors to the charges in the 2010 first half were previously announced restructuring initiatives involving the closure of a plant in France, two manufacturing sites in the Netherlands, and an additional manufacturing location in Portugal. Approximately $31.0 million of the restructuring charges were related to employee severance costs.

Interest expense declined by $1.7 million in the first ~~quarter~~half of 2010 compared with the ~~prior year~~prior-year period. ~~Manufacturing consolidation projects~~The reduction was largely driven by a decline in ~~Portugal and France were the primary contributors to the restructuring charges in the quarter. Both of these projects will result in closing manufacturing sites and consolidating production to~~ our ~~existing facilities in Spain. The restructuring charges for the quarter include $10.3 million in employee severance costs and $0.8 million in other restructuring costs.~~

~~Interest expense increased by $1.7 million in the three months ended March 31, 2010, compared with the first three months of 2009. During the quarter, higher~~ average ~~interest rates were largely offset by lower average borrowings. Increased~~borrowing levels. Higher amortization of fees and discounts ~~was a driver~~offset some of the ~~higher interest~~benefit of lower average borrowings. Interest expense in the first ~~three months~~half of ~~2010.~~2010 included a $1.5 million noncash write-off of fees related to a $50 million paydown of our term loan debt during the period.

We manage currency risks in a wide variety of foreign currencies principally by entering into forward contracts to mitigate the impact of currency fluctuations on transactions arising from international trade. The carrying values of these contracts are adjusted to market value and the resulting gains or losses are charged to income or expense in the period. Foreign currency translation losses in the first ~~three~~six months of 2010 included a write-down of approximately $2.6 million related to receivables affected by a devaluation of the Venezuelan currency.

As part of our miscellaneous income and expense in the first six months of 2010, we recorded a net pre-tax gain of $7.8 million as a result of a business combination in which Ferro Corporation and Heraeus of Hanau, Germany acquired from each other certain business lines related to decoration materials for ceramic and glass products. Also included in miscellaneous income and expense for the first half of 2010 was a charge of $3.5 million for an increased reserve for environmental remediation costs related to a non-operating facility in Brazil.

During the first ~~quarter~~half of 2010, ~~we recognized~~ income tax expense ~~of $8.6~~was $22.5 million, or ~~110%~~76.9% of pre-tax income. In the ~~prior-year period,~~first six months of 2009, we recorded an income tax benefit of ~~$7.8~~$12.1 million, or 28% of the pre-tax loss. The increase in the effective tax rate primarily resulted from ~~not recognizing a $4.2 million benefit on losses incurred in the Netherlands and Portugal as a consequence of full valuation allowances in both jurisdictions and~~ a $1.5 million tax charge for the elimination of future tax deductions related to Medicare Part D subsidies as a result of The Patient Protection and Affordable Care Act signed into law in the U.S. during the first ~~quarter~~half of ~~2010.~~

~~Compared~~2010, a charge of $1.8 million for valuation allowances recorded in the current period on deferred assets in Italy, and not recognizing a $9.0 million benefit on current losses incurred in jurisdictions with ~~the first quarter of 2009, we recorded a reduced loss~~full valuation allowances.

Income from continuing operations was $6.8 million in the first ~~three~~half of 2010, compared with a loss of $30.8 million during the first six months of ~~2010,~~2009. The improved income was primarily ~~as a~~the result of higher gross ~~profits,~~profit and the gain on a business combination related to ceramic colors, partially offset by higher restructuring charges, increased ~~restructuring and impairment charges,~~income tax expense, higher SG&A expense ~~increased interest expense,~~ and ~~increased income tax expense.~~an impairment charge.


	Three months ended										Six months ended
	March 31,										June 30,
	2010		2009			$ Change		% Change			2010			2009			$ Change			% Change
	(Dollars in thousands)										(Dollars in thousands)
Segment Sales
Electronic Materials	$	147,233	$	82,489		$	64,744		78.5	%	$	321,761		$	183,059		$	138,702			75.8	%
Performance Coatings		128,191		108,588			19,603		18.1	%		270,328			225,921			44,407			19.7	%
Color and Glass Performance Materials		99,332		67,416			31,916		47.3	%		197,029			143,766			53,263			37.0	%
Polymer Additives		74,476		59,447			15,029		25.3	%		154,140			122,445			31,695			25.9	%
Specialty Plastics		38,373		34,859			3,514		10.1	%		81,732			71,793			9,939			13.8	%
Pharmaceuticals		5,260		5,010			250		5.0	%		11,360			10,102			1,258			12.5	%

Total segment sales	$	492,865	$	357,809		$	135,056		37.7	%	$	1,036,350		$	757,086		$	279,264			36.9	%


Segment Operating Income (Loss)
Electronic Materials	$	28,482	$	2,417		$	26,065		1,078.4	%	$	65,879		$	8,804		$	57,075			648.3	%
Performance Coatings		9,482		(599	)		10,081	NM				23,904			5,626			18,278			324.9	%
Color and Glass Performance Materials		7,283		(2,455	)		9,738	NM				17,265			(232	)		17,497			NM
Polymer Additives		3,991		1,889			2,102		111.3	%		6,827			3,477			3,350			96.3	%
Specialty Plastics		1,819		1,462			357		24.4	%		5,322			4,171			1,151			27.6	%
Pharmaceuticals		125		113			12		10.6	%		(146	)		327			(473	)		NM

Total segment operating income	$	51,182	$	2,827		$	48,355		1,710.5	%	$	119,051		$	22,173		$	96,878			436.9	%

Electronic Materials Segment Results.Sales increased in Electronic Materials in all product areas, ~~including~~led by higher sales of conductive pastes and powders. ~~Higher~~Increased sales volume ~~contributed~~accounted for approximately ~~$38~~$88 million of the sales increase for the first six months of 2010. Changes in product pricing and mix contributed an additional $49 million to sales growth and changes in ~~product mix and prices accounted for an additional $26 million in increased sales. Changes in~~ foreign currency exchange rates ~~contributed an additional $1~~accounted for $2 million ~~to the overall sales increase.~~in growth. An increase in precious metal sales of ~~$41~~$74 million, reflecting changes in both volume and pricing, contributed to the overall sales increase. The costs of precious metals are generally passed through to our customers with minimal gross profit contribution. Sales growth in the first half of 2010 was the result of increased ~~in all three principal markets for our electronic material products: Asia-Pacific,~~sales of products shipped from the United States, Europe and ~~Europe.~~Asia-Pacific. Operating income increased due to a ~~$25~~$57 million increase in gross ~~profit and a $1 million decline in SG&A expense.~~profit. The increase in gross profit was ~~principally due to~~primarily the result of higher sales volume.

Performance Coatings Segment Results.Sales increased in Performance Coatings primarily ~~due to~~as a result of higher sales ~~volume, as well as changes in product prices and improved product mix. Higher~~volume. Increased sales volume ~~accounted for~~contributed approximately ~~$12 million of the increased in sales. Changes in product prices and mix were responsible for an additional $6~~$39 million of the sales ~~increase.~~growth for the first six months of 2010. In addition, changes in product pricing and mix added approximately $4 million to the first six months sales growth. Changes in foreign currency exchange rates ~~increased sales by~~contributed approximately $1 ~~million. Sales increased in all regions compared with the prior-year quarter.~~million to sales growth. Operating ~~profit~~income increased due to ana $24 million increase ~~of $12 million~~ in gross profit, driven by increased sales volume and changes in product pricing and mix. Partially offsetting the improved gross profit was an increase of ~~$2.4~~$6 million in SG&A expense, compared with the prior-year ~~quarter.~~period. The increase in gross profit was primarily the result of higher sales volume, increased product pricing and lower manufacturing costs, partially offset by higher raw material costs.

Color and Glass Performance Materials Segment Results.Sales increased in Color and Glass Performance Materials ~~primarily as a result of~~due to increased sales ~~volume.~~volume and changes in product pricing and mix. Increased sales volume ~~was responsible~~accounted for approximately ~~$20~~$40 million of the ~~higher sales.~~sales increase in the first six months of 2010. Changes in product ~~prices~~pricing and mix contributed an additional ~~$10~~$13 million to the sales ~~increase, and changes in foreign exchange rates accounted for approximately $2 million of the increase in sales.~~increase. Sales increased in all ~~regions.~~regions compared with the prior-year period. Operating income increased due to ~~an $11~~a $21 million increase in gross profit that was partially offset by a $1$4 million increase in SG&A expense. The increase in gross profit was ~~driven by~~primarily due to the ~~positive effects~~benefits of higher sales volume.

Polymer Additives Segment Results.Sales increased in Polymer Additives primarily as a result of higher sales volume. Increased sales volume ~~accounted for~~contributed approximately ~~$15~~$26 million to sales growth in the first half of ~~the higher sales, offset by changes~~2010. Changes in product ~~prices~~pricing and mix ~~that reduced sales by approximately $1 million. Changes in foreign currency exchange rates~~ contributed an additional ~~$1 million to the sales increase. The sales increase~~$6 million. Sales growth was ~~primarily in~~generated from the United States and ~~Europe, the principal markets for our polymer additives products.~~Europe. Operating income increased due to ana $4 million increase ~~of approximately $1 million~~ in gross profit, primarily driven by increased sales volume and ~~a $1 million~~manufacturing cost reduction ~~in SG&A expense, compared to the prior-year quarter.~~initiatives. The increase in gross profit was ~~primarily the result of~~largely due to higher sales volumes and increased ~~sales volume, and the lower SG&A expense was driven~~product pricing, partially offset by ~~staffing reductions accomplished in prior periods.~~higher raw material costs.

Specialty Plastics Segment Results.Sales increased in Specialty Plastics ~~primarily due to~~as a result of increased sales ~~volume.~~volume as well as changes in product pricing and mix. Increased sales volume accounted for approximately $2$5 million ~~in increased~~of the sales increase and changes in ~~foreign currency exchange rates were responsible for an additional $1 million in sales. Changes in~~ product ~~mix~~pricing and ~~prices~~mix contributed an additional $1$5 million to the ~~increased sales.~~overall sales growth. Sales ~~increased~~growth was the strongest in the United States, ~~and Europe.~~with additional growth from sales in Europe, compared with the prior-year period. Operating income increased primarily as a result of ~~a $1 million reduction in~~lower SG&A ~~expense, partially offset by a $0.6 million decline in gross profit. The reduction in SG&A expense was~~expenses driven by ~~reduced staffing.~~expense-reduction initiatives in prior periods.

Pharmaceuticals Segment Results.Sales ~~were nearly unchanged~~increased in ~~Pharmaceuticals.~~Pharmaceuticals as a result of changes in product mix. Operating ~~profit also was nearly unchanged for~~income declined primarily as the ~~quarter.~~result of higher SG&A expense.


	Three months ended									Six months ended
	March 31,									June 30,
	2010		2009		$ Change		% Change			2010		2009		$ Change		% Change
	(Dollars in thousands)									(Dollars in thousands)
Geographic Revenues
United States	$	240,487	$	170,054	$	70,433		41.4	%	$	517,490	$	351,017	$	166,473		47.4	%
International		252,378		187,755		64,623		34.4	%		518,860		406,069		112,791		27.8	%

Total	$	492,865	$	357,809	$	135,056		37.7	%	$	1,036,350	$	757,086	$	279,264		36.9	%

Cash flows from operating activities increased by ~~$85.1~~$132.3 million in the first ~~three~~six months of 2010 compared with the prior-year period. Year-over-year cash flows from operating activities increased ~~$92.2~~$137.1 million due to changes in precious metal deposits, $65.0 million due to changes in accounts payable, ~~$71.0 million primarily due to funding requirements in 2009 for precious metal deposits,~~ and ~~$19.2~~$37.9 million due to higher net income. Partially offsetting these effects, year-over-year cash flows from operating activities decreased ~~$65.0~~$102.4 million due to changes in inventories and ~~$56.1~~$59.5 million due to changes in accounts and trade notes receivable. Accounts payable, inventories, and accounts and trade notes receivable increased in the first ~~three~~six months of 2010 in response to improved customer demand as worldwide markets continued to recover from the economic downturn in 2009.

Cash flows from investing activities ~~decreased $5.6~~increased $12.8 million in the first ~~three~~six months of 2010 compared with the prior-year period. Capital expenditures ~~increased~~decreased to ~~$8.6~~$16.3 million in the first ~~quarter~~half of 2010 from ~~$2.6~~$23.0 million in the first ~~quarter~~half of ~~2009, when capital spending was tightly controlled due to~~2009. In the ~~economic downturn.~~first half of 2010, we had net proceeds of $5.9 million in connection with our business combination with Heraeus.

Cash flows from financing activities decreased ~~$85.4~~$139.3 million in the first ~~three~~six months of 2010 compared with the prior-year period. In the first ~~quarter~~half of ~~2009, borrowings~~2010, net repayments under our ~~revolving~~ credit ~~facility~~facilities increased by ~~$92.7~~$147.8 million, while in the first half of 2009, debt issuance costs related to a new asset securitization facility and an amendment of our revolving credit and term loan facility were ~~$8.1~~$9.4 million.

Capital Resources and Liquidity

Off Balance Sheet Arrangements

International Receivable Sales Programs.We maintain several international programs to sell trade accounts receivable to financial institutions. Ferro had received net proceeds under the international programs of ~~$8.7~~$2.6 million at ~~March 31,~~June 30, 2010, and $10.3 million at December 31, 2009, for outstanding receivables.

Liquidity Requirements

Our liquidity requirements primarily include debt service, purchase commitments, labor costs, working capital requirements, restructuring expenditures, capital investments, precious metals cash collateral requirements, and postretirement obligations. We expect to meet these requirements in the long term through cash provided by operating activities and availability under replacement credit facilities or other financing arrangements. Cash flows from operating activities are primarily driven by earnings before noncash charges and changes in working capital needs. In the first ~~quarter~~half of 2010, cash flows from operating activities were ~~generally~~ sufficient to fund our investing activities, primarily capital expenditures for property plant and equipment. We had ~~$224.5~~borrowing capacity of $258.1 million at ~~March 31,~~June 30, 2010, and $202.4 million at December 31, 2009, available under various credit facilities, primarily our revolving credit facility. To enhance liquidity, we have taken actions that include a variety of restructuring activities and suspension of dividend payments on our common stock.

Our level of debt, debt service requirements, and ability to access credit markets could have important consequences to our business operations and uses of cash flows. The credit shortage in the global capital markets has not prohibited us from accessing the capital ~~markets, but it has increased our cost of borrowing.~~markets. We issued the 6.50% Convertible Senior Notes in the third quarter of 2008, amended our Revolving Credit and Term Loan Facility in the first and fourth quarters of 2009, replaced our expiring asset securitization facility in the second quarter of 2009 and extended its maturity in the second quarter of 2010, sold 41 million shares of common stock in the fourth quarter of ~~2009.~~2009, and made an early principal payment of $50 million on our term loans in the second quarter of 2010. In addition, financial market conditions and access to credit ~~has~~have improved over the last several quarters, evidenced by the number of financing transactions consummated in the credit markets and the pricing of these offerings.

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

~~Recent difficulties~~

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

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

Critical Accounting Policies and Their Application

There are no material changes to our critical accounting policies described in “Critical Accounting Policies” within Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

Newly Issued Accounting Pronouncements

In October 2009, the FASB issued ASU 2009-13,Multiple Deliverable Revenue Arrangements, (“ASU 2009-13”), which ~~is codified in ASC Topic 605, Revenue Recognition. This pronouncement~~ applies to all deliverables in contractual arrangements in which a vendor will perform multiple revenue-generating activities. In April 2010, the FASB issued ASU ~~2009-13 is~~2010-17,Revenue Recognition—Milestone Method, (“ASU 2010-17”), which 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 ASC Topic 605, Revenue Recognition, and are effective for our fiscal year that begins January 1, 2011. ~~ASU 2009-13~~These pronouncements may be applied prospectively or retrospectively, and early adoption is permitted. We are evaluating the impact that adoption of ASU 2009-13 and ASU 2010-17 may have on our consolidated financial statements.

Risk Factors

Certain statements contained here and in future filings with the SEC reflect the Company’s expectations with respect to future performance and constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are subject to a variety of uncertainties, unknown risks and other factors concerning the Company’s operations and business environment, which are difficult to predict and are beyond the control of the Company. Factors that could adversely affect our future financial performance are described under the heading “Risk Factors” in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2009.

2230

~~Item 3. Quantitative and Qualitative Disclosures About Market Risk~~


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, and costs of raw materials and energy.~~rates.

Our exposure to interest rate risk arises from our debt portfolio. We manage this risk by controlling the mix of fixed versus variable-rate debt after considering the interest rate environment and expected future cash flows. To reduce our exposure to interest rate changes on variable-rate debt, we entered into interest rate swap agreements. These swaps effectively convert 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 offset these gains and losses.

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


	March 31,			December 31,			June 30,			December 31,
	2010			2009			2010			2009
	(Dollars in thousands)						(Dollars in thousands)
Variable-rate debt and utilization of accounts receivable sales programs:
Change in annual interest expense from 1% change in interest rates	$	1,150		$	1,170		$	383		$	1,170
Fixed-rate debt:
Carrying amount		161,200			161,050			161,784			161,050
Fair value		171,136			160,275			166,864			160,275
Change in fair value from 1% increase in interest rate		(4,922	)		(4,814	)		(4,468	)		(4,814	)
Change in fair value from 1% decrease in interest rate		5,104			5,000			4,621			5,000
Interest rate swaps:
Notional amount		150,000			150,000			150,000			150,000
Carrying amount and fair value		(8,393	)		(9,516	)		(6,527	)		(9,516	)
Change in fair value from 1% increase in interest rate		1,878			2,226			1,501			2,226
Change in fair value from 1% decrease in interest rate		(1,905	)		(2,263	)		(1,520	)		(2,263	)
Foreign currency forward contracts:
Notional amount		200,139			178,922			170,361			178,922
Carrying amount and fair value		1,410			723			4,079			723
Change in fair value from 10% appreciation of U.S. dollar		7,202			5,571			5,037			5,571
Change in fair value from 10% depreciation of U.S. dollar		(8,802	)		(6,809	)		(6,157	)		(6,809	)

~~Item 4. Controls and Procedures~~


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,~~June 30, 2010, 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,~~June 30, 2010.

Changes in Internal Control over Financial Reporting

During the ~~first~~second quarter of 2010, 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.

2432

PART II — OTHER INFORMATION

~~Item 1. Legal Proceedings~~


Item 1.		Legal Proceedings

As previously disclosed, on May 6, 2004, the Company was named in an indirect purchaser class action in California seeking monetary damages and injunctive relief relating to alleged violations of the antitrust laws by the Company and others participating in the plastics additives industry (Competition Collision Center, LLC v. Crompton Corporation, et al., Superior Court of the State of California for the City and County of San Francisco, Case No. CGC-040431278); on August 4, 2005, the Company was named in another indirect purchaser class action lawsuit (In Re Indirect Purchaser, Plastic Additives Litigation, D.R. Ward Construction, et al., v. Rohm & Haas Company, et al., Case No. 2:05-CV-04157-LDD, MDL No. 1684, U.S. District Court, Eastern District of Pennsylvania); and in June 2008, the Company was named in four more indirect purchaser class action lawsuits. All of these cases contain similar allegations. The four indirect purchaser cases filed in 2008 have been transferred to the Eastern District of Pennsylvania (Defren v. Rohm & Haas Company, et al., Case No. 2:08-CV-03702-LDD (filed June 12, 2008); Zebrowski v. Rohm & Haas Company, et al., Case No. 2:08-CV-04161-LDD (filed June 23, 2008); Burg v. Rohm & Haas Company, et al., Case No. 2:08-CV-04162-LDD (filed June 30, 2008); Miller v. Rohm & Haas Company, et al., Case No. 2:08-CV-03701-LDD (filed June 18, 2008)). The Company intends to vigorously defend these six civil actions, which are all in their early stages. As a result, the Company cannot determine the outcome of these lawsuits at this time.

As previously disclosed, for the year ended December 31, 2007, the Company submitted deviation reports required by the Title V air emission permit issued under the New Jersey Air Pollution Control Act (the “Title V Air Permit”), which contained numerous deviations from the standards required by the Title V Air Permit at our South Plainfield, New Jersey, facility. In November 2009, the Company entered a settlement agreement with the New Jersey Department of Environmental Protection, pursuant to which the Company performed $100,000 worth of supplemental environmental projects in the community during 2009 and will make quarterly cash payments totaling $300,000 in 2010.

There are various other lawsuits and claims pending against the Company and its consolidated 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.

~~Item 1A. Risk Factors~~


Item 1A.		Risk Factors

There were no material changes to the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

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


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

As previously disclosed, our senior credit facility prohibits us from paying dividends on our common stock.

~~Item 3. Defaults Upon Senior Securities~~


Item 3.		Defaults Upon Senior Securities

Not applicable.

~~Item 4. (Removed and Reserved)~~


Item 4.		(Removed and Reserved)

~~Item 5. Other Information~~


Item 5.		Other Information

Not applicable.

~~Item 6. Exhibits~~


Item 6.		Exhibits

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

2533

EXHIBIT INDEX

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

Exhibit:


	3			Articles of incorporation and by-laws

	3.1			Eleventh Amended Articles of Incorporation. (Reference is made to Exhibit 4.1 to Ferro Corporation’s Registration Statement on Form S-3, filed March 5, 2008, which Exhibit is incorporated here by reference.)

	3.2			Certificate of Amendment to the Eleventh Amended Articles of Incorporation of Ferro Corporation filed with the Ohio Secretary of State on December 29, 1994. (Reference is made to Exhibit 4.2 to Ferro Corporation’s Registration Statement on Form S-3, filed March 5, 2008, which Exhibit is incorporated here by reference.)

	3.3			Certificate of Amendment to the Eleventh Amended Articles of Incorporation of Ferro Corporation filed with the Ohio Secretary of State on June 23, 1998. (Reference is made to Exhibit 4.3 to Ferro Corporation’s Registration Statement on Form S-3, filed March 5, 2008, which Exhibit is incorporated here by reference.)

	3.4			Ferro Corporation Code of Regulations. (Reference is made to Exhibit 4.4 to Ferro Corporation’s Registration Statement on Form S-3, filed March 5, 2008, which Exhibit is incorporated here by reference.)

	4			Instruments defining rights of security holders, including indentures

	4.1			Senior Indenture, dated as of March 5, 2008, by and between Ferro Corporation and U.S. Bank National Association. (Reference is made to Exhibit 4.5 to Ferro Corporation’s Registration Statement on Form S-3, filed March 5, 2008, which Exhibit is incorporated here by reference.)

	4.2			First Supplemental Indenture, dated August 19, 2008, by and between Ferro Corporation and U.S. Bank National Association (with Form of 6.50% Convertible Senior Note due 2013). (Reference is made to Exhibit 4.2 to Ferro Corporation’s Current Report on Form 8-K, filed August 19, 2008, which Exhibit is incorporated here by reference.)

				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			Amendment No. 1, dated as of February 4, 2010, to Receivables Purchase Agreement among Ferro Finance Corporation, Ferro Corporation, certain purchasers from time to time party thereto and Wachovia Bank, National Association.

	10.2			Amendment No. 2, dated as of May 1, 2010, to Receivables Purchase Agreement among Ferro Finance Corporation, Ferro Corporation, certain purchasers from time to time party thereto and Wachovia Bank, National Association. (Reference is made to Exhibit 10.2 to Ferro Corporation’s Current Report on Form 8-K, filed June 2, 2010, which Exhibit is incorporated here by reference.)

	10.3			Amendment No. 3, dated June 1, 2010, to Receivables Purchase Agreement among Ferro Finance Corporation, Ferro Corporation, certain purchasers from time to time party thereto and Wachovia Bank, National Association. (Reference is made to Exhibit 10.1 to Ferro Corporation’s Current Report on Form 8-K, filed June 2, 2010, which Exhibit is incorporated here by reference.)


PART I

Item 1 Financial Statements (Unaudited)	Page 3

Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations	Page 17	20

Item 3 Quantitative and Qualitative Disclosures about Market Risk	Page 23	31

Item 4 Controls and Procedures	Page 24	32

PART II

Item 1 Legal Proceedings	Page 25	33

Item 1A Risk Factors	Page 25	33

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds	Page 25	33

Item 3 Defaults Upon Senior Securities	Page 25	33

Item 4 (Removed and Reserved)	Page 25	33

Item 5 Other Information	Page 25	33

Item 6 Exhibits	Page 25	33

Exhibit 10.1
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2


	March 31,			December 31,			June 30,			December 31,
	2010			2009			2010			2009
	(Dollars in thousands)						(Dollars in thousands)
$172.5 million 6.50% Convertible Senior Notes, net of unamortized discounts	$	157,810		$	156,896		$	158,745		$	156,896
Revolving credit facility		2,600			1,700			—			1,700
Term loan facility		231,385			231,385			181,385			231,385
Capitalized lease obligations		5,867			5,669			5,374			5,669
Other notes		3,390			4,154			3,039			4,154

		401,052			399,804			348,543			399,804
Less current portion		(981	)		(1,084	)		(836	)		(1,084	)

Total	$	400,071		$	398,720		$	347,707		$	398,720


	March 31, 2010				December 31, 2009				June 30, 2010				December 31, 2009
	Carrying		Fair		Carrying		Fair		Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value		Amount		Value		Amount		Value
	(Dollars in thousands)								(Dollars in thousands)
$172.5 million 6.50% Convertible Senior Notes	$	157,810	$	168,619	$	156,896	$	157,191	$	158,745	$	164,608	$	156,896	$	157,191
Revolving credit facility		2,600		2,619		1,700		1,747		—		—		1,700		1,747
Term loan facility		231,385		239,586		231,385		237,047		181,385		185,910		231,385		237,047
Other notes		3,390		2,517		4,154		3,084		3,039		2,256		4,154		3,084


							Amount of Loss												Amount of Loss
	Amount of Loss						Reclassified from AOCI						Location of Loss	Amount of (Loss) Gain					Reclassified from AOCI						Location of Gain (Loss)
	Recognized in OCI						into Income						Reclassified from	Recognized in OCI					into Income						Reclassified from
	2010			2009			2010			2009			AOCI into Income	2010			2009		2010			2009			AOCI into Income
				(Dollars in thousands)										(Dollars in thousands)
Derivatives in Cash Flow Hedging Relationships:
Interest rate swaps	$	(866	)	$	(906	)	$	(1,989	)	$	(1,536	)	Interest expense	$	(996	)	$	119	$	(3,985	)	$	(3,180	)	Interest expense


	Amount of Gain					Amount of Gain (Loss)
	Recognized in Income				Location of	Recognized in Income
	2010		2009		Gain in Income	2010		2009			Location of Gain (Loss) in Income
	(Dollars in thousands)					(Dollars in thousands)
Derivatives Not Designated as Hedging Instruments:
Foreign currency forward contracts	$	11,427	$	567	Foreign currency losses, net	$	14,684	$	(4,089	)		Foreign currency losses, net


	U.S. Pension Plans						Non-U.S. Pension Plans						Other Benefit Plans						U.S. Pension Plans						Non-U.S. Pension Plans						Other Benefit Plans
	2010			2009			2010			2009			2010			2009			2010			2009			2010			2009			2010			2009
	(Dollars in thousands)																		(Dollars in thousands)
Components of net periodic cost:
Service cost	$	7		$	7		$	882		$	1,003		$	—		$	4		$	7		$	8		$	834		$	1,045		$	—		$	3
Interest cost		5,156			5,236			2,735			2,484			607			719			5,156			5,236			2,517			2,612			607			720
Expected return on plan assets		(4,491	)		(3,863	)		(1,899	)		(1,662	)		—			—			(4,491	)		(3,864	)		(1,759	)		(1,751	)		—			—
Amortization of prior service cost		24			24			147			(97	)		(399	)		(437	)		24			25			(121	)		(101	)		(399	)		(437	)
Net amortization and deferral		3,456			3,845			(132	)		246			(43	)		—			3,456			3,845			193			260			(43	)		—
Curtailment and settlement effects		—			—			(726	)		—			—			—			—			—			(3,839	)		—			—			—

Net periodic benefit cost	$	4,152		$	5,249		$	1,007		$	1,974		$	165		$	286		$	4,152		$	5,250		$	(2,175	)	$	2,065		$	165		$	286


Date: July 26, 2010	FERRO CORPORATION (Registrant)
~~Date: April 27, 2010~~
	/s/ James F. Kirsch
	James F. Kirsch
	Chairman, President and Chief Executive Officer (Principal Executive Officer)


Date: ~~April 27,~~July 26, 2010
	/s/ ~~Sallie B. Bailey~~Thomas R. Miklich
	~~Sallie B. Bailey~~Thomas R. Miklich
	Vice President and Chief Financial Officer (Principal Financial Officer)


	10.4			Ferro Corporation 2010 Long-Term Incentive Plan. (Reference is made to Exhibit 10.1 to Ferro Corporation’s Current Report on Form 8-K, filed May 6, 2010, which Exhibit is incorporated here by reference.)

	10.5			Ferro Corporation Executive Separation Policy. (Reference is made to Exhibit 10.1 to Ferro Corporation’s Current Report on Form 8-K, filed June 28, 2010, which Exhibit is incorporated here by reference.)

	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.