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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 10-Q
[ x ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED MARCH 31, 2001
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from To
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Commission File Number 1-584
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FERRO CORPORATION
(Exact Name of Registrant as specified in its charter)
An Ohio Corporation, IRS No. 34-0217820
1000 LAKESIDE AVENUE CLEVELAND, OH 44114
(Address of principal executive offices)
Registrant's telephone number including area code: 216/641-8580
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
At April 30, 2001 there were 34,221,445 shares of Ferro common stock, par value
$1.00, outstanding.
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CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FERRO CORPORATION AND SUBSIDIARIES
Three Months Ended
March 31
(Unaudited) (Unaudited)
(Dollars in Thousands, except per share amounts) 2001 2000
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Sales from Ongoing Operations $370,694 $352,969
Sales from Businesses Sold 7,643
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Total Net Sales $370,694 $360,612
Cost of Sales 273,192 260,542
Selling, Administrative and General Expenses 66,453 63,948
Other Charges (Credits):
Interest Expense 7,848 5,626
Net Foreign Currency Gain (183) (368)
Other Expense - Net 1,505 1,395
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Income Before Taxes 21,879 29,469
Income Tax Expense 7,913 11,069
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Net Income 13,966 18,400
Dividend on Preferred Stock, Net of Tax 795 906
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Net Income Available to Common Shareholders $13,171 $17,494
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Per Common Share Data:
Basic Earnings $0.39 $0.50
Diluted Earnings $0.37 $0.48
Shares Outstanding:
Average Outstanding 34,178,782 34,914,494
Average Diluted 37,195,911 38,022,573
Actual End of Period 34,251,943 34,741,183
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See Accompanying Notes to Condensed Consolidated Financial Statements
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CONDENSED CONSOLIDATED BALANCE SHEET
FERRO CORPORATION AND SUBSIDIARIES
MARCH 31, 2001 AND DECEMBER 31, 2000
(Dollars in Thousands)
(Unaudited) (Audited)
ASSETS 2001 2000
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Current Assets:
Cash and Cash Equivalents $ 3,390 $ 777
Net Receivables 166,603 189,014
Inventories 189,809 189,639
Other Current Assets 65,673 63,798
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Total Current Assets 425,475 443,228
Net Property, Plant & Equipment 419,837 425,728
Unamortized Intangible Assets 194,791 196,279
Other Assets 58,621 61,770
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$1,098,724 $1,127,005
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LIABILITIES
Current Liabilities:
Notes and Loans Payable $ 48,020 $ 65,865
Accounts Payable, Trade 149,359 155,244
Other Current Liabilities 139,611 143,986
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Total Current Liabilities 336,990 365,095
Long - Term Debt 355,295 350,781
Other Liabilities 98,391 101,971
Shareholders' Equity 308,048 309,158
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$1,098,724 $1,127,005
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See Accompanying Notes to Condensed Consolidated Financial Statements
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FERRO CORPORATION AND SUBSIDIARIES
Three Months Ended
March 31
(Unaudited) (Unaudited)
(Dollars in Thousands) 2001 2000
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Net Cash Provided from Operating Activities $18,887 $6,852
Cash Flow from Investing Activities:
Capital Expenditures for Plant and Equipment (12,053) (10,094)
Other Investing Activities 147 (1,744)
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Net Cash Used for Investing Activities (11,906) (11,838)
Cash Flow from Financing Activities:
Net Borrowings (Payments) Under Short-Term Lines (17,329) 6,591
Asset Securitization 16,615 0
Proceeds from long-term debt 4,240 15,013
Purchase of Treasury Stock (3,811) (8,100)
Cash Dividend Paid (5,750) (5,973)
Other Financing Activities 1,642 826
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Net Cash (Used for) Provided by Financing Activities (4,393) 8,357
Effect of Exchange Rate Changes on Cash 25 (40)
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Increase in Cash and Cash Equivalents 2,613 3,331
Cash and Cash Equivalents at Beginning of Period 777 7,114
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Cash and Cash Equivalents at End of Period $3,390 $10,445
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Cash Paid During the Period for:
Interest, net of amounts capitalized $5,861 $3,829
Income Taxes $492 $790
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See Accompanying Notes to Condensed Consolidated Financial Statements
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FERRO CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The condensed consolidated interim financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's annual report on Form 10-K for the fiscal year
ended December 31, 2000. The information furnished herein reflects all
adjustments (consisting of normal recurring adjustments) which are, in the
opinion of management, necessary for fair presentation of the results for
the interim periods. The results of the three months ended March 31, 2001
are not necessarily indicative of the results expected in subsequent
quarters or for the full year.
2. Comprehensive Income
Comprehensive income represents net income adjusted for foreign currency
translation adjustments and pension liability adjustments. Comprehensive
income was $6.7 million and $14.2 million for the three months ended March
31, 2001 and 2000, respectively. Accumulated other comprehensive income
(loss) at March 31, 2001 and December 31, 2000 was ($93.0) million and
($78.7) million, respectively.
3. Earnings Per Share Computation
Three Months Ended
March 31,
2001 2000
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Average Basic Shares Outstanding 34,178,782 34,914,494
Adjustments for Assumed Conversion
of Convertible Preferred Stock
and Common Stock Options 3,017,129 3,108,079
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AVERAGE DILUTED SHARES 37,195,911 38,022,573
Basic earnings per share is computed as net income available to common
shareholders divided by average basic shares outstanding.
Diluted earnings per share is computed as net income adjusted for the tax
effect associated with assumed conversion of preferred stock to common
stock divided by average diluted shares outstanding.
4. Contingent Liabilities
On May 4, 1999, and December 16, 1999, the United States Environmental
Protection Agency (U.S. EPA) issued Notices of Violation (NOVs) alleging
that the Company violated various requirements of the Clean Air Act and
related state laws in modifying and operating the Pyro-Chek process. The
U.S. EPA has also submitted requests seeking information from the Company
related to the alleged violations. The Company completed the sale of assets
relating to the Pyro-Chek process and ceased production of Pyro-Chek in
June 2000. The
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Company has been meeting with the U.S. EPA, the State of Indiana and local
authorities and is engaged in negotiations intended to resolve the issues
raised in the NOVs. The Company believes that it will resolve this matter
in a manner that will not have a material adverse effect on the Company's
financial position or results of operations.
In 2000, a wrongful death lawsuit was filed against Keil Chemical, a
division of the Company, and is now pending in federal court in Indiana.
Three negligence suits were filed against Keil Chemical, also in federal
court in Indiana. These complaints generally allege that the Company was
negligent and/or reckless in failing to control emissions, misrepresenting
emissions levels to regulatory agencies, failing to warn nearby residents
of the hazards posed by its emissions, and in emitting carcinogenic
chemicals without a permit. The Company believes it has valid defenses to
the allegations made in these suits and is vigorously defending its
position.
There are also pending against the Company and its consolidated
subsidiaries various other lawsuits and claims. In the opinion of
management, the ultimate liabilities resulting from such other lawsuits and
claims will not materially affect the consolidated financial position or
results of operations or liquidity of the Company.
5. Reporting for Segments
The Company's reportable segments are Coatings and Performance Chemicals.
Coatings products include ceramics and color, industrial coatings and
electronic materials. Performance Chemicals consists of polymer additives,
performance and fine chemicals, plastic compounds and plastic colorants.
The Company measures segment profit for internal reporting purposes as net
operating profit before interest and tax. Excluded from net operating
profit are certain unallocated corporate expenses. A complete
reconciliation of segment income to consolidated income before tax is
presented below.
Sales to external customers are presented in the following chart.
Intersegment sales are not material.
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FERRO CORPORATION AND SUBSIDIARIES
SEGMENT DATA (UNAUDITED)
THREE MONTHS ENDED
(Dollars in Thousands) MARCH 31,
SEGMENT SALES 2001 2000
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Coatings 216,191 219,335
Performance Chemicals 154,503 141,277
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Total 370,694 360,612
SEGMENT INCOME
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Coatings 21,925 25,714
Performance Chemicals 13,257 14,973
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Total 35,182 40,687
Unallocated Expenses 2,569 5,515
Interest Expense 7,848 5,626
Net Foreign Currency Gain (183) (368)
Other Expense-Net 1,505 1,395
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Income Before Taxes 28,581 28,519
Unallocated expenses consist primarily of corporate costs.
6. Acquisitions and Divestitures
On April 24th, 2001 the Company signed an agreement to acquire certain
businesses of dmc(2) Degussa Metals Catalysts Cerdec AG of Hanau, Germany
("dmc(2)") from OM Group, Inc. of Cleveland, Ohio.
Under the terms of the agreement, the Company would purchase the electronic
materials, performance pigments, glass systems and Cerdec ceramics
businesses of dmc(2) for 600 million euros in cash (approximately $524.4
million at an exchange rate of 0.8740). Annual sales for these businesses
were approximately $517 million (unaudited) in 2000 and EBITDA (earnings
before interest, taxes, depreciation and amortization) was approximately
$58 million (unaudited), excluding certain non-recurring items.
The Company plans to finance the transaction with a new bank credit
facility. The transaction is expected to close in the third quarter,
subject to the necessary regulatory approvals, and following OM Group's
acquisition of dmc(2) from Degussa AG of Germany.
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7. Accounting Pronouncements
Effective January 1, 2001, the Company adopted Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and
Hedging Activities," (FAS 133) and as amended by Statements 137 and 138.
The standards require that derivatives be measured at fair value and be
recorded as assets or liabilities on the balance sheet. Gains or losses
resulting from changes in fair values are accounted for dependent upon the
use of the derivative and whether it qualifies for hedge accounting. The
adoption of FAS 133 did not have a material adverse effect on the Company's
financial position or results of operations.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Comparison of the Three Months Ended March 31, 2001 and 2000.
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First quarter 2001 total net sales of $370.7 million were 2.8% higher than the
$360.6 million of the comparable 2000 period. Sales declined 1.4% in the
Coatings segment and increased 9.4% in the Performance Chemicals segment.
Overall volume growth was approximately 6.9% in the quarter, including the
contribution of acquisitions. Core volumes were down in most US markets due to
broad economic weakness. Weaker foreign currencies together with divestitures
negatively impacted sales by approximately $16 million.
Gross margin declined to 26.3% of sales as compared to 27.8% for the comparable
2000 period. The lower margins were driven by a decline in core volumes, which
led to lower capacity utilization. Additionally, higher raw material and energy
costs impacted results.
Selling, administrative and general expenses increased by 3.9% compared to the
same quarter in 2000, primarily as a result of acquisitions made within the past
year. As a percentage of sales, selling, administrative and general expenses
were 17.9% versus 17.7% in the 2000 first quarter.
Net income for quarter ended March 31, 2001 was $14.0 million (0.37 per diluted
share), compared with a record $18.4 million ($0.48 per diluted share) in the
first quarter of 2000.
QUARTERLY SEGMENT RESULTS
Sales in the Coatings segment were $216.2 million compared with $219.3 million
in the first quarter of 2000. Negative foreign currency translation and lower
volume in the United States led to the decline in sales. Markets such as
appliance and automotive were weaker during the quarter, particularly in the
United States. Additionally, key markets for electronic materials trended lower
throughout the quarter. Segment income was $21.9 million compared with $25.7
million in the first quarter of 2000. Coatings profitability declined due to
negative foreign currency translation, lower sales volume and higher costs for
energy and dollar-based raw materials in Europe.
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Performance Chemicals sales increased 9.4 percent to $154.5 million compared to
$141.3 million in the first quarter of 2001. Sales increased primarily due to
two key acquisitions made within the past year. This was partially offset by
lower volume in polymer additives and plastics and the impact of divestitures.
Performance Chemicals segment income for the quarter was $13.3 million compared
to $15.0 million in the first quarter of 2000. Margins declined primarily as a
result of lower volume, which led to lower capacity utilization, as markets such
as appliance, automotive and construction reflected the general slowdown in the
U.S. economy. Margins were significantly lower in the plastics business, where
end markets were weak. Petroleum-based raw material costs in plastics stabilized
during the quarter but remained higher than the first quarter of 2000 and
impacted margins.
GEOGRAPHIC SALES
Sales in the United States were $214.7 million for the three months ended March
31, 2001 compared to $209.2 million for the three months ended March 31, 2000.
Sales in the United States increased due to acquisitions made within the past
year. International sales were $156.0 million for the three months ended March
31, 2001, compared to $151.4 million in the three months ended March 31, 2000.
International sales were higher primarily due to acquisitions and strong volume
growth in Asia. Foreign currency translation had a significant negative impact
on sales reported for international operations.
OUTLOOK
Given current market trends, the Company does not anticipate that the economic
picture will improve in the near future but remains cautiously optimistic that
it may see some improvement in the second half of the year. The Company is
focusing on cost control measures to mitigate the impact of economic conditions
on results. The Company is implementing a program to reduce employment and other
costs on a worldwide basis by more than $12 million annually. The Company
expects to take a non-recurring charge to earnings in the second quarter of
approximately $8 million, before taxes. These actions should benefit results in
the second half of the year.
The businesses of dmc(2) that the Company has agreed to purchase from OM Group,
Inc. comprise the Company's largest acquisition ever and should greatly
accelerate its growth strategy. The dmc(2) businesses combined had annual sales
of approximately $517 million (unaudited) in 2000 and EBITDA (earnings before
interest, taxes, depreciation and amortization) of approximately $58 million
(unaudited), excluding certain non-recurring items. From a strategic
perspective, the acquisition builds critical mass and is expected to bring
significant synergies in several core businesses including electronic materials,
specialty colors and ceramics. The acquired businesses are expected to
significantly enhance the Company's business portfolio and global presence.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity requirements include capital investments, working
capital requirements, interest service and acquisitions. The Company expects to
be able to meet its working capital, interest service and capital investment
needs from cash and cash equivalents, cash flow from
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operations and, if necessary, use of its revolving credit facility or long-term
borrowings. The Company has available a $300.0 million five-year revolving
credit facility with seven domestic banks. The Company had borrowed $201.1
million under this facility as of March 31, 2001. The Company is actively
pursuing its acquisition strategy; it may from time to time use its existing
revolving credit facility or alternate financing arrangements, including
divestitures, to fund acquisitions; the Company plans to seek a new credit
facility to fund its acquisition from OM Group, Inc. of certain businesses of
dmc(2) for approximately $524.4 million. The Company also has $245.0 million
available under a universal shelf registration pursuant to which various types
of public securities may be issued.
Net cash provided by operating activities for the three months ended March 31,
2001 was $18.9 million, compared to the $6.9 million recorded in the first
quarter of 2000. The increase in cash provided by operating activities is
primarily due to improved working capital management. Cash used for investing
activities was $11.9 million in 2001 and $11.8 million in 2000. Net cash used
for financing activities was $4.4 million in the 2001 period compared to cash
provided of $8.4 million in 2000, as excess cash flows were used to reduce
short-term borrowing in 2001.
ENVIRONMENTAL
On May 4, 1999, and December 16, 1999, the United States Environmental
Protection Agency (U.S. EPA) issued Notices of Violation (NOVs) alleging that
the Company violated various requirements of the Clean Air Act and related state
laws in modifying and operating the Pyro-Chek process. The U.S. EPA has also
submitted requests seeking information from the Company related to the alleged
violations. The Company completed the sale of assets relating to the Pyro-Chek
process and ceased production of Pyro-Chek in June 2000. The Company has been
meeting with the U.S. EPA, the State of Indiana and local authorities and is
engaged in negotiations intended to resolve the issues raised in the NOVs. The
Company believes that it will resolve this matter in a manner that will not have
a material adverse effect on the Company's financial position or results of
operations.
Additionally, governmental agencies have identified several disposal sites for
clean-up under the Comprehensive Environmental Response, Compensation and
Liability Act and similar laws to which the Company has been named a
"potentially responsible party." The Company is participating in the cost of
certain clean-up efforts. However, the Company's share of such costs has not
been material and is not expected to have a material adverse effect on the
Company's financial position or results of operations.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this Management's Discussion and Analysis and
elsewhere in this quarterly report on Form 10-Q reflect the Company's current
expectations with respect to the future performance of the Company and may
constitute "forward-looking statements" within the meaning of the federal
securities laws. These statements are subject to a variety of uncertainties,
unknown risks and other factors concerning the Company's operations and business
environment, and actual events or results may differ materially from the events
or results discussed in the forward-looking statements. Factors that could cause
or contribute to such differences include, but are not limited to: the
successful closing and integration of the transaction to acquire certain
businesses from OM Group, Inc., which is subject to regulatory approvals in the
US and Europe; the success of the Company's acquisition program; market
acceptance of new product introductions; changes in customer requirements,
markets or
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industries served; changing economic conditions; changes in foreign exchange
rates; changes in the prices of major raw materials; significant technological
or competitive developments; and the impact of environmental proceedings.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK FACTORS.
There have been no material changes in market risk exposures during the first
three months of 2001 that affect the disclosures presented on pages 21-22 of the
Company's Annual Report to Shareholders for the year ended December 31, 2000,
which disclosure is incorporated here by reference.
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS.
On May 4, 1999, and December 16, 1999, the United States Environmental
Protection Agency (U.S. EPA) issued Notices of Violation (NOVs) alleging that
the Company violated various requirements of the Clean Air Act and related state
laws in modifying and operating the Pyro-Chek process. The U.S. EPA has also
submitted requests seeking information from the Company related to the alleged
violations. The Company completed the sales of assets relating to the Pyro-Chek
process and ceased production of Pyro-Chek in June 2000. The Company has been
meeting with U.S. EPA, the State of Indiana and local authorities and is engaged
in negotiations intended to resolve the issues raised in the NOVs. The Company
believes that it will resolve this matter in a manner that will not have a
material adverse effect on the Company's financial position or results of
operations.
In 2000, a wrongful death lawsuit was filed against Keil Chemical, a division of
the Company, and is now pending in federal court in Indiana. Three negligence
suits were filed against Keil Chemical also in federal court in Indiana. These
complaints generally allege that the Company was negligent and/or reckless in
failing to control emissions, misrepresenting emissions levels to regulatory
agencies, failing to warn nearby residents of the hazards posed by its
emissions, and in emitting carcinogenic chemicals without a permit. The Company
believes it has valid defenses to the allegations made in these suits and is
vigorously defending its position.
There are also pending against the Company and its consolidated subsidiaries
various other lawsuits and claims. In the opinion of management, the ultimate
liabilities resulting from such other lawsuits and claims will not materially
affect the consolidated financial position or results of operations or liquidity
of the Company.
ITEM 2 - CHANGE IN SECURITIES.
No change.
ITEM 3 - DEFAULT UPON SENIOR SECURITIES.
None.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
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At the Annual Meeting of Shareholders held on April 27, 2001, there were a total
of 31,009,056.141 shareholders voting either in person or by proxy. The
shareholders:
A. Elected four directors to the Ferro Corporation Board of Directors, Michael
H. Bulkin, Michael F. Mee, William J. Sharp and Alberto Weisser to serve on
the Board until the meeting in the year 2004.
The results of the voting for directors were as follows:
Number of Votes For
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Michael H. Bulkin 30,514,358.582
Michael F. Mee 30,511,648.577
William J. Sharp 30,490,669.403
Alberto Weisser 30,494,034.985
The terms of office for Glenn R. Brown, William E. Butler, Sandra
Austin Crayton, William B. Lawrence, John C. Morley, Hector R. Ortino
and Dennis W. Sullivan continued after the meeting.
B. Approved a proposal to ratify the designation of KPMG LLP as independent
auditors of the books and accounts of the Company for the current year
ending December 31, 2001. The holders of 30,563,990.656 shares of Ferro
Common and Preferred Stock voting together as a class voted in favor of the
proposal. The holders of 402,569.081 shares of Ferro Common and Preferred
Stock voted against the proposal. The holders of 42,496.404 shares of
Ferro Common and Preferred Stock abstained from voting on the issue.
ITEM 5 - OTHER INFORMATION.
None.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K.
(a) The exhibits listed in the attached Exhibit Index are filed
pursuant to Item 6(a) of the Form 10-Q.
(b) The Company has not filed any reports on Form 8-K for the quarter
ended March 31, 2001.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FERRO CORPORATION
(Registrant)
Date: May 15, 2001
/s/ Hector R. Ortino
------------------------------------
Hector R. Ortino
Chairman and Chief Executive Officer
Date: May 15, 2001
/s/ Bret W. Wise
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Bret W. Wise
Senior Vice President and Chief Financial Officer
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EXHIBIT INDEX
The following exhibits are filed with this report or are incorporated here by
reference to a prior filing in accordance with Rule 12b-32 under the Securities
and Exchange Act of 1934. (Asterisk denotes exhibits filed with this report).
Exhibit:
(3) Articles of Incorporation and by-laws
(a) Eleventh Amended Articles of Incorporation. (Reference is made to
Exhibit (3)(a) to Ferro Corporation's Quarterly Report on Form 10-Q for the
three months ended June 30, 1998, which Exhibit is incorporated here by
reference.)
(b) Certificate of Amendment to the Eleventh Amended Articles of
Incorporation of Ferro Corporation filed December 28, 1994. (Reference is
made to Exhibit (3)(b) to Ferro Corporation's Quarterly Report on Form 10-Q
for the three months ended June 30, 1998, which Exhibit is incorporated
here by reference.)
(c) Certificate of Amendment to the Eleventh Amended Articles of
Incorporation of Ferro Corporation filed January 19, 1998. (Reference is
made to Exhibit (3)(c) to Ferro Corporation's Quarterly Report on Form 10-Q
for the three months ended June 30, 1998, which Exhibit is incorporated
here by reference.)
(d) Amended Code of Regulations. (Reference is made to Exhibit (3)(d) to
Ferro Corporation's Quarterly Report on Form 10-Q for the three months
ended June 30, 1998, which Exhibit is incorporated here by reference.)
(4) Instruments defining rights of security holders, including indentures
(a) Revolving Credit Agreement by and between Ferro Corporation and seven
commercial banks dated May 9, 2000. (Reference is made to Exhibit 4(a) to
Ferro Corporation's quarterly report on Form 10-Q for the three months
ended March 31, 2000, which Exhibit is incorporated here by reference.)
(b) Amended and Restated Shareholder Rights Agreement between Ferro
Corporation and National City Bank, Cleveland, Ohio, as Rights Agent, dated
as of December 10, 1999. (Reference is made to Exhibit 4(k) to Ferro
Corporation's Form 10-K for the year ended December 31, 1999, which Exhibit
is incorporated here by reference.)
(c) The rights of the holders of Ferro's Debt Securities issued and to be
issued pursuant to an Indenture between Ferro Corporation and Society
National Bank, as Trustee, are described in the form of Indenture dated May
1, 1993. (Reference is made to Exhibit 4(j) to Ferro Corporation's Form
10-Q for the three months ended June 30, 1993, which Exhibit is
incorporated here by reference.)
(d) The rights of the holders of Ferro's Debt Securities issued and to be
issued pursuant to a Senior Indenture between Ferro Corporation and Chase
Manhattan Trust Company, National Association, as Trustee, are described in
the Senior Indenture, dated March 25, 1998. (Reference is made to Exhibit 4
(c) to Ferro Corporation's Quarterly Report on Form
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10-Q for the three months ended March 31, 1998, which Exhibit is
incorporated here by reference.)
(e) Form of Security (7 1/8% Debentures due 2028). (Reference is made to
Exhibit 4(a-1) to Ferro Corporation's Form 8-K filed March 31, 1998, which
Exhibit is incorporated here by reference.)
*(12) Ratio of Earnings to Fixed Charges.
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