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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period
from..........to .........
Commission file number 1-584
FERRO CORPORATION
An Ohio Corporation 1000 LAKESIDE AVENUE I.R.S. No. 34-0217820
Registrant's telephone number, including area code:
216-641-8580
Securities Registered Pursuant to Section 12(b) of the Act:
Name of each exchange
Title of Class on which registered
-------------------- ---------------------
Shares of Common Stock of
the Par value of $1.00 each New York Stock Exchange
Common Stock Purchase Rights New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act:
11-3/4% Debentures due October 15, 2000
7-5/8% Debentures due May 1, 2013
Series A ESOP Convertible Preferred Stock,
without Par Value
2
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
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]
On February 28, 1995, there were 27,878,900 shares of Ferro Common Stock, Par
Value $1.00 outstanding. As of the same date, the aggregate market value (based
on closing sale price) of Ferro's common stock held by nonaffiliates was
$701,536,957.
An Exhibit Index listing all Exhibits hereto is found on page 20
hereof.
Documents Incorporated by Reference
-----------------------------------
Portions of Annual Report to Shareholders for the Year Ended December 31, 1994
(Incorporated into Parts I, II and IV of this Form 10-K).
Portions of Ferro Corporation's Proxy Statement dated March 20, 1995
(Incorporated into Parts II and III of this Form 10-K).
PART I
------
ITEM 1 Business
------ --------
Ferro Corporation ("Ferro"), which was incorporated under the laws of
Ohio in 1919, is a worldwide producer of specialty materials by organic and
inorganic chemistry for industry. It operates (either directly or through
wholly owned subsidiaries or partially owned affiliates) in 21 countries
worldwide. Ferro produces a variety of specialty coatings, specialty colors,
specialty chemicals, specialty ceramics, specialty plastics and related
products and services. Ferro's most important product is frit produced for use
in porcelain enamels and ceramic glazes.
Most of the products produced by Ferro are classified as specialty
materials, rather than commodities, because they are formulated or designed to
perform a specific and important function in the manufacturing processes of
Ferro customers or in their end products. These specialty materials are not
sold in the high volume normally
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associated with commodity businesses.
Ferro specialty materials require a high degree of technical service
on an individual customer basis. The value of these specialty materials stems
not just from their raw materials composition, but from the result and
performance they achieve in actual use.
A further description of Ferro's business, its principal products,
their markets and applications is contained under all headings on pages 5A
through 13 of Ferro's 1994 Annual Report to Shareholders, which is attached
hereto as Exhibit 13 (the "Annual Report"). The information contained under the
aforementioned headings on pages 5A through 13 of the Annual Report (excluding
those pages on which only pictures appear and the pictures and text describing
such pictures on pages 7, 9, 11 and 13) is incorporated herein by reference.
Information concerning Ferro's business during 1994, 1993, and 1992 and certain
transactions consummated during those years is included under the heading
"Management's Discussion and Analysis" on pages 14 through 18 of the Annual
Report and in Note 6 to Ferro's Consolidated Financial Statements, which are
included in the Annual Report. Note 6 appears at pages 26 and 27 of the Annual
Report. Such information is incorporated herein by reference. Additional
information about Ferro's industry segments, including financial information
relating thereto, is set forth in Note 11 to Ferro's Consolidated Financial
Statements, which appears on pages 30 and 31 of the Annual Report and is
incorporated herein by reference.
Raw Materials
-------------
For the most part the raw materials essential to Ferro's operations
both in the United States and overseas are obtainable from multiple sources
worldwide. However, during the second half of 1994, supplies of certain resins
used primarily in the production of plastics were tight due to production
interruptions experienced by suppliers; it is expected that supply may continue
to be tight during the first half of 1995, until such time as production
facilities are brought back into service and/or additional new capacity comes
on-line later in the year.
Patents and Licenses
--------------------
Ferro owns a substantial number of patents relating to its various
products and their uses. While these patents are of importance to Ferro, it
does not consider that the invalidity or expiration of any single patent or
group of patents would have a material adverse effect on its business. Ferro
patents expire at various dates through the year 2013.
Ferro does not hold any licenses, franchises or concessions which it
considers to be material.
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Customers
--------
Ferro does not consider that a material part of its Coatings, Colors
and Ceramics or its Plastics businesses are dependent on any single customer
or group of customers. In the Chemicals segment however, the loss of one
existing customer could have a materially adverse effect on this segment.
Backlog of Orders
-----------------
In general there is no significant lead time between order and
delivery in any of Ferro's business segments. As a result, Ferro does not
consider that the dollar amount of backlog of orders believed to be firm as of
any particular date is material for an understanding of its business. Ferro
does not regard any material part of its business to be seasonal.
Competition
-----------
With respect to most of its products, Ferro competes with a
substantial number of companies, none of which is dominant. Exceptions to this
are frit and powder coatings, as to which Ferro believes that it is the largest
worldwide supplier. The details of foreign competition necessarily vary with
respect to each foreign market.
Because of the specialty nature of Ferro' s products, product
performance characteristics and customer service are the most important
components of the competition which Ferro encounters in the sale of nearly all
of its products. However, in some of the markets served by Ferro, strong price
competition is encountered from time to time.
Research and Development
------------------------
A substantial number of Ferro's employees are involved in technical
activities concerned with products required by the ever-changing markets of its
customers. Laboratories are located at each of Ferro's major subsidiaries
around the globe, where technical efforts are applied to the customer and
market needs of that geographical area. In the United States, laboratories are
maintained in each of its divisions. Backing up these divisional customer
services laboratories is Corporate research activity involving approximately 57
scientists and support personnel in the Cleveland area.
Expenditures for research and development activities relating to the
development or significant improvement of new and/or existing products,
services and techniques were approximately $22,919,000, $19,334,000, and
$15,440,000 in 1994, 1993 and 1992, respectively. Expenditures for individual
customer requested research and development were not material.
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Environmental Matters
---------------------
Ferro's manufacturing facilities, like those of industry generally,
are subject to numerous laws and regulations designed to protect the
environment, particularly in regard to plant wastes and emissions. In general,
Ferro believes that it is in substantial compliance with the environmental
regulations to which its operations are subject and that, to the extent Ferro
may not be in compliance with such regulations, such non-compliance has not had
a material adverse effect on Ferro. Moreover, while Ferro has not generally
experienced substantial difficulty in complying with environmental
requirements, compliance has required a continuous management effort and
significant expenditures.
Ferro and its international subsidiaries authorized approximately
$6,040,000, $8,970,000 and $9,622,000 in capital expenditures for environmental
control during 1994, 1993 and 1992, respectively. Two major projects accounted
for the majority of the environmental control capital expenditures in 1994.
They were:
a. EDC collection and recovery system at a Ferro chemical
facility in Hammond, Indiana $3,250,000
b. Zinc oxide production effluent treatment system in Portugal
1,370,000
----------
Total -- Major Projects (1994) $4,620,000
Three major projects accounted for the high level of environmental control
capital expenditures in 1993. They were:
a. Wastewater treatment plant at a Ferro chemical facility in
France $2,300,000
b. Replacement of underground tank farms at a Ferro chemical
facility in Bedford, Ohio 1,600,000
c. Scrubbers at a Ferro facility in Brazil 1,400,000
----------
Total -- Major Projects (1993) $5,300,000
Three major projects accounted for the high level of environmental control
capital expenditures in 1992. They were:
a. Wastewater treatment plant at a Ferro chemical facility in
Bedford, Ohio $2,700,000
b. Bulk Unloading/Loading Stations for spill containment at a
Ferro chemical facility in Hammond, Indiana 900,000
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c. Scrubbers at the Ferro facility in Taiwan 2,100 000
----------
Total -- Major Projects (1992) $5,700,000
On July 29, 1994, the Company signed an Agreed Order with the Indiana
Department of Environmental Management and the Hammond Department of
Environmental Management (the "Agencies") settling the Agencies' claims that
the Keil Chemical facility had violated various air emission regulations.
Subject to satisfactory compliance with the terms of the Agreed Order, the
United States Environmental Protection Agency has concluded its Notice of
Violations against the Keil facility. Under the Agreed Order, the Company is
required to pay a civil, cash penalty of $1.5 million; to construct a
supplemental environmental project, estimated to cost approximately $1.5
million; and to reduce air emissions to reach compliance with federal and state
air emission regulations under compliance schedules as contained in the Agreed
Order.
The July 29, 1994 settlement addresses the air emission matter
discussed above, but does not address the wastewater discharge matter discussed
below, which remains.
During 1993, the Company became involved in a water environmental
claim regarding Keil Chemical. The Company has been named as one of several
defendants, including three local municipalities, one local government agency
(a sewer district) and four other area industrial concerns in a suit filed by
the United States Environmental Protection Agency alleging violation of the
Clean Water Act and the River and Harbors Act. The suit was filed in the
Federal District Court for the Northern District of Indiana on August 2, 1993.
The suit alleges violation of pre-treatment requirements for removal of
pollutants prior to discharge of wastewater into the Grand Calumet and Little
Calumet Rivers. Relief sought includes orders to comply with environmental
regulations, civil penalties of up to $25,000 per day for each violation, and
contribution to the cost of removing contaminated sediments from the west
branch of the Grand Calumet River. The Company believes it is in substantial
compliance with applicable law and intends to vigorously defend this
litigation. However, the Company will also explore settlement possibilities,
and if it is more economical to settle than to defend, the Company will pursue
that course of action.
Employees
--------
At December 31, 1994, Ferro employed approximately 6,817 full-time
employees, including 4,152 employees in its foreign subsidiaries and affiliates
and 2,665 in the United States.
Approximately 22% of the domestic workforce is covered by labor
agreements, and approximately 13% is affected by union agreements which expire
in 1995.
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Foreign Operations
------------------
Financial information about Ferro's domestic and foreign operations is
set forth on page 31 of the Annual Report and is incorporated herein by
reference.
Ferro's products are produced and distributed in foreign as well as
domestic markets. Ferro commenced its international operations in 1927.
Wholly-owned subsidiaries operate manufacturing facilities in
Argentina, Australia, Brazil, Canada, England, France, Germany, Holland, Italy,
Mexico, Spain and Taiwan. Partially-owned affiliates manufacture in Ecuador,
Indonesia, Italy, Japan, Portugal, Taiwan, Thailand, Turkey and Venezuela.
Foreign operations (excluding Canada) accounted for 50% of the
consolidated net sales and 60% of Ferro's consolidated operating income for the
fiscal year 1994; comparable amounts for the fiscal year 1993 were 50% and 53%
and for fiscal year 1992 were 55% and 69%.
Except for the sales of Ferro Enamel Espanola S.A. (Spain), Ferro
France, S.a R.L. (France), Ferro Chemicals S.A. (France), Ferro (Holland) B.V.,
Ferro Mexicana S.A. de C.V. (Mexico), Ferro (Great Britain) Ltd., Ferro
Industrial Products Limited (Taiwan), Ferro Toyo Co., Ltd. (Taiwan) and Metal
Portuguesa S.A. (Portugal), the sales of each of Ferro's subsidiaries are
principally for delivery in the country in which the subsidiary is located.
Ferro's European Community subsidiaries continue to reduce and eliminate, to
the extent practical, duplication of product lines with the intended result
being that only one subsidiary will be the primary provider of each line of
Ferro specialty products to the entire European Community market.
Ferro receives technical service fees and/or royalties from many of
its foreign subsidiaries. Under historical practice, as a matter of general
corporate policy, the foreign subsidiaries were normally expected to remit a
portion of their annual earnings to the parent by way of dividends. Under
current practice, earnings of the Company's European subsidiaries are being
reinvested in European operations. Several of the countries where Ferro has
subsidiaries control the transfer of currency out of the country, but in recent
years Ferro has been able to receive such remittances without material
hindrance from foreign government restrictions. To the extent earnings of
foreign subsidiaries are not remitted to Ferro, such earnings are intended to
be indefinitely invested in those subsidiaries.
ITEM 2 Properties
------ ----------
Ferro's research and development center is located in leased space in
Independence, Ohio. The corporate headquarters office is located at 1000
Lakeside Avenue, Cleveland, Ohio and such property is owned by the Company. The
business segments in which Ferro's plants are used and the
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locations of the principal manufacturing plants it owns in the United States
are as follows: Coatings, Colors and Ceramics -- Cleveland, Ohio, Nashville,
Tennessee, Pittsburgh, Pennsylvania, Toccoa, Georgia, Orrville, Ohio, Shreve,
Ohio, Penn Yan, New York, East Liverpool, Ohio, Crooksville, Ohio, and East
Rochester, New York; Plastics -- Plymouth, Indiana, Evansville, Indiana,
Stryker, Ohio, Edison, New Jersey and South Plainfield, New Jersey; Chemicals
-- Bedford, Ohio, Hammond, Indiana and Baton Rouge, Louisiana. In addition,
Ferro leases manufacturing facilities in Santa Barbara, California (Coatings);
San Marcos, California (Coatings) and Schaumburg, Illinois (Plastics).
Outside the United States, Ferro or its subsidiaries own manufacturing
plants in Argentina, Australia, Brazil, Canada, France, Germany, Indonesia,
Italy, Japan, Mexico, the Netherlands, Portugal, Spain, Taiwan, Thailand and
the United Kingdom. Ferro or its subsidiaries lease manufacturing plants in
Italy and the Netherlands. In many instances, the manufacturing facilities
outside of the United States are used in multiple business segments of Ferro.
Ferro believes that all of the foregoing facilities are generally well
maintained and adequate for their present use. During the past year, several of
Ferro's plants have been operating near capacity.
ITEM 3 Legal Proceedings
------ -----------------
Information set forth in Note 7 to Ferro's Consolidated Financial
Statements on page 27 of the Annual Report is incorporated herein by reference.
Information regarding certain legal proceedings with respect to
environmental matters is contained under Part I of this Annual Report on Form
10-K.
The law firm of Squire, Sanders & Dempsey, of which Paul B. Campbell
is a partner, provided legal services to Ferro in 1994 and Ferro plans to
continue the use of such firm in 1995. Mr. Campbell is the Secretary of Ferro.
ITEM 4 Submission of Matters to a Vote of Security Holders
------ ---------------------------------------------------
No matters were submitted to a vote of Ferro's security holders during
the fourth quarter of the fiscal year covered by this report.
Executive Officers of the Registrant
------------------------------------
There is set forth below the name, age, positions and offices held by
each individual serving as executive officer as of March 15, 1995 as well as
their business experience during the past five years. Years indicate the year
the individual was named to the indicated position. There is no family
relationship between any of Ferro's executive officers
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Albert C. Bersticker - 60
President and Chief Executive Officer, 1991
President and Chief Operating Officer, 1988
Werner F. Bush -
Executive Vice President and Chief Operating Officer, 1993
Senior Vice President, Coatings, Colors and Ceramics, 1991
Group Vice President, Coatings, Colors and Electronic
Materials, 1988
David G. Campopiano - 45
Vice President, Corporate Development, 1989
Senior Vice President, Prescott, Ball & Turben, Inc., 1987
R. Jay Finch- 53
Vice President, Specialty Plastics, 1991
Vice President and General Manager, Plastics & Rubber
Division, Mobay Corporation, 1984
James F. Fisher - 57
Senior Vice President, Powder Coatings, Specialty Ceramics
and Electronic Materials, 1994
Senior Vice President, Coatings, Colors and Ceramics, 1993
Group Vice President, International, 1991
Vice President, International, 1988
James B. Friederichsen - 52
Vice President, Chemicals, 1994
President, MTM Americas, 1990
Vice President and General Manager, A. E. Staley, 1989
D. Thomas George - 47
Treasurer, 1991
Director, Treasury Operations, 1989
Hector R. Ortino - 52
Executive Vice President and Chief Financial-Administrative
Officer, 1993
Senior Vice President and Chief Financial Officer, 1991
Vice President, Finance and Chief Financial Officer, 1987
Richard C. Oudersluys - 55
Vice President, Inorganic Coatings and Colorants, 1994
Vice President, Pigments and Glass/Ceramics Colorants, 1992
General Manager, Color Division, 1987
Thomas O. Purcell, Jr. - 50
Vice President, Research and Development, 1991
Associate Director Research, Plastics, 1990
Manager, Technology Assessment Operation, General Electric
Plastics, 1988
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Gary H. Ritondaro - 48
Vice President, Finance, 1993
Vice President, Controller, 1991
Controller, 1986
PART II
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ITEM 5 Market for Registrant's Common Equity and Related
------ -------------------------------------------------
Stockholder Matters
-------------------
Information regarding the recent price and dividend history of Ferro's
Common Stock, the principal market for its Common Stock and the number of
holders thereof is set forth under the heading "Quarterly Data" on page 34 of
the Annual Report. Said information is incorporated herein by reference.
Information concerning dividend restrictions is contained in Note 3 to Ferro's
Consolidated Financial Statements on pages 24 and 25 of the Annual Report and
said information is incorporated herein by reference.
ITEM 6 Selected Financial Data
------ -----------------------
The summary of selected financial data for each of the last five years
set forth under the heading "Selected Financial Data " on pages 32 and 33 of
the Annual Report is incorporated herein by reference.
ITEM 7 Management's Discussion and Analysis of Financial
------ -------------------------------------------------
Conditions and Results of Operation
-----------------------------------
The information contained under the heading "Management's Discussion
and Analysis" on pages 14 through 18 of the Annual Report is incorporated
herein by reference.
ITEM 8 Financial Statements and Supplementary Data
------ -------------------------------------------
The Consolidated Financial Statements of Ferro and its subsidiaries
contained on pages 19 through 31, inclusive, of the Annual Report, including
the Notes to Consolidated Financial Statements, are incorporated herein by
reference.
ITEM 9 Changes in and Disagreements With Accountants on Accounting and
------ ---------------------------------------------------------------
Financial Disclosure
--------------------
There are no such changes or disagreements.
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PART III
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ITEM 10 Directors and Executive Officers of the Registrant
------- --------------------------------------------------
The information regarding directors of Ferro contained under the
headings "Election of Directors" and "Certain Matters Pertaining to the Board
of Directors" on pages 1 through 9, inclusive, of Ferro's Proxy Statement dated
March 20, 1995, is incorporated herein by reference. Information regarding
executive officers of Ferro is contained under Part I of this Annual Report on
Form 10-K.
ITEM 11 Executive Compensation
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The information required by this Item 11 is set forth under the
heading "Information Concerning Executive Officers" on pages 14 through 28,
inclusive, of Ferro's Proxy Statement dated March 20, 1995 and is incorporated
herein by reference.
ITEM 12 Security Ownership of Certain Beneficial Owners and Management
------- --------------------------------------------------------------
The information required by this Item 12 is set forth under the
headings "Election of Directors" and "Security Ownership of Directors, Officers
and Certain Beneficial Owners" on pages 1 through 8 of Ferro's Proxy Statement
dated March 20, 1995 and is incorporated herein by reference.
ITEM 13 Certain Relationships and Related Transactions
------- ----------------------------------------------
There are no relationships or transactions that are required to be
reported.
PART IV
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ITEM 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K
------- ---------------------------------------------------------------
1. Documents filed as part of this Annual Report on Form 10-K
(a) The following Consolidated Financial Statements of Ferro
Corporation and its subsidiaries, contained on pages 19 through 31, inclusive,
of the Annual Report are incorporated herein by reference:
Consolidated Statements of Income for the Years ended December 31,
1994, 1993 and 1992
Consolidated Balance Sheets at December 31, 1994 and 1993
Consolidated Statements of Shareholders' Equity for the years ended
December 31, 1994, 1993 and 1992
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Consolidated Statements of Cash Flows for the Years ended December 31,
1994, 1993 and 1992
Notes to Consolidated Financial Statements
(b) The following additional information for the years 1994, 1993 and
1992 is submitted herewith:
Independent Auditors' Report on Financial Statement Schedule
Schedule VIII - Valuation and Qualifying Accounts and Reserves
All other schedules have been omitted because the material is not
applicable or is not required as permitted by the rules and
regulations of the Securities and Exchange Commission, or the required
information is included in notes to consolidated financial statements.
Financial statements of foreign affiliates in which Company ownership
exceeds 20 percent, accounted for on the equity method, are not
included herein since, in the aggregate, these companies do not
constitute a significant subsidiary.
Financial Statement Schedule VIII, together with the independent Auditor's
Report thereon, are contained on pages F-1 and F-2 of this Annual Report on
Form 10-K.
(c) Exhibits
(3) Articles of Incorporation and by-laws
(a) Eleventh Amended Articles of Incorporation.
(Reference is made to Exhibit 3 to Ferro
Corporation's Quarterly Report on Form 10-Q for the
three months ended September 30, 1989, which Exhibit
is incorporated herein by reference.)
(b) Certificate of Amendment to the Eleventh Amended
Articles of Incorporation of Ferro Corporation
filed December 28, 1994. A copy of such amendment is
attached hereto as Exhibit (3)(b).
(c) Amended Code of Regulations. (Reference is made to
Exhibit (3)(b) to Ferro Corporation's Quarterly
Report on Form 10-Q for the three months ended June
30, 1987, which Exhibit is incorporated
herein by reference.)
(4) Instruments defining rights of security holders, including
indentures
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(a) Revolving Credit Agreement by and between Ferro and
four commercial banks dated August 22, 1990.
(Reference is made to Exhibit 10 to Ferro
Corporation's Quarterly Report on Form 10-Q for the
three months ended September 30, 1990, which Exhibit
is incorporated herein by reference.)
(b) Amendment Number 1 dated May 31, 1991, to the
Revolving Credit Agreement by and between Ferro and
four commercial banks. (Reference is made to Exhibit
4(b)(1) to Ferro Corporation's Quarterly Report on
Form 10-Q for the three months ended June 30, 1991,
which Exhibit is incorporated herein by reference.)
(c) Amendment Number 2 dated July 30, 1991, to the
Revolving Credit Agreement by and between Ferro and
four commercial banks. (Reference is made to Exhibit
4(b)(2) to Ferro Corporation's Quarterly Report on
Form 10-Q for the three months ended June 30, 1991,
which Exhibit is incorporated herein by reference.)
(d) Amendment Number 3 dated December 31, 1991, to the
Revolving Credit Agreement by and between Ferro and
four commercial banks. (Reference is hereby made to
Exhibit 4 to Ferro Corporation's Form 10-K for the
year ended December 31, 1991, which Exhibit is
incorporated herein by reference.)
(e) Amendment Number 4 dated July 21, 1992, to the
Revolving Credit Agreement by and between Ferro and
four commercial banks. (Reference is hereby made to
Exhibit 4 to Ferro Corporation's Form 10-Q for the
three months ended June 30, 1992, which Exhibit is
incorporated herein by reference.)
(f) Amendment Number 5 dated April 20, 1993, to the
Revolving Credit Agreement by and between Ferro and
four commercial banks. (Reference is hereby made to
Exhibit 4(b)(4) to Ferro Corporation's Form 10-Q for
the three months ended June 30, 1993, which Exhibit
is incorporated herein by reference.)
(g) The rights of the holders of Ferro's 11-3/4%
Debentures due October 15, 2000 are described in the
form of Indenture filed as Exhibit 4(b) to Amendment
No. 1 to the Registration Statement on Form S-3 filed
with the Commission on October 8, 1985 (Registration
No. 33-529). Said Exhibit is incorporated herein by
reference.
(h) Rights Agreement between Ferro Corporation and
National City Bank, Cleveland, Ohio, as Rights Agent,
dated as of
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March 21, 1986. (Reference is made to Exhibit 1.2 to
the Registration Statement on Form 8-A dated March
26, 1986, which Exhibit is incorporated herein by
reference.)
(i) Amendment No. 1 to Rights Agreement between Ferro
Corporation and National City Bank, Cleveland, Ohio,
as Rights Agent, dated as of March 31, 1989.
(Reference is made to Exhibit 1 to Form 8-K filed
with the Commission on March 31, 1989, which Exhibit
is incorporated herein by reference.)
(j) The rights of the holders of Ferro's Debt Securities
issued and to be issued pursuant to an Indenture
between Ferro and Society National Bank, as Trustee,
are described in the form of Indenture dated May 1,
1993 filed as Exhibit 4(j) to Ferro Corporation's
Form 10-Q for the three months ended June 30, 1993.
Said Exhibit is incorporated herein by reference.
(10) Material Contracts
(a) Key elements of Ferro's Incentive Compensation Plan
are set forth under the heading "Report of the
Compensation and Organization Committee" on pages 14
through 18 of the Proxy Statement dated March 20,
1995. Said description is incorporated herein by
reference.
(b) Ferro's 1995 Performance Share Plan, subject to
shareholder approval at the 1995 annual meeting.
Reference is made to Exhibit A of Ferro Corporation's
Proxy Statement dated March 20, 1995, which exhibit
is incorporated herein by reference.
(c) Ferro Corporation Savings and Stock Ownership Plan.
(Reference is made to Exhibit 4.3 to Ferro
Corporation's Quarterly Report on Form 10-Q for the
three months ended March 31, 1989, which Exhibit is
incorporated herein by reference.)
(d) Ferro's 1985 Employee Stock Option Plan for Key
Personnel (Amended and Restated). (Reference is
hereby made to Exhibit A to Ferro Corporation's Proxy
Statement dated March 11, 1991, which Exhibit is
hereby incorporated by reference.) Reference is also
made to pages 13 and 14 of Ferro Corporation's Proxy
Statement dated March 20, 1995, regarding a proposed
amendment of 1985 Employee Stock Option Plan for Key
Personnel subject to shareholder approval at the 1995
annual meeting.
(e) Form of Indemnification Agreement (adopted January 25,
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1991 for use from and after that date). (Reference is
hereby made to Exhibit 10 to Ferro Corporation's Form
10-K for the year ended December 31, 1990, which
Exhibit is incorporated herein by reference.)
(f) Form of Executive Employment Agreement (adopted
October 1, 1991 for use from and after that date).
(Reference hereby is made to Exhibit 10 to Ferro
Corporation's Form 10-K for the year ended December
31, 1991, which Exhibit is incorporated herein by
reference.)
(g) Schedule I listing the officers with whom Ferro has
entered into currently effective executive employment
agreements. A copy of such Schedule I is attached
hereto as Exhibit 10.
(h) Agreement between Ferro Corporation and Frank A.
Carragher dated October 18, 1993. (Reference is made
to Exhibit 10.1 to Ferro Corporation's Form 10-K for
the year ended December 31, 1993, which Exhibit is
incorporated herein by reference.)
(11) Statement Regarding Computation of Earnings Per Share.
(12) Ratio of Earnings to Fixed Charges.
(13) Annual Report to Shareholders for the year ended December 31,
1994.
(21) List of Subsidiaries.
(23) Consent of KPMG Peat Marwick LLP to the incorporation by
reference of their audit report on the Consolidated Financial
Statements contained in the Annual Report into Ferro's
Registration Statements on Form S-8 Registration Nos. 2-61407,
33-28520 and 33-45582 and Ferro's Registration Statement on
Form S-3 Registration No. 33-51284.
2. No reports on Form 8-K were filed for the three months ended December 31,
1994.
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SIGNATURES
Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form
10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
FERRO CORPORATION
By /s/Albert C. Bersticker
Albert C. Bersticker,
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this Annual Report on Form 10-K has been signed below by the following
persons on behalf of the Registrant and in their indicated capacities and as of
this 27th day of March, 1995.
/s/Albert C. Bersticker President and Chief Executive
Albert C. Bersticker Officer and Director
(Principal Executive Officer)
/s/Hector R. Ortino Executive Vice President and Chief
Hector R. Ortino Financial-Administrative Officer and
Director
(Principal Financial Officer)
/s/Gary H . Ritondaro Vice President, Finance
Gary H. Ritondaro (Principal Accounting Officer)
/s/Sandra Harden Austin Director
Sandra Harden Austin
/s/Paul S. Brentlinger Director
Paul S. Brentlinger
/s/Glenn R. Brown Director
Glenn R. Brown
/s/Werner F. Bush Director
Werner F. Bush
/s/William E. Butler Director
William E. Butler
/s/A. James Freeman Director
A. James Freeman
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/s/John C. Morley Director
John C. Morley
/s/Kevin O'Donnell Director
Kevin O'Donnell
/s/Adolph Posnick Director
Adolph Posnick
/s/Rex A. Sebastian Director
Rex A. Sebastian
/s/Dennis W. Sullivan Director
Dennis W. Sullivan
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INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULE
------------------------------------------------------------
The Shareholders and Board of Directors
Ferro Corporation
Under date of January 25, 1995, we reported on the consolidated balance sheets
of Ferro Corporation and subsidiaries as of December 31, 1994 and 1993, and the
related consolidated statements of income, shareholders' equity, and cash flows
for each of the years in the three-year period ended December 31, 1994, as
contained in the 1994 annual report to shareholders. These consolidated
financial statements and our report thereon are incorporated by reference in
the annual report on Form 10-K for the year 1994. In connection with our
audits of the aforementioned consolidated financial statements, we also have
audited the related financial statement Schedule VIII, Valuation and Qualifying
Accounts and Reserves. This financial statement schedule is the responsibility
of the Company's management. Our responsibility is to express an opinion on
this financial statement schedule based on our audits.
In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Cleveland, Ohio
January 25, 1995
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FERRO CORPORATION AND SUBSIDARIES
Schedule VIII
-------------
Valuation and Qualifying Accounts and Reserves
Years ended December 31, 1994, 1993 and 1992
(thousands of dollars)
Additions
-------------------------
Balance at Charged to Charged Balance
Beginning Costs and to Other at End of
of Period Expenses Accounts Deductions Period
--------- ---------- --------- ---------- ---------
Year ended December 31, 1994
Valuation and qualifying accounts which
are deducted on consolidated balance
sheets from the assets to which they apply
Possible losses in collection of notes
and accounts receivable - trade $ 6,464 2,163 264(B) 1,762(A) 7,129
======= ===== ====== ===== =====
Year ended December 31, 1993
Valuation and qualifying accounts which
are deducted on consolidated balance
sheet from the assets to which they apply
Possible losses in collection of notes
and accounts receivable - trade $ 7,924 811 (517)(B) 1,754(A) 6,464
======= ===== ====== ===== =====
Year ended December 31, 1992
Valuation and qualifying accounts which
are deducted on consolidated balance
sheet from the assets to which they apply
Possible losses in collection of notes
and accounts receivable - trade $10,418 2,530 (1,063)(B) 3,961(A) 7,924
======= ===== ====== ===== =====
Notes:
(A) Accounts written off, less recoveries
(B) Adjustments in respect of differences in rates of exchange
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EXHIBIT INDEX
-------------
Exhibit
-------
(3)(b) Certificate of Amendment to the Eleventh Amended Articles of
Incorporation
(10) Schedule I
(11) Statement Regarding Computation of Earnings per Share
(12) Ratio of Earnings to Fixed Charges
(13) Annual Report to Shareholders
(21) List of Subsidiaries
(23) Consent of KPMG Peat Marwick LLP
(27) Financial Data Schedule (Electronic Filing Only)
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