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
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.
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.
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
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.
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
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
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
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
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
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
Gary H. Ritondaro - 48 Vice President, Finance, 1993 Vice President, Controller, 1991 Controller, 1986
PART II ------- ITEM 5
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
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
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
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
ITEM 9 Changes in and Disagreements With Accountants on Accounting and ------ --------------------------------------------------------------- Financial Disclosure -------------------- There are no such changes or disagreements.
PART III --------
ITEM 10
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
ITEM 11 Executive Compensation ------- ---------------------- 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
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
ITEM 13 Certain Relationships and Related Transactions ------- ---------------------------------------------- There are no relationships or transactions that are required to be reported.
PART IV -------
ITEM 14
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
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 and 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
(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
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,
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.
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
/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
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
-F1-
FERRO CORPORATION AND SUBSIDARIES Schedule VIII -------------
-F2- 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)