-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HGwvKV6NtrMsYC8ZdNBpsS7QWekhSkgM9xlyaufiKY55x0Rzy/xQvUhfgXQYrKVD EcenRbGegNx4X6BzXdDymA== 0000930413-10-003870.txt : 20100708 0000930413-10-003870.hdr.sgml : 20100708 20100708130242 ACCESSION NUMBER: 0000930413-10-003870 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100708 DATE AS OF CHANGE: 20100708 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FERRO CORP CENTRAL INDEX KEY: 0000035214 STANDARD INDUSTRIAL CLASSIFICATION: PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODUCTS [2851] IRS NUMBER: 340217820 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-07952 FILM NUMBER: 10943680 BUSINESS ADDRESS: STREET 1: 1000 LAKESIDE AVE CITY: CLEVELAND STATE: OH ZIP: 44114-1183 BUSINESS PHONE: 2166418580 MAIL ADDRESS: STREET 1: 1000 LAKESIDE AVE CITY: CLEVELAND STATE: OH ZIP: 44144-1147 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TIAA CREF INVESTMENT MANAGEMENT LLC CENTRAL INDEX KEY: 0000887793 IRS NUMBER: 133586142 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 730 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017-3206 BUSINESS PHONE: 2129166042 MAIL ADDRESS: STREET 1: 730 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017-3206 FORMER COMPANY: FORMER CONFORMED NAME: TIAA CREF INVESTMENT MANAGEMENT INC DATE OF NAME CHANGE: 19980223 SC 13G/A 1 c62143_sc13ga.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (RULE 13D-102) Information to be Included in Statements Filed Pursuant to ss.240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to ss.240.13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1)* Ferro Corporation ------------------------------ (Name of Issuer) Common Stock ------------------------------ (Title of Class of Securities) 315405100 ------------------------------ (CUSIP Number) June 30, 2010 ------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: (x) Rule 13d-1(b) ( ) Rule 13d-1(c) ( ) Rule 13d-1(d) - ---------------- *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) 1. NAMES OF REPORTING PERSONS TIAA-CREF Investment Management, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) (b) ( ) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 7,038,747 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 7,038,747 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,038,747 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ( ) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.72% 12. TYPE OF REPORTING PERSON IA 1. NAMES OF REPORTING PERSONS College Retirement Equities Fund - Stock Account 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) (b) ( ) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 5,429,779 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 5,429,779 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,429,779 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ( ) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.73% 12. TYPE OF REPORTING PERSON IV 1. NAMES OF REPORTING PERSONS Teachers Advisors, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) (b) ( ) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 1,828,748 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 1,828,748 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,828,748 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ( ) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.27% 12. TYPE OF REPORTING PERSON IA Item 1(a). NAME OF ISSUER: Ferro Corporation Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 1000 Lakeside Avenue Cleveland, OH 44114-7000 Items 2(a)-2(c). NAME, ADDRESS OF PRINCIPAL BUSINESS OFFICE, AND CITIZENSHIP OF PERSONS FILING: TIAA-CREF Investment Management, LLC ("Investment Management") 730 Third Avenue New York, NY 10017-3206 Citizenship: Delaware College Retirement Equities Fund - ("CREF Stock Account") 730 Third Avenue New York, NY 10017-3206 Citizenship: New York Teachers Advisors, Inc. ("Advisors") 730 Third Avenue New York, NY 10017-3206 Citizenship: Delaware Item 2(d). TITLE OF CLASS OF SECURITIES: Common Stock Item 2(e). CUSIP NUMBER: 315405100 Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A: INVESTMENT MANAGEMENT (a) ( ) Broker or dealer registered under Section 15 of the Exchange Act. (b) ( ) Bank as defined in Section 3(a)(6) of the Exchange Act. (c) ( ) Insurance Company as defined in Section 3(a)(19) of the Exchange Act. (d) ( ) Investment Company registered under Section 8 of the Investment Company Act of 1940. (e) (x) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) ( ) An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) ( ) A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) ( ) A savings association as defined in Section 3(b) of the Federal Deposit InsuranceAct. (i) ( ) A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940. (j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J). CREF STOCK ACCOUNT (a) ( ) Broker or dealer registered under Section 15 of the Exchange Act. (b) ( ) Bank as defined in Section 3(a)(6) of the Exchange Act. (c) ( ) Insurance Company as defined in Section 3(a)(19) of the Exchange Act. (d) (x) Investment Company registered under Section 8 of the Investment Company Act of 1940. (e) ( ) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) ( ) An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) ( ) A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) ( ) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) ( ) A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940. (j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J). ADVISORS (a) ( ) Broker or dealer registered under Section 15 of the Exchange Act. (b) ( ) Bank as defined in Section 3(a)(6) of the Exchange Act. (c) ( ) Insurance Company as defined in Section 3(a)(19) of the Exchange Act. (d) ( ) Investment Company registered under Section 8 of the Investment Company Act of 1940. (e) (x) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) ( ) An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) ( ) A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) ( ) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) ( ) A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940. (j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. ( ) Item 4. OWNERSHIP (a) Aggregate amount beneficially owned: 8,867,495 (See Exhibit A attached) (b) Percent of class: 10.99% (c) Number of shares as to which person has:
Investment Management CREF-Stock Account Advisors --------------------- ------------------ -------- Sole Voting Power: 7,038,747 0 1,828,748 Shared Voting Power: 0 5,429,779 0 Sole Dispositive Power: 7,038,747 0 1,828,748 Shared Dispositive Power: 0 5,429,779 0
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ( ). Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. See Exhibit A attached Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not Applicable Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not Applicable Item 9. NOTICE OF DISSOLUTION OF GROUP. Not Applicable Item 10. CERTIFICATION. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: July 8, 2010 TIAA-CREF INVESTMENT MANAGEMENT, LLC By: /s/ William J. Wilkinson -------------------------- William J. Wilkinson Managing Director COLLEGE RETIREMENT EQUITIES FUND-STOCK ACCOUNT By: /s/ William J. Wilkinson -------------------------- William J. Wilkinson Managing Director TEACHERS ADVISORS, INC. By: /s/ William J. Wilkinson -------------------------- William J. Wilkinson Managing Director EXHIBIT A ITEM 6. OWNERSHIP. TIAA-CREF Investment Management, LLC ("Investment Management") acts as the investment adviser to the College Retirement Equities Fund ("CREF"), a registered investment company, and may be deemed to be a beneficial owner of 7,038,747 shares of Issuer's common stock owned by CREF. Teachers Advisors, Inc. ("Advisors") is the investment adviser to three registered investment companies, TIAA-CREF Funds ("Funds"), TIAA-CREF Life Funds ("Life Funds"), and TIAA Separate Account VA-1 ("VA-1"), as well as the TIAA-CREF Asset Management Commingled Funds Trust I ("TCAM Funds"), and may be deemed to be a beneficial owner of 1,828,748 shares of Issuer's common stock owned by the Funds, Life Funds, VA-1 and TCAM Funds. Investment Management and Advisors are reporting their combined holdings for the purpose of administrative convenience. These shares were acquired in the ordinary course of business, and not with the purpose or effect of changing or influencing control of the Issuer. Each of Investment Management and Advisors expressly disclaims beneficial ownership of the other's securities holdings and each disclaims that it is a member of a "group" with the other. -----END PRIVACY-ENHANCED MESSAGE-----