10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2020

or

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to __________

Commission File Number 1-584

FERRO CORPORATION

(Exact name of registrant as specified in its charter)

OH (State or other jurisdiction of incorporation or organization)	34-0217820 (I.R.S. Employer Identification No.)
6060 Parkland Boulevard Suite 250 Mayfield Heights, OH (Address of principal executive offices)	44124 (Zip Code)
216-875-5600 (Registrant’s telephone number, including area code)

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 o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES x NO o

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

Large Accelerated Filer	x	Accelerated Filer	o
Non-accelerated Filer	o	Smaller Reporting Company	o
		Emerging Growth Company	o

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES o NO x

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00	FOE	NYSE

At June 30, 2020, there were 82,250,817 shares of Ferro Common Stock, par value $1.00, outstanding.

TABLE OF CONTENTS

		Page
PART I
Item 1. Financial Statements (Unaudited)	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3. Quantitative and Qualitative Disclosures about Market Risk	38
Item 4. Controls and Procedures	39
PART II
Item 1. Legal Proceedings	40
Item 1A. Risk Factors	40
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 3. Defaults Upon Senior Securities	41
Item 4. Mine Safety Disclosures	41
Item 5. Other Information	41
Item 6. Exhibits	41
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

2

PART I — FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

Ferro Corporation and Subsidiaries

Condensed Consolidated Statements of Operations

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands, except per share amounts)	2020		2019		2020		2019
Net sales	$	204,801	$	260,958	$	457,127	$	524,340
Cost of sales		141,057		181,828		312,645		367,351
Gross profit		63,744		79,130		144,482		156,989
Selling, general and administrative expenses		50,541		53,249		106,587		110,180
Restructuring and impairment charges		8,619		4,057		9,784		5,797
Other expense (income):
Interest expense		6,177		6,281		11,707		12,576
Interest earned		(307)		(832)		(561)		(1,643)
Foreign currency losses (gains), net		1,143		2,043		(172)		4,007
Miscellaneous expense (income), net		(703)		318		(2,166)		364
Income (loss) before income taxes		(1,726)		14,014		19,303		25,708
Income tax expense		200		2,653		5,317		5,546
Income (loss) from continuing operations		(1,926)		11,361		13,986		20,162
Income (loss) from discontinued operations, net of income taxes		(3,238)		(252)		(3,017)		4,825
Net income (loss)		(5,164)		11,109		10,969		24,987
Less: Net income attributable to noncontrolling interests		376		238		386		512
Net income (loss) attributable to Ferro Corporation common shareholders	$	(5,540)	$	10,871	$	10,583	$	24,475
Earnings (loss) per share attributable to Ferro Corporation common shareholders:
Basic earnings (loss):
Continuing operations	$	(0.03)	$	0.13	$	0.17	$	0.24
Discontinued operations		(0.04)		—		(0.04)		0.06
	$	(0.07)	$	0.13	$	0.13	$	0.30
Diluted earnings (loss):
Continuing operations	$	(0.03)	$	0.13	$	0.16	$	0.23
Discontinued operations		(0.04)		—		(0.04)		0.06
	$	(0.07)	$	0.13	$	0.12	$	0.29

See accompanying notes to condensed consolidated financial statements.

3

Ferro Corporation and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Loss)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2020		2019		2020		2019
Net income (loss)	$	(5,164)	$	11,109	$	10,969	$	24,987
Other comprehensive income (loss), net of income tax:
Foreign currency translation income (loss)		3,857		3,873		(14,509)		7,381
Cash flow hedging instruments, unrealized loss		(1,560)		(7,349)		(10,600)		(11,663)
Other comprehensive income (loss), net of income tax		2,297		(3,476)		(25,109)		(4,282)
Total comprehensive income (loss)		(2,867)		7,633		(14,140)		20,705
Less: Comprehensive income attributable to noncontrolling interests		340		122		256		502
Comprehensive income (loss) attributable to Ferro Corporation	$	(3,207)	$	7,511	$	(14,396)	$	20,203

See accompanying notes to condensed consolidated financial statements.

4

Ferro Corporation and Subsidiaries

Condensed Consolidated Balance Sheets

	June 30,		December 31,
(Dollars in thousands)	2020		2019
ASSETS
Current assets
Cash and cash equivalents	$	62,031	$	96,202
Accounts receivable, net		133,349		139,333
Inventories		290,659		264,476
Other receivables		71,913		69,365
Other current assets		19,072		22,373
Current assets held-for-sale		279,576		291,420
Total current assets		856,600		883,169
Other assets
Property, plant and equipment, net		296,290		302,672
Goodwill		171,545		172,209
Intangible assets, net		122,024		127,815
Deferred income taxes		101,114		98,714
Operating leased assets		15,042		20,088
Other non-current assets		75,211		72,023
Non-current assets held-for-sale		157,389		157,931
Total assets	$	1,795,215	$	1,834,621
LIABILITIES AND EQUITY
Current liabilities
Loans payable and current portion of long-term debt	$	20,379	$	8,703
Accounts payable		117,856		138,799
Accrued payrolls		27,799		27,447
Accrued expenses and other current liabilities		76,685		73,016
Current liabilities held-for-sale		103,466		133,780
Total current liabilities		346,185		381,745
Other liabilities
Long-term debt, less current portion		810,793		798,862
Postretirement and pension liabilities		168,643		174,021
Operating leased non-current liabilities		9,716		14,474
Other non-current liabilities		60,037		56,976
Non-current liabilities held-for-sale		39,186		38,341
Total liabilities		1,434,560		1,464,419
Equity
Ferro Corporation shareholders’ equity:
Common stock, par value $1 per share; 300.0 million shares authorized; 93.4 million shares issued; 82.3 million and 82.0 million shares outstanding at June 30, 2020, and December 31, 2019, respectively		93,436		93,436
Paid-in capital		293,645		294,543
Retained earnings		272,599		262,016
Accumulated other comprehensive loss		(134,355)		(109,376)
Common shares in treasury, at cost		(174,752)		(180,243)
Total Ferro Corporation shareholders’ equity		350,573		360,376
Noncontrolling interests		10,082		9,826
Total equity		360,655		370,202
Total liabilities and equity	$	1,795,215	$	1,834,621

See accompanying notes to condensed consolidated financial statements.

5

Ferro Corporation and Subsidiaries

Condensed Consolidated Statements of Equity

	Ferro Corporation Shareholders
	Common Shares									Accumulated
	in Treasury									Other		Non-
				Common		Paid-in		Retained		Comprehensive		controlling		Total
(In thousands)	Shares	Amount		Stock		Capital		Earnings		Loss		Interests		Equity
Balances at December 31, 2019	11,431	$	(180,243)	$	93,436	$	294,543	$	262,016	$	(109,376)	$	9,826	$	370,202
Net income	—		—		—		—		16,123		—		10		16,133
Other comprehensive loss	—		—		—		—		—		(27,312)		(94)		(27,406)
Stock-based compensation transactions	(238)		5,332		—		(2,723)		—		—		—		2,609
Balances at March 31, 2020	11,193		(174,911)		93,436		291,820		278,139		(136,688)		9,742		361,538
Net income (loss)	—		—		—		—		(5,540)		—		376		(5,164)
Other comprehensive income (loss)	—		—		—		—		—		2,333		(36)		2,297
Stock-based compensation transactions	(8)		159		—		1,825		—		—		—		1,984
Balances at June 30, 2020	11,185	$	(174,752)	$	93,436	$	293,645	$	272,599	$	(134,355)	$	10,082	$	360,655

	Ferro Corporation Shareholders
	Common Shares									Accumulated
	in Treasury									Other		Non-
				Common		Paid-in		Retained		Comprehensive		controlling		Total
(In thousands)	Shares	Amount		Stock		Capital		Earnings		Loss		Interests		Equity
Balances at December 31, 2018	10,433	$	(165,545)	$	93,436	$	298,123	$	255,978	$	(105,361)	$	9,218	$	385,849
Net income	—		—		—		—		13,604		—		274		13,878
Other comprehensive income (loss)	—		—		—		—		—		(912)		106		(806)
Purchase of treasury stock	1,441		(25,000)		—		—		—		—		—		(25,000)
Stock-based compensation transactions	(370)		8,422		—		(6,446)		—		—		—		1,976
Balances at March 31, 2019	11,504		(182,123)		93,436		291,677		269,582		(106,273)		9,598		375,897
Net income	—		—		—		—		10,871		—		238		11,109
Other comprehensive loss	—		—		—		—		—		(3,360)		(116)		(3,476)
Stock-based compensation transactions	(1)		37		—		2,181		—		—		—		2,218
Distributions to noncontrolling interests	—		—		—		—		—		—		(654)		(654)
Balances at June 30, 2019	11,503	$	(182,086)	$	93,436	$	293,858	$	280,453	$	(109,633)	$	9,066	$	385,094

See accompanying notes to condensed consolidated financial statements.

6

Ferro Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows

	Six Months Ended
	June 30,
(Dollars in thousands)	2020		2019
Cash flows from operating activities
Net cash used in operating activities	$	(104,561)	$	(78,949)
Cash flows from investing activities
Capital expenditures for property, plant and equipment and other long-lived assets		(14,982)		(37,634)
Collections of financing receivables		62,580		41,271
Business acquisitions, net of cash acquired		—		(251)
Other investing activities		778		1,898
Net cash provided by investing activities		48,376		5,284
Cash flows from financing activities
Net borrowings under loans payable		11,420		7,528
Principal payments on term loan facility - Amended Credit Facility		(4,100)		(4,100)
Proceeds from revolving credit facility - Amended Credit Facility		360,000		165,420
Principal payments on revolving credit facility - Amended Credit Facility		(343,383)		(122,943)
Purchase of treasury stock		—		(25,000)
Other financing activities		(1,418)		(568)
Net cash provided by financing activities		22,519		20,337
Effect of exchange rate changes on cash and cash equivalents		(505)		338
Decrease in cash and cash equivalents		(34,171)		(52,990)
Cash and cash equivalents at beginning of period		104,402		104,301
Cash and cash equivalents at end of period		70,231		51,311
Less: Cash and cash equivalents of discontinued operations at end of period		8,200		8,200
Cash and cash equivalents of continuing operations at end of period	$	62,031	$	43,111
Cash paid during the period for:
Interest	$	16,736	$	16,957
Income taxes	$	7,722	$	8,251

See accompanying notes to condensed consolidated financial statements.

7

Ferro Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements

1.    Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Ferro Corporation (“Ferro,” “we,” “us” or “the Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X. These statements reflect all normal and recurring adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the periods presented. The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2019.

We produce our products primarily in the Europe, Middle East and Africa (“EMEA”) region, the United States (“U.S.”), the Asia Pacific region, and Latin America.

Operating results for the three and six months ended June 30, 2020, are not necessarily indicative of the results expected in subsequent quarters or for the full year ending December 31, 2020.

During the fourth quarter of 2019, substantially all of the assets and liabilities of our Tile Coatings business were classified as held-for-sale in the accompanying consolidated balance sheets. As further discussed in Note 4, we entered into a definitive agreement to sell our Tile Coatings business, which has historically been included in the Performance Coatings reportable segment. Therefore, the associated operating results, net of income tax, have been classified as discontinued operations in the accompanying consolidated statements of operations for all periods presented. Throughout this Quarterly Report on Form 10-Q, with the exception of the statements of cash flows and unless otherwise indicated, amounts and activity are presented on a continuing operations basis.

Subsequent to the treatment of the Tile Coatings business as discontinued operations, the remaining businesses within Performance Coatings were included within the Performance Colors and Glass reportable segment, which as of January 1, 2020, was renamed Functional Coatings.

Certain reclassifications have been made to the prior year financial statements to conform to current year classifications. The reclassification relates to the balance sheet presentation of assets and liabilities as held for sale and statement of operations presentation of results classified as discontinued operations in relation to the Tile Coatings business transaction.

2.    Recent Accounting Pronouncements

Recently Adopted Accounting Standards

This section provides a description of new accounting pronouncements ("Accounting Standard Update" or "ASU") issued by the Financial Accounting Standards Board ("FASB") that are applicable to the Company.

New Accounting Standards Not Yet Adopted

We are currently evaluating the impact on our financial statements of the following ASUs:

Standard	Description
ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, issued March, 2020	Provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU are effective for all entities through December 31, 2022.
ASU No. 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans, issued August, 2018	Modifies disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. This ASU is effective for fiscal years beginning after December 15, 2020 and is to be applied using a retrospective approach for all periods presented. Early adoption is permitted.

No other new accounting pronouncements issued had, or are expected to have, a material impact on the Company’s consolidated financial statements.

8

3. Revenue

Revenues disaggregated by geography and reportable segment for the three months ended June 30, 2020, follow:

(Dollars in thousands)	EMEA		United States		Asia Pacific		Latin America		Total
Functional Coatings		51,071		52,194		21,733		6,674		131,672
Color Solutions		27,874		30,520		9,110		5,625		73,129
Total net sales	$	78,945	$	82,714	$	30,843	$	12,299	$	204,801

Revenues disaggregated by geography and reportable segment for the three months ended June 30, 2019, follow:

(Dollars in thousands)	EMEA		United States		Asia Pacific		Latin America		Total
Functional Coatings		74,997		50,938		24,700		13,057		163,692
Color Solutions		37,044		43,142		9,011		8,069		97,266
Total net sales	$	112,041	$	94,080	$	33,711	$	21,126	$	260,958

Revenues disaggregated by geography and reportable segment for the six months ended June 30, 2020, follow:

(Dollars in thousands)	EMEA		United States		Asia Pacific		Latin America		Total
Functional Coatings	$	126,928	$	98,888	$	43,489	$	17,802	$	287,107
Color Solutions		65,763		71,679		18,406		14,172		170,020
Total net sales	$	192,691	$	170,567	$	61,895	$	31,974	$	457,127

Revenues disaggregated by geography and reportable segment for the six months ended June 30, 2019, follow:

(Dollars in thousands)	EMEA		United States		Asia Pacific		Latin America		Total
Functional Coatings	$	153,262	$	102,917	$	47,598	$	26,941	$	330,718
Color Solutions		72,611		86,741		17,836		16,434		193,622
Total net sales	$	225,873	$	189,658	$	65,434	$	43,375	$	524,340

4.    Discontinued Operations

During the fourth quarter of 2019, substantially all of the assets and liabilities of our Tile Coatings business were classified as held-for-sale in the accompanying consolidated balance sheets. We entered into a definitive agreement to sell our Tile Coatings business, which has historically been a part of our Performance Coatings reportable segment. Therefore, the associated operating results, net of income tax, have been classified as discontinued operations in the accompanying consolidated statements of operations for all periods presented.

9

The table below summarizes results for the Tile Coatings business for the three and six months ended June 30, 2020 and 2019 which are reflected in our consolidated statements of operations as discontinued operations. Interest expense has been allocated to the discontinued operations based on the ratio of net assets of the business to consolidated net assets excluding debt.

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2020		2019		2020		2019
Net sales	$	75,254	$	132,944	$	190,004	$	257,110
Cost of sales		59,073		103,816		145,975		203,985
Gross profit		16,181		29,128		44,029		53,125
Selling, general and administrative expenses		15,542		18,396		34,350		33,545
Restructuring and impairment charges		1,758		6,203		2,037		6,590
Interest expense		2,517		2,969		4,748		5,958
Interest earned		(129)		(52)		(153)		(67)
Foreign currency losses (gains), net		(804)		(663)		4,961		(1,889)
Miscellaneous expense, net		705		41		1,247		270
Income (loss) from discontinued operations before income taxes		(3,408)		2,234		(3,161)		8,718
Income tax expense (benefit)		(170)		2,486		(144)		3,893
Income (loss) from discontinued operations, net of income taxes		(3,238)		(252)		(3,017)		4,825
Less: Net income attributable to noncontrolling interests		67		45		44		150
Net income (loss) attributable to Tile Coatings business	$	(3,305)	$	(297)	$	(3,061)	$	4,675

The following table summarizes the assets and liabilities which are classified as held-for-sale at June 30, 2020 and December 31, 2019:

	June 30,		December 31,
(Dollars in thousands)	2020		2019
Cash and cash equivalents	$	8,200	$	8,200
Accounts receivable, net		142,334		156,645
Inventories		101,084		101,127
Other receivables		24,884		22,442
Other current assets		3,074		3,006
Current assets held-for-sale		279,576		291,420
Property, plant and equipment, net		97,130		96,762
Goodwill		3		3
Amortizable intangible assets, net		39,720		39,692
Deferred income taxes		14,034		14,425
Other non-current assets		6,502		7,049
Non-current assets held-for-sale		157,389		157,931
Total assets held-for-sale	$	436,965	$	449,351
Loans payable and current portion of long-term debt	$	3,118	$	3,678
Accounts payable		68,001		96,998
Accrued payrolls		6,740		4,838
Accrued expenses and other current liabilities		25,607		28,266
Current liabilities held-for-sale		103,466		133,780
Long-term debt, less current portion		25,755		25,805
Postretirement and pension liabilities		8,002		7,473
Other non-current liabilities		5,429		5,063
Non-current liabilities held-for-sale		39,186		38,341
Total liabilities held-for-sale	$	142,652	$	172,121

10

The following table summarizes cash flow data relating to discontinued operations for the six months ended June 30, 2020 and 2019:

	Six Months Ended
	June 30,
(Dollars in thousands)	2020		2019
Depreciation	$	—	$	5,833
Amortization of intangible assets		—		1,594
Capital expenditures		(1,909)		(7,502)
Non-cash operating activities - goodwill impairment		—		5,963
Non-cash operating activities - restructuring and impairment charges		1,070		115
Non-cash investing activities - capital expenditures, consisting of unpaid capital expenditure liabilities at period end		507		1,322

5.    Inventories

	June 30,		December 31,
(Dollars in thousands)	2020		2019
Raw materials	$	88,658	$	80,176
Work in process		50,247		49,717
Finished goods		151,754		134,583
Total inventories	$	290,659	$	264,476

In the production of some of our products, we use precious metals, which we obtain from financial institutions under consignment agreements with terms of one year or less. The financial institutions retain ownership of the precious metals and charge us fees based on the amounts we consign. These fees were $0.6 million for the three months ended June 30, 2020 and 2019, and were $1.7 million for the six months ended June 30, 2020 and 2019. We had on-hand precious metals owned by participants in our precious metals consignment program of $77.3 million at June 30, 2020, and $66.2 million at December 31, 2019, measured at fair value based on market prices for identical assets.

6.    Property, Plant and Equipment

Property, plant and equipment is reported net of accumulated depreciation of $420.6 million at June 30, 2020 and $413.8 million at December 31, 2019. As discussed in Note 4, the assets of our Tile Coatings business were classified as held-for-sale under ASC Topic 360; Property, Plant, and Equipment. As such, additional accumulated depreciation of $137.8 million at June 30, 2020 and $136.7 million at December 31, 2019 were classified as Non-current assets held for sale.

Unpaid capital expenditure liabilities, which are non-cash investing activities, were $0.3 million at June 30, 2020 and $0.9 million at June 30, 2019.

7. Goodwill and Other Intangible Assets

Details and activity in the Company’s goodwill by segment follow:

	Functional		Color
(Dollars in thousands)	Coatings		Solutions		Total
Goodwill, net at December 31, 2019	$	121,902	$	50,307	$	172,209
Foreign currency adjustments		(655)		(9)		(664)
Goodwill, net at June 30, 2020	$	121,247	$	50,298	$	171,545

	June 30,		December 31,
(Dollars in thousands)	2020		2019
Goodwill, gross	$	230,012	$	230,676
Accumulated impairment		(58,467)		(58,467)
Goodwill, net	$	171,545	$	172,209

11

Goodwill is tested for impairment at the reporting unit level on an annual basis in the fourth quarter, and between annual tests if an event occurs, or circumstances change, that would more likely than not reduce the fair value of a reporting unit below its carrying value. As of June 30, 2020, the Company is not aware of any events or circumstances that occurred which would require a goodwill impairment test.

Amortizable intangible assets consisted of the following:

	June 30,		December 31,
(Dollars in thousands)	2020		2019
Gross amortizable intangible assets:
Patents	$	5,424	$	5,434
Land rights		2,859		2,900
Technology/know-how and other		114,480		112,940
Customer relationships		66,022		66,454
Total gross amortizable intangible assets		188,785		187,728
Accumulated amortization:
Patents		(5,403)		(5,413)
Land rights		(1,398)		(1,378)
Technology/know-how and other		(57,011)		(50,973)
Customer relationships		(15,642)		(14,831)
Total accumulated amortization		(79,454)		(72,595)
Amortizable intangible assets, net	$	109,331	$	115,133

Indefinite-lived intangible assets consisted of the following:

	June 30,		December 31,
(Dollars in thousands)	2020		2019
Indefinite-lived intangibles assets:
Trade names and trademarks	$	12,693	$	12,682

8.    Debt

Loans payable and current portion of long-term debt consisted of the following:

	June 30,		December 31,
(Dollars in thousands)	2020		2019
Loans payable	$	11,602	$	—
Current portion of long-term debt		8,777		8,703
Current portion of long-term debt	$	20,379	$	8,703

Long-term debt consisted of the following:

	June 30,		December 31,
(Dollars in thousands)	2020		2019
Term loan facility, net of unamortized issuance costs, maturing 2024(1)	$	797,236	$	801,764
Revolving credit facility		16,617		—
Capital lease obligations		2,292		2,305
Other notes		3,425		3,496
Total long-term debt		819,570		807,565
Current portion of long-term debt		(8,777)		(8,703)
Long-term debt, less current portion	$	810,793	$	798,862

(1)The carrying value of the term loan facility, maturing 2024, is net of unamortized debt issuance costs of $4.3 million at June 30, 2020, and $3.9 million at December 31, 2019.

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Amended Credit Facility

On April 25, 2018, the Company entered into an amendment (the “Amended Credit Facility”) to its existing credit facility (the “Credit Facility”), which Amended Credit Facility (a) provided a new revolving facility (the “2018 Revolving Facility”), which replaced the Company’s existing revolving facility, (b) repriced the (“Tranche B-1 Loans”), and (c) provided new tranches of term loans (“Tranche B-2 Loans” and “Tranche B-3 Loans”) denominated in U.S. dollars. On May 4, 2020, the Company entered into an amendment (Third Amendment to Credit Agreement) to the Amended Credit Facility, which added an approval to Section 7.2.8 Permitted Dispositions for the Tile Coatings Business Disposition. The Amended Credit Facility will be used for ongoing working capital requirements and general corporate purposes. The Tranche B-2 Loans are borrowed by the Company and the Tranche B-3 Loans are borrowed on a joint and several basis by Ferro GmbH and Ferro Europe Holdings LLC.

The Amended Credit Facility consists of a $500 million secured revolving line of credit with a maturity of February 14, 2023, a $355 million secured term loan facility with a maturity of February 14, 2024, a $235 million secured term loan facility with a maturity of February 14, 2024 and a $230 million secured term loan facility with a maturity of February 14, 2024. The term loans are payable in equal quarterly installments in an amount equal to 0.25% of the original principal amount of the term loans, with the remaining balance due on the maturity date thereof. In addition, the Company is required, on an annual basis, to make a prepayment in an amount equal to a portion of the Company’s excess cash flow, as calculated pursuant to the Amended Credit Facility, which prepayment will be applied first to the term loans until they are paid in full, and then to the revolving loans.

Subject to the satisfaction of certain conditions, the Company can request additional commitments under the revolving line of credit or term loans in the aggregate principal amount of up to $250 million to the extent that existing or new lenders agree to provide such additional commitments and/or term loans. The Company can also raise certain additional debt or credit facilities subject to satisfaction of certain covenant levels.

Certain of the Company’s U.S. subsidiaries have guaranteed the Company’s obligations under the Amended Credit Facility and such obligations are secured by (a) substantially all of the personal property of the Company and the U.S. subsidiary guarantors and (b) a pledge of 100% of the stock of certain of the Company’s U.S. subsidiaries and 65% of the stock of certain of the Company’s direct foreign subsidiaries. The Tranche B-3 Loans are guaranteed by the Company, the U.S. subsidiary guarantors and a cross-guaranty by the borrowers of the Tranche B-3 Loans and are secured by the collateral securing the revolving loans and the other term loans, in addition to a pledge of the equity interests of Ferro GmbH.

Interest Rate – Term Loans: The interest rates applicable to the term loans will be, at the Company’s option, equal to either a base rate or a LIBOR rate plus, in both cases, an applicable margin.

The base rate for term loans will be the highest of (i) the federal funds rate plus 0.50%, (ii) the syndication agent’s prime rate, (iii) the daily LIBOR rate plus 1.00% or (iv) 0.00%. The applicable margin for base rate loans is 1.25%.

The LIBOR rate for term loans shall not be less than 0.0% and the applicable margin for LIBOR rate term loans is 2.25%.

For LIBOR rate term loans, the Company may choose to set the duration on individual borrowings for periods of one, two, three or six months, with the interest rate based on the applicable LIBOR rate for the corresponding duration.

At June 30, 2020, the Company had borrowed $347.0 million under the Tranche B-1 Loans at an interest rate of 2.56%, $229.7 million under the Tranche B-2 Loans at an interest rate of 2.56%, and $224.8 million under the Tranche B-3 Loans at an interest rate of 2.56%. At June 30, 2020, there were no additional borrowings available under the Tranche B-1 Loans, Tranche B-2 Loans, or Tranche B-3 Loans. In connection with these borrowings, we entered into swap agreements in the second quarter of 2018. At June 30, 2020, the effective interest rate for the Tranche B-1 Loans, Tranche B-2 Loans, and Tranche B-3 Loans, after adjusting for the interest rate swap, was 4.94%, 2.14%, and 2.48%, respectively.

Interest Rate – Revolving Credit Line: The interest rates applicable to loans under the 2018 Revolving Credit Facility will be, at the Company’s option, equal to either a base rate or a LIBOR rate plus, in both cases, an applicable variable margin. The variable margin will be based on the ratio of (a) the Company’s total consolidated net debt outstanding (as defined in the Amended Credit Agreement) at such time to (b) the Company’s consolidated EBITDA (as defined in the Amended Credit Agreement) computed for the period of four consecutive fiscal quarters most recently ended.

The base rate for revolving loans will be the highest of (i) the federal funds rate plus 0.50%, (ii) the syndication agent’s prime rate, (iii) the daily LIBOR rate plus 1.00% or (iv) 0.00%. The applicable margin for base rate loans will vary between 0.50% to 1.50%.

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The LIBOR rate for revolving loans shall not be less than 0% and the applicable margin for LIBOR rate revolving loans will vary between 1.50% and 2.50%.

For LIBOR rate revolving loans, the Company may choose to set the duration on individual borrowings for periods of one, two, three or six months, with the interest rate based on the applicable LIBOR rate for the corresponding duration.

At June 30, 2020, there were $16.6 million of borrowings under the 2018 Revolving Credit Facility. After reductions for outstanding letters of credit secured by these facilities, we had $479.2 million of additional borrowings available under the revolving credit facilities at June 30, 2020.

The Amended Credit Facility contains customary restrictive covenants including, but not limited to, limitations on use of loan proceeds, limitations on the Company’s ability to pay dividends and repurchase stock, limitations on acquisitions and dispositions, and limitations on certain types of investments. The Amended Credit Facility also contains standard provisions relating to conditions of borrowing and customary events of default, including the non-payment of obligations by the Company and the bankruptcy of the Company.

Specific to the 2018 Revolving Facility, the Company is subject to a financial covenant regarding the Company’s maximum leverage ratio. If an event of default occurs, all amounts outstanding under the Amended Credit Facility agreement may be accelerated and become immediately due and payable. At June 30, 2020, we were in compliance with the covenants of the Amended Credit Facility.

Credit Facility

On February 14, 2017, the Company entered into the Credit Facility with a group of lenders to refinance its then outstanding credit facility debt and to provide liquidity for ongoing working capital requirements and general corporate purposes. The Credit Facility consisted of a $400 million secured revolving line of credit with a term of five years, a $357.5 million secured term loan facility with a term of seven years and a €250 million secured Euro term loan facility with a term of seven years. For further discussion of the Company’s Credit Facility, refer to Note 9 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

International Receivable Sales Programs

We have several international programs to sell without recourse trade accounts receivable to financial institutions. These transactions are treated as a sale and are accounted for as a reduction in accounts receivable because the agreements transfer effective control over and risk related to the receivables to the buyers. The Company continues to service the receivables sold in exchange for a fee. The servicing fee for the three and six months ended June 30, 2020 and 2019, was immaterial. The program, whose maximum capacity is €100 million, is scheduled to expire on December 31, 2023. Generally, at the transfer date, the Company receives cash equal to approximately 65% of the value of the sold receivable. Cash proceeds at the transfer date from these arrangements are reflected in operating activities in our consolidated statement of cash flows. The proceeds from the deferred purchase price are reflected in investing activities.

The outstanding principal amount of receivables sold under this program, for which cash has been collected but not yet remitted, was $14.8 million at June 30, 2020 and $19.3 million at December 31, 2019. The carrying amount of deferred purchase price was $7.2 million at June 30, 2020 and $6.6 million at December 31, 2019 and is recorded in Other receivables. Trade accounts receivable collected to be remitted were $9.4 million at June 30, 2020 and $12.8 million at December 31, 2019 and is recorded in Accrued expenses and other current liabilities. As discussed in Note 4, during the fourth quarter of 2019, we entered into a definitive agreement to sell our Tile Coatings business. As such, our Tile Coatings business was classified as held-for-sale. At June 30, 2020 and December 31, 2019, $40.4 million and $52.6 million, respectively, of the outstanding principal amount of receivables sold under this program pertained to the Tile Coatings business. The carrying amount of the deferred purchase price at June 30, 2020 and December 31, 2019 was $22.7 million and $20.5 million, respectively. Both are recorded in Current assets held-for-sale in our consolidated balance sheets.

14

Activity from these programs for the six months ended June 30, 2020 and 2019 is detailed below:

	Six Months Ended
	June 30,
(Dollars in thousands)	2020		2019
Trade accounts receivable sold to financial institutions	$	91,048	$	20,337
Cash proceeds from financial institutions (1)		58,794		12,634

(1)In the six months ended June 30, 2020 and 2019, our Tile Coatings business received cash proceeds from financial institutions of $47.3 million and $67.6 million, respectively. Refer to Note 4 for additional discussion of the Tile Coatings business and its classification as discontinued operations.

Other Financing Arrangements

We maintain other lines of credit to provide global flexibility for our short-term liquidity requirements. These facilities are uncommitted lines for our international operations and totaled $28.1 million at June 30, 2020 and December 31, 2019. The unused portions of these lines provided additional liquidity of $13.4 million and $25.0 million at June 30, 2020 and December 31, 2019, respectively.

9.    Financial Instruments

The following financial instrument assets (liabilities) are presented at their respective carrying amount, fair value and classification within the fair value hierarchy:

	June 30, 2020
	Carrying		Fair Value
(Dollars in thousands)	Amount		Total		Level 1		Level 2		Level 3
Cash and cash equivalents	$	62,031	$	62,031	$	62,031	$	—	$	—
Loans payable		(11,602)		(11,602)		—		(11,602)		—
Term loan facility - Amended Credit Facility (1)		(797,236)		(775,050)		—		(775,050)		—
Revolving credit facility		(16,617)		(17,484)		—		(17,484)		—
Other long-term notes payable		(3,425)		(1,442)		—		(1,442)		—
Cross currency swaps		21,246		21,246		—		21,246		—
Interest rate swaps		(27,517)		(27,517)		—		(27,517)		—
Foreign currency forward contracts, net		1,696		1,696		—		1,696		—

	December 31, 2019
	Carrying		Fair Value
(Dollars in thousands)	Amount		Total		Level 1		Level 2		Level 3
Cash and cash equivalents	$	96,202	$	96,202	$	96,202	$	—	$	—
Term loan facility - Amended Credit Facility (1)		(801,764)		(799,750)		—		(799,750)		—
Other long-term notes payable		(3,496)		(1,557)		—		(1,557)		—
Cross currency swaps		22,111		22,111		—		22,111		—
Interest rate swaps		(14,698)		(14,698)		—		(14,698)		—
Foreign currency forward contracts, net		601		601		—		601		—

(1)The carrying value of the term loan facility is net of unamortized debt issuance costs of $4.3 million and $3.9 million for the period ended June 30, 2020, and December 31, 2019, respectively.

The fair values of cash and cash equivalents are based on the fair values of identical assets. The fair value of loans payable is based on the present value of expected future cash flows and approximate their carrying amounts due to the short periods to maturity. The fair value of the term loan facility is based on market price information and is measured using the last available bid price of the instrument on a secondary market. The revolving credit facility and other long-term notes payable are based on the present value of expected future cash flows and interest rates that would be currently available to the Company for issuance of similar types of debt instruments with similar terms and remaining maturities adjusted for the Company's performance risk. The fair values of our interest rate swaps and cross currency swaps are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. The fair values of the foreign currency forward contracts are based on market prices for comparable contracts.

15

Derivative Instruments

The Company may use derivative instruments to partially offset its business exposure to foreign currency and interest rate risk on expected future cash flows, on net investments in certain foreign subsidiaries and on certain existing assets and liabilities. However, the Company may choose not to hedge in countries where it is not economically feasible to enter into hedging arrangements or where hedging inefficiencies exist, such as timing of transactions.

Derivatives Designated as Hedging Instruments

Cash Flow Hedges. For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss on the derivative is recorded as a component of Accumulated other comprehensive loss (“AOCL”) and reclassified into earnings in the same period during which the hedged transaction affects earnings.

The Company utilizes interest rate swaps to limit exposure to market fluctuations on floating-rate debt.

During the second quarter of 2018, the Company entered into variable to fixed interest rate swaps with a maturity date of February 14, 2024. The notional amount is $312.8 million at June 30, 2020. These swaps are hedging risk associated with the Tranche B-1 Loans. These interest rate swaps are designated as cash flow hedges. As of June 30, 2020, the Company expects it will reclassify net losses of approximately $8.2 million, currently recorded in AOCL, into interest expense in earnings within the next twelve months. However, the actual amount reclassified could vary due to future changes in the fair value of these derivatives.

The Company has converted a U.S. dollar denominated, variable rate debt obligation into a Euro fixed rate obligation using receive-float, pay-fixed cross currency swaps in the second quarter of 2018. These swaps are hedging currency and interest rate risk associated with the Tranche B-3 Loans. These cross currency swaps are designated as cash flow hedges. The notional amount is $224.8 million at June 30, 2020, with a maturity date of February 14, 2024. As of June 30, 2020, the Company expects it will reclassify net gains of approximately $0.8 million, currently recorded in AOCL, into interest expense in earnings within the next twelve months. However, the actual amount reclassified could vary due to future changes in the fair value of these derivatives.

The amount of loss recognized in AOCL and the amount of loss (gain) reclassified into earnings for the three months ended June 30, 2020 and 2019, follow:

					Amount of Loss (Gain)
	Amount of Loss				Reclassified from				Location of Gain (Loss)
	Recognized in AOCL				AOCL into Income				Reclassified from
(Dollars in thousands)	2020		2019		2020		2019		AOCL into Income
Interest rate swaps	$	(1,934)	$	(6,813)	$	(824)	$	36	Interest expense
Cross currency swaps		(3,902)		(4,708)		851		1,528	Interest expense
					$	27	$	1,564	Total Interest expense
Cross currency swaps						(4,204)		(3,166)	Foreign currency losses, net
					$	(4,204)	$	(3,166)	Total Foreign currency losses, net

The amount of gain (loss) recognized in AOCL and the amount of loss (gain) reclassified into earnings for the six months ended June 30, 2020 and 2019, follow:

					Amount of Loss (Gain)
	Amount of Gain (Loss)				Reclassified from				Location of Gain (Loss)
	Recognized in AOCL				AOCL into Income				Reclassified from
(Dollars in thousands)	2020		2019		2020		2019		AOCL into Income
Interest rate swaps	$	(14,808)	$	(10,920)	$	(1,322)	$	214	Interest expense
Cross currency swaps		1,356		372		2,019		3,160	Interest expense
					$	697	$	3,374	Total Interest expense
Cross currency swap						(582)		1,778	Foreign currency losses, net
					$	(582)	$	1,778	Total Foreign currency losses, net

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The total amounts of expense and the respective line items in which the effect of cash flow hedges is presented in the condensed consolidated statement of operations for the three and six months ended June 30, 2020 and 2019, are as follows:

	Three months ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2020		2019		2020		2019
Interest expense	$	6,177	$	6,281	$	11,707	$	12,576
Foreign currency losses, net		1,143		2,043		(172)		4,007

Net Investment Hedges. For derivatives that are designated and qualify as net investment hedges, the gain or loss on the derivative is reported as a component of the currency translation adjustment in AOCL. These cross currency swaps are designated as hedges of our net investment in European operations. Time value is excluded from the assessment of effectiveness and the amount of interest paid or received on the swaps will be recognized as an adjustment to interest expense in earnings over the life of the swaps.

In the second quarter of 2018, the Company entered into cross currency swap agreements under which we pay variable rate interest in Euros and receive variable rate interest in U.S. dollars. The notional amount is €95.7 million at June 30, 2020, with a maturity date of February 14, 2024. These swaps are hedging risk associated with the net investment in Euro denominated operations due to fluctuating exchange rates and are designated as net investment hedges. The changes in the fair value of these designated cross-currency swaps will be recognized in AOCL.

The amount of loss on net investment hedges recognized in AOCL, the amount reclassified into earnings and the amount of gain recognized in income on derivative (amount excluded from effectiveness testing) for the three months ended June 30, 2020 and 2019, follow:

									Amount of Gain
					Amount of Gain				Recognized in Income on
	Amount of Loss				Reclassified from				Derivative (Amount Excluded				Location of Gain
	Recognized in AOCL				AOCL into Income				from Effectiveness Testing)				in Earnings
(Dollars in thousands)	2020		2019		2020		2019		2020		2019
Cross currency swaps	$	(1,569)	$	(1,260)	$	—	$	—	$	612	$	949	Interest expense

The amount of gain on net investment hedges recognized in AOCL, the amount reclassified into earnings and the amount of gain recognized in income on derivative (amount excluded from effectiveness testing) for the six months ended June 30, 2020 and 2019, follow:

									Amount of Gain
					Amount of Gain				Recognized in Income on
	Amount of Gain				Reclassified from				Derivative (Amount Excluded				Location of Gain
	Recognized in AOCL				AOCL into Income				from Effectiveness Testing)				in Earnings
(Dollars in thousands)	2020		2019		2020		2019		2020		2019
Cross currency swaps	$	1,090	$	2,477	$	—	$	—	$	1,392	$	1,950	Interest expense

Derivatives Not Designated as Hedging Instruments

Foreign Currency Forward Contracts.  We manage foreign currency risks principally by entering into forward contracts to mitigate the impact of currency fluctuations on transactions. These forward contracts are not formally designated as hedges. Gains and losses on these foreign currency forward contracts are netted with gains and losses from currency fluctuations on transactions arising from international trade and reported as Foreign currency losses, net in the condensed consolidated statements of operations. We recognized net gains of $0.1 million and $0.4 million in the three and six months ended June 30, 2020, respectively, and net loss of $1.5 million and net gains of less than $0.1 million in the three and six months ended June 30, 2019, respectively, arising from the change in fair value of our financial instruments, which partially offset the related net gains and losses on international trade transactions. The notional amount of foreign currency forward contracts was $646.2 million at June 30, 2020 and $625.9 million at December 31, 2019.

17

The following table presents the effect on our condensed consolidated statements of operations for the three and six months ended June 30, 2020 and 2019, respectively, of our foreign currency forward contracts:

	Amount of Gain (Loss)				Amount of Gain
	Recognized in Earnings				Recognized in Earnings
	Three Months Ended				Six Months Ended
	June 30,				June 30,				Location of Gain (Loss) in Earnings
(Dollars in thousands)	2020		2019		2020		2019
Foreign currency forward contracts	$	142	$	(1,497)	$	410	$	27	Foreign currency losses, net

Location and Fair Value Amount of Derivative Instruments

The following table presents the fair values of our derivative instruments on our condensed consolidated balance sheets. All derivatives are reported on a gross basis.

	June 30,		December 31,
(Dollars in thousands)	2020		2019		Balance Sheet Location
Asset derivatives:
Cross currency swaps	$	1,923	$	6,711	Other current assets
Cross currency swaps		19,323		15,400	Other non-current assets
Foreign currency forward contracts		2,539		1,474	Other current assets
Liability derivatives:
Interest rate swaps	$	(8,186)	$	(3,723)	Accrued expenses and other current liabilities
Interest rate swaps		(19,331)		(10,975)	Other non-current liabilities
Foreign currency forward contracts		(843)		(873)	Accrued expenses and other current liabilities

10.    Income Taxes

Income tax expense for the six months ended June 30, 2020 was $5.3 million, or 27.5% of pre-tax income. Income tax expense for the six months ended June 30, 2019 was $5.5 million, or 21.6% of pre-tax income. The tax expense during the six months ended June 30, 2020 and June 30, 2019, as a percentage of pre-tax income, is higher than the U.S. federal statutory income tax rate of 21% primarily as a result of foreign statutory rate differences.

11.    Contingent Liabilities

We have recorded environmental liabilities of $5.8 million at June 30, 2020 and $7.2 million at December 31, 2019, for costs associated with the remediation of certain of our current or former properties that have been contaminated. The balance at June 30, 2020 and December 31, 2019, were primarily comprised of liabilities related to a non-operating facility in Brazil, and for retained environmental obligations related to a site in the United States that was part of the sale of our North American and Asian metal powders product line in 2013. These costs include, but are not limited to, legal and consulting fees, site studies, the design and implementation of remediation plans, post-remediation monitoring, and related activities. The ultimate liability could be affected by numerous uncertainties, including the extent of contamination found, the required period of monitoring, the ultimate cost of required remediation, and other circumstances.

In November 2017, Suffolk County Water Authority filed a complaint, Suffolk County Water Authority v. The Dow Chemical Company et al., against the Company and a number of other companies in the U.S. Federal Court for the Eastern District of New York with regard to the product 1,4 dioxane. The plaintiff alleges, among other things, that the Suffolk County water supply is contaminated with 1,4 dioxane and that the defendants are liable for unspecified costs of cleanup and remediation of the water supply, among other damages. The Company has not manufactured 1,4 dioxane since 2008, denies the allegations related to liability for the plaintiff’s claims, and is vigorously defending this proceeding. Since December 2018, additional complaints were filed in the same court by 25 other New York municipal water suppliers and in New York State Supreme Court by one water supplier against the Company and others making substantially similar allegations regarding the contamination of their respective water supplies with 1,4 dioxane. The Company is likewise vigorously defending these additional actions. The Company currently does not expect the outcome of these proceedings to have a material adverse impact on its consolidated financial condition, results of operations, or cash flows, net of any insurance coverage. However, it is not possible to predict the ultimate outcome of these proceedings due to the unpredictable nature of litigation.

18

In 2013, the Supreme Court in Argentina ruled favorably related to certain export taxes associated with a divested operation. The liability recorded at June 30, 2020 and December 31, 2019 is $0.5 million and $0.6 million, respectively.

In addition to the proceedings described above, the Company and its consolidated subsidiaries are subject from time to time to various claims, lawsuits, investigations, and proceedings related to products, services, contracts, environmental, health and safety, employment, intellectual property, and other matters, including with respect to divested businesses. The outcome of such matters is unpredictable, our assessment of them may change, and resolution of them could have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows. We do not currently expect the resolution of such matters to materially affect the consolidated financial position, results of operations, or cash flows of the Company.

12.    Retirement Benefits

Net periodic benefit cost (credit) of our U.S. pension plans (including our unfunded nonqualified plans), non-U.S. pension plans, and postretirement health care and life insurance benefit plans for the three months ended June 30, 2020 and 2019, respectively, follow:

	U.S. Pension Plans				Non-U.S. Pension Plans				Other Benefit Plans
	Three Months Ended June 30,
(Dollars in thousands)	2020		2019		2020		2019		2020		2019
Service cost	$	3	$	3	$	294	$	330	$	—	$	1
Interest cost		2,388		2,963		343		479		133		175
Expected return on plan assets		(3,708)		(3,153)		(116)		(170)		—		—
Amortization of prior service cost		—		—		(4)		(14)		—		—
Net periodic benefit (credit) cost	$	(1,317)	$	(187)	$	517	$	625	$	133	$	176

Net periodic benefit (credit) cost for the six months ended June 30, 2020 and 2019, respectively, follow:

	U.S. Pension Plans				Non-U.S. Pension Plans				Other Benefit Plans
	Six Months Ended June 30,
(Dollars in thousands)	2020		2019		2020		2019		2020		2019
Service cost	$	6	$	5	$	579	$	611	$	1	$	1
Interest cost		4,775		5,926		673		948		265		351
Expected return on plan assets		(7,416)		(6,305)		(228)		(336)		—		—
Amortization of prior service cost		—		—		(9)		(9)		—		—
Net periodic benefit (credit) cost	$	(2,635)	$	(374)	$	1,015	$	1,214	$	266	$	352

Interest cost, expected return on plan assets and amortization of prior service cost are recorded in Miscellaneous expense (income), net on the condensed consolidated statement of operations.

13.    Stock-Based Compensation

On May 3, 2018, our shareholders approved the 2018 Omnibus Incentive Plan (the “Plan”), which was adopted by the Board of Directors on February 22, 2018. The Plan’s purpose is to promote the Company’s long-term financial interests and growth by attracting, retaining and motivating high-quality key employees and directors, motivating such employees and directors to achieve the Company’s short- and long-range performance goals and objectives, and thereby align their interests with those of the Company’s shareholders. The Plan reserves 4,500,000 shares of common stock to be issued for grants of several different types of long-term incentives including stock options, stock appreciation rights, restricted awards, performance awards, other common stock-based awards, and dividend equivalent rights.

The Plan replaced the 2013 Omnibus Incentive Plan (the “Previous Plan”), and no future grants may be made under the Previous Plan. However, any outstanding awards or grants made under the Previous Plan will continue until the end of their specified terms.

In the first half of 2020, our Board of Directors granted 0.3 million stock options, 0.2 million performance share units, and 0.2 million restricted stock units under the Plan.

19

We estimate the fair value of each stock option on the date of grant using the Black-Scholes option pricing model. The following table details the weighted-average grant-date fair values and the assumptions used for estimating the fair values of stock option grants made during the six months ended June 30, 2020:

	Stock Options
Weighted-average grant-date fair value	$	5.28
Expected life, in years		5.2
Risk-free interest rate		1.4	%
Expected volatility		35.1	%

The weighted average grant date fair value of our performance share units granted in the six months ended June 30, 2020, was $14.64. We measure the fair value of performance share units based on the closing market price of our common stock on the date of the grant. These shares are evaluated each reporting period for respective attainment rates against the performance criteria.

The weighted-average grant date fair value of our restricted share units granted in the six months ended June 30, 2020, was $14.64. We measure the fair value of restricted share units based on the closing market price of our common stock on the date of the grant. The restricted share units vest over three years.

We recognized stock-based compensation expense of $2.7 million and $5.5 million for the three and six months ended June 30, 2020, respectively, and $2.9 million and $5.6 million and for the three and six months ended June 30, 2019, respectively. At June 30, 2020, unearned compensation cost related to the unvested portion of all stock-based compensation awards was approximately $11.6 million and is expected to be recognized over the remaining vesting period of the respective grants, through the second quarter of 2023.

14.    Restructuring and Optimization Programs

Total restructuring charges were $8.6 million and $9.8 million for the three and six months ended June 30, 2020, respectively, and $4.1 million and $5.8 million for the three and six months ended June 30, 2019, respectively. As discussed in Note 4, our Tile Coatings business was classified as held-for-sale during the fourth quarter of 2019. As such, there were additional restructuring charges of $1.7 million and $2.0 million for the three and six months ended June 30, 2020, respectively, and $6.2 million and $6.6 million for the three and six months ended June 30, 2019, respectively classified as Net income from discontinued operations, net of income taxes.

Americas Manufacturing Optimization Plan

In the second quarter of 2019, we developed our Americas Manufacturing optimization plan and initiated a program across the organization with the objective of realigning the business and lowering our cost structure. The Americas Manufacturing Optimization plan is focused on the construction of a new manufacturing center of excellence located in Villagran, Mexico. We are in the process of consolidating two plants located in the United States and two sites in Latin America into the expanded Villagran location. As a result of these actions, the Company expects to incur total charges of approximately $8.7 million, substantially all of which will be for severance costs expected. The remaining activities of the program are expected to be recognized within the next 12 months. Charges associated with the program were $0.8 million and $1.0 million for the three and six months ended June 30, 2020, respectively, and $3.5 million and $3.9 million for the three and six months ended June 30, 2019, respectively.

Global Optimization Plan

The program involves our global operations and certain functions and initiatives to increase operational efficiencies, some of which is associated with integration of our recent acquisitions. Actions associated with the Global Optimization plan were substantially completed during 2020, and as such, we do not anticipate material charges related to this plan for the remainder of 2020. Charges associated with the program were $7.8 million and $8.8 million for the three and six months ended June 30, 2020, respectively, and $0.6 million and $1.9 million for the three and six months ended June 30, 2019, respectively.

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The charges associated with these programs are further summarized below.

	Employee		Other
(Dollars in thousands)	Severance		Costs		Total
Balances at December 31, 2019	$	747	$	1,492	$	2,239
Restructuring charges		7,832		1,952		9,784
Cash payments		(872)		(1,996)		(2,868)
Non-cash items		(9)		(7)		(16)
Balances at June 30, 2020	$	7,698	$	1,441	$	9,139

We expect to make cash payments to settle the remaining liability for employee severance benefits and other costs over the next twelve months, except where legal or contractual obligations would require it to extend beyond that period.

15.    Leases

The Company has leases for equipment, office space, plant sites and distribution centers. Certain of these leases include options to extend the lease and some include options to terminate the lease early. Leases with an initial term of 12 months or less are not recorded on the balance sheet and the related lease expense is recognized on a straight-line basis over the lease term.

There are no leases that have not yet commenced that create significant rights and obligations for the Company.

The components of lease cost are shown below:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2020		2019		2020		2019		Income Statement Location
Operating lease cost(1)	$	1,204	$	1,286	$	2,463	$	2,646	Selling, general and administrative expenses
Operating lease cost(2)		1,606		2,292		3,737		4,526	Cost of sales
Finance lease cost
Amortization of right-of-use assets		64		62		136		113	Cost of sales
Interest of lease liabilities		7		3		14		6	Interest expense
Net lease cost	$	2,881	$	3,643	$	6,350	$	7,291

(1)Included in operating lease cost is $0.2 million and $0.4 million of short-term lease costs for the three and six months ended June 30, 2020, respectively, and $0.3 million and $0.5 million for the three and six months ended June 30, 2019 and $0.1 million and $0.2 million of variable lease costs for the three and six months ended June 30, 2020 and June 30, 2019, respectively.

(2)Included in operating lease cost is $0.7 million and $1.3 million of short-term lease costs for the three and six months ended June 30, 2020 and June 30, 2019, respectively, and $0.1 million and $0.4 million of variable lease costs for the three and six months ended June 30, 2020, respectively, and $0.3 million and $0.5 million of variable lease costs for the three and six months ended June 30, 2019, respectively.

Supplemental balance sheet information related to leases is shown below:

	June 30,		December 31,
(Dollars in thousands)	2020		2019		Balance Sheet Location
Assets
Operating leased assets	$	15,042	$	20,088	Operating leased assets
Finance leased assets (1)		795		859	Property, plant and equipment, net
Total leased assets	$	15,837	$	20,947
Liabilities
Current
Operating	$	5,349	$	6,515	Accrued expenses and other current liabilities
Finance		512		438	Loans payable and current portion of long-term debt
Noncurrent
Operating		9,716		14,474	Operating lease non-current liabilities
Finance		1,780		1,867	Long-term debt, less current portion
Total lease liabilities	$	17,357	$	23,294

(1)Finance leases are net of accumulated depreciation of $3.4 million and $3.4 million for June 30, 2020 and December 31, 2019, respectively.

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Supplemental cash flow information related to leases are shown below:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2020		2019		2020		2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases	$	7	$	3	$	14	$	6
Operating cash flows from operating leases		1,808		2,409		3,827		4,669
Financing cash flows from finance leases		77		57		142		102
Leased assets obtained in exchange for new finance lease liabilities		51		89		155		218
Leased assets obtained in exchange for new operating lease liabilities		1,063		184		2,562		24,219

	June 30,
	2020
Weighted-average remaining lease term (years)
Operating leases	3.9
Finance leases	5.5
Weighted-average discount rate
Operating leases	4.2%
Finance leases	5.2%

Maturities of lease liabilities are shown below as of June 30, 2020:

(Dollars in thousands)	Finance ‎Leases		Operating ‎Leases
Remaining in 2020	$	316	$	3,488
2021		565		5,518
2022		545		3,314
2023		476		1,793
2024		372		866
2025		290		644
Thereafter		418		1,688
Net minimum lease payments	$	2,982	$	17,311
Less: interest		690		2,246
Present value of lease liabilities	$	2,292	$	15,065

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16.    Earnings Per Share

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

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands, except per share amounts)	2020		2019		2020		2019
Basic earnings (loss) per share computation:
Income (loss) from continuing operations	$	(1,926)	$	11,361	$	13,986	$	20,162
Less: Net income attributable to noncontrolling interests from continuing operations		309		193		342		362
Net income (loss) attributable to Ferro Corporation from continuing operations		(2,235)		11,168		13,644		19,800
Income (loss) from discontinued operations, net of income taxes		(3,238)		(252)		(3,017)		4,825
Less: Net income attributable to noncontrolling interests from discontinued operations		67		45		44		150
Net income (loss) attributable to Ferro Corporation from discontinued operations		(3,305)		(297)		(3,061)		4,675
Total	$	(5,540)	$	10,871	$	10,583	$	24,475
Weighted-average common shares outstanding		82,246		81,932		82,171		82,206
Basic earnings (loss) per share from continuing operations attributable to Ferro Corporation common shareholders	$	(0.03)	$	0.13	$	0.17	$	0.24
Diluted earnings (loss) per share computation:
Net income (loss) attributable to Ferro Corporation from continuing operations	$	(2,235)	$	11,168	$	13,644	$	19,800
Net income (loss) attributable to Ferro Corporation from discontinued operations		(3,305)		(297)		(3,061)		4,675
Total	$	(5,540)	$	10,871	$	10,583	$	24,475
Weighted-average common shares outstanding		82,246		81,932		82,171		82,206
Assumed exercise of stock options		543		502		799		551
Assumed satisfaction of restricted stock unit conditions		93		157		109		208
Assumed satisfaction of performance share unit conditions		45		87		200		90
Weighted-average diluted shares outstanding		82,927		82,678		83,279		83,055
Diluted earnings (loss) per share from continuing operations attributable to Ferro Corporation common shareholders	$	(0.03)	$	0.13	$	0.16	$	0.23

The number of anti-dilutive shares were 2.7 million and 2.3 million for the three and six months ended June 30, 2020, respectively, and 2.3 million and 2.2 million for the three and six months ended June 30, 2019, respectively. These shares are excluded from the calculation of diluted earnings per share due to their anti-dilutive impact.

17.    Share Repurchase Program

The Company’s Board of Directors has approved a share repurchase program under which the Company is authorized to repurchase up to $150 million of the Company’s outstanding shares of common stock on the open market, including through a Rule 10b5-1 plan, or in privately negotiated transactions.

The timing and amount of shares to be repurchased will be determined by the Company, based on evaluation of market and business conditions, share price, and other factors. The share repurchase programs do not obligate the Company to repurchase any dollar amount or number of common shares, and may be suspended or discontinued at any time.

As of June 30, 2020, $46.2 million remains authorized under the program for the repurchase of common stock.

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18.    Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss by component, net of tax, were as follows:

	Three Months Ended June 30,
		Postretirement		Foreign		Net Gain (Loss)
		Benefit Liability		Currency		on Cash Flow
(Dollars in thousands)		Adjustments		Items		Hedges		Total
Balances at March 31, 2019		$	1,126	$	(99,788)	$	(7,611)	$	(106,273)
Other comprehensive income (loss) before reclassifications, before tax			—		3,478		(11,521)		(8,043)
Reclassification to earnings:
Cash flow hedge income, before tax			—		—		1,602		1,602
Current period other comprehensive income (loss), before tax			—		3,478		(9,919)		(6,441)
Tax effect			—		(511)		(2,570)		(3,081)
Current period other comprehensive income (loss), net of tax			—		3,989		(7,349)		(3,360)
Balances at June 30, 2019		$	1,126	$	(95,799)	$	(14,960)	$	(109,633)
Balances at March 31, 2020		$	1,206	$	(115,847)	$	(22,047)	$	(136,688)
Other comprehensive income (loss) before reclassifications, before tax			—		3,388		(5,836)		(2,448)
Reclassification to earnings:
Cash flow hedge income, before tax			—		—		4,177		4,177
Current period other comprehensive income (loss), before tax			—		3,388		(1,659)		1,729
Tax effect			—		(505)		(99)		(604)
Current period other comprehensive income (loss), net of tax			—		3,893		(1,560)		2,333
Balances at June 30, 2020		$	1,206	$	(111,954)	$	(23,607)	$	(134,355)

	Six Months Ended June 30,
		Postretirement		Foreign			Net Loss
		Benefit Liability		Currency			on Cash
(Dollars in thousands)		Adjustments		Items			Flow Hedges	Total
Balances at December 31, 2018		$	1,126	$	(103,190)	$	(3,297)	$	(105,361)
Other comprehensive income (loss) before reclassifications, before tax			—		7,514		(10,548)		(3,034)
Reclassification to earnings:
Cash flow hedge loss, before tax			—		—		(5,152)		(5,152)
Current period other comprehensive income (loss), before tax			—		7,514		(15,700)		(8,186)
Tax effect			—		123		(4,037)		(3,914)
Current period other comprehensive income (loss), net of tax			—		7,391		(11,663)		(4,272)
Balances at June 30, 2019		$	1,126	$	(95,799)	$	(14,960)	$	(109,633)
Balances at December 31, 2019		$	1,206	$	(97,575)	$	(13,007)	$	(109,376)
Other comprehensive loss before reclassifications, before tax			—		(14,449)		(13,452)		(27,901)
Reclassification to earnings:
Cash flow hedge loss, before tax			—		—		(115)		(115)
Current period other comprehensive loss, before tax			—		(14,449)		(13,567)		(28,016)
Tax effect			—		(70)		(2,967)		(3,037)
Current period other comprehensive loss, net of tax			—		(14,379)		(10,600)		(24,979)
Balances at June 30, 2020		$	1,206	$	(111,954)	$	(23,607)	$	(134,355)

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19.    Reporting for Segments

As discussed in Note 4, during the fourth quarter of 2019, we entered into a definitive agreement to sell our Tile Coatings business which has historically been the majority of our Performance Coatings reportable segment. Substantially all of the assets and liabilities of our Tile Coatings business were classified as held-for-sale in the accompanying consolidated balance sheets and results are included within discontinued operation in the consolidated statement of operations for all periods presented. The retained assets, liabilities and operations of the Performance Coatings reportable segment are reflected within our Functional Coatings reportable segment.

Net sales to external customers by segment are presented in the table below. Sales between segments were not material.

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2020		2019		2020		2019
Functional Coatings	$	131,672	$	163,692	$	287,107	$	330,718
Color Solutions		73,129		97,266		170,020		193,622
Total net sales	$	204,801	$	260,958	$	457,127	$	524,340

Each segment’s gross profit and reconciliation to income before income taxes are presented in the table below:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2020		2019		2020		2019
Functional Coatings	$	36,119	$	49,307	$	83,936	$	97,537
Color Solutions		26,985		29,702		60,772		58,098
Other cost of sales		640		121		(226)		1,354
Total gross profit		63,744		79,130		144,482		156,989
Selling, general and administrative expenses		50,541		53,249		106,587		110,180
Restructuring and impairment charges		8,619		4,057		9,784		5,797
Other expense, net		6,310		7,810		8,808		15,304
Income before income taxes	$	(1,726)	$	14,014	$	19,303	$	25,708

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

Overview

Net sales for the three months ended June 30, 2020, decreased by $56.2 million, or 21.5%, compared with the prior-year same period. Net sales decreased by $32.0 million in Functional Coatings and $24.2 million in Color Solutions. During the three months ended June 30, 2020, gross profit decreased $15.4 million, or 19.4%, compared with the prior-year same period; as a percentage of net sales, it increased approximately 80 basis points to 31.1%. Our total gross profit for the second quarter of 2020 was $63.7 million, compared with $79.1 million for the three months ended June 30, 2019. The decrease in gross profit was attributable to lower gross profit in Functional Coatings of $13.2 million and Color Solutions of $2.7 million.

For the three months ended June 30, 2020, selling, general and administrative (“SG&A”) expenses decreased $2.7 million, or 5.1%, compared with the prior-year same period. As a percentage of net sales, it increased approximately 430 basis points to 24.7%.

For the three months ended June 30, 2020, net loss was $5.2 million, compared with net income of $11.1 million for the prior-year same period, and net loss attributable to common shareholders was $5.5 million, compared with net income attributable to common shareholders of $10.9 million for the prior-year same period. Loss from continuing operations was $1.9 million for the three months ended June 30, 2020, compared with income of $11.4 million in 2019.

Outlook

While the novel coronavirus (“COVID-19”) pandemic impacted macroeconomic conditions around the globe in the second quarter of 2020, the low point of demand for Ferro’s products appears to have been earlier in the quarter, as demand increased in the latter part of the quarter. Currently, we see signs that the favorable trajectory of increasing demand for our products will continue into the third quarter.

Certain characteristics of our business should position the Company well for the current economic environment. Ferro has market leadership positions in a diverse portfolio of products, and many of our products and services support niche markets in “critical” or “essential” industries such as healthcare, food and beverage, energy, information technology and defense, which generally have continued to operate during the pandemic. These characteristics, together with improved economic activity in other industries we serve, should enable the Company to continue to increase sales and to maintain certain of the margin tailwinds achieved in the first half of 2020, even if demand for some products and services continues to be suppressed due to macro-economic uncertainty.

Ferro also continues to execute its strategic priorities, which include advancing our optimization initiatives, preparing for and completing the sale of the Tile Coatings business and continuing to develop innovative products that our customers need.

We anticipate continued uncertainty in macroeconomic conditions going forward. This uncertainty may result in volatility in demand in our end markets, foreign exchange rates and in interest rates, which could impact our reported results through the course of 2020.

COVID-19

In March 2020, the World Health Organization declared the outbreak of COVID-19 to be a global pandemic and recommended containment and mitigation measures worldwide. COVID-19 has spread through Asia, Europe, the Middle East and North and South America, all regions in which we have operations. In response, government authorities have issued an evolving set of mandates, including requirements to shelter-in-place, curtail business operations, restrict travel, and avoid physical interaction. These mandates and the continued spread of COVID-19 have disrupted normal business activities in many segments of the global economy, resulting in weakened economic conditions. More recently, government mandates have been lifted by certain public authorities and economic conditions have improved in certain sectors of the economy relative to early in the second quarter. Certain regions of the world have experienced increasing numbers of COVID-19 cases, however, and if this continues and if public authorities intensify efforts to contain the spread of COVID-19, normal business activity may be further disrupted and economic conditions could weaken.

We continue to monitor the impact of the outbreak of COVID-19 on our business, including how it may impact our customers, employees, supply chain and distribution network and to take action, as appropriate, to address these circumstances.

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Our manufacturing facilities generally have continued to operate since the pandemic was declared in early March 2020, with most sites experiencing only relatively brief or no suspensions of activity. While COVID-19 did not have a significant effect on our reported results for the first quarter of 2020, it had a more pronounced effect on our business during the second quarter, primarily as a result of reduced demand in certain of our end markets, such as the automotive sector. In more recent weeks, the momentum in our business has turned markedly more favorable, with improved demand relative to early in the second quarter from many of our customers across multiple product lines. Having said that, if certain regions of the world experience increasing numbers of COVID-19 cases, we may be required to take further actions to comply with mandates of national, state or local authorities, and we may take additional actions that we determine to be in the best interests of our employees, customers, suppliers and other stakeholders, which could disrupt or restrict our ability to operate our facilities and travel to our domestic and international sites. The extent to which our operations may be impacted by COVID-19 in the second half of 2020 depends on a variety of factors, including the duration, severity, and scope of the pandemic, which remain uncertain.

We believe we are well positioned from a liquidity perspective to manage through the effects of the COVID-19 pandemic. As of June 30, 2020, we had liquidity of approximately $548.2 million, consisting of cash and availability under our various credit facilities, primarily our revolving credit facility. We are in compliance with the covenants under our various credit facilities and expect to remain in compliance. We will continue to evaluate and take action to preserve liquidity and generate cash flow during the crisis, including by limiting capital expenditures and discretionary spending, as appropriate and where possible.

Factors that could adversely affect our future performance include those described under the heading “Risk Factors” in Item 1A of Part II of this Quarterly Report on Form 10-Q and Item 1A of Part I of the Annual Report on Form 10-K for the year ended December 31, 2019.
‎

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Results of Operations - Consolidated

Comparison of the three months ended June 30, 2020 and 2019

For the three months ended June 30, 2020, net loss from continuing operations was $1.9 million, compared with net income of $11.4 million for the three months ended June 30, 2019. For the three months ended June 30, 2020, net loss attributable to common shareholders was $5.5 million, or loss per share of $0.07, compared with net income attributable to common shareholders of $10.9 million, or earnings per share of $0.13, for the three months ended June 30, 2019.

Net Sales

	Three Months Ended
	June 30,
(Dollars in thousands)	2020			2019			$ Change		% Change
Net sales	$	204,801		$	260,958		$	(56,157)	(21.5)	%
Cost of sales		141,057			181,828			(40,771)	(22.4)	%
Gross profit	$	63,744		$	79,130		$	(15,386)	(19.4)	%
Gross profit as a % of net sales		31.1	%		30.3	%

Net sales decreased by $56.2 million, or 21.5%, for the three months ended June 30, 2020, compared with the prior-year same period, driven by lower sales in Functional Coatings and Color Solutions of $32.0 million and $24.2 million, respectively. The decrease in net sales was driven by lower volume and mix of $50.4 million and unfavorable foreign currency impacts of $6.5 million, partially mitigated by higher product pricing of $0.7 million.

Gross Profit

Gross profit decreased $15.4 million, or 19.4%, for the three months ended June 30, 2020, compared with the prior-year same period, and as a percentage of net sales, it increased 80 basis points to 31.1%. The decrease in gross profit was attributable to lower gross profit in Functional Coatings and Color Solutions of $13.2 million and $2.7 million, respectively. The decrease in gross profit was driven by lower sales volumes and mix of $19.9 million and unfavorable foreign currency impacts of $1.7 million, partially mitigated by lower raw material costs of $5.3 million, favorable product pricing of $0.7 million and lower manufacturing costs of $0.2 million.

Geographic Revenues

The following table presents our sales on the basis of where sales originated.

	Three Months Ended
	June 30,
(Dollars in thousands)	2020		2019		$ Change		% Change
Geographic Revenues on a sales origination basis
EMEA	$	78,945	$	112,041	$	(33,096)	(29.5)	%
United States		82,714		94,080		(11,366)	(12.1)	%
Asia Pacific		30,843		33,711		(2,868)	(8.5)	%
Latin America		12,299		21,126		(8,827)	(41.8)	%
Net sales	$	204,801	$	260,958	$	(56,157)	(21.5)	%

The decline in net sales of $56.2 million, compared with the prior-year same period, was driven by a decrease in sales from all regions. The decrease in sales from EMEA was attributable to lower sales in Functional Coatings and Color Solutions of $23.9 million and $9.2 million, respectively. The decrease in sales from the United States was attributable to lower sales in Color Solutions of $12.6 million, partially offset by an increase in sales in Functional Coatings of $1.2 million. The decrease in sales from Latin America was attributable to lower sales in Functional Coatings and Color Solutions of $6.4 million and $2.4 million, respectively. The decrease in sales from Asia Pacific was primarily attributable to lower sales in Functional Coatings of $3.0 million.

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Selling, General and Administrative Expenses

The following table includes SG&A components with significant changes between 2020 and 2019.

	Three Months Ended
	June 30,
(Dollars in thousands)	2020		2019		$ Change		% Change
Personnel expenses (excluding R&D personnel expenses)	$	19,779	$	22,832	$	(3,053)	(13.4)	%
Research and development expenses		8,331		10,196		(1,865)	(18.3)	%
Business development		5,303		3,996		1,307	32.7	%
Incentive compensation		1,971		(85)		2,056	NM	%
Stock-based compensation		2,183		2,876		(693)	(24.1)	%
Intangible asset amortization		1,411		2,211		(800)	(36.2)	%
Pension and other postretirement benefits		183		271		(88)	(32.5)	%
Bad debt		(40)		248		(288)	(116.1)	%
All other expenses		11,420		10,704		716	6.7	%
Selling, general and administrative expenses	$	50,541	$	53,249	$	(2,708)	(5.1)	%

SG&A expenses were $2.7 million lower in the three months ended June 30, 2020, compared with the prior-year same period. The lower SG&A expenses compared to the prior-year same period are primarily driven by lower personnel costs and research and development expenses, partially offset by higher incentive compensation.

The following table presents SG&A expenses attributable to sales, research and development and operations costs as strategic services and other SG&A costs as functional services.

	Three Months Ended
	June 30,
(Dollars in thousands)	2020		2019		$ Change		% Change
Strategic services	$	21,495	$	26,588	$	(5,093)	(19.2)	%
Functional services		24,892		23,870		1,022	4.3	%
Incentive compensation		1,971		(85)		2,056	NM	%
Stock-based compensation		2,183		2,876		(693)	(24.1)	%
Selling, general and administrative expenses	$	50,541	$	53,249	$	(2,708)	(5.1)	%

Restructuring and Impairment Charges

	Three Months Ended
	June 30,
(Dollars in thousands)	2020		2019		$ Change		% Change
Employee severance	$	7,174	$	2,822	$	4,352	154.2	%
Other restructuring costs		1,445		1,235		210	17.0	%
Restructuring and impairment charges	$	8,619	$	4,057	$	4,562	112.4	%

Restructuring and impairment charges increased in the second quarter of 2020 compared with the prior-year same period. The increase primarily relates to costs associated with our Global Optimization Plan, compared with the prior-year same period. Refer to Note 14 to the consolidated financial statements under Item 1 of this Quarterly Report on Form 10-Q for a discussion of our optimization plans and related costs.

Interest Expense

	Three Months Ended
	June 30,
(Dollars in thousands)	2020		2019		$ Change		% Change
Interest expense	$	6,383	$	6,397	$	(14)	(0.2)	%
Amortization of bank fees		866		912		(46)	(5.0)	%
Interest swap amortization		(316)		(316)		—	—	%
Interest capitalization		(756)		(712)		(44)	6.2	%
Interest expense	$	6,177	$	6,281	$	(104)	(1.7)	%

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Interest expense decreased in the second quarter of 2020 compared with the prior-year same period. The decrease in interest expense was due to a decrease in the average interest rate, partially offset by an increase in the average long-term debt balance during the second quarter of 2020 compared with the prior-year same period.

Income Tax Expense

Income tax expense for the three months ended June 30, 2020 was $0.2 million, or (11.6%) of pre-tax loss. Income tax expense for the three months ended June 30, 2019 was $2.7 million, or 18.9% of pre-tax income. The tax expense during the three months ended June 30, 2020, as a percentage of pre-tax income, is lower than the U.S. federal statutory income tax rate of 21% primarily as a result of tax rate changes enacted during the period. The tax expense during the three months ended June 30, 2019, as a percentage of pre-tax income, is lower than the U.S. federal statutory income tax rate of 21% primarily as a result of tax credits.

Results of Operations - Segment Information

Comparison of the three months ended June 30, 2020 and 2019

Functional Coatings

	Three Months Ended											Change due to
	June 30,												Volume /
(Dollars in thousands)	2020			2019			$ Change		% Change		Price		Mix		Currency		Other
Segment net sales	$	131,672		$	163,692		$	(32,020)	(19.6)	%	$	610	$	(27,963)	$	(4,667)	$	—
Segment gross profit		36,119			49,307			(13,188)	(26.7)	%		610		(9,000)		(1,385)		(3,413)
Gross profit as a % of segment net sales		27.4	%		30.1	%

Net sales decreased compared with the prior-year same period, primarily driven by lower sales in decoration, automotive, porcelain enamel and industrial products of $12.2 million, $11.9 million, $10.0 million and $6.9 million, respectively, partially mitigated by increased sales in electronic products of $9.0 million. The decrease in net sales was driven by unfavorable volume and mix of $27.9 million and unfavorable foreign currency impacts of $4.7 million, partially mitigated by higher product pricing of $0.6 million. Gross profit decreased from the prior-year same period primarily due to unfavorable volume and mix of $9.0 million, unfavorable manufacturing costs of $5.9 million and unfavorable foreign currency impacts of $1.4 million, partially mitigated by favorable raw material costs of $2.5 million and higher product pricing of $0.6 million.

	Three Months Ended
	June 30,
(Dollars in thousands)	2020		2019		$ Change		% Change
Segment net sales by Region
EMEA	$	51,071	$	74,997	$	(23,926)	(31.9)	%
United States		52,194		50,938		1,256	2.5	%
Asia Pacific		21,733		24,700		(2,967)	(12.0)	%
Latin America		6,674		13,057		(6,383)	(48.9)	%
Total	$	131,672	$	163,692	$	(32,020)	(19.6)	%

The net sales decrease of $32.0 million was driven by lower sales from EMEA, Latin America and Asia Pacific, partially mitigated by higher sales from the United States. The decrease in sales from EMEA was primarily attributable to lower sales of decoration, industrial, automotive, porcelain enamel, and electronic products of $8.1 million, $6.2 million, $5.1 million, $3.7 million and $0.8 million, respectively. The decrease in sales from Latin America was primarily attributable to lower sales of porcelain enamel, automotive, industrial and decoration products of $4.0 million, $1.3 million, $0.7 million and $0.4 million, respectively. The decrease in sales from Asia Pacific was primarily attributable to lower sales in automotive, decoration and porcelain enamel products of $2.0 million, $1.7 million and $0.5 million, respectively, partially mitigated by increased sales of industrial products of $1.2 million. The increase in sales from the United States was primarily attributable to an increase in sales of electronic products of $9.8 million, partially offset by lower sales of automotive, decoration, porcelain enamel and industrial products of $3.5 million, $2.0 million, $1.8 million and $1.3 million, respectively.

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Color Solutions

	Three Months Ended											Change due to
	June 30,												Volume /
(Dollars in thousands)	2020			2019			$ Change		% Change		Price		Mix		Currency		Other
Segment net sales	$	73,129		$	97,266		$	(24,137)	(24.8)	%	$	91	$	(22,456)	$	(1,772)	$	—
Segment gross profit		26,985			29,702			(2,717)	(9.1)	%		91		(11,385)		(360)		8,937
Gross profit as a % of segment net sales		36.9	%		30.5	%

Net sales decreased compared with the prior-year same period, primarily due to lower sales of pigment, surface technology and dispersions and colorants products of $14.7 million, $7.8 million and $1.6 million, respectively. The decrease in net sales was driven by unfavorable sales volume and mix of $22.5 million and unfavorable foreign currency impacts of $1.8 million. Gross profit decreased from the prior-year same period, primarily due to unfavorable sales volume and mix of $11.4 million and unfavorable foreign currency impacts of $0.4 million, partially mitigated by lower manufacturing costs of $6.1 million and lower raw material costs of $2.8 million.

	Three Months Ended
	June 30,
(Dollars in thousands)	2020		2019		$ Change		% Change
Segment net sales by Region
United States	$	30,520	$	43,142	$	(12,622)	(29.3)	%
EMEA		27,874		37,044		(9,170)	(24.8)	%
Asia Pacific		9,110		9,011		99	1.1	%
Latin America		5,625		8,069		(2,444)	(30.3)	%
Total	$	73,129	$	97,266	$	(24,137)	(24.8)	%

The net sales decrease of $24.1 million was driven by lower sales from the United States, EMEA and Latin America. The decrease in sales from the United States was primarily driven by lower sales of surface technology and pigment products of $8.6 million and $3.7 million, respectively. The decrease in sales from EMEA was primarily attributable to lower sales of pigment and dispersions and colorants products of $8.0 million and $1.2 million, respectively. The decrease in sales from Latin America was primarily attributable to lower sales of pigment products of $2.4 million.

Comparison of the six months ended June 30, 2020 and 2019

For the six months ended June 30, 2020, net income from continuing operations was $14.0 million, compared with $20.2 million for the six months ended June 30, 2019. For the six months ended June 30, 2020, net income attributable to common shareholders was $10.6 million, or earnings per share of $0.13, compared with net income attributable to common shareholders of $24.5 million, or earnings per share of $0.30, for the six months ended June 30, 2019.

Net Sales

	Six Months Ended
	June 30,
(Dollars in thousands)	2020			2019			$ Change		% Change
Net sales	$	457,127		$	524,340		$	(67,213)	(12.8)	%
Cost of sales		312,645			367,351			(54,706)	(14.9)	%
Gross profit	$	144,482		$	156,989		$	(12,507)	(8.0)	%
Gross profit as a % of net sales		31.6	%		29.9	%

Net sales decreased by $67.2 million, or 12.8%, for the six months ended June 30, 2020, compared with the prior-year same period, driven by lower sales in Functional Coatings and Color Solutions of $43.6 million and $23.6 million, respectively. The decrease in net sales was driven by unfavorable volume and mix of $56.6 million and unfavorable foreign currency impacts of $11.4 million, partially mitigated by higher product pricing of $0.8 million.

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Gross Profit

Gross profit decreased $12.5 million, or 8.0%, for the six months ended June 30, 2020, compared with the prior-year same period, and as a percentage of net sales, it increased approximately 170 basis points to 31.6%. The decrease in gross profit was primarily attributable to a decrease in Functional Coatings of $13.6 million, partially offset by an increase in Color Solutions of $2.7 million. The decrease in gross profit was primarily driven by unfavorable sales volume and mix of $25.9 million and unfavorable foreign currency impacts of $3.0 million, partially mitigated by lower raw material costs of $9.8 million, lower manufacturing costs of $5.8 million and higher product pricing of $0.8 million.

Geographic Revenues

The following table presents our sales on the basis of where sales originated.

	Six Months Ended
	June 30,
(Dollars in thousands)	2020		2019		$ Change		% Change
Geographic Revenues on a sales origination basis
EMEA	$	192,691	$	225,873	$	(33,182)	(14.7)	%
United States		170,567		189,658		(19,091)	(10.1)	%
Asia Pacific		61,895		65,434		(3,539)	(5.4)	%
Latin America		31,974		43,375		(11,401)	(26.3)	%
Net sales	$	457,127	$	524,340	$	(67,213)	(12.8)	%

The decline in net sales of $67.2 million, compared with the prior-year same period, was driven by a decrease in sales from all regions. The decrease in sales from EMEA was attributable to lower sales in Functional Coatings and Color Solutions of $26.3 million and $6.9 million, respectively. The decrease in sales from the United States was attributable to lower sales in Color Solutions and Functional Coatings of $15.1 million and $4.0 million, respectively. The decrease in sales from Latin America was attributable to lower sales in Functional Coatings and Color Solutions of $9.1 million and $2.3 million, respectively. The decrease in sales from Asia Pacific was attributable to lower sales in Functional Coatings of $4.1 million, partially offset by higher sales in Color Solutions of $0.6 million.

Selling, General and Administrative Expenses

The following table includes SG&A components with significant changes between 2020 and 2019.

	Six Months Ended
	June 30,
(Dollars in thousands)	2020		2019		$ Change		% Change
Personnel expenses (excluding R&D personnel expenses)	$	42,528	$	49,011	$	(6,483)	(13.2)	%
Research and development expenses		18,418		21,176		(2,758)	(13.0)	%
Business development		5,838		5,854		(16)	(0.3)	%
Incentive compensation		4,091		1,203		2,888	240.1	%
Stock-based compensation		4,942		5,645		(703)	(12.5)	%
Intangible asset amortization		3,089		4,554		(1,465)	(32.2)	%
Pension and other postretirement benefits		341		516		(175)	(33.9)	%
Bad debt		96		254		(158)	(62.2)	%
All other expenses		27,244		21,967		5,277	24.0	%
Selling, general and administrative expenses	$	106,587	$	110,180	$	(3,593)	(3.3)	%

SG&A expenses were $3.6 million lower in the six months ended June 30, 2020, compared with the prior-year same period. The lower SG&A expenses compared to the prior-year same period are primarily driven by lower personnel expenses and research and development expenses, partially offset by higher incentive compensation.

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The following table presents SG&A expenses attributable to sales, research and development and operations costs as strategic services and other SG&A costs as functional services.

	Six Months Ended
	June 30,
(Dollars in thousands)	2020		2019		$ Change		% Change
Strategic services	$	47,111	$	54,847	$	(7,736)	(14.1)	%
Functional services		50,443		48,485		1,958	4.0	%
Incentive compensation		4,091		1,203		2,888	240.1	%
Stock-based compensation		4,942		5,645		(703)	(12.5)	%
Selling, general and administrative expenses	$	106,587	$	110,180	$	(3,593)	(3.3)	%

Restructuring and Impairment Charges

	Six Months Ended
	June 30,
(Dollars in thousands)	2020		2019		$ Change		% Change
Employee severance	$	7,832	$	3,842	$	3,990	103.9	%
Other restructuring costs		1,952		1,955		(3)	(0.2)	%
Restructuring and impairment charges	$	9,784	$	5,797	$	3,987	68.8	%

Restructuring and impairment charges increased in the six months ended June 30, 2020, compared with the prior-year same period. The increase primarily relates to costs associated with our Global Optimization Plan, compared with the prior-year same period. Refer to Note 14 to the consolidated financial statements under Item 1 of this Quarterly Report on Form 10-Q for a discussion of our optimization plans and related costs.

Interest Expense

	Six Months Ended
	June 30,
(Dollars in thousands)	2020		2019		$ Change		% Change
Interest expense	$	12,229	$	12,744	$	(515)	(4.0)	%
Amortization of bank fees		1,795		1,812		(17)	(0.9)	%
Interest swap amortization		(632)		(632)		—	—	%
Interest capitalization		(1,685)		(1,348)		(337)	25.0	%
Interest expense	$	11,707	$	12,576	$	(869)	(6.9)	%

Interest expense decreased in the six months ended June 30, 2020, compared with the prior-year same period. The decrease in interest expense was due to a decrease in the average interest rate and an increase in capitalized interest, partially offset by an increase in the average long-term debt balance during the six months ended June 30, 2020, compared with the prior-year same period.

Income Tax Expense

Income tax expense for the six months ended June 30, 2020 was $5.3 million, or 27.5% of pre-tax income. Income tax expense for the six months ended June 30, 2019 was $5.5 million, or 21.6% of pre-tax income. The tax expense for the six months ended June 30, 2020 and June 30, 2019, as a percentage of pre-tax income, is higher than the U.S. federal statutory income tax rate of 21% primarily as a result of foreign statutory rate differences.

Results of Operations - Segment Information

Comparison of the six months ended June 30, 2020 and 2019

Functional Coatings

	Six Months Ended											Change due to
	June 30,												Volume /
(Dollars in thousands)	2020			2019			$ Change		% Change		Price		Mix		Currency		Other
Segment net sales	$	287,107		$	330,718		$	(43,611)	(13.2)	%	$	567	$	(35,986)	$	(8,192)	$	—
Segment gross profit		83,936			97,537			(13,601)	(13.9)	%		567		(12,434)		(2,423)		689
Gross profit as a % of segment net sales		29.2	%		29.5	%

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Net sales decreased compared with the prior-year same period, primarily driven by lower sales in porcelain enamel, automotive, decoration and industrial products of $15.9 million, $15.1 million, $12.1 million and $11.9 million, respectively, partially mitigated by higher sales in electronic products of $11.4 million. The decrease in net sales was driven by unfavorable volume and mix of $36.0 million and foreign currency impacts of $8.2 million, partially mitigated by increased product pricing of $0.6 million. Gross profit decreased from the prior-year same period primarily due to unfavorable volume and mix of $12.4 million, unfavorable manufacturing costs of $4.7 million and unfavorable foreign currency impacts of $2.4 million, partially offset by favorable raw material costs of $5.3 million and increased product pricing of $0.6 million.

	Six Months Ended
	June 30,
(Dollars in thousands)	2020		2019		$ Change		% Change
Segment net sales by Region
EMEA	$	126,928	$	153,262	$	(26,334)	(17.2)	%
United States		98,888		102,917		(4,029)	(3.9)	%
Asia Pacific		43,489		47,598		(4,109)	(8.6)	%
Latin America		17,802		26,941		(9,139)	(33.9)	%
Total	$	287,107	$	330,718	$	(43,611)	(13.2)	%

The net sales decrease of $43.6 million was primarily driven by lower sales from all regions. The decrease in sales from EMEA was primarily attributable to lower sales of industrial, decoration, automotive and porcelain enamel products of $10.5 million, $7.6 million, $6.1 million and $4.7 million, respectively, partially mitigated by higher sales of electronic products of $2.6 million. The decrease in sales from Latin America was primarily attributable to lower sales of porcelain enamel, automotive, industrial and decoration products of $6.5 million, $1.4 million, $0.7 million and $0.5 million, respectively. The decrease in sales from Asia Pacific was primarily attributable to decreased sales of automotive, decoration porcelain enamel products of $2.5 million, $1.9 million and $1.4 million, respectively, partially mitigated by higher sales of industrial products of $1.7 million. The decrease in sales from the United States was primarily attributable to lower sales of automotive, porcelain enamel, industrial and decoration products of $5.0 million, $3.3 million, $2.4 million and $2.1million, respectively, partially mitigated by higher sales of electronic products of $8.8 million.

Color Solutions

	Six Months Ended											Change due to
	June 30,												Volume /
(Dollars in thousands)	2020			2019			$ Change		% Change		Price		Mix		Currency		Other
Segment net sales	$	170,020		$	193,622		$	(23,602)	(12.2)	%	$	260	$	(20,605)	$	(3,257)	$	—
Segment gross profit		60,772			58,098			2,674	4.6	%		260		(12,009)		(550)		14,973
Gross profit as a % of segment net sales		35.7	%		30.0	%

Net sales decreased compared with the prior-year same period, primarily driven by lower sales of surface technology, pigment and dispersions and colorants products of $14.2 million, $7.6 million and of $1.8 million, respectively. The decrease in net sales was driven by unfavorable volume and mix of $20.6 million and unfavorable foreign currency impacts of $3.3 million, partially mitigated by increased product pricing of $0.3 million. Gross profit increased from the prior-year same period, primarily due to favorable manufacturing costs of $10.4 million, favorable raw material costs of $4.6 million and increased product pricing of $0.3 million, partially offset by unfavorable sales volume and mix of $12.0 million and unfavorable foreign currency impacts of $0.6 million.

	Six Months Ended
	June 30,
(Dollars in thousands)	2020		2019		$ Change		% Change
Segment net sales by Region
United States	$	71,679	$	86,741	$	(15,062)	(17.4)	%
EMEA		65,763		72,611		(6,848)	(9.4)	%
Asia Pacific		18,406		17,836		570	3.2	%
Latin America		14,172		16,434		(2,262)	(13.8)	%
Total	$	170,020	$	193,622	$	(23,602)	(12.2)	%

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The net sales decrease of $23.6 million was driven by lower sales from the United States, EMEA and Latin America, partially offset by higher sales from Asia Pacific. The decrease in sales from the United States was primarily driven by lower sales of surface technology, pigment and dispersions and colorants products of $14.6 million, $0.3 million and $0.2 million, respectively. The decrease in sales from EMEA was primarily attributable to lower sales of pigment and dispersions and colorants products of $5.4 million and $1.4 million, respectively. The decrease in sales from Latin America was attributable to lower sales of pigment products.

Summary of Cash Flows for the six months ended June 30, 2020 and 2019

	Six Months Ended
	June 30,
(Dollars in thousands)	2020		2019		$ Change
Net cash used in operating activities	$	(104,561)	$	(78,949)	$	(25,612)
Net cash provided by investing activities		48,376		5,284		43,092
Net cash provided by financing activities		22,519		20,337		2,182
Effect of exchange rate changes on cash and cash equivalents		(505)		338		(843)
Decrease in cash and cash equivalents	$	(34,171)	$	(52,990)	$	18,819

The following table includes details of net cash provided by operating activities.

	Six Months Ended
	June 30,
(Dollars in thousands)	2020		2019		$ Change
Cash flows from operating activities:
Net income	$	10,969	$	24,987	$	(14,018)
Loss (gain) on sale of assets		506		(1,219)		1,725
Depreciation and amortization		20,854		28,350		(7,496)
Interest amortization		1,795		1,812		(17)
Restructuring and impairment		6,916		6,758		158
Accounts receivable		(51,017)		(70,830)		19,813
Inventories		(34,771)		(15,101)		(19,670)
Accounts payable		(45,089)		(58,472)		13,383
Other current asset, liabilities and adjustments, net		(14,724)		4,766		(19,490)
Net cash used in operating activities	$	(104,561)	$	(78,949)	$	(25,612)

Cash flows from operating activities. Cash flows from operating activities decreased $25.6 million during the six months ended June 30, 2020 compared with the prior-year same period. The decrease in cash from operating activities was primarily due to a decrease in net income of $14.0 million, a decrease in depreciation and amortization of $7.5 million and a decrease in retirement benefits obligations of $6.9 million, partially mitigated by lower cash outflows for net working capital of $13.5 million.

Cash flows used in investing activities. Cash flows from investing activities increased $43.1 million during the six months ended June 30, 2020 compared with the prior-year same period. The increase in cash from investing activities was primarily due to lower cash outflows for capital expenditures of $22.7 million and higher collections of financing receivables from the international receivable sales program (Note 8) of $21.3 million in the six months ended June 30, 2020, compared to the prior-year same period.

Cash flows from financing activities. Cash flows from financing activities increased $2.2 million during the six months ended June 30, 2020 compared with the prior-year same period. Compared to the prior-year same period, cash outflows for the purchase of treasury stock were lower by $25.0 million and net proceeds from loans payable increased by $3.9 million, partially offset by lower net proceeds from the revolving credit facility of $25.9 million.

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Capital Resources and Liquidity

Refer to Note 8 to the consolidated financial statements under Item 1 of this Quarterly Report on Form 10-Q for a discussion of major debt instruments that were outstanding during 2020.

Off Balance Sheet Arrangements

Consignment and Customer Arrangements for Precious Metals.  We use precious metals, primarily silver, in the production of some of our products. We obtain precious metals from financial institutions under consignment agreements. The financial institutions retain ownership of the precious metals and charge us fees based on the amounts we consign and the period of consignment. These fees were $0.6 million for the three months ended June 30, 2020 and 2019 and were $1.7 million for the six months ended June 30, 2020 and 2019. We had on hand precious metals owned by participants in our precious metals program of $77.3 million at June 30, 2020, and $66.2 million at December 31, 2019, measured at fair value based on market prices for identical assets.

The consignment agreements under our precious metals program involve short-term commitments that typically mature within 30 to 90 days of each transaction and are typically renewed on an ongoing basis. As a result, the Company relies on the continued willingness of financial institutions to participate in these arrangements to maintain this source of liquidity. On occasion, we have been required to deliver cash collateral. While no deposits were outstanding at June 30, 2020, or December 31, 2019, we may be required to furnish cash collateral in the future based on the quantity and market value of the precious metals under consignment and the amount of collateral-free lines provided by the financial institutions. The amount of cash collateral required is subject to review by the financial institutions and can be changed at any time at their discretion, based in part on their assessment of our creditworthiness.

Bank Guarantees and Standby Letters of Credit. 

At June 30, 2020, the Company and its subsidiaries had bank guarantees and standby letters of credit issued by financial institutions that totaled $4.2 million. These agreements primarily relate to Ferro’s insurance programs, foreign energy purchase contracts and foreign tax payments.

Liquidity Requirements

Our primary sources of liquidity are available cash and cash equivalents, available lines of credit under the revolving credit facility, and cash flows from operating activities. As of June 30, 2020, we had $70.2 million of cash and cash equivalents. The majority of our cash and cash equivalents were held by foreign subsidiaries. Cash generated in the U.S. is generally used to pay down amounts outstanding under our revolving credit facility and for general corporate purposes, including acquisitions. If needed, we could repatriate the majority of cash held by foreign subsidiaries without the need to accrue and pay U.S. income taxes. We do not anticipate a liquidity need requiring such repatriation of these funds to the U.S.

During the fourth quarter of 2019, we entered into a definitive agreement to sell our Tile Coatings business, which has historically been a part of our Performance Coatings reportable segment. We expect to use the proceeds of the sale to settle long-term obligations.

Our liquidity requirements and uses primarily include debt service, purchase commitments, labor costs, working capital requirements, restructuring expenditures, acquisition costs, capital investments, strategic optimization plans, precious metals cash collateral requirements, and postretirement obligations. We expect to meet these requirements in the long term through cash provided by operating activities and availability under existing credit facilities or other financing arrangements. Cash flows provided by operating activities are primarily driven by earnings before non-cash charges and changes in working capital needs. As of June 30, 2020, we had liquidity of approximately $548.2 million, consisting of cash and availability under our various credit facilities, primarily our revolving credit facility.

The 2018 Revolving Facility subjects us to a customary financial covenant regarding the Company’s maximum leverage ratio. This covenant under our Amended Credit Facility restricts the amount of our borrowings, reducing our flexibility to fund ongoing operations and strategic initiatives.

36

As of June 30, 2020, we were in compliance with our maximum leverage ratio covenant of 4.00x as our actual ratio was 3.03, providing $66.3 million of EBITDA cushion on the leverage ratio, as defined within the Amended Credit Facility. To the extent that economic conditions in key markets deteriorate or we are unable to meet our business projections and EBITDA, as defined within the Amended Credit Facility, falls below approximately $265 million for the most recently ended trailing four quarters, based on reasonably consistent net debt levels with those as of June 30, 2020, we could become unable to maintain compliance with our leverage ratio covenant. In such case, our lenders could demand immediate payment of outstanding amounts and we would need to seek alternate financing sources to pay off such debts and to fund our ongoing operations. Such financing may not be available on favorable terms, if at all.

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

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

Critical Accounting Policies and Their Application

There were no material changes to our critical accounting policies described in “Critical Accounting Policies” within Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2019.

Impact of Newly Issued Accounting Pronouncements

Refer to Note 2 to the condensed consolidated financial statements under Item 1 of this Quarterly Report on Form 10-Q for a discussion of accounting standards we recently adopted or will be required to adopt.

Risk Factors

Certain statements contained here and in future filings with the SEC reflect the Company’s expectations with respect to future performance and constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are subject to a variety of uncertainties, unknown risks and other factors concerning the Company’s operations and business environment, which are difficult to predict and are beyond the control of the Company. Factors that could adversely affect our future financial performance include those described under the heading “Risk Factors” in Item 1A of Part II of this Quarterly Report on Form 10-Q and Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2019.

37

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our exposure to instruments that are sensitive to fluctuations in interest rates and foreign currency exchange rates.

Our exposure to interest rate risk arises from our debt portfolio. We manage this risk by controlling the mix of fixed-rate versus variable-rate debt after considering the interest rate environment and expected future cash flows. To reduce our exposure to interest rate changes on variable-rate debt, we have entered into interest rate swap agreements. These swaps effectively convert a portion of our variable-rate debt to a fixed rate. Our objective is to limit variability in earnings, cash flows and overall borrowing costs caused by changes in interest rates, while preserving operating flexibility.

We operate internationally and enter into transactions denominated in foreign currencies. These transactions expose us to gains and losses arising from exchange rate movements between the dates foreign currencies are recorded and the dates they are settled. We manage this risk by entering into forward currency contracts in an effort to substantially offset these gains and losses.

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

	June 30,		December 31,
(Dollars in thousands)	2020		2019
Variable-rate debt:
Carrying amount(1)	$	825,455	$	801,764
Fair value		804,136		799,750
Increase in annual interest expense from 1% increase in interest rates		2,924		2,656
Decrease in annual interest expense from 1% decrease in interest rates		(2,924)		(2,656)
Fixed-rate debt:
Carrying amount		3,425		3,496
Fair value		1,442		1,557
Change in fair value from 1% increase in interest rates		NM		NM
Change in fair value from 1% decrease in interest rates		NM		NM
Interest rate swaps:
Notional amount		312,816		314,412
Carrying amount and fair value		(27,517)		(14,698)
Change in fair value from 1% increase in interest rates		9,068		11,399
Change in fair value from 1% decrease in interest rates		(4,815)		(10,676)
Cross currency swaps:
Notional amount		339,681		341,419
Carrying amount and fair value		21,246		22,111
Change in fair value from 10% appreciation of U.S. dollar		(34,553)		(34,795)
Change in fair value from 10% depreciation of U.S. dollar		34,553		34,795
Foreign currency forward contracts:
Notional amount		646,218		625,908
Carrying amount and fair value		1,696		601
Change in fair value from 10% appreciation of U.S. dollar		6,273		3,540
Change in fair value from 10% depreciation of U.S. dollar		(7,667)		(4,144)

(1)The carrying value of the term loan facility is net of unamortized debt issuance costs of $4.3 million and $3.9 million for the period ended June 30, 2020 and December 31, 2019, respectively.

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Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Ferro is committed to maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to its management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rule 13a-15(b) of the Exchange Act, Ferro has carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and its Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures. The evaluation examined those disclosure controls and procedures as of June 30, 2020, the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that the disclosure controls and procedures were effective as of June 30, 2020.

Changes in Internal Control over Financial Reporting

During the second quarter of 2020, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We have not observed any material impact to our internal controls over financial reporting despite the fact that many of our employees are working remotely due to the COVID-19 pandemic. We are continually monitoring and assessing the COVID-19 situation on our internal controls to minimize the impact on their design and operating effectiveness.

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PART II — OTHER INFORMATION

Item 1.  Legal Proceedings

In November 2017, Suffolk County Water Authority filed a complaint, Suffolk County Water Authority v. The Dow Chemical Company et al., against the Company and a number of other companies in the U.S. Federal Court for the Eastern District of New York with regard to the product 1,4 dioxane. The plaintiff alleges, among other things, that the Suffolk County water supply is contaminated with 1,4 dioxane and that the defendants are liable for unspecified costs of cleanup and remediation of the water supply, among other damages. The Company has not manufactured 1,4 dioxane since 2008, denies the allegations related to liability for the plaintiff’s claims, and is vigorously defending this proceeding. Since December 2018, additional complaints were filed in the same court by 25 other New York water suppliers against the Company and others making substantially similar allegations regarding the contamination of their respective water supplies with 1,4 dioxane. An additional complaint also was filed by the Hicksville Water District against the Company and others in New York State Supreme Court making substantially similar allegations and seeking damages of $900 million. The Company is likewise vigorously defending these additional actions. The Company currently does not expect the outcome of these proceedings to have a material adverse impact on its consolidated financial condition, results of operations, or cash flows, net of any insurance coverage. However, it is not possible to predict the ultimate outcome of these proceedings due to the unpredictable nature of litigation.

In addition to the proceedings described above, the Company and its consolidated subsidiaries are subject from time to time to various claims, lawsuits, investigations, and proceedings related to products, services, contracts, environmental, health and safety, employment, intellectual property, and other matters, including with respect to divested businesses. The outcome of such matters is unpredictable, our assessment of them may change, and resolution of them could have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows. We do not currently expect the resolution of such matters to materially affect the consolidated financial position, results of operations, or cash flows of the Company.

Item 1A.  Risk Factors

Reference is made to Part 1, Item 1A. “Risk Factors” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The risk factor set forth below updates, and should be read together with, such risk factors. Furthermore, the impact of the novel coronavirus (“COVID-19”) may exacerbate the risks discussed therein, any of which could have a material effect on the Company.

COVID-19 has spread around the world, including in Asia, Europe, the Middle East, and North and South America, all of which are regions in which Ferro has operations. The spread of COVID-19 has resulted in authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place orders, and business shutdowns. The measures taken by the authorities have impacted and may further impact certain of our workforce and operations, the operations of our customers, and those of our vendors and suppliers. There is considerable uncertainty regarding measures that authorities may implement in the future, which may restrict our operations and those of our suppliers and customers and disrupt logistics and other supply and distribution service providers. The spread of COVID-19 has caused us to modify certain of our business practices with respect to certain products (including site operations, employee workplace practices, travel, and participation in meetings, events, and conferences), and we may take further actions as required or recommended by authorities or deemed to be in the best interests of our employees and business partners. There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus, and our ability to perform critical functions could be adversely affected. These circumstances could negatively impact our business, results of operations, financial condition and cash flows.

The degree to which COVID-19 will impact our results depends on many factors, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity, actions to contain the virus or limit its impact, and the speed and extent to which normal economic and operating conditions resume. Even after the COVID-19 outbreak has subsided, we may experience material adverse impacts to our business as a result of the economic impact and any recession or other macroeconomic weakness that may occur.

40

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

Our Board of Directors has not declared any dividends on common stock during 2020 or 2019. The Company’s Amended Credit Facility restricts the amount of dividends we can pay on our common stock. Any future dividends declared would be at the discretion of our Board of Directors and would depend on our financial condition, results of operations, cash flows, contractual obligations, the terms our financing agreements at the time a dividend is considered, and other relevant factors.

The following table summarizes purchases of our common stock by the Company and affiliated purchasers during the three months ended June 30, 2020:

				Total Amount of		Maximum Dollar
				Shares Purchased		Amount that May
	Total Number			as Part of Publicly		Yet Be Purchased
	of Shares	Average Price		Announced Plans		Under the Plans
(Dollars in thousands, except for per share amounts)	Purchased	Paid per Share		or Programs		or Programs
April 1, 2020 to April 30, 2020	—	$	—	$	—	$	46,192,535
May 1, 2020 to May 31, 2020	—	$	—	$	—	$	46,192,535
June 1, 2020 to June 30, 2020	—	$	—	$	—	$	46,192,535
Total	—			$	—

Item 3.  Defaults Upon Senior Securities

Not applicable.

Item 4.  Mine Safety Disclosures

Not applicable.

Item 5.  Other Information

Not applicable.

Item 6.  Exhibits

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

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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:	August 4, 2020
		/s/ Peter T. Thomas
		Peter T. Thomas
		Chairman, President and Chief Executive Officer (Principal Executive Officer)
Date:	August 4, 2020
		/s/ Benjamin J. Schlater
		Benjamin J. Schlater
		Group Vice President and Chief Financial Officer (Principal 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.

Exhibit:

3	Articles of incorporation and by-laws:
3.1	Eleventh Amended Articles of Incorporation of Ferro Corporation (incorporated by reference to Exhibit 4.1 to Ferro Corporation’s Registration Statement on Form S‑3, filed March 5, 2008).
3.2	Certificate of Amendment to the Eleventh Amended Articles of Incorporation of Ferro Corporation filed December 29, 1994 (incorporated by reference to Exhibit 4.2 to Ferro Corporation’s Registration Statement on Form S‑3, filed March 5, 2008).
3.3	Certificate of Amendment to the Eleventh Amended Articles of Incorporation of Ferro Corporation filed on June 23, 1998 (incorporated by reference to Exhibit 4.3 to Ferro Corporation’s Registration Statement on Form S‑3, filed March 5, 2008).
3.4	Certificate of Amendment to the Eleventh Amended Articles of Incorporation of Ferro Corporation filed on October 17, 2011 (incorporated by reference to Exhibit 3.1 to Ferro Corporation’s Current Report on Form 8-K, filed October 17, 2011).
3.5	Certificate of Amendment to the Eleventh Amended Articles of Incorporation of Ferro Corporation filed on April 25, 2014 (incorporated by reference to Exhibit 3.5 to Ferro’s Quarterly Report on Form 10-Q, for the quarter ended June 30, 2014).
3.6	Ferro Corporation Amended and Restated Code of Regulations (incorporated by reference to Exhibit 3.1 to Ferro Corporation's current Report on Form 8-K filed December 12, 2016).
10	Material Contracts:
10.1	Third Amendment, dated May 4, 2020, to 2017 Credit Agreement by and among Ferro Corporation, PNC Bank, National Association as the administrative agent and collateral agent and various financial institutions as lenders (filed herewith).
31	Certifications:
31.1	Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a).
31.2	Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a).
32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. 1350.
32.2		Certification of Principal Financial Officer Pursuant to 18 U.S.C. 1350.
101		Inline XBRL Documents:
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Schema Document
101.CAL		Inline XBRL Calculation Linkbase Document
101.LAB		Inline XBRL Labels Linkbase Document
101.PRE		Inline XBRL Presentation Linkbase Document
101.DEF		Inline XBRL Definition Linkbase Document
104		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, formatted in Inline XBRL and contained in Exhibit 101.

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EX-10.1

EXHIBIT 10.1

ThIRD amendment to CREDIT AGREEMENT

This Third Amendment dated as of May 4, 2020 to Credit Agreement (this “Amendment”) is entered into by and among Ferro Corporation, an Ohio corporation (the “Company”), the Subsidiaries of the Company listed on the signature pages hereto (the “U.S. Obligors”), the several banks and other financial institutions or entities as Lenders constituting at least the Required Lenders under the Existing Credit Agreement (as defined below) and PNC Bank, National Association (“PNC”), as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”).  Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Existing Credit Agreement referred to below.

W I T N E S S E T H:

WHEREAS, the Company, certain Subsidiaries of the Company from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, the Collateral Agent, the Issuers and the Syndication Agent have entered into the Credit Agreement, dated as of February 14, 2017 (together with all exhibits and schedules attached thereto, as amended by the First Amendment to Credit Agreement, dated as of April 25, 2018, as further amended by the Second Amendment to Credit Agreement, dated as of November 5, 2018, and as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement” as amended by this Amendment, the “Credit Agreement”);

WHEREAS, the Company has requested, pursuant to Section 10.1 of the Existing Credit Agreement, that the Existing Credit Agreement be amended to, among other things, permit the Disposition by the Company of its tile coating business to Pigments Spain, S.L. (the “Purchaser”) pursuant to that certain Asset and Stock Purchase Agreement, dated as of December 15, 2019, between the Company and the Purchaser;

WHEREAS, each Lender that executes and delivers a signature page to this amendment (a “Lender Consent”) (each Revolving Lender consenting to the amendments set forth herein, a “Consenting Revolving Lender” and each Term Loan Lender consenting to the amendments set forth herein, a “Consenting Term Loan Lender”) will be deemed to have agreed to the terms of this Amendment and consent to the Disposition of the Tile Coating Business subject to the terms and conditions set forth in this Amendment;

WHEREAS, each U.S. Obligor party hereto (collectively, the “Reaffirming Parties”, and each, a “Reaffirming Party”) expects to realize substantial direct and indirect benefits as a result of this Amendment becoming effective and the consummation of the transactions contemplated hereby and agrees to reaffirm its obligations pursuant to the Credit Agreement, the Security Documents, and the other Loan Documents to which it is a party; and

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Article I
AMENDMENT TO CREDIT AGREEMENT

1.1. Amendment of Existing Credit Agreement. Pursuant to Section 10.1 of the Credit Agreement, the Company, the Lenders party hereto constituting at least the Required Lenders under the Existing Credit Agreement, the Administrative Agent and other parties party hereto agree that on the Third Amendment Effective Date (as defined below):

(a) Section 1.1 of the Existing Credit Agreement shall hereby be amended by adding the following definitions in appropriate alphabetical order:

“BHC Act Affiliate” means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of a party.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Covered Entity” means (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party” is defined in Section 10.27.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support” is defined in Section 10.27.

“Supported QFC” is defined in in Section 10.27.

“Tile Coatings Business Disposition” means the Disposition by the Company of its tile coating business to Pigments Spain, S.L. pursuant to that certain Asset and Stock Purchase Agreement, dated as of December 15, 2019, between the Company and Pigments Spain, S.L., and as in effect on May 4, 2020.

“U.S. Special Resolution Regimes” is defined in in Section 10.27.

(b) Section 1.1 of the Existing Credit Agreement shall hereby be amended by amending and restating the definition of “Net Disposition Proceeds” in its entirety as follows”

“Net Disposition Proceeds” means, with respect to any Disposition by the Company, its U.S. Subsidiaries or any Subsidiary Guarantor pursuant to clauses (c) and (j) of Section 7.2.8 and any cash payment received in respect of promissory notes or other non-cash consideration delivered to the Company or such Subsidiary in respect thereof, the excess of (a) the gross cash proceeds received by the Company or such Subsidiary over (b) the sum of (i) all reasonable and customary legal, investment banking, brokerage and accounting fees and expenses incurred in connection with such Disposition, (ii) all taxes actually paid or accrued by the Company to be payable in cash in connection with such Disposition, (iii) all pension obligations retained by the Company in connection with such Disposition and (iv) payments made by the Company or such Subsidiary to retire Indebtedness (other than the Credit Extensions) where payment of such Indebtedness is required in connection with such Disposition; provided,that if the amount of any accrued taxes pursuant to clause (ii) exceeds the amount of taxes actually required to be paid in cash in respect of such Disposition, the aggregate amount of such excess shall constitute Net Disposition Proceeds.”

(c) Section 1.1 of the Existing Credit Agreement shall hereby be amended by amending and restating the definition of “Patriot Act Disclosures” in its entirety as follows:

“Patriot Act Disclosures” means all documentation and other information which a Lender, if subject to the Patriot Act and/or the Beneficial Ownership Regulation, is required to provide pursuant to the applicable section of the Patriot Act or the Beneficial Ownership Regulation, as applicable, and which required documentation and information the Administrative Agent reasonably requests in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation.  For the avoidance of doubt, any requirement to deliver a Beneficial Ownership Certification or to provide notices or information with respect thereto shall apply only to any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation.”

(d) Article I of the Existing Credit Agreement is hereby amended by adding a new Section 1.8 (Divisions) after Section 1.7, which shall read as follows:

“SECTION 1.8Divisions.  For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its equity interests at such time.”

(e) Section 3.1.1(g) of the Existing Credit Agreement shall hereby be amended and restated in its entirety as follows:

“(g)With respect to Net Disposition Proceeds and Net Casualty Proceeds, within ten Business Days following receipt by the Company or any Subsidiary of any Net Disposition Proceeds resulting from Dispositions made pursuant to Section 7.2.8(c),Section 7.2.8(j) or any Net Casualty Proceeds in excess of a cumulative amount of $1,000,000 in any Fiscal Year, the Company shall deliver to the Administrative Agent a calculation of the amount of such proceeds and the Company shall make, or cause to be made, a mandatory prepayment of the Loans as set forth in Section 3.1.2 in an amount equal to the Applicable Net Proceeds Percentage of such Net Disposition Proceeds or Net Casualty Proceeds; provided, that upon written notice by the Company to the Administrative Agent not more than ten Business Days following receipt of any Net Disposition Proceeds resulting from a Disposition or series of related Dispositions or receipt of any Net Casualty Proceeds (in each case, so long as no Event of Default has occurred and is continuing), such proceeds may be retained by the Company and its Subsidiaries (which retained proceeds (i) shall be excluded from the prepayment requirements of this clause and (ii) may, in the Company’s discretion, be used to repay the outstanding Revolving Loans without a corresponding permanent reduction of the Revolving Loan Commitment Amount pending reinvestment in accordance with the terms hereof) if:

(i)the Company informs the Administrative Agent in such notice of its good faith intention to apply (or cause one or more of its Subsidiaries to apply) such Net Disposition Proceeds or Net Casualty Proceeds to the acquisition of other assets or properties; and

(ii)within one year calendar following the date of receipt of such Net Disposition Proceeds or such Net Casualty Proceeds, such proceeds are applied or committed to such application.

The amount of such retained Net Disposition Proceeds or retained Net Casualty Proceeds unused or uncommitted after such one-year period shall be applied to prepay the Loans as set forth in Section 3.1.2.  Notwithstanding the foregoing, in the event that the application of Net Disposition Proceeds or Net Casualty Proceeds by any Foreign Subsidiary to repay the Loans as required by this clause would result in a materially increased Tax liability for the Company (as reasonably

determined by the Company in consultation with the Administrative Agent), such Foreign Subsidiary shall not be required to apply such Net Disposition Proceeds or such Net Casualty Proceeds to prepay the Loans.”

(f) Section 6.13 of the Existing Credit Agreement shall be amended by adding the following sentence at the end of the section:

“The information included in the Beneficial Ownership Certification is true and correct in all respects.”

(g) Section 7.1.1(i) of the Existing Credit Agreement shall hereby be amended by removing the word “and”.

(h) Section 7.1.1.(j) of the Existing Credit Agreement shall hereby be amended by replacing the period at the end of the clause with “; and”

(i) Section 7.1.1 of the Existing Credit Agreement shall hereby be amended by adding a clause (k) that shall read:

“(k) promptly notify the Agents of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification.”

(j) Section 7.2.8(h) of the Existing Credit Agreement shall hereby be amended by removing the word “and”.

(k) Section 7.2.8(i) of the Existing Credit Agreement shall hereby be amended by replacing the period at the end of the clause with “; and”.

(l) Section 7.2.8 of the Existing Credit Agreement shall hereby be amended by adding a clause (j) that shall read:

“(j)the Tile Coatings Business Disposition so long as (i) the consideration received in connection with such Disposition consists of not less than 75% in cash (including cash equivalents) and (ii) the Net Disposition Proceeds from such Disposition are applied pursuant to Sections 3.1.1 and 3.1.2.”

(m) Section 10.8 of the Existing Credit Agreement shall be amended by adding the following sentence at the end of the section:

“The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement and any other Loan Document (including, without limitation, any Assignment Agreement) to be signed in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the Administrative Agent to accept electronic signatures in any form or format without its prior written consent.”

(n) Article X of the Existing Credit Agreement is hereby amended by adding a new Section 10.27 (Acknowledgement and Consent Regarding Any Supported QFCs) after Section 10.26, which shall read as follows:

“SECTION 10.27Acknowledgement Regarding Any Supported QFCs

.  To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and, each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of suchSupported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States).  In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States.  In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States.  Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.”

Article II
CONDITIONS TO EFFECTIVENESS

The effectiveness of this Amendment is subject to the satisfaction (or written waiver) of the following conditions (the date of satisfaction of such conditions being referred to herein as the “Third Amendment Effective Date”):

2.1. This Amendment shall have been duly executed by the Company, the Lenders constituting at least the Required Lenders under the Existing Credit Agreement (through the execution and delivery of a Lender Consent), and the Administrative Agent, and delivered to the Administrative Agent;

2.2. All payments and expenses required to be paid hereunder or pursuant to that certain Engagement Letter, dated as of March 31, 2020, by and between the Borrower, PNC Capital Markets LLC and Deutsche Bank Securities Inc. shall have been paid in full in cash or will be paid in full in cash on the Third Amendment Effective Date, including, without limitation, all reasonable and documented out-of-pocket expenses incurred by PNC Capital Markets LLC, Deutsche Bank Securities Inc., the Administrative Agent and their respective Affiliates in connection with the execution and delivery of this Amendment, in each case to the extent required by Section 10.3 of the Credit Agreement;

2.3. Substantially concurrently with the Third Amendment Effective Date, the Borrower shall have paid to the Administrative Agent (i) for the account of each Consenting Revolving Lender, a non-refundable payment in an amount equal to $5,000, which payment shall be earned, due and payable on the Third Amendment Effective Date and (ii) for the account of each Consenting Term Loan Lender, a non-refundable one-time payment

in an amount equal to 0.125% of the aggregate principal amount of such Consenting Term Loan Lender’s outstanding Term Loans, which payment shall be earned, due and payable on the Third Amendment Effective Date;

2.4. The Administrative Agent shall have received with respect to the Company (i) a copy of a good standing certificate, dated a date reasonably close to the Third Amendment Effective Date, for the Company and (ii) a certificate, dated as of the Third Amendment Effective Date, duly executed and delivered by the Company’s Secretary or Assistant Secretary, any director, managing member or general partner, as applicable, as to (A) resolutions of the Company’s board of directors then in full force and effect authorizing the execution, delivery and performance of this Amendment and any related Loan Documents and the transactions contemplated hereby and thereby, (B) the incumbency and signatures of those of its officers, directors, managing member or general partner, as applicable, authorized to act with respect to this Amendment and each Loan Document to be executed by the Company, and (C) the full force and validity of each Organic Document of the Company (and copies of all amendments thereof, if any, since the First Amendment Effective Date), upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, any director, managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of the Company;

2.5. No Default or Event of Default has occurred and is continuing on the Third Amendment Effective Date both before and immediately after giving effect to this Amendment; and

2.6. The representations and warranties set forth in each Loan Document shall, in each case, be true and correct in all material respects (or in all respects if qualified by materiality or Material Adverse Effect) with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or in all respects if qualified by materiality or Material Adverse Effect) as of such earlier date).

Article III
REPRESENTATIONS AND WARRANTIES

To induce the other parties hereto to enter into this Amendment, the Company and the U.S. Obligors represent and warrant to each of the Lenders, the Administrative Agent and the Collateral Agent that, as of the Third Amendment Effective Date:

3.1. This Amendment has been duly authorized, executed and delivered by the Company and the U.S. Obligors, and this Amendment and the Credit Agreement (after giving effect to this Amendment) constitute the Company’s and each U.S. Obligor’s, as applicable, legal, valid and binding obligation, enforceable against it in accordance with its terms, (except in any case, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity, regardless of whether considered in a proceeding in equity or at law);

3.2. The representations and warranties set forth in the Credit Agreement and each other Loan Document are, in each case after giving effect to this Amendment, true and correct in all material respects (or in all respects if qualified by materiality or Material Adverse Effect) on and as of the date hereof and the Third Amendment Effective Date, unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or in all respects if qualified by materiality or Material Adverse Effect) as of such earlier date;

3.3. No Default or Event of Default has occurred and is continuing; and

3.4. The execution, delivery and performance by the Company and each U.S. Obligor of this Amendment and the other Loan Documents to which it is a party do not (x) contravene (A) the Company’s or any U.S. Obligors’ Organic Documents, (B) any court decree or order binding on or affecting the Company or any U.S. Obligor or (C) any law or governmental regulation binding on or affecting the company or any U.S. Obligor or (y) result in (A) or require the creation or imposition of, any Lien on the Company’s or any U.S. Obligor’s properties

(except as permitted by the Credit Agreement) or (B) a default under any contractual restriction binding on or affecting the Company or any U.S. Obligor.

Article IV
EFFECTS ON LOAN DOCUMENTS

Except as specifically amended herein or contemplated hereby, all Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.  Except as specifically amended herein or contemplated hereby, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Loan Documents.  The Company and each U.S. Obligor acknowledges and agrees that, on and after the Third Amendment Effective Date, this Amendment and each of the other Loan Documents to be executed and delivered by the Company and the U.S. Obligors in connection herewith shall constitute a Loan Document for all purposes of the Credit Agreement.  On and after the Third Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Existing Credit Agreement, and each reference in the other Loan Documents to “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Existing Credit Agreement shall mean and be a reference to the Credit Agreement, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument.  Nothing herein shall be deemed to entitle any Borrower to a further consent to, or a further waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. 

Article V
MISCELLANEOUS

5.1. Indemnification.  The Company hereby confirms that the indemnification provisions set forth in Section 10.4 of the Credit Agreement shall apply to this Amendment and the transactions contemplated hereby.

5.2. Amendments; Execution in Counterparts; Severability. 

(a) This Amendment may not be amended nor may any provision hereof be waived except pursuant to a writing signed by the Company, the Lenders party hereto and the Administrative Agent, in each case to the extent required by the Credit Agreement; and

(b) To the extent any provision of this Amendment is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in such jurisdiction, without prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of this Amendment in any jurisdiction.

5.3. Reaffirmation.  Each Reaffirming Party, as party to the Credit Agreement, the Subsidiary Guaranty, the Security Documents and the other Loan Documents (in each case, to which such Reaffirming Party is a party) and as amended, supplemented or otherwise modified from time to time, hereby (i) acknowledges and agrees that all of its obligations under the Credit Agreement, the Security Documents and the other Loan Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) ratifies and reaffirms (A) each Lien granted by it to the Collateral Agent for the benefit of the Secured Parties, (B) any guaranties made by it pursuant to the Subsidiary Guaranty, the Credit Agreement and the other Loan Documents and (C) the validity and enforceability of all of such Liens and security interests heretofore granted, pursuant to and in connection with the Subsidiary Guaranty, the Security Documents or any other Loan Document to Collateral Agent, on behalf and for the benefit of each Secured Party, as collateral security for the obligations under the Loan Documents in accordance with their respective terms and (iii) acknowledges and agrees that the grants of security interests by the Company and the U.S. Obligors contained in the Security Agreement and any other Security Document shall remain, in full force and effect after giving effect to this Amendment. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit

Agreement or the other Loan Documents, which shall remain in full force and effect, except to any extent modified hereby.

5.4. Administrative Agent.  The Company acknowledges and agrees that PNC, in its capacity as administrative agent under the Credit Agreement, will continue to serve as Administrative Agent under this Amendment and under the Credit Agreement.

5.5. Governing Law; Waiver of Jury Trial; Jurisdiction.  This Amendment shall be construed in accordance with and governed by the law of the State of New York.  Each party hereto agrees that the provisions of Sections 10.9, 10.13 and 10.14 of the Credit Agreement are incorporated herein by reference, mutatis mutandis.  

5.6. Cross-References.  References in this Amendment to any Article or Section are, unless otherwise specified, to such Article or Section of this Amendment.

5.7. Loan Document Pursuant to Credit Agreement.  This Amendment is a Loan Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with all of the terms and provisions of the Credit Agreement, as amended hereby, including Article X thereof.

5.8. Successors and Assigns.  This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

5.9. Headings.  Section headings in this Amendment are included herein for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.

5.10. Counterparts.  This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Signatures delivered by facsimile or PDF or other electronic means shall have the same force and effect as manual signatures delivered in person.    The words “execution”, “signed”, “signature,” and words of like import in this Amendment shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature of the use of paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law or regulation, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers as of the day and year first above written.

FERRO CORPORATION

By: /s/ Benjamin J. Schlater

Name: Benjamin J. Schlater

Title: Group VP & CFO

FERRO EUROPE HOLDINGS LLC

By: /s/ Richard Shuttie

Name: Richard Shuttie

Title: Managing Director

FERRO ELECTRONIC MATERIALS INC.

By: /s/ Richard Shuttie

Name: Richard Shuttie

Title: Director, President & Treasurer

FERRO INTERNATIONAL SERVICES INC.

By: /s/ Richard Shuttie

Name: Richard Shuttie

Title: Director, President & Treasurer

CATAPHOTE CONTRACTING COMPANY

By: /s/ Richard Shuttie

Name: Richard Shuttie

Title: Director, President & Treasurer

THE FERRO ENAMEL SUPPLY COMPANY

By: /s/ Richard Shuttie

Name: Richard Shuttie

Title: Director, President & Treasurer

FERRO FAR EAST, INC.

By: /s/ Richard Shuttie

Name: Richard Shuttie

Title: Director, President & Treasurer

PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, an Issuer and a Lender

By: /s/ Scott A. Nolan

Name: Scott A. Nolan

Title: Senior Vice President

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(a)/15d-14(a)

I, Peter T. Thomas, certify that:

1. I have reviewed this report on Form 10-Q of Ferro Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/   Peter T. Thomas                                                

Peter T. Thomas

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

Date: August 4, 2020

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a)/15d-14(a)

I, Benjamin J. Schlater, certify that:

1. I have reviewed this report on Form 10-Q of Ferro Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/   Benjamin J. Schlater

Benjamin J. Schlater

Group Vice President and Chief Financial Officer

(Principal Financial Officer)

Date: August 4, 2020

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. 1350

In connection with the Form 10-Q (the “Report”) of Ferro Corporation (the “Company”) for the period ending June 30, 2020, I, Peter T. Thomas, Chairman, President and Chief Executive Officer of the Company, certify that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/   Peter T. Thomas                                                

Peter T. Thomas

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

Date: August 4, 2020

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. 1350

In connection with the Form 10-Q (the “Report”) of Ferro Corporation (the “Company”) for the period ending June 30, 2020, I, Benjamin J. Schlater,  Group Vice President and Chief Financial Officer of the Company, certify that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/   Benjamin J. Schlater

Benjamin J. Schlater

Group Vice President and Chief Financial Officer

Date: August 4, 2020

XML

Document And Entity Information	6 Months Ended
	Jun. 30, 2020 shares
Document And Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2020
Document Transition Report	false
Entity File Number	1-584
Entity Registrant Name	FERRO CORPORATION
Entity Incorporation State Country Code	OH
Entity Tax Identification Number	34-0217820
Entity Address Address Line One	6060 Parkland Boulevard
Entity Address Address Line Two	Suite 250
Entity Address City Or Town	Mayfield Heights
Entity Address State Or Province	OH
Entity Address Postal Zip Code	44124
City Area Code	216
Local Phone Number	875-5600
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Title of 12(b) Security	Common Stock, par value $1.00
Trading Symbol	FOE
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding	82,250,817
Amendment Flag	false
Entity Central Index Key	0000035214
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2020
Current Fiscal Year End Date	--12-31

XML

Condensed Consolidated Statements Of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Condensed Consolidated Statements Of Operations [Abstract]
Net sales	$ 204,801	$ 260,958	$ 457,127	$ 524,340
Cost of sales	141,057	181,828	312,645	367,351
Gross profit	63,744	79,130	144,482	156,989
Selling, general and administrative expenses	50,541	53,249	106,587	110,180
Restructuring and impairment charges	8,619	4,057	9,784	5,797
Other expense (income):
Interest expense	6,177	6,281	11,707	12,576
Interest earned	(307)	(832)	(561)	(1,643)
Foreign currency losses (gains), net	1,143	2,043	(172)	4,007
Miscellaneous expense (income), net	(703)	318	(2,166)	364
Income (loss) before income taxes	(1,726)	14,014	19,303	25,708
Income tax expense	200	2,653	5,317	5,546
Income (loss) from continuing operations	(1,926)	11,361	13,986	20,162
Income (loss) from discontinued operations, net of income taxes	(3,238)	(252)	(3,017)	4,825
Net income (loss)	(5,164)	11,109	10,969	24,987
Less: Net income attributable to noncontrolling interests	376	238	386	512
Net income (loss) attributable to Ferro Corporation common shareholders	$ (5,540)	$ 10,871	$ 10,583	$ 24,475
Basic earnings (loss):
Continuing operations	$ (0.03)	$ 0.13	$ 0.17	$ 0.24
Discontinued operations	(0.04)		(0.04)	0.06
Basic earnings	(0.07)	0.13	0.13	0.30
Diluted earnings (loss):
Continuing operations	(0.03)	0.13	0.16	0.23
Discontinued operations	(0.04)		(0.04)	0.06
Diluted earnings	$ (0.07)	$ 0.13	$ 0.12	$ 0.29

XML

Condensed Consolidated Statements Of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Condensed Consolidated Statements Of Comprehensive Income (Loss) [Abstract]
Net income (loss)	$ (5,164)	$ 11,109	$ 10,969	$ 24,987
Other comprehensive income (loss), net of income tax:
Foreign currency translation income (loss)	3,857	3,873	(14,509)	7,381
Cash flow hedging instruments, unrealized loss	(1,560)	(7,349)	(10,600)	(11,663)
Other comprehensive income (loss), net of income tax	2,297	(3,476)	(25,109)	(4,282)
Total comprehensive income (loss)	(2,867)	7,633	(14,140)	20,705
Less: Comprehensive income attributable to noncontrolling interests	340	122	256	502
Comprehensive income (loss) attributable to Ferro Corporation	$ (3,207)	$ 7,511	$ (14,396)	$ 20,203

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019
Current assets
Cash and cash equivalents	$ 62,031	$ 96,202
Accounts receivable, net	133,349	139,333
Inventories	290,659	264,476
Other receivables	71,913	69,365
Other current assets	19,072	22,373
Current assets held-for-sale	279,576	291,420
Total current assets	856,600	883,169
Other assets
Property, plant and equipment, net	296,290	302,672
Goodwill	171,545	172,209
Intangible assets, net	122,024	127,815
Deferred income taxes	101,114	98,714
Operating leased assets	15,042	20,088
Other non-current assets	75,211	72,023
Non-current assets held-for-sale	157,389	157,931
Total assets	1,795,215	1,834,621
Current liabilities
Loans payable and current portion of long-term debt	20,379	8,703
Accounts payable	117,856	138,799
Accrued payrolls	27,799	27,447
Accrued expenses and other current liabilities	76,685	73,016
Current liabilities held-for-sale	103,466	133,780
Total current liabilities	346,185	381,745
Other liabilities
Long-term debt, less current portion	810,793	798,862
Postretirement and pension liabilities	168,643	174,021
Operating leased non-current liabilities	9,716	14,474
Other non-current liabilities	60,037	56,976
Non-current liabilities held-for-sale	39,186	38,341
Total liabilities	1,434,560	1,464,419
Ferro Corporation shareholders' equity:
Common stock, par value $1 per share; 300.0 million shares authorized; 93.4 million shares issued; 82.3 million and 82.0 million shares outstanding at June 30, 2020, and December 31, 2019, respectively	93,436	93,436
Paid-in capital	293,645	294,543
Retained earnings	272,599	262,016
Accumulated other comprehensive loss	(134,355)	(109,376)
Common shares in treasury, at cost	(174,752)	(180,243)
Total Ferro Corporation shareholders' equity	350,573	360,376
Noncontrolling interests	10,082	9,826
Total equity	360,655	370,202
Total liabilities and equity	$ 1,795,215	$ 1,834,621

XML

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2020	Dec. 31, 2019
Condensed Consolidated Balance Sheets [Abstract]
Common stock, par value	$ 1	$ 1
Common stock, shares authorized	300,000,000.0	300,000,000.0
Common stock, shares issued	93,400,000	93,400,000
Common stock, shares outstanding	82,300,000	82,000,000.0

XML

Condensed Consolidated Statements Of Equity - USD ($) shares in Thousands, $ in Thousands	Common Shares in Treasury [Member]	Common Stock [Member]	Paid-in Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Loss [Member]	Non-controlling Interests [Member]	Total
Beginning Balances at Dec. 31, 2018	$ (165,545)	$ 93,436	$ 298,123	$ 255,978	$ (105,361)	$ 9,218	$ 385,849
Beginning Balances, shares at Dec. 31, 2018	10,433
Net income (loss)				13,604		274	13,878
Other comprehensive income (loss)					(912)	106	(806)
Purchase of treasury stock	$ (25,000)						(25,000)
Purchase of treasury stock, shares	1,441
Stock-based compensation transactions	$ 8,422		(6,446)				1,976
Stock-based compensation transactions, shares	(370)
Ending Balances at Mar. 31, 2019	$ (182,123)	93,436	291,677	269,582	(106,273)	9,598	375,897
Ending Balances, shares at Mar. 31, 2019	11,504
Beginning Balances at Dec. 31, 2018	$ (165,545)	93,436	298,123	255,978	(105,361)	9,218	385,849
Beginning Balances, shares at Dec. 31, 2018	10,433
Net income (loss)							24,987
Other comprehensive income (loss)							(4,282)
Ending Balances at Jun. 30, 2019	$ (182,086)	93,436	293,858	280,453	(109,633)	9,066	385,094
Ending Balances, shares at Jun. 30, 2019	11,503
Beginning Balances at Mar. 31, 2019	$ (182,123)	93,436	291,677	269,582	(106,273)	9,598	375,897
Beginning Balances, shares at Mar. 31, 2019	11,504
Net income (loss)				10,871		238	11,109
Other comprehensive income (loss)					(3,360)	(116)	(3,476)
Stock-based compensation transactions	$ 37		2,181				2,218
Stock-based compensation transactions, shares	(1)
Distributions to noncontrolling interests						(654)	(654)
Ending Balances at Jun. 30, 2019	$ (182,086)	93,436	293,858	280,453	(109,633)	9,066	385,094
Ending Balances, shares at Jun. 30, 2019	11,503
Beginning Balances at Dec. 31, 2019	$ (180,243)	93,436	294,543	262,016	(109,376)	9,826	370,202
Beginning Balances, shares at Dec. 31, 2019	11,431
Net income (loss)				16,123		10	16,133
Other comprehensive income (loss)					(27,312)	(94)	(27,406)
Stock-based compensation transactions	$ 5,332		(2,723)				2,609
Stock-based compensation transactions, shares	(238)
Ending Balances at Mar. 31, 2020	$ (174,911)	93,436	291,820	278,139	(136,688)	9,742	361,538
Ending Balances, shares at Mar. 31, 2020	11,193
Beginning Balances at Dec. 31, 2019	$ (180,243)	93,436	294,543	262,016	(109,376)	9,826	370,202
Beginning Balances, shares at Dec. 31, 2019	11,431
Net income (loss)							10,969
Other comprehensive income (loss)							(25,109)
Ending Balances at Jun. 30, 2020	$ (174,752)	93,436	293,645	272,599	(134,355)	10,082	360,655
Ending Balances, shares at Jun. 30, 2020	11,185
Beginning Balances at Mar. 31, 2020	$ (174,911)	93,436	291,820	278,139	(136,688)	9,742	361,538
Beginning Balances, shares at Mar. 31, 2020	11,193
Net income (loss)				(5,540)		376	(5,164)
Other comprehensive income (loss)					2,333	(36)	2,297
Stock-based compensation transactions	$ 159		1,825				1,984
Stock-based compensation transactions, shares	(8)
Ending Balances at Jun. 30, 2020	$ (174,752)	$ 93,436	$ 293,645	$ 272,599	$ (134,355)	$ 10,082	$ 360,655
Ending Balances, shares at Jun. 30, 2020	11,185

XML

Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Cash flows from operating activities
Net cash used in operating activities	$ (104,561)	$ (78,949)
Cash flows from investing activities
Capital expenditures for property, plant and equipment and other long-lived assets	(14,982)	(37,634)
Collections of financing receivables	62,580	41,271
Business acquisitions, net of cash acquired		(251)
Other investing activities	778	1,898
Net cash provided by investing activities	48,376	5,284
Cash flows from financing activities
Net borrowings under loans payable	11,420	7,528
Principal payments on term loan facility - Amended Credit Facility	(4,100)	(4,100)
Proceeds from revolving credit facility - Amended Credit Facility	360,000	165,420
Principal payments on revolving credit facility - Amended Credit Facility	(343,383)	(122,943)
Purchase of treasury stock		(25,000)
Other financing activities	(1,418)	(568)
Net cash provided by financing activities	22,519	20,337
Effect of exchange rate changes on cash and cash equivalents	(505)	338
Decrease in cash and cash equivalents	(34,171)	(52,990)
Cash and cash equivalents at beginning of period	104,402	104,301
Cash and cash equivalents at end of period	70,231	51,311
Less: Cash and cash equivalents of discontinued operations at end of period	8,200	8,200
Cash and cash equivalents of continuing operations at end of period	62,031	43,111
Cash paid during the period for:
Interest	16,736	16,957
Income taxes	$ 7,722	$ 8,251

XML

Basis Of Presentation

6 Months Ended

Jun. 30, 2020

Basis Of Presentation [Abstract]

Basis Of Presentation

1.    Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Ferro Corporation (“Ferro,” “we,” “us” or “the Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X. These statements reflect all normal and recurring adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the periods presented. The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2019.

We produce our products primarily in the Europe, Middle East and Africa (“EMEA”) region, the United States (“U.S.”), the Asia Pacific region, and Latin America.

Operating results for the three and six months ended June 30, 2020, are not necessarily indicative of the results expected in subsequent quarters or for the full year ending December 31, 2020.

During the fourth quarter of 2019, substantially all of the assets and liabilities of our Tile Coatings business were classified as held-for-sale in the accompanying consolidated balance sheets. As further discussed in Note 4, we entered into a definitive agreement to sell our Tile Coatings business, which has historically been included in the Performance Coatings reportable segment. Therefore, the associated operating results, net of income tax, have been classified as discontinued operations in the accompanying consolidated statements of operations for all periods presented. Throughout this Quarterly Report on Form 10-Q, with the exception of the statements of cash flows and unless otherwise indicated, amounts and activity are presented on a continuing operations basis.

Subsequent to the treatment of the Tile Coatings business as discontinued operations, the remaining businesses within Performance Coatings were included within the Performance Colors and Glass reportable segment, which as of January 1, 2020, was renamed Functional Coatings.

Certain reclassifications have been made to the prior year financial statements to conform to current year classifications. The reclassification relates to the balance sheet presentation of assets and liabilities as held for sale and statement of operations presentation of results classified as discontinued operations in relation to the Tile Coatings business transaction.

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Recent Accounting Pronouncements

6 Months Ended

Jun. 30, 2020

Recent Accounting Pronouncements [Abstract]

Recent Accounting Pronouncements

2.    Recent Accounting Pronouncements

Recently Adopted Accounting Standards

This section provides a description of new accounting pronouncements ("Accounting Standard Update" or "ASU") issued by the Financial Accounting Standards Board ("FASB") that are applicable to the Company.

New Accounting Standards Not Yet Adopted

We are currently evaluating the impact on our financial statements of the following ASUs:

Standard	Description
ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, issued March, 2020	Provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU are effective for all entities through December 31, 2022.
ASU No. 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans, issued August, 2018	Modifies disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. This ASU is effective for fiscal years beginning after December 15, 2020 and is to be applied using a retrospective approach for all periods presented. Early adoption is permitted.

No other new accounting pronouncements issued had, or are expected to have, a material impact on the Company’s consolidated financial statements.

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Revenue

6 Months Ended

Jun. 30, 2020

Revenue [Abstract]

Revenue

3. Revenue

Revenues disaggregated by geography and reportable segment for the three months ended June 30, 2020, follow:

(Dollars in thousands)	EMEA		United States		Asia Pacific		Latin America		Total
Functional Coatings		51,071		52,194		21,733		6,674		131,672
Color Solutions		27,874		30,520		9,110		5,625		73,129
Total net sales	$	78,945	$	82,714	$	30,843	$	12,299	$	204,801

Revenues disaggregated by geography and reportable segment for the three months ended June 30, 2019, follow:

(Dollars in thousands)	EMEA		United States		Asia Pacific		Latin America		Total
Functional Coatings		74,997		50,938		24,700		13,057		163,692
Color Solutions		37,044		43,142		9,011		8,069		97,266
Total net sales	$	112,041	$	94,080	$	33,711	$	21,126	$	260,958

Revenues disaggregated by geography and reportable segment for the six months ended June 30, 2020, follow:

(Dollars in thousands)	EMEA		United States		Asia Pacific		Latin America		Total
Functional Coatings	$	126,928	$	98,888	$	43,489	$	17,802	$	287,107
Color Solutions		65,763		71,679		18,406		14,172		170,020
Total net sales	$	192,691	$	170,567	$	61,895	$	31,974	$	457,127

Revenues disaggregated by geography and reportable segment for the six months ended June 30, 2019, follow:

(Dollars in thousands)	EMEA		United States		Asia Pacific		Latin America		Total
Functional Coatings	$	153,262	$	102,917	$	47,598	$	26,941	$	330,718
Color Solutions		72,611		86,741		17,836		16,434		193,622
Total net sales	$	225,873	$	189,658	$	65,434	$	43,375	$	524,340

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Discontinued Operations

6 Months Ended

Jun. 30, 2020

Discontinued Operations [Abstract]

Discontinued Operations

4.    Discontinued Operations

During the fourth quarter of 2019, substantially all of the assets and liabilities of our Tile Coatings business were classified as held-for-sale in the accompanying consolidated balance sheets. We entered into a definitive agreement to sell our Tile Coatings business, which has historically been a part of our Performance Coatings reportable segment. Therefore, the associated operating results, net of income tax, have been classified as discontinued operations in the accompanying consolidated statements of operations for all periods presented.

The table below summarizes results for the Tile Coatings business for the three and six months ended June 30, 2020 and 2019 which are reflected in our consolidated statements of operations as discontinued operations. Interest expense has been allocated to the discontinued operations based on the ratio of net assets of the business to consolidated net assets excluding debt.

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2020		2019		2020		2019
Net sales	$	75,254	$	132,944	$	190,004	$	257,110
Cost of sales		59,073		103,816		145,975		203,985
Gross profit		16,181		29,128		44,029		53,125
Selling, general and administrative expenses		15,542		18,396		34,350		33,545
Restructuring and impairment charges		1,758		6,203		2,037		6,590
Interest expense		2,517		2,969		4,748		5,958
Interest earned		(129)		(52)		(153)		(67)
Foreign currency losses (gains), net		(804)		(663)		4,961		(1,889)
Miscellaneous expense, net		705		41		1,247		270
Income (loss) from discontinued operations before income taxes		(3,408)		2,234		(3,161)		8,718
Income tax expense (benefit)		(170)		2,486		(144)		3,893
Income (loss) from discontinued operations, net of income taxes		(3,238)		(252)		(3,017)		4,825
Less: Net income attributable to noncontrolling interests		67		45		44		150
Net income (loss) attributable to Tile Coatings business	$	(3,305)	$	(297)	$	(3,061)	$	4,675

The following table summarizes the assets and liabilities which are classified as held-for-sale at June 30, 2020 and December 31, 2019:

	June 30,		December 31,
(Dollars in thousands)	2020		2019
Cash and cash equivalents	$	8,200	$	8,200
Accounts receivable, net		142,334		156,645
Inventories		101,084		101,127
Other receivables		24,884		22,442
Other current assets		3,074		3,006
Current assets held-for-sale		279,576		291,420
Property, plant and equipment, net		97,130		96,762
Goodwill		3		3
Amortizable intangible assets, net		39,720		39,692
Deferred income taxes		14,034		14,425
Other non-current assets		6,502		7,049
Non-current assets held-for-sale		157,389		157,931
Total assets held-for-sale	$	436,965	$	449,351
Loans payable and current portion of long-term debt	$	3,118	$	3,678
Accounts payable		68,001		96,998
Accrued payrolls		6,740		4,838
Accrued expenses and other current liabilities		25,607		28,266
Current liabilities held-for-sale		103,466		133,780
Long-term debt, less current portion		25,755		25,805
Postretirement and pension liabilities		8,002		7,473
Other non-current liabilities		5,429		5,063
Non-current liabilities held-for-sale		39,186		38,341
Total liabilities held-for-sale	$	142,652	$	172,121

The following table summarizes cash flow data relating to discontinued operations for the six months ended June 30, 2020 and 2019:

	Six Months Ended
	June 30,
(Dollars in thousands)	2020		2019
Depreciation	$	—	$	5,833
Amortization of intangible assets		—		1,594
Capital expenditures		(1,909)		(7,502)
Non-cash operating activities - goodwill impairment		—		5,963
Non-cash operating activities - restructuring and impairment charges		1,070		115
Non-cash investing activities - capital expenditures, consisting of unpaid capital expenditure liabilities at period end		507		1,322

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Inventories

6 Months Ended

Jun. 30, 2020

Inventories [Abstract]

Inventories

5.    Inventories

	June 30,		December 31,
(Dollars in thousands)	2020		2019
Raw materials	$	88,658	$	80,176
Work in process		50,247		49,717
Finished goods		151,754		134,583
Total inventories	$	290,659	$	264,476

In the production of some of our products, we use precious metals, which we obtain from financial institutions under consignment agreements with terms of one year or less. The financial institutions retain ownership of the precious metals and charge us fees based on the amounts we consign. These fees were $0.6 million for the three months ended June 30, 2020 and 2019, and were $1.7 million for the six months ended June 30, 2020 and 2019. We had on-hand precious metals owned by participants in our precious metals consignment program of $77.3 million at June 30, 2020, and $66.2 million at December 31, 2019, measured at fair value based on market prices for identical assets.

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Property, Plant And Equipment

6 Months Ended

Jun. 30, 2020

Property, Plant And Equipment [Abstract]

Property, Plant And Equipment

6.    Property, Plant and Equipment

Property, plant and equipment is reported net of accumulated depreciation of $420.6 million at June 30, 2020 and $413.8 million at December 31, 2019. As discussed in Note 4, the assets of our Tile Coatings business were classified as held-for-sale under ASC Topic 360; Property, Plant, and Equipment. As such, additional accumulated depreciation of $137.8 million at June 30, 2020 and $136.7 million at December 31, 2019 were classified as Non-current assets held for sale.

Unpaid capital expenditure liabilities, which are non-cash investing activities, were $0.3 million at June 30, 2020 and $0.9 million at June 30, 2019.

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Goodwill And Other Intangible Assets

6 Months Ended

Jun. 30, 2020

Goodwill And Other Intangible Assets [Abstract]

Goodwill And Other Intangible Assets

7. Goodwill and Other Intangible Assets

Details and activity in the Company’s goodwill by segment follow:

	Functional		Color
(Dollars in thousands)	Coatings		Solutions		Total
Goodwill, net at December 31, 2019	$	121,902	$	50,307	$	172,209
Foreign currency adjustments		(655)		(9)		(664)
Goodwill, net at June 30, 2020	$	121,247	$	50,298	$	171,545

	June 30,		December 31,
(Dollars in thousands)	2020		2019
Goodwill, gross	$	230,012	$	230,676
Accumulated impairment		(58,467)		(58,467)
Goodwill, net	$	171,545	$	172,209

Goodwill is tested for impairment at the reporting unit level on an annual basis in the fourth quarter, and between annual tests if an event occurs, or circumstances change, that would more likely than not reduce the fair value of a reporting unit below its carrying value. As of June 30, 2020, the Company is not aware of any events or circumstances that occurred which would require a goodwill impairment test.

Amortizable intangible assets consisted of the following:

	June 30,		December 31,
(Dollars in thousands)	2020		2019
Gross amortizable intangible assets:
Patents	$	5,424	$	5,434
Land rights		2,859		2,900
Technology/know-how and other		114,480		112,940
Customer relationships		66,022		66,454
Total gross amortizable intangible assets		188,785		187,728
Accumulated amortization:
Patents		(5,403)		(5,413)
Land rights		(1,398)		(1,378)
Technology/know-how and other		(57,011)		(50,973)
Customer relationships		(15,642)		(14,831)
Total accumulated amortization		(79,454)		(72,595)
Amortizable intangible assets, net	$	109,331	$	115,133

Indefinite-lived intangible assets consisted of the following:

	June 30,		December 31,
(Dollars in thousands)	2020		2019
Indefinite-lived intangibles assets:
Trade names and trademarks	$	12,693	$	12,682

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Debt

6 Months Ended

Jun. 30, 2020

Debt [Abstract]

Debt

8.    Debt

Loans payable and current portion of long-term debt consisted of the following:

	June 30,		December 31,
(Dollars in thousands)	2020		2019
Loans payable	$	11,602	$	—
Current portion of long-term debt		8,777		8,703
Current portion of long-term debt	$	20,379	$	8,703

Long-term debt consisted of the following:

	June 30,		December 31,
(Dollars in thousands)	2020		2019
Term loan facility, net of unamortized issuance costs, maturing 2024(1)	$	797,236	$	801,764
Revolving credit facility		16,617		—
Capital lease obligations		2,292		2,305
Other notes		3,425		3,496
Total long-term debt		819,570		807,565
Current portion of long-term debt		(8,777)		(8,703)
Long-term debt, less current portion	$	810,793	$	798,862

(1)The carrying value of the term loan facility, maturing 2024, is net of unamortized debt issuance costs of $4.3 million at June 30, 2020, and $3.9 million at December 31, 2019.

Amended Credit Facility

On April 25, 2018, the Company entered into an amendment (the “Amended Credit Facility”) to its existing credit facility (the “Credit Facility”), which Amended Credit Facility (a) provided a new revolving facility (the “2018 Revolving Facility”), which replaced the Company’s existing revolving facility, (b) repriced the (“Tranche B-1 Loans”), and (c) provided new tranches of term loans (“Tranche B-2 Loans” and “Tranche B-3 Loans”) denominated in U.S. dollars. On May 4, 2020, the Company entered into an amendment (Third Amendment to Credit Agreement) to the Amended Credit Facility, which added an approval to Section 7.2.8 Permitted Dispositions for the Tile Coatings Business Disposition. The Amended Credit Facility will be used for ongoing working capital requirements and general corporate purposes. The Tranche B-2 Loans are borrowed by the Company and the Tranche B-3 Loans are borrowed on a joint and several basis by Ferro GmbH and Ferro Europe Holdings LLC.

The Amended Credit Facility consists of a $500 million secured revolving line of credit with a maturity of February 14, 2023, a $355 million secured term loan facility with a maturity of February 14, 2024, a $235 million secured term loan facility with a maturity of February 14, 2024 and a $230 million secured term loan facility with a maturity of February 14, 2024. The term loans are payable in equal quarterly installments in an amount equal to 0.25% of the original principal amount of the term loans, with the remaining balance due on the maturity date thereof. In addition, the Company is required, on an annual basis, to make a prepayment in an amount equal to a portion of the Company’s excess cash flow, as calculated pursuant to the Amended Credit Facility, which prepayment will be applied first to the term loans until they are paid in full, and then to the revolving loans.

Subject to the satisfaction of certain conditions, the Company can request additional commitments under the revolving line of credit or term loans in the aggregate principal amount of up to $250 million to the extent that existing or new lenders agree to provide such additional commitments and/or term loans. The Company can also raise certain additional debt or credit facilities subject to satisfaction of certain covenant levels.

Certain of the Company’s U.S. subsidiaries have guaranteed the Company’s obligations under the Amended Credit Facility and such obligations are secured by (a) substantially all of the personal property of the Company and the U.S. subsidiary guarantors and (b) a pledge of 100% of the stock of certain of the Company’s U.S. subsidiaries and 65% of the stock of certain of the Company’s direct foreign subsidiaries. The Tranche B-3 Loans are guaranteed by the Company, the U.S. subsidiary guarantors and a cross-guaranty by the borrowers of the Tranche B-3 Loans and are secured by the collateral securing the revolving loans and the other term loans, in addition to a pledge of the equity interests of Ferro GmbH.

Interest Rate – Term Loans: The interest rates applicable to the term loans will be, at the Company’s option, equal to either a base rate or a LIBOR rate plus, in both cases, an applicable margin.

The base rate for term loans will be the highest of (i) the federal funds rate plus 0.50%, (ii) the syndication agent’s prime rate, (iii) the daily LIBOR rate plus 1.00% or (iv) 0.00%. The applicable margin for base rate loans is 1.25%.

The LIBOR rate for term loans shall not be less than 0.0% and the applicable margin for LIBOR rate term loans is 2.25%.

For LIBOR rate term loans, the Company may choose to set the duration on individual borrowings for periods of one, two, three or six months, with the interest rate based on the applicable LIBOR rate for the corresponding duration.

At June 30, 2020, the Company had borrowed $347.0 million under the Tranche B-1 Loans at an interest rate of 2.56%, $229.7 million under the Tranche B-2 Loans at an interest rate of 2.56%, and $224.8 million under the Tranche B-3 Loans at an interest rate of 2.56%. At June 30, 2020, there were no additional borrowings available under the Tranche B-1 Loans, Tranche B-2 Loans, or Tranche B-3 Loans. In connection with these borrowings, we entered into swap agreements in the second quarter of 2018. At June 30, 2020, the effective interest rate for the Tranche B-1 Loans, Tranche B-2 Loans, and Tranche B-3 Loans, after adjusting for the interest rate swap, was 4.94%, 2.14%, and 2.48%, respectively.

Interest Rate – Revolving Credit Line: The interest rates applicable to loans under the 2018 Revolving Credit Facility will be, at the Company’s option, equal to either a base rate or a LIBOR rate plus, in both cases, an applicable variable margin. The variable margin will be based on the ratio of (a) the Company’s total consolidated net debt outstanding (as defined in the Amended Credit Agreement) at such time to (b) the Company’s consolidated EBITDA (as defined in the Amended Credit Agreement) computed for the period of four consecutive fiscal quarters most recently ended.

The base rate for revolving loans will be the highest of (i) the federal funds rate plus 0.50%, (ii) the syndication agent’s prime rate, (iii) the daily LIBOR rate plus 1.00% or (iv) 0.00%. The applicable margin for base rate loans will vary between 0.50% to 1.50%.

The LIBOR rate for revolving loans shall not be less than 0% and the applicable margin for LIBOR rate revolving loans will vary between 1.50% and 2.50%.

For LIBOR rate revolving loans, the Company may choose to set the duration on individual borrowings for periods of one, two, three or six months, with the interest rate based on the applicable LIBOR rate for the corresponding duration.

At June 30, 2020, there were $16.6 million of borrowings under the 2018 Revolving Credit Facility. After reductions for outstanding letters of credit secured by these facilities, we had $479.2 million of additional borrowings available under the revolving credit facilities at June 30, 2020.

The Amended Credit Facility contains customary restrictive covenants including, but not limited to, limitations on use of loan proceeds, limitations on the Company’s ability to pay dividends and repurchase stock, limitations on acquisitions and dispositions, and limitations on certain types of investments. The Amended Credit Facility also contains standard provisions relating to conditions of borrowing and customary events of default, including the non-payment of obligations by the Company and the bankruptcy of the Company.

Specific to the 2018 Revolving Facility, the Company is subject to a financial covenant regarding the Company’s maximum leverage ratio. If an event of default occurs, all amounts outstanding under the Amended Credit Facility agreement may be accelerated and become immediately due and payable. At June 30, 2020, we were in compliance with the covenants of the Amended Credit Facility.

Credit Facility

On February 14, 2017, the Company entered into the Credit Facility with a group of lenders to refinance its then outstanding credit facility debt and to provide liquidity for ongoing working capital requirements and general corporate purposes. The Credit Facility consisted of a $400 million secured revolving line of credit with a term of five years, a $357.5 million secured term loan facility with a term of seven years and a €250 million secured Euro term loan facility with a term of seven years. For further discussion of the Company’s Credit Facility, refer to Note 9 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

International Receivable Sales Programs

We have several international programs to sell without recourse trade accounts receivable to financial institutions. These transactions are treated as a sale and are accounted for as a reduction in accounts receivable because the agreements transfer effective control over and risk related to the receivables to the buyers. The Company continues to service the receivables sold in exchange for a fee. The servicing fee for the three and six months ended June 30, 2020 and 2019, was immaterial. The program, whose maximum capacity is €100 million, is scheduled to expire on December 31, 2023. Generally, at the transfer date, the Company receives cash equal to approximately 65% of the value of the sold receivable. Cash proceeds at the transfer date from these arrangements are reflected in operating activities in our consolidated statement of cash flows. The proceeds from the deferred purchase price are reflected in investing activities.

The outstanding principal amount of receivables sold under this program, for which cash has been collected but not yet remitted, was $14.8 million at June 30, 2020 and $19.3 million at December 31, 2019. The carrying amount of deferred purchase price was $7.2 million at June 30, 2020 and $6.6 million at December 31, 2019 and is recorded in Other receivables. Trade accounts receivable collected to be remitted were $9.4 million at June 30, 2020 and $12.8 million at December 31, 2019 and is recorded in Accrued expenses and other current liabilities. As discussed in Note 4, during the fourth quarter of 2019, we entered into a definitive agreement to sell our Tile Coatings business. As such, our Tile Coatings business was classified as held-for-sale. At June 30, 2020 and December 31, 2019, $40.4 million and $52.6 million, respectively, of the outstanding principal amount of receivables sold under this program pertained to the Tile Coatings business. The carrying amount of the deferred purchase price at June 30, 2020 and December 31, 2019 was $22.7 million and $20.5 million, respectively. Both are recorded in Current assets held-for-sale in our consolidated balance sheets.

Activity from these programs for the six months ended June 30, 2020 and 2019 is detailed below:

	Six Months Ended
	June 30,
(Dollars in thousands)	2020		2019
Trade accounts receivable sold to financial institutions	$	91,048	$	20,337
Cash proceeds from financial institutions (1)		58,794		12,634

(1)In the six months ended June 30, 2020 and 2019, our Tile Coatings business received cash proceeds from financial institutions of $47.3 million and $67.6 million, respectively. Refer to Note 4 for additional discussion of the Tile Coatings business and its classification as discontinued operations.

Other Financing Arrangements

We maintain other lines of credit to provide global flexibility for our short-term liquidity requirements. These facilities are uncommitted lines for our international operations and totaled $28.1 million at June 30, 2020 and December 31, 2019. The unused portions of these lines provided additional liquidity of $13.4 million and $25.0 million at June 30, 2020 and December 31, 2019, respectively.

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Financial Instruments

6 Months Ended

Jun. 30, 2020

Financial Instruments [Abstract]

Financial Instruments

9.    Financial Instruments

The following financial instrument assets (liabilities) are presented at their respective carrying amount, fair value and classification within the fair value hierarchy:

	June 30, 2020
	Carrying		Fair Value
(Dollars in thousands)	Amount		Total		Level 1		Level 2		Level 3
Cash and cash equivalents	$	62,031	$	62,031	$	62,031	$	—	$	—
Loans payable		(11,602)		(11,602)		—		(11,602)		—
Term loan facility - Amended Credit Facility (1)		(797,236)		(775,050)		—		(775,050)		—
Revolving credit facility		(16,617)		(17,484)		—		(17,484)		—
Other long-term notes payable		(3,425)		(1,442)		—		(1,442)		—
Cross currency swaps		21,246		21,246		—		21,246		—
Interest rate swaps		(27,517)		(27,517)		—		(27,517)		—
Foreign currency forward contracts, net		1,696		1,696		—		1,696		—

	December 31, 2019
	Carrying		Fair Value
(Dollars in thousands)	Amount		Total		Level 1		Level 2		Level 3
Cash and cash equivalents	$	96,202	$	96,202	$	96,202	$	—	$	—
Term loan facility - Amended Credit Facility (1)		(801,764)		(799,750)		—		(799,750)		—
Other long-term notes payable		(3,496)		(1,557)		—		(1,557)		—
Cross currency swaps		22,111		22,111		—		22,111		—
Interest rate swaps		(14,698)		(14,698)		—		(14,698)		—
Foreign currency forward contracts, net		601		601		—		601		—

(1)The carrying value of the term loan facility is net of unamortized debt issuance costs of $4.3 million and $3.9 million for the period ended June 30, 2020, and December 31, 2019, respectively.

The fair values of cash and cash equivalents are based on the fair values of identical assets. The fair value of loans payable is based on the present value of expected future cash flows and approximate their carrying amounts due to the short periods to maturity. The fair value of the term loan facility is based on market price information and is measured using the last available bid price of the instrument on a secondary market. The revolving credit facility and other long-term notes payable are based on the present value of expected future cash flows and interest rates that would be currently available to the Company for issuance of similar types of debt instruments with similar terms and remaining maturities adjusted for the Company's performance risk. The fair values of our interest rate swaps and cross currency swaps are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. The fair values of the foreign currency forward contracts are based on market prices for comparable contracts.

Derivative Instruments

The Company may use derivative instruments to partially offset its business exposure to foreign currency and interest rate risk on expected future cash flows, on net investments in certain foreign subsidiaries and on certain existing assets and liabilities. However, the Company may choose not to hedge in countries where it is not economically feasible to enter into hedging arrangements or where hedging inefficiencies exist, such as timing of transactions.

Derivatives Designated as Hedging Instruments

Cash Flow Hedges. For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss on the derivative is recorded as a component of Accumulated other comprehensive loss (“AOCL”) and reclassified into earnings in the same period during which the hedged transaction affects earnings.

The Company utilizes interest rate swaps to limit exposure to market fluctuations on floating-rate debt.

During the second quarter of 2018, the Company entered into variable to fixed interest rate swaps with a maturity date of February 14, 2024. The notional amount is $312.8 million at June 30, 2020. These swaps are hedging risk associated with the Tranche B-1 Loans. These interest rate swaps are designated as cash flow hedges. As of June 30, 2020, the Company expects it will reclassify net losses of approximately $8.2 million, currently recorded in AOCL, into interest expense in earnings within the next twelve months. However, the actual amount reclassified could vary due to future changes in the fair value of these derivatives.

The Company has converted a U.S. dollar denominated, variable rate debt obligation into a Euro fixed rate obligation using receive-float, pay-fixed cross currency swaps in the second quarter of 2018. These swaps are hedging currency and interest rate risk associated with the Tranche B-3 Loans. These cross currency swaps are designated as cash flow hedges. The notional amount is $224.8 million at June 30, 2020, with a maturity date of February 14, 2024. As of June 30, 2020, the Company expects it will reclassify net gains of approximately $0.8 million, currently recorded in AOCL, into interest expense in earnings within the next twelve months. However, the actual amount reclassified could vary due to future changes in the fair value of these derivatives.

The amount of loss recognized in AOCL and the amount of loss (gain) reclassified into earnings for the three months ended June 30, 2020 and 2019, follow:

					Amount of Loss (Gain)
	Amount of Loss				Reclassified from				Location of Gain (Loss)
	Recognized in AOCL				AOCL into Income				Reclassified from
(Dollars in thousands)	2020		2019		2020		2019		AOCL into Income
Interest rate swaps	$	(1,934)	$	(6,813)	$	(824)	$	36	Interest expense
Cross currency swaps		(3,902)		(4,708)		851		1,528	Interest expense
					$	27	$	1,564	Total Interest expense
Cross currency swaps						(4,204)		(3,166)	Foreign currency losses, net
					$	(4,204)	$	(3,166)	Total Foreign currency losses, net

The amount of gain (loss) recognized in AOCL and the amount of loss (gain) reclassified into earnings for the six months ended June 30, 2020 and 2019, follow:

					Amount of Loss (Gain)
	Amount of Gain (Loss)				Reclassified from				Location of Gain (Loss)
	Recognized in AOCL				AOCL into Income				Reclassified from
(Dollars in thousands)	2020		2019		2020		2019		AOCL into Income
Interest rate swaps	$	(14,808)	$	(10,920)	$	(1,322)	$	214	Interest expense
Cross currency swaps		1,356		372		2,019		3,160	Interest expense
					$	697	$	3,374	Total Interest expense
Cross currency swap						(582)		1,778	Foreign currency losses, net
					$	(582)	$	1,778	Total Foreign currency losses, net

The total amounts of expense and the respective line items in which the effect of cash flow hedges is presented in the condensed consolidated statement of operations for the three and six months ended June 30, 2020 and 2019, are as follows:

	Three months ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2020		2019		2020		2019
Interest expense	$	6,177	$	6,281	$	11,707	$	12,576
Foreign currency losses, net		1,143		2,043		(172)		4,007

Net Investment Hedges. For derivatives that are designated and qualify as net investment hedges, the gain or loss on the derivative is reported as a component of the currency translation adjustment in AOCL. These cross currency swaps are designated as hedges of our net investment in European operations. Time value is excluded from the assessment of effectiveness and the amount of interest paid or received on the swaps will be recognized as an adjustment to interest expense in earnings over the life of the swaps.

In the second quarter of 2018, the Company entered into cross currency swap agreements under which we pay variable rate interest in Euros and receive variable rate interest in U.S. dollars. The notional amount is €95.7 million at June 30, 2020, with a maturity date of February 14, 2024. These swaps are hedging risk associated with the net investment in Euro denominated operations due to fluctuating exchange rates and are designated as net investment hedges. The changes in the fair value of these designated cross-currency swaps will be recognized in AOCL.

The amount of loss on net investment hedges recognized in AOCL, the amount reclassified into earnings and the amount of gain recognized in income on derivative (amount excluded from effectiveness testing) for the three months ended June 30, 2020 and 2019, follow:

									Amount of Gain
					Amount of Gain				Recognized in Income on
	Amount of Loss				Reclassified from				Derivative (Amount Excluded				Location of Gain
	Recognized in AOCL				AOCL into Income				from Effectiveness Testing)				in Earnings
(Dollars in thousands)	2020		2019		2020		2019		2020		2019
Cross currency swaps	$	(1,569)	$	(1,260)	$	—	$	—	$	612	$	949	Interest expense

The amount of gain on net investment hedges recognized in AOCL, the amount reclassified into earnings and the amount of gain recognized in income on derivative (amount excluded from effectiveness testing) for the six months ended June 30, 2020 and 2019, follow:

									Amount of Gain
					Amount of Gain				Recognized in Income on
	Amount of Gain				Reclassified from				Derivative (Amount Excluded				Location of Gain
	Recognized in AOCL				AOCL into Income				from Effectiveness Testing)				in Earnings
(Dollars in thousands)	2020		2019		2020		2019		2020		2019
Cross currency swaps	$	1,090	$	2,477	$	—	$	—	$	1,392	$	1,950	Interest expense

Derivatives Not Designated as Hedging Instruments

Foreign Currency Forward Contracts.  We manage foreign currency risks principally by entering into forward contracts to mitigate the impact of currency fluctuations on transactions. These forward contracts are not formally designated as hedges. Gains and losses on these foreign currency forward contracts are netted with gains and losses from currency fluctuations on transactions arising from international trade and reported as Foreign currency losses, net in the condensed consolidated statements of operations. We recognized net gains of $0.1 million and $0.4 million in the three and six months ended June 30, 2020, respectively, and net loss of $1.5 million and net gains of less than $0.1 million in the three and six months ended June 30, 2019, respectively, arising from the change in fair value of our financial instruments, which partially offset the related net gains and losses on international trade transactions. The notional amount of foreign currency forward contracts was $646.2 million at June 30, 2020 and $625.9 million at December 31, 2019.

The following table presents the effect on our condensed consolidated statements of operations for the three and six months ended June 30, 2020 and 2019, respectively, of our foreign currency forward contracts:

	Amount of Gain (Loss)				Amount of Gain
	Recognized in Earnings				Recognized in Earnings
	Three Months Ended				Six Months Ended
	June 30,				June 30,				Location of Gain (Loss) in Earnings
(Dollars in thousands)	2020		2019		2020		2019
Foreign currency forward contracts	$	142	$	(1,497)	$	410	$	27	Foreign currency losses, net

Location and Fair Value Amount of Derivative Instruments

The following table presents the fair values of our derivative instruments on our condensed consolidated balance sheets. All derivatives are reported on a gross basis.

	June 30,		December 31,
(Dollars in thousands)	2020		2019		Balance Sheet Location
Asset derivatives:
Cross currency swaps	$	1,923	$	6,711	Other current assets
Cross currency swaps		19,323		15,400	Other non-current assets
Foreign currency forward contracts		2,539		1,474	Other current assets
Liability derivatives:
Interest rate swaps	$	(8,186)	$	(3,723)	Accrued expenses and other current liabilities
Interest rate swaps		(19,331)		(10,975)	Other non-current liabilities
Foreign currency forward contracts		(843)		(873)	Accrued expenses and other current liabilities

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Income Taxes	6 Months Ended
	Jun. 30, 2020
Income Taxes [Abstract]
Income Taxes	10.    Income TaxesIncome tax expense for the six months ended June 30, 2020 was $5.3 million, or 27.5% of pre-tax income. Income tax expense for the six months ended June 30, 2019 was $5.5 million, or 21.6% of pre-tax income. The tax expense during the six months ended June 30, 2020 and June 30, 2019, as a percentage of pre-tax income, is higher than the U.S. federal statutory income tax rate of 21% primarily as a result of foreign statutory rate differences.

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Contingent Liabilities

6 Months Ended

Jun. 30, 2020

Contingent Liabilities [Abstract]

Contingent Liabilities

11.    Contingent Liabilities

We have recorded environmental liabilities of $5.8 million at June 30, 2020 and $7.2 million at December 31, 2019, for costs associated with the remediation of certain of our current or former properties that have been contaminated. The balance at June 30, 2020 and December 31, 2019, were primarily comprised of liabilities related to a non-operating facility in Brazil, and for retained environmental obligations related to a site in the United States that was part of the sale of our North American and Asian metal powders product line in 2013. These costs include, but are not limited to, legal and consulting fees, site studies, the design and implementation of remediation plans, post-remediation monitoring, and related activities. The ultimate liability could be affected by numerous uncertainties, including the extent of contamination found, the required period of monitoring, the ultimate cost of required remediation, and other circumstances.

In November 2017, Suffolk County Water Authority filed a complaint, Suffolk County Water Authority v. The Dow Chemical Company et al., against the Company and a number of other companies in the U.S. Federal Court for the Eastern District of New York with regard to the product 1,4 dioxane. The plaintiff alleges, among other things, that the Suffolk County water supply is contaminated with 1,4 dioxane and that the defendants are liable for unspecified costs of cleanup and remediation of the water supply, among other damages. The Company has not manufactured 1,4 dioxane since 2008, denies the allegations related to liability for the plaintiff’s claims, and is vigorously defending this proceeding. Since December 2018, additional complaints were filed in the same court by 25 other New York municipal water suppliers and in New York State Supreme Court by one water supplier against the Company and others making substantially similar allegations regarding the contamination of their respective water supplies with 1,4 dioxane. The Company is likewise vigorously defending these additional actions. The Company currently does not expect the outcome of these proceedings to have a material adverse impact on its consolidated financial condition, results of operations, or cash flows, net of any insurance coverage. However, it is not possible to predict the ultimate outcome of these proceedings due to the unpredictable nature of litigation.

In 2013, the Supreme Court in Argentina ruled favorably related to certain export taxes associated with a divested operation. The liability recorded at June 30, 2020 and December 31, 2019 is $0.5 million and $0.6 million, respectively.

In addition to the proceedings described above, the Company and its consolidated subsidiaries are subject from time to time to various claims, lawsuits, investigations, and proceedings related to products, services, contracts, environmental, health and safety, employment, intellectual property, and other matters, including with respect to divested businesses. The outcome of such matters is unpredictable, our assessment of them may change, and resolution of them could have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows. We do not currently expect the resolution of such matters to materially affect the consolidated financial position, results of operations, or cash flows of the Company.

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Retirement Benefits

6 Months Ended

Jun. 30, 2020

Retirement Benefits [Abstract]

Retirement Benefits

12.    Retirement Benefits

Net periodic benefit cost (credit) of our U.S. pension plans (including our unfunded nonqualified plans), non-U.S. pension plans, and postretirement health care and life insurance benefit plans for the three months ended June 30, 2020 and 2019, respectively, follow:

	U.S. Pension Plans				Non-U.S. Pension Plans				Other Benefit Plans
	Three Months Ended June 30,
(Dollars in thousands)	2020		2019		2020		2019		2020		2019
Service cost	$	3	$	3	$	294	$	330	$	—	$	1
Interest cost		2,388		2,963		343		479		133		175
Expected return on plan assets		(3,708)		(3,153)		(116)		(170)		—		—
Amortization of prior service cost		—		—		(4)		(14)		—		—
Net periodic benefit (credit) cost	$	(1,317)	$	(187)	$	517	$	625	$	133	$	176

Net periodic benefit (credit) cost for the six months ended June 30, 2020 and 2019, respectively, follow:

	U.S. Pension Plans				Non-U.S. Pension Plans				Other Benefit Plans
	Six Months Ended June 30,
(Dollars in thousands)	2020		2019		2020		2019		2020		2019
Service cost	$	6	$	5	$	579	$	611	$	1	$	1
Interest cost		4,775		5,926		673		948		265		351
Expected return on plan assets		(7,416)		(6,305)		(228)		(336)		—		—
Amortization of prior service cost		—		—		(9)		(9)		—		—
Net periodic benefit (credit) cost	$	(2,635)	$	(374)	$	1,015	$	1,214	$	266	$	352

Interest cost, expected return on plan assets and amortization of prior service cost are recorded in Miscellaneous expense (income), net on the condensed consolidated statement of operations.

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Stock-Based Compensation

6 Months Ended

Jun. 30, 2020

Stock-Based Compensation [Abstract]

Stock-Based Compensation

13.    Stock-Based Compensation

On May 3, 2018, our shareholders approved the 2018 Omnibus Incentive Plan (the “Plan”), which was adopted by the Board of Directors on February 22, 2018. The Plan’s purpose is to promote the Company’s long-term financial interests and growth by attracting, retaining and motivating high-quality key employees and directors, motivating such employees and directors to achieve the Company’s short- and long-range performance goals and objectives, and thereby align their interests with those of the Company’s shareholders. The Plan reserves 4,500,000 shares of common stock to be issued for grants of several different types of long-term incentives including stock options, stock appreciation rights, restricted awards, performance awards, other common stock-based awards, and dividend equivalent rights.

The Plan replaced the 2013 Omnibus Incentive Plan (the “Previous Plan”), and no future grants may be made under the Previous Plan. However, any outstanding awards or grants made under the Previous Plan will continue until the end of their specified terms.

In the first half of 2020, our Board of Directors granted 0.3 million stock options, 0.2 million performance share units, and 0.2 million restricted stock units under the Plan.

We estimate the fair value of each stock option on the date of grant using the Black-Scholes option pricing model. The following table details the weighted-average grant-date fair values and the assumptions used for estimating the fair values of stock option grants made during the six months ended June 30, 2020:

	Stock Options
Weighted-average grant-date fair value	$	5.28
Expected life, in years		5.2
Risk-free interest rate		1.4	%
Expected volatility		35.1	%

The weighted average grant date fair value of our performance share units granted in the six months ended June 30, 2020, was $14.64. We measure the fair value of performance share units based on the closing market price of our common stock on the date of the grant. These shares are evaluated each reporting period for respective attainment rates against the performance criteria.

The weighted-average grant date fair value of our restricted share units granted in the six months ended June 30, 2020, was $14.64. We measure the fair value of restricted share units based on the closing market price of our common stock on the date of the grant. The restricted share units vest over three years.

We recognized stock-based compensation expense of $2.7 million and $5.5 million for the three and six months ended June 30, 2020, respectively, and $2.9 million and $5.6 million and for the three and six months ended June 30, 2019, respectively. At June 30, 2020, unearned compensation cost related to the unvested portion of all stock-based compensation awards was approximately $11.6 million and is expected to be recognized over the remaining vesting period of the respective grants, through the second quarter of 2023.

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Restructuring And Optimization Programs

6 Months Ended

Jun. 30, 2020

Restructuring And Optimization Programs [Abstract]

Restructuring And Optimization Programs

14.    Restructuring and Optimization Programs

Total restructuring charges were $8.6 million and $9.8 million for the three and six months ended June 30, 2020, respectively, and $4.1 million and $5.8 million for the three and six months ended June 30, 2019, respectively. As discussed in Note 4, our Tile Coatings business was classified as held-for-sale during the fourth quarter of 2019. As such, there were additional restructuring charges of $1.7 million and $2.0 million for the three and six months ended June 30, 2020, respectively, and $6.2 million and $6.6 million for the three and six months ended June 30, 2019, respectively classified as Net income from discontinued operations, net of income taxes.

Americas Manufacturing Optimization Plan

In the second quarter of 2019, we developed our Americas Manufacturing optimization plan and initiated a program across the organization with the objective of realigning the business and lowering our cost structure. The Americas Manufacturing Optimization plan is focused on the construction of a new manufacturing center of excellence located in Villagran, Mexico. We are in the process of consolidating two plants located in the United States and two sites in Latin America into the expanded Villagran location. As a result of these actions, the Company expects to incur total charges of approximately $8.7 million, substantially all of which will be for severance costs expected. The remaining activities of the program are expected to be recognized within the next 12 months. Charges associated with the program were $0.8 million and $1.0 million for the three and six months ended June 30, 2020, respectively, and $3.5 million and $3.9 million for the three and six months ended June 30, 2019, respectively.

Global Optimization Plan

The program involves our global operations and certain functions and initiatives to increase operational efficiencies, some of which is associated with integration of our recent acquisitions. Actions associated with the Global Optimization plan were substantially completed during 2020, and as such, we do not anticipate material charges related to this plan for the remainder of 2020. Charges associated with the program were $7.8 million and $8.8 million for the three and six months ended June 30, 2020, respectively, and $0.6 million and $1.9 million for the three and six months ended June 30, 2019, respectively.

The charges associated with these programs are further summarized below.

	Employee		Other
(Dollars in thousands)	Severance		Costs		Total
Balances at December 31, 2019	$	747	$	1,492	$	2,239
Restructuring charges		7,832		1,952		9,784
Cash payments		(872)		(1,996)		(2,868)
Non-cash items		(9)		(7)		(16)
Balances at June 30, 2020	$	7,698	$	1,441	$	9,139

We expect to make cash payments to settle the remaining liability for employee severance benefits and other costs over the next twelve months, except where legal or contractual obligations would require it to extend beyond that period.

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Leases

6 Months Ended

Jun. 30, 2020

Leases [Abstract]

Leases

15.    Leases

The Company has leases for equipment, office space, plant sites and distribution centers. Certain of these leases include options to extend the lease and some include options to terminate the lease early. Leases with an initial term of 12 months or less are not recorded on the balance sheet and the related lease expense is recognized on a straight-line basis over the lease term.

There are no leases that have not yet commenced that create significant rights and obligations for the Company.

The components of lease cost are shown below:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2020		2019		2020		2019		Income Statement Location
Operating lease cost(1)	$	1,204	$	1,286	$	2,463	$	2,646	Selling, general and administrative expenses
Operating lease cost(2)		1,606		2,292		3,737		4,526	Cost of sales
Finance lease cost
Amortization of right-of-use assets		64		62		136		113	Cost of sales
Interest of lease liabilities		7		3		14		6	Interest expense
Net lease cost	$	2,881	$	3,643	$	6,350	$	7,291

(1)Included in operating lease cost is $0.2 million and $0.4 million of short-term lease costs for the three and six months ended June 30, 2020, respectively, and $0.3 million and $0.5 million for the three and six months ended June 30, 2019 and $0.1 million and $0.2 million of variable lease costs for the three and six months ended June 30, 2020 and June 30, 2019, respectively.

(2)Included in operating lease cost is $0.7 million and $1.3 million of short-term lease costs for the three and six months ended June 30, 2020 and June 30, 2019, respectively, and $0.1 million and $0.4 million of variable lease costs for the three and six months ended June 30, 2020, respectively, and $0.3 million and $0.5 million of variable lease costs for the three and six months ended June 30, 2019, respectively.

Supplemental balance sheet information related to leases is shown below:

	June 30,		December 31,
(Dollars in thousands)	2020		2019		Balance Sheet Location
Assets
Operating leased assets	$	15,042	$	20,088	Operating leased assets
Finance leased assets (1)		795		859	Property, plant and equipment, net
Total leased assets	$	15,837	$	20,947
Liabilities
Current
Operating	$	5,349	$	6,515	Accrued expenses and other current liabilities
Finance		512		438	Loans payable and current portion of long-term debt
Noncurrent
Operating		9,716		14,474	Operating lease non-current liabilities
Finance		1,780		1,867	Long-term debt, less current portion
Total lease liabilities	$	17,357	$	23,294

(1)Finance leases are net of accumulated depreciation of $3.4 million and $3.4 million for June 30, 2020 and December 31, 2019, respectively.

Supplemental cash flow information related to leases are shown below:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2020		2019		2020		2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases	$	7	$	3	$	14	$	6
Operating cash flows from operating leases		1,808		2,409		3,827		4,669
Financing cash flows from finance leases		77		57		142		102
Leased assets obtained in exchange for new finance lease liabilities		51		89		155		218
Leased assets obtained in exchange for new operating lease liabilities		1,063		184		2,562		24,219

	June 30,
	2020
Weighted-average remaining lease term (years)
Operating leases	3.9
Finance leases	5.5
Weighted-average discount rate
Operating leases	4.2%
Finance leases	5.2%

Maturities of lease liabilities are shown below as of June 30, 2020:

(Dollars in thousands)	Finance ‎Leases		Operating ‎Leases
Remaining in 2020	$	316	$	3,488
2021		565		5,518
2022		545		3,314
2023		476		1,793
2024		372		866
2025		290		644
Thereafter		418		1,688
Net minimum lease payments	$	2,982	$	17,311
Less: interest		690		2,246
Present value of lease liabilities	$	2,292	$	15,065

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Earnings Per Share

6 Months Ended

Jun. 30, 2020

Earnings Per Share [Abstract]

Earnings Per Share

16.    Earnings Per Share

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

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands, except per share amounts)	2020		2019		2020		2019
Basic earnings (loss) per share computation:
Income (loss) from continuing operations	$	(1,926)	$	11,361	$	13,986	$	20,162
Less: Net income attributable to noncontrolling interests from continuing operations		309		193		342		362
Net income (loss) attributable to Ferro Corporation from continuing operations		(2,235)		11,168		13,644		19,800
Income (loss) from discontinued operations, net of income taxes		(3,238)		(252)		(3,017)		4,825
Less: Net income attributable to noncontrolling interests from discontinued operations		67		45		44		150
Net income (loss) attributable to Ferro Corporation from discontinued operations		(3,305)		(297)		(3,061)		4,675
Total	$	(5,540)	$	10,871	$	10,583	$	24,475
Weighted-average common shares outstanding		82,246		81,932		82,171		82,206
Basic earnings (loss) per share from continuing operations attributable to Ferro Corporation common shareholders	$	(0.03)	$	0.13	$	0.17	$	0.24
Diluted earnings (loss) per share computation:
Net income (loss) attributable to Ferro Corporation from continuing operations	$	(2,235)	$	11,168	$	13,644	$	19,800
Net income (loss) attributable to Ferro Corporation from discontinued operations		(3,305)		(297)		(3,061)		4,675
Total	$	(5,540)	$	10,871	$	10,583	$	24,475
Weighted-average common shares outstanding		82,246		81,932		82,171		82,206
Assumed exercise of stock options		543		502		799		551
Assumed satisfaction of restricted stock unit conditions		93		157		109		208
Assumed satisfaction of performance share unit conditions		45		87		200		90
Weighted-average diluted shares outstanding		82,927		82,678		83,279		83,055
Diluted earnings (loss) per share from continuing operations attributable to Ferro Corporation common shareholders	$	(0.03)	$	0.13	$	0.16	$	0.23

The number of anti-dilutive shares were 2.7 million and 2.3 million for the three and six months ended June 30, 2020, respectively, and 2.3 million and 2.2 million for the three and six months ended June 30, 2019, respectively. These shares are excluded from the calculation of diluted earnings per share due to their anti-dilutive impact.

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Share Repurchase Program

6 Months Ended

Jun. 30, 2020

Share Repurchase Program [Abstract]

Share Repurchase Program

17.    Share Repurchase Program

The Company’s Board of Directors has approved a share repurchase program under which the Company is authorized to repurchase up to $150 million of the Company’s outstanding shares of common stock on the open market, including through a Rule 10b5-1 plan, or in privately negotiated transactions.

The timing and amount of shares to be repurchased will be determined by the Company, based on evaluation of market and business conditions, share price, and other factors. The share repurchase programs do not obligate the Company to repurchase any dollar amount or number of common shares, and may be suspended or discontinued at any time.

As of June 30, 2020, $46.2 million remains authorized under the program for the repurchase of common stock.

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Accumulated Other Comprehensive Loss

6 Months Ended

Jun. 30, 2020

Accumulated Other Comprehensive Loss [Abstract]

Accumulated Other Comprehensive Loss

18.    Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss by component, net of tax, were as follows:

	Three Months Ended June 30,
		Postretirement		Foreign		Net Gain (Loss)
		Benefit Liability		Currency		on Cash Flow
(Dollars in thousands)		Adjustments		Items		Hedges		Total
Balances at March 31, 2019		$	1,126	$	(99,788)	$	(7,611)	$	(106,273)
Other comprehensive income (loss) before reclassifications, before tax			—		3,478		(11,521)		(8,043)
Reclassification to earnings:
Cash flow hedge income, before tax			—		—		1,602		1,602
Current period other comprehensive income (loss), before tax			—		3,478		(9,919)		(6,441)
Tax effect			—		(511)		(2,570)		(3,081)
Current period other comprehensive income (loss), net of tax			—		3,989		(7,349)		(3,360)
Balances at June 30, 2019		$	1,126	$	(95,799)	$	(14,960)	$	(109,633)
Balances at March 31, 2020		$	1,206	$	(115,847)	$	(22,047)	$	(136,688)
Other comprehensive income (loss) before reclassifications, before tax			—		3,388		(5,836)		(2,448)
Reclassification to earnings:
Cash flow hedge income, before tax			—		—		4,177		4,177
Current period other comprehensive income (loss), before tax			—		3,388		(1,659)		1,729
Tax effect			—		(505)		(99)		(604)
Current period other comprehensive income (loss), net of tax			—		3,893		(1,560)		2,333
Balances at June 30, 2020		$	1,206	$	(111,954)	$	(23,607)	$	(134,355)

	Six Months Ended June 30,
		Postretirement		Foreign			Net Loss
		Benefit Liability		Currency			on Cash
(Dollars in thousands)		Adjustments		Items			Flow Hedges	Total
Balances at December 31, 2018		$	1,126	$	(103,190)	$	(3,297)	$	(105,361)
Other comprehensive income (loss) before reclassifications, before tax			—		7,514		(10,548)		(3,034)
Reclassification to earnings:
Cash flow hedge loss, before tax			—		—		(5,152)		(5,152)
Current period other comprehensive income (loss), before tax			—		7,514		(15,700)		(8,186)
Tax effect			—		123		(4,037)		(3,914)
Current period other comprehensive income (loss), net of tax			—		7,391		(11,663)		(4,272)
Balances at June 30, 2019		$	1,126	$	(95,799)	$	(14,960)	$	(109,633)
Balances at December 31, 2019		$	1,206	$	(97,575)	$	(13,007)	$	(109,376)
Other comprehensive loss before reclassifications, before tax			—		(14,449)		(13,452)		(27,901)
Reclassification to earnings:
Cash flow hedge loss, before tax			—		—		(115)		(115)
Current period other comprehensive loss, before tax			—		(14,449)		(13,567)		(28,016)
Tax effect			—		(70)		(2,967)		(3,037)
Current period other comprehensive loss, net of tax			—		(14,379)		(10,600)		(24,979)
Balances at June 30, 2020		$	1,206	$	(111,954)	$	(23,607)	$	(134,355)

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Reporting For Segments

6 Months Ended

Jun. 30, 2020

Reporting For Segments [Abstract]

Reporting For Segments

19.    Reporting for Segments

As discussed in Note 4, during the fourth quarter of 2019, we entered into a definitive agreement to sell our Tile Coatings business which has historically been the majority of our Performance Coatings reportable segment. Substantially all of the assets and liabilities of our Tile Coatings business were classified as held-for-sale in the accompanying consolidated balance sheets and results are included within discontinued operation in the consolidated statement of operations for all periods presented. The retained assets, liabilities and operations of the Performance Coatings reportable segment are reflected within our Functional Coatings reportable segment.

Net sales to external customers by segment are presented in the table below. Sales between segments were not material.

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2020		2019		2020		2019
Functional Coatings	$	131,672	$	163,692	$	287,107	$	330,718
Color Solutions		73,129		97,266		170,020		193,622
Total net sales	$	204,801	$	260,958	$	457,127	$	524,340

Each segment’s gross profit and reconciliation to income before income taxes are presented in the table below:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2020		2019		2020		2019
Functional Coatings	$	36,119	$	49,307	$	83,936	$	97,537
Color Solutions		26,985		29,702		60,772		58,098
Other cost of sales		640		121		(226)		1,354
Total gross profit		63,744		79,130		144,482		156,989
Selling, general and administrative expenses		50,541		53,249		106,587		110,180
Restructuring and impairment charges		8,619		4,057		9,784		5,797
Other expense, net		6,310		7,810		8,808		15,304
Income before income taxes	$	(1,726)	$	14,014	$	19,303	$	25,708

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Recent Accounting Pronouncements (Policy)

6 Months Ended

Jun. 30, 2020

Recent Accounting Pronouncements [Abstract]

Recently Adopted Accounting Standards

Recently Adopted Accounting Standards

This section provides a description of new accounting pronouncements ("Accounting Standard Update" or "ASU") issued by the Financial Accounting Standards Board ("FASB") that are applicable to the Company.

New Accounting Standards Not Yet Adopted

New Accounting Standards Not Yet Adopted

We are currently evaluating the impact on our financial statements of the following ASUs:

Standard	Description
ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, issued March, 2020	Provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU are effective for all entities through December 31, 2022.
ASU No. 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans, issued August, 2018	Modifies disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. This ASU is effective for fiscal years beginning after December 15, 2020 and is to be applied using a retrospective approach for all periods presented. Early adoption is permitted.

No other new accounting pronouncements issued had, or are expected to have, a material impact on the Company’s consolidated financial statements.

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Revenue (Tables)

6 Months Ended

Jun. 30, 2020

Revenue [Abstract]

Revenues Disaggregated By Geography And Reportable Segment

Revenues disaggregated by geography and reportable segment for the three months ended June 30, 2020, follow:

(Dollars in thousands)	EMEA		United States		Asia Pacific		Latin America		Total
Functional Coatings		51,071		52,194		21,733		6,674		131,672
Color Solutions		27,874		30,520		9,110		5,625		73,129
Total net sales	$	78,945	$	82,714	$	30,843	$	12,299	$	204,801

Revenues disaggregated by geography and reportable segment for the three months ended June 30, 2019, follow:

(Dollars in thousands)	EMEA		United States		Asia Pacific		Latin America		Total
Functional Coatings		74,997		50,938		24,700		13,057		163,692
Color Solutions		37,044		43,142		9,011		8,069		97,266
Total net sales	$	112,041	$	94,080	$	33,711	$	21,126	$	260,958

Revenues disaggregated by geography and reportable segment for the six months ended June 30, 2020, follow:

(Dollars in thousands)	EMEA		United States		Asia Pacific		Latin America		Total
Functional Coatings	$	126,928	$	98,888	$	43,489	$	17,802	$	287,107
Color Solutions		65,763		71,679		18,406		14,172		170,020
Total net sales	$	192,691	$	170,567	$	61,895	$	31,974	$	457,127

Revenues disaggregated by geography and reportable segment for the six months ended June 30, 2019, follow:

(Dollars in thousands)	EMEA		United States		Asia Pacific		Latin America		Total
Functional Coatings	$	153,262	$	102,917	$	47,598	$	26,941	$	330,718
Color Solutions		72,611		86,741		17,836		16,434		193,622
Total net sales	$	225,873	$	189,658	$	65,434	$	43,375	$	524,340

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Discontinued Operations (Tables)

6 Months Ended

Jun. 30, 2020

Discontinued Operations [Abstract]

Summary Of Discontinued Operations

The table below summarizes results for the Tile Coatings business for the three and six months ended June 30, 2020 and 2019 which are reflected in our consolidated statements of operations as discontinued operations. Interest expense has been allocated to the discontinued operations based on the ratio of net assets of the business to consolidated net assets excluding debt.

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2020		2019		2020		2019
Net sales	$	75,254	$	132,944	$	190,004	$	257,110
Cost of sales		59,073		103,816		145,975		203,985
Gross profit		16,181		29,128		44,029		53,125
Selling, general and administrative expenses		15,542		18,396		34,350		33,545
Restructuring and impairment charges		1,758		6,203		2,037		6,590
Interest expense		2,517		2,969		4,748		5,958
Interest earned		(129)		(52)		(153)		(67)
Foreign currency losses (gains), net		(804)		(663)		4,961		(1,889)
Miscellaneous expense, net		705		41		1,247		270
Income (loss) from discontinued operations before income taxes		(3,408)		2,234		(3,161)		8,718
Income tax expense (benefit)		(170)		2,486		(144)		3,893
Income (loss) from discontinued operations, net of income taxes		(3,238)		(252)		(3,017)		4,825
Less: Net income attributable to noncontrolling interests		67		45		44		150
Net income (loss) attributable to Tile Coatings business	$	(3,305)	$	(297)	$	(3,061)	$	4,675

The following table summarizes the assets and liabilities which are classified as held-for-sale at June 30, 2020 and December 31, 2019:

	June 30,		December 31,
(Dollars in thousands)	2020		2019
Cash and cash equivalents	$	8,200	$	8,200
Accounts receivable, net		142,334		156,645
Inventories		101,084		101,127
Other receivables		24,884		22,442
Other current assets		3,074		3,006
Current assets held-for-sale		279,576		291,420
Property, plant and equipment, net		97,130		96,762
Goodwill		3		3
Amortizable intangible assets, net		39,720		39,692
Deferred income taxes		14,034		14,425
Other non-current assets		6,502		7,049
Non-current assets held-for-sale		157,389		157,931
Total assets held-for-sale	$	436,965	$	449,351
Loans payable and current portion of long-term debt	$	3,118	$	3,678
Accounts payable		68,001		96,998
Accrued payrolls		6,740		4,838
Accrued expenses and other current liabilities		25,607		28,266
Current liabilities held-for-sale		103,466		133,780
Long-term debt, less current portion		25,755		25,805
Postretirement and pension liabilities		8,002		7,473
Other non-current liabilities		5,429		5,063
Non-current liabilities held-for-sale		39,186		38,341
Total liabilities held-for-sale	$	142,652	$	172,121

The following table summarizes cash flow data relating to discontinued operations for the six months ended June 30, 2020 and 2019:

	Six Months Ended
	June 30,
(Dollars in thousands)	2020		2019
Depreciation	$	—	$	5,833
Amortization of intangible assets		—		1,594
Capital expenditures		(1,909)		(7,502)
Non-cash operating activities - goodwill impairment		—		5,963
Non-cash operating activities - restructuring and impairment charges		1,070		115
Non-cash investing activities - capital expenditures, consisting of unpaid capital expenditure liabilities at period end		507		1,322

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Inventories (Tables)

6 Months Ended

Jun. 30, 2020

Inventories [Abstract]

Inventories

	June 30,		December 31,
(Dollars in thousands)	2020		2019
Raw materials	$	88,658	$	80,176
Work in process		50,247		49,717
Finished goods		151,754		134,583
Total inventories	$	290,659	$	264,476

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Goodwill And Other Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2020

Goodwill And Other Intangible Assets [Abstract]

Details And Activity Of Goodwill By Segment

	Functional		Color
(Dollars in thousands)	Coatings		Solutions		Total
Goodwill, net at December 31, 2019	$	121,902	$	50,307	$	172,209
Foreign currency adjustments		(655)		(9)		(664)
Goodwill, net at June 30, 2020	$	121,247	$	50,298	$	171,545

Schedule Of Impairment Of Goodwill

	June 30,		December 31,
(Dollars in thousands)	2020		2019
Goodwill, gross	$	230,012	$	230,676
Accumulated impairment		(58,467)		(58,467)
Goodwill, net	$	171,545	$	172,209

Details Of Amortizable Intangible Assets

	June 30,		December 31,
(Dollars in thousands)	2020		2019
Gross amortizable intangible assets:
Patents	$	5,424	$	5,434
Land rights		2,859		2,900
Technology/know-how and other		114,480		112,940
Customer relationships		66,022		66,454
Total gross amortizable intangible assets		188,785		187,728
Accumulated amortization:
Patents		(5,403)		(5,413)
Land rights		(1,398)		(1,378)
Technology/know-how and other		(57,011)		(50,973)
Customer relationships		(15,642)		(14,831)
Total accumulated amortization		(79,454)		(72,595)
Amortizable intangible assets, net	$	109,331	$	115,133

Schedule Of Indefinite-Lived Intangible Assets

	June 30,		December 31,
(Dollars in thousands)	2020		2019
Indefinite-lived intangibles assets:
Trade names and trademarks	$	12,693	$	12,682

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Debt (Tables)

6 Months Ended

Jun. 30, 2020

Debt [Abstract]

Loans Payable And Current Portion Of Long-Term Debt

	June 30,		December 31,
(Dollars in thousands)	2020		2019
Loans payable	$	11,602	$	—
Current portion of long-term debt		8,777		8,703
Current portion of long-term debt	$	20,379	$	8,703

Summary Of Long-Term Debt

	June 30,		December 31,
(Dollars in thousands)	2020		2019
Term loan facility, net of unamortized issuance costs, maturing 2024(1)	$	797,236	$	801,764
Revolving credit facility		16,617		—
Capital lease obligations		2,292		2,305
Other notes		3,425		3,496
Total long-term debt		819,570		807,565
Current portion of long-term debt		(8,777)		(8,703)
Long-term debt, less current portion	$	810,793	$	798,862

(1)The carrying value of the term loan facility, maturing 2024, is net of unamortized debt issuance costs of $4.3 million at June 30, 2020, and $3.9 million at December 31, 2019.

Schedule Of Trade Accounts Receivable In International Receivable Sales Programs

	Six Months Ended
	June 30,
(Dollars in thousands)	2020		2019
Trade accounts receivable sold to financial institutions	$	91,048	$	20,337
Cash proceeds from financial institutions (1)		58,794		12,634

(1)In the six months ended June 30, 2020 and 2019, our Tile Coatings business received cash proceeds from financial institutions of $47.3 million and $67.6 million, respectively. Refer to Note 4 for additional discussion of the Tile Coatings business and its classification as discontinued operations.

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Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2020

Financial Instruments Assets (Liabilities) Measured At Fair Value

	June 30, 2020
	Carrying		Fair Value
(Dollars in thousands)	Amount		Total		Level 1		Level 2		Level 3
Cash and cash equivalents	$	62,031	$	62,031	$	62,031	$	—	$	—
Loans payable		(11,602)		(11,602)		—		(11,602)		—
Term loan facility - Amended Credit Facility (1)		(797,236)		(775,050)		—		(775,050)		—
Revolving credit facility		(16,617)		(17,484)		—		(17,484)		—
Other long-term notes payable		(3,425)		(1,442)		—		(1,442)		—
Cross currency swaps		21,246		21,246		—		21,246		—
Interest rate swaps		(27,517)		(27,517)		—		(27,517)		—
Foreign currency forward contracts, net		1,696		1,696		—		1,696		—

	December 31, 2019
	Carrying		Fair Value
(Dollars in thousands)	Amount		Total		Level 1		Level 2		Level 3
Cash and cash equivalents	$	96,202	$	96,202	$	96,202	$	—	$	—
Term loan facility - Amended Credit Facility (1)		(801,764)		(799,750)		—		(799,750)		—
Other long-term notes payable		(3,496)		(1,557)		—		(1,557)		—
Cross currency swaps		22,111		22,111		—		22,111		—
Interest rate swaps		(14,698)		(14,698)		—		(14,698)		—
Foreign currency forward contracts, net		601		601		—		601		—

(1)The carrying value of the term loan facility is net of unamortized debt issuance costs of $4.3 million and $3.9 million for the period ended June 30, 2020, and December 31, 2019, respectively.

Schedule Of Loss Recognized In AOCI And The Amount Of Gain (Loss) Reclassified Into Earnings

The amount of loss recognized in AOCL and the amount of loss (gain) reclassified into earnings for the three months ended June 30, 2020 and 2019, follow:

					Amount of Loss (Gain)
	Amount of Loss				Reclassified from				Location of Gain (Loss)
	Recognized in AOCL				AOCL into Income				Reclassified from
(Dollars in thousands)	2020		2019		2020		2019		AOCL into Income
Interest rate swaps	$	(1,934)	$	(6,813)	$	(824)	$	36	Interest expense
Cross currency swaps		(3,902)		(4,708)		851		1,528	Interest expense
					$	27	$	1,564	Total Interest expense
Cross currency swaps						(4,204)		(3,166)	Foreign currency losses, net
					$	(4,204)	$	(3,166)	Total Foreign currency losses, net

The amount of gain (loss) recognized in AOCL and the amount of loss (gain) reclassified into earnings for the six months ended June 30, 2020 and 2019, follow:

					Amount of Loss (Gain)
	Amount of Gain (Loss)				Reclassified from				Location of Gain (Loss)
	Recognized in AOCL				AOCL into Income				Reclassified from
(Dollars in thousands)	2020		2019		2020		2019		AOCL into Income
Interest rate swaps	$	(14,808)	$	(10,920)	$	(1,322)	$	214	Interest expense
Cross currency swaps		1,356		372		2,019		3,160	Interest expense
					$	697	$	3,374	Total Interest expense
Cross currency swap						(582)		1,778	Foreign currency losses, net
					$	(582)	$	1,778	Total Foreign currency losses, net

Effect On Derivative Instruments On Consolidated Statements Of Operations

	Three months ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2020		2019		2020		2019
Interest expense	$	6,177	$	6,281	$	11,707	$	12,576
Foreign currency losses, net		1,143		2,043		(172)		4,007

Loss On Net Investment Hedges Recognized In AOCI, Amount Reclassified Into Earnings And Gain Recognized In Income On Derivative

The amount of loss on net investment hedges recognized in AOCL, the amount reclassified into earnings and the amount of gain recognized in income on derivative (amount excluded from effectiveness testing) for the three months ended June 30, 2020 and 2019, follow:

									Amount of Gain
					Amount of Gain				Recognized in Income on
	Amount of Loss				Reclassified from				Derivative (Amount Excluded				Location of Gain
	Recognized in AOCL				AOCL into Income				from Effectiveness Testing)				in Earnings
(Dollars in thousands)	2020		2019		2020		2019		2020		2019
Cross currency swaps	$	(1,569)	$	(1,260)	$	—	$	—	$	612	$	949	Interest expense

The amount of gain on net investment hedges recognized in AOCL, the amount reclassified into earnings and the amount of gain recognized in income on derivative (amount excluded from effectiveness testing) for the six months ended June 30, 2020 and 2019, follow:

									Amount of Gain
					Amount of Gain				Recognized in Income on
	Amount of Gain				Reclassified from				Derivative (Amount Excluded				Location of Gain
	Recognized in AOCL				AOCL into Income				from Effectiveness Testing)				in Earnings
(Dollars in thousands)	2020		2019		2020		2019		2020		2019
Cross currency swaps	$	1,090	$	2,477	$	—	$	—	$	1,392	$	1,950	Interest expense

Fair Value Of Derivative Instruments On Consolidated Balance Sheets

	June 30,		December 31,
(Dollars in thousands)	2020		2019		Balance Sheet Location
Asset derivatives:
Cross currency swaps	$	1,923	$	6,711	Other current assets
Cross currency swaps		19,323		15,400	Other non-current assets
Foreign currency forward contracts		2,539		1,474	Other current assets
Liability derivatives:
Interest rate swaps	$	(8,186)	$	(3,723)	Accrued expenses and other current liabilities
Interest rate swaps		(19,331)		(10,975)	Other non-current liabilities
Foreign currency forward contracts		(843)		(873)	Accrued expenses and other current liabilities

Not Designated As Hedging Instrument [Member]

Effect On Derivative Instruments On Consolidated Statements Of Operations

	Amount of Gain (Loss)				Amount of Gain
	Recognized in Earnings				Recognized in Earnings
	Three Months Ended				Six Months Ended
	June 30,				June 30,				Location of Gain (Loss) in Earnings
(Dollars in thousands)	2020		2019		2020		2019
Foreign currency forward contracts	$	142	$	(1,497)	$	410	$	27	Foreign currency losses, net

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Retirement Benefits (Tables)

6 Months Ended

Jun. 30, 2020

Retirement Benefits [Abstract]

Net Periodic Benefit Cost (Credit)

Net periodic benefit cost (credit) of our U.S. pension plans (including our unfunded nonqualified plans), non-U.S. pension plans, and postretirement health care and life insurance benefit plans for the three months ended June 30, 2020 and 2019, respectively, follow:

	U.S. Pension Plans				Non-U.S. Pension Plans				Other Benefit Plans
	Three Months Ended June 30,
(Dollars in thousands)	2020		2019		2020		2019		2020		2019
Service cost	$	3	$	3	$	294	$	330	$	—	$	1
Interest cost		2,388		2,963		343		479		133		175
Expected return on plan assets		(3,708)		(3,153)		(116)		(170)		—		—
Amortization of prior service cost		—		—		(4)		(14)		—		—
Net periodic benefit (credit) cost	$	(1,317)	$	(187)	$	517	$	625	$	133	$	176

Net periodic benefit (credit) cost for the six months ended June 30, 2020 and 2019, respectively, follow:

	U.S. Pension Plans				Non-U.S. Pension Plans				Other Benefit Plans
	Six Months Ended June 30,
(Dollars in thousands)	2020		2019		2020		2019		2020		2019
Service cost	$	6	$	5	$	579	$	611	$	1	$	1
Interest cost		4,775		5,926		673		948		265		351
Expected return on plan assets		(7,416)		(6,305)		(228)		(336)		—		—
Amortization of prior service cost		—		—		(9)		(9)		—		—
Net periodic benefit (credit) cost	$	(2,635)	$	(374)	$	1,015	$	1,214	$	266	$	352

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Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2020

Stock-Based Compensation [Abstract]

Details Of Weighted-Average Grant-Date Fair Values And Assumptions Used For Estimating Fair Values

	Stock Options
Weighted-average grant-date fair value	$	5.28
Expected life, in years		5.2
Risk-free interest rate		1.4	%
Expected volatility		35.1	%

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Restructuring And Optimization Programs (Tables)

6 Months Ended

Jun. 30, 2020

Restructuring And Optimization Programs [Abstract]

Summary Of Accruals Related To Restructuring And Optimization Programs

	Employee		Other
(Dollars in thousands)	Severance		Costs		Total
Balances at December 31, 2019	$	747	$	1,492	$	2,239
Restructuring charges		7,832		1,952		9,784
Cash payments		(872)		(1,996)		(2,868)
Non-cash items		(9)		(7)		(16)
Balances at June 30, 2020	$	7,698	$	1,441	$	9,139

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Leases (Tables)

6 Months Ended

Jun. 30, 2020

Leases [Abstract]

Components Of Lease Costs

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2020		2019		2020		2019		Income Statement Location
Operating lease cost(1)	$	1,204	$	1,286	$	2,463	$	2,646	Selling, general and administrative expenses
Operating lease cost(2)		1,606		2,292		3,737		4,526	Cost of sales
Finance lease cost
Amortization of right-of-use assets		64		62		136		113	Cost of sales
Interest of lease liabilities		7		3		14		6	Interest expense
Net lease cost	$	2,881	$	3,643	$	6,350	$	7,291

(1)Included in operating lease cost is $0.2 million and $0.4 million of short-term lease costs for the three and six months ended June 30, 2020, respectively, and $0.3 million and $0.5 million for the three and six months ended June 30, 2019 and $0.1 million and $0.2 million of variable lease costs for the three and six months ended June 30, 2020 and June 30, 2019, respectively.

(2)Included in operating lease cost is $0.7 million and $1.3 million of short-term lease costs for the three and six months ended June 30, 2020 and June 30, 2019, respectively, and $0.1 million and $0.4 million of variable lease costs for the three and six months ended June 30, 2020, respectively, and $0.3 million and $0.5 million of variable lease costs for the three and six months ended June 30, 2019, respectively.

Supplemental Balance Sheet Information Related To Leases

	June 30,		December 31,
(Dollars in thousands)	2020		2019		Balance Sheet Location
Assets
Operating leased assets	$	15,042	$	20,088	Operating leased assets
Finance leased assets (1)		795		859	Property, plant and equipment, net
Total leased assets	$	15,837	$	20,947
Liabilities
Current
Operating	$	5,349	$	6,515	Accrued expenses and other current liabilities
Finance		512		438	Loans payable and current portion of long-term debt
Noncurrent
Operating		9,716		14,474	Operating lease non-current liabilities
Finance		1,780		1,867	Long-term debt, less current portion
Total lease liabilities	$	17,357	$	23,294

(1)Finance leases are net of accumulated depreciation of $3.4 million and $3.4 million for June 30, 2020 and December 31, 2019, respectively.

Supplemental Cash Flow Information Related To Leases

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2020		2019		2020		2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases	$	7	$	3	$	14	$	6
Operating cash flows from operating leases		1,808		2,409		3,827		4,669
Financing cash flows from finance leases		77		57		142		102
Leased assets obtained in exchange for new finance lease liabilities		51		89		155		218
Leased assets obtained in exchange for new operating lease liabilities		1,063		184		2,562		24,219

	June 30,
	2020
Weighted-average remaining lease term (years)
Operating leases	3.9
Finance leases	5.5
Weighted-average discount rate
Operating leases	4.2%
Finance leases	5.2%

Maturities Of Lease Liabilities

(Dollars in thousands)	Finance ‎Leases		Operating ‎Leases
Remaining in 2020	$	316	$	3,488
2021		565		5,518
2022		545		3,314
2023		476		1,793
2024		372		866
2025		290		644
Thereafter		418		1,688
Net minimum lease payments	$	2,982	$	17,311
Less: interest		690		2,246
Present value of lease liabilities	$	2,292	$	15,065

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Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2020

Earnings Per Share [Abstract]

Calculations Of Basic And Diluted Earnings Per Share

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands, except per share amounts)	2020		2019		2020		2019
Basic earnings (loss) per share computation:
Income (loss) from continuing operations	$	(1,926)	$	11,361	$	13,986	$	20,162
Less: Net income attributable to noncontrolling interests from continuing operations		309		193		342		362
Net income (loss) attributable to Ferro Corporation from continuing operations		(2,235)		11,168		13,644		19,800
Income (loss) from discontinued operations, net of income taxes		(3,238)		(252)		(3,017)		4,825
Less: Net income attributable to noncontrolling interests from discontinued operations		67		45		44		150
Net income (loss) attributable to Ferro Corporation from discontinued operations		(3,305)		(297)		(3,061)		4,675
Total	$	(5,540)	$	10,871	$	10,583	$	24,475
Weighted-average common shares outstanding		82,246		81,932		82,171		82,206
Basic earnings (loss) per share from continuing operations attributable to Ferro Corporation common shareholders	$	(0.03)	$	0.13	$	0.17	$	0.24
Diluted earnings (loss) per share computation:
Net income (loss) attributable to Ferro Corporation from continuing operations	$	(2,235)	$	11,168	$	13,644	$	19,800
Net income (loss) attributable to Ferro Corporation from discontinued operations		(3,305)		(297)		(3,061)		4,675
Total	$	(5,540)	$	10,871	$	10,583	$	24,475
Weighted-average common shares outstanding		82,246		81,932		82,171		82,206
Assumed exercise of stock options		543		502		799		551
Assumed satisfaction of restricted stock unit conditions		93		157		109		208
Assumed satisfaction of performance share unit conditions		45		87		200		90
Weighted-average diluted shares outstanding		82,927		82,678		83,279		83,055
Diluted earnings (loss) per share from continuing operations attributable to Ferro Corporation common shareholders	$	(0.03)	$	0.13	$	0.16	$	0.23

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Accumulated Other Comprehensive Loss (Tables)

6 Months Ended

Jun. 30, 2020

Accumulated Other Comprehensive Loss [Abstract]

Changes In Accumulated Other Comprehensive Loss By Component, Net Of Tax

	Three Months Ended June 30,
		Postretirement		Foreign		Net Gain (Loss)
		Benefit Liability		Currency		on Cash Flow
(Dollars in thousands)		Adjustments		Items		Hedges		Total
Balances at March 31, 2019		$	1,126	$	(99,788)	$	(7,611)	$	(106,273)
Other comprehensive income (loss) before reclassifications, before tax			—		3,478		(11,521)		(8,043)
Reclassification to earnings:
Cash flow hedge income, before tax			—		—		1,602		1,602
Current period other comprehensive income (loss), before tax			—		3,478		(9,919)		(6,441)
Tax effect			—		(511)		(2,570)		(3,081)
Current period other comprehensive income (loss), net of tax			—		3,989		(7,349)		(3,360)
Balances at June 30, 2019		$	1,126	$	(95,799)	$	(14,960)	$	(109,633)
Balances at March 31, 2020		$	1,206	$	(115,847)	$	(22,047)	$	(136,688)
Other comprehensive income (loss) before reclassifications, before tax			—		3,388		(5,836)		(2,448)
Reclassification to earnings:
Cash flow hedge income, before tax			—		—		4,177		4,177
Current period other comprehensive income (loss), before tax			—		3,388		(1,659)		1,729
Tax effect			—		(505)		(99)		(604)
Current period other comprehensive income (loss), net of tax			—		3,893		(1,560)		2,333
Balances at June 30, 2020		$	1,206	$	(111,954)	$	(23,607)	$	(134,355)

	Six Months Ended June 30,
		Postretirement		Foreign			Net Loss
		Benefit Liability		Currency			on Cash
(Dollars in thousands)		Adjustments		Items			Flow Hedges	Total
Balances at December 31, 2018		$	1,126	$	(103,190)	$	(3,297)	$	(105,361)
Other comprehensive income (loss) before reclassifications, before tax			—		7,514		(10,548)		(3,034)
Reclassification to earnings:
Cash flow hedge loss, before tax			—		—		(5,152)		(5,152)
Current period other comprehensive income (loss), before tax			—		7,514		(15,700)		(8,186)
Tax effect			—		123		(4,037)		(3,914)
Current period other comprehensive income (loss), net of tax			—		7,391		(11,663)		(4,272)
Balances at June 30, 2019		$	1,126	$	(95,799)	$	(14,960)	$	(109,633)
Balances at December 31, 2019		$	1,206	$	(97,575)	$	(13,007)	$	(109,376)
Other comprehensive loss before reclassifications, before tax			—		(14,449)		(13,452)		(27,901)
Reclassification to earnings:
Cash flow hedge loss, before tax			—		—		(115)		(115)
Current period other comprehensive loss, before tax			—		(14,449)		(13,567)		(28,016)
Tax effect			—		(70)		(2,967)		(3,037)
Current period other comprehensive loss, net of tax			—		(14,379)		(10,600)		(24,979)
Balances at June 30, 2020		$	1,206	$	(111,954)	$	(23,607)	$	(134,355)

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Reporting For Segments (Tables)

6 Months Ended

Jun. 30, 2020

Reporting For Segments [Abstract]

Net Sales To External Customers By Segment

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2020		2019		2020		2019
Functional Coatings	$	131,672	$	163,692	$	287,107	$	330,718
Color Solutions		73,129		97,266		170,020		193,622
Total net sales	$	204,801	$	260,958	$	457,127	$	524,340

Segment's Gross Profit And Reconciliations To Income Before Income Taxes

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2020		2019		2020		2019
Functional Coatings	$	36,119	$	49,307	$	83,936	$	97,537
Color Solutions		26,985		29,702		60,772		58,098
Other cost of sales		640		121		(226)		1,354
Total gross profit		63,744		79,130		144,482		156,989
Selling, general and administrative expenses		50,541		53,249		106,587		110,180
Restructuring and impairment charges		8,619		4,057		9,784		5,797
Other expense, net		6,310		7,810		8,808		15,304
Income before income taxes	$	(1,726)	$	14,014	$	19,303	$	25,708

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Revenue (Revenues Disaggregated By Geography And Reportable Segment) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Disaggregation of Revenue [Line Items]
Total net sales	$ 204,801	$ 260,958	$ 457,127	$ 524,340
Functional Coatings [Member]
Disaggregation of Revenue [Line Items]
Total net sales	131,672	163,692	287,107	330,718
Color Solutions [Member]
Disaggregation of Revenue [Line Items]
Total net sales	73,129	97,266	170,020	193,622
EMEA [Member]
Disaggregation of Revenue [Line Items]
Total net sales	78,945	112,041	192,691	225,873
EMEA [Member] | Functional Coatings [Member]
Disaggregation of Revenue [Line Items]
Total net sales	51,071	74,997	126,928	153,262
EMEA [Member] | Color Solutions [Member]
Disaggregation of Revenue [Line Items]
Total net sales	27,874	37,044	65,763	72,611
United States [Member]
Disaggregation of Revenue [Line Items]
Total net sales	82,714	94,080	170,567	189,658
United States [Member] | Functional Coatings [Member]
Disaggregation of Revenue [Line Items]
Total net sales	52,194	50,938	98,888	102,917
United States [Member] | Color Solutions [Member]
Disaggregation of Revenue [Line Items]
Total net sales	30,520	43,142	71,679	86,741
Asia Pacific [Member]
Disaggregation of Revenue [Line Items]
Total net sales	30,843	33,711	61,895	65,434
Asia Pacific [Member] | Functional Coatings [Member]
Disaggregation of Revenue [Line Items]
Total net sales	21,733	24,700	43,489	47,598
Asia Pacific [Member] | Color Solutions [Member]
Disaggregation of Revenue [Line Items]
Total net sales	9,110	9,011	18,406	17,836
Latin America [Member]
Disaggregation of Revenue [Line Items]
Total net sales	12,299	21,126	31,974	43,375
Latin America [Member] | Functional Coatings [Member]
Disaggregation of Revenue [Line Items]
Total net sales	6,674	13,057	17,802	26,941
Latin America [Member] | Color Solutions [Member]
Disaggregation of Revenue [Line Items]
Total net sales	$ 5,625	$ 8,069	$ 14,172	$ 16,434

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Discontinued Operations (Summary Of Statements Of Operations As Discontinued Operations) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Income (loss) from discontinued operations, net of income taxes	$ (3,238)	$ (252)	$ (3,017)	$ 4,825
Less: Net income attributable to noncontrolling interests	376	238	386	512
Net income (loss) attributable to Tile Coatings business	(5,540)	10,871	10,583	24,475
Discontinued Operations [Member] | Tile Coatings [Member]
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Net sales	75,254	132,944	190,004	257,110
Cost of sales	59,073	103,816	145,975	203,985
Gross profit	16,181	29,128	44,029	53,125
Selling, general and administrative expenses	15,542	18,396	34,350	33,545
Restructuring and impairment charges	1,758	6,203	2,037	6,590
Interest expense	2,517	2,969	4,748	5,958
Interest earned	(129)	(52)	(153)	(67)
Foreign currency losses (gains), net	(804)	(663)	4,961	(1,889)
Miscellaneous expense, net	705	41	1,247	270
Income (loss) from discontinued operations before income taxes	(3,408)	2,234	(3,161)	8,718
Income tax expense (benefit)	(170)	2,486	(144)	3,893
Income (loss) from discontinued operations, net of income taxes	(3,238)	(252)	(3,017)	4,825
Less: Net income attributable to noncontrolling interests	67	45	44	150
Net income (loss) attributable to Tile Coatings business	$ (3,305)	$ (297)	$ (3,061)	$ 4,675

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Discontinued Operations (Summary Of Assets And Liabilities As Discontinued Operations) (Details) - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019	Jun. 30, 2019
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash and cash equivalents	$ 8,200		$ 8,200
Current assets held-for-sale	279,576	$ 291,420
Deferred income taxes	101,114	98,714
Non-current assets held-for-sale	157,389	157,931
Current liabilities held-for-sale	103,466	133,780
Non-current liabilities held-for-sale	39,186	38,341
Tile Coatings [Member] | Discontinued Operations, Held-For-Sale [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash and cash equivalents	8,200	8,200
Accounts receivable, net	142,334	156,645
Inventories	101,084	101,127
Other receivables	24,884	22,442
Other current assets	3,074	3,006
Current assets held-for-sale	279,576	291,420
Property, plant and equipment, net	97,130	96,762
Goodwill	3	3
Amortizable intangible assets, net	39,720	39,692
Deferred income taxes	14,034	14,425
Other non-current assets	6,502	7,049
Non-current assets held-for-sale	157,389	157,931
Total assets held-for-sale	436,965	449,351
Loans payable and current portion of long-term debt	3,118	3,678
Accounts payable	68,001	96,998
Accrued payrolls	6,740	4,838
Accrued expenses and other current liabilities	25,607	28,266
Current liabilities held-for-sale	103,466	133,780
Long-term debt, less current portion	25,755	25,805
Postretirement and pension liabilities	8,002	7,473
Other non-current liabilities	5,429	5,063
Non-current liabilities held-for-sale	39,186	38,341
Total liabilities held-for-sale	$ 142,652	$ 172,121

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Discontinued Operations (Summary Of Cash Flow Data Related To Discontinued Operations) (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Non-cash investing activities - capital expenditures, consisting of of unpaid capital expenditure liabilities at period end	$ 300	$ 900
Tile Coatings [Member] | Discontinued Operations [Member]
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Depreciation		5,833
Amortization of intangible assets		1,594
Capital expenditures	(1,909)	(7,502)
Non-cash operating activities - goodwill impairment		5,963
Non-cash operating activities - restructuring and impairment charges	1,070	115
Non-cash investing activities - capital expenditures, consisting of of unpaid capital expenditure liabilities at period end	$ 507	$ 1,322

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Inventories (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019
Inventories [Abstract]
Terms of precious metals consignment agreements, maximum			1 year
Fees under precious metals consignment agreements	$ 0.6	$ 0.6	$ 1.7	$ 1.7
Fair value of precious metals on hand under consignment agreements	$ 77.3		$ 77.3		$ 66.2

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Inventories (Inventories) (Details) - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019
Inventories [Abstract]
Raw materials	$ 88,658	$ 80,176
Work in process	50,247	49,717
Finished goods	151,754	134,583
Total inventories	$ 290,659	$ 264,476

XML

Property, Plant And Equipment (Narrative) (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Property, plant and equipment net of accumulated depreciation	$ 420.6		$ 413.8
Unpaid capital expenditure liabilities	0.3	$ 0.9
Discontinued Operations, Held-For-Sale [Member] | Tile Coatings [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment net of accumulated depreciation	$ 137.8		$ 136.7

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Goodwill And Other Intangible Assets (Details And Activity Of Goodwill By Segment) (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2020 USD ($)
Acquired Finite-Lived Intangible Assets [Line Items]
Goodwill, net at beginning	$ 172,209
Foreign currency adjustment	(664)
Goodwill, net at ending	171,545
Functional Coatings [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Goodwill, net at beginning	121,902
Foreign currency adjustment	(655)
Goodwill, net at ending	121,247
Color Solutions [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Goodwill, net at beginning	50,307
Foreign currency adjustment	(9)
Goodwill, net at ending	$ 50,298

XML

Goodwill And Other Intangible Assets (Schedule Of Impairment Of Goodwill) (Details) - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019
Goodwill And Other Intangible Assets [Abstract]
Goodwill, gross	$ 230,012	$ 230,676
Accumulated impairment	(58,467)	(58,467)
Goodwill, net	$ 171,545	$ 172,209

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Goodwill And Other Intangible Assets (Details Of Amortizable Intangible Assets) (Details) - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019
Amortization Of Intangible Assets [Line Items]
Total gross amortizable intangible assets	$ 188,785	$ 187,728
Total accumulated amortization	(79,454)	(72,595)
Amortizable intangible assets, net	109,331	115,133
Patents [Member]
Amortization Of Intangible Assets [Line Items]
Total gross amortizable intangible assets	5,424	5,434
Total accumulated amortization	(5,403)	(5,413)
Land Rights [Member]
Amortization Of Intangible Assets [Line Items]
Total gross amortizable intangible assets	2,859	2,900
Total accumulated amortization	(1,398)	(1,378)
Technology/Know-how And Other [Member]
Amortization Of Intangible Assets [Line Items]
Total gross amortizable intangible assets	114,480	112,940
Total accumulated amortization	(57,011)	(50,973)
Customer Relationships [Member]
Amortization Of Intangible Assets [Line Items]
Total gross amortizable intangible assets	66,022	66,454
Total accumulated amortization	$ (15,642)	$ (14,831)

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Goodwill And Other Intangible Assets (Schedule Of Indefinite-Lived Intangible Assets) (Details) - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019
Trade Names and Trademarks [Member]
Indefinite-lived Intangible Assets [Line Items]
Indefinite-lived intangible assets	$ 12,693	$ 12,682

XML

Debt (Narrative) (Details)	6 Months Ended
	Jun. 30, 2020 USD ($)	Jun. 30, 2020 EUR (€)	Dec. 31, 2019 USD ($)	Feb. 14, 2017 USD ($)	Feb. 14, 2017 EUR (€)
Debt Instrument [Line Items]
Additional commitments under the revolving line of credit or term loans	$ 250,000,000
Long-term debt	819,570,000		$ 807,565,000
Accrued expenses and other current liabilities	9,400,000		12,800,000
Other Financing Arrangements [Member]
Debt Instrument [Line Items]
Maximum available in form of cash or letters of credit	28,100,000		28,100,000
Additional borrowings available	$ 13,400,000		25,000,000.0
International Receivable Sales Programs [Member]
Debt Instrument [Line Items]
Debt amount issued | €		€ 100,000,000
Maturity date	Dec. 31, 2023
Outstanding principal amount	$ 14,800,000		19,300,000
Pecentage of cash receivable of sold receivable	65.00%
Other receivables	$ 7,200,000		6,600,000
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Long-term debt	$ 16,617,000
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.00%
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member]
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.00%
Applicable margin percentage	1.50%	1.50%
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member]
Debt Instrument [Line Items]
Applicable margin percentage	2.50%	2.50%
Revolving Credit Facility [Member] | Base Rate [Member] | Minimum [Member]
Debt Instrument [Line Items]
Applicable margin percentage	0.50%	0.50%
Revolving Credit Facility [Member] | Base Rate [Member] | Maximum [Member]
Debt Instrument [Line Items]
Applicable margin percentage	1.50%	1.50%
Revolving Credit Facility [Member] | Federal Funds Effective Swap Rate [Member]
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.50%
Amended Credit Facility [Member]
Debt Instrument [Line Items]
Additional borrowings available	$ 479,200,000
2018 Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Borrowings under revolving line of credit	$ 16,600,000
Secured Debt [Member] | Secured Euro Term Loan Facility 250 Million [Member]
Debt Instrument [Line Items]
Term of debt instrument/credit facility	7 years
Debt amount issued | €					€ 250,000,000
Secured Debt [Member] | Secured Term Loan Facility [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.00%
Applicable margin percentage	2.25%	2.25%
Secured Debt [Member] | Secured Term Loan Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member]
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.00%
Secured Debt [Member] | Secured Term Loan Facility [Member] | Base Rate [Member]
Debt Instrument [Line Items]
Applicable margin percentage	1.25%	1.25%
Secured Debt [Member] | Secured Term Loan Facility [Member] | Federal Funds Effective Swap Rate [Member]
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.50%
Secured Debt [Member] | Tranche B-1 Loans [Member]
Debt Instrument [Line Items]
Debt stated interest rate	2.56%	2.56%
Long-term debt	$ 347,000,000.0
Secured Debt [Member] | Tranche B-2 Loans [Member]
Debt Instrument [Line Items]
Debt stated interest rate	2.56%	2.56%
Long-term debt	$ 229,700,000
Secured Debt [Member] | Tranche B-3 Loans [Member]
Debt Instrument [Line Items]
Debt stated interest rate	2.56%	2.56%
Long-term debt	$ 224,800,000
Secured Debt [Member] | Tranche B-1, B-2, And B-3 [Member]
Debt Instrument [Line Items]
Additional borrowings available under the term loan facility	$ 0
Secured Debt [Member] | Amended Credit Facility [Member]
Debt Instrument [Line Items]
Equal quarterly installments in an amount equal to percentage of the original principal amount of the term loans	0.25%
Secured Debt [Member] | Amended Credit Facility [Member] | Secured Revolving Line Of Credit 500 Million [Member]
Debt Instrument [Line Items]
Debt facility amount	$ 500,000,000
Maturity date	Feb. 14, 2023
Secured Debt [Member] | Amended Credit Facility [Member] | Secured Term Loan Facility $355 Million [Member]
Debt Instrument [Line Items]
Debt amount issued	$ 355,000,000
Maturity date	Feb. 14, 2024
Secured Debt [Member] | Amended Credit Facility [Member] | Secured Term Loan Facility $235 Million [Member]
Debt Instrument [Line Items]
Debt amount issued	$ 235,000,000
Maturity date	Feb. 14, 2024
Secured Debt [Member] | Amended Credit Facility [Member] | Secured Term Loan Facility $230 Million [Member]
Debt Instrument [Line Items]
Debt amount issued	$ 230,000,000
Maturity date	Feb. 14, 2024
Secured Debt [Member] | Amended Credit Facility [Member] | Tranche B-1 Loans [Member] | Interest Rate Swaps [Member]
Debt Instrument [Line Items]
Debt stated interest rate	4.94%	4.94%
Secured Debt [Member] | Amended Credit Facility [Member] | Tranche B-2 Loans [Member] | Interest Rate Swaps [Member]
Debt Instrument [Line Items]
Debt stated interest rate	2.14%	2.14%
Secured Debt [Member] | Amended Credit Facility [Member] | Tranche B-3 Loans [Member] | Interest Rate Swaps [Member]
Debt Instrument [Line Items]
Debt stated interest rate	2.48%	2.48%
Secured Debt [Member] | Credit Facility [Member] | Secured Revolving Line Of Credit 400 Million [Member]
Debt Instrument [Line Items]
Debt facility amount				$ 400,000,000
Term of debt instrument/credit facility	5 years
Secured Debt [Member] | Credit Facility [Member] | Secured Term Loan Facility 357.5 Million [Member]
Debt Instrument [Line Items]
Term of debt instrument/credit facility	7 years
Debt amount issued				$ 357,500,000
U.S. Subsidiaries [Member]
Debt Instrument [Line Items]
Stock pledged as collateral, percentage	100.00%
Foreign Subsidiaries [Member]
Debt Instrument [Line Items]
Stock pledged as collateral, percentage	65.00%
Discontinued Operations, Held-For-Sale [Member] | Tile Coating Systems [Member] | International Receivable Sales Programs [Member]
Debt Instrument [Line Items]
Outstanding principal amount	$ 40,400,000		52,600,000
Other receivables	$ 22,700,000		$ 20,500,000

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Debt (Loans Payable And Current Portion Of Long-Term Debt) (Details) - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019
Short-term Debt [Line Items]
Current portion of long-term debt	$ 20,379	$ 8,703
Loans Payable [Member]
Short-term Debt [Line Items]
Current portion of long-term debt	11,602
Current Portion Of Long-Term Debt [Member]
Short-term Debt [Line Items]
Current portion of long-term debt	$ 8,777	$ 8,703

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Debt (Summary Of Long-Term Debt) (Details) - USD ($) $ in Thousands		Jun. 30, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Total long-term debt		$ 819,570	$ 807,565
Current portion of long-term debt		(8,777)	(8,703)
Long-term debt, less current portion		810,793	798,862
Term Loan Facility, Maturing 2024 [Member]
Debt Instrument [Line Items]
Total long-term debt	[1]	797,236	801,764
Unamortized debt issuance costs		4,300	3,900
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Total long-term debt		16,617
Capital lease obligations [Member]
Debt Instrument [Line Items]
Total long-term debt		2,292	2,305
Other notes [Member]
Debt Instrument [Line Items]
Total long-term debt		$ 3,425	$ 3,496

[1] The carrying value of the term loan facility, maturing 2024, is net of unamortized debt issuance costs of $4.3 million at June 30, 2020, and $3.9 million at December 31, 2019.

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Debt (Schedule Of Trade Accounts Receivable In International Receivable Sales Programs) (Details) - USD ($) $ in Thousands		Jun. 30, 2020	Jun. 30, 2019
Debt Instrument [Line Items]
Trade accounts receivable sold to financial institutions		$ 91,048	$ 20,337
Cash proceeds from financial institutions	[1]	58,794	12,634
Discontinued Operations, Held-For-Sale [Member] | Tile Coating Systems [Member]
Debt Instrument [Line Items]
Cash proceeds from financial institutions		$ 47,300	$ 67,600

[1] In the six months ended June 30, 2020 and 2019, our Tile Coatings business received cash proceeds from financial institutions of $47.3 million and $67.6 million, respectively. Refer to Note 4 for additional discussion of the Tile Coatings business and its classification as discontinued operations.

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Financial Instruments (Narrative) (Details) € in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2020 USD ($)	Jun. 30, 2019 USD ($)	Jun. 30, 2020 USD ($)	Jun. 30, 2019 USD ($)	Jun. 30, 2020 EUR (€)	Dec. 31, 2019 USD ($)
Gain (loss) from the change in fair value of financial instruments	$ 0.1	$ (1.5)	$ 0.4
Notional amount	646.2		$ 646.2			$ 625.9
Maximum [Member]
Gain (loss) from the change in fair value of financial instruments				$ 0.1
Interest Rate Swaps [Member] | Cash Flow Hedging [Member]
Derivative, maturity date			Feb. 14, 2024
Notional amount	312.8		$ 312.8
Net loss to be reclassified during next 12 months, net	8.2		$ 8.2
Cross Currency Swaps [Member] | Cash Flow Hedging [Member]
Derivative, maturity date			Feb. 14, 2024
Notional amount	224.8		$ 224.8
Net gain to be reclassified during next 12 months, net	$ 0.8		$ 0.8
Cross Currency Swaps [Member] | Net Investment Hedging [Member]
Derivative, maturity date			Feb. 14, 2024
Notional amount | €					€ 95.7

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Financial Instruments (Financial Instruments Assets (Liabilities) Measured At Fair Value) (Details) - USD ($) $ in Thousands		6 Months Ended	12 Months Ended
		Jun. 30, 2020	Dec. 31, 2019	Jun. 30, 2019
Financial Instruments And Fair Value Measurements [Line Items]
Cash and cash equivalents, Carrying Amount		$ 62,031	$ 96,202	$ 43,111
Loans payable, Carrying Amount		(11,602)
Long-term debt, Carrying Amount		(819,570)	(807,565)
Cash and cash equivalents, Fair Value		62,031	96,202
Loans payable, Fair Value		(11,602)
Cross Currency Swaps [Member]
Financial Instruments And Fair Value Measurements [Line Items]
Cross currency swaps, Carrying Amount		21,246	22,111
Cross currency swaps, Fair Value		21,246	22,111
Interest Rate Swaps [Member]
Financial Instruments And Fair Value Measurements [Line Items]
Interest rate swaps-liabilities, Carrying Amount		(27,517)	(14,698)
Interest rate swaps-liabilities, Fair Value		(27,517)	(14,698)
Foreign Currency Forward Contracts [Member]
Financial Instruments And Fair Value Measurements [Line Items]
Foreign currency forward contracts, net, Carrying amount		1,696	601
Foreign currency forward contracts, net, Fair Value		1,696	601
Revolving Credit Facility [Member]
Financial Instruments And Fair Value Measurements [Line Items]
Long-term debt, Carrying Amount		(16,617)
Long-term debt, Fair Value		(17,484)
Term Loan Facility - Amended Credit Facility [Member]
Financial Instruments And Fair Value Measurements [Line Items]
Long-term debt, Carrying Amount	[1]	(797,236)	(801,764)
Long-term debt, Fair Value	[1]	(775,050)	(799,750)
Unamortized debt issuance costs		4,300	3,900
Other Long-Term Notes Payable [Member]
Financial Instruments And Fair Value Measurements [Line Items]
Long-term debt, Carrying Amount		(3,425)	(3,496)
Long-term debt, Fair Value		(1,442)	(1,557)
Level 1 [Member]
Financial Instruments And Fair Value Measurements [Line Items]
Cash and cash equivalents, Fair Value		62,031	96,202
Level 2 [Member]
Financial Instruments And Fair Value Measurements [Line Items]
Loans payable, Fair Value		(11,602)
Level 2 [Member] | Cross Currency Swaps [Member]
Financial Instruments And Fair Value Measurements [Line Items]
Cross currency swaps, Fair Value		21,246	22,111
Level 2 [Member] | Interest Rate Swaps [Member]
Financial Instruments And Fair Value Measurements [Line Items]
Interest rate swaps-liabilities, Fair Value		(27,517)	(14,698)
Level 2 [Member] | Foreign Currency Forward Contracts [Member]
Financial Instruments And Fair Value Measurements [Line Items]
Foreign currency forward contracts, net, Fair Value		1,696	601
Level 2 [Member] | Revolving Credit Facility [Member]
Financial Instruments And Fair Value Measurements [Line Items]
Long-term debt, Fair Value		(17,484)
Level 2 [Member] | Term Loan Facility - Amended Credit Facility [Member]
Financial Instruments And Fair Value Measurements [Line Items]
Long-term debt, Fair Value	[1]	(775,050)	(799,750)
Level 2 [Member] | Other Long-Term Notes Payable [Member]
Financial Instruments And Fair Value Measurements [Line Items]
Long-term debt, Fair Value		$ (1,442)	$ (1,557)

[1] The carrying value of the term loan facility is net of unamortized debt issuance costs of $4.3 million and $3.9 million for the period ended June 30, 2020, and December 31, 2019, respectively.

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Financial Instruments (Schedule Of Loss Recognized In AOCI And The Amount Of Gain (Loss) Reclassified Into Earnings) (Details) - Cash Flow Hedging [Member] - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Interest Expense [Member]
Amount of (Loss) Gain Reclassified from AOCL into Income	$ 27	$ 1,564	$ 697	$ 3,374
Foreign Currency Losses, Net [Member]
Amount of (Loss) Gain Reclassified from AOCL into Income	(4,204)	(3,166)	(582)	1,778
Interest Rate Swaps [Member] | Interest Expense [Member]
Amount of Gain (Loss) Recognized in AOCL	(1,934)	(6,813)	(14,808)	(10,920)
Amount of (Loss) Gain Reclassified from AOCL into Income	(824)	36	(1,322)	214
Cross Currency Swaps [Member] | Interest Expense [Member]
Amount of Gain (Loss) Recognized in AOCL	(3,902)	(4,708)	1,356	372
Amount of (Loss) Gain Reclassified from AOCL into Income	851	1,528	2,019	3,160
Cross Currency Swaps [Member] | Foreign Currency Losses, Net [Member]
Amount of (Loss) Gain Reclassified from AOCL into Income	$ (4,204)	$ (3,166)	$ (582)	$ 1,778

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Financial Instruments (Effect On Derivative Instruments On Consolidated Statements Of Operations) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Interest Expense [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Earnings	$ 6,177	$ 6,281	$ 11,707	$ 12,576
Foreign Currency Losses, Net [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Earnings	1,143	2,043	(172)	4,007
Foreign Currency Forward Contracts [Member] | Foreign Currency Losses, Net [Member] | Not Designated As Hedging Instrument [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Earnings	$ 142	$ (1,497)	$ 410	$ 27

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Financial Instruments (Loss On Net Investment Hedges Recognized In AOCI, Amount Reclassified Into Earnings And Gain Recognized In Income On Derivative) (Details) - Cross Currency Swaps [Member] - Net Investment Hedging [Member] - Interest Expense [Member] - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Amount of Gain (Loss) Recognized in AOCL	$ (1,569)	$ (1,260)	$ 1,090	$ 2,477
Amount of Gain Recognized in Income of Derivative (Amount Excluded from Effectiveness Testing)	$ 612	$ 949	$ 1,392	$ 1,950

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Financial Instruments (Fair Value Of Derivative Instruments On Consolidated Balance Sheets) (Details) - Not Designated As Hedging Instrument [Member] - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019
Other Current Assets [Member] | Cross Currency Swaps [Member]
Derivatives, Fair Value [Line Items]
Asset derivatives	$ 1,923	$ 6,711
Other Current Assets [Member] | Foreign Currency Forward Contracts [Member]
Derivatives, Fair Value [Line Items]
Asset derivatives	2,539	1,474
Other Non-Current Assets [Member] | Cross Currency Swaps [Member]
Derivatives, Fair Value [Line Items]
Asset derivatives	19,323	15,400
Accrued Expenses and Other Current Liabilities [Member] | Interest Rate Swaps [Member]
Derivatives, Fair Value [Line Items]
Liability derivatives	(8,186)	(3,723)
Accrued Expenses and Other Current Liabilities [Member] | Foreign Currency Forward Contracts [Member]
Derivatives, Fair Value [Line Items]
Liability derivatives	(843)	(873)
Other Noncurrent Liabilities [Member] | Interest Rate Swaps [Member]
Derivatives, Fair Value [Line Items]
Liability derivatives	$ (19,331)	$ (10,975)

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Income Taxes (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Income Taxes [Abstract]
Income tax expense	$ 200	$ 2,653	$ 5,317	$ 5,546
Percentage of pre-tax income	27.50%	21.60%	27.50%	21.60%
U.S. corporate tax rate			21.00%	21.00%

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Contingent Liabilities (Narrative) (Details) - USD ($) $ in Millions	Jun. 30, 2020	Dec. 31, 2019
Commitments And Contingent Liabilities [Line Items]
Undiscounted remediation liability associated with environmentally contaminated non-operating facility	$ 5.8	$ 7.2
ARGENTINA | Argentina Supreme Court [Member]
Commitments And Contingent Liabilities [Line Items]
Contingent tax liability	$ 0.5	$ 0.6

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Retirement Benefits (Net Periodic Benefit Cost (Credit)) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 3	$ 3	$ 6	$ 5
Interest cost	2,388	2,963	4,775	5,926
Expected return on plan assets	(3,708)	(3,153)	(7,416)	(6,305)
Net periodic benefit (credit) cost	(1,317)	(187)	(2,635)	(374)
Non-U.S. Pension Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	294	330	579	611
Interest cost	343	479	673	948
Expected return on plan assets	(116)	(170)	(228)	(336)
Amortization of prior service cost	(4)	(14)	(9)	(9)
Net periodic benefit (credit) cost	517	625	1,015	1,214
Other Benefit Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost		1	1	1
Interest cost	133	175	265	351
Net periodic benefit (credit) cost	$ 133	$ 176	$ 266	$ 352

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Stock-Based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	May 03, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock reserved under plan					4,500,000
Recognized stock-based compensation expense	$ 2.7	$ 2.9	$ 5.5	$ 5.6
Unearned compensation cost related to the unvested portion of all stock-based awards	$ 11.6		$ 11.6
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of share based compensation units granted			300,000
Weighted-average grant-date fair value			$ 5.28
Performance Share Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of share based compensation units granted			200,000
Weighted-average grant-date fair value			$ 14.64
Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of share based compensation units granted			200,000
Weighted average grant date fair value	$ 14.64		$ 14.64
Vesting period			3 years

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Stock-Based Compensation (Details Of Weighted-Average Grant-Date Fair Values And Assumptions Used For Estimating Fair Values) (Details) - Stock Options [Member]	6 Months Ended
	Jun. 30, 2020 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average grant-date fair value	$ 5.28
Expected life, in years	5 years 2 months 12 days
Risk-free interest rate	1.40%
Expected volatility	35.10%

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Restructuring And Optimization Programs (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Total restructuring charges	$ 8.6	$ 4.1	$ 9.8	$ 5.8
Period expected for cash payments for employee benefits and other costs			12 months
Americas Manufacturing Optimization Plan [Member]
Additional restructuring charges	0.8	3.5	$ 1.0	3.9
Total expected restructuring charges	8.7		8.7
Global Optimization Plan [Member]
Total restructuring charges	7.8	0.6	8.8	1.9
Discontinued Operations, Held-For-Sale [Member] | Tile Coating Systems [Member]
Additional restructuring charges	$ 1.7	$ 6.2	$ 2.0	$ 6.6

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Restructuring And Optimization Programs (Summary Of Accruals Related To Restructuring And Optimization Programs) (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2020 USD ($)
Restructuring Cost and Reserve [Line Items]
Beginning balance	$ 2,239
Restructuring charges	9,784
Cash payments	(2,868)
Non-cash items	(16)
Ending balance	9,139
Employee Severance [Member]
Restructuring Cost and Reserve [Line Items]
Beginning balance	747
Restructuring charges	7,832
Cash payments	(872)
Non-cash items	(9)
Ending balance	7,698
Other Costs [Member]
Restructuring Cost and Reserve [Line Items]
Beginning balance	1,492
Restructuring charges	1,952
Cash payments	(1,996)
Non-cash items	(7)
Ending balance	$ 1,441

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Leases (Narrative) (Details)	6 Months Ended
	Jun. 30, 2020
Leases [Abstract]
Initial lease term	12 months
Lease not yet commenced, Description	There are no leases that have not yet commenced that create significant rights and obligations for the Company.

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Leases (Components Of Lease Costs) (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Leases [Line Items]
Net lease cost		$ 2,881	$ 3,643	$ 6,350	$ 7,291
Selling, General And Administrative Expenses [Member]
Leases [Line Items]
Operating lease cost	[1]	1,204	1,286	2,463	2,646
Short-term lease costs		200	300	400	500
Variable lease costs		100	100	200	200
Cost Of Sales [Member]
Leases [Line Items]
Operating lease cost	[2]	1,606	2,292	3,737	4,526
Amortization of right-of-use assets		64	62	136	113
Short-term lease costs		700	700	1,300	1,300
Variable lease costs		100	300	400	500
Interest Expense [Member]
Leases [Line Items]
Interest of lease liabilities		$ 7	$ 3	$ 14	$ 6

[1] Included in operating lease cost is $0.2 million and $0.4 million of short-term lease costs for the three and six months ended June 30, 2020, respectively, and $0.3 million and $0.5 million for the three and six months ended June 30, 2019 and $0.1 million and $0.2 million of variable lease costs for the three and six months ended June 30, 2020 and June 30, 2019, respectively.

[2] Included in operating lease cost is $0.7 million and $1.3 million of short-term lease costs for the three and six months ended June 30, 2020 and June 30, 2019, respectively, and $0.1 million and $0.4 million of variable lease costs for the three and six months ended June 30, 2020, respectively, and $0.3 million and $0.5 million of variable lease costs for the three and six months ended June 30, 2019, respectively.

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Leases (Supplemental Balance Sheet Information Related To Leases) (Details) - USD ($) $ in Thousands		Jun. 30, 2020	Dec. 31, 2019
Assets
Operating leased assets		$ 15,042	$ 20,088
Finance leased assets	[1]	795	859
Total leased assets		15,837	20,947
Liabilities
Current, Operating		5,349	6,515
Current, Finance		512	438
Noncurrent, Operating		9,716	14,474
Noncurrent, Finance		1,780	1,867
Total leased liabilities		17,357	23,294
Finance leases, net accumulated depreciation		$ 3,400	$ 3,400

[1] Finance leases are net of accumulated depreciation of $3.4 million and $3.4 million for June 30, 2020 and December 31, 2019, respectively.

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Leases (Supplemental Cash Flow Information Related To Leases) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Leases [Abstract]
Operating cash flows from finance leases	$ 7	$ 3	$ 14	$ 6
Operating cash flows from operating leases	1,808	2,409	3,827	4,669
Financing cash flows from finance leases	77	57	142	102
Leased assets obtained in exchange for new finance lease liabilities	51	89	155	218
Leased assets obtained in exchange for new operating lease liabilities	$ 1,063	$ 184	$ 2,562	$ 24,219
Weighted-average remaining lease term, Operating leases	3 years 10 months 24 days		3 years 10 months 24 days
Weighted-average remaining lease term, Finance leases	5 years 6 months		5 years 6 months
Weighted-average discount rate, Operating leases	4.20%		4.20%
Weighted-average discount rate, Finance leases	5.20%		5.20%

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Leases (Maturities Of Lease Liabilities) (Details) $ in Thousands	Jun. 30, 2020 USD ($)
Leases [Abstract]
Finance Leases, Remaining in 2020	$ 316
Finance Leases, 2021	565
Finance Leases, 2022	545
Finance Leases, 2023	476
Finance Leases, 2024	372
Finance Leases, 2025	290
Finance Leases, Thereafter	418
Finance Leases, Net minimum lease payments	2,982
Finance Leases, Less: interest	690
Finance Leases, Present value of lease liabilities	2,292
Operating Leases, Remaining in 2020	3,488
Operating Leases, 2021	5,518
Operating Leases, 2022	3,314
Operating Leases, 2023	1,793
Operating Leases, 2024	866
Operating Leases, 2025	644
Operating Leases, Thereafter	1,688
Operating Leases, Net minimum lease payments	17,311
Operating Leases, Less: interest	2,246
Operating Leases, Present value of lease liabilities	$ 15,065

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Earnings Per Share (Narrative) (Details) - shares shares in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Earnings Per Share [Abstract]
Anti-dilutive securities excluded from computation of earnings per share	2.7	2.3	2.3	2.2

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Earnings Per Share (Calculations Of Basic And Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Basic earnings (loss) per share computation:
Income (loss) from continuing operations	$ (1,926)	$ 11,361	$ 13,986	$ 20,162
Less: Net income attributable to noncontrolling interests from continuing operations	309	193	342	362
Net income (loss) attributable to Ferro Corporation from continuing operations	(2,235)	11,168	13,644	19,800
Income (loss) from discontinued operations, net of income taxes	(3,238)	(252)	(3,017)	4,825
Less: Net income attributable to noncontrolling interests from discontinued operations	67	45	44	150
Net income (loss) attributable to Ferro Corporation from discontinued operations	(3,305)	(297)	(3,061)	4,675
Total	$ (5,540)	$ 10,871	$ 10,583	$ 24,475
Weighted-average common shares outstanding	82,246	81,932	82,171	82,206
Basic earnings (loss) per share from continuing operations attributable to Ferro Corporation common shareholders	$ (0.03)	$ 0.13	$ 0.17	$ 0.24
Diluted earnings (loss) per share computation:
Net income (loss) attributable to Ferro Corporation from continuing operations	$ (2,235)	$ 11,168	$ 13,644	$ 19,800
Net income (loss) attributable to Ferro Corporation from discontinued operations	(3,305)	(297)	(3,061)	4,675
Total	$ (5,540)	$ 10,871	$ 10,583	$ 24,475
Weighted-average common shares outstanding	82,246	81,932	82,171	82,206
Assumed exercise of stock options	543	502	799	551
Assumed satisfaction of restricted stock unit conditions	93	157	109	208
Assumed satisfaction of performance stock unit conditions	45	87	200	90
Weighted-average diluted shares outstanding	82,927	82,678	83,279	83,055
Diluted earnings (loss) per share from continuing operations attributable to Ferro Corporation common shareholders	$ (0.03)	$ 0.13	$ 0.16	$ 0.23

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Share Repurchase Program (Narrative) (Details) $ in Millions	Jun. 30, 2020 USD ($)
Share Repurchase Program [Abstract]
Stock Repurchase Program, Authorized Amount	$ 150.0
Stock repurchase program, remaining authorized amount	$ 46.2

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Accumulated Other Comprehensive Loss (Changes In Accumulated Other Comprehensive Loss by Component, Net of Tax) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balances			$ 360,376
Ending Balances	$ 350,573		350,573
Accumulated Other Comprehensive Loss [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balances	(136,688)	$ (106,273)	(109,376)	$ (105,361)
Other comprehensive income (loss) before reclassifications, before tax	(2,448)	(8,043)	(27,901)	(3,034)
Reclassification to earnings: Cash flow hedge (loss) income, before tax	4,177	1,602	(115)	(5,152)
Current period other comprehensive income (loss), before tax	1,729	(6,441)	(28,016)	(8,186)
Tax effect	(604)	(3,081)	(3,037)	(3,914)
Current period other comprehensive income (loss), net of tax	2,333	(3,360)	(24,979)	(4,272)
Ending Balances	(134,355)	(109,633)	(134,355)	(109,633)
Postretirement Benefit Liability Adjustments [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balances	1,206	1,126	1,206	1,126
Other comprehensive income (loss) before reclassifications, before tax
Reclassification to earnings: Cash flow hedge (loss) income, before tax
Current period other comprehensive income (loss), before tax
Tax effect
Current period other comprehensive income (loss), net of tax
Ending Balances	1,206	1,126	1,206	1,126
Foreign Currency Items [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balances	(115,847)	(99,788)	(97,575)	(103,190)
Other comprehensive income (loss) before reclassifications, before tax	3,388	3,478	(14,449)	7,514
Reclassification to earnings: Cash flow hedge (loss) income, before tax
Current period other comprehensive income (loss), before tax	3,388	3,478	(14,449)	7,514
Tax effect	(505)	(511)	(70)	123
Current period other comprehensive income (loss), net of tax	3,893	3,989	(14,379)	7,391
Ending Balances	(111,954)	(95,799)	(111,954)	(95,799)
Net Gain (Loss) On Cash Flow Hedges [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balances	(22,047)	(7,611)	(13,007)	(3,297)
Other comprehensive income (loss) before reclassifications, before tax	(5,836)	(11,521)	(13,452)	(10,548)
Reclassification to earnings: Cash flow hedge (loss) income, before tax	4,177	1,602	(115)	(5,152)
Current period other comprehensive income (loss), before tax	(1,659)	(9,919)	(13,567)	(15,700)
Tax effect	(99)	(2,570)	(2,967)	(4,037)
Current period other comprehensive income (loss), net of tax	(1,560)	(7,349)	(10,600)	(11,663)
Ending Balances	$ (23,607)	$ (14,960)	$ (23,607)	$ (14,960)

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Reporting For Segments (Net Sales To External Customers By Segment) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Segment Reporting Information [Line Items]
Net sales	$ 204,801	$ 260,958	$ 457,127	$ 524,340
Functional Coatings [Member]
Segment Reporting Information [Line Items]
Net sales	131,672	163,692	287,107	330,718
Color Solutions [Member]
Segment Reporting Information [Line Items]
Net sales	$ 73,129	$ 97,266	$ 170,020	$ 193,622

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Reporting For Segments (Segment's Gross Profit And Reconciliations To Income Before Income Taxes) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Total gross profit	$ 63,744	$ 79,130	$ 144,482	$ 156,989
Selling, general and administrative expenses	50,541	53,249	106,587	110,180
Restructuring and impairment charges	8,619	4,057	9,784	5,797
Other expense, net	6,310	7,810	8,808	15,304
Income (loss) before income taxes	(1,726)	14,014	19,303	25,708
Operating Segments [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Total gross profit	63,744	79,130	144,482	156,989
Functional Coatings [Member] | Operating Segments [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Total gross profit	36,119	49,307	83,936	97,537
Color Solutions [Member] | Operating Segments [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Total gross profit	26,985	29,702	60,772	58,098
Other Cost Of Sales [Member] | Operating Segments [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Total gross profit	$ 640	$ 121	$ (226)	$ 1,354