SC TO-I/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO/A

(RULE 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

FERRO CORPORATION

(Name of Subject Company (Issuer) and Filing Person (Offeror))

6.50% Convertible Senior Notes Due 2013
(Title of Class of Securities)

315405AL4
(CUSIP Number of Class of Securities)

Thomas R. Miklich
Vice President and Chief Financial Officer
Ferro Corporation
1000 Lakeside Avenue
Cleveland, Ohio 44114
(216) 641-8580
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Mark H. Duesenberg	Christopher M. Kelly
Vice President, General Counsel and Secretary	Michael J. Solecki
Ferro Corporation	Jones Day
1000 Lakeside Avenue	901 Lakeside Avenue
Cleveland, Ohio 44114	Cleveland, Ohio 44114
Phone: (216) 641-8580	Phone: (216) 586-3939
	Fax: (216) 579-0212

CALCULATION OF FILING FEE

Transaction Valuation	Amount of Filing Fee
$177,675,000(1)	$12,668.23(2)

(1)	Calculated solely for purposes of determining the amount of the filing fee. Pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of 1934, the transaction valuation was calculated based on the purchase of $172,500,000 aggregate principal amount of the issuer’s 6.50% Convertible Senior Notes due 2013 at the tender offer price of $1,030 per $1,000 principal amount of such Convertible Notes.
(2)	The amount of the filing fee was calculated at a rate of $71.30 per $1,000,000 of transaction value.

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $12,668.23	Filing Party: Ferro Corporation
Form or Registration No.: Schedule TO/A	Date Filed: August 5, 2010

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o third-party tender offer subject to Rule 14d-1.
þ issuer tender offer subject to Rule 13e-4.
o going-private transaction subject to Rule 13e-3.
o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

TABLE OF CONTENTS

	Items 1, 4(a), 7 and 11
	Item 12. Exhibits
SIGNATURE
EXHIBIT INDEX
Exhibit (a)(5)(iii)
Exhibit (a)(5)(iv)

AMENDMENT NO. 3 to SCHEDULE TO

     This Amendment No. 3 (the “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (as it may be amended or supplemented from time to time, the “Schedule TO”) originally filed with the Securities and Exchange Commission on July 27, 2010 by Ferro Corporation, an Ohio corporation (the “Company”). The Schedule TO relates to the offer by the Company to purchase any and all of its issued and outstanding 6.50% Convertible Senior Notes due 2013 (the “Convertible Notes”). The Company’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 27, 2010, as amended and restated by Supplement No. 1 to the Offer to Purchase dated August 5, 2010 (as it may be amended and restated from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal, as amended and restated by Amendment No. 2 to the Schedule TO dated August 16, 2010 (as it may be amended and restated from time to time, the “Letter of Transmittal,” and collectively with the Offer to Purchase, the “Offer Documents”). Copies of the Offer Documents are attached to this Schedule TO as Exhibits (a)(1)(i), (a)(1)(ii), (a)(1)(iii) and (a)(1)(iv).

     The purpose of this Amendment is to amend and supplement the Schedule TO to reflect amendments to the Offer to Purchase related to (i) the satisfaction of the New Notes Condition and the Credit Facility Condition to the Tender Offer and (ii) the extension of the Tender Offer expiration date to August 30, 2010.

Items 1, 4(a), 7 and 11.

The Offer to Purchase is hereby amended and supplemented as follows:

• The Company has extended the Expiration Date for the Tender Offer. The Tender Offer will expire at midnight, New York City time, on August 30, 2010, unless extended or earlier terminated by the Company in its sole discretion (such time and date, as the same may be extended or earlier terminated, the “Expiration Date”). References to “August 23, 2010” are deleted in their entirety and replaced with the following: “August 30, 2010”.

• The second and third paragraphs under “Source and Amount of Funds” are deleted in their entirety and replaced with the following:

•	On August 24, 2010, the Company completed the New Notes Offering by issuing $250.0 million aggregate principal amount of New Notes. The New Notes are the Company’s unsecured, senior obligations, bear interest at 7.875% per annum and mature on August 15, 2018. The net proceeds from the New Notes Offering, after deducting underwriting discounts and commissions and estimated offering expenses, were approximately $244 million.
	On August 24, 2010, the Company entered into the New Credit Agreement with PNC Bank, National Association, as the Administrative Agent, the Collateral Agent and the Issuer, JPMorgan Chase Bank, N.A. and Bank of America, N.A., as the Syndication Agents, and various financial institutions as Lenders. The New Credit Agreement amends and restates the Second Amended and Restated Credit Agreement, dated as of October 26, 2009, as amended. Certain of the Company’s U.S. subsidiaries have guaranteed the Company’s obligations under the New Credit Agreement and, pursuant to an Amended and Restated Pledge and Security Agreement with PNC Bank, National Association, as Collateral Agent, such obligations are secured by (a) substantially all of the assets of the Company and those U.S. subsidiaries (the primary exception being the receivables sold as part of the Company’s asset securitization program) and (b) a pledge of 100% of the stock of most of the Company’s U.S. subsidiaries and 65% of the stock of most of the Company’s foreign subsidiaries.
	The New Credit Agreement has a five-year term and provides for a $350 million secured revolving line of credit (which may be increased up to $450 million subject to the Company’s pro forma compliance with financial covenants, the Administrative Agent’s approval and the Company obtaining commitments for such increase). Up to $100 million of the revolving line of credit under the New Credit Agreement will be available to certain of the Company’s subsidiaries in the form of revolving loans denominated in Euros.
	Borrowings under the New Credit Agreement bear interest, at the Company’s option, at the London Interbank Offered Rate (“LIBOR”) or the base (or “prime”) rate established from time to time by PNC Bank, National Association, in each case plus an applicable margin based on the ratio of (a) the Company’s total consolidated debt outstanding at such time to (b) the Company’s consolidated EBITDA (as defined in the New Credit Agreement) computed for the period of four consecutive fiscal quarters most recently ended. Interest on base rate loans is payable quarterly, and interest on LIBOR loans is payable at the end of a predetermined “Interest Period” which may be one, two, three or six months. In addition to interest charges, the Company will pay a quarterly commitment fee ranging from 0.35% — 0.50% based on the ratio of (a) the Company’s total consolidated debt outstanding at such time to (b) the Company’s consolidated EBITDA computed for the period of four consecutive fiscal quarters most recently ended.
	The New Credit Agreement contains customary restrictive and financial covenants, including covenants regarding the Company’s outstanding indebtedness and maximum leverage and fixed charge coverage ratios. The New Credit Agreement also contains standard provisions relating to conditions of borrowing. In addition, the New Credit Agreement contains customary events of default, including the non-payment of obligations by the Company and the bankruptcy of the Company. If an event of default occurs, all amounts outstanding under the New Credit Agreement may be accelerated and become immediately due and payable.

• The second and third paragraphs under “Conditions of the Tender Offer” are deleted in their entirety and replaced with the following:

•	New Notes Condition. On August 24, 2010, the Company completed the New Notes Offering. The net proceeds from the New Notes Offering, after deducting underwriting discounts and commissions and estimated offering expenses, were approximately $244 million. The closing of the New Notes Offering satisfied the New Notes Condition to the Tender Offer.
	Credit Facility Condition. On August 24, 2010, the Company entered into the New Credit Facility. The Company’s entry into the New Credit Facility satisfied the Credit Facility Condition to the Tender Offer.

Item 12. Exhibits.

Item 12 is hereby amended and supplemented to add the following:

(a)(5)(iii)	Press Release announcing extension of the Tender Offer, dated August 23, 2010.
(a)(5)(iv)	Press Release announcing the satisfaction of the New Notes Condition and the Credit Facility Condition, dated August 24, 2010.
(b)(1)	Third Amended and Restated Credit Agreement, dated August 24, 2010, by and among Ferro Corporation, the various financial institutions from time to time party thereto and PNC Bank, National Association, JPMorgan Chase Bank, N.A. and Bank of America, N.A. as agents. (Reference is made to Exhibit 10.1 to Ferro Corporation’s Current Report on Form 8-K, filed August 24, 2010 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.)
(b)(2)	Form of Indenture, by and between the Company and Wilmington Trust FSB. (Reference is made to Exhibit 4.1 to Ferro Corporation’s Registration Statement on Form S-3, filed July 27, 2010 (Registration Statement No. 333-168324), which Exhibit is incorporated here by reference.)
(b)(3)	Form of First Supplemental Indenture, by and between the Company and Wilmington Trust FSB, governing the Company’s 7.875% Senior Notes due 2018 (including form of Note). (Reference is made to Exhibit 4.1 to Ferro Corporation’s Current Report on Form 8-K, filed August 24, 2010 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.)

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

FERRO CORPORATION
By:	/s/ Thomas R. Miklich
	Name:	Thomas R. Miklich
	Title:	Vice President and Chief Financial Officer

Dated: August 24, 2010

EXHIBIT INDEX

(a)(1)(i)*	Offer to Purchase, dated July 27, 2010.
(a)(1)(ii)*	Form of Letter of Transmittal (including Form W-9).
(a)(1)(iii)*	Supplement No. 1 to Offer to Purchase, dated August 5, 2010.
(a)(1)(iv)*	Amended and Restated Form of Letter of Transmittal (including Form W-9).
(a)(5)(i)*	Press Release, dated July 27, 2010.
(a)(5)(ii)*	Press Release, dated August 5, 2010.
(a)(5)(iii)	Press Release announcing extension of the Tender Offer, dated August 23, 2010.
(a)(5)(iv)	Press Release announcing the satisfaction of the New Notes Condition and the Credit Facility Condition, dated August 24, 2010.
(b)(1)	Third Amended and Restated Credit Agreement, dated August 24, 2010, by and among Ferro Corporation, the various financial institutions from time to time party thereto and PNC Bank, National Association, JPMorgan Chase Bank, N.A. and Bank of America, N.A. as agents. (Reference is made to Exhibit 10.1 to Ferro Corporation’s Current Report on Form 8-K, filed August 24, 2010 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.)
(b)(2)	Form of Indenture, by and between the Company and Wilmington Trust FSB. (Reference is made to Exhibit 4.1 to Ferro Corporation’s Registration Statement on Form S-3, filed July 27, 2010 (Registration Statement No. 333-168324), which Exhibit is incorporated here by reference.)
(b)(3)	Form of First Supplemental Indenture, by and between the Company and Wilmington Trust FSB, governing the Company’s 7.875% Senior Notes due 2018 (including form of Note). (Reference is made to Exhibit 4.1 to Ferro Corporation’s Current Report on Form 8-K, filed August 24, 2010 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.)
(d)(1)	Senior Indenture, dated as of March 5, 2008, by and between Ferro Corporation and U.S. Bank National Association. (Reference is made to Exhibit 4.5 to Ferro Corporation’s Registration Statement on Form S-3, filed March 5, 2008 (Registration Statement No. 333-149559), which Exhibit is incorporated here by reference.)
(d)(2)	First Supplemental Indenture, dated August 19, 2008, by and between Ferro Corporation and U.S. Bank National Association (with Form of 6.50% Convertible Senior Note due 2013). (Reference is made to Exhibit 4.2 to Ferro Corporation’s Current Report on Form 8-K, filed August 19, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.)
(d)(3)	Ferro Corporation Employee Stock Option Plan. (Reference is made to Exhibit 10.1 to Ferro Corporation’s Annual Report on Form 10-K for the year ended December 31, 2006 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.)
(d)(4)	Ferro Corporation 2003 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.16 to Ferro Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.)
(d)(5)	Form of Terms of Incentive Stock Option Award Grants under the Ferro Corporation 2003 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.17 to Ferro Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.)
(d)(6)	Form of Terms of Performance Share Awards under the Ferro Corporation 2003 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.18 to Ferro Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.)
(d)(7)	Ferro Corporation 2006 Long-Term Incentive Plan (Reference is made to Exhibit 10.01 to Ferro Corporation’s Current Report on Form 8-K, filed November 8, 2006 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.)

(d)(8)	Form of Terms of Incentive Stock Option Award Grants under the Ferro Corporation 2006 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.20 to Ferro Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.)
(d)(9)	Form of Terms of Nonstatutory Stock Option Grants under the Ferro Corporation 2006 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.21 to Ferro Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008, which Exhibit is incorporated here by reference.)
(d)(10)	Form of Terms of Performance Share Awards under the Ferro Corporation 2006 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.22 to Ferro Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.)
(d)(11)	Form of Terms of Restricted Share Awards under the Ferro Corporation 2006 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.23 to Ferro Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.)
(d)(12)	Form of Terms of Deferred Stock Unit Awards under the Ferro Corporation 2006 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.24 to Ferro Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.)
(d)(13)	Ferro Corporation 2010 Long-Term Incentive Plan (Reference is made to Exhibit 10.1 to Ferro Corporation’s Current Report on Form 8-K, filed May 6, 2010 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.)

*   Previously filed

  EX-99.A.5.III 2 l40577exv99waw5wiii.htm EXHIBIT (A)(5)(III)

Exhibit (a)(5)(iii)

NEWS RELEASE

Ferro Corporation Announces Extension of Tender Offer for its
6.50% Convertible Senior Notes Due 2013

CLEVELAND – August 23, 2010 – Ferro Corporation (NYSE: FOE), announced today that it is extending its previously announced tender offer (the “Tender Offer”) for all of its outstanding 6.50% Convertible Senior Notes due 2013 (the “Convertible Notes”) until midnight, New York City time, on August 30, 2010. The Tender Offer has been extended to allow sufficient time between the completion of Ferro’s previously announced senior notes offering and its entry into a new credit facility, upon both of which the Tender Offer is conditioned, and the expiration of the Tender Offer. The consummation of the senior notes offering and Ferro’s entry into a new credit facility are expected to occur on August 24, 2010.

The Tender Offer will expire at midnight, New York City time, on August 30, 2010 (the “Expiration Date”), unless further extended or terminated by Ferro. Holders of Convertible Notes who validly tender their Convertible Notes on or prior to the Expiration Date, and do not validly withdraw, will receive $1,030 for each $1,000 principal amount of Convertible Notes purchased in the Tender Offer, plus accrued and unpaid interest to, but not including, the settlement date. Convertible Notes that have been tendered may be withdrawn at any time on or prior to the Expiration Date.

Holders who have previously validly tendered Convertible Notes do not need to re-tender their Convertible Notes or take any other action in response to the extension of the Tender Offer. As of 5:00 p.m., New York City time, on August 23, 2010, holders of approximately $100,492,000 aggregate principal amount of Convertible Notes had tendered their Convertible Notes pursuant to the Tender Offer.

Credit Suisse Securities (USA) LLC is acting as the Dealer Manager for the Tender Offer and Global Bondholder Services Corporation is acting as Information Agent for the Tender Offer.

None of Ferro, any member of its board of directors, the Dealer Manager, the Information Agent, the Depository or the Trustee is making any recommendation to the holders of the Convertible Notes as to whether to tender or refrain from tendering their Convertible Notes pursuant to the Tender Offer. Holders of the Convertible Notes must decide whether they will tender pursuant to the Tender Offer and, if so, how many Convertible Notes they will tender.

The Tender Offer will be made only by means of the Tender Offer documents, including the Offer to Purchase and the related Letter of Transmittal. Questions regarding the Tender Offer may be directed to Credit Suisse Securities (USA) LLC at 800-820-1653 (toll free) or 212-538-2147. Copies of the Tender Offer documents may be obtained at no charge by directing a request by mail to Global Bondholder Services Corporation, 65 Broadway, Suite 404, New York, NY 10006, or by calling 866-873-7700.

This press release shall not constitute an offer to sell nor the solicitation of an offer to buy the Convertible Notes. The Tender Offer is not being made to holders of Convertible Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

About Ferro Corporation

Ferro Corporation is a leading global supplier of technology-based performance materials for manufacturers. Ferro materials enhance the performance of products in a variety of end markets, including electronics, solar energy, telecommunications, pharmaceuticals, building and renovation, appliances, automotive, household furnishings, and industrial products.

Headquartered in Cleveland, Ohio, the Company has approximately 5,200 employees globally and reported 2009 sales of $1.7 billion.

Cautionary Note on Forward-Looking Statements

Certain statements in this press release may constitute “forward-looking statements” within the meaning of Federal securities laws. These statements are subject to a variety of uncertainties, unknown risks and other factors concerning the Company’s operations and business environment. Important factors that could cause actual results to differ materially from those suggested by these forward-looking statements and that could adversely affect the Company’s future financial performance include the following:

• Demand in the industries into which the Company sells its products may be unpredictable, cyclical or heavily influenced by consumer spending;

• The effectiveness of the Company’s efforts to improve operating margins through sales growth, price increases, productivity gains, and improved purchasing techniques;

• The Company’s ability to successfully implement and/or administer its restructuring programs;

• The Company’s ability to access capital markets, borrowings, or financial transactions;

• The Company’s borrowing costs could be affected adversely by interest rate increases;

• The availability of reliable sources of energy and raw materials at a reasonable cost;

• Competitive factors, including intense price competition;

• Currency conversion rates and changing global economic, social and political conditions;

• The impact of future financial performance on the Company’s ability to utilize its significant deferred tax assets;

• Liens on Ferro assets by lenders could affect the Company’s ability to dispose of property and businesses;

• Restrictive covenants in the Company’s credit facilities could affect strategic initiatives and its liquidity;

• Increasingly aggressive domestic and foreign governmental regulations on hazardous materials and regulations affecting health, safety and the environment;

• The Company’s ability to successfully introduce new products;

• Stringent labor and employment laws and relationships with employees;

• The Company’s ability to fund employee benefit costs, especially post-retirement costs;

• Risks and uncertainties associated with intangible assets;

• Potential limitations on the use of operating loss carryforwards and other tax attributes due to significant changes in the ownership of Ferro’s common stock;

• The Company’s presence in the Asia-Pacific region where it can be difficult to compete lawfully;

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• The identification of any material weaknesses in internal controls in the future could affect the Company’s ability to ensure timely and reliable financial reports;

• Uncertainties regarding the resolution of pending and future litigation and other claims;

• The Company’s inability to pay dividends on our common stock in the foreseeable future; and

• Other factors affecting the business beyond the Company’s control, including disasters, accidents, and governmental actions.

The risks and uncertainties identified above are not the only risks the Company faces. Additional risks and uncertainties not presently known to the Company or that it currently believes to be immaterial also may adversely affect the Company. Should any known or unknown risks and uncertainties develop into actual events, these developments could have material adverse effects on our business, financial condition and results of operations.

This release contains time-sensitive information that reflects management’s best analysis only as of the date of this release. The Company does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this release. Additional information regarding these risks can be found in our Annual Report on Form 10-K for the period ended December 31, 2009.

# # #

INVESTOR CONTACT:
David Longfellow
Director, Investor Relations, Ferro Corporation
Phone: 216-875-7155
E-mail: longfellowd@ferro.com

MEDIA CONTACT:
Mary Abood
Director, Corporate Communications, Ferro Corporation
Phone: 216-875-6202
E-mail: aboodm@ferro.com

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EX-99.A.5.III

exv99waw5wiii

EX-99.A.5.IV

Exhibit (a)(5)(iv)

NEWS RELEASE

Ferro Corporation Announces Satisfaction of Financing Conditions in Tender Offer for its
6.50% Convertible Senior Notes Due 2013

CLEVELAND – August 24, 2010 – Ferro Corporation (NYSE: FOE), announced today that it has satisfied the financing conditions in its previously announced tender offer (the “Tender Offer”) for all of its outstanding 6.50% Convertible Senior Notes due 2013 (the “Convertible Notes”). The Tender Offer is conditioned upon the satisfaction of certain conditions, including the successful completion of Ferro’s previously announced senior notes offering and its entry into a new credit facility, both of which occurred on August 24, 2010. As previously announced, the expiration of the Tender Offer has been extended. The Tender Offer will expire at midnight, New York City time, on August 30, 2010, unless further extended or terminated by Ferro. Settlement of the Convertible Notes validly tendered and not validly withdrawn is expected to occur on August 31, 2010.

Credit Suisse Securities (USA) LLC is acting as the Dealer Manager for the Tender Offer and Global Bondholder Services Corporation is acting as Information Agent for the Tender Offer.

None of Ferro, any member of its board of directors, the Dealer Manager, the Information Agent, the Depository or the Trustee is making any recommendation to the holders of the Convertible Notes as to whether to tender or refrain from tendering their Convertible Notes pursuant to the Tender Offer. Holders of the Convertible Notes must decide whether they will tender pursuant to the Tender Offer and, if so, how many Convertible Notes they will tender.

The Tender Offer will be made only by means of the Tender Offer documents, including the Offer to Purchase and the related Letter of Transmittal. Questions regarding the Tender Offer may be directed to Credit Suisse Securities (USA) LLC at 800-820-1653 (toll free) or 212-538-2147. Copies of the Tender Offer documents may be obtained at no charge by directing a request by mail to Global Bondholder Services Corporation, 65 Broadway, Suite 404, New York, NY 10006, or by calling 866-873-7700.

This press release shall not constitute an offer to sell nor the solicitation of an offer to buy the Convertible Notes. The Tender Offer is not being made to holders of Convertible Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

About Ferro Corporation

Ferro Corporation is a leading global supplier of technology-based performance materials for manufacturers. Ferro materials enhance the performance of products in a variety of end markets, including electronics, solar energy, telecommunications, pharmaceuticals, building and renovation, appliances, automotive, household furnishings, and industrial products.

Headquartered in Cleveland, Ohio, the Company has approximately 5,200 employees globally and reported 2009 sales of $1.7 billion.

Cautionary Note on Forward-Looking Statements

Certain statements in this press release may constitute “forward-looking statements” within the meaning of Federal securities laws. These statements are subject to a variety of uncertainties, unknown risks and other factors concerning the Company’s operations and business environment. Important factors that could cause actual results to differ materially from those suggested by these forward-looking statements and that could adversely affect the Company’s future financial performance include the following:

• Demand in the industries into which the Company sells its products may be unpredictable, cyclical or heavily influenced by consumer spending;

• The effectiveness of the Company’s efforts to improve operating margins through sales growth, price increases, productivity gains, and improved purchasing techniques;

• The Company’s ability to successfully implement and/or administer its restructuring programs;

• The Company’s ability to access capital markets, borrowings, or financial transactions;

• The Company’s borrowing costs could be affected adversely by interest rate increases;

• The availability of reliable sources of energy and raw materials at a reasonable cost;

• Competitive factors, including intense price competition;

• Currency conversion rates and changing global economic, social and political conditions;

• The impact of future financial performance on the Company’s ability to utilize its significant deferred tax assets;

• Liens on Ferro assets by lenders could affect the Company’s ability to dispose of property and businesses;

• Restrictive covenants in the Company’s credit facilities could affect strategic initiatives and its liquidity;

• Increasingly aggressive domestic and foreign governmental regulations on hazardous materials and regulations affecting health, safety and the environment;

• The Company’s ability to successfully introduce new products;

• Stringent labor and employment laws and relationships with employees;

• The Company’s ability to fund employee benefit costs, especially post-retirement costs;

• Risks and uncertainties associated with intangible assets;

• Potential limitations on the use of operating loss carryforwards and other tax attributes due to significant changes in the ownership of Ferro’s common stock;

• The Company’s presence in the Asia-Pacific region where it can be difficult to compete lawfully;

• The identification of any material weaknesses in internal controls in the future could affect the Company’s ability to ensure timely and reliable financial reports;

• Uncertainties regarding the resolution of pending and future litigation and other claims;

• The Company’s inability to pay dividends on our common stock in the foreseeable future; and

• Other factors affecting the business beyond the Company’s control, including disasters, accidents, and governmental actions.

The risks and uncertainties identified above are not the only risks the Company faces. Additional risks and uncertainties not presently known to the Company or that it currently believes to be immaterial also

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may adversely affect the Company. Should any known or unknown risks and uncertainties develop into actual events, these developments could have material adverse effects on our business, financial condition and results of operations.

This release contains time-sensitive information that reflects management’s best analysis only as of the date of this release. The Company does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this release. Additional information regarding these risks can be found in our Annual Report on Form 10-K for the period ended December 31, 2009.

# # #

INVESTOR CONTACT:
David Longfellow
Director, Investor Relations, Ferro Corporation
Phone: 216-875-7155
E-mail: longfellowd@ferro.com

MEDIA CONTACT:
Mary Abood
Director, Corporate Communications, Ferro Corporation
Phone: 216-875-6202
E-mail: aboodm@ferro.com

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