Title of each class of securities to which transaction applies:

Aggregate number of securities to which transaction applies:

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

Proposed maximum aggregate value of transaction:

Total fee paid:

Amount Previously Paid:

Form, Schedule or Registration Statement No.:

Filing Party:

Date Filed:

“Q1 Above Expectations-FY Guidance Raised: As Peter Thomas, CEO, and Jeff Rutherford, CFO, are progressing in their review of all product lines, manufacturing plants, and customers’ profitability, we estimate that additional sources of savings will be unearthed…[We] believe that management’s determination to deliver stronger results and therefore higher returns to shareholders will bear fruits. We recommend purchase of FOE shares.” – Gabelli & Company, May 2, 2013

“With the time they have been given, FOE’s current management team has done a great job in creating and executing its value creation strategy.” – Northcoast Research, April 26, 2013

“FOE’s 1Q beat their guidance range (and us/the street) and they slightly raised their FY outlook (now solidly ahead of the street) helped by cost savings. This result lends further support to mgmt’s internal value creation strategy, which after all the actions executed over the last few months has led to Peter Thomas being formally named President/CEO. Overall, it appears their near term (2013) and longer-term (2015) targets may have greater viability…FOE could see solid upside.” – Credit Suisse, April 24, 2013

“Our sense is that the [first quarter] beat and [guidance] raise come primarily from cost saving initiatives coming in ahead of expectations.” – KeyBanc, April 24, 2013

“[D]irectors Brown, Hyland and Vargo figure to play an integral role in the board’s attempt to successfully turnaround the Company’s performance. With relevant and extensive experience, they have made important and positive contributions to date. Replacing them with less-experienced individuals who have less-relevant skills and questionable motivations would likely not result in a better outcome for Ferro shareholders, in our view. Therefore, the potential replacement of these directors with the Dissidents’ nominees is largely unjustified and unneeded, in our opinion.”

“[W]e believe the incumbent directors possess greater relative industry experience and skills as compared to the Dissidents’ nominees. The board’s three nominees possess a wealth of relevant operational experience and public-company board experience.”

“[W]e don’t believe shareholders should risk breaking the momentum by injecting the Dissidents’ nominees into the boardroom, especially at the expense of losing who we believe to be three highly-qualified and well-performing directors.”

“[W]e also are encouraged by the board’s recent definitive actions and early results in its attempt to improve the Company’s performance.”

“[I]n our view, the Company has taken sufficient action through a change in leadership, a redefined strategy, restructurings and cost-savings programs in order to address the causes of the prior poor performance….[T]he board has taken decisive action, in our view, to correct the problems and has already seen some green shoots from its efforts.”

“Had the Ferro board agreed to Schulman’s offer, shareholders would have swapped half of their Ferro shares for Schulman shares. Since the board’s rejection of the offer, we note that Schulman’s stock price has declined 15%, including a drop after Schulman’s most recent earnings report, which missed analyst estimates and included lower guidance. During the three months before the public announcement of Schulman’s offer, Ferro’s stock price outperformed Schulman’s stock price by 61%.”

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

Ferro’s ability to successfully implement its value creation strategy;

Ferro’s ability to successfully implement and/or administer its cost-saving initiatives, including its restructuring programs, and to produce the desired results, including projected savings;

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

Ferro’s ability to access capital markets, borrowings, or financial transactions;

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

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

currency conversion rates and economic, social, regulatory, and political conditions around the world;

Ferro’s presence in certain geographic regions, including Latin America and Asia-Pacific, where it can be difficult to compete lawfully;

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

Ferro’s ability to successfully introduce new products or enter into new growth markets;

sale of products into highly regulated industries;

limited or no redundancy for certain of the Company’s manufacturing facilities and possible interruption of operations at those facilities;

Ferro’s ability to complete future acquisitions or dispositions, or successfully integrate future acquisitions;

competitive factors, including intense price competition;

Ferro’s ability to protect its intellectual property or to successfully resolve claims of infringement brought against the Company;

management of Ferro’s general and administrative expenses;

Ferro’s multi-jurisdictional tax structure;

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

the effectiveness of strategies to increase Ferro’s return on capital;

the impact of operating hazards and investments made in order to meet stringent environmental, health, and safety regulations;

stringent labor and employment laws and relationships with the Company’s employees;

the impact of requirements to fund employee benefit costs, especially post-retirement costs;

implementation of new business processes and information systems;

the impact of interruption, damage to, failure, or compromise of the Company’s information systems;

exposure to lawsuits in the normal course of business;

risks and uncertainties associated with intangible assets;

Ferro’s borrowing costs could be affected adversely by interest rate increases;

liens on the Company’s assets by its lenders affect its ability to dispose of property and businesses;

Ferro may not pay dividends on its common stock in the foreseeable future; and

other factors affecting the Company’s business that are beyond its control, including disasters, accidents, and governmental actions.

As Reported ($000)

Special Items:

Restructuring

Discontinued Operations

Taxes ¹

Noncontrolling Interest

Other ²

Total Special Items

As Adjusted

Adjustment of reported earnings and of special items to a normalized 36% rate.

Includes gain/loss on divestitures, certain severance costs, impairments, ongoing costs at facilities that have been idled, and certain business development activities.