Ferro Files 2004 Form 10-K

-- Restatement process completed

-- Restatement confirms magnitude of estimated adjustments

-- Company receives notice of default but believes previously-announced credit facility will provide adequate liquidity

Ferro Corporation (NYSE:FOE) announced today that it has completedthe restatement of its 2003 and first quarter 2004 financialstatements and filed its 2004 Annual Report on Form 10-K.

The restatement reflects the correction of certain irregularaccounting entries and correction of accounting mistakes and errorsidentified during the previously-announced independent investigationand the exhaustive restatement process. The total adjustments foraccounting irregularities, mistakes and errors for the year endedDecember 31, 2003 and the quarter ended March 31, 2004 were $10.1million, net of taxes, compared with the Company's January 2005estimate of $10.0 million.

In connection with the filing of the Form 10-K, managementassessed the effectiveness of the Company's internal controls overfinancial reporting and concluded that such controls were noteffective as of December 31, 2004, an assessment with which theCompany's independent registered public accounting firm, KPMG LLP,agreed.

The Company announced on March 30, 2006, that it had executed acommitment letter for a $700 million secured credit facility (the "NewCredit Facility") from National City Bank and Credit Suisse Boston andalso received waivers of certain loan covenants dealing with timelyfiling of required financial information under the existing creditfacility. After the close of business on March 30, 2006 and release ofthe announcement of the New Credit Facility, the Company received fromthe $15 million holder of a $25 million series of notes a notice ofdefault that recited the Company's failure to timely file requiredfinancial information. Under the terms of the indenture governing thenotes, the Company has 90 days to cure the default. If the Companyfails to cure the default within the 90-day period, the holder will beentitled to accelerate payment and cause a cross default of otherindebtedness. Whether or not a default is triggered, however,management plans to enter into the New Credit Facility and continueits asset securitization program so that it will be in a position torepay any indebtedness that may be accelerated and prepay or redeemsuch other indebtedness as circumstances may warrant.

In light of the default notice the Company received on March 30,2006, KPMG stated in its opinion that "the Company faces certainliquidity uncertainties that raise substantial doubts about (Ferro's)ability to continue as a going concern." The Company believes,however, that the New Credit Facility will provide the Companyadequate liquidity to meet its anticipated operational needs andprovide assurance of financing in the event of any acceleratedrefunding of existing long-term debt.

Commenting on the Company's liquidity, James F. Kirsch, Presidentand Chief Executive Officer, said, "I am confident that we have, andgoing forward we will continue to have, the financial wherewithal weneed to accomplish our path forward to a stronger, more profitableFerro."

Finally, the Company announced that, with this filing, Ferro'scommon stock will continue to be listed on the New York StockExchange.

"We are pleased that we have now completed what has been a complexprocess," said Mr. Kirsch, "We want to extend thanks to the many Ferroemployees and to our external auditors who worked diligently to finishthe restatement. We also offer our gratitude to Ferro shareholders fortheir continued patience during an extended period when we could notprovide our normal level of communication about Company results. As wemove forward, we are committed to accurate and timely disclosure andtransparency in reporting our financial performance."

With the restatement complete, the Company and its externalauditors will now focus on completing the remaining delayed SECfilings that were dependent upon the completion of the 2004 Form 10-K.The Company is in the process of preparing its Quarterly Reports onForm 10-Q for the quarters ending June 30 and September 30, 2004 andanticipates filing these reports in the next several weeks. TheCompany also is commencing preparation of its 2005 Annual Report onForm 10-K and Quarterly Reports on Form 10-Q, which are expected to befiled by the end of the third quarter this year. The Company willbegin to make available estimates of quarterly financial resultsduring the second quarter.

The details for all the changes associated with the restatementare provided and discussed in the Company's 2004 Annual Report on Form10-K. The 2004 Form 10-K and other SEC filings can be accessed via theInvestor Information link on the Company's website at www.ferro.com.

About Ferro Corporation

Ferro is a major international producer of performance materialsfor industry, including coatings and performance chemicals. TheCompany has operations in 20 countries and reported sales ofapproximately $1.8 billion in 2004. For more information on Ferro,visit www.ferro.com or contact David Longfellow at 216-875-7155.

Cautionary Note on Forward-Looking Statements

The foregoing discussion may constitute "forward-lookingstatements" within the meaning of Federal securities laws. Thesestatements are subject to a variety of uncertainties, unknown risksand other factors concerning the Company's operations and businessenvironment, which are difficult to predict and often beyond thecontrol of the Company. Important factors that could cause actualresults to differ materially from those suggested by theseforward-looking statements, and that could adversely affect theCompany's future financial performance, include the following:

-- Current and future economic conditions in the United States and worldwide, including continuing economic uncertainties in some or all of the Company's major product markets;

-- Changes in customer requirements, markets or industries Ferro serves;

-- Changes in the costs of major raw materials or sources of energy, particularly natural gas;

-- Escalation in the cost of providing employee health care and pension benefits;

-- Risks related to fluctuating currency rates, changing legal, tax and regulatory requirements that affect the Company's businesses and changing social and political conditions in the many countries in which the Company operates;

-- The ability of the Company to successfully negotiate, execute and deliver definitive documentation with respect to the New Credit Facility or otherwise obtain financing needed to repay any indebtedness that may be accelerated by events of default and prepay or redeem other indebtedness;

-- Access to capital markets and borrowings, primarily in the United States, and any restrictions placed on Ferro by current or future financing arrangements, including consequences of any future failure to be in compliance with any material provisions or covenants of our credit facilities;

-- The ultimate outcome of class action lawsuits filed against the Company; and

-- The effect of possible acts of God, terrorists, or the public enemy, or of fires, explosions, wars, riots, accidents, embargos, natural disasters, strikes or other work stoppages, or quarantines or other governmental actions or other events or circumstances beyond the Company's reasonable control.

The risks and uncertainties identified above are not the onlyrisks the Company faces. Additional risks and uncertainties notpresently known to the Company or that it currently believes to beimmaterial also may adversely affect the Company. Should any known orunknown risks and uncertainties develop into actual events, thesedevelopments could have material adverse effects on the Company'sbusiness, financial condition and results of operations.

This release contains time-sensitive information that reflectsmanagement's best analysis only as of the date of this release. TheCompany does not undertake any obligation to publicly update or reviseany forward-looking statements to reflect future events, informationor circumstances that arise after the date of this release.