35214--2/29/2008--FERRO

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{cost, contract, operation}

{debt, indebtedness, cash}

{capital, credit, financial}

{product, liability, claim}

{tax, income, asset}

{investment, property, distribution}

{cost, regulation, environmental}

{financial, litigation, operation}

{product, market, service}

{condition, economic, financial}

We have a growing presence in the Asia-Pacific region where it can be difficult for a U.S.-based company, such as Ferro, to compete lawfully with local competitors. Regulatory authorities in the U.S., European Union and elsewhere are taking a much more aggressive approach to regulating hazardous materials, and those regulations could affect sales of our products. Our operations are subject to stringent environmental, health and safety regulations, and compliance with those regulations could require us to make significant investments. We depend on external financial resources, and any interruption in access to capital markets or borrowings could adversely affect our financial condition. Interest rates on some of our borrowings are variable, and our borrowing costs could be affected adversely by interest rate increases. Many of our assets are encumbered by liens that have been granted to lenders, and those liens affect our flexibility to dispose of property and businesses. We are subject to a number of restrictive covenants under our credit facilities, and those covenants could affect our flexibility to fund strategic initiatives. We have significant deferred tax assets, and our ability to utilize these assets will depend on the Company s future performance. We are a defendant in several lawsuits that could have an adverse effect on our financial condition and/or financial performance, unless they are successfully resolved. Our businesses depend on a continuous stream of new products, and failure to introduce new products could affect our sales and profitability. Employee benefit costs, especially postretirement costs, constitute a significant element of our annual expenses, and funding these costs could adversely affect our financial condition.

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35214--2/29/2008--FERRO_CORP