Ferro First Quarter 2017 Conference Call Presentation

Conference Call Presentation

April 26, 2017

Ferro First Quarter 2017

Safe Harbor Cautionary Note on Forward-Looking Statements Certain statements in this presentation 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 Ferro sells its products may be unpredictable; Ferro's ability to successfully implement its value creation strategy; Ferro’s ability to successfully implement and/or administer its cost-saving initiatives; Ferro’s ability to identify suitable acquisition candidates, access capital key markets; the effectiveness of the Company’s efforts to improve operating margins; the availability of reliable sources of energy and raw materials; currency conversion rates and economic, social, regulatory, and political conditions around the world; Ferro’s ability to successfully introduce new products or enter into new growth markets; limited or no redundancy for certain of the Company’s manufacturing 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; Ferro’s multi-jurisdictional tax structure and its ability to utilize significant deferred tax assets; 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; the impact of interruption, damage to, failure, or compromise of the Company’s information systems; exposure to lawsuits in the normal course of business; and other factors affecting the Company’s business that are beyond its 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 presentation contains time-sensitive information that reflects management’s best analysis only as of the date of this presentation. 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 presentation. Additional information regarding these risks can be found in our Annual Report on Form 10-K for the year ended December 31, 2016. Also, this presentation will include certain financial measurers that were not prepared in accordance with generally accepted accounting principles. Reconciliations of those non-GAAP financial measures to the most directly comparable GAAP financial measures can be found in our Current (Dated April 25th, 2017) and Previous Reports on Form 8-K, Appendices included, and in our other reports filed with the Securities and Exchange Commission, available on our website at www.ferro.com in the “investor information – SEC Filings” section.

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http://www.ferro.com/





Quarterly Net Sales cc and Operating Trend - Continuing Businesses @ Constant Currency cc

Notes: 1) Acquisitions include Pinturas, Delta, ESL and Cappelle; Acquisitions owned for more than 12 months are included in the base business, including Vetriceramici which was acquired in

December 2014, Nubiola acquired in July 2015, Al Salomi acquired in November 2015 and Ferer acquired in January 2016. 2) Continuing Businesses exclude discontinued operations and other divestitures as detailed in Appendix A. 3) For the reconciliation of Net Sales and Operating Income, please refer to Appendix A. 4) CC Constant currency: 2016, 2015 and 2014 results restated using 2017 average FX rates.

3

$229.7 $239.4 $269.8 $320.6

229.7239.4

269.8 287.8

32.7

7.9%

10.0%

11.8%

14.0%

0%

2%

4%

6%

8%

10%

12%

14%

16%

$0

$50

$100

$150

$200

$250

$300

$350

2014 Q1 CC 2015 Q1 CC 2016 Q1 CC 2017 Q1

Op Pr

ofit

% o

f Net

Sale

s

Net S

ales

$(M

M)

Base Acquisitions Operating Profit

Full Year Net Sales cc and Operating Trend - Continuing Businesses @ Constant Currency cc

4

$923.0 $1005.9 $1116.6 $1167.3


December 2014, Nubiola acquired in July 2015, Al Salomi acquired in November 2015 and Ferer acquired in January 2016. 2) Continuing Businesses exclude discontinued operations and other divestitures as detailed in Appendix B. 3) For the reconciliation of Net Sales and Operating Income, please refer to Appendix B. 2) CC Constant currency: 2016, 2015 and 2014 results restated using 2017 average FX rates.

923.0 1,005.91,102.1 1,120.1

14.5 47.2

8.7%

11.0%

13.2% 13.7%

0%

2%

4%

6%

8%

10%

12%

14%

16%

$0

$200

$400

$600

$800

$1,000

$1,200

$1,400

2014 CC 2015 CC 2016 CC 2017 TTM

Op

Prof

it %

of N

et S

ales

Net

Sal

es $

(MM

)

Base Acquisitions Operating Profit

Quarterly Gross Profit and Margin Trend - Continuing Businesses @ Constant Currency cc


December 2014, Nubiola acquired in July 2015, Al Salomi acquired in November 2015 and Ferer acquired in January 2016. 2) Continuing Businesses exclude discontinued operations and other divestitures as detailed in Appendix A. 3) For the reconciliation of Gross Profit, please refer to Appendix A. 2) CC Constant currency: 2016, 2015 and 2014 results restated using 2017 average FX rates.

5

$62.2 $68.0 $82.0 $101.4

62.268.0

82.0

91.3

10.1

27.1%

28.4%

30.4%

31.6%

24%

25%

26%

27%

28%

29%

30%

31%

32%

$0

$20

$40

$60

$80

$100

$120

2014 Q1 CC 2015 Q1 CC 2016 Q1 CC 2017 Q1

Gros

s Pro

fit %

of N

et Sa

les

Gros

s Pro

fit $(

MM

)

Base Acquisitions Gross Profit

Full Year Gross Profit and Margin Trend - Continuing Businesses @ Constant Currency cc

6

$246.8 $291.6 $351.0 $370.4


December 2014, Nubiola acquired in July 2015, Al Salomi acquired in November 2015 and Ferer acquired in January 2016. 2) Continuing Businesses exclude discontinued operations and other divestitures as detailed in Appendix B. 3) For the reconciliation of Gross Profit, please refer to Appendix B. 2) CC Constant currency: 2016, 2015 and 2014 results restated using 2017 average FX rates.

246.8

291.6

344.6

353.9

6.416.5

26.7%

29.0%

31.4%31.7%

24%

25%

26%

27%

28%

29%

30%

31%

32%

33%

$0

$50

$100

$150

$200

$250

$300

$350

$400

2014 CC 2015 CC 2016 CC 2017 TTM

Gro

ss P

rofit

% o

f Net

Sal

es

Gro

ss P

rofit

$(M

M)

Base Acquisitions Gross Profit % Net Sales

Adjusted EBITDA and Cash Conversion Trend - Continuing Businesses @ Nominal Currency

Notes: 1) Cash Conversion = Free Cash Flow as a percentage of Adjusted EBITDA. 2) Adjusted Free Cash Flow from continuing operations is Adjusted EBITDA less capital expenditures, working capital, cash income taxes, cash interest, pension contributions,

incentive compensation payments, other continuing operating cash items and sold business Venezuela. 3) For the reconciliation of Adjusted EBITDA, please refer to Appendix C. 4) For the reconciliation of Adjusted Free Cash Flow, please refer to Appendix D.

7

128.1 152.9

194.6 207.3

37.4 76.4 84.5 85.1

29.2%

50.0%

43.4%41.0%

0%

10%

20%

30%

40%

50%

60%

$0

$50

$100

$150

$200

$250

2014 2015 2016 2017 TTM

FCF

Conv

ersi

on

EBIT

DA

$(M

M)

EBITDA Free Cash Flow FCF Conversion

Segment Results Performance Colors & Glass (PCG)

($MM)

8

Notes: 1) Adjusted GP CC : Gross profit less non recurring items at constant currency (See Note 3 below). 2) For the reconciliation of Net Sales and Gross Profit, please refer to Appendix A and B. 3) CC Constant currency: 2016, 2015 and 2014 results restated using 2017 average FX rates.

Q1'17 Q1'16 Q1'15 Q1'14Reported Sales 103.5 88.2 99.5 103.4 SalesCC 103.5 86.6 95.1 88.7 Reported GP 37.4 31.8 34.5 34.4 Adjusted GP cc (1) 37.9 31.3 33.0 29.8

Adjusted GP cc % of Sales cc 36.6% 36.1% 34.7% 33.6%

Q1 Financial Metrics - PCG

FY'17 TTM FY'16 FY'15 FY'14Reported Sales 386.8 371.5 376.8 407.7 SalesCC 381.4 364.4 365.5 356.9 Reported GP 139.3 133.7 128.2 135.0 Adjusted GP cc (1) 140.4 133.8 124.5 119.1


Full Year Financial Metrics - PCG

($MM)

Segment Results Color Solutions (CS)

9



Adjusted GP cc Incl PPA % of Sales cc 33.5% 33.2% 29.4% 24.0%

Q1 Financial Metrics - CS

FY'17 TTM FY'16 FY'15 FY'14Reported Sales 276.2 246.8 165.2 115.4 SalesCC 274.2 244.3 163.0 108.3 Reported GP 92.2 84.3 45.7 28.5 Adjusted GP cc (1) 93.9 83.7 45.1 27.1 Nubiola Purchase Price Adj ("PPA" - - 5.8 - Adjusted GP cc Incl PPA % of Sales c 34.2% 34.3% 31.3% 25.1%

Full Year Financial Metrics - CS

($MM)

Segment Results Performance Coatings (PC)

10




Q1 Financial Metrics - PC

FY'17 TTM FY'16 FY'15 FY'14Reported Sales 525.4 527.0 533.4 588.5 SalesCC 511.8 507.9 477.4 457.7 Reported GP 140.8 139.5 126.9 131.0 Adjusted GP cc (1) 137.1 134.3 117.1 103.9


Full Year Financial Metrics - PC

SG&A Expenditures Trend - Continuing Businesses @ Constant Currency cc

$204.0 $210.2

11

Notes: 1) Acquisitions include Pinturas, Delta, ESL and Cappelle; Acquisitions owned for more than 12 months are included in the base business, including Vetriceramici

which was acquired in December 2014, Nubiola acquired in July 2015, Al Salomi acquired in November 2015 and Ferer acquired in January 2016. 2) For the reconciliation of Total SG&A expenses, please refer to Appendix B. 3) CC Constant currency: 2016, 2015 and 2014 results restated using 2017 average FX rates.

$181.1 $166.9

60.9 62.2 71.3 72.4

86.7 105.3

113.3 114.4

2.2 5.3

19.4 13.6

17.2 18.1

18.1% 18.0% 18.3% 18.0%

0%

2%

4%

6%

8%

10%

12%

14%

16%

18%

20%

-$40

$10

$60

$110

$160

$210

2014 CC 2015 CC 2016 CC 2017 TTM

SG&

A %

of N

et S

ales

Full

Year

SG

&A

$(M

M)

Functional Services including acquisitions Base Strategic Svcs Acquisition Strategic Svcs Incentive Comp % of Sales

Adjusted Return on Invested Capital (ROIC) Trend - Nominal Currency

Notes: 1) ROIC = Adjusted after tax return on invested capital. 2) Invested Capital = Total Invested Capital including acquisitions. 3) Adjusted ROIC excludes the impact of recent acquisitions, which include Pinturas, Delta, ESL and Cappelle. 4) For the reconciliation of Adjusted Return on Invested Capital, please refer to Appendix E. 5) For the year ended December 31, 2015, the “Release of valuation allowance” was removed from the Return on Invested Capital calculation from the prior year.

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677.4 891.2

991.2 1,036.9 11.2%

12.3%

12.9%

12.5%

10%

11%

11%

12%

12%

13%

13%

14%

$0

$200

$400

$600

$800

$1,000

$1,200

2014 2015 2016 2017 TTM

ROIC

%

Inve

sted

Cap

ital $

(MM

)

Invested Cap ROIC

Adjusted Diluted EPS Trend - Nominal Currency

13

Note: For the reconciliation of reported diluted EPS to adjusted diluted EPS, please refer to Appendix F.

$0.62

$0.85

$1.09

$0.00

$0.20

$0.40

$0.60

$0.80

$1.00

$1.20

$1.40

$0.00

$0.05

$0.10

$0.15

$0.20

$0.25

$0.30

$0.35

$0.40

2014 2015 2016 2017

Full

Year

EPS

QTR

EPS

Q1 Q2 Q3 Q4 FY

Appendix A - Reconciliation of Q1 Reported to Adjusted Financials

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Ferro Corporation and SubsidiariesReconciliation of Reported to Adjusted FinancialsFor the Three Months Ended March 31 (Unaudited)

Total SG&A Operating Income(Dollars in millions) PCG CS PC Ferro Total PCG CS PC Other Ferro Total Ferro Total Ferro Total

As Reported from Continuing Operations (GAAP)

103.5$ 90.5$ 126.6$ 320.6$ 37.4$ 28.2$ 33.5$ (0.3)$ 98.8$ 59.0$ 39.8$

Special Items: Non-GAAP Adjustments1 - - - - 0.5 2.1 - 0.0 2.6 (2.6) 5.2 Total Special Items - - - - 0.5 2.1 - 0.0 2.6 (2.6) 5.2 Constant Currency FX Impact2 - - - - - - - - - - - As Adjusted from Continuing Operations (Non-GAAP measure)

$ 103.5 $ 90.5 $ 126.6 $ 320.6 $ 37.9 $ 30.3 $ 33.5 $ (0.3) $ 101.4 $ 56.4 $ 45.0


88.2$ 61.2$ 128.1$ 277.5$ 31.8$ 20.3$ 32.1$ (0.0)$ 84.2$ 52.6$ 31.6$

Special Items: Non-GAAP Adjustments1 - - - - - - - - - (1.4) 1.4 Total Special Items - - - - - - - - - (1.4) 1.4 Constant Currency FX Impact2 (1.6) (0.6) (5.4) (7.6) (0.6) (0.2) (1.5) (0.0) (2.2) (1.0) (1.2) As Adjusted from Continuing Operations (Non-GAAP measure)

$ 86.6 $ 60.5 $ 122.7 $ 269.8 $ 31.3 $ 20.1 $ 30.6 $ (0.0) $ 82.0 $ 50.2 $ 31.8


99.5$ 26.5$ 136.8$ 262.8$ 34.5$ 7.9$ 28.9$ (0.6)$ 70.6$ 49.5$ 21.2$

Special Items: Sold Business Venezuela - - (4.4) (4.4) - - 2.0 - 2.0 (0.3) 2.3 Non-GAAP Adjustments1 - - - - - - - - - (2.4) 2.4 Total Special Items - - (4.4) (4.4) - - 2.0 - 2.0 (2.7) 4.7 Constant Currency FX Impact2 (4.3) (0.5) (13.9) (19.0) (1.5) (0.1) (2.9) (0.0) (4.6) (2.6) (1.9) As Adjusted from Continuing Operations (Non-GAAP measure)

$ 95.1 $ 26.1 $ 118.5 $ 239.4 $ 33.0 $ 7.7 $ 27.9 $ (0.6) $ 68.0 $ 44.1 $ 24.0


103.4$ 32.2$ 145.2$ 280.7$ 34.4$ 7.5$ 33.4$ (0.4)$ 75.0$ 51.4$ 23.6$

Special Items: Sold Business Venezuela - - (5.1) (5.1) - - (0.9) - (0.9) (0.4) (0.5) Non-GAAP Adjustments1 - - - - - - - (0.2) (0.2) (0.2) 0.0 Total Special Items - - (5.1) (5.1) - - (0.9) (0.2) (1.1) (0.7) (0.4) Constant Currency FX Impact2 (14.7) (2.3) (28.9) (46.0) (4.6) (0.3) (6.7) (0.1) (11.6) (6.6) (5.0) As Adjusted from Continuing Operations (Non-GAAP measure)

$ 88.7 $ 29.8 $ 111.2 $ 229.7 $ 29.8 $ 7.2 $ 25.8 $ (0.6) $ 62.2 $ 44.1 $ 18.1

2. Reflects the remeasurement of 2016, 2015, and 2014 reported and adjusted results using 2017 average exchange rates, resulting in a constant currency comparative figures to 2017 reported and adjusted results.

1. Non-GAAP adjustments are associated with several different types of non-recurring items that were recorded in "Cost of Sales" and "Sell ing, general and administrative expenses" during the four years covered in the table above. For 2017, the adjustment to “Cost of Sales” primarily include the amortization of purchase accounting adjustments related to our recent acquisitions. The adjustments to “Sell ing general and administrative expenses” primarily include legal, professional and other expenses related to certain business development activities. For 2016 and 2015, the adjustments to “Sell ing general and administrative expenses” primarily include legal, professional and other expenses related certain business development activities. In addition, for 2015 and 2014, the adjustments to "Net Sales" and "Cost of Sales" primarily include divested assets in Venezuela. For 2014, the adjustments to "Sell ing general and administrative expenses" include certain severance costs, ongoing costs at facil ities that have been idled, gain/loss on divestitures, proxy contest related costs, certain business development activities, and costs related to divested assets in Venezuela.

Net Sales Gross Profit

Q1 2017

Q1 2016

Q1 2015

Q1 2014

15

Appendix B - Reconciliation of Fiscal Year Reported to Adjusted Financials

Ferro Corporation and SubsidiariesReconciliation of Reported to Adjusted FinancialsFor the Twelve Months Ended December 31, 2014, 2015, 2016 and the Rolling Twelve Months Ended March 31, 2017 (Unaudited)

Total SG&A Operating Income(Dollars in millions) PCG CS PC Ferro Total PCG CS PC Other Ferro Total Ferro Total Ferro Total


386.8$ 276.2$ 525.4$ 1,188.4$ 139.3$ 92.2$ 140.8$ (6.5)$ 365.8$ 248.0$ 117.8$

Special Items: Non-GAAP Adjustments1 - - - - 3.1 2.3 - 5.5 10.9 (34.7) 45.6 Total Special Items - - - - 3.1 2.3 - 5.5 10.9 (34.7) 45.6 Constant Currency FX Impact2 (5.5) (2.0) (13.7) (21.1)$ (2.0) (0.6) (3.7) (0.0) (6.3)$ (3.1) (3.3) As Adjusted from Continuing Operations (Non-GAAP measure)

$ 381.4 $ 274.2 $ 511.8 $ 1,167.3 $ 140.4 $ 93.9 $ 137.1 $ (1.0) $ 370.4 $ 210.2 $ 160.2


371.5$ 246.8$ 527.0$ 1,145.3$ 133.7$ 84.3$ 139.5$ (6.2)$ 351.2$ 241.7$ 109.5$

Special Items: Non-GAAP Adjustments1 - - - - 2.6 0.2 - 5.5 8.3 (33.6) 41.9 Total Special Items - - - - 2.6 0.2 - 5.5 8.3 (33.6) 41.9 Constant Currency FX Impact2 (7.1) (2.6) (19.1) (28.7) (2.6) (0.8) (5.2) (0.0) (8.6) (4.1) (4.5) As Adjusted from Continuing Operations (Non-GAAP measure)

$ 364.4 $ 244.3 $ 507.9 $ 1,116.6 $ 133.8 $ 83.7 $ 134.3 $ (0.7) $ 351.0 $ 204.0 $ 147.0


376.8$ 165.2$ 533.4$ 1,075.3$ 128.2$ 45.7$ 126.9$ 0.8$ 301.7$ 216.9$ 84.8$

Special Items: Sold Business Venezuela - - (8.4) (8.4) - - 0.7 - 0.7 (0.1) 0.8 Nubiola Purchase Price Adj ("PPA") - - - - - 5.8 - - 5.8 - 5.8 Non-GAAP Adjustments1 - - - - - - - (1.8) (1.8) (28.1) 26.3 Total Special Items - - (8.4) (8.4) - 5.8 0.7 (1.8) 4.7 (28.2) 32.9 Constant Currency FX Impact2 (11.3) (2.2) (47.6) (61.0) (3.7) (0.5) (10.5) (0.0) (14.8) (7.7) (7.2) As Adjusted from Continuing Operations (Non-GAAP measure)

365.5$ 163.0$ 477.4$ 1,005.9$ 124.5$ 50.9$ 117.1$ (1.0)$ 291.6$ 181.1$ 110.5$


407.7$ 115.4$ 588.5$ 1,111.6$ 135.0$ 28.5$ 131.0$ (9.4)$ 285.1$ 286.8$ (1.7)$

Special Items: Sold Business Venezuela - - (19.8) (19.8) - - (3.4) - (3.4) (1.8) (1.6) Non-GAAP Adjustments1 - - - - - - - 5.7 5.7 (94.6) 100.3 Total Special Items - - (19.8) (19.8) - - (3.4) 5.7 2.3 (96.3) 98.7 Constant Currency FX Impact2 (50.8) (7.1) (111.0) (168.9) (15.8) (1.4) (23.8) 0.4 (40.6) (23.5) (17.1) As Adjusted from Continuing Operations (Non-GAAP measure)

356.9$ 108.3$ 457.7$ 923.0$ 119.1$ 27.1$ 103.9$ (3.3)$ 246.8$ 166.9$ 79.9$

2. Reflects the remeasurement of 2016, 2015, and 2014 reported and adjusted results using 2017 average exchange rates, resulting in a constant currency comparative figures to 2017 reported and adjusted results.

1. Non-GAAP adjustments are associated with several different types of non-recurring items that were recorded in "Cost of Sales" and "Sell ing, general and administrative expenses" during the four years covered in the table above. For 2017 and 2016, the adjustment to "Cost of Sales" relates to pension and other post-retirement mark-to-market adjustments and the amortization of purchase accounting adjustments related to our recent acquisitions. The adjustments to “Sell ing general and administrative expenses” include legal, professional and other expenses related to certain business development activities, fees associated with certain reorganization projects and pension and other post-retirement mark-to-market adjustments. For 2015, the adjustments to “Cost of Sales” relates to pension and other post-retirement mark-to-market adjustments. The adjustments to “Sell ing general and administrative expenses” include legal, professional and other expenses related to certain business development activities, fees associated with certain reorganization projects and pension and other post-retirement mark-to-market adjustments. The adjustments also include divested assets in Venezuela. For 2014, adjustments include pension and other post-retirement mark-to-market adjustments, certain severance costs, ongoing costs at facil ities that have been idled, gain/loss on divestitures, proxy contest related costs and certain business development activities, and certain costs related to divested assets in Venezuela.

Net Sales Gross Profit

2017 TTM

2016

2015

2014

16

Appendix C - Reconciliation of Adjusted EBITDA

Ferro Corporation and SubsidiariesReconciliation of Reported to Adjusted EBITDA from Continuing OperationsFor the Twelve Months Ended December 31 2014, 2015 and 2016 and for the Rolling Twelve Months Ended March 31 2017 (Unaudited)

(Dollars in millions) 2014 2015 2016 2017 TTM

Net income (loss) attributable to Ferro Corporation common shareholders (GAAP) 86.1$ 64.1$ (20.8)$ 11.0$ Less: Net income (loss) attributable to noncontrolling interests 0.2 (1.0) 0.9 0.9 (Income) loss from discontinued operations, net of income taxes (94.8) 36.8 64.5 35.0 Restructuring and impairment charges 8.8 9.7 15.9 18.0 Other expense, net 16.0 5.2 9.6 12.9 Interest expense 16.3 15.2 21.5 22.9 Income tax (benefit) expense (34.2) (45.1) 17.9 17.0 Depreciation and amortization 34.3 42.2 48.2 49.0 Less: interest amortization expense and other (3.1) (1.1) (1.4) (1.5) Reported EBITDA (Non-GAAP measure) 29.5 125.8 156.3 165.3 Cost of sales Non-GAAP adjustments 5.7 0.8 4.7 7.4 SG&A Non-GAAP adjustments 94.6 28.1 33.6 34.7 Adjusted EBITDA (Non-GAAP measure) 129.8 154.7 194.6 207.3 Less: Sold Business Venezuela 1.7 1.8 - - Adjusted EBITDA (Non-GAAP measure) from continuing operations 2 128.1$ 152.9$ 194.6$ 207.3$

1. Adjusted EBITDA from continuing operations is net income (loss) attributable to Ferro Corporation common shareholders before the effects of income (loss) attributable to noncontroll ing interest, restructuring and impairment charges, other expense net, interest expense, income tax (benefit) expense, depreciation and amortization, non-GAAP adjustments to cost of sales and non-GAAP adjustments to SG&A, from continuing operations excluding discontinued operations and other divestitures.

It should be noted that adjusted EBITDA from continuing operations is a financial measures not required by, or presented in accordance with, accounting principles generally accepted in the United States (U.S. GAAP). This non-GAAP financial measure should be considered as a supplement to, and not as a substitute for, the financial measures prepared in accordance with U.S. GAAP and a reconcil iation of this financial measure to the most comparable U.S. GAAP financial measure is presented. Adjusted EBITDA from continuing operations is net income (loss) attributable to Ferro Corporation common shareholders before the effects of net income (loss) attributable to noncontroll ing interest, discontinued operations and other divested assets, restructuring and impairment charges, other expense, net, interest expense, income tax expense, depreciation and amortization, non-GAAP adjustments to cost of sales and non-GAAP adjustments to SG&A. We believe this data provides investors with additional information on the underlying operations and trends of the business and enables period-to-period comparabil ity of financial performance.

17

Appendix D - Reconciliation of Adjusted Free Cash Flow

Ferro Corporation and SubsidiariesReconciliation of Reported to Adjusted Free Cash FlowFor the Twelve Months Ended December 31, 2014, 2015 and 2016 and Rolling Twelve Months Ended March 31, 2017


Net income (loss) attributable to Ferro Corporation common shareholders (GAAP) 86.1$ 64.1$ (20.8)$ 11.0$ Less: Net income (loss) attributable to noncontrolling interests 0.2 (1.0) 0.9 0.9 (Income) loss from discontinued operations, net of income taxes (94.8) 36.8 64.5 35.0 Restructuring and impairment charges 8.8 9.7 15.9 18.0 Other expense, net 16.0 5.2 9.6 12.9 Interest expense 16.3 15.2 21.5 22.9 Income tax (benefit) expense (34.2) (45.1) 17.9 17.0 Depreciation and amortization 34.3 42.2 48.2 49.0 Less: interest amortization expense and other (3.1) (1.1) (1.4) (1.5) Reported EBITDA (Non-GAAP measure) 29.5 125.8 156.3 165.3 Cost of sales Non-GAAP adjustments 5.7 0.8 4.7 7.4 SG&A Non-GAAP adjustments 94.6 28.1 33.6 34.7 Adjusted EBITDA1 (Non-GAAP measure) 129.8 154.7 194.6 207.3 Capital expenditures (14.1) (20.3) (24.0) (23.6) Working capital (4.8) (5.4) (33.3) (46.2) Cash income taxes (9.4) (21.4) (19.7) (21.2) Cash interest (28.5) (16.2) (17.5) (19.3) Pension (28.8) (4.1) (5.3) (5.0) Incentive compensation (21.6) (14.6) (8.8) (12.2) Other 14.4 2.7 (1.4) 5.1 Free Cash Flow from Continuing Operations (Non-GAAP measure) 37.0$ 75.5$ 84.5$ 85.1$ Less: Sold Business Venezuela (0.4) (0.9) - - Free Cash Flow As Adjusted (Non-GAAP measure) 2,3 37.4$ 76.4$ 84.5$ 85.1$

1. Appendix C also provides the reconcil iation of net income (loss) attributable to Ferro Corporation common shareholders to Adjusted EBITDA.

2. Free cash flow from Continuing Operations is adjusted EBITDA less capital expenditures, working capital, cash income taxes, cash interest, pension contributions, incentive compensation payments, other continuing operating cash items and sold business Venezuela.

It should be noted that Adjusted Free Cash Flow is a financial measure not required by, or presented in accordance with, accounting principles generally accepted in the United States (U.S. GAAP). This non-GAAP financial measure should be considered as a supplement to, and not as a substitute for, the financial measures prepared in accordance with U.S. GAAP, and a reconcil iation of this financial measure to the most comparable U.S. GAAP financial measure is presented. We believe this data provides investors with additional information on the underlying operations and trends of the business and enables period-to-period comparabil ity of financial performance.

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Appendix E - Reconciliation of Adjusted Return on Invested Capital (ROIC)

Reconciliation of Reported to Adjusted Return on Invested CapitalFor the Twelve Months Ended December 31 2014, 2015 and 2016 and Rolling Twelve Months Ended March 31, 2017


Gross profit 285.1$ 301.7$ 351.2$ 365.8$ Selling, general and administrative expenses 286.8 216.9 241.7 248.0 Total operating profit (1.7) 84.8 109.5 117.8 Non-GAAP adjustments1 101.6 29.5 42.7 46.4 Adjusted operating profit before tax 99.9 114.3 152.2 164.2 Less: Tax expense2 (36.0) (29.7) (40.2) (46.0) Net adjusted operating profit after tax 64.0$ 84.6$ 112.0$ 118.2$

Recent acquisitions3 NOPAT (loss) gain (0.5) 11.1 2.5 5.9 Net adjusted operating profit after tax excluding recent acquisitions 64.5$ 73.5$ 109.5$ 112.3$

Equity 336.0 324.3 255.0 286.3 Equity - discontinued operations (33.5) (30.7) - - Debt 306.7 473.6 574.5 635.0 Off balance sheet precious metal leases 26.5 20.5 28.7 31.9 Postretirement and pension liabilities 167.8 148.2 162.9 163.3 Environmental liabilities 14.4 13.8 15.5 13.3 Cash (140.5) (58.4) (45.6) (92.8) Invested capital 677.4$ 891.2$ 991.2$ 1,036.9$

Return on invested capital 9.4% 9.5% 11.3% 11.4%

Less: recent acquisitions3 invested capital 100.4 292.5 143.0 138.8 Invested capital excluding recent acquisitions 577.0$ 598.7$ 848.1$ 898.1$

Return on invested capital excluding recent acquisitions 11.2% 12.3% 12.9% 12.5%

1. Primarily includes adjustments related to pension and other post-retirement benefit mark-to-market adjustments, certain business development activities, costs associated with certain reorganization projects and precious metal lease fees.

2. Operating profit is tax effected at 28.0%, 26.4% and 26% for 2017, 2016, and 2015 respectively, as this represents a normalized tax rate reflecting our current mix of business. For 2014, operating profit is tax effected at 36.0%.

3. For the rolling twelve months ended March 31, 2017, the recent acquisitions include Pinturas, Delta Performance Products, ESL and Cappelle. For the roll ing twelve months ended December 31, 2016, the recent acquisitions include Ferer, Pinturas, Delta Performance Products, ESL and Cappelle. For the roll ing twelve months ended December 31, 2015, the recent acquisitions include Vetriceramici, Nubiola and Al Salomi. For the roll ing twelve months ended December 31, 2014, the recent acquisitions include Vetriceramici. Acquisitions are removed from being included in the recent acquisitions l ine item the first quarter after the operations of the acquisitions are included in the Company for a full year.

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Appendix F - Reconciliation of Adjusted Diluted Earnings (Loss) Per Share

Ferro Corporation and SubsidiariesReconciliation of Reported to Adjusted Diluted Earnings (Loss) per ShareFor the Quarterly Reconciliation, from the First Three Months Ended March 31, 2014 to the Three Months Ended in March 31 , 2017

Q1 2016 Q2 2016 Q3 2016 Q4 2016 Q1 2017

Diluted (loss) earnings per share from continuing operations (GAAP)

(0.12)$ 0.22$ (0.11)$ (0.25)$ 0.26$

Special items: Restructuring 0.01 0.01 - 0.16 0.02 Pension1 - - - 0.16 - Other2 (0.02) 0.04 0.03 0.19 0.03 Discontinued operations 0.35 0.07 0.35 - - Noncontrolling interest - - - - - Total special items4 0.34 0.12 0.38 0.51 0.05 Adjusted Diluted earnings per share from continuing operations (Non-GAAP measure)

0.22$ 0.34$ 0.27$ 0.27$ 0.31$

Q1 2014 Q2 2014 Q3 2014 Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015

Diluted earnings (loss) per share from continuing operations (GAAP) 0.20$ 0.11$ 0.55$ 0.13$ 0.13$ 0.08$ (0.05)$ 0.58$ Special items: Restructuring 0.03 0.02 0.01 0.01 - 0.01 0.03 0.03 Pension1 - - - 0.63 - - - 0.10 Other2 0.01 0.04 0.14 0.05 0.07 0.05 0.04 (0.62) Taxes3 (0.02) (0.02) 0.04 (0.22) - - - - Discontinued operations (0.07) 0.04 (0.58) (0.47) 0.05 0.06 0.22 0.09 Noncontrolling interest (0.01) - - - (0.02) - - - Total special items4 (0.06) 0.08 (0.39) 0.00 0.10 0.12 0.29 (0.39) Adjusted diluted Earnings per share from continuing operations (Non-GAAP measure)

0.14$ 0.19$ 0.16$ 0.13$ 0.23$ 0.20$ 0.24$ 0.19$

1. Pension and other post-retirement benefit mark-to-market adjustments.

2. For 2017, the adjustment to “Cost of Sales” primarily include charges for the step up value of inventory acquired from acquisitions. The adjustments to “Selling general and administrative expenses” include legal, professional and other expenses related to certain business development activities; and, the adjustment to “Other expense (income), net” primarily relates to to debt extinguishment costs, a reduction of a contingent liability in Argentina. For 2016, the adjustment to “Cost of Sales” primarily include charges for the step up value of inventory acquired from acquisitions. The adjustments to “Sell ing general and administrative expenses” include legal, professional and other expenses related to certain business development activities as well as fees associated with certain reorganization projects; and, the adjustment to “Other expense (income), net” primarily relates to the gain on an asset sale that was recognized, to a change on the finalization of the purchase price for the acquisition of Vetriceramici, impacts of currency-related items in Egypt and the impact of the loss on a foreign currency contract associated with the purchase of Cappelle. For 2015, The adjustments to “Cost of sales” relate to impacts of currency-related items in Venezuela; the adjustments to “Sell ing general and administrative expenses” primarily include legal, professional and other expenses related certain business development activities as well as fees associated with certain reorganization projects; and, the adjustments to “Other expense (income), net” primarily relate to impacts of currency-related items in Venezuela and the impact of the loss on a foreign currency contract associated with the purchase of Nubiola. For 2014, adjustments include certain severance costs, ongoing costs at facil ities that have been idled, gain/loss on divestitures, proxy contest related costs and certain business development activities, and certain costs related to divested assets and product l ines.

3. For 2017, 2016 and 2015, the tax rate reflects the reported tax rate, adjusted for non-GAAP adjustments being tax effected at the respective statutory rate where the item originated. For 2014, adjustment of reported income and of special items to a normalized 36% tax rate.

4. Due to rounding, total earnings per share related to special items does not always add to the total adjusted earnings per share.

Documents

Ferro First Quarter 2017 Conference Call Presentation