Libbey (LBY) 8-K Regulation FD Disclosure

Exhibit 99.1

Unaudited pro forma consolidated and combined financial data

The following unaudited pro forma consolidated and combined financial information is based on Libbey Inc.’s audited and unaudited consolidated and combined financial statements, adjusted to illustrate the pro forma effect of the following proposed transactions by Libbey Inc. and its subsidiaries: (1) the acquisition of the 51% equity interest in Libbey Inc.’s Mexican joint venture (“Crisa”) with Vitro, S.A. de C.V. (“Vitro”) currently held by Vitro (the “acquisition”) and (2) certain refinancing transactions, including (a) the repayment of amounts outstanding under Libbey Inc.’s existing senior secured credit facility, (b) the redemption of Libbey Inc.’s outstanding senior notes, (c) the repayment of existing indebtedness of Crisa, (d) the refinancing of the euro-denominated working capital line of credit of Libbey Inc.’s wholly owned subsidiary Libbey Europe B.V. and (e) the payment of related fees, expenses and redemption premiums (the “refinancing” and, together with the acquisition, the “transactions”). The terms “Libbey,” the “Company,” “we,” “us” and “our” refer to Libbey Inc. and its subsidiaries.

The unaudited pro forma consolidated and combined balance sheet gives effect to the transactions as if they had occurred on March 31, 2006. The unaudited pro forma consolidated and combined statements of operations for the year ended December 31, 2005, for the three months ended March 31, 2005 and 2006 and for the twelve months ended March 31, 2006 give effect to the transactions as if they had occurred on January 1, 2005.

The unaudited pro forma adjustments are based upon currently available information and certain assumptions that we believe to be reasonable under the circumstances. The pro forma adjustments reflect our preliminary estimates of the purchase price allocation under step acquisition accounting, which are expected to change upon finalization of appraisals and other valuation studies that we will arrange to obtain and the completion of our plan to restructure certain manufacturing operations and reduce headcount at Crisa following the aquisition. The final allocation will be based on our actual assets and liabilities that exist as of the date of the completion of the transactions. Any additional purchase price allocation to inventory for production profit would impact cost of goods sold subsequent to the acquisition. Any additional purchase price allocation to property, plant and equipment or other finite-lived intangible assets would result in additional depreciation and amortization expense, which may be significant. Additionally, the structure of the transactions and certain tax planning that we may undertake in connection with the transactions and subsequent tax filings may impact income tax costs.

The unaudited pro forma consolidated and combined financial information is for informational purposes only and is not intended to represent the consolidated and combined results of operations or financial position that we would have reported had the transactions been completed as of the date presented, and should not be taken as representative of our future consolidated results of operations or financial position.

Unaudited pro forma consolidated and combined balance sheet

As of March 31, 2006	Libbey		Crisa		Acquisition			Refinancing						Pro forma
(Dollars in thousands)	Historical(a)		Historical(b)		Adjustments(c)			Adjustments(d)			Reclasses(e)			as adjusted
Assets
Current assets:
Cash	$	6,502	$	3,863	$	—		$	(7,365	)	$	—		$	3,000
Accounts receivable— net		72,244		23,063		(115	)					(3,923	)		91,269
Inventories— net		121,388		46,896		(3,625	)		—			—			164,659
Deferred taxes		8,744		—		—			—			—			8,744
Prepaid and other current assets		5,494		15,665		—			(2,306	)		—			18,853
Total current assets		214,372		89,487		(3,740	)		(9,671	)		(3,923	)		286,525
Other assets:
Repair parts inventories		8,457		—		—			—			—			8,457
Investments		77,489		—		(77,489	)		—			—			—
Intangible pension asset		17,251		2,520		(2,520	)		—			—			17,251
Software— net		4,536		—		—			—			—			4,536
Deferred taxes		—		6,406		(6,406	)		—			—			—
Other assets		5,483		4,427		—			8,237			—			18,147
Purchased intangible assets— net		10,440		—		19,584			—			—			30,024
Goodwill— net		51,068		—		123,443			—			—			174,511
Total other assets		174,724		13,353		56,612			8,237			—			252,926
Property, plant and equipment— net		215,118		81,132		(11,313	)		—			—			284,937
Total assets	$	604,214	$	183,972	$	41,559		$	(1,434	)	$	(3,923	)	$	824,388
Liabilities and Shareholders’ Equity
Current liabilities:
Notes payable	$	11,167	$	13,779	$	—		$	(24,946	)	$	—		$	—
Accounts payable		40,070		28,474		(11	)		—			(3,142	)		65,391
Accounts payable to Vitro		—		21,203		(2,500	)		—			(781	)		17,922
Salaries and wages		14,344		—		—			—			1,694			16,038
Derivative liability		67		—		—			—			—			67
Accrued liabilities		40,679		9,056		—			(5,735	)		(1,694	)		42,306
Deferred taxes		—		7,542		1,535			—			—			9,077
Special charges reserve		1,138		—		2,708			—			—			3,846
Long-term debt due within one year		825		17,810		—			(18,635	)		—			—
Total current liabilities		108,290		97,864		1,732			(49,316	)		(3,923	)		154,647
Long-term debt		272,343		38,358		—			134,202			—			444,903
Pension liability		56,097		35,069		(19,463	)		—			—			71,703
Nonpension postretirement benefits		45,330		—		—			—			—			45,330
Other long-term liabilities		5,334		—		(421	)		—			—			4,913
Total liabilities		487,394		171,291		(18,152	)		84,886			(3,923	)		721,496
Total shareholders’ equity		116,820		12,681		59,711			(86,320	)		—			102,892
Total liabilities and shareholders’ equity	$	604,214	$	183,972	$	41,559		$	(1,434	)	$	(3,923	)	$	824,388

Notes to unaudited pro forma consolidated and combined balance sheet

(Dollars in thousands)

(a)	Reflects the unaudited consolidated balance sheet of Libbey as of March 31, 2006.
(b)	Reflects the unaudited combined balance sheet of Crisa as of March 31, 2006.
(c)	Represents the preliminary goodwill created by the excess of purchase price over the estimated fair value of assets acquired and liabilities assumed as a result of the following assumed purchase price allocation:

Inferred enterprise purchase price(1)	$	156,863
Less: assets received/liabilities forgiven(2)		(6,560	)
Add: estimated direct acquisition costs(3)		4,000
Aggregate enterprise purchase price		154,303
Add: fair value liabilities assumed(4)		154,526
Less: fair value assets acquired(5)		(216,716	)
Inferred goodwill of 51% purchase		92,113
Equity interest acquired		51%
Preliminary goodwill of 51% purchase		46,978
Adjustments to step acquisition accounting(6):
Less: adjustment to inventories— net(7)		967
Add: adjustments to property, plant and equipment(8)		1,470
Less: net adjustment to pension asset and liability(9)		(8,251	)
Add: adjustment to intercompany liability forgiven(2)		1,225
Add: adjustment to deferred taxes(10)		11,707
Total adjustments		7,118
Add: goodwill recorded on existing 49% ownership interest(11)		69,347
Enterprise goodwill	$	123,443

(1)	reflects $80,000 for the acquisition.
(2)	Represents the fair value of assets received as part of the purchase agreement to which Crisa will be granted title which it had not recorded on its historical balance sheet (racks and conveyors of $3,000) and the fair value of liabilities forgiven as part of the purchase contract ($1,060 in Libbey profit sharing liability to Vitro and $2,500 in Crisa intercompany payable to Vitro).
(3)	Represents estimated direct acquisition costs, including financial, advisory, legal, accounting and other costs.
(4)	Represents the fair value of liabilities assumed to which step acquisition accounting is applied.

Crisa March 31, 2006 historical total liabilities	$	171,291
Less: Book value of Taller liabilities(i)		(114	)
Add: Adjustment to fair value of severance obligation(ii)		2,708
Less: Adjustment to fair value of pension liability(iii)		(19,359	)
Fair value of liabilities assumed	$	154,526

          (i)    The following amounts relate to the Taller business line which specializes in the production of custom made crystal. This business is specifically excluded from the acquisition. Amounts are removed from the pro forma balance sheet as they are included in the Crisa Historical balance sheet. Amounts agree to the acquisition adjustment column unless otherwise noted. See the following reconciliation of the Taller net assets:

Accounts receivable— net	$	115
Inventories— net*		299
Property, plant and equipment— net**		209
Accounts payable		(11	)
Pension liability***		(103	)
Net assets	$	509

*	See footnote (c)(7).
**	See footnote (c)(8).
***	See footnote (c)(9).

(ii)	See footnote (c)(13).
(iii)	See footnote (c)(9).

 (5) Represents the fair value of assets acquired to which step acquisition accounting is applied.

Crisa March 31, 2006 historical total assets	$	183,972
Less: Taller total assets(i)		(623	)
Less: Adjustment to fair value of property, plant and equipment(ii)		(975	)
Add: Adjustment to fair value of identified intangibles(iii)		38,400
Less: Adjustment to fair value of intangible pension asset(iv)		(2,520	)
Less: Adjustment to fair value of deferred financing fees(v)		(1,538	)
	$	216,716

(i)	See footnote (c)(4)(i).
(ii)	Represents the net of assets granted to Crisa in the acquisition by Vitro, the removal of the Taller fixed assets and the step acquisition adjustment to fair value. See footnote (c)(8).
(iii)	Represents the inferred enterprise value of the identifiable intangible assets described in footnote (12).
(iv)	See footnote (c)(9).
(v)	See footnote (d)(2).

(6)	Adjustments required to record assets and liabilities at acquired fair value subsequent to the application of step acquisition accounting. These items were recorded for assets acquired and liabilities assumed at 100% of fair value, as well as, assets and liabilities created in purchase accounting.
(7)	The following reflects fair value adjustments to inventories resulting from the transactions:

Adjustment to record Crisa inventory at fair value	$	(3,326	)
Amount of inventory adjustment recorded against equity(i)		(2,359	)
Amount of inventory adjustment recorded against goodwill(ii)	$	967

(i)	Represents the writedown to fair value of inventory related to the restructuring of Plant C attributable to Libbey’s existing 49% interest as a result of Libbey’s plan to close the facility.
(ii)	Represents the difference between the appraised fair value of the 51% interest acquired and the historical carrying value.

The following reconciles the individual inventory adjustments to the total and combined adjustment as reflected in the Pro forma Acquisition Adjustments column of the unaudited pro forma consolidated balance sheet:

Adjustment to record Crisa inventory at fair value	$	(3,326	)
Adjustment to remove Taller inventory		(299	)
Total adjustment to inventories — net	$	(3,625	)

 (8)  The following reflects adjustments to property, plant and equipment arising from the transactions:

Step acquisition adjustment to fair value(i)	$	(278	)
Adjustment to reflect assets granted in purchase at fair value(ii)		1,470
One time charge for write down of Plant C(iii)		(12,296	)
Remove Taller fixed assets(iv)		(209	)
Total property, plant and equipment adjustments	$	(11,313	)

(i)	Represents the difference between the appraised fair value of the 51% interest acquired and the historical carrying value.
(ii)	Represents the assets granted to Crisa through the purchase contract (assets not recorded in the historical Crisa records) at 100% of the fair value. The fair value of the racks and conveyors granted upon purchase were valued at $3,000. Due to the fact these assets were granted as part of the purchase contract, Crisa will record the entire fair value on its opening balance sheet, instead of 51% of the fair value applied in step acquisition accounting. Since 51% was previously recorded, this adjustment is required to record the remaining 49%.
(iii)	Represents the writedown to fair value of Plant C attributable to Libbey’s existing 49% interest as a result of Libbey’s plan to close the facility.
(iv)	See footnote (c)(4)(i).

 (9)  The following reflects adjustments to pension liabilities arising from the transactions:

Elimination of intangible pension asset(i)	$	(2,520	)
Reduction of pension liability (including Taller of $103)(ii)		19,463
Total pension adjustments	$	16,943

             (i) Represents the elimination of the intangible pension asset principally as a result of Vitro retaining the pension obligation for Crisa retirees and step acquisition adjustments pertaining to the obligation for active Crisa employees.

             (ii) Principally represents the elimination of the pension liability associated with Crisa retirees.

     (10)  The following reflects adjustments to deferred income taxes arising from the transactions:

Reclassification of deferred tax asset to deferred tax liability(i)	$	(6,406	)
Effect of step acquisition adjustments impacting goodwill(ii)		11,707
Effect of one time charges(iii)		(3,766	)
Total deferred tax adjustments	$	1,535

(i)	Represents the reclassification of Crisa’s deferred tax asset to deferred tax liabilities in conformity with GAAP.
(ii)	Represents the deferred tax effects of temporary differences resulting from the application of step acquisition adjustments to certain Crisa assets and liabilities.
(iii)	Principally reflects the tax benefit associated with one time charges related to the transactions including the writedown of Plant C fixed assets and the reversal of the increase in inventory to fair value and the writedown of certain inventories to fair value due to exiting certain product lines.

     (11)  The following reconciliation represents the original investment balance related to the 49% investment in Crisa. The investment was eliminated with the purchase price allocation and the following represents the adjustments to thepro-forma balance sheet:

Amount allocated to goodwill(i)	$	69,347
Reversal of the fair value of the guarantee of Crisa debt(ii)		421
Amount allocated to equity(iii)		7,721
	$	77,489

(i)	Represents the goodwill reflected in the Company’s existing 49% equity investment in Crisa.
(ii)	Represents the elimination of the fair value of Libbey’s loan guarantee which expires upon the consummation of the transactions.
(iii)	Represents the elimination of Libbey’s 49% interest in Crisa’s shareholders’ equity.

     (12)  The following summarizes the acquisition of 51% of the appraised fair value of Crisa’s identifiable intangible assets which have been recorded in connection with the transactions.

Trademarks and tradenames	$	8,160
Patented technology		1,122
Customer relationships		9,282
Covenants not-to-compete		1,020
Total	$	19,584

(13)	Represents the estimated $2,708 statutory severance obligation resulting from the Company’s plan to close Crisa’s Plant C, restructure certain manufacturing operations and reduce headcount shortly after the transactions are consummated. The obligation has been accounted for in accordance with EITF 95-3 “Recognition of liabilities in connection with a purchase business combination”.
(14)	The following reconciles the equity impact of the purchase price allocation:

Aggregate purchase price(i)	$	78,694
Less: Taller net assets(ii)		(509	)
Add: Impact of deferred tax liability from equity effect of purchase accounting(iii)		3,766
Less: Equity impact of reduction in property, plant and equipment related to restructuring of Plant C(iv)		(12,296	)
Less: Equity impact of the write-off of the historical equity investment(v)		(7,721	)
Less: Adjustment to Inventories — net(vi)		(2,359	)
Add: Other		136
Net equity impact	$	59,711

(i)	Represents 51% of $154,303 aggregate purchase price as calculated in the initial table in note (c).
(ii)	See footnote (c)(4)(i).
(iii)	See footnote (c)(10).
(iv)	See footnote (c)(8).
(v)	See footnote (c)(11).
(vi)	See footnote (c)(vi).

(d) (1) The adjustments for the transactions relate to financing of the acquisition, the refinancing, the write-off of the unamortized deferred financing fees relating to current Libbey and Crisa debt being refinanced and the recording of additional deferred financing fees.

The following reconciles the refinanced debt balance adjustment with the other account adjustments as detailed below:

Amounts to be refinanced:
Notes payable(i)	$	24,946
Accrued liabilities(ii)		4,544
Long-term debt due within one year(iii)		18,635
Total amounts to be refinanced	$	48,125
Purchase price of 51% of Vitrocrisa(iv)		84,000
Acquisition costs(v)		14,000
Total amounts to be paid or refinanced	$	146,125
Sources of cash used to repay existing debt:
Cash(vi)	$	7,365
Prepaid and other current assets(vii)		2,306
Other assets(viii)		2,252
Total sources of cash	$	11,923
Total incremental long-term debt	$	134,202

(i)	Represents the sum of the notes payable accounts included in Libbey Historical and Crisa Historical columns that will be refinanced once the transaction is closed. $11,167 of this balance relates to Libbey and $13,779 relates to Crisa.
(ii)	Represents the sum of the accrued interest amounts included accrued liabilities account in the Libbey Historical and Crisa Historical columns that will be refinanced once the transaction is closed. $2,713 of this balance relates to Libbey and $1,831 relates to Crisa.
(iii)	Represents the sum of the long-term debt due within one-year accounts included in the Libbey Historical and Crisa Historical columns that will be refinanced once the transactions are closed. $825 of this balance relates to Libbey and $17,810 relates to Crisa.

             (iv)  Represents the $80,000 purchase price of Crisa plus the anticipated $4,000 of acquisition fees. See the inclusion of this amount in shareholders’ equity below.

(v)	Represents the anticipated refinancing fees related to the transactions. This amount is recorded in Other assets. See the reconciliation of Other assets below.
(vi)	Represents the cash used to repay existing debt prior to the transactions. $4,502 of this balance relates to Libbey and $2,863 relates to Crisa.
(vii)	Represents a deposit Crisa has recorded which, per current contracts, will be refunded upon repayment of the existing debt.
(viii)	Represents a deposit Crisa has recorded which, per current contracts, will be refunded upon repayment of the existing debt. This amount is included in the Other assets adjustment of $8,237. See reconciliation below.

       (2) The following reconciles the Other assets adjustment:

Write-off of unamortized Crisa deferred financing fees(i)	$	(1,538	)
Write-off of unamortized Libbey deferred financing fees(i)		(1,973	)
Refund of deposit upon repayment of debt(ii)		(2,252	)
Deferred financing fees recorded for the transactions(iii)		14,000
Total Other assets	$	8,237

(i)	Represents a write-off of deferred financing fees on the historical balance sheets for Crisa and Libbey, respectively, which are being removed and charged to equity (net of deferred tax) due to the refinancing.
(ii)	See footnote (d)(1)(viii).
(iii)	These are the anticipated financing fees expected to be incurred in the refinancing.

       (3) The following reconciles the decrease in Shareholders’ Equity:

Purchase price of 51% of Vitrocrisa(i)	$	84,000
Write-off of unamortized Crisa deferred financing fees(ii)		1,077
Write-off of unamortized Libbey deferred financing fees(ii)		1,243
Total adjustment to Shareholders’ equity	$	86,320

(i)	See footnote (d)(1)(iv).
(ii)	See footnote (d)(2)(i).

(e)  The following adjustments are recorded to eliminate certain intercompany balances and to reclassify amounts to conform presentation:

(1)	Eliminates the intercompany receivable amount of $3,923 including in Accounts receivable— net with the intercompany payable amounts of $3,142 and $781 included in Accounts payable and Accounts payable to Vitro, respectively.
(2)	Reclassifies certain amounts related to the salary and wage accrual from accrued liabilities to salaries and wages. This is done to conform Crisa’s presentation with that of Libbey.

Unaudited pro forma consolidated and combined statements of operations

Year ended
December 31, 2005		Libbey			Crisa			Acquisition			Refinancing			Pro forma as
(Dollars in thousands)		Historical(a)			Historical(b)			Adjustments(c)			Adjustments(d)			adjusted
Net sales		$	568,133		$	190,178		$	(31,186	)	$	—		$	727,125
Freight billed to customers			1,932			—			—			—			1,932
	Total revenue		570,065			190,178			(31,186	)		—			729,057
Cost of sales			483,523			161,670			(43,391	)		—			601,802
	Gross profit		86,542			28,508			12,205			—			127,255
Selling, general and administrative expenses			71,535			24,713			(2,341	)		—			93,907
Special charges			23,924			—			—			—			23,924
	(Loss) income from operations		(8,917	)		3,795			14,546			—			9,424
Equity (loss) earnings—pretax			(4,100	)		—			4,100			—			—
Other income			2,567			(1,284	)		(1,148	)		—			135
	(Loss) earnings before interest, income taxes and minority interest		(10,450	)		2,511			17,498			—			9,559
Interest expense(e)			15,255			8,423			(676	)		17,351			40,353
	(Loss) income before income taxes and minority interest		(25,705	)		(5,912	)		18,174			(17,351	)		(30,794	)
	(Credit) provision for income taxes		(6,384	)		1,896			3,260			(6,170	)		(7,398	)
Minority interest			34			—			—			—			34
Net loss		$	(19,355	)	$	(7,808	)	$	14,914		$	(11,181	)	$	(23,430	)

Three months ended
March 31, 2005		Libbey			Crisa		Acquisition			Refinancing			Pro forma as
(Dollars in thousands)		Historical(a)			Historical(b)		Adjustments(c)			Adjustments(d)			adjusted
Net sales		$	129,784		$	45,156	$	(7,724	)	$	—		$	167,216
Freight billed to customers			497			—		—			—			497
	Total revenue		130,281			45,156		(7,724	)		—			167,713
Cost of sales			109,242			36,492		(11,461	)		—			134,273
	Gross profit		21,039			8,664		3,737						33,440
Selling, general and administrative expenses			17,954			6,061		(546	)		—			23,469
Special charges			2,997			—		—			—			2,997
	Income from operations		88			2,603		4,283						6,974
Equity earnings—pretax			554			—		(554	)		—			—
Other income			301			60		(441	)		—			(80	)
	Earnings before interest, income taxes and minority interest		943			2,663		3,288			—			6,894
Interest expense(e)			3,378			1,555		(169	)		5,416			10,180
	(Loss) income before income taxes and minority interest		(2,435	)		1,108		3,458			(5,416	)		(3,286	)
	(Credit) provision for income taxes		(803	)		306		1,088			(1,926	)		(1,335	)
Minority interest			15			—		—			—			15
Net (loss) income		$	(1,647	)	$	802	$	2,370		$	(3,490	)	$	(1,966	)

Three months ended
March 31, 2006		Libbey		Crisa		Acquisition			Refinancing			Pro forma as
(Dollars in thousands)		Historical(a)		Historical(b)		Adjustments(c)			Adjustments(d)			adjusted
Net sales		$	134,866	$	47,566	$	(6,787	)	$	—		$	175,645
Freight billed to Customers			457		—		—			—			457
	Total revenue		135,323		47,566		(6,787	)		—			176,102
Cost of sales			113,177		38,180		(10,174	)		—			141,183
	Gross profit		22,146		9,386		3,387			—			34,919
Selling, general and administrative expenses			19,086		5,721		(593	)		—			24,214
	Income from operations		3,060		3,665		3,980			—			10,705
Equity earnings—pretax			1,065		—		(1,065	)		—			—
Other income			396		878		(408	)		—			866
	Earnings before interest, income taxes and minority interest		4,521		4,543		2,507			—			11,571
Interest expense(e)			3,609		2,367		(169	)		4,112			9,919
	Income before income taxes and minority interest		912		2,176		2,676			(4,112	)		1,652
	Provision (credit) for income taxes		301		479		880			(1,462	)		198
Minority interest			96		—		—			—			96
Net income		$	515	$	1,697	$	1,796		$	(2,650	)	$	1,358

Twelve months ended
March 31, 2006		Libbey			Crisa			Acquisition			Refinancing			Pro forma as
(Dollars in thousands)		Historical(a)			Historical(b)			Adjustments(c)			Adjustments(d)			adjusted
Net sales		$	573,215		$	192,588		$	(30,249	)	$	—		$	735,554
Freight billed to customers			1,892			—			—			—			1,892
	Total revenue		575,107			192,588			(30,249	)		—			737,446
Cost of sales			487,458			163,358			(42,104	)		—			608,712
	Gross profit		87,649			29,230			11,855			—			128,734
Selling, general and administrative expenses			72,667			24,373			(2,388	)		—			94,652
Special charges			20,927			—			—			—			20,927
	(Loss) income from operations		(5,945	)		4,857			14,243			—			13,155
Equity loss—pretax			(3,589	)		—			3,589			—			—
Other income			2,662			(466	)		(1,115	)		—			1,081
	(Loss) earnings before interest, income taxes and minority interest		(6,872	)		4,391			16,717			—			14,236
Interest expense(e)			15,486			9,235			(676	)		16,047			40,092
	Loss before income taxes and minority interest		(22,358	)		(4,844	)		17,393			(16,047	)		(25,856	)
	(Credit) provision for income taxes		(5,280	)		2,069			3,052			(5,706	)		(5,865	)
Minority interest			115			—			—			—			115
Net loss		$	(17,193	)	$	(6,913	)	$	14,341		$	(10,341	)	$	(20,106	)

Notes to unaudited pro forma consolidated and combined statements of operations

(Dollars in thousands)

(a)	Libbey Historical amounts are derived from: 1) the audited consolidated statement of operations for the year ended December 31, 2005; 2) the unaudited consolidated statement of operations for the three months ended March 31, 2005; and 3) the unaudited consolidated statement of operations for the three months ended March 31, 2006.
(b)	Crisa Historical amounts are derived from: 1) the audited combined statement of operations for the year ended December 31, 2005; 2) the unaudited condensed combined statement of operations for the three months ended March 31, 2005; and 3) the unaudited condensed combined statement of operations for the three months ended March 31, 2006.
(c)	Reflects the following pro forma acquisition and related step acquisition accounting adjustments:

											Last
					Three			Three			twelve
					months			months			months
		Year ended			ended			ended			ended
		December 31,			March 31,			March 31,			March 31,
(Dollars in thousands)		2005			2005			2006			2006
Sales from Crisa to Libbey(i)		$	(29,667	)	$	(7,377	)	$	(6,420	)	$	(28,710	)
Taller(ii)			(1,519	)		(347	)		(367	)		(1,539	)
	Net sales	$	(31,186	)	$	(7,724	)	$	(6,787	)	$	(30,249	)
Cost of sales:
Pension(iii)		$	(3,779	)	$	(945	)	$	(1,319	)	$	(4,153	)
Rent expense(iv)			(939	)		(235	)		(235	)		(939	)
Libbey technical assistance(v)			(1,110	)		(284	)		(296	)		(1,122	)
Taller(ii)			(1,063	)		(264	)		(261	)		(1,060	)
Depreciation(vi)			(3,277	)		(1,422	)		(863	)		(2,718	)
Sales from Crisa to Libbey(i)			(33,223	)		(8,311	)		(7,200	)		(32,112	)
	Cost of sales	$	(43,391	)	$	(11,461	)	$	(10,174	)	$	(42,104	)
Selling, general and administrative expenses:
General manager(vii)		$	(500	)	$	(125	)	$	(125	)	$	(500	)
Vitro management fee charges(viii)			(2,593	)		(615	)		(643	)		(2,621	)
Taller(ii)			(280	)		(64	)		(83	)		(299	)
Amortization of purchased intangibles(ix)			1,032			258			258			1,032
	Selling, general and administrative expenses	$	(2,341	)	$	(546	)	$	(593	)	$	(2,388	)
Elimination of Crisa loss (earnings) accounted for under equity method of accounting(x)		$	4,100		$	(554	)	$	(1,065	)	$	3,589
Other income:
Libbey technical assistance(v)		$	(1,110	)	$	(284	)	$	(296	)	$	(1,122	)
Other			(38	)		(157	)		(112	)		7
	Total other income	$	(1,148	)	$	(441	)	$	(408	)	$	(1,115	)
Interest expense:
Loan guarantee fees(xi)		$	(676	)	$	(169	)	$	(169	)	$	(676	)
Income tax on the pro forma adjustments(xii)		$	3,260		$	1,088		$	880		$	3,052

(i)	Elimination of Crisa sales to Libbey. These sales are covered under a distribution agreement whereby Libbey has the sole distribution rights on sales into the U.S. and Canada. The related profits on these sales are split between Libbey and Vitro. The difference between sales value and cost represents the profit sharing payment to Vitro that will be retained by Libbey as a result of the acquisition.
(ii)	The Taller business line is specifically excluded from the acquisition.
(iii)	As part of the acquisition, Vitro will retain all liabilities for retired employees included in the Crisa unfunded pension plans.
(iv)	As part of the acquisition, Vitro will transfer certain land and warehouse equipment to Crisa that is currently leased by Crisa. The additional depreciation expense related to the warehouse equipment is included in the depreciation adjustment (see (vi) below).
(v)	Elimination of technical assistance fees charged to Crisa by Libbey.
(vi)	The depreciation adjustment is for step acquisition accounting and the estimated fair value reduction of fixed assets. Due to the planned production capacity realignment, fixed assets will be written down.

(vii)	The General Manager of Crisa will be transferred to Vitro and Crisa will pay $500 per year for three years for General Manager services. The General Manager’s historical salary is approximately $1,000 per year. Once the transition services agreement ends, the scope of the General Manager position will be reduced and is not expected to carry an equivalent salary.
(viii)	The 1.5% management fee levied against Crisa revenue by Vitro will be eliminated as a result of the termination of certain contracts resulting from the acquisition. Vitro will no longer have an equity interest in Crisa as a result of the acquisition and will only provide certain transition services as previously described.
(ix)	Amortization of intangibles related to patents, customer relationships and non-compete agreements acquired as a result of the acquisition. Trademark and tradenames are indefinite lived intangible assets and not subject to amortization.
(x)	Elimination of Libbey’s 49% equity earnings in Crisa. As a result of the acquisition, Libbey will own 100% of Crisa and there will be no equity earnings in Crisa.
(xi)	Fees charged by Vitro to guarantee a portion of the Crisa debt will be eliminated as a result of the acquisition.
(xii)	Pro forma adjustments applicable to Libbey are tax effected using Libbey’s weighted average statutory tax rate of 35.6%. Crisa pro forma adjustments are tax effected using the Mexican statutory tax rates of 30% and 29% for 2005 and 2006, respectively. For the last twelve months ended March 31, 2006, a blended Mexican statutory tax rate of 29.75% was applied.

(d) Reflects the pro forma net change to interest expense (and related tax on the interest expense adjustment) as a result of the acquisition and refinancing:

				Three		Three		Twelve
				months		months		months
		Year ended		ended		ended		ended
		December 31,		March 31,		March 31,		March 31,
		2005		2005		2006		2006
New interest expense:
Senior notes(i)		$	38,000	$	9,500	$	9,500	$	38,000
New senior secured credit facility(ii)			2,116		529		529		2,116
Commitment fee on unused amount(iii)			277		69		69		277
Fees on outstanding letters of credit(iv)			147		37		37		147
Amortization of capitalized financing costs on senior notes			1,825		456		456		1,825
Total pro forma interest expense on new borrowings			42,365		10,591		10,591		42,365
Less: historical interest expense on borrowings repaid in conjunction with the transactions and related amortization of deferred financing fees:
	Libbey		16,465		3,610		4,069		16,924
	Crisa		8,549		1,565		2,410		9,394
Adjustment to interest expense		$	17,351	$	5,416	$	4,112	$	16,047

(i) Represents interest on the senior notes, which is calculated as follows:

			Three		Three		Twelve
			months		months		months
	Year ended		ended		ended		ended
	December 31,		March 31,		March 31,		March 31,
	2005		2005		2006		2006
Estimated outstanding balance	$	400,000	$	400,000	$	400,000	$	400,000
Assumed interest rate		9.5%		9.5%		9.5%		9.5%
Portion of year not outstanding		1.0		0.25		0.25		1.00
Calculated interest	$	38,000	$	9,500	$	9,500	$	38,000

For each 0.25% change in the interest rate on the senior notes, our interest expense would change by $1,000 per annum.

(ii) Represents interest on our new senior secured credit facility, which is calculated as follows:

			Three		Three		Twelve
			months		months		months
	Year ended		ended		ended		ended
	December 31,		March 31,		March 31,		March 31,
	2005		2005		2006		2006
Estimated outstanding balance	$	30,600	$	30,600	$	30,600	$	30,600
Assumed interest rate— 3 month LIBOR plus 175 bps		6.9%		6.9%		6.9%		6.9%
Portion of year not outstanding		1.0		0.25		0.25		1.00
Calculated interest	$	2,116	$	529	$	529	$	2,116

(iii) Represents commitment fee charges on unused portion of our new senior secured credit facility, which is calculated as follows:

			Three		Three		Twelve
			months		months		months
	Year ended		ended		ended		ended
	December 31,		March 31,		March 31,		March 31,
	2005		2005		2006		2006
Estimated average unused portion of new senior secured credit facility	$	111,000	$	111,000	$	111,000	$	111,000
Commitment fees		0.25%		0.25%		0.25%		0.25%
Portion of year not outstanding		1.0		0.25		0.25		1.00
Calculated commitment fees	$	277	$	69	$	69	$	277

(iv) Represents fees on outstanding letters of credit, which are calculated as follows:

			Three		Three		Twelve
			months		months		months
	Year ended		ended		ended		ended
	December 31,		March 31,		March 31,		March 31,
	2005		2005		2006		2006
Outstanding letters of credit	$	8,400	$	8,400	$	8,400	$	8,400
Fees on letters of credit (175 bps)		1.75%		1.75%		1.75%		1.75%
Portion of year not outstanding		1.0		0.25		0.25		1.00
Calculated letters of credit fees	$	147	$	37	$	37	$	147

(e) Reflects interest income and the elimination of fees charged by Vitro to guarantee a portion of the Crisa debt.

			Three		Three		Twelve
			months		months		months
	Year ended		ended		ended		ended
	December 31,		March 31,		March 31,		March 31,
	2005		2005		2006		2006
Total pro forma interest expense on new borrowings	$	42,365	$	10,591	$	10,591	$	42,365
Libbey interest income		1,210		232		461		1,439
Crisa interest income		126		10		42		158
Total Interest Income		1,336		242		503		1,597
Less: guarantee fees(c)(xi)		676		169		169		676
Interest expense—net	$	40,353	$	10,180	$	9,919	$	40,092