Document
Table of Contents

 
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K

ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Mark One)
 
 
 
þ
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
 
 
For the plan year ended December 31, 2015.
or
 
 
 
o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
 
 
For the transition period from _________ to __________

Commission file number 1-12084

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
LIBBEY INC. RETIREMENT SAVINGS PLAN

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Libbey Inc.
300 Madison Ave.
Toledo, Ohio 43604
 



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REQUIRED INFORMATION

Financial Statements and Exhibits as follows:
1. Financial Statements
Reports of Independent Registered Public Accounting Firm
Statements of Net Assets Available for Benefits as of December 31, 2015 and December 31, 2014
Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2015
Notes to Financial Statements
Supplemental Schedule — H, Line 4i Schedule of Assets (Held at End of Year)
2. Exhibits
23.1
 
Consent of Independent Registered Public Accounting Firm
 
23.2
 
Consent of Independent Registered Public Accounting Firm
 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrator of the Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
LIBBEY INC. RETIREMENT SAVINGS PLAN
 
 
 
 
 
 
 
Libbey Inc.
Employee Benefits Committee
Plan Administrator 
 
 
 
 
 
 
Dated:
June 24, 2016
By:  
/s/ Timothy T. Paige  
 
 
 
 
Timothy T. Paige 
 
 
 
 
Chairman Employee Benefits Committee 
 
 
 
 
 
 
 
 
 
By:  
/s/ Sherry L. Buck
 
 
 
 
Sherry L. Buck
 
 
 
 
Vice President and Chief Financial Officer of Libbey Inc. 




Libbey Inc. Retirement Savings Plan

Financial Statements and Supplemental Schedule

Years Ended December 31, 2015 and 2014
Contents
 
 
 
 
 
 
Financial Statements
 
 
 
 
 
 
 
 
 
Supplemental Schedule
 
 
 
 
 
EX-23.1
 
EX-23.2
 



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Libbey Inc. Employee Benefits Committee and Participants of
Libbey Inc. Retirement Savings Plan
Toledo, OH

We have audited the accompanying statement of net assets available for benefits of the Libbey Inc. Retirement Savings Plan (the "Plan") as of December 31, 2015, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2015, and the changes in net assets available for benefits for the year then ended in conformity with accounting principles generally accepted in the United States of America.

The supplemental schedule of assets (held at end of year) as of December 31, 2015 has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental schedule is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is presented in compliance with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, such schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.


/s/ Deloitte & Touche LLP

Detroit, Michigan
June 24, 2016


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Table of Contents

Report of Independent Registered Public Accounting Firm

The Libbey Inc. Employee Benefits Committee
Libbey Inc. Retirement Savings Plan

We have audited the accompanying statement of net assets available for benefits of the Libbey Inc. Retirement Savings Plan (the Plan) as of December 31, 2014. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Libbey Inc. Retirement Savings Plan at December 31, 2014, in conformity with U.S. generally accepted accounting principles.


/s/ Ernst & Young LLP

Toledo, Ohio
June 11, 2015


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Libbey Inc. Retirement Savings Plan

Statements of Net Assets Available for Benefits

 
 
December 31,
 
 
2015
 
2014
Assets
 
 
 
 
Investments, at fair value
 
$
99,689,886

 
$
114,469,645

Notes receivable from participants
 
1,700,010

 
1,712,799

Employer contribution receivable
 

 
165

Net assets available for benefits reflecting investments at fair value
 
101,389,896

 
116,182,609

Adjustment from fair value to contract value for fully benefit-responsive investment contracts
 
5,868

 
(62,952
)
Net assets available for benefits
 
$
101,395,764

 
$
116,119,657


See accompanying notes to the financial statements.


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Libbey Inc. Retirement Savings Plan

Statement of Changes in Net Assets Available for Benefits

Year Ended December 31, 2015

 
 
 
Additions
 
 
Investment income:
 
 
Interest and dividends
 
$
3,657,588

Interest income on notes receivable from participants
 
70,116

Contributions:
 
 
Participants
 
4,402,438

Employer
 
2,430,567

Total contributions
 
6,833,005

 
 
 
Total additions
 
10,560,709

 
 
 
Deductions
 
 

Participant withdrawals or benefits paid directly to participants
 
(17,024,203
)
Expenses
 
(68,332
)
Total deductions
 
(17,092,535
)
 
 
 
Net depreciation in fair value of investments
 
(8,277,152
)
Net decrease in assets available for benefits prior to transfer
 
(14,808,978
)
 
 
 
Net transfer from Libbey Inc. Supplemental Retirement Plan
 
85,085

 
 
 
Net decrease in assets available for benefits
 
(14,723,893
)
 
 
 
Net assets available for benefits:
 
 
Beginning of year
 
116,119,657

End of year
 
$
101,395,764


See accompanying notes to the financial statements.


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Libbey Inc. Retirement Savings Plan

Notes to Financial Statements

December 31, 2015

1. Description of Plan

General

The Libbey Inc. Retirement Savings Plan (the Plan) was adopted by Libbey Inc. (the Company) for the benefit of eligible salary and non-union hourly employees. The Plan was amended and restated on January 28, 2013 and effective on January 1, 2013.

The Plan is a defined contribution plan that provides eligible employees the opportunity to make pretax and/or after-tax contributions, in specific percentages, within guidelines established by the Libbey Inc. Employee Benefits Committee (the Committee). The Plan is administered by the Committee, and is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). Participant contributions are limited to 50% of their eligible wages and are immediately 100% vested. Contributions are allocated at the participant’s discretion among the various investment options from 1% to 100%, with no limit on the number of options selected. A participant may elect to change the percentage of eligible compensation to be contributed, and any such changes shall be effective as soon as administratively feasible.

The Company contributes to the Plan on behalf of each participant an amount equal to 100% of the participant’s first 6% of pretax contributions not to exceed 6% of the participant’s eligible compensation. Company matching contributions are allocated to investments based on the participant’s deferral elections. Company matching contributions are immediately 100% vested. The Plan automatically enrolls newly eligible participants; however, participants can elect to opt out of automatic enrollment.

Within certain limitations of the Internal Revenue Code (IRC), a participant may also transfer into the Plan a rollover contribution from another qualified plan.

Participants may transfer existing fund balances among the various investment funds daily, with some limitations.

The above information is intended as a general description of the Plan’s operating guidelines. Reference should be made to the plan document for more specific provisions, including benefit payments.

Plan Termination

Although the Company has not expressed any intent to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions of ERISA. Upon termination, the entire interest of each participant’s account is distributed to the participants.

Assets in Trust

Through May 31, 2015, all of the assets of the Plan were held by the Trustee, JP Morgan Chase Bank, N.A. (JP Morgan). On June 1, 2015, Great-West Trust Company, LLC became the Plan's Trustee, with JP Morgan becoming the sub-custodian. This change occurred as a result of Great-West Financial acquiring the JP Morgan Retirement Plan Services large-market record keeping business late in 2014. Great-West Financial Retirement Plan Services branded the record keeping business as Empower Retirement, and the Plan utilizes these record keeping services.

Investments

Participants may direct the investment of their contribution, the Company's matching contribution and their account balances into various investment options offered by the Plan and may change investments and transfer amounts between funds daily, within certain limitations. The Plan offers over 20 different mutual funds across several asset categories including US and International equities and fixed income funds, through nine registered investment companies, and Company stock.


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Libbey Inc. Retirement Savings Plan

Notes to Financial Statements (continued)

Distributions of Benefits

Distribution of vested benefits may be made upon the occurrence of any one of the following:

In-service withdrawal on or after attainment of age 59-1/2;
Total and permanent disability, as defined in the Plan, of the participant;
Death of the participant;
Termination of employment; or
Financial hardship that complies with IRS regulations.

Benefits due upon death are generally paid in a lump sum or installments. Death benefits are based on amounts in the participants’ accounts. Benefits due upon termination, withdrawal, or disability are paid in a lump sum or installments, as applicable, and are based on vested amounts in the participants’ accounts.

Participant Accounts

Each participant's account is credited with the participant's contributions, the Company's matching contributions and their respective share of investment fund earnings (losses) and administrative expenses. The benefit to which a participant is entitled is the benefit that can be provided from the value of the participant's account.

2. Summary of Accounting Policies

Basis of Accounting

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).

Payment of Benefits

Benefit payments to participants are recorded when paid. There were no participants, who elected to withdraw from the Plan, but had not yet been paid at December 31, 2015.

Investment Valuation and Income Recognition

The Plan’s investments are stated at fair value. Fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 3 for discussion on fair value measurements.
The JP Morgan Stable Asset Income Fund invests in fully benefit-responsive investment contracts. Investment contracts held by a defined contribution plan are required to be reported at fair value; however, contract value is the relevant measurement attribute for that portion of the net assets available for benefits that is attributable to fully benefit-responsive investment contracts. Contract value is the amount Plan participants would receive if they were to initiate permitted transactions under the terms of the Plan. The statement of net assets available for benefits presents the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The statement of changes in net assets available for benefits is prepared using the contract value basis.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded as earned. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) includes the Plan’s gains and losses on investments bought and sold as well as held during the year.


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Libbey Inc. Retirement Savings Plan

Notes to Financial Statements (continued)

Company Stock

At December 31, 2015 and 2014, the Plan held $10,372,880 and $20,174,852, respectively, of Libbey Inc. common stock which represented approximately 10% and 17%, respectively, of net assets available for benefits. Dividends paid or deemed paid constitute applicable dividends per the IRC. During the year ended December 31, 2015, the Plan received dividend income of $230,519 from Libbey Inc.

Each participant is entitled to exercise voting rights attributable to the shares allocated to their account and is notified by the Company prior to the time that such rights may be exercised. The Trustee is not permitted to vote any allocated shares for which instructions have not been given by a participant. The Trustee votes any unallocated shares in the same proportion as those shares that were allocated, unless the Committee directs the Trustee otherwise. Participants have the same voting rights in the event of a tender or exchange offer.

Beginning July 1, 2016, the Company is implementing a 20% limit on investments in Libbey Inc. common stock to ensure portfolio diversity. Any contribution amount over 20% will be redirected to the Plan's default fund, the JP Morgan SmartRetirement target date funds, based on the participant's age. A maximum of 20% of each participant's account balance can be invested in Company stock. The participant will be unable to transfer additional investments into the stock fund if Libbey Inc. stock is more than 20% of the participant's account balance, or would be more than 20% as a result of the transfer. In addition, there will be a 20% cap on future contributions to purchase Company stock. At implementation on July 1, 2016, participants will not be required to sell any shares of Libbey Inc. common stock greater than 20% of their account balance.

Plan Expenses

The Plan's administrative expenses are paid by either the Plan or the Company, as provided by the Plan's provisions. Administrative expenses paid by the Plan include recordkeeping and trustee fees. Expenses relating to purchases, sales or transfers of the Plan's investments are charged to the particular investment fund to which the expenses relate. All other administrative expenses of the Plan are paid by the Company.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes and supplemental schedule. Actual results could differ from those estimates.

Notes Receivable from Participants

Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of December 31, 2015 or 2014. If a participant ceases to make loan repayments and the plan administrator deems the participant loan to be a distribution, the participant loan balance is reduced and a benefit payment is recorded.

Transfers

Along with the Plan, the Company sponsors a defined contribution plan for union hourly employees. If employees change their status during the year, their account balances are transfered into the Libbey Inc. Supplemental Retirement Plan.

Excess Contributions Payable

The Plan is required to re-characterize or return contributions received during the Plan year in excess of the IRC limits.


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Libbey Inc. Retirement Savings Plan

Notes to Financial Statements (continued)

New Accounting Standards

In May 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2015-07, Disclosures for Investments in Certain Entities that Calculate Net Asset Value Per Share (or its Equivalent) (ASU 2015-07). ASU 2015-07 removes the requirement to categorize within the fair value hierarchy investments for which fair values are estimated using the net asset value practical expedient provided by Accounting Standards Codification 820, Fair Value Measurement. Disclosures about investments in certain entities that calculate net asset value per share are limited under ASU 2015-07 to those investments for which the entity has elected to estimate the fair value using the net asset value practical expedient. ASU 2015-07 is effective for fiscal years beginning after December 15, 2015, with early adoption permitted. We are currently assessing the impact that this standard will have on our financial statements.

In July 2015, the FASB issued Accounting Standards Update 2015-12, Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965) (ASU 2015-12). The amendments in Part I of ASU 2015-12 eliminated the requirements that employee benefit plans measure the fair value of fully benefit–responsive investment contracts and provide the related fair value disclosures, rather these contracts will be measured and disclosed only at contract value. The amendments in Part II of ASU 2015-12 will require plans to disaggregate their investments measured using fair value only by general type, either on the financial statements or in the notes. Part II also eliminated the requirement to disclose the net appreciation (depreciation) in fair value of investments by general type and the requirements to disclose individual investments that represent 5% or more of net assets available for benefits. The amendments in Part III of ASU 2015-12 provide a practical expedient to permit plans to measure its investments and investment related accounts as of a month-end date closest to its fiscal year for a plan with a fiscal year end that does not coincide with the end of a calendar month. The amendments in ASU 2015-12 are effective for reporting periods beginning after December 15, 2015, with early adoption permitted. We are currently assessing the impact that this standard will have on our financial statements.

3. Fair Value Measurements

In accordance with ASC 820, Fair Value Measurement, assets and liabilities measured at fair value are categorized into the following fair value hierarchy:
Level 1 — Fair value is based on unadjusted quoted prices for identical assets or liabilities in an active market that the Plan has the ability to access at the measurement date.
Level 2 — Fair value is based on quoted prices in markets that are not active, quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
Level 3 — Fair value is based on prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable. These inputs reflect management’s judgment about the assumptions that a market participant would use in pricing the investment and are based on the best available information, some of which may be internally developed.

Following is a description of the valuation techniques and inputs used for each major class of assets measured at fair value by the Plan:

Registered investment companies: Valued at quoted market prices, which represent the net asset value (NAV) of shares held by the Plan at year-end.

Common stock: Valued at the closing price reported in the active market in which the individual securities are traded.

Common collective trusts: Valued at the NAV provided by the administrator of the fund. The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, divided by the number of units outstanding.

There have been no changes in the methodologies used at December 31, 2015 and 2014. For the year ended December 31, 2015, there were no transfers between levels.

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Libbey Inc. Retirement Savings Plan

Notes to Financial Statements (continued)

Investments Measured at Fair Value on a Recurring Basis

Investments measured at fair value on a recurring basis consisted of the following types of instruments as of December 31, 2015 and 2014 (Level 1, 2, and 3 inputs are defined above):
 
 
Fair Value Measurements Using Input Type
December 31, 2015
 
 
Level 1
 
Level 2
 
Level 3
 
Total
Investments:
 
 

 
 

 
 
 
 

Registered investment companies:
 
 

 
 

 
 

 
 

US equity funds
 
$
45,627,976

 
$

 
$

 
$
45,627,976

International equity
 
11,795,449

 

 

 
11,795,449

Fixed income
 
13,584,524

 

 

 
13,584,524

Libbey Inc. common stock
 
10,372,880

 

 

 
10,372,880

Common collective trusts (a)
 

 
18,309,057

 

 
18,309,057

Total investments measured at fair value
 
$
81,380,829

 
$
18,309,057

 
$

 
$
99,689,886


 
 
Fair Value Measurements Using Input Type
December 31, 2014
 
 
Level 1
 
Level 2
 
Level 3
 
Total
Investments:
 
 
 
 
 
 
 
 
Registered investment companies:
 
 

 
 

 
 

 
 

US equity funds
 
$
47,955,551

 
$

 
$

 
$
47,955,551

International equity
 
11,849,083

 

 

 
11,849,083

Fixed income
 
13,962,462

 

 

 
13,962,462

Libbey Inc. common stock
 
20,174,852

 

 

 
20,174,852

Common collective trusts (a)
 

 
20,527,697

 

 
20,527,697

Total investments measured at fair value
 
$
93,941,948

 
$
20,527,697

 
$

 
$
114,469,645

___________________________________

(a)
Represents investments in common collective trusts. One of the trusts invests in high quality fixed income portfolios combined with investment contracts called “benefit responsive wraps” issued by other insurance companies. The investment strategy for this trust is to provide current income while preserving principal, providing liquidity and stable net asset value. The other common collective trust's investment strategy is to provide investment results that correspond to the total return performance of publicly-traded common stocks in the aggregate, as represented by the Standard & Poor's 500 Index. There are no unfunded commitments at December 31, 2015 for either trust. The Plan may terminate its interest in the Blackrock Equity Index Fund at any time. The Plan may terminate its interest in the JP Morgan Stable Asset Income Fund at any time as long as the funds will not be invested in an investment option determined by JPMorgan Chase Bank, N.A. to be a competing fund. Complete or partial withdrawals must be given in writing not less than 30 days prior to the valuation date, upon which the withdrawal is to be effected, and such withdrawals shall be paid at the lesser of book or market value, as determined by the fund (see Note 2). The fair value of the common collective trusts have been determined based on the fair value of the underlying investments of the fund as of measurement date. As previously discussed in Note 2, contract value is the relevant measurement attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan.


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Libbey Inc. Retirement Savings Plan

Notes to Financial Statements (continued)

4. Investments

Investments whose fair value represents 5% or more of the fair value of the Plan’s net assets are as follows:
 
 
December 31,
 
 
2015
 
2014
Libbey Inc. common stock
 
$
10,372,880

 
$
20,174,852

Dodge & Cox Stock Fund
 
12,479,666

 
14,888,866

BlackRock Equity Index Fund
 
10,102,306

 
10,712,672

JP Morgan Stable Asset Income Fund (at fair value)*
 
8,206,751

 
9,815,025

Harbor International Fund
 
6,859,279

 
7,776,857

Harbor Capital Appreciation Fund
 
6,514,670

 
6,786,315

American Funds Growth Fund of America
 
5,251,370

 
**
___________________________________
* The contract value of the Plan's investment in the JP Morgan Stable Asset Income Fund was $8,212,619 and $9,752,073 at December 31, 2015 and 2014, respectively.
**Less than 5% of fair value of the Plan's net assets.

During the year ended December 31, 2015, the Plan’s investments (including investments bought, sold, as well as held during the year) depreciated in fair value as follows:
Registered investment companies
 
$
(4,077,237
)
Common collective trusts
 
267,489

Libbey Inc. common stock
 
(4,467,404
)
Net depreciation in fair value of investments
 
$
(8,277,152
)

5. Notes Receivable from Participants

The Plan permits participants to borrow up to a maximum of $50,000, or 50%, of their investment balance once their investment balance reaches $1,000. Loans are made subject to certain conditions and limitations specified in the plan document and are repaid in semimonthly or weekly installments, including interest, over periods of between one to five years or up to 10 years for the purchase of a primary residence. A participant is entitled to a maximum of two loans; however, the loans must be initiated 12 months apart. Participant loans are collateralized by their account balances. The rate at which loans bear interest is established at the inception of the borrowing, based on the prime rate then being charged by the Trustee plus 1%. Repayments of loans, including the interest portion thereof, are reinvested on the participants’ behalf in accordance with their current choice of investment options. If a participant terminates employment from the Company, the participant must make arrangements with the record keeper to pay off the loan, otherwise it will be treated as a distribution to the participant after 90 days.

6. Income Tax Status

The Plan has received a determination letter from the Internal Revenue Service (IRS) dated May 1, 2014, stating that the Plan is qualified under Section 401(a) of the IRC and therefore, the related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualified status. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the IRC and therefore, believes the Plan is qualified and the related trust is tax-exempt.
U.S. GAAP requires plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of

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Libbey Inc. Retirement Savings Plan

Notes to Financial Statements (continued)

December 31, 2015, there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The plan administrator believes the Plan is no longer subject to income tax examinations for years prior to 2012.

7. Related-Party Transactions

As described in Note 2, the Plan invests in Libbey Inc. common stock. In addition, certain plan investments are shares of mutual funds managed by the former Trustee and shares of mutual funds managed by Harbor Capital Advisors, the investment advisors of various defined benefit pension plans of the Company. The investments in Libbey Inc. common stock and mutual funds managed by the former Trustee and Harbor Capital Advisors qualify as party-in-interest transactions. There have been no known prohibited transactions with a party-in-interest.

8. Risks and Uncertainties

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the value of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

9. Reconciliation Between Financial Statements and Form 5500

The accompanying financial statements present fully benefit-responsive contracts at contract value. The Form 5500 requires fully benefit-responsive investment contracts to be reported at fair value. Therefore, the adjustment from fair value to contract value for fully benefit-responsive investment contracts represents a reconciling item.

A reconciliation of net assets available for benefits per the financial statements to the Form 5500 is as follows:
 
 
December 31,
 
 
2015
 
2014
Net assets available for benefits per the financial statements
 
$
101,395,764

 
$
116,119,657

Adjustment from fair value to contract value for fully benefit-responsive investment contracts
 
(5,868
)
 
62,952

Net assets available for benefits per the Form 5500
 
$
101,389,896

 
$
116,182,609


The following is a reconciliation of the decrease in net assets available for benefits prior to transfer per the financial statements to the Form 5500 for the year ended December 31, 2015:
Net decrease in assets available for benefits prior to transfer per the financial statements
 
$
(14,808,978
)
Adjustment from fair value to contract value for fully benefit-responsive investment contracts
 
(68,820
)
Total net loss per the Form 5500
 
$
(14,877,798
)

11

Table of Contents

Supplemental Schedule
Libbey Inc. Retirement Savings Plan
EIN 34-1559357   Plan #001
Schedule H, Line 4i — Schedule of Assets
(Held at End of Year)
December 31, 2015
Identity of Issuer, Borrower,
Lessor, or Similar Party
 
Description of Investment,
Including Maturity Date, Par, or
Maturity Value Rate of Interest
 
Current
Value
 
 
 
 
 

Registered investment companies:
 
 
 
 

  Harbor*
 
115,418 shares of International Fund
 
$
6,859,279

 
 
108,451 shares of Capital Appreciation Fund
 
6,514,670

  Invesco
 
124,432 shares of Small Capital Growth Fund
 
4,389,965

  Dodge & Cox
 
76,671 shares of Stock Fund
 
12,479,666

  Cohen & Steers
 
15,636 shares of Realty Shares Fund
 
718,165

  Dimensional
 
1,006 shares of DFA U.S. Small Cap Value
 
30,680

 
 
127,552 shares of DFA U.S. Small Cap
 
3,617,363

 
 
16,488 shares of DFA Emerging Markets Value
 
336,354

     JP Morgan*
 
95,039 shares of High Yield Fund
 
649,115

 
 
23,499 shares of SmartRetirement 2015 Fund
 
399,251

 
 
155,011 shares of SmartRetirement 2020 Fund
 
2,734,398

 
 
125,307 shares of SmartRetirement 2025 Fund
 
2,136,480

 
 
139,564 shares of SmartRetirement 2030 Fund
 
2,552,634

 
 
62,997 shares of SmartRetirement 2035 Fund
 
1,101,817

 
 
49,927 shares of SmartRetirement 2040 Fund
 
933,637

 
 
67,980 shares of SmartRetirement 2045 Fund
 
1,203,920

 
 
48,293 shares of SmartRetirement 2050 Fund
 
854,788

 
 
5,912 shares of SmartRetirement 2055 Fund
 
115,820

 
 
35,006 shares of SmartRetirement Income Fund
 
593,351

 
 
2,924,058 units, 100% U.S. Treasury Money Market Fund
 
2,924,058

    American Funds
 
127,337 shares of Growth Fund of America
 
5,251,370

 Federated
 
444,741 shares of Total Return Bond
 
4,736,491

    Vanguard
 
102,589 shares of Inflation-Protected Securities Fund
 
2,586,280

 
 
252,686 shares of Total Bond Market Index
 
2,688,581

 
 
170,300 shares of FTSE All-World ex-US Index
 
4,599,816

Common collective trusts:
 
 
 
 

  JP Morgan*
 
18,723 shares of Stable Asset Income Fund
 
8,206,751

  BlackRock
 
133,262 shares of Equity Index Fund
 
10,102,306

Common stock:
 
 
 
 

  Libbey Inc.*
 
486,533 shares of common stock
 
10,372,880

Total investments
 
 
 
99,689,886

 
 
 
 
 

Participant Loans*
 
Interest rates ranging from 4.25% to 9.25% with latest maturity date of September 6, 2025
 
1,700,010

Net Assets
 
 
 
$
101,389,896

___________________________________
* Indicates a party-in-interest to the Plan.

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