Notes to Consolidated Statements

     
Vitro, S.A. de C.V. and Subsidiaries
(Millions of constant Mexican pesos as of December 31, 2000)

1. Activities of the company

Vitro, S.A. de C.V. (“Vitro”) is a holding company, the subsidiaries of which manufacture and market glass and plastic containers, thermoformed articles, aluminum cans, flat glass for architectural and automotive uses, glassware for table and kitchen use, fiberglass insulation and reinforcements, certain chemical products and minerals, household appliances and capital goods, and conduct related research and development activities.

2. Basis of presentation and principles of consolidation

a) Basis of presentation

The consolidated financial statements of Vitro and its subsidiaries (the “Company”) are prepared in accordance with accounting principles generally accepted in Mexico (“Mexican GAAP”), as further described in note 3.

The consolidated financial statements presented herein are expressed in millions of constant Mexican pesos as of December 31, 2000, except per share amounts. However, solely for the convenience of users, the consolidated financial statements as of and for the year ended December 31, 2000 have been translated into United States (US) dollars at the rate of 9.6098 pesos per one dollar, the rate of exchange determined by Banco de México (Mexico’s Central Bank) on December 31, 2000. The translation should not be construed as a representation that the peso amounts shown could be converted into US dollars at such rate or at any rate.

All references to dollars, in the financial statements and these notes, correspond to dollars of the United States of America.

b) Consolidated subsidiaries

Those companies in which Vitro holds, directly or indirectly, more than 50% of the capital stock or which Vitro controls are included in the consolidated financial statements. For those companies in which Vitro has joint control, the proportionate consolidation method is used.

Vitro’s subsidiaries Vitromátic, S. A. de C. V. and subsidiaries; Empresas Comegua, S.A. and subsidiaries; and Vitro Flex, S. A. de C.V.; as well as certain other subsidiaries and associated companies which in the aggregate are not material, are audited by firms of public accountants other than the Company’s principal auditor.

In order to consolidate the financial statements of subsidiaries located in the United States of America, the effects of inflation were taken into consideration in accordance with Bulletin B-10, as amended which is the principal difference between US generally accepted accounting principles (“US GAAP”) and Mexican GAAP for these companies. Such companies’ financial statements are initially prepared in accordance with US GAAP and are translated into Mexican pesos under the current rate method. The assets, liabilities, stockholders’ equity (except capital stock) and the income statement accounts are translated into Mexican pesos using the exchange rate as of the date of the most recent balance sheet presented. The cumulative translation adjustment is included as a component of stockholders’ equity.

All significant intercompany balances and transactions have been eliminated in consolidation.

c) Investment in associated companies

Associated companies are those companies in which Vitro holds, as a permanent investment, less than 50% of the capital stock and maintains significant influence. Such investments are accounted for by the equity method.

3. Principal accounting policies

a) Accounting method for the treatment of the effects of inflation

The consolidated financial statements of the Company have been prepared in accordance with Bulletin B-10, “Recognition of the Effects of Inflation in Financial Information”, as amended, issued by the Mexican Institute of Public Accountants (“IMCP”), which relates to the recognition of the effects of inflation. The Third Amendment to Bulletin B-10 (the “Third Amendment”) has been adopted in preparing such consolidated financial statements. The Third Amendment requires the restatement of all comparative financial statements to constant pesos as of the date of the most recent balance sheet presented. For that purpose, Vitro’s Mexican subsidiaries and associated companies use the “Indice Nacional de Precios al Consumidor” (Mexican National Consumer Price Index: “INPC”), published by Banco de México; Vitro’s US subsidiaries use the Consumer Price Index - All Urban Consumers - All Items, Unadjusted (“CPI”) published by the US Labor Department.

Bulletin B-12 set the rules related to the statement of changes in financial position. This statement presents the sources and uses of funds during the period measured as the differences, in constant pesos, between the beginning and ending balances of balance sheet items adjusted by the excess (shortfall) in restatement of capital. As required by Bulletin B-12, the monetary effect and the effect of changes in exchange rates are not considered non-cash items in the determination of resources generated from operations due to the fact they affect the purchasing power of the entity.

The following is a description of the items that have been restated and the methods used:

Inventories and cost of sales - Inventories are valued at the price of the last purchase made during the year, at the latest production cost or, in some cases, at standard cost, without exceeding the net realizable value. Cost of sales is determined by using the price of the last purchase prior to the date of consumption, the latest production cost at the time of sale or the standard cost.

Land, buildings, machinery and equipment - Expenditures for land, buildings, machinery and equipment, including renewals and improvements that extend useful lives, are capitalized. The Company follows the principles of the Fifth Amendment to Bulletin B-10, issued by the IMCP and which became effective on January 1, 1997, under which, fixed assets are restated under the method of consumer price index adjustment, using the INPC. The initial balance to apply the INPC was the net replacement value as of December 31, 1996. For machinery and equipment purchased in a foreign country, the restatement is based on a general consumer price index from the country of origin and the exchange rate at the end of each period.

Depreciation is calculated using the straight-line method, taking into consideration the estimated useful life of the asset, in order to depreciate the original cost and the revaluation. The depreciation begins in the month in which the asset comes into service. The estimated useful lives of the assets are as follows:

    Years  
  Buildings 20 to 50  
  Machinery and equipment 5 to 30  

Excess of cost over fair value of net assets acquired - The excess of cost over fair value of net assets acquired of Mexican subsidiaries and associated companies is restated using the INPC. The excess of cost over fair value of net assets acquired of US subsidiaries is restated using the CPI, and such excess is translated to Mexican pesos at the exchange rate at the date of the most recent balance sheet presented.

Excess (shortfall) in restatement of capital - This item, which is an element of stockholders’ equity, reflects the accumulated effect of holding non-monetary assets and the effect of the initial monetary position gain or loss. The accumulated effect of holding non-monetary assets represents the difference between the specific values of non-monetary assets in excess of or below the increase attributable to general inflation as measured by the INPC and CPI.

Restatement of capital stock and retained earnings - Capital stock and retained earnings, for Mexican subsidiaries, are restated using the INPC from the respective dates such capital was contributed or net income generated to the date of the most recent balance sheet presented. Retained earnings for US subsidiaries are restated using the CPI.

Exchange fluctuations - Exchange gains or losses of Mexican subsidiaries are included in the cost of financing and are calculated by translating monetary assets and liabilities denominated in foreign currencies at the exchange rate in effect at the end of each month.

Transactions in foreign currency for Mexican subsidiaries - All transactions in foreign currency are translated at the exchange rate as of the date of such transactions. In accordance with the Third Amendment, such transactions are restated using the INPC.

Gain (loss) from monetary position - The gain (loss) from monetary position reflects the result of holding monetary assets and liabilities during periods of inflation. Values stated in current monetary units represent a decreasing purchasing power over time. This means that losses are incurred by holding monetary assets over time, whereas gains are realized by maintaining monetary liabilities. The net effect is presented in the statements of operations as part of the total financing cost. For subsidiaries located in the US the result from monetary position is calculated using the CPI.

b) Cash and cash equivalents

Highly liquid short-term investments with original maturity of ninety days or less, consisting primarily of Mexican Government Treasury Bonds and money market instruments, are classified as cash equivalents.

c) Maintenance expenses

Maintenance and repair expenses are recorded as costs and expenses in the period when they are incurred.

d) Seniority premiums, retirement plans and severance payments

Seniority premiums and pension plans for all personnel are considered as costs in the periods in which services are rendered. Periodic costs are calculated in accordance with Bulletin D-3 issued by the IMCP, and the actuarial computations were made by an independent actuary, using estimates of the salaries that will be in effect at the time of payment. Personnel not yet eligible for statutory seniority premiums are also taken into account, with any necessary adjustments made in accordance with the probability of their acquiring the required seniority. The past service cost is amortized over the average period required for workers to reach their retirement age. The method used is the projected unit credit. Effective year 2000 the Company is funding a trust in order to cover the payment of such liabilities.

Severance payments are expensed in the period in which such payments are made.

e) Employee stock option plan

An employee stock option plan (see note 13b) was adopted in 1998. The Company is accounting for stock-based compensation using a fair value based method. Compensation cost is measured at the grant date based on the value of the stock option award and is recognized over the vesting period.

f) Income tax

Effective January 1, 2000, the Company applies the provisions of the new Bulletin D-4 “Accounting Treatment of Income Tax, Tax on Assets and Workers’ Profit Sharing”, issued by the IMCP. As required by this new bulletin, deferred income taxes are provided for differences between the book and tax value of assets and liabilities and deferred workers’ profit sharing for temporary differences between the financial and adjusted tax income, that are expected to reverse in the future. Additionally, the tax on assets paid is recognized as an asset. Until 1999, deferred taxes were provided only for identifiable, non-recurring timing differences that were expected to reverse over a definite period of time, and the tax on assets paid was recognized in the income statement.

The cumulative effect at January 1, 2000 was an increase in long-term liabilities of Ps. 1,528, a decrease in total assets of Ps. 844 and a decrease directly to stockholders´ equity of Ps. 2,372. The effect on the year ended December 31, 2000 was an increase in net income of Ps. 107, an increase directly to stockholders´ equity of Ps. 145 and a decrease in long-term liabilities of Ps. 252.

g) Excess of cost over fair value of net assets acquired

The excess of cost over fair value of net assets acquired is amortized on a straight-line basis over a period of 20 years. Amortization expense for the years ended December 31, 1998, 1999 and 2000 was Ps. 14, Ps. 12 and Ps. 16, respectively.

h) Excess of book value over cost of net assets acquired

The excess of book value over cost of net assets acquired is amortized over the period that the subsidiary or associated company is expected to be integrated into the operations of the group, which can not exceed 5 years. Amortization for the year ended December 31, 2000 was Ps. 55.

i) Reclassification of selling, general and administrative expenses to cost of goods sold

In order to improve comparative analysis with other companies, to reflect ongoing changes in Vitro’s management of production facilities, and to facilitate the control of such expenses, a change in classification of certain costs and expenses is reflected in the 1999 results. Expenses related to the production of goods have been reclassified, from selling, general and administrative expenses to cost of goods sold. Those expenses include, among others, supervisors’ salaries, packing materials, certain freight expenses, and warehousing costs. For comparison purposes, historical figures for the year 1998 have been reclassified in the amount of Ps. 1,775. Additionally, as a result of the reclassification, Ps. 120 was capitalized in ending inventory at December 31, 1999 and operating income for the year then ended was increased by the same amount.

j) Earnings per share

Earnings per share are computed by dividing income (loss) by the weighted average number of shares outstanding during each period.

k) Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of these consolidated financial statements and its disclosures. Actual results could differ from those estimated.