<Page>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

(Mark one)
                                    FORM 10-Q

    /X/       Quarterly Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                        For Quarter Ended March 31, 2002
                                       or
    / /       Transition Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                              Owens-Illinois, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

    Delaware                      1-9576                       22-2781933
- ----------------                -----------               ----------------------
(State or other                 (Commission                 (IRS Employer
jurisdiction of                 File No.)                   Identification No.)
incorporation or
organization)

                         One SeaGate, Toledo, Ohio                      43666
                  ----------------------------------------            ----------
                  (Address of principal executive offices)            (Zip Code)

                                  419-247-5000
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports
     required to be filed by Section 13 or 15(d) of the Securities Exchange Act
     of 1934 during the preceding 12 months (or for such shorter period that the
     registrant was required to file such reports), and (2) has been subject to
     such filing requirements for the past 90 days. Yes /X/ No / /

     Indicate the number of shares outstanding of each of the issuer's classes
     of common stock, as of the latest practicable date.

     Owens-Illinois, Inc. $.01 par value common stock - 147,220,893 shares at
     April 30, 2002.




                            (Cover page 1 of 2 pages)

<Page>

<Table>
<Caption>

                              TABLE OF GUARANTORS

                                                             PRIMARY
                                                             STANDARD
                                   STATE/COUNTRY OF         INDUSTRIAL         I.R.S EMPLOYEE
 EXACT NAME OF REGISTRANT           INCORPORATION         CLASSIFICATION       INDENTIFICATION
 AS SPECIFIED IN ITS CHARTER       OR ORGANIZATION         CODE NUMBER              NUMBER
 ---------------------------      -------------------     --------------       ---------------
                                                                          
OWENS-IILLINOIS GROUP INC.             DELAWARE                6719                34-1559348
OWENS-BROCKWAY PACKAGING, INC.         DELAWARE                6719                34-1559346
</Table>

The address, including zip code, and telephone number, of each additional
registrant's principal executive office is One Seagate, Toledo,
Ohio 43666 (419) 247-5000. These companies are listed as guarantors of the debt
securities of the registrant. The consolidating condensed financial statements
of the Company depicting separately its guarantor and non-guarantor subsidiaries
are presented in the notes to the consolidated financial statements. All of the
equity securities of each of the guarantors set forth in the table above are
owned, either directly or indirectly, by Owens-Illinois, Inc.





                            (Cover page 2 of 2 pages)

                                        2
<Page>

                         Part I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

The Condensed Consolidated Financial Statements presented herein are unaudited
but, in the opinion of management, reflect all adjustments necessary to present
fairly such information for the periods and at the dates indicated. Since the
following unaudited condensed consolidated financial statements have been
prepared in accordance with Article 10 of Regulation S-X, they do not contain
all information and footnotes normally contained in annual consolidated
financial statements; accordingly, they should be read in conjunction with the
Consolidated Financial Statements and notes thereto appearing in the
Registrants' Annual Report on Form 10-K for the year ended December 31, 2001.

                                       3
<Page>

                              OWENS-ILLINOIS, INC.
                  CONDENSED CONSOLIDATED RESULTS OF OPERATIONS
                   Three months ended March 31, 2002 and 2001
            (Millions of dollars, except share and per share amounts)

<Table>
<Caption>
                                                                  2002           2001
                                                               ----------     ----------
                                                                        
Revenues:
   Net sales                                                   $  1,310.9     $  1,306.1
   Royalties and net technical assistance                             6.8            5.4
   Equity earnings                                                    6.0            3.6
   Interest                                                           5.3            6.5
   Other                                                              9.3           42.9
                                                               ----------     ----------
                                                                  1,338.3        1,364.5

Costs and expenses:
   Manufacturing, shipping, and delivery                          1,019.8        1,027.7
   Research and development                                          10.8           10.2
   Engineering                                                        7.8            6.8
   Selling and administrative                                        80.8           78.4
   Interest                                                         100.9          113.5
   Other                                                            484.0           46.9
                                                               ----------     ----------
                                                                  1,704.1        1,283.5
                                                               ----------     ----------
Earnings (loss) before items below                                 (365.8)          81.0

Provision (credit) for income taxes                                (131.7)          27.2

Minority share owners' interests in earnings of subsidiaries          4.5            4.9
                                                               ----------     ----------
Earnings (loss) before extraordinary item and
   cumulative effect of accounting change                          (238.6)          48.9

Extraordinary charge from early extinguishment of debt,
   net of applicable income taxes                                    (6.7)

Cumulative effect of accounting change                             (460.0)
                                                               ----------     ----------
Net earnings (loss)                                            $   (705.3)    $     48.9
                                                               ==========     ==========
</Table>

                                       4
<Page>

                 Consolidated Results of Operations - continued
                   Three months ended March 31, 2002 and 2001

<Table>
<Caption>
                                                                  2002           2001
                                                               ----------     ----------
                                                                        
Basic net earnings (loss) per share of common stock
  Earnings (loss) before extraordinary item                    $    (1.67)    $     0.30
  Extraordinary charge                                              (0.05)
  Cumulative effect of accounting change                            (3.14)
                                                               ----------     ----------
  Net earnings (loss)                                          $    (4.86)    $     0.30
                                                               ==========     ==========
Weighted average shares outstanding (thousands)                   146,267        144,639
                                                               ==========     ==========
Diluted net earnings (loss) per share of common stock
  Earnings (loss) before extraordinary item                    $    (1.67)    $     0.30
  Extraordinary charge                                              (0.05)
  Cumulative effect of accounting change                            (3.14)
                                                               ----------     ----------
  Net earnings (loss)                                          $    (4.86)    $     0.30
                                                               ==========     ==========
Weighted diluted average shares (thousands)                       146,267        144,662
                                                               ==========     ==========
</Table>

                             See accompanying notes.

                                       5
<Page>

                              OWENS-ILLINOIS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
              March 31, 2002, December 31, 2001, and March 31, 2001
                              (Millions of dollars)

<Table>
<Caption>
                                                                         March 31,        Dec. 31,         March 31,
                                                                           2002             2001             2001
                                                                    ---------------   ---------------   ---------------
                                                                                               
Assets
Current assets:
   Cash, including time deposits                                    $         115.2   $         155.6   $         173.8
   Short-term investments, at cost which
      approximates market                                                      17.3              16.4              14.8
   Receivables, less allowances for losses and
      discounts ($59.6 at March 31, 2002, $71.1
      at December 31, 2001, and $53.4 at
      March 31, 2001)                                                         774.2             754.5             820.5
   Inventories                                                                897.6             836.7             858.1
   Prepaid expenses                                                           233.7             224.0             167.2
                                                                    ---------------   ---------------   ---------------

         Total current assets                                               2,038.0           1,987.2           2,034.4

Investments and other assets:
   Equity investments                                                         163.2             166.1             179.3
   Repair parts inventories                                                   187.8             199.2             221.4
   Prepaid pension                                                            900.2             879.5             796.1
   Insurance receivable for
      asbestos-related costs                                                   37.0              37.0              88.9
   Deposits, receivables, and other assets                                    569.0             582.4             492.2
   Goodwill                                                                 2,564.2           2,995.3           2,960.0
                                                                    ---------------   ---------------   ---------------

         Total other assets                                                 4,421.4           4,859.5           4,737.9

Property, plant, and equipment, at cost                                     5,834.2           5,796.2           5,467.8
Less accumulated depreciation                                               2,595.6           2,536.3           2,349.1
                                                                    ---------------   ---------------   ---------------

   Net property, plant, and equipment                                       3,238.6           3,259.9           3,118.7
                                                                    ---------------   ---------------   ---------------

Total assets                                                        $       9,698.0   $      10,106.6   $       9,891.0
                                                                    ===============   ===============   ===============
</Table>

                                       6
<Page>

CONDENSED CONSOLIDATED BALANCE SHEETS - continued

<Table>
<Caption>
                                                                        March 31,         Dec. 31,         March 31,
                                                                          2002              2001             2001
                                                                    ---------------   ---------------   ---------------
                                                                                               
Liabilities and Share Owners' Equity
Current liabilities:
   Short-term loans and long-term debt
      due within one year                                           $          86.4   $          71.2   $         106.7
   Current portion of asbestos-related liabilities                            220.0             220.0             200.0
   Accounts payable and other liabilities                                     940.1             940.3             931.3
                                                                    ---------------   ---------------   ---------------

         Total current liabilities                                          1,246.5           1,231.5           1,238.0

Long-term debt                                                              5,344.7           5,329.7           5,537.1

Deferred taxes                                                                326.1             465.2             233.6

Nonpension postretirement benefits                                            297.1             303.4             289.7

Other liabilities                                                             427.1             386.9             337.5

Asbestos-related liabilities                                                  492.5              78.8             275.9

Commitments and contingencies

Minority share owners' interests                                              148.3             159.3             166.0

Share owners' equity:
   Convertible preferred stock, par value
      $.01 per share, liquidation preference
      $50 per share, 9,050,000 shares
      authorized, issued and outstanding                                      452.5             452.5             452.5
   Common stock, par value $.01 per share
      250,000,000 shares authorized, 159,978,518 shares
      issued and outstanding, less 12,914,262 treasury
      shares at March 31, 2002 (159,411,845 issued and
      outstanding, less 12,932,897 treasury shares at
      December 31, 2001 and 157,999,945 issued and
      outstanding, less 12,929,397 treasury shares
      at March 31, 2001)                                                        1.6               1.6               1.6
   Capital in excess of par value                                           2,220.6           2,217.3           2,208.0
   Treasury stock, at cost                                                   (247.6)           (248.0)           (248.0)
   Retained earnings (deficit)                                               (406.1)            304.7              13.1
   Accumulated other comprehensive income                                    (605.3)           (576.3)           (614.0)
                                                                    ---------------   ---------------   ---------------

         Total share owners' equity                                         1,415.7           2,151.8           1,813.2
                                                                    ---------------   ---------------   ---------------

Total liabilities and share owners' equity                          $       9,698.0   $      10,106.6   $       9,891.0
                                                                    ===============   ===============   ===============
</Table>

                             See accompanying notes.

                                        7
<Page>

                              OWENS-ILLINOIS, INC.
                        CONDENSED CONSOLIDATED CASH FLOWS
                   Three months ended March 31, 2002 and 2001
                              (Millions of dollars)

<Table>
<Caption>
                                                                         2002            2001
                                                                      ----------       --------
                                                                                 
Cash flows from operating activities:
   Net earnings (loss) before extraordinary item
      and cumulative effect of accounting change                      $   (238.6)      $   48.9
   Non-cash charges (credits):
      Depreciation                                                         107.4          100.7
      Amortization of deferred costs                                        12.2           32.8
      Future asbestos-related costs                                        475.0
      Deferred tax credit                                                 (161.5)          (2.9)
      Gains on asset sales                                                                (12.0)
      Other                                                                (40.3)         (22.0)
   Change in non-current operating assets                                    9.4           (9.0)
   Asbestos-related payments                                               (61.3)         (68.8)
   Asbestos-related insurance proceeds                                                    111.8
   Reduction of non-current liabilities                                    (14.0)          (1.5)
   Change in components of working capital                                 (51.9)        (141.2)
                                                                      ----------       --------
      Cash provided by operating activities                                 36.4           36.8

Cash flows from investing activities:
   Additions to property, plant, and equipment                            (112.3)         (93.1)
   Net cash proceeds from divestitures                                      17.0          113.6
   Acquisitions, net of cash acquired                                       (2.4)          (4.8)
                                                                      ----------       --------
      Cash provided by (utilized in) investing activities                  (97.7)          15.7

Cash flows from financing activities:
   Additions to long-term debt                                           1,073.7           39.3
   Repayments of long-term debt                                         (1,058.5)        (119.6)
   Payment of finance fees                                                 (18.0)
   Increase (decrease) in short-term loans                                  16.2           (9.6)
   Collateral deposits for certain derivative instruments                    8.6
   Convertible preferred stock dividends                                    (5.4)          (5.4)
   Treasury shares repurchased                                                             (5.2)
   Issuance of common stock and other                                        2.7            0.4
                                                                      ----------       --------
      Cash provided by (utilized in) financing activities                   19.3         (100.1)

Effect of exchange rate fluctuations on cash                                 1.6           (8.3)
                                                                      ----------       --------
Decrease in cash                                                           (40.4)         (55.9)

Cash at beginning of period                                                155.6          229.7
                                                                      ----------       --------
Cash at end of period                                                 $    115.2       $  173.8
                                                                      ==========       ========
</Table>

                             See accompanying notes.

                                        8
<Page>

                              OWENS-ILLINOIS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      Tabular data in millions of dollars,
                       except share and per share amounts

1. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per
share:

<Table>
<Caption>
                                                                        Three months ended
                                                                             March 31,
                                                            -----------------------------------------
                                                                   2002                    2001
                                                            -----------------       -----------------
                                                                              
Numerator:
   Earnings (loss) before extraordinary item and
      cumulative effect of accounting change                $          (238.6)      $            48.9
      Convertible preferred stock dividends                              (5.4)                   (5.4)
- -----------------------------------------------------------------------------------------------------
      Numerator for basic earnings (loss) per share -
      income (loss) available to common share owners        $          (244.0)      $            43.5
=====================================================================================================
Denominator:
   Denominator for basic earnings (loss) per share -
      weighted average shares outstanding                         146,267,373             144,638,664
   Effect of dilutive securities:
      Stock options                                                                             2,914
      Exchangeable preferred stock                                                             20,799
- -----------------------------------------------------------------------------------------------------
   Dilutive potential common shares                                                            23,713
- -----------------------------------------------------------------------------------------------------
      Denominator for diluted earnings (loss) per share -
      adjusted weighted average shares and assumed
      exchanges of preferred stock for common stock               146,267,373             144,662,377
=====================================================================================================
Basic earnings (loss) per share                             $           (1.67)      $            0.30
=====================================================================================================
Diluted earnings (loss) per share                           $           (1.67)      $            0.30
=====================================================================================================
</Table>

For the three months ended March 31, 2002, diluted earnings per share of common
stock are equal to basic earnings per share of common stock due to the net loss.
The Convertible preferred stock was not included in the computation March 31,
2001 diluted earnings per share since the result would have been antidilutive.
Options to purchase 7,769,277 weighted average shares of common stock which were
outstanding during the three months ended March 31, 2001, were not included in
the computation of diluted earnings per share because the options' exercise
price was greater than the average market price of the common shares.

                                       9
<Page>

2.  INVENTORIES

Major classes of inventory are as follows:

<Table>
<Caption>
                                                                       March 31,          Dec. 31,          March 31,
                                                                          2002              2001              2001
                                                                    ---------------   ---------------   ---------------
                                                                                               
     Finished goods                                                 $         701.0   $         641.8   $         660.3
     Work in process                                                            9.9               6.2               8.9
     Raw materials                                                            119.7             125.3             120.8
     Operating supplies                                                        67.0              63.4              68.1
                                                                    ---------------   ---------------   ---------------

                                                                    $         897.6   $         836.7   $         858.1
                                                                    ===============   ===============   ===============
     </Table>

3.  LONG-TERM DEBT

The following table summarizes the long-term debt of the Company:

<Table>
<Caption>
                                                                        March 31,         Dec. 31,         March 31,
                                                                          2002              2001             2001
                                                                    ---------------   ---------------   ---------------
                                                                                               
Secured Credit Agreement:
   Revolving Credit Facility:
       Revolving Loans                                              $       2,424.1   $       2,410.4
   Term Loan                                                                   65.0           1,045.0
Second Amended and Restated Credit Agreement
   Revolving Credit Facility:
      Revolving Loans                                                                                   $       2,852.6
      Offshore Loans:
         Australian dollars -- 1.26 billion                                                                       612.8
         British pounds -- 133.0 million                                                                          188.7
Senior Secured Notes:
   8.88%, due 2009                                                          1,000.0
Senior Notes:
   7.85%, due 2004                                                            300.0             300.0             300.0
   7.15%, due 2005                                                            350.0             350.0             350.0
   8.10%, due 2007                                                            300.0             300.0             300.0
   7.35%, due 2008                                                            250.0             250.0             250.0
Senior Debentures:
   7.50%, due 2010                                                            250.0             250.0             250.0
   7.80%, due 2018                                                            250.0             250.0             250.0
Other                                                                         184.5             205.1             213.8
- -----------------------------------------------------------------------------------------------------------------------

                                                                            5,373.6           5,360.5           5,567.9

   Less amounts due within one year                                            28.9              30.8              30.8
- -----------------------------------------------------------------------------------------------------------------------

      Long-term debt                                                $       5,344.7   $       5,329.7   $       5,537.1
=======================================================================================================================
</Table>

                                       10
<Page>

In April 2001, certain of the Company's subsidiaries (the "Borrowers") entered
into the Secured Credit Agreement (the "Agreement") with a group of banks, which
expires on March 31, 2004. The Agreement provides for a $3.0 billion revolving
credit facility (the "Revolving Credit Facility") and a $1.5 billion term loan
(the "Term Loan"). The Agreement includes an Overdraft Account Facility
providing for aggregate borrowings up to $50 million which reduce the amount
available for borrowing under the Revolving Credit Facility. The Agreement also
provides for the issuance of letters of credit totaling up to $500 million,
which also reduce the amount available for borrowings under the Revolving Credit
Facility. At March 31, 2002, the Company had unused credit of $479.5 million
available under the Secured Credit Agreement.

Prior to April 2001, the Company's significant bank financing was provided under
the April 1998 Second Amended and Restated Credit Agreement. The Second Amended
and Restated Credit Agreement provided for a $4.5 billion revolving credit
facility, which included a $1.75 billion fronted offshore loan revolving
facility denominated in certain foreign currencies, subject to certain
sublimits, available to certain of the Company's foreign subsidiaries.
Borrowings under the Secured Credit Agreement were used to repay all amounts
outstanding under, and terminate, the Second Amended and Restated Credit
Agreement.

The interest rate on borrowings under the Revolving Credit Facility is, at the
Borrower's option, the Base Rate or a reserve adjusted Eurodollar rate. The
interest rate on borrowings under the Revolving Credit Facility also includes a
margin linked to the Company's Consolidated Leverage Ratio, as defined in the
Agreement. The margin is limited to ranges of 1.75% to 2.00% for Eurodollar
loans and .75% to 1.00% for Base Rate loans. The interest rate on Overdraft
Account loans is the Base Rate minus .50%. The weighted average interest rate on
borrowings outstanding under the Revolving Credit Facility at March 31, 2002 was
3.91%. Including the effects of cross-currency swap agreements related to
Revolving Credit Facility borrowings by the Company's Australian and U.K.
subsidiaries, the weighted average interest rate was 4.90%. While no
compensating balances are required by the Agreement, the Borrowers must pay a
facility fee on the Revolving Credit Facility commitments of .50%.

The interest rate on borrowings under the Term Loan is, at the Borrowers'
option, the Base Rate or a reserve adjusted Eurodollar rate. The interest rate
on borrowings under the Term Loan also includes a margin of 2.50% for Eurodollar
loans and 1.50% for Base Rate loans. The weighted average interest rate on
borrowings outstanding under the Term Loan at March 31, 2002 was 4.42%.

Borrowings under the Agreement are secured by substantially all of the assets of
the Company's domestic subsidiaries and certain foreign subsidiaries, which have
a book value of approximately $3.5 billion. Borrowings are also secured by a
pledge of intercompany debt and equity in most of the Company's domestic
subsidiaries and certain stock of certain foreign subsidiaries.

Under the terms of the Agreement, payments for redemption of shares of the
Company's common stock are subject to certain limitations. Dividend payments
with respect to the Company's Preferred or Common Stock may be impacted by
certain covenants. The Agreement also requires, among other things, the
maintenance of certain financial ratios, and restricts the creation of liens and
certain types of business activities and investments.

During January 2002, a subsidiary of the Company completed a $1.0 billion
private placement of senior secured notes. The notes bear interest at 8 7/8% and
are due February 15, 2009. The notes are guaranteed by substantially all of the
Company's domestic subsidiaries. The

                                       11
<Page>

assets of substantially all of the Company's domestic subsidiaries are pledged
as security for the notes. The issuing subsidiary used the net cash proceeds
from the notes to reduce the outstanding term loan under the Agreement by $980
million. As a result, the Company wrote off unamortized deferred financing fees
in January 2002 related to the term loan and recorded an extraordinary charge
totaling $10.9 million less applicable income taxes of $4.2 million. The
indenture for the notes restricts among other things, the ability of the
Company's subsidiaries to borrow money, pay dividends on, or redeem or
repurchase stock, make investments, create liens, enter into certain
transactions with affiliates, and sell certain assets or merge with or into
other companies.

4. FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS AND NON-GUARANTORS

During the second quarter of 2001, the Company sought and received consent from
the holders of a majority of the principal amount of each of its six series of
senior notes and debentures to amend the indenture governing those securities.
The amendments implement a previously announced offer by the Company and two of
its principal subsidiaries to secure the Company's obligations under the
indentures and the securities with a second lien on the intercompany debt and
capital stock held by the two principal subsidiaries that own its glass
container and plastics packaging businesses. In addition, the amendments also
implemented a previously announced offer by the two principal subsidiaries to
guarantee the senior notes and debentures on a subordinated basis.

The following presents condensed consolidating financial information for the
Company, segregating: (1) Owens-Illinois, Inc. which issued the six series of
senior notes and debentures (the "Parent"); (2) the two subsidiaries which have
guaranteed the senior notes and debentures on a subordinated basis (the
"Guarantor Subsidiaries"); and (3) all other subsidiaries (the "Non-Guarantor
Subsidiaries"). The guarantor subsidiaries are wholly-owned direct and indirect
subsidiaries of the Company and their guarantees are full, unconditional and
joint and several. They have no operations and function only as intermediate
holding companies.

Wholly-owned subsidiaries are presented on the equity basis of accounting.
Certain reclassifications have been made to conform all of the financial
information to the financial presentation on a consolidated basis. The principal
eliminating entries eliminate investments in subsidiaries and inter-company
balances and transactions.

The following information presents condensed consolidating statements of
operations, statements of cash flows, and balance sheets for the periods and as
of the dates indicated.

                                       12
<Page>

<Table>
<Caption>
                                                                March 31, 2002
                                      ------------------------------------------------------------------------
                                                                        Non-
                                                       Guarantor     Guarantor
                                         Parent      Subsidiaries   Subsidiaries   Eliminations   Consolidated
                                      ------------   ------------   ------------   ------------   ------------
                                                                                   
Balance Sheet
- -------------
Current assets:
   Accounts receivable                $          -   $          -   $      774.2   $          -   $      774.2
   Inventories                                                             897.6                         897.6
   Other current assets                       77.0                         289.2                         366.2
                                      ------------   ------------   ------------   ------------   ------------
Total current assets                          77.0              -        1,961.0              -        2,038.0
Investments in and advances
   to subsidiaries                         3,554.8        1,854.8                      (5,409.6)             -
Goodwill                                                                 2,564.2                       2,564.2
Other non-current assets                      37.0                       1,820.2                       1,857.2
                                      ------------   ------------   ------------   ------------   ------------
Total other assets                         3,591.8        1,854.8        4,384.4       (5,409.6)       4,421.4
Property, plant and
   equipment, net                                                        3,238.6                       3,238.6
                                      ------------   ------------   ------------   ------------   ------------
Total assets                          $    3,668.8   $    1,854.8   $    9,584.0   $   (5,409.6)  $    9,698.0
                                      ============   ============   ============   ============   ============
Current liabilities :
   Accounts payable and
      accrued liabilities             $          -   $          -   $      940.1   $          -   $      940.1
   Current portion of
      asbestos liability                     220.0                                                       220.0
   Short-term loans and
      long-term debt due
      within one year                                                       86.4                          86.4
                                      ------------   ------------   ------------   ------------   ------------
Total current liabilities                    220.0              -        1,026.5              -        1,246.5
Long-term debt                             1,700.0                       5,344.7       (1,700.0)       5,344.7
Asbestos-related liabilities                 492.5                                                       492.5
Other non-current liabilities
   and minority interests                   (159.4)                      1,358.0                       1,198.6
Capital structure                          1,415.7        1,854.8        1,854.8       (3,709.6)       1,415.7
                                      ------------   ------------   ------------   ------------   ------------
Total liabilities and
  share owners' equity                $    3,668.8   $    1,854.8   $    9,584.0   $   (5,409.6)  $    9,698.0
                                      ============   ============   ============   ============   ============
</Table>

                                       13
<Page>

<Table>
<Caption>
                                                                 December 31, 2001
                                      ------------------------------------------------------------------------
                                                                        Non-
                                                       Guarantor     Guarantor
                                         Parent      Subsidiaries   Subsidiaries   Eliminations   Consolidated
                                      ------------   ------------   ------------   ------------   ------------
                                                                                   
Balance Sheet
- -------------
Current assets:
   Accounts receivable                $          -   $          -   $      754.5   $          -   $      754.5
   Inventories                                                             836.7                         836.7
   Other current assets                       77.0                         319.0                         396.0
                                      ------------   ------------   ------------   ------------   ------------
Total current assets                          77.0              -        1,910.2              -        1,987.2
Investments in and advances
   to subsidiaries                         4,022.0        2,322.0                      (6,344.0)             -
Goodwill                                                                 2,995.3                       2,995.3
Other non-current assets                      37.0                       1,827.2                       1,864.2
                                      ------------   ------------   ------------   ------------   ------------
Total other assets                         4,059.0        2,322.0        4,822.5       (6,344.0)       4,859.5
Property, plant and
   equipment, net                                                        3,259.9                       3,259.9
                                      ------------   ------------   ------------   ------------   ------------
Total assets                          $    4,136.0   $    2,322.0   $    9,992.6   $   (6,344.0)  $   10,106.6
                                      ============   ============   ============   ============   ============
Current liabilities :
   Accounts payable and
      accrued liabilities             $          -   $          -   $      940.3   $          -   $      940.3
   Current portion of
      asbestos liability                     220.0                                                       220.0
   Short-term loans and
      long-term debt due
      within one year                                                       71.2                          71.2
                                      ------------   ------------   ------------   ------------   ------------
Total current liabilities                    220.0              -        1,011.5              -        1,231.5
Long-term debt                             1,700.0                       5,329.7       (1,700.0)       5,329.7
Asbestos-related liabilities                  78.8                                                        78.8
Other non-current liabilities
   and minority interests                    (14.6)                      1,329.4                       1,314.8
Capital structure                          2,151.8        2,322.0        2,322.0       (4,644.0)       2,151.8
                                      ------------   ------------   ------------   ------------   ------------
Total liabilities and
   share owners' equity               $    4,136.0   $    2,322.0   $    9,992.6   $   (6,344.0)  $   10,106.6
                                      ============   ============   ============   ============   ============
</Table>

                                       14
<Page>

<Table>
<Caption>
                                                                March 31, 2001
                                      ------------------------------------------------------------------------
                                                                        Non-
                                                       Guarantor     Guarantor
                                         Parent      Subsidiaries   Subsidiaries   Eliminations   Consolidated
                                      ------------   ------------   ------------   ------------   ------------
                                                                                   
Balance Sheet
- -------------
Current assets:
   Accounts receivable                $          -   $          -   $      820.5   $          -   $      820.5
   Inventories                                                             858.1                         858.1
   Other current assets                       70.0                         285.8                         355.8
                                      ------------   ------------   ------------   ------------   ------------
Total current assets                          70.0              -        1,964.4              -        2,034.4

Investments in and ad-
   vances to subsidiaries                  6,601.8        2,064.8                      (8,666.6)             -
Goodwill                                                                 2,960.0                       2,960.0
Other non-current assets                      88.9                       1,689.0                       1,777.9
                                      ------------   ------------   ------------   ------------   ------------
Total other assets                         6,690.7        2,064.8        4,649.0       (8,666.6)       4,737.9
Property, plant and
   equipment, net                                                        3,118.7                       3,118.7
                                      ------------   ------------   ------------   ------------   ------------
Total assets                          $    6,760.7   $    2,064.8   $    9,732.1   $   (8,666.6)  $    9,891.0
                                      ============   ============   ============   ============   ============
Current liabilities :
   Accounts payable and
      accrued liabilities             $          -   $          -   $      931.3   $          -   $      931.3
   Current portion of
      asbestos liability                     200.0                                                       200.0
   Short-term loans and
      long-term debt due
      within one year                                                      106.7                         106.7
                                      ------------   ------------   ------------   ------------   ------------
Total current liabilities                    200.0              -        1,038.0              -        1,238.0
Long-term debt                             4,537.0                       5,537.1       (4,537.0)       5,537.1
Asbestos-related liabilities                 275.9                                                       275.9
Other non-current liabilities
   and minority interests                    (65.4)                      1,092.2                       1,026.8
Capital structure                          1,813.2        2,064.8        2,064.8       (4,129.6)       1,813.2
                                      ------------   ------------   ------------   ------------   ------------
Total liabilities and
  share owners' equity                $    6,760.7   $    2,064.8   $    9,732.1   $   (8,666.6)  $    9,891.0
                                      ============   ============   ============   ============   ============
</Table>

                                       15
<Page>

<Table>
<Caption>
                                                        Three months ended March 31, 2002
                                      ------------------------------------------------------------------------
                                                                        Non-
                                                       Guarantor     Guarantor
                                         Parent      Subsidiaries   Subsidiaries   Eliminations   Consolidated
                                      ------------   ------------   ------------   ------------   ------------
                                                                                   
Results of Operations
- ---------------------

Net sales                             $          -   $          -   $    1,310.9   $          -   $    1,310.9
External interest income                                                     5.3                           5.3
Intercompany interest income                  33.1           33.1                         (66.2)             -
Equity earnings from subsidiaries             70.2         (396.5)                        326.3              -
Other equity earnings                                                        6.0                           6.0
Other revenue                                                               16.1                          16.1
                                      ------------   ------------   ------------   ------------   ------------
   Total revenue                             103.3         (363.4)       1,338.3          260.1        1,338.3

Manufacturing, shipping,
   and delivery                                                          1,019.8                       1,019.8
Research, engineering, selling,
   administrative, and other                 475.0                         108.4                         583.4
External interest expense                     33.1                          67.8                         100.9
Intercompany interest expense                                33.1           33.1          (66.2)             -
                                      ------------   ------------   ------------   ------------   ------------
   Total costs and expense                   508.1           33.1        1,229.1          (66.2)       1,704.1

Earnings (loss) before items below          (404.8)        (396.5)         109.2          326.3         (365.8)

Provision (credit) for income taxes         (166.2)                         34.5                        (131.7)

Minority share owners' interests
   in earnings of subsidiaries                                               4.5                           4.5
                                      ------------   ------------   ------------   ------------   ------------
Earnings (loss) before extraordinary
   charge and cumulative effect
   of accounting change                     (238.6)        (396.5)          70.2          326.3         (238.6)
Extraordinary charge                          (6.7)                         (6.7)           6.7           (6.7)
Cumulative effect of accounting
   change                                   (460.0)                       (460.0)         460.0         (460.0)
                                      ------------   ------------   ------------   ------------   ------------
Net income (loss)                     $     (705.3)  $     (396.5)  $     (396.5)  $      793.0   $     (705.3)
                                      ============   ============   ============   ============   ============
</Table>

                                       16
<Page>

<Table>
<Caption>
                                                           Three months ended March 31, 2001
                                      ------------------------------------------------------------------------
                                                                        Non-
                                                       Guarantor     Guarantor
                                         Parent      Subsidiaries   Subsidiaries   Eliminations   Consolidated
                                      ------------   ------------   ------------   ------------   ------------
                                                                                   
Results of Operations
- ---------------------
Net sales                             $          -   $          -   $    1,306.1   $          -   $    1,306.1
External interest income                                                     6.5                           6.5
Intercompany interest income                  84.8           84.8                        (169.6)             -
Equity earnings from subsidiaries             48.9           48.9                         (97.8)             -
Other equity earnings                                                        3.6                           3.6
Other revenue                                                               48.3                          48.3
                                      ------------   ------------   ------------   ------------   ------------
   Total revenue                             133.7          133.7        1,364.5         (267.4)       1,364.5
Manufacturing, shipping,
   and delivery                                                          1,027.7                       1,027.7
Research, engineering, selling,
   administrative, and other                                               142.3                         142.3
External interest expense                     84.8                          28.7                         113.5
Intercompany interest expense                                84.8           84.8         (169.6)             -
                                      ------------   ------------   ------------   ------------   ------------
   Total costs and expense                    84.8           84.8        1,283.5         (169.6)       1,283.5

Earnings before items below                   48.9           48.9           81.0          (97.8)          81.0

Provision for income taxes                                                  27.2                          27.2

Minority share owners' interests
   in earnings of subsidiaries                                               4.9                           4.9
                                      ------------   ------------   ------------   ------------   ------------
Net income (loss)                     $       48.9   $       48.9   $       48.9   $      (97.8)  $       48.9
                                      ============   ============   ============   ============   ============
</Table>

                                       17
<Page>

<Table>
<Caption>
                                                           Three months ended March 31, 2002
                                      ------------------------------------------------------------------------
                                                                        Non-
                                                       Guarantor     Guarantor
                                         Parent      Subsidiaries   Subsidiaries   Eliminations   Consolidated
                                      ------------   ------------   ------------   ------------   ------------
                                                                                   
Cash Flows
- ----------
Cash provided by
   (used in) operating
   activities                         $      (61.3)  $          -   $       97.7   $          -   $       36.4
Cash provided by
   (used in) investing
   activities                                                              (97.7)                        (97.7)
Cash provided by
(used in) financing
   activities                                 61.3                         (42.0)                         19.3
Effect of exchange
   rate change on cash                                                       1.6                           1.6
                                      ------------   ------------   ------------   ------------   ------------
Net change in cash                               -              -          (40.4)             -          (40.4)
Cash at beginning
   of period                                                               155.6                         155.6
                                      ------------   ------------   ------------   ------------   ------------
Cash at end
   of period                          $          -   $          -   $      115.2   $          -   $      115.2
                                      ============   ============   ============   ============   ============
</Table>

                                       18
<Page>

<Table>
<Caption>
                                                       Three months ended March 31, 2001
                                      ------------------------------------------------------------------------
                                                                        Non-
                                                       Guarantor     Guarantor
                                         Parent      Subsidiaries   Subsidiaries   Eliminations   Consolidated
                                      ------------   ------------   ------------   ------------   ------------
                                                                                   
Cash Flows
- ----------
Cash provided by
   (used in) operating
   activities                         $       43.0   $          -   $       (6.2)  $          -   $       36.8
Cash provided by
   investing activities                                                     15.7                          15.7
Cash used in financing
   activities                                (43.0)                        (57.1)                       (100.1)
Effect of exchange
   rate change on cash                                                      (8.3)                         (8.3)
                                      ------------   ------------   ------------   ------------   ------------
Net change in cash                               -              -          (55.9)             -          (55.9)
Cash at beginning
   of period                                                               229.7                         229.7
                                      ------------   ------------   ------------   ------------   ------------
Cash at end
   of period                          $          -   $          -   $      173.8   $          -   $      173.8
                                      ============   ============   ============   ============   ============
</Table>

5. CASH FLOW INFORMATION

Interest paid in cash aggregated $54.7 million for the first quarter of 2002 and
$77.6 million for the first quarter of 2001. Income taxes paid in cash totaled
$5.4 million for the first quarter of 2002 and $8.2 million for the first
quarter of 2001.

6. COMPREHENSIVE INCOME

The Company's components of comprehensive income (loss) are net earnings (loss),
change in fair value of certain derivative adjustments, and foreign currency
translation adjustments. Total comprehensive income (loss) for the three month
periods ended March 31, 2002 and 2001 amounted to $(734.3) million and $(58.7)
million, respectively.

7. CONTINGENCIES

The Company is one of a number of defendants (typically from 20 to 100 or more)
in a substantial number of lawsuits filed in numerous state and federal courts
by persons alleging bodily injury (including death) as a result of exposure to
dust from asbestos fibers. From 1948 to 1958, one of the Company's former
business units commercially produced and sold approximately $40 million of a
high-temperature, calcium-silicate based pipe and block insulation material
containing asbestos. The Company exited the pipe and block insulation business
in April 1958. The traditional asbestos personal injury lawsuits and claims
relating to such production and sale of asbestos material typically allege
various theories of liability,

                                       19
<Page>

including negligence, gross negligence and strict liability and seek
compensatory and punitive damages in various amounts (herein referred to as
"asbestos claims").

As of March 31, 2002, the Company estimates that it is a named defendant in
asbestos lawsuits and claims involving approximately 24,000 plaintiffs and
claimants.

Additionally, the Company has claims-handling agreements in place with many
plaintiffs' counsel throughout the country. These agreements require evaluation
and negotiation regarding whether particular claimants qualify under the
criteria established by such agreements. The criteria for such claims include
verification of a compensable illness and a reasonable probability of exposure
to a product manufactured by the Company's former business unit during its
manufacturing period ending in 1958. The Company believes that the bankruptcies
of additional co-defendants, as discussed below, have resulted in an
acceleration of the presentation and disposition of a number of claims under
such agreements, which claims would otherwise have been presented and disposed
of over the next several years. This acceleration is reflected in an increased
number of pending asbestos claims and, to the extent disposed, contributes to an
increase in asbestos-related payments which is expected to continue in the near
term.

The Company is also a defendant in other asbestos-related lawsuits or claims
involving maritime workers, medical monitoring claimants, co-defendants and
property damage claimants. Based upon its past experience, the Company believes
that these categories of lawsuits and claims will not involve any material
liability and they are not included in the above description of pending matters.

Since receiving its first asbestos claim, the Company, as of March 31, 2002, has
disposed of the asbestos claims of approximately 272,000 plaintiffs and
claimants at an average indemnity payment per claim of approximately $5,300. The
Company's indemnity payments for these claims have varied on a per claim basis,
and are expected to continue to vary considerably over time. As discussed above,
a part of the Company's objective is to achieve, where possible, resolution of
asbestos claims pursuant to claims-handling agreements. Under such agreements,
qualification by meeting certain illness and exposure criteria has tended to
reduce the number of claims presented to the Company that would ultimately be
dismissed or rejected due to the absence of impairment or product exposure
evidence. The Company expects that as a result, although aggregate spending may
be lower, there may be an increase in the per claim average indemnity payment
involved in such resolution. In this regard, although the average of such
payments has been somewhat higher following the implementation of the
claims-handling agreements in the mid-1990s, the annual average amount has not
varied materially from year to year.

The Company believes that its ultimate asbestos-related contingent liability
(i.e., its indemnity or other claim disposition costs plus related legal fees)
cannot be estimated with certainty. In 1993, the Company established a liability
of $975 million to cover indemnity payments and legal fees associated with the
resolution of outstanding and expected future asbestos lawsuits and claims. In
1998, an additional liability of $250 million was established. During the third
quarter of 2000, the Company established an additional liability of $550 million
to cover the Company's estimated indemnity payments and legal fees arising from
outstanding asbestos personal injury lawsuits and claims and asbestos personal
injury lawsuits and claims expected to be filed in the ensuing several years.
The Company's ability to reasonably estimate its liability has been
significantly affected by the volatility of asbestos-related litigation in the
United States, the expanding list of non-traditional defendants that have been
sued in this litigation and found liable for substantial damage awards, the
continued use of litigation screenings to generate new

                                       20
<Page>

lawsuits, the large number of claims asserted or filed by parties who claim
prior exposure to asbestos materials but have no present physical impairment as
a result of such exposure, and the growing number of co-defendants that have
filed for bankruptcy. Since the beginning of 2000, A. P. Green Industries, Inc.,
Armstrong World Industries, Babcock & Wilcox, Federal-Mogul Corporation,
Fibreboard Corporation, G-I Holdings (GAF), Harbison-Walker Refractories Group,
Kaiser Aluminum Corporation, North American Refractories Co., Owens Corning,
Pittsburgh-Corning, Plibrico Company, Porter Hayden Company, USG Corporation, W.
R. Grace & Co. and several other smaller companies have sought protection under
Chapter 11 of the Bankruptcy Code.

The Company has continued to monitor trends which may affect its ultimate
liability and has continued to analyze the developments and variables
affecting or likely to affect the resolution of pending and future asbestos
claims against the Company. The Company expects that the gross amount of
total asbestos-related payments will be moderately lower in 2002 compared to
2001 and will continue to decline thereafter as the number of potential
claimants continues to decrease. However, the trend toward lower aggregate
annual payments has not occurred as soon as had been anticipated when the
additional liability was established in 2000. In addition, the number of
claims and lawsuits filed against the Company has exceeded the number
anticipated at that time. In early March 2002, the Company initiated a
comprehensive review to determine whether further adjustment of
asbestos-related liabilities was appropriate. At the conclusion of this
review in April, the Company determined that an additional charge of $475
million would be appropriate to adjust the reserve for estimated future
asbestos-related costs. The March 31, 2002 adjusted reserve reflects (i) the
Company's estimate at that date of the reasonably probable contingent
liability for asbestos claims already asserted against the Company, (ii) the
Company's estimate at that date of the contingent liability for preexisting
but unasserted asbestos claims for prior periods arising under its
administrative claims-handling agreements with various plaintiffs' counsel,
(iii) the Company's estimate at that time of the contingent liability for
asbestos claims not yet asserted against the Company, but which the Company
believes it is reasonably probable will be asserted in the future, to the
degree that such an estimation as to future claims is possible, and (iv) the
Company's estimate of legal defense costs likely to be incurred in connection
with the foregoing types of claims. The company believes that any possible
loss or range of loss in addition to the foregoing charge cannot be
reasonably estimated.

Other litigation is pending against the Company, in many cases involving
ordinary and routine claims incidental to the business of the Company and in
others presenting allegations that are nonroutine and involve compensatory,
punitive or treble damage claims as well as other types of relief.

The ultimate legal and financial liability of the Company in respect to the
lawsuits and proceedings referred to above, in addition to other pending
litigation, cannot be estimated with certainty. The Company's reported
results of operations for 2002 have been materially affected by the $475
million first quarter charge and asbestos-related payments continue to be a
significant use of the Company's cash. However, the Company believes, based
on its examination and review of the matters discussed above and its
experience to date, that such ultimate liability will not materially affect
the Company's ongoing operating capabilities or its ability to make necessary
and appropriate investments in its business and working capital and thus will
not have a material adverse effect upon the Company's liquidity or financial
position on a long-term basis.

                                       21
<Page>

8.  SEGMENT INFORMATION

The Company operates in the rigid packaging industry. The Company has two
reportable product segments within the rigid packaging industry: (1) Glass
Containers and (2) Plastics Packaging. The Plastics Packaging segment consists
of two business units - consumer products (plastic containers and closures) and
prescription products. The Other segment consists primarily of the Company's
labels and carriers products business unit, substantially all of which was
divested in early 2001.

The Company evaluates performance and allocates resources based on earnings
before interest income, interest expense, provision for income taxes, minority
share owners' interests in earnings of subsidiaries, and extraordinary charges,
(collectively "EBIT") excluding unusual items. EBIT for product segments
includes an allocation of corporate expenses based on both a percentage of sales
and direct billings based on the costs of specific services provided.

                                       22
<Page>

Financial information for the three-month periods ended March 31, 2002 and 2001
regarding the Company's product segments is as follows (certain amounts from
prior year have been reclassified to conform to current year presentation):

<Table>
<Caption>
                                                                            Elimina-
                                                                             tions
                                                                   Total      and     Consoli-
                                    Glass    Plastics             Product    Other      dated
                                 Containers  Packaging    Other   Segments  Retained    Totals
- -----------------------------------------------------------------------------------------------
                                                                    
Net sales:
   March 31, 2002               $     870.1  $   440.8  $      -  $1,310.9            $ 1,310.9
   March 31, 2001                     841.8      459.8       4.5   1,306.1              1,306.1
===============================================================================================
EBIT, excluding unusual items
   and goodwill amortization:
   March 31, 2002               $     151.1  $    74.8  $      -  $  225.9  $  (21.1) $   204.8
   March 31, 2001                     132.1       78.9       0.2     211.2     (13.2)     198.0
===============================================================================================
Unusual items:
   March 31, 2002
    Adjustment of reserve
      for future asbestos-
      related costs                                                         $ (475.0) $  (475.0)

   March 31, 2001
    Gain on the sale of a
      minerals business in
      Australia                 $      10.3                       $   10.3                 10.3
    Gain on the sale of the
      Company's label
      business                                          $    2.8       2.8                  2.8
===============================================================================================
</Table>

The reconciliation of EBIT to earnings before income taxes and minority share
owners' interests in earnings of subsidiaries for the three-month periods ended
March 31, 2002 and 2001 is as follows:

<Table>
<Caption>
                                              March 31, 2002     March 31, 2001
- -------------------------------------------------------------------------------
                                                           
EBIT, excluding unusual items and
   goodwill amortization, for
   reportable segments                        $        225.9     $        211.2
Unusual items excluded from reportable
   segment information                                (475.0)              13.1
Amortization of goodwill                                                  (23.1)
Eliminations and other retained                        (21.1)             (13.2)
Net interest expense                                   (95.6)            (107.0)
- -------------------------------------------------------------------------------
Total                                         $       (365.8)    $         81.0
===============================================================================
</Table>

                                       23
<Page>

9.  ADOPTION OF NEW ACCOUNTING STANDARD - GOODWILL

On January 1, 2002, the Company adopted Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets" ("FAS No. 142"). As required by FAS No.
142, the Company is no longer amortizing goodwill, but will be reviewing
annually (or more frequently if impairment indicators arise) for impairment.

During the first quarter of 2002, the Company completed an impairment test under
FAS No. 142 using the business enterprise value ("BEV") of each reporting unit
which was calculated as of the measurement date, January 1, 2002, by determining
the present value of debt-free, after tax future cash flows, discounted at the
weighted average cost of capital of a hypothetical third party buyer. This BEV
was then compared to the book value of each reporting unit as of the measurement
date to assess whether an impairment existed under FAS 142. Based on this
comparison, the Company determined that an impairment existed in its consumer
products reporting unit of the Plastics Packaging segment. The consumer products
reporting unit operates in a highly competitive and fragmented industry. This
industry has excess capacity which has created downward pricing pressure. The
Company lowered its earnings and cash flow projections for this unit for the
next several years which resulted in a lower BEV. Following a review of the
valuation of the assets of the consumer products reporting unit, the Company
recorded an impairment charge of $460 million to reduce the reported value of
its goodwill. As required by FAS No. 142, the transitional impairment loss has
been recognized as the cumulative effect of a change in method of accounting.

The following pro forma earnings and earnings per share data for 2001 have been
presented on a pro forma basis to eliminate goodwill amortization of $23.1
million, or $0.16 per share, as required by FAS No. 142.

<Table>
<Caption>
                                                Three months ended March 31,
                                                ----------------------------
                                                     2002           2001
                                                -------------   ------------
                                                   (Actual)      (Pro forma)
                                                          
Earnings (loss) before extraordinary item and
   cumulative effect of accounting change       $      (238.6)  $       72.0
   Per share - basic                                    (1.67)          0.46
   Per share - diluted                                  (1.67)          0.46

Net earnings (loss)                             $      (705.3)  $       72.0
   Per share - basic                                    (4.86)          0.46
   Per share - diluted                                  (4.86)          0.46
</Table>

10.  RESTRUCTURING ACCRUALS

During the second quarter of 2001, the Company recorded net charges of $82.1
million for a restructuring program and impairment at certain of the Company's
international and domestic operations. The charge includes the impairment of
assets at the Company's affiliate in Puerto Rico and the consolidation of
manufacturing capacity and the closing of a facility in Venezuela. The program
also includes consolidation of capacity at certain other international and
domestic facilities in response to decisions about pricing and market strategy.
The Company expects its

                                       24
<Page>

actions related to these restructuring and impairment charges to be completed
during the next several quarters.

The Company also has remaining restructuring accruals related to a capacity
realignment program initiated in 2000. The program principally involved the
closing of three U.S. glass container plants. During 2002, the Company has
partially reopened one of these facilities, and as such, has reversed a portion
of the original charge. The Company expects that it will continue to make cash
payments over the next several quarters for on-going costs related to the
closing of these facilities.

Selected information relating to the above restructuring accruals follows:

<Table>
                                                  
Remaining accruals as of  December 31, 2001          $  37.5

Write-down of assets to net realizable value            (8.8)

Net cash paid                                           (2.4)

Reversal of previous restructuring charge               (3.2)
                                                     -------
Remaining accrual as of March 31, 2002               $  23.1
                                                     =======
</Table>

11. DERIVATIVE INSTRUMENTS

Under the terms of the April 2001 Secured Credit Agreement, international
affiliates are only permitted to borrow in U.S. dollars. In order to manage the
international affiliates' exposure to fluctuating foreign exchange rates, the
Company's affiliates in Australia and the United Kingdom have entered into
currency swaps for the principal portion of their initial borrowings under the
Agreement and for their interest payments due under the Agreement.

As of March 31, 2002, the Company's affiliate in Australia has swapped $650.0
million of borrowings into $1,275.0 million Australian dollars. This swap
matures on March 31, 2003, with interest resets every 90 days. The interest
reset terms of the swap approximate the terms of the U.S. dollar borrowings.
This derivative instrument swaps both the interest and principal from U.S.
dollars to Australian dollars and also swaps the interest rate from a U.S. based
rate to an Australian based rate. The Company's affiliate in the United Kingdom
has swapped $200.0 million of borrowings into 139.0 million British pounds. This
swap also matures on March 31, 2003, with interest resets every 90 days. This
derivative instrument swaps both the interest and principal from U.S. dollars to
British pounds and also swaps the interest rate from a U.S. based rate to a
British based rate.

On October 1, 2001, the Company completed the acquisition of the Canadian glass
container assets of Consumers Packaging Inc. for a purchase price of
approximately $150 million. The Company financed this purchase through
borrowings under the Secured Credit Agreement, of which $100 million was
transferred to Canada through intercompany loans in U.S. dollars with the
remaining $50 million being transferred as equity. The Company's affiliate in
Canada has entered into swap transactions to manage the affiliate's exposure to
fluctuating foreign exchange rates by swapping the principal and interest
portion of the intercompany loan. At March 31, 2002, the Canadian affiliate has
swapped $90.0 million of borrowings into $142.0 million Canadian dollars. This
swap matures on October 1, 2003. This derivative instrument swaps both the
interest and principal from U.S. dollars to Canadian dollars and also swaps the

                                       25
<Page>

interest rate from a U.S. based rate to a Canadian based rate. The affiliate has
also entered in forward hedges which effectively swap $10.0 million of
borrowings into $16.0 million Canadian dollars. These hedges swap both the
interest and principal from U.S. dollars to Canadian dollars and mature monthly.

The Company recognizes the above derivatives on the balance sheet at fair value.
The Company accounts for the above swaps as fair value hedges. As such, the
changes in the value of the swaps are included in other expense and are expected
to substantially offset any exchange rate gains or losses on the related U.S.
dollar borrowings. For the three months ended March 31, 2002, the amount not
offset was immaterial.

The Company also uses commodity futures contracts related to forecasted natural
gas requirements. The objective of these futures contracts is to limit the
fluctuations in prices paid and the potential volatility in earnings or cash
flows from future market price movements. During January 2002, the Company
entered into commodity futures contracts for approximately 50% of its domestic
natural gas usage (approximately 800 million BTUs) through the end of 2002.

The Company accounts for the above futures contracts on the balance sheet at
fair value. The effective portion of changes in the fair value of a derivative
that is designated as and meets the required criteria for a cash flow hedge is
recorded in accumulated other comprehensive income ("OCI") and reclassified into
earnings in the same period or periods during which the underlying hedged item
affects earnings. The ineffective portion of the change in the fair value of a
derivative designated as a cash flow hedge is recognized in current earnings.

The above futures contracts are accounted for as cash flow hedges at March 31,
2002. Hedge accounting is only applied when the derivative is deemed to be
highly effective at offsetting anticipated cash flows of the hedged
transactions. For hedged forecasted transactions, hedge accounting will be
discontinued if the forecasted transaction is no longer probable to occur, and
any previously deferred gains or losses will be recorded to earnings
immediately.

During the three months ended March 31, 2002, an unrealized net gain of $3.0
million after tax of $1.6 million related to these commodity futures contracts
was included in OCI. There was no ineffectiveness recognized during the three
months ended March 31, 2002.

                                       26
<Page>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS.

RESULTS OF OPERATIONS -- FIRST QUARTER 2002 COMPARED WITH FIRST QUARTER 2001

The Company recorded a loss before extraordinary items and cumulative effect of
accounting change of $238.6 million for the first quarter of 2002 compared to
net earnings of $48.9 million for the first quarter of 2001. The net loss for
the first quarter of 2002 of $705.3 million reflects $6.7 million of
extraordinary charges from the early extinguishment of debt and $460.0 million
from the cumulative effect the change in accounting for goodwill. Excluding the
effects of the 2002 extraordinary item, cumulative effect of accounting change,
and unusual item discussed below, the Company's first quarter 2002 net earnings
of $70.2 million increased $10.2 million, or 17.0% from 2001 first quarter pro
forma earnings, excluding unusual items, of $60.0 million, adjusted on a pro
forma basis for the goodwill accounting change. Consolidated EBIT for the first
quarter of 2002, excluding unusual items, was $204.8 million, an increase of
$6.8 million, or 3.4%, compared to the first quarter of 2001 pro forma EBIT,
excluding unusual items, of $198.0 million adjusted on a pro forma basis for the
goodwill accounting change. The increase is principally due to higher EBIT for
the Glass Containers segment, partially offset by lower EBIT of the Plastics
Packaging segment, both as further discussed below. Interest expense, net of
interest income, decreased $11.4 million from the 2001 period due to both lower
interest rates and decreased levels of debt. Excluding the effect of the unusual
item, the Company's estimated effective tax rate for the first quarter of 2002
was 31.6%. This compares with a rate of 28.7% for the first quarter of 2001 and
30.3% for the full year of 2001, adjusted on a pro forma basis to exclude the
effects of goodwill amortization and unusual items. The increase in the 2002
estimated rate compared to the full year of 2001 is primarily the result of
decreased international and domestic tax benefits and credits and a shift in
estimated international earnings toward countries with higher effective tax
rates.

Capsule segment results (in millions of dollars) for the first quarter of 2002
and 2001 were as follows:

<Table>
<Caption>
                                 Net sales
                           (Unaffiliated customers)          EBIT (a)
- -----------------------------------------------------------------------------
                               2002         2001       2002        2001 (c)(d)
                            ----------   ----------  ---------     ----------
                                                       
Glass Containers            $    870.1   $    841.5  $   151.1     $    142.4
Plastics Packaging               440.8        457.6       74.8           78.9
Other                                           7.0                       3.0
- -----------------------------------------------------------------------------
Segment totals                 1,310.9      1,306.1      225.9          224.3
   Eliminations and other
      retained items                                    (496.1)(b)      (13.2)
- -----------------------------------------------------------------------------

Consolidated EBIT before
   goodwill amortization                                (270.2)         211.1

Amortization of goodwill                                                (23.1)
- -----------------------------------------------------------------------------
Consolidated totals         $  1,310.9   $  1,306.1  $  (270.2)    $    188.0
=============================================================================
</Table>

                                       27
<Page>

(a)  EBIT consists of consolidated earnings before interest income, interest
     expense, provision for income taxes, and minority share owners' interests
     in earnings of subsidiaries.

(b)  EBIT for 2002 includes a charge of $475.0 million related to adjustment of
     the reserve for estimated future asbestos-related costs.

(c)  EBIT for 2001 includes gains totaling $13.1 related to the sale of the
     Company's label business and the sale of a minerals business in Australia.
     These items increased segment EBIT as follows: Glass Containers - $10.3
     million; Other - $2.8 million.

(d)  In accordance with SFAS No. 142, goodwill is no longer amortized beginning
     in 2002. In order to facilitate comparisons, goodwill amortization for 2001
     has been reclassified out of the Glass Containers and Plastics Packaging
     segments and reported separately.

Consolidated net sales for the first quarter of 2002 increased $4.8 million, or
0.4%, over the prior year. Net sales of the Glass Containers segment increased
$28.3 million, or 3.4%, over 2001. In North America, the additional sales from
the October 2001 acquisition of the Canadian glass container operations were
partially offset by decreased shipments of containers for beer. The combined
U.S. dollar sales of the segment's other foreign affiliates decreased from the
prior year. Increased shipments in Venezuela, Peru, and Poland were more than
offset by lower shipments in portions of Europe, South America, and the Asia
Pacific region affected by fewer shipping days resulting from extended holiday
closings, the absence of the glass container operations in India, and the
effects of a strong U.S. dollar. The effect of changing foreign currency
exchange rates reduced U.S. dollar sales of the segment's foreign affiliates by
approximately $19 million. Net sales of the Plastics Packaging segment decreased
$19.0 million, or 4.1%, from 2001, reflecting increased shipments of plastic
containers for food, juices and health care and closures for food and beverages,
which were more than offset by lower shipments of containers for personal care
and prescription packaging and the effects of lower resin costs on pass-through
arrangements with customers. The effects of lower resin cost pass-throughs
decreased sales approximately $7 million compared to the first quarter of 2001.

Excluding the effects of the 2002 and 2001 unusual items, consolidated EBIT for
the first quarter of 2002 increased $6.8 million, or 3.4%, to $204.8 million
from the 2001 pro forma EBIT of $198.0 million, adjusted on a pro forma basis to
exclude goodwill amortization. EBIT of the Glass Containers segment increased
$19.0 million to $151.1 million, compared to pro forma EBIT of $132.1 million in
2001. The combined U.S. dollar EBIT of the segment's foreign affiliates
decreased slightly from prior year. Increased shipments in Venezuela, Peru, and
Poland and lower energy costs worldwide were more than offset by lower shipments
in portions of Europe, South America, and the Asia Pacific region affected by
fewer shipping days resulting from extended holiday closings. In North America,
Glass Container EBIT increased over 2001 principally as a result of lower costs
for energy and the addition of the Canadian glass container operations in the
fourth quarter of 2001, partially offset by lower shipments of containers for
beer and the conversion of certain food and beverage containers to plastic
packaging. EBIT of the Plastics Packaging segment decreased $4.1 million, or
5.2%, to $74.8 million compared to pro forma EBIT of $78.9 million in 2001.
Increased shipments of plastic containers for food, juices and health care and
closures for food and beverages were more than offset by lower shipments of
containers for personal care and prescription packaging. EBIT from eliminations
and other retained items, excluding the 2002 unusual item, decreased $7.9
million from 2001

                                       28
<Page>

reflecting lower net financial services income due to the sale of the Company's
Harbor Capital Advisors business in the second quarter of 2001.

The first quarter of 2002 includes a pretax charge of $475.0 million ($308.8
million after tax) related to the adjustment of the reserve for estimated future
asbestos-related costs. The first quarter of 2001 includes pretax gains totaling
$13.1 million ($12.0 million after tax) related to the sale of the Company's
label business and the sale of a minerals business in Australia.

ASBESTOS-RELATED CHARGE

The asbestos-related charge of $475.0 million ($308.8 million after tax)
represents an adjustment of the reserve for estimated future asbestos-related
costs. Following the completion of a comprehensive review of its
asbestos-related liabilities and costs in April 2002, the Company concluded that
an increase in the reserve was required to provide for estimated indemnity
payments and legal fees arising from asbestos personal injury lawsuits and
claims expected to be filed in the next several years. The adjustment increases
the reserve for asbestos-related costs to $712.5 million as of March 31, 2002.
Asbestos-related cash payments were $61.3 million for the first quarter of 2002,
down from $68.8 million in the prior year period. The Company expects that
asbestos-related cash payments will be moderately lower in 2002 than in the
prior year, when such payments totaled $245.9 million. The Company anticipates
that cash flows from operations and other resources will be sufficient to meet
all asbestos-related obligations.

A former business unit of the Company produced a minor amount of specialized
high-temperature insulation material containing asbestos from 1948 until 1958,
when the business was sold. In line with its limited involvement with an
asbestos-containing product and its exit from that business 44 years ago, the
Company will continue to work aggressively to minimize the number of incoming
cases and will continue to limit payments to only those impaired claimants who
were exposed to the Company's products and whose claims have merit under
applicable state law. During the first quarter of 2002, the number of
asbestos-related claims pending decreased by approximately 10% from the
previously reported level of approximately 27,000 at December 31, 2001.

CAPITAL RESOURCES AND LIQUIDITY

The Company's total debt at March 31, 2002 was $5.43 billion, compared to $5.33
billion at December 31, 2001 and $5.64 billion at March 31, 2001.

During April 2001, certain of the Company's subsidiaries entered into the
Secured Credit Agreement (the "Agreement") with a group of banks, which expires
on March 31, 2004. The Agreement provides for a $3.0 billion revolving credit
facility and a $1.5 billion term loan. Borrowings under the Agreement were used
to repay all amounts outstanding under, and terminate, the Company's Second
Amended and Restated Credit Agreement.

At March 31, 2002, the Company had available credit totaling $3.065 billion
under the Agreement, of which $479.5 million had not been utilized. At March 31,
2001, the Company had $771.5 million of credit which had not been utilized under
the Company's Second Amended and Restated Credit Agreement. The decrease is due
in large part to the $150 million purchase of the Canadian glass container
assets of Consumers Packaging Inc. in October 2001. Cash provided by operating
activities was $36.4 million for the first three months 2002 compared to $36.8
million for the first three months of 2001.

                                       29
<Page>

During January 2002, a subsidiary of the Company completed a $1.0 billion
private placement of senior secured notes. The notes bear interest at 8 7/8% and
are due February 15, 2009. The notes are guaranteed by substantially all of the
Company's domestic subsidiaries. The assets of substantially all of the
Company's domestic subsidiaries are pledged as security for the notes. The
issuing subsidiary used the net cash proceeds from the notes to reduce the
outstanding term loan under the Agreement by $980 million. As such, the Company
wrote off unamortized deferred financing fees in January 2002 related to the
term loan and recorded an extraordinary charge totaling $10.9 million less
applicable income taxes of $4.2 million. The indenture for the notes restricts
among other things, the ability of the Company's subsidiaries to borrow money,
pay dividends on, or redeem or repurchase stock, make investments, create liens,
enter into certain transactions with affiliates, and sell certain assets or
merge with or into other companies.

The Company anticipates that cash flow from its operations and from utilization
of credit available through March 2004 under the Agreement will be sufficient to
fund its operating and seasonal working capital needs, debt service and other
obligations. The Company expects that its total asbestos-related payments in
2002 will be moderately lower than 2001. Based on the Company's expectations
regarding future payments for lawsuits and claims, and also based on the
Company's expected operating cash flow, the Company believes that the payment of
any deferred amounts of previously settled or otherwise determined lawsuits and
claims, and the resolution of presently pending and anticipated future lawsuits
and claims associated with asbestos, will not have a material adverse effect
upon the Company's liquidity on a short-term or long-term basis.

The Company's Board of Directors has authorized the management of the Company to
repurchase up to 20 million shares of the Company's common stock. Since July
1999, the Company has repurchased 12,932,897 shares for $248.0 million. No
shares were repurchased during the first quarter of 2002. The Company may
purchase its common stock from time to time on the open market depending on
market conditions and other factors. During the term of the Agreement, the
Company's total share repurchases are limited to the lesser of two million
shares or $25 million. The Company believes that cash flows from its operations
and from utilization of credit available under the Agreement will be sufficient
to fund any such repurchases in addition to the obligations to its seasonal
working capital needs, debt service, asbestos-related payments, and other
obligations.

CRITICAL ACCOUNTING ESTIMATES

The Company's analysis and discussion of its financial condition and results of
operations are based upon its consolidated financial statements that have been
prepared in accordance with accounting principles generally accepted in the
United States (U.S. GAAP). The preparation of financial statements in conformity
with U.S. GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets, liabilities, revenues and expenses, and the
disclosure of contingent assets and liabilities. The Company evaluates these
estimates and assumptions on an ongoing basis, including but not limited to
those related to pension benefit plans, contingencies and litigation, and
goodwill. Estimates and assumptions are based on historical and other factors
believed to be reasonable under the circumstances. The results of these
estimates may form the basis of the carrying value of certain assets and
liabilities and may not be readily apparent from other sources. Actual results,
under conditions and circumstances different from those assumed, may differ from
estimates. The impact and any associated risks related to estimates and
assumptions are discussed within Management's

                                       30
<Page>

Discussion and Analysis of Financial Condition and Results of Operations, as
well as in the Notes to Condensed Consolidated Financial Statements, if
applicable, where estimates and assumptions affect the Company's reported and
expected financial results.

The Company believes that accounting for pension benefit plans, contingencies
and litigation, and goodwill involves the more significant judgments and
estimates used in the preparation of its consolidated financial statements:

Pension Benefit Plans Funded Status

Because of their funded status, the Company's principal pension benefit plans
contributed pretax credits to earnings of approximately $20.9 for the first
quarter of 2002 and approximately $24.3 for the first quarter of 2001. The
Company expects that the amount of such credits for the full year 2002 will be
approximately 15% lower than the full year of 2001. The 2002 decrease in pretax
pension credits is attributed to lower expected return on assets and the
addition of certain pension plans from the acquisition of the Canadian glass
container assets of Consumers Packaging Inc. A one-half percentage point change
in the actuarial assumption regarding the expected return on assets would result
in a change of approximately $15 million in pretax pension credits for the full
year. The funded status of the plans provides assurance of benefits for
participating employees, but future effects on operating results depend on
economic conditions and investment performance.

Contingencies and Litigation

The Company believes that its ultimate asbestos-related contingent liability
(i.e., its indemnity or other claim disposition costs plus related legal fees)
cannot be estimated with certainty. The Company's ability to reasonably estimate
its liability has been significantly affected by the volatility of
asbestos-related litigation in the United States, the expanding list of
non-traditional defendants that have been sued in this litigation and found
liable for substantial damage awards, the continued use of litigation screenings
to generate new lawsuits, the large number of claims asserted or filed by
parties who claim prior exposure to asbestos materials but have no present
physical impairment as a result of such exposure, and the growing number of
co-defendants that have filed for bankruptcy. The Company believes that the
bankruptcies of additional co-defendants have resulted in an acceleration of the
presentation and disposition of a number of claims under such agreements, which
claims would otherwise have been presented and disposed of over the next several
years. The Company continues to monitor trends which may affect its ultimate
liability and continues to analyze the developments and variables affecting or
likely to affect the resolution of pending and future asbestos claims against
the Company. See Note 7 to the Condensed Consolidated Financial Statements for
further information.

Goodwill

Beginning in 2002, the Company will evaluate goodwill annually (or more
frequently if impairment indicators arise) for impairment. Goodwill impairment
testing is performed using the business enterprise value ("BEV") of each
reporting unit which is calculated as of a measurement date, by determining the
present value of debt-free, after tax future cash flows, discounted at the
weighted average cost of capital of a hypothetical third party buyer. This BEV
is then compared to the book value of each reporting unit as of the measurement
date to assess whether an impairment exists under FAS 142. If certain
assumptions in the BEV change, such

                                       31
<Page>

as EBIT projections, cash flow projections, or risk adjusted cost of capital,
goodwill may have to be written down.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

All borrowings under the April 2001 Secured Credit Agreement, including
borrowings by foreign subsidiaries, are denominated in U.S. dollars. As
described in Note 11 to the financial statements, certain amounts borrowed under
the agreement by foreign subsidiaries have been swapped into the subsidiaries'
functional currencies. During January 2002, a subsidiary of the Company
completed a $1.0 billion private placement of senior secured notes. The notes
bear interest at 8 7/8% and are due February 15, 2009. The issuing subsidiary
used the net cash proceeds from the notes to reduce the outstanding term loan
under the Secured Credit Agreement by $980 million. As a result, the Company's
exposure to variable interest rates was reduced and the maturity of a
significant portion of its debt was extended by five years. However, the higher
interest rate on the notes will cause the Company to incur higher interest
expense.

FORWARD LOOKING STATEMENTS

This document may contain "forward looking" statements as defined in the Private
Securities Litigation Reform Act of 1995. Forward looking statements reflect the
Company's best assessment at the time, and thus involve uncertainty and risk. It
is possible the Company's future financial performance may differ from
expectations due to a variety of factors including, but not limited to the
following: (1) foreign currency fluctuations relative to the U.S. dollar, (2)
change in capital availability or cost, including interest rate fluctuations,
(3) the general political, economic and competitive conditions in markets and
countries where the Company has operations, including competitive pricing
pressures, inflation or deflation, and changes in tax rates, (4) consumer
preferences for alternative forms of packaging, (5) fluctuations in raw material
and labor costs, (6) availability of raw materials, (7) costs and availability
of energy, (8) transportation costs, (9) consolidation among competitors and
customers, (10) the ability of the Company to integrate operations of acquired
businesses, (11) the performance by customers of their obligations under
purchase agreements, and (12) the timing and occurrence of events, including
events related to asbestos lawsuits and claims, which are beyond the control of
the Company. It is not possible to foresee or identify all such factors. Any
forward looking statements in this document are based on certain assumptions and
analyses made by the Company in light of its experience and perception of
historical trends, current conditions, expected future developments, and other
factors it believes are appropriate in the circumstances. Forward looking
statements are not a guarantee of future performance and actual results or
developments may differ materially from expectations. While the Company
continually reviews trends and uncertainties affecting the Company's results of
operations and financial condition, the Company does not intend to update any
particular forward looking statements contained in this document.

                                       32
<Page>

                          PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

In August 1998, the Company received a Notice of Violation from the United
States Environmental Protection Agency regarding alleged opacity violations
at its Oakland, California glass container plant from the period of 1994
through 1997. Certain furnaces at the plant are equipped with monitors that
continuously monitor opacity. During this period, these furnaces had
occasional upset and breakdown conditions that caused opacity excursions that
were reported to the local air quality management district. This action by
the EPA involves the same incidents that were resolved with the local air
quality management district. The ultimate resolution of this matter is not
expected to require any capital expenditure or change in operations.

In September 2001, the Virginia Department of Environmental Quality issued a
Notice of Violation to the Company's plant located in Toano, Virginia,
alleging violations of certain regulations in connection with certain changes
that were made to the furnaces during repairs. The Company is currently
attempting to resolve the issues by negotiating a settlement with the Virgina
Department of Environmental Quality. As part of the proposed settlement, the
Company would agree to certain production capacity limitations and may have
to install abatement devices on the furnaces, which would require less than
$2 million in capital expenditures.

For further information on legal proceedings, see Note 7 to the Condensed
Consolidated Financial Statements, "Contingencies," that is included in Part I
of this Report and is incorporated herein by reference.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

           (a)  Exhibits:

                Exhibit 4.1   Second Amendment to Secured Credit Agreement dated
                              as of April 19, 2002

                Exhibit 10.1  Second Amendment to Amended and Restated
                              Owens-Illinois Supplemental Retirement Benefit
                              Plan

                Exhibit 12    Computation of Ratio of Earnings to Fixed Charges
                              and Earnings to Combined Fixed Charges and
                              Preferred Stock Dividends

                                       33
<Page>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                   OWENS-ILLINOIS, INC.

Date  May 15, 2002                 By /s/ Edward C. White
      -------------                   ----------------------------------------
                                      Edward C. White,
                                      Vice President and Controller
                                      (Principal Accounting Officer)

                                       34
<Page>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                   OWENS-ILLINOIS GROUP, INC.

Date  May 15, 2002                 By /s/ Edward C. White
      -------------                   ----------------------------------------
                                      Edward C. White,
                                      Controller and Chief Accounting Officer
                                      (Principal Accounting Officer)

                                       35
<Page>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                   OWENS-BROCKWAY PACKAGING, INC.

Date  May 15, 2002                 By /s/ Edward C. White
      -------------                   ----------------------------------------
                                      Edward C. White,
                                      Assistant Treasurer
                                      (Principal Accounting Officer)

                                       36
<Page>

                                INDEX TO EXHIBITS

EXHIBITS
- --------

  4.1       Second Amendment to Secured Credit Agreement dated as of April 19,
            2002

  10.1      Second Amendment to Amended and Restated Owens-Illinois Supplemental
            Retirement Benefit Plan

  12        Computation of Ratio of Earnings to Fixed Charges and Earnings to
            Combined Fixed Charges and Preferred Stock Dividends

                                       37