- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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

FORM 10-Q
(MARK ONE)

<Table>

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
ENDED MARCH 31, 2002, OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM ____________ TO ____________
</Table>

COMMISSION FILE NO. 333-43005

PARK-OHIO INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

<Table>

OHIO 34-6520107
- ----------------------------------------- -----------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

23000 EUCLID AVENUE, CLEVELAND, OHIO 44117
- ----------------------------------------- -----------------------------------------
(Address of principal executive offices) (Zip Code)
</Table>

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 216/692-7200

Pursuant to a corporate reorganization effective June 15, 1998, Park-Ohio
Industries, Inc. became a wholly-owned subsidiary of Park-Ohio Holdings Corp.

The registrant meets the conditions set forth in general instruction H(1)(a) and
(b) of Form 10-Q and is therefore filing this form in the reduced disclosure
format.

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 twelve 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 [ ]

All of the outstanding capital stock of the registrant is held by Park-Ohio
Holdings Corp. As of April 30, 2002, 100 shares of the registrant's common
stock, $1 par value was outstanding.

The Exhibit Index is located on page 18.

- --------------------------------------------------------------------------------
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PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

INDEX

<Table>

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated balance sheets -- March 31, 2002 and December
31, 2001
Consolidated statements of income -- Three month periods
ended March 31, 2002 and 2001
Consolidated statement of shareholder's equity -- Three
months ended March 31, 2002
Consolidated statements of cash flows -- Three month periods
ended March 31, 2002 and 2001
Notes to consolidated financial statements -- March 31, 2002
Independent accountants' review report
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

SIGNATURE

EXHIBIT INDEX
</Table>

PART I

FINANCIAL INFORMATION

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
(UNAUDITED)
MARCH 31 DECEMBER 31
2002 2001
----------- -----------
(DOLLARS IN THOUSANDS)

ASSETS
Current Assets
Cash and cash equivalents................................. $ 6,409 $ 2,344
Accounts receivable, less allowances for doubtful accounts
of $2,888 at March 31, 2002 and $2,680 at December 31,
2001................................................... 108,732 99,241
Inventories............................................... 150,437 151,463
Other current assets...................................... 26,469 26,427
-------- --------
Total Current Assets.............................. 292,047 279,475
Property, Plant and Equipment............................... 217,569 214,480
Less accumulated depreciation............................. 108,886 105,155
-------- --------
108,683 109,325
Other Assets
Goodwill.................................................. 130,263 130,263
Net assets held for sale.................................. 23,714 22,733
Prepaid pension and other................................. 51,585 50,371
-------- --------
$606,292 $592,167
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Trade accounts payable.................................... $ 69,655 $ 65,131
Accrued expenses.......................................... 36,837 28,345
Current portion of long-term liabilities.................. 2,571 3,787
-------- --------
Total Current Liabilities......................... 109,063 97,263
Long-Term Liabilities, less current portion
Long-term debt............................................ 331,110 328,731
Other postretirement benefits............................. 23,898 24,001
Other..................................................... 15,314 15,277
-------- --------
370,322 368,009
Shareholder's Equity
Common Stock; par value $1 per share...................... -0- -0-
Additional paid-in capital................................ 64,844 64,844
Retained earnings......................................... 66,524 66,303
Accumulated other comprehensive (loss).................... (4,461) (4,252)
-------- --------
126,907 126,895
-------- --------
$606,292 $592,167
======== ========
</Table>

Note: The balance sheet at December 31, 2001 has been derived from the audited
financial statements at that date, but does not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements.

See notes to consolidated financial statements.

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

<Table>
<Caption>
THREE MONTHS ENDED
MARCH 31
----------------------
2002 2001
--------- ---------
(AMOUNTS IN THOUSANDS)

Net sales................................................... $153,843 $169,411
Cost of products sold....................................... 132,145 142,289
-------- --------
Gross profit.............................................. 21,698 27,122
Selling, general and administrative expenses................ 14,108 16,508
Amortization of goodwill.................................... -0- 955
Restructuring and other non-recurring expenses.............. 622 -0-
-------- --------
Operating income.......................................... 6,968 9,659
Non-operating items, net.................................... -0- 950
Interest expense............................................ 6,680 7,953
-------- --------
Income before income taxes................................ 288 756
Income taxes................................................ 67 254
-------- --------
Net income................................................ $ 221 $ 502
======== ========
</Table>

See notes to consolidated financial statements.

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDER'S EQUITY (UNAUDITED)

<Table>
<Caption>
ACCUMULATED
ADDITIONAL OTHER
COMMON PAID-IN RETAINED COMPREHENSIVE
STOCK CAPITAL EARNINGS (LOSS) TOTAL
------- ---------- -------- ------------- --------
(DOLLARS IN THOUSANDS)

Balance January 1, 2002..................... $ -0- $64,844 $66,303 $(4,252) $126,895
Comprehensive (loss):
Net income................................ 221 221
Foreign currency translation adjustment... (209) (209)
--------
Comprehensive income (loss)............... 12
------- ------- ------- ------- --------
Balance March 31, 2002...................... $ -0- $64,844 $66,524 $(4,461) $126,907
======= ======= ======= ======= ========
</Table>

See notes to consolidated financial statements.

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<Table>
<Caption>
THREE MONTHS ENDED
MARCH 31
----------------------
2002 2001
--------- ----------
(DOLLARS IN THOUSANDS)

OPERATING ACTIVITIES
Net income................................................ $ 221 $ 502
Adjustments to reconcile net income to net cash provided
(used) by operating activities:
Depreciation and amortization.......................... 4,144 5,026
Changes in operating assets and liabilities:
Accounts receivable.................................... (9,490) (5,224)
Inventories and other current assets................... 984 (13,549)
Accounts payable and accrued expenses.................. 13,016 10,195
Other.................................................. (2,950) (4,987)
------- --------
Net Cash Provided (Used) by Operating Activities..... 5,925 (8,037)
INVESTING ACTIVITIES
Purchases of property, plant and equipment, net........... (3,023) (4,874)
------- --------
Net Cash (Used) by Investing Activities................ (3,023) (4,874)
FINANCING ACTIVITIES
Proceeds from bank arrangements........................... 1,510 11,000
Payments on debt.......................................... (347) (198)
------- --------
Net Cash Provided by Financing Activities.............. 1,163 10,802
------- --------
Increase(Decrease)in Cash and Cash Equivalents......... 4,065 (2,109)
Cash and Cash Equivalents at Beginning of Period....... 2,344 2,552
------- --------
Cash and Cash Equivalents at End of Period............. $ 6,409 $ 443
======= ========

Taxes paid (refunded)....................................... $ 54 $ (1,090)
Interest paid............................................... 1,470 2,821
</Table>

See notes to consolidated financial statements.

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

MARCH 31, 2002

(AMOUNTS IN THOUSANDS)

NOTE A -- BASIS OF PRESENTATION

The consolidated financial statements include the accounts of Park-Ohio
Industries, Inc. and its subsidiaries ("Park-Ohio" "the Company"). Park-Ohio is
a wholly-owned subsidiary of Park-Ohio Holdings Corp. as of June 10, 1998. All
significant intercompany transactions have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements have been
prepared in accordance with accounting principles generally accepted for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three month
period ended March 31, 2002 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2002. For further information,
refer to the consolidated financial statements and footnotes thereto included in
the Company's Annual Report on Form 10-K for the year ended December 31, 2001.

Certain amounts have been reclassified to conform to current year presentation.

NOTE B -- DISPOSITIONS

On December 21, 2001, the Company completed the sale of substantially all
of the assets of Cleveland City Forge for cash of approximately $6.1 million.
Cleveland City Forge was a non-core business in the Manufactured Products
Segment, producing clevises and turnbuckles for the construction industry.

On April 26, 2002, the Company completed the sale of substantially all of
the assets of Castle Rubber Company for cash of approximately $2.5 million.
Castle Rubber, a non-core business in the Manufactured Products Segment, had
been identified as a business the Company was discontinuing as part of its
restructuring activities during 2001.

NOTE C -- INVENTORIES

The components of inventory consist of the following:

<Table>
<Caption>
MARCH 31 DECEMBER 31
2002 2001
-------- -----------

In process and finished goods............................... $135,262 $137,021
Raw materials and supplies.................................. 15,175 14,442
-------- --------
$150,437 $151,463
======== ========
</Table>

NOTE D -- ACCOUNTING PRONOUNCEMENTS

The Company adopted Financial Accounting Standard No. 142 "Goodwill and
Other Intangible Assets" ("FAS 142") as of January 1, 2002. The Company no
longer amortizes goodwill, but will review goodwill for impairment annually, or
more frequently if impairment indicators arise. The Company is in the process of
performing the initial impairment tests as of January 1, 2002, which must be
completed by June 30, 2002. If goodwill is determined to be impaired, the charge
would be accounted for as a cumulative effect adjustment as a result of a change
in accounting principle.

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- CONTINUED

In accordance with FAS 142, prior period amounts were not restated. A
reconciliation of the previously reported net income for the three months ended
March 31, 2001 to the amounts adjusted for the reduction of amortization
expense, net of the related income tax effect, is as follows:

<Table>
<Caption>
NET INCOME
----------

Reported.................................................... $ 502
Add: Amortization adjustment................................ 955
------
Adjusted.................................................... $1,457
======
</Table>

In October 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" ("FAS 144"), which supercedes FAS 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of". Although retaining many of the fundamental impairment and
measurement provisions of FAS 121, the new rules supercede the provisions of APB
Opinion 30 with regard to reporting the effects of a disposal of a segment of a
business. The adoption of this standard by the Company on January 1, 2002 did
not impact the Company's financial position, results of operations or cash
flows.

NOTE E -- SEGMENTS

The Company manages its business based upon three operating segments:
Integrated Logistics Solutions ("ILS"), Aluminum Products and Manufactured
Products. ILS is a leading logistics provider of production components to large,
multinational manufacturing companies, other manufacturers and distributors. In
connection with the supply of such production components, ILS provides a variety
of value-added supply chain management services. Aluminum Products manufactures
cast aluminum components for automotive, agricultural equipment, heavy duty
truck and construction equipment. In addition, Aluminum Products also provides
value-added services such as design and engineering, machining and assembly.
Manufactured Products operates a diverse group of niche manufacturing businesses
that design and manufacture a broad range of high quality products engineered
for specific customer applications. Intersegment sales are immaterial.

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- CONTINUED

Results by business segment were as follows:

<Table>
<Caption>
THREE MONTHS ENDED
MARCH 31
-------------------
2002 2001
-------- --------

Net sales, including intersegment sales:
ILS....................................................... $ 95,757 $117,854
Aluminum products......................................... 26,475 20,658
Manufactured products..................................... 31,611 30,899
-------- --------
$153,843 $169,411
======== ========
Income (loss) before income taxes:
ILS....................................................... $ 5,462 $ 10,059
Aluminum products......................................... 2,120 (410)
Manufactured products..................................... 556 1,113
-------- --------
8,138 10,762
Corporate costs............................................. (1,170) (1,103)
Interest expense............................................ (6,680) (7,953)
Non recurring items, net.................................... -0- (950)
-------- --------
$ 288 $ 756
======== ========
</Table>

Identifiable assets were as follows:

<Table>
<Caption>
MARCH 31, DECEMBER 31,
2002 2001
--------- ------------

ILS....................................................... $316,951 $312,288
Aluminum products......................................... 102,021 95,021
Manufactured products..................................... 147,384 139,045
General corporate......................................... 39,936 45,813
-------- --------
$606,292 $592,167
======== ========
</Table>

NOTE F -- COMPREHENSIVE INCOME (LOSS)

Total comprehensive income (loss) were as follows:

<Table>
<Caption>
THREE MONTHS
ENDED
MARCH 31
---------------
2002 2001
----- -------

Net income.................................................. $ 221 $ 502
Foreign currency translation................................ (209) (1,112)
----- -------
Total comprehensive income (loss)........................... $ 12 $ (610)
===== =======
</Table>

NOTE G -- NON-OPERATING ITEMS, NET

In June 2000, the Company's Cicero Flexible Products plant was destroyed in
a fire. In the first quarter of 2001, the Company expensed $950 thousand of
non-recurring business interruption costs, which were not covered by insurance.

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- CONTINUED

NOTE H -- RESTRUCTURING ACTIVITIES

During 2001, the Company recorded pretax charges of $28.5 million (of which
$6.9 million related to severance and exit costs) as a result of a restructuring
plan aimed at positioning the Company for stronger profitability. The charges
consisted of asset write-downs, employee termination and severance costs related
to workforce reductions of approximately 525 employees, and other exit costs
related to the shutdown of facilities. The Company expects to substantially
complete these actions in 2002. For further details on the restructuring plan,
see Note K to the audited financial statements contained in the Company's Annual
Report on Form 10-K for the year ended December 31, 2001.

The accrued liability balance for severance and exit costs and related cash
payments consisted of:

<Table>

2001
Severance and exit charges.................................. $6,883
Cash payments............................................... (2,731)
------
Balance at December 31, 2001................................ 4,152

2002
Severance and exit charges.................................. 622
Cash payments............................................... (1,348)
------
Balance at March 31, 2002................................... $3,426
======
</Table>

As of March 31, 2002, approximately 450 of the 525 employees had been
terminated. Severance costs related to additional work force reductions of 80
employees were recorded in the first quarter of 2002. The workforce reductions
under the restructuring plan consisted of hourly and salaried employees at
various operating facilities due to either closure or consolidation.

Net sales for Ajax Manufacturing and Castle Rubber (businesses held for
sale) were $3,642 and $3,711 for the three months ended March 31, 2002 and 2001,
respectively. Operating (loss) for these entities was $(437) and $(189) for the
three months ended March 31, 2002 and 2001, respectively.

INDEPENDENT ACCOUNTANTS' REVIEW REPORT

Board of Directors and Shareholder
Park-Ohio Industries, Inc.

We have reviewed the accompanying consolidated balance sheet of Park-Ohio
Industries, Inc. and subsidiaries as of March 31, 2002 and the related
consolidated statements of income and cash flows for the three-month periods
ended March 31, 2002 and 2001 and the consolidated statement of shareholders'
equity for the three-month period ended March 31, 2002. These financial
statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data, and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States,
which will be performed for the full year with the objective of expressing an
opinion regarding the financial statements taken as a whole. Accordingly, we do
not express such an opinion.

Based upon our reviews, we are not aware of any material modifications that
should be made to the accompanying consolidated financial statements referred to
above for them to be in conformity with accounting principles generally accepted
in the United States.

As discussed in Note D to the consolidated financial statements, effective
January 1, 2002, the Company changed its method of accounting for goodwill.

We have previously audited, in accordance with auditing standards generally
accepted in the United States, the consolidated balance sheet of Park-Ohio
Industries, Inc. and subsidiaries as of December 31, 2001 and the related
consolidated statements of income, shareholders' equity, and cash flows for the
year then ended, not presented herein, and in our report dated March 1, 2002, we
expressed an unqualified opinion on those consolidated financial statements. In
our opinion, the information set forth in the accompanying consolidated balance
sheet as of December 31, 2001, is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it has been derived.

/s/ Ernst & Young LLP

Cleveland, Ohio
May 13, 2002

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

The consolidated financial statements of the Company include the accounts
of Park-Ohio Industries, Inc. and its subsidiaries. All significant intercompany
transactions have been eliminated in consolidation. Financial information for
the three month period ended March 31, 2002 is not directly comparable to the
financial information for the same three-month period in 2001, for several
reasons. Effective January 1, 2002, the Company no longer amortizes goodwill.
Goodwill amortization in first quarter 2001 was $955 thousand. During first
quarter 2002, the Company continued its announced restructuring activities and
recorded $622 thousand of restructuring charges. In the first quarter of 2001,
the Company expensed $950 thousand of non-recurring business-interruption costs
related to a June 2000 fire, which destroyed the Company's Cicero Flexible
Products plant. On December 21, 2001, the Company sold substantially all the
assets of Cleveland City Forge, for cash of approximately $6.1 million.

OVERVIEW

The Company operates through three segments: Integrated Logistics Solutions
("ILS"), Aluminum Products and Manufactured Products. ILS is a leading logistics
provider of production components to original equipment manufacturers ("OEMs"),
other manufacturers and distributors. In connection with the supply of such
industrial products, ILS provides a variety of value-added, cost-effective
supply chain management services to major OEMs. The principal customers of ILS
are semiconductor equipment, technology, industrial equipment, aerospace and
defense, electrical controls, HVAC, heavy duty truck, vehicle parts and
accessories, appliances and motors and lawn and garden equipment industries.
Aluminum Products manufactures cast aluminum components primarily for automotive
OEMs. Aluminum Products also provides value-added services such as design and
engineering, machining and assembly. Manufactured Products operates a diverse
group of niche manufacturing businesses that design and manufacture a broad
range of high quality products engineered for specific customer applications.
The principal customers of Manufactured Products are OEMs and end-users in the
automotive, railroad, truck, oil and aerospace industries.

The Company's sales volumes and profitability declined during 2001, due to
overall weakness in the manufacturing economy, and particularly to contraction
in the heavy-duty truck and automotive industries. Despite these sales declines,
the Company believes it has retained or gained market share in most major
markets served. The Company has responded to this economic downturn by reducing
costs, increasing prices on targeted products, restructuring businesses and
selling non-core manufacturing assets. Costs were reduced primarily by
negotiating supplier price concessions, reducing headcount through layoffs and
attrition (approximately 600 or 15% during 2001), and operating more
efficiently. Despite customer pricing pressures, the Company negotiated
significantly increased prices for several, particularly low-margin product
lines in the Aluminum Products and Manufactured Products segments. The Company
restructured many of its businesses, including planned closure of twenty
logistics warehouses and closure or sale of eight manufacturing plants. With
regard to these actions, in 2001 the Company recorded restructuring and
impairment charges of $28.5 million before tax consisting of $6.9 million for
severance and exit costs, $10.3 million recorded in cost of products sold,
primarily to write down inventory of discontinued businesses and other product
lines to fair value, and $11.3 million for the impairment of property and
equipment and other long-term assets. The Company continued to work toward the
sale of non-core manufacturing assets, including the December, 2001 sale of
substantially all the assets of Cleveland City Forge for cash of $6.1 million.

The Company's sales volume and profitability improved in first quarter
2002. Sales increased approximately $7.2 million, or 5% compared to the fourth
quarter of 2001, and the Company returned to profitability. During first quarter
2002, the Company continued to reduce costs and restructure businesses,
including closing or consolidating three logistics warehouses and one
manufacturing plant, as previously planned.

Management continues to implement the planned cost reduction and business
restructuring, and also continues to work toward the sale of non-core
manufacturing assets. Substantially all the assets of Castle Rubber Company were
sold after the end of the first quarter (on April 26, 2002) for cash of
approximately $2.5 million. Management's actions are intended to position the
Company for increased profitability as the manufacturing economy stabilizes and
returns to growth.

On January 1, 2002 the Company adopted Statement of Financial Accounting
Standards No. 142 "Goodwill and Other Intangible Assets" ("FAS 142"). Under FAS
142, goodwill and intangible assets with indefinite lives are no longer
amortized, but are reviewed for impairment annually, or more frequently if
impairment indicators arise. The Company is in the process of performing the
initial impairment tests as of January 1, 2002, which must be completed by June
30, 2002. If goodwill is determined to be impaired, the charge will be accounted
for as a cumulative effect adjustment as a result of a change in accounting
principle.

RESULTS OF OPERATIONS

Three Months 2002 versus Three Months 2001

Net sales declined by $15.6 million, or 9%, from $169.4 million in first
quarter 2001 to $153.8 million in 2002. ILS net sales declined 19%, or $22.1
million, due primarily to shrinkage in heavy truck and other customer
industries. Aluminum Products net sales increased 28%, or $5.8 million. This
increase included $2.6 million in new contracts and $3.6 million from higher
volumes and price increases in ongoing contracts, partially offset by a $.4
million decrease relating to the ending of certain sales contracts. Manufactured
Products net sales increased 2%, or $.7 million.

Gross profit declined by $5.4 million, or 20%, to $21.7 million for first
quarter 2002, from $27.1 million for first quarter 2001, and the Company's gross
profit declined to approximately 14.1% for first quarter 2002, from 16.0% for
first quarter 2001. ILS gross margin declined primarily due to reduced volumes
resulting in the absorption of fixed operational overheads over a smaller sales
base. Aluminum Products gross margins increased significantly, due to the
absorption of fixed manufacturing overheads over a larger production base, cost
reductions and higher margins on new contracts. Gross margins in the
Manufactured Products segment decreased primarily due to pricing pressure and
the divestiture of the high-margin sales of Cleveland City Forge.

Selling, general and administrative expenses ("SG&A") decreased by 15% or
$2.4 million, to $14.1 million for first quarter 2002 from $16.5 million for the
same period in 2001. SG&A decreased through cost reductions in all three
segments. During the first quarter of 2002, SG&A was negatively affected by a
decrease in net pension credits of $.3 million, reflecting less favorable
investment returns on pension plan assets. Consolidated SG&A expenses as a
percentage of net sales were 9.2% for the first three months of 2002 as compared
to 9.7% for the first three months of 2001. Amortization of goodwill has been
eliminated in 2002, in accordance with FAS 142.

Interest expense decreased $1.3 million from $8.0 million in first quarter
2001 to $6.7 million in first quarter 2002 due to lower average debt outstanding
and lower average interest rates in 2002. During the first three months of 2002,
the Company averaged outstanding borrowings of $337.4 million as compared to
$355.5 million for the corresponding period of the prior year. The $18.1 million
decrease related primarily to lower working capital levels in ongoing units and
cash from the sale of Cleveland City Forge. The average interest rate of 7.92%
for the current quarter was 103 basis points lower than the average rate of
8.95% for first quarter 2001, primarily due to decreased rates on the Company's
revolving credit facility.

The effective income tax rate for the-three month period ended March 31,
2002 was 47%, compared to 46% for the corresponding period in 2001.

SEASONALITY; VARIABILITY OF OPERATING RESULTS

The Company's results of operations are typically stronger in the first six
months rather than the last six months of each calendar year due to scheduled
plant maintenance in the third quarter to coincide with customer plant shutdowns
and to holidays in the fourth quarter.

The timing of orders placed by the Company's customers has varied with,
among other factors, orders for customers' finished goods, customer production
schedules, competitive conditions and general economic conditions. The
variability of the level and timing of orders has, from time to time, resulted
in significant periodic and quarterly fluctuations in the operations of the
Company's business units. Such variability is

particularly evident at the capital equipment businesses, included in the
Manufactured Products segment, which typically ship a few large systems per
year.

FORWARD-LOOKING STATEMENTS

This Form 10-Q contains certain statements that are "forward-looking
statements" within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. Certain statements in this Management's Discussion and
Analysis of Financial Condition and Results of Operations contain forward-
looking statements, including without limitation, discussion regarding the
Company's anticipated amounts of restructuring charges, credit availability,
levels and funding of capital expenditures and trends for the remainder of 2002.
Forward-looking statements are necessarily subject to risks, uncertainties and
other factors, many of which are outside our control, which could cause actual
results to differ materially from such statements. These uncertainties and other
factors include such things as: general business conditions, competitive
factors, including pricing pressures and product innovation and quality; raw
material availability and pricing; changes in our relationships with customers
and suppliers; the ability of the Company to successfully integrate recent and
future acquisitions into its existing operations; changes in general domestic
economic conditions such as inflation rates, interest rates, foreign currency
exchange rates; tax rates and adverse impacts to us, our suppliers and customers
from acts of terrorism or hostilities; our ability to meet various covenants,
including financial covenants, contained in our credit agreement and the
indenture governing the Senior Subordinated Notes; increasingly stringent
domestic and foreign governmental regulations including those affecting the
environment; inherent uncertainties involved in assessing our potential
liability for environmental remediation-related activities; the outcome of
pending and future litigation and other claims; dependence on the automotive and
heavy truck industries; dependence on key management; and dependence on
information systems. Any forward-looking statement speaks only as of the date on
which such statement is made, and we undertake no obligation to update any
forward-looking statement, whether as a result of new information, future events
or otherwise. In light of these and other uncertainties, the inclusion of a
forward-looking statement herein should not be regarded as a representation by
us that the our plans and objectives will be achieved.

REVIEW BY INDEPENDENT ACCOUNTANTS

The consolidated financial statements at March 31, 2002, and for the
three-month periods ended March 31, 2002 and 2001, have been reviewed, prior to
filing, by Ernst & Young LLP, the Company's independent accountants, and their
report is included herein.

PART II

OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

The following exhibits are included herein:

(15) Letter re: unaudited financial information

The Company did not file any reports on Form 8-K during the three months
ended March 31, 2002.

SIGNATURE

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

PARK-OHIO INDUSTRIES, INC.
------------------------------------
(Registrant)

By /s/ RICHARD P. ELLIOTT
-----------------------------------
Name: Richard P. Elliott
Title: Vice President and Chief
Financial Officer (Principal
Financial and Accounting
Officer)

Dated May 14, 2002
---------------------------------

EXHIBIT INDEX

QUARTERLY REPORT ON FORM 10-Q

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES
FOR THE QUARTER ENDED MARCH 31, 2002

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EXHIBIT
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(15) Letter re: unaudited financial information
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