<PAGE>   1

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

                                   FORM 10-Q
(MARK ONE)

<Table>
<S> <C>
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
    ENDED JUNE 30, 2001, 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>
<S>                                        <C>
                  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 July 31, 2001, 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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<PAGE>   2

                   PARK-OHIO INDUSTRIES INC. AND SUBSIDIARIES
                                     INDEX

<Table>
<S>         <C>
PART I.     FINANCIAL INFORMATION
Item 1.     Financial Statements (Unaudited)
            Consolidated balance sheets -- June 30, 2001 and December
            31, 2000
            Consolidated statements of operations -- Six months and
            three months ended June 30, 2001 and 2000
            Consolidated statement of shareholder's equity -- Six months
            ended June 30, 2001
            Consolidated statements of cash flows -- Six months ended
            June 30, 2001 and 2000
            Notes to consolidated financial statements -- June 30, 2001
            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>

                                        2
<PAGE>   3

                                     PART I

                             FINANCIAL INFORMATION

                                        3
<PAGE>   4

                  PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
                                                              (UNAUDITED)
                                                                JUNE 30      DECEMBER 31
                                                                 2001           2000
                                                              -----------    -----------
                                                                (DOLLARS IN THOUSANDS)
<S>                                                           <C>            <C>
                           ASSETS
Current Assets
  Cash and cash equivalents.................................   $  1,435       $  2,552
  Accounts receivable, less allowances for doubtful accounts
     of $2,971 at June 30, 2001 and $3,292 at December 31,
     2000...................................................    114,573        117,318
  Inventories...............................................    192,790        189,023
  Other current assets......................................      8,461         14,849
                                                               --------       --------
          Total Current Assets..............................    317,259        323,742
Property, Plant and Equipment...............................    240,956        234,463
  Less accumulated depreciation.............................    108,625        101,757
                                                               --------       --------
                                                                132,331        132,706
Other Assets
  Excess purchase price over net assets acquired, net of
     accumulated amortization of $14,140 at June 30, 2001
     and $12,283 at December 31, 2000.......................    133,312        133,612
  Other.....................................................     52,558         46,870
                                                               --------       --------
                                                               $635,460       $636,930
                                                               ========       ========
            LIABILITIES AND SHAREHOLDER'S EQUITY
Current Liabilities
  Trade accounts payable....................................   $ 61,048       $ 76,041
  Accrued expenses..........................................     28,190         28,822
  Current portion of long-term liabilities..................      2,758          3,904
                                                               --------       --------
          Total Current Liabilities.........................     91,996        108,767
Long-Term Liabilities, less current portion
  Long-term debt............................................    360,287        343,248
  Other postretirement benefits.............................     23,564         24,487
  Other.....................................................      8,041          6,695
                                                               --------       --------
                                                                391,892        374,430
Shareholder's Equity
  Common Stock; par value $1 per share......................        -0-            -0-
  Additional paid-in capital................................     64,844         64,844
  Retained earnings.........................................     90,825         91,747
  Accumulated other comprehensive income (loss).............     (4,097)        (2,858)
                                                               --------       --------
                                                                151,572        153,733
                                                               --------       --------
                                                               $635,460       $636,930
                                                               ========       ========
</Table>

Note: The balance sheet at December 31, 2000 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.

                                        4
<PAGE>   5

                  PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<Table>
<Caption>
                                                        THREE MONTHS ENDED         SIX MONTHS ENDED
                                                              JUNE 30                   JUNE 30
                                                      -----------------------   -----------------------
                                                         2001         2000         2001         2000
                                                      ----------   ----------   ----------   ----------
                                                       (DOLLARS IN THOUSANDS -- EXCEPT PER SHARE DATA)

<S>                                                   <C>          <C>          <C>          <C>
Net sales...........................................   $164,162     $204,539     $333,573     $410,899
Cost of products sold...............................    139,019      167,246      280,799      337,329
                                                       --------     --------     --------     --------
  Gross profit......................................     25,143       37,293       52,774       73,570
Selling, general and administrative expenses........     19,146       21,298       37,118       42,335
                                                       --------     --------     --------     --------
  Operating income..................................      5,997       15,995       15,656       31,235
Interest expense....................................      7,847        7,720       15,800       15,225
Non-operating items, net............................        900       15,318        1,850       15,318
                                                       --------     --------     --------     --------
  Income (loss) before income taxes.................     (2,750)      (7,043)      (1,994)         692
Income taxes (benefit)..............................     (1,326)       1,130       (1,072)       4,298
                                                       --------     --------     --------     --------
  Net income (loss).................................   $ (1,424)    $ (8,173)    $   (922)    $ (3,606)
                                                       ========     ========     ========     ========
</Table>

See notes to consolidated financial statements.

                                        5
<PAGE>   6

                  PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENT OF SHAREHOLDER'S EQUITY (UNAUDITED)

<Table>
<Caption>
                                                                          ACCUMULATED
                                                                             OTHER
                                               ADDITIONAL                COMPREHENSIVE
                                     COMMON     PAID-IN      RETAINED       INCOME
                                     STOCK      CAPITAL      EARNINGS       (LOSS)         TOTAL
                                     ------    ----------    --------    -------------    --------
                                                        (DOLLARS IN THOUSANDS)
<S>                                  <C>       <C>           <C>         <C>              <C>
Balance January 1, 2001............   $-0-      $64,844      $91,747        $(2,858)      $153,733
Comprehensive income:
  Net income (loss)................                             (922)                         (922)
  Foreign currency translation
     adjustment....................                                          (1,239)        (1,239)
                                                                                          --------
  Comprehensive income (loss)......                                                         (2,161)
                                      ----      -------      -------        -------       --------
Balance June 30, 2001..............   $-0-      $64,844      $90,825        $(4,097)      $151,572
                                      ====      =======      =======        =======       ========
</Table>

See notes to consolidated financial statements.

                                        6
<PAGE>   7

                  PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<Table>
<Caption>
                                                                 SIX MONTHS ENDED
                                                                     JUNE 30
                                                              ----------------------
                                                                2001         2000
                                                              ---------    ---------
                                                              (DOLLARS IN THOUSANDS)
<S>                                                           <C>          <C>
OPERATING ACTIVITIES
  Net income (loss).........................................  $   (922)    $ (3,606)
  Adjustments to reconcile net income (loss) to net cash
     (used) provided by operating activities:
     Depreciation and amortization..........................    10,049       10,520
     Loss on sale of Kay Home Products......................       -0-       15,318
                                                              --------     --------
                                                                 9,127       22,232
  Changes in operating assets and liabilities excluding
     acquisitions of businesses:
     Accounts receivable....................................     2,745      (13,841)
     Inventories and other current assets...................     2,621       (2,859)
     Accounts payable and accrued expenses..................   (15,625)       2,588
     Other..................................................    (8,061)      (4,707)
                                                              --------     --------
       Net Cash (Used) Provided by Operating Activities.....    (9,193)       3,413

INVESTING ACTIVITIES
  Purchases of property, plant and equipment, net...........    (7,817)      (9,584)
  Proceeds from sale of Kay Home Products...................       -0-        9,177
                                                              --------     --------
     Net Cash (Used) by Investing Activities................    (7,817)        (407)

FINANCING ACTIVITIES
  Proceeds from bank arrangements...........................    19,000       14,000
  Payments on debt..........................................    (3,107)     (19,422)
                                                              --------     --------
     Net Cash (Used) Provided by Financing Activities.......    15,893       (5,422)
                                                              --------     --------
     (Decrease) in Cash and Cash Equivalents................    (1,117)      (2,416)
     Cash and Cash Equivalents at Beginning of Period.......     2,552        5,625
                                                              --------     --------
     Cash and Cash Equivalents at End of Period.............  $  1,435     $  3,209
                                                              ========     ========
Taxes paid (refunded).......................................  $ (1,641)    $    965
Interest paid...............................................    15,263       14,741
</Table>

See notes to consolidated financial statements.

                                        7
<PAGE>   8

                  PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 JUNE 30, 2001

                (DOLLARS IN THOUSANDS -- EXCEPT PER SHARE DATA)

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 15, 1998. All
significant intercompany transactions have been eliminated in consolidation.

     The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles 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 generally accepted accounting principles 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 and six-month periods ended
June 30, 2001 are not necessarily indicative of the results that may be expected
for the year ending December 31, 2001. 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, 2000.

NOTE B -- ACQUISITIONS AND DISPOSITION

     On September 30, 2000, the Company acquired IBM's plant automation software
product lines and related assets for cash of approximately $3.9 million. The
transaction has been accounted for as a purchase and the results of operations
prior to the date of acquisition were not deemed to be significant as defined in
Regulation S-X.

     On June 30, 2000 the Company completed the sale of substantially all of the
assets of Kay Home Products for cash of approximately $9.2 million and recorded
a loss of approximately $15.3 million, which is included in non-operating items,
net in the consolidated statement of operations. Kay Home was a non-core
business producing and distributing barbecue grills, tray tables, screen houses
and plant stands.

NOTE C -- INVENTORIES

     The components of inventory consist of the following:

<Table>
<Caption>
                                                              JUNE 30     DECEMBER 31
                                                                2001         2000
                                                              --------    -----------
<S>                                                           <C>         <C>
In process and finished goods...............................  $168,797     $164,833
Raw materials and supplies..................................    23,993       24,190
                                                              --------     --------
                                                              $192,790     $189,023
                                                              ========     ========
</Table>

NOTE D -- ACCOUNTING PRONOUNCEMENTS

     The Company adopted Financial Accounting Standards Board Statement No. 133
"Accounting for Derivative Instruments and Hedging Activities," as amended, on
January 1, 2001. Because of the Company's minimal use of derivatives, adoption
of the new Statement did not impact earnings or the financial position of the
Company.

     In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141, "Business Combinations" ("FAS 141") and
No. 142, "Goodwill and Other Intangible Assets" ("FAS 142"). FAS 141 requires
all business combinations initiated after June 30, 2001 to be accounted for
using the purchase method. Under FAS 142, goodwill and intangible assets with
indefinite lives are no longer amortized but are reviewed annually (or more
frequently if impairment indicators arise) for

                                        8
<PAGE>   9
                  PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- CONTINUED

impairment. Separable intangible assets that are not deemed to have indefinite
lives will continue to be amortized over their useful lives (but with no maximum
life). The amortization provisions of FAS 142 apply to goodwill and intangible
assets acquired after June 30, 2001. With respect to goodwill and intangible
assets acquired prior to July 1, 2001, the Company is required to adopt FAS 142
effective January 1, 2002. The Company is currently evaluating the effect that
adoption of FAS 142 will have on its results of operations and financial
position.

NOTE E -- SEGMENTS

     The Company operates through three segments: Integrated Logistics Solutions
("ILS"), Aluminum Products and Manufactured Products. ILS is a leading logistics
provider of "Class C" 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. Aluminum Products manufactures cast aluminum
components primarily for automotive OEMs. 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.

     Results by Business Segment were as follows:

<Table>
<Caption>
                                              THREE MONTHS ENDED           SIX MONTHS ENDED
                                                   JUNE 30                     JUNE 30
                                             --------------------      ------------------------
                                               2001        2000          2001          2000
                                             --------    --------      --------    ------------
                                              (DOLLARS IN THOUSANDS -- EXCEPT PER SHARE DATA)
<S>                                          <C>         <C>           <C>         <C>
Net sales:
     ILS...................................  $108,466    $129,862      $226,320      $264,591
     Aluminum products.....................    21,300      31,283        41,958        65,064
     Manufactured products.................    34,396      43,394        65,295        81,244
                                             --------    --------      --------      --------
                                             $164,162    $204,539      $333,573      $410,899
                                             ========    ========      ========      ========
Income (loss) before income taxes:
     ILS...................................  $  6,956    $ 12,085      $ 17,690      $ 25,715
     Aluminum products.....................      (563)      2,646          (765)        5,276
     Manufactured products.................     2,038       3,948         3,223         5,789
                                             --------    --------      --------      --------
                                                8,431      18,679        20,148        36,780
Amortization of excess purchase price over
  net assets acquired......................      (902)       (988)       (1,857)       (1,981)
Corporate costs............................    (1,532)     (1,696)       (2,635)       (3,564)
Interest expense...........................    (7,847)     (7,720)      (15,800)      (15,225)
Non-recurring items, net...................      (900)    (15,318)       (1,850)      (15,318)
                                             --------    --------      --------      --------
                                             $ (2,750)   $ (7,043)     $ (1,994)     $    692
                                             ========    ========      ========      ========
</Table>

                                        9
<PAGE>   10
                  PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- CONTINUED

<Table>
<Caption>
                                                                        JUNE 30     DECEMBER 31
                                                                          2001         2000
                                                                        --------    -----------
<S>                                           <C>         <C>           <C>         <C>
Identifiable assets were as follows:
     ILS..........................................................      $348,186     $349,444
     Aluminum products............................................        98,338       99,208
     Manufactured products........................................       176,456      164,524
     General corporate............................................        12,480       23,754
                                                                        --------     --------
                                                                        $635,460     $636,930
                                                                        ========     ========
</Table>

NOTE F -- COMPREHENSIVE INCOME (LOSS)

     Total comprehensive income (loss) was as follows:

<Table>
<Caption>
                                                    {THREE MONTHS ENDED          SIX MONTHS ENDED
                                                          JUNE 30                    JUNE 30
                                                   ----------------------      --------------------
                                                     2001         2000           2001        2000
                                                   ---------    ---------      --------    --------
                                                   (DOLLARS IN THOUSANDS -- EXCEPT PER SHARE DATA)
<S>                                                <C>          <C>            <C>         <C>
Net income (loss)................................   $(1,424)     $(8,173)      $  (922)    $(3,606)
Foreign currency translation.....................      (127)        (505)       (1,239)       (520)
                                                    -------      -------       -------     -------
Total comprehensive income (loss)................   $(1,551)     $(8,678)      $(2,161)    $(4,126)
                                                    =======      =======       =======     =======
</Table>

NOTE G -- NON-OPERATING ITEMS, NET

     In June 2000, the Company's Cicero Flexible Products plant was destroyed in
a fire. In the second half of 2000, the Company received interim insurance
payments of $10.5 million, primarily reflecting replacement cost of fixed
assets. Accordingly, the Company recognized a net gain of $5.2 million,
substantially composed of involuntary conversion gains. In the first half of
2001 the Company expensed $1.9 million of non-recurring business interruption
costs, which were not covered by insurance. In May 2001, the Company received an
additional $12.5 million as final settlement with its insurance carrier, thereby
reducing fire insurance receivables, which were included in other current
assets.

     In June 2000, the Company completed the sale of substantially all of the
assets of Kay Home Products and recorded a loss of approximately $15.3 million.

NOTE H -- FINANCING ARRANGEMENTS

     On June 30, 2001, the Company amended its credit and security agreement
with a group of banks, under which it may borrow or issue standby letters of
credit and commercial letters of credit up to $180 million. Interest is payable
quarterly at either the banks' prime lending rate plus up to 1.5% or at the
Company's election at LIBOR plus 1.375% -- 3.25%. The interest rate is dependent
on the Company's ratio of total funded indebtedness to pro forma earnings before
interest, taxes, depreciation and amortization ("EBITDA"), as defined in the
credit agreement and is adjusted every quarter. The revolving credit is secured
by substantially all of the Company's assets.

                                        10
<PAGE>   11

                     INDEPENDENT ACCOUNTANTS' REVIEW REPORT

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

     We have reviewed the accompanying consolidated balance sheet (unaudited) of
Park-Ohio Industries, Inc. and subsidiaries as of June 30, 2001, and the related
consolidated statements of operations (unaudited) for the three-month and
six-month periods ended June 30, 2001 and 2000, the consolidated statement of
shareholder's equity (unaudited) for the six-month period ended June 30, 2001
and the consolidated statements of cash flows (unaudited) for the six-month
periods ended June 30, 2001 and 2000. 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.

     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, 2000 and the related
consolidated statements of income, shareholder's equity, and cash flows for the
year then ended, not presented herein, and in our report dated March 26, 2001,
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, 2000, is fairly stated, in all material
respects, in relation to the consolidated balance sheet from which it is
derived.

                                          /s/ Ernst & Young LLP

Cleveland, Ohio
August 8, 2001

                                        11
<PAGE>   12

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
inter-company transactions have been eliminated in consolidation. The financial
information for the six and three-month periods ended June 30, 2001 is not
directly comparable on a period-to-period basis to the financial information for
the six and three-month periods ended June 30, 2000 due to a divestiture, and to
business interruption expenses relating to a fire at one of the company's rubber
plants. On June 30, 2000, the Company sold substantially all the assets of Kay
Home Products, for cash of approximately $9.2 million, recognizing a
non-operating loss of $15.3 million. In June 2000, the Company's Cicero Flexible
Products plant was destroyed in a fire. In the second half of 2000, the company
received interim insurance payments of $10.5 million, primarily reflecting the
replacement cost of fixed assets, and recognized a net gain of $5.2 million,
substantially composed of involuntary conversion gains. In the second quarter of
2001, the Company reached a final settlement of its insurance claim and received
a final insurance payment of $12.5 million. This payment offset all fire
insurance receivables. At June 30, 2001, the Company had $.7 million of accrued
fire-related expenses, which will be paid in the third quarter. In the first and
second quarters of 2001, the Company expensed $950 thousand and $900 thousand
respectively, of non-recurring business interruption costs which were not
covered by insurance.

OVERVIEW

     The Company has three operating segments: Integrated Logistics Solutions
("ILS"), Aluminum Products, and Manufactured Products. ILS is a leading
logistics provider of "Class C" 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 OEM's. The principal
customers of ILS are in the heavy duty truck, vehicle parts and accessories,
industrial equipment, electrical controls, HVAC, 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.

     Between 1993 and 2000, the Company grew significantly, both internally and
through acquisitions. Over this period, the Company's net sales increased at a
35% compounded annual growth rate ("CAGR"), from $94.5 million to $754.7
million, and income from continuing operations on a fully taxed basis, excluding
the 2000 effects of the sale of Kay Home Products and fire insurance gains,
increased at a 23% CAGR from $2.4 million to $10.3 million.

     Recent growth has been primarily attributable to the Company's strategy of
making selective acquisitions in order to complement internal growth.
Historically, the Company has acquired under-performing businesses with
potential for: (i) significant cost reductions through improved labor, supplier
and customer relations and increased purchasing power and (ii) revenue
enhancement due to better asset utilization and management practices, as well as
increased access to capital. The Company's internal growth has been driven
primarily by the addition of ILS customers under supply chain service agreements
and by the leveraging of existing customer relationships in the Aluminum and
Manufactured Products segments.

     Between January 1, 1994 and June 30, 2001, the Company's continuing
operations incurred $119.7 million of capital expenditures, the majority of
which was used to expand and upgrade existing manufacturing facilities, upgrade
equipment and enhance the Company's management information systems.

                                        12
<PAGE>   13

RESULTS OF OPERATIONS

First Half 2001 versus First Half 2000

     Net sales declined by $77.3 million, or 19%, from $410.9 million for the
first half of 2000 to $333.6 million for the first half of 2001. Organic sales
declined 16%, or $64.5 million, while sales decreased by $12.8 million due to
the divestiture of Kay Home Products. ILS net sales declined 14%, or $38.3
million, due primarily to shrinkage in heavy truck and other customer
industries. Aluminum Products net sales declined 36%, or $23.1 million. This
included a $9.9 million decrease relating to the ending of sales contracts at
Metalloy which were expected at the time of its purchase in 1999, and $2.8
million relating to the Company's decision to discontinue production of
low-volume non-automotive products, while the remainder, $10.4 million, resulted
from reductions in production releases from automotive customers. Manufactured
Products net sales decreased 20%, or $15.9 million, consisting of a $3.1 million
decrease in organic sales and a $12.8 million sales decrease due to the
divestiture.

     Gross profit declined by $20.8 million, or 28%, from $73.6 million for the
first half of 2000 to $52.8 million for the first half of 2001. Of this decline,
$17.7 million was attributable to the organic sales decreases and the remainder
to the divestiture. The Company's consolidated gross margin decreased to 15.8%
for the first six months of 2001 from 17.9% for the first six months of 2000.
This decline in consolidated gross margin was due to decreased margins in all
three segments. The decline in ILS gross margin related to reduced volumes
resulting in the allocation of fixed operational overheads over a smaller sales
base. For Aluminum Products, the decrease in gross margins related to the
allocation of fixed manufacturing overhead over a smaller production base. The
decrease in margins in the Manufactured Products segment resulted primarily from
the divestiture of Kay Home Products with its high first-half gross margin, and
secondarily from decreased production levels which allocated fixed overhead
costs over a smaller productive base.

     Selling, general and administrative ("SG&A") expenses decreased by 12%, or
$5.0 million, to $37.1 million for the first six months of 2001 from $42.3
million for the first six months of 2000. SG&A expenses were reduced by $3.0
million in response to declining sales from continuing operations and $2.0
million by the divestiture of Kay Home Products. SG&A expenses as a percentage
of net sales were 11.1% for the first six months of 2001 compared to 10.3% for
the first six months of 2000.

     Interest expense increased by $.6 million from $15.2 million in the first
half of 2000 to $15.8 million in the first half of 2001 due to higher average
debt outstanding during the current period. During the first six months of 2001,
the Company averaged outstanding borrowings of $357.7 million as compared to
$344.5 million for the corresponding period of the prior year. The $13.2 million
increase related primarily to increases in working capital. The average interest
rate was 8.84% for both the six months ended June 30, 2001 and June 30, 2000.

     The effective income tax rate for the six-month period ended June 30, 2001
was 46%, while, before considering the tax effect of the divestiture of Kay Home
Products, the effective income tax rate for the six-month period ended June 30,
2000 was 41%. This increase resulted from the tax-rate impact of permanent tax
items such as goodwill amortization given the significant reduction in pretax
income during the first half of 2001 as compared to the first half of 2000.

Second Quarter 2001 versus Second Quarter 2000

     Net sales decreased by $40.4 million, or 20%, from $204.5 million for the
second quarter of 2000 to $164.1 million for the second quarter of 2001. Organic
sales declined 17%, or $34.2 million, while sales decreased by $6.2 million due
to the divestiture of Kay Home Products. ILS net sales decreased 16%, or $21.4
million, due primarily to shrinkage in heavy truck and other customer
industries. Aluminum Products net sales declined 32%, or $10.0 million. This
included a $4.9 million decrease relating to the ending of sales contracts at
Metalloy which were expected at the time of its purchase in 1999, and $1.3
million relating to the Company's decision to discontinue production of
low-volume, non-automotive products, while the remainder, $3.8 million, resulted
from reductions in production releases from automotive customers. Manufactured

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<PAGE>   14

Products net sales declined by $9.0 million, consisting of a $2.8 million
decrease in organic sales and a $6.2 million sales decrease due to the
divestiture.

     Gross profit declined by $12.2 million, or 33%, from $37.3 million for the
second quarter of 2000 to $25.1 million for the second quarter of 2001. Of this
decline, $10.7 million was attributable to organic sales decreases and the
remainder to the divestiture. The Company's consolidated gross margin decreased
to 15.3% for the current quarter from 18.2% for the quarter ended June 30, 2000.
This decline in consolidated gross margin was due to decreased margins in all
three segments. The decline in ILS gross margin related to reduced volumes
resulting in the allocation of fixed operational overheads over a smaller sales
base. For Aluminum Products, the decrease in gross margins related to the
allocation of fixed manufacturing overhead over a smaller production base. The
decrease in margins in the Manufactured Products segment resulted primarily from
the divestiture of Kay Home Products with its high second quarter gross margin,
and secondarily from decreased production levels which allocated fixed overhead
costs over a smaller productive base.

     Selling, general and administrative ("SG&A") expenses decreased by 10%, or
$2.1 million, to $19.1 million for second quarter 2001 from $21.3 million for
second quarter 2000. SG&A expenses were reduced by $1.0 million in response to
declining sales from continuing operations and $1.1 million by the divestiture
of Kay Home Products. SG&A expenses as a percentage of net sales were 11.7% in
second quarter 2001 as compared to 10.5% in the same period of 2000.

     Interest expense increased by $.1 million from $7.7 million in second
quarter 2000 to $7.8 million in 2001 primarily due to higher average debt
outstanding during the current period. During the second quarter of 2001, the
Company averaged outstanding borrowings of $359.4 million as compared to $344.7
million for the corresponding period of the prior year. The $14.7 million
increase related primarily to increases in working capital. The average interest
rate of 8.73% for second quarter 2001 was 23 basis points lower than the average
rate of 8.96% for the corresponding period of 2000, primarily due to decreased
rates on the Company's revolving credit facility.

     The effective income tax rate for second quarter 2001 was 46%, while,
before considering the tax effect of the divestiture of Kay Home Products, the
effective income tax rate for second quarter 2000 was 41%. This increase
resulted from the tax-rate impact of permanent tax items such as goodwill
amortization given the significant reduction in pretax income during the first
half of 2001 as compared to the first half of 2000.

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 our 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 our business units.
This 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 levels of capital expenditures and credit availability.
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; raw material
                                        14
<PAGE>   15

availability and pricing; changes in the Company's 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 and tax rates; the
ability of the Company to meet various covenants, including financial covenants,
contained in its 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 our plans and
objectives will be achieved.

REVIEW BY INDEPENDENT ACCOUNTANTS

     The consolidated financial statements at June 30, 2001, and for the
three-month and six-month periods ended June 30, 2001 and 2000, have been
reviewed by Ernst & Young LLP, our independent accountants, and their report is
included herein.

                                        15
<PAGE>   16

                                    PART II
                               OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     The following exhibits are included herein:

           (4)  Second amendment, dated June 30, 2001, to the Credit and
                Security Agreement among Park-Ohio Industries, Inc. and various
                financial institutions

          (15)  Letter re: unaudited financial information

     The Company did not file any reports on Form 8-K during the three months
ended June 30, 2001.

                                        16
<PAGE>   17

                                   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
                                                Accounting and Financial
                                            Officer)

                                            Dated         August 13, 2001
                                               ---------------------------------

                                        17
<PAGE>   18

                                 EXHIBIT INDEX
                         QUARTERLY REPORT ON FORM 10-Q
                  PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES
                      FOR THE QUARTER ENDED JUNE 30, 2001

<Table>
<Caption>
EXHIBIT
-------
<C>        <S>
  (4)      Second amendment, dated June 30, 2001, to the Credit and
           Security Agreement among Park-Ohio Industries, Inc. and
           various financial institutions
 (15)      Letter re: unaudited financial information
</Table>

                                        18