<PAGE>
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM 10-Q


(Mark one)

[X]      Quarterly Report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the quarterly period ended April 30, 2002 or

[ ]      Transition Report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the transition period
         from                               to
             -----------------------------    ----------------------------------


                          COMMISSION FILE NUMBER 0-6050

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


<Table>
<S>                                                                        <C>
                           NEVADA                                                                88-0106100
-------------------------------------------------------------------        --------------------------------------------------------
(State or other jurisdiction of incorporation or organization)                        (I.R.S. Employer Identification No.)




           8550 Mosley Drive, Houston, Texas                                                     77075-1180
-------------------------------------------------------------------        -------------------------------------------------------
          (Address of principal executive offices)                                               (Zip Code)
</Table>


Registrant's telephone number, including area code  (713) 944-6900
                                                   ---------------

         Indicate by "X" 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
                                -----      -----

Common Stock, par value $.01 per share; 10,468,919 shares outstanding as of May
16, 2002.



<PAGE>



                    Powell Industries, Inc. and Subsidiaries

<Table>
<S>                                                                                                     <C>
Part I - Financial Information

      Item 1.      Condensed Consolidated Financial Statements...........................................3

      Item 2.      Management's Discussion and Analysis of
                      Financial Condition and
                      Results of Operations.............................................................11

      Item 3.      Quantitative and Qualitative Disclosures
                      About Market Risk.................................................................15

Part II - Other Information and Signatures..............................................................16
</Table>



                                       2
<PAGE>



                    POWELL INDUSTRIES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)


<Table>
<Caption>
                                                                                          APRIL 30,       OCTOBER 31,
                                                                                            2002             2001
                                                                                        -------------    -------------
ASSETS                                                                                   (UNAUDITED)
<S>                                                                                     <C>              <C>
Current Assets:
     Cash and cash equivalents ......................................................   $      13,933    $       6,520
     Accounts receivable, less allowance for doubtful accounts of
         $601 and $551, respectively ................................................          57,438           76,592
     Costs and estimated earnings in excess of billings .............................          32,462           36,164
     Inventories ....................................................................          24,500
                                                                                                                21,425
     Deferred income taxes and income taxes receivable ..............................               0            1,043
     Prepaid expenses and other current assets ......................................           1,892              835
                                                                                        -------------    -------------
         Total Current Assets .......................................................         130,225          142,579

Property, plant and equipment, net ..................................................          44,200           37,409
Deferred income taxes ...............................................................           1,089            1,064
Other assets ........................................................................           5,669            5,309
                                                                                        -------------    -------------
         Total Assets ...............................................................   $     181,183    $     186,361
                                                                                        =============    =============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
     Current maturities of long-term debt ...........................................   $       1,429    $       1,429
     Accounts and income taxes payable ..............................................          16,910           18,857
     Accrued salaries, bonuses and commissions ......................................           7,999            9,670
     Billings in excess of costs and estimated earnings .............................          13,236           14,858
     Accrued product warranty .......................................................           2,389            1,860
     Other accrued expenses .........................................................           7,387            6,924
                                                                                        -------------    -------------
         Total Current Liabilities ..................................................          49,350           53,598

Long-term debt, net of current maturities ...........................................          11,571           21,285
Deferred compensation expense .......................................................           1,509            1,404
Other liabilities ...................................................................             562              705
                                                                                        -------------    -------------
         Total Liabilities ..........................................................          62,992           76,992

Commitments and contingencies

Stockholders' Equity:
     Preferred stock, par value $.01; 5,000,000 shares authorized; none issued
     Common stock, par value $.01; 30,000,000 shares authorized; 10,965,000 and
       10,964,000 shares issued, respectively .......................................             109              109
     Additional paid-in capital .....................................................           8,882            8,680
     Retained earnings ..............................................................         116,215          107,967
     Treasury stock, 503,000 shares and 530,000 shares respectively, at cost ........          (4,690)          (4,887)
     Accumulated other comprehensive income (loss): fair value of interest rate swap              (93)            (140)
     Deferred compensation-ESOP .....................................................          (2,232)          (2,360)
                                                                                        -------------    -------------

         Total Stockholders' Equity .................................................         118,191          109,369
                                                                                        -------------    -------------

         Total Liabilities and Stockholders' Equity .................................   $     181,183    $     186,361
                                                                                        =============    =============
</Table>


         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.



                                       3
<PAGE>



                    POWELL INDUSTRIES, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)


<Table>
<Caption>
                                                                                         THREE MONTHS ENDED APRIL 30,
                                                                                            2002            2001
                                                                                        -------------   -------------
<S>                                                                                     <C>             <C>
Revenues ............................................................................   $      80,286   $      68,719

Cost of goods sold ..................................................................          63,019          54,493
                                                                                        -------------   -------------

Gross profit ........................................................................          17,267          14,226

Selling, general and administrative expenses ........................................           9,917           9,261
                                                                                        -------------   -------------

Earnings before interest and income taxes ...........................................           7,350           4,965

Interest expense (income), net ......................................................             263              91
                                                                                        -------------   -------------

Earnings before income taxes ........................................................           7,087           4,874

Income tax provision ................................................................           2,573           1,753
                                                                                        -------------   -------------

Net earnings ........................................................................   $       4,514   $       3,121
                                                                                        =============   =============

Net earnings per common share:

   Basic ............................................................................   $        0.43   $        0.30
   Diluted ..........................................................................            0.42            0.30

Weighted average number of common shares outstanding ................................          10,457          10,343
                                                                                        =============   =============

Weighted average number of common and common equivalent shares outstanding ..........          10,685          10,475
                                                                                        =============   =============
</Table>




         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.



                                       4
<PAGE>



                    POWELL INDUSTRIES, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)


<Table>
<Caption>
                                                                                         SIX MONTHS ENDED APRIL 30,
                                                                                            2002            2001
                                                                                        -------------   -------------
<S>                                                                                     <C>             <C>
Revenues ............................................................................   $     156,773   $     123,870

Cost of goods sold ..................................................................         123,915          98,430
                                                                                        -------------   -------------

Gross profit ........................................................................          32,858          25,440

Selling, general and administrative expenses ........................................          19,338          17,614
                                                                                        -------------   -------------

Earnings before interest and income taxes ...........................................          13,520           7,826

Interest expense (income), net ......................................................             568              78
                                                                                        -------------   -------------

Earnings before income taxes ........................................................          12,952           7,748

Income tax provision ................................................................           4,703           2,743
                                                                                        -------------   -------------

Net earnings ........................................................................   $       8,249   $       5,005
                                                                                        =============   =============

Net earnings per common share:

   Basic ............................................................................   $        0.79   $        0.48
   Diluted ..........................................................................            0.77            0.48

Weighted average number of common shares outstanding ................................          10,452          10,330
                                                                                        =============   =============

Weighted average number of common and common equivalent shares outstanding ..........          10,676          10,479
                                                                                        =============   =============
</Table>


         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.



                                       5
<PAGE>



                    POWELL INDUSTRIES, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                                     SIX MONTHS ENDED APRIL 30,
                                                                                       2002              2001
                                                                                   -------------    -------------
<S>                                                                                <C>              <C>
Operating Activities:
     Net earnings ..............................................................   $       8,249    $       5,005
     Adjustments to reconcile net earnings to net cash provided by (used in)
       operating activities:
         Depreciation and amortization .........................................           2,315            2,204
         Loss on disposition of assets .........................................              30                7
         Deferred income tax provision (benefit) ...............................             (24)            (214)
         Postretirement benefits liability .....................................            (144)              (4)
         Changes in operating assets and liabilities:
              Accounts receivable, net .........................................          19,153           (2,843)
              Costs and estimated earnings in excess of billings ...............           3,702           (4,360)
              Inventories ......................................................          (3,075)          (4,376)
              Prepaid expenses and other current assets ........................          (1,057)             (58)
              Other assets .....................................................            (460)             (61)
              Accounts payable and income taxes payable or receivable ..........            (904)            (702)
              Accrued liabilities ..............................................            (631)             683
              Billings in excess of costs and estimated earnings ...............          (1,622)           3,551
              Deferred compensation expense ....................................             234              196
                                                                                   -------------    -------------

                  Net cash provided by (used in) operating activities ..........          25,766             (972)
Investing Activities:
     Purchases of property, plant and equipment ................................          (9,037)          (2,456)
                                                                                   -------------    -------------
                  Net cash used in investing activities ........................          (9,037)          (2,456)
                                                                                   -------------    -------------

Financing Activities:
     Borrowings on revolving line of credit ....................................              --           11,750
     Repayments on revolving line of credit ....................................          (9,000)          (8,750)
     Repayments of long-term debt ..............................................            (714)            (714)
     Payments to reacquire common stock ........................................               0             (267)
     Exercise of stock options .................................................             398              388
                                                                                   -------------    -------------
                  Net cash provided by (used in) financing activities ..........          (9,316)           2,407
                                                                                   -------------    -------------

Net increase (decrease) in cash and cash equivalents ...........................           7,413           (1,021)
Cash and cash equivalents at beginning of period ...............................           6,520            2,114
                                                                                   -------------    -------------

Cash and cash equivalents at end of period .....................................   $      13,933    $       1,093
                                                                                   =============    =============

Supplemental disclosure of cash flow information (in thousands):

     Cash paid during the period for:
         Interest ..............................................................   $         348    $         336

         Income taxes ..........................................................   $         500    $       1,600
</Table>



         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.



                                       6
<PAGE>



Part I
     Item 1


                    POWELL INDUSTRIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


A. BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements have
     been prepared in accordance with the instructions of Form 10-Q and, in the
     opinion of management, reflect all adjustments which are of a normal
     recurring nature necessary for a fair presentation of financial position,
     results of operations, and cash flows. These financial statements should be
     read in conjunction with the financial statements and notes thereto
     included in the Company's October 31, 2001 annual report on Form 10-K.


     New Accounting Policies

     On June 30, 2001 the Financial Accounting Standards Board ("FASB") adopted
     Statement of Financial Accounting Standards ("SFAS") Nos. 141 "Business
     Combinations" and 142 "Goodwill and Other Intangible Assets". SFAS Nos. 141
     and 142 are effective for fiscal years beginning after December 15, 2001.
     The Company plans to adopt these statements effective November 1, 2002.
     SFAS No. 141 requires that all business combinations completed after June
     30, 2001, be accounted for using the purchase method. The Company does not
     believe that the effect on its financial statements of the adoption of SFAS
     No. 141 will be material. SFAS No. 142 requires that goodwill no longer be
     amortized but be subject to an annual assessment for impairment based on a
     fair value test. In addition, acquired intangible assets are required under
     SFAS No. 142 to be separately recognized if the benefit of the asset is
     based on contractual or legal rights. The Company will adopt the standard
     on November 1, 2002. The Company is evaluating the impact of SFAS No. 142
     on its financial statements. Goodwill amortization for six months ended
     April 30, 2002 was $72,000, which had no impact on earnings per diluted
     share for the period.

     In August 2001, the FASB issued SFAS No. 144, "Accounting for the
     Impairment or Disposal of Long-Lived Assets." SFAS No. 144 supercedes SFAS
     No. 121, "Accounting for the Impairment of Long-Lived Assets and for
     Long-Lived Assets to be Disposed of." SFAS No. 144 establishes a single
     accounting model for long-lived assets to be disposed of by sale and
     requires that these long-lived assets be measured at the lower of carrying
     amount or fair value less cost to sell, whether reported in continuing
     operations or in discontinued operations. SFAS No. 144 is effective for
     fiscal years beginning after December 15, 2001. The Company will adopt this
     standard on November 1, 2002, and is in the process of assessing the impact
     that the adoption of this standard will have on its financial position and
     results of operations.



                                       7
<PAGE>


B. DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS

         Activity in the Company's allowance for doubtful accounts receivable
consists of the following (in thousands):


<Table>
<Caption>
                                                                                              April 30,     October 31,
                                                                                                2002           2001
                                                                                             -----------    -----------
                                                                                             (unaudited)
<S>                                                                                          <C>            <C>
              Balance at beginning of period .............................................   $       551    $       505
              Additions to costs and expenses ............................................           116             62
              Deductions for uncollectible accounts written off, net of recoveries .......           (66)           (16)
                                                                                             -----------    -----------
              Balance at end of period ...................................................   $       601    $       551
                                                                                             ===========    ===========
</Table>

         The components of inventories are summarized below (in thousands):

<Table>
<Caption>
                                                                                              April 30,    October 31,
                                                                                                2002          2001
                                                                                             -----------   -----------
                                                                                             (unaudited)
<S>                                                                                          <C>           <C>
              Raw materials, parts and subassemblies .....................................   $    17,097   $    15,186
              Work-in-process ............................................................         7,403         6,239
              Total inventories ..........................................................   $    24,500   $    21,425
                                                                                             ===========   ===========
</Table>


         Property, plant and equipment is summarized below (in thousands):

<Table>
<Caption>
                                                                                              April 30,     October 31,
                                                                                                2002           2001
                                                                                             -----------    -----------
                                                                                             (unaudited)
<S>                                                                                          <C>            <C>
              Land .......................................................................   $     5,391    $     5,232
              Buildings and improvements .................................................        30,990         30,952
              Machinery and equipment ....................................................        33,102         31,559
              Furniture & fixtures .......................................................         2,764          3,829
              Construction in process ....................................................        13,204          4,985
                                                                                             -----------    -----------
                                                                                                  85,451         76,557
              Less-accumulated depreciation ..............................................       (41,251)       (39,148)
                                                                                             -----------    -----------
              Total property, plant and equipment, net ...................................   $    44,200    $    37,409
                                                                                             ===========    ===========
</Table>


         The components of cost and estimated earnings in excess of billings (in
thousands):

<Table>
<Caption>
                                                                                              April 30,     October 31,
                                                                                                2002            2001
                                                                                             -----------    -----------
                                                                                             (unaudited)
<S>                                                                                          <C>            <C>
              Costs and estimated earnings ...............................................   $   152,192    $   156,822
              Progress billings ..........................................................      (119,730)      (120,658)
                                                                                             -----------    -----------
              Total costs and estimated earnings in excess of billings ...................   $    32,462    $    36,164
                                                                                             ===========    ===========
</Table>


         The components of billings in excess of cost and estimated earnings (in
thousands):

<Table>
<Caption>
                                                                                              April 30,     October 31,
                                                                                                2002            2001
                                                                                             -----------    -----------
                                                                                             (unaudited)
<S>                                                                                          <C>            <C>
              Progress billings ..........................................................   $   139,517    $   111,963
              Costs and estimated earnings ...............................................      (126,281)       (97,105)
                                                                                             -----------    -----------
              Total billings in excess of costs and estimated earnings ...................   $    13,236    $    14,858
                                                                                             ===========    ===========
</Table>




                                       8
<PAGE>



C. EARNINGS PER SHARE

     The following table sets forth the computation of basic and diluted
     earnings per share (in thousands, except per share data):

<Table>
<Caption>
                                                                       Three Months Ended April 30,   Six Months Ended April 30,
                                                                             2002         2001          2002          2001
                                                                         -----------   -----------   -----------   -----------
                                                                                (unaudited)                  (unaudited)
<S>                                                                      <C>           <C>           <C>           <C>
     Numerator:
         Numerator for basic and diluted earnings per
          share-earnings from operations
           available to common stockholders ..........................   $     4,514   $     3,121   $     8,249   $     5,005
                                                                         ===========   ===========   ===========   ===========
     Denominator:
         Denominator for basic earnings per share-
          weighted average shares ....................................        10,457        10,343        10,452        10,330
         Effect of dilutive securities-employee stock options ........           228           132           224           149
                                                                         -----------   -----------   -----------   -----------
         Denominator for diluted earnings per share-
          adjusted weighted-average shares with assumed
           conversions ...............................................        10,685        10,475        10,676        10,479
                                                                         ===========   ===========   ===========   ===========

     Basic earnings per share ........................................   $      0.43   $      0.30   $      0.79   $      0.48
                                                                         ===========   ===========   ===========   ===========
     Diluted earnings per share ......................................   $      0.42   $      0.30   $      0.77   $      0.48
                                                                         ===========   ===========   ===========   ===========
</Table>

     For the quarters ended April 30, 2002 and 2001 there were no exercisable
     stock options excluded from the computation of diluted earnings per share
     because the options' exercise prices were greater that the average market
     price of the Company's common stock.


D. COMPREHENSIVE INCOME

     The Company adopted SFAS No. 133 as amended on November 1, 2000.
     Accordingly on that date, the Company recorded an asset of $192,000
     representing the fair value of its interest rate swap agreement, which is
     used by the Company in the management of interest rate exposure. The
     Company also realized this amount as a component of comprehensive income.
     The Company's comprehensive income, which encompasses net income and the
     change in fair value of hedge instruments, is as follows (in thousands):

<Table>
<Caption>
                                                      Three Months Ended April 30,      Six Months Ended April 30,
                                                          2002           2001             2002             2001
                                                     -------------   -------------    -------------   -------------
                                                              (unaudited)                       (unaudited)
<S>                                                  <C>             <C>              <C>             <C>
     Net income ..................................   $       4,514   $       3,121    $       8,249   $       5,005
     Initial adoption of SFAS 133 ................              --             192               --             192
     Change in fair value of hedge instrument ....              12             (56)              47            (232)
                                                     -------------   -------------    -------------   -------------
     Comprehensive income ........................   $       4,526   $       3,257    $       8,296   $       4,965
                                                     =============   =============    =============   =============
</Table>


E. BUSINESS SEGMENTS

     The Company has three reportable segments: Switchgear and related equipment
     and service (Switchgear) for the distribution, control and management of
     electrical energy, Bus duct products (Bus Duct) for the distribution of
     electric power, and Process Control Systems which consists principally of
     instrumentation, computer control, communications and data management
     systems for the control of dynamic processes.

     The tables below reflect certain information relating to the Company's
     operations by segment. Substantially all revenues represent sales to
     unaffiliated customers. The accounting policies of the segments are the
     same as those described in the summary of significant accounting policies
     as discussed in the Company's annual report on Form 10-K for the year ended
     October 31, 2001.



                                       9
<PAGE>



     For purposes of this presentation, all general corporate expenses have been
     allocated among operating segments based primarily on revenues. In
     addition, the corporate assets are mainly cash and cash equivalents
     transferred to the corporate office from the segments. Interest charges and
     credits to the segments from the corporate office are based on use of
     funds.

     The required disclosures for the business segments are set forth below (in
thousands):

<Table>
<Caption>
                                                                    Three Months Ended April 30,     Six Months Ended April 30,
                                                                        2002             2001           2002             2001
                                                                   -------------    -------------   -------------    -------------
                                                                            (unaudited)                      (unaudited)
<S>                                                                <C>              <C>             <C>              <C>
     Revenues:
        Switchgear .............................................   $      65,535    $      50,831   $     127,298    $      90,354
        Bus Duct ...............................................           9,569           10,842          18,933           20,004
     Process Control Systems ...................................           5,182            7,046          10,542           13,512
                                                                   -------------    -------------   -------------    -------------
     Total Revenues ............................................   $      80,286    $      68,719   $     156,773    $     123,870
                                                                   =============    =============   =============    =============
     Earnings from operations before income taxes:
        Switchgear .............................................   $       5,895    $       3,004   $      10,459    $       4,152
        Bus Duct ...............................................           1,424            1,748           2,502            3,381
        Process Control Systems ................................            (232)             122              (9)             215
                                                                   -------------    -------------   -------------    -------------
     Total earnings from operations before income taxes ........   $       7,087    $       4,874   $      12,952    $       7,748
                                                                   =============    =============   =============    =============
</Table>


<Table>
<Caption>
                                                  April 30,      October 31,
                                                    2002            2001
                                                -------------   -------------
                                                         (unaudited)
<S>                                             <C>             <C>
     Assets
        Switchgear ..........................   $     124,210   $     134,872
        Bus Duct ............................          21,775          21,576
        Process Control Systems .............          16,077          17,579
        Corporate ...........................          19,121          12,334
                                                -------------   -------------

     Total Assets ...........................   $     181,183   $     186,361
                                                =============   =============
</Table>



                                       10
<PAGE>



Part I
  Item 2

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                         FINANCIAL CONDITION AND RESULTS
                                  OF OPERATIONS


FORWARD-LOOKING STATEMENT

Any forward-looking statements contained in this Form 10-Q are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Investors are cautioned that such forward-looking statements involve risks
and uncertainty; in that, actual results may differ materially from those
projected in the forward-looking statements. These risks and uncertainties
include, without limitation, difficulties which could arise in obtaining
materials or components in sufficient quantities as needed for the Company's
manufacturing and assembly operations, unforeseen political or economic problems
in countries to which the Company exports its products in relation to the
Company's principal competitors, any significant decrease in the Company's
backlog of orders, any material employee relations problems, or any material
litigation or claims made against the Company, as well as general market
conditions, competition and pricing.

CRITICAL ACCOUNTING POLICIES

In response to the Security and Exchange Commission Release No. 33-8040,
"Cautionary Advice Regarding Disclosure About Critical Accounting Policies," the
Company has identified the accounting principles which it believes are most
critical to the Company's reported financial status by considering accounting
policies that involve the most complex or subjective decisions or assessments.
Management identified the Company's most critical accounting policies to be
those related to the percentage-of-completion revenue recognition method.
Revenue from construction and certain production contracts are recognized in
accordance with the American Institute of Certified Public Accountants Statement
of Position 81-1 "Accounting for Performance of Construction-Type and Certain
Production-Type Contracts". Percentage-of-completion for contracts is measured
principally by the percentage of costs incurred and accrued to date for each
contract compared to the estimated total costs for such contract for the year.
Contracts are generally considered to be substantially complete upon acceptance
by the customer. Changes in job performance, job conditions, estimated contract
costs and profitability may result in revisions in the period in which the
revisions are determined. Provisions for total estimated losses on uncompleted
contracts are made in the period in which such losses are determined.

RESULTS OF OPERATIONS

The following table sets forth, as a percentage of revenues, certain items from
the Condensed Consolidated Statements of Operations.

<Table>
<Caption>
                                                             April 30, 2002                   April 30, 2001
                                                     ------------------------------    ------------------------------
                                                      Three Months      Six Months     Three Months      Six Months
                                                         Ended            Ended           Ended             Ended
                                                     -------------    -------------    -------------    -------------
<S>                                                  <C>              <C>              <C>              <C>
     Revenues                                                100.0%           100.0%           100.0%           100.0%
     Gross profit                                             21.5             21.0             20.7             20.5
     Selling, general and administrative
       expenses                                               12.4             12.3             13.5             14.2
     Interest expense, net                                     0.3              0.4              0.1              0.1
     Earnings from operations before income
       taxes                                                   8.8              8.3              7.1              6.3
     Income tax provision                                      3.2              3.0              2.6              2.3
     Net earnings                                              5.6              5.3              4.5              4.0
</Table>



                                       11
<PAGE>



The following table sets forth the percentage of total revenues attributable to
each business segment:


<Table>
<Caption>
                                                      April 30, 2002                   April 30, 2001
                                              ------------------------------    ------------------------------
                                               Three Months     Six Months      Three Months       Six Months
                                                  Ended            Ended           Ended              Ended
                                              -------------    -------------    -------------    -------------
<S>                                           <C>              <C>              <C>              <C>
     Revenues:
          Switchgear                                     82%              81%              74%              73%
          Bus Duct                                       12%              12%              16%              16%
          Process Control Systems                         6%               7%              10%              11%
                                              -------------    -------------    -------------    -------------
             Total                                      100%             100%             100%             100%
</Table>


Revenues for the quarter ended April 30, 2002 were up 16.8 percent to
$80,286,000 from $68,719,000 in the second quarter of last year. The increase in
revenues for the quarter was attributed to the Switchgear products segment
experiencing an increased demand for our products and services from the domestic
electric utility markets both public and private. Revenues for the six months
ended April 30, 2002, were up 26.6 percent to $156,773,000 from $123,870,000.
The increase in revenues for the six months was attributed to the Switchgear
products segment experiencing an increased demand for our products and services
from the domestic electric utility markets both public and private. This
increase was partially offset by lower revenues from the Process Control segment
due to a shift of value added professional work which has less pass through
charges.

Gross profit, as a percentage of revenues, was 21.5 percent and 20.7 percent for
the quarter ended April 30, 2002 and 2001, respectively. The higher percentages
for the quarter were mainly due to increased margins for Switchgear products and
the benefits of lean manufacturing techniques. Gross profit, as a percentage of
revenues, was 21.0 percent and 20.5 percent for the six months ended April 30,
2002 and 2001, respectively. The slightly higher percentages for the six months
were mainly due to price stabilization for Switchgear products and increased
margins from Bus Duct products as well as the benefits of lean manufacturing
techniques. This is partially offset by lower margins for the Process Control
segment due to costs being expensed on contracts awaiting change orders.

Selling, general and administrative expenses as a percentage of revenues were
12.4 percent and 13.5 percent for the quarter ended April 30, 2002 and 2001,
respectively. The lower percentages for the quarter were due to lower salaries
and selling expenses, partially offset by increasing medical benefits. Selling,
general and administrative expenses as a percent of revenues were 12.3 percent
and 14.2 percent for the six months ended April 30, 2002 and 2001, respectively.
The lower percentages for the six months were due to lower salaries, selling
expenses and legal expenses.

Interest expense (income) is shown in the following schedule (in thousands):

<Table>
<Caption>
                                    April 30, 2002                     April 30, 2001
                            ------------------------------    ------------------------------
                             Three Months     Six Months       Three Months      Six Months
                                Ended            Ended            Ended            Ended
                            -------------    -------------    -------------    -------------
<S>                         <C>              <C>              <C>              <C>
     Expense ............   $         320    $         676    $         180    $         286
     Income .............             (57)            (108)             (89)            (208)
                            -------------    -------------    -------------    -------------
     Net ................   $         263    $         568    $          91    $          78
                            =============    =============    =============    =============
</Table>


Interest expense for the second quarter of 2002 and 2001 was primarily related
to bank notes payable at rates between 1.5 percent and 5.2 percent. Sources of
the interest income were related to notes receivable and short-term investment
of available funds at various rates between 0.8 percent and 7.0 percent.

Income tax provision is represented by an effective tax rate on earnings of 36.3
percent and 36.0 percent for the quarters ended April 30, 2002 and 2001,
respectively. The increase was due to lower estimated foreign sales corporation
credits because of lower export sales compared to the prior year. The effective
tax rate on earnings was 36.3 percent and 35.4 percent for the six-months ended
April 30, 2002 and 2001, respectively. This increase for the six months was also
due to lower estimated foreign sales corporation credits because of lower export
sales compared to the prior year.

Net earnings were $4,514,000 or $0.42 per diluted share for the second quarter
of fiscal 2002, an increase of 44.6 percent from $3,121,000 or $0.30 per diluted
share for the same period last year. The increase was mainly due to higher
volume and gross margins in the Switchgear segment. This is partially offset by
lower earnings for the Process Control segment due to costs being expensed on
contracts


                                       12
<PAGE>
awaiting change orders. Net earnings were $8,249,000 or $0.77 per diluted share
for the first six months of fiscal 2002, an increase of 64.8 percent from
$5,005,000 or $0.48 per diluted share for the same period last year. The
increase was also due to significantly higher volume and increased gross margins
in the Switchgear segment.

Backlog at April 30, 2002 was $221,722,000 compared to $213,349,000 and
$208,938,000 at January 31, 2002, and at October 31, 2001, respectively, an
increase of $8,373,000 for the three months and $12,784,000 for the six months.
The increase in backlog was primarily in the Switchgear segment due to increased
bookings from the domestic electric utility markets both public and private.
This was partially offset by lower demand in the Bus Duct segment.

The following table sets forth the value of total backlog attributable to each
business segment (in thousands):

<Table>
<Caption>
                                    April 30,      January 31,     October 31,
                                      2002           2002             2001
                                 -------------   -------------   -------------
<S>                              <C>             <C>             <C>
     Switchgear ..............   $     153,083   $     145,905   $     137,361
     Bus Duct ................          24,816          25,952          30,232
     Process Control .........          43,823          41,492          41,345
                                 -------------   -------------   -------------
          Total ..............   $     221,722   $     213,349   $     208,938
                                 =============   =============   =============
</Table>


LIQUIDITY AND CAPITAL RESOURCES

The Company's ability to satisfy its cash requirements is evaluated by analyzing
key measures of liquidity applicable to the Company. The following table is a
summary of the measures which are significant to management:

<Table>
<Caption>
                                                  April 30,       October 31,
                                                    2002             2001
                                                -------------   -------------
<S>                                             <C>             <C>
     Working Capital                            $  80,875,000   $  88,981,000
     Current Ratio                                  2.64 to 1       2.66 to 1
     Long-term Debt to Capitalization                 .1 to 1         .2 to 1
</Table>


Management believes that the Company continues to maintain a strong liquidity
position. The $8,106,000 decrease in working capital during the six months ended
April 30, 2002 reflects the Company's effort to reduce investment in trade
accounts receivable.

Cash and cash equivalents increased by $9,375,000 during the three months ended
April 30, 2002, primarily through earnings and collections on accounts
receivable. The primary use of cash during this period was to fund investing
activities and reduce net borrowings on the revolving line of credit.

On April 30, 2001, the Board of Directors approved the Company's planned plant
expansion in the Chicago operations of the Bus Duct segment. The Company expects
to invest a total of approximately $9.0 million during fiscal 2001 and 2002 on
this project. Approximately $8,400,000 has been expended to date. On June 15,
2001, the Board of Directors approved planned plant expansion in the North
Canton, Ohio and Houston, Texas operations of the Switchgear segment. The
Company expects to invest a total of approximately $8.6 million during fiscal
2002 on this project. Approximately $4,000,000 has been expended to date.

In September 1998, the Company amended a revolving line of credit agreement with
a major domestic bank. The amendment provided for a $10,000,000 term loan and a
revolving line of credit of $20,000,000. The term of the loan was five years
with nineteen equal quarterly payments of $357,143 and a final payment of the
remaining principal balance on September 30, 2003. The effective interest rate,
after including an interest rate swap negotiated with the trust company of the
same domestic bank, is 5.2 percent per annum plus a .75 to 1.25 percent fee
based on financial covenants. In December 1999 the revolving line of credit was
amended to reduce the revolving line of credit to $15,000,000. In October 2001,
the credit agreement was amended and restated to increase the revolving line of
credit to $25,000,000 and to extend the maturity date to February 28, 2003. As
of April 30, 2002 the Company had no outstanding borrowings on this line of
credit.

A Company subsidiary ("Borrower") borrowed $8 million on October 25, 2001,
through a loan agreement funded with proceeds from certain tax-exempt industrial
development revenue bonds ("Bonds"). The Bonds were issued by the Illinois
Development Finance Authority and are to be used strictly for the completion of
the Company's Northlake, Illinois production facility. A reimbursement agreement
between the Borrower and a major U.S. bank, required an issuance by the bank of
an irrevocable direct-pay letter of credit to the Bonds' trustee that guarantees
payment of the Bonds' principal and interest when due. The letter of credit
terminates on October 25, 2004,

                                       13
<PAGE>



and is subject to both early termination and extension provisions customary to
such agreements. The Bonds mature in 2021, but the reimbursement agreement
requires Borrower to provide for redemption of one twentieth of the par amount
of the Bonds on October 25, 2002, and each subsequent anniversary. A sinking
fund equal to one twentieth of the total Bonds outstanding will be funded by the
Company each year for redemption of the Bonds. The Bonds bear interest at a
floating rate determined weekly by the Bonds' remarketing agent, which was the
underwriter for the Bonds and is an affiliate of the bank.

The Company had a stock repurchase plan under which the Company was authorized
to spend up to $5,000,000 for purchases of its common stock. Pursuant to this
plan, the Company repurchased 530,100 shares of its common stock at an aggregate
cost of approximately $4,887,000 through April 30, 2001. Repurchased shares were
added to treasury stock and 27,350 have been used this fiscal year for issuance
under the Company's employee stock option plan. No additional shares will be
purchased under this plan.

The Company believes the current credit facilities, coupled with the Company's
additional borrowing capacity, along with cash generated from operations, will
be sufficient to fund the Company's current operations, internal growth and
possible acquisitions.

OTHER COMMITMENTS

The Company has other commitments, as is common in our industry, which are not
entered into our Balance Sheet and expose the company to increased financial
risks. Significant off balance sheet transactions include liabilities associated
with noncancelable operating leases, letter of credit obligations and surety
guarantees.

Non-cancelable operating leases are entered into for certain offices,
facilities, equipment and vehicles that are not owned and require monthly lease
rental fees. At the end of the lease, there is no further obligation to the
lessor and many leases have cancellation and termination clauses prior to
reaching the end of the lease. A cancelled or terminated lease may contain fees
for canceling before reaching the final termination date. This amount is
typically the difference between the fair market value of the leased asset and
the implied book value of the leased asset as determined in accordance with the
lease agreement.

At April 30, 2002, the minimum annual rental commitments under leases having
terms in excess of one year and annual maturities of long-term debt and capital
obligations are as follows (in thousands):

<Table>
<Caption>
     Year Ending                                  Operating     Debt & Capital
     October 31                                     Leases       Obligations
     ----------------------------------------   -------------   -------------
<S>                                             <C>             <C>
        2002 ................................           1,559             714
        2003 ................................             870           4,286
        2004 ................................             655              --
        2005 ................................             450              --
        2006 ................................             295              --
        Thereafter ..........................             294           8,000
                                                -------------   -------------
        Total lease commitments/debt
             and capital obligations ........   $       4,123   $      13,000
                                                =============   =============
</Table>


Certain customers require us to post a bank letter of credit guarantee or
performance bonds issued by a surety. These assure our customers that we will
perform under terms of our contract and with associated vendors and
subcontractors. In the event of default the customer may demand payment from the
bank under a letter of credit or performance by the surety under a performance
bond. To date there have been no significant expenses related to either for the
periods reported. The Company is contingently liable for secured and unsecured
letters of credit of $12,212,000 as of April 30, 2002. The Company also had
performance bonds totaling approximately $165,346,000 that were outstanding at
April 30, 2002.

The previous discussion should be read in conjunction with the consolidated
financial statements.



                                       14
<PAGE>



Part 1
     Item 3

           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


The Company's financial instruments include cash and equivalents, accounts
receivable, accounts payable, debt obligations and an interest rate swap. The
book value of cash and cash equivalents, accounts receivable and accounts
payable are considered to be representative of fair value because of the short
maturity of these instruments. The Company believes that the carrying value of
its borrowings under the credit agreement approximates their fair value as they
bear interest at rates indexed to the bank's interbank offered rate. The
Company's accounts receivable are not concentrated in one customer or one
industry and are not viewed as an unusual credit risk. The Company had recorded
an allowance for doubtful accounts of $601,000 at April 30, 2002 and $551,000 at
October 31, 2001, respectively, which management believes is adequate.

The interest rate swap agreement, which is used by the Company in the management
of interest rate exposure, is accounted for on the accrual basis. Income and
expense resulting from this agreement is recorded in the same category as
interest expense accrued on the related term note. Amounts to be paid or
received under the interest rate swap agreement are recognized as adjustments to
interest expense in the periods in which they occur.

At April 30, 2002 the Company had $5,000,000 in borrowings subject to the
interest rate swap at a rate of 5.20 percent through September 30, 2003. The
5.20 percent rate is currently approximately 3.3 percent above market and should
represent approximately $165,000 of increased interest expense for fiscal year
2002 assuming the current market interest rates do not change. The approximate
fair value of the swap agreement at April 30, 2002 is ($93,000). The fair value
is the estimated amount the Company would pay to terminate the contract. The
agreements require that the Company pay the counterparty at the above fixed swap
rate and require the counterparty to pay the Company interest at the 90 day
LIBOR rate. The closing 90 day LIBOR rate on April 30, 2002 was 1.9 percent.




                                       15
<PAGE>



Part II


                                OTHER INFORMATION


     ITEM 1. Legal Proceedings

          The Company is a party to disputes arising in the ordinary course of
          business. Management does not believe that the ultimate outcome of
          these disputes will materially affect the financial position of
          results of operations of the Company.

     ITEM 2. Changes in Securities and Use of Proceeds

          None

     ITEM 3. Defaults Upon Senior Securities

          Not applicable

     ITEM 4. Submission of Matters to a Vote of Security Holders

          At the annual meeting of stockholders of the Company held on March 15,
          2002, Ronald Wolny and Eugene L. Butler were elected as directors of
          the Company with terms ending in 2005. The directors continuing in
          office after the meeting are Thomas W. Powell, Lawrence R. Tanner,
          Joseph L. Becherer. Steven W. Seale, Jr., Eugene L. Butler, and Robert
          C. Tranchon. As to each nominee for director, the number of votes cast
          for or withheld, as well as the number of abstentions and broker
          non-votes, were as follows:

<Table>
<Caption>
             Nominee                 Votes Cast for    Votes Cast Against    Votes Withheld    Abstentions       Non-Votes
             -------                 --------------    ------------------    --------------    -----------       ---------
<S>                                  <C>               <C>                   <C>               <C>               <C>
          Eugene L Butler               9,784,350            29,350                ---             ---            643,494
          Ronald J. Wolny               9,784,350            29,350                ---             ---            643,494
</Table>

          At the annual meeting, the stockholders also approved and ratified the
          actions of the directors and officers of the Company during fiscal
          2001 as the acts of the Company. The number of votes cast for,
          against, or withheld, as well as the number of abstentions and broker
          non-votes, with respect to such matter was as follows:

<Table>
<Caption>
          Votes Cast for        Votes Cast Against              Votes Withheld           Abstentions          Non-Votes
          --------------        ------------------              --------------           -----------          ---------
<S>                             <C>                             <C>                      <C>                  <C>
             9,813,700                  ---                             ---                  ---               643,494
</Table>

          Also at the annual meeting, the stockholders approved the Company's
          Non Employee Directors Stock Option Plan, as amended by the Company's
          Board of Directors on January 18, 2002. The number of votes cast for,
          against or withheld, as well as the number abstentions and broker
          non-votes, with respect to such matter was as follows:

<Table>
<Caption>
          Votes Cast for        Votes Cast Against               Votes Withheld          Abstentions          Non-Votes
          --------------        ------------------               --------------          -----------          ---------
<S>                             <C>                              <C>                     <C>                  <C>
             9,361,178                210,735                           ---                241,787             643,494
</Table>


     ITEM 5. Other Information

          None

     ITEM 6. Exhibits and Reports on Form 8-K

          a. Exhibits

               10.1 Powell Industries, Inc. Non-Employee Director Stock Option
               Plan.

          b. Reports on Form 8-K

               None



                                       16
<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.


POWELL INDUSTRIES, INC.
Registrant



May 22, 2002                         /s/ THOMAS W. POWELL
------------                         ------------------------------------------
Date                                 Thomas W. Powell
                                     President and Chief Executive Officer
                                     (Principal Executive Officer)




May 22, 2002                         /s/ DON R. MADISON
------------                         ------------------------------------------
Date                                 Don R. Madison
                                     Vice President and Chief Financial Officer
                                     (Principal Financial Officer)




                                       17
<PAGE>



                                  EXHIBIT INDEX


<Table>
<Caption>
EXHIBIT
NUMBER          DESCRIPTION
-------         -----------
<S>             <C>
10.1            Powell Industries, Inc. Non-Employee Director Stock Option Plan.
</Table>