##### Table of Contents





UNITED STATES
    SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
 Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31,
    2010ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from 
    to   Commission file number 0-3134
 PARK-OHIO HOLDINGS
    CORP.
 (Exact name of registrant as
    specified in its charter)
  Ohio

34-1867219(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer Identification
    No.)   6065 Parkland BoulevardCleveland, Ohio

44124(Address of principal executive
    offices)

(Zip Code)   (440) 947-2000
 Securities registered pursuant to Section 12(b) of the
    Act:
  Title of each class

Name of each exchange on which registeredCommon Stock, Par Value $1.00 Per Share

The NASDAQ Stock Market LLC   Securities registered pursuant to Section 12(g) of the
    Act:
 None
 Park-Ohio Holdings Corp. is a successor issuer to Park-Ohio
    Industries, Inc.
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2).  Yes o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Portions of the registrants definitive proxy statement
    for the Annual Meeting of Shareholders to be held on
    May 26, 2011 are incorporated by reference into
    Part III of this
    Form 10-K.




---



##### 





PARK-OHIO
    HOLDINGS CORP.FORM 10-K
    ANNUAL REPORT
    FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010
    TABLE OF CONTENTS
    
 Item No.



Page No.PART I1.


Business


11A.


Risk Factors


71B.


Unresolved Staff Comments


142.


Properties


143.


Legal Proceedings


154.


[Removed and Reserved]


164A.


Executive Officers of the Registrant


16PART II5.


Market for the Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


176.


Selected Financial Data


187.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


207A.


Quantitative and Qualitative Disclosures about
    Market Risk


338.


Financial Statements and Supplementary Data


339.


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


639A.


Controls and Procedures


639B.


Other Information


64PART III10.


Directors, Executive Officers and Corporate
    Governance


6511.


Executive Compensation


6512.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


6513.


Certain Relationships and Related Transactions,
    and Director Independence


6614.


Principal Accountant Fees and Services


66PART IV15.


Exhibits and Financial Statement Schedules


67Signatures


68EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1




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##### Table of Contents



Part I  Item 1.
    Business  Overview
      tm
    Supply Technologies

Aluminum Products

Manufactured ProductsNET SALES FOR 2010

$402.1 million
    (49% of total)

$143.7 million
    (18% of total)

$267.7 million
    (33% of total)SELECTED PRODUCTS

Sourcing, planning and procurement of over 190,000 production
    components, including:
       Fasteners
       Pins
       Valves
       Hoses
       Wire harnesses
       Clamps and fittings
       Rubber and plastic components

   Control arms
       Front engine covers
       Cooling modules
       Knuckles
       Pump housings
       Clutch retainers/pistons
       Master cylinders
       Pinion housings
       Oil pans
       Flywheel spacers

   Induction heating and melting systems
       Pipe threading systems
       Industrial oven systems
       Injection molded rubber components
       Forging pressesSELECTED INDUSTRIES SERVED

   Heavy-duty truck
       Automotive and vehicle parts
       Electrical distribution and controls
       Power sports/fitness equipment
       HVAC
       Aerospace and defense
       Electrical components
       Appliance
       Semiconductor equipment
       Recreational vehicles
       Lawn and garden equipment

   Automotive
       Agricultural equipment
       Construction equipment
       Heavy-duty truck
       Marine equipment

   Ferrous and non-ferrous metals
       Coatings
       Forging
       Foundry
       Heavy-duty truck
       Construction equipment
       Silicon
       Automotive
       Oil and gas
       Rail and locomotive manufacturing
       Aerospace and defense  1




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Supply
    Technologies
  tm tm just-in-time point-of-use
  Products and Services. tm
  tm
  ®
  Markets and Customers. tm
   2




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##### Table of Contents



Competition. tm just-in-time point-of-use
  Recent Developments.
  Aluminum
    Products
    Products and Services.
   3




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##### Table of Contents



Markets and Customers.
  Competition.
  Recent Developments.
  Manufactured
    Products
    Products and Services.
  Markets and Customers. sub-assemblers sub-assemblers
   4




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##### Table of Contents



Competition. small- small-
  Recent Developments.
  Sales and
    Marketing
    Raw
    Materials and Suppliers
    Backlog
  just-in-time
  Environmental,
    Health and Safety Regulations
   5




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clean-up
  Information
    as to Industry Segment Reporting and Geographic Areas
    Recent
    Developments
    Available
    Information
  Form 10-K, Form 10-Q, Form 8-K 1-800-SEC-0330, http://www.sec.gov. http://www.pkoh.com. Form 10-K.
 6




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##### Table of Contents



Item 1A.
    Risk
    Factors    Adverse
    credit market conditions may significantly affect our access to
    capital, cost of capital and ability to meet liquidity
    needs.
    The
    recent global financial crisis may have significant effects on
    our customers and suppliers that would result in material
    adverse effects on our business and operating
    results.
      The
    recent global financial crisis may have significant effects on
    our customers that would result in our inability to borrow or to
    meet our debt service coverage ratio in our revolving credit
    facility.
   7




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The
    industries in which we operate are cyclical and are affected by
    the economy in general.
    Because
    a significant portion of our sales is to the automotive and
    heavy-duty truck industries, a decrease in the demand of these
    industries or the loss of any of our major customers in these
    industries could adversely affect our financial
    health.
      Our
    Supply Technologies customers are generally not contractually
    obligated to purchase products and services from
    us.
    We are
    dependent on key customers.
    
    the loss of any key customer, in whole or in part;
    the insolvency or bankruptcy of any key customer; 8




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
    a declining market in which customers reduce orders or demand
    reduced prices; or
    a strike or work stoppage at a key customer facility, which
    could affect both their suppliers and customers.      We
    operate in highly competitive industries.
      The
    loss of key executives could adversely impact us.
  and/or
  We may
    encounter difficulty in expanding our business through targeted
    acquisitions.
   9




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Our
    Supply Technologies business depends upon third parties for
    substantially all of our component parts.
    The
    raw materials used in our production processes and by our
    suppliers of component parts are subject to price and supply
    fluctuations that could increase our costs of production and
    adversely affect our results of operations.
      The
    energy costs involved in our production processes and
    transportation are subject to fluctuations that are beyond our
    control and could significantly increase our costs of
    production.
   10




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Potential
    product liability risks exist from the products that we
    sell.
    Some
    of our employees belong to labor unions, and strikes or work
    stoppages could adversely affect our operations.
    We
    operate and source internationally, which exposes us to the
    risks of doing business abroad.
    
    fluctuations in currency exchange rates;
    limitations on ownership and on repatriation of earnings;
    transportation delays and interruptions;
    political, social and economic instability and disruptions;
    government embargoes or foreign trade restrictions;
    the imposition of duties and tariffs and other trade barriers;
    import and export controls;
    labor unrest and current and changing regulatory environments;
    the potential for nationalization of enterprises;
    disadvantages of competing against companies from countries that
    are not subject to U.S. laws and regulations including the
    U.S. Foreign Corrupt Practices Act (FCPA);
    difficulties in staffing and managing multinational operations;
    limitations on our ability to enforce legal rights and
    remedies; and
    potentially adverse tax consequences.  non-U.S. officials
 11




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Unexpected
    delays in the shipment of large, long-lead industrial equipment
    could adversely affect our results of operations in the period
    in which shipment was anticipated.
    We are
    subject to significant environmental, health and safety laws and
    regulations and related compliance expenditures and
    liabilities.
       12




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If our
    information systems fail, our business will be materially
    affected.
    Operating
    problems in our business may materially adversely affect our
    financial condition and results of operations.
    Changes
    in accounting standards or inaccurate estimates or assumptions
    in the application of accounting policies could adversely affect
    our financial results.
    Our
    Chairman of the Board and Chief Executive Officer and our
    President and Chief Operating Officer collectively beneficially
    own a significant portion of our outstanding common stock and
    their interests may conflict with yours.
   13




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##### Table of Contents



Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties      Related Industry



Owned or

ApproximateSegment

Location

Leased

Square Footage


UseSUPPLY
    TECHNOLOGIES(1)

Cleveland, OH

Leased


60,450
(2)

Supply Technologies
    Corporate OfficeDayton, OH

Leased


70,600


LogisticsLawrence, PA

Leased


116,000


Logistics and
    ManufacturingMinneapolis, MN

Leased


87,100


LogisticsAllentown, PA

Leased


43,800


LogisticsAtlanta, GA

Leased


56,000


LogisticsDes Plaines, IL

Leased


45,000


LogisticsMemphis, TN

Leased


48,750


LogisticsLouisville, KY

Leased


30,000


LogisticsNashville, TN

Leased


44,900


LogisticsTulsa, OK

Leased


40,000


LogisticsLenexa, KS

Leased


38,000


LogisticsAustin, TX

Leased


30,000


LogisticsMadison Hts., MI

Leased


32,000


LogisticsStreetsboro, OH

Leased


45,000


LogisticsMississauga, Ontario, Canada

Leased


145,000


ManufacturingSolon, OH

Leased


54,000


LogisticsDublin, VA

Leased


40,000


LogisticsDelaware, OH

Owned


45,000


ManufacturingALUMINUM

Conneaut, OH(3)

Leased/Owned


304,000


ManufacturingPRODUCTS

Huntington, IN

Leased


125,000


ManufacturingFremont, IN

Owned


112,000


ManufacturingWapakoneta, OH

Owned


188,000


ManufacturingRootstown, OH

Owned


177,000


ManufacturingRavenna, OH

Owned


64,000


ManufacturingMANUFACTURED

Cuyahoga Hts., OH

Owned


427,000


ManufacturingPRODUCTS(4)

Cicero, IL

Owned


450,000


ManufacturingLe Roeulx, Belgium

Owned


120,000


ManufacturingWickliffe, OH

Owned


110,000


ManufacturingBrookfield, WI

Leased


100,000


ManufacturingWarren, OH

Owned


195,000


ManufacturingCanton, OH

Leased


125,000


ManufacturingMadison Heights, MI

Leased


128,000


ManufacturingNewport, AR

Leased


200,000


ManufacturingCleveland, OH

Leased


150,000


Manufacturing     (1)
    
    Supply Technologies has 49 other facilities, none of which is
    deemed to be a principal facility. 14




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##### Table of Contents



(2)
    
    Includes 20,150 square feet used by Holdings and
    Park-Ohios corporate office.(3)
    
    Includes three leased properties with square footage of 91,800,
    64,000 and 45,700, respectively, and two owned properties with
    82,300 and 20,200 square feet, respectively.(4)
    
    Manufactured Products has 16 other owned and leased facilities,
    none of which is deemed to be a principal facility.  Item 3.
    Legal
    Proceedings           15




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##### Table of Contents



Item 4.
    [Removed
    and Reserved]    Item 4A.
    Executive
    Officers of the Registrant    Name

Age

PositionEdward F. Crawford


71


Chairman of the Board, Chief Executive Officer and DirectorMatthew V. Crawford


41


President and Chief Operating Officer and DirectorJeffrey L. Rutherford


50


Vice President and Chief Financial OfficerRobert D. Vilsack


50


Secretary and General CounselPatrick W. Fogarty


49


Director of Corporate Development   Mr. E. Crawford
  Mr. M. Crawford
  Mr. Rutherford
  Mr. Vilsack
  Mr. Fogarty
 16




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##### Table of Contents



Part II  Item 5.
    Market
    for the Registrants Common Equity, Related Stockholder
    Matters and Issuer Purchases of Equity Securities    Quarterly
    Common Stock Price Ranges
  2010

2009Quarter

High

Low

High

Low1st

$
9.96


$
5.69


$
6.63


$
1.652nd


16.40



8.80



5.24



2.673rd


15.66



10.01



9.32



2.694th


23.70



12.77



8.69



4.01     Issuer
    Purchases of Equity Securities
    Total NumberTotal





of SharesNumber


Average


Purchased as


Maximum Number of Sharesof Shares


Price Paid


Part of Publicly


That May Yet Be PurchasedPeriod

Purchased


Per Share


Announced Plans(1)


Under the Plans or ProgramOctober 1  October 31, 2010


-0-


$
-0-



-0-



340,920November 1  November 30, 2010


-0-



-0-



-0-



340,920December 1  December 31, 2010


5,000



21.10



5,000



335,920TOTAL


5,000


$
21.10



5,000



335,920     (1)
    
    In 2006, the Company announced a share repurchase program
    whereby the Company may repurchase up to 1.0 million shares
    of its common stock. During the fourth quarter of 2010,
    5,000 shares were purchased as part of this program. 17




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##### Table of Contents



Item 6.
    Selected
    Financial Data  (Dollars
    in thousands, except per share data)
  Year Ended December 31,2010


2009


2008


2007


2006Selected Statement of Operations Data:Net sales

$
813,522


$
701,047


$
1,068,757


$
1,071,441


$
1,056,246Cost of products sold(a)


679,425



597,200



919,297



912,337



908,095Gross profit


134,097



103,847



149,460



159,104



148,151Selling, general and administrative expenses


91,755



87,786



105,546



98,679



90,296Goodwill impairment charge


-0-



-0-



95,763



-0-



-0-Gain on sale of assets held for sale


-0-



-0-



-0-



(2,299
)


-0-Restructuring and impairment charges (credits)(a)


3,539



5,206



25,331



-0-



(809
)Operating income (loss)(a)


38,803



10,855



(77,180
)


62,724



58,664Gain on purchase of 8.375% senior subordinated notes


-0-



(6,297
)


(6,232
)


-0-



-0-Gain on acquisition of business


(2,210
)


-0-



-0-



-0-



-0-Interest expense


23,792



23,189



27,869



31,551



31,267Income (loss) before income taxes


17,221



(6,037
)


(98,817
)


31,173



27,397Income tax expense (benefit)(b)


2,034



(828
)


20,986



9,976



3,218Net income (loss)

$
15,187


$
(5,209
)

$
(119,803
)

$
21,197


$
24,179Amounts per common share:Basic

$
1.34


$
(.47
)

$
(10.88
)

$
1.91


$
2.20Diluted

$
1.29


$
(.47
)

$
(10.88
)

$
1.82


$
2.11   Year Ended December 31,2010


2009


2008


2007


2006Other Financial Data:Net cash flows provided by operating activities

$
67,059


$
43,865


$
8,547


$
31,466


$
6,063Net cash flows used by investing activities


(29,851
)


(4,772
)


(20,398
)


(21,991
)


(31,407
)Net cash flows (used) provided by financing activities


(24,995
)


(33,820
)


15,164



(16,600
)


28,285Depreciation and amortization


17,132



18,918



20,933



20,611



20,140Capital expenditures, net


3,951



5,575



17,466



21,876



20,756Selected Balance Sheet Data (as of period end):Cash and cash equivalents

$
35,311


$
23,098


$
17,825


$
14,512


$
21,637Working capital


219,193



222,748



252,873



270,939



268,825Property, plant and equipment


68,783



76,631



90,642



105,557



101,085Total assets


552,532



502,268



619,220



769,189



783,751Total debt


316,213



333,997



374,646



360,049



374,800Shareholders equity


46,375



22,810



12,755



171,478



138,737  18




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##### Table of Contents



(a)
    
    In each of the years ended December 31, 2010, 2009, 2008,
    2007 and 2006, we recorded restructuring and asset impairment
    charges related to exiting product lines and closing or
    consolidating operating facilities. The restructuring charges
    related to the write-down of inventory have no cash impact and
    are reflected by an increase in cost of products sold in the
    applicable period. The restructuring charges relating to asset
    impairment attributable to the closing or consolidating of
    operating facilities have no cash impact and are reflected in
    the restructuring and impairment charges. The charges for
    restructuring and severance and pension curtailment are accruals
    for cash expenses. We made cash payments of $.1 million,
    $.5 million, $.3 million, and $.3 million in the
    years ended December 31, 2010, 2009, 2007, and 2006,
    respectively, related to our severance and pension curtailment
    accrued liabilities. The table below provides a summary of these
    restructuring and impairment charges.  Year Ended December 31,2010


2009


2008


2007


2006(Dollars in thousands)Non-cash charges:Cost of products sold (inventory write-down)

$
-0-


$
1,797


$
5,544


$
2,214


$
800Asset impairment


3,539



5,206



24,767



-0-



-0-Restructuring and severance


-0-



-0-



564



-0-



-0-Pension and postretirement benefits curtailment (credits)


-0-



-0-



-0-



-0-



(809
)Total

$
3,539


$
7,003


$
30,875


$
2,214


$
(9
)Charges reflected as restructuring and impairment charges
    (credits) on income statement

$
3,539


$
5,206


$
25,331


$
-0-


$
(809
)     (b)
    
    In 2006, the Company reversed $5.0 million of its domestic
    deferred tax asset valuation allowances as it has been
    determined the realization of these amounts is more likely than
    not. In 2008, the Company recorded a valuation allowance of
    $33.5 million for its net deferred tax asset.   19




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Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  year-to-year
  Executive
    Overview
  tm tm tm just-in-time point-of-use sub-assemblers
       20




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##### Table of Contents



Results
    of Operations
  2010
    versus 2009
  Net
    Sales by Segment:
  Year EndedDecember 31,





Percent2010


2009


Change


Change(Dollars in millions)Supply Technologies

$
402.1


$
328.8


$
73.3



22
%Aluminum Products


143.7



111.4



32.3



29
%Manufactured Products


267.7



260.8



6.9



3
%Consolidated Net Sales

$
813.5


$
701.0


$
112.5



16
%    21




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##### Table of Contents



Cost
    of Products Sold & Gross Profit:
  Year EndedDecember 31,





Percent2010


2009


Change


Change(Dollars in millions)Consolidated cost of products sold

$
679.4


$
597.2


$
82.2



14
%Consolidated gross profit

$
134.1


$
103.8


$
30.3



29
%Gross margin


16.5
%


14.8
%       Selling,
    General & Administrative (SG&A)
    Expenses:
  Year EndedDecember 31,



Percent2010

2009

Change

Change(Dollars in millions)Consolidated SG&A expenses

$
91.8


$
87.8


$
4.0



5
%SG&A percent


11.3
%


12.5
%     Interest
    Expense:
  Year-EndedDecember 31,



Percent2010

2009

Change

Change(Dollars in millions)Interest expense

$
23.8


$
23.2


$
.6


3%Average outstanding borrowings

$
322.0


$
363.9


$
(41.9
)

(11.5)%Average borrowing rate


7.39
%


6.38
%


101


basis points    22




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##### Table of Contents



Impairment
    Charges:
        Gain
    on Purchase of 8.375% Senior Subordinated
    Notes:
      Income
    Taxes:
  Year EndedDecember 31,2010


2009(Dollars in millions)Income before income taxes

$
17.2


$
(6.0
)Income tax expense (benefit)

$
2.0


$
(.8
)Effective income tax rate


11.6
%


13
%        23




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##### Table of Contents



2009
    versus 2008
  Net
    Sales by Segment:
  Year EndedDecember 31,





Percent2009


2008


Change


Change(Dollars in millions)Supply Technologies

$
328.8


$
521.3


$
(192.5
)


(37
)%Aluminum Products


111.4



156.3



(44.9
)


(29
)%Manufactured Products


260.8



391.2



(130.4
)


(33
)%Consolidated Net Sales

$
701.0


$
1,068.8


$
(367.8
)


(34
)%   ramp-up.
  Cost
    of Products Sold & Gross Profit:
  Year EndedDecember 31,





Percent2009


2008


Change


Change(Dollars in millions)Consolidated cost of products sold

$
597.2


$
919.3


$
(322.1
)


(35
)%Consolidated gross profit

$
103.8


$
149.5


$
(45.7
)


(31
)%Gross margin


14.8
%


14.0
%       S, G
    & A Expenses:
  Year EndedDecember 31,



Percent2009

2008

Change

Change(Dollars in millions)Consolidated SG&A expenses

$
87.8


$
105.5


$
(17.7
)


(17
)%SG&A percent


12.5
%


9.9
%  24




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##### Table of Contents



Interest
    Expense:
  Year EndedDecember 31,





Percent2009


2008


Change


Change(Dollars in millions)Interest expense

$
23.2


$
27.9


$
(4.7
)


(17
)%Average outstanding borrowings

$
363.9


$
385.8


$
(21.9
)


(6
)%Average borrowing rate


6.38
%


7.23
%


(85
)


basis points     Impairment
    Charges:
      Gain
    on Purchase of 8.375% Senior Subordinated
    Notes:
     25




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##### Table of Contents



Income
    Taxes:
  Year EndedDecember 31,2009


2008(Dollars in millions)(Loss) income before income taxes

$
(6.0
)

$
(98.8
)Income taxes

$
(.8
)

$
21.0Effective income tax rate


13
%


(21
)%         Liquidity
    and Sources of Capital
         26




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##### Table of Contents



and/or
         27




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Off-Balance
    Sheet Arrangements
      Payments Due or Commitment Expiration Per PeriodLess Than








More than(In thousands)

Total


1 Year


1-3 Years


4-5 Years


5 YearsLong-term debt obligations

$
316,213


$
13,756


$
7,590


$
292,580


$
2,287Interest obligations(1)


59,660



15,396



30,792



13,472



-0-Operating lease obligations


39,699



13,109



16,232



8,180



2,178Purchase obligations


135,098



128,826



6,265



4



3Postretirement obligations(2)


18,150



2,454



4,332



3,867



7,497Standby letters of credit and bank guarantees


15,574



8,118



4,341



-0-



3,115Total

$
584,394


$
181,659


$
69,552


$
318,103


$
15,080     (1)
    
    Interest obligations are included on the 8.375% Notes only
    and assume the notes are paid at maturity. The calculation of
    interest on debt outstanding under our revolving credit facility
    and other variable rate debt ($4.0 million based on 3.21%
    average interest rate and outstanding borrowings of
    $124.5 million at December 31, 2010) is not
    included above due to the subjectivity and estimation required.(2)
    
    Postretirement obligations include projected postretirement
    benefit payments to participants only through 2020.      Critical
    Accounting Policies and Estimates
   28




---



##### Table of Contents



Revenue Recognition:
  Allowance for Doubtful Accounts:
  Allowance for Obsolete and Slow Moving
    Inventory:
  Impairment of Long-Lived Assets:
 29




---



##### Table of Contents



Restructuring:
  Goodwill:
    Income Taxes:
 30




---



##### Table of Contents



Pension and Other Postretirement Benefit
    Plans:
  Stock-Based
    Compensation:
    Recent
    Accounting Pronouncements
  No. 2010-06 No. 2010-06
  No. 2009-13, No. 2009-13 No. 2009-13
  ASC 810-10,
 31




---



##### Table of Contents



Environmental
  clean-up
    Seasonality;
    Variability of Operating Results
    Forward-Looking
    Statements
  Form 10-K
 32




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk        Item 8.
    Financial
    Statements and Supplementary Data  Index to
    Consolidated Financial Statements and Supplementary Financial
    Data
  PageReport of Independent Registered Public
    Accounting Firm


34Report of Independent Registered Public
    Accounting Firm


35Consolidated Balance Sheets 
    December 31, 2010 and 2009


36Consolidated Statements of Operations 
    Years Ended December 31, 2010, 2009 and 2008


37Consolidated Statements of Shareholders
    Equity  Years Ended December 31, 2010, 2009 and
    2008


38Consolidated Statements of Cash Flows 
    Years Ended December 31, 2010, 2009 and 2008


39Notes to Consolidated Financial Statements


40Supplementary Financial Data


62Selected Quarterly Financial Data
    (Unaudited)  Years Ended December 31, 2010 and
    2009


62Schedule II  Valuation and
    Qualifying accounts


63  33




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            
    34




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                
    35




---



##### Table of Contents



Park-Ohio
    Holdings Corp. and Subsidiaries
  Consolidated
    Balance Sheets
   December 31,2010


2009(Dollars in thousands)ASSETSCurrent AssetsCash and cash equivalents

$
35,311


$
23,098Accounts receivable, less allowances for doubtful accounts of
    $6,011 in 2010 and $8,388 in 2009


126,409



104,643Inventories


192,542



182,116Deferred tax assets


10,496



8,104Unbilled contract revenue


12,751



19,411Other current assets


12,800



12,700Total Current Assets


390,309



350,072Property, plant and equipment:Land and land improvements


3,678



3,948Buildings


47,479



46,181Machinery and equipment


201,920



195,111253,077



245,240Less accumulated depreciation


184,294



168,60968,783



76,631Other Assets:Goodwill


9,100



4,155Other


84,340



71,410$
552,532


$
502,268LIABILITIES AND SHAREHOLDERS EQUITYCurrent LiabilitiesTrade accounts payable

$
95,695


$
75,083Accrued expenses


59,487



39,150Current portion of long-term debt


13,756



10,894Current portion of other postretirement benefits


2,178



2,197Total Current Liabilities


171,116



127,324Long-Term Liabilities, less current portion8.375% senior subordinated notes due 2014


183,835



183,835Revolving credit


113,300



134,600Other long-term debt


5,322



4,668Deferred tax liability


9,721



7,200Other postretirement benefits and other long-term liabilities


22,863



21,831335,041



352,134Shareholders EquityCapital stock, par value $1 per shareSerial preferred stock:Authorized  632,470 shares; Issued and
    outstanding  none


-0-



-0-Common stock:Authorized  40,000,000 shares;
    Issued  13,396,674 shares in 2010 and 13,273,842
    in 2009


13,397



13,274Additional paid-in capital


68,085



66,323Retained (deficit)


(19,043
)


(34,230
)Treasury stock, at cost, 1,558,996 shares in 2010 and
    1,473,969 shares in 2009


(18,502
)


(17,443
)Accumulated other comprehensive income (loss)


2,438



(5,114
)46,375



22,810$
552,532


$
502,268    36




---



##### Table of Contents



Park-Ohio
    Holdings Corp. and Subsidiaries
  Consolidated Statements of
    Operations
  Year Ended December 31,2010


2009


2008(Dollars in thousands,except per share data)Net sales

$
813,522


$
701,047


$
1,068,757Cost of products sold


679,425



597,200



919,297Gross profit


134,097



103,847



149,460Selling, general and administrative expenses


91,755



87,786



105,546Goodwill impairment charge


-0-



-0-



95,763Restructuring and impairment charges


3,539



5,206



25,331Operating income (loss)


38,803



10,855



(77,180
)Gain on purchase of 8.375% senior subordinated notes


-0-



(6,297
)


(6,232
)Gain on acquisition of business


(2,210
)


-0-



-0-Interest expense


23,792



23,189



27,869Income (loss) before income taxes


17,221



(6,037
)


(98,817
)Income tax expense (benefit)


2,034



(828
)


20,986Net income (loss)

$
15,187


$
(5,209
)

$
(119,803
)Amounts per common share:Basic

$
1.34


$
(.47
)

$
(10.88
)Diluted

$
1.29


$
(.47
)

$
(10.88
)    37




---



##### Table of Contents



Park-Ohio
    Holdings Corp. and Subsidiaries
  Consolidated
    Statements of Shareholders Equity
  AccumulatedAdditional


Retained





OtherCommon


Paid-In


Earnings


Treasury


ComprehensiveStock


Capital


(Deficit)


Stock


Income (Loss)


Total(Dollars in thousands)Balance at January 1, 2008

$
12,233


$
61,956


$
90,782


$
(11,255
)

$
17,762


$
171,478Comprehensive (loss):Net loss










(119,803
)










(119,803
)Foreign currency translation adjustment


















(8,730
)


(8,730
)Unrealized loss on marketable securities, net of income tax of
    $-0-


















(90
)


(90
)Pension and postretirement benefit adjustments, net of income
    tax of $13,460


















(26,423
)


(26,423
)Comprehensive (loss)






















(155,046
)Restricted stock award


23



(23
)














-0-Restricted stock exchange for restricted share units


(62
)


62















-0-Amortization of restricted stock






1,677















1,677Purchase of treasury stock (614,863 shares)














(5,937
)






(5,937
)Exercise of stock options (43,003 shares)


43



104















147Share-based compensation






436















436Balance at December 31, 2008


12,237



64,212



(29,021
)


(17,192
)


(17,481
)


12,755Comprehensive (loss):Net loss










(5,209
)










(5,209
)Foreign currency translation adjustment


















2,968



2,968Unrealized loss on marketable securities, net of income tax of
    $182


















413



413Pension and postretirement benefit adjustments, net of income
    tax of $1,179


















8,986



8,986Comprehensive income






















7,158Restricted stock award, net of forfeiture


627



(627
)














-0-Amortization of restricted stock






1,969















1,969Purchase of treasury stock (30,445 shares)














(251
)






(251
)Exercise of stock options (410,000 shares)


410



373















783Share-based compensation






396















396Balance at December 31, 2009


13,274



66,323



(34,230
)


(17,443
)


(5,114
)


22,810Comprehensive income (loss):Net income










15,187











15,187Foreign currency translation adjustment


















(711
)


(711
)Pension and postretirement benefit adjustments, net of income
    tax of $1,143


















8,263



8,263Comprehensive income






















22,739Amortization of restricted stock






1,463















1,463Restricted share units exchange for restricted stock


13



(13
)














-0-Restricted stock awards


101



(101
)














-0-Restricted stock cancelled


(14
)


14















-0-Purchase of treasury stock (85,027 shares)














(1,059
)






(1,059
)Exercise of stock options (23,166 shares)


23



127















150Share-based compensation






272















272Balance at December 31, 2010

$
13,397


$
68,085


$
(19,043
)

$
(18,502
)

$
2,438


$
46,375    38




---



##### Table of Contents



Park-Ohio
    Holdings Corp. and Subsidiaries
  Consolidated
    Statements of Cash Flows
  Year Ended December 31,2010


2009


2008(Dollars in thousands)OPERATING ACTIVITIESNet income (loss)

$
15,187


$
(5,209
)

$
(119,803
)Adjustments to reconcile net income (loss) to net cash provided
    by operations:Depreciation and amortization


17,132



18,918



20,933Restructuring and impairment charges


3,539



5,206



121,094Gain on purchase of 8.375% senior subordinated notes


-0-



(6,297
)


(6,232
)Gain on acquisition of business


(2,210
)


-0-



-0-Deferred income taxes


(1,126
)


(1,842
)


-0-Stock based compensation expense


1,735



2,365



2,113Changes in operating assets and liabilities excluding
    acquisitions of businesses:Accounts receivable


(7,624
)


61,136



6,578Inventories


10,067



46,701



(12,547
)Accounts payable and accrued expenses


28,068



(82,113
)


7,247Other


2,291



5,000



(10,836
)Net cash provided by operating activities


67,059



43,865



8,547INVESTING ACTIVITIESPurchases of property, plant and equipment


(3,951
)


(5,575
)


(17,466
)Business acquisitions, net of cash acquired


(25,900
)


-0-



(5,322
)Purchases of marketable securities


-0-



(62
)


(853
)Sales of marketable securities


-0-



865



2,983Proceeds from the sale of assets held for sale


-0-



-0-



260Net cash used by investing activities


(29,851
)


(4,772
)


(20,398
)FINANCING ACTIVITIESPayments on debt, net


(19,944
)


(25,499
)


25,612Debt issue costs


(4,142
)


-0-



-0-Purchase of 8.375% senior subordinated notes


-0-



(8,853
)


(4,658
)Issuance of common stock under stock option plan


150



783



147Purchase of treasury stock


(1,059
)


(251
)


(5,937
)Net cash (used) provided by financing activities


(24,995
)


(33,820
)


15,164Increase in cash and cash equivalents


12,213



5,273



3,313Cash and cash equivalents at beginning of year


23,098



17,825



14,512Cash and cash equivalents at end of year

$
35,311


$
23,098


$
17,825Income taxes paid

$
1,217


$
3,146


$
6,847Interest paid


23,324



23,018



26,115    39




---



##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  December 31, 2010, 2009 and 2008
 (Dollars in thousands, except per share data)
  NOTE A 
    Summary of Significant Accounting Policies
  Consolidation and Basis of Presentation:
  Accounting Estimates:
  Cash Equivalents:
  Inventories: first-in,
  Major
    Classes of Inventories
  December 31,2010


2009Finished goods

$
116,202


$
100,309Work in process


24,339



26,778Raw materials and supplies


52,001



55,029$
192,542


$
182,116   Property, Plant and Equipment:
  Impairment of Long-Lived Assets:
 40




---



##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Goodwill and Other Intangible Assets:
    Stock-Based Compensation:
    Income Taxes:
  Revenue Recognition:
  Accounts Receivable and Allowance for Doubtful
    Accounts:
 41




---



##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Software Development Costs:
  Concentration of Credit Risk:
  Shipping and Handling Costs:
  Environmental: and/or
  Foreign Currency Translation:
  Recent
    Accounting Pronouncements
  No. 2010-06 No. 2010-06
 42




---



##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  No. 2009-13, No. 2009-13 No. 2009-13
  ASC 810-10,
  NOTE B 
    Segments  tm tm just-in-time point-of-use
      43




---



##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Year Ended December 31,2010


2009


2008Net sales:Supply Technologies

$
402,169


$
328,805


$
521,270Aluminum Products


143,672



111,388



156,269Manufactured Products


267,681



260,854



391,218$
813,522


$
701,047


$
1,068,757Income before income taxes:Supply Technologies

$
22,216


$
8,531


$
(66,419
)Aluminum Products


6,582



(5,155
)


(23,467
)Manufactured Products


28,739



26,472



54,82557,537



29,848



(35,061
)Corporate costs


(15,195
)


(13,787
)


(16,788
)Gain on purchase of 8.375% senior subordinated notes


-0-



6,297



6,232Gain on acquisition of business


2,210



-0-



-0-Asset impairment charge


(3,539
)


(5,206
)


(25,331
)Interest expense


(23,792
)


(23,189
)


(27,869
)$
17,221


$
(6,037
)

$
(98,817
)Identifiable assets:Supply Technologies

$
217,915


$
207,729


$
256,161Aluminum Products


66,219



76,443



87,215Manufactured Products


188,017



178,715



242,057General corporate


80,381



39,381



33,787$
552,532


$
502,268


$
619,220Depreciation and amortization expense:Supply Technologies

$
5,272


$
4,812


$
5,153Aluminum Products


6,488



7,556



8,564Manufactured Products


5,001



6,022



6,586General corporate


371



528



630$
17,132


$
18,918


$
20,933Capital expenditures:Supply Technologies

$
1,613


$
2,380


$
931Aluminum Products


156



1,385



7,750Manufactured Products


2,138



2,006



8,101General corporate


44



(196
)


684$
3,951


$
5,575


$
17,466  44




---



##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year EndedDecember 31,2010


2009


2008United States


73
%


73
%


68
%Asia


10
%


9
%


11
%Canada


6
%


6
%


6
%Mexico


3
%


2
%


6
%Europe


5
%


9
%


6
%Other


3
%


1
%


3
%100
%


100
%


100
%     NOTE C 
    Acquisitions    Accounts receivable

$
9,059Inventories


16,711Prepaid expenses and other current assets


42Property, plant and equipment


299Customer relationships


990Accounts payable


(5,047
)Accrued expenses


(330
)Deferred tax liability


(1,354
)Gain on acquisition


(2,210
)Total purchase price

$
18,160      45




---



##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accounts receivable

$
1,918Inventories


1,000Property, plant and equipment


2,800Accounts payable


(2,314
)Accrued expenses


(516
)Goodwill


4,572Total purchase price

$
7,460         Accounts receivable

$
3,164Inventories


2,782Prepaid expenses and other current assets


178Property, plant and equipment


447Customer relationships


3,480Technological know how


1,890Trade name and other intangible assets


710Accounts payable


(1,202
)Accrued expenses


(2,133
)Goodwill


584Total purchase price

$
9,900    46




---



##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Year Ended December 31,2010

2009Pro forma revenues

$
881,271


$
770,603Pro forma net income

$
15,072


$
(12,744
)Earnings per share:Basic

$
1.33


$
1.16Diluted

$
1.28


$
1.16   NOTE D 
    Goodwill
    and Other Intangible Assets      Supply





ManufacturedTechnologies


Aluminum


Products


TotalBalance at January 1, 2008

$
80,249


$
16,515


$
4,233


$
100,997Foreign Currency Translation


(1,001
)


-0-



(124
)


(1,125
)Impairment Charge


(79,248
)


(16,515
)


-0-



(95,763
)Balance at December 31, 2008


-0-



-0-



4,109



4,109Foreign Currency Translation


-0-



-0-



46



46Balance at December 31, 2009


-0-



-0-



4,155



4,155Foreign Currency Translation


-0-



-0-



(211
)


(211
)Acquisitions


-0-



4,572



584



5,156Balance at December 31, 2010

$
-0-


$
4,572


$
4,528


$
9,100  47




---



##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2010








2009Acquisition


Accumulated





Acquisition


AccumulatedCosts


Amortization


Net


Costs


Amortization


NetNon-contractual customer relationships

$
11,670


$
2,422


$
9,248


$
7,200


$
1,800


$
5,400Other


3,420



495



2,925



820



372



448$
15,090


$
2,917


$
12,173


$
8,020


$
2,172


$
5,848     NOTE E 
    Other
    Assets    December 31,2010


2009Pension assets

$
60,786


$
49,435Deferred financing costs, net


3,695



1,345Tooling


417



384Software development costs


2,292



3,893Intangible assets subject to amortization


12,173



5,848Other


4,977



10,505Totals

$
84,340


$
71,410   NOTE F 
    Accrued
    Expenses    December 31,2010


2009Accrued salaries, wages and benefits

$
13,832


$
8,978Advance billings


23,218



14,189Warranty accrual


4,046



2,760Interest payable


2,504



2,191Taxes, income and other


3,252



1,788Other


12,635



9,244Totals

$
59,487


$
39,150    48




---



##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2010


2009


2008Balance at beginning of year

$
2,760


$
5,402


$
5,799Claims paid during the year


(1,260
)


(3,367
)


(3,944
)Warranty expense


2,294



704



4,202Other


252



21



(655
)Balance at end of year

$
4,046


$
2,760


$
5,402   NOTE G 
    Financing
    Arrangements    December 31,2010


20098.375% senior subordinated notes due 2014

$
183,835


$
183,835Revolving credit


90,200



101,200Term Loan A


25,900



28,000Term Loan B


8,400



12,000Other


7,878



8,962316,213



333,997Less current maturities


13,756



10,894Total

$
302,457


$
323,103      49




---



##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                NOTE H 
    Income Taxes
    Year Ended December 312010


2009


2008United States

$
6,723


$
(10,160
)

$
(113,699
)Outside the United States


10,498



4,123



14,882$
17,221


$
(6,037
)

$
(98,817
)  50




---



##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Year Ended December 31,2010


2009


2008Current expense (benefit):Federal

$
61


$
(147
)

$
229State


573



179



1,518Foreign


2,526



982



6,1563,160



1,014



7,903Deferred:Federal


(2,014
)


(1,231
)


12,421State


689



(39
)


923Foreign


199



(572
)


(261
)(1,126
)


(1,842
)


13,083Income tax expense (benefit)

$
2,034


$
(828
)

$
20,986     Rate Reconciliation

2010


2009


2008Tax at statutory rate

$
6,027


$
(2,113
)

$
(34,586
)Effect of state income taxes, net


1,048



(161
)


(1,834
)Effect of foreign operations


1,472



1,247



293Goodwill


-0-



-0-



23,241Valuation allowance, federal and foreign


(6,475
)


(1,815
)


33,625Equity compensation


(59
)


148



18Tax credits


(72
)


(192
)


(240
)Prior year adjustments


365



141



(304
)Non-deductable items


480



735



802Gain on asset purchase


(772
)


-0-



-0-Other, net


20



1,182



(29
)Total

$
2,034


$
(828
)

$
20,986  51




---



##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2010


2009Deferred tax assets:Postretirement benefit obligation

$
7,003


$
7,060Inventory


12,363



10,342Net operating loss and credit carryforwards


16,184



22,478Goodwill


3,177



4,381Other


11,138



8,348Total deferred tax assets


49,865



52,609Deferred tax liabilities:Depreciation and amortization


1,090



692Pension


21,423



18,010Intangible assets and other


4,191



2,335Total deferred tax liabilities


26,704



21,037Net deferred tax assets prior to valuation allowances


23,161



31,572Valuation allowances


(22,386
)


(30,668
)Net deferred tax asset

$
775


$
904          52




---



##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2010


2009


2008Unrecognized Tax Benefit  January 1,

$
5,718


$
5,806


$
5,255Gross Increases  Tax Positions in Prior Period


283



101



-0-Gross Decreases  Tax Positions in Prior Period


(4
)


(55
)


(39
)Gross Increases  Tax Positions in Current Period


341



97



590Settlements


(18
)


-0-



-0-Lapse of Statute of Limitations


(178
)


(231
)


-0-Unrecognized Tax Benefit  December 31,

$
6,142


$
5,718


$
5,806       NOTE I 
    Stock
    Plan      Assumptions:
  Weighted average fair value per option

$
7.48Risk-free interest rate


3.33
%Dividend yield


0
%Expected stock volatility


53
%Expected life  years


6.0  53




---



##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            2010WeightedWeighted


AverageAverage


Remaining


AggregateNumber


Exercise


Contractual


Intrinsicof Shares


Price


Term


ValueOutstanding  beginning of year


491,050


$
6.26Granted


-0-



-0-Exercised


(23,166
)


6.47Canceled or Expired


(9,250
)


21.42Outstanding  end of year


458,634


$
6.17



3.3 years


$
6,839Options Exercisable


429,470



7.99



3.0 years



5,628          54




---



##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2010WeightedAverageNumber of


Grant DateShares


Fair ValueOutstanding  beginning of year


695,410


$
4.58Granted


101,000



12.12Vested


(362,186
)


4.74Canceled or expired


(14,834
)


6.15Outstanding  end of year


419,390


$
6.26             NOTE J 
    Legal
    Proceedings    NOTE K 
    Pensions
    and Postretirement Benefits   55




---



##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    PostretirementPension


Benefits2010


2009


2010


2009Change in benefit obligationBenefit obligation at beginning of year

$
48,820


$
48,383


$
18,288


$
19,961Service cost


295



471



31



61Interest cost


2,596



2,748



959



1,053Amendments


-0-



10



-0-



(920
)Actuarial losses


2,622



1,446



1,364



279Benefits and expenses paid, net of contributions


(4,661
)


(4,238
)


(2,210
)


(2,146
)Benefit obligation at end of year

$
49,672


$
48,820


$
18,432


$
18,288Change in plan assetsFair value of plan assets at beginning of year

$
98,255


$
87,368


$
-0-


$
-0-Actual return on plan assets


18,364



16,725



-0-



-0-Company contributions


-0-



-0-



2,210



2,146Cash transfer to fund postretirement benefit payments


(1,500
)


(1,600
)


-0-



-0-Benefits and expenses paid, net of contributions


(4,661
)


(4,238
)


(2,210
)


(2,146
)Fair value of plan assets at end of year

$
110,458


$
98,255


$
-0-


$
-0-Funded (underfunded) status of the plans

$
60,786


$
49,435


$
(18,432
)

$
(18,288
)     PostretirementPension


Benefits2010


2009


2010


2009Noncurrent assets

$
60,786


$
49,435


$
-0-


$
-0-Noncurrent liabilities


-0-



-0-



10,196



11,111Current liabilities


-0-



-0-



2,177



2,197Accumulated other comprehensive (income) loss


7,701



15,900



6,059



4,980Net amount recognized at the end of the year

$
68,487


$
65,335


$
18,432


$
18,288Amounts recognized in accumulated other comprehensive
    (income) lossNet actuarial loss/(gain)

$
7,641


$
15,819


$
6,059


$
4,980Net prior service cost (credit)


192



253



-0-



-0-Net transition obligation (asset)


(132
)


(172
)


-0-



-0-Accumulated other comprehensive (income) loss

$
7,701


$
15,900


$
6,059


$
4,980    56




---



##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Plan AssetsTarget 2011


2010


2009Asset CategoryEquity securities


45-75
%


78.3
%


69.3
%Debt securities


10-40



19.3



9.9Other


0-20



2.4



20.8100
%


100
%


100
%     2010


2009Level 2


Total


Level 2


TotalCollective trust and pooled insurance funds:Common stock

$
65,362


$
65,362


$
52,507


$
52,507Equity Funds


16,142



16,142



12,727



12,727Foreign Stock


5,000



5,000



2,590



2,590Convertible Securities


967



967



1,063



1,063U.S. Government Obligations


9,840



9,840



4,900



4,900Fixed income funds


5,242



5,242



4,588



4,588Corporate Bonds


5,295



5,295



-0-



-0-Cash and Cash Equivalents


2,381



2,381



19,779



19,779Other


229



229



101



101$
110,458


$
110,458


$
98,255


$
98,255     Weighted-Average assumptions as of December 31,Pension

Postretirement Benefits2010

2009

2008

2010

2009

2008Discount rate


5.00
%


5.50
%


6.00
%


5.00
%


5.50
%


6.00
%Expected return on plan assets


8.25
%


8.25
%


8.25
%


N/A



N/A



N/ARate of compensation increase


N/A



N/A



N/A



N/A



N/A



N/A    57




---



##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Pension Benefits


Postretirement Benefits2010


2009


2008


2010


2009


2008Components of net periodic benefit costService costs

$
295


$
471


$
439


$
31


$
61


$
87Interest costs


2,596



2,748



2,892



959



1,053



1,215Expected return on plan assets


(7,932
)


(7,036
)


(9,634
)


-0-



-0-



-0-Transition obligation


(40
)


(40
)


(47
)


-0-



-0-



-0-FAS 88 one-time charge


-0-



-0-



-0-



-0-



-0-



-0-Amortization of prior service cost


61



129



137



(96
)


-0-



(52
)Recognized net actuarial (gain) loss


366



910



(100
)


381



294



369Benefit (income) costs

$
(4,654
)

$
(2,818
)

$
(6,313
)

$
1,275


$
1,408


$
1,619Other changes in plan assets and benefit obligations
    recognized in other comprehensive (income) lossAOCI at beginning of year

$
15,900


$
25,131


$
(12,756
)

$
4,980


$
5,914


$
3,884Net (gain)/loss


(7,811
)


(8,241
)


37,876



1,364



280



2,347Recognition of prior service cost/(credit)


(62
)


(120
)


(137
)


96



(920
)


52Recognition of (gain)/loss


(326
)


(870
)


148



(381
)


(294
)


(369
)Total recognized in other comprehensive loss at end of year

$
7,701


$
15,900


$
25,131


$
6,059


$
4,980


$
5,914         Postretirement BenefitsPension



Expected

Net includingBenefits

Gross

Medicare Subsidy

Medicare Subsidy2011


4,041



2,454



223



2,2312012


3,942



2,240



225



2,0152013


3,860



2,092



219



1,8732014


3,788



1,988



209



1,7792015


3,739



1,879



197



1,6822016 to 2020


17,837



7,497



811



6,686  58




---



##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    1-Percentage

1-PercentagePoint

PointIncrease

DecreaseEffect on total of service and interest cost components in 2010

$
68


$
(60
)Effect on postretirement benefit obligation as of
    December 31, 2010

$
1,383


$
(1,229
)       NOTE L 
    Leases     59




---



##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE M 
    Earnings
    Per Share    Year Ended December 31,2010


2009


2008NUMERATORNet income (loss)

$
15,187


$
(5,209
)

$
(119,803
)DENOMINATORDenominator for basic earnings per share  weighted
    average shares


11,314



10,968



11,008Effect of dilutive securities:Employee stock options


493



-0-



-0-Denominator for diluted earnings per share  weighted
    average shares and assumed conversions


11,807



10,968



11,008Amounts per common share:Basic

$
1.34


$
(.47
)

$
(10.88
)Diluted

$
1.29


$
(.47
)

$
(10.88
)       NOTE N 
    Accumulated
    Comprehensive Loss    December 31,2010


2009Foreign currency translation adjustment

$
6,239


$
6,950Pension and postretirement benefit adjustments, net of tax


(3,801
)


(12,064
)Total

$
2,438


$
(5,114
)   NOTE O 
    Restructuring
    and Unusual Charges     60




---



##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Loss on DisposalAsset


Cost of


of Foreign


SeveranceImpairment


Products Sold


Subsidiary


Costs


TotalSupply Technologies

$
6,143


$
4,965


$
1,758


$
564


$
13,430Aluminum Products


12,575



579



-0-



-0-



13,154Manufactured Products


4,291



-0-



-0-



-0-



4,291$
23,009


$
5,544


$
1,758


$
564


$
30,875     Balance at January 1, 2008

$
-0-Severance costs recorded in 2008


564Cash payments made in 2008


(19
)Balance at December 31, 2008


545Cash payments made in 2009


(460
)Balance at December 31, 2009


85Cash payments made in 2010


(85
)Balance at December 31, 2010

$
-0-     Asset


Cost ofImpairment


Products Sold


TotalSupply Technologies

$
2,206


$
1,797


$
4,003Manufactured Products


3,000



-0-


$
3,000$
5,206


$
1,797


$
7,003  61




---



##### Table of Contents



Supplementary
    Financial Data
  Selected
    Quarterly Financial Data (Unaudited)
  Quarter EndedMarch 31


June 30


Sept. 30


Dec. 31(Dollars in thousands, except per share data)2010Net sales

$
191,701


$
198,303


$
202,986


$
220,532Gross profit


29,338



33,298



34,980



36,481Net income (loss)

$
2,066


$
3,415


$
6,184


$
3,522Amounts per common share:Basic

$
.19


$
.30


$
.54


$
.31Diluted

$
.18


$
.29


$
.52


$
.302009Net sales

$
181,250


$
163,405


$
168,597


$
187,795Gross profit


23,862



29,328



22,659



27,998Net income (loss)

$
(5,462
)

$
3,272


$
(3,224
)

$
205Amounts per common share:Basic

$
(.50
)

$
.30


$
(.29
)

$
.02Diluted

$
(.50
)

$
.29


$
(.29
)

$
.02   Note 1 
    In the second quarter of 2009, the Company recorded a gain of
    $3,096 on the purchase of $6,125 aggregate principal amount of
    8.375% senior subordinated notes due 2014 issued by
    Park-Ohio Industries, Inc.Note 2 
    In the second quarter of 2009, the Company recorded a charge of
    $2,015 to reserve for an account receivable from a customer in
    bankruptcy.Note 3 
    In the third quarter of 2009, the Company recorded a gain of
    $2,011 on the purchase of $4,090 aggregate principal amount of
    8.375% senior subordinated notes due 2014 issued by
    Park-Ohio Industries, Inc.Note 4 
    In the third quarter of 2009, the Company recorded a charge of
    $2,139 to reserve for an account receivable from a customer in
    bankruptcy.Note 5 
    In the fourth quarter of 2009, the Company recorded a gain of
    $1,190 on the purchase of $4,935 aggregate principal amount of
    8.375% senior subordinated notes due 2014 issued by
    Park-Ohio Industries, Inc.Note 6 
    In the fourth quarter of 2009, the Company recorded $7,003 of
    restructuring and asset impairment charges associated with
    weakness in the general economy, including in the railroad
    industry.Note 7 
    In the third quarter of 2010, the Company recorded a bargain
    purchase gain of $2,210 from the acquisition of certain assets
    and assumption of specific liabilities of Assembly Component
    Systems Inc. representing the excess of the aggregate fair value
    of purchased net assets over the purchase price and $3,539 asset
    impairment charge relating to the write down of an investment. 62




---



##### Table of Contents



Schedule II
  PARK-OHIO
    HOLDINGS CORP.
 SCHEDULE II 
    VALUATION AND QUALIFYING ACCOUNTS AND RESERVES  Balance at


Charged to


Deductions


Balance atBeginning of


Costs and


and


End ofDescription

Period


Expenses


Other


PeriodYear Ended December 31, 2010:Allowances deducted from assets:Trade receivable allowances

$
8,388


$
2,581


$
(4,958
)(A)

$
6,011Inventory Obsolescence reserve


21,456



8,956



(7,624
)(B)


22,788Tax valuation allowances


30,668



(5,754
)


(2,528
)(D)


22,386Product warranty liability


2,760



2,294



(1,008
)(C)


4,046Year Ended December 31, 2009:Allowances deducted from assets:Trade receivable allowances

$
3,044


$
6,527


$
(1,183
)(A)

$
8,388Inventory Obsolescence reserve


22,313



7,153



(8,010
)(B)


21,456Tax valuation allowances


34,921



(1,815
)


(2,438
)


30,668Product warranty liability


5,402



704



(3,346
)(C)


2,760Year Ended December 31, 2008:Allowances deducted from assets:Trade receivable allowances

$
3,724


$
1,429


$
(2,109
)(A)

$
3,044Inventory Obsolescence reserve


20,432



5,385



(3,505
)(B)


22,312Tax valuation allowances


2,217



33,625



(921
)(D)


34,921Product warranty liability


5,799



4,202



(4,599
)(C)


5,402           Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation
    of disclosure controls and procedures
  Rule 13a-15(e) Rule 15d-15(e)
 63




---



##### Table of Contents



Managements
    Report on Internal Control over Financial Reporting
  Rule 13a-15(f) Rule 13a-15(c)
  Form 10-K
  Changes
    in internal control over financial reporting
    Item 9B.
    Other
    Information   64




---



##### Table of Contents



Part III  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Form 10-K.
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Regulation S-K
    Equity
    Compensation Plan Information
  Number of securitiesNumber of securities


Weighted-average


remaining available forto be issued upon


exercise price of


future issuance underexercise price of


outstanding


equity compensation plansoutstanding options


options, warrants


(excluding securitiesPlan Category

warrants and rights


and rights


reflected in column (a))(a)


(b)


(c)Equity compensation plans approved by security holders(1)


458,634


$
6.17



331,284Equity compensation plans not approved by security holders


-0-



-0-



-0-Total


458,634


$
6.17



331,284     (1)
    
    Includes the Companys Amended and Restated 1998 Long-Term
    Incentive Plan. 65




---



##### Table of Contents



Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   66




---



##### 



Part IV  Item 15.
    Exhibits
    and Financial Statement Schedules  Form 10-K:
   
 PageReport of Independent Registered Public Accounting Firm


34Report of Independent Registered Public Accounting Firm


35Consolidated Balance Sheets  December 31, 2010
    and 2009


36Consolidated Statements of Operations  Years Ended
    December 31, 2010, 2009 and 2008


37Consolidated Statements of Shareholders Equity 
    Years Ended December 31, 2010, 2009 and 2008


38Consolidated Statements of Cash Flows  Years Ended
    December 31, 2010, 2009 and 2008


39Notes to Consolidated Financial Statements


40Selected Quarterly Financial Data (Unaudited)  Years
    Ended December 31, 2010 and 2009


62(2) Financial Statement SchedulesThe following consolidated financial statement schedule of
    Park-Ohio Holdings Corp. is included in Item 8:Schedule II  Valuation and Qualifying
    accounts


63        Form 10-K
 67




---



##### Table of Contents



SIGNATURES  Pursuant to the requirements of Section 13 or 15(d) 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.
    By:
    /s/  Jeffrey
    L. Rutherford       Pursuant to the requirements of the Securities Exchange Act
    of 1934, this report has been signed by the following persons in
    the capacities and on the dates indicated.
  *Edward
    F. Crawford

Chairman, Chief Executive Officer and Director

March 9, 2011*Jeffrey
    L. Rutherford

Vice President and Chief Financial Officer (Principal Financial
    and Accounting Officer)*Matthew
    V. Crawford

President, Chief Operating Officer and Director*Patrick
    V. Auletta

Director*Kevin
    R. Greene

Director*A.
    Malachi Mixon, III

Director*Dan
    T. Moore

Director*Ronna
    Romney

Director*James
    W. Wert

Director    *
    
    The undersigned, pursuant to a Power of Attorney executed by
    each of the directors and officers identified above and filed
    with the Securities and Exchange Commission, by signing his name
    hereto, does hereby sign and execute this report on behalf of
    each of the persons noted above, in the capacities indicated.   By:
    /s/  Robert
    D. Vilsack  Attorney-in-Fact
 68




---



##### Table of Contents



ANNUAL
    REPORT ON
    FORM 10-K
    PARK-OHIO HOLDINGS CORP.
  For the
    Year Ended December 31, 2010
  EXHIBIT INDEX
  Exhibit3
.1

Amended and Restated Articles of Incorporation of Park-Ohio
    Holdings Corp. (filed as Exhibit 3.1 to the
    Form 10-K
    of Park-Ohio Holdings Corp. for the year ended December 31,
    1998, SEC
    File No. 000-03134
    and incorporated by reference and made a part hereof)3
.2

Code of Regulations of Park-Ohio Holdings Corp. (filed as
    Exhibit 3.2 to the
    Form 10-K
    of Park-Ohio
    Holdings Corp. for the year ended December 31, 1998, SEC
    File
    No. 000-03134
    and incorporated by reference and made a part hereof)4
.1

Third Amended and Restated Credit Agreement, dated March 8,
    2010, among Park-Ohio Industries, Inc., RB&W Corporation of
    Canada Inc., the Ex-Im Borrowers party thereto, the other loan
    parties thereto, the lenders party thereto and JP Morgan Chase
    Bank, N.A., as Administrative Agent, JP Morgan Chase Bank, N.A.
    Toronto Branch, as Canadian Agent, RBS Business Capital as
    Syndication Agent, Key Bank National Association , as
    Co-Documentation Agent, JP Morgan Securities Inc., as Sole Lead
    Arranger, PNC Bank, National Association, as Joint Bookrunner
    and U.S. Bank National Association, as Co-Documentation Agent
    and Joint Bookrunner (filed as Exhibit 4.1 to the
    Form 10-Q
    of Park-Ohio Holdings Corp., filed on May 10, 2010, SEC
    File
    No. 000-03134
    and incorporated by reference and made a part hereof)4
.2

Consent and Amendment No. 1 to Third Amended and Restated
    Credit Agreement, dated July 9, 2010, among Park-Ohio
    Industries, Inc., RB&W Corporation of Canada, the Ex-Im
    Borrowers party to the Credit Agreement, the other loan parties
    to the Credit Agreement, the lenders party to the Credit
    Agreement, JP Morgan Chase Bank, N.A., as Administrative Agent,
    and JP Morgan Chase Bank, N.A., Toronto Branch, as Canadian
    Agent (filed as Exhibit 4.1 to the
    Form 10-Q
    of Park-Ohio Holdings Corp., filed on November 15, 2010,
    SEC File
    No. 000-03134
    and incorporated by reference and made a part hereof)4
.3

Consent and Amendment No. 2 to Third Amended and Restated
    Credit Agreement, dated August 31, 2010, among Park-Ohio
    Industries, Inc., RB&W Corporation of Canada, the Ex-Im
    Borrowers party to the Credit Agreement, the other loan parties
    to the Credit Agreement, the lenders party to the Credit
    Agreement, JP Morgan Chase Bank, N.A., as Administrative Agent,
    and JP Morgan Chase Bank, N.A., Toronto Branch, as Canadian
    Agent (filed as Exhibit 4.1 to the
    Form 10-Q
    of Park-Ohio Holdings Corp., filed on November 15, 2010,
    SEC File
    No. 000-03134
    and incorporated by reference and made a part hereof)4
.4

Indenture, dated as of November 30, 2004, among Park-Ohio
    Industries, Inc., the Guarantors (as defined therein) and Wells
    Fargo Bank, NA, as trustee (filed as Exhibit 4.1 to the
    Form 8-K
    of Park-Ohio Holdings Corp. filed on December 6, 2004, SEC
    File
    No. 000-03134
    and incorporated herein by reference and made a part hereof)10
.1

Form of Indemnification Agreement entered into between Park-Ohio
    Holdings Corp. and each of its directors and certain officers
    (filed as Exhibit 10.1 to the
    Form 10-K
    of Park-Ohio Holdings Corp. for the year ended December 31,
    1998, SEC File
    No. 000-03134
    and incorporated by reference and made a part hereof)10
.2*

Amended and Restated 1998 Long-Term Incentive Plan (filed as
    Exhibit 10.1 to
    Form 8-K
    of Park-Ohio
    Holdings Corp., filed on June 3, 2009, SEC File
    No. 000-03134
    and incorporated by reference and made a part hereof)10
.3*

Form of Restricted Share Agreement between the Company and each
    non-employee director (filed as Exhibit 10.1 to
    Form 8-K
    of Park-Ohio Holdings Corp., filed on January 25, 2005, SEC
    File
    No. 000-03134
    and incorporated herein by reference and made a part hereof)10
.4*

Form of Restricted Share Agreement for Employees (filed as
    Exhibit 10.1 to
    Form 10-Q
    for Park-Ohio Holdings Corp. for the quarter ended
    September 30, 2006, SEC File
    No. 000-03134
    and incorporated herein by reference and made a part hereof) 69




---



##### Table of Contents



Exhibit10
.5*

Form of Incentive Stock Option Agreement (filed as
    Exhibit 10.5 to
    Form 10-K
    of Park-Ohio Holdings Corp. for the year ended December 31,
    2004, SEC File
    No. 000-03134
    and incorporated by reference and made a part hereof)10
.6*

Form of Non-Statutory Stock Option Agreement (filed as
    Exhibit 10.6 to
    Form 10-K
    of Park-Ohio Holdings Corp. for the year ended December 31,
    2004, SEC File
    No. 000-03134
    and incorporated herein by reference and made a part hereof)10
.7*

Park-Ohio Holdings Corp. Annual Cash Bonus Plan (filed as
    Exhibit 10.2 to the
    Form 8-K
    for Park-Ohio Holdings Corp, filed June 1, 2006, SEC File
    No. 000-03134
    and incorporated by reference and made a part hereof)10
.8*

Supplemental Executive Retirement Plan for Edward F. Crawford,
    effective as of March 10, 2008 (filed as Exhibit 10.9
    to
    Form 10-K
    of Park-Ohio Holdings Corp. for the year ended December 31,
    2007, SEC File
    No. 000-03134
    and incorporated by reference and made a part hereof)10
.9*

Non-qualified Defined Contribution Retirement Benefit Letter
    Agreement for Edward F. Crawford, dated March 10, 2008
    (filed as Exhibit 10.10 to
    Form 10-K
    of Park-Ohio Holdings Corp. for the year ended December 31,
    2007, SEC File
    No. 000-03134
    and incorporated by reference and made a part hereof)10
.11

Agreement of Settlement and Release, dated July 1, 2008
    (filed as Exhibit 10.1 to
    Form 10-Q
    of Park-Ohio Holdings Corp. for the quarter ended
    September 30, 2008, SEC File
    No. 000-03134
    and incorporated herein by reference and made a part hereof)10
.12

Asset Purchase Agreement, dated as of August 31, 2010, by
    and among Assembly Component Systems, Inc., Lawson Products,
    Inc., Supply Technologies LLC and Park-Ohio Industries, Inc.
    (filed as Exhibit 10.1 to the
    Form 10-Q
    of Park-Ohio Holdings Corp., filed on November 15, 2010,
    SEC File
    No. 000-03134
    and incorporated by reference and made a part hereof)10
.13

Bill of Sale, dated September 30, 2010, by Rome Die Casting
    LLC and Johnny Johnson in favor of General Aluminum Mfg. Company
    (filed as Exhibit 10.2 to the
    Form 10-Q
    of Park-Ohio Holdings Corp., filed on November 15, 2010,
    SEC File
    No. 000-03134
    and incorporated by reference and made a part hereof)21
.1

List of Subsidiaries of Park-Ohio Holdings Corp.23
.1

Consent of Independent Registered Public Accounting Firm24
.1

Power of Attorney31
.1

Principal Executive Officers Certification Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200231
.2

Principal Financial Officers Certification Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200232
.1

Certification requirement under Section 906 of the
    Sarbanes-Oxley Act of 2002     *
    
    Reflects management contract or other compensatory arrangement
    required to be filed as an exhibit pursuant to Item 15(c)
    of this Report. 70