##### 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,
    2009ORo

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
  o o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer þ
    (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 27, 2010 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, 2009
  TABLE OF CONTENTS
   
 Item No.



Page No.PART I1.


Business


11A.


Risk Factors


71B.


Unresolved Staff Comments


132.


Properties


133.


Legal Proceedings


144.


Reserved


154A.


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


348.


Financial Statements and Supplementary Data


349.


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


649A.


Controls and Procedures


649B.


Other Information


65PART III10.


Directors, Executive Officers and Corporate
    Governance


6611.


Executive Compensation


6612.


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


6613.


Certain Relationships and Related Transactions,
    and Director Independence


6714.


Principal Accountant Fees and Services


67PART IV15.


Exhibits and Financial Statement Schedules


68SignaturesEX-21.1EX-23.1EX-24.1EX-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 2009

$328.8 million
    (47% of total)

$111.4 million
    (16% of total)

$260.8 million
    (37% of total)SELECTED PRODUCTS

Sourcing, planning and
    procurement of over
    175,000 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
  Aluminum
    Products
    Products and Services.
   3




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



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.
   8




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
    the loss of any other key customer, in whole or in part;
    the insolvency or bankruptcy of any key customer;
    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.
   9




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and/or
  We may
    encounter difficulty in expanding our business through targeted
    acquisitions.
      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. 11




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non-U.S. officials
    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.
    Our
    Chairman of the Board and Chief Executive Officer and our
    President and Chief Operating Officer collectively beneficially
    own a significant portion of our companys outstanding
    common stock and their interests may conflict with
    yours.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties   13




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##### Table of Contents



Related Industry



Owned or

ApproximateSegment

Location

Leased

Square Footage


UseSUPPLY
    TECHNOLOGIES(1)

Cleveland, OH

Leased


60,450
(2)

Supply Technologies
    Corporate OfficeDayton, OH

Leased


112,960


LogisticsLawrence, PA

Leased


116,000


Logistics and 
    ManufacturingMinneapolis, MN

Leased


87,100


LogisticsAllentown, PA

Leased


62,600


LogisticsAtlanta, GA

Leased


56,000


LogisticsDallas, TX

Leased


50,000


LogisticsMemphis, TN

Leased


48,750


LogisticsLouisville, KY

Leased


30,000


LogisticsChicago, IL

Leased


30,000


LogisticsNashville, TN

Leased


44,900


LogisticsTulsa, OK

Leased


40,000


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


ManufacturingBoaz, AL

Owned


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 39 other facilities, none of which is
    deemed to be a principal facility.(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 14 other owned and leased facilities,
    none of which is deemed to be a principal facility.  Item 3.
    Legal
    Proceedings     14




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Item 4.
    Reserved   15




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##### Table of Contents



Item 4A.
    Executive
    Officers of the Registrant    Name

Age

PositionEdward F. Crawford


70


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


40


President and Chief Operating Officer and DirectorJeffrey L. Rutherford


49


Vice President and Chief Financial OfficerRobert D. Vilsack


49


Secretary and General CounselPatrick W. Fogarty


48


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
  2009

2008Quarter

High

Low

High

Low1st

$
6.63


$
1.65


$
25.20


$
13.702nd


5.24



2.67



18.24



14.563rd


9.32



2.69



22.16



11.774th


8.69



4.01



18.49



3.76     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, 2009


30,445(2
)

$
8.26



-0-



340,920November 1  November 30, 2009


-0-



-0-



-0-



340,920December 1  December 31, 2009


-0-



-0-



-0-



340,920TOTAL


30,445


$
8.26



-0-



340,920     (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 2009, no
    shares were purchased as part of this program.(2)
    
    Consist of shares of common stock the Company acquired from
    recipients of restricted stock awards at the time of vesting of
    such awards in order to settle recipient withholding tax
    liabilities. 17




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##### Table of Contents



Item 6.
    Selected
    Financial Data  (Dollars
    in thousands, except per share data)
  Year Ended December 31,2009


2008


2007


2006


2005Selected Statement of Operations Data(a):Net sales

$
701,047


$
1,068,757


$
1,071,441


$
1,056,246


$
932,900Cost of products sold(b)


597,200



919,297



912,337



908,095



796,283Gross profit


103,847



149,460



159,104



148,151



136,617Selling, general and administrative expenses


87,786



105,546



98,679



90,296



82,133Goodwill impairment charge


-0-



95,763



-0-



-0-



-0-Gain on sale of assets held for sale


-0-



-0-



(2,299
)


-0-



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


5,206



25,331



-0-



(809
)


943Operating income (loss)(b)


10,855



(77,180
)


62,724



58,664



53,541Gain on purchase of 8.375% senior subordinated notes


(6,297
)


(6,232
)


-0-



-0-



-0-Interest expense(c)


23,189



27,869



31,551



31,267



27,056(Loss) income before income taxes


(6,037
)


(98,817
)


31,173



27,397



26,485Income tax (benefit) expense(d)


(828
)


20,986



9,976



3,218



(4,323
)Net (loss) income

$
(5,209
)

$
(119,803
)

$
21,197


$
24,179


$
30,808Amounts per common share:Basic

$
(.47
)

$
(10.88
)

$
1.91


$
2.20


$
2.82Diluted

$
(.47
)

$
(10.88
)

$
1.82


$
2.11


$
2.70   Year Ended December 31,2009


2008


2007


2006


2005Other Financial Data:Net cash flows provided by operating activities

$
43,865


$
8,547


$
31,466


$
6,063


$
34,501Net cash flows used by investing activities


(4,772
)


(20,398
)


(21,991
)


(31,407
)


(31,376
)Net cash flows (used) provided by financing activities


(33,820
)


15,164



(16,600
)


28,285



8,414Depreciation and amortization


18,918



20,933



20,611



20,140



17,346Capital expenditures, net


5,575



17,466



21,876



20,756



20,295Selected Balance Sheet Data (as of period end):Cash and cash equivalents

$
23,098


$
17,825


$
14,512


$
21,637


$
18,696Working capital


229,348



252,873



270,939



268,825



208,051Property, plant and equipment


76,631



90,642



105,557



101,085



110,310Total assets


502,268



619,220



769,189



783,751



662,854Total debt


333,997



374,646



360,049



374,800



346,649Shareholders equity


22,810



12,755



171,478



138,737



103,521  18




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##### Table of Contents



(a)
    
    The selected consolidated financial data is not directly
    comparable on a
    year-to-year
    basis, primarily due to acquisitions and divestitures we made
    throughout the five years ended December 31, 2009, which
    include the following acquisitions:          (b)
    
    In each of the years ended December 31, 2009, 2008, 2007,
    2006 and 2005, 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 $.5 million,
    $.3 million, $.3 million, and $.3 million in the
    years ended December 31, 2009, 2007, 2006, and 2005,
    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 31,2009


2008


2007


2006


2005(Dollars in thousands)Non-cash charges:Cost of products sold (inventory write-down)

$
1,797


$
5,544


$
2,214


$
800


$
833Asset impairment


5,206



24,767



-0-



-0-



391Restructuring and severance


-0-



564



-0-



-0-



400Pension and postretirement benefits curtailment (credits)


-0-



-0-



-0-



(809
)


152Total

$
7,003


$
30,875


$
2,214


$
(9
)

$
1,776Charges reflected as restructuring and impairment charges
    (credits) on income statement

$
5,206


$
25,331


$
-0-


$
(809
)

$
943     (c)
    
    In 2006 and 2005, the Company reversed $5.0 million and
    $7.3 million, respectively, 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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##### Table of Contents



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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Form 10-K.
         21




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##### Table of Contents



Results
    of Operations
  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
%       Selling,
    General & Administrative (SG&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
%  22




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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:
      Income
    Taxes:
  Year-EndedDecember 31,2009


2008(Dollars in millions)Income before income taxes

$
(6.0
)

$
(98.8
)Income tax (benefit) expense

$
(.8
)

$
21.0Effective income tax rate


13
%


(21
)%  23




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##### Table of Contents



2008
    versus 2007
  Net
    Sales by Segment:
  Year-EndedDecember 31,





Percent2008


2007


Change


Change(Dollars in millions)Supply Technologies

$
521.3


$
531.4


$
(10.1
)


(2
)%Aluminum Products


156.3



169.1



(12.8
)


(8
)%Manufactured Products


391.2



370.9



20.3



5
%Consolidated Net Sales

$
1,068.8


$
1,071.4


$
(2.6
)


0
%   ramp-up.
  Cost
    of Products Sold & Gross Profit:
  Year-EndedDecember 31,





Percent2008


2007


Change


Change(Dollars in millions)Consolidated cost of products sold

$
919.3


$
912.3


$
7.0



1
%Consolidated gross profit

$
149.5


$
159.1


$
(9.6
)


(6
)%Gross margin


14.0
%


14.8
%      24




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##### Table of Contents



Selling,
    General & Administrative Expenses:
  Year-EndedDecember 31,



Percent2008

2007

Change

Change(Dollars in millions)Consolidated SG&A expenses

$
105.5


$
98.7


$
6.8



7
%SG&A percent


9.9
%


9.2
%     Interest
    Expense:
  Year-EndedDecember 31,



Percent2008

2007

Change

Change(Dollars in millions)Interest expense

$
27.9


$
31.6


$
(3.7
)


(12
)%Average outstanding borrowings

$
385.8


$
383.6


$
2.2



1
%Average borrowing rate


7.23
%


8.23
%


100



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 31,2008


2007(Dollars in millions)(Loss) income before income taxes

$
(98.8
)

$
31.2Income taxes

$
21.0


$
10.0Effective income tax rate


(21
)%


32
%         Liquidity
    and Sources of Capital
         26




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##### Table of Contents



and/or
            Off-Balance
    Sheet Arrangements
   27




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##### Table of Contents



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(1)

$
333,792


$
10,689


$
13,936


$
306,358


$
2,809Capital lease obligations


205



205



-0-



-0-



-0-Interest obligations(2)


75,056



15,396



30,792



28,868



-0-Operating lease obligations


36,815



12,477



14,955



5,785



3,598Purchase obligations


90,218



84,238



5,980



-0-



-0-Postretirement obligations(3)


19,059



2,434



4,543



4,086



7,996Standby letters of credit and bank guarantees


19,461



13,114



5,530



-0-



817Total

$
574,606


$
138,553


$
75,736


$
345,097


$
15,220     (1)
    
    Maturities on long-term debt obligations consider the
    March 8, 2010 amendment to the credit agreement.(2)
    
    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 ($2.0 million based on 1.43%
    average interest rate and outstanding borrowings of
    $141.2 million at December 31, 2009) is not
    included above due to the subjectivity and estimation required.(3)
    
    Postretirement obligations include projected postretirement
    benefit payments to participants only through 2019.      Critical
    Accounting Policies
    Revenue Recognition:
 28




---



##### Table of Contents



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




---



##### Table of Contents



Income Taxes:
   30




---



##### Table of Contents



Pension and Other Postretirement Benefit
    Plans:
  Stock-Based Compensation:
    Recent
    Accounting Pronouncements
        three-tier
       31




---



##### Table of Contents



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




---



##### Table of Contents



33




---



##### 



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


35Report of Independent Registered Public
    Accounting Firm


36Consolidated Balance Sheets 
    December 31, 2009 and 2008


37Consolidated Statements of Operations 
    Years Ended December 31, 2009, 2008 and 2007


38Consolidated Statements of Shareholders
    Equity  Years Ended December 31, 2009, 2008 and
    2007


39Consolidated Statements of Cash Flows 
    Years Ended December 31, 2009, 2008 and 2007


40Notes to Consolidated Financial Statements


41Supplementary Financial Data


62Selected Quarterly Financial Data
    (Unaudited)  Years Ended December 31, 2009 and
    2008


62Schedule II  Valuation and
    Qualifying accounts


64   34




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                 35




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                     36




---



##### Table of Contents



Park-Ohio
    Holdings Corp. and Subsidiaries
  Consolidated
    Balance Sheets
  December 31,2009


2008(Dollars in thousands)ASSETSCurrent AssetsCash and cash equivalents

$
23,098


$
17,825Accounts receivable, less allowances for doubtful accounts of
    $8,388 in 2009 and $3,044 in 2008


104,643



165,779Inventories


182,116



228,817Deferred tax assets


8,104



9,446Unbilled contract revenue


19,411



25,602Other current assets


12,700



12,818Total Current Assets


350,072



460,287Property, plant and equipment:Land and land improvements


3,948



3,723Buildings


46,181



42,464Machinery and equipment


195,111



202,287245,240



248,474Less accumulated depreciation


168,609



157,83276,631



90,642Other Assets:Goodwill


4,155



4,109Other


71,410



64,182$
502,268


$
619,220LIABILITIES AND SHAREHOLDERS EQUITYCurrent LiabilitiesTrade accounts payable

$
75,083


$
121,995Accrued expenses


39,150



74,351Current portion of long-term debt


10,894



8,778Current portion of other postretirement benefits


2,197



2,290Total Current Liabilities


127,324



207,414Long-Term Liabilities, less current portion8.375% senior subordinated notes due 2014


183,835



198,985Revolving credit


134,600



164,600Other long-term debt


4,668



2,283Deferred tax liability


7,200



9,090Other postretirement benefits and other long-term liabilities


21,831



24,093352,134



399,051Shareholders 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  13,273,842 shares in 2009 and 12,237,392
    in 2008


13,274



12,237Additional paid-in capital


66,323



64,212Retained (deficit)


(34,230
)


(29,021
)Treasury stock, at cost, 1,473,969 shares in 2009 and
    1,443,524 shares in 2008


(17,443
)


(17,192
)Accumulated other comprehensive (loss)


(5,114
)


(17,481
)22,810



12,755$
502,268


$
619,220    37




---



##### Table of Contents



Park-Ohio
    Holdings Corp. and Subsidiaries
  Consolidated
    Statements of Operations
  Year Ended December 31,2009


2008


2007(Dollars in thousands,except per share data)Net sales

$
701,047


$
1,068,757


$
1,071,441Cost of products sold


597,200



919,297



912,337Gross profit


103,847



149,460



159,104Selling, general and administrative expenses


87,786



105,546



98,679Goodwill impairment charge


-0-



95,763



-0-Gain on sale of assets held for sale


-0-



-0-



(2,299
)Restructuring and impairment charges


5,206



25,331



-0-Operating income (loss)


10,855



(77,180
)


62,724Gain on purchase of 8.375% senior subordinated notes


(6,297
)


(6,232
)


-0-Interest expense


23,189



27,869



31,551(Loss) income before income taxes


(6,037
)


(98,817
)


31,173Income tax (benefit) expense


(828
)


20,986



9,976Net (loss) income

$
(5,209
)

$
(119,803
)

$
21,197Amounts per common share:Basic

$
(.47
)

$
(10.88
)

$
1.91Diluted

$
(.47
)

$
(10.88
)

$
1.82    38




---



##### 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, 2007

$
12,110


$
59,676


$
70,193


$
(9,066
)

$
5,824


$
138,737Adjustment relating to adoption of FIN 48










(608
)










(608
)Comprehensive income (loss):Net income










21,197











21,197Foreign currency translation adjustment


















7,328



7,328Unrealized loss on marketable securities, net of income tax of
    $182


















(323
)


(323
)Pension and postretirement benefit adjustments, net of income
    tax of $2,834


















4,933



4,933Comprehensive income






















33,135Restricted stock award


17



(17
)














-0-Amortization of restricted stock






1,651















1,651Purchase of treasury stock (92,253 shares)














(2,189
)






(2,189
)Exercise of stock options (106,084 shares)


106



234















340Share-based compensation






412















412Balance at December 31, 2007


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 income (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 (loss)






















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
)

$
22,810    39




---



##### Table of Contents



Park-Ohio
    Holdings Corp. and Subsidiaries
  Consolidated
    Statements of Cash Flows
  Year Ended December 31,2009


2008


2007(Dollars in thousands)OPERATING ACTIVITIESNet (loss) income

$
(5,209
)

$
(119,803
)

$
21,197Adjustments to reconcile net (loss) income to net cash provided
    by operations:Depreciation and amortization


18,918



20,933



20,611Restructuring and impairment charges


5,206



121,094



2,214Gain on purchase of 8.375% senior subordinated notes


(6,297
)


(6,232
)


-0-Deferred income taxes


(1,842
)


-0-



4,342Stock based compensation expense


2,365



2,113



2,063Changes in operating assets and liabilities excluding
    acquisitions of businesses:Accounts receivable


61,136



6,578



9,536Inventories


46,701



(12,547
)


8,527Accounts payable and accrued expenses


(82,113
)


7,247



(22,246
)Other


5,000



(10,836
)


(14,778
)Net cash provided by operating activities


43,865



8,547



31,466INVESTING ACTIVITIESPurchases of property, plant and equipment


(5,575
)


(17,466
)


(21,876
)Business acquisitions, net of cash acquired


-0-



(5,322
)


-0-Purchases of marketable securities


(62
)


(853
)


(5,142
)Sales of marketable securities


865



2,983



662Proceeds from the sale of assets held for sale


-0-



260



4,365Net cash used by investing activities


(4,772
)


(20,398
)


(21,991
)FINANCING ACTIVITIES(Payments) proceeds on bank arrangements, net


(25,499
)


25,612



(14,751
)Purchase of 8.375% senior subordinated notes


(8,853
)


(4,658
)


-0-Issuance of common stock under stock option plan


783



147



340Purchase of treasury stock


(251
)


(5,937
)


(2,189
)Net cash (used) provided by financing activities


(33,820
)


15,164



(16,600
)Increase (decrease) in cash and cash equivalents


5,273



3,313



(7,125
)Cash and cash equivalents at beginning of year


17,825



14,512



21,637Cash and cash equivalents at end of year

$
23,098


$
17,825


$
14,512Income taxes paid

$
3,146


$
6,847


$
6,170Interest paid


23,018



26,115



30,194    40




---



##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  December 31,
    2009, 2008 and 2007
    (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 31,2009


2008Finished goods

$
100,309


$
129,939Work in process


26,778



29,648Raw materials and supplies


55,029



69,230$
182,116


$
228,817   Property, Plant and Equipment:
  Impairment of Long-Lived Assets:
 41




---



##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Goodwill and Other Intangible Assets:
    Stock-Based Compensation:
      Accounting for Asset Retirement
    Obligations:
 42




---



##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Income Taxes:
  Revenue Recognition:
  Accounts Receivable and Allowance for Doubtful
    Accounts:
  Software Development Costs:
  Concentration of Credit Risk:
 43




---



##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Shipping and Handling Costs:
  Environmental: and/or
  Foreign Currency Translation:
  Recent
    Accounting Pronouncements
          Level 1 
  Level 2 
  Level 3 
 44




---



##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      NOTE B 
    Segments  tm tm just-in-time point-of-use
      45




---



##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Year Ended December 31,2009


2008


2007Net sales:Supply Technologies

$
328,805


$
521,270


$
531,417Aluminum Products


111,388



156,269



169,118Manufactured Products


260,854



391,218



370,906$
701,047


$
1,068,757


$
1,071,441Income before income taxes:Supply Technologies

$
6,325


$
(74,884
)

$
27,175Aluminum Products


(5,155
)


(36,042
)


3,020Manufactured Products


23,472



50,534



45,79824,642



(60,392
)


75,993Corporate costs


(7,490
)


(10,556
)


(13,269
)Interest expense


(23,189
)


(27,869
)


(31,551
)$
(6,037
)

$
(98,817
)

$
31,173Identifiable assets:Supply Technologies

$
207,729


$
256,161


$
354,165Aluminum Products


76,443



87,215



98,524Manufactured Products


178,715



242,057



231,459General corporate


39,381



33,787



85,041$
502,268


$
619,220


$
769,189Depreciation and amortization expense:Supply Technologies

$
4,812


$
5,153


$
4,832Aluminum Products


7,556



8,564



8,563Manufactured Products


6,022



6,586



6,723General corporate


528



630



493$
18,918


$
20,933


$
20,611Capital expenditures:Supply Technologies

$
2,380


$
931


$
7,751Aluminum Products


1,385



7,750



4,775Manufactured Products


2,006



8,101



6,534General corporate


(196
)


684



2,816$
5,575


$
17,466


$
21,876  46




---



##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year EndedDecember 31,2009


2008


2007United States


73
%


68
%


70
%Asia


9
%


11
%


9
%Canada


6
%


6
%


5
%Mexico


2
%


6
%


6
%Europe


9
%


6
%


6
%Other


1
%


3
%


4
%100
%


100
%


100
%     NOTE C 
    Acquisitions  Regulation S-X.
  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-



4109



4,109Foreign Currency Translation


-0-



-0-



46



46Balance at December 31, 2009

$
-0-


$
-0-


$
4,155


$
4,155  47




---



##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009








2008Acquisition


Accumulated





Acquisition


AccumulatedCosts


Amortization


Net


Costs


Amortization


NetNon-contractual customer relationships

$
7,200


$
1,800


$
5,400


$
7,200


$
1,200


$
6,000Other


820



372



448



820



248



572$
8,020


$
2,172


$
5,848


$
8,020


$
1,448


$
6,572     NOTE E 
    Other
    Assets    December 31,2009


2008Pension assets

$
49,435


$
38,985Deferred financing costs, net


1,345



2,951Tooling


384



139Software development costs


3,893



4,096Intangible assets subject to amortization


5,848



6,572Other


10,505



11,439Totals

$
71,410


$
64,182   NOTE F 
    Accrued
    Expenses    December 31,2009


2008Accrued salaries, wages and benefits

$
8,978


$
13,173Advance billings


14,189



28,412Warranty accrual


2,760



5,402Interest payable


2,191



2,837Taxes


1,788



6,386Other


9,244



18,141Totals

$
39,150


$
74,351    48




---



##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009


2008


2007Balance at beginning of year

$
5,402


$
5,799


$
3,557Claims paid during the year


(3,367
)


(3,944
)


(2,402
)Warranty expense


704



4,202



4,526Other


21



(655
)


118Balance at end of year

$
2,760


$
5,402


$
5,799   NOTE G 
    Financing
    Arrangements    December 31,2009


20088.375% senior subordinated notes due 2014

$
183,835


$
198,985Revolving credit facility maturing on June 30, 2013


141,200



164,600Other


8,962



11,061333,997



374,646Less current maturities


10,894



8,778Total

$
323,103


$
365,868      49




---



##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                  NOTE H 
    Income
    Taxes    Year Ended December 31,2009


2008


2007Current expense (benefit):Federal

$
(147
)

$
229


$
(9
)State


179



1,518



299Foreign


982



6,156



5,3441,014



7,903



5,634Deferred:Federal


(1,231
)


12,421



3,639State


(39
)


923



198Foreign


(572
)


(261
)


505(1,842
)


13,083



4,342Income tax (benefit) expense

$
(828
)

$
20,986


$
9,976  50




---



##### Table of Contents



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

2009


2008


2007Tax at statutory rate

$
(2,113
)

$
(34,586
)

$
10,911Effect of state income taxes, net


(161
)


(1,834
)


266Effect of foreign operations


1,247



293



(1,082
)Goodwill


-0-



23,241



-0-Valuation allowance


(1,815
)


33,625



238Equity compensation


148



18



51Tax credits


(192
)


(240
)


(207
)Prior year adjustments


141



(304
)


504Non-deductable items


735



802



572Other, net


1,182



(29
)


(1,277
)Total

$
(828
)

$
20,986


$
9,976     December 31,2009


2008Deferred tax assets:Postretirement benefit obligation

$
7,060


$
7,579Inventory


10,342



12,126Net operating loss and credit carryforwards


22,478



22,133Goodwill


4,381



5,465Other


8,348



10,832Total deferred tax assets


52,609



58,135Deferred tax liabilities:Depreciation and amortization


692



5,824Pension


18,010



14,389Intangible assets and other


2,335



2,645Total deferred tax liabilities


21,037



22,858Net deferred tax assets prior to valuation allowances


31,572



35,277Valuation allowances


(30,668
)


(34,921
)Net deferred tax asset

$
904


$
356      51




---



##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        2009


2008


2007Unrecognized Tax Benefit  January 1,

$
5,806


$
5,255


$
4,691Gross Increases  Tax Positions in Prior Period


101



-0-



72Gross Decreases  Tax Positions in Prior Period


(55
)


(39
)


(133
)Gross Increases  Tax Positions in Current Period


97



590



625Settlements


-0-



-0-



-0-Lapse of Statute of Limitations


(231
)


-0-



-0-Unrecognized Tax Benefit  December 31,

$
5,718


$
5,806


$
5,255       NOTE I 
    Stock
    Plan   52




---



##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Assumptions:
 2008

2007Weighted average fair value per option

$
7.48


$
12.92Risk-free interest rate


3.33
%


4.62
%Dividend yield


0
%


0
%Expected stock volatility


53
%


57
%Expected life  years


6.0



6.0            53




---



##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009WeightedWeighted


AverageAverage


Remaining


AggregateNumber


Exercise


Contractual


Intrinsicof Shares


Price


Term


ValueOutstanding  beginning of year


901,050


$
4.28Granted


-0-



-0-Exercised


(410,000
)


1.91Canceled or Expired


-0-



-0-Outstanding  end of year


491,050


$
6.26



4.0 years


$
931Options Exercisable


421,050



7.31



3.6 years



877             2009WeightedAverageNumber of


Grant DateShares


Fair ValueOutstanding  beginning of year


174,501


$
14.93Granted


644,700



3.50Vested


(105,541
)


13.39Canceled or expired


(18,250
)


3.49Outstanding  end of year


695,410


$
4.58        54




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##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        NOTE J 
    Legal
    Proceedings    NOTE K 
    Pensions
    and Postretirement Benefits   55




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##### Table of Contents



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


Benefits2009


2008


2009


2008Change in benefit obligationBenefit obligation at beginning of year

$
48,383


$
48,320


$
19,961


$
18,711Service cost


471



439



61



87Interest cost


2,748



2,892



1,053



1,215Amendments


10



-0-



(920
)


-0-Actuarial losses (gains)


1,446



1,150



279



2,348Benefits and expenses paid, net of contributions


(4,238
)


(4,418
)


(2,146
)


(2,400
)Benefit obligation at end of year

$
48,820


$
48,383


$
18,288


$
19,961Change in plan assetsFair value of plan assets at beginning of year

$
87,368


$
118,878


$
-0-


$
-0-Actual return on plan assets


16,725



(27,092
)


-0-



-0-Company contributions


-0-



-0-



2,146



2,400Cash transfer to fund postretirement benefit payments


(1,600
)


-0-



-0-



-0-Benefits and expenses paid, net of contributions


(4,238
)


(4,418
)


(2,146
)


(2,400
)Fair value of plan assets at end of year

$
98,255


$
87,368


$
-0-


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

$
49,435


$
38,985


$
(18,288
)

$
(19,961
)     PostretirementPension


Benefits2009


2008


2009


2008Noncurrent assets

$
49,435


$
38,985


$
-0-


$
-0-Noncurrent liabilities


-0-



-0-



11,111



11,757Current liabilities


-0-



-0-



2,197



2,290Accumulated other comprehensive (income) loss


15,900



25,131



4,980



5,914Net amount recognized at the end of the year

$
65,335


$
64,116


$
18,288


$
19,961Amounts recognized in accumulated other comprehensive
    (income) lossNet actuarial loss/(gain)

$
15,819


$
24,972


$
4,980


$
5,914Net prior service cost (credit)


253



372



-0-



-0-Net transition obligation (asset)


(172
)


(213
)


-0-



-0-Accumulated other comprehensive (income) loss

$
15,900


$
25,131


$
4,980


$
5,914    56




---



##### Table of Contents



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


2009


2008Asset CategoryEquity securities


60-65
%


69.3
%


54.0
%Debt securities


25-30



9.9



11.6Other


15-20



20.8



34.4100
%


100
%


100
%     Level 2


TotalCollective trust and pooled insurance funds:Common stock

$
52,507


$
52,507Equity Funds


12,727



12,727Foreign Stock


2,590



2,590Convertible Securities


1,063



1,063U.S. Government Obligations


4,900



4,900Fixed income funds


4,588



4,588Cash and Cash Equivalents


19,779



19,779Other


100



100$
98,254


$
98,254     Weighted-Average assumptions as of December 31,Pension

Postretirement Benefits2009

2008

2007

2009

2008

2007Discount rate


5.50
%


6.00
%


6.25
%


5.50
%


6.00
%


6.25
%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




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##### Table of Contents



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


Postretirement Benefits2009


2008


2007


2009


2008


2007Components of net periodic benefit costService costs

$
471


$
439


$
334


$
61


$
87


$
180Interest costs


2,748



2,892



2,842



1,053



1,215



1,103Expected return on plan assets


(7,036
)


(9,634
)


(9,049
)


-0-



-0-



-0-Transition obligation


(40
)


(47
)


(38
)


-0-



-0-



-0-FAS 88 one-time charge


-0-



-0-



80



-0-



-0-



-0-Amortization of prior service cost


129



137



138



-0-



(52
)


(63
)Recognized net actuarial (gain) loss


910



(100
)


13



294



369



227Benefit (income) costs

$
(2,818
)

$
(6,313
)

$
(5,680
)

$
1,408


$
1,619


$
1,447Other changes in plan assets and benefit obligations
    recognized in other comprehensive (income) lossAOCI at beginning of year

$
25,131


$
(12,756
)

$
(8,144
)

$
5,914


$
3,884


$
7,038Net (gain)/loss


(8,241
)


37,876



(4,499
)


280



2,347



(2,990
)Recognition of prior service cost/(credit)


(120
)


(137
)


(138
)


(920
)


52



63Recognition of (gain)/loss


(870
)


148



25



(294
)


(369
)


(227
)Total recognized in other comprehensive (income) loss at end of
    year

$
15,900


$
25,131


$
(12,756
)

$
4,980


$
5,914


$
3,884         Postretirement BenefitsPension



Expected

Net includingBenefits

Gross

Medicare Subsidy

Medicare Subsidy2010


4,088



2,434



237



2,1972011


3,988



2,353



235



2,1182012


3,901



2,190



236



1,9542013


3,873



2,087



229



1,8582014


3,802



1,999



218



1,7812015 to 2019


18,172



7,996



916



7,080  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 2009

$
91


$
(79
)Effect on postretirement benefit obligation as of
    December 31, 2009

$
1,309


$
(1,170
)       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 31,2009


2008


2007NUMERATORNet (loss) income

$
(5,209
)

$
(119,803
)

$
21,197DENOMINATORDenominator for basic earnings per share  weighted
    average shares


10,968



11,008



11,106Effect of dilutive securities:Employee stock options


-0-



-0-



545Denominator for diluted earnings per share  weighted
    average shares and assumed conversions


10,968



11,008



11,651Amounts per common share:Basic

$
(.47
)

$
(10.88
)

$
1.91Diluted

$
(.47
)

$
(10.88
)

$
1.82       NOTE N 
    Accumulated
    Comprehensive Loss    December 31,2009


2008Foreign currency translation adjustment

$
6,950


$
3,982Unrealized net losses on marketable securities, net of tax


-0-



(413
)Pension and postretirement benefit adjustments, net of tax


(12,064
)


(21,050
)Total

$
(5,114
)

$
(17,481
)   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

$
85     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   NOTE P 
    Subsequent
    Event   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)2009Net 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
)

$
.022008Net sales

$
267,090


$
285,940


$
266,148


$
249,579Gross profit


38,693



43,735



39,389



27,643Net income (loss)

$
3,482


$
5,717


$
(9,068
)

$
(119,934
)Amounts per common share:Basic

$
.31


$
.52


$
(.82
)

$
(10.96
)Diluted

$
.30


$
.49


$
(.82
)

$
(10.96
)   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 2008, the Company recorded $18,059 of
    restructuring and asset impairment charges associated with the
    weakness and volatility in the automotive markets ($13,189 in
    the Aluminum Products segment and $4,291 in the Manufactured
    Products segment). Inventory impairment charges of $579 were
    included in Cost of Products Sold and $17,480 were included in
    Restructuring and impairment charges.Note 8 
    In the fourth quarter of 2008, the Company recorded a non-cash
    goodwill impairment charge of $95,763. 62




---



##### Table of Contents



Note 9 
    In the fourth quarter of 2008, the Company recorded a gain of
    $6,232 on the purchase of $11,015 aggregate principal amount of
    8.375% senior subordinated notes due 2014 issued by
    Park-Ohio Industries, Inc. The notes were not contributed to
    Park-Ohio Industries, Inc., but were held by Park-Ohio Holdings
    Corp.  Note 10 
    In the fourth quarter of 2008, the Company recorded $13,430 of
    restructuring and asset impairment charges associated with the
    decision to exit its relationship with its largest customer
    along with the general economic downturn resulting in either the
    closure, downsizing or consolidation of eight facilities in its
    distribution network. Impairment charges were offset by a gain
    of $614 recorded in the Aluminum Products segment relating to
    the sale of certain facilities that were previously written off.Note 11 
    In the fourth quarter of 2008, the Company recorded a valuation
    allowance of $33,466 for its net deferred tax asset. 63




---



##### 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, 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
)(D)


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
)


34,921Product warranty liability


5,799



4,202



(4,599
)(C)


5,402Year Ended December 31, 2007:Allowances deducted from assets:Trade receivable allowances

$
4,305


$
1,609


$
(2,190
)(A)

$
3,724Inventory Obsolescence reserve


22,978



4,383



(6,929
)(B)


20,432Tax valuation allowances


316



1,901



-0-
(D)


2,217Product warranty liability


3,557



4,526



(2,284
)(C)


5,799           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)
 64




---



##### 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   65




---



##### 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)


408,200


$
6.26



899,250Equity compensation plans not approved by security holders


-0-



-0-



-0-Total


408,200


$
6.26



899,250     (1)
    
    Includes the Companys Amended and Restated 1998 Long-Term
    Incentive Plan. 66




---



##### Table of Contents



Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   67




---



##### Table of Contents



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


35Report of Independent Registered Public Accounting Firm


36Consolidated Balance Sheets  December 31, 2009
    and 2008


37Consolidated Statements of Operations  Years Ended
    December 31, 2009, 2008 and 2007


38Consolidated Statements of Shareholders Equity 
    Years Ended December 31, 2009, 2008 and 2007


39Consolidated Statements of Cash Flows  Years Ended
    December 31, 2009, 2008 and 2007


40Notes to Consolidated Financial Statements


41Selected Quarterly Financial Data (Unaudited)  Years
    Ended December 31, 2009 and 2008


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


64       Form 10-K
 68




---



##### 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 15, 2010*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
 69




---



##### Table of Contents



ANNUAL
    REPORT ON
    FORM 10-K
    PARK-OHIO HOLDINGS CORP.
  For the
    Year Ended December 31, 2009
  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

Second Amended and Restated Credit Agreement, dated
    June 20, 2007, among Park-Ohio Industries, Inc., the other
    loan parties thereto, the lenders thereto and JP Morgan Chase
    Bank, N.A. (successor by merger to Bank One, NA), as agent
    (filed as exhibit 4.1 to
    Form 10-Q
    of Park-Ohio Holdings Corp. on November 9, 2009, SEC File
    No. 000-03134
    and incorporated by reference and made a part hereof)4
.2

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)10
.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*

Summary of Annual Cash Bonus Plan for Chief Executive Officer
    (filed as Exhibit 10.1 to
    Form 10-Q
    for Park-Ohio Holdings Corp. for the quarter ended
    March 31, 2005, SEC File
    No. 000-03134
    and incorporated herein 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) 70




---



##### Table of Contents



Exhibit21
.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. 71