##### 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
    SECURITIESEXCHANGE 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 333-43005-01
 PARK-OHIO INDUSTRIES,
    INC.
 (Exact name of registrant as
    specified in its charter)
  Ohio

34-6520107(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:
 None
  Securities registered pursuant to Section 12(g) of the
    Act:
 None
    o þ
  þ o
  o þ
  o o
  Regulation S-K Form 10-K Form 10-K. o
    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
 None




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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




---



##### 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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##### Table of Contents



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.
    Holdings
    Chairman of the Board and Chief Executive Officer and
    Holdings President and Chief Operating Officer
    collectively beneficially own a significant portion of
    Holdings 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



Part II  Item 5.
    Market
    for the Registrants Common Equity, Related Stockholder
    Matters and Issuer Purchases of Equity Securities    Item 6.
    Selected
    Financial Data  10-K.
  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
   16




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##### Table of Contents



Form 10-K.
         17




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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

$
84.0


$
102.1


$
(18.1
)


(18
)%SG&A percent


12.0
%


9.6
%  18




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##### Table of Contents



Interest Expense:
  Year-EndedDecember 31,



Percent2009

2008

Change

Change(Dollars in millions)Interest expense

$
23.9


$
27.9


$
(4.0
)

(14)%Average outstanding borrowings

$
374.1


$
385.8


$
(11.7
)

(3)%Average borrowing rate


6.39
%


7.23
%


(84
)

basis points     Impairment
    Charges:
      Gain
    on Purchase of 8.375% Senior Subordinated
    Notes:
    Income
    Taxes:
  Year-EndedDecember 31,2009


2008(Dollars in millions)Income (loss) before income taxes

$
3.2


$
(101.7
)Income tax (benefit) expense

$
(.8
)

$
21.0Effective income tax rate


(25
)%


(21
)%    19




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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
%      20




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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

$
102.1


$
96.5


$
5.6



6
%SG&A percent


9.6
%


9.0
%     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:
    Income
    Taxes:
  Year-EndedDecember 31,2008


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

$
(101.7
)

$
31.0Income taxes

$
21.0


$
10.0Effective income tax rate


(21
)%


32
%      21




---



##### Table of Contents



Critical
    Accounting Policies
    Revenue Recognition:
  Allowance for Doubtful Accounts:
  Allowance for Obsolete and Slow Moving
    Inventory:
  Impairment of Long-Lived Assets:
 22




---



##### Table of Contents



Restructuring:
  Goodwill:
   23




---



##### Table of Contents



Income Taxes:
    Pension and Other Postretirement Benefit
    Plans:
  Recent
    Accounting Pronouncements
       24




---



##### Table of Contents



three-tier
            Environmental
  clean-up
    Seasonality;
    Variability of Operating Results
   25




---



##### Table of Contents



Forward-Looking
    Statements
  Form 10-K
 26




---



##### 



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


28Report of Independent Registered Public
    Accounting Firm


29Consolidated Balance Sheets 
    December 31, 2009 and 2008


30Consolidated Statements of Operations 
    Years Ended December 31, 2009, 2008 and 2007


31Consolidated Statements of Shareholders
    Equity  Years Ended December 31, 2009, 2008 and
    2007


32Consolidated Statements of Cash Flows 
    Years Ended December 31, 2009, 2008 and 2007


33Notes to Consolidated Financial Statements


34Supplementary Financial DataSchedule II  Valuation and
    Qualifying accounts


60EX-24.1EX-31.1EX-31.2EX-32.1   27




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                 28




---



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REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                     29




---



##### Table of Contents



Park-Ohio
    Industries, Inc. and Subsidiaries
  Consolidated
    Balance Sheets
  December 31,2009


2008(Dollars in thousands)ASSETSCurrent AssetsCash and cash equivalents

$
21,976


$
17,623Accounts 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


13,783



19,266Total Current Assets


350,033



466,533Property, plant and equipment:Land and land improvements


3,673



3,448Buildings


44,721



41,004Machinery and equipment


194,111



201,287242,505



245,739Less accumulated depreciation


167,546



156,91174,959



88,828Other Assets:Goodwill


4,155



4,109Other


70,695



63,375$
499,842


$
622,845LIABILITIES AND SHAREHOLDERS EQUITYCurrent LiabilitiesTrade accounts payable

$
75,078


$
122,107Accrued expenses


39,074



74,394Current portion of long-term debt


10,894



8,778Current portion of other postretirement benefits


2,197



2,290Total Current Liabilities


127,243



207,569Long-Term Liabilities, less current portion8.375% senior subordinated notes due 2014


183,835



210,000Revolving 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



410,066Shareholders EquityCommon stock, par value $1 per share


-0-



-0-Additional paid-in capital


55,362



56,112Retained (deficit)


(29,783
)


(33,800
)Accumulated other comprehensive (loss)


(5,114
)


(17,102
)20,465



5,210$
499,842


$
622,845    30




---



##### Table of Contents



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


2008


2007(Dollars in thousands)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


84,036



102,127



96,523Goodwill impairment charge


-0-



95,763



-0-Restructuring and impairment charges


5,206



25,331



-0-Operating income (loss)


14,605



(73,761
)


62,581Gain on purchase of 8.375% senior subordinated notes


(12,529
)


-0-



-0-Interest expense


23,945



27,921



31,551Income (loss) before income taxes


3,189



(101,682
)


31,030Income tax (benefit) expense


(828
)


20,986



9,976Net income (loss)

$
4,017


$
(122,668
)

$
21,054    31




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##### Table of Contents



Park-Ohio
    Industries, Inc. and Subsidiaries
  Consolidated
    Statements of Shareholders Equity
  AccumulatedAdditional


Retained


OtherCommon


Paid-In


Earnings


ComprehensiveStock


Capital


(Deficit)


Income (Loss)


Total(Dollars in thousands)Balance at January 1, 2007

$
-0-


$
64,844


$
68,422


$
5,824


$
139,090Adjustment relating to adoption of FIN 48










(608
)






(608
)Comprehensive income:Net income










21,054







21,054Foreign currency translation adjustment














7,328



7,328Pension and postretirement benefit adjustments, net of income
    tax of $2,834














4,932



4,932Comprehensive income


















33,314Balance at December 31, 2007


-0-



64,844



88,868



18,084



171,796Comprehensive (loss):Net loss










(122,668
)






(122,668
)Foreign currency translation adjustment














(8,730
)


(8,730
)Pension and postretirement benefit adjustments, net of income
    tax of $13,460














(26,456
)


(26,456
)Comprehensive (loss)


















(157,854
)Distribution of capital to shareholder






(8,732
)










(8,732
)Balance at December 31, 2008


-0-



56,112



(33,800
)


(17,102
)


5,210Comprehensive income (loss):Net income










4,017







4,017Foreign currency translation adjustment














2,968



2,968Pension and postretirement benefit adjustments, net of income
    tax of $1,179














9,020



9,020Comprehensive income


















16,005Distribution of capital to shareholder






(750
)










(750
)Balance at December 31, 2009

$
-0-


$
55,362


$
(29,783
)

$
(5,114
)

$
20,465    32




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##### Table of Contents



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


2008


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

$
4,017


$
(122,668
)

$
21,054Adjustments to reconcile net income (loss) to net cash provided
    by operations:Depreciation and amortization


18,776



20,782



20,469Restructuring and impairment charges


5,206



121,094



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


(12,529
)


-0-



-0-Deferred income taxes


(1,842
)


-0-



4,342Changes 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


(82,349
)


7,490



(21,900
)Other


10,572



(10,535
)


(15,410
)Net cash provided by operating activities


49,688



10,194



28,832INVESTING ACTIVITIESPurchases of property, plant and equipment


(5,575
)


(17,466
)


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


-0-



(5,322
)


-0-Proceeds from the sale of assets held for sale


-0-



260



-0-Net cash used by investing activities


(5,575
)


(22,528
)


(21,876
)FINANCING ACTIVITIES(Payments) proceeds on bank arrangements, net


(25,499
)


25,612



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


(13,511
)


-0-



-0-Distribution of capital to shareholder


(750
)


(8,732
)


-0-Net cash (used) provided by financing activities


(39,760
)


16,880



(14,751
)Increase (decrease) in cash and cash equivalents


4,353



4,546



(7,795
)Cash and cash equivalents at beginning of year


17,623



13,077



20,872Cash and cash equivalents at end of year

$
21,976


$
17,623


$
13,077Income taxes paid

$
3,146


$
6,847


$
6,170Interest paid


23,018



26,115



30,194    33




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  December 31,
    2009, 2008 and 2007
    (Dollars in thousands)
  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:
 34




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Goodwill and Other Intangible Assets:
    Accounting for Asset Retirement
    Obligations:
  Income Taxes:
 35




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Revenue Recognition:
  Accounts Receivable and Allowance for Doubtful
    Accounts:
  Software Development Costs:
  Concentration of Credit Risk:
  Shipping and Handling Costs:
  Environmental: and/or
  Foreign Currency Translation:
 36




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Recent
    Accounting Pronouncements
          Level 1 
  Level 2 
  Level 3 
   37




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    NOTE B 
    Segments  tm tm just-in-time point-of-use
      38




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. 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


1,736



(13,369
)


(13,412
)Interest expense


(23,189
)


(27,921
)


(31,551
)$
3,189


$
(101,682
)

$
31,030Identifiable assets:Supply Technologies

$
207,729


$
256,161


$
354,165Aluminum Products


76,443



87,215



98,524Manufactured Products


178,715



242,057



231,459General corporate


36,955



37,412



85,270$
499,842


$
622,845


$
769,418Depreciation 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


386



479



351$
18,776


$
20,782


$
20,469Capital 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  39




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. 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  40




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. 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



7,513Other


9,790



9,691Totals

$
70,695


$
63,375   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


9,168



18,184Totals

$
39,074


$
74,394    41




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. 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


$
210,000Revolving credit facility maturing on June 30, 2013


141,200



164,600Other


8,962



11,061333,997



385,661Less current maturities


10,894



8,778Total

$
323,103


$
376,883      42




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. 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  43




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. 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      44




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. 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 
    Legal
    Proceedings   45




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE J 
    Pensions
    and Postretirement Benefits      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
)  46




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    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       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  47




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##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    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       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    48




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      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     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 K 
    Leases   49




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    NOTE L 
    Accumulated
    Comprehensive Loss    December 31,2009


2008Foreign currency translation adjustment

$
6,950


$
3,982Pension and postretirement benefit adjustments, net of tax


(12,064
)


(21,084
)Total

$
(5,114
)

$
(17,102
)   NOTE M 
    Restructuring
    and Unusual Charges    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  50




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    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 N 
    Subsequent
    Event    NOTE O 
    Supplemental Guarantor Information
     51




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATING BALANCE SHEET
 December 31, 2009
  Combined


CombinedGuarantor


Non-Guarantor


Reclassifications/Parent


Subsidiaries


Subsidiaries


Eliminations


Consolidated(In thousands)ASSETSCurrent assets:Cash and cash equivalents

$
(2,876
)

$
1,613


$
21,839


$
1,400


$
21,976Accounts receivable, net


(1,300
)


84,669



24,477



(3,203
)


104,643Inventories


-0-



148,658



33,458



-0-



182,116Other current assets


8,769



18,365



9,878



(3,818
)


33,194Deferred tax assets


-0-



-0-



-0-



8,104



8,104Total Current Assets


4,593



253,305



89,652



2,483



350,033Investment in subsidiaries


313,315



26,129



(26,129
)


(313,315
)


-0-Inter-company advances


383,098



292,128



21,935



(697,161
)


-0-Property, Plant and Equipment, net


(464
)


70,962



10,506



(6,045
)


74,959Other Assets:Goodwill


-0-



1,346



2,809



-0-



4,155Other


25,864



38,660



14,528



(8,357
)


70,695Total Other Assets


25,864



40,006



17,337



(8,357
)


74,850Total Assets

$
726,406


$
682,530


$
113,301


$
(1,022,395
)

$
499,842LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Trade accounts payable

$
3,360


$
55,920


$
14,375


$
1,423


$
75,078Accrued expenses


1,581



25,889



11,604



-0-



39,074Current portion of long-term liabilities


6,600



102



2,163



4,226



13,091Total Current Liabilities


11,541



81,911



28,142



5,649



127,243Long-Term Liabilities, less current portion8.375% Senior Subordinated Notes due 2014


210,000



-0-



-0-



(26,165
)


183,835Revolving credit maturing on December 31, 2010


134,600



-0-



-0-



-0-



134,600Other long-term debt


-0-



4,409



1,623



(1,364
)


4,668Deferred tax liability


6,007



-0-



1,193



-0-



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


2,710



52,637



314



(33,830
)


21,831Total Long-Term Liabilities


353,317



57,046



3,130



(61,359
)


352,134Inter-company advances


361,789



286,093



37,505



(685,387
)


-0-Shareholders Equity


(241
)


257,480



44,524



(281,298
)


20,465Total Liabilities and Shareholders Equity

$
726,406


$
682,530


$
113,301


$
(1,022,395
)

$
499,842  52




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    UNAUDITED  (Continued)
  PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATING BALANCE SHEET
 December 31, 2008
  Combined


CombinedGuarantor


Non-Guarantor


Reclassifications/Parent


Subsidiaries


Subsidiaries


Eliminations


Consolidated(In thousands)ASSETSCurrent assets:Cash and cash equivalents

$
(1,960
)

$
339


$
10,504


$
8,740


$
17,623Accounts receivable, net


(425
)


124,167



42,037



-0-



165,779Inventories


-0-



185,852



42,965



-0-



228,817Other current assets


9,996



23,035



14,030



(2,193
)


44,868Deferred tax assets


-0-



-0-



-0-



9,446



9,446Total Current Assets


7,611



333,393



109,536



15,993



466,533Investment in subsidiaries


385,803



23,876



(23,876
)


(385,803
)


-0-Inter-company advances


408,900



417,572



9,065



(835,537
)


-0-Property, Plant and Equipment, net


3,119



74,923



10,786



-0-



88,828Other Assets:Goodwill


-0-



1,346



2,763



-0-



4,109Other


11,218



45,077



1,564



5,516



63,375Total Other Assets


11,218



46,423



4,327



5,516



67,484Total Assets

$
816,651


$
896,187


$
109,838


$
(1,199,831
)

$
622,845LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Trade accounts payable

$
3,726


$
92,134


$
17,880


$
8,367


$
122,107Accrued expenses


205



52,203



21,986



-0-



74,394Current portion of long-term liabilities


-0-



195



8,543



2,330



11,068Total Current Liabilities


3,931



144,532



48,409



10,697



207,569Long-Term Liabilities, less current portion8.375% Senior Subordinated Notes due 2014


210,000



-0-



-0-



-0-



210,000Revolving credit maturing on December 31, 2010


164,600



-0-



-0-



-0-



164,600Other long-term debt


-0-



547



1,776



(40
)


2,283Deferred tax liability


7,686



-0-



1,404



-0-



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


3,078



53,841



434



(33,260
)


24,093Total Long-Term Liabilities


385,364



54,388



3,614



(33,300
)


410,066Inter-company advances


426,584



371,557



13,830



(811,971
)


-0-Shareholders Equity


772



325,710



43,985



(365,257
)


5,210Total Liabilities and Shareholders Equity

$
816,651


$
896,187


$
109,838


$
(1,199,831
)

$
622,845  53




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##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    UNAUDITED  (Continued)
  PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
 CONSOLIDATING STATEMENT OF INCOME
 For the Year Ended December 31, 2009
  Combined


CombinedGuarantor


Non-GuarantorParent


Subsidiaries


Subsidiaries


Eliminations


Consolidated(In thousands)Net sales

$
-0-


$
572,333


$
128,714


$
-0-


$
701,047Cost of sales


-0-



494,323



102,877



-0-



597,200Gross profit


-0-



78,010



25,837



-0-



103,847Operating Expenses:Selling, general and administrative expenses


(12,463
)


91,238



19,193



(13,932
)


84,036Restructuring and impairment charges


-0-



2,206



-0-



3,000



5,206Operating Income (loss)


12,463



(15,434
)


6,644



10,932



14,605Gain on purchase of 8.375% senior subordinated notes


-0-



-0-



-0-



(12,529
)


(12,529
)Interest expense


23,243



1,152



752



(1,202
)


23,945(Loss) income before income tax (benefit) expense


(10,780
)


(16,586
)


5,892



24,663



3,189Income tax (benefit) expense


(1,067
)


60



179



-0-



(828
)Net income (loss)

$
(9,713
)

$
(16,646
)

$
5,713


$
24,663


$
4,017  54




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##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    UNAUDITED  (Continued)
  PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
 CONSOLIDATING STATEMENT OF INCOME
 For the Year Ended December 31, 2008
  Combined


CombinedGuarantor


Non-GuarantorParent


Subsidiaries


Subsidiaries


Eliminations


Consolidated(In thousands)Net sales

$
-0-


$
875,260


$
193,497


$
-0-


$
1,068,757Cost of sales


-0-



766,952



146,801



5,544



919,297Gross profit


-0-



108,308



46,696



(5,544
)


149,460Operating Expenses:Selling, general and administrative expenses


(20,346
)


106,893



31,939



(16,359
)


102,127Restructuring and impairment charges


-0-



108,614



12,480



-0-



121,094Operating Income (loss)


20,346



(107,199
)


2,277



10,815



(73,761
)Interest expense


26,883



1,736



725



(1,423
)


27,921(Loss) income before income taxes


(6,537
)


(108,935
)


1,552



12,238



(101,682
)Income taxes


14,569



96



6,321



-0-



20,986Net (loss) income

$
(21,106
)

$
(109,031
)

$
(4,769
)

$
12,238


$
(122,668
)  55




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##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    UNAUDITED  (Continued)
  PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
 CONSOLIDATING STATEMENT OF INCOME
 For the Year Ended December 31, 2007
  Combined


CombinedGuarantor


Non-GuarantorParent


Subsidiaries


Subsidiaries


Eliminations


Consolidated(In thousands)Net sales

$
-0-


$
882,091


$
189,350


$
-0-


$
1,071,441Cost of sales


-0-



766,495



143,626



2,216



912,337Gross profit


-0-



115,596



45,724



(2,216
)


159,104Operating Expenses:Selling, general and administrative expenses


(54,674
)


103,919



25,553



21,725



96,523Operating Income


54,674



11,677



20,171



(23,941
)


62,581Interest expense


30,588



1,793



339



(1,169
)


31,551Income before income taxes


24,086



9,884



19,832



(22,772
)


31,030Income taxes


3,377



216



6,383



-0-



9,976Net income

$
20,709


$
9,668


$
13,449


$
(22,772
)

$
21,054  56




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##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    UNAUDITED  (Continued)
  PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
 For the Year Ended December 31, 2009
  Combined


CombinedGuarantor


Non-GuarantorParent


Subsidiaries


Subsidiaries


Eliminations


Consolidated(In thousands)Net cash provided by operations

$
15,697


$
965


$
33,026


$
-0-


$
49,688Cash flows from investing activities:Purchases of property, plant and equipment, net


197



(4,125
)


(1,647
)


-0-



(5,575
)Net cash provided (used) in investing activities


197



(4,125
)


(1,647
)


-0-



(5,575
)Cash flows from financing activities:Distribution of capital to shareholder


(750
)


-0-



-0-



-0-



(750
)Purchase of 8.375% senior subordinated notes


-0-



-0-



(13,511
)


-0-



(13,511
)Proceeds from bank arrangements


(23,400
)


4,434



(6,533
)


-0-



(25,499
)Net cash (used) provided by financing activities


(24,150
)


4,434



(20,044
)


-0-



(39,760
)Increase (decrease) in cash and cash equivalents


(8,256
)


1,274



11,335



-0-



4,353Cash and cash equivalents at beginning of year


6,780



339



10,504



-0-



17,623Cash and cash equivalents at end of year

$
(1,476
)

$
1,613


$
21,839


$
-0-


$
21,976  57




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##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    UNAUDITED  (Continued)
  PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
 For the Year Ended December 31, 2008
  Combined


CombinedGuarantor


Non-GuarantorParent


Subsidiaries


Subsidiaries


Eliminations


Consolidated(In thousands)Net cash (used) provided by operations

$
(3,847
)

$
25,797


$
(11,756
)

$
-0-


$
10,194Cash flows from investing activities:Purchases of property, plant and equipment, net


(685
)


(20,784
)


4,003



-0-



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


-0-



(5,322
)


-0-



-0-



(5,322
)Proceeds from the sale of assets held for sale


-0-



260



-0-



-0-



260Net cash (used) in investing activities


(685
)


(25,846
)


4,003



-0-



(22,528
)Cash flows from financing activities:Proceeds from bank arrangements, net


19,200



(219
)


6,631



-0-



25,612Distribution of capital to shareholder


(8,732
)


-0-



-0-



-0-



(8,732
)Net cash provided (used) by financing activities


10,468



(219
)


6,631



-0-



16,880Increase (decrease) in cash and cash equivalents


5,936



(268
)


(1,122
)


-0-



4,546Cash and cash equivalents at beginning of year


844



607



11,626



-0-



13,077Cash and cash equivalents at end of year

$
6,780


$
339


$
10,504


$
-0-


$
17,623  58




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##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    UNAUDITED  (Continued)
  PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
 For the Year Ended December 31, 2007
  Combined


CombinedGuarantor


Non-GuarantorParent


Subsidiaries


Subsidiaries


Eliminations


Consolidated(In thousands)Net cash provided by operations

$
7,040


$
11,812


$
9,980


$
-0-


$
28,832Cash flows from investing activities:Purchases of property, plant and equipment, net


(2,816
)


(9,156
)


(9,904
)


-0-



(21,876
)Net cash (used) in investing activities


(2,816
)


(9,156
)


(9,904
)


-0-



(21,876
)Cash flows from financing activities:Principal payments on long-term debt


(11,300
)


(2,619
)


(832
)


-0-



(14,751
)Net cash (used) by financing activities


(11,300
)


(2,619
)


(832
)


-0-



(14,751
)Increase (decrease) in cash and cash equivalents


(7,076
)


37



(756
)


-0-



(7,795
)Cash and cash equivalents at beginning of year


7,920



570



12,382



-0-



20,872Cash and cash equivalents at end of year

$
844


$
607


$
11,626


$
-0-


$
13,077  59




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##### Table of Contents



Schedule II  PARK-OHIO
    INDUSTRIES, INC.
 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)
 60




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##### 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   61




---



##### Table of Contents



Part III  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Form 10-K.
  Item 11.
    Executive
    Compensation  Form 10-K.
  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Form 10-K.
  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  Form 10-K.
  Item 14.
    Principal
    Accountant Fees and Services    2009


2008Audit fees

$
965,000


$
1,136,00Audit-related fees


75,000



75,000Tax fees


52,210



100,810      62




---



##### Table of Contents



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


28Report of Independent Registered Public
    Accounting Firm


29Consolidated Balance Sheets 
    December 31, 2009 and 2008


30Consolidated Statements of Operations 
    Years Ended December 31, 2009, 2008 and 2007


31Consolidated Statements of Shareholders
    Equity  Years Ended December 31, 2009, 2008 and
    2007


32Consolidated Statements of Cash Flows 
    Years Ended December 31, 2009, 2008 and 2007


33Notes to Consolidated Financial Statements


34Financial Statement SchedulesThe following consolidated financial statement schedule of
    Park-Ohio Industries, Inc. is included in Item 8:Schedule II  Valuation and
    Qualifying accounts


60       Form 10-K
 63




---



##### 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 25, 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
 64




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##### Table of Contents



ANNUAL
    REPORT ON
    FORM 10-K
    PARK-OHIO INDUSTRIES, INC.
  For the
    Year Ended December 31, 2009
  EXHIBIT INDEX
  Exhibit3
.1

Amended and Restated Articles of Incorporation of Park-Ohio
    Industries, Inc. (filed as Exhibit 3.1 to the
    Form 10-K
    of Park-Ohio Industries, Inc. for the year ended
    December 31, 1998, SEC
    File No. 333-43005
    and incorporated by reference and made a part hereof)3
.2

Code of Regulations of Park-Ohio Industries, Inc. (filed as
    Exhibit 3.2 to the
    Form 10-K
    of Park-Ohio
    Industries, Inc. for the year ended December 31, 1998, SEC
    File
    No. 333-43005
    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*

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
.4*

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
.5*

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
.6

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)24
.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. 65