##### 





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
    THESECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2007ORo

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
 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
  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




---



##### 





Part I  Item 1.
    Business  Overview
      tm
    Supply Technologies

Aluminum Products

Manufactured ProductsNET
    SALES(1)

$531.4 million
    (49% of total)

$169.1 million
    (16% of total)

$370.9 million
    (35% of total)SELECTED PRODUCTS

Sourcing, planning and

   Pump housings

   Induction heating andprocurement of over

   Clutch retainers/pistons

melting systems175,000 production

   Control arms

   Pipe threadingcomponents, including:

   Knuckles

systems   Fasteners

   Master cylinders

   Industrial oven   Pins

   Pinion housings

systems   Valves

   Brake calipers

   Injection molded   Hoses

   Oil pans

rubber components   Wire harnesses

   Flywheel spacers

   Forging presses   Clamps and fittings   Rubber and plastic componentsSELECTED 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

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

   Steel
       Coatings
       Forging
       Foundry
       Heavy-duty truck
       Construction equipment
       Bottling
       Automotive
       Oil and gas
       Rail and locomotive manufacturing
       Aerospace and defense   Supply
    Technologies
   1




---



##### 



tm tm just-in-time point-of-use
  Form 10-K
  Form 10-K
  Products and Services. tm
  tm
 2




---



##### 



®
  Markets and Customers. tm
    Competition. tm just-in-time point-of-use
  Aluminum
    Products
    Products and Services.
   3




---



##### 



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




---



##### 



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




---



##### 



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




---



##### 



Item 1A.
    Risk
    Factors    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.
   7




---



##### 




    the loss of any 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.
  and/or
 8




---



##### 



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.
   9




---



##### 



Potential
    product liability risks exist from the products which 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;
    difficulties in staffing and managing multinational operations;
    limitations on our ability to enforce legal rights and
    remedies; and
    potentially adverse tax consequences.   10




---



##### 



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.
        If our
    information systems fail, our business will be materially
    affected.
   11




---



##### 



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 parent companys
    outstanding common stock and their interests may conflict with
    yours.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties   12




---



##### 



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
    ManufacturingSt. Paul, MN

Leased


104,425


LogisticsAllentown, PA

Leased


60,075


LogisticsAtlanta, GA

Leased


56,000


LogisticsDallas, TX

Leased


49,985


LogisticsMemphis, TN

Leased


48,750


LogisticsLouisville, KY

Leased


30,000


LogisticsNashville, TN

Leased


44,900


LogisticsTulsa, OK

Leased


40,000


LogisticsAustin, TX

Leased


30,000


LogisticsKent, OH

Leased


225,000


ManufacturingMississauga,

Leased


117,000


ManufacturingOntario, CanadaSolon, OH

Leased


62,700


LogisticsDublin, VA

Leased


40,000


LogisticsDelaware, OH

Owned


45,000


ManufacturingALUMINUM

Conneaut, OH(3)

Leased/Owned


304,000


ManufacturingPRODUCTS

Huntington, IN

Leased


132,000


ManufacturingFremont, IN

Owned


108,000


ManufacturingWapakoneta, OH

Owned


188,000


ManufacturingRichmond, IN

Leased/Owned


97,300


ManufacturingMANUFACTURED

Cuyahoga Hts., OH

Owned


427,000


ManufacturingPRODUCTS(4)

Cicero, IL

Owned


450,000


ManufacturingLe Roeulx, Belgium

Owned


120,000


ManufacturingEuclid, OH

Leased


60,000


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


ManufacturingShanghai, China

Leased


20,500


Manufacturing     (1)
    
    Supply Technologies has 43 other facilities, none of which is
    deemed to be a principal facility.(2)
    
    Includes 20,150 square feet used by Park-Ohios
    corporate office.(3)
    
    Includes three leased properties with square footage of 91,800,
    64,000 and 45,700, respectively, and two owned properties with
    82,300 and 20,200 square feet, respectively.(4)
    
    Manufactured Products has 16 other owned and leased facilities,
    none of which is deemed to be a principal facility.  Item 3.
    Legal
    Proceedings     13




---



##### 



Item 4.
    Submission
    of Matters to a Vote of Security Holders   14




---



##### 



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    Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations    Executive
    Overview
  tm tm tm just-in-time
   15




---



##### 



16




---



##### 



Accounting
    Changes and Goodwill
        Results
    of Operations
  2007
    versus 2006
  Net
    Sales by Segment:
  Year-Ended








Acquired/December 31,





Percent


(Divested)2007


2006


Change


Change


SalesSupply Technologies

$
531.4


$
598.2


$
(66.8
)


(11
)%

$
29.5Aluminum Products


169.1



154.6



14.5



9
%


0.0Manufactured Products


370.9



303.4



67.5



22
%


0.0Consolidated Net Sales

$
1,071.4


$
1,056.2


$
15.2



1
%

$
29.5    17




---



##### 



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





Percent2007


2006


Change


ChangeConsolidated cost of products sold

$
912.3


$
908.1


$
4.2



0
%Consolidated gross profit

$
159.1


$
148.1


$
11.0



7
%Gross margin


14.8
%


14.0
%   ramp-up
  Selling,
    General & Administrative (SG&A)
    Expenses:
  Year-EndedDecember 31,





Percent2007


2006


Change


ChangeConsolidated SG&A expenses

$
96.5


$
88.9


$
7.6



9
%SG&A percent


9.0
%


8.4
%     Interest
    Expense:
  Year-EndedDecember 31,





Percent2007


2006


Change


ChangeInterest expense

$
31.6


$
31.3


$
0.3



1
%Average outstanding borrowings

$
383.6


$
376.5


$
7.1



2
%Average borrowing rate


8.23
%


8.31
%


8



basis points  18




---



##### 



Income
    Taxes:
  Year-EndedDecember 31,2007


2006Income before income taxes

$
31.0


$
28.8Income taxes

$
10.0


$
3.2Reversal of tax valuation allowance included in income


0.0



(5.0
)Income taxes, excluding reversal of tax valuation
    allowance  (Non-GAAP)

$
10.0


$
8.2Effective income tax rate


32
%


11
%Effective income tax rate excluding reversal of tax valuation
    allowance  (Non-GAAP)


32
%


28
%         Results
    of Operations
  2006
    versus 2005
  Net
    Sales by Segment:
  Year Ended








Acquired/December 31,





Percent


(Divested)2006


2005


Change


Change


SalesSupply Technologies

$
598.2


$
532.6


$
65.6



12
%

$
38.7Aluminum products


154.6



159.1



(4.5
)


(3
)%


0.0Manufactured products


303.4



241.2



62.2



26
%


22.9Consolidated Net Sales

$
1,056.2


$
932.9


$
123.3



13
%

$
61.6    19




---



##### 



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





Percent2006


2005


Change


ChangeConsolidated cost of products sold

$
908.1


$
796.3


$
111.8



14
%Consolidated gross profit

$
148.1


$
136.6


$
11.5



8
%Gross Margin


14.0
%


14.6
%     SG&A
    Expenses:
  Year EndedDecember 31,





Percent2006


2005


Change


ChangeConsolidated SG&A expenses

$
88.9


$
81.4


$
7.5



9
%SG&A percent


8.4
%


8.7
%     Interest
    Expense:
  Year EndedDecember 31,





Percent2006


2005


Change


ChangeInterest expense

$
31.3


$
27.1


$
4.2



15
%Average outstanding borrowings

$
376.5


$
357.1


$
19.4



5
%Average borrowing rate


8.31
%


7.59
%


72



basis points    20




---



##### 



Income
    Taxes:
  Year Ended December 31,2006


2005Income before income taxes

$
28.8


$
27.3Income taxes (benefit)

$
3.2


$
(4.3
)Reversal of tax valuation allowance included in income


(5.0
)


(7.3
)Income taxes, excluding reversal of tax valuation
    allowance  (Non-GAAP)

$
8.2


$
3.0Effective income tax rate (benefit)


11
%


(16
)%Effective income tax rate excluding reversal of tax valuation
    allowance  (Non-GAAP)


28
%


11
%       Critical
    Accounting Policies
    Revenue Recognition:
  Allowance for Doubtful Accounts:
 21




---



##### 



Allowance for Obsolete and Slow Moving
    Inventory:
  Impairment of Long-Lived Assets:
  Restructuring: No. 94-3, (EITF 94-3),
  EITF 94-3
  Goodwill:
  Deferred Income Tax Assets and Liabilities:
  Pension and Other Postretirement Benefit
    Plans:
  Accounting Changes:
 22




---



##### 



Recent
    Accounting Pronouncements
          Environmental
  clean-up
 23




---



##### 



Seasonality;
    Variability of Operating Results
      Forward-Looking
    Statements
  Form 10-K
 24




---



##### 



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk       25




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data  Index to
    Consolidated Financial Statements and Supplementary Financial
    Data
  PageReport of Independent Registered Public Accounting Firm


27Report of Independent Registered Public Accounting Firm


28Consolidated Balance Sheets  December 31, 2007
    and 2006


29Consolidated Statements of Income  Years Ended
    December 31, 2007, 2006 and 2005


30Consolidated Statements of Shareholders Equity 
    Years Ended December 31, 2007, 2006 and 2005


31Consolidated Statements of Cash Flows  Years Ended
    December 31, 2007, 2006 and 2005


32Notes to Consolidated Financial Statements


33Supplementary Financial DataSchedule II  Valuation and Qualifying accounts


62  26




---



##### 



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                    27




---



##### 



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM              
    Management has identified a material weakness in controls
    related to the Companys revenue recognition process.           28




---



##### 



Park-Ohio
    Industries, Inc. and Subsidiaries
 Consolidated
    Balance Sheets  December 31,2007


2006(Dollars in thousands)ASSETSCurrent AssetsCash and cash equivalents

$
13,077


$
20,872Accounts receivable, less allowances for doubtful accounts of
    $3,724 in 2007 and $4,305 in 2006


172,357



181,893Inventories


215,409



223,936Deferred tax assets


21,897



34,142Unbilled contract revenue


24,817



16,886Other current assets


19,757



12,829Total Current Assets


467,314



490,558Property, plant and equipment:Land and land improvements


3,177



3,188Buildings


39,977



36,197Machinery and equipment


220,334



205,945263,488



245,330Less accumulated depreciation


159,896



146,352103,592



98,978Other Assets:Goodwill


100,997



98,180Net assets held for sale


3,330



4,576Other


94,185



91,377$
769,418


$
783,669LIABILITIES AND SHAREHOLDERS EQUITYCurrent LiabilitiesTrade accounts payable

$
121,870


$
132,859Accrued expenses


66,923



77,834Current portion of long-term debt


2,362



3,310Current portion of other postretirement benefits


2,041



2,563Total Current Liabilities


193,196



216,566Long-Term Liabilities, less current portion 
    8.375% senior subordinated notes due 2014


210,000



210,000Revolving credit


145,400



156,700Other long-term debt


2,287



4,790Deferred tax liability


22,722



32,089Other postretirement benefits and other long-term liabilities


24,017



24,434404,426



428,013Shareholders EquityCommon stock, par value $1 per share


-0-



-0-Additional paid-in capital


64,844



64,844Retained earnings


88,868



68,422Accumulated other comprehensive loss


18,084



5,824171,796



139,090$
769,418


$
783,669    29




---



##### 



Park-Ohio
    Industries, Inc. and Subsidiaries
 Consolidated
    Statements of Income  Year Ended December 31,2007


2006


2005(Dollars in thousands)Net sales

$
1,071,441


$
1,056,246


$
932,900Cost of products sold


912,337



908,095



796,283Gross profit


159,104



148,151



136,617Selling, general and administrative expenses


96,523



88,940



81,368Restructuring and impairment charges (credits)


-0-



(809
)


943Operating income


62,581



60,020



54,306Interest expense


31,551



31,267



27,056Income before income taxes


31,030



28,753



27,250Income taxes (benefit)


9,976



3,218



(4,323
)Net income

$
21,054


$
25,535


$
31,573    30




---



##### 



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





OtherCommon


Paid-In


Retained


ComprehensiveStock


Capital


Earnings


Income (Loss)


Total(Dollars in thousands)Balance at January 1, 2005

$
-0-


$
64,844


$
11,314


$
(1,676
)

$
74,482Comprehensive income (loss):Net income










31,573







31,573Foreign currency translation adjustment














94



94Minimum pension liability














(520
)


(520
)Comprehensive income


















31,147Balance at December 31, 2005


-0-



64,844



42,887



(2,102
)


105,629Comprehensive income (loss):Net income










25,535







25,535Foreign currency translation adjustment














2,128



2,128Minimum pension liability














5,358



5,358Comprehensive income


















33,021Adjustment recognized upon adoption of FAS 158 (net of
    income tax of $404)














440



440Balance at December 31, 2006


-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


$
171,796    31




---



##### 



Park-Ohio
    Industries, Inc. and Subsidiaries
 Consolidated
    Statements of Cash Flows  Year Ended December 31,2007


2006


2005(Dollars in thousands)OPERATING ACTIVITIESNet income

$
21,054


$
25,535


$
31,573Adjustments to reconcile net income to net cash provided by
    operations:Depreciation and amortization


20,469



20,037



17,261Restructuring and impairment charges (credits)


2,214



(9
)


1,776Deferred income taxes


4,342



(4,361
)


(6,946
)Changes in operating assets and liabilities excluding
    acquisitions of businesses:Accounts receivable


9,536



(16,219
)


5,507Inventories


8,527



(28,443
)


(1,699
)Accounts payable and accrued expenses


(21,900
)


16,760



(934
)Other


(15,410
)


(8,539
)


(12,043
)Net cash provided by operating activities


28,832



4,761



34,495INVESTING ACTIVITIESPurchases of property, plant and equipment, net


(21,876
)


(19,256
)


(20,295
)Business acquisitions, net of cash acquired


-0-



(23,271
)


(12,181
)Proceeds from sale-leaseback transactions


-0-



9,420



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


-0-



3,200



1,100Net cash used by investing activities


(21,876
)


(29,907
)


(31,376
)FINANCING ACTIVITIESProceeds from bank arrangements, net


-0-



28,150



8,342Payments on bank arrangements and long-term debt, net


(14,751
)


-0-



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


(14,751
)


28,150



8,342(Decrease) Increase in cash and cash equivalents


(7,795
)


3,004



11,461Cash and cash equivalents at beginning of year


20,872



17,868



6,407Cash and cash equivalents at end of year

$
13,077


$
20,872


$
17,868Income taxes paid

$
6,170


$
5,291


$
881Interest paid


30,194



28,997



24,173    32




---



##### 



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  December 31,
    2007, 2006 and 2005
    (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 31,2007


2006Finished goods

$
129,074


$
143,071Work in process


26,249



42,405Raw materials and supplies


60,086



38,460$
215,409


$
223,936   Property, Plant and Equipment:
  Goodwill and Other Intangible Assets:
  Pensions and Other Postretirement
    Benefits:
 33




---



##### 



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accounting for Asset Retirement
    Obligations:
  Income Taxes:
  Revenue Recognition:
  Accounts Receivable and Allowance for Doubtful
    Accounts:
 34




---



##### 



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Software Development Costs:
  Concentration of Credit Risk:
  Shipping and Handling Costs:
  Environmental: and/or
  Foreign Currency Translation:
  Recent
    Accounting Pronouncements
     35




---



##### 



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Reclassification:
  NOTE B 
    Industry
    Segments  tm tm just-in-time
 36




---



##### 



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Year Ended December 31,2007


2006


2005Net sales:Supply Technologies

$
531,417


$
598,228


$
532,624Aluminum Products


169,118



154,639



159,053Manufactured Products


370,906



303,379



241,223$
1,071,441


$
1,056,246


$
932,900Income before income taxes:Supply Technologies

$
27,175


$
38,383


$
34,814Aluminum Products


3,020



3,921



9,103Manufactured Products


45,798



28,991



20,63075,993



71,295



64,547Corporate costs


(13,412
)


(11,275
)


(10,241
)Interest expense


(31,551
)


(31,267
)


(27,056
)$
31,030


$
28,753


$
27,250 37




---



##### 



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Year Ended December 31,2007


2006


2005Identifiable assets:Supply Technologies

$
354,165


$
382,101


$
323,176Aluminum Products


98,524



98,041



101,489Manufactured Products


231,459



206,089



169,004General corporate


85,270



97,438



71,056$
769,418


$
783,669


$
664,725Depreciation and amortization expense:Supply Technologies

$
4,832


$
4,365


$
4,575Aluminum Products


8,563



7,892



7,484Manufactured Products


6,723



6,960



4,986General corporate


351



820



216$
20,469


$
20,037


$
17,261Capital expenditures:Supply Technologies

$
7,751


$
2,447


$
2,070Aluminum Products


4,775



5,528



10,473Manufactured Products


6,534



12,548



7,266General corporate


2,816



(1,267
)


486$
21,876


$
19,256


$
20,295       Year EndedDecember 31,2007


2006


2005United States


70
%


76
%


79
%Asia


9
%


5
%


5
%Canada


5
%


9
%


7
%Mexico


6
%


4
%


3
%Europe


6
%


4
%


2
%Other


4
%


2
%


4
%100
%


100
%


100
%     NOTE C 
    Acquisitions   38




---



##### 



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Regulation S-X.
  Cash acquisition price, less cash acquired





$
20,053AssetsAccounts receivable






(11,460
)Inventories






(4,326
)Other current assets






(201
)Equipment






(365
)Intangible assets subject to amortization






(8,020
)Other assets






(724
)LiabilitiesAccounts payable






9,905Accrued expenses and other current liabilities






4,701Deferred tax liability






3,128Goodwill





$
12,691   No. 95-3,
  Severance and


Exit andPersonnel


Relocation


TotalBalance at October 18, 2006

$
-0-


$
-0-


$
-0-Add: Accruals


650



250



900Less: Payments


(136
)


(46
)


(182
)Balance at December 31, 2006


514



204



718Add: Accruals


-0-



-0-



-0-Less: Payments


(514
)


(204
)


(718
)Balance at December 31, 2007

$
-0-


$
-0-


$
-0-   Regulation S-X.
  Regulation S-X.
 39




---



##### 



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Cash acquisition price, less cash acquired





$
4,698AssetsAccounts receivable






(2,465
)Inventories






-0-Prepaid expenses






(97
)Equipment






(1,636
)LiabilitiesAccrued expenses






846Goodwill





$
1,346   Regulation S-X.
  Cash acquisition price





$
7,000AssetsAccounts receivable






(10,835
)Inventories






(10,909
)Prepaid expenses






(1,201
)Equipment






(407
)LiabilitiesAccounts payable






12,783Accrued expenses






2,270Note payable






1,299Goodwill





$
-0-  40




---



##### 



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  No. 95-3,
  Severance


Exit andand Personnel


Relocation


TotalBalance at June 30, 2005

$
-0-


$
-0-


$
-0-Add: Accruals


250



1,750



2,000Less: Payments


(551
)


(594
)


(1,145
)Transfers


400



(400
)


-0-Balance at December 31, 2005

$
99


$
756


$
855Less: Payments and adjustments


(43
)


(417
)


(460
)Transfers


(17
)


17



-0-Balance at December 31, 2006

$
39


$
356


$
395Less: Payments and adjustments


(39
)


(356
)


(395
)Balance at December 31, 2007

$
-0-


$
-0-


$
-0-   NOTE D 
    FAS 142, Goodwill and Other Intangible
    Assets
      Goodwill at


Goodwill atReporting Segment

December 31, 2007


December 31, 2006Supply Technologies

$
80,249


$
77,732Aluminum Products


16,515



16,515Manufactured Products


4,233



3,933$
100,997


$
98,180       Acquisition


AccumulatedCosts


Amortization


NetNon-contractual customer relationships

$
7,200


$
600


$
6,600Other


820



124



696$
8,020


$
724


$
7,296  41




---



##### 



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE E 
    Other Assets
    December 31,2007


2006Pension assets

$
70,558


$
60,109Deferred financing costs


4,225



5,618Tooling


543



1,501Software development costs


3,461



6,368Deferred tax assets


-0-



6,555Intangible assets subject to amortization


7,504



8,779Other


7,894



2,447Totals

$
94,185


$
91,377   NOTE F 
    Accrued Expenses
    December 31,2007


2006Accrued salaries, wages and benefits

$
17,399


$
17,349Advance billings


16,387



26,729Warranty and project accruals


7,322



4,820Interest payable


2,683



3,232State and local taxes


5,607



5,746Sundry


17,525



19,958Totals

$
66,923


$
77,834       2007


2006


2005Balance at beginning of year

$
3,557


$
3,566


$
4,281Claims paid during the year


(2,402
)


(2,984
)


(3,297
)Warranty expense


4,526



2,797



2,593Acquired warranty liabilities


-0-



178



-0-Other


118



-0-



(11
)Balance at end of year

$
5,799


$
3,557


$
3,566  42




---



##### 



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE G 
    Financing Arrangements
    December 31,2007


20068.375% senior subordinated notes due 2014

$
210,000


$
210,000Revolving credit facility maturing on December 31, 2010


145,400



156,700Industrial development revenue bonds maturing in 2012 at
    interest rates from 2.00% to 4.15%


-0-



3,114Other


4,649



4,986360,049



374,800Less current maturities


2,362



3,310Total

$
357,687


$
371,490              43




---



##### 



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    NOTE H 
    Income Taxes
    Year Ended December 31,2007


2006


2005Current payable (benefit):Federal

$
(9
)

$
2,355


$
165State


299



432



198Foreign


5,344



4,792



2,2605,634



7,579



2,623Deferred:Federal


3,639



(1,093
)


(7,300
)State


198



(1,521
)


-0-Foreign


505



(1,747
)


3544,342



(4,361
)


(6,946
)Income taxes (benefit)

$
9,976


$
3,218


$
(4,323
)     Rate Reconciliation

2007


2006


2005Tax at statutory rate

$
10,911


$
9,571


$
9,189Effect of state income taxes, net


266



(1,240
)


129Effect of foreign operations


(1,082
)


(1,441
)


(151
)Medicare subsidy


196



(126
)


(795
)FIN 48


471



-0-



-0-Valuation allowance


238



(4,806
)


(12,093
)Prior years adjustments


(848
)


889



50Research and development credit


(206
)


(250
)


(237
)Nondeductible expenses


572



417



53Foreign tax credit


(501
)


-0-



-0-Other, net


(41
)


204



(468
)Total

$
9,976


$
3,218


$
(4,323
)  44




---



##### 



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2007


2006Deferred tax assets:Postretirement benefit obligation

$
7,604


$
9,409Inventory


10,969



12,493Net operating loss and credit carryforwards


21,544



18,626Other  net


9,223



11,616Total deferred tax assets


49,340



52,144Deferred tax liabilities:Tax over book depreciation


13,354



12,858Pension


26,071



22,693Inventory


864



889Intangible assets


2,955



3,127Deductible goodwill


4,704



3,452Total deferred tax liabilities


47,948



43,019Net deferred tax assets prior to valuation allowances


1,392



9,125Valuation allowances


(2,217
)


(316
)Net deferred tax (liability) asset

$
(825
)

$
8,809          45




---



##### 



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Unrecognized Tax Benefit  January 1, 2007

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


72Gross Decreases  Tax Positions in Prior Period


(133
)Gross Increases  Tax Positions in Current Period


625Settlements


-0-Lapse of Statute of Limitations


-0-Unrecognized Tax Benefit  December 31, 2007

$
5,255         NOTE I 
    Legal Proceedings
    NOTE J 
    Pensions and Postretirement Benefits
   46




---



##### 



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      At December 31, 2006Prior to


Effect of


As ReportedAdopting FAS


Adopting FAS


at December 31,No. 158


No. 158


2006AssetsOther non-current assets

$
83,493


$
7,884


$
91,377Total assets

$
775,785


$
7,884


$
783,669Liabilities and Shareholders Equity:Pension and postretirement benefit liabilities

$
15,951


$
7,040


$
22,989Deferred income taxes


12,880



404



13,284Accumulated other comprehensive income


-0-



440



440Total liabilities and shareholders equity

$
775,785


$
7,884


$
783,669        47




---



##### 



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


Benefits2007


2006


2007


2006Change in benefit obligationBenefit obligation at beginning of year

$
52,387


$
54,734


$
22,989


$
22,843Service cost


334



426



180



199Curtailment and settlement


80



12



-0-



(254
)Interest cost


2,842



2,915



1,103



1,292Amendments


-0-



-0-



-0-



(1,106
)Actuarial losses (gains)


(2,571
)


(580
)


(2,990
)


3,047Benefits and expenses paid, net of contributions


(4,752
)


(5,120
)


(2,571
)


(3,032
)Benefit obligation at end of year

$
48,320


$
52,387


$
18,711


$
22,989Change in plan assetsFair value of plan assets at beginning of year

$
112,496


$
101,639


$
-0-


$
-0-Actual return on plan assets


11,134



15,977



-0-



-0-Company contributions


-0-



-0-



2,571



3,032Curtailments and settlement


-0-



-0-



-0-



-0-Benefits and expenses paid, net of contributions


(4,752
)


(5,120
)


(2,571
)


(3,032
)Fair value of plan assets at end of year

$
118,878


$
112,496


$
-0-


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

$
70,558


$
60,109


$
(18,711
)

$
(22,989
)     PostretirementPension


Benefits2007


2006


2007


2006Noncurrent assets

$
70,558


$
60,109


$
-0-


$
-0-Noncurrent liabilities


-0-



-0-



12,786



13,387Current liabilities


-0-



-0-



2,041



2,564Accumulated other comprehensive (income) loss


(12,756
)


(8,144
)


3,884



7,038Net amount recognized at the end of the year

$
57,802


$
51,965


$
18,711


$
22,989Amounts recognized in accumulated other comprehensive
    incomeNet actuarial loss/(gain)

$
(13,005
)

$
(8,452
)

$
3,936


$
7,153Net prior service cost (credit)


509



646



(52
)


(115
)Net transition obligation (asset)


(260
)


(338
)


-0-



-0-Accumulated other comprehensive income

$
(12,756
)

$
(8,144
)

$
3,884


$
7,038    48




---



##### 



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Plan AssetsTarget 2008


2007


2006Asset CategoryEquity securities


60-70
%


64.8
%


65.1
%Debt securities


20-30



24.2



25.7Other


7-15



11.0



9.2100
%


100
%


100
%     Weighted-Average assumptions as of December 31,Pension


Postretirement Benefits2007


2006


2005


2007


2006


2005Discount rate


6.25
%


5.75
%


5.50
%


6.25
%


5.75
%


5.50
%Expected return on plan assets


8.25
%


8.50
%


8.75
%


N/A



N/A



N/ARate of compensation increase


N/A



N/A



N/A



N/A



N/A



N/A    49




---



##### 



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


Other Benefits2007


2006


2005


2007


2006


2005Components of net periodic benefit costService costs

$
334


$
426


$
364


$
180


$
199


$
145Interest costs


2,842



2,915



3,194



1,103



1,292



1,281Expected return on plan assets


(9,049
)


(8,408
)


(8,804
)


-0-



-0-



-0-Transition obligation


(38
)


(48
)


(49
)


-0-



-0-



-0-FAS 88 one-time charge


80



297



-0-



-0-



-0-



-0-Amortization of prior service cost


138



182



163



(63
)


(63
)


(69
)Recognized net actuarial (gain) loss


13



99



(224
)


227



374



106Benefit (income) costs

$
(5,680
)

$
(4,537
)

$
(5,356
)

$
1,447


$
1,802


$
1,463Other changes in plan assets and benefit obligations
    recognized in other comprehensive income(a)AOCI at beginning of year

$
(8,144
)

$
5,358



N/A


$
7,038


$
-0-



N/ANet loss/(gain)


(4,499
)










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


(138
)


-0-



N/A



63



-0-



N/ARecognition of loss/(gain)


25



-0-



N/A



(227
)


-0-



N/ADecrease prior to adoption of SFAS No. 158


-0-



(5,358
)


N/A



-0-



-0-



N/AIncrease (decrease) due to adoption of SFAS No. 158


-0-



(8,144
)


N/A



-0-



7,038



N/ATotal recognized in other comprehensive income at end of year

$
(12,756
)

$
(8,144
)


N/A


$
3,884


$
7,038



N/A     (a)
    
    These disclosures are not applicable to 2005 defined benefit
    pension plans and postretirement plans due to
    FAS No. 158 being effective for the year ended
    December 31, 2006.    Postretirement BenefitsPension





Expected


Net includingBenefits


Gross


Medicare Subsidy


Medicare Subsidy2008

$
4,235


$
2,243


$
202


$
2,0412009


4,217



2,223



205



2,0182010


4,138



2,185



204



1,9812011


4,053



2,117



198



1,9192012


3,957



1,972



195



1,7772013 to 2017


19,079



8,318



826



7,492  50




---



##### 



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

1-PercentagePoint

PointIncrease

DecreaseEffect on total of service and interest cost components in 2007

$
121


$
(103
)Effect on postretirement benefit obligation as of
    December 31, 2007

$
1,463


$
(1,274
)     NOTE K 
    Leases
    and Sale-leaseback Transactions      NOTE L 
    Accumulated Comprehensive Loss
    December 31,2007


2006Foreign currency translation adjustment

$
12,712


$
5,384Pension and postretirement benefit adjustments, net of tax


5,372



440Total

$
18,084


$
5,824   NOTE M 
    Restructuring
    and Unusual Charges    51




---



##### 



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


Asset


Restructuring


PensionSold


Impairment


& Severance


Curtailment


TotalManufactured Products

$
833


$
-0-


$
400


$
152


$
1,385Aluminum Products


-0-



391



-0-



-0-



391$
833


$
391


$
400


$
152


$
1,776       Balance at January 1, 2005

$
462Exit charges recorded in 2005


400Cash payments made in 2005


(266
)Balance at December 31, 2005


596Cash payments made in 2006


(312
)Balance at December 31, 2006


284Cash payments made in 2007


(284
)Balance at December 31, 2007

$
-0-       NOTE N 
    Derivatives and Hedging
     52




---



##### 



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE O 
    Supplemental Guarantor Information
     53




---



##### 



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, 2007
  Combined


CombinedGuarantor


Non-Guarantor


Reclassifications/Parent


Subsidiaries


Subsidiaries


Eliminations


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

$
(19,232
)

$
607


$
11,626


$
20,076


$
13,077Accounts receivable, net


(550
)


127,972



44,935



-0-



172,357Inventories


-0-



174,238



41,171



-0-



215,409Other current assets


(10,464
)


16,364



17,936



20,738



44,574Deferred tax assets


-0-



-0-



-0-



21,897



21,897Total Current Assets


(30,246
)


319,181



115,668



62,711



467,314Investment in subsidiaries


397,880



28,729



(28,729
)


(397,880
)


-0-Inter-company advances


370,880



349,186



(382
)


(719,684
)


-0-Property, Plant and Equipment, net


2,913



77,894



22,785



-0-



103,592Other Assets:Goodwill


-0-



93,029



7,968



-0-



100,997Other


47,176



47,364



949



2,026



97,515Total Other Assets


47,176



140,393



8,917



2,026



198,512Total Assets

$
788,603


$
915,383


$
118,259


$
(1,052,827
)

$
769,418LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Trade accounts payable

$
4,141


$
75,879


$
22,339


$
19,511


$
121,870Accrued expenses


(9,477
)


45,962



18,259



12,179



66,923Current portion of long-term liabilities


-0-



185



2,138



2,080



4,403Total Current Liabilities


(5,336
)


122,026



42,736



33,770



193,196Long-Term Liabilities, less current portion8.375% Senior Subordinated Notes due 2014


210,000



-0-



-0-



-0-



210,000Revolving credit maturing on December 31, 2010


145,400



-0-



-0-



-0-



145,400Other long-term debt


-0-



776



1,551



(40
)


2,287Deferred tax liability


(3,366
)


-0-



2,101



23,987



22,722Other postretirement benefits and other long-term liabilities


4,125



52,689



557



(33,354
)


24,017Total Long-Term Liabilities


356,159



53,465



4,209



(9,407
)


404,426Inter-company advances


279,672



398,938



20,947



(699,557
)


-0-Shareholders Equity


158,108



340,954



50,367



(377,633
)


171,796Total Liabilities and Shareholders Equity

$
788,603


$
915,383


$
118,259


$
(1,052,827
)

$
769,418  54




---



##### 



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATING BALANCE SHEET
 December 31, 2006
  Combined


CombinedGuarantor


Non-Guarantor


Reclassifications/Parent


Subsidiaries


Subsidiaries


Eliminations


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

$
(15,770
)

$
570


$
12,382


$
23,690


$
20,872Accounts receivable, net


(1,043
)


147,834



35,102



-0-



181,893Inventories


-0-



187,649



36,287



-0-



223,936Other current assets


3,362



12,278



8,575



9,927



34,142Deferred tax assets


-0-



-0-



-0-



29,715



29,715Total Current Assets


(13,451
)


348,331



92,346



63,332



490,558Investment in subsidiaries


388,117



17,169



(17,169
)


(388,117
)


-0-Inter-company advances


338,471



531,453



4,427



(874,351
)


-0-Property, Plant and Equipment, net


448



83,478



15,052



-0-



98,978Other Assets:Goodwill


(5,514
)


96,830



6,864



-0-



98,180Other


52,312



40,599



719



2,323



95,953Total Other Assets


46,798



137,429



7,583



2,323



194,133Total Assets

$
760,383


$
1,117,860


$
102,239


$
(1,196,813
)

$
783,669LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Trade accounts payable

$
3,759


$
84,003


$
21,610


$
23,487


$
132,859Accrued expenses


1,579



51,638



12,138



12,479



77,834Current portion of long-term liabilities


-0-



552



2,758



2,563



5,873Total Current Liabilities


5,338



136,193



36,506



38,529



216,566Long-Term Liabilities, less current portion8.375% Senior Subordinated Notes due 2014


210,000



-0-



-0-



-0-



210,000Revolving credit maturing on December 31, 2010


156,700



-0-



-0-



-0-



156,700Other long-term debt


-0-



3,027



1,763



-0-



4,790Deferred tax liability


-0-



-0-



42



32,047



32,089Other postretirement benefits and other long-term liabilities


9,199



54,136



2,692



(41,593
)


24,434Total Long-Term Liabilities


375,899



57,163



4,497



(9,546
)


428,013Inter-company advances


242,672



594,730



17,423



(854,825
)


-0-Shareholders Equity


136,474



329,774



43,813



(370,971
)


139,090Total Liabilities and Shareholders Equity

$
760,383


$
1,117,860


$
102,239


$
(1,196,813
)

$
783,669  55




---



##### 



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




---



##### 



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
 CONSOLIDATING STATEMENT OF INCOME
 For the Year Ended December 31, 2006
  Combined


CombinedGuarantor


Non-GuarantorParent


Subsidiaries


Subsidiaries


Eliminations


Consolidated(In thousands)Net sales

$
-0-


$
912,060


$
144,186


$
-0-


$
1,056,246Cost of sales


800



795,936



111,359



-0-



908,095Gross profit


(800
)


116,124



32,827



-0-



148,151Operating Expenses:Selling, general and administrative expenses


(55,175
)


100,320



20,769



23,026



88,940Restructuring and impairment charges


-0-



(809
)


-0-



-0-



(809
)Operating Income


54,375



16,613



12,058



(23,026
)


60,020Interest expense


30,496



1,067



304



(600
)


31,267Income before income taxes


23,879



15,546



11,754



(22,426
)


28,753Income taxes


(2,419
)


57



5,580



-0-



3,218Net income

$
26,298


$
15,489


$
6,174


$
(22,426
)

$
25,535  57




---



##### 



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
 CONSOLIDATING STATEMENT OF INCOME
 For the Year Ended December 31, 2005
  Combined


CombinedGuarantor


Non-GuarantorParent


Subsidiaries


Subsidiaries


Eliminations


Consolidated(In thousands)Net sales

$
-0-


$
827,815


$
114,179


$
(9,094
)

$
932,900Cost of sales


-0-



715,057



90,320



(9,094
)


796,283Gross profit


-0-



112,758



23,859



-0-



136,617Operating Expenses:Selling, general and administrative expenses


3,349



62,394



15,025



600



81,368Restructuring and impairment charges


-0-



943



-0-



-0-



943Operating Income


(3,349
)


49,421



8,834



(600
)


54,306Interest expense


(5,346
)


31,442



1,560



(600
)


27,056Income before income taxes


1,997



17,979



7,274



-0-



27,250Income taxes


(7,439
)


59



3,057



-0-



(4,323
)Net income

$
9,436


$
17,920


$
4,217


$
-0-


$
31,573  58




---



##### 



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




---



##### 



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
 For the Year Ended December 31, 2006
  Combined


CombinedGuarantor


Non-GuarantorParent


Subsidiaries


Subsidiaries


Eliminations


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

$
(27,090
)

$
27,983


$
3,868


$
-0-


$
4,761Cash flows from investing activities:Purchases of property, plant and equipment, net


1,267



(16,347
)


(4,176
)


-0-



(19,256
)Acquisitions, net of cash acquired


-0-



(23,271
)


-0-



-0-



(23,271
)Proceeds from sale of assets held for sale


-0-



3,200



-0-



-0-



3,200Proceeds from sale-leaseback transaction


-0-



9,420



-0-



-0-



9,420Net cash provided (used) in investing activities


1,267



(26,998
)


(4,176
)


-0-



(29,907
)Cash flows from financing activities:Proceeds from bank arrangements


28,400



-0-



791



-0-



29,191Principal payments on long-term debt


-0-



(1,041
)


-0-



-0-



(1,041
)Net cash provided (used) by financing activities


28,400



(1,041
)


791



-0-



28,150Increase (decrease) in cash and cash equivalents


2,577



(56
)


483



-0-



3,004Cash and cash equivalents at beginning of year


5,343



626



11,899



-0-



17,868Cash and cash equivalents at end of year

$
7,920


$
570


$
12,382


$
-0-


$
20,872  60




---



##### 



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
 For the Year Ended December 31, 2005
  Combined


CombinedGuarantor


Non-GuarantorParent


Subsidiaries


Subsidiaries


Eliminations


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

$
(1,228
)

$
29,314


$
6,409


$
-0-


$
34,495Cash flows from investing activities:Purchases of property, plant and equipment, net


(486
)


(17,769
)


(2,040
)


-0-



(20,295
)Acquisitions, net of cash acquired


-0-



(12,181
)


-0-



-0-



(12,181
)Proceeds from sale of assets held for sale


-0-



1,100



-0-



-0-



1,100Net cash provided (used) in investing activities


(486
)


(28,850
)


(2,040
)


-0-



(31,376
)Cash flows from financing activities:Proceeds from bank arrangements, net


7,700



(37
)


679



-0-



8,342Net cash provided (used) by financing activities


7,700



(37
)


679



-0-



8,342Increase (decrease) in cash and cash equivalents


5,986



427



5,048



-0-



11,461Cash and cash equivalents at beginning of year


(643
)


199



6,851



-0-



6,407Cash and cash equivalents at end of year

$
5,343


$
626


$
11,899


$
-0-


$
17,868  61




---



##### 



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


Period(Dollars in thousands)Year 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



2,217Product warranty liability


3,557



4,526



(2,284
)(C)


5,799Year Ended December 31, 2006:Allowances deducted from assets:Trade receivable allowances

$
5,120


$
2,330


$
(3,145
)(A)

$
4,305Inventory Obsolescence reserve


19,166



7,216



(3,404
)(B)


22,978Tax valuation allowances


7,011



(4,806
)


(1,889
)(D)


316Product warranty liability


3,566



2,797



(2,806
)(C)


3,557Year Ended December 31, 2005:Allowances deducted from assets:Trade receivable allowances

$
3,976


$
3,230


$
(2,086
)(A)

$
5,120Inventory Obsolescence reserve


18,604



6,704



(6,142
)(B)


19,166Tax valuation allowances


19,231



(12,220
)






7,011Product warranty liability


4,281



2,593



(3,308
)(C)


3,566           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)
 62




---



##### 



Managements
    assessment of the effectiveness of the Companys internal
    control over financial reporting
  Rule 13a-15(f) Rule 13a-15(c)
  
    The Company did not maintain effective controls over the revenue
    recognition process.    Form 10-K
  Changes
    in internal control over financial reporting
    Item 9B.
    Other
    Information   63




---



##### 



Part III  Item 10.
    Directors,
    Executive Officers and Corporate Governance    Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services    2007


2006Audit fees

$
1,043,000


$
1,084,000Audit-related fees


75,000



83,000Tax fees


77,800



112,000      64




---



##### 



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

27Report of Independent Registered Public Accounting Firm

28Consolidated Balance Sheets  December 31, 2007
    and 2006

29Consolidated Statements of Income  Years Ended
    December 31, 2007, 2006 and 2005

30Consolidated Statements of Shareholders Equity 
    Years Ended December 31, 2007, 2006 and 2005

31Consolidated Statements of Cash Flows  Years Ended
    December 31, 2007, 2006 and 2005

32Notes to Consolidated Financial Statements

33(2) Financial Statement SchedulesThe following consolidated financial statement schedule of
    Park-Ohio Industries, Inc. is included in Item 8:Schedule II  Valuation and Qualifying accounts

62       Form 10-K
 65




---



##### 



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/  Richard
    P. Elliott       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 DirectorMarch 28, 2008*Richard
    P. Elliott

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*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/  Richard
    P. Elliott  Attorney-in-Fact
 66




---



##### 



ANNUAL
    REPORT ON
    FORM 10-K
    PARK-OHIO INDUSTRIES, INC.
  For the
    Year Ended December 31, 2007
  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 Industries, Inc. 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 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 8-K
    of Park-Ohio Holdings Corp. on June 26, 2007, 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
    Industries, Inc. and each of its directors and certain officers
    (filed as Exhibit 10.1 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)10
.2*

Amended and Restated 1998 Long-Term Incentive Plan (filed as
    Appendix A to the Definitive Proxy Statement of Park-Ohio
    Holdings Corp., filed on April 23, 2001, SEC File
    No. 000-03134
    and incorporated 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.