##### 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 THESECURITIES EXCHANGE ACT OF
    1934For the fiscal year ended
    December 31, 2006ORo

TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
    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.)23000 Euclid Avenue
    Cleveland, Ohio

44117(Address of principal executive
    offices)

(Zip
    Code)   (216) 692-7200
  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
  Rule 12b-2 o o þ
  Rule 12b-2).  Yes o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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##### Table of Contents



Part I
  Item 1.
    Business  Overview
          Integrated LogisticsSolutions

Aluminum Products

Manufactured ProductsNET
    SALES(1)

$598.2 million
    (57% of total)

$154.6 million
    (14% of total)

$303.4 million
    (29% 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

 Heavy-duty truck

 Automotive

 SteelSERVED

 Automotive and vehicle
    parts

 Agricultural
    equipment
     Construction equipment

 Coatings
     Forging Electrical distribution
    and controls

 Heavy-duty truck
     Marine equipment

 Foundry
     Heavy-duty truck Power sports/fitness
    equipment



 Construction equipment
    
     Bottling HVAC



 Automotive Aerospace and defense



 Oil and gas Electrical
    components
     Appliance



 Rail and locomotive
    manufacturing Semiconductor equipment



 Aerospace and defense     (1)
    
    Results are for the year ended December 31, 2006 and
    exclude the results of operations related to the acquisition of
    NABS, Inc. prior to the date of acquisition on October 18,
    2006. 1




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##### Table of Contents



Integrated
    Logistics Solutions
  just-in-time point-of-use
  Form 10-K
  Form 10-K
  Products and Services. on-site
   2




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##### Table of Contents



®
  Markets and Customers.
    Competition.
  Aluminum
    Products
    Products and Services.
   3




---



##### Table of Contents



Form 10-K
  Markets and Customers.
  Competition.
  Manufactured
    Products
    Products and Services.
  Markets and Customers. sub-assemblers sub-assemblers
  Competition.
 4




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##### Table of Contents



Sales and
    Marketing
    Raw
    Materials and Suppliers
    Customer
    Dependence
    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, Form 10-K.
  Item 1A.
    Risk
    Factors   6




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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
    ILS customers are generally not contractually obligated to
    purchase products and services from us.
    We are
    dependent on key customers.
    
    the loss of any key customer, in whole or in part;
    the insolvency or bankruptcy of any key customer; 7




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
    a declining market in which customers reduce orders or demand
    reduced prices; or
    a strike or work stoppage at a key customer facility, which
    could affect both their suppliers and customers.      We
    operate in highly competitive industries.
      The
    loss of key executives could adversely impact us.
  and/or
  We may
    encounter difficulty in expanding our business through targeted
    acquisitions.
     8




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##### Table of Contents



Our
    ILS 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.
    Potential
    product liability risks exist from the products which we
    sell.
   9




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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.    We are
    subject to significant environmental, health and safety laws and
    regulations and related compliance expenditures and
    liabilities.
   10




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If our
    information systems fail, our business will be materially
    affected.
    Operating
    problems in our business may materially adversely affect our
    financial condition and results of operations.
    Our
    Chairman of the Board and Chief Executive Officer and our
    President and Chief Operating Officer collectively beneficially
    own a significant portion of our parent companys
    outstanding common stock and their interests may conflict with
    yours.
   11




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##### Table of Contents



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



Owned or

ApproximateSegment

Location

Leased

Square Footage


UseILS(1)

Cleveland, OH

Leased


60,350
(2)

ILS Corporate
OfficeDayton, OH

Leased


112,960


LogisticsLawrence, PA

Leased


116,000


Logistics and
ManufacturingSt. Paul, MN

Leased


104,425


LogisticsAllentown, PA

Leased


69,755


LogisticsAtlanta, GA

Leased


56,000


LogisticsDallas, TX

Leased


49,985


LogisticsMemphis, TN

Leased


48,750


LogisticsLouisville, KY

Leased


46,230


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


42,600


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)

Le Roeulx, Belgium

Owned


120,000


ManufacturingEuclid, OH

Leased


154,000


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


111,300


ManufacturingCicero, IL

Owned


45,000


ManufacturingCleveland, OH

Leased


150,000


ManufacturingShanghai, China

Leased


20,500


Manufacturing     (1)
    
    ILS has 48 other facilities, none of which is deemed to be a
    principal facility.(2)
    
    Includes 11,000 square feet used by Park-Ohios
    corporate office.(3)
    
    Includes three leased properties with square footage of 82,300,
    64,000 and 45,700, respectively, and two owned properties with
    91,800 and 20,200 square feet, respectively. 12




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##### Table of Contents



(4)
    
    Manufactured Products has 14 other owned and leased facilities,
    none of which is deemed to be a principal facility.  Item 3.
    Legal
    Proceedings              Item 4.
    Submission
    of Matters to a Vote of Security Holders  10-K.
 13




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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.
 14




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##### Table of Contents



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




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Goodwill
   16




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##### Table of Contents



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








Acquired/December 31,





Percent


(Divested)2006


2005


Change


Change


SalesILS

$
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     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
%     Selling,
    General & Administrative (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
%    17




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##### Table of Contents



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     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 (benefit) rate


11
%


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


28
%


11
%      18




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##### Table of Contents



Results
    of Operations
  2005
    versus 2004
  Net
    Sales by Segment:
  Acquired/Year Ended December 31,





Percent


(Divested)2005


2004


Change


Change


SalesILS

$
532.6


$
453.2


$
79.4



18
%

$
31.4Aluminum Products


159.1



135.4



23.7



18
%


34.5Manufactured Products


241.2



220.1



21.1



10
%


3.5Consolidated net sales

$
932.9


$
808.7


$
124.2



15
%

$
69.4     Cost
    of Products Sold & Gross Profit:
  Year Ended December 31,





Percent2005


2004


Change


ChangeConsolidated cost of products sold

$
796.3


$
682.6


$
113.7



17
%Consolidated gross profit

$
136.6


$
126.1


$
10.5



8
%Gross margin


14.6
%


15.6
%     SG&A
    Expenses:
  Year Ended December 31,





Percent2005


2004


Change


ChangeConsolidated SG&A expenses

$
81.4


$
76.7


$
4.7



6
%SG&A percent


8.7
%


9.5
%    19




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##### Table of Contents



Interest
    Expense:
  Year Ended December 31,




Percent2005


2004


Change

ChangeInterest expense

$
27.1


$
31.4


$(4.3)


(14
)%Debt extinguishment costs included
    in interest expense


-0-


$
6.0


$(6.0)Average outstanding borrowings

$
357.1


$
328.9


$28.2


9
%Average borrowing rate


7.59
%


7.72
%

(13) basis points     Income
    Taxes:
  Year Ended December 31,2005


2004Income before income taxes

$
27.3


$
17.9Income taxes (benefit)

$
(4.3
)

$
3.4Reversal of tax valuation
    allowance included in 2005 income tax benefit


(7.3
)2005 Income taxes excluding
    reversal of tax valuation allowance  (non GAAP)

$
3.0Effective income tax (benefit) rate


(16
)%


19
%Effective income tax rate
    excluding reversal of tax valuation allowance 
    (non GAAP)


11
%      20




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Critical
    Accounting Policies
    Revenue Recognition:
  Allowance for Uncollectible Accounts
    Receivable:
  Allowance for Obsolete and Slow Moving
    Inventory:
  Impairment of Long-Lived Assets:
  Restructuring: No. 94-3, (EITF 94-3)
 21




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##### Table of Contents



EITF 94-3
  Goodwill:
  Deferred Income Tax Assets and Liabilities:
    Pension and Other Postretirement Benefit
    Plans:
  Accounting Changes:
  Recent
    Accounting Pronouncements
   22




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AUG AIR-1, (FSP AUG AIR-1). FSP AUG AIR-1 accrue-in-advance FSP AUG AIR-1
      Environmental
  clean-up
   23




---



##### Table of Contents



Seasonality;
    Variability of Operating Results
      Forward-Looking
    Statements
  Form 10-K
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk   24




---



##### Table of Contents



25




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data  Index to
    Consolidated Financial Statements and Supplementary Financial
    Data
  
  PageReport of
    Management on Internal Control Over Financial
    Reporting


27Report of
    Independent Registered Public Accounting Firm


28Report of
    Independent Registered Public Accounting Firm


29Consolidated
    Balance Sheets  December 31, 2006 and
    2005


30Consolidated
    Statements of Income  Years Ended December 31,
    2006, 2005 and 2004


31Consolidated
    Statements of Shareholders Equity  Years Ended
    December 31, 2006, 2005 and 2004


32Consolidated
    Statements of Cash Flows  Years Ended
    December 31, 2006, 2005 and 2004


33Notes to
    Consolidated Financial Statements


34EX-24.1EX-31.1EX-31.2EX-32.1   26




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REPORT OF
    MANAGEMENT ON INTERNAL CONTROL OVER
    FINANCIAL REPORTING  Rule 13a-15(f) Rule 13a-15(c)
  Form 10-K.
    27




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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 31,2006


2005(Dollars in thousands)ASSETSCurrent AssetsCash and cash equivalents

$
20,872


$
17,868Accounts receivable, less
    allowances for doubtful accounts of $4,305 in 2006 and $5,120 in
    2005


181,893



153,502Inventories


223,936



190,553Deferred tax assets


34,142



8,627Other current assets


29,715



27,753Total Current Assets


490,558



398,303Property, Plant and Equipment:Land and land improvements


3,188



6,964Buildings


36,197



38,384Machinery and equipment


209,445



198,019248,830



243,367Less accumulated depreciation


146,352



130,265102,478



113,102Other Assets:Goodwill


98,180



82,703Net assets held for sale


4,967



-0-Other


87,877



70,617$
784,060


$
664,725LIABILITIES AND
    SHAREHOLDERS EQUITYCurrent LiabilitiesTrade accounts payable

$
132,859


$
115,396Accrued expenses


78,225



65,184Current portion of long-term
    liabilities


5,873



4,161Total Current Liabilities


216,957



184,741Long-Term Liabilities, less current
    portion8.375% senior subordinated
    notes due 2014


210,000



210,000Revolving credit


156,700



128,300Other long-term debt


4,790



6,705Deferred tax liability


32,089



3,176Other postretirement benefits and
    other long-term liabilities


24,434



26,174428,013



374,355Shareholders EquityCommon stock, par value $1 per
    share


-0-



-0-Additional paid-in capital


64,844



64,844Retained earnings


68,422



42,887Accumulated other comprehensive
    income (loss)


5,824



(2,102
)139,090



105,629$
784,060


$
664,725    30




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##### Table of Contents



Park-Ohio
    Industries, Inc. and Subsidiaries
 Consolidated
    Statements of Income  Year Ended December 31,2006


2005


2004(Dollars in thousands)Net sales

$
1,056,246


$
932,900


$
808,718Cost of products sold


908,095



796,283



682,658Gross profit


148,151



136,617



126,060Selling, general and
    administrative expenses


88,940



81,368



76,714Restructuring and impairment
    charges (credits)


(809
)


943



-0-Operating income


60,020



54,306



49,346Interest expense


31,267



27,056



31,413Income before income taxes


28,753



27,250



17,933Income taxes (benefit)


3,218



(4,323
)


3,400Net income

$
25,535


$
31,573


$
14,533    31




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##### Table of Contents



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, 2004

$
-0-


$
64,844


$
(3,219
)

$
(3,264
)

$
58,361Comprehensive income (loss):Net income










14,533







14,533Foreign currency translation
    adjustment














2,071



2,071Minimum pension liability














(483
)


(483
)Comprehensive income


















16,121Balance at December 31, 2004


-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 SFAS No. 158 (net of income tax of $404)














440



440Balance at December 31, 2006

$
-0-


$
64,844


$
68,422


$
5,824


$
139,090    32




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##### Table of Contents



Park-Ohio
    Industries, Inc. and Subsidiaries
 Consolidated
    Statements of Cash Flows  Year Ended December 31,2006


2005


2004(Dollars in thousands)OPERATING ACTIVITIESNet income

$
25,535


$
31,573


$
14,533Adjustments to reconcile net
    income to net cash provided by operations:Depreciation and amortization


20,037



17,261



15,385Restructuring and impairment
    charges (credits)


(9
)


1,776



-0-Deferred income taxes


(4,631
)


(6,525
)


1,074Changes in operating assets and
    liabilities excluding acquisitions of businesses:Accounts receivable


(16,219
)


5,507



(35,606
)Inventories


(28,443
)


(1,699
)


(26,541
)Accounts payable and accrued
    expenses


16,760



(934
)


39,400Other


(8,269
)


(12,464
)


(7,331
)Net cash provided by operating
    activities


4,761



34,495



914INVESTING ACTIVITIESPurchases of property, plant and
    equipment, net


(19,256
)


(20,295
)


(9,963
)Business acquisitions, net of cash
    acquired


(23,271
)


(12,181
)


(9,997
)Proceeds from sale-leaseback
    transactions


9,420



-0-



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


3,200



1,100



-0-Net cash used by investing
    activities


(29,907
)


(31,376
)


(19,960
)FINANCING ACTIVITIESProceeds from bank arrangements,
    net


28,150



8,342



18,013Payments on long-term debt


-0-



-0-



(199,930
)Issuance of 8.375% senior
    subordinated notes, net of deferred financing costs


-0-



-0-



205,179Net cash provided by financing
    activities


28,150



8,342



23,262Increase in cash and cash
    equivalents


3,004



11,461



4,216Cash and cash equivalents at
    beginning of year


17,868



6,407



2,191Cash and cash equivalents at end
    of year

$
20,872


$
17,868


$
6,407Income taxes paid

$
5,291


$
881


$
3,370Interest paid


28,997



24,173



28,891    33




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##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  December 31, 2006, 2005 and 2004
 (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 31,2006


2005Finished goods

$
143,071


$
128,465Work in process


42,405



32,547Raw materials and supplies


38,460



29,541$
223,936


$
190,553   Property, Plant and Equipment:
  Goodwill and Other Intangible Assets:
  Pensions and Other Postretirement
    Benefits:
 34




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##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accounting for Asset Retirement
    Obligations:
  Income Taxes:
  Revenue Recognition:
  Accounts Receivable:
  Software Development Costs:
  Concentration of Credit Risk:
  Shipping and Handling Costs:
 35




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##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Environmental: and/or
  Foreign Currency Translation:
  Recent
    Accounting Pronouncements
        accrue-in-advance
   36




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##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Reclassification:
  NOTE B 
    Industry Segments
     37




---



##### Table of Contents



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


2005


2004Net sales:ILS

$
598,228


$
532,624


$
453,223Aluminum Products


154,639



159,053



135,402Manufactured Products


303,379



241,223



220,093$
1,056,246


$
932,900


$
808,718Income before income taxes:ILS

$
38,383


$
34,814


$
29,191Aluminum Products


3,921



9,103



9,021Manufactured Products


28,991



20,630



18,89071,295



64,547



57,102Corporate costs


(11,275
)


(10,241
)


(7,756
)Interest expense


(31,267
)


(27,056
)


(31,413
)$
28,753


$
27,250


$
17,933Identifiable assets:ILS

$
382,101


$
323,176


$
297,002Aluminum Products


98,041



101,489



105,535Manufactured Products


206,089



169,004



163,230General corporate


97,829



71,056



46,080$
784,060


$
664,725


$
611,847Depreciation and amortization
    expense:ILS

$
4,365


$
4,575


$
4,608Aluminum Products


7,892



7,484



5,858Manufactured Products


6,960



4,986



4,728General corporate


820



216



191$
20,037


$
17,261


$
15,385Capital expenditures:ILS

$
2,447


$
2,070


$
3,691Aluminum Products


5,528



10,473



5,497Manufactured Products


12,548



7,266



720General corporate


(1,267
)


486



55$
19,256


$
20,295


$
9,963    38




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Year EndedDecember 31,2006


2005


2004United States


76
%


79
%


74
%Canada


9
%


7
%


9
%Other


15
%


14
%


17
%100
%


100
%


100
%     NOTE C 
    Acquisitions
    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


8,989Accrued expenses and other current
    liabilities


3,904Deferred tax liability


3,128Goodwill

$
10,978  39




---



##### Table of Contents



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


$
718   Regulation S-X.
  Regulation S-X.
  Cash acquisition price, less cash
    acquired

$
4,698AssetsAccounts receivable


(2,465
)Inventories


-0-Prepaid expenses


(97
)Equipment


(1,636
)LiabilitiesAccrued expenses


846Goodwill

$
1,346  40




---



##### Table of Contents



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


$
395   Regulation S-X.
 41




---



##### Table of Contents



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

$
10,000AssetsAccounts receivable


(8,948
)Inventories


(2,044
)Property and equipment


(15,499
)Other


(115
)LiabilitiesAccounts payable


4,041Compensation accruals


3,825Other accruals


8,740Goodwill

$
-0-   No. 95-3,
  Severance


Exit


Relocation


TotalBalance at June 30, 2004

$
-0-


$
-0-


$
-0-


$
-0-Add: Accruals


1,916



100



265



2,281Less: Payments


295



-0-



2



297Balance at December 31, 2004


1,621



100



263



1,984Transfer


0



48



(48
)


0Adjustments


(612
)


0



(113
)


(725
)Less: Payments


1,009



148



102



1,259Balance at December 31, 2005

$
0


$
0


$
0


$
0   Regulation S-X.
  NOTE D 
    FAS 142, Goodwill and Other Intangible
    Assets
   42




---



##### Table of Contents



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


Goodwill atReporting Segment

December 31, 2006


December 31, 2005ILS

$
77,732


$
66,188Aluminum Products


16,515



16,515Manufactured Products


3,933



-0-$
98,180


$
82,703       Acquisition


AccumulatedCosts


Amortization


NetNon-contractual customer
    relationships

$
7,200


$
-0-


$
7,200Other


820



-0-



820$
8,020


$
-0-


$
8,020   NOTE E 
    Other Assets
    December 31,2006


2005Pension assets

$
60,109


$
47,561Idle assets


-0-



5,161Deferred financing costs


5,618



7,048Tooling


1,501



3,327Software development costs


2,868



2,485Deferred tax assets


6,555



-0-Intangible assets subject to
    amortization


8,779



-0-Other


2,447



5,035Totals

$
87,877


$
70,617  43




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE F  Accrued Expenses
    December 31,2006


2005Accrued salaries, wages and
    benefits

$
17,349


$
16,435Advance billings


26,729



21,969Warranty, project and installation
    accruals


4,820



4,391Severance and exit costs


-0-



1,451Interest payable


3,232



2,900State and local taxes


5,746



4,866Sundry


20,349



13,172Totals

$
78,225


$
65,184       December 31,2006


2005Balance at beginning of year

$
3,566


$
4,281Claims paid during the year


(2,984
)


(3,297
)Additional warranties issued
    during year


2,797



2,593Acquired warranty liabilities


178



-0-Other


-0-



(11
)Balance at end of year

$
3,557


$
3,566   NOTE G 
    Financing Arrangements
    December 31,2006


20058.375% senior subordinated
    notes due 2014

$
210,000


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


156,700



128,300Industrial development revenue
    bonds maturing in 2012 at interest rates from 2.00% to 4.15%


3,114



3,586Other


4,986



4,763374,800



346,649Less current maturities


3,310



1,644Total

$
371,490


$
345,005    44




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              45




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE H 
    Income Taxes
    Year Ended December 31,2006


2005


2004Current payable (benefit):Federal

$
2,355


$
165


$
(426
)State


432



198



23Foreign


4,792



2,260



3,2457,579



2,623



2,842Deferred:Federal


(1,093
)


(7,300
)


-0-State


(1,521
)


-0-



-0-Foreign


(1,747
)


354



558(4,361
)


(6,946
)


558Income taxes (benefit)

$
3,218


$
(4,323
)

$
3,400     Rate Reconciliation

2006


2005


2004Tax at statutory rate

$
9,571


$
9,189


$
5,984Effect of state income taxes, net


(1,240
)


129



15Effect of foreign operations


(1,441
)


(151
)


661Medicare subsidy


(126
)


(795
)


-0-Valuation allowance


(4,806
)


(12,093
)


(3,042
)Contingencies


889



50



-0-Research and development credit


(250
)


(237
)


-0-Nondeductible expenses


417



53



207Other, net


204



(468
)


(425
)Total

$
3,218


$
(4,323
)

$
3,400  46




---



##### Table of Contents



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


2005Deferred tax assets:Postretirement benefit obligation

$
9,409


$
7,542Inventory


12,493



10,433Net operating loss and credit
    carryforwards


18,626



18,996Other  net


11,616



12,246Total deferred tax assets


52,144



49,217Deferred tax liabilities:Tax over book depreciation


12,858



15,578Pension


22,693



18,926Inventory


889



-0-Intangible assets


3,127



-0-Deductible goodwill


3,452



2,251Total deferred tax liabilities


43,019



36,7559,125



12,462Valuation reserves


(316
)


(7,011
)Net deferred tax asset

$
8,809


$
5,451          47




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE I 
    Legal Proceedings
    NOTE J 
    Pensions and Postretirement Benefits
      At December 31, 2006Prior to


Effect of


As ReportedAdopting SFAS


Adopting SFAS


at December 31,No. 158


No. 158


2006AssetsOther non-current assets

$
79,993


$
7,884


$
87,877Total assets

$
776,176


$
7,884


$
784,060Liabilities 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

$
776,176


$
7,884


$
784,060    48




---



##### Table of Contents



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


Benefits2006


2005


2006


2005Change in benefit
    obligationBenefit obligation at beginning of
    year

$
54,734


$
55,303


$
22,843


$
24,680Service cost


426



364



199



145Curtailment and settlement


12



(1,023
)


(254
)


-0-Interest cost


2,915



3,194



1,292



1,281Amendments


-0-



-0-



(1,106
)


-0-Actuarial losses (gains)


(580
)


2,101



3,047



200Benefits and expenses paid, net of
    contributions


(5,120
)


(5,205
)


(3,032
)


(3,463
)Benefit obligation at end of year

$
52,387


$
54,734


$
22,989


$
22,843Change in plan assetsFair value of plan assets at
    beginning of year

$
101,639


$
103,948


$
-0-


$
-0-Actual return on plan assets


15,977



3,919



-0-



-0-Company contributions


-0-



-0-



3,032



3,463Curtailments and settlement


-0-



(1,023
)


-0-



-0-Benefits and expenses paid, net of
    contributions


(5,120
)


(5,205
)


(3,032
)


(3,463
)Fair value of plan assets at end
    of year

$
112,496


$
101,639


$
-0-


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

$
60,109


$
46,905


$
(22,989
)

$
(22,843
)  49




---



##### Table of Contents



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


Postretirement Benefits2006


2005


2006


2005Noncurrent assets

$
60,109


$
47,561


$
-0-


$
-0-Noncurrent liabilities


-0-



(5,491
)


13,387



20,326Current liabilities


-0-



-0-



2,564



2,517Accumulated other comprehensive
    (income) loss


(8,144
)


5,358



7,038



-0-Net amount recognized at the end
    of the year

$
51,965


$
47,428


$
22,989


$
22,843Amounts recognized in
    accumulated other comprehensive incomeNet actuarial loss/(gain)

$
(8,452
)


N/A


$
7,153



N/ANet prior service cost (credit)


646



N/A



(115
)


N/ANet transition obligation (asset)


(338
)


N/A



-0-



N/AAccumulated other comprehensive
    income

$
(8,144
)


N/A


$
7,038



N/A       Plan AssetsTarget 2007


2006


2005Asset
    CategoryEquity securities


60-70
%


65.1
%


71.1
%Debt securities


20-30



25.7



19.7Other


7-15



9.2



9.2100
%


100
%


100
%     For the Year EndedDecember 31,2006


2005Projected benefit obligation


N/A


$
17,476Accumulated benefit obligation


N/A


$
17,476Fair value of plan assets


N/A


$
11,985    50




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Weighted-Average assumptions as of December 31,PostretirementPension


Benefits2006


2005


2004


2006


2005


2004Discount rate


5.75
%


5.50
%


6.00
%


5.75
%


5.50
%


6.00
%Expected return on plan assets


8.50
%


8.75
%


8.75
%


N/A



N/A



N/ARate of compensation increase


N/A



N/A



N/A



N/A



N/A



N/A       Pension Benefits


Other Benefits2006


2005


2004


2006


2005


2004Components of net periodic
    benefit costService costs

$
426


$
364


$
291


$
199


$
145


$
136Interest costs


2,915



3,194



3,320



1,292



1,281



1,532Expected return on plan assets


(8,408
)


(8,804
)


(8,313
)


-0-



-0-



-0-Transition obligation


(48
)


(49
)


(49
)


-0-



-0-



-0-FAS 88 one-time charge


297



-0-



-0-



-0-



-0-



-0-Amortization of prior service cost


182



163



129



(63
)


(69
)


(80
)Recognized net actuarial (gain)
    loss


99



(224
)


(286
)


374



106



99Benefit (income) costs

$
(4,537
)

$
(5,356
)

$
(4,908
)

$
1,802


$
1,463


$
1,687Other changes in plan assets
    and benefit obligations recognized in other comprehensive
    income(a)AOCI at December 31, 2005

$
5,358



N/A



N/A


$
-0-



N/A



N/ANet loss/(gain)Recognition of prior service
    cost/(credit)


-0-



N/A



N/A



-0-



N/A



N/ARecognition of loss/(gain)


-0-



N/A



N/A



-0-



N/A



N/ADecrease prior to adoption of
    SFAS No. 158


(5,358
)


N/A



N/A



-0-



N/A



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


(8,144
)


N/A



N/A



7,038



N/A



N/ATotal recognized in other
    comprehensive income at December 31, 2006

$
(8,144
)


N/A



N/A


$
7,038



N/A



N/A     (a)
    
    These disclosures are not applicable to 2005 and 2004 defined
    benefit pension plans and postretirement plans due to
    SFAS No. 158 being effective for the year ended
    December 31, 2006. 51




---



##### Table of Contents



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





Expected


Net includingBenefits


Gross


Medicare Subsidy


Medicare Subsidy2007

$
4,373


$
2,801


$
237


$
2,5642008


4,293



2,739



240



2,4992009


4,260



2,660



242



2,4182010


4,192



2,566



241



2,3252011


4,106



2,419



234



2,1852012 to 2016


19,493



9,726



1,033



8,693     1-Percentage


1-PercentagePoint


PointIncrease


DecreaseEffect on total of service and
    interest cost components in 2006

$
155


$
(127
)Effect on postretirement benefit
    obligation as of December 31, 2006

$
2,001


$
(1,709
)     NOTE K 
    Leases and Sale-leaseback Transactions
      NOTE L 
    Accumulated Comprehensive Loss
    December 31,2006


2005Foreign currency translation
    adjustment

$
5,384


$
3,256Pension and postretirement benefit
    adjustments, net of tax


440



(5,358
)Total

$
5,824


$
(2,102
)  52




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE M 
    Restructuring and Unusual Charges
    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, 2004


2,535Severance and exit charges
    recorded in 2004


-0-Cash payments made in 2004


(2,073
)Balance at December 31, 2004


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

$
284      53




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE N 
    Derivatives and Hedging
     54




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE
    O  Supplemental Guarantor Information
  wholly-owned Rule 3-10(h)(1) Regulation S-X.
  Park-Ohio
 55




---



##### 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, 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



86,978



15,052



-0-



102,478Other Assets:Goodwill


(5,514
)


96,830



6,864



-0-



98,180Other


52,312



37,099



719



2,714



92,844Total Other Assets


46,798



133,929



7,583



2,714



191,024Total Assets

$
760,383


$
1,117,860


$
102,239


$
(1,196,422
)

$
784,060LIABILITIES 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



12,870



78,225Current portion of long-term
    liabilities


-0-



552



2,758



2,563



5,873Total Current Liabilities


5,338



136,193



36,506



38,920



216,957Long-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


$
(1,196,422
)

$
784,060  56




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##### 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, 2005
  Combined


CombinedGuarantor


Non-Guarantor


Reclassifications/Parent


Subsidiaries


Subsidiaries


Eliminations


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

$
(11,036
)

$
626


$
11,899


$
16,379


$
17,868Accounts receivable, net


-0-



129,302



24,200



-0-



153,502Inventories


-0-



160,775



29,778



-0-



190,553Other current assets


464



20,029



1,147



6,113



27,753Deferred tax assets


-0-



-0-



-0-



8,627



8,627Total Current Assets


(10,572
)


310,732



67,024



31,119



398,303Investment in subsidiaries


290,802



-0-



-0-



(290,802
)


-0-Inter-company advances


359,963



372,156



8,208



(740,327
)


-0-Property, Plant and Equipment, net


2,536



98,046



12,520



-0-



113,102Other Assets:Goodwill


-0-



78,424



4,279



-0-



82,703Other


34,724



37,530



686



(2,323
)


70,617Total Other Assets


34,724



115,954



4,965



(2,323
)


153,320Total Assets

$
677,453


$
896,888


$
92,717


$
(1,002,333
)

$
664,725LIABILITIES AND
    SHAREHOLDERS EQUITYCurrent Liabilities:Trade accounts payable

$
3,348


$
87,666


$
9,778


$
14,604


$
115,396Accrued expenses


1,643



43,718



14,763



5,060



65,184Current portion of long-term
    liabilities


-0-



11,054



590



(7,483
)


4,161Total Current Liabilities


4,991



142,438



25,131



12,181



184,741Long-Term Liabilities, less current
    portion8.375% Senior Subordinated
    Notes due 2014


210,000



-0-



-0-



-0-



210,000Revolving credit maturing on
    December 31, 2010


128,300



-0-



-0-



-0-



128,300Other long-term debt


-0-



34,533



3,140



(30,968
)


6,705Deferred tax liability


-0-



-0-



-0-



3,176



3,176Other postretirement benefits and
    other long-term liabilities


4,115



21,501



3,076



(2,518
)


26,174Total Long-Term Liabilities


342,415



56,034



6,216



(30,310
)


374,355Inter-company advances


227,614



415,558



17,674



(660,846
)


-0-Shareholders Equity


102,433



282,858



43,696



(323,358
)


105,629Total Liabilities and
    Shareholders Equity

$
677,453


$
896,888


$
92,717


$
(1,002,333
)

$
664,725  57




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##### Table of Contents



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  58




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##### Table of Contents



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   PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
 CONSOLIDATING STATEMENT OF INCOME
 For the Year Ended December 31, 2004
  Combined


CombinedGuarantor


Non-GuarantorParent


Subsidiaries


Subsidiaries


Eliminations


Consolidated(In thousands)Net sales

$
-0-


$
697,888


$
123,827


$
(12,997
)

$
808,718Cost of sales


-0-



599,379



96,276



(12,997
)


682,658Gross profit


-0-



98,509



27,551



-0-



126,060Operating Expenses:Selling, general and
    administrative expenses


(22,748
)


82,657



16,605



200



76,714Operating Income


22,748



15,852



10,946



(200
)


49,346Interest expense


30,954



439



220



(200
)


31,413Income before income taxes


(8,206
)


15,413



10,726



-0-



17,933Income taxes


318



-0-



3,082



-0-



3,400Net income

$
(8,524
)

$
15,413


$
7,644


$
-0-


$
14,533  59




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##### Table of Contents



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




---



##### Table of Contents



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




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##### Table of Contents



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, 2004
  Combined


CombinedGuarantor


Non-GuarantorParent


Subsidiaries


Subsidiaries


Eliminations


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

$
(24,045
)

$
18,123


$
6,836


$
-0-


$
914Cash flows from investing
    activities:Purchases of property, plant and
    equipment, net


(55
)


(8,979
)


(929
)


-0-



(9,963
)Acquisitions, net of cash acquired


-0-



(9,997
)


-0-



-0-



(9,997
)Proceeds from sale of assets held
    for sale


-0-



-0-



-0-



-0-



-0-Net cash provided (used) in
    investing activities


(55
)


(18,976
)


(929
)


-0-



(19,960
)Cash flows from financing
    activities:Proceeds from 8.375% Senior
    Subordinated Notes


205,179



-0-



-0-



-0-



205,179Payment on 9.25% Senior
    Subordinated Notes


(199,930
)


-0-



-0-



-0-



(199,930
)Principal payments on revolving
    credit and long-term debt, net


19,600



171



(1,758
)


-0-



18,013Net cash provided (used) by
    financing activities


24,849



171



(1,758
)


-0-



23,262Increase (decrease) in cash and
    cash equivalents


749



(682
)


4,149



-0-



4,216Cash and cash equivalents at
    beginning of year


(1,392
)


881



2,702



-0-



2,191Cash and cash equivalents at end of
    year

$
(643
)

$
199


$
6,851


$
-0-


$
6,407  62




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation
    of disclosure controls and procedures
    Changes
    in internal controls over financial reporting
    Managements assessment of the effectiveness of the
    Companys internal control over financial reporting
  Rule 13a-15(f) Rule 13a-15(c) Form 10-K,
  Form 10-K
    Item 9B.
    Other
    Information   63




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##### Table of Contents



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    2006


2005Audit fees

$
1,084,000


$
1,075,000Audit-related fees


83,000



60,000Tax fees


112,000



179,000     pre-approved
 64




---



##### Table of Contents



Part IV  Item 15.
    Exhibits
    and Financial Statement Schedules  Form 10-K:
  PageManagements Annual Report on
    Internal Control Over Financial Reporting


27Report of Independent Registered
    Public Accounting Firm on Internal Control Over Financial
    Reporting


28Report of Independent Registered
    Public Accounting Firm


29Consolidated Balance
    Sheets  December 31, 2006 and 2005


30Consolidated Statements of
    Income  Years Ended December 31, 2006, 2005 and
    2004


31Consolidated Statements of
    Shareholders Equity  Years Ended
    December 31, 2006, 2005 and 2004


32Consolidated Statements of Cash
    Flows  Years Ended December 31, 2006, 2005 and
    2004


33Notes to Consolidated Financial
    Statements


34         Form 10-K
 65




---



##### 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/  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 26, 2007*Richard
    P. Elliott

Vice President and Chief Financial Officer (Principal Financial
    and Accounting Officer)

March 15, 2007*Matthew
    V. Crawford

President, Chief Operating Officer and Director

March 15, 2007*Patrick
    V. Auletta

Director

March 15, 2007*Kevin
    R. Greene

Director

March 15, 2007*Dan
    T. Moore

Director

March 15, 2007*Ronna
    Romney

Director

March 15, 2007*James
    W. Wert

Director

March 15, 2007   *
    
    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,  Robert D. Vilsack,
    Attorney-in-Fact
 66




---



##### Table of Contents



ANNUAL
    REPORT ON
    FORM 10-K
    PARK-OHIO INDUSTRIES, INC.
  For the
    Year Ended December 31, 2006
  EXHIBIT INDEX
  Exhibit3
.1

Amended and Restated Articles of
    Incorporation of Park-Ohio Holdings Corp. (filed as
    Exhibit 3.1 to the
    Form 10-K
    of Park-Ohio 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

Amended and Restated Credit
    Agreement, dated November 5, 2003, among Park-Ohio
    Industries, Inc., the other loan parties party thereto, the
    lenders party thereto, Bank One, NA and Banc One Capital Markets
    Inc. (filed as Exhibit 4 to the
    Form 10-Q
    of Park-Ohio Holdings Corp. for the quarter ended
    September 30, 2003, SEC File
    No. 000-03134
    and incorporated by reference and made a part hereof)4
.2

First Amendment, dated
    September 30, 2004, to the Amended and Restated Credit
    Agreement, dated November 5, 2003, among Park-Ohio
    Industries, Inc., the other loan parties thereto, the lenders
    party thereto, Bank One, NA and Bank One Capital Markets, Inc.
    (filed as Exhibit 4.1 to the
    Form 8-K
    of Park-Ohio Holdings Corp. on October 1, 2004, SEC File
    No. 000-03134
    and incorporated herein by reference and made a part hereof)4
.3

Second Amendment, dated
    December 29, 2004, to the Amended and Restated Credit
    Agreement, dated November 5, 2003, among Park-Ohio
    Industries, Inc., the other loan parties thereto, the lenders
    party thereto and JP Morgan Chase Bank, NA (successor by merger
    to Bank One, NA), as agent (filed as Exhibit 4.1 to the
    Form 8-K
    of Park-Ohio Holdings Corp. filed on January 5, 2005, SEC
    File
    No. 000-03134
    and incorporated herein by reference and made a part hereof)4
.4

Third Amendment, dated May 5,
    2006, to the Amended and Restated Credit Agreement, dated
    November 5, 2003, among Park-Ohio Industries, Inc., the
    other loan parties thereto, the lenders party thereto and
    J.P. Morgan Chase Bank, NA (successor by merger to Bank
    One, NA), as agent (filed as Exhibit 4 to the
    Form 10-Q
    of Park-Ohio Holdings Corp. for the quarter ended March 31,
    2006, SEC File
    No. 000-03134
    and incorporated herein by reference and made a part hereof)4
.5

Fourth Amendment, dated
    June 9, 2006, to the Amended and Restated Credit Agreement,
    dated November 5, 2003, among Park-Ohio Industries, Inc.,
    the other loan parties thereto, the lenders party thereto
    and J.P. Morgan Chase Bank, NA (successor by merger to Bank
    One, NA), as agent (filed as Exhibit 4.1 to the
    Form 8-K
    of Park-Ohio Holdings Corp. filed on June 14, 2006, SEC
    File
    No. 000-03134
    and incorporated herein by reference and made a part hereof)4
.6

Fifth Amendment, dated
    October 18, 2006, to the Amended and Restated Credit
    Agreement, dated November 5, 2003, among Park-Ohio
    Industries, Inc., the other loan parties thereto, the
    lenders party thereto and J.P. Morgan Chase Bank, NA
    (successor by merger to Bank One, NA), as agent (filed as
    Exhibit 4.1 to the
    Form 8-K
    of Park-Ohio Holdings Corp. filed on October 24, 2006, SEC
    File
    No. 000-03134
    and incorporated herein by reference and made a part hereof)4
.7

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 Attorney




---



##### Table of Contents



Exhibit31
.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.