##### 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, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from 
    to   Commission file number 333-43005-01
 PARK-OHIO INDUSTRIES,
    INC.
 (Exact name of registrant as
    specified in its charter)
  Ohio

34-6520107(State or other jurisdiction
    of
    incorporation or organization)

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

44124(Address of principal executive
    offices)

(Zip Code)   (440) 947-2000
 Securities registered pursuant to Section 12(b) of the
    Act:
 None
  Securities registered pursuant to Section 12(g) of the
    Act:
 None
    o þ
  þ o
  o þ
  Regulation S-K Form 10-K Form 10-K. o
    Large accelerated filer
    o

Accelerated
    filer  o

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

Smaller Reporting
    company o   Rule 12b-2).  Yes o þ
    DOCUMENTS
    INCORPORATED BY REFERENCE
 None




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##### Table of Contents






Part I  Item 1.
    Business  Overview
      tm
    Supply Technologies

Aluminum Products

Manufactured ProductsNET SALES FOR 2008

$521.3 million
    (49% of total)

$156.3 million
    (15% of total)

$391.2 million
    (36% of total)SELECTED PRODUCTS

Sourcing, planning and procurement of over 175,000 production
    components, including:
       Fasteners
       Pins
       Valves
       Hoses
       Wire harnesses
       Clamps and fittings
       Rubber and plastic components

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

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

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

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

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




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Supply
    Technologies
  tm tm just-in-time
  Form 10-K
  Form 10-K
  Products and Services. tm
  tm
 2




---



##### Table of Contents



®
  Markets and Customers. tm
    Competition. tm just-in-time
  Aluminum
    Products
   3




---



##### Table of Contents



Products and Services.
    Markets and Customers.
    Competition.
  Manufactured
    Products
    Products and Services.
 4




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##### Table of Contents



Markets and Customers.
    Competition.
  Sales and
    Marketing
    Raw
    Materials and Suppliers
   5




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##### Table of Contents



Customer
    Dependence
    Backlog
  just-in-time
  Environmental,
    Health and Safety Regulations
      clean-up
  Information
    as to Industry Segment Reporting and Geographic Areas
   6




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##### Table of Contents



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




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




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We are
    dependent on key customers.
    
    the loss of any other key customer, in whole or in part;
    the insolvency or bankruptcy of any key customer;
    a declining market in which customers reduce orders or demand
    reduced prices; or
    a strike or work stoppage at a key customer facility, which
    could affect both their suppliers and customers.      We
    operate in highly competitive industries.
      The
    loss of key executives could adversely impact us.
   9




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##### Table of Contents



and/or
  We may
    encounter difficulty in expanding our business through targeted
    acquisitions.
      Our
    Supply Technologies business depends upon third parties for
    substantially all of our component parts.
    The
    raw materials used in our production processes and by our
    suppliers of component parts are subject to price and supply
    fluctuations that could increase our costs of production and
    adversely affect our results of operations.
     10




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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 that we
    sell.
    Some
    of our employees belong to labor unions, and strikes or work
    stoppages could adversely affect our operations.
    We
    operate and source internationally, which exposes us to the
    risks of doing business abroad.
    
    fluctuations in currency exchange rates;
    limitations on ownership and on repatriation of earnings;
    transportation delays and interruptions;
    political, social and economic instability and disruptions;
    government embargoes or foreign trade restrictions;
    the imposition of duties and tariffs and other trade barriers;
    import and export controls;
    labor unrest and current and changing regulatory environments;
    the potential for nationalization of enterprises; 11




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
    disadvantages of competing against companies from countries that
    are not subject to U.S. laws and regulations including the
    U.S. Foreign Corrupt Practices Act (FCPA):
    difficulties in staffing and managing multinational operations;
    limitations on our ability to enforce legal rights and
    remedies; and
    potentially adverse tax consequences.  non-U.S. officials
    Unexpected
    delays in the shipment of large, long-lead industrial equipment
    could adversely affect our results of operations in the period
    in which shipment was anticipated.
    We are
    subject to significant environmental, health and safety laws and
    regulations and related compliance expenditures and
    liabilities.
     12




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If our
    information systems fail, our business will be materially
    affected.
    Operating
    problems in our business may materially adversely affect our
    financial condition and results of operations.
    Our
    Chairman of the Board and Chief Executive Officer and our
    President and Chief Operating Officer collectively beneficially
    own a significant portion of our parent companys
    outstanding common stock and their interests may conflict with
    yours.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties   13




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##### Table of Contents



Related Industry



Owned or

ApproximateSegment

Location

Leased

Square Footage


UseSUPPLY
    TECHNOLOGIES(1)

Cleveland, OH

Leased


60,450
(2)

Supply Technologies
    Corporate OfficeDayton, OH

Leased


112,960


LogisticsLawrence, PA

Leased


116,000


Logistics and
    ManufacturingMinneapolis, MN

Leased


87,100


LogisticsAllentown, PA

Leased


62,600


LogisticsAtlanta, GA

Leased


56,000


LogisticsDallas, TX

Leased


50,000


LogisticsMemphis, TN

Leased


48,750


LogisticsLouisville, KY

Leased


30,000


LogisticsChicago, IL

Leased


30,000


LogisticsNashville, TN

Leased


44,900


LogisticsTulsa, OK

Leased


40,000


LogisticsAustin, TX

Leased


30,000


LogisticsMadison Hts., MI

Leased


32,000


LogisticsKent, OH

Leased


225,000


ManufacturingMississauga,Ontario, Canada

Leased


117,000


ManufacturingSolon, OH

Leased


54,000


LogisticsDublin, VA

Leased


40,000


LogisticsDelaware, OH

Owned


45,000


ManufacturingALUMINUM

Conneaut, OH(3)

Leased/Owned


304,000


ManufacturingPRODUCTS

Huntington, IN

Leased


125,000


ManufacturingFremont, IN

Owned


112,000


ManufacturingWapakoneta, OH

Owned


188,000


ManufacturingRootstown, OH

Owned


177,000


ManufacturingRavenna, OH

Owned


64,000


ManufacturingRichmond, IN

Leased/Owned


97,300


ManufacturingMANUFACTURED

Cuyahoga Hts., OH

Owned


427,000


ManufacturingPRODUCTS(4)

Cicero, IL

Leased


450,000


ManufacturingLe Roeulx, Belgium

Owned


120,000


ManufacturingWickliffe, OH

Owned


110,000


ManufacturingBoaz, AL

Owned


100,000


ManufacturingWarren, OH

Leased


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 40 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 14 other owned and leased facilities,
    none of which is deemed to be a principal facility. 14




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##### Table of Contents



Item 3.
    Legal
    Proceedings              Item 4.
    Submission
    of Matters to a Vote of Security Holders   15




---



##### Table of Contents



Part II  Item 5.
    Market
    for the Registrants Common Equity, Related Stockholder
    Matters and Issuer Purchases of Equity Securities    Item 6.
    Selected
    Financial Data    Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations    Executive
    Overview
  tm tm tm just-in-time
   16




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Accounting
    Changes and Goodwill
   17




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##### Table of Contents



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





Percent2008


2007


Change


Change(Dollars in millions)Supply Technologies

$
521.3


$
531.4


$
(10.1
)


(2
)%Aluminum Products


156.3



169.1



(12.8
)


(8
)%Manufactured Products


391.2



370.9



20.3



5
%Consolidated Net Sales

$
1,068.8


$
1,071.4


$
(2.6
)


0
%    18




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##### Table of Contents



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





Percent2008


2007


Change


Change(Dollars in millions)Consolidated cost of products sold

$
919.3


$
912.3


$
7.0



1
%Consolidated gross profit

$
149.5


$
159.1


$
(9.6
)


(6
)%Gross margin


14.0
%


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





Percent2008


2007


Change


Change(Dollars in millions)Consolidated SG&A expenses

$
102.1


$
96.5


$
5.6



6
%SG&A percent


9.6
%


9.0
%     Interest
    Expense:
  Year-EndedDecember 31,





Percent2008


2007


Change


Change(Dollars in millions)Interest expense

$
27.9


$
31.6


$
(3.7
)

(12)%Average outstanding borrowings

$
385.8


$
383.6


$
2.2


1%Average borrowing rate


7.23
%


8.23
%


100


basis points    19




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##### Table of Contents



Impairment
    Charges:
    Income
    Taxes:
  Year-EndedDecember 31,2008


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

$
(101.7
)

$
31.0Income taxes

$
21.0


$
10.0Tax valuation allowance-effective tax rate impact


(33.6
)


0.0Income taxes excluding tax valuation allowance

$
(12.6
)

$
10.0Effective income tax rate


(21
)%


32
%Effective income tax rate, excluding tax valuation allowance
    (Non-GAAP)


12
%


32
%         2007
    versus 2006
  Net
    Sales by Segment:
  Year-Ended








Acquired/December 31,





Percent


(Divested)2007


2006


Change


Change


Sales(Dollars in millions)Supply 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    20




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##### Table of Contents



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





Percent2007


2006


Change


Change(Dollars in millions)Consolidated 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
  SG&A
    Expenses:
  Year-EndedDecember 31,





Percent2007


2006


Change


Change(Dollars in millions)Consolidated 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


Change(Dollars in millions)Interest 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    21




---



##### Table of Contents



Income
    Taxes:
  Year-EndedDecember 31,2007


2006(Dollars in millionsIncome 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

$
10.0


$
8.2Effective income tax rate


32
%


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


32
%


28
%         Critical
    Accounting Policies
    Revenue Recognition:
  Allowance for Doubtful Accounts:
 22




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##### Table of Contents



Allowance for Obsolete and Slow Moving
    Inventory:
  Impairment of Long-Lived Assets:
  Restructuring: No. 94-3, (EITF 94-3),
  EITF 94-3
  Goodwill:
  Income Taxes:
  Pension and Other Postretirement Benefit
    Plans:
 23




---



##### Table of Contents



Accounting Changes:
  Recent
    Accounting Pronouncements
         24




---



##### Table of Contents



Environmental
  clean-up
    Seasonality;
    Variability of Operating Results
     25




---



##### Table of Contents



Forward-Looking
    Statements
  Form 10-K
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk       26




---



##### 



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


28Report of Independent Registered Public
    Accounting Firm


29Consolidated Balance Sheets 
    December 31, 2008 and 2007


30Consolidated Statements of Operations 
    Years Ended December 31, 2008, 2007 and 2006


31Consolidated Statements of Shareholders
    Equity  Years Ended December 31, 2008, 2007 and
    2006


32Consolidated Statements of Cash Flows 
    Years Ended December 31, 2008, 2007 and 2006


33Notes to Consolidated Financial Statements


34Supplementary Financial DataSchedule II  Valuation and
    Qualifying accounts


61EX-24.1EX-31.1EX-31.2EX-32.1   27




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                   28




---



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REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                     29




---



##### Table of Contents



Park-Ohio
    Industries, Inc. and Subsidiaries
 Consolidated
    Balance Sheets  December 31,2008


2007(Dollars in thousands)ASSETSCurrent AssetsCash and cash equivalents


17,623


$
13,077Accounts receivable, less allowances for doubtful accounts of
    $3,044 in 2008 and $3,724 in 2007


165,779



172,357Inventories


228,817



215,409Deferred tax assets


9,446



21,897Unbilled contract revenue


25,602



24,817Other current assets


19,266



19,757Total Current Assets


466,533



467,314Property, plant and equipment:Land and land improvements


3,448



3,177Buildings


41,004



39,977Machinery and equipment


201,287



220,334245,739



263,488Less accumulated depreciation


156,911



159,89688,828



103,592Other Assets:Goodwill


4,109



100,997Net assets held for sale


-0-



3,330Other


63,375



94,185$
622,845


$
769,418LIABILITIES AND SHAREHOLDERS EQUITYCurrent LiabilitiesTrade accounts payable

$
122,107


$
121,870Accrued expenses


74,394



66,923Current portion of long-term debt


8,778



2,362Current portion of other postretirement benefits


2,290



2,041Total Current Liabilities


207,569



193,196Long-Term Liabilities, less current portion 
    8.375% senior subordinated notes due 2014


210,000



210,000Revolving credit


164,600



145,400Other long-term debt


2,283



2,287Deferred tax liability


9,090



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


24,093



24,017410,066



404,426Shareholders EquityCommon stock, par value $1 per share


-0-



-0-Additional paid-in capital


56,112



64,844Retained (deficit) earnings


(33,800
)


88,868Accumulated other comprehensive (loss) income


(17,102
)


18,0845,210



171,796$
622,845


$
769,418    30




---



##### Table of Contents



Park-Ohio
    Industries, Inc. and Subsidiaries
 Consolidated
    Statements of Operations  Year Ended December 31,2008


2007


2006(Dollars in thousands)Net sales

$
1,068,757


$
1,071,441


$
1,056,246Cost of products sold


919,297



912,337



908,095Gross profit


149,460



159,104



148,151Selling, general and administrative expenses


102,127



96,523



88,940Goodwill impairment charge


95,763



-0-



-0-Restructuring and impairment charges (credits)


25,331



-0-



(809
)Operating (loss) income


(73,761
)


62,581



60,020Interest expense


27,921



31,551



31,267(Loss) income before income taxes


(101,682
)


31,030



28,753Income taxes


20,986



9,976



3,218Net (loss) income

$
(122,668
)

$
21,054


$
25,535    31




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##### Table of Contents



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


Retained


OtherCommon


Paid-In


Earnings


ComprehensiveStock


Capital


(Deficit)


Income (Loss)


Total(Dollars in thousands)Balance at January 1, 2006

$
-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



171,796Comprehensive (loss):Net loss










(122,668
)






(122,668
)Foreign currency translation adjustment














(8,730
)


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














(26,456
)


(26,456
)Comprehensive (loss)


















(157,854
)Distribution of capital to shareholder






(8,732
)










(8,732
)Balance at December 31, 2008

$
-0-


$
56,112


$
(33,800
)

$
(17,102
)

$
5,210    32




---



##### Table of Contents



Park-Ohio
    Industries, Inc. and Subsidiaries
 Consolidated
    Statements of Cash Flows  Year Ended December 31,2008


2007


2006(Dollars in thousands)OPERATING ACTIVITIESNet (loss) income

$
(122,668
)

$
21,054


$
25,535Adjustments to reconcile net (loss) income to net cash provided
    by operations:Depreciation and amortization


20,782



20,469



20,037Restructuring and impairment charges (credits)


121,094



2,214



(9
)Deferred income taxes


-0-



4,342



(4,361
)Changes in operating assets and liabilities excluding
    acquisitions of businesses:Accounts receivable


6,578



9,536



(16,219
)Inventories


(12,547
)


8,527



(28,443
)Accounts payable and accrued expenses


7,490



(21,900
)


16,760Other


(10,535
)


(15,410
)


(8,539
)Net cash provided by operating activities


10,194



28,832



4,761INVESTING ACTIVITIESPurchases of property, plant and equipment


(17,466
)


(21,876
)


(19,256
)Business acquisitions, net of cash acquired


(5,322
)


-0-



(23,271
)Proceeds from sale-leaseback transactions


-0-



-0-



9,420Proceeds from the sale of assets held for sale


260



-0-



3,200Net cash used by investing activities


(22,528
)


(21,876
)


(29,907
)FINANCING ACTIVITIESProceeds from bank arrangements, net


25,612



-0-



28,150Payments on bank arrangements, net


-0-



(14,751
)


-0-Distribution of capital to shareholder


(8,732
)


-0-



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


16,880



(14,751
)


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


4,546



(7,795
)


3,004Cash and cash equivalents at beginning of year


13,077



20,872



17,868Cash and cash equivalents at end of year

$
17,623


$
13,077


$
20,872Income taxes paid

$
6,847


$
6,170


$
5,291Interest paid


26,115



30,194



28,997    33




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##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  December 31,
    2008, 2007 and 2006
    (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 31,2008


2007Finished goods

$
129,939


$
129,074Work in process


29,648



26,249Raw materials and supplies


69,230



60,086$
228,817


$
215,409   Property, Plant and Equipment:
  Impairment
    of Long-Lived Assets
   34




---



##### Table of Contents



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




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Income Taxes:
  Revenue Recognition:
  Accounts Receivable and Allowance for Doubtful
    Accounts:
  Software Development Costs:
  Concentration of Credit Risk:
 36




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Shipping and Handling Costs:
  Environmental: and/or
  Foreign Currency Translation:
  Recent
    Accounting Pronouncements
         37




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    157-2,
    NOTE B 
    Industry
    Segments  tm tm just-in-time
 38




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Year Ended December 31,2008


2007


2006Net sales:Supply Technologies

$
521,270


$
531,417


$
598,228Aluminum Products


156,269



169,118



154,639Manufactured Products


391,218



370,906



303,379$
1,068,757


$
1,071,441


$
1,056,246Income (loss) before income taxes:Supply Technologies

$
(74,884
)

$
27,175


$
38,383Aluminum Products


(36,042
)


3,020



3,921Manufactured Products


50,534



45,798



28,991(60,392
)


75,993



71,295Corporate costs


(13,369
)


(13,412
)


(11,275
)Interest expense


(27,921
)


(31,551
)


(31,267
)$
(101,682
)

$
31,030


$
28,753Identifiable assets:Supply Technologies

$
256,161


$
354,165


$
382,101Aluminum Products


87,215



98,524



98,041Manufactured Products


242,057



231,459



206,089General corporate


37,412



85,270



97,438$
622,845


$
769,418


$
783,669Depreciation and amortization expense:Supply Technologies

$
5,153


$
4,832


$
4,365Aluminum Products


8,564



8,563



7,892Manufactured Products


6,586



6,723



6,960General corporate


479



351



820$
20,782


$
20,469


$
20,037Capital expenditures:Supply Technologies

$
931


$
7,751


$
2,447Aluminum Products


7,750



4,775



5,528Manufactured Products


8,101



6,534



12,548General corporate


684



2,816



(1,267
)$
17,466


$
21,876


$
19,256  39




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Year EndedDecember 31,2008


2007


2006United States


68
%


70
%


76
%Asia


11
%


9
%


5
%Canada


6
%


5
%


9
%Mexico


6
%


6
%


4
%Europe


6
%


6
%


4
%Other


3
%


4
%


2
%100
%


100
%


100
%     NOTE C 
    Acquisitions  Regulation S-X.
    Regulation S-X.
 40




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    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   Regulation S-X.
  NOTE D 
    FAS 142,
    Goodwill and Other Intangible Assets      Goodwill at


Goodwill atReporting Segment

December 31, 2008


December 31, 2007Supply Technologies

$
-0-


$
80,249Aluminum Products


-0-



16,515Manufactured Products


4,109



4,233$
4,109


$
100,997    41




---



##### Table of Contents



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


AccumulatedCosts


Amortization


NetNon-contractual customer relationships

$
7,200


$
1,200


$
6,000Other


820



248



572$
8,020


$
1,448


$
6,572     NOTE E 
    Other
    Assets    December 31,2008


2007Pension assets

$
38,985


$
70,558Deferred financing costs, net


2,951



4,225Tooling


139



543Software development costs


4,096



3,461Intangible assets subject to amortization


7,513



7,504Other


9,691



7,894Totals

$
63,375


$
94,185   NOTE F 
    Accrued
    Expenses    December 31,2008


2007Accrued salaries, wages and benefits

$
13,173


$
17,399Advance billings


28,412



16,387Warranty and project accruals


6,686



7,322Interest payable


2,837



2,683Taxes


6,386



5,607Other


16,900



17,525Totals

$
74,394


$
66,923    42




---



##### Table of Contents



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


2007


2006Balance at beginning of year

$
5,799


$
3,557


$
3,566Claims paid during the year


(3,944
)


(2,402
)


(2,984
)Warranty expense


4,202



4,526



2,797Other


(655
)


118



178Balance at end of year

$
5,402


$
5,799


$
3,557   NOTE G 
    Financing
    Arrangements    December 31,2008


20078.375% senior subordinated notes due 2014

$
210,000


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


164,600



145,400Other


11,061



4,649385,661



360,049Less current maturities


8,778



2,362Total

$
376,883


$
357,687          43




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        NOTE H 
    Income
    Taxes    Year Ended December 31,2008


2007


2006Current payable (benefit):Federal

$
229


$
(9
)

$
2,355State


1,518



299



432Foreign


6,156



5,344



4,7927,903



5,634



7,579Deferred:Federal


12,421



3,639



(1,093
)State


923



198



(1,521
)Foreign


(261
)


505



(1,747
)13,083



4,342



(4,361
)Income taxes

$
20,986


$
9,976


$
3,218     Rate Reconciliation

2008


2007


2006Tax at statutory rate

$
(34,586
)

$
10,911


$
9,571Effect of state income taxes, net


(1,834
)


266



(1,240
)Effect of foreign operations


293



(1,082
)


(1,441
)Goodwill


23,241



-0-



-0-Valuation allowance


33,625



238



(4,806
)Other, net


247



(357
)


1,134Total

$
20,986


$
9,976


$
3,218  44




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2008


2007Deferred tax assets:Postretirement benefit obligation

$
7,579


$
7,604Inventory


12,126



10,969Net operating loss and credit carryforwards


22,133



21,544Goodwill


5,465



-0-Other


10,832



9,223Total deferred tax assets


58,135



49,340Deferred tax liabilities:Tax over book depreciation


5,824



13,354Pension


14,389



26,071Inventory


-0-



864Intangible assets and other


2,645



2,955Deductible goodwill


-0-



4,704Total deferred tax liabilities


22,858



47,948Net deferred tax assets prior to valuation allowances


35,277



1,392Valuation allowances


(34,921
)


(2,217
)Net deferred tax asset (liability)

$
356


$
(825
)          45




---



##### Table of Contents



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


2007Unrecognized Tax Benefit  January 1,

$
5,255


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


-0-



72Gross Decreases  Tax Positions in Prior Period


(39
)


(133
)Gross Increases  Tax Positions in Current Period


590



625Settlements


-0-



-0-Lapse of Statute of Limitations


-0-



-0-Unrecognized Tax Benefit  December 31,

$
5,806


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




---



##### Table of Contents



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


Benefits2008


2007


2008


2007Change in benefit obligationBenefit obligation at beginning of year

$
48,320


$
52,387


$
18,711


$
22,989Service cost


439



334



87



180Curtailment and settlement


-0-



80



-0-



-0-Interest cost


2,892



2,842



1,215



1,103Amendments


-0-



-0-



-0-



-0-Actuarial losses (gains)


1,150



(2,571
)


2,348



(2,990
)Benefits and expenses paid, net of contributions


(4,418
)


(4,752
)


(2,400
)


(2,571
)Benefit obligation at end of year

$
48,383


$
48,320


$
19,961


$
18,711Change in plan assetsFair value of plan assets at beginning of year

$
118,878


$
112,496


$
-0-


$
-0-Actual return on plan assets


(27,092
)


11,134



-0-



-0-Company contributions


-0-



-0-



2,400



2,571Benefits and expenses paid, net of contributions


(4,418
)


(4,752
)


(2,400
)


(2,571
)Fair value of plan assets at end of year

$
87,368


$
118,878


$
-0-


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

$
38,985


$
70,558


$
(19,961
)

$
(18,711
)  47




---



##### Table of Contents



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


Benefits2008


2007


2008


2007Noncurrent assets

$
38,985


$
70,558


$
-0-


$
-0-Noncurrent liabilities


-0-



-0-



11,757



12,786Current liabilities


-0-



-0-



2,290



2,041Accumulated other comprehensive (income) loss


25,131



(12,756
)


5,914



3,884Net amount recognized at the end of the year

$
64,116


$
57,802


$
19,961


$
18,711Amounts recognized in accumulated other comprehensive
    (income) lossNet actuarial loss/(gain)

$
24,972


$
(13,005
)

$
5,914


$
3,936Net prior service cost (credit)


372



509



-0-



(52
)Net transition obligation (asset)


(213
)


(260
)


-0-



-0-Accumulated other comprehensive (income) loss

$
25,131


$
(12,756
)

$
5,914


$
3,884       Plan AssetsTarget 2009


2008


2007Asset CategoryEquity securities


60-70
%


54.0
%


64.8
%Debt securities


20-30



11.6



24.2Other


7-15



34.4



11.0100
%


100
%


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


Postretirement Benefits2008


2007


2006


2008


2007


2006Discount rate


6.25
%


6.25
%


5.75
%


6.25
%


6.25
%


5.75
%Expected return on plan assets


8.25
%


8.25
%


8.50
%


N/A



N/A



N/ARate of compensation increase


N/A



N/A



N/A



N/A



N/A



N/A    48




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##### Table of Contents



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


Postretirement Benefits2008


2007


2006


2008


2007


2006Components of net periodic benefit costService costs

$
439


$
334


$
426


$
87


$
180


$
199Interest costs


2,892



2,842



2,915



1,215



1,103



1,292Expected return on plan assets


(9,634
)


(9,049
)


(8,408
)


-0-



-0-



-0-Transition obligation


(47
)


(38
)


(48
)


-0-



-0-



-0-FAS 88 one-time charge


-0-



80



297



-0-



-0-



-0-Amortization of prior service cost


137



138



182



(52
)


(63
)


(63
)Recognized net actuarial (gain) loss


(100
)


13



99



369



227



374Benefit (income) costs

$
(6,313
)

$
(5,680
)

$
(4,537
)

$
1,619


$
1,447


$
1,802Other changes in plan assets and benefit obligations
    recognized in other comprehensive (income) lossAOCI at beginning of year

$
(12,756
)

$
(8,144
)

$
5,358


$
3,884


$
7,038


$
-0-Net loss/(gain)


37,876



(4,499
)






2,347



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


(137
)


(138
)


-0-



52



63



-0-Recognition of loss/(gain)


148



25



-0-



(369
)


(227
)


-0-Decrease prior to adoption of SFAS No. 158


-0-



-0-



(5,358
)


-0-



-0-



-0-Increase (decrease) due to adoption of SFAS No. 158


-0-



-0-



(8,144
)


-0-



-0-



7,038Total recognized in other comprehensive (income) loss at end of
    year

$
25,131


$
(12,756
)

$
(8,144
)

$
5,914


$
3,884


$
7,038     Postretirement BenefitsPension





Expected


Net includingBenefits


Gross


Medicare Subsidy


Medicare Subsidy2009

$
4,193


$
2,497


$
208


$
2,2892010


4,119



2,447



210



2,2372011


4,040



2,356



207



2,1492012


3,959



2,192



204



1,9882013


3,933



2,074



195



1,8792014 to 2018


18,791



8,670



836



7,834  49




---



##### Table of Contents



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 2008

$
108


$
(93
)Effect on postretirement benefit obligation as of
    December 31, 2008

$
1,581


$
(1,386
)       NOTE K 
    Leases
    and Sale-leaseback Transactions       50




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE L 
    Accumulated
    Comprehensive Loss    December 31,2008


2007Foreign currency translation adjustment

$
3,982


$
12,712Pension and postretirement benefit adjustments, net of tax


(21,084
)


5,372Total

$
(17,102
)

$
18,084   NOTE M 
    Restructuring
    and Unusual Charges        Loss on DisposalAsset


Cost of


of Foreign


SeveranceImpairment


Products Sold


Subsidiary


Costs


TotalSupply Technologies

$
6,143


$
4,965


$
1,758


$
564


$
13,430Aluminum Products


12,575



579



-0-



-0-



13,154Manufactured Products


4,291



-0-



-0-



-0-



4,291$
23,009


$
5,544


$
1,758


$
564


$
30,875  51




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Balance at January 1, 2008

$
-0-Severance costs recorded in 2008


564Cash payments made in 2008


(19
)Balance at December 31, 2008

$
545   NOTE N 
    Derivatives
    and Hedging      NOTE O 
    Supplemental Guarantor Information
     52




---



##### Table of Contents



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


CombinedGuarantor


Non-Guarantor


Reclassifications/Parent


Subsidiaries


Subsidiaries


Eliminations


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

$
(1,960
)

$
339


$
10,504


$
8,740


$
17,623Accounts receivable, net


(425
)


124,167



42,037



-0-



165,779Inventories


-0-



185,852



42,965



-0-



228,817Other current assets


9,996



23,035



14,030



(2,193
)


44,868Deferred tax assets


-0-



-0-



-0-



9,446



9,446Total Current Assets


7,611



333,393



109,536



15,993



466,533Investment in subsidiaries


385,803



23,876



(23,876
)


(385,803
)


-0-Inter-company advances


408,900



417,572



9,065



(835,537
)


-0-Property, Plant and Equipment, net


3,119



74,923



10,786



-0-



88,828Other Assets:Goodwill


-0-



1,346



2,763



-0-



4,109Other


11,218



45,077



1,564



5,516



63,375Total Other Assets


11,218



46,423



4,327



5,516



67,484Total Assets

$
816,651


$
896,187


$
109,838


$
(1,199,831
)

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

$
3,726


$
92,134


$
17,880


$
8,367


$
122,107Accrued expenses


205



52,203



21,986



-0-



74,394Current portion of long-term liabilities


-0-



195



8,543



2,330



11,068Total Current Liabilities


3,931



144,532



48,409



10,697



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


210,000



-0-



-0-



-0-



210,000Revolving credit maturing on December 31, 2010


164,600



-0-



-0-



-0-



164,600Other long-term debt


-0-



547



1,776



(40
)


2,283Deferred tax liability


7,686



-0-



1,404



-0-



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


3,078



53,841



434



(33,260
)


24,093Total Long-Term Liabilities


385,364



54,388



3,614



(33,300
)


410,066Inter-company advances


426,584



371,557



13,830



(811,971
)


-0-Shareholders Equity


772



325,710



43,985



(365,257
)


5,210Total Liabilities and Shareholders Equity

$
816,651


$
896,187


$
109,838


$
(1,199,831
)

$
622,845  53




---



##### Table of Contents



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




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##### Table of Contents



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


CombinedGuarantor


Non-GuarantorParent


Subsidiaries


Subsidiaries


Eliminations


Consolidated(In thousands)Net sales

$
-0-


$
875,260


$
193,497


$
-0-


$
1,068,757Cost of sales


-0-



766,952



146,801



5,544



919,297Gross profit


-0-



108,308



46,696



(5,544
)


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


(20,346
)


106,893



31,939



(16,359
)


102,127Restructuring and impairment charges


-0-



108,614



12,480



-0-



121,094Operating Income (loss)


20,346



(107,199
)


2,277



10,815



(73,761
)Interest expense


26,883



1,736



725



(1,423
)


27,921Income before income taxes


(6,537
)


(108,935
)


1,552



12,238



(101,682
)Income taxes


14,569



96



6,321



-0-



20,986Net income

$
(21,106
)

$
(109,031
)

$
(4,769
)

$
12,238


$
(122,668
)  55




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##### Table of Contents



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


CombinedGuarantor


Non-GuarantorParent


Subsidiaries


Subsidiaries


Eliminations


Consolidated(In thousands)Net sales

$
-0-


$
882,091


$
189,350


$
-0-


$
1,071,441Cost of sales


-0-



766,495



143,626



2,216



912,337Gross profit


-0-



115,596



45,724



(2,216
)


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


(54,674
)


103,919



25,553



21,725



96,523Operating Income


54,674



11,677



20,171



(23,941
)


62,581Interest expense


30,588



1,793



339



(1,169
)


31,551Income before income taxes


24,086



9,884



19,832



(22,772
)


31,030Income taxes


3,377



216



6,383



-0-



9,976Net income

$
20,709


$
9,668


$
13,449


$
(22,772
)

$
21,054  56




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##### Table of Contents



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




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##### Table of Contents



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


CombinedGuarantor


Non-GuarantorParent


Subsidiaries


Subsidiaries


Eliminations


Consolidated(In thousands)Net cash provided by operations

$
(3,847
)

$
25,797


$
(11,756
)

$
-0-


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


(685
)


(20,784
)


4,003



-0-



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


-0-



(5,322
)


-0-



-0-



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


-0-



260



-0-



-0-



260Net cash (used) in investing activities


(685
)


(25,846
)


4,003



-0-



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


19,200



(219
)


6,631



-0-



25,612Distribution of capital to shareholder


(8,732
)


-0-



-0-



-0-



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


10,468



(219
)


6,631



-0-



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


5,936



(268
)


(1,122
)


-0-



4,546Cash and cash equivalents at beginning of year


844



607



11,626



-0-



13,077Cash and cash equivalents at end of year

$
6,780


$
339


$
10,504


$
-0-


$
17,623  58




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##### Table of Contents



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


CombinedGuarantor


Non-GuarantorParent


Subsidiaries


Subsidiaries


Eliminations


Consolidated(In thousands)Net cash provided by operations

$
7,040


$
11,812


$
9,980


$
-0-


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


(2,816
)


(9,156
)


(9,904
)


-0-



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


(2,816
)


(9,156
)


(9,904
)


-0-



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


(11,300
)


(2,619
)


(832
)


-0-



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


(11,300
)


(2,619
)


(832
)


-0-



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


(7,076
)


37



(756
)


-0-



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


7,920



570



12,382



-0-



20,872Cash and cash equivalents at end of year

$
844


$
607


$
11,626


$
-0-


$
13,077  59




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##### Table of Contents



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



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, 2008:Allowances deducted from assets:Trade receivable allowances

$
3,724


$
1,429


$
(2,109
)(A)

$
3,044Inventory Obsolescence reserve


20,432



5,385



(3,505
)(B)


22,312Tax valuation allowances


2,217



33,625



(921
)


34,921Product warranty liability


5,799



4,202



(4,599
)(C)


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

$
4,305


$
1,609


$
(2,190
)(A)

$
3,724Inventory Obsolescence reserve


22,978



4,383



(6,929
)(B)


20,432Tax valuation allowances


316



1,901



0
(D)


2,217Product warranty liability


3,557



4,526



(2,284
)(C)


5,799Year 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
)


316Product warranty liability


3,566



2,797



(2,806
)(C)


3,557           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)
 61




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##### Table of Contents



Managements
    Report on Internal Control over Financial Reporting
  Rule 13a-15(f) Rule 13a-15(c)
  Form 10-K.
  Changes
    in internal control over financial reporting
    Item 9B.
    Other
    Information   62




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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    2008


2007Audit fees

$
1,136,00


$
1,043,000Audit-related fees


75,000



75,000Tax fees


100,810



77,800      63




---



##### 



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


28Report of Independent Registered Public Accounting Firm


29Consolidated Balance Sheets  December 31, 2008
    and 2007


30Consolidated Statements of Operations  Years Ended
    December 31, 2008, 2007 and 2006


31Consolidated Statements of Shareholders Equity 
    Years Ended December 31, 2008, 2007 and 2006


32Consolidated Statements of Cash Flows  Years Ended
    December 31, 2008, 2007 and 2006


33Notes to Consolidated Financial Statements


34(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


61        Form 10-K
 64




---



##### Table of Contents



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

Chairman, Chief Executive Officer and Director

March 30, 2009*Jeffrey
    L. Rutherford

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

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

Director*Kevin
    R. Greene

Director*A.
    Malachi Mixon, III

Director*Dan
    T. Moore

Director*Ronna
    Romney

Director*James
    W. Wert

Director    *
    
    The undersigned, pursuant to a Power of Attorney executed by
    each of the directors and officers identified above and filed
    with the Securities and Exchange Commission, by signing his name
    hereto, does hereby sign and execute this report on behalf of
    each of the persons noted above, in the capacities indicated.   By:
    /s/  Robert
    D. Vilsack  Attorney-in-Fact
 65




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##### Table of Contents



ANNUAL
    REPORT ON
    FORM 10-K
    PARK-OHIO INDUSTRIES, INC.
  For the
    Year Ended December 31, 2008
  EXHIBIT INDEX
  Exhibit3
.1

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

Code of Regulations of Park-Ohio Industries, Inc. (filed as
    Exhibit 3.2 to the Form 10-K of Park-Ohio Industries, Inc. for
    the year ended December 31, 1998, SEC File No. 333-43005 and
    incorporated by reference and made a part hereof)4
.1

Second Amended and Restated Credit Agreement, dated June 20,
    2007, among Park-Ohio Industries, Inc., the other loan parties
    thereto, the lenders thereto and JP Morgan Chase Bank, N.A.
    (successor by merger to Bank One, NA), as agent (filed as
    exhibit 4.1 to Form 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
    Holdings Corp. and each of its directors and certain officers
    (filed as Exhibit 10.1 to the Form 10-K of Park-Ohio Holdings
    Corp. for the year ended December 31, 1998, SEC File No.
    000-03134 and incorporated by reference and made a part hereof)10
.2*

Amended and Restated 1998 Long-Term Incentive Plan (filed as
    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)10
.3*

Summary of Annual Cash Bonus Plan for Chief Executive Officer
    (filed as Exhibit 10.1 to Form 10-Q for Park-Ohio Holdings
    Corp. for the quarter ended March 31, 2005, SEC File No.
    000-03134 and incorporated herein by reference and made a part
    hereof)10
.4*

Supplemental Executive Retirement Plan for Edward F. Crawford,
    effective as of March 10, 2008 (filed as Exhibit 10.9 to Form
    10-K of
    Park-Ohio Holdings Corp. for the year ended December 31,
    2007, SEC File No. 000-03134 and incorporated by reference
    and made a part hereof)10
.5*

Non-qualified Defined Contribution Retirement Benefit Letter
    Agreement for Edward F. Crawford, dated March 10, 2008 (filed as
    Exhibit 10.10 to Form 10-K of Park-Ohio Holdings Corp. for the
    year ended December 31, 2007, SEC File No. 000-03134
    and incorporated by reference and made a part hereof)10
.6

Agreement of Settlement and Release, dated July 1, 2008
    (filed as Exhibit 10.1 to Form 10-Q of Park-Ohio Holdings Corp.
    for the quarter ended September 30, 2008, SEC File No.
    000-03134 and incorporated herein by reference and made a part
    hereof)24
.1

Power of Attorney31
.1

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

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

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