##### Table of Contents





UNITED
    STATES
    SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIESEXCHANGE ACT OF 1934For the fiscal year ended December 31,
    2010ORo

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

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

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

44124(Address of principal executive
    offices)

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

Accelerated
    filer  o

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

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




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##### Table of Contents





Part I  Item 1.
    Business  Overview
      tm
    Supply Technologies

Aluminum Products

Manufactured ProductsNET SALES FOR 2010

$402.1 million
    (49% of total)

$143.7 million
    (18% of total)

$267.7 million
    (33% of total)SELECTED PRODUCTS

Sourcing, planning and procurement of over 190,000 production
    components, including:
       Fasteners
       Pins
       Valves
       Hoses
       Wire harnesses
       Clamps and fittings
       Rubber and plastic components

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

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

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

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

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




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Supply
    Technologies
  tm tm just-in-time point-of-use
  Products and Services. tm
  tm
  ®
  Markets and Customers. tm
   2




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




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##### Table of Contents



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




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




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##### Table of Contents



clean-up
  Information
    as to Industry Segment Reporting and Geographic Areas
    Recent
    Developments
    Available
    Information
  Form 10-K, Form 10-Q, Form 8-K 1-800-SEC-0330, http://www.sec.gov. http://www.pkoh.com. Form 10-K.
  Item 1A.
    Risk
    Factors   6




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Adverse
    credit market conditions may significantly affect our access to
    capital, cost of capital and ability to meet liquidity
    needs.
    The
    recent global financial crisis may have significant effects on
    our customers and suppliers that would result in material
    adverse effects on our business and operating
    results.
      The
    recent global financial crisis may have significant effects on
    our customers that would result in our inability to borrow or to
    meet our debt service coverage ratio in our revolving credit
    facility.
    The
    industries in which we operate are cyclical and are affected by
    the economy in general.
   7




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Because
    a significant portion of our sales is to the automotive and
    heavy-duty truck industries, a decrease in the demand of these
    industries or the loss of any of our major customers in these
    industries could adversely affect our financial
    health.
      Our
    Supply Technologies customers are generally not contractually
    obligated to purchase products and services from
    us.
    We are
    dependent on key customers.
    
    the loss of any key customer, in whole or in part;
    the insolvency or bankruptcy of any key customer;
    a declining market in which customers reduce orders or demand
    reduced prices; or
    a strike or work stoppage at a key customer facility, which
    could affect both their suppliers and customers.   8




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##### Table of Contents



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.
     9




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Our
    Supply Technologies business depends upon third parties for
    substantially all of our component parts.
    The
    raw materials used in our production processes and by our
    suppliers of component parts are subject to price and supply
    fluctuations that could increase our costs of production and
    adversely affect our results of operations.
      The
    energy costs involved in our production processes and
    transportation are subject to fluctuations that are beyond our
    control and could significantly increase our costs of
    production.
    Potential
    product liability risks exist from the products that we
    sell.
   10




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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;
    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
   11




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Unexpected
    delays in the shipment of large, long-lead industrial equipment
    could adversely affect our results of operations in the period
    in which shipment was anticipated.
    We are
    subject to significant environmental, health and safety laws and
    regulations and related compliance expenditures and
    liabilities.
        If our
    information systems fail, our business will be materially
    affected.
   12




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Operating
    problems in our business may materially adversely affect our
    financial condition and results of operations.
    Changes
    in accounting standards or inaccurate estimates or assumptions
    in the application of accounting policies could adversely affect
    our financial results.
    Holdings
    Chairman of the Board and Chief Executive Officer and
    Holdings President and Chief Operating Officer
    collectively beneficially own a significant portion of
    Holdings 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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Related Industry



Owned or

ApproximateSegment

Location

Leased

Square Footage


UseSUPPLY
    TECHNOLOGIES(1)

Cleveland, OH

Leased


60,450
(2)

Supply Technologies
    Corporate OfficeDayton, OH

Leased


70,600


LogisticsLawrence, PA

Leased


116,000


Logistics and
    ManufacturingMinneapolis, MN

Leased


87,100


LogisticsAllentown, PA

Leased


43,800


LogisticsAtlanta, GA

Leased


56,000


LogisticsDes Plaines, IL

Leased


45,000


LogisticsMemphis, TN

Leased


48,750


LogisticsLouisville, KY

Leased


30,000


LogisticsNashville, TN

Leased


44,900


LogisticsTulsa, OK

Leased


40,000


LogisticsLenexa, KS

Leased


38,000


LogisticsAustin, TX

Leased


30,000


LogisticsMadison Hts., MI

Leased


32,000


LogisticsStreetsboro, OH

Leased


45,000


LogisticsMississauga, Ontario, Canada

Leased


145,000


ManufacturingSolon, OH

Leased


54,000


LogisticsDublin, VA

Leased


40,000


LogisticsDelaware, OH

Owned


45,000


ManufacturingALUMINUM

Conneaut, OH(3)

Leased/Owned


304,000


ManufacturingPRODUCTS

Huntington, IN

Leased


125,000


ManufacturingFremont, IN

Owned


112,000


ManufacturingWapakoneta, OH

Owned


188,000


ManufacturingRootstown, OH

Owned


177,000


ManufacturingRavenna, OH

Owned


64,000


ManufacturingMANUFACTURED

Cuyahoga Hts., OH

Owned


427,000


ManufacturingPRODUCTS(4)

Cicero, IL

Owned


450,000


ManufacturingLe Roeulx, Belgium

Owned


120,000


ManufacturingWickliffe, OH

Owned


110,000


ManufacturingBrookfield, WI

Leased


100,000


ManufacturingWarren, OH

Owned


195,000


ManufacturingCanton, OH

Leased


125,000


ManufacturingMadison Heights, MI

Leased


128,000


ManufacturingNewport, AR

Leased


200,000


ManufacturingCleveland, OH

Leased


150,000


Manufacturing     (1)
    
    Supply Technologies has 49 other facilities, none of which is
    deemed to be a principal facility.(2)
    
    Includes 20,150 square feet used by Holdings and
    Park-Ohios corporate office.(3)
    
    Includes three leased properties with square footage of 91,800,
    64,000 and 45,700, respectively, and two owned properties with
    82,300 and 20,200 square feet, respectively.(4)
    
    Manufactured Products has 16 other owned and leased facilities,
    none of which is deemed to be a principal facility.  Item 3.
    Legal
    Proceedings   14




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Item 4.
    [Removed
    and Reserved]   15




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##### Table of Contents



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




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17




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##### Table of Contents



Results
    of Operations
  2010
    versus 2009
  Net
    Sales by Segment:
  Year EndedDecember 31,





Percent2010


2009


Change


Change(Dollars in millions)Supply Technologies

$
402.1


$
328.8


$
73.3



22
%Aluminum Products


143.7



111.4



32.3



29
%Manufactured Products


267.7



260.8



6.9



3
%Consolidated Net Sales

$
813.5


$
701.0


$
112.5



16
%     Cost
    of Products Sold & Gross Profit:
  Year EndedDecember 31,





Percent2010


2009


Change


Change(Dollars in millions)Consolidated cost of products sold

$
679.4


$
597.2


$
82.2



14
%Consolidated gross profit

$
134.1


$
103.8


$
30.3



29
%Gross margin


16.5
%


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



Percent2010

2009

Change

Change(Dollars in millions)Consolidated SG&A expenses

$
89.8


$
84.0


$
5.8



7
%SG&A percent


11.0
%


12.0
%  18




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##### Table of Contents



Interest
    Expense:
  Year EndedDecember 31,



Percent2010

2009

Change

Change(Dollars in millions)Interest expense

$
23.9


$
23.9


$
0


0%Average outstanding borrowings

$
322.0


$
363.9


$
(41.9
)

(11.5)%Average borrowing rate


7.42
%


6.57
%


85


basis points     Impairment
    Charges:
        Gain
    on Purchase of 8.375% Senior Subordinated
    Notes:
    Income
    Taxes:
  Year EndedDecember 31,2010


2009(Dollars in millions)Income before income taxes

$
19.1


$
3.2Income tax expense (benefit)

$
2.0


$
(.8
)Effective income tax rate


10.5
%


(25
)%    19




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##### Table of Contents



2009
    versus 2008
  Net
    Sales by Segment:
  Year EndedDecember 31,





Percent2009


2008


Change


Change(Dollars in millions)Supply Technologies

$
328.8


$
521.3


$
(192.5
)


(37
)%Aluminum Products


111.4



156.3



(44.9
)


(29
)%Manufactured Products


260.8



391.2



(130.4
)


(33
)%Consolidated Net Sales

$
701.0


$
1,068.8


$
(367.8
)


(34
)%   ramp-up.
 20




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##### Table of Contents



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





Percent2009


2008


Change


Change(Dollars in millions)Consolidated cost of products sold

$
597.2


$
919.3


$
(322.1
)


(35
)%Consolidated gross profit

$
103.8


$
149.5


$
(45.7
)


(31
)%Gross margin


14.8
%


14.0
%       S,G
    & A Expenses:
  Year EndedDecember 31,



Percent2009

2008

Change

Change(Dollars in millions)Consolidated SG&A expenses

$
84.0


$
102.1


$
(18.1
)


(18
)%SG&A percent


12.0
%


9.6
%     Interest
    Expense:
  Year EndedDecember 31,





Percent2009


2008


Change


Change(Dollars in millions)Interest expense

$
23.9


$
27.9


$
(4.0
)


(14
)%Average outstanding borrowings

$
374.1


$
385.8


$
(11.7
)


(3
)%Average borrowing rate


6.39
%


7.23
%


(84
)


basis points    21




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##### Table of Contents



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


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

$
3.2


$
(101.7
)Income tax (benefit) expense

$
(.8
)

$
21.0Effective income tax rate


(25
)%


(21
)%         Off-Balance
    Sheet Arrangements
   22




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Critical
    Accounting Policies and Estimates
    Revenue Recognition:
  Allowance for Doubtful Accounts:
  Allowance for Obsolete and Slow Moving
    Inventory:
  Impairment of Long-Lived Assets:
 23




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Restructuring:
  Goodwill:
   24




---



##### Table of Contents



Income Taxes:
    Pension and Other Postretirement Benefit
    Plans:
  Recent
    Accounting Pronouncements
  No. 2010-06 No. 2010-06
  No. 2009-13, No. 2009-13 No. 2009-13
  ASC 810-10,
 25




---



##### Table of Contents



Environmental
  clean-up
    Seasonality;
    Variability of Operating Results
    Forward-Looking
    Statements
  Form 10-K
 26




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk        Item 8.
    Financial
    Statements and Supplementary Data  Index to
    Consolidated Financial Statements and Supplementary Financial
    Data
  PageReport of Independent Registered Public
    Accounting Firm


28Report of Independent Registered Public
    Accounting Firm


29Consolidated Balance Sheets 
    December 31, 2010 and 2009


30Consolidated Statements of Operations 
    Years Ended December 31, 2010, 2009 and 2008


31Consolidated Statements of Shareholders
    Equity  Years Ended December 31, 2010, 2009 and
    2008


32Consolidated Statements of Cash Flows 
    Years Ended December 31, 2010, 2009 and 2008


33Notes to Consolidated Financial Statements


34Schedule II  Valuation and
    Qualifying accounts


61  27




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REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            
    28




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                
    29




---



##### Table of Contents



Park-Ohio
    Industries, Inc. and Subsidiaries
  Consolidated
    Balance Sheets
  December 31,2010


2009(Dollars in thousands)ASSETSCurrent AssetsCash and cash equivalents

$
35,075


$
21,976Accounts receivable, less allowances for doubtful accounts of
    $6,011 in 2010 and $8,388 in 2009


126,409



104,643Inventories


192,542



182,116Deferred tax assets


10,496



8,104Unbilled contract revenue


12,751



19,411Other current assets


12,797



21,476Total Current Assets


390,070



357,726Property, plant and equipment:Land and land improvements


3,628



3,673Buildings


50,505



44,721Machinery and equipment


201,920



194,111256,053



242,505Less accumulated depreciation


184,284



167,54671,769



74,959Other Assets:Goodwill


9,100



4,155Other


84,340



70,695$
555,279


$
507,535LIABILITIES AND SHAREHOLDERS EQUITYCurrent LiabilitiesTrade accounts payable

$
95,690


$
75,078Payable to affiliates


11,879



7,693Accrued expenses


59,200



39,074Current portion of long-term debt


13,756



10,894Current portion of other postretirement benefits


2,178



2,197Total Current Liabilities


182,703



134,936Long-Term Liabilities, less current portion8.375% senior subordinated notes due 2014


183,835



183,835Revolving credit


113,300



134,600Other long-term debt


5,322



4,668Deferred tax liability


9,721



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


22,863



21,831335,041



352,134Shareholders EquityCommon stock, par value $1 per share


-0-



-0-Additional paid-in capital


47,850



55,362Retained (deficit)


(12,723
)


(29,783
)Accumulated other comprehensive income (loss)


2,408



(5,114
)37,535



20,465$
555,279


$
507,535    30




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##### Table of Contents



Park-Ohio
    Industries, Inc. and Subsidiaries
  Consolidated Statements of
    Operations
  Year Ended December 31,2010


2009


2008(Dollars in thousands)Net sales

$
813,522


$
701,047


$
1,068,757Cost of products sold


679,425



597,200



919,297Gross profit


134,097



103,847



149,460Selling, general and administrative expenses


89,806



84,036



102,127Goodwill impairment charge


-0-



-0-



95,763Restructuring and impairment charges


3,539



5,206



25,331Operating income (loss)


40,752



14,605



(73,761
)Gain on purchase of 8.375% senior subordinated notes


-0-



12,529



-0-Gain on acquisition of business


(2,210
)


-0-



-0-Interest expense


23,868



23,945



27,921Income (loss) before income taxes


19,094



3,189



(101,682
)Income tax expense (benefit)


2,034



(828
)


20,986Net income (loss)

$
17,060


$
4,017


$
(122,668
)    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, 2008

$
-0-


$
64,844


$
88,868


$
18,084


$
171,796Comprehensive (loss):Net loss










(122,668
)






(122,668
)Foreign currency translation adjustment














(8,730
)


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














(26,456
)


(26,456
)Comprehensive (loss)


















(157,854
)Distribution of capital to shareholder






(8,732
)










(8,732
)Balance at December 31, 2008


-0-



56,112



(33,800
)


(17,102
)


5,210Comprehensive income (loss):Net income










4,017







4,017Foreign currency translation adjustment














2,968



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














9,020



9,020Comprehensive income


















16,005Distribution of capital to shareholder






(750
)










(750
)Balance at December 31, 2009


-0-



55,362



(29,783
)


(5,114
)


20,465Comprehensive income (loss):Net income










17,060







17,060Foreign currency translation adjustment














(741
)


(741
)Pension and postretirement benefit adjustments, net of income
    tax of $1,143














8,263



8,263Comprehensive income


















24,582Capital contribution from shareholder






(6,762
)










(6,762
)Distribution of capital to shareholder






(750
)










(750
)Balance at December 31, 2010

$
-0-


$
47,850


$
(12,723
)

$
2,408


$
37,535    32




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##### Table of Contents



Park-Ohio
    Industries, Inc. and Subsidiaries
  Consolidated
    Statements of Cash Flows
  Year Ended December 31,2010


2009


2008(Dollars in thousands)OPERATING ACTIVITIESNet income (loss)

$
17,060


$
4,017


$
(122,668
)Adjustments to reconcile net income (loss) to net cash provided
    by operations:Depreciation and amortization


17,122



18,776



20,782Restructuring and impairment charges


3,539



5,206



121,094Gain on purchase of 8.375% senior subordinated notes


-0-



(12,529
)


-0-Gain on acquisition of business


(2,210
)


-0-



-0-Deferred income taxes


(1,126
)


(1,842
)


-0-Changes in operating assets and liabilities excluding
    acquisitions of businesses:Accounts receivable


(7,624
)


61,136



6,578Inventories


10,067



46,701



(12,547
)Accounts payable and accrued expenses


27,856



(82,349
)


7,490Other


9,864



10,572



(10,535
)Net cash provided by operating activities


74,548



49,688



10,194INVESTING ACTIVITIESPurchases of property, plant and equipment


(3,951
)


(5,575
)


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


(25,900
)


-0-



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


-0-



-0-



260Net cash used by investing activities


(29,851
)


(5,575
)


(22,528
)FINANCING ACTIVITIESPayments on debt, net


(19,944
)


(25,499
)


25,612Debt issue costs


(4,142
)


-0-



-0-Purchase of 8.375% senior subordinated notes


-0-



(13,511
)


-0-Distribution of capital to shareholder


(750
)


(750
)


(8,732
)Capital contribution


(6,762
)


-0-



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


(31,598
)


(39,760
)


16,880Increase in cash and cash equivalents


13,099



4,353



4,546Cash and cash equivalents at beginning of year


21,976



17,623



13,077Cash and cash equivalents at end of year

$
35,075


$
21,976


$
17,623Income taxes paid

$
1,217


$
3,146


$
6,847Interest paid


23,324



23,018



26,115    33




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PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  December 31, 2010, 2009 and 2008
 (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 31,2010


2009Finished goods

$
116,202


$
100,309Work in process


24,339



26,778Raw materials and supplies


52,001



55,029$
192,542


$
182,116   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:
    Income Taxes:
  Revenue Recognition:
  Accounts Receivable and Allowance for Doubtful
    Accounts:
 35




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Software Development Costs:
  Concentration of Credit Risk:
  Shipping and Handling Costs:
  Environmental: and/or
  Foreign Currency Translation:
  Recent
    Accounting Pronouncements
  No. 2010-06 No. 2010-06
  No. 2009-13, No. 2009-13
 36




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  No. 2009-13
  ASC 810-10,
  NOTE B 
    Segments  tm tm just-in-time point-of-use
      37




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Year Ended December 31,2010


2009


2008Net sales:Supply Technologies

$
402,169


$
328,805


$
521,270Aluminum Products


143,672



111,388



156,269Manufactured Products


267,681



260,854



391,218$
813,522


$
701,047


$
1,068,757Income before income taxes:Supply Technologies

$
22,216


$
8,531


$
(66,419
)Aluminum Products


6,582



(5,155
)


(23,467
)Manufactured Products


28,739



26,472



54,82557,537



29,848



(35,061
)Corporate costs


(13,246
)


(3,805
)


(19,601
)Gain on purchase of 8.375% senior subordinated notes


-0-



6,297



6,232Gain on acquisition of business


2,210



-0-



-0-Asset impairment charge


(3,539
)


(5,206
)


(25,331
)Interest expense


(23,868
)


(23,945
)


(27,921
)$
19,094


$
3,189


$
(101,682
)Identifiable assets:Supply Technologies

$
217,915


$
207,729


$
256,161Aluminum Products


66,219



76,443



87,215Manufactured Products


188,017



178,715



242,057General corporate


83,128



44,648



37,412$
555,279


$
507,535


$
622,845Depreciation and amortization expense:Supply Technologies

$
5,272


$
4,812


$
5,153Aluminum Products


6,488



7,556



8,564Manufactured Products


5,001



6,022



6,586General corporate


361



386



479$
17,122


$
18,776


$
20,782Capital expenditures:Supply Technologies

$
1,613


$
2,380


$
931Aluminum Products


156



1,385



7,750Manufactured Products


2,138



2,006



8,101General corporate


44



(196
)


684$
3,951


$
5,575


$
17,466  38




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##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year EndedDecember 31,2010


2009


2008United States


73
%


73
%


68
%Asia


10
%


9
%


11
%Canada


6
%


6
%


6
%Mexico


3
%


2
%


6
%Europe


5
%


9
%


6
%Other


3
%


1
%


3
%100
%


100
%


100
%     NOTE C 
    Acquisitions    Accounts receivable

$
9,059Inventories


16,711Prepaid expenses and other current assets


42Property, plant and equipment


299Customer relationships


990Accounts payable


(5,047
)Accrued expenses


(330
)Deferred tax liability


(1,354
)Gain on acquisition


(2,210
)Total purchase price

$
18,160      39




---



##### Table of Contents



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

$
1,918Inventories


1,000Property, plant and equipment


2,800Accounts payable


(2,314
)Accrued expenses


(516
)Goodwill


4,572Total purchase price

$
7,460         Accounts receivable

$
3,164Inventories


2,782Prepaid expenses and other current assets


178Property, plant and equipment


447Customer relationships


3,480Technological know how


1,890Trade name and other intangible assets


710Accounts payable


(1,202
)Accrued expenses


(2,133
)Goodwill


584Total purchase price

$
9,900    40




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2010

2009Pro forma revenues

$
881,271


$
770,603Pro forma net income

$
15,072


$
(12,744
)   NOTE D 
    Goodwill
    and Other Intangible Assets      Supply





ManufacturedTechnologies


Aluminum


Products


TotalBalance at January 1, 2008

$
80,249


$
16,515


$
4,233


$
100,997Foreign Currency Translation


(1,001
)


-0-



(124
)


(1,125
)Impairment Charge


(79,248
)


(16,515
)


-0-



(95,763
)Balance at December 31, 2008


-0-



-0-



4,109



4,109Foreign Currency Translation


-0-



-0-



46



46Balance at December 31, 2009


-0-



-0-



4,155



4,155Foreign Currency Translation


-0-



-0-



(211
)


(211
)Acquisitions


-0-



4,572



584



5,156Balance at December 31, 2010

$
-0-


$
4,572


$
4,528


$
9,100     2010








2009Acquisition


Accumulated





Acquisition


AccumulatedCosts


Amortization


Net


Costs


Amortization


NetNon-contractual customer relationships

$
11,670


$
2,422


$
9,248


$
7,200


$
1,800


$
5,400Other


3,420



495



2,925



820



372



448$
15,090


$
2,917


$
12,173


$
8,020


$
2,172


$
5,848  41




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##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    NOTE E 
    Other
    Assets    December 31,2010


2009Pension assets

$
60,786


$
49,435Deferred financing costs, net


3,695



1,345Tooling


417



384Software development costs


2,292



3,893Intangible assets subject to amortization


12,173



5,848Other


4,977



9,790Totals

$
84,340


$
70,695   NOTE F 
    Accrued
    Expenses    December 31,2010


2009Accrued salaries, wages and benefits

$
13,832


$
8,978Advance billings


23,218



14,189Warranty accrual


4,046



2,760Interest payable


2,504



2,191Taxes, income and other


3,252



1,788Other


12,348



9,168Totals

$
59,200


$
39,074       2010


2009


2008Balance at beginning of year

$
2,760


$
5,402


$
5,799Claims paid during the year


(1,260
)


(3,367
)


(3,944
)Warranty expense


2,294



704



4,202Other


252



21



(655
)Balance at end of year

$
4,046


$
2,760


$
5,402  42




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##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE G 
    Financing
    Arrangements    December 31,2010


20098.375% senior subordinated notes due 2014

$
183,835


$
183,835Revolving credit


90,200



101,200Term Loan A


25,900



28,000Term Loan B


8,400



12,000Other


7,878



8,962316,213



333,997Less current maturities


13,756



10,894Total

$
302,457


$
323,103            43




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##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            NOTE H 
    Income
    Taxes    Year Ended December 312010


2009


2008United States

$
8,596


$
(934
)

$
(116,564
)Outside the United States


10,498



4,123



14,882$
19,094


$
3,189


$
(101,682
)     Year Ended December 31,2010


2009


2008Current expense (benefit):Federal

$
61


$
(147
)

$
229State


573



179



1,518Foreign


2,526



982



6,1563,160



1,014



7,903Deferred:Federal


(2,014
)


(1,231
)


12,421State


689



(39
)


923Foreign


199



(572
)


(261
)(1,126
)


(1,842
)


13,083Income tax expense (benefit)

$
2,034


$
(828
)

$
20,986  44




---



##### Table of Contents



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

2010


2009


2008Tax at statutory rate

$
6,027


$
(2,113
)

$
(34,586
)Effect of state income taxes, net


1,048



(161
)


(1,834
)Effect of foreign operations


1,472



1,247



293Goodwill


-0-



-0-



23,241Valuation allowance, federal and foreign


(6,475
)


(1,815
)


33,625Equity compensation


(59
)


148



18Tax credits


(72
)


(192
)


(240
)Prior year adjustments


365



141



(304
)Non-deductable items


480



735



802Gain on asset purchase


(772
)


-0-



-0-Other, net


20



1,182



(29
)Total

$
2,034


$
(828
)

$
20,986     December 31,2010


2009Deferred tax assets:Postretirement benefit obligation

$
7,003


$
7,060Inventory


12,363



10,342Net operating loss and credit carryforwards


16,184



22,478Goodwill


3,177



4,381Other


11,138



8,348Total deferred tax assets


49,865



52,609Deferred tax liabilities:Depreciation and amortization


1,090



692Pension


21,423



18,010Intangible assets and other


4,191



2,335Total deferred tax liabilities


26,704



21,037Net deferred tax assets prior to valuation allowances


23,161



31,572Valuation allowances


(22,386
)


(30,668
)Net deferred tax asset

$
775


$
904      45




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##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        2010


2009


2008Unrecognized Tax Benefit  January 1,

$
5,718


$
5,806


$
5,255Gross Increases  Tax Positions in Prior Period


283



101



-0-Gross Decreases  Tax Positions in Prior Period


(4
)


(55
)


(39
)Gross Increases  Tax Positions in Current Period


341



97



590Settlements


(18
)


-0-



-0-Lapse of Statute of Limitations


(178
)


(231
)


-0-Unrecognized Tax Benefit  December 31,

$
6,142


$
5,718


$
5,806       NOTE I 
    Legal
    Proceedings    NOTE J 
    Pensions
    and Postretirement Benefits   46




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##### Table of Contents



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


Benefits2010


2009


2010


2009Change in benefit obligationBenefit obligation at beginning of year

$
48,820


$
48,383


$
18,288


$
19,961Service cost


295



471



31



61Interest cost


2,596



2,748



959



1,053Amendments


-0-



10



-0-



(920
)Actuarial losses


2,622



1,446



1,364



279Benefits and expenses paid, net of contributions


(4,661
)


(4,238
)


(2,210
)


(2,146
)Benefit obligation at end of year

$
49,672


$
48,820


$
18,432


$
18,288Change in plan assetsFair value of plan assets at beginning of year

$
98,255


$
87,368


$
-0-


$
-0-Actual return on plan assets


18,364



16,725



-0-



-0-Company contributions


-0-



-0-



2,210



2,146Cash transfer to fund postretirement benefit payments


(1,500
)


(1,600
)


-0-



-0-Benefits and expenses paid, net of contributions


(4,661
)


(4,238
)


(2,210
)


(2,146
)Fair value of plan assets at end of year

$
110,458


$
98,255


$
-0-


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

$
60,786


$
49,435


$
(18,432
)

$
(18,288
)  47




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##### Table of Contents



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


Benefits2010


2009


2010


2009Noncurrent assets

$
60,786


$
49,435


$
-0-


$
-0-Noncurrent liabilities


-0-



-0-



10,196



11,111Current liabilities


-0-



-0-



2,177



2,197Accumulated other comprehensive (income) loss


7,701



15,900



6,059



4,980Net amount recognized at the end of the year

$
68,487


$
65,335


$
18,432


$
18,288Amounts recognized in accumulated other comprehensive
    (income) lossNet actuarial loss/(gain)

$
7,641


$
15,819


$
6,059


$
4,980Net prior service cost (credit)


192



253



-0-



-0-Net transition obligation (asset)


(132
)


(172
)


-0-



-0-Accumulated other comprehensive (income) loss

$
7,701


$
15,900


$
6,059


$
4,980       Plan AssetsTarget 2011


2010


2009Asset CategoryEquity securities


45-75
%


78.3
%


69.3
%Debt securities


10-40



19.3



9.9Other


0-20



2.4



20.8100
%


100
%


100
%     2010


2009Level 2


Total


Level 2


TotalCollective trust and pooled insurance funds:Common stock

$
65,362


$
65,362


$
52,507


$
52,507Equity Funds


16,142



16,142



12,727



12,727Foreign Stock


5,000



5,000



2,590



2,590Convertible Securities


967



967



1,063



1,063U.S. Government Obligations


9,840



9,840



4,900



4,900Fixed income funds


5,242



5,242



4,588



4,588Corporate Bonds


5,295



5,295



-0-



-0-Cash and Cash Equivalents


2,381



2,381



19,779



19,779Other


229



229



101



101$
110,458


$
110,458


$
98,255


$
98,255  48




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##### Table of Contents



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

Postretirement Benefits2010

2009

2008

2010

2009

2008Discount rate


5.00
%


5.50
%


6.00
%


5.00
%


5.50
%


6.00
%Expected return on plan assets


8.25
%


8.25
%


8.25
%


N/A



N/A



N/ARate of compensation increase


N/A



N/A



N/A



N/A



N/A



N/A       Pension Benefits


Postretirement Benefits2010


2009


2008


2010


2009


2008Components of net periodic benefit costService costs

$
295


$
471


$
439


$
31


$
61


$
87Interest costs


2,596



2,748



2,892



959



1,053



1,215Expected return on plan assets


(7,932
)


(7,036
)


(9,634
)


-0-



-0-



-0-Transition obligation


(40
)


(40
)


(47
)


-0-



-0-



-0-FAS 88 one-time charge


-0-



-0-



-0-



-0-



-0-



-0-Amortization of prior service cost


61



129



137



(96
)


-0-



(52
)Recognized net actuarial (gain) loss


366



910



(100
)


381



294



369Benefit (income) costs

$
(4,654
)

$
(2,818
)

$
(6,313
)

$
1,275


$
1,408


$
1,619Other changes in plan assets and benefit obligations
    recognized in other comprehensive (income) lossAOCI at beginning of year

$
15,900


$
25,131


$
(12,756
)

$
4,980


$
5,914


$
3,884Net (gain)/loss


(7,811
)


(8,241
)


37,876



1,364



280



2,347Recognition of prior service cost/(credit)


(62
)


(120
)


(137
)


96



(920
)


52Recognition of (gain)/loss


(326
)


(870
)


148



(381
)


(294
)


(369
)Total recognized in other comprehensive loss at end of year

$
7,701


$
15,900


$
25,131


$
6,059


$
4,980


$
5,914    49




---



##### Table of Contents



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



Expected

Net includingBenefits

Gross

Medicare Subsidy

Medicare Subsidy2011


4,041



2,454



223



2,2312012


3,942



2,240



225



2,0152013


3,860



2,092



219



1,8732014


3,788



1,988



209



1,7792015


3,739



1,879



197



1,6822016 to 2020


17,837



7,497



811



6,686     1-Percentage

1-PercentagePoint

PointIncrease

DecreaseEffect on total of service and interest cost components in 2010

$
68


$
(60
)Effect on postretirement benefit obligation as of
    December 31, 2010

$
1,383


$
(1,229
)       NOTE K 
    Leases   50




---



##### Table of Contents



PARK-OHIO
    INDUSTRIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    NOTE L 
    Accumulated
    Comprehensive Loss    December 31,2010


2009Foreign currency translation adjustment

$
6,239


$
6,950Pension and postretirement benefit adjustments, net of tax


(3,801
)


(12,064
)Total

$
2,438


$
(5,114
)   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


545Cash payments made in 2009


(460
)Balance at December 31, 2009


85Cash payments made in 2010


(85
)Balance at December 31, 2010

$
-0-     Asset


Cost ofImpairment


Products Sold


TotalSupply Technologies

$
2,206


$
1,797


$
4,003Manufactured Products


3,000



-0-


$
3,000$
5,206


$
1,797


$
7,003   NOTE N 
    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, 2010
  Combined


CombinedGuarantor


Non-Guarantor


Reclassifications/Parent


Subsidiaries


Subsidiaries


Eliminations


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

$
(4,983
)

$
2,286


$
33,736


$
4,036


$
35,075Accounts receivable, net


(2,650
)


100,754



25,141



3,164



126,409Inventories


-0-



157,180



32,580



2,782



192,542Other current assets


24,322



8,932



14,491



(22,197
)


25,548Deferred tax assets


-0-



-0-



-0-



10,496



10,496Total Current Assets


16,689



269,152



105,948



(1,719
)


390,070Investment in subsidiaries


311,612



26,234



(26,234
)


(311,612
)


-0-Inter-company advances


9,520



42,063



37,393



(88,976
)


-0-Property, Plant and Equipment, net


5,505



68,036



5,482



(7,254
)


71,769Other Assets:Goodwill


-0-



5,918



2,597



585



9,100Other


63,684



16,094



14,466



(9,904
)


84,340Total Other Assets


63,684



22,012



17,063



(9,319
)


93,440Total Assets

$
407,010


$
427,497


$
139,652


$
(418,880
)

$
555,279LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Trade accounts payable

$
3,371


$
70,191


$
16,856


$
5,272


$
95,690Payable to affiliates


11,879



-0-



-0-



-0-



11,879Accrued expenses


3,496



37,347



16,240



2,117



59,200Current portion of long-term liabilities


-0-



50



1,229



14,655



15,934Total Current Liabilities


18,746



107,588



34,325



22,044



182,703Long-Term Liabilities, less current portion8.375% Senior Subordinated Notes due 2014


210,000



-0-



-0-



(26,165
)


183,835Revolving credit


124,500



-0-



-0-



(11,200
)


113,300Other long-term debt


-0-



4,000



-0-



1,322



5,322Deferred tax liability


8,343



-0-



1,378



-0-



9,721Other postretirement benefits and other long-term liabilities


23,195



4,213



216



(4,761
)


22,863Total Long-Term Liabilities


366,038



8,213



1,594



(40,804
)


335,041Inter-company advances


6,646



22,689



49,908



(79,243
)


-0-Shareholders Equity


15,580



289,007



53,825



(320,877
)


37,535Total Liabilities and Shareholders Equity

$
407,010


$
427,497


$
139,652


$
418,880


$
555,279  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, 2009
  Combined


CombinedGuarantor


Non-Guarantor


Reclassifications/Parent


Subsidiaries


Subsidiaries


Eliminations


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

$
(2,876
)

$
1,613


$
21,839


$
1,400


$
21,976Accounts receivable, net


(1,300
)


84,669



24,477



(3,203
)


104,643Inventories


-0-



148,658



33,458



-0-



182,116Other current assets


16,462



18,365



9,878



(3,818
)


40,887Deferred tax assets


-0-



-0-



-0-



8,104



8,104Total Current Assets


12,286



253,305



89,652



2,483



357,726Investment in subsidiaries


313,315



26,129



(26,129
)


(313,315
)


-0-Inter-company advances


383,098



292,128



21,935



(697,161
)


-0-Property, Plant and Equipment, net


(464
)


70,962



10,506



(6,045
)


74,959Other Assets:Goodwill


-0-



1,346



2,809



-0-



4,155Other


25,864



38,660



14,528



(8,357
)


70,695Total Other Assets


25,864



40,006



17,337



(8,357
)


74,850Total Assets

$
734,099


$
682,530


$
113,301


$
(1,022,395
)

$
507,535LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Trade accounts payable

$
3,360


$
55,920


$
14,375


$
1,423


$
75,078Payable to affiliates


7,693



-0-



-0-



-0-



7,693Accrued expenses


1,581



25,889



11,604



-0-



39,074Current portion of long-term liabilities


6,600



102



2,163



4,226



13,091Total Current Liabilities


19,234



81,911



28,142



5,649



134,936Long-Term Liabilities, less current portion8.375% Senior Subordinated Notes due 2014


210,000



-0-



-0-



(26,165
)


183,835Revolving credit


134,600



-0-



-0-



-0-



134,600Other long-term debt


-0-



4,409



1,623



(1,364
)


4,668Deferred tax liability


6,007



-0-



1,193



-0-



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


2,710



52,637



314



(33,830
)


21,831Total Long-Term Liabilities


353,317



57,046



3,130



(61,359
)


352,134Inter-company advances


361,789



286,093



37,505



(685,387
)


-0-Shareholders Equity


(241
)


257,480



44,524



(281,298
)


20,465Total Liabilities and Shareholders Equity

$
734,099


$
682,530


$
113,301


$
(1,022,395
)

$
507,535  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, 2010
  Combined


CombinedGuarantor


Non-GuarantorParent


Subsidiaries


Subsidiaries


Eliminations


Consolidated(In thousands)Net sales

$
-0-


$
668,089


$
145,433


$
-0-


$
813,522Cost of sales


-0-



566,648



112,777



-0-



679,425Gross profit


-0-



101,441



32,656



-0-



134,097Operating Expenses:Selling, general and administrative expenses


(39,747
)


95,466



20,865



13,222



89,806Asset Impairment Charge


-0-



3,539



-0-



-0-



3,539Operating Income (loss)


39,747



2,436



11,791



(13,222
)


40,752Interest expense


25,054



954



296



(2,436
)


23,868Gain on acquisition of business


-0-



-0-



-0-



(2,210
)


(2,210
)Income before income taxes


14,693



1,482



11,495



(8,576
)


19,094Income taxes


721



144



1,169



-0-



2,034Net (loss) income

$
13,972


$
1,338


$
10,326


$
(8,576
)

$
17,060  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, 2009
  Combined


CombinedGuarantor


Non-GuarantorParent


Subsidiaries


Subsidiaries


Eliminations


Consolidated(In thousands)Net sales

$
-0-


$
572,333


$
128,714


$
-0-


$
701,047Cost of sales


-0-



494,323



102,877



-0-



597,200Gross profit


-0-



78,010



25,837



-0-



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


(12,463
)


91,238



19,193



(13,932
)


84,036Restructuring and impairment charges


-0-



2,206



-0-



3,000



5,206Operating Income (loss)


12,463



(15,434
)


6,644



10,932



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


-0-



-0-



-0-



(12,529
)


(12,529
)Interest expense


23,243



1,152



752



(1,202
)


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


(10,780
)


(16,586
)


5,892



24,663



3,189Income tax (benefit) expense


(1,067
)


60



179



-0-



(828
)Net income (loss)

$
(9,713
)

$
(16,646
)

$
5,713


$
24,663


$
4,017  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, 2008
  Combined


CombinedGuarantor


Non-GuarantorParent


Subsidiaries


Subsidiaries


Eliminations


Consolidated(In thousands)Net sales

$
-0-


$
875,260


$
193,497


$
-0-


$
1,068,757Cost of sales


-0-



766,952



146,801



5,544



919,297Gross profit


-0-



108,308



46,696



(5,544
)


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


(20,346
)


106,893



31,939



(16,359
)


102,127Restructuring and impairment charges


-0-



108,614



12,480



-0-



121,094Operating Income (loss)


20,346



(107,199
)


2,277



10,815



(73,761
)Interest expense


26,883



1,736



725



(1,423
)


27,921(Loss) income before income taxes


(6,537
)


(108,935
)


1,552



12,238



(101,682
)Income taxes


14,569



96



6,321



-0-



20,986Net (loss) income

$
(21,106
)

$
(109,031
)

$
(4,769
)

$
12,238


$
(122,668
)  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, 2010
  Combined


CombinedGuarantor


Non-GuarantorParent


Subsidiaries


Subsidiaries


Eliminations


Consolidated(In thousands)Net cash provided by operations

$
28,927


$
35,234


$
10,387


$
-0-


$
74,548Cash flows from investing activities:Acquisitions


-0-



(25,900
)


-0-



-0-



(25,900
)Purchases of property, plant and equipment, net


(44
)


(7,924
)


4,017



-0-



(3,951
)Net cash (used) in investing activities


(44
)


(33,824
)


4,017



-0-



(29,851
)Cash flows from financing activities:Distribution of capital to shareholder


(750
)


-0-



-0-



-0-



(750
)Capital contributions from parent


(6,762
)


-0-



-0-



-0-



(6,762
)Debt issue costs


(4,142
)














(4,142
)Payments on debt


(16,700
)


(737
)


(2,507
)


-0-



(19,944
)Net cash (used) by financing activities


(28,354
)


(737
)


(2,507
)


-0-



(31,598
)Increase in cash and cash equivalents


529



673



11,897



-0-



13,099Cash and cash equivalents at beginning of year


(1,476
)


1,613



21,839



-0-



21,976Cash and cash equivalents at end of year

$
(947
)

$
2,286


$
33,736


$
-0-


$
35,075  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, 2009
  Combined


CombinedGuarantor


Non-GuarantorParent


Subsidiaries


Subsidiaries


Eliminations


Consolidated(In thousands)Net cash provided by operations

$
15,697


$
965


$
33,026


$
-0-


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


197



(4,125
)


(1,647
)


-0-



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


197



(4,125
)


(1,647
)


-0-



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


(750
)


-0-



-0-



-0-



(750
)Purchase of 8.375% senior subordinated notes


-0-



-0-



(13,511
)


-0-



(13,511
)Proceeds from bank arrangements


(23,400
)


4,434



(6,533
)


-0-



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


(24,150
)


4,434



(20,044
)


-0-



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


(8,256
)


1,274



11,335



-0-



4,353Cash and cash equivalents at beginning of year


6,780



339



10,504



-0-



17,623Cash and cash equivalents at end of year

$
(1,476
)

$
1,613


$
21,839


$
-0-


$
21,976  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, 2008
  Combined


CombinedGuarantor


Non-GuarantorParent


Subsidiaries


Subsidiaries


Eliminations


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

$
(3,847
)

$
25,797


$
(11,756
)

$
-0-


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


(685
)


(20,784
)


4,003



-0-



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


-0-



(5,322
)


-0-



-0-



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


-0-



260



-0-



-0-



260Net cash (used) provided in investing activities


(685
)


(25,846
)


4,003



-0-



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


19,200



(219
)


6,631



-0-



25,612Distribution of capital to shareholder


(8,732
)


-0-



-0-



-0-



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


10,468



(219
)


6,631



-0-



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


5,936



(268
)


(1,122
)


-0-



4,546Cash and cash equivalents at beginning of year


844



607



11,626



-0-



13,077Cash and cash equivalents at end of year

$
6,780


$
339


$
10,504


$
-0-


$
17,623  60




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##### Table of Contents



Schedule II
  PARK-OHIO
    INDUSTRIES, INC.
 SCHEDULE II 
    VALUATION AND QUALIFYING ACCOUNTS AND RESERVES Balance at


Charged to


Deductions


Balance atBeginning of


Costs and


and


End ofDescription

Period


Expenses


Other


PeriodYear Ended December 31, 2010:Allowances deducted from assets:Trade receivable allowances

$
8,388


$
2,581


$
(4,958
)(A)

$
6,011Inventory Obsolescence reserve


21,456



8,956



(7,624
)(B)


22,788Tax valuation allowances


30,668



(5,754
)


(2,528
)(D)


22,386Product warranty liability


2,760



2,294



(1,008
)(C)


4,046Year Ended December 31, 2009:Allowances deducted from assets:Trade receivable allowances

$
3,044


$
6,527


$
(1,183
)(A)

$
8,388Inventory Obsolescence reserve


22,313



7,153



(8,010
)(B)


21,456Tax valuation allowances


34,921



(1,815
)


(2,438
)


30,668Product warranty liability


5,402



704



(3,346
)(C)


2,760Year Ended December 31, 2008:Allowances deducted from assets:Trade receivable allowances

$
3,724


$
1,429


$
(2,109
)(A)

$
3,044Inventory Obsolescence reserve


20,432



5,385



(3,505
)(B)


22,312Tax valuation allowances


2,217



33,625



(921
)(D)


34,921Product warranty liability


5,799



4,202



(4,599
)(C)


5,402           Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation
    of disclosure controls and procedures
  Rule 13a-15(e) Rule 15d-15(e)
 61




---



##### 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




---



##### 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    2010


2009Audit fees

$
965,000


$
965,000Audit-related fees


425,000



75,000Tax fees


64,000



52,210      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, 2010
    and 2009


30Consolidated Statements of Operations  Years Ended
    December 31, 2010, 2009 and 2008


31Consolidated Statements of Shareholders Equity 
    Years Ended December 31, 2010, 2009 and 2008


32Consolidated Statements of Cash Flows  Years Ended
    December 31, 2010, 2009 and 2008


33Notes to Consolidated Financial Statements


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


61EX-31.1EX-31.2EX-32.1        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 8, 2011*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




---



##### Table of Contents



ANNUAL
    REPORT ON
    FORM 10-K
    PARK-OHIO INDUSTRIES, INC.
  For the
    Year Ended December 31, 2010
  EXHIBIT INDEX
  Exhibit3
.1

Amended and Restated Articles of Incorporation of Park-Ohio
    Holdings Corp. (filed as Exhibit 3.1 to the
    Form 10-K
    of Park-Ohio Holdings Corp. for the year ended December 31,
    1998, SEC
    File No. 000-03134
    and incorporated by reference and made a part hereof)3
.2

Code of Regulations of Park-Ohio Holdings Corp. (filed as
    Exhibit 3.2 to the
    Form 10-K
    of Park-Ohio
    Holdings Corp. for the year ended December 31, 1998, SEC
    File
    No. 000-03134
    and incorporated by reference and made a part hereof)4
.1

Third Amended and Restated Credit Agreement, dated March 8,
    2010, among Park-Ohio Industries, Inc., RB&W Corporation of
    Canada Inc., the Ex-Im Borrowers party thereto, the other loan
    parties thereto, the lenders party thereto and JP Morgan Chase
    Bank, N.A., as Administrative Agent, JP Morgan Chase Bank, N.A.
    Toronto Branch, as Canadian Agent, RBS Business Capital as
    Syndication Agent, Key Bank National Association , as
    Co-Documentation Agent, JP Morgan Securities Inc., as Sole Lead
    Arranger, PNC Bank, National Association, as Joint Bookrunner
    and U.S. Bank National Association, as Co-Documentation Agent
    and Joint Bookrunner (filed as Exhibit 4.1 to the
    Form 10-Q
    of Park-Ohio Holdings Corp., filed on May 10, 2010, SEC
    File
    No. 000-03134
    and incorporated by reference and made a part hereof)4
.2

Consent and Amendment No. 1 to Third Amended and Restated
    Credit Agreement, dated July 9, 2010, among Park-Ohio
    Industries, Inc., RB&W Corporation of Canada, the Ex-Im
    Borrowers party to the Credit Agreement, the other loan parties
    to the Credit Agreement, the lenders party to the Credit
    Agreement, JP Morgan Chase Bank, N.A., as Administrative Agent,
    and JP Morgan Chase Bank, N.A., Toronto Branch, as Canadian
    Agent (filed as Exhibit 4.1 to the Form
    10-Q of
    Park-Ohio Holdings Corp., filed on November 15, 2010, SEC
    File
    No. 000-03134
    and incorporated by reference and made a part hereof)4
.3

Consent and Amendment No. 2 to Third Amended and Restated Credit
    Agreement, dated August 31, 2010, among Park-Ohio
    Industries, Inc., RB&W Corporation of Canada, the Ex-Im
    Borrowers party to the Credit Agreement, the other loan parties
    to the Credit Agreement, the lenders party to the Credit
    Agreement, JP Morgan Chase Bank, N.A., as Administrative Agent,
    and JP Morgan Chase Bank, N.A., Toronto Branch, as Canadian
    Agent (filed as Exhibit 4.1 to the
    Form 10-Q
    of Park-Ohio Holdings Corp., filed on November 15, 2010,
    SEC File
    No. 000-03134
    and incorporated by reference and made a part hereof)4
.4

Indenture, dated as of November 30, 2004, among Park-Ohio
    Industries, Inc., the Guarantors (as defined therein) and Wells
    Fargo Bank, NA, as trustee (filed as Exhibit 4.1 to the
    Form 8-K
    of Park-Ohio Holdings Corp. filed on December 6, 2004, SEC
    File
    No. 000-03134
    and incorporated herein by reference and made a part hereof)10
.1

Form of Indemnification Agreement entered into between Park-Ohio
    Holdings Corp. and each of its directors and certain officers
    (filed as Exhibit 10.1 to the
    Form 10-K
    of Park-Ohio Holdings Corp. for the year ended December 31,
    1998, SEC File
    No. 000-03134
    and incorporated by reference and made a part hereof)10
.2*

Amended and Restated 1998 Long-Term Incentive Plan (filed as
    Exhibit 10.1 to
    Form 8-K
    of Park-Ohio
    Holdings Corp., filed on June 3, 2009, SEC File
    No. 000-03134
    and incorporated by reference and made a part hereof)10
.3*

Park-Ohio Holdings Corp. Annual Cash Bonus Plan (filed as
    Exhibit 10.2 to the
    Form 8-K
    for
    Park-Ohio
    Holdings Corp, filed June 1, 2006, SEC File
    No. 000-03134
    and incorporated 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) 66




---



##### Table of Contents



Exhibit10
.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)10
.12

Asset Purchase Agreement, dated as of August 31, 2010, by
    and among Assembly Component Systems, Inc., Lawson Products,
    Inc., Supply Technologies LLC and Park-Ohio Industries, Inc.
    (filed as Exhibit 10.1 to the Form 10-Q of Park-Ohio
    Holdings Corp., filed on November 15, 2010, SEC File
    No. 000-03134 and incorporated by reference and made a part
    hereof)10
.13

Bill of Sale, dated September 30, 2010, by Rome Die Casting
    LLC and Johnny Johnson in favor of General Aluminum Mfg. Company
    (filed as Exhibit 10.2 to the Form 10-Q of Park-Ohio
    Holdings Corp., filed on November 15, 2010, SEC File
    No. 000-03134 and incorporated by reference and made a part
    hereof)24
.1

Power of Attorney31
.1

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

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

Certification requirement under Section 906 of the
    Sarbanes-Oxley Act of 2002     *
    
    Reflects management contract or other compensatory arrangement
    required to be filed as an exhibit pursuant to Item 15(c)
    of this Report. 67