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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-Q
   (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    March 31,
    2011oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to    Commission file number 0-3134
  Park-Ohio Holdings
    Corp.
 (Exact name of registrant as
    specified in its charter)
   Ohio

34-1867219(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)6065 Parkland Boulevard, Cleveland, Ohio(Address of principal
    executive offices)

44124(Zip Code)   440/947-2000
    (Registrants telephone number, including area code)
    Park-Ohio Holdings Corp. is a successor issuer to Park-Ohio
    Industries, Inc.
    (1)
    Has filed all reports required to be filed by Section 13 or
    15(d) of the Securities Exchange Act of 1934 during the
    preceding twelve months (or for such shorter period that the
    registrant was required to file such reports) and(2)
    Has been subject to such filing requirements for the past
    90 days.  Yes þ     No o  Regulation S-T o o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ




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PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  INDEX
   
 PagePART I. FINANCIAL INFORMATIONItem 1.


Financial Statements


3Condensed consolidated balance sheets 
    March 31, 2011 and December 31, 2010


3Condensed consolidated statements of
    income  Three months ended March 31, 2011 and
    2010


4Condensed consolidated statement of
    shareholders equity  Three months ended
    March 31, 2011


5Condensed consolidated statements of cash
    flows  Three months ended March 31, 2011 and
    2010


6Notes to unaudited condensed consolidated
    financial statements  March 31, 2011


7Report of independent registered public
    accounting firm


14Item 2.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


15Item 3.


Quantitative and Qualitative Disclosure About
    Market Risk


19Item 4.


Controls and Procedures


20PART II. OTHER INFORMATIONItem 1.


Legal Proceedings


21Item 1A.


Risk Factors


22Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


22Item 6.


Exhibits


22SIGNATURE


23EXHIBIT INDEX


24EX-10EX-15EX-31.1EX-31.2EX-32   2




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PART I.
    Financial Information  ITEM 1.
    Financial
    Statements  PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  CONDENSED CONSOLIDATED BALANCE
    SHEETS
  (Unaudited)March 31,


December 31,2011


2010(Dollars in thousands)ASSETSCurrent AssetsCash and cash equivalents

$
30,814


$
35,311Accounts receivable, less allowances for doubtful accounts of
    $5,473 at March 31, 2011 and $6,011 at December 31,
    2010


146,470



126,409Inventories


200,707



192,542Deferred tax assets


10,496



10,496Unbilled contract revenue


13,774



12,751Other current assets


10,646



12,800Total Current Assets


412,907



390,309Property, Plant and Equipment


256,820



253,077Less accumulated depreciation


189,664



184,29467,156



68,783Other AssetsGoodwill


9,671



9,100Other


85,227



84,340$
574,961


$
552,532LIABILITIES AND SHAREHOLDERS EQUITYCurrent LiabilitiesTrade accounts payable

$
114,972


$
95,695Accrued expenses


66,199



59,487Current portion of long-term debt


7,792



13,756Current portion of other postretirement benefits


2,178



2,178Total Current Liabilities


191,141



171,116Long-Term Liabilities, less current portion8.375% Senior Subordinated Notes due 2014


183,835



183,835Revolving credit facility


103,800



113,300Other long-term debt


5,058



5,322Deferred tax liability


9,721



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


23,372



22,863325,786



335,041Shareholders EquityCapital stock, par value $1 a share:Serial Preferred Stock


-0-



-0-Common Stock


13,397



13,397Additional paid-in capital


68,513



68,085Retained deficit


(10,314
)


(19,043
)Treasury stock, at cost


(18,726
)


(18,502
)Accumulated other comprehensive income


5,164



2,43858,034



46,375$
574,961


$
552,532   Note:
    The balance sheet at December 31, 2010 has been derived
    from the audited financial statements at that date, but does not
    include all of the information and footnotes required by
    generally accepted accounting principles for complete financial
    statements.   3




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PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  CONDENSED
    CONSOLIDATED STATEMENTS OF INCOME 
    (UNAUDITED)
  Three Months EndedMarch 31,2011


2010(Amounts in thousands, except per share data)Net sales

$
241,628


$
191,701Cost of products sold


199,693



162,363Gross profit


41,935



29,338Selling, general and administrative expenses


25,665



20,968Operating income


16,270



8,370Interest expense


5,863



5,436Income before income taxes


10,407



2,934Income taxes


1,678



868Net income

$
8,729


$
2,066Amounts per common share:Basic

$
.76


$
.19Diluted

$
.73


$
.18Common shares used in the computation:Basic


11,460



11,108Diluted


11,987



11,647    4




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PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  CONDENSED
    CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
     (UNAUDITED)
   AccumulatedAdditional








OtherCommon


Paid-In


Retained


Treasury


ComprehensiveStock


Capital


Deficit


Stock


Income


Total(Dollars in thousands)Balance at January 1, 2011

$
13,397


$
68,085


$
(19,043
)

$
(18,502
)

$
2,438


$
46,375Comprehensive income:Net income










8,729











8,729Foreign currency translation adjustment


















2,620



2,620Pension and post retirement benefit adjustments, net of tax


















106



106Comprehensive income






















11,455Amortization of restricted stock






380















380Purchase of treasury stock (11,658 shares)














(224
)






(224
)Share-based compensation






48















48Balance at March 31, 2011

$
13,397


$
68,513


$
(10,314
)

$
(18,726
)

$
5,164


$
58,034   
 5




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##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
     (UNAUDITED)
   Three Months EndedMarch 31,2011


2010(Dollars in thousands)OPERATING ACTIVITIESNet income

$
8,729


$
2,066Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


3,957



4,168Share-based compensation expense


428



462Changes in operating assets and liabilities:Accounts receivable


(20,061
)


(15,405
)Inventories and other current assets


(7,033
)


9,838Accounts payable and accrued expenses


25,989



17,653Other


961



(4,923
)Net Cash Provided by Operating Activities


12,970



13,859INVESTING ACTIVITIESPurchases of property, plant and equipment, net


(1,515
)


(217
)Net Cash Used by Investing Activities


(1,515
)


(217
)FINANCING ACTIVITIESPayments on debt, net


(15,728
)


(4,450
)Debt issue costs


-0-



(3,806
)Purchase of treasury stock


(224
)


(350
)Net Cash Used by Financing Activities


(15,952
)


(8,606
)(Decrease) Increase in Cash and Cash Equivalents


(4,497
)


5,036Cash and Cash Equivalents at Beginning of Period


35,311



23,098Cash and Cash Equivalents at End of Period

$
30,814


$
28,134Taxes paid

$
463


$
573Interest paid


1,389



1,167   
 6




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PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIESNOTES TO UNAUDITED CONDENSED CONSOLIDATED
    FINANCIAL STATEMENTS 
    March 31, 2011
    (Dollars and shares in thousands, except per share
    amounts)
  NOTE A 
    Basis of Presentation
    Form 10-Q Regulation S-X. Form 10-K
  NOTE B 
    Segments
  tm tm just-in-time point-of-use
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PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Three Months EndedMarch 31,2011


2010Net sales:Supply Technologies

$
123,226


$
94,238Aluminum Products


39,041



36,588Manufactured Products


79,361



60,875$
241,628


$
191,701Income before income taxes:Supply Technologies

$
8,633


$
4,484Aluminum Products


3,314



1,936Manufactured Products


8,546



4,93320,493



11,353Corporate costs


(4,223
)


(2,983
)Interest expense


(5,863
)


(5,436
)$
10,407


$
2,934   March 31,


December 31,2011


2010Identifiable assets were as follows:Supply Technologies

$
234,397


$
217,915Aluminum Products


68,901



66,219Manufactured Products


201,909



188,017General corporate


69,754



80,381$
574,961


$
552,532   NOTE C 
    Inventories
    March 31,


December 31,2011


2010Finished goods

$
118,551


$
116,202Work in process


23,256



24,339Raw materials and supplies


58,900



52,001$
200,707


$
192,542   NOTE D 
    Shareholders Equity
   8




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PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE E 
    Net Income Per Common Share
    Three Months EndedMarch 31,2011


2010NUMERATORNet income

$
8,729


$
2,066DENOMINATORDenominator for basic earnings per share  weighted
    average shares


11,460



11,108Effect of dilutive securities:Employee stock options


527



539Denominator for diluted earnings per share  weighted
    average shares and assumed conversions


11,987



11,647Amounts per common share:Basic

$
.76


$
.19Diluted

$
.73


$
.18       NOTE F 
    Stock-Based Compensation
   9




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PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE G 
    Pension Plans and Other Postretirement Benefits
    Three Months EndedMarch 31,PostretirementPension Benefits


Benefits2011


2010


2011


2010Service costs

$
109


$
81


$
12


$
9Interest costs


596



643



228



248Expected return on plan assets


(2,229
)


(1,984
)


-0-



-0-Transition obligation


(10
)


(10
)


-0-



-0-Amortization of prior service cost


11



15



(24
)


(24
)Recognized net actuarial loss


-0-



82



129



107Benefit (income) costs

$
(1,523
)

$
(1,173
)

$
345


$
340     NOTE H 
    Comprehensive Income
    Three Months EndedMarch 31,2011


2010Net income

$
8,729


$
2,066Foreign currency translation


2,620



(2,027
)Pension and post retirement benefit adjustments, net of tax


106



195Total comprehensive income

$
11,455


$
234     March 31,


December 31,2011


2010Foreign currency translation adjustment

$
8,859


$
6,239Pension and postretirement benefit adjustments, net of tax


(3,695
)


(3,801
)$
5,164


$
2,438    10




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PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE I 
    Accrued Warranty Costs
    2011


2010Balance at January 1

$
4,046


$
2,760Claims paid during the quarter


(127
)


(246
)Additional warranties issued during the quarter


149



73Balance at March 31

$
4,068


$
2,587   NOTE J 
    Income Taxes
      NOTE K 
    Fair Value Measurements
    Level 1
  Level 2
  Level 3
    NOTE L 
    Financing Arrangements
   11




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PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      March 31,


December 31,2011


20108.375% senior subordinated notes due 2014

$
183,835


$
183,835Revolving credit


81,400



90,200Term loan A


25,200



25,900Term loan B


3,700



8,400Other


6,350



7,878300,485



316,213Less current maturities


7,792



13,756Total

$
292,693


$
302,457     NOTE M 
    Accounts Receivable
    NOTE N 
    Acquisition
     12




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PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    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


990Total purchase price

$
10,306       Three Months EndedMarch 31, 2010Pro forma revenues

$
212,754Pro forma net income

$
2,125Earnings per share:Basic

$
.19Diluted

$
.18  13




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REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM             Ernst &
    Young LLP
    14




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Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations    Executive
    Overview
  tm tm tm just-in-time point-of-use sub-assemblers
         15




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Critical
    Accounting Policies
  Form 10-K. Form 10-Q.
  Results
    of Operations
  Three
    Months 2011 versus Three Months 2010
  Net
    Sales by Segment:
  Three MonthsEndedMarch 31,





Percent2011


2010


Change


Change(Dollars in millions)Supply Technologies

$
123.2


$
94.2


$
29.0



31
%Aluminum Products


39.0



36.6



2.4



7
%Manufactured Products


79.4



60.9



18.5



30
%Consolidated Net Sales

$
241.6


$
191.7


$
49.9



26
%     Cost of Products Sold & Gross Profit:
  Three MonthsEndedMarch 31,





Percent2011


2010


Change


Change(Dollars in millions)Consolidated cost of products sold

$
199.7


$
162.4


$
37.3



23
%Consolidated gross profit

$
41.9


$
29.3


$
12.6



43
%Gross margin


17.3
%


15.3
%    16




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Selling,
    General & Administrative (SG&A)
    Expenses:
  Three Months EndedMarch 31,





Percent2011


2010


Change


Change(Dollars in millions)Consolidated SG&A expenses

$
25.7


$
21.0


$
4.7



22
%SG&A percent


10.6
%


11.0
%     Interest
    Expense:
  Three MonthsEndedMarch 31,




Percent2011


2010


Change

Change(Dollars in millions)Interest expense

$
5.9


$
5.4


$  .5


9
%Average outstanding borrowings

$
308.7


$
331.0


$(22.3)


(7
)%Average borrowing rate


7.64
%


6.52
%

112 basis points     Income
    Tax:
    Liquidity
    and Sources of Capital
     17




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Seasonality;
    Variability of Operating Results
   18




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Forward-Looking
    Statements
  Form 10-Q Form 10-K
  Review By
    Independent Registered Public Accounting Firm
    Item 3.
    Quantitative
    and Qualitative Disclosure About Market Risk     19




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Item 4.
    Controls
    and Procedures  Rules 13a-15(e)
     20




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PART II



OTHER
    INFORMATION Item 1.
    Legal
    Proceedings             21




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Item 1A.
    Risk
    Factors  Form 10-K
  Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Total NumberTotal





of Shares


Maximum Number ofNumber


Average


Purchased as


Shares That May Yet Beof Shares


Price Paid


Part of Publicly


Purchased Under thePeriod

Purchased


Per Share


Announced Plans(1)


Plans or ProgramJanuary 1  January 31, 2011


-0-


$
-0-



-0-



340,920February 1  February 28, 2011


-0-



-0-



-0-



340,920March 1  March 31, 2011


11,658
(2)


19.19



-0-



340,92011,658


$
19.19



-0-



340,920     (1)
    
    In 2006, the Company announced a share repurchase program
    whereby the Company may repurchase up to 1.0 million shares
    of its common stock. During the first quarter of 2011, no shares
    were purchased as part of this program.(2)
    
    Consist of shares of common stock the Company acquired from
    recipients of restricted stock awards at the time of vesting of
    such awards in order to settle recipient withholding tax
    liabilities.  Item 6.
    Exhibits    10


2009 Director Supplemental Defined Contribution Plan of
    Park-Ohio Holdings Corp.15


Letter re: unaudited interim financial information31
.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


Certification requirement under Section 906 of the
    Sarbanes-Oxley Act of 2002  22




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SIGNATURE        By
    /s/  Jeffrey
    L. Rutherford   Title:
    Vice President and Chief Financial Officer    23




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EXHIBIT INDEX
    QUARTERLY REPORT ON
    FORM 10-Q
    PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES
    FOR THE QUARTER ENDED MARCH 31, 2011  10


2009 Director Supplemental Defined Contribution Plan of
    Park-Ohio Holdings Corp.15


Letter re: unaudited interim financial information31
.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


Certification requirement under Section 906 of the
    Sarbanes-Oxley Act of 2002  24