##### Table of Contents





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
    June 30,
    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 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
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    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 
    June 30, 2010 and December 31, 2009


3Condensed consolidated statements of
    operations  Three and six months ended June 30,
    2010 and 2009


4Condensed consolidated statement of
    shareholders equity  Six months ended
    June 30, 2010


5Condensed consolidated statements of cash
    flows  Six months ended June 30, 2010 and
    2009


6Notes to unaudited condensed consolidated
    financial statements  June 30, 2010


7Report of independent registered public
    accounting firm


13Item 2.

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


14Item 3.

Quantitative and Qualitative Disclosure About
    Market Risk


20Item 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-15EX-31.1EX-31.2EX-32   2




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##### Table of Contents



PART I.
    Financial Information ITEM 1.
    Financial
    Statements  PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  CONDENSED
    CONSOLIDATED BALANCE SHEETS
  (Unaudited)June 30,


December 31,2010


2009(Dollars in thousands)ASSETSCurrent AssetsCash and cash equivalents

$
27,866


$
23,098Accounts receivable, less allowances for doubtful accounts of
    $4,182 at June 30, 2010 and $8,388 at December 31, 2009


119,878



104,643Inventories


169,115



182,116Deferred tax assets


8,104



8,104Unbilled contract revenue


15,263



19,411Other current assets


10,171



12,700Total Current Assets


350,397



350,072Property, Plant and Equipment


246,763



245,240Less accumulated depreciation


176,534



168,60970,229



76,631Other AssetsGoodwill


3,738



4,155Other


79,657



71,410$
504,021


$
502,268LIABILITIES AND SHAREHOLDERS EQUITYCurrent LiabilitiesTrade accounts payable

$
83,692


$
75,083Accrued expenses


46,895



39,150Current portion of long-term debt


11,882



10,894Current portion of other postretirement benefits


2,197



2,197Total Current Liabilities


144,666



127,324Long-Term Liabilities, less current portion8.375% Senior Subordinated Notes due 2014


183,835



183,835Revolving credit and term loan facility


117,300



134,600Other long-term debt


4,562



4,668Deferred tax liability


7,200



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


23,562



21,831336,459



352,134Shareholders EquityCapital stock, par value $1 a share:Serial Preferred Stock


-0-



-0-Common Stock


13,284



13,274Additional paid-in capital


67,153



66,323Retained deficit


(28,749
)


(34,230
)Treasury stock, at cost


(18,209
)


(17,443
)Accumulated other comprehensive (loss)


(10,583
)


(5,114
)22,896



22,810$
504,021


$
502,268   Note:
    The balance sheet at December 31, 2009 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 OPERATIONS (UNAUDITED)
  Three Months Ended


Six Months EndedJune 30,


June 30,2010


2009


2010


2009(Amounts in thousands, except per share data)Net sales

$
198,303


$
163,405


$
390,004


$
344,655Cost of products sold


165,005



134,077



327,368



291,464Gross profit


33,298



29,328



62,636



53,191Selling, general and administrative expenses


22,337



22,214



43,305



44,836Operating income


10,961



7,114



19,331



8,355Gain on purchase of 8.375% senior subordinated notes


-0-



(3,096
)


-0-



(3,096
)Interest expense


6,167



6,128



11,603



12,099Income (loss) before income taxes


4,794



4,082



7,728



(648
)Income taxes


1,379



810



2,247



1,542Net income (loss)

$
3,415


$
3,272


$
5,481


$
(2,190
)Amounts per common share:Basic

$
.30


$
.30


$
.49


$
(.20
)Diluted

$
.29


$
.29


$
.47


$
(.20
)Common shares used in the computation:Basic


11,475



11,008



11,229



10,890Diluted


11,956



11,282



11,747



10,890    4




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##### Table of Contents



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








OtherCommon


Paid-In


Retained


Treasury


ComprehensiveStock


Capital


Deficit


Stock


Income (Loss)


Total(Dollars in thousands)Balance at January 1, 2010

$
13,274


$
66,323


$
(34,230
)

$
(17,443
)

$
(5,114
)

$
22,810Comprehensive income:Net income










5,481











5,481Foreign currency translation adjustment


















(5,859
)


(5,859
)Pension and post retirement benefit adjustments, net of tax


















390



390Comprehensive income






















12Amortization of restricted stock






680















680Restricted share units exchanged for restricted stock


13



(13
)














-0-Restricted stock awards


5



(5
)














-0-Restricted stock cancelled


(8
)


8















-0-Purchase of treasury stock (65,293 shares)














(766
)






(766
)Share-based compensation






160















160Balance at June 30, 2010

$
13,284


$
67,153


$
(28,749
)

$
(18,209
)

$
(10,583
)

$
22,896    5




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##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
  Six Months EndedJune 30,2010


2009(Dollars in thousands)OPERATING ACTIVITIESNet income (loss)

$
5,481


$
(2,190
)Adjustments to reconcile net income (loss) to net cash provided
    (used) by operating activities:Depreciation and amortization


8,437



9,660Share-based compensation expense


840



1,204Gain on purchase of 8.375% senior subordinated notes


-0-



(3,096
)Changes in operating assets and liabilities:Accounts receivable


(15,235
)


42,071Inventories and other current assets


19,678



30,138Accounts payable and accrued expenses


16,354



(76,704
)Other


(9,121
)


(3,000
)Net Cash Provided (Used) by Operating Activities


26,434



(1,917
)INVESTING ACTIVITIESPurchases of property, plant and equipment, net


(636
)


(3,295
)Purchases of marketable securities


-0-



(62
)Sales of marketable securities


-0-



865Net Cash (Used) by Investing Activities


(636
)


(2,492
)FINANCING ACTIVITIES(Payments on) proceeds from debt, net


(16,417
)


1,588Debt issue costs


(3,847
)


-0-Purchase of treasury stock


(766
)


-0-Purchase of 8.375% senior subordinated notes


-0-



(3,029
)Exercise of stock options


-0-



688Net Cash (Used) by Financing Activities


(21,030
)


(753
)Increase (Decrease) in Cash and Cash Equivalents


4,768



(5,162
)Cash and Cash Equivalents at Beginning of Period


23,098



17,825Cash and Cash Equivalents at End of Period

$
27,866


$
12,663Taxes paid

$
945


$
3,743Interest paid


11,268



11,500    6




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##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIESNOTES TO UNAUDITED CONDENSED CONSOLIDATED
    FINANCIAL STATEMENTS 
    June 30, 2010
    (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
    Three Months Ended


Six Months EndedJune 30,


June 30,2010


2009


2010


2009Net sales:Supply Technologies

$
97,185


$
77,444


$
191,423


$
160,415Aluminum products


37,572



21,635



74,160



43,993Manufactured products


63,546



64,326



124,421



140,247$
198,303


$
163,405


$
390,004


$
344,655Income (loss) before income taxes:Supply Technologies

$
5,311


$
2,885


$
9,795


$
3,431Aluminum products


2,299



(1,794
)


4,235



(5,456
)Manufactured products


7,597



9,373



12,529



17,08515,207



10,464



26,559



15,060Corporate costs


(4,246
)


(254
)


(7,228
)


(3,609
)Interest expense


(6,167
)


(6,128
)


(11,603
)


(12,099
)Income (loss) before income taxes

$
4,794


$
4,082


$
7,728


$
(648
)   7




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##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  June 30,


December 31,2010


2009Identifiable assets were as follows:Supply Technologies

$
212,538


$
207,729Aluminum products


77,198



76,443Manufactured products


168,631



178,715General corporate


45,654



39,381$
504,021


$
502,268   NOTE C 
    Recent
    Accounting Pronouncements  ASC 810-10,
  NOTE D 
    Inventories    June 30,


December 31,2010


2009Finished goods

$
96,223


$
100,309Work in process


24,584



26,778Raw materials and supplies


48,308



55,029$
169,115


$
182,116   NOTE E 
    Shareholders
    Equity   8




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##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE F 
    Net
    Income Per Common Share    Three Months Ended


Six Months EndedJune 30,


June 30,2010


2009


2010


2009NUMERATORNet income (loss)

$
3,415


$
3,272


$
5,481


$
(2,190
)DENOMINATORDenominator for basic earnings per share  weighted
    average shares


11,475



11,008



11,229



10,890Effect of dilutive securities:Employee stock options


481



274



518



-0-Denominator for diluted earnings per share  weighted
    average shares and assumed conversions


11,956



11,282



11,747



10,890Amounts per common share:Basic

$
.30


$
.30


$
.49


$
(.20
)Diluted

$
.29


$
.29


$
.47


$
(.20
)         NOTE G 
    Stock-Based
    Compensation   9




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##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE H 
    Pension
    Plans and Other Postretirement Benefits    Pension Benefits


Postretirement BenefitsThree Months


Six Months


Three Months


Six MonthsEnded June 30,


Ended June 30,


Ended June 30,


Ended June 30,2010


2009


2010


2009


2010


2009


2010


2009Service costs

$
81


$
123


$
162


$
246


$
9


$
24


$
18


$
48Interest costs


643



694



1,286



1,388



248



296



496



592Expected return on plan assets


(1,984
)


(1,758
)


(3,968
)


(3,517
)


-0-



-0-



-0-



-0-Transition obligation


(10
)


(10
)


(20
)


(20
)


-0-



-0-



-0-



-0-Amortization of prior service cost


15



32



30



64



(24
)


-0-



(48
)


-0-Recognized net actuarial loss


82



231



164



462



107



119



214



238Benefit (income) costs

$
(1,173
)

$
(688
)

$
(2,346
)

$
(1,377
)

$
340


$
439


$
680


$
878     NOTE I 
    Comprehensive
    Income    Three Months Ended


Six Months EndedJune 30,


June 30,2010


2009


2010


2009Net income (loss)

$
3,415


$
3,272


$
5,481


$
(2,190
)Foreign currency translation


(3,832
)


3,525



(5,859
)


(352
)Unrealized loss on marketable securities, net of tax


-0-



-0-



-0-



413Pension and post retirement benefit adjustments, net of tax


195



371



390



709Total comprehensive income (loss)

$
(222
)

$
7,168


$
12


$
(1,420
)     June 30,


December 31,2010


2009Foreign currency translation adjustment

$
1,091


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


(11,674
)


(12,064
)$
(10,583
)

$
(5,114
)  10




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##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE J 
    Accrued
    Warranty Costs    2010


2009Balance at January 1

$
2,760


$
5,402Claims paid during the year


(541
)


(786
)Additional warranties issued during the first six months


907



740Balance at June 30

$
3,126


$
5,356   NOTE K 
    Income
    Taxes          NOTE L 
    Fair
    Value Measurements    Level 1
  Level 2
  Level 3
    NOTE M 
    Financing
    Arrangement   11




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##### Table of Contents



PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      June 30,


December 31,2010


20098.375% senior subordinated notes due 2014

$
183,835


$
183,835Revolving credit


86,800



101,200Term loan A


27,300



28,000Term loan B


10,800



12,000Other


8,844



8,962317,579



333,997Less current maturities


11,882



10,894Total

$
305,697


$
323,103   NOTE N 
    Accounts
    Receivable   12




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM             
    13




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##### Table of Contents



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
      Critical
    Accounting Policies
  Form 10-K. Form 10-Q.
 14




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##### Table of Contents



Results
    of Operations
  Six
    Months 2010 versus Six Months 2009
  Net
    Sales by Segment:
  Six MonthsEndedJune 30,





Percent2010


2009


Change


Change(Dollars in millions)Supply Technologies

$
191.4


$
160.4


$
31.0



19
%Aluminum Products


74.2



44.0



30.2



69
%Manufactured Products


124.4



140.3



(15.9
)


(11
)%Consolidated Net Sales

$
390.0


$
344.7


$
45.3



13
%   heavy-duty
  Cost
    of Products Sold & Gross Profit:
  Six MonthsEndedJune 30,





Percent2010


2009


Change


Change(Dollars in millions)Consolidated cost of products sold

$
327.4


$
291.5


$
35.9



12
%Consolidated gross profit

$
62.6


$
53.2


$
9.4



18
%Gross Margin


16.1
%


15.4
%       Selling,
    General & Administrative (SG&A)
    Expenses:
  Six MonthsEndedJune 30,



Percent2010

2009

Change

Change(Dollars in millions)Consolidated SG&A expenses

$
43.3


$
44.8


$
(1.5
)


(3
)%SG&A percent


11.1
%


13.0
%    15




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##### Table of Contents



Gain
    on Purchase of 8.375% Senior Subordinated
    Notes:
    Interest
    Expense:
  Six MonthsEndedJune 30,





Percent2010


2009


Change


Change(Dollars in millions)Interest expense

$
11.6


$
12.1


$
(.5
)

(4)%Average outstanding borrowings

$
328.3


$
379.2


$
(50.9
)

(13)%Average borrowing rate


7.07
%


6.38
%


69


basis points     Income
    Tax:
    Results
    of Operations
  Second
    Quarter 2010 versus Second Quarter 2009
  Net
    Sales by Segment:
  Three MonthsEndedJune 30,





Percent2010


2009


Change


Change(Dollars in millions)Supply Technologies

$
97.2


$
77.4


$
19.8



26
%Aluminum Products


37.6



21.7



15.9



73
%Manufactured Products


63.5



64.3



(.8
)


(1
)%Consolidated Net Sales

$
198.3


$
163.4


$
34.9



21
%    16




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##### Table of Contents



Cost
    of Products Sold & Gross Profit:
  Three MonthsEndedJune 30,





Percent2010


2009


Change


Change(Dollars in millions)Consolidated cost of products sold

$
165.0


$
134.1


$
30.9



23
%Consolidated gross profit

$
33.3


$
29.3


$
4.0



14
%Gross Margin


16.8
%


17.9
%       SG&A
    Expenses:
  Three MonthsEndedJune 30,



Percent2010

2009

Change

Change(Dollars in millions)Consolidated SG&A expenses

$
22.3


$
22.2


$
(.1
)


(0
)%SG&A percent


11.2
%


13.6
%     Gain
    on Purchase of 8.375% Senior Subordinated
    Notes:
    Interest
    Expense:
  Three MonthsEndedJune 30,





Percent2010


2009


Change


Change(Dollars in millions)Interest expense

$
6.2


$
6.1


$
.1


2%Average outstanding borrowings

$
325.9


$
376.9


$
(51.0
)

(14)%Average borrowing rate


7.57
%


6.50
%


107


basis points    17




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##### Table of Contents



Income
    Tax:
    Liquidity
    and Sources of Capital
          and/or
   18




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##### Table of Contents



Seasonality;
    Variability of Operating Results
      Forward-Looking
    Statements
  Form 10-Q
 19




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##### Table of Contents



Review By
    Independent Registered Public Accounting Firm
    Item 3.
    Quantitative
    and Qualitative Disclosure About Market Risk        Item 4.
    Controls
    and Procedures  Rules 13a-15(e)
     20




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##### Table of Contents



PART II



OTHER
    INFORMATION Item 1.
    Legal
    Proceedings             21




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##### Table of Contents



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 ProgramApril 1  April 30, 2010


-0-


$
-0-



-0-



340,920May 1  May 31, 2010


558
(2)


13.14



-0-



340,920June 1  June 30, 2010


22,000
(2)


15.67



-0-



340,92022,558


$
15.60



-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 2010, 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    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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##### Table of Contents



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




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##### Table of Contents



EXHIBIT INDEX
    QUARTERLY REPORT ON
    FORM 10-Q
    PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES
    FOR THE QUARTER ENDED JUNE 30, 2010 Exhibit15


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