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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,
    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(State or other jurisdiction
    of
    incorporation or organization)

34-1867219(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 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


3Consolidated balance sheets 
    March 31, 2010 and December 31, 2009


3Consolidated statements of operations 
    Three months ended March 31, 2010 and 2009


4Consolidated statement of shareholders
    equity  Three months ended March 31, 2010


5Consolidated statements of cash flows 
    Three months ended March 31, 2010 and 2009


6Notes to consolidated financial
    statements  March 31, 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


18Item 4.

Controls and Procedures


19PART II. OTHER INFORMATIONItem 1.

Legal Proceedings


20Item 1A.

Risk Factors


21Item 2.

Unregistered Sales of Equity Securities and Use
    of Proceeds


21Item 6.

Exhibits


21SIGNATURE


22EXHIBIT INDEX


23EX-4EX-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
  CONSOLIDATED
    BALANCE SHEETS
  (Unaudited)March 31,


December 31,2010


2009(Dollars in thousands)ASSETSCurrent AssetsCash and cash equivalents

$
28,134


$
23,098Accounts receivable, less allowances for doubtful accounts of
    $8,571 at March 31, 2010 and $8,388 at December 31,
    2009


120,048



104,643Inventories


173,290



182,116Deferred tax assets


8,104



8,104Unbilled contract revenue


20,570



19,411Other current assets


10,529



12,700Total Current Assets


360,675



350,072Property, Plant and Equipment


245,857



245,240Less accumulated depreciation


172,482



168,60973,375



76,631Other AssetsGoodwill


3,983



4,155Other


77,224



71,410$
515,257


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

$
86,600


$
75,083Accrued expenses


45,286



39,150Current portion of long-term debt


10,748



10,894Current portion of other postretirement benefits


2,197



2,197Total Current Liabilities


144,831



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


183,835



183,835Revolving credit facility


130,400



134,600Other long-term debt


4,563



4,668Deferred tax liability


7,200



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


21,272



21,831347,270



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


-0-



-0-Common Stock


13,287



13,274Additional paid-in capital


66,772



66,323Retained deficit


(32,164
)


(34,230
)Treasury stock, at cost


(17,793
)


(17,443
)Accumulated other comprehensive (loss)


(6,946
)


(5,114
)23,156



22,810$
515,257


$
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
  CONSOLIDATED
    STATEMENTS OF OPERATIONS (UNAUDITED)
  Three Months EndedMarch 31,2010


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

$
191,701


$
181,250Cost of products sold


162,363



157,388Gross profit


29,338



23,862Selling, general and administrative expenses


20,968



22,621Operating income


8,370



1,241Interest expense


5,436



5,971Income (loss) before income taxes


2,934



(4,730
)Income taxes


868



732Net income (loss)

$
2,066


$
(5,462
)Amounts per common share:Basic

$
.19


$
(.50
)Diluted

$
.18


$
(.50
)Common shares used in the computation:Basic


11,108



10,950Diluted


11,647



10,950    4




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PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  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










2,066











2,066Foreign currency translation adjustment


















(2,027
)


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


















195



195Comprehensive income






















234Amortization of restricted stock






383















383Restricted share units exchanged for restricted stock


13



(13
)














-0-Purchase of treasury stock (36,113 shares)














(350
)






(350
)Share-based compensation






79















79Balance at March 31, 2010

$
13,287


$
66,772


$
(32,164
)

$
(17,793
)

$
(6,946
)

$
23,156    5




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PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS (UNAUDITED)
  Three Months EndedMarch 31,2010


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

$
2,066


$
(5,462
)Adjustments to reconcile net income (loss) to net cash provided
    (used) by operating activities:Depreciation and amortization


4,168



5,229Share-based compensation expense


462



514Changes in operating assets and liabilities:Accounts receivable


(15,405
)


33,042Inventories and other current assets


9,838



7,436Accounts payable and accrued expenses


17,653



(43,330
)Other


(4,923
)


(4,420
)Net Cash Provided (Used) by Operating Activities


13,859



(6,991
)INVESTING ACTIVITIESPurchases of property, plant and equipment, net


(217
)


(1,335
)Purchases of marketable securities


-0-



(62
)Sales of marketable securities


-0-



865Net Cash Used by Investing Activities


(217
)


(532
)FINANCING ACTIVITIES(Payments) Proceeds on debt, net


(4,450
)


3,175Debt issue costs


(3,806
)


-0-Purchase of treasury stock


(350
)


-0-Exercise of stock options


-0-



688Net Cash (Used) Provided by Financing Activities


(8,606
)


3,863Increase (Decrease) in Cash and Cash Equivalents


5,036



(3,660
)Cash and Cash Equivalents at Beginning of Period


23,098



17,825Cash and Cash Equivalents at End of Period

$
28,134


$
14,165Taxes paid

$
573


$
1,747Interest paid


1,167



1,541    6




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PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
  March 31, 2010
 (Dollar amounts in thousands  except per share
    data)
  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 EndedMarch 31,2010


2009Net sales:Supply Technologies

$
94,238


$
82,971Aluminum Products


36,588



22,358Manufactured Products


60,875



75,921$
191,701


$
181,250Income (loss) before income taxes:Supply Technologies

$
4,484


$
546Aluminum Products


1,936



(3,662
)Manufactured Products


4,933



7,71211,353



4,596Corporate costs


(2,983
)


(3,355
)Interest expense


(5,436
)


(5,971
)$
2,934


$
(4,730
)   7




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


December 31,2010


2009Identifiable assets were as follows:Supply Technologies

$
213,930


$
207,729Aluminum Products


75,368



76,443Manufactured Products


178,698



178,715General corporate


47,261



39,381$
515,257


$
502,268   NOTE C 
    Recent
    Accounting Pronouncements  ASC 810-10,
  NOTE D 
    Inventories    March 31,


December 31,2010


2008Finished goods

$
98,306


$
100,309Work in process


24,315



26,778Raw materials and supplies


50,669



55,029$
173,290


$
182,116   NOTE E 
    Shareholders
    Equity   8




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PARK-OHIO
    HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
  NOTE F 
    Net
    Income (Loss) Per Common Share    Three Months EndedMarch 31,2010


2009NUMERATORNet income (loss)

$
2,066


$
(5,462
)DENOMINATORDenominator for basic earnings per share  weighted
    average shares


11,108



10,950Effect of dilutive securities:Employee stock options


539



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


11,647



10,950Amounts per common share:Basic

$
.19


$
(.50
)Diluted

$
.18


$
(.50
)         NOTE G 
    Stock-Based
    Compensation   9




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


Postretirement Benefits2010


2009


2010


2009Service costs

$
81


$
123


$
9


$
24Interest costs


643



694



248



296Expected return on plan assets


(1,984
)


(1,758
)


-0-



-0-Transition obligation


(10
)


(10
)


(24
)


-0-Amortization of prior service cost


15



32



-0-



-0-Recognized net actuarial loss


82



231



107



119Benefit (income) costs

$
(1,173
)

$
(688
)

$
340


$
439     NOTE I 
    Comprehensive
    Income (Loss)    Three Months EndedMarch 31,2010


2009Net income (loss)

$
2,066


$
(5,462
)Foreign currency translation


(2,027
)


(3,877
)Unrealized loss on marketable securities, net of tax


-0-



413Pension and post retirement benefit adjustments, net of tax


195



(169
)Total comprehensive income (loss)

$
234


$
(9,095
)     March 31,


December 31,2010


2009Foreign currency translation adjustment

$
4,923


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


(11,869
)


(12,064
)$
(6,946
)

$
(5,114
)    10




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


2009Balance at January 1

$
2,760


$
5,402Claims paid during the quarter


(246
)


(660
)Additional warranties issued during the quarter


73



325Balance at March 31

$
2,587


$
5,067   NOTE K 
    Income
    Taxes      NOTE L 
    Fair
    Value Measurements    Level 1
  Level 2
  Level 3
    NOTE M 
    Financing
    Arrangement   11




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


December 31,2010


20098.375% senior subordinated notes due 2014

$
183,835


$
183,835Revolving credit


97,000



101,200Term loan A


28,000



28,000Term loan B


12,000



12,000Other


8,711



8,962329,546



333,997Less current maturities


10,748



10,894Total

$
318,798


$
323,103   NOTE N 
    Accounts
    Receivable   12




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REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM             
    13




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




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Results
    of Operations
  Three
    Months 2010 versus Three Months 2009
  Net
    Sales by Segment:
  Three MonthsEndedMarch 31,





Percent2010


2009


Change


ChangeSupply Technologies

$
94.2


$
83.0


$
11.2



13
%Aluminum Products


36.6



22.4



14.2



63
%Manufactured Products


60.9



75.9



(15.0
)


(20
)%Consolidated Net Sales

$
191.7


$
181.3


$
10.4



6
%     Cost
    of Products Sold & Gross Profit:
  Three MonthsEndedMarch 31,





Percent2010


2009


Change


ChangeConsolidated cost of products sold

$
162.4


$
157.4


$
5.0



3
%Consolidated gross profit

$
29.3


$
23.9


$
5.4



23
%Gross margin


15.3
%


13.1
%       Selling,
    General & Administrative (SG&A)
    Expenses:
  Three Months EndedMarch 31,



Percent2010

2009

Change

ChangeConsolidated SG&A expenses

$
21.0


$
22.6


$
(1.6
)


(7
)%SG&A percent


11.0
%


12.5
%    15




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##### Table of Contents



Interest
    Expense:
  Three MonthsEndedMarch 31,



Percent2010

2009

Change

ChangeInterest expense

$
5.4


$
6.0


$
(.6
)

(10)%Average outstanding borrowings

$
379.2


$
381.1


$
(1.9
)

(1)%Average borrowing rate


5.70
%


6.30
%


(60
) basis points     Income
    Tax:
    Liquidity
    and Sources of Capital
          and/or
 16




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Seasonality;
    Variability of Operating Results
     17




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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     18




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Item 4.
    Controls
    and Procedures  Rules 13a-15(e)
   19




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PART II



OTHER
    INFORMATION Item 1.
    Legal
    Proceedings             20




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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, 2010


-0-


$
-0-



-0-



340,920February 1  February 28, 2010


-0-



-0-



-0-



340,920March 1  March 31, 2010


36,113
(2)


9.68



-0-



340,92036,113


$
9.68



-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    4
.1

Third Amended and Restated Credit Agreement, dated March 8,
    2010, among Park-Ohio Industries, Inc., RB&W Corporation of
    Canada, 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, KeyBank 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 Bookrunner15


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  21




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SIGNATURE        By
    /s/  Jeffrey
    L. Rutherford   Title:
    Vice President and Chief Financial Officer 
   22




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EXHIBIT INDEXQUARTERLY REPORT ON
    FORM 10-Q
    PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES
    FOR THE QUARTER ENDED MARCH 31, 2010 Exhibit4
.1

Third Amended and Restated Credit Agreement, dated March 8,
    2010, among Park-Ohio Industries, Inc., RB&W Corporation of
    Canada, 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, KeyBank 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 Bookrunner15


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  23