Park Ohio Industries 10-Q 2010 Q1 Quarterly report

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 1934
	For the quarterly period ended March 31, 2010
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For 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
(State or other jurisdiction of
incorporation or organization)

6065 Parkland Boulevard, Cleveland, Ohio
(Address of principal executive offices) 34-6520107
(I.R.S. Employer
Identification No.)

44124
(Zip Code)

440/947-2000

(Registrant’s telephone number, including area code)

Pursuant to a corporate reorganization effective June 15, 1998,

Park-Ohio Industries, Inc. became a wholly-owned subsidiary of Park-Ohio Holdings Corp.

The registrant meets the conditions set forth in general instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this form in reduced disclosure format.

Indicate by check mark whether the registrant:

(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 o     No þ

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o     No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filero   Accelerated filero Non-accelerated filer þ Smaller reporting Company o

                    (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act).  Yes o     No þ

All of the outstanding capital stock of the registrant is held by Park-Ohio Holdings Corp. As of April 30, 2010, 100 shares of the registrant’s common stock, $1 par value, were outstanding.

The Exhibit Index is located on page 24.

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

INDEX

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements		3
	Consolidated balance sheets — March 31, 2010 and December 31, 2009		3
	Consolidated statements of operations — Three months ended March 31, 2010 and 2009		4
	Consolidated statement of shareholder’s equity — Three months ended March 31, 2010		5
	Consolidated statements of cash flows — Three months ended March 31, 2010 and 2009		6
	Notes to consolidated financial statements — March 31, 2010		7
	Report of independent registered public accounting firm		16
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
Item 3.	Quantitative and Qualitative Disclosure About Market Risk		20
Item 4.	Controls and Procedures		20
PART II.OTHER INFORMATION
Item 1.	Legal Proceedings		21
Item 1A.	Risk Factors		22
Item 6.	Exhibits		22
SIGNATURE			23
EXHIBIT INDEX			24
EX-31.1
EX-31.2
EX-32

2

PART I. Financial Information

ITEM 1.   Financial Statements

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	(Unaudited)
	March 31,			December 31,
	2010			2009
	(Dollars in thousands)
ASSETS
Current Assets
Cash and cash equivalents	$	26,852		$	21,976
Accounts receivable, less allowances for doubtful accounts of $8,571 at March 31, 2010 and $8,388 at December 31, 2009		120,048			104,643
Inventories		173,290			182,116
Deferred tax assets		8,104			8,104
Unbilled contract revenue		20,570			19,411
Other current assets		3,253			13,783
Total Current Assets		352,117			350,033
Property, Plant and Equipment		245,549			242,505
Less accumulated depreciation		172,482			167,546
		73,067			74,959
Other Assets
Goodwill		3,983			4,155
Other		76,509			70,695
	$	505,676		$	499,842
LIABILITIES AND SHAREHOLDER’S EQUITY
Current Liabilities
Trade accounts payable	$	86,566		$	75,078
Accrued expenses		45,215			39,074
Current portion of long-term debt		10,748			10,894
Current portion of other postretirement benefits		2,197			2,197
Total Current Liabilities		144,726			127,243
Long-Term Liabilities, less current portion
8.375% Senior Subordinated Notes due 2014		183,835			183,835
Revolving credit facility		130,400			134,600
Other long-term debt		4,563			4,668
Deferred tax liability		7,200			7,200
Other postretirement benefits and other long-term liabilities		21,272			21,831
		347,270			352,134
Shareholder’s Equity
Common Stock, par value $1 per share		-0-			-0-
Additional paid-in capital		47,850			55,362
Retained deficit		(27,224	)		(29,783	)
Accumulated other comprehensive (loss)		(6,946	)		(5,114	)
		13,680			20,465
	$	505,676		$	499,842

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.

See notes to consolidated financial statements.

3

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	Three Months Ended
	March 31,
	2010		2009
	(Amounts in thousands)
Net sales	$	191,701	$	181,250
Cost of products sold		162,363		157,388
Gross profit		29,338		23,862
Selling, general and administrative expenses		20,456		21,330
Operating income		8,882		2,532
Interest expense		5,455		6,201
Income (loss) before income taxes		3,427		(3,669	)
Income taxes		868		732
Net income (loss)	$	2,559	$	(4,401	)

See notes to consolidated financial statements.

4

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDER’S EQUITY (UNAUDITED)

									Accumulated
			Additional						Other
	Common		Paid-In			Retained			Comprehensive
	Stock		Capital			Deficit			Income (Loss)			Total
			(Dollars in thousands)
Balance at January 1, 2010	$	-0-	$	55,362		$	(29,783	)	$	(5,114	)	$	20,465
Comprehensive income:
Net income							2,559						2,559
Foreign currency translation adjustment										(2,027	)		(2,027	)
Pension and post retirement benefit adjustments, net of tax										195			195
Comprehensive income													727
Capital contribution from shareholder				(6,762	)								(6,762	)
Distribution of capital to shareholder				(750	)								(750	)
Balance at March 31, 2010	$	-0-	$	47,850		$	(27,224	)	$	(6,946	)	$	13,680

See notes to consolidated financial statements.

5

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Three Months Ended
	March 31,
	2010			2009
	(Dollars in thousands)
OPERATING ACTIVITIES
Net income (loss)	$	2,559		$	(4,401	)
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:
Depreciation and amortization		4,168			5,194
Changes in operating assets and liabilities:
Accounts receivable		(15,405	)		33,042
Inventories and other current assets		18,196			6,278
Accounts payable and accrued expenses		17,628			(42,852	)
Other		(4,922	)		(4,267	)
Net Cash Provided (Used) by Operating Activities		22,224			(7,006	)
INVESTING ACTIVITIES
Purchases of property, plant and equipment, net		(1,580	)		(1,335	)
Net Cash Used by Investing Activities		(1,580	)		(1,335	)
FINANCING ACTIVITIES
(Payments) Proceeds on debt, net		(4,450	)		3,175
Distribution of capital to shareholder		(750	)		(750	)
Debt issue costs		(3,806	)		-0-
Capital contribution from parent		(6,762	)		-0-
Net Cash (Used) Provided by Financing Activities		(15,768	)		2,425
Increase (Decrease) in Cash and Cash Equivalents		4,876			(5,916	)
Cash and Cash Equivalents at Beginning of Period		21,976			17,623
Cash and Cash Equivalents at End of Period	$	26,852		$	11,707
Taxes paid	$	573		$	1,747
Interest paid		1,167			1,541

See notes to consolidated financial statements.

6

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2010

(Dollar amounts in thousands)

NOTE A — Basis of Presentation

The consolidated financial statements include the accounts of Park-Ohio Industries, Inc. and its subsidiaries (the “Company”). All significant intercompany transactions have been eliminated in consolidation. Park-Ohio Industries, Inc. is a wholly-owned subsidiary of Park-Ohio Holdings Corp.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted for interim financial information and with the instructions toForm 10-Q and Article 10 ofRegulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended March 31, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report onForm 10-K for the year ended December 31, 2009.

NOTE B — Segments

The Company operates through three segments: Supply Technologies, Aluminum Products and Manufactured Products. Supply Technologies provides our customers with Total Supply Management^tm services for a broad range of high-volume, specialty production components. Total Supply Management^tm manages the efficiencies of every aspect of supplying production parts and materials to our customers’ manufacturing floor, from strategic planning to program implementation, and includes such services as engineering and design support, part usage and cost analysis, supplier selection, quality assurance, bar coding, product packaging and tracking,just-in-time andpoint-of-use delivery, electronic billing services and ongoing technical support. Aluminum Products manufactures cast aluminum components for automotive, agricultural equipment, construction equipment, heavy-duty truck and marine equipment industries. Aluminum Products also provides value-added services such as design and engineering, machining and assembly. Manufactured Products operates a diverse group of niche manufacturing businesses that design and manufacture a broad range of high quality products engineered for specific customer applications.

Results by business segment were as follows:

	Three Months Ended
	March 31,
	2010			2009
Net sales:
Supply Technologies	$	94,238		$	82,971
Aluminum Products		36,588			22,358
Manufactured Products		60,875			75,921
	$	191,701		$	181,250
Income (loss) before income taxes:
Supply Technologies	$	4,484		$	546
Aluminum Products		1,936			(3,662	)
Manufactured Products		4,933			7,712
		11,353			4,596
Corporate costs		(2,471	)		(2,064	)
Interest expense		(5,455	)		(6,201	)
	$	3,427		$	(3,669	)

7

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

	March 31,		December 31,
	2010		2009
Identifiable assets were as follows:
Supply Technologies	$	213,930	$	207,729
Aluminum Products		75,368		76,443
Manufactured Products		178,698		178,715
General corporate		37,680		36,955
	$	505,676	$	499,842

NOTE C — Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (“FASB”) issued guidance as codified inASC 810-10, “Consolidation of Variable Interest Entities” (previously Statement of Financial Accounting Standards (“SFAS”) No. 167, “Amendments to FASB Interpretation No. 46(R)”). This guidance is intended to improve financial reporting by providing additional guidance to companies involved with variable interest entities (“VIEs”) and by requiring additional disclosures about a company’s involvement with variable interest entities. This guidance is generally effective for annual periods beginning after November 15, 2009 and for interim periods within that first annual reporting period. The adoption of this guidance did not have a material impact on the financial statements of the Company.

NOTE D — Inventories

The components of inventory consist of the following:

	March 31,		December 31,
	2010		2008
Finished goods	$	98,306	$	100,309
Work in process		24,315		26,778
Raw materials and supplies		50,669		55,029
	$	173,290	$	182,116

NOTE E — Pension Plans and Other Postretirement Benefits

The components of net periodic benefit cost recognized during interim periods was as follows:

	Three Months Ended
	March 31,
	Pension Benefits						Postretirement Benefits
	2010			2009			2010			2009
Service costs	$	81		$	123		$	9		$	24
Interest costs		643			694			248			296
Expected 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			119
Benefit (income) costs	$	(1,173	)	$	(688	)	$	340		$	439

8

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

During March of 2009, the Company suspended indefinitely its contribution to its 401(k) defined contribution plan covering substantially all U.S. employees.

NOTE F — Comprehensive Income (Loss)

Total comprehensive income (loss) was as follows:

	Three Months Ended
	March 31,
	2010			2009
Net income (loss)	$	2,559		$	(4,401	)
Foreign currency translation		(2,027	)		(3,877	)
Pension and post retirement benefit adjustments, net of tax		195			371
Total comprehensive income (loss)	$	727		$	(7,907	)

The components of accumulated comprehensive loss at March 31, 2010 and December 31, 2009 are as follows:

	March 31,			December 31,
	2010			2009
Foreign currency translation adjustment	$	4,923		$	6,950
Pension and postretirement benefit adjustments, net of tax		(11,869	)		(12,064	)
	$	(6,946	)	$	(5,114	)

The pension and postretirement benefit liability amounts are net of deferred taxes of $1,179 at March 31, 2010 and December 31, 2009, respectively. No income taxes are provided on foreign currency translation adjustments as foreign earnings are considered permanently invested.

NOTE G — Accrued Warranty Costs

The Company estimates the amount of warranty claims on sold products that may be incurred based on current and historical data. The actual warranty expense could differ from the estimates made by the Company based on product performance. The following table presents the changes in the Company’s product warranty liability:

	2010				2009
Balance at January 1	$	2,760			$	5,402
Claims paid during the quarter		(246	)			(660	)
Additional warranties issued during the quarter		73		��		325
Balance at March 31	$	2,587			$	5,067

NOTE H — Income Taxes

The effective income tax rate in the first three months of 2010 and 2009 was 25.3% and (20.0%), respectively.

There have been no material changes to the balance of unrecognized tax benefits reported at December 31, 2009.

NOTE I — Fair Value Measurements

The Company measures financial assets and liabilities at fair value in three levels of inputs. The three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies, is:

Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets.

9

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

The fair value of the 8.375% Subordinated Notes due 2014 is estimated based on a third party’s bid price. The fair value approximated $173,724 at March 31, 2010 and $144,310 at December 31, 2009. The Company had other investments having Level 2 inputs totaling $7,725.

NOTE J — Financing Arrangement

The Company is a party to a credit and security agreement dated November 5, 2003, as amended (“Credit Agreement”), with a group of banks, under which it may borrow or issue standby letters of credit or commercial letters of credit. On March 8, 2010, the Credit Agreement was amended and restated to, among other things, extend its maturity date to June 30, 2013 and reduce the loan commitment from $270,000 to $210,000, which includes a term loan A for $28,000 that is secured by real estate and machinery and equipment and an unsecured term loan B for $12,000. Amounts borrowed under the revolving credit facility may be borrowed at either (i) LIBOR plus 3% to 4% or (ii) the bank’s prime lending rate plus 1%, at the Company’s election. The LIBOR-based interest rate is dependent on the Company’s debt service coverage ratio, as defined in the Credit Agreement. Under the Credit Agreement, a detailed borrowing base formula provides borrowing availability to the Company based on percentages of eligible accounts receivable and inventory. Interest on the term loan A is at either (i) LIBOR plus 4% to 5% or (ii) the bank’s prime lending rate plus 2%, at the Company’s election. Interest on the term loan B is at either (i) LIBOR plus 6% to 7% or (ii) the bank’s prime lending rate plus 4.5%, at the Company’s election. The term loan A is amortized based on a ten-year schedule with the balance due at maturity. The term loan B is amortized over a two-year period, plus 50% of debt service coverage excess capped at $3,500. In connection with the Amendment to the Credit Agreement, the Company received a contribution of the capital stock of LLRM Acquisition Corp.; a wholly-owned subsidiary of Park-Ohio Holdings Corp. There was no payment of cash by the Company associated with this transaction.

Long-term debt consists of the following:

	March 31,		December 31,
	2010		2009
8.375% senior subordinated notes due 2014	$	183,835	$	183,835
Revolving credit		97,000		101,200
Term loan A		28,000		28,000
Term loan B		12,000		12,000
Other		8,711		8,962
		329,546		333,997
Less current maturities		10,748		10,894
Total	$	318,798	$	323,103

NOTE K — Accounts Receivable

During the first three months of 2010 and 2009, the Company sold approximately $6,756 and $5,176, respectively, of accounts receivable to mitigate accounts receivable concentration risk and to provide additional financing capacity and recorded a loss in the amount of $21 and $28, respectively in the Consolidated Statements of Operations. These losses represented implicit interest on the transactions.

10

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

NOTE L — Supplemental Guarantor Information

Each of the material domestic direct and indirect wholly-owned subsidiaries of the Company (the “Guarantor Subsidiaries”) has fully and unconditionally guaranteed, on a joint and several basis, to pay principal, premium, and interest with respect to the Company’s 8.375% Senior Subordinated Notes due 2014. Each of the Guarantor Subsidiaries is “100% owned” as defined by Rule 3-10(h)(1) of Regulation S-X.

The following supplemental consolidating condensed financial statements present consolidating condensed balance sheets as of March 31, 2010 and December 31, 2009, consolidating condensed statements of operations for the three months ended March 31, 2010 and 2009, consolidating condensed statements of cash flows for the three months ended March 31, 2010 and 2009 and reclassification and elimination entries necessary to consolidate the Parent and all of its subsidiaries. The “Parent” reflected in the accompanying supplemental guarantor information is Park-Ohio Industries, Inc.

11

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

March 31, 2010

				Combined		Combined
				Guarantor		Non-Guarantor			Reclassifications/
	Parent			Subsidiaries		Subsidiaries			Eliminations			Consolidated
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	(1,931	)	$	1,454	$	25,476		$	1,853		$	26,852
Accounts receivable, net		(1,300	)		89,493		31,855			-0-			120,048
Inventories		-0-			141,482		31,808			-0-			173,290
Other current assets		8,562			21,044		9,593			(15,376	)		23,823
Deferred tax assets		-0-			-0-		-0-			8,104			8,104
Total Current Assets		5,331			253,473		98,732			(5,419	)		352,117
Investment in subsidiaries		320,474			26,153		(25,136	)		(321,491	)		-0-
Inter-company advances		369,491			297,895		25,057			(692,443	)		-0-
Property, Plant and Equipment, net		2,466			71,868		4,778			(6,045	)		73,067
Other Assets:
Goodwill		-0-			1,346		2,637			-0-			3,983
Other		30,226			39,532		15,624			(8,873	)		76,509
Total Other Assets		30,226			40,878		18,261			(8,873	)		80,492
Total Assets	$	727,988		$	690,267	$	121,692		$	(1,034,271	)	$	505,676
LIABILITIES AND SHAREHOLDER’S EQUITY
Current Liabilities:
Trade accounts payable	$	2,274		$	65,850	$	14,664		$	3,778		$	86,566
Accrued expenses		6,685			25,815		12,666			49			45,215
Current portion of long-term liabilities		6,600			265		3,779			2,301			12,945
Total Current Liabilities		15,559			91,930		31,109			6,128			144,726
Long-Term Liabilities, less current portion
8.375% Senior Subordinated Notes due 2014		210,000			-0-		-0-			(26,165	)		183,835
Revolving credit maturing on June 30, 2013		130,400			-0-		-0-			-0-			130,400
Other long-term debt		-0-			4,049		2			512			4,563
Deferred tax liability		6,007			-0-		1,229			(36	)		7,200
Other postretirement benefits and other long-term liabilities		2,565			52,209		292			(33,794	)		21,272
Total Long-Term Liabilities		348,972			56,258		1,523			(59,483	)		347,270
Inter-company advances		369,407			279,794		41,930			(691,131	)		-0-
Shareholder’s Equity		(5,950	)		262,285		47,130			(289,785	)		13,680
Total Liabilities and Shareholder’s Equity	$	727,988		$	690,267	$	121,692		$	(1,034,271	)	$	505,676

12

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		Combined
				Guarantor		Non-Guarantor			Reclassifications/
	Parent			Subsidiaries		Subsidiaries			Eliminations			Consolidated
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	(2,876	)	$	1,613	$	21,839		$	1,400		$	21,976
Accounts receivable, net		(1,300	)		84,669		24,477			(3,203	)		104,643
Inventories		-0-			148,658		33,458			-0-			182,116
Other current assets		8,769			18,365		9,878			(3,818	)		33,194
Deferred tax assets		-0-			-0-		-0-			8,104			8,104
Total Current Assets		4,593			253,305		89,652			2,483			350,033
Investment 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	)		74,959
Other Assets:
Goodwill		-0-			1,346		2,809			-0-			4,155
Other		25,864			38,660		14,528			(8,357	)		70,695
Total Other Assets		25,864			40,006		17,337			(8,357	)		74,850
Total Assets	$	726,406		$	682,530	$	113,301		$	(1,022,395	)	$	499,842
LIABILITIES AND SHAREHOLDER’S EQUITY
Current Liabilities:
Trade accounts payable	$	3,360		$	55,920	$	14,375		$	1,423		$	75,078
Accrued expenses		1,581			25,889		11,604			-0-			39,074
Current portion of long-term liabilities		6,600			102		2,163			4,226			13,091
Total Current Liabilities		11,541			81,911		28,142			5,649			127,243
Long-Term Liabilities, less current portion
8.375% Senior Subordinated Notes due 2014		210,000			-0-		-0-			(26,165	)		183,835
Revolving credit maturing on June 30, 2013		134,600			-0-		-0-			-0-			134,600
Other long-term debt		-0-			4,409		1,623			(1,364	)		4,668
Deferred tax liability		6,007			-0-		1,193			-0-			7,200
Other postretirement benefits and other long-term liabilities		2,710			52,637		314			(33,830	)		21,831
Total Long-Term Liabilities		353,317			57,046		3,130			(61,359	)		352,134
Inter-company advances		361,789			286,093		37,505			(685,387	)		-0-
Shareholder’s Equity		(241	)		257,480		44,524			(281,298	)		20,465
Total Liabilities and Shareholder’s Equity	$	726,406		$	682,530	$	113,301		$	(1,022,395	)	$	499,842

13

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF OPERATIONS

For the Three Months Ended March 31, 2010

				Combined		Combined
				Guarantor		Non-Guarantor
	Parent			Subsidiaries		Subsidiaries		Eliminations			Consolidated
	(In thousands)
Net sales	$	-0-		$	157,944	$	33,757	$	-0-		$	191,701
Cost of sales		-0-			136,661		25,702		-0-			162,363
Gross profit		-0-			21,283		8,055		-0-			29,338
Operating expenses:
Selling, general and administrative expenses		(7,914	)		13,529		4,540		10,301			20,456
Operating income		7,914			7,754		3,515		(10,301	)		8,882
Interest expense		5,566			231		322		(664	)		5,455
Income before income taxes		2,348			7,523		3,193		(9,637	)		3,427
Income taxes		740			39		89		-0-			868
Net income (loss)	$	1,608		$	7,484	$	3,104	$	(9,637	)	$	2,559

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF OPERATIONS

For the Three Months Ended March 31, 2009

				Combined		Combined
				Guarantor		Non-Guarantor
	Parent			Subsidiaries		Subsidiaries		Eliminations			Consolidated
	(In thousands)
Net sales	$	-0-		$	152,763	$	28,487	$	-0-		$	181,250
Cost of sales		-0-			135,774		21,614		-0-			157,388
Gross profit		-0-			16,989		6,873		-0-			23,862
Operating expenses:
Selling, general and administrative expenses		(1,041	)		15,325		4,560		2,486			21,330
Operating income		1,041			1,664		2,313		(2,486	)		2,532
Interest expense		5,963			214		227		(203	)		6,201
Income (loss) before income taxes		(4,922	)		1,450		2,086		(2,283	)		(3,669	)
Income taxes		(288	)		24		996		-0-			732
Net income (loss)	$	(4,634	)	$	1,426	$	1,090	$	(2,283	)	$	(4,401	)

14

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 Three Months Ended March 31, 2010

				Combined			Combined
				Guarantor			Non-Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations		Consolidated
	(In thousands)
Net cash provided (used) by operations	$	16,942		$	7,133		$	(1,851	)	$	-0-	$	22,224
Cash flows from investing activities:
Purchases of property, plant and equipment, net		(26	)		(7,047	)		5,493			-0-		(1,580	)
Net cash provided (used) in investing activities		(26	)		(7,047	)		5,493			-0-		(1,580	)
Cash flows from financing activities:
(Payments) Proceeds on debt		(4,200	)		(245	)		(5	)		-0-		(4,450	)
Distribution of capital to shareholder		(750	)		-0-			-0-			-0-		(750	)
Capital contributions from parent		(6,762	)		-0-			-0-			-0-		(6,762	)
Debt issue costs		(3,806	)		-0-			-0-			-0-		(3,806	)
Net cash provided (used) by financing activities		(15,518	)		(245	)		(5	)		-0-		(15,768	)
Increase in cash and cash equivalents		1,398			(159	)		3,637			-0-		4,876
Cash and cash equivalents at beginning of period		(1,476	)		1,613			21,839			-0-		21,976
Cash and cash equivalents at end of period	$	(78	)	$	1,454		$	25,476		$	-0-	$	26,852

PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Three Months Ended March 31, 2009

				Combined			Combined
				Guarantor			Non-Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations		Consolidated
	(In thousands)
Net cash provided (used) by operations	$	(7,684	)	$	(3,365	)	$	4,043		$	-0-	$	(7,006	)
Cash flows from investing activities:
Purchases of property, plant and equipment, net		226			(1,773	)		212			-0-		(1,335	)
Net cash provided (used) in investing activities		226			(1,773	)		212			-0-		(1,335	)
Cash flows from financing activities:
Distribution of capital to shareholder		(750	)		-0-			-0-			-0-		(750	)
Proceeds from bank arrangements		9,300			-0-			-0-			-0-		9,300
Principal payments on revolving credit and long term debt		-0-			(106	)		(6,019	)		-0-		(6,125	)
Net cash provided (used) by financing activities		8,550			(106	)		(6,019	)		-0-		2,425
Increase (decrease) in cash and cash equivalents		1,092			(5,244	)		(1,764	)		-0-		(5,916	)
Cash and cash equivalents at beginning of period		6,780			339			10,504			-0-		17,623
Cash and cash equivalents at end of period	$	7,872		$	(4,905	)	$	8,740		$	-0-	$	11,707

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholder

Park-Ohio Industries, Inc.

We have reviewed the accompanying consolidated balance sheet of Park-Ohio Industries, Inc. and subsidiaries as of March 31, 2010, and the related consolidated statements of operations and cash flows for the three-month periods ended March 31, 2010 and 2009 and the consolidated statement of shareholder’s equity for the three-month period ended March 31, 2010. These financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based upon our review, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Park-Ohio Industries, Inc. and subsidiaries as of December 31, 2009 and the related consolidated statements of operations, shareholder’s equity, and cash flows for the year then ended, not presented herein; and in our report dated March 15, 2010, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2009, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/  Ernst & Young LLP

Cleveland, Ohio

May 10, 2010

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Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our consolidated financial statements include the accounts of Park-Ohio Industries, Inc. and its subsidiaries. All significant intercompany transactions have been eliminated in consolidation. Park-Ohio Industries, Inc. is a wholly-owned subsidiary of Park-Ohio Holdings Corp.

Executive Overview

We are an industrial Total Supply Management^tm and diversified manufacturing business, operating in three segments: Supply Technologies, Aluminum Products and Manufactured Products. Our Supply Technologies business provides our customers with Total Supply Management^tm, a proactive solutions approach that manages the efficiencies of every aspect of supplying production parts and materials to our customers’ manufacturing floor, from strategic planning to program implementation. Total Supply Management^tm includes such services as engineering and design support, part usage and cost analysis, supplier selection, quality assurance, bar coding, product packaging and tracking,just-in-time andpoint-of-use delivery, electronic billing services and ongoing technical support. The principal customers of Supply Technologies are in the heavy-duty truck, automotive and vehicle parts, electrical distribution and controls, consumer electronics, power sports/fitness equipment, HVAC, agricultural and construction equipment, semiconductor equipment, plumbing, aerospace and defense, and appliance industries. Aluminum Products casts and machines aluminum engine, transmission, brake, suspension and other components such as pump housings, clutch retainers/pistons, control arms, knuckles, master cylinders, pinion housings, brake calipers, oil pans and flywheel spacers for automotive, agricultural equipment, construction equipment, heavy-duty truck and marine equipment original equipment manufacturers (“OEMs”), primarily on a sole-source basis. Aluminum Products also provides value-added services such as design and engineering and assembly. Manufactured Products operates a diverse group of niche manufacturing businesses that design and manufacture a broad range of highly-engineered products including induction heating and melting systems, pipe threading systems, industrial oven systems, injection molded rubber components, and forged and machined products. Manufactured Products also produces and provides services and spare parts for the equipment it manufactures. The principal customers of Manufactured Products are OEMs,sub-assemblers and end users in the ferrous and non-ferrous metals, silicon, coatings, forging, foundry, heavy-duty truck, construction equipment, automotive, oil and gas, rail and locomotive manufacturing and aerospace and defense industries. Sales, earnings and other relevant financial data for these three segments are provided in Note B to the consolidated financial statements.

On March 8, 2010, we amended our revolving credit facility to, among other things, extend its maturity to June, 2013 and reduce the loan commitment from $270.0 million to $210.0 million, which amount includes the borrowing under a term loan A for $28.0 million, that is secured by real estate and machinery and equipment, and an unsecured term loan B for $12.0 million. See Note J to the Consolidated Financial Statements.

During the fourth quarter of 2009, the Company recorded $7.0 million of asset impairment charges associated with general weakness in the economy including the railroad industry. The charges were composed of $1.8 million of inventory impairment in Cost of Products Sold and $5.2 million for impairment of property and equipment.

Critical Accounting Policies

Our critical accounting policies are described in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and in the notes to our Consolidated Financial Statements for the year ended December 31, 2009 contained in our 2009 Annual Report onForm 10-K. Any new accounting policies or updates to existing accounting policies as a result of new accounting pronouncements have been discussed in the notes to our Consolidated Financial Statements in this Quarterly Report onForm 10-Q. The application of our critical accounting policies may require management to make judgments and estimates about the amounts reflected in the Consolidated Financial Statements. Management uses historical experience and all available information to make these estimates and judgments, and different amounts could be reported using different assumptions and estimates.

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Results of Operations

Three Months 2010 versus Three Months 2009

Net Sales by Segment:

	Three Months
	Ended
	March 31,							Percent
	2010		2009		Change			Change
Supply 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	%

Net sales increased $10.4 million to $191.7 million in the first three months of 2010 compared to $181.3 million in the same period in 2009 as the Company experienced volume increases in the Supply Technologies and Aluminum Products segments. Supply Technologies sales increased 13% primarily due to volume increases in the semi-conductor, power sports, HVAC, agricultural and construction equipment industries offset primarily by declines in the heavy duty truck, lawn and garden and automotive industries. Aluminum Products sales increased 63% as volumes increased to customers in the auto industry along with additional sales from new contracts. Manufactured Products sales decreased 20% primarily due to the declining business environment in the capital equipment and forged and machine business units offset by volume increases in the rubber products business unit.

Cost of Products Sold & Gross Profit:

	Three Months
	Ended
	March 31,								Percent
	2010			2009			Change		Change
Consolidated 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	%

Cost of products sold increased $5.0 million to $162.4 million in the first three months of 2010 compared to $157.4 million in the same period in 2009, while gross margin increased to 15.3% in the first three months of 2010 compared to 13.1% in the same period in 2009.

Supply Technologies and Aluminum Products gross margin increased resulting from volume increases. Gross margin in the Manufactured Products segment decreased primarily from reduced sales volume.

Selling, General & Administrative (SG&A) Expenses:

	Three Months Ended
	March 31,									Percent
	2010			2009			Change			Change
Consolidated SG&A expenses	$	20.5		$	21.3		$	(.8	)		(4	)%
SG&A percent		10.7	%		11.7	%

Consolidated SG&A expenses decreased 4% in the first three months of 2010 compared to the same period in 2009, representing a 100 basis point decrease in SG&A expenses as a percent of sales. SG&A expenses decreased in the first three months of 2010 compared to the same period in 2009 primarily due to a reduction in salaries and benefits and by an increase in pension income.

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Interest Expense:

	Three Months
	Ended
	March 31,							Percent
	2010			2009			Change	Change
Interest expense	$	5.5		$	6.2		$(.7)		(11	)%
Average outstanding borrowings	$	379.2		$	381.1		$(1.9)		(1	)%
Average borrowing rate		5.80	%		6.50	%	(70) basis points

Interest expense decreased $.7 million in the first three months of 2010 compared to the same period of 2009, primarily due to a lower average borrowing rate during the first three months of 2010. Average borrowings in the first three months of 2010 were slightly lower when compared to the same period in 2009. The lower average borrowing rate in the first three months of 2010 was due primarily to decreased interest rates under our revolving credit facility compared to the same period in 2009.

Income Tax:

The provision for income taxes was $.9 million in the first three months of 2010, a 25% effective income tax rate, compared to income taxes of $.7 million provided in the corresponding period of 2009, a (20)% effective income tax rate. We estimate that the effective tax rate for full-year 2010 will be approximately 23%.

Seasonality; Variability of Operating Results

Our results of operations are typically stronger in the first six months than the last six months of each calendar year due to scheduled plant maintenance in the third quarter to coincide with customer plant shutdowns and due to holidays in the fourth quarter.

The timing of orders placed by our customers has varied with, among other factors, orders for customers’ finished goods, customer production schedules, competitive conditions and general economic conditions. The variability of the level and timing of orders has, from time to time, resulted in significant periodic and quarterly fluctuations in the operations of our business units. Such variability is particularly evident at the capital equipment businesses, included in the Manufactured Products segment, which typically ship a few large systems per year.

Forward-Looking Statements

ThisForm 10-Q contains certain statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. The words “believes”, “anticipates”, “plans”, “expects”, “intends”, “estimates” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These factors include, but are not limited to the following: our substantial indebtedness; continuation of the current negative global economic environment; general business conditions and competitive factors, including pricing pressures and product innovation; demand for our products and services; raw material availability and pricing; component part availability and pricing; changes in our relationships with customers and suppliers; the financial condition of our customers, including the impact of any bankruptcies; our ability to successfully integrate recent and future acquisitions into existing operations; changes in general domestic economic conditions such as inflation rates, interest rates, tax rates, unemployment rates, higher labor and healthcare costs, recessions and changing government policies, laws and regulations, including the uncertainties related to the current global financial crisis; adverse impacts to us, our suppliers and customers from acts of terrorism or hostilities; our ability to meet various covenants, including financial covenants, contained in the agreements governing our indebtedness; disruptions, uncertainties or volatility in the credit markets that may limit our access to capital; increasingly stringent domestic and foreign governmental regulations, including those affecting the environment; inherent uncertainties involved in assessing our potential liability for environmental remediation-related activities; the outcome of pending and future litigation and other claims; our dependence on the automotive and heavy-duty truck industries, which are highly

19

cyclical; the dependence of the automotive industry on consumer spending, which could be lower due to the effects of the current financial crisis; our ability to negotiate contracts with labor unions; dependence on key management; dependence on information systems; and the other factors we describe under the “Item 1A. Risk Factors” included in the Company’s annual report onForm 10-K for the year ended December 31, 2009. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. In light of these and other uncertainties, the inclusion of a forward-looking statement herein should not be regarded as a representation by us that our plans and objectives will be achieved.

Review By Independent Registered Public Accounting Firm

The consolidated financial statements at March 31, 2010, and for the three-month periods ended March 31, 2010 and 2009, have been reviewed, prior to filing, by Ernst & Young LLP, our independent registered public accounting firm, and their report is included herein.

Item 3.   Quantitative and Qualitative Disclosure About Market Risk

We are exposed to market risk including changes in interest rates. We are subject to interest rate risk on borrowings under our floating rate revolving credit agreement, which consisted of borrowings of $137.0 million at March 31, 2010. A 100 basis point increase in the interest rate would have resulted in an increase in interest expense of approximately $.3 million during the three-month period ended March 31, 2010.

Our foreign subsidiaries generally conduct business in local currencies. During the first quarter of 2010, we recorded an unfavorable foreign currency translation adjustment of $2.0 million related to net assets located outside the United States. This foreign currency translation adjustment resulted primarily from the strengthening of the U.S. dollar. Our foreign operations are also subject to other customary risks of operating in a global environment, such as unstable political situations, the effect of local laws and taxes, tariff increases and regulations and requirements for export licenses, the potential imposition of trade or foreign exchange restrictions and transportation delays.

The Company periodically enters into forward contracts on foreign currencies, primarily the euro and the British Pound Sterling, purely for the purpose of hedging exposure to changes in the value of accounts receivable in those currencies against the U.S. dollar. The Company currently uses no other derivative instruments. At March 31, 2010, there were no such currency hedge contracts outstanding.

Item 4.   Controls and Procedures

Under the supervision of and with the participation of our management, including our chief executive officer and chief financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined inRules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this quarterly report.

Based on that evaluation, our chief executive officer and chief financial officer have concluded that, as of the end of the period covered by this quarterly report, our disclosure controls and procedures were effective.

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PART II

OTHER INFORMATION

Item 1.   Legal Proceedings

We are subject to various pending and threatened lawsuits in which claims for monetary damages are asserted in the ordinary course of business. While any litigation involves an element of uncertainty, in the opinion of management, liabilities, if any, arising from currently pending or threatened litigation are not expected to have a material adverse effect on our financial condition, liquidity or results of operations.

At March 31, 2010, we were a co-defendant in approximately 290 cases asserting claims on behalf of approximately 1,200 plaintiffs alleging personal injury as a result of exposure to asbestos. These asbestos cases generally relate to production and sale of asbestos-containing products and allege various theories of liability, including negligence, gross negligence and strict liability and seek compensatory and, in some cases, punitive damages.

In every asbestos case in which we are named as a party, the complaints are filed against multiple named defendants. In substantially all of the asbestos cases, the plaintiffs either claim damages in excess of a specified amount, typically a minimum amount sufficient to establish jurisdiction of the court in which the case was filed (jurisdictional minimums generally range from $25,000 to $75,000), or do not specify the monetary damages sought. To the extent that any specific amount of damages is sought, the amount applies to claims against all named defendants.

There are only five asbestos cases, involving 25 plaintiffs, that plead specified damages. In each of the five cases, the plaintiff is seeking compensatory and punitive damages based on a variety of potentially alternative causes of action. In three cases, the plaintiff has alleged compensatory damages in the amount of $3.0 million for four separate causes of action and $1.0 million for another cause of action and punitive damages in the amount of $10.0 million. In the fourth case, the plaintiff has alleged against each named defendant, compensatory and punitive damages, each in the amount of $10.0 million for seven separate causes of action. In the fifth case, the plaintiff has alleged compensatory damages in the amount of $20.0 million for three separate causes of action and $5.0 million for another cause of action and punitive damages in the amount of $20.0 million.

Historically, we have been dismissed from asbestos cases on the basis that the plaintiff incorrectly sued one of our subsidiaries or because the plaintiff failed to identify any asbestos-containing product manufactured or sold by us or our subsidiaries. We intend to vigorously defend these asbestos cases, and believe we will continue to be successful in being dismissed from such cases. However, it is not possible to predict the ultimate outcome of asbestos-related lawsuits, claims and proceedings due to the unpredictable nature of personal injury litigation. Despite this uncertainty, and although our results of operations and cash flows for a particular period could be adversely affected by asbestos-related lawsuits, claims and proceedings, management believes that the ultimate resolution of these matters will not have a material adverse effect on our financial condition, liquidity or results of operations. Among the factors management considered in reaching this conclusion were: (a) our historical success in being dismissed from these types of lawsuits on the bases mentioned above; (b) many cases have been improperly filed against one of our subsidiaries; (c) in many cases, the plaintiffs have been unable to establish any causal relationship to us or our products or premises; (d) in many cases, the plaintiffs have been unable to demonstrate that they have suffered any identifiable injury or compensable loss at all, that any injuries that they have incurred did in fact result from alleged exposure to asbestos; and (e) the complaints assert claims against multiple defendants and, in most cases, the damages alleged are not attributed to individual defendants. Additionally, we do not believe that the amounts claimed in any of the asbestos cases are meaningful indicators of our potential exposure because the amounts claimed typically bear no relation to the extent of the plaintiff’s injury, if any.

Our cost of defending these lawsuits has not been material to date and, based upon available information, our management does not expect its future costs for asbestos-related lawsuits to have a material adverse effect on our results of operations, liquidity or financial position.

21

Item 1A.   Risk Factors

There have been no material changes in the risk factors previously disclosed in the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2009.

Item 6.   Exhibits

The following exhibits are included herein:

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 Bookrunner (filed as Exhibit 4.1 toForm 10-Q of Park-Ohio Holdings Corp. on May 10, 2010, SEC FileNo. 000-03134 and incorporated by reference and made a part hereof)
31	.1	Principal Executive Officer’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31	.2	Principal Financial Officer’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32		Certification requirement under Section 906 of the Sarbanes-Oxley Act of 2002

22

SIGNATURE

Pursuant to the requirements 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.

PARK-OHIO INDUSTRIES, INC.

(Registrant)

By  /s/  Jeffrey L. Rutherford

Name:     Jeffrey L. Rutherford

Title:  Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

Date: May 10, 2010

23

EXHIBIT INDEX
QUARTERLY REPORT ONFORM 10-Q
PARK-OHIO INDUSTRIES, INC. AND SUBSIDIARIES
FOR THE QUARTER ENDED MARCH 31, 2010

Exhibit
	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 Bookrunner (filed as Exhibit 4.1 toForm 10-Q of Park-Ohio Holdings Corp. on May 10, 2010, SEC FileNo. 000-03134 and incorporated by reference and made a part hereof)
	31	.1	Principal Executive Officer’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31	.2	Principal Financial Officer’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32		Certification requirement under Section 906 of the Sarbanes-Oxley Act of 2002

24