Ernst & Young LLP Suite 1300 925 Euclid Avenue Cleveland, Ohio 44115 Tel: 216 861 5000 www.ey.com

Report of Independent Registered Public Accounting Firm

The Plan Administrative Committee
Individual Account Retirement Plan
  of Park-Ohio Industries, Inc. and
  its Subsidiaries

We have audited the accompanying statements of net assets available for benefits of the Individual Account Retirement Plan of Park-Ohio Industries, Inc. and its Subsidiaries as of December 31, 2008 and 2007, and the related statement of changes in net assets available for benefits for the year ended December 31, 2008. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2008 and 2007, and the changes in its net assets available for benefits for the year ended December 31, 2008, in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2008, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

Cleveland, Ohio		/s/ Ernst & Young LLP
June 26, 2009

Individual Account Retirement Plan of Park-Ohio
Industries, Inc. and its Subsidiaries

Statements of Net Assets Available for Benefits

		December 31
		2008				2007
Assets
Investments, at fair value		$	62,380,907			$	81,779,184
Cash			—				576
Receivables:
Employer contribution			158,892				163,721
Employee contribution			345,790				329,909
Interest receivable			6,852				7,090
Total receivables			511,534				500,720
Net assets available for benefits		$	62,892,441			$	82,280,480

See accompanying notes.

Individual Account Retirement Plan of Park-Ohio
Industries, Inc. and its Subsidiaries

Statement of Changes in Net Assets Available for Benefits

Year Ended December 31, 2008

Additions
Investment income:
Dividends and interest		$	1,978,175
Transfers from other plans			894,455
Contributions:
Participants			4,919,949
Employer			2,082,048
Rollovers			220,090
			7,222,087
Total additions			10,094,717
Deductions
Net depreciation in fair value of investments			22,367,694
Distributions to participants			6,907,889
Corrective distributions			105,668
Trustee fees and expenses			101,505
Total deductions			29,482,756
Net (decrease)			(19,388,039	)
Net assets available for benefits:
Beginning of year			82,280,480
End of year		$	62,892,441

See accompanying notes.

Individual Account Retirement Plan of Park-Ohio
Industries, Inc. and its Subsidiaries

Notes to Financial Statements

December 31, 2008 and 2007 and
Year Ended December 31, 2008

1. Significant Accounting Policies

Basis of Accounting

The accounting records of the Individual Account Retirement Plan of Park-Ohio Industries, Inc. and its Subsidiaries (the Plan) are maintained on the accrual basis.

Investment Value and Income Recognition

All investments are under the control and management of The Charles Schwab Trust Company, Plan Trustee. Purchases of investments are recorded at cost and revalued to market value at the close of each day by the Plan Trustee. All investments of the Plan are participant directed.

Investment income and realized and unrealized gains and losses are reported as net income derived from investment activities and are allocated among the individual accounts in proportion to their respective balances immediately preceding the valuation date.

Realized gains and losses are calculated based upon historical cost of securities using the average cost method.

The investments in common stock are stated at fair value, which equals the quoted market price on the last business day of the plan year. The fair value of the participation units held by the Plan in the mutual funds and common/collective fixed income investments funds are based on quoted redemption values on the last business day of the plan year. The participant loans are valued at their outstanding balances, which approximate fair value. Purchases and sales of securities are recorded on a settlement-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Individual Account Retirement Plan of Park-Ohio
Industries, Inc. and its Subsidiaries

Notes to Financial Statements (continued)

2. Description of Plan

The Plan, adopted by Park-Ohio Industries, Inc. (Company) originally effective January 1, 1985 and last restated on December 19, 2006 is a defined contribution plan. The Plan generally provides that an employee who is in service of a division or group to which the Company has extended eligibility for membership in the Plan (other than a temporary employee or employees covered by a collective bargaining agreement that does not specify coverage under the Plan) will be eligible to participate after completion of the probationary period which generally occurs after 30 days of continuous employment. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

Individual accounts are maintained for all participants. All amounts are credited or charged to an account in terms of full and fractional investment units at the investment unit values determined as of the transaction date. Each participant designates how his share of the contributions is to be allocated among the investment funds of the Plan. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

The Plan provides for contributions to be made to the Plan pursuant to a qualified cash or deferred arrangement under Section 401(k) of the Internal Revenue Code. If a participant elects to have contributions made for the participant pursuant to such an arrangement, the participant’s compensation is reduced by the amount of such contributions elected and the employer makes plan contributions equal to the amount of the reduction.

The Company may terminate the Plan at any time by resolution of its Board of Directors, subject to the provisions of ERISA. In the event of the termination of the Plan, the beneficial interests of all participants under the Plan shall become fully vested.

Information about the Plan is contained in the Plan document, which is available from the Company’s Plan Administrative Committee.

Individual Account Retirement Plan of Park-Ohio
Industries, Inc. and its Subsidiaries

Notes to Financial Statements (continued)

3. Contributions

Contributions by employees to the Plan are made via payroll deductions. Employees may contribute up to 80% of their compensation on a pretax basis. Excluding catch-up contributions for eligible participants, contributions by employees may not exceed $15,500, the Internal Revenue Service maximum contribution for 2008. Employee contributions are fully vested and nonforfeitable at all times.

The Plan provides for discretionary uniform rates of employer contributions for eligible employees, which generally include nonbargaining unit employees of the Company, so that each participant is entitled to basic contributions equal to 2% of credited compensation paid by the employer. The basic contribution is allocated among the investment options based on individual participant’s investment allocation designation. As described in Note 11, during March 2009, the Company suspended indefinitely its contributions to the Plan.

Corrective distributions to participants represent current year contributions and earnings on such deposits that must be returned to employees to ensure Plan compliance with additional limitations in the Internal Revenue Code (the Code) on contributions by highly compensated individuals.

Participants of the Plan can make changes to their account, via the telephone or the internet, through Schwab Retirement Plan Services, Inc. The current provision of the system permits a participant to change investment allocation percentages daily and change payroll deferral percentages on the first day of every month.

4. Participant Loans

A participant may borrow from employee 401(k) contributions and earnings a minimum of $1,000 and a maximum of the lesser of 50% of the participant’s eligible account or $50,000. Loan repayments are made via payroll deductions on after-tax dollars, which commence thirty to sixty days after receipt and acceptance of the loan check. Terms of the participant loan are five years for a personal loan and fifteen years for a mortgage loan, with interest payable at prime plus 1%.

Individual Account Retirement Plan of Park-Ohio
Industries, Inc. and its Subsidiaries

Notes to Financial Statements (continued)

5. Investments

Investments that represent 5% or more of fair value of the Plan’s net assets are as follows:

		December 31
		2008				2007
Victory Value Fund		$	6,485,036			$	11,695,092
Schwab Value Advantage Fund			18,216,054				15,056,412
Growth Fund of America			5,448,466				10,426,852
Oakmark Equity Income			7,638,775				9,734,065
Templeton World Fund			2,948,578				5,283,752
JP Morgan Core Bond Fund			6,678,129				5,580,887
Calamos Growth Fund			1,696,286				4,130,725

During 2008, the Plan’s investments (including investments purchased and sold, as well as held during the year) (depreciated) in fair value as determined by quoted market prices as follows:

		Net
		(Depreciation)
		in Fair Value
		of Investments
Park-Ohio Holdings Corp. Common stock fund		$	(2,455,364	)
Mutual funds			(18,945,000	)
Common/collective trusts			(967,330	)
Total		$	(22,367,694	)

Individual Account Retirement Plan of Park-Ohio
Industries, Inc. and its Subsidiaries

Notes to Financial Statements (continued)

6. Fair Value Measurements

Financial Accounting Standards Board Statement No. 157, Fair Value Measurements (FASB Statement No. 157), establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under FASB Statement No. 157 are described below:

	Level 1		Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
	Level 2		Inputs to the valuation methodology include:

	•		Quoted prices for similar assets or liabilities in active markets;
	•		Quoted prices for identical or similar assets or liabilities in inactive markets;
	•		Inputs other than quoted prices that are observable for the asset or liability;
	•		Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3

Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Individual Account Retirement Plan of Park-Ohio
Industries, Inc. and its Subsidiaries

Notes to Financial Statements (continued)

6. Fair Value Measurements (continued)

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2008 and 2007.

Common stocks: Valued at the closing price reported on the active market on which the individual securities are traded.

Mutual funds and common/collective trusts: Valued at the net asset value (‘NAV”) of shares held by the plan at year end.

Participant loans: Valued at amortized cost, which approximates fair value.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at reporting date.

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2008.

		Level 1				Level 2				Level 3				Total
Mutual funds		$	57,481,644			$	—			$	—			$	57,481,644
Common/collective trusts			—				2,648,843				—				2,648,843
Common stocks			1,063,984				—				—				1,063,984
Participant loans			—				—				1,186,436				1,186,436
Total assets at fair value		$	58,545,628			$	2,648,843			$	1,186,436			$	62,380,907

Individual Account Retirement Plan of Park-Ohio
Industries, Inc. and its Subsidiaries

Notes to Financial Statements (continued)

6. Fair Value Measurements (continued)

The table below sets forth a summary of changes in the fair value of the Plan’s level 3 assets for the year ended December 31, 2008:

		Participant
		Loans
Balance, beginning of year		$	1,224,973
Purchases, sales, issuances and settlements (net)			(38,537	)
Balance, end of year		$	1,186,436

7. Benefits

A participant is entitled to receive the full value of his or her account upon (1) normal retirement at age 65; (2) attainment of at least age 55 and 10 years of service; (3) death, or total and permanent disability as determined by the plan administrator upon the basis of competent medical opinion, or (4) termination of employment after seven years of credited service. Such benefits may be paid in a lump sum cash payment or through the purchase of a single premium annuity contract.

In the event of termination of employment, a participant has a vested right in the participant’s share of the Company’s contributions determined as follows:

		Vested
Credited Vesting Service		Percentage
Less than 3 years			0	%
At least 3 years but less than 4 years			20	%
At least 4 years but less than 5 years			40	%
At least 5 years but less than 6 years			60	%
At least 6 years but less than 7 years			80	%
7 years or more			100	%

Individual Account Retirement Plan of Park-Ohio
Industries, Inc. and its Subsidiaries

Notes to Financial Statements (continued)

7. Benefits (continued)

The portion of the Company’s contributions that are not vested in such terminated participants will generally be forfeited and may be used to reduce the Company’s future contributions to the Plan. The total of forfeited contributions by participants was $120,750, and contributions required by the employer were reduced by this entire amount in 2008.

A participant may withdraw in cash a portion of the participant’s contributions subject to certain limitations and restrictions. The hardship withdrawal may be used to purchase a principal residence, avoid foreclosure on a mortgage, or pay bona fide medical or education expenditures.

8. Related-Party Transactions

Certain plan investments are mutual funds or common collective trust funds managed by the Plan Trustee. Therefore, these transactions qualify as party in interest. Fees paid by the Plan for the investment management and trustee services amounted to $75,411 and $71,635 for the years ended December 31, 2008 and 2007, respectively.

At December 31, 2008 and 2007, the Plan held 352,312 and 281,206 shares of Park-Ohio Holdings Corp. common stock with a fair value of $1,063,984 and $3,166,375, respectively.

9. Income Tax Status

The Plan has received a determination letter from the Internal Revenue Service dated May 11, 2009, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes the Plan, is qualified and the related trust is tax exempt.

Individual Account Retirement Plan of Park-Ohio
Industries, Inc. and its Subsidiaries

Notes to Financial Statements (continued)

10. Risks and Uncertainties

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

11. Subsequent Events

During March 2009, the Company suspended indefinitely its contributions to the Plan.

Individual Account Retirement Plan of Park-Ohio
Industries, Inc. and its Subsidiaries

EIN #34-6520107   Plan #011

Schedule H, Line 4i — Schedule of Assets
(Held at End of Year)

December 31, 2008

Identity of Issue, Borrower,						Current
Lessor, or Similar Party		Description of Investment				Value
Common Stock
Park-Ohio Holdings Corp.*		352,312 shares of Park-Ohio Stock Fund				$	1,063,984
Mutual Funds
Schwab Value Advantage Fund*		18,216,054 shares					18,216,054
Allegiant Small Cap Value CLI		63,299 shares					602,574
Calamos Growth A		58,172 shares					1,696,286
Europacific Growth		44,209 shares					1,218,403
Growth Fund of America		269,726 shares					5,448,466
Jensen		40,481 shares					778,855
Lord Abbett Mid Cap Value A		120,484 shares					1,256,643
Oakmark Equity Income		354,303 shares					7,638,775
JP Morgan Core Bond Fund		625,293 shares					6,678,129
Schwab S&P 500 — Investor Shares*		83,079 shares					1,153,965
Neuberger Berman Genesis Advantage Fund		150,505 shares					2,727,145
Templeton World Fund		274,798 shares					2,948,578
Victory Value Fund		763,844 shares					6,485,036
Washington Mutual R3		29,706 shares					632,735
Schwab Common/Collective Trusts
Schwab Managed Retirement 2010*		18,707 shares					228,600
Schwab Managed Retirement 2020*		65,447 shares					798,448
Schwab Managed Retirement 2030*		68,636 shares					841,479
Schwab Managed Retirement 2040*		61,792 shares					747,067
Schwab Managed Retirement Inc.*		3,292 shares					33,249
Other
Participant loans*		Interest rates ranging from 4.25% to 8.50% with maturities of varying dates					1,186,436
						$	62,380,907