8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 30, 2006

Park-Ohio Holdings Corp.

(Exact name of registrant as specified in its charter)

Ohio
(State or other jurisdiction of
incorporation or organization) 000-03134
(Commission File No.) 34-1867219
(I.R.S. Employer
Identification Number)

23000 Euclid Avenue
Cleveland, Ohio 44117
(Address of principal executive offices)

(216) 692-7200
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On October 30, 2006, the Company issued a press release announcing its 2006 3rd quarter results. The press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

      (d) Exhibits

Exhibit
Number	Description
99.1	Park-Ohio Holdings Corp. Press Release, dated October 30, 2006

SIGNATURES

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 Holdings Corp.
	(Registrant)
Date: October 30, 2006	By:
	/s/Richard P. Elliott
	Richard P. Elliott
	Vice President and Chief Financial Officer

Exhibit Index

Exhibit
Number	Description
99.1	Park-Ohio Holdings Corp. Press Release, dated October 30, 2006.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE CONTACT: EDWARD F. CRAWFORD
PARK-OHIO HOLDINGS CORP.
(216) 692-7200

Park-Ohio Growth Continues in Third Quarter 2006

     CLEVELAND, OHIO, October 30, 2006 — Park-Ohio Holdings Corp. (NASDAQ:PKOH) today announced results for its third quarter ended September 30, 2006.

NINE MONTHS RESULTS

     Park-Ohio reported net sales of $785.8 million for the first nine months of 2006, a 14% increase on sales of $691.9 million for the same period of 2005. Park-Ohio reported net income of $13.4 million, or $1.17 per share dilutive, for the first nine months of 2006, which included the impact of federal income tax expense. This compared to $18.9 million, or $1.66 per share dilutive, in the same period of 2005, which benefited from the absence of federal income tax expense. Had federal income taxes been recorded in the first nine months of 2005, Park-Ohio would have reported net income fully taxed^(A) of $13.3 million, or $1.17 per share dilutive.

THIRD QUARTER RESULTS

     Park-Ohio reported net sales of $257.2 million for third quarter 2006, a 10% increase on sales of $234.2 million for third quarter 2005. Park-Ohio reported net income of $3.7 million, or $.33 per share dilutive, for third quarter 2006, which included the impact of federal income tax expense. This compared to net income of $5.2 million, or $.45 per share dilutive, for third quarter 2005, which benefited from the absence of federal income tax expense. Had federal income taxes been recorded in third quarter 2005, Park-Ohio would have reported net income fully taxed^(A) of $3.7 million, or $.33 per share dilutive.

Recent History of Earnings per Share	Nine months ended Sept. 30,				Quarter ended Sept. 30,
	2006		2005		2006		2005
Dilutive EPS, GAAP, as reported	$	1.17	$	1.66	$	0.33	$	0.45
Dilutive EPS, as adjusted with 37% income tax			$	1.17			$	0.33

     Edward F. Crawford, Chairman and Chief Executive Officer, stated, “We continue to be buoyed by strong performance in most of our businesses and end markets. This success is being offset by a challenging automotive environment which impact principally our aluminum and rubber businesses. We expect significant improvements in both businesses, beginning in very late 2006 and 2007. The NABS acquisition will provide little improvement to our 2006 earnings while we integrate their operations into ILS and prepare for a very exciting 2007. We are hopeful that as a result of expected strong fourth quarter performance across many businesses and the recent operational improvements at our rubber business, we will achieve the lower end of our previously announced earnings guidance of $1.65 to $1.75 dilutive EPS.”

     A conference call reviewing Park-Ohio’s third quarter results will be broadcast live over the Internet on Tuesday, October 31, commencing at 10:00 am Eastern Time. Simply log on to http://www.pkoh.com.

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     Park-Ohio is a leading provider of supply chain logistics services and a manufacturer of highly engineered products. Headquartered in Cleveland, Ohio, the Company operates 24 manufacturing sites and 55 supply chain logistics facilities.

     In fourth quarter 2005, the Company reversed $7.3 million of its domestic deferred tax asset valuation allowance, increasing net income. In 2006, the Company began recording a quarterly provision for federal income taxes, which resulted in a total effective income tax rate of approximately 37%. Park-Ohio’s significant net operating loss carry-forward should preclude the payment of cash federal income taxes in 2006 and substantially reduce cash payments in 2007. In fourth quarter 2006, if a portion or all of its remaining deferred tax asset will more likely than not be realized, the Company will reverse into income the appropriate portion of its remaining tax valuation allowance of approximately $5.0 million.

(Note A) Reconciliation to GAAP:	Nine months ended						Quarter ended
(In millions, except EPS)	September 30,						September 30,
	2006			2005			2006			2005
Income before income taxes, GAAP, as reported	$	21.3		$	21.1		$	5.7		$	5.9
2006 income taxes		(7.9	)					(2.0	)
2005 Adjusted income taxes at 2006 year-to-date rate (37%)					(7.8	)					(2.2	)
Net income fully taxed (2006 GAAP, 2005 adjusted)	$	13.4		$	13.3		$	3.7		$	3.7
Number of dilutive shares		11.4			11.4			11.4			11.4
Dilutive EPS (GAAP for 2006, Adjusted for 2005)	$	1.17		$	1.17		$	0.33		$	0.33

     The Company presents fully-taxed net income and EPS to facilitate comparison between periods because the Company began recording a quarterly provision for federal income taxes in 2006.

     This news release contains forward-looking statements, including statements regarding future performance of the Company, that are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected.

     Among the key factors that could cause actual results to differ materially from expectations are: the cyclical nature of the vehicular industry; timing of cost reductions; labor availability and stability; changes in economic and industry conditions; adverse impacts to the Company, its suppliers and customers from acts of terrorism or hostilities; the financial condition of the Company’s customers and suppliers, including the impact of any bankruptcies; the Company’s ability to successfully integrate the operations of acquired companies; the uncertainties of environmental, litigation or corporate contingencies; and changes in regulatory requirements. These and other risks and assumptions are described in the Company’s reports that are available from the United States Securities and Exchange Commission. The Company assumes no obligation to update the information in this release.

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CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)
PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES
(In Thousands, Except per Share Data)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2006		2005		2006		2005
Net sales	$	257,167	$	234,247	$	785,841	$	691,925
Cost of products sold		220,967		198,327		675,039		585,543
Gross profit		36,200		35,920		110,802		106,382
Selling, general and administrative expenses		22,444		22,817		66,372		64,897
Operating income		13,756		13,103		44,430		41,485
Interest expense		8,065		7,200		23,170		20,374
Income before income taxes		5,691		5,903		21,260		21,111
Income taxes		1,955		751		7,866		2,260
Net income	$	3,736	$	5,152	$	13,394	$	18,851
Amounts per common share:
Basic	$	0.34	$	0.47	$	1.22	$	1.73
Diluted	$	0.33	$	0.45	$	1.17	$	1.66
Common shares used in the computation:
Basic		11,007		10,928		10,987		10,896
Diluted		11,451		11,414		11,448		11,385
Other financial data:
EBITDA, as defined	$	18,332	$	17,434	$	59,356	$	54,949

Note A—In 2006, the Company began recording a quarterly provision for federal income taxes, resulting in a total effective income tax rate of approximately 37 percent. The Company’s significant net operating loss carryforwards should preclude the cash payment of federal income taxes in 2006. In the fourth quarter of 2006, if a portion or all of its remaining deferred tax asset will more likely than not be realized, the Company will reverse into income the appropriate portion of its remaining tax valuation allowance of approximately $5.0 million.

Note B—EBITDA, as defined, reflects earnings before interest, income taxes, and excludes depreciation, amortization, certain non-cash charges and corporate-level expenses as defined in the Company’s Revolving Credit Agreement. EBITDA is not a measure of performance under generally accepted accounting principles (“GAAP”) and should not be considered in isolation or as a substitute for net income, cash flows from operating, investing and financing activities and other income or cash flow statement data prepared in accordance with GAAP or as a measure of profitability or liquidity. The Company presents EBITDA because management believes that EBITDA is useful to investors as an indication of the Company’s satisfaction of its Debt Service Ratio covenant in its revolving credit agreement and because EBITDA is a measure used under the Company’s revolving credit facility to determine whether the Company may incur additional debt under such facility. EBITDA as defined herein may not be comparable to other similarly titled measures of other companies. The following table reconciles net income to EBITDA, as defined:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2006		2005		2006		2005
Net income	$	3,736	$	5,152	$	13,394	$	18,851
Add back:
Income taxes		1,955		751		7,866		2,260
Interest expense		8,065		7,200		23,170		20,374
Depreciation and amortization		4,270		3,967		14,097		12,843
Miscellaneous		306		364		829		621
EBITDA, as defined	$	18,332	$	17,434	$	59,356	$	54,949

Note C—On October 18, 2006, the Company acquired 100 percent of the outstanding stock of NABS for $21.0 million in cash. NABS is an international supply chain manager of production components providing services to high technology companies in the computer, electronics and consumer products industries. The acquisition was funded with borrowings under the Company’s revolving credit facility.

CONSOLIDATED CONDENSED BALANCE SHEETS
PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES

	September 30,		December 31,
	2006		2005
	(Unaudited)		(Audited)
	(In Thousands)
ASSETS
Current Assets
Cash and cash equivalents	$	17,114	$	18,696
Accounts receivable, net		184,359		153,502
Inventories		219,926		190,553
Deferred tax assets		8,627		8,627
Other current assets		31,505		21,651
Total Current Assets		461,531		393,029
Property, Plant and Equipment		254,416		244,367
Less accumulated depreciation		143,473		130,557
Total Property Plant and Equipment		110,943		113,810
Other Assets
Goodwill		85,389		82,703
Net assets held for sale		7,010		1,992
Other		68,072		71,320
Total Other Assets		160,471		156,015
Total Assets	$	732,945	$	662,854
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Trade accounts payable	$	136,655	$	115,401
Accrued expenses		75,565		65,416
Current portion of long-term liabilities		4,520		4,161
Total Current Liabilities		216,740		184,978
Long-Term Liabilities, less current portion 8.375% Senior Subordinated Notes due 2014		210,000		210,000
Revolving credit maturing on December 31, 2010		152,700		128,300
Other long-term debt		5,439		6,705
Deferred tax liability		3,176		3,176
Other postretirement benefits and other long-term liabilities		24,598		26,174
Total Long-Term Liabilities		395,913		374,355
Shareholders’ Equity		120,292		103,521
Total Liabilities and Shareholders’ Equity	$	732,945	$	662,854

BUSINESS SEGMENT INFORMATION (UNAUDITED)
PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES
(In Thousands)

	THREE MONTHS ENDED						NINE MONTHS ENDED
	SEPTEMBER 30,						SEPTEMBER 30,
	2006			2005			2006			2005
NET SALES
ILS	$	149,133		$	137,810		$	449,630		$	394,212
Aluminum Products		33,274			36,816			120,889			122,800
Manufactured Products		74,760			59,621			215,322			174,913
	$	257,167		$	234,247		$	785,841		$	691,925
INCOME BEFORE INCOME TAXES
ILS	$	8,796		$	8,200		$	29,449		$	24,675
Aluminum Products		(118	)		1,515			4,318			7,419
Manufactured Products		8,148			5,995			19,942			17,757
		16,826			15,710			53,709			49,851
Corporate and Other Costs		(3,070	)		(2,607	)		(9,279	)		(8,366	)
Interest Expense		(8,065	)		(7,200	)		(23,170	)		(20,374	)
	$	5,691		$	5,903		$	21,260		$	21,111

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