EXHIBIT 99.2

UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated balance sheet as of June 30, 2010 gives effect to the acquisition of substantially all of the assets of Rome Die Casting LLC (“Rome”) on September 30, 2010 by General Aluminum Mfg. Company (“GAMCO”), a wholly owned subsidiary of Park-Ohio Industries, Inc., a wholly owned subsidiary of Park-Ohio Holdings Corp. (the “Company”), and to the purchase of certain assets and assumption of certain liabilities of the Assembly Component Systems business unit (“ACS”) of Assembly Component Systems, Inc. by Supply Technologies LLC, a wholly owned subsidiary of Park-Ohio Industries, Inc., a wholly owned subsidiary of the Company, effective August 31, 2010, as if such acquisitions had occurred on June 30, 2010. The following unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2009 and the six months ended June 30, 2010 give effect to the purchase of Rome and ACS as if they occurred on January 1, 2009. The Company’s condensed consolidated statement of operations information for the year ended December 31, 2009 was derived from the consolidated statement of operations included in its Annual Report on Form 10-K for the year ended December 31, 2009. The Company’s condensed statement of operations information for the six months ended June 30, 2010 was derived from its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010. Rome’s statement of operations information for the year ended December 31, 2009 was derived from the audited statement of operations included in Exhibit 99.1 to this Current Report on Form 8-K/A. Rome’s statement of operations information for the six months ended June 30, 2010 was derived from the unaudited statement of operations included in Exhibit 99.1 of this Current Report on Form 8-K. ACS’s statement of operations information for the year ended December 31, 2009 was derived from the audited statement of net revenues and direct costs and expenses, and ACS’s statement of operations information for the six months ended June 30, 2010 was derived from the unaudited statement of net revenues and direct costs and expenses, which both were filed as Exhibit 99.1 to the Form 8-K of Park-Ohio Holdings Corp. filed on November 15, 2010.

The unaudited pro forma condensed consolidated statement of operations and condensed consolidated balance sheet contained herein include adjustments having a continuing impact on the consolidated company as a result of using the acquisition method of accounting for the transactions under ASC 805, “Business Combinations.” Under the acquisition method of accounting, the total purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed in connection with the purchase, based on their estimated fair values as of the effective date of the purchase. The preliminary allocation of the purchase price was based upon management’s preliminary valuation of tangible and intangible assets acquired and liabilities assumed and such estimates and assumptions are subject to further adjustments as additional information becomes available and as additional analyses are performed.

The unaudited pro forma condensed consolidated financial information has been prepared by the Company’s management for illustrative purposes only and is not necessarily indicative of the condensed consolidated financial position or the results of operations in future periods or the results that actually would have been realized had the Company, Rome and ACS been consolidated during the specified periods. The pro forma adjustments are based upon assumptions that the Company believes are reasonable. The pro forma adjustments are based upon the information available at the time of the preparation of the unuadited pro forma condensed consolidated financial statements. These statements, including any notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with, the historical consolidated financial statements of the Company included in its Annual Report on Form 10-K for the year ended December 31, 2009 and Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010.

PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(Dollars in thousands, except per share data)

		June 30, 2010
		As								Pro Forma								Pro Forma
		Reported (1)				ACS				Adjustments				Rome				Adjustments				Pro Forma
ASSETS
Current Assets
Cash and cash equivalents		$	27,866			$	0			$	0				0			$	0			$	27,866
Accounts receivable, net			119,878				9,174								1,988								131,040
Inventories			169,115				16,972				(525	)(5)			1,194								186,756
Deferred tax assets			8,104				0																8,104
Unbilled contract revenue			15,263				0																15,263
Other current assets			10,171				51								51								10,273
Total Current Assets			350,397				26,197				(525	)			3,233								379,302
Property, Plant and Equipment			246,763				183								2,053				747	(15)			249,746
Less accumulated depreciation			176,534				81								999				(999	)(15)			176,615
			70,229				102								1,054				1,746	(15)			73,131
Other Assets
Goodwill			3,738																3,981	(19)			7,719
Other			79,657								990	(6)			165				(9,911	)(16)			70,901
			83,395				0				990				165				(5,930	)			78,620
		$	504,021			$	26,299			$	465			$	4,452				($4,184	)		$	531,053
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Trade accounts payable		$	83,692			$	4,702							$	1,825							$	90,219
Accrued expenses			46,895				282								678								47,855
Current portion of long-term debt			11,882				0				1,000	(3)			25,293				(25,293	)(17)			12,882
Current portion of other postretirement benefits			2,197				0								0								2,197
Total Current Liabilities			144,666				4,984				1,000				27,796				(25,293	)			153,153
Long-Term Liabilities, less current portion 8.375% Senior Subordinated Notes due 2014			183,835																				183,835
Revolving credit maturing on April 30, 2014			117,300								16,000	(2)			0								133,300
Other long-term debt			4,562				0				1,160	(4)			0								5,722
Deferred tax liability			7,200								1,375	(8)			0								8,575
Other postretirement benefits and other long-term liabilities			23,562				0								0								23,562
			336,459				0				18,535				0								354,994
Shareholders’ Equity
Capital stock, par value $1 a share:
Serial Preferred Stock			0																				0
Common Stock			13,284																				13,284
Additional paid-in capital			67,153				21,315				(21,315	)(7)			0								67,153
Retained deficit			(28,749	)							2,245	(9)			(23,344	)			23,344	(17)			(28,739	)
																			1,746	(18)
																			(3,981	)(19)
Treasury stock, at cost			(18,209	)																			(18,209	)
Accumulated other comprehensive (loss)			(10,583	)			0																(10,583	)
Shareholders’ Equity (deficit)			22,896				21,315				(19,070	)			(23,344	)			21,109				22,906
		$	504,021			$	26,299			$	465			$	4,452				($4,184	)		$	531,053

See accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.

PARK-OHIO HOLDINGS CORP. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

(In Thousands, Except per Share Data)

		Six Months Ended June 30, 2010
										Pro Forma								Pro Forma
		As Reported (10)				ACS				Adjustments				Rome				Adjustments				Pro Forma
Net sales		$	390,004			$	25,858							$	10,769			$	(2,495	)(21)		$	424,136
Cost of products sold			327,368				19,002								11,769				(2,495	)(21)			355,644
Gross profit (loss)			62,636				6,856								(1,000	)			0				68,492
Selling, general and administrative expenses			43,305				6,062				33	(14)			1,265				0				50,665
Operating income (loss)			19,331				794				(33	)			(2,265	)			0				17,827
											53	(12)							0
Interest expense			11,603				0				115	(13)			993				(993	)(20)			11,771
Income (loss) before income taxes			7,728				794				(201	)			(3,258	)			993				6,056
Income taxes			2,247				0				0				0				0				2,247
Net income (loss)		$	5,481			$	794				($201	)			($3,258	)		$	993			$	3,809
Amounts per common share:
Basic		$	0.49																			$	0.34
Diluted		$	0.47																			$	0.32
Common shares used in the computation
Basic			11,229																				11,229
Diluted			11,747																				11,747

See accompanying Notes to the Unaudited Pro Forma Condensed Financial Statements.

Park-Ohio Holdings Corp. and Subsidiaries
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements
(In Thousands)

     1 .Transactions

           On September 30, 2010, GAMCO entered into a Bill of Sale with Rome, a producer of aluminum high pressure die castings, pursuant to which Rome agreed to transfer to GAMCO substantially all of its assets in exchange for the notes receivable due from Rome.

          The allocation of the purchase price to the fair values of assets acquired and liabilities assumed as if the transaction had occurred on June 30, 2010 is presented below (in thousands). The purchase price allocations and pro forma statements are based on management’s preliminary valuation of the fair value of tangible and intangible assets acquired and liabilities assumed which are based on estimates and assumptions that are subject to change. The preliminary estimated purchase price is allocated as follows:

Accounts receivable		$	1,988
Inventories			1,194
Property, plant and equipment			2,800
Goodwill			3,981
Accounts payable			(1,825	)
Accrued expenses			(678	)
Total purchase price		$	7,460

           Effective August 31, 2010, Supply Technologies LLC, a subsidiary of Park-Ohio Industries, Inc., completed the acquisition of certain assets and assumed specific liabilities relating to ACS for $16,000 in cash and a $2,160 subordinated promissory note payable in equal quarterly installments over three years. ACS is a provider of supply chain management solutions for a broad range of production components through its service centers throughout North America.

          The allocation of the purchase price to the fair values of the assets acquired and liabilities assumed as if the transaction had occurred on June 30, 2010 is presented below (in thousands). The purchase price allocations and pro forma adjustments are based on management’s preliminary valuation of the fair value of tangible and intangible assets acquired and liabilities assumed which are based on estimates and assumptions that are subject to change. The preliminary estimated purchase price is allocated as follows:

Accounts receivable		$	9,174
Inventories			16,447
Prepaid expenses and other current assets			51
Property, plant and equipment			102
Customer relationships			990
Accounts payable			(4,702	)
Accrued expenses			(282	)
Deferred tax liability			(1,375	)
Gain on acquisition			(2,245	)
Total estimated purchase price		$	18,160

     2. Pro Forma Adjustments

          The pro forma adjustments included in the unaudited pro forma condensed consolidated financial statements are as follows: