Park-Ohio Holdings Corp. 11-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended
December 31, 2006 |
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or |
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TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to |
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Commission file number 0-3134 |
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A.
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Full title of the plan and the address of the plan, if
different from that of the issuer named below: |
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INDIVIDUAL ACCOUNT RETIREMENT PLAN OF PARK-OHIO
INDUSTRIES, INC. AND ITS SUBSIDIARIES |
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B.
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Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office: |
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PARK-OHIO HOLDINGS CORP.
23000 EUCLID AVENUE
CLEVELAND, OHIO 44117
Page 1
INDEX
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PAGE (S) |
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Report
of Independent Registered Public Accounting Firm
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F-1 |
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FINANCIAL STATEMENTS |
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Statements of Net Assets Available for Benefits.
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F-2 |
Statement of Changes in Net Assets Available for Benefits.
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F-3 |
Notes to Financial Statements.
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F-4F-9 |
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SUPPLEMENTAL SCHEDULE |
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Schedule H, Line 4iSchedule of Assets (Held at End of Year).
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F-10 |
EXHIBITS
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Exhibit |
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Number |
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Description |
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23.1
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Consent of Independent Auditors |
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*
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Other supplemental schedules required by Section 2520.103-10
of the Department of Labor Rules and Regulations for
Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974 have been omitted because they
are not applicable |
Page 2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrator of the Plan has duly caused this annual report to be signed on
its
behalf by the undersigned hereunto duly authorized.
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Individual Account
Retirement Plan of
Park-Ohio Industries, Inc.
and Its Subsidiaries
Date: June 27, 2006
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By |
/s/ Richard P. Elliott
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Richard P. Elliott |
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Vice President and Chief
Financial Officer |
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Page 3
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 Individual
Account Retirement Plan of Park-Ohio Industries, Inc. and its Subsidiaries as of December 31, 2006
and 2005, and the related statements of changes in net assets available for benefits for the year
ended December 31, 2006. These financial statements are the responsibility of the Plans
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 Plans 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 Plans 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, 2006 and 2005, and the
changes in its net assets available for benefits for the year ended December 31, 2006, 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, 2006, 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 Labors Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plans management. The supplemental
schedule has been subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, are fairly stated in all material respects in relation to the
financial statements taken as a whole.
June 27, 2007
F-1
Individual Account Retirement Plan of Park-Ohio
Industries, Inc. and its Subsidiaries
Statements of Net Assets Available for Benefits
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December 31 |
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2006 |
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2005 |
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Assets |
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Investments, at fair value |
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$ |
75,079,473 |
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$ |
68,995,882 |
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Receivables: |
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Employer contribution |
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127,753 |
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149,494 |
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Employee contribution |
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299,606 |
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263,719 |
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Interest receivable |
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6,822 |
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5,253 |
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Total receivables |
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434,181 |
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418,466 |
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Net assets available for benefits |
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$ |
75,513,654 |
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$ |
69,414,348 |
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See notes to financial statements.
F-2
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, 2006
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Additions |
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Investment income: |
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Dividends and interest |
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$ |
5,212,327 |
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Contributions: |
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Participants |
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4,108,013 |
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Employer |
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1,375,443 |
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Rollovers |
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1,073,611 |
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6,557,067 |
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Net appreciation in fair value of investments |
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1,660,381 |
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Total additions |
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13,429,775 |
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Deductions |
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Distributions to participants |
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7,156,284 |
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Corrective distributions |
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108,590 |
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Trustee fees and expenses |
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65,595 |
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Total deductions |
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7,330,469 |
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Net increase |
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6,099,306 |
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Net assets available for benefits: |
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Beginning of year |
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69,414,348 |
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End of year |
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75,513,654 |
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See notes to financial statements.
F-3
Individual Account Retirement Plan of Park-Ohio
Industries, Inc. and its Subsidiaries
Notes to Financial Statements
December 31, 2006 and 2005, and
Year Ended December 31, 2006
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.
F-4
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) effective
January 1, 1985, 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).
Effective March 10, 2003, trustee and recordkeeper responsibilities
for the Plan were transferred
from KeyBank National Association to The Charles Schwab Trust Company (trustee) and Schwab
Retirement Plan Services, Inc. (recordkeeper).
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 participants 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 participants
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 Companys
Plan Administrative Committee.
F-5
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 100% of their compensation on a pre-tax basis. Excluding catch-up contributions for eligible
participants, contributions by employees may not exceed $15,000, the Internal Revenue Service
maximum contribution for 2006. Employee contributions are fully vested and nonforfeitable at all
times.
The Plan provides for 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 participants investment
allocation designation.
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 participants eligible account or $50,000. Loan repayments are
made via payroll deductions on after-tax dollars, which commence thirty to sixty days after receipt
and acceptance of the loan check. Terms of the participant loan are five years for a personal loan
and fifteen years for a mortgage loan, with interest payable at prime plus one percent.
F-6
Individual Account Retirement Plan of Park-Ohio
Industries, Inc. and its Subsidiaries
Notes to Financial Statements (continued)
5. Investments
Investments that represent 5% or more of fair value of the Plans net
assets are as follows:
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December 31 |
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2006 |
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2005 |
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Victory Value Fund |
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$ |
13,426,130 |
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$ |
12,295,855 |
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Schwab Value Advantage Fund |
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12,566,638 |
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12,319,542 |
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Growth Fund of America |
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9,823,205 |
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9,361,649 |
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Oakmark Equity Income |
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8,692,257 |
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8,167,499 |
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Templeton World Fund |
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5,315,365 |
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4,705,052 |
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JP Morgan Core Bond Fund |
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4,966,236 |
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4,739,673 |
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Neuberger Berman Genesis Advantage Fund |
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2,725,691 |
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3,621,359 |
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During 2006, the Plans investments (including investments purchased
and sold, as well as held
during the year) appreciated (depreciated) in fair value as determined by quoted market prices as
follows:
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Net |
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Appreciation |
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(Depreciation) |
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in Fair Value |
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of Investments |
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Common stock |
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$ |
(19,318 |
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Mutual funds |
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1,679,699 |
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Total |
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$ |
1,660,381 |
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F-7
Individual Account Retirement Plan of Park-Ohio
Industries, Inc. and its Subsidiaries
Notes to Financial Statements (continued)
6. Benefits
A participant is entitled to receive the full value of his 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 participants
share of the Companys contributions determined as follows:
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Vested |
Credited Vesting Service |
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Percentage |
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Less than 3 years |
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0 |
% |
At least 3 years but less than 4 years |
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20 |
% |
At least 4 years but less than 5 years |
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40 |
% |
At least 5 years but less than 6 years |
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60 |
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At least 6 years but less than 7 years |
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80 |
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7 years or more |
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100 |
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The portion of the Companys contributions that are not vested in
such terminated participants will
generally be forfeited and may be used to reduce the Companys future contributions to the Plan.
The total of forfeited contributions by participants was $615,693, and contributions required by
the employer were reduced by this entire amount in 2006.
A participant may withdraw in cash a portion of the participants
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.
F-8
Individual Account Retirement Plan of Park-Ohio
Industries, Inc. and its Subsidiaries
Notes to Financial Statements (continued)
7. Related-Party Transactions
Certain plan investments are mutual funds or common collective trust funds
managed by The Charles
Schwab Trust Company, the Trustee of the Plan. Therefore, these transactions qualify as party in
interest. Fees paid by the Plan for the investment management and trustee services amounted to
$65,595 and $91,117 for the years ended December 31, 2006 and 2005, respectively.
At December 31, 2006 and 2005, the Plan held 396,970 and 379,359
shares of Park-Ohios Stock Fund
with a fair value of $2,913,759 and $3,334,568, respectively.
8. Income Tax Status
The Plan has received a determination letter from the Internal Revenue
Service, dated August 5,
2002, stating that the Plan is qualified under Section 401(a) of the Code, and, therefore, the
related trust is exempt from taxation. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is
being operated in compliance with the applicable requirements of the Code and, therefore, believes
the Plan is qualified and the related trust is tax exempt.
9. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities
are exposed to various
risks such as interest rate, market and credit risks. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible that changes in the values of
investment securities will occur in the near term and that such changes could materially affect
participants account balances and the amounts reported in the statements of net assets available
for benefits.
F-9
Individual Account Retirement Plan of Park-Ohio
Industries, Inc. and its Subsidiaries
EIN #34-6520107 Plan #011
Schedule H, Line 4i Schedule of Assets
(Held at End of Year)
December 31, 2006
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Identity of Issue, Borrower, |
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Current |
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Lessor, or Similar Party |
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Description of Investment |
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Value |
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Common Stock |
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Park-Ohio Holdings Corp.* |
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396,970 shares of Park-Ohio Stock Fund |
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$ |
2,913,759 |
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Mutual Funds |
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Schwab Value Advantage Fund* |
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12,566,638 shares |
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12,566,638 |
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Allegiant Small Cap Value CLI |
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80,072 shares |
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1,494,945 |
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Calamos Growth A |
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50,736 shares |
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2,734,694 |
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Europacific Growth |
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37,526 shares |
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1,722,433 |
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Growth Fund of America |
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302,718 shares |
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9,823,205 |
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Jensen |
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33,953 shares |
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914,344 |
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Lord Abbett Mid Cap Value A |
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94,763 shares |
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2,122,694 |
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Oakmark Equity Income |
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335,868 shares |
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8,692,257 |
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JP Morgan Core Bond Fund |
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469,843 shares |
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4,966,236 |
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Schwab
S&P 500 Investor Shares* |
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73,870 shares |
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1,613,323 |
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Neuberger Berman Genesis Advantage Fund |
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97,416 shares |
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2,725,691 |
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Templeton World Fund |
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273,706 shares |
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5,315,365 |
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Victory Value Fund |
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920,228 shares |
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13,426,130 |
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Washington Mutual R3 |
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32,090 shares |
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1,113,538 |
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Schwab Common/Collective Trusts |
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Schwab Managed Retirement 2010* |
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4,642 shares |
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69,630 |
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Schwab Managed Retirement 2020* |
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44,480 shares |
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741,487 |
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Schwab Managed Retirement 2030* |
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23,888 shares |
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431,169 |
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Schwab Managed Retirement 2040* |
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26,443 shares |
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489,725 |
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Schwab Managed Retirement Inc.* |
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267 shares |
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2,976 |
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Other |
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Participant loans* |
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Interest rates ranging from 5.00% to 10.50% with maturities of varying dates |
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1,199,234 |
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$ |
75,079,473 |
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* |
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Indicates party in interest to the Plan. |
F-10