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 Notes. Each of the Guarantor Subsidiaries is “100% owned,” as defined by Rule 3-10(h)(1) of Regulation S-X.

The guarantee of a Guarantor Subsidiary will automatically terminate, and the obligations of such Guarantor Subsidiary under its guarantee of Notes will be released:

(a) in the event of any sale or other disposition of all or substantially all of the assets or all of the capital stock of any Subsidiary Guarantor, by way of merger, consolidation or otherwise;

(b) upon designation of any Subsidiary Guarantor as an “unrestricted subsidiary” (as defined in the indenture governing the Senior Notes (the “Indenture”);

(d) upon the release of such Subsidiary Guarantor's guarantees under all credit facilities of the Company (other than a release as a result of payment under or a discharge of such guarantee).

The following supplemental condensed consolidating financial statements present condensed consolidating balance sheets as of September 30, 2017 and December 31, 2016, condensed consolidating statements of income and other comprehensive income (loss) for the three and nine months ended September 30, 2017 and 2016, condensed consolidating statements of cash flows for the nine months ended September 30, 2017 and 2016, and reclassification and elimination entries necessary to consolidate the Parent and all of its subsidiaries. The condensed consolidating financial statements present investments in subsidiaries using the equity method of accounting. The “Parent” reflected in the accompanying supplemental guarantor information is the Company, who is also an obligor of the Notes.



	Condensed Consolidating Balance Sheets
	September 30, 2017
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Reclassifications/ Eliminations			Consolidated
	(In millions)
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	—	$	72.6	$	—		$	72.6
Accounts receivable, net	—		150.6		80.8		—			231.4
Inventories, net	—		190.2		78.1		—			268.3
Receivable from affiliates	—		—		17.2		—			17.2
Other current assets	0.6		40.2		29.5		—			70.3
Total current assets	0.6		381.0		278.2		—			659.8
Investments in subsidiaries	546.4		249.4		—		(795.8		)	—
Intercompany advances	300.1		83.0		107.2		(490.3		)	—
Property, plant and equipment, net	6.1		101.5		66.1		—			173.7
Goodwill	—		58.9		33.1		—			92.0
Intangible assets, net	—		61.3		36.2		—			97.5
Other long-term assets	67.1		4.6		7.6		—			79.3
Total assets	$	920.3	$	939.7	$	528.4	$	(1,286.1	)	$	1,102.3

LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Trade accounts payable	$	—	$	122.8	$	46.6	$	—		$	169.4
Payable to affiliates	—		—		7.1		—			7.1
Current portion of long-term and short-term debt	—		6.6		11.5		—			18.1
Accrued expenses and other	13.4		35.0		40.8		—			89.2
Total current liabilities	13.4		164.4		106.0		—			283.8
Long-term liabilities, less current portion:
Debt	442.7		10.6		39.0		—			492.3
Deferred income taxes	—		19.4		9.6		—			29.0
Other long-term liabilities	15.2		1.0		5.1		—			21.3
Total long-term liabilities	457.9		31.0		53.7		—			542.6
Intercompany advances	173.1		226.6		90.6		(490.3		)	—
Total Park-Ohio Industries, Inc. and Subsidiaries shareholder's equity	265.5		517.7		267.7		(785.4		)	265.5
Noncontrolling interests	10.4		—		10.4		(10.4		)	10.4
Total equity	275.9		517.7		278.1		(795.8		)	275.9
Total liabilities and equity	$	920.3	$	939.7	$	528.4	$	(1,286.1	)	$	1,102.3



	Condensed Consolidating Balance Sheets
	December 31, 2016
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Reclassifications/ Eliminations			Consolidated
	(In millions)
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	—	$	54.4	$	—		$	54.4
Accounts receivable, net	—		125.2		69.2		—			194.4
Inventories, net	—		172.9		67.7		—			240.6
Receivable from affiliates	—		—		12.8		—			12.8
Other current assets	0.7		28.3		24.3		—			53.3
Total current assets	0.7		326.4		228.4		—			555.5
Investments in subsidiaries	492.8		213.8		—		(706.6		)	—
Intercompany advances	296.5		78.1		110.5		(485.1		)	—
Property, plant and equipment, net	6.2		98.2		65.2		—			169.6
Goodwill	—		56.8		29.8		—			86.6
Intangible assets, net	—		64.8		31.8		—			96.6
Other long-term assets	62.8		4.5		4.0		—			71.3
Total assets	$	859.0	$	842.6	$	469.7	$	(1,191.7	)	$	979.6

LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Trade accounts payable	$	—	$	100.3	$	33.4	$	—		$	133.7
Payable to affiliates	—		—		7.0		—			7.0
Current portion of long-term and short-term debt	13.2		6.4		11.2		—			30.8
Accrued expenses and other	10.5		36.8		31.3		—			78.6
Total current liabilities	23.7		143.5		82.9		—			250.1
Long-term liabilities, less current portion:
Debt	389.2		12.2		37.6		—			439.0
Deferred income taxes	—		20.4		8.6		—			29.0
Other long-term liabilities	16.1		8.5		5.2		—			29.8
Total long-term liabilities	405.3		41.1		51.4		—			497.8
Intercompany advances	198.3		192.2		94.6		(485.1		)	—
Total Park-Ohio Industries, Inc. and Subsidiaries shareholder's equity	221.7		465.8		230.8		(696.6		)	221.7
Noncontrolling interests	10.0		—		10.0		(10.0		)	10.0
Total equity	231.7		465.8		240.8		(706.6		)	231.7
Total liabilities and shareholder's equity	$	859.0	$	842.6	$	469.7	$	(1,191.7	)	$	979.6



	Consolidating Statements of Income (Loss) and Comprehensive Income (Loss)
	Nine Months Ended September 30, 2017
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(In millions)
Net sales	$	—		$	774.6		$	272.3		$	—		$	1,046.9
Cost of sales	—			660.1			213.8			—			873.9
Gross profit	—			114.5			58.5			—			173.0
Selling, general and administrative expenses	19.5			55.7			33.6			—			108.8
Litigation settlement gain	—			(3.3		)	—			—			(3.3		)
Income (loss) from subsidiaries	75.4			16.1			—			(91.5		)	—
Operating income (loss)	55.9			78.2			24.9			(91.5		)	67.5
Interest expense	21.1			—			2.0			—			23.1
Loss on debt extinguishment	11.0			—			—			—			11.0
Income (loss) before income taxes	23.8			78.2			22.9			(91.5		)	33.4
Income tax expense	—			4.0			5.6			—			9.6
Net income (loss)	23.8			74.2			17.3			(91.5		)	23.8
Net (income) loss attributable to noncontrolling interests	(0.7		)	—			(0.7		)	0.7			(0.7		)
Net income (loss) attributable to Park-Ohio Industries Inc. common shareholder	$	23.1		$	74.2		$	16.6		$	(90.8	)	$	23.1

Other comprehensive income (loss) (see note 12):
Net income (loss)	$	23.8		$	74.2		$	17.3		$	(91.5	)	$	23.8
Foreign currency translation adjustment	18.9			—			18.9			(18.9		)	18.9
Pension and OPEB activity, net of tax adjustments	0.6			0.6			—			(0.6		)	0.6
Comprehensive income (loss), net of tax	43.3			74.8			36.2			(111.0		)	43.3
Comprehensive (income) loss attributable to noncontrolling interest	(0.7		)	—			(0.7		)	0.7			(0.7		)
Comprehensive income (loss) attributable to Park-Ohio Industries Inc. common shareholder	$	42.6		$	74.8		$	35.5		$	(110.3	)	$	42.6



	Consolidating Statements of Income (Loss) and Comprehensive Income (Loss)
	Nine Months Ended September 30, 2016
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(In millions)
Net sales	$	—		$	751.7		$	218.4		$	—		$	970.1
Cost of sales	—			645.8			167.9			—			813.7
Gross profit	—			105.9			50.5			—			156.4
Selling, general and administrative expenses	18.0			54.3			26.7			—			99.0
Asset impairment	—			4.0			—			—			4.0
Income (loss) from subsidiaries	64.2			13.9			—			(78.1		)	—
Operating income (loss)	46.2			61.5			23.8			(78.1		)	53.4
Interest expense	20.2			—			1.1			—			21.3
Income (loss) before income taxes	26.0			61.5			22.7			(78.1		)	32.1
Income tax (benefit) expense	—			(1.3		)	7.4			—			6.1
Net income (loss)	26.0			62.8			15.3			(78.1		)	26.0
Net income attributable to noncontrolling interests	(0.3		)	—			(0.3		)	0.3			(0.3		)
Net income (loss) attributable to Park-Ohio Industries Inc. common shareholder	$	25.7		$	62.8		$	15.0		$	(77.8	)	$	25.7

Other comprehensive income (loss) (see note 12):
Net income (loss)	$	26.0		$	62.8		$	15.3		$	(78.1	)	$	26.0
Foreign currency translation adjustment	(5.3		)	—			(5.3		)	5.3			(5.3		)
Pension and OPEB activity, net of tax adjustments	0.7			0.4			—			(0.4		)	0.7
Comprehensive income (loss), net of tax	21.4			63.2			10.0			(73.2		)	21.4
Comprehensive income attributable to noncontrolling interests	(0.3		)	—			(0.3		)	0.3			(0.3		)
Comprehensive income (loss) attributable to Park-Ohio Industries Inc. common shareholder	$	21.1		$	63.2		$	9.7		$	(72.9	)	$	21.1



	Consolidating Statement of Operations and Comprehensive Income (Loss)
	Three Months Ended September 30, 2017
	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	258.4	$	93.8		$	—		$	352.2
Cost of sales	—			220.6		74.4			—			295.0
Gross profit	—			37.8		19.4			—			57.2
Selling, general and administrative expenses	7.0			18.4		10.8			—			36.2
Income (loss) from subsidiaries	24.6			6.8		—			(31.4		)	—
Operating income (loss)	17.6			26.2		8.6			(31.4		)	21.0
Interest expense	7.2			—		0.6			—			7.8
Loss on extinguishment of debt	—			—		—			—			—
Income (loss) before income taxes	10.4			26.2		8.0			(31.4		)	13.2
Income tax expense	—			1.9		0.9			—			2.8
Net income (loss)	10.4			24.3		7.1			(31.4		)	10.4
Net (income) loss attributable to noncontrolling interest	(0.2		)	—		(0.2		)	0.2			(0.2		)
Net income(loss) attributable to Park-Ohio Industries Inc. common shareholder	$	10.2		$	24.3	$	6.9		$	(31.2	)	$	10.2

Other comprehensive income (loss) (see note 12):
Net income (loss)	$	10.4		$	24.3	$	7.1		$	(31.4	)	$	10.4
Foreign currency translation adjustment	7.5			—		7.5			(7.5		)	7.5
Pension and OPEB activity, net of tax adjustments	0.2			0.2		—			(0.2		)	0.2
Comprehensive income (loss), net of tax	18.1			24.5		14.6			(39.1		)	18.1
Comprehensive (income) loss attributable to noncontrolling interest	(0.2		)	—		(0.2		)	0.2			(0.2		)
Comprehensive income (loss) attributable to Park-Ohio Industries Inc. common shareholder	$	17.9		$	24.5	$	14.4		$	(38.9	)	$	17.9



	Consolidating Statements of Income (Loss) and Comprehensive Income (Loss)
	Three Months Ended September 30, 2016
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	242.1		$	70.6		$	—		$	312.7
Cost of sales	—			205.3			53.1			—			258.4
Gross profit	—			36.8			17.5			—			54.3
Selling, general and administrative expenses	7.7			17.8			7.7			—			33.2
Income (loss) from subsidiaries	28.4			5.8			—			(34.2		)	—
Operating income (loss)	20.7			24.8			9.8			(34.2		)	21.1
Interest expense	6.8			—			0.4			—			7.2
Income (loss) before income taxes	13.9			24.8			9.4			(34.2		)	13.9
Income tax expense	—			(3.0		)	3.0			—			—
Net income (loss)	$	13.9		$	27.8		$	6.4		$	(34.2	)	$	13.9
Net income attributable to noncontrolling interest	(0.3		)	—			(0.3		)	0.3			(0.3		)
Net income attributable to Park-Ohio Industries Inc. common shareholder	$	13.6		$	27.8		$	6.1		$	(33.9	)	$	13.6

Other comprehensive income (loss) (see note 12):
Net income (loss)	$	13.9		$	27.8		$	6.4		$	(34.2	)	$	13.9
Foreign currency translation adjustment	(1.3		)	—			(1.3		)	1.3			(1.3		)
Pension and OPEB activity, net of tax adjustments	0.3			—			—			—			0.3
Comprehensive income (loss), net of tax	12.9			27.8			5.1			(32.9		)	12.9
Comprehensive income attributable to noncontrolling interest	(0.3		)	—			(0.3		)	0.3			(0.3		)
Comprehensive income (loss) attributable to Park-Ohio Industries Inc. common shareholder	$	12.6		$	27.8		$	4.8		$	(32.6	)	$	12.6



	Condensed Consolidating Statements of Cash Flows
	Nine Months Ended September 30, 2017
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(In millions)
OPERATING ACTIVITIES
Net cash (used) provided by operating activities	$	(32.8	)	$	36.2		$	18.9		$	1.0		$	23.3
INVESTING ACTIVITIES
Purchases of property, plant and equipment	(0.3		)	(13.7		)	(4.9		)	—			(18.9		)
Business acquisition	—			(10.5		)	—			—			(10.5		)
Net cash used in investing activities	(0.3		)	(24.2		)	(4.9		)	—			(29.4		)
FINANCING ACTIVITIES
Intercompany account change	9.5			(10.6		)	2.1			(1.0		)	—
Payments on revolving credit facility, net	(32.5		)	—			—			—			(32.5		)
Payments on term loans and other debt	(23.4		)	(0.4		)	(3.9		)	—			(27.7		)
Proceeds from capital lease facilities, net	—			(1.0		)	1.1			—			0.1
Issuance of 6.625% Senior Notes due 2027	350.0			—			—			—			350.0
Debt financing costs	(7.5		)	—			—			—			(7.5		)
Redemption of 8.125% Senior Notes due 2021	(250.0		)	—			—			—			(250.0		)
Premium on early extinguishment of debt	(8.0		)	—			—			—			(8.0		)
Dividend paid to Parent	(5.0		)	—			—			—			(5.0		)
Dividend	—			—			(0.2		)	—			(0.2		)
Net cash provided (used) by financing activities	33.1			(12.0		)	(0.9		)	(1.0		)	19.2
Effect of exchange rate changes on cash	—			—			5.1			—			5.1
Increase in cash and cash equivalents	—			—			18.2			—			18.2
Cash and cash equivalents at beginning of period	—			—			54.4			—			54.4
Cash and cash equivalents at end of period	$	—		$	—		$	72.6		$	—		$	72.6



	Condensed Consolidating Statements of Cash Flows
	Nine Months Ended September 30, 2016
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(In millions)
OPERATING ACTIVITIES
Net cash (used) provided by operating activities	$	(36.8	)	$	81.5		$	11.4		$	(16.3	)	$	39.8
INVESTING ACTIVITIES
Purchases of property, plant and equipment	(0.1		)	(6.3		)	(13.9		)	—			(20.3		)
Net cash used in investing activities	(0.1		)	(6.3		)	(13.9		)	—			(20.3		)
FINANCING ACTIVITIES
Intercompany account change	57.7			(74.4		)	0.4			16.3			—
Payments on revolving credit facility, net	(17.4		)	—			—			—			(17.4		)
Payments on term loans and other debt	(3.4		)	—			—			—			(3.4		)
Proceeds from term loans and other debt	—			1.3			6.0			—			7.3
Payments on capital leases, net	—			(2.2		)	(0.3		)	—			(2.5		)
Payment of acquisition earn-out	—			—			(2.0		)	—			(2.0		)
Net cash provided (used) by financing activities	36.9			(75.3		)	4.1			16.3			(18.0		)
Effect of exchange rate changes on cash	—			—			(0.4		)	—			(0.4		)
Increase in cash and cash equivalents	—			(0.1		)	1.2			—			1.1
Cash and cash equivalents at beginning of period	—			0.1			48.3			—			48.4
Cash and cash equivalents at end of period	$	—		$	—		$	49.5		$	—		$	49.5