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

The guarantee of the Notes by a Guarantor Subsidiary will automatically terminate, and the obligations of such Guarantor Subsidiary under its guarantee of the 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 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 June 30, 2018 and December 31, 2017, condensed consolidating statements of income and other comprehensive income (loss) for the three and six months ended June 30, 2018 and 2017, condensed consolidating statements of cash flows for the six months ended June 30, 2018 and 2017, 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
	June 30, 2018
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Reclassifications/ Eliminations			Consolidated
	(In millions)
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	2.1	$	80.3	$	—		$	82.4
Accounts receivable, net	—		193.3		94.5		—			287.8
Inventories, net	—		223.4		81.4		—			304.8
Receivable from affiliates	—		—		20.0		—			20.0
Other current assets	1.8		43.5		41.6		—			86.9
Total current assets	1.8		462.3		317.8		—			781.9
Investments in subsidiaries	582.4		338.8		—		(921.2		)	—
Intercompany advances	373.4		87.3		200.3		(661.0		)	—
Property, plant and equipment, net	5.8		117.1		77.9		—			200.8
Goodwill	—		64.0		38.1		—			102.1
Intangible assets, net	—		64.6		39.3		—			103.9
Other long-term assets	75.0		4.3		7.2		—			86.5
Total assets	$	1,038.4	$	1,138.4	$	680.6	$	(1,582.2	)	$	1,275.2

LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Trade accounts payable	$	—	$	128.9	$	55.0	$	—		$	183.9
Payable to affiliates	—		—		7.1		—			7.1
Current portion of long-term and short-term debt	—		5.6		10.0		—			15.6
Accrued expenses and other	11.6		41.5		47.5		—			100.6
Total current liabilities	11.6		176.0		119.6		—			307.2
Long-term liabilities, less current portion:
Debt	530.3		13.2		48.4		—			591.9
Deferred income taxes	—		20.7		8.1		—			28.8
Other long-term liabilities	24.8		1.2		5.0		—			31.0
Total long-term liabilities	555.1		35.1		61.5		—			651.7
Intercompany advances	155.4		376.2		129.4		(661.0		)	—
Total Park-Ohio Industries, Inc. and Subsidiaries shareholder's equity	303.6		551.1		357.4		(908.5		)	303.6
Noncontrolling interests	12.7		—		12.7		(12.7		)	12.7
Total equity	316.3		551.1		370.1		(921.2		)	316.3
Total liabilities and equity	$	1,038.4	$	1,138.4	$	680.6	$	(1,582.2	)	$	1,275.2



	Condensed Consolidating Balance Sheets
	December 31, 2017
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Reclassifications/ Eliminations			Consolidated
	(In millions)
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	0.2	$	76.0	$	—		$	76.2
Accounts receivable, net	—		149.5		93.1		—			242.6
Inventories, net	—		198.9		83.9		—			282.8
Receivable from affiliates	0.6		—		17.8		—			18.4
Other current assets	0.9		34.8		25.2		—			60.9
Total current assets	1.5		383.4		296.0		—			680.9
Investments in subsidiaries	512.3		267.4		—		(779.7		)	—
Intercompany advances	364.8		85.2		112.9		(562.9		)	—
Property, plant and equipment, net	6.0		103.5		70.0		—			179.5
Goodwill	—		58.9		41.3		—			100.2
Intangible assets, net	—		60.0		39.5		—			99.5
Other long-term assets	72.0		3.4		10.8		—			86.2
Total assets	$	956.6	$	961.8	$	570.5	$	(1,342.6	)	$	1,146.3

LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Trade accounts payable	$	—	$	121.8	$	51.9	$	—		$	173.7
Payable to affiliates	—		—		7.1		—			7.1
Current portion of long-term and short-term debt	—		9.0		8.7		—			17.7
Accrued expenses and other	12.4		32.7		40.9		—			86.0
Total current liabilities	12.4		163.5		108.6		—			284.5
Long-term liabilities, less current portion:
Debt	455.3		9.3		50.9		—			515.5
Deferred income taxes	—		15.5		8.1		—			23.6
Other long-term liabilities	25.3		1.2		4.2		—			30.7
Total long-term liabilities	480.6		26.0		63.2		—			569.8
Intercompany advances	171.6		289.5		101.8		(562.9		)	—
Total Park-Ohio Industries, Inc. and Subsidiaries shareholder's equity	279.9		482.8		284.8		(767.6		)	279.9
Noncontrolling interests	12.1		—		12.1		(12.1		)	12.1
Total equity	292.0		482.8		296.9		(779.7		)	292.0
Total liabilities and shareholder's equity	$	956.6	$	961.8	$	570.5	$	(1,342.6	)	$	1,146.3



	Consolidating Statements of Income (Loss) and Comprehensive Income (Loss)
	Six Months Ended June 30, 2018
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(In millions)
Net sales	$	—		$	611.1		$	226.8		$	—		$	837.9
Cost of sales	1.5			516.7			181.5			—			699.7
Gross profit	(1.5		)	94.4			45.3			—			138.2
Selling, general and administrative expenses	25.4			45.8			19.2			—			90.4
Income (loss) from subsidiaries	63.9			17.8			—			(81.7		)	—
Operating income (loss)	37.0			66.4			26.1			(81.7		)	47.8
Other components of pension income and other postretirement benefits expense, net	4.4			—			—			—			4.4
Gain on sale of assets	—			1.9			—			—			1.9
Interest expense	(15.8		)	—			(1.4		)	—			(17.2		)
Income (loss) before income taxes	25.6			68.3			24.7			(81.7		)	36.9
Income tax expense	—			(5.7		)	(5.6		)	—			(11.3		)
Net income (loss)	25.6			62.6			19.1			(81.7		)	25.6
Net (income) loss attributable to noncontrolling interests	(0.6		)	—			(0.6		)	0.6			(0.6		)
Net income (loss) attributable to Park-Ohio Industries Inc. common shareholder	$	25.0		$	62.6		$	18.5		$	(81.1	)	$	25.0

Other comprehensive income (loss) (see note 13):
Net income (loss)	$	25.6		$	62.6		$	19.1		$	(81.7	)	$	25.6
Currency translation	(6.2		)	—			(6.2		)	6.2			(6.2		)
Pension and OPEB activity, net of tax adjustments	1.4			1.4			—			(1.4		)	1.4
Comprehensive income (loss), net of tax	20.8			64.0			12.9			(76.9		)	20.8
Comprehensive (income) loss attributable to noncontrolling interest	(0.6		)	—			(0.6		)	0.6			(0.6		)
Comprehensive income (loss) attributable to Park-Ohio Industries Inc. common shareholder	$	20.2		$	64.0		$	12.3		$	(76.3	)	$	20.2



	Consolidating Statements of Income (Loss) and Comprehensive Income (Loss)
	Six Months Ended June 30, 2017
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(In millions)
Net sales	$	—		$	516.2		$	178.5		$	—		$	694.7
Cost of sales	1.0			439.5			139.4			—			579.9
Gross profit	(1.0		)	76.7			39.1			—			114.8
Selling, general and administrative expenses	14.6			37.3			22.8			—			74.7
Litigation settlement gain	—			(3.3		)	—			—			(3.3		)
Income (loss) from subsidiaries	50.8			9.3			—			(60.1		)	—
Operating income (loss)	35.2			52.0			16.3			(60.1		)	43.4
Other components of pension income and other postretirement benefits expense, net	3.1			—			—			—			3.1
Interest expense	(13.9		)	—			(1.4		)	—			(15.3		)
Loss on extinguishment of debt	(11.0		)	—			—			—			(11.0		)
Income (loss) before income taxes	13.4			52.0			14.9			(60.1		)	20.2
Income tax expense	—			(2.1		)	(4.7		)	—			(6.8		)
Net income (loss)	13.4			49.9			10.2			(60.1		)	13.4
Net income attributable to noncontrolling interests	(0.5		)	—			(0.5		)	0.5			(0.5		)
Net income (loss) attributable to Park-Ohio Industries Inc. common shareholder	$	12.9		$	49.9		$	9.7		$	(59.6	)	$	12.9

Other comprehensive income (loss) (see note 13):
Net income (loss)	$	13.4		$	49.9		$	10.2		$	(60.1	)	$	13.4
Currency translation	11.5			—			11.5			(11.5		)	11.5
Pension and OPEB activity, net of tax adjustments	0.4			0.4			—			(0.4		)	0.4
Comprehensive income (loss), net of tax	25.3			50.3			21.7			(72.0		)	25.3
Comprehensive income attributable to noncontrolling interests	(0.5		)	—			(0.5		)	0.5			(0.5		)
Comprehensive income (loss) attributable to Park-Ohio Industries Inc. common shareholder	$	24.8		$	50.3		$	21.2		$	(71.5	)	$	24.8



	Consolidating Statements of Income (Loss) and Comprehensive Income (Loss)
	Three Months Ended June 30, 2018
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(In millions)
Net sales	$	—		$	319.8		$	112.4		$	—		$	432.2
Cost of sales	0.8			269.8			88.5			—			359.1
Gross profit	(0.8		)	50.0			23.9			—			73.1
Selling, general and administrative expenses	16.0			23.2			8.4			—			47.6
Income (loss) from subsidiaries	38.0			12.1			—			(50.1		)	—
Operating income (loss)	21.2			38.9			15.5			(50.1		)	25.5
Other components of pension income and other postretirement benefits expense, net	2.1			—			—			—			2.1
Gain on sale of assets	—			1.9			—			—			1.9
Interest expense	(8.1		)	—			(0.7		)	—			(8.8		)
Income (loss) before income taxes	15.2			40.8			14.8			(50.1		)	20.7
Income tax expense	—			(3.5		)	(2.0		)	—			(5.5		)
Net income (loss)	15.2			37.3			12.8			(50.1		)	15.2
Net (income) loss attributable to noncontrolling interests	(0.2		)	—			(0.2		)	0.2			(0.2		)
Net income (loss) attributable to Park-Ohio Industries Inc. common shareholder	$	15.0		$	37.3		$	12.6		$	(49.9	)	$	15.0

Other comprehensive income (loss) (see note 13):
Net income (loss)	$	15.2		$	37.3		$	12.8		$	(50.1	)	$	15.2
Currency translation	(10.3		)	—			(10.3		)	10.3			(10.3		)
Pension and OPEB activity, net of tax adjustments	—			—			—			—			—
Comprehensive income (loss), net of tax	4.9			37.3			2.5			(39.8		)	4.9
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	$	4.7		$	37.3		$	2.3		$	(39.6	)	$	4.7



	Consolidating Statements of Income (Loss) and Comprehensive Income (Loss)
	Three Months Ended June 30, 2017
	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(In millions)
Net sales	$	—		$	256.9	$	94.0		$	—		$	350.9
Cost of sales	0.5			216.7		73.9			—			291.1
Gross profit	(0.5		)	40.2		20.1			—			59.8
Selling, general and administrative expenses	7.2			18.3		11.5			—			37.0
Income (loss) from subsidiaries	27.6			4.9		—			(32.5		)	—
Operating income (loss)	19.9			26.8		8.6			(32.5		)	22.8
Other components of pension income and other postretirement benefits expense, net	1.5			—		—			—			1.5
Interest expense	(7.1		)	—		(0.8		)	—			(7.9		)
Loss on extinguishment of debt	(11.0		)	—		—			—			(11.0		)
Income (loss) before income taxes	3.3			26.8		7.8			(32.5		)	5.4
Income tax expense	—			0.4		(2.5		)	—			(2.1		)
Net income (loss)	3.3			27.2		5.3			(32.5		)	3.3
Net income attributable to noncontrolling interests	(0.2		)	—		(0.2		)	0.2			(0.2		)
Net income (loss) attributable to Park-Ohio Industries Inc. common shareholder	$	3.1		$	27.2	$	5.1		$	(32.3	)	$	3.1

Other comprehensive income (loss) (see note 13):
Net income (loss)	$	3.3		$	27.2	$	5.3		$	(32.5	)	$	3.3
Currency translation	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	11.0			27.4		12.8			(40.2		)	11.0
Comprehensive income attributable to noncontrolling interests	(0.2		)	—		(0.2		)	0.2			(0.2		)
Comprehensive income (loss) attributable to Park-Ohio Industries Inc. common shareholder	$	10.8		$	27.4	$	12.6		$	(40.0	)	$	10.8



	Condensed Consolidating Statements of Cash Flows
	Six Months Ended June 30, 2018
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(In millions)
OPERATING ACTIVITIES
Net cash (used) provided by operating activities	$	(34.7	)	$	7.6		$	46.8		$	(23.7	)	$	(4.0	)
INVESTING ACTIVITIES
Purchases of property, plant and equipment	—			(9.2		)	(13.1		)	—			(22.3		)
Proceeds from sale of assets	—			2.8			—			—			2.8
Business acquisition	—			(35.6		)	—			—			(35.6		)
Net cash used in investing activities	—			(42.0		)	(13.1		)	—			(55.1		)
FINANCING ACTIVITIES
Intercompany account change	(35.9		)	38.6			(26.4		)	23.7			—
Payments on revolving credit facility, net	74.6			—			—			—			74.6
Payments on term loans and other debt	—			(0.3		)	(2.3		)	—			(2.6		)
Proceeds from term loans and other debt	—			0.1			2.1			—			2.2
Payments on capital lease facilities, net	—			(2.1		)	(0.2		)	—			(2.3		)
Dividend paid to Parent	(4.0		)	—			—			—			(4.0		)
Net cash provided (used) by financing activities	34.7			36.3			(26.8		)	23.7			67.9
Effect of exchange rate changes on cash	—			—			(2.6		)	—			(2.6		)
Increase in cash and cash equivalents	—			1.9			4.3			—			6.2
Cash and cash equivalents at beginning of period	—			0.2			76.0			—			76.2
Cash and cash equivalents at end of period	$	—		$	2.1		$	80.3		$	—		$	82.4



	Condensed Consolidating Statements of Cash Flows
	Six Months Ended June 30, 2017
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(In millions)
OPERATING ACTIVITIES
Net cash (used) provided by operating activities	$	(28.2	)	$	24.1		$	15.2		$	(5.3	)	$	5.8
INVESTING ACTIVITIES
Purchases of property, plant and equipment	—			(9.5		)	(2.9		)	—			(12.4		)
Business acquisitions, net of cash acquired	—			(10.5		)	—			—			(10.5		)
Net cash used in investing activities	—			(20.0		)	(2.9		)	—			(22.9		)
FINANCING ACTIVITIES
Intercompany account change	(0.6		)	(2.1		)	(2.6		)	5.3			—
Payments on revolving credit facility, net	(28.8		)	—			—			—			(28.8		)
Payments on term loans and other debt	(22.2		)	(2.0		)	(4.7		)	—			(28.9		)
Proceeds from capital leases, net	—			—			1.2			—			1.2
Issuance of 6.625% Senior Notes due 2027	350.0			—			—			—			350.0
Redemption of 8.125% Senior Note due 2021	(250.0		)	—			—			—			(250.0		)
Debt financing costs	(7.2		)	—			—			—			(7.2		)
Premium on early extinguishment of debt	(8.0		)	—			—			—			(8.0		)
Dividend paid to Parent	(5.0		)	—			—			—			(5.0		)
Net cash provided (used) by financing activities	28.2			(4.1		)	(6.1		)	5.3			23.3
Effect of exchange rate changes on cash	—			—			3.0			—			3.0
Increase in cash and cash equivalents	—			—			9.2			—			9.2
Cash and cash equivalents at beginning of period	—			—			54.4			—			54.4
Cash and cash equivalents at end of period	$	—		$	—		$	63.6		$	—		$	63.6