Greetings and welcome to the Park-Ohio’s Second Quarter 2014 Results Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. (Operator instructions). As a reminder this conference is being recorded. I would now like to turn the conference over to Mr. Edward Crawford, Chairman for Park-Ohio. Thank you Sir. You may begin.

Good morning, ladies and gentlemen. Welcome to the second quarter 2014 Park-Ohio conference call. I would like to introduce Scott Emerick, our CFO and he will cover the Safe Harbor Statement. Scott?

Thank you, Ed. Good morning everyone. Thank you for joining us today. If you have not received a copy of our earnings press release, you can find it on the Investor Relations section of our corporate website at www.pkoh.com. I want to remind everybody that certain statements we make on today’s call, both during opening remarks and during the question-and-answer session may be forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those projected. A list of relevant risks and uncertainties may be found in the earnings press release as well as in the Company’s 2013 10-K filed with the SEC on March 14, 2014. The company undertakes no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise. Additionally, the company may discuss as adjusted earnings and EBITDA as defined. As adjusted earnings and EBITDA as defined are not measures of performance under Generally Accepted Accounting Principles. For a reconciliation of net income from continuing operations to as adjusted earnings and for a reconciliation of net income attributable to Park-Ohio common shareholders to EBITDA as defined, please refer to the company’s recent earnings release. Any references we make to earnings per share are on a fully diluted basis. Back to you, Ed.

Thank you, Scott. Now I would like to turn the meeting over to Matthew Crawford, the President and COO of Park-Ohio. Matthew?

Thank you very much and good morning everyone. Overall our second quarter was a little stronger than we had originally forecasted in our internal model. We reported net income attributable to Park-Ohio common shareholders of $12.4 million or $1 per share for the second quarter of 2014 compared to $12 million or $0.98 per share for the second quarter of 2013. This represents a 2% improvement in earnings per share as reported in our US GAAP financial statements. In our press release we have reconciled net income from continuing operations to as adjusted earnings. Our as adjusted earnings in the second quarter of 2014 include $0.02 of acquisition related costs associated with the Apollo and Henry Halstead acquisitions. As a result, our as adjusted earnings increased 3% from $0.99 per share in the second quarter of 2013 to $1.02 per share in the second quarter of 2014. Net sales increased 12% in the second quarter to a quarterly record revenue of $343 million compared to $307 million in the prior year. The revenue increase is attributable to volume increases in the supply technology segment and the assembly component segment, slightly offset by volume declines in our engineered product segment. On a sequential basis, revenues increased8% compared to the first quarter on good momentum in all three segments in each of the primary business units within each segment. Gross profit increased $3.5 million to $61 million in the second quarter. The gross profit margin percentage was 17.8% in the second quarter, which is a 90 basis point reduction compared to 18.7% gross profit margin in the second quarter of last year. The decline in gross margin percentage is largely due to a change in the sales mix between the comparable periods as the higher margin engineered product segment revenues decline year-over-year…

Thank you, Matt for a very clear and synced evaluation of the activities in the company in this particular quarter. I’d like to now turn over the phone lines to any questions on the performance of the first quarter year to date and hopefully a peak into the future. So let’s begin with the questions.

(Operator Instructions) Our first question comes from Ajay Kejriwal with FBR Capital Markets. Please proceed with your question. Dan Shapiro – FBR Capital Markets: This is Dan Shapiro filling in for Ajay. It was nice to see you reiterate the full year guidance, but given that you did about $50 million in operating income in the first half, was just wondering what gives the confidence that you’ll see a ramp in the second half to meet that guidance.

Dan, hi, it’s Matt Crawford. No, there’s no mystery here. I would point out that our initial conference call indicating our annual guidance, I anticipated a little bit of a back ended forecast for the year from an earnings perspective. The key here I think is the businesses by and large have performed very well given the timing and the size of the backlog in our most profitable segment which is engineered components. It is not unusual for them to have some volatility and we would expect this year given the bookings that are currently being worked on and the accounting rules around percentage of completion in particular to suggest that the latter half of the year will be a good time for the engineered products group and would suggest that given the margins in that group that we should be able to achieve our goals.

Dan, let answer that question a little differently. It might appear that our engineered silo is behind expectations. That is not the case. And I want to take a peek at the -- to some of Matthew’s previous comments. Like you look at the second quarter, the third and fourth quarter and in to 2015, this is historically our most profitable silo and we are guiding about EBIT margins on an ongoing basis of 15%. And when you look at this in a very narrow concept is just $20 million in sales in engineered products moved from one quarter to the next. Just $20 million with that EBITDA of 14.9% represents $0.15 earnings per share. We’ve got 12.4 million shares outstanding. This is the largest single and most powerful profitable part of the business as a silo. Backlogs as Matthew mentioned are up 49% 50%. Orders taken in the first half this year are up almost the same. When you think about revenues of $600 million in the first half of the year and just add$20 million to it, just $20 million in this particular silo, it would extend out to be $0.15 a share. It seems to be a little behind if you look at it. In the reality we are very optimistic and I’m trying to answer your question. That’s we believe and that’s why we have confirmed guidance for 2014 as we began the year. Nothing has changed that we feel will affect our ability to accomplish that goal. Dan Shapiro – FBR Capital Markets: Got it. That’s very helpful. I just had a quick one on corporate expense. I saw that it came in a little light at least per silo model and I was just wondering if that was spending related to acquisitions or other factors and maybe how we should think about corporate in the second half.

Our corporate expenses were up year-over-year primarily for some professional fees and a variety of various compliance accounting fees, some acquisition activity. In addition, our payroll costs were slightly up too for some of our stock plans in the quarter. I think you’ll see some of the discretionally spending decline in Q3 and Q4. So I think it would be fair to model a reduction in spending.

Our next question comes from Steve Barger with KeyBanc. Please proceed with your question. Steve Barger – KeyBanc Capital Markets, Inc.: Hi. Good morning guys. Matt, in your prepared comments you said Q2 was stronger than you had modelled internally. Can you tell us what that expectation was? And specifically did Engineered Products come in the way you expected on that internal OEM?

It was really modestly above. I forget what the exact number was, but call it high 90s. So it's modestly above. The mix from our original plan is a little bit different than we have anticipated. I would tell you that in general, the businesses are performing very well in terms of business activity. The only notable exception has been that sluggish start mainly due to weather at [forge] which we’ve covered from principally. And then also the timing of some of the bills and backlog at the equipment group which has forced some of that revenue into the next third and fourth quarter. But in general, I would tell you that the business is performing quite well across the board in terms of demand. Some of the revenue and profits have shifted a little bit to the second half in the Engineered Components group, but we had anticipated that at the beginning of the year. So we had felt that our second quarter would be a little less than a dollar and it came in about a buck, so modestly better. I think Steve the point that we don’t want to get lost here is Engineered Products does have some volatility relative to revenue recognition in accounting rules, but when you look at the entire business and the demand for the products, things are really good across the board. So I don’t want to suggest that accounting gets in the way of demonstrating our business activity, but this is I think pretty good news relative to where we are in the year. Steve Barger – KeyBanc Capital Markets, Inc. : I would agree. Those numbers you gave for order intake and backlog are impressive. I guess the question for us as outsiders is, how should we think – in order to hit the low end of your guidance, you have to put up about 250 in the back half. Are the deliveries more weighted to 3Q or 4Q or will it be evenly spread? Or just how should we think about the cadence just so we don’t run into surprises as we try and model out what Q half ’14 looks like?

Steve, that’s – there is some magic to trying to figure out timing of customer receipts and the timing of vendor receipts relative to key sub-assemblies. So this business has some inherent volatility that certainly we’ve experienced in the past. Having said that, we feel we’ve got a good grip on a bottoms up look at the second half forecast and have a high degree of confidence. So it is a tough business to forecast. It's just tough. And as Ed mentioned, given the nature of the margins, it can move the nail pretty quickly when there’s only 12.3 million shares. So I don’t want to suggest that’s different. Having said that, our forecast is bottom up, and has – we feel pretty comfortable with where we see the ship dates relative to the latter half of the year. Steve Barger – KeyBanc Capital Markets, Inc. : Okay. And just one more question on Engineered, as you talk -- think about the mix in the backlog, can you give us any insight as to which of the business units are really driving some of this order activity and where you’ll see those deliveries come from that give you the confidence on that back half story?

I think that business activity has been – and quoting activity has been pretty robust across the board. I will tell you that the theme now for six to nine months has been significant improvement in the induction part of the business. There are – as we’ve discussed in the past because of the relative softness in the steel market we’ve seen a little bit less of the huge orders, but we’ve seen a significant return relative to the monthly activity in mid-size orders really throughout the world. I think that has been a positive and virtually every month bookings have been incrementally better than 2013. I feel like it’s relatively broad-based. It’s a little bit more in the induction, but as I mentioned in my comments there’s some activity at type 2 and the oil and gas segment tends to contribute in meaningful ways and in very large orders when it comes.

Steve, this is Eddy. Steve, let’s not overlook the long expected strength in the aluminum business. We’ve been talking about this for years. It’s finally starting to come home. We anticipate getting some help also from that particular segment.

Steve, I want to go back and say one more thing that may help you. And I know this isn’t going to give you a tremendous amount of comfort, but if you were to look back historically at the earnings and over the last couple of cycles, so I’m not saying the last couple of quarters, I mean a good cycle and a half or so, this type of volatility and quarters of significant strength often on the heels of ones that are perceived weakness given the nature of the accounting around these jobs is not unusual. This is something that we’ve endured in the past and we have to do our best to forecast for you, but it’s not unusual. Steve Barger – KeyBanc Capital Markets, Inc. : Understood and it sounds like -- I guess the encouraging takeaway is that it sounds like your commentary around customers in general is that their willingness to increase CapEx dollars is there and that’s what driving the business.

That’s true. There is some of that. As you well know we typically have targeted a 50% ratio, 50-50 ratio between equipment and aftermarket. I think that aftermarket is always an important part of the equipment group and continues to play an important role particularly because of the margins. Yes, we are seeing some increased activity on new equipment. It does appear people have loosed the purse a little bit. But I would never demean the importance of the earnings and business activity on the aftermarket side. Steve Barger – KeyBanc Capital Markets, Inc. : Got it and so Ed, I will ask some questions on assembly. Given the seasonality of the auto industry, should we think that assembly component revenue will be down sequentially in 3Q or will the program ramps offset some of that seasonality?

I wish I could look into the crystal ball about the auto industry. Obviously we have the holidays and so forth. But I would characterize the volume in the second half to be up. And keep in mind -- we all should remember we started the first platform of the $200 million plus in sales was in fact to be the dart which was an absolute blowout and really hurt us, really hurt us early this year. But the Jeep Cherokee and other platforms have picked that up and we’re literary running door to door on a couple of platforms. All in all I’m pretty optimistic that the second half quite frankly should be better.

Steve, I would mention that while the driver over the last four quarters has been new business activity, that still is fundamental to the sequential trend here at the revenue line. I think we can continue to see some benefit there, although it is becoming less of a factor as we get deeper into the year. I think when we think about the second half as being robust, it’s still somewhat impacted at the margin by new business activity and things getting up to speed.

Steve, let’s not ignore what we feel is the positive pressure in the class 8 trucking and how that’s going to -- that is starting to percolate. So in that particular -- trucking does affect us and we feel good about that goal. We are talking beyond the balance of 2014. We’re talking about 2015 now. Steve Barger – KeyBanc Capital Markets, Inc. : Right. And I’ll ask one more and then I’ll get back in line. In the quarter for assembly, revenue increased about $16 million year over year, but I think operating income was only up around $1.4 million. So the conversion on those incremental sales dollars was at a lower rate than the margin of the base business. So any specific commentary about why you didn’t get better conversion on that improved volume?

Steve, I would only comment and this is a bit off the cuff, but I think grounded in some experience. The fuel filler business that rolled off at the end of last year was high quality earnings, sort of the end of the life cycle, achieving very strong earnings. And I think that while we’ve seen significant improvement in the aluminum margins and I don’t want to not reiterate that, they probably don’t match up as well as we might like with what was rolling off last year in the fuel filler business.

Our next question comes from David Olkovetsky with Jefferies. Please proceed with your question. David Olkovetsky Jefferies & Company: Good morning guys. My first question relates to the bonds actually. You guys brought the debt a few years ago when you were doing $63 million of EBITDA. Now I think your guidance is essentially 135 to 140 or so for this year. So it’s more than a doubling, and it’s pretty expensive debt. As I look at your call schedule, the first call was at 104 and change in April of ’16. I just wonder if you’ve thought about that call schedule yet, if you’ve thought about potentially taking them out the bonds that is ahead of potentially that call, that first call date?

Let’s begin with the bond. The most recent trade on the bond was 109 yesterday I believe. There’s not a lot of thought given to acting in -- along the lines of trying time the need for capital to find them in restructuring up. We’ve got plenty of cash flow and we feel comfortable. We’ll just wait that out. It might mean -- you think it’s a high premium but there’s still seven years left with -- so we’re not uncomfortable with that position.

I would only add -- this as Matt. We have a stated goal of growing the business through 2017 at roughly 12%, 12.5% a year. The business is growing organically very nicely right now. We believe we can augment, continue to augment that with our kind of acquisitions strategy. So while in a vacuum I understand your question, our balance sheet needs and capital structure are always going to be driven by what the perceived needs are and uses in our growth strategy. David Olkovetsky Jefferies & Company: Clearly. And to just follow up on that growth strategy, I understand that you guys are looking to grow at a fairly rapid clip. Would it potentially make sense if you are in the current interest rate environment, which is quite attractive and given that the bonds are trading at 109.5 to yield 4.5%. I mean, it seems to me like the market is telling you something that you could potentially refinance at a significantly lower rate. But in any case …

We wouldn’t pay the call premium now. Are you suggesting we would? David Olkovetsky Jefferies & Company: Yeah. That’s sort of what I’m looking at. Obviously right now the call premium is quite high. It would probably be about 14 or 15 points over par. Certainly we can talk about that maybe a little bit off line. But if I could just ask a different question, it sounded like Matt you said something like cash flow or cash flow from operations was $65 million. Was that correct? I thought in the prior quarter you guys had indicated $70 million, and I’m wondering if that is driven by one of two things. One, either an increase in working capital, or two a slight reduction to I guess your EBITDA forecast?

David, this is Scott Emerick. I just want you to know it was a swing in our working capital projections based on the timing of activity for that $5 million drop in operating cash flow.

I’m going to be in New York tomorrow at 1:30 at the New York conference speaking. So I hope you’ll be there and hope you introduce yourself and maybe I’ll try to give you a real clear view of where we might go. But wiring money is one thing, using it properly is another, but … David Olkovetsky Jefferies & Company: Yeah. No, I totally agree. Thank you very much guys. Appreciate it. Great call.

(Operator Instructions) Our next question comes from Jay Harris with Axiom Capital. Please proceed. Jay Harris – Axiom Capital: So far this has been a great call. I wondered if I …

So far? Jay Harris – Axiom Capital: There’s a question.

Jay, that’s why when you begin with ‘so far’ I have to sit back in my chair and get ready. All right, go ahead. Jay Harris – Axiom Capital: In your game plan for the year, can you share with us the geographic distribution of those revenues?

Jay, this is Scott Emerick. Even with the acquisitions that we’ve layered on here recently in Europe with the organic growth we’ve had in North America, we’re still probably in the 80 plus percent range of North America dominant geographically. Jay Harris – Axiom Capital: And how much would perhaps …

Jay, are you there? Jay Harris – Axiom Capital: Yes. Can you hear me?

No, we didn’t. We broke up. Go ahead. Jay Harris – Axiom Capital: I'm sorry. Let me get – is this better?

Yes it is. Jay Harris – Axiom Capital: Okay. How much would Europe be?

Let’s just say the number is 26% outside North America at this time. Jay Harris – Axiom Capital: I was hoping you’d break up Europe from the rest of the world, but I guess you’re not going to go there.

We do it annually. We don’t do it on a quarterly basis, Jay. Jay Harris – Axiom Capital: No. I'm not interested in quarters, I mean for the year, annually.

Let’s pull that information together so we’re accurate and I’ll have Scott get back to you after the call and we’ll give you the specific data. Jay Harris – Axiom Capital: That would be very good. Just going over Engineered Products again, you mentioned oil and gas industry. Could you give us –just review a total profile of the industries that buy those products?

Our significant exposure into the oil and gas space, are in the induction applications and in the finishing applications related to drilling pipe and couplings. So as you may be aware, there has been a lot of activity clearly in terms of total rig count for oil and natural gas both domestically and internationally. Generally the rigs counts imply a certain amount of activity which in the short term will impact our after-market business to support that to making capabilities. And in the long term will support the need for additional capital equipment. There has been some additional activity over the last couple of years relative to legislative activity as the U.S government has created a positive investment environment here in the United States after putting tariffs on -- some anti-dumping tariffs on pipe coming from China and I believe more recently Korea. But if you want to know what drives the business per se, it is in our induction and finishing equipment and after-market services which globally service the pipe business. Jay Harris – Axiom Capital: What other industries are ordering Engineered Products?

Jay Harris – Axiom Capital: And has there been any softening in the steel related opportunities?

The steel market has been soft for a while and is an opportunity I think as it improves. There has not been very good -- not been very solid trends in capital investments in the steel industry recently, with the exception of some investments by steel companies that make pipe for oil and gas drilling which we have benefited from. Jay Harris – Axiom Capital: All right, and so the oil and gas activities have been more than offsetting the weakness in steel, is that a reasonable conclusion?

I don’t know that, I would say that steel has been somewhat offset by activity that has driven the automotive sector in things like hardening a product or galvanizing a product. Along with pipe has maybe help offset some of the steel softness but that steel business when you look back at the last cycle which ended in 2008 early 2009, we had some massive orders that were related to increase in capacity at steel mills. Those are nonexistent right now.

Our next question is a follow up from Steve Barger with KeyBanc. Please proceed with your question. Steve Barger – KeyBanc Capital Markets, Inc.: Thanks, just a question on Apollo. I know it’s small but can you talk about the EBITDA margin as it stands now, where you think it can go and what you saw in that business that made you pull the trigger?

Sure Steve, I would first, we are not going to get too specific here other than to tell you that it is, we felt it was strategic because it was providing what we felt were world class supply chain services in the style with which supply technology does to the aerospace industry most notably in the airbus supply chain. We felt that strategically dipping our toe into the aerospace sector which we hadn’t been in before was valuable. It is a relatively small entry point and one in which we’ve got some work to do to make it meet the businesses on a pretty good growth pattern in terms of the expectation. And with some of the book business once again the airbus supply chain but it’s going to take some work relative to instilling some of our cost prophecies combined with getting some of that incremental book business to become even a little bit more meaningful to overall earnings picture. But it’s a work in process but it’s one we are strategically extremely excited about. It is really not meaningful relative to any our financial results. Steve Barger – KeyBanc Capital Markets, Inc.: Got it, will that stay aerospace focus or we’ll use that to leverage the existing supply technology relationships through the European expansion as you go?

That will stay aerospace focused and is a separately managed business unit. Steve Barger – KeyBanc Capital Markets, Inc. : Got it, and last question just any update on the acquisition pipeline in general.

Yes, I think you can anticipate that completion of certain acquisitions that fit directly into current silos. The queue is quite heavy but we are as you know we are very careful buyers and, but we really believe that when add between now and the end of year we’ll definitely increase the run rate of the revenues for 2015. It just seems these transactions take longer in the cue. Every year I think it’s pushed back and we used to try to do transactions by the second quarter is now past the third quarter and the fourth quarter. But there is some exciting news underway and there’s no lack of opportunities for the company, it’s a matter of you are picking the right ones. And we think we have two or three wonderful opportunities that exist. Hopefully we can close but we are very deep in the process. Steve Barger – KeyBanc Capital Markets, Inc. : As you look at that pipeline can you tell us what the average size of the and from a revenue stand point the average size of the property you are looking at? And maybe what the, some of the larger deals might look like just so we can start to think about potential impact down the road?

Well it’s unlikely that we would do if the revenues are our viewpoint we are not looking at anything right now in a $100 million plus. Where it’s less than that it’s more strategic, it’s really beautifully crafted both arms. We don’t feel the urge to make a big transaction. As I said, we’re not going to buy a hotel chain and if we have to continue growing this thing by adding companies at $25 million to $50 million or $75 million directly to current silos, we’ll go that route. But we’re out there against private equity. They’re drunk with their available lead capital right now and they made things very pricy. We have to look at where we have an edge and that edge is the companies we look at strategically fit perfectly with companies we have today. The people selling these are privately held companies and they’re not private equity selling the private equity. So we have to be careful, but we’ve been doing this for a long time and we’re very patient, but I believe we’ll come through with things that will delight everyone when they hear about them because of the nature of buying that with the current business. Steve Barger – KeyBanc Capital Markets, Inc. : Appreciate the color. Thanks. Have a good day.

Thank you. I think that’s the end of the queue. We look forward to reporting back at the end of the third quarter and we again feel comfortable about our guidance. We know she appears to be an uphill climb but we have all the orders and all the opportunities and it’s about shipments. So the company is in a good state at this point and now it’s about execution. But we’re looking forward to the balance of this year and achieving our goals and looking into 2015 in a very positive way. Thank you for your support and have a nice day.

Thank you. That does conclude today’s teleconference. You may disconnect your lines at this time and thank you and have a great day.