Jefferies 2016 GlobalIndustrials Conference

Chris Stephens, SVP Finance & CFO

New York CityAugust 9, 2016

THIS PRESENTATION CONTAINS FORWARD-LOOKING STATEMENTS

• Forward-looking statements are made based upon management's good faith expectations and beliefs concerning future developments and their potential effect upon the Company.

• These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those expressed in the forward-looking statements, including the risks and uncertainties set forth under our full disclosure located at the end of this presentation and included in our SEC filings.

• The Company assumes no obligation to update our forward-looking statements.

References to adjusted financial results are non-GAAP measures. You will find GAAP reconciliation tables at the end of this presentation.

Safe Harbor Statement

-2-

Barnes Group Overview

An International Industrial and Aerospace Manufacturer and

Services Provider, Serving a Wide Range of End

Markets and Customers

Two Global Business Segments: Industrial & Aerospace

HQ in Bristol, CT with Global Operations in 80+ Locations;

~4,600 Employees

82 Consecutive Years of Paying a Dividend A LONG HISTORY ... SIGNIFICANT RECENT TRANSFORMATION

Wallace Barnes founds company

in Bristol, CT making springs for

hoop skirts and clocks

Associated Spring Formed

Associated Spring stock is offered

OTC

Sales pass $50M

Associated Spring is listed on NYSE

Sales pass $100M

Name changes to Barnes Group Inc.

Barnes Aerospace

formed

Sales pass $500M

Barnes Aerospace expands in Singapore

Acquires NGP Acquires Seeger-Orbis

Sales pass $1B

AcquiresHänggi

BGI celebrates its 150th

Anniversary

AcquiresSynventive

AcquiresMänner

DistributionDivestiture

Acquires Thermoplay and Priamus

-3-

Americas56%

2015 Revenue Breakdown

Aero %AEROSPACEINDUSTRIAL

$412M$782M

35%65%

TOTAL REVENUE

$1,194M

AEROSPACE INDUSTRIAL

END MARKETS GEOGRAPHY

OEM

72%

SPARES

11%MRO17%

41%

NITROGEN GAS PRODUCTS

15%

ENGINEERED COMPONENTS

44%

MOLDINGSOLUTIONS

AEROSPACE OEM25%

AEROSPACE AFTERMARKET

10%

AUTOPRODUCTION

19%

AUTOMOLDING

SOLUTIONS

14%

GENERAL INDUSTRIAL

14%

TOOL & DIE10%

MEDICAL & PERSONAL CARE

8%EUROPE

27%ASIA17%

AMERICAS56%

-4-GLOBAL, DIVERSIFIED END MARKETS

Strategic Themes

• Build On Intellectual Property (IP) as Core Differentiator

• Seek Portfolio Enhancements to Drive Shareholder Value

• Choose End-Markets with Long Term Sustainable, Profitable Growth

• Target Cyclical Moderation –Multiple Platforms / Market Channels

• Expand Global Footprint / Access

• Enhance Barnes Enterprise System

• Invigorate Employee Development, Empowerment and Engagement

DRIVE SUSTAINABLE PROFITABLE GROWTH

-5-

Note: 2001 to 2005 Average Operating Margin adjusted for the impact of accounting changes to be comparable to 2015. 2015 Adjusted Operating Margin from Continuing Operations. See GAAP reconciliation table at the end of this presentation.

Driving Operating Margin Expansion

• Differentiated Products and Processes

• Organic Investment for Growth

• Strategic Acquisitions

• Leverage Commercial Aerospace

• Extend Global Reach

• BES Next Generation

• Talent Development

5%

15.8%

HIGHTEENS

AVG. 2001 - 2005 2015 EXPECTATION

HOLDING COMPANY APPROACH

ALIGNEDPORTFOLIO

EXECUTING OUR STRATEGY TO DELIVER IMPROVED MARGIN PERFORMANCE

FOCUS AREAS

-6-

BES and Productivity

BES enables us to continuously improve productivity to achieve superior customer value

OUR PRODUCTIVITY EFFORTS INVOLVE FIVE MAIN AREAS OF FOCUS:

PROGRESS IS MEASURED BY IMPROVEMENT IN OPERATING MARGIN

• Sales Effectiveness (Volume and Pricing)

• Leverage Technology (Innovation and New Product Dev.)

• Global Sourcing (Supply Chain and Logistics)

• Operational Excellence (Mfg. Performance and Costs)

• Functional Excellence (SG&A Optimization)

BES IS ONE OF OUR GREATEST COMPETITVE ADVANTAGES-7-

Capital Allocation

2012

$38

$34

$57 $57

$34

$42

$46

$40

~$50

~$43

2013 2014 2015 2016F

CapEx

CapEx and Depreciation

Uses of Cash 2010 to 2015($ in Millions)

Depreciation

($ in Millions)

Drive Organic Growth• 2016 CapEx of ~$50M• About Half Targeted to Growth Programs

Strategic Portfolio Transformation• Target Highly Engineered Products & Services • Expand Global Reach / Channel Penetration

Generate Shareholder Returns• Continue to Pay a Competitive Dividend• Opportunistic Share Repurchase

ACQUISITIONS44%

CRP7%

CAPEX17%

WORKING CAPITAL

9%

SHARE REPO14%

$659

$108$264

$130

$210

DIVIDENDS9%

$131

DISCIPLINED CAPITAL ALLOCATION

-8-

$105

$300

$160

$110

$38

$9

Portfolio Transformation

2010 Sales Mix (1) M&A Transactions 2015 Sales Mix

32% 36%

32%

INDUSTRIALAEROSPACE

DISTRIBUTION

Divestitures

Europe

N. America

Year Sales

Acquisitions Year Sales

2011

2013

2012

2013

2015

2015

($ in millions, ~ annual sales at time of transaction)

Sales (1)

Op. Inc. $ (1)

Op. Margin (1)

Share Price (2)

Market Cap(2)

$1,133M

$86.5

7.6%

$20.67

$1.1B

Sales

Adj. Op. Inc. $

Adj. Op. Margin

Share Price (2)

Market Cap(2)

$1,194M

$188.9

15.8%

$35.39

$1.9B

+5%

+118%

+820 bps

+71%

+73%

65%35%AEROSPACE INDUSTRIAL

(1) 2010 Sales, Operating Income and Operating Margin are “as reported” in the Company’s 2010 10-K. 2010 Sales Mix re-calculated to reflect three segments – Aerospace, Industrial & Distribution vs the original two reported segments of Precision Components & Logistics and Manufacturing Services. (2) Share Price and Market Cap as of December 31, 2010 and 2015, respectively.

PORTFOLIO TRANSFORMATION WELL UNDERWAY

-9-

Industrial – Market Environment

• Leading Global Manufacturer of Highly-Engineered Products and Systems • Focused on Custom Components and Solutions Employing Differentiated Industrial Technologies• Value Added Engineering: Research, Design, Manufacturing, Testing, and Evaluation

GENERAL INDUSTRIAL TRANSPORTATION

• Emerging Market Expansion – Growing with our Customers• Healthcare Requirements of an Aging Population • Markit® Manufacturing PMIs for June 2016 … US 51.3, China

48.6, Eurozone 52.8, Emerging Markets 49.3, Global 50.4

• Advanced Technologies to Meet Fuel Efficiency Requirements• Highly-Engineered, Precision Components; Penetration Rates Exceed

Market Growth• Global Light Vehicle Production Forecasted to Increase …

~+3% in 2016, ~+2% in 2017, ~+2% in 2018 (IHS Automotive-Jul’16)

BARNES GROUP PARTICIPATION BARNES GROUP PARTICIPATION

Manufacturing Expansion Benefiting Tool & Die Market

Healthcare for an Aging Population

China Expansion

Global Expansion

Light Vehicles – Plastics

Light Vehicles – Metals

Gas Direct Injection (GDi)

8 to 10 Speed Transmissions

INDUSTRIAL TECHNOLOGIES THAT SUPPORT KEY MACRO TRENDS-10-

Aerospace – Market Environment

Sources: Boeing & Airbus Actuals, Teal Group Estimates as of May 2016

AEROSPACE Provides Superior Technology-Based Manufacturing Solutions and Comprehensive Component Overhaul and Repair Services to the World’s Major Jet Engine Manufacturers, Commercial Airlines and Military Customers

Commercial Aircraft Deliveries (Units)

Aftermarket

Wide-Body Narrow-Body

Original Equipment Mfg. Aftermarket

• Airbus & Boeing Experienced Strong Order Intake in ’13 & ’14, Good order intake in ’15 (Book to Bill 1.3x)

• Airbus & Boeing Backlog at Robust Levels; Equivalent to ~8 Years of Estimated Production

• Strong Commercial Aircraft Deliveries Forecasted Over Next Several Years; Narrow-Body & A350 Ramping, 777 in Transition

• Low Oil Prices May Accelerate Spend on Deferred Maintenance • Older Aircraft May See Greater Utilization • Global Airline Traffic Growth Remains Solid • Global Airline Profitability Strong and Growing• CFM56 Fleet Size and Shop Visits Expected to Grow; Fleet Size to

Peak in 2018, Shop Visits to Peak in 2022 Benefiting RSPs and CRPs

WELL-POSITIONED IN AEROSPACE END-MARKETS

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Boeing 777 (GE90) ~$900K

Boeing 787 (Genx-1B / Trent 1000) ~$200K

Airbus A350 (XWB) ~$500K

Airbus A320neo (with LEAP) ~$400K (moving to a range of $200K

to $250K for subsequent years)

(1) OEM Sales per Aircraft is a directional metric as it can be highly variable over time due to a range of factors including changes in types of material and material costs, redesign of parts, quantity of parts per engine, percentage of work directed to suppliers, engine spares, and cost schedules agreed to under contract with the engine OEMs

OEM Sales Per Aircraft (1)

0

200

400

600

800

1,000

1,200

1,400

1,600

2015A 2016E 2017E 2018E 2019E 2020E

2016 Segment Market Outlook(Updated 7/29/2016)

INDUSTRIALSEGMENT

AEROSPACESEGMENT

OTHER

Actual% of 2015

Sales

2016 Sales Growth

Outlook* End Market Highlights / Comments

Molding Solutions 27%

29%

9%

Engineered Components

Nitrogen Gas Products

Original Equipment Manufacturing (OEM)

Maintenance Repairand Overhaul (MRO)

Spare Parts (RSP Programs)

25%

LDD

Flat

6%

4%

MSD

Flat

M&A

F/X

Hot Runner Demand Stable, China Market Improving,Auto Model Changes Favorable

Favorable Global Auto Production, General Industrial Weakness

Tool & Die Markets Starting to Recover After Slow 2H’15 and H1’16

Transition Year in 2016, Very Strong BGI Backlog,Robust Boeing & Airbus Backlog, Airlines Profitable

Aircraft Utilization Strong, Low Fuel Prices, Moderating Traffic Growth

Favorable CFM56 Demographics, Tough 2015 Comparable

Thermoplay and Priamus Acquisition Sales +3%,FOBOHA impact not included in 2016 Outlook

F/X Sales Headwind of ~1%

2016 TOTAL SALES EXPECTATION UP ~3% TO 4%; FLAT TO 2% ORGANICALLY

• HSD - High single digits, MSD - Mid single digits, LSD - Low single digits, LDD - Low double digits• Our 2016 full-year outlook is only as of our July 29, 2016 earnings call, and it is not being updated or affirmed at this time.

LSD

Industrial Segment 65% MSD

Aerospace Segment 35%Flat to

LSD

Flat

-8-

(1) Our 2016 full-year outlook is only as of our July 29, 2016 earnings call, and it is not being updated or affirmed at this time.(2) References to adjusted operating margin, adjusted EPS and adjusted free cash flow for 2012, 2013, 2014, 2015 and 2016 are non-GAAP measures. For a reconciliation to the appropriate GAAP measure, see the Appendix

of this presentation. (3) The financial impact of the announced FOBOHA acquisition has not been included in the Company’s 2016 Outlook.

Financial Performance Trends (1,2,3)

Net Sales

2012 2013 2014 2015 2016F

$929$1,092

$1,262$1,194

(Continuing Operations, $ in Millions)

+3% to+4% Total

Flat to+2%

Organic

Adjusted EPS (2)

2012 2013 2014 2015 2016F

$1.52

$1.83

$2.34

(Continuing Operations)

$2.38$2.46

to$2.56

+3% to +8%

Adj. Operating Margins (2)

2012 2013 2014 2015 2016F

(Continuing Operations)

12.2%12.9%

15.4%

15.8% 16%to

16.5%

2012 2013 2014 2015 2016F

104% 110% 99% 128% ~100%

($ in Millions)

Cash Conversion:

$99

$83

$117

$164

Adj. Free Cash Flow (2)

-13-

$133to

$140

Why Invest In Barnes Group?

WELL POSITIONED BUSINESSES

STRONG FINANCIAL PERFORMANCE

STRATEGY EXECUTION DELIVERING RESULTS

• Global Industrial Products and Services; Expanding Auto Production

• Commercial Aerospace; OEM Production Increasing, Aftermarket Recovering

• Demonstrated Margin Expansion; Further Expansion Planned

• Benefiting from Barnes Enterprise System

• Strong Cash Generator; Solid Balance Sheet

• Expanding Differentiated Systems, Products and Processes

• Disciplined Acquisitions and Strategic Investments

• Focused on Sustainable, Long-Term Profitable Growth -14-

Appendix

Industrial Segment Brands

MOLDING SOLUTIONS

Specializes in the Development and Manufacture of High-Precision Molds and Hot Runner Systems

END MARKETS:• Medical / Pharmaceutical • Personal Care / Health Care• Packaging• Electronic Components

GROWTH DRIVERS:• Capacity Expansion• Expand Globally

Manufacturer of Hot Runner Systems and Components with a Focus on Providing High Quality Products and Value Added Services

END MARKETS:• Automotive Exterior and

Interior Components • Telecom and Electronic

Components

GROWTH DRIVERS:• Expand Automotive Offerings• Increase Premium Consumer

and Electronics Penetration

Specializes in the Design, Development, and Manufacturing of Customized Hot Runner Systems

END MARKETS:• Packaging• Automotive• Electronics• Medical

GROWTH DRIVERS:• Expand Globally

Technology Leader in the Development of Advanced Process Control Systems for the Plastic Injection Molding Industry

END MARKETS:• Medical• Automotive• Consumer Goods• Electronics• Packaging

GROWTH DRIVERS:• Extend Engineering

Capabilities Across Molding Solutions

-16-

Industrial Segment Brands (continued)

ENGINEERED COMPONENTS NITROGEN GAS PRODUCTS

Pioneer, Leader & Innovator in Engineered Spring & Precision Metal Component Manufacturing

END MARKETS:• Light Vehicle• General Industrial• Household / Whitegoods• Other Transportation

GROWTH DRIVERS:• Advanced Transmission

Offerings• Differentiated Product

Growth

Progressive Stamping, Micro-Stamping, Fine Blanking and Forming from Prototype Building to Complete Assemblies

END MARKETS:• Light Vehicle• General Industrial

GROWTH DRIVERS:• Deliver Automotive GDi

(Gas Direct Injection)• Develop Adjacent

Markets, such as Medical

Develops and Produces a Comprehensive Range of Retaining Rings, Fasteners, Snap Rings and Shims

END MARKETS:• Light Vehicle• General Industrial

GROWTH DRIVERS:• Expand Globally• Enhance Product

Offerings

Manufacturer of Nitrogen Gas Springs and Hydraulic Systems for Automotive Stamping Dies and Demanding Vehicle and Industrial Applications

END MARKETS:• Industrial Equipment for

Transportation, HVAC, Electronics, Whitegoods and Sheet Metal Stamping

GROWTH DRIVERS:• Expand Tool & Die Offerings• Extend Machine & Vehicle

Offerings / Other Adjacent Markets

-17-

Molding Solutions (MS) Growth Strategy

BARNES MOLDING SOLUTIONS

HOT RUNNERS MOLDS CONTROL SYSTEMS

• Manufacture Premium Hot Runners & Molds for Customers Requiring Superior Quality

• Drive Innovative Technologies for High Quality Plastic Parts

• Provide Unmatched Applications and Design Engineering Support

• Bring Reliability of System Supply, Robust Products, and Repeatable Processes for Customer Efficiency

• Be the Best in Industry Service and Repair Support

• Deliver the Lowest Total Cost of Ownership

• Expand Globally

-18-

Engineered Components (EC) Growth Strategy

• Growth through a Synergetic Marketing Value Proposition and

Cross-Brand Collaboration

o Global Sales Team & Global Engineering Support

o Marketing Plan for Cross-BU Synergetic Value Proposition

o Other Synergies (e.g. Supply Chain, Quality, R&D, etc.)

• Expand Innovation Portfolio

-19-

Nitrogen Gas Products (NGP) Growth Strategy

• Drive Innovation to Create Superior Customer Value

• Strengthen Leadership in the Global Tool & Die Market

• Grow Machine & Vehicle / Other Market Adjacencies

• Invest in Technology and Capabilities to Enable Growth

“More controlledforce in less space”

-20-

Aerospace Businesses(with 2015 Segment Sales Contribution)

Note: FAA is the U.S. Federal Aviation Administration, EASA is the European Aviation Safety Agency, and CAAC is the Civil Aviation Administration of China

ORIGINAL EQUIPMENT MANUFACTURING

72%

BARNES AEROSPACE AFTERMARKET28%

• Provides Highly Engineered Machined and Fabricated Components Using Super-alloys

• Concurrent Engineering & NPI Capabilities Deliver Value

Maintenance, Repair, and Overhaul

Spare Parts

• OEM-Source Approved for Rolls Royce, SNECMA, GE and Pratt & Whitney Engines

• FAA/EASA/CAAC Certified Engine Component Repair Stations

• Component Repair Programs (CRPs)

• Revenue Sharing Programs (RSPs)• Selected Aftermarket Spare Parts for

CFM56 and CF6 Engines

-21-

Barnes Aftermarket RSPs and CRPs

CFM56 Family of Engines

2014 2015 2016 2017

3.0

2.5

2.0

1.5

1.0

25

20

15

10

5

02018 2019

2.36

19.7

3.8 3.7 3.63.4 3.3

3.1

20.8 21.9 22.5 22.6 22.2

2.462.66

2.74 2.79 2.82

CF6 Family of Engines

2014 2015 2016 2017

1.0

0.8

0.6

0.4

3

4

2

1

02018 2019

0.890.83 0.84

0.77 0.74

0.65

Shop Visits Fleet Size

Shop Visits Fleet Size

Sources: Shop Visit Forecast and Fleet Size from ICF, Aug’15

Revenue Sharing Programs (RSPs)

• Exclusive Rights to Supply Certain Aftermarket Spare Parts to General Electric (GE)

• Covers Life of CFM56 & CF6 Engine Programs• 13 Agreements, Entered Between 2003 - 2007• Investment of $294M, Amortized as a Reduction of Sales• Quarterly Net Sales Can Vary Due to Inventory Management,

Mix of Engines, Scope of Engine Repair, and Surplus Material for these High Margin Programs

Component Repair Programs (CRPs)

• Provides Licensing Rights from GE for Repair Services of Certain Critical Components which Improve Overall Engine Efficiency

• Covers Life of CFM56, CF6 and CF34 Engine Programs• Allows Access to Serve Global Market as OEM Certified Repair Service• 3 Agreements, Entered Between 2013 - 2015• Investment of $112M, Amortized as a Reduction of Sales• Expands Margin Profile of Aftermarket MRO Business

PROGRAMS ALLOW BARNES AEROSPACE TO PARTICIPATE IN OEM CERTIFIED AFTERMARKET

Esti

mat

ed S

ho

p V

isit

s (0

00

s)Es

tim

ated

Sh

op

Vis

its

(00

0s)

Flee

t Si

ze (

00

0s)

Flee

t Si

ze (

00

0s)

-22-

Shaft Nuts & Gears

EngineCases

RetainerRings

Rotating Air Ducts

HP and LP Shrouds,Hangers and Segments,Machined & Fabricated

Turbine Exhaust Cases, Cones, Cylinders and

Fairings

Combustor Components

Rotating Air/Oil Seals,Vane Rings, Lever Arms

StubShafts

Struts

ManifoldsBearingHousings

Tube andDuct Assemblies

Vane ActuationRings, Lever Arms

Barnes Aerospace Components

-23-

Fan Blade Metal Lead Edges & Tip Caps

Out of Production:

JT-9D (DC10,B747,B767,A310)

JT-8D (DC9,MD80,B727,B737)

PW2000 (B757)

CF6-6 (DC10)

CF6-50 (A300, B747)

Trent 500 (A340)

Trent 800 (B777)

Development:Leap B,C (B737Max,C919)

GE9X (B777X)

PW1000 GTF (Cseries, E Jets, MRJ)

Passport (Global 7000/8000)

Trent 7000 (A330Neo)

Silvercrest (Dassault, Cessna)

DEV. EARLYPROD.

PRODUCT

MATURITYSPARES

PRODUCTIONVOLUME

TIME

COST

OUT OFPRODUCTION

SPARES

NEW EMERGING &

EARLY LIFE CYCLE

PROGRAMS

Mature:CFM56 (B737, A320)

CF6-80C/E (A330, B767)

CF34-3/8 (CRJ, E175)

CF34-10E (E195)

AE3000 (Embraer, Cessna)

V2500 (A320)

PW4000(B767)

Trent700 (A330)

Trent900 (A380)

GP7200 (A380)

GE90-115B (B777)

Early Production:Leap A (A320NEO)

GENX-1B (B787)

PW1000 GTF (A320NEO)

GENX-2B (B747-8)

Trent 1000 (B787)

Trent XWB (A350)

Commercial Aircraft Engine Product Life Cycle

PARTICIPATION THROUGHOUT THE PRODUCT LIFE CYCLE-24-

Appendix: Non-GAAP Financial Measure Reconciliation($ in Thousands, Unaudited)

2015 2014 2013 2012 (1)

CONSOLIDATED RESULTS

Operating Income (GAAP) 168,396$ 179,974$ 123,201$ 107,131$

Synventive short-term purchase accounting adjustments - - - 4,987

Männer short-term purchase accounting adjustments 1,481 8,504 5,456 -

Thermoplay short-term purchase accounting adjustments 1,167 - - -

Acquisition transaction costs 970 - 1,823 912

Restructuring/reduction in force charges 4,222 6,020 - -

Contract termination dispute charge 2,788 - - -

Pension lump-sum settlement charge 9,856 - - -

CEO transition costs - - 10,492 -

Operating Income as adjusted (Non-GAAP) (2)188,880$ 194,498$ 140,972$ 113,030$

Operating Margin (GAAP) 14.1% 14.3% 11.3% 11.5%

Operating Margin as adjusted (Non-GAAP) (2)15.8% 15.4% 12.9% 12.2%

Diluted Income from Continuing Operations per Share (GAAP) 2.19$ 2.16$ 1.31$ 1.44$

Synventive short-term purchase accounting adjustments - - - 0.07

Männer short-term purchase accounting adjustments 0.02 0.11 0.07 -

Thermoplay short-term purchase accounting adjustments 0.01 - - -

Acquisition transaction costs 0.02 - 0.03 0.01

Restructuring/reduction in force charges 0.05 0.07 - -

Contract termination dispute charge 0.03 - - -

Pension lump-sum settlement charge 0.11 - - -

Tax benefit recognized for refund of withholding taxes (0.05) - - -

CEO transition costs - - 0.12 -

April 2013 tax court decision - - 0.30 -

Diluted Income from Continuing Operations per Share as adjusted

(Non-GAAP) (2)2.38$ 2.34$ 1.83$ 1.52$

Twelve months ended December 31,

2015

2014

2013

2012

(1) Results for 2012 have been adjusted on a retrospective basis to reflect the impact of the BDNA discontinued operations.

(2) The Company has excluded the following from its historical "as adjusted" financial measurements:

The tax effect of these items was calculated based on the respective tax jurisdiction of each item. Management believes that these

adjustments provide the Company and its investors with an indication of our baseline performance excluding items that are not

considered to be reflective of our ongoing results. Management does not intend results excluding the adjustments to represent

results as defined by GAAP, and the reader should not consider it as an alternative measurement calculated in accordance with

GAAP, or as an indicator of the Company's performance. Accordingly, the measurements have limitations depending on their use.

1) Short-term purchase accounting adjustments related to its Männer and Thermoplay acquisitions, 2) transaction costs

related to its Thermoplay and Priamus acquisitions, 3) restructuring and workforce reduction charges, 4) certain charges

recorded in the Aerospace segment in the third quarter of 2015 related to a contract termination dispute following a customer

sourcing decision, 5) pension lump-sum settlement charge recorded in 2015 and 6) a tax benefit recognized in the third quarter

of 2015 related to a refund of withholding taxes that were previously paid and included in tax expense in prior years.

1) Short-term purchase accounting adjustments related to its Männer acquisition and 2) restructuring charges related to the

closure of production operations at its Associated Spring facil ity located in Saline, Michigan.

1) Short-term purchase accounting adjustments related to its Männer acquisition, 2) transaction costs related to its Männer

acquisition, 3) CEO transition costs associated with the modification of outstanding equity awards and 4) the tax charge

associated with the April 2013 tax court decision.

1) Short-term purchase accounting adjustments related to its Synventive acquisition and 2) transaction costs related to its

Synventive acquisition.

-25-

Appendix: Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow($ in Thousands, Unaudited)

2015 2014 2013 2012

Free cash flow:

Net cash provided by operating activities 209,895$ 186,898$ 10,090$ 136,377$

Capital expenditures (45,982) (57,365) (57,304) (37,787)

Free cash flow(1)163,913$ 129,533$ (47,214)$ 98,590$

Free cash flow to net income cash conversion ratio (as adjusted):

Free cash flow (from above) 163,913$ 129,533$ (47,214)$ 98,590$

Income tax payments related to the gain on the sale of BDNA - - 130,004 -

Income tax reduction related to the gain on the sale of BDNA - (12,608) - -

Free cash flow (as adjusted)(2)163,913 116,925 82,790 98,590

Net income 121,380 118,370 270,527 95,249

Gain on the sale of BDNA, net of tax - - (195,317) -

Pension lump-sum settlement charge, net of tax 6,182 - - -

Net income (as adjusted)(2)127,562$ 118,370$ 75,210$ 95,249$

Free cash flow to net income cash conversion ratio (as adjusted) (2)128% 99% 110% 104%

Twelve months ended December 31,

Notes:

2015

Pens ion lump-sum settlement charge, net of tax, from net income.

2014

2013

The uti l i zation of the year-end 2013 income tax receivable (related to the ga in on the sa le of BDNA) to offset the 2014 payments

from free cash flow.

The income tax payments related to the ga in on the sa le of BDNA made during 2013 from free cash flow and the ga in on the sa le

of BDNA from net income.

(1) The Company defines free cash flow as net cash provided by operating activi ties less capita l expenditures . The Company

bel ieves that the free cash flow metric i s useful to investors and management as a measure of cash generated by bus iness

operations that can be used to invest in future growth, pay dividends , repurchase s tock and reduce debt. This metric can a lso be

used to evaluate the Company's abi l i ty to generate cash flow from bus iness operations and the impact that this cash flow has on

the Company's l iquidi ty.

(2) For the purpose of ca lculating the cash convers ion ratio, the Company has excluded the fol lowing:

-26-

Appendix: Non-GAAP Forecast Financial Measure Reconciliation

Notes:(1) The financial impact of the announced FOBOHA acquisition has not been included in the Company’s 2016 Outlook.

(2) The Company has excluded the following from its "as adjusted" financial outlook : contract termination dispute charges for 2016. The tax effect of this item was calculated at 37%. Management believes that these adjustments provide the Company and its investors with an indication of our baseline performance excluding items that are not considered to be reflective of our ongoing results. Management does not intend results excluding the adjustments to represent results as defined by GAAP, and the reader should not consider it as an alternative measurement calculated in accordance with GAAP, or as an indicator of the Company's performance. Accordingly, the measurements have limitations depending on their use.

Diluted Net Income per Share (GAAP) 2.43$ to 2.53$

Contract Termination Dispute Charges 0.03

Diluted Net Income per Share as adjusted (Non-GAAP) (2)2.46$ to 2.56$

Full-Year 2016 Outlook (1)

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Forward-Looking Statements

This presentation contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements often address our expected future operating and financial performance and financial condition, and often contain words such as "anticipate," "believe," "expect," "plan," "estimate," "project," and similar terms. Among others, our sales outlook, backlog, aircraft utilization, demographics, exchange rate assumptions, sales per aircraft and guidance are all forward-looking statements. These forward-looking statements do not constitute guarantees of future performance and are subject to a variety of risks and uncertainties that may cause actual results to differ materially from those expressed in the forward-looking statements. These include, among others: difficulty maintaining relationships with employees, including unionized employees, customers, distributors, suppliers, business partners or governmental entities; failure to successfully negotiate collective bargaining agreements or potential strikes, work stoppages or other similar events; changes in market demand for our products and services; rapid technological and market change; the ability to protect intellectual property rights; introduction or development of new products or transfer of work; higher risks in international operations and markets; the impact of intense competition; acts of terrorism, cybersecurity attacks or intrusions that could adversely impact our businesses; uncertainties relating to conditions in financial markets; currency fluctuations and foreign currency exposure; future financial performance of the industries or customers that we serve; our dependence upon revenues and earnings from a small number of significant customers; a major loss of customers; inability to realize expected sales or profits from existing backlog or consistent with projected sales per aircraft due to a range of factors, including changes in customer sourcing decisions, materials, material costs, part design, quantity of parts per engine, percentage of work directed to us, engine spares, cost schedules, production schedules and volumes of specific programs; the impact of government budget and funding decisions; changes in raw material or product prices and availability; integration of acquired businesses; restructuring costs or savings; the continuing impact of prior acquisitions and divestitures, and any other future strategic actions, including acquisitions, divestitures, restructurings, or strategic business realignments, including the planned acquisition of the FOBOHA business, and our ability to achieve the financial and operational targets set in connection with any such actions; the outcome of pending and future legal, governmental, or regulatory proceedings and contingencies and uninsured claims, including the arbitration proceedings involving Triumph Actuation Systems - Yakima, LLC; future repurchases of common stock; future levels of indebtedness; and numerous other matters of a global, regional or national scale, including those of a political, economic, business, competitive,environmental, regulatory and public health nature; and other risks and uncertainties described in documents filed with or furnished to the Securities and Exchange Commission ("SEC") by the Company, including, among others, those in the Management's Discussion and Analysis of Financial Condition and Results of Operations and Risk Factors sections of the Company's filings. The Company assumes no obligation to update its forward-looking statements.

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