OVERVIEW



Please refer to the Overview in the Management's Discussion and Analysis of
Financial Condition and Results of Operations in the Company's Annual Report on
Form 10-K for the year ended December 31, 2019. The Annual Report on Form 10-K
and other documents related to the Company are located on the Company's website:
www.bginc.com.

Second Quarter Highlights

The Company reported net sales of $235.5 million in the second quarter of 2020,
a decrease of $136.1 million or 36.6%, from the second quarter of 2019. Organic
sales decreased by $119.2 million, or 32.1%, including decreases of $51.4
million at Industrial and $67.8 million at Aerospace, largely due to a volume
decrease resulting from the significant impacts of the COVID-19 pandemic (see
below). The Company completed the sale of its Seeger business on February 1,
2020, reducing sales by $14.3 million during the second quarter of 2020 relative
to the prior year period. The strengthening of the U.S. dollar against foreign
currencies decreased net sales within the Industrial segment by approximately
$2.7 million. Operating margins decreased from 15.3% in the 2019 period to 4.3%
in the current period, largely a result of lower sales volumes and $17.7 million
of pre-tax charges related to restructuring and workforce reduction actions,
partially offset by cost initiatives including employee furloughs, temporary
salaried employee pay reductions, reductions in overtime, discretionary spending
initiatives and the absence of short-term purchase accounting adjustments
related to the acquisition of Gimatic. An additional $0.5 million of
restructuring charges, as it relates to a pension curtailment charge, were also
recorded to other expense (income) during the second quarter of 2020.

Impact of Coronavirus



In December 2019, an outbreak of a novel strain of coronavirus ("COVID-19")
began in Wuhan, China, and was subsequently declared a pandemic by the World
Health Organization. The outbreak and a continued spread of the global COVID-19
pandemic has resulted in a substantial curtailment of business activities
worldwide and has caused weakened economic conditions, both in the United States
and abroad. As part of growing efforts to contain the spread of COVID-19 during
the first quarter of 2020, a number of state, local and foreign governments
imposed various restrictions on the conduct of business and travel. Certain of
these restrictions remained in place throughout the second quarter of 2020. The
Company's global manufacturing operations of essential systems and components
continued at reduced levels throughout the second quarter, with minimal plant
closures. As a result of the COVID-19 pandemic and in support of continuing its
manufacturing efforts, the Company has undertaken a number of steps to protect
its employees, suppliers and customers. The Company's global supply chain
management team continues to monitor and manage its ability to operate
effectively and, to date, the Company has not experienced any significant
disruptions within its supply chain. Ongoing communications with the Company's
suppliers to identify and mitigate risk and to manage inventory levels will
continue. Notwithstanding the Company's continued operations, the COVID-19
pandemic has clearly had and may have further negative impacts on its
operations, customers and supply chain despite the preventative and
precautionary measures being taken.

The Company currently maintains sufficient liquidity and will continue to
evaluate ways to enhance its liquidity position as it navigates through the
disrupted business environment that has resulted from COVID-19. At June 30,
2020, the Company held $74.2 million in cash and cash equivalents and had $392.7
million of undrawn borrowing capacity under its $1,000.0 million Amended Credit
Facility, subject to covenants in the Company's revolving debt agreements
(limited by the covenants to $260.9 million). The Company remained in compliance
with all covenants under its revolving Credit Agreement, which matures in
February 2022, as of June 30, 2020, and anticipates continued compliance in each
of the next four quarters. At this time, the Company has not drawn on its debt
agreements as it believes the availability of those funds are not at risk given
the strength of the underlying bank syndicate. The Company does not currently
anticipate requiring any additional debt facilities. Given the current
environment, the Company is closely monitoring its cash generation, usage and
preservation including the management of working capital to generate cash. To
better align costs with the current business environment, the Company has taken
several actions, which include restructuring and workforce reductions. A
resulting pre-tax charge of $18.2 million was recorded in the second quarter of
2020, primarily related to these actions. See additional discussion regarding
these actions within "Item 2 - Results of Operations". Additional cost savings
initiatives include temporary reductions in compensation for salaried employees
including Company officers and Board directors, employee furloughs and
reductions in discretionary expenses. As well, management has suspended share
repurchase activity. See additional discussion regarding liquidity within "Item
2 - Liquidity and Capital Resources".

Entering 2020, automotive, tool and die, and personal care and packaging end
markets were experiencing lingering softness. Given the onset of the COVID-19
pandemic, sales pressure increased significantly further within these markets.
Medical end

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markets in which the Company participates are expected to remain favorable. Aerospace end markets remained strong entering 2020, however sales for the segment declined nearly 50% in the second quarter of 2020 as compared with the prior year period.



The Company anticipates continued sales pressure within OEM as certain aircraft
programs have been delayed as a result of COVID-19. Within the aftermarket
businesses, aircraft are being removed from service and utilization is reduced,
impacting the more profitable repair and overhaul and spare parts businesses.
See additional discussion regarding the anticipated financial impact of COVID-19
within "Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations - Outlooks".

RESULTS OF OPERATIONS

Net Sales
                          Three Months Ended                             Six Months Ended
                               June 30,                                      June 30,
(in millions)   2020       2019            Change             2020       2019            Change
Industrial    $ 165.0    $ 233.4    $  (68.4 )   (29.3 )%   $ 364.1    $ 475.9    $ (111.8 )   (23.5 )%
Aerospace        70.5      138.3       (67.8 )   (49.0 )%     202.1      272.5       (70.4 )   (25.8 )%
Total         $ 235.5    $ 371.7    $ (136.1 )   (36.6 )%   $ 566.2    $ 748.4    $ (182.2 )   (24.3 )%



The global COVID-19 pandemic began to impact sales during the first quarter of
2020. Beginning late in the first quarter, Industrial and Aerospace business
units began to experience the negative impact on demand for certain products and
services due to COVID-19's disruption of global manufacturing and consumer
spending. The Company's global manufacturing of essential systems and
components, in certain regions, operated at reduced levels during the first
quarter. As described further below, the impacts of COVID-19 significantly
increased during the second quarter of 2020. Manufacturing operations returned
to normalized capacity in most regions during the second quarter, however
customer orders and corresponding demand for product deteriorated further
throughout the second quarter, impacting sales volumes accordingly. The current
situation remains very dynamic, and therefore visibility of future operations
remains challenged.

The Company reported net sales of $235.5 million in the second quarter of 2020,
a decrease of $136.1 million or 36.6%, from the second quarter of 2019. Organic
sales decreased by $119.2 million, or 32.1%, including decreases of $51.4
million at Industrial and $67.8 million at Aerospace. The decrease at Industrial
was driven by organic sales declines within each of the Industrial business
units, driven primarily by the impact of the COVID-19 pandemic. Softness in
automotive end markets continued into the second quarter of 2020, reflecting the
impacts of both COVID-19 and broader global economic uncertainty. Potential
changes in regulatory requirements related to personal care and packaging
markets also impacted Industrial sales, partially offset by increased volumes
within medical end markets. The Company completed the sale of its Seeger
business on February 1, 2020, reducing sales by $14.3 million during the second
quarter of 2020 relative to the prior year period. The decrease at Aerospace was
driven by declines in sales within both the original equipment manufacturing
("OEM") and the aftermarket businesses, resulting primarily from a global
slowdown in aerospace markets driven by COVID-19, and more specifically a
resultant decline in aircraft utilization and the removal of aircraft from
service by certain airlines. See additional discussion related to the
anticipated financial impacts of COVID-19 within the segment outlooks below. See
discussion related to COVID-19's risk on the Company's Consolidated Financial
Statements within Part II, Item 1A. The strengthening of the U.S. dollar against
foreign currencies decreased net sales within the Industrial segment by
approximately $2.7 million.

The Company reported net sales of $566.2 million in the first half of 2020, a
decrease of $182.2 million, or 24.3%, from the first half of 2019. Organic sales
decreased by $150.4 million driven by decreases of $80.0 million at Industrial
and $70.4 million at Aerospace. The sale of Seeger resulted in reduced sales of
$24.6 million within the Industrial segment during the first half of 2020. The
strengthening of the U.S. dollar against foreign currencies decreased net sales
within the Industrial segment by approximately $7.2 million. The decreases at
Industrial and Aerospace were driven by organic sales declines within the each
of the business units, again, due primarily to the impact of COVID-19 on our
corresponding end markets within each segment.









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Expenses and Operating Income


                              Three Months Ended                                Six Months Ended
                                   June 30,                                         June 30,
(in millions)      2020        2019             Change             2020        2019              Change
Cost of sales    $ 147.1     $ 238.3     $ (91.2 )    (38.3 )%   $ 355.3     $ 482.9     $ (127.6 )    (26.4 )%
% sales             62.4 %      64.1 %                              62.8 %      64.5 %
Gross profit (1) $  88.5     $ 133.4     $ (44.9 )    (33.7 )%   $ 210.9     $ 265.4     $  (54.5 )    (20.5 )%
% sales             37.6 %      35.9 %                              37.2 %      35.5 %
Selling and
administrative
expenses         $  78.4     $  76.4     $   2.0        2.6  %   $ 151.5     $ 157.8     $   (6.3 )     (4.0 )%
% sales             33.3 %      20.6 %                              26.8 %      21.1 %
Operating income $  10.1     $  57.0     $ (46.8 )    (82.2 )%   $  59.4     $ 107.6     $  (48.2 )    (44.8 )%
% sales              4.3 %      15.3 %                              10.5 %      14.4 %



(1) Sales less cost of sales.

Cost of sales in the second quarter of 2020 decreased 38.3% from the 2019 period
and gross profit margin increased from 35.9% in the 2019 period to 37.6% in the
2020 period. Gross margins improved at Industrial and declined at Aerospace. At
Industrial, gross profit decreased primarily as a result of the reduced profit
contribution of lower sales volumes. Gross margin at Industrial, however,
increased during the 2020 period, driven primarily by cost initiatives that
included employee furloughs, workforce reductions and discretionary spending
initiatives. The second quarter of 2019 included $1.4 million of short-term
purchase accounting adjustments related to the acquisition of Gimatic. Within
Aerospace, lower volumes within the maintenance overhaul and repair and spare
parts businesses, in particular, contributed to declines in both gross profit
and gross margin during the second quarter of 2020. Selling and administrative
expenses in the second quarter of 2020 increased 2.6% from the 2019 period on
significantly lower sales, primarily due to $17.7 million of pre-tax charges
related to restructuring and workforce reduction actions, partially offset by
cost initiatives that included employee furloughs, temporary salaried employee
pay reductions and discretionary spending initiatives, combined with the impact
of lower sales volumes. Lower amortization of certain intangibles related to
earlier acquisitions and a reduction in employee related costs (including lower
incentive compensation) also benefited the 2020 period. As a percentage of
sales, selling and administrative costs increased from 20.6% in the second
quarter of 2019 to 33.3% in the 2020 period. Operating income in the second
quarter of 2020 decreased by 82.2% to $10.1 million compared with the second
quarter of 2019 and operating income margin decreased from 15.3% to 4.3%,
primarily driven by the charges described above.

Cost of sales in the first half of 2020 decreased 26.4% from the 2019 period,
while gross profit margin increased from 35.5% in the 2019 period to 37.2% in
the 2020 period. Gross margins improved at Aerospace and at Industrial. At
Industrial, the gross margin increase during the first half of 2020 was
primarily driven by the cost savings initiatives during the second quarter of
2020, as described above, combined with the absence of $5.4 million of
short-term purchase accounting adjustments related to the acquisition of
Gimatic. Within Aerospace, a reduction in gross profit in the first half of 2020
was driven by significantly lower volumes across the OEM and aftermarket
businesses during the second quarter. Selling and administrative expenses in
the first half of 2020 decreased 4.0% from the 2019 period. This reduction was
driven partially by lower sales volumes, combined with cost savings initiatives
during the second quarter of 2020, as described above. Also benefiting the
current period was lower amortization of certain intangibles related to earlier
acquisitions and a reduction in employee related costs (including lower
incentive compensation). As a percentage of sales, selling and administrative
costs increased from 21.1% in the first half of 2019 to 26.8% in
the 2020 period. Operating income in the first half of 2020 decreased 44.8%
to $59.4 million from the first half of 2019 and operating income margin
decreased from 14.4% in the 2019 period to 10.5% in the 2020 period, primarily
driven by the items noted above.

Interest expense
Interest expense decreased by $1.5 million in the second quarter of 2020 and by
$2.3 million in the first half of 2020 as compared with the prior year periods,
primarily a result of decreased average borrowings and lower average interest
rates.

Other expense (income), net
Other expense (income), net in the second quarter of 2020 was $1.1 million
compared to $1.7 million in the second quarter of 2019. Other expense (income)
in the current period included a foreign currency loss of $0.4 million as
compared with a foreign currency loss of $1.0 million in the 2019 period. Other
expense (income), net in the first half of 2020 was $2.7 million

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compared to $3.5 million in the first half of 2019. Foreign currency losses of
$0.1 million in the first half of 2020 compared with foreign currency losses of
$2.1 million in the first half of 2019.

Income Taxes



The Company's effective tax rate for the first half of 2020 was 37.6% compared
with 23.5% in the first half of 2019 and 23.4% for the full year 2019 (effective
tax rates of 31.5% and 89.0% in the first and second quarters of 2020,
respectively). The increase in the first half of 2020 effective tax rate from
the full year 2019 rate is primarily due to a decrease in projected earnings in
jurisdictions with lower rates and the recognition of tax expense related to the
completed sale of the Seeger business during the first quarter of 2020 ($4.2
million), partially offset by a benefit related to a refund of withholding taxes
that were previously paid and included in tax expense in prior years and a
reduction of the statutory tax rate at one of our international operations, both
of which were recognized in the first quarter of 2020. The full year 2020
effective tax rate is forecasted to approximate 34%, which includes the
recognition of tax expense related to the sale of the Seeger business.

The Aerospace and Industrial segments have a number of multi-year tax holidays
in Singapore and China. These holidays are subject to the Company meeting
certain commitments in the respective jurisdictions. Aerospace was granted an
income tax holiday for operations recently established in Malaysia. The Company
currently anticipates the holiday to begin in September of 2020, however, due to
the impact of the COVID-19 pandemic, the start date of the holiday may be
delayed. The holiday will remain effective for ten years.

Income and Income per Share
                                    Three Months Ended
                                         June 30,                            Six months ended June 30,
(in millions, except
per share)                2020       2019            Change            2020       2019            Change
Net income              $  0.6     $ 37.6     $ (37.0 )   (98.5 )%   $ 30.3     $ 71.6     $ (41.3 )   (57.7 )%
Net income per common
share:
Basic                   $ 0.01     $ 0.73     $ (0.72 )   (98.6 )%   $ 0.60     $ 1.39     $ (0.79 )   (56.8 )%
Diluted                   0.01       0.73       (0.72 )   (98.6 )%     0.59       1.38       (0.79 )   (57.2 )%
Weighted average common
shares outstanding:
Basic                     50.8       51.3        (0.5 )    (0.9 )%     50.9       51.5        (0.5 )    (1.1 )%
Diluted                   51.0       51.7        (0.7 )    (1.4 )%     51.2       52.0        (0.8 )    (1.5 )%



Basic and diluted net income per common share decreased for the three and six
month periods as compared to 2019. The decreases were due to the decreases in
net income for the periods and were partially offset by the impact of reductions
in both basic and diluted weighted average common shares outstanding which
decreased due to the repurchase of 900,000 and 396,000 shares during 2019 and
2020, respectively, as part of the Company's publicly announced Repurchase
Program. The impact of the repurchased shares was partially offset by the
issuance of additional shares for employee stock plans.

Financial Performance by Business Segment



Industrial
                               Three Months Ended                                Six Months Ended
                                    June 30,                                         June 30,
(in millions)       2020        2019             Change             2020        2019              Change
Sales            $ 165.0      $ 233.4     $ (68.4 )    (29.3 )%   $ 364.1     $ 475.9     $ (111.8 )    (23.5 )%
Operating (loss)
profit              (0.3 )       27.4       (27.7 )   (101.1 )%      17.6        48.9        (31.3 )    (64.0 )%
Operating margin    (0.2 )%      11.8 %                               4.8 %      10.3 %



Sales at Industrial were $165.0 million in the second quarter of 2020, a $68.4
million, or 29.3% decrease from the second quarter of 2019. Organic sales
decreased by $51.4 million, or 22.0%, during the 2020 period, driven by lower
sales within each of the businesses, primarily driven by the impact of the
global COVID-19 pandemic. Softness in automotive end markets continued into the
second quarter of 2020, driven by lower global auto production rates and delays
in automotive model change releases, driven by the impacts of both COVID-19 and
broader economic uncertainty. Sales within the personal care and

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packaging markets continued to be impacted by proposed environmental regulations
affecting product and packaging composition and disposability. Increased volumes
within the medical end market, however, partially offset the automotive,
personal care and packaging related volume declines. The Company completed the
sale of its Seeger business in February 2020, reducing sales by $14.3 million
during the second quarter of 2020 relative to the prior year period. See
additional discussion below and within Part II, Item 1A. Foreign currency
decreased sales by approximately $2.7 million as the U.S. dollar strengthened
against foreign currencies. During the first half of 2020, this segment reported
sales of $364.1 million, a 23.5% decrease from the first half of 2019. Organic
sales decreased by $80.0 million, or 16.8%, during the 2020 period, primarily a
result of COVID-19 and automotive related declines in sales within each of the
businesses. The divestiture of Seeger reduced sales by $24.6 million during the
first half of 2020 relative to the prior year period, whereas foreign currency
decreased sales by approximately $7.2 million as the U.S. dollar strengthened
against foreign currencies.

The operating loss in the second quarter of 2020 at Industrial was $0.3 million,
a decrease of $27.7 million from the second quarter operating profit of $27.4
million in 2019. Operating profit was negatively impacted by the lower profit
contribution of declining organic sales volumes resulting from COVID-19 and
$15.8 million of charges related primarily to employee severance and other
termination benefits, partially offset by cost initiatives that include employee
furloughs, temporary salaried employee pay reductions and discretionary spending
initiatives. Lower amortization of certain intangibles related to earlier
acquisitions and a reduction in employee related costs (including lower
incentive compensation) partially offset the profit impact of lower volumes and
restructuring charges. The second quarter of 2019 included $1.4 million of
short-term purchase accounting adjustments related to the acquisition of
Gimatic. Operating margin decreased from 11.8% in the 2019 period to (0.2)% in
the 2020 period, driven primarily by the items described above. Operating profit
in the first half of 2020 was $17.6 million, a decrease of $31.3 million from
the first half of 2019, driven by the profit impact of lower organic sales,
$15.8 million of restructuring charges and $2.4 million of divestiture charges
related to the completion of the Seeger sale, partially offset by cost
initiatives that include employee furloughs, temporary salaried employee pay
reductions and discretionary spending initiatives. Lower intangible amortization
and a reduction in employee related costs (including lower incentive
compensation) partially offset the profit impact of lower volumes and
restructuring charges during the first half of 2020. The first half of 2019
included $5.4 million of short-term purchase accounting adjustments related to
the acquisition of Gimatic and a favorable $2.6 million settlement related to a
commercial matter. Operating margin decreased from 10.3% in the 2019 period
to 4.8% in the 2020 period, primarily a result of the items described above.

Outlook: In Industrial, management remains focused on generating organic sales
growth through the introduction of new products and services and by leveraging
the benefits of its diversified products and global industrial end-markets,
however the onset of the COVID-19 pandemic has presented new challenges for the
Company during the second quarter. Our ability to generate sales growth is
subject to recent disruptions within the global markets served by all of our
businesses. Entering 2020, automotive, tool and die, and personal care and
packaging end markets were experiencing lingering softness. Given the onset of
COVID-19, sales pressure increased further within these markets, as described
above. Markets within our key regions of China, Europe and North America have
recently begun to indicate signs of recovery, however markets remain challenged
given continued restrictions on business and travel. Several automotive plants,
including plants operated by certain of our more significant customers,
experienced closures during the first half of 2020. Although a majority of these
facilities have since returned to production, demand and manufacturing capacity
has clearly been impacted based on actions taken across our end-markets. General
industrial end markets remain relatively soft, however it is expected that these
markets will recover slowly as the global economic environment improves. Medical
end markets are expected to remain favorable. For overall industrial
end-markets, the manufacturing Purchasing Managers' Index ("PMI") has reflected
the impacts of COVID-19. PMI within the regions of North America, Europe and
China had deteriorated to below 50 (indicating contraction) between December 31,
2019 and March 31, 2020, reflecting the impacts of COVID-19. PMIs subsequently
recovered through June 30, 2020, however, with China above 50 and the Europe and
North America regions improving, though remaining below 50. Within our Molding
Solutions business, the global medical market remains healthy, while the
automotive hot runner market remains soft given the delay in model launches by
automotive original equipment manufacturers, further intensified by the impacts
of COVID-19. Proposed environmental regulations affecting product and packaging
composition and disposability may continue to impact sales within these end
markets. Overall industrial end-markets may also be impacted by uncertainty
related to current and proposed tariffs announced by the United States and the
China governments, although developments in this area have been muted given the
global shift in focus to combating COVID-19. As noted above, our first half
sales were negatively impacted by $7.2 million from fluctuations in foreign
currencies. To the extent that the U.S. dollar fluctuates relative to other
foreign currencies, our sales may continue to be impacted by foreign currency
relative to the prior year periods. The relative impact on operating profit is
not expected to be as significant as the impact on sales as most of our
businesses have expenses primarily denominated in local currencies, where their
revenues reside, however operating margins may be impacted. Although the
Company's near-term focus remains on the preservation of cash and liquidity
given the disruption caused by COVID-19, the Company also remains focused long
term on sales growth through acquisition and expanding geographic reach.
Strategic investments in new technologies, manufacturing processes and product
development are expected to provide incremental benefits over the long term and
management continues to evaluate such opportunities.

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Given the recent pressures on sales growth resulting from COVID-19, the Company
is focused on the proactive management of costs as it takes action to mitigate
the impacts on operating profit. Management also remains focused on strategic
investments and new product and process introductions, as well as driving
productivity by leveraging the Barnes Enterprise System. Recent cost saving
initiatives that were taken during the second quarter of 2020 include the
workforce reductions described above, in addition to employee furloughs,
temporary salaried employee pay reductions and discretionary spending
initiatives. Management will continue to explore opportunities for additional
cost savings throughout the remainder of 2020, including working closely with
vendors and customers as it relates to the timing of deliveries and pricing
initiatives. It is anticipated that operating profit will continue to be
impacted by changes in sales volume noted above, mix and pricing, and the levels
of short term investments made within each of the Industrial businesses.
Operating profit may also be impacted by enactment of or changes in tariffs,
trade agreements and trade policies that may affect the cost and/or availability
of goods, including aluminum and steel. Costs associated with new product and
process introductions, restructuring and other cost initiatives, strategic
investments and the integration of acquisitions may negatively impact operating
profit.

Aerospace
                             Three Months Ended                              Six Months Ended
                                  June 30,                                       June 30,
(in millions)      2020       2019             Change            2020        2019             Change
Sales            $ 70.5     $ 138.3     $ (67.8 )   (49.0 )%   $ 202.1     $ 272.5     $ (70.4 )   (25.8 )%
Operating profit   10.4        29.5       (19.1 )   (64.7 )%      41.8        58.7       (16.9 )   (28.8 )%
Operating margin   14.8 %      21.4 %                             20.7 %      21.5 %



The Aerospace segment reported sales of $70.5 million in the second quarter of
2020, a 49.0% decrease from the second quarter of 2019. Sales declined within
both the OEM and the aftermarket businesses. The decline in OEM sales was
largely attributed to the global COVID-19 pandemic which severely impacted the
aerospace industry in the second quarter and, to a lesser extent, 737 Max
aircraft delays, following a suspension of production by Boeing. OEM sales, more
specifically, were impacted by a reduction in engine and airframe build
schedules, in addition to growing levels of inventory that already exist within
the supply chain. Sales within the aftermarket repair and overhaul ("MRO") and
spare parts businesses also declined during the second quarter of 2020 as
airline traffic and aircraft utilization declined severely as a result of
COVID-19, with the removal of aircraft from service by certain airlines
resulting in unprecedented reductions in demand. See additional discussion below
and within Part II, Item 1A. Sales within the segment are largely denominated in
U.S. dollars and therefore were not significantly impacted by changes in foreign
currency. During the first half of 2020, the Aerospace segment reported sales
of $202.1 million, a 25.8% decrease from the first half of 2019, also driven by
decline within each of the Aerospace businesses. The sales decline during
the first half of 2020 also resulted from lower sales volumes due to the impact
of COVID-19, as noted above.

Operating profit at Aerospace in the second quarter of 2020 decreased 64.7% from
the second quarter of 2019 to $10.4 million. The operating profit decrease
resulted from the profit impact of lower volumes within each of the businesses,
as discussed above, and $1.9 million of restructuring charges, primarily
employee severance and other termination benefits, partially offset by cost
savings initiatives including employee furloughs, temporary pay reductions
within leadership, lower overtime and discretionary spending initiatives.
Reductions in employee related costs (including lower incentive compensation)
also serve as a partial offset to the profit impact of lower volumes and
restructuring charges. Operating margin decreased from 21.4% in the 2019 period
to 14.8% in the 2020 period primarily as a result of lower demand across the
businesses. Operating profit in the first half of 2020 decreased 28.8% from
the first half of 2019 to $41.8 million, also driven by lower sales volumes
across the businesses.

Outlook: Sales in the Aerospace OEM business are based on the general state of
the aerospace market driven by the worldwide economy and are supported by its
order backlog through participation in certain strategic commercial and military
engine and airframe programs. With the onset of the COVID-19 pandemic,
previously strong aerospace end markets have recently come under increased
pressure, driving an OEM sales decline of over 50% in the second quarter of
2020. The OEM business is continuing to experience challenges in July 2020 based
on lower aircraft demand and production cuts at Boeing and Airbus. The duration
and depth of the aerospace market disruptions are not determinable at this time.
Aerospace management continues to work with customers to evaluate engine and
airframe build schedules, giving management the ability to react timely to such
changes. Management is also working closely with suppliers to align raw material
schedules with production requirements. Backlog at OEM was $555.2 million at
June 30, 2020, a decrease of 30.7% since December 31, 2019, at which time
backlog was $800.7 million (21.0% decline from backlog of $703.1 million as of
March 31, 2020), with a significant portion of this decline resulting from
changes in General Electric and Rolls-Royce production schedules for aircraft
engines. If the COVID-19

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pandemic continues to have a material impact on the aviation industry, including
our more significant OEM customers, it will continue to materially affect our
Aerospace business and results of operations. Backlog may decline further as
Aerospace customers adjust orders based on their changing aircraft production
schedules. Approximately 45% of OEM backlog is currently scheduled to ship in
the next 12 months. The Aerospace OEM business may also be impacted by changes
in the content levels on certain platforms, changes in customer sourcing
decisions, adjustments to customer inventory levels, commodity availability and
pricing, vendor sourcing capacity and the use of alternate materials. Additional
impacts may include the redesign of parts, quantity of parts per engine, cost
schedules agreed to under contract with the engine manufacturers, as well as the
pursuit and duration of new programs.

In the Aerospace aftermarket business, the global COVID-19 pandemic is impacting
previously strong aerospace end markets. Significantly reduced aircraft
utilization, increased levels of aircraft being removed from service, and
reduced airline profitability are expected to negatively impact our business on
a go forward basis. Sales in the Aerospace aftermarket business may continue to
be impacted by inventory management and changes in customer sourcing, deferred
or limited maintenance activity during engine shop visits and the use of surplus
(used) material during the engine repair and overhaul process. Management
believes that its Aerospace aftermarket business continues to be competitively
positioned based on well-established long-term customer relationships, including
maintenance and repair contracts in the MRO business and long-term Revenue
Sharing Programs ("RSPs") and Component Repair Programs ("CRPs"). The MRO
business may also be potentially impacted by airlines that closely manage their
aftermarket costs as engine performance and quality improves. Fluctuations in
fuel costs and their impact on airline profitability and behaviors within the
aerospace industry could also impact levels and frequency of aircraft
maintenance and overhaul activities, and airlines' decisions on maintaining,
deferring or canceling new aircraft purchases, in part based on the economics
associated with new fuel efficient technologies.

Given the recent pressures on sales growth resulting from COVID-19, the Company
is focused on the proactive management of costs as it takes action to mitigate
continued pressure on operating profit. Recent cost saving initiatives that were
taken during the second quarter of 2020 include the workforce reductions
described above, in addition to employee furloughs, reduced overtime, temporary
pay reductions within leadership and discretionary spending initiatives.
Aerospace will continue to explore opportunities for additional cost savings
throughout the remainder of 2020, including working closely with vendors and
customers as it relates to the timing of deliveries and pricing initiatives.
Management also remains focused on strategic investments and new product and
process introductions. Maintaining productivity through the application of the
Barnes Enterprise System continues as a key initiative. Operating profit is
expected to be affected by the impact of the changes in sales volume noted
above, mix and pricing, particularly as they relate to the higher profit
aftermarket RSP spare parts business, and investments made in each of its
businesses. Operating profits may also be impacted by potential changes in
tariffs, trade agreements and trade policies that may affect the cost and/or
availability of goods. Costs associated with new product and process
introductions, the physical transfer of work to other global regions, additional
productivity initiatives and restructuring activities may also negatively impact
operating profit.

LIQUIDITY AND CAPITAL RESOURCES



Management assesses the Company's liquidity in terms of its overall ability to
generate cash to fund its operating and investing activities. Of particular
importance in the management of liquidity are cash flows generated from
operating activities, capital expenditure levels, dividends, capital stock
transactions, effective utilization of surplus cash positions overseas and
adequate lines of credit. The Company currently maintains sufficient liquidity
and will continue to evaluate ways to enhance its liquidity position as it
navigates through the disrupted business environment that has resulted from
COVID-19.

The Company believes that its ability to generate cash from operations in excess
of its internal operating needs is one of its financial strengths. Management
continues to focus on cash flow and working capital management, and anticipates
that operating activities in 2020 will generate sufficient cash to fund
operations. Given the recent global market disruptions caused by the COVID-19
pandemic, the Company is closely monitoring its cash generation, usage and
preservation including the management of working capital to generate cash. The
Company does not currently anticipate requiring any additional debt facilities.
See additional discussion regarding currently available debt facilities further
below.

To better align costs with the current business environment, the Company has
taken several actions. In June 2020, the Company announced restructuring and
workforce reduction actions ("actions") to be implemented across its businesses
and functions in response to the macroeconomic disruption in global industrial
and aerospace end markets arising from the COVID-19 pandemic. A resulting
pre-tax charge of $17.7 million was recorded through operating profit during the
second quarter of 2020, primarily related to employee severance and other
termination benefits, with the amounts expected to be paid by the end of 2021,
primarily using cash on hand. These actions are expected to be substantially
completed in 2020 and reduce the Company's global workforce by approximately 8%.
A liability of $17.1 million was included within accrued liabilities as of June
30, 2020. The Company expects to incur additional costs of approximately $2.0
million in 2020 related to these actions.

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Additional cost saving initiatives include temporary reductions in compensation
for salaried employees, including Company officers and Board directors, employee
furloughs and reductions in discretionary expenses. The Company continues to
invest within its businesses, with its estimate of 2020 capital spending being
lowered to approximately $45 million from the beginning of the year.

In February 2017, the Company and certain of its subsidiaries entered into the
fourth amendment of its fifth amended and restated revolving credit agreement
(the "Amended Credit Agreement") and retained Bank of America, N.A. as the
Administrative Agent for the lenders. The Amended Credit Agreement increased the
facility from $750.0 million to $850.0 million and extends the maturity date
from September 2018 to February 2022. The Amended Credit Agreement also
increases the existing accordion feature from $250.0 million, allowing the
Company to now request additional borrowings of up to $350.0 million. The
Company may exercise the accordion feature upon request to the Administrative
Agent as long as an event of default has not occurred or is not continuing. The
borrowing availability of $850.0 million, pursuant to the terms of the Amended
Credit Agreement, allows for multi-currency borrowing which includes Euro,
British pound sterling or Swiss franc borrowing, up to $600.0 million. In
September 2018, the Company and one of its wholly owned subsidiaries entered
into a Sale and Purchase Agreement to acquire Gimatic S.r.l. In conjunction with
the acquisition, the Company requested additional borrowings of $150.0 million
that was provided for under the existing accordion feature. The Administrative
Agent for the lenders approved the Company's access to the accordion feature and
on October 19, 2018 the lenders formally committed the capital to fund such
feature, resulting in the execution of the fifth amendment to the Amended Credit
Agreement (the "Fifth Amendment"). The Fifth Amendment, effective October 19,
2018, thereby increased the borrowing availability of the existing facility to
$1,000.0 million. The Company may also request access to the residual $200.0
million of the accordion feature. Depending on the Company's consolidated
leverage ratio, and at the election of the Company, borrowings under the Amended
Credit Agreement will bear interest at either LIBOR plus a margin of between
1.10% and 1.70% or the base rate, as defined in the Amended Credit Agreement,
plus a margin of 0.10% to 0.70%. Multi-currency borrowings, pursuant to the
Amended Credit Agreement, bear interest at their respective interbank offered
rate (i.e. Euribor) or 0.00% (higher of the two rates) plus a margin of between
1.10% and 1.70%.

In October 2014, the Company entered into a Note Purchase Agreement ("Note
Purchase Agreement"), among the Company and New York Life Insurance Company, New
York Life Insurance and Annuity Corporation and New York Life Insurance and
Annuity Corporation Institutionally Owned Life Insurance Separate Account, as
purchasers, for the issuance of $100.0 million aggregate principal amount of
3.97% senior notes due October 17, 2024 (the "3.97% Senior Notes"). The 3.97%
Senior Notes are senior unsecured obligations of the Company and pay interest
semi-annually on April 17 and October 17 of each year at an annual rate of
3.97%. The 3.97% Senior Notes will mature on October 17, 2024 unless earlier
prepaid in accordance with their terms. Subject to certain conditions, the
Company may, at its option, prepay all or any part of the 3.97% Senior Notes in
an amount equal to 100% of the principal amount of the 3.97% Senior Notes so
prepaid, plus any accrued and unpaid interest to the date of prepayment, plus
the Make-Whole Amount, as defined in the Note Purchase Agreement, with respect
to such principal amount being prepaid. The Note Purchase Agreement contains
customary affirmative and negative covenants that are similar to the covenants
required under the Amended Credit Agreement, as discussed below. At June 30,
2020, the Company was in compliance with all covenants under the Note Purchase
Agreement. The Company anticipates continued compliance in each of the next four
quarters.

The Company's borrowing capacity is limited by various debt covenants in the
Amended Credit Agreement and the Note Purchase Agreement (the "Agreements"). The
Agreements require the Company to maintain a ratio of Consolidated Senior Debt,
as defined, to Consolidated EBITDA, as defined, of not more than 3.25 times
("Senior Debt Ratio"), a ratio of Consolidated Total Debt, as defined, to
Consolidated EBITDA of not more than 3.75 times ("Total Debt Ratio") and a ratio
of Consolidated EBITDA to Consolidated Cash Interest Expense, as defined, of not
less than 4.25, in each case at the end of each fiscal quarter; provided that
the debt to EBITDA ratios are permitted to increase for a period of four fiscal
quarters after the closing of certain permitted acquisitions. A permitted
acquisition is defined as an acquisition exceeding $150.0 million, for which the
acquisition of Gimatic qualified. With the completion of a permitted
acquisition, the Senior Debt Ratio cannot exceed 3.50 times and the Total Debt
Ratio cannot exceed 4.25 times. The increased ratios are allowed for a period of
four fiscal quarters subsequent to the close of the permitted acquisition and
therefore expired in the fourth quarter of 2019. At June 30, 2020, the Company
was in compliance with all covenants under the Agreements. The Company
anticipates continued compliance in each of the next four quarters. The
Company's most restrictive financial covenant is the Senior Debt Ratio, which
requires the Company to maintain a ratio of Consolidated Senior Debt to
Consolidated EBITDA of not more than 3.25 times at June 30, 2020. The actual
ratio at June 30, 2020 was 2.38 times, as defined.

During the first quarter of 2020, the Company repurchased 0.4 million shares of
the Company's stock under the publicly announced Repurchase Program, at a cost
of $15.6 million. During the second quarter of 2020, however, management
suspended share repurchase activity as a result of the COVID-19 pandemic, and
therefore no shares were repurchased during the second quarter of 2020. Given
the uncertainty of the current business environment at this time, the Company
does not have

                                       33
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an expected timeframe as to when share repurchases will resume. See "Part II - Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds".



Operating cash flow may be supplemented with external borrowings to meet
near-term business expansion needs and the Company's current financial
commitments. The Company has assessed its credit facilities in conjunction with
the Amended Credit Facility and currently expects that its bank syndicate,
comprised of 14 banks, will continue to support its Amended Credit Agreement
which matures in February 2022. At June 30, 2020, the Company had $392.7 million
unused and available for borrowings under its $1,000.0 million Amended Credit
Facility, subject to covenants in the Company's revolving debt agreements. At
June 30, 2020, additional borrowings of $411.5 million of Total Debt including
$260.9 million of Senior Debt would have been allowed under the financial
covenants. The Company intends to use borrowings under its Amended Credit
Facility to support the Company's ongoing growth initiatives, however the
probability of an acquisition or divestiture in the near-term is unlikely given
the current business environment. Nonetheless, the Company continues to analyze
potential acquisition targets and end markets that meet our strategic criteria
with an emphasis on proprietary, highly-engineered industrial technologies. The
Company believes its credit facilities and access to capital markets, coupled
with cash generated from operations, are adequate for its anticipated future
requirements. At this time, the Company has not drawn on its debt agreements as
a result of COVID-19, as it believes the availability of those funds are not at
risk given the strength of the underlying bank syndicate. The Company maintains
communication with its bank syndicate as it continues to monitor its cash
requirements.

The Company had $5.1 million in borrowings under short-term bank credit lines at June 30, 2020.



The Company entered into an interest rate swap agreement (the "Swap") on April
28, 2017, with one bank, which converts the interest on the first $100.0 million
of the Company's one-month LIBOR-based borrowings from a variable rate plus the
borrowing spread to a fixed rate of 1.92% plus the borrowing spread. The swap
expires on January 31, 2022. At June 30, 2020, the Company's total borrowings
were comprised of approximately 29% fixed rate debt and 71% variable rate debt.
At December 31, 2019, the Company's total borrowings were comprised of
approximately 25% fixed rate debt and 75% variable rate debt.

The United Kingdom's Financial Conduct Authority, which regulates the London
Interbank Offered Rate ("LIBOR"), announced its intent to phase out the use of
LIBOR by the end of 2021. The U.S. Federal Reserve, in conjunction with the
Alternative Reference Rates Committee, a steering committee comprised of large
U.S. financial institutions, identified the Secured Overnight Financing Rate
("SOFR") as its preferred benchmark alternative to U.S. dollar LIBOR. Published
by the Federal Reserve Bank of New York, SOFR represents a measure of the cost
of borrowing cash overnight, collateralized by U.S. Treasury securities, and is
calculated based on directly observable U.S. Treasury-backed repurchase
transactions. The Company's Amended Credit Agreement and corresponding interest
rate Swap are tied to LIBOR, with both maturing in early 2022, as noted
above. The Company is evaluating the potential impact of the replacement of
LIBOR, but does not anticipate a material impact on our business, financial
condition, results of operations and cash flows.

The Company completed the sale of the Seeger business to KNG effective February
1, 2020. Gross proceeds received were 39.6 million Euros ($43.7 million). The
Company yielded net cash proceeds of $36.9 million after consideration of cash
sold and transaction costs. The final amount of proceeds from the sale is
subject to post-closing adjustments. Resulting tax charges of $4.2 million were
recognized in the first quarter of 2020 following the completion of the sale.
The Company utilized the proceeds from the sale to reduce debt under the Amended
Credit Facility.

At June 30, 2020, the Company held $74.2 million in cash and cash equivalents,
the majority of which was held by foreign subsidiaries. These amounts have no
material regulatory or contractual restrictions and are expected to primarily
fund international investments.

In 2019, the Company contributed $15.0 million of discretionary contributions to
its U.S Qualified pension plans. The Company currently does not plan to make any
additional discretionary contributions to its U.S. Qualified pension plans,
however approximately $4.4 million is expected to be made into its U.S.
Non-qualified and international pension plans throughout 2020.








                                       34

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Cash Flow
                             Six Months Ended
                                 June 30,

(in millions) 2020 2019 Change Operating activities $ 123.1 $ 108.2 $ 14.9 Investing activities 10.7 (25.3 ) 35.9 Financing activities (151.6 ) (88.8 ) (62.8 ) Exchange rate effect (1.7 ) - (1.7 ) Decrease in cash $ (19.6 ) $ (5.8 ) $ (13.7 )





Operating activities provided $123.1 million in the first half of 2020 compared
to $108.2 million in the first half of 2019. Operating cash flows in the 2020
period included cash generated by working capital of $44.5 million compared to
$7.0 million in the 2019 period.

Investing activities generated $10.7 million in the first half of 2020 and used
$25.3 million in the first half of 2019. Net cash proceeds of $36.9 million,
less $6.6 million which is classified as restricted cash (recorded within other
assets on the Consolidated Balance Sheet as of June 30, 2020), from the sale of
the Seeger business are included in investing activities for the 2020 period.
See Note 2 of the Consolidated Financial Statements. Investing activities in the
2020 period also included capital expenditures of $19.8 million compared to
$25.4 million in the 2019 period. The Company expects capital spending in 2020
to approximate $45 million.

Financing activities in the first half of 2020 included a net decrease in
borrowings of $116.5 million compared to $21.4 million in the comparable 2019
period. In 2019, the Company borrowed 44.1 million Euros ($49.5 million) under
the Amended Credit Facility through an international subsidiary. The proceeds
were distributed to the Parent Company and subsequently used to pay down U.S.
borrowings under the Amended Credit Agreement. During the first six months of
2020 and 2019, the Company repurchased 0.4 million shares and 0.9 million
shares, respectively, of the Company's stock at a cost of $15.6 million and
$50.3 million, respectively. Total cash used to pay dividends was $16.2 million
in the 2020 period compared to $16.3 million in the 2019 period. Other financing
cash flows during the first six months of 2020 and 2019 include $3.5 million and
$1.6 million, respectively, of net cash payments resulting from the settlement
of foreign currency hedges related to intercompany financing.

The Company maintains borrowing facilities with banks to supplement internal
cash generation. At June 30, 2020, $607.3 million was borrowed at an average
interest rate of 1.23% under the Company's $1,000.0 million Amended Credit
Facility which matures in February 2022. In addition, as of June 30, 2020, the
Company had $5.1 million in borrowings under short-term bank credit lines. At
June 30, 2020, the Company's total borrowings were comprised of 29% fixed rate
debt and 71% variable rate debt. The interest payments on $100.0 million of the
variable rate interest debt have been converted into payment of fixed interest
plus the borrowing spread under the terms of the respective interest rate swap
that was executed in April 2017.

Debt Covenants



As noted above, borrowing capacity is limited by various debt covenants in the
Company's debt agreements. Following is a reconciliation of Consolidated EBITDA,
a key metric in the debt covenants, to the Company's net income (in millions):

                                       35
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                                                                Four fiscal quarters ended
                                                                      June 30, 2020
Net income                                                    $                 117.0
Add back:
Interest expense                                                                 18.3
Income taxes                                                                     44.8
Depreciation and amortization

94.1


Adjustment for non-cash stock based compensation

12.6


  Amortization of Gimatic acquisition inventory step-up                          (3.3 )
Workforce reduction and restructuring charges (see Note 17)

15.0


Due diligence and transaction expenses

3.0


Non-cash impairment charge (see Note 2)

5.6


Other adjustments

(5.7 ) Consolidated EBITDA, as defined within the Amended Credit Agreement

                                                     $

301.3



Consolidated Senior Debt, as defined, as of June 30, 2020     $

718.5


Ratio of Consolidated Senior Debt to Consolidated EBITDA

2.38


Maximum

3.25


Consolidated Total Debt, as defined, as of June 30, 2020      $

718.5


Ratio of Consolidated Total Debt to Consolidated EBITDA

2.38


Maximum

3.75

Consolidated Cash Interest Expense, as defined, as of June 30, 2020

                                                      $

18.3


Ratio of Consolidated EBITDA to Consolidated Cash Interest
Expense                                                                         16.43
Minimum                                                                          4.25



The Amended Credit Agreement allows for certain adjustments within the
calculation of the financial covenants. As defined within the Agreement
governing the 3.97% Senior Notes, restructuring charges added back to EBITDA for
debt covenant purposes is limited to $15.0 million over a four fiscal quarter
period. Other adjustments consist primarily of changes in accounting as
permitted under the Amended Credit Agreement. The Company's financial covenants
are measured as of the end of each fiscal quarter. At June 30, 2020, additional
borrowings of $411.5 million of Total Debt including $260.9 million of Senior
Debt would have been allowed under the covenants. Senior Debt includes primarily
the borrowings under the Amended Credit Facility, the 3.97% Senior Notes and the
borrowings under the lines of credit. The Company's unused committed credit
facilities at June 30, 2020 were $392.7 million; however, the borrowing capacity
was limited by the debt covenants to $260.9 million at June 30, 2020.

OTHER MATTERS



The preparation of financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Significant accounting policies are
disclosed in Note 1 of the Consolidated Financial Statements in the Company's
Annual Report on Form 10-K for the year ended December 31, 2019. The most
significant areas involving management judgments and estimates are described in
Management's Discussion and Analysis of Financial Condition and Results of
Operations in the Company's Annual Report on Form 10-K for the year ended
December 31, 2019. Actual results could differ from those estimates. There have
been no material changes to such judgments and estimates.

Critical Accounting Policies

Goodwill and Indefinite-Lived Intangible Assets: Goodwill and indefinite-lived
intangible assets are subject to impairment testing annually or earlier if an
event or change in circumstances indicates that the fair value of a reporting
unit has been reduced below its carrying value. Management completes their
annual impairment assessments during the second quarter of each year as of April
1. The Company utilizes the option to first assess qualitative factors to
determine whether it is necessary to perform the Step 1 quantitative goodwill
impairment test in accordance with the applicable accounting standards. Under
the qualitative assessment, management considers relevant events and
circumstances including but not limited to macroeconomic conditions, industry
and market considerations, overall unit performance and events directly
affecting a unit. If the Company

                                       36
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determines that the Step 1 quantitative impairment test is required, management
estimates the fair value of the reporting unit primarily using the income
approach, which reflects management's cash flow projections, and also evaluates
the fair value using the market approach. Inherent in management's development
of cash flow projections are assumptions and estimates, including those related
to future earnings and growth and the weighted average cost of capital. The
Company compares the fair value of the reporting unit with the carrying value of
the reporting unit. If the fair values were to fall below the carrying values,
the Company would recognize a non-cash impairment charge to income from
operations for the amount by which the carrying amount of any reporting unit
exceeds the reporting unit's fair value, assuming the loss recognized does not
exceed the total amount of goodwill for the reporting unit. Based on our second
quarter assessment, the estimated fair value of the Automation reporting unit,
which represents the 2018 acquisition of Gimatic, exceeded its carrying value
while the estimated fair value of each of the remaining reporting units
significantly exceeded their carrying values. There was no goodwill impairment
at any reporting units. Many of the factors used in assessing fair value are
outside the control of management, and these assumptions and estimates can
change in future periods as a result of both Company-specific and overall
economic conditions, including the impacts of the COVID-19 pandemic.
Management's quantitative assessment includes a review of the potential impacts
of current and projected market conditions from a market participant's
perspective on reporting units' projected cash flows, growth rates and cost of
capital to assess the likelihood of whether the fair value would be less than
the carrying value. The Company also completed its annual impairment testing of
its trade names, indefinite-lived intangible assets, in the second quarter of
2020 and determined that there were no impairments.

EBITDA



Earnings before interest expense, income taxes, and depreciation and
amortization ("EBITDA") for the first half of 2020 was $102.0 million compared
to $154.3 million in the first half of 2019. EBITDA is a measurement not in
accordance with generally accepted accounting principles ("GAAP"). The Company
defines EBITDA as net income plus interest expense, income taxes, and
depreciation and amortization which the Company incurs in the normal course of
business. The Company does not intend EBITDA to represent cash flows from
operations as defined by GAAP, and the reader should not consider it as an
alternative to net income, net cash provided by operating activities or any
other items calculated in accordance with GAAP, or as an indicator of the
Company's operating performance. The Company's definition of EBITDA may not be
comparable with EBITDA as defined by other companies. The Company believes
EBITDA is commonly used by financial analysts and others in the industries in
which the Company operates and, thus, provides useful information to investors.
Accordingly, the calculation has limitations depending on its use.

Following is a reconciliation of EBITDA to the Company's net income (in
millions):
                                 Six Months Ended
                                     June 30,
                                 2020         2019
Net income                    $     30.3    $  71.6
Add back:
Interest expense                     8.2       10.5
Income taxes                        18.3       22.0
Depreciation and amortization       45.3       50.3
EBITDA                        $    102.0    $ 154.3



FORWARD-LOOKING STATEMENTS

Certain of the statements in this quarterly report contain forward-looking
statements as defined in the Private Securities Litigation Reform Act of 1995.
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; difficulties leveraging market
opportunities; changes in market demand for our products and services; rapid
technological and market change; the ability to protect and avoid infringing
upon intellectual property rights; introduction or development of new products
or transfer of work; higher risks in global operations and markets; the impact
of intense competition; acts of terrorism, cybersecurity attacks or intrusions
that could adversely impact our businesses; the impacts of the COVID-19 pandemic
on our business, including on demand, supply chains, operations and our ability
to maintain sufficient liquidity throughout the unknown duration and severity of
the crisis; the failure to achieve anticipated cost savings associated with the
workforce reductions and

                                       37

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restructuring actions previously announced by the Company (the "Plan"); the
ability to successfully execute the Plan; higher than anticipated costs in
implementing the Plan; the preliminary nature of our cost and savings estimates
related to the Plan, including the timing of such charges and savings, which are
subject to change as the Company makes decisions and refines estimates over
time; timing delays in implementing the Plan; our ability to realize all of the
cost savings and benefits anticipated in connection with the Plan; management
and employee distraction resulting from the Plan; 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 due to a range of factors, including
changes in customer sourcing decisions, material changes, production schedules
and volumes of specific programs; the impact of government budget and funding
decisions; government tariffs, trade agreements and trade policies; the impact
of new or revised tax laws and regulations; the adoption of laws, directives or
regulations that impact the materials processed by our products or their end
markets; changes in raw material or product prices and availability;
restructuring costs or savings; the continuing impact of prior acquisitions and
divestitures; integration of acquired businesses; and any other future strategic
actions, including acquisitions, divestitures, restructurings, or strategic
business realignments, 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; product
liabilities and uninsured claims; 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 (including the COVID-19
pandemic); 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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