10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 1-4801

BARNES GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware		06-0247840
(State of incorporation)		(I.R.S. Employer Identification No.)
123 Main Street, Bristol, Connecticut		06010
(Address of Principal Executive Office)		(Zip Code)

(860) 583-7070

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, $0.01 Par Value	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x	Accelerated filer  o
Non-accelerated filer   o	Smaller reporting company  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

The aggregate market value of the voting stock (Common Stock) held by non-affiliates of the registrant as of the close of business on June 30, 2011 was approximately $1,279,400,070 based on the closing price of the Common Stock on the New York Stock Exchange on that date. The registrant does not have any non-voting common equity.

The registrant had outstanding 54,494,182 shares of common stock as of February 14, 2012.

Documents Incorporated by Reference

Portions of the registrant’s definitive proxy statement to be delivered to stockholders in connection with the Annual Meeting of Stockholders to be held May 4, 2012 are incorporated by reference into Part III.

Barnes Group Inc.

Index to Form 10-K

Year Ended December 31, 2011

		Page
Part I
Item 1.	Business	1
Item 1A.	Risk Factors	3
Item 1B.	Unresolved Staff Comments	11
Item 2.	Properties	11
Item 3.	Legal Proceedings	11
Item 4.	Mine Safety Disclosures	12
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	13
Item 6.	Selected Financial Data	15
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 8.	Financial Statements and Supplementary Data	32
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	64
Item 9A.	Controls and Procedures	64
Item 9B.	Other Information	65
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	66
Item 11.	Executive Compensation	67
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	67
Item 13.	Certain Relationships and Related Transactions, and Director Independence	67
Item 14.	Principal Accountant Fees and Services	67
Part IV
Item 15.	Exhibits, Financial Statement Schedules	68

PART I

Item 1. Business

BARNES GROUP INC. ⁽¹⁾ 

Barnes Group Inc. is an international aerospace and industrial components manufacturer and logistics services company serving a wide range of end markets and customers. The products and services provided by Barnes Group are critical components for far-reaching applications that provide transportation, communication, manufacturing and technology to the world. These vital needs are met by our skilled workforce, a critical resource of Barnes Group. Founded in 1857 and headquartered in Bristol, Connecticut, Barnes Group was organized as a Delaware corporation in 1925. We have paid cash dividends to stockholders on a continuous basis since 1934. As of December 31, 2011, we had approximately 4,400 employees at over 50 locations worldwide. We operate under two global business segments: Logistics and Manufacturing Services and Precision Components.

LOGISTICS AND MANUFACTURING SERVICES

Logistics and Manufacturing Services provides value-added logistics support and repair services. Value-added logistics support services include inventory management, technical sales, and supply chain solutions for maintenance, repair, operating, and production supplies and services. Repair services provided include the manufacturing of spare parts for the refurbishment and repair of highly engineered components and assemblies for commercial and military aviation.

During the fourth quarter of 2011, the Company sold its Barnes Distribution Europe businesses (the "BDE" business). The BDE business was comprised of the Company's European KENT, Toolcom and BD France distribution businesses that were reported within the Company's Logistics and Manufacturing Services segment.

Logistics and Manufacturing Services has sales, distribution, and manufacturing operations in the United States, Brazil, Canada, China, France, Mexico, Singapore, Spain and the United Kingdom. Products and services are available in more than 30 countries.

The global operations are engaged in supplying, servicing and manufacturing of maintenance, repair and operating components. Activities include logistics support through vendor-managed inventory and technical sales for stocked replacement parts and other products, catalog offerings and custom solutions, and the manufacture and delivery of aerospace aftermarket spare parts, including the revenue sharing programs (“RSPs”) under which the Company receives an exclusive right to supply designated aftermarket parts over the life of the related aircraft engine program, and component repairs. Key business drivers include a value proposition centered on customer service, delivery, multiple sales channels, procurement systems, and strong customer relationships. In addition, the manufacturing and supplying of aerospace aftermarket spare parts, including the RSPs, are dependent upon the reliable and timely delivery of high-quality components.

The Logistics and Manufacturing Services segment faces active competition throughout the world. The products and services offered are not unique, and its competitors provide substantially similar products and services. Competition comes from local, regional, and national maintenance and repair supply distributors and specialty manufacturers of springs, gas struts and engineered hardware. The aerospace aftermarket business competes with aerospace original equipment manufacturers (“OEMs”), service centers of major commercial airlines and other independent service companies for the repair and overhaul of turbine engine components. Service alternatives, timeliness and reliability of supply, price, technical capability, product breadth, quality and overall customer service are important competitive factors. In 2011, sales by Logistics and Manufacturing Services to its largest customer, General Electric, accounted for approximately 19% of its total sales and sales to its next two largest customers accounted for approximately 11% of its total sales.

PRECISION COMPONENTS

Precision Components is a global supplier of engineered components for critical applications focused on providing solutions for a diverse industrial, transportation and aerospace customer base. It is equipped to produce virtually every type of precision spring, from fine hairsprings for electronics and instruments to large heavy-duty springs for machinery as well as precision-machined and fabricated components and assemblies for OEM turbine engine, airframe and industrial gas turbine

________________________

(1) As used in this annual report, “Company,” “Barnes Group,” “we” and “ours” refer to the registrant and its consolidated subsidiaries except where the context requires otherwise, and “Logistics and Manufacturing Services” and “Precision Components” refer to the registrant’s segments, not to separate corporate entities.

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builders throughout the world, and the military. It is also a leading manufacturer and supplier of precision mechanical products, including precision mechanical springs, compressor reed valves and nitrogen gas products. Precision Components also manufactures high-precision punched and fine-blanked components used in transportation and industrial applications, nitrogen gas springs and manifold systems used to precisely control stamping presses, and retention rings that position parts on a shaft or other axis.

Precision Components has a diverse customer base with products purchased by durable goods manufacturers located around the world in industries including transportation, consumer products, farm equipment, telecommunications, medical devices, home appliances and electronics, and airframe and gas turbine engine manufacturers for commercial and military jets, business jets, and land-based industrial gas turbines. Long-standing customer relationships enable Precision Components to participate in the design phase of components and assemblies through which customers receive the benefits of manufacturing research, testing and evaluation. Products are sold primarily through Precision Components’ direct sales force and a global distribution channel.

Precision Components competes with a broad base of large and small companies engaged in the manufacture and sale of custom metal components and assemblies while the aerospace manufacturing business competes with both the leading jet engine OEMs and a large number of machining and fabrication companies. Precision Components competes on the basis of quality, service, reliability of supply, engineering and technical capability, product breadth, innovation, design, and price.

Precision Components has manufacturing, sales, assembly and distribution operations in the United States, Brazil, Canada, China, Germany, Korea, Mexico, Singapore, Sweden, Switzerland, Thailand and the United Kingdom. Sales by Precision Components to its largest customer, General Electric, accounted for approximately 19% of its sales in 2011. Sales to its next five largest customers in 2011 accounted for approximately 20% of its total sales.

FINANCIAL INFORMATION

The backlog of the Company’s orders believed to be firm at the end of 2011 was $582 million as compared with $482 million at the end of 2010. Of the 2011 year-end backlog, $538 million was attributable to the Precision Components segment and the balance was attributable to the Logistics and Manufacturing Services segment. Approximately one-third of the year-end backlog is scheduled to be shipped after 2012. The remainder of the Company’s backlog is scheduled to be shipped during 2012. General Electric and its affiliates accounted for 19% of the Company’s total sales in 2011.

We continue to have a global manufacturing footprint to service our worldwide customer base. The global economies have a significant impact on the financial results of the business as we have significant operations outside of the United States. For an analysis of our revenue from sales to external customers, operating profit and assets by business segment as well as revenues from sales to external customers and long-lived assets by geographic area, see Note 19 of the Consolidated Financial Statements of this Annual Report on Form 10-K (“Annual Report”).

RAW MATERIALS

The principal raw materials used to manufacture our products are high-grade steel spring wire and flat rolled steel, titanium and inconel as well as special materials such as cobalt and other complex aerospace alloys. Many of the products distributed by our business are made of steel, copper or brass. Prices for steel, titanium and inconel, as well as other specialty materials, have periodically increased due to higher demand and, in some cases, reduction of the availability of materials. If this combination of events occurs, the availability of certain raw materials used by us or products sold by us may be negatively impacted.

RESEARCH AND DEVELOPMENT

Although most of the products manufactured by us are custom parts made to customers’ specifications, we are engaged in continuing efforts aimed at discovering and implementing new knowledge that is useful in developing new products or services and significantly improving existing products or services. We spent approximately $6 million, $6 million and $4 million in 2011, 2010 and 2009, respectively, on research and development activities.

PATENTS AND TRADEMARKS

The Company is a party to certain licenses and holds a number of patents and trademarks, some of which are important to certain business units. The Company does not believe, however, that any of these licenses, patents or trademarks is individually significant to the Company or either of our two segments.

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EXECUTIVE OFFICERS OF THE COMPANY

For information regarding the Executive Officers of the Company, see Part III, Item 10 of this Annual Report.

ENVIRONMENTAL

Compliance with federal, state, and local laws, as well as those of other countries, which have been enacted or adopted regulating the discharge of materials into the environment or otherwise relating to the protection of the environment has not had a material effect, and is not expected to have a material effect, upon our capital expenditures, earnings, or competitive position.

AVAILABLE INFORMATION

Our Internet address for our website is www.BGInc.com. Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports are available without charge on our website as soon as reasonably practicable after they are filed with, or furnished to, the Securities and Exchange Commission. In addition, we have posted on our website, and will make available in print to any stockholder who makes a request, our Corporate Governance Guidelines, our Code of Business Ethics and Conduct and the charters of the Audit Committee, Compensation and Management Development Committee and Corporate Governance Committee (the responsibilities of which include serving as the nominating committee) of the Company’s Board of Directors.

FORWARD-LOOKING STATEMENTS

Certain of the statements in this Annual Report may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are made based upon management’s good faith expectations and beliefs concerning future developments and their potential effect upon the Company and can be identified by the use of words such as “anticipated,” “believe,” “expect,” “plans,” “strategy,” “estimate,” “project,” and other words of similar meaning in connection with a discussion of future operating or financial performance. 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. The risks and uncertainties, which are described in this Annual Report, include, among others, uncertainties arising from the current or worsening disruptions in financial markets; future financial performance of the industries or customers that we serve; changes in market demand for our products and services; integration of acquired businesses; restructuring costs or savings; the impact of the acquisition of the BDE businesses by Berner SE and any other future strategic actions, including acquisitions, joint ventures, divestitures, restructurings, or strategic business realignments, and our ability to achieve the financial and operational targets set in connection with any such actions; introduction or development of new products or transfer of work; changes in raw material or product prices and availability; foreign currency exposure; our dependence upon revenues and earnings from a small number of significant customers; a major loss of customers; the outcome of pending and future claims or litigation or governmental, regulatory proceedings, investigations, inquiries, and audits; uninsured claims and litigation; outcome of contingencies; future repurchases of common stock; future levels of indebtedness; and numerous other matters of global, regional or national scale, including those of a political, economic, business, competitive, environmental, regulatory and public health nature. The Company assumes no obligation to update our forward-looking statements.

Item 1A. Risk Factors

Our business, financial condition or results of operations could be materially adversely affected by any of the following risks. Please note that additional risks not presently known to us may also materially impact our business and operations.

RISKS RELATED TO OUR BUSINESS

We depend on revenues and earnings from a small number of significant customers. Any bankruptcy of or loss, cancellation, reduction or delay in purchases by these customers could harm our business. In 2011, our net sales to General Electric and its subsidiaries accounted for 19% of our total sales. These sales from General Electric were equally distributed across both business segments, individually representing approximately 19% of sales at Logistics and Manufacturing Services and 19% of sales at Precision Components. Additionally, approximately 20% of Precision Components’ sales in 2011 were to its next five largest customers and approximately 11% of Logistics and Manufacturing Services sales in 2011 were to its next two largest customers. Some of our success will depend on the business strength and viability of those customers. We cannot assure you that we will be able to retain our largest customers. A tightening in the credit markets may affect our customers’ ability to raise debt or equity capital. This may reduce the amount of liquidity available to our customers which may limit their ability to purchase products. Some of our customers may in the future reduce their purchases due to economic conditions or shift their purchases from us to our competitors, in-house or to other sources. Some of our long-term sales agreements provide that until a firm order is placed by a customer for a particular product, the customer

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may unilaterally reduce or discontinue its projected purchases without penalty, or terminate for convenience. The loss of one or more of our largest customers, any reduction, cancellation or delay in sales to these customers (including a reduction in aftermarket volume in our RSPs), our inability to successfully develop relationships with new customers, or future price concessions we make to retain customers could significantly reduce our sales and profitability.

We have significant indebtedness that could affect our operations and financial condition. At December 31, 2011, we had consolidated debt obligations of $346.1 million, representing approximately 32% of our total capital (indebtedness plus stockholders’ equity) as of that date. Our level of indebtedness, proportion of variable rate debt obligations and the significant debt servicing costs associated with that indebtedness may adversely affect our operations and financial condition as well as the value or trading price of our outstanding equity securities and debt securities. For example, our indebtedness could require us to dedicate a substantial portion of our cash flows from operations to payments on our debt, thereby reducing the amount of our cash flows available for working capital, capital expenditures, investments in technology and research and development, acquisitions, dividends and other general corporate purposes; limit our flexibility in planning for, or reacting to, changes in the industries in which we compete; place us at a competitive disadvantage compared to our competitors, some of whom have lower debt service obligations and greater financial resources than we do; limit our ability to borrow additional funds; or increase our vulnerability to general adverse economic and industry conditions. In addition, in the recent past, conditions in the worldwide credit markets have limited our ability to expand our credit lines beyond current bank commitments, and these conditions could reappear.

The outlook for global economic recovery remains uncertain. There continues to be substantial uncertainty about the degree and pace of global economic recovery from the recent recession. Prolonged slow growth or a downturn, further worsening or broadening of adverse conditions in the worldwide and domestic economies could affect purchases of our products, and create or exacerbate credit issues, cash flow issues and other financial hardships for us and for our suppliers and customers. Depending upon their severity and duration, these conditions could have a material adverse impact on our business, liquidity, financial condition and results of operations.

Our failure to meet certain financial covenants required by our debt agreements may materially and adversely affect our assets, financial position and cash flows. Some of our debt arrangements require us to maintain certain debt and interest coverage ratios and limit our ability to incur debt, make investments or undertake certain other business activities. These requirements could limit our ability to obtain future financing and may prevent us from taking advantage of attractive business opportunities. Our ability to meet the financial covenants or requirements in our debt arrangements may be affected by events beyond our control, and we cannot assure you that we will satisfy such covenants and requirements. A breach of these covenants or our inability to comply with the restrictions could result in an event of default under our debt arrangements which, in turn, could result in an event of default under the terms of our other indebtedness. Upon the occurrence of an event of default under our debt arrangements, after the expiration of any grace periods, our lenders could elect to declare all amounts outstanding under our debt arrangements, together with accrued interest, to be immediately due and payable. If this were to happen, we cannot assure you that our assets would be sufficient to repay in full the payments due under those arrangements or our other indebtedness.

Our operations depend on our manufacturing, distribution, sales, service facilities and information systems in various parts of the world which are subject to physical, financial, regulatory, environmental, operational and other risks that could disrupt our operations. We have a significant number of manufacturing facilities and distribution, technical service and sales centers outside the United States. The international scope of our business subjects us to increased risks and uncertainties such as threats of war, terrorism and instability of governments, and economic, regulatory and legal systems in countries in which we or our customers conduct business. In addition, because we depend upon our information systems to help process orders, to manage inventory and accounts receivable collections, to purchase, sell and ship products efficiently and on a timely basis, to maintain cost-effective operations, and to help provide superior service to our customers, any disruption or failure in the operation of our information systems, including from conversions or integrations, could have a material adverse effect on our business, financial condition, results of operations and cash flows. Some of our facilities are located in areas that may be affected by natural disasters, including earthquakes or tsunamis, which could cause significant damage and disruption to the operations of those facilities and, in turn, could have a material adverse effect on our business, financial condition, results of operations and cash flows. Additionally, some of our manufacturing equipment and tooling is custom-made and is not readily replaceable. Loss of such equipment or tooling could have a negative impact on our manufacturing business, financial condition, results of operations and cash flows.

Although we have obtained property damage and business interruption insurance, a major catastrophe such as an earthquake, hurricane, flood, tsunami or other natural disaster at any of our sites, or significant labor strikes, work stoppages, political unrest, or any of the events described above, some of which may not be covered by our insurance, in any of the areas where we conduct operations could result in a prolonged interruption of our business. Any disruption resulting from these

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events could cause significant delays in the manufacture or shipment of products or the provision of repair and other services that may result in our loss of sales and customers. Our insurance will not cover all potential risks, and we cannot assure you that we will have adequate insurance to compensate us for all losses that result from any insured risks. Any material loss not covered by insurance could have a material adverse effect on our financial condition, results of operations and cash flows. We cannot assure you that insurance will be available in the future at a cost acceptable to us or at a cost that will not have a material adverse effect on our profitability, net income and cash flows.

Further, in the ordinary course of our business, we store sensitive data, including intellectual property, our proprietary business information and that of our customers, suppliers and business partners, and personally identifiable information of our employees, in our data centers and on our networks. The secure maintenance and transmission of this information is critical to our business operations. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, and regulatory penalties, disrupt our operations, and damage our reputation, which could adversely affect our business.

The global nature of our business exposes us to foreign currency fluctuations that may affect our future revenues and profitability. We have manufacturing facilities and distribution, technical service and sales centers around the world, and the majority of our foreign operations use the local currency as their functional currency. These include, among others, the Brazilian real, British pound sterling, Canadian dollar, Chinese yuan, Euro, Korean won, Mexican peso, Singapore dollar, Swedish krona, Swiss franc and Thai baht. Since our financial statements are denominated in U.S. dollars, changes in currency exchange rates between the U.S. dollar and other currencies expose us to translation risk when the local currency financial statements are translated to U.S. dollars. Changes in currency exchange rates may also expose us to transaction risk. We may buy protecting or offsetting positions or hedges in certain currencies to reduce our exposure to currency exchange fluctuations; however, these transactions may not be adequate or effective to protect us from the exposure for which they are purchased. We have not engaged in any speculative hedging activities. Currency fluctuations may impact our revenues and profitability in the future.

Our operations and assets subject us to additional financial and regulatory risks. We have operations and assets in various parts of the world. In addition, we sell or may in the future sell our products and services to the U.S. and foreign government and in foreign countries. Accordingly, we are subject to various risks, including: U.S. imposed embargoes of sales to specific countries; foreign import controls (which may be arbitrarily imposed or enforced); import regulations and duties; export regulations (which require us to comply with stringent licensing regimes); anti-dumping regulations; price and currency controls; exchange rate fluctuations; dividend remittance restrictions; expropriation of assets; war, civil uprisings and riots; government instability; government contracting requirements, including various procurement, security, and audit requirements, as well as requirements to certify to the government compliance with these requirements; the necessity of obtaining governmental approval for new and continuing products and operations; legal systems or decrees, laws, taxes, regulations, interpretations and court decisions that are not always fully developed and that may be retroactively or arbitrarily applied; and difficulties in managing a global enterprise. We have experienced inadvertent violations of some of these regulations, including export regulations, regulations prohibiting sales of certain products, product labeling regulations, and regulations prohibiting air transport of aerosol products, in the past, none of which has had or, we believe, will have a material adverse effect on our business. However, any significant violations of these or other regulations in the future could result in civil or criminal sanctions, and the loss of export or other licenses which could have a material adverse effect on our business. We may also be subject to unanticipated income taxes, excise duties, import taxes, export taxes, value added tax, or other governmental assessments, and taxes may be impacted by changes in legislation in the tax jurisdictions in which we operate. In addition, our organizational and capital structure may limit our ability to transfer funds between countries, particularly into the United States, without incurring adverse tax consequences. Any of these events could result in a loss of business or other unexpected costs that could reduce sales or profits and have a material adverse effect on our financial condition, results of operations and cash flows.

Our ability to recover our significant deferred tax assets related to tax operating loss carryforwards depends on future income. We have significant deferred tax assets related to operating loss carryforwards. The realization of these assets is dependent on our ability to generate future taxable income in the United States during the operating loss carryforward period. Failure to realize this tax benefit could have a material adverse effect on our financial condition and results of operations.

Changes in the availability or price of materials, products and energy resources could adversely affect our costs and profitability. We may be adversely affected by the availability or price of raw materials, products and energy resources, particularly related to certain manufacturing operations that utilize high-grade steel spring wire, titanium and inconel. The availability and price of raw materials and energy resources may be subject to curtailment or change due to, among other

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things, new laws or regulations, global economic or political events including strikes, terrorist attacks and war, suppliers’ allocations to other purchasers, interruptions in production by suppliers, changes in exchange rates and prevailing price levels. In some instances there are limited sources for raw materials and a limited number of primary suppliers for some of our products for resale. Although we are not dependent upon any single source for any of our principal raw materials or products for resale, and such materials and products have, historically, been readily available, we cannot assure you that such raw materials and products will continue to be readily available. Disruption in the supply of raw materials, products or energy resources or our inability to come to favorable agreements with our suppliers could impair our ability to manufacture, sell and deliver our products and require us to pay higher prices. Any increase in prices for such raw materials, products or energy resources could materially adversely affect our costs and our profitability.

We maintain pension and other postretirement benefit plans in the U.S. and certain international locations. Our costs of providing defined benefit plans are dependent upon a number of factors, such as the rates of return on the plans’ assets, exchange rate fluctuations, future governmental regulation, global equity prices, and our required and/or voluntary contributions to the plans. Declines in the stock market, prevailing interest rates, declines in discount rates and rising medical costs may cause an increase in our pension and other postretirement benefit expenses in the future and result in reductions in our pension fund asset values and increases in our pension and other postretirement benefit obligations. These changes have caused and may continue to cause a significant reduction in our net worth and without sustained growth in the pension investments over time to increase the value of the plans’ assets, and depending upon the other factors listed above, we could be required to increase funding for some or all of these pension and postretirement plans.

Our cash may be highly concentrated with certain financial institutions. At various times we may have a concentration of cash in accounts with financial institutions in the U.S. and around the globe. Our holdings in any one or more of these institutions may significantly exceed the insured limits of the Federal Deposit Insurance Corporation or their equivalent outside the U.S.

We carry significant inventories and a loss in net realizable value could cause a decline in our net worth. At December 31, 2011, our inventories totaled $216.5 million. Inventories are valued at the lower of cost or market based on managements' judgments and estimates concerning future sales levels, quantities and prices at which such inventories will be sold in the normal course of business. Accelerating the disposal process or incorrect estimates of future sales potential may necessitate future adjustments to these provisions. The Company's inventories include specialty spare parts for the aerospace market. The demand for these spare parts and our ability to utilize these parts depends on the frequency and scope of repair and maintenance of aircraft engines and our ability to effectively access that market.

We have significant goodwill and an impairment of our goodwill could cause a decline in our net worth. Our total assets include substantial goodwill. At December 31, 2011, our goodwill totaled $366.1 million. The goodwill results from our prior acquisitions, representing the excess of the purchase price we paid over the net assets of the companies acquired. We assess whether there has been an impairment in the value of our goodwill during each calendar year or sooner if triggering events warrant. If future operating performance at one or more of our reporting units does not meet expectations or fair values fall due to significant stock market declines, we may be required to reflect a non-cash charge to operating results for goodwill impairment. The recognition of an impairment of a significant portion of goodwill would negatively affect our results of operations and total capitalization, the effect of which could be material.

We could be adversely affected by changes in interest rates. Our profitability may be adversely affected as a result of increases in interest rates. At December 31, 2011, we and our subsidiaries had approximately $346.1 million aggregate principal amount of consolidated debt obligations outstanding, of which approximately 84% had interest rates that float with the market. A 100 basis point increase in the interest rate on the floating rate debt in effect at December 31, 2011 would have resulted in an approximate $2.9 million annualized increase in interest expense.

We may not realize all of the sales expected from our existing backlog or anticipated orders. At December 31, 2011, we had $581.9 million of order backlog, the majority of which related to aerospace OEM customers. There can be no assurances that the revenues projected in our backlog will be realized or, if realized, will result in profits. We consider backlog to be firm customer orders for future delivery. From time to time, OEM customers of Precision Components provide projections of components and assemblies that they anticipate purchasing in the future under new and existing programs. Such projections are not included in our backlog unless we have received a firm order from our customers. Our customers may have the right under certain circumstances and with certain penalties or consequences to terminate, reduce or defer firm orders that we have in backlog. If our customers terminate, reduce or defer firm orders, we may be protected from certain costs and losses, but our sales will nevertheless be adversely affected. Although we strive to maintain ongoing relationships with our customers, there is an ongoing risk that orders may be cancelled or rescheduled due to fluctuations in our customers’ business needs or purchasing budgets.

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Also, our realization of sales from new and existing programs is inherently subject to a number of important risks and uncertainties, including whether our customers execute the launch of product programs on time, or at all, the number of units that our customers actually produce, the timing of production and manufacturing insourcing decisions made by our customers. In addition, until firm orders are placed, our customers generally have the right to discontinue a program or replace us with another supplier at any time without penalty. Our failure to realize sales from new and existing programs could have a material adverse effect on our net sales, results of operations and cash flows.

We may not recover all of our up-front costs related to new or existing programs. New programs require significant up-front investments for capital equipment, engineering, inventory, design and tooling. As OEMs in the transportation and aerospace industries have looked to suppliers to bear increasing responsibility for the design, engineering and manufacture of systems and components, they have increasingly shifted the financial risk associated with those responsibilities to the suppliers as well. This trend is likely to continue and is most evident in the area of engineering cost reimbursement. We cannot assure you that we will have adequate funds to make such up-front investments or to recover such costs from our customers as part of our product pricing. In the event that we are unable to make such investments, or to recover them through sales or direct reimbursement from our customers, our profitability, liquidity and cash flows may be adversely affected. In addition, we incur costs and make capital expenditures for new program awards based upon certain estimates of production volumes and production complexity. While we attempt to recover such costs and capital expenditures by appropriately pricing our products, the prices of our products are based in part upon planned production volumes. If the actual production is significantly less than planned or significantly more complex than anticipated, we may be unable to recover such costs. In addition, because a significant portion of our overall costs is fixed, declines in our customers’ production levels can adversely affect the level of our reported profits even if our up-front investments are recovered.

We may not realize all of the intangible asset related to RSPs. Our total investments in participation fees under our RSPs as of December 31, 2011 equaled $293.7 million, all of which have been paid. At December 31, 2011, the remaining unamortized balance of these participation fees was $247.3 million. We participate in aftermarket RSPs under which we receive an exclusive right to supply designated aftermarket parts over the life of the related aircraft engine program to a large aerospace manufacturer. As consideration, we pay participation fees, which are recorded as long-lived intangible assets and are recognized as a reduction of sales over the estimated useful life of the related engine programs which range up to 30 years. The realizability of each intangible asset is dependent upon future revenues related to the program’s aftermarket parts and is subject to impairment testing whenever events or circumstances indicate that its carrying amount may not be recoverable. The potential exists that actual revenues will not meet expectations due to a change in market conditions, including, for example, the replacement of older airplane engines with new, more fuel-efficient engines. A shortfall in future revenues may result in the failure to realize the total amount of the investments, which could adversely affect our financial condition and results of operations and cash flows. In addition, future growth and profitability could be impacted by increasing management fees, amortization of the participation fees and the expiration of the Singapore Pioneer tax incentives on these programs.

We face risks of cost overruns and losses on fixed-price contracts. We sell certain of our products under firm, fixed-price contracts providing for a fixed price for the products regardless of the production or purchase costs incurred by us. The cost of producing products may be adversely affected by increases in the cost of labor, materials, fuel, outside processing, overhead and other factors, including manufacturing inefficiencies. Increased production costs may result in cost overruns and losses on contracts.

The departure of existing management and key personnel, a shortage of skilled employees or a lack of qualified sales professionals could materially affect our business, operations and prospects. Our executive officers are important to the management and direction of our business. Our future success depends, in large part, on our ability to retain or replace these officers and other capable management personnel. Although we believe we will be able to attract and retain talented personnel and replace key personnel should the need arise, our inability to do so could have a material adverse effect on our business, financial condition, results of operations or cash flows. Because of the complex nature of many of our products and services, we are generally dependent on an educated and highly skilled workforce. In addition, there are significant costs associated with the hiring and training of sales professionals. We could be adversely affected by a shortage of available skilled employees or the loss of a significant number of our sales professionals.

Any product liability, warranty, contractual or other claims in excess of insurance may adversely affect our financial condition. Our operations expose us to potential product liability risks that are inherent in the design, manufacture and sale of our products and the products we buy from third parties and sell to our customers, or to potential warranty, contractual or other claims. For example, we may be exposed to potential liability for personal injury, property damage or death as a result of the failure of a spring or other part in a vehicle or an aircraft component designed, manufactured or sold by us, or the failure of an aircraft component that has been serviced by us or of the components themselves, including potentially

7

hazardous substances in a product purchased by us and sold by us to one of our customers. While we have liability insurance for certain risks, our insurance may not cover all liabilities. Additionally, insurance coverage may not be available in the future at a cost acceptable to us. Any material liability not covered by insurance or for which third-party indemnification is not available for the full amount of the loss could have a material adverse effect on our financial condition, results of operations and cash flows.

Our business, financial condition, results of operations and cash flows could be adversely impacted by strikes or work stoppages. Approximately 13% of our U.S. employees are covered by collective bargaining agreements and 42% of our non-U.S. employees are covered by collective bargaining agreements or statutory trade union agreements. In 2012, we will be negotiating collective bargaining agreements with unionized employees at our Corry, PA, Milwaukee, WI, and Germany locations, which collectively cover approximately 300 employees. In addition, we have annual negotiations in Mexico and Brazil and, collectively, these negotiations also cover approximately 300 employees in those two countries. Although we believe that our relations with our employees are good, we cannot assure you that we will be successful in negotiating new collective bargaining agreements or that such negotiations will not result in significant increases in the cost of labor, including healthcare, pensions or other benefits. Any potential strikes or work stoppages, and the resulting adverse impact on our relationships with customers, could have a material adverse effect on our business, financial condition, results of operations or cash flows. Similarly, a protracted strike or work stoppage at any of our major customers, suppliers or other vendors could materially adversely affect our business.

Changes in accounting guidance and taxation requirements could affect our financial results. New accounting guidance that may become applicable to us from time to time, or changes in the interpretations of existing guidance, could have a significant effect on our reported results for the affected periods. In addition, our products are subject to import and excise duties and/or sales or value-added taxes in many jurisdictions in which we operate. Increases in indirect taxes could affect our products’ affordability and therefore reduce our sales. We are also subject to income tax in numerous jurisdictions in which we generate revenues. Changes in tax laws, tax rates or tax rulings may have a significant adverse impact on our effective tax rate. Among other things, our tax liabilities are affected by the mix of pretax income or loss among the tax jurisdictions in which we operate and repatriation of foreign earnings to the United States. We must exercise judgment in determining our worldwide provision for income taxes, interest and penalties; accordingly, future events could change management’s assessment of these amounts.

RISKS RELATED TO THE INDUSTRIES IN WHICH WE OPERATE

A general economic downturn could adversely affect our business and financial results. All of our businesses are impacted by the health of the economies in which they operate. A decline in economies in which we operate could reduce demand for our products and services or increase pricing pressures, thereby having an adverse impact on our business, financial condition, results of operations and cash flows. We derive a large portion of our sales from the transportation industry. The operation of our business within that industry subjects us to the pressures applicable to all companies operating in it, including unfavorable pricing pressures. While the precise effects of instability in the transportation industry are difficult to determine, they may negatively impact our business, financial condition, results of operations and cash flows.

We operate in very competitive markets. We may not be able to compete effectively with our competitors, and competitive pressures could adversely affect our business, financial condition and results of operations. Our two global business segments compete with a number of larger and smaller companies in the markets we serve. Some of our competitors have greater financial, production, research and development, or other resources than we do. Within the aerospace aftermarket business unit, certain of our OEM customers compete with our repair and overhaul business. Some of our OEM customers in the aerospace industry also compete with us where they have the ability to manufacture the components and assemblies that we supply to them but have chosen, for capacity limitations, cost considerations or other reasons, to outsource the manufacturing to us. Our two business segments compete on the basis of price, service, quality, reliability of supply, technology, innovation and design. The products sold by Logistics and Manufacturing Services are not unique, and its competitors carry substantially similar products. We must continue to make investments to maintain and improve our competitive position. We cannot assure you that we will have sufficient resources to continue to make such investments or that we will be successful in maintaining our competitive position. Our competitors may develop products or services, or methods of delivering those products or services that are superior to our products, services or methods. Our competitors may also adapt more quickly than we to new technologies or evolving customer requirements. Pricing pressures could cause us to adjust the prices of certain of our products to stay competitive. We cannot assure you that we will be able to compete successfully with our existing or future competitors. Also, if consolidation of our existing competitors occurs, we expect the competitive pressures we face to increase. Our failure to compete successfully could adversely affect our business, financial condition, results of operations and cash flows.

Our customers’ businesses are generally cyclical. Weaknesses in the industries in which our customers operate could impact our revenues and profitability. The industries to which we sell tend to decline in response to overall declines in

8

industrial production. The OEM aerospace unit of Precision Components and the aftermarket aerospace unit of Logistics and Manufacturing Services are heavily dependent on the commercial aerospace industry, which is cyclical and a long cycle industry. In addition, parts of both Precision Components and Logistics and Manufacturing Services are dependent on the transportation industry, and general industrial and tooling markets, all of which are also cyclical. Many of our customers have historically experienced periodic downturns, which often have had a negative effect on demand for our products.

Original equipment manufacturers in the aerospace and transportation industries have significant pricing leverage over suppliers and may be able to achieve price reductions over time. Additionally, we may not be successful in our efforts to raise prices on our customers. There is substantial and continuing pressure from OEMs in the transportation industries, including automotive and aerospace, to reduce the prices they pay to suppliers. We attempt to manage such downward pricing pressure, while trying to preserve our business relationships with our customers, by seeking to reduce our production costs through various measures, including purchasing raw materials and components at lower prices and implementing cost-effective process improvements. Our suppliers have periodically resisted, and in the future may resist, pressure to lower their prices and may seek to impose price increases. If we are unable to offset OEM price reductions, our profitability and cash flows could be adversely affected. In addition, OEMs have substantial leverage in setting purchasing and payment terms, including the terms of accelerated payment programs under which payments are made prior to the account due date in return for an early payment discount. OEMs can unexpectedly change their purchasing policies or payment practices, which could have a negative impact on our short-term working capital.

Demand for our defense-related products depends on government spending. A portion of the Precision Components aerospace units’ sales are derived from the military market, including single-sourced and dual-sourced sales. The military market is largely dependent upon government budgets and is subject to governmental appropriations. Although multi-year contracts may be authorized in connection with major procurements, funds are generally appropriated on a fiscal year basis even though a program may be expected to continue for several years. Consequently, programs are often only partially funded and additional funds are committed only as further appropriations are made. We cannot assure you that maintenance of or increases in defense spending will be allocated to programs that would benefit our business. Moreover, we cannot assure you that new military aircraft programs in which we participate will enter full-scale production as expected. A decrease in levels of defense spending or the government’s termination of, or failure to fully fund, one or more of the contracts for the programs in which we participate could have a material adverse effect on our financial position and results of operations.

The consolidation occurring in the industries in which we operate could adversely affect our business and financial results. The industries in which we operate have been experiencing consolidation. There has been consolidation of both suppliers and the customers we serve. Supplier consolidation is in part attributable to OEMs more frequently awarding long-term sole source or preferred supplier contracts to the most capable suppliers in an effort to reduce the total number of suppliers from whom components and systems are purchased. We cannot assure you that our business, financial condition, results of operations or cash flows will not be adversely impacted as a result of consolidation by our competitors or customers.

The aerospace industry is highly regulated. Complications related to aerospace regulations may adversely affect the Company. A substantial portion of our income is derived from our aerospace businesses. The aerospace industry is highly regulated in the United States by the Federal Aviation Administration, or FAA, and in other countries by similar regulatory agencies. We must be certified by these agencies and, in some cases, by individual OEMs in order to engineer and service systems and components used in specific aircraft models. If material authorizations or approvals were delayed, revoked or suspended, our business could be adversely affected. New or more stringent governmental regulations may be adopted, or industry oversight heightened, in the future, and we may incur significant expenses to comply with any new regulations or any heightened industry oversight.

Environmental regulations impose costs and regulatory requirements on our operations. Environmental compliance may be more costly than we expect, and we may be subject to material environmental-based claims in the future. Our past and present business operations and past and present ownership and operations of real property and the use, sale, storage and handling of chemicals and hazardous products subject us to extensive and changing U.S. federal, state and local environmental laws and regulations, as well as those of other countries, pertaining to the discharge of materials into the environment, enforcement, disposition of wastes (including hazardous wastes), the use, shipping, labeling, and storage of chemicals and hazardous materials, building requirements, or otherwise relating to protection of the environment. We have experienced, and expect to continue to experience, costs to comply with environmental laws and regulations. In addition, new laws and regulations, stricter enforcement of existing laws and regulations, the discovery of previously unknown contamination or the imposition of new clean-up requirements could require us to incur costs or become subject to new or increased liabilities that could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We use and generate hazardous substances and wastes in our operations. In addition, many of our current and former properties are or have been used for industrial purposes. Accordingly, we monitor hazardous waste management and applicable

9

environmental permitting and reporting for compliance with applicable laws at our locations in the ordinary course of our business. We may be subject to potential material liabilities relating to any investigation and clean-up of our locations or properties where we delivered hazardous waste for handling or disposal that may be contaminated or which may have been contaminated prior to our purchase, and to claims alleging personal injury.

High jet fuel and other energy prices may impact our operating results. Fuel costs constitute a significant portion of operating expenses for companies in the aerospace industry. Widespread disruption to oil production, refinery operations and pipeline capacity in certain areas of the United States can increase the price of jet fuel significantly. Conflicts in the Middle East, an important source of oil for the U.S. and other countries where we do business, cause prices for fuel to be volatile and often significantly higher than historic levels. Because many of our customers and we are in the aerospace industry, increased fuel costs could have a material adverse effect on our financial condition or results of operations. The price of energy generally impacts the cost of operating our manufacturing and distribution operations. We have experienced significant increases in energy costs, and energy costs could continue to rise, which would result in higher transportation, freight and other operating costs. We cannot guarantee that we will be able to pass along energy costs to our customers through increased prices.

Products and services of the mature industries in which we operate may be rendered obsolete by new products, technologies and processes. Our manufacturing operations focus on highly engineered components which require extensive engineering and research and development time. Our competitive advantage may be adversely impacted if we cannot continue to introduce new products ahead of our competition, or if our products are rendered obsolete by other products or by new, different technologies and processes. Additionally, we may face increased or unexpected costs associated with new product introduction including the use of additional resources such as personnel.

RISKS RELATED TO RESTRUCTURING, ACQUISITIONS, DIVESTITURES AND JOINT VENTURES

Our acquisition and divestiture strategies and our restructuring activities may not be successful. We have made a number of acquisitions in the past and we anticipate that we may, from time to time, acquire additional businesses, assets or securities of companies that we believe would provide a strategic fit with our businesses. A significant portion of the industries that we serve are mature industries. As a result, our future growth may depend in part on the successful acquisition and integration of businesses into our existing operations. We may not be able to identify and successfully negotiate suitable acquisitions, obtain financing for future acquisitions on satisfactory terms, obtain regulatory approvals or otherwise complete acquisitions in the future. We have also in the past divested assets and businesses. We may in the future engage in discussions with potential acquirers of certain of our assets or businesses in order to meet our strategic objectives, but we cannot provide any assurance that we will be successful in finding suitable purchasers for any such desired sale of such assets or businesses.

We will need to integrate any acquired businesses with our existing operations. We cannot assure you that we will effectively assimilate the business or product offerings of acquired companies into our business or product offerings or realize anticipated operational synergies. In connection with the integration of acquired operations or the conduct of our overall business strategies, we may periodically restructure our businesses and/or sell assets or portions of our business. Integrating the operations and personnel of acquired companies into our existing operations may result in difficulties, significant expense and accounting charges, disrupt our business or divert management’s time and attention.

Acquisitions involve numerous other risks, including potential exposure to unknown liabilities of acquired companies and the possible loss of key employees and customers of the acquired business. In connection with acquisitions or joint venture investments outside the U.S., we may enter into derivative contracts to purchase foreign currency in order to hedge against the risk of foreign currency fluctuations in connection with such acquisitions or joint venture investments, which subjects us to the risk of foreign currency fluctuations associated with such derivative contracts. Additionally, our final determinations and appraisals of the fair value of assets acquired and liabilities assumed in our acquisitions may vary materially from earlier estimates. We cannot assure you that the fair value of acquired businesses will remain constant.

If we engage in a divestiture of assets or a business, we cannot be certain that our business, operating results and financial condition will not be materially and adversely affected. A successful divestiture depends on various factors, including our ability to effectively transfer liabilities, contracts, facilities and employees to any purchaser, identify and separate the intellectual property to be divested from the intellectual property that we wish to retain, reduce fixed costs previously associated with the divested assets or business, and collect the proceeds from any divestitures. In addition, if customers of the divested business do not receive the same level of service from the new owners, this may adversely affect our other businesses to the extent that these customers also purchase other products offered by us. All of these efforts require varying levels of management resources, which may divert our attention from other business operations. If we do not realize the expected benefits or synergies of any divestiture transaction, our consolidated financial position, results of operations and cash flows could be negatively impacted. In addition, divestitures of businesses involve a number of risks, including the

diversion of management and employee attention, significant costs and expenses, the loss of customer relationships, and a

10

decrease in revenues and earnings associated with the divested business. Furthermore, divestitures potentially involve significant post-closing separation activities, which could involve the expenditure of material financial resources and significant employee resources.

We may not achieve expected cost savings from restructuring activities and actual charges, costs and adjustments due to restructuring activities may vary materially from our estimates. Our ability to realize anticipated cost savings, synergies and revenue enhancements may be affected by a number of factors, including the following: our ability to effectively eliminate duplicative back office overhead and overlapping sales personnel, rationalize manufacturing capacity, synchronize information technology systems, consolidate warehousing and distribution facilities and shift production to more economical facilities; significant cash and non-cash integration and implementation costs or charges in order to achieve those cost savings, which could offset any such savings and other synergies resulting from our acquisitions or divestitures; and our ability to avoid labor disruption in connection with integration efforts or divestitures.

Any joint ventures or teaming arrangements we enter into may not be successful. We may enter into joint ventures or teaming arrangements. Partners with whom we share control may at any time have economic, business or legal interests or goals that are inconsistent with our goals or the goals of the joint venture or arrangement. Our joint venture or teaming arrangements may require us to pay certain costs or to make certain capital investments and we may have little control over the amount or the timing of these payments and investments. In addition, our joint venture or teaming partners may be unable to meet their economic or other obligations and we may be required to fulfill those obligations alone. Our failure or the failure of an entity in which we have a joint venture interest or teaming arrangement to adequately manage the risks associated with any acquisitions, joint ventures or teaming arrangements could have a material adverse effect on our financial condition or results of operations. We cannot assure you that any of our joint ventures or teaming arrangements will be profitable or that forecasts regarding joint venture or teaming activities will be accurate. In particular, risks and uncertainties associated with our joint ventures and teaming arrangements include, among others, the joint venture’s or teaming partner’s ability to operate its business successfully, to develop appropriate standards, controls, procedures and policies for the growth and management of the joint venture or teaming arrangement and the strength of the their relationships with employees, suppliers and customers.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

We operate 23 manufacturing facilities throughout the world, 17 of which are part of the Precision Components segment, and the balance are part of Logistics and Manufacturing Services. Thirteen of the facilities are in the United States; the balance are located in Europe, Asia, Mexico and Brazil. Seventeen of the facilities are owned; the balance are leased.

In addition to its manufacturing facilities, Precision Components has 15 facilities engaged in activities related to its manufacturing operations, including sales, assembly, development and distribution.

Logistics and Manufacturing Services operates 11 distribution centers: 8 in the United States, and the balance in Canada. Three of the distribution centers are owned; the balance are leased. Logistics and Manufacturing Services also has 10 sales and support facilities, 9 of which are leased. Two of the facilities are in the United States; the balance are located in Europe, Canada, Mexico, Singapore, Brazil and China. Logistics and Manufacturing Services also has one global sourcing office in Asia.

The Company’s corporate office in Bristol, Connecticut is owned.

Item 3. Legal Proceedings

The Company was named in a lawsuit arising out of an alleged breach of contract and implied warranty by a customer of Toolcom, a division of the Logistics and Manufacturing Services segment, related to the sale of certain products prior to the Company’s 2005 acquisition of Toolcom. In 2006, the plaintiff filed the lawsuit in civil court in Scotland and asserted that certain products sold were not fit for a particular use and claims approximately 5.5 million pounds sterling (approximately $8.5 million at December 31, 2011) in damages, plus interest at the statutory rate of 8% per annum and costs. In 2010, the court found that Toolcom was in breach of contract and implied warranty, and ordered Toolcom to pay a portion of the plaintiff’s attorneys’ fees. The court has not made determinations as to causation and damages. Although the Company intends to vigorously defend its position with respect to causation and damages, based on reviews of the currently available information and acknowledging the uncertainties of litigation, management has provided for what it believes to be a reasonable estimate of loss exposure. While it is currently not possible to determine the ultimate outcome of this matter, the Company believes that any ultimate losses would not be expected to have a material adverse effect on the Company’s consolidated financial position

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or cash flows, but could be material to the consolidated results of operations of any one period.

In addition, we are subject to litigation from time to time in the ordinary course of business and various other suits, proceedings and claims are pending against us and our subsidiaries. While it is not possible to determine the ultimate disposition of each of these proceedings and whether they will be resolved consistent with our beliefs, we expect that the outcome of such proceedings, individually or in the aggregate, will not have a material adverse effect on our financial condition or results of operations.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

(a) Market Information

The Company’s common stock is traded on the New York Stock Exchange under the symbol “B”. The following table sets forth, for the periods indicated, the low and high sales intra-day trading price per share, as reported by the New York Stock Exchange, and dividends declared and paid.

	2011
	Low		High		Dividends
Quarter ended March 31	$	19.64	$	22.00	$	0.08
Quarter ended June 30	20.22		25.85		0.08
Quarter ended September 30	18.70		25.82		0.08
Quarter ended December 31	17.47		25.15		0.10

	2010
	Low		High		Dividends
Quarter ended March 31	$	15.00	$	20.16	$	0.08
Quarter ended June 30	16.16		22.40		0.08
Quarter ended September 30	14.95		18.87		0.08
Quarter ended December 31	17.03		21.27		0.08

Stockholders

As of February 10, 2012, there were approximately 5,237 holders of record of the Company’s common stock. A significant number of the outstanding shares of common stock which are beneficially owned by individuals or entities are registered in the name of a nominee of The Depository Trust Company, a securities depository for banks and brokerage firms. Accordingly, the Company believes that there are approximately 14,415 beneficial owners of its common stock.

Dividends

Payment of future dividends will depend upon the Company’s financial condition, results of operations and other factors deemed relevant by the Company’s Board of Directors, as well as any limitations resulting from financial covenants under the Company’s credit facilities. See the table above for dividend information for 2011 and 2010.

Securities Authorized for Issuance Under Equity Compensation Plans

For information regarding Securities Authorized for Issuance Under Equity Compensation Plans, see Part III, Item 12 of this Annual Report.

Performance Graph

A stock performance graph based on cumulative total returns (price change plus reinvested dividends) for $100 invested on December 31, 2006 is set forth below.

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	2006		2007		2008		2009		2010		2011
BGI	$	100.0	$	156.5	$	70.0	$	84.8	$	105.6	$	125.1
S&P 600	$	100.0	$	99.7	$	68.7	$	86.3	$	109.0	$	110.1
Russell 2000	$	100.0	$	98.4	$	65.1	$	82.9	$	105.2	$	100.8

The performance graph does not include a published industry or line-of-business index or peer group of similar issuers because the Company is in multiple lines of business and does not believe a meaningful published index or peer group can be reasonably identified. Accordingly, as permitted by Securities and Exchange Commission (“SEC”) rules, the graph includes the S&P 600 Small Cap Index and the Russell 2000 Index, which are comprised of issuers with generally similar market capitalizations to that of the Company.

(c) Issuer Purchases of Equity Securities

Period	(a) Total Number of Shares (or Units) Purchased		(b) Average Price Paid Per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs(2)
October 1-31, 2011	1,718		$	20.90	—	5,000,000
November 1-30, 2011	500,000		$	23.39	500,000	4,500,000
December 1-31, 2011	—		—		—	4,500,000
Total	501,718	(1)	$	23.39	500,000

________________________

(1) Other than 500,000 shares purchased in the fourth quarter of 2011 which were purchased as part of the Company's publicly announced plans, all acquisitions of equity securities during the fourth quarter of 2011 were the result of the operation of the terms of the Company's stockholder-approved equity compensation plans and the terms of the equity rights granted pursuant to those plans to pay for the related income tax upon issuance of shares. The purchase price of a share of stock used for tax withholding is the market price on the date of issuance.

(2) The program was publicly announced on October 20, 2011 authorizing repurchase of up to 5.0 million shares of its common stock. This program replaced a previous authorization for the repurchase of up to 5.0 million shares of its common stock that was approved on May 8, 2008.

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Item 6. Selected Financial Data

	2011 (3)			2010(3)			2009 (3)			2008 (3)			2007 (3)
Per common share (1)
Income from continuing operations
Basic	$	1.66		$	0.97		$	0.79		$	1.85		$	1.87
Diluted	1.64			0.96			0.79			1.79			1.74
Net income
Basic	1.17			0.96			0.72			1.53			1.83
Diluted	1.16			0.95			0.72			1.48			1.70
Dividends declared and paid	0.34			0.32			0.48			0.62			0.545
Stockholders’ equity (at year-end)	13.29			13.23			12.50			11.46			12.24
Stock price (at year-end)	24.11			20.67			16.90			14.50			33.39
For the year(in thousands)
Net sales	$	1,169,355		$	1,028,617		$	923,353		$	1,232,196		$	1,292,352
Operating income	127,555			86,398			63,475			153,670			155,042
As a percent of net sales	10.9		%	8.4		%	6.9		%	12.5		%	12.0		%
Income from continuing operations	$	91,573		$	53,978		$	42,830		$	99,736		$	99,919
As a percent of net sales	7.8		%	5.2		%	4.6		%	8.1		%	7.7		%
Net income	$	64,715		$	53,278		$	39,001		$	82,578		$	97,612
As a percent of net sales	5.5		%	5.2		%	4.2		%	6.7		%	7.6		%
As a percent of average stockholders’ equity	8.4		%	7.7		%	6.2		%	11.6		%	16.3		%
Depreciation and amortization	$	58,904		$	52,770		$	51,487		$	52,403		$	50,607
Capital expenditures	37,082			28,759			30,502			51,869			50,197
Weighted average common shares outstanding – basic	55,215			55,260			53,880			53,989			53,295
Weighted average common shares outstanding – diluted	55,932			55,925			54,206			55,813			57,526
Year-end financial position(in thousands)
Working capital	$	332,316		$	167,344		$	213,392		$	288,351		$	177,047
Goodwill	366,104			384,241			373,564			361,930			380,486
Other intangible assets, net	272,092			290,798			303,689			316,817			330,458
Property, plant and equipment, net	210,784			218,434			224,963			235,035			230,545
Total assets	1,440,365			1,403,257			1,351,990			1,435,355			1,532,495
Long-term debt and notes payable	346,052			357,718			351,468			465,961			400,558
Stockholders’ equity	722,400			712,119			684,713			598,574			661,870
Debt as a percent of total capitalization (2)	32.4		%	33.4		%	33.9		%	43.8		%	37.7		%
Statistics
Employees at year-end (4)	4,387			4,352			4,310			4,969			5,640

________________________

(1) Income from continuing operations and net income per common share are based on the weighted average common shares outstanding during each year. Stockholders’ equity per common share is calculated based on actual common shares outstanding at the end of each year.

(2) Debt includes all interest-bearing debt and total capitalization includes interest-bearing debt and stockholders’ equity.

(3) During 2011, the Company sold the Barnes Distribution Europe business within its Logistics and Manufacturing Services segment. During 2008, the Company exited certain non-core businesses within its Logistics and Manufacturing Services segment in the United Kingdom. The results of these businesses have been segregated and treated as discontinued operations in the Company's Consolidated Financial Statements. All previously reported financial information has been adjusted on a retrospective basis to reflect the discontinued operations.

(4) The number of employees at each year-end includes employees of continuing operations and excludes employees of the discontinued operations.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

OVERVIEW

During the fourth quarter of 2011, the Company completed the sale of its Barnes Distribution Europe businesses (the "BDE" business). The BDE business was comprised of the Company's European KENT, Toolcom and BD France distribution businesses that were reported within the Company's Logistics and Manufacturing Services segment. The results of these operations have been segregated and presented as discontinued operations in the consolidated financial statements.

All previously reported financial information has been adjusted on a retrospective basis to reflect the discontinued operations for all years presented.

In the first quarter of 2012, the Company is realigning its organizational structure by aligning its strategic business units which will result in in three reportable business segments: Aerospace, Industrial and Distribution. All previously reported segment information will be adjusted on a retrospective basis to reflect this change beginning in the first quarter of 2012.

2011 Highlights

The Company achieved sales of $1,169.4 million in 2011, an increase of $140.7 million, or 13.7%, from 2010. Both of the Company's business segments experienced higher levels of organic growth that resulted from strength in our end-markets. In the Logistics and Manufacturing Services segment, the aerospace aftermarket business evidenced volume increases in overhaul and repair activity. An increase in sales contrasted the trend of deferred maintenance throughout 2010. The broad end-markets of the distribution businesses in North America continued to demonstrate growth during 2011. At Precision Components, sales in 2011 were favorably impacted by strong demand in the industrial and transportation end-markets as well as growth in the aerospace original equipment manufacturing (OEM) business.

Operating income increased 47.6% from $86.4 million in 2010 to $127.6 million in 2011 and operating margin improved to 10.9% from 8.4% in 2010. Higher sales volumes and other operational improvements, including the benefit of lower cost structures resulting from earlier initiatives, contributed to the growth in operating income. Sales productivity improvements within the distribution and aerospace aftermarket businesses primarily drove the growth in operating income.

The Company focused on profitable sales growth and productivity improvements as key strategic objectives in 2011. In addition, management continued its focus on cash flow and working capital management in 2011 and generated $121.0 million in cash flow from operations. The Company continued to make significant investments in working capital during 2011, primarily as a result of improving business conditions and higher customer demand.

Management Objectives

Management continues to focus on three areas of development: employees, processes and strategy which, in combination, are expected to generate long-term value for its stockholders. The Company's strategies for growth include both organic growth from new products, services, markets and customers, and growth from acquisitions. The Company's strategies for profitability include worldwide application of lean principles, productivity and process initiatives, such as production realignment, and efficiency and cost-saving measures.

Acquisitions and strategic relationships have historically been a key growth driver for the Company in both of its segments and it continues to seek alliances which foster long-term business relationships and expand geographic reach. The Company continually evaluates its existing portfolio to optimize product offerings and maximize value.

Our Business

Barnes Group consists of two operating segments: Logistics and Manufacturing Services, and Precision Components. In both of these businesses, Barnes Group is among the leaders in the market niches served, and has highly recognized brands for many of the products it sells or manufactures.

The Logistics and Manufacturing Services segment provides value-added logistical support and repair services. Value-added logistical support services include inventory management, technical sales, and supply chain solutions for maintenance, repair, operating, and production supplies and services. Repair services provided include the manufacturing of spare parts for the refurbishment and repair of highly engineered components and assemblies for commercial and military aviation.

Precision Components is a global supplier of engineered components for critical applications focused on providing solutions for a diverse industrial, transportation and aerospace customer base. It is equipped to produce virtually every type of

16

precision spring, from fine hairsprings for electronics and instruments to large heavy-duty springs for machinery as well as precision-machined and fabricated components and assemblies for OEM turbine engine, airframe and industrial gas turbine builders throughout the world, and the military. It is also a leading manufacturer and supplier of precision mechanical products, including mechanical springs, compressor reed valves and nitrogen gas products. Precision Components also manufactures high-precision punched and fine-blanked components used in transportation and industrial applications, nitrogen gas springs and manifold systems used to precisely control stamping presses, and retention rings that position parts on a shaft or other axis.

Key Performance Indicators

Management evaluates the performance of its reportable segments based on the operating profit of the respective businesses, which includes net sales, cost of sales, selling and administrative expenses and certain components of other income and other expenses, as well as the allocation of corporate overhead expenses. Management also uses an internal measurement tool called PPAT, or Performance Profit After Tax. PPAT is an economic value added (“EVA^®”) -like metric that calculates operating profit after tax, less a charge for the capital employed by the business. Management utilizes PPAT in economic decision-making, such as capital expenditures, investments in growth initiatives, customer pricing decisions, and evaluation of acquisitions.

Both segments have standard key performance indicators (“KPIs”), a number of which are focused on customer metrics (customer satisfaction score, on-time-delivery and quality), internal effectiveness and efficiency metrics (sales per employee, cost of quality, days working capital and controllable expenses), employee-related metrics (total recordable incident rate and lost time incident rate), and specific KPIs on profitable growth.

Key Industry Data

In each segment, management tracks a variety of economic and industry data as indicators of the health of a particular sector.

At Logistics and Manufacturing Services, the distribution business reviews data supplied by the Institute for Supply Management’s PMI Composite Index (the “PMI”) and the Federal Reserve’s Industrial Production Index (the “IPI”), which are monthly indicators of the health of U.S. manufacturing activity. Management tracks similar indices in Canada and for the European-based businesses. Management of the aftermarket aerospace operations monitors the number of aircraft in the active fleet, the number of planes temporarily or permanently taken out of service, aircraft utilization rates for the major airlines, engine shop visits, and traffic growth.

At Precision Components, key data for the industrial manufacturing operations include the IPI; the production of light vehicles, both in the U.S. and globally; tooling build schedules; durable goods orders; compressor build forecasts; and global industrial capital expenditures. The aerospace OEM business regularly tracks orders and deliveries for each of the major aircraft manufacturers, as well as engine purchases made for new aircraft. Management also monitors annual appropriations for the U.S. military related to new aircraft purchases and maintenance.

RESULTS OF OPERATIONS

Sales

($ in millions)	2011			2010			$ Change		% Change		2009
Logistics and Manufacturing Services	$	492.9		$	443.9		$	49.0	11.0	%	$	428.3
Precision Components	687.5			595.9			91.6		15.4	%	501.5
Intersegment sales	(11.0		)	(11.2		)	0.1		1.2	%	(6.4		)
Total	$	1,169.4		$	1,028.6		$	140.7	13.7	%	$	923.4

2011 vs. 2010:

Barnes Group reported net sales of $1,169.4 million in 2011, an increase of $140.7 million, or 13.7%, from 2010. The sales increase reflected $120.8 million of organic sales growth primarily at Precision Components. The weakening of the U.S. dollar against foreign currencies as compared to 2010, primarily in Europe, Brazil and Canada, increased net sales by $19.9 million in 2011. The Company’s international sales increased 19.9% year-over-year while domestic sales increased 9.1%. The Company's international sales in 2011 increased 13.8% from 2010 excluding the impact of foreign currency translation on sales.

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2010 vs. 2009:

In 2010, the Company reported net sales of $1,028.6 million, an increase of $105.2 million, or 11.4%, over 2009 net sales of $923.4 million. The sales increase reflected $100.5 million of organic sales growth primarily at Precision Components. Additionally, sales increased by the positive impact of foreign currency translation of $4.7 million in 2010 as the U.S. dollar weakened against certain foreign currencies, primarily in Canada. The Company’s international sales increased 22.7% year-over-year and domestic sales increased 7.1%. The Company's international sales in 2010 increased 20.8% from 2009 excluding the impact of foreign currency translation on sales.

Expenses and Operating Income

($ in millions)	2011			2010			$ Change		% Change		2009
Cost of sales	$	772.4		$	678.2		$	94.2	13.9	%	$	621.6
% sales	66.1		%	65.9		%					67.3		%
Gross profit (1)	$	397.0		$	350.4		$	46.6	13.3	%	$	301.7
% sales	33.9		%	34.1		%					32.7		%
Selling and administrative expenses	$	269.4		$	264.0		$	5.4	2.0	%	$	238.3
% sales	23.0		%	25.7		%					25.8		%
Operating income	$	127.6		$	86.4		$	41.2	47.6	%	$	63.5
% sales	10.9		%	8.4		%					6.9		%

 __________________

(1) Sales less cost of sales

2011 vs. 2010:

Cost of sales in 2011 increased 13.9% from 2010 primarily as a result of increased sales. The increase in cost of sales was slightly more than the percentage increase in sales and resulted in a reduction in gross profit margin of 20 basis points to 33.9%. Gross profit as a percentage of sales improved slightly in both segments, however the reduction in total gross margin reflects a shift to a higher percentage of sales from the Precision Component segment. Selling and administrative expenses increased 2.0% from 2010 and decreased as a percentage of sales. The increase in expenses reflects the higher sales as well as higher employee related costs including incentive compensation and retirement benefit costs. These increases were partially offset by lower costs related to commissions and the utilization of temporary personnel. Costs of sales and selling and administrative expenses were also impacted by the lower cost structures from previous actions.

2010 vs. 2009:

Cost of sales in 2010 increased 9.1% from 2009 primarily as a result of increased sales. The increase in cost of sales was less than the percentage increase in sales of 11.4%, and resulted in an improvement in gross profit margin of 140 basis points to 34.1%. Selling and administrative expenses increased 10.8% from 2009 as a result of the increase in sales as well as higher employee related costs, including commissions and employee incentive compensation. Costs of sales and selling and administrative expenses were also impacted by the lower cost structures from previous actions. In 2009, costs of $10.7 million related to the 2009 and 2008 actions taken primarily at Precision Components to restructure its operations were recorded primarily in selling and administrative expenses. As a result, operating income in 2010 increased 36.1% from 2009 and operating margin increased from 6.9% to 8.4%.

Interest expense

Interest expense in 2011 decreased $9.7 million to $10.3 million from 2010. The decrease in 2011 resulted from lower average interest rates and lower debt discount amortization related to the 3.75% Convertible Notes as compared to the 2010 period. The lower average interest rates reflect the shift to a significantly higher percentage of variable rate debt due to the retirement of the 7.80% Notes and the redemption of the 3.75% Convertible Notes, which were funded with the variable rate credit facility, and the expiration of the interest rate swap agreements. Interest expense decreased $2.5 million to $20.0 million in 2010 from 2009 primarily as a result of lower borrowings.

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Other expense (income), net

2011 vs. 2010:

Other expense (income), net in 2011 was $0.4 million compared to $2.6 million in 2010. Foreign currency transaction losses decreased from $1.7 million in 2010 to $0.2 million in 2011.

2010 vs. 2009:

Other expense (income), net in 2010 was $2.6 million compared to $(2.0) million in 2009. The 2009 results included a $3.8 million gain on the repurchase of certain convertible notes. Additionally, foreign currency transaction losses were $1.7 million in 2010 compared to $1.4 million in 2009.

Income Taxes

2011 vs. 2010:

The Company’s effective tax rate from continuing operations was 21.7% in 2011 compared with 15.4% in 2010. The increase in the effective tax rate from 2010 was primarily driven by the shift in the mix of income to higher-taxing jurisdictions and the impact of the increased repatriation of a portion of current year earnings to the U.S. During 2011, the Company repatriated a dividend from a portion of the current year foreign earnings to the U.S. in the amount of $17.5 million compared to $7.5 million in 2010. This incremental dividend increased tax expense by $3.9 million and increased the annual effective tax rate by 3.3 percentage points compared to 2010.

2010 vs. 2009:

The Company’s effective tax rate from continuing operations was 15.4% in 2010 compared with 0.3% in 2009. The increase in the effective tax rate from 2009 was primarily driven by the shift in the mix of income to higher-taxing jurisdictions and the impact of the repatriation of a portion of current year foreign earnings to the U.S. in the amount of $7.5 million. This dividend increased tax expense by $3.0 million and increased the 2010 annual effective tax rate by 4.7 percentage points.

See Note 13 of the Consolidated Financial Statements for a reconciliation of the U.S. federal statutory income tax rate to the consolidated effective income tax rate.

In connection with an IRS audit for the tax years 2000 through 2002, the IRS proposed adjustments to these tax years of approximately $16.5 million, plus a potential penalty of 20% of the tax assessment plus interest. The adjustment relates to the federal taxation of foreign income of certain foreign subsidiaries.  The Company filed an administrative protest of these adjustments.  In the third quarter of 2009, the Company was informed that its protest was denied and a tax assessment was received from the Appeals Office of the IRS.  In November 2009, the Company filed a petition against the IRS in the U.S. Tax Court contesting the tax assessment received.  Based on the schedule established by the court in September 2011 and developments to date, the Company expects a trial to begin during the first quarter of 2012. Depending on the outcome, an appeal by either party is possible. The Company continues to believe its tax position on the issues raised by the IRS is correct and the Company plans to continue to take appropriate actions to vigorously defend its position.  The Company believes it should prevail on this issue. While any additional impact on the Company's liability for income taxes cannot presently be determined, the Company continues to believe it is adequately provided for and the outcome is not expected to have a material effect on the Company's consolidated financial position or cash flows, but could be material to the consolidated results of operations of any one period.

Discontinued Operations

During the fourth quarter of 2011, the Company completed the sale of its Barnes Distribution Europe businesses (the "BDE business") to Berner SE, headquartered in Kunzelsau, Germany, in a cash transaction pursuant to a share and asset purchase agreement. The Company received gross proceeds of $33.4 million, which represents the initial stated purchase price, and which yielded net cash proceeds of $22.5 million after transaction costs, employee transaction related costs, closing adjustments and net cash sold, of which €9.0 million ($11.7 million) was placed in escrow. The funds will be released from escrow on August 31, 2012 unless they are required in the settlement of general representation or warranty claims. The results of the BDE business have been segregated and presented as discontinued operations. In 2011, the Company recorded a $26.9 million loss from discontinued operations which included pre-tax income of $1.0 million, a $26.7 million loss related to the transaction and $1.2 million of tax expense. The loss related to the transaction included a $16.8 million goodwill impairment charge related to the BDE business and $8.2 million of transaction and employee transaction related costs associated with the sale. See Note 2 of the Consolidated Financial Statements.

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Income and Income Per Share

(in millions, except per share)	2011			2010			Change			% Change		2009
Income from continuing operations	$	91.6		$	54.0		$	37.6		69.6	%	$	42.8
Loss from discontinued operations, net of income taxes	(26.9		)	(0.7		)	(26.2		)	NM		(3.8		)
Net income	$	64.7		$	53.3		$	11.4		21.5	%	$	39.0
Per common share:
Basic:
Income from continuing operations	$	1.66		$	0.97		$	0.69		71.1	%	$	0.79
Loss from discontinued operations, net of income taxes	(0.49		)	(0.01		)	(0.48		)	NM		(0.07		)
Net income	$	1.17		$	0.96		$	0.21		21.9	%	$	0.72
Diluted:
Income from continuing operations	$	1.64		$	0.96		$	0.68		70.8	%	$	0.79
Loss from discontinued operations, net of income taxes	(0.48		)	(0.01		)	(0.47		)	NM		(0.07		)
Net income	$	1.16		$	0.95		$	0.21		22.1	%	$	0.72
Weighted average common shares outstanding:
Basic	55.2			55.3			—			(0.1	)%	53.9
Diluted	55.9			55.9			—			NM		54.2

NM - Not meaningful

In 2011, basic and diluted income from continuing operations per common share increased 71.1% and 70.8%, respectively. The increases were directly attributable to the increase in income from continuing operations year over year. Basic weighted average shares outstanding decreased slightly as a result of 1,509,156 and 1,483,527 shares repurchased during 2011 and 2010, respectively, as part of the publicly announced repurchase programs.  The decrease was offset in part by additional shares issued for employee stock plans.  Diluted weighted average shares outstanding increased slightly as a result of the higher dilutive effect in 2011 of potentially issuable shares under the employee stock plans which was driven by an increase in the Company's stock price. The increase was partially offset by the decrease in basic weighted average shares outstanding.

Financial Performance by Business Segment

Logistics and Manufacturing Services

($ in millions)	2011			2010			$ Change		% Change		2009
Sales	$	492.9		$	443.9		$	49.0	11.0	%	$	428.3
Operating profit	64.8			39.1			25.6		65.5	%	48.7
Operating margin	13.1		%	8.8		%					11.4		%

2011 vs. 2010:

Logistics and Manufacturing Services recorded sales of $492.9 million in 2011, an 11.0% increase from 2010. Organic sales improved by $45.8 million, while the positive impact of foreign currency translation increased sales by approximately $3.2 million as the U.S. dollar weakened against currencies primarily in Europe and Canada. Sales growth occurred in the aerospace aftermarket business and in the North American distribution businesses as the industrial and transportation end-markets showed improvements throughout 2011. The aerospace aftermarket business benefited from increased levels of overhaul and repair activity during 2011. A significant growth in sales contrasted the trend of deferred maintenance throughout 2010.

Operating profit at Logistics and Manufacturing Services increased 65.5% from 2010 to $64.8 million. This increase during 2011 was driven primarily by the profit impact of higher sales volumes. Productivity improvements, including the favorable impact of lower cost structures in the North American distribution business, also contributed to the increase in

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operating profit. Operating profit increases for the segment were partially offset by higher employee related costs, including incentive compensation, and management fees related to the aerospace aftermarket RSP spare parts business.

Outlook:

Organic sales levels in the distribution businesses of the Logistics and Manufacturing Services segment are largely dependent upon the economy in the regions served, the retention of customers and continuation of existing sales volumes to such customers, and the effectiveness and size of sales forces. Both near-term and long-term economic conditions remain uncertain as customers within our distribution businesses continue to manage costs and inventory levels. Management believes future sales growth may result from improvements in economic and end-market conditions, pricing initiatives, and investments in market penetration activities and sales force productivity initiatives. Near-term sales levels in the aerospace aftermarket business are expected to continue reflecting recent trends towards increasing maintenance, repair and overhaul activity, but may be negatively impacted by short-term fluctuations in demand. Management continues to believe its aerospace aftermarket business is favorably positioned based on strong customer relationships including long-term maintenance and repair contracts in the overhaul and repair business, improvement in demand in the aftermarket spare parts businesses, expanded capabilities and current capacity levels.

Management is focused on growing operating profit at Logistics and Manufacturing Services primarily through organic sales growth, productivity initiatives and continued cost management. Operating profit is expected to continue to be affected by the profit impact of the changes in sales volume and sales mix, particularly as it relates to the highly profitable aftermarket RSP spare parts business, and investments made in each of its businesses. Management continues to actively manage commodity price increases through pricing actions and other productivity initiatives. In addition, the highly profitable aftermarket RSPs will continue to be impacted by the management fees payable to the customer which generally increase in the fourth or later years of each program. These and other similar fees are deducted from sales and temper sales growth of the aftermarket RSPs.

2010 vs. 2009:

Logistics and Manufacturing Services recorded sales of $443.9 million in 2010, a 3.6% increase from 2009. The increase was primarily a result of organic sales growth of $11.6 million which resulted largely from end-market improvements in the distribution businesses in North America. Sales in the aerospace aftermarket business decreased from 2009 and continued to be impacted by lower aircraft utilization and the deferred maintenance trend. Foreign currency translation had a positive impact on sales in 2010 of approximately $4.0 million as the U.S. dollar weakened against foreign currencies, primarily the Canadian dollar, as compared to 2009.

Operating profit at Logistics and Manufacturing Services decreased 19.7% to $39.1 million from 2009 primarily as a result of the profit impact from lower sales from the higher margin aerospace aftermarket business, continued investments to benefit sales force productivity in the distribution businesses, and higher product and employee related costs. Operating profit was favorably impacted by the profit impact of the sales volume increase in the North American distribution businesses as the industrial and transportation end-markets showed improvements from 2009.

Precision Components

($ in millions)	2011			2010			$ Change		% Change		2009
Sales	$	687.5		$	595.9		$	91.6	15.4	%	$	501.5
Operating profit	62.8			47.3			15.5		32.9	%	14.8
Operating margin	9.1		%	7.9		%					2.9		%

2011 vs. 2010:

Sales at Precision Components were $687.5 million in 2011, an increase of 15.4% from 2010. This increase was due primarily to organic sales increases of $74.9 million during 2011. The organic sales growth was driven by increases in the industrial manufacturing businesses based in North America and Europe reflecting improvements in the transportation industry, including automotive, and sales in the aerospace OEM business. The positive impact of foreign currency translation increased sales by approximately $16.7 million in 2011 as the U.S. dollar weakened against foreign currencies primarily in Europe and Brazil.

Operating profit in 2011 at Precision Components was $62.8 million, an increase of 32.9% from 2010. Operating profit

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improvements were due primarily to the profit impact of higher sales levels in 2011 combined with productivity improvements and lean initiatives. Operating profit increases for the segment were partially offset by higher costs associated with investments in new product introductions and outsourcing certain manufacturing processes.

Outlook:

In the industrial manufacturing businesses, management is focused on generating organic sales growth by leveraging the benefits of the diversified products and industrial end-markets in which its businesses have a global presence as well as gaining market share and introducing new products. Sales growth in the markets served by these businesses is expected to remain uncertain due to global economic conditions. Order activity in certain end-markets, including transportation, may provide extended sales growth. Strategic investments are expected to provide incremental benefits in the long term. Sales in the aerospace OEM business are impacted by the general state of the aerospace market driven by the worldwide economy and are driven by its order backlog through its participation in certain strategic commercial and military engine and airframe programs. Backlog in this business grew from $346.7 million at December 31, 2010 to $431.3 million at December 31, 2011, with an excess of 50% of this backlog expected to be shipped in the next 12 months. The aerospace OEM business may be impacted by adjustments of customer inventory levels, commodity availability and pricing, changes in the content levels on certain platforms including insourcing, changes in production schedules of specific engine and airframe programs, as well as the pursuit of new programs.

Operating profit is largely dependent on the sales volumes and mix within all businesses of the segment. Management continues to focus on improving profitability through organic sales growth, pricing initiatives, lean productivity and process improvements and investments to reduce outsourcing costs related to certain manufacturing processes. Management continues to actively manage commodity price increases through pricing and productivity initiatives. Costs associated with increases in new product introductions may negatively impact operating profit.

2010 vs. 2009:

Sales at Precision Components were $595.9 million in 2010, an increase of 18.8% from 2009. The sales increase resulted primarily from organic sales increases of $93.7 million which resulted mainly from increases in the industrial manufacturing businesses based in North America and Europe and from improvements in the transportation industry, including automotive. Sales in the aerospace OEM business were relatively flat in 2010 compared to 2009. The impact of foreign currency translation increased sales by approximately $0.7 million in 2010.

Operating profit in 2010 at Precision Components was $47.3 million compared to $14.8 million in 2009. Operating profit improvements in 2010 were due primarily to the profit impact of higher sales levels in 2010, lower cost structures resulting from previous actions and lean initiatives. However, these improvements in operating profit were partly offset by costs resulting from higher demand and new product introductions across the businesses including additional costs related to personnel, such as incentive compensation and temporary labor. Additionally, the 2009 results included approximately $10.7 million in restructuring charges primarily for employee termination costs and asset write-downs associated with moving the operations of two facilities.

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's 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 2012 will generate solid cash.  The Company closely monitors its cash generation, usage and preservation including the management of working capital to generate cash. 

Effective April 5, 2011, the Company exercised its right to redeem the remaining $92.5 million principal amount of the 3.75% Convertible Notes under their indenture agreement.  Of the total $92.5 million principal amount, $11.9 million of these notes were redeemed with accrued interest through the redemption date.  The remaining $80.6 million of these notes were surrendered for conversion.  The Company elected to pay cash to holders of the 3.75% Convertible Notes surrendered for conversion, including the value of any residual shares of common stock that were payable to the holders electing to convert their notes into an equivalent share value, resulting in a total cash payment of $90.4 million including a premium on conversion of $9.8 million which reduced the equity component by $6.1 million, net of tax of $3.7 million.  As a result of this transaction,

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the Company recaptured $40.2 million of previously deducted contingent convertible debt interest which resulted in a $15.3 million reduction in short-term deferred tax liabilities as well as a reduction of tax loss carryforwards reflected in long-term deferred tax assets.  The Company used borrowings under its senior credit facility to finance the redemption of the 3.75%Convertible Notes. 

The Company's 3.375% Convertible Notes are subject to redemption at their par value at any time, at the option of the Company, on or after March 20, 2014.  The note holders may also require the Company to redeem some or all of the 3.375% Convertible Notes on March 15th of 2014, 2017 and 2022.

On September 27, 2011, the Company entered into an amended and restated revolving credit agreement (the “Amended Credit Agreement”) with Bank of America, N.A. as the administrative agent. The Amended Credit Agreement increased the borrowing availability of the debt facility from $400 million to $500 million and extended the expiration date of the debt facility by four years from September 2012 to September 2016. At December 31, 2011, borrowings and availability under the Amended Credit Agreement were $281.9 million and $218.1 million, respectively.  Borrowings under the Amended Credit Agreement bear interest at LIBOR plus a spread ranging from 1.10% to 1.70%, depending on the Company's leverage ratio at the time of the borrowing. The Company paid fees and expenses of $2.0 million in conjunction with the refinancing of the Amended Credit Agreement; the fees will be amortized into interest expense through its maturity.

The Company's borrowing capacity is limited by various debt covenants within the Amended Credit Agreement. The Company's most restrictive financial covenant is the Senior Debt Ratio which requires the Company to maintain a ratio of Consolidated Senior Debt, as defined in the Amended Credit Agreement, to Consolidated EBITDA, as defined in the Amended Credit Agreement, of not more than 3.25 times at the end of each fiscal quarter ending on or before September 30, 2013, after which the ratio will decrease to 3.00 times. The actual ratio at December 31, 2011 was 1.61 times. In addition, the Amended Credit Agreement requires the Company to maintain a ratio of Consolidated Total Debt, as defined in the Amended Credit Agreement, to Consolidated EBITDA of not more than 4.00 times for each fiscal quarter ending on or before September 30, 2013, and thereafter of not more than 3.75 times at the end of any fiscal quarter, and a ratio of Consolidated EBITDA to Consolidated Cash Interest Expense, as defined in the Amended Credit Agreement, of not less than 4.25 times for each fiscal quarter ending on or before September 30, 2013, and thereafter of not less than 4.50 times at the end of any fiscal quarter. The Company closely monitors compliance with its various debt covenants. At December 31, 2011, the Company was in compliance with all covenants under the Amended Credit Agreement.  

The funded status of the Company's pension plans is dependent upon many factors, including returns on invested assets, discount rates, the level of market interest rates and benefit obligations. The funded status of the pension plans declined in 2011 primarily as a result of an increase in the projected benefit obligations of the Company's pension plans and other postretirement benefit plans. The projected benefit obligations increased following an update of certain actuarial assumptions including assumptions related to the discount rate, inflation rate and mortality rate on certain plans. The Company recorded a $41.4 million non-cash after-tax decrease in stockholders' equity (through other non-owner changes to equity) to record the current year adjustment for changes in the funded status of its pension and postretirement benefit plans as required under the accounting for defined benefit pension and other postretirement plans. Approximately $17.5 million in contributions were made by the Company to its various pension plans in 2011 which included the required minimum contributions to its qualified U.S. pension plans, in addition to supplemental contributions of $6.7 million. The Company expects to contribute approximately $25.7 million to its various pension plans in 2012.

At December 31, 2011, the Company held $62.5 million in cash and cash equivalents. Substantially all of this cash was held by foreign subsidiaries. Cash and cash equivalents held by foreign subsidiaries may continue to increase in the near term. These amounts are available primarily to fund international investments. During 2011, the Company repatriated $17.5 million of current year foreign earnings to the U.S.

The Company maintains borrowing facilities with banks to supplement internal cash generation. At December 31, 2011, $281.9 million was borrowed at an interest rate of 1.49% under the Company’s $500 million borrowing facility which matures in September 2016. In addition, the Company had $12.0 million in borrowings under short-term bank credit lines at December 31, 2011. At December 31, 2011, the Company's total borrowings are comprised of approximately 16% fixed rate debt and approximately 84% variable rate debt compared to approximately 42% fixed rate debt and approximately 58% variable rate debt as of December 31, 2010. The Company's percentage of variable rate debt increased significantly as a result of the expiration of the interest rate swap agreements in March 2011 and the redemption of the 3.75% Convertible Notes with borrowings under the variable rate credit facility.

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 and currently expects that its bank

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syndicate, comprised of 15 banks, will continue to support the $500.0 million credit facility which matures in September 2016. At December 31, 2011, the Company had $218.1 million unused and available for borrowings under its $500.0 million credit facility, subject to covenants in the Company's debt agreements.  The Company believes its credit facilities and access to capital markets, coupled with cash generated from operations, are adequate for its anticipated future requirements.

Any future acquisitions are expected to be financed through internal cash, borrowings and the sale of debt or equity securities, or a combination thereof.  Additionally, we may from time to time seek to retire or repurchase our outstanding debt through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions or otherwise.  Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.

Cash Flow

($ in millions)	2011			2010			$ Change			% Change		2009
Operating activities	$	121.0		$	65.8		$	55.3		84.0	%	$	143.5
Investing activities	(30.6		)	(30.3		)	(0.3		)	(1.0	)%	(26.1		)
Financing activities	(40.2		)	(39.3		)	(0.9		)	(2.3	)%	(121.9		)
Exchange rate effect	(1.1		)	(0.2		)	(1.0		)	NM		1.0
Increase (decrease) in cash	$	49.1		$	(4.0	)	$	53.1		NM		$	(3.5	)

________________________

NM – Not meaningful

Operating activities are the principal source of cash flow for the Company, generating $121.0 million in cash during 2011 compared to $65.8 million in 2010. During 2011, operating cash flows were impacted by improved operating performance. Cash used for working capital in 2011 and 2010, primarily accounts receivable and inventory, reflects higher sales levels. A continued focus on inventory management resulted in a lower use of cash on inventory than in 2010. Higher contributions to the Company's pension plans, including $6.7 million of discretionary contributions, increased cash outflows during the 2011 period. The cash generated from operations in the 2011 and 2010 periods was primarily used for capital expenditures, the repurchase of Company stock, dividend payments and debt reduction.

Investing activities in the 2011 period included capital expenditures of $37.1 million compared to $28.8 million in the 2010 period. The increase from the 2010 period relates primarily to the purchase of equipment at the Precision Components segment. The Company expects capital spending in 2012 to be approximately $45 - $50 million. Net cash proceeds of $22.5 million, less $11.7 million which is classified as restricted cash, from the sale of the BDE business are included in investing activities for the 2011 period. See Note 2 of the Consolidated Financial Statements. Investing activities for the 2011 period also include an acquisition of the hydro-pneumatic suspensions business from Curtiss-Wright Antriebstechnik Gmbh for 3.1 million Swiss francs ($3.5 million).

Cash used for financing activities in 2011 included a net decrease in borrowings of $12.1 million compared to a net increase of $0.7 million in 2010. The 2011 period reflects the redemption of the remaining $92.5 million principal amount of the 3.75% Convertible Notes including a $9.8 million premium paid upon conversion for those notes surrendered for conversion. The redemption, including the premium, was funded by borrowings under the revolving credit facility. The 2010 activity reflects the repayment of outstanding borrowings under the Wells Fargo credit agreement and the 7.80% Notes primarily with borrowings under the revolving credit agreement. Total cash used to pay dividends was $18.6 million in 2011 compared to $17.5 million in 2010. Proceeds from the issuance of common stock increased $22.8 million in the 2011 period from the 2010 period primarily as a result of higher stock option exercises in the 2011 period. Cash outflows associated with the the Company's stock repurchase program increased by $6.0 million over the 2010 period. In addition, cash used by financing activities in the 2011 period was partially offset by an $8.1 million excess tax benefit recorded for current year tax deductions related to employee stock plan activity in the current year and prior years. Cash used for financing activities in the 2011 period also includes $2.0 million of deferred financing fees paid in connection with the Amended Credit Agreement.

During each of the 2011 and 2010 periods, the Company repurchased 1.5 million shares of the Company's stock at a cost of $34.1 million and $28.1 million, respectively, under the terms of its publicly announced repurchase programs. The repurchase program announced on May 8, 2008 (the "2008 Program") authorized the repurchase of up to 5.0 million shares of the Company's common stock. The Company has repurchased the maximum number of shares authorized under the 2008 Program. On October 20, 2011, the Company publicly announced a repurchase program authorizing the repurchase of up to 5.0 million additional shares of the Company's common stock (the "2011 Program"). At December 31, 2011, the Company

24

repurchased 0.5 million shares of the Company's common stock under the 2011 Program.

Debt Covenants

Borrowing capacity is limited by various debt covenants in the Company's debt agreements. As of December 31, 2011, the most restrictive borrowing capacity covenant in any agreement requires the Company to maintain a maximum ratio of Consolidated Senior Debt, as defined, to Consolidated EBITDA, as defined, of not more than 3.25 times for the four fiscal quarters then ending. The Company's debt agreements also contain other financial covenants that require the maintenance of a certain other debt ratio, Consolidated Total Debt, as defined, to Consolidated EBITDA of not more than 4.00 times and a certain interest coverage ratio, Consolidated EBITDA to Consolidated Cash Interest Expense, as defined, of at least 4.25 times, at December 31, 2011. Following is a reconciliation of Consolidated EBITDA to the Company's net income (in millions):

	2011
Net income	$	64.7
Add back:
Interest expense	10.3
Income taxes	25.3
Depreciation and amortization	58.9
Loss from discontinued operations, net of tax	26.9
Other adjustments	(2.6		)
Consolidated EBITDA, as defined	$	183.5
Consolidated Senior Debt, as defined, as of December 31, 2011	$	295.8
Ratio of Consolidated Senior Debt to Consolidated EBITDA	1.61
Maximum	3.25
Consolidated Total Debt, as defined, as of December 31, 2011	$	351.4
Ratio of Consolidated Total Debt to Consolidated EBITDA	1.91
Maximum	4.00
Consolidated Cash Interest Expense, as defined, as of December 31, 2011	$	8.1
Ratio of Consolidated EBITDA to Consolidated Cash Interest Expense	22.62
Minimum	4.25

Other adjustments primarily represent net gains on the sale of assets, depreciation and amortization associated with the discontinued operations and due diligence and transaction expenses as permitted under the Amended Credit Agreement. Consolidated Total Debt excludes the debt discount related to the convertible notes. The Company's financial covenants are measured as of the end of each fiscal quarter. At December 31, 2011, additional borrowings of $382.7 million of Total Debt and $300.6 million of Senior Debt would have been allowed under the covenants. The Company's unused credit facilities at December 31, 2011 were $218.1 million.

25

Contractual Obligations and Commitments

At December 31, 2011, the Company had the following contractual obligations and commitments:

($ in millions)	Total		Less Than 1 Year		1-3 Years		3-5 Years		More than 5 Years
Long-term debt obligations (1)	$	351.4	$	12.9	$	56.6	$	281.9	$	—
Estimated interest payments under long-term obligations (2)	24.0		6.3		10.5		7.2		—
Operating lease obligations	30.2		9.7		13.0		3.2		4.3
Purchase obligations (3)	128.0		120.1		7.6		0.3		—
Expected pension contributions (4)	25.7		25.7		—		—		—
Expected benefit payments – other postretirement benefit plans (5)	47.3		5.3		10.5		10.0		21.5
Total	$	606.6	$	180.0	$	98.2	$	302.6	$	25.8

________________________

(1) Long-term debt obligations represent the required principal payments under such agreements and exclude the debt discount related to convertible notes.

(2) Interest payments under long-term debt obligations have been estimated based on the borrowings outstanding and market interest rates as of December 31, 2011.

(3) The amounts do not include purchase obligations reflected as current liabilities on the consolidated balance sheet. The purchase obligation amount includes all outstanding purchase orders as of the balance sheet date as well as the minimum contractual obligation or termination penalty under other contracts.

(4) The amount included in “Less Than 1 Year” reflects anticipated contributions to the Company’s various pension plans. Anticipated contributions beyond one year are not determinable.

(5) The amounts reflect anticipated future benefit payments under the Company’s various other postretirement benefit plans based on current actuarial assumptions. Expected benefit payments do not extend beyond 2021. See Note 11 of the Consolidated Financial Statements.

The above table does not reflect unrecognized tax benefits as the timing of the potential payments of these amounts cannot be determined. See Note 13 of the Consolidated Financial Statements.

OTHER MATTERS

Inflation

Inflation generally affects the Company through its costs of labor, equipment and raw materials. Increases in the costs of these items have historically been offset by price increases, commodity price escalator provisions, operating improvements, and other cost-saving initiatives. The Company has periodically experienced inflation in raw material prices.

Critical Accounting Policies

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 Notes to the Consolidated Financial Statements. The most significant areas involving management judgments and estimates are described below. Actual results could differ from such estimates.

Inventory Valuation: Inventories are valued at the lower of cost, determined on a first-in, first-out basis, or market. Provisions are made to reduce excess or obsolete inventories to their estimated net realizable value. Loss provisions, if any, on aerospace contracts are established when estimable. Loss provisions are based on the projected excess of manufacturing costs over the net revenues of the products or group of related products under contract. The Company carries a certain amount of inventory which is industry specific including spare parts for the aerospace market. The process for evaluating the value of excess and obsolete inventory often requires the Company to make subjective judgments and estimates concerning future sales levels, quantities and prices at which such inventory will be sold in the normal course of business. Accelerating the disposal process or incorrect estimates of future sales potential may necessitate future adjustments to these provisions.

Business Acquisitions and Goodwill: Assets and liabilities acquired in a business combination are recorded at their estimated fair values at the acquisition date. At December 31, 2011, the Company had $366.1 million of goodwill, representing the cost of acquisitions in excess of fair values assigned to the underlying net assets of acquired companies. Goodwill and intangible assets deemed to have indefinite lives are not amortized but are subject to impairment testing annually or earlier if an

26

event or change in circumstances indicates that the fair value of a reporting unit may have been reduced below its carrying value. Management completes its annual impairment assessment during the second quarter of each year.

The assessment of goodwill involves the estimation of the fair value of reporting units. The Company has determined that its reporting units are businesses with discrete financial information reviewed by segment management one level below the operating segment level and which are aggregated when those components have similar economic characteristics. Management estimates the fair value of each reporting unit primarily using the income approach, which reflects management’s cash flow projections, and also evaluates the fair value using a market approach. These methodologies used in the current year are consistent with those used in the prior year. Management believes the cash flow projections utilized and/or market multiples are reasonable and consistent with the expectations of market participants. 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. 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. Future cash flows can be affected by changes in the global economy and local economies, industries and markets in which the Company sells products or services, and the execution of management’s plans. There can be no assurance that future events will not result in impairment of goodwill or other intangible assets.

In the second quarter of 2011, management performed its annual impairment testing based on the information available as of the date of the assessment. Based on this assessment, there was no goodwill impairment in 2011 and the fair values of each of the Company’s reporting units were substantially in excess of their carrying values.

In the fourth quarter of 2011, the Company's Board of Directors approved the sale of the BDE business. Upon approval, the BDE business was classified as held for sale. Accordingly, the Company allocated goodwill to the BDE business based on the relative fair values of those businesses within the Barnes Distribution reporting unit being sold and retained, and evaluated goodwill for impairment. Approximately $17.2 million of goodwill was allocated to the BDE business and based on this evaluation the Company recorded a non-cash goodwill impairment charge of $16.8 million. See Note 2 of the Consolidated Financial Statements.

Revenue Sharing Programs: The Company participates in aftermarket RSPs under which the Company receives an exclusive right to supply designated aftermarket parts over the life of the related aircraft engine program. As consideration, the Company has paid participation fees, which are recorded as long-lived intangible assets, and are recognized as a reduction of sales over the estimated useful life of the related engine programs which range up to 30 years. The Company records amortization of the related long-lived intangible asset as sales dollars are being earned based on a proportional sales dollar method. Specifically, this method amortizes each intangible asset as a reduction to revenue based on the proportion of sales under a program in a given period to the estimated aggregate sales dollars over the life of that program. This method reflects the pattern in which economic benefits are realized.

The recoverability of each intangible asset is subject to significant estimates about future revenues related to the program’s aftermarket parts. The Company evaluates these intangible assets for impairment and updates amortization rates on an agreement by agreement basis. The intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Annually, the Company evaluates the remaining useful life of these assets to determine whether events and circumstances warrant a revision to the remaining periods of amortization. Management updates revenue projections, which includes comparing actual experience against projected revenue and industry projections. The potential exists that actual revenues will not meet expectations due to a change in market conditions. A shortfall in future revenues may indicate a triggering event requiring an impairment test of the intangible asset or require the Company to accelerate amortization expense prospectively dependent on the level of the shortfall. The Company has not identified any impairment of these intangible assets. See Note 5 of the Consolidated Financial Statements.

Reorganization of Businesses: The Company records the cost of reorganization initiatives at the time the liability is incurred. The liability includes those costs that can be reasonably estimated and are probable of payment within a reasonable period of time. These estimates are subject to adjustments based upon actual costs incurred.

Pension and Other Postretirement Benefits: Accounting policies and significant assumptions related to pension and other postretirement benefits are disclosed in Note 11 of the Consolidated Financial Statements.

The following table provides a breakout of the current targeted mix of investments, by asset classification, along with the historical rates of return for each asset class and the long-term projected rates of return for the U.S. plans.

27

	Target Asset Mix %	Annual Return %
		Historical(1)	Long- Term Projection
Asset class
Large cap growth	17	9.9	9.9
Large cap value	17	11.5	11.0
Mid cap equity	12	12.5	12.0
Small cap growth	7	7.3	7.3
Small cap value	7	11.9	11.4
Non-U.S. equity	10	8.9	8.4
Real estate-related	5	12.0	9.0
Fixed income	20	9.0	6.5
Cash	5	5.1	3.1
Weighted average		10.0	9.0

________________________

(1) Historical returns based on the life of the respective index, approximately 30 years.

The historical rates of return were calculated based upon compounded average rates of return of published indices. The 25% aggregate target for fixed income and cash investments (in aggregate) is lower than the fixed income and cash component of a typical pension trust. The fixed income investments include a higher-than-average component of yield-aggressive investments, including high-yield corporate bonds. Based on the overall historical and projected rates of return of the targeted asset mix, management is using the long-term rate of return on its U.S. pension assets of 9.0%. The long-term rates of return for non-U.S. plans were selected based on actual historical rates of return of published indices that were used to measure the plans’ target asset allocations. Historical rates were then discounted to consider fluctuations in the historical rates as well as potential changes in the investment environment.

The discount rate used for the Company’s U.S. pension plans reflects the rate at which the pension benefits could be effectively settled. At December 31, 2011, the Company selected a discount rate of 5.05% based on a bond matching model for its U.S. pension plans. The discount rates for non-U.S. plans were selected based on bond matching models or on indices of high-quality bonds using criteria applicable to the respective countries.

A one-quarter percentage point change in the assumed long-term rate of return on the Company’s U.S. pension plans as of December 31, 2011 would impact the Company’s 2012 pre-tax income by approximately $0.8 million annually. A one-quarter percentage point decrease in the discount rate on the Company's U.S. pension plans as of December 31, 2011 would decrease the Company’s 2012 pre-tax income by approximately $1.2 million annually. The Company reviews these and other assumptions at least annually.

During 2011, the fair value of the Company’s pension plan assets decreased by $17.5 million and the projected benefit obligation increased $26.5 million due primarily to changes in actuarial assumptions. Approximately $5.1 million of the pension plan asset decrease, as well as a (net) reduction to the projected benefit obligation of $9.9 million, relates to the transfer of pension plan assets and liabilities that occurred in conjunction with the sale of the BDE business. The Company’s pension expense for 2011 was $1.6 million. This expense includes a $1.9 million curtailment gain and a $0.3 million settlement loss related to the sale of the BDE business, in addition to $0.6 million of pension expense related to the BDE business. The 2011 pension expense, excluding the BDE business, would have approximated $2.6 million. Pension expense for 2012 is expected to increase to approximately $7.5 million primarily as a result of an increase in the amortization of actuarial losses from previous asset performance and changes in certain actuarial assumptions, primarily a lower discount rate. The 2012 expense estimate does not include potential future settlement costs.

Income Taxes: As of December 31, 2011, the Company had recognized $76.5 million of deferred tax assets, net of valuation reserves, principally in the United States. The realization of these benefits is dependent in part on the amount and timing of future taxable income in the jurisdictions where deferred tax assets reside. For those jurisdictions where the expiration date of tax loss carryforwards or the projected operating results indicate that realization is not likely, a valuation allowance is provided. Management believes that sufficient taxable income should be earned in the future to realize deferred income tax assets, net of valuation allowances recorded.

The United States deferred tax assets include significant tax operating loss carryforwards. If it became more likely than

28

not that the deferred tax assets would expire unused, the Company would record a valuation allowance to reflect this fact. The Company is not in a cumulative loss position in the U.S. over the last three years (defined as pre-tax book income plus permanent tax items) and does not currently project to be in a cumulative loss position through 2012. The valuation of deferred tax assets requires significant judgment. Management’s assessment that these deferred tax assets will be realized represents its estimate of future results; however, there can be no assurance that such expectations will be met. Changes in management’s assessment of achieving sufficient future taxable income could materially increase the Company’s tax expense and could have a material adverse effect on the Company’s financial condition and results of operations. Management will continue to assess the need for a valuation allowance in the future.

Additionally, the Company is exposed to certain tax contingencies in the ordinary course of business and, accordingly, records those tax liabilities in accordance with the guidance for accounting for uncertainty in income taxes. For those tax positions where it is more likely than not that a tax benefit will be sustained, the Company has recorded the largest amount of tax benefit with a greater than 50% likelihood of being realized. For those income tax positions where it is more likely than not that a tax benefit will not be sustained, no tax benefit has been recognized in the financial statements. See Note 13 of the Consolidated Financial Statements.

Stock-Based Compensation: The Company accounts for its stock-based employee compensation plans at fair value on the grant date and recognizes the related cost in its consolidated statement of income in accordance with accounting standards related to share-based payments. The fair values of stock options are estimated using the Black-Scholes option-pricing model based on certain assumptions. The fair values of service and performance based share awards are estimated based on the fair market value of the Company’s stock price on the grant date. The fair value of market based performance share awards are estimated using the Monte Carlo valuation method. See Note 12 of the Consolidated Financial Statements.

Recent Accounting Changes

In May 2011, the Financial Accounting Standards Board (FASB) amended its guidance related to fair value measurement and disclosure. The amended guidance generally clarifies existing measurement and disclosure requirements and results in greater consistency between U.S. GAAP and International Financial Reporting Standards (IFRS). The provisions of the amended guidance will be effective for the Company beginning in the first quarter of 2012. The Company does not expect the adoption of the provisions of the amended guidance to have a material impact on its disclosures.

In June 2011, the FASB amended its guidance related to the presentation of other comprehensive income. The amended guidance requires the presentation of other comprehensive income and its components either (1) together with the components of net income in one continuous statement of comprehensive income or (2) as a separate statement immediately following the statement of income with equal prominence. The provisions of the amended guidance will be effective for the Company beginning in the first quarter of 2012 and will be applied retrospectively.

In September 2011, the FASB amended its guidance related to the periodic testing of goodwill for impairment. This guidance will allow companies to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the entity determines that this threshold is not met, then performing the two-step impairment test may not be necessary. The provisions of the amended guidance will be effective for the Company beginning in the first quarter of 2012. The Company does not expect its adoption will have a material effect on its consolidated financial statements.

In December 2011, the FASB amended its guidance related to the disclosure of offsetting assets and liabilities. The amended guidance will require disclosures for entities with financial instruments and derivatives that are either offset on the balance sheet or subject to a master netting arrangement. The provisions of the amended guidance will be effective for the Company beginning in the first quarter of 2013. The Company is currently evaluating this guidance, however does not expect its adoption will have a material impact on the Company's results of operations, financial position or cash flows.

EBITDA

Earnings before interest expense, income taxes, and depreciation and amortization (“EBITDA”) for 2011 was $160.4 million compared to $136.9 million in 2010. 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

29

on its use.

Following is a reconciliation of EBITDA to the Company’s net income (in millions):

	2011		2010
Net income	$	64.7	$	53.3
Add back:
Interest expense	10.3		20.0
Income taxes	26.5		10.8
Depreciation and amortization	58.9		52.8
EBITDA	$	160.4	$	136.9

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the potential economic loss that may result from adverse changes in the fair value of financial instruments. The Company’s financial results could be impacted by changes in interest rates and foreign currency exchange rates, and commodity price changes. The Company uses financial instruments to hedge its exposure to fluctuations in interest rates and foreign currency exchange rates. The Company does not use derivatives for speculative or trading purposes.

The Company’s long-term debt portfolio consists of fixed-rate and variable-rate instruments and is managed to reduce the overall cost of borrowing while also minimizing the effect of changes in interest rates on near-term earnings. The Company’s primary interest rate risk is derived from its outstanding variable-rate debt obligations. Financial instruments have been used by the Company to hedge its exposures to fluctuations in interest rates. The Company previously had two, three-year interest rate swap agreements which together converted 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 2.947% plus the borrowing spread and were accounted for as cash flow hedges. These agreements matured in the first quarter of 2011. At December 31, 2011, the result of a hypothetical 100 basis point increase in the average cost of the Company’s variable-rate debt would have reduced annual pretax profit by $2.9 million.

At December 31, 2011, the fair value of the Company’s fixed-rate debt was $60.7 million, compared with its carrying amount of $57.1 million. The Company estimates that a 100 basis point decrease in market interest rates at December 31, 2011 would have increased the fair value of the Company’s fixed-rate debt to $61.3 million.

The Company has manufacturing, sales and distribution facilities around the world and thus makes investments and conducts business transactions denominated in various currencies. The currencies of the locations where the Company’s business operations are conducted include the U.S. dollar, Brazilian real, British pound sterling, Canadian dollar, Chinese yuan, Euro, Korean won, Mexican peso, Singapore dollar, Swedish krona, Swiss franc and Thai baht. The Company is exposed primarily to financial instruments denominated in currencies other than the functional currency at its international locations. A 10% adverse change in all currencies at December 31, 2011 would have resulted in a $4.3 million loss in the fair value of those financial instruments. At December 31, 2011, the Company held $62.5 million of cash and cash equivalents and €9.0 million ($11.7 million) of restricted cash held in escrow, substantially all of which is held by foreign subsidiaries. This includes cash proceeds from the sale of the BDE business that was received on December 30, 2011, the majority of which was not in the local functional currency or hedged at December 31, 2011. In January 2012, to reduce the foreign currency exposure, the Company either converted cash to the functional currency or entered into forward currency contracts. The majority of the unhedged cash balances are held in foreign subsidiaries that have the U.S. dollar as the functional currency.

Foreign currency commitments and transaction exposures are managed at the operating units as an integral part of their businesses in accordance with a corporate policy that addresses acceptable levels of foreign currency exposures. At December 31, 2011, the Company did not hedge its foreign currency net investment exposures.

Additionally, to reduce foreign currency exposure, management generally maintains the majority of foreign cash and short-term investments in functional currency and uses forward currency contracts for non-functional currency denominated monetary assets and liabilities and anticipated transactions in an effort to reduce the effect of the volatility of changes in foreign exchange rates on the income statement. In historically weaker currency countries, such as Brazil and Mexico, management assesses the strength of these currencies relative to the U.S. dollar and may elect during periods of local currency weakness to invest excess cash in U.S. dollar-denominated instruments.

The Company’s exposure to commodity price changes relates to certain manufacturing operations that utilize high-grade steel spring wire, titanium and other specialty metals and the distribution operations which distribute products made of steel, copper and brass. The Company attempts to manage its exposure to increases in those prices through its procurement and sales practices.

31

Item 8. Financial Statements and Supplementary Data

BARNES GROUP INC.

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except per share data)

	Years Ended December 31,
	2011			2010			2009
Net sales	$	1,169,355		$	1,028,617		$	923,353
Cost of sales	772,398			678,186			621,609
Selling and administrative expenses	269,402			264,033			238,269
	1,041,800			942,219			859,878
Operating income	127,555			86,398			63,475
Interest expense	10,271			19,984			22,468
Other expense (income), net	395			2,609			(1,953		)
Income from continuing operations before income taxes	116,889			63,805			42,960
Income taxes	25,316			9,827			130
Income from continuing operations	91,573			53,978			42,830
Loss from discontinued operations, net of income taxes of $1,164, $931 and $815 respectively (Note 2)	(26,858		)	(700		)	(3,829		)
Net income	$	64,715		$	53,278		$	39,001
Per common share:
Basic:
Income from continuing operations	$1.66			$0.97			$0.79
Loss from discontinued operations, net of income taxes	(0.49		)	(0.01		)	(0.07		)
Net income	$1.17			$0.96			$0.72
Diluted:
Income from continuing operations	$1.64			$0.96			$0.79
Loss from discontinued operations, net of income taxes	(0.48		)	(0.01		)	(0.07		)
Net income	$1.16			$0.95			$0.72
Dividends	$0.34			$0.32			$0.48
Weighted average common shares outstanding:
Basic	55,214,586			55,259,732			53,879,976
Diluted	55,931,882			55,925,187			54,206,426

See accompanying notes.

32

BARNES GROUP INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

	December 31,
	2011			2010
Assets
Current assets
Cash and cash equivalents	$	62,505		$	13,450
Accounts receivable, less allowances (2011 – $2,898; 2010 – $5,026)	200,460			197,715
Inventories	216,520			216,382
Deferred income taxes	28,829			10,449
Prepaid expenses and other current assets	21,680			12,212
Total current assets	529,994			450,208
Deferred income taxes	47,661			42,722
Property, plant and equipment, net	210,784			218,434
Goodwill	366,104			384,241
Other intangible assets, net	272,092			290,798
Other assets	13,730			16,854
Total assets	$	1,440,365		$	1,403,257
Liabilities and Stockholders’ Equity
Current liabilities
Notes and overdrafts payable	$	12,364		$	4,930
Accounts payable	92,524			98,191
Accrued liabilities	92,250			86,602
Long-term debt – current	540			93,141
Total current liabilities	197,678			282,864
Long-term debt	333,148			259,647
Accrued retirement benefits	152,696			112,886
Other liabilities	34,443			35,741
Commitments and contingencies (Note 20)
Stockholders’ equity
Common stock – par value $0.01 per share
Authorized: 150,000,000 shares
Issued: at par value (2011 – 58,593,802 shares; 2010 – 56,518,417 shares)	586			565
Additional paid-in capital	316,251			278,287
Treasury stock, at cost (2011 – 4,254,350 shares; 2010 – 2,691,215 shares)	(79,569		)	(44,379		)
Retained earnings	560,186			514,240
Accumulated other non-owner changes to equity	(75,054		)	(36,594		)
Total stockholders’ equity	722,400			712,119
Total liabilities and stockholders’ equity	$	1,440,365		$	1,403,257

See accompanying notes.

33

BARNES GROUP INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

	Years Ended December 31,
	2011			2010			2009
Operating activities:
Net income	$	64,715		$	53,278		$	39,001
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	58,904			52,770			51,487
Amortization of convertible debt discount	2,158			5,727			5,920
(Gain) loss on disposition of property, plant and equipment	(379		)	266			1,177
Gain on repurchase of debt	—			—			(3,773		)
Stock compensation expense	8,319			7,655			4,208
Withholding taxes paid on stock issuances	(1,124		)	(440		)	(622		)
Loss on the sale of businesses	26,128			—			—
Changes in assets and liabilities, net of the effects of acquisitions/divestitures:
Accounts receivable	(24,707		)	(35,891		)	17,531
Inventories	(12,384		)	(24,006		)	53,523
Prepaid expenses and other current assets	59			(3,139		)	7,056
Accounts payable	615			12,466			4,149
Accrued liabilities	11,226			11,456			(10,151		)
Deferred income taxes	5,386			(1,566		)	(7,498		)
Long-term retirement benefits	(18,367		)	(12,135		)	(19,959		)
Other	475			(681		)	1,434
Net cash provided by operating activities	121,024			65,760			143,483
Investing activities:
Proceeds from disposition of property, plant and equipment	3,620			1,498			6,808
Proceeds from the sale of businesses, net of cash sold	22,492			—			—
Investment in restricted cash	(11,664		)	—			—
Capital expenditures	(37,082		)	(28,759		)	(30,502		)
Business acquisitions, net of cash acquired	(3,495		)	—			—
Other	(4,483		)	(3,038		)	(2,386		)
Net cash used by investing activities	(30,612		)	(30,299		)	(26,080		)
Financing activities:
Net change in other borrowings	7,168			347			(4,504		)
Payments on long-term debt	(411,661		)	(359,542		)	(226,906		)
Proceeds from the issuance of long-term debt	392,390			359,917			129,600
Premium paid on convertible debt redemption	(9,803		)	—			—
Proceeds from the issuance of common stock	28,579			5,746			6,687
Common stock repurchases	(34,066		)	(28,100		)	(314		)
Dividends paid	(18,629		)	(17,461		)	(25,600		)
Excess tax benefit on stock awards	8,056			—			—
Other	(2,229		)	(207		)	(832		)
Net cash used by financing activities	(40,195		)	(39,300		)	(121,869		)
Effect of exchange rate changes on cash flows	(1,162		)	(138		)	935
Increase (decrease) in cash and cash equivalents	49,055			(3,977		)	(3,531		)
Cash and cash equivalents at beginning of year	13,450			17,427			20,958
Cash and cash equivalents at end of year	$	62,505		$	13,450		$	17,427

Supplemental Disclosure of Cash Flow Information:

Non-cash financing activities in 2009 include a stock contribution to the Company’s pension plans of 737,463 treasury shares ($9,815) and the repurchase of certain convertible notes using 1,154,265 treasury shares ($17,019).

See accompanying notes.

34

BARNES GROUP INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Dollars and shares in thousands)

	Common Stock (Number of Shares)	Common Stock (Amount)		Additional Paid-In Capital			Treasury Stock (Number of Shares)		Treasury Stock			Retained Earnings			Accumulated Other Non-Owner Changes to Equity			Total Stockholders’ Equity
January 1, 2009	55,230	552		269,215			3,006		(46,705		)	465,428			(89,916		)	598,574
Comprehensive income:
Net income												39,001						39,001
Foreign currency translation adjustments, net of tax of $1,938															28,399			28,399
Unrealized gains on hedging activities, net of tax of $326															273			273
Pension and postretirement benefits adjustments, net of tax of $7,488															11,748			11,748
Comprehensive income												39,001			40,420			79,421
Dividends paid												(25,600		)				(25,600		)
Stock contribution to pension plans				(6,555		)	(738	)	16,370									9,815
Convertible note repurchases				(2,644		)	(1,154	)	15,432									12,788
Common stock repurchases							21		(314		)							(314		)
Employee stock plans	744	8		10,768			47		(622		)	(125		)				10,029
December 31, 2009	55,974	560		270,784			1,182		(15,839		)	478,704			(49,496		)	684,713
Comprehensive income:
Net income												53,278						53,278
Foreign currency translation adjustments, net of tax of $861															16,973			16,973
Unrealized gains on hedging activities, net of tax of $857															1,446			1,446
Pension and postretirement benefits adjustments, net of tax of $(2,340)															(5,517		)	(5,517		)
Comprehensive income												53,278			12,902			66,180
Dividends paid												(17,461		)				(17,461		)
Common stock repurchases							1,484		(28,100		)							(28,100		)
Employee stock plans	544	5		7,503			25		(440		)	(281		)				6,787
December 31, 2010	56,518	565		278,287			2,691		(44,379		)	514,240			(36,594		)	712,119
Comprehensive income:
Net income												64,715						64,715
Foreign currency translation adjustments, net of tax of ($296)															2,514			2,514
Unrealized gains on hedging activities, net of tax of $232															381			381
Pension and postretirement benefits adjustments, net of tax of ($25,605)															(41,355		)	(41,355		)
Comprehensive income												64,715			(38,460		)	26,255
Dividends paid												(18,629		)				(18,629		)
Common stock repurchases							1,509		(34,066		)							(34,066		)
Convertible debt redemption, net of tax				(5,238		)												(5,238		)
Employee stock plans	2,076	21		43,202			54		(1,124		)	(140		)				41,959
December 31, 2011	58,594	$	586	$	316,251		4,254		$	(79,569	)	$	560,186		$	(75,054	)	$	722,400

See accompanying notes.

35

BARNES GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All dollar amounts included in the notes are stated in thousands except per share data

and the tables in Note 19)

1. Summary of Significant Accounting Policies

General: The preparation of consolidated 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. Actual results could differ from those estimates. Certain reclassifications have been made to prior year amounts to conform to the current year presentation.

During 2011, the Company identified certain immaterial prior period errors which were corrected for in the current year aggregating $3,722, net of tax, of which $2,107 negatively impacted pre-tax income from continuing operations and $1,615 negatively impacted income taxes from continuing operations.  The most significant items included a $1,941 pretax adjustment related to previously unrecorded rebates at one of the business units within Precision Components and a $1,793 adjustment related to tax expense adjustments related to prior years. Management evaluated these items in relation to the current periods in which they were corrected, as well as the periods in which they originated, and concluded that such items are immaterial, both quantitatively and qualitatively, to the quarterly and annual financial statements.

Consolidation: The accompanying consolidated financial statements include the accounts of the Company and all of its subsidiaries. Intercompany transactions and account balances have been eliminated.

During the fourth quarter of 2011, the Company completed the sale of its Barnes Distribution Europe businesses (the "BDE" business). The BDE business is comprised of the Company's European KENT, Toolcom and BD France distribution businesses that were reported within the Company's Logistics and Manufacturing Services segment. The results of these operations are segregated and presented as discontinued operations in the consolidated financial statements. See Note 2 of the Consolidated Financial Statements.

All previously reported financial information has been adjusted on a retrospective basis to reflect the discontinued operations.

Revenue recognition: Sales and related cost of sales are recognized when products are shipped or delivered to customers depending upon when title and risk of loss have passed. In the aerospace manufacturing businesses, the Company recognizes revenue based on the units-of-delivery method in accordance with accounting standards related to accounting for performance of construction-type and certain production-type contracts.

Operating expenses: The Company includes manufacturing labor, material, manufacturing overhead and costs of its distribution network within cost of sales. Other costs, including selling personnel costs and commissions, and other general and administrative costs of the Company are included within selling and administrative expenses. Depreciation and amortization expense is allocated between cost of sales and selling and administrative expenses.

Cash and cash equivalents: Cash in excess of operating requirements is invested in short-term, highly liquid, income-producing investments. All highly liquid investments purchased with an original maturity of three months or less are considered cash equivalents. Cash equivalents are carried at cost which approximates fair value.

Inventories: Inventories are valued at the lower of cost, determined on a first-in, first-out basis, or market. Loss provisions, if any, on aerospace contracts are established when estimable. Loss provisions are based on the projected excess of manufacturing costs over the net revenues of the products or group of related products under contract.

Property, plant and equipment: Property, plant and equipment is stated at cost. Depreciation is recorded over estimated useful lives, ranging from 20 to 50 years for buildings, three to five years for computer equipment, four to 12 years for machinery and equipment and 12 to 17 years for furnaces and boilers. The straight-line method of depreciation was adopted for all property, plant and equipment placed in service after March 31, 1999. For property, plant and equipment placed into service prior to April 1, 1999, depreciation is calculated using accelerated methods.

Goodwill: Goodwill represents the excess purchase cost over the fair value of net assets of companies acquired in business combinations. Goodwill is considered an indefinite-lived asset. Goodwill is subject to impairment testing in accordance with accounting standards governing such on an annual basis or more frequently if an event or change in

36

BARNES GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

circumstances indicates that the fair value of a reporting unit has been reduced below its carrying value. Based on this assessment performed in the second quarter of each year, there was no goodwill impairment. See Note 5 of the Consolidated Financial Statements as the Company recorded a goodwill impairment charge related to the sale of the BDE business.

Revenue Sharing Programs (RSPs): The Company, through its aerospace aftermarket business, participates in aftermarket RSPs under which the Company receives an exclusive right to supply designated aftermarket parts over the life of the related aircraft engine program. As consideration, the Company has paid participation fees, which are recorded as long-lived intangible assets, and are recognized as a reduction of sales over the estimated useful life of the related engine programs which range up to 30 years. The Company records amortization of the related long-lived intangible asset as sales dollars are being earned based on a proportional sales dollar method. Specifically, this method amortizes each intangible asset as a reduction to revenue based on the proportion of sales under a program in a given period to the estimated aggregate sales dollars over the life of that program. This method reflects the pattern in which economic benefits are realized.

The recoverability of each intangible asset is subject to significant estimates about future revenues related to the program’s aftermarket parts. The Company evaluates these intangible assets for impairment and updates amortization rates on an agreement by agreement basis. The intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Annually, the Company evaluates the remaining useful life of these assets to determine whether events and circumstances warrant a revision to the remaining periods of amortization. Management updates revenue projections, which includes comparing actual experience against projected revenue and industry projections. The potential exists that actual revenues will not meet expectations due to a change in market conditions. A shortfall in future revenues may indicate a triggering event requiring an impairment test of the intangible asset or require the Company to accelerate amortization expense prospectively dependent on the level of the shortfall. The Company has not identified any impairment of these intangible assets.

Derivatives: Accounting standards related to the accounting for derivative instruments and hedging activities require that all derivative instruments be recorded on the balance sheet at fair value. Foreign currency contracts may qualify as fair value hedges of unrecognized firm commitments, cash flow hedges of recognized assets and liabilities or anticipated transactions, or a hedge of a net investment. Changes in the fair market value of derivatives that qualify as fair value hedges or cash flow hedges are recorded directly to earnings or accumulated other non-owner changes to equity, depending on the designation. Amounts recorded to accumulated other non-owner changes to equity are reclassified to earnings in a manner that matches the earnings impact of the hedged transaction. Any ineffective portion, or amounts related to contracts that are not designated as hedges, are recorded directly to earnings. The Company’s policy for classifying cash flows from derivatives is to report the cash flows consistent with the underlying hedged item.

Foreign currency: Assets and liabilities of international operations are translated at year-end rates of exchange; revenues and expenses are translated at average rates of exchange. The resulting translation gains or losses are reflected in accumulated other non-owner changes to equity within stockholders’ equity. Net foreign currency transaction losses of $224, $1,670 and $1,379 were included in other expense (income), net in the consolidated statements of income in 2011, 2010 and 2009, respectively.

2. Discontinued Operations

On December 30, 2011, the Company sold substantially all of the assets of its Barnes Distribution Europe businesses (the "BDE" business) to Berner SE (the "Purchaser") in a cash transaction pursuant to the terms of a Share and Asset Purchase Agreement ("SPA") among the Company, the Purchaser, and their respective relevant subsidiaries dated November 17, 2011. The Company received gross proceeds of $33,358, which represents the initial stated purchase price, and yielded net cash proceeds of $22,492 after consideration of cash sold, transaction costs paid and closing adjustments. The final amount of proceeds from the sale of the BDE business is subject to post-closing adjustments that may be reflected in discontinued operations in 2012. As required by the terms of the SPA the Company was required to place €9,000 ($11,664) of the proceeds in escrow to be used for any settlement of general representation and warranty claims. The funds will be released from escrow on August 31, 2012 unless there are any then pending claims. Cash related to a pending claim will remain in escrow until a final determination of the claim has been made. The Company has recorded the $11,664 of restricted cash in prepaid and other current assets at December 31, 2011.

In the fourth quarter of 2011, upon approval of the sale of the BDE business by the Company's Board of Directors, the Company classified the business as “held for sale”. As a result, the Company allocated $17,200 of goodwill to the BDE business based on the relative fair values of those businesses within the Barnes Distribution reporting unit that were sold and retained, and evaluated goodwill for impairment based on this allocation. The Company recorded a goodwill impairment charge

37

BARNES GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

of $16,800 and transaction and employee transaction related costs of $8,248 that are included in the loss on the sale of the BDE business.

The following amounts related to the BDE business were derived from historical financial information. The amounts have been segregated from continuing operations and reported as discontinued operations within the consolidated financial statements:

	2011			2010			2009
Net sales	$	111,105		$	104,582		$	110,806
Income/(loss) before income taxes	1,015			231			(3,014		)
Income taxes	(1,745		)	(931		)	(815		)
Loss from operations of discontinued businesses, net of income taxes	(730		)	(700		)	(3,829		)
Loss on transaction	(26,709		)	—			—
Income tax benefit on loss on sale	581			—			—
Loss on the sale of businesses	(26,128		)	—			—
Loss from discontinued operations, net of income taxes	$	(26,858	)	$	(700	)	$	(3,829	)

3. Inventories

Inventories at December 31 consisted of:

	2011		2010
Finished goods	$	121,984	$	127,254
Work-in-process	60,557		57,784
Raw materials and supplies	33,979		31,344
	$	216,520	$	216,382

4. Property, Plant and Equipment

Property, plant and equipment at December 31 consisted of:

	2011			2010
Land	$	14,995		$	15,711
Buildings	119,286			127,236
Machinery and equipment	469,102			468,108
	603,383			611,055
Less accumulated depreciation	(392,599		)	(392,621		)
	$	210,784		$	218,434

Depreciation expense was $36,772, $36,026 and $35,238 during 2011, 2010 and 2009, respectively.

38

BARNES GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

5. Goodwill and Other Intangible Assets

Goodwill: The following table sets forth the change in the carrying amount of goodwill for each reportable segment and the Company:

		Logistics and Manufacturing Services			Precision Components			Total Company
January 1, 2010		$	166,400		$	207,164		$	373,564
Goodwill adjustments		—			(50		)	(50		)
Foreign currency translation		(2,412		)	13,139			10,727
December 31, 2010		163,988			220,253			384,241
Goodwill acquired	—	—			167			167
Divestiture		(17,200		)	—			(17,200		)
Foreign currency translation		(896		)	(208		)	(1,104		)
December 31, 2011		$	145,892		$	220,212		$	366,104

Of the $366,104 of goodwill at December 31, 2011, $144,067 represents the original tax deductible basis.

The Company allocated $17,200 of goodwill to the BDE business based on the estimated relative fair values of the businesses within the Barnes Distribution reporting unit being sold and retained. The fair values were determined by the sale price of the BDE business and the fair value of the remaining businesses, which were valued utilizing a discounted cash flow valuation technique. The BDE business was sold on December 30, 2011. See Note 2 of the Consolidated Financial Statements.

Other Intangible Assets: Other intangible assets at December 31 consisted of:

		2011					2010
	Range of Life-Years	Gross Amount		Accumulated Amortization			Gross Amount		Accumulated Amortization
Amortized intangible assets:
Revenue Sharing Programs	Up to 30	$	293,700	$	(46,367	)	$	293,700	$	(36,318	)
Customer lists/relationships	10	23,506		(17,292		)	28,578		(17,974		)
Patents, trademarks/trade names	5-30	18,622		(11,829		)	22,746		(12,120		)
Other	Up to 15	11,492		(4,454		)	10,405		(3,099		)
		347,320		(79,942		)	355,429		(69,511		)
Foreign currency translation		4,714		—			4,880		—
Other intangible assets		$	352,034	$	(79,942	)	$	360,309	$	(69,511	)

Amortization of intangible assets for the years ended December 31, 2011, 2010 and 2009 was $16,907, $13,424 and $13,862, respectively. Over the next five years, the estimated annual aggregate amortization is expected to decrease from approximately $16,000 in 2012 to $15,500 in 2016.

The Company has entered into a number of aftermarket RSP agreements each of which is with a major aerospace customer, General Electric. See Note 1 of the Consolidated Financial Statements for a further discussion of these Revenue Sharing Programs. As of December 31, 2011, the Company has made all required participation fee payments under the aftermarket RSP agreements.

In September 2011, the Company acquired a hydro-pneumatic suspensions business from Curtiss-Wright Antriebstechnik Gmbh for a cash payment of 3,140 Swiss francs ($3,495). The business was integrated into the Precision Components operating segment. Goodwill of $167 and other intangible assets of $2,370 were recorded as a result of this acquisition. The impact of this acquisition was not material to the Company's consolidated Balance Sheets or Statements of Income and therefore the unaudited pro forma operating results of the Company have not been presented.

39

BARNES GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

6. Accrued Liabilities

Accrued liabilities at December 31 consisted of:

	2011		2010
Payroll and other compensation	$	41,070	$	38,530
Pension and other postretirement benefits	8,405		8,401
Other	42,775		39,671
	$	92,250	$	86,602

7. Business Reorganizations

In 2009, the Company authorized the restructuring of certain operations of the Precision Components segment by moving the operations of two facilities and recorded restructuring and related costs of $1,336 and $4,904 in 2010 and 2009, respectively. The Company may incur additional costs primarily related to the 2009 and pre-2008 actions related to pension costs, in large part due to the accelerated recognition of actuarial losses which are currently recorded in accumulated other non-owner changes to equity. In addition, during 2009, the Company implemented other workforce reduction actions at Precision Components and recorded severance expense of $3,358. Costs related to the 2009 actions are primarily recorded in selling and administrative expenses in the accompanying consolidated statements of income.

The following table sets forth the change in the liability for the 2009 employee termination actions at Precision Components:

January 1, 2010	$	3,337
Severance expense, net	(337		)
Payments	(2,812		)
Foreign currency translation	(16		)
December 31, 2010	$	172
Payments	(83		)
Foreign currency translation	(4		)
December 31, 2011	$	85

The remaining balance is expected to be paid in 2012.

In 2008, the Company implemented certain right-sizing actions, including workforce reductions and plant consolidations, at both business segments, and recorded restructuring and related costs. These costs are primarily recorded in selling and administrative expenses in the accompanying consolidated statements of income.

The following table sets forth the change in the liability for 2008 employee termination actions:

	Logistics and Manufacturing Services			Precision Components
January 1, 2010	1,467			167
Severance expense, net	(403		)	(35		)
Payments	(863		)	(133		)
Foreign currency translation	(136		)	1
December 31, 2010	$	65		$	—

No costs were incurred or paid in 2011. The remaining balance is expected to be paid in 2012.

40

BARNES GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

8. Debt and Commitments

Long-term debt and notes and overdrafts payable at December 31 consisted of:

	2011				2010
	Carrying Amount			Fair Value	Carrying Amount			Fair Value
3.75% Convertible Notes	—			—	92,500			97,713
Unamortized debt discount – 3.75% Convertible Notes	—			—	(114		)	—
3.375% Convertible Notes	55,636			59,038	55,636			57,244
Unamortized debt discount – 3.375% Convertible Notes	(5,333		)	—	(7,377		)	—
Revolving credit agreement	281,900			270,288	207,900			199,968
Borrowings under lines of credit	12,000			12,000	—			—
Foreign bank borrowings and overdrafts	1,849			2,006	6,955			7,116
Capital leases	—			—	2,218			1,911
	346,052			343,332	357,718			363,952
Less current maturities	(12,904		)		(98,071		)
Long-term debt	$	333,148			$	259,647

The Company’s long-term debt portfolio consists of fixed-rate and variable-rate instruments and is managed to reduce the overall cost of borrowing and to mitigate fluctuations in interest rates. Among other things, interest rate fluctuations impact the market value of the Company’s fixed-rate debt and fluctuations in the Company’s stock price impact the market value of its convertible notes. The fair values of the Company’s Notes are determined using discounted cash flows based upon the Company’s estimated current interest cost for similar types of borrowings or current market value. The carrying values of other long-term debt and notes payable approximate their fair market values.

Effective April 5, 2011, the Company exercised its right to redeem the remaining $92,500 principal amount of the 3.75% Convertible Notes under their indenture agreement. Of the total $92,500 principal amount, $11,865 of these notes were redeemed with accrued interest through the redemption date. The remaining $80,635 of these notes were surrendered for conversion. The Company elected to pay cash to holders of the notes surrendered for conversion, including the value of any residual shares of common stock that were payable to the holders electing to convert their notes into an equivalent share value, resulting in a total cash payment of $90,438 including a premium on conversion of $9,803 which reduced the equity component by $6,085, net of tax of $3,718. As a result of this transaction, the Company recaptured $40,217 of previously deducted contingent convertible debt interest which resulted in a $15,252 reduction in short-term deferred tax liabilities as well as a reduction of tax loss carryforwards reflected in long-term deferred tax assets. The Company used borrowings under its senior credit facility to finance the redemption of the 3.75% Convertible Notes.

In 2007, the Company sold $100,000 of 3.375% Senior Subordinated Convertible Notes due in March 2027 with interest payable semi-annually on March 1 and September 1 of each year commencing on September 1, 2007. The 3.375% Convertible Notes are general unsecured obligations of the Company and are subordinated in right of payment to all existing and future senior debt of the Company. These notes are subject to redemption at their par value at any time, at the option of the Company, on or after March 20, 2014. Additionally, these notes may be converted into a combination of cash and common stock of the Company at a conversion value equal to 35.3235 shares per note, equivalent to a conversion price of approximately $28.31 per share of common stock upon meeting certain conditions provided in the respective indenture agreement including (i) the average stock price of the highest 20 days of the last 30 days in a quarter is greater than 130% of the conversion price or (ii) the note holders may require the Company to redeem some or all of the Notes on March 15^th of 2014, 2017 and 2022. The first $1 of the conversion value of each note would be paid in cash and the additional conversion value, if any, would be paid in cash or common stock, at the option of the Company.

The if-converted values of the Company’s 3.375% Convertible Notes as of December 31, 2011 and 2010, and of the Company's 3.75% Convertible Notes as of December 31, 2010, did not exceed their respective principal amounts as the Company’s stock price during these periods was not in excess of the conversion prices.

During 2011 and 2010, none of the 3.375% Convertible Notes were eligible for conversion. Additionally, the 3.375% Convertible Notes are not eligible for conversion from January 1, 2012 through March 31, 2012.

41

BARNES GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

During 2009, the Company repurchased $44,364 par value of its 3.375% Convertible Notes and $7,500 par value of its 3.75% Convertible Notes from certain holders of these Notes for cash consideration of $28,651 and 1,154,265 shares of treasury stock valued at $17,019. Of the total consideration of $45,669, $38,852 was attributed to the debt component and $6,817 was attributed to the equity component. At the dates of the repurchases, the notes had a carrying value of $43,560, net of the unamortized debt discount of $8,304. As a result of these transactions, the Company reduced the carrying value of the equity component by $4,232, net of tax of $2,585, reduced its unamortized deferred debt issuance costs by $934, and recorded a total gain on the repurchases of $3,773 ($2,342 after-tax) which is recorded in other expense (income), net in the accompanying consolidated statements of income.

The following table sets forth balance sheet information regarding the Company’s convertible notes at December 31:

	2011			2010
3.75% Convertible Notes:
Carrying value of equity component, net of tax	$	—		$	11,731
Principal value of liability component	$	—		$	92,500
Unamortized debt discount	—			(114		)
Net carrying value of liability component	$	—		$	92,386
3.375% Convertible Notes:
Carrying value of equity component, net of tax	$	10,772		$	10,772
Principal value of liability component	$	55,636		$	55,636
Unamortized debt discount	(5,333		)	(7,377		)
Net carrying value of liability component	$	50,303		$	48,259

As of December 31, 2011, the remaining unamortized debt discount on the 3.375% Convertible Notes will be amortized over a remaining period of 27 months. The effective interest rate on the liability component is 8.00%.

The following table sets forth the components of interest expense for the Company’s convertible notes for the years ended December 31, 2011, 2010 and 2009.

	2011		2010		2009
Interest expense – 3.75% coupon	$	1,225	$	3,469	$	3,610
Interest expense – 3.75% debt discount amortization	114		3,841		3,685
Interest expense – 3.375% coupon	1,878		1,878		2,629
Interest expense – 3.375% debt discount amortization	2,044		1,887		2,235
	$	5,261	$	11,075	$	12,159

On September 27, 2011, the Company entered into an amended and restated revolving credit agreement (the “Amended Credit Agreement”) with Bank of America, N.A. as the administrative agent. The Amended Credit Agreement increases the borrowing availability of the debt facility from $400,000 to $500,000 and also extends the expiration date of the debt facility by four years from September 2012 to September 2016. At December 31, 2011, borrowings and availability under the Amended Credit Agreement were $281,900 and $218,100, respectively. Borrowings under the Amended Credit Agreement bear interest at LIBOR plus a spread ranging from 1.10% to 1.70%, depending on the Company's leverage ratio at the time of the borrowing. The interest rate on these borrowings was 1.49% on December 31, 2011. The interest rate on the borrowings under the prior revolving credit agreement was 1.01% on December 31, 2010.

As with the prior revolving credit agreement, the Company's borrowing capacity is limited by various debt covenants within the Amended Credit Agreement. The Amended Credit Agreement requires the Company to maintain a ratio of Consolidated Senior Debt, as defined in the Amended Credit Agreement, to Consolidated EBITDA, as defined in the Amended Credit Agreement, of not more than 3.25 times at the end of each fiscal quarter ending on or before September 30, 2013, after which the ratio will decrease to 3.00 times. In addition, the Amended Credit Agreement requires the Company to maintain a ratio of Consolidated Total Debt, as defined in the Amended Credit Agreement, to Consolidated EBITDA of not more than 4.00 times for each fiscal quarter ending on or before September 30, 2013, and thereafter of not more than 3.75 times at the end of any fiscal quarter, and a ratio of Consolidated EBITDA to Consolidated Cash Interest Expense, as defined in the Amended

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Credit Agreement, of not less than 4.25 times for each fiscal quarter ending on or before September 30, 2013, and thereafter of not less than 4.50 times at the end of any fiscal quarter. At December 31, 2011, the Company was in compliance with all covenants under the Amended Credit Agreement. The Company paid fees and expenses of $2,012 in conjunction with the refinancing of the Amended Credit Agreement; such fees will be amortized into interest expense through its maturity.

In addition, the Company has available approximately $15,000 in uncommitted short-term bank credit lines of which $12,000 was borrowed at December 31, 2011 at an interest rate of 2.17%. The Company did not have any borrowings under short-term bank credit lines at December 31, 2010. The Company also borrowed $1,849 at December 31, 2011 under its foreign bank borrowings and overdraft facilities as compared to $6,955 at December 31, 2010.

Long-term debt and notes payable, excluding the unamortized debt discount related to the Convertible Notes, are payable as follows: $12,904 in 2012, $540 in 2013, $56,041 in 2014, $0 in 2015, $281,900 in 2016 and $0 thereafter. The 3.375% Convertible Notes are included in 2014 according to their first put date.

In addition, the Company had outstanding letters of credit totaling $7,146 at December 31, 2011.

The Company’s debt agreements contain financial covenants that require the maintenance of certain debt and interest coverage ratios. The Company is in compliance with its debt covenants as of December 31, 2011, and is closely monitoring its future compliance based on current and future economic conditions.

Interest paid was $11,038, $13,099 and $16,746 in 2011, 2010 and 2009, respectively. Interest capitalized was $106, $110 and $158 in 2011, 2010 and 2009, respectively, and is being depreciated over the lives of the related fixed assets.

9. Derivatives

The Company has manufacturing, sales and distribution facilities around the world and thus makes investments and conducts business transactions denominated in various currencies. The Company is also exposed to fluctuations in interest rates and commodity price changes. These financial exposures are monitored and managed by the Company as an integral part of its risk management program.

Financial instruments have been used by the Company to hedge its exposures to fluctuations in interest rates. The Company previously had two, three-year interest rate swap agreements which together converted the interest on the first $100,000 of the Company's one-month LIBOR-based borrowings from a variable rate plus the borrowing spread to a fixed rate of 2.947% plus the borrowing spread and were accounted for as cash flow hedges. These agreements matured in the first quarter of 2011.

The Company also uses financial instruments to hedge its exposures to fluctuations in foreign currency exchange rates. The Company has various contracts outstanding which primarily hedge recognized assets or liabilities and anticipated transactions in various currencies including the Euro, Singapore dollar, Swedish krona and Swiss franc. Certain foreign currency derivative instruments are treated as cash flow hedges of forecasted transactions. All foreign exchange contracts are due within two years.

Net investment hedges have been used by the Company to mitigate exposure to foreign currency volatility on its future return on capital; however, the Company did not have any net investment hedges outstanding for any periods presented.

The Company does not use derivatives for speculative or trading purposes or to manage commodity exposures.

The following table sets forth the fair value amounts of derivative instruments held by the Company as of December 31.

43

BARNES GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

	2011					2010
	Asset Derivatives		Liability Derivatives			Asset Derivatives		Liability Derivatives
Derivatives designated as hedging instruments:
Interest rate contracts	$	—	$	—		$	—	$	(667	)
Foreign exchange contracts	276		—			327		—
	276		—			327		(667		)
Derivatives not designated as hedging instruments:
Foreign exchange contracts	28		(976		)	1,290		—
Total derivatives	$	304	$	(976	)	$	1,617	$	(667	)

Asset derivatives are recorded in prepaid expenses and other current assets in the accompanying consolidated balance sheets. Liability derivatives related to interest rate contracts and foreign exchange contracts are recorded in other liabilities and accrued liabilities, respectively, in the accompanying consolidated balance sheets.

The following table sets forth the gain (loss) recorded in accumulated other comprehensive income (loss), net of tax, for the years ended December 31, 2011 and 2010 for derivatives held by the Company and designated as hedging instruments.

	2011			2010
Cash flow hedges:
Interest rate contracts	$	422		$	1,262
Foreign exchange contracts	(41		)	184
	$	381		$	1,446

Amounts included within Accumulated other non-owner changes to equity that were reclassified to income during the year ended December 31, 2011 resulted in a fixed rate of interest of 2.947% plus the borrowing spread for the first $100,000 of one-month LIBOR borrowings through the three month period ended March 31, 2011. The amounts reclassified for the foreign exchange contracts were not material. Additionally, there were no amounts recognized in income for hedge ineffectiveness during the year ended December 31, 2011.

The following table sets forth the gain (loss) recorded in other expense (income), net in the consolidated statements of income for the year ended December 31, 2011 and 2010 for non-designated derivatives held by the Company. Such gains (losses) were substantially offset by (losses)/gains recorded on the underlying hedged asset or liability.

	2011			2010
Foreign exchange contracts	$	(2,238	)	$	2,925

10. Fair Value Measurements

The provisions of the accounting standard for fair value define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This standard classifies the inputs used to measure fair value into the following hierarchy:

Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.

Level 3 Unobservable inputs for the asset or liability.

The following table provides the assets and liabilities reported at fair value and measured on a recurring basis as of December 31, 2011 and 2010:

44

BARNES GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

				Fair Value Measurements Using
	Total			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Description
December 31, 2011
Asset derivatives	$	304		$	—	$	304		$	—
Liability derivatives	(976		)	—		(976		)	—
Rabbi trust assets	1,494			1,494		—			—
	$	822		$	1,494	$	(672	)	$	—
December 31, 2010
Asset derivatives	$	1,617		$	—	$	1,617		$	—
Liability derivatives	(667		)	—		(667		)	—
Rabbi trust assets	1,350			1,350		—			—
	$	2,300		$	1,350	$	950		$	—

The fair values for the derivative contracts are valued using observable current market information as of the reporting date such as the prevailing LIBOR-based and U.S. treasury interest rates and forward currency spot and forward rates. The fair values of rabbi trust assets are based on quoted market prices from various financial exchanges. For disclosures of the fair values of the Company’s pension plan assets, see Note 11 of the Consolidated Financial Statements.

11. Pension and Other Postretirement Benefits

The accounting standards related to employers’ accounting for defined benefit pension and other postretirement plans requires the Company to recognize the overfunded or underfunded status of its defined benefit postretirement plans as assets or liabilities in the accompanying consolidated balance sheets and to recognize changes in the funded status of the plans in comprehensive income.

The Company has various defined contribution plans the largest of which is its Retirement Savings Plan. Most U.S. salaried and non-union hourly employees are eligible to participate in this plan. See Note 17 for further discussion of the Retirement Savings Plan. The Company also maintains various defined contribution plans which cover certain other employees. Company contributions under these plans are based primarily on the performance of the business units and employee compensation. Contribution expense under these other defined contribution plans was $5,106, $3,717 and $4,120 in 2011, 2010 and 2009, respectively.

Defined benefit pension plans in the U.S. cover a majority of the Company’s U.S. employees at the Associated Spring business of Precision Components, the Company’s Corporate Office and certain other U.S. employees at the distribution businesses of Logistics and Manufacturing Services. Plan benefits for salaried and non-union hourly employees are based on years of service and average salary. Plans covering union hourly employees provide benefits based on years of service. The Company funds U.S. pension costs in accordance with the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Non-U.S. defined benefit pension plans cover certain employees of certain international locations, primarily in Europe and Canada.

The Company provides other medical, dental and life insurance postretirement benefits for certain of its retired employees in the U.S. and Canada. It is the Company’s practice to fund these benefits as incurred.

The accompanying balance sheets reflect the underfunded status of the Company’s defined benefit pension plans at December 31, 2011 and 2010, respectively. Reconciliations of the obligations and underfunded status of the plans follow:

45

BARNES GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

	2011									2010
	U.S.			Non-U.S.			Total			U.S.			Non-U.S.			Total
Benefit obligation, January 1	$	343,425		$	71,548		$	414,973		$	323,347		$	65,039		$	388,386
Service cost	4,794			1,129			5,923			5,172			983			6,155
Interest cost	18,906			3,546			22,452			19,494			3,449			22,943
Amendments	117			—			117			1,656			672			2,328
Actuarial loss	33,078			1,231			34,309			16,194			3,979			20,173
Benefits paid	(22,338		)	(4,453		)	(26,791		)	(22,438		)	(4,451		)	(26,889		)
Transfers in	—			951			951			—			1,262			1,262
Plan Curtailments	—			(2,106		)	(2,106		)	—			—			—
Plan Settlements	—			(7,757		)	(7,757		)	—			—			—
Participant contributions	—			598			598			—			423			423
Foreign exchange rate changes	—			(1,243		)	(1,243		)	—			192			192
Benefit obligation, December 31	377,982			63,444			441,426			343,425			71,548			414,973
Fair value of plan assets, January 1	298,910			58,983			357,893			272,540			52,816			325,356
Actual return on plan assets	(5,808		)	1,828			(3,980		)	40,092			5,241			45,333
Company contributions	12,774			4,706			17,480			8,716			2,756			11,472
Participant contributions	—			598			598			—			423			423
Benefits paid	(22,338		)	(4,453		)	(26,791		)	(22,438		)	(4,451		)	(26,889		)
Plan Settlements	—			(5,131		)	(5,131		)	—			—			—
Transfers in	—			951			951			—			1,262			1,262
Foreign exchange rate changes	—			(650		)	(650		)	—			936			936
Fair value of plan assets, December 31	283,538			56,832			340,370			298,910			58,983			357,893
Underfunded status, December 31	$	(94,444	)	$	(6,612	)	$	(101,056	)	$	(44,515	)	$	(12,565	)	$	(57,080	)

Plan curtailments and plan settlements relate primarily to the sale of the BDE business. See Note 2 of the Consolidated Financial Statements.

Projected benefit obligations related to pension plans with benefit obligations in excess of plan assets follow:

	2011						2010
	U.S.		Non-U.S.		Total		U.S.		Non-U.S.		Total
Projected benefit obligation	$	354,287	$	62,831	$	417,118	$	321,775	$	58,255	$	380,030
Fair value of plan assets	256,518		55,933		312,451		269,896		45,628		315,524

Information related to pension plans with accumulated benefit obligations in excess of plan assets follows:

	2011						2010
	U.S.		Non-U.S.		Total		U.S.		Non-U.S.		Total
Projected benefit obligation	$	354,287	$	62,831	$	417,118	$	321,775	$	58,255	$	380,030
Accumulated benefit obligation	343,596		62,548		406,144		312,039		57,154		369,193
Fair value of plan assets	256,518		55,933		312,451		269,896		45,628		315,524

The accumulated benefit obligation for all defined benefit pension plans was $430,136 and $403,612 at December 31, 2011 and 2010, respectively.

Amounts related to pensions recognized in the accompanying balance sheets consist of:

	2011									2010
	U.S.			Non-U.S.			Total			U.S.			Non-U.S.			Total
Other assets	$	3,325		$	286		$	3,611		$	7,364		$	62		$	7,426
Accrued liabilities	2,705			386			3,091			2,725			450			3,175
Accrued retirement benefits	95,064			6,512			101,576			49,154			12,177			61,331
Accumulated other non-owner changes to equity, net	(104,960		)	(20,092		)	(125,052		)	(66,543		)	(19,711		)	(86,254		)

46

BARNES GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts related to pensions recognized in accumulated other non-owner changes to equity, net of tax, at December 31, 2011 and 2010, respectively, consist of:

	2011									2010
	U.S.			Non-U.S.			Total			U.S.			Non-U.S.			Total
Net actuarial loss	$	(103,025	)	$	(19,543	)	$	(122,568	)	$	(64,031	)	$	(19,074	)	$	(83,105	)
Prior service costs	(1,935		)	(549		)	(2,484		)	(2,512		)	(637		)	(3,149		)
	$	(104,960	)	$	(20,092	)	$	(125,052	)	$	(66,543	)	$	(19,711	)	$	(86,254	)

The accompanying balance sheets reflect the underfunded status of the Company’s other postretirement benefit plans at December 31, 2011 and 2010. Reconciliations of the obligations and underfunded status of the plans follow:

	2011			2010
Benefit obligation, January 1	$	55,188		$	54,811
Service cost	286			357
Interest cost	2,831			3,182
Amendments	(2,376		)	—
Actuarial loss	5,728			2,500
Benefits paid	(9,734		)	(6,693		)
Curtailment gain	—			(950		)
Participant contributions	2,679			1,846
Foreign exchange rate changes	(15		)	135
Benefit obligation, December 31	54,587			55,188
Fair value of plan assets, January 1	—			—
Company contributions	7,055			4,847
Participant contributions	2,679			1,846
Benefits paid	(9,734		)	(6,693		)
Fair value of plan assets, December 31	—			—
Underfunded status, December 31	$	54,587		$	55,188

Amounts related to other postretirement benefits recognized in the accompanying balance sheets consist of:

	2011			2010
Accrued liabilities	$	5,314		$	5,226
Accrued retirement benefits	49,273			49,962
Accumulated other non-owner changes to equity, net	(5,601		)	(3,044		)

Amounts related to other postretirement benefits recognized in accumulated other non-owner changes to equity, net of tax, at December 31, 2011 and 2010 consist of:

	2011			2010
Net actuarial loss	$	(10,194	)	$	(7,118	)
Prior service credits	4,593			4,074
	$	(5,601	)	$	(3,044	)

47

BARNES GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The sources of changes in accumulated other non-owner changes to equity, net, during 2011 were:

	Pension			Other Postretirement Benefits
Prior service cost	$	(73	)	$	1,475
Net loss	(44,289		)	(3,574		)
Amortization of prior service costs (credits)	727			(957		)
Amortization of actuarial loss	4,298			498
Foreign exchange rate changes	531			1
Divestiture	$	8		$	—
	$	(38,798	)	$	(2,557	)

Weighted-average assumptions used to determine benefit obligations at December 31, are:

	2011		2010
U.S. plans:
Discount rate	5.05	%	5.65	%
Increase in compensation	3.71	%	3.71	%
Non-U.S. plans:
Discount rate	4.46	%	4.89	%
Increase in compensation	2.76	%	2.72	%

The investment strategy of the plans is to generate a consistent total investment return sufficient to pay present and future plan benefits to retirees, while minimizing the long-term cost to the Company. Target allocations for asset categories are used to earn a reasonable rate of return, provide required liquidity and minimize the risk of large losses. Targets may be adjusted, as necessary within certain guidelines, to reflect trends and developments within the overall investment environment. The weighted-average target investment allocations by asset category are as follows: 70% in equity securities, 20% in fixed income securities, 5% in real estate and 5% in other investments, including cash.

The fair values of the Company’s pension plan assets at December 31, 2011 and 2010, by asset category are as follows:

48

BARNES GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

			Fair Value Measurements Using
Asset Category	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
December 31, 2011
Cash and short-term investments	$	10,227	$	10,227	$	—	$	—
Equity securities:
U.S. large-cap	86,709		41,419		45,290		—
U.S. mid-cap	33,264		33,264		—		—
U.S. small-cap	36,079		36,079		—		—
International equities	69,163		—		69,163		—
Fixed income securities:
U.S. bond funds	61,974		—		61,974		—
International bonds	27,221		—		27,221		—
Real estate securities	15,432		—		15,432		—
Other	301		—		301		—
	$	340,370	$	120,989	$	219,381	$	—
December 31, 2010
Cash and short-term investments	$	4,157	$	4,157	$	—	$	—
Equity securities:
U.S. large-cap	98,766		50,847		47,919		—
U.S. mid-cap	38,069		38,069		—		—
U.S. small-cap	38,959		38,959		—		—
International equities	74,308		—		74,308		—
Fixed income securities:
U.S. bond funds	57,547		—		57,547		—
International bonds	29,313		—		29,313		—
Real estate securities	16,199		—		16,199		—
Other	575		—		575		—
	$	357,893	$	132,032	$	225,861	$	—

The fair values of the Level 1 assets are based on quoted market prices from various financial exchanges. The fair values of the Level 2 assets are based primarily on quoted prices in active markets for similar assets or liabilities. The Level 2 assets are comprised primarily of commingled funds and fixed income securities. Commingled equity funds are valued at their net asset values based on quoted market prices of the underlying assets. Fixed income securities are valued using a market approach which considers observable market data for the underlying asset or securities.

The Company expects to contribute approximately $25,700 to the pension plans in 2012.

The following are the estimated future net benefit payments, which include future service, over the next 10 years:

	Pensions		Other Postretirement Benefits
2012	$	26,938	$	5,314
2013	27,296		5,209
2014	27,729		5,338
2015	28,178		5,110
2016	28,585		4,855
Years 2017-2021	147,981		21,544
Total	$	286,707	$	47,370

49

BARNES GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Pension and other postretirement benefit expenses consist of the following:

	Pensions									Other Postretirement Benefits
	2011			2010			2009			2011			2010			2009
Service cost	$	5,923		$	6,155		$	6,598		$	286		$	357		$	465
Interest cost	22,452			22,943			22,734			2,831			3,182			3,530
Expected return on plan assets	(32,041		)	(30,938		)	(30,676		)	—			—			—
Amortization of prior service cost	1,124			937			944			(1,541		)	(970		)	(745		)
Recognized losses	5,725			2,495			1,950			806			421			202
Curtailment (gain) loss	(1,884		)	—			71			—			(950		)	—
Settlement loss	304			—			—			—			—			—
Special termination benefits	—			—			48			—			—			—
Net periodic benefit cost	$	1,603		$	1,592		$	1,669		$	2,382		$	2,040		$	3,452

The estimated net actuarial loss and prior service cost for the defined benefit pension plans that will be amortized from accumulated other non-owner changes to equity into net periodic benefit cost in 2012 are $10,986 and $1,083, respectively. The estimated net actuarial loss and prior service credit for other defined benefit postretirement plans that will be amortized from accumulated other non-owner changes to equity into net periodic benefit cost in 2012 are $1,141 and $(1,585), respectively.

Weighted-average assumptions used to determine net benefit expense for years ended December 31, are:

	2011		2010		2009
U.S. plans:
Discount rate	5.65	%	6.20	%	6.50	%
Long-term rate of return	9.00	%	9.00	%	9.00	%
Increase in compensation	3.71	%	3.71	%	3.71	%
Non-U.S. plans:
Discount rate	4.89	%	5.59	%	6.02	%
Long-term rate of return	5.87	%	6.01	%	6.03	%
Increase in compensation	2.72	%	2.71	%	2.94	%

The expected long-term rate of return is based on the actual historical rates of return of published indices that are used to measure the plans’ target asset allocation. The historical rates are then discounted to consider fluctuations in the historical rates as well as potential changes in the investment environment.

The Company’s accumulated postretirement benefit obligations, exclusive of pensions, take into account certain cost-sharing provisions. The annual rate of increase in the cost of covered benefits (i.e., health care cost trend rate) is assumed to be 7.6% at December 31, 2011 and 2010, decreasing gradually to a rate of 4.5% by December 31, 2029. A one percentage point change in the assumed health care cost trend rate would have the following effects:

	One Percentage Point Increase		One Percentage Point Decrease
Effect on postretirement benefit obligation	$	873	$	(776	)
Effect on postretirement benefit cost	43		(39		)

The Company contributes to a multi-employer defined benefit pension plan under the terms of a collective-bargaining agreement. This multi-employer plan provides pension benefits to its union-represented employees at the Edison, New Jersey facility within the Barnes Distribution reporting unit. The risks of participating in this multi-employer plan are different from single-employer plans in the following aspects:

50

BARNES GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

a. Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers.

b. If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.

c. If the Company chooses to stop participating in the multi-employer plan, the Company may be required to pay to this plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability.

The Company's participation in this plan for the annual period ended December 31, 2011 is outlined in the table below. The “EIN/Pension Plan Number” column provides the Employee Identification Number (“EIN”) and the three-digit plan number. The most recent Pension Protection Act zone status available in 2011 and 2010 relates to the plan's year-end at February 28, 2011 and February 28, 2010, respectively. The zone status is based on information that the Company received from the plan and is certified by the plan's actuary. Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the yellow zone are less than 80 percent funded, and plans in the green zone are at least 80 percent funded. The “FIP/RP Status Pending/Implemented” column indicates plans for which a financial improvement plan (FIP) or a rehabilitation plan (RP) is either pending or has been implemented. The last column lists the expiration date of the collective-bargaining agreement to which the plan is subject. There have been no significant changes that affect the comparability of 2011, 2010 or 2009 contributions.

		Pension Protection Act Zone Status			Contributions by the Company
Pension Fund	EIN/Pension Plan Number	2011	2010	FIP/RP Status Funding	2011	2010	2009	Surcharge Imposed	Expiration Date of Collective Bargaining Agreement
Teamsters Local 641 Pension Fund	22-6220288-001	Red as of March 1, 2010 for Plan year ended February 28, 2011	Red as of March 1, 2009 for Plan year ended February 28, 2010	Implemented (A)	$101	$106	$103	No Surcharge	January 31, 2014
Swedish Pension Plan (ITP2) (B)					292	280	259
			Total Contributions		$393	$386	$362

(A) Plan information is publicly available for the Local 641 Pension fund. The Form 5500 indicates that the Plan is currently underfunded. Future contributions have increased pursuant to the collective bargaining agreement (dated January 31, 2011 and expiring on January 31, 2014) and the updated Rehabilitation Plan (dated February 17, 2011). Per the terms of the Rehabilitation Plan, required contributions will increase by approximately 4% (annually) through 2018.

(B) The Company also contributes to a Swedish pension plan that supplements the Swedish social insurance system. The pension plan guarantees employees a pension based on a percentage of their salary and also represents a multi-employer pension plan, however the pension plan was not significant in any year presented. This pension plan is not underfunded.

The Company also contributes to a multi-employer other post-retirement benefit plan under the terms of the collective-bargaining agreement at the Edison, New Jersey facility. This health and welfare plan provides medical, prescription, optical and other benefits to its union-represented active employees and retirees. Company contributions to the post-retirement plan approximated $202, $238 and $233 in 2011, 2010 and 2009, respectively. There have been no significant changes that affect the comparability of 2011, 2010 or 2009 contributions.

12. Stock-Based Compensation

The Company accounts for the cost of all share-based payments, including stock options, by measuring the payments at fair value on the grant date and recognizing the cost in the results of operations. The fair values of stock options are estimated using the Black-Scholes option-pricing model based on certain assumptions. The fair values of service and performance based stock awards are estimated based on the fair market value of the Company’s stock price on the grant date. The fair value of market based performance share awards are estimated using the Monte Carlo valuation method. Estimated forfeiture rates are

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applied to outstanding awards. The Company records the cash flows resulting from tax deductions in excess of compensation for those options and other stock awards, if any, as financing cash flows. The Company has elected the shortcut method as described in the related accounting literature for determining the available pool of windfall tax benefits upon adoption. The Company accounts for the utilization of windfall tax benefits using the tax law ordering approach.

Please refer to Note 17 for a description of the Company’s stock-based compensation plans and their general terms. As of December 31, 2011, incentives have been awarded in the form of performance share unit awards and restricted stock unit awards (collectively, “Rights”) and stock options. The Company has elected to use the straight-line method to recognize compensation costs. Stock option awards vest over a period ranging from six months to five years. The maximum term of stock option awards is 10 years. Upon exercise of a stock option or upon vesting of Rights, shares are issued from treasury shares held by the Company or from authorized shares.

During 2011, 2010 and 2009, the Company recognized $8,319, $7,655 and $4,208, respectively, of stock-based compensation cost and $3,155, $2,903 and $1,596, respectively, of related tax benefits in the accompanying consolidated statements of income. In addition, the Company has recorded $8,056 of excess tax benefits in additional paid-in capital in 2011. No amounts were recorded in 2010 or 2009. The Company has not realized all available tax benefits for tax deductions from awards exercised or issued in these periods because these items did not reduce current taxes payable in the period. At December 31, 2011, the Company had $8,410 of unrecognized compensation costs related to unvested awards which are expected to be recognized over a weighted average period of 2.11 years.

The following table summarizes information about the Company’s stock option awards during 2011:

	Number of Shares		Weighted-Average Exercise Price
Outstanding, January 1, 2011	4,215,811		$	16.31
Granted	379,900		20.69
Exercised	(1,836,572	)	15.20
Forfeited	(121,836	)	17.19
Outstanding, December 31, 2011	2,637,303		17.67

The following table summarizes information about stock options outstanding at December 31, 2011:

	Options Outstanding				Options Exercisable
Range of Exercise Prices	Number Of Shares	Average Remaining Life (Years)	Average Exercise Price		Number Of Shares	Average Exercise Price
$9.56 to $11.50	671,172	6.39	$	11.35	435,150	$	11.30
$12.62 to $18.63	706,006	6.23	15.54		393,969	15.73
$19.13 to $22.34	990,620	6.40	21.11		603,954	21.41
$23.26 to $33.45	269,505	5.68	26.34		243,334	26.47

The Company received cash proceeds from the exercise of stock options of $27,909, $5,013 and $5,858 in 2011, 2010 and 2009, respectively. The total intrinsic value (the amount by which the stock price exceeds the exercise price of the option on the date of exercise) of the stock options exercised during 2011, 2010 and 2009 was $14,263, $1,854 and $1,369, respectively.

The weighted average grant date fair value of stock options granted in 2011, 2010 and 2009 was $7.50, $5.64 and $3.70, respectively. The fair value of each stock option grant on the date of grant was estimated using the Black-Scholes option-pricing model based on the following weighted average assumptions:

	2011		2010		2009
Risk-free interest rate	2.04	%	2.32	%	1.80	%
Expected life (years)	5.2		5.2		5.3
Expected volatility	49.6	%	49.5	%	45.0	%
Expected dividend yield	2.75	%	2.98	%	2.98	%

The risk-free interest rate is based on the term structure of interest rates at the time of the option grant. The expected life

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represents an estimate of the period of time that options are expected to remain outstanding. Assumptions of expected volatility of the Company’s common stock and expected dividend yield are estimates of future volatility and dividend yields based on historical trends.

The following table summarizes information about stock options outstanding that are expected to vest and stock options outstanding that are exercisable at December 31, 2011:

Options Outstanding, Expected to Vest						Options Outstanding, Exercisable
Shares	Weighted- Average Exercise Price		Aggregate Intrinsic Value		Weighted- Average Remaining Term (Years)	Shares	Weighted- Average Exercise Price		Aggregate Intrinsic Value		Weighted- Average Remaining Term (Years)
2,565,657	$	17.67	$	17,105	6.28	1,676,407	$	18.19	$	10,507	5.22

The following table summarizes information about the Company’s Rights during 2011:

	Service Based Rights				Service and Performance Based Rights				Service and Market Based Rights
	Number of Units		Weighted Average Grant Date Fair Value		Number of Units		Weighted Average Grant Date Fair Value		Number of Units		Weighted Average Grant Date Fair Value
Outstanding, January 1, 2011	609,703		$	14.64	33,898		$	17.87	—		$	—
Granted	111,989		20.77		53,000		20.69		26,500		36.33
Forfeited	(46,380	)	13.54		(3,059	)	20.69		(1,530	)	36.33
Vested / Issued	(188,507	)	21.56		(18,432	)	15.88		—		—
Outstanding, December 31, 2011	486,805		14.85		65,407		20.58		24,970		36.33

The Company granted 111,989 restricted stock unit awards and 79,500 performance share unit awards in 2011. All of the restricted stock unit awards vest upon meeting certain service conditions. The performance share unit awards are part of a new long-term Relative Measure Program, which is designed to assess the long-term Company performance relative to the performance of companies included in the Russell 2000 Index. The performance goals are independent of each other and based on three metrics, the Company's total shareholder return ("TSR"), basic earnings per share growth and operating income before depreciation and amortization growth (weighted equally). The participants can earn from zero to 250% of the target award and the award includes a forfeitable right to dividend equivalents, which are not included in the aggregate target award numbers. Compensation expense for the awards is recognized over the three year service period based upon the value determined under the intrinsic value method for the basic earnings per share growth and operating income before depreciation and amortization growth portions of the award and the Monte Carlo simulation valuation model for the TSR portion of the award since it contains a market condition. The weighted average assumptions used to determine the weighted average fair values of the market based portion of the 2011 awards include a 1.28% risk-free interest rate and a 56.4% expected volatility rate.

Compensation expense for the TSR portion of the awards is fixed at the date of grant and will not be adjusted in future periods based upon the achievement of the TSR performance goal. Compensation expense for the basic earnings per share growth and operating income before depreciation and amortization growth portions of the awards is recorded based upon a probability assessment of achieving the goals and will be adjusted at the end of the service period based upon the actual achievement of those performance goals.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

13. Income Taxes

The components of Income from continuing operations before income taxes and Income taxes follow:

	2011			2010			2009
Income (loss) from continuing operations before income taxes:
U.S.	$	19,341		$	(8,545	)	$	(7,920	)
International	97,548			72,350			50,880
Income from continuing operations before income taxes	$	116,889		$	63,805		$	42,960
Income tax provision:
Current:
U.S. – federal	$	11,829		$	578		$	(30	)
U.S. – state	805			758			203
International	11,695			9,958			7,486
	24,329			11,294			7,659
Deferred:
U.S. – federal	831			(423		)	(2,236		)
U.S. – state	928			(434		)	290
International	(772		)	(610		)	(5,583		)
	987			(1,467		)	(7,529		)
Income taxes	$25,316			$9,827			$130

Deferred income tax assets and liabilities at December 31 consist of the tax effects of temporary differences related to the following:

	Assets						Liabilities
	2011			2010			2011			2010
Allowance for doubtful accounts	$	767		$	1,171		$	71		$	70
Depreciation and amortization	708			2,541			12,359			12,060
Inventory valuation	12,890			11,018			1,109			992
Other postretirement/postemployment costs	20,945			20,889			(354		)	(321		)
Tax loss carryforwards	39,238			58,692			—			(1,349		)
Pension	43,998			20,747			23			125
Accrued compensation	6,885			11,073			—			—
Goodwill	(31,807		)	(28,337		)	633			635
Swedish tax incentive	—			—			3,922			4,169
Contingent convertible debt interest	(10,089		)	(25,046		)	—			—
Unrealized foreign currency (loss) gain	—			—			2,463			2,652
Other	9,636			10,459			1,867			3,664
	93,171			83,207			22,093			22,697
Valuation allowance	(16,681		)	(30,036		)	—			—
	$	76,490		$	53,171		$	22,093		$	22,697
Current deferred income taxes	$	28,829		$	10,449		$	1,431		$	1,667
Non-current deferred income taxes	47,661			42,722			20,662			21,030
	$	76,490		$	53,171		$	22,093		$	22,697

The standards related to accounting for income taxes require that deferred tax assets be reduced by a valuation allowance if, based on all available evidence, it is more likely than not that the deferred tax asset will not be realized. Available evidence includes the reversal of existing taxable temporary differences, future taxable income exclusive of temporary differences, taxable income in carryback years and tax planning strategies. The valuation allowance decreased $13,355 in 2011 primarily due to the sale of the BDE business.

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Management believes that sufficient taxable income should be earned in the future to realize the remaining net deferred tax assets including tax operating loss carryforwards, principally in the United States. The realization of these assets is dependent in part on the amount and timing of future taxable income in the jurisdictions where deferred tax assets reside during the tax operating loss carryforward period. The Company has tax loss carryforwards of $118,149: $71,568 which relates to U.S. tax loss carryforwards which have carryforward periods ranging from 16 to 19 years for federal purposes and one to 19 years for state purposes; $45,598 which relates to international tax loss carryforwards with carryforward periods ranging from three to fifteen years; and $983 which relates to windfall tax benefits which will be recorded to additional paid-in capital when realized. In addition, the Company has tax credit carryforwards of $3,613 with remaining carryforward periods ranging from one year to unlimited. In the United States, the Company is not in a cumulative loss position (defined as pre-tax book income plus permanent tax items) over the last three years and does not currently project to be in a cumulative loss position through 2012. As the ultimate realization of the remaining net deferred tax assets is dependent upon future taxable income, if such future taxable income is not earned and it becomes necessary to recognize a valuation allowance, it could result in a material increase in the Company’s tax expense which could have a material adverse effect on the Company’s financial condition and results of operations.

The Company has not recognized deferred income taxes on $591,630 of undistributed earnings of its international subsidiaries, since such earnings are considered to be reinvested indefinitely. If the earnings were distributed in the form of dividends, the Company would be subject, in certain cases, to both U.S. income taxes and foreign withholding taxes. Determination of the amount of this unrecognized deferred income tax liability is not practicable. During 2011, the Company repatriated a dividend from a portion of current year foreign earnings to the U.S. in the amount of $17,500. As a result of the dividend, tax expense increased by $6,898 and the 2011 annual consolidated effective income tax rate increased by 5.9 percentage points.

A reconciliation of the U.S. federal statutory income tax rate to the consolidated effective income tax rate from continuing operations follows:

	2011		2010		2009
U.S. federal statutory income tax rate	35.0	%	35.0	%	35.0	%
State taxes (net of federal benefit)	0.9		0.4		0.7
Foreign losses without tax benefit	0.3		3.0		6.0
Foreign operations taxed at lower rates	(20.6	)	(28.0	)	(42.7	)
ESOP dividend	(0.3	)	(0.7	)	(1.7	)
Repatriation from current year foreign earnings	5.9		4.7		—
Other	0.5		1.0		3.0
Consolidated effective income tax rate	21.7	%	15.4	%	0.3	%

The Company was awarded multi-year Pioneer tax status by the Ministry of Trade and Industry in Singapore for the production of certain engine components by the aerospace aftermarket business of Logistics and Manufacturing Services, the earliest of which was granted in August 2005 retroactive to October 2003. Tax benefits of $7,185 ($0.13 per diluted share), $6,043 ($0.11 per diluted share) and $7,178 ($0.13 per diluted share) were realized in 2011, 2010 and 2009, respectively. In 2010, the Pioneer tax status for certain of the Company’s engine components was awarded a two-year extension. The Pioneer tax status is generally awarded for periods of seven to nine years from the effective date and the first two of which are scheduled to expire in the second half of 2012.

Income taxes paid globally, net of refunds, were $11,613, $9,599 and $11,372 in 2011, 2010 and 2009, respectively.

As of December 31, 2011, 2010 and 2009, the total amount of unrecognized tax benefits recorded in the consolidated balance sheet was $6,965, $7,102 and $7,017, respectively, which, if recognized, would have reduced the effective tax rate in those years. A reconciliation of the unrecognized tax benefits for 2011, 2010 and 2009 follows:

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BARNES GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

	2011			2010			2009
Balance at January 1	$	7,102		$	7,017		$	7,611
Increase (decrease) in unrecognized tax benefits due to:
Tax positions taken during prior periods	—			240			—
Tax positions taken during the current period	215			17			59
Settlements with taxing authorities	(175		)	—			(320		)
Lapse of the applicable statute of limitations	(177		)	(172		)	(333		)
Balance at December 31	$	6,965		$	7,102		$	7,017

The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. The liability for unrecognized tax benefits included accrued interest of $0, $39 and $29 at December 31, 2011, 2010 and 2009, respectively.

The Company or its subsidiaries file income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. In the normal course of business, the Company is subject to examination by various taxing authorities, including the IRS in the U.S. and the taxing authorities in other major jurisdictions such as Brazil, Canada, France, Germany, Mexico, Singapore, Sweden, Switzerland and the United Kingdom. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2003. See Note 20 of the Consolidated Financial Statements for a discussion of current IRS matters.

14. Comprehensive Income

Comprehensive income includes all changes in equity during a period except those resulting from investments by, and distributions to, stockholders. For the Company, comprehensive income includes net income and other non-owner changes to equity, net of taxes. The components of accumulated other non-owner changes to equity, net of taxes, follow:

	Foreign Currency Translation Adjustments			Unrealized Gains/(Losses) On Hedging Activities			Pension and Other Postretirement Plans			Total
Balance, January 1, 2009	$	7,512		$	(1,899	)	$	(95,529	)	$	(89,916	)
2009 change	28,399			273			11,748			40,420
Balance, December 31, 2009	35,911			(1,626		)	(83,781		)	(49,496		)
2010 change	16,973			1,446			(5,517		)	12,902
Balance, December 31, 2010	52,884			(180		)	(89,298		)	(36,594		)
2011 change	(8,481		)	381			(41,363		)	(49,463		)
Divestiture	10,995			—			8			11,003
Balance, December 31, 2011	$	55,398		$	201		$	(130,653	)	$	(75,054	)

The 2011 change in Pension and Other Postretirement Plans includes losses that are primarily related to increases in the projected benefit obligations of the Company's plans and to the actual return of plan assets. The projected benefit obligations increased following an update of certain actuarial assumptions including assumptions related to the discount rate, inflation rate and mortality rate on certain plans. The sale of the BDE business during 2011 resulted in the derecognition of $10,995 of cumulative currency translation adjustments.

15. Common Stock

In 2011 and 2010, no common stock was issued from treasury. In 2009, 737,463 shares of common stock were issued from treasury for a contribution to the Company’s pension plans. An additional 1,154,265 shares of common stock were issued from treasury in 2009 as a result of the repurchase of convertible notes. In 2011, 2010 and 2009, the Company acquired 1,509,156 shares, 1,483,527 shares and 20,791 shares, respectively, of the Company’s common stock at a cost of $34,066, $28,100 and $314, respectively. These amounts exclude shares reacquired to pay for the related income tax upon issuance of shares in accordance with the terms of the Company’s stockholder-approved equity compensation plans and the equity rights granted pursuant to those plans. These reacquired shares were placed in treasury.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In 2011, 2010 and 2009, 2,075,385 shares, 544,366 shares and 744,125 shares of common stock, respectively, were issued from authorized shares for the exercise of stock options, various other incentive awards and purchases by the Employee Stock Purchase Plan.

16. Preferred Stock

At December 31, 2011 and 2010, the Company had 3,000,000 shares of preferred stock authorized, none of which were outstanding.

17. Stock Plans

Most U.S. salaried and non-union hourly employees are eligible to participate in the Company’s 401(k) plan (the "Retirement Savings Plan"). The Retirement Savings Plan provides for the investment of employer and employee contributions in various investment alternatives including the Company’s common stock, at the employee’s direction. Through June 30, 2009, the Company contributed an amount equal to 50% of employee contributions up to 6% of eligible compensation. As of July 1, 2009, the Company match was temporarily suspended. Effective April 1, 2010, the Company reinstated the Company match. The Company expenses all contributions made to the Retirement Savings Plan. The Company recognized expense of $3,399, $2,481 and $1,424 in 2011, 2010 and 2009, respectively. As of December 31, 2011, the Retirement Savings Plan held 3,119,731 shares of the Company’s common stock.

The Company has an Employee Stock Purchase Plan (“ESPP”) under which eligible employees may elect to have up to the lesser of $25 or 10% of base compensation deducted from their payroll checks for the purchase of the Company’s common stock at 95% of the average market value on the date of purchase. The maximum number of shares which may be purchased under the ESPP is 4,550,000. The number of shares purchased under the ESPP was 31,874, 41,791 and 64,394 in 2011, 2010 and 2009, respectively. The Company received cash proceeds from the purchase of these shares of $670, $733 and $829 in 2011, 2010 and 2009, respectively. As of December 31, 2011, 364,153 additional shares may be purchased.

The 1991 Barnes Group Stock Incentive Plan (the “1991 Plan”) authorized the granting of incentives to executive officers, directors and key employees in the form of stock options, stock appreciation rights, incentive stock rights and performance unit awards. Options granted under the 1991 Plan that terminated without being exercised become available for future grants under the 2004 Plan. A maximum of 89,277 common shares are subject to issuance under this plan after December 31, 2011.

The Barnes Group Inc. Employee Stock and Ownership Program (the “2000 Plan”) was approved on April 12, 2000, and subsequently amended on April 10, 2002 by the Company’s stockholders. The 2000 Plan permitted the granting of incentive stock options, nonqualified stock options, restricted stock awards, performance share or cash unit awards and stock appreciation rights, or any combination of the foregoing, to eligible employees to purchase up to 6,900,000 shares of the Company’s common stock. Such shares were authorized and reserved. Options granted under the 2000 Plan that terminate without being exercised become available for future grants under the 2004 Plan. A maximum of 49,732 common shares are subject to issuance under the 2000 Plan after December 31, 2011.

The Barnes Group Stock and Incentive Award Plan (the “2004 Plan”) was approved on April 14, 2004, and subsequently amended on April 20, 2006 and May 7, 2010 upon approval of Amendments to the 2004 Plan on such dates by the Company’s stockholders. The 2004 Plan permits the issuance of incentive awards, stock option grants and stock appreciation rights to eligible participants to purchase up to 5,700,000 shares of common stock. Of this amount as of December 31, 2011 and 2010, there were 2,383,451 and 2,755,053 shares, respectively, available for future grants under the 2004 Plan. Also available for grants under the Plan are the number of shares of common stock reserved for grants of awards under the 1991 and 2000 Plans (collectively, the “Prior Plans”) but not used as of April 14, 2004 and the number of shares of common stock that become available under the terms of the 1991, 2000 and 2004 Plans, including shares subject to awards which are forfeited, settled for cash, expire or otherwise terminate without issuance of the shares. Including shares of common stock that become available under the terms of the Prior Plans, a maximum of 5,413,924 common shares are subject to issuance under the 2004 Plan after December 31, 2011.

Restricted stock unit awards under the 2004 Plan (“Stock Rights”) entitle the holder to receive, without payment, one share of the Company’s common stock after the expiration of the vesting period. Certain Stock Rights are also subject to the satisfaction of established performance goals. Additionally, holders of certain Stock Rights are credited with dividend equivalents, which are converted into additional Stock Rights, and holders of certain restricted stock units are paid dividend equivalents in cash when dividends are paid to other stockholders. All Stock Rights have a vesting period of up to five years.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Under the Non-Employee Director Deferred Stock Plan, as further amended, each non-employee director who joined the Board of Directors prior to December 15, 2005 was granted the right to receive 12,000 shares of the Company’s common stock upon retirement. In 2011 and 2010, $23 and $25, respectively, of dividend equivalents were paid in cash related to these shares. Compensation cost related to this plan was $25, $28 and $28 in 2011, 2010 and 2009, respectively. There are 72,000 shares reserved for issuance under this plan. Each non-employee director who joins the Board of Directors subsequent to December 15, 2005 will receive restricted stock units under the 2004 Plan having a value of $50 that vest three years after the date of grant.

Total shares reserved for issuance under all stock plans aggregated 5,989,086 at December 31, 2011.

18. Weighted Average Shares Outstanding

Income from continuing operations and net income per common share is computed in accordance with accounting standards related to earnings per share. Basic earnings per share is calculated using the weighted-average number of common shares outstanding during the year. Share-based payment awards that entitle their holders to receive nonforfeitable dividends before vesting should be considered participating securities and, as such, should be included in the calculation of basic earnings per share. The Company’s restricted stock unit awards which contain nonforfeitable rights to dividends are considered participating securities. Diluted earnings per share reflects the assumed exercise and conversion of all dilutive securities. Shares held by the Retirement Savings Plan are considered outstanding for both basic and diluted earnings per share. There are no significant adjustments to income from continuing operations and net income for purposes of computing income available to common stockholders for the years ended December 31, 2011, 2010 and 2009. A reconciliation of the weighted average number of common shares outstanding used in the calculation of basic and diluted earnings per share follows:

	Weighted Average Common Shares Outstanding
	2011	2010	2009
Basic	55,214,586	55,259,732	53,879,976
Dilutive effect of:
Stock options	645,280	591,943	245,784
Restricted stock units	19,089	4,608	4,318
Non-Employee Director Deferred Stock Plan	52,927	68,904	76,348
Diluted	55,931,882	55,925,187	54,206,426

The calculation of weighted-average diluted shares outstanding excludes all anti-dilutive shares. During 2011, 2010 and 2009, the Company excluded 787,809, 1,730,632 and 3,560,600 stock options, respectively, from the calculation of diluted weighted-average shares outstanding as the stock options were considered anti-dilutive.

Effective April 5, 2011, the Company exercised its right to redeem the remaining $92,500 principal amount of the 3.75% Convertible Notes under their indenture agreement. The potential shares issuable for the 3.75% Convertible Notes were not included in either basic or diluted average common shares outstanding for the year ended December 31, 2011 as the notes were settled in cash. Under the net share settlement method, there were no potential shares issuable under the notes as the notes would have been anti-dilutive in 2010.

The 3.375% Convertible Notes are convertible, under certain circumstances, into a combination of cash and common stock of the Company. The conversion price is approximately $28.31 per share of common stock. The dilutive effect of the notes is determined based on the average closing price of the Company’s stock for the last 30 trading days of each quarter as compared to the conversion price. Under the net share settlement method, there were no potential shares issuable under the notes as the notes would have been anti-dilutive in 2011 and 2010.

19. Information on Business Segments

The Company’s reportable segments offer different products and services. Each segment is managed separately because each business has different core functional and delivery capabilities.

During the fourth quarter of 2011, the Company sold its Barnes Distribution Europe businesses (the "BDE" business). The BDE business was comprised of the Company's European KENT, Toolcom and BD France businesses that were reported within the Company's Logistics and Manufacturing Services segment. The results of these operations have been segregated and

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

presented as discontinued operations in the consolidated financial statements. Segment revenues and operating profit have been adjusted on a retrospective basis for the impact of discontinued operations, including a reallocation of corporate overhead expenses.

The Company operates two reportable business segments, as follows:

Logistics and Manufacturing Services provides value-added logistics support and repair services. Value-added logistics support services include inventory management, technical sales, and supply chain solutions for maintenance, repair, operating, and production supplies and services. Repair services provided include the manufacturing of spare parts for the refurbishment and repair of highly engineered components and assemblies for commercial and military aviation.

Logistics and Manufacturing Services has sales, distribution, and manufacturing operations in the United States, Brazil, Canada, China, France, Mexico, Singapore, Spain and the United Kingdom. Products and services are available in more than 30 countries.

The global operations are engaged in supplying, servicing, and manufacturing of maintenance, repair, and operating components. Activities include logistics support through vendor-managed inventory and technical sales for stocked replacement parts and other products, catalog offerings and custom solutions, and the manufacture and delivery of aerospace aftermarket spare parts, including the RSPs, and component repairs. Key business drivers include a value proposition centered on customer service, delivery, multiple sales channels, procurement systems, and strong customer relationships. In addition, the manufacturing and supplying of aerospace aftermarket spare parts, including the RSPs, are dependent upon the reliable and timely delivery of high-quality components.

The Logistics and Manufacturing Services segment faces active competition throughout the world. The products and services offered are not unique, and its competitors provide substantially similar products and services. Competition comes from local, regional, and national, maintenance and repair supply distributors and specialty manufacturers of springs, gas struts and engineered hardware. The aerospace aftermarket business competes with aerospace OEMs, service centers of major commercial airlines and other independent service companies for the repair and overhaul of turbine engine components. Service alternatives, timeliness and reliability of supply, price, technical capability, product breadth, quality and overall customer service are important competitive factors.

Precision Components is a global supplier of engineered components for critical applications focused on providing solutions for a diverse industrial, transportation and aerospace customer base. It is equipped to produce virtually every type of precision spring, from fine hairsprings for electronics and instruments to large heavy-duty springs for machinery as well as precision-machined and fabricated components and assemblies for OEM turbine engine, airframe and industrial gas turbine builders throughout the world, and the military. It is also a leading manufacturer and supplier of precision mechanical products, including precision mechanical springs, compressor reed valves and nitrogen gas products. Precision Components also manufactures high-precision punched and fine-blanked components used in transportation and industrial applications, nitrogen gas springs and manifold systems used to precisely control stamping presses, and retention rings that position parts on a shaft or other axis.

Precision Components has a diverse customer base with products purchased by durable goods manufacturers located around the world in industries including transportation, consumer products, farm equipment, telecommunications, medical devices, home appliances and electronics, and airframe and gas turbine engine manufacturers for commercial and military jets, business jets, and land-based industrial gas turbines. Long-standing customer relationships enable Precision Components to participate in the design phase of components and assemblies through which customers receive the benefits of manufacturing research, testing and evaluation. Products are sold primarily through Precision Components’ direct sales force and a global distribution channel.

Precision Components competes with a broad base of large and small companies engaged in the manufacture and sale of custom metal components and assemblies while the aerospace manufacturing business competes with both the leading jet engine OEMs and a large number of machining and fabrication companies. Precision Components competes on the basis of quality, service, reliability of supply, engineering and technical capability, product breadth, innovation, design, and price.

Precision Components has manufacturing, sales, assembly and distribution operations in the United States, Brazil, Canada, China, Germany, Korea, Mexico, Singapore, Sweden, Switzerland, Thailand and the United Kingdom.

59

BARNES GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company evaluates the performance of its reportable segments based on the operating profit of the respective businesses, which includes net sales, cost of sales, selling and administrative expenses and certain components of other expense (income), net, as well as the allocation of corporate overhead expenses.

Sales between the business segments and between the geographic areas in which the businesses operate are accounted for on the same basis as sales to unaffiliated customers. Additionally, revenues are attributed to countries based on the location of manufacturing or distribution facilities.

The following tables (dollars shown in millions) set forth information about the Company’s operations by its reportable business segments and by geographic area.

Operations by Reportable Business Segment

	Logistics and Manufacturing Services		Precision Components		Other			Total Company
Revenues
2011	$	492.9	$	687.5	$	(11.0	)	$	1,169.4
2010	443.9		595.9		(11.2		)	1,028.6
2009	428.3		501.5		(6.4		)	923.4
Operating profit
2011	$	64.8	$	62.8	$	—		$	127.6
2010	39.1		47.3		—			86.4
2009	48.7		14.8		—			63.5
Assets
2011	$	642.6	$	634.3	$	163.5		$	1,440.4
2010	716.5		605.8		81.0			1,403.3
2009	723.6		539.6		88.8			1,352.0
Depreciation and amortization
2011	$	27.5	$	29.5	$	1.9		$	58.9
2010	24.9		26.1		1.8			52.8
2009	24.7		24.8		2.0			51.5
Capital expenditures
2011	$	7.5	$	29.4	$	0.2		$	37.1
2010	10.0		18.7		0.1			28.8
2009	13.8		16.3		0.4			30.5

_________________________

Notes:

One customer, General Electric, accounted for 19%, 20% and 24% of the Company’s total revenues in 2011, 2010 and 2009, respectively.

“Other” revenues represent the elimination of intersegment sales.

“Other” assets include corporate-controlled assets, the majority of which are cash and deferred tax assets.

A reconciliation of the total reportable segments’ operating profit to income from continuing operations before income taxes follows:

	2011		2010		2009
Operating profit	$	127.6	$	86.4	$	63.5
Interest expense	10.3		20.0		22.5
Other expense (income), net	0.4		2.6		(2.0		)
Income from continuing operations before income taxes	$	116.9	$	63.8	$	43.0

60

BARNES GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Operations by Geographic Area

	Domestic		International		Other			Total Company
Revenues
2011	$	765.6	$	442.0	$	(38.2	)	$	1,169.4
2010	701.7		368.6		(41.7		)	1,028.6
2009	655.4		300.5		(32.5		)	923.4
Long-lived assets
2011	$	303.7	$	559.0	$	—		$	862.7
2010	290.4		619.9		—			910.3
2009	299.3		619.4		—			918.7

_________________________

Notes:

International sales derived from any one country did not exceed 10% of the Company’s total revenues.

“Other” revenues represent the elimination of intercompany sales between geographic locations, of which approximately 49% were sales from international locations to domestic locations.

Long-lived assets located in any one international country that exceeded 10% of the Company’s total long-lived assets as of December 31, 2011 were $247.3 million of intangible assets related to the RSPs recorded in Singapore, $142.2 million primarily related to goodwill and property, plant and equipment at the Hänggi division of the Precision Components segment located in Switzerland and $87.5 million primarily related to goodwill at the Stromsholmen division of the Precision Components segment located in Sweden.

In the first quarter of 2012, the Company is realigning its organizational structure by aligning its strategic business units which will result in three reportable business segments: Aerospace, Industrial and Distribution. The Aerospace segment will produce precision-machined and fabricated components and assemblies for original equipment manufacturer (“OEM”) turbine engine, airframe and industrial gas turbine builders throughout the world, and for the military. Aerospace will also provide jet engine component overhaul and repair services for many of the world's major turbine engine manufacturers, commercial airlines and the military. In addition, Aerospace will manufacture and provide aerospace aftermarket spare parts and will provide repair services for aerospace engine components. The Industrial segment will be a global supplier of high quality manufactured precision components for critical applications serving diverse industrial end markets such as transportation, energy, electronics, medical and consumer products. The Distribution segment will be an industry leader in logistics support through vendor managed inventory and technical sales for maintenance, repair, operating and production supplies, as well as the design, manufacture and distribution of engineered supplies for the global industrial base. All previously reported segment information will be adjusted on a retrospective basis to reflect this change beginning in the first quarter of 2012.

20. Commitments and Contingencies

Leases

The Company has various noncancellable operating leases for buildings, office space and equipment. Rent expense was $19,678, $20,179 and $20,535 for 2011, 2010 and 2009, respectively. Minimum rental commitments under noncancellable leases in years 2012 through 2016 are $9,688, $8,374, $4,614, $1,675 and $1,564, respectively, and $4,270 thereafter. The rental expense and minimum rental commitments of leases with step rent provisions are recognized on a straight-line basis over the lease term.

Product Warranties

The Company provides product warranties in connection with the sale of certain products. From time to time, the Company is subject to customer claims with respect to product warranties. Product warranty liabilities were not significant as of December 31, 2011 or 2010.

The Company was named in a lawsuit arising out of an alleged breach of contract and implied warranty by a customer of Toolcom, a division of the Logistics and Manufacturing Services segment, related to the sale of certain products prior to the Company’s 2005 acquisition of Toolcom. In 2006, the plaintiff filed the lawsuit in civil court in Scotland and asserted that certain products sold were not fit for a particular use and claims approximately 5,500 pounds sterling (approximately $8,500 at December 31, 2011) in damages, plus interest at the statutory rate of 8% per annum and costs. In 2010, the court found that Toolcom was in breach of contract and implied warranty, and ordered Toolcom to pay a portion of the plaintiff’s attorneys’ fees. The court has not made determinations as to causation and damages. Although the Company intends to vigorously defend its

61

BARNES GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

position with respect to causation and damages, based on reviews of the currently available information and acknowledging the uncertainties of litigation, management has provided for what it believes to be a reasonable estimate of loss exposure. While it is currently not possible to determine the ultimate outcome of this matter, the Company believes that any ultimate losses would not be expected to have a material adverse effect on the Company’s consolidated financial position or cash flows, but could be material to the consolidated results of operations of any one period.

Income Taxes

In connection with an IRS audit for the tax years 2000 through 2002, the IRS proposed adjustments to these tax years of approximately $16,500, plus a potential penalty of 20% of the tax assessment plus interest. The adjustment relates to the federal taxation of foreign income of certain foreign subsidiaries.  The Company filed an administrative protest of these adjustments.  In the third quarter of 2009, the Company was informed that its protest was denied and a tax assessment was received from the Appeals Office of the IRS.  In November 2009, the Company filed a petition against the IRS in the U.S. Tax Court contesting the tax assessment received.  Based on the schedule established by the court in September 2011 and developments to date, the Company expects a trial to begin during the first quarter of 2012. Depending on the outcome, an appeal by either party is possible. The Company continues to believe its tax position on the issues raised by the IRS is correct and the Company plans to continue to take appropriate actions to vigorously defend its position.  The Company believes it should prevail on this issue. While any additional impact on the Company's liability for income taxes cannot presently be determined, the Company continues to believe it is adequately provided for and the outcome is not expected to have a material effect on the Company's consolidated financial position or cash flows, but could be material to the consolidated results of operations of any one period.

21. Accounting Changes

In September 2011, the Financial Accounting Standards Board (“FASB”) amended its guidance related to the disclosure of multi-employer pension plans. The guidance requires incremental disclosures that provide additional information related to an employer's financial obligations within multi-employer pension plans. The provisions of the amended guidance were effective for the Company in the year ending December 31, 2011. The Company adopted the provisions of the amended accounting standard during the fourth quarter of 2011. The provisions have been applied retrospectively. See Note 11 of the Consolidated Financial Statements.

62

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

of Barnes Group Inc.:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, of changes in stockholders’ equity and of cash flows present fairly, in all material respects, the financial position of Barnes Group Inc. and its subsidiaries (the “Company”) at December 31, 2011 and 2010, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2011 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/    PRICEWATERHOUSECOOPERS LLP 

PricewaterhouseCoopers LLP

Hartford, Connecticut

February 21, 2012

63

QUARTERLY DATA (UNAUDITED)

(Dollars in millions, except per share data)

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Full Year
2011
Net sales (2)	$	289.6	$	297.8	$	298.6	$	283.3	$	1,169.4
Gross profit (1)	98.7		103.3		99.9		95.1		397.0
Operating income	30.7		33.8		34.2		28.9		127.6
Income from continuing operations	20.2		22.7		24.9		23.8		91.6
Net income(2)	19.1		22.3		23.2		0.1		64.7
Per common share:
Income from continuing operations:
Basic	$	0.37	$	0.41	$	0.45	$	0.43	$	1.66
Diluted	0.36		0.41		0.44		0.43		1.64
Net income:
Basic	0.35		0.40		0.42		—		1.17
Diluted	0.34		0.40		0.41		—		1.16
Dividends	0.08		0.08		0.08		0.10		0.34
Market prices (high - low)	$22.00-19.64		$25.85-20.22		$25.82-18.70		$25.15-17.47		$25.85-17.47
2010
Net sales	$	250.0	$	255.8	$	264.6	$	258.2	$	1,028.6
Gross profit (1)	83.7		89.6		90.7		86.5		350.4
Operating income	19.0		22.7		24.9		19.8		86.4
Income from continuing operations	11.5		14.7		15.1		12.8		54.0
Net income	11.8		14.8		15.1		11.5		53.3
Per common share:
Income from continuing operations:
Basic	$	0.20	$	0.27	$	0.27	$	0.23	$	0.97
Diluted	0.20		0.26		0.27		0.23		0.96
Net income:
Basic	0.21		0.27		0.27		0.21		0.96
Diluted	0.21		0.26		0.27		0.21		0.95
Dividends	0.08		0.08		0.08		0.08		0.32
Market prices (high - low)	$20.16-15.00		$22.40-16.16		$18.87-14.95		$21.27-17.03		$22.40-14.95

________________________

(1) Sales less cost of sales.

(2) The second quarter of 2011 includes $1.8 million of tax expense related to tax adjustments for prior years and the fourth quarter of 2011 includes a $1.9 million negative revenue adjustment ($1.4 million, net of tax), related primarily to prior year unrecorded rebates. See Note 1 of the Consolidated financial statements.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

Management, including the Company’s President and Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon, and as of the date of, that evaluation, the President and Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective, in all material respects, and designed to

64

provide reasonable assurance that the information required to be disclosed in the reports the Company files and submits under the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, is (i) recorded, processed, summarized and reported as and when required and (ii) is accumulated and communicated to the Company’s management, including our President and Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal controls over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of management, including the principal executive officer and principal financial officer, the Company conducted an assessment of the effectiveness of its internal control over financial reporting based on the framework in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment under this framework, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2011.

PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited the financial statements included in this Annual Report, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, 2011, which appears on page 63 of this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

There has been no change to our internal control over financial reporting during the Company’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

65

PART III

Item 10. Directors, Executive Officers and Corporate Governance

DIRECTORS

Information with respect to our directors and nominees may be found under the caption “Election of Directors” of the Company’s proxy statement to be delivered to stockholders in connection with the Annual Meeting of Stockholders to be held on May 4, 2012 (the “Proxy Statement”). Such information is incorporated herein by reference.

EXECUTIVE OFFICERS

The Company’s executive officers as of the date of this Annual Report are as follows:

Executive Officer	Position	Age as of December 31, 2011
Gregory F. Milzcik	President and Chief Executive Officer	52
Patrick J. Dempsey	Senior Vice President and Chief Operating Officer	47
Dawn N. Edwards	Senior Vice President, Human Resources	43
Christopher J. Stephens, Jr.	Senior Vice President, Finance and Chief Financial Officer	47
Claudia S. Toussaint	Senior Vice President, General Counsel and Secretary	48

Each officer holds office until his or her successor is chosen and qualified or otherwise as provided in the Company’s By-Laws, except Mr. Milzcik who holds office pursuant to an employment agreement with the Company, and Ms. Toussaint, who gave notice of her resignation of employment with the Company on January 25, 2012. The Company expects Ms. Toussaint's resignation to be effective after an orderly transition of her duties, on or about March 16, 2012. Mr. Dempsey was appointed to his current position of Senior Vice President and Chief Operating Officer effective February 13, 2012. No family relationships exist among the executive officers of the Company. Except for Mr. Stephens and Ms. Toussaint, each of the Company’s executive officers has been employed by the Company or its subsidiaries in an executive or managerial capacity for at least the past five years.

Mr. Dempsey was appointed Vice President, Barnes Group Inc. and President, Logistics and Manufacturing Services in October 2008. Prior to that, he has held a series of roles of increasing responsibility since joining the Company in October 2000. In October 2007, he was appointed Vice President, Barnes Group Inc. and President, Barnes Distribution. In November 2004, he was promoted to Vice President, Barnes Group Inc. and President, Barnes Aerospace.

Ms. Edwards was appointed Senior Vice President, Human Resources effective August 2009. From December 2008 until August 2009, she served as Vice President of Human Resources – Global Operations. From 1998 until December 2008, Ms. Edwards served as Group Director, Human Resources. Ms. Edwards joined the Company in September 1998.

Mr. Milzcik was appointed President and Chief Executive Officer effective October 19, 2006. Effective February 1, 2006, he was appointed Executive Vice President and Chief Operating Officer of the Company. He was appointed President, Barnes Industrial (formerly Associated Spring) in November 2004. Mr. Milzcik joined the Company as Vice President, Barnes Group Inc. and President, Barnes Aerospace in June 1999.

Mr. Stephens joined the Company in January 2009 as Senior Vice President, Finance and Chief Financial Officer. From 2007 to 2008, he served as President of the Consumer Products Group of Honeywell International. From 2003 to 2007, he served as Vice President and Chief Financial Officer of Honeywell Transportation Systems Group.

Ms. Toussaint joined the Company in April 2010 as Senior Vice President, General Counsel and Secretary. Before joining the Company, Ms. Toussaint served as General Counsel and Corporate Secretary for Embarq Corporation, a telecommunications company, from December 2007 to July 2009, and then in an integration transition role until November 2009 following the acquisition of Embarq by CenturyTel, Inc. (now known as CenturyLink). Ms. Toussaint served as Vice President, Corporate Secretary and Chief Ethics Officer at Embarq and its predecessor (a subsidiary of Sprint Corporation until

66

May 2006) from July 2005 to December 2007. From December 2003 to July 2005, Ms. Toussaint served as Vice President, Corporate Governance and Ethics, and Corporate Secretary for Sprint (now known as Sprint Nextel Corporation), a telecommunications company.

AUDIT COMMITTEE

Ms. Mangum and Messrs. Benanav, McClellan and Morgan are the members of the Company’s audit committee which is a separately designated standing committee of the Board of Directors of the Company established in accordance with Section 3(a)(58)(A) of the Exchange Act.

The Company’s Board of Directors has determined that Mr. Morgan, who qualifies as an independent director under the New York Stock Exchange corporate governance listing standards and the Company’s Corporate Governance Guidelines, is an “audit committee financial expert,” as such term is defined by the Securities and Exchange Commission.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The information in the Proxy Statement under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” is incorporated herein by reference.

CODE OF ETHICS

We have adopted a Code of Ethics Applicable to Senior Executives (the “Executive Code of Ethics”) which is applicable to our Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer. The Executive Code of Ethics is available on our website at www.BGInc.com. We will disclose any material amendments to or waivers of the Executive Code of Ethics on our website or in a report on Form 8-K.

Item 11. Executive Compensation

The information in the Proxy Statement under the caption “Executive and Director Compensation” is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information in the Proxy Statement under “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans” is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information in the Proxy Statement under “Related Person Transactions” and “Corporate Governance – Director Independence” is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services

The information in the Proxy Statement under “Principal Accountant Fees and Services” is incorporated herein by reference.

67

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a)(1)	The following Financial Statements and Supplementary Data of the Company are set forth herein under Item 8 of this Annual Report:
	Consolidated Statements of Income for the years ended December 31, 2011, 2010 and 2009
	Consolidated Balance Sheets as of December 31, 2011 and 2010
	Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009
	Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2011, 2010 and 2009
	Notes to Consolidated Financial Statements
	Report of Independent Registered Public Accounting Firm
(a)(2)	See Financial Statement Schedule under Item 15(c).
(a)(3)	See Item 15(b) below.
(b)	The Exhibits required by Item 601 of Regulation S-K are filed as Exhibits to this Annual Report and indexed at pages 73 through 77 of this Annual Report.
(c)	Financial Statement Schedules.

68

Schedule II—Valuation and Qualifying Accounts

Years Ended December 31, 2011, 2010 and 2009

(In thousands)

Allowances for Doubtful Accounts:
Balance December 31, 2008	$	6,174
Provision charged to income	3,322
Doubtful accounts written off (net)	(3,709		)
Other adjustments(1)	128
Balance December 31, 2009	5,915
Provision charged to income	1,784
Doubtful accounts written off (net)	(2,221		)
Other adjustments(1)	(452		)
Balance December 31, 2010	5,026
Provision charged to income	1,623
Doubtful accounts written off (net)	(2,364		)
Other adjustments(1)	(1,387		)
Balance December 31, 2011	$	2,898

(1) These amounts are comprised primarily of foreign currency translation and other reclassifications. The reduction in 2011 includes $1.267 million of reserves recorded at the Barnes Distribution Europe businesses which were sold in the fourth quarter of 2011.

69

Schedule II—Valuation and Qualifying Accounts

Years Ended December 31, 2011, 2010 and 2009

(In thousands)

Valuation Allowance on Deferred Tax Assets:
Balance December 31, 2008	$	22,644
Additions charged to income tax expense	6,806
Reductions charged to other comprehensive income	(459		)
Reductions credited to income tax expense	(1,463		)
Changes due to foreign currency translation	2,154
Balance December 31, 2009	29,682
Additions charged to income tax expense	1,893
Reductions charged to other comprehensive income	(149		)
Reductions credited to income tax expense	(1,533		)
Changes due to foreign currency translation	143
Balance December 31, 2010	30,036
Additions charged to income tax expense	93
Additions charged to other comprehensive income	466
Reductions credited to income tax expense	(1,628		)
Changes due to foreign currency translation	(521		)
Divestiture (1)	(11,765		)
Balance December 31, 2011	$	16,681

(1) The reduction in 2011 reflects the valuation allowance recorded at the Barnes Distribution Europe businesses which were sold in the fourth quarter of 2011.

70

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:	February 21, 2012
BARNES GROUP INC.
By		/S/ GREGORY F. MILZCIK
		Gregory F. Milzcik
		President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below as of the above date by the following persons on behalf of the Company in the capacities indicated.

/S/ GREGORY F. MILZCIK    

Gregory F. Milzcik

President and Chief Executive Officer

(Principal Executive Officer), and Director

/S/ CHRISTOPHER J. STEPHENS, JR.    

Christopher J. Stephens, Jr.

Senior Vice President, Finance

Chief Financial Officer

(Principal Financial Officer)

/S/ MARIAN ACKER    

Marian Acker

Vice President, Controller

(Principal Accounting Officer)

/S/ THOMAS O. BARNES    

Thomas O. Barnes

Director

/S/ THOMAS J. ALBANI

Thomas J. Albani

Director

/S/ JOHN W. ALDEN

John W. Alden

Director

71

/S/ GARY G. BENANAV

Gary G. Benanav

Director

/S/ WILLIAM S. BRISTOW, JR.

William S. Bristow, Jr.

Director

/S/ GEORGE T. CARPENTER    

George T. Carpenter

Director

/S/ MYLLE H. MANGUM    

Mylle H. Mangum

Director

/S/ HASSELL H. MCCLELLAN    

Hassell H. McClellan

Director

/S/ WILLIAM J. MORGAN    

William J. Morgan

Director

72

EXHIBIT INDEX

Barnes Group Inc.

Annual Report on Form 10-K

for the Year ended December 31, 2011

Exhibit No.	Description	Reference
2.1	Share and Asset Purchase Agreement dated November 17, 2011 between the Company, Caramba Holding GmBH and Berner SE.	Incorporated by reference to Exhibit 2.1 to Form 8-K filed by the Company on November 17, 2011.
3.1	Restated Certificate of Incorporation; Certificate of Designation; Preferences and Rights of Series A Junior Participating Preferred Stock; Certificate of Change of location of registered office and of registered agent, dated December 13, 2002; Certificate of Merger of domestic company, dated May 19, 2004; and Certificate of Amendment of Restated Certificate of Incorporation of Barnes Group Inc., dated April 20, 2006.	Incorporated by reference to Exhibit 3 to the Company’s report on Form 10-Q for the quarter ended March 31, 2006.
3.2	Amended and Restated By-Laws.	Incorporated by reference to Exhibit 3.1 to Form 8-K filed by the Company on February 14, 2011.
4.1	(i) Purchase Agreement among the Company and several initial purchasers named therein, dated March 6, 2007, relating to the Company’s 3.375% Convertible Senior Subordinated Notes due 2027.	Incorporated by reference to Exhibit 4.1 to Form 8-K, filed by the Company on March 7, 2007.
	(ii) Indenture between the Company and The Bank of New York Trust Company, N.A., as Trustee under the Indenture, dated as of March 12, 2007, relating to the Company’s 3.375% Convertible Senior Subordinated Notes due 2027.	Incorporated by reference to Exhibit 4.3 to Form 8-K, filed by the Company on March 12, 2007.
	(iii) Resale Registration Rights Agreement between the Company and Banc of America Securities LLC, as Representative of the Initial Purchasers, dated as of March 12, 2007, relating to the Company’s 3.375% Convertible Senior Subordinated Notes due 2027.	Incorporated by reference to Exhibit 4.4 to Form 8-K, filed by the Company on March 12, 2007.
4.2	(i) ISDA Master Agreement, dated as of March 6, 2008, between the Company and Wells Fargo Bank, N.A.	Incorporated by reference to Exhibit 4.1(i) to the Company’s report on Form 10-Q for the quarter ended June 30, 2008.
	(ii) Schedule to Wells Fargo Bank, N.A. ISDA Master Agreement.	Incorporated by reference to Exhibit 4.1(ii) to the Company’s report on Form 10-Q for the quarter ended June 30, 2008.
	(iii) Schedule to JP Morgan Chase Bank, N.A. ISDA Master Agreement.	Incorporated by reference to Exhibit 4.2(i) to the Company’s report on Form 10-Q for the quarter ended June 30, 2008.
10.1	Fifth Amended and Restated Revolving Credit Facility Agreement dated September 27, 2011, among the Company and several commercial banks.	Incorporated by reference to Exhibit 4.1 to the Company’s report on Form 10-Q for the quarter ended September 30, 2011.
10.2*	Barnes Group Inc. Management Incentive Compensation Plan, amended October 22, 2008.	Incorporated by reference to Exhibit 10.1 to the Company’s report on Form 10-K for the year ended December 31, 2008.
10.3*	Barnes Group Inc. Performance-Linked Bonus Plan for Selected Executive Officers, as amended February 8, 2011.	Incorporated by reference to Annex 1 to the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 5, 2011.

73

Exhibit No.	Description	Reference
10.4*	Employment Agreement by and between the Company and Gregory F. Milzcik, as amended and restated as of December 31, 2008.	Incorporated by reference to Exhibit 10.1, on Form 8-K/A, filed by the Company on January 20, 2009.
10.5*	(i) Barnes Group Inc. Supplemental Senior Officer Retirement Plan, as amended and restated effective January 1, 2009.	Incorporated by reference to Exhibit 10.3 to the Company’s report on Form 10-K for the year ended December 31, 2008.
	(ii) Amendment to the Barnes Group Inc. Supplemental Senior Officer Retirement Plan dated December 30, 2009.	Incorporated by reference to Exhibit 10.3(ii) to the Company’s report on Form 10-K for the year ended December 31, 2009.
10.6*	(i) Barnes Group Inc. Supplemental Executive Retirement Plan, as amended and restated effective February 8, 2010.	Incorporated by reference to Exhibit 10.2 to the Company’s report on Form 10-Q for the quarter ended March 31, 2010.
	(ii) Amended and Restated Supplemental Executive Retirement Plan effective April 1, 2012.	Field with this report.
10.7*	Barnes Group Inc. Senior Executive Enhanced Life Insurance Program, as amended and restated effective April 1, 2011.	Incorporated by reference to Exhibit 10.1 to the Company’s report on Form 10-Q for the quarter ended June 30, 2011.
10.8*	Barnes Group Inc. Enhanced Life Insurance Program, as amended and restated effective April 1, 2011.	Incorporated by reference to Exhibit 10.6 to the Company’s report on Form 10-Q for the quarter ended March 30, 2011.
10.9*	Form of Barnes Group Inc. Stock and Incentive Award Plan Performance Unit Award Agreement dated as of February 8, 2010.	Filed with this report.
10.10*	Form of Barnes Group Inc. Executive Officer Severance Agreement, as amended March 31, 2010.	Incorporated by reference to Exhibit 10.20 to the Company’s Form 10-K for the year ended December 31, 2010.
10.11*	(i) Barnes Group Inc. Executive Separation Pay Plan, as amended and restated effective January 1, 2011.	Incorporated by reference to Exhibit 10.1 to the Company’s report on Form 10-Q for the quarter ended September 30, 2010.
	(ii) Barnes Group Inc. Executive Separation Pay Plan, as amended and restated effective January 1, 2012.	Filed with this report.
10.12*	(i) Barnes Group 2009 Deferred Compensation Plan.	Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended September 30, 2009.
	(ii) Trust Agreement between the Company and Fidelity Management Trust Company (Barnes Group 2009 Deferred Compensation Plan) dated September 1, 2009.	Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended September 30, 2009.
	(iii) Amendment to the Barnes Group 2009 Deferred Compensation Plan dated December 30, 2009.	Incorporated by reference to Exhibit 10.16(iii) to the Company’s Form 10-K for the year ended December 31, 2009.
	(iv) Amended and Restated the Barnes Group 2009 Deferred Compensation Plan effective as of April 1, 2012.	Filed with this report.
10.13*	Barnes Group Inc. Non-Employee Director Deferred Stock Plan, as amended and restated December 31, 2008.	Incorporated by reference to Exhibit 10.5 to the Company’s report on Form 10-K for the year ended December 31, 2008.
10.14*	Barnes Group Inc. Directors’ Deferred Compensation Plan, as amended and restated December 31, 2008.	Incorporated by reference to Exhibit 10.6 to the Company’s report on Form 10-K for the year ended December 31, 2008.

74

Exhibit No.	Description	Reference
10.15*	Form of Amended and Restated Contingent Dividend Equivalent Rights Agreement for officers.	Incorporated by reference to Exhibit 10.29 to the Company’s Form 10-K for the year ended December 31, 2008.
10.16*	Barnes Group Inc. Trust Agreement for Specified Plans.	Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended June 30, 2010.
10.17*	Form of Incentive Compensation Reimbursement Agreement between the Company and certain Officers.	Incorporated by reference to Exhibit 10.19 to the Company’s Form 10-K for the year ended December 31, 2010.
10.18*	Form of Indemnification Agreement between the Company and its Officers and Directors.	Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended June 30, 2010.
10.19*	Transition and Separation Agreement between the Company and Mr. Jerry W. Burris, dated June 14, 2011.	Incorporated by reference to Exhibit 10.1 on Form 8-K filed by the Company on June 17, 2011.
10.20*	1991 Barnes Group Stock Incentive Plan, as amended and restated as of December 31, 2008.	Incorporated by reference to Exhibit 10.4 to the Company’s report on Form 10-K for the year ended December 31, 2008.
10.21*	Barnes Group Inc. Amended Employee Stock and Ownership Program as further amended.	Incorporated by reference to Exhibit 10.2 to the Company’s report on Form 10-Q for the quarter ended March 31, 2003.
10.22*	(i) Barnes Group Inc. Stock and Incentive Award Plan, as amended December 31, 2008.	Incorporated by reference to Exhibit 10.15 to the Company’s report on Form 10-K for the year ended December 31, 2008.
	(ii) Barnes Group Inc. Stock and Incentive Award Plan, as amended March 15, 2010.	Incorporated by reference to Annex 1 to the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on April 5, 2010.
	(iii) Amendment 2010-1 approved on December 9, 2010 to the Barnes Group Inc. Stock and Incentive Award Plan as amended March 15, 2010.	Incorporated by reference to Exhibit 10.15 to the Company’s Form 10-K for the year ended December 31, 2010.
	(iv) Exercise of Authority Relating to the Stock and Incentive Award Plan, dated March 3, 2009.	Incorporated by reference to Exhibit 10.1 to the Company’s report on Form 10-Q for the quarter ended March 31, 2009.
10.23*	Form of Amended and Restated Restricted Stock Unit Award Agreement for Directors other than T. Albani.	Incorporated by reference to Exhibit 10.23 to the Company’s Form 10-K for the year ended December 31, 2008.
10.24*	Form of Amended and Restated Restricted Stock Unit Award Agreement for T. Albani.	Incorporated by reference to Exhibit 10.32 to the Company’s Form 10-K for the year ended December 31, 2008.
10.25*	Form of Barnes Group Inc. Stock and Incentive Award Plan Restricted Stock Unit Summary of Grant and Restricted Stock Unit Agreement for Directors dated as of February 8, 2011 (for non-management directors).	Incorporated by reference to Exhibit 10.1 to the Company’s report on Form 10-Q for the quarter ended March 31, 2011.
10.26*	Form of Non-Qualified Stock Option Agreement for employees grade 21 and up.	Incorporated by reference to Exhibit 10.25 to the Company’s Form 10-K for the year ended December 31, 2008.
10.27*	Form of Amended and Restated Restricted Stock Unit Award Agreement for employees grade 21 and up.	Incorporated by reference to Exhibit 10.27 to the Company’s Form 10-K for the year ended December 31, 2008.

75

Exhibit No.	Description	Reference
10.28*	Form of Barnes Group Inc. Stock and Incentive Award Plan Restricted Stock Unit Summary of Grant and Restricted Stock Unit Agreement for employees grade 21 and up dated as of February 8, 2011	Incorporated by reference to Exhibit 10.1 to the Company’s report on Form 10-Q for the quarter ended March 31, 2011.
10.29*	Form of Barnes Group Inc. Stock and Incentive Award Plan Stock Option Summary of Grant and Stock Option Agreement for employees in grade 21 and up dated as of February 8, 2011.	Incorporated by reference to Exhibit 10.1 to the Company’s report on Form 10-Q for the quarter ended March 31, 2011.
10.30*	Form of Non-Qualified Stock Option Agreement for CEO.	Incorporated by reference to Exhibit 10.24 to the Company’s Form 10-K for the year ended December 31, 2008.
10.31*	Form of Amended and Restated Restricted Stock Unit Award Agreement for CEO.	Incorporated by reference to Exhibit 10.26 to the Company’s Form 10-K for the year ended December 31, 2008.
10.32*	Form of Amended and Restated Performance Share Award Agreement for CEO.	Incorporated by reference to Exhibit 10.30 to the Company’s Form 10-K for the year ended December 31, 2008.
10.33*	Form of Amended and Restated Contingent Dividend Equivalent Rights Agreement for CEO.	Incorporated by reference to Exhibit 10.31 to the Company’s Form 10-K for the year ended December 31, 2008.
10.34*	Form of Barnes Group Inc. Stock and Incentive Award Plan Amended and Restated Performance Share Award Agreement for Officers.	Incorporated by reference to Exhibit 10.28 to the Company’s Form 10-K for the year ended December 31, 2008.
10.35*	Form of Barnes Group Inc. Stock and Incentive Award Plan Performance Share Award Summary of Grant and Performance Share Award Agreement for Officers and Other Individuals as Designated by the Compensation and Management Development Committee dated as of February 8, 2011.	Incorporated by reference to Exhibit 10.1 to the Company’s report on Form 10-Q for the quarter ended March 31, 2011.
10.36*	Form of Barnes Group Inc. Stock and Incentive Award Plan Performance Share Award Summary of Grant and Performance Share Award Agreement for Officers and Other Individuals as Designated by the Compensation and Management Development Committee dated as of February 8, 2012.	Filed with this report.
10.37*	Form of Barnes Group Inc. Stock and Incentive Award Plan Restricted Stock Unit Summary of Grant for Employees and Restricted Stock Unit Agreement dated February 8, 2012.	Filed with this report.
10.38*	Form of Barnes Group Inc. Stock and Incentive Award Plan Restricted Stock Unit Summary of Grant for Directors and Restricted Stock Unit Agreement dated February 8, 2012 (for non-management directors).	Filed with this report.
10.39*	Barnes Group Inc. Retirement Benefit Equalization Plan, as amended and restated effective February 8, 2010	Incorporated by reference to Exhibit 10.3 to the Company's report on Form 10-Q for the quarter ended March 31, 2010.
21	List of Subsidiaries.	Filed with this report.
23	Consent of Independent Registered Public Accounting Firm.	Filed with this report.
31.1	Certificate pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed with this report.

76

Exhibit No.	Description	Reference
31.2	Certificate pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed with this report.
32	Certificate pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Furnished with this report.
101.INS	XBRL Instance Document.	Furnished with this report.
101.SCH	XBRL Taxonomy Extension Schema Document.	Furnished with this report.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.	Furnished with this report.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.	Furnished with this report.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.	Furnished with this report.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.	Furnished with this report.

_________________________

* Management contract or compensatory plan or arrangement.

The Company agrees to furnish to the Commission, upon request, a copy of each instrument with respect to which there are outstanding issues of unregistered long-term debt of the Company and its subsidiaries, the authorized principal amount of which does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis.

77

EX-10.6

Exhibit 10.6(ii)        

BARNES GROUP INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

as amended and restated effective April 1, 2012

PREAMBLE

This Supplemental Executive Retirement Plan (the “Plan”) was amended by the Board of Directors of the Company on May 16, 1997 and December 31, 2007. It was further amended effective as of May 30, 2008, January 1, 2009, February 8, 2010 and April 1, 2012.

The amendments to the Plan that were adopted on December 31, 2007 were not intended to enhance (within the meaning of Treasury Regulation section 1.409A-6(a)(4)) any benefit or right existing under the Plan on or before that date, and the Plan as amended on December 31, 2007 was to be administered, interpreted and construed accordingly. To the extent that prior to May 30, 2008 any benefits under the Plan as modified or supplemented (if at all) by any written individual agreement with a participant were “grandfathered” from Section 409A of the Code (i.e., were compensation to which Section 409A of the Code does not apply, according to Treasury Regulation section 1.409A-6 or any other applicable Treasury Department guidance), such benefits shall be determined in accordance with, and be governed exclusively by, the provisions of the Plan as in effect before May 30, 2008 and such individual agreement, if applicable. To the extent that any benefits under the Plan were not “grandfathered” from Section 409A of the Code prior to May 30, 2008, and to the extent that any benefits are accrued under the Plan on and after that date, theneffective January 1, 2009, such benefits shall be determined in accordance with, and be governed by, the provisions of the Plan as amended and in effect from time to time on and after January 1,2009.

Notwithstanding the preceding sentence, the provisions of the Plan as amended and in effect from time to time on and after January 1, 2009 applicable to the computation of benefits, to the commencement date of such benefits, and to the time and form of payment, as well as any other provisions of the Plan as so amended that are impossible or impracticable to apply to benefits already in pay status, shall not apply to benefits in pay status prior to January 1, 2009, to the extent such provisions are not required to apply pursuant to guidance prescribed by the Treasury Department under Section 409A of the Internal Revenue Code (including, but not limited to, section XII.F of the preamble to the final regulations under such Section 409A and section 3.02 of IRS Notice 2007-86); rather, the applicable terms of the Plan in effect prior to January 1, 2009, as modified or supplemented (if at all) by any written individual agreement with a participant in accordance with Section 409A of the Internal Revenue Code and Treasury Department

guidance thereunder, construed and supplemented as necessary in accordance with the applicable provisions of Section 409A of the Internal Revenue Code and Treasury Department guidance thereunder, shall apply to such benefits. To the extent permissible under applicable provisions of Section 409A of the Internal Revenue Code and Treasury Department guidance thereunder, this paragraph also shall apply to benefits not yet in pay status prior to January 1, 2009 but with respect to which all events necessary to receive the payment have occurred before January 1, 2009. For the avoidance of doubt, this paragraph shall not apply to any benefits to which the fourth sentence of this Preamble (relating to “grandfathered” benefits) applies.

This Plan was amended and restated effective April 1, 2012, to terminate eligibility for benefits hereunder except with respect to participants who were receiving benefits hereunder as of April 1, 2012 or who were vested in their benefits hereunder as of April 1, 2012.

SECTION 1

DEFINITIONS

1.1    “Benefits Committee” shall mean the Benefits Committee appointed by the Board or its successor.

1.2    “Board” shall mean the Board of Directors of Barnes Group Inc., or its successor.

1.3    “Code” shall mean the Internal Revenue Code of 1986, as amended, as or it may be amended from time to time.

1.4    “Committee” shall mean the Compensation and Management Development Committee of the Board or its successor.

1.5    “Company” shall mean Barnes Group Inc. and each subsidiary and affiliated corporation that has adopted the Plan for the benefit of one or more employees.

1.6    “Participant” shall have the meaning set forth in Section 3.

1.7    “Plan” shall mean the Barnes Group Inc. Supplemental Executive Retirement Plan, as amended and set forth herein or in any amendment hereto.

1.8    “Qualified Plan” shall mean the Barnes Group Inc. Salaried Retirement Income Plan as amended and in effect from time to time, a pension plan which is intended to satisfy the requirements for qualification under Section 401(a) of the Code.

1.9    “RBEP” shall mean the Barnes Group Inc. Retirement Benefit Equalization Plan, as amended and in effect from time to time.

1.10    “Separation from Service” shall mean a “separation from service”from the Company and all corporations and other trades or businesses aggregated with the Company, as determined under rules set forth in Treasury Regulation section 1.409A-1(h), as in effect from time to time, or a successor thereto. If there is a question as to whether a Participant’s employment has been terminated or his or her employment relationship remains intact on account of the types of absences described in (a), (b), and (c) below, the following rules (to be interpreted consistent with Treasury Regulation section 1.409A-1(h)) shall apply:

(a) The employment relationship shall be treated as continuing intact while the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Participant retains a right to reemployment with the Company under an applicable statute or by contract. If the period of leave exceeds six months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date

immediately following such six-month period.

(b) For purposes of this Section 1.10, a leave of absence constitutes a “bona fide” leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Company.

(c) Notwithstanding the foregoing, where (i) a leave of absence is due to any medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than six months, and (ii) such impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29-month period of absence shall be substituted for the six-month period described in paragraph (a) hereof, regardless of whether the Participant retains a contractual right to reemployment, unless the employment relationship is otherwise terminated by the Company or the Participant.

1.11    “Specified Employee” shall mean a “Specified Employee” within the meaning of Treasury Regulation section 1.409A-1(i) as in effect from time to time, as determined in accordance with Section 5 below.

1.12    “Spouse” shall mean the individual to whom the Participant is legally married by civil or religious ceremony under the laws of the state in which the Participant is legally domiciled on the date the determination of whether there is a Spouse is being made.

1.13    “SSORP” shall mean the Barnes Group Inc. Supplemental Senior Officer Retirement Plan, as amended and in effect from time to time.

SECTION 2

PURPOSE OF PLAN

2.1    Purpose. The Plan is intended to provide supplemental retirement benefits to selected executives of the Company. Such benefits shall be payable out of the general assets of the Company. Notwithstanding the foregoing, in the discretion of the Committee, the Company may enter into one or more grantor trusts (sometimes known as “rabbi trusts”) for the purpose of financing part or all of its obligations under the Plan.

SECTION 3

ENTITLEMENT TO A BENEFIT

3.1    Participant’s Entitlement to a Benefit. Subject to Section 6.8, an individual shall be entitled to a benefit under Section 4 of this Plan if he or she (a) meets one of the criteria in (i) or (ii) below and (b) as of April 1, 2012, is (x) receiving benefits hereunder or (y) vested in his or her benefits in accordance with the terms herein:

(a) The individual is an Executive Officer of Barnes Group Inc. (as determined by the Committee) on or after November 16, 1979, who has a Separation from Service (whether as an Officer or as a non-Officer) at or after age 55 with a vested benefit under the Qualified Plan and with 10 or more years of service; or

(b) The individual is an employee of the Company who has been designated to participate in this Plan by the Committee.

The Committee shall determine how “years of service” are determined for purposes of this Plan and, consistent with any applicable written employment or similar agreement between the Company and a Participant, may provide credit for both periods of employment with the Company and affiliates of the Company and other credit.

In no event shall a benefit be provided under this Plan except on account of a Participant’s Separation from Service. (Thus, for example, no benefit shall be paid on account of death, disability, or other reasons.) An individual entitled to a benefit hereunder is a “Participant.”

SECTION 4

BENEFITS

4.1    Benefit Components. The Plan provides a Qualified Plan component, a SSORP component, and a RBEP component, determined in the manner set forth below. A Participant who does not have a Spouse on the date the payment of benefits hereunder actually commences (with regard to Section 5.1) shall receive the Qualified Plan component only. A Participant who has a Spouse on such date shall receive (a) the Qualified Plan component and the SSORP component, if he or she participates in the SSORP, or (b) the Qualified Plan component and the RBEP component, if he or she participates in the RBEP, or (c) the Qualified Plan component, the SSORP component and the RBEP component, if he participates in the SSORP and was designated by the Committee to participate in the RBEP on or after February 8, 2010 and after the date on which he satisfied the age and service conditions to receive a benefit payable upon Separation from Service (as defined in the SSORP) under the SSORP, with “participation” determined by the Committee in the event of any ambiguity.

4.2    Qualified Plan Component. This component shall be the product, determined as of the Participant’s Benefit Commencement Date hereunder, of (a) the Participant’s Qualified Plan Benefit, times (b) one (1.0) minus the 50% contingent annuitant factor applicable under the Qualified Plan for the ages of the Participant and the Participant’s Spouse (or, if the Participant has no Spouse, for an assumed Spouse with the same age as the Participant).

4.3    SSORP Component. This component shall be the product, determined as of the Participant’s Benefit Commencement Date hereunder, of (a) the Participant’s SSORP Benefit, if any, times (b) one (1.0) minus the 50% contingent annuitant factor applicable under the Qualified Plan for the ages of the Participant and the Spouse.

4.4    RBEP Component. This component shall be the product, determined as of the Participant’s Benefit Commencement Date hereunder, of (a) the Participant’s RBEP benefit, if any, times (b) one (1.0) minus the 50% contingent annuitant factor applicable under the Qualified Plan for the ages of the Participant and the Spouse.

4.5    Definition of Terms. For purposes of determining the benefits payable pursuant to this Section 4, the following terms shall have the following meanings:

(a) “Qualified Plan Benefit” shall mean the amount of pension benefit that is or would be payable to the Participant under the Qualified Plan, expressed in the form of a single life annuity, as of the Benefit Commencement Date under this Plan (but not including any amount accrued under the Qualified Plan after a Separation from Service, within the meaning of this Plan, on or after May 30, 2008), whether or not the Participant actually receives his or her Qualified Plan benefits in that form and at that time.     

(b) “SSORP Benefit” shall mean the amount of retirement benefit that is or would be payable to the Participant under the SSORP, expressed in the form of a single life annuity, as of the Benefit Commencement Date under this Plan (but not including any amount accrued under the SSORP after a Separation from Service, within the meaning of this Plan, on or after May 30, 2008), whether or not the Participant actually receives his or her SSORP benefits in that form.

(c) “RBEP Benefit” shall mean the amount of retirement benefit that is or would be payable to the Participant under the RBEP, expressed in the form of a single life annuity, as of the Benefit Commencement Date under this Plan (but not including any amount accrued under the RBEP after a Separation from Service, within the meaning of this Plan, on or after May 30, 2008), whether or not the Participant actually receives his or her RBEP benefits in that form.

4.6    Form of Benefit. Except as provided in Sections 4.8 and 4.9, the benefit payable to a Participant under this Plan shall be payable solely in the form of a single life annuity providing monthly payments, with the first payment to be due on the Benefit Commencement Date specified below but actually commencing within the 90-day period beginning on the Benefit Commencement Date (subject to Section 5.1) and ending with the last payment made to the Participant prior to his or her death. Consistent with Section 5.1, any payment due for a month prior to the month in which benefits actually commence shall be paid when benefits actually commence, with no adjustment for interest.

4.7    Benefit Commencement Date. The Benefit Commencement Date under this Plan shall be as follows:

(a) If the Participant is entitled to a SSORP Component, the Benefit Commencement Date for both the Participant’s Qualified Plan Component and SSORP Component shall be the Participant’s “Benefit Commencement Date” under the SSORP;

(b) If the Participant is entitled to a RBEP Component, the Benefit Commencement Date for both the Participant’s Qualified Plan Component and RBEP Component shall be the Participant’s “Benefit Commencement Date” under the RBEP; and

(c) If the Participant is not entitled to either a SSORP or a RBEP Component but is entitled to a Qualified Plan Component, the Benefit Commencement Date for such Component shall be the first day of the month following the day on which the Participant has a Separation from Service, within the meaning of this Plan; provided, however, that if a Participant becomes entitled to a benefit hereunder prior to his or her 55^th birthday, the Benefit Commencement Date shall be the first day of the month following the Participant’s 55^th birthday.

4.8    Form of Benefit for SSORP, Group II Participants. If a Participant under this Plan is entitled to a SSORP Component and is a Group II Participant in the SSORP, the SSORP Component shall be converted from the form of a single life annuity to a lump sum and then paid in five installments, with the first installment paid within the 90-day period beginning on the Participant’s Benefit Commencement Date specified in Section 4.7 (but subject to Section 5.1) and the last four installments paid on anniversaries of the Benefit Commencement Date. The Participant’s Qualified Plan Component shall be paid in the form of a life annuity, pursuant to the foregoing provisions of this Section 4. Determination of the amounts payable hereunder in installments shall be made by the Committee, in consultation with the Company’s actuary, and in accordance with a methodology that is substantially similar to that used for computing installments under the SSORP. Notwithstanding the foregoing, any installments payable hereunder shall be discontinued, with no installment or other form of payment provided to a beneficiary or any other person, in the event of a Participant’s death before the receipt of five installments.

4.9    Lump Sum Cashout. Notwithstanding the foregoing or any other provisions of the Plan, in the discretion of the Committee, a lump sum may be paid to a Participant within 90 days of the Participant’s Benefit Commencement Date (subject to Section 5.1) in satisfaction of his or her interest under this Plan if the value thereof as of the Participant’s Benefit Commencement Date does not exceed the applicable dollar amount under Section 402(g)(1)(B) of the Code and the payment results in the termination and liquidation of the entirety of the Participant’s interest under the Plan, including all agreements, methods, program, or other arrangements with respect to which deferrals of compensation are treated as having been deferred under a single nonqualified deferred compensation plan under Treasury Regulation section 1.409A-1(c)(2). The Committee shall document its decision to make a lump sum payment hereunder on or before the date of the payment.

SECTION 5

SECTION 409A PROVISIONS

5.1    Six-Month Delay Rule. Notwithstanding any provision of this Plan to the contrary, (a) no ”distributions” (within the meaning of Treasury Regulation section 1.409A-1(c)(3)(v)) of deferred compensation that is subject to Section 409A of the Code may be made pursuant to this Plan to a Specified Employee due to a Separation from Service before the date that is six months after the date of such Specified Employee’s Separation from Service; and (b) any distribution that, but for the preceding clause (a), would be made before the date that is six months after the date of the Specified Employee’s Separation from Service shall be paid on the first day of the seventh month following the date of his or her Separation from Service. For the avoidance of doubt, the preceding sentence shall apply to any amount (and only to any amount) to be paid pursuant to this Plan to which Code Section 409A(a)(2)(B)(i) (relating to Specified Employees) applies, and shall not apply to any amount or benefit to be paid or provided pursuant to this Plan if and to the extent that such amount or benefit is not subject to Section 409A of the Code for any reason, including, without limitation, Treasury Regulation section 1.409A-1(a)(5) (relating to welfare benefit plans), Treasury Regulation section 1.409A-1(b)(4) (relating to short-term deferrals), Treasury Regulation section 1.409A-1(b)(9) (relating to separation pay plans), or the “grandfather” rules incorporated in Treasury Regulation section 1.409A-6(a).

5.2Specified Employees. If at any time during the 12-month period ending on any “specified employee identification date”, which shall be December 31, a person who participates in or has any legally binding right, contingent or otherwise, under this Plan (a “Plan Participant”) is in Salary Grade 20 or above or meets the requirements of Code section 416(i)(1)(A)(ii) or (iii) (applied in accordance with the Treasury Regulations thereunder and disregarding Code section 416(i)(5)), then the Plan Participant shall be treated as a Specified Employee for purposes of Section 5.1 above for the entire 12-month period beginning on the “specified employee effective date”, which shall be the January 1 that immediately follows such specified employee identification date, unless the Board or the Committee at any time prescribes a different method of identifying service providers who will be subject to the six month delay required by Section 409A(a)(2)(B)(i) of the Code (the “Six Month Delay”) in accordance with Treasury Regulation section 1.409A-1(i) or the transition rules and official guidance under Code Section 409A (a “Different Identification Method”) or elects a different specified employee identification date or specified employee effective date or makes any other election that may be made in accordance with Treasury Regulation section 1.409A-1(i) or the transition rules and official guidance under Code Section 409A (a “Different Election”), in which case whether the Participant shall be treated as a Specified Employee shall be determined in accordance with any such Different Identification Method so prescribed and any such Different Election so made by the Board or Committee. By participating or continuing to participate in this Plan or accepting any legally binding right under this Plan, each Participant irrevocably (a)

consents to any such Different Identification Method that the Board or Committee may prescribe at any time and any such Different Election that the Board or Committee may make at any time for purposes of identifying the service providers who will be subject to the Six Month Delay with respect to payments under this Plan, and (b) agrees that the Participant’s consent to any such Different Identification Method or Different Election shall be as effective as if such Different Identification Method or Different Election were fully set forth herein, and (c) waives any right he or she may have to consent to the Different Identification Method or Different Election in question if for any reason the Participant’s consent to such Different Identification Method or Different Election is not legally effective.

5.3    Installments Rule. If any Participant or beneficiary has any right under this Plan to “a series of installment payments that is not a life annuity” (within the meaning of Treasury Regulation section 1.409A-2(b)(2)(iii)), then such right shall be treated as a right to a series of separate payments within the meaning of Treasury Regulation section 1.409A-2(b)(2)(iii).

5.4    General 409A Provisions. Any compensation that may be paid or provided pursuant to this Plan is intended to qualify for an exclusion from Section 409A of the Code or to comply with Section 409A of the Code, so that none of such compensation will be includible in any Plan Participant’s federal gross income pursuant to Section 409A(a)(1)(A) of the Code. This Plan shall be administered, interpreted and construed to carry out such intention, and any provision of this Plan that cannot be so administered, interpreted and construed shall to that extent be disregarded. However, the Company and any other person or entity with any responsibility for the Plan (including, but not limited to, the Board) do not represent, warrant or guarantee that any compensation that may be paid or provided pursuant to this Plan will not be includible in a Plan Participant’s federal gross income pursuant to Section 409A(a)(1)(A) of the Code, nor do the Company and other persons and entities with any responsibility for the Plan make any other representation, warranty or guaranty to any Plan Participant as to the tax consequences of this Plan or of participation in this Plan. If, notwithstanding the foregoing, amounts are includible in a Plan Participant’s federal gross income pursuant to Section 409A(a)(1)(A) of the Code, the payment of benefits will be accelerated to the extent determined by the Committee and permitted by Treasury Regulation section 1.409A-3(j)(vii).

SECTION 6

ADMINISTRATION AND GENERAL PROVISIONS

6.1    Administration. The Committee shall have full power and authority to interpret and construe the terms of this Plan, and to administer it, and the Committee's interpretations and construction thereof, and actions thereunder, including, but not limited to determining the amount or recipient of any benefits to be made therefrom, shall be binding and conclusive on all persons for all purposes. The Board, the Committee, the Benefits Committee, their individual members, and such persons’ agents and representatives of the Board shall not be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan unless attributable to willful misconduct or lack of good faith.

6.2    Expenses of Administration. All expenses incurred in connection with the execution of this Plan and in carrying out the provisions hereof shall be paid by the Company.

6.3    Information from Participant. Each Participant shall furnish to the Company such information as the Company may reasonably request for purposes of the proper administration of the provisions of this Plan.

6.4No Employment Rights. Nothing contained in the Plan shall be construed as a contract of employment between the Company and a Participant, or as a right of any Participant to be continued in the employment of the Company, or as a limitation of the right of the Company to discharge any of its Participants, with or without cause. Any benefit payable under this Plan shall not be deemed salary, earnings, or other compensation to the Participant for the purpose of computing benefits to which he may be entitled under any qualified retirement plan or other arrangement of the Company for the benefit of its employees.

6.5    Restrictions on Alienation and Assignment. Neither a Participant nor any other person having or claiming to have an interest under this Plan shall have the right to assign, transfer, hypothecate, encumber, commute or anticipate any interest in any payments hereunder, and such payments shall not in any way be subject to any legal process to levy upon or attach the sum for payment of any such claim against the Participant or other person.

6.6    Facility of Payment. If the Committee shall find, upon receipt of medical evidence or legal representations satisfactory to the Committee, that any Participant or other person to whom a benefit is payable is unable to care for such person's affairs because of illness or accident, any payment due hereunder (unless a prior and valid claim

therefor shall have been made by a duly appointed guardian, conservator or other legal representative) may be paid to such person’s spouse, child, parent or brother or sister, or to any person or persons determined by the Committee to have incurred expense for such Participant. Any payment shall be a complete discharge of all liability hereunder.

6.7    Failure to Claim Amounts Payable. In the event that any amount shall become payable hereunder to a person and, after written notice from the Company mailed to such person's last known address as shown in the Company's records and after diligent effort, the Company is unable to locate such person, the Company shall apply to a court of competent jurisdiction for direction as to the distribution of such amount.

6.8Amendment and Termination. The Board reserves the right to amend and/or terminate the Plan at any time for whatever reasons it may deem appropriate (or for no reason), except that no such amendment or termination shall adversely affect the benefits payable to any person who has begun to receive benefits hereunder and no such amendment or termination may accelerate or defer the payment of compensation except as permitted by Section 409A of the Code.

6.9    Gender and Number. All the words and terms used herein, regardless of the number and gender in which they shall be used, shall be deemed to include any other number, singular and plural, and any other gender, masculine and feminine, as the context may require.

6.10Law Applicable. This Plan shall be governed by the laws of the State of Connecticut to the extent not superseded by federal law.

6.11    Delegation of Authority. The Board, the Committee, and the Benefits Committee may delegate the responsibilities allocated to them under the terms of this Plan to others, including, but not limited to, a Board delegation to the Committee or the Benefits Committee, a Committee or Benefits Committee delegation to one or more members, and a delegation by the Board or one of the committees to Company employees. As long as the delegation is lawful, neither an employee nor any other person shall have the right to raise any questions relating to such delegation of authority and responsibility for interpreting, construing, and administering the Plan.

6.12    Releases. Any provision of this Plan to the contrary notwithstanding, each payment to a person hereunder shall be contingent on the person having executed and delivered to the Company, at such time and times in advance of the payment date as the Committee or its delegate may specify, any covenant agreement and release of claims that the Committee or its delegate may require, and on any such covenant and release of claims having become irrevocable by their terms in advance of the payment date. Without limiting the generality of the foregoing, the Committee or its delegate may require a covenant and release to be executed and delivered to the Company within a specified period of time following the Participant’s Separation from Service, and another release to be executed and delivered to the Company within a specified period of time following another event or date as the Committee or its delegate may specify. Amounts

not paid hereunder due to a failure to execute any covenant or release required by the Committee shall be treated as forfeited.

EX-10.9

Exhibit 10.9

PERFORMANCE UNIT AWARD AGREEMENT

THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

PERFORMANCE UNIT AWARD AGREEMENT executed in duplicate as of February 8, 2010 (the "Grant Date"), between Barnes Group Inc., a Delaware corporation (the "Company"), and ______________, an employee of the Company (the "Holder") (“this Agreement”).

In accordance with the provisions of the Barnes Group Inc. Stock and Incentive Award Plan as amended and in effect from time to time on and after the Grant Date (the "Plan"), the Compensation and Management Development Committee of the Company's Board of Directors (the "Committee") has authorized the execution of this Agreement. Capitalized terms used in this Agreement and not otherwise defined herein shall have the same meaning as provided for in the Plan.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto agree as follows:

1. Grant of Performance Unit Award. Subject to the terms and conditions of the Plan and this Agreement, the Company hereby awards to the Holder ______ performance unit awards that relate to the Company’s 2010, 2011 and 2012 fiscal years (the “Performance Unit Awards” or, collectively, the "Award"). The Award entitles the Holder to be paid cash equal to the Fair Market Value of a number of shares of Common Stock equal to the number of Performance Unit Awards that are deemed earned in the future pursuant to Section 2, Section 4(b) or Section 6 hereof, if any; provided, however, that, except as provided otherwise in Section 4(b), the Holder must be an employee of the Company on the future date as of which the Performance Unit Awards are deemed earned to be entitled to such payment. Notwithstanding the preceding sentence and any other provision of this Agreement to the contrary, at any time on or before December 31, 2011 and before the date, if any, on which a Change in Control occurs, the Company may cancel the Performance Unit Awards that pursuant to the first sentence of Section 2(a) relate to the Company’s 2012 fiscal year, without the consent of the Holder and without the payment of any consideration to the Holder, provided that the Company offers the Holder another compensation arrangement that provides an opportunity to earn compensation contingent on achievement of one or more performance goals in one or more fiscal years of the Company that include the Company’s 2012 fiscal year. Any such cancellation shall be effective whether or not the Holder accepts such offer. Subject to the foregoing, the Company shall have complete discretion to determine the terms and conditions of any such other compensation arrangement, including without limitation such terms and conditions as the amount of compensation that the Holder will have the opportunity to earn under such arrangement, the performance period(s), the performance criteria, the level(s) of performance which must be achieved in order to earn such compensation, and the time of payment of such compensation. Except in the event of a Change in Control

as provided in Section 4(b) and Section 6, no Performance Unit Awards will be deemed earned pursuant to this Agreement, nor will the Holder be entitled to receive any payment under this Agreement, unless the applicable Minimum Performance Goal set forth in Section 2 is attained or exceeded for one or more of the Performance Years in the Award Period (as such terms are defined in Section 2). In no event shall the Award entitle the Holder to be paid the Fair Market Value of more than ______ shares of Common Stock, unless the excess is attributable solely to an adjustment pursuant to Section 7. All amounts payable under this Agreement are payable in cash. No shares of Common Stock will be issued pursuant to this Agreement, nor does this Agreement confer upon the Holder any rights with respect to shares of Common Stock.

2. Performance Goal.

(a) One-third of the Performance Unit Awards relate to the Company’s 2010 fiscal year, one-third relate to the Company’s 2011 fiscal year, and one-third relate to the Company’s 2012 fiscal year (such three fiscal years being hereafter referred to, collectively, as the “Award Period”, and each, individually, as a “Performance Year”). Subject to the other provisions of this Section 2 (including but not limited to Section 2(c) below) and this Agreement, (i) none of the Performance Unit Awards that relate to a Performance Year will be earned unless the Company’s consolidated basic earnings per share as determined in accordance with Section 6(b) of the Plan (“EPS”) for that Performance Year equal or exceed $____, in the case of Performance Year 2010, or, in the case of each of Performance Years 2011 and 2012, an amount of EPS to be determined in writing by the Committee not later than 90 days after the commencement of the Performance Year in question (the “Minimum Performance Goal”); (ii) 125% of the Performance Unit Awards that relate to a Performance Year will be earned if the EPS for that Performance Year equal or exceed $____, in the case of Performance Year 2010, or, in the case of each of the other Performance Years, an amount of EPS to be determined in writing by the Committee not later than 90 days after the commencement of the Performance Year in question (the “Maximum Performance Goal”); and (iii) the number of Performance Unit Awards that will be earned for performance between the Minimum Performance Goal and the Maximum Performance Goal for a Performance Year will be calculated by multiplying the number of Performance Unit Awards that relate to such Performance Year as stated

______________________

¹ [Insert 125% of the number of Performance Unit Awards rounded, in the case of a fraction, to the nearest whole number]

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above in this Section 2(a) by the performance factor corresponding to the EPS attained in that Performance Year in the applicable table below.

Table for Performance Year 2010:

	Performance		Performance Factor x _______2 =
EPS	Factor		# Performance Unit Awards Earned3
$_____ or higher	125	%	_____
$_____ - $_____	100	%	_____
$_____ - $_____	75	%	_____
$_____ - $_____	50	%	_____
below $_____	-0-		-0-

Table for Performance Year 2011:

	Performance		Performance Factor x _______2 =
EPS	Factor		# Performance Unit Awards Earned3
$_____* or higher	125	%	_____
$_____* - $_____*	100	%	_____
$_____* - $_____*	75	%	_____
$_____* - $_____*	50	%	_____
below $_____*	-0-		-0-

[This space left blank intentionally]

______________________

² [Insert one-third of the total number of Performance Unit Awards rounded, in the case of a fractional PUA, to the nearest whole number or, if fewer, to the number of PUAs that remain.]

³ [Number of Performance Unit Awards Earned is rounded, in the case of a fraction, to the nearest whole number or, if fewer, 125% of the number of Performance Unit Awards that relate to the Performance Year in question].

^* These amounts of EPS are to be determined in writing by the Committee not later than 90 days after the commencement of the Performance Year in question.

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Table for Performance Year 2012:

	Performance		Performance Factor x _______2 =
EPS	Factor		# Performance Unit Awards Earned3
$_____* or higher	125	%	_____
$_____* - $_____*	100	%	_____
$_____* - $_____*	75	%	_____
$_____* - $_____*	50	%	_____
below $_____*	-0-		-0-

Not later than ninety (90) days after the commencement of each of the Performance Years 2011 and 2012, the Committee shall establish in writing (within the meaning of Treasury Regulation section 1.162-27(e)(2)(i)) the Minimum Performance Goal, the Maximum Performance Goal and the EPS goals corresponding to the 50%, 75% and 100% performance factors for the Performance Year in question. Not later than ninety (90) days after the commencement of any Performance Year, and notwithstanding the foregoing provisions of this Section 2(a), the Committee may in its discretion change any or all of the EPS goals for that Performance Year and/or performance factors for that Performance Year and/or the calculation of EPS for that Performance Year. Any such change shall be established in writing by the Committee (within the meaning of Treasury Regulation section 1.162-27(e)(2)(i)).

(b) In no event may the Committee, more than ninety (90) days after the commencement of any Performance Year, directly or indirectly, increase the number of Performance Unit Awards that will be earned in the event the Minimum Performance Goal, the Maximum Performance Goal or any particular level of EPS between the Minimum Performance Goal and the Maximum Performance Goal is attained in such Performance Year.

(c) Any provision of Section 2(a) or 2(b) to the contrary notwithstanding, Performance Unit Awards that may be earned for any Performance Year pursuant to this Section 2 shall not be deemed earned (i) until December 31 of such Performance Year, and (ii) unless the Holder is employed by the Company on December 31 of such Performance Year.

3. Payment for Earned Performance Unit Awards. A cash payment shall be made to the Holder (or, in the event of the death of the Holder, to the Beneficiary of the Holder) in settlement of each Performance Unit Award that is deemed earned pursuant to Section 2 above or Section 4(b) below. The payment shall be made on a date during the 43-day period beginning on the first day of February and ending on the 15^th day of March immediately following the December 31 on which such Performance Unit Award is deemed earned (which date during that 43-day period

4

shall be determined by the Company); provided, however, that if a Change in Control occurs after the December 31 on which such Performance Unit Award is deemed earned and before payment is made pursuant to the preceding provisions of this sentence, or if such Performance Unit Award is deemed earned at the time of a Change in Control pursuant to Section 4(b) below, such payment shall be made promptly on the date of such Change in Control. The amount of cash to be paid in settlement of each Performance Unit Award that is deemed earned pursuant to Section 2 above or Section 4(b) below is the Fair Market Value of one share of Common Stock on the date preceding the date on which the payment is made. In no event, except a Change in Control as a result of which Performance Unit Awards are deemed earned pursuant to Section 4(b) or Section 6 hereof, shall any payment be made in settlement of any Performance Unit Awards unless the Committee certifies in writing that the performance goals and any other material terms (within the meaning of Treasury Regulation section 1.162-27(e)(5)) were in fact satisfied with respect to such Performance Unit Awards. Such certification shall take place in time to permit timely payment to be made during the 43-day period mentioned above. However, if a Change in Control occurs after the December 31 on which Performance Unit Awards are deemed earned pursuant to Section 2 above or Section 4(b) below and before payment is made during that 43-day period in settlement of those Performance Unit Awards, such certification shall take place in time to permit payment to be made on the date of such Change in Control in accordance with the provisions above of this Section 3, and, if audited financial statements are not available when such certification takes place, such certification shall be based on unaudited financial statements if and to the extent that the Committee is satisfied that the unaudited numbers provide a sufficient basis for it to determine whether and to what extent the performance goals were in fact satisfied with respect to those Performance Unit Awards.

4. Termination.

(a) If the Holder’s employment terminates before December 31 of any Performance Year other than by reason of the Holder’s death or “Disability”, then the Award shall terminate with respect to all of the Performance Unit Awards that have not been deemed earned as of the date of such termination, and the Holder will not be entitled to any payment for such unearned Performance Unit Awards.

(b) If the Holder’s employment terminates during the Award Period by reason of the Holder’s death or “Disability”, then (i) on December 31 of the Performance Year in which such employment termination occurs the same number of Performance Unit Awards will be deemed earned for that Performance Year that would have been deemed earned pursuant to Section 2 if the Holder’s employment by the Company had continued through the end of that Performance Year; provided that if a Change in Control occurs after such employment termination and during that Performance Year, then at the time of such Change in Control the Holder shall be deemed to earn

5

the number of Performance Unit Awards that relate to that Performance Year pursuant to the first sentence of Section 2(a) above, whether or not the Minimum Performance Goal has been or is thereafter attained or exceeded for that Performance Year; and (ii) the Award shall terminate with respect to all Performance Unit Awards that have not otherwise been deemed earned as of the date of such employment termination, and the Holder will not be entitled to any payment for such unearned Performance Unit Awards. For purposes of this Agreement, “Disability” shall have the meaning set forth in the Company’s long-term disability plan as in effect from time to time (or, if that plan is not in effect at the time in question, as it was last in effect).

5. Additional Condition. If the Holder, at any time while the Award is outstanding: (i) directly or indirectly, whether as an owner, partner, shareholder, consultant, agent, employee, investor or in any other capacity, accepts employment by, renders services for or otherwise assists any other business which competes with the business conducted by the Company or any of its Subsidiaries in which the Holder has worked during the Holder's last two years with the Company or any of its Subsidiaries; (ii) directly or indirectly, hires or solicits or arranges for the hiring or solicitation of any employee of the Company or any of its Subsidiaries, or encourages any such employee to leave such employment; (iii) uses, discloses, misappropriates or transfers confidential or proprietary information concerning the Company or any of its Subsidiaries (except as required by the Holder's work responsibilities with the Company or any of its Subsidiaries); or (iv) is convicted of a crime against the Company or any of its Subsidiaries; or (v) engages in any activity in violation of the policies of the Company or any of its Subsidiaries, including without limitation the Company's Code of Business Ethics and Conduct, or, at any time, engages in conduct adverse to the best interests of the Company or any of its Subsidiaries; then should any of the foregoing events occur, the outstanding portion of the Award shall be canceled, unless the Committee, in its sole discretion, elects not to cancel it. The provisions of this Section 5 are in addition to any other agreements related to non-competition, non-solicitation and preservation of Company confidential and proprietary information entered into between the Holder and the Company, and nothing herein is intended to waive, modify, alter or amend the terms of any such other agreement.

6. Exception for Change in Control. Any provision of this Agreement (other than the third sentence of Section 1) to the contrary notwithstanding, if the Holder remains in the continuous employ of the Company from the Grant Date to the date, if any, on which a Change in Control occurs during the Award Period, all of the Performance Unit Awards that relate to the Performance Year in which the Change in Control occurs and any Performance Year thereafter shall thereupon immediately be deemed earned and non-forfeitable, and the Holder shall be paid cash in settlement of such earned Performance Unit Awards on the date on which such Change in Control occurs, whether or not the Minimum Performance Goal has been or is thereafter attained or exceeded for any Performance Year and whether or not the Holder is thereafter employed by the Company. The amount of cash to be paid

6

in settlement of each Performance Unit Award that is deemed earned pursuant to this Section 6 is the Fair Market Value of one share of Company Common Stock on the date preceding the date on which the payment is made.

7. Adjustments Upon the Occurrence of Certain Events.

(a) In the case of a stock dividend or a stock split with respect to the Common Stock, the number of Performance Unit Awards shall be increased by the number of additional shares the Holder would have received had he owned a number of shares of Common Stock equal to the number of Performance Unit Awards on the record date for payment of the stock dividend or the stock split.

(b) In the case of any reorganization or recapitalization of the Company (by reclassification of its outstanding Common Stock or otherwise), or its consolidation or merger with or into another corporation, or the sale, conveyance, lease or other transfer by the Company of all or substantially all of its property, pursuant to any of which events the then outstanding shares of the Company’s Common Stock are combined, or are changed into or become exchangeable for other shares of stock or property, the Holder shall be entitled to earn and receive pursuant to the Award, in lieu of cash payment for the shares for which he would otherwise be entitled to be paid pursuant to the Award (the “Affected Shares”), and without having to make any payment to the Company or otherwise, cash payment for the shares of stock or property which the Holder would have received upon such reorganization, recapitalization, consolidation, merger, sale or other transfer, if immediately prior thereto he had owned the Affected Shares and had exchanged the Affected Shares in accordance with the terms of such reorganization, recapitalization, consolidation, merger, sale or other transfer.

(c) In case of any distribution by the Company of rights or property to stockholders (including without limitation a spin-off), the issuance of stock options to persons other than employees or directors of the Company, the issuance by the Company of securities convertible into the Company’s Common Stock or into shares of any stock or security into which such Common Stock shall have been changed or for which it shall have been exchanged, or any other change in the capital structure of the Company (other than as specified above in this Section 7) which, in the judgment of the Committee, would effect a dilution or diminution of the Holder’s rights hereunder, the Committee shall make equitable adjustments in the number or kind of shares in respect of which payment may be made pursuant to this Award, and such adjustments shall be effective and binding for all purposes of this Award.

(d) Any provision of this Section 7 to the contrary notwithstanding, only adjustments that qualify for the treatment described in Treasury Regulation

7

section 1.162-27(e)(2)(iii)(C) and that would not prevent the amounts payable hereunder from being “objectively determinable” within the meaning of Treasury Regulation section 1.409A-3(i)(1) may be made pursuant to this Section 7.

8. [LEFT BLANK INTENTIONALLY]

9. No Assignment or Transferability. This Award shall not be (i) assignable or subject to any encumbrance, pledge or charge of any nature, whether by operation of law or otherwise, (ii) subject to execution, attachment or similar process, or (iii) transferable by the Holder except by will or by the laws of descent and distribution or to a Beneficiary as defined in Section 2(d) of the Plan.

10. Withholding of Taxes. The Company may withhold from any payment to be made pursuant to this Agreement such amounts as it may determine it is required to withhold pursuant to any foreign, Federal, state or local law or regulation.

11. No Implied Promises. By accepting the Award and executing this Agreement, the Holder recognizes and agrees that the Company and its Subsidiaries, and each of their officers, directors, agents and employees, including but not limited to the Board of Directors of the Company and the Committee, in their oversight or conduct of the business and affairs of the Company and its Subsidiaries, may in good faith cause the Company and/or a Subsidiary to act or omit to act in a manner that will, directly or indirectly, prevent all or part of the Performance Unit Awards from being earned. No provision of this Agreement shall be interpreted or construed to impose any liability upon the Company, any Subsidiary, or any officer, director, agent or employee of the Company or any Subsidiary, or the Board or the Committee, for any failure to earn Performance Unit Awards that may result, directly or indirectly, from any such action or omission, or shall be interpreted or construed to impose any obligation on the part of any such entity or person to refrain from any such action or omission.

12. Notices. Any notice hereunder by the Holder shall be given to the Senior Vice President, General Counsel and Secretary in writing and such notice by the Holder hereunder shall be deemed duly given or made only upon receipt by the Senior Vice President, General Counsel and Secretary at Barnes Group Inc., 123 Main Street, Bristol, Connecticut 06010-6376, or at such other address as the Company may designate by notice to the Holder. Any notice to the Holder shall be in writing and shall be deemed duly given if delivered to the Holder in person or mailed or otherwise delivered to the Holder at such address as the Holder may have on file with the Company from time to time.

13. Interpretation and Disputes. The Committee shall interpret and construe this Agreement and determine whether the Holder has satisfied the performance goals set forth in Section 2. Any such interpretation, construction or determination shall be final, binding and conclusive on the Company and the Holder. In the event there

8

is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan shall govern.

Any claim, demand or controversy arising from such interpretation, construction or determination by the Committee shall be submitted first to a mediator in accordance with the rules of the American Arbitration Association ("AAA") by submitting a mediation request to the Administrator within thirty (30) days of the date of the Committee's interpretation or construction. The mediation process shall conclude upon the earlier of: (i) the resolution of the dispute; (ii) a determination by either the mediator or one or more of the parties that all settlement possibilities have been exhausted and there is no possibility of resolution; or (iii) thirty (30) days have passed since the filing of a request to mediate with the AAA. A party who has previously submitted a dispute to mediation, and which dispute has not been resolved, may submit such dispute to binding arbitration pursuant to the rules of the AAA. Any arbitration proceeding for such dispute must be initiated within fourteen (14) days from the date that the mediation process has concluded. The prevailing party shall recover its costs and reasonable attorney's fees incurred in such arbitration proceeding. The Holder and the Company specifically understand and agree that the failure of a party to timely initiate a proceeding hereunder shall bar the party from any relief or other proceeding and any such dispute shall be deemed to have been finally and completely resolved. All mediation and arbitration proceedings shall be conducted in Bristol, Connecticut or such other location as the Company may determine and the Holder agrees that no objection shall be made to such jurisdiction or venue, as a forum non conveniens or otherwise. The arbitrator's authority shall be limited to resolution of the legal disputes between the parties and the arbitrator shall not have authority to modify or amend this Agreement or the Committee's interpretation or construction thereof, or abridge or enlarge rights available under applicable law. Any court with jurisdiction over the parties may enforce any award made hereunder.

14.    General.

(a) Nothing in this Agreement shall confer upon the Holder any right to continue in the employ or other service of the Company or any Subsidiary, or shall limit in any manner the right of the Company, its stockholders or any Subsidiary to terminate the employment or other service of the Holder or adjust the compensation of the Holder.

(b) No shares of Common Stock will be issued pursuant to this Agreement. Any payment to be made pursuant to this Agreement will be made in cash. The Holder shall have no rights as a shareholder with respect to any shares for which cash payment may be made pursuant to this Agreement.

(c) This Agreement shall be binding upon the successors and assigns of the Company and upon the Beneficiary, estate, legal representatives, legatees and heirs of the Holder.

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(d) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.

(e) Nothing in this Agreement is intended to be a substitute for, or shall preclude or limit the establishment or continuation of, any plan, practice or arrangement for the payment of compensation or fringe benefits to the Holder or any other employee of the Company or any of its subsidiaries which the Company or any of its subsidiaries now has or may hereafter put into effect, including without limitation any retirement, pension, savings or thrift, insurance, death benefit, stock purchase, incentive compensation or bonus plan.

(f) Any Performance Unit Awards that may be earned pursuant to Section 2 of this Agreement are intended to qualify as “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended (the “Code”). Any provision of this Agreement that would prevent any such Performance Unit Awards from so qualifying shall be administered, interpreted and construed to carry out such intention, and any provision that cannot be so administered, interpreted and construed shall to that extent be disregarded.

(g) Any amounts that may be paid pursuant to this Agreement are intended to qualify as short-term deferrals under Treasury Regulation section 1.409A-1(b)(4), or to meet the requirements of Section 409A(a)(2), (3) and (4) of the Code, so that none of the amounts that may be paid pursuant to this Agreement will be includible in the Holder’s federal gross income pursuant to Section 409A(a)(1)(A) of the Code. The Award and this Agreement shall be administered, interpreted and construed to carry out such intention, and any provision of this Agreement that cannot be so administered, interpreted and construed shall to that extent be disregarded. However, the Company does not represent, warrant or guarantee that any amount that may be paid pursuant to this Agreement will not be includible in the Holder’s federal gross income pursuant to Section 409A(a)(1)(A) of the Code, nor does the Company make any other representation, warranty or guaranty to the Holder as to the tax consequences of the Award or this Agreement.

(h) This Agreement is intended to document a “Performance Share Award” as defined in Section 2(x) of the Plan, which is granted pursuant to and subject to Section 5.II. and the other applicable terms and conditions of the Plan, a copy of which has been or is herewith being supplied to the Holder and the terms and conditions of which are hereby incorporated by reference. Anything herein to the contrary notwithstanding, each and every provision of this Agreement shall be subject to the terms and conditions of the Plan.

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(i) Except as otherwise provided in Section 15 below, this Agreement may only be amended in a writing signed by the Holder and an officer of the Company (other than the Holder) duly authorized to do so. This Agreement contains the entire agreement of the parties relating to the subject matter of this Agreement and supersedes and replaces all prior agreements and understandings with respect to such subject matter, and the parties have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein.

15. Consent to Certain Amendments and Provisions.

(a) By executing this Agreement, the Holder hereby irrevocably (i) authorizes the Committee or the Board of Directors of the Company (the “Board”) or their duly authorized delegate(s) to amend this Agreement and any “Prior Non-Grandfathered Compensation Arrangement” as defined in Section 15(b) below, at any time and in any respect that the Committee or the Board or their duly authorized delegate(s) determines to be in the interest of the Holder and necessary, advisable or expedient to plan for, respond to, comply with or reflect Section 409A of the Code, and (ii) consents in advance to any and all such amendments of this Agreement and any Prior Non-Grandfathered Compensation Arrangement, and (iii) consents in advance to any amendment of the Plan that the Board or its duly authorized delegate(s) hereafter determines to be in the interest of the Holder and adopts to plan for, respond to, comply with or reflect Section 409A of the Code, and (iv) agrees that the Holder’s consent to any such amendments of this Agreement, any Prior Non-Grandfathered Compensation Arrangement and the Plan shall be as effective as if such amendments were fully set forth herein, and (v) waives any right s/he may have to consent to the amendment in question if for any reason the Holder’s consent to any of the aforementioned amendments is not legally effective, and (vi) recognizes and agrees that the Company does not represent, warrant or guarantee that any amendment of this Agreement or any Prior Non-Grandfathered Compensation Arrangement or the Plan that is made pursuant to this Section 15(a), or any Different Identification Method that the Board or Committee may prescribe or Different Election that the Board or Committee may make in accordance with Section 15(c) below, will have its intended tax effect or will enable compensation to be exempt from or comply with Section 409A of the Code, and that the Company does not make any other representation, warranty or guaranty to the Holder as to the tax consequences of any such amendment, Different Identification Method or Different Election. For the avoidance of doubt, nothing in this Section 15(a) is intended to authorize or constitute the Holder’s consent to any amendment that would constitute a modification or extension of a stock option within the meaning of Treasury Regulation section 1.409A-1(b)(5)(v), or that would accelerate or defer compensation other than as permitted by Section 409A of the Code or an exclusion therefrom (such as the exclusion for short-term deferrals), and nothing in

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this Section 15(a) shall limit the Board’s authority to amend the Plan pursuant to Section 14 thereof.

(b) For purposes of Section 15(a) above, a “Prior Non-Grandfathered Compensation Arrangement” means any compensation arrangement between the Company and the Holder that was entered into before the Grant Date (whether or not paid in full before the Grant Date) except to the extent that the compensation payable (or paid) under such arrangement is “grandfathered” from Section 409A of the Code (i.e., is compensation to which Section 409A of the Code does not apply, according to Treasury Regulation section 1.409A-6 or any other applicable Treasury Department guidance). In no event shall an arrangement that is grandfathered from Section 409A in the absence of this Section 15 be deemed to be a Prior Non-Grandfathered Compensation Arrangement within the meaning of Section 15(a). The Holder recognizes and agrees that Prior Non-Grandfathered Compensation Arrangements may include, but may not be limited to, (i) any stock option, restricted stock unit, performance share, performance unit or contingent dividend equivalent award that the Company granted to the Holder after December 31, 2004 under the Plan or otherwise, (ii) any restricted stock unit, performance-accelerated restricted stock unit, performance share, performance unit or contingent dividend equivalent award that the Company granted to the Holder before December 31, 2004 (whether under the Plan or otherwise) that was outstanding and unvested on that date, and (iii) any non-qualified deferred compensation plan, such as the Company’s Retirement Benefit Equalization Plan, Supplemental Executive Retirement Plan and Supplemental Senior Officer Retirement Plan, if and to the extent that the Holder accrued benefits or vested in benefits under such plan after that date.

(c) The Holder agrees that, if at any time during the 12-month period ending on any “specified employee identification date”, which shall be December 31, the Holder is in Salary Grade 20 or above or meets the requirements of Code section 416(i)(1)(A)(ii) or (iii) (applied in accordance with the Treasury Regulations thereunder and disregarding Code section 416(i)(5)), the Holder shall be treated as a “specified employee” (within the meaning of Treasury Regulation section 1.409A-1(i)) (“Specified Employee”) for purposes of this Agreement and any Prior Non-Grandfathered Compensation Arrangement and any compensation arrangement that may hereafter be adopted by the Company in which the Holder may participate (“Future Compensation Arrangement”) for the entire 12-month period beginning on the “specified employee effective date”, which shall be the January 1 that immediately follows such specified employee identification date, unless the Board or Committee hereafter prescribes a different method of identifying service providers who will be subject to the six month delay required by Section 409A(a)(2)(B)(i) of the Code (the “Six Month Delay”)(a “Different Identification Method”) or elects a different specified

12

employee identification date or specified employee effective date or makes any other election that may be made in accordance with Treasury Regulation section 1.409A-1(i) and the official guidance under Code Section 409A (a “Different Election”), in which case whether the Holder shall be treated as a Specified Employee shall be determined in accordance with any such Different Identification Method so prescribed and any such Different Election so made by the Board or Committee. The Holder hereby irrevocably (i) consents to any such Different Identification Method that the Committee or Board may hereafter prescribe and any such Different Election that the Committee or Board may hereafter make in accordance with that Treasury Regulation or otherwise in accordance with Code Section 409A and the official guidance thereunder, for purposes of identifying the service providers who will be subject to the Six Month Delay with respect to payments under this Agreement, any Prior Non-Grandfathered Compensation Arrangement and any Future Compensation Arrangement, and (ii) agrees that the Holder’s consent to any such Different Identification Method or Different Election shall be as effective as if such Different Identification Method or Different Election were fully set forth herein, and (iii) waives any right s/he may have to consent to the Different Identification Method or Different Election in question if for any reason the Holder’s consent to such Different Identification Method or Different Election is not legally effective.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

BARNES GROUP INC.	HOLDER
BY:
Senior Vice President - Human Resources	[HOLDER]

Approved by the Compensation and Management

Development Committee of the Board of Directors: 2/08/2010

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EX-10.11

Exhibit 10.11(ii)

BARNES GROUP INC. EXECUTIVE SEPARATION PAY PLAN

As Amended and Restated Effective January 1, 2012

Preamble

The Barnes Group Inc. Executive Separation Pay Plan (the “Plan”) was amended in December 2007 and was further amended and restated effective December 31, 2008 to respond to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations and official guidance thereunder. Any provision of the Plan as so amended and restated to the contrary notwithstanding, if any provision of the Plan as so amended and restated would change the time or form of payment of any amount that is payable under the Plan as in effect before December 31, 2008, such provision shall “apply only to amounts that would not otherwise be payable in 2008” within the meaning of paragraph .02 of §3 of IRS Notice 2006-79 as modified by Section 3.01(B)(1) of IRS Notice 2007-86, and shall be administered, interpreted and construed accordingly.

1.    Purpose. The purpose of the Plan is to provide appropriate benefits to eligible executives of Barnes Group Inc. (the “Company”) whose employment is terminated by the Company.

2.    Covered Employees. Full-time salaried employees of the Company who are employed in the United States in salary grades 24 and above, and full-time salaried employees of the Company who are employed in the United States in salary grades 18 through 23 who have at least six months of service, are covered by the Plan. A person is considered to be a full-time employee if the person is regularly scheduled to work at least 30 hours per week.

3.    Payment of Benefits. An employee covered under the Plan is entitled to receive benefits under the Plan if s/he has an “involuntary Separation from Service” within the

meaning of Treasury Regulation section 1.409A-1(n)(1) and such involuntary Separation from Service is without Cause; provided, however, that no benefits will be paid under the Plan if:

(a) the termination action is determined by the Company to be based on misconduct of any type including, but not limited to, violation of any Company rules or policies, or activity which results in the conviction of a felony; or

(b) the termination is the result of the sale of the stock or substantially all of the assets of a business unit of the Company and the employee is offered employment by the purchaser, within 30 days after the closing of the sale, in a position that is at least comparable to, and for compensation and benefits that are, in the aggregate, at least substantially equivalent to, the employee’s position, compensation and benefits with the Company prior to the sale; or

(c) the employee is a party on December 31, 2008 to a severance agreement with the Company relating to Separation from Service after a “Change in Control” of the Company as defined in the agreement (a “Severance Agreement”), or is an executive officer of the Company hired after that date, and the Separation from Service is both (i) a Separation from Service within two years following a “Change in Control”, and (ii) either an involuntary Separation from Service (within the meaning of Treasury Regulation section 1.409A-1(n)(1)) by the Company other than for “Cause” or “Disability”, or a Separation from Service by the employee for “Good Reason”, as such terms in quotation marks are defined in the form of Severance Agreement as amended December 31, 2008.

For the avoidance of doubt, the exclusion set forth in this clause (c) shall apply even if the Change in Control referred to in subclause (i) hereof does not occur during the term of the Severance

2

Agreement, and even if no severance benefits are payable pursuant to the Severance Agreement in respect of the Separation from Service and, in the case of an executive officer hired after December 31, 2008, even if the employee is not party to a Severance Agreement.

For purposes of this Plan, (A) a “Separation from Service” means a “separation from service with the employer” within the meaning of Treasury Regulation section 1.409A-1(h), where the “employer” means the Company and all corporations and trades or businesses with which the Company would be considered a single employer under Section 414(b) or Section 414(c) of the Code (as determined in accordance with the first sentence of Treasury Regulation section 1.409A-1(b)(3)); and (B) “Cause” means misconduct or activity described in (a) above, serious dereliction of duty, or grossly negligent or reckless conduct in connection with one’s employment. An employee who is entitled to receive benefits under the Plan in accordance with Section 2 and the foregoing provisions of this Section 3 is hereinafter sometimes referred to as a “terminated employee”.

4.    Severance Pay.

4.1 A terminated employee who is entitled to receive benefits under this Plan is eligible to receive severance pay based on the following schedule:

(a) Grades 18-20: four months of base salary plus an additional two weeks of base salary for each year of service over five years up to a maximum total payment of six months of base salary.

(b) Grades 21-23: seven months of base salary.

(c) Grades 24 and above, except for the President and Chief Executive Officer: twelve months of base salary.

The minimum severance pay benefit payable under this Plan shall be one month’s base salary or the amount of accrued vacation, whichever is greater, and shall be

3

paid within thirty days after the terminated employee’s Separation from Service. For purposes of the Plan, “base salary” means the employee’s base salary in effect immediately prior to the employee’s Separation from Service, and any severance payment shall be calculated on the basis of the employee’s salary grade immediately prior to the employee’s Separation from Service.

4.2 Subject to the other provisions of this Section 4 and Section 8.5 below, payment shall be made on the terminated employee’s regularly scheduled payroll payment dates as if no Separation from Service had occurred and he/she had continued as an employee, commencing with the next regularly scheduled payroll payment date after the date on which the terminated employee’s Separation from Service occurs, and continuing on each regularly scheduled payroll payment date thereafter until full payment has been made in accordance with Section 4.1 above, and will be subject to normal deductions for items such as income taxes, Social Security, and Medicare. For the avoidance of doubt, (a) ~regularly scheduled payroll payment dates” means the payroll payment dates per the payroll schedule applicable to the terminated employee immediately prior to the employee’s Separation from Service, and (b) subject to the other provisions of this Section 4 and Section 8.5 below, the amount payable on each such regularly scheduled payment date is the amount of base salary that would have been paid to the terminated employee on that date if no Separation from Service had occurred and the terminated employee had been an employee of the Company on that date, but in no event shall the aggregate payments exceed the severance pay benefit determined in accordance with Section 4.1 above, nor shall payments be made more than twelve calendar months after the calendar month in

4

which an employee’s Separation from Service occurs.

4.3 In no event will more than the minimum severance pay benefit (including but not limited to benefits payable pursuant to Section 6 below) be paid or provided unless the terminated employee executes after Separation from Service a release of any claims against the Company in a form approved by the Company’s General Counsel, the executed release is delivered to the Company within 50 days after the Separation from Service or within such lesser period after the Separation from Service as the Company’s General Counsel may require, and the release becomes irrevocable within 60 days after the Separation from Service or within such lesser period after the Separation from Service as the Company’s General Counsel may require. Any severance pay benefits in excess of the minimum severance pay benefit (including but not limited to benefits payable pursuant to Section 6 below) that, in the absence of this Section 4.3, would be paid or provided pursuant to Section 4.2 above or Section 6 below before the release becomes irrevocable shall be paid or provided after the release becomes irrevocable and within 74 days after the Separation from Service.

4.4 The Company may at any time provide in advance of any date after the employee’s Separation from Service occurs that any severance pay benefit payable to the terminated employee pursuant to Section 4.2 above or Section 6 below on or after that date will be forfeited unless on or before that date, (a) the terminated employee executes a second release of claims’ against the Company and delivers such second release to the Company, and (b) such second release of claims becomes irrevocable.

4.5 Severance pay for a terminated employee who was in any of salary grades 18 through

5

26 shall cease on the date that such terminated employee begins other employment, including but not limited to work for another party. The terminated employee shall promptly notify the Company in writing when he/she commences such employment.

4.6 Severance pay for a terminated employee who was in any of salary grades 27 and above shall not cease on the date that such terminated employee begins other employment, including but not limited to work for another party, but shall continue throughout the entire severance period.

5.    Accrued Vacation. A terminated employee who executes a release of claims in a form approved by the Company’s General Counsel shall be paid for any unused vacation or paid time off that he/she has accrued in accordance with Company policy prior to the Separation from Service. Payment for such accrued unused vacation or paid time off shall be made in a lump sum, net of normal deductions for items such as income taxes, Social Security and Medicare, within thirty days after the employee’s Separation from Service.

6.    Other Benefits.

6.1 A person may continue participation in the Company's medical and dental plans, in accordance with the terms of the applicable plans, for the period during which he/she receives severance payments. In addition, a person may continue participation in the health care reimbursement account portion of his/her flexible benefits plan, in accordance with the terms of such plan, using pre-tax dollars from such severance payments, for the period during which he/she receives severance payments, but not later than the end of the calendar year in which Separation from Service occurs. If severance payments cease prior to the end of any month, coverage will continue until the end of the last month during which the person receives any severance

6

payments. Subject to Section 4.3 and Section 4.4 above and to Section 8.5 below, if immediately prior to the Separation from Service the terminated employee was a participant in the Company’s Enhanced Life Insurance Program (“ELIP”) or Senior Executive Enhanced Life Insurance Program (“SEELIP”) who had not yet attained age fifty-five (55) and at least ten (10) years of service with the Company and/or an “Affiliate” (as defined in the ELIP and SEELIP), then until the end of the calendar quarter in which the last severance payment is made to the terminated employee pursuant to Section 4 hereof, such terminated employee shall receive the same benefits, if any, under the ELIP or SEELIP as in effect immediately prior to Separation from Service (whichever program, if any, applied to the terminated employee immediately prior to such employee’s Separation from Service), at the same times, that the terminated employee would have received if the ELIP and SEELIP as in effect immediately prior to Separation from Service had remained in effect and no Separation from Service had occurred and the terminated employee had continued to be actively employed and to receive his or her base salary until the last day of the calendar quarter in which the last severance payment is made to such terminated employee pursuant to Section 4 above; provided that, notwithstanding anything herein to the contrary, the Company may reduce the benefits payable pursuant to this sentence at any time, and, provided further, that in no event shall any benefits be paid or provided pursuant to this sentence after the calendar quarter in which the last severance payment is made to the terminated employee pursuant to Section 4 hereof. If prior to the Separation from Service the terminated employee was a participant in the ELIP or SEELIP who had attained age fifty-five (55) and at least

7

ten (10) years of service with the Company and/or an “Affiliate” (as defined in the ELIP and SEELIP), then after the Separation from Service the terminated employee’s entitlement to any benefits under the ELIP or SEELIP shall be determined in accordance with the ELIP or SEELIP (whichever program, if any, applied to the terminated employee immediately prior to such employee’s Separation from Service). Notwithstanding anything to the contrary herein, the Company reserves the right to discontinue or change the terms (including but not limited to the carrier) of any employee benefit plan, including without limitation the ELIP and the SEELIP. After severance payments cease, medical and dental coverage and the health care reimbursement account may be continued under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), as required by law and as provided in such plans. No person will be eligible for benefits under the short term disability and/or long term disability plans if they become disabled while receiving severance payments. Except as provided above, all other coverages cease upon Separation from Service in accordance with the applicable plan documents, subject to any conversion or portability rights under such plans. Within the meaning of Treasury Regulation section 1.409A-3(i)(l)(iv), the amount of any expenses eligible for reimbursement, or in-kind benefits provided, pursuant to this Section 6.1 or otherwise during a terminated employee’s taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, pursuant to this Section 6.1 or otherwise in any other taxable year.

6.2 Except to facilitate benefit continuation as provided in Section 6.1 hereof, a person’s status as an employee shall cease upon the termination of employment date and not

8

continue during the period in which severance payments are made absent an agreement with the Company to the contrary. Without limiting the foregoing, employment shall be terminated for purposes of the Retirement Savings Plan, any applicable pension or profit-sharing plan, stock option plans, and for all other purposes upon the termination of employment date.

6.3 The right of a terminated employee to any series of installment payments, including without limitation severance payments and taxable benefits, that are to be paid or provided under this Plan, which right is eligible to be treated as a right to a series of separate payments under Treasury Regulation section 1.409A-2(b)(2)(iii), including in particular but not limited to the right of a terminated employee to the series of severance payments under Section 4 and benefits (including without limitation ELIP and SEELIP benefits) under Section 6.1, shall be treated as a right to a series of separate payments for purposes of Section 409A of the Code, including without limitation for purposes of the short-term deferral rule set forth in Treasury Regulation section 1.409A- 1 (b)(4).

7.    Administration.

7.1 Benefits Committee. The Plan is administered by the Benefits Committee appointed by the Company’s Board of Directors (the “Committee”). The Committee may promulgate rules or regulations for the administration of the Plan. The Committee shall, in its sole discretion, interpret and construe the Plan’s terms and conditions, and determine an individual’s eligibility for benefits. Any interpretations, constructions or determinations made by the Committee in good faith shall be final and binding on all concerned.

9

7.2 Claims Procedure. If any person believes that he/she is not receiving any benefits to which he/she is entitled under the Plan, the person, after reviewing the matter with the human resource representative serving the person’s place of work, may file a written claim with the Director, Leadership and Development. Barnes Group Inc., 123 Main Street, Bristol, Connecticut 06010, or such other person designated by the Benefits Committee, who shall respond to such claim in writing within 45 days after its receipt. If any claim is denied, the claimant may appeal such denial in writing to the Benefits Committee, c/o Barnes Group Inc., 123 Main Street, Bristol, Connecticut 06010. Any such appeal must be filed within 60 days after the denial of the claim. The Benefits Committee shall notify the claimant of its decision in writing within 60 days after receiving the appeal.

8.    Other Provisions.

8.1 This Plan may be amended or terminated at any time and in any respect by the vote of a majority of the members of the Benefits Committee or by the unanimous written consent of the members of the Benefits Committee, except that, with respect to Company Officers, only the Compensation and Management Development Committee of the Company’s Board of Directors shall have the power to terminate the Plan or make amendments affecting the level of benefits under the Plan. As used herein, “Officers” shall have the same meaning as in the Company’s bylaws, excluding individuals with the “Assistant” title.

8.2 The benefits to be provided under this Plan shall not be funded and shall be paid out of the general assets of the Company.

8.3 For purposes of determining:

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(a) an employee’s eligibility under Section 2 of the Plan;

(b) the schedule of severance pay payments under Section 4 of the Plan; and

(c) the period of continuation of other benefits described in Section 6 of the Plan, only service since the employee’s last date of hire with the Company shall be counted.

8.4 The Plan shall be construed, administered and enforced under the laws of the State of Connecticut except to the extent such laws are preempted by federal law.

8.5 Any provision of this Plan to the contrary notwithstanding, (a) no “distributions” (within the meaning of Treasury Regulation section 1.409A- 1(c)(3)(v)) of deferred compensation that is subject to Section 409A of the Code may be made pursuant to this Plan to a “specified employee” (within the meaning of Treasury Regulation section 1.409A-1(i))(“Specified Employee”) due to a Separation from Service before the date that is six months after the date of such Specified Employee’s Separation from Service (or, if earlier than the end of the six month period, the date of his or her death); and (b) any distribution that, but for the preceding clause (a), would be made before the date that is six months after the date of the Specified Employee’s Separation from Service shall be paid on the first day of the seventh month following the date of his or her Separation from Service (or, if earlier, within 14 days after the date of his or her death). For the avoidance of doubt, the preceding sentence shall apply to any amount or benefit (and only to any amount or benefit) to be paid or provided pursuant to this Plan to which Code Section 409A(a)(2)(B)(i) (relating to Specified Employees) applies, and shall not apply to any amount or benefit to be paid or provided pursuant to this Plan if and to the extent that such

11

amount or benefit is not subject to Section 409A of the Code as a result of Treasury Regulation section 1.409A-1(a)(4) (relating to welfare benefits), Treasury Regulation Section 1.409A-1(b)(4) (relating to short-term deferrals), Treasury Regulation Section 1.409A-1(b)(9) (relating to separation pay plans), or otherwise.

8.6 If at any time during the 12-month period ending on any “specified employee identification date”, which shall be December 31, a person who participates in or has any legally binding right, contingent or otherwise, under this Plan (a “Plan Participant”), is in Salary Grade 20 or above or meets the requirements of Code section 416(i)(1)(A)(ii) or (iii) (applied in accordance with the Treasury Regulations thereunder and disregarding Code Section 41 6(i)(5)), then the Plan Participant shall be treated as a Specified Employee for purposes of Section 8.5 above for the entire 12-month period beginning on the “specified employee effective date”, which shall be the January 1 that immediately follows such specified employee identification date, unless the Board of Directors of the Company (the “Board of Directors”) or its Compensation and Management Development Committee (the “CMDC”) at any time prescribes a different method of identifying service providers who will be subject to the six month delay required by Section 409A(a)(2)(B)(i) of the Code (the “Six Month Delay”) in accordance with Treasury Regulation section 1.409A-1(i) or the transition rules and official guidance under Code Section 409A (a “Different Identification Method”) or elects a different specified employee identification date or specified employee effective date or makes any other election that may be made in accordance with Treasury Regulation section 1.409A-1(i) or the transition rules and official guidance under Code Section 409A (a “Different Election”), in which

12

case whether the Plan Participant shall be treated as a Specified Employee shall be determined in accordance with any such Different Identification Method so prescribed and any such Different Election so made by the Board of Directors or the CMDC, By participating or continuing to participate in this Plan or accepting any legally binding right or benefit under this Plan, each Plan Participant irrevocably (a) consents to any such Different Identification Method that the Board of Directors or CMDC may prescribe at any time and any such Different Election that the Board of Directors or CMDC may make at any time for purposes of identifying the service providers who will be subject to the Six Month Delay with respect to payments under this Plan, and (b) agrees that the Plan Participant’s consent to any such Different Identification Method or Different Election shall be as effective as if such Different Identification Method or Different Election were fully set forth herein, and (c) waives any right he or she may have to consent to the Different Identification Method or Different Election in question if for any reason the Plan Participant’s consent to such Different Identification Method or Different Election is not legally effective.

8.7 Any payments that may be made and benefits that may be provided pursuant to this Plan are intended to qualify for an exclusion from Section 409A of the Code (including without limitation the exclusion for certain welfare benefits under Treasury Regulation section 1.409A-1(a)(5), the exclusion for short-term deferrals under Treasury Regulation section 1.409A-1(b)(4), and the exclusions for separation pay plans under Treasury Regulation section 1.409A-1(b)(9)) and/or are intended to meet the requirements of Section 409A(a)(2), (3) and (4) of the Code, so that none of the payments that may be made and benefits that may be provided pursuant to

13

this Plan will be includible in any Plan Participant’s federal gross income pursuant to Section 409A(a)(1)(A) of the Code. This Plan and any agreement or instrument issued under this Plan shall be administered, interpreted and construed to carry out such intentions and any provision of this Plan or any such agreement or instrument that cannot be so administered, interpreted and construed shall to that extent be disregarded. However, the Company does not represent, warrant or guarantee that any payments that may be made and benefits that may be provided pursuant to this Plan will not be ineludible in any Plan Participant’s federal gross income pursuant to Section 409A(a)(l)(A) of the Code; nor does the Company make any other representation, warranty or guaranty to any Plan Participant as to the tax consequences of this Plan or of participation in this Plan.

Effective:    May 1, 1992

Revised:    April 5, 2000

June 29, 2006

August 29, 2006

December 30, 2007

December 31, 2007

December 31, 2008

September 17, 2010

December 15, 2011

BARNES GROUP INC.

By:    _________________________

Its:    _________________________

Date:    _________________________

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EX-10.12

Exhibit 10.12(iv)

BARNES GROUP
2009
DEFERRED COMPENSATION PLAN

IMPORTANT NOTE

This document has not been approved by the Department of Labor, Internal Revenue Service or any other governmental entity. An adopting Employer must determine whether the Plan is subject to the Federal securities laws and the securities laws of the various states. An adopting Employer may not rely on this document to ensure any particular tax consequences or to ensure that the Plan is “unfunded and maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees” under Title I of the Employee Retirement Income Security Act of 1974, as amended, with respect to the Employer’s particular situation. Fidelity Employer Services Company, its affiliates and employees cannot provide you with legal advice in connection with the execution of this document. This document should be reviewed by the Employer’s attorney prior to execution.

TABLE OF CONTENTS

PREAMBLE

ARTICLE 1 - GENERAL

1.1    Plan

1.2    Effective Dates

1.3    Amounts Not Subject to Code Section 409A

ARTICLE 2 - DEFINITIONS

2.1    Account

2.2    Administrator

2.3    Adoption Agreement

2.4    Beneficiary

2.5    Board or Board of Directors

2.6    Bonus

2.7    Change in Control

2.8    Code

2.9    Compensation

2.10    Director

2.11    Disability

2.12    Eligible Employee

2.13    Employer

2.14    ERISA

2.15    Identification Date

2.16    Key Employee

2.17    Participant

2.18    Plan

2.19    Plan Sponsor

2.20    Plan Year

2.21    Related Employer 2.22 Retirement

2.23    Separation from Service 2.24 Unforeseeable Emergency

2.25    Valuation Date 2.26 Years of Service

ARTICLE 3 - PARTICIPATION

3.1    Participation

3.2    Termination of Participation

ARTICLE 4 - PARTICIPANT ELECTIONS

4.1    Deferral Agreement

4.2    Amount of Deferral

4.3    Timing of Election to Defer

4.4    Election of Payment Schedule and Form of Payment

ARTICLE 5 - EMPLOYER CONTRIBUTIONS

5.1    Matching Contributions

5.2    Other Contributions

ARTICLE 6 - ACCOUNTS AND CREDITS

6.1    Establishment of Account

6.2    Credits to Account

ARTICLE 7 - INVESTMENT OF CONTRIBUTIONS

7.1    Investment Options

7.2    Adjustment of Accounts

ARTICLE 8 - RIGHT TO BENEFITS

8.1    Vesting

8.2    Death

8.3    Disability

ARTICLE 9 - DISTRIBUTION OF BENEFITS

9.1    Amount of Benefits

9.2    Method and Timing of Distributions

9.3    Unforeseeable Emergency

9.4    Payment Election Overrides

9.5    Cashouts of Amounts Not Exceeding Stated Limit

9.6    Required Delay in Payment to Key Employees

9.7    Change in Control

9.8    Permissible Delays in Payment

9.9    Permitted Acceleration of Payment

ARTICLE 10 - AMENDMENT AND TERMINATION

10.1    Amendment by Plan Sponsor

10.2    Plan Termination Following Change in Control or Corporate Dissolution

10.3    Other Plan Terminations

ARTICLE 11 - THE TRUST

11.1    Establishment of Trust

11.2    Grantor Trust

11.3    Investment of Trust Funds

ARTICLE 12 - PLAN ADMINISTRATION

12.1    Powers and Responsibilities of the Administrator

12.2    Claims and Review Procedures

12.3    Plan Administrative Costs

ARTICLE 13 - MISCELLANEOUS

13.1    Unsecured General Creditor of the Employer

13.2    Employer's Liability

13.3    Limitation of Rights

13.4    Anti-Assignment

13.5    Facility of Payment

13.6    Notices

13.7    Tax Withholding

13.8    Indemnification

13.9    Successors

13.10    Disclaimer

13.11    Governing Law

13.12    Plan Addendums

PREAMBLE

The Plan is intended to be a “plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended, or an “excess benefit plan” within the meaning of Section 3(36) of the Employee Retirement Income Security Act of 1974, as amended, or a combination of both. The Plan is further intended to conform with the requirements of Internal Revenue Code Section 409A and the final regulations issued thereunder and shall be interpreted, implemented and administered in a manner consistent therewith.

ARTICLE 1 - GENERAL

1.1 Plan. The Plan will be referred to by the name specified in the Adoption Agreement.

1.2 Effective Dates.

(a) Original Effective Date. The Original Effective Date is the date as of which the Plan was initially adopted.

(b) Amendment Effective Date. The Amendment Effective Date is the date specified in the Adoption Agreement as of which the Plan is amended and restated. Except to the extent otherwise provided herein or in the Adoption Agreement, the Plan shall apply to amounts deferred and benefit payments made on or after the Amendment Effective Date.

(c) Special Effective Date. A Special Effective Date may apply to any given provision if so specified in Appendix A of the Adoption Agreement. A Special Effective Date will control over the Original Effective Date or Amendment Effective Date, whichever is applicable, with respect to such provision of the Plan.

1.3 Amounts Not Subject to Code Section 409A

Except as otherwise indicated by the Plan Sponsor in Section 1.01 of the Adoption Agreement, amounts deferred before January 1, 2005 that are earned and vested on December 31, 2004 will be separately accounted for and administered in accordance with the terms of the Plan as in effect on December 31, 2004.

ARTICLE 2 - DEFINITIONS

Pronouns used in the Plan are in the masculine gender but include the feminine gender unless the context clearly indicates otherwise. Wherever used herein, the following terms have the meanings set forth below, unless a different meaning is clearly required by the context:

2.1 “Account” means an account established for the purpose of recording amounts credited on behalf of a Participant and any income, expenses, gains, losses or distributions included thereon. The Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant or to the Participant’s Beneficiary pursuant to the Plan.

2.2 “Administrator” means the person or persons designated by the Plan Sponsor in Section 1.05 of the Adoption Agreement to be responsible for the administration of the Plan. If no Administrator is designated in the Adoption Agreement, the Administrator is the Plan Sponsor.

2.3 “Adoption Agreement” means the agreement adopted by the Plan Sponsor that establishes the Plan.

2.4 “Beneficiary” means the persons, trusts, estates or other entities entitled under Section 8.2 to receive benefits under the Plan upon the death of a Participant.

2.5 “Board” or “Board of Directors” means the Board of Directors of the Plan Sponsor.

2.6 “Bonus” means an amount of incentive remuneration payable by the Employer to a Participant.

2.7 “Change in Control” means a “change in control event” within the meaning of Treasury Regulation 1.409A-3(i)(5)(i) & (ii) that occurs with respect to a Participant on or after the date on which an event involving the Plan Sponsor that is described in Section 9.7(a), (b), (c) or (d) occurs.

2.8 “Code” means the Internal Revenue Code of 1986, as amended.

2.9 “Compensation” has the meaning specified in Section 3.01 of the Adoption Agreement.

2.10 “Director” means a non-employee member of the Board who has been designated by the Employer as eligible to participate in the Plan.

2.11 “Disability” means that the Social Security Administration has determined that a Participant is disabled under the Social Security Act. A Participant shall be considered as incurring a Disability on the last day of the month in which the Participant first becomes eligible for and begins to receive Social Security disability benefits.

2.12 “Eligible Employee” means an employee of the Employer who satisfies the requirements in Section 2.01 of the Adoption Agreement.

2.13 “Employer” means the Plan Sponsor and any other entity which is authorized by the Plan Sponsor to participate in and, in fact, does adopt the Plan.

2.14 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

2.15 “Identification Date” means the date as of which Key Employees are determined which is specified in Section 1.06 of the Adoption Agreement.

2.16 “Key Employee” means an employee who satisfies the conditions set forth in Section 9.6.

2.17 “Participant” means an Eligible Employee or Director who commences participation in the Plan in accordance with Article 3.

2.18 “Plan” means the unfunded plan of deferred compensation set forth herein, including the Adoption Agreement and any trust agreement, as adopted by the Plan Sponsor and as amended from time to time.

2.19 “Plan Sponsor” means the entity identified in Section 1.03 of the Adoption Agreement or any successor by merger, consolidation or otherwise.

2.20 “Plan Year” means the period identified in Section 1.02 of the Adoption Agreement.

2.21 “Related Employer” means the Employer and (a) any corporation that is a member of a controlled group of corporations as defined in Code Section 414(b) that includes the Employer and (b) any trade or business that is under common control as defined in Code Section 414(c) that includes the Employer.

2.22 “Retirement” has the meaning specified in 6.01(f) of the Adoption Agreement.

2.23 “Separation from Service” means the date that the Participant retires or otherwise has a termination of employment (other than by death) with respect to all entities comprising the Related Employer. A Separation from Service does not occur if the Participant is on military leave, sick leave or other bona fide leave of absence if the period of leave does not exceed six months or such longer period during which the Participant’s right to re-employment is provided by statute or contract. If the period of leave exceeds six months and the Participant’s right to re-employment is not provided either by statute or contract, a Separation from Service will be deemed to have occurred on the first day following the six-month period. If the period of leave is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where the impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29 month period of absence shall be substituted for the six month period.

Whether a termination of employment has occurred is based on whether the facts and circumstances indicate that the Related Employer and the Participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36 month period (or the full period of services to the Related Employer if the employee has been providing services to the Related Employer for less than 36 months.

The foregoing will be interpreted, and all determinations of whether a Separation from Service has occurred will be made, in a manner consistent with Code Section 409A and the final regulations thereunder.

2.24 “Unforeseeable Emergency” means a severe financial hardship of the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary, or the Participant’s dependent (as defined in Code Section 152, without regard to Code section 152(b)(i), (b)(2) and (d)(i)(B); loss of the Participant’s property due to casualty; or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

2.25 “Valuation Date” means each business day of the Plan Year.

2.26 “Years of Service” means each one year period for which the Participant receives service credit in accordance with the provisions of Section 7.01(d) of the Adoption Agreement.

ARTICLE 3 - PARTICIPATION

3.1 Participation. The Participants in the Plan shall be those Directors and employees of the Employer who satisfy the requirements of Section 2.01 of the Adoption Agreement.

3.2 Termination of Participation. The Administrator may terminate a Participant’s participation in the Plan in a manner consistent with Code Section 409A. If the Employer terminates a Participant’s participation before the Participant experiences a Separation from Service the Participant’s vested Accounts shall be paid in accordance with the provisions of Article 9.

ARTICLE 4 - PARTICIPANT ELECTIONS

4.1 Deferral Agreement. If permitted by the Plan Sponsor in accordance with Section 4.01 of the Adoption Agreement, each Eligible Employee and Director may elect to defer his Compensation within the meaning of Section 3.01 of the Adoption Agreement by executing in writing or electronically, a deferral agreement in accordance with rules and procedures established by the Administrator and the provisions of this Article 4.

A new deferral agreement must be timely executed for each Plan Year during which the Eligible Employee or Director desires to defer Compensation. An Eligible Employee or Director who does not timely execute a deferral agreement shall be deemed to have elected zero deferrals of Compensation for such Plan Year.

A deferral agreement may be changed or revoked during the period specified by the Administrator. Except as provided in Section 9.3 or in Section 4.01(c) of the Adoption Agreement, a deferral agreement becomes irrevocable at the close of the specified period.

4.2 Amount of Deferral. An Eligible Employee or Director may elect to defer Compensation in any amount permitted by Section 4.01(a) of the Adoption Agreement.

4.3 Timing of Election to Defer. Each Eligible Employee or Director who desires to defer Compensation otherwise payable during a Plan Year must execute a deferral agreement within the period preceding the Plan Year specified by the Administrator. Each Eligible Employee who desires to defer Compensation that is a Bonus must execute a deferral agreement within the period preceding the Plan Year during which the Bonus is earned that is specified by the Administrator, except that if the Bonus can be treated as performance based compensation as described in Code Section 409A(a)(4)(B)(iii), the deferral agreement may be executed within the period specified by the Administrator, which period, in no event, shall end after the date which is six months prior to the end of the period during which the Bonus is earned, provided the Participant has performed services continuously from the later of the beginning of the performance period or the date the performance criteria are established through the date the Participant executed the deferral agreement and provided further that the compensation has not yet become ‘readily ascertainable’ within the meaning of Reg. Sec 1.409A-2(a)(8). In addition, if the Compensation qualifies as ‘fiscal year compensation’ within the meaning of Reg. Sec. 1.409A -2(a)(6), the deferral agreement may be made not later than the

end of the Employer’s taxable year immediately preceding the first taxable year of the Employer in which any services are performed for which such Compensation is payable.

Except as otherwise provided below, an employee who is classified or designated as an Eligible Employee during a Plan Year or a Director who is designated as eligible to participate during a Plan Year may elect to defer Compensation otherwise payable during the remainder of such Plan Year in accordance with the rules of this Section 4.3 by executing a deferral agreement within the thirty (30) day period beginning on the date the employee is classified or designated as an Eligible Employee or the date the Director is designated as eligible, whichever is applicable, if permitted by Section 4.01(b)(ii) of the Adoption Agreement. If Compensation is based on a specified performance period that begins before the Eligible Employee or Director executes his deferral agreement, the election will be deemed to apply to the portion of such Compensation equal to the total amount of Compensation for the performance period multiplied by the ratio of the number of days remaining in the performance period after the election becomes irrevocable and effective over the total number of days in the performance period. The rules of this paragraph shall not apply unless the Eligible Employee or Director can be treated as initially eligible in accordance with Reg. Sec. 1.409A-2(a)(7).

4.4 Election of Payment Schedule and Form of Payment.

All elections of a payment schedule and a form of payment will be made in accordance with rules and procedures established by the Administrator and the provisions of this Section 4.4.

(a) If the Plan Sponsor has elected to permit annual distribution elections in accordance with Section 6.01(h) of the Adoption Agreement the following rules apply. At the time an Eligible Employee or Director completes a deferral agreement, the Eligible Employee or Director must elect a distribution event (which includes a specified time) and a form of payment for the Compensation subject to the deferral agreement from among the options the Plan Sponsor has made available for this purpose and which are specified in 6.01(b) of the Adoption Agreement. Prior to the time required by Reg. Sec. 1.409A-2, the Eligible Employee or Director shall elect a distribution event (which includes a specified time) and a form of payment for any Employer contributions that may be credited to the Participant’s Account during the Plan Year. If an Eligible Employee or Director fails to elect a distribution event, he shall be deemed to have elected Separation from Service as the

distribution event. If he fails to elect a form of payment, he shall be deemed to have elected a lump sum form of payment.

(b) If the Plan Sponsor has elected not to permit annual distribution elections in accordance with Section 6.01(h) of the Adoption Agreement but does allow elections of the time and/or form of payment of amounts credited to a Participant’s Account, the following rules apply. At the time an Eligible Employee or Director first completes a deferral agreement but in no event later than the time required by Reg. Sec. 1.409A-2, the Eligible Employee or Director must elect a distribution event (which includes a specified time) and a form of payment for amounts credited to his Account from among the options the Plan Sponsor has made available for this purpose and which are specified in Section 6.01(b) of the Adoption Agreement. If an Eligible Employee or Director fails to elect a distribution event, he shall be deemed to have elected Separation from Service in the distribution event. If he fails to elect a form of payment, he shall be deemed to have elected a lump sum form of payment.

(c) If the Plan Sponsor has elected not to permit any distribution elections to be made by a Participant the following rule shall apply. The amount credited to a Participant’s Account shall be paid at the time and in the form specified in Section 6.01 of the Adoption Agreement.

ARTICLE 5 - EMPLOYER CONTRIBUTIONS

5.1 Matching Contributions. If elected by the Plan Sponsor in Section 5.01(a) of the Adoption Agreement, the Employer will credit the Participant’s Account with a matching contribution determined in accordance with the formula specified in Section 5.01(a) of the Adoption Agreement. The matching contribution will be treated as allocated to the Participant’s Account at the time specified in Section 5.01(a)(iii) of the Adoption Agreement.

5.2 Other Contributions. If elected by the Plan Sponsor in Section 5.01(b) of the Adoption Agreement, the Employer will credit the Participant’s Account with a contribution determined in accordance with the formula or method specified in Section 5.01(b) of the Adoption Agreement. The contribution will be treated as allocated to the Participant’s Account at the time specified in Section 5.01(b)(iii) of the Adoption Agreement.

ARTICLE 6 - ACCOUNTS AND CREDITS

6.1 Establishment of Account. For accounting and computational purposes only, the Administrator will establish and maintain an Account on behalf of each Participant which will reflect the credits made pursuant to Section 6.2, distributions or withdrawals, along with the earnings, expenses, gains and losses allocated thereto, attributable to the hypothetical investments made with the amounts in the Account as provided in Article 7. The Administrator will establish and maintain such other records and accounts, as it decides in its discretion to be reasonably required or appropriate to discharge its duties under the Plan.

6.2 Credits to Account. A Participant’s Account will be credited for each Plan Year with the amount of his elective deferrals under Section 4.1 at the time the amount subject to the deferral election would otherwise have been payable to the Participant and the amount of Employer contributions treated as allocated on his behalf under Article 5.

ARTICLE 7 - INVESTMENT OF CONTRIBUTIONS

7.1 Investment Options. The amount credited to each Account shall be treated as invested in the investment options designated for this purpose by the Administrator.

7.2 Adjustment of Accounts. The amount credited to each Account shall be adjusted for hypothetical investment earnings, expenses, gains or losses in an amount equal to the earnings, expenses, gains or losses attributable to the investment options selected by the party designated in Section 9.01 of the Adoption Agreement from among the investment options provided in Section 7.1. If permitted by Section 9.01 of the Adoption Agreement, a Participant (or the Participant’s Beneficiary after the death of the Participant) may, in accordance with rules and procedures established by the Administrator, select the investments from among the options provided in Section 7.1 to be used for the purpose of calculating future hypothetical investment adjustments to the Account or to future credits to the Account under Section 6.2 effective as of the Valuation Date coincident with or next following notice to the Administrator. Each Account shall be adjusted as of each Valuation Date to reflect: (a) the hypothetical earnings, expenses, gains and losses described above; (b) amounts credited pursuant to Section 6.2; and (c) distributions or withdrawals. In addition, each Account may be adjusted for its allocable share of the hypothetical costs and expenses associated with the maintenance of the hypothetical investments provided in Section 7.1.

ARTICLE 8 - RIGHT TO BENEFITS

8.1 Vesting. A Participant, at all times, has the 100% nonforfeitable interest in the amounts credited to his Account attributable to his elective deferrals made in accordance with Section 4.1.

Subject to the amendment and termination provisions of Article 10, a Participant’s right to the amounts credited to his Account attributable to Employer contributions made in accordance with Article 5 shall be determined in accordance with the relevant schedule and provisions in Section 7.01 of the Adoption Agreement.

8.2 Death. The Plan Sponsor may elect to accelerate vesting upon the death of the Participant in accordance with Section 7.01(c) of the Adoption Agreement and/or to make distributions upon Death in accordance with Section 6.01(b) or Section 6.01(d) of the Adoption Agreement

A Participant may designate a Beneficiary or Beneficiaries, or change any prior designation of Beneficiary or Beneficiaries in accordance with rules and procedures established by the Administrator and subject to the Administrator’s approval. Although the rules of the Administrator may permit a Participant to designate one or more alternative Beneficiaries (for example, an individual who shall become a Participant’s Beneficiary in case the Participant’s first choice of a Beneficiary dies before benefits become payable), a Participant may not designate persons who shall jointly receive benefits as Beneficiaries (for example, the designation of two or more children to jointly receive benefits as Beneficiaries is prohibited). Subject to the approval of the Administrator as provided above, a Participant may designate a trust as a Beneficiary.

A copy of the death notice or other sufficient documentation must be filed with and approved by the Administrator. If upon the death of the Participant there is, in the opinion of the Administrator, no designated Beneficiary for part or all of the Participant’s vested Account, the Administrator shall apply default rules determined by it, in its sole discretion, but generally following a priority list of living persons in the following order: Spouse, children, parents, siblings, estate.

The term “Spouse” shall mean the individual to whom the Participant is legally married by civil or religious ceremony under the laws of the state in which the Participant is legally domiciled on the date the determination of whether there is a Spouse is being made. After a Participant’s death, his or her “Spouse” shall be the individual, if any, who met these criteria as of the date of the Participant’s death.

8.3 Disability. If the Plan Sponsor has elected to accelerate vesting upon the occurrence of a Disability in accordance with Section 7.01(c) of the Adoption Agreement and/or to permit distributions upon Disability in accordance with Section 6.01(b) or Section 6.01(d) of the Adoption Agreement, the determination of whether a Participant has incurred a Disability shall be made in accordance with Section 2.11 of this Plan.

ARTICLE 9 - DISTRIBUTION OF BENEFITS

9.1 Amount of Benefits. The vested amount credited to a Participant’s Account as determined under Articles 6, 7 and 8 shall determine and constitute the basis for the value of benefits payable to the Participant under the Plan.

9.2 Method and Timing of Distributions. Distributions under the Plan shall be made in accordance with the terms of this Plan and the Adoption Agreement. Subject to the provisions of Section 9.6 requiring a six month delay for certain distributions to Key Employees, distributions following a distribution event shall commence at the time specified in Section 6.01 of the Adoption Agreement. If permitted by Section 6.01(g) of the Adoption Agreement, a Participant may elect, at least twelve months before a scheduled distribution event, to delay the payment date for a minimum period of sixty months from the originally scheduled date of payment, provided the election does not take effect for at least twelve months from the date on which the election is made. The distribution election change must be made in accordance with procedures and rules established by the Administrator. The Participant may, at the same time the date of payment is deferred, change the form of payment but such change in the form of payment may not effect an acceleration of payment in violation of Code Section 409A or the provisions of Reg. Sec. 1.409A-2(b). For purposes of this Section 9.2, a series of installment payments is always treated as a single payment and not as a series of separate payments.

9.3 Unforeseeable Emergency. A Participant may request a distribution due to an Unforeseeable Emergency if the Plan Sponsor has elected to permit Unforeseeable Emergency withdrawals under Section 8.01(a) of the Adoption Agreement. The request must be in writing and must be submitted to the Administrator along with evidence that the circumstances constitute an Unforeseeable Emergency. The Administrator has the discretion to require whatever evidence it deems necessary to determine whether a distribution is warranted, and may require the Participant to certify that the need cannot be met from other sources reasonably available to the Participant. Whether a Participant has incurred an Unforeseeable Emergency will be determined by the Administrator on the basis of the relevant facts and circumstances in its sole discretion, but, in no event, will an Unforeseeable Emergency be deemed to exist if the hardship can be relieved: (a) through reimbursement or compensation by insurance or otherwise, (b) by liquidation of the Participant’s assets to the extent such liquidation would not itself cause severe financial hardship, or (c) by cessation of deferrals under the Plan.

A distribution due to an Unforeseeable Emergency must be limited to the amount reasonably necessary to satisfy the emergency need and may include any amounts necessary to pay any federal, state, foreign or local income taxes and penalties reasonably anticipated to result from the distribution. The distribution will be made in the form of a single lump sum cash payment. If permitted by Section 8.01(b) of the Adoption Agreement, a Participant’s deferral elections for the remainder of the Plan Year will be cancelled upon a withdrawal due to an Unforeseeable Emergency. If the payment of all or any portion of the Participant’s vested Account is being delayed in accordance with Section 9.6 at the time he experiences an Unforeseeable Emergency, the amount being delayed shall not be subject to the provisions of this Section 9.3 until the expiration of the six month period of delay required by Section 9.6.

9.4 Payment Election Overrides. If the Plan Sponsor has elected one or more payment election overrides in accordance with Section 6.01(d) of the Adoption Agreement, the following provisions apply. Upon the occurrence of the first event selected by the Plan Sponsor, the remaining vested amount credited to the Participant’s Account shall be paid in the form designated to the Participant or his Beneficiary regardless of whether the Participant had made different elections of time and /or form of payment or whether the Participant was receiving installment payments at the time of the event.

9.5 Cashouts Except as provided in Section 9.9(c) of this Plan, lump sum cashouts shall not be made under the Plan,

9.6 Required Delay in Payment to Key Employees. Except as otherwise provided in this Section 9.6, a distribution made on account of Separation from Service (or Retirement, if applicable) to a Participant who is a Key Employee as of the date of his Separation from Service (or Retirement, if applicable) shall not be made before the date which is six months after the Separation from Service (or Retirement, if applicable).

(a) A Participant is treated as a Key Employee if (i) he is employed by a Related Employer any of whose stock is publicly traded on an established securities market, and (ii) he satisfies the requirements of Code Section 416(i)(1)(A)(i), (ii) or (iii), determined without regard to Code Section 416(i)(5), at any time during the twelve month period ending on the Identification Date.

(b) A Participant who is a Key Employee on an Identification Date shall be treated as a Key Employee for purposes of the six month delay in distributions for the twelve month period beginning on the first

day of a month no later than the fourth month following the Identification Date. The Identification Date and the effective date of the delay in distributions shall be determined in accordance with Section 1.06 of the Adoption Agreement.

(c) The Plan Sponsor may elect to apply an alternative method to identify Participants who will be treated as Key Employees for purposes of the six month delay in distributions if the method satisfies each of the following requirements. The alternative method is reasonably designed to include all Key Employees, is an objectively determinable standard providing no direct or indirect election to any Participant regarding its application, and results in either all Key Employees or no more than 200 Key Employees being identified in the class as of any date. Use of an alternative method that satisfies the requirements of this Section 9.6(c) will not be treated as a change in the time and form of payment for purposes of Reg. Sec. 1.409A-2(b).

(d) The six month delay does not apply to payments described in Section 9.9(a),(b) or (d) or to payments that occur after the death of the Participant. If the payment of all or any portion of the Participant’s vested Account is being delayed in accordance with this Section 9.6 at the time he incurs a Disability which would otherwise require a distribution under the terms of the Plan, no amount shall be paid until the expiration of the six month period of delay required by this Section 9.6.

9.7 Change in Control. If the Plan Sponsor has elected to permit distributions upon a Change in Control, the following provisions shall apply. A distribution made upon a Change in Control will be made at the time specified in Section 6.01(a) of the Adoption Agreement in the form elected by the Participant in accordance with the procedures described in Article 4.

Alternatively, if the Plan Sponsor has elected in accordance with Section 11.02 of the Adoption Agreement to require distributions upon a Change in Control, the Participant’s remaining vested Account shall be paid to the Participant or the Participant’s Beneficiary at the time specified in Section 6.01(a) of the Adoption Agreement as a single lump sum payment. A Change in Control, for purposes of the Plan, will occur upon the occurrence of an event described in this Section 9.7. All distributions made in accordance with this Section 9.7 are subject to the provisions of Section 9.6.

If a Participant continues to make deferrals in accordance with Article 4 after he has received a distribution due to a Change in Control, the residual amount payable to the Participant shall be paid at the time and in the form specified in the elections he makes in accordance with Article 4 or upon his death or Disability as provided in Article 8.

Whether a Change in Control has occurred will be determined by the Administrator in accordance with the rules and definitions set forth in this Section 9.7. A distribution to the Participant will be treated as occurring upon a Change in Control within the meaning of Section 11.01 of the Adoption Agreement and this Section 9.7 if the Plan Sponsor terminates the Plan in accordance with Section 10.2 and distributes the Participant’s benefits within twelve months of the date the Plan Sponsor irrevocably takes all necessary action to terminate the Plan as provided in Section 10.2.

A Change in Control means a “change in control event” within the meaning of Treasury Regulation 1.409A-3(i)(5)(i) & (ii) that occurs with respect to a Participant on or after the date on which any of the following events occurs:

(a) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Plan Sponsor (not including in the securities beneficially owned by such Person any securities acquired directly from the Plan Sponsor or its Affiliates) representing 25% or more of the combined voting power of the Plan Sponsor’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (A) of paragraph (c) below; or

(b) the following individuals cease for any reason to constitute a majority of the number of directors serving on the Board: individuals who, at the beginning of any period of two consecutive years, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Plan Sponsor) whose appointment or election by the Board or nomination for election by the Plan Sponsor’s shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of such period or whose appointment, election or nomination for election was previously so approved or recommended; or

(c) there is consummated a merger or consolidation of the Plan Sponsor or any Subsidiary with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Plan Sponsor outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Plan Sponsor or any Subsidiary, at least 60% of the combined voting power of the securities of the Plan Sponsor or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Plan Sponsor (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Plan Sponsor (not including in the securities beneficially owned by such Person any securities acquired directly from the Plan Sponsor or its Affiliates) representing 25% or more of the combined voting power of the Company’s then outstanding securities; or

(d) the shareholders of the Plan Sponsor approve a plan of complete liquidation or dissolution of the Plan Sponsor or there is consummated an agreement for the sale or disposition by the Plan Sponsor of all or substantially all of the Plan Sponsor’s assets, other than a sale or disposition by the Plan Sponsor of all or substantially all of the Plan Sponsor’s assets to an entity, at least 60% of the combined voting power of the voting securities of which are owned by shareholders of the Plan Sponsor in substantially the same proportions as their ownership of the Plan Sponsor immediately prior to such sale.

For purposes of the foregoing provisions of this Section 9.7,

(i) the term “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act;

(ii) the term “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act; and

(iii) the term “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) any member of the Barnes family (by blood or

marriage) or any entity for the benefit of, or controlled by, a member of the Barnes family (by blood or marriage), (ii) the Plan Sponsor or any of its subsidiaries, (iii) a trustee or other fiduciary holding securities under an employee benefit plan of the Plan Sponsor or any of its Affiliates, (iv) an underwriter temporarily holding securities pursuant to an offering of such securities, or (v) a corporation owned, directly or indirectly, by the shareholders of the Plan Sponsor in substantially the same proportions as their ownership of stock of the Plan Sponsor.

9.8 Permissible Delays in Payment. Distributions may be delayed beyond the date payment would otherwise occur in accordance with the provisions of Articles 8 and 9 in any of the following circumstances as long as the Employer treats all payments to similarly situated Participants on a reasonably consistent basis.

(a) The Employer may delay payment if it reasonably anticipates that its deduction with respect to such payment would be limited or eliminated by the application of Code Section 162(m). Payment must be made during the Participant’s first taxable year in which the Employer reasonably anticipates, or should reasonably anticipate, that if the payment is made during such year the deduction of such payment will not be barred by the application of Code Section 162(m) or during the period beginning with the Participant’s “separation from service” and ending on the later of the last day of the Employer’s taxable year in which the Participant separates from service or the 15th day of the third month following the Participant’s “separation from service.” If a scheduled payment to a Participant is delayed in accordance with this Section 9.8(a), all scheduled payments to the Participant that could be delayed in accordance with this Section 9.8(a) will also be delayed. The term “separation from service” and the other provisions hereof shall be determined in a manner consistent with applicable Treasury regulations.

(b) The Employer may also delay payment if it reasonably anticipates that the making of the payment will violate federal securities laws or other applicable laws provided payment is made at the earliest date on which the Employer reasonably anticipates that the making of the payment will not cause such violation.

(c) The Employer reserves the right to amend the Plan to provide for a delay in payment upon such other events and conditions as the Secretary of the Treasury may prescribe in generally applicable

guidance published in the Internal Revenue Bulletin.

9.9 Permitted Acceleration of Payment. The Employer may permit acceleration of the time or schedule of any payment or amount scheduled to be paid pursuant to a payment under the Plan provided such acceleration would be permitted by the provisions of Reg. Sec. 1.409A-3(j)(4), including the following events:

(a) Domestic Relations Order. A payment may be accelerated if such payment is made to an alternate payee pursuant to and following the receipt and qualification of a domestic relations order as defined in Code Section 414(p).

(b) Compliance with Ethics Agreements and Legal Requirements. A payment may be accelerated as may be necessary to comply with ethics agreements with the Federal government or as may be reasonably necessary to avoid the violation of Federal, state, local or foreign ethics law or conflicts of laws, in accordance with the requirements of Code Section 409A.

(c) De Minimis Amounts. In the discretion of the Administrator, a payment may be accelerated if (i) the amount of the payment is not greater than the applicable dollar amount under Code Section 402(g)(1)(B), and (ii) at the time the payment is made the amount constitutes the Participant’s entire interest under the Plan and all other plans that are aggregated with the Plan under Reg. Sec. 1.409A-1(c)(2).

(d) FICA Tax. A payment may be accelerated to the extent required to pay the Federal Insurance Contributions Act tax imposed under Code Sections 3101, 3121(a) and 3121(v)(2) of the Code with respect to compensation deferred under the Plan (the “FICA Amount”). Additionally, a payment may be accelerated to pay the income tax on wages imposed under Code Section 3401 of the Code on the FICA Amount and to pay the additional income tax at source on wages attributable to the pyramiding Code Section 3401 wages and taxes. The total payment under this subsection (d) may not exceed the aggregate of the FICA Amount and the income tax withholding related to the FICA Amount.

(e) Section 409A Additional Tax. A payment may be accelerated if the Plan fails to meet the requirements of Code Section 409A; provided that such payment may not exceed the amount required to be included in income as a result of the failure to comply with the

requirements of Code Section 409A.

(f) Offset. A payment may be accelerated in the Employer’s discretion as satisfaction of a debt of the Participant to the Employer, where such debt is incurred in the ordinary course of the service relationship between the Participant and the Employer, the entire amount of the reduction in any of the Employer’s taxable years does not exceed $5,000, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

(g) Other Events. A payment may be accelerated in the Administrator’s discretion in connection with such other events and conditions as permitted by Code Section 409A.

ARTICLE 10 - AMENDMENT AND TERMINATION

10.1 Amendment and Termination by Plan Sponsor. The Plan Sponsor reserves the right to amend and/or terminate the Plan (for itself and each Employer) through action of its Board of Directors at any time for whatever reasons it may deem appropriate (or for no reason), except that no such amendment or termination shall adversely affect the benefits payable to any person who has begun to receive benefits hereunder and no such amendment or termination may accelerate or defer the payment of compensation except as permitted by Section 409A of the Code.

10.2 Plan Termination Following Change in Control or Corporate Dissolution. If so elected by the Plan Sponsor in Section 11.01 of the Adoption Agreement, the Plan Sponsor reserves the right to terminate the Plan pursuant to irrevocable action taken within the 30 days preceding or the twelve months following a Change in Control as determined in accordance with the rules set forth in Section 9.7. For this purpose, the Plan will be treated as terminated only if all agreements, methods, programs and other arrangements sponsored by the Related Employer immediately after the Change in Control which are treated as a single plan with the Plan under Treas. Reg. Sec. 1.409A-1(c)(2) are also terminated so that all participants under the Plan and all similar arrangements that experienced the Change in Control are required to receive all amounts deferred under the terminated arrangements within twelve months of the date the Plan Sponsor irrevocably takes all necessary action to terminate the arrangements. The foregoing provisions of this Section 10.2 and Section 11.01 of the Adoption Agreement shall be administered, interpreted and construed in accordance with Treasury Regulation 1.409A-3(j)(4)(ix)(B). In addition, the Plan Sponsor reserves the right to terminate and liquidate the Plan within twelve months of a corporate dissolution taxed under Code Section 331 or with the approval of a bankruptcy court pursuant to 11 U. S. C. Section 503(b)(1)(A) provided that amounts deferred under the Plan are included in the gross incomes of Participants in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (a) the calendar year in which the termination and liquidation occurs, (b) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture, or (c) the first calendar year in which payment is administratively practicable. The preceding sentence shall be administered, interpreted and construed in accordance with Treasury Regulation 1.409A-3(j)(4)(ix)(A).

10.3 Other Plan Terminations. The Plan Sponsor retains the discretion to terminate the Plan if (a) all arrangements sponsored by the Plan Sponsor

that would be aggregated with any terminated arrangement under Code Section 409A and Reg. Sec. 1.409A-1(c)(2) are terminated, (b) no payments other than payments that would be payable under the terms of the arrangements if the termination had not occurred are made within twelve months of the termination of the arrangements, (c) all payments are made within twenty-four months of the termination of the arrangements, the Plan Sponsor does not adopt a new arrangement that would be aggregated with any terminated arrangement under Code Section 409A and the regulations thereunder at any time within the three year period following the date of termination of the arrangement, and (e) the termination does not occur proximate to a downturn in the financial health of the Plan sponsor. The foregoing provisions of this Section 10.3 shall be administered, interpreted and construed in accordance with Treasury Regulation 1.409A-3(j)(4)(ix)(C).

The Plan Sponsor also reserves the right to amend the Plan to provide that termination of the Plan will occur under such conditions and events as may be prescribed by the Secretary of the Treasury in generally applicable guidance published in the Internal Revenue Bulletin.

ARTICLE 11 - THE TRUST

11.1 Establishment of Trust. The Plan Sponsor may but is not required to establish a trust to hold amounts which the Plan Sponsor may contribute from time to time to correspond to some or all amounts credited to Participants under Section 6.2. If the Plan Sponsor elects to establish a trust in accordance with Section 10.01 of the Adoption Agreement, the provisions of Sections 11.2 and 11.3 shall become operative.

11.2 Grantor Trust. Any trust established by the Plan Sponsor shall be between the Plan Sponsor and a trustee pursuant to a separate written agreement under which assets are held, administered and managed, subject to the claims of the Plan Sponsor’s creditors in the event of the Plan Sponsor’s insolvency. The trust is intended to be treated as a grantor trust under the Code, and the establishment of the trust shall not cause the Participant to realize current income on amounts contributed thereto. The Plan Sponsor must notify the trustee in the event of a bankruptcy or insolvency.

11.3 Investment of Trust Funds. Trust investments need not reflect the hypothetical investments selected by Participants under Section 7.1 for the purpose of adjusting Accounts and the earnings or investment results of the trust need not affect the hypothetical investment adjustments to Participant Accounts under the Plan.

ARTICLE 12 - PLAN ADMINISTRATION

12.1 Powers and Responsibilities of the Administrator. The Administrator has the full power and discretion, and the full responsibility, to administer, interpret, and construe the Plan in all of its details, subject, however, to any applicable requirements of ERISA. The Administrator’s powers and responsibilities include, but are not limited to, the following:

(a) To make and enforce such rules and procedures as it deems necessary or proper for the efficient administration of the Plan;

(b) To interpret the Plan, its interpretation thereof to be final on all persons claiming benefits under the Plan;

(c) To decide all questions concerning the Plan and the eligibility of any person to participate in the Plan;

(d) To compute the amount of benefits which will be payable to any Participant, former Participant or Beneficiary in accordance with the provisions of the Plan;

(e) To determine the person or persons to whom such benefits will be paid;

(f) To authorize the payment of benefits;

(g) To appoint such agents, counsel, accountants, and consultants as may be required to assist in administering the Plan;

(h) To allocate and delegate its responsibilities to administer the Plan.

12.2 Claims and Review Procedures. The claims and review procedures applicable to this Plan are set forth in a supplemental document; the following provisions of this Section 12.2 are inapplicable.

(a) Claims Procedure.

If any person believes he is being denied any rights or benefits under the Plan, such person may file a claim in writing with the Administrator. If any such claim is wholly or partially denied, the Administrator will notify such person of its decision in writing. Such notification will contain (i) specific reasons for the denial, (ii) specific reference to pertinent Plan provisions, (iii) a description of any

additional material or information necessary for such person to perfect such claim and an explanation of why such material or information is necessary, and (iv) a description of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the person’s right to bring a civil action following an adverse decision on review. Such notification will be given within 90 days after the claim is received by the Administrator. The Administrator may extend the period for providing the notification by 90 days if special circumstances require an extension of time for processing the claim and if written notice of such extension and circumstance is given to such person within the initial 90 day period. If such notification is not given within such period, the claim will be considered denied as of the last day of such period and such person may request a review of his claim.

(b) Review Procedure.

Within 60 days after the date on which a person receives a written notification of denial of claim (or, if written notification is not provided, within 60 days of the date denial is considered to have occurred), such person (or his duly authorized representative) may (i) file a written request with the Administrator for a review of his denied claim and of pertinent documents and (ii) submit written issues and comments to the Administrator. The Administrator will notify such person of its decision in writing. Such notification will be written in a manner calculated to be understood by such person and will contain specific reasons for the decision as well as specific references to pertinent Plan provisions. The notification will explain that the person is entitled to receive, upon request and free of charge, reasonable access to and copies of all pertinent documents and has the right to bring a civil action following an adverse decision on review. The decision on review will be made within 60 days. The Administrator may extend the period for making the decision on review by 60 days if special circumstances require an extension of time for processing the request such as an election by the Administrator to hold a hearing, and if written notice of such extension and circumstances is given to such person within the initial 60-day period. If the decision on review is not made within such period, the claim will be considered denied.

(c) Special Procedure for Claims Due to Disability.

To the extent an application for distribution as a result of a Disability requires the Administrator or the panel reviewing the Administrator’s

determination, as applicable, to make a determination of Disability under the terms of the Plan, then such determination shall be subject to all of the general rules described in this Section, except as they are expressly modified by this Section 12(c).

(i) The initial decision on the claim for a Disability distribution will be made within forty-five (45) days after the Plan receives the claimant’s claim, unless special circumstances require additional time, in which case the Administrator will notify the claimant before the end of the initial forty-five (45)-day period of an extension of up to thirty (30) days. If necessary, the Administrator may notify the claimant, prior to the end of the initial thirty (30)-day extension period, of a second extension of up to thirty (30) days. If an extension is due to the claimant’s failure to supply the necessary information, then the notice of extension will describe the additional information and the claimant will have forty-five (45) days to provide the additional information. Moreover, the period for making the determination will be delayed from the date the notification of extension was sent out until the claimant responds to the request for additional information. No additional extensions may be made, except with the claimant’s voluntary consent. The contents of the notice shall be the same as described in Section 12.2(a) above. If a disability distribution claim is denied in whole or in part, then the claimant will receive notification, as described in Section 12.2(c).

(ii) If an internal rule, guideline, protocol or similar criterion is relied upon in making the adverse determination, then the denial notice to the claimant will either set forth the internal rule, guideline, protocol or similar criterion, or will state that such was relied upon and will be provided free of charge to the claimant upon request (to the extent not legally-privileged) and if the claimant’s claim was denied based on a medical necessity or experimental treatment or similar exclusion or limit, then the claimant will be provided a statement either explaining the decision or indicating that an explanation will be provided to the claimant free of charge upon request.

(iii) Any claimant whose application for a Disability distribution is denied in whole or in part, may appeal the denial by submitting to the panel reviewing the administrator’s

determination (the “Review Panel”) a request for a review of the application within one hundred and eighty (180) days after receiving notice of the denial. The request for review shall be in the form and manner prescribed by the Review Panel. In the event of such an appeal for review, the provisions of Section 12.2(b) regarding the claimant’s rights and responsibilities shall apply. Upon request, the Review Panel will identify any medical or vocational expert whose advice was obtained on behalf of the Review Panel in connection with the denial, without regard to whether the advice was relied upon in making the determination. The entity or individual appointed by the Review Panel to review the claim will consider the appeal de novo, without any deference to the initial denial. The review will not include any person who participated in the initial denial or who is the subordinate of a person who participated in the initial denial.

(iv) If the initial Disability distribution denial was based in whole or in part on a medical judgment, then the Review Panel will consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment, and who was neither consulted in connection with the initial determination nor is the subordinate of any person who was consulted in connection with that determination; and upon notifying the claimant of an adverse determination on review, include in the notice either an explanation of the clinical basis for the determination, applying the terms of the Plan to the claimant’s medical circumstances, or a statement that such explanation will be provided free of charge upon request.

(v) A decision on review shall be made promptly, but not later than forty-five (45) days after receipt of a request for review, unless special circumstances require an extension of time for processing. If an extension is required, the claimant will be notified before the end of the initial forty-five (45)-day period that an extension of time is required and the anticipated date that the review will be completed. A decision will be given as soon as possible, but not later than ninety (90) days after receipt of a request for review. The Review Panel shall give notice of its decision to the claimant; such notice shall comply with the requirements set forth in Section 12.2(a). In addition, if the claimant’s claim was denied based on a medical necessity or experimental treatment or similar exclusion, then the claimant will be

provided a statement explaining the decision, or a statement providing that such explanation will be furnished to the claimant free of charge upon request. The notice shall also contain the following statement: “You and your Plan may have other voluntary alternative dispute resolution options, such as mediation. One way to find out what may be available is to contact your local U.S. Department of Labor Office and your State insurance regulatory agency.”

(d) Exhaustion of Claims Procedure and Right to Bring Legal Claim No action in law or equity shall be brought more than one (1) year after the Review Panel’s affirmation of a denial of the claim, or, if earlier, more than four (4) years after the facts or events giving rise to the claimant’s allegation(s) or claim(s) first occurred.

12.3 Plan Administrative Costs. All reasonable costs and expenses (including legal, accounting, and employee communication fees) incurred by the Administrator in administering the Plan shall be paid by the Plan Sponsor.

ARTICLE 13 - MISCELLANEOUS

13.1 Unsecured General Creditor of the Employer. Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interests or claims in any property or assets of the Employer. For purposes of the payment of benefits under the Plan, any and all of the Employer’s assets shall be, and shall remain, the general, unpledged, unrestricted assets of the Employer. Each Employer’s obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.

13.2 Employer’s Liability. Each Employer’s liability for the payment of benefits under the Plan shall be defined only by the Plan and by the deferral agreements entered into between a Participant and the Employer. An Employer shall have no obligation or liability to a Participant under the Plan except as provided by the Plan and a deferral agreement or agreements. An Employer shall have no liability to Participants employed by other Employers.

13.3 Limitation of Rights. Neither the establishment of the Plan, nor any amendment thereof, nor the creation of any fund or account, nor the payment of any benefits, will be construed as giving to the Participant or any other person any legal or equitable right against the Employer, the Plan or the Administrator, except as provided herein; and in no event will the terms of employment or service of the Participant be modified or in any way affected hereby.

13.4 Anti-Assignment. None of the benefits or rights of a Participant or any Beneficiary of a Participant shall be subject to the claim of any creditor. In particular, to the fullest extent permitted by law, all such benefits and rights shall be free from attachment, garnishment, or any other legal or equitable process available to any creditor of the Participant and his or her Beneficiary. Neither the Participant nor his or her Beneficiary shall have the right to alienate, anticipate, commute, pledge, encumber, or assign any of the payments which he or she may expect to receive, contingently or otherwise, under the Plan, except the right to designate a Beneficiary to receive death benefits provided hereunder.

13.5 Facility of Payment. If the Administrator determines, on the basis of medical reports or other evidence satisfactory to the Administrator, that the recipient of any benefit payments under the Plan is incapable of handling his affairs by reason of minority, illness, infirmity or other incapacity, the Administrator may direct the Employer to disburse such payments to a person or institution designated by a court which has jurisdiction over such

recipient or a person or institution otherwise having the legal authority under State law for the care and control of such recipient. The receipt by such person or institution of any such payments therefore, and any such payment to the extent thereof, shall discharge the liability of the Employer, the Plan and the Administrator for the payment of benefits hereunder to such recipient.

13.6 Notices. Any notice or other communication to the Employer or Administrator in connection with the Plan shall be deemed delivered in writing if addressed to the Plan Sponsor at the address specified in Section 1.03 of the Adoption Agreement and if either actually delivered at said address or, in the case or a letter, 5 business days shall have elapsed after the same shall have been deposited in the United States mails, first-class postage prepaid and registered or certified.

13.7 Tax Withholding. If the Employer concludes that tax is owing with respect to any deferral or payment hereunder, the Employer shall withhold such amounts from any payments due the Participant, as permitted by law, or otherwise make appropriate arrangements with the Participant or his Beneficiary for satisfaction of such obligation. Tax, for purposes of this Section 13.7 means any federal, state, local or any other governmental income tax, employment or payroll tax, excise tax, or any other tax or assessment owing with respect to amounts deferred, any earnings thereon, and any payments made to Participants under the Plan.

13.8 Indemnification.

(a) Each Indemnitee (as defined in Section 13.8(e)) shall be indemnified and held harmless by the Employer for all actions taken by him and for all failures to take action (regardless of the date of any such action or failure to take action), to the fullest extent permitted by the law of the jurisdiction in which the Employer is incorporated, against all expense, liability, and loss (including, without limitation, attorneys’ fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding (as defined in Subsection (e)). No indemnification pursuant to this Section shall be made, however, in any case where (1) the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness or (2) there is a settlement to which the Employer does not consent.

(b) The right to indemnification provided in this Section shall include

the right to have the expenses incurred by the Indemnitee in defending any Proceeding paid by the Employer in advance of the final disposition of the Proceeding, to the fullest extent permitted by the law of the jurisdiction in which the Employer is incorporated; provided that, if such law requires, the payment of such expenses incurred by the Indemnitee in advance of the final disposition of a Proceeding shall be made only on delivery to the Employer of an undertaking, by or on behalf of the Indemnitee, to repay all amounts so advanced without interest if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified under this Section or otherwise.

(c) Indemnification pursuant to this Section shall continue as to an Indemnitee who has ceased to be such and shall inure to the benefit of his heirs, executors, and administrators. The Employer agrees that the undertakings made in this Section shall be binding on its successors or assigns and shall survive the termination, amendment or restatement of the Plan.

(d) The foregoing right to indemnification shall be in addition to such other rights as the Indemnitee may enjoy as a matter of law or by reason of insurance coverage of any kind and is in addition to and not in lieu of any rights to indemnification to which the Indemnitee may be entitled pursuant to the by-laws of the Employer.

(e) For the purposes of this Section, the following definitions shall apply:

(1) “Indemnitee” shall mean each person serving as an Administrator (or any other person who is an employee, director, or officer of the Employer) who was or is a party to, or is threatened to be made a party to, or is otherwise involved in, any Proceeding, by reason of the fact that he is or was performing administrative functions under the Plan.

(2) “Proceeding” shall mean any threatened, pending, or completed action, suit, or proceeding (including, without limitation, an action, suit, or proceeding by or in the right of the Employer), whether civil, criminal, administrative, investigative, or through arbitration.

13.9 Successors. The provisions of the Plan shall bind and inure to the benefit of the Plan Sponsor, the Employer and their successors and assigns and the Participant and the Participant’s designated Beneficiaries.

13.10 Disclaimer. It is the Plan Sponsor’s intention that the Plan comply with the requirements of Code Section 409A. Neither the Plan Sponsor nor the Employer shall have any liability to any Participant should any provision of the Plan fail to satisfy the requirements of Code Section 409A.

13.11 Governing Law. The Plan will be construed, administered and enforced according to the laws of the State specified by the Plan Sponsor in Section 12.01 of the Adoption Agreement.

13.12 Plan Addendums. The Plan Sponsor may adopt one or more addendums that shall constitute a part of this Plan and, to the extent provided therein, supplement or supersede other provisions of the Plan and Adoption Agreement.

ADOPTION AGREEMENT

1.01    PREAMBLE

By the execution of this Adoption Agreement the Plan Sponsor hereby [complete (a) or (b)]

(a)    x    adopts a new plan as of September 1, 2009 [month, day, year]

(b) o    amends and restates its existing plan as of ______ [month, day, year]which is the Amendment Restatement Date. Except as otherwise provided in Appendix A, all amounts deferred under the Plan prior to the Amendment Restatement Date shall be governed by the terms of the Plan as in effect on the day before the Amendment Restatement Date.

Original Effective Date: ___________ [month, day, year]

Pre-409A Grandfathering:  Yes  No

1.02    PLAN

Plan Name:    Barnes Group 2009 Deferred Compensation Plan

Plan Year: January 1 - December 31, except that the first Plan Year will begin on September 1, 2009 and end on December 31, 2009.

1.03    PLAN SPONSOR

Name:        Barnes Group Inc.                            

Address:    123 Main Street, Bristol, CT 06010                

Phone # :    (860) 583-7070                            

EIN:        06-0247846                                

Fiscal Yr:    January 1 - December 31                        

Is stock of the Plan Sponsor, any Employer or any Related Employer publicly traded on an established securities market?

ý Yes o No

1.04    EMPLOYER

The following entities have been authorized by the Plan Sponsor to participate in and have adopted the Plan (insert Not Applicable” if none have been authorized):

Entity	Publicly Traded on Est. Securities Market
	Yes	No
Barnes Group Inc.	ý	o
	o	o
	o	o
	o	o
	o	o
	o	o

1.05    ADMINISTRATOR

The following provisions are subject to the applicable provisions of any addendum to the Plan and Adoption Agreement.

The Plan Sponsor has designated the following party or parties to be responsible for the administration of the Plan:

Name:        Plan Sponsor                            

Address:     See Section 1.03                            

Note: The Administrator is the person or persons designated by the Plan Sponsor to be responsible for the administration of the Plan. Neither Fidelity Employer Services Company nor any other Fidelity affiliate can be the Administrator.

1.06    KEY EMPLOYEE DETERMINATION DATES

The Employer has designated See Addendum I as the Identification Date for purposes of determining Key Employees.

In the absence of a designation, the Identification Date is December 31

The Employer has designated See Addendum I as the effective date for purposes of applying the six month delay in distributions to Key Employees.

In the absence of a designation, the effective date is the first day of the fourth month following the Identification Date.

2.01    PARTICIPATION

(a)    ý    Employees [complete (i), (ii) or (iii)]

(i)    o    Eligible Employees are selected by the Employer.

(ii) ý    Eligible Employees are those employees of the Employer who satisfy the following criteria:

Designated as eligible to participate (without any revocation or other change in such designation) by the Compensation and Management Development Committee of the Plan Sponsor’s Board of Directors prior to April 1, 2012. No employee who is newly hired, rehired or promoted on or after April 1, 2012 will be an Eligible Employee.             

(iii)    o    Employees are not eligible to participate.

(b)    ý    Directors [complete (i), (ii) or (iii)]

(i) o    All Directors are eligible to participate.

(ii) o    Only Directors selected by the Employer are eligible to participate.

(iii) ý    Directors are not eligible to participate.

3.01    COMPENSATION

For purposes of determining Participant contributions under Article 4 and Employer contributions under Article 5, Compensation shall be defined in the following manner [complete (a) or (b) and select (c) and/or (d), if applicable]:

(a) ýCompensation is defined as:

The sum of (a) the Participant’s `compensation’ as defined by the Barnes Group Inc. Retirement Savings Plan, determined as if there were no limitation under Section 401(a)(17) of the Code, and (b) bonuses paid pursuant to the Management Incentive Compensation Plan and the Performance-Linked Bonus Plan for Selected Executive Officers, or any successor plans, reduced by the Section 401(a)(17) of the Code limitation in effect for the Plan Year. It shall be assumed for this purpose that the Retirement Savings Plan ends on the December 31 immediately succeeding the December 30 on which it actually ends.

(b) oCompensation as defined in _______ [insert name of qualified plan] without regard to the limitation in Section 401(a)(17) of the Code for such Plan Year.

(c)    oDirector Compensation is defined as:

(d)    oCompensation shall, for all Plan purposes, be limited to $

(e)    oNot Applicable.

3.02    BONUSES

Compensation, as defined in Section 3.01 of the Adoption Agreement, includes the following type of bonuses:

Type	Will be treated as Performance  Based Compensation
	Yes	No
As defined in Section 3.01	o	ý
	o	o
	o	o
	o	o
	o	o

o    Not Applicable.

4.01    PARTICIPANT CONTRIBUTIONS

If Participant contributions are permitted, complete (a), (b), and (c). Otherwise complete (d).

(a)    Amount of Deferrals

A Participant may elect within the period specified in Section 4.01(b) of the Adoption Agreement to defer the following amounts of remuneration. For each type of remuneration listed, complete “dollar amount” and / or “percentage amount”.

(i) Compensation Other than Bonuses [do not complete if you complete (iii)]

Type of Remuneration	Dollar Amount		% Amount
	Min	Max	Min	Max	Increment
(a)
(b)
(c)

Note: The increment is required to determine the permissible deferral amounts. For example, a minimum of 0% and maximum of 20% with a 5% increment would allow an individual to defer 0%, 5%, 10%, 15% or 20%.

(ii)    Bonuses [do not complete if you complete (iii)]

Type of Remuneration	Dollar Amount		% Amount
	Min	Max	Min	Max	Increment
(a)
(b)
(c)

(iii)    Compensation [do not complete if you completed (i) and (ii)]

Dollar Amount		% Amount
Min	Max	Min	Max	Increment

(iv)    Director Compensation

Type of Compensation	Dollar Amount		% Amount
	Min	Max	Min	Max	Increment
Annual Retainer
Meeting Fees
Other:
Other:

(b)    Election Period

(i)    Performance Based Compensation

A special election period

o Does o Does Not

apply to each eligible type of performance based compensation referenced in Section 3.02 of the Adoption Agreement.

The special election period, if applicable, will be determined by the Employer.

(ii)    Newly Eligible Participants

An employee who is classified or designated as an Eligible Employee during a Plan Year

o May o May Not

elect to defer Compensation earned during the remainder of the Plan Year by completing a deferral agreement within the 30 day period beginning on the date he is eligible to participate in the Plan.

(c)    Revocation of Deferral Agreement

A Participant’s deferral agreement

o    Will

o    Will Not

be cancelled for the remainder of any Plan Year during which he receives a hardship distribution of elective deferrals from a qualified cash or deferred arrangement maintained by the Employer. If cancellation occurs, the Participant may resume participation in accordance with Article 4 of the Plan.

(d)    No Participant Contributions

ý    Participant contributions are not permitted under the Plan.

5.01    EMPLOYER CONTRIBUTIONS

If Employer contributions are permitted, complete (a) and/or (b). Otherwise complete (c).

(a)    Matching Contributions

(i)    Amount

For each Plan Year, the Employer shall make a Matching Contribution on behalf of each Participant who defers Compensation for the Plan Year and satisfies the requirements of Section 5.01(a)(ii) of the Adoption Agreement equal to [complete the ones that are applicable]:

(A) o    _____ [insert percentage] of the Compensation the Participant has elected to defer for the Plan Year

(B) o    An amount determined by the Employer in its sole discretion

(C) o    Matching Contributions for each Participant shall be limited to $ ______ and/or ___% of Compensation.

(D) o    Other:

(E) ý    Not Applicable [Proceed to Section 5.01(b)]

(ii)    Eligibility for Matching Contribution

A Participant who defers Compensation for the Plan Year shall receive an allocation of Matching Contributions determined in accordance with Section 5.01(a)(i) provided he satisfies the following requirements [complete the ones that are applicable]:

(A)    o    Describe requirements:

(B) o    Is selected by the Employer in its sole discretion to receive an allocation of Matching Contributions

(C)    o    No requirements

(iii)    Time of Allocation

Matching Contributions, if made, shall be treated as allocated [select one]:

(A) o    As of the last day of the Plan Year

(B) o    At such times as the Employer shall determine in it sole discretion

(C) o    At the time the Compensation on account of which the Matching Contribution is being made would otherwise have been paid to the Participant

(D) o    Other:

(b)    Other Contributions

(i)    Amount

For each Plan Year, the Employer shall make a contribution on behalf of each Participant who satisfies the requirements of Section 5.01(b)(ii) equal to [complete the ones that are applicable]:

(A) o    An amount equal to [insert number] % of the Participant’s Compensation

(B) o    An amount determined by the Employer in its sole discretion

(C)    o    Contributions for each Participant shall be limited to $

(D)    ý    Other:

An amount equal to 20% of the Participant’s Compensation unless a greater or lesser amount (including 0%) is otherwise determined (for all Participants or for any one or more Participants) by the Compensation and Management Development Committee of the Plan Sponsor’s Board of Directors. “Compensation” shall be determined on the basis of the Plan Year for which the contribution is made; provided, however, that for the short Plan Year beginning on September 1, 2009, “Compensation” shall be determined on the basis of calendar year 2009.

(E)    o    Not Applicable [Proceed to Section 6.01]

(ii)    Eligibility for Other Contributions

A Participant shall receive an allocation of other Employer contributions determined in accordance with Section 5.01 (b)(i) for the Plan Year if he satisfies the following requirements [complete the one that is applicable]:

(A)    o    Describe requirements:

(B) o    Is selected by the Employer in its sole discretion to receive an allocation of other Employer contributions

(C)    ý    No requirements

(iii)    Time of Allocation

Employer contributions, if made, shall be treated as allocated [select one]:

(A)    o    As of the last day of the Plan Year

(B) ý    At such time or times as the Employer shall determine in its sole discretion

(C)    Other:

(c)    No Employer Contributions

o    Employer contributions are not permitted under the Plan.

6.01    DISTRIBUTIONS

The timing and form of payment of distributions made from the Participant’s vested Account shall be made in accordance with the elections made in this Section 6.01 of the Adoption Agreement except when Section 9.6 of the Plan requires a six month delay for certain distributions to Key Employees of publicly traded companies.

(a)    Timing of Distributions

(i) All distributions shall commence in accordance with the following [choose one]:

(A) ý    As soon as administratively feasible following the “distribution event” (described in Section 6.01(b) of this Adoption Agreement) and, in all cases except when a six-month delay rules applies, within 90 days after such distribution event; provided, however, that when the distribution event is Separation from Service (and regardless of whether a Participant is actually a Key Employee for whom a six-month delay in payment is required), distributions will commence on the first day of the seventh month following Separation from Service.

(B) o    Monthly on specified day 5th [insert day]

(C) o    Annually on specified month and day _______ [insert _____ month and day]

(D) o    Calendar quarter on specified month and day [______ month of quarter (insert 1,2 or 3); ______ day (insert day)]

(ii) The timing of distributions as determined in Section 6.01(a)(i) shall be modified by the adoption of:

(A) o    Event Delay - Distribution events other than those based on Specified Date or Specified Age will be treated as not having occurred for _____ months [insert number of months].

(B) o    Hold Until Next Year — Distribution events other than

those based on Specified Date or Specified Age will be treated as not having occurred for twelve months from the date of the event if payment pursuant to Section 6.01(a)(i) will thereby occur in the next calendar year or on the first payment date in the next calendar year in all other cases.

(C) o    Immediate Processing — The timing method selected by the Plan Sponsor under Section 6.01(a)(i) shall be overridden for the following distribution events [insert events]:

(D) ý    Not applicable.

(b)    Distribution Events

The items checked below represent the Plan’s distribution events. In the case of any Participant, the applicable distribution event is the earliest of the events checked below. Except as specifically provided elsewhere in the Plan and Adoption Agreement, all distributions will be made in five installments, with the first installment paid at the time described in Section 6.01(a) hereof and the last four installments paid on anniversaries of the first installment payment. Each installment shall be equal to the applicable percentage below multiplied by the value of the Participant’s Account:

Installment			Percentage
First			20%
Second			25%
Third			33 1/3%
Fourth			50%
Fifth			100%
				Lump Sum	Installments
(i)	o	Specified Date		_____	_____ years
(ii)	o	Specified Age		_____	_____ years
(iii)	o	Separation from Service		_____	_____ years
(iv)	ý	Separation from Service plus 6 months		_____	5 years
(v)	o	Separation from Service plus years months [not to exceed _____ months]		_____	_____ years
(vi)	o	Retirement		_____	_____ years
(vii)	o	Retirement plus 6 months		_____	_____ years
(viii)	o	Retirement plus ____ months [not to exceed ____ months]		_____	_____ years
(ix)	o	Later of Separation from Service or Specified Age		_____	_____ years
(x)	o	Later of Separation from Service or Specified Date		_____	_____ years
(xi)	ý	Disability		_____	5 years
(xii)	ý	Death		_____	5 years
(xiii)	o	Change in Control		_____	_____ years

The minimum deferral period for Specified Date or Specified Age event shall be N/A years.

Installments will be paid [select each that applies]

o    Monthly

o    Quarterly

ý    Annually - as described above

If the applicable distribution event is a Separation from Service and the Participant dies after receipt of the first installment and before receipt of the fifth installment, any installment(s) remaining unpaid at death shall be paid, at the same time(s) that such installment(s) would have been paid to the Participant, to the Participant’s Beneficiary. However, if such Beneficiary dies after s/he receives the first of such remaining installments, and before s/he receives the last of such remaining installments, then, notwithstanding any provision above of this Section 6.01(b) or any other provision of this Plan to the contrary, any installment(s) remaining unpaid on the date of death of the Beneficiary shall thereupon cease to be payable, and any benefits payable to or in respect of the Participant under this Plan shall thereupon be deemed to have been paid in full.

If the applicable distribution event is a Separation from Service and the Participant is entitled to a benefit hereunder but dies prior to receipt of the first installment, then installments will be paid to the Beneficiary commencing at the time that would apply under Section 6.01(a)(i)(A) if the applicable distribution event were death, i.e., commencing within 90 days after death, but not later than the latest date within such 90-day period on which the first installment that would have been paid to the Participant on account of Separation from Service under this Plan if s/he had lived would have been considered timely under Treasury Regulation 1.409A-3(d), and the last four installments will be paid on anniversaries of the first installment payment. If the Beneficiary dies after s/he receives the first installment and before s/he receives all five installments, then, notwithstanding any provision above of this Section 6.01(b) or any other provision of the Plan to the contrary, any installment(s) remaining unpaid on the date of death of the Beneficiary shall thereupon cease to be payable, and any benefits payable to or in respect of the Participant under this Plan shall thereupon be deemed to have been paid in full.

If the applicable distribution event is death, i.e., a Participant dies before s/he otherwise has a Separation from Service, and his or her Beneficiary is entitled to a benefit hereunder upon his or her death and the Beneficiary dies after s/he receives the first installment and before s/he receives all five installments, then, notwithstanding any provision above of this Section 6.01(b) or any other provision of the Plan to the contrary, any installment(s) remaining unpaid on the date of death of the Beneficiary shall thereupon cease to be payable, and any benefits payable to or in respect

of the Participant under this Plan shall thereupon be deemed to have been paid in full.

(c) Specified Date and Specified Age elections may not extend beyond age Not Applicable [insert age or “Not Applicable” if no maximum age applies].

(d) Payment Election Override

Payment of the remaining vested balance of the Participant’s Account will automatically occur at the time specified in Section 6.01(a) of the Adoption Agreement in the form indicated upon the earliest to occur of the following events

[check each event that applies and for each event include only a single form of payment]:

	EVENTS	FORM OF PAYMENT
o	Separation from Service	_____ Lump sum	_____ Installments
o	Separation from Service before Retirement	_____ Lump sum	_____ Installments
o	Death	_____ Lump sum	_____ Installments
o	Disability	_____ Lump sum	_____ Installments
ý	Not Applicable

(e)    Involuntary Cashouts — As per Plan, Section 9.9

o If the Participant’s vested Account at the time of his Separation from Service does not exceed $ _____ distribution of the vested Account shall automatically be made in the form of a single lump sum in accordance with Section 9.5 of the Plan.

o There are no involuntary cashouts.

(f)    Retirement

o Retirement shall be defined as a Separation from Service that occurs on or after the Participant [insert description of requirements]:

ý No special definition of Retirement applies.

(g)    Distribution Election Change

A Participant

o    Shall

ý    Shall Not

be permitted to modify a scheduled distribution date and/or payment option in accordance with Section 9.2 of the Plan.

A Participant shall generally be permitted to elect such modification number of times.

Administratively, allowable distribution events will be modified to reflect all options necessary to fulfill the distribution change election provision.

(h)    Frequency of Elections

The Plan Sponsor

o    Has

ý    Has Not

Elected to permit annual elections of a time and form of payment for amounts deferred under the Plan.

7.01    VESTING

(a)    Matching Contributions

The Participant’s vested interest in the amount credited to his Account attributable to Matching Contributions shall be based on the following schedule:

o	Years of Service	Vesting %
	0	(insert ‘100’ if there is immediate vesting)
	1
	2
	3
	4
	5
	6
	7
	8
	9

o    Other:

o    Class year vesting applies.

ý    Not applicable.

(b)    Other Employer Contributions

The Participant’s vested interest in the amount credited to his Account attributable to Employer contributions other than Matching Contributions shall be based on the following schedule:

o	Years of Service	Vesting %
	0	(insert ‘100’ if there is immediate vesting)
	1
	2
	3
	4
	5
	6
	7
	8
	9

ý    Other:

A Participant shall have no vested interest in the amount credited to his Account attributable to Employer contributions until he has both attained age 55 and completed 10 Years of Service at which time his vested interest shall be 100%, subject to Section 10.1 of the Plan. Notwithstanding the foregoing, and subject to Section 10.1 of the Plan, a Participant’s vested interest shall be 100% if (i) the Participant’s Separation from Service occurs on or after attainment of age 55 and completion of five Years of Service, and the Participant’s retirement was either requested by the President and Chief Executive Officer of the Plan Sponsor and approved by the Compensation and Management Development Committee of the Board of Directors or was requested and approved by the such Committee; or (ii) the Plan Sponsor so determines, in its sole discretion.

o    Class year vesting applies.

o    Not applicable.

(c)    Acceleration of Vesting

A Participant’s vested interest in his Account will automatically be 100%

upon the occurrence of the following events, subject to Section 10.1 of the Plan: [select the ones that are applicable]:

(i)    o    Death

(ii)    o    Disability

(iii)    o    Change in Control

(iv)    o    Eligibility for Retirement

(v) ý    Other: Death or Disability on or after the date the Participant has both attained ace 55 and completed at least 5 Years of Service.

(vi) o    Not applicable.

(d)    Years of Service

(i)    A Participant’s Years of Service shall include all service performed for the Employer and

ý    Shall

o    Shall Not

include service performed for the Related Employer.

(ii) Years of Service shall also include service performed for the following entities:

(iii) Years of Service shall be determined in accordance with (select one)

(A) o    The elapsed time method in Treas. Reg. Sec. 1.410(a)-7

(B) o    The general method in DOL Reg. Sec. 2530.200b-1 through b-4

(C) o    The Participant’s Years of Service credited under [insert name of plan]

(D) ý    Other: Notwithstanding (i) above or any other provision of the Plan and Adoption Agreement, the methodology for determining a Participant’s Years of Service hereunder shall be consistent with the methodology for determining the Participant’s years of “Vesting Service” under the Barnes Group Inc. Retirement Savings Plan as such plan is in effect at the time the individual becomes a Participant in this Plan, excluding, however, any period after a Separation from Service (or death or Disability); provided, however, that (i) the determination of a Participant’s Years of Service shall take into account the provisions of any applicable written employment agreement or other individual agreement between the Employer and the Participant as in effect at the time the individual becomes a Participant in this Plan; and (ii) the final determination of a Participant’s Years of Service shall be made by the Administrator, it being

the intent that Years of Service shall be determined in a predetermined, nondiscretionary, and objective manner.

(iv)    o Not applicable.

8.01    UNFORESEEABLE EMERGENCY

(a) A withdrawal due to an Unforeseeable Emergency as defined in Section 2.24:

o Will

ý Will Not [if Unforeseeable Emergency withdrawals are not permitted, proceed to Section 9.01]

be allowed.

(b) Upon a withdrawal due to an Unforeseeable Emergency, a Participant’s deferral election for the remainder of the Plan Year:

o Will

o Will Not

be cancelled. If cancellation occurs, the Participant may resume participation in accordance with Article 4 of the Plan.

9.01    INVESTMENT DECISIONS

Investment decisions regarding the hypothetical amounts credited to a Participant’s Account shall be made by [select one]:

(a)    ý    The Participant or his Beneficiary

(b)    o    The Employer

10.01    GRANTOR TRUST

The Employer [select one]:

ý    Does

o    Does Not

intend to establish a grantor trust in connection with the Plan.

11.01    TERMINATION UPON CHANGE IN CONTROL

The Plan Sponsor

o    Reserves

ý    Does Not Reserve

the right to terminate the Plan and distribute all amounts credited to Participant Accounts upon a Change in Control within the meaning of Section 9.7 of the Plan, in accordance with the provisions of Section 10.2 of the Plan.

11.02    AUTOMATIC DISTRIBUTION UPON CHANGE IN CONTROL

Distribution of the remaining vested balance of each Participant’s Account

o    Shall

ý    Shall Not

automatically be paid as a lump sum payment upon the occurrence of a Change in Control as provided in Section 9.7.

12.01    GOVERNING STATE LAW

The laws of Connecticut shall apply in the administration of the Plan to the extent not preempted by ERISA.

EXECUTION PAGE

The Plan Sponsor has caused this Adoption Agreement to be executed this ____ day of _________, 2012.

PLAN SPONSOR:    Barnes Group Inc.        

By:    

Title:    

APPENDIX A

SPECIAL EFFECTIVE DATES

Not Applicable

Barnes Group 2009 Deferred Compensation Plan

Addendum I

Purpose; Integral Part of Plan and Adoption Agreement

This Barnes Group 2009 Deferred Compensation Plan Addendum I (“Addendum I”) is intended to be an integral part of the Barnes Group 2009 Deferred Compensation Plan (the “Plan”) and the related Adoption Agreement (the “Adoption Agreement”), supplementing or superseding other provisions of the Plan and Adoption Agreement. As required by the context, the Plan and Adoption Agreement shall collectively be known herein as the “Plan.”

Inapplicable Provisions Disregarded in Construing Documents

The documents reflecting the Plan and Adoption Agreement have been provided to Barnes Group Inc. (the “Company”) by Fidelity Employer Services Company (which, with its affiliates, shall be known as “Fidelity”) and, in general, have been drafted by Fidelity in a manner so that they can be adopted by multiple, unrelated employers. Thus, these documents include certain provisions that, due to elections made by the Company in the Adoption Agreement and related terms of the Plan, are not applicable to the Company and its employees (“inapplicable provisions”). By way of illustration but not by way of limitation, examples of inapplicable provisions include those relating to employee elections to defer compensation and those relating to employer matching contributions.

In construing the Company’s Plan, the inapplicable provisions shall be disregarded, and the Company and its affiliates, and their directors, officers, and employees, shall have no legal, tax-related, or other responsibility or liability in connection with any of the inapplicable provisions (including by way of illustration but not by way of limitation, any responsibility or liability for ensuring that such inapplicable provisions are up-to-date and consistent with current Code or other requirements).

Interpretation, Construction, Administration; Delegation of Authority

When used under the Plan and Adoption Agreement (and notwithstanding Section 2.2 of the Plan document and Section 1.05 of the Adoption Agreement), the term “Administrator” means the Compensation and Management Development Committee of the Company’s Board (the “Committee”), unless the context requires otherwise (and subject to the delegation provisions hereof). To the extent power or authority is not vested in Fidelity or another third party, the Committee shall have full power and authority to interpret and construe the terms of the Plan and Adoption Agreement, and to administer it, and the Committee’s interpretations and construction

thereof, including, but not limited to, determining the amount or recipient of any benefits to be made therefrom, shall be binding and conclusive on all persons for all purposes. The Board, the Committee, the Benefits Committee appointed by the Board (the “Benefits Committee”), their individual members, and such persons’ agents and representatives shall not be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan unless attributable to willful misconduct or lack of good faith.

The Board, the Committee, and the Benefits Committee may delegate the responsibilities allocated to them under the terms of the Plan to others, including, but not limited to, a Board delegation to the Committee or the Benefits Committee, a Committee or Benefits Committee delegation to one or more members, and a delegation by the Board or one of the committees to Company employees. As long as the delegation is lawful, neither an employee nor any other person shall have the right to raise any questions relating to such delegation of authority and responsibility for interpreting, construing, and administering the Plan.

Key Employee Determination

As permitted by Section 9.6(c) of the Plan, the Plan Sponsor elects to apply an alternative method to identify Participants who will be treated as Key Employees for purposes of the six month delay in distributions, which alternative method is the same as the method for determining “Specified Employees” that is in effect from time to time under Section 7.2 of the Barnes Group Inc. Supplemental Senior Officer Retirement Plan (“SSORP”) or a successor provision of the SSORP or of any successor to the SSORP.

Identification Date for Purposes of Determining Key Employees

The Identification Date for purposes of determining Key Employees under the Plan shall be the same date as the “specified employee identification date” that is in effect from time to time under Section 7.2 of the SSORP or a successor provision of the SSORP or of any successor to the SSORP.

Effective Date for Purposes of Applying the Six Month Delay in Distributions to Key Employees

The effective date for purposes of applying the six month delay in distributions to Key Employees under the Plan shall be the same date as the “specified employee effective date” that is in effect from time to time under Section 7.2 of the SSORP or a successor provision of the SSORP or of any successor to the SSORP.

Certain Code Section 409A Issues

Notwithstanding any provision of the Plan (including, but not limited to Section 9.2), Adoption Agreement, or this Addendum to the contrary, installment payments to a Participant or Beneficiary shall be treated as a series of separate payments and not as a single payment.

Any compensation that may be paid or provided pursuant to this Plan is intended to qualify for an exclusion from Section 409A of the Code or to comply with Section 409A of the Code, so that none of such compensation will be includible in any Plan Participant’s federal gross income pursuant to Section 409A(a)(1)(A) of the Code. This Plan shall be administered, interpreted, and construed to carry out such intention, and any provision of this Plan that cannot be so administered, interpreted and construed shall to that extent be disregarded. However, the Company and any other person or entity with any responsibility for the Plan (including, but not limited to, the Board) do not represent, warrant or guarantee that any compensation that may be paid or provided pursuant to this Plan will not be includible in a Plan Participant’s federal gross income pursuant to Section 409A(a)(1)(A) of the Code, nor do the Company and other persons and entities with any responsibility for the Plan make any other representation, warranty or guaranty to any Plan Participant as to the tax consequences of this Plan or of participation in this Plan. If, notwithstanding the foregoing, amounts are includible in a Plan Participant’s federal gross income pursuant to Section 409A(a)(1)(A) of the Code, the payment of benefits will be accelerated to the extent determined by the Committee and permitted by Treasury Regulation section 1.409A-3(j)(vii).

Amendment and Termination

This Addendum I (and any other addendum) may be amended and terminated to the same extent as any other provision of the Plan, consistent with Article 10 thereof.

EX-10.36

Exhibit 10.36

BARNES GROUP INC.

STOCK AND INCENTIVE AWARD PLAN

PERFORMANCE SHARE AWARD SUMMARY OF GRANT

For Officers and Other Individuals as Designated by the CMDC

Barnes Group Inc., a Delaware corporation (the “Company”), under the Barnes Group Inc. Stock and Incentive Award Plan, as amended (the “Plan”), hereby grants to the individual named below (“You” or “Grantee”) this Performance Share Award (also referred to as Performance Share Unit Award) (the “Grant”), representing the target number of performance shares set forth below (each a “Performance Share”) that may be earned by You based on the level of achievement of the Performance Goals. Each Performance Share entitles You to one share of Common Stock. The actual number of Performance Shares earned will be based on the actual performance level achieved with respect to the Performance Goals set forth on Schedule A. The Performance Shares are subject to this Performance Share Award Summary of Grant (the “Summary of Grant”), and the Performance Share Award Agreement attached as Exhibit A (the “Performance Share Award Agreement”) and the Plan, both of which are incorporated herein by reference and made part hereof. The Grant also entitles You to be paid Dividend Equivalents as set forth in the Performance Share Award Agreement. Unless otherwise defined, capitalized terms used in this Summary of Grant and the Performance Share Award Agreement have the meanings set forth in the Plan.

Grantee:	[__________________________]
Grant Date:	[______] [__], [___]
Target Award:	[______] Performance Shares
Performance Period:	The 3 year period beginning on January 1, 2012 and ending on December 31, 2014.
Performance Goals:	The Performance Goals are based on the performance measures set forth on Schedule A.
Vesting Schedule	The Performance Shares will be earned based on the performance level achieved with respect to the Performance Goals if, except as provided otherwise in the Performance Share Award Agreement, You continue employment with Company through the third anniversary of the Grant Date. The number of Performance Shares set forth above is equal to the target number of shares of Common Stock that the Grantee will earn for 100% achievement of the Performance Goals (referred to as the “Target Award”). The actual number of shares of Common Stock that You will earn with respect to the Performance Shares may be greater or less than the Target Award, or even zero, and will be based on the performance level achieved by the Company with

respect to the Performance Goals, as set forth on Schedule A. Performance level is measured based on the threshold, target and maximum performance levels set forth on Schedule A. Each performance level is calculated as a percentage of target level performance. Threshold performance level is 33% of target, target performance level is 100% of target, maximum performance level is 150% of target, maximum+ performance level is 200% of target and maximum++ performance level is 250% of target. If actual performance is between performance levels, the number of Performance Shares earned will be interpolated on a straight line basis for pro-rata achievement of the Performance Goals, rounded down to the nearest whole number. Failure to achieve the threshold performance level with respect to a Performance Goal will result in no Performance Shares being earned with respect to that Performance Goal.

Grant Acceptance:

You agree to be bound by the Plan, the Performance Share Award Agreement and this Summary of Grant by electronically acknowledging and accepting the Grant following the date of the Company’s electronic or other written notification to You of the Grant. You accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan, this Summary of Grant or the Performance Share Award Agreement. In no event do You acquire any rights to the Grant unless You electronically accept, no later than 60 days after the Grant Date, this Summary of Grant and the attached Performance Share Award Agreement.

You acknowledge that the Plan and the Plan prospectus are available as part of the online grant package with E*Trade and Barnes Net at http://barnesnet.barnesgrp.net/Legal/default.aspx, respectively, and that paper copies of the Plan and the Plan prospectus are available upon request by contacting the Manager, Stockholder Relations, Monique B. Marchetti, at mmarchetti@bginc.com or 860-973-2185.

Schedule A

The number of Performance Shares that may be earned will be determined based on the actual performance level achieved with respect to the following performance measures during the Performance Period: 3-Year Total Stockholder Return (“TSR”); 3-Year Basic Earnings Per Share (“EPS”) Growth; and 3-Year EBITDA Growth (collectively referred to as the “Performance Goals,” and each individual measure, a “Performance Goal”). The chart below sets forth the applicable weighting of each performance measure and the Performance Goals needed to be achieved at each performance level for such performance measure during the Performance Period:

January 1, 2012-December 31, 2014 Performance Period

Performance Measure	Weight	Performance Level	Performance Goals	Performance Shares Earned as a Percentage of Target (% of Target) *
3-Year TSR** 3-Year Basic EPS Growth*** 3-Year EBITDA Growth****	33.3334% each	Threshold	Achieve 33rd percentile ranking within the Russell 2000	33.00%
		Target	Achieve 50th percentile ranking within the Russell 2000	100.00%
		Maximum	Achieve 66th percentile ranking within the Russell 2000	150.00%
		Maximum+	Achieve 75th percentile ranking within the Russell 2000	200.00%
		Maximum++	Achieve 85th percentile ranking within the Russell 2000	250.00%
* The actual number of Performance Shares that will be earned is based on the Company’s percentile ranking within the Russell 2000 Index at the end of the Performance Period. Actual performance level achievement between each performance level will be interpolated on a straight line basis rounded down to the nearest whole number; provided that if the actual performance level achieved does not meet threshold performance (i.e., less than 33%) for the applicable performance measure, then no Performance Shares will be earned for that performance measure pursuant to this Grant. Threshold level performance may be achieved for one performance measure and not another based on the Company’s actual performance during the Performance Period. The actual number of Performance Shares earned will be determined by the Committee based on the actual performance level achieved with respect to each of the applicable Performance Goals, factoring in the weighting for each performance measure. The maximum number of Performance Shares that may be earned pursuant to this Grant is capped at 250% of the Target Award. ** 3-Year TSR represents the comparison between the Opening Average Share Value and the Closing Average Share Value, plus cumulative dividends during the Performance Period. At the end of the Performance Period, the TSR for the Company and each company in the Russell 2000 Index will be calculated by dividing the Closing Average Share Value by the Opening Share Value. For purposes of this Grant, the term “Closing Average Share Value” means the average closing value of the common stock, for the 20 trading days ending on the last day of the Performance Period (i.e., the 20 trading days ending on December 31, 2014) (the “20-day period”), which will be calculated as follows: (i) determine the closing price of the common stock on each trading date during the 20-day period, (ii) average the amounts so determined for the 20-day period; the term “Opening Average Share Value” means the average of the closing price of a share of common stock for the 20 trading days preceding the start of the Performance Period (i.e., January 1, 2012);  *** 3-Year Basic EPS Growth represents earnings per share after the effect of conversion of convertible preferred, convertible debentures, and options and warrants which have been identified as common stock equivalents and before extraordinary items. Growth will be computed as Basic EPS in Year 3 divided by Basic EPS in the year preceding this award (i.e. 2011). ****3-Year EBITDA Growth represents Operating Income Before Depreciation and Amortization. EBITDA will be computed as EBITDA in Year 3 divided by EBITDA in the year preceding this award (i.e. 2011).

EXHIBIT A

PERFORMANCE SHARE AWARD AGREEMENT

Under the provisions of the Barnes Group Inc. Stock and Incentive Award Plan, as amended through December 10, 2010, (the “Plan”), the Compensation and Management Development Committee of the Company’s Board of Directors (the “Committee”) has authorized the execution of this Agreement. Capitalized terms used in this Agreement and not otherwise defined herein will have the same meaning as provided for in the Plan or Summary of Grant, as applicable.

NOW, THEREFORE, in consideration of the agreements of each, and for other good and valuable consideration, the parties agree as follows:

1.Contingent Dividend Equivalents. You may be entitled to receive from the Company the cash payments described below, if (and only if) the Performance Shares are earned during the Performance Period pursuant to the Performance Share Award Summary of Grant. You understand and agree that, if the Company cancels the Performance Shares, the Dividend Equivalents that would have been payable if those Performance Shares had not been cancelled will automatically be cancelled, without action by the Company (other than its action cancelling those Performance Shares) and without the payment of any consideration to You, unless the Committee provides otherwise when those Performance Shares are cancelled or at a prior time.

2.Calculation of Dividend Equivalents. At the end of the Performance Period, or a prior date on which a portion of the Performance Shares have been earned pursuant to this Agreement, (the “End Date”) after the determination of the number of Performance Shares that have been earned, there will be calculated the dividends that were paid (other than a dividend paid in Common Stock, which is subject to the adjustment provided in Section 10 of the Plan) to the holders of Common Stock, the record date of which fell during the period commencing on the Grant Date and ending on the End Date (each a “Dividend Payment Date”). The Company will credit and pay to you, at the time specified in 5(a) below, an amount of money (“Dividend Equivalents”) determined by multiplying (a) the number of Performance Share Shares earned on the End Date (if any), times (b) the dividend per share paid on each Dividend Payment Date. However, if the dividend is paid in property other than cash, the amount of money to be paid to You in respect of such dividend will be determined by multiplying (i) the number of the Performance Shares (if any), times (ii) the fair market value on each Dividend Payment Date of the property that was paid per share of Common Stock as a dividend on such Dividend Payment Date. The fair market value of the property that was paid will be determined by the Committee in its sole and absolute discretion.

Any provision of this Agreement to the contrary notwithstanding, in no event (except on Death, Disability or a Change in Control as a result of which Performance Shares are deemed earned pursuant to this Agreement) will any payment be made pursuant to this Section unless the Committee certifies in writing that the performance goals applicable to the related Performance Shares and any other material terms (within the meaning of Treasury Regulation section 1.162-27(e)(5)) applicable to such payment were in fact satisfied.

3.Vesting of Grant. The Performance Shares will be earned based on the actual performance level achieved with respect to the Performance Goals set forth on Schedule A of the Performance Share Award Summary of Grant and You remaining continuously employed by the Company through the third anniversary of the Grant Date.

4.Forfeiture or Earning of Performance Share Awards Prior to the End of the Performance Period.

(a)Notwithstanding the vesting schedule contained in the Performance Share Award Summary of Grant, the vesting schedule may change under one of the following conditions:

(i)Voluntary Termination or Termination for Cause. If You initiate a Separation from Service other than as a result of (A) death, (B) Disability, or (C) a Separation from Service by Reason of Retirement or if you have a Separation from Service initiated by the Company and/or its Subsidiaries for Cause, in each case, before the third anniversary of the Grant Date, then the Grant will terminate with respect to all Performance Shares, whether or not earned as of the date of the Separation from Service, and You will not be entitled to any distribution of shares for any Performance Shares.

(ii)Involuntary Termination. If You have a Separation from Service initiated by the Company and/or its Subsidiaries without Cause before the last day of the Performance Period, and if, at least 1 year has passed since the Grant Date, then on the last day of the Performance Period, the number of Performance Shares that will be deemed earned will equal the number of Performance Shares actually earned pursuant to the Grant, as determined at the end of the Performance Period, multiplied by a fraction equal to the total days worked from the beginning of the Performance Period to the date of the Separation from Service, divided by the total number of days in the Performance Period.

(iii)Death or Disability. If You have a Separation from Service as a result of Your death or incur a Disability, in each case, before the last day of the Performance Period, then on the date of that Separation from Service or Disability, the number of Performance Shares that will be deemed earned will equal the number of Performance Shares subject to the award at target multiplied by a fraction equal to the total days worked from the beginning of the Performance Period to the date of death or Disability, divided by the total number of days in the Performance Period.

(iv)Retirement.

(A)If You have a Separation from Service by Retirement before the last day of the Performance Period (so long as there is no Cause), and if, at least 2 years have passed since the Grant Date, then on the last day of the Performance Period, the number of Performance Shares that will be deemed earned will equal the number of Performance Shares actually earned pursuant to the Grant, as determined at the end of the Performance Period, multiplied by a fraction equal to the total days worked from the beginning of the Performance Period to the date of the Separation from Service by Retirement, divided by the total number of days in the Performance Period.

(B)If You have a Separation from Service by Retirement before the last day of the Performance Period (so long as there is no Cause), and if, less than 2 years have passed since the Grant Date, then on the last day of the Performance Period, the number of Performance Units that will be deemed earned will be the lesser of (1) the number of Performance Units actually earned pursuant to the Grant, as determined at the end of the Performance Period, or (2) the number of Performance Units subject to the award at target, in either case, multiplied by a fraction equal to the total days worked from the beginning of the Performance Period to the date of the Separation from Service by Retirement, divided by the total number of days in the Performance Period.

(v)Change in Control. If You remain employed with the Company from the Grant Date to the date, if any, on which a Change in Control occurs before the last day of the Performance Period, except as otherwise provided in Your employment agreement, if applicable, the number of Performance Shares that will be deemed earned will equal the sum of (A) the number of Performance Shares subject to the award earned for each completed year (1/3 of the total number that would be earned for the full Performance Period based upon actual performance in the completed year(s)) of the Performance Period, if any, based on the achievement of the Performance Goals, plus (B) the target number of Performance Shares for each incomplete year of the Performance Period, if you are terminated (1) by the Company without Cause or (2) You terminate employment for Good Reason, in either case, if such termination occurs on or within 2 years following the Change in Control.

(b)Acceptance. All Performance Shares that are not earned in accordance with the terms of this Agreement and the Performance Share Award Summary of Grant will be forfeited. By electronically accepting this Grant, You irrevocably consent to any forfeiture of Performance Shares required or authorized by this Agreement.

5.Issuance of Shares.

(a)Except as otherwise provided below, a share of Common Stock will be issued to You in payment of each Performance Share that is deemed earned pursuant to the terms of this Agreement as soon as practicable in the year (but no later than July 1) following the year in which such Grant is deemed earned (which date during that period will be determined by the Company). In the event a distribution is due under Section 4(a)(ii) prior to the end of the Performance Period, the shares will be issued as soon as practicable following the date of the event giving rise to the payment, but no later than 60 days following the date of the event. In the event a distribution is due under Section 4(a)(v) prior to the end of the Performance Period, the shares will be issued on the first day of the seventh month following the date of termination.

(b)Notwithstanding any provision of this Agreement to the contrary, (i) no “distributions” (within the meaning of Treasury Regulation Section 1.409A-1(c)(3)(v)) of deferred compensation that is subject to Section 409A of the Code may be made pursuant to this Agreement to a “specified employee” (within the meaning of Treasury Regulation Section 1.409A-1(i)) (“Specified Employee”) due to a Separation from Service before the date that is 6 months after the date of such Specified Employee’s Separation from Service (or, if earlier than the end of the 6 month period, the date of his death); and (ii) any distribution that, but for the preceding clause (i), would be made before the

date that is 6 months after the date of the Specified Employee’s Separation from Service will be paid on the first day of the seventh month following the date of his Separation from Service (or, if earlier, within 14 days after the date of his death). For the avoidance of doubt, the preceding sentence will apply to any payment (and only to any payment) pursuant to this Agreement to which Code Section 409A(a)(2)(B)(i) (relating to Specified Employees) applies, and will not apply to any payment that is not subject to Code Section 409A as a result of Treasury Regulation Section 1.409A-1(b)(4) (relating to short-term deferrals) or otherwise. Your right to any series of payments pursuant to this Agreement will be treated as a right to a series of separate payments within the meaning of Treasury Regulation Section 1.409A-2(b)(2)(iii), including without limitation for purposes of the short-term deferral rule set forth in Treasury Regulation Section 1.409A-1(b)(4).

(c)In no event, except a Change in Control or a Grantee’s Separation from Service as a result of death or Disability, as a result of which Performance Shares are deemed earned pursuant to this Agreement, will any shares be issued in payment of Performance Shares unless the Committee certifies in writing that the performance goals and any other material terms (within the meaning of Treasury Regulation Section 1.162-27(e)(5)) were in fact satisfied with respect to such Performance Shares. Such certification will be final, conclusive and binding on You, and on all other persons, to the maximum extent permitted by law.

(d)The shares to be issued will be credited to a brokerage account established by the Company in Your name (or, in the event of Your death, in the name of Your Beneficiary) in payment of such Performance Shares. All shares of Common Stock issued under this Agreement will be duly authorized, validly issued, fully paid and non-assessable.

6.Your Commitments; Recoupment.

(a)If You, at any time before the Grant terminates: (i) directly or indirectly, whether as an owner, partner, shareholder, consultant, agent, employee, investor or in any other capacity, accept employment by, render services for or otherwise assist any other business which competes with the business conducted by the Company or any of its Subsidiaries in which You worked during Your last 2 years with the Company or any of its Subsidiaries; (ii) directly or indirectly, hire or solicit or arrange for the hiring or solicitation of any employee of the Company or any of its Subsidiaries, or encourage any such employee to leave such employment; (iii) use, disclose, misappropriate or transfer confidential or proprietary information concerning the Company or any of its Subsidiaries (except as required by Your work responsibilities with the Company or any of its Subsidiaries); or (iv) are convicted of a crime against the Company or any of its Subsidiaries; or (v) engage in any activity in violation of the policies of the Company or any of its Subsidiaries, including without limitation the Company’s Code of Business Ethics and Conduct, or, at any time, engage in conduct adverse to the best interests of the Company or any of its Subsidiaries; then should any of the foregoing events occur, the Grant will be canceled, unless the Committee, in its sole discretion, elects not to cancel such Grant. The obligations in this Section are in addition to any other agreements related to non-competition, non-solicitation and preservation of Company confidential and proprietary information entered into between You and the Company, and nothing herein is intended to waive, modify, alter or amend the terms of any such other agreement.

(b)You agree that You will be subject to any compensation, clawback and recoupment policies that may be applicable to You, as in effect from time to time and as approved by the Board or the Committee, whether or not approved before or after the Grant Date.

7.Restrictions on Grant. In no event may (a) You sell, exchange, transfer, assign, pledge, hypothecate, mortgage or dispose of the Grant or any interest therein, nor (b) the Grant or any interest therein be subject to anticipation, attachment, garnishment, levy, encumbrance or charge of any nature, voluntary or involuntary, by operation of law or otherwise and any attempt to do so, whether voluntary or involuntary, will be null and void and no other party will obtain any rights to or interest in the Grant. You may designate a Beneficiary to receive the Grant in the event of Your death in accordance with Section 2(d) of the Plan. Any Beneficiary will receive the Grant subject to all of the terms, conditions and restrictions set forth in this Agreement, including but not limited to the forfeiture provisions set forth in this Agreement.

8.Taxes and Withholding. The Committee may cause to be made, as a condition precedent to any payment or transfer of stock hereunder, appropriate arrangements for the withholding of any Federal, state or local taxes. If applicable, the Company will have the right, in its discretion, to deduct from any Dividend Equivalents payable pursuant to this Agreement, and from any shares to be issued pursuant to this Agreement, cash and/or shares, valued at Fair Market Value on the date of payment, in an amount necessary to satisfy all Federal, state and local taxes required by law to be withheld with respect to such Dividend Equivalents, cash and/or shares. You may be required to pay to the Company, prior to delivery of certificates representing such shares and prior to such shares being credited to a book entry account in Your name, the amount of any such taxes. The Company will accept whole shares of Common Stock of equivalent Fair Market Value in payment of the Company’s minimum statutory withholding tax obligations if You elect to make payment in shares.

9.Compliance with Law. The Company will make reasonable efforts to comply with all applicable federal and state securities laws. However, no shares or other securities will be issued pursuant to this Agreement if their issuance would result in a violation of any such law. If at any time the Committee determines, in its discretion, that the listing, registration or qualification of any shares subject to this Grant upon any securities exchange or under any state or Federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of this Grant or the issue of shares hereunder, no rights under the Grant may be exercised and shares of Common Stock may not be issued pursuant to the Grant, in whole or in part, unless such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Committee and any delay will in no way affect the dates of vesting or forfeiture of the Grant.

10.Amendments; Integrated Agreement. This Agreement may only be amended in a writing signed by You and an officer of the Company duly authorized to do so. This Agreement contains the entire agreement of the parties relating to the subject matter of this Agreement and supersedes and replaces all prior agreements and understandings with respect to such subject matter, and the parties have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein.

11.Relation to Plan; Interpretation. The Grant is granted under the Plan, and the Grant and this Agreement are each subject to the terms and conditions of the Plan, which is incorporated in this Agreement by reference. In the event of any inconsistent provisions between this Agreement and the Plan, the provisions of the Plan control. References to Sections are to Sections of this Agreement unless otherwise noted. The titles to Sections of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the title of any Section.

12.Notices. Any notice hereunder by You will be given to the Senior Vice President Human Resources and the Corporate Secretary in writing and such notice and any payment by You will be deemed duly given or made only upon receipt by the Corporate Secretary at Barnes Group Inc., 123 Main Street, Bristol, Connecticut 06010, U.S.A., or at such other address as the Company may designate by notice to You. Any notice to You will be in writing and will be deemed duly given if delivered to You in person or mailed or otherwise delivered to You at such address as You may have on file with the Company from time to time.

13.Interpretation and Disputes. This Agreement will be interpreted and construed, and all determinations will be made, by the Committee, and any such interpretation, construction or determination will be final, binding and conclusive on the Company and You. In the event there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan will govern.

Any claim, demand or controversy arising from such interpretation, construction or determination by the Committee shall be submitted first to a mediator in accordance with the rules of the American Arbitration Association (“AAA”) by submitting a mediation request to the Administrator within 30 days of the date of the Committee’s interpretation or construction. The mediation process shall conclude upon the earlier of: (a) the resolution of the dispute; (b) a determination by either the mediator or one or more of the parties that all settlement possibilities have been exhausted and there is no possibility of resolution; or (c) 30 days have passed since the filing of a request to mediate with the AAA. A party who has previously submitted a dispute to mediation, and which dispute has not been resolved, may submit such dispute to binding arbitration pursuant to the rules of the AAA. Any arbitration proceeding for such dispute must be initiated within 14 days from the date that the mediation process has concluded. The prevailing party shall recover its costs and reasonable attorney’s fees incurred in such arbitration proceeding. You and the Company specifically understand and agree that the failure of a party to timely initiate a proceeding hereunder shall bar the party from any relief or other proceeding and any such dispute shall be deemed to have been finally and completely resolved. All mediation and arbitration proceedings shall be conducted in Bristol, Connecticut or such other location as the Company may determine and You agree that no objection shall be made to such jurisdiction or venue, as a forum non conveniens or otherwise. The arbitrator’s authority shall be limited to resolution of the legal disputes between the parties and the arbitrator shall not have authority to modify or amend this Agreement or the Committee’s interpretation or construction thereof, or abridge or enlarge rights available under applicable law. Any court with jurisdiction over the parties may enforce any award made hereunder.

14.General.

(a)Nothing in this Agreement confers upon You any right to continue in the employ or other service of the Company or any Subsidiary, or limit in any manner the right of the Company, its stockholders or any Subsidiary to terminate Your employment or adjust Your compensation.

(b)You have no rights as a stockholder with respect to any shares that may be issued pursuant to this Agreement until the date of issuance to You of a stock certificate for such shares or the date of a credit for such shares in a brokerage account in Your name.

(c)This Agreement is binding upon the successors and assigns of the Company and upon Your Beneficiary, estate, legal representatives, legatees and heirs.

(d)This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.

(e)If applicable, any shares that may be earned pursuant to this Agreement are intended to qualify as “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code. Any provision of this Agreement that would prevent any such shares from so qualifying will be administered, interpreted and construed to carry out such intention, and any provision that cannot be so administered, interpreted and construed will to that extent be disregarded.

15.Definitions.

(a)“Cause” means (i) Your willful and continued failure to substantially perform Your duties with the Company (other than any such failure resulting from the Your incapacity due to physical or mental illness) or (ii) Your willful engaging in conduct which is demonstrably and materially injurious to the Company or its Subsidiaries, monetarily or otherwise.

(b)“Disability” means, for Options, “disability” as defined in the Company’s long-term disability plan as in effect from time to time (or, if that plan is not in effect at the time in question, as it was last in effect). For Restricted Stock Units and Performance Shares, “Disability” means “disability” as set forth in Treasury Regulation Section 1.409A-3(i)(4)(i).

(c)“Good Reason” means “good reason” as defined in the Company’s Severance Plan or in an employment or severance agreement if applicable.

(d)“Retirement” means retirement from the Company or a Subsidiary on or after the first anniversary of the Grant Date and at age 62 or later with a minimum of 5 full years of service with the Company and/or its Subsidiaries.

(e)“Separation from Service” means a “separation from service with the employer” within the meaning of Treasury Regulation Section 1.409A-1(h), where the “employer” means the Company and all corporations and trades or businesses with which the Company would be considered a

single employer under Section 414(b) or Section 414(c) of the Code (as determined in accordance with the first sentence of Treasury Regulation Section 1.409A-1(h)(3)).

(f)“Separation from Service by Retirement” means a Separation from Service from the Company or a Subsidiary on or after the first anniversary of the Grant Date and at age 62 or later with a minimum of 5 full years of service with the Company and/or its Subsidiaries under circumstances that do not constitute Cause.

EX-10.37

Exhibit 10.37

BARNES GROUP INC.

STOCK AND INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT SUMMARY OF GRANT

For Employees

Barnes Group Inc., a Delaware corporation (the “Company”), under the Barnes Group Inc. Stock and Incentive Award Plan, as amended (the “Plan”), hereby grants to the individual named below (“You” or “Grantee”) this Restricted Stock Unit Award (the “Grant”), representing the number of restricted stock units set forth below (each a “Restricted Stock Unit”). This Grant entitles You to receive, without payment to the Company and at the applicable time or times set forth below, a number of shares of Common Stock equal to the number of Restricted Stock Units listed below that vest subject to this Restricted Stock Unit Summary of Grant (this “Summary of Grant”), and the Restricted Stock Unit Agreement attached as Exhibit A (the “Restricted Stock Unit Agreement”) and the Plan, both of which are incorporated herein by reference and made part hereof. The Grant also entitles You to be paid Dividend Equivalents as set forth in the Restricted Stock Unit Agreement. Unless otherwise defined, capitalized terms used in this Summary of Grant and the Restricted Stock Agreement have the meanings set forth in the Plan.

Grantee:	[__________________________]
Grant Date:	February__, 2012
Number of Restricted Stock Units and Vesting Schedule:	[________] Restricted Stock Units. The Restricted Stock Units will vest as to 1/3 on the 18-month, 30-month and 42-month anniversaries of the Grant Date, as follows:
	No. of Restricted Stock Units	Vesting Date
		August __, 2013
		August __, 2014
		August __, 2015
	Except as provided otherwise in the Restricted Stock Unit Agreement, the Restricted Stock Units will vest in accordance with the foregoing vesting schedule if You remain in continued employment with the Company through the applicable vesting date.

Grant Acceptance:

You agree to be bound by the Plan, the Restricted Stock Unit Agreement and this Summary of Grant by electronically acknowledging and accepting the Grant following the date of the

Company’s electronic or other written notification to You of the Grant. You accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan, this Summary of Grant or the Restricted Stock Unit Agreement. In no event do You acquire any rights to the Grant unless You electronically accept, no later than 60 days after the Grant Date, this Summary of Grant and the attached Restricted Stock Unit Grant Agreement.

You acknowledge that the Plan and the Plan prospectus are available as part of the online grant package with E*Trade and Barnes Net at http://barnesnet.barnesgrp.net/Legal/default.aspx, respectively, and that paper copies of the Plan and the Plan prospectus are available upon request by contacting the Manager, Stockholder Relations, Monique B. Marchetti, at mmarchetti@bginc.com or 860-973-2185.

EXHIBIT A

RESTRICTED STOCK UNIT AGREEMENT

Under the provisions of the Barnes Group Inc. Stock and Incentive Award Plan, as amended through December 10, 2010, (the “Plan”), the Compensation and Management Development Committee of the Company’s Board of Directors (the “Committee”) has authorized the execution of this Agreement. Capitalized terms used in this Agreement and not otherwise defined herein will have the same meaning as provided for in the Plan or Summary of Grant, as applicable.

NOW, THEREFORE, in consideration of the agreements of each, and for other good and valuable consideration, the parties agree as follows:

1.Dividend Equivalents. On each date on which a dividend (other than a dividend paid in Common Stock, which is subject to the adjustment provided in Section 10 of the Plan) is paid to the holders of Common Stock, the record date of which falls during the period commencing on the Grant Date and ending on the first date on which all of the Restricted Stock Units have either been forfeited pursuant to this Agreement or paid pursuant to this Agreement as in effect from time to time on or after the Grant Date (a “Dividend Payment Date”), the Company will pay You an amount of money (“Dividend Equivalents”) determined by multiplying (a) the number of the Restricted Stock Units (if any) that were neither forfeited nor paid on or before such dividend record date, times (b) the dividend per share paid on such Dividend Payment Date. However, if the dividend is paid in property other than cash, the amount of money to be paid to You in respect of such dividend will be determined by multiplying (i) the number of the Restricted Stock Units (if any) that were neither forfeited nor paid on or before such dividend record date, times (ii) the fair market value on such Dividend Payment Date of the property that was paid per share of Common Stock as a dividend on such Dividend Payment Date. The fair market value of the property that was paid will be determined by the Committee in its sole and absolute discretion.

For the avoidance of doubt: Your entitlement to be paid Dividend Equivalents pursuant to the first or second sentence of this Section is contingent on Your not having a “Separation from Service” on or before the record date of such Dividend Equivalents or the applicable vesting date of the Restricted Stock Units to which the Dividend Equivalents relate.

2.Forfeiture of Restricted Stock Units. Notwithstanding the vesting schedule contained in the Restricted Stock Unit Summary of Grant, the vesting schedule may change under one of the following conditions:

(a)Voluntary or Involuntary Termination. If You have a Separation from Service for any reason other than (i) death, (ii) Disability, or (iii) Separation from Service by Retirement (to the extent set forth in (d) below), any Restricted Stock Units that have not become non-forfeitable on or before the date on which You have a Separation from Service will be

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forfeited as of that date, and all of Your rights and interest in and to such forfeited Restricted Stock Units will thereupon terminate without payment of consideration by the Company. No Grant or other amount payable to You will be reduced by the amount of any Dividend Equivalents previously paid to You with respect to the forfeited Restricted Stock Units.

(b)Death or Disability. If You have a Separation from Service on account of Your death or incur a Disability (and irrespective of whether a Separation from Service occurs at the time of such Disability), then any Restricted Stock Units that did not become non-forfeitable before the date on which Your death or Disability occurs will become non-forfeitable on that date.

(c)Retirement. If You have a Separation from Service by Retirement (so long as there is no Cause), and if, at least 2 years have passed since the Grant Date, then the portion of any Restricted Stock Units that did not become non-forfeitable before the date of Separation from Service by Retirement will become non-forfeitable on that date.

(d)Change in Control. If You did not have a Separation from Service before the date, if any, on which a “change in control event” occurs (within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) & (ii)), then, except as otherwise provided in Your employment agreement with the Company, if applicable, any Restricted Stock Units that did not become non-forfeitable before the Change in Control will become non-forfeitable upon termination of employment (i) by the Company without Cause, (ii) by You for Good Reason, (iii) on account of death, (iv) on account of Disability, or (v) on account of Your Retirement, in each case, if such termination occurs on or within 2 years following the Change in Control.

(e)Acceptance. By electronically accepting this Grant, You irrevocably consent to any forfeiture of Restricted Stock Units required or authorized by this Agreement.

3.Issuance of Shares. If a Restricted Stock Unit becomes non-forfeitable pursuant to the terms of this Agreement, a share of Common Stock will be credited to a brokerage account established by the Company in Your name (or, in the event of Your death, in the name of Your Beneficiary) in payment of such Restricted Stock Unit on the date on which the Restricted Stock Unit becomes non-forfeitable or as soon as practicable thereafter, but not later than 60 days thereafter (which date during that 61 day period will be determined by the Company). All shares of Common Stock issued under this Agreement will be duly authorized, validly issued, fully paid and non-assessable.

4.Code Section 409A. Notwithstanding the preceding provisions of this Section or any other provision of this Agreement to the contrary, if You are a specified employee (within the meaning of Treasury Regulation Section 1.409A-1(i)) on the date of a Separation from Service, any payment to be made pursuant to this Agreement that constitutes deferred compensation that is subject to Section 409A of the Code and that is to be paid due to a Separation from Service during the 6 month period following a Separation from Service (a “Delayed Payment”) will not be paid during that 6 month period but will instead be accumulated and paid on the first day of

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the seventh month following the date of the Separation from Service (or, if earlier, within 14 days after the death of You)(the “Delayed Payment Date”). For the avoidance of doubt, the preceding sentence will apply to any payment (and only to any payment) pursuant to this Agreement to which Code Section 409A(a)(2)(B)(i) (relating to specified employees) applies, and will not apply to any payment that is not subject to Code Section 409A as a result of Treasury Regulation Section 1.409A-1(b)(4) (relating to short-term deferrals) or otherwise. Also for the avoidance of doubt, any Delayed Payment will accrue Dividend Equivalents until it is paid pursuant to the preceding provisions of this Section, which Dividend Equivalents will be accumulated and deemed reinvested in additional Restricted Stock Units at Fair Market Value on the Dividend Payment Date of such Dividend Equivalents (which additional Restricted Stock Units may also accrue Dividend Equivalents) and which will be paid (in money) on the Delayed Payment Date based on the Fair Market Value of such additional Restricted Stock Units on the Delayed Payment Date. Your right to any series of payments of Restricted Stock Units or Dividend Equivalents pursuant to this Agreement will be treated as a right to a series of separate payments within the meaning of Treasury Regulation Section 1.409A-2(b)(2)(iii), including without limitation for purposes of the short-term deferral rule set forth in Treasury Regulation Section 1.409A-1(b)(4).

5.Your Commitments; Recoupment.

(a)If You, at any time before the Grant terminates: (i) directly or indirectly, whether as an owner, partner, shareholder, consultant, agent, employee, investor or in any other capacity, accept employment by, render services for or otherwise assist any other business which competes with the business conducted by the Company or any of its Subsidiaries in which You worked during Your last 2 years with the Company or any of its Subsidiaries; (ii) directly or indirectly, hire or solicit or arrange for the hiring or solicitation of any employee of the Company or any of its Subsidiaries, or encourage any such employee to leave such employment; (iii) use, disclose, misappropriate or transfer confidential or proprietary information concerning the Company or any of its Subsidiaries (except as required by Your work responsibilities with the Company or any of its Subsidiaries); or (iv) are convicted of a crime against the Company or any of its Subsidiaries; or (v) engage in any activity in violation of the policies of the Company or any of its Subsidiaries, including without limitation the Company’s Code of Business Ethics and Conduct, or, at any time, engage in conduct adverse to the best interests of the Company or any of its Subsidiaries; then should any of the foregoing events occur, the Grant will be canceled, unless the Committee, in its sole discretion, elects not to cancel such Grant. The obligations in this Section are in addition to any other agreements related to non-competition, non-solicitation and preservation of Company confidential and proprietary information entered into between You and the Company, and nothing herein is intended to waive, modify, alter or amend the terms of any such other agreement.

(b)You agree that You will be subject to any compensation, clawback and recoupment policies that may be applicable to You, as in effect from time to time and as approved by the Board or the Committee, whether or not approved before or after the Grant Date.

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6.Restrictions on Grant. In no event may (a) You sell, exchange, transfer, assign, pledge, hypothecate, mortgage or dispose of the Grant or any interest therein, nor (b) the Grant or any interest therein be subject to anticipation, attachment, garnishment, levy, encumbrance or charge of any nature, voluntary or involuntary, by operation of law or otherwise and any attempt to do so, whether voluntary or involuntary, will be null and void and no other party will obtain any rights to or interest in the Grant. You may designate a Beneficiary to receive the Grant in the event of Your death in accordance with Section 2(d) of the Plan. Any Beneficiary will receive the Grant subject to all of the terms, conditions and restrictions set forth in this Agreement, including but not limited to the forfeiture provisions set forth in this Agreement.

7.Taxes and Withholding. The Committee may cause to be made, as a condition precedent to any payment or transfer of stock hereunder, appropriate arrangements for the withholding of any Federal, state or local taxes. If applicable, the Company will have the right, in its discretion, to deduct from any Dividend Equivalents payable pursuant to this Agreement, and from any shares to be issued pursuant to this Agreement, cash and/or shares, valued at Fair Market Value on the date of payment, in an amount necessary to satisfy all Federal, state and local taxes required by law to be withheld with respect to such Dividend Equivalents, cash and/or shares. You may be required to pay to the Company, prior to delivery of certificates representing such shares and prior to such shares being credited to a book entry account in Your name, the amount of any such taxes. The Company will accept whole shares of Common Stock of equivalent Fair Market Value in payment of the Company’s minimum statutory withholding tax obligations if You elect to make payment in shares.

8.Compliance with Law. The Company will make reasonable efforts to comply with all applicable federal and state securities laws. However, no shares or other securities will be issued pursuant to this Agreement if their issuance would result in a violation of any such law. If at any time the Committee determines, in its discretion, that the listing, registration or qualification of any shares subject to this Grant upon any securities exchange or under any state or Federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of this Grant or the issue of shares hereunder, no rights under the Grant may be exercised and shares of Common Stock may not be issued pursuant to the Grant, in whole or in part, unless such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Committee and any delay will in no way affect the dates of vesting or forfeiture of the Grant.

9.Amendments; Integrated Agreement. This Agreement may only be amended in a writing signed by You and an officer of the Company duly authorized to do so. This Agreement contains the entire agreement of the parties relating to the subject matter of this Agreement and supersedes and replaces all prior agreements and understandings with respect to such subject matter, and the parties have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein.

10.Relation to Plan; Interpretation. The Grant is granted under the Plan, and the Grant and this Agreement are each subject to the terms and conditions of the Plan, which is

6

incorporated in this Agreement by reference. In the event of any inconsistent provisions between this Agreement and the Plan, the provisions of the Plan control. References to Sections are to Sections of this Agreement unless otherwise noted. The titles to Sections of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the title of any Section.

11.Notices. Any notice hereunder by You will be given to the Senior Vice President Human Resources and the Corporate Secretary in writing and such notice and any payment by You will be deemed duly given or made only upon receipt by the Corporate Secretary at Barnes Group Inc., 123 Main Street, Bristol, Connecticut 06010, U.S.A., or at such other address as the Company may designate by notice to You. Any notice to You will be in writing and will be deemed duly given if delivered to You in person or mailed or otherwise delivered to You at such address as You may have on file with the Company from time to time.

12.Interpretation and Disputes. This Agreement will be interpreted and construed, and all determinations will be made, by the Committee, and any such interpretation, construction or determination will be final, binding and conclusive on the Company and You. In the event there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan will govern.

Any claim, demand or controversy arising from such interpretation, construction or determination by the Committee shall be submitted first to a mediator in accordance with the rules of the American Arbitration Association (“AAA”) by submitting a mediation request to the Administrator within 30 days of the date of the Committee’s interpretation or construction. The mediation process shall conclude upon the earlier of: (a) the resolution of the dispute; (b) a determination by either the mediator or one or more of the parties that all settlement possibilities have been exhausted and there is no possibility of resolution; or (c) 30 days have passed since the filing of a request to mediate with the AAA. A party who has previously submitted a dispute to mediation, and which dispute has not been resolved, may submit such dispute to binding arbitration pursuant to the rules of the AAA. Any arbitration proceeding for such dispute must be initiated within 14 days from the date that the mediation process has concluded. The prevailing party shall recover its costs and reasonable attorney’s fees incurred in such arbitration proceeding. You and the Company specifically understand and agree that the failure of a party to timely initiate a proceeding hereunder shall bar the party from any relief or other proceeding and any such dispute shall be deemed to have been finally and completely resolved. All mediation and arbitration proceedings shall be conducted in Bristol, Connecticut or such other location as the Company may determine and You agree that no objection shall be made to such jurisdiction or venue, as a forum non conveniens or otherwise. The arbitrator’s authority shall be limited to resolution of the legal disputes between the parties and the arbitrator shall not have authority to modify or amend this Agreement or the Committee’s interpretation or construction thereof, or abridge or enlarge rights available under applicable law. Any court with jurisdiction over the parties may enforce any award made hereunder.

13.General.

7

(a)Nothing in this Agreement confers upon You any right to continue in the employ or other service of the Company or any Subsidiary, or limit in any manner the right of the Company, its stockholders or any Subsidiary to terminate Your employment or adjust Your compensation.

(b)You have no rights as a stockholder with respect to any shares that may be issued pursuant to this Agreement until the date of issuance to You of a stock certificate for such shares or the date of a credit for such shares in a brokerage account in Your name.

(c)This Agreement is binding upon the successors and assigns of the Company and upon Your Beneficiary, estate, legal representatives, legatees and heirs.

(d)This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.

(e)If applicable, any shares that may be earned pursuant to this Agreement are intended to qualify as “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code. Any provision of this Agreement that would prevent any such shares from so qualifying will be administered, interpreted and construed to carry out such intention, and any provision that cannot be so administered, interpreted and construed will to that extent be disregarded.

14.Definitions.

(a)“Cause” means (i) Your willful and continued failure to substantially perform Your duties with the Company (other than any such failure resulting from the Your incapacity due to physical or mental illness) or (ii) Your willful engaging in conduct which is demonstrably and materially injurious to the Company or its Subsidiaries, monetarily or otherwise.

(b)“Disability” means, for Options, “disability” as defined in the Company’s long-term disability plan as in effect from time to time (or, if that plan is not in effect at the time in question, as it was last in effect). For Restricted Stock Units and Performance Shares, “Disability” means “disability” as set forth in Treasury Regulation Section 1.409A-3(i)(4)(i).

(c)“Good Reason” means “good reason” as defined in the Company’s Severance Plan or in an employment or severance agreement if applicable.

(d)“Retirement” means retirement from the Company or a Subsidiary on or after the first anniversary of the Grant Date and at age 62 or later with a minimum of 5 full years of service with the Company and/or its Subsidiaries.

(e)“Separation from Service” means a “separation from service with the employer” within the meaning of Treasury Regulation Section 1.409A-1(h), where the

8

“employer” means the Company and all corporations and trades or businesses with which the Company would be considered a single employer under Section 414(b) or Section 414(c) of the Code (as determined in accordance with the first sentence of Treasury Regulation Section 1.409A-1(h)(3)).

(f)“Separation from Service by Retirement” means a Separation from Service from the Company or a Subsidiary on or after the first anniversary of the Grant Date and at age 62 or later with a minimum of 5 full years of service with the Company and/or its Subsidiaries under circumstances that do not constitute Cause.

9

EX-10.38

Exhibit 10.38

BARNES GROUP INC.

STOCK AND INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT SUMMARY OF GRANT

For Directors

Barnes Group Inc., a Delaware corporation (the “Company”), under the Barnes Group Inc. Stock and Incentive Award Plan, as amended (the “Plan”), hereby grants to the individual named below (“You” or “Grantee”) this Restricted Stock Unit Award (the “Grant”), representing the number of restricted stock units set forth below (each a “Restricted Stock Unit”). This Grant entitles You to receive, without payment to the Company and at the applicable time or times set forth below, a number of shares of Common Stock equal to the number of Restricted Stock Units listed below that vest subject to this Restricted Stock Unit Summary of Grant (this “Summary of Grant”), and the Restricted Stock Unit Agreement attached as Exhibit A (the “Restricted Stock Unit Agreement”) and the Plan, both of which are incorporated herein by reference and made part hereof. The Grant also entitles You to be paid Dividend Equivalents as set forth in the Restricted Stock Unit Agreement. Unless otherwise defined, capitalized terms used in this Summary of Grant and the Restricted Stock Agreement have the meanings set forth in the Plan.

Grantee:	[__________________________]
Grant Date:	FEBRUARY 8, 2012
Number of Restricted Stock Units and Vesting Schedule:	[________] Restricted Stock Units. The Restricted Stock Units will vest 100% on the anniversary of the Grant Date, as follows:
	No. of Restricted Stock Units	Vesting Date
		FEBRUARY 8, 2013
	Except as provided otherwise in the Restricted Stock Unit Agreement, the Restricted Stock Units will vest in accordance with the foregoing vesting schedule if You remain in continued service with the Company through the applicable vesting date.

Grant Acceptance:

You agree to be bound by the Plan, the Restricted Stock Unit Agreement and this Summary of Grant by electronically acknowledging and accepting the Grant following the date of the Company’s electronic or other written notification to You of the Grant. You accept as

binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan, this Summary of Grant or the Restricted Stock Unit Agreement. In no event do You acquire any rights to the Grant unless You electronically accept, no later than 60 days after the Grant Date, this Summary of Grant and the attached Restricted Stock Unit Grant Agreement.

You acknowledge that the Plan and the Plan prospectus are available as part of the online grant package with E*Trade and Barnes Net at http://barnesnet.barnesgrp.net/Legal/default.aspx, respectively, and that paper copies of the Plan and the Plan prospectus are available upon request by contacting the Manager, Stockholder Relations, Monique B. Marchetti, at mmarchetti@bginc.com or 860-973-2185.

EXHIBIT A

RESTRICTED STOCK UNIT AGREEMENT

FOR DIRECTORS

Under the provisions of the Barnes Group Inc. Stock and Incentive Award Plan, as amended through December 10, 2010, (the “Plan”), the Compensation and Management Development Committee of the Company’s Board of Directors (the “Committee”) has authorized the execution of this Agreement. Capitalized terms used in this Agreement and not otherwise defined herein will have the same meaning as provided for in the Plan or Summary of Grant, as applicable.

NOW, THEREFORE, in consideration of the agreements of each, and for other good and valuable consideration, the parties agree as follows:

1.Dividend Equivalents. On each date on which a dividend (other than a dividend paid in Common Stock, which is subject to the adjustment provided in Section 10 of the Plan) is paid to the holders of Common Stock, the record date of which falls during the period commencing on the Grant Date and ending on the first date on which all of the Restricted Stock Units have either been forfeited pursuant to this Agreement or paid pursuant to this Agreement as in effect from time to time on or after the Grant Date (a “Dividend Payment Date”), the Company will pay You an amount of money (“Dividend Equivalents”) determined by multiplying (a) the number of the Restricted Stock Units (if any) that were neither forfeited nor paid on or before such dividend record date, times (b) the dividend per share paid on such Dividend Payment Date. However, if the dividend is paid in property other than cash, the amount of money to be paid to You in respect of such dividend will be determined by multiplying (i) the number of the Restricted Stock Units (if any) that were neither forfeited nor paid on or before such dividend record date, times (ii) the fair market value on such Dividend Payment Date of the property that was paid per share of Common Stock as a dividend on such Dividend Payment Date. The fair market value of the property that was paid will be determined by the Committee in its sole and absolute discretion.

For the avoidance of doubt: Your entitlement to be paid Dividend Equivalents pursuant to the first or second sentence of this Section is contingent on Your not having a “Separation from Service” on or before the record date of such Dividend Equivalents or the applicable vesting date of the Restricted Stock Units to which the Dividend Equivalents relate.

2.Forfeiture of Restricted Stock Units. Notwithstanding the vesting schedule contained in the Restricted Stock Unit Summary of Grant, the vesting schedule may change under one of the following conditions:

(a)Voluntary or Involuntary Termination. If You have a Separation from Service for any reason other than (i) death, (ii) Disability, or (iii) Separation from Service by

3

Retirement, any Restricted Stock Units that have not become non-forfeitable on or before the date on which You have a Separation from Service will be forfeited as of that date, and all of Your rights and interest in and to such forfeited Restricted Stock Units will thereupon terminate without payment of consideration by the Company. No Grant or other amount payable to You will be reduced by the amount of any Dividend Equivalents previously paid to You with respect to the forfeited Restricted Stock Units.

(b)Death or Disability. If You have a Separation from Service on account of Your death or incur a Disability (and irrespective of whether a Separation from Service occurs at the time of such Disability), then any Restricted Stock Units that did not become non-forfeitable before the date on which Your death or Disability occurs will become non-forfeitable on that date.

(c)Retirement. If You have a Separation from Service by Retirement (so long as there is no Cause), then the portion of any Restricted Stock Units that did not become non-forfeitable before the date of Separation from Service by Retirement will become non-forfeitable on that date.

(d)Change in Control. If You did not have a Separation from Service before the date, if any, on which a “change in control event” occurs (within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) & (ii)), then, any Restricted Stock Units that did not become non-forfeitable before the change in control event will become non-forfeitable on the date of the change in control event.

(e)Acceptance. By electronically accepting this Grant, You irrevocably consent to any forfeiture of Restricted Stock Units required or authorized by this Agreement.

3.Issuance of Shares. If a Restricted Stock Unit becomes non-forfeitable pursuant to the terms of this Agreement, a share of Common Stock will be credited to a brokerage account established by the Company in Your name (or, in the event of Your death, in the name of Your Beneficiary) in payment of such Restricted Stock Unit on the date on which the Restricted Stock Unit becomes non-forfeitable, or as soon as practicable thereafter, but not later than 60 days thereafter (which date during that 61 day period will be determined by the Company). All shares of Common Stock issued under this Agreement will be duly authorized, validly issued, fully paid and non-assessable.

4.Code Section 409A. Notwithstanding the preceding provisions of this Section or any other provision of this Agreement to the contrary, if You are a specified employee (within the meaning of Treasury Regulation Section 1.409A-1(i)) on the date of a Separation from Service, any payment to be made pursuant to this Agreement that constitutes deferred compensation that is subject to Section 409A of the Code and that is to be paid due to a Separation from Service during the 6 month period following a Separation from Service (a “Delayed Payment”) will not be paid during that 6 month period but will instead be accumulated and paid on the first day of the seventh month following the date of the Separation from Service (or, if earlier, within 14

4

days after the death of You)(the “Delayed Payment Date”). For the avoidance of doubt, the preceding sentence will apply to any payment (and only to any payment) pursuant to this Agreement to which Code Section 409A(a)(2)(B)(i) (relating to specified employees) applies, and will not apply to any payment that is not subject to Code Section 409A as a result of Treasury Regulation Section 1.409A-1(b)(4) (relating to short-term deferrals) or otherwise. Also for the avoidance of doubt, any Delayed Payment will accrue Dividend Equivalents until it is paid pursuant to the preceding provisions of this Section, which Dividend Equivalents will be accumulated and deemed reinvested in additional Restricted Stock Units at Fair Market Value on the Dividend Payment Date of such Dividend Equivalents (which additional Restricted Stock Units may also accrue Dividend Equivalents) and which will be paid (in money) on the Delayed Payment Date based on the Fair Market Value of such additional Restricted Stock Units on the Delayed Payment Date. Your right to any series of payments of Restricted Stock Units or Dividend Equivalents pursuant to this Agreement will be treated as a right to a series of separate payments within the meaning of Treasury Regulation Section 1.409A-2(b)(2)(iii), including without limitation for purposes of the short-term deferral rule set forth in Treasury Regulation Section 1.409A-1(b)(4).

5.Your Commitments; Recoupment.

(a)If You, at any time before the Grant terminates: (i) directly or indirectly, whether as an owner, partner, shareholder, consultant, agent, employee, investor or in any other capacity, accept employment by, render services for or otherwise assist any other business which competes with the business conducted by the Company or any of its Subsidiaries in which You worked during Your last 2 years with the Company or any of its Subsidiaries; (ii) directly or indirectly, hire or solicit or arrange for the hiring or solicitation of any employee of the Company or any of its Subsidiaries, or encourage any such employee to leave such employment; (iii) use, disclose, misappropriate or transfer confidential or proprietary information concerning the Company or any of its Subsidiaries (except as required by Your work responsibilities with the Company or any of its Subsidiaries); or (iv) are convicted of a crime against the Company or any of its Subsidiaries; or (v) engage in any activity in violation of the policies of the Company or any of its Subsidiaries, including without limitation the Company’s Code of Business Ethics and Conduct, or, at any time, engage in conduct adverse to the best interests of the Company or any of its Subsidiaries; then should any of the foregoing events occur, the Grant will be canceled, unless the Committee, in its sole discretion, elects not to cancel such Grant. The obligations in this Section are in addition to any other agreements related to non-competition, non-solicitation and preservation of Company confidential and proprietary information entered into between You and the Company, and nothing herein is intended to waive, modify, alter or amend the terms of any such other agreement.

(b)You agree that You will be subject to any compensation, clawback and recoupment policies that may be applicable to You, as in effect from time to time and as approved by the Board or the Committee, whether or not approved before or after the Grant Date.

5

6.Restrictions on Grant. In no event may (a) You sell, exchange, transfer, assign, pledge, hypothecate, mortgage or dispose of the Grant or any interest therein, nor (b) the Grant or any interest therein be subject to anticipation, attachment, garnishment, levy, encumbrance or charge of any nature, voluntary or involuntary, by operation of law or otherwise and any attempt to do so, whether voluntary or involuntary, will be null and void and no other party will obtain any rights to or interest in the Grant. You may designate a Beneficiary to receive the Grant in the event of Your death in accordance with Section 2(d) of the Plan. Any Beneficiary will receive the Grant subject to all of the terms, conditions and restrictions set forth in this Agreement, including but not limited to the forfeiture provisions set forth in this Agreement.

7.Taxes and Withholding. The Committee may cause to be made, as a condition precedent to any payment or transfer of stock hereunder, appropriate arrangements for the withholding of any Federal, state or local taxes. If applicable, the Company will have the right, in its discretion, to deduct from any Dividend Equivalents payable pursuant to this Agreement, and from any shares to be issued pursuant to this Agreement, cash and/or shares, valued at Fair Market Value on the date of payment, in an amount necessary to satisfy all Federal, state and local taxes required by law to be withheld with respect to such Dividend Equivalents, cash and/or shares. You may be required to pay to the Company, prior to delivery of certificates representing such shares and prior to such shares being credited to a book entry account in Your name, the amount of any such taxes. The Company will accept whole shares of Common Stock of equivalent Fair Market Value in payment of the Company’s minimum statutory withholding tax obligations if You elect to make payment in shares.

8.Compliance with Law. The Company will make reasonable efforts to comply with all applicable federal and state securities laws. However, no shares or other securities will be issued pursuant to this Agreement if their issuance would result in a violation of any such law. If at any time the Committee determines, in its discretion, that the listing, registration or qualification of any shares subject to this Grant upon any securities exchange or under any state or Federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of this Grant or the issue of shares hereunder, no rights under the Grant may be exercised and shares of Common Stock may not be issued pursuant to the Grant, in whole or in part, unless such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Committee and any delay will in no way affect the dates of vesting or forfeiture of the Grant.

9.Amendments; Integrated Agreement. This Agreement may only be amended in a writing signed by You and an officer of the Company duly authorized to do so. This Agreement contains the entire agreement of the parties relating to the subject matter of this Agreement and supersedes and replaces all prior agreements and understandings with respect to such subject matter, and the parties have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein.

10.Relation to Plan; Interpretation. The Grant is granted under the Plan, and the Grant and this Agreement are each subject to the terms and conditions of the Plan, which is

6

incorporated in this Agreement by reference. In the event of any inconsistent provisions between this Agreement and the Plan, the provisions of the Plan control. References to Sections are to Sections of this Agreement unless otherwise noted. The titles to Sections of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the title of any Section.

11.Notices. Any notice hereunder by You will be given to the Senior Vice President Human Resources and the Corporate Secretary in writing and such notice and any payment by You will be deemed duly given or made only upon receipt by the Corporate Secretary at Barnes Group Inc., 123 Main Street, Bristol, Connecticut 06010, U.S.A., or at such other address as the Company may designate by notice to You. Any notice to You will be in writing and will be deemed duly given if delivered to You in person or mailed or otherwise delivered to You at such address as You may have on file with the Company from time to time.

12.Interpretation and Disputes. This Agreement will be interpreted and construed, and all determinations will be made, by the Committee, and any such interpretation, construction or determination will be final, binding and conclusive on the Company and You. In the event there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan will govern.

Any claim, demand or controversy arising from such interpretation, construction or determination by the Committee shall be submitted first to a mediator in accordance with the rules of the American Arbitration Association (“AAA”) by submitting a mediation request to the Administrator within 30 days of the date of the Committee’s interpretation or construction. The mediation process shall conclude upon the earlier of: (i) the resolution of the dispute; (ii) a determination by either the mediator or one or more of the parties that all settlement possibilities have been exhausted and there is no possibility of resolution; or (iii) 30 days have passed since the filing of a request to mediate with the AAA. A party who has previously submitted a dispute to mediation, and which dispute has not been resolved, may submit such dispute to binding arbitration pursuant to the rules of the AAA. Any arbitration proceeding for such dispute must be initiated within 14 days from the date that the mediation process has concluded. The prevailing party shall recover its costs and reasonable attorney’s fees incurred in such arbitration proceeding. You and the Company specifically understand and agree that the failure of a party to timely initiate a proceeding hereunder shall bar the party from any relief or other proceeding and any such dispute shall be deemed to have been finally and completely resolved. All mediation and arbitration proceedings shall be conducted in Bristol, Connecticut or such other location as the Company may determine and You agree that no objection shall be made to such jurisdiction or venue, as a forum non conveniens or otherwise. The arbitrator’s authority shall be limited to resolution of the legal disputes between the parties and the arbitrator shall not have authority to modify or amend this Agreement or the Committee’s interpretation or construction thereof, or abridge or enlarge rights available under applicable law. Any court with jurisdiction over the parties may enforce any award made hereunder.

13.General.

7

(a)Nothing in this Agreement confers upon You any right to continue in the employ or other service of the Company or any Subsidiary, or limit in any manner the right of the Company, its stockholders or any Subsidiary to terminate Your employment or adjust Your compensation.

(b)You have no rights as a stockholder with respect to any shares that may be issued pursuant to this Agreement until the date of issuance to You of a stock certificate for such shares or the date of a credit for such shares in a brokerage account in Your name.

(c)This Agreement is binding upon the successors and assigns of the Company and upon Your Beneficiary, estate, legal representatives, legatees and heirs.

(d)This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.

(e)If applicable, any shares that may be earned pursuant to this Agreement are intended to qualify as “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code. Any provision of this Agreement that would prevent any such shares from so qualifying will be administered, interpreted and construed to carry out such intention, and any provision that cannot be so administered, interpreted and construed will to that extent be disregarded.

14.Definitions.

(a)“Cause” means (i) Your willful and continued failure to substantially perform Your duties with the Company (other than any such failure resulting from the Your incapacity due to physical or mental illness) or (ii) Your willful engaging in conduct which is demonstrably and materially injurious to the Company or its Subsidiaries, monetarily or otherwise.

(b)“Disability” means “disability” as set forth in Treasury Regulation Section 1.409A-3(i)(4)(i).

(c)“Separation from Service” means ceasing to be a member of the Board which constitutes a “separation from service with the employer” within the meaning of Treasury Regulation Section 1.409A-1(h), where the “employer” means the Company and all corporations and trades or businesses with which the Company would be considered a single employer under Section 414(b) or Section 414(c) of the Code (as determined in accordance with the first sentence of Treasury Regulation Section 1.409A-1(h)(3)).

(d)“Separation from Service by Retirement” means a Separation from Service from the Company in accordance with the Company’s corporate governance guidelines.

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EX-21

EXHIBIT 21

BARNES GROUP INC.

CONSOLIDATED SUBSIDIARIES

as of December 31, 2011

Name	Jurisdiction ofIncorporation
Associated Spring-Asia Pte. Ltd.	Singapore
Associated Spring do Brasil Ltda.	Brazil
Associated Spring Mexico, S.A.	Mexico
Associated Spring Raymond (Shanghai) Co., Ltd.	China
Associated Spring (Tianjin) Company, Ltd.	China
Barnes Financing Delaware LLC	Delaware
Barnes Group (Bermuda) Limited	Bermuda
Barnes Group Canada Corp.	Canada
Barnes Group (Delaware) LLC	Delaware
Barnes Group Finance Company (Bermuda) Limited	Bermuda
Barnes Group Finance Company (Delaware)	Delaware
Barnes Group (Germany) GmbH	Germany
Barnes Group Holding LLC	Delaware
Barnes Group Luxembourg (No.1) S.A.R.L.	Luxembourg
Barnes Group Luxembourg (No.2) S.A.R.L.	Luxembourg
Barnes Group Spain SRL	Spain
Barnes Group Switzerland GmbH	Switzerland
Barnes Group (Thailand) Ltd.	Thailand
Barnes Group (U.K.) Limited	United Kingdom
Barnes Korea Ltd.	Korea
Heinz Hänggi GmbH, Stanztechnik	Switzerland
Raymond Distribution-Mexico, S.A. de C.V.	Mexico
Ressorts SPEC, SAS	France
Seeger-Orbis GmbH & Co. OHG	Germany
Stromsholmen AB	Sweden
The Wallace Barnes Company	Connecticut
Windsor Airmotive Asia Pte. Ltd.	Singapore

The foregoing does not constitute a complete list of all subsidiaries of the registrant. The subsidiaries that have been omitted do not, if considered in the aggregate as a single subsidiary, constitute a “Significant Subsidiary” as defined by the Securities and Exchange Commission.

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-27339, 333-88518, 333-133597, 333-140922, 333-150741 and 333-166975) and S-3 (No. 333-168438) of Barnes Group Inc. of our report dated February 21, 2012 relating to the consolidated financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10‑K.

/s/ PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP

Hartford, Connecticut

February 21, 2012

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Gregory F. Milzcik, certify that:

1. I have reviewed this annual report on Form 10-K for the period ended December 31, 2011 of Barnes Group Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 21, 2012

/s/ GREGORY F. MILZCIK

Gregory F. Milzcik

President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Christopher J. Stephens, Jr., certify that:

1. I have reviewed this annual report on Form 10-K for the period ended December 31, 2011 of Barnes Group Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 21, 2012

/s/ CHRISTOPHER J. STEPHENS, JR.

Christopher J. Stephens, Jr.

Chief Financial Officer

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Barnes Group Inc. (the “Company”) on Form 10-K for the period ending December 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ GREGORY F. MILZCIK	/s/ CHRISTOPHER J. STEPHENS, JR.
Gregory F. Milzcik President and Chief Executive Officer	Christopher J. Stephens, Jr. Chief Financial Officer
February 21, 2012	February 21, 2012

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Debt and Commitments (Tables)

12 Months Ended

Dec. 31, 2011

Debt Disclosure [Abstract]

Schedule of Debt

Long-term debt and notes and overdrafts payable at December 31 consisted of:

	2011				2010
	Carrying Amount			Fair Value	Carrying Amount			Fair Value
3.75% Convertible Notes	—			—	92,500			97,713
Unamortized debt discount – 3.75% Convertible Notes	—			—	(114		)	—
3.375% Convertible Notes	55,636			59,038	55,636			57,244
Unamortized debt discount – 3.375% Convertible Notes	(5,333		)	—	(7,377		)	—
Revolving credit agreement	281,900			270,288	207,900			199,968
Borrowings under lines of credit	12,000			12,000	—			—
Foreign bank borrowings and overdrafts	1,849			2,006	6,955			7,116
Capital leases	—			—	2,218			1,911
	346,052			343,332	357,718			363,952
Less current maturities	(12,904		)		(98,071		)
Long-term debt	$	333,148			$	259,647

Schedule of Convertible Notes

The following table sets forth balance sheet information regarding the Company’s convertible notes at December 31:

	2011			2010
3.75% Convertible Notes:
Carrying value of equity component, net of tax	$	—		$	11,731
Principal value of liability component	$	—		$	92,500
Unamortized debt discount	—			(114		)
Net carrying value of liability component	$	—		$	92,386
3.375% Convertible Notes:
Carrying value of equity component, net of tax	$	10,772		$	10,772
Principal value of liability component	$	55,636		$	55,636
Unamortized debt discount	(5,333		)	(7,377		)
Net carrying value of liability component	$	50,303		$	48,259

Schedule of Interest Expense on Convertible Notes

The following table sets forth the components of interest expense for the Company’s convertible notes for the years ended December 31, 2011, 2010 and 2009.

	2011		2010		2009
Interest expense – 3.75% coupon	$	1,225	$	3,469	$	3,610
Interest expense – 3.75% debt discount amortization	114		3,841		3,685
Interest expense – 3.375% coupon	1,878		1,878		2,629
Interest expense – 3.375% debt discount amortization	2,044		1,887		2,235
	$	5,261	$	11,075	$	12,159

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Goodwill and Other Intangible Assets (Details) In Thousands, unless otherwise specified	12 Months Ended						12 Months Ended			12 Months Ended		12 Months Ended		12 Months Ended		12 Months Ended
	Dec. 31, 2011 USD ($)	Dec. 31, 2010 USD ($)	Dec. 31, 2009 USD ($)	Dec. 31, 2011 Logistics and Manufacturing Services [Member] USD ($)	Dec. 31, 2010 Logistics and Manufacturing Services [Member] USD ($)	Dec. 31, 2011 Logistics and Manufacturing Services [Member] Barnes Distribution Europe [Member] USD ($)	Dec. 31, 2011 Precision Components [Member] USD ($)	Dec. 31, 2010 Precision Components [Member] USD ($)	Dec. 31, 2011 Precision Components [Member] CHF	Dec. 31, 2011 Revenue sharing programs [Member] USD ($) Year	Dec. 31, 2010 Revenue sharing programs [Member] USD ($)	Dec. 31, 2011 Customer lists/relationships [Member] USD ($) Year	Dec. 31, 2010 Customer lists/relationships [Member] USD ($)	Dec. 31, 2011 Patents, trademarks/tradenames [Member] USD ($) Year	Dec. 31, 2010 Patents, trademarks/tradenames [Member] USD ($)	Dec. 31, 2011 Other [Member] USD ($) Year	Dec. 31, 2010 Other [Member] USD ($)
Goodwill [Roll Forward]
Goodwill, beginning of period	$ 384,241	$ 373,564		$ 163,988	$ 166,400		$ 220,253	$ 207,164
Goodwill acquired	167			0			167
Goodwill adjustments/derecognized	(17,200)	(50)		(17,200)	0		0	(50)
Foreign currency translation	(1,104)	10,727		(896)	(2,412)		(208)	13,139
Goodwill, end of period	366,104	384,241	373,564	145,892	163,988		220,212	220,253
Other Intangible Assets:
Range of life - minimum (in years)														5
Range of life - maximum (in years)										30				30		15
Range of life (in years)												10
Finite Lived Intangible Assets Before Foreign Currency Translation Adjustment	347,320	355,429								293,700	293,700	23,506	28,578	18,622	22,746	11,492	10,405
Finite Lived Intangible Assets Foreign Currency Translation Adjustment	4,714	4,880
Finite-Lived Intangible Assets, Accumulated Amortization	(79,942)	(69,511)								(46,367)	(36,318)	(17,292)	(17,974)	(11,829)	(12,120)	(4,454)	(3,099)
Finite-Lived Intangible Assets, Gross	352,034	360,309
Intangible Assets, Future Amortization Expense
Amortization of intangible assets expected in 2012	16,000
Amortization of intangible assets expected in 2016	15,500
Business Acquisition, Purchase Price Allocation, Goodwill, Expected Tax Deductible Amount	144,067
Amortization of Intangible Assets	16,907	13,424	13,862
Business Acquisition, Cost of Acquired Entity, Cash Paid							3,495		3,140
Business acquisition, purchase price allocation, goodwill amount							167
Business acquisition purchase price allocation to amortizable intangible assets							2,370
Disposal Group, Including Discontinued Operation, Goodwill						$ 17,200

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Summary of Significant Accounting Policies (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Quantifying Misstatement in Current Year Financial Statements, Amount	$ 3,722
Previously unrecorded rebates [Member]
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Quantifying Misstatement in Current Year Financial Statements, Amount	1,941
Discrete tax expense [Member]
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Quantifying Misstatement in Current Year Financial Statements, Amount	1,793
Impact on pre-tax income [Member]
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Quantifying Misstatement in Current Year Financial Statements, Amount	2,107
Impact on income taxes [Member]
Quantifying Misstatement in Current Year Financial Statements [Line Items]
Quantifying Misstatement in Current Year Financial Statements, Amount	$ 1,615

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Pension and Other Postretirement Benefits (Details 4) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
Defined benefit pension plans [Member]
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets [Abstract]
Projected benefit obligation	$ 417,118	$ 380,030
Accumulated benefit obligation	406,144	369,193
Fair value of plan assets	312,451	315,524
Total accumulated benefit obligation	430,136	403,612
Defined benefit pension plans, U.S. [Member]
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets [Abstract]
Projected benefit obligation	354,287	321,775
Accumulated benefit obligation	343,596	312,039
Fair value of plan assets	256,518	269,896
Defined benefit pension plans, Non-U.S. [Member]
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets [Abstract]
Projected benefit obligation	62,831	58,255
Accumulated benefit obligation	62,548	57,154
Fair value of plan assets	$ 55,933	$ 45,628

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Accrued Liabilities (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
Accrued Liabilities [Abstract]
Payroll and other compensation	$ 41,070	$ 38,530
Pension and other postretirement benefits	8,405	8,401
Other	42,775	39,671
Accrued liabilities	$ 92,250	$ 86,602

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Pension and Other Postretirement Benefits (Details 12) (Other postretirement benefit plans [Member], USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010
Other postretirement benefit plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Ultimate health care cost trend rate	4.50%
Health care cost trend rate assumed	7.60%	7.60%
Defined Benefit Plan, Effect of One-Percentage Point Change in Assumed Health Care Cost Trend Rates [Abstract]
One Percentage Point Increase, Effect on postretirement benefit oblilgation	$ 873
One Percentage Point Decrease, Effect on postretirement benefit oblilgation	(776)
One Percentage Point Increase, Effect on postretirement benefit cost	43
One Percentage Point Decrease, Effect on postretirement benefit cost	$ (39)

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Schedule II - Valuation and Qualifying Accounts (Details 1) (Valuation Allowance of Deferred Tax Assets [Member], USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011		Dec. 31, 2010	Dec. 31, 2009
Valuation Allowance of Deferred Tax Assets [Member]
Movement in Valuation Allowances and Reserves [Roll Forward]
Allowance, Beginning Balance	$ 30,036		$ 29,682	$ 22,644
Additions charged to income tax expense	93		1,893	6,806
(Reductions) Additions charged to other comprehensive income	466		(149)	(459)
Reductions credited to income tax expense	(1,628)		(1,533)	(1,463)
Changes due to foreign currency translation	(521)		143	2,154
Divestiture (1)	(11,765)	[1]
Allowance, Ending Balance	$ 16,681		$ 30,036	$ 29,682

[1] The reduction in 2011 reflects the valuation allowance recorded at the Barnes Distribution Europe businesses which were sold in the fourth quarter of 2011.

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Weighted Average Shares Outstanding (Tables)

12 Months Ended

Dec. 31, 2011

Weighted Average Shares Outstanding [Abstract]

Schedule of Weighted Average Number of Shares

A reconciliation of the weighted average number of common shares outstanding used in the calculation of basic and diluted earnings per share follows:

	Weighted Average Common Shares Outstanding
	2011	2010	2009
Basic	55,214,586	55,259,732	53,879,976
Dilutive effect of:
Stock options	645,280	591,943	245,784
Restricted stock units	19,089	4,608	4,318
Non-Employee Director Deferred Stock Plan	52,927	68,904	76,348
Diluted	55,931,882	55,925,187	54,206,426

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Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2011

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Discontinued Operations

The following amounts related to the BDE business were derived from historical financial information. The amounts have been segregated from continuing operations and reported as discontinued operations within the consolidated financial statements:

	2011			2010			2009
Net sales	$	111,105		$	104,582		$	110,806
Income/(loss) before income taxes	1,015			231			(3,014		)
Income taxes	(1,745		)	(931		)	(815		)
Loss from operations of discontinued businesses, net of income taxes	(730		)	(700		)	(3,829		)
Loss on transaction	(26,709		)	—			—
Income tax benefit on loss on sale	581			—			—
Loss on the sale of businesses	(26,128		)	—			—
Loss from discontinued operations, net of income taxes	$	(26,858	)	$	(700	)	$	(3,829	)

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Pension and Other Postretirement Benefits (Details 13) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011		Dec. 31, 2010		Dec. 31, 2009
Multiemployer Plans [Line Items]
Zone status based on funding, percent, red zone	65.00%
Zone status based on funding, percent, yellow zone	80.00%
Zone status based on funding, percent, green zone	80.00%
Contributions by the Company	$ 393		$ 386		$ 362
Multi-employer pension plan [Member] | Teamsters Local 641 Pension Fund [Member]
Multiemployer Plans [Line Items]
Contributions by the Company	101	[1]	106	[1]	103	[1]
Multiemployer Plans, Increase In Required Contributions, Estimate	4.00%
Multi-employer pension plan [Member] | Swedish Pension Plan (ITP) (B) [Member]
Multiemployer Plans [Line Items]
Contributions by the Company	292	[2]	280	[2]	259	[2]
Multi-employer post-retirement benefit plan [Member]
Multiemployer Plans [Line Items]
Contributions by the Company	$ 202		$ 238		$ 233

[1] Plan information is publicly available for the Local 641 Pension fund. The Form 5500 indicates that the Plan is currently underfunded. Future contributions have increased pursuant to the collective bargaining agreement (dated January 31, 2011 and expiring on January 31, 2014) and the updated Rehabilitation Plan (dated February 17, 2011). Per the terms of the Rehabilitation Plan, required contributions will increase by approximately 4% (annually) through 2018.

[2] The Company also contributes to a Swedish pension plan that supplements the Swedish social insurance system. The pension plan guarantees employees a pension based on a percentage of their salary and also represents a multi-employer pension plan, however the pension plan was not significant in any year presented. This pension plan is not underfunded.

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Pension and Other Postretirement Benefits (Details 7)	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
U.S. plans [Member]
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract]
Discount rate	5.05%	5.65%
Increase in compensation	3.71%	3.71%
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Discount rate	5.65%	6.20%	6.50%
Long-term rate of return	9.00%	9.00%	9.00%
Increase in compensation	3.71%	3.71%	3.71%
Non-U.S. plans [Member]
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract]
Discount rate	4.46%	4.89%
Increase in compensation	2.76%	2.72%
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Discount rate	4.89%	5.59%	6.02%
Long-term rate of return	5.87%	6.01%	6.03%
Increase in compensation	2.72%	2.71%	2.94%

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Income Taxes (Details 3) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Income Tax Disclosure [Abstract]
The company has not recognized deferred income taxes of undistributed earnings of its international subsidiaries	$ 591,630
The Company repatriated a dividend from a portion of current year foreign earnings to the U.S. in the amount of	17,500
Dividend increased tax expense by	$ 6,898
Dividend increased tax expense by	5.90%	4.70%	0.00%

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Business Reorganizations (Details 1) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010
2009 Restructuring Reserve | Precision Components [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve	$ 172	$ 3,337
Severence expense, net		(337)
Payments	(83)	(2,812)
Foreign currency translation	(4)	(16)
Restructuring Reserve	85	172
2008 Restructuring Reserve | Logistics and Manufacturing Services [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve		1,467
Severence expense, net		(403)
Payments		(863)
Foreign currency translation		(136)
Restructuring Reserve		65
2008 Restructuring Reserve | Precision Components [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve		167
Severence expense, net		(35)
Payments		(133)
Foreign currency translation		1
Restructuring Reserve		$ 0

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Pension and Other Postretirement Benefits (Details 10) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011
Defined benefit pension plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Estimated future employer contributions in next fiscal year	$ 25,700
Defined Benefit Plan, Estimated Future Benefit Payments [Abstract]
2012	26,938
2013	27,296
2014	27,729
2015	28,178
2016	28,585
Years 2017-2021	147,981
Total	286,707
Other postretirement benefit plans [Member]
Defined Benefit Plan, Estimated Future Benefit Payments [Abstract]
2012	5,314
2013	5,209
2014	5,338
2015	5,110
2016	4,855
Years 2017-2021	21,544
Total	$ 47,370

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Income Taxes (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Income (loss) from continuing operations before income taxes:
U.S.	$ 19,341	$ (8,545)	$ (7,920)
International	97,548	72,350	50,880
Income from continuing operations before income taxes	116,889	63,805	42,960
Current:
U.S. – federal	11,829	578	(30)
U.S. – state	805	758	203
International	11,695	9,958	7,486
Current Income Tax Expense (Benefit)	24,329	11,294	7,659
Deferred:
U.S. – federal	831	(423)	(2,236)
U.S. – state	928	(434)	290
International	(772)	(610)	(5,583)
Deferred Income Tax Expense (Benefit)	987	(1,467)	(7,529)
Income tax provision	$ 25,316	$ 9,827	$ 130

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Stock-Based Compensation (Details 1) (USD $)	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010
Share-based Compensation [Abstract]
Weighted-Average Exercise Price, Options Outstanding	$ 17.67	$ 16.31
Weighted-Average Exercise Price, Options Granted	$ 20.69
Weighted-Average Exercise Price, Options Exercised	$ 15.20
Weighted-Average Exercise Price, Options Forfeited	$ 17.19
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Options Outstanding	4,215,811
Granted	379,900
Exercised	(1,836,572)
Forfeited	(121,836)
Options Outstanding	2,637,303

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Income Taxes (Details 1) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010
Deferred Tax Assets, Gross [Abstract]
Deferred Tax Assets, Allowance for doubtful accounts	$ 767	$ 1,171
Deferred Tax Assets, Depreciation and amortization	708	2,541
Deferred Tax Assets, Inventory valuation	12,890	11,018
Deferred Tax Assets, Other postretirement/postemployment costs	20,945	20,889
Deferred Tax Assets, Tax loss carryforwards	39,238	58,692
Deferred Tax Assets, Pension	43,998	20,747
Deferred Tax Assets, Accrued compensation	6,885	11,073
Deferred Tax Assets, Goodwill	(31,807)	(28,337)
Deferred Tax Assets, Contingent convertible debt interest	(10,089)	(25,046)
Deferred Tax Assets, Other	9,636	10,459
Deferred Tax Assets	93,171	83,207
Deferred Tax Assets, Valuation allowance	(16,681)	(30,036)
Deferred Tax Assets, Net	76,490	53,171
Deferred Tax Assets, Net, Classification [Abstract]
Deferred Tax Assets, Net, Current	28,829	10,449
Deferred Tax Assets, Net non-current	47,661	42,722
Deferred Tax Assets, Net	76,490	53,171
Deferred Tax Liabilities [Abstract]
Deferred Tax Liabilities, Allowance for doubtful accounts	71	70
Deferred Tax Liabilities, Depreciation and amortization	12,359	12,060
Deferred Tax Liabilities, Inventory valuation	1,109	992
Deferred Tax Liabilities, Other postretirement/postemployment costs	(354)	(321)
Deferred Tax Liabilities, Tax loss carryforwards	0	(1,349)
Deferred Tax Liabilities, Pension	23	125
Deferred Tax Liabilities, Goodwill	633	635
Deferred Tax Liabilities, Swedish tax incentive	3,922	4,169
Deferred Tax Liabilities, Unrealized foreign currency (loss) gain	2,463	2,652
Deferred Tax Liabilities, Other	1,867	3,664
Deferred Tax Liabilities	22,093	22,697
Deferred Tax Liabilities, Classification [Abstract]
Deferred Tax Liabilities, Current	1,431	1,667
Deferred Tax Liabilities, Non-current	20,662	21,030
Deferred Tax Liabilities	22,093	22,697
Decrease in valuation allowance	$ 13,355

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Pension and Other Postretirement Benefits (Details 11) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Defined benefit pension plans [Member]
Pension and other postretirement benefits expenses
Service cost	$ 5,923	$ 6,155	$ 6,598
Interest cost	22,452	22,943	22,734
Expected return on plan assets	(32,041)	(30,938)	(30,676)
Amortization of prior service cost	1,124	937	944
Recognized losses	5,725	2,495	1,950
Curtailment loss gain	(1,884)	0	71
Settlement loss	304
Special termination benefits	0	0	48
Net periodic benefit cost	1,603	1,592	1,669
Estimated net actuarial loss for the defined benefit pension plans that will be amortized from accumulated other non-owner changes to equity into net periodic benefit cost in 2012	10,986
Estimated prior service cost for the defined benefit pension plans that will be amortized from accumulated other non-owner changes to equity into net periodic benefit cost in 2012	1,083
Other postretirement benefit plans [Member]
Pension and other postretirement benefits expenses
Service cost	286	357	465
Interest cost	2,831	3,182	3,530
Expected return on plan assets	0	0	0
Amortization of prior service cost	(1,541)	(970)	(745)
Recognized losses	806	421	202
Curtailment loss gain	0	(950)	0
Special termination benefits	0	0	0
Net periodic benefit cost	2,382	2,040	3,452
Estimated net actuarial loss for the defined benefit pension plans that will be amortized from accumulated other non-owner changes to equity into net periodic benefit cost in 2012	1,141
Estimated prior service cost for the defined benefit pension plans that will be amortized from accumulated other non-owner changes to equity into net periodic benefit cost in 2012	$ (1,585)

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Pension and Other Postretirement Benefits (Details 5) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2008
Defined Benefit Plan Disclosure [Line Items]
Accrued liabilities	$ 8,405	$ 8,401
Accrued retirement benefits	152,696	112,886
Accumulated other non-owner changes to equity, net	(130,653)	(89,298)	(83,781)	(95,529)
Defined benefit pension plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Other assets	3,611	7,426
Accrued liabilities	3,091	3,175
Accrued retirement benefits	101,576	61,331
Accumulated other non-owner changes to equity, net	(125,052)	(86,254)
Net actuarial loss	(122,568)	(83,105)
Prior service costs	(2,484)	(3,149)
Defined benefit pension plans, U.S. [Member]
Defined Benefit Plan Disclosure [Line Items]
Other assets	3,325	7,364
Accrued liabilities	2,705	2,725
Accrued retirement benefits	95,064	49,154
Accumulated other non-owner changes to equity, net	(104,960)	(66,543)
Net actuarial loss	(103,025)	(64,031)
Prior service costs	(1,935)	(2,512)
Defined benefit pension plans, Non-U.S. [Member]
Defined Benefit Plan Disclosure [Line Items]
Other assets	286	62
Accrued liabilities	386	450
Accrued retirement benefits	6,512	12,177
Accumulated other non-owner changes to equity, net	(20,092)	(19,711)
Net actuarial loss	(19,543)	(19,074)
Prior service costs	(549)	(637)
Other postretirement benefit plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Accrued liabilities	5,314	5,226
Accrued retirement benefits	49,273	49,962
Accumulated other non-owner changes to equity, net	(5,601)	(3,044)
Net actuarial loss	(10,194)	(7,118)
Prior service costs	$ 4,593	$ 4,074

XML

Preferred Stock

12 Months Ended

Dec. 31, 2011

Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract]

Preferred Stock

Preferred Stock

At December 31, 2011 and 2010, the Company had 3,000,000 shares of preferred stock authorized, none of which were outstanding.

XML

Summary of Significant Accounting Policies (Details 3) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011 months	Dec. 31, 2010	Dec. 31, 2009
Accounting Policies [Abstract]
Determination For Cash Equivalents	3
Foreign Currency Transaction Gain (Loss), before Tax	$ (224)	$ (1,670)	$ (1,379)

XML

Pension and Other Postretirement Benefits (Tables)

12 Months Ended

Dec. 31, 2011

Defined Benefit Plan Disclosure [Line Items]

Schedule of Benefit Obligations in Excess of Fair Value of Plan Assets

Projected benefit obligations related to pension plans with benefit obligations in excess of plan assets follow:

	2011						2010
	U.S.		Non-U.S.		Total		U.S.		Non-U.S.		Total
Projected benefit obligation	$	354,287	$	62,831	$	417,118	$	321,775	$	58,255	$	380,030
Fair value of plan assets	256,518		55,933		312,451		269,896		45,628		315,524

Schedule of Accumulated Benefit Obligations in Excess of Fair Value of Plan Assets

Information related to pension plans with accumulated benefit obligations in excess of plan assets follows:

	2011						2010
	U.S.		Non-U.S.		Total		U.S.		Non-U.S.		Total
Projected benefit obligation	$	354,287	$	62,831	$	417,118	$	321,775	$	58,255	$	380,030
Accumulated benefit obligation	343,596		62,548		406,144		312,039		57,154		369,193
Fair value of plan assets	256,518		55,933		312,451		269,896		45,628		315,524

Schedule of Amounts Recognized in Other Comprehensive Income (Loss)

The sources of changes in accumulated other non-owner changes to equity, net, during 2011 were:

	Pension			Other Postretirement Benefits
Prior service cost	$	(73	)	$	1,475
Net loss	(44,289		)	(3,574		)
Amortization of prior service costs (credits)	727			(957		)
Amortization of actuarial loss	4,298			498
Foreign exchange rate changes	531			1
Divestiture	$	8		$	—
	$	(38,798	)	$	(2,557	)

Schedule of Assumptions Used, Benefit Obligation

Weighted-average assumptions used to determine benefit obligations at December 31, are:

	2011		2010
U.S. plans:
Discount rate	5.05	%	5.65	%
Increase in compensation	3.71	%	3.71	%
Non-U.S. plans:
Discount rate	4.46	%	4.89	%
Increase in compensation	2.76	%	2.72	%

Schedule of Allocation of Plan Assets

The fair values of the Company’s pension plan assets at December 31, 2011 and 2010, by asset category are as follows:

			Fair Value Measurements Using
Asset Category	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
December 31, 2011
Cash and short-term investments	$	10,227	$	10,227	$	—	$	—
Equity securities:
U.S. large-cap	86,709		41,419		45,290		—
U.S. mid-cap	33,264		33,264		—		—
U.S. small-cap	36,079		36,079		—		—
International equities	69,163		—		69,163		—
Fixed income securities:
U.S. bond funds	61,974		—		61,974		—
International bonds	27,221		—		27,221		—
Real estate securities	15,432		—		15,432		—
Other	301		—		301		—
	$	340,370	$	120,989	$	219,381	$	—
December 31, 2010
Cash and short-term investments	$	4,157	$	4,157	$	—	$	—
Equity securities:
U.S. large-cap	98,766		50,847		47,919		—
U.S. mid-cap	38,069		38,069		—		—
U.S. small-cap	38,959		38,959		—		—
International equities	74,308		—		74,308		—
Fixed income securities:
U.S. bond funds	57,547		—		57,547		—
International bonds	29,313		—		29,313		—
Real estate securities	16,199		—		16,199		—
Other	575		—		575		—
	$	357,893	$	132,032	$	225,861	$	—

Schedule of Expected Benefit Payments

The following are the estimated future net benefit payments, which include future service, over the next 10 years:

	Pensions		Other Postretirement Benefits
2012	$	26,938	$	5,314
2013	27,296		5,209
2014	27,729		5,338
2015	28,178		5,110
2016	28,585		4,855
Years 2017-2021	147,981		21,544
Total	$	286,707	$	47,370

Schedule of Net Benefit Costs

Pension and other postretirement benefit expenses consist of the following:

	Pensions									Other Postretirement Benefits
	2011			2010			2009			2011			2010			2009
Service cost	$	5,923		$	6,155		$	6,598		$	286		$	357		$	465
Interest cost	22,452			22,943			22,734			2,831			3,182			3,530
Expected return on plan assets	(32,041		)	(30,938		)	(30,676		)	—			—			—
Amortization of prior service cost	1,124			937			944			(1,541		)	(970		)	(745		)
Recognized losses	5,725			2,495			1,950			806			421			202
Curtailment (gain) loss	(1,884		)	—			71			—			(950		)	—
Settlement loss	304			—			—			—			—			—
Special termination benefits	—			—			48			—			—			—
Net periodic benefit cost	$	1,603		$	1,592		$	1,669		$	2,382		$	2,040		$	3,452

Schedule of Assumptions Used, Net Benefit Expense

Weighted-average assumptions used to determine net benefit expense for years ended December 31, are:

	2011		2010		2009
U.S. plans:
Discount rate	5.65	%	6.20	%	6.50	%
Long-term rate of return	9.00	%	9.00	%	9.00	%
Increase in compensation	3.71	%	3.71	%	3.71	%
Non-U.S. plans:
Discount rate	4.89	%	5.59	%	6.02	%
Long-term rate of return	5.87	%	6.01	%	6.03	%
Increase in compensation	2.72	%	2.71	%	2.94	%

Schedule of Effect of One-Percentage-Point Change in Assumed Health Care Cost Trend Rates

A one percentage point change in the assumed health care cost trend rate would have the following effects:

	One Percentage Point Increase		One Percentage Point Decrease
Effect on postretirement benefit obligation	$	873	$	(776	)
Effect on postretirement benefit cost	43		(39		)

Schedule of Multiemployer Plans

		Pension Protection Act Zone Status			Contributions by the Company
Pension Fund	EIN/Pension Plan Number	2011	2010	FIP/RP Status Funding	2011	2010	2009	Surcharge Imposed	Expiration Date of Collective Bargaining Agreement
Teamsters Local 641 Pension Fund	22-6220288-001	Red as of March 1, 2010 for Plan year ended February 28, 2011	Red as of March 1, 2009 for Plan year ended February 28, 2010	Implemented (A)	$101	$106	$103	No Surcharge	January 31, 2014
Swedish Pension Plan (ITP2) (B)					292	280	259
			Total Contributions		$393	$386	$362

(A) Plan information is publicly available for the Local 641 Pension fund. The Form 5500 indicates that the Plan is currently underfunded. Future contributions have increased pursuant to the collective bargaining agreement (dated January 31, 2011 and expiring on January 31, 2014) and the updated Rehabilitation Plan (dated February 17, 2011). Per the terms of the Rehabilitation Plan, required contributions will increase by approximately 4% (annually) through 2018.

(B) The Company also contributes to a Swedish pension plan that supplements the Swedish social insurance system. The pension plan guarantees employees a pension based on a percentage of their salary and also represents a multi-employer pension plan, however the pension plan was not significant in any year presented. This pension plan is not underfunded.

Defined benefit pension plans [Member]

Defined Benefit Plan Disclosure [Line Items]

Schedule of Net Funded Status

The accompanying balance sheets reflect the underfunded status of the Company’s defined benefit pension plans at December 31, 2011 and 2010, respectively. Reconciliations of the obligations and underfunded status of the plans follow:

	2011									2010
	U.S.			Non-U.S.			Total			U.S.			Non-U.S.			Total
Benefit obligation, January 1	$	343,425		$	71,548		$	414,973		$	323,347		$	65,039		$	388,386
Service cost	4,794			1,129			5,923			5,172			983			6,155
Interest cost	18,906			3,546			22,452			19,494			3,449			22,943
Amendments	117			—			117			1,656			672			2,328
Actuarial loss	33,078			1,231			34,309			16,194			3,979			20,173
Benefits paid	(22,338		)	(4,453		)	(26,791		)	(22,438		)	(4,451		)	(26,889		)
Transfers in	—			951			951			—			1,262			1,262
Plan Curtailments	—			(2,106		)	(2,106		)	—			—			—
Plan Settlements	—			(7,757		)	(7,757		)	—			—			—
Participant contributions	—			598			598			—			423			423
Foreign exchange rate changes	—			(1,243		)	(1,243		)	—			192			192
Benefit obligation, December 31	377,982			63,444			441,426			343,425			71,548			414,973
Fair value of plan assets, January 1	298,910			58,983			357,893			272,540			52,816			325,356
Actual return on plan assets	(5,808		)	1,828			(3,980		)	40,092			5,241			45,333
Company contributions	12,774			4,706			17,480			8,716			2,756			11,472
Participant contributions	—			598			598			—			423			423
Benefits paid	(22,338		)	(4,453		)	(26,791		)	(22,438		)	(4,451		)	(26,889		)
Plan Settlements	—			(5,131		)	(5,131		)	—			—			—
Transfers in	—			951			951			—			1,262			1,262
Foreign exchange rate changes	—			(650		)	(650		)	—			936			936
Fair value of plan assets, December 31	283,538			56,832			340,370			298,910			58,983			357,893
Underfunded status, December 31	$	(94,444	)	$	(6,612	)	$	(101,056	)	$	(44,515	)	$	(12,565	)	$	(57,080	)

Schedule of Amounts Recognized in Balance Sheet

Amounts related to pensions recognized in the accompanying balance sheets consist of:

	2011									2010
	U.S.			Non-U.S.			Total			U.S.			Non-U.S.			Total
Other assets	$	3,325		$	286		$	3,611		$	7,364		$	62		$	7,426
Accrued liabilities	2,705			386			3,091			2,725			450			3,175
Accrued retirement benefits	95,064			6,512			101,576			49,154			12,177			61,331
Accumulated other non-owner changes to equity, net	(104,960		)	(20,092		)	(125,052		)	(66,543		)	(19,711		)	(86,254		)

Schedule of Amounts in Accumulated Other Comprehensive Income (Loss)

Amounts related to pensions recognized in accumulated other non-owner changes to equity, net of tax, at December 31, 2011 and 2010, respectively, consist of:

	2011									2010
	U.S.			Non-U.S.			Total			U.S.			Non-U.S.			Total
Net actuarial loss	$	(103,025	)	$	(19,543	)	$	(122,568	)	$	(64,031	)	$	(19,074	)	$	(83,105	)
Prior service costs	(1,935		)	(549		)	(2,484		)	(2,512		)	(637		)	(3,149		)
	$	(104,960	)	$	(20,092	)	$	(125,052	)	$	(66,543	)	$	(19,711	)	$	(86,254	)

Other postretirement benefit plans [Member]

Defined Benefit Plan Disclosure [Line Items]

Schedule of Net Funded Status

The accompanying balance sheets reflect the underfunded status of the Company’s other postretirement benefit plans at December 31, 2011 and 2010. Reconciliations of the obligations and underfunded status of the plans follow:

	2011			2010
Benefit obligation, January 1	$	55,188		$	54,811
Service cost	286			357
Interest cost	2,831			3,182
Amendments	(2,376		)	—
Actuarial loss	5,728			2,500
Benefits paid	(9,734		)	(6,693		)
Curtailment gain	—			(950		)
Participant contributions	2,679			1,846
Foreign exchange rate changes	(15		)	135
Benefit obligation, December 31	54,587			55,188
Fair value of plan assets, January 1	—			—
Company contributions	7,055			4,847
Participant contributions	2,679			1,846
Benefits paid	(9,734		)	(6,693		)
Fair value of plan assets, December 31	—			—
Underfunded status, December 31	$	54,587		$	55,188

Schedule of Amounts Recognized in Balance Sheet

Amounts related to other postretirement benefits recognized in the accompanying balance sheets consist of:

	2011			2010
Accrued liabilities	$	5,314		$	5,226
Accrued retirement benefits	49,273			49,962
Accumulated other non-owner changes to equity, net	(5,601		)	(3,044		)

Schedule of Amounts in Accumulated Other Comprehensive Income (Loss)

Amounts related to other postretirement benefits recognized in accumulated other non-owner changes to equity, net of tax, at December 31, 2011 and 2010 consist of:

	2011			2010
Net actuarial loss	$	(10,194	)	$	(7,118	)
Prior service credits	4,593			4,074
	$	(5,601	)	$	(3,044	)

XML

Pension and Other Postretirement Benefits (Details 9) (Defined benefit pension plans [Member], USD $) In Thousands, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	$ 340,370	$ 357,893	$ 325,356
Quoted Prices in Active Markets for Identical Assets (Level 1)
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	120,989	132,032
Significant Other Observable Inputs (Level 2)
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	219,381	225,861
Significant Unobservable Inputs (Level 3)
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	0
Cash and short-term investments [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	10,227	4,157
Cash and short-term investments [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1)
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	10,227	4,157
Cash and short-term investments [Member] | Significant Other Observable Inputs (Level 2)
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	0	0
Cash and short-term investments [Member] | Significant Unobservable Inputs (Level 3)
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	0	0
Equity Securities, U.S. large-cap [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	86,709	98,766
Equity Securities, U.S. large-cap [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1)
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	41,419	50,847
Equity Securities, U.S. large-cap [Member] | Significant Other Observable Inputs (Level 2)
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	45,290	47,919
Equity Securities, U.S. large-cap [Member] | Significant Unobservable Inputs (Level 3)
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	0	0
Equity Securities, U.S. mid-cap [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	33,264	38,069
Equity Securities, U.S. mid-cap [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1)
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	33,264	38,069
Equity Securities, U.S. mid-cap [Member] | Significant Other Observable Inputs (Level 2)
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	0	0
Equity Securities, U.S. mid-cap [Member] | Significant Unobservable Inputs (Level 3)
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	0	0
Equity Securities, U.S. small-cap [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	36,079	38,959
Equity Securities, U.S. small-cap [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1)
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	36,079	38,959
Equity Securities, U.S. small-cap [Member] | Significant Other Observable Inputs (Level 2)
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	0	0
Equity Securities, U.S. small-cap [Member] | Significant Unobservable Inputs (Level 3)
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	0	0
Equity Securities, International equities [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	69,163	74,308
Equity Securities, International equities [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1)
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	0	0
Equity Securities, International equities [Member] | Significant Other Observable Inputs (Level 2)
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	69,163	74,308
Equity Securities, International equities [Member] | Significant Unobservable Inputs (Level 3)
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	0	0
U.S. bond funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	61,974	57,547
U.S. bond funds [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1)
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	0	0
U.S. bond funds [Member] | Significant Other Observable Inputs (Level 2)
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	61,974	57,547
U.S. bond funds [Member] | Significant Unobservable Inputs (Level 3)
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	0	0
International bonds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	27,221	29,313
International bonds [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1)
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	0	0
International bonds [Member] | Significant Other Observable Inputs (Level 2)
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	27,221	29,313
International bonds [Member] | Significant Unobservable Inputs (Level 3)
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	0	0
Real estate securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	15,432	16,199
Real estate securities [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1)
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	0	0
Real estate securities [Member] | Significant Other Observable Inputs (Level 2)
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	15,432	16,199
Real estate securities [Member] | Significant Unobservable Inputs (Level 3)
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	0	0
Other [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	301	575
Other [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1)
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	0	0
Other [Member] | Significant Other Observable Inputs (Level 2)
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	301	575
Other [Member] | Significant Unobservable Inputs (Level 3)
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	$ 0	$ 0

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Stock Plans (Details 1) (Employee Stock Purchase Plan [Member], USD $)	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Employee Stock Purchase Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Maximum employee contribution to ESPP, monetary	$ 25
Maximum employee contribution to ESPP, percent of base compensation	10.00%
Common Stock Discount Purchase Price	95.00%
Shares Available Under Employee Stock Purchase Plan	4,550,000
Stock Issued During Period, Shares, Employee Stock Purchase Plans	31,874	41,791	64,394
Proceeds from Stock Plans	$ 670,000	$ 733,000	$ 829,000
Number Of Shares Available Under Employee Stock Purchase Plan	364,153

XML

Accrued Liabilities (Tables)

12 Months Ended

Dec. 31, 2011

Accrued Liabilities [Abstract]

Schedule of Accrued Liabilities

Accrued liabilities at December 31 consisted of:

	2011		2010
Payroll and other compensation	$	41,070	$	38,530
Pension and other postretirement benefits	8,405		8,401
Other	42,775		39,671
	$	92,250	$	86,602

XML

Inventories (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
Inventory Disclosure [Abstract]
Finished goods	$ 121,984	$ 127,254
Work-in-process	60,557	57,784
Raw material and supplies	33,979	31,344
Inventories	$ 216,520	$ 216,382

XML

Pension and Other Postretirement Benefits (Details 1) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Compensation and Retirement Disclosure [Abstract]
Contribution expense	$ 5,106	$ 3,717	$ 4,120

XML

Debt and Commitments (Details 3) (Convertible Debt [Member], USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Debt Instrument [Line Items]
Debt Instrument, Convertible, Interest Expense	$ 5,261	$ 11,075	$ 12,159
Coupon [Member] | 3.75% Convertible Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Convertible, Interest Expense	1,225	3,469	3,610
Coupon [Member] | 3.375% Convertible Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Convertible, Interest Expense	1,878	1,878	2,629
Debt discount amortization [Member] | 3.75% Convertible Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Convertible, Interest Expense	114	3,841	3,685
Debt discount amortization [Member] | 3.375% Convertible Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Convertible, Interest Expense	$ 2,044	$ 1,887	$ 2,235

XML

Information on Business Segments (Tables)

12 Months Ended

Dec. 31, 2011

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

Operations by Reportable Business Segment

	Logistics and Manufacturing Services		Precision Components		Other			Total Company
Revenues
2011	$	492.9	$	687.5	$	(11.0	)	$	1,169.4
2010	443.9		595.9		(11.2		)	1,028.6
2009	428.3		501.5		(6.4		)	923.4
Operating profit
2011	$	64.8	$	62.8	$	—		$	127.6
2010	39.1		47.3		—			86.4
2009	48.7		14.8		—			63.5
Assets
2011	$	642.6	$	634.3	$	163.5		$	1,440.4
2010	716.5		605.8		81.0			1,403.3
2009	723.6		539.6		88.8			1,352.0
Depreciation and amortization
2011	$	27.5	$	29.5	$	1.9		$	58.9
2010	24.9		26.1		1.8			52.8
2009	24.7		24.8		2.0			51.5
Capital expenditures
2011	$	7.5	$	29.4	$	0.2		$	37.1
2010	10.0		18.7		0.1			28.8
2009	13.8		16.3		0.4			30.5

_________________________

Notes:

One customer, General Electric, accounted for 19%, 20% and 24% of the Company’s total revenues in 2011, 2010 and 2009, respectively.

“Other” revenues represent the elimination of intersegment sales.

“Other” assets include corporate-controlled assets, the majority of which are cash and deferred tax assets

Reconciliation of Operating Profit (Loss) from Segments to Consolidated

A reconciliation of the total reportable segments’ operating profit to income from continuing operations before income taxes follows:

	2011		2010		2009
Operating profit	$	127.6	$	86.4	$	63.5
Interest expense	10.3		20.0		22.5
Other expense (income), net	0.4		2.6		(2.0		)
Income from continuing operations before income taxes	$	116.9	$	63.8	$	43.0

Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas

Operations by Geographic Area

	Domestic		International		Other			Total Company
Revenues
2011	$	765.6	$	442.0	$	(38.2	)	$	1,169.4
2010	701.7		368.6		(41.7		)	1,028.6
2009	655.4		300.5		(32.5		)	923.4
Long-lived assets
2011	$	303.7	$	559.0	$	—		$	862.7
2010	290.4		619.9		—			910.3
2009	299.3		619.4		—			918.7

_________________________

Notes:

International sales derived from any one country did not exceed 10% of the Company’s total revenues.

“Other” revenues represent the elimination of intercompany sales between geographic locations, of which approximately 49% were sales from international locations to domestic locations.

Long-lived assets located in any one international country that exceeded 10% of the Company’s total long-lived assets as of December 31, 2011 were $247.3 million of intangible assets related to the RSPs recorded in Singapore, $142.2 million primarily related to goodwill and property, plant and equipment at the Hänggi division of the Precision Components segment located in Switzerland and $87.5 million primarily related to goodwill at the Stromsholmen division of the Precision Components segment located in Sweden

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Consolidated Statements of Changes in Stockholders' Equity (Parentheticals) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Statement of Stockholders' Equity [Abstract]
Foreign currency translation adjustments, tax	$ (296)	$ 861	$ 1,938
Unrealized gains (losses) on hedging activities, tax	232	857	326
Pension and postretirement benefits adjustments, tax	$ (25,605)	$ (2,340)	$ 7,488

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Debt and Commitments (Details 4) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011
Debt Disclosure [Abstract]
Long-term Debt, Maturities, Repayments of Principal in 2012	$ 12,904
Long-term Debt, Maturities, Repayments of Principal in 2013	540
Long-term Debt, Maturities, Repayments of Principal in 2014	56,041
Long-term Debt, Maturities, Repayments of Principal in 2015	0
Long-term Debt, Maturities, Repayments of Principal in 2016	281,900
Long-term Debt, Maturities, Repayments of Principal, thereafter	$ 0

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Stock-based Compensation (Tables)

12 Months Ended

Dec. 31, 2011

Share-based Compensation [Abstract]

Schedule of Share-based Compensation, Stock Options, Activity

The following table summarizes information about the Company’s stock option awards during 2011:

	Number of Shares		Weighted-Average Exercise Price
Outstanding, January 1, 2011	4,215,811		$	16.31
Granted	379,900		20.69
Exercised	(1,836,572	)	15.20
Forfeited	(121,836	)	17.19
Outstanding, December 31, 2011	2,637,303		17.67

Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range

The following table summarizes information about stock options outstanding at December 31, 2011:

	Options Outstanding				Options Exercisable
Range of Exercise Prices	Number Of Shares	Average Remaining Life (Years)	Average Exercise Price		Number Of Shares	Average Exercise Price
$9.56 to $11.50	671,172	6.39	$	11.35	435,150	$	11.30
$12.62 to $18.63	706,006	6.23	15.54		393,969	15.73
$19.13 to $22.34	990,620	6.40	21.11		603,954	21.41
$23.26 to $33.45	269,505	5.68	26.34		243,334	26.47

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

The fair value of each stock option grant on the date of grant was estimated using the Black-Scholes option-pricing model based on the following weighted average assumptions:

	2011		2010		2009
Risk-free interest rate	2.04	%	2.32	%	1.80	%
Expected life (years)	5.2		5.2		5.3
Expected volatility	49.6	%	49.5	%	45.0	%
Expected dividend yield	2.75	%	2.98	%	2.98	%

Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable

The following table summarizes information about stock options outstanding that are expected to vest and stock options outstanding that are exercisable at December 31, 2011:

Options Outstanding, Expected to Vest						Options Outstanding, Exercisable
Shares	Weighted- Average Exercise Price		Aggregate Intrinsic Value		Weighted- Average Remaining Term (Years)	Shares	Weighted- Average Exercise Price		Aggregate Intrinsic Value		Weighted- Average Remaining Term (Years)
2,565,657	$	17.67	$	17,105	6.28	1,676,407	$	18.19	$	10,507	5.22

Schedule of Share-based Compensation, Restricted Stock Units, Activity

The following table summarizes information about the Company’s Rights during 2011:

	Service Based Rights				Service and Performance Based Rights				Service and Market Based Rights
	Number of Units		Weighted Average Grant Date Fair Value		Number of Units		Weighted Average Grant Date Fair Value		Number of Units		Weighted Average Grant Date Fair Value
Outstanding, January 1, 2011	609,703		$	14.64	33,898		$	17.87	—		$	—
Granted	111,989		20.77		53,000		20.69		26,500		36.33
Forfeited	(46,380	)	13.54		(3,059	)	20.69		(1,530	)	36.33
Vested / Issued	(188,507	)	21.56		(18,432	)	15.88		—		—
Outstanding, December 31, 2011	486,805		14.85		65,407		20.58		24,970		36.33

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2011

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Leases

The Company has various noncancellable operating leases for buildings, office space and equipment. Rent expense was $19,678, $20,179 and $20,535 for 2011, 2010 and 2009, respectively. Minimum rental commitments under noncancellable leases in years 2012 through 2016 are $9,688, $8,374, $4,614, $1,675 and $1,564, respectively, and $4,270 thereafter. The rental expense and minimum rental commitments of leases with step rent provisions are recognized on a straight-line basis over the lease term.

Product Warranties

The Company provides product warranties in connection with the sale of certain products. From time to time, the Company is subject to customer claims with respect to product warranties. Product warranty liabilities were not significant as of December 31, 2011 or 2010.

The Company was named in a lawsuit arising out of an alleged breach of contract and implied warranty by a customer of Toolcom, a division of the Logistics and Manufacturing Services segment, related to the sale of certain products prior to the Company’s 2005 acquisition of Toolcom. In 2006, the plaintiff filed the lawsuit in civil court in Scotland and asserted that certain products sold were not fit for a particular use and claims approximately 5,500 pounds sterling (approximately $8,500 at December 31, 2011) in damages, plus interest at the statutory rate of 8% per annum and costs. In 2010, the court found that Toolcom was in breach of contract and implied warranty, and ordered Toolcom to pay a portion of the plaintiff’s attorneys’ fees. The court has not made determinations as to causation and damages. Although the Company intends to vigorously defend its position with respect to causation and damages, based on reviews of the currently available information and acknowledging the uncertainties of litigation, management has provided for what it believes to be a reasonable estimate of loss exposure. While it is currently not possible to determine the ultimate outcome of this matter, the Company believes that any ultimate losses would not be expected to have a material adverse effect on the Company’s consolidated financial position or cash flows, but could be material to the consolidated results of operations of any one period.

Income Taxes

In connection with an IRS audit for the tax years 2000 through 2002, the IRS proposed adjustments to these tax years of approximately $16,500, plus a potential penalty of 20% of the tax assessment plus interest. The adjustment relates to the federal taxation of foreign income of certain foreign subsidiaries.  The Company filed an administrative protest of these adjustments.  In the third quarter of 2009, the Company was informed that its protest was denied and a tax assessment was received from the Appeals Office of the IRS.  In November 2009, the Company filed a petition against the IRS in the U.S. Tax Court contesting the tax assessment received.  Based on the schedule established by the court in September 2011 and developments to date, the Company expects a trial to begin during the first quarter of 2012. Depending on the outcome, an appeal by either party is possible. The Company continues to believe its tax position on the issues raised by the IRS is correct and the Company plans to continue to take appropriate actions to vigorously defend its position.  The Company believes it should prevail on this issue. While any additional impact on the Company's liability for income taxes cannot presently be determined, the Company continues to believe it is adequately provided for and the outcome is not expected to have a material effect on the Company's consolidated financial position or cash flows, but could be material to the consolidated results of operations of any one period.

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Information on Business Segments

12 Months Ended

Dec. 31, 2011

Segment Reporting [Abstract]

Information on Business Segments

Information on Business Segments

The Company’s reportable segments offer different products and services. Each segment is managed separately because each business has different core functional and delivery capabilities.

During the fourth quarter of 2011, the Company sold its Barnes Distribution Europe businesses (the "BDE" business). The BDE business was comprised of the Company's European KENT, Toolcom and BD France businesses that were reported within the Company's Logistics and Manufacturing Services segment. The results of these operations have been segregated and presented as discontinued operations in the consolidated financial statements. Segment revenues and operating profit have been adjusted on a retrospective basis for the impact of discontinued operations, including a reallocation of corporate overhead expenses.

The Company operates two reportable business segments, as follows:

Logistics and Manufacturing Services provides value-added logistics support and repair services. Value-added logistics support services include inventory management, technical sales, and supply chain solutions for maintenance, repair, operating, and production supplies and services. Repair services provided include the manufacturing of spare parts for the refurbishment and repair of highly engineered components and assemblies for commercial and military aviation.

Logistics and Manufacturing Services has sales, distribution, and manufacturing operations in the United States, Brazil, Canada, China, France, Mexico, Singapore, Spain and the United Kingdom. Products and services are available in more than 30 countries.

The global operations are engaged in supplying, servicing, and manufacturing of maintenance, repair, and operating components. Activities include logistics support through vendor-managed inventory and technical sales for stocked replacement parts and other products, catalog offerings and custom solutions, and the manufacture and delivery of aerospace aftermarket spare parts, including the RSPs, and component repairs. Key business drivers include a value proposition centered on customer service, delivery, multiple sales channels, procurement systems, and strong customer relationships. In addition, the manufacturing and supplying of aerospace aftermarket spare parts, including the RSPs, are dependent upon the reliable and timely delivery of high-quality components.

The Logistics and Manufacturing Services segment faces active competition throughout the world. The products and services offered are not unique, and its competitors provide substantially similar products and services. Competition comes from local, regional, and national, maintenance and repair supply distributors and specialty manufacturers of springs, gas struts and engineered hardware. The aerospace aftermarket business competes with aerospace OEMs, service centers of major commercial airlines and other independent service companies for the repair and overhaul of turbine engine components. Service alternatives, timeliness and reliability of supply, price, technical capability, product breadth, quality and overall customer service are important competitive factors.

Precision Components is a global supplier of engineered components for critical applications focused on providing solutions for a diverse industrial, transportation and aerospace customer base. It is equipped to produce virtually every type of precision spring, from fine hairsprings for electronics and instruments to large heavy-duty springs for machinery as well as precision-machined and fabricated components and assemblies for OEM turbine engine, airframe and industrial gas turbine builders throughout the world, and the military. It is also a leading manufacturer and supplier of precision mechanical products, including precision mechanical springs, compressor reed valves and nitrogen gas products. Precision Components also manufactures high-precision punched and fine-blanked components used in transportation and industrial applications, nitrogen gas springs and manifold systems used to precisely control stamping presses, and retention rings that position parts on a shaft or other axis.

Precision Components has a diverse customer base with products purchased by durable goods manufacturers located around the world in industries including transportation, consumer products, farm equipment, telecommunications, medical devices, home appliances and electronics, and airframe and gas turbine engine manufacturers for commercial and military jets, business jets, and land-based industrial gas turbines. Long-standing customer relationships enable Precision Components to participate in the design phase of components and assemblies through which customers receive the benefits of manufacturing research, testing and evaluation. Products are sold primarily through Precision Components’ direct sales force and a global distribution channel.

Precision Components competes with a broad base of large and small companies engaged in the manufacture and sale of custom metal components and assemblies while the aerospace manufacturing business competes with both the leading jet engine OEMs and a large number of machining and fabrication companies. Precision Components competes on the basis of quality, service, reliability of supply, engineering and technical capability, product breadth, innovation, design, and price.

Precision Components has manufacturing, sales, assembly and distribution operations in the United States, Brazil, Canada, China, Germany, Korea, Mexico, Singapore, Sweden, Switzerland, Thailand and the United Kingdom.

The Company evaluates the performance of its reportable segments based on the operating profit of the respective businesses, which includes net sales, cost of sales, selling and administrative expenses and certain components of other expense (income), net, as well as the allocation of corporate overhead expenses.

Sales between the business segments and between the geographic areas in which the businesses operate are accounted for on the same basis as sales to unaffiliated customers. Additionally, revenues are attributed to countries based on the location of manufacturing or distribution facilities.

The following tables (dollars shown in millions) set forth information about the Company’s operations by its reportable business segments and by geographic area.

Operations by Reportable Business Segment

	Logistics and Manufacturing Services		Precision Components		Other			Total Company
Revenues
2011	$	492.9	$	687.5	$	(11.0	)	$	1,169.4
2010	443.9		595.9		(11.2		)	1,028.6
2009	428.3		501.5		(6.4		)	923.4
Operating profit
2011	$	64.8	$	62.8	$	—		$	127.6
2010	39.1		47.3		—			86.4
2009	48.7		14.8		—			63.5
Assets
2011	$	642.6	$	634.3	$	163.5		$	1,440.4
2010	716.5		605.8		81.0			1,403.3
2009	723.6		539.6		88.8			1,352.0
Depreciation and amortization
2011	$	27.5	$	29.5	$	1.9		$	58.9
2010	24.9		26.1		1.8			52.8
2009	24.7		24.8		2.0			51.5
Capital expenditures
2011	$	7.5	$	29.4	$	0.2		$	37.1
2010	10.0		18.7		0.1			28.8
2009	13.8		16.3		0.4			30.5

_________________________

Notes:

One customer, General Electric, accounted for 19%, 20% and 24% of the Company’s total revenues in 2011, 2010 and 2009, respectively.

“Other” revenues represent the elimination of intersegment sales.

“Other” assets include corporate-controlled assets, the majority of which are cash and deferred tax assets.

A reconciliation of the total reportable segments’ operating profit to income from continuing operations before income taxes follows:

	2011		2010		2009
Operating profit	$	127.6	$	86.4	$	63.5
Interest expense	10.3		20.0		22.5
Other expense (income), net	0.4		2.6		(2.0		)
Income from continuing operations before income taxes	$	116.9	$	63.8	$	43.0

Operations by Geographic Area

	Domestic		International		Other			Total Company
Revenues
2011	$	765.6	$	442.0	$	(38.2	)	$	1,169.4
2010	701.7		368.6		(41.7		)	1,028.6
2009	655.4		300.5		(32.5		)	923.4
Long-lived assets
2011	$	303.7	$	559.0	$	—		$	862.7
2010	290.4		619.9		—			910.3
2009	299.3		619.4		—			918.7

_________________________

Notes:

International sales derived from any one country did not exceed 10% of the Company’s total revenues.

“Other” revenues represent the elimination of intercompany sales between geographic locations, of which approximately 49% were sales from international locations to domestic locations.

Long-lived assets located in any one international country that exceeded 10% of the Company’s total long-lived assets as of December 31, 2011 were $247.3 million of intangible assets related to the RSPs recorded in Singapore, $142.2 million primarily related to goodwill and property, plant and equipment at the Hänggi division of the Precision Components segment located in Switzerland and $87.5 million primarily related to goodwill at the Stromsholmen division of the Precision Components segment located in Sweden.

In the first quarter of 2012, the Company is realigning its organizational structure by aligning its strategic business units which will result in three reportable business segments: Aerospace, Industrial and Distribution. The Aerospace segment will produce precision-machined and fabricated components and assemblies for original equipment manufacturer (“OEM”) turbine engine, airframe and industrial gas turbine builders throughout the world, and for the military. Aerospace will also provide jet engine component overhaul and repair services for many of the world's major turbine engine manufacturers, commercial airlines and the military. In addition, Aerospace will manufacture and provide aerospace aftermarket spare parts and will provide repair services for aerospace engine components. The Industrial segment will be a global supplier of high quality manufactured precision components for critical applications serving diverse industrial end markets such as transportation, energy, electronics, medical and consumer products. The Distribution segment will be an industry leader in logistics support through vendor managed inventory and technical sales for maintenance, repair, operating and production supplies, as well as the design, manufacture and distribution of engineered supplies for the global industrial base. All previously reported segment information will be adjusted on a retrospective basis to reflect this change beginning in the first quarter of 2012.

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Information on Business Segments (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Segment Reporting Information [Line Items]
Number Of Reportable Segments	2
Revenues	$ 1,169,355	$ 1,028,617	$ 923,353
Operating profit	127,555	86,398	63,475
Assets	1,440,365	1,403,257	1,351,990
Depreciation and amortization	58,904	52,770	51,487
Capital expenditures	37,082	28,759	30,502
Interest expense	10,271	19,984	22,468
Other expense (income), net	395	2,609	(1,953)
Income from continuing operations before income taxes	116,889	63,805	42,960
General Electric [Member]
Segment Reporting Information [Line Items]
Entity-Wide Revenue, Major Customer, Percent	19.00%	20.00%	24.00%
Logistics and Manufacturing Services [Member]
Segment Reporting Information [Line Items]
Revenues	492,900	443,900	428,300
Operating profit	64,800	39,100	48,700
Assets	642,600	716,500	723,600
Depreciation and amortization	27,500	24,900	24,700
Capital expenditures	7,500	10,000	13,800
Precision Components [Member]
Segment Reporting Information [Line Items]
Revenues	687,500	595,900	501,500
Operating profit	62,800	47,300	14,800
Assets	634,300	605,800	539,600
Depreciation and amortization	29,500	26,100	24,800
Capital expenditures	29,400	18,700	16,300
Other [Member]
Segment Reporting Information [Line Items]
Revenues	(11,000)	(11,200)	(6,400)
Operating profit	0	0	0
Assets	163,500	81,000	88,800
Depreciation and amortization	1,900	1,800	2,000
Capital expenditures	$ 200	$ 100	$ 400

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Business Reorganizations (Details) (Precision Components [Member], USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2009 Other Workforce Reduction Actions	Dec. 31, 2011 2009 Restructuring Reserve	Dec. 31, 2010 2009 Restructuring Reserve	Dec. 31, 2009 2009 Restructuring Reserve
Restructuring Cost and Reserve [Line Items]
Restructuring Charges	$ 1,336	$ 4,904
Restructuring Reserve				85	172	3,337
Severance expense			3,358
Restructuring Reserve, Period Expense					(337)
Restructuring Reserve, Settled with Cash				(83)	(2,812)
Restructuring Reserve, Translation Adjustment				$ (4)	$ (16)

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2011

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation of the U.S. federal statutory income tax rate to the consolidated effective income tax rate from continuing operations follows:

	2011		2010		2009
U.S. federal statutory income tax rate	35.0	%	35.0	%	35.0	%
State taxes (net of federal benefit)	0.9		0.4		0.7
Foreign losses without tax benefit	0.3		3.0		6.0
Foreign operations taxed at lower rates	(20.6	)	(28.0	)	(42.7	)
ESOP dividend	(0.3	)	(0.7	)	(1.7	)
Repatriation from current year foreign earnings	5.9		4.7		—
Other	0.5		1.0		3.0
Consolidated effective income tax rate	21.7	%	15.4	%	0.3	%

Schedule of Income before Income Tax, Domestic and Foreign and Components of Income Tax Expense

The components of Income from continuing operations before income taxes and Income taxes follow:

	2011			2010			2009
Income (loss) from continuing operations before income taxes:
U.S.	$	19,341		$	(8,545	)	$	(7,920	)
International	97,548			72,350			50,880
Income from continuing operations before income taxes	$	116,889		$	63,805		$	42,960
Income tax provision:
Current:
U.S. – federal	$	11,829		$	578		$	(30	)
U.S. – state	805			758			203
International	11,695			9,958			7,486
	24,329			11,294			7,659
Deferred:
U.S. – federal	831			(423		)	(2,236		)
U.S. – state	928			(434		)	290
International	(772		)	(610		)	(5,583		)
	987			(1,467		)	(7,529		)
Income taxes	$25,316			$9,827			$130

Schedule of Deferred Tax Assets and Liabilities

Deferred income tax assets and liabilities at December 31 consist of the tax effects of temporary differences related to the following:

	Assets						Liabilities
	2011			2010			2011			2010
Allowance for doubtful accounts	$	767		$	1,171		$	71		$	70
Depreciation and amortization	708			2,541			12,359			12,060
Inventory valuation	12,890			11,018			1,109			992
Other postretirement/postemployment costs	20,945			20,889			(354		)	(321		)
Tax loss carryforwards	39,238			58,692			—			(1,349		)
Pension	43,998			20,747			23			125
Accrued compensation	6,885			11,073			—			—
Goodwill	(31,807		)	(28,337		)	633			635
Swedish tax incentive	—			—			3,922			4,169
Contingent convertible debt interest	(10,089		)	(25,046		)	—			—
Unrealized foreign currency (loss) gain	—			—			2,463			2,652
Other	9,636			10,459			1,867			3,664
	93,171			83,207			22,093			22,697
Valuation allowance	(16,681		)	(30,036		)	—			—
	$	76,490		$	53,171		$	22,093		$	22,697
Current deferred income taxes	$	28,829		$	10,449		$	1,431		$	1,667
Non-current deferred income taxes	47,661			42,722			20,662			21,030
	$	76,490		$	53,171		$	22,093		$	22,697

Summary of Income Tax Contingencies

A reconciliation of the unrecognized tax benefits for 2011, 2010 and 2009 follows:

	2011			2010			2009
Balance at January 1	$	7,102		$	7,017		$	7,611
Increase (decrease) in unrecognized tax benefits due to:
Tax positions taken during prior periods	—			240			—
Tax positions taken during the current period	215			17			59
Settlements with taxing authorities	(175		)	—			(320		)
Lapse of the applicable statute of limitations	(177		)	(172		)	(333		)
Balance at December 31	$	6,965		$	7,102		$	7,017

The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. The liability for unrecognized tax benefits included accrued interest of $0, $39 and $29 at December 31, 2011, 2010 and 2009, respectively.

The Company or its subsidiaries file income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. In the normal course of business, the Company is subject to examination by various taxing authorities, including the IRS in the U.S. and the taxing authorities in other major jurisdictions such as Brazil, Canada, France, Germany, Mexico, Singapore, Sweden, Switzerland and the United Kingdom. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2003. See Note 20 of the Consolidated Financial Statements for a discussion of current IRS matters.

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Accounting Changes

12 Months Ended

Dec. 31, 2011

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

Accounting Changes

Accounting Changes

In September 2011, the Financial Accounting Standards Board (“FASB”) amended its guidance related to the disclosure of multi-employer pension plans. The guidance requires incremental disclosures that provide additional information related to an employer's financial obligations within multi-employer pension plans. The provisions of the amended guidance were effective for the Company in the year ending December 31, 2011. The Company adopted the provisions of the amended accounting standard during the fourth quarter of 2011. The provisions have been applied retrospectively. See Note 11 of the Consolidated Financial Statements.

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Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2011

Valuation and Qualifying Accounts [Abstract]

Schedule of Valuation and Qualifying Accounts Disclosure

Schedule II—Valuation and Qualifying Accounts

Years Ended December 31, 2011, 2010 and 2009

(In thousands)

Allowances for Doubtful Accounts:
Balance December 31, 2008	$	6,174
Provision charged to income	3,322
Doubtful accounts written off (net)	(3,709		)
Other adjustments(1)	128
Balance December 31, 2009	5,915
Provision charged to income	1,784
Doubtful accounts written off (net)	(2,221		)
Other adjustments(1)	(452		)
Balance December 31, 2010	5,026
Provision charged to income	1,623
Doubtful accounts written off (net)	(2,364		)
Other adjustments(1)	(1,387		)
Balance December 31, 2011	$	2,898

(1) These amounts are comprised primarily of foreign currency translation and other reclassifications. The reduction in 2011 includes $1.267 million of reserves recorded at the Barnes Distribution Europe businesses which were sold in the fourth quarter of 2011.

Schedule II—Valuation and Qualifying Accounts

Years Ended December 31, 2011, 2010 and 2009

(In thousands)

Valuation Allowance on Deferred Tax Assets:
Balance December 31, 2008	$	22,644
Additions charged to income tax expense	6,806
Reductions charged to other comprehensive income	(459		)
Reductions credited to income tax expense	(1,463		)
Changes due to foreign currency translation	2,154
Balance December 31, 2009	29,682
Additions charged to income tax expense	1,893
Reductions charged to other comprehensive income	(149		)
Reductions credited to income tax expense	(1,533		)
Changes due to foreign currency translation	143
Balance December 31, 2010	30,036
Additions charged to income tax expense	93
Additions charged to other comprehensive income	466
Reductions credited to income tax expense	(1,628		)
Changes due to foreign currency translation	(521		)
Divestiture (1)	(11,765		)
Balance December 31, 2011	$	16,681

(1) The reduction in 2011 reflects the valuation allowance recorded at the Barnes Distribution Europe businesses which were sold in the fourth quarter of 2011.

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Consolidated Statements of Changes in Stockholders' Equity (USD $) In Thousands, except Share data, unless otherwise specified	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock [Member]	Retained Earnings [Member]	Accumulated Other Non-Owner Changes to Equity [Member]
Balance at Dec. 31, 2008	$ 598,574	$ 552	$ 269,215	$ (46,705)	$ 465,428	$ (89,916)
Balance (shares) at Dec. 31, 2008		55,230,000		(3,006,000)
Comprehensive income (loss):
Net income	39,001				39,001
Foreign currency translation adjustments, net of tax	28,399					28,399
Unrealized gains on hedging activities, net of tax	273					273
Pension and postretirement benefits adjustments, net of tax	11,748					11,748
Comprehensive income	79,421				39,001	40,420
Dividends paid	(25,600)				(25,600)
Stock contribution to pension plans, value	9,815		(6,555)	16,370
Stock contribution to pension plans, shares				737,463
Convertible note repurchases, value	12,788		(2,644)	15,432
Convertible note repurchases, shares				1,154,265
Common stock repurchases, value	(314)			(314)
Common stock repurchases, shares				(21,000)
Employee stock plans, value		8
Adjustments to Additional Paid in Capital, Other			10,768
Employee stock plans, shares		744,000
Employee stock plans, shares withheld for taxes				(47,000)
Employee stock plans, shares withheld for taxes, value				(622)
Dividends paid to holders of certain restricted stock units					(125)
Employee stock plans, value, total	10,029
Balance at Dec. 31, 2009	684,713	560	270,784	(15,839)	478,704	(49,496)
Balance (shares) at Dec. 31, 2009		55,974,000		(1,182,000)
Comprehensive income (loss):
Net income	53,278				53,278
Foreign currency translation adjustments, net of tax	16,973					16,973
Unrealized gains on hedging activities, net of tax	1,446					1,446
Pension and postretirement benefits adjustments, net of tax	(5,517)					(5,517)
Comprehensive income	66,180				53,278	12,902
Dividends paid	(17,461)				(17,461)
Convertible note repurchases, shares	0
Common stock repurchases, value	(28,100)			(28,100)
Common stock repurchases, shares				(1,484,000)
Employee stock plans, value		5
Adjustments to Additional Paid in Capital, Other			7,503
Employee stock plans, shares		544,000
Employee stock plans, shares withheld for taxes				(25,000)
Employee stock plans, shares withheld for taxes, value				(440)
Dividends paid to holders of certain restricted stock units					(281)
Employee stock plans, value, total	6,787
Balance at Dec. 31, 2010	712,119	565	278,287	(44,379)	514,240	(36,594)
Balance (shares) at Dec. 31, 2010		56,518,000		(2,691,000)
Comprehensive income (loss):
Net income	64,715				64,715
Foreign currency translation adjustments, net of tax	2,514					2,514
Unrealized gains on hedging activities, net of tax	381					381
Pension and postretirement benefits adjustments, net of tax	(41,355)					(41,355)
Comprehensive income	26,255				64,715	(38,460)
Dividends paid	(18,629)				(18,629)
Convertible note repurchases, shares	0
Common stock repurchases, value	(34,066)			(34,066)
Common stock repurchases, shares				(1,509,000)
Convertible debt redemption, net of tax	(5,238)		(5,238)
Employee stock plans, value		21
Adjustments to Additional Paid in Capital, Other			43,202
Employee stock plans, shares		2,076,000
Employee stock plans, shares withheld for taxes				(54,000)
Employee stock plans, shares withheld for taxes, value				(1,124)
Dividends paid to holders of certain restricted stock units					(140)
Employee stock plans, value, total	41,959
Balance at Dec. 31, 2011	$ 722,400	$ 586	$ 316,251	$ (79,569)	$ 560,186	$ (75,054)
Balance (shares) at Dec. 31, 2011		58,594,000		(4,254,000)

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2011

Accounting Policies [Abstract]

General

General: The preparation of consolidated 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. Actual results could differ from those estimates. Certain reclassifications have been made to prior year amounts to conform to the current year presentation.

Consolidation

Consolidation: The accompanying consolidated financial statements include the accounts of the Company and all of its subsidiaries. Intercompany transactions and account balances have been eliminated.

Revenue recognition

Revenue recognition: Sales and related cost of sales are recognized when products are shipped or delivered to customers depending upon when title and risk of loss have passed. In the aerospace manufacturing businesses, the Company recognizes revenue based on the units-of-delivery method in accordance with accounting standards related to accounting for performance of construction-type and certain production-type contracts.

Operating expenses

Operating expenses: The Company includes manufacturing labor, material, manufacturing overhead and costs of its distribution network within cost of sales. Other costs, including selling personnel costs and commissions, and other general and administrative costs of the Company are included within selling and administrative expenses. Depreciation and amortization expense is allocated between cost of sales and selling and administrative expenses.

Cash and cash equivalents

Cash and cash equivalents: Cash in excess of operating requirements is invested in short-term, highly liquid, income-producing investments. All highly liquid investments purchased with an original maturity of three months or less are considered cash equivalents. Cash equivalents are carried at cost which approximates fair value.

Inventories

Inventories: Inventories are valued at the lower of cost, determined on a first-in, first-out basis, or market. Loss provisions, if any, on aerospace contracts are established when estimable. Loss provisions are based on the projected excess of manufacturing costs over the net revenues of the products or group of related products under contract.

Property, plant and equipment

Property, plant and equipment: Property, plant and equipment is stated at cost. Depreciation is recorded over estimated useful lives, ranging from 20 to 50 years for buildings, three to five years for computer equipment, four to 12 years for machinery and equipment and 12 to 17 years for furnaces and boilers. The straight-line method of depreciation was adopted for all property, plant and equipment placed in service after March 31, 1999. For property, plant and equipment placed into service prior to April 1, 1999, depreciation is calculated using accelerated methods.

Goodwill

Goodwill: Goodwill represents the excess purchase cost over the fair value of net assets of companies acquired in business combinations. Goodwill is considered an indefinite-lived asset. Goodwill is subject to impairment testing in accordance with accounting standards governing such on an annual basis or more frequently if an event or change in circumstances indicates that the fair value of a reporting unit has been reduced below its carrying value. Based on this assessment performed in the second quarter of each year, there was no goodwill impairment. See Note 5 of the Consolidated Financial Statements as the Company recorded a goodwill impairment charge related to the sale of the BDE business.

Revenue Sharing Programs

Revenue Sharing Programs (RSPs): The Company, through its aerospace aftermarket business, participates in aftermarket RSPs under which the Company receives an exclusive right to supply designated aftermarket parts over the life of the related aircraft engine program. As consideration, the Company has paid participation fees, which are recorded as long-lived intangible assets, and are recognized as a reduction of sales over the estimated useful life of the related engine programs which range up to 30 years. The Company records amortization of the related long-lived intangible asset as sales dollars are being earned based on a proportional sales dollar method. Specifically, this method amortizes each intangible asset as a reduction to revenue based on the proportion of sales under a program in a given period to the estimated aggregate sales dollars over the life of that program. This method reflects the pattern in which economic benefits are realized.

The recoverability of each intangible asset is subject to significant estimates about future revenues related to the program’s aftermarket parts. The Company evaluates these intangible assets for impairment and updates amortization rates on an agreement by agreement basis. The intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Annually, the Company evaluates the remaining useful life of these assets to determine whether events and circumstances warrant a revision to the remaining periods of amortization. Management updates revenue projections, which includes comparing actual experience against projected revenue and industry projections. The potential exists that actual revenues will not meet expectations due to a change in market conditions. A shortfall in future revenues may indicate a triggering event requiring an impairment test of the intangible asset or require the Company to accelerate amortization expense prospectively dependent on the level of the shortfall. The Company has not identified any impairment of these intangible assets.

Derivatives

Derivatives: Accounting standards related to the accounting for derivative instruments and hedging activities require that all derivative instruments be recorded on the balance sheet at fair value. Foreign currency contracts may qualify as fair value hedges of unrecognized firm commitments, cash flow hedges of recognized assets and liabilities or anticipated transactions, or a hedge of a net investment. Changes in the fair market value of derivatives that qualify as fair value hedges or cash flow hedges are recorded directly to earnings or accumulated other non-owner changes to equity, depending on the designation. Amounts recorded to accumulated other non-owner changes to equity are reclassified to earnings in a manner that matches the earnings impact of the hedged transaction. Any ineffective portion, or amounts related to contracts that are not designated as hedges, are recorded directly to earnings. The Company’s policy for classifying cash flows from derivatives is to report the cash flows consistent with the underlying hedged item.

Foreign currency

Foreign currency: Assets and liabilities of international operations are translated at year-end rates of exchange; revenues and expenses are translated at average rates of exchange. The resulting translation gains or losses are reflected in accumulated other non-owner changes to equity within stockholders’ equity.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

The Company accounts for the cost of all share-based payments, including stock options, by measuring the payments at fair value on the grant date and recognizing the cost in the results of operations. The fair values of stock options are estimated using the Black-Scholes option-pricing model based on certain assumptions. The fair values of service and performance based stock awards are estimated based on the fair market value of the Company’s stock price on the grant date. The fair value of market based performance share awards are estimated using the Monte Carlo valuation method. Estimated forfeiture rates are applied to outstanding awards. The Company records the cash flows resulting from tax deductions in excess of compensation for those options and other stock awards, if any, as financing cash flows. The Company has elected the shortcut method as described in the related accounting literature for determining the available pool of windfall tax benefits upon adoption. The Company accounts for the utilization of windfall tax benefits using the tax law ordering approach.

Please refer to Note 17 for a description of the Company’s stock-based compensation plans and their general terms. As of December 31, 2011, incentives have been awarded in the form of performance share unit awards and restricted stock unit awards (collectively, “Rights”) and stock options. The Company has elected to use the straight-line method to recognize compensation costs. Stock option awards vest over a period ranging from six months to five years. The maximum term of stock option awards is 10 years. Upon exercise of a stock option or upon vesting of Rights, shares are issued from treasury shares held by the Company or from authorized shares.

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Stock-Based Compensation (Details 3)	12 Months Ended
	Dec. 31, 2011 Year	Dec. 31, 2010 Year	Dec. 31, 2009 Year
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Risk-free interest rate	2.04%	2.32%	1.80%
Expected life (years)	5.2	5.2	5.3
Expected volatility	49.60%	49.50%	45.00%
Expected dividend yield	2.75%	2.98%	2.98%

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Derivatives (Tables)

12 Months Ended

Dec. 31, 2011

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

The following table sets forth the fair value amounts of derivative instruments held by the Company as of December 31.

	2011					2010
	Asset Derivatives		Liability Derivatives			Asset Derivatives		Liability Derivatives
Derivatives designated as hedging instruments:
Interest rate contracts	$	—	$	—		$	—	$	(667	)
Foreign exchange contracts	276		—			327		—
	276		—			327		(667		)
Derivatives not designated as hedging instruments:
Foreign exchange contracts	28		(976		)	1,290		—
Total derivatives	$	304	$	(976	)	$	1,617	$	(667	)

Asset derivatives are recorded in prepaid expenses and other current assets in the accompanying consolidated balance sheets. Liability derivatives related to interest rate contracts and foreign exchange contracts are recorded in other liabilities and accrued liabilities, respectively, in the accompanying consolidated balance sheets.

Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss)

The following table sets forth the gain (loss) recorded in accumulated other comprehensive income (loss), net of tax, for the years ended December 31, 2011 and 2010 for derivatives held by the Company and designated as hedging instruments.

	2011			2010
Cash flow hedges:
Interest rate contracts	$	422		$	1,262
Foreign exchange contracts	(41		)	184
	$	381		$	1,446

Amounts included within Accumulated other non-owner changes to equity that were reclassified to income during the year ended December 31, 2011 resulted in a fixed rate of interest of 2.947% plus the borrowing spread for the first $100,000 of one-month LIBOR borrowings through the three month period ended March 31, 2011. The amounts reclassified for the foreign exchange contracts were not material. Additionally, there were no amounts recognized in income for hedge ineffectiveness during the year ended December 31, 2011.

(Gain) Loss Recorded in Other (Income) Expense, Net in Consolidated Statements of Income

The following table sets forth the gain (loss) recorded in other expense (income), net in the consolidated statements of income for the year ended December 31, 2011 and 2010 for non-designated derivatives held by the Company. Such gains (losses) were substantially offset by (losses)/gains recorded on the underlying hedged asset or liability.

	2011			2010
Foreign exchange contracts	$	(2,238	)	$	2,925

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Property, Plant and Equipment (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 603,383	$ 611,055
Less accumulated depreciation	(392,599)	(392,621)
Property, plant and equipment, net	210,784	218,434
Depreciation expense	36,772	36,026	35,238
Land [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	14,995	15,711
Buildings [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	119,286	127,236
Machinery and equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 469,102	$ 468,108

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Pension and Other Postretirement Benefits (Details 6) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Defined Benefit Plan Disclosure [Line Items]
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax	$ (41,355)	$ (5,517)	$ 11,748
Defined benefit pension plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Prior service cost	(73)
Net loss	(44,289)
Amortization of prior service costs (credits)	727
Amortization of actuarial loss	4,298
Foreign exchange rate changes	531
Divestiture	8
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax	(38,798)
Other postretirement benefit plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Prior service cost	1,475
Net loss	(3,574)
Amortization of prior service costs (credits)	(957)
Amortization of actuarial loss	498
Foreign exchange rate changes	1
Divestiture	0
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax	$ (2,557)

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Consolidated Statements of Income (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Income Statement [Abstract]
Net sales	$ 1,169,355	$ 1,028,617	$ 923,353
Cost of sales	772,398	678,186	621,609
Selling and administrative expenses	269,402	264,033	238,269
Total operating costs and expenses	1,041,800	942,219	859,878
Operating income	127,555	86,398	63,475
Interest expense	10,271	19,984	22,468
Other expense (income), net	395	2,609	(1,953)
Income from continuing operations before income taxes	116,889	63,805	42,960
Income taxes	25,316	9,827	130
Income from continuing operations	91,573	53,978	42,830
Loss from discontinued operations, net of income taxes of $1,164, $931 and $815 respectively (Note 2)	(26,858)	(700)	(3,829)
Net income	$ 64,715	$ 53,278	$ 39,001
Basic:
Income from continuing operations	$ 1.66	$ 0.97	$ 0.79
Loss from discontinued operations, net of income taxes	$ (0.49)	$ (0.01)	$ (0.07)
Net income	$ 1.17	$ 0.96	$ 0.72
Diluted:
Income from continuing operations	$ 1.64	$ 0.96	$ 0.79
Loss from discontinued operations, net of income taxes	$ (0.48)	$ (0.01)	$ (0.07)
Net income	$ 1.16	$ 0.95	$ 0.72
Dividends	$ 0.34	$ 0.32	$ 0.48
Weighted average common shares outstanding [Abstract]
Basic	55,214,586	55,259,732	53,879,976
Diluted	55,931,882	55,925,187	54,206,426

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Comprehensive Income (Tables)

12 Months Ended

Dec. 31, 2011

Statement of Income and Comprehensive Income [Abstract]

Schedule of Comprehensive Income (Loss)

The components of accumulated other non-owner changes to equity, net of taxes, follow:

	Foreign Currency Translation Adjustments			Unrealized Gains/(Losses) On Hedging Activities			Pension and Other Postretirement Plans			Total
Balance, January 1, 2009	$	7,512		$	(1,899	)	$	(95,529	)	$	(89,916	)
2009 change	28,399			273			11,748			40,420
Balance, December 31, 2009	35,911			(1,626		)	(83,781		)	(49,496		)
2010 change	16,973			1,446			(5,517		)	12,902
Balance, December 31, 2010	52,884			(180		)	(89,298		)	(36,594		)
2011 change	(8,481		)	381			(41,363		)	(49,463		)
Divestiture	10,995			—			8			11,003
Balance, December 31, 2011	$	55,398		$	201		$	(130,653	)	$	(75,054	)

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Stock Plans (Details) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Defined Benefit Plan Disclosure [Line Items]
Contribution expense	$ 5,106	$ 3,717	$ 4,120
Retirement Savings Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Employer match of employee contributions to Retirement Savings Plan	50.00%
Share-based compensation arrangement by share-based payment award, maximum salary percentage of employer match	6.00%
Contribution expense	$ 3,399	$ 2,481	$ 1,424
Shares held by Retirement Savings Plan	3,119,731

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Operating activities:
Net income	$ 64,715	$ 53,278	$ 39,001
Adjustments to reconcile net income to net cash from operating activites:
Depreciation and amortization	58,904	52,770	51,487
Amortization of convertible debt discount	2,158	5,727	5,920
(Gain) loss on disposition of property, plant and equipment	(379)	266	1,177
Gain on repurchase of debt	0	0	(3,773)
Stock compensation expense	8,319	7,655	4,208
Withholding taxes paid on stock issuances	(1,124)	(440)	(622)
Loss on the sale of businesses	26,128	0	0
Changes in assets and liabilities, net of the effects of acquisitions/divestitures:
Accounts receivable	(24,707)	(35,891)	17,531
Inventories	(12,384)	(24,006)	53,523
Prepaid expenses and other current assets	59	(3,139)	7,056
Accounts payable	615	12,466	4,149
Accrued liabilities	11,226	11,456	(10,151)
Deferred income taxes	5,386	(1,566)	(7,498)
Long-term retirement benefits	(18,367)	(12,135)	(19,959)
Other	475	(681)	1,434
Net cash provided by operating activities	121,024	65,760	143,483
Investing activities:
Proceeds from disposition of property, plant, and equipment	3,620	1,498	6,808
Proceeds from the sale of businesses, net of cash sold	22,492	0	0
Investment in restricted cash	(11,664)	0	0
Capital expenditures	(37,082)	(28,759)	(30,502)
Business acquisitions, net of cash acquired	(3,495)	0	0
Other	(4,483)	(3,038)	(2,386)
Net cash used by investing activities	(30,612)	(30,299)	(26,080)
Financing activities:
Net change in other borrowings	7,168	347	(4,504)
Payments on long-term debt	(411,661)	(359,542)	(226,906)
Proceeds from the issuance of long-term debt	392,390	359,917	129,600
Premium paid on convertible debt redemption	(9,803)	0	0
Proceeds from the issuance of common stock	28,579	5,746	6,687
Common stock repurchases	(34,066)	(28,100)	(314)
Dividends paid	(18,629)	(17,461)	(25,600)
Excess tax benefit on stock awards	8,056	0	0
Other	(2,229)	(207)	(832)
Net cash used by financing activities	(40,195)	(39,300)	(121,869)
Effect of exchange rate changes on cash flows	(1,162)	(138)	935
Increase (decrease) in cash and cash equivalents	49,055	(3,977)	(3,531)
Cash and cash equivalents at beginning of year	13,450	17,427	20,958
Cash and cash equivalents at end of year	$ 62,505	$ 13,450	$ 17,427

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Common Stock (Details) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Stock issued during period, treasury, shares	0	0
Common stock repurchases, value	$ 34,066	$ 28,100	$ 314
Treasury Stock [Member]
Stock Issued During Period, Shares, Employee Benefit Plan			737,463
Stock issued during period, treasury, shares			1,154,265
Common stock repurchases, shares	1,509,000	1,484,000	21,000
Common stock repurchases, value	$ 34,066	$ 28,100	$ 314
Common Stock [Member]
Employee stock plans, shares	2,076,000	544,000	744,000

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Debt and Commitments (Details 1) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
Debt Instrument [Line Items]
Debt and capital lease obligations	$ 346,052	$ 357,718
Less current maturities	(12,904)	(98,071)
Long-term debt and capital lease obligations	333,148	259,647
Fair Value Debt [Abstract]
Debt instrument, fair value disclosure	343,332	363,952
Convertible Debt [Member] | 3.75% Convertible Notes [Member]
Debt Instrument [Line Items]
Debt instrument, carrying amount	0	92,500
Unamortized debt discount	0	(114)
Debt and capital lease obligations	0	92,386
Fair Value Debt [Abstract]
Debt instrument, fair value disclosure	0	97,713
Convertible Debt [Member] | 3.375% Convertible Notes [Member]
Debt Instrument [Line Items]
Debt instrument, carrying amount	55,636	55,636
Unamortized debt discount	(5,333)	(7,377)
Debt and capital lease obligations	50,303	48,259
Fair Value Debt [Abstract]
Debt instrument, fair value disclosure	59,038	57,244
Revolving Credit Agreement [Member]
Debt Instrument [Line Items]
Debt instrument, carrying amount	281,900	207,900
Fair Value Debt [Abstract]
Debt instrument, fair value disclosure	270,288	199,968
Line of Credit [Member]
Debt Instrument [Line Items]
Debt instrument, carrying amount	12,000	0
Fair Value Debt [Abstract]
Debt instrument, fair value disclosure	12,000	0
Foreign Bank Borrowings and Overdrafts [Member]
Debt Instrument [Line Items]
Debt instrument, carrying amount	1,849	6,955
Fair Value Debt [Abstract]
Debt instrument, fair value disclosure	2,006	7,116
Capital Lease Obligations [Member]
Debt Instrument [Line Items]
Debt instrument, carrying amount	0	2,218
Fair Value Debt [Abstract]
Debt instrument, fair value disclosure	$ 0	$ 1,911

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Weighted Average Shares Outstanding (Details) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Weighted Average Shares Outstanding [Line Items]
Basic (in shares)	55,214,586	55,259,732	53,879,976
Dilutive effect of:
Diluted (in shares)	55,931,882	55,925,187	54,206,426
Trading Days Used To Compute Average Closing Price of Stock for Dilutive Effect Comparison	30 days
Incremental Common Shares Attributable to Conversion of Debt Securities	0	0
3.75% Convertible Notes [Member] | Convertible Debt [Member]
Dilutive effect of:
Convertible notes		92,500
Convertible notes stated interest rate	3.75%
3.375% Convertible Notes [Member] | Convertible Debt [Member]
Dilutive effect of:
Convertible notes stated interest rate	3.375%
Debt Instrument, Convertible, Conversion Price	28.31
Stock options [Member]
Dilutive effect of:
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	787,809	1,730,632	3,560,600
Stock options [Member]
Dilutive effect of:
Shares attributable to share-based payment arrangements (in shares)	645,280	591,943	245,784
Restricted stock units [Member]
Dilutive effect of:
Shares attributable to share-based payment arrangements (in shares)	19,089	4,608	4,318
Non Employee Director Deferred Stock Plan [Member]
Dilutive effect of:
Shares attributable to share-based payment arrangements (in shares)	52,927	68,904	76,348

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Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2011

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, plant and equipment at December 31 consisted of:

	2011			2010
Land	$	14,995		$	15,711
Buildings	119,286			127,236
Machinery and equipment	469,102			468,108
	603,383			611,055
Less accumulated depreciation	(392,599		)	(392,621		)
	$	210,784		$	218,434

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Derivatives (Details 1) (USD $)	12 Months Ended		12 Months Ended
	Dec. 31, 2011	Mar. 31, 2011 Year	Dec. 31, 2011 Designated as Hedging Instrument [Member] Cash Flow Hedging [Member]	Dec. 31, 2010 Designated as Hedging Instrument [Member] Cash Flow Hedging [Member]	Dec. 31, 2011 Designated as Hedging Instrument [Member] Cash Flow Hedging [Member] Interest Rate Contracts [Member]	Dec. 31, 2010 Designated as Hedging Instrument [Member] Cash Flow Hedging [Member] Interest Rate Contracts [Member]	Dec. 31, 2011 Designated as Hedging Instrument [Member] Cash Flow Hedging [Member] Foreign Exchange Contracts [Member]	Dec. 31, 2010 Designated as Hedging Instrument [Member] Cash Flow Hedging [Member] Foreign Exchange Contracts [Member]	Dec. 31, 2011 Other Income [Member] Not Designated as Hedging Instrument [Member] Foreign Exchange Contracts [Member]	Dec. 31, 2010 Other Income [Member] Not Designated as Hedging Instrument [Member] Foreign Exchange Contracts [Member]	Mar. 31, 2011 Interest Rate Swap [Member] Designated as Hedging Instrument [Member] Cash Flow Hedging [Member]	Mar. 31, 2011 Interest Rate Swap [Member] Designated as Hedging Instrument [Member] Cash Flow Hedging [Member]
Derivative [Line Items]
Number of Interest Rate Derivatives Held		2
Maturity of Foreign Currency Derivatives	2 years
Derivative, Amount of Hedged Item											$ 100,000,000
Derivative, Fixed Interest Rate												2.947%
Derivative, Net Hedge Ineffectiveness Gain (Loss)	0
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net			381,000	1,446,000	422,000	1,262,000	(41,000)	184,000
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net									$ (2,238,000)	$ 2,925,000

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Income Taxes

12 Months Ended

Dec. 31, 2011

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The components of Income from continuing operations before income taxes and Income taxes follow:

	2011			2010			2009
Income (loss) from continuing operations before income taxes:
U.S.	$	19,341		$	(8,545	)	$	(7,920	)
International	97,548			72,350			50,880
Income from continuing operations before income taxes	$	116,889		$	63,805		$	42,960
Income tax provision:
Current:
U.S. – federal	$	11,829		$	578		$	(30	)
U.S. – state	805			758			203
International	11,695			9,958			7,486
	24,329			11,294			7,659
Deferred:
U.S. – federal	831			(423		)	(2,236		)
U.S. – state	928			(434		)	290
International	(772		)	(610		)	(5,583		)
	987			(1,467		)	(7,529		)
Income taxes	$25,316			$9,827			$130

Deferred income tax assets and liabilities at December 31 consist of the tax effects of temporary differences related to the following:

	Assets						Liabilities
	2011			2010			2011			2010
Allowance for doubtful accounts	$	767		$	1,171		$	71		$	70
Depreciation and amortization	708			2,541			12,359			12,060
Inventory valuation	12,890			11,018			1,109			992
Other postretirement/postemployment costs	20,945			20,889			(354		)	(321		)
Tax loss carryforwards	39,238			58,692			—			(1,349		)
Pension	43,998			20,747			23			125
Accrued compensation	6,885			11,073			—			—
Goodwill	(31,807		)	(28,337		)	633			635
Swedish tax incentive	—			—			3,922			4,169
Contingent convertible debt interest	(10,089		)	(25,046		)	—			—
Unrealized foreign currency (loss) gain	—			—			2,463			2,652
Other	9,636			10,459			1,867			3,664
	93,171			83,207			22,093			22,697
Valuation allowance	(16,681		)	(30,036		)	—			—
	$	76,490		$	53,171		$	22,093		$	22,697
Current deferred income taxes	$	28,829		$	10,449		$	1,431		$	1,667
Non-current deferred income taxes	47,661			42,722			20,662			21,030
	$	76,490		$	53,171		$	22,093		$	22,697

The standards related to accounting for income taxes require that deferred tax assets be reduced by a valuation allowance if, based on all available evidence, it is more likely than not that the deferred tax asset will not be realized. Available evidence includes the reversal of existing taxable temporary differences, future taxable income exclusive of temporary differences, taxable income in carryback years and tax planning strategies. The valuation allowance decreased $13,355 in 2011 primarily due to the sale of the BDE business.

Management believes that sufficient taxable income should be earned in the future to realize the remaining net deferred tax assets including tax operating loss carryforwards, principally in the United States. The realization of these assets is dependent in part on the amount and timing of future taxable income in the jurisdictions where deferred tax assets reside during the tax operating loss carryforward period. The Company has tax loss carryforwards of $118,149: $71,568 which relates to U.S. tax loss carryforwards which have carryforward periods ranging from 16 to 19 years for federal purposes and one to 19 years for state purposes; $45,598 which relates to international tax loss carryforwards with carryforward periods ranging from three to fifteen years; and $983 which relates to windfall tax benefits which will be recorded to additional paid-in capital when realized. In addition, the Company has tax credit carryforwards of $3,613 with remaining carryforward periods ranging from one year to unlimited. In the United States, the Company is not in a cumulative loss position (defined as pre-tax book income plus permanent tax items) over the last three years and does not currently project to be in a cumulative loss position through 2012. As the ultimate realization of the remaining net deferred tax assets is dependent upon future taxable income, if such future taxable income is not earned and it becomes necessary to recognize a valuation allowance, it could result in a material increase in the Company’s tax expense which could have a material adverse effect on the Company’s financial condition and results of operations.

The Company has not recognized deferred income taxes on $591,630 of undistributed earnings of its international subsidiaries, since such earnings are considered to be reinvested indefinitely. If the earnings were distributed in the form of dividends, the Company would be subject, in certain cases, to both U.S. income taxes and foreign withholding taxes. Determination of the amount of this unrecognized deferred income tax liability is not practicable. During 2011, the Company repatriated a dividend from a portion of current year foreign earnings to the U.S. in the amount of $17,500. As a result of the dividend, tax expense increased by $6,898 and the 2011 annual consolidated effective income tax rate increased by 5.9 percentage points.

A reconciliation of the U.S. federal statutory income tax rate to the consolidated effective income tax rate from continuing operations follows:

	2011		2010		2009
U.S. federal statutory income tax rate	35.0	%	35.0	%	35.0	%
State taxes (net of federal benefit)	0.9		0.4		0.7
Foreign losses without tax benefit	0.3		3.0		6.0
Foreign operations taxed at lower rates	(20.6	)	(28.0	)	(42.7	)
ESOP dividend	(0.3	)	(0.7	)	(1.7	)
Repatriation from current year foreign earnings	5.9		4.7		—
Other	0.5		1.0		3.0
Consolidated effective income tax rate	21.7	%	15.4	%	0.3	%

The Company was awarded multi-year Pioneer tax status by the Ministry of Trade and Industry in Singapore for the production of certain engine components by the aerospace aftermarket business of Logistics and Manufacturing Services, the earliest of which was granted in August 2005 retroactive to October 2003. Tax benefits of $7,185 ($0.13 per diluted share), $6,043 ($0.11 per diluted share) and $7,178 ($0.13 per diluted share) were realized in 2011, 2010 and 2009, respectively. In 2010, the Pioneer tax status for certain of the Company’s engine components was awarded a two-year extension. The Pioneer tax status is generally awarded for periods of seven to nine years from the effective date and the first two of which are scheduled to expire in the second half of 2012.

Income taxes paid globally, net of refunds, were $11,613, $9,599 and $11,372 in 2011, 2010 and 2009, respectively.

As of December 31, 2011, 2010 and 2009, the total amount of unrecognized tax benefits recorded in the consolidated balance sheet was $6,965, $7,102 and $7,017, respectively, which, if recognized, would have reduced the effective tax rate in those years. A reconciliation of the unrecognized tax benefits for 2011, 2010 and 2009 follows:

	2011			2010			2009
Balance at January 1	$	7,102		$	7,017		$	7,611
Increase (decrease) in unrecognized tax benefits due to:
Tax positions taken during prior periods	—			240			—
Tax positions taken during the current period	215			17			59
Settlements with taxing authorities	(175		)	—			(320		)
Lapse of the applicable statute of limitations	(177		)	(172		)	(333		)
Balance at December 31	$	6,965		$	7,102		$	7,017

The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. The liability for unrecognized tax benefits included accrued interest of $0, $39 and $29 at December 31, 2011, 2010 and 2009, respectively.

The Company or its subsidiaries file income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. In the normal course of business, the Company is subject to examination by various taxing authorities, including the IRS in the U.S. and the taxing authorities in other major jurisdictions such as Brazil, Canada, France, Germany, Mexico, Singapore, Sweden, Switzerland and the United Kingdom. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2003. See Note 20 of the Consolidated Financial Statements for a discussion of current IRS matters.

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Goodwill and Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2011

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The following table sets forth the change in the carrying amount of goodwill for each reportable segment and the Company:

		Logistics and Manufacturing Services			Precision Components			Total Company
January 1, 2010		$	166,400		$	207,164		$	373,564
Goodwill adjustments		—			(50		)	(50		)
Foreign currency translation		(2,412		)	13,139			10,727
December 31, 2010		163,988			220,253			384,241
Goodwill acquired	—	—			167			167
Divestiture		(17,200		)	—			(17,200		)
Foreign currency translation		(896		)	(208		)	(1,104		)
December 31, 2011		$	145,892		$	220,212		$	366,104

Schedule of Finite-Lived Intangible Assets by Major Class

Other intangible assets at December 31 consisted of:

		2011					2010
	Range of Life-Years	Gross Amount		Accumulated Amortization			Gross Amount		Accumulated Amortization
Amortized intangible assets:
Revenue Sharing Programs	Up to 30	$	293,700	$	(46,367	)	$	293,700	$	(36,318	)
Customer lists/relationships	10	23,506		(17,292		)	28,578		(17,974		)
Patents, trademarks/trade names	5-30	18,622		(11,829		)	22,746		(12,120		)
Other	Up to 15	11,492		(4,454		)	10,405		(3,099		)
		347,320		(79,942		)	355,429		(69,511		)
Foreign currency translation		4,714		—			4,880		—
Other intangible assets		$	352,034	$	(79,942	)	$	360,309	$	(69,511	)

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Stock Plans (Details 2) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 15, 2005
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period, Maximum	P5Y
Allocated Share-based Compensation Expense	$ 8,319	$ 7,655	$ 4,208
Employee Stock Ownership Program [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	49,732
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized	6,900,000
Barnes Group Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	89,277
Barnes Group Stock And Incentive Award Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	5,413,924
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized	5,700,000
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	2,383,451	2,755,053
Stock Rights [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period, Maximum	P5Y
Non Employee Director Deferred Stock Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	72,000
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	3 years
Number of Common Shares Awarded, Non Employee Directors				12,000
Dividend Equivalent Paid To Non Employee Director Deferred Stock Plan	$ 23	$ 25
Allocated Share-based Compensation Expense	$ 25	$ 28	$ 28
Value Of Restricted Stock Units Granted	$ 50
All Stock Plans [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	5,989,086

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Common Stock

12 Months Ended

Dec. 31, 2011

Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract]

Common Stock

Common Stock

In 2011 and 2010, no common stock was issued from treasury. In 2009, 737,463 shares of common stock were issued from treasury for a contribution to the Company’s pension plans. An additional 1,154,265 shares of common stock were issued from treasury in 2009 as a result of the repurchase of convertible notes. In 2011, 2010 and 2009, the Company acquired 1,509,156 shares, 1,483,527 shares and 20,791 shares, respectively, of the Company’s common stock at a cost of $34,066, $28,100 and $314, respectively. These amounts exclude shares reacquired to pay for the related income tax upon issuance of shares in accordance with the terms of the Company’s stockholder-approved equity compensation plans and the equity rights granted pursuant to those plans. These reacquired shares were placed in treasury.

In 2011, 2010 and 2009, 2,075,385 shares, 544,366 shares and 744,125 shares of common stock, respectively, were issued from authorized shares for the exercise of stock options, various other incentive awards and purchases by the Employee Stock Purchase Plan.

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Pension and Other Postretirement Benefits (Details 2) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Defined benefit pension plans [Member]
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Benefit obligation, beginning balance	$ 414,973	$ 388,386
Service cost	5,923	6,155	6,598
Interest cost	22,452	22,943	22,734
Amendments	117	2,328
Actuarial loss	34,309	20,173
Benefits paid	(26,791)	(26,889)
Transfers in	951	1,262
Curtailment gain	(2,106)
Plan Settlement	(7,757)	0
Participant contributions	598	423
Foreign exchange rate changes	(1,243)	192
Benefit obligation, ending balance	441,426	414,973	388,386
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets, beginning balance	357,893	325,356
Actual return on plan assets	(3,980)	45,333
Company contributions	17,480	11,472
Participant contributions	598	423
Benefits paid	(26,791)	(26,889)
Plan Settlements	(5,131)
Transfers in	951	1,262
Foreign exchange rate changes	(650)	936
Fair value of plan assets, ending balance	340,370	357,893	325,356
Underfunded status, December 31	(101,056)	(57,080)
Defined benefit pension plans, U.S. [Member]
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Benefit obligation, beginning balance	343,425	323,347
Service cost	4,794	5,172
Interest cost	18,906	19,494
Amendments	117	1,656
Actuarial loss	33,078	16,194
Benefits paid	(22,338)	(22,438)
Transfers in	0	0
Plan Settlement	0	0
Participant contributions	0	0
Foreign exchange rate changes	0	0
Benefit obligation, ending balance	377,982	343,425
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets, beginning balance	298,910	272,540
Actual return on plan assets	(5,808)	40,092
Company contributions	12,774	8,716
Participant contributions	0	0
Benefits paid	(22,338)	(22,438)
Transfers in		0
Foreign exchange rate changes	0	0
Fair value of plan assets, ending balance	283,538	298,910
Underfunded status, December 31	(94,444)	(44,515)
Defined benefit pension plans, Non-U.S. [Member]
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Benefit obligation, beginning balance	71,548	65,039
Service cost	1,129	983
Interest cost	3,546	3,449
Amendments	0	672
Actuarial loss	1,231	3,979
Benefits paid	(4,453)	(4,451)
Transfers in	951	1,262
Curtailment gain	2,106
Plan Settlement	(7,757)	0
Participant contributions	598	423
Foreign exchange rate changes	(1,243)	192
Benefit obligation, ending balance	63,444	71,548
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets, beginning balance	58,983	52,816
Actual return on plan assets	1,828	5,241
Company contributions	4,706	2,756
Participant contributions	598	423
Benefits paid	(4,453)	(4,451)
Plan Settlements	5,131
Transfers in	951	1,262
Foreign exchange rate changes	(650)	936
Fair value of plan assets, ending balance	56,832	58,983
Underfunded status, December 31	(6,612)	(12,565)
Other postretirement benefit plans [Member]
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Benefit obligation, beginning balance	55,188	54,811
Service cost	286	357	465
Interest cost	2,831	3,182	3,530
Amendments	(2,376)	0
Actuarial loss	5,728	2,500
Benefits paid	(9,734)	(6,693)
Curtailment gain	0	(950)
Participant contributions	2,679	1,846
Foreign exchange rate changes	(15)	135
Benefit obligation, ending balance	54,587	55,188	54,811
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets, beginning balance	0	0
Company contributions	7,055	4,847
Participant contributions	2,679	1,846
Benefits paid	(9,734)	(6,693)
Fair value of plan assets, ending balance	0	0	0
Underfunded status, December 31	$ 54,587	$ 55,188

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Consolidated Statements of Cash Flows Supplemental Information (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Supplemental Cash Flow Information [Abstract]
Stock contribution to pension plans, value			$ 9,815
Convertible note repurchases, shares	0	0
Convertible note repurchases, value			17,019
Treasury Stock [Member]
Supplemental Cash Flow Information [Abstract]
Stock contribution to pension plans, shares			737,463
Stock contribution to pension plans, value			$ 16,370
Convertible note repurchases, shares			1,154,265

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Consolidated Statements of Income (Parentheticals) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Income Statement [Abstract]
Income taxes from discontinued operations	$ 1,164	$ 931	$ 815

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Debt and Commitments

12 Months Ended

Dec. 31, 2011

Debt Disclosure [Abstract]

Debt and Commitments

Debt and Commitments

Long-term debt and notes and overdrafts payable at December 31 consisted of:

	2011				2010
	Carrying Amount			Fair Value	Carrying Amount			Fair Value
3.75% Convertible Notes	—			—	92,500			97,713
Unamortized debt discount – 3.75% Convertible Notes	—			—	(114		)	—
3.375% Convertible Notes	55,636			59,038	55,636			57,244
Unamortized debt discount – 3.375% Convertible Notes	(5,333		)	—	(7,377		)	—
Revolving credit agreement	281,900			270,288	207,900			199,968
Borrowings under lines of credit	12,000			12,000	—			—
Foreign bank borrowings and overdrafts	1,849			2,006	6,955			7,116
Capital leases	—			—	2,218			1,911
	346,052			343,332	357,718			363,952
Less current maturities	(12,904		)		(98,071		)
Long-term debt	$	333,148			$	259,647

The Company’s long-term debt portfolio consists of fixed-rate and variable-rate instruments and is managed to reduce the overall cost of borrowing and to mitigate fluctuations in interest rates. Among other things, interest rate fluctuations impact the market value of the Company’s fixed-rate debt and fluctuations in the Company’s stock price impact the market value of its convertible notes. The fair values of the Company’s Notes are determined using discounted cash flows based upon the Company’s estimated current interest cost for similar types of borrowings or current market value. The carrying values of other long-term debt and notes payable approximate their fair market values.

Effective April 5, 2011, the Company exercised its right to redeem the remaining $92,500 principal amount of the 3.75% Convertible Notes under their indenture agreement. Of the total $92,500 principal amount, $11,865 of these notes were redeemed with accrued interest through the redemption date. The remaining $80,635 of these notes were surrendered for conversion. The Company elected to pay cash to holders of the notes surrendered for conversion, including the value of any residual shares of common stock that were payable to the holders electing to convert their notes into an equivalent share value, resulting in a total cash payment of $90,438 including a premium on conversion of $9,803 which reduced the equity component by $6,085, net of tax of $3,718. As a result of this transaction, the Company recaptured $40,217 of previously deducted contingent convertible debt interest which resulted in a $15,252 reduction in short-term deferred tax liabilities as well as a reduction of tax loss carryforwards reflected in long-term deferred tax assets. The Company used borrowings under its senior credit facility to finance the redemption of the 3.75% Convertible Notes.

In 2007, the Company sold $100,000 of 3.375% Senior Subordinated Convertible Notes due in March 2027 with interest payable semi-annually on March 1 and September 1 of each year commencing on September 1, 2007. The 3.375% Convertible Notes are general unsecured obligations of the Company and are subordinated in right of payment to all existing and future senior debt of the Company. These notes are subject to redemption at their par value at any time, at the option of the Company, on or after March 20, 2014. Additionally, these notes may be converted into a combination of cash and common stock of the Company at a conversion value equal to 35.3235 shares per note, equivalent to a conversion price of approximately $28.31 per share of common stock upon meeting certain conditions provided in the respective indenture agreement including (i) the average stock price of the highest 20 days of the last 30 days in a quarter is greater than 130% of the conversion price or (ii) the note holders may require the Company to redeem some or all of the Notes on March 15^th of 2014, 2017 and 2022. The first $1 of the conversion value of each note would be paid in cash and the additional conversion value, if any, would be paid in cash or common stock, at the option of the Company.

The if-converted values of the Company’s 3.375% Convertible Notes as of December 31, 2011 and 2010, and of the Company's 3.75% Convertible Notes as of December 31, 2010, did not exceed their respective principal amounts as the Company’s stock price during these periods was not in excess of the conversion prices.

During 2011 and 2010, none of the 3.375% Convertible Notes were eligible for conversion. Additionally, the 3.375% Convertible Notes are not eligible for conversion from January 1, 2012 through March 31, 2012.

During 2009, the Company repurchased $44,364 par value of its 3.375% Convertible Notes and $7,500 par value of its 3.75% Convertible Notes from certain holders of these Notes for cash consideration of $28,651 and 1,154,265 shares of treasury stock valued at $17,019. Of the total consideration of $45,669, $38,852 was attributed to the debt component and $6,817 was attributed to the equity component. At the dates of the repurchases, the notes had a carrying value of $43,560, net of the unamortized debt discount of $8,304. As a result of these transactions, the Company reduced the carrying value of the equity component by $4,232, net of tax of $2,585, reduced its unamortized deferred debt issuance costs by $934, and recorded a total gain on the repurchases of $3,773 ($2,342 after-tax) which is recorded in other expense (income), net in the accompanying consolidated statements of income.

The following table sets forth balance sheet information regarding the Company’s convertible notes at December 31:

	2011			2010
3.75% Convertible Notes:
Carrying value of equity component, net of tax	$	—		$	11,731
Principal value of liability component	$	—		$	92,500
Unamortized debt discount	—			(114		)
Net carrying value of liability component	$	—		$	92,386
3.375% Convertible Notes:
Carrying value of equity component, net of tax	$	10,772		$	10,772
Principal value of liability component	$	55,636		$	55,636
Unamortized debt discount	(5,333		)	(7,377		)
Net carrying value of liability component	$	50,303		$	48,259

As of December 31, 2011, the remaining unamortized debt discount on the 3.375% Convertible Notes will be amortized over a remaining period of 27 months. The effective interest rate on the liability component is 8.00%.

The following table sets forth the components of interest expense for the Company’s convertible notes for the years ended December 31, 2011, 2010 and 2009.

	2011		2010		2009
Interest expense – 3.75% coupon	$	1,225	$	3,469	$	3,610
Interest expense – 3.75% debt discount amortization	114		3,841		3,685
Interest expense – 3.375% coupon	1,878		1,878		2,629
Interest expense – 3.375% debt discount amortization	2,044		1,887		2,235
	$	5,261	$	11,075	$	12,159

On September 27, 2011, the Company entered into an amended and restated revolving credit agreement (the “Amended Credit Agreement”) with Bank of America, N.A. as the administrative agent. The Amended Credit Agreement increases the borrowing availability of the debt facility from $400,000 to $500,000 and also extends the expiration date of the debt facility by four years from September 2012 to September 2016. At December 31, 2011, borrowings and availability under the Amended Credit Agreement were $281,900 and $218,100, respectively. Borrowings under the Amended Credit Agreement bear interest at LIBOR plus a spread ranging from 1.10% to 1.70%, depending on the Company's leverage ratio at the time of the borrowing. The interest rate on these borrowings was 1.49% on December 31, 2011. The interest rate on the borrowings under the prior revolving credit agreement was 1.01% on December 31, 2010.

As with the prior revolving credit agreement, the Company's borrowing capacity is limited by various debt covenants within the Amended Credit Agreement. The Amended Credit Agreement requires the Company to maintain a ratio of Consolidated Senior Debt, as defined in the Amended Credit Agreement, to Consolidated EBITDA, as defined in the Amended Credit Agreement, of not more than 3.25 times at the end of each fiscal quarter ending on or before September 30, 2013, after which the ratio will decrease to 3.00 times. In addition, the Amended Credit Agreement requires the Company to maintain a ratio of Consolidated Total Debt, as defined in the Amended Credit Agreement, to Consolidated EBITDA of not more than 4.00 times for each fiscal quarter ending on or before September 30, 2013, and thereafter of not more than 3.75 times at the end of any fiscal quarter, and a ratio of Consolidated EBITDA to Consolidated Cash Interest Expense, as defined in the Amended Credit Agreement, of not less than 4.25 times for each fiscal quarter ending on or before September 30, 2013, and thereafter of not less than 4.50 times at the end of any fiscal quarter. At December 31, 2011, the Company was in compliance with all covenants under the Amended Credit Agreement. The Company paid fees and expenses of $2,012 in conjunction with the refinancing of the Amended Credit Agreement; such fees will be amortized into interest expense through its maturity.

In addition, the Company has available approximately $15,000 in uncommitted short-term bank credit lines of which $12,000 was borrowed at December 31, 2011 at an interest rate of 2.17%. The Company did not have any borrowings under short-term bank credit lines at December 31, 2010. The Company also borrowed $1,849 at December 31, 2011 under its foreign bank borrowings and overdraft facilities as compared to $6,955 at December 31, 2010.

Long-term debt and notes payable, excluding the unamortized debt discount related to the Convertible Notes, are payable as follows: $12,904 in 2012, $540 in 2013, $56,041 in 2014, $0 in 2015, $281,900 in 2016 and $0 thereafter. The 3.375% Convertible Notes are included in 2014 according to their first put date.

In addition, the Company had outstanding letters of credit totaling $7,146 at December 31, 2011.

The Company’s debt agreements contain financial covenants that require the maintenance of certain debt and interest coverage ratios. The Company is in compliance with its debt covenants as of December 31, 2011, and is closely monitoring its future compliance based on current and future economic conditions.

Interest paid was $11,038, $13,099 and $16,746 in 2011, 2010 and 2009, respectively. Interest capitalized was $106, $110 and $158 in 2011, 2010 and 2009, respectively, and is being depreciated over the lives of the related fixed assets.

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Schedule II - Valuation and Qualifying Accounts (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011		Dec. 31, 2010		Dec. 31, 2009
Allowance for Doubtful Accounts [Member]
Movement in Valuation Allowances and Reserves [Roll Forward]
Allowance, Beginning Balance	$ 5,026		$ 5,915		$ 6,174
Provision charged to income	1,623		1,784		3,322
Doubtful accounts written off (net)	(2,364)		(2,221)		(3,709)
Other Adjustments	(1,387)	[1]	(452)	[1]	128	[1]
Allowance, Ending Balance	2,898		5,026		5,915
Barnes Distribution Europe [Member]
Movement in Valuation Allowances and Reserves [Roll Forward]
Other Adjustments	$ (1,267)

[1] These amounts are comprised primarily of foreign currency translation and other reclassifications. The reduction in 2011 includes $1.267 million of reserves recorded at the Barnes Distribution Europe businesses which were sold in the fourth quarter of 2011.

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Comprehensive Income (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2008
Components of accumulated other non-owner changes to equity, net of taxes [Line Items]
Accumulated other comprehensive income (loss), foreign currency translation adjustment, net of tax	$ 55,398	$ 52,884	$ 35,911	$ 7,512
Accumulated other comprehensive income (loss), cumulative changes in net (loss) gain on hedging activities, effect net of tax	201	(180)	(1,626)	(1,899)
Accumulated other comprehensive income (loss), defined benefit pension and other postretirement plans, net of tax	(130,653)	(89,298)	(83,781)	(95,529)
Accumulated other non-owner changes to equity	(75,054)	(36,594)	(49,496)	(89,916)
Other Comprehensive Income (Loss), Net of Tax [Abstract]
Foreign currency translation adjustments, net of tax	2,514	16,973	28,399
Unrealized (loss) gain on hedging activities, net of tax	381	1,446	273
Defined benefit pension and other postretirement plans, net of tax	(41,355)	(5,517)	11,748
Comprehensive income (loss), net of tax	26,255	66,180	79,421
Period Change [Member]
Other Comprehensive Income (Loss), Net of Tax [Abstract]
Foreign currency translation adjustments, net of tax	(8,481)
Unrealized (loss) gain on hedging activities, net of tax	381
Defined benefit pension and other postretirement plans, net of tax	(41,363)
Barnes Distribution Europe [Member]
Other Comprehensive Income (Loss), Net of Tax [Abstract]
Foreign currency translation adjustments, net of tax	10,995
Unrealized (loss) gain on hedging activities, net of tax	0
Defined benefit pension and other postretirement plans, net of tax	8
Accumulated Other Non-Owner Changes to Equity [Member]
Other Comprehensive Income (Loss), Net of Tax [Abstract]
Foreign currency translation adjustments, net of tax	2,514	16,973	28,399
Unrealized (loss) gain on hedging activities, net of tax	381	1,446	273
Defined benefit pension and other postretirement plans, net of tax	(41,355)	(5,517)	11,748
Comprehensive income (loss), net of tax	(38,460)	12,902	40,420
Accumulated Other Non-Owner Changes to Equity [Member] | Period Change [Member]
Other Comprehensive Income (Loss), Net of Tax [Abstract]
Comprehensive income (loss), net of tax	(49,463)
Accumulated Other Non-Owner Changes to Equity [Member] | Barnes Distribution Europe [Member]
Other Comprehensive Income (Loss), Net of Tax [Abstract]
Comprehensive income (loss), net of tax	$ 11,003

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Income Taxes (Details 5) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2011 Year	Dec. 31, 2010	Dec. 31, 2009
Income Tax Holiday [Line Items]
Tax holiday award period, extension granted	2
Tax holiday award period minimum	7
Tax holiday award period maximum	9
Tax holiday award period, years scheduled to expire	2
Income taxes paid globally, net of refunds	$ 11,613	$ 9,599	$ 11,372
SINGAPORE
Income Tax Holiday [Line Items]
Tax benefits	$ 7,185	$ 6,043	$ 7,178
Tax benefits (in dollars per share)	$ 0.13	$ 0.11	$ 0.13

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Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2011	Feb. 14, 2012	Jun. 30, 2011
Entity Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	FY
Entity Registrant Name	BARNES GROUP INC
Entity Central Index Key	0000009984
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		54,494,182
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float			$ 1,279,400,070

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Derivatives

12 Months Ended

Dec. 31, 2011

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives

Derivatives

The Company has manufacturing, sales and distribution facilities around the world and thus makes investments and conducts business transactions denominated in various currencies. The Company is also exposed to fluctuations in interest rates and commodity price changes. These financial exposures are monitored and managed by the Company as an integral part of its risk management program.

Financial instruments have been used by the Company to hedge its exposures to fluctuations in interest rates. The Company previously had two, three-year interest rate swap agreements which together converted the interest on the first $100,000 of the Company's one-month LIBOR-based borrowings from a variable rate plus the borrowing spread to a fixed rate of 2.947% plus the borrowing spread and were accounted for as cash flow hedges. These agreements matured in the first quarter of 2011.

The Company also uses financial instruments to hedge its exposures to fluctuations in foreign currency exchange rates. The Company has various contracts outstanding which primarily hedge recognized assets or liabilities and anticipated transactions in various currencies including the Euro, Singapore dollar, Swedish krona and Swiss franc. Certain foreign currency derivative instruments are treated as cash flow hedges of forecasted transactions. All foreign exchange contracts are due within two years.

Net investment hedges have been used by the Company to mitigate exposure to foreign currency volatility on its future return on capital; however, the Company did not have any net investment hedges outstanding for any periods presented.

The Company does not use derivatives for speculative or trading purposes or to manage commodity exposures.

The following table sets forth the fair value amounts of derivative instruments held by the Company as of December 31.

	2011					2010
	Asset Derivatives		Liability Derivatives			Asset Derivatives		Liability Derivatives
Derivatives designated as hedging instruments:
Interest rate contracts	$	—	$	—		$	—	$	(667	)
Foreign exchange contracts	276		—			327		—
	276		—			327		(667		)
Derivatives not designated as hedging instruments:
Foreign exchange contracts	28		(976		)	1,290		—
Total derivatives	$	304	$	(976	)	$	1,617	$	(667	)

Asset derivatives are recorded in prepaid expenses and other current assets in the accompanying consolidated balance sheets. Liability derivatives related to interest rate contracts and foreign exchange contracts are recorded in other liabilities and accrued liabilities, respectively, in the accompanying consolidated balance sheets.

The following table sets forth the gain (loss) recorded in accumulated other comprehensive income (loss), net of tax, for the years ended December 31, 2011 and 2010 for derivatives held by the Company and designated as hedging instruments.

	2011			2010
Cash flow hedges:
Interest rate contracts	$	422		$	1,262
Foreign exchange contracts	(41		)	184
	$	381		$	1,446

Amounts included within Accumulated other non-owner changes to equity that were reclassified to income during the year ended December 31, 2011 resulted in a fixed rate of interest of 2.947% plus the borrowing spread for the first $100,000 of one-month LIBOR borrowings through the three month period ended March 31, 2011. The amounts reclassified for the foreign exchange contracts were not material. Additionally, there were no amounts recognized in income for hedge ineffectiveness during the year ended December 31, 2011.

The following table sets forth the gain (loss) recorded in other expense (income), net in the consolidated statements of income for the year ended December 31, 2011 and 2010 for non-designated derivatives held by the Company. Such gains (losses) were substantially offset by (losses)/gains recorded on the underlying hedged asset or liability.

	2011			2010
Foreign exchange contracts	$	(2,238	)	$	2,925

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Stock-based Compensation (Details Narrative) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2011 Year	Dec. 31, 2010	Dec. 31, 2009
Share-based Compensation [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period, Minimum	P6M
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period, Maximum	P5Y
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Term	10 years
Allocated Share-based Compensation Expense	$ 8,319	$ 7,655	$ 4,208
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense	3,155	2,903	1,596
Adjustments to Additional Paid in Capital, Income Tax Benefit from Share-based Compensation	8,056	0	0
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized	8,410
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition	2.11
Employee Service Share-based Compensation, Cash Received from Exercise of Stock Options	27,909	5,013	5,858
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Total Intrinsic Value	$ 14,263	$ 1,854	$ 1,369
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value	$ 7.50	$ 5.64	$ 3.70

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Income Taxes (Details 4)	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Income Tax Disclosure [Abstract]
U.S. federal statutory income tax rate	35.00%	35.00%	35.00%
State taxes (net of federal benefit)	0.90%	0.40%	0.70%
Foreign losses without tax benefit	0.30%	3.00%	6.00%
Foreign operations taxed at lower rates	(20.60%)	(28.00%)	(42.70%)
ESOP dividend	(0.30%)	(0.70%)	(1.70%)
Repatriation from current year foreign earnings	5.90%	4.70%	0.00%
Other	0.50%	1.00%	3.00%
Consolidated effective income tax rate	21.70%	15.40%	0.30%

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
Assets
Cash and cash equivalents	$ 62,505	$ 13,450
Accounts receivable, less allowances (2011 - $2,898; 2010 - $5,026)	200,460	197,715
Inventories	216,520	216,382
Deferred income taxes	28,829	10,449
Prepaid expenses and other current assets	21,680	12,212
Total current assets	529,994	450,208
Deferred income taxes	47,661	42,722
Property, plant and equipment, net	210,784	218,434
Goodwill	366,104	384,241
Other intangible assets, net	272,092	290,798
Other assets	13,730	16,854
Total assets	1,440,365	1,403,257
Liabilities and Stockholders' Equity
Notes and overdrafts payable	12,364	4,930
Accounts payable	92,524	98,191
Accrued liabilities	92,250	86,602
Long-term debt - current	540	93,141
Total current liabilities	197,678	282,864
Long-term debt	333,148	259,647
Accrued retirement benefits	152,696	112,886
Other liabilities	34,443	35,741
Commitments and contingencies (Note 20)
Stockholders' Equity
Common Stock - par value $0.01 per share Authorized: 150,000,000 shares Issued: at par value (2011 - 58,593,802 shares; 2010 - 56,518,417 shares)	586	565
Additional paid-in capital	316,251	278,287
Treasury stock, at cost (2011 - 4,254,350 shares; 2010 - 2,691,215 shares)	(79,569)	(44,379)
Retained earnings	560,186	514,240
Accumulated other non-owner changes to equity	(75,054)	(36,594)
Total stockholders' equity	722,400	712,119
Total liabilities and stockholders' equity	$ 1,440,365	$ 1,403,257

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Inventories

12 Months Ended

Dec. 31, 2011

Inventory Disclosure [Abstract]

Inventories

Inventories

Inventories at December 31 consisted of:

	2011		2010
Finished goods	$	121,984	$	127,254
Work-in-process	60,557		57,784
Raw materials and supplies	33,979		31,344
	$	216,520	$	216,382

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Discontinued Operations

12 Months Ended

Dec. 31, 2011

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

Discontinued Operations

On December 30, 2011, the Company sold substantially all of the assets of its Barnes Distribution Europe businesses (the "BDE" business) to Berner SE (the "Purchaser") in a cash transaction pursuant to the terms of a Share and Asset Purchase Agreement ("SPA") among the Company, the Purchaser, and their respective relevant subsidiaries dated November 17, 2011. The Company received gross proceeds of $33,358, which represents the initial stated purchase price, and yielded net cash proceeds of $22,492 after consideration of cash sold, transaction costs paid and closing adjustments. The final amount of proceeds from the sale of the BDE business is subject to post-closing adjustments that may be reflected in discontinued operations in 2012. As required by the terms of the SPA the Company was required to place €9,000 ($11,664) of the proceeds in escrow to be used for any settlement of general representation and warranty claims. The funds will be released from escrow on August 31, 2012 unless there are any then pending claims. Cash related to a pending claim will remain in escrow until a final determination of the claim has been made. The Company has recorded the $11,664 of restricted cash in prepaid and other current assets at December 31, 2011.

In the fourth quarter of 2011, upon approval of the sale of the BDE business by the Company's Board of Directors, the Company classified the business as “held for sale”. As a result, the Company allocated $17,200 of goodwill to the BDE business based on the relative fair values of those businesses within the Barnes Distribution reporting unit that were sold and retained, and evaluated goodwill for impairment based on this allocation. The Company recorded a goodwill impairment charge of $16,800 and transaction and employee transaction related costs of $8,248 that are included in the loss on the sale of the BDE business.

The following amounts related to the BDE business were derived from historical financial information. The amounts have been segregated from continuing operations and reported as discontinued operations within the consolidated financial statements:

	2011			2010			2009
Net sales	$	111,105		$	104,582		$	110,806
Income/(loss) before income taxes	1,015			231			(3,014		)
Income taxes	(1,745		)	(931		)	(815		)
Loss from operations of discontinued businesses, net of income taxes	(730		)	(700		)	(3,829		)
Loss on transaction	(26,709		)	—			—
Income tax benefit on loss on sale	581			—			—
Loss on the sale of businesses	(26,128		)	—			—
Loss from discontinued operations, net of income taxes	$	(26,858	)	$	(700	)	$	(3,829	)

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Comprehensive Income

12 Months Ended

Dec. 31, 2011

Statement of Income and Comprehensive Income [Abstract]

Comprehensive Income

Comprehensive Income

Comprehensive income includes all changes in equity during a period except those resulting from investments by, and distributions to, stockholders. For the Company, comprehensive income includes net income and other non-owner changes to equity, net of taxes. The components of accumulated other non-owner changes to equity, net of taxes, follow:

	Foreign Currency Translation Adjustments			Unrealized Gains/(Losses) On Hedging Activities			Pension and Other Postretirement Plans			Total
Balance, January 1, 2009	$	7,512		$	(1,899	)	$	(95,529	)	$	(89,916	)
2009 change	28,399			273			11,748			40,420
Balance, December 31, 2009	35,911			(1,626		)	(83,781		)	(49,496		)
2010 change	16,973			1,446			(5,517		)	12,902
Balance, December 31, 2010	52,884			(180		)	(89,298		)	(36,594		)
2011 change	(8,481		)	381			(41,363		)	(49,463		)
Divestiture	10,995			—			8			11,003
Balance, December 31, 2011	$	55,398		$	201		$	(130,653	)	$	(75,054	)

The 2011 change in Pension and Other Postretirement Plans includes losses that are primarily related to increases in the projected benefit obligations of the Company's plans and to the actual return of plan assets. The projected benefit obligations increased following an update of certain actuarial assumptions including assumptions related to the discount rate, inflation rate and mortality rate on certain plans. The sale of the BDE business during 2011 resulted in the derecognition of $10,995 of cumulative currency translation adjustments.

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Fair Value Measurements

12 Months Ended

Dec. 31, 2011

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

The provisions of the accounting standard for fair value define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This standard classifies the inputs used to measure fair value into the following hierarchy:

Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.

Level 3 Unobservable inputs for the asset or liability.

The following table provides the assets and liabilities reported at fair value and measured on a recurring basis as of December 31, 2011 and 2010:

				Fair Value Measurements Using
	Total			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Description
December 31, 2011
Asset derivatives	$	304		$	—	$	304		$	—
Liability derivatives	(976		)	—		(976		)	—
Rabbi trust assets	1,494			1,494		—			—
	$	822		$	1,494	$	(672	)	$	—
December 31, 2010
Asset derivatives	$	1,617		$	—	$	1,617		$	—
Liability derivatives	(667		)	—		(667		)	—
Rabbi trust assets	1,350			1,350		—			—
	$	2,300		$	1,350	$	950		$	—

The fair values for the derivative contracts are valued using observable current market information as of the reporting date such as the prevailing LIBOR-based and U.S. treasury interest rates and forward currency spot and forward rates. The fair values of rabbi trust assets are based on quoted market prices from various financial exchanges. For disclosures of the fair values of the Company’s pension plan assets, see Note 11 of the Consolidated Financial Statements.

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Stock-Based Compensation (Details 4) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2011 Year yr
Share-based Compensation [Abstract]
Options Outstanding, Expected to Vest, Shares	2,565,657
Options Outstanding, Expected to Vest, Weighted-Average Exercise Price	$ 17.67
Options Outstanding, Expected to Vest, Aggregate Intrinsic Value	$ 17,105
Options Outstanding, Expected to Vest, Weighted-Average Remaining Term	6.28
Options Outstanding, Exercisable, Shares	1,676,407
Options Outstanding, Exercisable, Weighted-Average Exercise Price	$ 18.19
Options Outstanding, Exercisable, Aggregate Intrinsic Value	$ 10,507
Options Outstanding, Exercisable, Weighted-Average Remaining Term	5.22

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Accrued Liabilities

12 Months Ended

Dec. 31, 2011

Accrued Liabilities [Abstract]

Accrued Liabilities

Accrued Liabilities

Accrued liabilities at December 31 consisted of:

	2011		2010
Payroll and other compensation	$	41,070	$	38,530
Pension and other postretirement benefits	8,405		8,401
Other	42,775		39,671
	$	92,250	$	86,602

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Debt and Commitments (Details 2) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010
Debt Instrument [Line Items]
Net carrying value of liability component	$ 346,052	$ 357,718
Debt instrument, convertible, remaining discount amortization period	27
Convertible Debt [Member] | 3.75% Convertible Notes [Member]
Debt Instrument [Line Items]
Carrying value of equity component, net of tax	0	11,731
Convertible notes	0	92,500
Unamortized debt discount	0	(114)
Net carrying value of liability component	0	92,386
Convertible Debt [Member] | 3.375% Convertible Notes [Member]
Debt Instrument [Line Items]
Carrying value of equity component, net of tax	10,772	10,772
Convertible notes	55,636	55,636
Unamortized debt discount	(5,333)	(7,377)
Net carrying value of liability component	$ 50,303	$ 48,259
Debt instrument, convertible, effective interest rate	8.00%

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Property, Plant and Equipment

12 Months Ended

Dec. 31, 2011

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, Plant and Equipment

Property, plant and equipment at December 31 consisted of:

	2011			2010
Land	$	14,995		$	15,711
Buildings	119,286			127,236
Machinery and equipment	469,102			468,108
	603,383			611,055
Less accumulated depreciation	(392,599		)	(392,621		)
	$	210,784		$	218,434

Depreciation expense was $36,772, $36,026 and $35,238 during 2011, 2010 and 2009, respectively.

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Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2011

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

Goodwill: The following table sets forth the change in the carrying amount of goodwill for each reportable segment and the Company:

		Logistics and Manufacturing Services			Precision Components			Total Company
January 1, 2010		$	166,400		$	207,164		$	373,564
Goodwill adjustments		—			(50		)	(50		)
Foreign currency translation		(2,412		)	13,139			10,727
December 31, 2010		163,988			220,253			384,241
Goodwill acquired	—	—			167			167
Divestiture		(17,200		)	—			(17,200		)
Foreign currency translation		(896		)	(208		)	(1,104		)
December 31, 2011		$	145,892		$	220,212		$	366,104

Of the $366,104 of goodwill at December 31, 2011, $144,067 represents the original tax deductible basis.

The Company allocated $17,200 of goodwill to the BDE business based on the estimated relative fair values of the businesses within the Barnes Distribution reporting unit being sold and retained. The fair values were determined by the sale price of the BDE business and the fair value of the remaining businesses, which were valued utilizing a discounted cash flow valuation technique. The BDE business was sold on December 30, 2011. See Note 2 of the Consolidated Financial Statements.

Other Intangible Assets: Other intangible assets at December 31 consisted of:

		2011					2010
	Range of Life-Years	Gross Amount		Accumulated Amortization			Gross Amount		Accumulated Amortization
Amortized intangible assets:
Revenue Sharing Programs	Up to 30	$	293,700	$	(46,367	)	$	293,700	$	(36,318	)
Customer lists/relationships	10	23,506		(17,292		)	28,578		(17,974		)
Patents, trademarks/trade names	5-30	18,622		(11,829		)	22,746		(12,120		)
Other	Up to 15	11,492		(4,454		)	10,405		(3,099		)
		347,320		(79,942		)	355,429		(69,511		)
Foreign currency translation		4,714		—			4,880		—
Other intangible assets		$	352,034	$	(79,942	)	$	360,309	$	(69,511	)

Amortization of intangible assets for the years ended December 31, 2011, 2010 and 2009 was $16,907, $13,424 and $13,862, respectively. Over the next five years, the estimated annual aggregate amortization is expected to decrease from approximately $16,000 in 2012 to $15,500 in 2016.

The Company has entered into a number of aftermarket RSP agreements each of which is with a major aerospace customer, General Electric. See Note 1 of the Consolidated Financial Statements for a further discussion of these Revenue Sharing Programs. As of December 31, 2011, the Company has made all required participation fee payments under the aftermarket RSP agreements.

In September 2011, the Company acquired a hydro-pneumatic suspensions business from Curtiss-Wright Antriebstechnik Gmbh for a cash payment of 3,140 Swiss francs ($3,495). The business was integrated into the Precision Components operating segment. Goodwill of $167 and other intangible assets of $2,370 were recorded as a result of this acquisition. The impact of this acquisition was not material to the Company's consolidated Balance Sheets or Statements of Income and therefore the unaudited pro forma operating results of the Company have not been presented.

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Business Reorganizations

12 Months Ended

Dec. 31, 2011

Restructuring and Related Activities [Abstract]

Business Reorganizations

Business Reorganizations

In 2009, the Company authorized the restructuring of certain operations of the Precision Components segment by moving the operations of two facilities and recorded restructuring and related costs of $1,336 and $4,904 in 2010 and 2009, respectively. The Company may incur additional costs primarily related to the 2009 and pre-2008 actions related to pension costs, in large part due to the accelerated recognition of actuarial losses which are currently recorded in accumulated other non-owner changes to equity. In addition, during 2009, the Company implemented other workforce reduction actions at Precision Components and recorded severance expense of $3,358. Costs related to the 2009 actions are primarily recorded in selling and administrative expenses in the accompanying consolidated statements of income.

The following table sets forth the change in the liability for the 2009 employee termination actions at Precision Components:

January 1, 2010	$	3,337
Severance expense, net	(337		)
Payments	(2,812		)
Foreign currency translation	(16		)
December 31, 2010	$	172
Payments	(83		)
Foreign currency translation	(4		)
December 31, 2011	$	85

The remaining balance is expected to be paid in 2012.

In 2008, the Company implemented certain right-sizing actions, including workforce reductions and plant consolidations, at both business segments, and recorded restructuring and related costs. These costs are primarily recorded in selling and administrative expenses in the accompanying consolidated statements of income.

The following table sets forth the change in the liability for 2008 employee termination actions:

	Logistics and Manufacturing Services			Precision Components
January 1, 2010	1,467			167
Severance expense, net	(403		)	(35		)
Payments	(863		)	(133		)
Foreign currency translation	(136		)	1
December 31, 2010	$	65		$	—

No costs were incurred or paid in 2011. The remaining balance is expected to be paid in 2012.

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Derivatives (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract]
Derivative Liabilities	$ (976)	$ (667)
Designated as Hedging Instrument [Member]
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract]
Derivative Liabilities	0	(667)
Prepaid Assets and Other Current Assets [Member]
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract]
Derivative Assets	304	1,617
Prepaid Assets and Other Current Assets [Member] | Designated as Hedging Instrument [Member]
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract]
Derivative Assets	276	327
Prepaid Assets and Other Current Assets [Member] | Designated as Hedging Instrument [Member] | Interest Rate Contracts [Member]
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract]
Derivative Assets	0	0
Prepaid Assets and Other Current Assets [Member] | Designated as Hedging Instrument [Member] | Foreign Exchange Contracts [Member]
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract]
Derivative Assets	276	327
Prepaid Assets and Other Current Assets [Member] | Not Designated as Hedging Instrument [Member] | Foreign Exchange Contracts [Member]
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract]
Derivative Assets	28	1,290
Accrued Liabilities [Member] | Designated as Hedging Instrument [Member] | Foreign Exchange Contracts [Member]
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract]
Derivative Liabilities	0	0
Accrued Liabilities [Member] | Not Designated as Hedging Instrument [Member] | Foreign Exchange Contracts [Member]
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract]
Derivative Liabilities	(976)	0
Other Liabilities [Member] | Designated as Hedging Instrument [Member] | Interest Rate Contracts [Member]
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract]
Derivative Liabilities	$ 0	$ (667)

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Stock-Based Compensation (Details 5) (USD $)	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward]
Risk-free interest rate	2.04%	2.32%	1.80%
Expected volatility	49.60%	49.50%	45.00%
Service Based Rights [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period	111,989
Weighted-Average Grant Date Fair Value, Awards Outstanding	14.85	14.64
Weighted-Average Grant Date Fair Value, Awards Granted	20.77
Weighted-Average Grant Date Fair Value, Awards Forfeited	13.54
Weighted-Average Grant Date Fair Value, Awards Vested/Issued	21.56
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward]
Awards Outstanding	609,703
Granted	111,989
Forfeited	(46,380)
Vested/Issued	(188,507)
Awards Outstanding	486,805
Service And Performance Based Rights [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period	53,000
Weighted-Average Grant Date Fair Value, Awards Outstanding	20.58	17.87
Weighted-Average Grant Date Fair Value, Awards Granted	20.69
Weighted-Average Grant Date Fair Value, Awards Forfeited	20.69
Weighted-Average Grant Date Fair Value, Awards Vested/Issued	15.88
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward]
Awards Outstanding	33,898
Granted	53,000
Forfeited	(3,059)
Vested/Issued	(18,432)
Awards Outstanding	65,407
Service and Market Based Rights [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period	26,500
Weighted-Average Grant Date Fair Value, Awards Outstanding	36.33	0.00
Weighted-Average Grant Date Fair Value, Awards Granted	36.33
Weighted-Average Grant Date Fair Value, Awards Forfeited	36.33
Weighted-Average Grant Date Fair Value, Awards Vested/Issued	0.00
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward]
Awards Outstanding	0
Granted	26,500
Forfeited	(1,530)
Vested/Issued	0
Awards Outstanding	24,970
Performance Share Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period	79,500
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward]
Granted	79,500
Number Of Metrics Used To Measure Performance Goals	3
Minimum Range of Target Award of Stock Plan	0.00%
Maximum Range of Target Award of Stock Plan	250.00%
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	3
Risk-free interest rate	1.28%
Expected volatility	56.40%

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Fair Value Measurements (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative Liabilities	$ (976)	$ (667)
Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative Assets	0	0
Derivative Liabilities	0	0
Rabbi Trust Asset Fair Value Disclosure	1,494	1,350
Financial Instruments Asset Liabilities at Fair Value Net	1,494	1,350
Significant Other Observable Inputs (Level 2)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative Assets	304	1,617
Derivative Liabilities	(976)	(667)
Rabbi Trust Asset Fair Value Disclosure	0	0
Financial Instruments Asset Liabilities at Fair Value Net	(672)	950
Significant Unobservable Inputs (Level 3)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative Assets	0	0
Derivative Liabilities	0	0
Rabbi Trust Asset Fair Value Disclosure	0	0
Financial Instruments Asset Liabilities at Fair Value Net	0	0
Estimate of Fair Value, Fair Value Disclosure [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative Assets	304	1,617
Derivative Liabilities	(976)	(667)
Rabbi Trust Asset Fair Value Disclosure	1,494	1,350
Financial Instruments Asset Liabilities at Fair Value Net	$ 822	$ 2,300

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Commitments and Contingencies (Details) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011 USD ($)	Dec. 31, 2011 GBP (£)	Dec. 31, 2010 USD ($)	Dec. 31, 2009 USD ($)
Loss Contingencies [Line Items]
Damages sought, amount	$ 8,500	£ 5,500
Damages sought, interest at statutory rate (per annum)	8.00%	8.00%
IRS proposed adjustments to tax years 2000 through 2002, before penalty and interest	16,500
Potential penalty, percentage of tax assessment	20.00%	20.00%
Leases [Abstract]
Operating Leases, Rent Expense	19,678		20,179	20,535
Operating Leases, Future Minimum Payments, Due 2012	9,688
Operating Leases, Future Minimum Payments, Due 2013	8,374
Operating Leases, Future Minimum Payments, Due 2014	4,614
Operating Leases, Future Minimum Payments, Due 2015	1,675
Operating Leases, Future Minimum Payments, Due 2016	1,564
Operating Leases, Future Minimum Payments, Due Thereafter	$ 4,270

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Debt and Commitments (Details 5) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Debt Disclosure [Abstract]
Interest Paid	$ 11,038	$ 13,099	$ 16,746
Interest Capitalized	$ 106	$ 110	$ 158

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Income Taxes (Details 6) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at January 1	$ 7,102	$ 7,017	$ 7,611
Tax positions taken during prior periods	0	240	0
Tax positions taken during the current period	215	17	59
Settlements with taxing authorities	(175)	0	(320)
Lapse of the applicable statute of limitations	(177)	(172)	(333)
Balance at December 31	6,965	7,102	7,017
The liability for unrecognized tax benefits included accrued interest	$ 0	$ 39	$ 29

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Inventories (Tables)

12 Months Ended

Dec. 31, 2011

Inventory Disclosure [Abstract]

Schedule of Inventory, Current

Inventories at December 31 consisted of:

	2011		2010
Finished goods	$	121,984	$	127,254
Work-in-process	60,557		57,784
Raw materials and supplies	33,979		31,344
	$	216,520	$	216,382

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Discontinued Operations (Details) In Thousands, unless otherwise specified	12 Months Ended			0 Months Ended	12 Months Ended
	Dec. 31, 2011 USD ($)	Dec. 31, 2010 USD ($)	Dec. 31, 2009 USD ($)	Dec. 30, 2011 Barnes Distribution Europe [Member] USD ($)	Dec. 31, 2011 Barnes Distribution Europe [Member] USD ($)	Dec. 31, 2010 Barnes Distribution Europe [Member] USD ($)	Dec. 31, 2009 Barnes Distribution Europe [Member] USD ($)	Dec. 31, 2011 Barnes Distribution Europe [Member] EUR (€)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from divestiture of businesses				$ 33,358
Proceeds from the sale of businesses, net of cash sold	22,492	0	0	22,492
Proceeds in escrow					11,664			9,000
Restricted cash, current					11,664
Goodwill, Impairment Loss					16,800
Transaction costs on sale of business					8,248
Net sales					111,105	104,582	110,806
Income/(loss) before income taxes					1,015	231	(3,014)
Income taxes					(1,745)	(931)	(815)
Loss from operations of discontinued businesses, net of tax					(730)	(700)	(3,829)
Loss on transaction					(26,709)	0	0
Income tax benefit on loss on sale					581	0	0
Loss on the sale of businesses	(26,128)	0	0		(26,128)	0	0
Loss from discontinued operations, net of income taxes	$ (26,858)	$ (700)	$ (3,829)		$ (26,858)	$ (700)	$ (3,829)

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Stock-based Compensation

12 Months Ended

Dec. 31, 2011

Share-based Compensation [Abstract]

Stock-based Compensation

Stock-Based Compensation

The Company accounts for the cost of all share-based payments, including stock options, by measuring the payments at fair value on the grant date and recognizing the cost in the results of operations. The fair values of stock options are estimated using the Black-Scholes option-pricing model based on certain assumptions. The fair values of service and performance based stock awards are estimated based on the fair market value of the Company’s stock price on the grant date. The fair value of market based performance share awards are estimated using the Monte Carlo valuation method. Estimated forfeiture rates are applied to outstanding awards. The Company records the cash flows resulting from tax deductions in excess of compensation for those options and other stock awards, if any, as financing cash flows. The Company has elected the shortcut method as described in the related accounting literature for determining the available pool of windfall tax benefits upon adoption. The Company accounts for the utilization of windfall tax benefits using the tax law ordering approach.

Please refer to Note 17 for a description of the Company’s stock-based compensation plans and their general terms. As of December 31, 2011, incentives have been awarded in the form of performance share unit awards and restricted stock unit awards (collectively, “Rights”) and stock options. The Company has elected to use the straight-line method to recognize compensation costs. Stock option awards vest over a period ranging from six months to five years. The maximum term of stock option awards is 10 years. Upon exercise of a stock option or upon vesting of Rights, shares are issued from treasury shares held by the Company or from authorized shares.

During 2011, 2010 and 2009, the Company recognized $8,319, $7,655 and $4,208, respectively, of stock-based compensation cost and $3,155, $2,903 and $1,596, respectively, of related tax benefits in the accompanying consolidated statements of income. In addition, the Company has recorded $8,056 of excess tax benefits in additional paid-in capital in 2011. No amounts were recorded in 2010 or 2009. The Company has not realized all available tax benefits for tax deductions from awards exercised or issued in these periods because these items did not reduce current taxes payable in the period. At December 31, 2011, the Company had $8,410 of unrecognized compensation costs related to unvested awards which are expected to be recognized over a weighted average period of 2.11 years.

The following table summarizes information about the Company’s stock option awards during 2011:

	Number of Shares		Weighted-Average Exercise Price
Outstanding, January 1, 2011	4,215,811		$	16.31
Granted	379,900		20.69
Exercised	(1,836,572	)	15.20
Forfeited	(121,836	)	17.19
Outstanding, December 31, 2011	2,637,303		17.67

The following table summarizes information about stock options outstanding at December 31, 2011:

	Options Outstanding				Options Exercisable
Range of Exercise Prices	Number Of Shares	Average Remaining Life (Years)	Average Exercise Price		Number Of Shares	Average Exercise Price
$9.56 to $11.50	671,172	6.39	$	11.35	435,150	$	11.30
$12.62 to $18.63	706,006	6.23	15.54		393,969	15.73
$19.13 to $22.34	990,620	6.40	21.11		603,954	21.41
$23.26 to $33.45	269,505	5.68	26.34		243,334	26.47

The Company received cash proceeds from the exercise of stock options of $27,909, $5,013 and $5,858 in 2011, 2010 and 2009, respectively. The total intrinsic value (the amount by which the stock price exceeds the exercise price of the option on the date of exercise) of the stock options exercised during 2011, 2010 and 2009 was $14,263, $1,854 and $1,369, respectively.

The weighted average grant date fair value of stock options granted in 2011, 2010 and 2009 was $7.50, $5.64 and $3.70, respectively. The fair value of each stock option grant on the date of grant was estimated using the Black-Scholes option-pricing model based on the following weighted average assumptions:

	2011		2010		2009
Risk-free interest rate	2.04	%	2.32	%	1.80	%
Expected life (years)	5.2		5.2		5.3
Expected volatility	49.6	%	49.5	%	45.0	%
Expected dividend yield	2.75	%	2.98	%	2.98	%

The risk-free interest rate is based on the term structure of interest rates at the time of the option grant. The expected life represents an estimate of the period of time that options are expected to remain outstanding. Assumptions of expected volatility of the Company’s common stock and expected dividend yield are estimates of future volatility and dividend yields based on historical trends.

The following table summarizes information about stock options outstanding that are expected to vest and stock options outstanding that are exercisable at December 31, 2011:

Options Outstanding, Expected to Vest						Options Outstanding, Exercisable
Shares	Weighted- Average Exercise Price		Aggregate Intrinsic Value		Weighted- Average Remaining Term (Years)	Shares	Weighted- Average Exercise Price		Aggregate Intrinsic Value		Weighted- Average Remaining Term (Years)
2,565,657	$	17.67	$	17,105	6.28	1,676,407	$	18.19	$	10,507	5.22

The following table summarizes information about the Company’s Rights during 2011:

	Service Based Rights				Service and Performance Based Rights				Service and Market Based Rights
	Number of Units		Weighted Average Grant Date Fair Value		Number of Units		Weighted Average Grant Date Fair Value		Number of Units		Weighted Average Grant Date Fair Value
Outstanding, January 1, 2011	609,703		$	14.64	33,898		$	17.87	—		$	—
Granted	111,989		20.77		53,000		20.69		26,500		36.33
Forfeited	(46,380	)	13.54		(3,059	)	20.69		(1,530	)	36.33
Vested / Issued	(188,507	)	21.56		(18,432	)	15.88		—		—
Outstanding, December 31, 2011	486,805		14.85		65,407		20.58		24,970		36.33

The Company granted 111,989 restricted stock unit awards and 79,500 performance share unit awards in 2011. All of the restricted stock unit awards vest upon meeting certain service conditions. The performance share unit awards are part of a new long-term Relative Measure Program, which is designed to assess the long-term Company performance relative to the performance of companies included in the Russell 2000 Index. The performance goals are independent of each other and based on three metrics, the Company's total shareholder return ("TSR"), basic earnings per share growth and operating income before depreciation and amortization growth (weighted equally). The participants can earn from zero to 250% of the target award and the award includes a forfeitable right to dividend equivalents, which are not included in the aggregate target award numbers. Compensation expense for the awards is recognized over the three year service period based upon the value determined under the intrinsic value method for the basic earnings per share growth and operating income before depreciation and amortization growth portions of the award and the Monte Carlo simulation valuation model for the TSR portion of the award since it contains a market condition. The weighted average assumptions used to determine the weighted average fair values of the market based portion of the 2011 awards include a 1.28% risk-free interest rate and a 56.4% expected volatility rate.

Compensation expense for the TSR portion of the awards is fixed at the date of grant and will not be adjusted in future periods based upon the achievement of the TSR performance goal. Compensation expense for the basic earnings per share growth and operating income before depreciation and amortization growth portions of the awards is recorded based upon a probability assessment of achieving the goals and will be adjusted at the end of the service period based upon the actual achievement of those performance goals.

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Stock Plans

12 Months Ended

Dec. 31, 2011

Stock Plans [Abstract]

Stock Plans

Stock Plans

Most U.S. salaried and non-union hourly employees are eligible to participate in the Company’s 401(k) plan (the "Retirement Savings Plan"). The Retirement Savings Plan provides for the investment of employer and employee contributions in various investment alternatives including the Company’s common stock, at the employee’s direction. Through June 30, 2009, the Company contributed an amount equal to 50% of employee contributions up to 6% of eligible compensation. As of July 1, 2009, the Company match was temporarily suspended. Effective April 1, 2010, the Company reinstated the Company match. The Company expenses all contributions made to the Retirement Savings Plan. The Company recognized expense of $3,399, $2,481 and $1,424 in 2011, 2010 and 2009, respectively. As of December 31, 2011, the Retirement Savings Plan held 3,119,731 shares of the Company’s common stock.

The Company has an Employee Stock Purchase Plan (“ESPP”) under which eligible employees may elect to have up to the lesser of $25 or 10% of base compensation deducted from their payroll checks for the purchase of the Company’s common stock at 95% of the average market value on the date of purchase. The maximum number of shares which may be purchased under the ESPP is 4,550,000. The number of shares purchased under the ESPP was 31,874, 41,791 and 64,394 in 2011, 2010 and 2009, respectively. The Company received cash proceeds from the purchase of these shares of $670, $733 and $829 in 2011, 2010 and 2009, respectively. As of December 31, 2011, 364,153 additional shares may be purchased.

The 1991 Barnes Group Stock Incentive Plan (the “1991 Plan”) authorized the granting of incentives to executive officers, directors and key employees in the form of stock options, stock appreciation rights, incentive stock rights and performance unit awards. Options granted under the 1991 Plan that terminated without being exercised become available for future grants under the 2004 Plan. A maximum of 89,277 common shares are subject to issuance under this plan after December 31, 2011.

The Barnes Group Inc. Employee Stock and Ownership Program (the “2000 Plan”) was approved on April 12, 2000, and subsequently amended on April 10, 2002 by the Company’s stockholders. The 2000 Plan permitted the granting of incentive stock options, nonqualified stock options, restricted stock awards, performance share or cash unit awards and stock appreciation rights, or any combination of the foregoing, to eligible employees to purchase up to 6,900,000 shares of the Company’s common stock. Such shares were authorized and reserved. Options granted under the 2000 Plan that terminate without being exercised become available for future grants under the 2004 Plan. A maximum of 49,732 common shares are subject to issuance under the 2000 Plan after December 31, 2011.

The Barnes Group Stock and Incentive Award Plan (the “2004 Plan”) was approved on April 14, 2004, and subsequently amended on April 20, 2006 and May 7, 2010 upon approval of Amendments to the 2004 Plan on such dates by the Company’s stockholders. The 2004 Plan permits the issuance of incentive awards, stock option grants and stock appreciation rights to eligible participants to purchase up to 5,700,000 shares of common stock. Of this amount as of December 31, 2011 and 2010, there were 2,383,451 and 2,755,053 shares, respectively, available for future grants under the 2004 Plan. Also available for grants under the Plan are the number of shares of common stock reserved for grants of awards under the 1991 and 2000 Plans (collectively, the “Prior Plans”) but not used as of April 14, 2004 and the number of shares of common stock that become available under the terms of the 1991, 2000 and 2004 Plans, including shares subject to awards which are forfeited, settled for cash, expire or otherwise terminate without issuance of the shares. Including shares of common stock that become available under the terms of the Prior Plans, a maximum of 5,413,924 common shares are subject to issuance under the 2004 Plan after December 31, 2011.

Restricted stock unit awards under the 2004 Plan (“Stock Rights”) entitle the holder to receive, without payment, one share of the Company’s common stock after the expiration of the vesting period. Certain Stock Rights are also subject to the satisfaction of established performance goals. Additionally, holders of certain Stock Rights are credited with dividend equivalents, which are converted into additional Stock Rights, and holders of certain restricted stock units are paid dividend equivalents in cash when dividends are paid to other stockholders. All Stock Rights have a vesting period of up to five years.

Under the Non-Employee Director Deferred Stock Plan, as further amended, each non-employee director who joined the Board of Directors prior to December 15, 2005 was granted the right to receive 12,000 shares of the Company’s common stock upon retirement. In 2011 and 2010, $23 and $25, respectively, of dividend equivalents were paid in cash related to these shares. Compensation cost related to this plan was $25, $28 and $28 in 2011, 2010 and 2009, respectively. There are 72,000 shares reserved for issuance under this plan. Each non-employee director who joins the Board of Directors subsequent to December 15, 2005 will receive restricted stock units under the 2004 Plan having a value of $50 that vest three years after the date of grant.

Total shares reserved for issuance under all stock plans aggregated 5,989,086 at December 31, 2011.

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Preferred Stock Preferred Stock (Details)	Dec. 31, 2011	Dec. 31, 2010
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract]
Preferred Stock, Shares Authorized	3,000,000	3,000,000
Preferred Stock, Shares Outstanding	0	0

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Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Details 2)	12 Months Ended
	Dec. 31, 2011 Year
Revenue sharing programs [Member]
Schedule of Useful Lives [Line Items]
Finite-Lived Intangible Assets, Useful Life, Maximum	30
Buildings [Member]
Schedule of Useful Lives [Line Items]
Property, Plant and Equipment, Useful Life, Minimum	20
Property, Plant and Equipment, Useful Life, Maximum	50
Computer equipment [Member]
Schedule of Useful Lives [Line Items]
Property, Plant and Equipment, Useful Life, Minimum	3
Property, Plant and Equipment, Useful Life, Maximum	5
Machinery and equipment [Member]
Schedule of Useful Lives [Line Items]
Property, Plant and Equipment, Useful Life, Minimum	4
Property, Plant and Equipment, Useful Life, Maximum	12
Furnaces and boilers [Member]
Schedule of Useful Lives [Line Items]
Property, Plant and Equipment, Useful Life, Minimum	12
Property, Plant and Equipment, Useful Life, Maximum	17

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Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2011

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following table provides the assets and liabilities reported at fair value and measured on a recurring basis as of December 31, 2011 and 2010:

				Fair Value Measurements Using
	Total			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Description
December 31, 2011
Asset derivatives	$	304		$	—	$	304		$	—
Liability derivatives	(976		)	—		(976		)	—
Rabbi trust assets	1,494			1,494		—			—
	$	822		$	1,494	$	(672	)	$	—
December 31, 2010
Asset derivatives	$	1,617		$	—	$	1,617		$	—
Liability derivatives	(667		)	—		(667		)	—
Rabbi trust assets	1,350			1,350		—			—
	$	2,300		$	1,350	$	950		$	—

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Consolidated Balance Sheets (Parentheticals) (USD $) In Thousands, except Share data, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 2,898	$ 5,026
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	58,593,802	56,518,417
Treasury stock, at cost	4,254,350	2,691,215

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Income Taxes (Details 2) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011 Year
Operating Loss Carryforwards [Line Items]
Tax loss carryforwards	$ 118,149
Tax credit carryforward	3,613
Tax credit carryfoward, Carryfoward period, Minimum (in years)	1
Period over which company has not been in a cumulative loss position	3
U.S. [Member]
Operating Loss Carryforwards [Line Items]
Tax loss carryforwards	71,568
Federal [Member]
Operating Loss Carryforwards [Line Items]
Tax loss carryforwards, Carryforward period, Minimum (in years)	16
Tax loss carryforwards, Carryforward period, Maximum (in years)	19
State [Member]
Operating Loss Carryforwards [Line Items]
Tax loss carryforwards, Carryforward period, Minimum (in years)	1
Tax loss carryforwards, Carryforward period, Maximum (in years)	19
International [Member]
Operating Loss Carryforwards [Line Items]
Tax loss carryforwards	45,598
Tax loss carryforwards, Carryforward period, Minimum (in years)	3
Tax loss carryforwards, Carryforward period, Maximum (in years)	15
Windfall tax benefit [Member]
Operating Loss Carryforwards [Line Items]
Tax loss carryforwards	$ 983

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2011

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

General: The preparation of consolidated 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. Actual results could differ from those estimates. Certain reclassifications have been made to prior year amounts to conform to the current year presentation.

During 2011, the Company identified certain immaterial prior period errors which were corrected for in the current year aggregating $3,722, net of tax, of which $2,107 negatively impacted pre-tax income from continuing operations and $1,615 negatively impacted income taxes from continuing operations.  The most significant items included a $1,941 pretax adjustment related to previously unrecorded rebates at one of the business units within Precision Components and a $1,793 adjustment related to tax expense adjustments related to prior years. Management evaluated these items in relation to the current periods in which they were corrected, as well as the periods in which they originated, and concluded that such items are immaterial, both quantitatively and qualitatively, to the quarterly and annual financial statements.

Consolidation: The accompanying consolidated financial statements include the accounts of the Company and all of its subsidiaries. Intercompany transactions and account balances have been eliminated.

During the fourth quarter of 2011, the Company completed the sale of its Barnes Distribution Europe businesses (the "BDE" business). The BDE business is comprised of the Company's European KENT, Toolcom and BD France distribution businesses that were reported within the Company's Logistics and Manufacturing Services segment. The results of these operations are segregated and presented as discontinued operations in the consolidated financial statements. See Note 2 of the Consolidated Financial Statements.

All previously reported financial information has been adjusted on a retrospective basis to reflect the discontinued operations.

Revenue recognition: Sales and related cost of sales are recognized when products are shipped or delivered to customers depending upon when title and risk of loss have passed. In the aerospace manufacturing businesses, the Company recognizes revenue based on the units-of-delivery method in accordance with accounting standards related to accounting for performance of construction-type and certain production-type contracts.

Operating expenses: The Company includes manufacturing labor, material, manufacturing overhead and costs of its distribution network within cost of sales. Other costs, including selling personnel costs and commissions, and other general and administrative costs of the Company are included within selling and administrative expenses. Depreciation and amortization expense is allocated between cost of sales and selling and administrative expenses.

Cash and cash equivalents: Cash in excess of operating requirements is invested in short-term, highly liquid, income-producing investments. All highly liquid investments purchased with an original maturity of three months or less are considered cash equivalents. Cash equivalents are carried at cost which approximates fair value.

Inventories: Inventories are valued at the lower of cost, determined on a first-in, first-out basis, or market. Loss provisions, if any, on aerospace contracts are established when estimable. Loss provisions are based on the projected excess of manufacturing costs over the net revenues of the products or group of related products under contract.

Property, plant and equipment: Property, plant and equipment is stated at cost. Depreciation is recorded over estimated useful lives, ranging from 20 to 50 years for buildings, three to five years for computer equipment, four to 12 years for machinery and equipment and 12 to 17 years for furnaces and boilers. The straight-line method of depreciation was adopted for all property, plant and equipment placed in service after March 31, 1999. For property, plant and equipment placed into service prior to April 1, 1999, depreciation is calculated using accelerated methods.

Goodwill: Goodwill represents the excess purchase cost over the fair value of net assets of companies acquired in business combinations. Goodwill is considered an indefinite-lived asset. Goodwill is subject to impairment testing in accordance with accounting standards governing such on an annual basis or more frequently if an event or change in circumstances indicates that the fair value of a reporting unit has been reduced below its carrying value. Based on this assessment performed in the second quarter of each year, there was no goodwill impairment. See Note 5 of the Consolidated Financial Statements as the Company recorded a goodwill impairment charge related to the sale of the BDE business.

Revenue Sharing Programs (RSPs): The Company, through its aerospace aftermarket business, participates in aftermarket RSPs under which the Company receives an exclusive right to supply designated aftermarket parts over the life of the related aircraft engine program. As consideration, the Company has paid participation fees, which are recorded as long-lived intangible assets, and are recognized as a reduction of sales over the estimated useful life of the related engine programs which range up to 30 years. The Company records amortization of the related long-lived intangible asset as sales dollars are being earned based on a proportional sales dollar method. Specifically, this method amortizes each intangible asset as a reduction to revenue based on the proportion of sales under a program in a given period to the estimated aggregate sales dollars over the life of that program. This method reflects the pattern in which economic benefits are realized.

The recoverability of each intangible asset is subject to significant estimates about future revenues related to the program’s aftermarket parts. The Company evaluates these intangible assets for impairment and updates amortization rates on an agreement by agreement basis. The intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Annually, the Company evaluates the remaining useful life of these assets to determine whether events and circumstances warrant a revision to the remaining periods of amortization. Management updates revenue projections, which includes comparing actual experience against projected revenue and industry projections. The potential exists that actual revenues will not meet expectations due to a change in market conditions. A shortfall in future revenues may indicate a triggering event requiring an impairment test of the intangible asset or require the Company to accelerate amortization expense prospectively dependent on the level of the shortfall. The Company has not identified any impairment of these intangible assets.

Derivatives: Accounting standards related to the accounting for derivative instruments and hedging activities require that all derivative instruments be recorded on the balance sheet at fair value. Foreign currency contracts may qualify as fair value hedges of unrecognized firm commitments, cash flow hedges of recognized assets and liabilities or anticipated transactions, or a hedge of a net investment. Changes in the fair market value of derivatives that qualify as fair value hedges or cash flow hedges are recorded directly to earnings or accumulated other non-owner changes to equity, depending on the designation. Amounts recorded to accumulated other non-owner changes to equity are reclassified to earnings in a manner that matches the earnings impact of the hedged transaction. Any ineffective portion, or amounts related to contracts that are not designated as hedges, are recorded directly to earnings. The Company’s policy for classifying cash flows from derivatives is to report the cash flows consistent with the underlying hedged item.

Foreign currency: Assets and liabilities of international operations are translated at year-end rates of exchange; revenues and expenses are translated at average rates of exchange. The resulting translation gains or losses are reflected in accumulated other non-owner changes to equity within stockholders’ equity. Net foreign currency transaction losses of $224, $1,670 and $1,379 were included in other expense (income), net in the consolidated statements of income in 2011, 2010 and 2009, respectively.

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Debt and Commitments (Details Narrative) (USD $)	12 Months Ended				0 Months Ended	12 Months Ended					12 Months Ended				12 Months Ended								12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2011 Line of Credit [Member]	Apr. 05, 2011 Convertible Debt [Member] 3.75% Convertible Notes [Member]	Dec. 31, 2009 Convertible Debt [Member] 3.75% Convertible Notes [Member]	Dec. 31, 2011 Convertible Debt [Member] 3.75% Convertible Notes [Member]	Dec. 31, 2010 Convertible Debt [Member] 3.75% Convertible Notes [Member]	Apr. 05, 2011 Convertible Debt [Member] 3.75% Convertible Notes [Member] Redeemed With Accrued Interest [Member]	Apr. 05, 2011 Convertible Debt [Member] 3.75% Convertible Notes [Member] Surrendered For Conversion [Member]	Dec. 31, 2011 Convertible Debt [Member] 3.375% Convertible Notes [Member] D	Dec. 31, 2009 Convertible Debt [Member] 3.375% Convertible Notes [Member]	Dec. 31, 2010 Convertible Debt [Member] 3.375% Convertible Notes [Member]	Dec. 31, 2007 Convertible Debt [Member] 3.375% Convertible Notes [Member]	Dec. 31, 2009 Convertible Debt [Member] 3.75% and 3.375% Convertible Notes [Member]	Dec. 31, 2011 Revolving Credit Agreement [Member]	Sep. 26, 2011 Revolving Credit Agreement [Member]	Dec. 31, 2010 Revolving Credit Agreement [Member]	Dec. 31, 2011 Line of Credit [Member]	Dec. 31, 2010 Line of Credit [Member]	Dec. 31, 2011 Minimum [Member] Revolving Credit Agreement [Member]	Dec. 31, 2011 Maximum [Member] Revolving Credit Agreement [Member]	Dec. 31, 2011 On Or Before September 30 2013 [Member] Minimum [Member] Revolving Credit Agreement [Member]	Dec. 31, 2011 On Or Before September 30 2013 [Member] Maximum [Member] Revolving Credit Agreement [Member]	Dec. 31, 2011 After September 30 2013 [Member] Minimum [Member] Revolving Credit Agreement [Member]	Dec. 31, 2011 After September 30 2013 [Member] Maximum [Member] Revolving Credit Agreement [Member]	Dec. 31, 2009 Treasury Stock [Member]
Debt Instrument [Line Items]
Convertible notes stated interest rate							3.75%				3.375%
Convertible notes							$ 0	$ 92,500,000	$ 11,865,000	$ 80,635,000	$ 55,636,000		$ 55,636,000			$ 281,900,000		$ 207,900,000	$ 12,000,000	$ 0
Repayments of convertible debt, including premium on conversion					90,438,000
Premium paid on convertible debt redemption	9,803,000	0	0		9,803,000
Adjustments to additional paid in capital, premium paid on convertible debt redemption					6,085,000
Adjustments to additional paid in capital, income tax benefit from premium paid on convertible debt redemption, tax					3,718,000
Adjustments to additional paid in capital, income tax benefit on convertible debt redemption, tax															2,585,000
Contingent convertible debt interest, amount recaptured for income tax purpose					40,217,000
Reduction in short-term deferred tax liabilities					15,252,000
Deferred tax assets, noncurrent, operating loss carryforwards, reduction for convertible notes redemption					15,252,000
Debt instrument, face amount														100,000,000
Debt instrument, convertible, conversion ratio											35.3235
Debt instrument, convertible, conversion price											$ 28.31
Number of days used to calculate highest average stock price											20
Total pool of days used to calculate the highest average stock price											30
Minimum ratio of stock price to conversion price for conversion											130.00%
Guaranteed cash payment upon conversion per note											1
Debt instrument, convertible, eligible for conversion	0	0
Convertible note repurchases, par value						7,500,000						44,364,000
Convertible note repurchases, cash consideration															28,651,000
Convertible note repurchases, shares	0	0													1,154,265												1,154,265
Convertible note repurchases, value			17,019,000												17,019,000
Convertible note repurchases, total consideration															45,669,000
Convertible note repurchases, portion of toal consideration attributed to debt component															38,852,000
Convertible note repurchases, portion of toal consideration attributed to equity component															6,817,000
Long-term debt, gross, net of unamortized discounts	346,052,000	357,718,000					0	92,386,000			50,303,000		48,259,000		43,560,000
Convertible note repurchases, unamortized debt discount							0	114,000			5,333,000		7,377,000		8,304,000
Adjustments to additional paid in capital, equity component of convertible debt, subsequent adjustments	5,238,000														4,232,000
Write off of deferred debt issuance cost															934,000
Gains (losses) on extinguishment of debt	0	0	3,773,000												3,773,000
Extinguishment of debt, gain (loss), net of tax															2,342,000
Line of credit facility previous maximum borrowing capacity				15,000,000												500,000,000	400,000,000
Line of credit expiration date extension																4 years
Line of credit facility, amount outstanding				12,000,000												281,900,000
Line of credit facility remaining borrowing capacity																218,100,000
Debt instrument basis spread on LIBOR																					1.10%	1.70%
Line of credit facility, interest rate at period end				2.17%												1.49%		1.01%
Debt covenant ratio of senior debt to EBITDA																								3.25		3.00
Debt covenant ratio of total debt to EBITDA																								4.00		3.75
Debt covenant ratio of EBITDA to cash interest expense																							4.25		4.50
Payments of debt issue costs																2,012,000
Foreign bank borrowings and overdrafts	1,849,000	6,955,000
Letters of credit outstanding, amount	$ 7,146,000

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Stock-Based Compensation (Details 2) (USD $)	12 Months Ended
	Dec. 31, 2011 Year
Range 9.56 to 11.50
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options Outstanding, Number of Shares	671,172
Options Outstanding, Average Remaining Life (Years)	6.39
Options Outstanding, Average Exercise Price	$ 11.35
Options Exercisable, Number of Shares	435,150
Options Exercisable, Average Exercise Price	$ 11.30
Range of Exercise Prices, Lower Range Limit	$ 9.56
Range of Exercise Prices, Upper Range Limit	$ 11.50
Range 12.62 to 18.63
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options Outstanding, Number of Shares	706,006
Options Outstanding, Average Remaining Life (Years)	6.23
Options Outstanding, Average Exercise Price	$ 15.54
Options Exercisable, Number of Shares	393,969
Options Exercisable, Average Exercise Price	$ 15.73
Range of Exercise Prices, Lower Range Limit	$ 12.62
Range of Exercise Prices, Upper Range Limit	$ 18.63
Range 19.13 to 22.34
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options Outstanding, Number of Shares	990,620
Options Outstanding, Average Remaining Life (Years)	6.40
Options Outstanding, Average Exercise Price	$ 21.11
Options Exercisable, Number of Shares	603,954
Options Exercisable, Average Exercise Price	$ 21.41
Range of Exercise Prices, Lower Range Limit	$ 19.13
Range of Exercise Prices, Upper Range Limit	$ 22.34
Range 23.26 to 33.45
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options Outstanding, Number of Shares	269,505
Options Outstanding, Average Remaining Life (Years)	5.68
Options Outstanding, Average Exercise Price	$ 26.34
Options Exercisable, Number of Shares	243,334
Options Exercisable, Average Exercise Price	$ 26.47
Range of Exercise Prices, Lower Range Limit	$ 23.26
Range of Exercise Prices, Upper Range Limit	$ 33.45

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Pension and Other Postretirement Benefits (Details 3) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
Defined benefit pension plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Projected benefit obligation, related to pension plans with benefit obligations in excess of plan assets	$ 417,118	$ 380,030
Fair value of plan assets, related to pension plans with benefit obligations in excess of plan assets	312,451	315,524
Defined benefit pension plans, U.S. [Member]
Defined Benefit Plan Disclosure [Line Items]
Projected benefit obligation, related to pension plans with benefit obligations in excess of plan assets	354,287	321,775
Fair value of plan assets, related to pension plans with benefit obligations in excess of plan assets	256,518	269,896
Defined benefit pension plans, Non-U.S. [Member]
Defined Benefit Plan Disclosure [Line Items]
Projected benefit obligation, related to pension plans with benefit obligations in excess of plan assets	62,831	58,255
Fair value of plan assets, related to pension plans with benefit obligations in excess of plan assets	$ 55,933	$ 45,628

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Weighted Average Shares Outstanding

12 Months Ended

Dec. 31, 2011

Weighted Average Shares Outstanding [Abstract]

Weighted Average Shares Outstanding

Weighted Average Shares Outstanding

Income from continuing operations and net income per common share is computed in accordance with accounting standards related to earnings per share. Basic earnings per share is calculated using the weighted-average number of common shares outstanding during the year. Share-based payment awards that entitle their holders to receive nonforfeitable dividends before vesting should be considered participating securities and, as such, should be included in the calculation of basic earnings per share. The Company’s restricted stock unit awards which contain nonforfeitable rights to dividends are considered participating securities. Diluted earnings per share reflects the assumed exercise and conversion of all dilutive securities. Shares held by the Retirement Savings Plan are considered outstanding for both basic and diluted earnings per share. There are no significant adjustments to income from continuing operations and net income for purposes of computing income available to common stockholders for the years ended December 31, 2011, 2010 and 2009. A reconciliation of the weighted average number of common shares outstanding used in the calculation of basic and diluted earnings per share follows:

	Weighted Average Common Shares Outstanding
	2011	2010	2009
Basic	55,214,586	55,259,732	53,879,976
Dilutive effect of:
Stock options	645,280	591,943	245,784
Restricted stock units	19,089	4,608	4,318
Non-Employee Director Deferred Stock Plan	52,927	68,904	76,348
Diluted	55,931,882	55,925,187	54,206,426

The calculation of weighted-average diluted shares outstanding excludes all anti-dilutive shares. During 2011, 2010 and 2009, the Company excluded 787,809, 1,730,632 and 3,560,600 stock options, respectively, from the calculation of diluted weighted-average shares outstanding as the stock options were considered anti-dilutive.

Effective April 5, 2011, the Company exercised its right to redeem the remaining $92,500 principal amount of the 3.75% Convertible Notes under their indenture agreement. The potential shares issuable for the 3.75% Convertible Notes were not included in either basic or diluted average common shares outstanding for the year ended December 31, 2011 as the notes were settled in cash. Under the net share settlement method, there were no potential shares issuable under the notes as the notes would have been anti-dilutive in 2010.

The 3.375% Convertible Notes are convertible, under certain circumstances, into a combination of cash and common stock of the Company. The conversion price is approximately $28.31 per share of common stock. The dilutive effect of the notes is determined based on the average closing price of the Company’s stock for the last 30 trading days of each quarter as compared to the conversion price. Under the net share settlement method, there were no potential shares issuable under the notes as the notes would have been anti-dilutive in 2011 and 2010.

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Pension and Other Postretirement Benefits (Details 8) (Defined benefit pension plans [Member])	12 Months Ended
	Dec. 31, 2011
Defined benefit pension plans [Member]
Defined Benefit Plan Disclosure [Line Items]
The weighted-average target investment allocations in equity securities	70.00%
The weighted-average target investment allocations in fixed income securities	20.00%
The weighted-average target investment allocations in real estate	5.00%
The weighted-average target investment allocations in other investments	5.00%

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Business Reorganizations (Tables)

12 Months Ended

Dec. 31, 2011

2009 Restructuring Reserve

Restructuring Cost and Reserve [Line Items]

Schedule of Restructuring Reserve by Type of Cost

The following table sets forth the change in the liability for the 2009 employee termination actions at Precision Components:

January 1, 2010	$	3,337
Severance expense, net	(337		)
Payments	(2,812		)
Foreign currency translation	(16		)
December 31, 2010	$	172
Payments	(83		)
Foreign currency translation	(4		)
December 31, 2011	$	85

2008 Restructuring Reserve

Restructuring Cost and Reserve [Line Items]

Schedule of Restructuring Reserve by Type of Cost

The following table sets forth the change in the liability for 2008 employee termination actions:

	Logistics and Manufacturing Services			Precision Components
January 1, 2010	1,467			167
Severance expense, net	(403		)	(35		)
Payments	(863		)	(133		)
Foreign currency translation	(136		)	1
December 31, 2010	$	65		$	—

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Pension and Other Postretirement Benefits

12 Months Ended

Dec. 31, 2011

Compensation and Retirement Disclosure [Abstract]

Pension and Other Postretirement Benefits

Pension and Other Postretirement Benefits

The accounting standards related to employers’ accounting for defined benefit pension and other postretirement plans requires the Company to recognize the overfunded or underfunded status of its defined benefit postretirement plans as assets or liabilities in the accompanying consolidated balance sheets and to recognize changes in the funded status of the plans in comprehensive income.

The Company has various defined contribution plans the largest of which is its Retirement Savings Plan. Most U.S. salaried and non-union hourly employees are eligible to participate in this plan. See Note 17 for further discussion of the Retirement Savings Plan. The Company also maintains various defined contribution plans which cover certain other employees. Company contributions under these plans are based primarily on the performance of the business units and employee compensation. Contribution expense under these other defined contribution plans was $5,106, $3,717 and $4,120 in 2011, 2010 and 2009, respectively.

Defined benefit pension plans in the U.S. cover a majority of the Company’s U.S. employees at the Associated Spring business of Precision Components, the Company’s Corporate Office and certain other U.S. employees at the distribution businesses of Logistics and Manufacturing Services. Plan benefits for salaried and non-union hourly employees are based on years of service and average salary. Plans covering union hourly employees provide benefits based on years of service. The Company funds U.S. pension costs in accordance with the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Non-U.S. defined benefit pension plans cover certain employees of certain international locations, primarily in Europe and Canada.

The Company provides other medical, dental and life insurance postretirement benefits for certain of its retired employees in the U.S. and Canada. It is the Company’s practice to fund these benefits as incurred.

The accompanying balance sheets reflect the underfunded status of the Company’s defined benefit pension plans at December 31, 2011 and 2010, respectively. Reconciliations of the obligations and underfunded status of the plans follow:

	2011									2010
	U.S.			Non-U.S.			Total			U.S.			Non-U.S.			Total
Benefit obligation, January 1	$	343,425		$	71,548		$	414,973		$	323,347		$	65,039		$	388,386
Service cost	4,794			1,129			5,923			5,172			983			6,155
Interest cost	18,906			3,546			22,452			19,494			3,449			22,943
Amendments	117			—			117			1,656			672			2,328
Actuarial loss	33,078			1,231			34,309			16,194			3,979			20,173
Benefits paid	(22,338		)	(4,453		)	(26,791		)	(22,438		)	(4,451		)	(26,889		)
Transfers in	—			951			951			—			1,262			1,262
Plan Curtailments	—			(2,106		)	(2,106		)	—			—			—
Plan Settlements	—			(7,757		)	(7,757		)	—			—			—
Participant contributions	—			598			598			—			423			423
Foreign exchange rate changes	—			(1,243		)	(1,243		)	—			192			192
Benefit obligation, December 31	377,982			63,444			441,426			343,425			71,548			414,973
Fair value of plan assets, January 1	298,910			58,983			357,893			272,540			52,816			325,356
Actual return on plan assets	(5,808		)	1,828			(3,980		)	40,092			5,241			45,333
Company contributions	12,774			4,706			17,480			8,716			2,756			11,472
Participant contributions	—			598			598			—			423			423
Benefits paid	(22,338		)	(4,453		)	(26,791		)	(22,438		)	(4,451		)	(26,889		)
Plan Settlements	—			(5,131		)	(5,131		)	—			—			—
Transfers in	—			951			951			—			1,262			1,262
Foreign exchange rate changes	—			(650		)	(650		)	—			936			936
Fair value of plan assets, December 31	283,538			56,832			340,370			298,910			58,983			357,893
Underfunded status, December 31	$	(94,444	)	$	(6,612	)	$	(101,056	)	$	(44,515	)	$	(12,565	)	$	(57,080	)

Plan curtailments and plan settlements relate primarily to the sale of the BDE business. See Note 2 of the Consolidated Financial Statements.

Projected benefit obligations related to pension plans with benefit obligations in excess of plan assets follow:

	2011						2010
	U.S.		Non-U.S.		Total		U.S.		Non-U.S.		Total
Projected benefit obligation	$	354,287	$	62,831	$	417,118	$	321,775	$	58,255	$	380,030
Fair value of plan assets	256,518		55,933		312,451		269,896		45,628		315,524

Information related to pension plans with accumulated benefit obligations in excess of plan assets follows:

	2011						2010
	U.S.		Non-U.S.		Total		U.S.		Non-U.S.		Total
Projected benefit obligation	$	354,287	$	62,831	$	417,118	$	321,775	$	58,255	$	380,030
Accumulated benefit obligation	343,596		62,548		406,144		312,039		57,154		369,193
Fair value of plan assets	256,518		55,933		312,451		269,896		45,628		315,524

The accumulated benefit obligation for all defined benefit pension plans was $430,136 and $403,612 at December 31, 2011 and 2010, respectively.

Amounts related to pensions recognized in the accompanying balance sheets consist of:

	2011									2010
	U.S.			Non-U.S.			Total			U.S.			Non-U.S.			Total
Other assets	$	3,325		$	286		$	3,611		$	7,364		$	62		$	7,426
Accrued liabilities	2,705			386			3,091			2,725			450			3,175
Accrued retirement benefits	95,064			6,512			101,576			49,154			12,177			61,331
Accumulated other non-owner changes to equity, net	(104,960		)	(20,092		)	(125,052		)	(66,543		)	(19,711		)	(86,254		)

Amounts related to pensions recognized in accumulated other non-owner changes to equity, net of tax, at December 31, 2011 and 2010, respectively, consist of:

	2011									2010
	U.S.			Non-U.S.			Total			U.S.			Non-U.S.			Total
Net actuarial loss	$	(103,025	)	$	(19,543	)	$	(122,568	)	$	(64,031	)	$	(19,074	)	$	(83,105	)
Prior service costs	(1,935		)	(549		)	(2,484		)	(2,512		)	(637		)	(3,149		)
	$	(104,960	)	$	(20,092	)	$	(125,052	)	$	(66,543	)	$	(19,711	)	$	(86,254	)

The accompanying balance sheets reflect the underfunded status of the Company’s other postretirement benefit plans at December 31, 2011 and 2010. Reconciliations of the obligations and underfunded status of the plans follow:

	2011			2010
Benefit obligation, January 1	$	55,188		$	54,811
Service cost	286			357
Interest cost	2,831			3,182
Amendments	(2,376		)	—
Actuarial loss	5,728			2,500
Benefits paid	(9,734		)	(6,693		)
Curtailment gain	—			(950		)
Participant contributions	2,679			1,846
Foreign exchange rate changes	(15		)	135
Benefit obligation, December 31	54,587			55,188
Fair value of plan assets, January 1	—			—
Company contributions	7,055			4,847
Participant contributions	2,679			1,846
Benefits paid	(9,734		)	(6,693		)
Fair value of plan assets, December 31	—			—
Underfunded status, December 31	$	54,587		$	55,188

Amounts related to other postretirement benefits recognized in the accompanying balance sheets consist of:

	2011			2010
Accrued liabilities	$	5,314		$	5,226
Accrued retirement benefits	49,273			49,962
Accumulated other non-owner changes to equity, net	(5,601		)	(3,044		)

Amounts related to other postretirement benefits recognized in accumulated other non-owner changes to equity, net of tax, at December 31, 2011 and 2010 consist of:

	2011			2010
Net actuarial loss	$	(10,194	)	$	(7,118	)
Prior service credits	4,593			4,074
	$	(5,601	)	$	(3,044	)

The sources of changes in accumulated other non-owner changes to equity, net, during 2011 were:

	Pension			Other Postretirement Benefits
Prior service cost	$	(73	)	$	1,475
Net loss	(44,289		)	(3,574		)
Amortization of prior service costs (credits)	727			(957		)
Amortization of actuarial loss	4,298			498
Foreign exchange rate changes	531			1
Divestiture	$	8		$	—
	$	(38,798	)	$	(2,557	)

Weighted-average assumptions used to determine benefit obligations at December 31, are:

	2011		2010
U.S. plans:
Discount rate	5.05	%	5.65	%
Increase in compensation	3.71	%	3.71	%
Non-U.S. plans:
Discount rate	4.46	%	4.89	%
Increase in compensation	2.76	%	2.72	%

The investment strategy of the plans is to generate a consistent total investment return sufficient to pay present and future plan benefits to retirees, while minimizing the long-term cost to the Company. Target allocations for asset categories are used to earn a reasonable rate of return, provide required liquidity and minimize the risk of large losses. Targets may be adjusted, as necessary within certain guidelines, to reflect trends and developments within the overall investment environment. The weighted-average target investment allocations by asset category are as follows: 70% in equity securities, 20% in fixed income securities, 5% in real estate and 5% in other investments, including cash.

The fair values of the Company’s pension plan assets at December 31, 2011 and 2010, by asset category are as follows:

			Fair Value Measurements Using
Asset Category	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
December 31, 2011
Cash and short-term investments	$	10,227	$	10,227	$	—	$	—
Equity securities:
U.S. large-cap	86,709		41,419		45,290		—
U.S. mid-cap	33,264		33,264		—		—
U.S. small-cap	36,079		36,079		—		—
International equities	69,163		—		69,163		—
Fixed income securities:
U.S. bond funds	61,974		—		61,974		—
International bonds	27,221		—		27,221		—
Real estate securities	15,432		—		15,432		—
Other	301		—		301		—
	$	340,370	$	120,989	$	219,381	$	—
December 31, 2010
Cash and short-term investments	$	4,157	$	4,157	$	—	$	—
Equity securities:
U.S. large-cap	98,766		50,847		47,919		—
U.S. mid-cap	38,069		38,069		—		—
U.S. small-cap	38,959		38,959		—		—
International equities	74,308		—		74,308		—
Fixed income securities:
U.S. bond funds	57,547		—		57,547		—
International bonds	29,313		—		29,313		—
Real estate securities	16,199		—		16,199		—
Other	575		—		575		—
	$	357,893	$	132,032	$	225,861	$	—

The fair values of the Level 1 assets are based on quoted market prices from various financial exchanges. The fair values of the Level 2 assets are based primarily on quoted prices in active markets for similar assets or liabilities. The Level 2 assets are comprised primarily of commingled funds and fixed income securities. Commingled equity funds are valued at their net asset values based on quoted market prices of the underlying assets. Fixed income securities are valued using a market approach which considers observable market data for the underlying asset or securities.

The Company expects to contribute approximately $25,700 to the pension plans in 2012.

The following are the estimated future net benefit payments, which include future service, over the next 10 years:

	Pensions		Other Postretirement Benefits
2012	$	26,938	$	5,314
2013	27,296		5,209
2014	27,729		5,338
2015	28,178		5,110
2016	28,585		4,855
Years 2017-2021	147,981		21,544
Total	$	286,707	$	47,370

Pension and other postretirement benefit expenses consist of the following:

	Pensions									Other Postretirement Benefits
	2011			2010			2009			2011			2010			2009
Service cost	$	5,923		$	6,155		$	6,598		$	286		$	357		$	465
Interest cost	22,452			22,943			22,734			2,831			3,182			3,530
Expected return on plan assets	(32,041		)	(30,938		)	(30,676		)	—			—			—
Amortization of prior service cost	1,124			937			944			(1,541		)	(970		)	(745		)
Recognized losses	5,725			2,495			1,950			806			421			202
Curtailment (gain) loss	(1,884		)	—			71			—			(950		)	—
Settlement loss	304			—			—			—			—			—
Special termination benefits	—			—			48			—			—			—
Net periodic benefit cost	$	1,603		$	1,592		$	1,669		$	2,382		$	2,040		$	3,452

The estimated net actuarial loss and prior service cost for the defined benefit pension plans that will be amortized from accumulated other non-owner changes to equity into net periodic benefit cost in 2012 are $10,986 and $1,083, respectively. The estimated net actuarial loss and prior service credit for other defined benefit postretirement plans that will be amortized from accumulated other non-owner changes to equity into net periodic benefit cost in 2012 are $1,141 and $(1,585), respectively.

Weighted-average assumptions used to determine net benefit expense for years ended December 31, are:

	2011		2010		2009
U.S. plans:
Discount rate	5.65	%	6.20	%	6.50	%
Long-term rate of return	9.00	%	9.00	%	9.00	%
Increase in compensation	3.71	%	3.71	%	3.71	%
Non-U.S. plans:
Discount rate	4.89	%	5.59	%	6.02	%
Long-term rate of return	5.87	%	6.01	%	6.03	%
Increase in compensation	2.72	%	2.71	%	2.94	%

The expected long-term rate of return is based on the actual historical rates of return of published indices that are used to measure the plans’ target asset allocation. The historical rates are then discounted to consider fluctuations in the historical rates as well as potential changes in the investment environment.

The Company’s accumulated postretirement benefit obligations, exclusive of pensions, take into account certain cost-sharing provisions. The annual rate of increase in the cost of covered benefits (i.e., health care cost trend rate) is assumed to be 7.6% at December 31, 2011 and 2010, decreasing gradually to a rate of 4.5% by December 31, 2029. A one percentage point change in the assumed health care cost trend rate would have the following effects:

	One Percentage Point Increase		One Percentage Point Decrease
Effect on postretirement benefit obligation	$	873	$	(776	)
Effect on postretirement benefit cost	43		(39		)

The Company contributes to a multi-employer defined benefit pension plan under the terms of a collective-bargaining agreement. This multi-employer plan provides pension benefits to its union-represented employees at the Edison, New Jersey facility within the Barnes Distribution reporting unit. The risks of participating in this multi-employer plan are different from single-employer plans in the following aspects:

a. Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers.

b. If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.

c. If the Company chooses to stop participating in the multi-employer plan, the Company may be required to pay to this plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability.

The Company's participation in this plan for the annual period ended December 31, 2011 is outlined in the table below. The “EIN/Pension Plan Number” column provides the Employee Identification Number (“EIN”) and the three-digit plan number. The most recent Pension Protection Act zone status available in 2011 and 2010 relates to the plan's year-end at February 28, 2011 and February 28, 2010, respectively. The zone status is based on information that the Company received from the plan and is certified by the plan's actuary. Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the yellow zone are less than 80 percent funded, and plans in the green zone are at least 80 percent funded. The “FIP/RP Status Pending/Implemented” column indicates plans for which a financial improvement plan (FIP) or a rehabilitation plan (RP) is either pending or has been implemented. The last column lists the expiration date of the collective-bargaining agreement to which the plan is subject. There have been no significant changes that affect the comparability of 2011, 2010 or 2009 contributions.

		Pension Protection Act Zone Status			Contributions by the Company
Pension Fund	EIN/Pension Plan Number	2011	2010	FIP/RP Status Funding	2011	2010	2009	Surcharge Imposed	Expiration Date of Collective Bargaining Agreement
Teamsters Local 641 Pension Fund	22-6220288-001	Red as of March 1, 2010 for Plan year ended February 28, 2011	Red as of March 1, 2009 for Plan year ended February 28, 2010	Implemented (A)	$101	$106	$103	No Surcharge	January 31, 2014
Swedish Pension Plan (ITP2) (B)					292	280	259
			Total Contributions		$393	$386	$362

(A) Plan information is publicly available for the Local 641 Pension fund. The Form 5500 indicates that the Plan is currently underfunded. Future contributions have increased pursuant to the collective bargaining agreement (dated January 31, 2011 and expiring on January 31, 2014) and the updated Rehabilitation Plan (dated February 17, 2011). Per the terms of the Rehabilitation Plan, required contributions will increase by approximately 4% (annually) through 2018.

(B) The Company also contributes to a Swedish pension plan that supplements the Swedish social insurance system. The pension plan guarantees employees a pension based on a percentage of their salary and also represents a multi-employer pension plan, however the pension plan was not significant in any year presented. This pension plan is not underfunded.

The Company also contributes to a multi-employer other post-retirement benefit plan under the terms of the collective-bargaining agreement at the Edison, New Jersey facility. This health and welfare plan provides medical, prescription, optical and other benefits to its union-represented active employees and retirees. Company contributions to the post-retirement plan approximated $202, $238 and $233 in 2011, 2010 and 2009, respectively. There have been no significant changes that affect the comparability of 2011, 2010 or 2009 contributions.

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Information on Business Segments (Details 1) (USD $)	12 Months Ended
	Dec. 31, 2011		Dec. 31, 2010		Dec. 31, 2009
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	$ 1,169,355,000		$ 1,028,617,000		$ 923,353,000
Long-lived assets located in any one international country	1
Long-Lived Assets	862,700,000		910,300,000		918,700,000
Logistics and Manufacturing Services [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	492,900,000		443,900,000		428,300,000
Precision Components [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	687,500,000		595,900,000		501,500,000
Domestic [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	765,600,000		701,700,000		655,400,000
Long-Lived Assets	303,700,000		290,400,000		299,300,000
International [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	442,000,000	[1]	368,600,000	[1]	300,500,000	[1]
Long-Lived Assets	559,000,000	[2]	619,900,000	[2]	619,400,000	[2]
Other [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	(38,200,000)	[3]	(41,700,000)	[3]	(32,500,000)	[3]
Sales from international locations to domestic locations	49.00%
Long-Lived Assets	0		0		0
Singapore [Member] | Logistics and Manufacturing Services [Member] | Intangible Assets [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Disclosure on geographic areas, long-lived assets in foreign countries, exceed 10% of total Company long-lived assets	247,300,000
Switzerland [Member] | Precision Components [Member] | Goodwill And Property Plant And Equipment [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Disclosure on geographic areas, long-lived assets in foreign countries, exceed 10% of total Company long-lived assets	142,200,000
Sweden [Member] | Precision Components [Member] | Goodwill [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Disclosure on geographic areas, long-lived assets in foreign countries, exceed 10% of total Company long-lived assets	$ 87,500,000

[1] International sales derived from any one country did not exceed 10% of the Company’s total revenues

[2] Long-lived assets located in any one international country that exceeded 10% of the Company’s total long-lived assets as of December 31, 2011 were $247.3 million of intangible assets related to the RSPs recorded in Singapore, $142.2 million primarily related to goodwill and property, plant and equipment at the Hänggi division of the Precision Components segment located in Switzerland and $87.5 million primarily related to goodwill at the Stromsholmen division of the Precision Components segment located in Sweden

[3] “Other” revenues represent the elimination of intercompany sales between geographic locations, of which approximately 49% were sales from international locations to domestic locations