8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 22, 2013

BARNES GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-4801	06-0247840
(Commission File Number)	(I.R.S. Employer Identification No.)
123 Main Street, Bristol, Connecticut	06010
(Address of principal executive offices)	(Zip Code)

(860) 583-7070

Registrant's telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1

Item 2.02	Results of Operations and Financial Condition. On February 22, 2013, Barnes Group Inc. issued a press release announcing the financial results of operations for the fourth quarter and year ended December 31, 2012. A copy is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Current Report on 8-K and the exhibit attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 7.01	Regulation FD Disclosure On February 22, 2013, the Company also issued press releases announcing an agreement to sell its Barnes Distribution North America business and the appointment of its Chief Operating Officer Patrick Dempsey as the Company's next President and Chief Executive Officer.  These press releases are furnished with this report as Exhibits 99.2 and 99.3.
Item 9.01	Financial Statements and Exhibits. Exhibit 99.1: Press Release issued February 22, 2013, announcing the financial results of operations for the fourth quarter and year ended December 31, 2012. Exhibit 99.2: Press Release issued February 22, 2013, announcing the Agreement to Sell the Barnes Distribution North America Business. Exhibit 99.3: Press Release issued February 22, 2013, announcing the Appointment of Chief Operating Officer Patrick Dempsey to President and Chief Executive Officer.

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  February 22, 2013	BARNES GROUP INC.
	(Registrant)
	By:	/s/ CHRISTOPHER J. STEPHENS, JR.
		Christopher J. Stephens, Jr.      Senior Vice President, Finance and      Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Document Description
99.1	Press Release, dated February 22, 2013, announcing the financial results of operations for the fourth quarter and year ended December 31, 2012.
99.2	Press Release, dated February 22, 2013, announcing the Agreement to Sell the Barnes Distribution North America Business.
99.3	Press Release, dated February 22, 2013, announcing the Appointment of Chief Operating Officer Patrick Dempsey to President and Chief Executive Officer.

2

EX-99.1

Exhibit 99.1 Barnes Group Inc. 123 Main Street Bristol, CT 06010

NEWS RELEASE

BARNES GROUP INC. REPORTS

FOURTH QUARTER AND FULL YEAR 2012

FINANCIAL RESULTS

▪ Fourth quarter sales of $327 million, up 16%; full year sales up 5% to $1,230 million

▪ Fourth quarter diluted EPS from Continuing Operations of $0.54, up 26%

▪ Full year diluted EPS from Continuing Operations up 9% to $1.78; up 13% to $1.86 on an Adjusted Basis

▪ Ends 2012 with a record year-end backlog of $677 million

▪ 2013 EPS from Continuing Operations guidance of $2.03 to $2.18 per diluted share

BRISTOL, Conn., February 22, 2013 - Barnes Group Inc. (NYSE: B), an international aerospace and industrial manufacturer and service provider, today reported financial results for the fourth quarter and full year 2012. Fourth quarter 2012 sales totaled $327.4 million, up 16% from $283.3 million in the fourth quarter of 2011, driven primarily by the sales contribution of the Synventive business. Income from continuing operations was $29.8 million or $0.54 per diluted share, up 26% from the fourth quarter of 2011.

For the full year, Barnes Group generated sales of $1,230 million, up 5% from last year. Income from continuing operations was $98.3 million, or $1.78 per diluted share, compared to $91.6 million, or $1.64 per diluted share in 2011. Income from continuing operations in 2012 included $5.9 million pre-tax, or $0.08 per diluted share, of short-term purchase accounting adjustments and acquisition transaction costs. Excluding these acquisition related items, adjusted diluted earnings per share from continuing operations was $1.86 for 2012. A table reconciling these non-GAAP adjusted results to our GAAP results is included at the end of this press release.

“We delivered record fourth quarter Net Income despite lingering challenges in some of our global markets,” said Gregory F. Milzcik, President and Chief Executive Officer of Barnes Group Inc. “We've continued to transform our business by executing on our strategy of differentiated product and processes resulting in margin expansion. Even as some of our end-markets continued to reflect top-line softness, we generated improvement in operating margins. In addition, we completed the largest acquisition in the Company's history with Synventive and we end 2012 with a record year-end backlog of $677 million, up 16% from 2011.” Milzcik continued, “We're optimistic about 2013, with an expectation of continued growth in sales and profitability and furthering the substantial progress made in 2012.”

($ millions; except per share data)	Three months ended December 31,										Twelve months ended December 31,
Unaudited	2012			2011			Change				2012			2011			Change
Net Sales	$	327.4		$	283.3		$	44.1	15.6	%	$	1,230.0		$	1,169.4		$	60.6	5.2	%
Operating Income	$	39.7		$	28.9		$	10.9	37.6	%	$	136.6		$	127.6		$	9.0	7.1	%
% of Sales	12.1		%	10.2		%			1.9	pts.	11.1		%	10.9		%			0.2	pts.
Income from Continuing Operations	$	29.8		$	23.8		$	6.0	25.4	%	$	98.3		$	91.6		$	6.7	7.3	%
Net Income	$	29.7		$	0.1		$	29.7	NM		$	95.2		$	64.7		$	30.5	47.2	%
Income from Continuing Operations Per Diluted Share	$	0.54		$	0.43		$	0.11	25.6	%	$	1.78		$	1.64		$	0.14	8.5	%
Loss from Discontinued Operations Per Diluted Share	$	—		$	(0.43	)	$	0.43			$	(0.06	)	$	(0.48	)	$	0.42
Net Income Per Diluted Share	$	0.54		$	—		$	0.54	NM		$	1.72		$	1.16		$	0.56	48.3	%

Aerospace

• Fourth quarter 2012 sales were $101.1 million, up 2% from $99.1 million in the same period last year. An increase in aerospace original equipment manufacturing (“OEM”) sales was largely offset by declines in aftermarket repair and overhaul and spare parts sales.

• Operating profit of $19.0 million for the fourth quarter of 2012 was up 5% compared to the prior year period of $18.1 million. Profit benefited from higher OEM sales and lower employee related expenses, primarily reduced incentive compensation. Profit was negatively impacted by lower profit from aftermarket repair and overhaul and spare parts sales and an inventory valuation adjustment within the aftermarket repair and overhaul business. Operating margin increased to 18.8%, up 50 bps.

• Full year 2012 sales were $390.5 million, up 2% from $382.5 million in 2011. The increase was primarily from sales growth in the OEM and aftermarket repair and overhaul businesses, partially offset by a decline in aftermarket spare parts sales.

• Full year 2012 operating profit increased 1% to $63.3 million. Operating profit benefited from higher sales in the OEM manufacturing business and lower levels of incentive compensation. Operating profit was negatively affected by the profit impact of lower sales in the highly profitable aftermarket RSP spare parts business and an inventory valuation adjustment within the aftermarket repair and overhaul business. Full year operating margin decreased to 16.2%, down 20 bps.

Industrial

• Fourth quarter 2012 sales were $147.6 million, up $45.1 million or 44% versus the same period last year. Synventive sales of $44 million contributed most of the growth, while organic sales were up 2% and foreign exchange was an unfavorable 1%.

• Operating profit of $15.2 million for the fourth quarter of 2012 increased $8.4 million from last year driven by the profit contribution of the Synventive business. Operating margin increased to 10.3%, up 370 bps.

• Full year 2012 sales were $497.0 million, up 13% from $440.5 million in 2011. Synventive provided $60 million of sales, while organic sales increased by $9.9 million. Unfavorable foreign exchange decreased sales by approximately $13.4 million for the year.

• Full year 2012 operating profit was $43.9 million, up 12% from 2011 primarily benefiting from the profit contribution of the acquired Synventive business. Operating profit was partially offset by $5.9 million in short-term purchase accounting adjustments and transaction costs related to the Synventive acquisition. Excluding the Synventive acquisition related items, adjusted operating margin increased to 10.0%, up 110 bps.

Distribution

• Fourth quarter 2012 sales of $79.7 million were down 4% compared to the fourth quarter of 2011 as a result of softness in our North American markets and a focus on more profitable accounts. 

• Operating profit of $5.6 million increased 41% from last year primarily due to pricing actions, customer mix, and lower employee related costs, namely incentive compensation. This favorability was partially offset by higher pension costs and the negative profit impact from lower sales volumes. Operating margin increased to 7.0%, up 230 bps.

• Full year 2012 sales were $350.7 million, down 1% from 2011. Organic sales declined as customers continued to manage costs and inventory levels and as the business focused on more profitable accounts. Foreign exchange decreased sales by $1.1 million.

• Full year 2012 operating profit was $29.4 million, up 14% from 2011. The profit increase was driven by lower employee related costs, namely incentive compensation, customer mix, and lower cost structures, partially offset by higher pension costs and the impact of lower sales volumes. Operating margin increased to 8.4%, up 110 bps.

Additional Information

• Interest expense increased $2.0 million from 2011, to $12.2 million, as a result of higher borrowings used to fund the acquisition of Synventive.

• Other expense in 2012 was $2.7 million, up $2.3 million from last year, primarily driven by foreign exchange losses.

• The Company's effective tax rate from continuing operations was 19.2% in 2012 compared with 21.7% in 2011. The 2011 effective tax rate included the recognition of $1.8 million of discrete tax expense related to tax adjustments for earlier years. The 2012 effective tax rate was impacted by the absence of this discrete item, a change in the mix of earnings attributable to higher-taxing jurisdictions, and the impact of a decrease in the repatriation of a portion of current year foreign earnings to the U.S. The Company repatriated $8.0 million and $17.5 million in 2012 and 2011, respectively.

Announced Sale of Barnes Distribution North America

As announced this morning, the Company has entered into a definitive agreement to sell its Barnes Distribution North America business (“BDNA”) to MSC Industrial Direct Co., Inc. for $550 million, subject to certain adjustments. The transaction, which is subject to customary conditions and approvals, is expected to close in late March or early in the second quarter of 2013. The BDNA business had 2012 revenues of approximately $300 million.

“We're very pleased to announce the sale of our BDNA business to MSC Industrial Direct,” said Gregory F. Milzcik, President and Chief Executive Officer of Barnes Group Inc. “MSC is gaining an established leader in vendor managed inventory distribution and Barnes Group is further advancing its strategy of adjusting the business portfolio to focus on core manufacturing and aftermarket capabilities.”

Barnes Group expects to use after-tax proceeds of approximately $400 million to reduce debt, buyback common shares, invest in profitable growth initiatives including acquisitions, and general corporate purposes.

2013 Outlook

Excluding impacts from this morning's announced pending sale of BDNA and CEO transition, Barnes Group expects 2013 revenue to grow 14% to 18% from 2012 and operating margins of 12% to 13%. Earnings per diluted share are anticipated to be in the range of $2.03 to $2.18, up 9% to 17% from 2012's adjusted diluted earnings per share from continuing operations of $1.86. Further, the Company expects capital expenditures of approximately $50 million and cash conversion to be better than or equal to 100% of net income.

“Our achieved 2012 financial performance, coupled with our expectations for profitable growth in 2013, allows us to further invest in our businesses while continuing to solidify our balance sheet following the Synventive acquisition,” said Christopher J. Stephens, Jr., Senior Vice President, Finance and Chief Financial Officer, Barnes Group Inc. “We believe the Company is well positioned for organic growth and to take advantage of value enhancing acquisition opportunities as they arise.”

Barnes Group expects to report BDNA as Discontinued Operations beginning with the first quarter of 2013. The BDNA business results are currently reported within the Company's Distribution segment. The remaining business within the Distribution segment, Associated Spring Raymond, will be realigned into the Company's Industrial Segment. Accordingly, the Company's financial results, beginning with the first quarter of 2013, will be reported in two segments; Aerospace and Industrial.

The Company expects to update its outlook in connection with the closing of the BDNA transaction.

Conference Call

Barnes Group Inc. will conduct a conference call with investors to discuss fourth quarter and full year 2012 results at 8:30 a.m. EST today, February 22, 2013. A webcast of the live call and an archived replay will be available on the Barnes Group investor relations link at www.BGInc.com. The conference is also available by direct dial at (888) 679-8033 in the U.S. or (617) 213-4846 outside of the U.S. (request the Barnes Group Earnings Call), Participant Code: 49233865.

In addition, the call will be recorded and available for playback beginning at 12:00 p.m. (EST) on Friday, February 22, 2013 by dialing (617) 801-6888, Passcode: 42867174.

About Barnes Group

Founded in 1857, Barnes Group Inc. (NYSE: B) is an international aerospace and industrial manufacturer and service provider, serving a wide range of end markets and customers. The products and services provided by Barnes Group are used in far-reaching applications that provide transportation, communication, manufacturing and technology to the world. Barnes Group's approximately 5,100 dedicated employees, at more than 70 locations worldwide, are committed to achieving consistent and sustainable profitable growth. For more information, visit www.BGInc.com.

Forward-Looking Statements

This release contains 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 may relate to, among others, the expected impact of the Synventive acquisition on the Company's financial results, business performance and product offerings; and the impact of the acquisition on the Company's fiscal revenue, non-GAAP results and GAAP results. These forward-looking statements do not constitute guarantees of future performance and are subject to a variety of risks and uncertainties that may cause actual results to differ materially from those expressed in the forward-looking statements. These include, but are not limited to: the impact of the pending divestiture of the Barnes Distribution North America business to MSC Industrial Direct Co., Inc.; the effects of disruption from the Synventive transaction; difficulty maintaining relationships with employees, customers, distributors, suppliers, business partners or governmental entities; the success of integration strategy implementation; the ability to recruit and retain key personnel and execute effective executive transitions; difficulties leveraging market opportunities; difficulties providing solutions that meet the needs of customers; rapid technological and market change; the ability to protect intellectual property rights; higher risks in international operations and markets; the impact of increased competition; currency fluctuations; litigation; and other risks and uncertainties which are described more fully in documents filed with or furnished to the Securities and Exchange Commission by the Company, including the Management's Discussion and Analysis of Financial Condition and Results of Operations and Risk Factors sections of the Company's filings with the Securities and Exchange Commission. These risks and uncertainties include, among others, uncertainties arising from the current or worsening conditions in financial markets; future financial performance of the industries or customers that we serve; changes in market demand for our products and services; inability to realize expected sales or profits from existing backlog; integration of acquired businesses, including Synventive; restructuring costs or savings; the impact of the divestiture in 2011 of our Barnes Distribution Europe businesses 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.

Contact:

Barnes Group Inc.

William Pitts

Director, Investor Relations

860.583.7070

# # #

BARNES GROUP INC.

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except per share data)

(Unaudited)

	Three months ended December 31,								Twelve months ended December 31,
	2012			2011			% Change		2012			2011			% Change
Net sales	$	327,382		$	283,286		15.6		$	1,229,959		$	1,169,355		5.2
Cost of sales	208,751			188,147			11.0		812,192			772,398			5.2
Selling and administrative expenses	78,885			66,262			19.1		281,211			269,402			4.4
	287,636			254,409			13.1		1,093,403			1,041,800			5.0
Operating income	39,746			28,877			37.6		136,556			127,555			7.1
Operating margin	12.1		%	10.2		%			11.1		%	10.9		%
Interest expense	4,192			2,365			77.3		12,238			10,271			19.2
Other expense (income), net	873			167			NM		2,671			395			NM
Income from continuing operations before income taxes	34,681			26,345			31.6		121,647			116,889			4.1
Income taxes	4,887			2,586			89.0		23,350			25,316			(7.8	)
Income from continuing operations	29,794			23,759			25.4		98,297			91,573			7.3
Loss from discontinued operations, net of income taxes	(63		)	(23,693		)	99.7		(3,048		)	(26,858		)	88.7
Net income	$	29,731		$	66		NM		$	95,249		$	64,715		47.2
Common dividends	$	5,417		$	5,433		(0.3	)	$	21,662		$	18,629		16.3
Per common share:
Basic:
Income from continuing operations	$	0.54		$	0.43		25.6		$	1.80		$	1.66		8.4
Loss from discontinued operations,      net of income taxes	—			(0.43		)	NM		(0.06		)	(0.49		)	87.8
Net income	$	0.54		$	—		NM		$	1.74		$	1.17		48.7
Diluted:
Income from continuing operations	$	0.54		$	0.43		25.6		$	1.78		$	1.64		8.5
Loss from discontinued operations,      net of income taxes	—			(0.43		)	NM		(0.06		)	(0.48		)	87.5
Net income	$	0.54		$	—		NM		$	1.72		$	1.16		48.3
Dividends	0.10			0.10			—		0.40			0.34			17.6
Weighted average common shares outstanding:
Basic	54,649,732			54,888,879			(0.4	)	54,626,453			55,214,586			(1.1	)
Diluted	55,194,226			55,451,632			(0.5	)	55,224,457			55,931,882			(1.3	)

BARNES GROUP INC.

OPERATIONS BY REPORTABLE BUSINESS SEGMENT

(Dollars in thousands)

(Unaudited)

	Three months ended December 31,									Twelve months ended December 31,
	2012			2011			% Change			2012			2011			% Change
Net sales
Aerospace	$	101,092		$	99,091		2.0			$	390,483		$	382,506		2.1
Industrial	147,638			102,572			43.9			497,043			440,482			12.8
Distribution	79,740			83,359			(4.3	)		350,739			355,262			(1.3	)
Intersegment sales	(1,088		)	(1,736		)	37.3			(8,306		)	(8,895		)	6.6
Total net sales	$	327,382		$	283,286		15.6			$	1,229,959		$	1,169,355		5.2
Operating profit
Aerospace	$	18,982		$	18,099		4.9			$	63,251		$	62,647		1.0
Industrial	15,187			6,819			NM			43,914			39,094			12.3
Distribution	5,577			3,959			40.9			29,391			25,814			13.9
Total operating profit	$	39,746		$	28,877		37.6			$	136,556		$	127,555		7.1
Operating margin							Change									Change
Aerospace	18.8		%	18.3		%	50		bps.	16.2		%	16.4		%	(20	)	bps.
Industrial	10.3		%	6.6		%	370		bps.	8.8		%	8.9		%	(10	)	bps.
Distribution	7.0		%	4.7		%	230		bps.	8.4		%	7.3		%	110		bps.
Total operating margin	12.1		%	10.2		%	190		bps.	11.1		%	10.9		%	20		bps.

BARNES GROUP INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)

	December 31, 2012		December 31, 2011
Assets
Current assets
Cash and cash equivalents	$	86,356	$	62,505
Accounts receivable	253,202		200,460
Inventories	226,220		216,520
Deferred income taxes	33,906		28,829
Prepaid expenses and other current assets	18,856		21,680
Total current assets	618,540		529,994
Deferred income taxes	29,961		47,661
Property, plant and equipment, net	233,097		210,784
Goodwill	579,905		366,104
Other intangible assets, net	383,972		272,092
Other assets	23,121		13,730
Total assets	$	1,868,596	$	1,440,365
Liabilities and Stockholders' Equity
Current liabilities
Notes and overdrafts payable	$	3,795	$	12,364
Accounts payable	99,037		92,524
Accrued liabilities	96,364		92,250
Long-term debt - current	699		540
Total current liabilities	199,895		197,678
Long-term debt	642,119		333,148
Accrued retirement benefits	159,103		152,696
Deferred income taxes	48,707		20,662
Other liabilities	18,654		13,781
Total stockholders' equity	800,118		722,400
Total liabilities and stockholders' equity	$	1,868,596	$	1,440,365

BARNES GROUP INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	Twelve months ended December 31,
	2012			2011
Operating activities:
Net income	$	95,249		$	64,715
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	57,360			58,904
Amortization of convertible debt discount	2,211			2,158
Gain on disposition of property, plant and equipment	(178		)	(379		)
Stock compensation expense	8,819			8,319
Withholding taxes paid on stock issuances	(1,150		)	(1,124		)
Loss on the sale of businesses	799			26,128
Changes in assets and liabilities, net of the effects of acquisitions/divestitures:
Accounts receivable	(4,160		)	(24,707		)
Inventories	5,404			(12,384		)
Prepaid expenses and other current assets	(4,341		)	59
Accounts payable	(5,493		)	615
Accrued liabilities	(9,659		)	11,226
Deferred income taxes	9,446			5,386
Long-term retirement benefits	(16,438		)	(18,367		)
Other	(1,492		)	475
Net cash provided by operating activities	136,377			121,024
Investing activities:
Proceeds from disposition of property, plant and equipment	854			3,620
(Payments for) proceeds from the sale of businesses, net of cash sold	(438		)	22,492
Change (investment) in restricted cash	4,900			(11,664		)
Capital expenditures	(37,787		)	(37,082		)
Business acquisitions, net of cash acquired	(296,560		)	(3,495		)
Other	(3,776		)	(4,483		)
Net cash used by investing activities	(332,807		)	(30,612		)
Financing activities:
Net change in other borrowings	(8,852		)	7,168
Payments on long-term debt	(114,411		)	(411,661		)
Proceeds from the issuance of long-term debt	376,000			392,390
Premium paid on convertible debt redemption	—			(9,803		)
Proceeds from the issuance of common stock	7,061			28,579
Common stock repurchases	(19,037		)	(34,066		)
Dividends paid	(21,662		)	(18,629		)
Excess tax benefit on stock awards	1,438			8,056
Other	(1,261		)	(2,229		)
Net cash provided (used) by financing activities	219,276			(40,195		)
Effect of exchange rate changes on cash flows	1,005			(1,162		)
Increase in cash and cash equivalents	23,851			49,055
Cash and cash equivalents at beginning of year	62,505			13,450
Cash and cash equivalents at end of year	$	86,356		$	62,505

BARNES GROUP INC.

RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW

(Dollars in thousands)

(Unaudited)

	Twelve months ended December 31,
	2012			2011
Free cash flow:
Net cash provided by operating activities	$	136,377		$	121,024
Capital expenditures	(37,787		)	(37,082		)
Free cash flow (1)	$	98,590		$	83,942
(1) The Company defines free cash flow as net cash provided by operating activities less capital expenditures. The Company believes that the free cash flow metric is useful to investors and management as a measure of cash generated by business operations that can be used to invest in future growth, pay dividends, repurchase stock and reduce debt. This metric can also be used to evaluate the Company's ability to generate cash flow from business operations and the impact that this cash flow has on the Company's liquidity.

BARNES GROUP INC.

NON-GAAP FINANCIAL MEASURE RECONCILIATION

(Dollars in thousands, except per share data)

(Unaudited)

	Three months ended December 31,								Twelve months ended December 31,
	2012			2011			% Change		2012			2011			% Change
SEGMENT RESULTS
Net Sales - Industrial Segment as reported	$	147,638		$	102,572		43.9		$	497,043		$	440,482		12.8
Operating Profit - Industrial Segment as reported (GAAP)	15,187			6,819			NM		43,914			39,094			12.3
Synventive short-term purchase accounting adjustments	775			—					4,987			—
Synventive acquisition transaction costs	3			—					912			—
Operating Profit - Industrial Segment as adjusted (Non-GAAP) (1)	$	15,965		$	6,819		NM		$	49,813		$	39,094		27.4
Operating Margin - Industrial Segment as reported	10.3		%	6.6		%	370	bps.	8.8		%	8.9		%	(10	)	bps.
Operating Margin - Industrial Segment as adjusted (1)	10.8		%	6.6		%	420	bps.	10.0		%	8.9		%	110		bps.
CONSOLIDATED RESULTS
Net Sales as reported	$	327,382		$	283,286		15.6		$	1,229,959		$	1,169,355		5.2
Operating Income as reported (GAAP)	39,746			28,877			37.6		136,556			127,555			7.1
Synventive short-term purchase accounting adjustments	775			—					4,987			—
Synventive acquisition transaction costs	3			—					912			—
Operating Income as adjusted (Non-GAAP) (1)	$	40,524		$	28,877		40.3		$	142,455		$	127,555		11.7
Operating Margin as reported	12.1		%	10.2		%	190	bps.	11.1		%	10.9		%	20		bps.
Operating Margin as adjusted (1)	12.4		%	10.2		%	220	bps.	11.6		%	10.9		%	70		bps.
Diluted Income from Continuing Operations per Share as reported (GAAP)	$	0.54		$	0.43		25.6		$	1.78		$	1.64		8.5
Synventive short-term purchase accounting adjustments	0.01			—					0.07			—
Synventive acquisition transaction costs	—			—					0.01			—
Diluted Income from Continuing Operations per Share as adjusted (Non-GAAP) (1)	$	0.55		$	0.43		27.9		$	1.86		$	1.64		13.4
(1) The Company has excluded short-term purchase accounting adjustments and transaction costs related to its Synventive acquisition from its "as adjusted" financial measurements. Management believes that these adjustments provide the Company and its investors with an indication of our baseline performance excluding items that are not considered to be reflective of our ongoing results. Management does not intend results excluding the adjustments to represent results as defined by GAAP, and the reader should not consider it as an alternative measurement calculated in accordance with GAAP, or as an indicator of the Company's performance. Accordingly, the measurements have limitations depending on their use.

EX-99.2

Exhibit 99.2 Barnes Group Inc. 123 Main Street Bristol, CT 06010

NEWS RELEASE

BARNES GROUP INC. ANNOUNCES AGREEMENT TO SELL ITS

BARNES DISTRIBUTION NORTH AMERICA BUSINESS

TO MSC INDUSTRIAL DIRECT FOR $550 MILLION

BRISTOL, Conn., February 22, 2013 - Barnes Group Inc. (NYSE: B), an international aerospace and industrial manufacturing and service provider, today announced that it has entered into a definitive agreement to sell its Barnes Distribution North America business (“BDNA”) to MSC Industrial Direct Co., Inc. for $550 million, subject to certain adjustments. The transaction, which is subject to various conditions, including customary closing conditions and approvals, is expected to close in late March, or early in the second quarter of 2013.

Barnes Distribution North America is an industry leader in logistical support by providing inventory management, technical sales, and supply chain solutions for maintenance, repair, operating and production supplies. With advanced e-commerce capabilities and other technology-based solutions, BDNA offers a diverse range of service options and innovative solutions to meet customers' individual needs and improve their overall profitability. BDNA, headquartered in Cleveland, Ohio, has approximately 1,400 employees and had 2012 revenues of approximately $300 million.

MSC Industrial Direct is one of the nation's largest distributors of Metalworking and Maintenance, Repair and Operations (“MRO”) supplies to industrial customers throughout the United States.

“We're very pleased to announce the sale of BDNA to MSC Industrial Direct as this is a highly positive transaction for both parties,” said Gregory F. Milzcik, President and Chief Executive Officer of Barnes Group Inc. “MSC is gaining an established leader in vendor managed inventory distribution, and Barnes Group is advancing its strategic focus on differentiated manufacturing and related aftermarket services. Additionally, joining forces with MSC is an excellent opportunity for BDNA and its employees to further develop their potential as part of a company whose sole focus is distribution.”

Barnes Group expects to report BDNA as Discontinued Operations beginning with the first quarter of 2013. After-tax proceeds from the transaction are anticipated to be approximately $400 million. Barnes Group expects to utilize a portion of the proceeds to reduce debt, buyback common shares, invest in profitable growth initiatives including acquisitions, and general corporate purposes.

The BDNA business results currently comprise the majority of the Company's Distribution segment. The remaining business within the Distribution segment, Associated Spring Raymond, will be realigned into the Company's Industrial Segment. Accordingly, the Company's financial results, beginning with the first quarter of 2013, will be reported in two segments: Aerospace and Industrial.

Baird served as the exclusive financial advisor to Barnes Group Inc. on the sale of Barnes Distribution North America.

About Barnes Group Inc.

Founded in 1857, Barnes Group Inc. (NYSE: B) is an international aerospace and industrial manufacturer and service provider, serving a wide range of end markets and customers. The products and services provided by Barnes Group are used in far-reaching applications that provide transportation, communication, manufacturing and technology to the world. Barnes Group's approximately 5,100 dedicated employees, at more than 70 locations worldwide, are committed to achieving consistent and sustainable profitable growth. For more information, visit www.BGInc.com.

About MSC Industrial Direct Co., Inc.

MSC Industrial Direct Co., Inc. is one of the largest distributors of Metalworking and Maintenance, Repair and Operations (“MRO”) supplies to industrial customers throughout the United States. MSC employs one of the industry's largest sales forces and distributes approximately 600,000 industrial products from approximately 3,000 suppliers. In-stock availability is approximately 99%, with next day standard delivery to the contiguous United States on qualifying orders up until 8 p.m. Eastern Time. For more information, visit MSC's website at http://www.mscdirect.com.

Forward-Looking Statements

This release contains certain 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, including whether the transaction proposed by MSC Industrial Direct Co., Inc. will be consummated and others described in our periodic filings with the Securities and Exchange Commission, include, among others, uncertainties arising from the current or worsening conditions 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, including integration of Synventive Molding Solutions; restructuring costs or savings; the impact of the proposed acquisition of the Barnes Distribution North America business by MSC Industrial Direct Co., Inc.; the impact of the divestiture in 2011 of our Barnes Distribution Europe businesses; 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.

Contact:

Barnes Group Inc.

William Pitts

Director, Investor Relations

860.583.7070

EX-99.3

Exhibit 99.3 Barnes Group Inc. 123 Main Street Bristol, CT 06010

NEWS RELEASE

BARNES GROUP INC. APPOINTS CHIEF OPERATING OFFICER

PATRICK J. DEMPSEY TO PRESIDENT AND CHIEF EXECUTIVE OFFICER

• Board Names 12-Year Barnes Group Veteran as Company's New Leader

• Gregory F. Milzcik Retiring After Serving as President & CEO and Director Since 2006

BRISTOL, Conn., February 22, 2013 - Barnes Group Inc. (NYSE: B), an internationalaerospace and industrial manufacturer and service provider, today announced that its Board of Directors has appointed Chief Operating Officer Patrick J. Dempsey, 48, to President and Chief Executive Officer of the Company, effective March 1, 2013. Gregory F. Milzcik is retiring after serving as President and CEO and Director of Barnes Group Inc. since 2006, but will remain with the Company through May 3, 2013, as Executive Vice Chairman of Barnes Group Inc. to help effect a smooth transition of leadership.

“Patrick Dempsey is a hands-on leader with a proven record of building businesses, strengthening operations, and motivating people,” said Thomas O. Barnes, Chairman of the Board, Barnes Group Inc. “The Board of Directors unanimously agreed that Patrick's depth of experience, combined with his extensive knowledge of our business operations, make him well-prepared to successfully lead our organization into the future.”

“I am excited to have the opportunity to lead Barnes Group through its next phase of growth, building on our long history of providing world-class products and services to our customers through our highly skilled and passionate employees,” said Dempsey. “I am grateful for the confidence that Greg Milzcik and the Board have expressed in me, and I look forward to working closely with Greg during the transition.”

“Greg is leaving the Company in great shape with a record year-end backlog and expanding operating margin,” said Barnes. “He successfully guided the Company through the 2009 economic downturn and played an integral role in championing our corporate culture of employee empowerment and operational excellence via the Barnes Enterprise System (BES). The Board expresses its sincere appreciation for Greg's commitment and dedication to positioning the Company for long-term growth and success, and wishes him well in his retirement.”

Appointed Senior Vice President and Chief Operating Officer in 2012, Patrick Dempsey has spent the past 12 years with Barnes Group. As COO, he has been responsible for oversight and direction of the Company's global business segments, as well as working closely on the development and execution of the Company's strategic plan. Pursuant to this strategy, Dempsey played a key role in the divestiture of Barnes Distribution Europe in 2011 and the acquisition of Synventive Molding Solutions, the largest acquisition in the organization's history in 2012. He further assisted with the restructuring of the aerospace businesses to combine OEM and Aftermarket into one global business segment while simultaneously realigning manufacturing operations into dedicated Centers of Excellence to enable global competitiveness, enhanced efficiency and sustainable, profitable growth.

Prior to serving as COO, Dempsey served as Vice President Barnes Group Inc. and President, Logistics and Manufacturing Services. In this role, he was directly responsible for sales and operations of the organization's distribution and aerospace aftermarket businesses. Dempsey joined Barnes Group in 2000 as President, Barnes Aerospace, Windsor Airmotive. Following this, he served in roles of increasing responsibility, including Vice

President, Operations, Barnes Aerospace, 2003; President, Barnes Aerospace, 2004 - 2007; and President, Barnes Distribution, 2007 - 2008. During his tenure at BGI, the businesses under his leadership achieved record orders, sales and profits, and won multiple long-term contracts and life of program Revenue Sharing Programs (RSPs).

Prior to joining Barnes Group Inc., Dempsey held leadership positions at United Technologies' Pratt and Whitney Division and the Interturbine Group of Companies.

Dempsey holds a Masters of Business Administration from the University of Michigan and a Bachelor's of Engineering Technology and Education from the University of Limerick, Ireland. He also holds various business management and leadership certifications from Harvard Business School, Case Western University, Columbia University, Texas Christian University and Southern Methodist University.

About Barnes Group

Founded in 1857, Barnes Group Inc. (NYSE:B) is an international aerospace and industrial manufacturer and services provider, serving a wide range of end markets and customers. The products and services provided by Barnes Group are used in far-reaching applications that provide transportation, communication, manufacturing and technology to the world. Barnes Group's approximately 5,100 dedicated employees, at more than 70 locations world-wide are committed to achieving consistent and sustainable profitable growth. For more information, visit: http://www.bginc.com

Contact:

Rikki Crea

Manager, Corporate Communications

Barnes Group Inc.

860-583-7070