8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

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

Date of Report (Date of earliest event reported): October 31, 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 2.01	Completion of Acquisition or Disposition of Assets. On November 4, 2013, Barnes Group Inc. (the "Company") filed a report on Form 8-K (the "Original Form 8-K") to report the completion of the acquisition by the Company and two of its subsidiaries (collectively with the Company, the "Purchaser") of the Männer Business (defined below) pursuant to the terms of the Share Purchase and Assignment Agreement dated September 30, 2013 ("Share Purchase Agreement") among the Purchaser, Otto Männer Holding AG, a German company based in Bahlingen, Germany (the "Seller"), and the three shareholders of Seller. Pursuant to the terms of the Share Purchase Agreement, the Company acquired all the shares of the capital stock of the subsidiaries through which Seller owns and operates its business (the "Männer Business"). The description of the Share Purchase Agreement is qualified in its entirety by reference to the full text of the Share Purchase Agreement, the English translation version of which is attached as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on October 4, 2013. By this amendment to the Original Form 8-K, the Company is amending and restating Item 9.01 thereof to include the required financial statements and pro forma financial information.
Item 9.01	Financial Statements and Exhibits.
	(a) Financial statements of businesses acquired.
	The audited consolidated statement of financial position of Otto Männer Holding AG as of December 31, 2012, and the consolidated statements of operations, changes in stockholders' equity and cash flows for the year ended December 31, 2012 are filed as Exhibit 99.1. The unaudited consolidated statements of financial position of Otto Männer Holding AG as of June 30, 2013, and the consolidated statements of operations, changes in stockholders' equity and cash flows for the six months ended June 30, 2013 are filed as Exhibit 99.2. The unaudited consolidated statements of financial position of Otto Männer Holding AG as of June 30, 2012, and the consolidated statements of operations, changes in stockholders' equity and cash flows for the six months ended June 30, 2012 are filed as Exhibit 99.3.
	(b) Pro forma financial information.
	The unaudited pro forma combined condensed statement of financial position as of June 30, 2013 and the combined condensed statements of income for the six months ended June 30, 2013 and the twelve months ended December 31, 2012 are filed as Exhibit 99.4.
	(d) Exhibits.
	The following exhibits are furnished with this Form 8-K/A:
	Exhibit No.	Description
	23.1	Consent of Bansbach Schubel Brosztl & Partner GmbH.
	99.1	Audited consolidated statement of financial position of Otto Männer Holding AG as of December 31, 2012, and the consolidated statements of operations, changes in stockholders' equity and cash flows for the year ended December 31, 2012.
	99.2	Unaudited consolidated statements of financial position of Otto Männer Holding AG as of June 30, 2013, and the consolidated statements of operations, changes in stockholders' equity and cash flows for the six months ended June 30, 2013.
	99.3	Unaudited consolidated statements of financial position of Otto Männer Holding AG as of June 30, 2012, and the consolidated statements of operations, changes in stockholders' equity and cash flows for the six months ended June 30, 2012.
	99.4	Unaudited pro forma combined condensed statement of financial position as of June 30, 2013 and the combined condensed statements of income for the six months ended June 30, 2013 and the twelve months ended December 31, 2012.

2

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:  January 14, 2014	BARNES GROUP INC.
	(Registrant)
	By:	/S/ CHRISTOPHER J. STEPHENS, JR.
		Christopher J. Stephens, Jr.      Senior Vice President, Finance and      Chief Financial Officer

3

EXHIBIT INDEX

Exhibit No.	Document Description
23.1	Consent of Bansbach Schubel Brosztl & Partner GmbH.
99.1	Audited consolidated statement of financial position of Otto Männer Holding AG as of December 31, 2012, and the consolidated statements of operations, changes in stockholders' equity and cash flows for the year ended December 31, 2012.
99.2	Unaudited consolidated statements of financial position of Otto Männer Holding AG as of June 30, 2013, and the consolidated statements of operations, changes in stockholders' equity and cash flows for the six months ended June 30, 2013.
99.3	Unaudited consolidated statements of financial position of Otto Männer Holding AG as of June 30, 2012, and the consolidated statements of operations, changes in stockholders' equity and cash flows for the six months ended June 30, 2012.
99.4	Unaudited pro forma combined condensed statement of financial position as of June 30, 2013 and the combined condensed statements of income for the six months ended June 30, 2013 and the twelve months ended December 31, 2012.

4

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITOR

We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-27339, 333-88518, 333-133597, 333-150741 and 333-179643) and S-3 (No. 333-168438) of Barnes Group Inc. of our reports dated October 28, 2013 relating to our audit for the year ended December 31, 2012 and reviews for the six-month periods ended June 30, 2013 and 2012 of the consolidated financial statements of Otto Männer Holding AG included in this Current Report on Form 8-K/A.

/s/Bansbach Schübel Brösztl & Partner GmbH

Wirtschaftsprüfungsgesellschaft

Steuerberatungsgesellschaft

Freiburg, 14 January 2014

Schell Eichin

Wirtschaftsprüfer             Wirtschaftsprüferin

(German Public Auditor)             (German Public Auditor)

EX-99.1

Page 1

Exhibit 99.1

OTTO MÄNNER HOLDING AG

Bahlingen a.K.

Audited Consolidated Financial Statements,

including a German GAAP to US GAAP reconciliation

note

for the Financial Years ended

31 December 2012

Page 2

CONTENTS

AUDIT REPORT

LIST OF APPENDICES

CONSOLIDATED BALANCE SHEET FOR THE YEAR

ENDING 31 DECEMBER 2012                                Appendix 1

CONSOLIDATED PROFIT AND LOSS ACCOUNT

FOR THE PERIOD 1 JANUARY 2012 TO 31 DECEMBER 2012                Appendix 2

CONSOLIDATED CASH FLOW STATEMENT

FOR THE FINANCIAL YEAR 2012                            Appendix 3

STATEMENT OF SHAREHOLDERS’ EQUITY

FOR THE FINANCIAL YEAR 2012                            Appendix 4

NOTES ON THE CONSOLIDATED ACCOUNTS

FOR THE FINANCIAL YEAR 2012                            Appendix 5

RECONCILIATION FROM GERMAN GAAP TO US GAAP                    Appendix 6

GENERAL ENGAGEMENT TERMS                            Appendix 7

Page 3

Independent Auditors’ Report

to the Board of Directors and Stockholders of

Otto Männer Holding AG, Bahlingen a. K., Germany

We have audited the accompanying consolidated financial statements of Otto Männer Holding AG and subsidiaries (the "Company"), which comprise the consolidated balance sheet as of December 31, 2012, and the related consolidated statement of profit and loss, stockholders’ equity, and cash flows for the year ended, and the related notes to the consolidated financial statements prepared in accordance with accounting principles generally accepted in Germany, along with a reconciliation to accounting principles generally accepted in the United States of America for net income for the year ended December 31, 2012 and stockholders’ equity as of December 31, 2012 (collectively, the “reconciliations”) included as an appendix to the accompanying consolidated financial statements.

Management's Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in Germany and the reconciliations in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on this consolidated financial statement based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, (i) the financial position of Otto Männer Holding AG, Bahlingen a. K. and subsidiaries as of December 31, 2012, and the results of their operations and their cash flows for the year then ended in accordance with accounting principles generally accepted in Germany, and (ii) the results of their operations in accordance with accounting principles generally accepted in the United States of America for the year ended December 31, 2012.

The accompanying consolidated financial statements have been reissued with the reconciliations in adherence with SEC reporting requirements related to the anticipated sale of the Company’s subsidiaries to Barnes Group, Inc., a U.S. publicly-traded company.

Freiburg 28 October, 2013

Page 4

Bansbach Schübel Brösztl & Partner GmbH
Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft
Schell Wirtschaftsprüfer (German Public Auditor)	Eichin Wirtschaftsprüferin (German Public Auditor)

Page 5

							Appendix 1
CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2012
OF OTTO MÄNNER HOLDING AG, BAHLINGEN A. K.
A S S E T S
				EUR
A.	FIXED ASSETS
	I.	Intangible Assets
		1.	Industrial property rights acquired against payment and similar rights
			and values as well as licences to such rights and values	674,912.24
		2.	Advance payments	20,500.00
					695,412.24
	II.	Tangible Assets
		1.	Property, rights equivalent to real property
			and buildings including buildings on
			third-party land	25,380,540.41
		2.	Plant and machinery	7,743,432.33
		3.	Other fixed assets and office equipment	1,511,016.62
		4.	Advance payments and assets under construction
				930,501.39
					35,565,490.75
						36,260,902.99
B.	CURRENT ASSETS
	I.	Inventories
		1.	Raw, auxiliary and operating materials	1,825,662.59
		2.	Work in progress	7,558,050.32
		3.	Finished goods and merchandise	1,622,720.78
					11,006,433.69
	II.	Receivables and other
		assets
		1.	Trade receivables	12,614,923.08
		2.	Other assets	688,720.63
					13,303,643.71
	III.	Cash in hand and at credit institutions
		and cheques			37,125,668.45
						61,435,745.85
C.	PREPAID EXPENSES					982,316.87
D.	SURPLUS FROM OFFSETTING					67,304.48
						98,746,270.19

Page 6

L I A B I L I T I E S
					EUR
A.	EQUITY
	I.	Subscribed capital			10,000,000.00
	II.	Retained earnings
		1.	Legal reserve	1,000,000.00
		2.	Other retained earnings	38,769,009.06
					39,769,009.06
	III.	Consolidated net profit			25,330,060.11
	IV.	Currency translation difference			3,165,945.02
						78,265,014.19
B.	PROVISIONS
	1.	Provisions for taxation			2,148,573.79
	2.	Other provisions			5,466,199.28
						7,614,773.07
C.	LIABILITIES
	1.	Amounts owed to credit institutions			3,328,605.58
	2.	Advance payments received on orders			6,943,932.54
	3.	Trade payables
					1,898,511.95
	4.	Other liabilities			460,448.33
			thereof from taxes:
			EUR 269,636.90			12,631,498.40
D.	DEFERRED TAX LIABILITIES					234,984.53
						98,746,270.19

Appendix 2

Page 7

CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE PERIOD FROM 1 JANUARY 2012 TO 31 DECEMBER 2012
OF OTTO MÄNNER HOLDING AG, BAHLINGEN A. K.
		EUR
1.	Sales	80,087,429.25
2.	Change in stock
	of finished goods and work in progress	2,474,774.24
3.	Other operating income	1,477,960.96
	of which from currency translation:
	EUR 508.291,12
				84,040,164.45
4.	Material costs
	a) Costs for raw, auxiliary and
	operating materials and for purchased goods	15,478,649.23
	b) Costs for purchased services	2,491,049.67
5.	Personnel costs
	a) Wages and salaries	22,465,149.61
	b) Social insurance contributions and contributions for
	old-age pensions and for support	4,160,357.18
	of which for pension provision:
	EUR 262.471,07
6.	Write-downs on intangible assets
	of property, plant and equipment	2,803,495.86
7.	Other operating expenses	13,421,884.48
	of which from currency translation:
	EUR 667.610,02
				(60,820,586.03	)
8.	Other interest and similar income	266,323.82
9.	Interest and similar expenses	125,574.07
	of which from interest accrued:
	EUR 38.081,04
				140,749.75
10.	Profit or loss from normal business activity
				23,360,328.17
11a.	Tax on income and profit	6,449,851.21
11b.	Tax expenses due to change in deferred taxes	(125,238.14	)
12.	Other taxes	270,640.74
				(6,595,253.81	)

Page 8

13.	Consolidated balance sheet profit			16,765,074.36
14.	Profit carried forward from previous year	14,168,447.29
15.	Allocations to other revenue reserves	(5,603,461.54	)
				8,564,985.75
16.	Consolidated balance sheet profit			25,330,060.11

Appendix 3

Page 9

CONSOLIDATED CASH FLOW STATEMENT
FOR THE FINANCIAL YEAR 2012
OF OTTO MÄNNER HOLDING AG, BAHLINGEN A. K.
The following cash flow statement divides the cash flows of the financial year into cash flows from operating, investing and financing activities whereby the total flow of funds from these three areas corresponds to the change in cash and cash equivalents which is defined as the difference between liquid funds and bank liabilities repayable at any time.
The presentation of the cash flow statement is in accordance with the recommendations of the German Standardisiation Board according to DRS 2/cash flow statement
	2012
	KEUR
Consolidated result for the year	16,765
Write-downs on fixed assets - property, plant and
equipment	2,803
Other non-cash expenses/income	(50	)
Cash flow for the year according to DVFA/SG	19,518
Profit from the disposal of fixed assets	(200	)
Increase/decrease in short-term provisions	2,459
Increase in inventories and trade receivables
as well as other assets which are not attributable to
investing and financing activities	(656	)
Increase in trade payables,
as well as other liabilities
which are not attributable to investing and financing activities	3,531
Cash Flow from operating activities (1)	24,652
	2012
	KEUR
Proceeds from disposals of tangible fixed assets -
property, plant	716
Payments for investments in
plant, property and equipment	(4,411	)
Payments for investments in intangible fixed assets	(268	)
Cash Flow from investing activities (2)	(3,963	)
Payments to stockholders
- dividends	(15,000	)
Payments for the redemption of loans
and credit facilities	(884	)
Cash Flow from financing activities (3)	(15,884	)
	2012

Page 10

	KEUR
Net change in cash and
cash equivalents (1) + (2) + (3)	4,805
Exchange rate movements and valuation changes
in cash and cash receivables	(328	)
Cash and cash receivables at the beginning of the period	32,649
Cash and cash receivables at the end of the period	37,126
Composition of cash and cash receivables
	2012
	KEUR
Liquid funds	37,126
Cash and cash receivables at the end of the period	37,126

Page 11

								Appendix 4
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE FINANCIAL YEAR FROM 1 JANUARY TO 31 DECEMBER 2012
OF OTTO MÄNNER HOLDING AG, BAHLINGEN A.K.
			Parent company					Group equity
			Subscribed capital	Consolidated retained earnings		Adjusted item for currency conversion
			EUR	EUR		EUR		EUR
	Status as at 01.01.2012		10,000,000.00	63,333,994.81		3,526,735.86		76,860,730.67
		Dividends paid	—	(15,000,000.00	)	—		(15,000,000.00	)
		Other changes	—	—		(360,790.84	)	(360,790.84	)
		Consolidated net income	—	16,765,074.36		—		16,765,074.36
	Status as at 31.12.2012		10,000,000.00	65,099,069.17		3,165,945.02		78,265,014.19

Page 12

Appendix 5

Otto Männer Holding AG, Bahlingen a.K.

Notes on the Consolidated Accounts for the Financial Year

from 1 January to 31 December 2012

1. General comments

The company Otto Männer Holding AG has prepared its consolidated financial statement for 2012 in accordance with the rules of German commercial law. The profit and loss account has been prepared according to the total cost method. The balance sheet date for all the companies included in the consolidated financial statement is 31 December 2012. Additionally, a reconciling note from German-GAAP to US-GAAP is added.

2. Group of consolidated companies

In addition to Otto Männer Holding AG as parent company, the consolidated financial statement includes three companies based in Germany and four companies based abroad according to the principles of full consolidation in accordance with §§ 294 - 296 German Commercial Code (HGB).

The group of consolidated companies as well as shareholdings can be seen in the following list of holdings.

Name	Registered office	Share- holding
Otto Männer Holding AG	Bahlingen a.K.	100%
Otto Männer GmbH	Bahlingen a.K.	100%
Otto Männer Innovation GmbH	Bahlingen a.K.	100%
Otto Männer Immobilien GmbH	Bahlingen a.K.	100%
Shareholder: Otto Männer Innovation GmbH
Manner USA, Inc.	Norcross/GA, USA	100%
Otto Männer Präzisionsformenbau AG	Au, Switzerland	100%
Manner Hong Kong Ltd.	Hong Kong	100%
männer Japan Ltd.	Mito, Japan	100%

The Otto Männer GmbH and the Otto Männer Immobilien GmbH are exempt from the disclosure of their annual financial statements in accordance with § 264 subs. 3 German Commercial Code (HGB), because this consolidated financial statement has been submitted to the commercial register at the registered office of both companies and the additional conditions mentioned in § 264 subs. 3 German Commercial Code (HGB) have been met.

Page 13

3. Consolidation principles, consolidation methods

Capital consolidation was performed using the book value method for all subsidiaries in accordance with § 301 subs. 1 no. 1 German Commercial Code (HGB) - old version - by offsetting the carrying amounts of the shares against the equity of the subsidiaries at the respective time of establishment. Differences resulting from capital consolidation are purely attributable to currency factors and are shown under the item "Currency translation differences".

Receivables and payables as well as expenses and income between the consolidated companies were eliminated. Any differences in calculation are attributable to currency factors.

Inter-group profits resulting from deliveries and services rendered between consolidated companies were eliminated.

4. Accounting and valuation principles

The assets and liabilities included in the consolidated financial statement were uniformly prepared across the Group in accordance with §§ 290 et seq. German Commercial Code (HGB). The accounting and valuation principles applied have been retained unchanged from the previous year.

The valuation methods applied in the parent company's annual financial statement are decisive for the valuation of the assets and liabilities taken into the consolidated financial statement. If the accounting principles of the companies included in the consolidated financial statement differ substantially from the accounting and valuation principles of the parent company, the parent company performs an accounting and valuation correction with the help of the transitional stage of a commercial balance sheet II ("Handelsbilanz II").

The fixed assets were valued at acquisition or production cost less systematic depreciation for wear and tear. Scheduled depreciation for intangible assets is based on useful lives of 3 to 5 years, for buildings between 25 and 50 years and for other moveable property from 2 to 15 years.

If moveable property acquired through operating leases is taken on following expiry of the leasing agreement, the capitalised residual value is depreciated on a straight-line basis over 3 years.

Raw, auxiliary and operating materials as well as purchased parts are valued at average acquisition cost in accordance with the strict lowest value principle. Sufficient marketability discounts have been made.

Unfinished goods and work in progress are valued at production cost. This includes the production material, production wages and also the material and indirect production costs. If there were any inventory risks, appropriate devaluations have been made.

The receivables and other assets are valued at face value. Appropriate value adjustments have been made to cover potential default risks in respect of trade receivables. The general credit risk is sufficiently covered with a general bad-debt allowance for receivables.

Prepaid expenses include expenses before the balance sheet date that represent expenditure for a certain time after this date.

Page 14

The valuation of pension provisions was carried out in accordance with actuarial principles using an assumed interest rate of 5.04% p.a. Expected increases in salary have been taken into account at 2.00% p.a. The partial value method was used as a basis for calculation with the mortality tables of Prof. Dr. Klaus Heubeck. The pension provisions were offset against assets (reinsurance policies) serving solely to meet pension obligations and protected from the claims of all other creditors at their current market value.

The provisions for taxation and other provisions were formed in accordance with the expected amount of the claims and refer to all recognizable risks, contingent liabilities, threatened losses from pending contracts and warranties without legal obligation. Valuation has taken place at settlement amount, necessary cost increases have been taken into account. Provisions with a residual term of more than one year have been discounted at the corresponding market interest rate of the past seven years corresponding to their residual term.

Liabilities have been valued at their settlement amount. In the case of liabilities whose settlement amount is higher than the amount originally paid, the discount is shown under prepaid expenses.

Receivables, bank balances and liabilities in foreign currency with a residual term of less than one year have been generally valued at the average spot exchange rate prevailing on the balance sheet date. If the residual term was more than one year, the valuation has been generally carried out at the acquisition exchange rate or the lower exchange rate (foreign currency receivables) / higher exchange rate (foreign currency liabilities) applying at the time of balance sheet preparation.

Deferred taxes were calculated for all temporary differences arising between the tax basis of assets and liabilities and their book values in the consolidated financial statement. There were no tax losses carried forward and tax credits as at 31 December 2012. Deferred taxes were valued by applying tax rates for individual companies and tax regulations which applied on the balance sheet date or which have been legally enacted and are expected to apply when the time difference is reversed.

The tax rates ranged from 16.5 - 39.3%. The deferred taxes were offset. The asset surpluses from the individual financial statements of the companies included were not capitalised.

5. Currency translation

The average spot exchange rate at the balance sheet date has been used for the conversion of all assets and liabilities in the financial statements of the foreign companies outside the eurozone into the presentation currency. The items on the profit and loss account have been translated at the average middle exchange rate of the financial year and capital resources have been converted at historic rates. The gains or losses resulting from different exchange rates in the balance sheet and profit and loss account are offset against equity without impacting income and shown under the item "Currency translation differences".

In the consolidated fixed assets analysis, the currency translation differences arising from using current rates for the opening net book values as well as the differences from the currency translation of the transactions of the current year using average rates were shown in a separate column.

Page 15

6. Notes on the balance sheet

Fixed assets

The development of the individual items of fixed assets in the financial year 2012 is presented in the "Development of Fixed Assets" which forms part of these appendices to the consolidated accounts.

Receivables and other assets

The amount of receivables with a residual term of more than one year existing at the date of the balance sheet was K€ 68. At this point, we refer to the notes on pension provisions.

Deferred taxes

Deferred tax assets amounting to K€ 571 were calculated on temporary differences reflected in income between the book values of the tax balance sheet and the book values in the consolidated balance sheet. Of this amount, K€ 390 is allocated to differences between the book values of the tax balance sheet and commercial balance sheet according to uniform Group principles ("HB II") which essentially results from temporary differences in the inventories, pension provisions and other reserves. Deferred taxes of K€ 181 have been allotted to consolidation measures impacting income.

Deferred tax liabilities were also calculated for differences between the book values of the tax balance sheet K€ 555 and the commercial balance sheet II ("HB II"). These mainly result from temporary differences from the tangible fixed assets and inventories due to different valuation methods and depreciation or devaluation methods.

Surplus assets in the individual financial statements amounting to K€ 251 have not been capitalised in accordance with the option available. Surplus liabilities amounting to K€ 416 were included in the balance sheet. The surplus liabilities were added to the deferred tax assets from consolidation measures. Due to tax deferment, the consolidated result has improved by K€ 125.

Setting off assets against liabilities in accordance with § 246 subs. 2 German Commercial Code (HGB)

Assets and liabilities from pension obligations were set off in the balance sheet in accordance with § 246 subs. 2 German Commercial Code (HGB).

The pension obligations are covered by reinsurance claims. The reinsurance claims are used solely to meet pension obligations and are protected from other creditors. The actuarial current value of the reinsurance policies amounted to K€ 1,404 on the balance sheet date, the settlement amount of the pension obligation was K€ 1,336. The difference of K€ 68 is included in "Other Assets". The acquisition costs of the reinsurance claims amounted to K€ 1,178.

The interest earned on the reinsurance claims amounted to K€ 25 and was set off against the interest expense of the pension obligation of K€ 63.

Equity

Page 16

The subscribed capital of Otto Männer Holding AG, Bahlingen a.K., amounts to € 10,000,000.00 and is divided into 10,000,000 ordinary shares with a nominal value of € 1.00 each. The ordinary shares are registered in the name of the shareholders.

The development of the shareholder's equity in the Group is shown in the consolidated statement of shareholder's equity as at 31 December 2012 in a separate appendix.

Other provisions

Other provisions mainly relate to obligations from working conditions, warranty and warranty risks as well as customer bonuses.

Liabilities

		Residual term	Residual term	Residual term
	Total	up to 1 year	2-5 years	over 5 years
	K€	K€	K€	K€
Liabilities towards credit institutions	3,329	884	2,445	—
Advance payments received on orders	6,944	6,944	—	—
Trade payables	1,899	1,899	—	—
Other liabilities	460	460	—	—

The usual retention of title applies in the case of trade payables of raw, auxiliary and operating materials and goods.

The liabilities towards credit institutions are secured by a land charge on the company premises (K€ 2,915) as well as by mortgages (K€ 414).

Guarantees at the Commerzbank AG amounting to K€ 555 were utilised for advances received. The guarantee line was granted without the provision of securities.

7. Notes on consolidated profit and loss account

Sales

Sales are broken down as follows:

	2012
	K€
Inland	25,716
Other EU countries	27,550
Other foreign countries	26,821
	80,087

Page 17

Other operating income and expenses

Other operating income contains prior-period income amounting to K€ 964. This results from the release of other provisions and individual value adjustments of K€ 246, from earnings from currency conversion K€ 508 as well as the disposal of fixed assets K€ 200.

Employees

	2012
Exec. Board	1
Industrial staff	211
Clerical staff	129
Trainees	32
	373

8. Other information

Other financial obligations

There are overall financial obligations from longer term tenancy agreements with an annual amount of K€ 2,055 and from leasing agreements for the year 2013 of K€ 935 and a total obligation of K€ 13,834.

Audit fee

The total fee for the consolidated auditors calculated for the financial year in accordance with § 314 subs. 1 no. 9 German Commercial Code (HGB) amounts to KEUR 75 for auditing services.

9. Management of Otto Männer Holding AG and information on total remuneration

Board of Directors

Mr Hans-Peter Männer, Dipl.-Ing. (FH), MBA, was appointed as Managing Director during the reporting year. He has sole right of representation and is authorised to represent the company when conducting legal transactions with itself or as representative of a third party without restrictions. In accordance with § 286 subs. 4 German Commercial Code (HGB), information on the total remuneration of the company managers is omitted.

Supervisory Board

The following people were members of the Supervisory Board in the reporting year:

• Otto Männer, Businessman, Bahlingen a.K., Chairman

• Karl-Heinz Niggemann, Lawyer, Rottweil, Deputy Chairman

• Dr. Bertram Layer, Auditor, Tax Consultant, Stuttgart, Deputy Chairman

Page 18

The remuneration for the Supervisory Board in the reporting year amounted to € 64,020.00.

Bahlingen a.K., 11 July 2013

……………………………………………

Hans-Peter Männer

Board of Directors

Page 19

DEVELOPMENT OF FIXED ASSETS
OF OTTO MÄNNER HOLDING AG, BAHLINGEN A.K.
			Acquisition/production costs									Accumulated write-downs							Book values
							Additional									Additional
				Currency			capitalisation						Currency			capitalisation
			1/1/2012	differences		Additions	audit	Transfers		Disposals	31/12/2012	1/1/2012	differences		Additions	audit	Disposals	31/12/2012	31/12/2012
			EUR	EUR		EUR	EUR	EUR		EUR	EUR	EUR	EUR		EUR	EUR	EUR	EUR	EUR
I.	Intangible assets
	1.	Licenses, industrial property rights acquired against
		payment and similar rights and values as well as
		licenses to such rights and values	3,748,866	404		247,395	91,449	183,410		25,166	4,246,358	3,258,564	420		256,149	56,395	81	3,571,446	674,912
	2.	Advance payments	183,410	—		20,500	—	(183,410	)	—	20,500	—	—		—	—	—	—	20,500
			3,932,276	404		267,895	91,449	—		25,166	4,266,858	3,258,564	420		256,149	56,395	81	3,571,446	695,412
II.	Tangible assets
	1.	Property, rights equivalent to real property
		and buildings including buildings
		on third-party land	33,052,761	17,248		212,540	—	—		—	33,282,550	7,017,674	10,933		873,402	—	—	7,902,010	25,380,540
	2.	Plant and machinery	32,627,015	12,036		2,451,769	—	605,550		1,107,844	34,588,526	26,583,819	38,231		1,271,995	—	1,048,953	26,845,093	7,743,432
	3.	Other fixed assets
		and office equipment	6,712,119	(19,105	)	411,630	—	10,000		124,479	6,990,165	5,184,346	(8,225	)	401,950	—	98,922	5,479,148	1,511,017
	4.	Advance payments and assets under construction	615,550	1,462		1,335,225	—	(615,550	)	406,186	930,501	—	—		—	—	—	—	930,501
			73,007,445	11,641		4,411,164	—	—		1,638,508	75,791,742	38,785,840	40,939		2,547,347	—	1,147,875	40,226,251	35,565,491
			76,939,722	12,045		4,679,059	91,449	—		1,663,674	80,058,601	42,044,403	41,360		2,803,496	56,395	1,147,956	43,797,698	36,260,903

Page 20

Appendix 6

Reconciliation from German GAAP to US GAAP (31/12/12)

The consolidated statements of Otto Männer Holding AG are prepared in accordance with German GAAP. The following table is a reconciliation of differences relating to the Profit and Loss account and Shareholders’ Equity reported according to German GAAP and US GAAP.

Reconciliation of profit or loss statement (P&L) for the year and reconciliation of shareholders’ equity (equity)

All amounts in EUR k	Notes	2,012
		P&L		Equity
Results and shareholders’ equity under German GAAP: Profit for the year Shareholders’ equity		16,765		78,265
US GAAP reporting adjustments:
Opening adjustment	(a)			(2,309	)
Leasing	(b)	(164	)	(164	)
Allowance for doubtful accounts	(c)	18		18
Pensions1	(d)	(301	)	(301	)
Revenue recognition Inventory allowance	(e) (f)	1,246 -22		1,246 -22
Income taxes	(g)	(210	)	(210	)
Results under US GAAP		17,332		76,523

Explanation of notes:

(a) Opening adjustment to shareholders’ equity

The line item opening adjustments represents the accumulative effect on retained earnings as of 1 January. In order to properly present the shareholders’ equity reported under US GAAP adjustments to opening retained earnings are required. The adjustments made are identical to those that are represented below. The opening adjustment of EUR -2,309k as of 1 January 2012 breaks down as follows:

• Leasing: EUR 630k increasing retained earnings

• Allowance for doubtful accounts: EUR 79k increasing retained earnings

• Pensions: EUR 425k increasing retained earnings (EUR 197k from the Swiss plan and EUR 288k from the German plan)

• Provisions: EUR -17k reducing retained earnings

• Revenue recognition: EUR -4,473k reducing retained earnings

• Inventory allowance: EUR 158k increasing retained earnings

• Income taxes: EUR 889k increasing retained earnings

¹ US GAAP adjustments include the German plan which is not subject to the acquisition by BGI.

Page 21

(b) Leasing - Capital leases

Otto Männer Holding AG entered into several lease agreements for machinery and equipment which according to German GAAP were classified as operating leases. For US GAAP purposes however, some of these agreements are to be classified as capital leases. The net income effect (yearly expense for operating lease vs. interest expense and depreciation) are represented in the table above.

(c) Allowance for doubtful accounts

According to German GAAP a lump sum general allowance on the basis of 1% is allowed to be accounted for. For US GAAP purposes however, the allowance for doubtful accounts is based on historical experience. Therefore, the lump sum allowance has been reversed in the table above.

(d) Pensions - Defined benefit plans

The pension related reserves under German GAAP need to be restated in order to comply with ASC 715-30. According to German GAAP, the Otto Männer group entered into one defined benefit plan in Switzerland while the remaining three German plans are classified as defined contribution plans. However, two of the defined contribution plans are to be classified as defined benefit plans for US GAAP purposes. The impact on equity and the income statement reflects the different treatment of the plans under German GAAP. For defined benefit plans the values are based on actuary reports.

(e) Revenue recognition - Bill and hold transactions

The company enters into bill and hold transactions for specific high precision molds. According to German GAAP revenue can already be recognized as soon as the contract is signed. For US GAAP purposes however, revenue recognition criteria are not yet fulfilled. Revenue is recognized at a later point of time and therefore the adjustment represents a timing difference in recognizing the revenue.

(f) Inventory provision

Under German GAAP an additional provision was set up for items for which costs estimated to complete the product exceed the replacement cost. Such provision is not allowed under US GAAP since the costs not yet incurred are not allowed to be recognized considering the matching principle.

(g) Income taxes - Impact on US GAAP adjustments

This adjustment reflects the impact on the Company’s provision for income taxes which the US GAAP adjustments described above have on the income statement and on Shareholders’ equity.

Bahlingen a.K., 25 October 2013

……………………………………………

Hans-Peter Männer

Board of Directors

Page 22

Appendix 7

Page 23

EX-99.2

Page 1

Exhibit 99.2

OTTO MÄNNER HOLDING AG

Bahlingen a.K.

Reviewed Consolidated Financial Statements,

including a German GAAP to US GAAP reconciliation

note

for the six-month period ended

30 June 2013

Page 2

CONTENTS

REVIEW REPORT

LIST OF APPENDICES

CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2013                    Appendix 1

CONSOLIDATED PROFIT AND LOSS ACCOUNT

FOR THE PERIOD 1 JANUARY 2013 TO 30 JUNE 2013                    Appendix 2

CONSOLIDATED CASH FLOW STATEMENT

AS AT 30 JUNE 2013                                    Appendix 3

STATEMENT OF SHAREHOLDERS’ EQUITY

FOR THE PERIOD 1 JANUARY 2013 TO 30 JUNE 2013                    Appendix 4

NOTES ON THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

AS AT 30 JUNE 2013                                    Appendix 5

RECONCILIATION FROM GERMAN GAAP TO US GAAP                    Appendix 6

GENERAL ENGAGEMENT TERMS                            Appendix 7

Page 3

INDEPENDENT ACCOUNTANTS' REVIEW REPORT

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF

OTTO MÄNNER HOLDING AG, BAHLINGEN a. K., GERMANY

We have reviewed the accompanying consolidated balance sheet of Otto Männer Holding AG, Bahlingen a. K., Germany as of June 30, 2013, and the related consolidated statement of profit and loss, stockholders’ equity, cash flows prepared under accounting principles generally accepted in Germany, including a reconciliation to accounting principles generally accepted in the United States of America for net income for the six-month period ended June 30, 2013 and stockholders’ equity as of June 30, 2013 (collectively, the “reconciliations”) that has been included as an appendix to the accompanying consolidated financial statements, in accordance with the Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to issue a report on these consolidated financial statements based on our review.

We conducted our interim review in accordance with the Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. These Standards require that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and, accordingly, we do not express an audit opinion.

Based on our interim review, nothing has come to our attention that causes us to believe that the accompanying consolidated financial statements are not presented fairly, in all material respects in accordance with (i) accounting principles generally accepted in Germany and (ii) accounting principles generally accepted in the United States of America for the reconciliations.

The accompanying consolidated financial statements have been reissued with the reconciliations in adherence with SEC reporting requirements related to the anticipated sale of the Company’s subsidiaries to Barnes Group, Inc., a U.S. publicly-traded company

Freiburg, 28 October 2013

Bansbach Schübel Brösztl & Partner GmbH
Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft
Schell Wirtschaftsprüfer (German Public Auditor)	Eichin Wirtschaftsprüferin (German Public Auditor)

Page 4

							Appendix 1
CONSOLIDATED BALANCE SHEET AS AT 30 June 2013
OF OTTO MÄNNER HOLDING AG, BAHLINGEN A. K.
A S S E T S
							31 Dec. 2012
				EUR			KEUR
A.	FIXED ASSETS
	I.	Intangible Assets
		1.	Industrial property rights acquired against payment
			and similar rights and values as well as licences
			to such rights and values	584,115.26			675
		2.	Advance payments	21,700.00			20
					605,815.26		695
	II.	Tangible Assets
		1.	Property, rights equivalent to real property
			and buildings including buildings on
			third-party land	24,934,147.20			25,380
		2.	Plant and machinery	8,813,664.76			7,743
		3.	Other fixed assets and office equipment	1,453,392.89			1,511
		4.	Advance payments and assets under construction	1,490,925.81			931
					36,692,130.66		35,565
						37,297,945.92	36,260
B.	CURRENT ASSETS
	I.	Inventories
		1.	Raw, auxiliary and operating materials	2,286,914.22			1,826
		2.	Work in progress	7,760,880.40			7,558
		3.	Finished goods and merchandise	2,281,195.54			1,622
					12,328,990.16		11,006
	II.	Receivables and other
		assets
		1.	Trade receivables	15,075,931.98			12,615
		2.	Other assets	1,263,060.75			688
					16,338,992.73		13,303
	III.	Cash in hand and at credit institutions
		and cheques			45,827,921.29		37,126
						74,495,904.18	61,435
C.	PREPAID EXPENSES					659,094.14	983
D.	SURPLUS FROM OFFSETTING
						6,788.88	68
						112,459,733.12	98,746

Page 5

L I A B I L I T I E S
							31 Dec. 2012
					EUR		KEUR
A.	EQUITY
	I.	Subscribed capital			10,000,000.00		10,000
	II.	Retained earnings
		1.	Legal reserve	1,000,000.00			1,000
		2.	Other retained earnings	38,769,009.06			38,769
					39,769,009.06		39,769
	III.	Consolidated net profit			33,216,582.47		25,330
	IV.	Currency translation difference			2,897,054.29		3,166
						85,882,645.82	78,265
B.	PROVISIONS
	1.	Provisions for taxation			2,596,156.60		2,149
	2.	Other provisions			5,730,986.40		5,466
						8,327,143.00	7,615
C.	LIABILITIES
	1.	Amounts owed to credit institutions			2,878,968.63		3,329
	2.	Advance payments received on orders			11,392,398.47		6,944
	3.	Trade payables			2,893,389.07		1,898
	4.	Other liabilities			886,552.56		460
			thereof from taxes:
			EUR 232.591,20 Previous year: KEUR 270			18,051,308.73	12,631
D.	DEFERRED TAX LIABILITIES					198,635.57	235
						112,459,733.12	98,746

Page 6

							Appendix 2
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE PERIOD FROM 1 JANUARY 2013 TO 30 JUNE 2013
OF OTTO MÄNNER HOLDING AG, BAHLINGEN A. K.
							1 January
							to
							June 30, 2012
				EUR			KEUR
1.	Sales			43,880,421.20			39,714
2.	Change in stock
	of finished goods and work in progress			318,818.22			(313	)
3.	Other operating income			826,177.37			983
		of which from currency translation:
		EUR 118.827,61 previous year: KEUR 431
					45,025,416.79		40,384
4.	Material costs
	a)	Costs for raw, auxiliary and
		operating materials and for purchased goods		9,320,904.98			7,787
	b)	Costs for purchased services		3,083,385.52			1,921
5.	Personnel costs
	a)	Wages and salaries		11,972,403.52			11,483
	b)	Social insurance contributions and contributions for
		old-age pensions and for support		2,067,358.58			2,034
			of which for pension provision:
			EUR 65.721,00 previous year: KEUR 135
6.	Depreciation and amortization			1,549,086.34			1,318
7.	Other operating expenses			6,429,251.05			6,684
		of which from currency translation:
		EUR 136.664,03 previous year: KEUR 423
					(34,422,389.99	)	(31,227	)
8.	Other interest and similar income			133,646.61			142
9.	Interest and similar expenses			23,408.29			47
					110,238.32		95
10.	Profit or loss from normal business activity				10,713,265.12		9,252

Page 7

11.	Tax on income and profit	2,714,028.38			3,051
12.	Other taxes	112,714.38			149
			(2,826,742.76	)	(3,200	)
13.	Consolidated balance sheet profit		7,886,522.36		6,052
14.	Profit carried forward from previous year	25,330,060.11			29,168
15.	Allocations to other revenue reserves	—			(5,603	)
			25,330,060.11		23,565
16.	Consolidated balance sheet profit		33,216,582.47		29,617

Page 8

					Appendix 3
CONSOLIDATED CASH FLOW STATEMENT
AS AT 30 JUNE 2013
OF OTTO MÄNNER HOLDING AG, BAHLINGEN A. K.
The following cash flow statement divides the cash flows of the financial year into cash flows from operating, investing and financing activities whereby the total flow of funds from these three areas corresponds to the change in cash and cash equivalents which is defined as the difference between liquid funds and bank liabilities repayable at any time.
The presentation of the cash flow statement is in accordance with the recommendations of the German Standardisiation Board according to DRS 2/cash flow statement. of the German Standardisiation Board according to DRS 2/cash flow statement.
	1 Jan to		1 Jan to
	June 30, 2013		June 30, 2012
	KEUR		KEUR
Consolidated result for the year	7,887		6,052
Write-downs on fixed assets - property, plant and
equipment	1,549		1,318
Cash flow for the year according to DVFA/SG	9,436		7,370
Profit from the disposal of fixed assets
	(43	)	(125	)
Increase/decrease in short-term provisions	708		1,160
Increase in inventories and trade receivables
as well as other assets which are not attributable to
investing and financing activities	(4,116	)	(534	)
Increase in trade payables,
as well as other liabilities
which are not attributable to investing and financing activities	5,818		2,809
Cash Flow from operating activities (1)	11,803		10,680
	1 Jan to		1 Jan to
	June 30, 2013		June 30, 2012
	KEUR		KEUR
Proceeds from disposals of tangible fixed assets -
property, plant	46		283
Payments for investments in
plant, property and equipment	(2,658	)	(2,062	)
Payments for investments in intangible fixed assets

Page 9

	(49	)	(123	)
Cash Flow from investing activities (2)	(2,661	)	(1,902	)
Payments for the redemption of loans
and credit facilities	(450	)	(437	)
Cash Flow from financing activities (3)	(450	)	(437	)
	June 30, 2013		June 30, 2012
	KEUR		KEUR
Net change in cash and
cash equivalents (1) + (2) + (3)	8,692		8,341
Exchange rate movements and valuation changes
in cash and cash receivables	10		165
Cash and cash receivables at the beginning of the period	37,126		32,649
Cash and cash receivables at the end of the period	45,828		41,155
Composition of cash and cash receivables
	June 30, 2013		June 30, 2012
	KEUR		KEUR
Liquid funds	45,828		41,155
Cash and cash receivables at the end of the period	45,828		41,155

Page 10

							Appendix 4
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE PERIOD FROM 1 JANUARY TO 30 JUNE 2013
OF OTTO MÄNNER HOLDING AG, BAHLINGEN A.K.
			Parent company				Group equity
			Subscribed capital	Consolidated retained earnings	Adjusted item for currency conversion
			EUR	EUR	EUR		EUR
	Status as at 31.12.2012		10,000,000.00	65,099,069.17	3,165,945.02		78,265,014.19
		Other changes	—	—	(268,890.73	)	(268,890.73	)
		Consolidated net income	—	7,886,522.36	—		7,886,522.36
	Status as at 30.06.2013		10,000,000.00	72,985,591.53	2,897,054.29		85,882,645.82

Page 11

Appendix 5

Otto Männer Holding AG, Bahlingen a.K.

Notes to the consolidated interim financial statements

as at 30 June 2013

1. General remarks

These half-yearly consolidated financial statements were prepared in accordance with Sec. 290 et seq. HGB [“Handelsgesetzbuch”: German Commercial Code]. The half-yearly consolidated financial statements are presented in EUR.

The income statement was prepared using the nature of expense method.

The closing date of all of the entities included in the half-yearly consolidated financial statements is 30 June 2013. The period ended 31 December 2012 is included as the comparative period. Additionally, a reconciling note from German-GAAP to US-GAAP is added.

2. Basis of consolidation

Apart from Otto Männer Holding AG,(the "parent company"), the half-yearly consolidated financial statements include three entities with registered offices in Germany and four entities with registered offices abroad, all of which are consolidated in accordance with the full consolidation principles.

The following companies are consolidated in accordance with equity share.

Name	Registered office	Share in equiy
Otto Männer Holding AG	Bahlingen a.K.	100	%
Otto Männer GmbH	Bahlingen a.K.	100	%
Otto Männer Innovation GmbH	Bahlingen a.K.	100	%
Otto Männer Immobilien GmbH	Bahlingen a.K.
Shareholder: Otto Männer Innovation GmbH		100	%
Manner USA, Inc.	Norcross, GA (USA)	100	%
Otto Männer Präzisionsformenbau AG	Au (Switzerland)	100	%
Manner Hong Kong Ltd.	Hong Kong	100	%
männer Japan Ltd.	Mito, Japan	100	%

3. Consolidation principles, consolidation methods

Equity consolidation for all subsidiaries is performed using the book value method by offsetting the carrying amounts of the shares against the proportionate equity of the subsidiary as of the corresponding date of incorporation. All differences from equity consolidation stem from exchange differences and are reported in the item “Equity differences from currency translation”.

Page 12

Intercompany receivables and liabilities as well as expenses and income are eliminated. Any offsetting differences stem from exchange differences.

Any intercompany profits from intercompany transactions were eliminated.

Deferred taxes originating from consolidation entries affecting income were recognized based on a tax rate of 27%.

4. Accounting and valuation principles

The assets and liabilities in the half-yearly consolidated financial statements are reported pursuant to the provisions of Sec. 290 et seq. HGB. The accounting and valuation methods are unchanged from the prior year.

The valuation methods applied in the parent company’s interims financial statements are decisive for the valuation of the assets and liabilities taken into the consolidated financial statements. If the accounting principles of the companies included in the consolidated financial statements differ substantially from the accounting and valuation principles of the parent company, the parent company performs an accounting and valuation correction by means of the transitional stage of a German commercial code balance sheet II [“Handelsbilanz II”]

Fixed assets are valued at acquisition or production cost less depreciation and amortization. Amortization of intangible assets is based on useful lives of three to five years, depreciation of buildings is based on useful lives ranging between 25 and 50 years and other moveable assets are depreciated over useful lives from 2 to 15 years.

If ownership over leased movable assets is assumed at the end of the lease term, any residual value capitalized is depreciated over a period of three years using the straight-line method.

Raw materials, consumables and supplies as well as merchandise are carried at the lower of acquisition cost or market. Adequate write-downs are recognized for slow-moving goods.

Finished goods and work in process are valued at production cost on the basis of individual product costings. In addition to the direct cost of materials and direct labor, production costs include production and material overhead costs. General and administrative expenses were capitalized.

In all cases, valuation is based on net realizable value, i.e., the estimated cost to complete are deducted from the expected sales price and an additional allowance is set up for items for which estimated costs to complete the product exceed the replacement cost. Adequate allowances provide for all identifiable inventory valuation risks resulting from slow-moving stock, reduced salability and lower replacement costs.

Receivables and other assets are stated at their nominal value. Appropriate specific bad debt allowances were recognized to account for default risks related to trade payables. The general credit risk is adequately considered with the general bad debt allowance.

Prepaid expenses comprise payments made prior to the balance sheet date that relate to expenses that will be incurred after the balance sheet date.

Provisions for pensions are valued according to actuarial principles using an interest rate of 4.94%. Expected salary increases were taken into account at 2%. The calculation was based on the modified “Teilwertverfahren” (a method comparable to the entry age normal method) using the mortality tables of Prof. Dr. Klaus Heubeck.

The assets, which serve exclusively to fulfill the pension obligations and which are protected against claims asserted by all other creditors (employer’s pension liability insurance), were offset at their fair value against the pension provisions.

Tax provisions and other provisions were recognized in the amount of expected utilization and account for all identifiable risks, uncertain liabilities, potential losses from pending transactions and warranties without legal obligation. They are valued at the settlement amount. Necessary cost increases are taken into account. Provisions with a residual term of more than one year are discounted at the market interest rate of the last seven fiscal years for their respective residual term.

Page 13

Liabilitiesare recorded at the settlement amount. For liabilities whose settlement amount exceeds the amount paid out, the debt discount is reported under prepaid expenses.

Receivables, bank balances and liabilities denominated in foreign currency due within one year are translated at the mean spot rate on the balance sheet date. If the residual term is less than one year, they are valued at the historical rate or the lower (foreign currency receivables) or higher (foreign currency liabilities) closing rate.

Deferred taxes were calculated on all temporary differences between the tax base of the assets and liabilities and their book values in the consolidated financial statements. There were no tax loss carryforwards and tax credits as of 30 June 2013. Deferred taxes were valued using company-specific tax rates and tax legislation enacted or substantively enacted as of the balance sheet date and expected to apply when the timing differences reverse.The tax rates ranged between 16.5% and 40.0%.Deferred taxes are reported on a net basis. The net assets resulting in the separate financial statements of consolidated entities are not capitalized.

5. Currency translation

All assets and liabilities in the financial statements of the foreign entities outside the eurozone included in the consolidated financial statements are translated to the reporting currency at the official mean rate (between the buying and selling rates) as of the balance sheet date. The items of the income statement are translated at the average exchange rates in the first half of the year and equity at historical rates. Translation differences in the income statement are reported directly in equity in the item “Equity differences from currency translation” below revenue reserves.

Differences from the translation of opening balances at closing rates as well as deviations from the translation of movements during the current year at mean rates are reported in a separate column of the consolidated statement of changes in fixed assets.

6. Notes to the consolidated balance sheet

Fixed assets

The development of individual fixed asset items in the first half of 2013 is shown in the “Consolidated statement of changes in fixed assets” attached to these consolidated financial statements.

Receivables and other assets

Receivables with a remaining term of more than one year amounted to EUR 7k as of the balance sheet date (31.12.2012: EUR 68k). We refer to our comments on pension provisions.

Deferred taxes

Deferred tax assets of EUR 807k (31.12.2012: EUR 571k) were recognized on temporary differences affecting income between the amounts in the tax accounts and the book values in the consolidated balance sheet. Of this amount, EUR 163k (31.12.2012: EUR 390k) is attributable to differences between the amounts in the tax accounts and the book values in the statutory balance sheet prepared in accordance with uniform group principles (HB II - reporting package), which for the most part stem from temporary differences with respect to inventories, pension provisions and other provisions. An amount of EUR 204k (31.12.2012: EUR 181k) is attributable to deferred taxes on consolidation entries affecting income.

In addition, deferred tax liabilities of EUR 756k (31.12.2012: EUR 555k) were determined on differences between the amounts in the tax accounts and the book values in the reporting package. These mainly result from temporary differences in property, plant and equipment and inventories as a result of differences in book values and methods for recognizing amortization, depreciation and write-downs.

Exercising an accounting option, net assets in the separate financial statements amounting to EUR 476k (31.12.2012: EUR 251k) were not capitalized. Net liabilities amounting to EUR 403k (31.12.2012: EUR 416k) were recognized. Net liabilities are offset against the deferred taxes from consolidation entries.

Page 14

Equity

The issued capital of Otto Männer Holding AG, Bahlingen a.K., is valued at EUR 10,000,000, divided into 10,000,000 ordinary shares with a nominal value of EUR 1.00 per share. The ordinary shares are registered shares.

With regard to the development of the Group’s equity, we refer to the consolidated statement of changes in equity as of 30 June 2013 presented in Appendix 4.

Offsetting assets against liabilities in accordance with § 246 Subs. 2 of the German Commercial Code [HGB]

Assets and liabilities from pension obligations were offset in the balance sheet in accordance with § 246 Subs. 2 of the German Commercial Code [HGB].

Pension commitments are secured by employer’s liability insurance. The claims from the employer’s liability insurance serve exclusively to fulfill the pension commitments and are protected against claims asserted by other creditors. They were offset against the pension provisions. The fair value of the employer’s liability insurance, which was calculated using actuarial methods, came to EUR 1,409k as of the balance sheet date; the settlement amount of the pension commitment stands at EUR 1,402k. The difference of EUR 7k is included in other assets. The acquisition cost of the employer’s liability insurance claims amounted to EUR 1,178k.

Other provisions

Other provisions mainly concern personnel, warranty risks and customer bonuses.

Liabilities

			Due in		Due in		Due in
	Total		less than one year		two to five  years		more than five years
	EUR k		EUR k		EUR k		EUR k
Liabilities to banks	2,879		884		1,995		—
(31.12.2012:)	(3,329	)	(884	)	(2,445	)	—
Prepayments received on account of orders	11,392		11,392		—		—
(31.12.2012:)	(6,944	)	(6,944	)	—		—
Trade payables	2,893		2,893		—		—
(31.12.2012:)	(1,899	)	(1,899	)	—		—
Other liabilities	887		887		—		—
(31.12.2012:)	(460	)	(460	)	—		—

Trade payables pertaining to the delivery of raw materials, consumables and supplies are subject to the customary retention of title.

Liabilities to banks are secured by a land charge on the Company’s grounds (EUR 2,472k) and mortgages (EUR 414k).

Guarantees (performance guarantees) from Commerzbank AG of EUR 2,981k (31.12.2012: EUR 555k) were drawn for prepayments received. No collateral had to be pledged to obtain the guarantee facility.

7. Notes to the consolidated income statement

Page 15

Revenue

Consolidated revenue is detailed as follows:

	30 Jun 2013	30 Jun 2012
	EUR k	EUR k
Germany	12,253	13,014
Other EU countries	15,652	14,558
Rest of world	15,975	12,142
	43,880	39,714

Other operating income and expenses

Other operating income contains income relating to other periods of EUR 351k (half year 2012: EUR 695k). This mainly stems from the reversal of provisions and specific bad debt allowances of EUR 189k (half year 2012: EUR 230k), from exchange rate gains EUR 119k (half year 2012: EUR 431k) and from the disposal of items of fixed assets EUR 43k (half year 2012: EUR 134k).

Other operating expenses include expenses relating to other periods of EUR 158k (half year 2012: EUR 432k), mainly attributable to exchange rate losses.

Employees

	30 Jun 2013	30 Jun 2012
Management board	1	1
Wage earners	215	208
Salaried employees	130	127
Trainees	35	31
	381	367

8. Additional notes to the consolidated cash flow statement

Cash and cash equivalents solely contain the cash and bank balances reported in the balance sheet. With respect to further analyses we refer to the disclosures in the group management report.

9. Other notes

Other financial obligations

Other financial obligations contain long term rental obligations of EUR 3,625k and lease obligations of EUR 10,277k for a total of EUR 13,902k.

10.Audit fees

The total fees charged by the group auditor pursuant to Sec. 314 (1) No. 9 HGB are EUR 31k for other services for the first half year 2013.

11. Management of Otto Männer Holding AG and disclosure of total remuneration

Management board

Page 16

Mr. Hans-Peter Männer, Dipl.-Ing. (FH) was appointed to the management board in the reporting year. He has sole signing authority without restriction to represent the Company in legal transactions as a self-contracting agent or as an agent of a third party. In accordance with Sec. 286 (4) HGB, the Company has elected not to disclose total management board remuneration.

Supervisory board

The following persons were members of the supervisory board in the reporting year:

• Otto Männer, business man, Bahlingen a.K., chairman

•Karl-Heinz Niggemann, lawyer, Rottweil, deputy chairman

•Dr. Bertram Layer, public auditor, tax advisor, Stuttgart, deputy chairman

The remuneration of the supervisory board amounted to EUR 6,000 in the reporting year.

12. Subsequent Events

On October 31, 2013, the Company was sold to Barnes Group, Inc. ("Barnes Group").  Pursuant to the terms of the Share Purchase Agreement dated September 30, 2013, Barnes Group acquired all the shares of capital stock of the the Company for an aggregate purchase price of EUR 281,200k which was paid through a combination of EUR 253,726k in cash and 1,032,493 shares of the Company's common stock (valued at €27,500 pursuant to the Share Purchase Agreement). 

Bahlingen, 23 October 2013

……………………………………………

Hans-Peter Männer

Management board

Page 17

DEVELOPMENT OF FIXED ASSETS
OF OTTO MÄNNER HOLDING AG, BAHLINGEN A.K.
			Acquisition/production costs									Book values
				Currency								Currency
			1/1/2013	differences		Additions	Transfers		Disposals	30/6/2013	1/1/2013	differences		Additions	Disposals	30/6/2013	30/6/2013	31/12/2012
			EUR	EUR		EUR	EUR		EUR	EUR	EUR	EUR		EUR	EUR	EUR	EUR	EUR
I.	Intangible assets
	1.	Licenses, industrial property rights acquired against
		payment and similar rights and values as well as
		licenses to such rights and values	4,246,359	(1,707	)	48,851	—		1,571	4,291,932	3,571,446	(1,547	)	137,918	—	3,707,817	584,115	674,912
	2.	Advance payments	20,500	—		1,200	—		—	21,700	—	—		—	—	—	21,700	20,500
			4,266,859	(1,707	)	50,051	—		1,571	4,313,632	3,571,446	(1,547	)	137,918	—	3,707,817	605,815	695,412
II.	Tangible assets
	1.	Property, rights equivalent to real property
		and buildings including buildings
		on third-party land	33,282,550	(113,156	)	73,884	—		—	33,243,278	7,902,010	(35,212	)	442,333	—	8,309,131	24,934,147	25,380,540
	2.	Plant and machinery	34,621,646	(152,801	)	1,049,459	800,349		36,350	36,282,303	26,878,213	(146,419	)	773,192	36,348	27,468,638	8,813,665	7,743,432
	3.	Other fixed assets
		and office equipment	6,990,165	(35,342	)	155,383	—		23,765	7,086,441	5,479,148	(21,361	)	195,644	20,383	5,633,048	1,453,393	1,511,017
	4.	Advance payments and assets under construction	930,501	(17,516	)	1,378,290	(800,349	)	—	1,490,926	—	—		—	—	—	1,490,926	930,501
			75,824,862	(318,815	)	2,657,017	—		60,115	78,102,948	40,259,371	(202,992	)	1,411,169	56,731	41,410,817	36,692,131	35,565,491
			80,091,721	(320,522	)	2,707,067	—		61,686	82,416,580	43,830,818	(204,539	)	1,549,086	56,731	45,118,634	37,297,946	36,260,903

Page 18

Appendix 6

Reconciliation from German GAAP to US GAAP (30/06/13)

The consolidated statements of Otto Männer Holding AG are prepared in accordance with German GAAP. The following table is a reconciliation of differences relating to the Profit and Loss account and Shareholders’ Equity reported according to German GAAP and US GAAP.

Reconciliation of profit or loss statement (P&L) for the year and reconciliation of shareholders’ equity (equity)

All amounts in EUR k	Notes	30/06/2013				31/12/2012
		P&L		Equity		P&L		Equity
Results and shareholders’ equity under German GAAP: Profit for the year Shareholders’ equity		7,887		85,883		16,765		78,265
US GAAP reporting adjustments:
Opening adjustment	(a)			(1,742	)			(2,309	)
Leasing	(b)	(169	)	(169	)	(164	)	(164	)
Allowance for doubtful accounts	(c)	21		21		18		18
Pensions1	(d)	(131	)	(131	)	(301	)	(301	)
Revenue recognition Inventory allowance	(e) (f)	697 441		697 441		1,246 -22		1,246 -22
Income taxes	(g)	(233	)	(233	)	(210	)	(210	)
Results under US GAAP		8,513		84,767		17,332		76,523

Explanation of notes:

(a) Opening adjustment to shareholders’ equity

The line item opening adjustments represents the accumulative effect on retained earnings as of 1 January 2013. In order to properly present the shareholders’ equity reported under US GAAP adjustments to opening retained earnings are required. The adjustments made are identical to those that are represented below.

(b) Leasing - Capital leases

Otto Männer Holding AG entered into several lease agreements for machinery and equipment which according to German GAAP were classified as operating leases. For US GAAP purposes however, some of these agreements are to be classified as capital leases. The net income effect (yearly expense for operating lease vs. interest expense and depreciation) are represented in the table above.

(c) Allowance for doubtful accounts

According to German GAAP a lump sum general allowance on the basis of 1% is allowed to be accounted for. For US GAAP purposes however, the allowance for doubtful accounts is based on historical experience. Therefore, the lump sum allowance has been reversed in the table above.

¹ US GAAP adjustments include the German plan which is not subject to the acquisition by BGI.

Page 19

(d) Pensions - Defined benefit plans

The pension related reserves under German GAAP need to be restated in order to comply with ASC 715-30. According to German GAAP, the Otto Männer group entered into one defined benefit plan in Switzerland while the remaining three German plans are classified as defined contribution plans. However, two of the defined contribution plans are to be classified as defined benefit plans for US GAAP purposes. The impact on equity and the income statement reflects the different treatment of the plans under German GAAP. For defined benefit plans the values are based on actuary reports.

(e) Revenue recognition - Bill and hold transactions

The company enters into bill and hold transactions for specific high precision molds. According to German GAAP revenue can already be recognized as soon as the contract is signed. For US GAAP purposes however, revenue recognition criteria are not yet fulfilled. Revenue is recognized at a later point of time and therefore the adjustment represents a timing difference in recognizing the revenue.

(f) Inventory provision

Under German GAAP an additional provision was set up for items for which costs estimated to complete the product exceed the replacement cost. Such provision is not allowed under US GAAP since the costs not yet incurred are not allowed to be recognized considering the matching principle.

(g) Income taxes - Impact on US GAAP adjustments

This adjustment reflects the impact on the Company’s provision for income taxes which the US GAAP adjustments described above have on the income statement and on Shareholders’ equity.

Page 20

Appendix 7

Page 21

EX-99.3

Page 1

Exhibit 99.3

OTTO MÄNNER HOLDING AG

Bahlingen a.K.

Reviewed Consolidated Financial Statements,

including a German GAAP to US GAAP reconciliation

note

for the six-month period ended

30 June 2012

Page 2

CONTENTS

REVIEW REPORT

LIST OF APPENDICES

CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2012                    Appendix 1

CONSOLIDATED PROFIT AND LOSS ACCOUNT

FOR THE PERIOD 1 JANUARY 2012 TO 30 JUNE 2012                    Appendix 2

CONSOLIDATED CASH FLOW STATEMENT

AS AT 30 JUNE 2012                                    Appendix 3

STATEMENT OF SHAREHOLDERS’ EQUITY

FOR THE PERIOD 1 JANUARY 2012 TO 30 JUNE 2012                    Appendix 4

NOTES ON THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

AS AT 30 JUNE 2012                                    Appendix 5

RECONCILIATION FROM GERMAN GAAP TO US GAAP                    Appendix 6

GENERAL ENGAGEMENT TERMS                            Appendix 7

Page 3

INDEPENDENT ACCOUNTANTS' REVIEW REPORT

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF

OTTO MÄNNER HOLDING AG, BAHLINGEN a. K., GERMANY

We have reviewed the accompanying consolidated balance sheet of Otto Männer Holding AG, Bahlingen a. K., Germany as of June 30, 2012, and the related consolidated statement of profit and loss, stockholders’ equity, cash flows prepared under accounting principles generally accepted in Germany, including a reconciliation to accounting principles generally accepted in the United States of America for net income for the six-month period ended June 30, 2012 and stockholders’ equity as of June 30, 2012 (collectively, the “reconciliations”) that has been included as an appendix to the accompanying consolidated financial statements, in accordance with the Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to issue a report on these consolidated financial statements based on our review.

We conducted our interim review in accordance with the Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. These Standards require that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and, accordingly, we do not express an audit opinion.

Based on our interim review, nothing has come to our attention that causes us to believe that the accompanying consolidated financial statements are not presented fairly, in all material respects in accordance with (i) accounting principles generally accepted in Germany and (ii) accounting principles generally accepted in the United States of America for the reconciliations.

The accompanying consolidated financial statements have been reissued with the reconciliations in adherence with SEC reporting requirements related to the anticipated sale of the Company’s subsidiaries to Barnes Group, Inc., a U.S. publicly-traded company

Freiburg, 28 October 2013

Bansbach Schübel Brösztl & Partner GmbH
Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft
Schell Wirtschaftsprüfer (German Public Auditor)	Eichin Wirtschaftsprüferin (German Public Auditor)

Page 4

							Appendix 1
CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2012
OF OTTO MÄNNER HOLDING AG, BAHLINGEN A. K.
A S S E T S
				EUR
A.	FIXED ASSETS
	I.	Intangible Assets
		1.	Industrial property rights acquired against payment
			and similar rights and values as well as licences
			to such rights and values	686,211.62
		2.	Advance payments	—
					686,211.62
	II.	Tangible Assets
		1.	Property, rights equivalent to real property
			and buildings including buildings on
			third-party land	25,742,493.78
		2.	Plant and machinery	7,004,504.50
		3.	Other fixed assets and office equipment	1,642,571.76
		4.	Advance payments and assets under construction	719,915.63
					35,109,485.67
						35,795,697.29
B.	CURRENT ASSETS
	I.	Inventories
		1.	Raw, auxiliary and operating materials	1,951,259.40
		2.	Work in progress	4,618,687.21
		3.	Finished goods and merchandise	661,248.02
					7,231,194.63
	II.	Receivables and other assets
		1.	Trade receivables	13,187,463.08
		2.	Other assets	4,215,186.97
					17,402,650.05
	III.	Cash in hand and at credit institutions
		and cheques			41,155,132.58
						65,788,977.26
C.	PREPAID EXPENSES					653,901.00
D.	SURPLUS FROM OFFSETTING					9,146.57
						102,247,722.12

Page 5

L I A B I L I T I E S
					EUR
A.	EQUITY
	I.	Subscribed capital			10,000,000.00
	II.	Retained earnings
		1.	Legal reserve	1,000,000.00
		2.	Other retained earnings	38,769,009.06
					39,769,009.06
	III.	Consolidated net profit			29,617,007.85
	IV.	Currency translation difference			3,916,361.22
						83,302,378.13
B.	PROVISIONS
	1.	Provisions for taxation			1,564,511.27
	2.	Other provisions			4,766,918.71
						6,331,429.98
C.	LIABILITIES
	1.	Amounts owed to credit institutions			3,773,037.07
	2.	Advance payments received on orders			6,242,672.35
	3.	Trade payables			2,205,575.28
	4.	Other liabilities			265,554.67
			thereof from taxes:
			EUR 232.831,56			12,486,839.37
D.	DEFERRED TAX LIABILITIES					127,074.64
						102,247,722.12

Page 6

						Appendix 2
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE PERIOD FROM 1 JANUARY 2012 TO 30 JUNE 2012
OF OTTO MÄNNER HOLDING AG, BAHLINGEN A. K.
				EUR
1.	Sales			39,713,907.48
2.	Change in stock
	of finished goods and work in progress			(313,724.02	)
3.	Other operating income			983,003.05
		of which from currency translation:
		EUR 431.443,12
						40,383,186.51
4.	Material costs
	a)	Costs for raw, auxiliary and
		operating materials and for purchased goods		7,786,533.86
	b)	Costs for purchased services		1,921,399.63
5.	Personnel costs
	a)	Wages and salaries		11,482,921.84
	b)	Social insurance contributions and contributions for
		old-age pensions and for support		2,033,822.00
			of which for pension provision:
			EUR 135.449,71
6.	Depreciation and amortization			1,317,943.39
7.	Other operating expenses			6,684,102.61
		of which from currency translation:
		EUR 422.819,17
						(31,226,723.33	)
8.	Other interest and similar income			142,301.07
9.	Interest and similar expenses			47,158.19
						95,142.88
10.	Profit or loss from normal business activity					9,251,606.06
11.	Tax on income and profit			3,050,940.94
12.	Other taxes			148,643.02
						(3,199,583.96	)
13.	Consolidated balance sheet profit					6,052,022.10

Page 7

14.	Profit carried forward from previous year	29,168,447.29
15.	Allocations to other revenue reserves	(5,603,461.54	)
				23,564,985.75
16.	Consolidated balance sheet profit			29,617,007.85

Page 8

			Appendix 3
CONSOLIDATED CASH FLOW STATEMENT
AS AT 30 JUNE 2012
OF OTTO MÄNNER HOLDING AG, BAHLINGEN A. K.
The following cash flow statement divides the cash flows of the financial year into cash flows from operating, investing and financing activities whereby the total flow of funds from these three areas corresponds to the change in cash and cash equivalents which is defined as the difference between liquid funds and bank liabilities repayable at any time.
The presentation of the cash flow statement is in accordance with the recommendations of the German Standardisiation Board according to DRS 2/cash flow statement.
	1 Jan to
	June 30, 2012
	KEUR
Consolidated result for the year	6,052
Write-downs on fixed assets - property, plant and
equipment	1,318
Cash flow for the year according to DVFA/SG	7,370
Profit from the disposal of fixed assets	(125	)
Increase/decrease in short-term provisions	1,160
Increase in inventories and trade receivables
as well as other assets which are not attributable to
investing and financing activities	(534	)
Increase in trade payables,
as well as other liabilities
which are not attributable to investing and financing activities	2,809
Cash Flow from operating activities (1)	10,680
	1 Jan to
	June 30, 2012
	KEUR
Proceeds from disposals of tangible fixed assets -
property, plant	283
Payments for investments in
plant, property and equipment	(2,062	)
Payments for investments in intangible fixed assets
	(123	)
Cash Flow from investing activities (2)	(1,902	)

Page 9

Payments for the redemption of loans
and credit facilities	(437	)
Cash Flow from financing activities (3)	(437	)
	June 30, 2012
	KEUR
Net change in cash and
cash equivalents (1) + (2) + (3)	8,341
Exchange rate movements and valuation changes
in cash and cash receivables	165
Cash and cash receivables at the beginning of the period	32,649
Cash and cash receivables at the end of the period	41,155
Composition of cash and cash receivables
	June 30, 2012
	KEUR
Liquid funds	41,155
Cash and cash receivables at the end of the period	41,155

Page 10

						Appendix 4
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE PERIOD FROM 1 JANUARY TO 30 JUNE 2012
OF OTTO MÄNNER HOLDING AG, BAHLINGEN A.K.
			Parent company			Group equity
			Subscribed capital	Consolidated retained earnings	Adjusted item for currency conversion
			EUR	EUR	EUR	EUR
	Status as at 01.01.2012		10,000,000.00	63,333,994.81	3,526,735.86	76,860,730.67
		Other changes	—	—	389,625.36	389,625.36
		Consolidated net income	—	6,052,022.10	—	6,052,022.10
	Status as at 30.06.2012		10,000,000.00	69,386,016.91	3,916,361.22	83,302,378.13

Page 11

Appendix 5

Otto Männer Holding AG, Bahlingen a.K.

Notes to the consolidated interim financial statements

as at 30 June 2012

1. General remarks

These half-yearly consolidated financial statements were prepared in accordance with Sec. 290 et seq. HGB [“Handelsgesetzbuch”: German Commercial Code]. The half-yearly consolidated financial statements are presented in EUR.

The income statement has been prepared using the nature of expense method.

The closing date of all of the entities included in the half-yearly consolidated financial statements is 30 June 2012. Additionally, a reconciling note from German-GAAP to US-GAAP is added.

2. Basis of consolidation

Apart from Otto Männer Holding AG, the "parent company", the half-yearly consolidated financial statements include three entities with registered offices in Germany and four entities with registered offices abroad, all of which are consolidated in accordance with the full consolidation principles.

The following companies are consolidated in accordance with equity share.

Name	Registered office	Share in equity
Otto Männer Holding AG	Bahlingen a.K.	100	%
Otto Männer GmbH	Bahlingen a.K.	100	%
Otto Männer Innovation GmbH	Bahlingen a.K.	100	%
Otto Männer Immobilien GmbH	Bahlingen a.K.
Shareholder: Otto Männer Innovation GmbH		100	%
Manner USA, Inc.	Norcross, GA (USA)	100	%
Otto Männer Präzisionsformenbau AG	Au (Switzerland)	100	%
Manner Hong Kong Ltd.	Hong Kong	100	%
männer Japan Ltd.	Mito, Japan	100	%

3. Consolidation principles, consolidation methods

Equity consolidation for all subsidiaries is performed using the book value method by offsetting the carrying amounts of the shares against the proportionate equity of the subsidiary as of the corresponding date of incorporation. All differences from equity consolidation stem from exchange differences and are reported in the item “Equity differences from currency translation”.

Intercompany receivables and liabilities as well as expenses and income are eliminated. Any offsetting differences stem from exchange differences.

Page 12

Any intercompany profits from intercompany transactions were eliminated.

Deferred taxes originating from consolidation entries affecting income were recognized based on a tax rate of 27%.

4. Accounting and valuation principles

The assets and liabilities in the half-yearly consolidated financial statements are reported pursuant to the provisions of Sec. 290 et seq. HGB. The accounting and valuation methods are unchanged from the prior year.

The valuation methods applied in the parent company’s interims financial statements are decisive for the valuation of the assets and liabilities taken into the consolidated financial statements. If the accounting principles of the companies included in the consolidated financial statements differ substantially from the accounting and valuation principles of the parent company, the parent company performs an accounting and valuation correction by means of the transitional stage of a German commercial code balance sheet II [“Handelsbilanz II”].

Fixed assets are valued at acquisition or production cost less depreciation and amortization. Amortization of intangible assets is based on useful lives of three to five years, depreciation of buildings is based on useful lives ranging between 25 and 50 years and other moveable assets are depreciated over useful lives from 2 to 15 years.

If ownership over leased movable assets is assumed at the end of the lease term, any residual value capitalized is depreciated over a period of three years using the straight-line method.

Raw materials, consumables and supplies as well as merchandise are carried at the lower of acquisition cost or market. Adequate write-downs are recognized for slow-moving goods.

Finished goods and work in process are valued at production cost on the basis of individual product costings. In addition to the direct cost of materials and direct labor, production costs include production and material overhead costs. General and administrative expenses were capitalized.

In all cases, valuation is based on net realizable value, i.e., the estimated cost to complete are deducted from the expected sales price and additional allowance is set up for items for which estimated costs to complete the product exceed the replacement cost. Adequate allowances provide for all identifiable inventory valuation risks resulting from slow-moving stock, reduced salability and lower replacement costs.

Receivables and other assets are stated at their nominal value. Appropriate specific bad debt allowances were recognized to account for default risks related to trade payables. The general credit risk is adequately considered with the general bad debt allowance.

Prepaid expenses comprise payments made prior to the balance sheet date that relate to expenses that will be incurred after the balance sheet date.

Provisions for pensions are valued according to actuarial principles using an interest rate of 5.10%. Expected salary increases were taken into account at 2%. The calculation was based on the modified “Teilwertverfahren” (a method comparable to the entry age normal method) using the mortality tables of Prof. Dr. Klaus Heubeck.

The assets, which serve exclusively to fulfill the pension obligations and which are protected against claims asserted by all other creditors (employer’s pension liability insurance), were offset at their fair value against the pension provisions.

Tax provisions and other provisions were recognized in the amount of expected utilization and account for all identifiable risks, uncertain liabilities, potential losses from pending transactions and warranties without legal obligation. They are valued at the settlement amount. Necessary cost increases are taken into account. Provisions with a residual term of more than one year are discounted at the market interest rate of the last seven fiscal years for their respective residual term.

Liabilitiesare recorded at the settlement amount. For liabilities whose settlement amount exceeds the amount paid out, the debt discount is reported under prepaid expenses.

Page 13

Receivables, bank balances and liabilities denominated in foreign currency due within one year are translated at the mean spot rate on the balance sheet date. If the residual term is less than one year, they are valued at the historical rate or the lower (foreign currency receivables) or higher (foreign currency liabilities) closing rate.

Deferred taxes were calculated on all temporary differences between the tax base of the assets and liabilities and their book values in the consolidated financial statements. There were no tax loss carryforwards and tax credits as of 30 June 2012. Deferred taxes were valued using company-specific tax rates and tax legislation enacted or substantively enacted as of the balance sheet date and expected to apply when the timing differences reverse. The tax rates ranged between 16.5% and 39.2%. Deferred taxes are reported on a net basis. The net assets resulting in the separate financial statements of consolidated entities are not capitalized.

5. Currency translation

All assets and liabilities in the financial statements of the foreign entities outside the eurozone included in the consolidated financial statements are translated to the reporting currency at the official mean rate (between the buying and selling rates) as of the balance sheet date. The items of the income statement are translated at the average exchange rates in the first half of the year and equity at historical rates. Translation differences in the income statement are reported directly in equity in the item “Equity differences from currency translation” below revenue reserves.

Differences from the translation of opening balances at closing rates as well as deviations from the translation of movements during the current year at mean rates are reported in a separate column of the consolidated statement of changes in fixed assets.

6. Notes to the consolidated balance sheet

Fixed assets

The development of individual fixed asset items in the first half of 2012 is shown in the “Consolidated statement of changes in fixed assets” attached to these consolidated financial statements.

Receivables and other assets

Receivables with a remaining term of more than one year amounted to EUR 9k as of the balance sheet date. We refer to our comments on pension provisions.

Deferred taxes

Deferred tax assets of EUR 607k were recognized on temporary differences affecting income between the amounts in the tax accounts and the book values in the consolidated balance sheet. Of this amount, EUR 338k is attributable to differences between the amounts in the tax accounts and the book values in the statutory balance sheet prepared in accordance with uniform group principles (HB II - reporting package), which for the most part stem from temporary differences with respect to inventories, pension provisions and other provisions. An amount of EUR 269k is attributable to deferred taxes on consolidation entries affecting income.

In addition, deferred tax liabilities of EUR 526k were determined on differences between the amounts in the tax accounts and the book values in the reporting package. These mainly result from temporary differences in property, plant and equipment and inventories as a result of differences in book values and methods for recognizing amortization, depreciation and write-downs.

Exercising an accounting option, net assets in the separate financial statements amounting to EUR 237k were not capitalized. Net liabilities amounting to EUR 396k were recognized. Net liabilities are offset against the deferred taxes from consolidation entries.

Equity

The issued capital of Otto Männer Holding AG, Bahlingen a.K., is valued at EUR 10,000,000, divided into 10,000,000 ordinary shares with a nominal value of EUR 1.00 per share. The ordinary shares are registered shares.

Page 14

With regard to the development of the Group’s equity, we refer to the consolidated statement of changes in equity as of 30 June 2012 presented in Appendix 4.

Offsetting assets against liabilities in accordance with § 246 Subs. 2 of the German Commercial Code [HGB]

Assets and liabilities from pension obligations were set off in the balance sheet in accordance with § 246 Subs. 2 of the German Commercial Code [HGB].

Pension commitments are secured by employer’s liability insurance. The claims from the employer’s liability insurance serve exclusively to fulfill the pension commitments and are protected against claims asserted by other creditors. They were offset against the pension provisions. The fair value of the employer’s liability insurance, which was calculated using actuarial methods, came to EUR 1,292k as of the balance sheet date; the settlement amount of the pension commitment stands at EUR 1,283k. The difference of EUR 9k is included in other assets. The acquisition cost of the employer’s liability insurance claims amounted to EUR 1,178k.

Other provisions

Other provisions mainly concern personnel, warranty risks and customer bonuses.

Liabilities

		Due in	Due in	Due in
	Total	less than one year	two to five  years	more than five years
	EUR k	EUR k	EUR k	EUR k
Liabilities to banks	3,773	884	2,889	—
Prepayments received on account of orders	6,242	6,242	—	—
Trade payables	2,206	2,206	—	—
Other liabilities	266	266	—	—

Trade payables pertaining to the delivery of raw materials, consumables and supplies are subject to the customary retention of title.

Liabilities to banks are secured by a land charge on the Company’s grounds (EUR 3,356k) and mortgages (EUR 414k).

Guarantees (performance guarantees) from Commerzbank AG of EUR 1,219k were drawn for prepayments received. No collateral had to be pledged to obtain the guarantee facility.

7. Notes to the consolidated income statement

Revenue

Consolidated revenue is detailed as follows:

Page 15

	30 Jun 2012
	EUR k
Germany	13,014
Other EU countries	14,558
Rest of world	12,142
	39,714

Other operating income and expenses

Other operating income contains income relating to other periods of EUR 695k. This mainly stems from the reversal of provisions and specific bad debt allowances of EUR 230k, from exchange rate gains EUR 431k and from the disposal of items of fixed assets EUR 134k.

Other operating expenses include expenses relating to other periods of EUR 432k, mainly attributable to exchange rate losses.

Employees

	30 Jun 2012
Management board	1
Wage earners	208
Salaried employees	127
Trainees	31
	367

8. Additional notes to the consolidated cash flow statement

Cash and cash equivalents solely contain the cash and bank balances reported in the balance sheet.

9. Other notes

Other financial obligations

Other financial obligations contain long term rental obligations of EUR 3,655k and lease obligations of EUR 10,277k for a total EUR 13,932k.

10.Audit fees

The total fees charged by the group auditor pursuant to Sec. 314 (1) No. 9 HGB are EUR 41k for other services for the first half year 2012.

11. Management of Otto Männer Holding AG and disclosure of total remuneration

Management board

Page 16

Mr. Hans-Peter Männer, Dipl.-Ing. (FH) was appointed to the management board in the reporting year. He has sole signing authority without restriction to represent the Company in legal transactions as a self-contracting agent or as an agent of a third party. In accordance with Sec. 286 (4) HGB, the Company has elected not to disclose total management board remuneration.

Supervisory board

The following persons were members of the supervisory board in the reporting year:

• Otto Männer, business man, Bahlingen a.K., chairman

•Karl-Heinz Niggemann, lawyer, Rottweil, deputy chairman

•Dr. Bertram Layer, public auditor, tax advisor, Stuttgart, deputy chairman

The remuneration of the supervisory board amounted to EUR 12,000 in the reporting year.

Bahlingen, 23 October 2013

……………………………………………

Hans-Peter Männer

Management board

Page 17

DEVELOPMENT OF FIXED ASSETS
OF OTTO MÄNNER HOLDING AG, BAHLINEN A.K.
			Acquisition/production costs								Book values
				Currency							Currency
			1/1/2012	differences	Additions	Transfers		Disposals	30/6/2012	1/1/2012	differences	Additions	Disposals	30/6/2012	30/6/2012
			EUR	EUR	EUR	EUR		EUR	EUR	EUR	EUR	EUR	EUR	EUR	EUR
I.	Intangible assets
	1.	Licenses, industrial property rights acquired against
		payment and similar rights and values as well as
		licenses to such rights and values	3,748,866	2,830	122,101	183,410		81	4,057,126	3,258,564	1,759	110,673	81	3,370,914	686,212
	2.	Advance payments	183,410	—	—	(183,410	)	—	—	—	—	—	—	—	—
			3,932,276	2,830	122,101	—		81	4,057,126	3,258,564	1,759	110,673	81	3,370,914	686,212
II.	Tangible assets
	1.	Property, rights equivalent to real property
		and buildings including buildings
		on third-party land	33,052,761	176,018	—	—		—	33,228,779	7,017,674	33,380	435,231	—	7,486,285	25,742,494
	2.	Plant and machinery	32,660,135	177,269	903,750	605,550		650,200	33,696,503	26,616,939	136,394	581,521	642,855	26,691,999	7,004,505
	3.	Other fixed assets
		and office equipment	6,712,119	19,854	291,459	10,000		65,608	6,967,825	5,184,346	14,665	190,519	64,277	5,325,253	1,642,572
	4.	Advance payments and assets under construction	615,550	2,326	866,703	(615,550	)	149,113	719,916	—	—	—	—	—	719,916
			73,040,565	375,467	2,061,911	—		864,920	74,613,022	38,818,960	184,439	1,207,271	707,133	39,503,537	35,109,486
			76,972,842	378,296	2,184,012	—		865,002	78,670,148	42,077,523	186,198	1,317,943	707,214	42,874,451	35,795,697

Page 18

Appendix 6

Reconciliation from German GAAP to US GAAP (30/06/12)

The consolidated statements of Otto Männer Holding AG are prepared in accordance with German GAAP. The following table is a reconciliation of differences relating to the Profit and Loss account and Shareholders’ Equity reported according to German GAAP and US GAAP.

Reconciliation of profit or loss statement (P&L) for the year and reconciliation of shareholders’ equity (equity)

All amounts in EUR k	Notes	30/06/2012
		P&L		Equity
Results and shareholders’ equity under German GAAP: Profit for the year Shareholders’ equity		6,052		83,302
US GAAP reporting adjustments:
Opening adjustment	(a)			(2,309	)
Leasing	(b)	(69	)	(69	)
Allowance for doubtful accounts	(c)	8		8
Pensions1	(d)	(252	)	(252	)
Revenue recognition Inventory allowance	(e) (f)	1,842 792		1,842 792
Income taxes	(g)	(630	)	(630	)
Results under US GAAP		7,743		82,684

Explanation of notes:

(a) Opening adjustment to shareholders’ equity

The line item opening adjustments represents the accumulative effect on retained earnings as of 1 January 2012. In order to properly present the shareholders’ equity reported under US GAAP adjustments to opening retained earnings are required. The adjustments made are identical to those that are represented below.

(b) Leasing - Capital leases

Otto Männer Holding AG entered into several lease agreements for machinery and equipment which according to German GAAP were classified as operating leases. For US GAAP purposes however, some of these agreements are to be classified as capital leases. The net income effect (yearly expense for operating lease vs. interest expense and depreciation) are represented in the table above.

Allowance for doubtful accounts

According to German GAAP a lump sum general allowance on the basis of 1% is allowed to be accounted for. For US GAAP purposes however, the allowance for doubtful accounts is based on historical experience. Therefore, the lump sum allowance has been reversed in the table above.

¹ US GAAP adjustments include the German plan which is not subject to the acquisition by BGI.

Page 19

(c) Pensions - Defined benefit plans

The pension related reserves under German GAAP need to be restated in order to comply with ASC 715-30. According to German GAAP, the Otto Männer group entered into one defined benefit plan in Switzerland while the remaining three German plans are classified as defined contribution plans. However, two of the defined contribution plans are to be classified as defined benefit plans for US GAAP purposes. The impact on equity and the income statement reflects the different treatment of the plans under German GAAP. For defined benefit plans the values are based on actuary reports.

(d) Revenue recognition - Bill and hold transactions

The company enters into bill and hold transactions for specific high precision molds. According to German GAAP revenue can already be recognized as soon as the contract is signed. For US GAAP purposes however, revenue recognition criteria are not yet fulfilled. Revenue is recognized at a later point of time and therefore the adjustment represents a timing difference in recognizing the revenue.

(e) Inventory provision

Under German GAAP an additional provision was set up for items for which costs estimated to complete the product exceed the replacement cost. Such provision is not allowed under US GAAP since the costs not yet incurred are not allowed to be recognized considering the matching principle.

(f) Income taxes -Impact on US GAAP adjustments

This adjustment reflects the impact on the Company’s provision for income taxes which the US GAAP adjustments described above have on the income statement and on Shareholders’ equity.

Page 20

Appendix 7

Page 21

EX-99.4

Exhibit 99.4

UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION

(Amounts in thousands except share and per share information)

On October 31, 2013, Barnes Group Inc. (the “Company”) completed its acquisition of the Männer Business (defined below) pursuant to the terms of the Share Purchase and Assignment Agreement dated September 30, 2013 ("Share Purchase Agreement") among the Purchaser, Otto Männer Holding AG, a German company based in Bahlingen, Germany (the "Seller"), and the three shareholders of Seller. Pursuant to the terms of the Share Purchase Agreement, the Company acquired all the shares of the capital stock of the subsidiaries through which Seller owns and operates its business (the "Männer Business") for an aggregate purchase price of €281,200 ($381,331) which was paid through a combination of €253,726 in cash ($344,636) and 1,032,493 shares of the Company's common stock (valued at €27,500 pursuant to the Share Purchase Agreement and $36,695 based upon market value at close). The Company funded the cash portion of the purchase price from cash on hand and borrowings under our fifth amended and restated revolving credit agreement ("Amended Credit Agreement").

The attached unaudited pro forma combined condensed financial information has been prepared to illustrate the effect of the acquisition of the Männer Business. The Unaudited Pro Forma Combined Condensed Statements of Income combine the historical statements of income of the Company and the Männer Business giving effect to the acquisition as if it had occurred on January 1, 2012. The historical information of the Company and the Männer Business for the six months ended June 30, 2013 is unaudited. The historical information for the Company and the Männer Business for the twelve months ended December 31, 2012 is derived from the audited financial statements of the Company and Otto Männer Holding AG. The historical financial information has been adjusted to give effect to matters that are (1) directly attributable to the acquisition, (2) factually supportable, and (3) with respect to the statements of income, expected to have a continuing impact on the operating results of the combined company. The Company’s Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2013 is based upon the historical unaudited balance sheet of the Company as of June 30, 2013, combined with the unaudited historical balance sheet of Otto Männer Holding AG as of June 30, 2013, attached as Exhibit 99.2 to this Form 8-K/A, coupled with the pro forma impact of applying the purchase method of accounting and other related adjustments included therein based upon available information and assumptions that the Company believes are reasonable. The Unaudited Pro Forma Condensed Consolidated Balance Sheet is presented as if the acquisition of the Männer Business had occurred on June 30, 2013.

The attached Unaudited Pro Forma Combined Condensed Statement of Income for the twelve months ended December 31, 2012 also includes retrospective adjustments related to the sale of the Barnes Distribution North American business ("BDNA") on April 22, 2013. The Company filed a report on Form 8-K/A on April 24, 2013, related to the sale of BDNA, that includes the Unaudited Pro Forma Combined Condensed Statements of Income for the years ended December 31, 2012, 2011 and 2010 and the Unaudited Pro Forma Condensed Balance Sheet as of December 31, 2012 as required by the regulations of the Securities and Exchange Commission ("SEC"). The impact of the BDNA disposition is already reflected in the historical condensed balance sheets as of June 30, 2013 and in the historical consolidated statements of income for the six months ended June 30, 2013 as provided within the report on Form 10-Q, filed on July 30, 2013.

The attached Unaudited Pro Forma Combined Condensed Statement of Income for the twelve months ended December 31, 2012 does not include the results of Synventive Molding Solutions ("Synventive") prior to acquisition. The Company completed the acquisition of Synventive on August 27, 2012. The Company filed a report on Form 8-K/A on November 9, 2012, related to the acquisition of Synventive, as required by the regulations of the SEC. Synventive generated net sales of $101.5 million during the approximate eight-month period ended August 27, 2012.

The unaudited pro forma combined condensed financial information should be read in conjunction with the accompanying Notes to the unaudited pro forma combined condensed financial information and:

• The unaudited pro forma combined condensed statements of income for the year ended December 31, 2011 and the six months ended June 30, 2012, as filed with the SEC on November 9, 2012 within our report on Form 8-K/A ;

• The historical audited financial statements of the Company included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, and filed on February 25, 2013;

• The historical unaudited interim financial statements of the Company included in our quarterly reports on Form 10-Q for the three and nine months ended September 30, 2013, and filed with the SEC on November 1, 2013, Form 10-Q for the three and six months ended June 30, 2013, and filed with the SEC on July 30, 2013 and Form 10-Q for the three months ended March 31, 2013, and filed on April 29, 2013;

• The unaudited pro forma combined condensed statements of income for the years ended December 31, 2012, 2011 and 2010 and the unaudited pro forma condensed balance sheet as of December 31, 2012 as filed within our report on Form 8-K/A on April 24, 2013;

• The historical audited consolidated balance sheet of Otto Männer Holding AG as of December 31, 2012, and the consolidated statements of profit and loss, changes in stockholders' equity and cash flows for the year ended December 31, 2012 attached as Exhibit 99.1 to the Form 8-K/A to which this unaudited proforma combined condensed financial information is attached;

• The historical unaudited consolidated balance sheet of Otto Männer Holding AG as of June 30, 2013, and the consolidated statements of profit and loss, changes in stockholders' equity and cash flows for the six months ended June 30, 2013 are filed as Exhibit 99.2; and

• The historical unaudited consolidated balance sheet of Otto Männer Holding AG as of June 30, 2012, and the consolidated statements of profit and loss, changes in stockholders' equity and cash flows for the six months ended June 30, 2012 are filed as Exhibit 99.3.

The unaudited pro forma combined condensed financial information has been prepared using the acquisition method of accounting and may differ from our final acquisition accounting as our final purchase price allocation is subject to post-closing adjustments pursuant to the terms of the Share Purchase Agreement.

The unaudited pro forma combined condensed financial information is presented for informational purposes only. It has been prepared in accordance with the regulations of the SEC and is not necessarily indicative of what our financial position or results of operations actually would have been had we completed the acquisition at the dates indicated, nor does it purport to project the future financial position or operating results of the combined company. It also does not reflect any cost savings, operating synergies or revenue enhancements that we may achieve with respect to the combined company nor the costs necessary to achieve those costs savings, operating synergies and revenue enhancements, or to integrate the operations of the Company and the Männer Business. The unaudited pro forma condensed combined statements of income also include certain purchase accounting adjustments, including items expected to have a continuing impact on combined results, such as the effect of debt financing necessary to complete the acquisition as well as the impact of depreciation and amortization expense on acquired assets. The Unaudited Pro Forma Combined Condensed Statement of Income for the twelve months ended December 31, 2012 was not adjusted to reflect any cost of sales related to a fair value inventory step-up as these expenses are considered non-recurring ($9,130 at acquisition date).

Barnes Group Inc.

Unaudited Pro Forma Combined Condensed Balance Sheet

June 30, 2013

(Dollars in thousands)

	Barnes Group Inc.			Männer Business			Balances of the Männer Business (Not Acquired)			Pro Forma Adjustments			Notes		Pro Forma Combined
Assets							(Note 12)
Current assets															—
Cash and cash equivalents	$	197,398		$	59,760		$	—		$	(142,308	)	(1	)	$	114,850
Accounts receivable, less allowances	229,934			22,083			—			—					252,017
Inventories	186,224			14,714			—			9,130			(2	)	210,068
Deferred income taxes	23,331			897			—			609			(3	)	24,062
										(775		)	(2	)
Prepaid expenses and other current assets	15,756			2,506			(1,206		)	—					17,056
Total current assets	652,643			99,960			(1,206		)	(133,344		)			618,053
Deferred Income Taxes	37,318			78			—			(865		)	(2	)	36,531
Plant, property and equipment	583,303			118,727			(6		)	(2,666		)	(2	)	699,358
Less: accumulated depreciation	(368,568		)	(66,442		)				—					(435,010		)
	214,735			52,285			(6		)	(2,666		)			264,348
Goodwill	439,447			—			—			182,212			(2	)	621,659
Other intangible assets	370,645			—			—			146,600			(2	)	517,245
Other assets	20,182			—			—			762			(2	)	20,944
Total assets	$	1,734,970		$	152,323		$	(1,212	)	$	192,699				$	2,078,780
Liabilities and Stockholders' Equity
Current liabilities
Notes and overdraft payable	$	12,899		$	—		$	—		$	—				$	12,899
Accounts payable	92,469			3,772			21,063			—					117,304
Accrued liabilities	227,191			30,074			—			3,348			(3	)	262,273
										1,660			(2	)
Long-term debt - current	54,241			1,466			—			—					55,707
Total current liabilities	386,800			35,312			21,063			5,008					448,183
Long-term debt	177,242			5,550			—			202,328			(1	)	385,120
Accrued retirement benefits	133,562			498			—			—					134,060
Deferred income taxes	47,222			408			—			38,903			(2	)	86,533
Other liabilities	15,154			22			—			762			(2	)	15,938
Commitments and contingencies
Stockholders' equity
Common stock	596			13,040			—			(13,040		)	(2	)	606
										10			(1	)
Additional paid-in capital	350,998			49,586			(1,304		)	(48,282		)	(2	)	387,683
										36,685			(1	)
Treasury stock	(161,941		)	—			—			—					(161,941		)
Retained Earnings	845,333			44,129			(20,971		)	(23,158		)	(2	)	842,594
										(2,739		)	(3	)
Accumulated other non-owner changes to equity	(59,996		)	3,778			—			(3,778		)	(2	)	(59,996		)
Total stockholders' equity	974,990			110,533			(22,275		)	(54,302		)			1,008,946
Total liabilities and stockholders' equity	$	1,734,970		$	152,323		$	(1,212	)	$	192,699				$	2,078,780

Barnes Group Inc.

Unaudited Pro Forma Combined Condensed Statement of Income

Year Ended December 31, 2012

(Dollars in thousands)

	Barnes Group Inc.		Less: Sale of the BDNA Business			Barnes Group Inc. Prior to the Acquisition of the Männer Business		Männer Business			Pro Forma Adjustments			Notes		Pro Forma Combined
Net Sales	$	1,229,959	$	(301,179	)	$	928,780	$	107,136		$	—				$	1,035,916
Cost of sales	812,192		(156,539		)	655,653		64,491			2,932			(7	)	720,360
											(316		)	(6	)
											(2,400		)	(11	)
Selling and administrative expenses	281,211		(115,215		)	165,996		12,600			5,730			(4	)	184,326
Operating Income	136,556		(29,425		)	107,131		30,045			(5,946		)			131,230
Interest expense (income), net	12,238		—			12,238		(122		)	3,291			(5	)	15,407
Other expense (income), net	2,671		(41		)	2,630		(830		)	375			(8	)	2,175
Income from continuing operations before income taxes	121,647		(29,384		)	92,263		30,997			(9,612		)			113,648
Income taxes	23,350		(10,918		)	12,432		8,729			(2,143		)	(9	)	19,018
Income from continuing operations	$	98,297	$	(18,466	)	$	79,831	$	22,268		$	(7,469	)			$	94,630
Earnings per Share of Common Stock from continuing operations:
Basic	$	1.80				$	1.46									$	1.70
Diluted	$	1.78				$	1.44									$	1.68
Dividends	$	0.40				$	0.40									$	0.40
Weighted average common shares outstanding:
Basic	54,626,453					54,626,453					1,032,493			(1	)	55,658,946
Diluted	55,224,457					55,224,457					1,032,493			(1	)	56,256,950

See accompanying notes to the unaudited proforma combined condensed financial information.

Barnes Group Inc.

Unaudited Pro Forma Combined Condensed Statement of Income

Six months ended June 30, 2013

(Dollars in thousands)

	Barnes Group Inc. Less Sale of the BDNA Business		Männer Business			Pro Forma Adjustments			Notes		Pro Forma Combined
Net Sales	$	530,940	$	60,397		$	—				$	591,337
Cost of sales	355,127		38,971			1,466			(7	)	394,206
						(158		)	(6	)
						(1,200		)	(11	)
Selling and administrative expenses	114,708		6,542			2,865			(4	)	123,754
						(361		)	(10	)
Operating Income	61,105		14,884			(2,612		)			73,377
Interest expense (income), net	7,598		(17		)	1,646			(5	)	9,227
Other expense (income), net	1,462		(336		)	188			(8	)	1,314
Income from continuing operations before income taxes	52,045		15,237			(4,446		)			62,836
Income taxes	27,417		4,060			(1,002		)	(9	)	30,475
Income from continuing operations	$	24,628	$	11,177		$	(3,444	)			$	32,361
Earnings per Share of Common Stock from continuing operations:
Basic	$	0.46									$	0.59
Diluted	$	0.45									$	0.58
Dividends	$	0.20									$	0.20
Weighted average common shares outstanding:
Basic	54,230,272					1,032,493			(1	)	55,262,765
Diluted	55,135,892					1,032,493			(1	)	56,168,385

See accompanying notes to the unaudited proforma combined condensed financial information.

Note 1 — Consideration for the Acquisition

The Company completed the acquisition of the Männer Business on October 31, 2013. Pursuant to the terms of the Share Purchase Agreement, the Company acquired all the shares of capital stock of the Männer Business for an aggregate purchase price of €281.2 million ($381.3 million) which was paid through a combination of €253.7 million in cash ($344.6 million) and 1,032,493 shares of the Company's common stock (valued at €27.5 million pursuant to the Share Purchase Agreement and $36.7 million based upon market value at close). The Company funded the cash portion of the purchase price from cash on hand ($142.3 million) and borrowings under our fifth amended and restated revolving credit agreement ("Amended Credit Facility") ($202.3 million). For purposes of the unaudited pro forma combined condensed financial information, borrowings are classified as long-term based on the maturity of the Amended Credit Facility. We have assumed our borrowing under our Amended Credit Facility was at an annual interest rate of 1.35% (based on our actual interest rate at the time of borrowing on October 24, 2013).

Note 2 — Preliminary Allocation of Consideration

For the purpose of preparing the unaudited pro forma combined condensed financial information, the assets acquired and liabilities assumed have been measured using fair values based on information that was available at the time of the acquisition. Accordingly, the fair values of the assets and liabilities are subject to change based on additional information that may become known to us.

In connection with the acquisition of the Männer Business, the Company recorded intangible assets of $146.6 million, which includes $92.1 million of customer relationships, $21.0 million of patents and technology, $26.9 million related to the Männer trade name which has an indefinite life and $6.6 million of customer backlog. The useful lives of the acquired assets with finite lives were 16 years, 10 years and less than one year, respectively. The determination of fair value for these assets was primarily based upon the expected discounted cash flows. The determination of useful life was based upon historical experience, economic factors, and projected future cash flows of the combined Company.

Other assets and other liabilities reflect adjustments of $0.8 million and $0.8 million, respectively, to the fair value of acquired assets and liabilities.

Inventories reflect an adjustment of $9.1 million to record the inventory at its estimated fair market value. The increased inventory fair value adjustment will impact the Company's cost of sales after the closing. These expenses are considered non-recurring and are therefore not included in the Unaudited Pro Forma Combined Condensed Statement of Income.

Property, net, reflects an adjustment of $2.7 million to the estimated fair value of assets acquired.

Deferred tax liabilities have been recognized to reflect the estimated tax effect of the book and tax basis differences, primarily related to the intangible and tangible assets acquired.

A net adjustment of $182.2 million to goodwill has been recorded to reflect the excess of the purchase price over the fair value of the net assets acquired. The goodwill adjustment reflects the balance that would have been recorded if the acquisition occurred on June 30, 2013, and reflects the respective net assets as of this date.

Adjustments aggregating $88.3 million represent the elimination of the Männer Business's historical equity balances.

The following table summarizes the fair values of the assets acquired and liabilities assumed as if the acquisition occurred on June 30, 2013 (in millions):

Cash	$	59.8
Accounts receivable	22.1
Inventory	23.8
Other current assets	1.4
Property, plant and equipment	49.6
Intangible assets	146.6
Goodwill	182.2
Total assets acquired	485.5
Current liabilities	(40.2		)
Deferred revenue	(19.1		)
Deferred income taxes	(39.3		)
Long-term debt	(5.6		)
Total liabilities assumed	(104.2		)
Net assets acquired	$	381.3

Note 3 - Transaction Costs Not Yet Recorded

This adjustment reflects $3.3 million of business acquisition costs that are estimated to be incurred subsequent to June 30, 2013. The adjustment also reflects the estimated tax benefit associated with these costs of $0.6 million. These items are not reflected in our Unaudited Pro Forma Combined Condensed Statement of Income as they are deemed non-recurring.

Note 4 - Intangible Asset Amortization - Selling, General and Administrative Expenses

As set forth in Note 2 above, the Company allocated $146.6 million of the purchase price to intangible assets. Of this balance, the Company has allocated $92.1 million of the purchase price to customer relationships with estimated economic lives of 16 years. The incremental semi-annual and annual amortization expense for these acquired intangible assets will be approximately $2.9 million and $5.7 million, respectively, using straight-line amortization, and has been included in selling, general and administrative expenses within the Unaudited Pro Forma Combined Condensed Statements of Income for the six months ended June 30, 2013 and twelve months ended December 31, 2012, respectively.

Note 5 - Interest Expense on Borrowings

As discussed in Note 1 above, the Company borrowed approximately €149.0 million ($202.3 million) under its Amended Credit Agreement to fund the acquisition of the Männer Business. For purposes of the unaudited pro forma combined condensed financial information, we have assumed our borrowing under our $750 million Amended Credit Agreement was at an annual interest rate of 1.35% (based on our committed interest rate at the time of borrowing on October 24, 2013). As such, we have included approximately $1.6 million and $3.3 million of interest expense in our Unaudited Pro Forma Combined Condensed Statement of Income for the six months ended June 30, 2013 and twelve months ended December 31, 2012, respectively, to reflect the interest expense had the transaction occurred on January 1, 2012.

As our interest rates under the Amended Credit Agreement are not fixed, the actual rates of interest can change from those that are assumed above. If the actual interest rates incurred when the debt was actually drawn were to increase or decrease by 1/8% from the rates we have assumed in estimating the pro forma interest expense adjustment, pro forma interest expense could increase or decrease by approximately $0.3 million per year.

Note 6 - Building Lease

The Männer Business had leased a building prior to its sale to the Company. The Männer Business purchased the building immediately prior to, and in connection with, the sale. Adjustments of $0.2 million and $0.3 million reflect the amount of the

operating lease expense in excess of the depreciation on the building in the Unaudited Pro Forma Combined Condensed Statements of Income for the six months ended June 30, 2013 and twelve months ended December 31, 2012, respectively.

Note 7 - Amortization and Depreciation Expense - Cost of Sales

As set forth in Note 2 above, the Company allocated $146.6 million of the purchase price to intangible assets. Of this balance, acquired patents have been allocated a value of $21.0 million and have an estimated life of ten years. This adjustment represents the additional amortization related to the acquisition of patents and the fair value adjustment to fixed assets acquired had the business combination occurred on January 1, 2012. These adjustments include incremental amortization of $1.0 million and $2.1 million related to the acquired patents during the six month period ended June 30, 2013 and the twelve month period ended December 31, 2012, respectively. The Company has also recorded a fair value adjustment of approximately $2.7 million related to the Männer Business's property, plant and equipment. The adjustment in value relates to depreciable assets with an average economic life of approximately 14 years. The short-term impact of this fair value adjustment, however, results in higher annual depreciation. The estimated higher semi-annual and annual depreciation expense for the step-down in value of these acquired assets is approximately $0.4 million and $0.8 million using straight-line amortization, and has been included in cost of sales within the Unaudited Pro Forma Combined Condensed Statements of Income for the six months ended June 30, 2013 and twelve months ended December 31, 2012, respectively.

Note 8 - Bank Facility Fees

As discussed in Note 5 above, the Company borrowed $202.3 million under our Amended Credit Agreement to fund the acquisition of the Männer Business. These additional borrowings resulted in incremental bank facility fees of $0.4 million annually. Additional expenses, recorded as Other Expense within the Unaudited Pro Forma Combined Condensed Statements of Income for the six months ended June 30, 2013 and twelve months ended December 31, 2012, approximated $0.2 million and $0.4 million, respectively.

Note 9 - Tax Adjustments

The Company has reflected the applicable tax provision on the pro forma adjustments presented in the unaudited pro forma condensed combined statements of income.  The pro forma adjustments pertain primarily to the German tax jurisdiction, and are subject to a tax rate of approximately 27%.  However, some acquisition-related pro forma adjustments have limitations on tax deductibility.  The rates used on these adjustments are estimates and do not take into account any possible future tax events that may occur for the combined Company.

Note 10 - Non-Recurring Acquisition Expenses

This adjustment of $0.4 million represents acquisition-related expenses incurred during the six months ended June 30, 2013. We have removed these expenses from the Unaudited Pro Forma Combined Condensed Statement of Income for the six months ended June 30, 2013 on the basis that they are non-recurring. No adjustment was made for the twelve months ended December 31, 2012 as there were no such costs incurred prior to January 1, 2013.

Note 11 - License Fees

The Männer Business, prior to its sale to the Company, had paid license fees for the use of patents. The Männer Business purchased the rights to the licenses prior to, and in connection with, the sale. The adjustments of $1.2 million and $2.4 million reflect the reversal of the license fees in the Unaudited Pro Forma Combined Condensed Statements of Income for the six months ended June 30, 2013 and twelve months ended December 31, 2012, respectively.

Note 12 - Balances of the Männer Business Not Acquired

The Company did not acquire the assets and liabilities of Otto Männer Holding AG ("Holding"). The Company assumed a $21.1 million payable that was held by the entities that were acquired by the Company, and were due to Holding. The corresponding receivable at Holding was not acquired. The Company is obligated to pay this balance to Holding following the acquisition.