8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): October 30, 2009

BARNES GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-04801	06-0247840
(Commission  File Number)	(I.R.S. Employer Identification No.)
123 Main Street, Bristol, Connecticut	06010
(Address of principal executive offices)	(Zip Code)

(860) 583-7070

Registrant's telephone number, including area code

Not Applicable

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

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

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1

Item 2.02	Results of Operations and Financial Condition.
	On October 30, 2009, Barnes Group Inc. issued a press release announcing the financial results of operations for the third quarter and nine months ended September 30, 2009. A copy is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
	The information in this Current Report on 8-K and the exhibit attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01	Financial Statements and Exhibits.
	Exhibit 99.1: Press Release issued October 30, 2009, announcing the financial results of operations for the third quarter and nine months ended September 30, 2009.

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:  October 30, 2009	BARNES GROUP INC.
	(Registrant)
	By: /s/ CHRISTOPHER J. STEPHENS, JR.
	Christopher J. Stephens, Jr.
	Senior Vice President, Finance and      Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Document Description
99.1	Press Release, dated October 30, 2009

2

EX-99.1

  Barnes Group Inc. 123 Main Street Bristol, CT 06010

NEWS RELEASE

BARNES GROUP INC. REPORTS

THIRD QUARTER 2009 FINANCIAL RESULTS

§   Revenues of $260.3 million for the third quarter 2009

§   Third quarter 2009 diluted EPS of $0.20, including restructuring charges

§   Year-to-date 2009 cash from operating activities improved 51% from the prior year period

§   Debt-to-Capital ratio improved to 35% as debt declined 23% from year-end 2008 to $360.7 million

BRISTOL, Conn., October 30, 2009 — Barnes Group Inc. (NYSE: B), a diversified global manufacturer and logistical services company, today reported financial results for the third quarter 2009.  The Company reported income from continuing operations of $10.9 million, or $0.20 per diluted share, compared to $29.2 million, or $0.52 per diluted share in the prior year period.  Included in the third quarter 2009 results are $3.4 million pre-tax ($1.7 million after-tax) of restructuring charges.  Barnes Group’s third quarter 2009 sales totaled $260.3 million, down 22 percent from $333.8 million in the third quarter of 2008.

Barnes Group generated $125.7 million in cash from operations for the first nine months of 2009, reflecting an improvement of 51 percent over the prior year period level of $83.2 million.  Cash flow generation driven by working capital improvements helped reduce debt to $360.7 million, a decline of 23 percent from year-end 2008.  As a result, the Company’s third quarter 2009 debt-to-capital ratio improved to 35%.  The Company’s September 30, 2009 total debt covenant ratio of 3.26 times was appreciably below the required level of 4.0 times.  On December 31, 2009 the ratio requirement decreases to 3.75 times.

($ millions; except	Three months ended September 30,												Nine months ended September 30,
per share data)	2009			2008			Change						2009			2008			Change
Net Sales	$	260.3		$	333.8		$	(73.5	)	(22.0	)	%	$	777.7		$	1,096.7		$	(319.0	)	(29.1	)	%
Operating Income	$	14.6		$	42.6		$	(28.1	)	(65.8	)	%	$	49.2		$	145.2		$	(96.1	)	(66.1	)	%
% of Sales		5.6	%		12.8	%		-		(7.2	)	pts.		6.3	%		13.2	%		-		(6.9	)	pts.
Income from Continuing Operations	$	10.9		$	29.2		$	(18.3	)	(62.8	)	%	$	32.8		$	98.2		$	(65.4	)	(66.6	)	%
% of Sales		4.2	%		8.8	%		-		(4.6	)	pts.		4.2	%		9.0	%		-		(4.8	)	pts.
Net Income	$	10.9		$	27.8		$	(16.9	)	(60.8	)	%	$	32.8		$	93.7		$	(60.9	)	(65.0	)	%
% of Sales		4.2	%		8.3	%		-		(4.1	)	pts.		4.2	%		8.5	%		-		(4.3	)	pts.
Income from Continuing Operations Per Diluted Share	$	0.20		$	0.52		$	(0.32	)	(61.5	)	%	$	0.61		$	1.73		$	(1.12	)	(64.7	)	%
Net Income Per Diluted Share	$	0.20		$	0.49		$	(0.29	)	(59.2	)	%	$	0.61		$	1.65		$	(1.04	)	(63.0	)	%

Barnes Group Inc. / 2

“We have not yet seen the sustained signs of a turnaround in the global economy.  The challenges posed in the third quarter were similar to what we have seen for the preceding six months in many of our end markets. However, we are optimistic about the prospects for economic improvement in 2010, so we continue to pursue internal initiatives we feel are essential to positioning Barnes Group for the future,” said Gregory F. Milzcik, President and Chief Executive Officer, Barnes Group Inc. “During the quarter we strengthened our balance sheet through substantial debt reductions driven by working capital improvements and made strategic investments in people and processes to maximize our competitive position for sustainable long-term growth.

“We are confident that we have positioned Barnes Group well to participate fully in a market recovery as conditions normalize.  We are encouraged by the stabilizing trends we are seeing in our transportation and industrial manufacturing businesses and optimistic for an anticipated rebound in aerospace activity in the second half of 2010.  We are committed to strengthening our capital structure, pursuing strategic revenue growth, and controlling costs as we navigate near-term economic challenges to maximize the value we bring to our customers and stockholders,” Milzcik added.

Logistics and Manufacturing Services

·   Third quarter 2009 sales at Logistics and Manufacturing Services were $131.3 million, down 22 percent from $168.7 million in the same period last year.  The decline in sales was driven by softness in the transportation and industrial markets throughout North America and Europe.  Additionally, sales declines in the aftermarket aerospace market were driven by lower aircraft utilization and deferred maintenance activities.  Foreign exchange negatively impacted sales by $1.8 million in the third quarter.

·   Operating profit was $11.9 million, compared with $23.5 million in the third quarter of 2008.  Operating profit was driven lower primarily by the reduced sales volumes in each of the businesses due to current macroeconomic conditions on our end-markets.  Operational and productivity initiatives implemented in 2008 and throughout 2009 to align the cost structure with sales volumes continued to provide beneficial results that partially offset the adverse profit impact of declining sales.

Precision Components

·   Third quarter 2009 sales at Precision Components were $130.0 million, down 23 percent from $168.4 million in the same period last year.  The industrial manufacturing businesses in North America and Europe reported significant sales declines primarily resulting from the global recession and were most impacted by the recession’s effect on the transportation industry, most notably automotive. Additionally, sales decreased in the aerospace original equipment manufacturing business as customers reduced inventory and lowered production levels across the commercial engine portfolio.  Foreign exchange adversely affected sales by $0.6 million in the third quarter.

·   Operating profit for the third quarter of 2009 was $2.7 million, compared with $19.1 million in the third quarter of 2008.  The profit impact of lower sales volumes was partially offset by the benefits of cost reduction actions, including personnel reductions and plant consolidations, taken in 2008 and early in 2009.

·   Included in Precision Components third quarter 2009 results are $3.4 million (pre-tax) for restructuring charges taken during the third quarter.  These actions included the moving of operations of the Burlington, Ontario, Canada facility and the previously idled Monterrey, Mexico facility.  The assets and related work of these facilities will be transferred to other operations within the United States to provide a more cost effective manufacturing footprint and improved competitive advantage.  The actions are expected to be completed by March 2010.

Barnes Group Inc. / 3

Additional Information

·   Other income, net of other expenses, increased $1.1 million in the third quarter of 2009 compared to the same period of 2008 primarily as a result of a $1.5 million gain on the repurchase of certain convertible notes.  Year-to-date, other income, net of other expenses increased $4.3 million, as a result of a $3.8 million gain on the repurchase of certain convertible notes.

·   The Company’s effective tax rate from continuing operations for the first nine months of 2009 was 5.1 percent.  Included in the year-to-date tax expense is a $1.6 million tax benefit related to the third quarter 2009 restructuring actions.  Changes to the Company’s tax rate are largely based on changes in the projected mix of income between taxing jurisdictions.

Conference Call

The Company will conduct a conference call with investors to discuss third quarter 2009 results at 8:30 a.m. EDT today, October 30, 2009.  A webcast of the live call and an archived replay will be available on the Barnes Group investor relations link at www.BGInc.com.

Barnes Group Inc. (NYSE:B) is a diversified global manufacturer and logistical services company focused on providing precision component manufacturing and operating service support.  Founded in 1857, 4,900 dedicated employees at more than 60 locations worldwide are committed to achieving consistent and sustainable profitable growth.  For more information, visit www.BGInc.com.  Barnes Group, the Critical Components People.

This release may contain certain forward-looking statements as defined in the Private Securities Litigation and Reform Act of 1995. Forward-looking statements are made based upon management’s good faith expectations and beliefs concerning future developments and their potential effect upon the Company and can be identified by the use of words such as “anticipated,” “believe,” “expect,” “plans,” “strategy,” “estimate,” “project,” and other words of similar meaning in connection with a discussion of future operating or financial performance.  These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those expressed in the forward-looking statements. The risks and uncertainties, which are described in our periodic filings with the Securities and Exchange Commission, include, among others, uncertainties arising from the behavior of financial markets; future financial performance of the industries or customers that we serve; changes in market demand for our products and services; integration of acquired businesses; changes in raw material prices and availability; our dependence upon revenues and earnings from a small number of significant customers; uninsured claims; and numerous other matters of global, regional or national scale, including those of a political, economic, business, competitive, regulatory and public health nature. The Company assumes no obligation to update our forward-looking statements.

Contact:

Brian D. Koppy – 860.973.2126

###

Barnes Group Inc. / 4

BARNES GROUP INC.
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
Unaudited
	Three months ended September 30,									Nine months ended September 30,
	2009			2008			% Change			2009			2008			% Change
Net sales	$	260,339		$	333,811			(22.0	)	$	777,690		$	1,096,720			(29.1	)
Cost of sales		170,491			208,068			(18.1	)		503,369			677,618			(25.7	)
Selling and administrative expenses		75,291			83,130			(9.4	)		225,161			273,887			(17.8	)
		245,782			291,198			(15.6	)		728,530			951,505			(23.4	)
Operating income		14,557			42,613			(65.8	)		49,160			145,215			(66.1	)
Operating margin		5.6	%		12.8	%					6.3	%		13.2	%
Other income		1,545			138		NM				4,205			440		NM
Interest expense		5,293			6,481			(18.3	)		17,234			20,331			(15.2	)
Other expenses		293			(45	)	NM				1,558			2,141			(27.2	)
Income from continuing operations
before income taxes		10,516			36,315			(71.0	)		34,573			123,183			(71.9	)
Income taxes (benefit)		(373	)		7,079		NM				1,778			24,962			(92.9	)
Income from continuing operations		10,889			29,236			(62.8	)		32,795			98,221			(66.6	)
Loss from discontinued operations, net of taxes		-			(1,413	)	NM				-			(4,513	)	NM
Net income	$	10,889		$	27,823			(60.9	)	$	32,795		$	93,708			(65.0	)
Common Dividends	$	4,357		$	8,725			(50.1	)	$	21,220		$	24,998			(15.1	)
Per common share:
Basic:
Income from continuing operations	$	0.20		$	0.54			(63.0	)	$	0.61		$	1.81			(66.3	)
Loss from discontinued operations, net of taxes		-			(0.03	)	NM				-			(0.08	)	NM
Net income	$	0.20		$	0.51			(60.8	)	$	0.61		$	1.73			(64.7	)
Diluted:
Income from continuing operations	$	0.20		$	0.52			(61.5	)	$	0.61		$	1.73			(64.7	)
Loss from discontinued operations, net of taxes		-			(0.03	)	NM				-			(0.08	)	NM
Net income	$	0.20		$	0.49			(59.2	)	$	0.61		$	1.65			(63.0	)
Dividends	$	0.08		$	0.16			(50.0	)	$	0.40		$	0.46			(13.0	)
Average common shares outstanding:
Basic		54,257,791			54,491,638			(0.4	)		53,462,672			54,305,152			(1.6	)
Diluted		54,563,199			56,336,095			(3.1	)		53,710,453			56,659,318			(5.2	)

NM - Not meaningful

Notes:

1)  Results for 2008 have been adjusted to reflect discontinued operations and the change in the accounting for convertible debt.

2)  2009 third quarter Other income included a pretax $1,486 gain on the purchase of certain convertible notes and income taxes included the related tax expense

     of $564.

3)  2009 year-to-date Other income included a pretax $3,773 gain on the purchase of certain convertible notes and income taxes included the related tax expense

     of $1,431.

4)  2008 year-to-date Other expenses included a pretax $1,241 transaction loss on the sale of Spectrum Plastics and income taxes included the related tax benefit

     of $395.

Barnes Group Inc. / 5

BARNES GROUP INC.
OPERATIONS BY REPORTABLE BUSINESS SEGMENT
(Dollars in thousands)
Unaudited
	Three months ended September 30,									Nine months ended September 30,
	2009			2008			% Change			2009			2008			% Change
Net Sales
Logistics and Manufacturing Services	$	131,309		$	168,742			(22.2	)	$	410,546		$	545,778			(24.8	)
Precision Components		130,041			168,409			(22.8	)		371,560			561,197			(33.8	)
Intersegment sales		(1,011	)		(3,340	)		69.7			(4,416	)		(10,255	)		56.9
Total net sales	$	260,339		$	333,811			(22.0	)	$	777,690		$	1,096,720			(29.1	)
Operating profit
Logistics and Manufacturing Services	$	11,871		$	23,467			(49.4	)	$	38,777		$	73,702			(47.4	)
Precision Components		2,686			19,146			(86.0	)		10,383			71,482			(85.5	)
Total operating profit		14,557			42,613			(65.8	)		49,160			145,184			(66.1	)
Interest income		54			137			(60.6	)		371			414			(10.4	)
Interest expense		(5,293	)		(6,481	)		(18.3	)		(17,234	)		(20,331	)		(15.2	)
Other income (expense), net		1,198			46		NM				2,276			(2,084	)	NM
Income from continuing operations
before income taxes	$	10,516		$	36,315			(71.0	)	$	34,573		$	123,183			(71.9	)

NM - Not meaningful

Notes:

1)  Results for 2008 have been adjusted to reflect discontinued operations, the segment realignment and the change in the accounting for convertible debt.

2)  2009 third quarter Other income (expense), net included a $1,486 gain on the purchase of certain convertible debt.

3)  2009 year-to-date Other income (expense), net included a $3,773 gain on the purchase of certain convertible debt.

4)  2008 year-to-date Other income (expense), net included a $1,241 transaction loss on the sale of Spectrum Plastics.

Barnes Group Inc. / 6

BARNES GROUP INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
Unaudited
	September 30, 2009		December 31, 2008
Assets
Current assets
Cash and cash equivalents	$	14,221	$	20,958
Accounts receivable		164,850		173,215
Inventories		193,533		240,805
Deferred income taxes		25,804		27,650
Prepaid expenses and other current assets		13,336		14,881
Total current assets		411,744		477,509
Deferred income taxes		35,472		31,133
Property, plant and equipment, net		234,820		235,035
Goodwill		375,383		361,930
Other intangible assets, net		307,384		316,817
Other assets		13,685		12,931
Total assets	$	1,378,488	$	1,435,355
Liabilities and Stockholders' Equity
Current liabilities
Notes and overdrafts payable	$	4,212	$	8,905
Accounts payable		85,980		80,495
Accrued liabilities		79,828		84,372
Long-term debt - current		19,181		15,386
Total current liabilities		189,201		189,158
Long-term debt		337,334		441,670
Accrued retirement benefits		140,403		164,796
Other liabilities		41,525		41,156
Stockholders' equity		670,025		598,575
Total liabilities and stockholders' equity	$	1,378,488	$	1,435,355

Notes:

1)  Amounts for 2008 have been adjusted to reflect the change in the accounting for convertible debt.

Barnes Group Inc. / 7

BARNES GROUP INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Unaudited
	Nine months ended September 30,
	2009			2008
Operating activities:
Net income	$	32,795		$	93,708
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		38,558			39,675
Loss (gain) on disposition of property, plant and equipment		813			(218	)
Gain on repurchase of convertible notes		(3,773	)		-
Non-cash stock compensation expense		3,279			5,218
Withholding taxes paid on stock issuances		(610	)		(2,568	)
Loss on the sale of Spectrum Plastics		-			846
Changes in assets and liabilities, net of the effects of acquisitions:
Accounts receivable		14,260			(10,448	)
Inventories		50,757			(254	)
Prepaid expenses		4,378			(2,853	)
Accounts payable		4,615			(27,023	)
Accrued liabilities		(3,054	)		(19,586	)
Deferred income taxes		(2,741	)		9,167
Long-term retirement benefits		(16,503	)		(6,800	)
Other		2,962			4,322
Net cash provided by operating activities		125,736			83,186
Investing activities:
Proceeds from disposition of property, plant and equipment		981			703
Proceeds from the sale of Spectrum Plastics, net		-			5,127
Capital expenditures		(24,847	)		(41,982	)
Business acquisitions, net of cash acquired		-			47
Revenue Sharing Program payments		-			(57,500	)
Other		(1,737	)		(2,105	)
Net cash used by investing activities		(25,603	)		(95,710	)
Financing activities:
Net change in other borrowings		(4,861	)		(5,249	)
Payments on long-term debt		(181,242	)		(197,770	)
Proceeds from the issuance of long-term debt		94,900			242,100
Proceeds from the issuance of common stock		5,621			4,944
Common stock repurchases		(314	)		(1,791	)
Dividends paid		(21,220	)		(24,998	)
Excess tax benefit on stock awards		-			1,743
Other		(797	)		(104	)
Net cash provided (used) by financing activities		(107,913	)		18,875
Effect of exchange rate changes on cash flows		1,043			(1,333	)
Increase (decrease) in cash and cash equivalents		(6,737	)		5,018
Cash and cash equivalents at beginning of period		20,958			20,600
Cash and cash equivalents at end of period	$	14,221		$	25,618

Notes:

1)  Results for 2008 have been adjusted to reflect the change in the accounting for convertible debt.