Barnes Group Completes the Sale of Its Barnes Distribution North America Business, Provides Supplement with 2008 to 2012

  Barnes Group Completes the Sale of Its Barnes Distribution North America
  Business, Provides Supplement with 2008 to 2012 Financial Results Adjusted
  for Discontinued Operations and Segment Realignment, Updates 2013 Full-Year
  Guidance

Business Wire

BRISTOL, Conn. -- April 22, 2013

Barnes Group Inc. (NYSE: B), an international aerospace and industrial
manufacturer and service provider, today announced that it has completed the
sale of its Barnes Distribution North America business to MSC Industrial
Direct Co., Inc. in a cash transaction for approximately $550 million.
After-tax proceeds from the sale of approximately $400 million will be
utilized to reduce debt, buyback common shares, invest in profitable growth
initiatives including potential acquisitions, and for general corporate
purposes.

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

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

Baird served as the exclusive financial advisor to Barnes Group Inc. on the
sale of BDNA. McDermott Will & Emery acted as outside legal counsel on the
transaction.

Publishes Financial Supplement of Adjusted Financials for 2008 to 2012

The Company today published a supplement of adjusted historical financial
results reflecting the move of BDNA to discontinued operations and the
re-segmentation of the business into two reportable segments: Aerospace and
Industrial.

As addressed in the Company’s fourth quarter and full-year 2012 earnings
release on February 22, 2013, Barnes Group will report BDNA as discontinued
operations beginning with the first quarter of 2013. BDNA’s financial results
had been reported within the Company’s Distribution segment. In addition, the
remaining business within the Distribution segment, Associated Spring Raymond,
has been realigned into the Company’s Industrial segment.

The supplement has been compiled to provide financial results for 2008 to 2012
in a comparable manner to how current results of operations will be reported
and is available on the investor relations, webcasts and presentations section
of the Company’s website at www.bginc.com.

Updates 2013 Full-Year Outlook and US Tax Court Decision

In addition, Barnes Group today updates its 2013 full-year guidance to include
the impacts of the completed sale of BDNA and the Company’s previously
announced CEO transition.

Barnes Group now expects 2013 revenue from continuing operations to grow 17%
to 20% from 2012. GAAP earnings per diluted share from continuing operations
are anticipated to be in the range of $1.71 to $1.86. Excluding $10.5 million
pre-tax, or $0.12 per share, of non-recurring CEO transition costs associated
with the modification of outstanding equity awards to the Company’s former
President & CEO, adjusted operating margins are expected to be approximately
14%. Adjusted earnings per diluted share are anticipated to be in the range of
$1.83 to $1.98, up 20% to 30% from 2012’s adjusted diluted earnings per share
from continuing operations of $1.52.

On April 16, 2013, the U.S. Tax Court rendered an unfavorable decision against
the Company, rejecting the Company’s objections to a $16.5 million tax
adjustment arising out of an IRS audit for the tax years 2000 through 2002 and
imposing penalties. The Company is currently evaluating its options, including
appealing the decision. The Company’s guidance does not include any impact on
expected earnings or cash flow as a result of the court’s decision.

NON-GAAP FINANCIAL MEASURE RECONCILIATION
                                                               
                                   Full-Year 2012     Full-Year 2013 Outlook
                                   Actual
Diluted Income from
Continuing Operations per          $1.44              $1.71     to       $1.86
Share (GAAP)
                                                                         
Synventive short-term
purchase accounting                0.07                         -
adjustments
Synventive acquisition             0.01                         -
transaction costs
CEO transition costs               -                         0.12   
                                                                         
Diluted Income from
Continuing Operations per          $1.52              $1.83   to     $1.98
Share as adjusted (Non-GAAP)
^(1)

^(1) The Company has excluded short-term purchase accounting adjustments and
transaction costs related to its Synventive acquisition in 2012 and CEO
transition costs associated with the modification of outstanding equity awards
in 2013 from its "as adjusted" financial measurements. Management believes
that these adjustments provide the Company and its investors with an
indication of our baseline performance excluding items that are not considered
to be reflective of our ongoing results. Management does not intend results
excluding the adjustments to represent results as defined by GAAP, and the
reader should not consider it as an alternative measurement calculated in
accordance with GAAP, or as an indicator of the Company's performance.
Accordingly, the measurements have limitations depending on their use.

About Barnes Group Inc.

Founded in 1857, Barnes Group Inc. (NYSE: B) is an international aerospace and
industrial manufacturer and service provider, serving a wide range of end
markets and customers. The products and services provided by Barnes Group are
used in far-reaching applications that provide transportation, communication,
manufacturing and technology to the world. Barnes Group’s approximately 3,700
dedicated employees, at more than 60 locations worldwide, are committed to
achieving consistent and sustainable profitable growth. For more information,
visit www.BGInc.com.

Forward-Looking Statements

This release contains certain forward-looking statements as defined in the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
are made based upon management's good faith expectations and beliefs
concerning future developments and their potential effect upon the Company and
can be identified by the use of words such as "anticipated," "believe,"
"expect," "plans," "strategy," "estimate," "project," and other words of
similar meaning in connection with a discussion of future operating or
financial performance. These forward-looking statements do not constitute
guarantees of future performance and are subject to a variety of risks and
uncertainties that may cause actual results to differ materially from those
expressed in the forward-looking statements. The risks and uncertainties
described in our periodic filings with the Securities and Exchange Commission
(“SEC”) include, among others, uncertainties arising from the current or
worsening conditions in financial markets; future financial performance of the
industries or customers that we serve; changes in market demand for our
products and services; inability to realize expected sales or profits from
existing backlog; integration of acquired businesses; restructuring costs or
savings; the impact of the divestiture of the Barnes Distribution North
America business to MSC Industrial Direct Co., Inc.; the impact of the
acquisition in 2012 of the Synventive Molding Solutions business; the impact
of the divestiture in 2011 of our Barnes Distribution Europe businesses; and
any other future strategic actions, including acquisitions, joint ventures,
divestitures, restructurings, or strategic business realignments, and our
ability to achieve the financial and operational targets set in connection
with any such actions; introduction or development of new products or transfer
of work; changes in raw material or product prices and availability; foreign
currency exposure; our dependence upon revenues and earnings from a small
number of significant customers; a major loss of customers; the impact of the
U.S. Tax Court's unfavorable decision related to an IRS audit for the tax
years 2000 through 2002 rendered on April 16, 2013; the outcome of pending and
future claims or litigation or governmental, regulatory proceedings,
investigations, inquiries, and audits; uninsured claims and litigation;
outcome of contingencies; future repurchases of common stock; future levels of
indebtedness; numerous other matters of global, regional or national scale,
including those of a political, economic, business, competitive,
environmental, regulatory and public health nature; and other risks and
uncertainties described more fully in documents filed with or furnished to the
SEC by the Company, including the Management's Discussion and Analysis of
Financial Condition and Results of Operations and Risk Factors sections of the
Company's filings with the SEC. The Company assumes no obligation to update
our forward-looking statements.

Contact:

Barnes Group Inc.
William Pitts
Director, Investor Relations
860-583-7070
 
Press spacebar to pause and continue. Press esc to stop.