B 10-K Annual Report Dec. 31, 2018 | Alphaminr
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B 10-K Fiscal year ended Dec. 31, 2018

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BARNES GROUP INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernancePart IVItem 15. Exhibits, Financial Statement ScheduleItem 16. Form 10-k Summary

Exhibits

2.1* Asset Purchase Agreement dated February 22, 2013 between the Company and MSC Industrial Direct Co., Inc. Incorporated by reference to Exhibit 2.1 to the Companys report on Form 8-K (Commission file number 0001-04801) filed on February 27, 2013. 2.2* Share Purchase and Assignment Agreement dated September 30, 2013 among the Company, two of its subsidiaries, Otto Mnner Holding AG (the "Seller"), and the three shareholders of Seller. Incorporated by reference to Exhibit 2.1 to Form 8-K (Commission file number 0001-04801) filed by the Company on October 4, 2013. 2.3* Sale and Purchase Agreement dated September 19, 2018. Incorporated by reference to Exhibit 2.1 to Form 8-K filed by the Company on September 24, 2018. 3.1 Restated Certificate of Incorporation; Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock; Certificate of Change of Location of registered office and of registered agent, dated December 13, 2002; Certificate of Merger of domestic limited liability company into a domestic company, dated May 19, 2004; Certificate of Amendment of Restated Certificate of Incorporation, dated April 20, 2006; and Certificate of Amendment of Restated Certificate of Incorporation, dated as of May 3, 2013. Incorporated by reference to Exhibit 3.1 to the Companys report on Form 10-Q (Commission file number 0001-04801) for the quarter ended June 30, 2013. 3.2 Amended and Restated By-Laws as of July 28, 2016. Incorporated by reference to Exhibit 3.1 to Form 8-K filed by the Company on July 29, 2016. 10.1 (i) Fifth Amended and Restated Senior Unsecured Revolving Credit Agreement, dated September 27, 2011. Incorporated by reference to Exhibit 4.1 to the Companys report on Form 10-Q (Commission file number 0001-04801) for the quarter ended June 30, 2013. (ii) Amendment No. 2 and Joinder to Credit Agreement dated as of September 27, 2013 (amending Fifth Amended and Restated Senior Unsecured Revolving Credit Agreement, dated as of September 27, 2011). Incorporated by reference to Exhibit 4.1 to the Companys report on Form 10-Q (Commission file number 0001-04801) for the quarter ended September 30, 2013. (iii) Amendment No. 3 to Credit Agreement dated as of October 15, 2014. Incorporated by reference to Exhibit 10.1(iii) to the Companys report on Form 10-K for the year ended December 31, 2014. (iv) Amendment No. 4 to Credit Agreement dated as of February 2, 2017. Incorporated by reference to Exhibit 10.1 to the Companys Report on Form 10-Q for the quarter ended March 31, 2017. (v) Amendment No. 5 to Credit Agreement dated as of October 19, 2018. Incorporated by reference to Exhibit 10.1 to the Companys Report on Form 10-Q for the quarter ended September 30, 2018. 10.2 Note Purchase Agreement, dated as of October 15, 2014, among the Company and New York Life Insurance Company, New York Life Insurance and Annuity Corporation and New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account (BOLI 30C). Incorporated by reference to Exhibit 10.1 to Form 8-K filed by the Company on October 17, 2014. 10.3** (i) Barnes Group Inc. Management Incentive Compensation Plan, amended December 27, 2017. Incorporated by reference to Exhibit 10.3(ii) to the Company's report on Form 10-K for the year ended December 31, 2017. (ii) Barnes Group Inc. Management Incentive Compensation Plan, amended December 28, 2018. Filed with this report. 10.4** (i) Offer Letter between the Company and Patrick Dempsey, dated February 22, 2013. Incorporated by reference to Exhibit 10.3 to the Company's report on Form 10-Q (Commission file number 0001-04801) for the quarter ended March 31, 2013. (ii) Amendment to Offer Letter to Patrick Dempsey, dated January 6, 2015. Incorporated by reference to Exhibit 10.6(ii) to the Companys report on Form 10-K for the year ended December 31, 2014. (iii) Employee Non-Disclosure, Non-Competition, Non-Solicitation and Non-Disparagement Agreement between the Company and Patrick J. Dempsey, dated February 27, 2013. Incorporated by reference to Exhibit 10.4 to the Company's report on Form 10-Q (Commission file number 0001-04801) for the quarter ended March 31, 2013. 10.5** (i) Amendment to Offer Letter to Christopher J. Stephens, Jr., dated June 7, 2013. Incorporated by reference to Exhibit 10.2 to the Company's report on Form 10-Q (Commission file number 0001-04801) for the quarter ended June 30, 2013. (ii) Amendment to Amended Offer Letter to Christopher J. Stephens, Jr., dated February 12, 2014. Incorporated by reference to Exhibit 10.6(ii) to the Companys report on Form 10-K (Commission file number 0001-04801) for the year ended December 31, 2013. 10.6** Offer Letter to Scott A. Mayo, dated January 28, 2014. Incorporated by reference to Exhibit 10.2 to the Company's report on Form 10-Q for the quarter ended March 31, 2014. 10.7** (i) Barnes Group Inc. Retirement Benefit Equalization Plan, as amended and restated effective January 1, 2013. Incorporated by reference to Exhibit 10.9(i) to the Company's report on Form 10-K for the year ended December 31, 2017. (ii) First Amendment to the Barnes Group Inc. Retirement Benefit Equalization Plan dated December 12, 2014. Incorporated by reference to Exhibit 10.9(ii) to the Companys report on Form 10-K for the year ended December 31, 2014. 10.8** (i) Barnes Group Inc. Supplemental Senior Officer Retirement Plan, as amended and restated effective January 1, 2009. Incorporated by reference to Exhibit 10.3 to the Companys report on Form 10-K for the year ended December 31, 2008. (ii) Amendment to the Barnes Group Inc. Supplemental Senior Officer Retirement Plan dated December 30, 2009. Incorporated by reference to Exhibit 10.3(ii) to the Companys report on Form 10-K for the year ended December 31, 2009. (iii) Second Amendment to the Barnes Group Inc. Supplemental Senior Officer Retirement Plan dated December 12, 2014. Incorporated by reference to Exhibit 10.10(iii) to the Companys report on Form 10-K for the year ended December 31, 2014. 10.9** (i) Amended and Restated Supplemental Executive Retirement Plan effective April 1, 2012. Incorporated by reference to Exhibit 10.11(i) to the Companys report on Form 10-K for the year ended December 31, 2016. (ii) Amendment 2013-1 to the Barnes Group Inc. Supplemental Executive Retirement Plan dated July 23, 2013. Incorporated by reference to Exhibit 10.3 to the Companys report on Form 10-Q (Commission file number 0001-04801) for the quarter ended June 30, 2013. (iii) Amendment 2014-1 to the Barnes Group Inc. Supplemental Executive Retirement Plan dated December 12, 2014. Incorporated by reference to Exhibit 10.11(iii) to the Companys report on Form 10-K for the year ended December 31, 2014. 10.10** Barnes Group Inc. Senior Executive Enhanced Life Insurance Program, as amended and restated effective April 1, 2011. Incorporated by reference to Exhibit 10.12 to the Companys report on Form 10-K for the year ended December 31, 2016. 10.11** Barnes Group Inc. Enhanced Life Insurance Program, as amended and restated effective April 1, 2011. Incorporated by reference to Exhibit 10.13 to the Companys report on Form 10-K for the year ended December 31, 2016. 10.12** Barnes Group Inc. Executive Group Term Life Insurance Program effective April 1, 2011. Incorporated by reference to Exhibit 10.14 to the Companys report on Form 10-K for the year ended December 31, 2016. 10.13** Form of Barnes Group Inc. Executive Officer Severance Agreement, as amended March 31, 2010. Incorporated by reference to Exhibit 10.15 to the Companys report on Form 10-K for the year ended December 31, 2016. 10.14** Form of Barnes Group Inc. Executive Officer Severance Agreement, effective February 19, 2014. Incorporated by reference to Exhibit 10.1 to the Company's report on Form 10-Q for the quarter ended March 31, 2014. 10.15** Barnes Group Inc. Executive Separation Pay Plan, as amended and restated effective January 1, 2012. Incorporated by reference to Exhibit 10.17 to the Companys report on Form 10-K for the year ended December 31, 2016. 10.16** (i) Trust Agreement between the Company and Fidelity Management Trust Company (Barnes Group 2009 Deferred Compensation Plan) dated September 1, 2009. Incorporated by reference to Exhibit 10.18(i) to the Companys report on Form 10-K for the year ended December 31, 2016. (ii) Amended and Restated Barnes Group 2009 Deferred Compensation Plan effective as of April 1, 2012. Incorporated by reference to Exhibit 10.18(ii) to the Companys report on Form 10-K for the year ended December 31, 2016. (iii) First Amendment to the Barnes Group 2009 Deferred Compensation Plan dated December 12, 2014. Incorporated by reference to Exhibit 10.18(iii) to the Companys report on Form 10-K for the year ended December 31, 2014. 10.17** Barnes Group Inc. Non-Employee Director Deferred Stock Plan, as amended and restated December 31, 2008. Incorporated by reference to Exhibit 10.19 to the Companys report on Form 10-K for the year ended December 31, 2016. 10.18** Barnes Group Inc. Directors Deferred Compensation Plan, as amended and restated December 31, 2008. Incorporated by reference to Exhibit 10.20 to the Companys report on Form 10-K for the year ended December 31, 2016. 10.19** Barnes Group Inc. Trust Agreement for Specified Plans. Incorporated by reference to Exhibit 10.22 to the Companys report on Form 10-K for the year ended December 31, 2016. 10.20** Form of Incentive Compensation Reimbursement Agreement between the Company and certain Officers. Incorporated by reference to Exhibit 10.23 to the Companys report on Form 10-K for the year ended December 31, 2016. 10.21** Form of Indemnification Agreement between the Company and its Officers and Directors. Incorporated by reference to Exhibit 10.24 to the Companys report on Form 10-K for the year ended December 31, 2016. 10.22** (i) Barnes Group Inc. Stock and Incentive Award Plan, as amended December 31, 2008. Incorporated by reference to Exhibit 10.25(i) to the Companys report on Form 10-K for the year ended December 31, 2016. (ii) Barnes Group Inc. Stock and Incentive Award Plan, as amended March 15, 2010. Incorporated by reference to Exhibit 10.25(ii) to the Companys report on Form 10-K for the year ended December 31, 2016. (iii) Exercise of Authority Relating to the Stock and Incentive Award Plan, dated March 3, 2009. Incorporated by reference to Exhibit 10.25(iii) to the Companys report on Form 10-K for the year ended December 31, 2016. (iv) Amendment 2010-1 approved on December 9, 2010 to the Barnes Group Inc. Stock and Incentive Award Plan as amended March 15, 2010. Incorporated by reference to Exhibit 10.25(iv) to the Companys report on Form 10-K for the year ended December 31, 2016. 10.23** 2014 Barnes Group Inc. Stock and Incentive Award Plan. Incorporated by reference to Annex A to the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 25, 2014. 10.24** Form of Barnes Group Inc. Stock and Incentive Award Plan Restricted Stock Unit Summary of Grant and Restricted Stock Unit Agreement for US Directors dated February 9, 2016 (for non-management directors). Incorporated by reference to Exhibit 10.29 to the Companys report on Form 10-K for the year ended December 31, 2015. 10.25** Form of Barnes Group Inc. Stock and Incentive Award Plan Restricted Stock Unit Summary of Grant and Restricted Stock Unit Agreement for non-US Directors dated October 13, 2016 (for non-management directors). Filed with this report. 10.26** Form of Non-Qualified Stock Option Agreement for Employees in Grade 21 and up, as amended effective December 31, 2008. Incorporated by reference to Exhibit 10.30 to the Companys report on Form 10-K for the year ended December 31, 2016. 10.27** Form of Barnes Group Inc. Stock and Incentive Award Plan Stock Option Summary of Grant and Stock Option Agreement for Employees in Grade 21 and up dated as of February 8, 2011. Incorporated by reference to Exhibit 10.3 to the Companys report on Form 10-Q (Commission file number 001-04801) for the quarter ended March 31, 2011. 10.28** Form of Barnes Group Inc. Stock and Incentive Award Plan Stock Option Summary of Grant and Stock Option Agreement for Employees in Grade 21 and up dated May 9, 2014. Incorporated by reference to Exhibit 10.4 to the Companys report on Form 10-Q for the quarter ended June 30, 2014. 10.29** Form of Barnes Group Inc. Stock and Incentive Award Plan Stock Option Summary of Grant and Stock Option Agreement for Employees in Grade 21 and up dated February 9, 2016. Incorporated by reference to Exhibit 10.33 to the Companys report on Form 10-K for the year ended December 31, 2015. 10.30** Form of Barnes Group Inc. Stock and Incentive Award Plan Restricted Stock Unit Summary of Grant for Employees and Restricted Stock Unit Agreement dated February 8, 2012. Incorporated by reference to Exhibit 10.35 to the Companys report on Form 10-K for the year ended December 31, 2016. 10.31** Form of Barnes Group Inc. Stock and Incentive Award Plan Restricted Stock Unit Summary of Grant for Employees and Restricted Stock Unit Agreement dated January 10, 2016. Incorporated by reference to Exhibit 10.37 to the Companys report on Form 10-K for the year ended December 31, 2015. 10.32** Form of Barnes Group Inc. Stock and Incentive Award Plan Restricted Stock Unit Summary of Grant for Employees and Restricted Stock Unit Agreement dated February 9, 2016. Filed with this report. 10.33** Form of Barnes Group Inc. Stock and Incentive Award Plan Performance Share Award Summary of Grant and Performance Share Award Agreement for Officers and Other Individuals as Designated by the Compensation and Management Development Committee dated as of February 9, 2016. Incorporated by reference to Exhibit 10.42 to the Companys report on Form 10-K for the year ended December 31, 2015. 10.34** Form of Barnes Group Inc. Stock and Incentive Award Plan Performance Share Award Summary of Grant and Performance Share Award Agreement for Officers and Other Individuals as Designated by the Compensation and Management Development Committee dated as of February 8, 2018. Incorporated by reference to Exhibit 10.41(ii) to the Company's report on Form 10-K for the year ended December 31, 2017. 10.35** Form of Barnes Group Inc. Stock and Incentive Award Plan Performance Share Award Summary of Grant and Performance Share Award Agreement for Officers and Other Individuals as Designated by the Compensation and Management Development Committee dated as of February 13, 2019. Filed with this report. 10.36** Performance-Linked Bonus Plan for Selected Executive Officers approved by Shareholders on May 6, 2016. Incorporated by reference to Exhibit 10.42 to the Companys report on Form 10-K for the year ended December 31, 2016. 10.37** Offer Letter to Michael A. Beck, dated January 28, 2016. Incorporated by reference to Exhibit 10.1 to the Companys report on Form 10-Q for the quarter ended March 31, 2016 10.38** Offer Letter to Peter Gutermann, dated November 29, 2017. Incorporated by reference to Exhibit 10.44 to the Company's report on Form 10-K for the year ended December 31, 2017. 10.39** Offer Letter to Patrick T. Hurley, dated January 4, 2019. Filed with this report. 21 List of Subsidiaries. Filed with this report. 23 Consent of Independent Registered Public Accounting Firm. Filed with this report. 31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed with this report. 31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed with this report. 32 Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished with this report.