ADDING and REPLACING Barnes Group Inc. Announces Second Quarter 2006 Financial Results

The corrected release reads:

BARNES GROUP INC. ANNOUNCES SECOND QUARTER 2006 FINANCIAL RESULTS

-- Net sales rise 10 percent to a record $309 million

-- Operating income increases 31 percent to $28.7 million

-- Net income up 28 percent from adjusted second quarter 2005 results, with comparable diluted EPS up 17 percent

-- Full-year net income guidance maintained at $1.28 - $1.33 per diluted share

Barnes Group Inc. (NYSE: B) today announced financial results forthe quarter ended June 30, 2006. Net sales for the second quarter were$308.9 million, up 10 percent from $280.5 million in the secondquarter of 2005. Operating income increased 31 percent to $28.7million in the second quarter 2006, from $22.0 million in the secondquarter in the prior year.

Net income for the second quarter 2006 was $18.0 million, or $0.34per diluted share, compared to $17.6 million, or $0.36 per dilutedshared in the second quarter of 2005. Adjusted second quarter 2005 netincome was $14.1 million, or $0.29 per diluted share. The adjustedsecond quarter 2005 results excluded an after-tax gain ofapproximately $4.0 million, or $0.08 per diluted share, on the sale ofa joint venture interest and included approximately $0.01 per dilutedshare for the Singapore tax benefit reclassification realized in thethird quarter of 2005.

References in this release to adjusted net income and adjusted netincome per diluted share are non-GAAP financial measures and aredetailed on the non-GAAP financial reconciliations at the end of thepress release.

"Barnes Group's second quarter results include double-digit topline growth, with record sales in excess of $300 million, and strongresults in operating income and net income," said Edmund M. Carpenter,President and Chief Executive Officer, Barnes Group Inc. "Theseresults highlight the fundamental operating strength of our combinedbusinesses and our demonstrated ability to achieve our objective ofbalanced, sustainable, profitable growth.

"Based on the strong results of the first two quarters and currentmarket conditions, we are maintaining our full-year 2006 estimate ofdiluted earnings per share at $1.28 - $1.33," Carpenter continued.

William C. Denninger, Barnes Group Inc.'s Senior Vice President,Finance and Chief Financial Officer, commented, "Barnes Group hadanother solid quarter even though results were adversely affected byapproximately $0.01 per diluted share from the impact of the HeinzHanggi acquisition, including the effects of purchase accounting andadditional shares issued. Earnings per share were also impacted byapproximately $0.01 due to an increase in average diluted sharesrelated to employee stock plans.

"A key accomplishment in the quarter was the new credit facilitywhich increased our borrowing capacity, providing additionalflexibility to execute our strategic growth initiatives," continuedDenninger.

Sales at Barnes Distribution were $125.5 million in the secondquarter of 2006, up 11 percent from $113.3 million in the same quarterlast year. Driving sales growth were increases in Barnes DistributionNorth America, up 6 percent, as a result of increases in CorporateAccounts, up 11 percent, and Tier II, up 33 percent, along withincreased selling prices. In addition, Barnes Distribution Europe andBarnes Distribution Raymond, up 39 percent and 32 percent,respectively, were bolstered by the Toolcom and SPD acquisitions whichadded $6.3 million in sales in the second quarter.

Operating profit at Barnes Distribution in the second quarter 2006increased 51 percent to $8.9 million, up from $5.9 million in thesecond quarter of 2005. Driving the strong improvement in operatingprofits were higher sales volume and improved gross margins as aresult of higher selling prices, operational improvements and costsavings.

"Barnes Distribution continues its strategic focus on sustainablesales growth and improvements to operations," said Idelle K. Wolf,President, Barnes Distribution. "We are committed to optimizingoperational efficiencies throughout the organization for enhancedprofitability."

Barnes Distribution recently announced its agreement to acquireKENT. This acquisition will enlarge Barnes Distribution's footprint inEurope and will complement the Toolcom acquisition made last year.

Sales at Associated Spring were $112.1 million in the secondquarter of 2006, up slightly from $111.5 million in the year-agoperiod. Included in this sales increase was $4.6 million from theacquisition of Heinz Hanggi AG of Switzerland and a $1.4 millionfavorable impact from foreign exchange. Sales by the traditionalspring business were up approximately 3 percent on increased demand inthe heavy- duty truck and telecommunications markets, while sales inspecialty operations decreased 2 percent.

Operating profit at Associated Spring was $9.2 million for thesecond quarter 2006, down from $9.9 million in the second quarter of2005. Operating profit for the quarter was negatively impactedprimarily by lower sales volume in specialty operations, offset inpart by lower compensation costs.

"The improvement in the traditional spring business is beingdriven by focused efforts in the pricing of products, raw materialcosts and labor issues, and we remain committed to furtheringoperational improvements," said Gregory F. Milzcik, Executive VicePresident and Chief Operating Officer, Barnes Group Inc. "Growthwithin specialty operations is expected in the second half based uponan in-depth review of end markets and customers."

Effective July 1, 2006, Jerry W. Burris was appointed President,Associated Spring. Mr. Burris succeeds Gregory F. Milzcik, who wasnamed Executive Vice President and Chief Operating Officer of theCompany in February.

"We are excited to have Jerry Burris lead Associated Spring. Jerrycomes to Barnes Group with more than 20 years of experience inpositions with increasing responsibility in sales, marketing, andproduct management. His strong background and leadership abilitieswill enable him to continue to address the operational priorities ofAssociated Spring and drive profitable growth," added Milzcik.

Sales at Barnes Aerospace were a record $73.9 million for thequarter ended June 30, 2006, up 27 percent from $58.3 million in thesame period a year ago, as OEM sales were up 17 percent andaftermarket sales grew 58 percent.

Barnes Aerospace generated record orders of $124.6 million in thesecond quarter, up 66 percent from $74.8 million in the year-agoperiod. Commercial orders were $85.7 million, military orders were$15.2 million and industrial gas turbine orders were $0.6 million inthe quarter end June 30, 2006. Order backlog was $325.8 million, up 33percent from a year ago, and up 19 percent from March 31, 2006.

Barnes Aerospace's operating profit was $10.6 million in thesecond quarter 2006, up 68 percent from $6.3 million in the secondquarter 2005. Positively impacting operating profit were the highersales volume and an increased percentage in higher margin aftermarketactivity.

"Barnes Aerospace continues to realize strong growth in its OEMand aftermarket businesses with record sales and operating profit forthe quarter," said Patrick J. Dempsey, President, Barnes Aerospace."We are focused on pursuing our balanced portfolio strategy withstrategic programs for continued profitable growth."

Barnes Aerospace recently announced two new alliances which willstrengthen and diversify the business. Barnes Aerospace entered intoan agreement with Goodrich to manufacture nozzle components for bothengine applications that power the Boeing 787 - the General ElectricGEnx and the Rolls Royce Trent 1000. Two additional engine platforms,the Rolls Royce Trent 700 and the International Aero Engines V2500,are also included in this agreement. Barnes Aerospace also expanded itpresence in the aftermarket by entering into its ninth aftermarket RSP(Revenue Sharing Program) with General Electric Company.

For the first six months of 2006, Barnes Group's net sales were$608.8, up 10 percent from $554.3 million in the first half of 2005.Net income increased 26 percent to $36.5 million, or $0.70 per dilutedshare, for the six months ended June 30, 2006, from $29.1 million, or$0.60 per diluted share in the comparable period in 2005. Net incomefor the six months ended June 30, 2006 increased 40 percent to $36.5million, or $0.70 per diluted share, from an adjusted $26.1 million or$0.54 for the six months ended June 30, 2005.

Barnes Group will conduct a conference call with investors todiscuss second quarter results at 2:00 p.m. ET today. A web cast ofthe live call, supporting materials and an archived replay will beavailable on the Barnes Group investor relations link atwww.barnesgroupinc.com.

Barnes Group Inc. (www.barnesgroupinc.com) is a diversifiedinternational manufacturer of precision metal components andassemblies and a distributor of industrial supplies, serving a widerange of markets and customers. Founded in 1857 and headquartered inBristol, Connecticut, Barnes Group consists of three businesses with2005 sales of $1.1 billion: Barnes Distribution, an international,full-service distributor of maintenance, repair, operating, andproduction supplies; Associated Spring, one of the world's largestmanufacturers of precision mechanical and nitrogen gas products and aglobal supplier of retaining rings, reed valves, shock discs, andinjection-molded plastic components and assemblies; and BarnesAerospace, a manufacturer and repairer of highly engineered assembliesand components of aircraft engines, airframes, and land-basedindustrial gas turbines. Over 6,000 dedicated employees at more than60 locations worldwide contribute to Barnes Group Inc.'s success. TheCompany has paid cash dividends to stockholders on a continuous basissince 1934.

This release may contain certain forward-looking statements asdefined in the Private Securities Litigation and Reform Act of 1995.These forward-looking statements are subject to risks anduncertainties that may cause actual results to differ materially fromthose expressed in the forward-looking statements. The risks anduncertainties, which are described in our periodic filings with theSecurities and Exchange Commission, include, among others,uncertainties arising from the behavior of financial markets; futurefinancial performance of the industries or customers that we serve;changes in market demand for our products and services; integration ofacquired businesses; changes in raw material prices and availability;our dependence upon revenues and earnings from a small number ofsignificant customers; uninsured claims; and numerous other matters ofglobal, 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-lookingstatements.
BARNES GROUP INC.
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
Unaudited

Three months ended June 30,

%
2006 2005 Change
As Restated
(1)

Net sales $308,927 $280,520 10

Cost of sales 198,370 178,754 11
Selling and administrative
expenses 81,839 79,811 3
---------- ----------
280,209 258,565 8
---------- ----------
Operating income 28,718 21,955 31

Operating margin 9.3 % 7.8 %

Other income (note 2) 582 9,270 (94)

Interest expense 5,751 4,338 33
Other expenses (190) 173 NM
---------- ----------
Income before income taxes 23,739 26,714 (11)

Income taxes 5,721 9,158 (38)
---------- ----------
Net income $ 18,018 $ 17,556 3
========== ==========
Per common share: (note 3)
Net income:
Basic $ 0.36 $ 0.37 (3)
Diluted 0.34 0.36 (6)
Dividends 0.125 0.100 25

Average common shares
outstanding: (note 3)
Basic 50,401,132 46,979,402 7
Diluted 52,925,307 48,722,700 9


Six months ended June 30,

%
2006 2005 Change

As Restated
(1)

Net sales $608,778 $554,250 10

Cost of sales 389,003 354,502 10
Selling and administrative
expenses 162,950 158,770 3
---------- ----------
551,953 513,272 8
---------- ----------

Operating income 56,825 40,978 39

Operating margin 9.3 % 7.4 %

Other income (note 2) 877 9,532 (91)

Interest expense 10,138 8,505 19
Other expenses 385 542 (29)
---------- ----------
Income before income taxes 47,179 41,463 14

Income taxes 10,699 12,403 (14)
---------- ----------
Net income $ 36,480 $ 29,060 26
========== ==========

Per common share: (note 3)
Net income:
Basic $ 0.74 $ 0.62 19
Diluted 0.70 0.60 17
Dividends 0.235 0.200 18

Average common shares
outstanding: (note 3)
Basic 49,334,094 46,790,958 5
Diluted 51,846,565 48,279,574 7

NM- not meaningful

Footnote:

(1) Restated to reflect the change in accounting for stock-based
compensation in accordance with SFAS 123R.

(2) Other income in 2005 includes the $8,892 gain ($4,030 after tax,
or $0.08 diluted EPS) on the April sale of the NASCO investment.

(3) Restated to reflect the two for one stock split in June 2006.

BARNES GROUP INC.
OPERATIONS BY REPORTABLE BUSINESS SEGMENT
(Dollars in thousands)
Unaudited

Three months ended June 30,
%
2006 2005 Change

As
Restated
(1)
Net Sales

Barnes Distribution $125,507 $113,329 11

Associated Spring 112,118 111,494 1

Barnes Aerospace 73,920 58,283 27

Intersegment sales (2,618) (2,586) (1)
--------- ---------
Total net sales $308,927 $280,520 10
========= =========
Operating profit (1)

Barnes Distribution $ 8,871 $ 5,858 51

Associated Spring 9,213 9,941 (7)

Barnes Aerospace 10,622 6,315 68
--------- ---------
Total operating profit 28,706 22,114 30

Interest income 322 290 11

Interest expense (5,751) (4,338) 33

Other net income (expense) (2) 462 8,648 NM
--------- ---------
Income before income taxes $ 23,739 $ 26,714 (11)
========= =========


Six months ended June 30,

%
2006 2005 Change
As
Restated
(1)
Net Sales
Barnes Distribution $249,899 $226,947 10

Associated Spring 223,108 221,034 1

Barnes Aerospace 140,863 111,936 26

Intersegment sales (5,092) (5,667) 10
--------- ---------
Total net sales $608,778 $554,250 10
========= =========

Operating profit (1)

Barnes Distribution $ 17,824 $ 11,018 62

Associated Spring 19,843 18,560 7

Barnes Aerospace 19,168 11,559 66
--------- ---------
Total operating profit 56,835 41,137 38

Interest income 562 434 30

Interest expense (10,138) (8,505) 19

Other net income (expense) (2) (80) 8,397 NM
--------- ---------
Income before income taxes $ 47,179 $ 41,463 14
========= =========

NM- not meaningful

Footnote:

(1) Restated to reflect the change in accounting for stock-based
compensation in accordance with SFAS 123R.

(2) Other income in 2005 includes the $8,892 gain on the April sale of
the NASCO investment.

BARNES GROUP INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
Unaudited

June 30, June 30,
2006 2005

As
Restated
(1)
Assets
Current assets
Cash and cash equivalents $ 37,576 $ 32,258
Accounts receivable 183,368 163,127
Inventories 174,466 149,233
Deferred income taxes 21,671 23,383
Prepaid expenses 15,482 14,841
---------- --------
Total current assets 432,563 382,842

Deferred income taxes 21,730 19,846
Property, plant and equipment, net 244,307 157,352
Goodwill 291,631 223,051
Other intangible assets, net 217,519 141,651
Other assets 50,307 44,075
---------- --------
Total assets $1,258,057 $968,817
========== ========
Liabilities and Stockholders' Equity
Current liabilities
Notes payable $ --- $ 2,000
Accounts payable 144,411 138,174
Accrued liabilities 87,472 77,083
Long-term debt-current 21,060 9,214
---------- --------
Total current liabilities 252,943 226,471

Long-term debt 386,446 258,742
Accrued retirement benefits 89,195 84,825
Other liabilities 39,562 17,139

Stockholders' equity 489,911 381,640
---------- --------
Total liabilities and stockholders' equity $1,258,057 $968,817
========== ========
Footnote:

(1) Periods prior to 1/1/06 restated to reflect the change in
accounting for stock-based compensation in accordance with SFAS
123R.




BARNES GROUP INC.
NON-GAAP FINANCIAL MEASURE RECONCILIATION
(Dollars in thousands, except per share data)
Unaudited

Following is a reconciliation of results with certain adjustments to
the Company's reported results:

Year ended December 31, 2005
--------------------------------------
As restated Adjustments As adjusted
------------ ----------- -----------
(note 1)
Net sales
Barnes Distribution $ 453,754 $453,754
Associated Spring 422,403 422,403
Barnes Aerospace 235,420 235,420
Intersegment sales (9,403) (9,403)
------------ ----------- -----------

Total net sales $ 1,102,174 $1,102,174
============ =========== ===========

Operating profit
Barnes Distribution (note 2) $ 22,566 $ (1,814) $20,752
5.0% 4.6%
Associated Spring 28,576 28,576
6.8% 6.8%
Barnes Aerospace 25,497 25,497
10.8% 10.8%
------------ ----------- -----------

Total operating profit $ 76,639 $ (1,814) $74,825
============ =========== ===========

Consolidated results:
Net sales $ 1,102,174 $1,102,174

Cost of sales (note 2) 705,488 $ 1,814 707,302
Selling and administrative
expenses 320,301 320,301
------------ ----------- -----------
1,025,789 1,814 1,027,603
------------ ----------- -----------

Operating income 76,385 (1,814) 74,571

Operating margin 6.9% 6.8%

Other income (note 4) 10,449 (8,892) 1,557
Interest expense 17,551 17,551
Other expenses 1,132 1,132
------------ ----------- -----------

Income before income taxes 68,151 (10,706) 57,445

Income taxes (notes 2, 3 and 4) 13,609 (4,062) 9,547
------------ ----------- -----------

Income before cumulative effect
of a change in accounting
principle 54,542 (6,644) 47,898

Cumulative effect of a change in
accounting principle, net of
income taxes of $190 (note 5) (391) 391 -
------------ ----------- -----------

Net income $ 54,151 $ (6,253) $47,898
============ =========== ===========

Net income per common share -
diluted $ 1.10 $ (0.12) $0.98
============ =========== ===========

Footnote:
---------

(1) Periods prior to January 1, 2006 have been restated to reflect the
change in accounting for stock-based compensation in accordance
with SFAS No. 123R. All per-share amounts have been restated to
reflect the effect of the 2-for-1 stock split in the second
quarter of 2006.

The Company has presented certain financial measurements,
excluding certain discrete items. These discrete items include:

(2) As part of management's ongoing internal control assessment,
during the third quarter of 2005, the Company identified and
recorded an adjustment to accounts payable and cost of sales at
Barnes Distribution. The Company determined that cost of sales was
overstated in prior periods due to inaccuracies in recording
inventory receipts from 2000 through 2005. This overstatement was
corrected in the third quarter of 2005 as a reduction to cost of
sales of $1,814. The after-tax effect of this adjustment was
$1,141, or $0.02 per diluted share. Management concluded that such
corrections were immaterial, both quantitatively and
qualitatively, to the 2005 financial statements and to the
previously reported results of the prior years to which they
relate.

(3) During the third quarter of 2005, the Company was granted Pioneer
tax status in Singapore and recorded retroactive tax benefits of
which $1,473, or $0.03 per diluted share, related to periods prior
to January 1, 2005.

(4) During the second quarter of 2005, the Company sold its 45 percent
interest in NHK-Associated Spring Suspension Components Inc.
("NASCO"), resulting in a pre-tax gain of $8,892 and an after-tax
gain of $4,030, or $0.08 per diluted share.

(5) In the fourth quarter of 2005, the Company adopted FIN No. 47
"Accounting for Conditional Asset Retirement Obligations"
resulting in a charge of $391, net of taxes, or $0.01 per diluted
share.

These adjustments represent discrete items and an out-of-period
adjustment. Management believes that providing results, excluding
these items, is useful to investors when comparing year-over-year
results of operations. Management does not intend results
excluding these 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 operating performance. Accordingly, the
measurements have limitations depending on their use.



BARNES GROUP INC.
NON-GAAP FINANCIAL MEASURE RECONCILIATION
(Dollars in thousands, except per share data)
Unaudited

Following is a reconciliation of results with certain
adjustments to the Company's reported results:

Three months ended Six months ended
June 30, 2005 June 30, 2005
----------------------------- ----------------------------
As Adjust- As As Adjust- As
restated ments adjusted restated ments adjusted
---------- -------- --------- --------- -------- ---------
Consol- (note 1) (note 1)
idated
results:
Net sales $280,520 $ $280,520 $554,250 $ $554,250

Cost of
sales 178,754 178,754 354,502 354,502
Selling and
admini-
strative
expenses 79,811 79,811 158,770 158,770
---------- -------- --------- --------- -------- ---------
258,565 258,565 513,272 513,272
---------- -------- --------- --------- -------- ---------

Operating
income 21,955 21,955 40,978 40,978
Operating
margin 7.8% 7.8% 7.4% 7.4%

Other
income
(note 2) 9,270 (8,892) 378 9,532 (8,892) 640
Interest
expense 4,338 4,338 8,505 8,505
Other
expenses 173 173 542 542
---------- -------- --------- --------- -------- ---------

Income
before
income
taxes 26,714 (8,892) 17,822 41,463 (8,892) 32,571

Income
taxes
(notes 2
and 3) 9,158 (5,421) 3,737 12,403 (5,942) 6,461
---------- -------- --------- --------- -------- ---------

Net income $ 17,556 $(3,471) $ 14,085 $ 29,060 $(2,950) $ 26,110
========== ======== ========= ========= ======== =========

Net income
per common
share -
diluted $ 0.36 $ (0.07) $ 0.29 $ 0.60 $ (0.06) $ 0.54
========== ======== ========= ========= ======== =========

Footnote:
-----------

(1) Periods prior to January 1, 2006 have been restated to reflect the
change in accounting for stock-based compensation in accordance
with SFAS No. 123R. All per-share amounts have been restated to
reflect the effect of the 2-for-1 stock split in the second
quarter of 2006.

The Company has presented certain financial measurements,
excluding certain discrete items. These discrete items include:

(2) During the second quarter of 2005, the Company sold its 45 percent
interest in NHK-Associated Spring Suspension Components Inc.
("NASCO"), resulting in a pre-tax gain of $8,892 and an after-tax
gain of $4,030, or $0.08 per diluted share.

(3) During the third quarter of 2005, the Company was granted Pioneer
tax status in Singapore and recorded retroactive tax benefits of
which $559, or $0.01 per diluted share, related to the three
months ended June 30, 2006 and $1,080, or $0.02 per diluted share,
related to the six months ended June 30, 2006.

These adjustments represent a discrete item and an out-of-period
adjustment. Management believes that providing results, excluding
these items, is useful to investors when comparing year-over-year
results of operations. Management does not intend results
excluding these 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 operating performance. Accordingly, the
measurements have limitations depending on their use.




BARNES GROUP INC.
NON-GAAP FINANCIAL MEASURE RECONCILIATION
(Dollars in thousands, except per share data)
Unaudited

Following is a reconciliation of results with certain
adjustments to the Company's reported results:

Three months ended
March June September December Full
31, 30, 30, 31, year
2005 2005 2005 2005 2005
------- ------- --------- -------- ------

Net income per common share
- diluted, as restated
(note 1) $0.24 $0.36 $0.31 $0.19 $1.10

Cumulative effect of change
in accounting principle
(note 2) - - - 0.01 0.01
Accounts payable adjustment
(note 3) - - (0.02) - (0.02)
Singapore tax benefit -
prior year (note 4) - - (0.03) - (0.03)
Singapore tax benefit -
reclassification (note 4) 0.01 0.01 (0.02) - -
Gain on sale of NASCO (note
5) - (0.08) - (0.08)
------- ------- --------- -------- ------
Net income per common share
- diluted, excluding
cumulative effect of change
in accounting principle and
adjustments $0.25 $0.29 $0.24 $0.20 $0.98
======= ======= ========= ======== ======

Footnote:
---------

(1) Periods prior to January 1, 2006 have been restated to reflect the
change in accounting for stock-based compensation in accordance
with SFAS No. 123R. All per-share amounts have been restated to
reflect the effect of the 2-for-1 stock split in the second
quarter of 2006.

The Company has presented certain per share financial
measurements, excluding the cumulative effect of a change in
accounting principle, a positive adjustment related to accounts
payable, certain retroactive tax benefits and the gain on the sale
of NASCO as follows:


(2) In the fourth quarter of 2005, the Company adopted FIN No. 47
"Accounting for Conditional Asset Retirement Obligations"
resulting in a charge of $391, or $0.01 per diluted share, net of
taxes.

(3) As part of management's ongoing internal control assessment,
during the third quarter of 2005, the Company identified and
recorded an adjustment to accounts payable and cost of sales at
Barnes Distribution. The Company determined that cost of sales was
overstated in prior periods due to inaccuracies in recording
inventory receipts from 2000 through 2005. This overstatement was
corrected in the third quarter of 2005 as a reduction to cost of
sales of $1,814. The after-tax effect of this adjustment was
$1,141, or $0.02 per diluted share. Management concluded that such
corrections were immaterial, both quantitatively and
qualitatively, to the 2005 financial statements and to the
previously reported results of the prior years to which they
relate.

(4) During the third quarter of 2005, the Company was granted Pioneer
tax status in Singapore and recorded retroactive tax benefits of
$2,553 of which $1,473, or $0.03 per diluted share, related to
periods prior to January 1, 2005 and $1,080, or $0.02 per diluted
share, related to the first half of 2005 ($0.01 in each of the
first and second quarters of 2005).

(5) During the second quarter of 2005, the Company sold its 45 percent
interest in NHK-Associated Spring Suspension Components Inc.
("NASCO"), resulting in a pre-tax gain of $8,892 and an after-tax
gain of $4,030, or $0.08 per diluted share.

These adjustments represent out-of-period or discrete items and
management believes that providing results excluding these items
is useful to investors. 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 operating performance. Accordingly, the
measurements have limitations depending on their use.