10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

    x     QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

OR

    ¨     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from          to         

Commission File Number 1-898

AMPCO-PITTSBURGH CORPORATION

Pennsylvania	25-1117717
(State of Incorporation)	(I.R.S. Employer Identification No.)

600 Grant Street, Suite 4600

Pittsburgh, Pennsylvania 15219

(Address of principal executive offices)

(412)456-4400

(Registrant’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

On August 3, 2012, 10,342,756 common shares were outstanding.

AMPCO-PITTSBURGH CORPORATION

INDEX

			Page No.
Part I – Financial Information:
	Item 1 –	Financial Statements (Unaudited)
		Condensed Consolidated Balance Sheets – June 30, 2012 and December 31, 2011		3
		Condensed Consolidated Statements of Operations – Three and Six Months Ended June 30, 2012 and 2011		4
		Condensed Consolidated Statements of Comprehensive Income – Three and Six Months Ended June 30, 2012 and 2011		5
		Condensed Consolidated Statements of Cash Flows – Six Months Ended June 30, 2012 and 2011		6
		Notes to Condensed Consolidated Financial Statements		7
	Item 2 –	Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
	Item 3 –	Quantitative and Qualitative Disclosures About Market Risk		18
	Item 4 –	Controls and Procedures		19
Part II – Other Information:
	Item 1 –	Legal Proceedings		20
	Item 1A –	Risk Factors		20
	Item 5 –	Other Information		20
	Item 6 –	Exhibits		20
	Signatures			21
	Exhibit Index			22
	Exhibits
		Exhibit 31.1
		Exhibit 31.2
		Exhibit 32.1
		Exhibit 32.2
		Exhibit 101

2

PART I – FINANCIAL INFORMATION

AMPCO-PITTSBURGH CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	June 30, 2012			December 31, 2011
Assets
Current assets:
Cash and cash equivalents	$	75,083,983		$	69,887,839
Receivables, less allowance for doubtful accounts of $507,760 in 2012 and $140,582 in 2011		49,758,231			59,210,733
Inventories		77,594,612			68,544,000
Insurance receivables – asbestos		14,000,000			18,000,000
Other current assets		14,807,166			12,888,528
Total current assets		231,243,992			228,531,100
Property, plant and equipment, net		150,607,833			150,239,845
Insurance receivables – asbestos		105,837,849			108,419,004
Investments in joint ventures		14,126,061			14,872,595
Deferred tax assets		21,312,596			23,637,546
Other noncurrent assets		5,591,544			5,932,335
	$	528,719,875		$	531,632,425
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	20,831,856		$	19,528,382
Accrued payrolls and employee benefits		10,650,262			10,982,902
Industrial Revenue Bond debt		13,311,000			13,311,000
Asbestos liability – current portion		22,000,000			25,000,000
Other current liabilities		20,885,960			20,337,409
Total current liabilities		87,679,078			89,159,693
Employee benefit obligations		76,622,974			75,257,001
Asbestos liability		166,291,674			172,872,255
Other noncurrent liabilities		1,394,820			1,471,863
Total liabilities		331,988,546			338,760,812
Commitments and contingent liabilities (Note 6)
Shareholders’ equity:
Common stock – par value $1; authorized 20,000,000 shares; issued and outstanding 10,342,756 shares in 2012 and 10,325,602 shares in 2011		10,342,756			10,325,602
Additional paid-in capital		123,927,165			123,088,241
Retained earnings		138,536,567			138,747,964
Accumulated other comprehensive loss		(76,075,159	)		(79,290,194	)
Total shareholders’ equity		196,731,329			192,871,613
	$	528,719,875		$	531,632,425

See Notes to Condensed Consolidated Financial Statements.

3

AMPCO-PITTSBURGH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Net sales	$	69,955,747		$	94,971,201		$	143,560,867		$	184,039,242
Operating costs and expenses:
Costs of products sold (excluding depreciation)		54,301,753			67,590,005			110,538,206			130,984,148
Selling and administrative		9,972,832			11,239,514			20,400,230			22,121,125
Depreciation		2,754,550			2,623,989			5,579,161			5,287,757
(Gain) loss on disposition of assets		(1,338	)		1,762			(1,338	)		1,762
Total operating expenses		67,027,797			81,455,270			136,516,259			158,394,792
Income from operations		2,927,950			13,515,931			7,044,608			25,644,450
Other income (expense):
Investment-related income		17,790			83,925			34,180			106,469
Interest expense		(60,538	)		(82,191	)		(116,550	)		(158,960	)
Other – net		(225,990	)		138,133			(462,712	)		(316,516	)
		(268,738	)		139,867			(545,082	)		(369,007	)
Income before income taxes and equity losses in Chinese joint venture		2,659,212			13,655,798			6,499,526			25,275,443
Income tax provision		(770,000	)		(4,366,000	)		(2,145,000	)		(8,239,000	)
Equity losses in Chinese joint venture		(380,717	)		(167,051	)		(846,480	)		(237,119	)
Net income	$	1,508,495		$	9,122,747		$	3,508,046		$	16,799,324
Net income per common share:
Basic	$	0.15		$	0.88		$	0.34		$	1.63
Diluted	$	0.15		$	0.88		$	0.34		$	1.62
Cash dividends declared per share	$	0.18		$	0.18		$	0.36		$	0.36
Weighted average number of common shares outstanding:
Basic		10,338,775			10,317,793			10,333,888			10,311,509
Diluted		10,386,521			10,406,688			10,389,531			10,386,284

See Notes to Condensed Consolidated Financial Statements.

4

AMPCO-PITTSBURGH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Net income	$	1,508,495		$	9,122,747		$	3,508,046		$	16,799,324
Other comprehensive (loss) income, net of tax where applicable:
Adjustments for changes in:
Foreign exchange translation		(1,148,330	)		20,556			593,930			1,453,387
Unrealized holding (losses) gains on marketable securities		(69,260	)		6,118			40,590			109,205
Fair value of cash flow hedges		(228,910	)		(130,503	)		(3,399	)		(261,272	)
Reclassification adjustments for items included in net income:
Amortization of unrecognized employee benefit costs		1,250,681			1,005,238			2,516,877			1,836,733
Realized (gains) from sale of marketable securities		(6,533	)		(15,526	)		(27,430	)		(22,039	)
Realized (gains) losses from settlement of cash flow hedges		(28,138	)		(191,310	)		94,467			(621,329	)
Other comprehensive (loss) income		(230,490	)		694,573			3,215,035			2,494,685
Comprehensive income	$	1,278,005		$	9,817,320		$	6,723,081		$	19,294,009

See Notes to Condensed Consolidated Financial Statements.

5

AMPCO-PITTSBURGH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended June 30,
	2012			2011
Net cash flows provided by operating activities	$	14,210,343		$	14,433,220
Cash flows from investing activities:
Purchases of property, plant and equipment		(5,704,850	)		(6,381,131	)
Purchases of long-term marketable securities		(316,482	)		(318,436	)
Proceeds from sale of long-term marketable securities		314,900			288,147
Proceeds from U.K. government grant		0			484,499
Net cash flows used in investing activities		(5,706,432	)		(5,926,921	)
Cash flows from financing activities:
Dividends paid		(3,718,266	)		(3,712,107	)
Proceeds from the issuance of common stock		78,000			167,152
Excess tax benefits from the exercise of stock options		13,130			46,914
Net cash flows used in financing activities		(3,627,136	)		(3,498,041	)
Effect of exchange rate changes on cash and cash equivalents		319,369			332,651
Net increase in cash and cash equivalents		5,196,144			5,340,909
Cash and cash equivalents at beginning of period		69,887,839			70,020,838
Cash and cash equivalents at end of period	$	75,083,983		$	75,361,747
Supplemental information:
Income tax payments	$	2,822,660		$	3,578,668
Interest payments	$	116,340		$	160,338
Non-cash investing activities:
Purchases of property, plant and equipment included in accounts payable	$	1,181,187		$	1,339,007

See Notes to Condensed Consolidated Financial Statements.

6

AMPCO-PITTSBURGH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Unaudited Condensed Consolidated Financial Statements

The condensed consolidated balance sheet as of June 30, 2012, the condensed consolidated statements of operations and comprehensive income for the three and six months ended June 30, 2012 and 2011 and the condensed consolidated statements of cash flows for the six months ended June 30, 2012 and 2011 have been prepared by Ampco-Pittsburgh Corporation (the Corporation) without audit. In the opinion of management, all adjustments, consisting of only normal and recurring adjustments necessary to present fairly the financial position, results of operations and cash flows for the periods presented, have been made. The results of operations for the three and six months ended June 30, 2012 are not necessarily indicative of the operating results expected for the full year.

Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.

Recently Implemented Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board (FASB) issued ASU 2011-04, Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. ASU 2011-04 is to be applied prospectively and is effective for the Corporation for interim and annual periods beginning in 2012. The guidance primarily changes the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements and did not impact operating results, financial position or liquidity of the Corporation.

In June 2011, the FASB issued ASU 2011-05, Comprehensive Income, which eliminates the option to present other comprehensive income and its components as part of the statement of shareholders’ equity. All non-owner changes in shareholders’ equity will be presented either in a single continuous statement along with net income or in a separate statement immediately following the statement of income. ASU 2011-05 is to be applied retrospectively and is effective for the Corporation for interim and annual periods beginning in 2012. The guidance does not change whether items are reported in net income or other comprehensive income or when items in other comprehensive income are reclassified to net income; accordingly, adoption of ASU 2011-05 did not impact operating results, financial position or liquidity of the Corporation. The Corporation elected to present other comprehensive income and its components as a separate statement immediately following its condensed consolidated statements of operations.

Recently Issued Accounting Pronouncements

In December 2011, the FASB issued ASU 2011-11, Disclosures about Offsetting Assets and Liabilities, which requires expanded disclosures, including gross and net information, about financial and derivative instruments that are either offset in the balance sheet or are subject to an enforceable master netting arrangement or similar agreement. The guidance is effective for reporting periods beginning on or after January 1, 2013 and is to be applied retrospectively. The new guidance affects disclosures only and will not impact operating results, financial position or liquidity of the Corporation.

2. Inventories

At June 30, 2012 and December 31, 2011, approximately 61% and 62%, respectively, of the inventories were valued on the LIFO method with the remaining inventories valued on the FIFO method. Inventories were comprised of the following:

	(in thousands)
	June 30, 2012		December 31, 2011
Raw materials	$	18,919	$	20,798
Work-in-process		33,495		29,314
Finished goods		13,538		7,835
Supplies		11,643		10,597
	$	77,595	$	68,544

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3. Property, Plant and Equipment

Property, plant and equipment were comprised of the following:

	(in thousands)
	June 30, 2012			December 31, 2011
Land and land improvements	$	4,974		$	4,974
Buildings		41,447			41,433
Machinery and equipment		227,920			224,426
Construction-in-progress		14,887			12,446
Other		8,431			8,419
		297,659			291,698
Accumulated depreciation		(147,051	)		(141,458	)
	$	150,608		$	150,240

Land and buildings of Union Electric Steel UK Limited (UES-UK) equal to approximately $1,300,000 (£836,000) at June 30, 2012 are held as collateral by the trustees of the UES-UK contributory defined benefit pension plan (see Note 5).

4. Other Current Liabilities

Other current liabilities were comprised of the following:

	(in thousands)
	June 30, 2012		December 31, 2011
Customer-related liabilities	$	9,758	$	10,506
Accrued sales commissions		1,861		2,245
Dividend payable		1,860		1,859
Other		7,407		5,727
	$	20,886	$	20,337

Included in customer-related liabilities are costs expected to be incurred with respect to product warranties. Changes in the liability for product warranty claims consisted of the following:

	(in thousands)
	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2012			2011			2012			2011
Balance at beginning of the period	$	5,472		$	5,141		$	5,498		$	5,113
Satisfaction of warranty claims		(573	)		(900	)		(1,265	)		(1,540	)
Provision for warranty claims		642			699			1,231			1,298
Other, primarily impact from changes in foreign currency exchange rates		(53	)		2			24			71
Balance at end of the period	$	5,488		$	4,942		$	5,488		$	4,942

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5. Pension and Other Postretirement Benefits

Contributions for the six months ended June 30, 2012 and 2011 were as follows:

	(in thousands)
	2012		2011
U.S. pension benefits plans	$	0	$	0
U.K. pension benefits plan	$	888	$	824
Other postretirement benefits (e.g. net payments)	$	289	$	330
U.K. defined contribution plan	$	152	$	204

Net periodic pension and other postretirement costs include the following components:

	(in thousands)
	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2012			2011			2012			2011
U.S. Pension Benefits
Service cost	$	1,151		$	731		$	1,972		$	1,557
Interest cost		2,063			2,136			4,257			4,434
Expected return on plan assets		(2,395	)		(2,538	)		(4,778	)		(4,829	)
Amortization of prior service cost		167			164			334			328
Amortization of actuarial loss		1,512			1,160			3,043			2,118
Net benefit cost	$	2,498		$	1,653		$	4,828		$	3,608
U.K. Pension Benefits
Interest cost	$	622		$	659		$	1,245		$	1,303
Expected return on plan assets		(522	)		(588	)		(1,044	)		(1,163	)
Amortization of actuarial loss		149			127			297			250
Net benefit cost	$	249		$	198		$	498		$	390
Other Postretirement Benefits
Service cost	$	162		$	164		$	323		$	321
Interest cost		229			279			459			510
Amortization of prior service cost		21			22			43			43
Amortization of actuarial loss		103			100			206			128
Net benefit cost	$	515		$	565		$	1,031		$	1,002

6. Commitments and Contingent Liabilities

Outstanding standby and commercial letters of credit as of June 30, 2012 approximated $19,546,000, the majority of which serve as collateral for the Industrial Revenue Bond debt.

In 2010, UES-UK was awarded a government grant of up to $1,325,000 (£850,000) toward the purchase and installation of certain machinery and equipment of which $710,000 (£445,000) has been received to date. Under the agreement, the grant is repayable if certain conditions are not met including achieving and maintaining a targeted level of employment through 2017. UES-UK’s level of employment currently exceeds and is expected to continue to exceed the targeted level of employment; accordingly, no liability has been recorded.

See Note 11 regarding litigation and Note 12 for environmental matters.

9

7. Foreign Currency Exchange and Futures Contracts

Certain of the Corporation’s operations are subject to risk from exchange rate fluctuations in connection with sales in foreign currencies. To minimize this risk, foreign currency sales contracts are entered into which are designated as cash flow or fair value hedges and are recorded in the condensed consolidated balance sheet as either an asset or a liability measured at their fair value. The accounting for changes in the fair value of a derivative depends on the use of the derivative. To the extent that a derivative is designated and effective as a cash flow hedge of an exposure to future changes in value, the change in fair value of the derivative is deferred in accumulated other comprehensive income (loss). Any portion considered to be ineffective, including that arising from the unlikelihood of an anticipated transaction to occur, is reported as a component of earnings (other income/expense) immediately. Upon occurrence of the anticipated transaction, the derivative designated and effective as a cash flow hedge is de-designated as a fair value hedge and the change in fair value previously deferred in accumulated other comprehensive income (loss) is reclassified to earnings (net sales) with subsequent changes in fair value recorded as a component of earnings (other income/expense). To the extent that a derivative is designated and effective as a hedge of an exposure to changes in fair value, the change in the derivative’s fair value will be offset in the condensed consolidated statement of operations by the change in the fair value of the item being hedged and is recorded as a component of earnings (other income/expense).

No portion of the existing cash flow or fair value hedges is considered to be ineffective, including any ineffectiveness arising from the unlikelihood of an anticipated transaction to occur. Additionally, no amounts have been excluded from assessing the effectiveness of the hedge.

As of June 30, 2012, approximately $26,236,000 of anticipated foreign-denominated sales has been hedged of which $1,438,000 is covered by cash flow contracts settling at various dates through March 2013 and the remaining $24,798,000 is covered by fair value contracts settling at various dates through September 2013. As of June 30, 2012, the fair value of foreign currency sales contracts designated as cash flow hedges expecting to settle within the next 12 months approximated $130,000 and is recorded as other current assets. The change in the fair value of the contracts is recorded as a component of accumulated other comprehensive income (loss) and approximated $81,000 and $114,000, net of income taxes, as of June 30, 2012 and December 31, 2011, respectively. During the six months ended June 30, 2012, approximately $17,000, net of income taxes, was recognized as comprehensive income (loss) and $50,000, net of income taxes, was released from accumulated other comprehensive income (loss). The change in the fair value will be reclassified to earnings when the projected sale occurs with approximately $130,000 expected to be released to pretax earnings in the next 12 months. During the three months ended June 30, 2012, no amounts were released to pre-tax earnings and for the three months ended June 30, 2011 approximately $15,000 was released to pre-tax earnings. During the six months ended June 30, 2012 and 2011, approximately $79,000 and $198,000, respectively, was released to pre-tax earnings

As of June 30, 2012, the fair value of foreign currency sales contracts designated as fair value hedges expecting to settle within the next 12 months approximated $330,000 and is recorded as other current assets. (The fair value of the related hedged items, recorded as other current liabilities or a reduction to accounts receivable, approximated $325,000.) The fair value of the remaining fair value hedges equaled $48,000 and is recorded as other noncurrent assets. (The fair value of the related hedged items, recorded as other noncurrent liabilities, approximated $46,000.) The fair value of assets held as collateral as of June 30, 2012 approximated $785,000.

Gains on foreign exchange transactions included in other income (expense) approximated $52,000 and $321,000 for the three months ended June 30, 2012 and 2011, respectively, and $78,000 and $130,000 for the six months ended June 30, 2012 and 2011, respectively.

In May 2009, the Corporation entered into foreign currency purchase contracts to manage the volatility associated with Euro-denominated progress payments to be made for certain machinery and equipment. All contracts were settled as of December 31, 2010; accordingly, no amounts were recognized as comprehensive income (loss) in 2011 or 2012. Approximately $8,000, net of income taxes, was released from accumulated other comprehensive income (loss) for the six months ended June 30, 2012. The change in the fair value of the contracts is recorded as a component of accumulated other comprehensive income (loss) and approximated $301,000 and $309,000, net of income taxes, as of June 30, 2012 and December 31, 2011, respectively. The change in the fair value is being amortized to pre-tax earnings (as an offset to depreciation expense) over the life of the underlying assets. For the three months ended June 30, 2012 and 2011, approximately $7,000 and $8,000, respectively, was released to pre-tax earnings and for the six months ended June 30, 2012 and 2011, approximately $14,000 and $16,000, respectively, was released to pre-tax earnings. Approximately $28,000 is expected to be released to pre-tax earnings within the next 12 months.

At June 30, 2012, the Corporation has purchase commitments covering 50% or $9,000,000 of anticipated natural gas usage over approximately the next four years at one of its subsidiaries. The commitments qualify as normal purchases and, accordingly, are not reflected on the condensed consolidated balance sheet.

10

One of the Corporation’s subsidiaries is subject to risk from increases in the price of commodities (copper and aluminum) used in the production of inventory. To minimize this risk, futures contracts are entered into which are designated as cash flow hedges. The change in fair value of the derivative is deferred in accumulated other comprehensive income (loss). Any portion considered to be ineffective, including that arising from the unlikelihood of an anticipated transaction to occur, is reported as a component of earnings (other income/expense) immediately. Upon occurrence of the anticipated transaction, the futures contract is settled and the change in fair value previously deferred in accumulated other comprehensive income (loss) is reclassified to earnings (costs of products sold) when the projected sales occur. At June 30, 2012, approximately 54% or $2,723,000 of anticipated copper purchases over the next eight months and 63% or $810,000 of anticipated aluminum purchases over the next six months are hedged. The fair value of these contracts (both outstanding and settled) approximated $(290,000) as of June 30, 2012. The change in the fair value of the contracts designated as cash flow hedges is recorded as a component of accumulated other comprehensive income (loss) and approximated $(182,000) and $(314,000), net of income taxes, as of June 30, 2012 and December 31, 2011, respectively. During the six months ended June 30, 2012, approximately $(20,000), net of income taxes, was recognized as comprehensive income (loss) and $(152,000), net of income taxes, was released from accumulated other comprehensive income (loss). The change in the fair value will be reclassified to earnings when the projected sale occurs with approximately $(290,000) expected to be released to pretax earnings in the next 12 months. During the three months ended June 30, 2012 and 2011, approximately $38,000 and $276,000, respectively, was released to pre-tax earnings and during the six months ended June 30, 2012 and 2011, approximately $(246,000) and $780,000, respectively, was released to pre-tax earnings. The fair value of assets held as collateral as of June 30, 2012 equaled $500,000.

The Corporation does not enter into derivative transactions for speculative purposes and, therefore, holds no derivative instruments for trading purposes.

8. Stock-Based Compensation

In May 2011, the shareholders of the Corporation approved the adoption of the 2011 Omnibus Incentive Plan (Incentive Plan) which authorizes the issuance of up to 1,000,000 shares of the Corporation’s common stock for grants of equity-based compensation. Awards under the Incentive Plan may include incentive non-qualified stock options, stock appreciation rights, restricted shares and restricted stock units, performance awards, other stock-based awards or short-term cash incentive awards. The Incentive Plan is administered by the Compensation Committee of the Board of Directors who has the authority to determine, within the limits of the express provisions of the Incentive Plan, the individuals to whom the awards will be granted; the nature, amount and terms of such awards; and the objectives and conditions for earning such awards.

In May 2012, the Compensation Committee granted 164,500 non-qualified stock options to select employees. The options have a ten-year life and vest over a three year period. The exercise price of $17.67 was equal to the closing price of the Corporation’s common stock on the New York Stock Exchange on the date of grant and the fair value of the options was $6.68 per share. The fair value of the options as of the date of grant was calculated using the Black-Scholes option-pricing model based on an assumption for the expected life of the options of six years, a risk-free interest rate of 0.76%, an expected dividend yield of 3.01% and an expected volatility of 53.46%. The resultant stock-based compensation expense of $1,099,000 will be recognized over the requisite service period of three years.

The Incentive Plan also provides for annual grants of shares of the Corporation’s common stock to the eight non-employee directors following the Corporation’s annual shareholder meeting. Each annual director award will be for a number of shares having a fair market value equal to $25,000 and will be fully vested as of the grant date. In June 2012, 11,320 shares of common stock were issued to the non-management directors.

Stock-based compensation expense for the three months ended June 30, 2012 and 2011 equaled $266,000 and $613,000, respectively. The related income tax benefit recognized in the condensed consolidated statement of operations for each of the periods was approximately $93,000 and $215,000, respectively. Stock-based compensation expense for the six months ended June 30, 2012 and 2011 equaled $665,000 and $961,000, respectively. The related income tax benefit recognized in the condensed consolidated statement of operations for each of the periods was approximately $233,000 and $336,000, respectively.

11

9. Fair Value

The Corporation’s financial assets and liabilities that are reported at fair value in the accompanying condensed consolidated balance sheet as of June 30, 2012 and December 31, 2011 were as follows:

	(in thousands)
	Quoted Prices in Active  Markets for Identical Inputs (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total
As of June 30, 2012
Investments
Other noncurrent assets	$	3,166	$	0		$	0	$	3,166
Foreign currency exchange contracts
Accounts receivable		0		(37	)		0		(37	)
Other current assets		0		460			0		460
Other noncurrent assets		0		48			0		48
Other current liabilities		0		288			0		288
Other noncurrent liabilities		0		46			0		46
As of December 31, 2011
Investments
Other noncurrent assets	$	3,090	$	0		$	0	$	3,090
Foreign currency exchange contracts
Other current assets		0		363			0		363
Other noncurrent assets		0		169			0		169
Other current liabilities		0		174			0		174
Other noncurrent liabilities		0		116			0		116

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10. Business Segments

Presented below are the net sales and income before income taxes for the Corporation’s two business segments.

	(in thousands)
	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Net Sales:
Forged and Cast Rolls	$	43,584		$	69,919		$	87,532		$	132,802
Air and Liquid Processing		26,372			25,052			56,029			51,237
Total Reportable Segments	$	69,956		$	94,971		$	143,561		$	184,039
Income before Income Taxes:
Forged and Cast Rolls	$	3,240		$	14,026		$	7,380		$	25,670
Air and Liquid Processing		2,234			2,298			4,708			5,282
Total Reportable Segments		5,474			16,324			12,088			30,952
Other expense, including corporate costs – net		(2,815	)		(2,668	)		(5,588	)		(5,677	)
Total	$	2,659		$	13,656		$	6,500		$	25,275

11. Litigation (claims not in thousands)

The Corporation and its subsidiaries are involved in various claims and lawsuits incidental to their businesses. In addition, it is also subject to asbestos litigation as described below.

Asbestos Litigation

Claims have been asserted alleging personal injury from exposure to asbestos-containing components historically used in some products of predecessors of the Corporation’s Air & Liquid Systems Corporation subsidiary (“Asbestos Liability”) and of an inactive subsidiary in dissolution. Those subsidiaries, and in some cases the Corporation, are defendants (among a number of defendants, often in excess of 50) in cases filed in various state and federal courts.

Asbestos Claims

The following table reflects approximate information about the claims for Asbestos Liability against the subsidiaries and the Corporation, along with certain asbestos claims asserted against the inactive subsidiary in dissolution, for the six months ended June 30, 2012:

Open claims at end of period		7,973	(1)
Gross settlement and defense costs (in 000’s)	$	9,609
Claims resolved		345

⁽¹⁾  Included as “open claims” are approximately 1,657 claims classified in various jurisdictions as “inactive” or transferred to a state or federal judicial panel on multi-district litigation, commonly referred to as the MDL.

A substantial majority of the settlement and defense costs reflected in the above table were paid by insurers. Because claims are often filed and can be settled or dismissed in large groups, the amount and timing of settlements, as well as the number of open claims, can fluctuate significantly from period to period. In 2006, for the first time, a claim for Asbestos Liability against one of the Corporation’s subsidiaries was tried to a jury. The trial resulted in a defense verdict. Plaintiffs appealed that verdict and in 2008 the California Court of Appeals reversed the jury verdict and remanded the case back to the trial court.

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Asbestos Insurance

Certain of the Corporation’s subsidiaries and the Corporation have an arrangement (the “Coverage Arrangement”) with insurers responsible for historical primary and some first-layer excess insurance coverage for Asbestos Liability (the “Paying Insurers”). Under the Coverage Arrangement, the Paying Insurers accept financial responsibility, subject to the limits of the policies and based on fixed defense percentages and specified indemnity allocation formulas, for pending and future claims for Asbestos Liability. The claims against the Corporation’s inactive subsidiary that is in dissolution proceedings, numbering approximately 290 as of June 30, 2012, are not included within the Coverage Arrangement. The Corporation believes that the claims against the inactive subsidiary in dissolution are immaterial.

The Coverage Arrangement includes an acknowledgement that Howden North America, Inc. (“Howden”) is entitled to coverage under policies covering Asbestos Liability for claims arising out of the historical products manufactured or distributed by Buffalo Forge, a former subsidiary of the Corporation (the “Products”). The Coverage Arrangement does not provide for any prioritization on access to the applicable policies or monetary cap other than the limits of the policies, and, accordingly, Howden may access the policies at any time for any covered claim arising out of a Product. In general, access by Howden to the policies covering the Products will erode the coverage under the policies available to the Corporation and the relevant subsidiaries for Asbestos Liability alleged to arise out of not only the Products but also other historical products of the Corporation and its subsidiaries covered by the applicable policies.

On February 24, 2011, the Corporation and its Air & Liquid Systems Corporation subsidiary filed a lawsuit in the United States District Court for the Western District of Pennsylvania against thirteen domestic insurance companies, certain underwriters at Lloyd’s, London and certain London market insurance companies, and Howden. The lawsuit seeks a declaratory judgment regarding the respective rights and obligations of the parties under excess insurance policies not included within the Coverage Arrangement that were issued to the Corporation from 1981 through 1984 as respects claims against the Corporation and its subsidiary for Asbestos Liability and as respects asbestos bodily-injury claims against Howden arising from the Products. Various counterclaims, cross claims and third party claims have been filed in the litigation.

Asbestos Valuations

In 2006, the Corporation retained Hamilton, Rabinovitz & Associates, Inc. (“HR&A”), a nationally recognized expert in the valuation of asbestos liabilities, to assist the Corporation in estimating the potential liability for pending and unasserted future claims for Asbestos Liability. HR&A was not requested to estimate asbestos claims against the inactive subsidiary in dissolution or the former division, which the Corporation believes are immaterial. Based on this analysis, the Corporation recorded a reserve for Asbestos Liability claims pending or projected to be asserted through 2013 as at December 31, 2006. HR&A’s analysis was updated in 2008, and additional reserves were established by the Corporation as at December 31, 2008 for Asbestos Liability claims pending or projected to be asserted through 2018. HR&A’s analysis was most recently updated in 2010, and additional reserves were established by the Corporation as at December 31, 2010 for Asbestos Liability claims pending or projected to be asserted through 2020. The methodology used by HR&A in its projection in 2010 of the operating subsidiaries’ liability for pending and unasserted potential future claims for Asbestos Liability, which is substantially the same as the methodology employed by HR&A in the 2006 and 2008 estimates, relied upon and included the following factors:

• HR&A’s interpretation of a widely accepted forecast of the population likely to have been exposed to asbestos;

• epidemiological studies estimating the number of people likely to develop asbestos-related diseases;

• HR&A’s analysis of the number of people likely to file an asbestos-related injury claim against the subsidiaries and the Corporation based on such epidemiological data and relevant claims history from January 1, 2008 to August 30, 2010;

• an analysis of pending cases, by type of injury claimed and jurisdiction where the claim is filed;

• an analysis of claims resolution history from January 1, 2008 to August 30, 2010 to determine the average settlement value of claims, by type of injury claimed and jurisdiction of filing; and

• an adjustment for inflation in the future average settlement value of claims, at an annual inflation rate based on the Congressional Budget Office’s ten year forecast of inflation.

Using this information, HR&A estimated in 2010 the number of future claims for Asbestos Liability that would be filed through the year 2020, as well as the settlement or indemnity costs that would be incurred to resolve both pending and future unasserted claims through 2020. This methodology has been accepted by numerous courts. For purposes of its consolidated financial statements for the six months ended June 30, 2012, the Corporation reviewed its current Asbestos Liability and ultimately utilized the estimate by HR&A completed in 2010, as updated by the Corporation to reflect its Asbestos Liability expenditures through June 30, 2012.

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In conjunction with developing the aggregate liability estimate referenced above, the Corporation also developed an estimate of probable insurance recoveries for its Asbestos Liabilities. In developing the estimate, the Corporation considered HR&A’s projection for settlement or indemnity costs for Asbestos Liability and management’s projection of associated defense costs (based on the current defense to indemnity cost ratio), as well as a number of additional factors. These additional factors included the Coverage Arrangement, self-insured retentions, policy exclusions, policy limits, policy provisions regarding coverage for defense costs, attachment points, prior impairment of policies and gaps in the coverage, policy exhaustions, insolvencies among certain of the insurance carriers, the nature of the underlying claims for Asbestos Liability asserted against the subsidiaries and the Corporation as reflected in the Corporation’s asbestos claims database, as well as estimated erosion of insurance limits on account of claims against Howden arising out of the Products. In addition to consulting with the Corporation’s outside legal counsel on these insurance matters, the Corporation retained in 2010 a nationally-recognized insurance consulting firm to assist the Corporation with certain policy allocation matters that also are among the several factors considered by the Corporation when analyzing potential recoveries from relevant historical insurance for Asbestos Liabilities. Based upon all of the factors considered by the Corporation, and taking into account the Corporation’s analysis of publicly available information regarding the credit-worthiness of various insurers, the Corporation estimated the probable insurance recoveries for Asbestos Liability and defense costs through 2020. Although the Corporation believes that the assumptions employed in the insurance valuation were reasonable and previously consulted with its outside legal counsel and insurance consultant regarding those assumptions, there are other assumptions that could have been employed that would have resulted in materially lower insurance recovery projections.

Based on the analyses described above, the Corporation’s reserve at December 31, 2010 for the total costs, including defense costs, for Asbestos Liability claims pending or projected to be asserted through 2020 was $218,303,000, of which approximately 85% was attributable to settlement costs for unasserted claims projected to be filed through 2020 and future defense costs. The reserve at June 30, 2012 was $188,031,000. While it is reasonably possible that the Corporation will incur additional charges for Asbestos Liability and defense costs in excess of the amounts currently reserved, the Corporation believes that there is too much uncertainty to provide for reasonable estimation of the number of future claims, the nature of such claims and the cost to resolve them beyond 2020. Accordingly, no reserve has been recorded for any costs that may be incurred after 2020.

The Corporation’s receivable at December 31, 2010 for insurance recoveries attributable to the claims for which the Corporation’s Asbestos Liability reserve has been established, including the portion of incurred defense costs covered by the Coverage Arrangement, and the probable payments and reimbursements relating to the estimated indemnity and defense costs for pending and unasserted future Asbestos Liability claims, was $141,839,000 ($119,625,000 as of June 30, 2012). The insurance receivable recorded by the Corporation does not assume any recovery from insolvent carriers, and substantially all of the insurance recoveries deemed probable were from insurance companies rated A – (excellent) or better by A.M. Best Corporation. There can be no assurance, however, that there will not be further insolvencies among the relevant insurance carriers, or that the assumed percentage recoveries for certain carriers will prove correct. The difference between insurance recoveries and projected costs is not due to exhaustion of all insurance coverage for Asbestos Liability. The Corporation and the subsidiaries have substantial additional insurance coverage which the Corporation expects to be available for Asbestos Liability claims and defense costs the subsidiaries and it may incur after 2020. However, this insurance coverage also can be expected to have gaps creating significant shortfalls of insurance recoveries as against claims expense, which could be material in future years.

The amounts recorded by the Corporation for Asbestos Liabilities and insurance receivables rely on assumptions that are based on currently known facts and strategy. The Corporation’s actual expenses or insurance recoveries could be significantly higher or lower than those recorded if assumptions used in the Corporation’s or HR&A’s calculations vary significantly from actual results. Key variables in these assumptions are identified above and include the number and type of new claims to be filed each year, the average cost of disposing of each such new claim, average annual defense costs, the resolution of coverage issues with insurance carriers, and the solvency risk with respect to the relevant insurance carriers. Other factors that may affect the Corporation’s Asbestos Liability and ability to recover under its insurance policies include uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, reforms that may be made by state and federal courts, and the passage of state or federal tort reform legislation.

The Corporation intends to evaluate its estimated Asbestos Liability and related insurance receivables as well as the underlying assumptions on a regular basis to determine whether any adjustments to the estimates are required. Due to the uncertainties surrounding asbestos litigation and insurance, these regular reviews may result in the Corporation incurring future charges; however, the Corporation is currently unable to estimate such future charges. Adjustments, if any, to the Corporation’s estimate of its recorded Asbestos Liability and/or insurance receivables could be material to operating results for the periods in which the adjustments to the liability or receivable are recorded, and to the Corporation’s liquidity and consolidated financial position.

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12. Environmental Matters

The Corporation is currently performing certain remedial actions in connection with the sale of real estate previously owned. Settlements were paid by the Corporation’s insurance carriers at two third-party landfill sites where it was named a Potentially Responsible Party. In addition, as a result of a sale of a segment in 2003, the Corporation retained the liability to remediate certain environmental contamination and has agreed to indemnify the buyer against third-party claims arising from the discharge of certain contamination, the costs for which were accrued at the time of sale.

Environmental exposures are difficult to assess and estimate for numerous reasons including lack of reliable data, the multiplicity of possible solutions, the years of remedial and monitoring activity required, and identification of new sites. In the opinion of management and in consideration of advice from the Corporation’s consultants, the potential liability for all environmental proceedings of approximately $1,245,000 at June 30, 2012 is considered adequate based on information known to date.

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ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Executive Overview

The Corporation operates in two business segments – Forged and Cast Rolls and Air and Liquid Processing. The Forged and Cast Rolls segment produces and sells forged-hardened steel rolls and cast iron and steel rolls to manufacturers of steel and aluminum throughout the world. For the Forged and Cast Rolls segment, business activity in North America is expected to be better in the current year when compared to 2011; however, demand remains weak in Europe and throughout the Pacific Rim, particularly in China where roll inventories are at high levels and several new mill projects have been deferred. Pricing continues to be competitive. For the Air and Liquid Processing segment, increased activity in the fossil-fueled utility market has been encouraging while new construction spending by the institutional markets has yet to exhibit any significant signs of improvement.

Consolidated Results of Operations for the Three and Six Months Ended June 30, 2012 and 2011

Net Sales. Net sales for the three months ended June 30, 2012 and 2011 were $69,956,000 and $94,971,000, respectively, and $143,561,000 and $184,039,000, respectively for the six months then ended. Backlog approximated $245,769,000 at June 30, 2012 versus $260,001,000 as of December 31, 2011 and $313,621,000 as of June 30, 2011. A discussion of sales and backlog for the Corporation’s two segments is included below.

Costs of Products Sold. Costs of products sold, excluding depreciation, as a percentage of net sales approximated 77.6% and 71.2% for the three months ended June 30, 2012 and 2011, respectively, and 77.0% and 71.2% for the six months ended June 30, 2012 and 2011, respectively. The increase is primarily attributable to the lower volume of shipments, changes in product mix and reduced margins for the Forged and Cast Rolls segment.

Selling and Administrative. The decrease in selling and administrative expenses for the three and six months ended June 30, 2012 against the comparable prior year periods is primarily due to lower commissions and freight costs associated with the lower volume of sales.

Depreciation. The increase in depreciation expense for the three and six months ended June 30, 2012 against the comparable prior year periods is attributable to additional depreciation associated with assets placed in service in the prior year.

Income from Operations. Income from operations for the three months ended June 30, 2012 and 2011 approximated $2,928,000 and $13,516,000, respectively, and $7,045,000 and $25,644,000, respectively, for the six months then ended. A discussion of operating results for the Corporation’s two segments is included below.

Forged and Cast Rolls. Sales and operating income for the three and six months ended June 30, 2012 decreased from the comparable prior year periods due to a lower volume of shipments and changes in product mix. Additionally, lack of demand continued to put pressure on pricing and erode margins. Backlog approximated $195,640,000 at June 30, 2012 against $214,449,000 as of December 31, 2011 and $266,322,000 as of June 30, 2011. The decline from a year ago is due to shipments outpacing new orders and declining profitability in backlog. Approximately $77,439,000 of the current backlog is expected to ship after 2012.

Air and Liquid Processing. For the three and six months ended June 30, 2012, sales for the segment improved when compared to the same periods of the prior year. Sales for Aerofin and Buffalo Pumps benefited from a higher level of shipments to the fossil-fueled utility market. Although operating income for Aerofin improved on the higher volume of shipments, operating income for Buffalo Pumps was adversely affected by product mix. Sales and operating income for the quarter were comparable to the prior year for Buffalo Air Handling but improved on a year-to-date basis due to shipment of the balance of the large order for a customer in medical research. Backlog approximated $50,129,000 at June 30, 2012 against $45,552,000 as of December 31, 2011 and $47,299,000 as of June 30, 2011; the increase attributable to additional orders for the fossil-fueled utility market. The majority of the backlog will ship in 2012.

Other Income (Expense). The fluctuation is primarily attributable to fluctuations in foreign exchange gains and losses.

Income Taxes. The decrease in the effective income tax rate for the quarter is primarily attributable to beneficial permanent differences. The effective income tax rates for the six month periods are comparable with the slight increase in the current period due to a higher proportion of income before income taxes expected to be generated by the U.S. operations which are taxed at a higher rate and thereby offsetting the expected improvement from the beneficial permanent differences.

Net Income and Earnings per Common Share. As a result of the above, the Corporation’s net income for the three months ended June 30, 2012 and 2011 equaled $1,508,000 or $0.15 per common share and $9,123,000 or $0.88 per common share, respectively and $3,508,000 or $0.34 per common share and $16,799,000 or $1.63 per common share, respectively, for the six months ended June 30, 2012 and 2011.

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Liquidity and Capital Resources

Net cash flows provided by operating activities for the six months ended June 30, 2012 were comparable to the six months ended June 30, 2011. The benefit resulting from the reduction in accounts receivable is offset by higher inventory levels.

Net cash flows used in investing activities for the six months ended June 30, 2012 were comparable to the six months ended June 30, 2011. While capital expenditures have been slightly less than the prior year level, proceeds were received in the prior year from a U.K. government grant. As of period end, the balance of grant proceeds expected to be received equaled $615,000 (£405,000). As of June 30, 2012, future capital expenditures approximating $7,236,000, to be spent over the next 12-18 months, have been approved.

Net cash flows used in financing activities were comparable for each of the periods and represented primarily payment of dividends offset by proceeds from the issuance of common stock.

As a result of the above, cash and cash equivalents increased $5,196,144 in 2012 and ended the period at $75,083,983 (of which approximately $6,000,000 is held by foreign operations) in comparison to $69,887,839 at December 31, 2011. Repatriation of foreign funds may result in the Corporation accruing and paying additional income tax; however, the majority of such amounts are currently deemed to be permanently reinvested and no additional provision for income tax has been made.

Funds on hand and funds generated from future operations are expected to be sufficient to finance the operational and capital expenditure requirements of the Corporation. The Corporation also maintains short-term lines of credit and an overdraft facility in excess of the cash needs of its businesses. The total available at June 30, 2012 was approximately $9,200,000 (including £3,000,000 in the U.K. and €400,000 in Belgium).

Litigation and Environmental Matters

See Notes 11 and 12 to the condensed consolidated financial statements.

Critical Accounting Pronouncements

The Corporation’s critical accounting policies, as summarized in its Annual Report on Form 10-K for the year ended December 31, 2011, remain unchanged.

Recently Issued Accounting Pronouncements

See Note 1 to the condensed consolidated financial statements.

Forward-Looking Statements

Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of the Form 10-Q contain forward-looking statements that reflect the Corporation’s current views with respect to future events and financial performance.

Forward-looking statements are identified by the use of the words “believes,” “expects,” “anticipates,” “estimates,” “projects,” “forecasts” and other expressions that indicate future events and trends. Forward-looking statements speak only as of the date on which such statements are made, are not guarantees of future performance or expectations and involve risks and uncertainties. For the Corporation, these risks and uncertainties include, but are not limited to, those described under Item 1A, Risk Factors, of Part II of this Form 10-Q. In addition, there may be events in the future that the Corporation is not able to predict accurately or control which may cause actual results to differ materially from expectations expressed or implied by forward-looking statements. Except as required by applicable law, the Corporation undertakes no obligation to update any forward-looking statement whether as a result of new information, events or otherwise.

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There were no material changes in the Corporation’s exposure to market risk from December 31, 2011.

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ITEM 4 – CONTROLS AND PROCEDURES

(a) Disclosure controls and procedures. An evaluation of the effectiveness of the Corporation’s disclosure controls and procedures as of the end of the period covered by this report was carried out under the supervision, and with the participation, of management, including the principal executive officer and principal financial officer. Disclosure controls and procedures are defined under Securities and Exchange Commission (“SEC”) rules as controls and other procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within the required time periods. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, the Corporation’s management, including the principal executive officer and principal financial officer, has concluded that the Corporation’s disclosure controls and procedures were effective as of June 30, 2012.

(c) Changes in internal control over financial reporting. There were no changes in the Corporation’s internal control over financial reporting during the quarter ended June 30, 2012, that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

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PART II – OTHER INFORMATION

AMPCO-PITTSBURGH CORPORATION

Item 1 Legal Proceedings

The information contained in Note 11 to the condensed consolidated financial statements (Litigation) is incorporated herein by reference.

Item 1A Risk Factors

There are no material changes to the Risk Factors contained in Item 1A to Part I of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2011.

Items 2-4 None

Item 5 Other Information

On May 3, 2012, Ampco-Pittsburgh Corporation held its annual meeting of shareholders. The following are the voting results for the items of business that were voted upon by shareholders at that meeting:

1. In the election of three Directors for a term expiring in 2015:

	For		Withheld
Robert J. Appel		8,642,258        Votes		333,480        Votes
Paul A. Gould		8,571,668        Votes		404,070        Votes
Robert A. Paul		8,410,277        Votes		565,461        Votes

2. To approve, in a non-binding vote, the compensation of the named executive officers.

5,462,407         For 1,833,850         Against 1,679,481         Abstain

3. Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accountants firm for 2012.

9,734,821         For 267,105         Against 10,046         Abstain

Item 6 Exhibits

(3)	Articles of Incorporation and By-laws
	(a)	Articles of Incorporation
		Incorporated by reference to the Quarterly Reports on Form 10-Q for the quarters ended March 31, 1983, March 31, 1984, March 31, 1985, March 31, 1987 and September 30, 1998.
	(b)	By-laws
		Incorporated by reference to the Quarterly Reports on Form 10-Q for the quarters ended September 30, 1994, March 31, 1996, June 30, 2001 and June 30, 2004.
(31.1)	Certification of the principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(31.2)	Certification of the principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(32.1)	Certification of principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(32.2)	Certification of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(101)	Interactive Data File (XBRL)

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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 thereunto duly authorized.

	AMPCO-PITTSBURGH CORPORATION
DATE: August 9, 2012	BY:	/s/ Robert A. Paul
	Robert A. Paul
	Chairman and Chief Executive Officer
DATE: August 9, 2012	BY:	/s/ Marliss D. Johnson
	Marliss D. Johnson
	Vice President, Controller and Treasurer

21

AMPCO-PITTSBURGH CORPORATION

EXHIBIT INDEX

Exhibit	(31.1)	Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	(31.2)	Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	(32.1)	Certification of principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	(32.2)	Certification of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	(101)	Interactive Data File (XBRL)

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EX-31.1

Exhibit 31.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Robert A. Paul, certify that:

1. I have reviewed this Form 10-Q of Ampco-Pittsburgh Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Robert A. Paul

Robert A. Paul,

Chairman and Chief Executive Officer

August 9, 2012

EX-31.2

Exhibit 31.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Marliss D. Johnson, certify that:

1. I have reviewed this Form 10-Q of Ampco-Pittsburgh Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Marliss D. Johnson

Marliss D. Johnson

Vice President, Controller and Treasurer

August 9, 2012

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Ampco-Pittsburgh Corporation (the “Company”) on Form 10-Q for the period ended June 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

/s/ Robert A. Paul

Robert A. Paul

Chairman and Chief Executive Officer

August 9, 2012

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Ampco-Pittsburgh Corporation (the “Company”) on Form 10-Q for the period ended June 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

/s/ Marliss D. Johnson

Marliss D. Johnson

Vice President, Controller and Treasurer

August 9, 2012

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Business Segments (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Net sales and income before income taxes
Net sales	$ 69,955,747	$ 94,971,201	$ 143,560,867	$ 184,039,242
Income before Income Taxes	2,659,212	13,655,798	6,499,526	25,275,443
Forged and Cast Rolls [Member]
Net sales and income before income taxes
Net sales	43,584,000	69,919,000	87,532,000	132,802,000
Income before Income Taxes	3,240,000	14,026,000	7,380,000	25,670,000
Air and Liquid Processing [Member]
Net sales and income before income taxes
Net sales	26,372,000	25,052,000	56,029,000	51,237,000
Income before Income Taxes	2,234,000	2,298,000	4,708,000	5,282,000
Other expense, including corporate costs [Member]
Net sales and income before income taxes
Income before Income Taxes	(2,815,000)	(2,668,000)	(5,588,000)	(5,677,000)
Reportable Segment [Member]
Net sales and income before income taxes
Net sales	69,955,747	94,971,201	143,560,867	184,039,242
Income before Income Taxes	$ 5,474,000	$ 16,324,000	$ 12,088,000	$ 30,952,000

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Pension and Other Postretirement Benefits (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
U.S. pension benefits plans [Member]
Contributions for pension and other postretirement benefits
Contributions	$ 0	$ 0
U.K. pension benefits plan [Member]
Contributions for pension and other postretirement benefits
Contributions	888	824
Other postretirement benefits (e.g. net payments) [Member]
Contributions for pension and other postretirement benefits
Contributions	289	330
U.K. defined contribution plan [Member]
Contributions for pension and other postretirement benefits
Contributions	$ 152	$ 204

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Business Segments (Tables)

6 Months Ended

Jun. 30, 2012

Business Segments [Abstract]

Business segment net sales and income before income taxes

	(in thousands)
	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Net Sales:
Forged and Cast Rolls	$	43,584		$	69,919		$	87,532		$	132,802
Air and Liquid Processing		26,372			25,052			56,029			51,237
Total Reportable Segments	$	69,956		$	94,971		$	143,561		$	184,039
Income before Income Taxes:
Forged and Cast Rolls	$	3,240		$	14,026		$	7,380		$	25,670
Air and Liquid Processing		2,234			2,298			4,708			5,282
Total Reportable Segments		5,474			16,324			12,088			30,952
Other expense, including corporate costs – net		(2,815	)		(2,668	)		(5,588	)		(5,677	)
Total	$	2,659		$	13,656		$	6,500		$	25,275

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Environmental Matters (Details) (USD $)	Jun. 30, 2012
Environmental Matters (Textual) [Abstract]
Potential liability for all environmental proceedings	$ 1,245,000

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Stock-Based Compensation (Details) (USD $)	1 Months Ended	3 Months Ended		6 Months Ended
	May 31, 2012	Jun. 30, 2012 Directors	Jun. 30, 2011	Jun. 30, 2012 Directors	Jun. 30, 2011
Stock- Based Compensation (Textual) [Abstract]
Number of shares authorized under Omnibus Incentive Plan		1,000,000		1,000,000
Number of non employee directors eligible to incentive plan		8		8
Stock options vesting period, years	3 years
Stock options exercise price	$ 17.67
Stock options fair value	$ 6.68
Expected life, years	6 years
Risk-free interest rate	0.76%
Expected dividend yield	3.01%
Expected volatility rate	53.46%
Stock-based compensation expense for non-qualified stock options to selected employees	$ 1,099,000
Requisite service period, years	3 years
Fair market value of fully vested shares as of the grant date		25,000		25,000
Shares of common stock issued to non-management directors				11,320
Stock-based compensation expense		266,000	613,000	665,000	961,000
Income tax benefit from stock-based compensation expense		$ 93,000	$ 215,000	$ 233,000	$ 336,000
Non-Qualified Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options granted to selected employees	164,500
Stock options life, years	10 years

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Property, Plant and Equipment

6 Months Ended

Jun. 30, 2012

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

3. Property, Plant and Equipment

Property, plant and equipment were comprised of the following:

	(in thousands)
	June 30, 2012			December 31, 2011
Land and land improvements	$	4,974		$	4,974
Buildings		41,447			41,433
Machinery and equipment		224,634			224,426
Construction-in-progress		18,173			12,446
Other		8,431			8,419
		297,659			291,698
Accumulated depreciation		(147,051	)		(141,458	)
	$	150,608		$	150,240

Land and buildings of Union Electric Steel UK Limited (UES-UK) equal to approximately $1,300,000 (£836,000) at June 30, 2012 are held as collateral by the trustees of the UES-UK contributory defined benefit pension plan (see Note 5).

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Property, Plant and Equipment (Details) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Property, plant and equipment
Land and land improvements	$ 4,974,000	$ 4,974,000
Buildings	41,447,000	41,433,000
Machinery and equipment	227,920,000	224,426,000
Construction-in-progress	14,887,000	12,446,000
Other	8,431,000	8,419,000
Property, plant and equipment, Gross	297,659,000	291,698,000
Accumulated depreciation	(147,051,000)	(141,458,000)
Property, plant and equipment, Net	$ 150,607,833	$ 150,239,845

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Inventories (Details Textual)	Jun. 30, 2012	Dec. 31, 2011
Inventories (Textual) [Abstract]
Percentage of inventories valued on the LIFO method	61.00%	62.00%

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Property, Plant and Equipment (Details Textual)	Jun. 30, 2012 USD ($)	Jun. 30, 2012 GBP (£)
Property, Plant and Equipment (Textual) [Abstract]
Property, plant and equipment, additional disclosures	$ 1,300,000	£ 836,000

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Other Current Liabilities (Details) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Schedule of Other Current Liabilities
Customer-related liabilities	$ 9,758,000	$ 10,506,000
Accrued sales commissions	1,861,000	2,245,000
Dividend payable	1,860,000	1,859,000
Other	7,407,000	5,727,000
Other current liabilities	$ 20,885,960	$ 20,337,409

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Inventories

6 Months Ended

Jun. 30, 2012

Inventories [Abstract]

Inventories

2. Inventories

At June 30, 2012 and December 31, 2011, approximately 61% and 62%, respectively, of the inventories were valued on the LIFO method with the remaining inventories valued on the FIFO method. Inventories were comprised of the following:

	(in thousands)
	June 30, 2012		December 31, 2011
Raw materials	$	18,919	$	20,798
Work-in-process		33,495		29,314
Finished goods		13,538		7,835
Supplies		11,643		10,597
	$	77,595	$	68,544

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Other Current Liabilities (Details1) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Schedule of Changes in Liability for Product Warranty Claims
Balance at beginning of the period	$ 5,472	$ 5,141	$ 5,498	$ 5,113
Satisfaction of warranty claims	(573)	(900)	(1,265)	(1,540)
Provision for warranty claims	642	699	1,231	1,298
Other, primarily impact from changes in foreign currency exchange rates	(53)	2	24	71
Balance at end of the period	$ 5,488	$ 4,942	$ 5,488	$ 4,942

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Litigation (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012 Claims
Schedule of loss contingencies by contingency
Open claims at end of period	7,973
Gross settlement and defense costs	$ 9,609
Asbestos Claims [Member]
Schedule of loss contingencies by contingency
Claims resolved	345

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Condensed Consolidated Balance Sheets (Unaudited) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 75,083,983	$ 69,887,839
Receivables, less allowance for doubtful accounts of $507,760 in 2012 and $140,582 in 2011	49,758,231	59,210,733
Inventories	77,594,612	68,544,000
Insurance receivables - asbestos	14,000,000	18,000,000
Other current assets	14,807,166	12,888,528
Total current assets	231,243,992	228,531,100
Property, plant and equipment, net	150,607,833	150,239,845
Insurance receivables - asbestos	105,837,849	108,419,004
Investments in joint ventures	14,126,061	14,872,595
Deferred tax assets	21,312,596	23,637,546
Other noncurrent assets	5,591,544	5,932,335
Total Assets	528,719,875	531,632,425
Current liabilities:
Accounts payable	20,831,856	19,528,382
Accrued payrolls and employee benefits	10,650,262	10,982,902
Industrial Revenue Bond debt	13,311,000	13,311,000
Asbestos liabilities - current portion	22,000,000	25,000,000
Other current liabilities	20,885,960	20,337,409
Total current liabilities	87,679,078	89,159,693
Employee benefit obligations	76,622,974	75,257,001
Asbestos liability	166,291,674	172,872,255
Other noncurrent liabilities	1,394,820	1,471,863
Total liabilities	331,988,546	338,760,812
Commitments and contingent liabilities (Note 6)
Shareholders' equity:
Common stock - par value $1; authorized 20,000,000 shares; issued and outstanding 10,342,756 shares in 2012 and 10,325,602 shares in 2011	10,342,756	10,325,602
Additional paid-in capital	123,927,165	123,088,241
Retained earnings	138,536,567	138,747,964
Accumulated other comprehensive loss	(76,075,159)	(79,290,194)
Total shareholders' equity	196,731,329	192,871,613
Total Liabilities and Shareholders' Equity	$ 528,719,875	$ 531,632,425

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Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Condensed Consolidated Statement of Cash Flows [Abstract]
Net cash flows provided by operating activities	$ 14,210,343	$ 14,433,220
Cash flows from investing activities:
Purchases of property, plant and equipment	(5,704,850)	(6,381,131)
Purchases of long-term marketable securities	(316,482)	(318,436)
Proceeds from sale of long-term marketable securities	314,900	288,147
Proceeds from U.K. government grant	0	484,499
Net cash flows used in investing activities	(5,706,432)	(5,926,921)
Cash flows from financing activities:
Dividends paid	(3,718,266)	(3,712,107)
Proceeds from the issuance of common stock	78,000	167,152
Excess tax benefits from the exercise of stock options	13,130	46,914
Net cash flows used in financing activities	(3,627,136)	(3,498,041)
Effect of exchange rate changes on cash and cash equivalents	319,369	332,651
Net increase in cash and cash equivalents	5,196,144	5,340,909
Cash and cash equivalents at beginning of period	69,887,839	70,020,838
Cash and cash equivalents at end of period	75,083,983	75,361,747
Supplemental information:
Income tax payments	2,822,660	3,578,668
Interest payments	116,340	160,338
Non-cash investing activities:
Purchases of property, plant and equipment included in accounts payable	$ 1,181,187	$ 1,339,007

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Commitments and Contingent Liabilities (Details)	Jun. 30, 2012 USD ($)	Jun. 30, 2012 GBP (£)	Dec. 31, 2010 USD ($)	Dec. 31, 2010 GBP (£)
Commitments and Contingent Liabilities (Textual) [Abstract]
Outstanding standby and commercial letters of credit	$ 19,546,000
Government grants awarded			1,325,000	850,000
Government grants received	710,000	445,000
Recorded liability	$ 0

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Other Current Liabilities (Tables)

6 Months Ended

Jun. 30, 2012

Other Current Liabilities [Abstract]

Schedule of other current liabilities

	(in thousands)
	June 30, 2012		December 31, 2011
Customer-related liabilities	$	9,758	$	10,506
Accrued sales commissions		1,861		2,245
Dividend payable		1,860		1,859
Other		7,407		5,727
	$	20,886	$	20,337

Schedule of changes in liability for product warranty claims

	(in thousands)
	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2012			2011			2012			2011
Balance at beginning of the period	$	5,472		$	5,141		$	5,498		$	5,113
Satisfaction of warranty claims		(573	)		(900	)		(1,265	)		(1,540	)
Provision for warranty claims		642			699			1,231			1,298
Other, primarily impact from changes in foreign currency exchange rates		(53	)		2			24			71
Balance at end of the period	$	5,488		$	4,942		$	5,488		$	4,942

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Foreign Currency Exchange and Futures Contracts (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011
Derivative [Line Items]
Anticipated foreign-denominated sales hedge	$ 26,236,000		$ 26,236,000
Change in fair value of contracts, recognized as comprehensive income (loss), net of income taxes	(228,910)	(130,503)	(3,399)	(261,272)
Purchase commitments covering period usage, years			4 years
Amount of the change in the fair value of futures contracts released from accumulated other comprehensive income (loss), net of income taxes	(28,138)	(191,310)	94,467	(621,329)
Foreign Currency Exchange and Futures Contracts (Textual) [Abstract]
Foreign-denominated sales cash flow contracts	1,438,000		1,438,000
Foreign-denominated sales fair value contracts	24,798,000		24,798,000
Percentage of purchase commitments covering anticipated natural gas usage	50.00%		50.00%
Purchase commitment amount of anticipated natural gas usage	9,000,000		9,000,000
Number of subsidiaries purchased commitments for natural gas usage	1		1
Gains on foreign exchange transactions included in other income (expense)	52,000	321,000	78,000	130,000
Other current assets [Member]
Derivative [Line Items]
Fair value hedges expecting to settle	(330,000)		(330,000)
Other noncurrent assets [Member]
Derivative [Line Items]
Fair value hedges expecting to settle	(48,000)		(48,000)
Other current liabilities [Member]
Derivative [Line Items]
Fair value hedges expecting to settle	(325,000)		(325,000)
Other noncurrent liabilities [Member]
Derivative [Line Items]
Fair value hedges expecting to settle	(46,000)		(46,000)
Foreign currency exchange sales contracts [Member]
Derivative [Line Items]
Cash flow hedges expecting to settle with the next 12 months recorded as other current assets	130,000		130,000
Change in fair value of copper and aluminum contracts, recorded in accumulated other comprehensive income (loss), net of income taxes	81,000		81,000		114,000
Change in fair value of contracts, recognized as comprehensive income (loss), net of income taxes			17,000
Expected release to pre-tax earnings	130,000		130,000
Fair value of assets held as collateral related to forward exchange contracts	785,000		785,000
Amount released to pre-tax earnings	0	15,000	79,000	198,000
Amount of the change in the fair value of futures contracts released from accumulated other comprehensive income (loss), net of income taxes			50,000
Foreign currency purchase contracts [Member]
Derivative [Line Items]
Change in fair value of copper and aluminum contracts, recorded in accumulated other comprehensive income (loss), net of income taxes	301,000		301,000		309,000
Expected release to pre-tax earnings	28,000		28,000
Amount released to pre-tax earnings	7,000	8,000	14,000	16,000
Amount of the change in the fair value of futures contracts released from accumulated other comprehensive income (loss), net of income taxes			8,000
Amount recognized in other comprehensive income (loss)			0	0
Commodities hedge contracts [Member]
Derivative [Line Items]
Fair value of anticipated commodities purchases hedged	(290,000)		(290,000)
Change in fair value of copper and aluminum contracts, recorded in accumulated other comprehensive income (loss), net of income taxes	(182,000)		(182,000)		(314,000)
Number of subsidiaries subject to risk from increase in price of commodities (copper and aluminum)	1		1
Amount of the change in the fair value of futures contracts released from accumulated other comprehensive income (loss), net of income taxes			(152,000)
Unrealized gains and losses on futures contracts cash flow hedges	(290,000)		(290,000)
Gains and losses on futures contracts cash flow hedges	38,000	276,000	(246,000)	780,000
Amount recognized in other comprehensive income (loss)			(20,000)
Copper purchases [Member]
Derivative [Line Items]
Anticipated foreign-denominated sales hedge	2,723,000		2,723,000
Percentage of anticipated purchases hedged	54.00%		54.00%
Time period for hedged purchases	8 months		8 months
Aluminum purchases [Member]
Derivative [Line Items]
Anticipated foreign-denominated sales hedge	810,000		810,000
Fair value of assets held as collateral related to futures	$ 500,000		$ 500,000
Percentage of anticipated purchases hedged	63.00%		63.00%
Time period for hedged purchases	6 months		6 months

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Fair Value (Tables)

6 Months Ended

Jun. 30, 2012

Fair Value [Abstract]

Fair value of financial assets and liabilities

	(in thousands)
	Quoted Prices in Active  Markets for Identical Inputs (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total
As of June 30, 2012
Investments
Other noncurrent assets	$	3,166	$	0		$	0	$	3,166
Foreign currency exchange contracts
Accounts receivable		0		(37	)		0		(37	)
Other current assets		0		460			0		460
Other noncurrent assets		0		48			0		48
Other current liabilities		0		288			0		288
Other noncurrent liabilities		0		46			0		46
As of December 31, 2011
Investments
Other noncurrent assets	$	3,090	$	0		$	0	$	3,090
Foreign currency exchange contracts
Other current assets		0		363			0		363
Other noncurrent assets		0		169			0		169
Other current liabilities		0		174			0		174
Other noncurrent liabilities		0		116			0		116

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Unaudited Condensed Consolidated Financial Statements

6 Months Ended

Jun. 30, 2012

Unaudited Condensed Consolidated Financial Statements [Abstract]

Unaudited Condensed Consolidated Financial Statements

1. Unaudited Condensed Consolidated Financial Statements

The condensed consolidated balance sheet as of June 30, 2012 and the condensed consolidated statements of operations, comprehensive income and cash flows for the three and six months ended June 30, 2012 and 2011 have been prepared by Ampco-Pittsburgh Corporation (the Corporation) without audit. In the opinion of management, all adjustments, consisting of only normal and recurring adjustments necessary to present fairly the financial position, results of operations and cash flows for the periods presented, have been made. The results of operations for the three and six months ended June 30, 2012 are not necessarily indicative of the operating results expected for the full year.

Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.

Recently Implemented Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board (FASB) issued ASU 2011-04, Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. ASU 2011-04 is to be applied prospectively and is effective for the Corporation for interim and annual periods beginning in 2012. The guidance primarily changes the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements and did not impact operating results, financial position or liquidity of the Corporation.

In June 2011, the FASB issued ASU 2011-05, Comprehensive Income, which eliminates the option to present other comprehensive income and its components as part of the statement of shareholders’ equity. All non-owner changes in shareholders’ equity will be presented either in a single continuous statement along with net income or in a separate statement immediately following the statement of income. ASU 2011-05 is to be applied retrospectively and is effective for the Corporation for interim and annual periods beginning in 2012. The guidance does not change whether items are reported in net income or other comprehensive income or when items in other comprehensive income are reclassified to net income; accordingly, adoption of ASU 2011-05 did not impact operating results, financial position or liquidity of the Corporation. The Corporation elected to present other comprehensive income and its components as a separate statement immediately following its condensed consolidated statements of operations.

Recently Issued Accounting Pronouncements

In December 2011, the FASB issued ASU 2011-11, Disclosures about Offsetting Assets and Liabilities, which requires expanded disclosures, including gross and net information, about financial and derivative instruments that are either offset in the balance sheet or are subject to an enforceable master netting arrangement or similar agreement. The guidance is effective for reporting periods beginning on or after January 1, 2013 and is to be applied retrospectively. The new guidance affects disclosures only and will not impact operating results, financial position or liquidity of the Corporation.

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Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Condensed Consolidated Balance Sheets [Abstract]
Receivables, allowance for doubtful accounts	$ 507,760	$ 140,582
Common stock, par value	$ 1	$ 1
Common stock, authorized shares	20,000,000	20,000,000
Common stock, issued shares	10,342,756	10,325,602
Common stock, outstanding shares	10,342,756	10,325,602

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Litigation

6 Months Ended

Jun. 30, 2012

Litigation [Abstract]

Litigation

11. Litigation (claims not in thousands)

The Corporation and its subsidiaries are involved in various claims and lawsuits incidental to their businesses. In addition, it is also subject to asbestos litigation as described below.

Asbestos Litigation

Claims have been asserted alleging personal injury from exposure to asbestos-containing components historically used in some products of predecessors of the Corporation’s Air & Liquid Systems Corporation subsidiary (“Asbestos Liability”) and of an inactive subsidiary in dissolution. Those subsidiaries, and in some cases the Corporation, are defendants (among a number of defendants, often in excess of 50) in cases filed in various state and federal courts.

Asbestos Claims

The following table reflects approximate information about the claims for Asbestos Liability against the subsidiaries and the Corporation, along with certain asbestos claims asserted against the inactive subsidiary in dissolution, for the six months ended June 30, 2012:

Open claims at end of period		7,973	(1)
Gross settlement and defense costs (in 000’s)	$	9,609
Claims resolved		345

(1) Included as “open claims” are approximately 1,657 claims classified in various jurisdictions as “inactive” or transferred to a state or federal judicial panel on multi-district litigation, commonly referred to as the MDL.

A substantial majority of the settlement and defense costs reflected in the above table were paid by insurers. Because claims are often filed and can be settled or dismissed in large groups, the amount and timing of settlements, as well as the number of open claims, can fluctuate significantly from period to period. In 2006, for the first time, a claim for Asbestos Liability against one of the Corporation’s subsidiaries was tried to a jury. The trial resulted in a defense verdict. Plaintiffs appealed that verdict and in 2008 the California Court of Appeals reversed the jury verdict and remanded the case back to the trial court.

Asbestos Insurance

Certain of the Corporation’s subsidiaries and the Corporation have an arrangement (the “Coverage Arrangement”) with insurers responsible for historical primary and some first-layer excess insurance coverage for Asbestos Liability (the “Paying Insurers”). Under the Coverage Arrangement, the Paying Insurers accept financial responsibility, subject to the limits of the policies and based on fixed defense percentages and specified indemnity allocation formulas, for pending and future claims for Asbestos Liability. The claims against the Corporation’s inactive subsidiary that is in dissolution proceedings, numbering approximately 290 as of June 30, 2012, are not included within the Coverage Arrangement. The Corporation believes that the claims against the inactive subsidiary in dissolution are immaterial.

The Coverage Arrangement includes an acknowledgement that Howden North America, Inc. (“Howden”) is entitled to coverage under policies covering Asbestos Liability for claims arising out of the historical products manufactured or distributed by Buffalo Forge, a former subsidiary of the Corporation (the “Products”). The Coverage Arrangement does not provide for any prioritization on access to the applicable policies or monetary cap other than the limits of the policies, and, accordingly, Howden may access the policies at any time for any covered claim arising out of a Product. In general, access by Howden to the policies covering the Products will erode the coverage under the policies available to the Corporation and the relevant subsidiaries for Asbestos Liability alleged to arise out of not only the Products but also other historical products of the Corporation and its subsidiaries covered by the applicable policies.

On February 24, 2011, the Corporation and its Air & Liquid Systems Corporation subsidiary filed a lawsuit in the United States District Court for the Western District of Pennsylvania against thirteen domestic insurance companies, certain underwriters at Lloyd’s, London and certain London market insurance companies, and Howden. The lawsuit seeks a declaratory judgment regarding the respective rights and obligations of the parties under excess insurance policies not included within the Coverage Arrangement that were issued to the Corporation from 1981 through 1984 as respects claims against the Corporation and its subsidiary for Asbestos Liability and as respects asbestos bodily-injury claims against Howden arising from the Products. Various counterclaims, cross claims and third party claims have been filed in the litigation.

Asbestos Valuations

In 2006, the Corporation retained Hamilton, Rabinovitz & Associates, Inc. (“HR&A”), a nationally recognized expert in the valuation of asbestos liabilities, to assist the Corporation in estimating the potential liability for pending and unasserted future claims for Asbestos Liability. HR&A was not requested to estimate asbestos claims against the inactive subsidiary in dissolution or the former division, which the Corporation believes are immaterial. Based on this analysis, the Corporation recorded a reserve for Asbestos Liability claims pending or projected to be asserted through 2013 as at December 31, 2006. HR&A’s analysis was updated in 2008, and additional reserves were established by the Corporation as at December 31, 2008 for Asbestos Liability claims pending or projected to be asserted through 2018. HR&A’s analysis was most recently updated in 2010, and additional reserves were established by the Corporation as at December 31, 2010 for Asbestos Liability claims pending or projected to be asserted through 2020. The methodology used by HR&A in its projection in 2010 of the operating subsidiaries’ liability for pending and unasserted potential future claims for Asbestos Liability, which is substantially the same as the methodology employed by HR&A in the 2006 and 2008 estimates, relied upon and included the following factors:

• HR&A’s interpretation of a widely accepted forecast of the population likely to have been exposed to asbestos;

• epidemiological studies estimating the number of people likely to develop asbestos-related diseases;

• HR&A’s analysis of the number of people likely to file an asbestos-related injury claim against the subsidiaries and the Corporation based on such epidemiological data and relevant claims history from January 1, 2008 to August 30, 2010;

• an analysis of pending cases, by type of injury claimed and jurisdiction where the claim is filed;

• an analysis of claims resolution history from January 1, 2008 to August 30, 2010 to determine the average settlement value of claims, by type of injury claimed and jurisdiction of filing; and

• an adjustment for inflation in the future average settlement value of claims, at an annual inflation rate based on the Congressional Budget Office’s ten year forecast of inflation.

Using this information, HR&A estimated in 2010 the number of future claims for Asbestos Liability that would be filed through the year 2020, as well as the settlement or indemnity costs that would be incurred to resolve both pending and future unasserted claims through 2020. This methodology has been accepted by numerous courts. For purposes of its consolidated financial statements for the three months ended March 31, 2012, the Corporation reviewed its current Asbestos Liability and ultimately utilized the estimate by HR&A completed in 2010, as updated by the Corporation to reflect its Asbestos Liability expenditures through June 30, 2012.

In conjunction with developing the aggregate liability estimate referenced above, the Corporation also developed an estimate of probable insurance recoveries for its Asbestos Liabilities. In developing the estimate, the Corporation considered HR&A’s projection for settlement or indemnity costs for Asbestos Liability and management’s projection of associated defense costs (based on the current defense to indemnity cost ratio), as well as a number of additional factors. These additional factors included the Coverage Arrangement, self-insured retentions, policy exclusions, policy limits, policy provisions regarding coverage for defense costs, attachment points, prior impairment of policies and gaps in the coverage, policy exhaustions, insolvencies among certain of the insurance carriers, the nature of the underlying claims for Asbestos Liability asserted against the subsidiaries and the Corporation as reflected in the Corporation’s asbestos claims database, as well as estimated erosion of insurance limits on account of claims against Howden arising out of the Products. In addition to consulting with the Corporation’s outside legal counsel on these insurance matters, the Corporation retained in 2010 a nationally-recognized insurance consulting firm to assist the Corporation with certain policy allocation matters that also are among the several factors considered by the Corporation when analyzing potential recoveries from relevant historical insurance for Asbestos Liabilities. Based upon all of the factors considered by the Corporation, and taking into account the Corporation’s analysis of publicly available information regarding the credit-worthiness of various insurers, the Corporation estimated the probable insurance recoveries for Asbestos Liability and defense costs through 2020. Although the Corporation believes that the assumptions employed in the insurance valuation were reasonable and previously consulted with its outside legal counsel and insurance consultant regarding those assumptions, there are other assumptions that could have been employed that would have resulted in materially lower insurance recovery projections.

Based on the analyses described above, the Corporation’s reserve at December 31, 2010 for the total costs, including defense costs, for Asbestos Liability claims pending or projected to be asserted through 2020 was $218,303,000, of which approximately 85% was attributable to settlement costs for unasserted claims projected to be filed through 2020 and future defense costs. The reserve at June 30, 2012 was $188,031,000. While it is reasonably possible that the Corporation will incur additional charges for Asbestos Liability and defense costs in excess of the amounts currently reserved, the Corporation believes that there is too much uncertainty to provide for reasonable estimation of the number of future claims, the nature of such claims and the cost to resolve them beyond 2020. Accordingly, no reserve has been recorded for any costs that may be incurred after 2020.

The Corporation’s receivable at December 31, 2010 for insurance recoveries attributable to the claims for which the Corporation’s Asbestos Liability reserve has been established, including the portion of incurred defense costs covered by the Coverage Arrangement, and the probable payments and reimbursements relating to the estimated indemnity and defense costs for pending and unasserted future Asbestos Liability claims, was $141,839,000 ($119,625,000 as of June 30, 2012). The insurance receivable recorded by the Corporation does not assume any recovery from insolvent carriers, and substantially all of the insurance recoveries deemed probable were from insurance companies rated A – (excellent) or better by A.M. Best Corporation. There can be no assurance, however, that there will not be further insolvencies among the relevant insurance carriers, or that the assumed percentage recoveries for certain carriers will prove correct. The difference between insurance recoveries and projected costs is not due to exhaustion of all insurance coverage for Asbestos Liability. The Corporation and the subsidiaries have substantial additional insurance coverage which the Corporation expects to be available for Asbestos Liability claims and defense costs the subsidiaries and it may incur after 2020. However, this insurance coverage also can be expected to have gaps creating significant shortfalls of insurance recoveries as against claims expense, which could be material in future years.

The amounts recorded by the Corporation for Asbestos Liabilities and insurance receivables rely on assumptions that are based on currently known facts and strategy. The Corporation’s actual expenses or insurance recoveries could be significantly higher or lower than those recorded if assumptions used in the Corporation’s or HR&A’s calculations vary significantly from actual results. Key variables in these assumptions are identified above and include the number and type of new claims to be filed each year, the average cost of disposing of each such new claim, average annual defense costs, the resolution of coverage issues with insurance carriers, and the solvency risk with respect to the relevant insurance carriers. Other factors that may affect the Corporation’s Asbestos Liability and ability to recover under its insurance policies include uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, reforms that may be made by state and federal courts, and the passage of state or federal tort reform legislation.

The Corporation intends to evaluate its estimated Asbestos Liability and related insurance receivables as well as the underlying assumptions on a regular basis to determine whether any adjustments to the estimates are required. Due to the uncertainties surrounding asbestos litigation and insurance, these regular reviews may result in the Corporation incurring future charges; however, the Corporation is currently unable to estimate such future charges. Adjustments, if any, to the Corporation’s estimate of its recorded Asbestos Liability and/or insurance receivables could be material to operating results for the periods in which the adjustments to the liability or receivable are recorded, and to the Corporation’s liquidity and consolidated financial position.

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Document and Entity Information	6 Months Ended
	Jun. 30, 2012	Aug. 03, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	AMPCO PITTSBURGH CORP
Entity Central Index Key	0000006176
Document Type	10-Q
Document Period End Date	Jun. 30, 2012
Amendment Flag	false
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock Shares Outstanding		10,342,756

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Environmental Matters

6 Months Ended

Jun. 30, 2012

Environmental Matters [Abstract]

Environmental Matters

12. Environmental Matters

The Corporation is currently performing certain remedial actions in connection with the sale of real estate previously owned. Settlements were paid by the Corporation’s insurance carriers at two third-party landfill sites where it was named a Potentially Responsible Party. In addition, as a result of a sale of a segment in 2003, the Corporation retained the liability to remediate certain environmental contamination and has agreed to indemnify the buyer against third-party claims arising from the discharge of certain contamination, the costs for which were accrued at the time of sale.

Environmental exposures are difficult to assess and estimate for numerous reasons including lack of reliable data, the multiplicity of possible solutions, the years of remedial and monitoring activity required, and identification of new sites. In the opinion of management and in consideration of advice from the Corporation’s consultants, the potential liability for all environmental proceedings of approximately $1,245,000 at June 30, 2012 is considered adequate based on information known to date.

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Condensed Consolidated Statements of Operations (Unaudited) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Condensed Consolidated Statements of Operations [Abstract]
Net sales	$ 69,955,747	$ 94,971,201	$ 143,560,867	$ 184,039,242
Operating costs and expenses:
Costs of products sold (excluding depreciation)	54,301,753	67,590,005	110,538,206	130,984,148
Selling and administrative	9,972,832	11,239,514	20,400,230	22,121,125
Depreciation	2,754,550	2,623,989	5,579,161	5,287,757
(Gain) loss on disposition of assets	(1,338)	1,762	(1,338)	1,762
Total operating expenses	67,027,797	81,455,270	136,516,259	158,394,792
Income from operations	2,927,950	13,515,931	7,044,608	25,644,450
Other income (expense):
Investment-related income	17,790	83,925	34,180	106,469
Interest expense	(60,538)	(82,191)	(116,550)	(158,960)
Other - net	(225,990)	138,133	(462,712)	(316,516)
Total other income (expense)	(268,738)	139,867	(545,082)	(369,007)
Income before income taxes and equity losses in Chinese joint venture	2,659,212	13,655,798	6,499,526	25,275,443
Income tax provision	(770,000)	(4,366,000)	(2,145,000)	(8,239,000)
Equity losses in Chinese joint venture	(380,717)	(167,051)	(846,480)	(237,119)
Net income	$ 1,508,495	$ 9,122,747	$ 3,508,046	$ 16,799,324
Net income per common share:
Basic	$ 0.15	$ 0.88	$ 0.34	$ 1.63
Diluted	$ 0.15	$ 0.88	$ 0.34	$ 1.62
Cash dividends declared per share	$ 0.18	$ 0.18	$ 0.36	$ 0.36
Weighted average number of common shares outstanding:
Basic	10,338,775	10,317,793	10,333,888	10,311,509
Diluted	10,386,521	10,406,688	10,389,531	10,386,284

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Commitments and Contingent Liabilities

6 Months Ended

Jun. 30, 2012

Commitments and Contingent Liabilities [Abstract]

Commitments and Contingent Liabilities

6. Commitments and Contingent Liabilities

Outstanding standby and commercial letters of credit as of June 30, 2012 approximated $19,546,000, the majority of which serve as collateral for the Industrial Revenue Bond debt.

In 2010, UES-UK was awarded a government grant of up to $1,325,000 (£850,000) toward the purchase and installation of certain machinery and equipment of which $710,000 (£445,000) has been received to date. Under the agreement, the grant is repayable if certain conditions are not met including achieving and maintaining a targeted level of employment through 2017. UES-UK’s level of employment currently exceeds and is expected to continue to exceed the targeted level of employment; accordingly, no liability has been recorded.

See Note 11 regarding litigation and Note 12 for environmental matters.

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Pension and Other Postretirement Benefits

6 Months Ended

Jun. 30, 2012

Pension and Other Postretirement Benefits [Abstract]

Pension and Other Postretirement Benefits

5. Pension and Other Postretirement Benefits

Contributions for the six months ended June 30, 2012 and 2011 were as follows:

	(in thousands)
	2012		2011
U.S. pension benefits plans	$	0	$	0
U.K. pension benefits plan	$	888	$	824
Other postretirement benefits (e.g. net payments)	$	289	$	330
U.K. defined contribution plan	$	152	$	204

Net periodic pension and other postretirement costs include the following components:

	(in thousands)
	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2012			2011			2012			2011
U.S. Pension Benefits
Service cost	$	1,151		$	731		$	1,972		$	1,557
Interest cost		2,063			2,136			4,257			4,434
Expected return on plan assets		(2,395	)		(2,538	)		(4,778	)		(4,829	)
Amortization of prior service cost		167			164			334			328
Amortization of actuarial loss		1,512			1,160			3,043			2,118
Net benefit cost	$	2,498		$	1,653		$	4,828		$	3,608
Foreign Pension Benefits
Interest cost	$	622		$	659		$	1,245		$	1,303
Expected return on plan assets		(522	)		(588	)		(1,044	)		(1,163	)
Amortization of actuarial loss		149			127			297			250
Net benefit cost	$	249		$	198		$	498		$	390
Other Postretirement Benefits
Service cost	$	162		$	164		$	323		$	321
Interest cost		229			279			459			510
Amortization of prior service cost		21			22			43			43
Amortization of actuarial loss		103			100			206			128
Net benefit cost	$	515		$	565		$	1,031		$	1,002

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Pension and Other Postretirement Benefits (Tables)

6 Months Ended

Jun. 30, 2012

Pension and Other Postretirement Benefits [Abstract]

Contributions for pension and other postretirement benefits

	(in thousands)
	2012		2011
U.S. pension benefits plans	$	0	$	0
U.K. pension benefits plan	$	888	$	824
Other postretirement benefits (e.g. net payments)	$	289	$	330
U.K. defined contribution plan	$	152	$	204

Net periodic pension and other postretirement costs

	(in thousands)
	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2012			2011			2012			2011
U.S. Pension Benefits
Service cost	$	1,151		$	731		$	1,972		$	1,557
Interest cost		2,063			2,136			4,257			4,434
Expected return on plan assets		(2,395	)		(2,538	)		(4,778	)		(4,829	)
Amortization of prior service cost		167			164			334			328
Amortization of actuarial loss		1,512			1,160			3,043			2,118
Net benefit cost	$	2,498		$	1,653		$	4,828		$	3,608
Foreign Pension Benefits
Interest cost	$	622		$	659		$	1,245		$	1,303
Expected return on plan assets		(522	)		(588	)		(1,044	)		(1,163	)
Amortization of actuarial loss		149			127			297			250
Net benefit cost	$	249		$	198		$	498		$	390
Other Postretirement Benefits
Service cost	$	162		$	164		$	323		$	321
Interest cost		229			279			459			510
Amortization of prior service cost		21			22			43			43
Amortization of actuarial loss		103			100			206			128
Net benefit cost	$	515		$	565		$	1,031		$	1,002

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Unaudited Condensed Consolidated Financial Statements (Policies)

6 Months Ended

Jun. 30, 2012

Unaudited Condensed Consolidated Financial Statements [Abstract]

Unaudited Condensed Consolidated Financial Statements

The condensed consolidated balance sheet as of June 30, 2012 and the condensed consolidated statements of operations, comprehensive income and cash flows for the three and six months ended June 30, 2012 and 2011 have been prepared by Ampco-Pittsburgh Corporation (the Corporation) without audit. In the opinion of management, all adjustments, consisting of only normal and recurring adjustments necessary to present fairly the financial position, results of operations and cash flows for the periods presented, have been made. The results of operations for the three and six months ended June 30, 2012 are not necessarily indicative of the operating results expected for the full year.

Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.

Recently Implemented Accounting Pronouncements

Recently Implemented Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board (FASB) issued ASU 2011-04, Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. ASU 2011-04 is to be applied prospectively and is effective for the Corporation for interim and annual periods beginning in 2012. The guidance primarily changes the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements and did not impact operating results, financial position or liquidity of the Corporation.

In June 2011, the FASB issued ASU 2011-05, Comprehensive Income, which eliminates the option to present other comprehensive income and its components as part of the statement of shareholders’ equity. All non-owner changes in shareholders’ equity will be presented either in a single continuous statement along with net income or in a separate statement immediately following the statement of income. ASU 2011-05 is to be applied retrospectively and is effective for the Corporation for interim and annual periods beginning in 2012. The guidance does not change whether items are reported in net income or other comprehensive income or when items in other comprehensive income are reclassified to net income; accordingly, adoption of ASU 2011-05 did not impact operating results, financial position or liquidity of the Corporation. The Corporation elected to present other comprehensive income and its components as a separate statement immediately following its condensed consolidated statements of operations.

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Fair Value

6 Months Ended

Jun. 30, 2012

Fair Value [Abstract]

Fair Value

9. Fair Value

The Corporation’s financial assets and liabilities that are reported at fair value in the accompanying condensed consolidated balance sheet as of June 30, 2012 and December 31, 2011 were as follows:

	(in thousands)
	Quoted Prices in Active  Markets for Identical Inputs (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total
As of June 30, 2012
Investments
Other noncurrent assets	$	3,166	$	0		$	0	$	3,166
Foreign currency exchange contracts
Accounts receivable		0		(37	)		0		(37	)
Other current assets		0		460			0		460
Other noncurrent assets		0		48			0		48
Other current liabilities		0		288			0		288
Other noncurrent liabilities		0		46			0		46
As of December 31, 2011
Investments
Other noncurrent assets	$	3,090	$	0		$	0	$	3,090
Foreign currency exchange contracts
Other current assets		0		363			0		363
Other noncurrent assets		0		169			0		169
Other current liabilities		0		174			0		174
Other noncurrent liabilities		0		116			0		116

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Foreign Currency Exchange and Futures Contracts

6 Months Ended

Jun. 30, 2012

Foreign Currency Exchange and Futures Contracts [Abstract]

Foreign Currency Exchange and Futures Contracts

7. Foreign Currency Exchange and Futures Contracts

Certain of the Corporation’s operations are subject to risk from exchange rate fluctuations in connection with sales in foreign currencies. To minimize this risk, foreign currency sales contracts are entered into which are designated as cash flow or fair value hedges and are recorded in the condensed consolidated balance sheet as either an asset or a liability measured at their fair value. The accounting for changes in the fair value of a derivative depends on the use of the derivative. To the extent that a derivative is designated and effective as a cash flow hedge of an exposure to future changes in value, the change in fair value of the derivative is deferred in accumulated other comprehensive income (loss). Any portion considered to be ineffective, including that arising from the unlikelihood of an anticipated transaction to occur, is reported as a component of earnings (other income/expense) immediately. Upon occurrence of the anticipated transaction, the derivative designated and effective as a cash flow hedge is de-designated as a fair value hedge and the change in fair value previously deferred in accumulated other comprehensive income (loss) is reclassified to earnings (net sales) with subsequent changes in fair value recorded as a component of earnings (other income/expense). To the extent that a derivative is designated and effective as a hedge of an exposure to changes in fair value, the change in the derivative’s fair value will be offset in the condensed consolidated statement of operations by the change in the fair value of the item being hedged and is recorded as a component of earnings (other income/expense).

No portion of the existing cash flow or fair value hedges is considered to be ineffective, including any ineffectiveness arising from the unlikelihood of an anticipated transaction to occur. Additionally, no amounts have been excluded from assessing the effectiveness of the hedge.

As of June 30, 2012, approximately $26,236,000 of anticipated foreign-denominated sales has been hedged of which $1,438,000 is covered by cash flow contracts settling at various dates through March 2013 and the remaining $24,798,000 is covered by fair value contracts settling at various dates through September 2013. As of June 30, 2012, the fair value of foreign currency sales contracts designated as cash flow hedges expecting to settle within the next 12 months approximated $130,000 and is recorded as other current assets. The change in the fair value of the contracts is recorded as a component of accumulated other comprehensive income (loss) and approximated $81,000 and $114,000, net of income taxes, as of June 30, 2012 and December 31, 2011, respectively. During the six months ended June 30, 2012, approximately $17,000, net of income taxes, was recognized as comprehensive income (loss) and $50,000, net of income taxes, was released from accumulated other comprehensive income (loss). The change in the fair value will be reclassified to earnings when the projected sale occurs with approximately $130,000 expected to be released to pretax earnings in the next 12 months. During the three months ended June 30, 2012, no amounts were released to pre-tax earnings and for the three months ended June 30, 2011 approximately $15,000 was released to pre-tax earnings. During the six months ended June 30, 2012 and 2011, approximately $79,000 and $198,000, respectively, was released to pre-tax earnings

As of June 30, 2012, the fair value of foreign currency sales contracts designated as fair value hedges expecting to settle within the next 12 months approximated $330,000 and is recorded as other current assets. (The fair value of the related hedged items, recorded as other current liabilities or a reduction to accounts receivable, approximated $325,000.) The fair value of the remaining fair value hedges equaled $48,000 and is recorded as other noncurrent assets. (The fair value of the related hedged items, recorded as other noncurrent liabilities, approximated $46,000.) The fair value of assets held as collateral as of June 30, 2012 approximated $785,000.

Gains (losses) on foreign exchange transactions included in other income (expense) approximated $52,000 and $321,000 for the three months ended June 30, 2012 and 2011, respectively, and $78,000 and $130,000 for the six months ended June 30, 2012 and 2011, respectively.

In May 2009, the Corporation entered into foreign currency purchase contracts to manage the volatility associated with Euro-denominated progress payments to be made for certain machinery and equipment. All contracts were settled as of December 31, 2010; accordingly, no amounts were recognized as comprehensive income (loss) in 2011 or 2012. Approximately $8,000, net of income taxes, was released from accumulated other comprehensive income (loss) for the six months ended June 30, 2012. The change in the fair value of the contracts is recorded as a component of accumulated other comprehensive income (loss) and approximated $301,000 and $309,000, net of income taxes, as of June 30, 2012 and December 31, 2011, respectively. The change in the fair value is being amortized to pre-tax earnings (as an offset to depreciation expense) over the life of the underlying assets. For the three months ended June 30, 2012 and 2011, approximately $7,000 and $8,000, respectively, was released to pre-tax earnings and for the six months ended June 30, 2012 and 2011, approximately $14,000 and $16,000, respectively, was released to pre-tax earnings. Approximately $28,000 is expected to be released to pre-tax earnings within the next 12 months.

At June 30, 2012, the Corporation has purchase commitments covering 50% or $9,000,000 of anticipated natural gas usage over approximately the next four years at one of its subsidiaries. The commitments qualify as normal purchases and, accordingly, are not reflected on the condensed consolidated balance sheet.

One of the Corporation’s subsidiaries is subject to risk from increases in the price of commodities (copper and aluminum) used in the production of inventory. To minimize this risk, futures contracts are entered into which are designated as cash flow hedges. The change in fair value of the derivative is deferred in accumulated other comprehensive income (loss). Any portion considered to be ineffective, including that arising from the unlikelihood of an anticipated transaction to occur, is reported as a component of earnings (other income/expense) immediately. Upon occurrence of the anticipated transaction, the futures contract is settled and the change in fair value previously deferred in accumulated other comprehensive income (loss) is reclassified to earnings (costs of products sold) when the projected sales occur. At June 30, 2012, approximately 54% or $2,723,000 of anticipated copper purchases over the next eight months and 63% or $810,000 of anticipated aluminum purchases over the next six months are hedged. The fair value of these contracts (both outstanding and settled) approximated $(290,000) as of June 30, 2012. The change in the fair value of the contracts designated as cash flow hedges is recorded as a component of accumulated other comprehensive income (loss) and approximated $(181,000) and $(314,000), net of income taxes, as of June 30, 2012 and December 31, 2011, respectively. During the six months ended June 30, 2012, approximately $(20,000), net of income taxes, was recognized as comprehensive income (loss) and $(153,000), net of income taxes, was released from accumulated other comprehensive income (loss). The change in the fair value will be reclassified to earnings when the projected sale occurs with approximately $(290,000) expected to be released to pretax earnings in the next 12 months. During the three months ended June 30, 2012 and 2011, approximately $38,000 and $276,000, respectively, was released to pre-tax earnings and during the six months ended June 30, 2012 and 2011, approximately $(246,000) and $780,000, respectively, was released to pre-tax earnings. The fair value of assets held as collateral as of June 30, 2012 equaled $500,000.

The Corporation does not enter into derivative transactions for speculative purposes and, therefore, holds no derivative instruments for trading purposes.

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Stock-Based Compensation

6 Months Ended

Jun. 30, 2012

Stock-Based Compensation [Abstract]

Stock-Based Compensation

8. Stock-Based Compensation

In May 2011, the shareholders of the Corporation approved the adoption of the 2011 Omnibus Incentive Plan (Incentive Plan) which authorizes the issuance of up to 1,000,000 shares of the Corporation’s common stock for grants of equity-based compensation. Awards under the Incentive Plan may include incentive non-qualified stock options, stock appreciation rights, restricted shares and restricted stock units, performance awards, other stock-based awards or short-term cash incentive awards. The Incentive Plan is administered by the Compensation Committee of the Board of Directors who has the authority to determine, within the limits of the express provisions of the Incentive Plan, the individuals to whom the awards will be granted; the nature, amount and terms of such awards; and the objectives and conditions for earning such awards.

In May 2012, the Compensation Committee granted 164,500 non-qualified stock options to select employees. The options have a ten-year life and vest over a three year period. The exercise price of $17.67 was equal to the closing price of the Corporation’s common stock on the New York Stock Exchange on the date of grant and the fair value of the options was $6.68 per share. The fair value of the options as of the date of grant was calculated using the Black-Scholes option-pricing model based on an assumption for the expected life of the options of six years, a risk-free interest rate of 0.76%, an expected dividend yield of 3.01% and an expected volatility of 53.46%. The resultant stock-based compensation expense of $1,099,000 will be recognized over the requisite service period of three years.

The Incentive Plan also provides for annual grants of shares of the Corporation’s common stock to the eight non-employee directors following the Corporation’s annual shareholder meeting. Each annual director award will be for a number of shares having a fair market value equal to $25,000 and will be fully vested as of the grant date. In June 2012, 11,320 shares of common stock were issued to the non-management directors.

Stock-based compensation expense for the three months ended June 30, 2012 and 2011 equaled $266,000 and $613,000, respectively. The related income tax benefit recognized in the condensed consolidated statement of operations for each of the periods was approximately $93,000 and $215,000, respectively. Stock-based compensation expense for the six months ended June 30, 2012 and 2011 equaled $665,000 and $961,000, respectively. The related income tax benefit recognized in the condensed consolidated statement of operations for each of the periods was approximately $233,000 and $336,000, respectively.

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Business Segments

6 Months Ended

Jun. 30, 2012

Business Segments [Abstract]

Business Segments

10. Business Segments

Presented below are the net sales and income before income taxes for the Corporation’s two business segments.

	(in thousands)
	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Net Sales:
Forged and Cast Rolls	$	43,584		$	69,919		$	87,532		$	132,802
Air and Liquid Processing		26,372			25,052			56,029			51,237
Total Reportable Segments	$	69,956		$	94,971		$	143,561		$	184,039
Income before Income Taxes:
Forged and Cast Rolls	$	3,240		$	14,026		$	7,380		$	25,670
Air and Liquid Processing		2,234			2,298			4,708			5,282
Total Reportable Segments		5,474			16,324			12,088			30,952
Other expense, including corporate costs – net		(2,815	)		(2,668	)		(5,588	)		(5,677	)
Total	$	2,659		$	13,656		$	6,500		$	25,275

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Pension and Other Postretirement Benefits (Details1) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
U.S. Pension Benefits [Member]
Net periodic pension and other postretirement costs
Service cost	$ 1,151	$ 731	$ 1,972	$ 1,557
Interest cost	2,063	2,136	4,257	4,434
Expected return on plan assets	(2,395)	(2,538)	(4,778)	(4,829)
Amortization of prior service cost	167	164	334	328
Amortization of actuarial loss	1,512	1,160	3,043	2,118
Net benefit cost	2,498	1,653	4,828	3,608
Foreign Pension Benefits [Member]
Net periodic pension and other postretirement costs
Interest cost	622	659	1,245	1,303
Expected return on plan assets	(522)	(588)	(1,044)	(1,163)
Amortization of actuarial loss	149	127	297	250
Net benefit cost	249	198	498	390
Other Postretirement Benefits [Member]
Net periodic pension and other postretirement costs
Service cost	162	164	323	321
Interest cost	229	279	459	510
Amortization of prior service cost	21	22	43	43
Amortization of actuarial loss	103	100	206	128
Net benefit cost	$ 515	$ 565	$ 1,031	$ 1,002

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Property, Plant and Equipment (Tables)

6 Months Ended

Jun. 30, 2012

Property, Plant and Equipment [Abstract]

Property, plant and equipment

	(in thousands)
	June 30, 2012			December 31, 2011
Land and land improvements	$	4,974		$	4,974
Buildings		41,447			41,433
Machinery and equipment		224,634			224,426
Construction-in-progress		18,173			12,446
Other		8,431			8,419
		297,659			291,698
Accumulated depreciation		(147,051	)		(141,458	)
	$	150,608		$	150,240

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Litigation (Tables)

6 Months Ended

Jun. 30, 2012

Litigation [Abstract]

Schedule of loss contingencies by contingency

Open claims at end of period		7,973	(1)
Gross settlement and defense costs (in 000’s)	$	9,609
Claims resolved		345

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Litigation (Details Textual) (USD $)	6 Months Ended
	Jun. 30, 2012 Claims	Dec. 31, 2010
Litigation (Textual) [Abstract]
Number of claims inactive or transferred to MDL panel	1,657
Reserves for total costs for asbestos liability claims pending or projected	$ 188,031,000	$ 218,303,000
Percentage attributable to settlement costs for unasserted claims projected to be filed	85.00%
Insurance recoveries receivable	$ 119,625,000	$ 141,839,000

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Condensed Consolidated Statements of Comprehensive Income (Unaudited) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Comprehensive Income (Loss) [Abstract]
Net income	$ 1,508,495	$ 9,122,747	$ 3,508,046	$ 16,799,324
Adjustments for changes in:
Foreign exchange translation	(1,148,330)	20,556	593,930	1,453,387
Unrealized holding (losses) gains on marketable securities	(69,260)	6,118	40,590	109,205
Fair value of cash flow hedges	(228,910)	(130,503)	(3,399)	(261,272)
Reclassification adjustments for items included in net income:
Amortization of unrecognized employee benefit costs	1,250,681	1,005,238	2,516,877	1,836,733
Realized (gains) from sale of marketable securities	(6,533)	(15,526)	(27,430)	(22,039)
Realized (gains) losses from settlement of cash flow hedges	(28,138)	(191,310)	94,467	(621,329)
Other comprehensive (loss) income	(230,490)	694,573	3,215,035	2,494,685
Comprehensive income	$ 1,278,005	$ 9,817,320	$ 6,723,081	$ 19,294,009

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Other Current Liabilities

6 Months Ended

Jun. 30, 2012

Other Current Liabilities [Abstract]

Other Current Liabilities

4. Other Current Liabilities

Other current liabilities were comprised of the following:

	(in thousands)
	June 30, 2012		December 31, 2011
Customer-related liabilities	$	9,758	$	10,506
Accrued sales commissions		1,861		2,245
Dividend payable		1,860		1,859
Other		7,407		5,727
	$	20,886	$	20,337

Included in customer-related liabilities are costs expected to be incurred with respect to product warranties. Changes in the liability for product warranty claims consisted of the following:

	(in thousands)
	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2012			2011			2012			2011
Balance at beginning of the period	$	5,472		$	5,141		$	5,498		$	5,113
Satisfaction of warranty claims		(573	)		(900	)		(1,265	)		(1,540	)
Provision for warranty claims		642			699			1,231			1,298
Other, primarily impact from changes in foreign currency exchange rates		(53	)		2			24			71
Balance at end of the period	$	5,488		$	4,942		$	5,488		$	4,942

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Inventories (Details) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Inventories
Raw materials	$ 18,919,000	$ 20,798,000
Work-in-process	33,495,000	29,314,000
Finished goods	13,538,000	7,835,000
Supplies	11,643,000	10,597,000
Total Inventory	$ 77,594,612	$ 68,544,000

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Fair Value (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Accounts receivables [Member] | Foreign currency exchange sales contracts [Member]
Fair value of financial assets and liabilities
Assets, fair value	$ (37)
Other current assets [Member] | Foreign currency exchange sales contracts [Member]
Fair value of financial assets and liabilities
Assets, fair value	460	363
Other noncurrent assets [Member] | Investments [Member]
Fair value of financial assets and liabilities
Assets, fair value	3,166	3,090
Other noncurrent assets [Member] | Foreign currency exchange sales contracts [Member]
Fair value of financial assets and liabilities
Assets, fair value	48	169
Other current liabilities [Member] | Foreign currency exchange sales contracts [Member]
Fair value of financial assets and liabilities
Liabilities, fair value	288	174
Other noncurrent liabilities [Member] | Foreign currency exchange sales contracts [Member]
Fair value of financial assets and liabilities
Liabilities, fair value	46	116
Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member] | Accounts receivables [Member] | Foreign currency exchange sales contracts [Member]
Fair value of financial assets and liabilities
Assets, fair value	0
Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member] | Other current assets [Member] | Foreign currency exchange sales contracts [Member]
Fair value of financial assets and liabilities
Assets, fair value	0	0
Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member] | Other noncurrent assets [Member] | Investments [Member]
Fair value of financial assets and liabilities
Assets, fair value	3,166	3,090
Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member] | Other noncurrent assets [Member] | Foreign currency exchange sales contracts [Member]
Fair value of financial assets and liabilities
Assets, fair value	0	0
Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member] | Other current liabilities [Member] | Foreign currency exchange sales contracts [Member]
Fair value of financial assets and liabilities
Liabilities, fair value	0	0
Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member] | Other noncurrent liabilities [Member] | Foreign currency exchange sales contracts [Member]
Fair value of financial assets and liabilities
Liabilities, fair value	0	0
Significant Other Observable Inputs (Level 2) [Member] | Accounts receivables [Member] | Foreign currency exchange sales contracts [Member]
Fair value of financial assets and liabilities
Assets, fair value	(37)
Significant Other Observable Inputs (Level 2) [Member] | Other current assets [Member] | Foreign currency exchange sales contracts [Member]
Fair value of financial assets and liabilities
Assets, fair value	460	363
Significant Other Observable Inputs (Level 2) [Member] | Other noncurrent assets [Member] | Investments [Member]
Fair value of financial assets and liabilities
Assets, fair value	0	0
Significant Other Observable Inputs (Level 2) [Member] | Other noncurrent assets [Member] | Foreign currency exchange sales contracts [Member]
Fair value of financial assets and liabilities
Assets, fair value	48	169
Significant Other Observable Inputs (Level 2) [Member] | Other current liabilities [Member] | Foreign currency exchange sales contracts [Member]
Fair value of financial assets and liabilities
Liabilities, fair value	288	174
Significant Other Observable Inputs (Level 2) [Member] | Other noncurrent liabilities [Member] | Foreign currency exchange sales contracts [Member]
Fair value of financial assets and liabilities
Liabilities, fair value	46	116
Significant Unobservable Inputs (Level 3) [Member] | Accounts receivables [Member] | Foreign currency exchange sales contracts [Member]
Fair value of financial assets and liabilities
Assets, fair value	0
Significant Unobservable Inputs (Level 3) [Member] | Other current assets [Member] | Foreign currency exchange sales contracts [Member]
Fair value of financial assets and liabilities
Assets, fair value	0	0
Significant Unobservable Inputs (Level 3) [Member] | Other noncurrent assets [Member] | Investments [Member]
Fair value of financial assets and liabilities
Assets, fair value	0	0
Significant Unobservable Inputs (Level 3) [Member] | Other noncurrent assets [Member] | Foreign currency exchange sales contracts [Member]
Fair value of financial assets and liabilities
Assets, fair value	0	0
Significant Unobservable Inputs (Level 3) [Member] | Other current liabilities [Member] | Foreign currency exchange sales contracts [Member]
Fair value of financial assets and liabilities
Liabilities, fair value	0	0
Significant Unobservable Inputs (Level 3) [Member] | Other noncurrent liabilities [Member] | Foreign currency exchange sales contracts [Member]
Fair value of financial assets and liabilities
Liabilities, fair value	$ 0	$ 0

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Inventories (Tables)

6 Months Ended

Jun. 30, 2012

Inventories [Abstract]

Inventories

	(in thousands)
	June 30, 2012		December 31, 2011
Raw materials	$	18,919	$	20,798
Work-in-process		33,495		29,314
Finished goods		13,538		7,835
Supplies		11,643		10,597
	$	77,595	$	68,544