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 September 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 November 5, 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 – September 30, 2012 and December 31, 2011		3
		Condensed Consolidated Statements of Operations – Three and Nine Months Ended September 30, 2012 and 2011		4
		Condensed Consolidated Statements of Comprehensive Income – Three and Nine Months Ended September 30, 2012 and 2011		5
		Condensed Consolidated Statements of Cash Flows –Nine Months Ended September 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		18
	Item 3 –	Quantitative and Qualitative Disclosures About Market Risk		19
	Item 4 –	Controls and Procedures		20
Part II – Other Information:
	Item 1 –	Legal Proceedings		21
	Item 1A –	Risk Factors		21
	Item 6 –	Exhibits		21
	Signatures			22
	Exhibit Index			23
	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)

	September 30, 2012			December 31, 2011
Assets
Current assets:
Cash and cash equivalents	$	71,841,862		$	69,887,839
Receivables, less allowance for doubtful accounts of $500,702 in 2012 and $140,582 in 2011		50,450,650			59,210,733
Inventories		78,640,938			68,544,000
Insurance receivables – asbestos		14,000,000			18,000,000
Other current assets		13,313,328			12,888,528
Total current assets		228,246,778			228,531,100
Property, plant and equipment, net		150,368,288			150,239,845
Insurance receivables – asbestos		101,916,325			108,419,004
Investments in joint ventures		13,466,782			14,872,595
Deferred tax assets		22,660,628			23,637,546
Other noncurrent assets		5,861,402			5,932,335
	$	522,520,203		$	531,632,425
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	16,772,178		$	19,528,382
Accrued payrolls and employee benefits		11,484,224			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		21,549,038			20,337,409
Total current liabilities		85,116,440			89,159,693
Employee benefit obligations		77,683,710			75,257,001
Asbestos liability		158,715,835			172,872,255
Other noncurrent liabilities		1,528,138			1,471,863
Total liabilities		323,044,123			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		124,173,489			123,088,241
Retained earnings		138,201,456			138,747,964
Accumulated other comprehensive loss		(73,241,621	)		(79,290,194	)
Total shareholders’ equity		199,476,080			192,871,613
	$	522,520,203		$	531,632,425

See Notes to Condensed Consolidated Financial Statements.

3

AMPCO-PITTSBURGH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Net sales	$	72,190,123		$	74,263,346		$	215,750,990		$	258,302,588
Operating costs and expenses:
Costs of products sold (excluding depreciation)		56,065,811			58,059,322			166,604,017			189,043,470
Selling and administrative		9,677,552			9,885,364			30,077,782			32,006,489
Depreciation		2,698,731			2,483,671			8,277,892			7,771,428
(Gain) loss on disposition of assets		0			(3	)		(1,338	)		1,759
Total operating expenses		68,442,094			70,428,354			204,958,353			228,823,146
Income from operations		3,748,029			3,834,992			10,792,637			29,479,442
Other income (expense):
Investment-related income		13,857			22,664			48,037			129,133
Interest expense		(61,210	)		(81,892	)		(177,760	)		(240,852	)
Other – net		(170,113	)		(334,362	)		(632,825	)		(650,878	)
		(217,466	)		(393,590	)		(762,548	)		(762,597	)
Income before income taxes and equity losses in Chinese joint venture		3,530,563			3,441,402			10,030,089			28,716,845
Income tax provision		(1,498,000	)		(525,000	)		(3,643,000	)		(8,764,000	)
Equity losses in Chinese joint venture		(504,066	)		(160,347	)		(1,350,546	)		(397,466	)
Net income	$	1,528,497		$	2,756,055		$	5,036,543		$	19,555,379
Net income per common share:
Basic	$	0.15		$	0.27		$	0.49		$	1.90
Diluted	$	0.15		$	0.26		$	0.48		$	1.88
Cash dividends declared per share	$	0.18		$	0.18		$	0.54		$	0.54
Weighted average number of common shares outstanding:
Basic		10,342,756			10,325,602			10,336,865			10,316,258
Diluted		10,384,291			10,403,181			10,387,839			10,392,592

See Notes to Condensed Consolidated Financial Statements.

4

AMPCO-PITTSBURGH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Net income	$	1,528,497		$	2,756,055		$	5,036,543		$	19,555,379
Other comprehensive income (loss), net of tax where applicable:
Adjustments for changes in:
Foreign exchange translation		1,388,591			(1,603,384	)		1,982,521			(149,997	)
Unrealized holding gains (losses) on marketable securities		93,617			(297,902	)		134,207			(188,697	)
Fair value of cash flow hedges		175,771			(634,832	)		172,372			(896,104	)
Reclassification adjustments for items included in net income:
Amortization of unrecognized employee benefit costs		1,105,841			917,724			3,622,718			2,754,457
Realized (gains) losses from sale of marketable securities		(12,668	)		20,905			(40,098	)		(1,134	)
Realized losses (gains) from settlement of cash flow hedges		82,386			35,549			176,853			(585,780	)
Other comprehensive income (loss)		2,833,538			(1,561,940	)		6,048,573			932,745
Comprehensive income	$	4,362,035		$	1,194,115		$	11,085,116		$	20,488,124

See Notes to Condensed Consolidated Financial Statements.

5

AMPCO-PITTSBURGH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended September 30,
	2012			2011
Net cash flows provided by operating activities	$	14,478,282		$	27,453,914
Cash flows from investing activities:
Purchases of property, plant and equipment		(7,763,864	)		(11,732,401	)
Purchases of long-term marketable securities		(589,699	)		(742,885	)
Proceeds from sale of long-term marketable securities		543,073			693,366
Proceeds from U.K. government grant		373,321			484,499
Net cash flows used in investing activities		(7,437,169	)		(11,297,421	)
Cash flows from financing activities:
Dividends paid		(5,579,963	)		(5,570,715	)
Proceeds from issuance of common stock		78,000			167,152
Excess tax benefits from exercise of stock options		13,130			46,914
Net cash flows used in financing activities		(5,488,833	)		(5,356,649	)
Effect of exchange rate changes on cash and cash equivalents		401,743			83,167
Net increase in cash and cash equivalents		1,954,023			10,883,011
Cash and cash equivalents at beginning of period		69,887,839			70,020,838
Cash and cash equivalents at end of period	$	71,841,862		$	80,903,849
Supplemental information:
Income tax payments	$	2,933,657		$	4,386,835
Interest payments	$	177,652		$	241,984
Non-cash investing activities:
Purchases of property, plant and equipment included in accounts payable	$	623,725		$	1,647,134

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 September 30, 2012, the condensed consolidated statements of operations and comprehensive income for the three and nine months ended September 30, 2012 and 2011 and the condensed consolidated statements of cash flows for the nine months ended September 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 nine months ended September 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 September 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)
	September 30, 2012		December 31, 2011
Raw materials	$	20,870	$	20,798
Work-in-process		32,758		29,314
Finished goods		13,518		7,835
Supplies		11,495		10,597
	$	78,641	$	68,544

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3. Property, Plant and Equipment

Property, plant and equipment were comprised of the following:

	(in thousands)
	September 30, 2012			December 31, 2011
Land and land improvements	$	4,982		$	4,974
Buildings		41,694			41,433
Machinery and equipment		235,020			224,426
Construction-in-progress		10,028			12,446
Other		8,589			8,419
		300,313			291,698
Accumulated depreciation		(149,945	)		(141,458	)
	$	150,368		$	150,240

Land and buildings of Union Electric Steel UK Limited (UES-UK) equal to approximately $1,351,000 (£836,000) at September 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)
	September 30, 2012		December 31, 2011
Customer-related liabilities	$	10,106	$	10,506
Accrued sales commissions		1,702		2,245
Dividend payable		1,862		1,859
Other		7,879		5,727
	$	21,549	$	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 Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Balance at beginning of the period	$	5,488		$	4,942		$	5,498		$	5,113
Satisfaction of warranty claims		(604	)		(386	)		(1,869	)		(1,926	)
Provision for warranty claims		980			872			2,211			2,170
Other, primarily impact from changes in foreign currency exchange rates		87			(76	)		111			(5	)
Balance at end of the period	$	5,951		$	5,352		$	5,951		$	5,352

8

5. Pension and Other Postretirement Benefits

Contributions for the nine months ended September 30, 2012 and 2011 were as follows:

	(in thousands)
	2012		2011
U.S. pension benefits plans	$	0	$	0
U.K. pension benefits plan	$	1,333	$	1,276
Other postretirement benefits (e.g. net payments)	$	449	$	487
U.K. defined contribution plan	$	232	$	307

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

	(in thousands)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
U.S. Pension Benefits
Service cost	$	986		$	779		$	2,958		$	2,336
Interest cost		2,129			2,216			6,386			6,650
Expected return on plan assets		(2,389	)		(2,415	)		(7,167	)		(7,244	)
Amortization of prior service cost		167			164			501			492
Amortization of actuarial loss		1,522			1,059			4,565			3,177
Net benefit cost	$	2,415		$	1,803		$	7,243		$	5,411
U.K. Pension Benefits
Interest cost	$	626		$	649		$	1,871		$	1,952
Expected return on plan assets		(525	)		(579	)		(1,569	)		(1,742	)
Amortization of actuarial loss		150			124			447			374
Net benefit cost	$	251		$	194		$	749		$	584
Other Postretirement Benefits
Service cost	$	280		$	161		$	603		$	482
Interest cost		230			255			689			765
Amortization of prior service cost		21			21			64			64
Amortization of actuarial loss		(152	)		64			54			192
Net benefit cost	$	379		$	501		$	1,410		$	1,503

6. Commitments and Contingent Liabilities

Outstanding standby and commercial letters of credit as of September 30, 2012 approximated $19,053,000, 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 $1,083,000 (£680,000) 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 sheets 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).

As of September 30, 2012, approximately $20,556,000 of anticipated foreign-denominated sales has been hedged of which $877,000 is covered by cash flow contracts settling at various dates through March 2013 and the remaining $19,679,000 is covered by fair value contracts settling at various dates through September 2013. The fair value of assets held as collateral for the fair value hedge contracts as of September 30, 2012 approximated $808,000.

Additionally, certain of the Corporation’s divisions are 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 sale occurs. At September 30, 2012, approximately 58% or $2,856,000 of anticipated copper purchases over the next eight months and 63% or $794,000 of anticipated aluminum purchases over the next six months are hedged. The fair value of assets held as collateral as of September 30, 2012 equaled $500,000.

The Corporation previously entered into foreign currency purchase contracts to manage the volatility associated with Euro-denominated progress payments to be made for certain machinery and equipment. As of December 31, 2010, all contracts had been settled and the underlying fixed assets were placed in service. The change in the fair value is included in accumulated other comprehensive income (loss) and is being amortized to pre-tax earnings (as an offset to depreciation expense) over the life of the underlying assets.

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.

The location and fair value of the foreign currency sales contracts recorded on the consolidated balance sheets as of September 30, 2012 and December 31, 2011 are as follows:

		(in thousands)
	Location of Fair Value in Balance Sheets	September 30, 2012			December 31, 2011
Cash flow hedge contracts	Other current assets	$	111		$	256
	Noncurrent assets	$	0		$	57
Fair value hedge contracts	Other current assets	$	394		$	107
	Noncurrent assets	$	0		$	112
Fair value hedged item	Accounts receivable	$	(74	)	$	(72	)
	Other current liability	$	340		$	174
	Noncurrent liability	$	0		$	116

10

The change in the fair value of the cash flow contracts is recorded as a component of accumulated other comprehensive income (loss). The balances as of December 31, 2011 and September 30, 2012 and the amount recognized as and released from accumulated other comprehensive income (loss) for the nine months ended September 30, 2012 is summarized below. All amounts are after-tax.

	(in thousands)
				Recognized as Comprehensive Income (Loss)		Released from Accumulated Other Comprehensive Income (Loss)
	December 31,			Nine Months Ended September 30,					September 30,
	2011			2012		2012			2012
Foreign currency sales contracts –cash flow hedges	$	114		$	14	$	83		$	45
Foreign currency sales contracts –fair value hedges		N/A			N/A		N/A			N/A
Foreign currency purchase contracts	$	309		$	0	$	13		$	296
Futures contracts – copper and aluminum	$	(314	)	$	158	$	(273	)	$	117

The change in fair value reclassified or expected to be reclassified from accumulated other comprehensive income (loss) to earnings is summarized below. All amounts are pretax.

		(in thousands)
	Location of Gain (Loss) In Statements of Operations	Estimated to be reclassified with the next 12 months		Three Months Ended September 30,						Nine Months Ended September 30,
				2012			2011			2012			2011
Foreign currency sales contracts – cash flow hedges	Sales	$	72	$	52		$	(18	)	$	131		$	180
Foreign currency sales contracts – fair value hedges	N/A		N/A		N/A			N/A			N/A			N/A
Foreign currency purchase contracts	Depreciation expense	$	27	$	7		$	8		$	20		$	24
Futures contracts – copper and aluminum	Costs of products sold (excluding depreciation)	$	117	$	(192	)	$	(46	)	$	(438	)	$	734

Gains (losses) on foreign exchange transactions included in other income (expense) approximated $77,000 and $(103,000) for the three months ended September 30, 2012 and 2011, respectively, and $155,000 and $27,000 for the nine months ended September 30, 2012 and 2011, respectively.

At September 30, 2012, the Corporation has purchase commitments covering 48% or $8,000,000 of anticipated natural gas usage over approximately the next three years at one of its subsidiaries. The commitments qualify as normal purchases and, accordingly, are not reflected on the condensed consolidated balance sheets.

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

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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-employee directors.

Stock-based compensation expense for the three months ended September 30, 2012 and 2011 equaled $296,000 and $497,000, respectively. The related income tax benefit recognized in the condensed consolidated statement of operations for each of the periods was approximately $103,000 and $174,000, respectively. Stock-based compensation expense for the nine months ended September 30, 2012 and 2011 equaled $961,000 and $1,458,000, respectively. The related income tax benefit recognized in the condensed consolidated statement of operations for each of the periods was approximately $336,000 and $510,000, respectively.

9. Fair Value

The Corporation’s financial assets and liabilities that are reported at fair value in the accompanying condensed consolidated balance sheets as of September 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 September 30, 2012
Investments
Other noncurrent assets	$	3,318	$	0		$	0	$	3,318
Foreign currency exchange contracts
Accounts receivable	$	0	$	(74	)	$	0	$	(74	)
Other current assets	$	0	$	505		$	0	$	505
Other current liabilities	$	0	$	340		$	0	$	340
As of December 31, 2011
Investments
Other noncurrent assets	$	3,090	$	0		$	0	$	3,090
Foreign currency exchange contracts
Accounts receivable	$	0	$	(72	)	$	0	$	(72	)
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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Fair Value of Financial Instruments

The investments held as other noncurrent assets represent assets held in the “Rabbi” trust for the purpose of providing benefits under the non-qualified defined benefit pension plan. The fair value of the investments is based on quoted prices of the investments in active markets. The fair value of foreign currency exchange contracts is determined based on the fair value of similar contracts with similar terms and remaining maturities. The fair value of futures contracts is based on market quotations. The fair value of the variable-rate IRB debt approximates its carrying value. Additionally, the fair value of trade receivables and trade payables approximate their carrying value.

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 September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Net Sales:
Forged and Cast Rolls	$	46,431		$	49,312		$	133,963		$	182,114
Air and Liquid Processing		25,759			24,951			81,788			76,189
Total Reportable Segments	$	72,190		$	74,263		$	215,751		$	258,303
Income before Income Taxes:
Forged and Cast Rolls	$	4,846		$	4,604		$	12,226		$	30,274
Air and Liquid Processing		1,026			1,815			5,734			7,097
Total Reportable Segments		5,872			6,419			17,960			37,371
Other expense, including corporate costs – net		(2,341	)		(2,978	)		(7,930	)		(8,654	)
Total	$	3,531		$	3,441		$	10,030		$	28,717

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.

13

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 nine months ended September, 2012 and 2011:

	Nine Months Ended September 30,
	2012			2011
Total claims pending at the beginning of the period		8,145			8,081
New claims served		1,343			1,434
Claims dismissed		(329	)		(1,162	)
Claims settled		(190	)		(197	)
Total claims pending at the end of the period		8,969	(1)		8,156	(2)
Gross settlement and defense costs (in 000’s)	$	16,738		$	16,927
Average gross settlement and defense costs per claim resolved (in 000’s)	$	32		$	12

(1) Included as “open claims” are approximately 1,658 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.

(2) Included as “open claims” are approximately 1,688 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. In 2012, the plaintiffs dismissed the case with prejudice which means it cannot be re-filed.

Asbestos Insurance

The Corporation and its Air & Liquid Systems Corporation (“Air & Liquid”) subsidiary are parties to a series of settlement agreements (“Settlement Agreements”) with insurers that have coverage obligations for Asbestos Liability (the “Settling Insurers”). The Settlement Agreements include agreements with insurers encompassing all known solvent primary policies and solvent first-layer excess policies with responsibilities for Asbestos Liability. The Settlement Agreements also include an agreement, effective on October 8, 2012, with insurers responsible for the majority of the solvent second-layer and above excess insurance policies issued to the Corporation from 1981 through 1984. Under the Settlement Agreements, the Settling Insurers accept financial responsibility, subject to the terms and conditions of the respective agreements, including overall coverage limits, for pending and future claims for Asbestos Liability. The claims against the Corporation’s inactive subsidiary that is in dissolution proceedings, numbering approximately 284 as of September 30, 2012, are not included within the Settlement Agreements. The Corporation believes that the claims against the inactive subsidiary in dissolution are immaterial.

The Settlement Agreements include acknowledgements 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 Settlement Agreements do not provide for any prioritization on access to the applicable policies or any sublimits of liability as to Howden or the Corporation and Air & Liquid, and, accordingly, Howden may access the coverage afforded by the Settling Insurers for any covered claim arising out of a Product. In general, access by Howden to the coverage afforded by the Settling Insurers for the Products will erode coverage under the Settlement Agreements available to the Corporation and Air & Liquid for Asbestos Liability.

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On February 24, 2011, the Corporation and its Air & Liquid 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 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. The Corporation and Air & Liquid entered into an agreement, effective October 8, 2012, as described above, with eight of the domestic defendant insurers in the action. That agreement specifies the terms and conditions upon which the insurer parties would contribute to defense and indemnity costs for claims for Asbestos Liability. Howden also reached an agreement with such insurers, effective the same day, addressing asbestos-related bodily injury claims arising from the Products. On October 16, 2012, the Court entered Orders dismissing all claims filed by the Corporation and Air & Liquid, Howden and the eight settling excess insurers against each other in the litigation. Various counterclaims, cross claims and third party claims have been filed in the litigation and remain pending as to non-settled parties.

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 nine months ended September 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 September 30, 2012.

15

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 Settlement Agreements then in effect, 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 ($180,716,000 as of September 30, 2012). 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 Settlement Agreements in effect through September 30, 2012, 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 ($115,916,000 as of September 30, 2012).

The following table summarizes activity for the three and nine months ended September 30, 2012 and 2011.

	(in thousands)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Insurance receivable – asbestos at beginning of period	$	119,625		$	133,927		$	126,206		$	141,839
Settlements and defense costs paid by insurance carriers		(3,709	)		(3,924	)		(10,290	)		(11,836	)
Insurance receivable – asbestos at end of period	$	115,916		$	130,003		$	115,916		$	130,003

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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 insurance receivable through September 30, 2012 does not reflect the impact of the settlement agreement reached by the Corporation and its Air & Liquid Systems Corporation subsidiary with eight domestic excess insurers effective October 8, 2012. The Corporation’s analysis of the impact of that settlement agreement remains on-going. The Corporation believes that such agreement is generally consistent with and supportive of its prior determination of its insurance receivable under applicable accounting standards.

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.

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 $1,210,000 at September 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, although business activity in North America has remained stronger than in other parts of the world, overall sales volumes are expected to be lower in the current year versus 2011. 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. Additionally, lack of demand continues to put pressure on pricing and erode margins. Management expects a continuation of losses by its Chinese forged roll joint venture company (for which it has a 49% interest and accounts for on the equity method of accounting). While losses to date are largely the result of non-cash expense, if conditions deteriorate or other impairment indicators arise, future earnings of the Corporation may be adversely affected by an impairment charge. 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 Nine Months Ended September 30, 2012 and 2011

Net Sales. Net sales for the three months ended September 30, 2012 and 2011 were $72,190,000 and $74,263,000, respectively, and $215,751,000 and $258,303,000, respectively, for the nine months then ended. Backlog approximated $216,940,000 at September 30, 2012 versus $260,001,000 as of December 31, 2011 and $298,812,000 as of September 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 for the three months ended September 30, 2012 and 2011 were comparable at approximately 77.7% and 78.2%, respectively. The increase in costs of products sold, excluding depreciation, as a percentage of net sales for the nine months ended September 30, 2012 of 77.2% versus 73.2% for the nine months ended September 30, 2011 is attributable to the lower volume of shipments, changes in product mix and reduced margins principally for the Forged and Cast Rolls segment as elaborated in the segment discussion.

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

Income from Operations. Income from operations for the three months ended September 30, 2012 and 2011 approximated $3,748,000 and $3,835,000, respectively, and $10,793,000 and $29,479,000, respectively, for the nine months then ended. A discussion of operating results for the Corporation’s two segments is included below.

Forged and Cast Rolls. While sales for the three months ended September 30, 2012 were less than the three months ended September 30, 2011, operating income benefited from net proceeds of approximately $500,000 for the modification of a 2006 technology sale agreement. The decrease in sales and operating income for the nine months ended September 30, 2012 from the comparable prior year period is attributable to a lower volume of shipments and reduced selling prices which adversely impacted results by approximately $10,300,000 and $9,300,000, respectively. Backlog approximated $170,195,000 at September 30, 2012 against $214,449,000 as of December 31, 2011 and $255,364,000 as of September 30, 2011. The decline from a year ago is due to shipments outpacing new orders and declining profitability in backlog. Approximately $104,594,000 of the current backlog is expected to ship after 2012.

Air and Liquid Processing. Although sales for the three and nine months ended September 30, 2012 exceeded the comparable prior year periods, operating income for each of the periods declined principally due to changes in product mix. For Buffalo Pumps, sales for the quarter benefited from a higher level of shipments of commercial pumps and on a year-to-date basis from increased volume with the fossil-fueled utility market. For Aerofin, sales for the quarter and year to date included improved activity with the fossil-fueled utility market. For Buffalo Air Handling, sales for the quarter decreased from the comparable prior year period due to lower construction spending; however, sales are comparable on a year-to-date basis. Backlog approximated $46,745,000 at September 30, 2012 against $45,552,000 as of December 31, 2011 and $43,448,000 as of September 30, 2011, the increase attributable to additional orders for the fossil-fueled utility market. Approximately $21,245,000 of the current backlog is expected to ship after 2012.

Income Taxes. The increase in the effective income tax rate for the current year-to-date period is primarily attributable to a lower proportion of net income before income taxes anticipated to be generated by the U.K operation which is taxed at a lower statutory rate combined with the prior year benefiting from reversal of unrecognized tax benefits. The tax provision for an interim period is computed as the difference between the estimated tax provision for the year and the amounts reported for previous interim periods. Accordingly, the effective tax rate from quarter-to-quarter or between a quarter and the comparable prior year quarter includes the adjustment necessary to record the year-to-date tax provision at the estimated annual effective tax rate for that year.

18

Net Income and Earnings per Common Share. As a result of the above, the Corporation’s net income for the three months ended September 30, 2012 and 2011 equaled $1,528,000 or $0.15 per common share and $2,756,000 or $0.27 per common share, respectively, and $5,037,000 or $0.49 per common share and $19,555,000 or $1.90 per common share, respectively, for the nine months ended September 30, 2012 and 2011.

Liquidity and Capital Resources

Net cash flows provided by operating activities for the nine months ended September 30, 2012 were lower when compared to the same period of the prior year resulting from weaker earnings in the current year. The benefit resulting from the reduction in accounts receivable due to lower sales was offset by higher inventory levels.

Net cash flows used in investing activities for the nine months ended September 30, 2012 were less than the nine months ended September 30, 2011 principally attributable to lower capital expenditures by the Forged and Cast Rolls segment. As of September 30, 2012, future capital expenditures approximating $7,740,000, 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 $1,954,023 in 2012 and ended the period at $71,841,862 (of which approximately $8,200,000 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 is 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 September 30, 2012 was approximately $9,400,000 (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 September 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 September 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 2-5 None

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
(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: November 9, 2012	BY:	/s/ Robert A. Paul
	Robert A. Paul
	Chairman and Chief Executive Officer
DATE: November 9, 2012	BY:	/s/ Marliss D. Johnson
	Marliss D. Johnson
	Vice President, Controller and Treasurer

22

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)

23

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

November 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

November 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 September 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

November 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 September 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

November 9, 2012

XML

Foreign Currency Exchange and Futures Contracts (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Fair Value Hedges [Member]
Derivative [Line Items]
Expected release to pre-tax earnings
Amount released to pre-tax earnings
Foreign currency exchange contracts [Member] | Cash Flow Hedges [Member]
Derivative [Line Items]
Expected release to pre-tax earnings	72		72
Amount released to pre-tax earnings	52	(18)	131	180
Foreign currency purchase contracts [Member]
Derivative [Line Items]
Expected release to pre-tax earnings	27		27
Amount released to pre-tax earnings	7	8	20	24
Commodities hedge contracts [Member]
Derivative [Line Items]
Expected release to pre-tax earnings	117		117
Amount released to pre-tax earnings	$ (192)	$ (46)	$ (438)	$ 734

XML

Litigation (Details Textual) (USD $)	9 Months Ended
	Sep. 30, 2012 Claims	Sep. 30, 2011 Claims	Dec. 31, 2010
Litigation (Textual) [Abstract]
Number of claims inactive or transferred to MDL panel	1,658	1,688
Number of claims against inactive subsidiary not included within Coverage Arrangement	284
Reserves for total costs for asbestos liability claims pending or projected	$ 180,716,000		$ 218,303,000
Percentage attributable to settlement costs for unasserted claims projected to be filed	85.00%
Insurance recoveries receivable	$ 115,916,000		$ 141,839,000

XML

Other Current Liabilities (Details1) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Schedule of changes in liability for product warranty claims
Balance at beginning of the period	$ 5,488	$ 4,942	$ 5,498	$ 5,113
Satisfaction of warranty claims	(604)	(386)	(1,869)	(1,926)
Provision for warranty claims	980	872	2,211	2,170
Other, primarily impact from changes in foreign currency exchange rates	87	(76)	111	(5)
Balance at end of the period	$ 5,951	$ 5,352	$ 5,951	$ 5,352

XML

Fair Value (Tables)

9 Months Ended

Sep. 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 September 30, 2012
Investments
Other noncurrent assets	$	3,318	$	0		$	0	$	3,318
Foreign currency exchange contracts
Accounts receivable	$	0	$	(74	)	$	0	$	(74	)
Other current assets	$	0	$	505		$	0	$	505
Other current liabilities	$	0	$	340		$	0	$	340
As of December 31, 2011
Investments
Other noncurrent assets	$	3,090	$	0		$	0	$	3,090
Foreign currency exchange contracts
Accounts receivable	$	0	$	(72	)	$	0	$	(72	)
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

XML

Fair Value (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Accounts receivable [Member] | Foreign currency exchange contracts [Member]
Fair value of financial assets and liabilities
Assets, fair value	$ (74)	$ (72)
Other current assets [Member] | Foreign currency exchange contracts [Member]
Fair value of financial assets and liabilities
Assets, fair value	505	363
Other noncurrent assets [Member] | Investments [Member]
Fair value of financial assets and liabilities
Assets, fair value	3,318	3,090
Other noncurrent assets [Member] | Foreign currency exchange contracts [Member]
Fair value of financial assets and liabilities
Assets, fair value		169
Other current liabilities [Member] | Foreign currency exchange contracts [Member]
Fair value of financial assets and liabilities
Liabilities, fair value	340	174
Other noncurrent liabilities [Member] | Foreign currency exchange contracts [Member]
Fair value of financial assets and liabilities
Liabilities, fair value		116
Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member] | Accounts receivable [Member] | Foreign currency exchange 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 assets [Member] | Foreign currency exchange 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	3,318	3,090
Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member] | Other noncurrent assets [Member] | Foreign currency exchange 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 liabilities [Member] | Foreign currency exchange 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 contracts [Member]
Fair value of financial assets and liabilities
Liabilities, fair value		0
Significant Other Observable Inputs (Level 2) [Member] | Accounts receivable [Member] | Foreign currency exchange contracts [Member]
Fair value of financial assets and liabilities
Assets, fair value	(74)	(72)
Significant Other Observable Inputs (Level 2) [Member] | Other current assets [Member] | Foreign currency exchange contracts [Member]
Fair value of financial assets and liabilities
Assets, fair value	505	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 contracts [Member]
Fair value of financial assets and liabilities
Assets, fair value		169
Significant Other Observable Inputs (Level 2) [Member] | Other current liabilities [Member] | Foreign currency exchange contracts [Member]
Fair value of financial assets and liabilities
Liabilities, fair value	340	174
Significant Other Observable Inputs (Level 2) [Member] | Other noncurrent liabilities [Member] | Foreign currency exchange contracts [Member]
Fair value of financial assets and liabilities
Liabilities, fair value		116
Significant Unobservable Inputs (Level 3) [Member] | Accounts receivable [Member] | Foreign currency exchange contracts [Member]
Fair value of financial assets and liabilities
Assets, fair value	0	0
Significant Unobservable Inputs (Level 3) [Member] | Other current assets [Member] | Foreign currency exchange 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 contracts [Member]
Fair value of financial assets and liabilities
Assets, fair value		0
Significant Unobservable Inputs (Level 3) [Member] | Other current liabilities [Member] | Foreign currency exchange 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 contracts [Member]
Fair value of financial assets and liabilities
Liabilities, fair value		$ 0

XML

Foreign Currency Exchange and Futures Contracts (Details) (Foreign currency exchange contracts [Member], USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Noncurrent assets for cash flow hedge contracts [Member]
Derivative [Line Items]
Cash flow hedges derivative instruments at fair value net	$ 0	$ 57
Noncurrent assets for fair value hedge contracts [Member]
Derivative [Line Items]
Fair value hedges expecting to settle	0	112
Accounts receivable for fair value hedged item [Member]
Derivative [Line Items]
Fair value hedges expecting to settle	(74)	(72)
Noncurrent liability for fair value hedged item [Member]
Derivative [Line Items]
Fair value hedges expecting to settle	0	(116)
Other current assets [Member]
Derivative [Line Items]
Cash flow hedges derivative instruments at fair value net	111	256
Fair value hedges expecting to settle	394	107
Other current liabilities [Member]
Derivative [Line Items]
Fair value hedges expecting to settle	$ (340)	$ (174)

XML

Environmental Matters (Details) (USD $)	Sep. 30, 2012
Environmental Matters (Textual) [Abstract]
Potential liability for all environmental proceedings	$ 1,210,000

XML

Property, Plant and Equipment

9 Months Ended

Sep. 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)
	September 30, 2012			December 31, 2011
Land and land improvements	$	4,982		$	4,974
Buildings		41,694			41,433
Machinery and equipment		235,020			224,426
Construction-in-progress		10,028			12,446
Other		8,589			8,419
		300,313			291,698
Accumulated depreciation		(149,945	)		(141,458	)
	$	150,368		$	150,240

Land and buildings of Union Electric Steel UK Limited (UES-UK) equal to approximately $1,351,000 (£836,000) at September 30, 2012 are held as collateral by the trustees of the UES-UK contributory defined benefit pension plan (see Note 5).

XML

Business Segments (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Business segment net sales and income before income taxes
Net sales	$ 72,190,123	$ 74,263,346	$ 215,750,990	$ 258,302,588
Income before Income Taxes	3,530,563	3,441,402	10,030,089	28,716,845
Forged and Cast Rolls [Member]
Business segment net sales and income before income taxes
Net sales	46,431,000	49,312,000	133,963,000	182,114,000
Income before Income Taxes	4,846,000	4,604,000	12,226,000	30,274,000
Air and Liquid Processing [Member]
Business segment net sales and income before income taxes
Net sales	25,759,000	24,951,000	81,788,000	76,189,000
Income before Income Taxes	1,026,000	1,815,000	5,734,000	7,097,000
Other expense, including corporate costs net [Member]
Business segment net sales and income before income taxes
Income before Income Taxes	(2,341,000)	(2,978,000)	(7,930,000)	(8,654,000)
Reportable Segment [Member]
Business segment net sales and income before income taxes
Net sales	72,190,000	74,263,000	215,751,000	258,303,000
Income before Income Taxes	$ 5,872,000	$ 6,419,000	$ 17,960,000	$ 37,371,000

XML

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

XML

Inventories (Details) (USD $)	Sep. 30, 2012	Dec. 31, 2011
Inventories
Raw materials	$ 20,870,000	$ 20,798,000
Work-in-process	32,758,000	29,314,000
Finished goods	13,518,000	7,835,000
Supplies	11,495,000	10,597,000
Total Inventory	$ 78,640,938	$ 68,544,000

XML

Litigation (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2012 Claims	Sep. 30, 2011 Claims
Schedule of loss contingencies by contingency
New claims served	284
Asbestos Claims [Member]
Schedule of loss contingencies by contingency
Total claims pending at the beginning of the period	8,145	8,081
New claims served	1,343	1,434
Claims dismissed	(329)	(1,162)
Claims settled	(190)	(197)
Total claims pending at the end of the period	8,969	8,156
Gross settlement and defense costs	$ 16,738	$ 16,927
Average gross settlement and defense costs per claim resolved	$ 32	$ 12

XML

Property, Plant and Equipment (Details) (USD $)	Sep. 30, 2012	Dec. 31, 2011
Property, plant and equipment
Land and land improvements	$ 4,982,000	$ 4,974,000
Buildings	41,694,000	41,433,000
Machinery and equipment	235,020,000	224,426,000
Construction-in-progress	10,028,000	12,446,000
Other	8,589,000	8,419,000
Property, plant and equipment, Gross	300,313,000	291,698,000
Accumulated depreciation	(149,945,000)	(141,458,000)
Property, plant and equipment, Net	$ 150,368,288	$ 150,239,845

XML

Property, Plant and Equipment (Details Textual)	Sep. 30, 2012 USD ($)	Sep. 30, 2012 GBP (£)
Property, Plant and Equipment (Textual) [Abstract]
Property, plant and equipment, additional disclosures	$ 1,351,000	£ 836,000

XML

Inventories

9 Months Ended

Sep. 30, 2012

Inventories [Abstract]

Inventories

2. Inventories

At September 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)
	September 30, 2012		December 31, 2011
Raw materials	$	20,870	$	20,798
Work-in-process		32,758		29,314
Finished goods		13,518		7,835
Supplies		11,495		10,597
	$	78,641	$	68,544

XML

Other Current Liabilities (Details) (USD $)	Sep. 30, 2012	Dec. 31, 2011
Schedule of other current liabilities
Customer-related liabilities	$ 10,106,000	$ 10,506,000
Accrued sales commissions	1,702,000	2,245,000
Dividend payable	1,862,000	1,859,000
Other	7,879,000	5,727,000
Other current liabilities	$ 21,549,038	$ 20,337,409

XML

Foreign Currency Exchange and Futures Contracts (Details Textual) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2012 Subsidiaries	Sep. 30, 2011	Sep. 30, 2012 Subsidiaries	Sep. 30, 2011
Foreign Currency Exchange and Futures Contracts (Textual) [Abstract]
Foreign-denominated sales, hedged amount	$ 20,556,000		$ 20,556,000
Foreign-denominated sales cash flow contracts	877,000		877,000
Foreign-denominated sales fair value contracts	19,679,000		19,679,000
Percentage of purchase commitments covering anticipated natural gas usage	48.00%		48.00%
Purchase commitment amount of anticipated natural gas usage	8,000,000		8,000,000
Purchase commitments covering period usage, years	3 years
Number of subsidiaries purchased commitments for natural gas usage	1		1
Number of subsidiaries subject to risk from increase in price of commodities (copper and aluminium)	1		1
Gains (losses) on foreign exchange transactions included in other income (expense)	77,000	(103,000)	155,000	27,000
Foreign currency exchange contracts [Member]
Derivative [Line Items]
Fair value of assets held as collateral related to forward exchange contracts	808,000		808,000
Copper purchases [Member]
Derivative [Line Items]
Time period for hedged purchases	8 months		8 months
Percentage of anticipated purchases hedged	58.00%		58.00%
Anticipated purchases, hedged	2,856,000		2,856,000
Aluminum purchases [Member]
Derivative [Line Items]
Time period for hedged purchases	6 months		6 months
Percentage of anticipated purchases hedged	63.00%		63.00%
Anticipated purchases, hedged	794,000		794,000
Fair value of assets held as collateral related to futures	$ 500,000		$ 500,000

XML

Condensed Consolidated Balance Sheets (Unaudited) (USD $)	Sep. 30, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 71,841,862	$ 69,887,839
Receivables, less allowance for doubtful accounts of $500,702 in 2012 and $140,582 in 2011	50,450,650	59,210,733
Inventories	78,640,938	68,544,000
Insurance receivables - asbestos	14,000,000	18,000,000
Other current assets	13,313,328	12,888,528
Total current assets	228,246,778	228,531,100
Property, plant and equipment, net	150,368,288	150,239,845
Insurance receivables - asbestos	101,916,325	108,419,004
Investments in joint ventures	13,466,782	14,872,595
Deferred tax assets	22,660,628	23,637,546
Other noncurrent assets	5,861,402	5,932,335
Total Assets	522,520,203	531,632,425
Current liabilities:
Accounts payable	16,772,178	19,528,382
Accrued payrolls and employee benefits	11,484,224	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	21,549,038	20,337,409
Total current liabilities	85,116,440	89,159,693
Employee benefit obligations	77,683,710	75,257,001
Asbestos liability	158,715,835	172,872,255
Other noncurrent liabilities	1,528,138	1,471,863
Total liabilities	323,044,123	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	124,173,489	123,088,241
Retained earnings	138,201,456	138,747,964
Accumulated other comprehensive loss	(73,241,621)	(79,290,194)
Total shareholders' equity	199,476,080	192,871,613
Total Liabilities and Shareholders' Equity	$ 522,520,203	$ 531,632,425

XML

Litigation (Details 1) (Asbestos Valuations [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Asbestos Valuations [Member]
Schedule For Insurance Valuation [Abstract]
Insurance receivable-asbestos at beginning of period	$ 119,625	$ 133,927	$ 126,206	$ 141,839
Settlements and defense costs paid by insurance carriers	(3,709)	(3,924)	(10,290)	(11,836)
Insurance receivable-asbestos at end of period	$ 115,916	$ 130,003	$ 115,916	$ 130,003

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Condensed Consolidated Statements of Cash Flows [Abstract]
Net cash flows provided by operating activities	$ 14,478,282	$ 27,453,914
Cash flows from investing activities:
Purchases of property, plant and equipment	(7,763,864)	(11,732,401)
Purchases of long-term marketable securities	(589,699)	(742,885)
Proceeds from sale of long-term marketable securities	543,073	693,366
Proceeds from U.K. government grant	373,321	484,499
Net cash flows used in investing activities	(7,437,169)	(11,297,421)
Cash flows from financing activities:
Dividends paid	(5,579,963)	(5,570,715)
Proceeds from issuance of common stock	78,000	167,152
Excess tax benefits from exercise of stock options	13,130	46,914
Net cash flows used in financing activities	(5,488,833)	(5,356,649)
Effect of exchange rate changes on cash and cash equivalents	401,743	83,167
Net increase in cash and cash equivalents	1,954,023	10,883,011
Cash and cash equivalents at beginning of period	69,887,839	70,020,838
Cash and cash equivalents at end of period	71,841,862	80,903,849
Supplemental information:
Income tax payments	2,933,657	4,386,835
Interest payments	177,652	241,984
Non-cash investing activities:
Purchases of property, plant and equipment included in accounts payable	$ 623,725	$ 1,647,134

XML

Pension and Other Postretirement Benefits (Details1) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
U.S. Pension Benefits [Member]
Net periodic pension and other postretirement costs
Service cost	$ 986	$ 779	$ 2,958	$ 2,336
Interest cost	2,129	2,216	6,386	6,650
Expected return on plan assets	(2,389)	(2,415)	(7,167)	(7,244)
Amortization of prior service cost	167	164	501	492
Amortization of actuarial loss	1,522	1,059	4,565	3,177
Net benefit cost	2,415	1,803	7,243	5,411
U.K. pension benefits plan [Member]
Net periodic pension and other postretirement costs
Interest cost	626	649	1,871	1,952
Expected return on plan assets	(525)	(579)	(1,569)	(1,742)
Amortization of actuarial loss	150	124	447	374
Net benefit cost	251	194	749	584
Other Postretirement Benefits [Member]
Net periodic pension and other postretirement costs
Service cost	280	161	603	482
Interest cost	230	255	689	765
Amortization of prior service cost	21	21	64	64
Amortization of actuarial loss	(152)	64	54	192
Net benefit cost	$ 379	$ 501	$ 1,410	$ 1,503

XML

Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2012

Other Current Liabilities [Abstract]

Schedule of other current liabilities

	(in thousands)
	September 30, 2012		December 31, 2011
Customer-related liabilities	$	10,106	$	10,506
Accrued sales commissions		1,702		2,245
Dividend payable		1,862		1,859
Other		7,879		5,727
	$	21,549	$	20,337

Schedule of changes in liability for product warranty claims

	(in thousands)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Balance at beginning of the period	$	5,488		$	4,942		$	5,498		$	5,113
Satisfaction of warranty claims		(604	)		(386	)		(1,869	)		(1,926	)
Provision for warranty claims		980			872			2,211			2,170
Other, primarily impact from changes in foreign currency exchange rates		87			(76	)		111			(5	)
Balance at end of the period	$	5,951		$	5,352		$	5,951		$	5,352

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Commitments and Contingent Liabilities (Details)	Sep. 30, 2012 USD ($)	Sep. 30, 2012 GBP (£)	Dec. 31, 2010 USD ($)	Dec. 31, 2010 GBP (£)
Commitments and Contingent Liabilities (Textual) [Abstract]
Outstanding standby and commercial letters of credit	$ 19,053,000
Government grants awarded			1,325,000	850,000
Government grants received	1,083,000	680,000
Recorded liability	$ 0

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Foreign Currency Exchange and Futures Contracts (Tables)

9 Months Ended

Sep. 30, 2012

Foreign Currency Exchange and Futures Contracts [Abstract]

Location and fair value of the foreign currency sales contracts recorded on the consolidated balance sheets

		(in thousands)
	Location of Fair Value in Balance Sheets	September 30, 2012			December 31, 2011
Cash flow hedge contracts	Other current assets	$	111		$	256
	Noncurrent assets	$	0		$	57
Fair value hedge contracts	Other current assets	$	394		$	107
	Noncurrent assets	$	0		$	112
Fair value hedged item	Accounts receivable	$	(74	)	$	(72	)
	Other current liability	$	340		$	174
	Noncurrent liability	$	0		$	116

Summary of amount recognized as and released from accumulated other comprehensive income (loss)

	(in thousands)
				Recognized as Comprehensive Income (Loss)		Released from Accumulated Other Comprehensive Income (Loss)
	December 31,			Nine Months Ended September 30,					September 30,
	2011			2012		2012			2012
Foreign currency sales contracts –cash flow hedges	$	114		$	14	$	83		$	45
Foreign currency sales contracts –fair value hedges		N/A			N/A		N/A			N/A
Foreign currency purchase contracts	$	309		$	0	$	13		$	296
Futures contracts – copper and aluminum	$	(314	)	$	158	$	(273	)	$	117

Summary of change in fair value reclassified or expected to be reclassified from accumulated other comprehensive income (loss) to earnings

		(in thousands)
	Location of Gain (Loss) In Statements of Operations	Estimated to be reclassified with the next 12 months		Three Months Ended September 30,						Nine Months Ended September 30,
				2012			2011			2012			2011
Foreign currency sales contracts – cash flow hedges	Sales	$	72	$	52		$	(18	)	$	131		$	180
Foreign currency sales contracts – fair value hedges	N/A		N/A		N/A			N/A			N/A			N/A
Foreign currency purchase contracts	Depreciation expense	$	27	$	7		$	8		$	20		$	24
Futures contracts – copper and aluminum	Costs of products sold (excluding depreciation)	$	117	$	(192	)	$	(46	)	$	(438	)	$	734

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Unaudited Condensed Consolidated Financial Statements

9 Months Ended

Sep. 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 September 30, 2012, the condensed consolidated statements of operations and comprehensive income for the three and nine months ended September 30, 2012 and 2011 and the condensed consolidated statements of cash flows for the nine months ended September 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 nine months ended September 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 $)	Sep. 30, 2012	Dec. 31, 2011
Condensed Consolidated Balance Sheets [Abstract]
Receivables, allowance for doubtful accounts	$ 500,702	$ 140,582
Common stock, par value	$ 1	$ 1
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	10,342,756	10,325,602
Common stock, shares outstanding	10,342,756	10,325,602

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Litigation

9 Months Ended

Sep. 30, 2012

Commitments and Contingent Liabilities / 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 nine months ended September, 2012 and 2011:

	Nine Months Ended September 30,
	2012			2011
Total claims pending at the beginning of the period		8,145			8,081
New claims served		1,343			1,434
Claims dismissed		(329	)		(1,162	)
Claims settled		(190	)		(197	)
Total claims pending at the end of the period		8,969	(1)		8,156	(2 )
Gross settlement and defense costs (in 000’s)	$	16,738		$	16,927
Average gross settlement and defense costs per claim resolved (in 000’s)	$	32		$	12

(1) Included as “open claims” are approximately 1,658 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.

(2) Included as “open claims” are approximately 1,688 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. In 2012, the plaintiffs dismissed the case with prejudice which means it cannot be re-filed.

Asbestos Insurance

The Corporation and its Air & Liquid Systems Corporation (“Air & Liquid”) subsidiary are parties to a series of settlement agreements (“Settlement Agreements”) with insurers that have coverage obligations for Asbestos Liability (the “Settling Insurers”). The Settlement Agreements include agreements with insurers encompassing all known solvent primary policies and solvent first-layer excess policies with responsibilities for Asbestos Liability. The Settlement Agreements also include an agreement, effective on October 8, 2012, with insurers responsible for the majority of the solvent second-layer and above excess insurance policies issued to the Corporation from 1981 through 1984. Under the Settlement Agreements, the Settling Insurers accept financial responsibility, subject to the terms and conditions of the respective agreements, including overall coverage limits, for pending and future claims for Asbestos Liability. The claims against the Corporation’s inactive subsidiary that is in dissolution proceedings, numbering approximately 284 as of September 30, 2012, are not included within the Settlement Agreements. The Corporation believes that the claims against the inactive subsidiary in dissolution are immaterial.

The Settlement Agreements include acknowledgements 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 Settlement Agreements do not provide for any prioritization on access to the applicable policies or any sublimits of liability as to Howden or the Corporation and Air & Liquid, and, accordingly, Howden may access the coverage afforded by the Settling Insurers for any covered claim arising out of a Product. In general, access by Howden to the coverage afforded by the Settling Insurers for the Products will erode coverage under the Settlement Agreements available to the Corporation and Air & Liquid for Asbestos Liability.

On February 24, 2011, the Corporation and its Air & Liquid 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 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. The Corporation and Air & Liquid entered into an agreement, effective October 8, 2012, as described above, with eight of the domestic defendant insurers in the action. That agreement specifies the terms and conditions upon which the insurer parties would contribute to defense and indemnity costs for claims for Asbestos Liability. Howden also reached an agreement with such insurers, effective the same day, addressing asbestos-related bodily injury claims arising from the Products. On October 16, 2012, the Court entered Orders dismissing all claims filed by the Corporation and Air & Liquid, Howden and the eight settling excess insurers against each other in the litigation. Various counterclaims, cross claims and third party claims have been filed in the litigation and remain pending as to non-settled parties.

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 nine months ended September 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 September 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 Settlement Agreements then in effect, 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 ($180,716,000 as of September 30, 2012). 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 Settlement Agreements in effect through September 30, 2012, 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 ($115,916,000 as of September 30, 2012).

The following table summarizes activity for the three and nine months ended September 30, 2012 and 2011.

	(in thousands)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Insurance receivable – asbestos at beginning of period	$	119,625		$	133,927		$	126,206		$	141,839
Settlements and defense costs paid by insurance carriers		(3,709	)		(3,924	)		(10,290	)		(11,836	)
Insurance receivable – asbestos at end of period	$	115,916		$	130,003		$	115,916		$	130,003

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 insurance receivable through September 30, 2012 does not reflect the impact of the settlement agreement reached by the Corporation and its Air & Liquid Systems Corporation subsidiary with eight domestic excess insurers effective October 8, 2012. The Corporation’s analysis of the impact of that settlement agreement remains on-going. The Corporation believes that such agreement is generally consistent with and supportive of its prior determination of its insurance receivable under applicable accounting standards.

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	9 Months Ended
	Sep. 30, 2012	Nov. 05, 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	Sep. 30, 2012
Amendment Flag	false
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3
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

9 Months Ended

Sep. 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 $1,210,000 at September 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		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Condensed Consolidated Statements of Operations [Abstract]
Net sales	$ 72,190,123	$ 74,263,346	$ 215,750,990	$ 258,302,588
Operating costs and expenses:
Costs of products sold (excluding depreciation)	56,065,811	58,059,322	166,604,017	189,043,470
Selling and administrative	9,677,552	9,885,364	30,077,782	32,006,489
Depreciation	2,698,731	2,483,671	8,277,892	7,771,428
(Gain) loss on disposition of assets	0	(3)	(1,338)	1,759
Total operating expenses	68,442,094	70,428,354	204,958,353	228,823,146
Income from operations	3,748,029	3,834,992	10,792,637	29,479,442
Other income (expense):
Investment-related income	13,857	22,664	48,037	129,133
Interest expense	(61,210)	(81,892)	(177,760)	(240,852)
Other - net	(170,113)	(334,362)	(632,825)	(650,878)
Total other income (expense)	(217,466)	(393,590)	(762,548)	(762,597)
Income before income taxes and equity losses in Chinese joint venture	3,530,563	3,441,402	10,030,089	28,716,845
Income tax provision	(1,498,000)	(525,000)	(3,643,000)	(8,764,000)
Equity losses in Chinese joint venture	(504,066)	(160,347)	(1,350,546)	(397,466)
Net income	$ 1,528,497	$ 2,756,055	$ 5,036,543	$ 19,555,379
Net income per common share:
Basic	$ 0.15	$ 0.27	$ 0.49	$ 1.90
Diluted	$ 0.15	$ 0.26	$ 0.48	$ 1.88
Cash dividends declared per share	$ 0.18	$ 0.18	$ 0.54	$ 0.54
Weighted average number of common shares outstanding:
Basic	10,342,756	10,325,602	10,336,865	10,316,258
Diluted	10,384,291	10,403,181	10,387,839	10,392,592

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Commitments and Contingent Liabilities

9 Months Ended

Sep. 30, 2012

Commitments and Contingent Liabilities / Litigation [Abstract]

Commitments and Contingent Liabilities

6. Commitments and Contingent Liabilities

Outstanding standby and commercial letters of credit as of September 30, 2012 approximated $19,053,000, 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 $1,083,000 (£680,000) 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

9 Months Ended

Sep. 30, 2012

Pension and Other Postretirement Benefits [Abstract]

Pension and Other Postretirement Benefits

5. Pension and Other Postretirement Benefits

Contributions for the nine months ended September 30, 2012 and 2011 were as follows:

	(in thousands)
	2012		2011
U.S. pension benefits plans	$	0	$	0
U.K. pension benefits plan	$	1,333	$	1,276
Other postretirement benefits (e.g. net payments)	$	449	$	487
U.K. defined contribution plan	$	232	$	307

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

	(in thousands)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
U.S. Pension Benefits
Service cost	$	986		$	779		$	2,958		$	2,336
Interest cost		2,129			2,216			6,386			6,650
Expected return on plan assets		(2,389	)		(2,415	)		(7,167	)		(7,244	)
Amortization of prior service cost		167			164			501			492
Amortization of actuarial loss		1,522			1,059			4,565			3,177
Net benefit cost	$	2,415		$	1,803		$	7,243		$	5,411
U.K. Pension Benefits
Interest cost	$	626		$	649		$	1,871		$	1,952
Expected return on plan assets		(525	)		(579	)		(1,569	)		(1,742	)
Amortization of actuarial loss		150			124			447			374
Net benefit cost	$	251		$	194		$	749		$	584
Other Postretirement Benefits
Service cost	$	280		$	161		$	603		$	482
Interest cost		230			255			689			765
Amortization of prior service cost		21			21			64			64
Amortization of actuarial loss		(152	)		64			54			192
Net benefit cost	$	379		$	501		$	1,410		$	1,503

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Pension and Other Postretirement Benefits (Tables)

9 Months Ended

Sep. 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	$	1,333	$	1,276
Other postretirement benefits (e.g. net payments)	$	449	$	487
U.K. defined contribution plan	$	232	$	307

Net periodic pension and other postretirement costs

	(in thousands)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
U.S. Pension Benefits
Service cost	$	986		$	779		$	2,958		$	2,336
Interest cost		2,129			2,216			6,386			6,650
Expected return on plan assets		(2,389	)		(2,415	)		(7,167	)		(7,244	)
Amortization of prior service cost		167			164			501			492
Amortization of actuarial loss		1,522			1,059			4,565			3,177
Net benefit cost	$	2,415		$	1,803		$	7,243		$	5,411
U.K. Pension Benefits
Interest cost	$	626		$	649		$	1,871		$	1,952
Expected return on plan assets		(525	)		(579	)		(1,569	)		(1,742	)
Amortization of actuarial loss		150			124			447			374
Net benefit cost	$	251		$	194		$	749		$	584
Other Postretirement Benefits
Service cost	$	280		$	161		$	603		$	482
Interest cost		230			255			689			765
Amortization of prior service cost		21			21			64			64
Amortization of actuarial loss		(152	)		64			54			192
Net benefit cost	$	379		$	501		$	1,410		$	1,503

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Unaudited Condensed Consolidated Financial Statements (Policies)

9 Months Ended

Sep. 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 September 30, 2012, the condensed consolidated statements of operations and comprehensive income for the three and nine months ended September 30, 2012 and 2011 and the condensed consolidated statements of cash flows for the nine months ended September 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 nine months ended September 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.

Recently Issued Accounting Pronouncements

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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Fair Value

9 Months Ended

Sep. 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 sheets as of September 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 September 30, 2012
Investments
Other noncurrent assets	$	3,318	$	0		$	0	$	3,318
Foreign currency exchange contracts
Accounts receivable	$	0	$	(74	)	$	0	$	(74	)
Other current assets	$	0	$	505		$	0	$	505
Other current liabilities	$	0	$	340		$	0	$	340
As of December 31, 2011
Investments
Other noncurrent assets	$	3,090	$	0		$	0	$	3,090
Foreign currency exchange contracts
Accounts receivable	$	0	$	(72	)	$	0	$	(72	)
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

Fair Value of Financial Instruments

The investments held as other noncurrent assets represent assets held in the “Rabbi” trust for the purpose of providing benefits under the non-qualified defined benefit pension plan. The fair value of the investments is based on quoted prices of the investments in active markets. The fair value of foreign currency exchange contracts is determined based on the fair value of similar contracts with similar terms and remaining maturities. The fair value of futures contracts is based on market quotations. The fair value of the variable-rate IRB debt approximates its carrying value. Additionally, the fair value of trade receivables and trade payables approximate their carrying value.

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Foreign Currency Exchange and Futures Contracts

9 Months Ended

Sep. 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 sheets 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).

As of September 30, 2012, approximately $20,556,000 of anticipated foreign-denominated sales has been hedged of which $877,000 is covered by cash flow contracts settling at various dates through March 2013 and the remaining $19,679,000 is covered by fair value contracts settling at various dates through September 2013. The fair value of assets held as collateral for the fair value hedge contracts as of September 30, 2012 approximated $808,000.

Additionally, certain of the Corporation’s divisions are 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 sale occurs. At September 30, 2012, approximately 58% or $2,856,000 of anticipated copper purchases over the next eight months and 63% or $794,000 of anticipated aluminum purchases over the next six months are hedged. The fair value of assets held as collateral as of September 30, 2012 equaled $500,000.

The Corporation previously entered into foreign currency purchase contracts to manage the volatility associated with Euro-denominated progress payments to be made for certain machinery and equipment. As of December 31, 2010, all contracts had been settled and the underlying fixed assets were placed in service. The change in the fair value is included in accumulated other comprehensive income (loss) and is being amortized to pre-tax earnings (as an offset to depreciation expense) over the life of the underlying assets.

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.

The location and fair value of the foreign currency sales contracts recorded on the consolidated balance sheets as of September 30, 2012 and December 31, 2011 are as follows:

		(in thousands)
	Location of Fair Value in Balance Sheets	September 30, 2012			December 31, 2011
Cash flow hedge contracts	Other current assets	$	111		$	256
	Noncurrent assets	$	0		$	57
Fair value hedge contracts	Other current assets	$	394		$	107
	Noncurrent assets	$	0		$	112
Fair value hedged item	Accounts receivable	$	(74	)	$	(72	)
	Other current liability	$	340		$	174
	Noncurrent liability	$	0		$	116

The change in the fair value of the cash flow contracts is recorded as a component of accumulated other comprehensive income (loss). The balances as of December 31, 2011 and September 30, 2012 and the amount recognized as and released from accumulated other comprehensive income (loss) for the nine months ended September 30, 2012 is summarized below. All amounts are after-tax.

	(in thousands)
				Recognized as Comprehensive Income (Loss)		Released from Accumulated Other Comprehensive Income (Loss)
	December 31,			Nine Months Ended September 30,					September 30,
	2011			2012		2012			2012
Foreign currency sales contracts –cash flow hedges	$	114		$	14	$	83		$	45
Foreign currency sales contracts –fair value hedges		N/A			N/A		N/A			N/A
Foreign currency purchase contracts	$	309		$	0	$	13		$	296
Futures contracts – copper and aluminum	$	(314	)	$	158	$	(273	)	$	117

The change in fair value reclassified or expected to be reclassified from accumulated other comprehensive income (loss) to earnings is summarized below. All amounts are pretax.

		(in thousands)
	Location of Gain (Loss) In Statements of Operations	Estimated to be reclassified with the next 12 months		Three Months Ended September 30,						Nine Months Ended September 30,
				2012			2011			2012			2011
Foreign currency sales contracts – cash flow hedges	Sales	$	72	$	52		$	(18	)	$	131		$	180
Foreign currency sales contracts – fair value hedges	N/A		N/A		N/A			N/A			N/A			N/A
Foreign currency purchase contracts	Depreciation expense	$	27	$	7		$	8		$	20		$	24
Futures contracts – copper and aluminum	Costs of products sold (excluding depreciation)	$	117	$	(192	)	$	(46	)	$	(438	)	$	734

Gains (losses) on foreign exchange transactions included in other income (expense) approximated $77,000 and $(103,000) for the three months ended September 30, 2012 and 2011, respectively, and $155,000 and $27,000 for the nine months ended September 30, 2012 and 2011, respectively.

At September 30, 2012, the Corporation has purchase commitments covering 48% or $8,000,000 of anticipated natural gas usage over approximately the next three years at one of its subsidiaries. The commitments qualify as normal purchases and, accordingly, are not reflected on the condensed consolidated balance sheets.

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

9 Months Ended

Sep. 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-employee directors.

Stock-based compensation expense for the three months ended September 30, 2012 and 2011 equaled $296,000 and $497,000, respectively. The related income tax benefit recognized in the condensed consolidated statement of operations for each of the periods was approximately $103,000 and $174,000, respectively. Stock-based compensation expense for the nine months ended September 30, 2012 and 2011 equaled $961,000 and $1,458,000, respectively. The related income tax benefit recognized in the condensed consolidated statement of operations for each of the periods was approximately $336,000 and $510,000, respectively.

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Business Segments

9 Months Ended

Sep. 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 September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Net Sales:
Forged and Cast Rolls	$	46,431		$	49,312		$	133,963		$	182,114
Air and Liquid Processing		25,759			24,951			81,788			76,189
Total Reportable Segments	$	72,190		$	74,263		$	215,751		$	258,303
Income before Income Taxes:
Forged and Cast Rolls	$	4,846		$	4,604		$	12,226		$	30,274
Air and Liquid Processing		1,026			1,815			5,734			7,097
Total Reportable Segments		5,872			6,419			17,960			37,371
Other expense, including corporate costs – net		(2,341	)		(2,978	)		(7,930	)		(8,654	)
Total	$	3,531		$	3,441		$	10,030		$	28,717

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Pension and Other Postretirement Benefits (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2012	Sep. 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	1,333	1,276
Other postretirement benefits (e.g. net payments) [Member]
Contributions for pension and other postretirement benefits
Contributions	449	487
U.K. defined contribution plan [Member]
Contributions for pension and other postretirement benefits
Contributions	$ 232	$ 307

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Property, Plant and Equipment (Tables)

9 Months Ended

Sep. 30, 2012

Property, Plant and Equipment [Abstract]

Property, plant and equipment

	(in thousands)
	September 30, 2012			December 31, 2011
Land and land improvements	$	4,982		$	4,974
Buildings		41,694			41,433
Machinery and equipment		235,020			224,426
Construction-in-progress		10,028			12,446
Other		8,589			8,419
		300,313			291,698
Accumulated depreciation		(149,945	)		(141,458	)
	$	150,368		$	150,240

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Business Segments (Tables)

9 Months Ended

Sep. 30, 2012

Business Segments [Abstract]

Business segment net sales and income before income taxes

	(in thousands)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Net Sales:
Forged and Cast Rolls	$	46,431		$	49,312		$	133,963		$	182,114
Air and Liquid Processing		25,759			24,951			81,788			76,189
Total Reportable Segments	$	72,190		$	74,263		$	215,751		$	258,303
Income before Income Taxes:
Forged and Cast Rolls	$	4,846		$	4,604		$	12,226		$	30,274
Air and Liquid Processing		1,026			1,815			5,734			7,097
Total Reportable Segments		5,872			6,419			17,960			37,371
Other expense, including corporate costs – net		(2,341	)		(2,978	)		(7,930	)		(8,654	)
Total	$	3,531		$	3,441		$	10,030		$	28,717

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Stock-Based Compensation (Details) (USD $)	1 Months Ended	3 Months Ended		9 Months Ended
	May 31, 2012	Sep. 30, 2012 Directors	Sep. 30, 2011	Sep. 30, 2012 Directors	Sep. 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		296,000	497,000	961,000	1,458,000
Income tax benefit from stock-based compensation expense		$ 103,000	$ 174,000	$ 336,000	$ 510,000
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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Condensed Consolidated Statements of Comprehensive Income (Unaudited) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Condensed Consolidated Statements of Comprehensive Income [Abstract]
Net income	$ 1,528,497	$ 2,756,055	$ 5,036,543	$ 19,555,379
Adjustments for changes in:
Foreign exchange translation	1,388,591	(1,603,384)	1,982,521	(149,997)
Unrealized holding gains (losses) on marketable securities	93,617	(297,902)	134,207	(188,697)
Fair value of cash flow hedges	175,771	(634,832)	172,372	(896,104)
Reclassification adjustments for items included in net income:
Amortization of unrecognized employee benefit costs	1,105,841	917,724	3,622,718	2,754,457
Realized (gains) losses from sale of marketable securities	(12,668)	20,905	(40,098)	(1,134)
Realized losses (gains) from settlement of cash flow hedges	82,386	35,549	176,853	(585,780)
Other comprehensive income (loss)	2,833,538	(1,561,940)	6,048,573	932,745
Comprehensive income	$ 4,362,035	$ 1,194,115	$ 11,085,116	$ 20,488,124

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Other Current Liabilities

9 Months Ended

Sep. 30, 2012

Other Current Liabilities [Abstract]

Other Current Liabilities

4. Other Current Liabilities

Other current liabilities were comprised of the following:

	(in thousands)
	September 30, 2012		December 31, 2011
Customer-related liabilities	$	10,106	$	10,506
Accrued sales commissions		1,702		2,245
Dividend payable		1,862		1,859
Other		7,879		5,727
	$	21,549	$	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 Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Balance at beginning of the period	$	5,488		$	4,942		$	5,498		$	5,113
Satisfaction of warranty claims		(604	)		(386	)		(1,869	)		(1,926	)
Provision for warranty claims		980			872			2,211			2,170
Other, primarily impact from changes in foreign currency exchange rates		87			(76	)		111			(5	)
Balance at end of the period	$	5,951		$	5,352		$	5,951		$	5,352

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Litigation (Tables)

9 Months Ended

Sep. 30, 2012

Commitments and Contingent Liabilities / Litigation [Abstract]

Schedule of loss contingencies by contingency

	Nine Months Ended September 30,
	2012			2011
Total claims pending at the beginning of the period		8,145			8,081
New claims served		1,343			1,434
Claims dismissed		(329	)		(1,162	)
Claims settled		(190	)		(197	)
Total claims pending at the end of the period		8,969	(1)		8,156	(2 )
Gross settlement and defense costs (in 000’s)	$	16,738		$	16,927
Average gross settlement and defense costs per claim resolved (in 000’s)	$	32		$	12

(1) Included as “open claims” are approximately 1,658 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.

(2) Included as “open claims” are approximately 1,688 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.

Summary of activity in Asbestos Valuations

	(in thousands)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Insurance receivable – asbestos at beginning of period	$	119,625		$	133,927		$	126,206		$	141,839
Settlements and defense costs paid by insurance carriers		(3,709	)		(3,924	)		(10,290	)		(11,836	)
Insurance receivable – asbestos at end of period	$	115,916		$	130,003		$	115,916		$	130,003

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Foreign Currency Exchange and Futures Contracts (Details 1) (USD $)	3 Months Ended		9 Months Ended				9 Months Ended		9 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012 Fair Value Hedges [Member]	Dec. 31, 2011 Fair Value Hedges [Member]	Sep. 30, 2012 Foreign currency exchange contracts [Member] Cash Flow Hedges [Member]	Dec. 31, 2011 Foreign currency exchange contracts [Member] Cash Flow Hedges [Member]	Sep. 30, 2012 Foreign currency purchase contracts [Member]	Dec. 31, 2011 Foreign currency purchase contracts [Member]	Sep. 30, 2012 Commodities hedge contracts [Member]	Dec. 31, 2011 Commodities hedge contracts [Member]
Derivative [Line Items]
Change in the fair value of foreign currency contracts							$ 45,000	$ 114,000	$ 296,000	$ 309,000	$ 117,000	$ (314,000)
Change in fair value of contracts, recognized as comprehensive income (loss), net of income taxes	175,771	(634,832)	172,372	(896,104)			14,000		0		158,000
Amount of the change in fair value released from accumulated other comprehensive income (loss), net of income taxes	$ 82,386	$ 35,549	$ 176,853	$ (585,780)			$ 83,000		$ 13,000		$ (273,000)

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Inventories (Tables)

9 Months Ended

Sep. 30, 2012

Inventories [Abstract]

Inventories

	(in thousands)
	September 30, 2012		December 31, 2011
Raw materials	$	20,870	$	20,798
Work-in-process		32,758		29,314
Finished goods		13,518		7,835
Supplies		11,495		10,597
	$	78,641	$	68,544