10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2018

Commission File Number 1-898

AMPCO-PITTSBURGH CORPORATION

Pennsylvania	25-1117717
(State of Incorporation)	(I.R.S. Employer ID No.)
726 Bell Avenue, Suite 301
Carnegie, PA 15106	(412) 456-4400
(Address of principal executive offices)	(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act: 

Title of each class	Name of each exchange on which registered
Common stock, $1 par value	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  YesNo✓

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  YesNo✓

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 period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes✓No

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files).  Yes✓No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [✓]

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

Large accelerated filer	____	Accelerated filer	____
Non-accelerated filer	____	Smaller reporting company	✓
Emerging growth company	____

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesNo✓

The aggregate market value of the voting stock of Ampco-Pittsburgh Corporation held by non-affiliates on June 29, 2018 (based upon the closing price of the Registrant’s Common Stock on the New York Stock Exchange on that date) was approximately $69 million.

As of March 11, 2019, 12,494,846 common shares were outstanding.

Documents Incorporated by Reference: Part III of this report incorporates by reference certain information from the Proxy Statement for the 2019 Annual Meeting of Shareholders.

TABLE OF CONTENTS

PART I
Item 1. Business	1
Item 1a. Risk Factors	4
Item 1b. Unresolved Staff Comments	7
Item 2. Properties	7
Item 3. Legal Proceedings	9
Item 4. Mine Safety Disclosures	9
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	10
Item 6. Selected Financial Data	10
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation	10
Item 7a. Quantitative and Qualitative Disclosures about Market Risk	16
Item 8. Financial Statements and Supplementary Data	17
Item 9. Changes In and Disagreements With Accountants On Accounting and Financial Disclosure	59
Item 9a. Controls and Procedures	59
Item 9b. Other Information	61
PART III
Item 10. Directors, Executive Officers and Corporate Governance	62
Item 11. Executive Compensation	62
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters	62
Item 13. Certain Relationships and Related Transactions, and Director Independence	62
Item 14. Principal Accountant Fees and Services	62
Part IV
Item 15. Exhibits and Financial Statement Schedules	63
Item 16. Form 10-K Summary	66
Signatures	67

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FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a safe harbor for forward-looking statements made by us or on our behalf. Management’s Discussion and Analysis of Financial Condition and Results of Operation and other sections of the Annual Report on Form 10-K as well as the consolidated financial statements and notes thereto may contain forward-looking statements that reflect our current views with respect to future events and financial performance.

All statements in this document other than statements of historical fact are statements that are, or could be, deemed “forward-looking statements” within the meaning of the Act. In this document, statements regarding future financial position, sales, costs, earnings, cash flows, other measures of results of operations, capital expenditures, debt levels, plans, objectives, outlook, targets, guidance or goals are forward-looking statements. Words such as “may,” “intend,” “believe,” “expect,” “anticipate,” “estimate,” “project,” “forecast” and other terms of similar meaning that indicate future events and trends are also generally intended to identify forward-looking statements. 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 us, these risks and uncertainties include, but are not limited to, those described under Item 1A. Risk Factors of this Annual Report on Form 10-K. In addition, there may be events in the future that we are 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, we assume no obligation, and disclaim any obligation, to update forward-looking statements whether as a result of new information, events or otherwise.

– PART I –

ITEM 1. BUSINESS

GENERAL DEVELOPMENT OF BUSINESS

Ampco-Pittsburgh Corporation (the “Corporation”) was incorporated in Pennsylvania in 1929. The Corporation, individually or together with its consolidated subsidiaries, is also referred to herein as the “Registrant.” The Corporation classifies its businesses in two segments: Forged and Cast Engineered Products and Air and Liquid Processing.

NARRATIVE DESCRIPTION OF BUSINESS

Forged and Cast Engineered Products Segment

Union Electric Steel Corporation produces ingot and forged products that service a wide variety of industries globally. It specializes in the production of forged hardened steel rolls used in rolling mills by producers of steel, aluminum and other metals throughout the world. In addition, it produces ingot and open-die forged products which are used in the oil and gas industry and the aluminum and plastic extrusion industries. Union Electric Steel Corporation is headquartered in Carnegie, Pennsylvania, with three manufacturing facilities in Pennsylvania and one in Indiana. It is one of the largest producers of forged hardened steel rolls in the world. In addition to a few domestic competitors, several major European, South American and Asian manufacturers also compete in both the domestic and foreign markets.

The following entities are direct or indirect operating subsidiaries of Union Electric Steel Corporation:

Union Electric Steel UK Limited produces cast rolls in a variety of iron and steel qualities for hot and cold strip mills, medium/heavy section mills and plate mills. It is located in Gateshead, England, and is a major supplier of cast rolls to the metalworking industry worldwide. It primarily competes with European, Asian and North and South American companies in both domestic and foreign markets.

Åkers Sweden AB produces cast rolls in a variety of iron and steel qualities for hot strip finishing, roughing mills, plate mills and medium/heavy section mills. It is located in Åkers Styckebruk, Sweden.

Åkers Valji Ravne d.o.o. produces forged rolls for cluster mills and Z-Hi mills, work rolls for narrow and wide strip and aluminum mills, back-up rolls for narrow strip mills, and leveling rolls and shafts. It is located in Ravne, Slovenia.

Akers National Roll Company produces cast rolls for hot and cold strip mills, and plate mills. It is located in Avonmore, Pennsylvania. Certain operations were temporarily idled in mid-2017.

ASW Steel Inc. is a premier specialty steel producer located in Welland, Ontario, Canada.

Alloys Unlimited Processing, LLC is a distributor of tool steels, alloys and carbon round bar, located in Austintown, Ohio.

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The segment also has an equity interest in three joint venture companies in China:

Shanxi Åkers TISCO Roll Co. Ltd., is a joint venture between Taiyuan Iron and Steel Co Ltd. and Åkers AB, a subsidiary of Union Electric Steel Corporation, that produces cast rolls for hot strip mills, steckel mills and medium plate mills. It is located in Taiyuan, Shanxi Province, China. Åkers AB holds a 59.88% interest in the joint venture.

Masteel Gongchang Roll Co., Ltd. is a joint venture among Union Electric Steel Corporation, Magang (Group) Holding Co., Ltd. and Jiangsu Gongchang Roll Co., Ltd. that produces large forged backup rolls for hot and cold strip mills. It is located in Maanshan, Anhui Province, China. Union Electric Steel (Hong Kong) Limited, a subsidiary of Union Electric Steel Corporation, holds a 33% interest in the joint venture.

Jiangsu Gongchang Roll Co., Ltd. is a joint venture that produces cast rolls for hot and cold strip mills, medium/heavy section mills and plate mills. It is located in Xinjian Town Yixing City, Jiangsu Province, China. Union Electric Steel UK Limited, a subsidiary of Union Electric Steel Corporation, holds a 24% interest in the joint venture.

In October 2018, the Board of Directors of the Corporation approved a plan to sell ASW Steel Inc. (“ASW”). The sale of ASW represents a strategic shift that will have a major impact on our results of operations and has been accounted for as a discontinued operation. See Note 2 (Discontinued Operations and Disposition) of this Annual Report on Form 10-K.

Air and Liquid Processing Segment

Aerofin Division of Air & Liquid Systems Corporation produces custom-engineered finned tube heat exchange coils and related heat transfer products for a variety of industries including nuclear power generation, industrial process and HVAC, and is located in Lynchburg, Virginia.

Buffalo Air Handling Division of Air & Liquid Systems Corporation produces large custom air handling systems used in commercial, institutional and industrial buildings and is located in Amherst, Virginia.

Buffalo Pumps Division of Air & Liquid Systems Corporation manufactures a line of centrifugal pumps for the refrigeration, power generation and marine defense industries and is located in North Tonawanda, New York.

All three of the divisions in this segment are principally represented by a common independent sales organization and have several major competitors.

Products

In both segments, the products are dependent on engineering, principally custom designed, and are sold to sophisticated commercial and industrial users located throughout the world. For additional information on the products produced and financial information about each segment, see Note 14 (Revenue) and Note 22 (Business Segments) of this Annual Report on Form 10-K.

Raw Materials

Raw materials used in both segments are generally available from many sources and neither segment is dependent upon any single supplier for any raw material. Substantial volumes of raw materials used by each segment are subject to significant variations in price. The Corporation’s subsidiaries generally do not purchase or commit for the purchase of a major portion of raw materials significantly in advance of the time they require such materials but do make forward commitments for certain commodities (copper and aluminum). See Note 12 (Derivative Instruments) of this Annual Report on Form 10-K.

Patents and Trademarks

While the Corporation and its subsidiaries hold some patents, trademarks and licenses, in the opinion of management, they are not material to either segment.

Backlog

The backlog of orders at December 31, 2018, was approximately $343 million, compared to a backlog of $325 million at year-end 2017. Approximately 37% of the backlog is expected to be released after 2019.

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Competition

The Corporation faces considerable competition from a large number of companies in both segments. The Corporation believes, however, that its subsidiaries are significant participants in each of the niche markets which they serve. Competition in both segments is based on quality, service, price and delivery.

Environmental Protection Compliance Costs

Expenditures for environmental control matters were not material to either segment in 2018 and are not expected to be material in 2019.

Employees

On December 31, 2018, the Corporation and its subsidiaries had 1,922 active employees, of which approximately 120 are employees of ASW.

AVAILABLE INFORMATION

The Corporation files annual, quarterly and current reports, amendments to those reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”). You may access and read the Corporation’s filings without charge through the SEC’s website at www.sec.gov.

The Corporation’s internet address is www.ampcopittsburgh.com. The Corporation makes available, free of charge on its internet website, access to these reports as soon as reasonably practicable after such material is filed with, or furnished to, the SEC. The information on the Corporation’s website is not part of this Annual Report on Form 10-K.

EXECUTIVE OFFICERS

The name, age, position with the Corporation⁽¹⁾ and business experience for the past five years of the Executive Officers of the Corporation are as follows:

J. Brett McBrayer (age 53). Mr. McBrayer has served as the Corporation’s Chief Executive Officer since July 2018. He previously served as President and Chief Executive Officer at Airtex Products and ASC Industries, a global manufacturer and distributor of automotive aftermarket and OEM fuel and water pumps, from 2012 to 2017. Mr. McBrayer also served as Vice President and General Manager of the Alcan Cable business at Rio Tinto Alcan, as Vice President and General Manager of the Specialty Metals Division at Precision Cast Parts Corporation, and held positions of various responsibility and leadership during his 20 years with Alcoa, Inc.

Rose Hoover (age 63). Ms. Hoover has been employed by the Corporation for more than thirty-five years. She has served as President and Chief Administrative Officer of the Corporation since August 2015 and Executive Vice President from 2011 to August 2015.

Michael G. McAuley (age 55). Mr. McAuley has served as Senior Vice President, Chief Financial Officer and Treasurer of the Corporation since March 2018 and as Vice President, Chief Financial Officer and Treasurer since April 2016. Previously, he served as Senior Vice President and Chief Financial Officer of RTI International Metals, Inc., a producer of titanium mill products and fabricated metal components, from July 2014 to October 2015, and has held several senior financial capacities over the preceding 25 years including at Goodrich Corporation and Air Products & Chemicals, Inc.

Maria Trainor (age 44). Ms. Trainor has served as Vice President, General Counsel and Secretary of the Corporation since June 2015. Prior to joining the Corporation, Ms. Trainor was a partner at K&L Gates, LLP, an international law firm, where she had practiced for nearly fourteen years.

Samuel C. Lyon (age 50). Mr. Lyon has served as President of Union Electric Steel Corporation since February 2019. He previously served as Vice President and Group President of Performance Engineered Products at Carpenter Technology Corporation, a developer, manufacturer and distributor of stainless steels and corrosion-resistant alloys, from July 2017 to January 2019.  Prior to that, he served as Vice President and General Manager of Dynamet Incorporated, the titanium business unit of Carpenter Technology, from October 2016 to June 2017, and as Chief Operating Officer of UCI-Pumps business of UCI-Fram, an OEM and after-market automotive parts supplier, from March 2013 to September 2016.

Terrence W. Kenny (age 59). Mr. Kenny has been employed by the Corporation for more than thirty years. He has served as President of the Air & Liquid Systems Corporation for more than five years.

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Timothy R. Clutterbuck (age 60).  Mr. Clutterbuck has served as President of ASW Steel Inc. since November 2011.

(1) Officers serve at the discretion of the Board of Directors and none of the listed individuals serves as a director of a public company.

ITEM 1A. RISK FACTORS

From time to time, important factors may cause actual results to differ materially from future expected results based on performance expressed or implied by any forward-looking statements made by us, including known and unknown risks, uncertainties and other factors, many of which are not possible to predict or control. Several of these factors are described from time to time in our filings with the SEC, but the factors described in filings are not the only risks that the Corporation faces.

Cyclical demand for products and economic downturns may reduce the demand for, and sales of, our products, which could adversely affect our margins and profitability.

A significant portion of the Forged and Cast Engineered Products segment’s sales consists of mill rolls to customers in the global steel and aluminum industry which can be periodically impacted by economic or cyclical downturns. Such downturns, the timing and length of which are difficult to predict, may reduce the demand for, and sales of, our forged and cast rolls both in the United States and the rest of the world. Lower demand for rolls may also adversely impact profitability as other competing roll producers lower selling prices in the marketplace in order to fill their manufacturing capacity. Cancellation of orders or deferral of delivery of rolls may occur and produce an adverse impact on financial results. In addition, sales of non-roll product, consisting of open-die forged product primarily for the oil and gas industry, are impacted by fluctuations in global energy prices.

Excess global capacity in steel industry could lower prices for our products, which would adversely affect our sales, margins and profitability, as well as collectability of receivables and salability of in-process inventory.

The global steel manufacturing capacity continues to exceed global consumption of steel products. Such excess capacity often results in manufacturers in certain countries exporting steel at prices significantly below their home market prices (often due to local government assistance or subsidies), which leads to global market destabilization and reduced sales and profitability of some of our and our subsidiaries’ customers, which, in turn, affects our sales and profit margins, as well as collectability of receivables and salability of in-process inventory.

A reduction in the level of export sales, as well as other economic factors in foreign countries, may have an adverse impact on our financial results.

Exports are a significant proportion of our subsidiaries’ sales. Historically, changes in foreign exchange rates, particularly in respect of the U.S. dollar, British pound, Swedish krona and the euro, have impacted the export of our products and may do so again in the future. Other factors that may adversely impact export sales and operating results include political and economic instability, export controls, changes in tax laws and tariffs and new indigenous producers in overseas markets. A reduction in the level of export sales may have an adverse impact on our financial results. In addition, exchange rate changes may allow foreign roll suppliers to compete in our home markets.

Fluctuation of the value of the U.S. dollar relative to other currencies may adversely affect our business, results of operations and financial condition.

Certain of our subsidiaries operate in foreign jurisdictions and, accordingly, earn revenues, pay expenses, own assets and incur liabilities in countries using currencies other than the U.S. dollar. Since our consolidated financial statements are presented in U.S. dollars, we must translate revenues and expenses into U.S. dollars at the average exchange rate during each reporting period, and assets and liabilities into U.S. dollars at the exchange rate in effect at the end of each reporting period. Therefore, increases or decreases in the value of the U.S. dollar against other major currencies will affect the translated value for revenue, expenses and balance sheet items denominated in foreign currencies and could materially affect our financial results expressed in U.S. dollars.

Commodity price increases, as well as any reductions in electricity, gas supply or shortage of key production materials, could adversely impact our production, which would result in lower profitability.

Our subsidiaries use certain commodities in the manufacture of their products. These include steel scrap, ferroalloys, energy and graphite electrodes. Any sudden price increase may cause a reduction in profit margins or losses where fixed-priced contracts have been accepted or increases cannot be obtained in future selling prices. In addition, there may be curtailment in electricity or gas supply which would adversely impact production. Shortage of critical materials, while driving up costs, may be of such severity as to disrupt production, all of which may impact sales and profitability. The global supply shortage of graphite electrodes used for electric arc

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furnace melting of our steels could materially impact results of operations should we be unable to secure sufficient supply for our production requirements.

We may not be able to realize the expected benefits from the acquisitions that we make, and we may experience difficulties in integrating the acquired businesses.

We have made in the past, and may continue to make, certain acquisitions and enter into joint ventures which are intended to complement or expand our businesses. These acquisitions involve a variety of challenges and risks. We may encounter difficulties integrating acquired businesses with our operations or applying our internal control processes to these acquisitions. Other risks associated with acquisitions are the diversion of management’s attention from other business concerns, the potential loss of key employees and customers of the acquired companies, the possible assumption of unknown liabilities, and potential disputes with the sellers. We may not be able to complete certain acquisitions due to antitrust laws and regulations in various jurisdictions. Additionally, we may not realize the degree or timing of benefits we anticipate when we first enter into a transaction. Any of the foregoing could adversely affect our business and results of operations.

A work stoppage or another industrial action on the part of any of our unions may be disruptive to our operations.

Our subsidiaries have several key operations which are subject to multi-year collective bargaining agreements with their hourly work forces. While we believe we have good relations with our unions, there is the risk of industrial action or work stoppage at the expiration of an agreement if contract negotiations break down, which may disrupt manufacturing and impact results of operations.

Dependence on certain equipment may cause an interruption in our production if such equipment is out of operation for an extended period of time, which would result in lower sales and profitability.

Our subsidiaries’ principal business relies on certain unique equipment such as an electric arc furnace and a spin cast work roll machine. Although a comprehensive critical spare inventory of key components for this equipment is maintained, if any such unique equipment is out of operation for an extended period, it may result in a significant reduction in our sales and earnings.

The ultimate liability of our subsidiaries for claims alleging personal injury from exposure to asbestos-containing components historically used in certain products of our subsidiaries could have a material adverse effect on our financial condition or liquidity in the future.

Our subsidiaries, and in some cases, we, are defendants in numerous claims alleging personal injury from exposure to asbestos-containing components historically used in certain products of our subsidiaries. Through year-end 2018, our insurance has covered a substantial majority of our settlement and defense costs. We believe that the estimated costs net of anticipated insurance recoveries of our pending and future asbestos legal proceedings should not have a material adverse effect on our financial condition or liquidity. However, there can be no assurance that our subsidiaries or we will not be subject to significant additional claims in the future or that our subsidiaries’ ultimate liability with respect to asbestos claims will not present significantly greater and longer lasting financial exposure than provided in our financial statements. The ultimate net liability with respect to such pending and any unasserted claims is subject to various uncertainties, including the following:

• the number of claims that are brought in the future;

• the costs of defending and settling these claims;

• insolvencies among our insurance carriers and the risk of future insolvencies;

• the possibility that adverse jury verdicts could require damage payments in amounts greater than the amounts for which we have historically settled claims;

• possible changes in the litigation environment or federal and state law governing the compensation of asbestos claimants; and

• the risk that the bankruptcies of other asbestos defendants may increase our costs.

Because of the uncertainties related to such claims, it is possible that the ultimate liability could have a material adverse effect on our financial condition or liquidity in the future.

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The loss of any of our key management or our inability to attract or retain qualified personnel may prevent us from our implementing our business strategy.

Our success is dependent on the management, experience and leadership skills of our senior management team and key employees. The loss of any of these individuals or an inability to attract, retain and maintain additional personnel with similar industry experience could prevent us from implementing our business strategy. We cannot assure you that we will be able to retain our existing senior management and key personnel or to attract additional qualified personnel when needed.

Potential attacks on information technology infrastructure and other cyber-based business disruptions could have a material adverse effect on our financial condition and results of operations.

We depend on integrated information technology (“IT”) systems to conduct our business. IT systems failures, including risks associated with upgrading our systems or in successfully integrating IT and other systems in connection with the integration of businesses we acquire, network disruptions and breaches of data security could disrupt our operations by impeding our processing of transactions, our ability to protect customer or company information and our financial reporting. Our computer systems, including our back-up systems, could be damaged or interrupted by power outages, computer and telecommunications failures, computer viruses, internal or external security breaches, events such as fires, earthquakes, floods, tornadoes and hurricanes, and/or errors by our employees. Cyber-based risks, in particular, are evolving and include potential attacks to our IT infrastructure and to the IT infrastructure of third parties in attempts to gain unauthorized access to our confidential or other proprietary information, or information relating to our employees, customers and other third parties. Although we have taken steps to address these concerns, there can be no assurance that a system failure or data security breach will not have a material adverse effect on our financial condition or results of operations.

A change in the existing regulatory environment could negatively affect our operations and financial performance.

In 2018, the United States imposed tariffs of 25% on primary steel imports and 10% on primary aluminum imports into the U.S. As consumers of steel and aluminum in some of our products, our cost base is exposed to the impact of this action, or similar actions, on our margins, and we could potentially lose market share to foreign competitors not subject to similar tariffs increases. Our financial condition, results of operations and cash flows may continue to be affected by these tariffs, or similar actions.  Additionally, should a new trade agreement not occur which mitigates or neutralizes the impact of the tariffs, or similar actions, our financial condition, results of operations and cash flows may continue to be negatively impacted.

New trade restrictions and regulatory burdens associated with “Brexit” could adversely impact our operations and financial performance.

On June 23, 2016, voters in the United Kingdom (“U.K.”) approved a referendum to exit from the European Union (“E.U.”), commonly known as “Brexit.” The U.K. is scheduled to leave the EU on March 29, 2019, unless the U.K. decides to halt the process and stay in the EU prior to that deadline. In November 2018, the EU and the U.K. agreed upon the terms of an agreement which sets out the terms of the U.K.’s withdrawal from the EU and includes a transitional period until December 31, 2020. If the agreement is not ratified by the EU and U.K. before the end of March 2019, then, absent the U.K. withdrawing its notice under Article 50 or members of the EU agreeing to extend the two-year notice period, the U.K. will leave the EU with no agreements in place beyond those temporary arrangements which have been or may be put in place. Given the lack of comparable precedent, it is unclear what financial, trade and legal implications of the U.K. leaving the EU with no agreements in place would have and how such withdrawal would affect our financial condition, results of operations and cash flows.

We may not be able successfully to consummate proposed divestitures or restructure operations.

We may, from time to time, divest businesses that become less of a strategic fit within our core portfolio or restructure operations to improve operating results. Our profitability may be impacted by gains or losses on the sale or restructuring of such businesses and our liquidity may be affected by the length of time we retain these businesses. Additionally, we may be required to record asset impairment or restructuring charges related to these businesses which may adversely impact our financial position, liquidity and results of operations.

We face limitations in availability of capital to fund our strategic plans.

We are parties to a Revolving Credit and Security Agreement (the “Credit Agreement”), a senior secured asset-based revolving credit facility collateralized by a first priority perfected security interest in substantially all of our assets. The Credit Agreement provides for initial borrowings not to exceed $100 million, with an option to increase the credit facility by an additional $50 million at our request and with the approval of the banks, but restricts us from incurring additional indebtedness outside of the Credit Agreement, unless otherwise approved by the banks. The Credit Agreement is subject to various affirmative and negative covenants and contains various

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sub-limits, including those based on type of collateral and borrowings by geographic region. If the financial covenants become difficult to meet or if our borrowing needs increase beyond the prescribed limits, our results of operations and liquidity may be materially adversely affected. In addition, our access to public debt markets is limited based on our size, credit profile and not being a well-known seasoned issuer.

A substantial majority of our authorized shares of common stock under our articles of incorporation are either outstanding or reserved for issuance.

Our restated articles of incorporation currently authorize the issuance of 20,000,000 shares of common stock and 3,000,000 shares of preferred stock, of which 150,000 are designated as Series A Preferred Stock. As of the date of this filing, 12,494,846 shares of common stock and zero shares of Series A Preferred Stock are outstanding, a total of 797,354 shares of common stock are reserved for issuance upon the exercise of outstanding stock options and upon vesting of restricted stock units, and a total of 760,375 shares of common stock are reserved for issuance in connection with future issuances of shares under our 2016 Omnibus Incentive Plan. After taking into account the total number of shares of common stock issued and outstanding, in addition to the aggregate number of shares of common stock reserved for future issuance, less than 6,000,000 authorized shares of common stock remain available to be issued.

We currently intend to solicit the approval of our shareholders at our upcoming 2019 annual meeting of shareholders to increase the number of authorized shares to 40,000,000. Absent the approval, our ability to use our shares to raise additional capital in the future will be limited and, as result, may impair our financial flexibility, including our liquidity needs and our ability to repay our debt obligations, execute our business plan, make future acquisitions, and fund operations, any of which could have a material adverse effect on our business, results of operations, financial condition or prospects.

ITEM 1B. UNRESOLVED STAFF COMMENTS

The Corporation has no unresolved staff comments.

ITEM 2. PROPERTIES

The location and general character of the principal locations in each segment, all of which are owned unless otherwise noted, are listed below. In addition, we have sales offices in the following countries: Brazil, China, Egypt, France, Germany, Luxembourg, Slovenia, Sweden and Turkey. See Note 4 (Property, Plant and Equipment) and Note 8 (Borrowing Arrangements) of this Annual Report on Form 10-K for disclosure of properties held as collateral.

Company and Location	Principal Use	Approximate Square Footage	Type of Construction
FORGED AND CAST ENGINEERED PRODUCTS SEGMENT
Union Electric Steel Corporation
Route 18 Burgettstown, PA 15021*	Manufacturing facilities	296,800 on 55 acres	Metal and steel
726 Bell Avenue Carnegie, PA 15106*	Manufacturing facilities and offices	165,900 on 8.7 acres	Metal and steel
U.S. Highway 30 Valparaiso, IN 46383*	Manufacturing facilities	88,000 on 20 acres	Metal and steel
1712 Greengarden Road Erie, PA 16501*	Manufacturing facilities	40,000 on 1 acre	Metal and steel
Union Electric Steel UK Limited
Coulthards Lane Gateshead, England	Manufacturing facilities and offices	274,000 on 10 acres	Steel framed, metal and brick
Åkers Sweden AB

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Company and Location	Principal Use	Approximate Square Footage	Type of Construction
Bruksallén 12SE-647 51 Åkers Styckebruk, Sweden	Manufacturing facilities and offices	394,000 on 162 acres	Steel framed, metal and brick
Åkers Valji Ravne d.o.o.
Koroška c. 14 SI-2390 Ravne na Koroškem, Slovenia	Manufacturing facilities and offices	106,000 on 2.1 acres	Brick
Akers National Roll Company
400 Railroad Avenue Avonmore, PA 15618	Manufacturing facilities and offices	140,000 on 29.5 acres	Metal and steel
Shanxi Åkers TISCO Roll Co. Ltd.
No. 2 Jian Cao Ping Taiyuan, Shanxi, China	Manufacturing facilities and offices	338,000 on 14.6 acres	Metal, steel and brick
Alloys Unlimited and Processing, LLC
3760 Oakwood Avenue Austintown, Ohio 44515*	Manufacturing facilities and offices	69,800 on 1.5 acres	Steel framed and cement block
ASW Steel Inc.
42 Centre Street Welland, ON, Canada L3B 5N9**	Manufacturing facilities and offices	813,500 on 76 acres	Metal and steel
AIR AND LIQUID PROCESSING SEGMENT
Air & Liquid Systems Corporation
Aerofin Division 4621 Murray Place Lynchburg, VA 24506	Manufacturing facilities and offices	146,000 on 15.3 acres	Brick, concrete and steel
Buffalo Air Handling Division
Zane Snead Drive Amherst, VA 24531	Manufacturing facilities and offices	89,000 on 19.5 acres	Metal and steel
Buffalo Pumps Division
874 Oliver Street N. Tonawanda, NY 14120	Manufacturing facilities and offices	94,000 on 9 acres	Metal, brick and cement block

* Facility is leased.

** Discontinued operation as of December 31, 2018. See Note 2 (Discontinued Operations and Disposition) of this Annual Report on Form 10-K.

In 2018, Union Electric Steel Corporation completed a sale and leaseback financing transaction covering certain of its real estate assets, including its manufacturing facilities in Valparaiso, Indiana and Burgettstown, Pennsylvania, and its manufacturing facility and corporate headquarters located in Carnegie, Pennsylvania.  Simultaneously with the sale, Union Electric Steel Corporation entered into a lease agreement pursuant to which Union Electric Steel Corporation would lease the properties from Store Capital Acquisitions, LLC, the purchaser of the properties.  

Union Electric Steel Corporation subleases office space to the Corporation. The Corporation then further subleases a portion of its office space to Air & Liquid Systems Corporation for use as its headquarters.

All of the owned facilities are adequate and suitable for their respective purposes.

The Forged and Cast Engineered Products segment’s facilities operated within 75% to 80% of their normal capacity during 2018. The facilities of the Air and Liquid Processing segment operated within 60% to 70% of their normal capacity. Normal capacity is defined

8

as capacity under approximately normal conditions with allowances made for unavoidable interruptions, such as lost time for repairs, maintenance, breakdowns, set-up, failure, supply delays, labor shortages and absences, Sundays, holidays, vacation and inventory taking. The number of work shifts is also taken into consideration.

ITEM 3. LEGAL PROCEEDINGS

LITIGATION

See Note 18 (Litigation) of this Annual Report on Form 10-K.

ENVIRONMENTAL

See Note 20 (Environmental Matters) of this Annual Report on Form 10-K.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

9

– PART II –

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Not applicable.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

(in thousands, except per share amounts)

EXECUTIVE OVERVIEW

Ampco-Pittsburgh Corporation and its subsidiaries (the “Corporation”) manufacture and sell highly engineered, high-performance specialty metal products and customized equipment utilized by industry throughout the world. We operate in two business segments – the Forged and Cast Engineered Products segment and the Air and Liquid Processing segment.

Forged and Cast Engineered Products

The Forged and Cast Engineered Products segment produces forged hardened steel rolls, cast rolls, open-die forged products, and specialty steel ingot and cast billet products. Forged hardened steel rolls are used mainly for rolling mills by producers of steel, aluminum and other metals. Cast rolls, which are produced in a variety of iron and steel qualities, are used mainly in hot and cold strip mills, medium/heavy section mills and plate mills. Ingot and forged engineered products are used in the oil and gas industry and the aluminum and plastic extrusion industries. Specialty steel ingot and cast billet products are used primarily by the open-die industry and downstream rolled-steel producers. The segment has operations in the United States, England, Sweden, Slovenia, Canada and an equity interest in three joint venture companies in China. Collectively, the segment primarily competes with European, Asian and North and South American companies in both domestic and foreign markets and distributes a significant portion of its products through sales offices located throughout the world.

Roll market conditions in the United States and Europe have improved as protectionist acts have financially strengthened our customer base. Backlog for mill rolls has increased roughly 12% from year end 2017 to year end 2018. However, tariffs imposed in 2018 on U.S. imports of primary steel products from Canada have adversely impacted our Canadian operations and the cost structure of our forged engineered products. In response, we are continuing to seek relief through available government channels. With respect to the oil and gas market, an inventory adjustment in the supply chain has continued to suppress order intake.

In October 2018, the Board of Directors of the Corporation approved a plan to sell ASW Steel Inc. (“ASW”). ASW is our specialty steel producer based in Canada which we acquired in November 2016. Loss of significant U.S. business due to a combination of tariffs imposed by the United States on imports of steel products and the loss of a key customer due to a plant closure have resulted in significant losses for the Canadian operation in 2018. While the Corporation will continue to service the open-die forged products market, it will not have a dedicated supply of required specialty steel through a back-end integration of ASW. The Corporation, however, expects to enter into a longer-term supply agreement post-sale for the supply of steel ingots. Also, the Corporation will no longer manufacture and supply primary specialty steels to customers in the non-roll opened and closed die forgings and rebar markets and will exit the Canadian market. Collectively, the sale of ASW represents a strategic shift that will have a major impact on our results of operations and has been accounted for as a discontinued operation. See Note 2 to the Consolidated Financial Statements.

Air and Liquid Processing

The Air and Liquid Processing segment includes Aerofin, Buffalo Air Handling and Buffalo Pumps, all divisions of Air & Liquid Systems Corporation (“Air & Liquid”), a wholly owned subsidiary of the Corporation. Aerofin produces custom-engineered finned tube heat exchange coils and related heat transfer products for a variety of industries including OEM/commercial, nuclear power generation and industrial manufacturing. Buffalo Air Handling produces large custom-designed air handling systems for institutional (e.g., hospital, university), pharmaceutical and general industrial building markets. Buffalo Pumps manufactures centrifugal pumps for the fossil-fueled power generation, marine defense and industrial refrigeration industries. The segment has operations in Virginia and

10

New York with headquarters in Carnegie, Pennsylvania. The segment distributes a significant portion of its products through a common independent group of sales offices located throughout the United States and Canada.

For the Air and Liquid Processing segment, business activity in the specialty centrifugal pump industry has been negatively impacted by a decline in activity in the fossil-fueled power generation market, partially offset by increased activity in the marine defense market. For the heat exchanger business, there are early signs of growth in the industrial market. Additionally, demand for custom air handling systems remains steady although competitive pricing pressures continue. The focus for this segment is to grow revenues, increase margins, strengthen engineering and manufacturing capabilities, and continue to improve the sales distribution network.

CONSOLIDATED RESULTS OF OPERATIONS OVERVIEW

ASW has been accounted for as a discontinued operation. Accordingly, the operating results of ASW have been excluded from continuing operations for 2018 and 2017. Prior year amounts, percentages and backlog have been recast to exclude ASW.

The Corporation

	2018					2017
Net Sales:
Forged and Cast Engineered Products	$	329,530		79	%	$	297,283		77	%
Air and Liquid Processing		89,902		21	%		87,872		23	%
Consolidated	$	419,432		100	%	$	385,155		100	%
(Loss) Income from Continuing Operations:
Forged and Cast Engineered Products	$	(6,605	)			$	(6,887	)
Air and Liquid Processing(1)		(22,129	)				10,682
Corporate costs		(16,158	)				(17,564	)
Consolidated	$	(44,892	)			$	(13,769	)
Backlog:
Forged and Cast Engineered Products	$	298,723		87	%	$	284,163		88	%
Air and Liquid Processing		44,356		13	%		40,438		12	%
Consolidated	$	343,079		100	%	$	324,601		100	%

(1) (Loss) income from continuing operations for the Air and Liquid Processing segment for 2018 includes a net pre-tax charge of $32,910 for estimated costs of asbestos-related litigation through 2052, the estimated final date by which we expect to have settled all asbestos-related claims, net of estimated insurance recoveries (see Note 18 to the Consolidated Financial Statements).

Consolidated net sales for 2018 increased from 2017 principally due to higher sales for the Forged and Cast Engineered Products segment. Specifically, sales of forged engineered products improved approximately $17,000 and mill rolls by approximately $16,000 when compared to the prior year. For the Air and Liquid Processing segment, sales of air handling units increased approximately $4,000 from the prior year while sales of heat exchange coils decreased by approximately $2,000. Sales of centrifugal pumps were comparable in 2018 and 2017.

Consolidated loss from continuing operations for 2018 includes a charge of $32,910 for the estimated costs of asbestos-related litigation through 2052, the estimated final date by which we expect to have settled all asbestos-related claims, net of estimated insurance recoveries (see Note 18 to the Consolidated Financial Statements). Corporate expenses decreased in the current year principally due to lower professional fees.

A discussion of sales, (loss) income from continuing operations and backlog for our two segments is included below.

Gross margin, excluding depreciation and amortization, as a percentage of net sales, was 16.1% and 17.7% for 2018 and 2017, respectively. The deterioration is principally attributable to the Forged and Cast Engineered Products segment which experienced lower production levels but benefited from a higher volume of shipments and improved pricing.

Selling and administrative expenses totaled $58,068 (13.8% of net sales) and $60,164 (15.6% of net sales) for 2018 and 2017, respectively. The decrease is primarily due to lower professional fees for Corporate.

The charge for asbestos litigation in 2018 represents an extension of the estimated costs of pending and future asbestos claims, net of additional insurance recoveries, from 2026 through 2052, the estimated final date by which we expect to have settled all asbestos-related claims. See Note 18 to the Consolidated Financial Statements.

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Investment-related income for the current year includes a dividend of $377 from the Corporation’s U.K./Chinese cast roll joint venture company. No dividends were received in 2017.

Interest expense for the current year increased when compared to the prior year due to increased borrowings under our revolving credit facility, coupled with an increase in our average borrowing rate, and interest on a sale and leaseback financing transaction consummated in the third quarter of 2018.

Other income (expense) improved in 2018 from 2017 primarily due to a contract settlement with a third party of approximately $2,425 and higher pension and other postretirement benefit income of approximately $3,309. The balance of the change between the periods is attributable to fluctuations in foreign exchange gains and losses.

Our income tax provision for 2018 includes a one-time transition tax imposed on the deemed repatriated earnings of foreign subsidiaries. Originally, in 2017, as the result of the enactment of the Tax Cuts and Jobs Act (the “Tax Reform”), the deemed repatriated earnings of our foreign subsidiaries were included in the computation of our net operating losses generated in 2017. However, in 2018, the Internal Revenue Service issued additional guidance with respect to certain provisions of the Tax Reform. Specifically, the additional guidance allowed a taxpayer to exclude the deemed repatriated earnings from the computation of net operating losses generated in tax year 2017. We availed ourselves of the election which enabled us to carry back additional net operating losses resulting in a release of a previously established valuation allowance of $1,419 and a higher refund of federal income taxes previously paid. However, as a result, we recognized the one-time tax of $2,369 on the deemed repatriation of previously untaxed foreign earnings in our income tax provision in 2018. For 2018 and 2017, our income tax provision includes income tax expense (benefit) associated with our profitable operations. An income tax benefit is not able to be recognized on losses for certain of our remaining entities since they remain in a three-year cumulative loss position.

Gain on sale of joint venture represents principally proceeds received from the 2016 sale of a portion of our equity interest in a forged roll Chinese joint venture. Proceeds are being recognized when received since, at the time of the sale, collectability was not assured. The final installment of $400 is due in 2019.

For 2018, we incurred a net loss from continuing operations of $43,575, or $3.50 per common share, which includes an after-tax charge of $31,881, or $2.56 per common share, for estimated costs of asbestos-related litigation through 2052, the estimated final date by which we expect to have settled all asbestos-related claims, net of estimated insurance recoveries. For 2017, we incurred a net loss of $15,051, or $1.22 per common share.

For 2018, net loss from discontinued operations approximated $23,901, or $1.92 per common share, and includes an after-tax charge of $15,000, or $1.21 per common share, for the write down of the assets of ASW to their estimated fair value less costs to sell. See Note 2 to the Consolidated Financial Statements. For 2017, net income from discontinued operations approximated $3,749, or $0.30 per common share.

Forged and Cast Engineered Products

	2018			2017
Net sales	$	329,530		$	297,283
Operating loss	$	(6,605	)	$	(6,887	)
Backlog	$	298,723		$	284,163

Net sales for 2018 increased 10.8% compared to 2017. The current year benefited from higher sales of mill rolls and, during the first half of the year, from forged engineered products. During the second half of the year, sales of forged engineered products, particularly frac blocs, declined primarily due to excess inventory in the supply chain.  

Operating results for 2018 and 2017 were comparable. Operating results for 2018 benefited from higher volumes of shipments and improved pricing, which contributed approximately $14,000; however, operating results were negatively impacted by unabsorbed costs from lower production levels, higher operating costs and equipment maintenance issues, which approximated the same amount.

Backlog at December 31, 2018, increased from the prior year due to improved demand for mill rolls, both forged and cast; however, backlog decreased approximately 50% for forged engineered products principally due to a retraction in the frac bloc market. As of December 31, 2018, approximately $126,008 of the backlog is expected to be released after 2019.

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Air and Liquid Processing

	2018			2017
Net sales	$	89,902		$	87,872
Operating (loss) income	$	(22,129	)	$	10,682
Backlog	$	44,356		$	40,438

Net sales for 2018 improved when compared to 2017. Specifically, sales of air handling units increased over the prior year due to expanded marketing efforts resulting in improved order intake. Sales of centrifugal pumps approximated sales for 2017; while benefitting from a higher volume of shipments to U.S. Navy shipbuilders, sales of commercial pumps declined from a year ago. Sales of heat exchange coils declined from the prior year and continued to be adversely impacted by a lower volume of shipments to the nuclear and fossil-fueled power generation market. Operating results for 2018 include a charge of $32,910 for the estimated costs of asbestos-related litigation through 2052, the estimated final date by which we expect to have settled all asbestos-related claims, net of estimated insurance recoveries (see Note 18 to the Consolidated Financial Statements). Otherwise, operating results improved based on a higher volume of shipments, product mix and cost containment efforts. Backlog at December 31, 2018, increased from December 31, 2017, with each of the product lines benefiting from higher order intake. The current backlog is expected to ship in 2019.

LIQUIDITY AND CAPITAL RESOURCES

Net cash flows provided by (used in) operating activities for continuing operations equaled $6,710 and $(19,047) for 2018 and 2017, respectively. The improvement is primarily attributable to a lower investment in trade working capital for the Forged and Cast Engineered Products segment of approximately $13,300 and U.S. federal income tax refunds of approximately $3,500 as a result of the carry back of additional net operating losses to earlier years. While we recognized a non-cash charge for the revaluation of our estimated costs of pending and future asbestos claims, net of additional insurance recoveries, this non-cash charge did not affect cash flows by the same amount. Instead, net asbestos-related payments equaled $6,904 and $5,828 in 2018 and 2017, respectively, and are expected to approximate $7,000 in 2019.

Net cash flows used in investing activities for continuing operations were $1,220 and $11,293 in 2018 and 2017, respectively.  The decrease is primarily due to proceeds from the sale of a division of ours for approximately $7,200 (see Note 2 to the Consolidated Financial Statements) and a reduction in capital expenditures for our Forged and Cast Engineered Products segment. As of December 31, 2018, expected future capital expenditures approximated $888, which are anticipated to be spent over the next 12 months.

Net cash flows (used in) provided by financing activities for continuing operations equaled $(3,421) and $8,925 for 2018 and 2017, respectively. During 2018, we completed a sale and leaseback financing transaction providing $19,000. The majority of the proceeds was used to repay borrowings under our revolving credit facility or loaned to ASW. By comparison, a portion of our borrowings under the revolving credit facility in 2017 was loaned to ASW to repay debt. In June 2017, we announced that we would suspend quarterly dividends, beginning with the second quarter of 2017. Dividends paid in 2017 equaled $0.18 per common share (including $0.09 per common share for dividends declared in 2016 but paid in 2017) and dividends paid on restricted stock issued prior to June 2017 that vested in 2017. Dividends paid in 2018 represent dividends paid on restricted stock issued prior to June 2017 that vested in 2018. The three-year promissory notes, and accrued interest, issued in connection with a 2016 acquisition were paid on March 4, 2019.

The effect of exchange rate changes on cash and cash equivalents is primarily attributable to the fluctuation of the British pound and Swedish krona against the U.S. dollar.

Cash flows from discontinued operations represent the cash activity for ASW. The increase in net cash flows used in operating activities is primarily attributable to net losses incurred during 2018 and an increase in net trade working capital. While the net loss for ASW for 2018 includes the non-cash charge of $15,000 for the write down of its assets to their estimated fair value less costs to sell, the non-cash charge did not affect cash flows for ASW. Net cash flows used in investing activities represent capital expenditures for each of the years. Net cash flows provided by financing activities for 2018 include borrowings under the revolving credit facility and intercompany advances from continuing operations. Similarly, net cash flows provided by financing activities for 2017 include intercompany advances from continuing operations which were used by ASW to repay its outstanding borrowings under its separate credit and term debt facilities.

As a result of the above, cash and cash equivalents of continuing operations increased by $1,057 in 2018 and ended the year at $19,713, in comparison to $18,656 at December 31, 2017. Cash held by our foreign operations, excluding ASW, equaled $10,662 and $13,765 at December 31, 2018, and 2017, respectively. Cash held by our foreign operations is considered to be permanently reinvested; accordingly, a provision for estimated local and withholding tax has not been made. If we were to remit any foreign earnings to the U.S., the estimated tax impact would be insignificant.

13

Funds on hand, funds generated from future operations and availability under our revolving credit facility are expected to be sufficient to finance our operational and capital expenditure requirements and to repay our financial obligations. As of December 31, 2018, remaining availability under the revolving credit facility approximated $35,000, net ofavailability reserves associated with the proceeds from the sale and leaseback financing transaction and the sale of a division of ours in 2018. The availability from these reserveswas used toward the settlement of the three-year promissory notes and interest paid on March 4, 2019. While the revolving credit agreement limits the amount of distributions upstream, we have not historically relied on or have been dependent on distributions from our subsidiaries and are not expected to be in the future.

With respect to environmental matters, we are currently performing certain remedial actions in connection with the sale of real estate previously owned and periodically incur costs to maintain compliance with environmental laws and regulations. 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 the identification of new sites. However, we believe the potential liability for remedial actions and environmental compliance measures of approximately $324 accrued at December 31, 2018, is considered adequate based on information known to date (see Note 20 to the Consolidated Financial Statements).

The nature and scope of our business brings us into regular contact with a variety of persons, businesses and government agencies in the ordinary course of business. Consequently, we and certain of our subsidiaries from time to time are named in various legal actions. Generally, we do not anticipate that our financial condition or liquidity will be materially affected by the costs of known, pending or threatened litigation (see Note 18 to the Consolidated Financial Statements). However, claims have been asserted, principally against Air & Liquid, alleging personal injury from exposure to asbestos-containing components historically used in some products and there can be no assurance that future claims will not present significantly greater and longer lasting financial exposure than presently contemplated.

OFF-BALANCE SHEET ARRANGEMENTS

Our off-balance sheet arrangements include operating leases (see Note 16 to the Consolidated Financial Statements), the previously mentioned expected future capital expenditures, and letters of credit unrelated to the Industrial Revenue Bonds (see Note 10 to the Consolidated Financial Statements). These arrangements are not considered significant to our liquidity, capital resources, market risk or credit risk.

EFFECTS OF INFLATION

While inflationary and market pressures on costs are likely to be experienced, it is anticipated that ongoing improvements in manufacturing efficiencies and cost savings efforts will mitigate the effects of inflation on our 2019 operating results. The ability to pass on increases in the price of commodities to the customer is contingent upon current market conditions, with us potentially having to absorb some portion or all of the increase. Product pricing for the Forged and Cast Engineered Products segment is reflective of current costs, with a portion of orders subject to a variable-index surcharge program which helps to protect the segment and its customers against the volatility in the cost of certain raw materials. Additionally, long-term labor agreements exist at each of the key locations. Certain of these agreements will expire in 2019. As is consistent with past practice, we will negotiate with the intent to secure mutually beneficial arrangements covering multiple years. (See Note 10 to the Consolidated Financial Statements). Finally, commitments have been executed for certain commodities (copper and aluminum) to cover a portion of orders in the backlog (see Note 12 to the Consolidated Financial Statements).

APPLICATION OF CRITICAL ACCOUNTING POLICIES

We have identified critical accounting policies that are important to the presentation of our financial condition, changes in financial condition and results of operations and involve the most complex or subjective assessments. Critical accounting policies relate to assessing recoverability of property, plant and equipment, intangibles and assets of discontinued operations; pension and other postretirement benefits; litigation and loss contingencies; and income taxes.

Property, plant and equipment is reviewed for recoverability at least annually, as of October 1, or whenever events or circumstances indicate the carrying amount of the long-lived assets may not be recoverable. If the undiscounted cash flows generated from the use and eventual disposition of the assets are less than their carrying value, then the asset value may not be fully recoverable, potentially resulting in a write-down of the asset value. Estimates of future cash flows are based on expected market conditions over the remaining useful life of the primary asset(s). Accordingly, assumptions are made about pricing, volume and asset-resale values. Actual results may differ from these assumptions. We believe the amounts recorded in the accompanying consolidated financial statements for property, plant and equipment are recoverable and are not impaired as of December 31, 2018.

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Intangible assets with finite lives are amortized using the straight-line method over their estimated useful life, which is determined by identifying the period over which most of the cash flows are expected to be generated. Additionally, intangible assets, both finite and indefinite lived, are assessed for impairment at least annually, as of October 1, or whenever events or circumstances indicate the carrying amount may not be recoverable. For finite-lived intangible assets, if the undiscounted cash flows attributable to the assets are less than their carrying value, then the asset value may not be fully recoverable, potentially resulting in a write-down of the asset value. For indefinite-lived intangible assets, if the discounted cash flows attributable to the assets are less than their carrying value, then the asset value may not be fully recoverable, potentially resulting in a write-down of the asset value. In assessing recoverability, we make assumptions regarding estimated future cash flows and discount rates. If these estimates or related assumptions change in the future, we may be required to record an impairment charge. Also, if the estimate of an intangible asset’s remaining useful life changes, we will amortize the remaining carrying value of the intangible asset prospectively over the revised remaining useful life. We believe the amounts recorded in the accompanying consolidated financial statements for intangible assets are recoverable and are not impaired as of December 31, 2018, based on information known to date.

Assets of discontinued operations are reported at the lower of their carrying value or fair value less costs to sell. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Consideration is given to market comparables, asset valuations and asking price. If the amount received is less than the estimated fair value, then an additional loss will be recorded. If the amount received is more than the fair value estimated, then a gain will be recognized. We believe the amounts recorded in the accompanying consolidated financial statements for assets of discontinued operations are recoverable as of December 31, 2018.

Accounting for pension and other postretirement benefits involves estimating the cost of benefits to be provided well into the future and attributing that cost over the time period each employee works. To accomplish this, input from our actuaries is evaluated and extensive use is made of assumptions about inflation, long-term rate of return on plan assets, longevity, employee turnover and discount rates. The curtailment of certain defined benefit plans and the amendment of various other postretirement benefit plans has helped to mitigate the volatility in net periodic pension and other postretirement benefit costs resulting from changes in these assumptions.

The expected long-term rate of return on plan assets is an estimate of average rates of earnings expected to be earned on funds invested or to be invested to provide for the benefits included in the projected benefit obligation. Since these benefits will be paid over many years, the expected long-term rate of return is reflective of current investment returns and investment returns over a longer period. Also, consideration is given to target and actual asset allocations, inflation and real risk-free return. We believe the expected long-term rate of return ranging between 6.95% and 7.50% for our domestic plans and 4.65% for our UES-UK plan to be reasonable. Actual returns on plan assets for 2018 approximated (2.50%) for our domestic plans and (4.59%) for our UES-UK plan. Because of deteriorating conditions in the global financial markets during the year, we do not believe current returns to be indicative of future investment returns. The remaining foreign plans are not funded, and the obligations are not significant.

The discount rates used in determining future pension obligations and other postretirement benefits for each of our plans are based on rates of return for high-quality fixed-income investments currently available and expected to be available during the period to maturity of the pension and other postretirement benefits. High-quality fixed-income investments are defined as those investments which have received one of the two highest ratings given by a recognized rating agency with maturities of 10+ years. We believe the assumed discount rates ranging between 4.23% and 4.34% for our domestic plans, 4.09% and 4.33% for our other postretirement benefits plans and 3.00% for our foreign plans as of December 31, 2018, to be reasonable.

We believe that the amounts recorded in the accompanying consolidated financial statements related to pension and other postretirement benefits are based on appropriate assumptions although actual outcomes could differ. A percentage point decrease in the expected long-term rate of return would increase annual pension expense by approximately $2,400. A 1/4 percentage point decrease in the discount rate would increase projected and accumulated benefit obligations by approximately $8,300. Conversely, a percentage point increase in the expected long-term rate of return would decrease annual pension expense by approximately $2,400, and a 1/4 percentage point increase in the discount rate would decrease projected and accumulated benefit obligations by approximately $8,300.

Litigation and loss contingency accruals are made when it is determined that it is probable that a liability has been incurred and the amount can be reasonably estimated. Specifically, we and certain of our subsidiaries are involved in various claims and lawsuits incidental to their businesses. In addition, claims have been asserted, principally against Air & Liquid, alleging personal injury from exposure to asbestos-containing components historically used in some products manufactured by certain companies which now operate as divisions of Air & Liquid. To assist us in determining whether an estimate could be made of the potential liability for pending and unasserted future claims for Asbestos Liability along with applicable insurance coverage, and the amounts of any estimates, we hire a nationally recognized asbestos-liability expert and insurance consultant. Based on their analyses, reserves for probable and reasonably

15

estimable costs for the Asbestos Liability, including defense costs, and receivables for the insurance recoveries that are deemed probable are established. These amounts rely on assumptions which are based on currently known facts and strategy.

In 2018, we undertook a review of Asbestos Liability claims, defense costs and the likelihood for insurance recoveries. We extended our estimate of the Asbestos Liability, including the costs of settlement and defense costs relating to currently pending claims and future claims projected to be filed against us through 2052, the estimated final date by which we expect to have settled all asbestos-related claims. Key variables in these assumptions, including our ability to reasonably estimate Asbestos Liability through the expected final date by which we expect to have settled all asbestos-related claims, are summarized in Note 18 to the Consolidated Financial Statements. Key assumptions include the number and type of new claims to be filed each year, the average cost of disposing of each new claim, average annual defense costs, and the solvency risk with respect to the relevant insurance carriers. Other factors that may affect the Asbestos Liability and our ability to recover under our 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. Actual expenses or insurance recoveries could be significantly higher or lower than those recorded if assumptions used in the calculations vary significantly from actual results.

We intend to evaluate the 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 incurrence of future charges or credits; however, we are currently unable to estimate such future changes. Adjustments, if any, to our estimate of recorded Asbestos Liability and/or insurance receivables could be material to our operating results for the periods in which the adjustments to the liability or receivable are recorded, and to our liquidity and consolidated financial position when such liabilities are paid.

Accounting for income taxes includes our evaluation of the underlying accounts, permanent and temporary differences, our tax filing positions and interpretations of existing tax law. A valuation allowance is recorded against deferred income tax assets to reduce them to the amount that is “more likely than not” to be realized. In doing so, assumptions are made about the future profitability of our operations and the nature of that profitability. Actual results may differ from these assumptions. If we determined we would not be able to realize all or part of the deferred income tax assets in the future, an adjustment to the valuation allowance would be established resulting in a charge to net income (loss). Likewise, if we determined we would be able to realize deferred income tax assets in excess of the net amount recorded, we would release a portion of the existing valuation allowance resulting in a credit to net income (loss). As of December 31, 2018, the valuation allowance approximates $33,881 reducing our deferred income tax assets, net of deferred income tax liabilities, to $3,024, an amount we believe is “more likely than not” to be realized.

We do not recognize a tax benefit in the financial statements related to a tax position taken or expected to be taken in a tax return unless it is “more likely than not” that the tax authorities will sustain the tax position solely on the basis of the position’s technical merits. Consideration is given primarily to legislation and statutes, legislative intent, regulations, rulings and case law as well as their applicability to the facts and circumstances of the tax position when assessing the sustainability of the tax position. In the event a tax position no longer meets the “more likely than not” criteria, we would reverse the tax benefit by recognizing a liability and recording a charge to earnings. Conversely, if we subsequently determined that a tax position meets the “more likely than not” criteria, we would recognize the tax benefit by reducing the liability and recording a credit to earnings. As of December 31, 2018, based on information known to date, we believe the amount of unrecognized tax benefits for tax positions taken or expected to be taken in a tax return which may be challenged by the tax authorities not to be significant.

See Note 19 to the Consolidated Financial Statements.

RECENTLY IMPLEMENTED and ISSUED ACCOUNTING PRONOUNCEMENTS

See Note 1 to the Consolidated Financial Statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CONSOLIDATED BALANCE SHEETS

	December 31,
(in thousands, except par value)	2018			2017
Assets
Current assets:
Cash and cash equivalents	$	19,713		$	18,656
Receivables, less allowance for doubtful accounts of $978 in 2018 and $962 in 2017		69,448			81,462
Inventories		94,196			93,452
Insurance receivable – asbestos		17,000			13,000
Other current assets		7,271			11,319
Current assets of discontinued operations		20,238			22,358
Total current assets		227,866			240,247
Property, plant and equipment, net		185,661			204,133
Insurance receivable – asbestos		135,508			87,342
Deferred income tax assets		3,188			1,590
Intangible assets, net		9,225			11,021
Investments in joint ventures		2,175			2,175
Other noncurrent assets		7,496			7,659
Noncurrent assets of discontinued operations		0			11,432
Total assets	$	571,119		$	565,599
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	38,900		$	35,443
Accrued payrolls and employee benefits		20,380			22,328
Debt – current portion		45,728			19,335
Asbestos liability – current portion		24,000			18,000
Other current liabilities		28,987			36,441
Current liabilities of discontinued operations		9,458			13,124
Total current liabilities		167,453			144,671
Employee benefit obligations		72,658			79,750
Asbestos liability		203,922			131,750
Deferred income tax liabilities		164			433
Long-term debt		31,881			46,818
Other noncurrent liabilities		2,072			416
Total liabilities		478,150			403,838
Commitments and contingent liabilities (Note 10)
Shareholders’ equity:
Common stock – par value $1; authorized 20,000 shares; issued and    outstanding 12,495 shares in 2018 and 12,361 shares in 2017		12,495			12,361
Additional paid-in capital		154,889			152,992
Retained (deficit) earnings		(30,355	)		38,348
Accumulated other comprehensive loss		(49,434	)		(44,760	)
Total Ampco-Pittsburgh shareholders’ equity		87,595			158,941
Noncontrolling interest		5,374			2,820
Total shareholders’ equity		92,969			161,761
Total liabilities and shareholders’ equity	$	571,119		$	565,599

See Notes to Consolidated Financial Statements.

17

CONSOLIDATED STATEMENTS OF OPERATIONS

	For The Year Ended December 31,
(in thousands, except per share amounts)	2018			2017
Net sales	$	419,432		$	385,155
Operating costs and expenses:
Costs of products sold (excluding depreciation and amortization)		351,839			316,983
Selling and administrative		58,068			60,164
Depreciation and amortization		21,379			21,376
Charge for asbestos litigation		32,910			0
Loss on disposal of assets		128			401
		464,324			398,924
Loss from continuing operations		(44,892	)		(13,769	)
Other income (expense):
Investment-related income		533			133
Interest expense		(4,130	)		(3,085	)
Other – net		4,682			(721	)
		1,085			(3,673	)
Loss from continuing operations before income taxes and gain on sale of joint venture		(43,807	)		(17,442	)
Income tax (provision) benefit		(268	)		1,355
Gain on sale of joint venture		500			1,036
Net loss from continuing operations		(43,575	)		(15,051	)
(Loss) income from discontinued operations, net of tax		(23,901	)		3,749
Net loss		(67,476	)		(11,302	)
Less: Net income attributable to noncontrolling interest		1,859			787
Net loss attributable to Ampco-Pittsburgh	$	(69,335	)	$	(12,089	)
Net loss from continuing operations per common share:
Basic	$	(3.50	)	$	(1.22	)
Diluted	$	(3.50	)	$	(1.22	)
(Loss) income from discontinued operations per common share:
Basic	$	(1.92	)	$	0.30
Diluted	$	(1.92	)	$	0.30
Net loss per common share attributable to Ampco-Pittsburgh:
Basic	$	(5.57	)	$	(0.98	)
Diluted	$	(5.57	)	$	(0.98	)
Weighted average number of common shares outstanding:
Basic		12,448			12,330
Diluted		12,448			12,330

See Notes to Consolidated Financial Statements.

18

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

	For The Year Ended December 31,
(in thousands)	2018			2017
Net loss	$	(67,476	)	$	(11,302	)
Other comprehensive (loss) income, net of income tax where applicable:
Adjustments for changes in:
Foreign exchange translation		(6,710	)		11,041
Unrecognized employee benefit costs (including effects of foreign    currency translation)		3,205			7,299
Unrealized holding gains on marketable securities		0			602
Fair value of cash flow hedges		(713	)		804
Reclassification adjustments for items included in net loss:
Amortization of unrecognized employee benefit costs		89			3,283
Realized gains from sale of marketable securities		0			(29	)
Realized gains from settlement of cash flow hedges		(90	)		(670	)
Other comprehensive (loss) income		(4,219	)		22,330
Comprehensive (loss) income		(71,695	)		11,028
Less: Comprehensive income attributable to noncontrolling interest		1,682			904
Comprehensive (loss) income attributable to Ampco-Pittsburgh	$	(73,377	)	$	10,124

See Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in thousands, except per share amounts)	Common Stock		Additional Paid-in Capital		Retained Earnings (Deficit)			Accumulated Other Comprehensive Loss			Noncontrolling Interest			Total
Balance January 1, 2017	$	12,271	$	151,089	$	45,443		$	(60,885	)	$	1,916		$	149,834
Stock-based compensation				1,555											1,555
Comprehensive income:
Net (loss) income						(12,089	)					787			(11,302	)
Other comprehensive income									22,213			117			22,330
Comprehensive income												904			11,028
Impact from adoption of ASU 2018-02 (Note 1)						6,088			(6,088	)					0
Issuance of common stock including excess tax    benefits of $0		90		348											438
Cash dividends ($0.09 per share)						(1,094	)								(1,094	)
Balance December 31, 2017		12,361		152,992		38,348			(44,760	)		2,820			161,761
Impact from adoption of ASU 2016-01 (Note 1)						632			(632	)					0
Balance January 1, 2018, adjusted		12,361		152,992		38,980			(45,392	)		2,820			161,761
Stock-based compensation				1,539											1,539
Debt-to-equity conversion (Note 8)												872			872
Comprehensive (loss) income:
Net (loss) income						(69,335	)					1,859			(67,476	)
Other comprehensive loss									(4,042	)		(177	)		(4,219	)
Comprehensive income (loss)												1,682			(71,695	)
Issuance of common stock including excess tax    benefits of $0		134		358											492
Balance December 31, 2018	$	12,495	$	154,889	$	(30,355	)	$	(49,434	)	$	5,374		$	92,969

See Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS

	For The Year Ended December  31,
(in thousands)	2018			2017
Cash flows from operating activities:
Net loss	$	(67,476	)	$	(11,302	)
(Loss) income from discontinued operations, net of tax		(23,901	)		3,749
Net loss from continuing operations		(43,575	)		(15,051	)
Adjustments to reconcile net loss from continuing operations to net cash flows from operating activities:
Depreciation and amortization		21,379			21,376
Charge for asbestos litigation		32,910			0
Deferred income tax (benefit) provision		(1,810	)		3,177
Difference between pension and other postretirement expense and contributions		(6,145	)		(1,857	)
Stock-based compensation		2,115			2,400
Gain on sale of joint venture		(500	)		(1,036	)
Provisions for bad debts and inventories		105			60
Provision for warranties net of settlements		(1,505	)		(654	)
Loss on disposal of assets		128			401
Non-cash settlement with third party		(2,425	)		0
Other – net		593			1,569
Changes in assets/liabilities:
Receivables		8,918			(13,172	)
Inventories		(5,402	)		(13,835	)
Other assets, including insurance receivable – asbestos		21,298			19,952
Accounts payable		5,217			1,174
Accrued payrolls and employee benefits		1,458			941
Other liabilities, including asbestos liability		(26,049	)		(24,492	)
Net cash flows provided by (used in) operating activities - continuing operations		6,710			(19,047	)
Cash flows from investing activities:
Purchases of property, plant and equipment		(9,719	)		(13,011	)
Proceeds from sale of property, plant and equipment		605			0
Proceeds from sale of Vertical Seal		7,200			0
Proceeds from sale of investment in joint venture		500			1,500
Purchases of long-term marketable securities		(113	)		(109	)
Proceeds from sale of long-term marketable securities		307			327
Net cash flows used in investing activities - continuing operations		(1,220	)		(11,293	)
Cash flows from financing activities:
Proceeds from Revolving Credit and Security Agreement		31,471			25,349
Payments on Revolving Credit and Security Agreement		(37,500	)		(5,000	)
Proceeds from sale and leaseback financing transaction		19,000			0
Repayment of debt		(1,213	)		(556	)
Debt issuance costs		(477	)		0
Dividends paid		(35	)		(2,236	)
Funding of discontinued operations		(14,667	)		(8,632	)
Net cash flows (used in) provided by financing activities - continuing operations		(3,421	)		8,925
Effect of exchange rate changes on cash and cash equivalents		(1,012	)		1,492
Cash flows from discontinued operations:
Net cash flows (used in) provided by operating activities - discontinued operations		(13,434	)		3,208
Net cash flows used in investing activities - discontinued operations		(2,153	)		(1,888	)
Net cash flows provided by financing activities - discontinued operations		14,667			724
Net cash flows (used in) provided by discontinued operations		(920	)		2,044
Net increase (decrease) in cash and cash equivalents		137			(17,879	)
Cash and cash equivalents at beginning of year		20,700			38,579
Cash and cash equivalents at end of year		20,837			20,700
Less:  cash and cash equivalents of discontinued operations		(1,124	)		(2,044	)
Cash and cash equivalents of continuing operations at end of year	$	19,713		$	18,656
Supplemental disclosures of cash flow information:
Income tax payments	$	1,419		$	844
Interest payments		1,953			1,283
Non-cash investing activities:
Purchases of property, plant and equipment in accounts payable	$	774		$	1,068
Non-cash financing activities:
Conversion of minority shareholder loan to equity (Note 8)	$	872		$	0

See Notes to Consolidated Financial Statements.

21

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

Description of Business

Ampco-Pittsburgh Corporation and its subsidiaries (the “Corporation”) manufacture and sell highly engineered, high-performance specialty metal products and customized equipment utilized by industry throughout the world. It operates in two business segments, the Forged and Cast Engineered Products segment and the Air and Liquid Processing segment.

The Forged and Cast Engineered Products segment produces forged hardened steel rolls, cast rolls, open-die forged products, and specialty steel ingot and cast billet products. Forged hardened steel rolls are used mainly in rolling mills by producers of steel, aluminum and other metals. Cast rolls, which are produced in a variety of iron and steel qualities, are used mainly in hot and cold strip mills, medium/heavy section mills and plate mills. Ingot and forged engineered products are used in the oil and gas industry and the aluminum and plastic extrusion industries. Specialty steel ingot and cast billet products are used primarily by the open-die industry and downstream rolled-steel producers. The segment has operations in the United States, England, Sweden, Slovenia, Canada and an equity interest in three joint venture companies in China. Collectively, the segment primarily competes with European, Asian and North and South American companies in both domestic and foreign markets and distributes a significant portion of its products through sales offices located throughout the world.

The Air and Liquid Processing segment includes Aerofin, Buffalo Air Handling and Buffalo Pumps, all divisions of Air & Liquid Systems Corporation (“Air & Liquid”), a wholly owned subsidiary of the Corporation. Aerofin produces custom-engineered finned tube heat exchange coils and related heat transfer products for a variety of industries including OEM/commercial, nuclear power generation and industrial process. Buffalo Air Handling produces large custom-designed air handling systems for institutional (e.g., hospital, university), pharmaceutical and general industrial building markets. Buffalo Pumps manufactures centrifugal pumps for the fossil-fueled power generation, marine defense and industrial refrigeration industries. The segment has operations in Virginia and New York with headquarters in Carnegie, Pennsylvania. The segment distributes a significant portion of its products through a common independent group of sales offices located throughout the United States and Canada.

Discontinued Operations

In October 2018, the Board of Directors of the Corporation approved the sale of ASW Steel Inc. (“ASW”). ASW is a specialty steel producer based in Canada and is part of the Forged and Cast Engineered Products segment. The sale of ASW represents a strategic shift that will have a major impact on the Corporation’s results of operations and has been accounted for as a discontinued operation. See Note 2.

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The Corporation’s accounting policies conform to accounting principles generally accepted in the United States of America. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to estimates and assumptions include assessing the carrying value of long-lived assets including intangibles and assets of discontinued operations held for sale, valuing the assets and obligations related to employee benefit plans, accounting for loss contingencies associated with claims and lawsuits, and accounting for income taxes. Actual results could differ from those estimates. A summary of the significant accounting policies followed by the Corporation is presented below.

Basis of Presentation

The financial information included herein reflects the consolidated financial position of the Corporation as of December 31, 2018, and 2017, and the consolidated results of its operations and cash flows for the years then ended. The Corporation has presented the assets and liabilities of ASW and its operating results and cash flows as discontinued operations in the accompanying financial statements as of and for the year ended December 31, 2018, and 2017. All footnotes exclude balances and activity of ASW unless otherwise noted. Additionally, certain prior year balances in the accompanying consolidated statement of operations and segment information for the year ended December 31 2017, have been recast to conform to the current year presentation for the adoption of Accounting Standards Update (“ASU”) 2018-14, Changes to the Disclosure Requirements for Defined Benefit Plans.

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Consolidation

The accompanying consolidated financial statements include the assets, liabilities, revenues and expenses of all majority owned subsidiaries and joint ventures over which the Corporation exercises control and, when applicable, entities for which the Corporation has a controlling financial interest or is the primary beneficiary. Investments in joint ventures where the Corporation owns 20% to 50% of the voting stock and has the ability to exercise significant influence over the operating and financial policies of the joint venture are accounted for using the equity method of accounting. Investments in joint ventures where the Corporation does not have the ability to exercise significant influence over the operating and financial policies of the joint venture are accounted for using the cost method of accounting. Investments in joint ventures are reviewed for impairment whenever events or circumstances indicate the carrying amount of the investment may not be recoverable. If the estimated fair value of the investment is less than the carrying amount and such decline is determined to be “other than temporary,” then the investment may not be fully recoverable potentially resulting in a write-down of the investment value. Intercompany accounts and transactions are eliminated.

Cash and Cash Equivalents

Securities with purchased original maturities of three months or less are considered to be cash equivalents. The Corporation maintains cash and cash equivalents at various financial institutions which may exceed federally insured amounts.

Inventories

Inventories are valued at the lower of cost and net realizable value, which is defined as the estimated selling price in the ordinary course of business less reasonably predictable costs of completion, disposal and transportation. Cost includes the cost of raw materials, direct labor and overhead for those items manufactured but not yet sold or for which control has not yet transferred to the customer. Fixed production overhead is allocated to inventories based on normal capacity of the production facilities. In periods of abnormally high production, the amount of fixed overhead allocated to each unit of production is decreased so that inventories are not measured above cost. The amount of fixed overhead allocated to inventories is not increased as a consequence of abnormally low production or plant idling. Costs for abnormal amounts of spoilage, handling costs and freight costs are charged to expense when incurred. Cost of domestic raw materials, work-in-process and finished goods inventories is primarily determined by the last-in, first-out (LIFO) method. Cost of domestic supplies and foreign inventories is determined primarily by the first-in, first-out (FIFO) method.

Property, Plant and Equipment

Property, plant and equipment purchased new is recorded at cost with depreciation computed using the straight-line method over the following estimated useful lives: land improvements – 15 to 20 years, buildings – 25 to 50 years and machinery and equipment – 3 to 25 years. Property, plant and equipment acquired as part of a business combination is recorded at its estimated fair value with depreciation computed using the straight-line method over the estimated remaining useful lives based in part on third-party valuations. Expenditures that extend economic useful lives are capitalized. Routine maintenance is charged to expense. Gains or losses are recognized on retirements or disposals. Property, plant and equipment are reviewed for impairment at least annually, as of October 1, or whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. If the undiscounted cash flows generated from the use and eventual disposition of the assets are less than their carrying value, then the asset value may not be fully recoverable potentially resulting in a write-down of the asset value. Estimates of future cash flows are based on expected market conditions over the remaining useful life of the primary asset(s). In addition, the remaining depreciation period for the impaired asset would be reassessed and, if necessary, revised. Proceeds from government grants are recorded as a reduction in the purchase price of the underlying assets and amortized against depreciation over the lives of the related assets.

Intangible Assets

Intangible assets primarily consist of developed technology, customer relationships and trade name. Intangible assets with finite lives are amortized using the straight-line method over their estimated useful life, which is determined by identifying the period over which most of the cash flows are expected to be generated. Additionally, intangible assets, both finite and indefinite lived, are reviewed for impairment at least annually, as of October 1, or whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. For finite-lived intangible assets, if the undiscounted cash flows attributable to the assets are less than their carrying value, then the asset value may not be fully recoverable, potentially resulting in a write-down of the asset value. For indefinite-lived intangible assets, if the discounted cash flows attributable to the assets are less than their carrying value, then the asset value may not be fully recoverable, potentially resulting in a write-down of the asset value. Also, if the estimate of an intangible asset’s remaining useful life changes, the remaining carrying value of the intangible asset will be amortized prospectively over the revised remaining useful life.

23

Assets of Discontinued Operations Held for Sale

Assets are classified as “held for sale” when all of the following criteria for a plan of sale have been met: (1) management, having the authority to approve the action, commits to a plan to sell the assets; (2) the assets are available for immediate sale, in their present condition, subject only to terms that are usual and customary for sales of such assets; (3) an active program to locate a buyer and other actions required to complete the plan to sell the assets have been initiated; (4) the sale of the assets is probable and is expected to be completed within one year; (5) the assets are being actively marketed for a price that is reasonable in relation to their current fair value; and (6) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or the plan will be withdrawn. When all of these criteria have been met, the assets are classified as “held for sale” in the accompanying consolidated balance sheet. Assets classified as “held for sale” are reported at the lower of their carrying value or fair value less costs to sell. Depreciation of assets ceases upon designation as “held for sale”.

Debt Issuance Costs

Debt issuance costs are amortized as interest expense over the scheduled maturity period of the debt. The costs related to the line-of-credit arrangement are amortized over the term of the arrangement, regardless of whether there are any outstanding borrowings. Unamortized debt issuance costs are either recognized as a direct deduction from the carrying amount of the related debt or, if related to a line-of-credit facility, as an other noncurrent asset on the consolidated balance sheet.

Product Warranty

A warranty that ensures basic functionality is an assurance type warranty. A warranty that goes beyond ensuring basic functionality is considered a service type warranty. The Corporation provides assurance type warranties; it does not provide service type warranties. Provisions for assurance type warranties are recognized at the time the underlying sale is recorded. The provision is based on historical experience as a percentage of sales adjusted for potential claims when a liability is probable and for known claims.

Employee Benefit Plans

Funded Status

If the fair value of the plan assets exceeds the projected benefit obligation, the over-funded projected benefit obligation is recognized as an asset (prepaid pensions within other noncurrent assets) on the consolidated balance sheet. Conversely, if the projected benefit obligation exceeds the fair value of the plan assets, the under-funded projected benefit obligation is recognized as a liability (employee benefit obligations) on the consolidated balance sheet. Gains and losses arising from the difference between actuarial assumptions and actual experience and unamortized prior service costs are recorded as a separate component of accumulated other comprehensive loss.

Net Periodic Pension and Other Postretirement Costs

Net periodic pension and other postretirement costs includes service cost, interest cost, expected rate of return on the market-related value of plan assets, amortization of prior service costs, and recognized actuarial gains or losses. When actuarial gains or losses exceed 10% of the greater of the projected benefit obligation or the market-related value of plan assets, they are amortized to net periodic pension and other postretirement costs over the average remaining service period of the employees expected to receive benefits under the plan or over the remaining life expectancy of the employees expected to receive benefits if “all or almost all” of the plan’s participants are inactive. When actuarial gains or losses are less than 10% of the greater of the projected benefit obligation or the market-related value of plan assets, they are included in net periodic pension and other postretirement costs indirectly as a result of lower/higher interest costs arising from a decrease/increase in the projected benefit obligation. The market-related value of plan assets is determined using a five-year moving average which recognizes gains or losses in the fair market value of assets at the rate of 20% per year.

Other Comprehensive Income (Loss)

Other comprehensive income (loss) includes changes in assets and liabilities from non-owner sources including foreign currency translation adjustments, unamortized prior service costs and unrecognized actuarial gains and losses associated with employee benefit plans, changes in the fair value of derivatives designated and effective as cash flow hedges, and, through December 31, 2017, unrealized holding gains and losses on securities designated as available for sale. Effective January 1, 2018, the Corporation adopted the provisions of ASU 2016-01, Recognition and Measurement of Financial Assets and Liabilities, which requires changes in unrealized holding gains and losses on securities designated as available for sale to be recorded through net income (loss) versus other comprehensive income (loss). The impact of the adoption of ASU 2016-01 is summarized under Recently Implemented Accounting Pronouncements in Note 1.

24

Certain components of other comprehensive income (loss) are presented net of income tax. Foreign currency translation adjustments exclude the effect of income tax since earnings of non-U.S. subsidiaries are deemed to be reinvested for an indefinite period of time.

Reclassification adjustments are amounts which are realized during the year and, accordingly, are deducted from other comprehensive income (loss) in the period in which they are included in net income (loss) or when a transaction no longer qualifies as a cash flow hedge. Foreign currency translation adjustments are included in net income (loss) upon sale or upon complete or substantially complete liquidation of an investment in a foreign entity. With respect to employee benefit plans, unamortized prior service costs are included in net income (loss), either immediately upon curtailment of the employee benefit plan or over the average remaining service period or life expectancy of the employees expected to receive benefits, and unrecognized actuarial gains and losses are included in net income (loss) indirectly as a result of lower/higher interest costs arising from a decrease/increase in the projected benefit obligation. Prior to the adoption of ASU 2016-01, unrealized holding gains and losses on securities were included in net income (loss) when the underlying security was sold. Changes in the fair value of derivatives are included in net income (loss) when the projected sale occurs or, if a foreign currency purchase contract, over the estimated useful life of the underlying asset.

Foreign Currency Translation

Assets and liabilities of the Corporation’s foreign operations are translated at year-end exchange rates and the statements of operations are translated at the average exchange rates for the year. Gains or losses resulting from translating foreign currency financial statements are accumulated as a separate component of accumulated other comprehensive loss until the entity is sold or substantially liquidated.

Revenue Recognition

Revenue from sales is recognized when persuasive evidence of an arrangement exists, the sales price is fixed or determinable, collectability is reasonably assured, and control of the product has transferred to the customer. Persuasive evidence of an arrangement identifies the final understanding between the parties as to the specific nature and terms of the agreed-upon transaction that creates enforceable obligations. It can be in the form of an executed purchase order from the customer, combined with an order acknowledgment from the Corporation, a sales agreement or longer-term supply agreement between the customer and the Corporation, or a similar arrangement deemed to be normal and customary business practice for that particular customer or class of customer (collectively, a sales agreement). Sales agreements typically include a single performance obligation for the manufacturing of product which is satisfied upon transfer of control of the product to the customer.

The sales price required to be paid by the customer is fixed or determinable from the sales agreement. It is not subject to refund or adjustment, except for a variable-index surcharge provision which is known at the time of shipment and increases or decreases, as applicable, the selling price of a mill roll for corresponding changes in the published index cost of certain raw materials. The variable-index surcharge is recognized as revenue when the corresponding revenue for the inventory is recognized.

Likelihood of collectability is assessed prior to acceptance of an order. In certain circumstances, the Corporation may require a deposit from the customer, a letter of credit, or another form of assurance for payment. An allowance for doubtful accounts is maintained based on historical experience. Payment terms are standard to the industry and generally require payment 30 days after control transfers to the customer.

Transfer of control is assessed based on alternative use of the product manufactured and, under the terms of the sales agreement, an enforceable right to payment for performance to date. Transfer of control, and therefore revenue recognition, occurs when title, ownership and risk of loss pass to the customer. Typically, this occurs when the product is shipped to the customer (i.e., FOB shipping point), delivered to the customer (i.e., FOB destination), or, for foreign sales, in accordance with trading guidelines known as Incoterms. Incoterms are standard trade definitions used in international contracts and are developed, maintained and promoted by the ICC Commission on Commercial Law and Practice. Shipping terms vary across the businesses and typically depend on the product, country of origin and type of transportation (truck or vessel). There are no customer-acceptance provisions other than customer inspection and testing prior to shipment. Post-shipment obligations are insignificant.

Amounts billed to the customer for shipping and handling are recorded within net sales and the related costs are recorded within costs of products sold (excluding depreciation and amortization). Amounts billed for taxes assessed by various government authorities (e.g., sales tax, value-added tax, etc.) are excluded from the determination of net income (loss) and instead are recorded as a liability until remitted to the government authority.

25

Stock-Based Compensation

Stock-based compensation, such as stock options, restricted stock units and performance shares, is recognized over the vesting period based upon the fair value of the award at the date of grant. For stock options, the fair value is determined by the Black Scholes option pricing model and is expensed over the vesting period of three years. For restricted stock units, the fair value is equal to the closing price of the Corporation’s common stock on the New York Stock Exchange (“NYSE”) on the date of grant and is expensed over the vesting period, typically three years. For performance share awards that vest subject to a performance condition, the fair value is equal to the closing price of the Corporation’s stock on the NYSE on the date of grant. For performance share awards that vest subject to a market condition, fair value is determined using a Monte Carlo simulation model. The fair value of performance share awards is expensed over the performance period when it is probable that the performance condition will be achieved.

Derivative Instruments

Derivative instruments which include forward exchange (for foreign currency sales and purchases) and futures contracts are recorded on the consolidated balance sheet as either an asset or a liability measured at their fair value. The accounting for changes in the fair value of a derivative depends on the use of the derivative. To the extent that a derivative is designated and effective as a cash flow hedge of an exposure to future changes in value, the change in the fair value of the derivative is deferred in accumulated other comprehensive 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 sale, the foreign currency sales contract 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 loss is reclassified to earnings (net sales) with subsequent changes in fair value recorded as a component of earnings (other income/expense). Upon occurrence of the anticipated purchase, the foreign currency purchase contract is settled and the change in fair value deferred in accumulated other comprehensive loss is reclassified to earnings (depreciation and amortization expense) over the life of the underlying assets. Upon settlement of a futures contract, the change in fair value deferred in accumulated other comprehensive loss is reclassified to earnings (costs of products sold, excluding depreciation and amortization) when the corresponding inventory is sold and revenue is recognized. 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 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). Cash flows associated with the derivative instruments are recorded as a component of operating activities on the consolidated statement of cash flows.

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

Fair Value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. A hierarchy of inputs is used to determine fair value measurements with three levels. Level 1 inputs are quoted prices in active markets for identical assets or liabilities and are considered the most reliable evidence of fair value. Level 2 inputs are observable prices that are not quoted on active exchanges. Level 3 inputs are unobservable inputs used for measuring the fair value of assets or liabilities.

Legal Costs

Legal costs expected to be incurred in connection with loss contingencies are accrued when such costs are probable and estimable.

Income Taxes

Income taxes are recognized during the year in which transactions enter into the determination of financial statement income. Deferred income tax assets and liabilities are recognized for the future tax consequences of temporary differences between the book carrying amount and the tax basis of assets and liabilities including net operating loss carryforwards. A valuation allowance is provided against a deferred income tax asset when it is “more likely than not” the asset will not be realized. Similarly, if a determination is made that it is “more likely than not” the deferred income tax asset will be realized, the related valuation allowance would be reduced and a benefit to earnings would be recorded. Penalties and interest are recognized as a component of the income tax provision.

In January 2018, the Financial Accounting Standards Board (the “FASB”) released guidance on the accounting for tax on the global intangible low-taxed income (“GILTI”) provisions of the Tax Cuts and Jobs Act (the “Tax Reform”). The GILTI provisions impose a

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tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. Any taxes on GILTI inclusions are accounted for as period costs.

Tax benefits are recognized in the financial statements for tax positions taken or expected to be taken in a tax return when it is “more likely than not” that the tax authorities will sustain the tax position solely on the basis of the position’s technical merits. Consideration is given primarily to legislation and statutes, legislative intent, regulations, rulings and case law as well as their applicability to the facts and circumstances of the tax position when assessing the sustainability of the tax position. In the event a tax position no longer meets the “more likely than not” criteria, the tax benefit is reversed by recognizing a liability and recording a charge to earnings. Conversely, if a tax position subsequently meets the “more likely than not” criteria, a tax benefit would be recognized by reducing the liability and recording a credit to earnings.

Earnings Per Common Share

Basic earnings per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The computation of diluted earnings per common share is similar to basic earnings per common share except that the denominator is increased to include the dilutive effect of the net additional common shares that would have been outstanding assuming exercise of outstanding stock awards, calculated using the treasury stock method. The computation of diluted earnings per share would not assume the exercise of an outstanding stock award if the effect on earnings per common share would be antidilutive. Similarly, the computation of diluted earnings per share would not assume the exercise of outstanding stock awards if the Corporation incurred a net loss since the effect on earnings per common share would be antidilutive. The weighted average number of common shares outstanding assuming exercise of dilutive stock awards was 12,447,919 for 2018, and 12,330,401 for 2017. Weighted-average outstanding stock awards excluded from the diluted earnings per common share calculation, since the effect would have been antidilutive, were 904,086 for 2018, and 1,013,008 for 2017.

Recently Implemented Accounting Pronouncements

In August 2018,the FASB issued ASU 2018-14, Changes to the Disclosure Requirements for Defined Benefit Plans, which modifies the disclosure requirements for defined benefit and other postretirement plans. The amended guidance eliminates certain disclosures associated with accumulated other comprehensive income (loss), plan assets, related parties, and the effects of interest rate basis point changes on assumed health care costs. Additionally, new disclosure requirements have been added to address significant gains and losses related to changes in benefit obligations. The guidance becomes effective for interim and annual periods beginning after December 15, 2020; however, early adoption is permitted. All amendments are required to be adopted on a retrospective basis for all periods presented. The Corporation adopted the provisions of ASU 2018-14 in its 2018 accounts (see Note 9). The new guidance did not affect the Corporation’s financial position, operating results or liquidity.

In August 2018, the FASB issued ASU 2018-13, Changes to the Disclosure Requirements for Fair Value Measurement, which requires several changes to the hierarchy associated with Level 1, 2 and 3 fair value measurements and the related disclosure requirements. The guidance becomes effective for interim and annual periods beginning after December 15, 2019; however, early adoption is permitted. The Corporation adopted the provisions of ASU 2018-13 in its 2018 accounts (see Note 13). The new guidance did not affect the Corporation’s financial position, operating results or liquidity.

In January 2018, the FASB issued ASU 2018-02, Income Statement – Reporting Comprehensive Income, which allows for a reclassification from accumulated other comprehensive income (loss) to retained earnings for the stranded tax effects resulting from the Tax Reform. A stranded tax effect is defined as the difference in the tax effect of amounts recognized as other comprehensive income (loss) items, using the income tax rate in effect at the time of recognition and the newly enacted income tax rate. The new guidance is relevant only to the reclassification of the income tax effects of the Tax Reform; accordingly, the underlying guidance that requires the effect of a change in tax laws or rates be included in income is not affected. As a result, $6,088 was reclassified between accumulated other comprehensive loss and retained earnings for the year ended December 31, 2017.

In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting, which provides guidance about which changes to the terms and conditions of a share-based payment award require an entity to apply modification accounting. No awards were modified in 2018; accordingly, the amended guidance did not affect the Corporation’s financial position, operating results or liquidity.

In March 2017, the FASB issued ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires an employer who offers defined benefit and postretirement benefit plans to report the service cost component of net periodic benefit cost in the same line item or items as other compensation costs arising from services rendered by employees during the period. The other components of net periodic benefit cost are required to be presented in the income statement separately from the service cost component and outside the subtotal of income from operations. The amendment also

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permits only the service cost component of net periodic benefit cost to be eligible for capitalization, when applicable. The amended guidance does not change the amount of net periodic benefit cost to be recognized, only where it is to be recognized in the income statement. The amended guidance became effective for the Corporation on January 1, 2018, and was applied retrospectively for the presentation of the service cost component and the other components of net periodic pension and other postretirement costs in the income statement. As permitted by the guidance, the Corporation used the amounts disclosed in its pension and other postretirement benefits footnote (Note 9) as the estimate to apply retrospectively. The Corporation has historically capitalized the service cost component of net periodic benefit cost to inventory, when applicable, and will continue to do so prospectively. The guidance did not affect the Corporation’s liquidity.

The effect of the retrospective guidance on the consolidated statements of operations for the year ended December 31, 2017, was as follows:

	Originally Presented(1)			Reclassification for ASU  2017-07			As Adjusted
Costs of products sold (excluding depreciation and amortization)	$	316,704		$	279		$	316,983
Selling and administrative		59,886			278			60,164
Loss from continuing operations		(13,212	)		(557	)		(13,769	)
Other – net		(1,278	)		557			(721	)
Other income (expense)		(4,230	)		557			(3,673	)
Loss from continuing operations before income taxes and gain on sale of joint    venture		(17,442	)		0			(17,442	)

The effect of the retrospective guidance on the operating results of the segments for the year ended December 31, 2017, was as follows:

	Originally Presented			Reclassification for ASU  2017-07			As Adjusted
Forged and Cast Engineered Products - operating loss(1)	$	(5,669	)	$	(1,218	)	$	(6,887	)
Air and Liquid Processing - operating income		10,427			255			10,682
Corporate costs		(17,970	)		406			(17,564	)

(1) Originally Presented figures have been recast for discontinued operations. See Note 2.

In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments, which clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows. The amended guidance became effective for the Corporation on January 1, 2018, and did not impact the presentation of its cash flow statement, and it did not affect the Corporation’s financial position, operating results or liquidity.

In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Liabilities, which simplifies the accounting and disclosures related to equity investments. ASU 2016-01 requires entities to carry certain investments in equity securities at fair value with changes in fair value recorded through net income (loss) versus other comprehensive income (loss). ASU 2016-01 does not apply to investments that qualify for the equity method of accounting or result in consolidation of the investee. The guidance became effective for the Corporation on January 1, 2018, and as required, was adopted by means of a cumulative-effect adjustment to retained earnings as of the beginning of 2018, as follows:

	Retained Earnings		AccumulatedOther Comprehensive Loss
As of January 1, 2018, as originally presented	$	38,348	$	(44,760	)
Cumulative effect of ASU 2016-01		632		(632	)
As of January 1, 2018, as adjusted	$	38,980	$	(45,392	)

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 and its related amendments outline a single comprehensive model to account for revenue from customer contracts and establish principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from a company’s contracts with customers. In accordance with Topic 606, a company recognizes revenue when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration a company expects to be entitled to receive in exchange for those goods or services. It also requires comprehensive disclosures regarding revenue recognition. The guidance became effective January 1, 2018, and could have been implemented on either a full or modified retrospective basis (cumulative-effect adjustment to

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January 1, 2018 retained earnings). The Corporation adopted the guidance using the modified retrospective approach and by applying it to those contracts that were not completed as of January 1, 2018. There was, however, no cumulative-effect adjustment to the Corporation’s retained earnings as of January 1, 2018, since the new guidance did not change the Corporation’s timing of revenue recognition, which continues to be at a point in time. See Note 14 for the additional disclosures.

In connection with the adoption of Topic 606, as of January 1, 2018, the Corporation elected the following practical expedients:  

• to exclude the effects of a significant financing component from the amount of promised consideration when the Corporation expects, at contract inception, that the period between the Corporation's transfer of a promised product to a customer and the customer’s payment for the product will be one year or less;  

• to exclude any amounts collected from customers for sales and similar taxes from the transaction price;

• to treat incremental costs of obtaining a contract as expense, when incurred, if the amortization period would have been one year or less;

• to account for shipping and handling activities that occur after control of the related good transfers as fulfillment activities instead of assessing such activities as performance obligations;  

• to apply the new revenue standard to a portfolio of contracts (or performance obligations) with similar characteristics if the Corporation reasonably expects that the effects on the financial statements of applying the guidance to the portfolio would not differ materially from applying the guidance to the individual contracts (or performance obligations) within that portfolio; and

• to assess whether promised goods or services are performance obligations only if they are material in the context of the contract with the customer.

Recently Issued Accounting Pronouncements

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging, which amends and simplifies existing guidance to allow companies to present more accurately the economic effects of risk management activities in the financial statements. The amended guidance will be effective for interim and annual periods beginning after December 15, 2018, and is not expected to have a significant effect on the Corporation’s financial position, operating results or liquidity.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize a right-of-use (“ROU”) asset and lease liability for all leases other than those with a term less than one year and to disclose key information about certain leasing arrangements. The lease liability will be equal to the present value of lease payments. A ROU asset will be based on the lease liability adjusted for qualifying initial direct costs. The guidance becomes effective for the Corporation beginning January 1, 2019, and can be implemented on either a full or modified retrospective basis. The Corporation will use the modified retrospective method (a cumulative adjustment to its January 1, 2019 retained earnings); consequently, its comparative period financial statements will continue to be in accordance with the previous lease guidance in ASC Topic 840 “Leases.” ASU 2016-02 also provides an election for a package of practical expedients which permits an entity to not reassess whether any expired or existing contracts contain leases, to carryforward the existing lease classification, and to not reassess initial direct costs associated with existing leases. The Corporation applied these practical expedients as part of its adoption. The Corporation currently expects that the adoption of the guidance will result in an increase to its consolidated assets and liabilities of approximately $5,000–$7,500. It does not expect the new guidance to have a material effect on its results of operations or cash flows at adoption or thereafter.

NOTE 2 – DISCONTINUED OPERATIONS AND DISPOSITION:

In 2016, the Corporation purchased the stock of ASW, a specialty steel producer based in Canada. The acquisition supported the Corporation’s diversification efforts in the open-die forging market. In October 2018, the Board of Directors of the Corporation approved the sale of ASW. Loss of significant U.S. business due to a combination of tariffs imposed by the United States on imports of steel products and loss of a key customer due to a plant closure have resulted in significant losses for the Canadian operation in 2018. While the Corporation will continue to service the open-die forged products market, it will not have a dedicated supply of required specialty steel through a back-end integration of ASW. Additionally, the Corporation will no longer manufacture and supply primary specialty steels to customers in the non-roll opened and closed die forgings and rebar markets and will exit the Canadian market.

Collectively, the sale of ASW represents a strategic shift that will have a major impact on the Corporation’s operations and financial results. As of December 31, 2018, the asset held for sale and discontinued operations criteria were met. Accordingly, as set forth in ASC 205, Presentation of Financial Statements, the assets and liabilities of ASW have been presented separately as assets and

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liabilities of discontinued operations in the accompanying consolidated balance sheets as of December 31, 2018, and 2017. The assets and liabilities of ASW are classified as current as of December 31, 2018, because the Corporation expects to complete the sale in 2019. Additionally, the operating results and cash flows of ASW have been presented as discontinued operations,for the current and prior years, in the accompanying consolidated statements of operations and statements of cash flows. Previously, the operating results of ASW were included in the operating results of the Forged and Cast Engineered Products segment.

The assets and liabilities of ASW were as follows as of December 31, 2018, and 2017:

	2018			2017
Cash and cash equivalents	$	1,124		$	2,044
Receivables		6,928			5,161
Inventories		13,764			14,109
Other assets		1,708			1,044
Property, plant and equipment, net		11,714			0
Estimated charge for impairment		(15,000	)		0
Current assets of discontinued operations		20,238			22,358
Property, plant and equipment, net		0			10,847
Other noncurrent assets		0			585
Noncurrent assets of discontinued operations		0			11,432
Total assets of discontinued operations	$	20,238		$	33,790
Accounts payable	$	8,890		$	12,036
Accrued payrolls and employee benefits		178			440
Other current liabilities		390			648
Current liabilities of discontinued operations		9,458			13,124
Total liabilities of discontinued operations	$	9,458		$	13,124

The following table presents the major classes of ASW’s line items constituting the “(loss) income from discontinued operations, net of tax” in the consolidated statements of operations for the years ended December 31:

	2018			2017
Net sales	$	63,740		$	81,283
Costs of products sold (excluding depreciation and amortization)		68,381			75,005
Selling and administrative		2,441			1,424
Depreciation and amortization		1,311			1,011
Gain on disposal of assets		(153	)		0
Charge for impairment		15,000			0
(Loss) income from discontinued operations		(23,240	)		3,843
Other income (expense)		(661	)		(94	)
(Loss) income from discontinued operations before income taxes		(23,901	)		3,749
Income tax provision		0			0
(Loss) income from discontinued operations, net of tax	$	(23,901	)	$	3,749

Net sales for the years ended December 31, 2018, and 2017, include $22,805 and $34,037, respectively, of product sold by ASW to Union Electric Steel Corporation (“UES”), a subsidiary of the Corporation. Costs of products sold (excluding depreciation and amortization) approximated the same. In connection with the sale, the Corporation expects to enter into a longer-term supply agreement for the supply of steel ingots. The charge for impairment was calculated based on estimated proceeds and adjusts the carrying value of ASW to its estimated fair value less costs to sell. As of December 31, 2018, the asset held for sale and discontinued operations criteria were met; accordingly, the fair value of ASW was measured at December 31, 2018, using unobservable, Level 3 inputs.

On October 31, 2018, the Corporation sold certain net assets of the Vertical Seal division of Akers National Roll Company (“Vertical Seal”), a subsidiary of the Corporation, to Roser Technologies, Inc. and WIR II, LLC for approximately net book value, or $7,200. As

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part of the Forged and Cast Engineered Products segment, Vertical Seal manufactured custom-designed parts and provided specialty services to rolling mill customers located throughout North America. The sale of Vertical Seal did not qualify as a discontinued operation as it did not represent a strategic shift that has (or will have) a major effect on the Corporation’s operations and financial results.

NOTE 3 – INVENTORIES:

	2018		2017
Raw materials	$	19,615	$	20,594
Work-in-progress		42,339		42,113
Finished goods		20,650		19,232
Supplies		11,592		11,513
Inventories	$	94,196	$	93,452

At December 31, 2018, and 2017, approximately 36% and 49%, respectively, of the inventories were valued using the LIFO method. The LIFO reserve approximated $(26,058) and $(16,063) at December 31, 2018, and 2017, respectively. During each of the years, inventory quantities decreased for certain locations resulting in a liquidation of LIFO layers which were at lower costs. The effect of the liquidations was to decrease costs of products sold (excluding depreciation and amortization) by approximately $2,159 and $490 for 2018 and 2017, respectively. There was no income tax expense recognized in the consolidated statements of operations due to the Corporation having a valuation allowance recorded against its deferred income tax assets for the jurisdiction where the income was recognized. See Note 19. Accordingly, the effect of the liquidations reduced net loss by approximately $2,159, or $0.17 per common share, for 2018 and approximately $490, or $0.04 per common share, for 2017.

NOTE 4 – PROPERTY, PLANT AND EQUIPMENT:

	2018			2017
Land and land improvements	$	10,207		$	10,443
Buildings		65,425			66,403
Machinery and equipment		332,378			332,957
Construction-in-process		3,499			4,193
Other		6,813			7,189
		418,322			421,185
Accumulated depreciation		(232,661	)		(217,052	)
Property, plant and equipment, net	$	185,661		$	204,133

The majority of the assets of the Corporation, except real property including the land and building of UES-UK, is pledged as collateral for the Corporation’s revolving credit facility (see Note 8). Land and buildings of UES-UK, equal to approximately $2,672 (£2,098) at December 31, 2018, are held as collateral by the trustees of the UES-UK defined benefit pension plan (see Note 9). The gross value of assets under capital lease and the related accumulated amortization approximated $3,716 and $1,340, respectively, as of December 31, 2018, and $4,082 and $1,101, respectively, as of December 31, 2017.

NOTE 5 – INTANGIBLE ASSETS:

	2018			2017
Customer relationships	$	6,234		$	6,543
Developed technology		4,322			4,429
Trade name		2,497			2,696
		13,053			13,668
Accumulated amortization		(3,828	)		(2,647	)
Intangible assets, net	$	9,225		$	11,021

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The following summarizes changes in intangible assets for the years ended December 31:

	2018			2017
Balance at the beginning of the year	$	11,021		$	11,601
Changes in intangible assets (Vertical Seal)		(177	)		0
Amortization of intangible assets		(1,221	)		(1,219	)
Other, primarily impact from changes in foreign currency    exchange rates		(398	)		639
Balance at the end of the year	$	9,225		$	11,021

Intangible assets include an indefinite-lived trade name of $2,497 and $2,696 as of December 31, 2018, and 2017, respectively, that is not subject to amortization. Changes during the year ended December 31, 2018, represent intangible assets of the Vertical Seal division of Akers National Roll Company which was sold in 2018. Identifiable intangible assets are expected to be amortized over a weighted average period of approximately 12 years or $1,197 for 2019, $1,197 for 2020, $519 for 2021, $383 for 2022, $383 for 2023 and $3,049 thereafter.

NOTE 6 – INVESTMENTS IN JOINT VENTURES:

The Corporation has interests in three joint ventures:

• Shanxi Åkers TISCO Roll Co., Ltd. (“ATR”) – a cast roll joint venture in China for which the Corporation accounts using the consolidated method of accounting. ATR principally manufactures and sells cast rolls for hot strip mills, steckel mills and medium plate mills.

• Masteel Gongchang Roll Co., Ltd. (“MG”) – a forged roll joint venture in China for which the Corporation accounts using the cost method of accounting. MG principally manufactures and sells large forged backup rolls for hot and cold strip mills.

• Jiangsu Gongchang Roll Co., Ltd (“Gongchang”) – a cast roll joint venture in China for which the Corporation accounts using the cost method of accounting. Gongchang principally manufactures and sells cast rolls for hot and cold strip mills, medium/heavy section mills and plate mills.

ATR

In 2007, Åkers AB, a subsidiary of UES, entered into an agreement with Taiyuan Iron & Steel Co., Ltd. (“TISCO”) to form ATR, with Åkers AB owning 59.88% and TISCO owning 40.12%. Since Åkers AB is the majority shareholder, has voting rights proportional to its ownership interest and exercises control over TISCO, Åkers AB is considered the primary beneficiary and, accordingly, accounts for its investment in ATR on the consolidated method of accounting.

MG

The Corporation has a 33% interest in MG which is recorded at cost, or approximately $835. The Corporation does not participate in the management or daily operation of MG, has not guaranteed any of its obligations and has no ongoing responsibilities to it. Dividends may be declared by the Board of Directors of the joint venture after allocation of after-tax profits to various “funds” equal to the minimum amount required under Chinese law. No dividends were declared or received in 2018 or 2017.

Gongchang

The Corporation has a 24% interest in Gongchang which is recorded at cost, or $1,340. The Corporation does not participate in the management or daily operation of Gongchang, has not guaranteed any of its obligations and has no ongoing responsibilities to it. Dividends may be declared by the Board of Directors of the joint venture after allocation of after-tax profits to various “funds” equal to the minimum amount required under Chinese law. Dividends of $377 were declared and received in 2018. No dividends were declared or received in 2017.

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NOTE 7 – OTHER CURRENT LIABILITIES:

	2018		2017
Customer-related liabilities	$	16,439	$	18,189
Accrued interest payable		2,333		2,697
Accrued sales commissions		1,637		2,301
Other		8,578		13,254
Other current liabilities	$	28,987	$	36,441

Customer-related liabilities include liabilities for product warranty claims and deposits received on future orders. The following summarizes changes in the liability for product warranty claims for the year ended December 31:

	2018			2017
Balance at the beginning of the year	$	11,379		$	11,439
Satisfaction of warranty claims		(5,069	)		(3,941	)
Provision for warranty claims		3,564			3,287
Other, primarily impact from changes in foreign currency    exchange rates		(427	)		594
Balance at the end of the year	$	9,447		$	11,379

Customer deposits represent amounts collected from, or invoiced to, a customer in advance of revenue recognition, and are recorded as an other current liability on the balance sheet. The liability for customer deposits is reversed when the Corporation satisfies its performance obligations and control of the inventory transfers to the customer, typically when title transfers. Performance obligations related to customer deposits are expected to be satisfied in less than one year.

Changes in customer deposits consisted of the following:

	2018			2017
Balance at beginning of the period	$	4,574		$	6,786
Satisfaction of performance obligations		(10,885	)		(15,089	)
Receipt of additional deposits		10,701			12,745
Other, primarily changes in foreign currency exchange rates		(86	)		132
Balance at end of the period	$	4,304		$	4,574

NOTE 8 – BORROWING ARRANGEMENTS:

	2018			2017
Revolving Credit and Security Agreement	$	14,320		$	20,349
Sale and leaseback financing obligation		18,518			0
Promissory notes (and interest)		26,205			25,395
Industrial Revenue Bonds		13,311			13,311
Minority shareholder loan		4,056			5,325
Capital leases		1,199			1,773
Outstanding borrowings		77,609			66,153
Debt – current portion		(45,728	)		(19,335	)
Long-term debt	$	31,881		$	46,818

Future principal payments, assuming demand loans are called in 2019 and the Industrial Revenue Bonds are not able to be remarketed, are $45,728 for 2019, $1,990 for 2020, $16,162 for 2021, $1,796 for 2022, $1,646 for 2023, and $10,287 thereafter.

Revolving Credit and Security Agreement

The Corporation has a five-year Revolving Credit and Security Agreement (the “Credit Agreement”) with a syndicate of banks that expires in May 2021. The Credit Agreement provides for initial borrowings not to exceed $100,000 with an option to increase the credit facility by an additional $50,000 at the request of the Corporation and with the approval of the banks. The Credit Agreement

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includes sublimits for letters of credit not to exceed $40,000, European borrowings not to exceed $15,000, and Canadian borrowings not to exceed $15,000.

In 2018, the banks provided their consent to a sale and leaseback financing transaction, whereby UES sold certain of its real estate assets to Store Capital Acquisitions, LLC. In connection with providing the consent, the Credit Agreement was amended to increase the interest rate margin by one-half percent per annum for any borrowings, add certain additional reporting requirements regarding beneficial ownership of the Corporation, and update certain schedules to the Credit Agreement. All other material terms, conditions, and covenants with respect to the Credit Agreement remain unchanged.

Availability under the Credit Agreement is based on eligible accounts receivable, inventory and fixed assets. As amended, amounts outstanding under the credit facility bear interest at the Corporation’s option at either (i) LIBOR plus an applicable margin ranging between 1.75% to 2.25% based on the quarterly average excess availability or (ii) the base rate plus an applicable margin ranging between 0.75% to 1.25% based on the quarterly average excess availability. Additionally, the Corporation is required to pay a commitment fee ranging between 0.25% and 0.375% based on the daily unused portion of the credit facility. As of December 31, 2018, the Corporation had outstanding borrowings under the Credit Agreement of $14,320 (including £3,000 of European borrowings for its U.K. subsidiary and $4,500 of Canadian borrowings for ASW). Interest accrued on the outstanding balance during the year at an average rate of interest of approximately 3.34%. Additionally, the Corporation had utilized a portion of the credit facility for letters of credit (Note 10). As of December 31, 2018, remaining availability under the Credit Agreement approximated $35,000, net of availability reserves associated with proceeds from the sale and leaseback financing transactionand the sale of certain net assets of Vertical Seal. The availability from these reserves was used toward the settlement of the promissory notes and interest paid on March 4, 2019.

Borrowings outstanding under the Credit Agreement are collateralized by a first priority perfected security interest in substantially all of the assets of the Corporation and its subsidiaries (other than real property). Additionally, the Credit Agreement contains customary affirmative and negative covenants and limitations, including, but not limited to, investments in certain of its subsidiaries, payment of dividends, incurrence of additional indebtedness, upstream distributions from subsidiaries, and acquisitions and divestures. The Corporation must also maintain a certain level of excess availability. If excess availability falls below the established threshold, or in an event of default, the Corporation will be required to maintain a minimum fixed charge coverage ratio of not less than 1.00 to 1.00. The Corporation was in compliance with the applicable bank covenants as of December 31, 2018.

Sale and Leaseback Financing Obligation

In September 2018, UES completed a sale and leaseback financing transaction for certain of its real property, including the land and buildings of its manufacturing facilities in Valparaiso, Indiana and Burgettstown, Pennsylvania, and its manufacturing facility and corporate headquarters located in Carnegie, Pennsylvania (the “Properties”). Simultaneously with the sale, UES entered into a lease agreement pursuant to which UES would lease the Properties from the buyer. The lease provides for an initial term of 20 years; however, UES may extend the lease for four successive periods of approximately five years each. If fully extended, the lease would expire in September 2058. UES also has the option to repurchase the Properties, which it may exercise in 2025, for a price equal to the greater of (i) the Fair Market Value of the Properties, or (ii) 115% of Lessor’s Total Investment for the Facilities, with such terms defined in the lease agreement.

The sale and leaseback financing transaction does not qualify for sale and leaseback accounting due to UES’ ability to repurchase the Properties in 2025. Accordingly, the net asset value of the Properties is not removed and a gain or loss on the sale of the Properties is not recognized. Instead, proceeds are recognized as a debt obligation on the consolidated balance sheet.

Gross proceeds equaled $19,000. The initial annual payment approximates $1,646, due monthly in advance, which is included in debt – current portion on the consolidated balance sheet. Annual payments will increase each anniversary date by an amount equal to the lesser of 2% or 1.25% of the change in the consumer price index, as defined in the lease agreement. The effective interest rate approximated 6% for 2018.

Deferred financing fees of approximately $477 were incurred, which are recognized as a reduction of the financing obligation, and are being amortized over seven years.

Promissory Notes

In connection with a March 2016 acquisition, the Corporation issued three-year promissory notes amounting to $22,619. In 2018, the Corporation and the sellers mutually agreed to reduce the promissory notes by an amount owed to the Corporation resulting in a principal balance of $21,917. The notes bear interest at 6.5%, compounding annually, with principal and interest payable at maturity. As of December 31, 2018, accrued interest approximated $4,288, which is included in debt – current portion. As of December 31,

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2017, accrued interest approximated $2,776, which was included in long-term debt. Principal and accrued interest of $26,474 were paid on March 4, 2019.

Industrial Revenue Bonds

As of December 31, 2018, the Corporation had the following Industrial Revenue Bonds (IRBs) outstanding:  (i) $4,120 tax-exempt IRB maturing in 2020, interest at a floating rate which averaged 1.47% during the current year; (ii) $7,116 taxable IRB maturing in 2027, interest at a floating rate which averaged 2.06% during the current year; and (iii) $2,075 tax-exempt IRB maturing in 2029, interest at a floating rate which averaged 1.46% during the current year. The IRBs are secured by letters of credit of equivalent amounts and are remarketed periodically at which time interest rates are reset. If the IRBs are not able to be remarketed, although considered remote by the Corporation and its bankers, the bondholders can seek reimbursement immediately from the letters of credit which serve as collateral for the bonds. Accordingly, the IRBs are recorded as current debt.

Minority Shareholder Loan

ATR has a loan outstanding with its minority shareholder. The loan originally matured in 2008 but has been renewed continually for one-year periods. Interest does not compound and has accrued on the outstanding balance, since inception, at the three-to-five-year loan interest rate set by the People’s Bank of China in effect at the time of renewal. The loan balance approximated $4,056 (RMB 27,901) at December 31, 2018, and $5,325 (RMB 34,655) at December 31, 2017. During 2018, ATR repaid $449 (RMB 3,090) in principal and $145 (RMB 1,000) in accrued interest, Additionally, the shareholders of ATR converted a portion of their loans outstanding with ATR to equity. The conversion was in proportion to their respective ownership interest, with TISCO converting $872 (RMB 6,000) of its loans to equity. The interest rate for 2018 approximated 5% and accrued interest as of December 31, 2018, and 2017, approximated $2,297 (RMB 15,800) and $2,682 (RMB 17,457) which is recorded in other current liabilities.

Capital Leases

The Corporation leases equipment under various noncancelable lease agreements ending 2019 to 2022. Effective interest rates range between 1.30% and 5.20%.

NOTE 9 – PENSION AND OTHER POSTRETIREMENT BENEFITS:

U.S. Pension Benefits

The Corporation has two qualified domestic defined benefit pension plans that cover substantially all of its U.S. employees. Over the past few years, measures have been taken to freeze benefit accruals and participation in the plans and replace benefit accruals with employer contributions to defined contribution plans. As of December 31, 2018, all benefit accruals and participation in the plans have been curtailed except for two locations. The defined benefit pension plans remain covered by the Employee Retirement Income Security Act of 1974 (“ERISA”); accordingly, the Corporation’s policy is to fund at least the minimum actuarially computed annual contribution required under ERISA. Minimum contributions for 2018 approximated $1,211. No minimum contributions were required for 2017. Minimum contributions for 2019 are expected to approximate $1,260. Estimated benefit payments for subsequent years are $14,576 for 2019, $14,522 for 2020, $14,725 for 2021, $14,789 for 2022, $14,803 for 2023 and $73,146 for 2024 – 2028. The fair value of the plan assets as of December 31, 2018, and 2017, approximated $182,541 and $199,138, respectively, in comparison to accumulated benefit obligations of $226,618 and $245,317 for the same periods. Employer contributions to the defined contribution plans totaled $3,169 and $2,588 for 2018 and 2017, respectively, and are expected to approximate $2,943 in 2019.

The Corporation also maintains nonqualified defined benefit pension plans for selected executives in addition to the benefits provided under one of the Corporation’s qualified defined benefit pension plans. The objectives of the nonqualified plans are to provide supplemental retirement benefits or restore benefits lost due to limitations set by the Internal Revenue Service. The assets of the nonqualified plans are held in a grantor tax trust known as a “Rabbi” trust and are subject to claims of the Corporation’s creditors, but otherwise must be used only for purposes of providing benefits under the plans. No contributions were made to the trust in 2018 or 2017, and none are expected in 2019. The fair market value of the trust at December 31, 2018, and 2017, which is included in other noncurrent assets, was $3,659 and $4,204, respectively. The plan is treated as a non-funded pension plan for financial reporting purposes. Accumulated benefit obligations approximated $6,852 and $7,202 at December 31, 2018, and 2017, respectively. Estimated benefit payments for subsequent years, which would represent employer contributions, are approximately $445 for 2019, $464 for 2020, $489 for 2021, $511 for 2022, $519 for 2023 and $2,591 for 2024 – 2028.

Employees at one location participate in a multi-employer plan, I.A.M. National Pension Fund, in lieu of the Corporation’s defined benefit pension plans. A multi-employer plan generally receives contributions from two or more unrelated employers pursuant to one or more collective bargaining agreements. The assets contributed by one employer may be used to fund the benefits provided to

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employees of other employers in the plan because the plan assets, once contributed, are not restricted to individual employers. The latest report of summary plan information (for the 2017 plan year) provided by I.A.M. National Pension Fund indicates:

• More than 1,650 employer locations contribute to the plan;

• Approximately 100,000 active employees participate in the plan; and

• Assets of approximately $11.9 billion and a funded status of approximately 92%.

Less than 100 of the Corporation’s employees participate in the plan and contributions are based on a rate per hour. The Corporation’s contributions to the plan were less than $250 for 2018 and 2017 and represent less than five percent of total contributions to the plan by all contributing employers. Contributions are expected to approximate $279 in 2019.

Foreign Pension Benefits

Employees of UES-UK participated in a defined benefit pension plan that was curtailed effective December 31, 2004, and replaced with a defined contribution pension plan. The UES-UK plans are non-U.S. plans and therefore are not covered by ERISA. Instead, when necessary, the Trustees and UES-UK agree to a recovery plan that estimates the amount of employer contributions, based on U.K. regulations, necessary to eliminate the funding deficit of the plan with such estimates subject to change based on the future investment performance of the plan’s assets. The U.S. dollar equivalent of employer contributions to the defined benefit pension plan approximated $982 and $1,521 in 2018 and 2017, respectively. The plan is fully funded as of December 31, 2018; accordingly, no contributions are expected in 2019. The fair value of the plan’s assets as of December 31, 2018, and 2017, approximated $49,651 (£38,991) and $56,419 (£41,820), respectively, in comparison to accumulated benefit obligations of $47,459 (£37,269) and $57,540 (£42,650) for the same periods. Estimated benefit payments for subsequent years are $1,973 for 2019, $1,833 for 2020, $1,802 for 2021, $1,731 for 2022, $2,351 for 2023 and $11,766 for 2024 – 2028. Contributions to the defined contribution pension plan approximated $363 and $311 in 2018 and 2017, respectively, and are expected to approximate $391 in 2019.

The Corporation has two additional foreign defined benefit pension plans, which are unfunded. Projected and accumulated benefit obligations approximated $6,878 and $7,073 at December 31, 2018, and 2017, respectively. Estimated benefit payments for subsequent years, for both plans combined, are $276 for 2019, $288 for 2020, $289 for 2021, $282 for 2022, $274 for 2023 and $1,543 for 2024 – 2028.

Other Postretirement Benefits

The Corporation provides a monthly reimbursement of postretirement health care benefits for up to a 5-year period principally to the bargaining groups of two subsidiaries. The plans cover participants and their spouses who retire under an existing pension plan on other than a deferred vested basis and at the time of retirement have also rendered 10 or more years of continuous service irrespective of age. Retiree life insurance is provided to substantially all retirees.

The Corporation also provides life insurance and health care benefits to former employees of certain discontinued operations. This obligation had been estimated and provided for at the time of disposal.

The Corporation’s postretirement health care and life insurance plans are not funded or subject to any minimum regulatory funding requirements. Estimated benefit payments for subsequent years, which would represent employer contributions, are approximately $1,411 for 2019, $1,313 for 2020, $1,119 for 2021, $1,092 for 2022, $1,053 for 2023 and $5,577 for 2024-2028.

Significant Activity

In 2018, the Corporation offered a temporary early retirement incentive program to full-time salaried participants at certain locations that either met the eligibility requirements for an unreduced pension or attained age 55 and had 3.5 years of service under the plan. Participants selecting the early retirement incentive will receive an unreduced pension, a lump sum payment ranging between $10 and $25 dependent upon the participant’s combined age and years of service, and one year of health insurance benefits. The early retirement incentive program increased employee benefit obligations and associated expense by $1,476 and is recorded as a special termination benefit.

In connection with the ratification of a collective bargaining agreement for employees of the UES Harmon Creek Steelworkers Location, employee participation in a qualified domestic defined benefit pension plan was frozen effective May 31, 2018. Benefit accruals have been replaced with employer non-elective contributions to a defined contribution plan equaling 3% of compensation and a matching contribution of up to 4% of compensation. The plan freeze resulted in remeasurement of the liability, reducing the liability by $1,726, and a curtailment loss of $21.

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Actuarial (gains) losses were comprised of the following components:

	U.S. Pension Benefits					Foreign Pension Benefits						Other Postretirement Benefits
	2018			2017		2018			2017			2018			2017
Changes in assumptions	$	(16,642	)	$	12,566	$	(5,298	)	$	616		$	(914	)	$	(1,103	)
GMP equalization		0			0		982			0			0			0
Change from RPI to CPI		0			0		0			(8,760	)		0			0
Other		(420	)		1,259		(1,446	)		190			(229	)		(1,067	)
Total actuarial (gains) losses	$	(17,062	)	$	13,825	$	(5,762	)	$	(7,954	)	$	(1,143	)	$	(2,170	)

Changes in assumptions used to determine plan liabilities, particularly for discount rates, increase (decrease) projected benefit obligations. A 1/4 percentage point decrease in the discount rate would increase projected and accumulated benefit obligations by approximately $8,300. Conversely, a 1/4 percentage point increase in the discount rate would decrease projected and accumulated benefit obligations by approximately $8,300.

In 2018, the High Court of Justice in the United Kingdom issued a ruling requiring equalization of benefits for participants under U.K. defined benefit pension plans. The inequities arose from statutory differences related to Guaranteed Minimum Pension (GMP) benefits that are included in U.K. defined benefit pension plans. The impact of the GMP equalization for the UES-UK defined benefit pension plan approximated $982, which was recognized as a prior service cost and will be amortized over the average remaining lifetime of the participants, or approximately 25 years at December 31, 2018.

In 2017, the Trustees of the UES-UK defined benefit pension plan and UES-UK agreed that, effective January 1, 2018, future increases to participants’ non-GMP pensions would be based on the increase in the Consumer Price Index (CPI) instead of the Retail Price Index (RPI). The effect of the change reduced employee benefit obligations by approximately $8,760 for the year ended December 31, 2017, and was recognized as past service cost to be amortized over the average remaining lifetime of the participants.

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Reconciliations

The following provides a reconciliation of projected benefit obligations (“PBO”), plan assets and the funded status of the plans for the Corporation’s defined benefit plans calculated using a measurement date as of the end of the respective years.

	U.S. Pension Benefits(a)						Foreign Pension Benefits(b)						Other Postretirement Benefits
	2018			2017			2018			2017			2018			2017
Change in projected benefit obligations:
PBO at January 1	$	254,976		$	244,440		$	64,613		$	66,910		$	16,979		$	19,059
Service cost		1,225			1,651			477			150			457			492
Interest cost		8,473			8,413			1,391			1,845			494			571
Plan amendments		0			0			0			0			0			165
Special termination benefits		1,350			0			0			0			126			0
Plan curtailments		(1,726	)		0			0			0			0			0
Foreign currency exchange rate changes		0			0			(3,434	)		5,948			0			0
Actuarial (gains) losses		(17,062	)		13,825			(5,762	)		(7,954	)		(1,143	)		(2,170	)
Participant contributions		0			0			0			0			104			92
Benefits paid from plan assets		(13,043	)		(12,950	)		(2,282	)		(1,813	)		0			0
Benefits paid by the Corporation		(403	)		(403	)		(666	)		(473	)		(1,207	)		(1,230	)
PBO at December 31	$	233,790		$	254,976		$	54,337		$	64,613		$	15,810		$	16,979
Change in plan assets:
Fair value of plan assets at January 1	$	199,138		$	188,722		$	56,419		$	48,055		$	0		$	0
Actual return on plan assets		(4,765	)		23,366			(2,477	)		3,998			0			0
Foreign currency exchange rate changes		0			0			(2,991	)		4,673			0			0
Corporate contributions		1,614			403			1,648			1,979			1,103			1,138
Participant contributions		0			0			0			0			104			92
Gross benefits paid		(13,446	)		(13,353	)		(2,948	)		(2,286	)		(1,207	)		(1,230	)
Fair value of plan assets at December 31	$	182,541		$	199,138		$	49,651		$	56,419		$	0		$	0
Funded status of the plans:
Fair value of plan assets	$	182,541		$	199,138		$	49,651		$	56,419		$	0		$	0
Less benefit obligations		233,790			254,976			54,337			64,613			15,810			16,979
Funded status at December 31	$	(51,249	)	$	(55,838	)	$	(4,686	)	$	(8,194	)	$	(15,810	)	$	(16,979	)

(a) Includes the nonqualified defined benefit pension plan.

(b) Includes the overfunded U.K. defined benefit pension plan and two smaller underfunded defined benefit pension plans.

The following provides a summary of amounts recognized in the consolidated balance sheets.

	U.S. Pension Benefits						Foreign Pension Benefits						Other Postretirement Benefits
	2018			2017			2018			2017			2018			2017
Employee benefit obligations:
Prepaid pensions(a)	$	0		$	0		$	2,192		$	0		$	0		$	0
Accrued payrolls and employee benefits(b)		(436	)		(432	)		0			0			(1,395	)		(1,371	)
Employee benefit obligations(c)		(50,813	)		(55,406	)		(6,878	)		(8,194	)		(14,415	)		(15,608	)
	$	(51,249	)	$	(55,838	)	$	(4,686	)	$	(8,194	)	$	(15,810	)	$	(16,979	)
Accumulated other comprehensive loss:(d)
Net actuarial loss (gain)	$	45,041		$	47,252		$	22,149		$	25,914		$	(2,123	)	$	(1,211	)
Prior service cost (credit)		91			156			(7,402	)		(9,174	)		(12,202	)		(13,809	)
	$	45,132		$	47,408		$	14,747		$	16,740		$	(14,325	)	$	(15,020	)

(a) Represents the overfunded U.K. defined benefit pension plan which is recorded as a noncurrent asset in the consolidated balance sheet.

(b) Recorded as a current liability in the consolidated balance sheet.

(c) Recorded as a noncurrent liability in the consolidated balance sheet.

(d) Amounts are pre-tax.

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Investment Policies and Strategies

The investment policies and strategies are determined and monitored by the Board of Directors for the U.S. pension plans and by the Trustees (as appointed by UES-UK and the employees of UES-UK) for the UES-UK pension plan, each of whom employ their own investment managers to manage the plan’s assets in accordance with the policy guidelines. The U.S defined benefit pension plans follow a glide-path strategy whereby target asset allocations are rebalanced based on projected payment obligations and the funded status of the plans. Pension assets of the UES-UK plan are invested with the objective of maximizing long-term returns while minimizing material losses to meet future benefit obligations as they become due. Investments in equity securities are primarily in common stocks of publicly traded U.S. and international companies across a broad spectrum of industry sectors. Investments in fixed-income securities are principally A-rated or better bonds with maturities of less than ten years, preferred stocks and convertible bonds. The Corporation believes there are no significant concentrations of risk associated with the Plans’ assets.

Attempts to minimize risk include allowing temporary changes to the allocation mix in response to market conditions, diversifying investments among asset categories (e.g., equity securities, fixed-income securities, alternative investments, cash and cash equivalents) and within these asset categories (e.g., economic sector, industry, geographic distribution, size) and consulting with independent financial and legal counsels to assure that the investments and their expected returns and risks are consistent with the goals of the Board of Directors or Trustees.

With respect to the U.S. pension plans, the following investments are prohibited unless otherwise approved by the Board of Directors: stock of the Corporation, futures and options except for hedging purposes, unregistered or restricted stock, warrants, margin trading, short-selling, real estate excluding public or real estate partnerships, and commodities including art, jewelry and gold. The foreign pension plan invests in specific funds. Any investments other than those specifically identified would be considered prohibited.

The following summarizes target asset allocations (within +/-5% considered acceptable) and major asset categories. Certain investments are classified differently for target asset allocation purposes and external reporting purposes. In the latter part of 2018, the Corporation changed investment managers; accordingly, at December 31, 2018, there is temporarily a higher amount in cash and cash equivalents.

	U.S. Pension Benefits									Foreign Pension Benefits
	Target Allocation			Percentage of Plan Assets						Target Allocation			Percentage of Plan Assets
	Dec. 31, 2018			2018			2017			Dec. 31, 2018			2018			2017
Equity Securities		45	%		25	%		58	%		44	%		50	%		49	%
Fixed-Income Securities		42	%		45	%		21	%		35	%		35	%		33	%
Alternative Investments		10	%		10	%		16	%		21	%		15	%		17	%
Other (primarily cash and cash equivalents)		3	%		20	%		5	%		0	%		0	%		1	%

Fair Value Measurement of Plan Assets

Equity securities, exchange-traded funds and mutual funds are actively traded on exchanges and price quotes for these investments are readily available. Similarly, fixed-income mutual funds consist of debt securities of U.S. and U.K. corporations and price quotes for these investments are readily available. Commingled funds are not traded publicly, but the underlying assets (such as stocks and bonds) held in these funds are traded on active markets and the prices for the underlying assets are readily observable. For securities not actively traded, the fair value may be based on third-party appraisals, discounted cash flow analysis, benchmark yields and inputs that are currently observable in markets for similar securities.

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Investment Strategies

The significant investment strategies of the various funds are summarized below.

Fund	Investment Strategy	Primary Investment Objective
Temporary Investment Funds	Invests primarily in a diversified portfolio of investment grade money market instruments.	Achieve a market level of current income while maintaining stability of principal and liquidity.
Various Equity Funds	Each fund maintains a diversified holding in common stock of applicable companies (e.g., common stock of small capitalization companies if a small-cap fund, common stock of medium capitalization companies if a mid-cap fund, common stock of foreign corporations if an international fund, etc.).	Outperform the fund’s related index.
Various Fixed Income Funds	Invests primarily in a diversified portfolio of fixed-income securities of varying maturities or in commingled funds which invest in a diversified portfolio of fixed-income securities of varying maturities.	For the U.S. Plans – to achieve a rate of return that matches or exceeds the expected growth in plan liabilities. For the Foreign Plan – to achieve capital growth by tracking closely the performance of the applicable FTSE index.
Alternative Investments – Managed Funds	Invests in equities and equity-like asset classes and strategies (such as public equities, venture capital, private equity, real estate, natural resources and hedged strategies) and fixed-income securities approved by the Board of Directors of the Corporation.	Generate a minimum annual inflation adjusted return of 5% and outperform a traditional 70/30 equities/bond portfolio.
Alternative Investments – Hedge and Absolute Return Funds	Invests in a diversified portfolio of alternative investment styles and strategies approved by the Trustees of the UES-UK defined benefit pension plan.	Generate long-term capital appreciation while maintaining a low correlation with the traditional global financial markets.

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Categories of Plan Assets

Asset categories based on the nature and risks of the U.S. Pension Benefit Plans’ assets as of December 31, 2018, are summarized below.

	Quoted Prices in Active Markets for Identical Inputs (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Equity Securities:
U.S.
Consumer discretionary	$	891	$	0	$	0	$	891
Consumer staples		602		0		0		602
Energy		415		0		0		415
Financial		1,075		0		0		1,075
Healthcare		1,718		0		0		1,718
Industrials		780		0		0		780
Information technology		1,632		0		0		1,632
Materials		177		0		0		177
Mutual funds		36,883		0		0		36,883
Telecommunications		560		0		0		560
Utilities		264		0		0		264
Total Equity Securities		44,997		0		0		44,997
Fixed Income Securities:
Corporate bonds		0		44,786		0		44,786
Treasury bonds		25,605		0		0		25,605
Agency bonds		0		10,334		0		10,334
Total Fixed Income Securities		25,605		55,120		0		80,725
Alternative Investments:
Managed funds(a)		0		0		23,673		23,673
Total Alternative Investments		0		0		23,673		23,673
Other:
Cash and cash equivalents(b)		33,146		0		0		33,146
Total Other		33,146		0		0		33,146
	$	103,748	$	55,120	$	23,673	$	182,541

(a) Includes approximately 74.0% in alternative investments (real assets, commodities and resources, absolute return funds) and 26.0% in cash and cash equivalents.

(b) Includes investments in temporary funds.

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Categories of Plan Assets

Asset categories based on the nature and risks of the U.S. Pension Benefit Plans’ assets as of December 31, 2017, are summarized below.

	Quoted Prices in Active Markets for Identical Inputs (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Equity Securities:
U.S.
Consumer discretionary	$	637	$	0	$	0	$	637
Consumer staples		896		0		0		896
Energy		427		0		0		427
Financial		1,362		0		0		1,362
Healthcare		1,192		0		0		1,192
Industrials		819		0		0		819
Information technology		2,061		0		0		2,061
Materials		248		0		0		248
Mutual funds		91,258		0		0		91,258
Telecommunications		198		0		0		198
Utilities		204		0		0		204
Total Equity Securities		99,302		0		0		99,302
Fixed Income Securities:
Corporate bonds		0		10,801		0		10,801
Mutual funds		18,884		0		0		18,884
Treasury bonds		6,976		0		0		6,976
Agency bonds		0		926		0		926
Total Fixed Income Securities		25,860		11,727		0		37,587
Alternative Investments:
Managed funds(a)		0		0		49,838		49,838
Total Alternative Investments		0		0		49,838		49,838
Other:
Cash and cash equivalents(b)		11,012		0		0		11,012
Commingled funds		0		174		0		174
Other(c)		2		0		1,223		1,225
Total Other		11,014		174		1,223		12,411
	$	136,176	$	11,901	$	51,061	$	199,138

(a) Includes approximately 47.3% in equity and equity-like asset securities, 41.1% in alternative investments (real assets, commodities and resources, absolute return funds) and 9.6% in fixed income securities and 2.0% in other, primarily cash and cash equivalents.

(b) Includes investments in temporary funds.

(c) Includes accrued receivables and pending broker settlements.

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Asset categories based on the nature and risks of the Foreign Pension Benefit Plan’s assets as of December 31, 2018, are summarized below.

	Quoted Prices in Active Markets for Identical Inputs (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Equity Securities:
Commingled Funds (U.K.)	$	0	$	3,949	$	0	$	3,949
Commingled Funds (International)		0		20,645		0		20,645
Total Equity Securities		0		24,594		0		24,594
Fixed-Income Securities:
Commingled Funds (U.K.)		0		17,332		0		17,332
Alternative Investments:
Hedge and Absolute Return Funds		0		0		7,569		7,569
Cash and cash equivalents		156		0		0		156
	$	156	$	41,926	$	7,569	$	49,651

Asset categories based on the nature and risks of the Foreign Pension Benefit Plan’s assets as of December 31, 2017, are summarized below.

	Quoted Prices in Active Markets for Identical Inputs (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Equity Securities:
Commingled Funds (U.K.)	$	0	$	4,617	$	0	$	4,617
Commingled Funds (International)		0		23,015		0		23,015
Total Equity Securities		0		27,632		0		27,632
Fixed-Income Securities:
Commingled Funds (U.K.)		0		18,851		0		18,851
Alternative Investments:
Hedge and Absolute Return Funds		0		0		9,637		9,637
Cash and cash equivalents		299		0		0		299
	$	299	$	46,483	$	9,637	$	56,419

The table below sets forth a summary of changes in the fair value of the Level 3 plan assets for U.S. and foreign pension plans for the year ended December 31, 2018.

	U.S. Pension Benefits						Foreign Pension Benefits
	2018			2017			2018			2017
Fair value as of January 1	$	49,838		$	33,830		$	9,637		$	8,593
Contributions		0			16,000			0			0
Withdrawals		(26,131	)		(5,364	)		(1,037	)		0
Realized gains (losses)		9,061			1,304			(436	)		0
Change in net unrealized (losses) gains		(9,095	)		4,068			(98	)		229
Other, primarily impact from changes in foreign currency    exchange rates		0			0			(497	)		815
Fair value as of December 31	$	23,673		$	49,838		$	7,569		$	9,637

Net Periodic Pension and Other Postretirement Benefit Costs

The actual return on the fair value of plan assets is included in determining the funded status of the plans. In determining net periodic pension costs, the expected long-term rate of return on the market-related value of plan assets is used. Differences between the actual return on plan assets and the expected long-term rate of return on plan assets are classified as part of unrecognized actuarial gains or losses and are recorded as a component of accumulated other comprehensive loss on the consolidated balance sheet. When these gains or losses exceed 10% of the greater of the projected benefit obligation or the market-related value of plan assets, they are amortized to

43

net periodic pension and other postretirement costs over the average remaining service period or life expectancy of the employees expected to receive benefits under the plans. When the gains or losses are less than 10% of the greater of the projected benefit obligation or the market-related value of plan assets, they are included in net periodic pension and other postretirement costs indirectly as a result of lower/higher interest costs arising from a decrease/increase in the projected benefit obligation.

Net periodic pension and other postretirement benefit costs include the following components for each of the years.

	U.S. Pension Benefits						Foreign Pension Benefits						Other Postretirement Benefits
	2018			2017			2018			2017			2018			2017
Service cost	$	1,225		$	1,651		$	477		$	150		$	457		$	492
Interest cost		8,473			8,413			1,391			1,845			494			571
Expected return on plan assets		(13,282	)		(12,503	)		(2,580	)		(2,239	)		0			0
Amortization of:
Prior service cost (credit)		44			52			(336	)		0			(1,607	)		(1,607	)
Actuarial loss (gain)		1,471			4,111			727			751			(231	)		(24	)
Special termination benefits		1,350			0			0			0			126			0
Curtailment loss		21			0			0			0			0			0
	$	(698	)	$	1,724		$	(321	)	$	507		$	(761	)	$	(568	)

Assumptions

Assumptions are reviewed on an annual basis. The expected long-term rate of return on plan assets is an estimate of average rates of earnings expected to be earned on funds invested or to be invested to provide for the benefits included in the projected benefit obligation. Since these benefits will be paid over many years, the expected long-term rate of return is reflective of current investment returns and investment returns over a longer period. Consideration is also given to target and actual asset allocations, inflation and real risk-free return. The discount rates used in determining future pension obligations and other postretirement benefits for each of the plans are based on rates of return on high-quality fixed-income investments currently available and expected to be available during the period to maturity of the pension and other postretirement benefits. High-quality fixed-income investments are defined as those investments which have received one of the two highest ratings given by a recognized rating agency with maturities of 10+ years.

The discount rates and weighted-average wage increases used to determine the benefit obligations as of December 31, 2018, and 2017, are summarized below.

	U.S. Pension Benefits		Foreign Pension Benefits		Other Postretirement Benefits
	2018	2017	2018	2017	2018	2017
Discount rate	4.23-4.34%	3.63-3.72%	3.00	2.45%	4.09-4.33%	3.46-3.69%
Wage increases	n/a	3.00%	n/a	n/a	n/a	n/a

In addition, the assumed health care cost trend rate at December 31, 2018, for other postretirement benefits is 6% for 2019 gradually decreasing to 4.75% in 2021. In selecting rates for current and long-term health care assumptions, the Corporation considers known health care cost increases, the design of the benefit programs, the demographics of its active and retiree populations and expectations of inflation rates in the future.

The following assumptions were used to determine net periodic pension and other postretirement benefit costs for the year ended December 31:

	U.S. Pension Benefits		Foreign Pension Benefits		Other Postretirement Benefits
	2018	2017	2018	2017	2018	2017
Discount rate	3.63-4.34%	4.02-4.25%	2.45%	2.50-2.65%	3.46-3.69%	3.90-4.13%
Expected long-term rate of return	6.95-7.50%	6.95-7.50%	4.65%	4.45%	n/a	n/a
Wages increases	n/a	3.00%	n/a	n/a	n/a	n/a

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NOTE 10 – COMMITMENTS AND CONTINGENT LIABILITIES:

Outstanding standby and commercial letters of credit as of December 31, 2018, approximated $21,000, the majority of which serves as collateral for the IRB debt. In addition, outstanding surety bonds guaranteeing certain obligations of two of the Corporation’s foreign pension benefit plans approximated $4,000 (SEK 33,900) as of December 31, 2018.

Approximately 39% of the Corporation’s employees, including ASW, are covered by collective bargaining agreements that have expiration dates ranging from August 2019 to May 2022. Collective bargaining agreements expiring in 2019 (representing approximately 55% of the covered employees) will be negotiated with the intent to secure mutually beneficial, long-term arrangements.

See Note 12 regarding derivative instruments, Note 18 regarding litigation and Note 20 for environmental matters.

NOTE 11 – ACCUMULATED OTHER COMPREHENSIVE LOSS:

Net change and ending balances for the various components of other comprehensive income (loss) and for accumulated other comprehensive loss as of and for the years ended December 31, 2017, and 2018, are summarized below.

	Foreign Currency Translation Adjustments			Unrecognized Components of Employee Benefit Plans			Unrealized Holding Gains on Securities			Derivatives			Accumulated Other Comprehensive Loss
Balance at January 1, 2017		(22,973	)		(38,636	)		59			551			(60,999	)
Net Change		11,041			10,582			573			134			22,330
Impact from adoption of ASU 2018-02		0			(6,142	)		0			54			(6,088	)
Balance at December 31, 2017		(11,932	)		(34,196	)		632			739			(44,757	)
Cumulative effect of ASU 2016-01		0			0			(632	)		0			(632	)
Balance at January 1, 2018, adjusted		(11,932	)		(34,196	)		0			739			(45,389	)
Net Change		(6,710	)		3,294			0			(803	)		(4,219	)
Balance at December 31, 2018	$	(18,642	)	$	(30,902	)	$	0		$	(64	)	$	(49,608	)

On January 1, 2018, ASU 2016-01 became effective, which requires entities to record changes in fair value for certain investments in equity securities through net income (loss) versus other comprehensive income (loss). Accordingly, no amounts for changes in fair value of the Corporation’s marketable securities were reclassified from accumulated other comprehensive loss to net loss for the year ended December 31, 2018. For the year ended December 31, 2017, the Corporation reclassified an insignificant amount of realized gains from the sale of marketable securities to the consolidated statement of operations. Prior year amounts for the amortization of unrecognized employee benefit costs have been adjusted to include the effects of ASU 2017-07, which became effective on January 1, 2018. The following summarizes the line items affected on the consolidated statements of operations for components reclassified from accumulated other comprehensive loss for each of the years ended December 31. Amounts in parentheses represent credits to net loss.

	2018			2017
Amortization of unrecognized employee benefit costs:
Other expense	$	89		$	3,283
Income tax provision		0			0
Net of income tax	$	89		$	3,283
Realized gains from settlement of cash flow hedges:
Depreciation and amortization (foreign currency purchase contracts)	$	(23	)	$	(31	)
Costs of products sold (excluding depreciation and    amortization) (futures contracts – copper and aluminum)		(67	)		(639	)
Total before income tax		(90	)		(670	)
Income tax provision		0			0
Net of income tax	$	(90	)	$	(670	)

There was no income tax expense (benefit) associated with the various components of other comprehensive income (loss) for either year due to the Corporation having a valuation allowance recorded against its deferred income tax assets for the jurisdiction where the expense is recognized. Foreign currency translation adjustments exclude the effect of income taxes since earnings of non-U.S. subsidiaries are deemed to be reinvested for an indefinite period of time.

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NOTE 12 – DERIVATIVE INSTRUMENTS:

Certain operations of the Corporation 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. As of December 31, 2018, approximately $32,983 of anticipated foreign-denominated sales has been hedged which are covered by fair value contracts settling at various dates through January 2020.

Additionally, certain divisions of the Air and Liquid Processing segment 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. At December 31, 2018, approximately 51% or $2,547 of anticipated copper purchases over the next nine months and 56% or $507 of anticipated aluminum purchases over the next six months are hedged.

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.

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

The following summarizes location and fair value of the foreign currency sales contracts recorded on the consolidated balance sheets as of December 31:

	Location	2018		2017
Fair value hedge contracts	Other current assets	$	44	$	961
	Other current liabilities		950		89
	Other noncurrent liabilities		70		1
Fair value hedged item	Receivables		232		(269	)
	Other current assets		967		169
	Other noncurrent assets		105		16
	Other current liabilities		12		907

The change in the fair value of the cash flow contracts is recorded as a component of accumulated other comprehensive loss. Amounts recognized as and reclassified from accumulated other comprehensive loss are recorded as a component of other comprehensive income (loss) and are summarized below. Amounts are after-tax, where applicable. Certain amounts recognized as comprehensive income (loss) for 2018 and 2017 have no tax effect due to the Corporation recording a valuation allowance against its deferred income tax assets in the related jurisdictions. See Note 19. The difference between the balances at December 31, 2017, and January 1, 2018, represents the impact from the adoption of ASU 2018-02.

For the Year Ended December 31, 2018	Beginning of the Year		Recognized			Reclassified		End of the Year
Foreign currency purchase contracts	$	239	$	0		$	23	$	216
Future contracts – copper and aluminum		500		(713	)		67		(280	)
Change in fair value	$	739	$	(713	)	$	90	$	(64	)
For the Year Ended December 31, 2017
Foreign currency purchase contracts	$	216	$	0		$	31	$	185
Future contracts – copper and aluminum		335		804			639		500
Change in fair value	$	551	$	804		$	670	$	685

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The change in fair value reclassified or expected to be reclassified from accumulated other comprehensive loss to earnings is summarized below. All amounts are pre-tax.

	Location of Gain (Loss) in Statements	Estimated to be Reclassified in the Next			Year Ended December 31,
	of Operations	12 Months			2018		2017
Foreign currency purchase contracts	Depreciation and amortization	$	27		$	23	$	31
Futures contracts – copper and    aluminum	Costs of products sold (excluding depreciation and amortization)		(280	)		67		639

Losses on foreign exchange transactions included in other expense approximated $(1,480) and $(747) for 2018 and 2017, respectively.

NOTE 13 – FAIR VALUE:

The following summarizes financial assets and liabilities reported at fair value on a recurring basis in the accompanying consolidated balance sheets at December 31:

2018	Quoted Prices in Active Markets for Identical Inputs (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Investments
Other noncurrent assets	$	3,659	$	0	$	0	$	3,659
Foreign currency exchange contracts
Other current assets		0		1,011		0		1,011
Other noncurrent assets		0		105		0		105
Other current liabilities		0		962		0		962
Other noncurrent liabilities		0		70		0		70
2017
Investments
Other noncurrent assets	$	4,204	$	0	$	0	$	4,204
Foreign currency exchange contracts
Other current assets		0		1,130		0		1,130
Other noncurrent assets		0		16		0		16
Other current liabilities		0		996		0		996
Other noncurrent liabilities		0		1		0		1

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 debt approximates its carrying value. Additionally, the fair value of trade receivables and trade payables approximates their carrying value.

NOTE 14 – REVENUE:

Net sales by geographic area for the years ended December 31, 2018, and 2017, are outlined below. When disaggregating revenue, consideration was given to information regularly reviewed by the chief operating decision maker to evaluate the financial performance of the operating segments and make resource allocation decisions.

	Net Sales(1)
Geographic Areas:	2018		2017
United States	$	209,536	$	194,982
Foreign		209,896		190,173
	$	419,432	$	385,155

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	Net Sales by Product Line(2)
	2018		2017
Forged and cast mill rolls	$	270,241	$	254,638
Forged engineered products		59,289		42,645
Heat exchange coils		26,761		28,998
Centrifugal pumps		35,868		35,607
Air handling systems		27,273		23,267
	$	419,432	$	385,155

(1) Net sales are attributed to countries based on location of the customer. Sales to individual countries were less than 10% of consolidated net sales for each of the years.

(2) For 2018 and 2017, no customers within the Forged and Cast Engineered Products exceeded 10% of its net sales. For the Air and Liquid Processing segment, one customer accounted for 13% of its net sales in 2018 and no customers exceeded 10% of net sales for 2017.

NOTE 15 – STOCK-BASED COMPENSATION:

In May 2016, the shareholders of the Corporation approved the adoption of the Ampco-Pittsburgh Corporation 2016 Omnibus Incentive Plan (the “Incentive Plan”), which authorizes the issuance of up to 1,100,000 shares of the Corporation’s common stock for awards under the Incentive Plan. The Incentive Plan replaces the 2011 Omnibus Incentive Plan (the “Predecessor Plan”). No new awards will be granted under the Predecessor Plan. Any awards outstanding under the Predecessor Plan will remain subject to and be paid under the Predecessor Plan, and any shares subject to outstanding awards under the Predecessor Plan that subsequently expire, terminate, or are surrendered or forfeited for any reason without issuance of shares (equal to 140,251 shares at December 31, 2018) will automatically become available for issuance under the Incentive Plan.

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. If any award is canceled, terminates, expires or lapses for any reason prior to the issuance of shares, or if shares are issued under the Incentive Plan and thereafter are forfeited to the Corporation, the shares subject to such awards and the forfeited shares will not count against the aggregate number of shares available under the Incentive Plan. Shares tendered or withheld to pay the option exercise price or tax withholding will continue to count against the aggregate number of shares of common stock available for grant under the Incentive Plan. Any shares repurchased by the Corporation with cash proceeds from the exercise of options will not be added back to the pool of shares available for grant under the Incentive Plan.

The Incentive Plan may be administered by the Board of Directors or the Compensation Committee of the Board of Directors. The Compensation Committee 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 and the nature, amount and terms of such awards. The Incentive Plan also provides for equity-based awards during any one year to non-employee members of the Board of Directors, based on the grant date fair value, not to exceed $200. The limit does not apply to shares received by a non-employee director at his or her election in lieu of all or a portion of the director’s retainer for board service. The number of shares of common stock issued to non-employee directors was 72,170 and 50,000 in 2018 and 2017, respectively.

The Compensation Committee has granted time-vesting restricted stock units (RSUs) and performance-vesting restricted stock units (PSUs) to select individuals. Each RSU represents the right to receive one share of common stock of the Corporation at a future date after the RSU has become earned and vested, subject to the terms and conditions of the RSU award agreement. The RSUs typically vest over a three-year period. The PSUs can be earned depending upon the achievement of a performance or market condition and a time-vesting condition as follows: (i) achievement of a targeted return on invested capital or a basic earnings per share during the performance period beginning in the year of grant and continuing for two subsequent years; (ii) achievement of a three-year cumulative relative total shareholder return as ranked against other companies included in the Corporation’s peer group; and (iii) remaining continuously employed with the Corporation through the end of the year following three years from the date of grant. Earlier vesting of the stock units is permitted under certain conditions, such as upon a change of control of the Corporation, or as approved by the Board of Directors.

The grant date fair value for the RSUs equals the closing price of the Corporation’s common stock on the NYSE on the date of grant. The grant date fair value for PSUs subject to a market condition is determined using a Monte Carlo simulation model and the grant date fair value for PSUs that vest subject to a performance condition is equal to the closing price of the Corporation’s stock on the NYSE on the date of grant. The determination of the fair value of these awards takes into consideration the likelihood of achievement of the market or performance condition and is adjusted for subsequent changes in the estimated or actual outcome of the condition. Unrecognized compensation expense associated with the RSUs and PSUs equaled $2,246 at December 31, 2018, and is expected to be recognized over a weighted average period of approximately 2 years.

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A summary of outstanding incentive options (RSUs and PSUs) as of December 31, 2017, and 2018, and activity for the yearsthen ended, is as follows:

	Number of RSUs			Weighted Average Fair Value		Number of PSUs			Weighted Average Fair Value
Outstanding at January 1, 2017		155,845		$	17.53		39,348		$	21.62
Granted		76,473			14.00		97,788			14.93
Converted to common stock		(58,677	)		17.25		0		N/A
Forfeited/cancelled		(14,935	)		16.76		(34,622	)		14.99
Outstanding at December 31, 2017		158,706			16.00		102,514			17.47
Granted		117,501			9.70		94,703			10.06
Converted to common stock		(83,786	)		16.38		0		N/A
Forfeited/cancelled		(19,716	)		13.65		(70,630	)		18.79
Outstanding at December 31, 2018		172,705		$	11.77		126,587		$	11.19

A summary of outstanding stock options as of December 31, 2017, and 2018, and activity for the years then ended, is as follows:

	Number of Shares Under Options			Weighted Average Exercise Price		Remaining Contractual Life In Years		Intrinsic Value
Outstanding at January 1, 2017		1,005,836		$	24.07		4.2	$	0
Granted		0		N/A
Exercised		0		N/A
Forfeited/cancelled		(190,501	)		26.03
Outstanding at December 31, 2017		815,335			23.61		3.3		0
Granted		0		N/A
Exercised		0		N/A
Forfeited/cancelled		(209,750	)		32.47
Outstanding at December 31, 2018		605,585		$	20.54		2.8	$	0
Exercisable at December 31, 2018		605,585		$	20.54		2.8	$	0
Vested or expected to vest at December 31, 2018		605,585		$	20.54		2.8	$	0

Stock-based compensation expense for all awards, including expense for shares to be issued to non-employee directors, approximated $2,115 and $2,400 for 2018 and 2017, respectively. There was no income tax benefit recognized in the consolidated statements of operations due to the Corporation having a valuation allowance recorded against its deferred income tax assets for the jurisdiction where the expense was recognized. See Note 19.

NOTE 16 – OPERATING LEASES:

The Corporation leases certain factory and office space and certain equipment. Operating lease expense was $1,412 in 2018 and $1,244 in 2017. Operating lease payments for subsequent years are $582 for 2019, $426 for 2020, $374 for 2021, $355 for 2022, $345 for 2023 and $4,249 thereafter.

NOTE 17 – RESEARCH AND DEVELOPMENT COSTS:

Expenditures relating to the development of new products, identification of products or process alternatives and modifications and improvements to existing products and processes are expensed as incurred. These expenses approximated $2,664 for 2018 and $3,386 for 2017.

NOTE 18 – LITIGATION:

The Corporation and its subsidiaries are involved in various claims and lawsuits incidental to their businesses and are also subject to asbestos litigation as described below. In February 2017, the Corporation, its indirect subsidiary Akers National Roll Company, as well as the Akers National Roll Company Health & Welfare Benefits Plan were named as defendants in a class action complaint filed in the United States District Court for the Western District of Pennsylvania, where the plaintiffs (currently retired former employees of Akers National Roll Company and the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial, and

49

Service Workers International Union, AFL-CIO) alleged that the defendants breached collective bargaining agreements and violated the benefit plan by modifying medical benefits of the plaintiffs and similarly situated retirees. The defendants moved to dismiss the case, and plaintiffs petitioned the court to compel arbitration. On June 13, 2017, the District Court compelled arbitration and denied the defendants’ motion to dismiss as moot. Defendants appealed this decision to the Third Circuit Court of Appeals on June 21, 2017. The Third Circuit Court of Appeals reversed the District Court’s decision to compel arbitration on August 29, 2018. The plaintiffs filed a petition for rehearing, which was denied. Rather than litigating the merits of the case at the United States District Court for the Western District of Pennsylvania, the Corporation reached a settlement agreement in principle with the plaintiffs, which remains subject to approval by the court. As expected, the final resolution of this settlement agreement will not have a material adverse effect on our results of operations, financial position, liquidity or capital resources.

Asbestos Litigation

Claims have been asserted alleging personal injury from exposure to asbestos-containing components historically used in some products manufactured by predecessors of Air & Liquid (“Asbestos Liability”). Air & Liquid, 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 Air & Liquid and the Corporation for the two years ended December 31, 2018, and 2017:

	2018			2017
Total claims pending at the beginning of the period		6,907			6,618
New claims served		1,338			1,365
Claims dismissed		(1,123	)		(718	)
Claims settled		(350	)		(358	)
Total claims pending at the end of the period(1)		6,772			6,907
Gross settlement and defense costs (in 000’s)	$	24,324		$	21,431
Average gross settlement and defense costs per claim resolved (in 000’s)	$	16.51		$	19.92

(1) Included as “open claims” are approximately 668 and 479 claims in 2018 and 2017, respectively, 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 was reported and 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.

Asbestos Insurance

The Corporation and Air & Liquid are parties to a series of settlement agreements (“Settlement Agreements”) with insurers that have coverage obligations for Asbestos Liability (the “Settling Insurers”). 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 Settlement Agreements encompass the substantial majority of insurance policies that provide coverage for claims for Asbestos Liability.

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”), which was acquired by Howden. 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.

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. Based on this analysis, the Corporation recorded a reserve for Asbestos Liability claims pending or projected to be

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asserted through 2013 as of December 31, 2006. HR&A’s analysis has been periodically updated since that time. In 2018, the Corporation engaged Nathan Associates Inc. (“Nathan”) to update the liability valuation, and additional reserves were established by the Corporation as of December 31, 2018, for Asbestos Liability claims pending or projected to be asserted through 2052. The methodology used by Nathan in its projection in 2018 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 prior estimates, relied upon and included the following factors:

• 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;

• 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, 2016, to August 19, 2018;

• 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, 2016, to August 19, 2018, 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, Nathan estimated in 2018 the number of future claims for Asbestos Liability that would be filed through the year 2052, as well as the settlement or indemnity costs that would be incurred to resolve both pending and future unasserted claims through 2052. This methodology has been accepted by numerous courts.

In conjunction with developing the aggregate liability estimate referenced above, the Corporation also developed an estimate of probable insurance recoveries for its Asbestos Liability. In developing the estimate, the Corporation considered Nathan’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 in effect, 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, and 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 consulted with a nationally recognized insurance consulting firm it retained 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 Liability. 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 2052.

With the assistance of Nathan, the Corporation extended its estimate of the Asbestos Liability, including the costs of settlement and defense costs relating to currently pending claims and future claims projected to be filed against the Corporation through the estimated final date by which the Corporation expects to have settled all asbestos-related claims in 2052. The Corporation’s previous estimate was for asbestos claims filed or projected to be filed against the Corporation through 2026. Our ability to reasonably estimate this liability through the expected final date of settlement for all asbestos-related claims of this litigation instead of a ten-year period was based on several factors:  

• There have been generally favorable trends developments in the trend of case law which has been a contributing factor in stabilizing the asbestos claims activity and related settlement and defense costs;

• There have been significant actions taken by certain state legislatures and courts that have reduced the number and type of claims that can proceed to trial;

• The Corporation has coverage-in-place agreements with almost all of its excess insurers which enables the Corporation to project a stable relationship between settlement and defense costs paid by the Corporation and reimbursements from its insurers; and

• Annual settlements with respect to groups of cases with certain plaintiff firms have helped to stabilize indemnity payments and defense costs.

Taking these factors into consideration, the Corporation believes there is greater predictability of outcomes from settlements, a reduction in the volatility of defense costs, and it has gained substantial experience as an asbestos defendant. As a result, the

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Corporation believes the uncertainty in estimating the Asbestos Liability beyond 10 years has been reduced and it now has sufficient information to estimate the Asbestos Liability through 2052, the estimated final date by which the Corporation expects to have settled all asbestos-related claims.

The Corporation’s reserve at December 31, 2018, for the total costs, including defense costs, for Asbestos Liability claims pending or projected to be asserted through 2052, was $227,922. Defense costs are estimated at 80% of settlement costs. The Corporation’s receivable at December 31, 2018, 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 December 31, 2018, and the probable payments and reimbursements relating to the estimated indemnity and defense costs for pending and unasserted future Asbestos Liability claims, was $152,508.

The following table summarizes activity relating to insurance recoveries for each of the years ended December 31, 2018, and 2017.

	2018			2017
Insurance receivable – asbestos, beginning of the year	$	100,342		$	115,945
Settlement and defense costs paid by insurance carriers		(17,420	)		(15,603	)
Changes in estimated coverage		69,586			0
Insurance receivable – asbestos, end of the year	$	152,508		$	100,342

The insurance receivable recorded by the Corporation does not assume any recovery from insolvent carriers and a substantial majority of the insurance recoveries deemed probable is 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 amounts recorded by the Corporation for Asbestos Liability and insurance receivable 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 Nathan’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, compliance by relevant parties with the terms of the Settlement Agreements, 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 receivable 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 receivable 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.

NOTE 19 – INCOME TAXES:

On December 22, 2017, the U.S. federal government enacted the Tax Reform, to become effective as of January 1, 2018, which, among other things, lowered the U.S. corporate statutory income tax rate from 35% to 21%, implemented a modified territorial tax system and imposed a one-time tax on deemed repatriated earnings of foreign subsidiaries. In response to the Tax Reform, Staff Accounting Bulletin No. 118 (SAB 118) was issued to address the application of U.S. Generally Accepted Accounting Principles in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Reform. Accordingly, for 2017, the Corporation recorded provisional amounts for certain effects of the Tax Reform by making a reasonable estimate of the:  (i) one-time repatriation transition tax; (ii) increased bonus depreciation for assets placed in service on or after September 27, 2017; and (iii) effects on the Corporation’s existing deferred income tax balances. In 2018, the Corporation recorded adjustments to the provisional amounts and completed its accounting for tax effects of the Tax Reform.

In 2017, the Tax Reform negatively impacted the Corporation’s income tax provision by approximately $1,565, principally related to the one-time repatriation transition tax offset by income tax benefits resulting from 100% bonus depreciation. Originally, there was no cash outlay due to the Tax Reform; however, it reduced the amount of the Corporation’s carry back refund that it would have been

52

able to receive. Additionally, there was no significant impact from remeasuring its U.S. deferred income tax assets and liabilities at the new enacted statutory income tax rate since these net deferred income tax assets were fully valued.

After further guidance was issued in 2018 from the Internal Revenue Service, the Corporation elected with the filing of its 2017 U.S. Corporate income tax return to record separately the one-time repatriation transition tax liability of approximately $2,369 which, as permitted, will be remitted over eight years. As a result, the Corporation increased its income tax receivable related to the carry back of the 2017 net operating loss and generated AMT credits by the combined amount of $1,419. Lastly, the Corporation further increased the 2017 U.S. federal net operating loss carryforward by approximately $741; however, there was no net tax impact as this deferred tax asset is fully valued. During 2018, the Corporation received approximately $3,500 of U.S. federal income tax refunds.

(Loss) income from continuing operations before income taxes and gain on sale of joint venture is comprised of the following:

	2018			2017
Domestic	$	(48,169	)	$	(16,988	)
Foreign		4,362			(454	)
Loss from continuing operations before income taxes and gain on sale of    joint venture	$	(43,807	)	$	(17,442	)

At December 31, 2018, the Corporation has federal net operating loss carryforwards of $18,745, of which $12,011 can be carried forward indefinitely, but will be limited to 80 percent of taxable income in any given year. The balance of $6,734 will begin to expire in 2035. Additionally, at December 31, 2018, the Corporation had state net operating loss carryforwards of $40,550, which begin to expire in 2019, foreign net operating loss carryforwards from continuing operations of $52,332, which begin to expire in 2019, and capital loss carryforwards of $768, which do not expire.

The income tax provision (benefit) for continuing operations consisted of the following:

	2018			2017
Current:
Federal	$	1,166		$	(4,698	)
State		73			(440	)
Foreign		839			606
Current income tax provision (benefit)		2,078			(4,532	)
Deferred:
Federal		(10,881	)		1,259
State		(2,189	)		(112	)
Foreign		3,350			1,876
Increase in valuation allowance		7,910			154
Deferred income tax (benefit) provision		(1,810	)		3,177
Total income tax provision (benefit)	$	268		$	(1,355	)

During 2018, the Corporation released the valuation allowance previously established against the net deferred income tax assets of ATR on the basis that it was “more likely than not” the assets would be realized due to continued earnings and forecasts sufficient to utilize the net deferred income tax assets.  

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The difference between statutory U.S. federal income tax and the Corporation’s effective income tax was as follows:

	2018			2017
Computed at statutory rate	$	(8,943	)	$	(5,635	)
Tax differential on non-U.S. earnings		56			(108	)
State income taxes		(2,131	)		(398	)
Meals and entertainment		76			138
Alternative minimum tax credits		(433	)		0
Increase in valuation allowance		7,910			154
Repatriation transition tax impact		1,383			3,284
Adjustments to net operating losses		1,879			0
Reclassification of discontinued operations increase in valuation    allowance		0			930
Other – net		471			280
Total income tax provision (benefit)	$	268		$	(1,355	)

Deferred income tax assets and liabilities as of December 31, 2018, and 2017, are summarized below. Unremitted earnings of the Corporation’s non-U.S. subsidiaries and affiliates are deemed to be permanently reinvested and, accordingly, no deferred income tax liability has been recorded. If the Corporation were to remit any foreign earnings to the U.S., the estimated tax impact would be insignificant.

	2018			2017
Assets:
Employment – related liabilities	$	10,667		$	10,971
Pension liability – foreign		996			1,633
Pension liability – domestic		8,527			9,004
Liabilities related to discontinued operations		144			186
Capital loss carryforwards		305			308
Asbestos-related liability		18,894			12,179
Net operating loss – domestic		3,936			674
Net operating loss – state		3,057			2,782
Net operating loss – foreign		9,514			12,232
Inventory related		3,905			2,711
Impairment charge associated with investment in MG		1,050			1,155
Other		3,208			3,357
Gross deferred income tax assets		64,203			57,192
Valuation allowance		(33,881	)		(26,933	)
		30,322			30,259
Liabilities:
Depreciation		(25,420	)		(26,784	)
Intangible assets – finite life		(1,181	)		(1,564	)
Intangible assets – indefinite life		(550	)		(605	)
Other		(147	)		(149	)
Gross deferred income tax liabilities		(27,298	)		(29,102	)
Net deferred income tax assets	$	3,024		$	1,157

Unrecognized tax benefits and changes in unrecognized tax benefits for the years ended December 31, 2018, and 2017, are insignificant. If the unrecognized tax benefits were recognized, the effect on the Corporation’s effective income tax rate would also be insignificant. The amount of penalties and interest recognized in the consolidated balance sheets as of December 31, 2018, and 2017, and in the consolidated statements of operations for 2018 and 2017 is insignificant.

The Corporation is subject to taxation in the United States, various states and foreign jurisdictions, and remains subject to examination by tax authorities for tax years 2015 – 2018. The Corporation is currently under audit by the Internal Revenue Service of its consolidated federal tax returns for the 2014 – 2016 tax years. Additionally, the Corporation’s subsidiary, UES, is currently under audit by the Pennsylvania Department of Revenue for the 2015 and 2016 tax years. No material changes are anticipated.

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NOTE 20 – ENVIRONMENTAL MATTERS:

The Corporation is currently performing certain remedial actions in connection with the sale of real estate previously owned and periodically incurs costs to maintain compliance with environmental laws and regulations. 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, the potential liability for remedial actions and environmental compliance measures of approximately $324 at December 31, 2018, is considered adequate based on information known to date.

NOTE 21 – RELATED PARTIES:

ATR has a loan outstanding with its minority shareholder. The loan originally matured in 2008 but has been renewed continually for one-year periods. Interest does not compound and has accrued on the outstanding balance, since inception, at the three-to-five-year loan interest rate set by the People’s Bank of China in effect at the time of renewal. The loan balance approximated $4,056 (RMB 27,901) at December 31, 2018, and $5,325 (RMB 34,655) at December 31, 2017. During 2018, ATR repaid $449 (RMB 3,090) in principal and $145 (RMB 1,000) in accrued interest. Additionally, the shareholders converted a portion of their loans outstanding with ATR to equity. The conversion was in proportion to their respective ownership interest, with TISCO converting $872 (RMB 6,000) of its loans to equity. The interest rate for 2018 approximated 5%, and accrued interest approximated $2,297 (RMB 15,800) and $2,682 (RMB 17,457) as of December 31, 2018, and 2017, which is recorded in other current liabilities. Purchases from ATR’s minority shareholder and its affiliates, which were in the ordinary course of business, approximated $11,248 (RMB 77,356) and $7,752 (RMB 52,418) in 2018 and 2017, respectively. Excluding the loan and interest outstanding, the amount payable to ATR’s minority shareholder and its affiliates approximated $208 (RMB 1,429) and $296 (RMB 1,929) at December 31, 2018, and 2017, respectively. Sales to ATR’s minority shareholder and its affiliates, which were in the ordinary course of business, approximated $11,697 (RMB 77,464) and $8,564 (RMB 57,909) for 2018 and 2017, respectively. No amounts were due from ATR’s minority shareholder or its affiliates as of December 31, 2018, or 2017.

NOTE 22 – BUSINESS SEGMENTS:

The Corporation organizes its business into two operating segments—Forged and Cast Engineered Products and Air and Liquid Processing. Summarized financial information concerning the Corporation’s reportable segments is shown in the following tables. Corporate assets included under Identifiable Assets represent primarily cash and cash equivalents and other items not allocated to reportable segments. Long-lived assets exclude deferred income tax assets. Corporate costs are comprised of operating costs of the corporate office and other costs not allocated to the segments. The accounting policies are the same as those described in Note 1.

	Net Sales				(Loss) Income from Continuing Operations Before Income Taxes and Gain on Sale of Joint Venture
	2018		2017		2018			2017
Forged and Cast Engineered Products	$	329,530	$	297,283	$	(6,605	)	$	(6,887	)
Air and Liquid Processing(1)		89,902		87,872		(22,129	)		10,682
Total Reportable Segments		419,432		385,155		(28,734	)		3,795
Corporate costs, including other income (expense)	0		0			(15,073	)		(21,237	)
Consolidated total	$	419,432	$	385,155	$	(43,807	)	$	(17,442	)

	Capital Expenditures				Depreciation and Amortization Expense				Identifiable Assets(2)
	2018		2017		2018		2017		2018		2017
Forged and Cast Engineered Products	$	8,801	$	12,277	$	20,189	$	20,113	$	348,017	$	380,437
Air and Liquid Processing		911		560		996		1,072		187,449		132,341
Corporate		7		174		194		191		15,415		19,031
	$	9,719	$	13,011	$	21,379	$	21,376	$	550,881	$	531,809

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	Long-Lived Assets(3)				(Loss) Income from Continuing Operations Before Income Taxes and Gain on Sale of Joint Venture
Geographic Areas:	2018		2017		2018			2017
United States	$	268,731	$	235,646	$	(48,234	)	$	(18,122	)
Foreign		71,334		76,684	$	4,427		$	680
	$	340,065	$	312,330	$	(43,807	)	$	(17,442	)

(1) (Loss) income from continuing operations before income taxes and gain on sale of joint venture for the Air and Liquid Processing segment for 2018 includes a charge of $32,910 for the estimated costs of asbestos-related litigation through 2052, the estimated final date by which the Corporation expects to have settled all asbestos-related claims, net of estimated insurance recoveries.

(2) Identifiable assets exclude assets of discontinued operations.Identifiable assets for the Forged and Cast Engineered Products segment include investments in joint ventures of $2,175 at December 31, 2018, and 2017. The change in the identifiable assets of the Air and Liquid Processing segment relates primarily to the movement in asbestos-related insurance receivables, the balances of which equaled $152,508 and $100,342 at December 31, 2018, and 2017, respectively.

(3) Foreign long-lived assets represent primarily assets of the foreign operations, excluding assets of discontinued operations. Long-lived assets of the U.S. include noncurrent asbestos-related insurance receivables of $135,508 and $87,342 for 2018 and 2017, respectively.

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QUARTERLY INFORMATION – UNAUDITED

Not applicable.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Ampco-Pittsburgh Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Ampco-Pittsburgh Corporation and subsidiaries (the “Corporation”) as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2018 and 2017, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Corporation’s internal control over financial reporting as of December 31, 2018, based on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 18, 2019, expressed an unqualified opinion on the Corporation’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on the Corporation’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Pittsburgh, Pennsylvania

March 18, 2019

We have served as the Corporation’s auditor since 1999.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

The Corporation did not experience any changes in, or disagreements with its accountants on, accounting and financial disclosure during the period covered.

ITEM 9A. CONTROLS AND PROCEDURES

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 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 at the reasonable assurance level as of December 31, 2018.

Management’s Annual Report on Internal Control Over Financial Reporting. The Corporation’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a – 15(f) under the Securities Exchange Act of 1934, as amended). Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Effective internal control over financial reporting can only provide reasonable assurance that the objectives of the control process are met. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Further, the design of internal control over financial reporting includes the consideration of the benefits of each control relative to the cost of the control.

Management assessed the effectiveness of internal control over financial reporting as of December 31, 2018. In making this assessment, management used the criteria set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on those criteria and management’s assessment, management, including the principal executive officer and principal financial officer, concluded that the Corporation’s internal control over financial reporting was effective as of December 31, 2018.

The Corporation’s independent registered public accounting firm, Deloitte & Touche LLP, has issued an attestation report on the Corporation’s internal control over financial reporting which is included herein.

Changes in Internal Control Over Financial Reporting. There were no changes in the Corporation’s internal control over financial reporting during the quarter ended December 31, 2018, that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.  

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Ampco-Pittsburgh Corporation

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Ampco-Pittsburgh Corporation and subsidiaries (the “Corporation”) as of December 31, 2018, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on the criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2018, of the Corporation and our report dated March 18, 2019, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Corporation’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Pittsburgh, Pennsylvania

March 18, 2019

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ITEM 9B. OTHER INFORMATION

None

61

– PART III –

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information about the Corporation’s directors required by Item 401 of Regulation S-K and not otherwise set forth below is contained under the caption “Proposal 1: Election of Directors” in the Corporation’s definitive Proxy Statement for the 2019 Annual Meeting of Shareholders (the “Proxy Statement”) which the Company anticipates filing with the Securities and Exchange Commission, pursuant to Regulation 14A, not later than 120 days after the end of the Corporation’s fiscal year, and is incorporated herein by reference. The information required by Item 401 of Regulation S-K regarding executive officers is set forth in Part I, Item 1 of this report under “Executive Officers.”

The information required by Item 405 of Regulation S-K is contained under the caption “Security Ownership of Certain Beneficial Owners and Management” of the Proxy Statement and is incorporated by reference.

The Corporation and its subsidiaries have adopted a Code of Business Conduct and Ethics that applies to all of their officers, directors and employees, as well as an additional Code of Ethics that applies to the Corporation’s Chief Executive Officer and Chief Financial Officer, are available on the Corporation’s website at www.ampcopittsburgh.com.

The information required by Items 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is included under the captions “Corporate Governance – Director Nominating Procedures” and “Board Committees; Director Compensation; Stock Ownership Guidelines – Audit Committee” of the Proxy Statement and is incorporated by reference.

ITEM 11. EXECUTIVE COMPENSATION

The information required for this Item 11 is contained in the Proxy Statement under the captions “Director Compensation,” “Compensation Overview,” and “Potential Payments upon Termination, Resignation or Change in Control.”

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS

The information required by Item 201(d) of Regulation S-K relating to securities authorized for issuance under equity compensation plans is contained under the caption “Outstanding Equity Awards at Fiscal Year End” of the Proxy Statement and is incorporated by reference.

The information required by Item 403 of Regulation S-K is contained under the captions “Security Ownership of Certain Beneficial Owners and Management” of the Proxy Statement and is incorporated by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Item 404(a) of Regulation S-K is contained under the caption “Certain Relationships and Related Transactions” in the Proxy Statement and is incorporated by reference.

The information required by Item 407(a) of Regulation S-K is contained under the caption “Corporate Governance – Board Independence” of the Proxy Statement and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by Item 14 is contained in the Proxy Statement under the caption “Ratification of the Appointment of Deloitte & Touche as the Independent Registered Public Accounting Firm for 2019” is incorporated herein.

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– PART IV –

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

THE FOLLOWING DOCUMENTS ARE FILED AS PART OF THIS REPORT:

1. Financial Statements

– Consolidated Balance Sheets

– Consolidated Statements of Operations

– Consolidated Statements of Comprehensive Income (Loss)

– Consolidated Statements of Shareholders’ Equity

– Consolidated Statements of Cash Flows

– Notes to Consolidated Financial Statements

– Report of Independent Registered Public Accounting Firm

2. Financial Statement Schedules

The following additional financial data should be read in conjunction with the consolidated financial statements in this Annual Report on Form 10-K. Schedules not included with this additional financial data have been omitted because they are not applicable or the required information is shown in the financial statements or notes thereto:

	Schedule Number	Page Number
Index to Ampco-Pittsburgh Corporation Financial Data		68
Report of Independent Registered Public Accounting Firm		69
Valuation and Qualifying Accounts	II	70

3. Exhibits

Exhibit No.

2.1	Share Sale and Purchase Agreement, dated December 2, 2015, by and between, inter alia, Åkers Holdings AB and Ampco-Pittsburgh Corporation, incorporated by reference to Current Report on Form 8-K filed on December 8, 2015.
2.2	Addendum to Share Sale and Purchase Agreement, dated March 1, 2016, among Ampco-Pittsburgh Corporation, Ampco UES Sub, Inc., Altor Fund II GP Limited, and Åkers Holding AB, incorporated by reference to Current Report on Form 8-K filed on March 7, 2016.
2.3	Second Addendum to Share Sale and Purchase Agreement, dated March 3, 2016, among Ampco-Pittsburgh Corporation, Ampco UES Sub, Inc., Altor Fund II GP Limited, and Åkers Holding AB, incorporated by reference to Current Report on Form 8-K filed on March 7, 2016.
2.4	Purchase Agreement, dated November 1, 2016, by and among Ampco UES Sub, Inc., ASW Steel Inc., CK Pearl Fund, Ltd., CK Pearl Fund LP, and White Oak Strategic Master Fund, L.P., incorporated by reference to Current Report on Form 8-K filed on November 4, 2016.
3.1	Restated Articles of Incorporation, effective as of August 11, 2017, incorporated by reference to Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.
3.2	Amended and Restated By-laws, incorporated by reference to Current Report on Form 8-K filed on December 23, 2015.
10.2	Shareholder Support Agreement, dated March 3, 2016, by and between Ampco-Pittsburgh Corporation and Altor Fund II GP Limited, incorporated by reference to Current Report on Form 8-K filed on March 7, 2016.
10.3	1988 Supplemental Executive Retirement Plan, as amended and restated December 17, 2008, and further amended on July 1, 2015, incorporated by reference to the 2008 Annual Report on Form 10-K and Quarterly Report on Form 10-Q filed on August 10, 2015.
10.4	Ampco-Pittsburgh Corporation 2008 Omnibus Incentive Plan, incorporated by reference to the Definitive Proxy Statement for the 2008 Annual Meeting of Shareholders filed on March 10, 2008.
10.5	Ampco-Pittsburgh Corporation 2011 Omnibus Incentive Plan, incorporated by reference to the Definitive Proxy Statement for the 2011 Annual Meeting of Shareholders filed on March 22, 2011.

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10.6	Ampco-Pittsburgh Corporation 2016 Omnibus Incentive Plan, incorporated by supplement to the Definitive Proxy Statement for the 2016 Annual Meeting of Shareholders filed on March 25, 2016.
10.7	Change in Control Agreement between Ampco-Pittsburgh Corporation and Maria Trainor, dated June 1, 2015, incorporated by reference to the Quarterly Report on Form 10-Q filed on August 10, 2015.
10.8	Amended and Restated Change in Control Agreement between Ampco-Pittsburgh Corporation and Rose Hoover, dated November 4, 2015, incorporated by reference to the Quarterly Report on Form 10-Q filed on November 6, 2015.
10.9	Amended and Restated Change in Control Agreement between Ampco-Pittsburgh Corporation and Dee Ann Johnson, dated November 4, 2015, incorporated by reference to the Quarterly Report on Form 10-Q filed on November 6, 2015.
10.10	Amended and Restated Change in Control Agreement among Ampco-Pittsburgh Corporation, Air & Liquid Systems Corporation, and Terrence W. Kenny, dated November 4, 2015, incorporated by reference to the Quarterly Report on Form 10-Q filed on November 6, 2015.
10.11	Change in Control Agreement between Ampco-Pittsburgh Corporation and Michael G. McAuley, dated April 25, 2016, incorporated by reference to the Current Report on Form 8-K filed on April 25, 2016.
10.12	Amendment No. 1 to Amended and Restated Union Electric Steel Corporation Retirement Restoration Plan for Robert G. Carothers, effective as of July 1, 2015, incorporated by reference to the Quarterly Report on Form 10-Q filed on August 10, 2015.
10.13	Retirement and Consulting Agreement, effective as of May 1, 2016, by and between Union Electric Steel Corporation and Robert G. Carothers, incorporated by reference to Current Report on Form 8-K filed on May 3, 2016.
10.14	Revolving Credit and Security Agreement, effective as of May 20, 2016, among Ampco-Pittsburgh Corporation and PNC Bank, National Association, as administrative agent, and certain lenders, the guarantors, and the other agents party thereto, incorporated by reference to Current Report on Form 8-K filed on May 24, 2016.
10.15	First Amendment to Revolving Credit and Security Agreement, dated October 31, 2016, by and among Ampco-Pittsburgh Corporation and PNC Bank, National Association, as administrative agent, and certain lenders, the guarantors, and the other agents party thereto, incorporated by reference to Current Report on Form 8-K filed on November 4, 2016.
10.16	Second Amendment to Revolving Credit and Security Agreement, dated March 2, 2017, by and among Ampco-Pittsburgh Corporation and PNC Bank, National Association, as administrative agent, and certain lenders, the guarantors, and the other agents party thereto, incorporated by reference to Current Report on Form 8-K filed on March 7, 2017.
10.17	Form of Notice of Grant of Restricted Stock Unit Award (Time-Vesting), incorporated by reference to Annual Report on Form 10-K filed on March 16, 2017.
10.18	Form of Notice of Grant of Restricted Stock Unit Award (Performance-Vesting), incorporated by reference to Annual Report on Form 10-K filed on March 16, 2017.
10.19	Amendment No. 1 to Retirement and Consulting Agreement by and between Union Electric Steel Corporation and Robert G. Carothers, effective as of June 1, 2017, incorporated by reference to Quarterly Report on Form 10-Q filed on August 9, 2017.
10.20	Change in Control Agreement between Ampco-Pittsburgh Corporation and J. Brett McBrayer, dated July 1, 2018, incorporated by reference to Amendment No. 1 to the Quarterly Report on Form 10-Q filed on August 17, 2018.
10.21	Change in Control Agreement among Ampco-Pittsburgh Corporation, Union Electric Steel Corporation and Timothy R. Clutterbuck, dated June 22, 2018, incorporated by reference to Amendment No. 1 to the Quarterly Report on Form 10-Q/A filed on August 17, 2018.
10.22	Offer Letter between Ampco-Pittsburgh Corporation and J. Brett McBrayer, dated June 16, 2018, incorporated by reference to Amendment No. 1 to Quarterly Report on Form 10-Q/A filed on August 17, 2018.
10.23	Ampco-Pittsburgh Corporation Executive Severance Plan, effective June 21, 2018, incorporated by reference to Current Report on Form 8-K filed on June 27, 2018.
10.24	Retirement and Consulting Agreement, effective June 30, 2018, between Ampco-Pittsburgh Corporation and John S. Stanik, incorporated by reference to Current Report on Form 8-K filed on July 16, 2018.
10.25	Master Lease Agreement between Union Electric Steel Corporation and Store Capital Acquisitions, LLC, dated September 28, 2018, incorporated by reference to Quarterly Report on Form 10-Q filed on November 9, 2018.

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10.26	Unconditional Guaranty of Payment and Performance between Ampco-Pittsburgh Corporation and Store Capital Acquisitions, LLC, dated September 28, 2018, incorporated by reference to Quarterly Report on Form 10-Q filed on November 9, 2018.
10.27	Third Amendment to the Revolving Credit and Security Agreement, dated September 28, 2018, by and among Ampco-Pittsburgh Corporation and PNC Bank, National Association, as administrative agent, and certain lenders, guarantors and other agents party thereto, incorporated by reference to Quarterly Report on Form 10-Q filed on November 9, 2018.
10.28	Confidential Separation and Release Agreement between Union Electric Steel Corporation and Rodney L. Scagline, effective as of January 21, 2019, filed herewith.
10.29	Amendment No. 2 to Retirement and Consulting Agreement by and between Union Electric Steel Corporation and Robert G. Carothers, effective as of January 1, 2019, filed herewith.
10.30	Change in Control Agreement, among Ampco-Pittsburgh Corporation, Union Electric Steel Corporation and Samuel C. Lyon, dated as of March 6, 2019, filed herewith.
21	Significant Subsidiaries
23.1	Consent of Deloitte & Touche LLP
23.2	Consent of Nathan Associates Inc.
31.1	Certification of Principal Executive Officer pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.
32.2	Certification of Principal Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.
101	Interactive Data File (XBRL)

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ITEM 16. FORM 10-K SUMMARY

Not applicable.

66

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

March 18, 2019	AMPCO-PITTSBURGH CORPORATION
	By:	/s/ J. Brett McBrayer
		Name:	J. Brett McBrayer
		Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in their capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ J. Brett McBrayer	Director and Chief Executive Officer (Principal Executive Officer)	March 18, 2019
J. Brett McBrayer
/s/ Michael G. McAuley	Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	March 18, 2019
Michael G. McAuley
/s/ James J. Abel	Director	March 18, 2019
James J. Abel
/s/ Leonard M. Carroll	Director	March 18, 2019
Leonard M. Carroll
/s/ Elizabeth A. Fessenden	Director	March 18, 2019
Elizabeth A. Fessenden
/s/ Michael I. German	Director	March 18, 2019
Michael I. German
/s/ William K. Lieberman	Director	March 18, 2019
William K. Lieberman
/s/ Laurence E. Paul	Director	March 18, 2019
Laurence E. Paul
/s/ Stephen E. Paul	Director	March 18, 2019
Stephen E. Paul
/s/ Carl H. Pforzheimer, III	Director	March 18, 2019
Carl H. Pforzheimer, III
/s/ Ernest G. Siddons	Director	March 18, 2019
Ernest G. Siddons

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INDEX TO AMPCO-PITTSBURGH CORPORATION FINANCIAL DATA

	Schedule Number	Page Number
Index to Ampco-Pittsburgh Corporation Financial Data		68
Report of Independent Registered Public Accounting Firm		69
Valuation and Qualifying Accounts	II	70

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Ampco-Pittsburgh Corporation

Opinion on the Financial Statement Schedule

We have audited the consolidated financial statements of Ampco-Pittsburgh Corporation and subsidiaries (the “Corporation”) as of December 31, 2018 and 2017, and for the years then ended, and the Corporation’s internal control over financial reporting as of December 31, 2018, and have issued our reports thereon dated March 18, 2019; such reports are included elsewhere in this Form 10-K. Our audits also included the financial statement schedule of the Corporation listed in the Index at Item 15. This financial statement schedule is the responsibility of the Corporation’s management. Our responsibility is to express an opinion on the Corporation’s financial statement schedule based on our audits. In our opinion, such financial statement schedule, when considered in relation to the financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ Deloitte & Touche LLP

Pittsburgh, Pennsylvania

March 18, 2019

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SCHEDULE II

Valuation and Qualifying Accounts

For the Years Ended December 31, 2018, and 2017

(in thousands)

	Additions
Description	Balance at Beginning of Period		Charged to Costs and Expenses		Charged to Other Accounts				Deductions				Other(4)			Balance at End of Period
Year ended December 31, 2018
Allowance for doubtful accounts	$	962	$	275	$	(1	)	(1)	$	(255	)		$	(3	)	$	978
Valuation allowance against gross deferred income    tax assets	$	26,933	$	0	$	7,910		(2)	$	(181	)		$	(781	)	$	33,881
Year ended December 31, 2017(5)
Allowance for doubtful accounts	$	621	$	317	$	(28	)	(1)	$	50			$	2		$	962
Valuation allowance against gross deferred income    tax assets	$	33,696	$	0	$	154		(2)	$	(7,468	)	(3)	$	551		$	26,933

(1) Represents collection of receivables previously provided for in the allowance for doubtful accounts.

(2) Represents valuation allowances established for deferred income tax assets since it is more likely than not that the assets will not be realized.

(3) Represents decrease in valuation allowance during 2017, primarily due to the reduction in the U.S. corporate statutory income tax rate from 35% to 21%..

(4) Represents primarily the impact from changes in foreign currency exchange rates.

(5) Balances and activity for the year ended December 31, 2017, have been recast to exclude ASW Steel Inc. which, as of December 31, 2018, has been recorded as a discontinued operation. See Note 2 (Discontinued Operations and Disposition) of this Annual Report on Form 10-K.

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EX-10.28

Exhibit 10.28

CONFIDENTIAL SEPARATION AND RELEASE AGREEMENT

Rodney L. Scagline (“Employee”) and UNION ELECTRIC STEEL CORPORATION (the “Company”) (collectively, the “Parties”), intending to be legally bound, enter into this Confidential Separation and Release Agreement (“Agreement”) to resolve all of their disputes, including those that have been or could have been asserted by Employee in connection with Employee’s employment relationship with the Company and termination thereof.  Accordingly, the Parties agree to the following terms:

1.Separation of Employment.  Employee’s employment with the Company shall be separated effective January 10, 2019 (the “Separation Date”).  A check will be issued to Employee on Thursday, January 31, 2019, which will reflect payment for wages earned through January 10, 2019, plus any outstanding vacation due to Employee. Employee will receive the 2018 employer non-elective contribution in Employee’s 401k account no later than January 31, 2019.  Except as set forth in this Agreement, Employee’s active benefits shall cease on the Separation Date.  All options to purchase common stock of Ampco-Pittsburgh Corporation that have not been exercised and all restricted stock units that have not vested prior to the Separation Date will be forfeited.  

2.Severance Benefits under the Ampco-Pittsburgh Corporation Executive Severance Plan.  Employee is entitled to certain severance benefits under the Ampco-Pittsburgh Corporation Executive Severance Plan, adopted on June 21, 2018 (the “Plan”), a copy of which is attached hereto as Exhibit A; provided, however, that Employee’s eligibility to receive the benefits under the Plan are subject to his compliance with the conditions set forth in Section 3.3 of the Plan.  In consideration for this Agreement and the release of claims set forth herein, pursuant to Section 4.1 of the Plan, the Company shall provide Employee certain payments and benefits as follows:

(a)Salary continuation payments for 12 months from the Separation Date equal to 12 months of Compensation (as defined in the Plan), subject to applicable withholdings; and

(b)For a period ending upon the earlier of (x) 12 months following the Separation Date, and (y) the date on which Employee becomes entitled to comparable Welfare Benefits (as defined in the Plan) from another employer, subject to Employee’s proper election to continue healthcare coverage under COBRA, payment by the Company of the Employee’s COBRA premiums, less the amount that Employee would be required to contribute for such healthcare coverage if Employee were an active employee.

In addition, the Company agrees not to challenge any claim for unemployment compensation benefits filed by Employee.

3.Adequate Consideration.  Employee acknowledges that the consideration set forth above in Paragraph 2 is satisfactory and adequate in exchange for Employee’s promises and release of claims contained herein, and that Employee is not entitled to this consideration if Employee does not sign this Agreement.  

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4.General Release of Claims.  Employee, on behalf of himself, Employee’s heirs, executors, administrators, and assigns, and intending to be legally bound, knowingly and voluntarily waives and releases the Company and its parent, affiliates, subsidiaries, divisions, insurers, predecessors, successors, assigns, and current and former employees, attorneys, officers, directors and agents (collectively, the “Released Parties”) from any and all claims, known and unknown, that Employee has or may have against the Released Parties as of the date of execution of the Agreement. This release is comprehensive and includes any claim that Employee could assert against the Released Parties based upon acts or omissions that occurred, or that could be alleged to have occurred, before Employee executes this Agreement.  This release is intended to be as comprehensive as can be conceived and the law will allow, and includes but is not limited to claims based on: negligent or intentional tortious conduct; express or implied contract; covenants of fair dealing and good faith; wrongful discharge; the Family and Medical Leave Act; Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 of the United States Code; the Employee Retirement Income Security Act of 1974 (“ERISA”); the Americans with Disabilities Act of 1990; the Age Discrimination in Employment Act; the Worker Adjustment Retraining and Notification Act; any other federal or state common law or federal, state or local laws, ordinances, or regulations, including but not limited to the Pennsylvania Human Relations Act and the Pennsylvania Wage Payment and Collection Law; any other public policy, contract, tort or common law theory; or any statutory or common law principle allowing for the recovery of fees or other expenses, including claims to attorneys' fees. This release does not apply to any claims that cannot be released as a matter of law, such as those that arise after the date Employee executes this Agreement.  Nothing herein is intended to or shall preclude Employee from filing a charge with the Equal Employment Opportunity Commission (“EEOC”), or similar state or local fair employment practices agency and/or cooperating with said agency in its investigation.  Employee, however, explicitly waives any right to file a personal lawsuit or receive monetary damages that the agency may recover against the Released Parties resulting from such charge, without regard as to who brought any said complaint or charge.  Employee further agrees that to the extent any relief, including monetary relief, is awarded against the Released Parties in favor of Employee in any such proceeding, all amounts paid as consideration under Section 2 of this Agreement shall be a setoff and credit against any such award to the fullest extent permitted by law.

5.No Other Outstanding Claims or Causes of Action; Whistleblowing.  Employee affirms that Employee has not filed with any governmental agency or court any type of action against the Released Parties.  Employee understands and agrees that, except as expressly set forth herein, if any action is brought with regard to the claims and causes of action released in this Agreement, Employee will not accept any payments or monetary relief relating to any such claims or causes of action.  Nothing in this Agreement is intended to or shall prevent, impede or interfere with Employee’s non-waivable right to receive and fully retain a monetary award from a government-administered whistleblower award program for providing information directly to a government agency.  

Employee also affirms that Employee will not voluntarily participate in any actions against the Company unless pursuant to a validly issues subpoena or court order, or otherwise required by

2

law or regulation, and that upon receipt of such instrument, Employee will notify the Company within 48 hours by providing notice to Masha Trainor, the General Counsel of Ampco-Pittsburgh Corporation, at mtrainor@ampcopgh.com.  Further, Employee affirms that Employee has not made any statement to any press or media related entity; municipal, state or federal regulatory or licensing commission; applicable governing body; or state or federal enforcement agency based on or asserting any claims relating to Employee’s employment with the Company, Employee’s separation from employment with the Company, or any of the claims released herein.

6.Confidentiality, Non-Disparagement, and Return of Property.  Employee agrees that, unless Employee is compelled to do so by law or legal process, Employee will not disclose to any other person any information regarding the terms of this Agreement, except that Employee may discuss the terms of this Agreement with Employee’s spouse,tax advisor, or an attorney with whom Employee chooses to consult regarding Employee’sconsideration of this Agreement, provided that any such individual agrees to keep that information confidential, to disclose it to no other person, and to the conditions and obligations set forth in this Section 6.  Employee affirms that Employee has not made any prior disclosures that, if made after signing this Agreement, would have violated this obligation of confidentiality.  Employee further agrees that Employee will not initiate or participate in any discussion or communication concerning or relating to Employee’s employment with the Company and the termination of that employment, except in connection with any attempt by Employee to obtain employment or work.  In addition, Employee agrees not to disparage or say or write negative things about the Released Parties.  Employee also agrees not to initiate or participate in any discussion or communication that reflects negatively on the Released Parties.

The Employee further understands that this Agreement does not limit Employee's ability to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information, without notice to the Company.

Employee shall return all Company property in Employee’s possession, including, but not limited to, company car, garage opener, American Express card, computers, cellular phones, tablets, samples, documents, files, and other information (including electronically stored information).  The Company may withhold the payments described in Section 2 of this Agreement until such time as Employee returns all Company property.

7.Interpretation.  Should any court of competent jurisdiction declare any provision of this Agreement unenforceable, all other provisions of this Agreement shall not be affected and will remain enforceable   The Parties agree that they have fully negotiated the terms of this Agreement and that its terms, provisions, and conditions shall not be interpreted or construed against either party.  

8.No Admission of Wrongdoing.  Neither the fact of this Agreement nor any of its parts shall be construed as an admission of wrongdoing or liability.  Employee specifically warrants that Employee is not aware of any illegal activity or wrongdoing by the Company.  

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9.Amendment.  This Agreement may not be modified except through a written document, signed by an authorized representative of each of the Parties, in which the Parties expressly agree to modify it.

10.Entire Agreement.  This Agreement sets forth the entire agreement and understanding between the Parties and supersedes any prior oral or written agreements or understandings between them regarding its subject matter.  Employee acknowledges that Employee has not relied on any representations, promises, or agreements of any kind made to Employee in connection with Employee’s decision to make this Agreement, except for those set forth in this Agreement.  This Agreement may be executed in one or more counterparts, all of which together shall constitute one Agreement, and each of which separately shall constitute an original document.  For the avoidance of doubt, the Confidentiality, Non-Competition and Non-Solicitation Agreement between the Parties, dated as of April 1, 2016, remains in full force and effect.  

11.Governing Law.  This Agreement shall be governed by the laws of Pennsylvania, without regard to conflict of law principles.

12.Time to Negotiate and Consider this Agreement.  In addition to having the opportunity to negotiate this Agreement, before signing it, Employee has been advised to consult with Employee’s attorney to obtain advice about Employee’s rights and obligations under this Agreement.  Employee represents that Employee has carefully read this Agreement and finds that it has been written in language that Employee understands.  Employee has been given twenty-one (21) days (although Employee may take fewer than twenty-one days to sign the Agreement) to consider whether to accept this Agreement, and has signed it only after reading, considering and understanding it.  If Employee signs this Agreement before the expiration of the twenty-one (21) day period, Employee is expressly waiving Employee’s right to consider the Agreement for any remaining portion of that reasonable period.  The Parties agree that any changes made to this Agreement from the version originally presented to Employee, whether those changes are deemed material or non-material, do not extend the reasonable period of time Employee has been given to consider this Agreement.  Upon signing the Agreement, thereby indicating Employee’s acceptance thereof, Employee has seven (7) days to revoke Employee’s acceptance of the Agreement.  This Agreement will not be effective, and Employee and the Company shall have no obligations hereunder, until the seven-day period referenced in the prior sentence has expired without Employee revoking Employee’s acceptance of the Agreement.  

[SIGNATURE PAGE FOLLOWS]

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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EMPLOYEE UNDERSTANDS THAT ONCE EMPLOYEE SIGNS BELOW, THIS DOCUMENT WILL BECOME A LEGALLY ENFORCEABLE AGREEMENT UNDER WHICH EMPLOYEE WILL BE GIVING UP RIGHTS AND CLAIMS EMPLOYEE MAY HAVE, ON THE TERMS STATED IN THIS AGREEMENT.

	EMPLOYEE
Dated 1-14-2019	/s/ Rodney L. Scagline
	Name: Rodney L. Scagline
	UNION ELECTRIC STEEL CORPORATION
Dated 1-16-2019	By: /s/ Masha Trainor
	Name: Masha Trainor
	Title: Vice President

5

Exhibit A

AMPCO-PITTSBURGH CORPORATION EXECUTIVE SEVERANCE PLAN

Article 1
Purpose

Ampco-Pittsburgh Corporation (the “Plan Sponsor”), on behalf of each participating entity included as the Company, hereby adopts the Ampco-Pittsburgh Corporation Executive Severance Plan (the “Plan”), effective as of the Effective Date.  The Plan is established to provide financial assistance to a Participant whose Employment is terminated due to an Involuntary Termination of Employment occurring on or after the Effective Date not otherwise covered by the Change in Control Agreement between a Participant and the Company (a “CIC Agreement”).

The Plan, as a “severance pay arrangement” within the meaning of Section 3(2)(B)(i) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), is intended to meet all applicable requirements of ERISA and regulations thereunder, as in effect from time to time.  The Plan is intended to be and shall be administered and maintained as an unfunded “welfare plan” under Section 3(1) of ERISA, and is intended to be exempt from the reporting and disclosure requirements of ERISA as an unfunded welfare plan for a select group of management or highly compensated employees.

The establishment of the Plan shall not affect or modify the rights of a Participant with respect to severance benefits under any individual employment agreement or change in control agreement with a Participant (exclusive of termination treatment provisions in equity awards), including a CIC Agreement (each, an “Agreement”).  In no event may a Participant receive severance benefits under both this Plan and an Agreement, or any other arrangement with the Company, except to the extent the Company expressly determines otherwise.  If a Participant has an Agreement and such Agreement provides for the payment of severance benefits in connection with a Participant’s Involuntary Termination of Employment, to the extent the events giving rise to the Involuntary Termination of Employment are covered by such Agreement, such Agreement and not this Plan shall govern the payment of severance benefits relating to such Involuntary Termination of Employment.  In addition, the establishment of this Plan does not nullify or replace any non-competition, release of claims or other agreements between the Company and any of its employees or former employees entered into in connection with any such Agreements.

Article 2
Definitions

2.1Affiliate.  All members of any controlled group within the meaning of Code Sections 414(b) and (c) that includes the Plan Sponsor.

2.2Board.  The Board of Directors of the Plan Sponsor.

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2.3Cause.  Cause shall be defined as that term is defined in the Participant’s offer letter, severance agreement or other applicable employment agreement; or, if there is no such definition, “Cause” means any conduct of a Participant contained in the following list:

(a)the Participant engaging in fraud, embezzlement, or theft in connection with the Participant’s duties or in the course of his or her employment;

(b)an act or omission by the Participant that is willfully or grossly negligent, contrary to the Company’s established policies or practices, or materially harmful to the Company’s business or reputation or to the business of the Company’s customers or suppliers as it relates to the Company;

(c)the Participant’s plea of no contest to, or conviction of, a felony;

(d)the Participant’s substantial failure to perform his or her duties after receiving notice of the failure from the Company, which failure has not been cured within thirty (30) days after the Participant receives notice of the failure; or

(e)the Participant’s breach of any non-competition or confidentiality covenant between the Participant and the Company.

2.4COBRA.  The Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

2.5Code.  The Internal Revenue Code of 1986, as amended from time to time (including any valid and binding governmental regulations, court decisions and other regulatory and judicial authority issued or rendered thereunder).

2.6Company.  The Plan Sponsor, its successor and assigns, and any of its Affiliates that, with the consent of the Plan Sponsor, adopt the Plan for the benefit of their employees.  The Plan Sponsor may act on behalf of any such adopting Affiliate for purposes of this Plan.

2.7Compensation.  An annual amount equal to the sum of (a) the Participant’s annualized base pay at the rate in effect on his or her Separation Date, plus (b) the average annual cash incentive bonus paid to the Participant for the three fiscal years immediately preceding the Separation Date, provided that (i) if the Participant has been employed for fewer than three years, the average will be based on the applicable number of years (one or two), and (ii) if the Involuntary Termination of Employment occurs in the first year of employment, no bonus amount shall be included. The annual amount of Compensation shall be determined as a monthly amount for purposes of Article 4 by dividing such amount by twelve.

2.8Disabled or Disability.  Disability means “disability” as defined from time to time under any long-term disability plan of the Company with which the Participant is employed.

2.9Effective Date.  June 21, 2018.

2.10Employment.  A Participant’s employment with the Company, beginning on the Participant’s original date of hire and ending on the Participant’s Separation Date.  

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2.11Good Reason.  “Good Reason” shall be defined as that term is defined in the Participant’s offer letter, severance agreement or other applicable employment agreement; or, if there is no such definition, “Good Reason” means the Participant’s termination of employment following the initial existence of one or more of the following conditions without the consent of the Participant: (i) a material diminution in the Participant’s base compensation; (ii) a material diminution in the Participant’s authority, duties, or responsibilities; or (iii) a material change in the geographic location at which the Participant must perform the services; provided, however, that a relocation of less than fifty (50) miles from the Participant’s then present location will not be considered a material change in geographic location.  For a termination of employment to be considered for Good Reason, the Participant must provide notice to the Plan Administrator of the existence of the condition described above within thirty (30) days of the initial existence of the condition, upon the notice of which the Company has thirty (30) days to remedy the condition.  If the condition is not remedied by the Company within thirty (30) days of the notice, the Participant must have a termination of employment within thirty (30) days after the failure to remedy the condition.

2.12Involuntary Termination of Employment.  A Participant’s termination of Employment, other than by reason of death or Disability, (a) by the Company without Cause, or (b) by the Participant for Good Reason.  

2.13Participant.  Any individual selected by the Plan Administrator to participate in the Plan pursuant to Article 3.

2.14Plan.  The Ampco-Pittsburgh Corporation Executive Severance Plan, as stated herein and as may be amended from time to time.

2.15Plan Administrator.  The Compensation Committee of the Board or any committee or other person or persons designated by the Board to administer the Plan pursuant to Section 5.2, which shall control and manage the operation and administrative of the Plan as the named fiduciary.

2.16Plan Year.  The calendar year.  The first Plan Year shall begin on the Effective Date and end on December 31, 2018.

2.17Separation Date.  A Participant’s last day of active Employment (i.e., the last day the Participant works for the Company) due to an Involuntary Termination of Employment which entitles the Participant to benefits from the Plan.

2.18Severance Benefits.  Benefits paid to a Participant pursuant to Article 4.

2.19Welfare Benefits.  The medical, dental, and vision insurance benefits provided by the Company to a given Participant (and any eligible dependents).  

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Article 3
Eligibility for Benefits Guidelines

3.1Participation Requirements.  The Plan Administrator may designate, in its sole discretion and from time to time, one or more employees of the Company to participate in the Plan as Participants.  

3.2Notice of Participation.  The Plan Administrator shall provide each Participant selected to participate in the Plan with a letter notifying the Participant of his or her participation in the Plan and the potential Severance Benefits payable under the Plan.

3.3Eligibility for Severance Benefits.  Under these guidelines, a Participant shall be eligible for Severance Benefits, as determined pursuant to Article 4, if the Participant meets all of the following conditions:

(a)incurs an Involuntary Termination of Employment;

(b)executes and returns to the Plan Administrator a general written release and waiver of claims, in such form as determined by the Plan Administrator from time to time, within 21 days (or, to the extent required by applicable law, 45 days) after the Participant’s Separation Date and does not revoke such waiver of claims within 7 days after its execution;

(c)is in compliance with all applicable employment related covenants regarding protection of confidential information, including any applicable non-compete or non-solicitation covenants;

(d)returns to the Company any property of the Company that has come into the Participant’s possession; and

(e)performs all transition and other matters required of the Participant by the Company following his or her Involuntary Termination of Employment.

3.4Ineligibility for Benefits.  Under these guidelines, a Participant shall not be eligible to receive Severance Benefits pursuant to Article 4 in the event of any of the following:

(a)The Participant’s termination of Employment for any reason other an Involuntary Termination of Employment (for example, termination of Employment by the Company for Cause, by the Participant without Good Reason, or due to the Participant’s death or Disability); or

(b)The amendment or termination of the Plan to eliminate a Participant’s eligibility to receive Severance Benefits prior to his or her Separation Date, in accordance with Section 6.1.

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Article 4
Severance Benefits Guidelines

4.1Severance Benefits.  

(a)Involuntary Termination of Employment.  Upon a Participant’s Involuntary Termination of Employment, the Participant shall be entitled to receive:

(i)salary continuation payments for 12 months (the “Severance Period”) equal to 12 months of Compensation;

(ii)for a period ending upon the earlier of (x) the number of months in the Participant’s Severance Period (determined under Section 4.1(a)(i)) following the Separation Date, (y) 18 months and (z) the date on which the Participant becomes entitled to comparable Welfare Benefits from another employer subject to the Participant’s proper election to continue healthcare coverage under COBRA, payment by the Company of the Participant’s COBRA premiums, less the amount that the Participant would be required to contribute for such healthcare coverage if the Participant were an active employee.

4.2Commencement of Severance Benefits.  The Severance Benefits payable to a Participant under Section 4.1(a) shall be paid out in installments in accordance with the Company’s payroll practices over the applicable payment periods described in Section 4.1(a)(i) and (a)(ii), beginning on the first regularly scheduled payroll date occurring on or after the 60th day following the Separation Date (the “First Payroll Date”), and any amounts that would otherwise have been paid prior to the First Payroll Date shall be paid on the First Payroll Date.  

4.3Payment of Severance Benefits Upon Death of Participant.  If a Participant dies after Severance Benefits become payable under the Plan but prior to the date payment of Severance Benefits is completed, the actuarial equivalent present value of the Severance Benefits remaining to be paid, as determined solely by the Plan Administrator, shall be paid in a single lump sum no later than March 15 following the calendar year in which the Participant’s death occurs to the Participant’s legal surviving spouse, or if none, to the Participant’s estate.  Notwithstanding any provision of the Plan to the contrary, no Severance Benefits shall be paid following the death of the Participant unless the Company receives any release, agreement, waiver or other document required to be provided by the Participant’s surviving spouse or estate, as applicable, as a condition of receipt of Severance Benefits within the time frame required under the applicable release, agreement, waiver or other document but no later than 60 days following the Participant’s death, to the extent required by the Plan Administrator.

4.4Cessation of Benefits.  Payment of Severance Benefits under the Plan shall cease immediately:

(a)Upon discovery by the Company that the Participant, while working as an employee of the Company, engaged in any activity which would have constituted Cause; or

(b)Upon discovery by the Company that the Participant has violated confidentiality, non-competition, non-solicitation or other covenants with respect to the Company to which the Participant may be subject.

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4.5Repayment of Benefits.  The Company reserves the right to recover Severance Benefits in the event a Participant violates any covenant to which he or she is subject under Section 4.6 or commits an action or conduct that constitutes Cause.

Article 5
Plan Administration

5.1Plan Administrator’s Authority.  The Plan Administrator shall have full and complete authority to enforce the Plan in accordance with its terms and shall have all powers necessary to accomplish that purpose, including, but not limited to, the following:

(a)To apply and interpret the Plan in its absolute discretion, including the authority to construe disputed provisions;

(b)To determine all questions arising in its administration, including those related to the eligibility of persons to become Participants and eligibility for Severance Benefits, and the rights of Participants;

(c)To compute and certify the amount of Severance Benefits payable to Participants;

(d)To authorize all disbursements in accordance with the provisions of the Plan;

(e)To employ and reasonably compensate accountants, attorneys and other persons to render advice or perform services for the Plan as it deems necessary;

(f)To make available to Participants upon request, for examination during business hours, such records as pertain exclusively to the examining Participant; and

(g)To appoint an agent for service of legal process.

All decisions of the Plan Administrator based on the Plan and documents presented to it shall be final and binding upon all persons.

5.2Appointment of Separate Administrator.  The Plan Sponsor may appoint a separate Plan Administrator which shall be an officer of the Plan Sponsor or a committee consisting of at least two persons.  Members of any such committee may resign by written notice to the Plan Sponsor and the Plan Sponsor may appoint or remove members of the committee.  A Plan Administrator consisting of more than one person shall act by a majority of its members at the time in office and may authorize any one or more of its members to execute any document or documents on behalf of the Plan Administrator.

5.3Claims for Benefits.  Generally, an obligation of the Plan to provide Severance Benefits to a Participant arises only when a written offer of Severance Benefits has been communicated by the Plan Administrator to the Participant.  A Participant not receiving Severance Benefits who believes that he is eligible for such benefits, or a Participant disputing the amount of Severance Benefits, or any such Participant’s or Participant’s authorized

6

representative (the “Claimant”) may request in writing that his claim be reviewed by the Plan Administrator.  All such claims for benefits must be submitted to the Plan Administrator at the address of the Plan Sponsor’s corporate headquarters within 60 days after the Participant’s termination of employment.  The review of all claims for benefits shall be governed by the following rules:

(a)Time Limits on Decision.  Unless special circumstances exist, a Claimant who has filed a claim shall be informed of the decision on the claim within 90 days of the Plan Administrator’s receipt of the written claim. This period may be extended by an additional 90 days if special circumstances require an extension of time, provided the Participant is notified of the extension within the initial 90-day period. The extension notice shall indicate:

(i)The special circumstances requiring the extension of time; and

(ii)The date, no later than 180 days after receipt of the written claim, by which the Claimant can expect to receive a decision.

(b)Content of Denial Notice.  If a claim for benefits is partially or wholly denied, the Claimant will receive a written notice that:

(i)States the specific reason or reasons for the denial;

(ii)Refers to the specific Plan provisions on which the denial is based;

(iii)Describes and explains the need for any additional material or information that the Claimant must supply in order to perfect the claim; and

(iv)Describes the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.

5.4Appeal of Denied Claims.  If the Claimant’s claim is denied and he or she wants to submit a request for a review of the denied claim, the following rules apply:

(a)Review of Denied Claim.  If a Claimant wants his or her denied claim to be reconsidered, the Claimant must send a written request for a review of the claim denial to the Plan Administrator no later than 60 days after the date on which he or she receives written notification of the denial.  The Claimant may include any written comments, documents, records or other information relating to the claim for benefits.  The Claimant shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relating to the claim for benefits.  The Plan Administrator’s review shall take into account all comments, documents, records and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

(b)Decision on Review.  The Plan Administrator shall review the denied claim and provide a written decision within 60 days of the date the Plan Administrator receives the Claimant’s written request for review.  This period may be extended by an additional 60 days

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if special circumstances require an extension of time, provided the Participant is notified of the extension within the initial 60-day period.  The extension notice shall indicate:

(i)The special circumstances requiring the extension of time; and

(ii)The date, no later than 120 days after receipt of the written request for review, by which the Claimant can expect to receive a decision.

(c)Content of Denial Notice.  If a claim for benefits is partially or wholly denied on appeal, the Claimant will receive a written notice that:

(i)States the specific reason or reasons for denial;

(ii)Refers to the specific Plan provisions on which the denial is based;

(iii)Includes a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim; and

(iv)Includes a statement of the right to bring a civil action under Section 502(a) of ERISA.

5.5Limitations on Legal Actions; Dispute Resolution.  Claimants must follow the claims procedures described in this Article 5 before taking action in any other forum regarding a claim for benefits under the Plan.  Furthermore, any such action initiated by a Claimant under the Plan must be brought by the Claimant within one year of a final determination on the claim for benefits under these claims procedures, or the Claimant’s benefit claim will be deemed permanently waived and abandoned, and the Claimant will be precluded from reasserting it.  Further, after following the claims procedures described in this Article 5, except with respect to enforcement of any covenants, the following provisions apply to any further disputes employment -related or post-employment that may arise regarding this Plan:

(a)In the event of any dispute, claim, question or disagreement arising out of or relating to this Plan, the parties shall use their best efforts to settle such dispute, claim, question or disagreement.  To this effect, they shall consult and negotiate with each other, in good faith, and, recognizing their mutual interests, attempt to reach a just and equitable resolution satisfactory to both parties.

(b)If the parties do not reach such a resolution within a period of 30 days, then any such unresolved dispute or claim, upon notice by any party to the other, shall be submitted to and finally settled by arbitration in accordance with the Commercial Arbitration Rules (the “Rules”) of the AAA in effect at the time demand for arbitration is made by any such party.  The parties shall mutually agree upon a single arbitrator within 30 days of such demand.  In the event that the parties are unable to so agree within such 30 day period, then within the following 30 day period, one arbitrator shall be named by each party.  A third arbitrator shall be named by the two arbitrators so chosen within ten 10 days after the appointment of the first two arbitrators.  In the event that the third arbitrator is not agreed upon, he or she shall be named by

8

the AAA.  Arbitration shall occur in the State of Pennsylvania or such other location as may be mutually agreed to by the parties.

(c)The award made by all or a majority of the panel of arbitrators shall be final and binding, and judgment may be entered based upon such award in any court of law having competent jurisdiction.  The award is subject to confirmation, modification, correction or vacation only as explicitly provided in Title 9 of the United States Code.  The parties acknowledge that this Plan evidences a transaction involving interstate commerce.  The United States Arbitration Act and the Rules shall govern the interpretation, enforcement, and proceedings pursuant to this Section 5.5.  Any provisional remedy which would be available from a court of law shall be available from the arbitrators to the parties to this Plan pending arbitration.  Either party may make an application to the arbitrators seeking injunctive relief to maintain the status quo, or may seek from a court of competent jurisdiction any interim or provisional relief that may be necessary to protect the rights and property of that party, until such times as the arbitration award is rendered or the controversy otherwise resolved.

(d)To the full extent permitted by law and upon presentation of appropriate documentation, all reasonable legal fees and expenses incurred by a Participant as a result of any dispute under this Section 5.5 involving the validity or enforceability of, or liability under, any provision of this Plan (including as a result of any dispute involving the amount of any payment or other benefit due pursuant to this Plan) shall be paid by the Company if the Company unreasonably or maliciously contested the validity or enforceability of any provision of this Plan.

(e)By agreeing to binding arbitration, a Participant must waive his or her right to a jury trial.  The claims covered by this Section 5.5 include any statutory claims regarding a Participant’s Employment or the termination of his or her Employment, including without limitation claims regarding workplace discrimination.

Article 6
Plan Term and Amendment

6.1Term.  The Plan shall have a term ending on the second anniversary of the Effective Date.  At least 90 days in advance of the end of the term of the Plan, the Plan Sponsor may elect to extend the term, but absent such action, the Plan shall terminate at the end of the term.  No Participant shall be eligible for severance benefits under the Plan for an Involuntary Termination of Employment that occurs after the end of the term of the Plan. Notwithstanding the foregoing, any Participant who incurs an Involuntary Termination of Employment during the term of the Plan shall remain eligible to receive the severance benefits specified in Section 4.1(a), subject to the terms and conditions of the Plan as in effect on the date of such Involuntary Termination of Employment.

6.2Power to Amend.  The Plan Sponsor may at any time amend the Plan in its sole discretion with respect to any or all Participants and Participants for any reason, including altering, reducing or eliminating benefits to be paid to Participants who have not yet experienced a Separation Date; provided, however, that any amendment that eliminates or materially reduces potential Severance Benefits for a Participant shall not be effective until one year after notice is provided to the Participant.  No amendment to the Plan shall adversely affect the severance

9

benefits payable to a Participant who had an Involuntary Termination of Employment before the date of such amendment without the Participant’s prior written consent.

6.3Successor Employer.  Any successor to all or any portion of the business of the Plan Sponsor may, with the consent of the Plan Sponsor, continue the Plan.  Such successor shall succeed to all the rights, powers, and duties of the Plan Sponsor.  The Employment of any Participant who continues in the employ of the successor shall not be deemed to have been terminated or severed for purposes of this Plan.

Article 7
Miscellaneous Provisions

7.1Section 409A.  It is intended that the payments and benefits set forth in Article 4 are, to the greatest extent possible, exempt from the application of Code Section 409A and the Plan shall be construed and interpreted accordingly.  However, if the Company (or, if applicable, the successor entity thereto) determines that all or a portion of the payments and benefits provided under the Plan constitute “deferred compensation” under Section 409A and that the Participant is a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the applicable payments shall be delayed until the first payroll date following the six-month anniversary of the Participant’s “separation from service” (as defined under Section 409A) and the Company (or the successor entity thereto, as applicable) shall (A) pay to the Participant a lump sum amount equal to the sum of the payments that the Participant would otherwise have received during such six-month period had no such delay been imposed and (B) commence paying the balance of the payments in accordance with the applicable payment schedule set forth in the Plan.  For purposes of Section 409A, each installment payment provided under the Plan shall be treated as a separate payment.  To the extent required by Section 409A, any payments to be made to a Participant upon his termination of employment shall only be made upon such Participant’s separation from service.  The Company makes no representations that the payments and benefits provided under the Plan comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of noncompliance with Section 409A.

7.2Limitation on Liability.  In no event shall the Company, the Plan Administrator or any officer or director of the Company incur any liability for any act or failure to act with respect to the Plan.

7.3Non-Assignment of Benefits.  Benefits paid under the Plan are for the sole use of Plan Participants.  Except as required by law, benefits provided under the Plan cannot be assigned, transferred or pledged to anyone as collateral for a debt or other obligation.

7.4Construction.  Words used in the masculine gender shall include the feminine and words used in the singular shall include the plural, as appropriate.

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7.5Conflict with Applicable Law.  If any provisions of ERISA or other applicable law render any provision of this Plan unenforceable, such provision shall be of no force and effect only to the minimum extent required by such law.

7.6Contract of Employment.  Nothing contained in this Plan shall be construed to constitute a contract of employment between the Company and any employee or impose on the Company an obligation to retain any Participant as an employee, to continue any Participant’s current employment status or to change any employment policies of the Company, nor shall any provision hereof restrict the right of the Company to discharge any of its employees or restrict the right of any such employee to terminate his or her employment with the Company.

7.7Source of Benefits.  The Plan is intended to be an unfunded welfare benefit plan for purposes of ERISA and a severance pay arrangement within the meaning of Section 3(2)(B)(i) of ERISA.  All benefits payable pursuant to the Plan shall be paid or provided by the Company from its general assets.  The Plan is not intended to be a pension plan described in Section 3(2)(A) of ERISA.

7.8Withholding.  The Company shall have the authority to withhold or cause to have withheld applicable income and payroll taxes from any payments made under the Plan to the extent required by law.

7.9Governing Law.  The Plan will be construed and enforced according to the laws of the State of Pennsylvania (other than its laws respecting choice of law) to the extent, if any, not preempted by ERISA.

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EX-10.29

Exhibit 10.29

AMENDMENT NO. 2 TO RETIREMENT AND CONSULTING AGREEMENT

This Amendment No. 2 (this “Amendment”) to the Retirement and Consulting Agreement (as amended to date, the “Agreement”) is entered into by and between Union Electric Steel Corporation (the “Company”) and Robert G. Carothers (the “Executive”), effective as of January 1, 2019.  All capitalized terms used but not otherwise defined herein have the meanings set forth in the Agreement.  

WHEREAS, the Company remains to be in need of the Consulting Services, and the Executive wishes to continue to provide the same.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1. The Consulting Period, as described in Section 2(a), is hereby extended until December 31, 2019.

2. The last sentence of Section 2(a) is hereby amended by replacing “2018” with “2019.”

3. Except as amended by this Amendment, the Agreement remains in full force and effect.

IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed this Amendment as of the date first written above.

UNION ELECTRIC STEEL CORPORATION

/s/ Rodney L. Scagline

Rodney L. Scagline, President

EXECUTIVE

/s/ Robert G. Carothers

Robert G. Carothers

EX-10.30

EXHIBIT 10.30

726 Bell Avenue, Suite 301

Carnegie, PA 15106

March 6, 2019

Mr. Samuel C. Lyon

Union Electric Steel Corporation

726 Bell Avenue, Suite 101
Carnegie, PA  15106

Dear Sam:

This Agreement (this “Agreement”) is entered into among you, Ampco-Pittsburgh Corporation (the "Corporation") and Union Electric Steel Corporation (“UES”), on March 6, 2019 (the “Effective Date”).

The Corporation and UES recognize your experience and potential contribution to the success of UES and the Corporation and desire to assure UES of your continued employment.  In this connection, the Board of Directors of the Corporation (the “Board”) and the Board of Directors of UES (the “UES Board”) recognize that, the possibility of a change in control may exist and that such possibility, and the uncertainty that it may raise among the Corporation's and UES’ management, may result in the departure or distraction of management personnel to the detriment of UES, the Corporation and the Corporation’s shareholders.

The Board and the UES Board have each determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Corporation's and UES’ management, including you, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a change in control of the Corporation.

In order to induce you to remain in the employ of UES, the Corporation and UES each agrees that you shall receive the severance benefits set forth in this letter agreement ("Agreement") in the event your employment with UES is terminated subsequent to a "Change in Control" (as defined in Section 2 hereof) under the circumstances described below.

1.Term of Agreement.  This Agreement will commence effective as of the date hereof and shall continue in effect until March 6, 2021; provided, however, that commencing on March 6, 2021 and on each anniversary thereafter, the term of this Agreement shall automatically be extended for one additional year unless, not later than thirty (30) days prior to such date, either the Corporation or UES shall have given notice that it does not wish to extend this

Mr. Samuel C. Lyon2

Agreement; provided, further, however, that if a Change in Control shall have occurred during the term of this Agreement, this Agreement cannot be cancelled.

2.Change in Control.

(a)Except as provided in Section 6 of this Agreement, no benefits shall be payable hereunder unless there shall have been a Change in Control as set forth below.  For purposes of this Agreement, a "Change in Control" shall be deemed to have occurred if:

(i)any "person" (as defined in Sections 13(d) and 14(d) of the Exchange Act) other than the persons or the group of persons in control of the Corporation on the date hereof is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing fifty percent (50%) or more of the combined voting power of the Corporation's then outstanding securities;

(ii)within any period of two consecutive years (not including any period prior to the execution of this Agreement) there shall cease to be a majority of the Board comprised as follows:  individuals who at the beginning of such period constitute the Board and any new director(s) whose election was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved;

(iii)the shareholders of the Corporation approve a merger of, or consolidation involving, the Corporation in which (A) the Corporation's Common Stock, par value $1.00 per share (such stock, or any other securities of the Corporation into which such stock shall have been converted through a reincorporation, recapitalization or similar transaction, hereinafter called "Common Stock of the Corporation"), is converted into shares or securities of another corporation, or into cash or other property, or (B) the Common Stock of the Corporation is not converted as described in Clause (A), but in which more than forty percent (40%) of the Common Stock of the surviving corporation in the merger is owned by Shareholders other than those who owned such amount prior to the merger; or any other transaction after which the Corporation's Common Stock is no longer to be publicly traded; in each case, other than a transaction solely for the purpose of reincorporating the Corporation in another jurisdiction or recapitalizing the Common Stock of the Corporation; or

(iv)the shareholders of the Corporation approve a plan of complete liquidation of the Corporation or an agreement for the sale or disposition by the Corporation of all or substantially all the Corporation's assets, either of which is followed by a distribution of all or substantially all of the proceeds to the shareholders.

3.Agreement of Employee.  You agree that in the event of a Potential Change in Control, you will not terminate employment with UES for any reason until the occurrence of a Change in Control.

For purposes of this Agreement, a "Potential Change in Control" shall be deemed to have occurred if (i) the Corporation enters into an agreement, the consummation of which would result in the occurrence of a Change in Control, (ii) any person (including the Corporation)

Mr. Samuel C. Lyon3

publicly announces an intention to take or to consider taking actions, which if consummated would constitute a Change in Control, or (iii) the Boardadopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control of the Corporation has occurred.

4.Termination Following a Change in Control.  

(a)If any of the events described in Section 2 constituting a Change in Control shall have occurred, you shall be entitled to the benefits provided in Section 5(d) upon the termination of your employment within twenty-four (24) months after the Change in Control has occurred, or pursuant to Section 6 prior to the Change in Control, unless such termination is (i) because of your death or Disability, (ii) by UES for Cause, or (iii) by you other than for Good Reason.

(b)For purposes of this Agreement, "Disability" shall mean that if, as a result of your incapacity due to physical or mental illness, you shall have been absent from the full-time performance of your duties with UES for six (6) consecutive months, and within thirty (30) days after written notice of termination shall have been given to you, you shall not have returned to the full-time performance of your duties.

(c)For purposes of this Agreement, termination by UES of your employment for "Cause" shall mean termination upon:

(i)the willful and continued failure by you to substantially perform duties consistent with your position with UES (other than any such failure resulting from incapacity due to physical or mental illness or termination by you for Good Reason), after a demand for substantial performance is delivered to you by the UES Board, together with a copy of the resolution of the UES Board that specifically identifies the manner in which the Board believes that you have not substantially performed your duties, which resolution must be passed by at least two-thirds (2/3) of the entire UES Board at a meeting called for the purpose and after an opportunity for you and your counsel to be heard by the UES Board, and you have failed to resume substantial performance of your duties on a continuous basis within fourteen (14) days of receiving such demand,

(ii)the willful engaging by you in conduct that is demonstrably and materially injurious to UES or the Corporation, monetarily or otherwise, as set forth in a resolution of the UES Board, which resolution must be passed by at least two-thirds (2/3) of the entire UES Board at a meeting called for the purpose and after an opportunity for you and your counsel to be heard by the UES Board, or

(iii)your conviction of a felony, or conviction of a misdemeanor involving assets of UES or the Corporation.

For purposes of this Section 4(c), no act, or failure to act, on your part shall be deemed "willful" unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest of UES and the Corporation.

(d)For purposes of this Agreement, "Good Reason" shall mean, without your express written consent, the occurrence after a Change in Control of any one or more of the following conditions, which condition continues without timely and complete remedy by the Corporation after notice, as provided below:

Mr. Samuel C. Lyon4

(i)If, following a Change in Control, your status as Presidentof UESshall not continue oryou shall not be afforded the authority, responsibilities and prerogatives of such position and report directly to the Chief Executive Officer of the Corporation or the Parent Corporation, as the case may be;

(ii)a reduction by UES in your base salary as in effect immediately before the Change in Control, a failure to increase such base salary at the same intervals as prevailed before the Change in Control in an amount at least equal to the same percentage increase as the last increase prior to the Change in Control, or a reduction in bonus after the Change in Control over the last bonus paid before the Change in Control unless there are equivalent reductions in bonuses for all executives of UES;

(iii)the requirement that you be based at a location in excess of twenty-five (25) miles from the location where you are currently based;

(iv)the failure by UES to continue in effect any of the UES employee benefit plans, policies, practices or arrangements in which you participate or under which you are entitled to benefits, or the failure by UES to continue your participation therein or benefits thereunder on substantially the same basis, both in terms of the amount of benefits provided and the level of your participation relative to other participants, as existed immediately prior to the Change in Control; or

(v)the breach of this Agreement by the Corporation or UES, as applicable, because of the Corporation's or UES’ failure to obtain a satisfactory agreement from any successor to the Corporation or UES, respectively, to assume and agree to perform this Agreement, as contemplated in Section 7.

The foregoing notwithstanding, you shall notify the Corporation within 90 days of the initial existence of a particular condition described above in this Section 4(d), and the Corporation shall have 30 days from such notice completely to remedy such particular condition so that the you are in the same position as if the condition had never occurred.  If the Corporation timely and completely remedies the condition as required above, then the particular occurrence of the particular condition for which you gave notice shall no longer constitute Good Reason.  If the Corporation does not timely and completely remedy the particular occurrence of the particular condition for which you gave notice, you shall be deemed to terminate employment for Good Reason on the 31st day following your notice to the Corporation.

(e)For purposes of this Agreement, "Parent Corporation" shall mean any "affiliate" of the Corporation that is the ultimate controlling entity of the Corporation or its successor and shall include, without limiting the generality of the foregoing, any entity (and affiliated persons and entities) that beneficially owns, directly or indirectly, fifty percent (50%) or more of the combined voting power of the then outstanding voting stock of the Corporation, or any entity that beneficially owns, directly or indirectly, forty percent (40%) or more (but less than fifty percent (50%) of the combined voting power of the then outstanding voting stock of the Corporation if such entity (or affiliated persons or entities) has at least one representative on the Board of Directors of the Corporation.

(f)"Good Reason" may be established notwithstanding your possible incapacity due to physical or mental illness, provided that Disability has not been established

Mr. Samuel C. Lyon5

pursuant to Section 4(b).  Your continued employment following the Change in Control shall not constitute a waiver of any rights hereunder including, but not limited to, rights with respect to any circumstance constituting Good Reason or rights under Section 8.

5.Compensation Upon Termination or During Incapacity.  Following a Change in Control, upon termination of your employment, or during a period of incapacity but before termination for Disability, you shall be entitled to the following benefits:

(a)During any period prior to termination for Disability in which you fail to perform your full-time duties with UES as a result of incapacity due to physical or mental illness, you shall continue to receive your Base Salary at the rate in effect at the commencement of any such period.  Following termination for Disability, your benefits shall be determined in accordance with the UES’ retirement, insurance and other applicable programs and plans then in effect.

(b)If your employment shall be terminated by UES for Cause or by you other than for Good Reason, UES shall pay to you your full Base Salary through the date of termination of your employment at the rate then in effect, plus all other amounts to which you are entitled under any compensation or benefit plans of UES at the time such amounts are due, and neither UES nor the Corporation shall have no further obligations to you under this Agreement.

(c)If your employment terminates by reason of your death, your benefits shall be determined in accordance with UES' retirement, survivor's benefits, insurance and other applicable programs and plans then in effect.

(d)If your employment by UES shall be terminated within twenty-four (24) months after the Change in Control, unless such termination is (i) by UES for Cause, (ii) because of your death or Disability, or (iii) by you other than for Good Reason, you shall be entitled to the following benefits (the "Severance Payments"):

(A)UES shall pay to you your full Base Salary through the date of termination of your employment at the rate then in effect;

(B)UES shall pay to you, as severance benefits, a lump sum severance payment equal to the sum of (i) three times your annual base salary either at the time of the Change in Control or at termination, whichever is higher, and (ii) three times your bonus paid for the prior year;

(C)as more completely described in Section 5(i), for a twenty-four (24) month period after such termination, UES will arrange to provide you at its expense with benefits under UES health, dental, disability, life insurance, and other similar employee benefit insurance plans applicable to salaried employees, or benefits substantially similar to the benefits you were receiving under such plans immediately prior to the termination of your employment;

(D)any unearned Restricted Stock Units of the Corporation granted to you under the any Stock Incentive Plan of the Corporation approved by the shareholders shall become immediately earned and vested as of the date of the termination of your employment; and

Mr. Samuel C. Lyon6

(E)all benefits payable to you under the Ampco-Pittsburgh Corporation Retirement Plan, the Ampco-Pittsburgh Corporation Supplemental Executive Retirement Plan, or any other defined benefit or retirement plan in effect at the time of such termination, in accordance with the terms and provisions thereof.

(e)Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by UES to you or for your benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (the "Payments") would be subject to the excise tax imposed by Section 4999 (or any successor provisions) of the Internal Revenue Code of 1986, as amended (the "Code"), or any interest or penalty is incurred by you with respect to such excise tax (such excise tax, together with any such interest and penalties, is hereinafter collectively referred to as the "Excise Tax"), then the Payments shall be reduced (but not below zero) if and to the extent that such reduction would result in you retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the imposition of the Excise Tax), than if you received all of the Payments.  UES shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the determination.  All determinations required to be made under this Section 5(e), including whether and when an adjustment to any Payments is required and, if applicable, which Payments are to be so adjusted, shall be made by an accounting firm selected by the Corporation (the "Accounting Firm") which shall provide detailed supporting calculations both to UES and to you within fifteen (15) business days of the receipt of notice from you that there has been a Payment, or such earlier time as is requested by UES.  In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, you shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by UES.  If the Accounting Firm determines that no Excise Tax is payable by you, it shall furnish you with a written opinion that failure to report the Excise Tax on your applicable federal income tax return would not result in the imposition of a negligence or similar penalty.  Any determination by the Accounting Firm shall be binding upon UES and you.  

(f)The payments provided for in Sections 5(d)(A) and (B) shall be made not later than the fifth day following your termination of employment pursuant to the provisions of Section 5(d); provided, however, that if the amounts of such payments cannot be finally determined on or before such day, UES shall pay to you on such day an estimate as determined in good faith by UES of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined, but in no event later than the thirtieth day after the date of such termination.  Such payments will be made in all events within 2-1/2 months following the calendar year in which such termination of employment occurred.  If the amount of the estimated payments exceeds the amount

Mr. Samuel C. Lyon7

subsequently determined to have been due, such excess shall constitute a loan by UESto you payable on the fifth day after demand by the Corporation (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code).

(g)UES shall also pay to you all legal fees and expenses incurred by you as a result of, and related to, such termination of your employment by UES for Cause, by UES other than for Cause, or by you for Good Reason (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder).

(h)You shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Agreement be reduced by any compensation earned by you as the result of employment by another employer after the date of termination of your employment, or otherwise.

(i)With respect to the continuation of certain employee benefits for twenty-four (24) months pursuant to Section 5(d)(C), the following shall apply:

(A)During the 18-month COBRA Continuation Period, the Corporation will provide coverage as follows:

(i)If you elect COBRA Continuation Coverage, you shall continue to participate in all medical, dental and vision insurance plans you were participating in on the termination date, and the Corporation shall pay the entire applicable premium.  During the COBRA Continuation Period, you shall be entitled to benefits on substantially the same basis and cost as would have otherwise been provided had you not separated from service.  To the extent that such benefits are available under the above-referenced benefit plans and you had such coverage immediately prior to termination of employment, such continuation of benefits for you shall also cover your dependents for so long as you are receiving benefits under this Section 5.  The COBRA Continuation Period for medical and dental insurance under this Section 5(i) shall be deemed to run concurrent with the continuation period federally mandated by COBRA (generally 18 months), or any other legally mandated and applicable federal, state, or local coverage period for benefits provided to terminated employees under the health care plan.  For purposes of this Agreement, (1) "COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and (2) "COBRA Continuation Period" shall mean the continuation period for medical and dental insurance to be provided under the terms of this Agreement which shall commence on the first day of the calendar month following the month in which the date of your termination falls and generally shall continue for an 18 month period.

Mr. Samuel C. Lyon8

(ii)Following the conclusion of the 18-month COBRA Continuation Period, the Corporation will provide coverage as follows:

(1)If the relevant plan is self-insured (within the meaning of Section 105(h) of the Code), and such plan permits coverage for you, then the Corporation will continue to provide coverage under the plan for an additional eighteen (18) months and will annually impute income to you for the fair market value of the premium.

(2)If, however, any such plan does not permit the continued participation following the end of the COBRA Continuation Period as contemplated above, then the Corporation shall take all commercially reasonable efforts to provide you with, or assist you in obtaining, continued medical and dental coverage comparable to the coverage you had during the COBRA Continuation Period.  It is specifically acknowledged by you that if such coverage is provided under a Corporation sponsored self-insured plan, it will be provided on an after- tax basis and you will have income imputed to you annually equal to the fair market value of the premium.  If this coverage cannot be provided by the Corporation, (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided), then as an alternative, the Corporation will reimburse you in lieu of such coverage an amount equal to your actual and reasonable cost of continuing comparable coverage.

(B)With respect to the continuation of disability, life insurance, and other similar employee benefit insurance plans applicable to salaried employees for twenty-four (24) months pursuant to Section 5(d)(C), the following shall apply:

(i)To the extent your coverage for disability, life insurance, and other similar employee benefit insurance plans applicable to salaried employees, cannot be provided under the Corporation's insurance plans, the Corporation will reimburse you for your premium cost to obtain comparable insurances coverages.

(C)Reimbursement to you pursuant to Section 5(i)(A) or (B) above will be available only to the extent that (1) such expense is actually incurred for any particular calendar year and reasonably substantiated; (2) reimbursement shall be made no later than the end of the calendar year following the year in which such expense is incurred by you; (3) no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year; and (4) the right to this reimbursement is not subject to liquidation or exchange for another benefit.  Notwithstanding the foregoing, no reimbursement will be provided for any expense incurred following the thirty-six month period of benefit continuation or for any expense which relates to coverage after such date.

(j)Notwithstanding any provision of this Agreement to the contrary, to the extent that a payment hereunder is subject to Section 409A of the Code (and not excepted therefrom) and payable on account of your separation from service, such payment shall be

Mr. Samuel C. Lyon9

delayed for a period of six months after your termination date (or, if earlier, your death) if you are a Specified Employee (namely, a "key employee", as defined in Section 416(i) of the Code without regard to paragraph (5) thereof, of the Corporation, as determined in accordance with the regulations issued under Code Section 409A and the procedures established by the Corporation).  Any such payment that would otherwise have been due or owing during such six-month period will be paid immediately following the end of the six-month period in the month following the month containing the 6-month anniversary of your date of termination, together with interest at the rate provided in Section 1274(b)(2)(B) of the Code.

6.Notice of Termination Before a Change in Control.  Notwithstanding any other provisions of this Agreement, if prior to a Change in Control there has been any statement made by the person (or an affiliate of such person) involved in such Change in Control to the effect that following such Change in Control any action or actions will be taken that would have the effect of creating a condition described in Section 4(d) that would permit you following a Change in Control to terminate your employment for Good Reason, and such statements have appeared in any proxy statement or other proxy soliciting materials, any tender offer, exchange offer, or prospectus or any other document or press release publicly issued or filed with the Securities and Exchange Commission or other governmental agency in connection with the contemplated Change in Control (including any such documents issued by the Corporation in which such statement is reported), then you shall have the right to notify the Corporation that, unless the condition that would constitute Good Reason is completely remedied prior to the effective date of the Change of Control, you intend to terminate your employment for Good Reason as of the effective date of the Change in Control, in which case your employment shall terminate on the effective date of the Change in Control and you shall be entitled to receive the payments due under Section 5(d) and (e) pursuant to the payment provisions described in Section 5(f).

7.Successors; Binding Agreement.

(a)The Corporation will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Corporation or of any division or subsidiary thereof employing you to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.  Failure of the Corporation to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle you to compensation from the Corporation in the same amount and on the same terms as you would be entitled hereunder if you terminated your employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed to be the date of termination of your employment.

(b)This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.  This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any other agreements and understandings, including the Original Agreement.

8.Notice.  For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given

Mr. Samuel C. Lyon10

when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, or to any changed address notice of which either of us shall have given to the other.

9.Miscellaneous.  No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and such officer as may be specifically designated by the Board.  The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania.

10.Validity.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

* * *

If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to the Corporation the enclosed copy of this letter, which will then constitute our agreement on this subject.

Sincerely,

AMPCO-PITTSBURGH CORPORATION

By:/s/ J. Brett McBrayer

Name: J. Brett McBrayer

Title: Chief Executive Officer

UNION ELECTRIC STEEL CORPORATION

By: /s/ Rose Hoover

Name: Rose Hoover

Title: Vice President

Accepted and Agreed to
this 6th day of March, 2019.

/s Samuel C. Lyon

Samuel C. Lyon

EX-21

EXHIBIT 21

Subsidiaries

Name	Ownership	Jurisdiction of Incorporation
Air & Liquid Systems Corporation*	100% owned by Ampco-Pittsburgh Corporation	Pennsylvania
Ampco-Pittsburgh Securities V Investment Corporation*	100% owned by Ampco-Pittsburgh Securities V L.L.C.	Delaware
Ampco-Pittsburgh Securities V L.L.C.*	100% owned by Ampco-Pittsburgh Corporation	Delaware
Union Electric Steel Corporation*	100% owned by Ampco-Pittsburgh Securities V L.L.C.	Pennsylvania
Ampco UES Sub, Inc.*	100% owned by Union Electric Steel Corporation	Delaware
The Davy Roll Company Limited*	100% owned by FCEP Europe B.V.	England
Union Electric Steel UK Limited*	100% owned by The Davy Roll Company Limited	England
Åkers AB*	100% owned by FCEP Europe B.V.	Sweden
Åkers Sweden AB*	100% owned by FCEP Europe B.V.	Sweden
Rolls Technology Inc.*	100% owned by Ampco UES Sub, Inc.	Delaware
Åkers Valji Ravne d.o.o.*	100% owned by FCEP Europe B.V.	Slovenia
Shanxi Åkers TISCO Roll Co. Ltd.*	100% owned by Åkers AB	China
Alloys Unlimited and Processing, LLC*	100% owned by Union Electric Steel Corporation	Pennsylvania
ASW Steel Inc.*	100% owned by Ampco UES Sub, Inc.	Canada
FCEP Europe B.V.*	100% owned by Ampco UES Sub, Inc.	The Netherlands

The financial statements of subsidiaries marked with an (*) have been consolidated with those of the Corporation. Names of other subsidiaries have been omitted because, considered in the aggregate as a single subsidiary, they would not constitute a significant subsidiary.

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-227567 on Form S-1, Registration Statement No. 333-222626 on Form S-3, and Registration Statements Nos. 333-152803, 333-174269 and 333-211242 on Form S-8 of our reports dated March 18, 2019, relating to the financial statements and financial statement schedule of Ampco-Pittsburgh Corporation, and the effectiveness of Ampco-Pittsburgh Corporation’s internal control over financial reporting, appearing in this Annual Report on Form 10-K of Ampco-Pittsburgh Corporation for the year ended December 31, 2018.

/s/ Deloitte & Touche LLP

Pittsburgh, Pennsylvania

March 18, 2019

EX-23.2

EXHIBIT 23.2

CONSENT OF NATHAN ASSOCIATES INC.

Nathan Associates Inc. (“Nathan”) consents to being named in Ampco-Pittsburgh Corporation’s Annual Report (“Form 10-K”) for the year ended December 31, 2018 in the form and context in which Nathan is named and to the incorporation by reference of the Form 10-K in Registration Statement No. 333-227567 on Form S-1, Registration Statement No. 333-222626 on Form S-3, and Registration Statements Nos. 333-152803, 333-174269 and 333-211242 on Form S-8.

/s/ Nathan Associates Inc.

Nathan Associates Inc.

March 18, 2019

EX-31.1

EXHIBIT 31.1

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

I, J. Brett McBrayer, certify that:

1. I have reviewed this annual report on Form 10-K 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.

March 18, 2019	By:	/s/ J. Brett McBrayer
		Director and Chief Executive Officer
		J. Brett McBrayer

EX-31.2

EXHIBIT 31.2

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

I, Michael G. McAuley, certify that:

1. I have reviewed this annual report on Form 10-K 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.

March 18, 2019	By:	/s/ Michael G. McAuley
		Senior Vice President, Chief Financial Officer and Treasurer
		Michael G. McAuley

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 Annual Report of Ampco-Pittsburgh Corporation (the “Company”) on Form 10-K for the period ended December 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date 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 operations of the Company.

March 18, 2019	By:	/s/ J. Brett McBrayer
		Director and Chief Executive Officer
		J. Brett McBrayer

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 Annual Report of Ampco-Pittsburgh Corporation (the “Company”) on Form 10-K for the period ended December 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date 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 operations of the Company.

March 18, 2019	By:	/s/ Michael G. McAuley
		Senior Vice President, Chief Financial Officer and Treasurer
		Michael G. McAuley

XML

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Mar. 11, 2019	Jun. 29, 2018
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	FY
Trading Symbol	AP
Entity Registrant Name	AMPCO PITTSBURGH CORP
Entity Central Index Key	0000006176
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		12,494,846
Entity Public Float			$ 69

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 19,713	$ 18,656
Receivables, less allowance for doubtful accounts of $978 in 2018 and $962 in 2017	69,448	81,462
Inventories	94,196	93,452
Insurance receivable – asbestos	17,000	13,000
Other current assets	7,271	11,319
Current assets of discontinued operations	20,238	22,358
Total current assets	227,866	240,247
Property, plant and equipment, net	185,661	204,133
Insurance receivable – asbestos	135,508	87,342
Deferred income tax assets	3,188	1,590
Intangible assets, net	9,225	11,021
Investments in joint ventures	2,175	2,175
Other noncurrent assets	7,496	7,659
Noncurrent assets of discontinued operations	0	11,432
Total assets	571,119	565,599
Current liabilities:
Accounts payable	38,900	35,443
Accrued payrolls and employee benefits	20,380	22,328
Debt – current portion	45,728	19,335
Asbestos liability – current portion	24,000	18,000
Other current liabilities	28,987	36,441
Current liabilities of discontinued operations	9,458	13,124
Total current liabilities	167,453	144,671
Employee benefit obligations	72,658	79,750
Asbestos liability	203,922	131,750
Deferred income tax liabilities	164	433
Long-term debt	31,881	46,818
Other noncurrent liabilities	2,072	416
Total liabilities	478,150	403,838
Commitments and contingent liabilities (Note 10)
Shareholders’ equity:
Common stock – par value $1; authorized 20,000 shares; issued and outstanding 12,495 shares in 2018 and 12,361 shares in 2017	12,495	12,361
Additional paid-in capital	154,889	152,992
Retained (deficit) earnings	(30,355)	38,348
Accumulated other comprehensive loss	(49,434)	(44,760)
Total Ampco-Pittsburgh shareholders’ equity	87,595	158,941
Noncontrolling interest	5,374	2,820
Total shareholders’ equity	92,969	161,761
Total liabilities and shareholders’ equity	$ 571,119	$ 565,599

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Statement Of Financial Position [Abstract]
Receivables, allowance for doubtful accounts	$ 978	$ 962
Common stock, par value	$ 1	$ 1
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	12,495,000	12,361,000
Common stock, shares outstanding	12,495,000	12,361,000

XML

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Income Statement [Abstract]
Net sales	$ 419,432	$ 385,155
Operating costs and expenses:
Costs of products sold (excluding depreciation and amortization)	351,839	316,983
Selling and administrative	58,068	60,164
Depreciation and amortization	21,379	21,376
Charge for asbestos litigation	32,910	0
Loss on disposal of assets	128	401
Total operating expenses	464,324	398,924
Loss from continuing operations	(44,892)	(13,769)
Other income (expense):
Investment-related income	533	133
Interest expense	(4,130)	(3,085)
Other – net	4,682	(721)
Total other income (expense)	1,085	(3,673)
Loss from continuing operations before income taxes and gain on sale of joint venture	(43,807)	(17,442)
Income tax (provision) benefit	(268)	1,355
Gain on sale of joint venture	500	1,036
Net loss from continuing operations	(43,575)	(15,051)
(Loss) income from discontinued operations, net of tax	(23,901)	3,749
Net loss	(67,476)	(11,302)
Less: Net income attributable to noncontrolling interest	1,859	787
Net loss attributable to Ampco-Pittsburgh	$ (69,335)	$ (12,089)
Net loss from continuing operations per common share:
Basic	$ (3.50)	$ (1.22)
Diluted	(3.50)	(1.22)
(Loss) income from discontinued operations per common share:
Basic	(1.92)	0.30
Diluted	(1.92)	0.30
Net loss per common share attributable to Ampco-Pittsburgh:
Basic	(5.57)	(0.98)
Diluted	$ (5.57)	$ (0.98)
Weighted average number of common shares outstanding:
Basic	12,448,000	12,330,000
Diluted	12,447,919	12,330,401

XML

Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Statement Of Income And Comprehensive Income [Abstract]
Net loss	$ (67,476)	$ (11,302)
Adjustments for changes in:
Foreign exchange translation	(6,710)	11,041
Unrecognized employee benefit costs (including effects of foreign currency translation)	3,205	7,299
Unrealized holding gains on marketable securities	0	602
Fair value of cash flow hedges	(713)	804
Reclassification adjustments for items included in net loss:
Amortization of unrecognized employee benefit costs	89	3,283
Realized gains from sale of marketable securities	0	(29)
Realized gains from settlement of cash flow hedges	(90)	(670)
Other comprehensive (loss) income	(4,219)	22,330
Comprehensive (loss) income	(71,695)	11,028
Less: Comprehensive income attributable to noncontrolling interest	1,682	904
Comprehensive (loss) income attributable to Ampco-Pittsburgh	$ (73,377)	$ 10,124

XML

Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings (Deficit) [Member]	Accumulated Other Comprehensive Loss [Member]	Noncontrolling Interest [Member]
Beginning Balance at Dec. 31, 2016	$ 149,834	$ 12,271	$ 151,089	$ 45,443	$ (60,885)	$ 1,916
Stock-based compensation	1,555		1,555
Comprehensive (loss) income:
Net (loss) income	(11,302)			(12,089)		787
Other comprehensive (loss) income	22,330				22,213	117
Comprehensive (loss) income	11,028					904
Impact from adoption of ASU 2018-02 (Note 1)	0			6,088	(6,088)
Issuance of common stock including excess tax benefits of $0	438	90	348
Cash dividends ($0.09 per share)	(1,094)			(1,094)
Ending Balance at Dec. 31, 2017	161,761	12,361	152,992	38,348	(44,760)	2,820
Impact from adoption of ASU 2016-01 (Note 1) at Dec. 31, 2017	0			632	(632)
Balance January 1, 2018, adjusted at Dec. 31, 2017	161,761	12,361	152,992	38,980	(45,392)	2,820
Stock-based compensation	1,539		1,539
Debt-to-equity conversion (Note 8)	872					872
Comprehensive (loss) income:
Net (loss) income	(67,476)			(69,335)		1,859
Other comprehensive (loss) income	(4,219)				(4,042)	(177)
Comprehensive (loss) income	(71,695)					1,682
Issuance of common stock including excess tax benefits of $0	492	134	358
Ending Balance at Dec. 31, 2018	$ 92,969	$ 12,495	$ 154,889	$ (30,355)	$ (49,434)	$ 5,374

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Consolidated Statements of Shareholders' Equity (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Issuance of common stock tax benefits	$ 0	$ 0
Cash dividends		$ 0.09
Common Stock [Member]
Issuance of common stock tax benefits	0	$ 0
Additional Paid-in Capital [Member]
Issuance of common stock tax benefits	$ 0	$ 0
Retained Earnings (Deficit) [Member]
Cash dividends		$ 0.09

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Cash flows from operating activities:
Net loss	$ (67,476)	$ (11,302)
(Loss) income from discontinued operations, net of tax	(23,901)	3,749
Net loss from continuing operations	(43,575)	(15,051)
Adjustments to reconcile net loss from continuing operations to net cash flows from operating activities:
Depreciation and amortization	21,379	21,376
Charge for asbestos litigation	32,910	0
Deferred income tax (benefit) provision	(1,810)	3,177
Difference between pension and other postretirement expense and contributions	(6,145)	(1,857)
Stock-based compensation	2,115	2,400
Gain on sale of joint venture	(500)	(1,036)
Provisions for bad debts and inventories	105	60
Provision for warranties net of settlements	(1,505)	(654)
Loss on disposal of assets	128	401
Non-cash settlement with third party	(2,425)	0
Other – net	593	1,569
Changes in assets/liabilities:
Receivables	8,918	(13,172)
Inventories	(5,402)	(13,835)
Other assets, including insurance receivable – asbestos	21,298	19,952
Accounts payable	5,217	1,174
Accrued payrolls and employee benefits	1,458	941
Other liabilities, including asbestos liability	(26,049)	(24,492)
Net cash flows provided by (used in) operating activities - continuing operations	6,710	(19,047)
Cash flows from investing activities:
Purchases of property, plant and equipment	(9,719)	(13,011)
Proceeds from sale of property, plant and equipment	605	0
Proceeds from sale of Vertical Seal	7,200	0
Proceeds from sale of investment in joint venture	500	1,500
Purchases of long-term marketable securities	(113)	(109)
Proceeds from sale of long-term marketable securities	307	327
Net cash flows used in investing activities - continuing operations	(1,220)	(11,293)
Cash flows from financing activities:
Proceeds from Revolving Credit and Security Agreement	31,471	25,349
Payments on Revolving Credit and Security Agreement	(37,500)	(5,000)
Proceeds from sale and leaseback financing transaction	19,000	0
Repayment of debt	(1,213)	(556)
Debt issuance costs	(477)	0
Dividends paid	(35)	(2,236)
Funding of discontinued operations	(14,667)	(8,632)
Net cash flows (used in) provided by financing activities - continuing operations	(3,421)	8,925
Effect of exchange rate changes on cash and cash equivalents	(1,012)	1,492
Cash flows from discontinued operations:
Net cash flows (used in) provided by operating activities - discontinued operations	(13,434)	3,208
Net cash flows used in investing activities - discontinued operations	(2,153)	(1,888)
Net cash flows provided by financing activities - discontinued operations	14,667	724
Net cash flows (used in) provided by discontinued operations	(920)	2,044
Net increase (decrease) in cash and cash equivalents	137	(17,879)
Cash and cash equivalents at beginning of year	20,700	38,579
Cash and cash equivalents at end of year	20,837	20,700
Less: cash and cash equivalents of discontinued operations	(1,124)	(2,044)
Cash and cash equivalents	19,713	18,656
Supplemental disclosures of cash flow information:
Income tax payments	1,419	844
Interest payments	1,953	1,283
Non-cash investing activities:
Purchases of property, plant and equipment in accounts payable	774	1,068
Non-cash financing activities:
Conversion of minority shareholder loan to equity (Note 8)	$ 872	$ 0

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Description of Business

12 Months Ended

Dec. 31, 2018

Accounting Policies [Abstract]

Description of Business

Description of Business

Ampco-Pittsburgh Corporation and its subsidiaries (the “Corporation”) manufacture and sell highly engineered, high-performance specialty metal products and customized equipment utilized by industry throughout the world. It operates in two business segments, the Forged and Cast Engineered Products segment and the Air and Liquid Processing segment.

The Forged and Cast Engineered Products segment produces forged hardened steel rolls, cast rolls, open-die forged products, and specialty steel ingot and cast billet products. Forged hardened steel rolls are used mainly in rolling mills by producers of steel, aluminum and other metals. Cast rolls, which are produced in a variety of iron and steel qualities, are used mainly in hot and cold strip mills, medium/heavy section mills and plate mills. Ingot and forged engineered products are used in the oil and gas industry and the aluminum and plastic extrusion industries. Specialty steel ingot and cast billet products are used primarily by the open-die industry and downstream rolled-steel producers. The segment has operations in the United States, England, Sweden, Slovenia, Canada and an equity interest in three joint venture companies in China. Collectively, the segment primarily competes with European, Asian and North and South American companies in both domestic and foreign markets and distributes a significant portion of its products through sales offices located throughout the world.

The Air and Liquid Processing segment includes Aerofin, Buffalo Air Handling and Buffalo Pumps, all divisions of Air & Liquid Systems Corporation (“Air & Liquid”), a wholly owned subsidiary of the Corporation. Aerofin produces custom-engineered finned tube heat exchange coils and related heat transfer products for a variety of industries including OEM/commercial, nuclear power generation and industrial process. Buffalo Air Handling produces large custom-designed air handling systems for institutional (e.g., hospital, university), pharmaceutical and general industrial building markets. Buffalo Pumps manufactures centrifugal pumps for the fossil-fueled power generation, marine defense and industrial refrigeration industries. The segment has operations in Virginia and New York with headquarters in Carnegie, Pennsylvania. The segment distributes a significant portion of its products through a common independent group of sales offices located throughout the United States and Canada.

Discontinued Operations

In October 2018, the Board of Directors of the Corporation approved the sale of ASW Steel Inc. (“ASW”). ASW is a specialty steel producer based in Canada and is part of the Forged and Cast Engineered Products segment. The sale of ASW represents a strategic shift that will have a major impact on the Corporation’s results of operations and has been accounted for as a discontinued operation. See Note 2.

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2018

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The Corporation’s accounting policies conform to accounting principles generally accepted in the United States of America. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to estimates and assumptions include assessing the carrying value of long-lived assets including intangibles and assets of discontinued operations held for sale, valuing the assets and obligations related to employee benefit plans, accounting for loss contingencies associated with claims and lawsuits, and accounting for income taxes. Actual results could differ from those estimates. A summary of the significant accounting policies followed by the Corporation is presented below.

Basis of Presentation

The financial information included herein reflects the consolidated financial position of the Corporation as of December 31, 2018, and 2017, and the consolidated results of its operations and cash flows for the years then ended. The Corporation has presented the assets and liabilities of ASW and its operating results and cash flows as discontinued operations in the accompanying financial statements as of and for the year ended December 31, 2018, and 2017. All footnotes exclude balances and activity of ASW unless otherwise noted. Additionally, certain prior year balances in the accompanying consolidated statement of operations and segment information for the year ended December 31 2017, have been recast to conform to the current year presentation for the adoption of Accounting Standards Update (“ASU”) 2018-14, Changes to the Disclosure Requirements for Defined Benefit Plans.

Consolidation

The accompanying consolidated financial statements include the assets, liabilities, revenues and expenses of all majority owned subsidiaries and joint ventures over which the Corporation exercises control and, when applicable, entities for which the Corporation has a controlling financial interest or is the primary beneficiary. Investments in joint ventures where the Corporation owns 20% to 50% of the voting stock and has the ability to exercise significant influence over the operating and financial policies of the joint venture are accounted for using the equity method of accounting. Investments in joint ventures where the Corporation does not have the ability to exercise significant influence over the operating and financial policies of the joint venture are accounted for using the cost method of accounting. Investments in joint ventures are reviewed for impairment whenever events or circumstances indicate the carrying amount of the investment may not be recoverable. If the estimated fair value of the investment is less than the carrying amount and such decline is determined to be “other than temporary,” then the investment may not be fully recoverable potentially resulting in a write-down of the investment value. Intercompany accounts and transactions are eliminated.

Cash and Cash Equivalents

Securities with purchased original maturities of three months or less are considered to be cash equivalents. The Corporation maintains cash and cash equivalents at various financial institutions which may exceed federally insured amounts.

Inventories

Inventories are valued at the lower of cost and net realizable value, which is defined as the estimated selling price in the ordinary course of business less reasonably predictable costs of completion, disposal and transportation. Cost includes the cost of raw materials, direct labor and overhead for those items manufactured but not yet sold or for which control has not yet transferred to the customer. Fixed production overhead is allocated to inventories based on normal capacity of the production facilities. In periods of abnormally high production, the amount of fixed overhead allocated to each unit of production is decreased so that inventories are not measured above cost. The amount of fixed overhead allocated to inventories is not increased as a consequence of abnormally low production or plant idling. Costs for abnormal amounts of spoilage, handling costs and freight costs are charged to expense when incurred. Cost of domestic raw materials, work-in-process and finished goods inventories is primarily determined by the last-in, first-out (LIFO) method. Cost of domestic supplies and foreign inventories is determined primarily by the first-in, first-out (FIFO) method.

Property, Plant and Equipment

Property, plant and equipment purchased new is recorded at cost with depreciation computed using the straight-line method over the following estimated useful lives: land improvements – 15 to 20 years, buildings – 25 to 50 years and machinery and equipment – 3 to 25 years. Property, plant and equipment acquired as part of a business combination is recorded at its estimated fair value with depreciation computed using the straight-line method over the estimated remaining useful lives based in part on third-party valuations. Expenditures that extend economic useful lives are capitalized. Routine maintenance is charged to expense. Gains or losses are recognized on retirements or disposals. Property, plant and equipment are reviewed for impairment at least annually, as of October 1, or whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. If the undiscounted cash flows generated from the use and eventual disposition of the assets are less than their carrying value, then the asset value may not be fully recoverable potentially resulting in a write-down of the asset value. Estimates of future cash flows are based on expected market conditions over the remaining useful life of the primary asset(s). In addition, the remaining depreciation period for the impaired asset would be reassessed and, if necessary, revised. Proceeds from government grants are recorded as a reduction in the purchase price of the underlying assets and amortized against depreciation over the lives of the related assets.

Intangible Assets

Intangible assets primarily consist of developed technology, customer relationships and trade name. Intangible assets with finite lives are amortized using the straight-line method over their estimated useful life, which is determined by identifying the period over which most of the cash flows are expected to be generated. Additionally, intangible assets, both finite and indefinite lived, are reviewed for impairment at least annually, as of October 1, or whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. For finite-lived intangible assets, if the undiscounted cash flows attributable to the assets are less than their carrying value, then the asset value may not be fully recoverable, potentially resulting in a write-down of the asset value. For indefinite-lived intangible assets, if the discounted cash flows attributable to the assets are less than their carrying value, then the asset value may not be fully recoverable, potentially resulting in a write-down of the asset value. Also, if the estimate of an intangible asset’s remaining useful life changes, the remaining carrying value of the intangible asset will be amortized prospectively over the revised remaining useful life.

Assets of Discontinued Operations Held for Sale

Assets are classified as “held for sale” when all of the following criteria for a plan of sale have been met: (1) management, having the authority to approve the action, commits to a plan to sell the assets; (2) the assets are available for immediate sale, in their present condition, subject only to terms that are usual and customary for sales of such assets; (3) an active program to locate a buyer and other actions required to complete the plan to sell the assets have been initiated; (4) the sale of the assets is probable and is expected to be completed within one year; (5) the assets are being actively marketed for a price that is reasonable in relation to their current fair value; and (6) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or the plan will be withdrawn. When all of these criteria have been met, the assets are classified as “held for sale” in the accompanying consolidated balance sheet. Assets classified as “held for sale” are reported at the lower of their carrying value or fair value less costs to sell. Depreciation of assets ceases upon designation as “held for sale”.

Debt Issuance Costs

Debt issuance costs are amortized as interest expense over the scheduled maturity period of the debt. The costs related to the line-of-credit arrangement are amortized over the term of the arrangement, regardless of whether there are any outstanding borrowings. Unamortized debt issuance costs are either recognized as a direct deduction from the carrying amount of the related debt or, if related to a line-of-credit facility, as an other noncurrent asset on the consolidated balance sheet.

Product Warranty

A warranty that ensures basic functionality is an assurance type warranty. A warranty that goes beyond ensuring basic functionality is considered a service type warranty. The Corporation provides assurance type warranties; it does not provide service type warranties. Provisions for assurance type warranties are recognized at the time the underlying sale is recorded. The provision is based on historical experience as a percentage of sales adjusted for potential claims when a liability is probable and for known claims.

Employee Benefit Plans

Funded Status

If the fair value of the plan assets exceeds the projected benefit obligation, the over-funded projected benefit obligation is recognized as an asset (prepaid pensions within other noncurrent assets) on the consolidated balance sheet. Conversely, if the projected benefit obligation exceeds the fair value of the plan assets, the under-funded projected benefit obligation is recognized as a liability (employee benefit obligations) on the consolidated balance sheet. Gains and losses arising from the difference between actuarial assumptions and actual experience and unamortized prior service costs are recorded as a separate component of accumulated other comprehensive loss.

Net Periodic Pension and Other Postretirement Costs

Net periodic pension and other postretirement costs includes service cost, interest cost, expected rate of return on the market-related value of plan assets, amortization of prior service costs, and recognized actuarial gains or losses. When actuarial gains or losses exceed 10% of the greater of the projected benefit obligation or the market-related value of plan assets, they are amortized to net periodic pension and other postretirement costs over the average remaining service period of the employees expected to receive benefits under the plan or over the remaining life expectancy of the employees expected to receive benefits if “all or almost all” of the plan’s participants are inactive. When actuarial gains or losses are less than 10% of the greater of the projected benefit obligation or the market-related value of plan assets, they are included in net periodic pension and other postretirement costs indirectly as a result of lower/higher interest costs arising from a decrease/increase in the projected benefit obligation. The market-related value of plan assets is determined using a five-year moving average which recognizes gains or losses in the fair market value of assets at the rate of 20% per year.

Other Comprehensive Income (Loss)

Other comprehensive income (loss) includes changes in assets and liabilities from non-owner sources including foreign currency translation adjustments, unamortized prior service costs and unrecognized actuarial gains and losses associated with employee benefit plans, changes in the fair value of derivatives designated and effective as cash flow hedges, and, through December 31, 2017, unrealized holding gains and losses on securities designated as available for sale. Effective January 1, 2018, the Corporation adopted the provisions of ASU 2016-01, Recognition and Measurement of Financial Assets and Liabilities, which requires changes in unrealized holding gains and losses on securities designated as available for sale to be recorded through net income (loss) versus other comprehensive income (loss). The impact of the adoption of ASU 2016-01 is summarized under Recently Implemented Accounting Pronouncements in Note 1.

Certain components of other comprehensive income (loss) are presented net of income tax. Foreign currency translation adjustments exclude the effect of income tax since earnings of non-U.S. subsidiaries are deemed to be reinvested for an indefinite period of time.

Reclassification adjustments are amounts which are realized during the year and, accordingly, are deducted from other comprehensive income (loss) in the period in which they are included in net income (loss) or when a transaction no longer qualifies as a cash flow hedge. Foreign currency translation adjustments are included in net income (loss) upon sale or upon complete or substantially complete liquidation of an investment in a foreign entity. With respect to employee benefit plans, unamortized prior service costs are included in net income (loss), either immediately upon curtailment of the employee benefit plan or over the average remaining service period or life expectancy of the employees expected to receive benefits, and unrecognized actuarial gains and losses are included in net income (loss) indirectly as a result of lower/higher interest costs arising from a decrease/increase in the projected benefit obligation. Prior to the adoption of ASU 2016-01, unrealized holding gains and losses on securities were included in net income (loss) when the underlying security was sold. Changes in the fair value of derivatives are included in net income (loss) when the projected sale occurs or, if a foreign currency purchase contract, over the estimated useful life of the underlying asset.

Foreign Currency Translation

Assets and liabilities of the Corporation’s foreign operations are translated at year-end exchange rates and the statements of operations are translated at the average exchange rates for the year. Gains or losses resulting from translating foreign currency financial statements are accumulated as a separate component of accumulated other comprehensive loss until the entity is sold or substantially liquidated.

Revenue Recognition

Revenue from sales is recognized when persuasive evidence of an arrangement exists, the sales price is fixed or determinable, collectability is reasonably assured, and control of the product has transferred to the customer. Persuasive evidence of an arrangement identifies the final understanding between the parties as to the specific nature and terms of the agreed-upon transaction that creates enforceable obligations. It can be in the form of an executed purchase order from the customer, combined with an order acknowledgment from the Corporation, a sales agreement or longer-term supply agreement between the customer and the Corporation, or a similar arrangement deemed to be normal and customary business practice for that particular customer or class of customer (collectively, a sales agreement). Sales agreements typically include a single performance obligation for the manufacturing of product which is satisfied upon transfer of control of the product to the customer.

The sales price required to be paid by the customer is fixed or determinable from the sales agreement. It is not subject to refund or adjustment, except for a variable-index surcharge provision which is known at the time of shipment and increases or decreases, as applicable, the selling price of a mill roll for corresponding changes in the published index cost of certain raw materials. The variable-index surcharge is recognized as revenue when the corresponding revenue for the inventory is recognized.

Likelihood of collectability is assessed prior to acceptance of an order. In certain circumstances, the Corporation may require a deposit from the customer, a letter of credit, or another form of assurance for payment. An allowance for doubtful accounts is maintained based on historical experience. Payment terms are standard to the industry and generally require payment 30 days after control transfers to the customer.

Transfer of control is assessed based on alternative use of the product manufactured and, under the terms of the sales agreement, an enforceable right to payment for performance to date. Transfer of control, and therefore revenue recognition, occurs when title, ownership and risk of loss pass to the customer. Typically, this occurs when the product is shipped to the customer (i.e., FOB shipping point), delivered to the customer (i.e., FOB destination), or, for foreign sales, in accordance with trading guidelines known as Incoterms. Incoterms are standard trade definitions used in international contracts and are developed, maintained and promoted by the ICC Commission on Commercial Law and Practice. Shipping terms vary across the businesses and typically depend on the product, country of origin and type of transportation (truck or vessel). There are no customer-acceptance provisions other than customer inspection and testing prior to shipment. Post-shipment obligations are insignificant.

Amounts billed to the customer for shipping and handling are recorded within net sales and the related costs are recorded within costs of products sold (excluding depreciation and amortization). Amounts billed for taxes assessed by various government authorities (e.g., sales tax, value-added tax, etc.) are excluded from the determination of net income (loss) and instead are recorded as a liability until remitted to the government authority.

Stock-Based Compensation

Stock-based compensation, such as stock options, restricted stock units and performance shares, is recognized over the vesting period based upon the fair value of the award at the date of grant. For stock options, the fair value is determined by the Black Scholes option pricing model and is expensed over the vesting period of three years. For restricted stock units, the fair value is equal to the closing price of the Corporation’s common stock on the New York Stock Exchange (“NYSE”) on the date of grant and is expensed over the vesting period, typically three years. For performance share awards that vest subject to a performance condition, the fair value is equal to the closing price of the Corporation’s stock on the NYSE on the date of grant. For performance share awards that vest subject to a market condition, fair value is determined using a Monte Carlo simulation model. The fair value of performance share awards is expensed over the performance period when it is probable that the performance condition will be achieved.

Derivative Instruments

Derivative instruments which include forward exchange (for foreign currency sales and purchases) and futures contracts are recorded on the consolidated balance sheet as either an asset or a liability measured at their fair value. The accounting for changes in the fair value of a derivative depends on the use of the derivative. To the extent that a derivative is designated and effective as a cash flow hedge of an exposure to future changes in value, the change in the fair value of the derivative is deferred in accumulated other comprehensive 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 sale, the foreign currency sales contract 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 loss is reclassified to earnings (net sales) with subsequent changes in fair value recorded as a component of earnings (other income/expense). Upon occurrence of the anticipated purchase, the foreign currency purchase contract is settled and the change in fair value deferred in accumulated other comprehensive loss is reclassified to earnings (depreciation and amortization expense) over the life of the underlying assets. Upon settlement of a futures contract, the change in fair value deferred in accumulated other comprehensive loss is reclassified to earnings (costs of products sold, excluding depreciation and amortization) when the corresponding inventory is sold and revenue is recognized. 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 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). Cash flows associated with the derivative instruments are recorded as a component of operating activities on the consolidated statement of cash flows.

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

Fair Value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. A hierarchy of inputs is used to determine fair value measurements with three levels. Level 1 inputs are quoted prices in active markets for identical assets or liabilities and are considered the most reliable evidence of fair value. Level 2 inputs are observable prices that are not quoted on active exchanges. Level 3 inputs are unobservable inputs used for measuring the fair value of assets or liabilities.

Legal Costs

Legal costs expected to be incurred in connection with loss contingencies are accrued when such costs are probable and estimable.

Income Taxes

Income taxes are recognized during the year in which transactions enter into the determination of financial statement income. Deferred income tax assets and liabilities are recognized for the future tax consequences of temporary differences between the book carrying amount and the tax basis of assets and liabilities including net operating loss carryforwards. A valuation allowance is provided against a deferred income tax asset when it is “more likely than not” the asset will not be realized. Similarly, if a determination is made that it is “more likely than not” the deferred income tax asset will be realized, the related valuation allowance would be reduced and a benefit to earnings would be recorded. Penalties and interest are recognized as a component of the income tax provision.

In January 2018, the Financial Accounting Standards Board (the “FASB”) released guidance on the accounting for tax on the global intangible low-taxed income (“GILTI”) provisions of the Tax Cuts and Jobs Act (the “Tax Reform”). The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. Any taxes on GILTI inclusions are accounted for as period costs.

Tax benefits are recognized in the financial statements for tax positions taken or expected to be taken in a tax return when it is “more likely than not” that the tax authorities will sustain the tax position solely on the basis of the position’s technical merits. Consideration is given primarily to legislation and statutes, legislative intent, regulations, rulings and case law as well as their applicability to the facts and circumstances of the tax position when assessing the sustainability of the tax position. In the event a tax position no longer meets the “more likely than not” criteria, the tax benefit is reversed by recognizing a liability and recording a charge to earnings. Conversely, if a tax position subsequently meets the “more likely than not” criteria, a tax benefit would be recognized by reducing the liability and recording a credit to earnings.

Earnings Per Common Share

Basic earnings per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The computation of diluted earnings per common share is similar to basic earnings per common share except that the denominator is increased to include the dilutive effect of the net additional common shares that would have been outstanding assuming exercise of outstanding stock awards, calculated using the treasury stock method. The computation of diluted earnings per share would not assume the exercise of an outstanding stock award if the effect on earnings per common share would be antidilutive. Similarly, the computation of diluted earnings per share would not assume the exercise of outstanding stock awards if the Corporation incurred a net loss since the effect on earnings per common share would be antidilutive. The weighted average number of common shares outstanding assuming exercise of dilutive stock awards was 12,447,919 for 2018, and 12,330,401 for 2017. Weighted-average outstanding stock awards excluded from the diluted earnings per common share calculation, since the effect would have been antidilutive, were 904,086 for 2018, and 1,013,008 for 2017.

Recently Implemented Accounting Pronouncements

In August 2018,the FASB issued ASU 2018-14, Changes to the Disclosure Requirements for Defined Benefit Plans, which modifies the disclosure requirements for defined benefit and other postretirement plans. The amended guidance eliminates certain disclosures associated with accumulated other comprehensive income (loss), plan assets, related parties, and the effects of interest rate basis point changes on assumed health care costs. Additionally, new disclosure requirements have been added to address significant gains and losses related to changes in benefit obligations. The guidance becomes effective for interim and annual periods beginning after December 15, 2020; however, early adoption is permitted. All amendments are required to be adopted on a retrospective basis for all periods presented. The Corporation adopted the provisions of ASU 2018-14 in its 2018 accounts (see Note 9). The new guidance did not affect the Corporation’s financial position, operating results or liquidity.

In August 2018, the FASB issued ASU 2018-13, Changes to the Disclosure Requirements for Fair Value Measurement, which requires several changes to the hierarchy associated with Level 1, 2 and 3 fair value measurements and the related disclosure requirements. The guidance becomes effective for interim and annual periods beginning after December 15, 2019; however, early adoption is permitted. The Corporation adopted the provisions of ASU 2018-13 in its 2018 accounts (see Note 13). The new guidance did not affect the Corporation’s financial position, operating results or liquidity.

In January 2018, the FASB issued ASU 2018-02, Income Statement – Reporting Comprehensive Income, which allows for a reclassification from accumulated other comprehensive income (loss) to retained earnings for the stranded tax effects resulting from the Tax Reform. A stranded tax effect is defined as the difference in the tax effect of amounts recognized as other comprehensive income (loss) items, using the income tax rate in effect at the time of recognition and the newly enacted income tax rate. The new guidance is relevant only to the reclassification of the income tax effects of the Tax Reform; accordingly, the underlying guidance that requires the effect of a change in tax laws or rates be included in income is not affected. As a result, $6,088 was reclassified between accumulated other comprehensive loss and retained earnings for the year ended December 31, 2017.

In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting, which provides guidance about which changes to the terms and conditions of a share-based payment award require an entity to apply modification accounting. No awards were modified in 2018; accordingly, the amended guidance did not affect the Corporation’s financial position, operating results or liquidity.

In March 2017, the FASB issued ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires an employer who offers defined benefit and postretirement benefit plans to report the service cost component of net periodic benefit cost in the same line item or items as other compensation costs arising from services rendered by employees during the period. The other components of net periodic benefit cost are required to be presented in the income statement separately from the service cost component and outside the subtotal of income from operations. The amendment also permits only the service cost component of net periodic benefit cost to be eligible for capitalization, when applicable. The amended guidance does not change the amount of net periodic benefit cost to be recognized, only where it is to be recognized in the income statement. The amended guidance became effective for the Corporation on January 1, 2018, and was applied retrospectively for the presentation of the service cost component and the other components of net periodic pension and other postretirement costs in the income statement. As permitted by the guidance, the Corporation used the amounts disclosed in its pension and other postretirement benefits footnote (Note 9) as the estimate to apply retrospectively. The Corporation has historically capitalized the service cost component of net periodic benefit cost to inventory, when applicable, and will continue to do so prospectively. The guidance did not affect the Corporation’s liquidity.

The effect of the retrospective guidance on the consolidated statements of operations for the year ended December 31, 2017, was as follows:

	Originally Presented(1)			Reclassification for ASU  2017-07			As Adjusted
Costs of products sold (excluding depreciation and amortization)	$	316,704		$	279		$	316,983
Selling and administrative		59,886			278			60,164
Loss from continuing operations		(13,212	)		(557	)		(13,769	)
Other – net		(1,278	)		557			(721	)
Other income (expense)		(4,230	)		557			(3,673	)
Loss from continuing operations before income taxes and gain on sale of joint    venture		(17,442	)		0			(17,442	)

The effect of the retrospective guidance on the operating results of the segments for the year ended December 31, 2017, was as follows:

	Originally Presented			Reclassification for ASU  2017-07			As Adjusted
Forged and Cast Engineered Products - operating loss(1)	$	(5,669	)	$	(1,218	)	$	(6,887	)
Air and Liquid Processing - operating income		10,427			255			10,682
Corporate costs		(17,970	)		406			(17,564	)

(1) Originally Presented figures have been recast for discontinued operations. See Note 2.

In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments, which clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows. The amended guidance became effective for the Corporation on January 1, 2018, and did not impact the presentation of its cash flow statement, and it did not affect the Corporation’s financial position, operating results or liquidity.

In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Liabilities, which simplifies the accounting and disclosures related to equity investments. ASU 2016-01 requires entities to carry certain investments in equity securities at fair value with changes in fair value recorded through net income (loss) versus other comprehensive income (loss). ASU 2016-01 does not apply to investments that qualify for the equity method of accounting or result in consolidation of the investee. The guidance became effective for the Corporation on January 1, 2018, and as required, was adopted by means of a cumulative-effect adjustment to retained earnings as of the beginning of 2018, as follows:

	Retained Earnings		AccumulatedOther Comprehensive Loss
As of January 1, 2018, as originally presented	$	38,348	$	(44,760	)
Cumulative effect of ASU 2016-01		632		(632	)
As of January 1, 2018, as adjusted	$	38,980	$	(45,392	)

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 and its related amendments outline a single comprehensive model to account for revenue from customer contracts and establish principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from a company’s contracts with customers. In accordance with Topic 606, a company recognizes revenue when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration a company expects to be entitled to receive in exchange for those goods or services. It also requires comprehensive disclosures regarding revenue recognition. The guidance became effective January 1, 2018, and could have been implemented on either a full or modified retrospective basis (cumulative-effect adjustment to January 1, 2018 retained earnings). The Corporation adopted the guidance using the modified retrospective approach and by applying it to those contracts that were not completed as of January 1, 2018. There was, however, no cumulative-effect adjustment to the Corporation’s retained earnings as of January 1, 2018, since the new guidance did not change the Corporation’s timing of revenue recognition, which continues to be at a point in time. See Note 14 for the additional disclosures.

In connection with the adoption of Topic 606, as of January 1, 2018, the Corporation elected the following practical expedients:  

• to exclude the effects of a significant financing component from the amount of promised consideration when the Corporation expects, at contract inception, that the period between the Corporation's transfer of a promised product to a customer and the customer’s payment for the product will be one year or less;  

• to exclude any amounts collected from customers for sales and similar taxes from the transaction price;

• to treat incremental costs of obtaining a contract as expense, when incurred, if the amortization period would have been one year or less;

• to account for shipping and handling activities that occur after control of the related good transfers as fulfillment activities instead of assessing such activities as performance obligations;  

• to apply the new revenue standard to a portfolio of contracts (or performance obligations) with similar characteristics if the Corporation reasonably expects that the effects on the financial statements of applying the guidance to the portfolio would not differ materially from applying the guidance to the individual contracts (or performance obligations) within that portfolio; and  

• to assess whether promised goods or services are performance obligations only if they are material in the context of the contract with the customer.

Recently Issued Accounting Pronouncements

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging, which amends and simplifies existing guidance to allow companies to present more accurately the economic effects of risk management activities in the financial statements. The amended guidance will be effective for interim and annual periods beginning after December 15, 2018, and is not expected to have a significant effect on the Corporation’s financial position, operating results or liquidity.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize a right-of-use (“ROU”) asset and lease liability for all leases other than those with a term less than one year and to disclose key information about certain leasing arrangements. The lease liability will be equal to the present value of lease payments. A ROU asset will be based on the lease liability adjusted for qualifying initial direct costs. The guidance becomes effective for the Corporation beginning January 1, 2019, and can be implemented on either a full or modified retrospective basis. The Corporation will use the modified retrospective method (a cumulative adjustment to its January 1, 2019 retained earnings); consequently, its comparative period financial statements will continue to be in accordance with the previous lease guidance in ASC Topic 840 “Leases.” ASU 2016-02 also provides an election for a package of practical expedients which permits an entity to not reassess whether any expired or existing contracts contain leases, to carryforward the existing lease classification, and to not reassess initial direct costs associated with existing leases. The Corporation applied these practical expedients as part of its adoption. The Corporation currently expects that the adoption of the guidance will result in an increase to its consolidated assets and liabilities of approximately $5,000–$7,500. It does not expect the new guidance to have a material effect on its results of operations or cash flows at adoption or thereafter.

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Discontinued Operations and Disposition

12 Months Ended

Dec. 31, 2018

Discontinued Operations And Disposal Groups [Abstract]

Discontinued Operations and Disposition

NOTE 2 – DISCONTINUED OPERATIONS AND DISPOSITION:

In 2016, the Corporation purchased the stock of ASW, a specialty steel producer based in Canada. The acquisition supported the Corporation’s diversification efforts in the open-die forging market. In October 2018, the Board of Directors of the Corporation approved the sale of ASW. Loss of significant U.S. business due to a combination of tariffs imposed by the United States on imports of steel products and loss of a key customer due to a plant closure have resulted in significant losses for the Canadian operation in 2018. While the Corporation will continue to service the open-die forged products market, it will not have a dedicated supply of required specialty steel through a back-end integration of ASW. Additionally, the Corporation will no longer manufacture and supply primary specialty steels to customers in the non-roll opened and closed die forgings and rebar markets and will exit the Canadian market.

Collectively, the sale of ASW represents a strategic shift that will have a major impact on the Corporation’s operations and financial results. As of December 31, 2018, the asset held for sale and discontinued operations criteria were met. Accordingly, as set forth in ASC 205, Presentation of Financial Statements, the assets and liabilities of ASW have been presented separately as assets and liabilities of discontinued operations in the accompanying consolidated balance sheets as of December 31, 2018, and 2017. The assets and liabilities of ASW are classified as current as of December 31, 2018, because the Corporation expects to complete the sale in 2019. Additionally, the operating results and cash flows of ASW have been presented as discontinued operations, for the current and prior years, in the accompanying consolidated statements of operations and statements of cash flows. Previously, the operating results of ASW were included in the operating results of the Forged and Cast Engineered Products segment.

The assets and liabilities of ASW were as follows as of December 31, 2018, and 2017:

	2018			2017
Cash and cash equivalents	$	1,124		$	2,044
Receivables		6,928			5,161
Inventories		13,764			14,109
Other assets		1,708			1,044
Property, plant and equipment, net		11,714			0
Estimated charge for impairment		(15,000	)		0
Current assets of discontinued operations		20,238			22,358
Property, plant and equipment, net		0			10,847
Other noncurrent assets		0			585
Noncurrent assets of discontinued operations		0			11,432
Total assets of discontinued operations	$	20,238		$	33,790
Accounts payable	$	8,890		$	12,036
Accrued payrolls and employee benefits		178			440
Other current liabilities		390			648
Current liabilities of discontinued operations		9,458			13,124
Total liabilities of discontinued operations	$	9,458		$	13,124

The following table presents the major classes of ASW’s line items constituting the “(loss) income from discontinued operations, net of tax” in the consolidated statements of operations for the years ended December 31:

	2018			2017
Net sales	$	63,740		$	81,283
Costs of products sold (excluding depreciation and amortization)		68,381			75,005
Selling and administrative		2,441			1,424
Depreciation and amortization		1,311			1,011
Gain on disposal of assets		(153	)		0
Charge for impairment		15,000			0
(Loss) income from discontinued operations		(23,240	)		3,843
Other income (expense)		(661	)		(94	)
(Loss) income from discontinued operations before income taxes		(23,901	)		3,749
Income tax provision		0			0
(Loss) income from discontinued operations, net of tax	$	(23,901	)	$	3,749

Net sales for the years ended December 31, 2018, and 2017, include $22,805 and $34,037, respectively, of product sold by ASW to Union Electric Steel Corporation (“UES”), a subsidiary of the Corporation. Costs of products sold (excluding depreciation and amortization) approximated the same. In connection with the sale, the Corporation expects to enter into a longer-term supply agreement for the supply of steel ingots. The charge for impairment was calculated based on estimated proceeds and adjusts the carrying value of ASW to its estimated fair value less costs to sell. As of December 31, 2018, the asset held for sale and discontinued operations criteria were met; accordingly, the fair value of ASW was measured at December 31, 2018, using unobservable, Level 3 inputs.

On October 31, 2018, the Corporation sold certain net assets of the Vertical Seal division of Akers National Roll Company (“Vertical Seal”), a subsidiary of the Corporation, to Roser Technologies, Inc. and WIR II, LLC for approximately net book value, or $7,200. As part of the Forged and Cast Engineered Products segment, Vertical Seal manufactured custom-designed parts and provided specialty services to rolling mill customers located throughout North America. The sale of Vertical Seal did not qualify as a discontinued operation as it did not represent a strategic shift that has (or will have) a major effect on the Corporation’s operations and financial results.

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Inventories

12 Months Ended

Dec. 31, 2018

Inventory Disclosure [Abstract]

Inventories

NOTE 3 – INVENTORIES:

	2018		2017
Raw materials	$	19,615	$	20,594
Work-in-progress		42,339		42,113
Finished goods		20,650		19,232
Supplies		11,592		11,513
Inventories	$	94,196	$	93,452

At December 31, 2018, and 2017, approximately 36% and 49%, respectively, of the inventories were valued using the LIFO method. The LIFO reserve approximated $(26,058) and $(16,063) at December 31, 2018, and 2017, respectively. During each of the years, inventory quantities decreased for certain locations resulting in a liquidation of LIFO layers which were at lower costs. The effect of the liquidations was to decrease costs of products sold (excluding depreciation and amortization) by approximately $2,159 and $490 for 2018 and 2017, respectively. There was no income tax expense recognized in the consolidated statements of operations due to the Corporation having a valuation allowance recorded against its deferred income tax assets for the jurisdiction where the income was recognized. See Note 19. Accordingly, the effect of the liquidations reduced net loss by approximately $2,159, or $0.17 per common share, for 2018 and approximately $490, or $0.04 per common share, for 2017.

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Property, Plant and Equipment

12 Months Ended

Dec. 31, 2018

Property Plant And Equipment [Abstract]

Property, Plant and Equipment

NOTE 4 – PROPERTY, PLANT AND EQUIPMENT:

	2018			2017
Land and land improvements	$	10,207		$	10,443
Buildings		65,425			66,403
Machinery and equipment		332,378			332,957
Construction-in-process		3,499			4,193
Other		6,813			7,189
		418,322			421,185
Accumulated depreciation		(232,661	)		(217,052	)
Property, plant and equipment, net	$	185,661		$	204,133

The majority of the assets of the Corporation, except real property including the land and building of UES-UK, is pledged as collateral for the Corporation’s revolving credit facility (see Note 8). Land and buildings of UES-UK, equal to approximately $2,672 (£2,098) at December 31, 2018, are held as collateral by the trustees of the UES-UK defined benefit pension plan (see Note 9). The gross value of assets under capital lease and the related accumulated amortization approximated $3,716 and $1,340, respectively, as of December 31, 2018, and $4,082 and $1,101, respectively, as of December 31, 2017.

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Intangible Assets

12 Months Ended

Dec. 31, 2018

Goodwill And Intangible Assets Disclosure [Abstract]

Intangible Assets

NOTE 5 – INTANGIBLE ASSETS:

	2018			2017
Customer relationships	$	6,234		$	6,543
Developed technology		4,322			4,429
Trade name		2,497			2,696
		13,053			13,668
Accumulated amortization		(3,828	)		(2,647	)
Intangible assets, net	$	9,225		$	11,021

The following summarizes changes in intangible assets for the years ended December 31:

	2018			2017
Balance at the beginning of the year	$	11,021		$	11,601
Changes in intangible assets (Vertical Seal)		(177	)		0
Amortization of intangible assets		(1,221	)		(1,219	)
Other, primarily impact from changes in foreign currency    exchange rates		(398	)		639
Balance at the end of the year	$	9,225		$	11,021

Intangible assets include an indefinite-lived trade name of $2,497 and $2,696 as of December 31, 2018, and 2017, respectively, that is not subject to amortization. Changes during the year ended December 31, 2018, represent intangible assets of the Vertical Seal division of Akers National Roll Company which was sold in 2018. Identifiable intangible assets are expected to be amortized over a weighted average period of approximately 12 years or $1,197 for 2019, $1,197 for 2020, $519 for 2021, $383 for 2022, $383 for 2023 and $3,049 thereafter.

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Investments in Joint Ventures

12 Months Ended

Dec. 31, 2018

Equity Method Investments And Joint Ventures [Abstract]

Investments in Joint Ventures

NOTE 6 – INVESTMENTS IN JOINT VENTURES:

The Corporation has interests in three joint ventures:

• Shanxi Åkers TISCO Roll Co., Ltd. (“ATR”) – a cast roll joint venture in China for which the Corporation accounts using the consolidated method of accounting. ATR principally manufactures and sells cast rolls for hot strip mills, steckel mills and medium plate mills.

• Masteel Gongchang Roll Co., Ltd. (“MG”) – a forged roll joint venture in China for which the Corporation accounts using the cost method of accounting. MG principally manufactures and sells large forged backup rolls for hot and cold strip mills.

• Jiangsu Gongchang Roll Co., Ltd (“Gongchang”) – a cast roll joint venture in China for which the Corporation accounts using the cost method of accounting. Gongchang principally manufactures and sells cast rolls for hot and cold strip mills, medium/heavy section mills and plate mills.

ATR

In 2007, Åkers AB, a subsidiary of UES, entered into an agreement with Taiyuan Iron & Steel Co., Ltd. (“TISCO”) to form ATR, with Åkers AB owning 59.88% and TISCO owning 40.12%. Since Åkers AB is the majority shareholder, has voting rights proportional to its ownership interest and exercises control over TISCO, Åkers AB is considered the primary beneficiary and, accordingly, accounts for its investment in ATR on the consolidated method of accounting.

MG

The Corporation has a 33% interest in MG which is recorded at cost, or approximately $835. The Corporation does not participate in the management or daily operation of MG, has not guaranteed any of its obligations and has no ongoing responsibilities to it. Dividends may be declared by the Board of Directors of the joint venture after allocation of after-tax profits to various “funds” equal to the minimum amount required under Chinese law. No dividends were declared or received in 2018 or 2017.

Gongchang

The Corporation has a 24% interest in Gongchang which is recorded at cost, or $1,340. The Corporation does not participate in the management or daily operation of Gongchang, has not guaranteed any of its obligations and has no ongoing responsibilities to it. Dividends may be declared by the Board of Directors of the joint venture after allocation of after-tax profits to various “funds” equal to the minimum amount required under Chinese law. Dividends of $377 were declared and received in 2018. No dividends were declared or received in 2017.

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Other Current Liabilities

12 Months Ended

Dec. 31, 2018

Other Liabilities Disclosure [Abstract]

Other Current Liabilities

NOTE 7 – OTHER CURRENT LIABILITIES:

	2018		2017
Customer-related liabilities	$	16,439	$	18,189
Accrued interest payable		2,333		2,697
Accrued sales commissions		1,637		2,301
Other		8,578		13,254
Other current liabilities	$	28,987	$	36,441

Customer-related liabilities include liabilities for product warranty claims and deposits received on future orders. The following summarizes changes in the liability for product warranty claims for the year ended December 31:

	2018			2017
Balance at the beginning of the year	$	11,379		$	11,439
Satisfaction of warranty claims		(5,069	)		(3,941	)
Provision for warranty claims		3,564			3,287
Other, primarily impact from changes in foreign currency    exchange rates		(427	)		594
Balance at the end of the year	$	9,447		$	11,379

Customer deposits represent amounts collected from, or invoiced to, a customer in advance of revenue recognition, and are recorded as an other current liability on the balance sheet. The liability for customer deposits is reversed when the Corporation satisfies its performance obligations and control of the inventory transfers to the customer, typically when title transfers. Performance obligations related to customer deposits are expected to be satisfied in less than one year.

Changes in customer deposits consisted of the following:

	2018			2017
Balance at beginning of the period	$	4,574		$	6,786
Satisfaction of performance obligations		(10,885	)		(15,089	)
Receipt of additional deposits		10,701			12,745
Other, primarily changes in foreign currency exchange rates		(86	)		132
Balance at end of the period	$	4,304		$	4,574

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Borrowing Arrangements

12 Months Ended

Dec. 31, 2018

Debt Disclosure [Abstract]

Borrowing Arrangements

NOTE 8 – BORROWING ARRANGEMENTS:

	2018			2017
Revolving Credit and Security Agreement	$	14,320		$	20,349
Sale and leaseback financing obligation		18,518			0
Promissory notes (and interest)		26,205			25,395
Industrial Revenue Bonds		13,311			13,311
Minority shareholder loan		4,056			5,325
Capital leases		1,199			1,773
Outstanding borrowings		77,609			66,153
Debt – current portion		(45,728	)		(19,335	)
Long-term debt	$	31,881		$	46,818

Future principal payments, assuming demand loans are called in 2019 and the Industrial Revenue Bonds are not able to be remarketed, are $45,728 for 2019, $1,990 for 2020, $16,162 for 2021, $1,796 for 2022, $1,646 for 2023, and $10,287 thereafter.

Revolving Credit and Security Agreement

The Corporation has a five-year Revolving Credit and Security Agreement (the “Credit Agreement”) with a syndicate of banks that expires in May 2021. The Credit Agreement provides for initial borrowings not to exceed $100,000 with an option to increase the credit facility by an additional $50,000 at the request of the Corporation and with the approval of the banks. The Credit Agreement includes sublimits for letters of credit not to exceed $40,000, European borrowings not to exceed $15,000, and Canadian borrowings not to exceed $15,000.

In 2018, the banks provided their consent to a sale and leaseback financing transaction, whereby UES sold certain of its real estate assets to Store Capital Acquisitions, LLC. In connection with providing the consent, the Credit Agreement was amended to increase the interest rate margin by one-half percent per annum for any borrowings, add certain additional reporting requirements regarding beneficial ownership of the Corporation, and update certain schedules to the Credit Agreement. All other material terms, conditions, and covenants with respect to the Credit Agreement remain unchanged.

Availability under the Credit Agreement is based on eligible accounts receivable, inventory and fixed assets. As amended, amounts outstanding under the credit facility bear interest at the Corporation’s option at either (i) LIBOR plus an applicable margin ranging between 1.75% to 2.25% based on the quarterly average excess availability or (ii) the base rate plus an applicable margin ranging between 0.75% to 1.25% based on the quarterly average excess availability. Additionally, the Corporation is required to pay a commitment fee ranging between 0.25% and 0.375% based on the daily unused portion of the credit facility. As of December 31, 2018, the Corporation had outstanding borrowings under the Credit Agreement of $14,320 (including £3,000 of European borrowings for its U.K. subsidiary and $4,500 of Canadian borrowings for ASW). Interest accrued on the outstanding balance during the year at an average rate of interest of approximately 3.34%. Additionally, the Corporation had utilized a portion of the credit facility for letters of credit (Note 10). As of December 31, 2018, remaining availability under the Credit Agreement approximated $35,000, net of availability reserves associated with proceeds from the sale and leaseback financing transactionand the sale of certain net assets of Vertical Seal. The availability from these reserves was used toward the settlement of the promissory notes and interest paid on March 4, 2019.

Borrowings outstanding under the Credit Agreement are collateralized by a first priority perfected security interest in substantially all of the assets of the Corporation and its subsidiaries (other than real property). Additionally, the Credit Agreement contains customary affirmative and negative covenants and limitations, including, but not limited to, investments in certain of its subsidiaries, payment of dividends, incurrence of additional indebtedness, upstream distributions from subsidiaries, and acquisitions and divestures. The Corporation must also maintain a certain level of excess availability. If excess availability falls below the established threshold, or in an event of default, the Corporation will be required to maintain a minimum fixed charge coverage ratio of not less than 1.00 to 1.00. The Corporation was in compliance with the applicable bank covenants as of December 31, 2018.

Sale and Leaseback Financing Obligation

In September 2018, UES completed a sale and leaseback financing transaction for certain of its real property, including the land and buildings of its manufacturing facilities in Valparaiso, Indiana and Burgettstown, Pennsylvania, and its manufacturing facility and corporate headquarters located in Carnegie, Pennsylvania (the “Properties”). Simultaneously with the sale, UES entered into a lease agreement pursuant to which UES would lease the Properties from the buyer. The lease provides for an initial term of 20 years; however, UES may extend the lease for four successive periods of approximately five years each. If fully extended, the lease would expire in September 2058. UES also has the option to repurchase the Properties, which it may exercise in 2025, for a price equal to the greater of (i) the Fair Market Value of the Properties, or (ii) 115% of Lessor’s Total Investment for the Facilities, with such terms defined in the lease agreement.

The sale and leaseback financing transaction does not qualify for sale and leaseback accounting due to UES’ ability to repurchase the Properties in 2025. Accordingly, the net asset value of the Properties is not removed and a gain or loss on the sale of the Properties is not recognized. Instead, proceeds are recognized as a debt obligation on the consolidated balance sheet.

Gross proceeds equaled $19,000. The initial annual payment approximates $1,646, due monthly in advance, which is included in debt – current portion on the consolidated balance sheet. Annual payments will increase each anniversary date by an amount equal to the lesser of 2% or 1.25% of the change in the consumer price index, as defined in the lease agreement. The effective interest rate approximated 6% for 2018.

Deferred financing fees of approximately $477 were incurred, which are recognized as a reduction of the financing obligation, and are being amortized over seven years.

Promissory Notes

In connection with a March 2016 acquisition, the Corporation issued three-year promissory notes amounting to $22,619. In 2018, the Corporation and the sellers mutually agreed to reduce the promissory notes by an amount owed to the Corporation resulting in a principal balance of $21,917. The notes bear interest at 6.5%, compounding annually, with principal and interest payable at maturity. As of December 31, 2018, accrued interest approximated $4,288, which is included in debt – current portion. As of December 31, 2017, accrued interest approximated $2,776, which was included in long-term debt. Principal and accrued interest of $26,474 were paid on March 4, 2019.

Industrial Revenue Bonds

As of December 31, 2018, the Corporation had the following Industrial Revenue Bonds (IRBs) outstanding:  (i) $4,120 tax-exempt IRB maturing in 2020, interest at a floating rate which averaged 1.47% during the current year; (ii) $7,116 taxable IRB maturing in 2027, interest at a floating rate which averaged 2.06% during the current year; and (iii) $2,075 tax-exempt IRB maturing in 2029, interest at a floating rate which averaged 1.46% during the current year. The IRBs are secured by letters of credit of equivalent amounts and are remarketed periodically at which time interest rates are reset. If the IRBs are not able to be remarketed, although considered remote by the Corporation and its bankers, the bondholders can seek reimbursement immediately from the letters of credit which serve as collateral for the bonds. Accordingly, the IRBs are recorded as current debt.

Minority Shareholder Loan

ATR has a loan outstanding with its minority shareholder. The loan originally matured in 2008 but has been renewed continually for one-year periods. Interest does not compound and has accrued on the outstanding balance, since inception, at the three-to-five-year loan interest rate set by the People’s Bank of China in effect at the time of renewal. The loan balance approximated $4,056 (RMB 27,901) at December 31, 2018, and $5,325 (RMB 34,655) at December 31, 2017. During 2018, ATR repaid $449 (RMB 3,090) in principal and $145 (RMB 1,000) in accrued interest, Additionally, the shareholders of ATR converted a portion of their loans outstanding with ATR to equity. The conversion was in proportion to their respective ownership interest, with TISCO converting $872 (RMB 6,000) of its loans to equity. The interest rate for 2018 approximated 5% and accrued interest as of December 31, 2018, and 2017, approximated $2,297 (RMB 15,800) and $2,682 (RMB 17,457) which is recorded in other current liabilities.

Capital Leases

The Corporation leases equipment under various noncancelable lease agreements ending 2019 to 2022. Effective interest rates range between 1.30% and 5.20%.

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Pension and Other Postretirement Benefits

12 Months Ended

Dec. 31, 2018

Compensation And Retirement Disclosure [Abstract]

Pension and Other Postretirement Benefits

NOTE 9 – PENSION AND OTHER POSTRETIREMENT BENEFITS:

U.S. Pension Benefits

The Corporation has two qualified domestic defined benefit pension plans that cover substantially all of its U.S. employees. Over the past few years, measures have been taken to freeze benefit accruals and participation in the plans and replace benefit accruals with employer contributions to defined contribution plans. As of December 31, 2018, all benefit accruals and participation in the plans have been curtailed except for two locations. The defined benefit pension plans remain covered by the Employee Retirement Income Security Act of 1974 (“ERISA”); accordingly, the Corporation’s policy is to fund at least the minimum actuarially computed annual contribution required under ERISA. Minimum contributions for 2018 approximated $1,211. No minimum contributions were required for 2017. Minimum contributions for 2019 are expected to approximate $1,260. Estimated benefit payments for subsequent years are $14,576 for 2019, $14,522 for 2020, $14,725 for 2021, $14,789 for 2022, $14,803 for 2023 and $73,146 for 2024 – 2028. The fair value of the plan assets as of December 31, 2018, and 2017, approximated $182,541 and $199,138, respectively, in comparison to accumulated benefit obligations of $226,618 and $245,317 for the same periods. Employer contributions to the defined contribution plans totaled $3,169 and $2,588 for 2018 and 2017, respectively, and are expected to approximate $2,943 in 2019.

The Corporation also maintains nonqualified defined benefit pension plans for selected executives in addition to the benefits provided under one of the Corporation’s qualified defined benefit pension plans. The objectives of the nonqualified plans are to provide supplemental retirement benefits or restore benefits lost due to limitations set by the Internal Revenue Service. The assets of the nonqualified plans are held in a grantor tax trust known as a “Rabbi” trust and are subject to claims of the Corporation’s creditors, but otherwise must be used only for purposes of providing benefits under the plans. No contributions were made to the trust in 2018 or 2017, and none are expected in 2019. The fair market value of the trust at December 31, 2018, and 2017, which is included in other noncurrent assets, was $3,659 and $4,204, respectively. The plan is treated as a non-funded pension plan for financial reporting purposes. Accumulated benefit obligations approximated $6,852 and $7,202 at December 31, 2018, and 2017, respectively. Estimated benefit payments for subsequent years, which would represent employer contributions, are approximately $445 for 2019, $464 for 2020, $489 for 2021, $511 for 2022, $519 for 2023 and $2,591 for 2024 – 2028.

Employees at one location participate in a multi-employer plan, I.A.M. National Pension Fund, in lieu of the Corporation’s defined benefit pension plans. A multi-employer plan generally receives contributions from two or more unrelated employers pursuant to one or more collective bargaining agreements. The assets contributed by one employer may be used to fund the benefits provided to employees of other employers in the plan because the plan assets, once contributed, are not restricted to individual employers. The latest report of summary plan information (for the 2017 plan year) provided by I.A.M. National Pension Fund indicates:

• More than 1,650 employer locations contribute to the plan;

• Approximately 100,000 active employees participate in the plan; and

• Assets of approximately $11.9 billion and a funded status of approximately 92%.

Less than 100 of the Corporation’s employees participate in the plan and contributions are based on a rate per hour. The Corporation’s contributions to the plan were less than $250 for 2018 and 2017 and represent less than five percent of total contributions to the plan by all contributing employers. Contributions are expected to approximate $279 in 2019.

Foreign Pension Benefits

Employees of UES-UK participated in a defined benefit pension plan that was curtailed effective December 31, 2004, and replaced with a defined contribution pension plan. The UES-UK plans are non-U.S. plans and therefore are not covered by ERISA. Instead, when necessary, the Trustees and UES-UK agree to a recovery plan that estimates the amount of employer contributions, based on U.K. regulations, necessary to eliminate the funding deficit of the plan with such estimates subject to change based on the future investment performance of the plan’s assets. The U.S. dollar equivalent of employer contributions to the defined benefit pension plan approximated $982 and $1,521 in 2018 and 2017, respectively. The plan is fully funded as of December 31, 2018; accordingly, no contributions are expected in 2019. The fair value of the plan’s assets as of December 31, 2018, and 2017, approximated $49,651 (£38,991) and $56,419 (£41,820), respectively, in comparison to accumulated benefit obligations of $47,459 (£37,269) and $57,540 (£42,650) for the same periods. Estimated benefit payments for subsequent years are $1,973 for 2019, $1,833 for 2020, $1,802 for 2021, $1,731 for 2022, $2,351 for 2023 and $11,766 for 2024 – 2028. Contributions to the defined contribution pension plan approximated $363 and $311 in 2018 and 2017, respectively, and are expected to approximate $391 in 2019.

The Corporation has two additional foreign defined benefit pension plans, which are unfunded. Projected and accumulated benefit obligations approximated $6,878 and $7,073 at December 31, 2018, and 2017, respectively. Estimated benefit payments for subsequent years, for both plans combined, are $276 for 2019, $288 for 2020, $289 for 2021, $282 for 2022, $274 for 2023 and $1,543 for 2024 – 2028.

Other Postretirement Benefits

The Corporation provides a monthly reimbursement of postretirement health care benefits for up to a 5-year period principally to the bargaining groups of two subsidiaries. The plans cover participants and their spouses who retire under an existing pension plan on other than a deferred vested basis and at the time of retirement have also rendered 10 or more years of continuous service irrespective of age. Retiree life insurance is provided to substantially all retirees.

The Corporation also provides life insurance and health care benefits to former employees of certain discontinued operations. This obligation had been estimated and provided for at the time of disposal.

The Corporation’s postretirement health care and life insurance plans are not funded or subject to any minimum regulatory funding requirements. Estimated benefit payments for subsequent years, which would represent employer contributions, are approximately $1,411 for 2019, $1,313 for 2020, $1,119 for 2021, $1,092 for 2022, $1,053 for 2023 and $5,577 for 2024-2028.

Significant Activity

In 2018, the Corporation offered a temporary early retirement incentive program to full-time salaried participants at certain locations that either met the eligibility requirements for an unreduced pension or attained age 55 and had 3.5 years of service under the plan. Participants selecting the early retirement incentive will receive an unreduced pension, a lump sum payment ranging between $10 and $25 dependent upon the participant’s combined age and years of service, and one year of health insurance benefits. The early retirement incentive program increased employee benefit obligations and associated expense by $1,476 and is recorded as a special termination benefit.

In connection with the ratification of a collective bargaining agreement for employees of the UES Harmon Creek Steelworkers Location, employee participation in a qualified domestic defined benefit pension plan was frozen effective May 31, 2018. Benefit accruals have been replaced with employer non-elective contributions to a defined contribution plan equaling 3% of compensation and a matching contribution of up to 4% of compensation. The plan freeze resulted in remeasurement of the liability, reducing the liability by $1,726, and a curtailment loss of $21.

Actuarial (gains) losses were comprised of the following components:

	U.S. Pension Benefits					Foreign Pension Benefits						Other Postretirement Benefits
	2018			2017		2018			2017			2018			2017
Changes in assumptions	$	(16,642	)	$	12,566	$	(5,298	)	$	616		$	(914	)	$	(1,103	)
GMP equalization		0			0		982			0			0			0
Change from RPI to CPI		0			0		0			(8,760	)		0			0
Other		(420	)		1,259		(1,446	)		190			(229	)		(1,067	)
Total actuarial (gains) losses	$	(17,062	)	$	13,825	$	(5,762	)	$	(7,954	)	$	(1,143	)	$	(2,170	)

Changes in assumptions used to determine plan liabilities, particularly for discount rates, increase (decrease) projected benefit obligations. A 1/4 percentage point decrease in the discount rate would increase projected and accumulated benefit obligations by approximately $8,300. Conversely, a 1/4 percentage point increase in the discount rate would decrease projected and accumulated benefit obligations by approximately $8,300.

In 2018, the High Court of Justice in the United Kingdom issued a ruling requiring equalization of benefits for participants under U.K. defined benefit pension plans. The inequities arose from statutory differences related to Guaranteed Minimum Pension (GMP) benefits that are included in U.K. defined benefit pension plans. The impact of the GMP equalization for the UES-UK defined benefit pension plan approximated $982, which was recognized as a prior service cost and will be amortized over the average remaining lifetime of the participants, or approximately 25 years at December 31, 2018.

In 2017, the Trustees of the UES-UK defined benefit pension plan and UES-UK agreed that, effective January 1, 2018, future increases to participants’ non-GMP pensions would be based on the increase in the Consumer Price Index (CPI) instead of the Retail Price Index (RPI). The effect of the change reduced employee benefit obligations by approximately $8,760 for the year ended December 31, 2017, and was recognized as past service cost to be amortized over the average remaining lifetime of the participants.

Reconciliations

The following provides a reconciliation of projected benefit obligations (“PBO”), plan assets and the funded status of the plans for the Corporation’s defined benefit plans calculated using a measurement date as of the end of the respective years.

	U.S. Pension Benefits(a)						Foreign Pension Benefits(b)						Other Postretirement Benefits
	2018			2017			2018			2017			2018			2017
Change in projected benefit obligations:
PBO at January 1	$	254,976		$	244,440		$	64,613		$	66,910		$	16,979		$	19,059
Service cost		1,225			1,651			477			150			457			492
Interest cost		8,473			8,413			1,391			1,845			494			571
Plan amendments		0			0			0			0			0			165
Special termination benefits		1,350			0			0			0			126			0
Plan curtailments		(1,726	)		0			0			0			0			0
Foreign currency exchange rate changes		0			0			(3,434	)		5,948			0			0
Actuarial (gains) losses		(17,062	)		13,825			(5,762	)		(7,954	)		(1,143	)		(2,170	)
Participant contributions		0			0			0			0			104			92
Benefits paid from plan assets		(13,043	)		(12,950	)		(2,282	)		(1,813	)		0			0
Benefits paid by the Corporation		(403	)		(403	)		(666	)		(473	)		(1,207	)		(1,230	)
PBO at December 31	$	233,790		$	254,976		$	54,337		$	64,613		$	15,810		$	16,979
Change in plan assets:
Fair value of plan assets at January 1	$	199,138		$	188,722		$	56,419		$	48,055		$	0		$	0
Actual return on plan assets		(4,765	)		23,366			(2,477	)		3,998			0			0
Foreign currency exchange rate changes		0			0			(2,991	)		4,673			0			0
Corporate contributions		1,614			403			1,648			1,979			1,103			1,138
Participant contributions		0			0			0			0			104			92
Gross benefits paid		(13,446	)		(13,353	)		(2,948	)		(2,286	)		(1,207	)		(1,230	)
Fair value of plan assets at December 31	$	182,541		$	199,138		$	49,651		$	56,419		$	0		$	0
Funded status of the plans:
Fair value of plan assets	$	182,541		$	199,138		$	49,651		$	56,419		$	0		$	0
Less benefit obligations		233,790			254,976			54,337			64,613			15,810			16,979
Funded status at December 31	$	(51,249	)	$	(55,838	)	$	(4,686	)	$	(8,194	)	$	(15,810	)	$	(16,979	)

(a) Includes the nonqualified defined benefit pension plan.

(b) Includes the overfunded U.K. defined benefit pension plan and two smaller underfunded defined benefit pension plans.

The following provides a summary of amounts recognized in the consolidated balance sheets.

	U.S. Pension Benefits						Foreign Pension Benefits						Other Postretirement Benefits
	2018			2017			2018			2017			2018			2017
Employee benefit obligations:
Prepaid pensions(a)	$	0		$	0		$	2,192		$	0		$	0		$	0
Accrued payrolls and employee benefits(b)		(436	)		(432	)		0			0			(1,395	)		(1,371	)
Employee benefit obligations(c)		(50,813	)		(55,406	)		(6,878	)		(8,194	)		(14,415	)		(15,608	)
	$	(51,249	)	$	(55,838	)	$	(4,686	)	$	(8,194	)	$	(15,810	)	$	(16,979	)
Accumulated other comprehensive loss:(d)
Net actuarial loss (gain)	$	45,041		$	47,252		$	22,149		$	25,914		$	(2,123	)	$	(1,211	)
Prior service cost (credit)		91			156			(7,402	)		(9,174	)		(12,202	)		(13,809	)
	$	45,132		$	47,408		$	14,747		$	16,740		$	(14,325	)	$	(15,020	)

(a) Represents the overfunded U.K. defined benefit pension plan which is recorded as a noncurrent asset in the consolidated balance sheet.

(b) Recorded as a current liability in the consolidated balance sheet.

(c) Recorded as a noncurrent liability in the consolidated balance sheet.

(d) Amounts are pre-tax.

Investment Policies and Strategies

The investment policies and strategies are determined and monitored by the Board of Directors for the U.S. pension plans and by the Trustees (as appointed by UES-UK and the employees of UES-UK) for the UES-UK pension plan, each of whom employ their own investment managers to manage the plan’s assets in accordance with the policy guidelines. The U.S defined benefit pension plans follow a glide-path strategy whereby target asset allocations are rebalanced based on projected payment obligations and the funded status of the plans. Pension assets of the UES-UK plan are invested with the objective of maximizing long-term returns while minimizing material losses to meet future benefit obligations as they become due. Investments in equity securities are primarily in common stocks of publicly traded U.S. and international companies across a broad spectrum of industry sectors. Investments in fixed-income securities are principally A-rated or better bonds with maturities of less than ten years, preferred stocks and convertible bonds. The Corporation believes there are no significant concentrations of risk associated with the Plans’ assets.

Attempts to minimize risk include allowing temporary changes to the allocation mix in response to market conditions, diversifying investments among asset categories (e.g., equity securities, fixed-income securities, alternative investments, cash and cash equivalents) and within these asset categories (e.g., economic sector, industry, geographic distribution, size) and consulting with independent financial and legal counsels to assure that the investments and their expected returns and risks are consistent with the goals of the Board of Directors or Trustees.

With respect to the U.S. pension plans, the following investments are prohibited unless otherwise approved by the Board of Directors: stock of the Corporation, futures and options except for hedging purposes, unregistered or restricted stock, warrants, margin trading, short-selling, real estate excluding public or real estate partnerships, and commodities including art, jewelry and gold. The foreign pension plan invests in specific funds. Any investments other than those specifically identified would be considered prohibited.

The following summarizes target asset allocations (within +/-5% considered acceptable) and major asset categories. Certain investments are classified differently for target asset allocation purposes and external reporting purposes. In the latter part of 2018, the Corporation changed investment managers; accordingly, at December 31, 2018, there is temporarily a higher amount in cash and cash equivalents.

	U.S. Pension Benefits									Foreign Pension Benefits
	Target Allocation			Percentage of Plan Assets						Target Allocation			Percentage of Plan Assets
	Dec. 31, 2018			2018			2017			Dec. 31, 2018			2018			2017
Equity Securities		45	%		25	%		58	%		44	%		50	%		49	%
Fixed-Income Securities		42	%		45	%		21	%		35	%		35	%		33	%
Alternative Investments		10	%		10	%		16	%		21	%		15	%		17	%
Other (primarily cash and cash equivalents)		3	%		20	%		5	%		0	%		0	%		1	%

Fair Value Measurement of Plan Assets

Equity securities, exchange-traded funds and mutual funds are actively traded on exchanges and price quotes for these investments are readily available. Similarly, fixed-income mutual funds consist of debt securities of U.S. and U.K. corporations and price quotes for these investments are readily available. Commingled funds are not traded publicly, but the underlying assets (such as stocks and bonds) held in these funds are traded on active markets and the prices for the underlying assets are readily observable. For securities not actively traded, the fair value may be based on third-party appraisals, discounted cash flow analysis, benchmark yields and inputs that are currently observable in markets for similar securities.

Investment Strategies

The significant investment strategies of the various funds are summarized below.

Fund	Investment Strategy	Primary Investment Objective
Temporary Investment Funds	Invests primarily in a diversified portfolio of investment grade money market instruments.	Achieve a market level of current income while maintaining stability of principal and liquidity.
Various Equity Funds	Each fund maintains a diversified holding in common stock of applicable companies (e.g., common stock of small capitalization companies if a small-cap fund, common stock of medium capitalization companies if a mid-cap fund, common stock of foreign corporations if an international fund, etc.).	Outperform the fund’s related index.
Various Fixed Income Funds	Invests primarily in a diversified portfolio of fixed-income securities of varying maturities or in commingled funds which invest in a diversified portfolio of fixed-income securities of varying maturities.	For the U.S. Plans – to achieve a rate of return that matches or exceeds the expected growth in plan liabilities. For the Foreign Plan – to achieve capital growth by tracking closely the performance of the applicable FTSE index.
Alternative Investments – Managed Funds	Invests in equities and equity-like asset classes and strategies (such as public equities, venture capital, private equity, real estate, natural resources and hedged strategies) and fixed-income securities approved by the Board of Directors of the Corporation.	Generate a minimum annual inflation adjusted return of 5% and outperform a traditional 70/30 equities/bond portfolio.
Alternative Investments – Hedge and Absolute Return Funds	Invests in a diversified portfolio of alternative investment styles and strategies approved by the Trustees of the UES-UK defined benefit pension plan.	Generate long-term capital appreciation while maintaining a low correlation with the traditional global financial markets.

Categories of Plan Assets

Asset categories based on the nature and risks of the U.S. Pension Benefit Plans’ assets as of December 31, 2018, are summarized below.

	Quoted Prices in Active Markets for Identical Inputs (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Equity Securities:
U.S.
Consumer discretionary	$	891	$	0	$	0	$	891
Consumer staples		602		0		0		602
Energy		415		0		0		415
Financial		1,075		0		0		1,075
Healthcare		1,718		0		0		1,718
Industrials		780		0		0		780
Information technology		1,632		0		0		1,632
Materials		177		0		0		177
Mutual funds		36,883		0		0		36,883
Telecommunications		560		0		0		560
Utilities		264		0		0		264
Total Equity Securities		44,997		0		0		44,997
Fixed Income Securities:
Corporate bonds		0		44,786		0		44,786
Treasury bonds		25,605		0		0		25,605
Agency bonds		0		10,334		0		10,334
Total Fixed Income Securities		25,605		55,120		0		80,725
Alternative Investments:
Managed funds(a)		0		0		23,673		23,673
Total Alternative Investments		0		0		23,673		23,673
Other:
Cash and cash equivalents(b)		33,146		0		0		33,146
Total Other		33,146		0		0		33,146
	$	103,748	$	55,120	$	23,673	$	182,541

(a) Includes approximately 74.0% in alternative investments (real assets, commodities and resources, absolute return funds) and 26.0% in cash and cash equivalents.

(b) Includes investments in temporary funds.

Categories of Plan Assets

Asset categories based on the nature and risks of the U.S. Pension Benefit Plans’ assets as of December 31, 2017, are summarized below.

	Quoted Prices in Active Markets for Identical Inputs (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Equity Securities:
U.S.
Consumer discretionary	$	637	$	0	$	0	$	637
Consumer staples		896		0		0		896
Energy		427		0		0		427
Financial		1,362		0		0		1,362
Healthcare		1,192		0		0		1,192
Industrials		819		0		0		819
Information technology		2,061		0		0		2,061
Materials		248		0		0		248
Mutual funds		91,258		0		0		91,258
Telecommunications		198		0		0		198
Utilities		204		0		0		204
Total Equity Securities		99,302		0		0		99,302
Fixed Income Securities:
Corporate bonds		0		10,801		0		10,801
Mutual funds		18,884		0		0		18,884
Treasury bonds		6,976		0		0		6,976
Agency bonds		0		926		0		926
Total Fixed Income Securities		25,860		11,727		0		37,587
Alternative Investments:
Managed funds(a)		0		0		49,838		49,838
Total Alternative Investments		0		0		49,838		49,838
Other:
Cash and cash equivalents(b)		11,012		0		0		11,012
Commingled funds		0		174		0		174
Other(c)		2		0		1,223		1,225
Total Other		11,014		174		1,223		12,411
	$	136,176	$	11,901	$	51,061	$	199,138

(a) Includes approximately 47.3% in equity and equity-like asset securities, 41.1% in alternative investments (real assets, commodities and resources, absolute return funds) and 9.6% in fixed income securities and 2.0% in other, primarily cash and cash equivalents.

(b) Includes investments in temporary funds.

(c) Includes accrued receivables and pending broker settlements.

Asset categories based on the nature and risks of the Foreign Pension Benefit Plan’s assets as of December 31, 2018, are summarized below.

	Quoted Prices in Active Markets for Identical Inputs (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Equity Securities:
Commingled Funds (U.K.)	$	0	$	3,949	$	0	$	3,949
Commingled Funds (International)		0		20,645		0		20,645
Total Equity Securities		0		24,594		0		24,594
Fixed-Income Securities:
Commingled Funds (U.K.)		0		17,332		0		17,332
Alternative Investments:
Hedge and Absolute Return Funds		0		0		7,569		7,569
Cash and cash equivalents		156		0		0		156
	$	156	$	41,926	$	7,569	$	49,651

Asset categories based on the nature and risks of the Foreign Pension Benefit Plan’s assets as of December 31, 2017, are summarized below.

	Quoted Prices in Active Markets for Identical Inputs (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Equity Securities:
Commingled Funds (U.K.)	$	0	$	4,617	$	0	$	4,617
Commingled Funds (International)		0		23,015		0		23,015
Total Equity Securities		0		27,632		0		27,632
Fixed-Income Securities:
Commingled Funds (U.K.)		0		18,851		0		18,851
Alternative Investments:
Hedge and Absolute Return Funds		0		0		9,637		9,637
Cash and cash equivalents		299		0		0		299
	$	299	$	46,483	$	9,637	$	56,419

The table below sets forth a summary of changes in the fair value of the Level 3 plan assets for U.S. and foreign pension plans for the year ended December 31, 2018.

	U.S. Pension Benefits						Foreign Pension Benefits
	2018			2017			2018			2017
Fair value as of January 1	$	49,838		$	33,830		$	9,637		$	8,593
Contributions		0			16,000			0			0
Withdrawals		(26,131	)		(5,364	)		(1,037	)		0
Realized gains (losses)		9,061			1,304			(436	)		0
Change in net unrealized (losses) gains		(9,095	)		4,068			(98	)		229
Other, primarily impact from changes in foreign currency    exchange rates		0			0			(497	)		815
Fair value as of December 31	$	23,673		$	49,838		$	7,569		$	9,637

Net Periodic Pension and Other Postretirement Benefit Costs

The actual return on the fair value of plan assets is included in determining the funded status of the plans. In determining net periodic pension costs, the expected long-term rate of return on the market-related value of plan assets is used. Differences between the actual return on plan assets and the expected long-term rate of return on plan assets are classified as part of unrecognized actuarial gains or losses and are recorded as a component of accumulated other comprehensive loss on the consolidated balance sheet. When these gains or losses exceed 10% of the greater of the projected benefit obligation or the market-related value of plan assets, they are amortized to net periodic pension and other postretirement costs over the average remaining service period or life expectancy of the employees expected to receive benefits under the plans. When the gains or losses are less than 10% of the greater of the projected benefit obligation or the market-related value of plan assets, they are included in net periodic pension and other postretirement costs indirectly as a result of lower/higher interest costs arising from a decrease/increase in the projected benefit obligation.

Net periodic pension and other postretirement benefit costs include the following components for each of the years.

	U.S. Pension Benefits						Foreign Pension Benefits						Other Postretirement Benefits
	2018			2017			2018			2017			2018			2017
Service cost	$	1,225		$	1,651		$	477		$	150		$	457		$	492
Interest cost		8,473			8,413			1,391			1,845			494			571
Expected return on plan assets		(13,282	)		(12,503	)		(2,580	)		(2,239	)		0			0
Amortization of:
Prior service cost (credit)		44			52			(336	)		0			(1,607	)		(1,607	)
Actuarial loss (gain)		1,471			4,111			727			751			(231	)		(24	)
Special termination benefits		1,350			0			0			0			126			0
Curtailment loss		21			0			0			0			0			0
	$	(698	)	$	1,724		$	(321	)	$	507		$	(761	)	$	(568	)

Assumptions

Assumptions are reviewed on an annual basis. The expected long-term rate of return on plan assets is an estimate of average rates of earnings expected to be earned on funds invested or to be invested to provide for the benefits included in the projected benefit obligation. Since these benefits will be paid over many years, the expected long-term rate of return is reflective of current investment returns and investment returns over a longer period. Consideration is also given to target and actual asset allocations, inflation and real risk-free return. The discount rates used in determining future pension obligations and other postretirement benefits for each of the plans are based on rates of return on high-quality fixed-income investments currently available and expected to be available during the period to maturity of the pension and other postretirement benefits. High-quality fixed-income investments are defined as those investments which have received one of the two highest ratings given by a recognized rating agency with maturities of 10+ years.

The discount rates and weighted-average wage increases used to determine the benefit obligations as of December 31, 2018, and 2017, are summarized below.

	U.S. Pension Benefits		Foreign Pension Benefits		Other Postretirement Benefits
	2018	2017	2018	2017	2018	2017
Discount rate	4.23-4.34%	3.63-3.72%	3.00	2.45%	4.09-4.33%	3.46-3.69%
Wage increases	n/a	3.00%	n/a	n/a	n/a	n/a

In addition, the assumed health care cost trend rate at December 31, 2018, for other postretirement benefits is 6% for 2019 gradually decreasing to 4.75% in 2021. In selecting rates for current and long-term health care assumptions, the Corporation considers known health care cost increases, the design of the benefit programs, the demographics of its active and retiree populations and expectations of inflation rates in the future.

The following assumptions were used to determine net periodic pension and other postretirement benefit costs for the year ended December 31:

	U.S. Pension Benefits		Foreign Pension Benefits		Other Postretirement Benefits
	2018	2017	2018	2017	2018	2017
Discount rate	3.63-4.34%	4.02-4.25%	2.45%	2.50-2.65%	3.46-3.69%	3.90-4.13%
Expected long-term rate of return	6.95-7.50%	6.95-7.50%	4.65%	4.45%	n/a	n/a
Wages increases	n/a	3.00%	n/a	n/a	n/a	n/a

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Commitments and Contingent Liabilities

12 Months Ended

Dec. 31, 2018

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingent Liabilities

NOTE 10 – COMMITMENTS AND CONTINGENT LIABILITIES:

Outstanding standby and commercial letters of credit as of December 31, 2018, approximated $21,000, the majority of which serves as collateral for the IRB debt. In addition, outstanding surety bonds guaranteeing certain obligations of two of the Corporation’s foreign pension benefit plans approximated $4,000 (SEK 33,900) as of December 31, 2018.

Approximately 39% of the Corporation’s employees, including ASW, are covered by collective bargaining agreements that have expiration dates ranging from August 2019 to May 2022. Collective bargaining agreements expiring in 2019 (representing approximately 55% of the covered employees) will be negotiated with the intent to secure mutually beneficial, long-term arrangements.

See Note 12 regarding derivative instruments, Note 18 regarding litigation and Note 20 for environmental matters.

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Accumulated Other Comprehensive Loss

12 Months Ended

Dec. 31, 2018

Equity [Abstract]

Accumulated Other Comprehensive Loss

NOTE 11 – ACCUMULATED OTHER COMPREHENSIVE LOSS:

Net change and ending balances for the various components of other comprehensive income (loss) and for accumulated other comprehensive loss as of and for the years ended December 31, 2017, and 2018, are summarized below.

	Foreign Currency Translation Adjustments			Unrecognized Components of Employee Benefit Plans			Unrealized Holding Gains on Securities			Derivatives			Accumulated Other Comprehensive Loss
Balance at January 1, 2017		(22,973	)		(38,636	)		59			551			(60,999	)
Net Change		11,041			10,582			573			134			22,330
Impact from adoption of ASU 2018-02		0			(6,142	)		0			54			(6,088	)
Balance at December 31, 2017		(11,932	)		(34,196	)		632			739			(44,757	)
Cumulative effect of ASU 2016-01		0			0			(632	)		0			(632	)
Balance at January 1, 2018, adjusted		(11,932	)		(34,196	)		0			739			(45,389	)
Net Change		(6,710	)		3,294			0			(803	)		(4,219	)
Balance at December 31, 2018	$	(18,642	)	$	(30,902	)	$	0		$	(64	)	$	(49,608	)

On January 1, 2018, ASU 2016-01 became effective, which requires entities to record changes in fair value for certain investments in equity securities through net income (loss) versus other comprehensive income (loss). Accordingly, no amounts for changes in fair value of the Corporation’s marketable securities were reclassified from accumulated other comprehensive loss to net loss for the year ended December 31, 2018. For the year ended December 31, 2017, the Corporation reclassified an insignificant amount of realized gains from the sale of marketable securities to the consolidated statement of operations. Prior year amounts for the amortization of unrecognized employee benefit costs have been adjusted to include the effects of ASU 2017-07, which became effective on January 1, 2018. The following summarizes the line items affected on the consolidated statements of operations for components reclassified from accumulated other comprehensive loss for each of the years ended December 31. Amounts in parentheses represent credits to net loss.

	2018			2017
Amortization of unrecognized employee benefit costs:
Other expense	$	89		$	3,283
Income tax provision		0			0
Net of income tax	$	89		$	3,283
Realized gains from settlement of cash flow hedges:
Depreciation and amortization (foreign currency purchase contracts)	$	(23	)	$	(31	)
Costs of products sold (excluding depreciation and    amortization) (futures contracts – copper and aluminum)		(67	)		(639	)
Total before income tax		(90	)		(670	)
Income tax provision		0			0
Net of income tax	$	(90	)	$	(670	)

There was no income tax expense (benefit) associated with the various components of other comprehensive income (loss) for either year due to the Corporation having a valuation allowance recorded against its deferred income tax assets for the jurisdiction where the expense is recognized. Foreign currency translation adjustments exclude the effect of income taxes since earnings of non-U.S. subsidiaries are deemed to be reinvested for an indefinite period of time.

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Derivative Instruments

12 Months Ended

Dec. 31, 2018

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Derivative Instruments

NOTE 12 – DERIVATIVE INSTRUMENTS:

Certain operations of the Corporation 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. As of December 31, 2018, approximately $32,983 of anticipated foreign-denominated sales has been hedged which are covered by fair value contracts settling at various dates through January 2020.

Additionally, certain divisions of the Air and Liquid Processing segment 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. At December 31, 2018, approximately 51% or $2,547 of anticipated copper purchases over the next nine months and 56% or $507 of anticipated aluminum purchases over the next six months are hedged.

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.

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

The following summarizes location and fair value of the foreign currency sales contracts recorded on the consolidated balance sheets as of December 31:

	Location	2018		2017
Fair value hedge contracts	Other current assets	$	44	$	961
	Other current liabilities		950		89
	Other noncurrent liabilities		70		1
Fair value hedged item	Receivables		232		(269	)
	Other current assets		967		169
	Other noncurrent assets		105		16
	Other current liabilities		12		907

The change in the fair value of the cash flow contracts is recorded as a component of accumulated other comprehensive loss. Amounts recognized as and reclassified from accumulated other comprehensive loss are recorded as a component of other comprehensive income (loss) and are summarized below. Amounts are after-tax, where applicable. Certain amounts recognized as comprehensive income (loss) for 2018 and 2017 have no tax effect due to the Corporation recording a valuation allowance against its deferred income tax assets in the related jurisdictions. See Note 19. The difference between the balances at December 31, 2017, and January 1, 2018, represents the impact from the adoption of ASU 2018-02.

For the Year Ended December 31, 2018	Beginning of the Year		Recognized			Reclassified		End of the Year
Foreign currency purchase contracts	$	239	$	0		$	23	$	216
Future contracts – copper and aluminum		500		(713	)		67		(280	)
Change in fair value	$	739	$	(713	)	$	90	$	(64	)
For the Year Ended December 31, 2017
Foreign currency purchase contracts	$	216	$	0		$	31	$	185
Future contracts – copper and aluminum		335		804			639		500
Change in fair value	$	551	$	804		$	670	$	685

The change in fair value reclassified or expected to be reclassified from accumulated other comprehensive loss to earnings is summarized below. All amounts are pre-tax.

	Location of Gain (Loss) in Statements	Estimated to be Reclassified in the Next			Year Ended December 31,
	of Operations	12 Months			2018		2017
Foreign currency purchase contracts	Depreciation and amortization	$	27		$	23	$	31
Futures contracts – copper and    aluminum	Costs of products sold (excluding depreciation and amortization)		(280	)		67		639

Losses on foreign exchange transactions included in other expense approximated $(1,480) and $(747) for 2018 and 2017, respectively.

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Fair Value

12 Months Ended

Dec. 31, 2018

Fair Value Disclosures [Abstract]

Fair Value

NOTE 13 – FAIR VALUE:

The following summarizes financial assets and liabilities reported at fair value on a recurring basis in the accompanying consolidated balance sheets at December 31:

2018	Quoted Prices in Active Markets for Identical Inputs (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Investments
Other noncurrent assets	$	3,659	$	0	$	0	$	3,659
Foreign currency exchange contracts
Other current assets		0		1,011		0		1,011
Other noncurrent assets		0		105		0		105
Other current liabilities		0		962		0		962
Other noncurrent liabilities		0		70		0		70
2017
Investments
Other noncurrent assets	$	4,204	$	0	$	0	$	4,204
Foreign currency exchange contracts
Other current assets		0		1,130		0		1,130
Other noncurrent assets		0		16		0		16
Other current liabilities		0		996		0		996
Other noncurrent liabilities		0		1		0		1

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 debt approximates its carrying value. Additionally, the fair value of trade receivables and trade payables approximates their carrying value.

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Revenue

12 Months Ended

Dec. 31, 2018

Revenue From Contract With Customer [Abstract]

Revenue

NOTE 14 – REVENUE:

Net sales by geographic area for the years ended December 31, 2018, and 2017, are outlined below. When disaggregating revenue, consideration was given to information regularly reviewed by the chief operating decision maker to evaluate the financial performance of the operating segments and make resource allocation decisions.

	Net Sales(1)
Geographic Areas:	2018		2017
United States	$	209,536	$	194,982
Foreign		209,896		190,173
	$	419,432	$	385,155

	Net Sales by Product Line(2)
	2018		2017
Forged and cast mill rolls	$	270,241	$	254,638
Forged engineered products		59,289		42,645
Heat exchange coils		26,761		28,998
Centrifugal pumps		35,868		35,607
Air handling systems		27,273		23,267
	$	419,432	$	385,155

(1) Net sales are attributed to countries based on location of the customer. Sales to individual countries were less than 10% of consolidated net sales for each of the years.

(2) For 2018 and 2017, no customers within the Forged and Cast Engineered Products exceeded 10% of its net sales. For the Air and Liquid Processing segment, one customer accounted for 13% of its net sales in 2018 and no customers exceeded 10% of net sales for 2017.

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Stock-Based Compensation

12 Months Ended

Dec. 31, 2018

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-Based Compensation

NOTE 15 – STOCK-BASED COMPENSATION:

In May 2016, the shareholders of the Corporation approved the adoption of the Ampco-Pittsburgh Corporation 2016 Omnibus Incentive Plan (the “Incentive Plan”), which authorizes the issuance of up to 1,100,000 shares of the Corporation’s common stock for awards under the Incentive Plan. The Incentive Plan replaces the 2011 Omnibus Incentive Plan (the “Predecessor Plan”). No new awards will be granted under the Predecessor Plan. Any awards outstanding under the Predecessor Plan will remain subject to and be paid under the Predecessor Plan, and any shares subject to outstanding awards under the Predecessor Plan that subsequently expire, terminate, or are surrendered or forfeited for any reason without issuance of shares (equal to 140,251 shares at December 31, 2018) will automatically become available for issuance under the Incentive Plan.

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. If any award is canceled, terminates, expires or lapses for any reason prior to the issuance of shares, or if shares are issued under the Incentive Plan and thereafter are forfeited to the Corporation, the shares subject to such awards and the forfeited shares will not count against the aggregate number of shares available under the Incentive Plan. Shares tendered or withheld to pay the option exercise price or tax withholding will continue to count against the aggregate number of shares of common stock available for grant under the Incentive Plan. Any shares repurchased by the Corporation with cash proceeds from the exercise of options will not be added back to the pool of shares available for grant under the Incentive Plan.

The Incentive Plan may be administered by the Board of Directors or the Compensation Committee of the Board of Directors. The Compensation Committee 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 and the nature, amount and terms of such awards. The Incentive Plan also provides for equity-based awards during any one year to non-employee members of the Board of Directors, based on the grant date fair value, not to exceed $200. The limit does not apply to shares received by a non-employee director at his or her election in lieu of all or a portion of the director’s retainer for board service. The number of shares of common stock issued to non-employee directors was 72,170 and 50,000 in 2018 and 2017, respectively.

The Compensation Committee has granted time-vesting restricted stock units (RSUs) and performance-vesting restricted stock units (PSUs) to select individuals. Each RSU represents the right to receive one share of common stock of the Corporation at a future date after the RSU has become earned and vested, subject to the terms and conditions of the RSU award agreement. The RSUs typically vest over a three-year period. The PSUs can be earned depending upon the achievement of a performance or market condition and a time-vesting condition as follows: (i) achievement of a targeted return on invested capital or a basic earnings per share during the performance period beginning in the year of grant and continuing for two subsequent years; (ii) achievement of a three-year cumulative relative total shareholder return as ranked against other companies included in the Corporation’s peer group; and (iii) remaining continuously employed with the Corporation through the end of the year following three years from the date of grant. Earlier vesting of the stock units is permitted under certain conditions, such as upon a change of control of the Corporation, or as approved by the Board of Directors.

The grant date fair value for the RSUs equals the closing price of the Corporation’s common stock on the NYSE on the date of grant. The grant date fair value for PSUs subject to a market condition is determined using a Monte Carlo simulation model and the grant date fair value for PSUs that vest subject to a performance condition is equal to the closing price of the Corporation’s stock on the NYSE on the date of grant. The determination of the fair value of these awards takes into consideration the likelihood of achievement of the market or performance condition and is adjusted for subsequent changes in the estimated or actual outcome of the condition. Unrecognized compensation expense associated with the RSUs and PSUs equaled $2,246 at December 31, 2018, and is expected to be recognized over a weighted average period of approximately 2 years.

A summary of outstanding incentive options (RSUs and PSUs) as of December 31, 2017, and 2018, and activity for the years then ended, is as follows:

	Number of RSUs			Weighted Average Fair Value		Number of PSUs			Weighted Average Fair Value
Outstanding at January 1, 2017		155,845		$	17.53		39,348		$	21.62
Granted		76,473			14.00		97,788			14.93
Converted to common stock		(58,677	)		17.25		0		N/A
Forfeited/cancelled		(14,935	)		16.76		(34,622	)		14.99
Outstanding at December 31, 2017		158,706			16.00		102,514			17.47
Granted		117,501			9.70		94,703			10.06
Converted to common stock		(83,786	)		16.38		0		N/A
Forfeited/cancelled		(19,716	)		13.65		(70,630	)		18.79
Outstanding at December 31, 2018		172,705		$	11.77		126,587		$	11.19

A summary of outstanding stock options as of December 31, 2017, and 2018, and activity for the years then ended, is as follows:

	Number of Shares Under Options			Weighted Average Exercise Price		Remaining Contractual Life In Years		Intrinsic Value
Outstanding at January 1, 2017		1,005,836		$	24.07		4.2	$	0
Granted		0		N/A
Exercised		0		N/A
Forfeited/cancelled		(190,501	)		26.03
Outstanding at December 31, 2017		815,335			23.61		3.3		0
Granted		0		N/A
Exercised		0		N/A
Forfeited/cancelled		(209,750	)		32.47
Outstanding at December 31, 2018		605,585		$	20.54		2.8	$	0
Exercisable at December 31, 2018		605,585		$	20.54		2.8	$	0
Vested or expected to vest at December 31, 2018		605,585		$	20.54		2.8	$	0

Stock-based compensation expense for all awards, including expense for shares to be issued to non-employee directors, approximated $2,115 and $2,400 for 2018 and 2017, respectively. There was no income tax benefit recognized in the consolidated statements of operations due to the Corporation having a valuation allowance recorded against its deferred income tax assets for the jurisdiction where the expense was recognized. See Note 19.

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Operating Leases

12 Months Ended

Dec. 31, 2018

Leases [Abstract]

Operating Leases

NOTE 16 – OPERATING LEASES:

The Corporation leases certain factory and office space and certain equipment. Operating lease expense was $1,412 in 2018 and $1,244 in 2017. Operating lease payments for subsequent years are $582 for 2019, $426 for 2020, $374 for 2021, $355 for 2022, $345 for 2023 and $4,249 thereafter.

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Research and Development Costs

12 Months Ended

Dec. 31, 2018

Research And Development [Abstract]

Research and Development Costs

NOTE 17 – RESEARCH AND DEVELOPMENT COSTS:

Expenditures relating to the development of new products, identification of products or process alternatives and modifications and improvements to existing products and processes are expensed as incurred. These expenses approximated $2,664 for 2018 and $3,386 for 2017.

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Litigation

12 Months Ended

Dec. 31, 2018

Text Block [Abstract]

Litigation

NOTE 18 – LITIGATION:

The Corporation and its subsidiaries are involved in various claims and lawsuits incidental to their businesses and are also subject to asbestos litigation as described below. In February 2017, the Corporation, its indirect subsidiary Akers National Roll Company, as well as the Akers National Roll Company Health & Welfare Benefits Plan were named as defendants in a class action complaint filed in the United States District Court for the Western District of Pennsylvania, where the plaintiffs (currently retired former employees of Akers National Roll Company and the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial, and Service Workers International Union, AFL-CIO) alleged that the defendants breached collective bargaining agreements and violated the benefit plan by modifying medical benefits of the plaintiffs and similarly situated retirees. The defendants moved to dismiss the case, and plaintiffs petitioned the court to compel arbitration. On June 13, 2017, the District Court compelled arbitration and denied the defendants’ motion to dismiss as moot. Defendants appealed this decision to the Third Circuit Court of Appeals on June 21, 2017. The Third Circuit Court of Appeals reversed the District Court’s decision to compel arbitration on August 29, 2018. The plaintiffs filed a petition for rehearing, which was denied. Rather than litigating the merits of the case at the United States District Court for the Western District of Pennsylvania, the Corporation reached a settlement agreement in principle with the plaintiffs, which remains subject to approval by the court. As expected, the final resolution of this settlement agreement will not have a material adverse effect on our results of operations, financial position, liquidity or capital resources.

Asbestos Litigation

Claims have been asserted alleging personal injury from exposure to asbestos-containing components historically used in some products manufactured by predecessors of Air & Liquid (“Asbestos Liability”). Air & Liquid, 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 Air & Liquid and the Corporation for the two years ended December 31, 2018, and 2017:

	2018			2017
Total claims pending at the beginning of the period		6,907			6,618
New claims served		1,338			1,365
Claims dismissed		(1,123	)		(718	)
Claims settled		(350	)		(358	)
Total claims pending at the end of the period(1)		6,772			6,907
Gross settlement and defense costs (in 000’s)	$	24,324		$	21,431
Average gross settlement and defense costs per claim resolved (in 000’s)	$	16.51		$	19.92

(1) Included as “open claims” are approximately 668 and 479 claims in 2018 and 2017, respectively, 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 was reported and 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.

Asbestos Insurance

The Corporation and Air & Liquid are parties to a series of settlement agreements (“Settlement Agreements”) with insurers that have coverage obligations for Asbestos Liability (the “Settling Insurers”). 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 Settlement Agreements encompass the substantial majority of insurance policies that provide coverage for claims for Asbestos Liability.

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”), which was acquired by Howden. 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.

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. Based on this analysis, the Corporation recorded a reserve for Asbestos Liability claims pending or projected to be asserted through 2013 as of December 31, 2006. HR&A’s analysis has been periodically updated since that time. In 2018, the Corporation engaged Nathan Associates Inc. (“Nathan”) to update the liability valuation, and additional reserves were established by the Corporation as of December 31, 2018, for Asbestos Liability claims pending or projected to be asserted through 2052. The methodology used by Nathan in its projection in 2018 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 prior estimates, relied upon and included the following factors:

• 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;

• 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, 2016, to August 19, 2018;

• 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, 2016, to August 19, 2018, 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, Nathan estimated in 2018 the number of future claims for Asbestos Liability that would be filed through the year 2052, as well as the settlement or indemnity costs that would be incurred to resolve both pending and future unasserted claims through 2052. This methodology has been accepted by numerous courts.

In conjunction with developing the aggregate liability estimate referenced above, the Corporation also developed an estimate of probable insurance recoveries for its Asbestos Liability. In developing the estimate, the Corporation considered Nathan’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 in effect, 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, and 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 consulted with a nationally recognized insurance consulting firm it retained 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 Liability. 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 2052.

With the assistance of Nathan, the Corporation extended its estimate of the Asbestos Liability, including the costs of settlement and defense costs relating to currently pending claims and future claims projected to be filed against the Corporation through the estimated final date by which the Corporation expects to have settled all asbestos-related claims in 2052. The Corporation’s previous estimate was for asbestos claims filed or projected to be filed against the Corporation through 2026. Our ability to reasonably estimate this liability through the expected final date of settlement for all asbestos-related claims of this litigation instead of a ten-year period was based on several factors:  

• There have been generally favorable trends developments in the trend of case law which has been a contributing factor in stabilizing the asbestos claims activity and related settlement and defense costs;

• There have been significant actions taken by certain state legislatures and courts that have reduced the number and type of claims that can proceed to trial;

• The Corporation has coverage-in-place agreements with almost all of its excess insurers which enables the Corporation to project a stable relationship between settlement and defense costs paid by the Corporation and reimbursements from its insurers; and

• Annual settlements with respect to groups of cases with certain plaintiff firms have helped to stabilize indemnity payments and defense costs.

Taking these factors into consideration, the Corporation believes there is greater predictability of outcomes from settlements, a reduction in the volatility of defense costs, and it has gained substantial experience as an asbestos defendant. As a result, the Corporation believes the uncertainty in estimating the Asbestos Liability beyond 10 years has been reduced and it now has sufficient information to estimate the Asbestos Liability through 2052, the estimated final date by which the Corporation expects to have settled all asbestos-related claims.

The Corporation’s reserve at December 31, 2018, for the total costs, including defense costs, for Asbestos Liability claims pending or projected to be asserted through 2052, was $227,922. Defense costs are estimated at 80% of settlement costs. The Corporation’s receivable at December 31, 2018, 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 December 31, 2018, and the probable payments and reimbursements relating to the estimated indemnity and defense costs for pending and unasserted future Asbestos Liability claims, was $152,508.

The following table summarizes activity relating to insurance recoveries for each of the years ended December 31, 2018, and 2017.

	2018			2017
Insurance receivable – asbestos, beginning of the year	$	100,342		$	115,945
Settlement and defense costs paid by insurance carriers		(17,420	)		(15,603	)
Changes in estimated coverage		69,586			0
Insurance receivable – asbestos, end of the year	$	152,508		$	100,342

The insurance receivable recorded by the Corporation does not assume any recovery from insolvent carriers and a substantial majority of the insurance recoveries deemed probable is 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 amounts recorded by the Corporation for Asbestos Liability and insurance receivable 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 Nathan’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, compliance by relevant parties with the terms of the Settlement Agreements, 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 receivable 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 receivable 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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Income Taxes

12 Months Ended

Dec. 31, 2018

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 19 – INCOME TAXES:

On December 22, 2017, the U.S. federal government enacted the Tax Reform, to become effective as of January 1, 2018, which, among other things, lowered the U.S. corporate statutory income tax rate from 35% to 21%, implemented a modified territorial tax system and imposed a one-time tax on deemed repatriated earnings of foreign subsidiaries. In response to the Tax Reform, Staff Accounting Bulletin No. 118 (SAB 118) was issued to address the application of U.S. Generally Accepted Accounting Principles in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Reform. Accordingly, for 2017, the Corporation recorded provisional amounts for certain effects of the Tax Reform by making a reasonable estimate of the:  (i) one-time repatriation transition tax; (ii) increased bonus depreciation for assets placed in service on or after September 27, 2017; and (iii) effects on the Corporation’s existing deferred income tax balances. In 2018, the Corporation recorded adjustments to the provisional amounts and completed its accounting for tax effects of the Tax Reform.

In 2017, the Tax Reform negatively impacted the Corporation’s income tax provision by approximately $1,565, principally related to the one-time repatriation transition tax offset by income tax benefits resulting from 100% bonus depreciation. Originally, there was no cash outlay due to the Tax Reform; however, it reduced the amount of the Corporation’s carry back refund that it would have been able to receive. Additionally, there was no significant impact from remeasuring its U.S. deferred income tax assets and liabilities at the new enacted statutory income tax rate since these net deferred income tax assets were fully valued.

After further guidance was issued in 2018 from the Internal Revenue Service, the Corporation elected with the filing of its 2017 U.S. Corporate income tax return to record separately the one-time repatriation transition tax liability of approximately $2,369 which, as permitted, will be remitted over eight years. As a result, the Corporation increased its income tax receivable related to the carry back of the 2017 net operating loss and generated AMT credits by the combined amount of $1,419. Lastly, the Corporation further increased the 2017 U.S. federal net operating loss carryforward by approximately $741; however, there was no net tax impact as this deferred tax asset is fully valued. During 2018, the Corporation received approximately $3,500 of U.S. federal income tax refunds.

(Loss) income from continuing operations before income taxes and gain on sale of joint venture is comprised of the following:

	2018			2017
Domestic	$	(48,169	)	$	(16,988	)
Foreign		4,362			(454	)
Loss from continuing operations before income taxes and gain on sale of    joint venture	$	(43,807	)	$	(17,442	)

At December 31, 2018, the Corporation has federal net operating loss carryforwards of $18,745, of which $12,011 can be carried forward indefinitely, but will be limited to 80 percent of taxable income in any given year. The balance of $6,734 will begin to expire in 2035. Additionally, at December 31, 2018, the Corporation had state net operating loss carryforwards of $40,550, which begin to expire in 2019, foreign net operating loss carryforwards from continuing operations of $52,332, which begin to expire in 2019, and capital loss carryforwards of $768, which do not expire.

The income tax provision (benefit) for continuing operations consisted of the following:

	2018			2017
Current:
Federal	$	1,166		$	(4,698	)
State		73			(440	)
Foreign		839			606
Current income tax provision (benefit)		2,078			(4,532	)
Deferred:
Federal		(10,881	)		1,259
State		(2,189	)		(112	)
Foreign		3,350			1,876
Increase in valuation allowance		7,910			154
Deferred income tax (benefit) provision		(1,810	)		3,177
Total income tax provision (benefit)	$	268		$	(1,355	)

During 2018, the Corporation released the valuation allowance previously established against the net deferred income tax assets of ATR on the basis that it was “more likely than not” the assets would be realized due to continued earnings and forecasts sufficient to utilize the net deferred income tax assets.  

The difference between statutory U.S. federal income tax and the Corporation’s effective income tax was as follows:

	2018			2017
Computed at statutory rate	$	(8,943	)	$	(5,635	)
Tax differential on non-U.S. earnings		56			(108	)
State income taxes		(2,131	)		(398	)
Meals and entertainment		76			138
Alternative minimum tax credits		(433	)		0
Increase in valuation allowance		7,910			154
Repatriation transition tax impact		1,383			3,284
Adjustments to net operating losses		1,879			0
Reclassification of discontinued operations increase in valuation    allowance		0			930
Other – net		471			280
Total income tax provision (benefit)	$	268		$	(1,355	)

Deferred income tax assets and liabilities as of December 31, 2018, and 2017, are summarized below. Unremitted earnings of the Corporation’s non-U.S. subsidiaries and affiliates are deemed to be permanently reinvested and, accordingly, no deferred income tax liability has been recorded. If the Corporation were to remit any foreign earnings to the U.S., the estimated tax impact would be insignificant.

	2018			2017
Assets:
Employment – related liabilities	$	10,667		$	10,971
Pension liability – foreign		996			1,633
Pension liability – domestic		8,527			9,004
Liabilities related to discontinued operations		144			186
Capital loss carryforwards		305			308
Asbestos-related liability		18,894			12,179
Net operating loss – domestic		3,936			674
Net operating loss – state		3,057			2,782
Net operating loss – foreign		9,514			12,232
Inventory related		3,905			2,711
Impairment charge associated with investment in MG		1,050			1,155
Other		3,208			3,357
Gross deferred income tax assets		64,203			57,192
Valuation allowance		(33,881	)		(26,933	)
		30,322			30,259
Liabilities:
Depreciation		(25,420	)		(26,784	)
Intangible assets – finite life		(1,181	)		(1,564	)
Intangible assets – indefinite life		(550	)		(605	)
Other		(147	)		(149	)
Gross deferred income tax liabilities		(27,298	)		(29,102	)
Net deferred income tax assets	$	3,024		$	1,157

Unrecognized tax benefits and changes in unrecognized tax benefits for the years ended December 31, 2018, and 2017, are insignificant. If the unrecognized tax benefits were recognized, the effect on the Corporation’s effective income tax rate would also be insignificant. The amount of penalties and interest recognized in the consolidated balance sheets as of December 31, 2018, and 2017, and in the consolidated statements of operations for 2018 and 2017 is insignificant.

The Corporation is subject to taxation in the United States, various states and foreign jurisdictions, and remains subject to examination by tax authorities for tax years 2015 – 2018. The Corporation is currently under audit by the Internal Revenue Service of its consolidated federal tax returns for the 2014 – 2016 tax years. Additionally, the Corporation’s subsidiary, UES, is currently under audit by the Pennsylvania Department of Revenue for the 2015 and 2016 tax years. No material changes are anticipated.

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Environmental Matters

12 Months Ended

Dec. 31, 2018

Environmental Remediation Obligations [Abstract]

Environmental Matters

NOTE 20 – ENVIRONMENTAL MATTERS:

The Corporation is currently performing certain remedial actions in connection with the sale of real estate previously owned and periodically incurs costs to maintain compliance with environmental laws and regulations. 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, the potential liability for remedial actions and environmental compliance measures of approximately $324 at December 31, 2018, is considered adequate based on information known to date.

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Related Parties

12 Months Ended

Dec. 31, 2018

Related Party Transactions [Abstract]

Related Parties

NOTE 21 – RELATED PARTIES:

ATR has a loan outstanding with its minority shareholder. The loan originally matured in 2008 but has been renewed continually for one-year periods. Interest does not compound and has accrued on the outstanding balance, since inception, at the three-to-five-year loan interest rate set by the People’s Bank of China in effect at the time of renewal. The loan balance approximated $4,056 (RMB 27,901) at December 31, 2018, and $5,325 (RMB 34,655) at December 31, 2017. During 2018, ATR repaid $449 (RMB 3,090) in principal and $145 (RMB 1,000) in accrued interest. Additionally, the shareholders converted a portion of their loans outstanding with ATR to equity. The conversion was in proportion to their respective ownership interest, with TISCO converting $872 (RMB 6,000) of its loans to equity. The interest rate for 2018 approximated 5%, and accrued interest approximated $2,297 (RMB 15,800) and $2,682 (RMB 17,457) as of December 31, 2018, and 2017, which is recorded in other current liabilities. Purchases from ATR’s minority shareholder and its affiliates, which were in the ordinary course of business, approximated $11,248 (RMB 77,356) and $7,752 (RMB 52,418) in 2018 and 2017, respectively. Excluding the loan and interest outstanding, the amount payable to ATR’s minority shareholder and its affiliates approximated $208 (RMB 1,429) and $296 (RMB 1,929) at December 31, 2018, and 2017, respectively. Sales to ATR’s minority shareholder and its affiliates, which were in the ordinary course of business, approximated $11,697 (RMB 77,464) and $8,564 (RMB 57,909) for 2018 and 2017, respectively. No amounts were due from ATR’s minority shareholder or its affiliates as of December 31, 2018, or 2017.

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Business Segments

12 Months Ended

Dec. 31, 2018

Segment Reporting [Abstract]

Business Segments

NOTE 22 – BUSINESS SEGMENTS:

The Corporation organizes its business into two operating segments—Forged and Cast Engineered Products and Air and Liquid Processing. Summarized financial information concerning the Corporation’s reportable segments is shown in the following tables. Corporate assets included under Identifiable Assets represent primarily cash and cash equivalents and other items not allocated to reportable segments. Long-lived assets exclude deferred income tax assets. Corporate costs are comprised of operating costs of the corporate office and other costs not allocated to the segments. The accounting policies are the same as those described in Note 1.

	Net Sales				(Loss) Income from Continuing Operations Before Income Taxes and Gain on Sale of Joint Venture
	2018		2017		2018			2017
Forged and Cast Engineered Products	$	329,530	$	297,283	$	(6,605	)	$	(6,887	)
Air and Liquid Processing(1)		89,902		87,872		(22,129	)		10,682
Total Reportable Segments		419,432		385,155		(28,734	)		3,795
Corporate costs, including other income (expense)	0		0			(15,073	)		(21,237	)
Consolidated total	$	419,432	$	385,155	$	(43,807	)	$	(17,442	)

	Capital Expenditures				Depreciation and Amortization Expense				Identifiable Assets(2)
	2018		2017		2018		2017		2018		2017
Forged and Cast Engineered Products	$	8,801	$	12,277	$	20,189	$	20,113	$	348,017	$	380,437
Air and Liquid Processing		911		560		996		1,072		187,449		132,341
Corporate		7		174		194		191		15,415		19,031
	$	9,719	$	13,011	$	21,379	$	21,376	$	550,881	$	531,809

	Long-Lived Assets(3)				(Loss) Income from Continuing Operations Before Income Taxes and Gain on Sale of Joint Venture
Geographic Areas:	2018		2017		2018			2017
United States	$	268,731	$	235,646	$	(48,234	)	$	(18,122	)
Foreign		71,334		76,684	$	4,427		$	680
	$	340,065	$	312,330	$	(43,807	)	$	(17,442	)

(1) (Loss) income from continuing operations before income taxes and gain on sale of joint venture for the Air and Liquid Processing segment for 2018 includes a charge of $32,910 for the estimated costs of asbestos-related litigation through 2052, the estimated final date by which the Corporation expects to have settled all asbestos-related claims, net of estimated insurance recoveries.

(2) Identifiable assets exclude assets of discontinued operations.Identifiable assets for the Forged and Cast Engineered Products segment include investments in joint ventures of $2,175 at December 31, 2018, and 2017. The change in the identifiable assets of the Air and Liquid Processing segment relates primarily to the movement in asbestos-related insurance receivables, the balances of which equaled $152,508 and $100,342 at December 31, 2018, and 2017, respectively.

(3) Foreign long-lived assets represent primarily assets of the foreign operations, excluding assets of discontinued operations. Long-lived assets of the U.S. include noncurrent asbestos-related insurance receivables of $135,508 and $87,342 for 2018 and 2017, respectively.

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Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2018

Valuation And Qualifying Accounts [Abstract]

Valuation and Qualifying Accounts

SCHEDULE II

Valuation and Qualifying Accounts

For the Years Ended December 31, 2018, and 2017

(in thousands)

	Additions
Description	Balance at Beginning of Period		Charged to Costs and Expenses		Charged to Other Accounts				Deductions				Other(4)			Balance at End of Period
Year ended December 31, 2018
Allowance for doubtful accounts	$	962	$	275	$	(1	)	(1)	$	(255	)		$	(3	)	$	978
Valuation allowance against gross deferred income    tax assets	$	26,933	$	0	$	7,910		(2)	$	(181	)		$	(781	)	$	33,881
Year ended December 31, 2017(5)
Allowance for doubtful accounts	$	621	$	317	$	(28	)	(1)	$	50			$	2		$	962
Valuation allowance against gross deferred income    tax assets	$	33,696	$	0	$	154		(2)	$	(7,468	)	(3)	$	551		$	26,933

(1) Represents collection of receivables previously provided for in the allowance for doubtful accounts.

(2) Represents valuation allowances established for deferred income tax assets since it is more likely than not that the assets will not be realized.

(3) Represents decrease in valuation allowance during 2017, primarily due to the reduction in the U.S. corporate statutory income tax rate from 35% to 21%..

(4) Represents primarily the impact from changes in foreign currency exchange rates.

(5) Balances and activity for the year ended December 31, 2017, have been recast to exclude ASW Steel Inc. which, as of December 31, 2018, has been recorded as a discontinued operation. See Note 2 (Discontinued Operations and Disposition) of this Annual Report on Form 10-K.

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2018

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The financial information included herein reflects the consolidated financial position of the Corporation as of December 31, 2018, and 2017, and the consolidated results of its operations and cash flows for the years then ended. The Corporation has presented the assets and liabilities of ASW and its operating results and cash flows as discontinued operations in the accompanying financial statements as of and for the year ended December 31, 2018, and 2017. All footnotes exclude balances and activity of ASW unless otherwise noted. Additionally, certain prior year balances in the accompanying consolidated statement of operations and segment information for the year ended December 31 2017, have been recast to conform to the current year presentation for the adoption of Accounting Standards Update (“ASU”) 2018-14, Changes to the Disclosure Requirements for Defined Benefit Plans.

Consolidation

Consolidation

The accompanying consolidated financial statements include the assets, liabilities, revenues and expenses of all majority owned subsidiaries and joint ventures over which the Corporation exercises control and, when applicable, entities for which the Corporation has a controlling financial interest or is the primary beneficiary. Investments in joint ventures where the Corporation owns 20% to 50% of the voting stock and has the ability to exercise significant influence over the operating and financial policies of the joint venture are accounted for using the equity method of accounting. Investments in joint ventures where the Corporation does not have the ability to exercise significant influence over the operating and financial policies of the joint venture are accounted for using the cost method of accounting. Investments in joint ventures are reviewed for impairment whenever events or circumstances indicate the carrying amount of the investment may not be recoverable. If the estimated fair value of the investment is less than the carrying amount and such decline is determined to be “other than temporary,” then the investment may not be fully recoverable potentially resulting in a write-down of the investment value. Intercompany accounts and transactions are eliminated.

Cash and Cash Equivalents

Cash and Cash Equivalents

Securities with purchased original maturities of three months or less are considered to be cash equivalents. The Corporation maintains cash and cash equivalents at various financial institutions which may exceed federally insured amounts.

Inventories

Inventories

Inventories are valued at the lower of cost and net realizable value, which is defined as the estimated selling price in the ordinary course of business less reasonably predictable costs of completion, disposal and transportation. Cost includes the cost of raw materials, direct labor and overhead for those items manufactured but not yet sold or for which control has not yet transferred to the customer. Fixed production overhead is allocated to inventories based on normal capacity of the production facilities. In periods of abnormally high production, the amount of fixed overhead allocated to each unit of production is decreased so that inventories are not measured above cost. The amount of fixed overhead allocated to inventories is not increased as a consequence of abnormally low production or plant idling. Costs for abnormal amounts of spoilage, handling costs and freight costs are charged to expense when incurred. Cost of domestic raw materials, work-in-process and finished goods inventories is primarily determined by the last-in, first-out (LIFO) method. Cost of domestic supplies and foreign inventories is determined primarily by the first-in, first-out (FIFO) method.

Property, Plant and Equipment

Property, Plant and Equipment

Property, plant and equipment purchased new is recorded at cost with depreciation computed using the straight-line method over the following estimated useful lives: land improvements – 15 to 20 years, buildings – 25 to 50 years and machinery and equipment – 3 to 25 years. Property, plant and equipment acquired as part of a business combination is recorded at its estimated fair value with depreciation computed using the straight-line method over the estimated remaining useful lives based in part on third-party valuations. Expenditures that extend economic useful lives are capitalized. Routine maintenance is charged to expense. Gains or losses are recognized on retirements or disposals. Property, plant and equipment are reviewed for impairment at least annually, as of October 1, or whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. If the undiscounted cash flows generated from the use and eventual disposition of the assets are less than their carrying value, then the asset value may not be fully recoverable potentially resulting in a write-down of the asset value. Estimates of future cash flows are based on expected market conditions over the remaining useful life of the primary asset(s). In addition, the remaining depreciation period for the impaired asset would be reassessed and, if necessary, revised. Proceeds from government grants are recorded as a reduction in the purchase price of the underlying assets and amortized against depreciation over the lives of the related assets.

Intangible Assets

Intangible Assets

Intangible assets primarily consist of developed technology, customer relationships and trade name. Intangible assets with finite lives are amortized using the straight-line method over their estimated useful life, which is determined by identifying the period over which most of the cash flows are expected to be generated. Additionally, intangible assets, both finite and indefinite lived, are reviewed for impairment at least annually, as of October 1, or whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. For finite-lived intangible assets, if the undiscounted cash flows attributable to the assets are less than their carrying value, then the asset value may not be fully recoverable, potentially resulting in a write-down of the asset value. For indefinite-lived intangible assets, if the discounted cash flows attributable to the assets are less than their carrying value, then the asset value may not be fully recoverable, potentially resulting in a write-down of the asset value. Also, if the estimate of an intangible asset’s remaining useful life changes, the remaining carrying value of the intangible asset will be amortized prospectively over the revised remaining useful life.

Assets of Discontinued Operations Held for Sale

Assets of Discontinued Operations Held for Sale

Assets are classified as “held for sale” when all of the following criteria for a plan of sale have been met: (1) management, having the authority to approve the action, commits to a plan to sell the assets; (2) the assets are available for immediate sale, in their present condition, subject only to terms that are usual and customary for sales of such assets; (3) an active program to locate a buyer and other actions required to complete the plan to sell the assets have been initiated; (4) the sale of the assets is probable and is expected to be completed within one year; (5) the assets are being actively marketed for a price that is reasonable in relation to their current fair value; and (6) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or the plan will be withdrawn. When all of these criteria have been met, the assets are classified as “held for sale” in the accompanying consolidated balance sheet. Assets classified as “held for sale” are reported at the lower of their carrying value or fair value less costs to sell. Depreciation of assets ceases upon designation as “held for sale”.

Debt Issuance Costs

Debt Issuance Costs

Debt issuance costs are amortized as interest expense over the scheduled maturity period of the debt. The costs related to the line-of-credit arrangement are amortized over the term of the arrangement, regardless of whether there are any outstanding borrowings. Unamortized debt issuance costs are either recognized as a direct deduction from the carrying amount of the related debt or, if related to a line-of-credit facility, as an other noncurrent asset on the consolidated balance sheet.

Product Warranty

Product Warranty

A warranty that ensures basic functionality is an assurance type warranty. A warranty that goes beyond ensuring basic functionality is considered a service type warranty. The Corporation provides assurance type warranties; it does not provide service type warranties. Provisions for assurance type warranties are recognized at the time the underlying sale is recorded. The provision is based on historical experience as a percentage of sales adjusted for potential claims when a liability is probable and for known claims.

Employee Benefit Plans

Employee Benefit Plans

Funded Status

If the fair value of the plan assets exceeds the projected benefit obligation, the over-funded projected benefit obligation is recognized as an asset (prepaid pensions within other noncurrent assets) on the consolidated balance sheet. Conversely, if the projected benefit obligation exceeds the fair value of the plan assets, the under-funded projected benefit obligation is recognized as a liability (employee benefit obligations) on the consolidated balance sheet. Gains and losses arising from the difference between actuarial assumptions and actual experience and unamortized prior service costs are recorded as a separate component of accumulated other comprehensive loss.

Net Periodic Pension and Other Postretirement Costs

Net periodic pension and other postretirement costs includes service cost, interest cost, expected rate of return on the market-related value of plan assets, amortization of prior service costs, and recognized actuarial gains or losses. When actuarial gains or losses exceed 10% of the greater of the projected benefit obligation or the market-related value of plan assets, they are amortized to net periodic pension and other postretirement costs over the average remaining service period of the employees expected to receive benefits under the plan or over the remaining life expectancy of the employees expected to receive benefits if “all or almost all” of the plan’s participants are inactive. When actuarial gains or losses are less than 10% of the greater of the projected benefit obligation or the market-related value of plan assets, they are included in net periodic pension and other postretirement costs indirectly as a result of lower/higher interest costs arising from a decrease/increase in the projected benefit obligation. The market-related value of plan assets is determined using a five-year moving average which recognizes gains or losses in the fair market value of assets at the rate of 20% per year.

Other Comprehensive Income (Loss)

Other Comprehensive Income (Loss)

Other comprehensive income (loss) includes changes in assets and liabilities from non-owner sources including foreign currency translation adjustments, unamortized prior service costs and unrecognized actuarial gains and losses associated with employee benefit plans, changes in the fair value of derivatives designated and effective as cash flow hedges, and, through December 31, 2017, unrealized holding gains and losses on securities designated as available for sale. Effective January 1, 2018, the Corporation adopted the provisions of ASU 2016-01, Recognition and Measurement of Financial Assets and Liabilities, which requires changes in unrealized holding gains and losses on securities designated as available for sale to be recorded through net income (loss) versus other comprehensive income (loss). The impact of the adoption of ASU 2016-01 is summarized under Recently Implemented Accounting Pronouncements in Note 1.

Certain components of other comprehensive income (loss) are presented net of income tax. Foreign currency translation adjustments exclude the effect of income tax since earnings of non-U.S. subsidiaries are deemed to be reinvested for an indefinite period of time.

Reclassification adjustments are amounts which are realized during the year and, accordingly, are deducted from other comprehensive income (loss) in the period in which they are included in net income (loss) or when a transaction no longer qualifies as a cash flow hedge. Foreign currency translation adjustments are included in net income (loss) upon sale or upon complete or substantially complete liquidation of an investment in a foreign entity. With respect to employee benefit plans, unamortized prior service costs are included in net income (loss), either immediately upon curtailment of the employee benefit plan or over the average remaining service period or life expectancy of the employees expected to receive benefits, and unrecognized actuarial gains and losses are included in net income (loss) indirectly as a result of lower/higher interest costs arising from a decrease/increase in the projected benefit obligation. Prior to the adoption of ASU 2016-01, unrealized holding gains and losses on securities were included in net income (loss) when the underlying security was sold. Changes in the fair value of derivatives are included in net income (loss) when the projected sale occurs or, if a foreign currency purchase contract, over the estimated useful life of the underlying asset.

Foreign Currency Translation

Foreign Currency Translation

Assets and liabilities of the Corporation’s foreign operations are translated at year-end exchange rates and the statements of operations are translated at the average exchange rates for the year. Gains or losses resulting from translating foreign currency financial statements are accumulated as a separate component of accumulated other comprehensive loss until the entity is sold or substantially liquidated.

Revenue Recognition

Revenue Recognition

Revenue from sales is recognized when persuasive evidence of an arrangement exists, the sales price is fixed or determinable, collectability is reasonably assured, and control of the product has transferred to the customer. Persuasive evidence of an arrangement identifies the final understanding between the parties as to the specific nature and terms of the agreed-upon transaction that creates enforceable obligations. It can be in the form of an executed purchase order from the customer, combined with an order acknowledgment from the Corporation, a sales agreement or longer-term supply agreement between the customer and the Corporation, or a similar arrangement deemed to be normal and customary business practice for that particular customer or class of customer (collectively, a sales agreement). Sales agreements typically include a single performance obligation for the manufacturing of product which is satisfied upon transfer of control of the product to the customer.

The sales price required to be paid by the customer is fixed or determinable from the sales agreement. It is not subject to refund or adjustment, except for a variable-index surcharge provision which is known at the time of shipment and increases or decreases, as applicable, the selling price of a mill roll for corresponding changes in the published index cost of certain raw materials. The variable-index surcharge is recognized as revenue when the corresponding revenue for the inventory is recognized.

Likelihood of collectability is assessed prior to acceptance of an order. In certain circumstances, the Corporation may require a deposit from the customer, a letter of credit, or another form of assurance for payment. An allowance for doubtful accounts is maintained based on historical experience. Payment terms are standard to the industry and generally require payment 30 days after control transfers to the customer.

Transfer of control is assessed based on alternative use of the product manufactured and, under the terms of the sales agreement, an enforceable right to payment for performance to date. Transfer of control, and therefore revenue recognition, occurs when title, ownership and risk of loss pass to the customer. Typically, this occurs when the product is shipped to the customer (i.e., FOB shipping point), delivered to the customer (i.e., FOB destination), or, for foreign sales, in accordance with trading guidelines known as Incoterms. Incoterms are standard trade definitions used in international contracts and are developed, maintained and promoted by the ICC Commission on Commercial Law and Practice. Shipping terms vary across the businesses and typically depend on the product, country of origin and type of transportation (truck or vessel). There are no customer-acceptance provisions other than customer inspection and testing prior to shipment. Post-shipment obligations are insignificant.

Amounts billed to the customer for shipping and handling are recorded within net sales and the related costs are recorded within costs of products sold (excluding depreciation and amortization). Amounts billed for taxes assessed by various government authorities (e.g., sales tax, value-added tax, etc.) are excluded from the determination of net income (loss) and instead are recorded as a liability until remitted to the government authority.

Stock-Based Compensation

Stock-Based Compensation

Stock-based compensation, such as stock options, restricted stock units and performance shares, is recognized over the vesting period based upon the fair value of the award at the date of grant. For stock options, the fair value is determined by the Black Scholes option pricing model and is expensed over the vesting period of three years. For restricted stock units, the fair value is equal to the closing price of the Corporation’s common stock on the New York Stock Exchange (“NYSE”) on the date of grant and is expensed over the vesting period, typically three years. For performance share awards that vest subject to a performance condition, the fair value is equal to the closing price of the Corporation’s stock on the NYSE on the date of grant. For performance share awards that vest subject to a market condition, fair value is determined using a Monte Carlo simulation model. The fair value of performance share awards is expensed over the performance period when it is probable that the performance condition will be achieved.

Derivative Instruments

Derivative Instruments

Derivative instruments which include forward exchange (for foreign currency sales and purchases) and futures contracts are recorded on the consolidated balance sheet as either an asset or a liability measured at their fair value. The accounting for changes in the fair value of a derivative depends on the use of the derivative. To the extent that a derivative is designated and effective as a cash flow hedge of an exposure to future changes in value, the change in the fair value of the derivative is deferred in accumulated other comprehensive 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 sale, the foreign currency sales contract 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 loss is reclassified to earnings (net sales) with subsequent changes in fair value recorded as a component of earnings (other income/expense). Upon occurrence of the anticipated purchase, the foreign currency purchase contract is settled and the change in fair value deferred in accumulated other comprehensive loss is reclassified to earnings (depreciation and amortization expense) over the life of the underlying assets. Upon settlement of a futures contract, the change in fair value deferred in accumulated other comprehensive loss is reclassified to earnings (costs of products sold, excluding depreciation and amortization) when the corresponding inventory is sold and revenue is recognized. 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 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). Cash flows associated with the derivative instruments are recorded as a component of operating activities on the consolidated statement of cash flows.

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

Fair Value

Fair Value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. A hierarchy of inputs is used to determine fair value measurements with three levels. Level 1 inputs are quoted prices in active markets for identical assets or liabilities and are considered the most reliable evidence of fair value. Level 2 inputs are observable prices that are not quoted on active exchanges. Level 3 inputs are unobservable inputs used for measuring the fair value of assets or liabilities.

Legal Costs

Legal Costs

Legal costs expected to be incurred in connection with loss contingencies are accrued when such costs are probable and estimable.

Income Taxes

Income Taxes

Income taxes are recognized during the year in which transactions enter into the determination of financial statement income. Deferred income tax assets and liabilities are recognized for the future tax consequences of temporary differences between the book carrying amount and the tax basis of assets and liabilities including net operating loss carryforwards. A valuation allowance is provided against a deferred income tax asset when it is “more likely than not” the asset will not be realized. Similarly, if a determination is made that it is “more likely than not” the deferred income tax asset will be realized, the related valuation allowance would be reduced and a benefit to earnings would be recorded. Penalties and interest are recognized as a component of the income tax provision.

In January 2018, the Financial Accounting Standards Board (the “FASB”) released guidance on the accounting for tax on the global intangible low-taxed income (“GILTI”) provisions of the Tax Cuts and Jobs Act (the “Tax Reform”). The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. Any taxes on GILTI inclusions are accounted for as period costs.

Tax benefits are recognized in the financial statements for tax positions taken or expected to be taken in a tax return when it is “more likely than not” that the tax authorities will sustain the tax position solely on the basis of the position’s technical merits. Consideration is given primarily to legislation and statutes, legislative intent, regulations, rulings and case law as well as their applicability to the facts and circumstances of the tax position when assessing the sustainability of the tax position. In the event a tax position no longer meets the “more likely than not” criteria, the tax benefit is reversed by recognizing a liability and recording a charge to earnings. Conversely, if a tax position subsequently meets the “more likely than not” criteria, a tax benefit would be recognized by reducing the liability and recording a credit to earnings.

Earnings Per Common Share

Earnings Per Common Share

Basic earnings per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The computation of diluted earnings per common share is similar to basic earnings per common share except that the denominator is increased to include the dilutive effect of the net additional common shares that would have been outstanding assuming exercise of outstanding stock awards, calculated using the treasury stock method. The computation of diluted earnings per share would not assume the exercise of an outstanding stock award if the effect on earnings per common share would be antidilutive. Similarly, the computation of diluted earnings per share would not assume the exercise of outstanding stock awards if the Corporation incurred a net loss since the effect on earnings per common share would be antidilutive. The weighted average number of common shares outstanding assuming exercise of dilutive stock awards was 12,447,919 for 2018, and 12,330,401 for 2017. Weighted-average outstanding stock awards excluded from the diluted earnings per common share calculation, since the effect would have been antidilutive, were 904,086 for 2018, and 1,013,008 for 2017.

Recently Implemented Accounting Pronouncements

Recently Implemented Accounting Pronouncements

In August 2018,the FASB issued ASU 2018-14, Changes to the Disclosure Requirements for Defined Benefit Plans, which modifies the disclosure requirements for defined benefit and other postretirement plans. The amended guidance eliminates certain disclosures associated with accumulated other comprehensive income (loss), plan assets, related parties, and the effects of interest rate basis point changes on assumed health care costs. Additionally, new disclosure requirements have been added to address significant gains and losses related to changes in benefit obligations. The guidance becomes effective for interim and annual periods beginning after December 15, 2020; however, early adoption is permitted. All amendments are required to be adopted on a retrospective basis for all periods presented. The Corporation adopted the provisions of ASU 2018-14 in its 2018 accounts (see Note 9). The new guidance did not affect the Corporation’s financial position, operating results or liquidity.

In August 2018, the FASB issued ASU 2018-13, Changes to the Disclosure Requirements for Fair Value Measurement, which requires several changes to the hierarchy associated with Level 1, 2 and 3 fair value measurements and the related disclosure requirements. The guidance becomes effective for interim and annual periods beginning after December 15, 2019; however, early adoption is permitted. The Corporation adopted the provisions of ASU 2018-13 in its 2018 accounts (see Note 13). The new guidance did not affect the Corporation’s financial position, operating results or liquidity.

In January 2018, the FASB issued ASU 2018-02, Income Statement – Reporting Comprehensive Income, which allows for a reclassification from accumulated other comprehensive income (loss) to retained earnings for the stranded tax effects resulting from the Tax Reform. A stranded tax effect is defined as the difference in the tax effect of amounts recognized as other comprehensive income (loss) items, using the income tax rate in effect at the time of recognition and the newly enacted income tax rate. The new guidance is relevant only to the reclassification of the income tax effects of the Tax Reform; accordingly, the underlying guidance that requires the effect of a change in tax laws or rates be included in income is not affected. As a result, $6,088 was reclassified between accumulated other comprehensive loss and retained earnings for the year ended December 31, 2017.

In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting, which provides guidance about which changes to the terms and conditions of a share-based payment award require an entity to apply modification accounting. No awards were modified in 2018; accordingly, the amended guidance did not affect the Corporation’s financial position, operating results or liquidity.

In March 2017, the FASB issued ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires an employer who offers defined benefit and postretirement benefit plans to report the service cost component of net periodic benefit cost in the same line item or items as other compensation costs arising from services rendered by employees during the period. The other components of net periodic benefit cost are required to be presented in the income statement separately from the service cost component and outside the subtotal of income from operations. The amendment also permits only the service cost component of net periodic benefit cost to be eligible for capitalization, when applicable. The amended guidance does not change the amount of net periodic benefit cost to be recognized, only where it is to be recognized in the income statement. The amended guidance became effective for the Corporation on January 1, 2018, and was applied retrospectively for the presentation of the service cost component and the other components of net periodic pension and other postretirement costs in the income statement. As permitted by the guidance, the Corporation used the amounts disclosed in its pension and other postretirement benefits footnote (Note 9) as the estimate to apply retrospectively. The Corporation has historically capitalized the service cost component of net periodic benefit cost to inventory, when applicable, and will continue to do so prospectively. The guidance did not affect the Corporation’s liquidity.

The effect of the retrospective guidance on the consolidated statements of operations for the year ended December 31, 2017, was as follows:

	Originally Presented(1)			Reclassification for ASU  2017-07			As Adjusted
Costs of products sold (excluding depreciation and amortization)	$	316,704		$	279		$	316,983
Selling and administrative		59,886			278			60,164
Loss from continuing operations		(13,212	)		(557	)		(13,769	)
Other – net		(1,278	)		557			(721	)
Other income (expense)		(4,230	)		557			(3,673	)
Loss from continuing operations before income taxes and gain on sale of joint    venture		(17,442	)		0			(17,442	)

The effect of the retrospective guidance on the operating results of the segments for the year ended December 31, 2017, was as follows:

	Originally Presented			Reclassification for ASU  2017-07			As Adjusted
Forged and Cast Engineered Products - operating loss(1)	$	(5,669	)	$	(1,218	)	$	(6,887	)
Air and Liquid Processing - operating income		10,427			255			10,682
Corporate costs		(17,970	)		406			(17,564	)

(1) Originally Presented figures have been recast for discontinued operations. See Note 2.

In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments, which clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows. The amended guidance became effective for the Corporation on January 1, 2018, and did not impact the presentation of its cash flow statement, and it did not affect the Corporation’s financial position, operating results or liquidity.

In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Liabilities, which simplifies the accounting and disclosures related to equity investments. ASU 2016-01 requires entities to carry certain investments in equity securities at fair value with changes in fair value recorded through net income (loss) versus other comprehensive income (loss). ASU 2016-01 does not apply to investments that qualify for the equity method of accounting or result in consolidation of the investee. The guidance became effective for the Corporation on January 1, 2018, and as required, was adopted by means of a cumulative-effect adjustment to retained earnings as of the beginning of 2018, as follows:

	Retained Earnings		AccumulatedOther Comprehensive Loss
As of January 1, 2018, as originally presented	$	38,348	$	(44,760	)
Cumulative effect of ASU 2016-01		632		(632	)
As of January 1, 2018, as adjusted	$	38,980	$	(45,392	)

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 and its related amendments outline a single comprehensive model to account for revenue from customer contracts and establish principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from a company’s contracts with customers. In accordance with Topic 606, a company recognizes revenue when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration a company expects to be entitled to receive in exchange for those goods or services. It also requires comprehensive disclosures regarding revenue recognition. The guidance became effective January 1, 2018, and could have been implemented on either a full or modified retrospective basis (cumulative-effect adjustment to January 1, 2018 retained earnings). The Corporation adopted the guidance using the modified retrospective approach and by applying it to those contracts that were not completed as of January 1, 2018. There was, however, no cumulative-effect adjustment to the Corporation’s retained earnings as of January 1, 2018, since the new guidance did not change the Corporation’s timing of revenue recognition, which continues to be at a point in time. See Note 14 for the additional disclosures.

In connection with the adoption of Topic 606, as of January 1, 2018, the Corporation elected the following practical expedients:  

• to exclude the effects of a significant financing component from the amount of promised consideration when the Corporation expects, at contract inception, that the period between the Corporation's transfer of a promised product to a customer and the customer’s payment for the product will be one year or less;  

• to exclude any amounts collected from customers for sales and similar taxes from the transaction price;

• to treat incremental costs of obtaining a contract as expense, when incurred, if the amortization period would have been one year or less;

• to account for shipping and handling activities that occur after control of the related good transfers as fulfillment activities instead of assessing such activities as performance obligations;  

• to apply the new revenue standard to a portfolio of contracts (or performance obligations) with similar characteristics if the Corporation reasonably expects that the effects on the financial statements of applying the guidance to the portfolio would not differ materially from applying the guidance to the individual contracts (or performance obligations) within that portfolio; and  

• to assess whether promised goods or services are performance obligations only if they are material in the context of the contract with the customer.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging, which amends and simplifies existing guidance to allow companies to present more accurately the economic effects of risk management activities in the financial statements. The amended guidance will be effective for interim and annual periods beginning after December 15, 2018, and is not expected to have a significant effect on the Corporation’s financial position, operating results or liquidity.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize a right-of-use (“ROU”) asset and lease liability for all leases other than those with a term less than one year and to disclose key information about certain leasing arrangements. The lease liability will be equal to the present value of lease payments. A ROU asset will be based on the lease liability adjusted for qualifying initial direct costs. The guidance becomes effective for the Corporation beginning January 1, 2019, and can be implemented on either a full or modified retrospective basis. The Corporation will use the modified retrospective method (a cumulative adjustment to its January 1, 2019 retained earnings); consequently, its comparative period financial statements will continue to be in accordance with the previous lease guidance in ASC Topic 840 “Leases.” ASU 2016-02 also provides an election for a package of practical expedients which permits an entity to not reassess whether any expired or existing contracts contain leases, to carryforward the existing lease classification, and to not reassess initial direct costs associated with existing leases. The Corporation applied these practical expedients as part of its adoption. The Corporation currently expects that the adoption of the guidance will result in an increase to its consolidated assets and liabilities of approximately $5,000–$7,500. It does not expect the new guidance to have a material effect on its results of operations or cash flows at adoption or thereafter.

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Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2018

Schedule of Cumulative-Effect Adjustment to Retained Earnings

The guidance became effective for the Corporation on January 1, 2018, and as required, was adopted by means of a cumulative-effect adjustment to retained earnings as of the beginning of 2018, as follows:

	Retained Earnings		AccumulatedOther Comprehensive Loss
As of January 1, 2018, as originally presented	$	38,348	$	(44,760	)
Cumulative effect of ASU 2016-01		632		(632	)
As of January 1, 2018, as adjusted	$	38,980	$	(45,392	)

Reclassification for ASU 2017-07 [Member]

Schedule of Effect of Retrospective Guidance On Consolidated Statements of Operations and Operating Results of Segments

The effect of the retrospective guidance on the consolidated statements of operations for the year ended December 31, 2017, was as follows:

	Originally Presented(1)			Reclassification for ASU  2017-07			As Adjusted
Costs of products sold (excluding depreciation and amortization)	$	316,704		$	279		$	316,983
Selling and administrative		59,886			278			60,164
Loss from continuing operations		(13,212	)		(557	)		(13,769	)
Other – net		(1,278	)		557			(721	)
Other income (expense)		(4,230	)		557			(3,673	)
Loss from continuing operations before income taxes and gain on sale of joint    venture		(17,442	)		0			(17,442	)

The effect of the retrospective guidance on the operating results of the segments for the year ended December 31, 2017, was as follows:

	Originally Presented			Reclassification for ASU  2017-07			As Adjusted
Forged and Cast Engineered Products - operating loss(1)	$	(5,669	)	$	(1,218	)	$	(6,887	)
Air and Liquid Processing - operating income		10,427			255			10,682
Corporate costs		(17,970	)		406			(17,564	)

(1) Originally Presented figures have been recast for discontinued operations. See Note 2.

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Discontinued Operations and Disposition (Tables)

12 Months Ended

Dec. 31, 2018

Discontinued Operations And Disposal Groups [Abstract]

Summary of Assets and Liabilities of ASW

The assets and liabilities of ASW were as follows as of December 31, 2018, and 2017:

	2018			2017
Cash and cash equivalents	$	1,124		$	2,044
Receivables		6,928			5,161
Inventories		13,764			14,109
Other assets		1,708			1,044
Property, plant and equipment, net		11,714			0
Estimated charge for impairment		(15,000	)		0
Current assets of discontinued operations		20,238			22,358
Property, plant and equipment, net		0			10,847
Other noncurrent assets		0			585
Noncurrent assets of discontinued operations		0			11,432
Total assets of discontinued operations	$	20,238		$	33,790
Accounts payable	$	8,890		$	12,036
Accrued payrolls and employee benefits		178			440
Other current liabilities		390			648
Current liabilities of discontinued operations		9,458			13,124
Total liabilities of discontinued operations	$	9,458		$	13,124

Summary of Major Classes of ASW's (Loss) Income from Discontinued Operations, Net of Tax in the Consolidated Statements of Operations

The following table presents the major classes of ASW’s line items constituting the “(loss) income from discontinued operations, net of tax” in the consolidated statements of operations for the years ended December 31:

	2018			2017
Net sales	$	63,740		$	81,283
Costs of products sold (excluding depreciation and amortization)		68,381			75,005
Selling and administrative		2,441			1,424
Depreciation and amortization		1,311			1,011
Gain on disposal of assets		(153	)		0
Charge for impairment		15,000			0
(Loss) income from discontinued operations		(23,240	)		3,843
Other income (expense)		(661	)		(94	)
(Loss) income from discontinued operations before income taxes		(23,901	)		3,749
Income tax provision		0			0
(Loss) income from discontinued operations, net of tax	$	(23,901	)	$	3,749

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Inventories (Tables)

12 Months Ended

Dec. 31, 2018

Inventory Disclosure [Abstract]

Schedule of Inventories

	2018		2017
Raw materials	$	19,615	$	20,594
Work-in-progress		42,339		42,113
Finished goods		20,650		19,232
Supplies		11,592		11,513
Inventories	$	94,196	$	93,452

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Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2018

Property Plant And Equipment [Abstract]

Schedule of Property, Plant and Equipment

	2018			2017
Land and land improvements	$	10,207		$	10,443
Buildings		65,425			66,403
Machinery and equipment		332,378			332,957
Construction-in-process		3,499			4,193
Other		6,813			7,189
		418,322			421,185
Accumulated depreciation		(232,661	)		(217,052	)
Property, plant and equipment, net	$	185,661		$	204,133

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Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2018

Goodwill And Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets

	2018			2017
Customer relationships	$	6,234		$	6,543
Developed technology		4,322			4,429
Trade name		2,497			2,696
		13,053			13,668
Accumulated amortization		(3,828	)		(2,647	)
Intangible assets, net	$	9,225		$	11,021

Summary of Changes in Intangible Assets

The following summarizes changes in intangible assets for the years ended December 31:

	2018			2017
Balance at the beginning of the year	$	11,021		$	11,601
Changes in intangible assets (Vertical Seal)		(177	)		0
Amortization of intangible assets		(1,221	)		(1,219	)
Other, primarily impact from changes in foreign currency    exchange rates		(398	)		639
Balance at the end of the year	$	9,225		$	11,021

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Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2018

Other Liabilities Disclosure [Abstract]

Schedule of Other Current Liabilities

	2018		2017
Customer-related liabilities	$	16,439	$	18,189
Accrued interest payable		2,333		2,697
Accrued sales commissions		1,637		2,301
Other		8,578		13,254
Other current liabilities	$	28,987	$	36,441

Schedule of Changes in Liability for Product Warranty Claims

The following summarizes changes in the liability for product warranty claims for the year ended December 31:

	2018			2017
Balance at the beginning of the year	$	11,379		$	11,439
Satisfaction of warranty claims		(5,069	)		(3,941	)
Provision for warranty claims		3,564			3,287
Other, primarily impact from changes in foreign currency    exchange rates		(427	)		594
Balance at the end of the year	$	9,447		$	11,379

Schedule of Changes in Customer Deposits

Changes in customer deposits consisted of the following:

	2018			2017
Balance at beginning of the period	$	4,574		$	6,786
Satisfaction of performance obligations		(10,885	)		(15,089	)
Receipt of additional deposits		10,701			12,745
Other, primarily changes in foreign currency exchange rates		(86	)		132
Balance at end of the period	$	4,304		$	4,574

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Borrowing Arrangements (Tables)

12 Months Ended

Dec. 31, 2018

Debt Disclosure [Abstract]

Schedule of Outstanding Borrowings

	2018			2017
Revolving Credit and Security Agreement	$	14,320		$	20,349
Sale and leaseback financing obligation		18,518			0
Promissory notes (and interest)		26,205			25,395
Industrial Revenue Bonds		13,311			13,311
Minority shareholder loan		4,056			5,325
Capital leases		1,199			1,773
Outstanding borrowings		77,609			66,153
Debt – current portion		(45,728	)		(19,335	)
Long-term debt	$	31,881		$	46,818

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Pension and Other Postretirement Benefits (Tables)

12 Months Ended

Dec. 31, 2018

Compensation And Retirement Disclosure [Abstract]

Components of Actuarial (Gains) Losses

Actuarial (gains) losses were comprised of the following components:

	U.S. Pension Benefits					Foreign Pension Benefits						Other Postretirement Benefits
	2018			2017		2018			2017			2018			2017
Changes in assumptions	$	(16,642	)	$	12,566	$	(5,298	)	$	616		$	(914	)	$	(1,103	)
GMP equalization		0			0		982			0			0			0
Change from RPI to CPI		0			0		0			(8,760	)		0			0
Other		(420	)		1,259		(1,446	)		190			(229	)		(1,067	)
Total actuarial (gains) losses	$	(17,062	)	$	13,825	$	(5,762	)	$	(7,954	)	$	(1,143	)	$	(2,170	)

Reconciliation of Projected Benefit Obligations (PBO), Plan Assets, the Funded Status of the Plans and the Amounts Recognized in the Consolidated Balance Sheets

The following provides a reconciliation of projected benefit obligations (“PBO”), plan assets and the funded status of the plans for the Corporation’s defined benefit plans calculated using a measurement date as of the end of the respective years.

	U.S. Pension Benefits(a)						Foreign Pension Benefits(b)						Other Postretirement Benefits
	2018			2017			2018			2017			2018			2017
Change in projected benefit obligations:
PBO at January 1	$	254,976		$	244,440		$	64,613		$	66,910		$	16,979		$	19,059
Service cost		1,225			1,651			477			150			457			492
Interest cost		8,473			8,413			1,391			1,845			494			571
Plan amendments		0			0			0			0			0			165
Special termination benefits		1,350			0			0			0			126			0
Plan curtailments		(1,726	)		0			0			0			0			0
Foreign currency exchange rate changes		0			0			(3,434	)		5,948			0			0
Actuarial (gains) losses		(17,062	)		13,825			(5,762	)		(7,954	)		(1,143	)		(2,170	)
Participant contributions		0			0			0			0			104			92
Benefits paid from plan assets		(13,043	)		(12,950	)		(2,282	)		(1,813	)		0			0
Benefits paid by the Corporation		(403	)		(403	)		(666	)		(473	)		(1,207	)		(1,230	)
PBO at December 31	$	233,790		$	254,976		$	54,337		$	64,613		$	15,810		$	16,979
Change in plan assets:
Fair value of plan assets at January 1	$	199,138		$	188,722		$	56,419		$	48,055		$	0		$	0
Actual return on plan assets		(4,765	)		23,366			(2,477	)		3,998			0			0
Foreign currency exchange rate changes		0			0			(2,991	)		4,673			0			0
Corporate contributions		1,614			403			1,648			1,979			1,103			1,138
Participant contributions		0			0			0			0			104			92
Gross benefits paid		(13,446	)		(13,353	)		(2,948	)		(2,286	)		(1,207	)		(1,230	)
Fair value of plan assets at December 31	$	182,541		$	199,138		$	49,651		$	56,419		$	0		$	0
Funded status of the plans:
Fair value of plan assets	$	182,541		$	199,138		$	49,651		$	56,419		$	0		$	0
Less benefit obligations		233,790			254,976			54,337			64,613			15,810			16,979
Funded status at December 31	$	(51,249	)	$	(55,838	)	$	(4,686	)	$	(8,194	)	$	(15,810	)	$	(16,979	)

(a) Includes the nonqualified defined benefit pension plan.

(b) Includes the overfunded U.K. defined benefit pension plan and two smaller underfunded defined benefit pension plans.

The following provides a summary of amounts recognized in the consolidated balance sheets.

	U.S. Pension Benefits						Foreign Pension Benefits						Other Postretirement Benefits
	2018			2017			2018			2017			2018			2017
Employee benefit obligations:
Prepaid pensions(a)	$	0		$	0		$	2,192		$	0		$	0		$	0
Accrued payrolls and employee benefits(b)		(436	)		(432	)		0			0			(1,395	)		(1,371	)
Employee benefit obligations(c)		(50,813	)		(55,406	)		(6,878	)		(8,194	)		(14,415	)		(15,608	)
	$	(51,249	)	$	(55,838	)	$	(4,686	)	$	(8,194	)	$	(15,810	)	$	(16,979	)
Accumulated other comprehensive loss:(d)
Net actuarial loss (gain)	$	45,041		$	47,252		$	22,149		$	25,914		$	(2,123	)	$	(1,211	)
Prior service cost (credit)		91			156			(7,402	)		(9,174	)		(12,202	)		(13,809	)
	$	45,132		$	47,408		$	14,747		$	16,740		$	(14,325	)	$	(15,020	)

(a) Represents the overfunded U.K. defined benefit pension plan which is recorded as a noncurrent asset in the consolidated balance sheet.

(b) Recorded as a current liability in the consolidated balance sheet.

(c) Recorded as a noncurrent liability in the consolidated balance sheet.

(d) Amounts are pre-tax.

Summary of Target Asset Allocations and Major Asset Categories

The following summarizes target asset allocations (within +/-5% considered acceptable) and major asset categories. Certain investments are classified differently for target asset allocation purposes and external reporting purposes. In the latter part of 2018, the Corporation changed investment managers; accordingly, at December 31, 2018, there is temporarily a higher amount in cash and cash equivalents.

	U.S. Pension Benefits									Foreign Pension Benefits
	Target Allocation			Percentage of Plan Assets						Target Allocation			Percentage of Plan Assets
	Dec. 31, 2018			2018			2017			Dec. 31, 2018			2018			2017
Equity Securities		45	%		25	%		58	%		44	%		50	%		49	%
Fixed-Income Securities		42	%		45	%		21	%		35	%		35	%		33	%
Alternative Investments		10	%		10	%		16	%		21	%		15	%		17	%
Other (primarily cash and cash equivalents)		3	%		20	%		5	%		0	%		0	%		1	%

Asset Categories Based on the Nature and Risks of the Plans Assets

Asset categories based on the nature and risks of the U.S. Pension Benefit Plans’ assets as of December 31, 2018, are summarized below.

	Quoted Prices in Active Markets for Identical Inputs (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Equity Securities:
U.S.
Consumer discretionary	$	891	$	0	$	0	$	891
Consumer staples		602		0		0		602
Energy		415		0		0		415
Financial		1,075		0		0		1,075
Healthcare		1,718		0		0		1,718
Industrials		780		0		0		780
Information technology		1,632		0		0		1,632
Materials		177		0		0		177
Mutual funds		36,883		0		0		36,883
Telecommunications		560		0		0		560
Utilities		264		0		0		264
Total Equity Securities		44,997		0		0		44,997
Fixed Income Securities:
Corporate bonds		0		44,786		0		44,786
Treasury bonds		25,605		0		0		25,605
Agency bonds		0		10,334		0		10,334
Total Fixed Income Securities		25,605		55,120		0		80,725
Alternative Investments:
Managed funds(a)		0		0		23,673		23,673
Total Alternative Investments		0		0		23,673		23,673
Other:
Cash and cash equivalents(b)		33,146		0		0		33,146
Total Other		33,146		0		0		33,146
	$	103,748	$	55,120	$	23,673	$	182,541

(a) Includes approximately 74.0% in alternative investments (real assets, commodities and resources, absolute return funds) and 26.0% in cash and cash equivalents.

(b) Includes investments in temporary funds.

Categories of Plan Assets

Asset categories based on the nature and risks of the U.S. Pension Benefit Plans’ assets as of December 31, 2017, are summarized below.

	Quoted Prices in Active Markets for Identical Inputs (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Equity Securities:
U.S.
Consumer discretionary	$	637	$	0	$	0	$	637
Consumer staples		896		0		0		896
Energy		427		0		0		427
Financial		1,362		0		0		1,362
Healthcare		1,192		0		0		1,192
Industrials		819		0		0		819
Information technology		2,061		0		0		2,061
Materials		248		0		0		248
Mutual funds		91,258		0		0		91,258
Telecommunications		198		0		0		198
Utilities		204		0		0		204
Total Equity Securities		99,302		0		0		99,302
Fixed Income Securities:
Corporate bonds		0		10,801		0		10,801
Mutual funds		18,884		0		0		18,884
Treasury bonds		6,976		0		0		6,976
Agency bonds		0		926		0		926
Total Fixed Income Securities		25,860		11,727		0		37,587
Alternative Investments:
Managed funds(a)		0		0		49,838		49,838
Total Alternative Investments		0		0		49,838		49,838
Other:
Cash and cash equivalents(b)		11,012		0		0		11,012
Commingled funds		0		174		0		174
Other(c)		2		0		1,223		1,225
Total Other		11,014		174		1,223		12,411
	$	136,176	$	11,901	$	51,061	$	199,138

(a) Includes approximately 47.3% in equity and equity-like asset securities, 41.1% in alternative investments (real assets, commodities and resources, absolute return funds) and 9.6% in fixed income securities and 2.0% in other, primarily cash and cash equivalents.

(b) Includes investments in temporary funds.

(c) Includes accrued receivables and pending broker settlements.

Asset categories based on the nature and risks of the Foreign Pension Benefit Plan’s assets as of December 31, 2018, are summarized below.

	Quoted Prices in Active Markets for Identical Inputs (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Equity Securities:
Commingled Funds (U.K.)	$	0	$	3,949	$	0	$	3,949
Commingled Funds (International)		0		20,645		0		20,645
Total Equity Securities		0		24,594		0		24,594
Fixed-Income Securities:
Commingled Funds (U.K.)		0		17,332		0		17,332
Alternative Investments:
Hedge and Absolute Return Funds		0		0		7,569		7,569
Cash and cash equivalents		156		0		0		156
	$	156	$	41,926	$	7,569	$	49,651

Asset categories based on the nature and risks of the Foreign Pension Benefit Plan’s assets as of December 31, 2017, are summarized below.

	Quoted Prices in Active Markets for Identical Inputs (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Equity Securities:
Commingled Funds (U.K.)	$	0	$	4,617	$	0	$	4,617
Commingled Funds (International)		0		23,015		0		23,015
Total Equity Securities		0		27,632		0		27,632
Fixed-Income Securities:
Commingled Funds (U.K.)		0		18,851		0		18,851
Alternative Investments:
Hedge and Absolute Return Funds		0		0		9,637		9,637
Cash and cash equivalents		299		0		0		299
	$	299	$	46,483	$	9,637	$	56,419

Summary of Changes in the Fair Value of the Level 3 Plan Assets for U.S. and Foreign Pension Plans

The table below sets forth a summary of changes in the fair value of the Level 3 plan assets for U.S. and foreign pension plans for the year ended December 31, 2018.

	U.S. Pension Benefits						Foreign Pension Benefits
	2018			2017			2018			2017
Fair value as of January 1	$	49,838		$	33,830		$	9,637		$	8,593
Contributions		0			16,000			0			0
Withdrawals		(26,131	)		(5,364	)		(1,037	)		0
Realized gains (losses)		9,061			1,304			(436	)		0
Change in net unrealized (losses) gains		(9,095	)		4,068			(98	)		229
Other, primarily impact from changes in foreign currency    exchange rates		0			0			(497	)		815
Fair value as of December 31	$	23,673		$	49,838		$	7,569		$	9,637

Net Periodic Pension and Other Postretirement Benefit Costs

Net periodic pension and other postretirement benefit costs include the following components for each of the years.

	U.S. Pension Benefits						Foreign Pension Benefits						Other Postretirement Benefits
	2018			2017			2018			2017			2018			2017
Service cost	$	1,225		$	1,651		$	477		$	150		$	457		$	492
Interest cost		8,473			8,413			1,391			1,845			494			571
Expected return on plan assets		(13,282	)		(12,503	)		(2,580	)		(2,239	)		0			0
Amortization of:
Prior service cost (credit)		44			52			(336	)		0			(1,607	)		(1,607	)
Actuarial loss (gain)		1,471			4,111			727			751			(231	)		(24	)
Special termination benefits		1,350			0			0			0			126			0
Curtailment loss		21			0			0			0			0			0
	$	(698	)	$	1,724		$	(321	)	$	507		$	(761	)	$	(568	)

Discount Rates and Weighted-Average Wage Increases Used to Determine the Benefit Obligations

The discount rates and weighted-average wage increases used to determine the benefit obligations as of December 31, 2018, and 2017, are summarized below.

	U.S. Pension Benefits		Foreign Pension Benefits		Other Postretirement Benefits
	2018	2017	2018	2017	2018	2017
Discount rate	4.23-4.34%	3.63-3.72%	3.00	2.45%	4.09-4.33%	3.46-3.69%
Wage increases	n/a	3.00%	n/a	n/a	n/a	n/a

Assumptions Regarding Net Periodic Pension and Other Postretirement Benefit Costs

The following assumptions were used to determine net periodic pension and other postretirement benefit costs for the year ended December 31:

	U.S. Pension Benefits		Foreign Pension Benefits		Other Postretirement Benefits
	2018	2017	2018	2017	2018	2017
Discount rate	3.63-4.34%	4.02-4.25%	2.45%	2.50-2.65%	3.46-3.69%	3.90-4.13%
Expected long-term rate of return	6.95-7.50%	6.95-7.50%	4.65%	4.45%	n/a	n/a
Wages increases	n/a	3.00%	n/a	n/a	n/a	n/a

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Accumulated Other Comprehensive Loss (Tables)

12 Months Ended

Dec. 31, 2018

Equity [Abstract]

Net Change and Ending Balances for Various Components of Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss

Net change and ending balances for the various components of other comprehensive income (loss) and for accumulated other comprehensive loss as of and for the years ended December 31, 2017, and 2018, are summarized below.

	Foreign Currency Translation Adjustments			Unrecognized Components of Employee Benefit Plans			Unrealized Holding Gains on Securities			Derivatives			Accumulated Other Comprehensive Loss
Balance at January 1, 2017		(22,973	)		(38,636	)		59			551			(60,999	)
Net Change		11,041			10,582			573			134			22,330
Impact from adoption of ASU 2018-02		0			(6,142	)		0			54			(6,088	)
Balance at December 31, 2017		(11,932	)		(34,196	)		632			739			(44,757	)
Cumulative effect of ASU 2016-01		0			0			(632	)		0			(632	)
Balance at January 1, 2018, adjusted		(11,932	)		(34,196	)		0			739			(45,389	)
Net Change		(6,710	)		3,294			0			(803	)		(4,219	)
Balance at December 31, 2018	$	(18,642	)	$	(30,902	)	$	0		$	(64	)	$	(49,608	)

Line Items Affected on Consolidated Statements of Operations for Components Reclassified from Accumulated Other Comprehensive Loss

 The following summarizes the line items affected on the consolidated statements of operations for components reclassified from accumulated other comprehensive loss for each of the years ended December 31. Amounts in parentheses represent credits to net loss.

	2018			2017
Amortization of unrecognized employee benefit costs:
Other expense	$	89		$	3,283
Income tax provision		0			0
Net of income tax	$	89		$	3,283
Realized gains from settlement of cash flow hedges:
Depreciation and amortization (foreign currency purchase contracts)	$	(23	)	$	(31	)
Costs of products sold (excluding depreciation and    amortization) (futures contracts – copper and aluminum)		(67	)		(639	)
Total before income tax		(90	)		(670	)
Income tax provision		0			0
Net of income tax	$	(90	)	$	(670	)

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Derivative Instruments (Tables)

12 Months Ended

Dec. 31, 2018

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Location and Fair Value of Foreign Currency Sales Contracts Recorded on Condensed Consolidated Balance Sheets

The following summarizes location and fair value of the foreign currency sales contracts recorded on the consolidated balance sheets as of December 31:

	Location	2018		2017
Fair value hedge contracts	Other current assets	$	44	$	961
	Other current liabilities		950		89
	Other noncurrent liabilities		70		1
Fair value hedged item	Receivables		232		(269	)
	Other current assets		967		169
	Other noncurrent assets		105		16
	Other current liabilities		12		907

Summary of Amount Recognized as and Reclassified from Accumulated Other Comprehensive Income (Loss)

The change in the fair value of the cash flow contracts is recorded as a component of accumulated other comprehensive loss. Amounts recognized as and reclassified from accumulated other comprehensive loss are recorded as a component of other comprehensive income (loss) and are summarized below. Amounts are after-tax, where applicable. Certain amounts recognized as comprehensive income (loss) for 2018 and 2017 have no tax effect due to the Corporation recording a valuation allowance against its deferred income tax assets in the related jurisdictions. See Note 19. The difference between the balances at December 31, 2017, and January 1, 2018, represents the impact from the adoption of ASU 2018-02.

For the Year Ended December 31, 2018	Beginning of the Year		Recognized			Reclassified		End of the Year
Foreign currency purchase contracts	$	239	$	0		$	23	$	216
Future contracts – copper and aluminum		500		(713	)		67		(280	)
Change in fair value	$	739	$	(713	)	$	90	$	(64	)
For the Year Ended December 31, 2017
Foreign currency purchase contracts	$	216	$	0		$	31	$	185
Future contracts – copper and aluminum		335		804			639		500
Change in fair value	$	551	$	804		$	670	$	685

Summary of Change in Fair Value Reclassified or Expected to be Reclassified from Accumulated Other Comprehensive Loss to Earnings

The change in fair value reclassified or expected to be reclassified from accumulated other comprehensive loss to earnings is summarized below. All amounts are pre-tax.

	Location of Gain (Loss) in Statements	Estimated to be Reclassified in the Next			Year Ended December 31,
	of Operations	12 Months			2018		2017
Foreign currency purchase contracts	Depreciation and amortization	$	27		$	23	$	31
Futures contracts – copper and    aluminum	Costs of products sold (excluding depreciation and amortization)		(280	)		67		639

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Fair Value (Tables)

12 Months Ended

Dec. 31, 2018

Fair Value Disclosures [Abstract]

Fair Value of Financial Assets and Liabilities

The following summarizes financial assets and liabilities reported at fair value on a recurring basis in the accompanying consolidated balance sheets at December 31:

2018	Quoted Prices in Active Markets for Identical Inputs (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Investments
Other noncurrent assets	$	3,659	$	0	$	0	$	3,659
Foreign currency exchange contracts
Other current assets		0		1,011		0		1,011
Other noncurrent assets		0		105		0		105
Other current liabilities		0		962		0		962
Other noncurrent liabilities		0		70		0		70
2017
Investments
Other noncurrent assets	$	4,204	$	0	$	0	$	4,204
Foreign currency exchange contracts
Other current assets		0		1,130		0		1,130
Other noncurrent assets		0		16		0		16
Other current liabilities		0		996		0		996
Other noncurrent liabilities		0		1		0		1

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Revenue (Tables)

12 Months Ended

Dec. 31, 2018

Revenue From Contract With Customer [Abstract]

Net Sales

Net sales by geographic area for the years ended December 31, 2018, and 2017, are outlined below. When disaggregating revenue, consideration was given to information regularly reviewed by the chief operating decision maker to evaluate the financial performance of the operating segments and make resource allocation decisions.

	Net Sales(1)
Geographic Areas:	2018		2017
United States	$	209,536	$	194,982
Foreign		209,896		190,173
	$	419,432	$	385,155

	Net Sales by Product Line(2)
	2018		2017
Forged and cast mill rolls	$	270,241	$	254,638
Forged engineered products		59,289		42,645
Heat exchange coils		26,761		28,998
Centrifugal pumps		35,868		35,607
Air handling systems		27,273		23,267
	$	419,432	$	385,155

(1) Net sales are attributed to countries based on location of the customer. Sales to individual countries were less than 10% of consolidated net sales for each of the years.

(2) For 2018 and 2017, no customers within the Forged and Cast Engineered Products exceeded 10% of its net sales. For the Air and Liquid Processing segment, one customer accounted for 13% of its net sales in 2018 and no customers exceeded 10% of net sales for 2017.

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Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2018

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Summary of Outstanding Incentive Options (RSUs and PSUs)

A summary of outstanding incentive options (RSUs and PSUs) as of December 31, 2017, and 2018, and activity for the years then ended, is as follows:

	Number of RSUs			Weighted Average Fair Value		Number of PSUs			Weighted Average Fair Value
Outstanding at January 1, 2017		155,845		$	17.53		39,348		$	21.62
Granted		76,473			14.00		97,788			14.93
Converted to common stock		(58,677	)		17.25		0		N/A
Forfeited/cancelled		(14,935	)		16.76		(34,622	)		14.99
Outstanding at December 31, 2017		158,706			16.00		102,514			17.47
Granted		117,501			9.70		94,703			10.06
Converted to common stock		(83,786	)		16.38		0		N/A
Forfeited/cancelled		(19,716	)		13.65		(70,630	)		18.79
Outstanding at December 31, 2018		172,705		$	11.77		126,587		$	11.19

Summary of Outstanding Stock Options

A summary of outstanding stock options as of December 31, 2017, and 2018, and activity for the years then ended, is as follows:

	Number of Shares Under Options			Weighted Average Exercise Price		Remaining Contractual Life In Years		Intrinsic Value
Outstanding at January 1, 2017		1,005,836		$	24.07		4.2	$	0
Granted		0		N/A
Exercised		0		N/A
Forfeited/cancelled		(190,501	)		26.03
Outstanding at December 31, 2017		815,335			23.61		3.3		0
Granted		0		N/A
Exercised		0		N/A
Forfeited/cancelled		(209,750	)		32.47
Outstanding at December 31, 2018		605,585		$	20.54		2.8	$	0
Exercisable at December 31, 2018		605,585		$	20.54		2.8	$	0
Vested or expected to vest at December 31, 2018		605,585		$	20.54		2.8	$	0

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Litigation (Tables)

12 Months Ended

Dec. 31, 2018

Text Block [Abstract]

Schedule of Loss Contingencies by Contingency

The following table reflects approximate information about the claims for Asbestos Liability against Air & Liquid and the Corporation for the two years ended December 31, 2018, and 2017:

	2018			2017
Total claims pending at the beginning of the period		6,907			6,618
New claims served		1,338			1,365
Claims dismissed		(1,123	)		(718	)
Claims settled		(350	)		(358	)
Total claims pending at the end of the period(1)		6,772			6,907
Gross settlement and defense costs (in 000’s)	$	24,324		$	21,431
Average gross settlement and defense costs per claim resolved (in 000’s)	$	16.51		$	19.92

(1) Included as “open claims” are approximately 668 and 479 claims in 2018 and 2017, respectively, 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 Insurance Recoveries

The following table summarizes activity relating to insurance recoveries for each of the years ended December 31, 2018, and 2017.

	2018			2017
Insurance receivable – asbestos, beginning of the year	$	100,342		$	115,945
Settlement and defense costs paid by insurance carriers		(17,420	)		(15,603	)
Changes in estimated coverage		69,586			0
Insurance receivable – asbestos, end of the year	$	152,508		$	100,342

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2018

Income Tax Disclosure [Abstract]

(Loss) Income Before Income Taxes and Equity Gains (Losses) in Joint Venture

(Loss) income from continuing operations before income taxes and gain on sale of joint venture is comprised of the following:

	2018			2017
Domestic	$	(48,169	)	$	(16,988	)
Foreign		4,362			(454	)
Loss from continuing operations before income taxes and gain on sale of    joint venture	$	(43,807	)	$	(17,442	)

Income Tax Provision (Benefit) for Continuing Operations

The income tax provision (benefit) for continuing operations consisted of the following:

	2018			2017
Current:
Federal	$	1,166		$	(4,698	)
State		73			(440	)
Foreign		839			606
Current income tax provision (benefit)		2,078			(4,532	)
Deferred:
Federal		(10,881	)		1,259
State		(2,189	)		(112	)
Foreign		3,350			1,876
Increase in valuation allowance		7,910			154
Deferred income tax (benefit) provision		(1,810	)		3,177
Total income tax provision (benefit)	$	268		$	(1,355	)

Difference Between Statutory U.S. Federal Income Tax and the Corporation's Effective Income Tax

During 2018, the Corporation released the valuation allowance previously established against the net deferred income tax assets of ATR on the basis that it was “more likely than not” the assets would be realized due to continued earnings and forecasts sufficient to utilize the net deferred income tax assets.  

The difference between statutory U.S. federal income tax and the Corporation’s effective income tax was as follows:

	2018			2017
Computed at statutory rate	$	(8,943	)	$	(5,635	)
Tax differential on non-U.S. earnings		56			(108	)
State income taxes		(2,131	)		(398	)
Meals and entertainment		76			138
Alternative minimum tax credits		(433	)		0
Increase in valuation allowance		7,910			154
Repatriation transition tax impact		1,383			3,284
Adjustments to net operating losses		1,879			0
Reclassification of discontinued operations increase in valuation    allowance		0			930
Other – net		471			280
Total income tax provision (benefit)	$	268		$	(1,355	)

Deferred Income Tax Assets and Liabilities

Deferred income tax assets and liabilities as of December 31, 2018, and 2017, are summarized below.

	2018			2017
Assets:
Employment – related liabilities	$	10,667		$	10,971
Pension liability – foreign		996			1,633
Pension liability – domestic		8,527			9,004
Liabilities related to discontinued operations		144			186
Capital loss carryforwards		305			308
Asbestos-related liability		18,894			12,179
Net operating loss – domestic		3,936			674
Net operating loss – state		3,057			2,782
Net operating loss – foreign		9,514			12,232
Inventory related		3,905			2,711
Impairment charge associated with investment in MG		1,050			1,155
Other		3,208			3,357
Gross deferred income tax assets		64,203			57,192
Valuation allowance		(33,881	)		(26,933	)
		30,322			30,259
Liabilities:
Depreciation		(25,420	)		(26,784	)
Intangible assets – finite life		(1,181	)		(1,564	)
Intangible assets – indefinite life		(550	)		(605	)
Other		(147	)		(149	)
Gross deferred income tax liabilities		(27,298	)		(29,102	)
Net deferred income tax assets	$	3,024		$	1,157

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Business Segments (Tables)

12 Months Ended

Dec. 31, 2018

Segment Reporting [Abstract]

Business Segment Net Sales and (Loss) Income from Continuing Operations Before Income Taxes

The accounting policies are the same as those described in Note 1.

	Net Sales				(Loss) Income from Continuing Operations Before Income Taxes and Gain on Sale of Joint Venture
	2018		2017		2018			2017
Forged and Cast Engineered Products	$	329,530	$	297,283	$	(6,605	)	$	(6,887	)
Air and Liquid Processing(1)		89,902		87,872		(22,129	)		10,682
Total Reportable Segments		419,432		385,155		(28,734	)		3,795
Corporate costs, including other income (expense)	0		0			(15,073	)		(21,237	)
Consolidated total	$	419,432	$	385,155	$	(43,807	)	$	(17,442	)

	Capital Expenditures				Depreciation and Amortization Expense				Identifiable Assets(2)
	2018		2017		2018		2017		2018		2017
Forged and Cast Engineered Products	$	8,801	$	12,277	$	20,189	$	20,113	$	348,017	$	380,437
Air and Liquid Processing		911		560		996		1,072		187,449		132,341
Corporate		7		174		194		191		15,415		19,031
	$	9,719	$	13,011	$	21,379	$	21,376	$	550,881	$	531,809

	Long-Lived Assets(3)				(Loss) Income from Continuing Operations Before Income Taxes and Gain on Sale of Joint Venture
Geographic Areas:	2018		2017		2018			2017
United States	$	268,731	$	235,646	$	(48,234	)	$	(18,122	)
Foreign		71,334		76,684	$	4,427		$	680
	$	340,065	$	312,330	$	(43,807	)	$	(17,442	)

(1) (Loss) income from continuing operations before income taxes and gain on sale of joint venture for the Air and Liquid Processing segment for 2018 includes a charge of $32,910 for the estimated costs of asbestos-related litigation through 2052, the estimated final date by which the Corporation expects to have settled all asbestos-related claims, net of estimated insurance recoveries.

(2) Identifiable assets exclude assets of discontinued operations.Identifiable assets for the Forged and Cast Engineered Products segment include investments in joint ventures of $2,175 at December 31, 2018, and 2017. The change in the identifiable assets of the Air and Liquid Processing segment relates primarily to the movement in asbestos-related insurance receivables, the balances of which equaled $152,508 and $100,342 at December 31, 2018, and 2017, respectively.

(3) Foreign long-lived assets represent primarily assets of the foreign operations, excluding assets of discontinued operations. Long-lived assets of the U.S. include noncurrent asbestos-related insurance receivables of $135,508 and $87,342 for 2018 and 2017, respectively.

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Description of Business - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2018 Segment Company
Schedule Of Description Of Business [Line Items]
Number of business segments | Segment	2
Chinese Joint Venture Company [Member]
Schedule Of Description Of Business [Line Items]
Equity interest in number of joint venture | Company	3

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Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Jan. 01, 2018
Schedule Of Significant Accounting Policies [Line Items]
Moving average period to determine market value of plan assets	5 years
Percentage rate of gains or losses recognizes in fair market value of assets	20.00%
Diluted	12,447,919	12,330,401
Accumulated other comprehensive loss reclassified to retained earnings		$ 0
Retained earnings	$ (30,355,000)	38,348,000
Accounting Standards Update 2014-09 [Member] | Difference between Revenue Guidance in Effect before and after Topic 606 [Member]
Schedule Of Significant Accounting Policies [Line Items]
Retained earnings			$ 0
Retained Earnings [Member]
Schedule Of Significant Accounting Policies [Line Items]
Accumulated other comprehensive loss reclassified to retained earnings		$ 6,088,000
Stock Option [Member]
Schedule Of Significant Accounting Policies [Line Items]
Weighted average outstanding stock options	904,086	1,013,008
Restricted Stock Units (RSUs) [Member]
Schedule Of Significant Accounting Policies [Line Items]
Vesting period, years	3 years
Stock Option [Member]
Schedule Of Significant Accounting Policies [Line Items]
Vesting period, years	3 years
Minimum [Member]
Schedule Of Significant Accounting Policies [Line Items]
Investments in joint ventures	20.00%
Defined benefit plan actuarial gain loss percentage	10.00%
Minimum [Member] | Accounting Standards Update 2016-02 [Member]
Schedule Of Significant Accounting Policies [Line Items]
Increase in consolidated assets and liabilities	$ 5,000,000
Minimum [Member] | Land Improvements [Member]
Schedule Of Significant Accounting Policies [Line Items]
Property, plant and equipment, estimated useful life	15 years
Minimum [Member] | Buildings [Member]
Schedule Of Significant Accounting Policies [Line Items]
Property, plant and equipment, estimated useful life	25 years
Minimum [Member] | Machinery and Equipment [Member]
Schedule Of Significant Accounting Policies [Line Items]
Property, plant and equipment, estimated useful life	3 years
Maximum [Member]
Schedule Of Significant Accounting Policies [Line Items]
Investments in joint ventures	50.00%
Expected disposal period of assets held for sale	1 year
Defined benefit plan actuarial gain loss percentage	10.00%
Maximum [Member] | Accounting Standards Update 2016-02 [Member]
Schedule Of Significant Accounting Policies [Line Items]
Increase in consolidated assets and liabilities	$ 7,500,000
Maximum [Member] | Land Improvements [Member]
Schedule Of Significant Accounting Policies [Line Items]
Property, plant and equipment, estimated useful life	20 years
Maximum [Member] | Buildings [Member]
Schedule Of Significant Accounting Policies [Line Items]
Property, plant and equipment, estimated useful life	50 years
Maximum [Member] | Machinery and Equipment [Member]
Schedule Of Significant Accounting Policies [Line Items]
Property, plant and equipment, estimated useful life	25 years

XML

Summary of Significant Accounting Policies - Schedule of Effect of Retrospective Guidance On Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Costs of products sold (excluding depreciation and amortization)	$ 351,839	$ 316,983
Selling and administrative	58,068	60,164
Loss from continuing operations	(44,892)	(13,769)
Other – net	4,682	(721)
Other income (expense)	1,085	(3,673)
Loss from continuing operations before income taxes and gain on sale of joint venture	$ (43,807)	(17,442)
As Originally Presented [Member]
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Costs of products sold (excluding depreciation and amortization)		316,704
Selling and administrative		59,886
Loss from continuing operations		(13,212)
Other – net		(1,278)
Other income (expense)		(4,230)
Loss from continuing operations before income taxes and gain on sale of joint venture		(17,442)
Reclassification for ASU 2017-07 [Member]
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Costs of products sold (excluding depreciation and amortization)		279
Selling and administrative		278
Loss from continuing operations		(557)
Other – net		557
Other income (expense)		557
Loss from continuing operations before income taxes and gain on sale of joint venture		$ 0

XML

Summary of Significant Accounting Policies - Schedule of Effect of Retrospective Guidance On Operating Results of Segments (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Income (loss) from continuing operations	$ (44,892)	$ (13,769)
Corporate Costs [Member]
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Income (loss) from continuing operations		(17,564)
As Originally Presented [Member]
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Income (loss) from continuing operations		(13,212)
As Originally Presented [Member] | Corporate Costs [Member]
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Income (loss) from continuing operations		(17,970)
Reclassification for ASU 2017-07 [Member]
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Income (loss) from continuing operations		(557)
Reclassification for ASU 2017-07 [Member] | Corporate Costs [Member]
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Income (loss) from continuing operations		406
Forged and Cast Engineered Products [Member] | Operating Segments [Member]
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Income (loss) from continuing operations		(6,887)
Forged and Cast Engineered Products [Member] | As Originally Presented [Member] | Operating Segments [Member]
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Income (loss) from continuing operations		(5,669)
Forged and Cast Engineered Products [Member] | Reclassification for ASU 2017-07 [Member] | Operating Segments [Member]
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Income (loss) from continuing operations		(1,218)
Air and Liquid Processing [Member] | Operating Segments [Member]
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Income (loss) from continuing operations		10,682
Air and Liquid Processing [Member] | As Originally Presented [Member] | Operating Segments [Member]
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Income (loss) from continuing operations		10,427
Air and Liquid Processing [Member] | Reclassification for ASU 2017-07 [Member] | Operating Segments [Member]
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Income (loss) from continuing operations		$ 255

XML

Summary of Significant Accounting Policies - Schedule of Cumulative-Effect Adjustment to Retained Earnings (Detail) - USD ($) $ in Thousands	Dec. 31, 2018	Jan. 01, 2018	Dec. 31, 2017	Dec. 31, 2016
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
As of January 1, 2018, as originally presented	$ 92,969		$ 161,761	$ 149,834
Cumulative effect of ASU 2016-01			0
As of January 1, 2018, as adjusted			161,761
Retained Earnings [Member]
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
As of January 1, 2018, as originally presented	(30,355)	$ 38,348	38,348	45,443
Cumulative effect of ASU 2016-01		632	632
As of January 1, 2018, as adjusted		38,980	38,980
Accumulated Other Comprehensive Loss [Member]
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
As of January 1, 2018, as originally presented	$ (49,434)	(44,760)	(44,760)	$ (60,885)
Cumulative effect of ASU 2016-01		(632)	(632)
As of January 1, 2018, as adjusted		$ (45,392)	$ (45,392)

XML

Discontinued Operations and Disposition - Summary of Assets and Liabilities of ASW (Detail) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Cash and cash equivalents	$ 1,124	$ 2,044
Current assets of discontinued operations	20,238	22,358
Noncurrent assets of discontinued operations	0	11,432
Current liabilities of discontinued operations	9,458	13,124
ASW Steel Inc [Member]
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Cash and cash equivalents	1,124	2,044
Receivables	6,928	5,161
Inventories	13,764	14,109
Other assets	1,708	1,044
Property, plant and equipment, net	11,714	0
Estimated charge for impairment	(15,000)	0
Current assets of discontinued operations	20,238	22,358
Property, plant and equipment, net	0	10,847
Other noncurrent assets	0	585
Noncurrent assets of discontinued operations	0	11,432
Total assets of discontinued operations	20,238	33,790
Accounts payable	8,890	12,036
Accrued payrolls and employee benefits	178	440
Other current liabilities	390	648
Current liabilities of discontinued operations	9,458	13,124
Total liabilities of discontinued operations	$ 9,458	$ 13,124

XML

Discontinued Operations and Disposition - Summary of Major Classes of ASW's (Loss) Income from Discontinued Operations, Net of Tax in the Consolidated Statements of Operations (Detail) - ASW Steel Inc [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Net sales	$ 63,740	$ 81,283
Costs of products sold (excluding depreciation and amortization)	68,381	75,005
Selling and administrative	2,441	1,424
Depreciation and amortization	1,311	1,011
Gain on disposal of assets	(153)	0
Charge for impairment	15,000	0
(Loss) income from discontinued operations	(23,240)	3,843
Other income (expense)	(661)	(94)
(Loss) income from discontinued operations before income taxes	(23,901)	3,749
Income tax provision	0	0
(Loss) income from discontinued operations, net of tax	$ (23,901)	$ 3,749

XML

Discontinued Operations and Disposition - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Oct. 31, 2018
Vertical Seal [Member] | Sale not Qualified as Discontinued Operation [Member]
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Value of net assets sold			$ 7,200
ASW Steel Inc [Member]
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Net sales	$ 63,740	$ 81,283
ASW Steel Inc [Member] | Union Electric Steel Corporation [Member]
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Net sales	$ 22,805	$ 34,037

XML

Inventories - Schedule of Inventories (Detail) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Inventory Disclosure [Abstract]
Raw materials	$ 19,615	$ 20,594
Work-in-progress	42,339	42,113
Finished goods	20,650	19,232
Supplies	11,592	11,513
Inventories	$ 94,196	$ 93,452

XML

Inventories - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Inventory Disclosure [Abstract]
Percentage of inventories valued on the LIFO method	36.00%	49.00%
The LIFO reserve approximated	$ (26,058)	$ (16,063)
Income tax expense recognized related to liquidation	0	0
Decrease in costs of products sold	2,159	490
Net income	$ 2,159	$ 490
Common per share	$ 0.17	$ 0.04

XML

Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Property Plant And Equipment [Line Items]
Property, plant and equipment, Gross	$ 418,322	$ 421,185
Accumulated depreciation	(232,661)	(217,052)
Property, plant and equipment, net	185,661	204,133
Land and Land Improvements [Member]
Property Plant And Equipment [Line Items]
Property, plant and equipment, Gross	10,207	10,443
Buildings [Member]
Property Plant And Equipment [Line Items]
Property, plant and equipment, Gross	65,425	66,403
Machinery and Equipment [Member]
Property Plant And Equipment [Line Items]
Property, plant and equipment, Gross	332,378	332,957
Construction-in-Process [Member]
Property Plant And Equipment [Line Items]
Property, plant and equipment, Gross	3,499	4,193
Other [Member]
Property Plant And Equipment [Line Items]
Property, plant and equipment, Gross	$ 6,813	$ 7,189

XML

Property, Plant and Equipment - Additional Information (Detail) € in Thousands, $ in Thousands	Dec. 31, 2018 USD ($)	Dec. 31, 2018 EUR (€)	Dec. 31, 2017 USD ($)
Property Plant And Equipment [Line Items]
Capital leased assets gross value	$ 3,716		$ 4,082
Capital lease, lease related accumulated amortization	1,340		$ 1,101
Union Electric Steel UK Limited [Member]
Property Plant And Equipment [Line Items]
Land and buildings held as collateral	$ 2,672	€ 2,098

XML

Intangible Assets - Schedule of Intangible Assets (Detail) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Finite and Indefinite Lived Intangible Assets [Line Items]
Intangible assets, Trade name	$ 2,497	$ 2,696
Intangible assets, gross	13,053	13,668
Accumulated amortization	(3,828)	(2,647)
Intangible assets, net	9,225	11,021	$ 11,601
Customer Relationships [Member]
Finite and Indefinite Lived Intangible Assets [Line Items]
Intangible assets, gross	6,234	6,543
Developed Technology [Member]
Finite and Indefinite Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 4,322	$ 4,429

XML

Intangible Assets - Summary of Changes in Intangible Assets (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Intangible Assets Net Excluding Goodwill [Abstract]
Balance at the beginning of the year	$ 11,021	$ 11,601
Changes in intangible assets (Vertical Seal)	(177)	0
Amortization of intangible assets	(1,221)	(1,219)
Other, primarily impact from changes in foreign currency exchange rates	(398)	639
Balance at the end of the year	$ 9,225	$ 11,021

XML

Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Intangible Assets Net Excluding Goodwill [Abstract]
Indefinite-lived trade name	$ 2,497	$ 2,696
Identifiable intangible assets, weighted average amortization period	12 years
Identifiable intangible assets expected amortization in 2019	$ 1,197
Identifiable intangible assets expected amortization in 2020	1,197
Identifiable intangible assets expected amortization in 2021	519
Identifiable intangible assets expected amortization in 2022	383
Identifiable intangible assets expected amortization in 2023	383
Identifiable intangible assets expected amortization, thereafter	$ 3,049

XML

Investments in Joint Ventures - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
MG [Member]
Schedule of Investments [Line Items]
Percentage of ownership	33.00%
Recorded cost	$ 835,000
Dividends declared	$ 0	$ 0
Gongchang [Member]
Schedule of Investments [Line Items]
Percentage of ownership	24.00%
Recorded cost	$ 1,340,000
Dividends declared	$ 377,000	$ 0
ATR [Member] | Akers AB [Member]
Schedule of Investments [Line Items]
Ownership interest percentage	59.88%
ATR [Member] | TISCO [Member]
Schedule of Investments [Line Items]
Ownership interest by minority holder	40.12%

XML

Other Current Liabilities - Schedule of Other Current Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Other Liabilities Disclosure [Abstract]
Customer-related liabilities	$ 16,439	$ 18,189
Accrued interest payable	2,333	2,697
Accrued sales commissions	1,637	2,301
Other	8,578	13,254
Other current liabilities	$ 28,987	$ 36,441

XML

Other Current Liabilities - Schedule of Changes in Liability for Product Warranty Claims (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Other Liabilities Disclosure [Abstract]
Balance at the beginning of the year	$ 11,379	$ 11,439
Satisfaction of warranty claims	(5,069)	(3,941)
Provision for warranty claims	3,564	3,287
Other, primarily impact from changes in foreign currency exchange rates	(427)	594
Balance at the end of the year	$ 9,447	$ 11,379

XML

Other Current Liabilities - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2018
Maximum [Member]
Other Liabilities Disclosure [Line Items]
Performance obligation related to customer deposits expected satisfaction period	1 year

XML

Other Current Liabilities - Schedule of Change in Customer Deposits (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Contract With Customer Liability [Abstract]
Balance at beginning of the period	$ 4,574	$ 6,786
Satisfaction of performance obligations	(10,885)	(15,089)
Receipt of additional deposits	10,701	12,745
Other, primarily changes in foreign currency exchange rates	(86)	132
Balance at end of the period	$ 4,304	$ 4,574

XML

Borrowing Arrangements - Schedule of Outstanding Borrowings (Detail) ¥ in Thousands, $ in Thousands	Dec. 31, 2018 USD ($)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 USD ($)	Dec. 31, 2017 CNY (¥)
Debt Instrument [Line Items]
Sale and leaseback financing obligation	$ 18,518		$ 0
Capital leases	1,199		1,773
Outstanding borrowings	77,609		66,153
Debt – current portion	(45,728)		(19,335)
Long-term debt	31,881		46,818
Revolving Credit and Security Agreement [Member]
Debt Instrument [Line Items]
Long term debt	14,320		20,349
Industrial Revenue Bonds [Member]
Debt Instrument [Line Items]
Long term debt	13,311		13,311
Promissory Notes (and Interest) [Member]
Debt Instrument [Line Items]
Long term debt	26,205		25,395
Minority Shareholder Loan [Member]
Debt Instrument [Line Items]
Long term debt	$ 4,056	¥ 27,901	$ 5,325	¥ 34,655

XML

Borrowing Arrangements - Additional Information (Detail) ¥ in Thousands, £ in Thousands		1 Months Ended	12 Months Ended
	Mar. 04, 2019 USD ($)	Sep. 30, 2018 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 USD ($)	Dec. 31, 2018 GBP (£)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 CNY (¥)
Line Of Credit Facility [Line Items]
Future principal payments, next twelve months			$ 45,728,000
Future principal payments, in year two			1,990,000
Future principal payments, in year three			16,162,000
Future principal payments, in year four			1,796,000
Future principal payments, in year five			1,646,000
Future principal payments, thereafter			$ 10,287,000
Lessee lease term		20 years
Lessee, operating lease, option to extend		UES may extend the lease for four successive periods of approximately five years each. If fully extended, the lease would expire in September 2058.
Lessee, operating term period		5 years
Extended lease expiration date		2058-09
Lease repurchase percentage on lessor investment for properties		115.00%
Gross proceeds from sale-leaseback finacing transaction		$ 19,000,000
Initial annual payment due		1,646,000
Effective interest rate			6.00%			6.00%	6.00%
Deferred financing fees		$ 477,000	$ 477,000		$ 0
Amortization period for defferred financing fee		7 years
Accrued interest			2,333,000		2,697,000
Subsequent Event [Member]
Line Of Credit Facility [Line Items]
Repayment of promissory notes and related accrued interest	$ 26,474,000
Promissory Notes (and Interest) [Member]
Line Of Credit Facility [Line Items]
Long term debt			26,205,000		25,395,000
Promissory notes			$ 21,917,000
Debt, interest rate			6.50%			6.50%	6.50%
Accrued interest			$ 2,776,000		4,288,000
Promissory Notes (and Interest) [Member] | Akers AB [Member]
Line Of Credit Facility [Line Items]
Promissory notes			22,619,000
Industrial Revenue Bonds ("IRB") [Member]
Line Of Credit Facility [Line Items]
Long term debt			13,311,000		13,311,000
Minority Shareholder Loan [Member]
Line Of Credit Facility [Line Items]
Long term debt			$ 4,056,000		5,325,000		¥ 27,901	¥ 34,655
Debt, interest rate			5.00%			5.00%	5.00%
Accrued interest			$ 2,297,000		2,682,000		¥ 15,800	¥ 17,457
Repayment, principal amount			449,000	¥ 3,090
Repayment, interest amount			145,000	¥ 1,000
Minority Shareholder Loan [Member] | TISCO [Member]
Line Of Credit Facility [Line Items]
Debt instrument conversion of loan to equity			$ 872,000				¥ 6,000
Minimum [Member] | Capital Leases [Member]
Line Of Credit Facility [Line Items]
Effective interest rate			1.30%			1.30%	1.30%
Maximum [Member]
Line Of Credit Facility [Line Items]
Incremental percentage on annual lease payment		2.00%
Change in consumer price index percentage		1.25%
Maximum [Member] | Capital Leases [Member]
Line Of Credit Facility [Line Items]
Effective interest rate			5.20%			5.20%	5.20%
Revolving Credit and Security Agreement [Member]
Line Of Credit Facility [Line Items]
Initial term of credit facility			5 years	5 years
Agreement borrowing capacity			$ 100,000,000
Additional borrowing capacity			$ 50,000,000
Line of credit facility interest annual increase rate			0.50%	0.50%
Long term debt			$ 14,320,000		$ 20,349,000
Interest on outstanding balance			3.34%	3.34%
Line of credit, remaining borrowing capacity			$ 35,000,000
Revolving Credit and Security Agreement [Member] | Minimum [Member]
Line Of Credit Facility [Line Items]
Commitment fee payable percentage			0.25%	0.25%
Revolving Credit and Security Agreement [Member] | Maximum [Member]
Line Of Credit Facility [Line Items]
Commitment fee payable percentage			0.375%	0.375%
Fixed charge coverage ratio			1.00			1.00	1.00
Revolving Credit and Security Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member]
Line Of Credit Facility [Line Items]
Debt instrument description of interest rate			LIBOR plus an applicable margin ranging between 1.75% to 2.25%	LIBOR plus an applicable margin ranging between 1.75% to 2.25%
Revolving Credit and Security Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member]
Line Of Credit Facility [Line Items]
Debt instrument basis spread			1.75%	1.75%
Revolving Credit and Security Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member]
Line Of Credit Facility [Line Items]
Debt instrument basis spread			2.25%	2.25%
Revolving Credit and Security Agreement [Member] | Base Rate [Member]
Line Of Credit Facility [Line Items]
Debt instrument description of interest rate			the base rate plus an applicable margin ranging between 0.75% to 1.25%	the base rate plus an applicable margin ranging between 0.75% to 1.25%
Revolving Credit and Security Agreement [Member] | Base Rate [Member] | Minimum [Member]
Line Of Credit Facility [Line Items]
Debt instrument basis spread			0.75%	0.75%
Revolving Credit and Security Agreement [Member] | Base Rate [Member] | Maximum [Member]
Line Of Credit Facility [Line Items]
Debt instrument basis spread			1.25%	1.25%
Revolving Credit and Security Agreement [Member] | Letter of Credit [Member]
Line Of Credit Facility [Line Items]
Agreement borrowing capacity			$ 40,000,000
Revolving Credit and Security Agreement [Member] | European Credit Facility [Member]
Line Of Credit Facility [Line Items]
Agreement borrowing capacity			15,000,000
Long term debt | £						£ 3,000
Revolving Credit and Security Agreement [Member] | Canadian Credit Facility [Member]
Line Of Credit Facility [Line Items]
Agreement borrowing capacity			15,000,000
Long term debt			4,500,000
Tax Exempt Industrial Revenue Bond One [Member] | Industrial Revenue Bonds ("IRB") [Member]
Line Of Credit Facility [Line Items]
Tax-exempt IRB maturing in 2020/2027/2029			$ 4,120,000
Interest at a floating rate on tax-exempt IRB maturing in 2020/2027/2029			1.47%			1.47%	1.47%
Taxable Industrial Revenue Bond [Member] | Industrial Revenue Bonds ("IRB") [Member]
Line Of Credit Facility [Line Items]
Tax-exempt IRB maturing in 2020/2027/2029			$ 7,116,000
Interest at a floating rate on tax-exempt IRB maturing in 2020/2027/2029			2.06%			2.06%	2.06%
Tax Exempt Industrial Revenue Bond Two [Member] | Industrial Revenue Bonds ("IRB") [Member]
Line Of Credit Facility [Line Items]
Tax-exempt IRB maturing in 2020/2027/2029			$ 2,075,000
Interest at a floating rate on tax-exempt IRB maturing in 2020/2027/2029			1.46%			1.46%	1.46%

XML

Pension and Other Postretirement Benefits - Additional Information (Detail) £ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($) Pension_Plan Location Employee Customer	Dec. 31, 2017 USD ($)	Dec. 31, 2018 GBP (£) Pension_Plan	Dec. 31, 2017 GBP (£)	Dec. 31, 2016 USD ($)
Defined Benefit Plans And Other Postretirement Benefit Plans [Line Items]
Number of employees participate in the plan | Employee	100,000
Multiemployer plan number of employees description	Approximately 100,000
Total amount of assets collected	$ 11,900,000,000
Percentage of funded status in excess	92.00%
Participation of corporation's employees in the plan	Less than 100
Participation of number of corporation's employees in the plan | Employee	100
Corporation's contributions	$ 250,000	$ 250,000
Percentage of employers contributions	5.00%
Contributions expected in 2019	$ 279,000
Service period to avail existing pension plan	10 years
Increase in projected and accumulated benefit obligations due to 1/4 percentage point decrease in discount rate	$ 8,300,000
Decrease in projected and accumulated benefit obligations due to 1/4 percentage point increase in discount rate	$ 8,300,000
Guaranteed minimum pension equalization amortization period	25 years
Decrease in employee benefit obligations due to change from RPI to CPI		8,760,000
Maximum maturity period of fixed income investments	10 years
Investments in diversified portfolio	Invests primarily in a diversified portfolio of fixed-income securities of varying maturities or in commingled funds which invest in a diversified portfolio of fixed-income securities of varying maturities.
Target allocation	Generate a minimum annual inflation adjusted return of 5% and outperform a traditional 70/30 equities/bond portfolio.
Assumed health care cost trend rate for 2019	6.00%		6.00%
Temporary Early Retirement Incentive Program [Member]
Defined Benefit Plans And Other Postretirement Benefit Plans [Line Items]
Significant activity, description	Temporary early retirement incentive program to full-time salaried participants at certain locations that either met the eligibility requirements for an unreduced pension or attained age 55 and had 3.5 years of service under the plan.
Completed years of age of full-time salaried participants	55 years
Completed years of service under the plan	3 years 6 months
Health insurance benefits, term	1 year
Employee benefit obligations and associated expense	$ 1,476,000
Minimum [Member]
Defined Benefit Plans And Other Postretirement Benefit Plans [Line Items]
Defined benefit plan actuarial gain loss percentage	10.00%		10.00%
High-quality fixed-income investments maturity	10 years
Minimum [Member] | Temporary Early Retirement Incentive Program [Member]
Defined Benefit Plans And Other Postretirement Benefit Plans [Line Items]
Unreduced pension, lump sum payment	$ 10,000
Minimum [Member] | Multi-Employer Plan [Member]
Defined Benefit Plans And Other Postretirement Benefit Plans [Line Items]
Number of employer locations contributed to the plan | Location	1,650
Maximum [Member]
Defined Benefit Plans And Other Postretirement Benefit Plans [Line Items]
Defined benefit plan actuarial gain loss percentage	10.00%		10.00%
Maximum [Member] | Temporary Early Retirement Incentive Program [Member]
Defined Benefit Plans And Other Postretirement Benefit Plans [Line Items]
Unreduced pension, lump sum payment	$ 25,000
U.S. [Member]
Defined Benefit Plans And Other Postretirement Benefit Plans [Line Items]
Percentage of employer contribution	3.00%
Percentage of matching contribution	4.00%
Decrease in liability due to remeasurement	$ 1,726,000
Curtailment loss	$ 21,000
Defined Benefit Plan, Tax Status [Extensible List]	us-gaap:QualifiedPlanMember		us-gaap:QualifiedPlanMember
Foreign Pension Benefits [Member]
Defined Benefit Plans And Other Postretirement Benefit Plans [Line Items]
Estimated benefit payments, in 2019	$ 1,973,000
Estimated benefit payments, in 2020	1,833,000
Estimated benefit payments, in 2021	1,802,000
Estimated benefit payments, in 2022	1,731,000
Estimated benefit payments, in 2023	2,351,000
Estimated benefit payments, in 2024-2028	11,766,000
Fair value of plan assets	49,651,000	56,419,000	£ 38,991	£ 41,820
Accumulated benefit obligations	47,459,000	57,540,000	£ 37,269	£ 42,650
Voluntary contributions made	982,000	1,521,000
Defined contribution plan expected to be fully funded	0
Contributions to defined contribution pension plan	363,000	311,000
Contributions to the defined contribution pension plan expected in 2019	$ 391,000
Number of additional defined benefit pension plans | Pension_Plan	2		2
Foreign Pension Benefits [Member] | Unfunded Plan
Defined Benefit Plans And Other Postretirement Benefit Plans [Line Items]
Estimated benefit payments, in 2019	$ 276,000
Estimated benefit payments, in 2020	288,000
Estimated benefit payments, in 2021	289,000
Estimated benefit payments, in 2022	282,000
Estimated benefit payments, in 2023	274,000
Estimated benefit payments, in 2024-2028	1,543,000
Accumulated benefit obligations	6,878,000	7,073,000
Projected benefit obligations	6,878,000	7,073,000
Defined Benefit Pension Plan [Member]
Defined Benefit Plans And Other Postretirement Benefit Plans [Line Items]
Fair value of plan assets	$ 49,651,000	56,419,000
Defined Benefit Pension Plan [Member] | U.S. [Member]
Defined Benefit Plans And Other Postretirement Benefit Plans [Line Items]
Number of defined benefit pension plans | Pension_Plan	2		2
Minimum contributions required	$ 1,211	0
Minimum contributions expected in 2019	1,260,000
Estimated benefit payments, in 2019	14,576,000
Estimated benefit payments, in 2020	14,522,000
Estimated benefit payments, in 2021	14,725,000
Estimated benefit payments, in 2022	14,789,000
Estimated benefit payments, in 2023	14,803,000
Estimated benefit payments, in 2024-2028	73,146,000
Fair value of plan assets	182,541,000	199,138,000			$ 188,722,000
Accumulated benefit obligations	226,618,000	245,317,000
Voluntary contributions made	1,614,000	403,000
Employee benefit obligations and associated expense	1,350,000	0
Curtailment loss	(21,000)	0
GMP equalization	0	0
Decrease in employee benefit obligations due to change from RPI to CPI	0	0
Defined Benefit Pension Plan [Member] | Foreign Pension Benefits [Member]
Defined Benefit Plans And Other Postretirement Benefit Plans [Line Items]
Fair value of plan assets	49,651,000	56,419,000			48,055,000
Voluntary contributions made	1,648,000	1,979,000
Employee benefit obligations and associated expense	0	0
Curtailment loss	0	0
GMP equalization	982,000	0
Decrease in employee benefit obligations due to change from RPI to CPI	0	8,760,000
Defined Benefit Pension Plan [Member] | Ampco Pittsburgh [Member] | U.S. [Member]
Defined Benefit Plans And Other Postretirement Benefit Plans [Line Items]
Minimum contributions expected in 2019	2,943,000
Voluntary contributions made	3,169,000	2,588,000
Nonqualified Defined Benefit Pension Plan [Member]
Defined Benefit Plans And Other Postretirement Benefit Plans [Line Items]
Minimum contributions expected in 2019	0
Estimated benefit payments, in 2019	445,000
Estimated benefit payments, in 2020	464,000
Estimated benefit payments, in 2021	489,000
Estimated benefit payments, in 2022	511,000
Estimated benefit payments, in 2023	519,000
Estimated benefit payments, in 2024-2028	2,591,000
Accumulated benefit obligations	6,852,000	7,202,000
Defined benefit plan contribution made to trusts	0	0
Fair market value included in other noncurrent assets	3,659,000	4,204,000
Other Postretirement Benefit Plans [Member]
Defined Benefit Plans And Other Postretirement Benefit Plans [Line Items]
Estimated benefit payments, in 2019	1,411,000
Estimated benefit payments, in 2020	1,313,000
Estimated benefit payments, in 2021	1,119,000
Estimated benefit payments, in 2022	1,092,000
Estimated benefit payments, in 2023	1,053,000
Estimated benefit payments, in 2024-2028	5,577,000
Fair value of plan assets	0	0			$ 0
Voluntary contributions made	$ 1,103,000	1,138,000
Number of subsidiaries having postretirement health care benefits | Customer	2
Employee benefit obligations and associated expense	$ 126,000	0
Curtailment loss	0	0
GMP equalization	0	0
Decrease in employee benefit obligations due to change from RPI to CPI	$ 0	$ 0
Percentage decrease in other postretirement benefits in 2021	4.75%		4.75%
Year related to decrease in health care cost trend rate	2021
Other Postretirement Benefit Plans [Member] | Maximum [Member]
Defined Benefit Plans And Other Postretirement Benefit Plans [Line Items]
Monthly reimbursement period	5 years

XML

Pension and Other Postretirement Benefits - Components of Actuarial (Gains) Losses (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Defined Benefit Plan Disclosure [Line Items]
Change from RPI to CPI		$ (8,760)
Pension Benefits [Member] | U.S. [Member]
Defined Benefit Plan Disclosure [Line Items]
Changes in assumptions	$ (16,642)	12,566
GMP equalization	0	0
Change from RPI to CPI	0	0
Other	(420)	1,259
Total actuarial (gains) losses	(17,062)	13,825
Pension Benefits [Member] | Foreign Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Changes in assumptions	(5,298)	616
GMP equalization	982	0
Change from RPI to CPI	0	(8,760)
Other	(1,446)	190
Total actuarial (gains) losses	(5,762)	(7,954)
Other Postretirement Benefit Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Changes in assumptions	(914)	(1,103)
GMP equalization	0	0
Change from RPI to CPI	0	0
Other	(229)	(1,067)
Total actuarial (gains) losses	$ (1,143)	$ (2,170)

XML

Pension and Other Postretirement Benefits - Schedule of Changes in Projected Benefit Obligations (PBO) (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Defined Benefit Pension Plan [Member] | U.S. [Member]
Change in projected benefit obligations:
PBO, beginning balance	$ 254,976	$ 244,440
Service cost	1,225	1,651
Interest cost	8,473	8,413
Plan amendments	0	0
Special termination benefits	1,350	0
Plan curtailments	(1,726)	0
Foreign currency exchange rate changes	0	0
Actuarial (gains) losses	(17,062)	13,825
Participant contributions	0	0
Benefits paid from plan assets	(13,043)	(12,950)
Benefits paid by the Corporation	(403)	(403)
PBO, Ending balance	233,790	254,976
Defined Benefit Pension Plan [Member] | Foreign Pension Benefits [Member]
Change in projected benefit obligations:
PBO, beginning balance	64,613	66,910
Service cost	477	150
Interest cost	1,391	1,845
Plan amendments	0	0
Special termination benefits	0	0
Plan curtailments	0	0
Foreign currency exchange rate changes	(3,434)	5,948
Actuarial (gains) losses	(5,762)	(7,954)
Participant contributions	0	0
Benefits paid from plan assets	(2,282)	(1,813)
Benefits paid by the Corporation	(666)	(473)
PBO, Ending balance	54,337	64,613
Other Postretirement Benefit Plans [Member]
Change in projected benefit obligations:
PBO, beginning balance	16,979	19,059
Service cost	457	492
Interest cost	494	571
Plan amendments	0	165
Special termination benefits	126	0
Plan curtailments	0	0
Foreign currency exchange rate changes	0	0
Actuarial (gains) losses	(1,143)	(2,170)
Participant contributions	104	92
Benefits paid from plan assets	0	0
Benefits paid by the Corporation	(1,207)	(1,230)
PBO, Ending balance	$ 15,810	$ 16,979

XML

Pension and Other Postretirement Benefits - Schedule of Changes in Plan Assets (Detail) £ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($)	Dec. 31, 2018 GBP (£)	Dec. 31, 2017 USD ($)
Foreign Pension Benefits [Member]
Change in plan assets:
Fair value of plan assets, Beginning balance	$ 56,419	£ 41,820
Corporate contributions	982		$ 1,521
Fair value of plan assets, Ending balance	49,651	£ 38,991	56,419
Defined Benefit Pension Plan [Member]
Change in plan assets:
Fair value of plan assets, Beginning balance	56,419
Fair value of plan assets, Ending balance	49,651		56,419
Defined Benefit Pension Plan [Member] | U.S. [Member]
Change in plan assets:
Fair value of plan assets, Beginning balance	199,138		188,722
Actual return on plan assets	(4,765)		23,366
Foreign currency exchange rate changes	0		0
Corporate contributions	1,614		403
Participant contributions	0		0
Gross benefits paid	(13,446)		(13,353)
Fair value of plan assets, Ending balance	182,541		199,138
Defined Benefit Pension Plan [Member] | Foreign Pension Benefits [Member]
Change in plan assets:
Fair value of plan assets, Beginning balance	56,419		48,055
Actual return on plan assets	(2,477)		3,998
Foreign currency exchange rate changes	(2,991)		4,673
Corporate contributions	1,648		1,979
Participant contributions	0		0
Gross benefits paid	(2,948)		(2,286)
Fair value of plan assets, Ending balance	49,651		56,419
Other Postretirement Benefit Plans [Member]
Change in plan assets:
Fair value of plan assets, Beginning balance	0		0
Actual return on plan assets	0		0
Foreign currency exchange rate changes	0		0
Corporate contributions	1,103		1,138
Participant contributions	104		92
Gross benefits paid	(1,207)		(1,230)
Fair value of plan assets, Ending balance	$ 0		$ 0

XML

Pension and Other Postretirement Benefits - Schedule of Funded Status of the Plans (Detail) £ in Thousands, $ in Thousands	Dec. 31, 2018 USD ($)	Dec. 31, 2018 GBP (£)	Dec. 31, 2017 USD ($)	Dec. 31, 2017 GBP (£)	Dec. 31, 2016 USD ($)
Foreign Pension Benefits [Member]
Funded status of the plans:
Fair value of plan assets	$ 49,651	£ 38,991	$ 56,419	£ 41,820
Defined Benefit Pension Plan [Member]
Funded status of the plans:
Fair value of plan assets	49,651		56,419
Defined Benefit Pension Plan [Member] | U.S. [Member]
Funded status of the plans:
Fair value of plan assets	182,541		199,138		$ 188,722
Less benefit obligations	233,790		254,976		244,440
Funded status at December 31	(51,249)		(55,838)
Defined Benefit Pension Plan [Member] | Foreign Pension Benefits [Member]
Funded status of the plans:
Fair value of plan assets	49,651		56,419		48,055
Less benefit obligations	54,337		64,613		66,910
Funded status at December 31	(4,686)		(8,194)
Other Postretirement Benefit Plans [Member]
Funded status of the plans:
Fair value of plan assets	0		0		0
Less benefit obligations	15,810		16,979		$ 19,059
Funded status at December 31	$ (15,810)		$ (16,979)

XML

Pension and Other Postretirement Benefits - Summary of Amounts Recognized in the Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Employee benefit obligations:
Employee benefit obligations	$ (72,658)	$ (79,750)
Defined Benefit Pension Plan [Member] | U.S. [Member]
Employee benefit obligations:
Prepaid pensions	0	0
Accrued payrolls and employee benefits	(436)	(432)
Employee benefit obligations	(50,813)	(55,406)
Employee benefit obligations current and non current	(51,249)	(55,838)
Defined Benefit Pension Plan [Member] | Foreign Pension Benefits [Member]
Employee benefit obligations:
Prepaid pensions	2,192	0
Accrued payrolls and employee benefits	0	0
Employee benefit obligations	(6,878)	(8,194)
Employee benefit obligations current and non current	(4,686)	(8,194)
Other Postretirement Benefit Plans [Member]
Employee benefit obligations:
Prepaid pensions	0	0
Accrued payrolls and employee benefits	(1,395)	(1,371)
Employee benefit obligations	(14,415)	(15,608)
Employee benefit obligations current and non current	$ (15,810)	$ (16,979)

XML

Pension and Other Postretirement Benefits - Schedule of Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Defined Benefit Pension Plan [Member] | U.S. [Member]
Accumulated other comprehensive loss:
Net actuarial loss (gain)	$ 45,041	$ 47,252
Prior service cost (credit)	91	156
Total	45,132	47,408
Defined Benefit Pension Plan [Member] | Foreign Pension Benefits [Member]
Accumulated other comprehensive loss:
Net actuarial loss (gain)	22,149	25,914
Prior service cost (credit)	(7,402)	(9,174)
Total	14,747	16,740
Other Postretirement Benefit Plans [Member]
Accumulated other comprehensive loss:
Net actuarial loss (gain)	(2,123)	(1,211)
Prior service cost (credit)	(12,202)	(13,809)
Total	$ (14,325)	$ (15,020)

XML

Pension and Other Postretirement Benefits - Summary of Target Asset Allocations and Major Asset Categories (Detail) - Defined Benefit Pension Plan [Member]	Dec. 31, 2018	Dec. 31, 2017
Equity Securities [Member] | U.S. [Member]
Defined Benefit Plan Disclosure [Line Items]
Target Allocation	45.00%
Percentage of Plan Assets	25.00%	58.00%
Equity Securities [Member] | Foreign Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Target Allocation	44.00%
Percentage of Plan Assets	50.00%	49.00%
Fixed Income Securities [Member] | U.S. [Member]
Defined Benefit Plan Disclosure [Line Items]
Target Allocation	42.00%
Percentage of Plan Assets	45.00%	21.00%
Fixed Income Securities [Member] | Foreign Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Target Allocation	35.00%
Percentage of Plan Assets	35.00%	33.00%
Alternative Investments [Member] | U.S. [Member]
Defined Benefit Plan Disclosure [Line Items]
Target Allocation	10.00%
Percentage of Plan Assets	10.00%	16.00%
Alternative Investments [Member] | Foreign Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Target Allocation	21.00%
Percentage of Plan Assets	15.00%	17.00%
Other (Primarily Cash and Cash Equivalents) [Member] | U.S. [Member]
Defined Benefit Plan Disclosure [Line Items]
Target Allocation	3.00%
Percentage of Plan Assets	20.00%	5.00%
Other (Primarily Cash and Cash Equivalents) [Member] | Foreign Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Target Allocation	0.00%
Percentage of Plan Assets	0.00%	1.00%

XML

Pension and Other Postretirement Benefits - Asset Categories Based on the Nature and Risks of the Plan Assets (Detail) - Defined Benefit Pension Plan [Member] - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	$ 49,651	$ 56,419
U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	182,541	199,138	$ 188,722
Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	156	299
Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	103,748	136,176
Significant Other Observable Inputs (Level 2) [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	41,926	46,483
Significant Other Observable Inputs (Level 2) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	55,120	11,901
Significant Unobservable Inputs (Level 3) [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	7,569	9,637
Significant Unobservable Inputs (Level 3) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	23,673	51,061
Equity Securities, U.S., Consumer Discretionary [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	891	637
Equity Securities, U.S., Consumer Discretionary [Member] | Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	891	637
Equity Securities, U.S., Consumer Discretionary [Member] | Significant Other Observable Inputs (Level 2) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Equity Securities, U.S., Consumer Discretionary [Member] | Significant Unobservable Inputs (Level 3) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Equity Securities, U.S., Consumer Staples [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	602	896
Equity Securities, U.S., Consumer Staples [Member] | Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	602	896
Equity Securities, U.S., Consumer Staples [Member] | Significant Other Observable Inputs (Level 2) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Equity Securities, U.S., Consumer Staples [Member] | Significant Unobservable Inputs (Level 3) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Equity Securities, U.S., Energy [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	415	427
Equity Securities, U.S., Energy [Member] | Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	415	427
Equity Securities, U.S., Energy [Member] | Significant Other Observable Inputs (Level 2) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Equity Securities, U.S., Energy [Member] | Significant Unobservable Inputs (Level 3) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Equity Securities, U.S., Financial [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	1,075	1,362
Equity Securities, U.S., Financial [Member] | Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	1,075	1,362
Equity Securities, U.S., Financial [Member] | Significant Other Observable Inputs (Level 2) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Equity Securities, U.S., Financial [Member] | Significant Unobservable Inputs (Level 3) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Equity Securities, U.S., Healthcare [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	1,718	1,192
Equity Securities, U.S., Healthcare [Member] | Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	1,718	1,192
Equity Securities, U.S., Healthcare [Member] | Significant Other Observable Inputs (Level 2) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Equity Securities, U.S., Healthcare [Member] | Significant Unobservable Inputs (Level 3) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Equity Securities, U.S., Industrials [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	780	819
Equity Securities, U.S., Industrials [Member] | Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	780	819
Equity Securities, U.S., Industrials [Member] | Significant Other Observable Inputs (Level 2) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Equity Securities, U.S., Industrials [Member] | Significant Unobservable Inputs (Level 3) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Equity Securities, U.S., Information Technology [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	1,632	2,061
Equity Securities, U.S., Information Technology [Member] | Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	1,632	2,061
Equity Securities, U.S., Information Technology [Member] | Significant Other Observable Inputs (Level 2) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Equity Securities, U.S., Information Technology [Member] | Significant Unobservable Inputs (Level 3) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Equity Securities, U.S., Mutual Funds [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	36,883	91,258
Equity Securities, U.S., Mutual Funds [Member] | Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	36,883	91,258
Equity Securities, U.S., Mutual Funds [Member] | Significant Other Observable Inputs (Level 2) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Equity Securities, U.S., Mutual Funds [Member] | Significant Unobservable Inputs (Level 3) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Equity Securities, U.S., Materials [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	177	248
Equity Securities, U.S., Materials [Member] | Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	177	248
Equity Securities, U.S., Materials [Member] | Significant Other Observable Inputs (Level 2) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Equity Securities, U.S., Materials [Member] | Significant Unobservable Inputs (Level 3) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Equity Securities, U.S., Telecommunications [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	560	198
Equity Securities, U.S., Telecommunications [Member] | Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	560	198
Equity Securities, U.S., Telecommunications [Member] | Significant Other Observable Inputs (Level 2) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Equity Securities, U.S., Telecommunications [Member] | Significant Unobservable Inputs (Level 3) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Equity Securities, U.S., Utilities [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	264	204
Equity Securities, U.S., Utilities [Member] | Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	264	204
Equity Securities, U.S., Utilities [Member] | Significant Other Observable Inputs (Level 2) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Equity Securities, U.S., Utilities [Member] | Significant Unobservable Inputs (Level 3) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Fixed Income Securities, Corporate Bonds [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	44,786	10,801
Fixed Income Securities, Corporate Bonds [Member] | Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Fixed Income Securities, Corporate Bonds [Member] | Significant Other Observable Inputs (Level 2) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	44,786	10,801
Fixed Income Securities, Corporate Bonds [Member] | Significant Unobservable Inputs (Level 3) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Fixed Income Securities, Treasury Bonds [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	25,605	6,976
Fixed Income Securities, Treasury Bonds [Member] | Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	25,605	6,976
Fixed Income Securities, Treasury Bonds [Member] | Significant Other Observable Inputs (Level 2) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Fixed Income Securities, Treasury Bonds [Member] | Significant Unobservable Inputs (Level 3) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Equity Securities, U.S. [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	44,997	99,302
Equity Securities, U.S. [Member] | Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	44,997	99,302
Equity Securities, U.S. [Member] | Significant Other Observable Inputs (Level 2) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Equity Securities, U.S. [Member] | Significant Unobservable Inputs (Level 3) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Fixed Income Securities, Agency Bonds [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	10,334	926
Fixed Income Securities, Agency Bonds [Member] | Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Fixed Income Securities, Agency Bonds [Member] | Significant Other Observable Inputs (Level 2) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	10,334	926
Fixed Income Securities, Agency Bonds [Member] | Significant Unobservable Inputs (Level 3) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Fixed Income Securities [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	80,725	37,587
Fixed Income Securities [Member] | Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	25,605	25,860
Fixed Income Securities [Member] | Significant Other Observable Inputs (Level 2) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	55,120	11,727
Fixed Income Securities [Member] | Significant Unobservable Inputs (Level 3) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Alternative Investments, Managed Funds [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	23,673	49,838
Alternative Investments, Managed Funds [Member] | Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Alternative Investments, Managed Funds [Member] | Significant Other Observable Inputs (Level 2) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Alternative Investments, Managed Funds [Member] | Significant Unobservable Inputs (Level 3) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	23,673	49,838
Alternative Investments [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	23,673	49,838	$ 33,830
Alternative Investments [Member] | Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Alternative Investments [Member] | Significant Other Observable Inputs (Level 2) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Alternative Investments [Member] | Significant Unobservable Inputs (Level 3) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	23,673	49,838
Other [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	33,146	12,411
Other [Member] | Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	33,146	11,014
Other [Member] | Significant Other Observable Inputs (Level 2) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	174
Other [Member] | Significant Unobservable Inputs (Level 3) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	1,223
Fixed Income Securities Mutual Funds [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets		18,884
Fixed Income Securities Mutual Funds [Member] | Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets		18,884
Fixed Income Securities Mutual Funds [Member] | Significant Other Observable Inputs (Level 2) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets		0
Fixed Income Securities Mutual Funds [Member] | Significant Unobservable Inputs (Level 3) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets		0
Other (Primarily Cash and Cash Equivalents) [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	156	299
Other (Primarily Cash and Cash Equivalents) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	33,146	11,012
Other (Primarily Cash and Cash Equivalents) [Member] | Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	156	299
Other (Primarily Cash and Cash Equivalents) [Member] | Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	33,146	11,012
Other (Primarily Cash and Cash Equivalents) [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Other (Primarily Cash and Cash Equivalents) [Member] | Significant Other Observable Inputs (Level 2) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Other (Primarily Cash and Cash Equivalents) [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Other (Primarily Cash and Cash Equivalents) [Member] | Significant Unobservable Inputs (Level 3) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Other, Commingled Funds [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets		174
Other, Commingled Funds [Member] | Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets		0
Other, Commingled Funds [Member] | Significant Other Observable Inputs (Level 2) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets		174
Other, Commingled Funds [Member] | Significant Unobservable Inputs (Level 3) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets		0
Other, Other Includes Accrued Receivables and Pending Broker Settlements [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets		1,225
Other, Other Includes Accrued Receivables and Pending Broker Settlements [Member] | Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets		2
Other, Other Includes Accrued Receivables and Pending Broker Settlements [Member] | Significant Other Observable Inputs (Level 2) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets		0
Other, Other Includes Accrued Receivables and Pending Broker Settlements [Member] | Significant Unobservable Inputs (Level 3) [Member] | U.S. [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets		1,223
Equity Securities, Commingled Funds (U.K.) [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	3,949	4,617
Equity Securities, Commingled Funds (U.K.) [Member] | Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Equity Securities, Commingled Funds (U.K.) [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	3,949	4,617
Equity Securities, Commingled Funds (U.K.) [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Equity Securities, Commingled Funds (International) [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	20,645	23,015
Equity Securities, Commingled Funds (International) [Member] | Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Equity Securities, Commingled Funds (International) [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	20,645	23,015
Equity Securities, Commingled Funds (International) [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Equity Securities [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	24,594	27,632
Equity Securities [Member] | Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Equity Securities [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	24,594	27,632
Equity Securities [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Fixed-Income Securities, Commingled Funds (U.K.) [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	17,332	18,851
Fixed-Income Securities, Commingled Funds (U.K.) [Member] | Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Fixed-Income Securities, Commingled Funds (U.K.) [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	17,332	18,851
Fixed-Income Securities, Commingled Funds (U.K.) [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Alternative Investments, Hedge and Absolute Return Funds [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	7,569	9,637
Alternative Investments, Hedge and Absolute Return Funds [Member] | Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Alternative Investments, Hedge and Absolute Return Funds [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	0	0
Alternative Investments, Hedge and Absolute Return Funds [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of plan assets	$ 7,569	$ 9,637

XML

Pension and Other Postretirement Benefits - Asset Categories Based on the Nature and Risks of the Plan Assets (Parenthetical) (Detail) - Defined Benefit Pension Plan [Member] - U.S. [Member]	Dec. 31, 2018	Dec. 31, 2017
Alternative Investments, Managed Funds [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Target Allocation	74.00%
Alternative Investments, Cash and Cash Equivalents [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Target Allocation	26.00%
Equity Securities [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Target Allocation	45.00%
Equity Securities [Member] | Managed Funds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Target Allocation		47.30%
Alternative Investments [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Target Allocation	10.00%
Alternative Investments [Member] | Managed Funds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Target Allocation		41.10%
Fixed Income Securities [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Target Allocation	42.00%
Fixed Income Securities [Member] | Managed Funds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Target Allocation		9.60%
Other, Primarily Cash And Cash Equivalents [Member] | Managed Funds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Target Allocation		2.00%

XML

Pension and Other Postretirement Benefits - Summary of Changes in the Fair Value of the Level 3 Plan Assets for U.S. and Foreign Pension Plans (Detail) £ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($)	Dec. 31, 2018 GBP (£)	Dec. 31, 2017 USD ($)	Dec. 31, 2017 GBP (£)
Foreign Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets, Beginning balance	$ 56,419	£ 41,820
Fair value of plan assets, Ending balance	49,651	£ 38,991	$ 56,419	£ 41,820
Defined Benefit Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets, Beginning balance	56,419
Fair value of plan assets, Ending balance	49,651		56,419
Defined Benefit Pension Plan [Member] | U.S. [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets, Beginning balance	199,138		188,722
Fair value of plan assets, Ending balance	182,541		199,138
Defined Benefit Pension Plan [Member] | Foreign Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets, Beginning balance	56,419		48,055
Fair value of plan assets, Ending balance	49,651		56,419
Defined Benefit Pension Plan [Member] | Alternative Investments [Member] | U.S. [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets, Beginning balance	$ 49,838		$ 33,830
Defined Benefit Plan, Plan Assets, Fair Value by Hierarchy and NAV [Extensible List]	us-gaap:FairValueInputsLevel3Member	us-gaap:FairValueInputsLevel3Member	us-gaap:FairValueInputsLevel3Member	us-gaap:FairValueInputsLevel3Member
Contributions	$ 0		$ 16,000
Withdrawals	(26,131)		(5,364)
Realized gains (losses)	9,061		1,304
Change in net unrealized (losses) gains	(9,095)		4,068
Other, primarily impact from changes in foreign currency exchange rates	0		0
Fair value of plan assets, Ending balance	23,673		49,838
Defined Benefit Pension Plan [Member] | Alternative Investments [Member] | Foreign Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets, Beginning balance	$ 9,637		$ 8,593
Defined Benefit Plan, Plan Assets, Fair Value by Hierarchy and NAV [Extensible List]	us-gaap:FairValueInputsLevel3Member	us-gaap:FairValueInputsLevel3Member	us-gaap:FairValueInputsLevel3Member	us-gaap:FairValueInputsLevel3Member
Contributions	$ 0		$ 0
Withdrawals	(1,037)		0
Realized gains (losses)	(436)		0
Change in net unrealized (losses) gains	(98)		229
Other, primarily impact from changes in foreign currency exchange rates	(497)		815
Fair value of plan assets, Ending balance	$ 7,569		$ 9,637

XML

Pension and Other Postretirement Benefits - Net Periodic Pension and Other Postretirement Benefit Costs (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
U.S. [Member]
Defined Benefit Plan Disclosure [Line Items]
Curtailment loss	$ (21)
Defined Benefit Pension Plan [Member] | U.S. [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	1,225	$ 1,651
Interest cost	8,473	8,413
Expected return on plan assets	(13,282)	(12,503)
Amortization of prior service cost (credit)	44	52
Actuarial loss (gain)	1,471	4,111
Special termination benefits	1,350	0
Curtailment loss	21	0
Net cost	(698)	1,724
Defined Benefit Pension Plan [Member] | Foreign Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	477	150
Interest cost	1,391	1,845
Expected return on plan assets	(2,580)	(2,239)
Amortization of prior service cost (credit)	(336)	0
Actuarial loss (gain)	727	751
Special termination benefits	0	0
Curtailment loss	0	0
Net cost	(321)	507
Other Postretirement Benefit Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	457	492
Interest cost	494	571
Expected return on plan assets	0	0
Amortization of prior service cost (credit)	(1,607)	(1,607)
Actuarial loss (gain)	(231)	(24)
Special termination benefits	126	0
Curtailment loss	0	0
Net cost	$ (761)	$ (568)

XML

Pension and Other Postretirement Benefits - Discount Rates and Weighted-Average Wage Increases Used to Determine the Benefit Obligations (Detail)	Dec. 31, 2018	Dec. 31, 2017
Defined Benefit Pension Plan [Member] | U.S. [Member]
Defined Benefit Plan Disclosure [Line Items]
Wage increases		3.00%
Defined Benefit Pension Plan [Member] | Foreign Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate	3.00%	2.45%
Minimum [Member] | Defined Benefit Pension Plan [Member] | U.S. [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate	4.23%	3.63%
Minimum [Member] | Other Postretirement Benefit Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate	4.09%	3.46%
Maximum [Member] | Defined Benefit Pension Plan [Member] | U.S. [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate	4.34%	3.72%
Maximum [Member] | Other Postretirement Benefit Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate	4.33%	3.69%

XML

Pension and Other Postretirement Benefits - Assumptions Regarding Net Periodic Pension and Other Postretirement Benefit Costs (Detail)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Defined Benefit Pension Plan [Member] | U.S. [Member]
Defined Benefit Plan Disclosure [Line Items]
Wages increases		3.00%
Defined Benefit Pension Plan [Member] | Foreign Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate	2.45%
Expected long-term rate of return	4.65%	4.45%
Minimum [Member] | Defined Benefit Pension Plan [Member] | U.S. [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate	3.63%	4.02%
Expected long-term rate of return	6.95%	6.95%
Minimum [Member] | Defined Benefit Pension Plan [Member] | Foreign Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate		2.50%
Minimum [Member] | Other Postretirement Benefit Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate	3.46%	3.90%
Maximum [Member] | Defined Benefit Pension Plan [Member] | U.S. [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate	4.34%	4.25%
Expected long-term rate of return	7.50%	7.50%
Maximum [Member] | Defined Benefit Pension Plan [Member] | Foreign Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate		2.65%
Maximum [Member] | Other Postretirement Benefit Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate	3.69%	4.13%

XML

Commitments and Contingent Liabilities - Additional Information (Detail) kr in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($) Bond	Dec. 31, 2018 SEK (kr)
Commitments And Contingent Liabilities [Line Items]
Outstanding standby and commercial letters of credit | $	$ 21,000
Number of surety bonds issued | Bond	2
Amount covered by guarantees	$ 4,000	kr 33,900
Percentage of employees, including ASW, covered by collective bargaining agreements	39.00%	39.00%
Bargaining agreement beginning expiration year	2019-08
Bargaining agreement ending expiration year	2022-05
Collective Bargaining Agreement [Member]
Commitments And Contingent Liabilities [Line Items]
Percentage of covered employees	55.00%

XML

Accumulated Other Comprehensive Loss - Net Change and Ending Balances for Various Components of Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	$ 161,761	$ 149,834
Impact from adoption of ASU 2016-01 (Note 1)	0
Balance January 1, 2018, adjusted	161,761
Net Change	(4,219)	22,330
Impact from adoption of ASU 2018-02 (Note 1)		0
Ending Balance	92,969	161,761
Foreign Currency Translation Adjustments [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	(11,932)	(22,973)
Impact from adoption of ASU 2016-01 (Note 1)	0
Balance January 1, 2018, adjusted	(11,932)
Net Change	(6,710)	11,041
Impact from adoption of ASU 2018-02 (Note 1)		0
Ending Balance	(18,642)	(11,932)
Unrecognized Components of Employee Benefit Plans [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	(34,196)	(38,636)
Impact from adoption of ASU 2016-01 (Note 1)	0
Balance January 1, 2018, adjusted	(34,196)
Net Change	3,294	10,582
Impact from adoption of ASU 2018-02 (Note 1)		(6,142)
Ending Balance	(30,902)	(34,196)
Unrealized Holding Gains on Securities [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	632	59
Impact from adoption of ASU 2016-01 (Note 1)	(632)
Balance January 1, 2018, adjusted	0
Net Change	0	573
Impact from adoption of ASU 2018-02 (Note 1)		0
Ending Balance	0	632
Realized (Gains) Losses from Settlement of Cash Flow Hedges [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	739	551
Impact from adoption of ASU 2016-01 (Note 1)	0
Balance January 1, 2018, adjusted	739
Net Change	(803)	134
Impact from adoption of ASU 2018-02 (Note 1)		54
Ending Balance	(64)	739
AOCI Including Portion Attributable to Noncontrolling Interest [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	(44,757)	(60,999)
Impact from adoption of ASU 2016-01 (Note 1)	(632)
Balance January 1, 2018, adjusted	(45,389)
Net Change	(4,219)	22,330
Impact from adoption of ASU 2018-02 (Note 1)		(6,088)
Ending Balance	$ (49,608)	$ (44,757)

XML

Accumulated Other Comprehensive Loss - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2018 USD ($)
Valuation Allowance Against Gross Deferred Income Tax Assets [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Income tax benefit for certain items	$ 0
ASU 2016-01 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Reclassification of marketable securities from accumulated other comprehensive loss to net income	$ 0

XML

Accumulated Other Comprehensive Loss - Line Items Affected on Consolidated Statements of Operations for Components Reclassified from Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Depreciation and amortization (foreign currency purchasecontracts)	$ (21,379)	$ (21,376)
Costs of products sold (excluding depreciation andamortization) (futures contracts – copper and aluminum)	(351,839)	(316,983)
Other expense	4,682	(721)
Income tax provision	(268)	1,355
Net loss attributable to Ampco-Pittsburgh	(69,335)	(12,089)
Amortization of Unrecognized Employee Benefit Costs [Member] | Reclassification Out of Accumulated Other Comprehensive Income (Loss) [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Other expense	89	3,283
Income tax provision	0	0
Net loss attributable to Ampco-Pittsburgh	89	3,283
Realized (Gains) Losses from Settlement of Cash Flow Hedges [Member] | Reclassification Out of Accumulated Other Comprehensive Income (Loss) [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Depreciation and amortization (foreign currency purchasecontracts)	(23)	(31)
Costs of products sold (excluding depreciation andamortization) (futures contracts – copper and aluminum)	(67)	(639)
Total before income tax	(90)	(670)
Income tax provision	0	0
Net loss attributable to Ampco-Pittsburgh	$ (90)	$ (670)

XML

Derivative Instruments - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Derivative [Line Items]
Anticipated foreign-denominated sales hedge	$ 32,983,000
(Losses) gains on foreign exchange transactions included in other income (expense)	$ (1,480,000)	$ (747,000)
Copper Purchases [Member]
Derivative [Line Items]
Percentage of anticipated purchases hedged	51.00%
Time period for hedged purchases	9 months
Copper Purchases [Member] | Cash Flow Hedges [Member]
Derivative [Line Items]
Anticipated purchases, hedged	$ 2,547,000
Aluminum Purchases [Member]
Derivative [Line Items]
Percentage of anticipated purchases hedged	56.00%
Time period for hedged purchases	6 months
Aluminum Purchases [Member] | Cash Flow Hedges [Member]
Derivative [Line Items]
Anticipated purchases, hedged	$ 507,000

XML

Derivative Instruments - Location and Fair Value of Foreign Currency Sales Contracts Recorded on Consolidated Balance Sheets (Detail) - Foreign Currency Sales Contracts [Member] - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Receivables [Member]
Derivative [Line Items]
Fair value hedged item	$ 232	$ (269)
Other Current Assets [Member]
Derivative [Line Items]
Fair value hedge contracts	44	961
Fair value hedged item	967	169
Other Current Liabilities [Member]
Derivative [Line Items]
Fair value hedge contracts	950	89
Fair value hedged item	12	907
Other Noncurrent Liabilities [Member]
Derivative [Line Items]
Fair value hedge contracts	70	1
Other Noncurrent Assets [Member]
Derivative [Line Items]
Fair value hedged item	$ 105	$ 16

XML

Derivative Instruments - Summary of Amount Recognized as and Reclassified from Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Derivative [Line Items]
Beginning of the Year	$ 685	$ 551
Beginning of the Year, Adjusted balance	739
Recognized	(713)	804
Reclassified	90	670
End of the Year		685
End of the Year, Adjusted balance	(64)	739
Foreign Currency Purchase Contracts [Member]
Derivative [Line Items]
Beginning of the Year	185	216
Beginning of the Year, Adjusted balance	239
Recognized	0	0
Reclassified	23	31
End of the Year		185
End of the Year, Adjusted balance	216	239
Futures Contracts - Copper and Aluminum [Member]
Derivative [Line Items]
Beginning of the Year	500	335
Beginning of the Year, Adjusted balance	500
Recognized	(713)	804
Reclassified	67	639
End of the Year		500
End of the Year, Adjusted balance	$ (280)	$ 500

XML

Derivative Instruments - Summary of Change in Fair Value Reclassified or Expected to be Reclassified from Accumulated Other Comprehensive Loss to Earnings (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Derivative [Line Items]
Amount released to pre - tax earnings	$ 21,379	$ 21,376
Amount released to pre - tax earnings	351,839	316,983
Reclassification Out of Accumulated Other Comprehensive Income (Loss) [Member] | Realized (Gains) Losses from Settlement of Cash Flow Hedges [Member]
Derivative [Line Items]
Amount released to pre - tax earnings	23	31
Amount released to pre - tax earnings	67	639
Foreign Currency Purchase Contracts [Member] | Reclassification Out of Accumulated Other Comprehensive Income (Loss) [Member] | Realized (Gains) Losses from Settlement of Cash Flow Hedges [Member]
Derivative [Line Items]
Estimated to be Reclassified in the Next 12 Months	27
Amount released to pre - tax earnings	23	31
Futures Contracts - Copper and Aluminum [Member] | Reclassification Out of Accumulated Other Comprehensive Income (Loss) [Member] | Realized (Gains) Losses from Settlement of Cash Flow Hedges [Member]
Derivative [Line Items]
Estimated to be Reclassified in the Next 12 Months	(280)
Amount released to pre - tax earnings	$ 67	$ 639

XML

Fair Value - Fair Value of Financial Assets and Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Foreign Currency Exchange Contracts [Member] | Other Noncurrent Assets [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets, fair value	$ 105	$ 16
Foreign Currency Exchange Contracts [Member] | Other Current Assets [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets, fair value	1,011	1,130
Foreign Currency Exchange Contracts [Member] | Other Current Liabilities [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities, fair value	962	996
Foreign Currency Exchange Contracts [Member] | Other Noncurrent Liabilities [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities, fair value	70	1
Investments [Member] | Other Noncurrent Assets [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets, fair value	3,659	4,204
Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member] | Foreign Currency Exchange Contracts [Member] | Other Noncurrent Assets [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets, fair value	0	0
Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member] | Foreign Currency Exchange Contracts [Member] | Other Current Assets [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets, fair value	0	0
Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member] | Foreign Currency Exchange Contracts [Member] | Other Current Liabilities [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities, fair value	0	0
Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member] | Foreign Currency Exchange Contracts [Member] | Other Noncurrent Liabilities [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities, fair value	0	0
Quoted Prices in Active Markets for Identical Inputs (Level 1) [Member] | Investments [Member] | Other Noncurrent Assets [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets, fair value	3,659	4,204
Significant Other Observable Inputs (Level 2) [Member] | Foreign Currency Exchange Contracts [Member] | Other Noncurrent Assets [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets, fair value	105	16
Significant Other Observable Inputs (Level 2) [Member] | Foreign Currency Exchange Contracts [Member] | Other Current Assets [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets, fair value	1,011	1,130
Significant Other Observable Inputs (Level 2) [Member] | Foreign Currency Exchange Contracts [Member] | Other Current Liabilities [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities, fair value	962	996
Significant Other Observable Inputs (Level 2) [Member] | Foreign Currency Exchange Contracts [Member] | Other Noncurrent Liabilities [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities, fair value	70	1
Significant Other Observable Inputs (Level 2) [Member] | Investments [Member] | Other Noncurrent Assets [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets, fair value	0	0
Significant Unobservable Inputs (Level 3) [Member] | Foreign Currency Exchange Contracts [Member] | Other Noncurrent Assets [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets, fair value	0	0
Significant Unobservable Inputs (Level 3) [Member] | Foreign Currency Exchange Contracts [Member] | Other Current Assets [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets, fair value	0	0
Significant Unobservable Inputs (Level 3) [Member] | Foreign Currency Exchange Contracts [Member] | Other Current Liabilities [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities, fair value	0	0
Significant Unobservable Inputs (Level 3) [Member] | Foreign Currency Exchange Contracts [Member] | Other Noncurrent Liabilities [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities, fair value	0	0
Significant Unobservable Inputs (Level 3) [Member] | Investments [Member] | Other Noncurrent Assets [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets, fair value	$ 0	$ 0

XML

Revenue - Net Sales (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Disaggregation Of Revenue [Line Items]
Net sales	$ 419,432	$ 385,155
Forged and Cast Mill Rolls [Member]
Disaggregation Of Revenue [Line Items]
Net sales	270,241	254,638
Forged Engineered Products [Member]
Disaggregation Of Revenue [Line Items]
Net sales	59,289	42,645
Heat Exchange Coils [Member]
Disaggregation Of Revenue [Line Items]
Net sales	26,761	28,998
Centrifugal Pumps [Member]
Disaggregation Of Revenue [Line Items]
Net sales	35,868	35,607
Air Handling Systems [Member]
Disaggregation Of Revenue [Line Items]
Net sales	27,273	23,267
U.S. [Member]
Disaggregation Of Revenue [Line Items]
Net sales	209,536	194,982
Foreign [Member]
Disaggregation Of Revenue [Line Items]
Net sales	$ 209,896	$ 190,173

XML

Revenue - Net Sales (Parenthetical) (Detail) - Customer	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Forged and Cast Engineered Products [Member]
Revenue from External Customer [Line Items]
Number of customers accounted for net sales	0	0
Air and Liquid Processing [Member]
Revenue from External Customer [Line Items]
Number of customers accounted for net sales	1	0
Sales Revenue, Net [Member] | Individual Countries [Member] | Maximum [Member]
Revenue from External Customer [Line Items]
Net sales	10.00%	10.00%
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Forged and Cast Engineered Products [Member]
Revenue from External Customer [Line Items]
Net sales	10.00%	10.00%
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Air and Liquid Processing [Member]
Revenue from External Customer [Line Items]
Net sales	13.00%	10.00%

XML

Stock-Based Compensation - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	May 31, 2016	May 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 2,115,000	$ 2,400,000
Income tax benefit from stock-based compensation expense	$ 0
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units vesting period, years	3 years
Performance-based Restricted Stock Units (PSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cumulative earnings achievement period	3 years
PSUs earning conditions	(i) achievement of a targeted return on invested capital or a basic earnings per share during the performance period beginning in the year of grant and continuing for two subsequent years; (ii) achievement of a three-year cumulative relative total shareholder return as ranked against other companies included in the Corporation’s peer group; and (iii) remaining continuously employed with the Corporation through the end of the year following three years from the date of grant.
Restricted Stock Units (RSUs) and Performance-based Restricted Stock Units (PSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation expense	$ 2,246,000
Unrecognized stock-based compensation expense to be recognized in period, years	2 years
Predecessor Plans [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted under Omnibus Incentive Plan				0
Shares of common stock issued to non-employee directors		50,000
Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for issuance	140,251
Shares of common stock issued to non-employee directors	72,170
Incentive Plan [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized under Omnibus Incentive Plan			1,100,000
Equity based awards grant date fair value	$ 200

XML

Stock-Based Compensation - Summary of Outstanding Incentive Options (RSUs and PSUs) (Detail) - $ / shares	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of incentive options, Forfeited/cancelled	(209,750)	(190,501)
Weighted Average Fair Value of incentive options, Forfeited/cancelled	$ 32.47	$ 26.03
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of incentive options, Outstanding, Beginning balance	158,706	155,845
Number of incentive options, Granted	117,501	76,473
Number of incentive options, Converted to common stock	(83,786)	(58,677)
Number of incentive options, Forfeited/cancelled	(19,716)	(14,935)
Number of incentive options, Outstanding, Ending balance	172,705	158,706
Weighted Average Fair Value of incentive options, Outstanding, Beginning balance	$ 16.00	$ 17.53
Weighted Average Fair Value of incentive options, Granted	9.70	14.00
Weighted Average Fair Value of incentive options, Converted to common stock	16.38	17.25
Weighted Average Fair Value of incentive options, Forfeited/cancelled	13.65	16.76
Weighted Average Fair Value of incentive options, Outstanding, Ending Balance	$ 11.77	$ 16.00
Performance-based Restricted Stock Units (PSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of incentive options, Outstanding, Beginning balance	102,514	39,348
Number of incentive options, Granted	94,703	97,788
Number of incentive options, Converted to common stock	0	0
Number of incentive options, Forfeited/cancelled	(70,630)	(34,622)
Number of incentive options, Outstanding, Ending balance	126,587	102,514
Weighted Average Fair Value of incentive options, Outstanding, Beginning balance	$ 17.47	$ 21.62
Weighted Average Fair Value of incentive options, Granted	10.06	14.93
Weighted Average Fair Value of incentive options, Converted to common stock		0
Weighted Average Fair Value of incentive options, Forfeited/cancelled	18.79	14.99
Weighted Average Fair Value of incentive options, Outstanding, Ending Balance	$ 11.19	$ 17.47

XML

Stock-Based Compensation - Summary of Outstanding Stock Options (Detail) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Number of Shares Under Options, Outstanding, Beginning balance	815,335	1,005,836
Number of Shares Under Options, Granted	0	0
Number of Shares Under Options, Exercised	0	0
Number of Shares Under Options, Forfeited/Cancelled	(209,750)	(190,501)
Number of Shares Under Options, Outstanding, Ending Balance	605,585	815,335	1,005,836
Number of Shares Under Options, Exercisable	605,585
Number of Shares Under Options, Vested or expected to vest	605,585
Weighted Average Exercise Price, Outstanding, Beginning balance	$ 23.61	$ 24.07
Weighted Average Fair Value of incentive options, Forfeited/cancelled	32.47	26.03
Weighted Average Exercise Price, Outstanding, Ending balance	20.54	$ 23.61	$ 24.07
Weighted Average Exercise Price, Exercisable	20.54
Weighted Average Exercise Price, Vested or expected to vest	$ 20.54
Remaining Contractual Life In Years, Outstanding	2 years 9 months 18 days	3 years 3 months 18 days	4 years 2 months 12 days
Remaining Contractual Life In Years, Exercisable	2 years 9 months 18 days
Remaining Contractual Life In Years, Vested or expected to vest	2 years 9 months 18 days
Intrinsic Value, Outstanding, Beginning balance	$ 0	$ 0	$ 0
Intrinsic Value, Exercisable	0
Intrinsic Value, Vested or expected to vest	$ 0

XML

Operating Leases - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Leases [Abstract]
Operating lease expense	$ 1,412	$ 1,244
Operating lease payments, in 2019	582
Operating lease payments, in 2020	426
Operating lease payments, in 2021	374
Operating lease payments, in 2022	355
Operating lease payments, in 2023	345
Operating lease payments, thereafter	$ 4,249

XML

Research and Development Costs - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Research And Development [Abstract]
Expenses relating to product development	$ 2,664	$ 3,386

XML

Litigation - Schedule of Loss Contingencies by Contingency (Detail) - Asbestos Claims [Member]	12 Months Ended
	Dec. 31, 2018 USD ($) Claim	Dec. 31, 2017 USD ($) Claim
Loss Contingencies [Line Items]
Total claims pending at the beginning of the period	6,907	6,618
New claims served	1,338	1,365
Claims dismissed	(1,123)	(718)
Claims settled	(350)	(358)
Total claims pending at the end of the period	6,772	6,907
Gross settlement and defense costs | $	$ 24,324,000	$ 21,431,000
Average gross settlement and defense costs per claim resolved | $	$ 16,510	$ 19,920

XML

Litigation - Schedule of Loss Contingencies by Contingency (Parenthetical) (Detail) - Claim	Dec. 31, 2018	Dec. 31, 2017
Commitments And Contingencies Disclosure [Abstract]
Number of claims inactive or transferred to MDL panel	668	479

XML

Litigation - Additional Information (Detail) $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($)
Commitments And Contingencies Disclosure [Abstract]
Reserves for total costs for asbestos liability claims pending or projected	$ 227,922
Percentage of defense costs estimated of settlement costs	80.00%
Insurance recoveries receivable	$ 152,508

XML

Litigation - Summary of Activity in Asbestos Insurance Recoveries (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Loss Contingencies [Line Items]
Insurance receivable - asbestos, end of the year	$ 152,508
Asbestos Claims [Member]
Loss Contingencies [Line Items]
Insurance receivable - asbestos, beginning of the year	100,342	$ 115,945
Settlement and defense costs paid by insurance carriers	(17,420)	(15,603)
Changes in estimated coverage	69,586	0
Insurance receivable - asbestos, end of the year	$ 152,508	$ 100,342

XML

Income Taxes - Additional Information (Detail) - USD ($)		3 Months Ended	12 Months Ended
	Dec. 22, 2017	Dec. 31, 2017	Dec. 31, 2018	Dec. 31, 2017
Income Tax Contingency [Line Items]
U.S. corporate statutory income tax rate			21.00%	35.00%
Tax cuts and jobs act of 2017, Incomplete accounting, income tax provision		$ 1,565,000
Tax cuts and jobs act of 2017, Incomplete accounting, repatriation transition tax percentage	100.00%
Repatriation transition tax liability			$ 2,369
Repatriation transition tax liability remitted, period			8 years
Net operating loss and AMT credits				$ 1,419,000
Increase in operating loss carryforwards		741,000		741,000
Valuation allowance methodology and assumptions, description			During 2018, the Corporation released the valuation allowance previously established against the net deferred income tax assets of ATR on the basis that it was “more likely than not” the assets would be realized due to continued earnings and forecasts sufficient to utilize the net deferred income tax assets.
Deferred tax liability recorded		$ 0	$ 0	$ 0
2035 [Member]
Income Tax Contingency [Line Items]
Net operating loss carryforwards			6,734,000
Domestic Tax Authority [Member]
Income Tax Contingency [Line Items]
Income tax refund received			3,500,000
Net operating loss carryforwards			$ 18,745,000
Operating loss carry forwards expiration period			2035
Operating loss carryforwards, limitations on use			the Corporation has federal net operating loss carryforwards of $18,745, of which $12,011 can be carried forward indefinitely, but will be limited to 80 percent of taxable income in any given year.
State [Member]
Income Tax Contingency [Line Items]
Net operating loss carryforwards			$ 40,550,000
Operating loss carry forwards expiration period			2019
Foreign Tax Authority [Member]
Income Tax Contingency [Line Items]
Net operating loss carryforwards			$ 52,332,000
Operating loss carry forwards expiration period			2019
Capital loss carryforwards			$ 768,000
Capital loss carry forwards expiration period			Capital loss carryforwards of $768 which do not expire
Carried Forward Indefinitely [Member]
Income Tax Contingency [Line Items]
Net operating loss carryforwards			$ 12,011,000

XML

Income Taxes - (Loss) Income Before Income Taxes and Equity Gains (Losses) in Joint Venture (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Domestic	$ (48,169)	$ (16,988)
Foreign	4,362	(454)
Loss from continuing operations before income taxes and gain on sale of joint venture	$ (43,807)	$ (17,442)

XML

Income Taxes - Income Tax Provision (Benefit) for Continuing Operations (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Current:
Federal	$ 1,166	$ (4,698)
State	73	(440)
Foreign	839	606
Current income tax provision (benefit)	2,078	(4,532)
Deferred:
Federal	(10,881)	1,259
State	(2,189)	(112)
Foreign	3,350	1,876
Increase in valuation allowance	7,910	154
Deferred income tax (benefit) provision	(1,810)	3,177
Total income tax provision (benefit)	$ 268	$ (1,355)

XML

Income Taxes - Difference Between Statutory U.S. Federal Income Tax and the Corporation's Effective Income Tax (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Computed at statutory rate	$ (8,943)	$ (5,635)
Tax differential on non-U.S. earnings	56	(108)
State income taxes	(2,131)	(398)
Meals and entertainment	76	138
Alternative minimum tax credits	(433)	0
Increase in valuation allowance	7,910	154
Repatriation transition tax impact	1,383	3,284
Adjustments to net operating losses	1,879	0
Reclassification of discontinued operations increase in valuation allowance	0	930
Other – net	471	280
Total income tax provision (benefit)	$ 268	$ (1,355)

XML

Income Taxes - Deferred Income Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Assets:
Employment – related liabilities	$ 10,667	$ 10,971
Liabilities related to discontinued operations	144	186
Capital loss carryforwards	305	308
Asbestos-related liability	18,894	12,179
Net operating loss – domestic	3,936	674
Net operating loss – state	3,057	2,782
Net operating loss – foreign	9,514	12,232
Inventory related	3,905	2,711
Impairment charge associated with investment in MG	1,050	1,155
Other	3,208	3,357
Gross deferred income tax assets	64,203	57,192
Valuation allowance	(33,881)	(26,933)
Deferred tax assets, net, Total	30,322	30,259
Liabilities:
Depreciation	(25,420)	(26,784)
Intangible assets – finite life	(1,181)	(1,564)
Intangible assets – indefinite life	(550)	(605)
Other	(147)	(149)
Gross deferred income tax liabilities	(27,298)	(29,102)
Net deferred income tax assets	3,024	1,157
Foreign Tax Authority [Member]
Assets:
Pension liability	996	1,633
Domestic Tax Authority [Member]
Assets:
Pension liability	$ 8,527	$ 9,004

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Environmental Matters - Additional Information (Detail) $ in Thousands	Dec. 31, 2018 USD ($)
Environmental Remediation Obligations [Abstract]
Potential liability for all environmental compliance	$ 324

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Related Parties - Additional Information (Detail) ¥ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 USD ($)	Dec. 31, 2017 CNY (¥)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 CNY (¥)
Related Party Transaction [Line Items]
Accrued interest	$ 2,333,000		$ 2,697,000
ATR [Member]
Related Party Transaction [Line Items]
Purchases	11,248,000	¥ 77,356	7,752,000	¥ 52,418
LB Co paid Corporation for administrative services	208,000	¥ 1,429	296,000	1,929
Loan outstanding	$ 4,056,000		5,325,000		¥ 27,901	¥ 34,655
Debt, interest rate	5.00%				5.00%
Accrued interest	$ 2,297,000		2,682,000		¥ 15,800	¥ 17,457
Debt, maturity date	2008	2008
Debt, renewal period	1 year	1 year
Sales	$ 11,697,000	¥ 77,464	8,564,000	¥ 57,909
Due from related parties	0		$ 0
Repayment, principal amount	449,000	3,090
Accured interest paid	$ 145,000	¥ 1,000
ATR [Member] | Minimum [Member]
Related Party Transaction [Line Items]
Interest accrual period	3 years	3 years
ATR [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Interest accrual period	5 years	5 years
TISCO [Member]
Related Party Transaction [Line Items]
Debt instrument conversion of loan to equity	$ 872,000				¥ 6,000

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Business Segments - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2018 Segment
Segment Reporting [Abstract]
Number of reportable business segments	2

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Business Segments - Business Segment Net Sales and (Loss) Income from Continuing Operations Before Income Taxes (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Revenue from External Customer [Line Items]
Net sales	$ 419,432	$ 385,155
(Loss) Income from Continuing Operations Before Income Taxes and Gain on Sale of Joint Venture	(43,807)	(17,442)
Capital Expenditures	9,719	13,011
Depreciation and amortization	21,379	21,376
Identifiable Assets	571,119	565,599
U.S. [Member]
Revenue from External Customer [Line Items]
Net sales	209,536	194,982
(Loss) Income from Continuing Operations Before Income Taxes and Gain on Sale of Joint Venture	(48,234)	(18,122)
Foreign [Member]
Revenue from External Customer [Line Items]
Net sales	209,896	190,173
(Loss) Income from Continuing Operations Before Income Taxes and Gain on Sale of Joint Venture	4,427	680
Continuing Operations [Member]
Revenue from External Customer [Line Items]
Identifiable Assets	550,881	531,809
Long-Lived Assets	340,065	312,330
Continuing Operations [Member] | U.S. [Member]
Revenue from External Customer [Line Items]
Long-Lived Assets	268,731	235,646
Continuing Operations [Member] | Foreign [Member]
Revenue from External Customer [Line Items]
Long-Lived Assets	71,334	76,684
Operating Segments [Member]
Revenue from External Customer [Line Items]
Net sales	419,432	385,155
(Loss) Income from Continuing Operations Before Income Taxes and Gain on Sale of Joint Venture	(28,734)	3,795
Corporate Costs, Including Other Income (Expense) [Member]
Revenue from External Customer [Line Items]
Net sales	0	0
(Loss) Income from Continuing Operations Before Income Taxes and Gain on Sale of Joint Venture	(15,073)	(21,237)
Capital Expenditures	7	174
Depreciation and amortization	194	191
Corporate Costs, Including Other Income (Expense) [Member] | Continuing Operations [Member]
Revenue from External Customer [Line Items]
Identifiable Assets	15,415	19,031
Forged and Cast Engineered Products [Member] | Operating Segments [Member]
Revenue from External Customer [Line Items]
Net sales	329,530	297,283
(Loss) Income from Continuing Operations Before Income Taxes and Gain on Sale of Joint Venture	(6,605)	(6,887)
Capital Expenditures	8,801	12,277
Depreciation and amortization	20,189	20,113
Forged and Cast Engineered Products [Member] | Operating Segments [Member] | Continuing Operations [Member]
Revenue from External Customer [Line Items]
Identifiable Assets	348,017	380,437
Air and Liquid Processing [Member] | Operating Segments [Member]
Revenue from External Customer [Line Items]
Net sales	89,902	87,872
(Loss) Income from Continuing Operations Before Income Taxes and Gain on Sale of Joint Venture	(22,129)	10,682
Capital Expenditures	911	560
Depreciation and amortization	996	1,072
Air and Liquid Processing [Member] | Operating Segments [Member] | Continuing Operations [Member]
Revenue from External Customer [Line Items]
Identifiable Assets	$ 187,449	$ 132,341

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Business Segments - Business Segment Net Sales and (Loss) Income from Continuing Operations Before Income Taxes (Parenthetical) (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Revenue from External Customer [Line Items]
Investments in joint ventures	$ 2,175,000	$ 2,175,000
Noncurrent asbestos-related insurance receivables	135,508,000	87,342,000
Air and Liquid Processing [Member]
Revenue from External Customer [Line Items]
Estimated costs of asbestos-related litigation, net of estimated insurance recoveries	32,910
Air and Liquid Processing [Member] | U.S. [Member]
Revenue from External Customer [Line Items]
Change in the identifiable assets of the Air and Liquid / Long-lived assets	152,508	100,342
Forged and Cast Engineered Products [Member]
Revenue from External Customer [Line Items]
Investments in joint ventures	$ 2,175	$ 2,175

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Schedule II - Valuation and Qualifying Accounts (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Allowance for Doubtful Accounts [Member]
Valuation And Qualifying Accounts Disclosure [Line Items]
Balance at Beginning of Period	$ 962	$ 621
Charged to Costs and Expenses	275	317
Charged to Other Accounts	(1)	(28)
Deductions	(255)	50
Other	(3)	2
Balance at End of Period	978	962
Valuation Allowance Against Gross Deferred Income Tax Assets [Member]
Valuation And Qualifying Accounts Disclosure [Line Items]
Balance at Beginning of Period	26,933	33,696
Charged to Costs and Expenses	0	0
Charged to Other Accounts	7,910	154
Deductions	(181)	(7,468)
Other	(781)	551
Balance at End of Period	$ 33,881	$ 26,933

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Schedule II - Valuation and Qualifying Accounts (Parenthetical) (Detail)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Valuation And Qualifying Accounts [Abstract]
U.S. corporate statutory income tax rate	21.00%	35.00%