UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended:December 31, 20162018
OR

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

For the transition period from _____________ to _____________

Commission file number:1-10026

ALBANY INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)

Delaware14-0462060
(State or other jurisdiction of (IRS(IRS Employer
incorporation or organization)Identification No.)

216 Airport Drive, Rochester, New Hampshire03867
(Address of principal executive offices)(Zip Code)

Registrant's

Registrant’s telephone number, including area code603-330-5850

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

Title of each className of each exchange on which registered
Class A Common Stock ($0.001 par value)New York Stock Exchange

 

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

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesX No _

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

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. YesX No _

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YesX 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, or a small 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 filerXAccelerated 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 Act). Yes _ NoX

The aggregate market value of the Common Stock held by non-affiliates of the registrant on June 30, 2016,2018, the last business day of the registrant’s most recently completed second quarter, computed by reference to the price at which Common Stock was last sold on such a date, was $1.1$1.7 billion.

The registrant had 28.929.0 million shares of Class A Common Stock and 3.23.3 million shares of Class B Common Stock outstanding as of January 31, 2017.February 28, 2019.

DOCUMENTS INCORPORATED BY REFERENCEPART
Portions of the Registrant'sRegistrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on May 12, 201710, 2019III

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TABLE OF CONTENTS

PART I

PART I
Item 1.Business5
 
Item 1A.Risk Factors10
 
Item 1B.Unresolved Staff Comments2021
 
Item 2.Properties2021
 
Item 3.Legal Proceedings2021
 
Item 4.Mine Safety Disclosures20 21
PART II
Item 5.Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities2122
 
Item 6.Selected Financial Data2324
 
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations25
 
Item 7A.Quantitative and Qualitative Disclosures about Market Risk4650
 
Item 8.Financial Statements and Supplementary Data4751
 
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure103118
 
Item 9A.Controls and Procedures103119
 
Item 9B.Other Information105 120
PART III
Item 10.Directors, Executive Officers and Corporate Governance106121
 
Item 11.Executive Compensation106121
 
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters107 
Item 13.Certain Relationships, Related Transactions and Director Independence108 
Item 14.Principal Accountant Fees and Services108 122
   
Item 13.Certain Relationships, Related Transactions and Director Independence123
Item 14.Principal Accountant Fees and Services123
PART IV
Item 15.Exhibits and Financial Statement Schedules109124
 

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Forward-Looking Statements

This annual report and the documents incorporated or deemed to be incorporated by reference in this annual report contain statements concerning our future results and performance and other matters that are “forward-looking” statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “plan,” “project,” “may,” “will,” “should,” and variations of such words or similar expressions are intended, but are not the exclusive means, to identify forward-looking statements. Because forward-looking statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements.

There are a number of risks, uncertainties, and other important factors that could cause actual results to differ materially from the forward-looking statements, including, but not limited to:

Conditions in the industries in which our Machine Clothing and Albany Engineered Composites segments compete, along with general risks associated with macroeconomic conditions;

 

In the Machine Clothing segment, declines in demand for paper in certain regions and market segments that continues at a rate that is greater than anticipated, and growth in demand in other segments or regions that is lower or slower than anticipated;
·Conditions in the industries in which our Machine Clothing and Albany Engineered Composites segments compete, along with the general risks associated with macroeconomic conditions;

 

In the Albany Engineered Composites segment, unanticipated reductions in demand, delays, technical difficulties or cancellations in aerospace programs that are expected to drive growth;
·In the Machine Clothing segment, greater than anticipated declines in the demand for publication grades of paper or, lower than anticipated growth in other paper grades;

 

Failure to achieve or maintain anticipated profitable growth in our Albany Engineered Composites segment;
·In the Albany Engineered Composites segment, unanticipated reductions in demand, delays, technical difficulties or cancellations in aerospace programs that are expected to drive growth;

 

Other risks and conditions in the industries in which our Machine Clothing and Albany Engineered Composites segments compete, along with general risks associated with macroeconomic conditions; and
·Failure to achieve or maintain anticipated profitable growth in our Albany Engineered Composites segment; and

 

Other risks and uncertainties detailed in this report.
·Other risks and uncertainties detailed in this report.

Further information concerning important factors that could cause actual events or results to be materially different from the forward-looking statements can be found in “Business Environment Overview and Trends” as well as in Item 1A - “Risk Factors”, as well as in the “Business Environment Overview and Trends” in Item 7 of this annual report. Statements expressing our assessments of the growth potential of the Albany Engineered Composites segment are not intended as forecasts of actual future growth, and should not be relied on as such. While we believe such assessments to have a reasonable basis, such assessments are, by their nature, inherently uncertain. This report sets forth a number of assumptions regarding these assessments.assessments, including projected timing and volume of demand for aircraft and for LEAP aircraft engines. Such assumptions could prove incorrect. Although we believe the expectations reflected in our other forward-looking statements are based on reasonable assumptions, it is not possible to foresee or identify all factors that could have a material and negative impact on our future performance. The forward-looking statements included or incorporated by reference in this annual report are made on the basis of our assumptions and analyses, as of the time the statements are made, in light of our experience and perception of historical conditions, expected future developments, and other factors believed to be appropriate under the circumstances.

Except as otherwise required by the federal securities laws, we disclaim any obligationobligations or undertaking to publicly release any updates or revisions to any forward-looking statement contained or incorporated by reference in this annual report to reflect any change in our expectations with regard thereto or any change in events, conditions, or circumstances on which any such statement is based.

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PART I

Item 1.Business

Item 1.         Business

Albany International Corp. (the Registrant, the Company, we, us, or our) and its subsidiaries are engaged in two business segments.

The Machine Clothing (MC) segment supplies permeable and impermeable belts used in the manufacture of paper, paperboard, tissue and towel, pulp, nonwovens, fiber cement and several other industrial applications.

We design, manufacture, and market paper machine clothing (used in the manufacturing of paper, paperboard, tissue, and towel) for each section of the paper machine and for every grade of paper. We manufacture and sell approximately twice as much paper machine clothing worldwide than any other company. Paper machine clothing products are customized, consumable products of technologically sophisticated design that utilize polymeric materials in a complex structure. The design and material composition of paper machine clothing can have a considerable effect on the quality of paper products produced and the efficiency of the paper machines on which it is used. Principal paper machine clothing products include forming, pressing, and dryer fabrics, and process belts. A forming fabric assists in paper sheet formation and conveys the very wet sheet (more than 75%75 percent water) through the forming section. Press fabrics are designed to carry the sheet through the press section, where water is pressed from the sheet as it passes through the press nip. In the dryer section, dryer fabrics manage air movement and hold the sheet against heated cylinders to enhance drying. Process belts are used in the press section to increase dryness and enhance sheet properties, as well as in other sections of the machine to improve runnability and enhance sheet qualities.

The Machine ClothingMC segment also supplies customized, consumable fabrics used in the manufacturing process in the pulp, corrugator, nonwovens, fiber cement, building products, and tannery and textile industries.

We sell our Machine Clothing products directly to customer end-users in countries across the globe. Our products, manufacturing processes, and distribution channels for Machine ClothingMC are substantially the same in each region of the world in which we operate. The sales of paper machine clothing forming, pressing, and dryer fabrics, individually and in the aggregate, accounted for more than 10 percent of our consolidated net sales during one or more of the last three years. No individual customer accounted for as much as 10%10 percent of Machine ClothingMC net sales in any of the periods presented.

The Albany Engineered Composites (AEC) segment, including Albany Safran Composites, LLC (ASC), in which our customer SAFRAN Group owns a 10 percent noncontrolling interest, provides highly engineered, advanced composite structures based on proprietary technology to customers in the aerospacecommercial and defense aerospace industries. AEC’s largest aerospace customer is the SAFRAN Group and sales to SAFRAN (consisting primarily of fan blades and cases for CFM’s LEAP engine) accounted for approximately 11%19 percent of the Company’s consolidated net sales in 2016. AEC’s largest program relates to CFM International’s LEAP engine.2018. AEC, through ASC, is the exclusive supplier to this program of advanced composite fan blades and cases under a long-term supply contract. Other significant programs served by AEC programs include the F-35, Boeing 787, Sikorsky CH-53K, and JASSM programs. AEC also supplies; vacuum waste tanks for the Boeing 7-Series programs; specialty components for the F-35 Joint Strike Fighter, fuselage frame components forRolls Royce lift fan on the Boeing 787, andF-35; as well as the fan case for the GE9X engine. In 2016,2018, approximately 3025 percent of thisthe AEC segment’s sales were related to U.S. government contracts or programs.

See “Business Environment Overview and Trends” under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, for a discussion of general segment developments in recent years.

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Following is a table of net sales by segment for 2016, 2015,2018, 2017, and 2014.2016.

     
(in thousands) 2016201520142018 2017 2016
Machine Clothing$582,190$608,581$655,026$611,858 $590,357 $582,190
Albany Engineered Composites 197,649101,28790,319370,621 273,360 197,649
Consolidated total $779,839$709,868$745,345$982,479 $863,717 $779,839

The table setting forth certain sales, operating income, and balance sheet data that appears in Note 3, “Reportable Segments and Geographic Data,” of the Consolidated Financial Statements, included under Item 8 of this Form 10-K, is incorporated herein.

International Operations

Our Machine Clothing business segment maintains manufacturing facilities in Brazil, Canada, China, France, Italy, Mexico, South Korea, Sweden, the United Kingdom, and the United States. Our AEC business segment maintains manufacturing facilities in the United States, and France, and will be begin manufacturing operations in Mexico during 2017.Mexico.

Our global presence subjects us to certain risks, including tariffs and other restrictions on trade, and controls on foreign exchange and the repatriation of funds. While the direct impact to date of recent developments in global trade and tariff policy has not been significant, there is a risk that the impact of such developments on companies in our supply chain will be reflected in higher costs from affected suppliers. We have a cash repatriation strategy that targets a certain amount of foreign current year earnings that are not permanentlyindefinitely reinvested. To date, while we have been able to make such repatriations without substantial governmental restrictions, and while the 2017 U.S. tax reform should reduce the costs of such repatriation, changes in the trade or regulatory environmentcompliance in the United States or in the countries whereany country that we have significant cash balances could make it more difficult to repatriate foreign earnings cost-effectively in the future. We believe that the risks associated with our operations outside the United States are no greater than those normally associated with doing business in those locations.

Working Capital, Customers, Seasonality, and Backlog

Payment terms granted to paper industry and other machine clothing customers reflect general competitive practices. Terms vary with product, competitive conditions, and the country of operation. In some markets, customer agreements require us to maintain significant amounts of finished goods inventories to assure continuous availability of our products.

In addition to supplying paper, paperboard, and tissue companies, the Machine ClothingMC segment is a leading supplier to the nonwovens (which includes the manufacture of products such as diapers, personal care and household wipes), building products, and tannery and textile industries. These non-paper industries have a wide range of customers, with markets that vary from industrial applications to consumer use.

The Albany Engineered CompositesAEC segment primarily serves customers in the commercial and military aircraftdefense aerospace market through both engine and airframe markets.applications. Sales and working capital rose sharply in the last few years in this segment. Additionally, we anticipate intensive growth in the future, which could lead to further increases in working capital levels.

In the Machine ClothingMC segment, the Chinese New Year, summer months, and the end of the year are often periods of lower production for some of our customers, which, in the past has often contributed to weakerseasonal variation in sales and orders for the Company during these periods.orders. In recent years, shorter order cycles and lower inventory levels throughout the supply chain have increased volatilitybecome a more significant factor in quarterly sales. The impact of these combined factors on any quarter can be difficult to predict, and can make quarterly comparisons less meaningful than in prior years.annual comparisons. While seasonality is generally not a significant factor in the Albany Engineered Composites segment, the commercial terms of the supply agreement governing the LEAP program together with customer year-end ordering activity, has resulted in fourth quarter sales volatility in recent years.

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Backlog in the Machine ClothingMC segment was $163.8$204.6 million at December 31, 2016,2018, compared to $171.0$201.1 million at December 31, 2015. The decrease reflects a trend toward shorter order-to-delivery times.2017. Backlog in the Albany Engineered CompositesAEC segment increased to $128.4$377.3 million at December 31, 2016,2018, compared to $34.0

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$327.9 million at December 31, 2015,2017, reflecting the impactramp-up in several key programs. All of the 2016 acquisition of Harris Corporation’s composite aerostructures business. The backlog in each segmentMC and approximately 90% of the AEC backlog is generally expected to be invoiced during the next 12 months.

Research and Development and Technology

We invest in research, new product development, and technical analysis with the objective of maintaining our technological leadership in each business segment. While much of our research activity supports existing products, we also engage in significant research and development activities for new technology platforms, products and product enhancements.

Machine Clothing is custom-designed for each user, depending on the type, size, and speed of the machine, and the products being produced. Product design is also a function of the machine section, the grade of product being produced, and the quality of the stock used. Technical expertise, judgment, and experience are critical in designing the appropriate clothing for machine, position, and application. As a result, many employees in sales and technical functions have engineering degrees, paper mill experience, or other manufacturing experience in the markets in which they operate. Our market leadership position reflects our commitment to technological innovation. This innovation has resulted in a continuing stream of new Machine ClothingMC products and enhancements across all of our product lines.

Albany Engineered Composites designs, develops and manufactures advanced composite parts for complex aerospace and other high-performance applications, using a range of core technologies, including its proprietary 3D-woven reinforced composites technology, traditional 2D laminated composite structures, automated material placement, filament winding, through-thickness reinforcement and braiding.

In addition to continuous significant investment in core research and development activities in pursuit of new proprietary products and manufacturing processes, experienced research and development employees in each business segment also work collaboratively with customers, OEMs and suppliers on targeted development efforts to introduce new products and applications to in their respective markets.

Company-funded research expenses totaled $29.8 million in 2018, $30.7 million in 2017, and $28.8 million in 2016, $31.7 million in 2015, and $32.4 million in 2014.2016. In 2016,2018, these costs were 3.7%3 percent of total Company net sales, including $11.9$12.3 million, or 6.0%3.3 percent of net sales, in our AEC segment. Research and development in the AEC segment includes both Company-sponsored and customer-funded activities. Some customer funded research and development may be on a cost sharing basis, in which case, amounts charged to the customer are credited against research and development costs. For customer-funded research and development in which we anticipate funding to exceed expenses, we include amounts charged to the customer in Net sales. Cost of sales associated with customer-funded research was $3.1$3.5 million in 2016, $3.42018, $4.7 million in 2015,2017, and $3.6$2.0 million in 2014.2016.

We have developed, and continue to develop, proprietary intellectual property germane to the industries we serve. Our intellectual property takes many forms, including patents, trademarks, trade names and domains, and trade secrets. Our trade secrets include, among other things, manufacturing know-how and unique processes and equipment. Because intellectual property in the form of patents is published, we often forgo patent protection and preserve the intellectual property as trade secrets. We aggressively protect our proprietary intellectual property, pursuing patent protection when appropriate. Our active portfolio currently contains well over 2,1002,400 patents, and more than 300approximately 250 new patents are typically granted each year. While we consider our total portfolio of intellectual property, including our patents, to be an important competitive advantage, we do not believe that any single patent is critical to the continuation of our business. All brand names and product names are trade names of Albany International Corp. or its subsidiaries. We have from time to time licensed some of our patents and/or know-how to one or more competitors, and have been licensed under some competitors’ patents, in each case mainly to enhance customer acceptance of new products. The revenue from such licenses is less than 1 percent of consolidated net sales.

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Raw Materials

Primary raw materials for our Machine ClothingMC products are polymer monofilaments and fibers, which have generally been available from a number of suppliers. Therefore, we have not needed to maintain raw material inventories in excess of our current needs to assure availability. In addition, we manufacture polymer monofilaments, a basic raw material for all types of Machine Clothing,machine clothing, at our facility in Homer, New York, which supplies approximately 35%30 percent of our worldwide monofilament requirements. In the AEC segment, the primary raw materials are carbon fiber and resin. While there are a number of potential suppliers of carbon fiber and other raw materials used by AEC, the use of certain suppliers may be mandated by customer agreements, and alternative suppliers would be subject to material qualification or other requirements.requirements that may preclude or delay their availability. In the case of mandated suppliers, AEC endeavors to enter into long-term supply agreements to help mitigate price and availability risks. Currently, the primary raw materials used in each segment are derived from petroleum, and are therefore sensitive to changes in the price of petroleum and petroleum intermediates.

Competition

In the paper machine clothing market, we believe that we had a worldwide market share of approximately 30%30 percent in 2016,2018, while the two largest competitors each had a market share of approximately half of ours.

While some competitors in the Machine ClothingMC segment tend to compete more on the basis of price, and others attempt to compete more on the basis of technology, both are significant competitive factors in this industry. Albany’s Machine Clothing product portfolio is broad and deep, with products for every part of the machine and for every machine type and paper grade. The Company’s research and development team works closely with the sales and technical organization to develop new products to meet changes in customer needs, and also pursues targeted joint development activities with customers and equipment manufacturers to create new products. Albany’s experienced sales and technical team members – many of whom have worked in the industries that we serve - work closely with each customer to acquire deep understanding of the customer’s combination of raw materials, manufacturing equipment, manufacturing processes, and paper, pulp, nonwovens or other product being produced – a combination that is unique to each customer, plant and machine. This experience and knowledge, combined with knowledge of and experience with the Company’s own extensive product portfolio, allows the sales and technical teams to ensure that the appropriate machine clothing products are being supplied for each part of the machine, to customize those products as needed for best performance, and to continuously propose new Machine Clothing products that offer each customer the possibility of even better performance and increased savings. These efforts – which effectively integrate the Company’s experience and technological expertise into each product we sell - is– are reflected in the marketplace by our high market share.Company’s strong competitive position in the marketplace. Some of the Company’s paper machine clothing competitors also supply paper machines, papermaking equipment, and aftermarket parts and services, and endeavor to compete by bundling clothing with original equipment and aftermarket services.

The primary competitive factors in the markets in which our Albany Engineered Composites segment competes is product performance and price. Achieving lower weight without sacrificing strength is the key to improving fuel efficiency, and is a critical performance requirement in the aerospace industry. Our broad array of capabilities in composites enable us to offer customers the opportunity to displace metal components and, in some cases, conventional composites with lower-weight, high-strength, and potentially high-temperature composites. The dominant competitive factor is how the customer weighs these performance benefits, which include fuel savings due to lower weight, against the possible cost advantage of more traditional metal and composite components.

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Employees

We employ approximately 4,400 persons, of whom 65%68 percent are engaged in manufacturing our products. Wages and benefits are competitive with those of other manufacturers in the geographic areas in which our facilities are located. In general, we consider our relations with employees to be excellent.

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A number of hourly employees outside of the United States are members of various unions.

Executive Officers of the Registrant

The following table sets forth certain information with respect to the executive officers of the Company as of March 1, 2017:14, 2019:

Joseph G. Morone, 63,Olivier M. Jarrault, 57, President and Chief Executive Officer, joined the Company in 2005.2018. He has served the Company as President and Chief Executive Officer since January 1, 2006, andMarch 2, 2018. Effective March 2, 2018, he assumed the role of President, since August 1, 2005.Albany Engineered Composites. He has been a director of the Company since 1996.2018. From 1997 to July 2005,2001 until 2016, he served as an Executive Vice President and Group President for Alcoa Engineered Products and Solutions (“EPS”). Prior to being named President of Bentley University in Waltham, Massachusetts. Prior to joining Bentley,EPS, he served as the Deanin a number of the Lally School of Management and Technologysenior management positions at Rensselaer Polytechnic Institute, where he also held the Andersen Consulting Professorship of Management. He currently serves as the Presiding Director of Transworld Entertainment Corporation.Alcoa.

John B. Cozzolino, 50,52, Chief Financial Officer and Treasurer, joined the Company in 1994. He has served the Company as Chief Financial Officer and Treasurer since February 2011. From September 2010 to February 2011, he served as Vice President – Corporate Treasurer and Strategic Planning/Acting Chief Financial Officer, from February 2009 to September 2010, he served as Vice President – Corporate Treasurer and Strategic Planning, and from 2007 to February 2009 he served as Vice President – Strategic Planning. From 2000 until 2007 he served as Director – Strategic Planning, and from 1994 to 2000 he served as Manager – Corporate Accounting.

Daniel A. Halftermeyer, 55,57, PresidentMachine Clothing, joined the Company in 1987. He has served the Company as President – Machine Clothing since February 2012. He previously served the Company as President – Paper Machine Clothing and Engineered Fabrics from August 2011 to February 2012, as President – Paper Machine Clothing from January 2010 until August 2011, Group Vice President – Paper Machine Clothing Europe from 2005 to August 2008, Vice President and General Manager – North American Dryer Fabrics from 1997 to March 2005, and Technical Director – Dryer Fabrics from 1993 to 1997. He held various technical and management positions in St. Stephen, South Carolina, and Sélestat, France, from 1987 to 1993.

Diane M. Loudon, 59, President – Albany Engineered Composites,joined Albany Engineered Composites in November 2011. SheAlice McCarvill, 54, has served as President – Albany Engineered Composites since January 2016. From November 2011 to January 2016 she served the Company as SeniorExecutive Vice President for Operations.President- Human Resources and Chief Human Resources Officer since February 2019.She joined the Company in March 2018 as Executive Vice President- Human Resources since March 26, 2018. Prior to joining AEC,2018 she served in a variety of executive roles in operationswas Group VP Human Resources for Arconic Engineered Products and program management in the medical devices industry, most recently at Accellent.Solutions.

Robert A. Hansen, 59,61, Senior Vice President and Chief Technology Officer, joined the Company in 1981. He has served the Company as Senior Vice President and Chief Technology Officer since January 2010. He previously served as Vice President – Corporate Research and Development from April 2006 to January 2010, and Director of Technical and Marketing – Europe Press Fabrics from 2004 to April 2006. From 2000 to 2004, he served as Technical Director – Press Fabrics, Göppingen, Germany. Before 2000, he served the Company in a number of technical management and research and development positions in Europe and the U.S.

David M. Pawlick, 55,58, Vice PresidentController, joined the Company in 2000. He has served the Company as Vice President – Controller since March 2008, and as Director of Corporate Accounting from 2000 to 2008. From 1994 to 2000 he served as Director of Finance and Controller for Ahlstrom Machinery, Inc. in Glens Falls, New York. Prior to 1994, he was employed as an Audit Manager for Coopers & Lybrand.

Charles J. Silva Jr., 57,59, Vice PresidentGeneral Counsel and Secretary,joined the Company in 1994. He has served the Company as Vice President – General Counsel and Secretary since 2002. He served as

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Assistant General Counsel from 1994 until 2002. Prior to 1994, he was an associate with Cleary, Gottlieb, Steen and Hamilton, an international law firm with headquarters in New York City.

Dawne H. Wimbrow, 59, Vice PresidentGlobal Information Services and Chief Information Officer, joined the Company in 1993. She has served the Company as Vice President – Global Information Services and Chief Information Officer since September 2005. She previously served the Company in various management positions in the Global Information Systems organization. From 1980 to 1993, she worked as a consultant supporting the design, development, and implementation of computer systems for various textile, real estate, insurance, and law firms.

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Joseph M. Gaug, 53,55, Associate General Counsel and Assistant Secretary, joined the Company in 2004. He has served the Company as Associate General Counsel since 2004 and as Assistant Secretary since 2006. Prior to 2004, he was a principal with McNamee, Lochner, Titus & Williams, P.C., a law firm located in Albany, New York.

We are incorporated under the laws of the State of Delaware and are the successor to a New York corporation originally incorporated in 1895, which was merged into the Company in August 1987 solely for the purpose of changing the domicile of the corporation. References to the Company that relate to any time prior to the August 1987 merger should be understood to refer to the predecessor New York corporation.

Our Corporate Governance Guidelines, Business Ethics Policy, and Code of Ethics for the Chief Executive Officer, Chief Financial Officer, and Controller, and the charters of the Audit, Compensation, and Governance Committees of the Board of Directors are available at the Corporate Governance section of our website (www.albint.com).

Our current reports on Form 8-K, quarterly reports on Form 10-Q, and annual reports on Form 10-K are electronically filed with the Securities and Exchange Commission (SEC), and all such reports and amendments to such reports filed subsequent to November 15, 2002, have been and will be made available, free of charge, through our website (www.albint.com) as soon as reasonably practicable after such filing. The public may read and copy any materials filed by the Company with the SEC at the SEC’s Public Reading Room at 100 F Street, N.E., Room 1580, Washington, D.C. The public may obtain information on the operation of the Public Reading Room by calling the SEC at 1-800-SEC0330.1-800-SEC-0330. The SEC maintains a website (www.sec.gov) that contains reports, proxy, information statements, and other information regarding issuers that file electronically with the SEC.

Item 1A. RISK FACTORS

The Company’s business, operations, and financial condition are subject to various risks. Some of these risks are described below and in the documents incorporated by reference, and investors should take these risks into account in evaluating any investment decision involving the Company. This section does not describe all risks applicable to the Company, its industry or business, and it is intended only as a summary of certain material factors.

A number of industry factors have had, and in future periods could have, an adverse impact on sales, profitability and cash flow in the Company’s Machine ClothingMC and AEC segments

Significant consolidation and rationalization in the paper industry in recent years hashave reduced global consumption of paper machine clothing in certain markets. Developments in digital media have adversely affected demand for newsprint and for printing and writing grades of paper, which has had, and is likely to continue to have, an adverse effect on demand for paper machine clothing in those markets. At the same time, technological advances in papermaking, including in paper machine clothing, while contributing to the papermaking efficiency of customers, have in some cases lengthened the useful life of our products and reduced the number of pieces

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required to produce the same volume of paper. These factors have had, and in future are likely to have, an adverse effect on paper machine clothing sales.

The market for paper machine clothing in recent years has been characterized by increasedcontinuous pressure to provide more favorable commercial terms, which has negativelyunfavorably affected our operating results. We expect such pressure to remain intense in all paper machine clothing markets, especially during periods of customer

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consolidation, plant closures, or when major contracts are being renegotiated. The emergence of new market entrants in China is likely to exacerbateChinese competitors exacerbates this risk.

Similar pressures exist in the markets in which AEC competes. Many of AEC’s customers, as well as the companies supplied by our customers in turn, are under pressure to achieve acceptable returns on their substantial investments in recent years in new technology,technologies, new programs and new product platforms.introductions. This has contributed to a relentless focus on reducing costs, resulting in intensecontinuous pressure for cost reduction and price improvementspricing improvement throughout the supply chain. Such pressures are likely to continue.The recent wave of consolidation in the aerospace industry could continue or intensify these pressures.

AEC is subject to significant execution risk related to the ramp up of the LEAP and otherkey programs in the short and medium term

The expected size and steep growth rateramp-up of the market for LEAP enginesengine program continues to put significant pressure on AEC to execute on deliveries in the short- and medium-term. In the short term, AEC must continue to fulfill critical program schedule and production-readiness milestones at its LEAP facilities in Rochester, New Hampshire and Commercy, France, as well as at the third LEAP facility in Queretaro, Mexico, which is scheduled to come on line in 2017.Mexico. In addition, a number of programs acquired in the purchase of Harris Corporation’s composite aerostructures business – including airframe components for the F-35, Joint Strike Fighter, forward fuselage frames for the Boeing 787, and sponsons, tail-rotor pylons, and horizontal stabilizers and struts for the CH-53K helicopter – will be ramping significantly during the next few years while LEAP output increases toward full production. AEC will be required to execute all of these program ramp-ups while continuing to maintain and improve performance on legacy programs. AEC’s ability to realize its full growth potential will depend on how effectively it accomplishes these goals. Failure to accomplish these goals could have a material adverse impact on the amount and timing of anticipated AEC revenues, income, and cash flows, which could in turn have a material adverse impact on our consolidated financial results.

AEC is subject to significant financial risk related to potential quality escapes that could cause customer recalls, or production shortfalls that could cause delays in customer deliveries

In the short term, AEC must continue to ramp up and mature its manufacturing capacity while meeting increasingly demanding quality, delivery, and cost targets across a broad spectrum of programs and facilities. In addition to LEAP, these programs include airframe components for the F-35, forward fuselage frames for the Boeing 787, and sponsons, tail-rotor pylons, horizontal stabilizers and struts for the CH-53K helicopter. AEC’s ability to realize its full financial objectives will depend on how effectively it meets these challenges. Failure to accomplish these customer quality, delivery, and cost targets on any key program could result in material losses to the Company and have a material adverse impact on the amount and timing of anticipated AEC revenues, income, and cash flows, which could in turn have a material adverse impact on our consolidated financial results.

The long-term organic growth prospects of AEC are subject to a number of risks

The prospect of future successful organic growth and long-term success ofin AEC depends in large part on its ability to maintain and grow a healthy pipeline of potential new products and applications for its technologies, to transform a sufficient number of those potential opportunities into commercial supply agreements, and to then execute its obligations under such agreements. In addition, existing and future supply agreements, especially for commercial and military aircraft programs,defense aerospace, are subject to the same curtailment or cancellation risks as the programs they support.

AEC is currently working on a broad portfolio of potential new product applications in the aerospace and other industries.industry. These development projects may or may not result in commercial supply opportunities. In the event that AEC succeeds in developing products and securing contracts to manufacture and supply them, it will face the same industrialization and manufacturing ramp-up risks that it currently faces in the LEAP program,and other programs, and may or may not be successful in meeting its obligations under these contracts. Failure to manage these development, commercialization and execution risks could have a material adverse impact on AEC’s prospects for revenue growth.

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In addition to dealing with these development and manufacturing execution risks, future AEC growth will likely require increasingly larger amounts of cash to fund the investments in equipment, capital, and development efforts needed to achieve this growth. While AEC is starting to generate increasing amounts of cash, it is likely to be some time before AEC generatesnot yet generating sufficient cash to fund this growth. Until that time, absent the incurrence of additional indebtedness to fund this growth, AEC will remain dependent on the Machine ClothingMC segment’s ability

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to generate cash, and a significant decline in Machine ClothingMC sales, operating income or cash flows could therefore have a material adverse impact on AEC’s growth.

Long-term supply contracts in our Albany Engineered Composites segment pose certain risks

AEC has a number of long-term or life-of-program contracts including a number with fixed pricing, and is likely to enter into similar contracts in the future. While long-term or life-of-program contracts provide an opportunity to realize steady and reliable revenues for extended periods, they pose a number of risks, such as program cancellations, reductions or delays in orders by AEC’s customers under these contracts, the termination of such contracts or orders, or the occurrence of similar events over which AEC has no or limited control. The occurrence of one or more of these events could have a material adverse effect on AEC revenues and earnings in any period. Such events could also result in the write-off of deferred charges that have been accumulated in anticipation of future revenues.

 

While long-term fixed-price contracts also provide AEC with the opportunity to enjoy increased profits as the result of cost reductions and efficiencies, their profitability is dependent on estimates and assumptions regarding contract performance costs over the life of the contract, which in some cases can last for many years. Such estimates and assumptions are subject to many variables, and may prove over time to have been inaccurate when made, or may become inaccurate over time. Additionally, many of the parts AEC agrees to develop and produce have highly complex designs, and challenging technical, quality, or otherand engineering specifications. Manufacturing or development challenges, disagreements over technical, quality or other contract requirements, and other variables may arise during development or production that result in higher costs, or an inability to achieve required technical specifications. If actual production and/or development costs should prove higher, or revenues prove lower, than AEC’s estimates, our expected profits may be reduced, or if such costs should exceed contract prices, we may be required to recognize losses for current or future periods, and potentially for the remaining life of the program.periods. One or more of these events could have a material adverse effect on AEC’s revenues or operating results in any period. Such events could also result in the write-off of deferred charges that have been or could be accumulated in anticipation of future revenues.

 

In 2015, the Companysecond quarter of 2017, AEC recorded a charge of $14.0$15.8 million associated with arelated to the revision in the estimated profitability of its BR725 and A380 programs. The charge was driven primarily by a contractreduction in the AEC segment. AEC has aestimated future demand in these long-term contractcontracts. Each quarter, the Company updates its outlook for each of its long-term contracts and records the manufactureeffect of composite components for the Rolls-Royce BR725 engine (BR 725), which powers the Gulfstream G-650 business jet. These components are manufacturedchange in AEC’s Boerne, Texas facility. The contract for this program was signed in 2007 and contains a very aggressive approach to pricing compared to AEC’s other contracts. The 2015 charge we recorded included $10.9 million for the write-off of deferred contract costs and $3.1 million of a reserve for additional losses expected through 2016. This program generated a loss of $2.6 million in 2016, approximately half of which was absorbed by the remaining loss reserve.estimated profitability. While the program is expectedCompany believes its estimates on long-term contracts to generate additional lossesbe accurate based on available information, new information may become available in the short-term, management expects that the program will be profitable over the remaining life of the program. AEC is working with the customer to establish future pricing of the parts and effectperiods, or other changes in the program that are expectedcould occur, which may lead to eventually eliminate these losses and result in a profitable program. Additionaladditional program losses, which could have a material effect on operating results in future periods, could occur if AEC’s efforts to improve the program are unsuccessful.periods.

 

Sales of components for a number of programs that are currently considered to be important to the future sales growth of AEC are pursuant to short-term purchase orders for a finite period or number of parts, or short-term supply agreements with terms of one to four years. Such programs include airframe components for the F-35, Joint Strike Fighter, forward fuselage frames for the Boeing 787, and sponsons, tail-rotor pylons, and horizontal stabilizers and struts for the CH-53K helicopter. As a result, while AEC reasonably expects to continue as a supplier on these programs as long as it meets its obligations, there can be no assurance that this will be the case, or that, in programs where it is currently a sole supplier that this sole supplier status will continue even if it continues as a

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supplier. Even if AEC’s status as a supplier is extended or renewed, there can be no assurance that such extension or renewal will be on the same or similar commercial or other terms. Any failure by AEC to maintain its current supplier status

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under these programs, or any material change in their commercial or other terms, could have a material adverse effect on AEC’s future sales and operating income.

AEC is subject to significant short- and medium-term risks related to the integrationpotential manufacture and sale of the composite aerostructures business acquired from Harris Corporationdefective or non-conforming products

 

AEC manufactures and sells products that are incorporated into commercial and military aircraft. If AEC were to supply products with manufacturing defects, or products that failed to conform to contractual requirements, we could be required to recall and/or replace them, and could also be subject to substantial contractual damages or warranty claims from our customers. AEC could also be subject to product liability claims if such failures were to cause death, injury or losses to third parties, or damage claims resulting from the grounding of aircraft into which such defective or non-conforming products had been incorporated. While we maintain product liability insurance and other insurance at levels we believe to be prudent and consistent with industry practice to help mitigate these risks, these coverages may not be sufficient to fully cover AEC’s recent acquisition of the composite aerostructures business of Harris Corporation presents certainexposure for such risks, including those associated with the assimilation and integration of operations, business systems and business methods, and the diversion of management attention from other business concerns. Failure by AEC to successfully manage these integration riskswhich could have a material adverse impacteffect on the amountAEC’s results of operations and timing of anticipated AEC sales and profitability, which could in turn have a material adverse impact on our consolidated financial results. cash flows.

 

Deterioration of current global economic conditions or reductions in government appropriations for defense spending could have an adverse impact on the Company’s business and results of operations

The Company identifies in this section a number of risks, the effects of which may be exacerbated by an unfavorable economic climate. For example, unfavorable global economic and paper industry conditions maya recession could lead to greater consolidationlower consumption in all paper grades including tissue and rationalization within the paper industry, further reducing global consumption of paper machine clothing. Reducedpackaging, which would not only reduce consumption of paper machine clothing but could in turnalso increase the risk of greater price competition withinin the paper machine clothing industry, and greater efforts by competitors to gain market share at the expense of the Company. Sales of the Company’s other Machine Clothing products may also be adversely affected by unfavorable economic conditions.industry.

Similarly, in the Company’s AEC segment, a decline in global or regional economic conditions could result in lower orders for aircraft or aircraft engines, or the cancellation of existing orders, which would in turn result in reduced demand for the AEC components utilized on such aircraft or engines. Demand for AEC’s light-weight composite aircraft components is driven by demand for the lighter, more fuel-efficient aircraft engine and other applications into which they are incorporated, such as the CFM LEAP engine. Fuel costs are a significant part of airlines’ overall operating costs for airlines and, in many cases, may constitute a carrier’s single largest operating expense. A sustained drop in oil prices, and related decline in the price of jet fuel, could prompt airlines to defer orders or delivery dates for such newer, more fuel-efficient airframes and aircraft engines, as the urgency to reduce fuel consumption may be lessened. These actionsIn addition, any economic conditions that led to sustained high interest rates could reduce or postpone AEC’s anticipated revenues,affect the airline’s ability to finance new aircraft and reduce profitability.engine orders.

AEC generates a substantial amount of revenue from programs in which the ultimate customer is the U.S. Department of Defense. Government funding of such programs is subject to change due to a variety of reasons and the reduction or elimination of such programs could have a material adverse effect on operating results in any period.

Weak or unstable economic conditions also increase the risk that one or more of our customers could be unable to pay outstanding accounts receivable, whether as the result of bankruptcy or an inability to obtain working capital financing from banks or other lenders. In such a case, we could be forced to write off such accounts, which could have a material adverse effect on our business, financial condition, or operating results. Furthermore, both the Machine ClothingMC and AEC business segments manufacture products that are custom-designed for a specific customer application. In the event of a customer liquidity issue, the Company could also be required to write off amounts that are included in inventories. In the case of AEC, such write-offs could also include investments in equipment, tooling, and non-recurring engineering, some of which could be significant depending on the program.

AEC derives a significant portion of its revenue from contracts with the U.S. government, which are subject to unique risks

The funding of U.S. government programs is subject to congressional appropriations. Many of the U.S. government programs in which we participate may last several years, but they are normally funded annually. Changes in military strategy and priorities may affect our future procurement opportunities and existing programs. Long-term government contracts and related orders are subject to cancellation, delay or restructure, if appropriations for subsequent performance periods are not made. The termination or reduction of funding for

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existing or new U.S. government programs could result in a material adverse effect on our earnings, cash flow and financial position.

Additionally, our business with the U.S. government is subject to specific procurement regulations and our contract costs are subject to audits by U.S. government agencies. U.S. government representatives may audit our compliance with government regulations, and such audits could result in adjustments to our contract costs. Any costs found to be improperly allocated to a specific contract will not be reimbursed, and such costs already reimbursed must be refunded. If any audit uncovers improper or illegal activities, we may be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits, suspension of payments, fines and suspension or prohibition from doing business with the U.S. government, which could result in a material adverse effect on our earnings, cash flow and financial position.

The loss of one or more major customers could have a material adverse effect on sales and profitability

One customer (Safran) accounted for approximately 45%50 percent of net sales in the AEC segment in 2016,2018, substantially all of which was under an exclusiveexclusive long-term supply agreement relating to parts for the LEAP engine. Although we are an exclusive supplier of such parts, our customer is not obligated to purchase any minimum quantity of parts, and cancellation of the LEAP program, or of existing orders for LEAP engines, would have a material adverse impact on segment sales and profitability. TheLEAP engines are currently used on the Boeing 737 Max, Airbus A320neo and COMAC aircraft.  A number of countries, including the United States, have recently issued orders grounding Boeing 737 Max 8 and/or Max 9 aircraft.  If these recent groundings cause a decrease in demand for, or production of, this aircraft, it could have an adverse impact on demand for LEAP engines, which could in turn have an adverse impact on demand for our LEAP engine parts.The LEAP long-term supply agreement also containscontains certain events of default that, if triggered, could result in termination of the agreement by the customer, which would also have a material adverse impact on segment sales and profitability.

AEC’s short- and medium-term non-LEAP future sales growth is currently limited to and dependent upon a small number of customers and program. Unlike the 3D-woven composite components supplied by ASC, parts supplied for such non-LEAP programs are capable of being made by a number of other suppliers. Such programs include airframe components for the F-35, Joint Strike Fighter, forward fuselage frames for the Boeing 787, and sponsons, tail-rotor pylons, and horizontal stabilizers and struts for the CH-53K helicopter. Any failure by AEC to maintain its current supplier status under these programs, or any material change in their commercial or other terms, could have a material adverse effect on AEC’s future sales and operating income.

Our top ten customers in the Machine ClothingMC segment accounted for 21%a significant portion of our net sales in 2016.2018. The loss of one or more of these customers, or a significant decrease in the amount of Machine Clothingmachine clothing they purchase from us, could have a material adverse impact on segment sales and profitability. We could also be subject to similar impacts if one or more such customers were to suffer financial difficulties and be unable to pay us for products they have purchased. While we normally enter into long-term supply agreements with significant Machine ClothingMC customers, the agreements generally do not obligate the customer to purchase any products from us, and may be terminated by the customer at any time with appropriate notice.

The Company may experience supply constraints due to a limited number of suppliers of certain raw materials and equipment

There are a limited number of suppliers of polymer fiber and monofilaments, key raw materials used in the manufacture of Machine Clothing, and of carbon fiber and carbon resin, key raw materials used by AEC. In addition, there are a limited number of suppliers of some of the equipment used in each of the Machine ClothingMC and AEC segments. While we have always been able to meet our raw material and equipment needs, the limited number of suppliers of these items creates the potential for disruptions in supply. AEC currently relies on single suppliers to meet the carbon fiber and carbon resin requirements for the LEAP program. Lack of supply, delivery delays, or quality problems relating to supplied raw materials or for our key manufacturing equipment could harm our production capacity, and could require the Company to attempt to qualify one or more additional suppliers, which could be a lengthy, expensive and uncertain process. Such disruptions could make it difficult to supply our customers with products on time, which could have a negative impact on our business, financial condition, and results of operations.

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Some of the Company’s competitors in the Machine ClothingMC segment have the capability to make and sell paper machines and papermaking equipment as well as other engineered fabrics

Although customers historically have tended to view the purchase of paper machine clothing and the purchase of paper machines as separate purchasing decisions, the ability to bundle fabrics with new machines and after-market services could provide a competitive advantage. This underscores the importance of our ability to maintain the technological competitiveness and value of our products, and a failure to do so could have a material adverse effect on our business, financial condition, and results of operations.

Moreover, we cannot predict how the nature of competition in this segment may continue to evolve as a result of future consolidation among our competitors, or consolidation involving our competitors and other suppliers to our customers.

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Conditions in the paper industry have required, and could further require, the Company to reorganize its operations, which could result in significant expense and could pose risks to the Company’s operations

During the last several years, we have engaged in significant restructuring that included the closing of a number of manufacturing operations. These restructuring activities were intended to match manufacturing capacity to shifting global demand, and also to improve the efficiency of manufacturing and administrative processes. Future shifting of customer demand, the need to reduce costs, or other factors could cause us to determine in the future that additional restructuring steps are required. Restructuring involves risks such as employee work stoppages, slowdowns, or strikes, which can threaten uninterrupted production, maintenance of high product quality, meeting of customers’ delivery deadlines, and maintenance of administrative processes. Increases in output in remaining manufacturing operations can likewise impose stress on these remaining facilities as they undertake the manufacture of greater volume and, in some cases, a greater variety of products. Competitors can be quick to attempt to exploit these situations. Although we plan each step of the process carefully, and work to reassure customers who could be affected that their requirements will continue to be met, we could lose customers and associated revenues if we fail to execute properly.

Natural disasters at one or more of our facilities could make it difficult for us to meet our supply obligations to our customers

AEC’s production of LEAP engine components is currently located in three facilities. An interruption at any of these locations would have a significant adverse effect on AEC’s ability to timely satisfy orders for LEAP components. Production of almost all of AEC’s other legacy and growth programs – including components for the F-35, fuselage components for the Boeing 787, components for the CH-53K helicopter, vacuum waste tanks for Boeing 7-Series aircraft, and missile bodies for Lockheed Martin’s JASSM air-to-surface missiles – is located primarily in facilities in Salt Lake City, Utah or Boerne, Texas.

Significant consolidation of manufacturing operations in our Machine ClothingMC segment over the past decade has reduced the number of facilities available to produce our products, and increased utilization significantly at remaining facilities. Not all product lines are produced at, or capable of being produced at, all facilities. We have Machine Clothing facilities located near Mexico City, which has been identified as an area vulnerable to flood, storm surge and earthquake risks, and in the Pearl River Delta area of China, which has been identified as vulnerable to flood, storm and storm surge risks.

AEC’s production of LEAP engine components is currently located in two facilities. An interruption at either of these locations would have a significant adverse effect on AEC’s ability to timely satisfy orders for LEAP components. Production of a number of AEC’s other legacy and growth programs – including components for the F-35 Joint Strike Fighter, fuselage components for the Boeing 787, components for the CH-53K helicopter, vacuum waste tanks for Boeing 7-Series aircraft, and missile bodies for Lockheed Martin’s JASSM air-to-surface missiles – is located in a single facility in Salt Lake City.

A significant interruption in the operation of any one or more of our plants, whether as the result of a natural disaster or other causes, could significantly impair our ability to timely meet our supply obligations to customers being supplied from an affected facility. While the occurrence of a natural disaster or other business interruption event in an area where we have a facility may not result in any direct damage to the facility itself, it may cause disruptions in local transportation and public utilities on which such locations are reliant, and may also hinder the ability of affected employees to report for work. Although we carry property and business interruption

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insurance to help mitigate the risk of property loss or business interruption that could result from the occurrence of such events, such coverage may not be adequate to compensate us for all loss or damage that we may incur.

The Standish family has a significant influence on our Company and could prevent transactions that might be in the best interests of our other stockholders

As of December 31, 2016,2018, Standish Family Holdings, LLC and related persons (including Christine L. Standish, and John C. Standish, both directorsa director of the Company) held in the aggregate shares entitling them to cast approximately 53%53 percent of the combined votes entitled to be cast by all stockholders of the Company. The Standish family has significant influence over the management and affairs of the Company and matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. The Standish family currently has, in the aggregate, sufficient voting power to elect all of our directors and determine the outcome of any shareholder action requiring a majority vote. This could have the effect of delaying or

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preventing a change in control or a merger, consolidation, or other business combination at a premium price, even if such transaction were favored by our other stockholders.

We are a “controlled company” within the meaning of the Corporate Governance Rules of the New York Stock Exchange (the “NYSE”) and qualify for, and rely on, certain exemptions from corporate governance requirements applicable to other listed companies

As a result of the greater-than-50%greater-than-50 percent voting power of the Standish family described above, we are a “controlled company” within the meaning of the rules of the NYSE. Therefore, we are not required to comply with certain corporate governance rules that would otherwise apply to us as a listed company on the NYSE, including the requirement that the Compensation and Governance Committees be composed entirely of “independent” directors (as defined by the NYSE rules). In addition, although we believehave determined that all of our current directors, other than Dr. Morone,Olivier Jarrault, Christine Standish and John Standish may beLee Wortham are deemed independent under the NYSE rules, as a controlled company our Board of Directors is not required to include a majority of “independent” directors. Should the interests of the Standish family differ from those of other stockholders, it is possible that the other stockholders might not be afforded such protections as might exist if our Board of Directors, or these Committees, were required to have a majority, or be composed exclusively, of directors who were independent of the Standish family or our management.

The Company is increasingly dependent on information technology and our business, systems, assets and infrastructure face certain risks, including cybersecurity and data leakage risks. The failure to prevent attacks on our operational systems or infrastructure could result in disruptions to our businesses, or the loss or disclosure of confidential and proprietary intellectual property or other assets.

As our dependence on information technology and communication systems has increased, so have the risks associated with cyber-attacks from third parties attempting to gain access to our systems, data, or assets using varied means, from electronic “hacking” to traditional social engineering aimed at our employees. The Company has been, and will likely continue to be, the target of such attacks, none of which have, individually or in the aggregate, been material to the Company.

Any significant breakdown, invasion, destruction or interruption of our business systems by employees, others with authorized access to our systems, or unauthorized persons could negatively impact operations. There is also a risk that we could experience a business interruption, theft of information or other assets, or reputational damage. While we have made, and will continue to make, significant investments in business systems, information technology infrastructure, internal controls systems and employee training to attempt to reduce these risks, there can be no assurance that our efforts will prevent breakdowns, losses or breaches that could have a material adverse effect on our business, financial position and results of operations.

Inflation as a result of changes in prices of commodities and labor costs may adversely impact our financial results of operations

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The Company is a significant user of raw materials that are based on petroleum or petroleum derivatives. The Company also relies on the labor market in many regions of the world to meet our operational requirements. Increases in the prices of petroleum or petroleum derivatives, or in our labor costs, particularly in regions that are experiencing higher levels of inflation, could increase our costs, and we may not be able to fully offset the effects through price increases, productivity improvements, and cost-reduction programs.

The Company also relies on the labor market in many regions of the world to meet our operational requirements, advance our technology and differentiate products. Low rates of unemployment in key geographic areas in which the Company operates can lead to high rates of turnover and loss of critical talent, which could in turn lead to higher labor costs.

Fluctuations in currency exchange rates could adversely affect the Company’s business, financial condition, and results of operations

We operate our business in many regions of the world, and currency rate movements can have a significant effect on operating results. The effect of currency rate changes on gross profit in the Machine ClothingMC segment can be difficult to anticipate because we use a global sourcing and manufacturing model. Under this model, while some non-U.S. sales and associated costs are in the same currency, other non-U.S. sales are denominated in currencies other than the currency in which most costs of such sales are incurred. At the same time, the geographic sources of materials purchased (and the currencies in which these purchases are denominated) can vary depending on market forces, and the Company may also shift production of its products between manufacturing locations, which can result in a change in the currency in which certain costs to produce such products are incurred.

Changes in exchange rates can result in revaluation gains and losses that are recorded in Selling, Technical, Generalgeneral and Researchadministrative expenses or Other expense/(income),expense, net. Revaluation gains and losses occur when our business units have cash, intercompany or third-party trade receivable or payable balances in a currency other than their local reporting (or functional) currency. Operating results can also be affected by the translation of sales and costs, for each non-U.S. subsidiary, from the local functional currency to the U.S. dollar. The translation effect on the income statement is dependent on our net income or expense position in each non-U.S. currency in which we do business. A net income position exists when sales realized in a particular currency exceed expenses paid in that currency; a net expense position exists if the opposite is true.

As a result of these exposures to foreign currency transactions and balances, changes in currency rates could adversely affect the Company’s business, financial condition or results of operations.

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The Company may fail to adequately protect its proprietary technology, which would allow competitors or others to take advantage of its research and development efforts

Proprietary trade secrets are a source of competitive advantage in each of our segments. If our trade secrets were to become available to competitors, it could have a negative impact on our competitive strength. We employ measures to maintain the confidential nature of these secrets, including maintaining employment and confidentiality agreements; maintaining clear policies intended to protect such trade secrets; educating our employees about such policies; clearly identifying proprietary information subject to such agreements and policies; and vigorously enforcing such agreements and policies. Despite such measures, our employees, consultants, and third parties to whom such information may be disclosed in the ordinary course of our business may breach their obligations not to reveal such information, and any legal remedies available to us may be insufficient to compensate our damages.

We have a substantial amount of indebtedness. At December 31, 2016,2018, the Company had outstanding short-term debt of $52$1.2 million and long-term debt of $433 million.$523.7 million

At December 31, 2016,2018, our leverage ratio (as defined in our primary borrowing agreements)agreement) was 2.301.96 to 1, and we had borrowed $418$499 million under our $550$685 million revolving credit facility. While we feel that we generate sufficient cash from operations and have sufficient borrowing capacity to make required capital expenditures to

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maintain and grow our business, any decrease in our cash generation could result in higher leverage. Higher leverage could hinder our ability to make acquisitions, capital expenditures, or other investments in our businesses, pay dividends, or withstand business and economic downturns. Our primary borrowing agreements containagreement contains a number of covenants and financial ratios that the Company is required to satisfy. The most restrictive of these covenants pertain to prescribed leverage and interest coverage ratios and asset dispositions. Any breach of any such covenants or restrictions would result in a default under such agreementsagreement that would permit the lenders to declare all borrowings under such agreementsagreement to be immediately due and payable and, through cross-default provisions, could entitle other lenders to accelerate their loans. In such an event, the Company would need to modify or restructure all or a portion of such indebtedness. Depending on prevailing economic conditions at the time, the Company might find it difficult to modify or restructure the debt on attractive terms, or at all.

We use interest rate swap agreements to help manage the interest cost associated with our borrowings. We account for those swaps as a hedge of future cash flows and, accordingly, changes in the fair value of the swaps are recorded in Other comprehensive income. Borrowings under the revolving credit facility and the interest rate swaps are currently based on LIBOR, which is expected to be phased out and replaced by 2021. Future changes in the interest rate benchmark could affect the Company’s cash flows, or the effectiveness of the swap agreements which could have an effect on net income.

As of December 31, 2016,2018, we had approximately $132$186 million of additional borrowing capacity under our $550$685 million revolving credit facility. Incurrence of additional indebtedness could increase the above-described risks associated with higher leverage. In addition, any such indebtedness could contain terms that are more restrictive than our current facilities.

The Company is increasingly dependent on information technology and our business, systems, assets and infrastructure face certain risks, including cybersecurity and data leakage risks. The failure to prevent attacks on our operational systems or infrastructure could result in disruptions to our businesses, or the loss or disclosure of confidential and proprietary intellectual property or other assets.

As our dependence on information technology and communication systems has increased, so have the risks associated with cyber-attacks from third parties attempting to gain access to our systems, data, or assets using varied means, from electronic “hacking” to traditional social engineering aimed at our employees. The Company has been, and will likely continue to be, the target of such attacks, none of which have, individually or in the aggregate, been material to the Company.

Any significant breakdown, invasion, destruction or interruption of our business systems by employees, others with authorized access to our systems, or unauthorized persons could negatively impact operations. There is also a risk that we could experience a business interruption, theft of information or other assets, or reputational damage. While we have made, and will continue to make, significant investments in business systems, information technology infrastructure, internal controls systems and employee training to attempt to reduce these

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risks, there can be no assurance that our efforts will prevent breakdowns, losses or breaches that could have a material adverse effect on our business, financial position and results of operations.

The Company is subject to legal proceedings and legal compliance risks, and has been named as defendant in a large number of suits relating to the actual or alleged exposure to asbestos-containing products

We are subject to a variety of legal proceedings. Pending proceedings that the Company determines are material are disclosed in Note 17,20, to the Consolidated Financial Statements in Item 8, which is incorporated herein by reference. Litigation is an inherently unpredictable process and unanticipated negative outcomes are always possible. An adverse outcome in any period could have an adverse impact on the Company’s operating results for that period.

We are also subject to a variety of legal compliance risks. While we believe that we have adopted appropriate risk management and compliance programs, the global and diverse nature of our operations means that legal compliance risks will continue to exist and related legal proceedings and other contingencies, the outcome of which cannot be predicted with certainty, are likely to arise from time to time. Failure to resolve successfully any legal proceedings related to compliance matters could have an adverse impact on our results in any period.

Changes in actuarial assumptions and differences between actual experience and assumptions could adversely affect our pension and postretirement benefit costs and liabilities

Although we have reduced pension liabilities by a significant amount during the past few years, as of December 31, 2016,2018, remaining net liabilities under our defined benefit pension plans exceeded plan assets by $30.2$22.5 million ($13.09.3 million for the U.S. plan, $17.2$13.2 million for non-U.S. plans). Additionally, the liability for unfunded postretirement welfare benefits, principally in the United States, totaled $57.5$51.1 million. Annual expense associated with these plans, as well as annual cash contributions, are subject to a number of variables, including discount rates, return on plan assets, mortality, and differences between actuarial assumptions and actual experience. Those liabilities include $76.9$72.9 million of deferred costs which are included in Accumulated other comprehensive income. The deferred costs will be amortized into expense in future periods, or a significant charge could be recorded if we were to take an actions to settle pension or postretirement obligations. In 2014, we settled certain pension obligations as part of a de-risking strategy in the United States which led to charges totaling $8.2 million.

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Although the Company has taken actions to hedge certain pension plan assets to the pension liabilities, weakness in investment returns on plan assets, changes in discount rates or actuarial assumptions, and actual future experience could result in higher benefit plan expense and the need to increase pension plan contributions in future years.

The Company is exposed to the risk of increased expense in health-care related costs

We are largely self-insured for some employee and business risks, including health care and workers’ compensation programs in the United States. Losses under all of these programs are accrued based upon estimates of the ultimate liability for claims reported and an estimate of claims incurred but not reported, with assistance from third-party actuaries and service providers. However, these liabilities are difficult to assess and estimate due to unknown factors, including the severity of an illness or injury and the number of incidents not reported. The accruals are based upon known facts and historical trends, and management believes such accruals to be adequate. The Company also maintains stop-loss insurance policies to protect against catastrophic claims above certain limits. If actual results significantly differ from estimates, our financial condition, results of operations, and cash flows could be materially impacted by losses under these programs, as well as higher stop-loss premiums in future periods.

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Changes in or interpretations of tax rules, structures, country profitability mix, and regulations may adversely affect our effective tax rate

We are a United States-based multinational company subject to tax in the United States and foreign tax jurisdictions. Unanticipated changes in tax rates, or tax policies in the countries in which we operate, could affect our future results of operations. Our future effective tax rate could be unfavorably affected by changes in or interpretation of tax rules and regulations in the jurisdictions in which we do business, by structural changes in the Company’s businesses, by unanticipated decreases in the amount of revenue or earnings in countries with low statutory tax rates, or by changes in the valuation of our deferred tax assets and liabilities. Additionally, changes in the tax laws in any country, including the U.S. tax reform in 2017, may be difficult to interpret without additional guidance, which could lead to future adjustments to our financial statements.

The Company has substantial deferred tax assets that could become impaired, and resultresulting in a charge to earnings

The Company has substantial deferred tax assets in several tax jurisdictions, including the U.S. Realization of deferred tax assets is dependent upon many factors, including generation of future taxable income in specific countries. (See Note 7 to the Consolidated Financial Statements in Item 8, which is incorporated herein by reference, for a discussion of this matter.) Lower than expected operating results, organizational changes, or changes in tax laws could result in those deferred tax assets becoming impaired, thus resulting in a charge to earnings.

Our business could be adversely affected by adverse outcomes of pending or future tax audits

The Company is currently under audit in certain jurisdictions and could be audited in other jurisdictions in the future. While the Company believes its tax filings to be correct, a final adverse outcome with respect to pending or future audits could have a material adverse impact on the Company’s results in any period in which it occurs.

The Company’s insurance coverage may be inadequate to cover other significant risk exposures

In addition to asbestos-related claims, the Company may be exposed to other liabilities related to the products and services we provide. AEC is engaged in designing, developing, and manufacturing components for commercial jet aircraft and defense and technology systems and products. We expect this portion of the business to grow in future periods. Although we maintain insurance for the risks associated with this business, there can be no assurance that the amount of our insurance coverage will be adequate to cover all claims or liabilities. In

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addition, there can be no assurance that insurance coverage will continue to be available to us in the future at a cost that is acceptable. Any material liability not covered by insurance could have a material adverse effect on our business, financial condition, and results of operations.

The Company has significant manufacturing operations outside of the U.S., which could involve many uncertainties

We currently have manufacturing facilities outside the U.S. In 2016, 49%2018, 47 percent of consolidated net sales were generated by our non-U.S. subsidiaries. Operations outside of the U.S. are subject to a number of risks and uncertainties, including: governments may impose limitations on our ability to repatriate funds; governments may impose withholding or other taxes on remittances and other payments from our non-U.S. operations, or the amount of any such taxes may increase; an outbreak or escalation of any insurrection or armed conflict may occur; governments may seek to nationalize our assets; or governments may impose or increase investment barriers or other restrictions affecting our business. In addition, emerging markets pose other uncertainties, including the protection of our intellectual property, pressure on the pricing of our products, and risks of political instability. The occurrence of any of these conditions could disrupt our business or prevent us from conducting business in particular countries or regions of the world.

We have significant manufacturing operations in Mexico, Canada and China. Changes in U.S. trade policy with these countries (including the North American Free Trade Agreement, NAFTA, or NAFTA)higher duties on imports from China or other countries), or other changes in

19

U.S. laws and policies governing foreign trade, as well as any responsive or retaliatory changes in regulations or policies by such countries, could have an adverse impact on our business.business, either directly or in the form of increased costs due to their impacts on our supply chain. While the direct impact to date of recent developments in global trade and tariff policy has not been significant, there is a risk that the impact of such developments on companies in our supply chain will be reflected in higher costs from affected suppliers. In addition, the Company has manufacturing operations in the United Kingdom that could be impacted by Brexit. Due to the uncertainties surrounding the U.K’s plan to exit the European Union, we are unable to assess the potential impact to the Company.

Our global presence subjects us to certain risks, including controls on foreign exchange and the repatriation of funds. While we have been able to repatriate current earnings in excess of working capital requirements from certain countries in which we operate without substantial governmental restrictions, there can be no assurance that we will be able to cost effectively repatriate foreign earnings in the future.

The Company is subject to laws and regulations worldwide, changes to which could increase our costs and have a material adverse effect on our financial condition or results of operations

The Company is subject to laws and regulations relating to employment practices and benefits, taxes, import and export matters, corruption, foreign-exchange controls, competition, workplace health and safety, intellectual property, health-care, the environment and other areas. These laws and regulations have a significant impact on our domestic and international operations.

We incur significant expenses to comply with laws and regulations. Changes or additions to laws and regulations could increase these expenses, which could have an adverse impact on our financial condition and results of operations. Such changes could also have an adverse impact on our customers and suppliers, which in turn could adversely impact the Company.

While we have implemented policies and training programs designed to ensure compliance, there can be no assurance that our employees or agents will not violate such laws, regulations or policies, which could have a material adverse impact on our financial condition or results of operations.

We have identified material weaknesses in our internal control over financial reporting, that, if not properly remediated, could adversely affect our business and results of operations  

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis. As described in “Item 9A. -Controls and Procedures,” we have concluded that our internal control over financial reporting was ineffective as of December 31, 2016 due to material weaknesses we identified in the fourth quarter of 2016 and described in Item 9A. As the result of these weaknesses, a third-party provider of services to the Company’s subsidiary in Japan was able unilaterally to effect disbursements to himself from such subsidiary’s bank accounts, while misrepresenting the nature of such disbursements in the Company’s books and records. This third-party was also responsible for preparing financial statements and reports for the Japan subsidiary. These disbursements occurred during the period from January 1, 2014 through December 31, 2016, with most of the disbursements occurring during the fourth quarter of 2016 as the relationship with the agent was in the process of being terminated. In addition, the Company did not have effective management review controls over the assessment of a potential reserve for a loss contract due to a failure to understand and document the design requirements and operation of an effective management review control.

These material weaknesses did not result in any material misstatements of our consolidated financial statements and disclosures for any annual or interim period.

As further described in Item 9A, we have initiated comprehensive remediation efforts to ensure that the deficiencies that contributed to these material weaknesses are remediated such that these controls will operate effectively. The material weaknesses will not be considered remediated until the remediated controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

While we believe that such efforts will effectively remediate the reported material weaknesses, the failure of such efforts to remediate the weakness, or the failure of such changes to remain effective in the future, could have a material adverse impact on our ability to ensure that our financial statements are free of material misstatement, which could have a material adverse impact on the Company.


Item 1B.UNRESOLVED STAFF COMMENTS

Item 1B. UNRESOLVED STAFF COMMENTS

None.

Item 2.    PROPERTIES

Item2.PROPERTIES

Our principal manufacturing facilities are located in Brazil, Canada, China, France, Italy, Mexico, South Korea, Sweden, the United Kingdom, and the United States. The aggregate square footage of our operating facilities in the United States and Canada is approximately 2.62.0 million square feet, of which 1.51.1 million square feet are owned and 1.10.9 million square feet are leased. Our facilities located outside the United States and Canada comprise approximately 2.63.6 million square feet, of which 2.43.1 million square feet are owned and 0.20.5 million square feet are leased. We consider these facilities to be in good condition and suitable for our purpose. The capacity associated with these facilities is adequate to meet production levels required and anticipated through 2017.2019.

Item 3.LEGAL PROCEEDINGS

Item 3.    LEGAL PROCEEDINGS

The information set forth above under Note 1720 to the Consolidated Financial Statements in Item 8, which is incorporated herein by reference.

Item 4.MINE SAFETY DISCLOSURES

Item 4.    MINE SAFETY DISCLOSURES

None.

2021

PART II

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

We have two classes of Common Stock, Class A Common Stock and Class B Common Stock, each with a par value of $0.001 and equal liquidation rights. Our Class A Common Stock is principally traded on the New York Stock Exchange under the symbol AIN. As of December 31, 2016,2018, we estimate that there were 7,500over 20,000 beneficial owners of our Class A Common Stock, including employees owning shares through our 401(k) defined contribution plan. Our Class B Common Stock does not trade publicly. As of December 31, 2016,2018, there were 6 holders of Class B Common Stock. Dividends are paid equally on shares of each class. Our cash dividends, and the high and low prices per share of our Class A Common Stock, were as follows for the periods presented:

Quarter EndedMarch 31June 30September 30December 31
2016
Cash dividends per share$0.17$0.17$0.17$0.17
Class A Common Stock prices:
    High$38.21$41.31$43.78$49.25
    Low$31.43$37.27$38.92$38.65
 
2015
Cash dividends per share$0.16$0.17$0.17$0.17
Class A Common Stock prices:
    High$40.31$41.15$40.21$39.25
    Low$34.13$39.15$28.28$28.19

 

Quarter EndedMarch 31June 30September 30December 31
2018    
Cash dividends per share$0.17$0.17$0.17$0.18
Class A Common Stock prices:    
High$67.30$65.45$81.40$78.31
Low$60.05$58.35$60.70$58.41
     
2017    
Cash dividends per share$0.17$0.17$0.17$0.17
Class A Common Stock prices:    
High$49.05$53.40$57.60$65.25
Low$43.90$43.90$50.25$56.45
     

The graph below matches the cumulative 5-Year total return of holders of Albany International Corp.'s’s common stock with the cumulative total returns of the S&P 500 index, the Russell 2000 index, the Dow Jones US Paper index and a customized peer group of twenty sevenfive companies that includes: Actuant Corp, Astronics Corp, Barnes Group Inc., Circor International Inc., Clarcor Inc., Curtiss-wright Corp, Ducommun Inc., Enpro Industries Inc., Esco Technologies Inc., Esterline Technologies Corp, Heico Corp, Hexcel Corp, Idex Corp, Kadant Inc., Keyw Holding Corp, National Presto Industries Inc., Neenah Paper Inc., Nordson Corp, Omnova Solutions Inc., P H Glatfelter Co, Raven Industries Inc., Rogers Corp, Schweitzer-MauduitSchweitzer-mauduit International Inc., Tredegar Corp, Trimas Corp and Watts Water Technologies Inc. and Xerium Technologies Inc. The graph assumes that the value of the investment in our common stock, in each index, and in the peer group (including reinvestment of dividends) was $100 on December 31, 20112013 and tracks it through December 31, 2016.2018.

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COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Albany International Corp., the Russell 2000 Index,
and a Peer Group

*$100 invested on 12/31/13 in stock or index, including reinvestment of dividends.

*$100 invested on December 31, 2011 in stock or index, including reinvestment of dividends.
Fiscal year ending December 31.

Copyright© 2017 Standard & Poor's, a division of S&P Global. All rights reserved.
Copyright© 2017 S&P Dow Jones Indices LLC, a division of S&P Global. All rights reserved.
Copyright© 20172019 Russell Investment Group. All rights reserved.

 December 31, 201120122013201420152016
        
Albany International Corp. 100.00100.67162.44174.73171.28220.60
S&P 500 100.00116.00153.58174.60177.01198.18
Russell 2000 100.00116.35161.52169.43161.95196.45
Dow Jones US Paper 100.00129.67161.55177.47133.05140.86
Peer Group 100.00116.70173.57171.78150.81205.43

 December 31, 201320142015201620172018
        
Albany International Corp. 100.00107.56105.44135.80182.63187.49
Russell 2000 100.00104.89100.26121.63139.44124.09
Peer Group 100.0098.5787.56117.73147.16133.38

 

The stock price performance included in this graph is not necessarily indicative of future stock price performance.

Restrictions on dividends and other distributions are described in Note 1417 of the Consolidated Financial Statements in Item 8, which is incorporated herein by reference.

Disclosures of securities authorized for issuance under equity compensation plans are included under Item 12 of this Form 10-K.

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In August 2006, we announced that the Board of Directors had authorized management to purchase up to 2 million additional shares of our Class A Common Stock. The Board’s action authorized management to purchase shares from time to time, in the open market or otherwise, whenever it believes such purchase to be

22

advantageous to our shareholders, and it is otherwise legally permitted to do so. Management has made no share purchases under this authorization.

Item 6.SELECTED FINANCIAL DATA

 

Item 6.         SELECTED FINANCIAL DATA

The following selected historical financial data have been derived from our Consolidated Financial Statements in Item 8, which is incorporated herein by reference. The data should be read in conjunction with those financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7, which is incorporated herein by reference.

(in thousands, except per share amounts) 2016 2015 2014 2013 2012
Summary of Operations                    
Net sales (1) (7) $779,839  $709,868  $745,345  $757,414  $760,941 
Cost of goods sold (7)  479,271   431,182   453,710   466,860   455,545 
Restructuring and other (5)  8,376   23,846   5,759   25,108   7,061 
Pension settlement expense (4)      -   8,190   -   119,735 
Operating income/(loss) (7)  91,776   63,895   71,360   52,091   (44,136)
Interest expense, net  13,464   9,984   10,713   13,759   16,601 
Income/(loss) from continuing operations  52,812   57,265   41,749   17,704   (40,843)
Income/(loss) from discontinued operations (7)  -   -   -   (46)  71,820 
Net income attributable to the Company  52,733   57,279   41,569   17,517   30,977 
Earnings per share attributable to Company Shareholders- Basic  1.64   1.79   1.31   0.55   (1.30)
Earnings per share attributable to Company Shareholders- Diluted  1.64   1.79   1.30   0.55   (1.30)
Dividends declared per share  0.68   0.67   0.63   0.59   0.55 
Weighted average number of shares outstanding - basic  32,086   31,978   31,832   31,649   31,356 
Capital expenditures, including software  78,516   50,595   58,873   64,457   37,207 
Financial position                     
Cash $181,742  $185,113  $179,802  $222,666  $190,718 
Asset held for sale (2)  -   4,988   -   -   - 
Property, plant and equipment, net   (2)  422,564   357,470   395,113   418,830   420,154 
Total assets (7)  1,263,433   1,009,562   1,029,304   1,126,157   1,117,691 
Current liabilities  (3)  200,009   126,231   183,398   157,546   234,120 
Long-term debt  432,918   265,080   222,096   300,111   235,877 
Total noncurrent liabilities (3)  552,134   380,778   332,338   420,832   390,060 
Total liabilities (7)  752,143   507,009   515,736   578,378   624,180 
Total equity (6)  511,290   502,553   513,568   547,779   493,511 

(in thousands, except per share amounts) 2018 2017 2016 2015 2014
Summary of Operations          
Net sales (1) (4) $982,479 $863,717 $779,839 $709,868 $745,345
Cost of goods sold (1) (2) (3) 632,730 567,434 478,555 429,929 452,508
Restructuring and other (2) (3) (7) 15,570 13,491 8,488 23,846 5,759
Operating income/(loss) (2) 137,408 78,676 94,132 67,128 82,312
Interest expense, net 18,124 17,091 13,464 9,984 10,713
Income/(loss) from continuing operations 83,019 32,585 52,812 57,265 41,749
Net income attributable to the Company 82,891 33,111 52,733 57,279 41,569
Earnings per share attributable to Company Shareholders- Basic 2.57 1.03 1.64 1.79 1.31
Earnings per share attributable to Company Shareholders- Diluted 2.57 1.03 1.64 1.79 1.30
Dividends declared per share 0.69 0.68 0.68 0.67 0.63
Weighted average number of shares outstanding - basic 32,252 32,169 32,086 31,978 31,832
Capital expenditures, including software 82,886 87,637 73,492 50,595 58,873
Financial position          
Cash $197,755 $183,727 $181,742 $185,113 $179,802
Asset held for sale (5) - - - 4,988 -
Property, plant and equipment, net (5) 462,055 454,302 422,564 357,470 395,113
Total assets (1) (3) (4) 1,417,992 1,361,198 1,263,433 1,009,562 1,029,304
Current liabilities (6) 189,306 161,517 200,009 126,231 183,398
Long-term debt 523,707 514,120 432,918 265,080 222,096
Total noncurrent liabilities (6) 620,406 626,666 552,134 380,778 332,338
Total liabilities (1) 809,712 788,183 752,143 507,009 515,736
Total equity (1) 608,280 573,015 511,290 502,553 513,568

(1)In 2018, we adopted the provisions of ASC 606, “Revenue from contracts with customers”, using the modified retrospective (or cumulative effect) method for transition. Under this transition method, periods prior to 2018 have not been restated and the cumulative effect of initially applying the new standard was recorded as an adjustment to Retained earnings at January 1, 2018.
(2)In 2018, we adopted the provisions of ASU 2017-07, “Compensation – Retirement Benefits: improving the presentation of net periodic pension cost and net periodic postretirement benefit cost”. This update resulted in some pension costs being presented on different line items in the Consolidated Statement of Income. As required by that update, we have reclassified pension costs for periods prior to 2018.

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(3)In 2017, we discontinued the Bear Claw® line of hydraulic fracturing components used in the oil and gas industry, which led to a charge of $2.8 million to Cost of goods sold for the write-off of inventory, and a non-cash restructuring charge of $4.5 million for the write-off of equipment and intangibles.
(4)In 2016, we acquired the outstanding shares of Harris Corporation’s composite aerostructures business for cash of $187 million, plus the assumption of certain liabilities. The table above includes operational results from April 8, 2016 to December 31, 2016.2016 and for full years 2017 and 2018.
(2)(5)In 2015, the Companywe discontinued operations at itsthe Company’s press fabric manufacturing facility in Germany, and recorded a charge of $3.3 million related to the write down of the land and building to their estimated fair market value. This asset was reclassified from Property, plant, and equipment to Asset held for sale.

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(3)(6)In 2015, the Companywe adopted the provisions of ASU 2015-17, “Income Taxes” using the prospective transition method. As further described in Note 7 of Notes to Financial Statements,This accounting update affected the amount and classification of deferred tax assets and liabilities is affected by the adoption of this standard.liabilities.
(4)In 2014, we took action to settle certain pension plan liabilities in the United States which led to charges totaling $8.2 million. In 2012, we took action to settle certain pension plan liabilities in the United States, Canada, and Sweden which led to charges totaling $119.7 million.
(5)(7)During the period 20122014 through 2016,2018, we recorded restructuring charges related to organizational changes and cost reduction initiatives.
(6)In 2013, Safran S.A. obtained a 10% noncontrolling equity interest in Albany Safran Composites, LLC (ASC) resulting in an $18.9 million increase in Shareholders’ equity.
(7)In 2012, we sold our Albany Door Systems and PrimaLoft Products businesses resulting in a pre-tax gain of $92.3 million. Previously reported data for net sales, cost of goods sold, operating income, assets and liabilities for years prior to 2012 have been adjusted to reflect only the activity from continuing operations.

 

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

Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand the results of operations and financial condition of the Company. MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying Notes.

Business Environment Overview and Trends

Our reportable segments, Machine Clothing (MC) and Albany Engineered Composites (AEC) draw on the same advanced textiles and materials processing capabilities, and compete on the basis of proprietary, product-based advantage that is grounded in those core capabilities.

The Machine ClothingMC segment is the Company’s long-established core business and primary generator of cash. While it has suffered from well-documented declines in publication grades in the Company’s traditional markets, the paper and paperboard industry is still expected to grow slightly on a global basis, driven by demand for packaging and tissue grades, as well as the expansion of paper consumption and production in Asia and South America. We feel we are now well-positioned in thesekey markets, with high-quality, low-cost production in growth markets, substantially lower fixed costs in mature markets, and continued strength in new product development, technical product support, and manufacturing technology. Because of pricing pressures and industry overcapacity, the machine clothing and paper industries will continue to face top line pressure. Nonetheless,Despite continued market pressure on revenue, the business retains the potential for maintaining flatstable earnings in the future. It has been a significant generator of cash, and we seek to maintain the cash-generating potential of this business by maintaining the low costs that we have achieved through restructuring,continuous focus on cost reduction initiatives, and competing vigorously by using our differentiated and technically superior products to reduce our customers’ total cost of operation and improve their paper quality.

The AEC segment provides significant growth potential for our Company both near and long term. Our strategy is to grow by focusing our proprietary 3D-woven technology, as well as our conventional non-3D technology capabilities, on high-value aerospace (both commercial and defensedefense) applications, while at the same time performing successfully on our portfolio of growth programs. AEC (including Albany Safran Composites, LLC (“ASC”)(ASC), in which our customer SAFRAN Group owns a 10 percent noncontrolling interest) supplies a number of customers in the aerospace industry. AEC’s largest aerospace customer is the SAFRAN Group and sales to SAFRAN, through ASC, (consisting primarily of fan blades and cases for CFM’s LEAP engine) accounted for approximately 11%19 percent of the Company’s consolidated net sales in 2016. Through2018. AEC, through ASC, AEC develops and sells 3D-woven composite aerospace components to SAFRAN, with the most significant program at present being the production of fan blades and other components for the LEAP engine. AEC (through ASC) also supplies 3D-woven composite fan cases for the GE9X engine. AEC’s current portfolio of non-3D programs includes

25

components for the F-35, Joint Strike Fighter, fuselage components for the Boeing 787, components for the CH-53K helicopter, vacuum waste tanks for Boeing 7-Series aircraft, and missile bodies for Lockheed Martin’s JASSM air-to-surface missiles. AEC is actively engaged in research to develop new applications in theboth commercial and defense aircraft engine airframes, and automotiveairframe markets.

Consolidated Results of Operations

On April 8, 2016,

Effective January 1, 2018, the Company adopted the provisions of ASC 606, “Revenue from contracts with customers”, using the modified retrospective (or cumulative effect) method for transition. Under this transition method, periods prior to 2018 are not restated. The following table summarizes the effect on various financial statement line items that resulted from the adoption of ASC 606:

Increase/(decrease) attributable to adoption of
ASC 606 for the year ended December 31, 2018

 
(in thousands)

 Machine
Clothing
 Albany
Engineered
Composites
 Income tax
and
noncontrolling
interest effects
 Total
Company
 
Net sales $(3,970)$(3,150)$- $(7,120)
Gross profit (1,617)4,930 - 3,313 
Selling, technical, general and research expenses (12)- - (12)
Operating income and Income before income taxes (1,605)4,930 - 3,325 
Income taxes - - 877 877 
Net income (1,605)4,930 (877)2,448 
Net income attributable to the noncontrolling interest in ASC - - 129 129 
Net income attributable to the Company $(1,605)$4,930 $(1,006)$2,319 

The Company acquired the outstanding shares of Harris Corporation’s composite aerostructures business for $187 million in cash, plus the assumption of certain liabilities.liabilities, on April 8, 2016. As the acquisition occurred during the year, the Company’s 2016 results of operations include only a portion of the year, which can affect comparability amongst periods. The acquired entity, located in Salt Lake City (SLC), Utah, is part of the AEC segment. Management believes that the acquisition broadensbroadened and deepensdeepened AEC’s products, experience and manufacturing capabilities, and significantly increasesincreased opportunities for future growth.

 

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The following table presents operational results of the acquired entity that are included in the Consolidated Statements of Income:

(in thousands)April 8 to
December 31,
2016
Net sales$67,011
Gross profit9,375
Selling, technical, general and research expenses10,310
Restructuring expense311
Operating income/(loss)(1,246)
Interest expense, net1,075
Income/(loss) before income taxes(2,342)
          
(in thousands) January 1 to
December
31, 2018
  January 1 to
December
31, 2017
  April 8 to
December
31, 2016
 
Net sales $135,508  $108,112  $67,011 
Gross profit 16,376  12,524  9,375 
Selling, technical, general and research expenses 12,028  11,849  10,310 
Restructuring expense 1,880  6,594  311 
Operating income/(loss) 2,468  (5,919) (1,246)
          

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Net sales

The following table summarizes our netNet sales by business segment:

  (in thousands, except percentages)
    
Years ended December 31, 2016  2015  2014 
Machine Clothing $582,190  $608,581  $655,026 
Albany Engineered Composites 197,649  101,287  90,319 
Total $779,839  $709,868  $745,345 
% change 9.9%  -4.8%  - 

  (in thousands, except percentages)
          
Years ended December 31, 2018  2017  2016 
Machine Clothing $611,858  $590,357  $582,190 
Albany Engineered Composites 370,621  273,360  197,649 
Total $982,479  $863,717  $779,839 
% change 13.8% 10.8% - 

 

2016 vs. 2015

Changes inThe following table summarizes 2018 Net sales by business segment, excluding the impact of ASC 606 and currency translation rates had the effect of decreasing net sales by $3.0 million (0.4% of net sales), compared to 2015. That currency translation effect was principally due to sales in China, as the Chinese renminbi was approximately 5% weaker in 2016, compared to 2015.
Excluding the effect of changes in currency translation rates:
effects:

(in thousands, except percentages) 2018 Net
sales, as
reported
  Decrease
due to ASC
606
  Increase
due to
changes in
currency
translation
rates
  2018 sales
on same
basis as
2017
  % Change
excluding
currency rate and
ASC 606 effects
compared to 2017
 
Machine Clothing $611,858  $(3,970) $6,128  $609,700  3.3%
Albany Engineered Composites 370,621  (3,150) 2,399  371,372  35.9%
Total $982,479  $(7,120) $8,527  $981,072  13.6%

2018 vs. 2017

·Changes in currency translation rates had the effect of increasing net sales by $8.5 million (0.9% of net sales), compared to 2017. That currency translation effect was principally due to the euro being stronger in 2018 as compared to 2017.

·Excluding the effect of changes in currency translation rates:
§Consolidated Net sales increased 12.8%. Excluding the additional effect of ASC 606, Net sales increased 13.6%.
§Net sales in MC increased 2.6%. Excluding the additional effect of adopting ASC 606, Net sales increased 3.3%, principally due to global growth in sales for packaging and tissue grades.
§Net sales in AEC increased 34.7%. Excluding the additional effect of adopting ASC 606, Net sales increased 35.9%, primarily driven by growth in the LEAP, Boeing 787, F-35, and CH-53K programs.

2017 vs. 2016

·Changes in currency translation rates had the effect of increasing net sales by $3.7 million (0.4% of net sales), compared to 2016. That currency translation effect was principally due to the effect on European sales that resulted from the euro strengthening in the second half of 2017.

·Excluding the effect of changes in currency translation rates:
§Consolidated Net sales increased 10.3%.
§Net sales in MC decreased $26.3increased $5.1 million, or 3.9%0.9%.
§Net sales in AEC increased $96.4$75.0 million, or 95.3%38.0%.
The reduction in MC net sales was due to the continuation of declines in the market for publication grades, coupled with economic weakness in South America.
The acquisition noted above increased AEC segment sales by $67.0 million. The remaining increase was due to growth in the LEAP program.

 

2015 vs. 201427

Changes in currency translation rates had the effect of decreasing net sales by $39.6 million, compared to 2014. Approximately 80% of that decrease was due to European-based sales, which were principally transacted in euros. On average, the euro was approximately 17% weaker in 2015, compared to 2014.
Excluding the effect of changes in currency translation rates:

·ConsolidatedThe increase in MC Net sales increased 0.6%.was due to the growth in tissue, packaging and pulp grades, which more than offset declines in the publication grades.

·The increase in AEC Net sales was principally due to:
§NetSLC sales increased $41.1 million. The 2016 SLC acquisition occurred in the second quarter of 2016, resulting in an additional quarter of sales in MC decreased 1.3%.2017. The SLC sales increase was also due to the ramping up of key programs.
§Net salesSales in AECthe LEAP program increased 13.9%.$32.8 million, or 39.5%, compared to 2016.
Excluding the effect of changes in currency translation rates, the year-over-year decline in MC segment sales was primarily attributable to lower sales in the North American publication grades.
The AEC segment sales increase was due to higher sales related to the LEAP and GE9X programs.

26

Backlog

Backlog

Backlog in the Machine ClothingMC segment was $163.8$204.6 million at December 31, 2016,2018, compared to $171.0$201.1 million at December 31, 2015. The decrease reflects a trend toward shorter order-to-delivery times.2017. Backlog in the Albany Engineered CompositesAEC segment increased to $128.4$377.3 million at December 31, 2016,2018, compared to $34.0$327.9 million at December 31, 2015,2017, reflecting the impactramp-up in several key programs. All of the acquisition. The backlog in each segmentMC and approximately 90% of the AEC backlog is generally expected to be invoiced during the next 12 months.

Gross Profit

The following table summarizes grossGross profit by business segment:

  (in thousands, except percentages)
    
Years ended December 31, 2016 2015 2014
Machine Clothing $276,402  $286,847  $282,300 
Albany Engineered Composites 25,121  (6,596) 10,750 
Corporate expenses (955) (1,565) (1,415)
Total $300,568  $278,686  $291,635 
% of Net Sales 38.5%  39.3%  39.1% 

 (in thousands, except percentages)
          
Years ended December 31, 2018  2017  2016 
Machine Clothing $297,416  $280,686  $276,380 
Albany Engineered Composites 52,550  15,875  25,121 
Corporate expenses (217) (278) (217)
Total $349,749  $296,283  $301,284 
% of Net Sales 35.6% 34.3% 38.6%

 

The increase in 20162018 gross profit, as compared to 2015,2017, was principally due to the net effect of the following individually significant items:

The decline in MC gross profit was principally due to the decline in net sales, as noted above.
Changes in currency translation rates did not have a significant effect on MC gross profit in 2016.
The increase in AEC gross profit was principally due to:

·The increase in MC Gross profit of $16.7 million, was principally due to the effect of the following individually significant items:
§Higher sales in MC generated an increase in gross profit of approximately $10 million.
§Changes in currency translation rates, principally the Brazilian real, had the effect of increasing MC Gross profit by approximately $5 million.
§MC Gross profit was also increased as a result of productivity improvements, which include the impact of continuous cost reduction initiatives.

·The increase in AEC Gross profit of $36.7 million, was principally due to the effect of the following individually significant items:
§In 2015,the second quarter of 2017, we recorded a charge of $14.0$15.8 million for a revision in the contract profitability of atwo long-term manufacturing contractcontracts for the BR 725 program.BR725 and A380 programs.
§During the third quarter of 2017, the Company decided to discontinue the Bear Claw® line of hydraulic fracking components used in the oil and gas industry,

28

which was part of the 2016 SLC acquisition. That decision resulted in a $2.8 million charge to Cost of goods sold for the write-off of inventory.

§The acquired business generated $9.4 million of grossNet sales increase in 2018, as described above, increased Gross profit in 2016.by approximately $10 million.
§Favorable adjustments to estimates of contract profitability in the fourth quarter of each year resulted in a reduction to Cost of goods sold of $2.5 in 2018 and $4.9 million in 2017. In 2018, the favorable adjustment related to a reduction in the estimated loss on a long-term contract. In 2017, the adjustment related to an amendment to a long-term agreement with a licensor for the A380 program.
§In the fourth quarter of each year, we recorded additional Cost of goods sold of approximately $4 million for inefficiencies in the ramp-up of production.
§The remaining $8.3 million2018 increase in AEC grossGross profit was principally due to increased sales inimproved productivity resulting from the LEAP program.deployment of a disciplined standardized operational system across AEC plants, as well as the favorable impact of continuous improvement programs.

 

The decrease in 2015 gross2017 Gross profit, as compared to 2014,2016, was principally due to the net effect of the following individually significant items:

Changes in currency translation rates from 2014 to 2015 had a slightly positive effect on Machine Clothing gross profit. In 2015, approximately 20% of Machine Clothing (MC) sales had U.S. dollar sales prices, but were manufactured by non-U.S. subsidiaries, principally in Latin America. The Brazilian real and Mexican peso weakened in 2015, which reduced Cost of sales related to that revenue. Approximately 45% of MC sales were manufactured and sold in currencies other than the dollar, real or peso, and since almost all currencies in which we operate weakened against the U.S. dollar in 2015, the gross profit in these other countries was reduced by changes in currency translation rates. The net impact of these two effects on gross profit was slightly positive in 2015.
The remaining increase in MC gross profit reflects lower costs for raw materials and freight that resulted from reduced crude oil costs.
The decrease in AEC gross profit was principally due to the $14.0 million charge noted above.

27

·The increase in MC Gross profit was principally due to the increase in net sales, as noted above. Changes in currency translation rates did not have a significant effect on MC Gross profit in 2017.

·Machine Clothing Gross profit as a percentage of sales was 47.5% in both 2017 and 2016.

·The decrease in AEC Gross profit was principally due to the net effect of the following individually significant items:
§The Net sales increase in 2017, as described above.
§In 2017, we recorded the $15.8 million charge related to the BR725 and A380 programs.
§In 2017, we recorded the $2.8 million charge to Cost of goods sold for the write-off of Bear Claw® inventory.
§The acquired business generated $3.1 million of additional gross profit in 2017 as compared 2016 due, in part, to an additional quarter of operations in 2017.
§In 2017, we recorded the $4.9 million decrease to Cost of goods sold for the amendment to a long-term agreement with a licensor for the A380 program.
§In 2017, we recorded a charge to Cost of goods sold of approximately $4 million for inefficiencies in the ramp-up of production, and an additional charge of $1.1 million related to an unfavorable change in the estimated profitability of a long-term contract.

Selling, Technical, General, and Research (STG&R)

Selling, Technical, Generaltechnical, general and Researchresearch (STG&R) expenses include selling, general, administrative, technical, product engineering and research expenses. The following table summarizes STG&R by business segment:

  (in thousands, except percentages)
    
Years ended December 31, 2016 2015 2014
Machine Clothing $117,804  $123,325  $141,023 
Albany Engineered Composites 38,170  21,882  20,301 
Corporate expenses 44,442  45,738  45,002 
Total $200,416  $190,945  $206,326 
% of Net Sales 25.7%  26.9%  27.7% 

 

  (in thousands, except percentages)
          
Years ended December 31, 2018  2017  2016 
Machine Clothing $115,305  $123,277  $117,806 
Albany Engineered Composites 32,855  37,470  38,170 
Corporate expenses 48,611  43,369  42,688 
Total $196,771  $204,116  $198,664 
% of Net Sales 20.0% 23.6% 25.5%

29

The increasedecrease in STG&R expenses in 2016 in comparison of 2015,2018 compared to 2017, was principally due to the following individually significant items:

Changes in currency translation rates reduced MC STG&R expenses by $1.7 million, of which approximately $0.5 million resulted from expenses in Brazil, and $0.6 million from European-based costs, which were principally incurred in locations with the euro and the Swedish krona as the functional currency.
MC revaluation of nonfunctional currency assets and liabilities resulted in gains of $0.4 million in 2016 and $5.1 million in 2015.
Restructuring actions taken in 2015 and 2016 reduced MC STG&R costs by approximately $7 million.
AEC STG&R expenses increased $16.3 million, principally due to the net effect of the following significant items:

·The acquired business hadMC revaluation of nonfunctional currency assets and liabilities resulted in gains of $0.8 million in 2018 and losses of $3.9 million in 2017.

·Changes in currency translation rates increased MC STG&R expenses of $10.3 million.by $0.4 million, principally due to the stronger euro, which more than offset decreases that resulted from the weaker Brazilian real.

·We recordedAEC STG&R expenses of $5.4decreased $4.6 million relatedprincipally due to the acquisition transaction.restructuring and other organization changes.

·We incurredCorporate STG&R expenses of approximately $1.0increased by $5.2 million relatedprincipally due to integration activities.higher costs to support continued growth in AEC.
Corporate STG&R expenses decreased $1.3 million principally due to restructuring actions announced in 2015.

The decreaseincrease in STG&R expenses in 20152017 compared to 2014,2016, was principally due to the net effect of the following individually significant items:

Changes in currency translation rates reduced MC STG&R costs by $13.5 million. Approximately 60% of that decrease was related to European-based costs, which were principally incurred in locations with the euro and the Swedish krona as the functional currency.
MC revaluation of nonfunctional currency assets and liabilities resulted in gains of $5.1 million during 2015 and gains of $3.9 million in 2014.
Restructuring activities and reduced travel in MC each resulted in a $2.7 million decline in STG&R.

28

·MC revaluation of nonfunctional currency assets and liabilities resulted in losses of $3.9 million in 2017 and gains of $0.4 million in 2016.

·Changes in currency translation rates increased MC STG&R expenses by $1.1 million, of which approximately $0.7 million was attributable to the Brazilian real which strengthened during 2017. The remainder of the increase was principally attributable to the stronger euro.

·AEC STG&R expenses decreased $0.7 million, principally due to the net effect of the following individually significant items:
§2016 SLC acquisition expenses were $5.4 million. There was no comparable item in 2017.
§STG&R expenses of the SLC business were $1.5 million higher in 2017, principally due to the timing of the acquisition in 2016.
§STG&R expenses were $2.3 million higher in 2017 due to expansion of our facilities outside of the U.S.

Research and Development

The following table is a subset of the STG&R table above and summarizes expenses associated with internally funded research and development by business segment:

  (in thousands)
       
Years ended December 31,  2016   2015   2014 
Machine Clothing $16,882  $19,838  $20,575 
Albany Engineered Composites  11,920   11,042   11,050 
Corporate expenses  -   868   745 
Total $28,802  $31,748  $32,370 

  (in thousands)
          
Years ended December 31, 2018  2017  2016 
Machine Clothing $17,474  $18,483  $16,884 
Albany Engineered Composites 12,278  12,188  11,920 
Corporate expenses -  -  - 
Total $29,752  $30,671  $28,804 

 

Pension Plan Settlement ChargeRestructuring

In 2014, certain participants of the U.S. pension plan were notified of a limited-time opportunity whereby they could elect to receive the value of their pension benefit in a lump-sum payment. All lump-sum payments were funded from pension plan assets and were paid during 2014. The initiative was part of the Company’s pension plan de-risking strategy, and resulted in a non-cash settlement charge of $8.2 million in 2014.

Restructuring

In addition to the items discussed above affecting gross profit, and STG&R and pension settlement charges,expenses, operating income was affected by restructuring costs of $8.4$15.6 million in 2016, $23.82018, $13.5 million in 2015,2017, and $5.8$8.5 million in 2014.2016.

30

The following table summarizes restructuring expense by business segment:

  (in thousands)
       
Years ended December 31, 2016 2015  2014 
Machine Clothing $6,069  $22,211  $4,828 
Albany Engineered Composites  2,314   -   931 
Corporate expenses  (7)  1,635   - 
Total $8,376  $23,846  $5,759 

  (in thousands)
          
Years ended December 31, 2018  2017  2016 
Machine Clothing $12,278  $3,429  $6,181 
Albany Engineered Composites 3,048  10,062  2,314 
Corporate expenses 244  -  (7)
Total $15,570  $13,491  $8,488 

 

In 2016,2017, the Company announced the initiation of discussions with the relevant employee Works Council regarding a proposal to discontinue research and development activities atclose its Machine ClothingMC production facility in Sélestat, France. We subsequently reached agreement with the Works Council on the restructuring plan and we recorded $2.2 million of restructuring expense in 2016 for severance, outplacement,France, and the write-off of equipment. Cost savings associated with this action reduced 2016 research and development expenses.

Albany Engineered Composites restructuring expensesproposal was approved by the French Labor Ministry in 2016 were principally related to the consolidation of the Company’s legacy programs into Boerne, Texas.

In 2015, the Company announced a plan to discontinue manufacturing operations at its press fabric manufacturing facility in Göppingen, Germany and manufacturing operations were discontinued during the second quarter.2018. The restructuring program was driven by the Company’s need to balance manufacturing capacity with demand. We recorded restructuring expense of $1.1 million in 2017 and $10.7 million in 2018, which included severance and outplacement costs for the approximately 50 positions that were terminated under this plan. To date, we have recorded $11.8 million of restructuring charges related to these actions. Annual cost savings associated with this action principally resulted in lower Cost of goods sold in 2018.

In 2015,2016, the Company discontinued research and development activities at its MC facility in Sélestat, France, which resulted in $2.2 million of restructuring expense in 2016. In 2017 and 2018, we recorded additional restructuring charges of $11.4$1.6 million and $1.0 million, respectively, principally related to thisadditional termination benefits paid to former employees. To date, we have recorded $4.8 million of restructuring including $3.3charges related to these actions.

In 2017, the Company initiated work force reductions in AEC locations in Salt Lake City, Utah and Rochester, New Hampshire. The 2017 and 2018 restructuring charges include expenses of $5.0 million and $1.1 million, respectively. To date, we have recorded $6.1 million of restructuring charges related to these actions.

AEC restructuring charges in 2018 included expenses related to the write downdiscontinuation of certain manufacturing processes in Salt Lake City, resulting in a non-cash restructuring charge of $1.7 million, and an additional $0.2 million for severance. The non-cash restructuring charge results from an impairment of related manufacturing equipment. The Company has decided to dispose of that equipment by sale and the impairment charge reflects management’s estimate of proceeds that may be recovered in the sale. As of December 31, 2018, the asset value, net of the landimpairment charge, is included in Prepaid expenses and formerother current assets in the accompanying Consolidated Balance Sheets.

In 2017, the Company decided to discontinue the Bear Claw® line of hydraulic fracturing components used in the oil and gas industry. This decision resulted in a non-cash restructuring charge of $4.5 million for the write-off of intangible assets and equipment, and a $2.8 million charge to Cost of goods sold for the write-off of inventory.

AEC restructuring expenses in 2016 were principally related to the consolidation of legacy programs into Boerne, Texas.

In 2015, the Company announced a plan to discontinue manufacturing operations at its MC manufacturing facility to estimated fair market value.in Göppingen, Germany. In 2016 and 2017, we recorded additional restructuring charges of $2.6 and $0.8 million, principallyrespectively, related to the final closure of the plant in Germany.plant.

In the fourth quarter of 2015, the Company implemented an early retirement program for certain employees in the United States. Restructuring charges associated with this restructuring program were $8.1 million.

29

2015 restructuring charges also included $4.3 million related to the reduction in STG&R employment in Machine Clothing and Corporate. Machine Clothing restructuring costs in 2014 were principally related to restructuring of manufacturing operations in France, where employment was reduced by approximately 200 positions.

Albany Engineered Composites restructuring expenses in 2014 were principally related to organizational changes and exiting certain aerospace programs.

For more information on our restructuring charges, see Note 5 to the Consolidated Financial Statements in Item 8, which is incorporated herein by reference.

31

Operating Income

The following table summarizes operating income/(loss) by business segment:

  (in thousands)
    
Years ended December 31, 2016 2015 2014
Machine Clothing $152,529  $141,311  $136,450 
Albany Engineered Composites (15,363) (28,478) (10,483)
Corporate expenses-pension settlement -  -  (8,190)
Corporate expenses-other (45,390) (48,938) (46,417)
 Total $91,776  $63,895  $71,360 

  (in thousands)
          
Years ended December 31, 2018  2017  2016 
Machine Clothing $169,836  $153,980  $152,505 
Albany Engineered Composites 16,647  (31,657) (15,363)
Corporate expenses (49,075) (43,647) (43,010)
Total $137,408  $78,676  $94,132 

 

Other Earnings Items

  (in thousands)
    
Years ended December 31, 2016 2015 2014
Interest expense, net $13,464  $9,984  $10,713 
Other expense/(income), net 46  2,433  (6,853)
Income tax expense/(benefit) 25,454  (5,787) 25,751 
Net income/(loss) attributable to the noncontrolling interest 79  (14) 180 

  (in thousands)
          
Years ended December 31, 2018  2017  2016 
Interest expense, net $18,124  $17,091  $13,464 
Other expense, net 4,037  6,877  2,402 
Income tax expense 32,228  22,123  25,454 
Net income/(loss) attributable to the noncontrolling interest 128  (526) 79 

 

Interest Expense net

Interest expense net, increased $3.5$1.0 million in 20162018 principally due to borrowingsan increase in average debt outstanding. The higher debt balances related to fundfunding expansion of the 2016 business acquisition,AEC business. See “Liquidity and the interest associated with the capital lease obligation assumed in the acquisition. See the Capital Resources sectionResources” for further discussion of borrowings and interest rates.

Other Expense/(Income),Expense, net

The decreasechange in Other expense/(income),expense, net included the following individually significant items:

Foreign currency revaluations of cash and intercompany balances resulted in gains of $3.5 million in 2016, losses of $1.5 million in 2015, and gains of $6.4 million in 2014.
In 2016, we recorded a charge of $2.5 million due to the theft of cash at the Company’s subsidiary in Japan. While some of the loss occurred in prior periods, that portion was not material and, accordingly, we have not restated any previously-issued financial statements.

30

·In 2018, we recorded a $2.2 million charge related to the settlement of a portion of our non-U.S. defined benefit pension plan liabilities and a curtailment gain of $0.7 million related to the restructuring in Sélestat, France.
·Foreign currency revaluations of cash and intercompany balances resulted in gains of $0.1 million in 2018, losses of $4.6 million in 2017, and gains of $3.5 million in 2016.
·In 2016, we recorded a $2.5 million charge related to the theft of cash at the Company’s subsidiary in Japan. In 2017, we recorded a gain of $2.0 million based on an insurance settlement related to that theft.

Income Taxes

The Company has operations which constitute a taxable presence in 18 countries outside of the United States. AllThe majority of these countries had income tax rates that were at or beloware above the United States’States federal tax rate of 35%21% during the periods reported.2018. The jurisdictional location of earnings is a significant component of our effective tax rate each year and therefore on our overall income tax expense.

The Company’s effective tax rate for fiscal years 2018, 2017, and 2016 2015was 28.0%, 40.4% and 2014 was 32.5%, (11.2%),respectively. New tax legislation in the U.S. had a significant impact on tax expense in 2018. Among other items, the 2017 Tax Cuts and 38.1%, respectively. Jobs Act (the “Tax Reform Act”) implemented a territorial tax system and imposed a transition tax on deemed repatriated earnings of foreign subsidiaries. The Company recorded a net $1.0 million reduction to the provisional transition tax in 2018. The $1.0 million adjustment was comprised of a $1.1 million federal tax benefit attributable to adjustments discovered while analyzing the post 1986 earnings and profits, and tax pools through 2017 and a $0.1 million state tax charge based on interpretive guidance issued by various states during the year on how the deemed mandatory repatriation would be taxed in those jurisdictions. The

32

Company also recorded an additional tax expense of $1.6 million related to the re-measurement of U.S. net deferred tax assets using the new lower corporate tax rate of 21%. This adjustment to the provisional amount was the result of further analysis of certain aspects of the Tax Reform Act, and refinement of our calculations during the 12 months ended December 31, 2018. Income tax expense of $2.7 million was recorded to reflect the Company’s global intangible low-taxed income (GILTI) inclusion, net of foreign tax credits. This is partially offset by a tax benefit of $0.7 million for foreign-derived intangible income (FDII).

The tax rate is also affected by recurring items, such as the income tax rate in the U.S. and in non-U.S. jurisdictions and the mix of income earned in those jurisdictions. The rate is also affected by U.S. tax costs on foreign earnings that have been or will be repatriated to the U.S.,jurisdictions and discrete items that may occur in any given year but are not consistent from year to year.

Significant items that impacted the 2018 effective tax rate included the following (percentages reflect the effect of each item as a percentage of income before income taxes):

·A tax benefit of $1.0 million (-0.9%) related to the impact of the adjustment to the 2017 mandatory deemed repatriation provision.
·A tax charge of $1.6 million (1.4%) related to the impact of the adjustment to the 2017 re-measurement of U.S. net deferred tax assets.
·A tax charge of $0.4 million (0.4%) related to foreign tax rate changes.
·A tax benefit of $1.3 million (-1.1%) related to U.S. and non-U.S. return to provision adjustments.
·A tax benefit of $4.9 million (-4.2%) related to changes in the opening valuation allowances.
·A net effective tax rate expense of 0.2% was recognized from income tax rate differences between non-U.S. and U.S. jurisdictions. U.S. tax costs on foreign earnings that have been or will be repatriated and foreign withholdings resulted in an increase of 3.9% to the effective tax rate.
·A tax charge of $1.3 million (1.1%) related to the settlement of audits throughout the year.
·Income tax rate on continuing operations, excluding discrete items, was 31.3%.

Significant items that impacted the 2017 effective tax rate included the following (percentages reflect the effect of each item as a percentage of income before income taxes):

·A tax charge of $5.8 million (10.5%) related to the impact of the mandatory deemed repatriation.
·A tax charge of $1.9 million (3.4%) related to the tax rate changes both foreign and domestic.
·A tax benefit of $0.8 million (-1.5%) related to U.S. and non-U.S. return to provision adjustments.
·A tax benefit of $3.5 million (-6.4%) related to changes in the opening valuation allowances.
·A net effective tax rate reduction of 10.5% was recognized from income tax rate differences between non-U.S. and U.S. jurisdictions. Earnings in Brazil, Switzerland, Mexico and China, where tax rates are lower than the U.S. notional rate of 35%, contributed to the majority of the reduction noted. U.S. tax costs on foreign earnings that have been or will be repatriated and foreign withholdings resulted in an increase of 1.4% to the effective tax rate.
·A tax charge of $1.4 million (2.4%) related to the settlement of audits throughout the year.
·Income tax rate on continuing operations, excluding discrete items, was 32%.

Significant items that impacted the 2016 tax rate included the following (percentages reflect the effect of each item as a percentage of income before income taxes):

A tax benefit of $2.6 million (-3.4%) related to changes in uncertain tax positions.
A $0.5 million (0.6%) net tax expense related to other discrete items.
A net effective tax rate reduction of 9.7% was recognized from income tax rate differences between non-U.S. and U.S. jurisdictions. Earnings in Brazil, Switzerland, Mexico and China, where tax rates are lower than the U.S. notional rate of 35%, contributed to the majority of the reduction noted. U.S. tax costs on foreign earnings that have been or will be repatriated, and foreign withholdings resulted in an increase to the effective tax rate of 5.8%.
Income tax rate on continuing operations, excluding discrete items, was 35%.

Significant items that impacted the 2015 tax rate included the following (percentages reflect the effect of each item as a percentage of income before income taxes):

·A tax benefit of $2.6 million (-3.4%) related to changes in uncertain tax positions.
·A $0.5 million (0.6%) net tax expense related to other discrete items.
·A net effective tax rate reduction of 9.7% was recognized from income tax rate differences between non-U.S. and U.S. jurisdictions. Earnings in Brazil, Switzerland, Mexico and China, where tax rates are lower than the U.S. notional rate of 35%, contributed to the majority of the reduction noted. U.S. tax costs on foreign earnings that have been or will be repatriated and foreign withholdings resulted in an increase of 5.8% to the effective tax rate.
·Income tax rate on continuing operations, excluding discrete items, was 35%.

A tax benefit of $28.6 million (-55.5%) for a worthless stock deduction related to the Company’s investment in its Germany subsidiary, where manufacturing operations have ceased.
A tax charge of $6.4 million (12.5%) related to the estimated settlement of the German step-up appeal.
A tax charge of $0.4 million (0.8%) related to changes in uncertain tax positions.
A $0.5 million (-0.9%) net tax benefit related to other discrete items.
A net effective tax rate reduction of 6.2% was recognized from income tax rate differences between non-U.S. jurisdictions and the U.S. rate. Earnings in Brazil, Switzerland, Mexico and China, where tax rates are lower than the U.S. rate of 35%, contributed to the majority of the reduction noted. Additionally, a U.S. tax benefit on foreign earnings that have been or will be repatriated, and foreign withholdings resulted in a reduction of 1.8% to the effective tax rate.
Income tax rate on continuing operations, excluding discrete items, was 32%.

Significant items that impacted the 2014 tax rate included the following (percentages reflect the effect of each item as a percentage of income before income taxes):

A tax charge of $7.5 million (11.1%), primarily related to an unfavorable outcome in the tax court pertaining to another taxpayer with similar facts to the Company.
A net tax benefit was recognized in the amount of $6.8 million (-10.0%) primarily due to the lapse in a tax statute.
A $0.3 million (0.3%) net tax expense related to other discrete items.
A net tax rate reduction of 10.2% was recognized from rate differences between non-U.S. and U.S. jurisdictions. Earnings in Brazil, Switzerland, and China, where tax rates are lower than the U.S. notional rate of 35%, contributed to the majority of the reduction noted. U.S. tax costs on foreign earnings and foreign withholdings offset the tax rate benefits gained from operating in low-tax jurisdictions by 8%. Included in the U.S. tax costs on foreign earnings is a $2.2 million (3.3%) expense recognized for the future repatriation of prior year earnings.
Income tax rate on continuing operations, excluding discrete items, was 34%.

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Segment Results of Operations

Machine Clothing Segment

 

Machine Clothing is our primary business segment and accounted for 75%62 percent of our consolidated revenues during 2016. Machine Clothing2018. MC products are purchased primarily by manufacturers of paper and paperboard.

According to RISI, Inc., global production of paper and paperboard is expected to grow at an annual rate of approximately 2%1 percent over the next five years, driven primarily by global growth in packaging and tissue, which is expected to be greater than expected declines in publication grades.

Shifting

While the MC business has suffered from well-documented declines in publication grades in the Company’s traditional markets, the paper and paperboard industry is still expected to grow slightly on a global basis, driven by demand for paper, across different paper grades as well as across geographical regions, continues to drive the elimination of papermaking capacitypackaging and tissue grades. We feel we are now well-positioned in areasthese markets, with significant established capacity, primarilyhigh-quality, low-cost production in thegrowth markets, substantially lower fixed costs in mature markets, of Europe and North America. At the same time, the newest, most efficient machines are being installedcontinued strength in areas of growing demand, including Asianew product development, technical product support, and South America generally, as well as tissue and towel paper grades in all regions.manufacturing technology. Recent technological advances in paper machine clothing, while contributing to the papermaking efficiency of customers, have lengthened the useful life of many of our products and had an adverse impact on overall paper machine clothing demand.

The Company’s manufacturing and product platforms position us well to meet these shifting demands across product grades and geographic regions. Our strategy for meeting these challenges continues to be to grow share in all markets, with new products and technology, and to maintain our manufacturing footprint to align with global demand, while we offset the effects of inflation through continuous productivity improvement.

We have incurred significant restructuring charges in recent periods as we reduced Machine ClothingMC manufacturing capacity and administrative positions in the United States, Canada, Germany France, and Sweden.France.

Review of Operations

  (in thousands, except percentages)
    
Years ended December 31, 2016 2015 2014
Net sales $582,190  $608,581  $655,026 
% change from prior year -4.3%  -7.1%  - 
Gross profit 276,402  286,847  282,300 
% of net sales 47.5%  47.1%  43.1% 
STG&R expenses 117,804  123,325  141,023 
Operating income 152,529  141,311  136,450 

  (in thousands, except percentages)
          
Years ended December 31, 2018  2017  2016 
Net sales $611,858  $590,357  $582,190 
% change from prior year 3.6% 1.4% - 
Gross profit 297,416  280,686  276,380 
% of net sales 48.6% 47.5% 47.5%
STG&R expenses 115,305  123,277  117,806 
Operating income 169,836  153,980  152,505 

 

Net Sales

2016

2018 vs. 20152017

·Changes in currency translation rates had the effect of increasing 2018 sales by $6.1 million compared to 2017. That currency translation effect was principally due to the euro being stronger in 2018 than in 2017.

Changes in currency translation rates had the effect of decreasing 2016 sales by $2.8 million compared to 2015. That currency translation effect was principally due to sales in China, as the Chinese renminbi was approximately 5% weaker in 2016 compared to 2015. Excluding the effect of changes in translation rates, net sales decreased 3.9%.
The reduction in MC net sales was due to the continuation of declines in the market for publication grades, coupled with economic weakness in South America.

3234

2015 vs. 2014

Changes in currency translation rates had the effect of decreasing 2015 sales by $38.0 million compared to 2014 due to the broad weakening of foreign currencies against the U.S. dollar. Approximately 80% of that decrease was due to European-based sales, which were principally transacted in euros. On average, the euro was approximately 17% weaker in 2015 compared to 2014.
Excluding the effect of changes in currency translation rates, sales decreased 1.3%.
Excluding the effect of changes in currency translation rates, the year-over-year decline in MC sales was primarily attributable to lower sales in the North American publishing grades.
·Excluding the effect of changes in currency translation rates, Net sales in MC increased 2.6%. Excluding the additional effect of adopting ASC 606, Net sales increased 3.3%, principally due to global growth in sales for the packaging and tissue grades.

 

2017 vs. 2016

·Changes in currency translation rates had the effect of increasing 2017 sales by $3.1 million compared to 2016. That currency translation effect was principally due to the effect on European sales that resulted from the euro strengthening in the second half of 2017.

·Excluding the effect of changes in currency translation rates, Net sales in MC increased $5.1 million, or 0.9%, principally due to the growth in tissue, packaging and pulp grades, which more than offset declines in the publication grades.

Gross Profit

2016

2018 vs. 20152017

The decline

·Higher sales in MC generated an increase in gross profit of approximately $10 million.

·Changes in currency translation rates, principally the Brazilian real, had the effect of increasing MC gross profit approximately $5 million.

·MC Gross profit was also increased as a result of productivity improvements, which include the effect of continuous cost reduction initiatives.

2017 vs. 2016

·The increase in MC Gross profit was principally due to the increase in net sales, as noted above. Gross profit, as a percentage of sales, was 47.5% in both 2017 and 2016.

·Changes in currency translation rates did not have a significant effect on gross profit in 2017, compared to 2016.

Operating Income

2018 vs. 2017

The increase in operating income was principally due to the decline in net sales, as noted above.

Changes in currency translation rates did not have aeffect of the following individually significant effect on gross profit in 2016.
items:

2015

·Gross profit increased $16.7 million due to higher sales, as changes in currency translation rates, as described above.

·STG&R expenses decreased $8.0 million, principally due to year over year changes in foreign currency revaluation gains and losses, as described above.

·Restructuring charges were $12.3 million in 2018, compared to $3.4 million in 2017.

2017 vs. 2014

Changes in currency translation rates from 2014 to 2015 had a slightly positive effect on Machine Clothing gross profit. In 2015, approximately 20% of Machine Clothing (MC) sales had U.S. dollar sales prices, but were manufactured by non-U.S. subsidiaries, principally in Latin America. The Brazilian real and Mexican peso weakened in 2015, which reduced Cost of sales related to that revenue. Approximately 45% of MC sales were manufactured and sold in currencies other than the dollar, real or peso, and since almost all currencies in which we operate weakened against the U.S. dollar in 2015, the gross profit in these other countries was reduced by changes in currency translation rates. The net impact of these two effects on gross profit was slightly positive in 2015.
The remaining increase in MC gross profit reflects lower costs for raw materials and freight that resulted from reduced crude oil costs.

2016

Operating Income

2016 vs. 2015

The increase in operating income was principally due to the net effect of the following individually significant items:

 

Gross profit decreased $10.4 million due to lower sales, as described above.

35

STG&R expenses decreased $5.5 million, as described above.

Restructuring charges were $6.1 million in 2016, compared to $22.2 million in 2015.
·Gross profit increased $4.3 million due to higher sales, as described above.

·STG&R expenses increased $5.5 million, principally due to year over year changes in foreign currency revaluation gains and losses, as described above.

·Restructuring charges were $3.4 million in 2017, compared to $6.2 million in 2016.

 

2015 vs. 2014

The increase in 2015 operating income was principally due to the net effect of the following individually significant items:

Gross profit increased $4.5 million, as described above.
As described above, STG&R expenses declined $17.7 million, including $13.5 million that resulted from changes in currency translation rates.
Restructuring charges were $22.2 million in 2015, compared to $4.8 million in 2014.

33

Albany Engineered Composites Segment

 

The Albany Engineered Composites (AEC) segment, including Albany Safran Composites, LLC (ASC), in which our customer SAFRAN Group owns a 10 percent noncontrolling interest, provides highly engineered advanced composite structures to customers primarily in the aerospace (both commercial and defense industries.defense) industry. AEC’s largest program relates to CFM International’s LEAP engine. AEC, through ASC, is the exclusive supplier of advanced composite fan blades and cases for this program under a long-term supply contract. Other significant AEC programs include components for the F-35, Joint Strike Fighter, fuselage frameframes for the Boeing 787, components for the Boeing 787,CH-53K helicopter, and the fan case for the GE9X engine. The AEC segment also includes the Company’s April 2016 acquisition of Harris Corporation’s composite aerostructures business for cash of $187 million, plus the assumption of certain liabilities.

 

Review of Operations

  (in thousands, except percentages)
    
Years ended December 31, 2016 2015 2014
Net sales $197,649  $101,287  $90,319 
% change from prior year 95.1%  12.1%  - 
Gross profit/(loss) 25,121  (6,596) 10,750 
% of net sales 12.7%  -6.5%  11.9% 
STG&R expenses 38,170  21,882  20,301 
Operating loss (15,363) (28,478) (10,483)

  (in thousands, except percentages)
          
Years ended December 31, 2018  2017  2016 
Net sales $370,621  $273,360  $197,649 
% change from prior year 35.6% 38.3% - 
Gross profit 52,550  15,875  25,121 
% of net sales 14.2% 5.8% 12.7%
STG&R expenses 32,855  37,470  38,170 
Operating income/(loss) 16,647  (31,657) (15,363)

 

Net Sales

2016

2018 vs. 20152017

The increase in net sales was principally due to the net effect of the following individually significant items:

AEC sales increased $67.0 million in 2016 due to the acquisition.
The remainder of the sales increase was due to growth in the LEAP program.

·Excluding the effect of changes in currency translation rates, Net sales increased 34.7%. Excluding the impact of adopting ASC 606, Net sales increased 35.9%, primarily driven by growth in the LEAP, Boeing 787, F-35, and CH-53K programs.

 

20152017 vs. 20142016

The increase in 2015 sales was principally due to higher sales in the GE9X and LEAP programs.

 

Gross Profit

2016 vs. 2015

The increase in gross profitnet sales was principally due to the net effect of the following individually significant items:

·Net sales for the SLC business increased $41.1 million, compared to 2016. The 2016 SLC acquisition occurred in the second quarter of 2016, resulting in an additional quarter of sales in 2017. SLC net sales were also higher as a result of growth in the Boeing 787 fuselage frames and F-35 programs.

·Sales in the LEAP program increased $32.8 million, or 39.5%, compared to 2016.

In 2015, we recorded a charge of $14.0 million for a revision in the profitability of a long-term manufacturing contract for the BR 725 program.

36

Gross Profit

2018 vs. 2017

The business acquired in 2016 generated $9.4 million of gross profit.

The remaining $8.3 million increase in AEC grossGross profit was principally due to increased sales in the LEAP program.

34

2015 vs. 2014

The decrease in gross profit2018 was principally due to the net effect of the following individually significant items:

In 2015, we recorded the $14.0 million charge described above.
While sales at the Company’s Boerne, Texas operation increased $2.3 million, manufacturing costs increased $4.4 million.
Higher sales in the LEAP program increased gross profit by approximately $1.1 million.

·In the second quarter of 2017, we recorded a charge of $15.8 million for a revision in the contract profitability of two long-term manufacturing contracts for the BR725 and A380 programs.

·During the third quarter of 2017, the Company decided to discontinue the Bear Claw® line of hydraulic fracking components used in the oil and gas industry, which was part of the 2016 SLC acquisition. That decision resulted in a $2.8 million charge to Cost of goods sold for the write-off of inventory.

·The Net sales increase in 2018, as described above, increased Gross profit by approximately $10 million.

·Favorable adjustments to estimates of contract profitability in the fourth quarter of each year resulted in a reduction to Cost of goods sold of $2.5 million in 2018 and $4.9 million in 2017. In 2018, the favorable adjustment related to a reduction in the estimated loss on a long-term contract. In 2017, the adjustment related to an amendment to a long-term agreement with a licensor for the A380 program.

·In the fourth quarter of each year, we recorded additional Cost of goods sold of approximately $4 million for inefficiencies in the ramp-up of production.

·The remaining 2018 increase in AEC Gross profit was principally due to improved productivity resulting from the deployment of a disciplined standardized operational system across AEC plants, as well as the favorable impact of continuous improvement programs.

 

2017 vs. 2016

The decrease in AEC Gross profit in 2017 was principally due to the net effect of the following individually significant items:

·The Net sales increase in 2017, as described above.

·In 2017, we recorded the $15.8 million charge related to the BR725 and A380 programs.

·In 2017, we recorded the $2.8 million charge to Cost of goods sold for the write-off of Bear Claw® inventory.

·The acquired business generated $3.1 million of additional gross profit in 2017 as compared 2016 due, in part, to an additional quarter of operations in 2017.

·In 2017, we recorded the $4.9 million decrease to Cost of goods sold for the amendment to a long-term agreement with a licensor for the A380 program.

·In 2017, we recorded a charge to Cost of goods sold of approximately $4 million for inefficiencies in the ramp-up of production, and an additional charge of $1.1 million related to an unfavorable change in the estimated profitability of a long-term contract.

37

Long-term contracts

AEC has contracts with certain customers, including its contract for the LEAP program, where revenue is determined by cost, plus a defined profit margin.cost-plus-fee arrangement. Revenue earned under these arrangements accounted for approximately 4549 percent, 5044 percent, and 5445 percent of segment revenue for 2018, 2017, and 2016, 2015,respectively. LEAP engines are currently used on the Boeing 737 Max, Airbus A320neo and 2014 respectively.COMAC aircraft.  A number of countries, including the United States, have recently issued orders grounding Boeing 737 Max 8 and/or Max 9 aircraft.  If these recent groundings cause a decrease in demand for, or production of, this aircraft, it could have an adverse impact on demand for LEAP engines, which could in turn have an adverse impact on demand for our LEAP engine parts.  Such a decrease could, in turn, trigger an increase in demand for A320neo aircraft, which could somewhat offset this negative impact.

 

In addition, AEC has long-term contracts in which the total contractselling price is fixed. In accounting for those contracts, we estimate the profit margin expected at the completion offor the contract and recognize a pro-rata share of that profit during the course of the contract using a cost-to-cost or units of delivery approach. Changes in estimated contract profitability will affect revenue and gross profit when the change occurs, which could have a significant favorable or unfavorable effect on revenue and gross profit in any reporting period.

In 2015, the Company recordedfourth quarter of 2018, we had both favorable and unfavorable adjustments to the estimated profitability on long-term contracts that had a net effect of reducing gross profit by $1.5 million. The favorable adjustment resulted from a reduction to the estimated loss on a long-term contract that resulted from better than expected ramp-up on a different program. The unfavorable adjustment resulted in a charge of $14.0$4.0 million associated withdue to ramp-up inefficiencies on a revisionkey program and we also had a charge of $4.0 million in the profitabilityfourth quarter of a contract in the AEC segment. That charge included $10.9 million for the write-off of deferred contract costs and a reserve of $3.1 million for additional losses expected through 2016. 2017 related to ramp-up inefficiencies.

AEC has a long-term contract for the manufacture of composite components for the Rolls-Royce BR725 engine, (BR 725), which powers the GulfstreamGulfstream’s G-650 business jet. These components are manufactured in AEC’s Boerne, Texas facility. The contract obligates AEC to supply these components for the life of the BR725 program. During the second quarter of 2017, the Company revised its estimate of the profitability of this programcontract and we recorded a charge of $10.2 million as a provision for anticipated losses through the end of the program. The charge was signeddriven primarily by a reduction in 2007 and containsthe estimated future demand for these components. The Company previously recorded a very aggressive approach to pricing compared to AEC’s other contracts. The total charge of $14.0 million in the second quarter of 2015 for this program, including $10.9 million for the write-off of development costs for nonrecurring engineering and tooling, and $3.1 million for anticipated future losses.

The SLC business has a contract for the manufacture of composite struts for the Airbus A380, under which it is includedobligated to supply composite wing box struts through 2020 and floor beam struts through 2023. During the second quarter of 2017, the Company revised its estimate of the profitability of this contract and determined that a charge of $5.6 million should be recorded as a provision for anticipated losses through contract completion. The revision was driven by a decrease in estimated demand for these components during the contract term, as well as by program inefficiencies. In the fourth quarter of 2017, we amended a long-term agreement with a licensor for the A380 program, which resulted in a $4.9 million decrease to Cost of goods sold insold.

Other than the Consolidated Statements of Income. In the Consolidated Statements of Cash flows, the write-off of previously deferred costs is included in Other, net. This program generated a loss of $2.6 million in 2016, approximately half of which was absorbed by the remaining loss reserve. While the program is expected to generate additional losses in the short-term, management expects that the program will be profitable over the remaining life of the program. AEC is working with the customer to establish future pricing of the parts and effect changes in the program that are expected to eventually eliminate these losses and result in a profitable program. Additional program losses, which could have a material effect on operating results in future periods, could occur if AEC’s efforts to improve the program are unsuccessful.

Changesestimated profitability of contracts noted above, changes in contract estimates other than BR 725decreased gross profit by $0.5 million in 2018, decreased gross profit by $0.6 million in 2017, and increased gross profit by $1.5 million in 2016, and by $0.4 million in 2015, and reduced gross profit by $0.6 million in 2014.

35

The value of fixed price contracts increased significantly in 2016 due to the acquisition. The table below provides a summary of long-term fixed price contracts that were in process at the end of each year:

  (in thousands)
       
As of December 31,  2016   2015   2014 
Revenue earned during year on long-term contracts  $77,190  $16,891  $15,439 
             
Contracts in process at year-end:            
Total value of contracts  351,779   17,670   27,541 
Revenue recognized to date  55,091   6,471   20,360 
Revenue to be recognized in future periods  296,688   11,199   7,181 

2016.

 

Selling, Technical, General, and Research (STG&R)

2016

2018 vs. 20152017

STG&R expenses increased $16.3decreased $4.6 million principally due to restructuring and other organization changes.

2017 vs. 2016

STG&R expenses decreased $0.7 million principally due to the following individually significant items:

38

·2016 acquisition expenses were $5.4 million. There was no comparable item in 2017.
·STG&R expenses of the SLC business were $1.5 million higher in 2017, principally due to the timing of the acquisition in 2016.
·STG&R expenses were $2.3 million higher in 2017 due to expansion of our facilities outside of the U.S.

Operating Income/(Loss)

2018 vs. 2017

The acquired business had STG&R expensesincrease in operating income of $10.3 million.

We recorded expenses of $5.4$48.3 million relatedin 2018 was principally due to the acquisition transaction.
We incurred expensesnet effect of approximately $1.0 million related to integration activities.
the following individually significant items:

2015

·A significant increase in Net sales and strong productivity, as described above.
·The $15.8 million charge recorded in the second quarter of 2017, as described above.
·The $2.8 million charge to Cost of goods sold in 2017 for the write-off of Bear Claw® inventory.
·A decrease of $7.0 million in Restructuring expenses, as described above.

2017 vs. 2014

STG&R expenses increased $1.6 million, or 7.8%, to support current and anticipated business growth.2016

 

Operating Loss

2016 vs. 2015

The operating loss improvedincreased by $13.1$16.3 million in 2016,2017, principally due to the following individually significant items:

·The $14.0Gross profit decreased $9.2 million in 2017, principally due to the $15.8 million charge recorded in 2015 for the revision to estimated contract profitability.second quarter of 2018, as noted above.

·Gross profitRestructuring charges increased by approximately $6 million due to higher sales in the LEAP program.
The acquired business acquired had an operating loss of $1.2$7.7 million in 2016.
The company incurred costs of $6.4 million related to the acquisition transaction and integration activities.2017.

2015 vs. 2014

The segment operating loss increased in 2015, compared to 2014, principally due to the $14 million charge.


Liquidity and Capital Resources

Cash Flow Summary

  (in thousands)
For the years ended December 31, 2016 2015 2014
Net income $52,812  $57,265  $41,749 
   Depreciation and amortization 67,461  60,114  64,292 
   Changes in working capital (45,816) 1,707  (21,423)
   Fair value adjustment on asset held for sale -  3,212  - 
   Gain on disposition of assets -  (1,056) (1,126)
   Changes in long-term liabilities, deferred taxes and other credits (615) (27,358) (10,725)
   Write-off of pension liability adjustment 51  103  8,331 
   Other operating items 5,625  1,950  3,098 
Net cash provided by operating activities 79,518  95,937  84,196 
Net cash used in investing activities (253,553) (47,798) (57,747)
Net cash provided by/(used in) financing activities 173,460  (27,329) (50,483)
Effect of exchange rate changes on cash flows (2,796) (15,499) (18,830)
(Decrease)/increase in cash and cash equivalents (3,371) 5,311  (42,864)
Cash and cash equivalents at beginning of year 185,113  179,802  222,666 
Cash and cash equivalents at end of year $181,742  $185,113  $179,802 

 

 (in thousands)
For the years ended December 31, 2018  2017  2016 
Net income $83,019  $32,585  $52,812 
Depreciation and amortization 79,036  71,956  67,461 
Changes in working capital (a) (21,034) (15,859) (23,109)
Changes in long-term liabilities, deferred taxes and other credits 3,493  (11,409) 657 
Write-off of pension liability adjustment due to settlement/curtailment 1,494  -  51 
Write-off of intangible assets in a discontinued product line -  4,149  - 
Other operating items (13,523) (17,206) (16,932)
Net cash provided by operating activities 132,485  64,216  80,940 
Net cash used in investing activities (82,886) (87,637) (253,553)
Net cash (used in)/provided by financing activities (27,258) 12,867  172,038 
Effect of exchange rate changes on cash flows (8,313) 12,539  (2,796)
Increase/(decrease) in cash and cash equivalents 14,028  1,985  (3,371)
Cash and cash equivalents at beginning of year 183,727  181,742  185,113 
Cash and cash equivalents at end of year $197,755  $183,727  $181,742 

(a)Includes Accounts receivable, Contract assets, Inventories, and Accounts payable.

39

Operating activities

Cash provided by operating activities was $79.5$132.5 million in 20162018, compared to $95.9$64.2 million in 2015,2017, and $84.2$80.9 million in 2014. Changes2016. The net increase in cash provided by operating activities in 2018 was due to increased profitability in both MC and AEC, partially offset by increases in working capital. In 2018, the Company made a $5 million voluntary contribution to its U.S. pension plan resulting in that plan being close to fully funded. Growth in AEC has resulted in working capital for 2016 includesincreases $26.0 million in 2018, $21.0 million in 2017, and $41.8 million in 2016. Additionally, the Noncurrent receivables held by AEC have resulted in a use of cash of $42.8$12.2 million for AEC segment accounts receivable, inventories, contract receivablesin 2018, $18.8 million in 2017 and other assets, as several long-term contracts are beginning to ramp up. Changes in working capital for 2015 includes the $14.0 million write-off related to the BR 725 program, while changes in accounts receivable, inventories and accounts payable resulted in an offsetting use of cash. Changes in working capital for 2014 were a use of cash totaling $21.4 million principally due to costs incurred for the BR 725 program and restructuring payments.2016. Changes in long-term liabilities, deferred taxes and other liabilities resulted in an increase to cash flows of $3.5 million in 2018, a use of cash of totaling $0.6$11.4 million in 2016, $27.42017, and an increase of cash totaling $0.7 million in 2015, and $10.7 million in 2014.2016. The amount reported for 20152017 was principally due to an amendment to a long-term agreement with a licensor for the $28.6A380 program. That agreement resulted in a $3.0 million deferred tax benefit related tocash payment, plus a $4.9 million reduction in the elimination of thepresent value of the Company’s investment in its Germany subsidiary.obligation to the supplier. Cash paid for income taxes was $28.1 million, $23.7 million, and $23.4 million $18.4 million,in 2018, 2017, and $17.6 million in 2016, 2015, and 2014, respectively.

 

At December 31, 2016,2018, the Company had $181.7$197.8 million of cash and cash equivalents, of which $134.4$144.2 million was held by subsidiaries outside of the United States. As disclosed in Note 7 of the Notes to Consolidated Financial Statements in Item 8, which is incorporated herein by reference, we determined that all but $24.9$82.4 million of this amount (which represents the amount of cumulative earnings expected to be repatriated to the United States at some point in the future) is intended to be utilized by these non-U.S. operations for an indefinite period of time. Our current plans do not anticipate that we will need funds generated from foreign operations to fund our domestic operations or satisfy debt obligations in the United States. In the event that such funds were to be needed to fund operations in the U.S., and if associated accruals for U.S. taxtaxes have not already been provided, we would be required to record additional tax expense.

Investing Activities

On April 8, 2016, the Company acquired the outstanding shares of Harris Corporation’s composite aerostructures business for $187 million in cash, plus the assumption of certain liabilities. Total capital expenditures for continuing operations, including purchased software, were $78.5$82.9 million in 2016,2018, compared to $50.6$87.6 million in 2015,2017, and $58.9$73.5 million in 2014.2016. In the AEC segment, capital expenditures were $60.1 million in 2018, compared to $63.9 million in 2017, and $54.7 million in 2016, compared to $30.4 million in 2015, and $32.1 million in 2014.2016. We currently estimate full-year spending in 2017capital expenditures to be $95$80 million to $105 million.$100 million in 2019.

37

Financing Activities and Capital Resources

We finance our business activities primarily with cash generated from operations and borrowings, largely through our revolving credit agreement as discussed below. Our subsidiaries outside of the United States may also maintain working capital lines with local banks, but borrowings under such local facilities tend not to be significant. The majority of our cash balance at December 31, 20162018 was held by non-U.S. subsidiaries. Based on cash on hand and credit facilities, we anticipate that the Company has sufficient capital resources to operate for the foreseeable future. We were in compliance with all debt covenants as of December 31, 2016.2018.

On April 8, 2016,November 7, 2017, we entered into a $550$685 million unsecured Five-Year Revolving Credit Facility Agreement (the “Credit Agreement”) which amended and restated the prior $400$550 million Agreement, entered into on June 18, 2015April 8, 2016 (the “Prior Agreement”). Under the Credit Agreement, $418$499 million of borrowings were outstanding as of December 31, 2016.2018. The applicable interest rate for borrowings was LIBOR plus a spread, based on our leverage ratio at the time of borrowing. At the time of the last borrowing on December 16, 2016,17, 2018, the spread was 1.500%. The spread was based on a pricing grid, which ranged from 1.250% to 1.750%, based on our leverage ratio. Based on our maximum leverage ratio and our Consolidated EBITDA, and without modification to any other credit agreements, as of December 31, 2016,2018, we would have been able to borrow an additional $132$186 million under the Agreement.

As of December 31, 2016,2018, our leverage ratio was 2.301.96 to 1.00 and our interest coverage ratio was 11.5211.59 to 1.00. We may purchase our Common Stock or pay dividends to the extent our leverage ratio remains at or below 3.50 to 1.00, and may make acquisitions with cash provided our leverage ratio woulddoes not exceed 3.50 to 1.00 after giving pro forma effect to the acquisition.limits

40

noted above. On May 9, 2016,November 28, 2017, we entered into interest rate hedgesswap agreements for the period May 16, 2016December 18, 2017 through March 16, 2021.October 17, 2022. These transactions have the effect of fixing the LIBOR portion of the effective interest rate (before addition of the spread) on $300$350 million of indebtedness drawn under the Credit Agreement at the rate of 1.245%2.11% during the period. Under the terms of these transactions, we pay the fixed rate of 1.245%2.11% and the counterparties pay a floating rate based on the one-month LIBOR rate at each monthly calculation date, which on December 16, 201617, 2018 was 0.710%2.46%, plus the applicable spread, during the swap period. On December 16, 2016,17, 2018, the all-in-rate on the $300$350 million of debt was 2.745%3.61%.

Dividends have been declared each quarter since the fourth quarter of 2001. Decisions with respect to whether a dividend will be paid, and the amount of the dividend, are made by the Board of Directors each quarter. Cash dividends paid were $21.9 million, $21.9 million, and $21.8 million, $21.1 million,in 2018, 2017, and $19.7 million, in 2016, 2015, and 2014, respectively. To the extent the Board declares cash dividends in the future, we expect to pay such dividends out of operating cash flows. Future cash dividends will also depend on debt covenants and on the Board’s assessment of our ability to generate sufficient cash flows.

On May 6, 2016, we terminated ourother interest rate swap agreements that had effectively fixed the interest rate on up to $120 million of revolving credit borrowings, in order to enter into a new interest rate swap with a greater notional amount, and the same maturity as the Credit Agreement. We paid $5.2 million to terminate the swap agreements and that cost will be amortized into interest expense through June 2020. On November 27, 2017, we terminated interest rate swap agreements, originally entered into on May 9, 2016, that had effectively fixed the interest rate on $300 million of revolving credit borrowings, in order to enter into a new interest rate swap with a greater notional amount, and the same maturity as the Credit Agreement. We received $6.3 million to terminate the swap agreements. The amounts paid and received to terminate these swap agreements will be amortized into interest expense through March 2021.

Off-Balance Sheet Arrangements

As of December 31, 2016,2018, we have no off-balance sheet arrangements required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.

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Contractual Obligations

Contractual obligations for debt and operating leases increased due to the acquisition in April 2016. Obligations

As of December 31, 2016,2018, we have the following cash flow obligations:

    Payments Due by Period
 
 (in millions)  
  
 Total  
 Less than
one year
 One to three
years  
 Three to
five years  
 After
five years
 Total debt $484.9  $52.0  $3.7  $422.2  $7.0 
 Interest payments (a) 56.1  14.5  25.5  15.8  0.3 
 Pension plan contributions (b) 3.7  3.7  -  -  - 
 Other postretirement benefits (c) 57.5  4.2  8.0  7.6  37.7 
 Restructuring accruals 5.6  4.7  0.9  -  - 
 Other noncurrent liabilities (d) -  -  -  -  - 
 Operating leases 11.8  5.6  5.0  1.1  0.1 
 Totals $619.6  $84.7  $43.1  $446.7  $45.1 

     Payments Due by Period
   Less than One to three Three to After
(in millions) Total  one year  years  five years  five years 
Total debt $524.9  $1.2  $3.7  $503.5  $16.5 
Interest payments (a) 79.5  20.1  39.9  17.1  2.4 
Pension plan contributions (b) 4.2  4.2  -  -  - 
Other postretirement benefits (c) 51.1  3.9  7.5  7.3  32.4 
Restructuring accruals 5.6  5.5  0.1  -  - 
Other noncurrent liabilities (d) -  -  -  -  - 
Operating leases 17.9  4.6  5.3  2.9  5.1 
Totals $683.2  $39.5  $56.5  $530.8  $56.4 

 

(a)The terms of variable-rate debt arrangements, including interest rates and maturities, are included in Note 1417 of Notes to Consolidated Financial Statements. The interest payments are based on the assumption that we maintain $168.0$149 million of variable rate debt until the April 2016November 2017 Credit Agreement matures on April 8, 2021,November 7, 2022, and the rate as of December 31, 2016 (2.58%2018 (3.69%) continues until March 16, 2021,October 17, 2022, then continues at 2.21%3.96% until maturity. Both rates include the effects of interest rate hedging transactions.

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(b)We estimate pension benefits to be paid directly by the Company in 20172019 to be $3.7$4.1 million, however, that estimate is subject to revision based on many factors. The Company may also make contributions to pension trusts that existsexist in certain countries. The amount of contributions after 20172019 is subject to many variables, including return of pension plan assets, interest rates, and tax and employee benefit laws. Therefore, contributions beyond 20172019 are not included in this schedule.
(c)Estimated cash outflow for other postretirement benefits is consistent with the expected benefit payments as presented in Note 4 of Notes tothe Consolidated Financial Statements in Item 8. Estimated payments beyond8 for the next five years. Beyond five years, expected benefit payments are subjectnot consistent with those presented in Note 4, due to the many variables therefore no estimate is included in the table above.associated with this estimate.
(d)Estimated payments for deferred compensation, interest rate swap agreements, and other noncurrent liabilities are not included in this table due to the uncertain timing of the ultimate cash settlement. Also, this table does not reflect unrecognized tax benefits, the timing of which is uncertain. Refer to Note 7 of the Consolidated Financial Statements in Item 8, which is incorporated herein by reference, for additional discussion on unrecognized tax benefits.

The foregoing table should not be deemed to represent all of our future cash requirements, which will vary based on our future needs. While the cash required to satisfy the obligations set forth in the table is reasonably determinable in advance, many other cash needs, such as raw materials costs, payroll, and taxes, are dependent on future events and are harder to predict. In addition, while the contingencies described in Note 1720 of Notes tothe Consolidated Financial Statements in Item 8 are not currently anticipated to have a material adverse effect on our Company, there can be no assurance that this may not change. Subject to the foregoing, we currently expect that cash from operations and the other sources of liquidity described above will be sufficient to enable us to meet the foregoing cash obligations, as well as to meet our other cash requirements.

Recent Accounting Pronouncements

The information set forth above may be found under Item 8. Financial Statements and Supplementary Data, Note 1, which is incorporated herein by reference.

Critical Accounting Policies and Estimates

For the discussion of our accounting policies, see Item 8. Financial Statements and Supplementary Data, Note 1, which is incorporated herein by reference. The preparation of financial statements in conformity with

39

accounting principles generally accepted in the United States of America requires management to make assumptions and estimates that directly affect the amounts reported in the Consolidated Financial Statements. Each of these assumptions is subject to uncertainties and changes in those assumptions or judgments can affect our results of operations. In addition to the accounting policies stated in Item 8. Financial Statements and Supplementary Data, Note 1, financial statement amounts and disclosures are significantly influenced by market factors, judgments and estimates as described below.

Revenue Recognition

Effective January 1, 2018, the Company adopted the provisions of ASC 606, Revenue from contracts with customers. The standard replaces numerous requirements in U.S. GAAP, including industry-specific requirements, and provides companies with a single model for recognizing revenue from contracts with customers. See additional information in Item 8.

Contracts with customers in the Machine Clothing segment have various terms that can affect the point in time when revenue is recognized. The contractual terms are closely monitored in order to ensure revenue is recognized in the proper period.

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Products and services provided under long-term contracts represent a significant portion of sales in the Albany Engineered Composites segment. We have a contract with a major customer for whichAEC’s largest source of revenue is recognizedderived from the LEAP contract under a cost-plus-fee agreement. Beginning in 2018, the fee is variable based on our success in achieving certain cost plus fixed fee arrangement. targets. Revenue is recognized over time as costs are incurred. Under this contract, there is significant judgment involved in determining applicable contract costs and the amount of revenue to be recognized.

We also have fixed price long-term contracts, for which we use the percentage of completion (actual cost to estimated cost) method. That method requires significant judgment and estimation, which could be considerably different if the underlying circumstances were to change. When adjustments in estimated contract revenues or costs are required, any changes from prior estimates are included in earnings in the period the change occurs. For contracts with anticipated losses at completion, a provision for the entire amount of the estimated remaining loss is charged against income in the period in which the loss becomes known. Contract losses are determined considering all direct and indirect contract costs, exclusive of any selling, general or administrative cost allocations that are treated as period expenses.

The Albany Engineered Composites segment also has some long-term aerospace contracts under which there are two phases: a phase during which the production part is designed and tested, and a phase of supplying production parts. CertainDuring the design and testing phases we perform pre-production or nonrecurring engineering services, which are normally considered a fulfillment activity, rather than a performance obligation. Fulfillment activities that create resources that will be used in satisfying performance obligations in the future, and are expected to be recovered, are capitalized to Other assets. The capitalized costs are capitalized duringamortized into Cost of goods sold over the first phase, such as costs for engineering, equipment, and inventory, where recoveryperiod over which the asset is probable. Revenue will be recognized during the second phase using a percentage of completion (units of delivery) method.expected to contribute to future cash flows which includes anticipated renewal periods. Accumulated capitalized costs are written-off when those costs are determined to be unrecoverable.

For contracts with anticipated losses, a provision for the entire amount of the estimated remaining loss is charged against income in the period in which the loss becomes known. Contract loss provisions include contract options that are probable of exercise, excluding any profitable options that might be expected to follow. Contract losses are determined considering all direct and indirect contract costs, exclusive of any selling, general or administrative cost allocations, which are treated as period expenses. Under the new standard, we are required to limit our estimate of contract values to the period of the legally enforceable contract, which in many cases is considerably shorter than the contract period used under the former standard. While certain contracts are expected to be profitable over the course of the program life when including expected renewals, under the new standard, our estimate of contract revenues and costs is limited to the estimated value of enforceable rights and obligations, excluding anticipated renewals. In some cases, this shorter contract period may result in a loss contract provision at the inception of the contract. Also, refer to information underLong-term Contracts in Item 7,Management’s Discussion and Analysis of this Form 10-K, which is incorporated herein by reference.

Health Care Liabilities

The Company is self-insured for some employee and business risks, including health care and workers’ compensation programs in the United States. Expenses under all of these programs are accrued based on estimates of the ultimate liability for claims reported and an estimate of claims incurred but not reported, with assistance from third-party actuaries and service providers. However, these liabilities are difficult to assess and estimate due to unknown factors, including the severity of an illness or injury and the number of incidents not reported. The accruals are based upon known facts and historical trends, and management believes such accruals to be adequate. If actual results significantly differ from estimates used to calculate the liability, the Company’s financial condition, results of operations and cash flows could be materially impacted by expenses for these programs, as well as higher stop-loss premiums in future periods.

Pension and Postretirement Liabilities

The Company has pension and postretirement benefit costs and liabilities that are developed from actuarial valuations. Inherent in these valuations are key assumptions, including discount rates and expected return on plan assets, which are updated on an annual basis. As of December 31, 2016,2018, total liabilities under our defined benefit pension plans (including unfunded plans) exceeded plan assets by $30.2$22.5 million, of which $17.2$13.2 million was for plans outside of the U.S. Additionally, at December 31, 2016,2018, other postretirement liabilities totaled $57.5$51.1 million, substantially all of which related to our U.S. plan. As of December 31, 2016,2018, we have unrecognized pretax net losses of $73.0$69.1 million for pension plans and $3.9$3.8 million for other postretirement benefit plans that may be amortized into earnings in future periods.

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We are required to consider current market conditions, including changes in interest rates, in making these assumptions. For 2017,2019, we anticipate pension contributions and direct payments to retirees to total $3.7$4.2 million, and payments for other postretirement benefit plans to be $4.2$3.9 million. Changes in the related pension

43

and other postretirement benefit costs or credits may occur in the future due to changes in the assumptions. The amount of annual pension plan funding and annual expense is subject to many variables, including the investment return on pension plan assets and interest rates, and actual contributions could vary significantly. Assumptions used for determining pension and other postretirement plan liabilities and expenses are evaluated and updated at least annually.

Income Taxes

In the ordinary course of business there is inherent uncertainty in determining assets and liabilities related to income tax balances. We exercise significant judgment in order to estimate taxes payable or receivable in future periods. Tax-related balances may also be impacted by organizational changes or changes in the tax laws of any country in which we operate. We assess our income tax positions and record tax assets and liabilities for all years subject to examination based upon management'smanagement’s evaluation of the facts, circumstances, and information available at the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, we have determined the amount of the tax benefit to be recognized by estimating the largest amount of tax benefit that has a greater than 50%50 percent likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information.

Deferred tax assets are expected to be realized through the reversal of existing temporary differences and future taxable income. A valuation allowance is established, as needed, to reduce net deferred tax assets to the amount expected to be realized. In the event it becomes more likely than not that some or all of the deferred tax asset valuation allowances will not be needed, the valuation allowance will be adjusted.

Contingencies

We have contingent liabilities for litigation, claims, and assessments that result fromIn late 2017, new tax legislation was enacted in the ordinary course of business. These matters are more fully describedUnited States which resulted in Note 17 of the Consolidated Financial Statements in Item 8.

Financial Assets and Liabilities

We have certain financial assets and liabilities that are measured at fair value on a recurring basis, in accordancesignificant charges to income tax expense. Charges associated with the applicable accounting guidance. Fair values are based on assumptions that market participants would useTax Reform Act were recorded in pricing an asset or liability, which include review of observable inputs, market quotes,2017 and assumptions of expected cash flows. In certain cases this determination of value may require some level of valuation analysis, interpretation of information,represent the Company’s best estimates and judgment. As these key observable inputs and assumptions change in future periods, the Company will update its valuation to reflect market conditions.

We may enter into hedging transactions from time to time in order to mitigate volatility in cash flows, which can be caused by changes in interest rates or currency exchange rates. To qualify for hedge accounting under the applicable accounting guidance, the hedging relationship between the hedging instrument and the hedged item must be effective in achieving the offset of changes that are attributableprovisional amounts. Adjustments recorded to the hedged risk, both atprovisional amounts through the inceptionfourth quarter of the hedge and on a continuing basis until maturity or settlement of the hedging instrument. Hedge effectiveness, which would be tested by the Company periodically, is dependent upon market factors and changes2018 are included in currency exchange rates, which are unpredictable. Any gains or losses related to the ineffective portion of the hedge will be recognized in the current period in earnings.Income tax expense.

Goodwill and Intangible assets

Goodwill is not amortized, but is tested for impairment at least annually. Estimating the fair value of reporting units requires the use of estimates and significant

41

judgments that are based on a number of factors including actual operating results. It is possible that these judgments and estimates could change in future periods.

The determination of the fair value of intangible assets and liabilities acquired in a business acquisition, including the Company’s acquisition in 2016, is subject to many estimates and assumptions. We review amortizable intangible asset groups for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Determining whether an impairment loss occurred requires comparing the carrying amount to the sum of undiscounted cash flows expected to be generated by the asset.

Non-GAAP Measures

This Form 10-K contains certain non-GAAP metrics, including: net sales, and percent change in net sales, excluding the impact of ASC 606 and/or currency ratetranslation effects (for each segment and the Company as a whole); EBITDA and Adjusted EBITDA (for each segment and the Company as a whole)whole, represented in dollars or as a percentage of net sales); net debt;debt and net debt excluding the impact of certain non-cash items; and net income per share attributable to the Company, excluding adjustments. Such items are provided because management believes that, when presented together withreconciled from the GAAP items to which they relate, they provide additional useful information to investors regarding the Company’s operational performance.

Presenting sales and increases or decreases in sales, after currency effects and/or the ASC 606 impact are excluded, can give management and investors insight into underlying sales trends. EBITDA, or net income

44

with interest, taxes, depreciation, and amortization added back, is a common indicator of financial performance used, among other things, to analyze and compare core profitability between companies and industries because it eliminates effects due to differences in financing, asset bases and taxes. An understanding of the impact in a particular period of specific restructuring costs, acquisition expenses, currency revaluation, pension settlement/curtailment charges, inventory write-offs associated with discontinued businesses, or other gains and losses, on net income (absolute as well as on a per-share basis), operating income or EBITDA can give management and investors additional insight into core financial performance, especially when compared to periods in which such items had a greater or lesser effect, or no effect. Restructuring expenses in the MC segment, while frequent in recent years, are reflective of significant reductions in manufacturing capacity and associated headcount in response to shifting markets, and not of the profitability of the business going forward as restructured. Net debt, is,and net debt excluding the impact of certain non-cash items, are, in the opinion of the Company, helpful to investors wishing to understand what the Company’s debt position would be if all available cash were applied to pay down indebtedness. EBITDA, Adjusted EBITDA, and net income per share attributable to the Company, excluding adjustments, are performance measures that relate to the Company’s continuing operations.

 

PercentNet sales, or percent changes in net sales, excluding currency rate effects, are calculated by converting amounts reported in local currencies into U.S. dollars at the exchange rate of a prior period. ThatThe impact of ASC 606 on various financial statement line items is determined by calculating what the GAAP-reported amount iswould have been under the prior ASC 605 standard, and comparing that amount to the amount reported under the new ASC 606 standard. These amounts are then compared to the U.S. dollar amount as reported in the current period. The Company calculates EBITDA by removing the following from Net income: Interest expense net, Income tax expense, and Depreciation and amortization. Adjusted EBITDA is calculated by: adding to EBITDA costs associated with restructuring, inventory write-offs associated with discontinued businesses, and pension settlement charges;settlement/curtailment; adding (or subtracting) revaluation losses (or gains); subtracting (or adding) gains (or losses) from the sale of buildings or investments; subtracting insurance recovery gains;gains in excess of previously recorded losses; and subtracting (or adding) Income (or loss) attributable to the non-controlling interest in Albany Safran Composites (ASC); and adding expenses related to the Company’s acquisition. Adjusted EBITDA may also be presented as a percentage of Harris Corporation’s composite aerostructures division.net sales by dividing it by net sales. Net income per share attributable to the Company, excluding adjustments, is calculated by adding to (or subtracting from) net income attributable to the Company per share, on an after-tax basis: restructuring charges; inventory write-offs associated with discontinued businesses; pension settlements/curtailments; discrete tax charges (or gains) and the effect of changes in the income tax rate; foreign currency revaluation losses (or gains); acquisition expenses; and losses (or gains) from the sale of investments.

 

EBITDA, Adjusted EBITDA, and net income per share attributable to the Company, excluding adjustments, as defined by the Company, may not be similar to EBITDAsimilarly named measures forof other companies. Such

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measures are not considered measurements under GAAP, and should be considered in addition to, but not as substitutes for, the information contained in the Company’s Consolidated Statementsstatements of Income.income.

 

45

The following tables show the calculation of EBITDA and Adjusted EBITDA:

Consolidated results (in thousands)
    
Years ended December 31, 2016 2015 2014
Operating income (GAAP) $91,776  $63,895  $71,360 
Interest, taxes, other income/expense (38,964) (6,630) (29,611)
Net income (GAAP) 52,812  57,265  41,749 
Interest expense, net 13,464  9,984  10,713 
Income tax expense/(benefit) 25,454  (5,787) 25,751 
Depreciation and amortization 67,461  60,114  64,292 
EBITDA (non-GAAP) 159,191  121,576  142,505 
Restructuring and other, net 8,376  23,846  5,759 
Foreign currency revaluation (gains)/losses (3,913) (3,594) (10,310)
Acquisition expenses 5,367  -  - 
Gain on insurance recovery -  -  (1,126)
Gain on sale of investment -  (872) - 
Pension settlement charge -  -  8,190 
Pretax (income)/loss attributable to noncontrolling interest in ASC (125) 20  (211)
Adjusted EBITDA (non-GAAP) $168,896  $140,976  $144,807 

 

 (in thousands)(in thousands)
    
Year ended December 31, 2016 Machine Clothing  Albany Engineered Composites  Corporate expenses and other  Total Company 
Operating income/(loss) (GAAP) $152,529  ($15,363) ($45,390) $91,776 
Consolidated results         
Years ended December 31, 2018  2017  2016 
Operating income (GAAP) $137,408  $78,676  $94,132 
Interest, taxes, other income/expense       (38,964) (38,964) (54,389) (46,091) (41,320)
Net income (GAAP) 152,529  (15,363) (84,354) 52,812  83,019  32,585  52,812 
Interest expense, net -  -  13,464  13,464  18,124  17,091  13,464 
Income tax expense -  -  25,454  25,454  32,228  22,123  25,454 
Depreciation and amortization 36,428  24,211  6,822  67,461  79,036  71,956  67,461 
EBITDA (non-GAAP) 188,957  8,848  (38,614) 159,191  212,407  143,755  159,191 
Restructuring and other, net 6,069  2,314  (7) 8,376  15,570  13,491  8,376 
Foreign currency revaluation (gains)/losses (404) 16  (3,525) (3,913) (341) 8,761  (3,913)
Acquisition expenses -  5,367  -  5,367  -  -  5,367 
Pretax income attributable to noncontrolling interest in ASC -  (125) -  (125)
Pension settlement/curtailment 1,494  -  - 
Write-off of inventory in a discontinued product line -  2,800  - 
Pretax (income)/loss attributable to noncontrolling interest in ASC (197) 567  (125)
Adjusted EBITDA (non-GAAP) $194,622  $16,420  ($42,146) $168,896  $228,933  $169,374  $168,896 

 

4346

  (in thousands)  
     
Year ended December 31, 2015 Machine Clothing  Albany Engineered Composites  Corporate expenses and other  Total Company 
Operating income/(loss) (GAAP) $141,311  ($28,478)(a) ($48,938) $63,895 
Interest, taxes, other income/expense -  -  (6,630) (6,630)
Net income (GAAP) 141,311  (28,478) (55,568) 57,265 
Interest expense, net -  -  9,984  9,984 
Income tax benefit -  -  (5,787) (5,787)
Depreciation and amortization 39,503  12,140  8,471  60,114 
EBITDA (non-GAAP) 180,814  (16,338) (42,900) 121,576 
Restructuring and other, net 22,211  -  1,635  23,846 
Foreign currency revaluation (gains)/losses (5,075) (17) 1,498  (3,594)
Gain on sale of investment -  -  (872) (872)
Pretax loss attributable to noncontrolling interest in ASC -  20  -  20 
Adjusted EBITDA (non-GAAP) $197,950  ($16,335) ($40,639) $140,976 
             
  (in thousands)
             
Year ended December 31, 2018 Machine
Clothing
  Albany
Engineered
Composites
  Corporate
expenses
and other
  Total
Company
 
Operating income/(loss) (GAAP) $169,836  $16,647  $(49,075) $137,408 
Interest, taxes, other income/expense -  -  (54,389) (54,389)
Net income (GAAP) 169,836  16,647  (103,464) 83,019 
Interest expense, net -  -  18,124  18,124 
Income tax expense -  -  32,228  32,228 
Depreciation and amortization 30,813  43,205  5,018  79,036 
EBITDA (non-GAAP) 200,649  59,852  (48,094) 212,407 
Restructuring expenses, net 12,278  3,048  244  15,570 
Foreign currency revaluation (gains)/losses (826) 547  (62) (341)
Pension settlement/curtailment charge -  -  1,494  1,494 
Pretax income attributable to noncontrolling interest in ASC -  (197) -  (197)
Adjusted EBITDA (non-GAAP) $212,101  $63,250  $(46,418) $228,933 
             
  (in thousands)
             
Year ended December 31, 2017 Machine
Clothing
  Albany
Engineered
Composites
  Corporate
expenses
and other
  Total
Company
 
Operating income/(loss) (GAAP) $153,980  $(31,657)(a) $(43,647) $78,676 
Interest, taxes, other income/expense -  -  (46,091) (46,091)
Net income (GAAP) 153,980  (31,657) (89,738) 32,585 
Interest expense, net -  -  17,091  17,091 
Income tax expense -  -  22,123  22,123 
Depreciation and amortization 33,527  33,533  4,896  71,956 
EBITDA (non-GAAP) 187,507  1,876  (45,628) 143,755 
Restructuring expenses, net 3,429  10,062  -  13,491 
Foreign currency revaluation losses 3,903  214  4,644  8,761 
Write-off of inventory in a discontinued product line -  2,800  -  2,800 
Pretax loss attributable to noncontrolling interest in ASC -  567  -  567 
Adjusted EBITDA (non-GAAP) $194,839  $15,519  $(40,984) $169,374 
             
(a) Includes charge of $15.8 million related to revisions in the estimated profitability of two long-term contracts.

(a) Includes charge of $14.0 million related to BR 725 program47

 

  (in thousands)  
     
Year ended December 31, 2014 Machine Clothing  Albany Engineered Composites  Corporate expenses and other  Total Company 
Operating income/(loss) (GAAP) $136,450  ($10,483) ($54,607) $71,360 
Interest, taxes, other income/expense -  -  (29,611) (29,611)
Net income (GAAP) 136,450  (10,483) (84,218) 41,749 
Interest expense, net -  -  10,713  10,713 
Income tax expense -  -  25,751  25,751 
Depreciation and amortization 45,066  10,880  8,346  64,292 
EBITDA (non-GAAP) 181,516  397  (39,408) 142,505 
Restructuring and other, net 4,828  931  -  5,759 
Foreign currency revaluation gains (3,921) (15) (6,374) (10,310)
Gain on insurance recovery -  -  (1,126) (1,126)
Pension settlement charge -  -  8,190  8,190 
Pretax income attributable to noncontrolling interest in ASC -  (211) -  (211)
Adjusted EBITDA (non-GAAP) $182,423  $1,102  ($38,718) $144,807 
  (in thousands)
   
Year ended December 31, 2016 Machine
Clothing
  Albany
Engineered
Composites
  Corporate
expenses
and other
  Total
Company
 
Operating income/(loss) (GAAP) $152,505  $(15,363) $(43,010) $94,132 
Interest, taxes, other income/expense -  -  (41,320) (41,320)
Net income (GAAP) 152,505  (15,363) (84,330) 52,812 
Interest expense, net -  -  13,464  13,464 
Income tax expense -  -  25,454  25,454 
Depreciation and amortization 36,428  24,211  6,822  67,461 
EBITDA (non-GAAP) 188,933  8,848  (38,590) 159,191 
Restructuring and other, net 6,069  2,314  (7) 8,376 
Foreign currency revaluation (gains)/losses (404) 16  (3,525) (3,913)
Acquisition expenses -  5,367  -  5,367 
Pretax income attributable to noncontrolling interest in ASC -  (125) -  (125)
Adjusted EBITDA (non-GAAP) $194,598  $16,420  $(42,122) $168,896 

 

The Company discloses certain income and expense items on a per-share basis. The Company believes that such disclosures provide important insight into the underlying earnings and are financial performance metrics commonly used by investors. The Company calculates the per-share amount for items included in continuing operations by using the income tax rate based on income from continuing operations and the weighted-average number of shares outstanding for each period. Year-to-date earnings per-share effects wereare determined by adding the amounts calculated at each reporting period.

44

The following tables show the earnings per share effect of certain income and expense items:

  (in thousands, except per share amounts)
  Pre tax Tax After tax Per Share
Year ended December 31, 2016 Amounts Effect Effect Effect
Restructuring and other, net $8,376  $3,220  $5,156  $0.16 
Foreign currency revaluation gains 3,913  1,389  2,524  0.07 
Acquisition expenses 5,367  1,933  3,434  0.11 
Loss due to theft 2,506  877  1,629  0.05 
Net discrete income tax benefit -  2,175  2,175  0.07 

 

  (in thousands, except per share amounts)
  Pre tax Tax After tax Per Share
Year ended December 31, 2015 Amounts Effect Effect Effect
Restructuring and other, net $23,846  $8,434  $15,412  $0.48 
Foreign currency revaluation gains 3,594  1,422  2,172  0.07 
Gain on sale of investment 872  331  541  0.02 
Net discrete income tax benefit -  22,174  22,174  0.69 
Charge for revision in estimated contract profitability 14,000  5,180  8,820  0.28 
  (in thousands, except per share amounts)
  Pre tax  Tax  After tax  Per Share 
Year ended December 31, 2018 Amounts  Effect  Effect  Effect 
Restructuring expenses, net $15,570  $4,904  $10,666  $0.34 
Foreign currency revaluation gains 341  (3) 344  0.01 
Pension settlement/curtailment charge 1,494  348  1,146  0.04 
Net discrete income tax benefit -  3,816  3,816  0.12 
Favorable effect of applying ASC 606 3,325  1,006(a) 2,319  0.07 
             

(a) includes tax and noncontrolling interest effects

 

48

 

         
  (in thousands, except per share amounts)
  Pre tax Tax After tax Per Share
Year ended December 31, 2014 Amounts Effect Effect Effect
Restructuring and other, net $5,759 $2,015 $3,744 $0.12
Foreign currency revaluation gains 10,310 3,535 6,775 0.21
Gain on insurance recovery 1,126 - 1,126 0.04
Pension settlement charge 8,190 3,194 4,996 0.16
Net discrete income tax charges - 3,242 3,242 0.10

  (in thousands, except per share amounts)
  Pre tax  Tax  After tax  Per Share 
Year ended December 31, 2017 Amounts  Effect  Effect  Effect 
Restructuring expenses, net $13,491  $4,768  $8,723  $0.27 
Foreign currency revaluation losses 8,761  3,107  5,654  0.18 
Write-off of inventory in a discontinued product line 2,800  1,036  1,764  0.05 
Net discrete income tax charge -  4,602  4,602  0.14 
Charge for revision to estimated profitability of AEC contracts 15,821  5,854  9,967  0.31 
   
  (in thousands, except per share amounts)
  Pre tax  Tax  After tax  Per Share 
Year ended December 31, 2016 Amounts  Effect  Effect  Effect 
Restructuring and other, net $8,376  $3,220  $5,156  $0.16 
Foreign currency revaluation gains 3,913  1,389  2,524  0.07 
Acquisition expenses 5,367  1,933  3,434  0.11 
Loss due to theft 2,506  877  1,629  0.05 
Net discrete income tax benefit -  2,175  2,175  0.07 

 

The following table contains the calculation of net income per share attributable to the Company, excluding adjustments:

  Per share amounts (Basic)
Years ended December 31, 2016 2015 2014
Net income attributable to the Company $1.64  $1.79(a) $1.31 
Adjustments:         
Restructuring expenses, net 0.16  0.48  0.12 
Discrete tax (benefits)/charges (0.07) (0.69) 0.10 
Foreign currency revaluation (gains)/losses (0.07) (0.07) (0.21)
Gain on insurance recovery -  -  (0.04)
Gain on sale of investment    (0.02) - 
Pension settlement charge -  -  0.16 
Acquisition expenses 0.11  -  - 
Net income attributable to the Company, excluding adjustments $1.77  $1.49  $1.44 
          

  Per share amounts (Basic)
Years ended December 31, 2018  2017 (a) 2016 
Net income attributable to the Company $2.57  $1.03  $1.64 
Adjustments:         
Restructuring expenses, net 0.34  0.27  0.16 
Discrete tax charges/(benefits) (0.12) 0.14  (0.07)
Foreign currency revaluation (gains)/losses (0.01) 0.18  (0.07)
Write-off of inventory in a discontinued product line -  0.05  - 
Pension settlement/curtailment charge 0.04  -  - 
Acquisition expenses -  -  0.11 
Net income attributable to the Company, excluding adjustments $2.82  $1.67  $1.77 

(a) includes a charge of $0.28 related to BR 725 program$0.31 per share for revisions in the estimated profitability of two AEC contracts

45

The following table contains the calculation of net debt:

  (in thousands)
As of December 31, 2016 2015 2014
Notes and loans payable $312  $587  $661 
Current maturities of long-term debt 51,666  16  50,015 
Long-term debt 432,918  265,080  222,096 
Total debt 484,896  265,683  272,772 
Cash 181,742  185,113  179,802 
Net debt $303,154  $80,570  $92,970 

  (in thousands)
As of December 31, 2018  2017  2016 
Notes and loans payable $-  $262  $312 
Current maturities of long-term debt 1,224  1,799  51,666 
Long-term debt 523,707  514,120  432,918 
Total debt 524,931  516,181  484,896 
Cash and cash equivalents 197,755  183,727  181,742 
Net debt $327,176  $332,454  $303,154 

49

Item 7a.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Item 7a.           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have market risk with respect to foreign currency exchange rates and interest rates. The market risk is the potential loss arising from adverse changes in these rates as discussed below.

Foreign Currency Exchange Rate Risk

We have manufacturing plants and sales transactions worldwide and therefore are subject to foreign currency risk. This risk is composed of both potential losses from the translation of foreign currency financial statements and the remeasurement of foreign currency transactions. To manage this risk, we periodically enter into forward exchange contracts either to hedge the net assets of a foreign investment or to provide an economic hedge against future cash flows. The total net assets of non-U.S. operations and long-term intercompany loans denominated in nonfunctional currencies subject to potential loss amount to approximately $406.9$531.4 million. The potential loss in fair value resulting from a hypothetical 10%10 percent adverse change in quoted foreign currency exchange rates amounts to $40.7$53.1 million. Furthermore, related to foreign currency transactions, we have exposure to various nonfunctional currency balances totaling $72.9$72.2 million. This amount includes, on an absolute basis, exposures to assets and liabilities held in currencies other than our local entity’s functional currency. On a net basis, we had $46.6$37.4 million of foreign currency assets as of December 31, 2016.2018. As currency rates change, these nonfunctional currency balances are revalued, and the corresponding adjustment is recorded in the income statement. A hypothetical change of 10%10 percent in currency rates could result in an adjustment to the income statement of approximately $4.7$3.7 million. Actual results may differ.

Interest Rate Risk

We are exposed to interest rate fluctuations with respect to our variable rate debt, depending on general economic conditions.

On December 31, 2016,2018, we had the following variable rate debt:

 
(in thousands, except interest rates)
Short-term debt   
Notes payable, end of period(in thousands, except interest rate of 1.590%rates) $312 
Long-term debt
   
Credit agreement with borrowings outstanding, net of fixed rate portion, at an end of period interest rate of 2.162%3.882% in 2016,2018, due in 20212022 118,000$149,000
    
Total $118,312$149,000

 

Assuming borrowings were outstanding for an entire year, an increase of one percentage point in weighted average interest rates would increase/decrease interest expense by $1.2$1.5 million. To manage interest rate risk, we may periodically enter into interest rate swap agreements to effectively fix the interest rates on variable debt to a specific rate for a period of time. (See Note 1518 to the Consolidated Financial Statements in Item 8, which is incorporated herein by reference)8).

4650

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Reports of Independent Registered Public Accounting Firm

Consolidated Statements of Income for the years ended

December 31, 2016, 2015, and 2014

Consolidated Statements of Comprehensive Income/(Loss) for the years ended

December 31, 2016, 2015, and 2014

Consolidated Balance Sheets as of December 31, 2016 and 2015

Consolidated Statements of Cash Flows for the years ended

December 31, 2016, 2015, and 2014

Reports of Independent Registered Public Accounting Firm52
Consolidated Statements of Income for the years ended December 31, 2018, 2017, and 201654
Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017, and 201655
Consolidated Balance Sheets as of December 31, 2018 and 201756
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017, and 201657
Notes to Consolidated Financial Statements58

 

47


Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors and Shareholders of Albany International Corp.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Albany International Corp. and subsidiaries (Albany International Corp.)(the Company) as of December 31, 20162018 and 2015,2017, and the related consolidated statements of income, comprehensive income/(loss),income, and cash flows for each of the years in the three-year period ended December 31, 2016. In connection with our audits of2018, and the consolidated financial statements, we also have auditedrelated notes and the financial statement schedule ofII - valuation and qualifying accounts. Theseaccounts (collectively, the consolidated financial statements and financial statement schedule are the responsibility of Albany International Corp.’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States)statements). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Albany International Corp.the Company as of December 31, 20162018 and 2015,2017, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2016,2018, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), Albany International Corp.’sthe Company’s internal control over financial reporting as of December 31, 2016,2018, based on criteria established inInternal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 1, 2017,14, 2019 expressed an adverse opinion on the effectiveness of Albany International Corp.’sthe Company’s internal control over financial reporting.

 

Change in Accounting Principle

As discussed in Notes 1 and 2 to the consolidated financial statements, the Company changed its method of accounting for revenue in 2018 due to the adoption of Accounting Standards Update No. 2014-09,Revenue from Contracts with Customers.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated 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 Company 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 consolidated 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 consolidated 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 consolidated 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 consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ KPMG LLP

We have served as the auditor of Albany International Corp. since 2014.

Albany, New York
March 1, 201714, 2019

48


Report of Independent Registered Public Accounting Firm

 

The Shareholders and Board of Directors and Shareholders of Albany International Corp.:

Opinion on Internal Control Over Financial Reporting

 

We have audited Albany International Corp. and subsidiaries’ (Albany International Corp.)(the Company) internal control over financial reporting as of December 31, 2016,2018, based on criteria established inInternal Control - Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, because of the effect of the material weakness, described below, on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2018, based on criteria established inInternal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Albany International Corp.’sCommission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2018 and 2017, the related consolidated statements of income, comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2018, and the related notes and the financial statement schedule II - valuation and qualifying accounts (collectively, the consolidated financial statements), and our report dated March 14, 2019 expressed an unqualified opinion on those consolidated financial statements.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. A material weakness related to ineffective controls over the implementation of the systems development plan related to certain point-in-time revenue transactions and ineffective reconciliation controls over the unbilled accounts receivable and inventory accounts, both attributable to ineffective risk assessment procedures, has been identified and included in management’s assessment. The material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2018 consolidated financial statements, and this report does not affect our report on those consolidated financial statements.

Basis for Opinion

The Company’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 Report on Internal Control over Financial Reporting (Item 9A). Our responsibility is to express an opinion on Albany International Corp.’sthe Company’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 Company 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 Public Company Accounting Oversight Board (United States).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 of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included 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 controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Material weaknesses related to ineffective controls associated with the establishment of reporting lines, appropriate authorities, responsibilities and monitoring activities for financial reporting processes and internal controls at a foreign


sales location and certain other foreign locations; ineffective controls associated with the assignment of banking signatory authorities, limits and responsibilities at a foreign sales location and certain other foreign locations; a lack of effective written entity and process level controls over initiation, authorization, processing and recording of transactions and safeguarding of assets managed by a third party service provider at a foreign sales location; and ineffective management review controls over the assessment of a potential reserve for a loss contract due to a failure to understand and document the design requirements and operation of an effective management review control have been identified and included in management’s assessment.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Albany International Corp. as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income/(loss), and cash flows for each of the years in the three-year period ended December 31, 2016. These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of those consolidated financial statements, and this report does not affect our report dated March 1, 2017, which expressed an unqualified opinion on those consolidated financial statements.

In our opinion, because of the effect of the aforementioned material weaknesses on the achievement of the objectives of the control criteria, Albany International Corp. has not maintained effective internal control over financial reporting as of December 31, 2016, based on criteria established inInternal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Management excluded from its assessment of the effectiveness of Albany International Corp.’s internal control over financial reporting as of December 31, 2016 the internal control over financial reporting related to the acquired business of Albany Aerostructures Composites, LLC associated with total assets of $252.5 million (of which $137.5 million represents goodwill and intangibles included within the scope of the assessment) and total revenues of $67.0 million included in the consolidated financial statements of Albany International Corp. as of and for the year ended December 31, 2016. Our audit of internal control over financial reporting of Albany International Corp. also excluded an evaluation of the internal control over financial reporting of Albany Aerostructures Composites, LLC.

 

/s/ KPMG LLP

Albany, New York

March 1, 201714, 2019

5053

Albany International Corp.


Consolidated Statements of Income


For the years ended December 31,


(in thousands, except per share amounts)

 

 201620152014
    
Net sales$779,839$709,868$745,345
Cost of goods sold479,271431,182453,710
     Gross profit300,568278,686291,635
    
Selling, general and administrative expenses160,112146,192147,198
Technical, product engineering, and research expenses40,30444,75359,128
Restructuring and other, net8,376          23,846            5,759
Pension settlement expense                    -                   -            8,190
      Operating income91,77663,89571,360
    
Interest income(2,077)(1,857)(1,541)
Interest expense15,54111,84112,254
Other expense/(income), net                 46            2,433           (6,853)
      Income before income taxes78,26651,47867,500
    
Income tax expense/(benefit)25,454(5,787)25,751
Net income52,81257,26541,749
Net income/(loss) attributable to the noncontrolling interest                 79               (14)               180
Net income attributable to the Company$52,733$57,279$41,569
    
    
Earnings per share attributable to Company shareholders - Basic$1.64$1.79$1.31
    
Earnings per share attributable to Company shareholders - Diluted$1.64$1.79$1.30
    
Dividends declared per share, Class A and Class B$0.68$0.67$0.63
    

The accompanying notes are an integral part of the consolidated financial statements.

51

Albany International Corp.

Consolidated Statements of Comprehensive Income/(Loss)

For the years ended December 31,

(in thousands)

  2016 2015 2014
Net income $52,812  $57,265  $41,749 
 Other comprehensive income/(loss), before tax:         
        Foreign currency translation adjustments (23,967) (51,177) (54,850)
        Pension/postretirement settlements and curtailments 51  103  8,377 
        Pension/postretirement plan remeasurement (5,498) (700) (14,707)
        Amortization of pension liability adjustments:         
           Prior service credit (4,450) (4,440) (4,436)
           Net actuarial loss 5,102  5,932  5,329 
        Payments related to interest rate swaps included in earnings 2,400  1,988  1,914 
        Derivative valuation adjustment 1,297  (2,961) (1,724)
          
 Income taxes related to items of other comprehensive income/(loss):         
        Pension/postretirement settlements and curtailments (6) -  (3,210)
        Pension/postretirement plan remeasurement 1,104  78  5,442 
        Amortization of pension liability adjustments 27  (270) (330)
        Payments related to interest rate swaps included in earnings (912) (755) (746)
        Derivative valuation adjustment (493) 1,125  672 
Comprehensive income/(loss) 27,467  6,188  (16,520)
 Comprehensive income/(loss) attributable to the noncontrolling interest 77  (9) 178 
Comprehensive income/(loss) attributable to the Company $27,390  $6,197  ($16,698)

The accompanying notes are an integral part of the consolidated financial statements.

52

Albany International Corp.

Consolidated Balance Sheets

At December 31,

(in thousands, except share data)

  2016 2015
       
Assets      
Current assets:      
Cash and cash equivalents $181,742  $185,113 
Accounts receivable, net 171,193  146,383 
Inventories 133,906  106,406 
Income taxes prepaid and receivable 5,213  2,927 
Asset held for sale -  4,988 
Prepaid expenses and other current assets 9,251  6,243 
      Total current assets 501,305  452,060 
       
Property, plant and equipment, net 422,564  357,470 
Intangibles, net 66,454  154 
Goodwill 160,375  66,373 
Income taxes receivable and deferred 68,865  108,945 
Contract receivables 14,045  - 
Other assets 29,825  24,560 
      Total assets $1,263,433  $1,009,562 
       
Liabilities      
Current liabilities:      
Notes and loans payable $312  $587 
Accounts payable 43,305  26,753 
Accrued liabilities 95,195  91,785 
Current maturities of long-term debt 51,666  16 
Income taxes payable 9,531  7,090 
      Total current liabilities 200,009  126,231 
       
Long-term debt 432,918  265,080 
Other noncurrent liabilities 106,827  101,544 
Deferred taxes and other liabilities 12,389  14,154 
      Total liabilities 752,143  507,009 
       
Commitments and Contingencies      
       
Shareholders' Equity      
 Preferred stock, par value $5.00 per share; authorized 2,000,000 shares; none issued -  - 
 Class A Common Stock, par value $.001 per share; authorized 100,000,000 shares; issued 37,319,266 in 2016 and 37,238,913 in 2015 37  37 
 Class B Common Stock, par value $.001 per share; authorized 25,000,000 shares; issued and outstanding 3,233,998 in 2016 and 3,235,048  in 2015 3  3 
Additional paid-in capital 425,953  423,108 
Retained earnings 522,855  491,950 
Accumulated items of other comprehensive income:      
     Translation adjustments (133,298) (108,655)
     Pension and postretirement liability adjustments (51,719) (48,725)
     Derivative valuation adjustment 828  (1,464)
Treasury stock (Class A), at cost; 8,443,444 shares in 2016 and 8,455,293 shares in 2015 (257,136) (257,391)
          Total Company shareholders' equity 507,523  498,863 
Noncontrolling interest 3,767  3,690 
Total Equity 511,290  502,553 
          Total liabilities and shareholders' equity $1,263,433  $1,009,562 
       

The accompanying notes are an integral part of the consolidated financial statements.

53

Albany International Corp.

Consolidated Statements of Cash Flows

For the years ended December 31,

(in thousands)

  2016 2015 2014
          
Operating Activities         
Net income $52,812  $57,265  $41,749 
Adjustments to reconcile net income to net cash provided by operating activities:         
   Depreciation 58,106  52,974  56,575 
   Amortization 9,355  7,140  7,717 
   Change in other noncurrent liabilities (6,504) 2,159  (12,246)
   Change in deferred taxes and other liabilities 5,889  (29,517) 1,521 
   Provision for write-off of property, plant and equipment 2,778  867  1,915 
   Fair value adjustment on available-for-sale assets -  3,212  - 
   Gain on disposition or involuntary conversion of assets -  (1,056) (1,126)
   Excess tax benefit of options exercised (150) (624) (201)
   Non-cash interest expense 564  -  - 
   Write-off of pension liability adjustment due to settlement 51  103  8,331 
   Compensation and benefits paid or payable in Class A Common Stock 2,433  1,707  1,384 
Changes in operating assets and liabilities that provide/(use) cash, net of impact of business acquisition:         
   Accounts receivable (12,697) (404) (6,564)
   Inventories (12,520) (8,277) (744)
   Prepaid expenses and other current assets (2,595) 1,253  1,318 
   Income taxes prepaid and receivable (2,206) (3,156) 2,566 
   Contract receivable (14,045) -  - 
   Accounts payable 2,108  (6,001) 640 
   Accrued liabilities 1,312  2,081  (11,042)
   Income taxes payable 1,398  9,072  1,535 
   Other, net (6,571) 7,139  (9,132)
   Net cash provided by operating activities 79,518  95,937  84,196 
Investing Activities         
   Purchase of business, net of cash acquired (187,000) -  - 
   Purchases of property, plant and equipment (71,244) (48,622) (58,224)
   Purchased software (2,248) (1,973) (649)
   Proceeds from sale or involuntary conversion of assets 6,939  2,797  1,126 
   Net cash used in investing activities (253,553) (47,798) (57,747)
Financing Activities         
   Proceeds from borrowings 235,907  95,126  13,396 
   Principal payments on debt (34,356) (102,215) (45,124)
   Debt acquisition costs (1,771) (1,673) - 
   Swap termination payment (5,175) -  - 
   Proceeds from options exercised 517  1,897  773 
   Excess tax benefit of options exercised 150  624  201 
   Dividends paid (21,812) (21,088) (19,729)
   Net cash provided by/(used in) financing activities 173,460  (27,329) (50,483)
Effect of exchange rate changes on cash and cash equivalents (2,796) (15,499) (18,830)
(Decrease)/increase in cash and cash equivalents (3,371) 5,311  (42,864)
Cash and cash equivalents at beginning of year 185,113  179,802  222,666 
Cash and cash equivalents at end of year $181,742  $185,113  $179,802 

  2018  2017  2016 
          
Net sales $982,479  $863,717  $779,839 
Cost of goods sold 632,730  567,434  478,555 
Gross profit 349,749  296,283  301,284 
          
Selling, general and administrative expenses 156,189  162,942  158,358 
Technical and research expenses 40,582  41,174  40,306 
Restructuring expenses, net 15,570  13,491  8,488 
Operating income 137,408  78,676  94,132 
          
Interest income (2,118) (1,511) (2,077)
Interest expense 20,242  18,602  15,541 
Other expense, net 4,037  6,877  2,402 
Income before income taxes 115,247  54,708  78,266 
          
Income tax expense 32,228  22,123  25,454 
Net income 83,019  32,585  52,812 
Net income/(loss) attributable to the noncontrolling interest 128  (526) 79 
Net income attributable to the Company $82,891  $33,111  $52,733 
          
          
Earnings per share attributable to Company shareholders - Basic $2.57  $1.03  $1.64 
          
Earnings per share attributable to Company shareholders - Diluted $2.57  $1.03  $1.64 
          
Dividends declared per share, Class A and Class B $0.69  $0.68  $0.68 
          

 

The accompanying notes are an integral part of the consolidated financial statements.

 

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Albany International Corp.
Consolidated Statements of Comprehensive Income
For the years ended December 31,
(in thousands)

  2018  2017  2016 
Net income $83,019  $32,585  $52,812 
Other comprehensive income/(loss), before tax:         
Foreign currency translation adjustments (27,383) 44,162  (23,967)
Pension/postretirement settlements and curtailments 1,494  -  51 
Pension/postretirement plan remeasurement 851  2,955  (5,498)
Amortization of pension liability adjustments:         
Prior service credit (4,454) (4,453) (4,450)
Net actuarial loss 5,175  5,439  5,102 
Payments related to interest rate swaps included in earnings (146) 1,490  2,400 
Derivative valuation adjustment 3,832  325  1,297 
          
Income taxes related to items of other comprehensive income/(loss):         
Pension/postretirement settlements and curtailments (348) -  (6)
Pension/postretirement plan remeasurement (408) (918) 1,104 
Amortization of pension liability adjustments (158) (22) 27 
Payments related to interest rate swaps included in earnings 37  (566) (912)
Derivative valuation adjustment (979) (124) (493)
Comprehensive income 60,532  80,873  27,467 
Comprehensive income/(loss) attributable to the noncontrolling interest 111  (520) 77 
Comprehensive income attributable to the Company $60,421  $81,393  $27,390 
          

The accompanying notes are an integral part of the consolidated financial statements.

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Albany International Corp.
Consolidated Balance Sheets
At December 31,
(in thousands, except per share data)

  2018  2017 
       
Assets      
Current assets:      
Cash and cash equivalents $197,755  $183,727 
Accounts receivable, net 223,176  202,675 
Contract assets 57,447  - 
Inventories 85,904  136,519 
Income taxes prepaid and receivable 7,473  6,266 
Prepaid expenses and other current assets 21,294  14,520 
Total current assets 593,049  543,707 
       
Property, plant and equipment, net 462,055  454,302 
Intangibles, net 49,206  55,441 
Goodwill 164,382  166,796 
Deferred income taxes 62,622  68,648 
Noncurrent receivables 45,061  32,811 
Other assets 41,617  39,493 
Total assets $1,417,992  $1,361,198 
       
Liabilities      
Current liabilities:      
Notes and loans payable $-  $262 
Accounts payable 52,246  44,899 
Accrued liabilities 129,030  105,914 
Current maturities of long-term debt 1,224  1,799 
Income taxes payable 6,806  8,643 
Total current liabilities 189,306  161,517 
       
Long-term debt 523,707  514,120 
Other noncurrent liabilities 88,277  101,555 
Deferred taxes and other liabilities 8,422  10,991 
Total liabilities 809,712  788,183 
       
Commitments and Contingencies      
       
Shareholders’ Equity      
Preferred stock, par value $5.00 per share; authorized 2,000,000 shares; none issued -  - 
Class A Common Stock, par value $.001 per share; authorized 100,000,000 shares; issued 37,450,329 in 2018 and 37,395,753 in 2017 37  37 
Class B Common Stock, par value $.001 per share; authorized 25,000,000 shares; issued and outstanding 3,233,998 in 2018 and 2017 3  3 
Additional paid-in capital 430,555  428,423 
Retained earnings 589,645  534,082 
Accumulated items of other comprehensive income:      
Translation adjustments (115,976) (87,318)
Pension and postretirement liability adjustments (47,109) (50,536)
Derivative valuation adjustment 4,697  1,953 
Treasury stock (Class A), at cost; 8,418,620 shares in 2018 and 8,431,335 shares in 2017 (256,603) (256,876)
Total Company shareholders’ equity 605,249  569,768 
Noncontrolling interest 3,031  3,247 
Total equity 608,280  573,015 
Total liabilities and shareholders’ equity $1,417,992  $1,361,198 

The accompanying notes are an integral part of the consolidated financial statements.

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Albany International Corp.
Consolidated Statements of Cash Flows
For the years ended December 31,
(in thousands)

  2018 2017 2016
    
Operating Activities         
Net income $83,019  $32,585  $52,812 
Adjustments to reconcile net income to net cash provided by operating activities:         
Depreciation 68,800  61,517  58,106 
Amortization 10,236  10,439  9,355 
Change in other noncurrent liabilities (5,479) (10,145) (5,232)
Change in deferred taxes and other liabilities 8,972  (1,264) 5,889 
Provision for write-off of property, plant and equipment 3,707  2,870  2,778 
Non-cash interest expense 459  660  564 
Write-off of pension liability adjustment due to settlement/curtailment 1,494  -  51 
Compensation and benefits paid or payable in Class A Common Stock 2,203  2,133  2,433 
Write-off of intangible assets in a discontinued product line -  4,149  - 
Changes in operating assets and liabilities that provided/(used) cash, net of impact of business acquisition:         
Accounts receivable (19,139) (21,859) (12,697)
Contract assets (10,267) -  - 
Inventories (968) 3,090  (12,520)
Prepaid expenses and other current assets (5,815) (4,989) (2,595)
Income taxes prepaid and receivable (1,402) (941) (2,206)
Noncurrent receivable (12,249) (18,766) (14,045)
Accounts payable 9,340  2,910  2,108 
Accrued liabilities 8,209  5,303  1,312 
Income taxes payable (824) (799) 1,398 
Other, net (7,811) (2,677) (6,571)
Net cash provided by operating activities 132,485  64,216  80,940 
Investing Activities         
Purchase of business, net of cash acquired -  -  (187,000)
Purchases of property, plant and equipment (81,579) (85,510) (71,244)
Purchased software (1,307) (2,127) (2,248)
Proceeds from sale or involuntary conversion of assets -  -  6,939 
Net cash used in investing activities (82,886) (87,637) (253,553)
Financing Activities         
Proceeds from borrowings 26,031  115,334  235,907 
Principal payments on debt (29,913) (84,047) (34,356)
Debt acquisition costs -  (2,130) (1,771)
Cash received/(paid) to settle swap agreements -  6,346  (5,175)
Proceeds from options exercised 202  597  517 
Taxes paid in lieu of share issuance (1,652) (1,364) (1,272)
Dividends paid (21,926) (21,869) (21,812)
Net cash (used in)/provided by financing activities (27,258) 12,867  172,038 
Effect of exchange rate changes on cash and cash equivalents (8,313) 12,539  (2,796)
Increase/(decrease) in cash and cash equivalents 14,028  1,985  (3,371)
Cash and cash equivalents at beginning of year 183,727  181,742  185,113 
Cash and cash equivalents at end of year $197,755  $183,727  $181,742 

The accompanying notes are an integral part of the consolidated financial statements.

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1. Accounting Policies

Basis of Consolidation

The consolidated financial statements include the accounts of Albany International Corp. and its subsidiaries (the Company, Albany, we, us, or our) after elimination of intercompany transactions. We have a 50%50 percent interest in an entity in Russia. The consolidated financial statements include our original investment in the entity, plus our share of undistributed earnings or losses, in the account “Other Assets.”

The Company owns 90 percent of the common equity of Albany Safran Composites, LLC (ASC) which is reported within the Albany Engineered Composites (AEC) segment. Additional information regarding that entity is included in Note 10.

Estimates

The preparation of the consolidated 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 at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used in accounting for, among other things, revenue recognition, contract profitability, allowances for doubtful accounts, rebates and sales allowances, inventory allowances, pension benefits, goodwill and intangible assets, contingencies, income tax related balances, and other accruals. Our estimates are based on historical experience and on various other assumptions, which are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may differ from those estimates. Estimates and assumptions are reviewed periodically, and the effects of any revisions are reflected in the consolidated financial statements in the period they are determined to be necessary.

Revenue Recognition

Effective January 1, 2018, the Company adopted the provisions of ASC 606,Revenue from contracts with customers, using the modified retrospective (or cumulative effect) method for transition. Under this transition method, periods prior to 2018 have not been restated and the cumulative effect of initially applying the new standard was recorded as an adjustment to Retained earnings at January 1, 2018. The standard replaces numerous requirements in U.S. GAAP, including industry-specific requirements, and provides companies with a single model for recognizing revenue from contracts with customers. We record salesapplied the new accounting standard to contracts which were not completed by December 31, 2017.

In our Machine Clothing (MC) business segment, prior to 2018, we recorded revenue from the sale of a product when persuasive evidence of an arrangement exists,existed, delivery hashad occurred, title has beenwas transferred, the selling price iswas fixed, and collectability iswas reasonably assured. We includeUnder the new standard, we recognize MC revenue when we satisfy our performance obligations related to the manufacture and delivery of a product, which, in revenue any amounts invoiced for shipping and handling. The timingcertain cases, results in earlier recognition of revenue recognitionassociated with these contracts.

In our Albany Engineered Composites (AEC) business segment, revenue from a number of long-term contracts was, prior to 2018, recorded on the basis of the units-of-delivery method, which is dependent uponconsidered an output method. Under the contractual arrangement with customers. These arrangements, which may include provisions for transfer of title and guarantees of workmanship, are specific to each customer. Somenew standard, revenue from most of these contracts provide for a transferis recognized over time using an input method as the measure of title upon delivery, or upon reaching a specific date, while other contracts provide for title transferprogress, which generally results in earlier recognition of revenue. Prior to occur upon consumptionadoption of the product.new standard, the classification of revenue in excess of progress billings on long-term contracts was included in Accounts receivable. Under the new standard, such assets are considered Contract assets, which are rights to consideration that are conditional on something other than the passage of time, such as completion of remaining performance obligations. As a result of adoption of the new standard, such assets were reclassified at transition from Accounts receivable to Contract assets. In addition, under the new standard, we are required to limit our

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estimate of contract values to the period of the legally enforceable contract, which in many cases is considerably shorter than the contract period used under the former standard. While certain contracts are expected to be profitable over the course of the program life when including expected renewals, under the new standard, our estimate of contract revenues and costs is limited to the estimated value of enforceable rights and obligations, excluding anticipated renewals. In some cases, this shorter contract period may result in a loss contract provision at contract inception. Expected losses on projects include losses on contract options that are probable of exercise, excluding profitable options that often follow.

Significant changes to our accounting policies as a result of adopting the new standard are set forth in Note 2.

Products and services provided under long-term contracts represent a significant portion of sales in the Albany Engineered Composites segment. We have a contract with a major customer for which revenue is recognized under a cost plus fixed fee arrangement.cost-plus-fee agreement. We also have fixed price long-term contracts, for which we use the percentage of completion method (actual cost to estimated cost, or units of delivery). Accounting for long-term contractscost) method. That method requires significant judgment and estimation, which could be considerably different if the underlying circumstances were to change. When adjustments in estimated contract revenues or costs are required, any changes from prior estimates are included in earnings in the period the change occurs. In 2015,the fourth quarter of 2018, we had both favorable and unfavorable adjustments to the estimated profitability on long-term contracts that had a net effect of reducing gross profit by $1.5 million. The unfavorable adjustment was a charge of $4.0 million due to ramp-up inefficiencies on a key program. We also recorded a 2017 charge of $4.0 million for ramp-up inefficiencies. The favorable adjustment in the fourth quarter of 2018 resulted from a reduction to the estimated loss on a long-term contract that resulted from a better-than-expected ramp-up on a different program. In the second quarter of 2017, we recorded a $15.8 million charge to Cost of $14.0 milliongoods sold related to revisions on estimated profitability of our BR 725 contract. That chargeBR725 and A380 programs, which included the write-off of $10.9$4.0 million of deferred contractprogram inventory costs and a reserve of $3.1$11.8 million for additional anticipated losses. Later in 2017, we amended a long-term agreement with a licensor for the A380 program that resulted in a reduction to Cost of goods sold of $4.9 million. Changes in estimates on contracts other contractsthan the profitability changes noted above, decreased gross profit by $0.5 million in 2018, decreased gross profit by $0.6 million in 2017, and increased gross profit by $1.5 million in 2016, increased gross profit by $0.4 million in 2015, and reduced gross profit by $0.6 million in 2014.2016. For contracts with anticipated losses, at completion, a provision for the entire amount of the estimated remaining loss is charged against income in the period in which the loss becomes known. Contract losses are determined considering all direct and indirect contract costs, exclusive of any selling, general or administrative cost allocations, thatwhich are treated as period expenses.

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For programs in which we use the units of delivery method, there are generally two phases: a phase during which the production part is designed and tested, and a phase of supplying production parts. Certain costs are capitalized during the first phase, such as costs for engineering, equipment, and inventory, where recovery is probable. Revenue is recognized during the second phase, as parts are delivered. Accumulated capitalized costs are written off when those costs are determined to be unrecoverable.

We limit the concentration of credit risk in receivables by closely monitoring credit and collection policies. We record allowances for sales returns as a deduction in the computation of net sales. Such provisions are recorded on the basis of written communication with customers and/or historical experience. Any value added taxes that are imposed on sales transactions are excluded from net sales.

Cost of Goods Sold

Cost of goods sold includes the cost of materials, provisions for obsolete inventories, labor and supplies, shipping and handling costs, depreciation of manufacturing facilities and equipment, purchasing, receiving, warehousing, and other expenses. Cost of goods sold also includes provisions for loss contracts and charges for the write-off of inventories that result from an exit activity.

Selling, General, Administrative, Technical, Product Engineering, and Research Expenses

Selling, general, administrative, technical, and product engineeringtechnical expenses are primarily comprised of wages, benefits, travel, professional fees, revaluation of trade foreign currency balances, and other costs, and are expensed as incurred. Selling expense includes provisions for bad debts and costs related to contract acquisition. Research expenses are charged to operations as incurred and consist primarily of compensation, supplies, and professional fees incurred in connection with intellectual property. Total Companycompany research expense was $29.8 million in 2018, $30.7 million in 2017, and $28.8 million in 2016, $31.7 million in 2015, and $32.4 million in 2014.2016.

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The Albany Engineered Composites segment participates in both Company-sponsored,company-sponsored, and customer-funded research and development. Some customer-funded research and development may be on a cost-sharing basis and considered to be a collaborative arrangement, in which case both parties are active participants and are exposed to the risks and rewards dependent on the success of the activity. In such cases, amounts charged to the customer are credited against research and development expense. Expenses were reduced by $0.4 million in 2014 as a result of such arrangements, whileWhile no such arrangements existed during the last three years, we may enter into such arrangements in 2015 or 2016.the future. For customer-funded research and development in which we anticipate funding to exceed expenses, we include amounts charged to the customer in Net sales, while expenses are included in Cost of goods sold.

Restructuring Expense

We may incur expenses related to restructuring of our operations, which could include employee termination costs, costs to consolidate or close facilities, or costs to terminate contractual relationships. Restructuring expenses may also include impairment of Property, plant and equipment, as described below.below under “Property, Plant and Equipment”. Employee termination costs include the severance pay and social costs for periods after employee service is completed. Termination costs related to an ongoing benefit arrangement are recognized when the amount becomes probable and estimable. Termination costs related to a one-time benefit arrangement are recognized at the communication date to employees. Costs related to contract termination, relocation of employees, outplacement and the consolidation or the closure of facilities, are recognized when incurred.

Income Taxes

Deferred income taxes are recognized for the tax consequences of temporary differences and tax attributes by applying enacted statutory tax rates applicable for future years to differences between existing assets and liabilities for financial reporting and income tax return purposes. The effect of tax rate changes on deferred taxes is recognized in the income tax provision in the period that includes the enactment date. A valuation allowance is established, as needed, to reduce net deferred tax assets to the amount expected to be realized. In the event it becomes more likely than not that some or all of the deferred tax asset valuation allowances will not be needed, the valuation allowance will be adjusted.

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In the ordinary course of business there is inherent uncertainty in quantifying our income tax positions. We assess our income tax positions and record tax benefits for all years subject to examination based upon management'smanagement’s evaluation of the facts, circumstances, and information available at the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, we have determined the amount of the tax benefit to be recognized by estimating the largest amount of tax benefit that has a greater than 50%50 percent likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is not more-likely-than-not that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements. Where applicable, associated interest and penalties have also been recognized. We recognize accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense.

Earnings Per Share

Net

Basic net income or loss per share is computed using the weighted average number of shares of Class A Common Stock and Class B Common Stock outstanding during each year. Diluted net income per share includes the effect of all potentially dilutive securities. If we report a net loss from continuing operations, the diluted loss is equal to the basic earnings per share calculation.

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Translation of Financial Statements

Assets and liabilities of non-U.S. operations are translated at year-end rates of exchange, and the income statementsstatement accounts are translated at average exchange rates. Gains or losses resulting from translating non-U.S. currency financial statements into U.S. dollars are recorded in other comprehensive income and accumulated in Shareholders’ equity in the caption “Translation adjustments”.

Selling, general, and administrative expenses include foreign currency gains and losses resulting from third party balances, such as receivables and payables, which are denominated in a currency other than the entity’s localfunctional currency. Gains or losses resulting from cash and short-term intercompany loans and balances denominated in a currency other than the entity’s localfunctional currency, and foreign currency options are generally included in Other expense/(income),expense, net. Gains and losses on long-term intercompany loans not intended to be repaid in the foreseeable future are recorded in other comprehensive income. There were no such intercompany loans during 2018.

The following table summarizes foreign currency transaction gains and losses recognized in the income statement:

(in thousands)  2016 2015 2014
 (Gains)/losses included in:         
    Selling, general, and administrative expenses ($381) (5,090) ($3,931)
    Other (income)/expense, net (3,532) 1,496  (6,379)
 Total transaction (gains)/losses ($3,913) ($3,594) ($10,310)

(in thousands) 2018  2017  2016 
(Gains)/losses included in:         
Selling, general, and administrative expenses $(274) $4,127  $(381)
Other expense, net (67) 4,634  (3,532)
Total transaction (gains)/losses $(341) $8,761  $(3,913)

 

The following table presents foreign currency gains and losses on long-term intercompany loans that were recognized in Other comprehensive income:

(in thousands) 2016 2015 2014
          
Gain/(loss) on long-term intercompany loans $3,515  ($5,225) $5,317 

(in thousands) 2018  2017  2016 
Gain on long-term intercompany loans $-  $1,867  $3,515 

 

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and highly liquid short-term investments with original maturities of three months or less.

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Accounts Receivable

Accounts receivable includes trade receivables and revenuebank promissory notes. In connection with certain sales in excess of progress billings on long-term contracts inAsia Pacific, the Albany Engineered Composites segment. Company accepts a bank promissory note as customer payment. The notes may be presented for payment at maturity, which is less than one year.

The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company determines the allowance based on historical write-off experience, customer-specific facts and economic conditions. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances maycould be required.

As of December 31, 2016 and 2015, Accounts receivable consisted of the following:

(in thousands)20162015
Trade and other accounts receivable$146,460$123,179
Bank promissory notes15,75915,845
Revenue in excess of progress billings15,92615,889
Allowance for doubtful accounts(6,952)(8,530)
Total accounts receivable$171,193$146,383

In connection with certain sales in Asia Pacific, the Company accepts a bank promissory note as customer payment. The notes may be presented for payment at maturity, which is less than one year.

The Company also has ContractNoncurrent receivables representingin the AEC segment that represent revenue earned in 2016 which hashave extended payment terms. The Contract receivableNoncurrent receivables will be invoiced to the customer, with 2% interest, over a 10 year10-year period starting in 2020.

As a result of adopting ASC 606, Revenue in excess of progress billings on long-term contracts in the Albany Engineered Composites segment was reclassified from Accounts receivable to Contract assets in 2018.

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Including that reclassification, the cumulative effect from the adoption of ASC 606 was an increase to Accounts receivable of $8.5 million as Accounts receivable recorded in the cumulative adjustment exceeded that reclassification.

See additional information set forth in Notes 2 and 11.

Contract Assets and Contract Liabilities

Beginning in 2018, Contract assets includes unbilled amounts typically resulting from sales under contracts when the cost-to-cost method of revenue recognition is utilized, and revenue recognized exceeds the amount billed to the customer. For periods prior to 2018, that asset was included in Accounts receivable. At the date of adoption of ASC 606, we recorded Contract assets of $47.4 million, which included the amount that was in Accounts receivable as of December 31, 2017, and additional transition adjustments that resulted from the modified retrospective application of ASC 606 to contracts in process at the time of adoption.

Contract assets are transferred to Accounts receivable, net, when the entitlement to payment becomes unconditional. Contract liabilities include advance payments and billings in excess of revenue recognized. Contract liabilities are included in Accrued liabilities in the Consolidated Balance Sheet.

See additional information set forth in Notes 2 and 12.

Inventories

Costs included in inventories are raw materials, labor, supplies and allocable depreciation and overhead. Raw material inventories are valued on an average cost basis. Other inventory cost elements are valued at cost, using the first-in, first outfirst-out method. The Company writes down the inventories for estimated obsolescence, and to the lower of cost or marketnet realizable value based upon assumptions about future demand and market conditions. Write-downs of inventories are charged to Cost of goods sold. If actual demand or market conditions are less favorable than those projected by the Company, additional inventory write-downs may be required. Once established, the original cost of the inventory less the related write-down represents the new cost basis of such inventories. The AEC segment has long-term contracts under which we incur engineering and development costs that are allocabledecrease in Inventories in 2018, compared to parts that will be delivered over multiple years. These costs are included in Work in process in the table below. 

Asbalance as of December 31, 20162017, was principally due to the cumulative effect of adopting ASC 606 (see Note 2) which decreased Inventories by $48.6 million.

See additional information set forth in Notes 2 and 2015, inventories consisted of the following:13.

(in thousands) 2016 2015
Raw materials $37,691  $27,636 
Work in process 58,715  41,823 
Finished goods 37,500  36,947 
Total inventories $133,906  $106,406 

 

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Property, Plant and Equipment

Property, plant and equipment are recorded at cost, or if acquired as part of a business combination, at fair value. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets for financial reporting purposes; inpurposes. In some cases, accelerated methods are used for income tax purposes. Significant additions or improvements extending assets’ useful lives are capitalized; normal maintenance and repair costs are expensed as incurred. The cost of fully depreciated assets remaining in use is included in the respective asset and accumulated depreciation accounts. When items are sold or retired, related gains or losses are included in net income.

Computer software purchased for internal use, at cost, is amortized on a straight-line basis over five to eight years, depending on the nature of the asset, after being placed into service, and is included in property, plant, and equipment. We capitalize internal and external costs incurred related to the software development stage. Capitalized salaries, travel, and consulting costs related to the software development amounted to $1.2 million in 2016both 2018 and $1.3 million in 2015.2017.

We review the carrying value of property, plant and equipment and other long-lived assets for impairment whenever events and circumstances indicate that the carrying value of an asset group may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition.

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See additional information set forth in Note 14.

Goodwill, Intangibles, and Other Assets

Goodwill and intangible assets with indefinite useful lives are not amortized, but are tested for impairment at least annually. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination. Our reporting unitsreportable segments are consistent with our operating segments. See additional information set forth underin Note 12.15.

Intangible assets acquired in a business combination are recognized at fair value and amortized to Cost of goods sold or Selling, general and administrative expenses over the estimated useful lives of the assets. We review amortizable intangible asset groups for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable.

We have an investment in a company in Russia that is accounted for under the equity method of accounting and is included in Other assets, amounting to $0.4 million in 20162018 and 2015.$0.5 million in 2017. We perform regular reviews of the financial condition of the investee to determine if our investment is other than temporarily impaired. If the financial condition of the investee were to no longer support their valuation, we would record an impairment provision.

For some AEC contracts, we perform pre-production or nonrecurring engineering services. These costs are normally considered a fulfillment activity, rather than a performance obligation. Fulfillment activities that create resources that will be used in satisfying performance obligations in the future, and are expected to be recovered, are capitalized to Other assets, which is classified as a noncurrent asset in the Consolidated Balance Sheets. The capitalized costs are amortized into Cost of goods sold over the period over which the asset is expected to contribute to future cash flows, which includes anticipated renewal periods.

Included in Other assets is $7.8$14.2 million in 20162018 and $10.4$16.2 million in 20152017 for defined benefit pension plans where plan assets exceed the projected benefit obligations. Other assets also includes financial assets of $6.5$5.3 million in 20162018 and $0.8$1.3 million in 2015 (see2017. See additional information set forth in Note 15).18.

 

Stock-Based Compensation

We have stock-based compensation plans for key employees. Stock options are accounted for in accordance with applicable guidance for the modified prospective transition method of share-based payments. No options have been granted since 2002. See additional information set forth underin Note 18.21.

Derivatives

We use derivatives from time to time to reduce potentially large adverse effects from changes in currency exchange rates and interest rates. We monitor our exposure to these risks and evaluate, on an ongoing basis, the risk of potentially large adverse effects versus the costs associated with hedging such risks.

We may use interest rate swaps in the management of interest rate exposures and foreign currency derivatives in the management of foreign currency exposure related to assets and liabilities (including net investments in subsidiaries located outside the U.S.) denominated in foreign currencies. When we enter into a

59

derivative contract, we make a determination whether the transaction is deemed to be a hedge for accounting purposes. For those contracts deemed to be a hedge, we formally document the relationship between the derivative instrument and the risk being hedged. In this documentation, we specifically identify the asset, liability, forecasted transaction, cash flow, or net investment that has been designated as the hedged item, and evaluate whether the derivative instrument is expected to reduce the risks associated with the hedged item. To the extent these criteria are not met, we do not use hedge accounting for the derivative.

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All derivative contracts are recorded at fair value, as a net asset or a net liability. For transactions that are designated as hedges, we perform an evaluation of the effectiveness of the hedge. To the extent that the hedge is effective, changes in the fair value of the hedge are recorded, net of tax, in other comprehensive income. We measure the effectiveness of hedging relationships both at inception and on an ongoing basis. The ineffective portion of a hedge, if any, and changes in the fair value of a derivative not deemed to be a hedge, are recorded in Other expense/(income),expense, net.

For derivatives that are designated and qualify as hedges of net investments in subsidiaries located outside the United States, changes in the fair value of derivatives are reported in other comprehensive income as part of the Cumulative translation adjustment.

Pension and Postretirement Benefit Plans

As described in Note 4, we have pension and postretirement benefit plans covering substantially all employees. Our defined benefit pension plan in the United States was closed to new participants as of October 1998 and, as of February 2009, benefits accrued under this plan were frozen.

We have liabilities for postretirement benefits in the U.S. and Canada. Substantially all of the liability relates to the U.S. plan. Effective January 2005, our postretirement benefit plan in the U.S. was closed to new participants, except for certain life insurance benefits. In September 2008, we changed the cost sharing arrangement under this program such that increases in health care costs are the responsibility of plan participants and, in August 2013, we reduced the life insurance benefit for retirees and eliminated that benefit for active employees.

The pension plans are generally trusteed or insured, and accrued amounts are funded as required in accordance with governing laws and regulations. The annual expense and liabilities recognized for defined benefit pension plans and postretirement benefit plans are developed from actuarial valuations. Inherent in these valuations are key assumptions, including discount rates and expected return on plan assets, which are updated on an annual basis at the beginning of each fiscal year.basis. We consider current market conditions, including changes in interest rates, in making these assumptions. Discount rate assumptions are based on the population of plan participants and a mixture of high-quality fixed-income investments for which the average maturity approximates the average remaining service period of plan participants.with durations that match expected future payments. The assumption for expected return on plan assets is based on historical and expected returns on various categories of plan assets.

Recent Accounting Pronouncements

In February 2016, an accounting update was issued which will require lessees to record most operating leases on their balance sheets, but recognize the expenses in the income statement in a manner similar to current practice. Under the new standard, lessees will be required to recognize a lease liability for the obligation to make lease payments, and an asset for the right to use the underlying asset for the lease term, for all leases with terms longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. Expenses related to operating leases will be recognized on a straight-line basis, while those determined to be financing leases will be recognized following a front-loaded expense profile, in which interest and amortization are presented separately in the income statement. The principal effect on the Company’s financial statements will be an increase in assets and liabilities. The Company is developing a complete list of its leases and has completed an assessment for many of these. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. The Company adopted the new standard on January 1, 2019, which will be our date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. The new standard provides a number of optional practical expedients for transition, some of which, if elected, must be adopted as a package. The Company expects to elect the package of practical expedients which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. The Company does not expect to elect the practical expedients pertaining to use-of-hindsight or land easements. The new

64

standard also provides practical expedients for an entity’s ongoing accounting including not recording a lease-related asset and liability when the original lease term is 12 months or less, a provision which the Company will adopt. The Company also currently expects to elect the practical expedient to not separate lease and non-lease components for all of our leases. The Company does not expect a significant change in our leasing activities between now and adoption. Additionally, the Company is evaluating changes to our processes and internal controls to ensure we meet the standard’s reporting and disclosure requirements.

In June 2016, an accounting update was issued which changes the way entities recognize impairment of many financial assets by requiring immediate recognition of credit losses expected to occur over their remaining life. The accounting update is effective for reporting periods beginning after December 15, 2019. We are currently evaluating the impact of this update.

In August 2017, an accounting update was issued that is expected to result in more financial and nonfinancial hedging strategies eligible for hedge accounting. It also amends the presentation and disclosure requirements and changes how companies assess effectiveness. It is intended to more closely align hedge accounting with companies’ risk management strategies, simplify the application of hedge accounting, and increase transparency as to the scope and results of hedging programs. In November 2018, an accounting update was issued which adds the Overnight Index Swap (OIS) rate based on the Secured Overnight Financing Rate (SOFR) as a benchmark interest rate for hedge accounting purposes. We do not expect a significant impact to our consolidated assets and liabilities, net earnings, or cash flows as a result of adopting the accounting updates. We will adopt the new standard effective January 1, 2019.

In February 2018, an accounting update was issued which permits, but does not require, a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. This update is effective for annual and interim periods in fiscal years beginning after December 15, 2018. The Company does not intend to make the reclassifications permitted by this Update.

In August 2018, an accounting update was issued which clarifies that implementation costs incurred by customers in cloud computing arrangements are deferred if they would be capitalized by customers in software licensing arrangements under the internal-use software guidance. The Company elected to adopt this update in 2018 and it did not have an effect on our financial statements.

In August 2018, an accounting update was issued which aims to improve the overall usefulness of disclosures to financial statement users and reduce unnecessary costs to companies when preparing defined benefit plan disclosures. This update is effective for annual and interim periods in fiscal years beginning after December 15, 2020. We are currently evaluating the impact of this update.

In August 2018, an accounting update was issued which aims to improve the overall usefulness of disclosures to financial statement users and reduce unnecessary costs to companies when preparing fair value measurement disclosures. This update is effective for annual and interim periods in fiscal years beginning after December 15, 2019. We are currently evaluating the impact of this update.

In November 2018, an accounting update was issued which clarifies when transactions between collaborative arrangement participants are in the scope of ASC 606. The update also provides some guidance on presentation of transactions not in the scope of ASC 606. The update is effective for annual and interim periods in fiscal years beginning after December 15, 2019. Early adoption is permitted. We are currently evaluating the impact of this update.

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2. Revenue Recognition

Effective January 1, 2018, the Company adopted the provisions of ASC 606,Revenue from contracts with customers, using the modified retrospective (or cumulative effect) method for transition. Under this transition method, periods prior to 2018 have not been restated and the cumulative effect of initially applying the new standard was recorded as an adjustment to Retained earnings at January 1, 2018.

For the MC segment, the cumulative effect of adopting ASC 606 included an increase to Accounts receivable, a decrease to Inventories, and an increase to Retained earnings. For AEC, the cumulative effect of adopting ASC 606 included an increase to Contract assets and Accrued liabilities, and a decrease to Accounts receivable, Inventories and Retained earnings.

The table below presents the cumulative effect of changes made to our December 31, 2017 Consolidated Balance Sheet as the result of adoption of ASC 606:

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Albany International Corp.
Consolidated Balance Sheet
(in thousands, except share and per share data)

  As previously
reported at
December 31, 2017
  Adjustments  Opening balance
as adjusted
January 1, 2018
 
          
Assets         
Current assets:         
Cash and cash equivalents $183,727  $-  $183,727 
Accounts receivable, net 202,675  8,486  211,161 
Contract assets -  47,415  47,415 
Inventories 136,519  (48,583) 87,936 
Income taxes prepaid and receivable 6,266  -  6,266 
Prepaid expenses and other current assets 14,520  -  14,520 
Total current assets 543,707  7,318  551,025 
          
Property, plant and equipment, net 454,302  -  454,302 
Intangibles, net 55,441  -  55,441 
Goodwill 166,796  -  166,796 
Deferred income taxes 68,648  2,889  71,537 
Noncurrent receivable 32,811  -  32,811 
Other assets 39,493  1,119  40,612 
Total assets $1,361,198  $11,326  $1,372,524 
          
Liabilities         
Current liabilities:         
Notes and loans payable $262  $-  $262 
Accounts payable 44,899  -  44,899 
Accrued liabilities 105,914  17,217  123,131 
Current maturities of long-term debt 1,799  -  1,799 
Income taxes payable 8,643  -  8,643 
Total current liabilities 161,517  17,217  178,734 
          
Long-term debt 514,120  -  514,120 
Other noncurrent liabilities 101,555  -  101,555 
Deferred taxes and other liabilities 10,991  52  11,043 
Total liabilities 788,183  17,269  805,452 
          
Commitments and Contingencies         
          
Shareholders’ Equity         
Preferred stock, par value $5.00 per share; authorized 2,000,000 shares; none issued -  -  - 
Class A Common Stock, par value $.001 per share; authorized 100,000,000 shares; issued 37,395,753 in 2017 37  -  37 
Class B Common Stock, par value $.001 per share; authorized 25,000,000 shares; issued and outstanding 3,233,998 in 2017 3  -  3 
Additional paid-in capital 428,423  -  428,423 
Retained earnings 534,082  (5,616) 528,466 
Accumulated items of other comprehensive income:   
Translation adjustments (87,318) -  (87,318)
Pension and postretirement liability adjustments (50,536) -  (50,536)
Derivative valuation adjustment 1,953  -  1,953 
Treasury stock (Class A), at cost; 8,431,335 shares in 2017 (256,876) -  (256,876)
Total Company shareholders’ equity 569,768  (5,616) 564,152 
Noncontrolling interest 3,247  (327) 2,920 
Total Equity 573,015  (5,943) 567,072 
Total liabilities and shareholders’ equity $1,361,198  $11,326  $1,372,524 
          

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For periods ending after December 31, 2017, we account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability of consideration is probable. Revenue is measured based on the consideration specified in the contract with the customer, and excludes any amounts collected on behalf of third parties. We recognize revenue when we satisfy a performance obligation by transferring control over a product or service, or a series of distinct goods or services, to the customer which occurs either at a point in time, or over time, depending on the performance obligation in the contract. A performance obligation is a promise in the contract to transfer a distinct good or service to the customer, and is the unit of account under ASC 606. “Control” refers to the ability to direct the use of, and obtain substantially all of the remaining benefits from the product. A contract’s transaction price is allocated to each material distinct performance obligation and is recognized as revenue when, or as, the performance obligation is satisfied.

In our MC segment, our primary performance obligation in most contracts is to provide solution-based, custom-designed fabrics and belts to the customer. We satisfy this performance obligation upon transferring control of the product to the customer at a specific point in time. Contracts with customers in the MC segment have various terms that can affect the point in time when revenue is recognized. Generally, the customer obtains control when the product has been received at the location specified by the customer, at which time the only remaining obligations under the contract are fulfillment costs, which are accrued when control of the product is transferred.

In the MC segment, some contracts with certain customers may also obligate us to provide various product-related services at no additional cost to the customer. When this obligation is material in the context of the contract with the customer, we recognize a separate performance obligation and allocate revenue to those services based on their estimated standalone selling price. The standalone selling price for these services is determined based upon an analysis of the services offered and an assessment of the price we might charge for such services as a separate offering. As we typically provide such services on a stand-ready basis, we recognize this revenue over time. Revenue allocated to such service performance obligations is the only MC revenue that is recognized over time.

In our AEC segment, we primarily enter into contracts to manufacture and deliver highly engineered advanced composite products to our customers. A significant portion of AEC revenue is from short duration, firm-fixed-price orders that are placed under a master agreement containing general terms and conditions applicable to all orders placed under the master agreement. To determine the proper revenue recognition method, we evaluate whether two or more orders or contracts should be combined and accounted for as one single contract, and whether the combined or single contract contains single or multiple performance obligations. This evaluation requires significant judgment, and the decision to combine a group of contracts, or to allocate revenue from the combined or single contract among multiple performance obligations, could have a significant impact on the amount of revenue and profit recorded in a given period. For most AEC contracts, the nature of our promise (or our performance obligation) to the customer is to manage the contract and provide a significant service of integrating a complex set of tasks and components into a single project or capability, which will often result in the delivery of multiple highly interdependent and interrelated units.

At the inception of a contract, we estimate the transaction price based on our current rights, and do not contemplate future modifications (including unexercised options) or follow-on contracts until they become legally enforceable. Many AEC contracts are subsequently modified to include changes in specifications, requirements or price, which may create new or change existing enforceable rights and obligations. Depending on the nature of the modification, we consider whether to account for the modification as an adjustment to the existing contract or as a separate contract. Generally, we are able to conclude that such modifications are not distinct from the existing contract, due to the significant integration of the obligations, and the interrelated nature of tasks, provided for in the modification and the existing contract. Therefore, such modifications are accounted for as if they were

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part of the existing contract, and we accumulate the values of such modifications in our estimates of contract value.

Revenue is recognized over time for a large portion of our contracts in AEC as most of our contracts have provisions that, under the guidance in ASC 606, are deemed to transfer control to the customer over time. Revenue is recognized based on the extent of progress towards completion of the performance obligation. The selection of the method to measure progress toward completion requires judgment and is based on the nature of the products or services to be provided. We generally use the cost-to-cost measure of progress for our contracts because it best depicts the transfer of assets to the customer which occurs as we incur costs to produce the contract deliverables. Under the cost-to-cost measure of progress, the extent of progress toward completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Revenue, including profit, is recorded proportionally as costs are incurred. Accounting for long-term contracts requires significant judgment and estimation, which could be considerably different if the underlying circumstances were to change. When any adjustments of estimated contract revenue or costs are required, any changes from prior estimates are included in revenues or earnings in the period in which the change occurs.

In other AEC contracts, revenue is recognized at a point in time because the products are offered to multiple customers, or do not have an enforceable right to payment until the product is shipped or delivered to the location specified by the customer in the contract.

AEC’s largest source of revenue is derived from the LEAP contract (see Note 10) under a cost-plus-fee agreement. Beginning in 2018, the fee is variable based on our success in achieving certain cost targets. Revenue is recognized over time as costs are incurred. Under this contract, there is significant judgment involved in determining applicable contract costs and expected margin, and therefore, in determining the amount of revenue to be recognized.

Payment terms granted to MC and AEC customers reflect general competitive practices. Terms vary with product, competitive conditions, and the country of operation.

The following table provides a summary of the composition of each business segment:

SegmentReporting UnitPrincipal Product or ServicePrincipal Locations

Machine
Clothing

(MC)

Machine
Clothing

Paper machine clothing: Permeable and impermeable belts used in the manufacture of paper, paperboard, tissue and towel, and pulp

Engineered fabrics: Belts used in the manufacture of nonwovens, fiber cement and several other industrial applications

World-wide
Albany Engineered Composites (AEC)Albany Safran Composites (ASC)3D-woven, injected composite components for aircraft enginesRochester, NH Commercy, France Queretaro, Mexico
Airframe and engine  Components (Other AEC)Composite airframe and engine components for military and commercial aircraftSalt Lake City, UT Boerne, TX
Queretaro, Mexico

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We disaggregate revenue earned from contracts with customers for each of our business segments and reporting units based on the timing of revenue recognition, and groupings used for internal review purposes.

The following table presents disaggregated revenue for each reporting unit by timing of revenue recognition:

    For the Year Ended    
    December 31, 2018    
(in thousands) Point in Time
Revenue
Recognition
  Over Time
Revenue
Recognition
  Total 
          
Machine Clothing $608,658  $3,200  $611,858 
          
Albany Engineered Composites         
ASC -  182,699  182,699 
Other AEC 21,614  166,308  187,922 
Total Albany Engineered Composites 21,614  349,007  370,621 
          
          
Total revenue $630,272  $352,207  $982,479 
          

The following table disaggregates MC segment revenue by significant product groupings (paper machine clothing (PMC) and engineered fabrics), and, for PMC, the geographical region to which the paper machine clothing was sold:

For the Year Ended
(in thousands)December 31, 2018
Americas PMC$303,768
Eurasia PMC227,493
Engineered Fabrics80,597
Total Machine Clothing Net sales$611,858

In accordance with ASC 606-10-50-14, we do not disclose the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less. Contracts in the MC segment are generally for periods of less than a year. Most contracts in the AEC segment are short duration firm-fixed-price orders representing performance obligations with an original maturity of less than one year. Remaining performance obligations as of December 31, 2018 that had an original duration of greater than one year totaled $82 million and related primarily to firm contracts in the AEC segment. Of that amount, we expect to recognize as revenue approximately $57 million during 2019, with the remainder to be recognized between 2020 and 2021.

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As a result of applying the cumulative effect method for transition to ASC 606, we are required to disclose the effect of the new standard on each line of the consolidated financial statements. The following tables show the balances as reported for the year ended December 31, 2018, and how the consolidated financial statements would have appeared if we had not adopted ASC 606.

Albany International Corp.
Consolidated Statement of Income
(in thousands, except per share amounts)

  As reported
for Year
Ended
December
31, 2018
  Adjustments
to reverse
effects of
ASC 606
  As adjusted for
Year Ended
December 31,
2018 to exclude
adoption of ASC
606
 
          
Net sales $982,479  $7,120  $989,599 
Cost of goods sold 632,730  10,433  643,163 
Gross profit 349,749  (3,313) 346,436 
          
Selling, general and administrative expenses 156,189  12  156,201 
Technical and research expenses 40,582  -  40,582 
Restructuring expenses, net 15,570  -  15,570 
Operating income 137,408  (3,325) 134,083 
          
Interest income (2,118) -  (2,118)
Interest expense 20,242  -  20,242 
Other expense, net 4,037  -  4,037 
Income before income taxes 115,247  (3,325) 111,922 
          
Income tax expense 32,228  (877) 31,351 
Net income 83,019  (2,448) 80,571 
Net income/(loss) attributable to the noncontrolling interest 128  (129) (1)
Net income attributable to the Company $82,891  $(2,319) $80,572 
          
          
Earnings per share attributable to Company shareholders - Basic $2.57  $(0.07) $2.50 
          
Earnings per share attributable to Company shareholders - Diluted $2.57  $(0.07) $2.50 
          
          

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Albany International Corp.
Consolidated Statement of Comprehensive Income
(in thousands)

  As reported
for Year
Ended
December
31, 2018
  Adjustments
to reverse
effects of ASC
606
  As adjusted
for Year
Ended
December 31,
2018 to
exclude
adoption of
ASC 606
 
Net income $83,019  $(2,448) $80,571 
Other comprehensive income/(loss), before tax:         
Foreign currency translation adjustments (27,383) 575  (26,808)
Pension/postretirement settlements and curtailments 1,494  -  1,494 
Pension/postretirement plan remeasurement 851  -  851 
Amortization of pension liability adjustments:         
Prior service credit (4,454) -  (4,454)
Net actuarial loss 5,175  -  5,175 
Payments related to interest rate swaps included in earnings (146) -  (146)
Derivative valuation adjustment 3,832  -  3,832 
          
Income taxes related to items of other comprehensive income/(loss):         
Pension/postretirement settlements and curtailments (348) -  (348)
Pension/postretirement plan remeasurement (408) -  (408)
Amortization of pension liability adjustments (158) -  (158)
Payments related to interest rate swaps included in earnings 37  -  37 
Derivative valuation adjustment (979) -  (979)
Comprehensive income 60,532  (1,873) 58,659 
Comprehensive income/(loss) attributable to the noncontrolling interest 111  (129) (18)
Comprehensive income attributable to the Company $60,421  $(1,744) $58,677 
          
          

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Albany International Corp.
Consolidated Balance Sheet
(in thousands, except share and per share data)

  As reported
December 31,
2018
  Adjustments to
reverse effects of
ASC 606
  As adjusted for
December 31,
2018 to exclude
adoption of ASC
606
 
          
Assets         
Current assets:         
Cash and cash equivalents $197,755  $-  $197,755 
Accounts receivable, net 223,176  5,578  228,754 
Contract assets 57,447  (57,447) - 
Inventories 85,904  42,701  128,605 
Income taxes prepaid and receivable 7,473  -  7,473 
Prepaid expenses and other current assets 21,294  -  21,294 
 Total current assets 593,049  (9,168) 583,881 
          
Property, plant and equipment, net 462,055  -  462,055 
Intangibles, net 49,206  -  49,206 
Goodwill 164,382  -  164,382 
Deferred income taxes 62,622  (2,012) 60,610 
Noncurrent receivables 45,061  -  45,061 
Other assets 41,617  (1,256) 40,361 
 Total assets $1,417,992  $(12,436) $1,405,556 
          
Liabilities         
Current liabilities:         
Notes and loans payable $-  $-  $- 
Accounts payable 52,246  -  52,246 
Accrued liabilities 129,030  (16,454) 112,576 
Current maturities of long-term debt 1,224  -  1,224 
Income taxes payable 6,806  -  6,806 
 Total current liabilities 189,306  (16,454) 172,852 
          
Long-term debt 523,707  -  523,707 
Other noncurrent liabilities 88,277  -  88,277 
Deferred taxes and other liabilities 8,422  (52) 8,370 
 Total liabilities 809,712  (16,506) 793,206 
          
Commitments and Contingencies         
          
Shareholders’ Equity         
 Preferred stock, par value $5.00 per share; authorized 2,000,000 shares; none issued -  -  - 
 Class A Common Stock, par value $.001 per share; authorized 100,000,000 shares; issued 37,450,329 in 2018 and 37,395,753 in 2017 37  -  37 
 Class B Common Stock, par value $.001 per share; authorized 25,000,000 shares; issued and outstanding 3,233,998 in 2018 and 2017 3  -  3 
Additional paid-in capital 430,555  -  430,555 
Retained earnings 589,645  3,297  592,942 
Accumulated items of other comprehensive income:         
 Translation adjustments (115,976) 575  (115,401)
 Pension and postretirement liability adjustments (47,109) -  (47,109)
 Derivative valuation adjustment 4,697  -  4,697 
Treasury stock (Class A), at cost; 8,418,620 shares in 2018 and 8,431,335 shares in 2017 (256,603) -  (256,603)
 Total Company shareholders’ equity 605,249  3,872  609,121 
Noncontrolling interest 3,031  198  3,229 
Total Equity 608,280  4,070  612,350 
 Total liabilities and shareholders’ equity $1,417,992  $(12,436) $1,405,556 
          

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Albany International Corp.

Consolidated Statement of Cash Flows

(in thousands)

  As reported
for Year
Ended
December
31, 2018
  Adjustments
to reverse
effects of
ASC 606
  As adjusted
for Year
Ended
December
31, 2018 to
exclude
adoption of
ASC 606
 
          
Operating Activities         
Net income $83,019  $(2,448) $80,571 
Adjustments to reconcile net income to net cash provided by operating activities:         
Depreciation 68,800  -  68,800 
Amortization 10,236  -  10,236 
Change in other noncurrent liabilities (5,479) -  (5,479)
Change in deferred taxes and other liabilities 8,972  (877) 8,095 
Provision for write-off of property, plant and equipment 3,707  -  3,707 
Non-cash interest expense 459  -  459 
Write-off of pension liability adjustment due to settlement/curtailment 1,494  -  1,494 
Compensation and benefits paid or payable in Class A Common Stock 2,203  -  2,203 
Changes in operating assets and liabilities that provided/(used) cash, net of impact of business acquisition:         
Accounts receivable (19,139) (17,387) (36,526)
Contract assets (10,267) 10,267  - 
Inventories (968) 10,433  9,465 
Prepaid expenses and other current assets (5,815) -  (5,815)
Income taxes prepaid and receivable (1,402) -  (1,402)
Noncurrent receivables (12,249) -  (12,249)
Accounts payable 9,340  -  9,340 
Accrued liabilities 8,209  12  8,221 
Income taxes payable (824) -  (824)
Other, net (7,811) -  (7,811)
Net cash provided by operating activities 132,485  -  132,485 
          
Net cash used in investing activities (82,886) -  (82,886)
Net cash used in financing activities (27,258) -  (27,258)
Effect of exchange rate changes on cash and cash equivalents (8,313) -  (8,313)
Increase in cash and cash equivalents 14,028  -  14,028 
Cash and cash equivalents at beginning of year 183,727  -  183,727 
Cash and cash equivalents at end of year $197,755  $-  $197,755 
          

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3. Reportable Segments and Geographic Data

In accordance with applicable disclosure guidance for enterprise segments and related information, the internal organization that is used by management for making operating decisions and assessing performance is used as the basis for our reportable segments. The reportable segments, which are described in more detail in Note 3, are Machine Clothing (MC) and Albany Engineered Composites (AEC). In the determination of segment operating income, we exclude expenses for certain corporate expenses, which consist primarily of corporate headquarters and global information systems costs.

Recent Accounting Pronouncements

In May 2014, an accounting update was issued that replaces the existing revenue recognition framework regarding contracts with customers. We will adopt the standard on January 1, 2018 and the Company is currently assessing the effects of the new standard. The new standard may result in earlier

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recognition of revenue in Machine Clothing due to the customized nature of our products. In Albany Engineered Composites, we use the units of delivery method for some contracts, which is considered an output method. Under the new standard, we expect that most of these contracts will be accounted for using an input method, which is expected to result in earlier recognition of revenue. However, we are currently unable to determine the full effect that the new standard will have on our financial statements. The guidance permits two implementation approaches, one requiring retrospective application of the new standard with restatement of prior years, and one requiring prospective application of the new standard with disclosure of results under old standards. The Company is continuing to evaluate the implementation approach to be used.

In May 2015, an accounting update was issued which eliminates the requirement to categorize investments in the fair value hierarchy if their fair value is measured at net asset value (NAV) per share. We adopted this provision as of January 1, 2016 and have modified footnote disclosures accordingly.

 

In July 2015, an accounting update was issued simplifying the measurement of inventory from the lower of cost or market to lower of cost or net realizable value. This accounting update eliminates the requirement for consideration of replacement cost or net realizable value less normal profit margin measurements. This accounting update is effective for reporting periods beginning after December 15, 2016. We do not expect the adoption of this update to have a significant effect on our financial statements.

In September 2015, an accounting update was issued which eliminates the requirement for an acquirer to retrospectively adjust the financial statements for measurement-period adjustments that occur in periods after a business combination is consummated. This accounting update was adopted January 1, 2016. Measurement period adjustments related to the Company’s 2016 business acquisition are described in Note 2.

In January 2016, an accounting update was issued which requires entities to present separately in Other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk if the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. This accounting update is effective for reporting periods beginning after December 15, 2017. We have not determined the impact of this update on our financial statements.

In February 2016, an accounting update was issued which requires lessees to recognize most leases on the balance sheet. The update may significantly increase reported assets and liabilities. This accounting update is effective for reporting periods beginning after December 15, 2018. We have not determined the impact of this update on our financial statements.

In March 2016, an accounting update was issued which clarifies that a change in counterparty to a derivative contract, through novation, that is part of a hedge accounting relationship does not, by itself, require de-designation of that relationship, as long as all other hedge accounting criteria continue to be met. This accounting update is effective for reporting periods beginning after December 15, 2016. We do not expect the adoption of this update to have a significant effect on our financial statements.

In March 2016, an accounting update was issued which simplifies the transition to the equity method of accounting by eliminating the requirement for an investor to retroactively apply the equity method when its increase in ownership interest, or degree of influence, triggers equity method accounting. This accounting update is effective for reporting periods beginning after December 15, 2016. We do not expect the adoption of this update to have a significant effect on our financial statements.

In March 2016, an accounting update was issued which simplifies several aspects related to the accounting for share-based payment transactions, including the income tax consequences, statutory tax withholding requirements, and classification of excess tax benefits on the statements of cash flows. This accounting update is effective for reporting periods beginning after December 15, 2016. Early adoption is permitted. Adoption of this accounting update could increase the volatility of income tax expense. However, we do not expect the adoption of this update to have a significant effect on our financial statements.

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In August 2016, an accounting update was issued in order to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. This accounting update is effective for reporting periods beginning after December 15, 2017. Early adoption is permitted. We do not expect the adoption of this update to have a significant effect on our financial statements.

In October 2016, an accounting update was issued which modifies the recognition of income tax effects on intracompany transfers of assets, other than inventory. This accounting update is effective for reporting periods beginning after December 15, 2017. We have not determined the effect of this update on our financial statements.

In November 2016, an accounting update was issued which provides clarification of how changes in restricted cash should be reported in the statement of cash flows. This accounting update is effective for reporting periods beginning after December 15, 2017. We do not expect this update to have a material impact on our financial statements.

In January 2017, an accounting update was issued which provides the definition of a business for the purposes of business combination accounting. This accounting update is effective for reporting periods beginning after December 15, 2017 and is to be applied prospectively. Accordingly, there will be no effect on prior business combinations. We have not determined the impact of the update due to the absence of transactions that would be impacted.

In January 2017, an accounting update was issued which simplifies the process for determining the amount of goodwill impairment. This accounting update is effective for reporting periods beginning after December 15, 2019. Early adoption is permitted. We are presently unable to determine the effect that the update will have on our financial statements.

2. Business Acquisition

On April 8, 2016, the Company acquired the outstanding shares of Harris Corporation’s composite aerostructures business for cash of $187 million, plus the assumption of certain liabilities. The Company funded the cash payable at closing by utilizing proceeds from a $550 million, unsecured credit facility agreement that was completed April 8, 2016 (see Note 14). The acquired entity is part of the Albany Engineered Composites (“AEC”) segment.

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The following table summarizes the provisional allocation of the purchase price to the fair value of the assets and liabilities acquired:

(in thousands)April 8, 2016
Assets acquired
Accounts receivable$15,443
Inventories                           16,670
Prepaid expenses and other current assets                                 402
Property, plant and equipment                           62,784
Intangibles                           71,630
Goodwill                           95,730
Total assets acquired$262,659
Liabilities assumed
Accounts payable$10,323
Accrued liabilities                             2,862
Capital lease obligation                           17,560
Deferred income taxes                           33,143
Other noncurrent liabilities                           11,771
Total liabilities assumed$75,659
Net assets acquired$187,000

In the fourth quarter of 2016, the Company identified certain adjustments to the provisional value of acquired assets and liabilities. The adjustments increased goodwill by $28.7 million, amortizable intangible assets by $12.3 million, noncurrent liabilities by $10.4 million, deferred tax liabilities by $7.8 million and other liabilities by $2.6 million. Property plant and equipment was reduced by $18.9 million and other assets were reduced by $1.3 million. The effect of these adjustments on fourth-quarter 2016 income before income taxes was approximately $0.1 million and the effect on earnings per share was negligible. Deferred income taxes and goodwill in the table above were still provisional as of December 31, 2016, because the Company is waiting for information needed to finalize the amounts. Goodwill of $95.7 million reflects that the acquisition broadens and deepens AEC’s products, experience and manufacturing capabilities, and significantly increases opportunities for future growth. The goodwill is non-deductible for tax purposes.

The seller provided representations, warranties and indemnities customary for acquisition transactions, including indemnities for certain customer claims identified before closing.

The following table presents operational results of the acquired entity that are included in the Consolidated Statements of Income:

(in thousands, except per share amounts)April, 8 to December 31, 2016
Net sales$67,011
Operating loss(1,246)
Loss before income taxes(2,342)
Net loss attributable to the Company(1,495)
Loss per share:
Basic($0.05)
Diluted:($0.05)

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The Consolidated Statements of Income reflect operational activity of the acquired business for only the period subsequent to the closing, which affects comparability of results. The following table shows total Company pro forma statements of what results would have been if the 2016 acquisition had occurred as of January 1, 2015.

  Unaudited - Pro forma
(in thousands, except per share amounts) 2016  2015 
Combined Net sales $802,023  $786,623 
       
Combined Income before income taxes $80,639  $52,542 
       
  Pro forma increase/(decrease) to income before income taxes:      
Acquisition expenses 5,367  - 
Interest expense related to purchase price (1,382) (5,133)
       
Acquisition accounting adjustments:      
Depreciation and amortization on property, plant and equipment, and intangible assets (1,575) (7,875)
Valuation of contract inventories 1,997  6,908 
Interest expense on capital lease obligation 300  1,096 
Interest expense on other obligations (133) (533)
Pro forma Income before income taxes $85,213  $47,005 
       
Pro forma Net Income attributable to the Company $57,229  $54,245 

3. Reportable Segments and Geographic Data

In accordance with applicable disclosure guidance for enterprise segments and related information, the internal organization that is used by management for making operating decisions and assessing performance is used as the basis for our reportable segments.

The accounting policies of the segments are the same as those described in Note 1. Corporate expenses include wages and benefits for corporate headquarters personnel, costs related to information systems development and support, and professional fees related to legal, audit, and other activities. These costs are not allocated to the reportable segments because the decision-making for these functions lies outside of the segments.

Machine Clothing:

The Machine Clothing (MC) segment supplies customized, consumable permeable and impermeable belts used in the manufacture of paper, paperboard, nonwovens, fiber cement and several other industrial applications. The Machine Clothing segment also supplies customized, consumable fabrics used in the manufacturing process in the pulp, corrugator, nonwovens, fiber cement, building products, and tannery and textile industries. We sell our Machine ClothingMC products directly to customer end-users in countries across the globe. Our products, manufacturing processes, and distribution channels for Machine ClothingMC are substantially the same in each region of the world in which we operate.

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We design, manufacture, and market paper machine clothing (used in the manufacturing of paper, paperboard, tissue and towel) for each section of the paper machine and for every grade of paper. Paper machine clothing products are customized, consumable products of technologically sophisticated design that utilize polymeric materials in a complex structure.

 

Albany Engineered Composites:

The Albany Engineered Composites (AEC) segment, including Albany Safran Composites, LLC (ASC), in which our customer SAFRAN Group (Safran) owns a 10 percent noncontrolling interest, provides highly engineered, advanced composite structures to customers in the aerospacecommercial and defense aerospace industries. AEC’s largest program relates to CFM International’s LEAP engine. Under this program, AEC through ASC, is the exclusive supplier of advanced composite fan blades and cases under a long-term supply contract. The manufacturing spaces used for the production of parts under the long-term supply agreement are owned by Safran, and leased to the Company at either a market rent or a minimal cost. All lease expense is reimbursable by Safran to the Company due to the cost-plus nature of the supply agreement. AEC net sales to Safran were $186.3 million in 2018, $119.2 million in 2017, and $88.9 million in 2016, $58.1 million in 2015, and $46.9 million in 2014.2016. The total of invoiced receivables, unbilled receivablesContract assets and contract receivablesNoncurrent receivable due from Safran amounted to $68.5$96.2 million and $29.7$58.6 million as of December 31, 20162018 and 2015,2017, respectively. Other significant programs served by AEC programs include components for the F-35, Joint Strike Fighter, fuselage frame components for the Boeing 787, and the fan case for the GE9X engine. In 2016,2018, approximately 3025 percent of AEC sales were related to U.S. government contracts or programs.

As described in Note 2, effective January 1, 2018, the Company adopted the provisions of ASC 606, “Revenue from contracts with customers”, using the cumulative effect method for translation. Periods prior to 2018 have not been restated. The following tables show data by reportable segment, reconciled to consolidated totals included in the financial statements:

(in thousands)                 2016 2015 2014
Net Sales         
Machine Clothing $582,190  $608,581  $655,026 
Albany Engineered Composites 197,649  101,287  90,319 
 Consolidated total $779,839  $709,868  $745,345 
Depreciation and amortization         
Machine Clothing 36,428  39,503  45,066 
Albany Engineered Composites 24,211  12,140  10,880 
Corporate expenses 6,822  8,471  8,346 
 Consolidated total $67,461  $60,114  $64,292 
Operating income/(loss)         
Machine Clothing $152,529  $141,311  $136,450 
Albany Engineered Composites (15,363) (28,478) (10,483)
Corporate expenses (45,390) (48,938) (54,607)
Operating income 91,776  63,895  71,360 
Reconciling items:         
    Interest income (2,077) (1,857) (1,541)
    Interest expense 15,541  11,841  12,254 
    Other expense/(income),net 46  2,433  (6,853)
Income before income taxes $78,266  $51,478  $67,500 

 

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(in thousands) 2018 2017 2016 

Year ended December
31, 2018
Increase/(decrease)
attributable to
application of ASC 606

 
Net Sales         
Machine Clothing $611,858 $590,357 $582,190 $(3,970)
Albany Engineered Composites 370,621 273,360 197,649 (3,150)
 Consolidated total $982,479 $863,717 $779,839 $(7,120)
Depreciation and amortization         
Machine Clothing 30,813 33,527 36,428  
Albany Engineered Composites 43,205 33,533 24,211  
Corporate expenses 5,018 4,896 6,822  
 Consolidated total $79,036 $71,956 $67,461 $— 
Operating income/(loss)         
Machine Clothing 169,836 153,980 152,505 (1,605)
Albany Engineered Composites 16,647 (31,657)(15,363)4,930 
Corporate expenses (49,075)(43,647)(43,010)—   
Operating income $137,408 $78,676 $94,132 $3,325 
Reconciling items:         
    Interest income (2,118)(1,511)(2,077)—   
    Interest expense 20,242 18,602 15,541 —   
    Other expense, net 4,037 6,877 2,402 —   
Income before income taxes $115,247 $54,708 $78,266 $3,325 

As described in Note 4, effective January 1, 2018, the Company adopted an accounting update that affects the classification of components of pension and postretirement benefit costs. As a result of adopting that update, some costs that were previously included in operating expenses shall now be included in Other expense, net. Periods prior to 2018 have been restated to conform to the current year presentation (see Note 4).

The table below presents pension settlement and restructuring costs by reportable segment (also see Note 5):

(in thousands) 2016 2015 2014
Pension settlement expense         
Corporate expenses $  -  $  -  $8,190 
          
Restructuring expenses, net         
Machine Clothing $6,069  $22,211  $4,828 
Albany Engineered Composites 2,314  -  931 
Corporate expenses (7) 1,635  - 
Consolidated total $8,376  $23,846  $5,759 

(in thousands)201820172016 
Restructuring expenses, net    
Machine Clothing$12,278$3,429$6,181 
Albany Engineered Composites3,04810,0622,314 
Corporate expenses244-(7)
Consolidated total$15,570$13,491$8,488 

In the measurement of assets utilized by each reportable segment, we include accounts and contract receivables, inventories,Inventories, Accounts receivable, Contract assets, Noncurrent receivable, net property, plant and equipment, intangibles and goodwill. At the January 1, 2018 date of adoption of ASC 606, Machine Clothing (MC) assets increased by $22.5 million, and Albany Engineered Composites (AEC) assets decreased by $14.1 million. Excluded from segment assets are cash, tax related assets, prepaid and other current assets, and certain other assets not directly associated with segment operations.

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The following table presents assets and capital expenditures by reportable segment:

(in thousands)  2016 2015 2014201820172016
Segment assets    
Machine Clothing $454,010  $494,347  $565,853 $453,836$464,468$454,010
Albany Engineered Composites 514,527  181,825  175,338 633,394584,076514,527
Reconciling items:          
Cash 181,742  185,113  179,802  197,755 183,727181,742
Asset held for sale -  4,988  - 
Income taxes prepaid, receivable and deferred 74,078  111,872  76,283 70,09574,914 74,078
Other assets 39,076  31,417  32,028 62,91254,01339,076
Consolidated total assets $1,263,433  $1,009,562  $1,029,304 $1,417,992$1,361,198$1,263,433
Capital expenditures and purchased software           
Machine Clothing $16,158  $16,010  $23,202 $20,230$20,522$15,651
Albany Engineered Composites 59,195  30,378  32,141 60,12163,86554,678
Corporate expenses 3,163  4,207  3,530 2,5353,2503,163
Consolidated total $78,516  $50,595  $58,873 $82,886$87,637$73,492

Total capital expendituresIn 2018, AEC finalized a modification to the lease of its primary manufacturing facility in Salt Lake City, Utah, which is accounted for 2016as a build-to-suit lease with a failed sale-leaseback. The modification, which includes anadditional manufacturing space, extends the minimum lease period until December 31, 2029. The lease modification resulted in a non-cash increase of $12.7 million to both Property, plant and equipment, net, and to Long-term debt in the Consolidated Balance Sheets. Due to the non-cash nature of the transaction, those increases are excluded from 2015 of $5.0 million of purchases that were includedamounts reported in Accounts payable at year-end. Thethe Consolidated Statements of Cash Flows has been adjusted to remove the non-cash transactions. Non-cash transactions for 2015 and 2014 were negligible.Flows.

In 2016, the Company recorded expense of $5.4 million for cost directly related to the acquisition. These costs are included in Selling, general and administrative expenses of AEC segment.

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The following table shows data by geographic area. Net sales are based on the location of the operation recording the final sale to the customer. Net sales recorded by our entity in Switzerland are derived from products sold throughout Europe and Asia, and are invoiced in various currencies.

(in thousands)  2016 2015 2014201820172016
Net sales     
United States $396,238  $323,399  $324,750 $519,349$459,525$396,238
Switzerland 145,479  159,804  184,022 157,339147,601145,479
France85,38657,19542,862
Brazil 60,287  58,846  59,332 62,09360,53560,287
China 48,043  48,490  52,822 50,92348,92048,043
France 42,862  26,081  26,654 
Mexico 27,526  30,581  27,431 48,53431,90227,526
Other countries 59,404  62,667  70,334 58,85558,03959,404
Consolidated total $779,839  $709,868  $745,345 $982,479$863,717$779,839
Property, plant and equipment, at cost, net          
United States $245,626  $172,372  $168,848 $272,584$252,639$245,626
China 65,987  80,786  93,182 48,68661,84065,987
France 42,272  28,539  25,091 50,24558,19642,272
Mexico40,34322,9817,781
Korea 15,585  19,095  23,473 12,39614,55815,585
United Kingdom 14,591  19,029  22,222 12,04214,25614,591
Canada 11,455  12,861  18,236 8,15410,23011,455
Other countries 27,048  24,788  44,061 17,60519,60219,267
Consolidated total $422,564  $357,470  $395,113 $462,055$454,302$422,564

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4. Pensions and Other Postretirement Benefit Plans

Pension Plans

The Company has defined benefit pension plans covering certain U.S. and non-U.S. employees. The U.S. qualified defined benefit pension plan has been closed to new participants since October 1998 and, as of February 2009, benefits accrued under this plan were frozen. As a result of the freeze, employees covered by the pension plan will receive, at retirement, benefits already accrued through February 2009, but no new benefits accrue after that date. Benefit accruals under the U.S. Supplemental Executive Retirement Plan ("SERP"), which is an unfunded plan, were similarly frozen. The U.S. pension plan accounts for 4346 percent of consolidated pension plan assets, and 4445 percent of consolidated pension plan obligations. The eligibility, benefit formulas, and contribution requirements for plans outside of the U.S. vary by location.

The December 31, 2016 and 20152018 benefit obligationsobligation for the U.S. pension and postretirement plans were calculated using the RP-2014 mortality table with MP-2017 generational projection using scale BB-2D from the 2006 mortality basis.projection. For U.S. pension funding purposes, the Company uses the plan’s IRS-basis current liability as its funding target, which is determined based on mandated assumptions. Weak investment returns and low interest rates could result in higher than expected contributions to pension plans in future years.

Other Postretirement Benefits

In addition to providing pension benefits, the Company provides various medical, dental, and life insurance benefits for certain retired United States employees. U.S. employees hired prior to 2005 may become eligible for these benefits if they reach normal retirement age while working for the Company. Benefits provided under this plan are subject to change. Retirees share in the cost of these benefits. EffectiveAny new employees hired after January 2005 any new employees who wish to be covered under this plan will be responsible for the full cost of such benefits. In September 2008, we changed the cost-sharing arrangement under this program such that increases in health care costs are the responsibility of plan participants. In August 2013, we reduced the life insurance benefit for retirees and eliminated the benefit for active employees.

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The Company also provides certain postretirement life insurance benefits to retired employees in Canada. As of December 31, 2016,2018, the accrued postretirement liability was $56.5$50.1 million in the U.S. and $1.0 million in Canada. The Company accrues the cost of providing postretirement benefits during the active service period of the employees. The Company currently funds the plans as claims are paid.

Accounting guidance requires the recognition of the funded status of each defined benefit and other postretirement benefit plan. Each overfunded plan is recognized as an asset and each underfunded plan is recognized as a liability. Company pension plan data for U.S. and non-U.S. plans has been combined for both 20162018 and 2015,2017, except where indicated below.

The Company’s pension and postretirement benefit costs and benefit obligations are based on actuarial valuations that are affected by many assumptions, the most significant of which are the assumed discount rate, expected rate of return on pension plan assets, and mortality. Each of the assumptions is reviewed and updated annually, as appropriate. The assumed rates of return for pension plan assets are determined for each major asset category based on historical rates of return for assets in that category and expectations of future rates of return based, in part, on simulated future capital market performance. The assumed discount rate is based on yields from a portfolio of currently available high-quality fixed-income investments with durations matching the expected future payments, based on the demographics of the plan participants and the plan provisions.

Gains and losses arise from changes in the assumptions used to measure the benefit obligations, and experience different from what had been assumed, including asset returns different than what had been expected. The Company amortizes gains and losses in excess of a “corridor” over the average future service of the plan’s current participants. The corridor is defined as 10 percent of the greater of the plan’s projected benefit obligation

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or market-related value of plan assets. The market-related value of plan assets is also used to determine the expected return on plan assets component of net periodic cost. The Company’s market-related value for its U.S. plan is measured by first determining the absolute difference between the actual and the expected return on the plan assets. The absolute difference in excess of 5 percent of the expected return is added to the market-related value over two years; the remainder is added to the market-related value immediately.

To the extent the Company’s unrecognized net losses and unrecognized prior service costs, including the amount recognized through accumulated other comprehensive income, are not reduced by future favorable plan experience, they will be recognized as a component of the net periodic cost in future years.

In 2018, the Company adopted the provisions of ASU 2017-07, “Compensation – Retirement Benefits: improving the presentation of net periodic pension cost and net periodic postretirement benefit cost”. This accounting update requires that service cost for defined benefit pension and postretirement plans be reported in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. Additionally, 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 a subtotal of income from operations. The Company elected to report the components of net periodic benefit cost other than the service component in the line item, Other expense, net in the Consolidated Statements of Income.

We restated 2017 and 2016 expenses using the application of a practical expedient, which permits the usage of amounts disclosed in the prior year Pension and Other Postretirement benefit plans footnote as the estimation basis for applying the retrospective presentation requirements. The tables below show the 2017 and 2016 amounts reclassified by segment and financial statement line item that resulted from adopting this update:

Effect by segment operating expenses:

(in thousands)Increase/(decrease) in
expense for
December 31, 2017
 Increase/(decrease) in
expense for
December 31, 2016
 
Machine Clothing$(44)$24 
Albany Engineered Composites -   - 
Corporate expenses(2,481)  (2,380)
Total operating expenses$(2,525)$(2,356)
     
Other expense, net$2,525 $2,356 

Effect by Statement of Income line item:

(in thousands)Increase/(decrease) in
expense for
December 31, 2017
 Increase/(decrease) in
expense for
December 31, 2016
 
Cost of goods sold$(503)$(716)
Selling, general and administrative expenses (2,022) (1,754)
Technical and research expenses -  2 
Restructuring expenses, net - 112 
Total operating expenses$(2,525)$(2,356)
     

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The following table sets forth the plan benefit obligations:

 As of December 31, 2016 As of December 31, 2015As of December 31, 2018 As of December 31, 2017 
(in thousands) Pension plans Other postretirement benefits Pension plans Other postretirement benefitsPension
plans
 Other postretirement benefits Pension
plans
 Other postretirement benefits 
    
Benefit obligation, beginning of year $199,856  $59,970  $213,110  $64,987 $230,911 $58,531 $210,856 $57,488 
Service cost 2,656  254  2,959  330 2,723 232 2,720  244 
Interest cost 7,885  2,443  7,787  2,437 7,217 2,024 7,476 2,214 
Plan participants' contributions 249  -  304  - 228   -   211 - 
Actuarial (gain)/loss 17,676  (395) (4,209) (2,855)(10,666) (6,100)6,626 2,743 
Benefits paid (7,057) (4,812) (6,530) (4,758)  (7,814) (3,473)(7,697)  (4,230)
Settlements and curtailments (2,436) -  (321) - (13,807)  - (8)- 
Plan amendments and other 36  -  (37) - 534   - (3)- 
Foreign currency changes (8,009) 28  (13,207) (171)  (7,876)(87)10,730 72 
Benefit obligation, end of year $210,856  $57,488  $199,856  $59,970 $201,450 $51,127 $230,911 $58,531 
                    
Accumulated benefit obligation $200,790  $-  $188,909  $- $193,870  $- $220,622  $- 
                    
Weighted average assumptions used to                    
determine benefit obligations, end of year:                    
Discount rate - U.S. plan 4.20%  4.00%  4.54%  4.24% 4.41% 4.31% 3.70% 3.59% 
Discount rate - non-U.S. plans 2.98%  3.70%  3.67%  4.00% 2.93% 3.65% 2.83% 3.40% 
Compensation increase - U.S. plan -  -  -  - - 3.00% - - 
Compensation increase - non-U.S. plans 3.29%  3.00%  3.24%  3.00% 3.02% 3.00% 3.02% 3.00% 

 

The following sets forth information about plan assets:

  As of December 31, 2016 As of December 31, 2015
(in thousands) Pension plans Other postretirement benefits Pension plans Other postretirement benefits
     
Fair value of plan assets, beginning of year $171,387  $-  $183,199  $- 
   Actual return on plan assets, net of expenses 19,740  -  730  - 
   Employer contributions 6,605  4,812  5,287  4,758 
   Plan participants' contributions 249  72  304  1,068 
   Benefits paid (7,057) (4,884) (6,530) (5,826)
   Settlements (2,308) -  (688) - 
   Foreign currency changes (7,944) -  (10,915) - 
Fair value of plan assets, end of year $180,672  $-  $171,387  $- 

 As of December 31, 2018 As of December 31, 2017 
(in thousands)Pension
plans
 Other
postretirement
benefits
 Pension
plans
 Other
postretirement
benefits
 
         
Fair value of plan assets, beginning of year$205,586  $- $180,672  $- 
   Actual return on plan assets, net of expenses(8,449)-   19,182 - 
   Employer contributions  10,071 3,474 4,645   4,230 
   Plan participants' contributions  228   14  211   37 
   Benefits paid(7,813)  (3,488)  (7,697) (4,267)
   Settlements (13,029)- (8)- 
   Foreign currency changes   (7,652)-    8,581 - 
Fair value of plan assets, end of year$178,942  $- $205,586  $- 

6980

The funded status of the plans was as follows:

 As of December 31, 2016 As of December 31, 2015As of December 31, 2018 As of December 31, 2017 
(in thousands) Pension plans Other postretirement benefits Pension plans Other postretirement benefitsPension
plans
 Other postretirement benefits Pension plans Other postretirement benefits 
            
Fair value of plan assets $180,672  $-  $171,387  $-  $178,942  $-  $205,586  $- 
Benefit obligation 210,856  57,488  199,856  59,970     201,450     51,127  230,911 58,531 
Funded status ($30,184) ($57,488) ($28,469) ($59,970)$(22,508)$(51,127)$(25,325)$(58,531)
                    
Accrued benefit cost, end of year ($30,184) ($57,488) ($28,469) ($59,970)$(22,508)$(51,127)$(25,325)$(58,531)
                    
Amounts recognized in the consolidated balance sheet consist of the following:              
Noncurrent asset $7,794  $-  $10,423  $-  $14,206  $-  $16,242  $- 
Current liability (2,057) (4,195) (2,110) (4,660)  (2,124)(3,890)(2,094)(4,108)
Noncurrent liability (35,921) (53,293) (36,782) (55,310) (34,590)   (47,237)   (39,473)   (54,423)
Net amount recognized ($30,184) ($57,488) ($28,469) ($59,970)$(22,508)$(51,127)$(25,325)$(58,531)
                    
Amounts recognized in accumulated other comprehensive income consist of:                 
Net actuarial loss $72,400  $34,782  $69,896  $37,997  $68,110  $25,660  $67,283  $34,717 
Prior service cost/(credit) 597  (30,899) 608  (35,387)   1,020    (21,922)572    (26,411)
Net amount recognized $72,997  $3,883  $70,504  $2,610 $69,130 $3,738 $67,855 $8,306 

 

The composition of the net pension plan funded status as of December 31, 20162018 was as follows:

   Non-U.S.   
(in thousands)U.S. plan plans Total 
       
Pension plans with pension assets$(2,594) $11,735  $9,141 
Pension plans without pension assets (6,716)  (24,933)  (31,649)
Total$(9,310)$(13,198)$(22,508)

   Non-U.S. 
(in thousands) U.S. plan plans Total
    
Pension plans with pension assets ($5,197) $5,648  $451 
Pension plans without pension assets (7,761) (22,874) (30,635)
Total ($12,958) ($17,226) ($30,184)

The net underfunded balance in the U.S. principally relates to the Supplemental Executive Retirement Plan.

7081

The composition of the net periodic benefit plan cost for the years ended December 31, 2016, 2015,2018, 2017, and 2014,2016, was as follows:

  Pension plans  Other postretirement benefits
(in thousands) 2016 2015 2014 2016 2015 2014
       
Components of net periodic benefit cost:                  
Service cost $2,656  $2,959  $3,269  $254  $330  $314 
Interest cost 7,885  7,787  9,505  2,443  2,437  2,741 
Expected return on assets (8,675) (8,630) (9,577) -  -  - 
Amortization of prior service cost/(credit) 38  48  53  (4,488) (4,488) (4,488)
Amortization of transition obligation -  -  -  -  -  - 
Amortization of net actuarial loss 2,283  2,594  2,421  2,819  3,338  2,908 
Settlement 162  103  8,331  -  -  - 
Curtailment (gain)/loss (111) -  (942) -  -  - 
Special/contractual termination of benefits -  44  -  -  -  - 
Net periodic benefit cost $4,238  $4,905  $13,060  $1,028  $1,617  $1,475 
                   
Weighted average assumptions used to determine net cost:               
Discount rate - U.S. plan 4.54%  4.18%  5.22%  4.24%  3.90%  4.68% 
Discount rate - non-U.S. plan 3.67%  3.58%  4.50%  4.00%  3.85%  4.75% 
Expected return on plan assets - U.S. plan 4.74%  4.43%  5.40%  -  -  - 
Expected return on plan assets - non-U.S. plans 5.39%  5.52%  5.65%  -  -  - 
Rate of compensation increase - U.S. plan -  -  -  -  -  - 
Rate of compensation increase - non-U.S. plans 3.24%  3.23%  3.39%  3.00%  3.00%  3.00% 
Health care cost trend rate (U.S. and non-U.S. plans):                   
Initial rate -  -  -  -  -  - 
Ultimate rate -  -  -  -  -  - 
Years to ultimate -  -  -  -  -  - 

   Pension plans   Other postretirement benefits
 (in thousands)  2018   2017   2016   2018   2017   2016 
Components of net periodic benefit cost:                        
Service cost $2,723   $2,720   $2,656   $232   $244   $254 
Interest cost  7,217   7,476   7,885   2,024   2,214   2,443 
Expected return on assets  (8,873)  (8,152)  (8,675)  -   -   - 
Amortization of prior service cost/(credit)  34   36   38   (4,488)  (4,488)  (4,488)
Amortization of net actuarial loss  2,219   2,628   2,283   2,956   2,811   2,819 
Settlement  2,246   -   163   -   -   - 
Curtailment (gain)/loss  (752)  -   (112)  -   -   - 
Net periodic benefit cost $4,814   $4,708   $4,238   $724   $781   $1,028 
Weighted average assumptions used to determine                        
net cost:                        
Discount rate - U.S. plan  3.70%  4.20%  4.54%  3.59%  4.00%  4.24%
Discount rate - non-U.S. plans  2.83%  2.98%  3.67%  3.40%  3.70%  4.00%
Expected return on plan assets - U.S. plan  3.87%  4.40%  4.74%  -   -   - 
Expected return on plan assets - non-U.S. plans  4.83%  4.46%  5.39%  -   -   - 
Rate of compensation increase - U.S. plan  -   -   -   -   -   - 
Rate of compensation increase - non-U.S. plans  3.04%  3.29%  3.24%  3.00%  3.00%  3.00%

Pretax (gains)/losses inon plan assets and benefit obligations recognized in other comprehensive income duringfor the years ended December 31, 2018, 2017, and 2016, werewas as follows:

  Other
 Pension postretirementPension
plans
 Other
postretirement
benefits
(in thousands) plan benefits2018 2017 2016  2018 2017 2016 
             
Settlements/curtailments ($51) $  - $(1,494) $ -    $(51)  $ -     $ -     $ -    
Asset/liability loss/(gain) 6,519  (395)6,411  (4,408) 6,519     (6,100)  2,743  (395)
Amortization of actuarial (loss) (2,283) (2,819)  (2,219) (2,628)(2,283)   (2,956)  (2,811)  (2,819)
Amortization of prior service (cost)/credit (38) 4,488 
Amortization of transition (obligation) -  - 
Amortization of prior service cost/(credit)  (34)  (36) (38)     4,488   4,488 4,488 
Currency impact (1,655) (1)  (1,389) 1,930  (1,655)  -  2 (1)
Cost in other comprehensive income $2,492  $1,273 
Total cost recognized in net periodic benefit cost and other comprehensive income $6,730  $2,301 
Cost/(benefit) in Other comprehensive income$1,275 $(5,142)$2,492  $(4,568)$4,422 $1,273 

 

71

The estimated amounts that will be amortized from accumulated other comprehensive income into net periodic benefit cost in 20172019 are as follows:

  Total  Total 
 Total postretirementTotal postretirement 
(in thousands) pension benefitspension benefits 
Actuarial loss $2,578  $2,811 $2,254 $2,226 
Prior service cost/(benefit) 38  (4,488)68  (4,488)
Total $2,616  ($1,677)$2,322 $(2,262)

 

Investment Strategy

Our investment strategy for pension assets differs for the various countries in which we have defined benefit pension plans. Some of our defined benefit plans do not require funded trusts and, in those arrangements, the Company funds the plans on a “pay as you go” basis. The largest of the funded defined benefit plans is the United States plan.

82

United States plan:

During 2009, we changed our investment strategy for the United States pension plan by adopting a liability-driven investment strategy. Under this arrangement, the Company seeks to invest in assets that track closely to the discount rate that is used to measure the plan liabilities. Accordingly, the plan assets are primarily debt securities. The change in investment strategy is reflective of the Company’s 2008 decision to freeze benefit accruals under the plan.

Non-United States plans:

For the countries in which the Company has funded pension trusts, the investment strategy is to achieve a competitive, total investment return, achieving diversification between and within asset classes and managing other risks. Investment objectives for each asset class are determined based on specific risks and investment opportunities identified. Actual allocations to each asset class vary from target allocations due to periodic investment strategy changes, market value fluctuations, the length of time it takes to fully implement investment allocation positions, and the timing of benefit payments and contributions.

Fair-Value Measurements

The following tables present plan assets as of December 31, 2016,2018, and 2015,2017, using the fair-value hierarchy, which has three levels based on the reliability of inputs used, as described in Note 15.17. Certain investments that are measured at fair value using net asset value (NAV) as a practical expedient are not required to be categorized in the fair value hierarchy table. The total fair value of these investments is included in the table below to permit reconciliation of the fair value hierarchy to amounts presented in the funded status table above. As of December 31, 20162018 and 2015,2017, there were no investments expected to be sold at a value materially different than NAV.

Assets at Fair Value as of December 31, 2018
(in thousands)

Quoted prices
in active markets
Level 1

Significant other
observable inputs
Level 2

Significant
unobservable inputs
Level 3

Total
     
Common Stocks and equity funds$284$-$-$284
Debt securities-78,523-78,523
Insurance contracts--2,8902,890
Cash and short-term investments3,016--3,016
Total investments in the fair value hierarchy$3,300$78,523$2,890 84,713
     
Investments at net asset value:    
 Common Stocks and equity funds   42,852
 Fixed income funds   47,534
 Limited partnerships   3,843
Total plan assets   $178,942
       

7283

  Assets at Fair Value as of December 31, 2016
  Quoted prices Significant other Significant 
  in active markets observable inputs unobservable inputs 
(in thousands) Level 1 Level 2 Level 3 Total
     
Common Stocks and equity funds $309  $-  $-  $309 
Debt securities -  74,449  -  74,449 
Insurance contracts -  -  2,238  2,238 
Cash and short-term investments 3,401  -  -  3,401 
Total investments in the fair value hierarchy $3,710  $74,449  $2,238  80,397 
             
Investments at net asset value:            
Common Stocks and equity funds          35,510 
Fixed income funds          59,662 
Limited partnerships          5,065 
Hedge funds          38 
Total plan assets          $180,672 

  Assets at Fair Value as of December 31, 2015
  Quoted prices Significant other Significant 
  in active markets observable inputs unobservable inputs 
(in thousands) Level 1 Level 2 Level 3 Total
     
Common Stocks and equity funds $404  $-  $-  $404 
Debt securities -  71,886  -  71,886 
Insurance contracts -  -  2,403  2,403 
Cash and short-term investments 2,501  -  -  2,501 
Total investments in the fair value hierarchy $2,905  $71,886  $2,403  77,194 
             
Investments at net asset value:            
Common Stocks and equity funds          34,709 
Fixed income funds          53,616 
Limited partnerships          5,676 
Hedge funds          192 
Total plan assets          $171,387 

Assets at Fair Value as of December 31, 2017
(in thousands)

Quoted prices
in active markets
Level 1

Significant other
observable inputs
Level 2

Significant
unobservable inputs
Level 3

Total
Common Stocks and equity funds$335$-$-$335
Debt securities-81,363-81,363
Insurance contracts--2,4072,407
Cash and short-term investments3,253--3,253
Total investments in the fair value hierarchy$3,588$81,363$2,40787,358
     
Investments at net asset value:    
 Common Stocks and equity funds   37,768
 Fixed income funds   75,881
 Limited partnerships   4,579
Total plan assets   $205,586
       

The following tables present a reconciliation of Level 3 assets held during the years ended December 31, 20162018 and 2015:2017:

(in thousands) December 31, 2015 Net realized
gains/(losses)
  Net unrealized gains/(losses) Net purchases, issuances and settlements Net transfers
(out of)
Level 3
  December 31, 2016December
31, 2017
Net
realized gains
Net
unrealized
gains
  Net
purchases,
issuances
and
settlements

Net transfers
(out of)

Level 3

December
31, 2018
Insurance contracts $2,403  $-  $26  $(191)  $-  $2,238 
Insurance contracts -    
Total level 3 assets $2,403  $-  $26  ($191)  $-  $2,238 $2,407$-$(45) $528$-$2,890

 

(in thousands)December
31, 2016
Net
realized gains
Net
unrealized
gains
Net purchases,
issuances
and
settlements

Net
transfers
(out of)

Level 3

December
31, 2017

Insurance contracts -

     
Total level 3 assets$2,238$-$56$113$-$2,407

73

(in thousands) December 31, 2014  Net realized
gains/(losses)
  Net unrealized gains/(losses) Net purchases, issuances and settlements  Net transfers
(out of)
Level 3
  December 31, 2015
Insurance contracts $2,133  $-  $35  $235  $-  $2,403 
Total level 3 assets $2,133  $-  $35  $235  $-  $2,403 

The asset allocation for the Company’s U.S. and non-U.S. pension plans for 20152017 and 2016,2018, and the target allocation, for 2017, by asset category, are as follows:

  United States Plan  Non-U.S. Plans 
 Target Percentage of plan assetsTarget Percentage of plan assets United States Plan Non-U.S. Plans
 Allocation at plan measurement dateAllocation at plan measurement date

Target

Allocation

Percentage of plan assets

at plan measurement date

Target

Allocation

Percentage of plan assets

at plan measurement date

Asset category 2017 2016 2015 2017 2016 2015  2018 2017 2018 2017
  
Equity securities              -    2% 3% 32% 33% 35%     -   1% 1%20%19% 30%
Debt securities 100% 92% 92% 64% 61% 55% 100%94% 95%75%74% 64%
Real estate              -    5% 5%              -                   -    4%     -   4% 4%1%1% 1%
Other (1)              -    1%                -    4% 6% 6%     -   1%   -   4%6% 5%
 100% 100% 100% 100% 100% 100% 100%100% 100%100%100% 100%

 

(1)       Other includes hedged equity and absolute return strategies, and private equity. The Company has procedures to closely monitor the performance of these investments and compares asset valuations to audited financial statements of the funds.

84

The targeted plan asset allocation is based on an analysis of the actuarial liabilities, a review of viable asset classes, and an analysis of the expected rate of return, risk, and other investment characteristics of various investment asset classes.

74

At the end of 20162018 and 2015,2017, the projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for pension plans with projected benefit obligation and an accumulated benefit obligation in excess of plan assets were as follows:

Plans with projected benefit obligation
          in excess of plan assets

Plans with projected

benefit obligation in

excess of plan assets

(in thousands)2016201520182017
Projected benefit obligation$121,600$120,312$123,261$131,717
Accumulated benefit obligation119,753117,447
Fair value of plan assets83,62281,42186,54790,149
  
  
 

Plans with accumulated

benefit obligation in

excess of plan assets

Plans with accumulated benefit obligation
          in excess of plan assets
(in thousands)2016201520182017
Projected benefit obligation$121,511$120,312
Accumulated benefit obligation119,728117,447$120,869$129,698
Fair value of plan assets83,55881,42186,06290,149
 

 

Information about expected cash flows for the pension and other benefit obligations are as follows:

(in thousands)Pension plansOther postretirement benefitsPension plans

Other postretirement benefits

Expected employer contributions and direct employer payments in the next fiscal year$3,727$4,195$4,150$3,890
  
Expected benefit payments  
2017$6,625$4,195
20187,0134,047
20197,3803,9137,2923,890
20207,8733,8047,4723,771
20218,4733,7488,1753,701
2022-202650,99017,983
20228,3223,653
20238,6473,613
2024-202849,84617,066

85

 

5. Restructuring

In 2017, the Company announced a proposal to discontinue operations at its MC production facility in Sélestat, France. The restructuring program was driven by the Company’s need to balance manufacturing capacity with demand. During 2017, we incurred $1.1 million of restructuring expense associated with this proposal but were unable to reasonably estimate the total costs for severance and other charges associated with the proposal as there was no assurance, at that time, that approval for the proposal would be obtained. In 2018, the plan was approved by the French Labor Ministry which led to restructuring expense of $10.7 million in 2018, which includes severance and outplacement costs for the approximately 50 positions that were terminated under this plan. Since 2017, we have recorded $11.8 million of restructuring charges related to this action. As a result of this action, we recorded a pension plan curtailment gain of $0.7 million which is recorded in Other expense, net.

In 2016, the Company announced a plan to discontinuediscontinued research and development activities at its Machine Clothing productionMC facility in Sélestat, France. We subsequently reached agreement with the Works Council on the restructuringFrance as part of a plan to reduce research and we recordeddevelopment costs. This initiative resulted in 2016 expense of $2.2 million of restructuring expense in 2016 for severance, outplacement, and the write-off of equipment. In 2017 and 2018, we recorded additional restructuring charges of $1.6 million and $1.0 million respectively, principally related to additional termination benefits paid to former employees. Since 2016, we have recorded $4.8 million of restructuring charges related to this action.

In 2017, the Company initiated work force reductions in AEC locations in Salt Lake City, Utah and Rochester, New Hampshire. The 2017 and 2018 restructuring charges include expenses of $5.0 million and $1.1 million, respectively. To date, we have recorded $6.1 million of restructuring charges related to these actions.

AEC restructuring charges in 2018 included expenses related to the discontinuation of certain manufacturing processes in Salt Lake City, resulting in a non-cash restructuring charge of $1.7 million, and an additional $0.2 million for severance. The non-cash restructuring charge results from an impairment of related manufacturing equipment. The Company has decided to dispose of that equipment by sale and the impairment charge reflects management’s estimate of proceeds that may be recovered in the sale. As of December 31, 2018, the asset value, net of the impairment charge, is included in Prepaid expenses and other current assets in the accompanying Consolidated Balance Sheets. To date, we have recorded $1.9 million of restructuring charges related to these actions.

In 2017, the Company decided to discontinue the Bear Claw® line of hydraulic fracturing components used in the oil and gas industry, which was part of the Harris aerostructures business acquired by AEC in 2016. This decision resulted in a non-cash restructuring charge of $4.5 million for the write-off of intangible assets and equipment, and a $2.8 million charge to Cost savings associated with this action reduced 2016 research and development expenses.of goods sold for the write-off of inventory.

AEC restructuring expenses in 2016 were principally related to the consolidation of legacy programs into Boerne, Texas.

In 2015, the Company announced a plan to discontinue manufacturing operations at its press fabric manufacturing facility in Göppingen, Germany and manufacturing operations were discontinued during the second quarter.which led to total restructuring charges of $14.8 million from 2015 to 2017, including $11.4 million in 2015. The restructuring program was driven by the Company’s need to balance manufacturing capacity with

75

demand. In 2015, we recorded charges of $11.4 million related to this restructuring, including $3.3 million related to the write down of the land2016 and former manufacturing facility to estimated fair market value, and the property was sold in 2016 at that value. In 2016,2017, we recorded additional restructuring charges of $2.6 million and $0.8 million, respectively, principally related to the final closure of the plant in Germany.

In the fourth quarter of 2015, the Company implemented an early retirement program for certain employees in the United States. Restructuring charges associated with this restructuring program were $8.1 million.86

2015 restructuring charges also includes $4.3 million related to the reduction in STG&R employment in Machine Clothing and Corporate. Machine Clothing restructuring costs in 2014 were principally related to restructuring of manufacturing operations in France, where employment was reduced by approximately 200 positions.

Albany Engineered Composites restructuring expenses in 2014 were principally related to organizational changes and exiting certain aerospace programs.

The following table summarizes charges reported in the Consolidated Statements of Income under “Restructuring and other,expenses, net”:

Year ended December 31, 2016 Total restructuring costs incurred    Termination and other costs   Impairment of plant and equipment  Benefit plan curtailment/ settlement  
(in thousands)            
  

Year ended December 31, 2018

(in thousands)

Total
restructuring

costs incurred
Termination and
other costs
Impairment of
assets
Machine Clothing $6,069  $5,756  $425  ($112) $12,278 $11,890 $388
Albany Engineered Composites 2,314  1,502  812    3,048 1,286 1,762
Corporate expenses (7) (7)        244  -   
Total $8,376  $7,251  $1,237  ($112) $15,570 $13,420 $2,150

 

Year ended December 31, 2015 Total restructuring costs incurred    Termination and other costs   Impairment of plant and equipment  Benefit plan curtailment/ settlement  
(in thousands)            
  

Year ended December 31, 2017

(in thousands)

Total
restructuring
costs incurred
Termination and
other costs
Impairment of
assets
Machine Clothing $22,211  $18,906  $3,305  $-  $3,429 $2,945 $484
Albany Engineered Composites -  -  -  -  10,0625,0045,058
Corporate expenses 1,635  1,635  -  -  -  -   
Total $23,846  $20,541  $3,305  $-  $13,491 $7,949 $5,542

 

Year ended December 31, 2014 Total restructuring costs incurred    Termination and other costs   Impairment of plant and equipment  Benefit plan curtailment/ settlement  
(in thousands)            
 Machine Clothing $4,828  $5,769  $-  ($941)
 Albany Engineered Composites 931  319  612  - 
 Corporate expenses -  -  -  - 
 Total $5,759  $6,088  $612  ($941)

 

 Year ended December 31, 2016

(in thousands)

Total
restructuring
costs incurred
  Termination and
other costs
 Impairment of
assets
 Machine Clothing   $6,181  $5,756  $425
 Albany Engineered Composites  2,314 1,502  812
 Corporate expenses  (7)  (7)-   
 Total   $8,488  $7,251  $1,237

76

We expect that approximately $4.7$5.5 million of Accrued liabilities for restructuring at December 31, 20162018 will be paid within one year and approximately $0.9$0.1 million will be paid the following year. The table below presents the changes in restructuring liabilities for 20162018 and 2015,2017, all of which related to termination costs:

 December 31, Restructuring  Currency December 31,
(in thousands) 2015 charges accrued Payments translation/other 2016

December 31,

2017

Restructuring
charges accrued
Payments Currency
translation/other
 December 31,
2018
                    
Total termination and other costs $10,177  $7,251  ($11,800) ($69) $5,559 $3,326$13,420$(10,696)$(480)$5,570

 

 December 31, Restructuring  Currency December 31,
(in thousands) 2014 charges accrued Payments translation/other 2015December 31,
2016
Restructuring
charges accrued
Payments Currency
translation/other
December 31,
2017
                  
Total termination and other costs $1,874  $20,541  ($12,323) $85  $10,177 $5,559$7,949$(10,351)$169$3,326

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6. Other Expense/(Income),Expense, net

The components of Other Expense/(Income),Expense, net, are:

(in thousands)  2016 2015 20142018 2017 2016 
Currency transactions ($3,532) $1,496  ($6,379)$(67)$4,634 $(3,532)
Bank fees and amortization of debt issuance costs 759  916  1,174  417 487  759 
Loss due to theft of cash 2,506  -  - 
Gain on sale of investment -  (872) - 
Pension settlements and curtailments  1,494    51
Components of net periodic pension and postretirement cost other than service  1,089  2,525   2,305 
Gain on insurance recovery -  -  (1,126)-  (2,000)- 
Loss due to theft-   -   2,506 
Other 313  893  (522)   1,104 1,231   313 
Total $46  $2,433  ($6,853)$4,037 $6,877 $2,402 

In 2018, the Company adopted the provisions of ASU 2017-07. This accounting update required the components of net periodic pension and postretirement benefit costs, other than service cost, to be reported separately from the service cost component and outside of operating income. The Company elected to report other components of net periodic pension and postretirement cost in Other expense, net. The comparative consolidated statement of income was restated as required by this update. Additional detail of this accounting update is disclosed in Note 4.

In 2018, the Company took actions to settle a portion of its non-U.S. defined benefit pension plan liabilities, which resulted in a settlement charge of $2.2 million.

In 2018, the Company recorded a pension curtailment gain of $0.7 million related to the restructuring in Sélestat, France.

In 2016, the Company had a loss due to theft of cash in Japan, resulting in a loss of $2.5 million. While some of the loss occurred in prior periods, that portion was not material and, accordingly, we have not restated any previously-issued financial statements.

In March 2015,September 2017, the Company sold its total equity investment inrecorded an unaffiliated company, resulting in ainsurance recovery gain of $0.9 million. The value of the investment had been written off in 2004.

In July 2013, the Company’s manufacturing facility in Germany was damaged by severe weather. At$2.0 million related to that time, the Company expensed the remaining book value of the damaged property, but the value was minimal. The gain recorded in 2014 represents the finalization of the insurance claim.incident.

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7. Income Taxes

The following tables present components of income tax expense/(benefit) and income before income taxes on continuing operations:

         
(in thousands) 2016 2015 2014(in thousands) 2018 2017 2016 
   
Income tax based on income from continuing operations, at estimated tax rates of 35%, 32%, and 34%, respectively $27,629  $16,388  $25,703 
Pension plan settlements -  -  (3,194)
Income tax based on income from continuing operations, atIncome tax based on income from continuing operations, at      
estimated tax rates of 31%, 32%, and 35%, respectivelyestimated tax rates of 31%, 32%, and 35%, respectively $36,044  $17,519  $27,629 
Income tax before discrete items 27,629  16,388  22,509 Income tax before discrete items 36,044  17,519  27,629 
               
Discrete tax expense/(benefit):         
Worthless Stock deduction -  (28,553) - 
Repatriation of non-U.S. prior years' earnings -  -  2,210 
Discrete tax expense(benefit):Discrete tax expense(benefit):      
Net impact of mandatory deemed repatriation Net impact of mandatory deemed repatriation (1,003) 5,758   - 
Provision for/resolution of tax audits and contingencies, net (2,856) 6,500  744  Provision for/resolution of tax audits and contingencies, net  1,286  1,329  (2,856)
Adjustments to prior period tax liabilities 769  (867) 397  Adjustments to prior period tax liabilities (1,284)  (840) 586 
Provision for/adjustment to beginning of year valuation allowances (88) 75  (109) Provision for/adjustment to beginning of year valuation allowances (4,882) (3,522) (88)
Enacted tax legislation -  670  -  Enacted tax legislation 2,067  1,879  183 
Total income tax expense/(benefit) $25,454  ($5,787) $25,751 
Total income tax expenseTotal income tax expense $32,228 $22,123 $25,454 
      
       

 

(in thousands) 2016 2015 2014
Income/(loss) before income taxes:   
  U.S. $8,556  ($7,211) $4,993 
  Non-U.S. 69,710  58,689  62,507 
  $78,266  $51,478  $67,500 
          
Income tax provision:         
          
  Current:         
    Federal $3,728  $-  $1,874 
    State 176  1,993  1,102 
    Non-U.S. 19,979  20,842  17,474 
  $23,883  $22,835  $20,450 
          
  Deferred:         
    Federal $2,138  ($34,135) ($1,707)
    State 1,984  (40) (495)
    Non-U.S. (2,551) 5,553  7,503 
  $1,571  ($28,622) $5,301 
          
Total income tax expense/(benefit) $25,454  ($5,787) $25,751 

(in thousands) 2018 2017 2016
Income/(loss) before income taxes:         
     U.S. $41,875  $(5,865) $8,556 
     Non-U.S. 73,372  60,573  69,710 
  $115,247  $54,708  $78,266 
Income tax provision         
Current:         
     Federal $304  $1,551  $3,728 
     State 4,996  1,770  176 
     Non-U.S. 21,557  19,282  19,979 
  $26,857  $22,603  $23,883 
Deferred:         
     Federal $10,700  $1,881  $2,138 
     State (338) (1,237) 1,984 
     Non-U.S. (4,991) (1,124) (2,551)
  $5,371  $(480) $1,571 
          
Total income tax expense $32,228  $22,123  $25,454 

 

The significant components of deferred income tax expense/(benefit) are as follows:

(in thousands) 2016 2015 2014(in thousands) 2018 2017 2016 
Net effect of temporary differences $7,214  ($7,615) ($1,667)Net effect of temporary differences$(4,657)$(5,774)$7,214 
Foreign tax credits (6,869) (17,874) (481)Foreign tax credits     9,437 8,340    (6,869)
Retirement benefits 1,734  1,844  1,438 Retirement benefits     2,360  (502)1,734 
Net impact to operating loss carryforwards (603) (5,722) 6,120 Net impact to operating loss carryforwards    1,046  (900) (603)
Enacted changes in tax laws and rates 183  670  - Enacted changes in tax laws and rates    2,067 1,878   183 
Adjustments to beginning-of-the-year valuation      
allowance balance for changes in circumstances (88) 75  (109)
         
Adjustment to beginning-of-the-year valuation allowance balance for changes in circumstancesAdjustment to beginning-of-the-year valuation allowance balance for changes in circumstances   (4,882)   (3,522)   (88)
Total $1,571  ($28,622) $5,301  $5,371 $(480)$1,571 

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A reconciliation of the U.S. federal statutory tax rate to the Company’s effective income tax rate is as follows:

  2016 2015 2014
U.S. federal statutory tax rate 35.0% 35.0% 35.0%
State taxes, net of federal benefit 2.3  2.4  1.7 
Non-U.S. local income taxes 3.5  4.1  4.0 
Foreign adjustments 1.6  7.4  3.7 
Foreign rate differential (11.3) (13.6) (13.9)
Net U.S. tax on non-U.S. earnings and foreign withholdings 5.8  (1.8) 8.0 
Provision for/resolution of tax audits and contingencies, net (3.4) 12.6  1.0 
Research and development and other tax credits (1.2) (2.4) (1.6)
Adjustment to beginning of year valuation allowances (0.1) 0.1  (0.2)
Worthless stock deduction -  (55.5) - 
Other 0.3  0.5  0.4 
Effective income tax rate 32.5% (11.2)% 38.1%

 2018 2017 2016 
U.S. federal statutory tax rate21.0%35.0%35.0%
State taxes, net of federal benefit2.9 0.4 1.2 
Non-U.S. local income taxes3.3 5.9 3.5 
U.S. permanent adjustments(0.3)0.5 1.5 
Foreign permanent adjustments(0.4)0.4 1.6 
Foreign rate differential0.2 (10.5)(11.3)
Net U.S. tax on non-U.S. earnings and foreign withholdings5.7 11.9 5.8 
Provision for/resolution of tax audits and contingencies, net1.1 2.4 (3.4)
Research and development and other tax credits(0.1)(1.5)(1.2)
Provision for/adjustment to beginning of year valuation allowances(4.2)(6.4)(0.1)
Enacted tax legislation and rate change1.8   3.0 - 
Return to provision and other adjustments(3.0)(0.7)(0.1)
Effective income tax rate  28.0%   40.4%32.5%

The Company has operations which constitute a taxable presence in 18 countries outside of the United States. AllThe majority of these countries had income tax rates that were at or beloware above the United States’States federal tax rate of 35%21% during the periods reported.2018. The jurisdictional location of earnings is a significant component of ourthe Company’s effective tax rate each year. The rate impact of this component is influenced by the specific location of non-U.S. earnings and the level of ourthe Company’s total earnings. From period to period, the jurisdictional mix of earnings can vary as a result of operating fluctuations in the normal course of business, as well as the extent and location of other income and expense items, such as pension settlement and restructuring charges. The foreign income tax rate differential that is included above in the reconciliation of the effective tax rate includes the difference between tax expense calculated at the U.S. federal statutory tax rate of 35%21% and the expense accrued based on lowerthe different statutory tax rates that apply in the jurisdictions where the income or loss is earned.

During the periods reported, income outside of the U.S. was heavily concentrated within Brazil (blended 34% tax rate), China (both with 25%(25% tax rates)rate), and Mexico (30% tax rate) and Switzerland (8% tax rate). As a result, the foreign income tax rate differential was primarily attributable to these tax rate differences.

On December 22, 2017, the U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018, while also repealing the deduction for domestic production activities, implementing a territorial tax system, imposing a transition tax on deemed repatriated earnings of foreign subsidiaries, creating new taxes on certain foreign-sourced earnings including global intangible low-taxed income (GILTI) and creating the foreign-derived intangible income (FDII) deduction. U.S. GAAP requires that the impact of tax legislation be recognized in the period in which the law was enacted.

In December 2017, the Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 118 (SAB 118), which addresses how a company recognizes provisional amounts when a company does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the effect of the changes in the Tax Reform Act. The measurement period ends when a company has obtained, prepared and analyzed the information necessary to finalize its accounting, but cannot extend beyond one year. The Company elected to apply the measurement period guidance provided in SAB 118. As of December 31, 2018, the accounting for all of the enactment-date income tax effects of the Tax Reform Act was complete. As further discussed below, during 2018, the Company recognized adjustments of $(0.6) million to the provisional amounts recorded at December 31, 2017 and included these adjustments as a component of income tax expense from continuing operations.

7990

Deferred tax assets and liabilities: At December 31, 2017, the Company re-measured certain deferred tax assets and liabilities based on the federal rate of 21%. Upon further analysis of certain aspects of the Tax Reform Act and refinement of the calculations during the 12 months ended December 31, 2018, the Company adjusted its provisional amount by $1.6 million, which is included as a component of income tax expense from continuing operations.

Foreign tax effects:At December 31, 2017, the Company recorded a provisional federal tax charge due to the transition tax on deemed repatriation of foreign earnings because the Company had not yet completed its enactment-date accounting for these effects. The Company recorded a net $1.0 million reduction to the provisional transition tax in 2018. The $1.0 million adjustment was comprised of a $1.1 million federal tax benefit attributable to adjustments discovered while analyzing the post 1986 earnings and profits and tax pools through 2017, and a $0.1 million state tax charge based on interpretive guidance issued by various states during the year on how the deemed mandatory repatriation would be taxed in those jurisdictions. The changes to 2017 enactment-date provisional amounts decreased the effective tax rate in 2018 by 0.9%.

The Company continues to believe that the Base Erosion Anti-Abuse Tax (BEAT) does not apply. The Company currently makes payments to its non-U.S. affiliates for contract manufacturing services and contract research and development recharge expenses. The contract manufacturing costs are excluded from BEAT as they are considered cost of goods sold expenses. The contract research and development payments would be subject to BEAT. However, the Company exceeds the gross revenue threshold test, but it does not meet the 3% Base Erosion percentage requirement. Therefore, the Company is not subject to the BEAT provisions. As such, no adjustments have been recorded in the December 31, 2018 financial statements.

The Company has elected to account for the GILTI tax as a current-period expense when incurred (the “period cost method”). The net GILTI inclusion calculated by the Company (including the gross up on the GILTI Inclusion and GILTI deduction) was $24.3 million. The Company has also generated apportioned foreign tax credits available to be applied to GILTI in the amount of $2.4 million. Overall, the GILTI inclusion less the applicable foreign tax credits increased the effective tax rate by 2.3%. The Company also calculated a foreign-derived intangible income FDII deduction of $3.4 million which decreased the effective tax rate by 0.6%.

Other federal tax:As a result of the Tax Reform Act, the corporate alternative minimum tax (AMT) was repealed. In addition, tax payers with AMT carryforwards in excess of their regular tax liability may have the credits refunded over years from 2018 to 2022. The Company has $1.3 million of AMT credit carryforward which has been reclassified to non-current federal tax receivable.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of certain assets and liabilities for financial reporting purposes and income tax return purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows:

  U.S.  Non-U.S. 
  2016 2015 2016 2015
(in thousands)    
     
Noncurrent deferred tax assets:            
  Accounts receivable $1,155  $1,392  $1,381  $1,304 
  Inventories 1,193  897  1,868  1,750 
  Deferred compensation 7,533  6,714  -  - 
  Depreciation and amortization 2,786  10,323  5,030  4,882 
  Postretirement benefits 26,602  26,475  3,478  4,138 
  Tax loss carryforwards 1,760  2,682  26,084  27,134 
  Tax credit carryforwards 50,624  42,851  1,186  1,740 
  Other 7,828  10,222  2,876  3,503 
Noncurrent deferred tax assets            
  before valuation allowance 99,481  101,556  41,903  44,451 
             
Less: valuation allowance -  -  (22,821) (24,439)
Total noncurrent deferred tax assets 99,481  101,556  19,082  20,012 
             
Total deferred tax assets $99,481  $101,556  $19,082  $20,012 
             
Noncurrent deferred tax liabilities:            
  Unrepatriated foreign earnings $1,602  $1,157  $-  $- 
  Depreciation and amortization 43,156  10,309  2,466  3,174 
  Postretirement benefits -  -  1,411  2,003 
  Deferred gain 7,156  7,559  -  - 
  Branch losses subject to recapture -  -  -  918 
  Other 2,198  -  2,897  3,245 
Total deferred tax liabilities $54,112  19,025  $6,774  9,340 
             
Net deferred tax asset $45,369  $82,531  $12,308  $10,672 

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 U.S.Non-U.S. 
(in thousands)201820172018 2017 
       
Noncurrent deferred tax assets:      
Accounts receivable $686 $557 $1,224  $1,341 
Inventories    442 1,109    829   961 
Deferred compensation 4,460 3,300 1,053  1,362 
Depreciation and amortization    -  - 4,252  3,211 
Postretirement benefits    14,759  18,286 1,667  1,464 
Tax loss carryforwards 1,199 1,368    21,890   22,639 
Tax credit carryforwards    30,523  41,920 1,197  1,654 
Other 5,834 3,891    -     - 
Noncurrent deferred tax assets          
  before valuation allowance    57,903  70,431    32,112   32,632 
       
Less: valuation allowance    -    -    (8,389)  (16,057)
Total noncurrent deferred tax assets    57,903    70,431    23,723     16,575 
       
Total deferred tax assets $57,903 $70,431 $23,723  $16,575 
       
Noncurrent deferred tax liabilities:      
Unrepatriated foreign earnings $4,028 $914 $-  $- 
Depreciation and amortization    12,848  20,170    -   - 
Deferred gain 3,762 4,169    -   - 
Other 1,162 81 4,750  2,597 
Total noncurrent deferred tax liabilities $21,800 $25,334 $4,750  $2,597 
       
Net deferred tax liabilities $21,800 $25,334 $4,750  $2,597 
       
Net deferred tax asset $36,103 $45,097 $18,973  $13,978 

Deferred income tax assets, net of valuation allowances, are expected to be realized through the reversal of existing taxable temporary differences and future taxable income. In 2016,2018, the Company recorded the following decreasesmovements in its valuation allowance: $0.9$0.2 million decrease in a valuation allowance due to a net reduction in the related deferred tax assets, $0.3$6.6 million decrease due to the elimination of previously recorded valuation allowances, and $0.4$0.9 million decrease due to the effect of the changes in currency translation rates.

At December 31, 2016,2018, the Company had available approximately $143$103.2 million of net operating loss carryforwards, for which we havethe Company has a deferred tax asset of $27.8$23.1 million, with expiration dates ranging from one year to indefinite that may be applied against future taxable income. We believeThe Company believes that it is more likely than not that certain benefits from these net operating loss carryforwards will not be realized and, accordingly, we havethe Company has recorded a valuation allowance of $19.7$7.8 million as of December 31, 2016.2018. Additionally, management has evaluated its ability to utilize its other non-U.S. tax attributes during the various carryforward periods and has concluded that the Company will more likely than not be able to utilize the remaining non-U.S. tax attributes. Included in the net operating loss carryforwardscarryforward is approximately $23.0$19.4 million of state net operating loss carryforwards that are subject to various business apportionment factors and multiple jurisdictional requirements when utilized. In addition, the Company had available a foreign tax credit carryforward of $41.4$24.3 million that will begin to expire in 2020, U.S. and non-U.S. research and development credit carryforwards of $7.9$6.2 million and $1.2 million, respectively, that will begin to expire in 2025, and alternative minimum tax credit carryforwards of $1.2 million with no expiration date.2025.

The Company reported a U.S. net deferred tax asset of $45.4$36.1 million at December 31, 2016,2018, which contained $52.4$31.7 million of tax attributes with limited lives. Although the Company is in a cumulative book income

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position overfor the evaluation period (three-yearthree-year period ending December 31, 2016),2018, management has evaluated its ability to utilize these tax attributes during the carryforward period. The Company’s future profits from operations, available tax elections and tax planning opportunities coupled with the repatriation of non-U.S. earningsmore likely than not will

80

generate income of sufficient character to utilize the remaining tax attributes. Accordingly, no valuation allowance has been established for the remaining U.S. net deferred tax assets.

The Company records the residual U.S. and foreign taxes on certain amounts of foreign earnings that have been targeted for repatriation to the U.S. These amounts are not considered to be permanentlyindefinitely reinvested, and the Company accrued for the tax cost on these earnings to the extent they cannot be repatriated in a tax-free manner.

At December 31, 2016 The Company has targeted for repatriation $82.4 million of current year and prior year earnings of the Company’s foreign operations. If these earnings were distributed, the Company reported a deferred tax liabilitywould be subject to foreign withholding taxes of $1.6$3.0 million on $24.9and state income taxes of $1.0 million of non-U.S. earnings thatwhich have already been targeted for future repatriation to the U.S. Included in these amounts are $1.1 million of tax expense on approximately $14.6 million of foreign earnings that were generated in 2016.recorded.

The accumulated undistributed earnings of the Company’s foreign operations not targeted for repatriation to the U.S. were approximately $164.0$171.3 million, and are intended to remain permanentlyindefinitely invested in foreign operations. Accordingly, no

No additional income taxes have been provided on thesethe indefinitely invested foreign earnings at December 31, 2016.2018. If these earnings were distributed, the Company wouldcould be subject to bothincome taxes and additional foreign withholding taxes and U.S. income taxes that may not be fully offset by foreign tax credits. Determination oftaxes. Determining the amount of any unrecognized deferred tax liability onrelated to any additional outside basis difference in these earningsentities is not practicable because of the complexities of the hypothetical calculation.practical.

The following table provides a reconciliation of the beginning and ending amount of unrecognized tax benefits, all of which, if recognized, would impact the effective tax rate.rate:

(in thousands) 2016 2015 2014
    
Unrecognized tax benefits balance at January 1 $19,606  $19,509  $12,538 
          
Increase in gross amounts of tax positions related to prior years 62  2,315  14,699 
          
Decrease in gross amounts of tax positions related to prior years (2,129) (145) (67)
          
Increase in gross amounts of tax positions related to current year 585  79  1,077 
          
Decrease due to settlements with tax authorities (14,029) (42) (32)
          
Decrease due to lapse in statute of limitations (163) (90) (6,775)
          
Currency translation 251  (2,020) (1,931)
          
Unrecognized tax benefits balance at December 31 $4,183  $19,606  $19,509 

(in thousands)  2018 2017 2016 
Unrecognized tax benefits balance at January 1st $4,509  $4,183  $19,606 
Increase in gross amounts of tax positions related to prior years    2,008 480     62 
Decrease in gross amounts of tax positions related to prior years (358) (50) (2,129)
Increase in gross amounts of tax positions related to current years   -  -  585 
Decrease due to settlements with tax authorities   (1,626)   (381)    (14,029)
Decrease due to lapse in statute of limitations (479) (29)(163)
Currency translation   (264)306  251 
Unrecognized tax benefits balance at December 31 $3,790  $4,509  $4,183 

The Company recognizes interest and penalties related to unrecognized tax benefits within its global operations as a component of income tax expense. The Company recognized (income)/expense for interest and penalties related to the unrecognized tax benefits noted above of ($0.1)$0.2 million ($0.1) millionor less in each of 2018, 2017, and $1.0 million in the Consolidated Statements of Income in 2016, 2015 and 2014, respectively.2016. As of December 31, 2016, 20152018, 2017, and 2014,2016 the Company had approximately $0.3$0.1 million, $0.4 million, and $0.4$0.3 million respectively, of accrued interest and penalties related to unrecognized tax benefits.

The Company conducts business globally and, as a result, files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world, including major jurisdictions such as the United States, Brazil, Canada, France, Germany, Italy, Mexico and Switzerland. The open tax years in these jurisdictions range from 2007 to 2016.2018. The Company is currently under audit in non-U.S. tax jurisdictions, including but not limited to Canada, France, and Italy.

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It is reasonably possible that over In 2018, the next twelve months the amount of unrecognized tax benefits may change within a range of a net increase of less than $0.1 million toCompany recorded a net decrease of $0.6$1.6 million from the reevaluation of uncertainfor tax positions arising in examinations, in appeals, or in the courts, or from the closure of tax statutes.audit settlements.

In the first quarter of 2016, the Company reached a settlement with the German tax authorities over matters that had been outstanding for a number of years. The German Tax Authority had denied tax positions taken by the Company related to a 1999 reorganization. In 2009, the Company made a payment of $14.5 million in order to appeal the German Tax Authority decision, and that payment was recorded as an income tax receivable. As additional information became available in subsequent years, the receivable was written down by $6.3 million in 2014 and $6.4 million in 2015. In 2016, the Company received $3.7 million representing the final settlement of this matter, which resulted in the recognition of a discrete tax benefit.93

As of December 31, 20162018, and 2015,2017, current income taxes prepaid and receivable consisted of the following:

(in thousands)  2016  2015   20182017
Prepaid taxes $3,914  $2,417   $ 4,859 $ 4,872
Taxes receivable 1,299  510    2,614 1,394
Total current income taxes prepaid and receivable $5,213  $2,927 Total current income taxes prepaid and receivable $ 7,473 $ 6,266

As of December 31, 20162018, and 2015, noncurrent income taxes receivable and deferred consisted of the following:

(in thousands)   2016  2015 
Deferred income taxes $68,865  $105,792 
Taxes receivable -  3,153 
Total noncurrent income taxes receivable and deferred $68,865  $108,945 

As of December 31, 2016 and 2015, current income taxes payable consisted of the following:

(in thousands)   2016  2015 
Taxes Payable $9,531  $7,090 
Total current income taxes payable $9,531  $7,090 

As of December 31, 2016 and 2015,2017, noncurrent deferred taxes and other liabilities consisted of the following:

(in thousands)   2016  2015 
Deferred income taxes $11,188  $12,589 
Other liabilities 1,201  1,565 
Total noncurrent deferred taxes and other liabilities $12,389  $14,154 

(in thousands)  20182017
Deferred income taxes   $ 7,547 $ 9,573
Other liabilities      875   1,418
Total noncurrent deferred taxes and other liabilities   $ 8,422 $ 10,991

Taxes paid, net of refunds, amounted to $28.1 million in 2018, $23.7 million in 2017 and $23.4 million in 2016, $18.3 million in 2015, and $17.6 million in 2014.2016.

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8. Earnings Per Share

The amounts used in computing earnings per share and the weighted average number of shares of potentially dilutive securities are as follows:

(in thousands, except market price and earnings per share) 2016 2015 2014
    
Net income attributable to the Company $52,733  $57,279  $41,569 
          
Weighted average number of shares:         
          
   Weighted average number of shares used in         
   calculating basic net income per share 32,086  31,978  31,832 
          
Effect of dilutive stock-based compensation plans:         
          
   Stock options 39  58  99 
          
  Long-term incentive plan 45  52  57 
          
Weighted average number of shares used in         
calculating diluted net income per share 32,170  32,088  31,988 
          
Average market price of common stock used         
for calculation of dilutive shares $40.25  $36.68  $36.29 
          
Net income per share:         
          
   Basic $1.64  $1.79  $1.31 
          
   Diluted $1.64  $1.79  $1.30 

       
(in thousands, except market price and earnings per share)2018  2017 2016
       
Net income attributable to the Company$82,891  $33,111 $52,733
       
Weighted average number of shares:      
       
   Weighted average number of shares used in      
   calculating basic net income per share32,252   32,169 32,086
       
Effect of dilutive stock-based compensation plans:      
       
   Stock options   15    30 39
       
  Long-term incentive plan  28    45 45
       
Weighted average number of shares used in      
calculating diluted net income per share32,295  32,244    32,170
       
Average market price of common stock used      
for calculation of dilutive shares$66.95  $52.19 $40.25
       
Net income per share:      
       
   Basic$2.57  $1.03 $1.64
       
   Diluted$2.57  $1.03 $1.64

Shares outstanding, net of treasury shares, were 32.3 million as of December 31, 2018, 32.2 million as of December 31, 2017, and 32.1 million as of December 31, 2016, 32.0 million as of December 31, 2015, and 31.9 million as of December 31, 2014.2016.

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9. Accumulated Other Comprehensive Income (AOCI)

The table below presents changes in the components of AOCI from January 1, 20142016 to December 31, 2016:2018:

(in thousands) Translation adjustments Pension and postretirement liability adjustments Derivative valuation adjustment Total Other Comprehensive IncomeTranslation adjustments Pension and postretirement liability adjustments Derivative valuation adjustment Total Other Comprehensive Income 
January 1, 2014 ($138) ($48,383) ($977) ($49,498)
January 1, 2016$(108,655)$(48,725)$(1,464)$(158,844)
Other comprehensive income/(loss) before reclassifications (55,102) 252  (1,052) (55,902) (24,643)676 804 (23,163)
Pension/postretirement settlements and curtailments    5,167     5,167    45    45 
Pension/postretirement plan remeasurement    (9,265)    (9,265)    (4,394)  (4,394)
Interest expense related to swaps reclassified to the Statement of Income, net of tax 1,168  1,168 
Pension and postretirement liability adjustments reclassified to Statement of Income, net of tax 563     563 
Interest expense related to swaps reclassified to the Statements of Income, net of tax    1,488 1,488 
Pension and postretirement liability adjustments reclassified to Statements of Income, net of tax  679   679 
Net current period other comprehensive income (55,102) (3,283) 116  (58,269)(24,643(2,9942,292 (25,345
December 31, 2014 (55,240) (51,666) (861) (107,767)
December 31, 2016(133,298(51,719828 (184,189
Other comprehensive income/(loss) before reclassifications 45,980  (1,818) 201  44,363 
Pension/postretirement plan remeasurement   2,037     2,037 
Interest expense related to swaps reclassified to the Statements of Income, net of tax    924 924 
Pension and postretirement liability adjustments reclassified to Statements of Income, net of tax  964    964 
Net current period other comprehensive income45,980 1,183 1,125 48,288 
December 31, 2017(87,318(50,5361,953 (135,901
Other comprehensive income/(loss) before reclassifications (53,415) 2,238  (1,836) (53,013) (28,658)1,275 2,853   (24,530)
Pension/postretirement settlements and curtailments    103     103    1,146    1,146 
Pension/postretirement plan remeasurement    (622)    (622)  443    443 
Interest expense related to swaps reclassified to the Statement of Income, net of tax 1,233  1,233 
Pension and postretirement liability adjustments reclassified to Statement of Income, net of tax 1,222     1,222 
Interest expense related to swaps reclassified to the Statements of Income, net of tax    (109)(109)
Pension and postretirement liability adjustments reclassified to Statements of Income, net of tax  563   563 
Net current period other comprehensive income (53,415) 2,941  (603) (51,077)(28,6583,427 2,744 (22,487
December 31, 2015 (108,655) (48,725) (1,464) (158,844)
Other comprehensive income/(loss) before reclassifications (24,643) 676  804  (23,163)
Pension/postretirement settlements and curtailments    45     45 
Pension/postretirement plan remeasurement    (4,394)    (4,394)
Interest expense related to swaps reclassified to the Statement of Income, net of tax 1,488  1,488 
Pension and postretirement liability adjustments reclassified to Statement of Income, net of tax 679     679 
Net current period other comprehensive income (24,643) (2,994) 2,292  (25,345)
December 31, 2016 ($133,298) ($51,719) $828  ($184,189)
December 31, 2018$(115,976)$(47,109)$4,697 $(158,388)

As part of the Company’s pension de-risking strategy, in 2014, certain U.S. participants received a lump-sum distribution from the pension plan, which led to a pension settlement charge of $8.2 million. Including other 2014 pension plan settlements and curtailments, the amount reclassified from AOCI was $8.4 million before tax, and $5.2 million after tax effects.

The components of our Accumulated Other Comprehensive Income that are reclassified to the Statement of Income relate to our pension and postretirement plans and interest rate swaps.

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The table below presents the expense/(income) amounts reclassified, and the line items of the Statement of Income that were affected for the periodsyears ended December 31, 2016, 20152018, 2017, and 2014.2016.

(in thousands)201620152014
Pretax Derivative valuation reclassified from Accumulated Other Comprehensive Income: 

   Expense related to interest rate swaps included in Income before taxes (a)

$2,400$1,988$1,914
   Income tax effect(912)(755)(746)
Effect on net income due to items reclassified from Accumulated Other Comprehensive Income$1,488$1,233$1,168
    
Pretax pension and postretirement liabilities reclassified from Accumulated Other Comprehensive Income:
   Pension/postretirement settlements and curtailments$51 $103 $8,377
   Amortization of prior service credit      (4,450)      (4,440)      (4,436)
   Amortization of net actuarial loss       5,102       5,932       5,329
Total pretax amount reclassified (b)7031,5959,270
    
Income tax effect           21        (270)      (3,540)
Effect on net income due to items reclassified from Accumulated Other Comprehensive Income$724$1,325$5,730

(a)Included in Interest expense are payments related to the interest rate swap agreements and amortization of swap buyouts (see Note 15).
(b)These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 4).

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(in thousands) 2018 2017 2016
Pretax Derivative valuation reclassified from Accumulated Other Comprehensive Income:      
Expense related to interest rate swaps included in Income
before taxes (a)
 $(146) $1,490  $2,400 
   Income tax effect  37   (566)  (912)
Effect on net income due to items reclassified from Accumulated Other Comprehensive Income $(109) $924  $1,488 
             
Pretax pension and postretirement liabilities reclassified from Accumulated Other Comprehensive Income:            
Pension/postretirement settlements and curtailments $1,494  $ -    $51 
   Amortization of prior service credit  (4,454)  (4,453)  (4,450)
   Amortization of net actuarial loss  5,175   5,439   5,102 
Total pretax amount reclassified (b)  2,215   986   703 
             
Income tax effect  (506)  (22)  21 
Effect on net income due to items reclassified from Accumulated Other Comprehensive Income $1,709  $964  $724 

(a) Included in interest expense are payments related to the interest rate swap agreements and amortization of swap buyouts (see Note 18).

(b) These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Notes 4 and 6).

10. Noncontrolling Interest

Effective October 31, 2013, Safran S.A. (Safran) acquired a 10 percent equity interest in a new Albany subsidiary, Albany Safran Composites, LLC (ASC). Under the terms of the transaction agreements, ASC will be the exclusive supplier to Safran of advanced 3D-woven composite parts for use in aircraft and rocket engines, thrust reversers and nacelles, and aircraft landing and braking systems (the “Safran Applications”). AEC may develop and supply parts other than advanced 3D-woven composite parts for all aerospace applications, as well as advanced 3D-woven composite parts for any aerospace applications that are not Safran Applications (such as airframe applications) and any non-aerospace applications.

The agreement provides Safran an option to purchase Albany’s remaining 90 percent interest upon the occurrence of certain bankruptcy or performance default events, or if Albany’s Engineered Composites business is sold to a direct competitor of Safran. The purchase price is based initially on the same valuation of ASC used to determine Safran’s 10%10 percent equity interest, and increases over time as LEAP production increases.

In accordance with the operating agreement, Albany received a $28 million preferred holding in ASC which includes a preferred return based on the Company’s revolving credit agreement. The common shares of ASC are owned 90 percent by Albany and 10 percent by Safran.

The table below presents a reconciliation of income attributable to the noncontrolling interest and noncontrolling equity:equity in the Company’s subsidiary Albany Safran Composites, LLC, and the impact of transitioning to ASC 606:

(in thousands, except percentages) 2016 2015
Net income of ASC $1,777  $842 
Less: Return attributable to the Company's preferred holding 987  978 
Net income/(loss) of ASC available for common ownership $790  (136)
Ownership percentage of noncontrolling shareholder 10%  10% 
Net income/(loss) attributable to noncontrolling interest $79  ($14)
       
Noncontrolling interest, beginning of year $3,690  $3,699 
Net income/(loss) attributable to noncontrolling interest 79  (14)
Changes in other comprehensive income attributable to noncontrolling interest (2) 5 
Noncontrolling interest, end of year $3,767  $3,690 

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(in thousands, except percentages)2018 2017 
Net income/(loss) of ASC $2,578  $ (4,224)
Less: Return attributable to the Company's preferred holding      1,299       1,032 
Net income/(loss) of ASC available for common ownership $1,279  $(5,256)
Ownership percentage of noncontrolling shareholder10%10% 
Net income/(loss) attributable to noncontrolling interest $128  $(526)
     
Noncontrolling interest, beginning of year $3,247  $3,767 
ASC 606 transition effect        (327)               - 
Net income/(loss) attributable to noncontrolling interest         128         (526)
Changes in other comprehensive income attributable to noncontrolling interest          (17)              6 
Noncontrolling interest, end of year $3,031  $3,247 

11. Accounts Receivable

As of December 31, 2018 and 2017, Accounts receivable consisted of the following:

(in thousands)  

December 31,

2018

 

December 31,

2017

 
Trade and other accounts receivable$211,244 $152,375 
Bank promissory notes19,269 20,255 
Revenue in excess of progress billings                         - 37,964 
Allowance for doubtful accounts              (7,337)              (7,919)
Total accounts receivable$223,176 $202,675 

As of December 31, 2018 and December 31, 2017, Noncurrent receivables consisted of the following:

(in thousands)  

December 31,

2018

 

December 31,

2017

 
Noncurrent receivables$45,061 $32,811 

12. Contract Assets and Liabilities

Contract assets and Contract liabilities are reported on the Consolidated Balance Sheets in a net position on a contract-by-contract basis at the end of each reporting period. Contract assets and contract liabilities were as follows:

(in thousands)  

December 31,

2018

December 31,

2017

Contract assets$57,447$  -
Contract liabilities9,025-

Contract assets increased $10.0 million during the year ended December 31, 2018 as compared to the January 1, 2018 opening balance sheet, as adjusted for the adoption of ASC 606 (see Note 2). The increase was primarily due to an increase in unbilled revenue related to the satisfaction of performance obligations, in excess of

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the amounts billed to customers. There were no impairment losses related to our Contract assets during the year ended December 31, 2018.

Contract liabilities increased $5.8 million during the year ended December 31, 2018, as compared to the January 1, 2018 opening balance sheet, as adjusted for the adoption of ASC 606, primarily due to increased billings in excess of revenue recognized. Revenue recognized for the year ended December 31, 2018, that was included in the Contract liability balance at the beginning of the year was $3.2 million, and represented revenue in the MC and ASC reporting units.

13. Inventories

As of December 31, 2018 and 2017, inventories consisted of the following:

(in thousands)  December 31,
2018
December 31,
2017
Raw materials$40,489$42,215
Work in process               33,181               65,448
Finished goods               12,234               28,856
Total inventories$85,904$136,519

 

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11.14. Property, Plant and Equipment

The table below sets forth the reclassification and components of property, plant and equipment as of December 31, 20162018 and 2015:2017:

(in thousands) 2016 2015 Estimated useful life2018 2017 Estimated useful life
         
Land and land improvements $13,339  $14,307  25 years for improvements$14,287 $14,853 25 years for improvements
            
Buildings 214,086  211,027  25 to 40 years  245,805 239,127 15 to 40 years
        
Assets under capital lease 8,140   -  7 years
            
Machinery and equipment 842,921  828,409  5 to 15 years  989,925 950,519 5 to 15 years
            
Furniture and fixtures 7,632  6,074  5 years        8,091 8,861 5 years
            
Computer and other equipment 15,264  14,813  3 to 10 years      16,473 15,610 3 to 10 years
            
Software 54,212  52,503  5 to 8 years      60,182           57,847 5 to 8 years
             
Capital expenditures in progress 66,900  26,291        46,749            63,951  
             
Property, plant and equipment, gross 1,222,494  1,153,424   1,381,512 1,350,768  
             
Accumulated depreciation and amortization (799,930) (795,954)   (919,457)   (896,466) 
             
Property, plant and equipment, net $422,564  $357,470   $462,055 $454,302  

 

In April 2016, we acquired Harris Corporation’s composite aerostructures business which increased property, plantDepreciation expense was $68.8 million in 2018, $61.5 million in 2017, and equipment by $62.8$58.1 million in 2016. Software amortization is recorded in Selling, general, and administrative expense and was $3.2 million in 2018, $3.6 million in 2017, and $4.0 million in 2016.

Capital expenditures, including $8.1purchased software, were $82.9 million for a building under capital lease. We included amortization of the capital lease in depreciation expense. Accumulated amortization of the capital lease2018, $87.6 million in 2017, and $73.5 million in 2016. Unamortized software cost was $0.9$6.9 million and $7.6 million as of December 31, 2016.

2018 and 2017, respectively. Expenditures for maintenance and repairs are charged to income as incurred and amounted to $19.4 million in 2018, $19.1 million in 2017, and $16.6 million in 2016, $16.6 million2016.

Included in 2015, and $17.4 millionBuildings in 2014.

Depreciation expense was $58.1 millionthe above table is the capitalized value of our primary manufacturing facility in 2016, $53.0 millionSalt Lake City, Utah, which is accounted for as a build-to-suit lease with a failed sale-leaseback. As described in 2015, and $56.6 million in 2014. Software amortization is recorded in Selling, general, and administrative expense and was $4.0 million in 2016, $6.5 million in 2015, and $6.2 million in 2014. Capital expenditures, including purchased software, were $78.5 million in 2016, $50.6 million in 2015, and $58.9 million in 2014. Unamortized software cost was $7.2 million and $9.6 million as ofNote 3, during 2018 AEC finalized a modification to the lease, which includes additional manufacturing space, extends the minimum lease period until December 31, 20162029 and 2015, respectively.resulted in an increase of $12.7 million to Property, plant and equipment, net (see discussion of Finance obligation in Note 17).

12.15. Goodwill and Other Intangible Assets

Goodwill and intangible assets with indefinite useful lives are not amortized, but are tested for impairment at least annually. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination. Our reporting unitsreportable segments are consistent with our operating segments.

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Determining the fair value of a reporting unit requires the use of significant estimates and assumptions, including revenue growth rates, operating margins, discount rates, and future market conditions, among others. Goodwill and other long-lived assets are reviewed for impairment whenever events, such as significant changes in the business climate, plant closures, changes in product offerings, or other circumstances indicate that the carrying amount may not be recoverable.

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To determine fair value, we utilize two market-based approaches and an income approach. Under the market-based approaches, we utilize information regarding the Company as well as publicly available industry information to determine earnings multiples and sales multiples. Under the income approach, we determine fair value based on estimated future cash flows of each reporting unit, discounted by an estimated weighted-average cost of capital, which reflects the overall level of inherent risk of a reporting unit and the rate of return an outside investor would expect to earn.

On April 8, 2016, the Company acquired the outstanding shares of Harris Corporation’s composite aerostructures business. The assets acquired include amortizable intangible assets of $71.6 million and goodwill of $95.7 million. As of December 31, 2016, the amount of goodwill acquired was still provisional because the Company is waiting for information needed to finalize the amount.

Prior to the acquisition, the entire balance of goodwill on our books was attributable to the Machine Clothing business. In the second quarter of 2016,2018, the Company applied the qualitative assessment approach in performing its annual evaluation of goodwill and concluded that no impairment provision was required. There were no Machine Clothing amounts at risk due to the large spread between the fair and carrying values.values, of each reporting unit.

In the third quarter of 2017, the Company decided to discontinue the Bear Claw® line of hydraulic fracturing components used in the oil and gas industry, which was part of the Harris aerostructures business acquired by AEC in 2016. This decision resulted in a $4.1 million non-cash write-off of intangibles to restructuring expense, which is presented as other changes in the table below for intangible assets and goodwill in 2017. The write-off represents the full carrying value of intangible assets associated with the Bear Claw® product line as, based upon anticipated cash flows and the Company’s plan to exit the business, we determined the product line to have no fair value as of September 30, 2017. Due to the decision to exit this product line, management performed an interim assessment of goodwill and concluded that no goodwill was allocable to the Bear Claw® product line, and no impairment provision was required.

We are continuing to amortize certain patents, trade names, customer contracts and technology assets that have finite lives. The changes in intangible assets and goodwill from December 31, 20142016 to December 31, 2016,2018, were as follows:

  Amortization life Balance at   Currency Balance at
(in thousands, except for years) in years December 31, 2015 Acquisition Amortization Translation December 31, 2016
Amortized intangible assets:                  
   AEC trade names 15  $25  $-  ($5) $-  $20 
   AEC technology 15  129  -  (25) -  104 
   AEC customer contracts 6  -  20,420  (2,561) -  17,859 
   AEC customer relationships 15  -  49,490  (2,481) -  47,009 
   AEC other intangibles 5  -  1,720  (258) -  1,462 
Total amortized intangible assets    $154  $71,630  ($5,330) $-  $66,454 
                   
Unamortized intangible assets:                  
       MC Goodwill    $66,373  $-  $-  ($1,728) $64,645 
       AEC Goodwill    -  95,730  -  -  95,730 
Total amortized intangible assets    $66,373  $95,730  $-  ($1,728) $160,375 

 

  Balance at  Currency Balance at
(in thousands) December 31, 2014 Amortization Translation December 31, 2015
Amortized intangible assets:            
   AEC trade names $29  ($4) $-  $25 
   AEC customer contracts 202  (202) -  - 
   AEC technology 154  (25) -  129 
Total amortized intangible assets $385  ($231) $-  $154 
             
Unamortized intangible assets:            
       Goodwill $71,680  $-  ($5,307) $66,373 

(in thousands, except for years) Amortization
life in years
Balance at
December
31, 2017
 Amortization Other
Changes
 Currency
Translation
 Balance at
December
31, 2018
 
            
Amortized intangible assets:           
AEC trade names15 $15  $(4) $-  $-  $11 
AEC technology15 80  (24) -  -  56 
AEC customer contracts6 12,369  (2,913) -  -  9,456 
AEC customer relationships15 42,767  (3,229) -  -  39,538 
AEC other intangibles5 210  (65) -  -  145 
Total amortized intangible assets $55,441 $(6,235) $-  $- $49,206 
            
Unamortized intangible assets:           
MC Goodwill  $71,066  $-  $-  $(2,414) $68,652 
AEC Goodwill  95,730  -  -  -  95,730 
Total amortized intangible assets $166,796  $-  $- $(2,414)$164,382 

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(in thousands, except for years)Amortization
life in years
Balance at
December
31, 2016
 Amortization 

Other

Changes

 Currency
Translation
 Balance at
December
31, 2017
 
            
Amortized intangible assets:           
AEC trade names15 $20  $(5) $-  $-  $15 
AEC technology15             104            (24)               -            -              80 
AEC customer contracts6           17,859         (3,279)          (2,211)           -           12,369 
AEC customer relationships15          47,009         (3,281)            (961)           -           42,767 
AEC other intangibles5            1,462           (275)            (977)           -              210 
Total amortized intangible assets $66,454 $(6,864)$(4,149) $- $55,441 
                   
Unamortized intangible assets:           
MC Goodwill  $64,645  $-  $-  $6,421  $71,066 
AEC Goodwill           95,730               -                -            -           95,730 
Total amortized intangible assets $160,375  $-  $- $6,421 $166,796 

As of December 31, 2016,2018, the costgross carrying amount and accumulated amortization of amortized intangible assets was $72.1$66.7 million and $5.6 million, respectively. As of December 31, 2015, the cost and accumulated amortization of amortized intangible assets was $0.5 million and $0.3$17.5 million, respectively.

In 2016, amortizationAmortization expense related to intangible assets was reported in the Consolidated StatementsStatement of Income as follows: $2.9 million in Cost of goods sold and $3.3 million in Selling, general and administrative expenses in 2018; $3.3 million in Cost of goods sold and $3.6 million in Selling, general and administrative expenses in 2017; and $2.6 million in Cost of goods sold and $2.7 million in Selling, general and administrative expenses. In 2015 and 2014, all intangible amortization expense was includedexpenses in Cost of goods sold.Estimated2016. Estimated amortization expense of intangibles for the years ending December 31, 20172019 through 2021,2023, is as follows:

 Annual amortization Annual amortization
Year (in thousands) (in thousands)
2017  $7,076
2018                      7,076
2019                      7,076  $6,235
2020                      7,076                         6,235
2021                      6,796                         6,163
2022                         3,949
2023                         3,228

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13.16. Accrued Liabilities

Accrued liabilities consist of:

(in thousands) 20162015 20182017
Salaries and wages $18,520$17,621 $20,821$17,916
Accrual for compensated absences   10,181     9,564     10,636    11,223
Employee benefits   13,277   10,880     12,316    13,553
Workers' compensation       1,794     2,397
Pension liability - current portion     2,057     2,110       2,124     2,094
Postretirement medical benefits - current portionPostretirement medical benefits - current portion    4,195     4,660       3,890     4,108
Returns and allowances   13,714   14,024     11,343    11,370
Interest     1,218        942
Restructuring costs     4,668     6,856
Dividends     5,458     5,443
Workers' compensation     2,053     2,086
Contract liabilities       9,025          -   
Billings in excess of revenue recognized     2,390     2,903            -        2,569
Contract loss reserve     20,708    11,902
Professional fees     3,068     2,093       2,575     2,310
Utilities        991        779          974        910
Dividends       5,808     5,474
Restructuring costs       5,534     2,714
Interest          901        817
Other   13,405   11,824     20,581    16,557
Total $95,195$91,785 $129,030$105,914

 

The increase in Accrued liabilities in 2018, compared to the balances as of December 31, 2017, was in part due to the cumulative effect of adopting ASC 606 (see Note 2) which upon adoption increased Contract loss reserves by $14.9 million, Contract liabilities by $0.7 million and other accruals by $1.6 million.

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14.17. Financial Instruments

Long-term debt, principally to banks and noteholders, consists of:

(in thousands, except interest rates) 2016 2015(in thousands, except interest rates)2018 2017 
       
Private placement with a fixed interest rate of 6.84%, due 2017 $50,000  $50,000 
Revolving credit agreement with borrowings outstanding at an end of period interest rate of 3.69% in 2018 and 3.40% in 2017 (including the effect of interest rate hedging transactions, as described below), due in 2022Revolving credit agreement with borrowings outstanding at an end of period interest rate of 3.69% in 2018 and 3.40% in 2017 (including the effect of interest rate hedging transactions, as described below), due in 2022 $499,000  $501,000 
          
Revolving credit agreements with borrowings outstanding at an end of period interest rate of 2.58% in 2016 and 2.27% in 2015 (including the effect of interest rate hedging transactions, as described below), due in 2021 418,000  215,000 
      
Obligation under capital lease, matures 2022 16,584  96 
Finance obligation 25,931 14,919 
           
Long-term debt 484,584  265,096  524,931 515,919 
          
Less: current portion (51,666) (16) (1,224)(1,799)
          
Long-term debt, net of current portion $432,918  $265,080  $523,707 $514,120 

 

Principal payments due on long-term debt are: 2018,2019, $1.2 million, 2020, $1.8 million, 2019,2021, $1.9 million, 2020, $2.02022, $501.1 million, 2021, $420.12023, $2.4 million, and 2022, $7.1thereafter, $16.5 million. Cash payments of interest amounted to $18.8 million in 2018, $16.0 million in 2017, and $13.7 million in 2016, $12.6 million in 2015, and $13.0 million in 2014.

A note agreement and guaranty (“Prudential Agreement”) was originally entered into in October 2005 with the Prudential Insurance Company of America, and certain other purchasers, with interest at 6.84%. The remaining principal under the Prudential Agreement is $50.0 million, and is due on the maturity date of October 25, 2017. At the noteholders’ election, certain prepayments may also be required in connection with certain asset dispositions or financings. The notes may not otherwise be prepaid without a premium, under certain market conditions. The Prudential Agreement contains customary terms, as well as affirmative covenants, negative covenants, and events of default, comparable to those in our current principal credit facility agreement (as described below). The Prudential Agreement has been amended a number of times, most recently in April 2016, in order to maintain terms comparable to our current principal credit facility. For disclosure purposes, we are required to measure the fair value of outstanding debt on a recurring basis. As of December 31, 2016, the fair value of this debt was approximately $52.8 million, and was measured using active market interest rates, which would be considered Level 2 for fair value measurement purposes.2016.

On April 8, 2016,November 7, 2017, we entered into a $550$685 million unsecured Five-Year Revolving Credit Facility Agreement (the “Credit Agreement”) which amended and restated the prior $400$550 million Agreement, entered into on June 18, 2015April 8, 2016 (the “Prior Agreement”). Under the Credit Agreement, $418$499 million of borrowings were outstanding as of December 31, 2016.2018. The applicable interest rate for borrowings was LIBOR plus a spread, based on our leverage ratio at the time of borrowing. At the time of the last borrowing on December 16, 2016,17, 2018, the spread was 1.500%. The spread was based on a pricing grid, which ranged from 1.250% to 1.750%, based on our leverage ratio. Based on our maximum leverage ratio and our Consolidated EBITDA, and without modification to any other credit agreements, as of December 31, 2016,2018, we would have been able to borrow an additional $132$186 million under the Agreement.

The Credit Agreement contains customary terms, as well as affirmative covenants, negative covenants and events of defaultsdefault that are comparable to those in the Prior Agreement. The Borrowings are guaranteed by certain of the Company’s subsidiaries.

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Our ability to borrow additional amounts under the Credit Agreement is conditional upon the absence of any defaults, as well as the absence of any material adverse change (as defined in the Credit Agreement).

In connection withSeptember 2018, we finalized a modification to the 2016 acquisition transaction, the Company has a long-term capital lease obligation for real propertyof our primary manufacturing facility in Salt Lake City, Utah.Utah, which is accounted for as a build-to-suit lease with a failed sale-leaseback. The original lease hasagreement had an initial expiration date of December 31, 2022 and an implied interest rate of 5.0%. The modification, which includes additional manufacturing space, retains the same implied interest rate and matures in 2022.

extends the minimum lease period until December 31, 2029. The following schedule presents future minimum annual lease payments under the capital leasefinance obligation and the present value of the minimum lease payments, as of December 31, 2016.2018.

Years ending December 31,(in thousands)
2017 $ 2,696
2018                   2,743
2019                   2,743
2020                   2,790
2021                   2,790
Thereafter                   7,644
Total minimum lease payments                 21,406
Less: Amount representing interest                 (4,822)
Present value of minimum lease payments $ 16,584

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Years ending December 31, (in thousands) 
2019  $ 2,472 
2020                 2,995 
2021                 2,997 
2022                 3,054 
2023                 3,277 
Thereafter               18,930 
Total minimum payments               33,725 
Less: Amount representing interest                (7,794)
Present value of minimum payments  $ 25,931 

On November 27, 2017, we terminated our interest rate swap agreements, originally entered into on May 9, 2016, that had effectively fixed the interest rate on $300 million of revolving credit borrowings, in order to enter into a new interest rate swap with a greater notional amount, and the same maturity as the Credit Agreement. We received $6.3 million when the swap agreements were terminated and that payment will be amortized into interest expense through March 2021.

On May 6, 2016, we terminated ourother interest rate swap agreements that had effectively fixed the interest rate on up to $120 million of revolving credit borrowings, in order to enter into a new interest rate swap with a greater notional amount, and the same maturity as the Credit Agreement. We paid $5.2 million to terminate the swap agreements and that cost will be amortized into interest expense through June 2020.

On May 9, 2016,November 28, 2017, we entered into interest rate hedgesswap agreements for the period May 16, 2016December 18, 2017 through March 16, 2021.October 17, 2022. These transactions have the effect of fixing the LIBOR portion of the effective interest rate (before addition of the spread) on $300$350 million of indebtedness drawn under the Credit Agreement at the rate of 1.245%2.11% during the period. Under the terms of these transactions, we pay the fixed rate of 1.245%2.11% and the counterparties pay a floating rate based on the one-month LIBOR rate at each monthly calculation date, which on December 16, 201617, 2018 was 0.710%2.46%, plus the applicable spread, during the swap period. On December 16, 2016,17, 2018, the all-in-rate on the $300$350 million of debt was 2.745%3.61%.

These interest rate swaps are accounted for as a hedge of future cash flows, as further described in Note 15 of the Notes to Consolidated Financial Statements.18. No cash collateral was received or pledged in relation to the swap agreements.

Under the Credit Agreement, and Prudential Agreement, we are currently required to maintain a leverage ratio (as defined in the agreements)agreement) of not greater than 3.75 to 1.00 for each fiscal quarter ending prior to (but not including) September 30, 2019, and 3.50 to 1.00 for each fiscal quarter ending on or after September 30, 2019, and minimum interest coverage (as defined) of 3.00 to 1.00.

As of December 31, 2016,2018, our leverage ratio was 2.301.96 to 1.00 and our interest coverage ratio was 11.5211.59 to 1.00. We may purchase our Common Stock or pay dividends to the extent our leverage ratio remains at or below 3.50 to 1.00, and may make acquisitions with cash provided our leverage ratio woulddoes not exceed 3.50 to 1.00 after giving pro forma effect to the acquisition.limits noted above.

Indebtedness under each of the Prudential Agreement and the Credit Agreement is ranked equally in right of payment to all unsecured senior debt.

We were in compliance with all debt covenants as of December 31, 2016.

2018.

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15.18. Fair-Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Accounting principles establish a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Level 3 inputs are unobservable data points for the asset or liability, and include situations in which there is little, if any, market activity for the asset or liability. In 2015, we reported land and building related to the former manufacturing facility in Germany as Asset held for sale in the accompanying Consolidated Balance Sheets. That property was sold in 2016. The value as ofWe had no Level 3 financial assets or liabilities at December 31, 2015 was determined based on preliminary offers from active market participants.2018, or at December 31, 2017.

The following table presents the fair-value hierarchy for our Level 1 and Level 2 financial and non-financial assets and liabilities, which are measured at fair value on a recurring basis, and Level 3 non-financial assets measured at fair value:basis:

 December 31, 2018 December 31, 2017
 December 31, 2016  December 31, 2015  Quoted prices in active marketsSignificant other observable inputsQuoted prices in active marketsSignificant other observable inputs
(in thousands) Quoted
prices in
active
markets
(Level 1)
 Significant
other
observable
inputs
(Level 2)
 Unobservable
inputs
(Level 3)
 Quoted
prices in
active
markets
(Level 1)
 Significant
other
observable
inputs
(Level 2)
 Unobservable
inputs
(Level 3)
 (Level 1)(Level 2)(Level 1)(Level 2)
Fair Value                             
Assets:                       
Cash equivalents $8,468  $-  $-  $5,189  $-  $-   $14,234  $-  $13,601  $- 
Assets held for sale -  -  -  -  -  4,988 
Other Assets:                   
Common stock of foreign public company 762(a) -  -  819  -  - 
Interest rate swaps -  5,784(b) -  -  -  - 
Liabilities:                  
Other noncurrent liabilities:                  
Common stock of unaffiliated foreign public company (a)               731                  -                999            ��     -    
Interest rate swaps -  -  -  -  (2,400)(c) -                   -              4,548(b)                 -                  313(c) 
                      

 

(a)Original cost basis $0.5 million.
(b)Net of $21.4$32.0 million receivable floating leg and $15.6$27.5 million liability fixed legleg.
(c)Net of $7.4$34.9 million receivable floating leg and $9.8$34.6 million liability fixed legleg.

Cash equivalents include short-term securities that are considered to be highly liquid and easily tradable. These securities are valued using inputs observable in active markets for identical securities.

The common stock of the unaffiliated foreign public company is traded in an active market exchange. The shares are measured at fair value using closing stock prices and are recorded in the Consolidated Balance Sheets as Other assets. The securities are classified as available for sale, and as a result any unrealized gain or loss is recordedChanges in the Shareholders’ Equity sectionfair value of the Consolidated Balance Sheets rather than in the Consolidated Statements of Income. When the security is sold or impaired, gains and lossesinvestment are reported in the Consolidated Statements of Income. Investments are considered to be impaired when a decline in fair value is judged to be other than temporary.

We operate our business in many regions of the world, and currency rate movements can have a significant effect on operating results. Foreign currency instruments are entered into periodically, and consist of foreign currency option contracts and forward contracts that are valued using quoted prices in active markets

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obtained from independent pricing sources. These instruments are measured using market foreign exchange prices and are recorded in the Consolidated Balance Sheets as Other current assets and Accounts payable, as applicable. Changes in fair value of these instruments are recorded as gains or losses within Other (income)/expenses,expense, net.

When exercised, the foreign currency instruments are net settled with the same financial institution that bought or sold them. For all positions, whether options or forward contracts, there is risk from the possible inability of the financial institution to meet the terms of the contracts and the risk of unfavorable changes in interest and

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currency rates, which may reduce the value of the instruments. We seek to controlmitigate risk by evaluating the creditworthiness of counterparties and by monitoring the currency exchange and interest rate markets while reviewing the hedging risks and contracts to ensure compliance with our internal guidelines and policies.

Changes in exchange rates can result in revaluation gains and losses that are recorded in Selling, Generalgeneral and Administrativeadministrative expenses or Other (income)/expenses,expense, net. Revaluation gains and losses occur when our business units have cash, intercompany (recorded in Other (income)/expenses,expense, net) or third-party trade (recorded in Selling, Generalgeneral and Administrativeadministrative expenses) receivable or payable balances in a currency other than their local reporting (or functional) currency.

Operating results can also be affected by the translation of sales and costs, for each non-U.S. subsidiary, from the local functional currency to the U.S. dollar. The translation effect on the Consolidated Statements of Income is dependent on our net income or expense position in each non-U.S. currency in which we do business. A net income position exists when sales realized in a particular currency exceed expenses paid in that currency; a net expense position exists if the opposite is true.

The interest rate swaps are accounted for as hedges of future cash flows. The fair value of our interest rate swaps are derived from a discounted cash flow analysis based on the terms of the contract and the interest rate curve, and is included in Other assets and/or Other noncurrent liabilities in the Consolidated Balance Sheets. Unrealized gains and losses on the swaps flow through the caption Derivative valuation adjustment in the Shareholders’ equity section of the Consolidated Balance Sheets, to the extent that the hedges are highly effective. As of December 31, 2016,2018, these interest rate swaps were determined to be highly effective hedges of interest rate cash flow risk. Any gains and losses related to the ineffective portion of the hedges will be recognized in the current period in earnings. Amounts accumulated in Other comprehensive income are reclassified as Interest expense, net when the related interest payments (that is, the hedged forecasted transactions), and amortization related to the swap buyouts, affect earnings. Interest expense related to payments under the current swapsactive swap agreements totaled $1.7$0.5 million in 2016, $2.02018, $0.8 million in 20152017 and $1.9 million in 2014.2016. Additionally, Interest expensenon-cash interest expense/(income) related to the 2016amortization of swap buyouts totaled $0.6($0.6) million in 20162018, $0.7 million in 2017, and is expected to be approximatelyreduce interest expense by $0.5 million in 2017.2019.

Gains/(losses) related to changes in fair value of derivative instruments that were recognized in Other (income)/expenses,expense, net in the Consolidated Statements of Income were as follows:

 Years ended December 31,
(in thousands)201620152014
    
Derivatives not designated as hedging instruments   
     Foreign currency options $202 ($121) ($81)

  Years ended December 31,
(in thousands) 2018 2017 2016
       
Derivatives not designated as hedging instruments            
     Foreign currency options gains/(losses) $(61) $(131) $202 

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16.19. Other Noncurrent Liabilities

As of December 31, of each year,2018 and 2017, Other noncurrent liabilities consists of:consisted of the following:

(in thousands)2016 2015 2018 2017
     
Pension liabilities$35,921 $36,782 $34,590  $39,473 
Postretirement benefits other than pensions       53,293        55,310  47,237   54,423 
Obligations under license agreement       10,254                -  -     897 
Interest rate swap agreement                -         2,400
Incentive and deferred compensation         3,468         3,421  3,810   3,048 
Restructuring           908         3,320  100   600 
Other         2,983            311  2,540   3,114 
Total$106,827 $101,544 $88,277  $101,555 

 

17.20. Commitments and Contingencies

Principal leases are for machinery and equipment, vehicles, and real property. Certain leases contain renewal and purchase option provisions at fair values. Total rental expense amounted to $5.5 million in 2018, $4.9 million in 2017, and $5.2 million in 2016, $3.5 million in 2015, and $4.2 million in 2014.2016.

Future rental payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year, as of December 31, 2016,2018, are: 2017, $5.6 million; 2018, $3.7 million; 2019, $1.4$4.6 million; 2020, $0.8 million,$3.2 million; 2021, $2.1 million; 2022, $1.5 million; and 20212023 and thereafter, $0.3$6.5 million.

Asbestos Litigation

Albany International Corp. is a defendant in suits brought in various courts in the United States by plaintiffs who allege that they have suffered personal injury as a result of exposure to asbestos-containing products that we previously manufactured. We produced asbestos-containing paper machine clothing synthetic dryer fabrics marketed during the period from 1967 to 1976 and used in certain paper mills. Such fabrics generally had a useful life of three to twelve months.

We were defending 3,7453,684 claims as of December 31, 2016.2018.

The following table sets forth the number of claims filed, the number of claims settled, dismissed or otherwise resolved, and the aggregate settlement amount during the periods presented:

Year ended December 31,Opening Number of
Claims
Claims Dismissed,
Settled, or Resolved
New ClaimsClosing Number of ClaimsAmounts Paid (thousands) to Settle or
Resolve
2005          29,411         6,257          1,297       24,451 $504
2006          24,451         6,841          1,806       19,416              3,879
2007          19,416            808             190       18,798                   15
2008          18,798            523             110       18,385                   52
2009          18,385         9,482               42         8,945                   88
2010            8,945         3,963             188         5,170                 159
2011            5,170            789               65         4,446              1,111
2012            4,446              90             107         4,463                 530
2013            4,463            230               66         4,299                   78
2014            4,299            625             147         3,821                 437
2015            3,821            116               86         3,791                 164
2016            3,791            148             102         3,745 $758
Year ended
December 31,
Opening Number of ClaimsClaims Dismissed, Settled, or ResolvedNew ClaimsClosing Number of ClaimsAmounts Paid (thousands) to Settle or Resolve
2013          4,463            230              66          4,299              $78
2014          4,299            625             147          3,821             437
2015          3,821            116              86          3,791             164
2016          3,791            148             102          3,745             758
2017          3,745             105              90          3,730 55
2018          3,730             152              106          3,684 $100

 

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We anticipate that additional claims will be filed against the Company and related companies in the future, but are unable to predict the number and timing of such future claims.

Exposure and disease Due to the fact that information sufficient to meaningfully estimate a range of possible loss of a particular claim is typically not available until late in the discovery process, and often not until a trial date is imminent and a settlement demand has been received. For these reasons, we do not believe a meaningful estimate can be made regarding the range of possible loss with respect to pending or future claims and therefore are unable to estimate a range of reasonably possible loss in excess of amounts already accrued for pending or future claims.

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While we believe we have meritorious defenses to these claims, we have settled certain claims for amounts we consider reasonable given the facts and circumstances of each case. Our insurer, Liberty Mutual,insurance carrier has defended each case and funded settlements under a standard reservation of rights. As of December 31, 2016,2018 we had resolved, by means of settlement or dismissal, 37,48937,746 claims. The total cost of resolving all claims was $10.2$10.3 million. Of this amount, almost 100% was paid by our insurance carrier. The Company’s insurercarrier, who has confirmed that although coverage limits under two (ofwe have approximately 23) primary insurance policies have been exhausted, there still remains approximately $2.5 million in coverage limits under other applicable primary policies, and $140 million inof remaining coverage under primary and excess umbrella coverage policies that should be available with respect to current and future asbestos claims.

The Company’s subsidiary, Brandon Drying Fabrics, Inc. (“Brandon”), a subsidiary of Geschmay Corp., which is a subsidiary of the Company, is also a separate defendant in many of the asbestos cases in which Albany is named as a defendant.defendant, despite never having manufactured any fabrics containing asbestos. While Brandon was defending against 7,7067,708 claims as of December 31, 2016.

The following table sets forth the number of2018, only ten claims have been filed the number of claims settled, dismissed or otherwise resolved,against Brandon since January 1, 2012, and the aggregateno settlement amount during the periods presented:

Year ended December 31,Opening
Number of
Claims
Claims Dismissed,
Settled, or
Resolved
New ClaimsClosing
Number of
Claims
Amounts
Paid
(thousands)
to Settle or
Resolve
2005               9,985            642             223         9,566 $-
2006               9,566         1,182             730         9,114                  -   
2007               9,114            462               88         8,740                  -   
2008               8,740              86               10         8,664                  -   
2009               8,664            760                 3         7,907                  -   
2010               7,907              47                 9         7,869                  -   
2011               7,869                3               11         7,877                  -   
2012               7,877              12                 2         7,867                  -   
2013               7,867              55                 3         7,815                  -   
2014               7,815              87                 2         7,730                  -   
2015          ��    7,730              18                 1         7,713                  -   
2016               7,713                7                -            7,706 $-

We acquired Geschmay Corp., formerly known as Wangner Systems Corporation, in 1999.costs have been incurred since 2001. Brandon is a wholly owned subsidiary of Geschmay Corp. In 1978, Brandon acquired certain assets from Abney Mills (“Abney”), a South Carolina textile manufacturer. Among the assetswas acquired by Brandon from Abney were assets of Abney’s wholly owned subsidiary, Brandon Sales, Inc. which had sold, among other things, dryer fabrics containing asbestos made by its parent, Abney. Although Brandon manufacturedthe Company in 1999, and sold dryer fabrics underhas its own name subsequentinsurance policies covering periods prior to the asset purchase, none of such fabrics contained asbestos. Because Brandon did not manufacture asbestos-containing products, and because it does not believe that it was the legal successor to, or otherwise responsible for obligations of Abney with respect to products manufactured by Abney, it believes it has strong defenses to the claims that have been asserted against it. As of December 31, 2016, Brandon has resolved, by means of settlement or dismissal, 9,900 claims for a total of $0.2 million. Brandon’s insurance

95

carriers initially agreed to pay 88.2% of the total indemnification and defense costs related to these proceedings, subject to the standard reservation of rights. The remaining 11.8% of the costs had been borne directly by Brandon. During1999. Since 2004, Brandon’s insurance carriers agreed to coverhave covered 100% of indemnification and defense costs, subject to policy limits and thea standard reservation of rights, and to reimburse Brandon for all indemnity and defense costs paid directly by Brandon related to these proceedings.

For the same reasons set forth above with respect to Albany’s claims, as well as the fact that no amounts have been paid to resolve any Brandon claims since 2001, we do not believe a meaningful estimate can be made regarding the range of possible loss with respect to these remaining claims.rights.

In some of these asbestos cases, the Company is named both as a direct defendant and as the “successor in interest” to Mount Vernon Mills (“Mount Vernon”). We acquired certain assets from Mount Vernon in 1993. Certain plaintiffs allege injury caused by asbestos-containing products alleged to have been sold by Mount Vernon many years prior to this acquisition. Mount Vernon is contractually obligated to indemnify the Company against any liability arising out of such products. We deny any liability for products sold by Mount Vernon prior to the acquisition of the Mount Vernon assets. Pursuant to its contractual indemnification obligations, Mount Vernon has assumed the defense of these claims. On this basis, we have successfully moved for dismissal in a number of actions.

Although we do not believe, based on currently available information and for the reasons stated above, that a meaningful estimate of a range of possible loss can be made with respect to such claims, based on our understanding of the insurance policies available, how settlement amounts have been allocated to various policies, our settlement experience, the absence of any judgments against the Company or Brandon, the ratio of paper mill claims to total claims filed, and the defenses available, we currently do not anticipate any material liability relating to the resolution of the aforementioned pending proceedings in excess of existing insurance limits.

Consequently, weWe currently do not anticipate, based on currently available information, that the ultimate resolution of the aforementioned proceedings will have a material adverse effect on the financial position, results of operations, or cash flows of the Company. Although we cannot predict the number and timing of future claims, based on the foregoing factors, and the trends in claims against us to date, we do not anticipate that additional claims likely to be filed against us, in theand available insurance, we also do not currently anticipate that potential future claims will have a material adverse effect on our financial position, results of operations, or cash flows. We are aware that litigation is inherently uncertain, especially when the outcome is dependent primarily on determinations of factual matters to be made by juries.

18.21. Stock Options and Incentive Plans

We recognized no stock option expense during 2016, 20152018, 2017, or 20142016 and there are currently no remaining unvested options for which stock-option compensation costs will be recognized in future periods.

There have been no stock options granted since November 2002 and we have no stock option plan under which options may be granted, although options may be granted under the Company’s 2011 incentive plan. Options issued under previous plans and still outstanding were exercisable in five cumulative annual amounts beginning twelve months after date of grant. Option exercise prices were normally equal to and were not permitted to be less than the market value on the date of grant. Unexercised options generally terminate twenty years after the date of grant for all plans, and must be exercised within ten years of retirement.

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Activity with respect to these plans is as follows:

201620152014 2018 2017 2016
Shares under option January 1         88,773        187,233        228,533  29,340   62,390   88,773 
Options canceled                   -                    -  -     150   -   
Options exercised         26,383          98,460          41,300  10,400   32,900   26,383 
Shares under option at December 31         62,390          88,773        187,233  18,940   29,340   62,390 
Options exercisable at December 31         62,390          88,773        187,233  18,940   29,340   62,390 

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The weighted average exercise price is as follows:

201620152014 2018 2017 2016
Shares under option January 1$18.67$18.99$18.94 $18.40  $18.28  $18.67 
Options canceled                -                   -                -     -     20.63   -   
Options exercised          19.60          19.27       18.71  19.38   18.16   19.60 
Shares under option December 31          18.28          18.67       18.99  17.87   18.40   18.28 
Options exercisable December 31          18.28          18.67       18.99  17.87   18.40   18.28 

 

As of December 31, 2016,2018, the aggregate intrinsic value of vested options was $1.7$0.8 million. The aggregate intrinsic value of options exercised was $0.5 million in 2016, $2.02018, $1.1 million in 2015,2017, and $0.7$0.5 million in 2014.2016.

Executive Management share-based compensation:

In 2011, shareholders approved the Albany International 2011 Incentive Plan. AwardsPlan under which awards were granted through 2017. The multi-year awards granted to date under these plansthis Plan provide key members of management with incentive compensation based on achieving certain performance targets over a three year period. Such awards are paid out partly in cash and partly in shares of Class A Common Stock. Participants may elect to receive shares net of applicable income taxes. In March 2018, we issued 33,425 shares and made cash payments totaling $1.3 million. In March 2017, we issued 25,899 shares and made cash payments totaling $1.0 million. In March 2016, we issued 26,146 shares and made cash payments totaling $0.8 million. In March 2015, we issued 35,393 shares and made cash payments totaling $1.2 million. In March 2014, we issued 29,321 shares and made cash payments totaling $1.1 million. If a person terminates employment prior to the award becoming fully vested, the person may forfeit all or a portion of the incentive compensation award. The grant date share price is determined when the awards are approved each year and that price is used for measuring the cost for the share-based portion of the award. Expense associated with these awards is recognized over the three year vesting period. In connection with this plan, we recognized expense of $0.8 million in 2018, $2.6 million in 2017 and $2.7 million in 2016, $3.0 million in 2015 and $2.4 million in 2014.2016. For share-based awards that are dependent on performance after 2016,2018, we expect to record additional compensation expense of approximately $0.7$0.2 million in 2019.

During 2016 and 2017, and $0.6 million in 2018.

In 2011, the Board of Directors modified theCompany had an annual incentive plan for executive management whereby 40 to 50 percent of the earned incentive compensation iswas payable in the form of shares of Class A Common Stock. Participants maycould elect to receive shares net of applicable income taxes. In March 2018, the Company issued 10,751 shares and made cash payments totaling $1.4 million as a result of performance in 2017. In March 2017, the Company issued 18,784 shares and made cash payments totaling $1.9 million as a result of performance in 2016. In March 2016, the Company issued 26,774 shares and made cash payments totaling $1.9 million as a result of performance in 2015. In March 2015, the Company issued 19,571 shares and made cash payments totaling $1.5 million as a result of performance in 2014. In March 2014, the Company issued 15,910 shares and made cash payments totaling $1.4 million as a result of performance in 2013. The allocation of the award between cash and shares is determined by an average share price after the year of performance. Expense recorded for this plan was $2.6 million in 2017, and $3.3 million in 2016,2016.

In 2017, shareholders approved the Albany International 2017 Incentive Plan. This plan provides key members of management with incentive compensation based on achieving certain performance targets. Awards can be paid in cash, shares of Class A Common Stock, Options, or other stock-based or incentive compensation awards pursuant to the Plan. Participants may elect to receive shares net of applicable income taxes. The first awards were granted in 2018, under this plan, with a performance period of one year, with payments scheduled in March 2019. Awards that were granted in 2018 with a performance period of three years, with payments scheduled in March 2021. If a participant terminates employment prior to the award becoming fully vested, the person may forfeit all or a portion of the incentive compensation award. The grant date share price is determined when the awards are approved each year and that price is used for measuring the cost for the share-based portion of an award. Expense

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associated with these awards is recognized over the vesting period of the performance period which is generally one to three years.

In connection with this plan, we recognized expense of $3.4 million in 2015, and $2.72018. For share-based awards that are dependent on performance after 2018, we expect to record additional compensation expense of approximately $0.8 million in 2014.

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2019 and $0.3 million in 2020. Shares payable under these plans generally vest immediately prior to payment.

As of December 31, 2016,2018, there were 235,2991,146,440 shares of Company stock authorized for the payment of awards under these plans. Information with respect to these plans is presented below:

  Number of shares Weighted
average grant
date value per
share
 Year-end
intrinsic value
(000's)
 Number of
shares
 Weighted
average grant
date value
per share
 Year-end
intrinsic
value (000's)
Shares potentially payable at January 1, 2014 185,564  $27.51  $6,667 
Forfeitures -  -    
Payments (75,385) $28.60    
Shares accrued based on 2014 performance 75,020  $34.65    
Shares potentially payable at December 31, 2014 185,199  $30.69  $5,683 
Forfeitures -  -    
Payments (95,889) $29.09    
Shares accrued based on 2015 performance 98,998  $38.01    
Shares potentially payable at December 31, 2015 188,308  $35.35  $6,657 
Shares potentially payable at January 1, 2016  188,308  $35.35  $6,657 
Forfeitures -  -      -     -       
Payments (86,926) $33.43      (86,926) $33.43     
Shares accrued based on 2016 performance 88,036  $36.78      88,036  $36.78     
Shares potentially payable at December 31, 2016 189,418  $36.90  $6,989   189,418  $36.90  $6,989 
Forfeitures  -     -       
Payments  (75,545) $36.35     
Shares accrued based on 2017 performance  43,532  $48.26     
Shares potentially payable at December 31, 2017  157,405  $40.30  $6,343 
Forfeitures  -           
Payments  (79,762) $39.90     
Shares accrued based on 2018 performance  34,822  $70.59     
Shares potentially payable at December 31, 2018  112,465  $49.96  $5,619 

 

Other Management share-based compensation:

In 2003, the Company adopted a Restricted Stock Program under which certain key employees were awarded restricted stock units. Company has not awarded new restricted stock units since November 2010 and no expense was recognized in 2016 for this plan. Such units vested over a five-year period and were paid annually in cash based on current market prices of the Company’s stock. The amount of compensation cost attributable to such units was recorded in Selling, general and administrative expenses and was $0.6 million in 2015 and $1.4 million in 2014.

In 2012, the Company adopted a Phantom Stock Plan that replaced the Restricted Stock Program. Awardsplan whereby awards under this program vest over a five-year period and are paid annually in cash based on current market prices of the Company’s stock. Under this program, employees may earn more or less than the target award based on the Company’s results in the year of the award. Expense recognized for this plan amounted to $4.8 million in 2018, $4.9 million in 2017, and $3.8 million in 2016, $2.6 million in 2015, and $2.2 million in 2014.2016. Based on awards outstanding at December 31, 2016,2018, we expect to record $8.3approximately $9.6 million of compensation cost from 20172019 to 2020.2022. The weighted average period for recognition of that cost is approximately 2 years.

In 2012, the Company granted restricted stock units to two executives. The amount of compensation expense was subject to changes in the market price of the Company’s stock and was recorded in Selling, general, and administrative expenses. The final vesting and payment due under these grants occurred in 2015, resulting in no expense recognized in 2016. Expense recognized for these grants was $0.3 million in 2015, and $0.7 million in 2014.

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The determination of compensation expense for other management share-based compensation plans is based on the number of outstanding share units, the end-of-period share price, and Company performance. Information with respect to these plans is presented below:

   Number of
shares
 Weighted average
value per share
 Cash paid for
share based
liabilities(000's)
Share units potentially payable at January 1, 2014 361,189       
Grants 91,631       
Changes due to performance (8,793)      
Payments (86,840) $35.01  $3,040 
Forfeitures (9,246)      
Share units potentially payable at December 31, 2014 347,941       
Grants 90,065       
Changes due to performance 13,966       
Payments (167,482) $36.08  $6,040 
Forfeitures (31,624)      
Share units potentially payable at December 31, 2015 252,866       
Grants 118,279       
Changes due to performance 18,779       
Payments (88,073) $33.20  $2,924 
Forfeitures (40,706)      
Share units potentially payable at December 31, 2016 261,145       

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  Number of shares Weighted average value per share Cash paid for share based liabilities  (000's)
Share units potentially payable at January 1, 2016  252,866         
Grants  118,279         
Changes due to performance  18,779         
Payments  (88,073) $33.20  $2,924 
Forfeitures  (40,706)        
Share units potentially payable at December 31, 2016  261,145         
Grants  96,505         
Changes due to performance  (11,891)        
Payments  (89,190) $46.64  $4,160 
Forfeitures  (20,473)        
Share units potentially payable at December 31, 2017  236,096         
Grants  65,370         
Changes due to performance  14,343         
Payments  (75,545) $62.69  $4,736 
Forfeitures  (12,963)        
Share units potentially payable at December 31, 2018  227,301         

In 2018, the Company granted restricted stock units to two executives. The amount of compensation expense is subject to change in the market price of the Company’s stock and was recorded in Selling, general, and administrative expenses. The vesting and payments due under these grants will occur in various periods from 2019 to 2021. Expense recognized for these grants was $0.5 million in 2018. Based on awards outstanding at December 31, 2018, we expect to record approximately $1.8 million of compensation cost from 2019 to 2021.

The Company maintains a voluntary savings plan covering substantially all employees in the United States. The Plan, known as the ProsperityPlusProsperity Plus Savings Plan, is a qualified plan under section 401(k) of the U.S. Internal Revenue Code. The Company matches, in the form of cash, between 50%50 percent and 100%100 percent of employee contributions up to a defined maximum. The investment of employee contributions to the plan is self-directed. The Company’s cost of the plan amounted to $6.3 million in 2018, $5.9 million in 2017, and $5.5 million in 2016, $4.8 million in 2015, and $4.3 million in 2014.2016.

The Company’s profit-sharing plan covers substantially all employees in the United States. After the close of each year, the Board of Directors determines the amount of the profit-sharing contribution. Company contributions to the plan are in the form of cash. The expense recorded for this plan was $3.2 million in 2018, $2.6 million in 2017, and $2.9 million in 2016, $2.4 million in 2015, and $1.5 million in 2014.2016.

19.111

22. Shareholders’ Equity

We have two classes of Common Stock, Class A Common Stock and Class B Common Stock, each with a par value of $0.001 and equal liquidation rights. Each share of our Class A Common Stock is entitled to one vote on all matters submitted to shareholders, and each share of Class B Common Stock is entitled to ten votes. Class A and Class B Common Stock will receive equal dividends as the Board of Directors may determine from time to time. The Class B Common Stock is convertible into an equal number of shares of Class A Common Stock at any time. At December 31, 2016,2018, 3.3 million shares of Class A Common Stock were reserved for the conversion of Class B Common Stock and the exercise of stock options.

In August 2006, we announced that the Board of Directors authorized management to purchase up to 2.02 million additional shares of our Class A Common Stock. The Board’s action authorizes management to purchase shares from time to time, in the open market or otherwise, whenever it believes such purchase to be

99

advantageous to our shareholders, and it is otherwise legally permitted to do so. We have made no share purchases under the August 2006 authorization. Activity in Shareholders’ equity for 2014, 2015,2016, 2017, and 20162018 is presented below:

  

Class A

Common Stock

  

Class B

Common Stock

 

Additional
paid-in

capital

 Retained
earnings
 Accumulated
items of other
comprehensive income
 

Class A

Treasury Stock

 Noncontrolling
Interest
 
(in thousands) Shares Amount  Shares Amount       Shares Amount   
January 1, 2016 37,239 $37   3,235 $3 $423,108 $491,950 $(158,844) 8,455 $(257,391)$3,690 
Net income  -  -   -  -  -  52,733  -  -  -  79 
Compensation and benefits paid or payable in shares  53  -   -  -  1,980  -  -  -  -  - 
Options exercised  26  -   -  -  667  -  -  -  -  - 
Shares issued to Directors'  1  -   (1) -  198  -  -  (12)  255  - 
Dividends declared  -  -   -  -  -  (21,828) -  -  -  - 
                       
Cumulative translation adjustments  -  -   -  -  -  -  (24,643) -  -  (2)
Pension and postretirement liability adjustments  -  -   -  -  -  -  (2,994) -  -  - 
Derivative valuation adjustment  -  -   -  -  -  -  2,292  -  -  - 
December 31, 2016  37,319 $37   3,234 $3 $425,953 $522,855 $(184,189) 8,443 $(257,136)$3,767 
Net income  -  -   -  -  -  33,111  -  -  -  (526)
Compensation and benefits paid or payable in shares  44  -   -  -  1,564  -  -  -  -  - 
Options exercised  33  -   -  -  597  -  -  -  -  - 
Shares issued to Directors'  -  -   -  -  309  -  -  (12) 260  - 
Dividends declared  -  -   -  -  -  (21,884) -  -  -  - 
                       
Cumulative translation adjustments  -  -   -  -  -  -  45,980  -  -  6 
Pension and postretirement liability adjustments  -  -   -  -  -  -  1,183  -  -  - 
Derivative valuation adjustment  -  -   -  -  -  -  1,125  -  -  - 
December 31, 2017 37,396 $37   3,234 $3 $428,423 $534,082 $(135,901) 8,431 $(256,876)$3,247 
Net income  -  -   -  -  -  82,891  -  -  -  128 
Adoption of accounting standards (a),(b)  -  -   -  -  -  (5,068)  -  -  -  (327) 
Compensation and benefits paid or payable in shares  44  -   -  -  1,437  -  -  -  -  - 
Options exercised  10  -   -  -  201  -  -  -  -  - 
Shares issued to Directors'  -  -   -  -  494  -  -  (12)  273  - 
Dividends declared  -  -   -  -  -  (22,260)  -  -  -  - 
                       
Cumulative translation adjustments  -  -   -  -  -  -  (28,658)  -  -  (17) 
Pension and postretirement liability adjustments  -  -   -  -  -  -  3,427  -  -  - 
Derivative valuation adjustment  -  -   -  -  -  -  2,744  -  -  - 
December 31, 2018  37,450 $37   3,234 $3 $430,555 $589,645 $(158,388)  8,419 $(256,603) $3,031 

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 Class A
Common Stock
  Class B
Preferred Stock
Additional paid-in capitalRetained earningsAccumulated
items of other
comprehensive
income
Class A
Treasury Stock
Noncontrolling Interest
(in thousands)SharesAmount SharesAmountSharesAmount
January 1, 2014  36,996$37     3,236$3$416,728$434,598($49,498)     8,464($257,571)$3,482
Net income            -           -             -          -                 -       41,569                      -             -                -               180
Compensation and benefits paid or payable in shares         47           -             -          -         1,234                 -                      -             ---
Conversion of Class B shares to Class A shares           1           -          (1)          -               -                    -                      -             -                --
Changes in equity related to Noncontrolling interest in ASC            -           -             -          -            (24)                 -                      -             -                -                 38
Options exercised         41           -             -          -            974                 -                      -             ---
Shares issued to Directors'            -           -             -          -              60               -                       -              (5)             90 - 
Dividends declared            -           -             -          -                 -      (20,062)              -                -                    -
Cumulative translation adjustments            -           -             -          -                 -                 -           (55,102)             -                -                  (1)
Pension and postretirement liability adjustments            -           -             -          -                 -                 -             (3,283)             -                -                    -
Derivative valuation adjustment            -           -             -          -                 -                 -                 116            ��-                -                    -
December 31, 2014  37,085$37     3,235$3$418,972$456,105($107,767)     8,459($257,481)$3,699
Net income            -           -             -          -                 -       57,279                      -             -                -                (14)
Compensation and benefits paid or payable in shares         55           -             -          -         1,540                 -                      -             ---
Options exercised         99           -             -          -         2,520                 -                      -             ---
Shares issued to Directors'            -           -             -          -              76               -                       -              (4)             90 - 
Dividends declared            -           -             -          -                 -      (21,434)              -                -                    -
Cumulative translation adjustments            -           -             -          -                 -                 -           (53,415)             -                -                   5
Pension and postretirement liability adjustments            -           -             -          -                 -                 -              2,941             -                -                    -
Derivative valuation adjustment            -           -             -          -                 -                 -                (603)             -                -                    -
December 31, 2015  37,239$37     3,235$3$423,108$491,950($158,844)     8,455($257,391)$3,690
Net income            -           -             -          -                 -       52,733                      -             -                -                 79
Compensation and benefits paid or payable in shares         53           -             -          -         1,980                 -                      -             -                -0
Options exercised         26           -             -          -            667                 -                      -             -                -0
Shares issued to Directors'           1           -          (1)          -            198               -                       -            (12)           255                  -   
Dividends declared            -           -             -          -                 -      (21,828)                      -             -                -                    -
Cumulative translation adjustments            -           -             -          -                 -                 -           (24,643)             -                -                  (2)
Pension and postretirement liability adjustments            -           -             -          -                 -                 -             (2,994)             -                -                    -
Derivative valuation adjustment            -           -             -          -                 -                 -              2,292             -                -                    -
December 31, 2016  37,319$37     3,234$3$425,953$522,855($184,189)     8,443($257,136)$3,767

(a) As described in Note 2, the Company adopted ASC 606 effective January 1, 2018, which resulted in a decrease to Retained earnings of $5.6 million and a $0.3 million decrease to Noncontrolling interest.

(b) As described in Note 7, the Company adopted ASU 2016-16 effective January 1, 2018, which resulted in a $0.5 million increase to Retained earnings.

23. Business Acquisition

On April 8, 2016, the Company acquired the outstanding shares of Harris Corporation’s composite aerostructures business for cash of $187 million, plus the assumption of certain liabilities. The Company funded the cash payable at closing by utilizing proceeds from a $550 million, unsecured credit facility agreement that was completed April 8, 2016 (see Note 17). The seller provided representations, warranties and indemnities customary for acquisition transactions, including indemnities for certain customer claims identified before closing. The acquired entity is part of the AEC segment.

There were no changes subsequent to 2016 to the provisional allocation amounts recorded in the year of acquisition. The following table summarizes the allocation of the purchase price to the fair value of the assets and liabilities acquired:

(in thousands)April 8, 2016
Assets acquired
Accounts receivable$15,443
Inventories                     16,670
Prepaid expenses and other current assets                           402
Property, plant and equipment                     62,784
Intangibles                     71,630
Goodwill                     95,730
Total assets acquired$262,659
Liabilities assumed
Accounts payable$10,323
Accrued liabilities                        2,862
Finance obligation                     17,560
Deferred income taxes                     33,143
Other noncurrent liabilities                     11,771
Total liabilities assumed$75,659
Net assets acquired$187,000

 

100

20. Quarterly Financial Data (unaudited)Goodwill of $95.7 million reflects that the acquisition broadened and deepened AEC’s products, experience and manufacturing capabilities, and significantly increases opportunities for future growth. The goodwill is non-deductible for tax purposes.

The following table presents operational results of the acquired entity that are included in the Consolidated Statements of Income (unaudited):

113

(in thousands, except per share amounts)April 8 to December 31, 2016
Net sales$67,011
Operating loss                                                (1,246)
Loss before income taxes                                                (2,342)
Net loss attributable to the Company                                                (1,495)
Loss per share:
Basic$(0.05)
Diluted:$(0.05)

The Consolidated Statements of Income reflect operational activity of the acquired business for only the period subsequent to the closing, which affects comparability of results. The following table shows total company pro forma statements of what results would have been if the 2016 acquisition had occurred as of January 1, 2015.

Unaudited - Pro
forma
(in thousands, except per share amounts)2016
Combined Net sales$802,023
Combined Income before income taxes$80,639
Pro forma increase/(decrease) to income before income taxes:
   Acquisition expenses5,367
   Interest expense related to purchase price         (1,382)
Acquisition accounting adjustments:
   Depreciation and amortization on property, plant and equipment, and intangible assets         (1,575)
   Valuation of contract inventories           1,997
   Interest expense on fiinance obligation              300
   Interest expense on other obligations             (133)
Pro forma Income before income taxes$85,213
Pro forma Net Income attributable to the Company$57,229

24. Quarterly Financial Data (unaudited)

Presented below is certain unaudited quarterly consolidated statement of operations data from continuing operations for each of the quarters in the periodsyears ended December 31, 2016, 20152018, 2017, and 2014.2016. The information has been derived from our unaudited financial statements, which have been prepared on substantially the same basis as the audited consolidated financial statements contained in this report. We haveFourth quarter results presented below may vary from our quarterly earnings per share numbers as reportedreport in our earnings releases. The sum of these quarterly results may differ from annual results dueorder to rounding andagree to the impact of the difference in the weighted shares outstanding for the stand-alone periods.full year totals. The results of operations for any quarter are not necessarily indicative of the results to be expected for any future period.

(in millions, except per share amounts)     
2016 1st 2nd 3rd 4th Total
Net sales $172.3  $203.2  $191.3  $213.0  $779.8 
Gross profit 72.5  78.3  72.4  77.4  300.6 
Net income attributable to the Company 13.5  10.4  13.1  15.8  52.8 
Basic earnings per share 0.42  0.32  0.41  0.49  1.64 
Diluted earnings per share 0.42  0.32  0.41  0.49  1.64 
Cash dividends per share 0.17  0.17  0.17  0.17  0.68 
Class A Common Stock prices:               
  High 38.21  41.31  43.78  49.25    
  Low 31.43  37.27  38.92  38.65    
                
2015 1st 2nd 3rd 4th Total 
Net sales $181.3  $172.3  $178.8  $177.5  $709.9 
Gross profit 76.7  54.6  75.7  71.7  278.7 
Net income/(loss) attributable to the Company 12.2  (2.2) 9.7  37.6  57.3 
Basic earnings per share 0.38  (0.07) 0.30  1.18  1.79 
Diluted earnings per share 0.38  (0.07) 0.30  1.18  1.79 
Cash dividends per share 0.16  0.17  0.17  0.17  0.67 
Class A Common Stock prices:               
  High 40.31  41.15  40.21  39.25    
  Low 34.13  39.15  28.28  28.19    
                
2014 1st 2nd 3rd 4th Total 
Net sales $180.3  $193.5  $179.9  $191.6  $745.3 
Gross profit 74.8  75.3  68.6  72.9  291.6 
Net income attributable to the Company 10.6  11.2  11.8  8.0  41.6 
Basic earnings per share 0.33  0.35  0.37  0.26  1.31 
Diluted earnings per share 0.33  0.35  0.37  0.25  1.30 
Cash dividends per share 0.15  0.16  0.16  0.16  0.63 
Class A Common Stock prices:               
  High 37.59  38.01  38.53  38.15    
  Low 32.85  33.67  34.04  32.46    
                

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Revision to 2018 quarterly financial data

In the fourth quarter of 2018, the Company discovered that ASC 606,Revenue from contracts with customers,implementation issues in its MC business segment had resulted in immaterial errors in certain reported segment and consolidated Company financial statement line items – including Net sales and Net income - for each of the first three quarters of 2018. Included below are tables reflecting the revised amounts for each of the first three quarters of 2018, and a table showing amounts originally reported for those periods and the effects of the revision.

(in millions, except per share amounts)         
2018 1st 2nd 3rd 4thTotal
Net sales         
   Machine Clothing $141.8 $161.8 $157.6 $150.7$611.9
   Albany Engineered Composites 81.8 93.6 94.3 100.9370.6
   Total $223.6 $255.4 $251.9 $251.6$982.5
          
Gross profit         
   Machine Clothing $66.3 $79.1 $78.7 $73.3$297.4
   Albany Engineered Composites 11.5 12.6 13.7 14.752.5
   Corporate expenses (0.1) 0.0 0.0 (0.1)(0.2)
   Total $77.7 $91.7 $92.4 $87.9$349.7
          
Operating income         
   Machine Clothing $26.9 $50.3 $49.7 $42.9$169.8
   Albany Engineered Composites 2.3 4.1 3.6 6.616.6
   Corporate expenses (12.2) (12.2) (12.5) (12.1)(49.0)
   Total $17.0 $42.2 $40.8 $37.4$137.4
          
Net income attributable to the Company $7.7 $29.9 $27.7 $17.6$82.9
Basic earnings per share 0.24 0.93 0.86 0.542.57
Diluted earnings per share 0.24 0.93 0.86 0.542.57
Cash dividends per share 0.17 0.17 0.17 0.180.69
Class A Common Stock prices:         
  High 67.30 65.45 81.40 78.31 
  Low 60.05 58.35 60.70 58.41 

115

2017 1st 2nd 3rd 4thTotal
Net sales $199.3 $215.6 $222.1 $226.7$863.7
Gross profit 76.0 63.2 79.6 77.5296.3
Net income attributable to the Company 10.8 1.1 15.3 5.933.1
Basic earnings per share 0.34 0.03 0.47 0.191.03
Diluted earnings per share 0.34 0.03 0.47 0.191.03
Cash dividends per share 0.17 0.17 0.17 0.170.68
Class A Common Stock prices:         
  High 49.05 53.40 57.60 65.25 
  Low 43.90 43.90 50.25 56.45 
          
2016 1st 2nd 3rd 4thTotal
Net sales $172.3 $203.2 $191.3 $213.0$779.8
Gross profit 72.7 78.5 72.6 77.5301.3
Net income attributable to the Company 13.5 10.4 13.1 15.752.7
Basic earnings per share 0.42 0.32 0.41 0.491.64
Diluted earnings per share 0.42 0.32 0.41 0.491.64
Cash dividends per share 0.17 0.17 0.17 0.170.68
Class A Common Stock prices:         
  High 38.21 41.31 43.78 49.25 
  Low 31.43 37.27 38.92 38.65 

In 2018, restructuring charges reduced earnings per share by $0.18 in the first quarter, $0.06 in the second quarter, $0.06 in the third quarter, and $0.04 in the fourth quarter. The charges primarily related to the closure of the MC Facility in Sélestat, France and discontinuation of certain manufacturing processes in Salt Lake City.

In 2018, discrete income tax adjustments, increased/(decreased) earnings per share by $0.01 in the first quarter, $0.12 in the second quarter, $0.00 in the third quarter, and $(0.01) in the fourth quarter.

In 2017, restructuring charges reduced earnings per share by $0.05 in the first quarter, $0.04 in the second quarter, $0.11 in the third quarter, and $0.07 in the fourth quarter. The amount recognized in the third quarter was primarily non-cash charges associated with the decision to exit a discontinued product line.

In 2017, discrete income tax adjustments, increased/(decreased) earnings per share by ($0.03) in the first quarter, ($0.02) in the second quarter, $0.12 in the third quarter, and ($0.21) in the fourth quarter. The amount recognized in the fourth quarter was primarily from changes in U.S. tax laws.

In 2017, we recorded a write-off of inventory in a discontinued product line in the third quarter of 2017. The write-off (decreased)/increased earnings per share by ($0.06) in the third quarter and $0.01 in the fourth quarter.

In 2016, restructuring charges reduced earnings per share by $0.01 in the first quarter, $0.13 in the second quarter, $0.01 in the third quarter, and $0.01 in the fourth quarter.

In 2016, we recorded measurement period adjustments related to the business acquisition that occurred in the second quarter of 2016. Measurement period adjustments decreased earnings per share by $0.03 in the third quarter, and $0.00 in the fourth quarter. Costs related to the acquisition transaction reduced earnings per

116

share by $0.03 in the first quarter, $0.08 in the second quarter, $0.00 in the third quarter, and $0.00 in the fourth quarterquarter.

In 2016, discrete income tax adjustments increased earnings per share by $0.03 in the first quarter, $0.00 in the second quarter, $0.00 in the third quarter, and $0.04 in the fourth quarter.

In 2015, restructuring charges reduced earnings per share by $0.18 in the first quarter, $0.02 in the second quarter, $0.07 in the third quarter, and $0.21 in the fourth quarter.

In 2015, discrete income tax adjustments, increased/(decreased) earnings per share by $(0.01) in the first quarter, $0.00 in the second quarter, ($0.15) in the third quarter, and $0.85 in the fourth quarter. The amount recognized in the fourth quarter was principally due to a worthless stock deduction for the Company’s investment in its German subsidiary.

In 2015, we recognized a gain related to the sale of investment of $0.02 per share in the first quarter.

In 2014, restructuring charges reduced earnings per share by $0.02 in the first quarter, $0.04 in the second quarter, $0.02 in the third quarter, and $0.04 in the fourth quarter.

In 2014, we recognized a gain related to the insurance recovery due to damage to a Machine Clothing manufacturing facility, $0.03 per share in the second quarter and $0.01 per share in the third quarter.

In 2014, earnings per share included a pension plan settlement charge of $0.16 per share in the fourth quarter.

The Company’s Class A Common Stock is traded principally on the New York Stock Exchange. As of December 31, 2016,2018, there were approximately 7,500over 20,000 beneficial owners of the Company’s common stock, including employees owning shares through the Company’s 401(k) defined contribution plan.

102117

As described above, in the fourth quarter of 2018, the Company discovered errors in its financial reports for the first three quarters of 2018. The table below presents the amounts originally reported, the amount of the error, and the revised amounts for certain income statement accounts.

  1st quarter 20182nd quarter 2018
(in millions, except per share amounts)As
previously
reported
Increase /
(decrease)
As
revised
As
previously
reported
Increase /
(decrease)
As revised
Machine Clothing segment       
 Net sales$148.2$(6.4)$141.8 $162.6$(0.8)$161.8
 Gross profit70.2(3.9)66.3 79.6(0.5)79.1
 Operating income30.8(3.9)26.9 50.8(0.5)50.3
         
Total Company       
 Net income attributable to the Company10.2(2.5)7.7 30.4(0.5)29.9
 Basic earnings per share0.32(0.08)0.24 0.94(0.01)0.93
 Diluted earnings per share0.32(0.08)0.24 0.940.01)0.93
         
         
  3rd quarter 2018First 3 quarters of 2018
(in millions, except per share amounts)As
previously
reported
Increase /
(decrease)
As
revised
As
previously
reported
Increase /
(decrease)
As revised
Machine Clothing segment       
 Net sales$159.0$(1.4)$157.6 $469.8$(8.6)$461.2
 Gross profit79.4(0.7)78.7 229.2(5.1)224.1
 Operating income50.3(0.6)49.7 131.9(5.0)126.9
         
Total Company       
 Net income attributable to the Company28.2(0.5)27.7 68.8(3.5)65.3
 Basic earnings per share0.87(0.01)0.86 2.13(0.11)2.02
 Diluted earnings per share0.87(0.01)0.86 2.13(0.11)2.02

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

None.

118

Item 9A.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company, with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, has carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15) as of December 31, 2016.2018. Such disclosure controls and procedures are designed to ensure that information required to be disclosed in reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms, and to ensure that information required to be disclosed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Based on and as of the date of this evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that due to the material weakness in our internal control over financial reporting described below, the Company’s disclosure controls and procedures were not effective as of such date, due to the material weaknesses in the Company’s internal control over financial reporting described below.date.

As the result of these material weaknesses, a third-party provider of services to a foreign sales location of the Company in Japan (AI Japan) was able unilaterally to disburse to himself funds from such subsidiary’s bank accounts, while misrepresenting the nature of such disbursements in the Company’s books and records. This third-party agent was also responsible for preparing financial statements and reports for the Japan subsidiary. These disbursements occurred during the period from January 1, 2014 through December 31, 2016, with most of the disbursements occurring during the fourth quarter of 2016 as the relationship with the agent was in the process of being terminated. During the fourth quarter of 2016, the Company recorded a charge of $2.5 million related to these losses. While some of the loss occurred in prior periods, such prior-period losses were not material to any such period and, accordingly, the Company has not restated any previously-issued financial statements relating to any such period. (See Footnote 6 underItem 8.)

After the discovery of these losses and of the related material weaknesses, theThe Company completed additional substantive procedures prior to the filing of this report. Based on these procedures, management believes that the consolidated financial statements included in this report have been prepared in accordance with generally accepted accounting principles, and present fairly, in all material respects, the financial condition, results of operations and cash flows of the Company, as of and for the periods presented.

Management’s Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s internal control system is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.America and 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 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 controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

103A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Management, under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer, and oversight of the Board of Directors, conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2016. In making this assessment, management used2018 using the criteria set forth by the 2013 Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework.

A material weakness is a deficiency, or combination of deficiencies, in internal Based on this assessment, management has identified the following control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Management has determined that certain material weaknesses existed at December 31, 2016, and that as a result, our internal control over financial reporting was not effective as of such date.deficiencies:

The Company did not establishconduct an effective reporting lines, appropriate authorities, responsibilitiesrisk assessment process over the design and monitoring activities forimplementation of the systems development plan affecting the financial reporting processes and internal controls, as well as the assignment of banking signatory authorities, limits and responsibilities, at AI Japan and certain other foreign locations. As a result, the Company lacked effective written entityprocess and process level controls over initiation, authorization, processing and recordingimpacted by the adoption of ASC 606,Revenue from contracts with customers, for certain revenue transactions and safeguarding of assets managed by a third party service providerin the Company’s Machine Clothing business that are recognized at a foreign sales location (AI Japan).point-in-time. In addition, the Company did not have effective management reviewreconciliation controls over the assessment of a potential reserve for a loss contract dueunbilled accounts receivable and inventory accounts related to a failure to understand and document the design requirements and operation of an effective management review control.those point-in-time transactions.

Certain of these

119

The control deficiencies described above resulted in immaterial misstatements toin net sales, cost of goods sold, accounts receivable and inventories in the 2016 interim quarterlyconsolidated financial statements as of and for the quarterly and year-to-date periods ended March 31, 2018, June 30, 2018 and September 30, 2018 that were corrected as described in these auditednote 24 of the consolidated financial statements (see Footnote 6 underItem 8). Although no material misstatements were identifiedcontained in our consolidated financial statements,this annual report on Form 10-K. However, these control deficiencies create a reasonable possibility that a material misstatement to the consolidated financial statements wouldwill not be prevented or detected on a timely basis. Webasis, and therefore we have concluded that the deficiencies represent a material weakness in internal control over financial reporting and our internal control over financial reporting wasis not effective as ofat December 31, 2016.

During 2016, the Company acquired Blue Falcon I, Inc., the composites aerostructures business from Harris Corp. (now known as "Albany Aerostructures Composites, LLC"), which represents a material change in the internal control over financial reporting since management’s last assessment of effectiveness. Management has excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2016, Albany Aerostructures Composites, LLC’s internal control over financial reporting associated with total assets of $252.5 million (of which $137.5 million represents goodwill and intangibles included within the scope of the assessment) and total revenues of $67.0 million included in the consolidated financial statements of the Company as of and for the year ended December 31, 2016.2018.

Our independent registered public accounting firm, KPMG LLP, who audited the consolidated financial statements included in this annual report, has expressed an adverse report on the operating effectiveness of the Company’sCompany's internal control over financial reporting whichreporting. KPMG LLP's report appears on pages 49 and 50under Item 8 of this annual report on Form 10-K.

Remediation Plan

Also during the fourth quarter, and as theAs a result of the loss and related control deficienciesmaterial weakness described above, the Company initiated comprehensive remediation efforts to ensure that the deficiencies that contributed to the material weaknessesweakness are remediated such that these controls will operate effectively. These efforts include:

(a)a review of financial reporting processes relating to AI Japan, and enhancements and additions to the internal control at that location;

(a) Improving our risk assessment process related to pre-production and post-implementation testing and documentation of conclusions for significant systems development changes affecting financial reporting and internal controls; and,

104

(b)increasing senior financial and accounting management monitoring of financial reporting at smaller Company locations, establishing effective reporting lines, and appropriate authorities, and responsibilities and monitoring for financial reporting activities, and assignment of banking signatory authorities, limits and responsibilities at such locations, including AI Japan and certain other foreign locations.

(c)Enhancing management review controls and procedures for the assessment of potential reserves for loss contracts and provide additional training regarding the required documentation of design and operating effectiveness of internal control over financial reporting.

(b) Revising our financial reporting processes and related reconciliation controls over the unbilled accounts receivable and inventory accounts related to those point-in-time transactions.

We believe that such efforts will effectively remediate the reported material weaknesses.weakness. However, the material weaknessesweakness will not be considered remediated until the remediated controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Changes in Internal Control over Financial Reporting

Other thanExcept for the remediation effortsmaterial weakness described above (identified in the fourth quarter but occurred during the fiscal year), there were no changes in our internal control over financial reporting during our fourth fiscal quarter of 20162018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

/s/ Joseph G. Morone, Ph.D.Olivier M. Jarrault /s/ John B. Cozzolino /s/ David M. Pawlick
Joseph G. Morone, Ph.D.Olivier M. Jarrault John B. Cozzolino David M. Pawlick
President and Chief Financial Officer Vice President and
Chief Executive Officer and Treasurer Controller
and Director (Principal Financial Officer) (Principal Accounting Officer)
(Principal Executive Officer)    

Item 9B.    OTHER INFORMATION

Item 9B.OTHER INFORMATION

None.

105120

PART III

Item 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
a)Directors.The information set out in the section captioned “Election of Directors” in the Proxy Statement is incorporated herein by reference.
b)Executive Officers. Information about the officers of the Company is set forth in Item 1 above.
c)Significant Employees. Same as Executive Officers.
d)Nature of any family relationship between any director, executive officer, person nominated or chosen to become a director or executive officer. The information set out in the section captioned “Certain Business Relationships and Related Person Transactions” in the Proxy Statement is incorporated herein by reference.
e)Business experience, during the past five years, of each director, executive officer, person nominated or chosen to become director or executive officer, and significant employees. Information about the officers of the Company is set forth in Item 1 above and the information set out in the section captioned “Election of Directors” in the Proxy Statement is incorporated herein by reference.
f)Involvement in certain legal proceedings by any director, person nominated to become a director or executive officer. The information set out in the section captioned “Election of Directors” in the Proxy Statement is incorporated herein by reference.
g)Certain promoters and control persons. None.
h)Audit Committee Financial Expert. The information set out in the section captioned “Corporate Governance” in the Proxy Statement is incorporated herein by reference.
i)Code of Ethics. The Company has adopted a Code of Ethics that applies to all of its employees, directors, and officers, including the Chief Executive Officer, Chief Financial Officer and Controller. A copy of the Code of Ethics is filed as Exhibit 10(p) and is available at the Corporate Governance section of the Company’s website (www.albint.com). A copy of the Code of Ethics may be obtained, without charge, by writing to: Investor Relations Department, Albany International Corp., 216 Airport Drive, Rochester, New Hampshire 03867. Any amendment to the Code of Ethics will be disclosed by posting the amended Code of Ethics on the Company’s website. Any waiver of any provision of the Code of Ethics will be disclosed by the filing of a Form 8-K.

Item 11.EXECUTIVE COMPENSATION

The information set forth in the sections of the Proxy Statement captioned “Executive Compensation Earned,” “Summary Compensation Table,” “CEO Pay Ratio,” “Grants of Plan-Based Awards,” “Outstanding Equity Awards At Fiscal Year-End,” “Option Exercises and Stock Vested,” “Pension Benefits,” “Nonqualified Deferred Compensation,” “Director Compensation,” “Compensation Committee Report,” “Compensation Discussion and Analysis,” and “Compensation Committee Interlocks and Insider Participation” is incorporated herein by reference.

106121

Item 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information set forth in the section captioned "Share Ownership" in the Proxy Statement is incorporated herein by reference.

Equity Compensation Plan Information

Plan CategoryNumber of securities to
be issued upon
exercise of outstanding
options, warrants, and
rights
Weighted average
exercise price of
outstanding options,
warrants, and rights
Number of securities remaining
available for future issuance under
equity compensation plans (excluding
(excluding securities reflected in
column (a))
 (a)(b)(c)
Equity compensation plans approved by security holders62,39018,9401$18.2817.87235,2991,146,4402,3,42,3,4,5
Equity compensation plans not approved by security holders---
Total62,39018,9401$18.2817.87235,2991,146,4402,3,42,3,4,5

 

(1)Does not include 40,645 , 55,191,45,689 and 82,58225,582, and 41,193 shares that may be issued pursuant to 2014, 20152016, 2017 and 2016,2018, respectively, performance incentive awards granted to certain executive officers pursuant to the 2011 Incentive Plan and the 2017 Incentive Plan. Such awards are not “exercisable,” but will be paid out to the recipients in accordance with their terms, subject to certain conditions.
(2)Reflects the number of shares that may be issued pursuant to future awards under the 2011 Incentive Plan and 2017 Incentive Plan. Additional shares of Class A Common Stock are available for issuance under the 2011 Incentive Plan (see note 3 below), as well as under the Directors’ Annual Retainer Plan (see note 45 below). No additional shares are available under any of the stock option plans pursuant to which outstanding options were granted.
(3)235,299146,440 shares available for future issuance under the 2011 Incentive Plan. The 2011 Incentive Plan allows the Board from time to time to increase the number of shares that may be issued pursuant to awards granted under that Plan, provided that the number of shares so added may not exceed 500,000 in any one calendar year, and provided further that the total number of shares then available for issuance under the Plan shall not exceed 1,000,000 at any time. Shares of Common Stock covered by awards granted under the 2011 Incentive Plan are only counted as used to the extent they are actually issued and delivered. Accordingly, if an award is settled for cash, or if shares are withheld to pay any exercise price or to satisfy any tax-withholding requirement, only shares issued (if any), net of shares withheld, will be deemed delivered for purposes of determining the number of shares available under the Plan. If shares are issued subject to conditions that may result in the forfeiture, cancellation, or return of such shares to the Company, any shares forfeited, canceled, or returned shall be treated as not issued. If shares are tendered to the Company in payment of any obligation in connection with an award, the number of shares tendered shall be added to the number of shares available under the 2005 Incentive Plan. Assuming full exercise by the Board of its power to increase annually the number of shares available under the 2011 Incentive Plan, the maximum number of additional shares that could yet be issued pursuant to the Plan awards (including those set forth in column (c) above) would be 2,735,299.1,646,440.
(4)1,000,000 shares available for future issuance under the 2017 Incentive Plan. Shares of Common Stock covered by awards granted under the 2017 Incentive Plan are only counted as used to the extent they are actually issued and delivered, including shares withheld to satisfy tax requirement. Accordingly, if an award is settled for cash, or if shares are withheld to pay any exercise price, only shares issued (if any), net of shares withheld, will be deemed delivered for purposes of determining the number of shares available under the Plan. If shares are issued subject to conditions that may result in the forfeiture, cancellation, or return of such shares to the Company, any shares forfeited,

122

canceled, or returned shall be treated as not issued. The Plan awards (including those set forth in column (c) above) would be 1,000,000.

(5)The Directors’ Annual Retainer Plan provides that the aggregate dollar amount of the annual retainer payable for service as a member of the Company’s Board of Directors is $100,000, $50,000$110,000, $90,000 of which is required to be paid in shares of Class A Common Stock, the exact number of shares to be paid for any year being determined on the basis of the per share closing price of such stock on the day of the Annual Meeting at which the election of the directors for such year occurs, as shown in the composite index published for such day in the Wall Street Journal, rounded down to the nearest whole share. Directors are expected to hold shares with a value of $330,000 or three times the value of the annual retainer. Directors may elect to receive, in stock, all of the retainer payable in shares of Common Stock. A director and related persons, who owns shares of Common Stock with a value of at least $330,000 may elect to receive, in cash, all or any portion of the retainer otherwise payable in shares of Common Stock.

107

composite index published for such day in the Wall Street Journal, rounded down to the nearest whole share. A director who owns shares of Common Stock with a value of at least $300,000 may elect to receive, in cash, all or any portion of the retainer otherwise payable in shares of Common Stock.

 

Item 13.CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information set out in the section captioned “Election of Directors” in the Proxy Statement is incorporated herein by reference.

Item 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information set forth in the section captioned “Independent Auditors” in the Proxy Statement is incorporated herein by reference.

108123

PART IV

Item 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

   Incorporated by Reference
Exhibit
Number
Exhibit DescriptionFiled
Herewith
FormPeriod
Ending
Filing
Date
3 (a)Amended and Restated Certificate of Incorporation of Company 8-K 6/2/15
3 (b)Bylaws of Company 8-K 2/23/11
4 (a)Article IV of Certificate of Incorporation of Company 8-K 6/2/15
4 (b)Specimen Stock Certificate for Class A Common Stock S-1, No. 33-16254 9/30/87
Credit Agreement    
10(k)(xvii)(xix)

$550685 Million Five-Year Revolving Credit Facility Agreement among Albany International Corp., the other Borrowers named therein, the Lenders Party thereto, JPMorgan Chase Bank, N.A., as Administrative

Agent, dated as of April 8, 2016November 7, 2017

8-K 4/8/1611/7/17
10(k)(xii)Amended and Restated Note Agreement and Guaranty, dated as of July 16, 2010, among the Company, the Guarantors named therein, and the holders of the Notes from time to time party thereto ("Amended and Restated Note Agreement")8-K9/23/10
10(k)(xiii)First Amendment, dated as of February 17, 2012, to Amended and Restated Note Agreement8-K2/22/12
10(k)(iv)Second Amendment, dated as of March 26, 2013, to Amended and Restated Note Agreement8-K3/28/13
10(k)(xvi)Third Amendment, dated as of June 18, 2015, to Amended and Restated Note Agreement8-K6/24/15
10(k)(xviii)Fourth Amendment, dated as of April 8, 2016, to Amended and Restated Note Agreement8-K4/8/16
Restricted Stock Units    
10(l)(viii)2011 Performance Phantom Stock Plan as adopted on May 26, 2011 (42) 10-Q6/30/118/9/11
10(l)(i)2003 Restricted Stock Unit Plan, as adopted November 13, 20038-K1/2/08
10(l)(x)Form of Restricted Stock Unit Award for units granted on March 2, 20188-K3/6/18
10(l)(xi)Form of Restricted Stock Unit Award for units granted on August 28, 20188-K9/4/18
Stock Options    
10(m)(i)1992 Stock Option Plan 8-K 1/18/93
10(m)(ii)1997 Executive Stock Option Agreement 10-K12/31/973/16/98
10(m)(iii)2011 Incentive Plan 8-K 6/1/11
10(m)(iv)Form of 2011 Annual Performance Bonus Agreement 8-K 3/29/11
10(m)(v)Form of 2011 Multi-Year Performance Bonus Agreement 8-K 3/29/11

109

Incorporated by Reference
Exhibit NumberExhibit DescriptionFiled HerewithFormPeriod EndingFiling Date
Executive Compensation    
10(n)(i)Supplemental Executive Retirement Plan, adopted as of January 1, 1994, as amended and restated as of January 1, 20088-K 1/2/08
10(n)(ii)Annual Bonus Program,S-1, No. 33-162549/30/87
10(n)(iii)Form of Executive Deferred Compensation Plan adopted September 1, 1985, as amended and restated as of August 8, 2001March 29, 201710-Q9/30/01Def 14A11/12/013/29/17
10(o)(i)Form of Directors’ Deferred Compensation Plan adopted September 1, 1985, as amended and restated as of August 8, 200110-Q9/30/0111/12/01
10(o)(ii)Deferred Compensation Plan of Albany International Corp., as amended and restated as of  August 8, 200110-K12/31/023/21/03
10(o)(iii)Centennial Deferred Compensation Plan, as amended and restated as of August 8, 200110-Q9/30/0111/12/01
10(o)(iv)Directors’ Annual Retainer Plan, as amended and restated as of December 8, 2009February 23, 20188-K 12/23/095/16/18
10(o)(viii)Form of Severance Agreement between Albany International Corp. and certain corporate officers or key executives8-K 1/4/16
10(p)Code of Ethics 8-K 1/2/08
10(q)Directors Pension Plan, amendment dated as of January 12, 20058-K 1/13/05
10(r)Employment agreement, dated May 12, 2005, between the Company and Joseph G. Morone8-K 5/18/05
10(s)Form of Indemnification Agreement 8-K 4/12/06
10(u)Employment agreement, dated March 2, 2018, between the Company and Olivier M. Jarrault10-Q5/08/18
10(u)(i)First Amendment, dated July 9, 2018, to Amend employment agreement10-Q8/7/18

110124

   Incorporated by Reference
Exhibit
Number
Exhibit DescriptionFiled
Herewith
FormPeriod
Ending
Filing
Date
10.1Stock and Asset Purchase Agreement by and between Albany International Corp. and ASSA ABLOY AB, dated as of October 27, 20118-K11/1/11
10.2Amended and restated LLC operating agreement by and between Albany Engineered Composites and Safran Aerospace Composites, Inc. 10% equity interest in ASC for $28 million10-K12/31/132/26/14
2.1Stock Purchase Agreement by and between Albany International Corp. and Harris Corporation, dated as of February 27, 20168-K 3/1/16
11Statement of Computation of Earnings per share (provided in Footnote 8 to the Consolidated Financial Statements)X   
21Subsidiaries of CompanyX   
23Consent of Independent Registered Public Accounting FirmsX   
24Powers of AttorneyX   
31(a)Certification of Joseph G. MoroneOlivier M. Jarrault required pursuant to Rule 13a-14(a) or Rule 15d-14(a)X   
31(b)Certification of John B. Cozzolino required pursuant to Rule 13a-14(a) or Rule 15d-14(a)X   
32(a)Certification of Joseph G. MoroneOlivier M. Jarrault and John B. Cozzolino required pursuant to Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States CodeX   
The following information from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016,2018, formatted in eXtensible Business Reporting Language (XBRL), filed herewith:
101(i)Consolidated Statements of Income for the years ended December 31, 2016, 20152018, 2017 and 20142016X
   
101(ii)Consolidated Statements of Comprehensive Income/(loss)Income for the years ended December 31, 2016, 2015,2018, 2017, and 20142016X
   
101(iii)Consolidated Balance Sheets as of December 31, 20162018 and 20152017X
   
101(iv)Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015,2018, 2017, and 20142016X
   
101(v)Notes to Consolidated Financial StatementsX   
* As provided in Rule 406T of Regulation S-T, this information shall not be deemed “filed” for purposes of Sections 11 and 12 of the Securities Act and Section 18 of the Securities Exchange Act or otherwise subject to liability under those sections.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 1st14th day of March, 2017.2019.

 ALBANY INTERNATIONAL CORP.
 
by /s/ John B. Cozzolino
 John B. Cozzolino
 Chief Financial Officer and Treasurer
 (Principal Financial Officer)

 

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

Signature Title Date
     
* President and Chief Executive Officer and Director March 1, 201714, 2019
Joseph G. MoroneOlivier M. Jarrault (Principal Executive Officer)  
     
/s/ John B. Cozzolino Chief Financial Officer and Treasurer March 1, 201714, 2019
John B. Cozzolino (Principal Financial Officer)  
     
* Vice President–Controller March 1, 201714, 2019
David M. Pawlick (Principal Accounting Officer)  
     
* Chairman of the Board and Director March 1, 201714, 2019
Erland E. KailbourneA. William Higgins    
*Vice Chairman of the Board and DirectorMarch 1, 2017
John C. Standish
     
* Director March 1, 201714, 2019
John F. Cassidy, Jr.    
     
* Director March 1, 201714, 2019
Katharine Plourde    
     
* Director March 1, 201714, 2019
Edgar G. Hotard    
     
* Director March 1, 201714, 2019
John R. Scannell    
     
* Director March 1, 201714, 2019
Christine L. Standish    
*DirectorMarch 14, 2019
Erland E. Kailbourne 
     
* Director March 1, 201714, 2019
A. William HigginsKenneth W. Krueger    
     
* Director March 1, 201714, 2019
Kenneth W. KruegerLee C. Wortham    
     
*By  /s/ John B. Cozzolino    
John B. Cozzolino    
Attorney-in-fact    

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SCHEDULE II

ALBANY INTERNATIONAL CORP. AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

(Dollars in thousands)

 

Column AColumn BColumn CColumn DColumn EColumn BColumn CColumn DColumn E
    
DescriptionBalance at beginning of periodCharge to expenseOther (A)Balance at end of the periodBalance at beginning of periodCharge to expenseOther (A)Balance at end of the period
Allowance for doubtful accounts    
Year ended December 31:    
2018$7,919$579$(1,161)$7,337
20176,9521,388(421)7,919
2016$8,530$23($1,601)$6,9528,53023(1,601)6,952
20158,713744(927)8,530
201411,274(341)(2,220)8,713
    
Allowance for sales returns    
Year ended December 31:    
2018$11,370$8,372$(8,399)$11,343
201713,7148,909(11,253)11,370
2016$14,024$10,851($11,161)$13,71414,02410,851(11,161)13,714
201517,26510,640(13,881)14,024
201422,42813,879(19,042)17,265
    
Valuation allowance deferred tax assets    
Year ended December 31:    
2018$16,057$(4,882)$(2,786)$8,389
2017               22,821(3,552)(3,212)              16,057
2016$24,439($88)($1,530)$22,821               24,439(88)(1,530)              22,821
2015             21,860752,504            24,439
2014             49,987(3,347)(24,780)            21,860

 

(A)Amounts sold, written off, or recovered, and the effect of changes in currency translation rates, are included in Column D.

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CORPORATE INFORMATION

Investor Relations

The Company’s Investor Relations Department may be contacted at:

Investor Relations Department

Albany International Corp.


216 Airport Drive

Rochester, NH 03867

Telephone: (603) 330-5850


Fax: (603) 994-3974


E-mail: investor.relations@albint.com

 

Transfer Agent and Registrar

Computershare

P.O. Box 30170505000

College Station, TX 77842-3170Louisville, KY 40233-5000

Telephone (toll-free): 1-877-277-9931

Web:www.computershare.com/investor

 

Shareholder Services

As an Albany International shareholder, you are invited to take advantage of our convenient shareholder services.

Computershare maintains the records for our registered shareholders and can help you with a variety of shareholder-related services at no charge, including:

Change of name and/or address
Consolidation of accounts
Duplicate mailings
Dividend reinvestment enrollment
Lost stock certificates
Transfer of stock to another person
Additional administrative services
·Change of name and/or address
·Consolidation of accounts
·Duplicate mailings
·Dividend reinvestment enrollment
·Lost stock certificates
·Transfer of stock to another person
·Additional administrative services

Access your investor statements online 24 hours a day, 7 days a week with MLinkSM.at Investor Center. For more information, go towww.computershare.com/investor.

Notice of Annual Meeting

The Annual Meeting of the Company’s shareholders is scheduled to be held on Friday, May 12, 201710, 2019 at 9:00 a.m. at The One Hundred Club, 100 Market Street, Suite 500, Portsmouth, New Hampshire 03801.

Stock Listing

Albany International is listed on the New York Stock Exchange (Symbol AIN). Stock tables in newspapers and financial publications list Albany International as “AlbanyInt.”

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Equal Employment Opportunity

Albany International, as a matter of policy, does not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, national origin, age, physical or mental disability, or status as a disabled or Vietnam-era veteran. This policy of nondiscrimination is applicable to matters of hiring, upgrading, promotions, transfers, layoffs, terminations, rates of pay, selection for training, recruitment, and recruitment advertising. The Company maintains affirmative action programs to implement its EEO policy.

Trademarks and Trade Names

INLINE, KRAFTLINE, PRINTLINE, HYDROCROSS, SEAM HYDROCROSS, SEAMPLANE, Seam KMX, SPRING, VENTABELT EVM, VENTABELT XTS, VENTABELT XTR, TRANSBELT GX, TRANSBELT GXM, SPIRALTOP, AEROPULSE, AEROPOINT, DURASPIRAL, TOPSTAT, SUPRASTAT, PROVANTAGE, PROVANTAGE LC, PACKLINE and NOVALACE are all trade names of Albany International Corp.

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Directors and Officers 
  
Directors 
Erland E. Kailbourne,A. William Higgins, Chairman12Edgar G. Hotard1Olivier M. Jarrault
Retired – ChairmanDirector, Kaman Corporation and Chief Executive Officer,Retired- President and COO, Praxair, Inc.
Fleet National Bank (New York Region)
John C. Standish,2Vice ChairmanJoseph G. Morone
Chairman and Chief Executive Officer, J.S. Standish Companythe Bristow GroupPresident and Chief Executive Officer
  
John F. Cassidy, Jr.2,3Christine L. Standish3
Retired – Senior Vice President,President, J.S. Standish Company
Science and Technology, United Technologies Corp. 
  
Katharine L. Plourde1,3John R. ScannellErland E. Kailbourne21
Retired- Principal and Analyst,Retired – Chairman and Chief Executive Officer, Moog Inc.
Donaldson, Lufkin& Jenrette, Inc.Fleet National Bank (New York Region)
  
A. William HigginsEdgar G. Hotard21Kenneth Krueger1
Director, Kaman CorporationRetired- President and the Bristow GroupCOO, Praxair, Inc.Chairman of the Board, Manitowoc Company Inc.
John R. Scannell2Lee C. Wortham2
Chairman and Chief Executive Officer, Moog Inc.            Partner, Barrantys LLC
  
        ¹ Member, Audit Committee
        ² Member, Compensation Committee
        ³ Member, Governance Committee
  
Officers 
Joseph G. MoroneOlivier M. JarraultJohn B. Cozzolino
President and Chief Executive OfficerChief Financial Officer and Treasurer
  
Diane M. LoudonDaniel A. HalftermeyerDavid M. Pawlick
President – Albany Engineered CompositesMachine ClothingVice President – Controller
  
DanielRobert A. HalftermeyerHansenCharles J. Silva Jr.
Senior Vice President – Machine Clothingand Chief Technology OfficerVice President – General Counsel and Secretary
  
Robert A. HansenDawne H. Wimbrow
Senior Vice President and Chief Technology OfficerVice President – Global Information Services and
ChiefInformation Officer
Joseph M. GaugAlice McCarvill
Associate General Counsel and Assistant SecretaryExecutive Vice President Human Resources
and Chief Human Resources Officer

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