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

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

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

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

On November ~~3, 2017, 12,361,486~~9, 2020, 18,311,740 common shares were outstanding.


	Three Months Ended Sept 30,						Nine Months Ended Sept 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016			2020			2019			2020			2019
Net sales	$	103,886		$	82,861		$	317,952		$	239,740		$	75,674		$	90,872		$	241,515		$	300,885

Operating costs and expenses:
Costs of products sold (excluding depreciation and amortization)		87,295			67,267			263,975			195,824			59,461			75,475			189,604			250,232
Selling and administrative		14,243			15,045			44,444			43,740			11,445			12,365			33,474			40,179
Depreciation and amortization		5,451			5,490			17,019			14,945			4,511			4,502			13,863			14,411
Impairment charge														0			0			0			10,082
Loss (gain) on disposal of assets		110			0			109			(9	)		79			(130	)		131			(67	)

Total operating expenses		107,099			87,802			325,547			254,500			75,496			92,212			237,072			314,837

Loss from operations		(3,213	)		(4,941	)		(7,595	)		(14,760	)

Income (loss) from continuing operations														178			(1,340	)		4,443			(13,952	)
Other income (expense):
Investment-related income		34			48			105			540			1,215			19			1,327			1,419
Interest expense		(778	)		(684	)		(2,683	)		(1,502	)		(1,018	)		(1,541	)		(3,228	)		(4,035	)
Other – net		250			(365	)		(447	)		327
Other income – net														1,493			2,068			2,510			4,289
														1,690			546			609			1,673
Income (loss) from continuing operations before income taxes														1,868			(794	)		5,052			(12,279	)
Income tax (provision) benefit														(630	)		(429	)		1,649			(1,716	)
Net income (loss) from continuing operations														1,238			(1,223	)		6,701			(13,995	)
Loss from discontinued operations, net of tax														0			(3,398	)		0			(9,031	)
Net income (loss)														1,238			(4,621	)		6,701			(23,026	)
Less: Net income attributable to noncontrolling interest														270			434			923			1,035
Net income (loss) attributable to Ampco-Pittsburgh													$	968		$	(5,055	)	$	5,778		$	(24,061	)
		(494	)		(1,001	)		(3,025	)		(635	)

Loss before income taxes and equity gains in Chinese joint venture		(3,707	)		(5,942	)		(10,620	)		(15,395	)
Income tax benefit (provision)		1,804			(21,602	)		1,771			(21,627	)
Equity gains in Chinese joint venture		0			4			535			115

Net loss		(1,903	)		(27,540	)		(8,314	)		(36,907	)
Less: Net income (loss) attributable to noncontrolling interest		299			(158	)		584			(149	)

Net loss attributable to Ampco-Pittsburgh	$	(2,202	)	$	(27,382	)	$	(8,898	)	$	(36,758	)

Net loss per common share attributable to Ampco-Pittsburgh:
Net income (loss) from continuing operations per share attributable to Ampco-Pittsburgh common shareholders:
Basic	$	(0.18	)	$	(2.23	)	$	(0.72	)	$	(3.10	)	$	0.07		$	(0.13	)	$	0.45		$	(1.19	)

Diluted	$	(0.18	)	$	(2.23	)	$	(0.72	)	$	(3.10	)	$	0.07		$	(0.13	)	$	0.43		$	(1.19	)

Cash dividends declared per share	$	0		$	0.09		$	0.09		$	0.27
Loss from discontinued operations, net of tax, per share attributable to Ampco-Pittsburgh common shareholders:
Basic													$	0.00		$	(0.27	)	$	0.00		$	(0.72	)
Diluted													$	0.00		$	(0.27	)	$	0.00		$	(0.72	)

Net income (loss) per share attributable to Ampco-Pittsburgh common shareholders:
Basic													$	0.07		$	(0.40	)	$	0.45		$	(1.91	)
Diluted													$	0.07		$	(0.40	)	$	0.43		$	(1.91	)

Weighted average number of common shares outstanding:
Basic		12,361			12,271			12,320			11,844			13,343			12,640			12,915			12,572

Diluted		12,361			12,271			12,320			11,844			14,454			12,640			13,585			12,572

Three Months Ended September 30, 2019	Common Stock		Additional Paid-in Capital			Retained Deficit			Accumulated Other Comprehensive Loss			Noncontrolling Interest			Total
Balance at July 1, 2019	$	12,624	$	155,644		$	(49,361	)	$	(46,128	)	$	5,973		$	78,752
Stock-based compensation				299												299
Comprehensive income (loss):
Net (loss) income							(5,055	)					434			(4,621	)
Other comprehensive loss										(12,999	)		(246	)		(13,245	)
Comprehensive income (loss)													188			(17,866	)
Issuance of common stock excluding excess tax benefits of $0		18		12												30
Balance at September 30, 2019	$	12,642	$	155,955		$	(54,416	)	$	(59,127	)	$	6,161		$	61,215
Three Months Ended September 30, 2020
Balance at July 1, 2020	$	12,794	$	156,855		$	(46,531	)	$	(69,202	)	$	7,269		$	61,185
Stock-based compensation				436												436
Comprehensive income:
Net income							968						270			1,238
Other comprehensive income										4,484			291			4,775
Comprehensive income													561			6,013
Equity rights offering (Note 10)		5,508		12,642												18,150
Issuance of common stock excluding excess tax benefits of $0		10		(20	)											(10	)
Balance at September 30, 2020	$	18,312	$	169,913		$	(45,563	)	$	(64,718	)	$	7,830		$	85,774

Nine Months Ended September 30, 2019
Balance at January 1, 2019	$	12,495	$	154,889		$	(30,355	)	$	(49,434	)	$	5,374		$	92,969
Stock-based compensation				959												959
Comprehensive income (loss):
Net (loss) income							(24,061	)					1,035			(23,026	)
Other comprehensive loss										(9,693	)		(248	)		(9,941	)
Comprehensive income (loss)													787			(32,967	)
Issuance of common stock excluding excess tax benefits of $0		147		107												254
Balance at September 30, 2019	$	12,642	$	155,955		$	(54,416	)	$	(59,127	)	$	6,161		$	61,215
Nine Months Ended September 30, 2020
Balance at January 1, 2020	$	12,652	$	156,251		$	(51,341	)	$	(68,662	)	$	6,716		$	55,616
Stock-based compensation				913												913
Comprehensive income:
Net income							5,778						923			6,701
Other comprehensive income										3,944			191			4,135
Comprehensive income													1,114			10,836
Equity rights offering (Note 10)		5,508		12,642												18,150
Issuance of common stock excluding excess tax benefits of $0		152		107												259
Balance at September 30, 2020	$	18,312	$	169,913		$	(45,563	)	$	(64,718	)	$	7,830		$	85,774

Ampco-Pittsburgh Corporation (the “Corporation”) manufactures and sells highly engineered, high-performance specialty metal products and customized equipment utilized by industry throughout the world. It operates in two business segments – the Forged and Cast Engineered Products segment and the Air and Liquid Processing segment. This segment presentation is consistent with how the Corporation’s chief operating decision maker evaluates financial performance and makes resource allocation and strategic decisions about the business.

The Forged and Cast Engineered Products (“FCEP”) segment produces forged-hardened steel rolls, cast rolls and open-die forged products. Forged-hardened steel rolls are used primarily in cold rolling mills by producers of steel, aluminum and other metals. Cast rolls, which are produced in a variety of iron and steel qualities, are used mainly in hot and cold strip mills, medium/heavy section mills and plate mills. Forged engineered products (“FEP”) are principally sold to customers in the steel distribution market, oil and gas industry and the aluminum and plastic extrusion industries. The segment has operations in the United States, England, Sweden and Slovenia and equity interests in three joint venture companies in China. Collectively, the segment primarily competes with European, Asian, North American and South American companies in both domestic and foreign markets and distributes a significant portion of its products through sales offices located throughout the world. The primary focus for this segment is continued diversification and development of its FEP portfolio and ongoing operational and efficiency improvements at its facilities.

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

Aerofin’s heat exchanger business is being adversely impacted by lower business activity in the commercial and industrial OEM markets. Buffalo Air Handling’s custom air handling business is experiencing steady demand; however, competitive pricing pressures continue. Buffalo Pumps’ specialty centrifugal pumps business is benefiting from steady demand from the marine defense and fossil fueled power generation markets. The focus for this segment is to grow revenues, increase margins, strengthen engineering and manufacturing capabilities, increase manufacturing productivity, and continue to improve its sales distribution network.

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency caused by a new strain of the coronavirus (“COVID-19”), originating in Wuhan, China, and advised of the risks to the international community as the virus spread globally beyond its point of origin.

In March 2020, the WHO classified the COVID-19 outbreak as a pandemic based on the rapid increase in exposure globally. In response, many state and local governments required the closure of various businesses. The U.S. Department of Homeland Security, however, provided guidance identifying the Corporation’s domestic businesses as critical infrastructure industries, essential to the economic prosperity, security and continuity of the United States, which provides exceptions to certain closures mandated by state and local governments and permits businesses to continue operations during such order. Despite the designation, the Corporation has periodically and temporarily idled certain operations of its FCEP segment and, consequently, furloughed certain of its employees in response to market conditions. It also has experienced, and may continue to experience, customer-requested delays of deliveries or, eventually, potential cancellation of orders. However, it appears that demand has bottomed out during the second quarter of 2020 and volume may return to 2019 levels in the latter part of 2021, assuming no additional mass shutdowns due to COVID-19.

On March 27, 2020, President Trump signed into law the “Coronavirus Aid, Relief, and Economic Security (CARES) Act.” The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferral of employer-side social security payments and contributions to employee benefit plans, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. Similar programs have been offered in certain of the foreign jurisdictions in which the Corporation operates, including subsidies and reimbursement of certain employee-related costs. While the Corporation has taken, and intends to continue to take, advantage of various provisions of the CARES Act and other similar programs offered in foreign jurisdictions in which the Corporation operates, where possible, it is unable to determine what impact those provisions may have on its consolidated financial statements in the future.

It is difficult to isolate the impact of the pandemic on the Corporation’s operating results, particularly in relation to the unabsorbed costs resulting from the periodic and temporary idling of certain of the Corporation’s forged and cast roll operations, furloughing of certain of its employees and movements in the global foreign exchange and equity markets. Additionally, the Corporation is uncertain of the full effect the pandemic will have on it for the longer term. The Corporation may experience long-term disruptions to its operations resulting from changes in government policy or guidance; quarantines of employees, customers and suppliers in areas affected by the pandemic; and closures of businesses or manufacturing facilities critical to its business or supply chains. It may also incur higher write-offs of accounts receivables and impairment charges on its asset values, including property, plant and equipment and intangible assets. Management is actively monitoring, and will continue to actively monitor, the pandemic and the potential impact on its operations, financial condition, liquidity, suppliers, industry and workforce.

During 2019, the Corporation undertook significant measures to return to profitability including:

The condensed consolidated balance sheet as of September 30, ~~2017, and~~2020, the condensed consolidated statements of operations, ~~and~~ comprehensive income (loss) and shareholders’ equity for the three and nine months ended September 30, ~~2017~~2020, and ~~2016,~~2019, and the condensed consolidated statements of cash flows for the nine months ended September 30, ~~2017~~2020, and ~~2016,~~2019, have been prepared by ~~Ampco-Pittsburgh~~the Corporation ~~(the “Corporation”)~~ without audit. In the opinion of management, all adjustments, consisting of only normal and

recurring adjustments necessary to present fairly the financial position, results of operations and cash flows for the periods presented, have been ~~made~~.made.The results of operations for the three and nine months ended September 30, ~~2017,~~2020, are not necessarily indicative of the operating results expected for the full year.

The Corporation sold ASW on September 30, 2019. See Note 2. The operating results of ASW for the three and nine months ended September 30, 2019, and the cash flows of ASW for the nine months ended September 30, 2019, are presented as discontinued operations in the accompanying condensed consolidated financial statements. All footnotes exclude balances and activity of ASW.

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

In ~~March 2016,~~August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU ~~2016-09,~~~~Improvements~~2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. ASU 2020-06 requires entities to ~~Employee Share-Based Payment Accounting, which requires all income tax effects~~provide expanded disclosures about the terms and features of ~~awards to be recognized~~convertible instruments and amends certain guidance in ASC 260 on the ~~income statement when the awards vest or are settled.~~computation of EPS for convertible instruments and contracts in an entity’s own equity. The guidance ~~also requires presentation of excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity. The amended guidance became~~becomes effective for the Corporation on January 1, ~~2017,~~2024, with early adoption of all amendments in the same period permitted. The Corporation is currently evaluating the impact the guidance will have on its consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 provides optional guidance for a limited period of time for applying generally accepted accounting principles to modifications of contracts, hedging relationships, and ~~did not~~other transactions that reference LIBOR or another rate that will be discontinued by reference rate reform if certain criteria are met. The optional guidance is available as of March 12, 2020, through December 31, 2022. The Corporation is currently evaluating the impact the guidance will have ~~a significant impact~~ on its financial position, operating results orand liquidity.

In ~~July 2015,~~December 2019, the FASB issued ASU ~~2015-11,~~ ~~Simplifying~~2019-12, Income Taxes (Topic 740). ASU 2019-12 is intended to simplify the ~~Measurement of Inventory~~~~, which revises~~accounting for income taxes including removing the ~~measurement of inventory at~~exception to the ~~lower of cost~~incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or ~~market. In accordance with ASU 2015-11,~~a gain from other items such as other comprehensive income, the accounting for franchise or similar tax, and requiring an entity ~~will measure inventory at~~reflect the ~~lower~~effect of ~~cost and net realizable value which is defined as the estimated selling price~~an enacted change in tax laws or rates in the ~~ordinary course of business less reasonably predictable costs of completion, disposal and transportation. The amendment does not apply to inventory~~interim period that ~~is measured using~~includes the ~~last-in, first out (LIFO) method.~~enactment date. The guidance ~~became~~becomes effective for the Corporation on January 1, ~~2017, and did not have a significant impact on its financial position, operating results or liquidity.~~

~~In August 2017, the FASB issued ASU 2017-12,~~~~Derivatives and Hedging~~, which amends and simplifies existing guidance to allow companies to more accurately present the economic effects of risk management activities in the financial statements. The amended guidance will be effective for interim and annual periods beginning after December 15, 2018; however, early adoption is permitted.2021. The Corporation is currently evaluating the impact the guidance will have on its financial position and operating results. It will not ~~however,~~ affect the Corporation’s liquidity.

In ~~May 2017,~~September 2016, the FASB issued ASU ~~2017-09,~~~~Scope of Modification Accounting~~2016-13, Financial Instruments – Credit Losses, which ~~provides~~adds a new impairment model, known as the current expected credit loss (“CECL”) model, that is based on expected losses rather than incurred losses. Under the new guidance, ~~about which changes~~an entity recognizes an allowance for its estimate of expected credit losses and applies it to most debt instruments, trade receivables, lease receivables, financial guarantee contracts, and other loan commitments. The CECL model does not have a minimum threshold for recognition of impairment losses and entities will need to measure expected credit losses on assets that have a low risk of loss. The guidance originally became effective for the ~~terms and conditions~~Corporation on January 1, 2020; however, since the Corporation meets the definition of a ~~share-based payment award require an entity~~Smaller Reporting Company, as defined by the U.S. Securities and Exchange Commission, the effective date was subsequently revised to ~~apply modification accounting. The amendment will be applied prospectively to an award modified on or after the adoption date. The amended guidance will be effective for interim and annual periods~~fiscal years beginning after December 15, ~~2017.~~2022. The Corporation is currently evaluating the impact the guidance will have on its financial position and operating ~~results and liquidity.~~

~~In March 2017, the FASB issued ASU 2017-07,~~ ~~Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost~~, which requires an employer who offers defined benefit and postretirement benefit plans to report the service cost component of net periodic benefit cost in the same line item or items as other compensation costs arising from services rendered by employees during the period. The other components of net period benefit cost are required to be presented in the income statement separately from the service cost component and outside the subtotal of income from operations. The amendment also allows only for the service cost component of net periodic benefit cost to be eligible for capitalization when applicable. The amended guidance does not change the amount of net periodic benefit cost to be recognized, only where it is to be recognized in the income statement. The amended guidance becomes effective for interim and annual periods beginning after December 15, 2017, and must be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension and other postretirement costs in the income statement and prospectively for capitalization of the service cost component of net periodic benefit cost in inventory. A practical expedient is available permitting employers to use the amounts disclosed in its pension and other postretirement benefit plan footnote (Note 7) as the estimate to apply retrospectively. The guidanceresults. It will not affect the Corporation’s ~~financial position or~~ liquidity.

On September 30, 2019, the Corporation, Ampco UES Sub, Inc., an indirect subsidiary of the Corporation, and ASW entered into a Share Purchase Agreement (the “Purchase Agreement”) with Valbruna Canada Ltd., a company organized and existing under the laws of the Province of New Brunswick, Canada (the “Purchaser”). The Purchaser acquired all issued and outstanding shares of ASW for a cash purchase price of $8,000, subject to normal and customary adjustments including a net working capital adjustment. Net proceeds received at closing, after such normal and customary adjustments including a preliminary net working capital adjustment, equaled $4,292. Subsequent post-closing adjustments were not significant. In ~~August 2016,~~conjunction with the ~~FASB issued ASU 2016-15,~~~~Classification~~sale, Union Electric Steel Corporation, an indirect subsidiary of ~~Certain Cash Receipts and Cash Payments~~the Corporation (“UES”), ~~which clarifies guidance~~entered into a long-term supply agreement with ASW for the supply of stainless steel ingots. Purchases to date have been insignificant.

The sale of ASW represented a strategic shift that would have a major favorable impact on the ~~classification~~Corporation’s operations and financial results. The “discontinued operations” criteria set forth in ASC 205, Presentation of ~~certain cash receipts~~Financial Statements, were met and, ~~payments in~~accordingly, the ~~statement of cash flows. The amended guidance will~~

be effective for interim and annual periods beginning after December 15, 2017. The Corporation is currently evaluating the impact the guidance will have on the presentation of its cash flow statement. It will not, however, affect the Corporation’s financial position, operating results ~~or liquidity.~~

~~In May 2016, April 2016, March 2016 and May 2014, the FASB issued ASUs 2016-12, 2016-10, 2016-08 and 2014-09, respectively,~~~~Revenue from Contracts with Customers (Topic 606)~~~~, which provides a common revenue standard for U.S. GAAP and IFRS. The guidance establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue~~ and cash flows ~~arising~~of ASW have been presented as discontinued operations in the accompanying condensed consolidated statements of operations and cash flows for 2019.

The following table presents the major classes of ASW’s line items constituting the “loss from ~~a company’s contracts~~discontinued operations, net of tax” in the condensed consolidated statements of operations:

Net sales for the three and nine months ended September 30, 2019, include $360 and $4,381, respectively, of products sold by ASW to UES with ~~customers. It requires companies to apply a five-step model when recognizing revenue relating to~~costs of products sold (excluding depreciation and amortization) approximating the ~~transfer~~same amounts.

In March 2019, the Board of goods or services to customers in an amount that reflects the consideration that the company expects to be entitled to receive for those goods and services. It also requires comprehensive disclosures regarding revenue recognition. The guidance becomes effective for interim and annual periods beginning after December 15, 2017, and can be implemented on either a full or modified retrospective basis. The Corporation currently anticipates it will use the modified retrospective method (a cumulative adjustment to its January 1, 2018 retained earnings). Based on preliminary analysis,Directors of the Corporation ~~has identified~~approved a plan to sell certain ~~contracts which may require revenue~~assets of Akers National Roll Company (“ANR”), an indirect subsidiary of UES, located in Avonmore, Pennsylvania (the “Avonmore Plant”). In connection with the anticipated sale, the Corporation recognized an impairment charge of $10,082 in the first quarter of 2019, to ~~be recognized over time versus~~record the assets at their estimated net realizable value. In May 2019, ANR entered into a ~~point~~definitive agreement to sell the Avonmore Plant, including its real estate and certain personal property, to an affiliate of WHEMCO, Inc. for $3,700. On September 30, 2019, following completion of customer orders in ~~time. The Corporation will continue its review of contracts~~backlog, the transaction closed and ~~its assessment~~all operations at ANR ceased. Although the sale of the ~~impact~~Avonmore Plant was expected to help mitigate the ~~guidance will have on its business processes, business~~excess capacity and accounting systems and consolidated financial statements and disclosures. The Corporation currently expects to complete its analysis, including implementing any necessary changes to existing business processes and systems to accommodate these new standards, during 2017.

~~In February 2016,~~high operating costs of the ~~FASB issued ASU 2016-02,~~~~Leases (Topic 842)~~~~, which requires lessees to recognize assets and liabilities~~cast roll operations, thereby having a positive impact on the ~~balance sheet for the rights~~operating and ~~obligations created by all leases with a term~~financial results of ~~more than one year. Accounting by lessors will remain similar to existing generally accepted accounting principles. The guidance becomes effective for~~ the Corporation, ~~January 1, 2019. The Corporation is currently evaluating~~ the ~~impact~~anticipated sale of the ~~guidance will have on its financial position,~~Avonmore Plant was not considered a strategic shift per the requirements of ASC 205; accordingly, the operating results and ~~liquidity.~~

On March 3, 2016, the Corporation acquired 100% of the voting equity interest of Åkers AB and certain of its affiliated companies, including Åkers AB’s 60% equity interest in a Chinese joint venture company (collectively, “Åkers”), from Altor Fund II GP Limited. The purchase price approximated $74,155 and was comprised of $29,399 in cash, $22,619 in the form of three-year promissory notes, and 1,776,604 shares of common stock of the Corporation which, based on the closing price of the Corporation’s common stock as ofANR through the date of ~~closing, had a fair value of $22,137. The notes bear interest at 6.5%, compounding annually, with principal and interest payable at maturity on March 3, 2019.~~

~~On November 1, 2016, the Corporation acquired 100%~~sale are included within continuing operations, versus discontinued operations, of the voting equity interest of ASW Steel Inc. (“ASW”) from CK Pearl Fund, Ltd., CK Pearl Fund L.P. and White Oak Strategic Master Fund, L.P. The purchase price of $13,116 consisted of $3,500 in cash and $9,616 in the assumption of outstanding indebtedness.Corporation.

Operating results of Åkers and ASW are included in the Forged and Cast Engineered Products segment from their respective dates of acquisition. The following financial information presents the combination of the results of operations of Ampco, Åkers and ASW as though the acquisition date for both of the business combinations had occurred as of January 1, 2016. Pro forma adjustments have been made primarily to (1) include the net incremental depreciation and amortization expense associated with recording property, plant and equipment and definite-lived intangible assets at fair value and (2) remove debt-related expenses associated with previous debt facilities not assumed by the Corporation. The following pro forma financial information is

~~presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the acquisition occurred at the beginning of 2016:~~

In November 2016, in connection with an equity restructuring of UES-MG, UES transferred 16% of its equity interest in UES-MG to a Chinese rollmaker for $2,400, payable in installments over the next three years. As of September 30, 2017, UES has received payments of $1,000.

At September 30, ~~2017,~~2020, and December 31, ~~2016, approximately 40%~~2019, 36% and ~~45%~~35%, respectively, of the inventories were valued ~~using~~on the LIFO method with the remaining inventories valued ~~using~~on the FIFO method. Inventories were comprised of the following:

The majority of the assets of the Corporation, except real property including the land and building of Union Electric Steel UK Limited, an indirect subsidiary of the Corporation (“UES-UK”), is pledged as collateral for the Corporation’s ~~Revolving Credit and Security Agreement~~revolving credit facility (Note 8)7). Land and buildings of ~~Union Electric Steel UK Limited (“UES-UK”),~~UES-UK equal to ~~approximately $2,810~~$2,731 (£~~2,098)~~2,122) at September 30, ~~2017,~~2020, are held as collateral by the trustees of the UES-UK defined benefit pension plan (Note 7)8). The gross value of finance lease right-of-use assets ~~under capital lease~~ and the related accumulated amortization as of September 30, ~~2017, approximated $4,064~~2020, equaled $3,257 and ~~$1,027,~~$1,063, respectively, and at December 31, ~~2016, approximated $3,610~~2019, equaled $3,204 and ~~$691,~~$903, respectively.

At March 31, 2020, the significant change potentially brought about by COVID-19 to macroeconomic conditions and to industry and market conditions in which the FCEP segment operates, was deemed to be a triggering event under ASC 360, Property, Plant and Equipment, causing the Corporation to evaluate whether the property, plant and equipment of the FCEP segment was deemed to be impaired. Accordingly, as of March 31, 2020, the Corporation completed a quantitative analysis of the long-lived assets for this asset group and determined that the assets were not impaired. The Corporation continues to evaluate the uncertainty associated with COVID-19, and, at September 30, 2020, there were no additional triggering events identified for this segment. Additionally, there have been no triggering events for the Air and Liquid Processing segment.

~~Movement in foreign currency exchange rates used to translate~~Identifiable intangible assets ~~from local currency~~are reviewed for impairment whenever events or circumstances indicate that the carrying values may not be recoverable. At March 31, 2020, the uncertainty brought about by COVID-19 was considered a triggering event for the FCEP segment, causing the Corporation to evaluate whether the ~~U.S. dollar changed the gross value of~~identifiable intangible assets ~~between~~for this asset group were deemed to be impaired. Accordingly, as of March 31, 2020, the ~~periods. Amortization expense for~~Corporation completed a quantitative analysis and determined that the ~~three months ended~~assets were not impaired. The Corporation continues to evaluate the uncertainty associated with COVID-19, and, at September 30, ~~2017, and 2016, was $309 and $267, respectively. Amortization~~2020, there were no additional triggering events identified for this segment. For the nine months ended September 30, ~~2017, and 2016, was $908 and $866, respectively.~~2019, in connection with the anticipated sale of the Avonmore Plant, the Corporation recognized an impairment charge on the intangible assets of ANR of $292.

Included in customer-related liabilities are costs expected to be incurred with respect to product ~~warranties.~~ warranties and customer deposits. The Corporation provides a limited warranty on its products, known as assurance type warranties, and may issue credit notes or replace products free of charge for valid claims. A warranty is considered an assurance type warranty if it provides the customer with assurance that the product will function as intended. Historically, warranty claims have been insignificant. The Corporation records a provision for product warranties at the time the underlying sale is recorded. The provision is based on historical experience as a percent of sales adjusted for potential claims when a liability is probable and for known claims.

Changes in the liability for product warranty claims consisted of the following:

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

~~As part~~Borrowings consisted of the ~~Åkers acquisition, the Corporation assumed the obligations for two U.S. defined benefit pension plans, two foreign retirement benefit plans~~following:

Revolving Credit and two other postretirement benefit plans. None of the acquired benefit plans were fully funded as of the acquisition date. Effective June 2016, the Corporation froze participation in one of the U.S. defined benefit pension plans and replaced salary benefit accruals with employer non-elective contributions equaling 3% of compensation. The plan change resulted in a curtailment gain of $887 for the nine months ended September 30, 2016.Security Agreement

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

The Corporation ~~has~~was a party to a five-year Revolving Credit and Security Agreement (the ~~“Agreement”~~“Credit Agreement”) with a syndicate of banks. The Credit Agreement ~~provides~~provided for ainitial borrowings not to exceed $100,000, ~~senior secured asset-based revolving credit facility~~ with an option to increase the credit facility by an additional $50,000 at the request of the Corporation and with the approval of the banks. The Credit Agreement ~~includes~~included sublimits for letters of credit not to exceed $40,000 and European borrowings not to exceed ~~$15,000,~~$15,000. The maturity date for the Credit Agreement was May 20, 2021, and, ~~Canadian~~subject to other terms and conditions of the Credit Agreement, would become due on that date. On June 23, 2020, the Corporation and the banks amended the Credit Agreement (collectively, with the Credit Agreement, the “Amended Credit Agreement”) to, among other things, extend the maturity date to May 20, 2022. The Amended Credit Agreement provides for borrowings not to exceed ~~$15,000.~~$92,500 with the sublimits for letters of credit and European borrowings continuing. The reduction in the maximum borrowing capacity was, in part, due to the sales of ASW and the Avonmore Plant which eliminated collateral and enabled the reduction.

Availability under the Amended Credit Agreement is based on eligible accounts receivable, inventory and fixed assets. Amounts outstanding under the credit facility bear interest, at the Corporation’s option, at either ~~(1)~~(i) LIBOR plus an applicable margin ranging between ~~1.25%~~2.75% to ~~1.75%~~3.25% based on the quarterly average excess availability with LIBOR set at a minimum of 0.75% or ~~(2)~~(ii) the ~~Base Rate~~base rate plus an applicable margin ranging between ~~0.25%~~1.75% to ~~0.75%~~2.25% based on the quarterly average excess availability. Additionally, the Corporation is required to pay a commitment fee ranging between 0.25% and 0.375% based on the daily unused portion of the credit facility. As of

September 30, ~~2017,~~2020, the Corporation had ~~utilized~~no outstanding borrowings under the Amended Credit Agreement. The average interest rate for the nine months ended September 30, 2020, was approximately 4%. Additionally, the Corporation utilizes a portion of the credit facility for letters of credit (Note 9) ~~and had outstanding borrowings of $20,339 (including £1,000 of European borrowings for its U.K. subsidiary). Interest accrues on the outstanding balance at an average of 2.68%~~. As of September 30, ~~2017, the Corporation had~~2020, remaining availability under the Amended Credit Agreement approximated $55,800, net of ~~approximately $50,000.~~standard availability reserves. Deferred financing fees of $329 have been incurred related to the Amended Credit Agreement and are being amortized over the remaining term of the agreement.

~~The~~Borrowings outstanding under the Amended Credit Agreement isare collateralized by a first priority perfected security interest in substantially all ~~of the~~ assets of the Corporation and its subsidiaries (other than real property). Additionally, the Amended Credit Agreement contains customary affirmative and negative covenants and ~~certain~~ limitations, including, but not limited to, investments in ~~Excluded Subsidiaries (as defined in the Agreement),~~certain of its subsidiaries, payment of dividends, incurrence of additional indebtedness, ~~upstreaming~~upstream distributions from subsidiaries, and acquisitions and divestures.

The Corporation must also maintain a certain level of excess availability. If excess availability falls below the established threshold, or in an event of default, the Corporation will be required to maintain a minimum fixed charge coverage ratio of not less than 1.00 to 1.00. The Corporation was in compliance with the applicable bank covenants as of September 30, ~~2017.~~2020.

In ~~March 2017,~~September 2018, UES completed a sale and leaseback financing transaction for certain of its real property, including its manufacturing facilities in Valparaiso, Indiana and Burgettstown, Pennsylvania, and its manufacturing facility and corporate headquarters located in Carnegie, Pennsylvania (the “Properties”). Simultaneously with the sale, UES entered into a lease agreement pursuant to which UES leased the Properties from the buyer. The lease provides for an initial term of 20 years; however, UES may extend the lease for four successive periods of five years each. If fully extended, the lease would expire in September 2058. UES also has the option to repurchase the Properties, which it may exercise in 2025, for a price equal to the greater of (i) their Fair Market Value, or (ii) 115% of Lessor’s Total Investment for the Facilities, with such terms defined in the lease agreement. The effective interest rate approximated 8% for the nine months ended September 30, 2020.

In July 2020, the Corporation repaid its $4,120 tax-exempt Industrial Revenue Bond (“IRB”) upon maturity. As of September 30, 2020, the ~~debt assumed (term debt~~Corporation had the following IRBs outstanding: (i) $7,116 taxable IRB maturing in 2027 and (ii) $2,075 tax-exempt IRB maturing in 2029. The IRBs are remarketed periodically. If the IRBs are not able to be remarketed, although considered remote by the Corporation and its bankers, the bondholders can seek reimbursement immediately from the letters of credit ~~facility)~~which serve as collateral for the bonds. Accordingly, the IRBs are recorded as current debt.

In connection with a March 2016 acquisition, the Corporation issued two three-year promissory notes. Principal and accrued interest of $26,474, in the aggregate, were paid on March 4, 2019.

In September 2019, in connection with the ~~acquisition of ASW, including interest, fees and early termination costs. Accordingly, outstanding borrowings~~sale of the Avonmore Plant and the cessation of all manufacturing operations at ANR, the Corporation recognized special termination benefits expense of $3,694 and a curtailment loss of $1,641 associated with shutdown benefits provided by the provisions of the defined benefit plan document and negotiated benefits. Additionally, for the other postretirement benefit plan, the Corporation recognized a curtailment gain of $7,639 resulting principally from the accelerated amortization of prior service credits.

Earlier in 2019, the Corporation amended retiree health benefits for one of its other postretirement benefit plans to a stipend and reimbursement plan resulting in a curtailment gain of $15.

Contributions to the Corporation’s employee benefit plans are outlined below. Under the current provisions of the CARES Act, the Corporation has deferred, as of September 30, ~~2017,~~2020, $3,794 of its contributions to employee benefit plans, which will be due in January 2021.

Net periodic pension and ~~December 31, 2016, consisted of~~other postretirement benefit costs include the ~~following:~~following components:

Outstanding standby and commercial letters of credit as of September 30, ~~2017, approximated $27,828,~~2020, equaled $14,961, the majority of which serves as collateral for the IRB ~~debt and foreign exchange contracts. In addition, in connection with the acquisition of Åkers, the Corporation issued two~~debt. Outstanding surety bonds ~~to PRI Pensionsgaranti, guaranteeing~~as of September 30, 2020, approximated $3,800 (SEK 33,900), which guarantee certain obligations ~~of Åkers Sweden AB and Åkers AB~~ under a credit insurance arrangement ~~relating to~~for certain of the Corporation’s foreign pension commitments. ~~The total amount covered by the surety bonds is approximately $4,000 (SEK 33,900).~~

See Note 1012 for derivative instruments, Note 1516 for litigation and Note 1617 for environmental matters.

In September 2020, the Corporation completed an equity rights offering, issuing 5,507,889 shares of its common stock and 12,339,256 Series A warrants to existing shareholders for total gross proceeds of $19,279. The shares of common stock and warrants are classified as equity instruments in the condensed consolidated statement of shareholders’ equity. Additional proceeds may be received from the future exercise of the Series A warrants. Each warrant provides the right to purchase 0.4464 shares of common stock at an exercise price of $2.5668, or $5.75 per whole share of common stock, and expires on August 1, 2025. All Series A warrants remain outstanding and exercisable at September 30, 2020. Stock issuance costs equaled $1,129 and are recorded against the proceeds in additional paid in capital. A majority of the proceeds from the equity rights offering was used to repay borrowings under the Corporation’s revolving credit facility.

Net change and ending balances for the various components of accumulated other comprehensive loss as of and for the nine months ended September 30, 2020, and 2019, are summarized below. All amounts are net of tax, where applicable.

The following summarizes the line items affected on the condensed consolidated statements of operations for components reclassified from accumulated other comprehensive loss. Amounts in parentheses represent credits to net income (loss). There was no income tax benefit or expense associated with the various components of other comprehensive income (loss) for any of the periods due to the Corporation having a valuation allowance recorded against its deferred income tax assets for the jurisdiction where the expense is recognized. Foreign currency translation adjustments exclude the effect of income taxes since earnings of non-U.S. subsidiaries are deemed to be reinvested for an indefinite period of time.

Certain of the Corporation’s operations are subject to risk from exchange rate fluctuations in connection with sales in foreign currencies. To minimize this risk, foreign currency sales contracts are entered into which are designated as cash flow or fair value hedges. As of September 30, ~~2017, the Corporation covered~~2020, approximately ~~$21,108~~$9,582 of anticipated foreign-denominated sales ~~with~~has been hedged, which is covered by fair value contracts settling at various dates through ~~October 2018. The fair value of assets held as collateral for the fair value contracts as of September 30, 2017, approximated $5,670, including a $5,000 standby letter of credit.~~January 2022.

Additionally, certain ~~of the~~ divisions of the Air and Liquid Processing segment are subject to risk from increases in the price of commodities (copper and aluminum) used in the production of inventory. To minimize this risk, futures contracts are entered into which are designated as cash flow hedges. At September 30, ~~2017,~~2020, approximately ~~57%~~40%, or ~~$2,720,~~$1,939, of anticipated copper purchases over the next 11seven months and 56%, or ~~$513,~~$425, of anticipated aluminum purchases over the next six months ~~were~~are hedged.

The Corporation previously entered into foreign currency purchase contracts to manage the volatility associated with Euro-denominated progress payments to be made for certain machinery and equipment. As of December 31, 2010, all contracts had been settled and the underlying fixed assets were placed in service.

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

In the third quarter of 2019, the Corporation entered into purchase commitments to cover a portion of its anticipated natural gas usage for one of its subsidiaries. As of September 30, 2020, purchase commitments for approximately 75%, or $339, of anticipated natural gas usage for 2020 remain outstanding. The commitments qualify as normal purchases and, accordingly, are not reflected on the condensed consolidated balance sheet. Purchases of natural gas under previously existing commitments equaled $313 and $1,028, respectively, for the three and nine months ended September 30, 2020, and $346 for the three and nine months ended September 30, 2019.

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

~~Gains (losses)~~Losses on foreign exchange transactions included in other income (expense) ~~approximated $87~~equaled $58 and ~~$(385)~~$1,269 for the three months ended September 30, ~~2017,~~2020, and ~~2016,~~2019, respectively, and ~~$(616)~~$1,156 and ~~$263~~$1,999 for the nine months ended September 30, ~~2017,~~2020, and ~~2016,~~2019, respectively.

The location and fair value of the foreign currency sales contracts recorded on the condensed consolidated balance sheets were as follows:

The change in the fair value of the cash flow contracts is recorded as a component of accumulated other comprehensive loss. The balances as of September 30, ~~2017,~~2020, and ~~2016,~~2019, and the amount recognized as and reclassified from accumulated other comprehensive loss for each of the periods is summarized below. Amounts ~~are after-tax, where applicable. Certain amounts~~ recognized as comprehensive income (loss) and reclassified from accumulated other comprehensive ~~income (loss) for 2017~~loss have no tax effect due to the Corporation ~~recording~~having a valuation allowance recorded against its deferred income tax assets infor the ~~related jurisdictions.~~jurisdiction where the expense is recognized.

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

Net change and ending balances for the various components of accumulated other comprehensive loss as of and for the nine months ended September 30, 2017, and 2016, are summarized below. All amounts are net of tax, where applicable.

The income tax (benefit) expense associated with the various components of other comprehensive income for the three and nine months ended September 30, 2017, and 2016, is summarized below. During the nine months ended September 30, 2016, the Corporation established valuation allowances against certain of the Corporation’s deferred income tax assets. Accordingly, for 2017, and the nine months ended September 30, 2016, no income tax (benefit) expense has been recognized. The income tax (benefit) expense recognized for the three months ended September 30, 2016, represents a reversal of income tax (benefit) expense recognized through June 30, 2016, prior to establishing the valuation allowances. Foreign currency translation adjustments exclude the effect of income taxes since earnings of non-U.S. subsidiaries are deemed to be reinvested for an indefinite period of time.

The Corporation’s financial assets and liabilities that are reported at fair value in the condensed consolidated balance sheets as of September 30, ~~2017,~~2020, and December 31, ~~2016,~~2019, were as follows:

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

~~Presented below~~Net sales and income (loss) from continuing operations before income taxes by geographic area for the three and nine months ended September 30, 2020, and 2019, are outlined below. When disaggregating revenue, consideration is given to information regularly reviewed by the chief operating decision maker to evaluate the financial performance of the operating segments and make resource allocation decisions. Substantially all foreign net sales ~~and (loss) income~~for each of the periods is attributable to the FCEP segment.

Loss from continuing operations before income taxes for the ~~Corporation’s two business segments. Other expense, including corporate costs~~,U.S. operations for the nine months ended September 30,,~~2017,~~ 2019, includes ~~higher interest~~an impairment charge of $10,082 for the write-down of the Avonmore Plant to its estimated net realizable value. Income from continuing operations before income taxes for the foreign operations for the nine months ended September 30, 2019, includes bad debt expense of ~~$1,181,~~$1,366 for a cast roll customer who filed for bankruptcy.

Net sales by product line for the three and ~~foreign exchange losses~~nine months ended September 30, 2020, and 2019, were as follows:

The Ampco-Pittsburgh Corporation 2016 Omnibus Incentive Plan (the “Incentive Plan”) authorizes the issuance of ~~$616~~up to 1,100,000 shares of the Corporation’s common stock for awards under the Incentive Plan. Awards under the Incentive Plan may include incentive stock options, non-qualified stock options, stock appreciation rights, restricted shares and restricted stock units, performance awards, other stock-based awards or short-term cash incentive awards. If any award is canceled, terminates, expires or lapses for any reason prior to the issuance of shares, or if shares are issued under the Incentive Plan and thereafter are forfeited to the Corporation, the shares subject to such awards and the forfeited shares will not count against the aggregate number of shares available under the Incentive Plan. Shares tendered or withheld to pay the option exercise price or tax withholding will continue to count against the aggregate number of shares of common stock available for grant under the Incentive Plan. Any shares repurchased by the Corporation with cash proceeds from the exercise of options will not be added back to the pool of shares available for grant under the Incentive Plan.

The Incentive Plan may be administered by the Board of Directors or the Compensation Committee of the Board of Directors. The Compensation Committee has the authority to determine, within the limits of the express provisions of the Incentive Plan, the individuals to whom the awards will be granted and the nature, amount and terms of such awards.

The Incentive Plan also provides for equity-based awards during any one year to non-employee members of the Board of Directors, based on the grant date fair value, not to exceed $200. The limit does not apply to shares received by a non-employee director at his or her election in lieu of all or a portion of the ~~current year compared~~director’s retainer for board service.

Stock-based compensation expense, including expense associated with equity-based awards granted to ~~foreign exchange gains~~non-employee members of ~~$263~~the Board of Directors, for the three months ended September 30, 2020, and 2019, equaled $436 and $421, respectively, and for the nine months ended September 30, 2020, and 2019, equaled $913 and $965, respectively. There was no income tax benefit for any of the periods due to the Corporation having a valuation allowance recorded inagainst its deferred income tax assets for the ~~prior year.~~jurisdiction where the expense is recognized.

The Corporation and its subsidiaries are involved in various claims and lawsuits incidental to their businesses and are also subject to asbestos litigation as described below. In February 2017, the Corporation, its indirect subsidiary Akers National Roll Company, as well as the Akers National Roll Company Health & Welfare Benefits Plan were named as defendants in a class action complaint filed in the United States District Court for the Western District of Pennsylvania, where the plaintiffs (currently retired former employees of Akers National Roll Company and the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial, and Service Workers International Union, AFL-CIO) alleged that the defendants breached collective bargaining agreements and violated the benefit plan by modifying medical benefits of the plaintiffs and similarly situated retirees. The defendants moved to dismiss the case, and plaintiffs petitioned the court to compel arbitration. On June 13, 2017, the District Court compelled arbitration and denied the defendants’ motion to dismiss as moot. Defendants appealed this decision to the Third Circuit Court of Appeals on June 21, 2017. Defendants also filed a motion to stay arbitration pending the resolution of the appeal, and that motion was granted on September 5, 2017. The Third Circuit Court of Appeals will next consider whether the District Court erred in compelling arbitration. While no assurance can be given as to the ultimate outcome of this matter, the Corporation believes that the final resolution of this action will not have a material adverse effect on our results of operations, financial position, liquidity or capital resources.

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

The following table reflects approximate information about the claims for Asbestos Liability against ~~the subsidiaries~~Air & Liquid and the Corporation for the nine months ended September 30, ~~2017,~~2020, and ~~2016~~2019 (claims not in thousands):

A substantial majority of the settlement and defense costs reflected in the above table was reported and paid by insurers. Because claims are often filed and can be settled or dismissed in large groups, the amount and timing of settlements, as well as the number of open claims, can fluctuate significantly from period to period.

The Corporation and ~~its~~ Air & Liquid ~~Systems Corporation (“Air & Liquid”) subsidiary~~ are parties to a series of settlement agreements (“Settlement Agreements”) with insurers that have coverage obligations for Asbestos Liability (the “Settling Insurers”). Under the Settlement Agreements, the Settling Insurers accept financial responsibility, subject to the terms and conditions of the respective agreements, including overall coverage limits, for pending and future claims for Asbestos Liability. The Settlement Agreements encompass the substantial majority of insurance policies that provide coverage for claims for Asbestos Liability.

The Settlement Agreements include acknowledgements that Howden North America, Inc. (“Howden”) is entitled to coverage under policies covering Asbestos Liability for claims arising out of the historical products manufactured or distributed by Buffalo Forge, a former subsidiary of the Corporation (the “Products”)., which was acquired by Howden. The Settlement Agreements do not provide for any prioritization ofon access to the applicable policies or any sublimits of liability as to Howden or the Corporation and Air & Liquid, and, accordingly, Howden may access the coverage afforded by the Settling Insurers for any covered claim arising out of a Product. In general, access by Howden to the coverage afforded by the Settling Insurers for the Products will erode coverage under the Settlement Agreements available to the Corporation and Air & Liquid for Asbestos Liability.

In 2006, the Corporation retained ~~Hamilton, Rabinovitz & Associates, Inc. (“HR&A”),~~ a nationally recognized expert in the valuation of asbestos liabilities to assist ~~the Corporation~~it in estimating the potential liability for pending and unasserted future claims for Asbestos Liability. Based on this analysis, the Corporation recorded a reserve for Asbestos Liability claims pending or projected to be asserted through 2013 as of December 31, 2006. ~~HR&A’s~~This analysis has been periodically updated since that time. ~~Most recently,~~In 2018, the ~~HR&A analysis was updated in 2016,~~Corporation engaged Nathan Associates Inc. (“Nathan”) to update the liability valuation, and additional reserves were established by the Corporation as of December 31, ~~2016,~~2018, for Asbestos Liability claims pending or projected to be asserted through ~~2026.~~2052. The methodology used by ~~HR&A~~Nathan in its projection in ~~2016~~2018 of ~~the operating subsidiaries’~~Air & Liquid’s liability for pending and unasserted potential future claims for Asbestos Liability ~~which is substantially the same as the methodology employed by HR&A in prior estimates,~~ relied upon and included the following factors:

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

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

~~HR&A’s~~ analysis of the number of people likely to file an asbestos-related injury claim against the subsidiaries and the Corporation based on such epidemiological data and relevant claims history from January 1, ~~2014,~~2016, to ~~September 9, 2016;~~August 19, 2018;

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

an analysis of claims resolution history from January 1, ~~2014,~~2016, to ~~September 9, 2016,~~August 19, 2018, to determine the average settlement value of claims, by type of injury claimed and jurisdiction of filing; and

•

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

Using this information, ~~HR&A~~Nathan estimated in ~~2016~~2018 the number of future claims for Asbestos Liability that would be filed through the year ~~2026,~~2052, as well as the settlement or indemnity costs that would be incurred to resolve both pending and future unasserted claims through ~~2026.~~2052. This methodology has been accepted by numerous courts.

In conjunction with developing the aggregate liability estimate referenced above, the Corporation also developed an estimate of probable insurance recoveries for its Asbestos ~~Liabilities.~~Liability. In developing the estimate, the Corporation considered ~~HR&A’s~~Nathan’s projection for settlement or indemnity costs for Asbestos Liability and management’s projection of associated defense costs (based on the current defense to indemnity cost ratio), as well as a number of additional factors. These additional factors included the Settlement Agreements ~~then~~ in effect, policy exclusions, policy limits, policy provisions regarding coverage for defense costs, attachment points, prior impairment of policies and gaps in the coverage, policy exhaustions, insolvencies among certain of the insurance carriers, and the nature of the underlying claims for Asbestos Liability asserted against the subsidiaries and the Corporation as reflected in the Corporation’s asbestos claims database, as well as estimated erosion of insurance limits on account of claims against Howden arising out of the Products. In addition to consulting with the Corporation’s outside legal counsel on these insurance matters, the Corporation consulted with a ~~nationally-recognized~~nationally recognized insurance consulting firm it retained to assist the Corporation with certain policy allocation matters that also are among the several factors considered by the Corporation when analyzing potential recoveries from relevant historical insurance for Asbestos ~~Liabilities.~~Liability. Based upon all of the factors considered by the Corporation, and taking into account the Corporation’s analysis of publicly available information regarding the credit-worthiness of various insurers, the Corporation estimated the probable insurance recoveries for Asbestos Liability and defense costs through 2052.

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

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

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

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

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

Taking these factors into consideration, the Corporation believes ~~that the assumptions employed~~there is greater predictability of outcomes from settlements, a reduction in the ~~insurance valuation were reasonable~~volatility of defense costs, and ~~previously consulted with its outside legal counsel~~it has gained substantial experience as an asbestos defendant. As a result, the Corporation believes the uncertainty in estimating the Asbestos Liability beyond 10 years has been reduced and ~~insurance consultant regarding those assumptions, there are other assumptions that could~~it now has sufficient information to estimate the Asbestos Liability through 2052, the estimated final date by which the Corporation expects to have ~~been employed that would have resulted in materially lower insurance recovery projections.~~

settled all asbestos-related claims.

~~Based on the analyses described above, the~~The Corporation’s reserve at December 31, ~~2016,~~2018, for the total costs, including defense costs, for Asbestos Liability claims pending or projected to be asserted through ~~2026~~2052, was ~~$171,181, of which approximately 70% was attributable to settlement costs for unasserted claims projected to be filed through 2026 and future defense costs.~~$227,922. The reserve at September 30, ~~2017,~~2020, was ~~$154,663. While it is reasonably possible that the Corporation will incur additional charges for Asbestos Liability and defense~~$185,934. Defense costs ~~in excess~~are estimated at 80% of the amounts currently reserved, the Corporation believes that there is too much uncertainty to provide for reasonable estimation of the number of future claims, the nature of such claims and the cost to resolve them beyond 2026. Accordingly, no reserve has been recorded for any costs that may be incurred after 2026.

settlement costs. The Corporation’s receivable at December 31, ~~2016,~~2018, for insurance recoveries attributable to the claims for which the Corporation’s Asbestos Liability reserve has been established, including the portion of incurred defense costs covered by the Settlement Agreements in effect through December 31, ~~2016,~~2018, and the probable payments and reimbursements relating to the estimated indemnity and defense costs for pending and unasserted future Asbestos Liability claims, was ~~$115,945~~$152,508 ($~~103,891~~121,584 at September 30, ~~2017)~~2020).

The following table summarizes activity relating to insurance ~~recoveries:~~recoveries for the nine months ended September 30, 2020, and 2019.

	Nine Months Ended September 30,
	2020			2019
Insurance receivable – asbestos, beginning of the year	$	136,932		$	152,508
Settlement and defense costs paid by insurance carriers		(15,348	)		(11,476	)
Insurance receivable – asbestos, end of the period	$	121,584		$	141,032

   Nine Months Ended September 30,
   2017    2016
Insurance receivable – asbestos, beginning of the year
   $ 115,945    $ 125,423
Settlement and defense costs paid by insurance carriers
   (12,054 )    (10,478 )




Insurance receivable – asbestos, end of the period
   $ 103,891    $ 114,945

The insurance receivable recorded by the Corporation does not assume any recovery from insolvent carriers and a substantial majority of the insurance recoveries deemed probable ~~was~~is from insurance companies rated A – (excellent) or better by A.M. Best Corporation. There can be no assurance, however, that there will not be further insolvencies among the relevant insurance carriers, or that the assumed percentage recoveries for certain carriers will prove correct. The difference between insurance recoveries and projected costs is not due to exhaustion of all insurance coverage for Asbestos Liability. The Corporation and the subsidiaries have substantial additional insurance coverage which the Corporation expects to be available for Asbestos Liability claims and defense costs that the subsidiaries and it may incur after 2026. However, this insurance coverage also can be expected to have gaps creating significant shortfalls of insurance recoveries against claims expense, which could be material in future years.

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

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

~~16.~~

17.

Environmental Matters

The Corporation is currently performing certain remedial actions in connection with the sale of real estate previously owned and periodically incurs costs to maintain compliance with environmental laws and regulations. Environmental exposures are difficult to assess and estimate for numerous reasons, including lack of reliable data, the multiplicity of possible solutions, the years of remedial and monitoring activity required, and identification of new sites. In the opinion of management, the potential liability for ~~all~~remedial actions and environmental compliance measures of ~~approximately $952~~$102 at September 30, ~~2017,~~2020, is considered adequate based on information known to date.

18. Business Segments

Presented below are the net sales and income (loss) from continuing operations before income taxes for the Corporation’s two business segments.

For the nine months ended September 30, 2019, the loss from continuing operations before income taxes of the FCEP segment includes bad debt expense of $1,366 for a cast roll customer who filed for bankruptcy and an impairment charge of $10,082 associated with the anticipated sale of the Avonmore Plant. For the three and nine months ended September 30, 2019, other expense, including corporate costs, includes a net gain of $2,304 resulting from the curtailment of the defined benefit pension and other postretirement plans of ANR and special termination benefits associated with the sale of the Avonmore Plant and the cessation of all manufacturing operations at ANR. Additionally, for the three and nine months ended September 30, 2020, other expense, including corporate costs, includes a dividend received from one of the Corporation’s cast roll joint ventures of $1,200. By comparison, other expense, including corporate costs, for the nine months ended September 30, 2019, includes a dividend of $1,400.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
Net sales:
Forged and Cast Engineered Products	$	54,499		$	67,452		$	173,723		$	231,299
Air and Liquid Processing		21,175			23,420			67,792			69,586
Total Reportable Segments	$	75,674		$	90,872		$	241,515		$	300,885
Income (loss) from continuing operations before income taxes:
Forged and Cast Engineered Products	$	1,301		$	(437	)	$	5,434		$	(10,640	)
Air and Liquid Processing		2,261			2,280			7,691			7,371
Total Reportable Segments		3,562			1,843			13,125			(3,269	)
Other expense, including corporate costs		(1,694	)		(2,637	)		(8,073	)		(9,010	)
Total	$	1,868		$	(794	)	$	5,052		$	(12,279	)

1924

ITEM 2 – MANAGEMENT’S ~~DISCUSSION~~DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(in thousands, except share and per share amounts)

~~Executive Overview~~Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a safe harbor for forward-looking statements made by or on behalf of Ampco-Pittsburgh Corporation ~~and its subsidiaries~~ (the “Corporation”) ~~manufacture~~. Management’s Discussion and ~~sell~~Analysis of Financial Condition and Results of Operations and other sections of this Quarterly Report on Form 10-Q, as well as the condensed consolidated financial statements and notes thereto, may include, but are not limited to, statements about operating performance, trends, events that the Corporation expects or anticipates will occur in the future, statements about sales and production levels, restructurings, the impact from global pandemics (including COVID-19), profitability and anticipated expenses, future proceeds from the exercise of outstanding warrants, and cash outflows. All statements in this document other than statements of historical fact are statements that are, or could be, deemed “forward-looking statements” within the meaning of the Act and words such as “may,” “intend,” “believe,” “expect,” “anticipate,” “estimate,” “project,” “forecast” and other terms of similar meaning that indicate future events and trends are also generally intended to identify forward-looking statements. Forward-looking statements speak only as of the date on which such statements are made, are not guarantees of future performance or expectations, and involve risks and uncertainties. For the Corporation, these risks and uncertainties include, but are not limited to: cyclical demand for products and economic downturns; excess global capacity in the steel industry; increases in commodity prices or shortages of key production materials; consequences of global pandemics (including COVID-19); new trade restrictions and regulatory burdens associated with “Brexit”; inability of the Corporation to successfully restructure its operations; limitations in availability of capital to fund the Corporation’s operations and strategic plan; inability to satisfy the continued listing requirements of the New York Stock Exchange or NYSE American; potential attacks on information technology infrastructure and other cyber-based business disruptions; and those discussed more fully elsewhere in this report and in documents filed with the Securities and Exchange Commission by the Corporation, particularly in Item 1A, Risk Factors, in Part I of the Corporation’s latest Annual Report on Form 10-K, and Part II of this Quarterly Report on Form 10-Q. The Corporation cannot guarantee any future results, levels of activity, performance or achievements. In addition, there may be events in the future that the Corporation may not be able to predict accurately or control which may cause actual results to differ materially from expectations expressed or implied by forward-looking statements. Except as required by applicable law, the Corporation assumes no obligation, and disclaims any obligation, to update forward-looking statements whether as a result of new information, events or otherwise.

Overview of the Business

The Corporation manufactures and sells highly engineered, ~~high performance~~high-performance specialty metal products and customized equipment utilized by industry throughout the world. ~~We operate~~It operates in two business segments ~~–the~~ – the Forged and Cast Engineered Products segment and the Air and Liquid Processing segment. This segment presentation is consistent with how the Corporation’s chief operating decision maker evaluates financial performance and makes resource allocation and strategic decisions about the business.

~~The~~ Forged and Cast Engineered Products ~~segment historically consisted of Union Electric Steel Corporation~~

The Forged and Cast Engineered Products (“~~Union Electric Steel” or “UES”~~FCEP”) and Union Electric Steel UK Limited (“UES-UK”). In March 2016, UES acquired the stock of Åkers AB and certain of its affiliated companies, including Åkers AB’s 60% equity interest in a Chinese joint venture company (collectively, “Åkers”). The segment produces ~~ingot and forged products and cast products that service a wide variety of industries globally. They specialize in the production of forged hardened~~forged-hardened steel rolls, cast rolls and open-die forged products. Forged-hardened steel rolls are used ~~mainly for~~primarily in cold rolling mills by producers of steel, aluminum and other ~~metals~~metals. Cast rolls, which are produced in a variety of iron and ~~cast rolls for~~steel qualities, are used mainly in hot and cold strip mills, medium/heavy section mills and plate ~~mills~~mills. Forged engineered products (“FEP”) are principally sold to customers in ~~a variety of iron and~~the steel ~~qualities.~~

~~The segment also produces ingot and open-die forged products (“other forged engineered products”) which are used in the~~distribution market, oil and gas industry and the aluminum and plastic extrusion industries. ~~In November 2016, UES acquired the stock of ASW Steel Inc. (“ASW”). ASW is a specialty steel producer based in Canada and supports our diversification efforts in the open-die forging market.~~

The segment has operations in the United States, England, Sweden and Slovenia ~~Canada~~ and an equity ~~interest~~interests in three joint venture companies in China. Collectively, the segment primarily competes with European, Asian, ~~and~~ North American and South American companies in both domestic and foreign markets and ~~sells~~distributes a significant portion of its products through sales offices located throughout the world. The ~~consolidated financial statements~~primary focus for this segment is continued diversification and development of ~~the Corporation include the results of operations of the acquired companies from their respective dates of acquisition.~~its FEP portfolio and ongoing operational and efficiency improvements at its facilities.

The Forged and Cast Engineered Products segment has been operating at levels below capacity and, in April 2017, we temporarily idled a portion of one of our cast roll plants. While it is anticipated that market conditions in the United States, Europe and other world regions will remain difficult, protectionist acts (tariffs) appear to be benefitting our two largest markets – North America and Europe. Improvement in demand, which began in the latter part of 2016, has continued and backlog has improved by roughly 45% from year end. Many of our customers also have announced better financial results which should lead to ongoing improvement in demand and pricing for us in the future. Additionally, the oil and gas market activity has remained strong, resulting in improved order intake for our other forged engineered products.

~~The~~ Air and Liquid Processing

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

~~For~~

Executive Overview

Liquidity

The Corporation continues to focus on improving its financial strength and reducing indebtedness. In July 2020, the Corporation repaid its $4,120 Industrial Revenue Bond upon maturity. In September 2020, the Corporation completed an equity rights offering, issuing 5,507,889 shares of its common stock and 12,339,256 Series A warrants to existing shareholders for total gross proceeds of $19,279. Additional proceeds may be received from the future exercise of the Series A warrants. Each warrant provides the right to purchase 0.4464 shares of common stock at an exercise price of $2.5668, or $5.75 per whole share of common stock, and expires on August 1, 2025. A majority of the proceeds from the equity rights offering was used to repay remaining borrowings outstanding under the Corporation’s revolving credit facility providing availability for future capital expenditures, which are necessary to accelerate restructuring efforts and further improve the long-term cost structure and profitability of the Corporation, and general corporate purposes and obligations. At September 30, 2020, the Corporation reduced its debt to $32,598, a decrease of $38,259 from the balance as of December 31, 2019, of $70,857.

COVID-19

To date, in response to the pandemic, the Corporation has:

Periodically and temporarily idled certain of its forged and cast roll manufacturing facilities due to market conditions resulting in unabsorbed costs;

Furloughed employees, particularly within the FCEP segment;

Received approximately $2,800 in the form of subsidies and reimbursements for a portion of furloughed employee costs from certain foreign jurisdictions in which the Corporation operates;

•

Recognized approximately $1,000 of anticipated bad debts and slow-moving inventory reserves in the first quarter of 2020 for customers expected to be more severely impacted by the pandemic;

Deferred employer-side social security payments and contributions to employee benefit plans;

Experienced unrealized losses on rabbi trust investments versus unrealized gains in the prior year; and

Recognized a discrete income tax benefit in the first quarter of 2020 of $3,502, upon enactment of the CARES Act, for the carryback of net operating losses to an earlier period, at a higher tax rate, and to release a portion of the valuation allowance the Corporation had previously established against its deferred income tax assets. The carryback of net operating losses resulted in a refund of income taxes previously paid of $3,502.

operations resulting from changes in government policy or guidance; quarantines of employees, customers and suppliers in areas affected by the pandemic; and closures of businesses or manufacturing facilities critical to its business or supply chains. It may also incur higher write-offs of accounts receivables and impairment charges on its asset values, including property, plant and equipment and intangible assets. Management is actively monitoring, and will continue to actively monitor, the pandemic and the potential impact on its operations, financial condition, liquidity, suppliers, industry and workforce.

Restructuring Efforts

During 2019, the Corporation undertook significant measures to return to profitability including:

•

Completing the sale of its cast roll manufacturing facility in Avonmore, Pennsylvania (“Avonmore Plant”) in September 2019, which eliminated excess capacity and net operating costs from its cost structure of approximately $685 and $4,572 (the “Excess Costs of Avonmore”) for the three and nine months ended September 30, 2020, respectively, when compared to the same periods of the prior year;

Completing the sale of ASW Steel, Inc. (“ASW”), an indirect subsidiary of the Corporation, which had net losses of $9,031 in 2019, through the date of sale, and required significant funding from the Corporation;

Implementing operational and efficiency improvements at its domestic forged roll facilities and commencing similar initiatives at its European cast roll operations in the second half of 2019; and

Completing select reductions in force across the organization which are expected to yield an annualized savings of approximately $4,000.

Air and Liquid Processing

With respect to the Air and Liquid Processing segment, Aerofin’s heat exchanger business is being adversely impacted by lower business activity in the ~~specialty centrifugal pump industry remains steady. For the heat exchanger business, the fossil-fueled power generation market has stabilized~~commercial and ~~there are preliminary signs of growth in the other markets served, including~~industrial OEM ~~and nuclear. Additionally, demand for~~markets. Buffalo Air Handling’s custom air handling ~~systems continues to improve although~~business is experiencing steady demand; however, competitive pricing pressures ~~remain.~~continue. Buffalo Pumps’ specialty centrifugal pumps business is benefiting from steady demand from the marine defense and fossil fueled power generation markets. The focus for this segment is to grow revenues, increase margins, strengthen engineering and manufacturing capabilities, increase manufacturing productivity and continue to improve ~~the~~its sales distribution network.

Consolidated Results offrom Continuing Operations for the Three and Nine Months Ended September 30, ~~2017~~2020, and ~~2016~~2019

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
Net Sales:
Forged and Cast Engineered Products	$	54,499		$	67,452		$	173,723		$	231,299
Air and Liquid Processing		21,175			23,420			67,792			69,586
Consolidated	$	75,674		$	90,872		$	241,515		$	300,885

Income (Loss) from Continuing Operations:
Forged and Cast Engineered Products	$	1,301		$	(437	)	$	5,434		$	(10,640	)
Air and Liquid Processing		2,261			2,280			7,691			7,371
Corporate costs		(3,384	)		(3,183	)		(8,682	)		(10,683	)
Consolidated	$	178		$	(1,340	)	$	4,443		$	(13,952	)

	September 30, 2020			December 31, 2019			September 30, 2019
Backlog:
Forged and Cast Engineered Products	$	195,444		$	270,737		$	282,298
Air and Liquid Processing		64,341			50,594			52,821
Consolidated	$	259,785		$	321,331		$	335,119

Net sales equaled $75,674 and $90,872 for the three months ended September 30, 2020, and 2019, respectively, and $241,515 and $300,885 for the nine months then ended. The decrease for each of the periods is principally attributable to a lower volume of shipments for the FCEP segment, due to deferral of deliveries by customers in the flat-rolled steel and aluminum markets, and reduced demand for FEP. A discussion of sales for the Corporation’s two segments is included below.

Backlog equaled $259,785 at September 30, 2020, versus $321,331 as of December 31, 2019, and $335,119 at September 30, 2019. Backlog represents the accumulation of firm orders on hand which: (i) are supported by evidence of a contractual arrangement, (ii) include a fixed and determinable sales price, (iii) have collectability that is reasonably assured, and (iv) as of September 30, 2020, generally are expected to ship within two years from the backlog reporting date. Prior to September 30, 2020, longer-term Navy orders for the Air and Liquid Processing segment were ~~$103,886~~excluded from backlog. A discussion of backlog for the Corporation’s two segments is included below.

Costs of products sold, excluding depreciation and ~~$82,861~~amortization, as a percentage of net sales was 78.6% and ~~$317,952~~83.1% for the three months ended September 30, 2020, and ~~$239,740~~2019, and 78.5% and 83.2% for the nine months ended September 30, 2020, and 2019, respectively. The improvement is principally associated with the FCEP segment which benefited from the elimination of the Excess Costs of Avonmore, lower raw material costs and, for the nine months ended September 30, 2020, improved pricing and product mix and receipt of business interruption insurance proceeds of $769 for equipment outages that occurred in 2018 (the “Proceeds from Business Interruption Insurance Claim”). The improvement was partially offset by a lower volume of shipments of mill rolls and FEP and net unabsorbed costs associated with the periodic and temporary idling of certain of the Corporation’s forged and cast roll manufacturing facilities caused by the pandemic. For the Air and Liquid Processing segment, costs of products sold, excluding depreciation and amortization, as a percentage of net sales was comparable between the periods.

Selling and administrative expenses decreased by $920 for the three months ended September 30, 2020, when compared to the same period of the prior year, principally due to lower commissions and elimination of costs at the Avonmore Plant. Selling and administrative expenses decreased by $6,705 for the nine months ended September 30, 2020, when compared to the same period of the prior year, principally due to:

Lower bad debt expense of approximately $1,086 principally due to bad debt expense of $1,366 for a cast roll customer who filed for bankruptcy in 2019 (the “Bad Debt Expense”) offset by expense of $490 in the current year for anticipated write-offs for customers in the oil and gas industry;

Lower professional fees and employee severance costs of approximately $1,989 associated with the Corporation’s restructuring efforts, which began in the first quarter of 2019, and ongoing cost containment initiatives;

Lower employee-related costs, in part, due to reduction-in-force actions completed in 2019;

Lower commissions of approximately $1,658 primarily due to the lower volume of FEP sales; and

Elimination of selling and administrative expenses at the Avonmore Plant of approximately $942.

Depreciation and amortization for the three months ended September 30, 2020, and 2019, were comparable. Depreciation and amortization for the nine months ended September 30, 2020, when compared to the same period of the prior year, decreased due to the write-down of the property, plant and equipment of the Avonmore Plant to its estimated net realizable value at March 31, 2019, which eliminated future depreciation expense for the Avonmore Plant.

Impairment charge recognized in the first quarter of 2019 of $10,082 represents the write-down of certain assets of the Avonmore Plant to their estimated net realizable value (the “Impairment Charge”).

Income (loss) from continuing operations equaled $178 and $4,443 for the three and nine months ended September 30, ~~2017,~~2020, respectively, and ~~2016, respectively. Backlog approximated $331,639 at September 30, 2017, versus $233,590 as of December 31, 2016,~~compares to $(1,340) and ~~$260,445 at September 30, 2016. A discussion of sales and backlog~~$(13,952) for the ~~Corporation’s two segments is included below.~~

~~Costs~~same periods of ~~products sold, excluding depreciation and amortization, as a percentage of net sales for~~ the ~~three months ended September 30, 2017, and 2016, approximated 84.0% and 81.2%, respectively, and for~~prior year. The current year-to-date period includes the ~~nine months ended approximated 83.0% and 81.7%, respectively. The increase is principally due to~~Proceeds from Business Interruption Insurance Claim, whereas the ~~inclusion of ASW which, as an intermediate product manufacturer, has a higher relative cost of production than our higher value-added roll and other forged engineered products. While~~prior year includes the ~~Forged and Cast Engineered Products segment experienced higher operating and raw material costs and lower absorption from a temporary foundry idling for~~Impairment Charge, the ~~current year periods, adverse effects of purchase accounting~~Bad Debt Expense, professional fees associated with the ~~acquisition of Åkers impacted the prior year period.~~

~~Selling~~Corporation’s overall corporate restructuring plan and ~~administrative~~ expense was comparable between each of the periods. The full year effect of Åkers and the inclusion of ASW in the current year periods were offset by charges incurred in the prior year periods for restructurings associated withemployee severance costs due to reductions in force ~~(approximately $1,300~~of $561 and $1,653 for the three and nine months ended September 30, ~~2016)~~2019, respectively, (the “Restructuring-Related Costs”), and ~~transaction and other costs resulting from~~ the Åkers and ASW acquisitions (approximately $100 and $2,100 for the three and nine month ended September 30, 2016, respectively). The expected benefit from the prior year restructurings was offset by higher research and development expenses, commissions as a resultExcess Costs of ~~the higher~~Avonmore.

Net sales and ~~corporate-related expenses particularly for employee-related costs and professional fees.~~

~~Depreciation and amortization~~ ~~expense increased for the nine months ended September 30, 2017, versus September 30, 2016, due to the inclusion of ASW and Åkers.~~

~~Loss from operations~~ approximated $(3,213) and $(4,941) for the three months ended September 30, 2017, and 2016, and $(7,595) and $(14,760) for the nine months ended September 30, 2017, and 2016, respectively. A discussion of operating results ~~for the Corporation’s two segments is included below.~~by segment

Forged and Cast Engineered Products~~. Sales for the Forged and Cast Engineered Products segment~~

	Three Months Ended September 30,					Nine Months Ended September 30,
	2020		2019			2020		2019
Net Sales	$	54,499	$	67,452		$	173,723	$	231,299
Income (Loss) from Continuing Operations	$	1,301	$	(437	)	$	5,434	$	(10,640	)

	September 30, 2020		December 31, 2019			September 30, 2019
Backlog	$	195,444	$	270,737		$	282,298

Net sales for the three and nine months ended September 30, ~~2017, increased $18,750~~2020, decreased by $12,953 and ~~$75,662,~~$57,576, respectively, from the comparable prior year periods principally due to:

Lower volume of shipments of mill rolls, both forged and cast, as a result of customers temporarily deferring deliveries in response to the COVID-19 pandemic, which reduced net sales by approximately $13,300 and $59,200 for the three and nine months, respectively; and

Lower demand for FEP due principally to the depressed oil and gas industry, which reduced net sales by approximately $1,400 and $8,300 for the three and nine months, respectively; offset by

•

More favorable pricing and product mix for the nine months ended September 30, 2020, which improved sales by approximately $10,300 when compared to the same period of the prior year. Pricing and product mix were relatively comparable quarter to quarter.

Operating results improved $1,738 and $16,074 for the three and nine months ended September 30, 2020, respectively, when compared to the same periods of the prior year. ~~Sales from~~Operating results for the ~~November 2016 acquisition~~prior year included:

The Impairment Charge recognized in the first quarter of ~~ASW accounted for almost half~~2019 of $10,082 to write down certain assets of the ~~increase.~~ Avonmore Plant to their estimated net realizable value;

The ~~segment also experienced significant improvement in sales~~Excess Costs of ~~its other forged engineered products due to the uptick in the oil~~Avonmore of approximately $685 and gas industry, followed by higher sales of forged mill rolls, particularly to domestic and European customers. Sales for cast mill rolls for the quarter fell short of the comparative prior year quarter, mostly due to the idling of a cast facility, but are outpacing 2016 on a year-to-date basis.

While the segment continued to record an operating loss for both the three and nine months ended September 30, 2017, operating results improved from the comparable prior year periods which included unfavorable effects of purchase accounting associated with the acquisition of the Åkers Group. While benefiting from a higher volume of sales and recovery of a portion of an accounts receivable associated with a customer bankruptcy ($1,300), year-to-date operating results are being impacted by lower absorption due to the temporary idling of a cast roll foundry and higher operating and raw material costs.

Backlog approximated $284,285 at September 30, 2017, against $196,512 as of December 31, 2016. While all product lines benefited from an improvement in order intake, the majority of the increase is for our other forged engineered products followed by cast mill rolls. Approximately $178,881 of the current backlog is expected to ship after 2017.

~~Air and Liquid Processing~~~~. Net sales and operating income for the segment~~$4,572 for the three and nine months ended September 30, ~~2017, improved against~~2019, respectively, which were eliminated in connection with the ~~same periods~~sale of Avonmore Plant in September 2019;

A portion of the prior year due to a higher volume of shipments. Specifically, sales of custom air handlers increased for the quarter primarily as a result of timing and, for the first nine months of 2017, as a result of improved order intake. Although current quarter sales of centrifugal pumps fell short of the prior year quarter, year-to-date sales exceeded sales for the same period of the prior year on a higher level of shipments to U.S. Navy shipbuilders. A stronger quarter of shipments to the OEM and nuclear markets enabled year-to-date sales of heat exchange coils to slightly surpass salesRestructuring-Related Costs, or $683, for the nine months ended September 30, ~~2016. Backlog approximated $47,354 at September 30, 2017, against $37,078 as~~2019, due to reductions in force; and

The Bad Debt Expense of ~~December 31, 2016, with each of the product lines benefiting from higher order intake. Approximately $24,253 of the current backlog is expected to ship after 2017.~~

~~Investment-related income~~$1,366 for the nine months ended September 30, ~~2016, included~~2019, for a ~~dividend of approximately $400 from the Corporation’s U.K./Chinese~~ cast roll ~~joint venture company. No dividends were received~~customer who filed for bankruptcy in ~~2017.~~2019.

~~Interest expense~~By comparison, operating results for the current year ~~periods exceeded~~include:

Proceeds from the ~~same periods~~Business Interruption Insurance Claim of $769 received in the ~~prior year. With~~first quarter of 2020; offset by

Charges for anticipated bad debts and slow-moving inventory reserves of approximately $1,000 in the ~~Corporation closing~~first quarter of 2020 for customers expected to be more severely impacted by the pandemic.

Operating results also fluctuated due to:

Unabsorbed costs largely due to the periodic and temporary idling of certain facilities and furloughing employees caused by the pandemic, a portion of which was offset by subsidies and reimbursements from certain foreign jurisdictions, resulting in a net negative impact on ~~its Revolving Credit~~earnings of approximately $1,000 and ~~Security Agreement (“Agreement”) in May 2016, interest expense~~$9,400 for the three and nine months ended September 30, ~~2017, includes a full year effect~~2020, respectively;

Lower volume of ~~interest-related costs associated with the Agreement. Additionally, interest expense~~shipments which adversely impacted operating results for the nine months ended September 30, 2017, includes (1) interest, fees and early termination costs of $367 associated with extinguishing ASW’s outstanding credit facility and term loan in the first quarter of 2017 and (2) the full year effect of interest2020, by approximately $5,200, but did not have a significant impact on ~~the promissory notes issued in connection with the purchase of Åkers and the loan payable~~quarterly results when compared to the ~~noncontrolling shareholder of the Åkers Chinese joint venture.~~prior year;

~~Other income (expense)~~ ~~fluctuated primarily as a result of changes~~Changes in ~~foreign exchange gains~~pricing and ~~losses.~~

~~Income tax benefit (provision~~)product mix favorably impacted earnings by approximately $6,600 for the ~~current year periods includes~~nine months ended September 30, 2020, but did not have a ~~benefit for~~significant impact on quarterly results when compared to the ~~release of valuation allowances during the quarter for additional net~~prior year;

Lower raw material costs which positively impacted operating ~~losses able to be carried back to earlier years. By comparison, the income tax benefit (provision)~~results by approximately $900 and $4,400 for the three and nine months ended September 30, ~~2016, includes valuation allowances~~2020, respectively; and

Lower selling and administrative expense of ~~$26,903~~$400 and $28,322, against the majority of the Corporation’s deferred income tax assets. An income tax provision has been recognized in each of the periods for subsidiaries not in or not likely to be in a three-year cumulative loss position. Additionally, the income tax provision for the nine months ended September 30, 2017, has been offset by approximately $541 of state income tax refunds.

~~Net loss and loss per common share~~$3,300 for the three and nine months ended September 30, ~~2017,~~2020, respectively, due to a lower cost structure attributable to restructuring efforts taken in the prior year and lower commissions associated with the lower volume of FEP sales.

Lower exchange rates for the current year periods, when compared to the same periods of the prior year, did not have a significant impact on sales or operating results.

Backlog equaled ~~$(2,202) or $(0.18)~~$195,444 at September 30, 2020, compared to $270,737 at December 31, 2019, and $282,298 at September 30, 2019. The decrease in backlog from earlier periods is principally due to lower backlog for forged and cast rolls as a result of customers postponing order placement given the uncertainty surrounding the pandemic. An overall increase in foreign exchange rates used to translate the backlog of the Corporation’s foreign subsidiaries into the U.S. dollar and lower backlog for FEP due to lower demand also impacted the quarter-end backlog when compared to the other periods. At September 30, 2020, more than half of the backlog is expected to ship after 2020; however, as a result of the pandemic, customers could defer deliveries, which may result in a larger percentage of backlog being shipped after 2020.

Air and Liquid Processing

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Net Sales	$	21,175	$	23,420	$	67,792	$	69,586
Income from Continuing Operations	$	2,261	$	2,280	$	7,691	$	7,371

	September 30, 2020		December 31, 2019		September 30, 2019
Backlog	$	64,341	$	50,594	$	52,821

Net sales for the three and nine months ended September 30, 2020, decreased $2,245 and $1,794, respectively, from the same periods of the prior year with slightly lower sales for all three businesses. Operating income for the quarter was comparable to the prior year quarter and exceeded the prior year-to-date period, benefiting from product mix and savings generated by process improvement efforts at all three businesses. Backlog at September 30, 2020, improved to $64,341 from $50,594 at December 31, 2019, and $52,821 at September 30, 2019, principally due to higher order intake for centrifugal pumps and refinement of the measurement of backlog for longer-dated Navy pump orders. At September 30, 2020, the majority of the backlog is expected to ship after 2020. To date, the segment has operated without any significant disruption from the pandemic.

Investment-related income equaled $1,215 and $19 for the three months ended September 30, 2020, and 2019, and $1,327 and $1,419 for the nine months ended September 30, 2020, and 2019, respectively. The fluctuation is primarily due to the timing of dividends from one of the Corporation’s Chinese joint ventures. In the third quarter of 2020, the dividend equaled $1,173 versus $1,364 received in the second quarter of 2019.

Interest expense equaled $1,018 and $1,541 for the three months ended September 30, 2020, and 2019, and $3,228 and $4,035 for the nine months ended September 30, 2020, and 2019, respectively. The decrease is principally due to lower average borrowings outstanding under the revolving credit facility in 2020 compared to 2019.

Other income – net equaled $1,493 and $2,510 for the three and nine months ended September 30, 2020, respectively, compared to $2,068 and $4,289 for the same periods of the prior year, which included a net gain of $2,304 recognized in the third quarter of 2019 from the curtailment of the defined benefit pension and other postretirements plans of Akers National Roll (“ANR”), an indirect subsidiary of the Corporation, and special termination benefits associated with the sale of the Avonmore Plant and the cessation of all manufacturing operations at ANR. The remaining fluctuation between the periods is principally due to lower foreign exchange losses for the current year periods, and for the nine-month periods, offset by unrealized losses on rabbi trust investments in the current year versus unrealized gains in the prior year.

Income tax (provision) benefit for each of the periods includes income taxes associated with the Corporation’s profitable operations. An income tax benefit is not able to be recognized on losses of certain of the Corporation’s entities since it is “more likely than not” the asset will not be realized. The income tax benefit recorded for the first nine months of 2020 includes an income tax benefit of $3,502 due to the CARES Act, which enabled the Corporation to carry back net operating losses to an earlier period, at a higher tax rate, and to release a portion of the valuation allowance it had previously established against its deferred income tax assets.

Loss from discontinued operations, net of tax for the three and nine months ended September 30, 2019, represents the net loss associated with ASW.

Net income attributable to Ampco-Pittsburgh and income per common share for the nine months ended September 30, 2020, include an income tax benefit of $3,502, due to the enactment of the CARES Act, and ~~$(8,898) or $(0.72)~~the Proceeds from Business Interruption Insurance Claim, which had a combined positive impact on income per common share ~~respectively.~~of $0.33. Net loss attributable to Ampco-Pittsburgh and loss per common share for the three and nine months ended September 30, ~~2016, equaled $(27,382) or $(2.23) per common share~~2019, include the Restructuring-Related Costs, the Excess Costs of Avonmore, net-of tax losses from discontinued operations, and, $(36,758) or $(3.10) per common share, respectively. The previously mentioned valuation allowances established against certain of the deferred income tax assets of $26,903 and $28,322 increased the net loss per common share by $2.19 and $2.39, respectively.

~~Liquidity and Capital Resources~~

~~Net cash flows used in operating activities increased slightly~~ for the nine months ended September 30, ~~2017, when compared~~2019, the Impairment Charge and the Bad Debt Expense, which had a combined negative impact on loss per common share of $0.37 and $2.12, respectively.

Non-GAAP Financial Measures

The Corporation presents non-GAAP adjusted income (loss) from continuing operations, which is calculated as income (loss) from continuing operations, excluding the Impairment Charge, the Restructuring-Related Costs, the Excess Costs of Avonmore, the Bad Debt Expense, and the Proceeds from Business Interruption Insurance Claim. This non-GAAP financial measure is not based on any standardized methodology prescribed by accounting principles generally accepted in the United States of America (“GAAP”) and may not be comparable to similarly-titled measures presented by other companies.

The Corporation has presented non-GAAP adjusted income (loss) from continuing operations because it is a key measure used by the Corporation’s management and Board of Directors to understand and evaluate the Corporation’s operating performance and to develop operational goals for managing its business. This non-GAAP financial measure excludes significant charges or credits, that are one-time charges or credits, unrelated to the Corporation’s ongoing results of operations or beyond its control. Additionally, a portion of the incentive and compensation arrangements for certain employees is based on the Corporation’s business performance. The Corporation believes this non-GAAP financial measure helps identify underlying trends in its business that could otherwise be masked by the effect of the items that it excludes from the adjusted income (loss) from continuing operations. In particular, the Corporation believes that exclusion of the Impairment Charge, the Restructuring-Related Costs, the Excess Costs of Avonmore which are not expected to continue following the sale of the Avonmore Plant, the Bad Debt Expense, and the Proceeds from Business Interruption Insurance Claim can provide a useful measure for period-to-period comparisons of the Corporation’s core business performance. Accordingly, the Corporation believes this non-GAAP financial measure provides useful information to management, shareholders and investors, and others in understanding and evaluating its operating results, enhancing the overall understanding of its past performance and future prospects and allowing for greater transparency with respect to key financial metrics used by the Corporation’s management in its financial and operational decision-making.

Adjusted income (loss) from continuing operations is not prepared in accordance with GAAP and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are limitations related to the use of adjusted income (loss) from continuing operations rather than income (loss) from continuing operations, which is the nearest GAAP equivalent. Among other things, the Excess Costs of Avonmore necessarily reflects judgments made by management in allocating manufacturing and operating costs between the Avonmore Plant and the Corporation’s other operations and in anticipating how it will conduct business following the sale of the Avonmore Plant. Additionally, there can be no assurance that additional charges similar to the Impairment Charge, the Restructuring-Related Costs, and the Bad Debt Expense or benefits similar to the Proceeds from Business Interruption Insurance Claim will not occur in future periods.

The adjustments reflected in adjusted income (loss) from continuing operations are pre-tax. There is no tax impact associated with these adjustments due to the Corporation having a valuation allowance recorded against its deferred income tax assets for the jurisdictions where the expenses or income are recognized.

The following is a reconciliation of income (loss) from continuing operations to non-GAAP adjusted income (loss) from continuing operations for the three and nine months ended September 30, ~~2016. The increase is attributable to additional investment in trade working capital as a result of a higher amount of accounts receivables due to improved sales,~~2020, and ~~additional inventories due to an anticipated increase in production levels for the Forged~~2019, respectively:

	Three Months Ended September 30,					Nine Months Ended September 30,
	2020		2019			2020			2019
Income (loss) from continuing operations, as reported (GAAP)	$	178	$	(1,340	)	$	4,443		$	(13,952	)
Impairment Charge ⁽¹⁾		0		0			0			10,082
Restructuring-Related Costs ⁽²⁾		0		561			0			1,653
Excess Costs of Avonmore ⁽³⁾		0		685			0			4,572
Bad Debt Expense ⁽⁴⁾		0		0			0			1,366
Proceeds from Business Interruption Insurance Claim ⁽⁵⁾		0		0			(769	)		0
Income (loss) from continuing operations, as adjusted (Non-GAAP)	$	178	$	(94	)	$	3,674		$	3,721

(1)	Represents an impairment charge to record the Avonmore Plant to its estimated net realizable value in anticipation of its sale, which was completed in 2019.

(2)	Represents professional fees associated with the Corporation’s overall restructuring plan and employee severance costs due to reductions in force.

(3)

Represents estimated net operating costs not expected to continue after the sale of the Avonmore Plant, which was completed in 2019. The estimated temporary excess costs include judgments made by management in allocating manufacturing and operating costs between the Avonmore Plant and the Corporation’s other operations and in anticipating how it will conduct business following the sale of the Avonmore Plant.

(4)	Represents bad debt expense for a cast roll customer who filed for bankruptcy during the second quarter of 2019.

(5)	Represents business interruption insurance proceeds received for equipment outages that occurred in 2018.

Liquidity and ~~Cast Engineered Products segment. The impact of the additional investment in trade working capital in 2017 is offset by the cash needs of Åkers immediately after acquisition.~~Capital Resources

Net cash flows ~~used in investing~~provided by (used in) operating activities ~~decreased~~for continuing operations for the nine months ended September 30, ~~2017, when compared~~2020, and 2019, equaled $33,944 and $(8,194), respectively. The significant improvement between the periods is principally due to a lower investment in trade working capital and improved operating results. Although the ~~nine months ended~~Corporation recorded an impairment charge in 2019 associated with the anticipated sale of the Avonmore Plant, the charge was a non-cash charge and, accordingly, did not impact its net cash flows used in operating activities.

The decrease in accounts receivable at September 30, ~~2016. Investing~~2020, from December 31, 2019, is principally due to lower sales for the FCEP segment and improved collections. The decrease in inventories and accounts payable at September 30, 2020, from year-end 2019, is attributable to a lower volume of business activity primarily resulting from the economic slowdown caused by the pandemic. Deferred employer-side social security payments and contributions to employee benefit plans equaled $1,424 and $3,794, respectively, through September 30, 2020. Under the current provisions of the CARES Act, deferred social security payments will be due equally in December 2021 and December 2022, and deferred contributions to employee benefit plans will be due in January 2021.

Net cash flows (used in) provided by investing activities for ~~2016 include the net cash portion for the acquisition of Åkers. Capital expenditures~~continuing operations equaled $(5,782) and $1,026 for the nine months ended September 30, ~~2017, were greater than~~2020, and 2019, respectively. Proceeds from the sale of ASW of $4,292 and the Avonmore Plant of $3,700 are included in the net cash flows provided by investing activities for the nine months ended September 30, ~~2016,~~2019. Capital expenditures for each of the periods were comparable and related primarily to ~~higher spend for~~ the ~~Forged and Cast Engineered Products~~FCEP segment. As of September 30, ~~2017,~~2020, commitments for future capital expenditures approximated $5,000, which isare expected to be spent over the next ~~12-18~~12 – 18 months.

Net cash flows ~~provided by~~used in financing activities improved in 2017, when compared to 2016. During the current year, the Corporation borrowed $20,339, net, under its Agreement which exceeded the cash requirements to pay off the net borrowings (term debtfor continuing operations equaled $17,428 and credit facility) assumed as part of the ASW acquisition. Through the nine months ended September 30, 2016, approximately $1,091 of debt issuance costs associated with the Agreement were incurred. In June 2017, the Corporation announced that it would suspend quarterly cash dividends, beginning with the second quarter of 2017. Accordingly, dividends paid$2,050 for the nine months ended September 30, ~~2017,~~2020, and 2019, respectively. During the current year period, the Corporation repaid all borrowings outstanding under its revolving credit facility. A portion of the repayment was from proceeds from the equity rights offering completed in September 2020. Net proceeds from the equity rights offering equaled ~~$0.18 per common share versus $0.36 per common share~~$18,150 (total gross proceeds of $19,279 less issuance costs of $1,129). In 2019, the Corporation repaid promissory notes (and interest) equaling $26,474 with additional borrowings under its revolving credit facility. Proceeds from the sale of ASW and the Avonmore Plant in 2019 of $7,992 were used to repay a portion of the borrowings under the revolving credit facility.

Net cash flows used in discontinued operations for the nine months ended September 30, ~~2016.~~2019, represent the cash flows of ASW which was sold in September 2019.

As a result of the above, cash and cash equivalents ~~decreased $13,212 in 2017~~increased by $11,320 during the first three quarters of 2020 and ended the period at ~~$25,367 (of which approximately $12,838~~$18,280 in comparison to $6,960 at December 31, 2019. As of September 30, 2020, the majority of the Corporation’s cash and cash equivalents is held by the Corporation’s foreign ~~operations)~~operations. Domestic customer remittances are used to pay down borrowings under the Corporation’s revolving credit facility daily, resulting in ~~comparison to $38,579 at December 31, 2016 (of which approximately $12,539 was~~minimal cash maintained by the Corporation’s domestic operations. Cash held by the Corporation’s foreign ~~operations). The Corporation has made~~operations is considered to be permanently reinvested; accordingly, a provision for estimated local and withholding tax has not been made. If the Corporation were to remit any foreign earnings to it or any of its U.S. entities, the estimated tax impact would be insignificant.

The revolving credit facility limits the amount of ~~income taxes~~distributions made to ~~be paid for foreign funds deemed~~upstream entities; however, the Corporation has not historically relied on or depended on distributions from the Corporation’s subsidiaries, and it is not expected to ~~be repatriated to the U.S. The remaining funds are deemed to be permanently reinvested and no additional provision for income tax has been made. Repatriation of any remaining funds may result~~do so in the ~~Corporation accruing and paying additional income tax.~~future.

Funds on hand, funds generated from future operations and availability under ~~our Agreement (approximately $50,000 at September 30, 2017)~~the Corporation’s revolving credit facility are expected to be sufficient to finance ~~our~~the Corporation’s operational and capital expenditure requirements. ~~While~~As of September 30, 2020, remaining availability under the ~~Agreement limits the amount~~revolving credit facility approximated $55,800, net of ~~distributions from the Corporation’s subsidiaries, we have not historically relied on or been dependent on such distributions and are not expected to be in the future.~~standard availability reserves.

Litigation and Environmental Matters

See ~~Notes 15~~Note 16 and 16 Note 17 to the condensed consolidated financial statements.

Critical Accounting Pronouncements

The Corporation’s critical accounting policies, as summarized in its Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2019, remain unchanged.

Recently Issued Accounting Pronouncements

See Note 1 to the condensed consolidated financial statements.

2232

~~Forward-Looking Statements~~

The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a safe harbor for forward-looking statements made by or on our behalf. Management’s Discussion and Analysis of Financial Condition and Results of Operation and other sections of the ~~Form 10-Q~~ as well as the condensed consolidated financial statements and notes thereto may contain forward-looking statements that reflect our current views with respect to future events and financial performance. All statements in this document other than statements of historical fact are statements that are, or could be, deemed “forward-looking statements” within the meaning of the Act. In this document, statements regarding future financial position, sales, costs, earnings, cash flows, other measures of results of operations, capital expenditures or debt levels and plans, objectives, outlook, targets, guidance or goals are forward-looking statements. Words such as “may,” “intend,” “believe,” “expect,” “anticipate,” “estimate,” “project,” “forecast” and other terms of similar meaning that indicate future events and trends are also generally intended to identify forward looking statements. Forward-looking statements speak only as of the date on which such statements are made, are not guarantees of future performance or expectations, and involve risks and uncertainties. For us, these risks and uncertainties include, but are not limited to, those described under Item 1A, Risk Factors, to Part I of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2016. In addition, there may be events in the future that we are not able to predict accurately or control which may cause actual results to differ materially from expectations expressed or implied by forward-looking statements. Except as required by applicable law, we assume no obligation, and disclaim any obligation, to update forward-looking statements whether as a result of new information, events or otherwise.

ITEM 3 – QUANTITATIVE AND ~~QUALITATIVE~~QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~There were no material changes in the Corporation’s exposure to market risk from December 31, 2016.~~Not applicable.

ITEM 4 – CONTROLS AND PROCEDURES

(a)

Disclosure controls and procedures. An evaluation of the effectiveness of the Corporation’s disclosure controls and procedures as of the end of the period covered by this report was carried out under the supervision, and with the participation, of management, including the principal executive officer and principal financial officer. Disclosure controls and procedures are defined under Securities and Exchange Commission (“SEC”) rules as controls and other procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) is recorded, processed, summarized and reported within the required time periods. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, the Corporation’s management, including the principal executive officer and principal financial officer, has concluded that the Corporation’s disclosure controls and procedures were effective as of September 30, ~~2017.~~2020.

(c)

Changes in Internal Control. ~~Except as described below, there~~ There has been no change in ~~our~~the Corporation’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under the ~~Securities~~ Exchange Act ~~of 1934~~ that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, ~~our~~its internal control over financial reporting. On March 3, 2016, and November 1, 2016, the Corporation acquired Åkers and ASW, respectively, and is in the process of integrating both businesses into its overall internal control over financial reporting process.

PART II – ~~OTHER~~OTHER INFORMATION

AMPCO-PITTSBURGH CORPORATION

Item 1

Legal Proceedings

The information contained in Note 1516 to the condensed consolidated financial statements (Litigation) is incorporated herein by reference.

Item 1A

Risk Factors

~~There are no material changes to~~The risk factor set forth below updates the ~~Risk Factors contained~~risk factors in ~~Item 1A to Part I of~~ the Corporation’s Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2019, and could materially affect the Corporation’s business, financial position or results of operations.

The COVID-19 pandemic has caused disruptions in manufacturing industries.

The COVID-19 pandemic has significantly increased economic and demand uncertainty and could cause a sustained global recession. It has impacted, and may continue to have a prolonged and severe impact on, the Corporation’s results of operations, financial condition and cash flows. While the U.S. Department of Homeland Security guidance has identified the Corporation’s domestic businesses as critical infrastructure industries, essential to the economic prosperity, security and continuity of the United States, the Corporation has periodically and temporarily idled certain of its operations of its FCEP segment and, consequently, furloughed certain of its employees in response to market conditions. Additionally, the FCEP segment has experienced, and may continue to experience, customer-requested delays of deliveries or, eventually, potential cancellation of orders and significant reductions in demand. The Corporation also may experience long-term disruptions to its operations resulting from changes in government policy or guidance; quarantines of employees, customers and suppliers in areas affected by the pandemic; and closures of businesses or manufacturing facilities that are critical to its business or its supply chains. It may also incur higher write-offs of accounts receivables and impairment charges on its asset values, including property, plant and equipment and intangible assets.

The COVID-19 pandemic could also adversely affect the Corporation’s liquidity and ability to access the capital markets. Additionally, government stimulus programs available to the Corporation, its customers, or its suppliers, if any, may prove to be ineffective. Furthermore, in the event that the impact from the COVID-19 pandemic causes the Corporation to be unable to maintain a certain level of excess availability under its revolving credit facility, the availability of funds to the Corporation may become limited, or the Corporation may be required to renegotiate the facility on less favorable terms. If the Corporation is unable to access additional credit at the levels it requires, or the cost of credit is greater than expected, it could materially adversely affect the Corporation’s results of operations, financial condition and cash flows.

Although the Corporation’s internal control over financial reporting has not been impacted to date, the COVID-19 pandemic could negatively affect it in the future if the Corporation’s workforce is required to work from home on a longer term or permanent basis thereby requiring new processes, procedures, and controls to respond to changes in the Corporation’s business environment. The Corporation may be susceptible to increased litigation related to, among other things, the financial impacts of the pandemic on its business, its ability to meet contractual obligations due to the pandemic, employment practices or policies adopted during the health crisis, or litigation related to individuals contracting COVID-19 as result of alleged exposures on the Corporation’s premises.

While the Corporation has been impacted by the effect of the COVID-19 pandemic – see Part I, Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations, the full extent to which the COVID-19 pandemic will affect the Corporation’s operations, and the industries in which it operates, remains highly uncertain and will ultimately depend on future developments which cannot be predicted at this time, including, but not limited to, the duration, severity, speed and scope of the pandemic, the length of time required for demand to return and normal economic and operating conditions to resume. The impact of the COVID-19 pandemic may also have the effect of exacerbating many of the other risks described in Item 1A. "Risk Factors" of the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

If the Corporation fails to maintain an effective system of internal controls, it may not be able to accurately determine its financial results or prevent fraud. As a result, the shareholders could lose confidence in the Corporation’s financial results, which could harm the business and the value of the Corporation’s securities.

Effective internal controls are necessary for the Corporation to provide reliable financial reports and effectively prevent fraud. Section 404 of the Sarbanes-Oxley Act of 2002 requires the Corporation to evaluate and report on its internal controls over financial reporting. The Corporation’s internal controls and financial reporting are not subject to attestation

by its independent registered public accounting firm pursuant to the exemption provided to issuers that are not “large accelerated filers” or “accelerated filers” under the Dodd-Frank Act of 2010. The Corporation cannot be certain that it will be successful in maintaining adequate internal controls over its financial reporting and financial processes in the future. Because of the Corporation’s reliance on key personnel, the COVID-19 pandemic elevates this risk. The Corporation may in the future discover areas of its internal controls that need improvement. Furthermore, to the extent its business grows, the Corporation’s internal controls may become more complex, and the Corporation would require significantly more resources to ensure its internal controls remain effective. If the Corporation or its independent auditors discover a material weakness, the disclosure of that fact, even if quickly remediated, could reduce the market value of the Corporation’s securities. Additionally, the existence of any material weakness or significant deficiency would require management to devote significant time and incur significant expense to remediate any such material weaknesses or significant deficiencies and management may not be able to remediate any such material weaknesses or significant deficiencies in a timely manner.

Holders of Series A warrants will have no rights as holders of common stock until they exercise their Series A warrants and acquire common stock.

Until holders of the Corporation’s Series A warrants acquire shares of common stock upon exercise of such Series A warrants, they will have no rights with respect to the shares of common stock underlying such Series A warrants. Upon exercise of the Series A warrants, the holders thereof will be entitled to exercise the rights of holders of common stock only as to matters for which the record date occurs after the warrant exercise date.

The Corporation may be unable to maintain the listing of the Series A warrants on NYSE American, which would significantly limit the ability of the Corporation’s warrant holders to resell their Series A warrants.

Although the Series A warrants trade on the NYSE American, the Corporation may not be able to maintain the applicable listing standards for reasons that are outside of its control. Among other requirements, in order for the Series A warrants to be listed on NYSE American, there must be an aggregate of at least 50,000 Series A warrants. Satisfaction of NYSE American’s listing requirements therefore depends upon the extent to which warrant holders elect to exercise their Series A warrants. The Corporation cannot provide assurance that it will continue to meet these, or other, listing standards of NYSE American with respect to the Series A warrants.

Even if a market for the Series A warrants develops, the price of the Series A warrants may fluctuate, and liquidity may be limited. Holders of Series A warrants may be unable to resell their Series A warrants at a favorable price, or at all.

The market price of common stock may never exceed the exercise price of the Series A warrants.

The Series A warrants will be exercisable commencing on their date of issuance and expiring on August 1, 2025. The market price of common stock may never exceed the exercise price of the Series A warrants prior to their date of expiration. Any Series A warrants not exercised by their date of expiration will expire without residual value to holders.

The Corporation has not declared dividends since mid-2017 and does not expect to declare dividends in the future. Any return on investment may be limited to the value of the Corporation’s common stock.

The Corporation has not declared a cash dividend on its common stock since mid-2017 and does not anticipate doing so in the foreseeable future. The declaration and payment of dividends on its common stock will depend on earnings, financial condition and other business and economic factors affecting the Corporation at such time as its board of directors may consider relevant. If the Corporation does not pay dividends, its common stock may be less valuable because a return on investment in its securities will only occur if the Corporation’s stock price appreciates.

Because the Series A warrants are executory contracts, they may have no value in a bankruptcy or reorganization proceeding.

In the event a bankruptcy or reorganization proceeding is commenced by or against the Corporation, a bankruptcy court may hold that any then-unexercised Series A warrants are executory contracts subject to rejection by the Corporation with the approval of a bankruptcy court. As a result, even if the Corporation has sufficient funds, holders may not be entitled to receive any consideration for their Series A warrants or may receive an amount less than they would be entitled to if they had exercised their Series A warrants prior to the commencement of any such bankruptcy or reorganization proceeding.

The Corporation’s By-laws designate the state and federal courts sitting in the judicial district of the Commonwealth of Pennsylvania embracing the county in which its principal executive office is located as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by its shareholders, which could discourage lawsuits against the Corporation and its directors and officers.

The Corporation’s By-laws provide that, unless it otherwise consents in writing, the state and federal courts sitting in the judicial district of the Commonwealth of Pennsylvania embracing the county in which its principal executive office is located will be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed to the Corporation or its shareholders by any director or officer, officer or other employee of its, (c) any action asserting a claim against the Corporation or against any of its directors, officers or other employees arising pursuant to any provision of the Pennsylvania Business Corporation Law of 1988 (or the PBCL) or its Articles of Incorporation or By-laws, (d) any action seeking to interpret, apply, enforce, or determine the validity of its Article of Incorporation or By-laws, or (e) any action asserting a claim against the Corporation or any director or officer or other employee of its governed by the internal affairs doctrine. This exclusive forum provision does not apply to suits brought to enforce a duty or liability created by the Exchange Act or the Securities Act of 1933, as amended. This exclusive forum provision may limit the ability of its shareholders to bring a claim in a judicial forum that such shareholders find favorable for disputes with the Corporation or its directors or officers, which may discourage such lawsuits against the Corporation and its directors and officers. Alternatively, if a court outside of Pennsylvania were to find this exclusive forum provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings described above, the Corporation may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect its business, results of operations and financial condition.

Items 2-5

None

Item 6

Exhibits

~~Items 2-5~~

~~None~~

~~Item 6~~

~~Exhibits~~


~~(10.1)~~ (3.1)		Restated Articles of Incorporation, effective as of August 11, 2017, ~~attached hereto.~~incorporated by reference to Quarterly Report on Form 10-Q filed on November 9, 2017.

~~(31.1)~~ (3.2)		Amended and Restated By-laws, incorporated by reference to Current Report on Form 8-K filed on December 23, 2015.

(3.3)		Amendment of Amended and Restated Articles of Incorporation, effective as of May 9, 2019, incorporated by reference to Quarterly Report on Form 10-Q filed on May 10, 2019.

(4.1)		Form of Series A Warrant Certificate, incorporated by reference to Amendment No. 1 to the Registration Statement on Form S-1 filed on July 21, 2020.

(4.2)		Warrant Agreement between Ampco-Pittsburgh Corporation and Broadridge Corporate Issuer Solutions, Inc. with respect to Series A Warrants, dated September 22, 2020, filed herewith.
(31.1)		Certification of Principal Executive Officer pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.

(31.2)		Certification of Principal Financial Officer pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.

(32.1)		Certification of Principal Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.

(32.2)		Certification of Principal Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.

(101)		Interactive Data File (XBRL)

2437

~~SIGNATURES~~SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

				AMPCO-PITTSBURGH CORPORATION
		~~AMPCO-PITTSBURGH CORPORATION~~
DATE: November 16, 2020	BY:	/s/ J. Brett McBrayer
~~DATE: November 9, 2017~~		~~BY:~~	~~/s/ John S. Stanik~~ J. Brett McBrayer
			~~John S. Stanik~~
			Director and Chief Executive Officer

DATE: November ~~9, 2017~~16, 2020	BY:	~~BY:~~	/s/ Michael G. McAuley
			Michael G. McAuley
			Senior Vice President, Chief Financial Officer and Treasurer


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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1 par value	AP	New York Stock Exchange
Series A Warrants to purchase shares of Common Stock	AP WS	NYSE American

							Page No.
		Part I –	~~Page~~ ~~No.~~	Financial Information:
~~Part I – Financial Information:~~

Item 1 –	Financial Statements (Unaudited)

			Condensed Consolidated Balance Sheets – September 30, ~~2017~~2020 and December 31, ~~2016~~2019			3

			Condensed Consolidated Statements of Operations – Three and Nine Months Ended September 30, ~~2017~~2020 and ~~2016~~2019			4

			Condensed Consolidated Statements of Comprehensive Income (Loss) – Three and Nine Months Ended September 30, ~~2017~~2020 and ~~2016~~2019			5
			Condensed Consolidated Statements of Shareholders’ Equity – Three and Nine Months Ended September 30, 2020 and 2019		6

			Condensed Consolidated Statements of Cash Flows – Nine Months Ended September 30, ~~2017~~2020 and ~~2016~~2019			6	7

			Notes to Condensed Consolidated Financial Statements			7	8

	Item 2 –		Management’s Discussion and Analysis of Financial Condition and Results of Operations			20	25

	Item 3 –		Quantitative and Qualitative Disclosures About Market Risk			23	33

	Item 4 –		Controls and Procedures			23	33

Part II –	Other Information:

	Item 1 –		Legal Proceedings			24	34

	Item 1A –		Risk Factors			24	34

	Item 6 –		Exhibits			24	37

Signatures								25	38

~~Exhibits~~
	~~Exhibit 10.1~~
	~~Exhibit 31.1~~
	~~Exhibit 31.2~~
	~~Exhibit 32.1~~
	~~Exhibit 32.2~~
	~~Exhibit 101~~


	September 30, 2017			December 31, 2016			September 30, 2020			December 31, 2019
Assets
Current assets:
Cash and cash equivalents	$	25,367		$	38,579		$	18,280		$	6,960
Receivables, less allowance for doubtful accounts of $728 in 2017 and $2,228 in 2016		83,839			72,233
Receivables, less allowance for doubtful accounts of $828 in 2020 and $3,041 in 2019								56,115			81,783
Inventories		102,234			83,579			78,423			82,289
Insurance receivable – asbestos		13,000			13,000			15,000			16,000
Other current assets		21,152			14,073			6,535			6,380

Total current assets		245,592			221,464			174,353			193,412
Property, plant and equipment – net		215,685			214,408
Property, plant and equipment, net								160,590			166,392
Operating lease right-of-use assets								4,495			4,263
Insurance receivable – asbestos		90,891			102,945			106,584			120,932
Deferred income tax assets		1,087			4,824			2,886			2,997
Intangible assets, net								7,015			7,625
Investments in joint ventures		2,175			2,019			2,175			2,175
Intangible assets – net		11,322			11,601
Other noncurrent assets		8,256			8,628			9,323			8,764

Total assets	$	575,008		$	565,889		$	467,421		$	506,560

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	47,881		$	37,104		$	28,846		$	33,271
Accrued payrolls and employee benefits		21,899			20,166			18,652			22,266
Debt – current portion		19,416			26,825			13,738			20,363
Operating lease liabilities – current portion								740			612
Asbestos liability – current portion		18,000			18,000			21,000			21,000
Other current liabilities		38,689			42,197			28,214			26,720

Total current liabilities		145,885			144,292			111,190			124,232
Employee benefit obligations		90,448			91,947			78,937			83,936
Asbestos liability		136,663			153,181			164,934			186,633
Long-term debt		46,864			25,389			18,860			50,494
Noncurrent operating lease liabilities								3,755			3,651
Deferred income tax liabilities		627			591			543			543
Other noncurrent liabilities		526			655			3,428			1,455

Total liabilities		421,013			416,055			381,647			450,944

Commitments and contingent liabilities (Note 9)
Shareholders’ equity:
Common stock – par value $1; authorized 20,000 shares; issued and outstanding 12,361 shares in 2017 and 12,271 in 2016		12,361			12,271
Common stock – par value $1; authorized 40,000 shares; issued and outstanding 18,312 shares in 2020 and 12,652 shares in 2019								18,312			12,652
Additional paid-in capital		152,794			151,089			169,913			156,251
Retained earnings		35,451			45,443
Retained deficit								(45,563	)		(51,341	)
Accumulated other comprehensive loss		(49,183	)		(60,885	)		(64,718	)		(68,662	)

Total Ampco-Pittsburgh shareholders’ equity		151,423			147,918			77,944			48,900
Noncontrolling interest		2,572			1,916			7,830			6,716

Total shareholders’ equity		153,995			149,834			85,774			55,616

Total liabilities and shareholders’ equity	$	575,008		$	565,889		$	467,421		$	506,560


	Three Months Ended Sept 30,						Nine Months Ended Sept 30,
	2017			2016			2017			2016
Net loss	$	(1,903	)	$	(27,540	)	$	(8,314	)	$	(36,907	)

Other comprehensive income, net of tax where applicable:
Adjustments for changes in:
Foreign currency translation		3,526			(2,219	)		10,704			(8,623	)
Unrecognized employee benefit costs (including effects of foreign currency translation)		(652	)		5,145			(1,773	)		7,095
Unrealized holding gains on marketable securities		136			167			423			384
Fair value of cash flow hedges		217			71			456			126
Reclassification adjustments for items included in net loss:
Amortization of unrecognized employee benefit costs		945			1,267			2,461			2,445
Realized gains from sale of marketable securities		(19	)		(46	)		(25	)		(70	)
Realized (gains) losses from settlement of cash flow hedges		(150	)		103			(472	)		268

Other comprehensive income		4,003			4,488			11,774			1,625

Comprehensive income (loss)		2,100			(23,052	)		3,460			(35,282	)
Less: Comprehensive income (loss) attributable to noncontrolling interest		440			(158	)		656			(149	)

Comprehensive income (loss) attributable to Ampco-Pittsburgh	$	1,660		$	(22,894	)	$	2,804		$	(35,133	)


Large accelerated filer	☐	☐	Accelerated filer	☐	☒ Emerging growth company	☐

Non-accelerated filer	☒	☐	Smaller reporting company	☒	☐

~~Emerging growth company~~		☐

	Three Months Ended September 30, 2019			Nine Months Ended September 30, 2019
Net sales	$	9,992		$	35,045
Operating costs and expenses:
Costs of products sold (excluding depreciation and amortization)		12,772			42,407
Selling and administrative		569			1,700
Loss on disposal of assets		53			42
Total operating expenses		13,394			44,149
Loss from discontinued operations		(3,402	)		(9,104	)
Other income		4			73
Loss from discontinued operations before income taxes		(3,398	)		(9,031	)
Income tax provision		0			0
Loss from discontinued operations, net of tax	$	(3,398	)	$	(9,031	)


	Three Months Ended September 30, 2016			Nine Months Ended September 30, 2016
Net sales	$	93,335		$	298,804
Loss before income taxes (includes noncontrolling interest)	$	(7,803	)	$	(23,100	)
Net loss attributable to Ampco-Pittsburgh	$	(29,243	)	$	(43,555	)
Net loss per common share (basic) attributable to Ampco-Pittsburgh	$	(2.38	)	$	(3.56	)


	September 30, 2017			December 31, 2016
Land and land improvements	$	12,199		$	11,747
Buildings		68,154			66,017
Machinery and equipment		332,841			323,684
Construction-in-process		7,369			2,595
Other		9,074			7,495

		429,637			411,538
Accumulated depreciation and amortization		(213,952	)		(197,130	)

Property, plant and equipment – net	$	215,685		$	214,408

	September 30, 2020			December 31, 2019
Customer relationships	$	6,129		$	5,995
Developed technology		4,253			4,157
Trade name		2,422			2,355
		12,804			12,507
Accumulated amortization		(5,789	)		(4,882	)
Intangible assets, net	$	7,015		$	7,625


	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Balance at beginning of the period	$	12,117		$	11,825		$	11,521		$	6,358
Åkers – opening balance sheet liability for warranty claims		0			0			0			6,032
Satisfaction of warranty claims		(1,169	)		(1,324	)		(2,889	)		(3,029	)
Provision for warranty claims		1,011			1,855			2,964			3,372
Other, primarily impact from changes in foreign currency exchange rates		328			40			691			(337	)

Balance at end of the period	$	12,287		$	12,396		$	12,287		$	12,396

	September 30, 2020			December 31, 2019
Revolving Credit and Security Agreement	$	0		$	34,273
Sale and leaseback financing obligation		19,774			19,303
Industrial Revenue Bonds		9,191			13,311
Minority shareholder loan		2,484			2,856
Finance lease liabilities		1,149			1,114
Outstanding borrowings		32,598			70,857
Debt – current portion		(13,738	)		(20,363	)
Long-term debt	$	18,860		$	50,494

	Three Months Ended September 30,						Nine Months Ended September 30,
U.S. Defined Benefit Pension Plans	2020			2019			2020			2019
Service cost	$	37		$	192		$	167		$	577
Interest cost		1,776			2,255			5,381			6,784
Expected return on plan assets		(3,232	)		(3,145	)		(9,621	)		(9,434	)
Amortization of prior service cost		10			55			31			61
Amortization of actuarial loss		455			461			1,570			1,037
Special termination benefits		0			3,694			0			3,694
Curtailment loss		0			1,641			0			1,641
Net benefit (income) expense	$	(954	)	$	5,153		$	(2,472	)	$	4,360


	September 30, 2017			December 31, 2016
Industrial Revenue Bonds (“IRB”)	$	13,311		$	13,311
Promissory notes (and interest)		25,003			23,844
Revolving Credit and Security Agreement		20,339			0
Minority shareholder loans		5,645			4,990
Credit facility (ASW)		0			7,146
Term loan (ASW)		0			762
Capital leases		1,982			2,161

		66,280			52,214
Current portion		(19,416	)		(26,825	)

Long-term debt	$	46,864		$	25,389

	Three Months Ended September 30,						Nine Months Ended September 30,
Foreign Defined Benefit Pension Plans	2020			2019			2020			2019
Service cost	$	127		$	115		$	332		$	314
Interest cost		265			338			781			1,047
Expected return on plan assets		(496	)		(561	)		(1,465	)		(1,736	)
Amortization of prior service credit		(72	)		(68	)		(212	)		(212	)
Amortization of actuarial loss		177			157			522			486
Net benefit expense (income)	$	1		$	(19	)	$	(42	)	$	(101	)


	September 30, 2017		December 31, 2016		September 30, 2020		December 31, 2019
Raw materials	$	24,165	$	23,964	$	18,545	$	18,011
Work-in-process		44,087		29,198		33,394		35,942
Finished goods		18,893		20,046		15,845		17,159
Supplies		15,089		10,371		10,639		11,177

Inventories	$	102,234	$	83,579	$	78,423	$	82,289

	Three Months Ended September 30,						Nine Months Ended September 30,
Other Postretirement Benefit Plans	2020			2019			2020			2019
Service cost	$	56		$	74		$	169		$	230
Interest cost		71			98			211			309
Amortization of prior service credit		(255	)		(532	)		(763	)		(1,553	)
Amortization of actuarial gain		(34	)		(97	)		(104	)		(286	)
Curtailment gain		0			(7,639	)		0			(7,654	)
Net benefit income	$	(162	)	$	(8,096	)	$	(487	)	$	(8,954	)

	Foreign Currency Translation			Unrecognized Employee Benefit Costs			Cash Flow Hedges			Total Accumulated Other Comprehensive Loss			Less: Noncontrolling Interest			Accumulated Other Comprehensive Loss Attributable to Ampco-Pittsburgh
Balance at January 1, 2019	$	(18,642	)	$	(30,902	)	$	(64	)	$	(49,608	)	$	(174	)	$	(49,434	)
Net change		(4,893	)		(5,137	)		89			(9,941	)		(248	)		(9,693	)
Balance at September 30, 2019	$	(23,535	)	$	(36,039	)	$	25		$	(59,549	)	$	(422	)	$	(59,127	)

Balance at January 1, 2020	$	(18,352	)	$	(50,859	)	$	291		$	(68,920	)	$	(258	)	$	(68,662	)
Net change		2,750			1,191			194			4,135			191			3,944
Balance at September 30, 2020	$	(15,602	)	$	(49,668	)	$	485		$	(64,785	)	$	(67	)	$	(64,718	)


	Location	September 30, 2017			December 31, 2016		Location	September 30, 2020			December 31, 2019
Fair value hedge contracts	Other current assets	$	1,078		$	214	Other current assets	$	356		$	677
	Other noncurrent assets		38			2
	Other current liabilities		70			940	Other noncurrent assets		402			153
	Other noncurrent liabilities		0			35	Other current liabilities		155			0
Fair value hedged items	Receivables		(332	)		121	Receivables		(399	)		(260	)
	Other current assets		100			808	Other current assets		86			0
	Other noncurrent assets		0			45	Other current liabilities		54			323
	Other current liabilities		812			233	Other noncurrent liabilities		393			95
	Other noncurrent liabilities		92			5

Three Months Ended September 30, 2019	Beginning of the Period			Recognized			Reclassified			End of the Period
Foreign currency purchase contracts	$	202		$	0		$	6		$	196
Futures contracts – copper and aluminum		(96	)		(134	)		(59	)		(171	)
	$	106		$	(134	)	$	(53	)	$	25
Three Months Ended September 30, 2020
Foreign currency purchase contracts	$	176		$	0		$	7		$	169
Futures contracts – copper and aluminum		72			227			(17	)		316
	$	248		$	227		$	(10	)	$	485

Nine Months Ended September 30, 2019
Foreign currency purchase contracts	$	216		$	0		$	20		$	196
Futures contracts – copper and aluminum		(280	)		(87	)		(196	)		(171	)
	$	(64	)	$	(87	)	$	(176	)	$	25
Nine Months Ended September 30, 2020
Foreign currency purchase contracts	$	189		$	0		$	20		$	169
Futures contracts – copper and aluminum		102			27			(187	)		316
	$	291		$	27		$	(167	)	$	485


	Comprehensive Income (Loss) Beginning of the Period			Plus Recognized as Comprehensive Income (Loss)		Less Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss			Comprehensive Income (Loss) End of the Period
Three Months Ended September 30, 2017
Foreign currency sales contracts	$	0		$	0	$	0		$	0
Foreign currency purchase contracts		203			0		11			192
Futures contracts – copper and aluminum		265			217		139			343

	$	468		$	217	$	150		$	535

Three Months Ended September 30, 2016
Foreign currency sales contracts	$	0		$	3	$	3		$	0
Foreign currency purchase contracts		233			0		12			221
Futures contracts – copper and aluminum		32			68		(118	)		218

	$	265		$	71	$	(103	)	$	439

Nine Months Ended September 30, 2017
Foreign currency sales contracts	$	0		$	0	$	0		$	0
Foreign currency purchase contracts		216			0		24			192
Futures contracts – copper and aluminum		335			456		448			343

	$	551		$	456	$	472		$	535

Nine Months Ended September 30, 2016
Foreign currency sales contracts	$	4		$	6	$	10		$	0
Foreign currency purchase contracts		241			0		20			221
Futures contracts – copper and aluminum		(200	)		120		(298	)		218

	$	45		$	126	$	(268	)	$	439


	Location of Gain (Loss) in Statements	Estimated to be Reclassified in the		Three Months Ended September 30,					Nine Months Ended September 30,
	of Operations	Next 12 Months		2017		2016			2017		2016
Foreign currency sales contracts – cash flow hedges	Sales	$	0	$	0	$	0		$	0	$	10
Foreign currency purchase contracts	Depreciation and amortization		27		11		6			24		20
Futures contracts – copper and aluminum	Costs of products sold (excluding depreciation and amortization)		343		139		(7	)		448		(298	)


	Foreign Currency Translation Adjustments			Unrecognized Employee Benefit Costs			Unrealized Holding Gains on Marketable Securities		Cash Flow Hedges			Accumulated Other Comprehensive Loss
Balance at January 1, 2017	$	(22,973	)	$	(38,636	)	$	59	$	551		$	(60,999	)
Net Change		10,704			688			398		(16	)		11,774

Balance at September 30, 2017	$	(12,269	)	$	(37,948	)	$	457	$	535		$	(49,225	)

Balance at January 1, 2016	$	(8,393	)	$	(49,943	)	$	692	$	45		$	(57,599	)
Net Change		(8,623	)		9,540			314		394			1,625

Balance at September 30, 2016	$	(17,016	)	$	(40,403	)	$	1,006	$	439		$	(55,974	)

	Location of Gain (Loss) in Statements	Estimated to be Reclassified in the Next		Three Months Ended September 30,						Nine Months Ended September 30,
	of Operations	12 Months		2020			2019			2020			2019
Foreign currency purchase contracts	Depreciation and amortization	$	28	$	7		$	6		$	20		$	20
Futures contracts – copper and aluminum	Costs of products sold (excluding depreciation and amortization)	$	316	$	(17	)	$	(59	)	$	(187	)	$	(196	)

									Quoted Prices in Active Markets for Identical Inputs (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total
	Quoted Prices in Active Markets for Identical Inputs (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
As of September 30, 2017
As of September 30, 2020
Investments
Other noncurrent assets	$	4,086	$	0	$	0	$	4,086	$	4,034	$	0		$	0	$	4,034
Foreign currency exchange contracts
Accounts receivable										0		(399	)		0		(399	)
Other current assets		0		1,178		0		1,178		0		442			0		442
Other noncurrent assets		0		38		0		38		0		402			0		402
Other current liabilities		0		882		0		882		0		209			0		209
Other noncurrent liabilities		0		92		0		92		0		393			0		393
As of December 31, 2016
As of December 31, 2019
Investments
Other noncurrent assets	$	3,863	$	0	$	0	$	3,863	$	4,183	$	0		$	0	$	4,183
Foreign currency exchange contracts
Accounts receivable										0		(260	)		0		(260	)
Other current assets		0		1,022		0		1,022		0		677			0		677
Other noncurrent assets		0		47		0		47		0		153			0		153
Other current liabilities		0		1,173		0		1,173		0		323			0		323
Other noncurrent liabilities		0		40		0		40		0		95			0		95