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 ~~August 2, 2018, 12,491,487~~May 3, 2019, 12,513,269 common shares were outstanding.

	June 30, 2018			December 31, 2017			March 31, 2019			December 31, 2018
Assets
Current assets:
Cash and cash equivalents	$	22,148		$	20,700		$	10,443		$	19,713
Receivables, less allowance for doubtful accounts of $979 in 2018 and $962 in 2017		97,178			86,623
Receivables, less allowance for doubtful accounts of $1,028 in 2019 and $978 in 2018								86,557			69,448
Inventories		111,956			107,561			93,433			94,196
Insurance receivable – asbestos		15,000			13,000			17,000			17,000
Other current assets		11,844			12,363			6,085			7,271
Current assets of discontinued operations								17,754			20,238
Total current assets		258,126			240,247			231,272			227,866
Property, plant and equipment, net		206,990			214,980			173,492			185,661
Operating lease right-of-use assets								5,823			0
Insurance receivable – asbestos		76,292			87,342			133,093			135,508
Deferred income tax assets		2,993			1,590			2,934			3,188
Intangible assets, net								8,527			9,225
Investments in joint ventures		2,175			2,175			2,175			2,175
Intangible assets, net		10,075			11,021
Other noncurrent assets		6,225			8,244			7,935			7,496
Total assets	$	562,876		$	565,599		$	565,251		$	571,119
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	50,404		$	47,479		$	45,807		$	38,900
Accrued payrolls and employee benefits		21,046			22,768			19,031			20,380
Debt – current portion		45,080			19,335			19,256			45,728
Operating lease liabilities – current portion								518			0
Asbestos liability – current portion		21,000			18,000			24,000			24,000
Other current liabilities		32,207			37,089			29,918			28,987
Current liabilities of discontinued operations								9,786			9,458
Total current liabilities		169,737			144,671			148,316			167,453
Employee benefit obligations		75,123			79,750			66,443			72,658
Asbestos liability		116,304			131,750			201,133			203,922
Deferred income tax liabilities								256			164
Long-term debt		41,245			46,818			58,061			31,881
Deferred income tax liabilities		353			433
Noncurrent operating lease liabilities								5,305			0
Other noncurrent liabilities		2,187			416			2,003			2,072
Total liabilities		404,949			403,838			481,517			478,150
Commitments and contingent liabilities (Note 8)
Commitments and contingent liabilities (Note 9)
Shareholders’ equity:
Common stock – par value $1; authorized 20,000 shares; issued and outstanding 12,491 shares in 2018 and 12,361 shares in 2017		12,491			12,361
Common stock – par value $1; authorized 20,000 shares; issued and outstanding 12,513 shares in 2019 and 12,495 shares in 2018								12,513			12,495
Additional paid-in capital		154,185			152,992			155,283			154,889
Retained earnings		36,926			38,348
Retained deficit								(45,503	)		(30,355	)
Accumulated other comprehensive loss		(49,203	)		(44,760	)		(44,421	)		(49,434	)
Total Ampco-Pittsburgh shareholders’ equity		154,399			158,941			77,872			87,595
Noncontrolling interest		3,528			2,820			5,862			5,374
Total shareholders’ equity		157,927			161,761			83,734			92,969
Total liabilities and shareholders’ equity	$	562,876		$	565,599		$	565,251		$	571,119

	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2018			2017			2018			2017			2019			2018
Net sales	$	127,427		$	110,550		$	242,504		$	214,066		$	107,494		$	106,415
Operating costs and expenses:
Costs of products sold (excluding depreciation and amortization)		108,576			92,052			203,333			176,833			90,221			87,653
Selling and administrative		14,814			15,053			30,287			30,430			13,885			14,856
Depreciation and amortization		5,769			5,646			11,674			11,568			5,259			5,600
Gain on disposal of assets		(106	)		(1	)		(61	)		(1	)
Impairment charge														10,082			0
Loss on disposal of assets														6			83
Total operating expenses		129,053			112,750			245,233			218,830			119,453			108,192
Loss from operations		(1,626	)		(2,200	)		(2,729	)		(4,764	)
Loss from continuing operations														(11,959	)		(1,777	)
Other income (expense):
Investment-related income		43			22			67			71			40			24
Interest expense		(1,020	)		(728	)		(1,893	)		(1,905	)		(1,285	)		(873	)
Other – net		451			570			3,351			(315	)		1,296			3,621
		(526	)		(136	)		1,525			(2,149	)		51			2,772
Loss before income taxes and equity income in joint venture		(2,152	)		(2,336	)		(1,204	)		(6,913	)
(Loss) income from continuing operations before income taxes														(11,908	)		995
Income tax (provision) benefit		(548	)		102			(107	)		(33	)		(643	)		463
Equity income in joint venture		0			485			0			535
Net loss		(2,700	)		(1,749	)		(1,311	)		(6,411	)
Net (loss) income from continuing operations														(12,551	)		1,458
Loss from discontinued operations, net of tax														(2,242	)		(69	)
Net (loss) income														(14,793	)		1,389
Less: Net income attributable to noncontrolling interest		294			164			742			285			355			448
Net loss attributable to Ampco-Pittsburgh shareholders	$	(2,994	)	$	(1,913	)	$	(2,053	)	$	(6,696	)
Net (loss) income attributable to Ampco-Pittsburgh													$	(15,148	)	$	941

Net loss per common share attributable to Ampco-Pittsburgh:
Net (loss) income from continuing operations per common share:
Basic	$	(0.24	)	$	(0.16	)	$	(0.17	)	$	(0.54	)	$	(1.00	)	$	0.12
Diluted	$	(0.24	)	$	(0.16	)	$	(0.17	)	$	(0.54	)	$	(1.00	)	$	0.12

Cash dividends declared per share	$	0.00		$	0.00		$	0.00		$	0.09
Loss from discontinued operations, net of tax, per common share:
Basic													$	(0.18	)	$	(0.01	)
Diluted													$	(0.18	)	$	(0.01	)

Net (loss) income per common share attributable to Ampco-Pittsburgh:
Basic													$	(1.21	)	$	0.08
Diluted													$	(1.21	)	$	0.08

Weighted average number of common shares outstanding:
Basic		12,439			12,327			12,401			12,299			12,497			12,362
Diluted		12,439			12,327			12,401			12,299			12,497			12,379

	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2018			2017			2018			2017			2019			2018
Net loss	$	(2,700	)	$	(1,749	)	$	(1,311	)	$	(6,411	)
Other comprehensive (loss) income, net of income tax where applicable:
Net (loss) income													$	(14,793	)	$	1,389
Other comprehensive income (loss), net of income tax where applicable:
Adjustments for changes in:
Foreign currency translation		(6,197	)		4,926			(3,699	)		7,178			449			2,498
Unrecognized employee benefit costs (including effects of foreign currency translation)		692			(866	)		279			(1,121	)		4,149			(413	)
Unrealized holding gains on marketable securities		0			102			0			287
Fair value of cash flow hedges		(6	)		15			(321	)		239			268			(315	)
Reclassification adjustments for items included in net loss:
Reclassification adjustments for items included in net (loss) income:
Amortization of unrecognized employee benefit costs		64			783			194			1,516			161			130
Realized gains from sale of marketable securities		0			0			0			(6	)
Realized gains from settlement of cash flow hedges		(92	)		(167	)		(301	)		(322	)
Other comprehensive (loss) income		(5,539	)		4,793			(3,848	)		7,771
Realized losses (gains) from settlement of cash flow hedges														119			(209	)
Other comprehensive income														5,146			1,691
Comprehensive (loss) income		(8,239	)		3,044			(5,159	)		1,360			(9,647	)		3,080
Less: Comprehensive income attributable to noncontrolling interest		109			92			708			216			488			599
Comprehensive (loss) income attributable to Ampco-Pittsburgh	$	(8,348	)	$	2,952		$	(5,867	)	$	1,144		$	(10,135	)	$	2,481

	Common Stock		Additional Paid-in Capital			Retained Earnings (Deficit)			Accumulated Other Comprehensive Loss			Noncontrolling Interest		Total
Balance January 1, 2018	$	12,361	$	152,992		$	38,980		$	(45,392	)	$	2,820	$	161,761
Stock-based compensation				444											444
Comprehensive income:
Net income							941						448		1,389
Other comprehensive income										1,540			151		1,691
Comprehensive income													599		3,080
Other		1		(1	)					1					1
Balance March 31, 2018	$	12,362	$	153,435		$	39,921		$	(43,851	)	$	3,419	$	165,286

Balance January 1, 2019	$	12,495	$	154,889		$	(30,355	)	$	(49,434	)	$	5,374	$	92,969
Stock-based compensation				340											340
Comprehensive (loss) income:
Net (loss) income							(15,148	)					355		(14,793	)
Other comprehensive income										5,013			133		5,146
Comprehensive income (loss)													488		(9,647	)
Issuance of common stock including excess tax benefits of $0		18		54											72
Balance March 31, 2019	$	12,513	$	155,283		$	(45,503	)	$	(44,421	)	$	5,862	$	83,734

	Six Months Ended June 30,						Three Months Ended March 31,
	2018			2017			2019			2018
Net cash flows used in operating activities	$	(11,350	)	$	(10,562	)
Net cash flows used in operating activities - continuing operations							$	(7,089	)	$	(9,600	)

Cash flows from investing activities:
Purchases of property, plant and equipment		(5,934	)		(6,229	)		(1,379	)		(1,453	)
Proceeds from sale of investment in joint venture		0			1,000
Purchases of long-term marketable securities		(91	)		(56	)		(12	)		(89	)
Proceeds from sale of long-term marketable securities		186			87			80			128
Net cash flows used in investing activities		(5,839	)		(5,198	)
Net cash flows used in investing activities - continuing operations								(1,311	)		(1,414	)

Cash flows from financing activities:
Dividends paid		(35	)		(2,235	)
Repayment of debt		(496	)		(997	)		(27,080	)		(178	)
Proceeds from Revolving Credit and Security Agreement		19,971			8,300			29,217			16,052
Proceeds from credit facility		0			8,795
Payments on credit facility		0			(15,941	)
Net cash flows provided by (used in) financing activities		19,440			(2,078	)
Payments on Revolving Credit and Security Agreement								(3,500	)		0
Funding of discontinued operations								573			(2,256	)
Net cash flows (used in) provided by financing activities - continuing operations								(790	)		13,618

Effect of exchange rate changes on cash and cash equivalents		(803	)		784			(80	)		142
Net increase (decrease) in cash and cash equivalents		1,448			(17,054	)

Cash flows from discontinued operations:
Net cash flows provided by (used in) operating activities - discontinued operations								108			(1,252	)
Net cash flows used in investing activities - discontinued operations								(264	)		(1,496	)
Net cash flows (used in) provided by financing activities - discontinued operations								(573	)		2,256
Net cash flows used in discontinued operations								(729	)		(492	)

Net (decrease) increase in cash and cash equivalents								(9,999	)		2,254
Cash and cash equivalents at beginning of period		20,700			38,579			20,837			20,700
Cash and cash equivalents at end of period	$	22,148		$	21,525			10,838			22,954
Less: cash and cash equivalents of discontinued operations								(395	)		(1,552	)
Cash and cash equivalents of continuing operations at end of period							$	10,443		$	21,402

Supplemental information:
Income tax payments	$	918		$	769		$	212		$	82
Interest payments	$	830		$	796		$	370		$	240
Non-cash investing activities:
Non-cash investing and financing activities:
Purchases of property, plant and equipment included in accounts payable	$	1,200		$	1,223		$	780		$	737
Finance lease right-of-use assets exchanged for lease liabilities							$	453		$	0

The condensed consolidated balance sheet as of ~~June 30, 2018,~~March 31, 2019, and the condensed consolidated statements of operations, ~~and~~ comprehensive income (loss) ~~for the three~~, shareholders’ equity and ~~six months ended June 30, 2018, and 2017, and condensed consolidated statements of~~ cash flows for the ~~six~~three months ended ~~June 30,~~March 31, 2019, and 2018, ~~and 2017,~~ have been prepared by Ampco-Pittsburgh Corporation (the “Corporation”) without audit. In the opinion of management, all adjustments, consisting of only normal and recurring adjustments necessary to present fairly the financial position, results of operations and cash flows for the periods presented, have been made. The results of operations for the three ~~and six~~ months ended ~~June 30, 2018,~~March 31, 2019, are not necessarily indicative of the operating results expected for the full year.

In October 2018, the Board of Directors of the Corporation approved a plan to sell ASW Steel Inc. (“ASW”). See Note 2. Accordingly, the Corporation has presented the assets and liabilities of ASW as of March 31, 2019, and December 31, 2018, and its operating results and cash flows for the three months ended March 31, 2019, and 2018, as discontinued operations in the accompanying financial statements. All footnotes exclude balances and activity of ASW unless otherwise noted.

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 (“US GAAP”) have been condensed or omitted.

In ~~May~~August 2017, the Financial Accounting Standards Board ~~(the “FASB”~~(“FASB”) ~~issued ASU 2017-09,~~ ~~Scope of Modification Accounting~~, which provides guidance about which changes to the terms and conditions of a share-based payment award require an entity to apply modification accounting. The amendment will be applied prospectively to an award modified on or after January 1, 2018. The amended guidance became effective for the Corporation on January 1, 2018, and did not affect its financial position, operating results or liquidity.

~~In March 2017, the FASB issued ASU 2017-07,~~ ~~Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost~~, which requires an employer who offers defined benefit and postretirement benefit plans to report the service cost component of net periodic benefit cost in the same line item or items as other compensation costs arising from services rendered by employees during the period. The other components of net periodic benefit cost are required to be presented in the income statement separately from the service cost component and outside the subtotal of income from operations. The amendment also allows only the service cost component of net periodic benefit cost to be eligible for capitalization, when applicable. The amended guidance does not change the amount of net periodic benefit cost to be recognized, only where it is to be recognized in the income statement. The amended guidance became effective for the Corporation on January 1, 2018, and was applied retrospectively for the presentation of the service cost component and the other components of net periodic pension and other postretirement costs in the income statement. As permitted by the guidance, the Corporation used the amounts disclosed in its pension and other postretirement benefits footnote (Note 6) as the estimate to apply retrospectively. The guidance did not affect the Corporation’s financial position or liquidity. The effect of the retrospective guidance on the condensed consolidated statements of operations was as follows:

Three Months Ended June 30, 2017

Originally Presented

Reclassification for ASU 2017-07

As Adjusted

Costs of products sold (excluding depreciation and amortization)

$
92,017

$
35

$
92,052

Selling and administrative

14,903

150

15,053

Loss from operations

(2,015
)

(185
)

(2,200
)

Other – net

385

185

570

Other income (expense)

(321
)

185

(136
)

Loss before income taxes and equity income in joint venture

(2,336
)

0

(2,336
)

Six Months Ended June 30, 2017

Originally Presented

Reclassification for ASU 2017-07

As Adjusted

Costs of products sold (excluding depreciation and amortization)

$
176,680

$
153

$
176,833

Selling and administrative

30,201

229

30,430

Loss from operations

(4,382
)

(382
)

(4,764
)

Other – net

(697
)

382

(315
)
Other income (expense)

(2,531
)

382

(2,149
)

Loss before income taxes and equity income in joint venture

(6,913
)

0

(6,913
)

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

~~In May 2014, the FASB issued ASU 2014-09,~~ ~~Revenue from Contracts with Customers (Topic 606)~~. ASU 2014-09 and its related amendments outline a single comprehensive model to account for revenue from customer contracts and establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from a company’s contracts with customers. In accordance with Topic 606, a company recognizes revenue when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration a company expects to be entitled to receive in exchange for those goods or services. It also requires comprehensive disclosures regarding revenue recognition. The guidance became effective January 1, 2018, and could have been implemented on either a full or modified retrospective basis (cumulative-effect adjustment to January 1, 2018 retained earnings). The Corporation adopted the guidance using the modified retrospective approach and by applying it to those contracts that were not completed as of January 1, 2018. There was, however, no cumulative-effect adjustment to the Corporation’s retained earnings as of January 1, 2018, since the new guidance did not change the Corporation’s timing of revenue recognition, which continues to be at a point in time. See Note 15 for the additional disclosures.

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

~~In August 2017, the FASB~~ issued ASU 2017-12, Derivatives and Hedging, which amends and simplifies existing guidance to allow companies to present more accurately ~~present~~ the economic effects of risk management activities in the financial statements. The amended guidance ~~will be~~became effective for ~~interim~~the Corporation on January 1, 2019, and ~~annual periods beginning after December 15, 2018; however, early adoption is permitted. The Corporation is currently evaluating~~did not affect the ~~impact the guidance will have on its~~Corporation’s financial position, ~~and~~ operating ~~results. It will not, however, affect the Corporation’s~~results or liquidity.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize ~~assets~~a right-of-use (“ROU”) asset and ~~liabilities on the balance sheet~~lease liability for ~~the rights and obligations created by~~ all leases other than those with a term ~~of more~~less than one ~~year. Accounting by lessors will remain similar~~year and to ~~existing generally accepted accounting principles.~~disclose key information about certain leasing arrangements. The guidance ~~becomes~~became effective for the Corporation on January 1, 2019, and was applied on a modified retrospective basis (cumulative-effect adjustment to January 1, 2019 retained earnings). An operating lease ROU asset and operating lease liability equal to the present value of lease payments of $5,893 was recorded as of January 1, 2019. There was no cumulative-effect adjustment to the Corporation’s retained earnings as of January 1, 2019, since initial direct costs were insignificant. See Note 4 and Note 7, respectively, for the finance lease ROU assets recorded within Property, Plant and Equipment and the finance lease liabilities recorded within Debt as of March 31, 2019. ASU 2016-02 also provides an election for practical expedients which permit an entity not to reassess whether any expired or existing contracts contain leases, to carry forward the existing lease classification, and not to reassess initial direct costs associated with existing leases. The Corporation ~~is currently evaluating~~applied these practical expedients as part of its adoption. The new guidance did not affect the ~~impact~~Corporation’s operating results or liquidity.

There have been no recently issued accounting pronouncements applicable to the ~~guidance~~Corporation.

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

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

The assets and liabilities of ASW were as follows as of March 31, 2019, and December 31, 2018:

The following table presents the major classes of ASW’s line items constituting the “loss from discontinued operations, net of tax” in the condensed consolidated statements of operations for the three months ended March 31:

Net sales for the three months ended March 31, 2019, and 2018, include $3,138 and $13,672, respectively, of products sold by ASW to Union Electric Steel Corporation (“UES”), a subsidiary of the Corporation. Costs of products sold (excluding depreciation and amortization) approximated the same. In connection with the sale, the Corporation expects to enter into a long-term supply agreement for the supply of steel ingots.

Additionally, in March 2019, the Board of Directors of the Corporation approved a plan to sell certain assets of the Corporation’s Avonmore, Pennsylvania, cast roll manufacturing facility owned by Akers National Roll Company. In connection with the anticipated disposal, the Corporation recognized an impairment loss of $10,082 to record the assets to their estimated net realizable value. See Note 18.

At ~~June 30, 2018,~~March 31, 2019, and December 31, ~~2017,~~2018, approximately ~~39%~~33% and ~~42%~~36%, respectively, of the inventories were valued on the LIFO method with the remaining inventories valued on the FIFO method. Inventories were comprised of the following:

	June 30, 2018		December 31, 2017		March 31, 2019		December 31, 2018
Raw materials	$	22,717	$	24,249	$	20,813	$	19,615
Work-in-process		46,692		42,840		42,311		42,339
Finished goods		24,516		24,083		18,757		20,650
Supplies		18,031		16,389		11,552		11,592
Inventories	$	111,956	$	107,561	$	93,433	$	94,196

	June 30, 2018			December 31, 2017			March 31, 2019			December 31, 2018
Land and land improvements	$	11,887		$	12,172		$	9,934		$	10,207
Buildings		67,783			68,572			62,113			65,425
Machinery and equipment		340,650			340,396			321,146			332,378
Construction-in-process		7,456			5,019			4,289			3,499
Other		7,379			7,193			6,811			6,813
		435,155			433,352			404,293			418,322
Accumulated depreciation and amortization		(228,165	)		(218,372	)		(230,801	)		(232,661	)
Property, plant and equipment, net	$	206,990		$	214,980		$	173,492		$	185,661

The majority of the assets of the Corporation, except real property, ~~including the land and building of Union Electric Steel UK Limited (“UES-UK”),~~ is pledged as collateral for the Corporation’s Revolving Credit and Security Agreement (Note 7). Land and buildings of ~~UES-UK,~~Union Electric Steel UK Limited (“UES-UK”), equal to approximately ~~$2,770~~$2,733 (£2,098) at ~~June 30, 2018,~~March 31, 2019, are held as collateral by the trustees of the UES-UK defined benefit pension plan ~~(see Note 6)~~(Note 8). The gross value of finance lease ROU assets ~~under capital lease~~ and the related accumulated amortization as of ~~June 30, 2018,~~March 31, 2019, approximated ~~$3,695~~$3,687 and ~~$964,~~$967, respectively, and at December 31, ~~2017,~~2018, approximated ~~$4,082~~$3,716 and ~~$1,101,~~$1,340, respectively.

	June 30, 2018			December 31, 2017			March 31, 2019			December 31, 2018
Customer relationships	$	6,377		$	6,543		$	6,019		$	6,234
Developed technology		4,362			4,429			4,105			4,322
Trade name		2,605			2,696			2,371			2,497
		13,344			13,668			12,495			13,053
Accumulated amortization		(3,269	)		(2,647	)		(3,968	)		(3,828	)
Intangible assets, net	$	10,075		$	11,021		$	8,527		$	9,225

Movement in foreign currency exchange rates used to translate intangible assets from local currency to the U.S. dollar changed the gross value of intangible assets between the periods. Amortization expense forChanges during the three months ended ~~June 30, 2018, and 2017, was $308 and $301, respectively. Amortization expense for the six months ended June 30, 2018, and 2017, was $622 and $599.~~March 31, 2019, represent an impairment charge on intangible assets of Akers National Roll Company.

	June 30, 2018		December 31, 2017		March 31, 2019		December 31, 2018
Customer-related liabilities	$	17,003	$	18,512	$	15,462	$	16,439
Accrued interest payable		2,783		2,697		2,519		2,333
Accrued sales commissions		2,491		2,301		1,683		1,637
Other		9,930		13,579		10,254		8,578
Other current liabilities	$	32,207	$	37,089	$	29,918	$	28,987

Included in customer-related liabilities are costs expected to be incurred with respect to product 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:

	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2018			2017			2018			2017			2019			2018
Balance at beginning of the period	$	10,905		$	11,748		$	11,702		$	11,521		$	9,447		$	11,379
Satisfaction of warranty claims		(1,037	)		(850	)		(1,634	)		(1,720	)		(1,469	)		(1,792	)
Provision for warranty claims		975			934			1,988			1,953			1,450			893
Reversal of unneeded provision for warranty claims		(364	)		0			(1,604	)		0
Other, primarily impact from changes in foreign currency exchange rates		(357	)		285			(330	)		363			(64	)		38
Balance at end of the period	$	10,122		$	12,117		$	10,122		$	12,117		$	9,364		$	10,518

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

Changes in customer deposits consisted of the Union Electric Steel Harmon Creek Steelworkers Location, employee participation in the qualified domestic defined benefit pension plan was frozen effective June 1, 2018. Benefit accruals were replaced with employer contributions to the defined contribution plan equaling a non-elective contribution of 3% of compensation and a matching contribution up to 4% of compensation. The plan freeze resulted in a reduction of the liability of $1,726, using discount rates and other assumptions as of June 1, 2018, and a curtailment loss of $21.

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

Three Months Ended June 30,

Six Months Ended June 30,

Other Postretirement Benefit Plans

2018

2017

2018

2017

Service cost

$
126

$
181

$
228

$
353

Interest cost

122

132

247

304

Amortization of prior service credit

(401
)

(399
)

(803
)

(804
)
Amortization of actuarial gain

(53
)

(20
)

(115
)

(12
)
Net benefit income

$
(206
)

$
(106
)

$
(443
)

$
(159
)

	Three Months Ended March 31,
	2019			2018
Balance at beginning of the period	$	4,304		$	4,574
Satisfaction of performance obligations		(3,934	)		(2,512	)
Receipt of additional deposits		2,738			2,637
Other, primarily changes in foreign currency exchange rates		(77	)		3
Balance at end of the period	$	3,031		$	4,702

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

Availability under the 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 (i) LIBOR plus an applicable margin ranging between ~~1.25%~~1.75% to ~~1.75%~~2.25% based on the quarterly average excess availability or (ii) the base rate plus an applicable margin ranging between ~~0.25%~~0.75% to ~~0.75%~~1.25% based on the quarterly average excess availability. Additionally, the Corporation is required to pay a commitment fee ranging between 0.25% and 0.375% based on the daily unused portion of the credit facility. As of ~~June 30, 2018,~~March 31, 2019, the Corporation had outstanding borrowings under the Credit Agreement of ~~$40,320~~$40,037 (including ~~£1,000~~£3,000 of European borrowings for its U.K. subsidiary). Outstanding borrowings increased from December 31, 2018, to March 31, 2019, due to additional borrowings used to repay promissory notes in March 2019. The average interest rate for the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019, was approximately ~~2.64%~~2.22%. Additionally, the Corporation had utilized a portion of the credit facility for letters of credit (Note 8)9). As of ~~June 30, 2018,~~March 31, 2019, remaining availability under the Credit Agreement approximated ~~$37,000.~~$39,000, net of standard availability reserves.

~~The debt~~Borrowings outstanding under the 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 Credit Agreement contains customary affirmative and negative covenants and limitations, including, but not limited to, investments in certain of its subsidiaries, payment of dividends, incurrence of additional indebtedness, upstream distributions from subsidiaries, and acquisitions and divestures. The Corporation must also maintain a certain level of excess availability. If excess availability falls below the established threshold, or in an event of default, the Corporation will be required to maintain a minimum fixed charge coverage ratio of not less than 1.00 to 1.00. The Corporation was in compliance with the applicable bank covenants as of ~~June 30, 2018.~~March 31, 2019.

In 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 approximately five years each. If fully extended, the lease would expire in September 2058. UES also has the option to repurchase the Properties, which it may exercise in 2025, for a price equal to the greater of (i) 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 6% for the three months ended March 31, 2019.

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, using additional borrowings under the Credit Agreement.

In 2019, the Corporation amended retiree health benefits for one of its other postretirement benefit plans to a stipend and reimbursement plan, with the amendment becoming effective in 2020. Additionally, future hires will be no longer eligible for retiree medical or life insurance. Changes to retiree health benefits resulted in a remeasurement of the ~~Corporation~~liability, reducing the liability by $4,632, and a curtailment gain of $15.

Contributions were as ~~of June 30, 2018, and December 31, 2017, consisted of the following:~~follows:

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

Outstanding standby and commercial letters of credit as of ~~June 30, 2018,~~March 31, 2019, approximated ~~$21,340,~~$18,850, the majority of which serves as collateral for the IRB debt. In addition, the Corporation issued two surety bonds approximating $4,000 (SEK 33,900) to guarantee certain obligations under a credit insurance arrangement for certain of its foreign pension commitments.

See Note 911 for derivative instruments, Note 1615 for litigation and Note 1716 for environmental matters.

Net change and ending balances for the various components of accumulated other comprehensive loss as of and for the three months ended March 31, 2019, and 2018, is 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 either 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 ~~June 30, 2018,~~March 31, 2019, approximately ~~$20,519~~$20,917 of anticipated foreign-denominated sales has been hedged which are covered by fair value contracts settling at various dates through ~~October 2019.~~January 2020.

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 ~~June 30, 2018,~~March 31, 2019, approximately ~~46%~~49% or ~~$2,504~~$2,389 of anticipated copper purchases over the next 1110 months and 56% or ~~$557~~$496 of anticipated aluminum purchases over the next six months are hedged.

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

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

As of June 30, 2018, the Corporation has purchase commitments covering 47% or $467 of anticipated natural gas usage for 2018 for one of its subsidiaries. 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 approximated $396 and $818, respectively, for the three and six months ended June 30, 2018. There were no purchases of natural gas under previously existing commitments for the three and six months ended June 30, 2017.

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

(~~Losses) gains~~Losses on foreign exchange transactions included in other income (expense) approximated ~~$(881)~~$348 and ~~$361~~$67 for the three months ended ~~June 30,~~March 31, 2019, and 2018, ~~and 2017, respectively, and $(1,702) and $(703) for the six months ended June 30, 2018, and 2017,~~ respectively.

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

	Location	June 30, 2018		December 31, 2017			Location	March 31, 2019		December 31, 2018
Fair value hedge contracts	Other current assets	$	61	$	961		Other current assets	$	190	$	44
	Other noncurrent assets		0		0
	Other current liabilities		703		89		Other current liabilities		361		950
	Other noncurrent liabilities		45		1		Other noncurrent liabilities		0		70
Fair value hedged items	Receivables		326		(269	)	Receivables		686		232
	Other current assets		502		169		Other current assets		362		967
	Other noncurrent assets		77		16		Other noncurrent assets		0		105
	Other current liabilities		116		907		Other current liabilities		660		12
	Other noncurrent liabilities		0		0

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 ~~June 30,~~March 31, 2019, and 2018, ~~and 2017,~~ and the amount recognized as and reclassified from accumulated other comprehensive loss for each of the periods is summarized below. Amounts recognized as comprehensive income (loss) and reclassified from accumulated other comprehensive loss have no tax effect due to deferred income tax assets being fully valued in the related jurisdictions.

Three Months Ended June 30, 2018	Accumulated Other Comprehensive Income (Loss) Beginning of the Year			Plus Recognized as Comprehensive Income (Loss)			Less Gain Reclassified from Accumulated Other Comprehensive Loss		Accumulated Other Comprehensive Income (Loss) End of the Period
Three Months Ended March 31, 2019												Beginning of the Period			Recognized			Reclassified			End of the Period
Foreign currency purchase contracts	$	232		$	0		$	2	$	230		$	216		$	0		$	7		$	209
Futures contracts – copper and aluminum		(17	)		(6	)		90		(113	)		(280	)		268			(126	)		114
	$	215		$	(6	)	$	92	$	117		$	(64	)	$	268		$	(119	)	$	323
Three Months Ended June 30, 2017
Three Months Ended March 31, 2018
Foreign currency purchase contracts	$	209		$	0		$	6	$	203		$	239		$	0		$	7		$	232
Futures contracts – copper and aluminum		411			15			161		265			500			(315	)		202			(17	)
	$	620		$	15		$	167	$	468		$	739		$	(315	)	$	209		$	215
Six Months Ended June 30, 2018
Foreign currency purchase contracts	$	239		$	0		$	9	$	230
Futures contracts – copper and aluminum		500			(321	)		292		(113	)
	$	739		$	(321	)	$	301	$	117
Six Months Ended June 30, 2017
Foreign currency purchase contracts	$	216		$	0		$	13	$	203
Futures contracts – copper and aluminum		335			239			309		265
	$	551		$	239		$	322	$	468

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

	Location of Gain (Loss) in Statements	Estimated to be Reclassified in the Next			Three Months Ended June 30,				Six Months Ended June 30,				Location of Gain (Loss) in Statements	Estimated to be Reclassified in the Next		Three Months Ended March 31,
	of Operations	12 Months			2018		2017		2018		2017		of Operations	12 Months		2019			2018
Foreign currency purchase contracts	Depreciation and amortization	$	27		$	2	$	6	$	9	$	13	Depreciation and amortization	$	27	$	7		$	7
Futures contracts – copper and aluminum	Costs of products sold (excluding depreciation and amortization)		(113	)		90		161		292		309	Costs of products sold (excluding depreciation and amortization)		114		(126	)		202

The Corporation’s financial assets and liabilities that are reported at fair value in the condensed consolidated balance sheets as of March 31, 2019, and December 31, 2018, were as follows:

	Quoted Prices in Active Markets for Identical Inputs (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
As of March 31, 2019
Investments
Other noncurrent assets	$	3,973	$	0	$	0	$	3,973
Foreign currency exchange contracts
Other current assets		0		552		0		552
Other noncurrent assets		0		0		0		0
Other current liabilities		0		1,021		0		1,021
Other noncurrent liabilities		0		0		0		0
As of December 31, 2018
Investments
Other noncurrent assets	$	3,659	$	0	$	0	$	3,659
Foreign currency exchange contracts
Other current assets		0		1,011		0		1,011
Other noncurrent assets		0		105		0		105
Other current liabilities		0		962		0		962
Other noncurrent liabilities		0		70		0		70

The investments held as other noncurrent assets represent assets held in a “Rabbi” trust for the purpose of providing 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 of the variable-rate IRB debt and borrowings under the Credit Agreement approximate their carrying value. Additionally, the fair value of trade receivables and trade payables approximates their carrying value.

Net ~~change~~sales and ~~ending balances~~(loss) income from continuing operations before income taxes by geographic area for the ~~various components~~three months ended March 31, 2019, and 2018, are as outlined below. When disaggregating revenue, consideration is given to information regularly reviewed by the chief operating decision maker to evaluate the financial performance of ~~accumulated other comprehensive loss as of~~the operating segments and make resource allocation decisions. (Loss) income from continuing operations before income taxes for the ~~six~~three months ended ~~June 30, 2018, and 2017, is summarized below. All amounts are~~March 31, 2019, includes an impairment charge of $10,082 for the write-down of certain assets of the Corporation’s cast roll manufacturing facility in Avonmore, Pennsylvania to their net realizable value. See Note 18.

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, 2018, as originally presented

$
(11,932
)

$
(34,196
)

$
632

$
739

$
(44,757
)
Cumulative effect of ASU 2016-01

0

0

(632
)

0

(632
)
Balance at January 1, 2018, adjusted

(11,932
)

(34,196
)

0

739

(45,389
)
Net Change

(3,699
)

473

0

(622
)

(3,848
)
Balance at June 30, 2018

$
(15,631
)

$
(33,723
)

$
0

$
117

$
(49,237
)

Balance at January 1, 2017

$
(22,973
)

$
(38,636
)

$
59

$
551

$
(60,999
)
Net Change

7,178

395

281

(83
)

7,771

Balance at June 30, 2017

$
(15,795
)

$
(38,241
)

$
340

$
468

$
(53,228
)

~~The following summarizes~~ the ~~line items affected on the condensed consolidated statements of operations~~foreign net sales 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 anyeach of the periods ~~due~~are attributable 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. On January 1, 2018, ASU 2016-01 became effective, which requires entities to record changes in fair value for certain investments in equity securities through net income (loss) versus other comprehensive income (loss). Accordingly, no amounts for changes in the fair value of the Corporation’s marketable securities were reclassified from accumulated other comprehensive loss to net lossForged and Cast Engineered Products segment. Net sales by product line for the three ~~or six~~ months ended June 30, 2018. For the three or six months ended June 30, 2017, the Corporation reclassified an insignificant amount of realized gains from the sale of marketable securities to the condensed consolidated statement of operations.

Three Months Ended June 30,

Six Months Ended June 30,

2018

2017

2018

2017

Amortization of unrecognized employee benefit costs:

Other income

$
64

$
783

$
194

$
1,516

Income tax provision

0

0

0

0

Net of tax

$
64

$
783

$
194

$
1,516

Realized gains from settlement of cash flow hedges:

Depreciation and amortization (foreign currency purchase contracts)

$
(2
)

$
(6
)

$
(9
)

$
(13
)
Costs of products sold (excluding depreciation and amortization) (futures contracts – copper and aluminum)

(90
)

(161
)

(292
)

(309
)
Total before income tax

(92
)

(167
)

(301
)

(322
)
Income tax provision

0

0

0

0

Net of tax

$
(92
)

$
(167
)

$
(301
)

$
(322
)

	Three Months Ended March 31,
	2019		2018
Forged and cast mill rolls	$	77,286	$	67,488
Forged engineered products		8,004		17,758
Heat exchange coils		6,299		6,401
Centrifugal pumps		8,633		8,375
Air handling systems		7,272		6,393
	$	107,494	$	106,415

The Ampco-Pittsburgh Corporation 2016 Omnibus Incentive Plan (the “Incentive Plan”) authorizes the issuance of 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 non-qualified stock options, stock appreciation rights, restricted shares and restricted stock units, performance awards, other stock-based awards or short-term cash incentive awards. If any award is canceled, terminates, expires or lapses for any reason prior to the issuance of shares, or if shares are issued under the Incentive Plan and thereafter are forfeited to the Corporation, the shares subject to such awards and the forfeited shares will not count against the aggregate number of shares available under the Incentive Plan. Shares tendered or withheld to pay the option exercise price or tax withholding will continue

to count against the aggregate number of shares of common stock available for grant under the Incentive Plan. Any shares repurchased by the Corporation with cash proceeds from the exercise of options will not be added back to the pool of shares available for grant under the Incentive Plan.

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

The Incentive Plan also provides for equity-based awards during any one year to non-employee members of the Board of Directors, based on the grant date fair value, not to exceed $200. The limit does not apply to shares received by a non-employee director at his or her election in lieu of all or a portion of the director’s retainer for board service. ~~In May 2018, 72,170 shares of the Corporation’s common stock were granted to the non-employee directors.~~

Stock-based compensation expense for the three months ended ~~June 30,~~March 31, 2019, and 2018, equaled $305 and ~~2017, equaled $446 and $672, respectively. Stock-based compensation expense for the six months ended June 30, 2018, and 2017, equaled $1,112 and $1,336,~~$666, respectively. There was no income tax benefit for ~~any~~either 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.

~~The Corporation’s financial assets and liabilities that are reported at fair value in the condensed consolidated balance sheets as of June 30, 2018, and December 31, 2017, were as follows:~~

Quoted Prices
in Active
Markets for
Identical Inputs
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Total

As of June 30, 2018

Investments

Other noncurrent assets

$
4,064

$
0

$
0

$
4,064

Foreign currency exchange contracts

Other current assets

0

563

0

563

Other noncurrent assets

0

77

0

77

Other current liabilities

0

819

0

819

Other noncurrent liabilities

0

45

0

45

As of December 31, 2017

Investments

Other noncurrent assets

$
4,204

$
0

$
0

$
4,204

Foreign currency exchange contracts

Other current assets

0

1,130

0

1,130

Other noncurrent assets

0

16

0

16

Other current liabilities

0

996

0

996

Other noncurrent liabilities

0

1

0

1

The investments held as other noncurrent assets represent assets held in a “Rabbi” trust for the purpose of providing 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 of the variable-rate IRB debt and borrowings under the Credit Agreement approximate their carrying value. The fair value of the promissory notes, due in early 2019, approximates their carrying value. Additionally, the fair value of trade receivables and trade payables approximates their carrying value.

On December 22, 2017, the U.S. federal government enacted the Tax Cuts and Jobs Act (the “Tax Reform”), which became effective as of January 1, 2018. The Tax Reform lowered the U.S. corporate statutory income tax rate from 35% to 21%, implemented a modified territorial tax system and imposed a one-time tax on deemed repatriated earnings of foreign subsidiaries, which the Corporation recorded in the fourth quarter of 2017. Initially, no cash outlay due to the Tax Reform was expected as the Corporation had generated sufficient net operating losses in 2017. However, in 2018, the Internal Revenue

Service issued additional guidance allowing the taxpayer to elect to exclude the deemed repatriated earnings from the computation of net operating losses generated in tax year 2017. The Corporation will avail itself of the election and, as a result, the Corporation will be able to utilize a larger net operating loss carryback, increasing the amount of income tax refund available to it. The Corporation will remain liable for the one-time tax on the Corporation’s deemed repatriated earnings, which it plans to pay over a period of eight years, as prescribed in the statute.

In response to the Tax Reform, Staff Accounting Bulletin No. 118 (SAB 118) was issued in 2018 to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Reform. As of December 31, 2017, in accordance with SAB 118, the Corporation had made a reasonable estimate of the: (i) one-time repatriation transition tax; (ii) increased bonus depreciation for assets placed in service on or after September 27, 2017; and (iii) effects on the Corporation’s existing deferred tax balances, but had not completed its full accounting for the tax effects of the Tax Reform. The Corporation anticipates U.S. regulatory agencies may issue further regulations, which may alter this estimate. Accordingly, the Corporation will continue to analyze the Tax Reform and refine its provisional amounts, which could potentially impact the measurement of its tax balances. Additionally, the Corporation is continuing to analyze its earnings and profits in foreign jurisdictions and its deferred tax balances.

In January 2018, the FASB released guidance on the accounting for tax on the global intangible low-taxed income (“GILTI”) provisions of the Tax Reform. The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The guidance indicates that either accounting for deferred taxes related to GILTI inclusions or to treating any taxes on GILTI inclusions as period cost are both acceptable methods, subject to an accounting policy election. The Corporation is still evaluating the GILTI provisions and has not yet elected an accounting policy for GILTI.

The final determination of the tax effects of enactment of the Tax Reform will be completed within the measurement period of up to one year from the enactment date as permitted by SAB 118. Any adjustments to provisional amounts that are identified during the measurement period will be recorded in the reporting period in which the adjustment is determined.

~~Presented below are the net sales and (loss) income before income taxes for the Corporation’s two business segments. Other expense, including corporate costs~~, ~~for the six months ended June 30~~, 2018, includes the impact of a favorable contractual settlement with a third party of approximately $2,425 and higher pension and other postretirement benefit income of approximately $2,300, offset by interest, fees and early termination costs incurred in the prior year associated with the repayment of debt assumed in connection with a 2016 acquisition. Prior year amounts have been adjusted to include the effects of ASU 2017-07, which became effective on January 1, 2018.

Three Months Ended June 30,

Six Months Ended June 30,

     2018

      2017

      2018

       2017

Net sales:

Forged and Cast Engineered Products

$
102,986

$
88,358

$
196,894

$
170,060

Air and Liquid Processing

24,441

22,192

45,610

44,006

Total Reportable Segments

$
127,427

$
110,550

$
242,504

$
214,066

(Loss) income before income taxes:

Forged and Cast Engineered Products

$
(1,464
)

$
(446
)

$
(588
)

$
(1,169
)
Air and Liquid Processing

3,748

2,680

6,007

5,361

Total Reportable Segments

2,284

2,234

5,419

4,192

Other expense, including corporate costs

(4,436
)

(4,570
)

(6,623
)

(11,105
)
Total

$
(2,152
)

$
(2,336
)

$
(1,204
)

$
(6,913
)

The Forged and Cast Engineered Products segment produces steel rolls for rolling mills (“mill rolls”) and ingot, billet and open-die forged products (“forged engineered products”), principally for the oil and gas industry. The Air and Liquid Processing segment produces custom-engineered finned tube heat exchange coils and related heat transfer products, large custom-designed air handling systems and centrifugal pumps. The Corporation’s contracts with customers can be a purchase order from the customer, combined with an order acknowledgment from the Corporation, a longer-term supply agreement between the buyer and the Corporation, or a similar arrangement deemed to be normal and customary business practice for that particular customer or class of customer (collectively, a sales agreement). Sales agreements typically include a single performance obligation for the manufacturing of product which is satisfied upon transfer of control of the product to the customer.

Transfer of control is assessed based on alternative use of the product manufactured and, under the terms of the sales agreement, an enforceable right to payment for performance to date. Transfer of control, and therefore revenue recognition, occurs when title, ownership and risk of loss pass to the customer. Typically, this occurs when the product is shipped to the customer (i.e., FOB shipping point), delivered to the customer (i.e., FOB destination), or, for foreign sales, in accordance with trading guidelines known as Incoterms. Incoterms are standard trade definitions used in international contracts and are developed, maintained and promoted by the ICC Commission on Commercial Law and Practice. Shipping terms vary across the businesses and typically depend on the product, country of origin and type of transportation (truck or vessel).Litigation

The sales price required to be paid by the customer is fixed or determinable from the sales agreement. It is not subject to refund or adjustment, except for a variable-index surcharge provision which is known at the time of shipment and increases or decreases, as applicable, the selling price of a mill roll for corresponding changes in the published index cost of certain raw materials. The variable-index surcharge is recognized as revenue when the corresponding revenue for the inventory is recognized. Likelihood of collectability is assessed prior to acceptance of an order. There are no customer-acceptance provisions other than customer inspection and testing prior to shipment. Post-shipment obligations are insignificant. The Corporation provides a limited warranty on its products and may issue credit notes or replace products free of charge for valid claims. 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. Payment terms are standard to the industry and generally require payment 30 days after title transfers.

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

~~Net sales and (loss) income before income taxes and equity income in joint venture by geographic area for the three and six months ended June 30, 2018, and 2017, were as follows:~~

~~Net sales by product line for the three and six months ended June 30, 2018, and 2017, were as follows:~~

The liability for customer deposits is reversed when the Corporation satisfies its performance obligations and control of the inventory transfers to the customer, typically when title transfers. Performance obligations related to customer deposits are expected to be satisfied in less than one year. Changes in customer deposits consisted of the following:

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 ~~held~~reversed the District Court’s decision to compel arbitration on August 29, 2018. The plaintiffs filed a petition for rehearing, which was denied. Rather than litigating the merits of the case at the United States District Court for the Western District of Pennsylvania, the Corporation reached a settlement agreement in principle with the plaintiffs, which has been preliminarily approved by the court but remains subject to the court’s final approval subsequent to a hearing ~~in early May~~ to ~~consider whether the District Court erred in compelling arbitration. No decision has yet been rendered. While no assurance can~~ be ~~given as to the ultimate outcome of this matter, the Corporation believes that~~held on July 22, 2019. As expected, the final resolution of this ~~action~~settlement agreement 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 manufactured by predecessors of Air & Liquid (“Asbestos Liability”). Air & Liquid, and in some cases the Corporation, are defendants (among a number of defendants, often in excess of 50) in cases filed in various state and federal courts.

The following table reflects approximate information about the claims for Asbestos Liability against ~~the subsidiaries~~Air & Liquid and the Corporation for the ~~six~~three months ended ~~June 30,~~March 31, 2019, and 2018 ~~and 2017~~ (claims not in thousands):

	Six Months Ended June 30,						Three Months Ended March 31,
	2018			2017			2019			2018
Total claims pending at the beginning of the period		6,907			6,618			6,772			6,907
New claims served		627			709			333			287
Claims dismissed		(198	)		(185	)		(90	)		(112	)
Claims settled		(190	)		(176	)		(56	)		(78	)
Total claims pending at the end of the period ⁽¹⁾		7,146			6,966			6,959			7,004
Gross settlement and defense costs (in 000’s)	$	12,446		$	12,266		$	2,789		$	6,881
Avg. gross settlement and defense costs per claim resolved (in 000’s)	$	32.08		$	33.98		$	19.10		$	36.22

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

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

Products will erode coverage under the Settlement Agreements available to the Corporation and Air & Liquid for Asbestos Liability.

In 2006, the Corporation retained Hamilton, Rabinovitz & Associates, Inc. (“HR&A”), a nationally recognized expert in the valuation of asbestos liabilities, to assist the Corporation in estimating the potential liability for pending and unasserted future claims for Asbestos Liability. Based on this analysis, the Corporation recorded a reserve for Asbestos Liability claims pending or projected to be asserted through 2013 as of December 31, 2006. HR&A’s analysis has been periodically updated since that time. ~~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’ 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:

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

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 ~~June 30 2018,~~March 31, 2019, was ~~$137,304. While it is reasonably possible that the Corporation will incur additional charges for Asbestos Liability and defense~~$225,133. 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~~$152,508 ($~~91,292~~150,093 at ~~June 30, 2018)~~March 31, 2019).

The following table summarizes activity relating to insurance ~~recoveries.~~recoveries for each of the three months ended March 31, 2019, and 2018.

	Six Months Ended June 30,						Three Months Ended March 31,
	2018			2017			2019			2018
Insurance receivable – asbestos, beginning of the year	$	100,342		$	115,945		$	152,508		$	100,342
Settlement and defense costs paid by insurance carriers		(9,050	)		(9,009	)		(2,415	)		(4,954	)
Insurance receivable – asbestos, end of the period	$	91,292		$	106,936		$	150,093		$	95,388

The insurance receivable recorded by the Corporation does not assume any recovery from insolvent carriers and a substantial majority of the insurance recoveries deemed probable is from insurance companies rated A – (excellent) or better by A.M. Best Corporation. There can be no assurance, however, that there will not be further insolvencies among the relevant insurance carriers, or that the assumed percentage recoveries for certain carriers will prove correct. The difference between insurance recoveries and projected costs is not due to exhaustion of all insurance coverage for Asbestos Liability. The 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, with the next valuation to be completed in the latter part of 2018.~~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.

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 environmental compliance measures of approximately ~~$512~~$328 at ~~June 30, 2018,~~March 31, 2019, is considered adequate based on information known to date.

Presented below are the net sales and (loss) income from continuing operations before income taxes for the Corporation’s two business segments. For the three months ended March 31, 2019, the operating loss of the Forged and Cast Engineered Products segment includes an impairment charge of $10,082 associated with the anticipated sale of certain assets of Akers National Roll Company. For the three months ended March 31, 2018, other expense, including corporate costs, includes the impact of a favorable contractual settlement with a third party of approximately $2,425.

On May 6, 2019, Akers National Roll Company, a subsidiary of the Corporation, entered into a definitive agreement to sell certain assets, including real estate and personal property, of its Avonmore, Pennsylvania, cast roll manufacturing facility to an affiliate of WHEMCO, Inc. It is expected the transaction will close in the second half of 2019, following cessation of roll finishing operations once remaining customer commitments are fulfilled.

On May 9, 2019, the shareholders of the Corporation approved an amendment to the Corporation’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of the Corporation’s common stock from 20,000,000 shares to 40,000,000 shares.

The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a safe harbor for forward-looking statements made by or on the Corporation’s behalf. Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of the 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 we expect or anticipate will occur in the future, statements about sales levels, divestitures, restructuring, the effect of any impairment charges, profitability and anticipated expenses 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; a work stoppage or similar industrial action; currency fluctuations; inability of the Corporation to successfully consummate proposed divestitures or restructure its operations; limitations in availability of capital to fund our strategic plan; 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 for the year ended December 31, 2018, and subsequent filings. 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, we assume no obligation, and disclaim any obligation, to update forward-looking statements whether as a result of new information, events or otherwise.

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

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

The Forged and Cast Engineered Products segment had been operating at levels significantly below capacity and, in April 2017, we temporarily idled a portion of one of our cast roll plants. With respect to the roll market, althoughRoll market conditions in the United States and Europe ~~and other world regions remain difficult,~~continue to benefit from the trade protectionist ~~acts (tariffs) and reduced output from China appear to be benefitting our two largest markets – North America and Europe. Conversely, recent~~acts. However, tariffs ~~imposed~~ on U.S imports of primary steel ~~and aluminum~~ products from Canada ishave adversely ~~impacting~~impacted our Canadian operations and ~~may impact~~ the cost structure of our forged engineered products. ~~The Corporation, however, is currently seeking relief through available channels.~~ With respect to the oil and gas market, ~~while demand~~the slowdown in the second half of 2018 continued through the first quarter of 2019.

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

In March 2019, the Board of Directors of the Corporation approved a plan to sell a cast roll manufacturing facility located in Avonmore, PA (the “Avonmore Plant”), owned by the Corporation’s subsidiary, Akers National Roll Company (“ANR”). On May 6, 2019, ANR entered into a definitive agreement to sell the Avonmore Plant, including real estate and personal property related thereto,

to an affiliate of WHEMCO, Inc. Excess capacity and high operating costs in our cast roll system have made operation of the Avonmore Plant unsustainable. It is ~~typically correlated~~expected the transaction will close in the second half of 2019, once remaining customer orders are completed. In connection with the anticipated sale, we recorded an impairment charge of $10,082 in the first quarter of 2019, to record the assets at their estimated net realizable value. See Note 2 to the ~~market price of oil and gas, which remains elevated, order intake has slowed due to inventory adjustments in the supply chain.~~Condensed Consolidated Financial Statements.

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-fuel~~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.

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

Consolidated Results offrom Continuing Operations for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~

Net sales were ~~$127,427~~$107,494, and ~~$242,504, and $110,550 and $214,066,~~$106,415, for the three ~~and six~~ months ended ~~June 30,~~March 31, 2019, and 2018, ~~and 2017,~~ respectively. Backlog approximated ~~$337,785~~$349,386 at ~~June 30, 2018,~~March 31, 2019, versus ~~$326,379~~$343,079 as of December 31, ~~2017,~~2018, and ~~$300,971~~$345,816 at ~~June 30, 2017.~~March 31, 2018. A discussion of sales and backlog for our two segments is included below.

Costs of products sold, excluding depreciation and amortization, as a percentage of net sales was higher for the three ~~and six~~ months ended ~~June 30, 2018,~~March 31, 2019, when compared to the three ~~and six~~ months ended ~~June 30, 2017.~~March 31, 2018. The increase is primarily due to ~~higher raw material~~lower production volumes for forged engineered products, particularly to the oil and ~~operating costs~~gas industry, and ~~unabsorbed costs, including costs associated with a~~product mix for our cast roll ~~foundry that was temporarily idled in the second quarter of 2017. A higher volume of shipments and improved~~operations. Improved pricing helped to offset the impact.

Selling and administrative expenses were comparable for the three and six months ended June 30, 2018, and 2017. While the prior year periods include proceeds from the recovery of a portion of a trade receivable associated with a customer in bankruptcy, the current year periods benefitted from lower employee-related costs.

~~Loss from operations~~ decreased for the three months ended ~~June 30, 2018,~~March 31, 2019, when compared to the three months ended March 31, 2018. The current period includes higher professional fees associated with our overall corporate restructuring plan; however, the impact was more than offset by lower employee-related costs, commissions, and ~~2017, approximated $1,626~~research and ~~$2,200, and $2,729 and $4,764~~development expense.

Impairment charge represents the write down of certain assets of our Avonmore facility to their estimated net realizable value (the “Impairment Charge”).

Loss from continuing operations for the ~~six~~three months ended ~~June 30,~~March 31, 2019, approximated $11,959 and includes the Impairment Charge of $10,082 and professional fees associated with our overall corporate restructuring plan and employee severance costs due to a reduction in force (the “Restructuring-Related Costs”) undertaken and completed in the first quarter of 2019 of $921. By comparison, loss from continuing operations for the three months ended March 31, 2018, approximated $1,777.

Net sales and ~~2017, respectively. A discussion of~~ operating results ~~for our two segments is included below.~~by segment

Forged and Cast Engineered Products.Sales for the ~~three~~Forged and ~~six~~Cast Engineered Products segment for the three months ended ~~June 30,~~March 31, 2019, and 2018, ~~increased when compared to the same periods~~were comparable. While shipments of ~~prior year due to higher sales of mill rolls, both~~ forged and cast ~~and~~rolls improved, sales of forged engineered products ~~primarily for~~decreased. Specifically, sales of frac blocs to the oil and gas ~~industry. When compared to~~industry decreased from a year ago as the ~~prior year, operating results declined~~market decline in the second half of 2018 continued through the first quarter ~~over quarter but remained slightly better on a year-to-date basis. The higher volume~~ of ~~shipments, and better pricing, contributed approximately $1,400 and $7,700 to operating~~2019. Operating results for the three ~~and six~~ months ended ~~June 30, 2018,~~March 31, 2019, decreased by $10,235 from a year ago, and includes the Impairment Charge of $10,082. Backlog approximated $295,724 at March 31, 2019, compared to the three and six months ended June 30, 2017. However, higher operating costs, the loss of a key customer due to a plant closure, and the negative impact of lost sales and plant cost absorption driven by tariffs imposed by the U.S. on our Canadian subsidiary negatively impacted operating results. Additionally, the prior year periods include proceeds of $1,322 for the recovery of a portion of a trade receivable associated with a customer in bankruptcy. Backlog approximated $287,543$298,723 at ~~June 30, 2018, against $285,941 as of~~ December 31, ~~2017,~~2018, and ~~$249,100~~$299,505 at ~~June 30, 2017. Backlog~~March 31, 2018. Quarter-end backlog for mill rolls ~~increased~~was comparable to backlog at ~~June 30,~~December 31, 2018, ~~when compared to each of the periods~~and approximately 5% higher than a year ago due to improved demand ~~particularly for cast mill rolls.~~and pricing. By comparison, backlog for forged engineered products ~~declined~~was less at ~~June 30, 2018, from~~March 31, 2019, when compared to each of the earlier periods, as a result of ~~excess inventory~~the ongoing softening in the ~~supply chain.~~oil and gas industry. Approximately ~~$108,668~~$68,790 of the current backlog is expected to ship after ~~2018.~~2019.

Air and Liquid Processing. Net sales for the three ~~and six~~ months ended ~~June 30, 2018, improved against~~March 31, 2019, increased when compared to the same ~~periods~~period of the prior ~~year attributable to increased~~year. Sales of air handling units benefitted from a higher opening backlog resulting from improved demand while sales ~~of custom air handlers and heat exchange coils. Sales~~ of centrifugal pumps ~~decreased in the current year periods principally~~improved due to a higher volume of shipments to U.S. Navy shipbuilders. Sales of heat exchange coils continue to be adversely impacted by a lower volume of ~~commercial pump shipments.~~shipments to the nuclear and fossil-fueled power generation market. Operating income for the ~~current year periods increased when compared to same periods of~~quarter decreased by approximately 5% from the prior year ~~as a result of the higher level of sales and~~primarily due to product mix. ~~Backlog~~ At March 31, 2019, backlog

approximated ~~$50,242~~$53,662 which compares to $44,356 at ~~June 30, 2018, against $40,438 as of~~ December 31, ~~2017, with each of~~2018, and $46,311 at March 31, 2018. The increase in backlog over the ~~product lines benefitting from higher order intake. Backlog at June 30, 2018, was comparable~~prior periods is primarily attributable to ~~a year ago.~~orders for U.S. Navy shipbuilders. The majority of the current backlog ~~will~~is expected to ship in ~~2018.~~2019.

Interest expense for the current ~~quarter exceeded~~year period increased over the comparable prior year period principally due to interest on the sale and leaseback financing transaction completed in September 2018, offset by lower interest on promissory notes which were repaid on March 4, 2019.

Other income (expense) net decreased for the three months ended March 31, 2019, when compared to the same period of the prior ~~year~~year. The decrease is principally due to higher borrowings under our revolving credit facility. Similarly, borrowings under the revolving credit facility were higher for the six months ended June 30, 2018; however, we incurred interest, fees and early termination costs in the prior year associated with the repayment of debt assumed in connection with a ~~2016 acquisition. Accordingly, interest expense for the six-month periods was comparable.~~

~~Other income (expense)~~ approximated $(526) and $(136) for the three months ended June 30, 2018, and 2017, and $1,525 and $(2,149) for the six months ended June 30, 2018, and 2017 respectively. The year-to-date improvement is primarily due to afavorable contract settlement with a third party in the first quarter of ~~approximately $2,425 and higher pension and other postretirement benefit income~~2018 of ~~approximately $2,300. The balance of the change is attributable to fluctuations in foreign exchange gains and losses.~~$2,425.

Income tax (provision) benefit ~~approximated $(548) and $102~~ for each of the ~~three months ended June 30, 2018, and 2017, and $(107) and $(33) for the six months ended June 30, 2018, and 2017, respectively. The income tax provision for the current year~~ periods includes income taxes associated with our profitable operations. An income tax benefit is not able to be recognized on losses of certain of our entities since they remain in a three-year cumulative loss position. ~~The~~Additionally, the income tax ~~(provision) benefit~~provision for the ~~six~~three months ended ~~June 30,~~March 31, 2018, ~~also includes~~includes: (i) a $1,242 benefit from the release of a valuation allowance previously established against the deferred income tax assets of one of our foreign subsidiaries on the basis that isit was “more likely than not” the deferred income tax assets would be ~~realized.~~realized, (ii) a benefit for the carryback of additional 2017 tax losses of $986, and (iii) a refund of AMT credits of $489. The additional benefit was partially offset by recognition of a one-time tax on the deemed repatriation of previously untaxed foreign earnings of approximately ~~$660. Specifically,~~$2,135.

Net (loss) income from continuing operations and (loss) income per common share for the three months ended March 31, 2019, and 2018, equaled $(12,551), or $(1.00) per common share, and $1,458, or $0.12 per common share, respectively. The Impairment Charge recorded in the first quarter of ~~2018,~~2019, adversely impacted net (loss) from continuing operations by $10,082, or $0.81 per common share.

As indicated, in March 2019, the ~~Internal Revenue Service issued additional guidance with respect to certain provisions~~Board of Directors of the ~~Tax Cuts and Jobs Act (the “Tax Reform”), which was enacted on December 22, 2017. The additional guidance allows~~Corporation approved a ~~taxpayer~~plan to ~~exclude~~sell the ~~deemed repatriated earnings from~~Avonmore Plant owned by ANR. In connection with the ~~computation~~anticipated disposal, we recognized the Impairment Charge of $10,082 to record the assets to their estimated net ~~operating losses generated in tax year 2017 and, instead, record a one-time tax charge in tax year 2018.~~realizable value. We ~~intend to avail ourselves of the election, which will enable us to utilize a larger net operating loss carryback and increase the amount of income tax refund available to us. Accordingly, we~~also recorded the ~~one-time tax charge~~Restructuring-Related Costs of $921 during the quarter, which consisted of professional fees associated with our overall corporate restructuring plan and employee severance costs associated with a reduction in force undertaken and completed in the first quarter of ~~2018.~~2019.

We present below non-GAAP adjusted income from continuing operations, which we calculate as our loss from continuing operations, excluding the Impairment Charge, the Restructuring-Related Costs and estimated excess costs associated with ANR. 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 is not comparable to similarly-titled measures presented by other companies.

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

Adjusted income 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 from continuing operations rather than loss from continuing operations which is the nearest GAAP equivalent. Among other things, estimated excess costs of ANR, which is excluded from the adjusted non-GAAP financial measure, necessarily reflect 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. Estimated excess costs of ANR will continue until the Avonmore Plant is sold and additional costs could be incurred in conjunction with the sale. Also, there can be no assurance that additional charges similar to the Impairment Charge and the Restructuring-Related Costs will not occur in future periods.

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

The following is a reconciliation of loss from continuing operations to non-GAAP adjusted income from continuing operations for the three-month periods ended March 31, 2019, and 2018, respectively:

Results from Discontinued Operations for the Three Months Ended March 31, 2019 and 2018

Net loss from discontinued operations, net of tax, and ~~earnings per common share~~ ~~for the three and six months ended June 30, 2018, equaled $(2,994), or $(0.24) per common share, and $(2,053), or $(0.17) per common share, respectively. Net~~ loss ~~and earnings~~from discontinued operations per common share for the three ~~and six~~ months ended ~~June 30, 2017,~~March 31, 2019, and 2018, equaled ~~$(1,913)~~$(2,242), or ~~$(0.16)~~$(0.18) per common share, and ~~$(6,696)~~$(69), or ~~$(0.54)~~$(0.01) per common share, respectively. The loss is associated with ASW, which is held for sale. The higher loss from a year ago is attributable to a lower volume of shipments to the U.S. due to tariffs imposed by the U.S. on imports of primary steel, lower demand of ingot feedstock for the production of forged engineered products for the oil and gas industry, and changes in product mix.

Net cash flows used in operating activities ~~increased~~for continuing operations for the ~~six~~three months ~~June 30, 2018,~~ended March 31, 2019, improved slightly when compared to the ~~six~~three months ended ~~June 30, 2017.~~March 31, 2018. Although we recorded an impairment charge associated with the anticipated sale of certain of the assets of our Avonmore cast roll facility, the charge was a non-cash charge and, accordingly, did not impact our net cash flows used in operating activities. The increase in accounts receivable from December 31, 2018, to March 31, 2019, is ~~principally due~~attributable to ~~additional investment in trade working capital~~higher first quarter 2019 sales when compared to ~~meet~~fourth quarter of 2018, and the increase in accounts payable from December 31, 2018, to March 31, 2019, is a result of our ~~business activity.~~ongoing effort to achieve a better balance and duration of trade receivables and trade payables as part of our overall working capital management effort.

Net cash flows used in investing activities for continuing operations were comparable for the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019, and 2017. While capital expenditures for 2018 are slightly less than the same period for 2017, the prior year period includes proceeds from the sale of a portion of our interest in a Chinese forged roll joint venture.2018. As of ~~June 30, 2018,~~March 31, 2019, commitments for future capital expenditures approximated ~~$3,000~~$1,600 which is expected to be spent over the next ~~12-18~~12 months.

Net cash flows (used in) provided by ~~(used in)~~ financing activities for continuing operations fluctuated ~~primarily~~ as a result of borrowing activity. ~~During the first half of 2018,~~In 2019, we borrowed ~~$19,971 under our revolving credit facility. By comparison, during the first half of 2017, we borrowed $8,300 under~~from our revolving credit facility ~~which was partially offset by the repayment of debt assumed~~to repay promissory notes (and interest) that were issued in connection with a 2016 acquisition. ~~Dividends~~By comparison, borrowings from the revolving credit facility in 2018 were ~~suspended~~reinvested in ~~June 2017. Dividends paid in subsequent periods represent dividends paid on previously granted incentive awards (restricted stock units) that became vested.~~our businesses.

As a result of the above, cash and cash equivalents ~~increased $1,448~~decreased by $9,270 in ~~2018,~~2019, and ended the period at ~~$22,148 (of which approximately $12,022 is held by foreign operations)~~$10,443 in comparison to ~~$20,700~~$19,713 at December 31, ~~2017 (of which approximately $15,809 was~~2018. As of March 31, 2019, the majority of our cash and cash equivalents are held by our foreign ~~operations).~~ operations. In an effort to minimize borrowings under our revolving credit facility, we have instituted a springing lock-box feature whereby domestic customer remittances to the lock-box are used to pay down borrowings under our revolving credit facility. Accordingly, minimal cash is maintained by our domestic operations.

Cash held by our foreign operations is considered to be permanently reinvested; accordingly, a provision for estimated local and withholding tax has not been made. If we were to remit any foreign earnings to the U.S., the estimated tax impact would be insignificant.

Funds on hand, funds generated from future operations and availability under our revolving credit facility ~~(approximately $37,000 at June 30, 2018)~~ are expected to be sufficient to finance our operational and capital expenditure requirements. As of March 31, 2019, remaining availability under the revolving credit facility approximated $39,000, net of standard availability reserves. While the revolving credit agreement limits the amount of

distributions upstream, we have not historically relied on or have been dependent on distributions from our subsidiaries and are not expected to be in the future.

The Corporation’s critical accounting policies, as summarized in its Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2018, remain unchanged.

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, 2017. 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, 2017.~~Not applicable.

The information contained in Note 1615 to the condensed consolidated financial statements (Litigation) is incorporated herein by reference.

There are no material changes to the Risk Factors contained in Item 1A to Part I of the Corporation’s Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018.

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.



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


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

Non-accelerated filer	☐	Smaller reporting company	☐☒


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1 par value	AP	New York Stock Exchange

			Page No.
Part I –	Financial Information:

	Item 1 –	Financial Statements (Unaudited)

		Condensed Consolidated Balance Sheets – ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018	3

		Condensed Consolidated Statements of Operations – Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~	4

		Condensed Consolidated Statements of Comprehensive Income (Loss) – Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~	5
		Condensed Consolidated Statements of Shareholders’ Equity – Three Months Ended March 31, 2019 and 2018	6

		Condensed Consolidated Statements of Cash Flows – ~~Six~~Three Months Ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~	67

		Notes to Condensed Consolidated Financial Statements	78

	Item 2 –	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

	Item 3 –	Quantitative and Qualitative Disclosures About Market Risk	2425

	Item 4 –	Controls and Procedures	2425

Part II –	Other Information:

	Item 1 –	Legal Proceedings	2526

	Item 1A –	Risk Factors	2526

	Item 6 –	Exhibits	2526

Signatures			2627

	March 31, 2019			December 31, 2018
Cash and cash equivalents	$	395		$	1,124
Receivables		7,303			6,928
Inventories		11,780			13,764
Other assets		1,463			1,708
Property, plant and equipment, net		11,813			11,714
Estimated charge for impairment		(15,000	)		(15,000	)
Current assets of discontinued operations	$	17,754		$	20,238

Accounts payable	$	9,123		$	8,890
Accrued payrolls and employee benefits		140			178
Other current liabilities		523			390
Current liabilities of discontinued operations	$	9,786		$	9,458

	Three Months Ended June 30, 2017
		Originally Presented			Reclassification for ASU 2017-07			As Adjusted
Costs of products sold (excluding depreciation and amortization)		$	92,017		$	35		$	92,052
Selling and administrative			14,903			150			15,053
Loss from operations			(2,015	)		(185	)		(2,200	)

Other – net			385			185			570
Other income (expense)			(321	)		185			(136	)

Loss before income taxes and equity income in joint venture			(2,336	)		0			(2,336	)

		Six Months Ended June 30, 2017
		Originally Presented			Reclassification for ASU 2017-07			As Adjusted
Costs of products sold (excluding depreciation and amortization)		$	176,680		$	153		$	176,833
Selling and administrative			30,201			229			30,430
Loss from operations			(4,382	)		(382	)		(4,764	)

Other – net			(697	)		382			(315	)
Other income (expense)			(2,531	)		382			(2,149	)

Loss before income taxes and equity income in joint venture			(6,913	)		0			(6,913	)

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

	Three Months Ended June 30,						Six Months Ended June 30,
U.S. Defined Benefit Pension Plans	2018			2017			2018			2017
Service cost	$	474		$	410		$	809		$	821
Interest cost		2,071			2,099			4,111			4,197
Expected return on plan assets		(3,319	)		(3,128	)		(6,603	)		(6,255	)
Amortization of prior service cost		12			14			25			27
Amortization of actuarial loss		380			1,002			855			1,938
Curtailment loss		21			0			21			0
Net benefit (income) cost	$	(361	)	$	397		$	(782	)	$	728

	Three Months Ended June 30,						Six Months Ended June 30,
Foreign Defined Benefit Pension Plans	2018			2017			2018			2017
Service cost	$	164		$	92		$	275		$	182
Interest cost		354			458			718			903
Expected return on plan assets		(658	)		(556	)		(1,330	)		(1,094	)
Amortization of prior service credit		(85	)		0			(173	)		0
Amortization of actuarial loss		190			186			384			367
Net benefit (income) cost	$	(35	)	$	180		$	(126	)	$	358

	Three Months Ended June 30,						Six Months Ended June 30,
Other Postretirement Benefit Plans	2018			2017			2018			2017
Service cost	$	126		$	181		$	228		$	353
Interest cost		122			132			247			304
Amortization of prior service credit		(401	)		(399	)		(803	)		(804	)
Amortization of actuarial gain		(53	)		(20	)		(115	)		(12	)
Net benefit income	$	(206	)	$	(106	)	$	(443	)	$	(159	)

	March 31, 2019			December 31, 2018
Revolving Credit and Security Agreement	$	40,037		$	14,320
Sale and leaseback financing obligation		18,626			18,518
Promissory notes (and interest)		0			26,205
Industrial Revenue Bonds ("IRB")		13,311			13,311
Minority shareholder loan		3,858			4,056
Finance lease liabilities		1,485			1,199
Outstanding borrowings		77,317			77,609
Debt – current portion		(19,256	)		(45,728	)
Long-term debt	$	58,061		$	31,881

	Foreign Currency Translation Adjustments			Unrecognized Employee Benefit Costs			Cash Flow Hedges			Accumulated Other Comprehensive Loss
Balance at January 1, 2019	$	(18,642	)	$	(30,902	)	$	(64	)	$	(49,608	)
Net Change		449			4,310			387			5,146
Balance at March 31, 2019	$	(18,193	)	$	(26,592	)	$	323		$	(44,462	)

Balance at January 1, 2018	$	(11,932	)	$	(34,196	)	$	739		$	(45,389	)
Net Change		2,498			(283	)		(524	)		1,691
Balance at March 31, 2018	$	(9,434	)	$	(34,479	)	$	215		$	(43,698	)

	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, 2018, as originally presented	$	(11,932	)	$	(34,196	)	$	632		$	739		$	(44,757	)
Cumulative effect of ASU 2016-01		0			0			(632	)		0			(632	)
Balance at January 1, 2018, adjusted		(11,932	)		(34,196	)		0			739			(45,389	)
Net Change		(3,699	)		473			0			(622	)		(3,848	)
Balance at June 30, 2018	$	(15,631	)	$	(33,723	)	$	0		$	117		$	(49,237	)

Balance at January 1, 2017	$	(22,973	)	$	(38,636	)	$	59		$	551		$	(60,999	)
Net Change		7,178			395			281			(83	)		7,771
Balance at June 30, 2017	$	(15,795	)	$	(38,241	)	$	340		$	468		$	(53,228	)

									(Loss) Income Before Income Taxes and
	Net Sales								Equity Income in Joint Venture
	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended June 30,						Six Months Ended June 30,
	2018		2017		2018		2017		2018			2017			2018			2017
United States	$	65,601	$	60,590	$	124,152	$	116,092	$	(1,347	)	$	(5,805	)	$	(3,522	)	$	(10,691	)
Foreign		61,826		49,960		118,352		97,974		(805	)		3,469			2,318			3,778
	$	127,427	$	110,550	$	242,504	$	214,066	$	(2,152	)	$	(2,336	)	$	(1,204	)	$	(6,913	)

	(Loss) from Continuing Operations
	Three Months Ended March 31,
	2019			2018
Loss from continuing operations, as reported (GAAP)	$	(11,959	)	$	(1,777	)
Impairment Charge ⁽¹⁾		10,082			0
Restructuring-Related Costs ⁽²⁾		921			0
Estimated excess costs of ANR ⁽³⁾		2,202			2,308
Income from continuing operations as adjusted (Non-GAAP)	$	1,246		$	531


~~(10.1)~~(3.1)		Amendment of Amended and Restated Articles of Incorporation, effective as of May 9, 2019, filed herewith.
		~~Offer Letter between the Corporation and J. Brett McBrayer, dated June 16, 2018, incorporated by reference to Form 8-K filed on June 27, 2018.~~
~~(10.2)~~	~~Ampco-Pittsburgh Corporation Executive Severance Plan, effective June 21, 2018, incorporated by reference to Form 8-K filed on June 27, 2018.~~
~~(10.3)~~	~~Retirement and Consulting Agreement, effective June 30, 2018, between Ampco-Pittsburgh Corporation and John S. Stanik, incorporated by reference to Form 8-K filed on July 16, 2018.~~
(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)

	AMPCO-PITTSBURGH CORPORATION

DATE: ~~August 9, 2018~~May 10, 2019	BY:	/s/ J. Brett McBrayer
		J. Brett McBrayer
		Director and Chief Executive Officer

DATE: ~~August 9, 2018~~May 10, 2019	BY:	/s/ Michael G. McAuley
		Michael G. McAuley
		Senior Vice President, Chief Financial Officer and Treasurer