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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

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

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

On ~~November 1, 2019, 12,642,309~~May 6, 2020, 12,658,844 common shares were outstanding.

	September 30, 2019			December 31, 2018			March 31, 2020			December 31, 2019
Assets
Current assets:
Cash and cash equivalents	$	9,829		$	19,713		$	13,942		$	6,960
Receivables, less allowance for doubtful accounts of $2,827 in 2019 and $978 in 2018		77,081			69,448
Receivables, less allowance for doubtful accounts of $3,482 in 2020 and $3,041 in 2019								75,228			81,783
Inventories		86,976			94,196			82,387			82,289
Insurance receivable – asbestos		17,000			17,000			16,000			16,000
Other current assets		6,687			7,271			10,480			6,380
Current assets of discontinued operations		0			20,238
Total current assets		197,573			227,866			198,037			193,412
Property, plant and equipment, net		164,579			185,661			161,512			166,392
Operating lease right-of-use assets		5,428			0			4,673			4,263
Insurance receivable – asbestos		124,032			135,508			116,870			120,932
Deferred income tax assets		3,075			3,188			2,886			2,997
Intangible assets, net		7,709			9,225			6,986			7,625
Investments in joint ventures		2,175			2,175			2,175			2,175
Other noncurrent assets		8,942			7,496			8,268			8,764
Total assets	$	513,513		$	571,119		$	501,407		$	506,560
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	36,445		$	38,900		$	36,187		$	33,271
Accrued payrolls and employee benefits		20,244			20,380			21,483			22,266
Debt – current portion		20,041			45,728			21,085			20,363
Operating lease liabilities – current portion		618			0			715			612
Asbestos liability – current portion		24,000			24,000			21,000			21,000
Other current liabilities		28,132			28,987			28,964			26,720
Current liabilities of discontinued operations		0			9,458
Total current liabilities		129,480			167,453			129,434			124,232
Employee benefit obligations		71,162			72,658			81,433			83,936
Asbestos liability		188,953			203,922			180,427			186,633
Deferred income tax liabilities		609			164
Long-term debt		55,026			31,881			47,139			50,494
Noncurrent operating lease liabilities		4,810			0			3,958			3,651
Deferred income tax liabilities								505			543
Other noncurrent liabilities		2,258			2,072			2,332			1,455
Total liabilities		452,298			478,150			445,228			450,944
Commitments and contingent liabilities (Note 9)
Shareholders’ equity:
Common stock – par value $1; authorized 40,000 shares in 2019 and 20,000 shares in 2018; issued and outstanding 12,642 shares in 2019 and 12,495 shares in 2018		12,642			12,495
Common stock – par value $1; authorized 40,000 shares; issued and outstanding 12,659 shares in 2020 and 12,652 shares in 2019								12,659			12,652
Additional paid-in capital		155,955			154,889			156,602			156,251
Retained deficit		(54,416	)		(30,355	)		(47,199	)		(51,341	)
Accumulated other comprehensive loss		(59,127	)		(49,434	)		(72,937	)		(68,662	)
Total Ampco-Pittsburgh shareholders’ equity		55,054			87,595			49,125			48,900
Noncontrolling interest		6,161			5,374			7,054			6,716
Total shareholders’ equity		61,215			92,969			56,179			55,616
Total liabilities and shareholders’ equity	$	513,513		$	571,119		$	501,407		$	506,560

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2019			2018			2019			2018			2020			2019
Net sales	$	90,872		$	98,824		$	300,885		$	323,610		$	91,063		$	107,494
Operating costs and expenses:
Costs of products sold (excluding depreciation and amortization)		75,475			82,007			250,232			268,500			70,160			90,221
Selling and administrative		12,365			13,999			40,179			43,128			11,830			13,885
Depreciation and amortization		4,502			5,361			14,411			16,409			4,699			5,259
Impairment charge		0			0			10,082			0			0			10,082
(Gain) loss on disposal of assets		(130	)		304			(67	)		386
Loss on disposal of assets														23			6
Total operating expenses		92,212			101,671			314,837			328,423			86,712			119,453
Loss from continuing operations		(1,340	)		(2,847	)		(13,952	)		(4,813	)
Income (loss) from continuing operations														4,351			(11,959	)
Other income (expense):
Investment-related income		19			433			1,419			500			4			40
Interest expense		(1,541	)		(1,054	)		(4,035	)		(2,947	)		(1,216	)		(1,285	)
Other – net		2,068			1,255			4,289			5,597			(1,320	)		1,296
		546			634			1,673			3,150			(2,532	)		51
Loss from continuing operations before income taxes		(794	)		(2,213	)		(12,279	)		(1,663	)
Income tax provision		(429	)		(800	)		(1,716	)		(883	)
Net loss from continuing operations		(1,223	)		(3,013	)		(13,995	)		(2,546	)
Income (loss) from continuing operations before income taxes														1,819			(11,908	)
Income tax benefit (provision)														2,783			(643	)
Net income (loss) from continuing operations														4,602			(12,551	)
Loss from discontinued operations, net of tax		(3,398	)		(3,443	)		(9,031	)		(5,221	)		0			(2,242	)
Net loss		(4,621	)		(6,456	)		(23,026	)		(7,767	)
Net income (loss)														4,602			(14,793	)
Less: Net income attributable to noncontrolling interest		434			583			1,035			1,325			460			355
Net loss attributable to Ampco-Pittsburgh	$	(5,055	)	$	(7,039	)	$	(24,061	)	$	(9,092	)
Net income (loss) attributable to Ampco-Pittsburgh													$	4,142		$	(15,148	)

Net loss from continuing operations per common share:
Net income (loss) from continuing operations per share attributable to Ampco-Pittsburgh common shareholders:
Basic	$	(0.10	)	$	(0.24	)	$	(1.11	)	$	(0.20	)	$	0.33		$	(1.03	)
Diluted	$	(0.10	)	$	(0.24	)	$	(1.11	)	$	(0.20	)	$	0.33		$	(1.03	)

Loss from discontinued operations, net of tax, per common share:
Loss from discontinued operations, net of tax, per share attributable to Ampco-Pittsburgh common shareholders:
Basic	$	(0.27	)	$	(0.28	)	$	(0.72	)	$	(0.42	)	$	0.00		$	(0.18	)
Diluted	$	(0.27	)	$	(0.28	)	$	(0.72	)	$	(0.42	)	$	0.00		$	(0.18	)

Net loss per common share attributable to Ampco-Pittsburgh:
Net income (loss) per share attributable to Ampco-Pittsburgh common shareholder:
Basic	$	(0.40	)	$	(0.56	)	$	(1.91	)	$	(0.73	)	$	0.33		$	(1.21	)
Diluted	$	(0.40	)	$	(0.56	)	$	(1.91	)	$	(0.73	)	$	0.33		$	(1.21	)

Weighted average number of common shares outstanding:
Basic		12,640			12,494			12,572			12,432			12,656			12,497
Diluted		12,640			12,494			12,572			12,432			12,672			12,497

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2019			2018			2019			2018			2020			2019
Net loss	$	(4,621	)	$	(6,456	)	$	(23,026	)	$	(7,767	)
Other comprehensive loss, net of income tax where applicable:
Net income (loss)													$	4,602		$	(14,793	)
Other comprehensive (loss) income, net of income tax where applicable:
Adjustments for changes in:
Foreign currency translation		(3,769	)		(1,102	)		(4,893	)		(4,801	)		(4,882	)		449
Unrecognized employee benefit costs (including effects of foreign currency translation)		(9,551	)		138			(4,850	)		417			693			4,149
Fair value of cash flow hedges		(134	)		(198	)		(87	)		(519	)		(578	)		268
Reclassification adjustments for items included in net loss:
Reclassification adjustments for items included in net income (loss):
Amortization of unrecognized employee benefit costs		156			(42	)		(287	)		152			385			161
Realized losses (gains) from settlement of cash flow hedges		53			46			176			(255	)
Other comprehensive loss		(13,245	)		(1,158	)		(9,941	)		(5,006	)
Comprehensive loss		(17,866	)		(7,614	)		(32,967	)		(12,773	)
Realized (gains) losses from settlement of cash flow hedges														(15	)		119
Other comprehensive (loss) income														(4,397	)		5,146
Comprehensive income (loss)														205			(9,647	)
Less: Comprehensive income attributable to noncontrolling interest		188			440			787			1,148			338			488
Comprehensive loss attributable to Ampco-Pittsburgh	$	(18,054	)	$	(8,054	)	$	(33,754	)	$	(13,921	)	$	(133	)	$	(10,135	)

	Common Stock		Additional Paid-in Capital		Retained Earnings (Deficit)			Accumulated Other Comprehensive Loss			Noncontrolling Interest			Total				Common Stock		Additional Paid-in Capital			Retained Deficit			Accumulated Other Comprehensive Loss			Noncontrolling Interest			Total
For the three months ended September 30, 2019
Balance July 1, 2019	$	12,624	$	155,644	$	(49,361	)	$	(46,128	)	$	5,973		$	78,752
Stock-based compensation				299											299
Comprehensive income (loss):
Net (loss) income						(5,055	)					434			(4,621	)
Other comprehensive loss									(12,999	)		(246	)		(13,245	)
Comprehensive income (loss)												188			(17,866	)
Issuance of common stock excluding excess tax benefits of $0		18		12											30
Balance September 30, 2019	$	12,642	$	155,955	$	(54,416	)	$	(59,127	)	$	6,161		$	61,215

For the three months ended September 30, 2018
Balance July 1, 2018	$	12,491	$	154,185	$	36,926		$	(49,203	)	$	3,528		$	157,927
Stock-based compensation				462											462
Comprehensive income (loss):
Net (loss) income						(7,039	)					583			(6,456	)
Other comprehensive loss									(1,015	)		(143	)		(1,158	)
Comprehensive income (loss)												440			(7,614	)
Issuance of common stock excluding excess tax benefits of $0		4		3											7
Other						1									1
Balance September 30, 2018	$	12,495	$	154,650	$	29,888		$	(50,218	)	$	3,968		$	150,783

For the nine months ended September 30, 2019
Balance January 1, 2019	$	12,495	$	154,889	$	(30,355	)	$	(49,434	)	$	5,374		$	92,969			$	12,495	$	154,889		$	(30,355	)	$	(49,434	)	$	5,374		$	92,969
Stock-based compensation				959											959						340												340
Comprehensive income (loss):
Net (loss) income						(24,061	)					1,035			(23,026	)								(15,148	)					355			(14,793	)
Other comprehensive loss									(9,693	)		(248	)		(9,941	)
Other comprehensive income																											5,013			133			5,146
Comprehensive income (loss)												787			(32,967	)														488			(9,647	)
Issuance of common stock excluding excess tax benefits of $0		147		107											254				18		54												72
Balance September 30, 2019	$	12,642	$	155,955	$	(54,416	)	$	(59,127	)	$	6,161		$	61,215
Balance March 31, 2019																		$	12,513	$	155,283		$	(45,503	)	$	(44,421	)	$	5,862		$	83,734

For the nine months ended September 30, 2018
Balance January 1, 2018	$	12,361	$	152,992	$	38,980		$	(45,392	)	$	2,820		$	161,761
Balance January 1, 2020																		$	12,652	$	156,251		$	(51,341	)	$	(68,662	)	$	6,716		$	55,616
Stock-based compensation				1,301											1,301						364												364
Comprehensive income (loss):
Net (loss) income						(9,092	)					1,325			(7,767	)
Comprehensive income:
Net income																								4,142						460			4,602
Other comprehensive loss									(4,829	)		(177	)		(5,006	)	��										(4,275	)		(122	)		(4,397	)
Comprehensive income (loss)												1,148			(12,773	)
Comprehensive income																														338			205
Issuance of common stock excluding excess tax benefits of $0		134		357											491				7		(13	)											(6	)
Other									3						3
Balance September 30, 2018	$	12,495	$	154,650	$	29,888		$	(50,218	)	$	3,968		$	150,783
Balance March 31, 2020																		$	12,659	$	156,602		$	(47,199	)	$	(72,937	)	$	7,054		$	56,179

	Nine Months Ended September 30,						Three Months Ended March 31,
	2019			2018			2020			2019
Net cash flows (used in) provided by operating activities - continuing operations	$	(8,194	)	$	1,555
Net cash flows provided by (used in) operating activities - continuing operations							$	12,605		$	(7,089	)

Cash flows from investing activities:
Purchases of property, plant and equipment		(7,156	)		(7,215	)		(1,912	)		(1,379	)
Proceeds from sale of ASW (Note 2)		4,292			0
Proceeds from sale of the Avonmore Plant (Note 2)		3,700			0
Purchases of long-term marketable securities		(51	)		(102	)		(2	)		(12	)
Proceeds from sale of long-term marketable securities		241			247			71			80
Net cash flows provided by (used in) investing activities - continuing operations		1,026			(7,070	)
Net cash flows used in investing activities - continuing operations								(1,843	)		(1,311	)

Cash flows from financing activities:
Repayment of debt		(27,830	)		(273	)		(335	)		(27,080	)
Proceeds from Revolving Credit and Security Agreement		35,624			23,000			853			29,217
Payments on Revolving Credit and Security Agreement		(11,500	)		(29,500	)		(3,662	)		(3,500	)
Proceeds from sale and leaseback financing arrangement		0			19,000
Dividends paid		(7	)		(35	)
Deferred financing costs		0			(477	)
Funding of discontinued operations		1,663			(10,069	)		0			573
Net cash flows (used in) provided by financing activities - continuing operations		(2,050	)		1,646
Net cash flows used in financing activities - continuing operations								(3,144	)		(790	)

Effect of exchange rate changes on cash and cash equivalents		(666	)		(785	)		(636	)		(80	)

Cash flows from discontinued operations:
Net cash flows used in operating activities - discontinued operations		(3,803	)		(9,749	)
Net cash flows provided by operating activities - discontinued operations								0			108
Net cash flows used in investing activities - discontinued operations		(158	)		(1,588	)		0			(264	)
Net cash flows provided by financing activities - discontinued operations		2,837			10,069
Net cash flows used in financing activities - discontinued operations								0			(573	)
Net cash flows used in discontinued operations		(1,124	)		(1,268	)		0			(729	)

Net decrease in cash and cash equivalents		(11,008	)		(5,922	)
Net increase (decrease) in cash and cash equivalents								6,982			(9,999	)
Cash and cash equivalents at beginning of period		20,837			20,700			6,960			20,837
Cash and cash equivalents at end of period		9,829			14,778			13,942			10,838
Less: cash and cash equivalents of discontinued operations		0			(775	)		0			(395	)
Cash and cash equivalents of continuing operations at end of period	$	9,829		$	14,003		$	13,942		$	10,443

Supplemental information:
Income tax payments	$	1,021		$	1,126		$	312		$	212
Interest payments	$	2,917		$	1,338		$	874		$	370

Non-cash investing and financing activities:
Purchases of property, plant and equipment included in accounts payable	$	1,022		$	1,161		$	878		$	780
Finance lease right-of-use assets exchanged for lease liabilities	$	555		$	0		$	382		$	453
Operating lease right-of-use assets exchanged for lease liabilities							$	610		$	0

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

The Forged and Cast Engineered Products (“FCEP”) segment produces forged-hardened steel rolls, cast rolls and open-die forged products. Forged-hardened steel rolls are used primarily in cold rolling mills by producers of steel, aluminum and other metals. Cast rolls, which are produced in a variety of iron and steel qualities, are used mainly in hot and cold strip mills, medium/heavy section mills and plate mills. Forged engineered products are principally sold to customers in the steel distribution market, oil and gas industry and the aluminum and plastic extrusion industries. The segment has operations in the United States, England, Sweden, Slovenia, and equity interests 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 primary focus for this segment is continued diversification and development of its forged engineered products and ongoing operational and efficiency improvements at its facilities, particularly for its European cast roll operations.

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

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency caused by a new strain of the coronavirus (“COVID-19”) originating in Wuhan, China and the risks to the international community as the virus spread globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic based on the rapid increase in exposure globally. On March 27, 2020, President Trump signed into law the “Coronavirus Aid, Relief, and Economic Security (CARES) Act.” The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments and contributions to employee benefit plans, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, and technical corrections to tax depreciation methods for qualified improvement property. Similar programs have been offered in certain of the foreign jurisdictions in which the Corporation operates, including subsidies and reimbursement of certain employee-related costs. In the first quarter of 2020, the Corporation recognized a discrete tax benefit of $3,502 associated with the provisions of the CARES Act. While the Corporation intends to take advantage of additional provisions of the CARES Act and the other similar programs offered in foreign jurisdictions in which the Corporation operates, where possible, it is unable to determine what impact those provisions may have on its consolidated financial statements in the future.

Although the U.S. Department of Homeland Security guidance has identified the Corporation’s domestic businesses as critical infrastructure industries, essential to the economic prosperity, security and continuity of the United States, the Corporation has had to temporarily idle certain operations of its FCEP segment and, consequently, furlough certain of its employees in response to market conditions. It has recognized additional reserves for anticipated bad debts and slow-moving inventory of $1,000 and higher losses on foreign exchange. It also has experienced, and may continue to experience, customer-requested delays in orders or, eventually, potential cancellation of orders and significant reductions in demand. In addition, the Corporation has recognized unrealized losses on its investments held in the Rabbi trust. The impact of COVID-19 on the Corporation’s operating results for

the first quarter, however, was relatively neutral with the adverse impact of the above items being substantially offset by tax benefits able to be recognized as a result of the CARES Act.

The full impact of the COVID-19 pandemic continues and, accordingly, it is uncertain as to the full magnitude that it will have on the Corporation for the longer term. The impact on future operating results of the Corporation may not be neutral. The Corporation may experience long-term disruptions to its operations resulting from changes in government policy or guidance; quarantines of employees, customers and suppliers in areas affected by the pandemic; and closures of businesses or manufacturing facilities that are critical to its business or its supply chains. It may also incur higher write-offs of accounts receivables and impairment charges on its asset values, including property, plant and equipment and intangible assets. Management is and will continue to actively monitor the impact of the global situation on its operations, financial condition, liquidity, suppliers, industry, and workforce.

The condensed consolidated balance sheet as of ~~September 30, 2019,~~March 31, 2020, the condensed consolidated statements of operations, comprehensive income (loss) ~~and~~, shareholders’ equity ~~for the three~~ and ~~nine months ended September 30, 2019, and 2018, and the condensed consolidated statements of~~ cash flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2020, and 2019, ~~and 2018,~~ have been prepared by ~~Ampco-Pittsburgh~~ Corporation ~~(the “Corporation”)~~ without audit. In the opinion of management, all adjustments, consisting of only normal and recurring adjustments necessary to present fairly the financial position, results of operations and cash flows for the periods presented, have been made. The results of operations for the three ~~and nine~~ months ended ~~September 30, 2019,~~March 31, 2020, are not necessarily indicative of the operating results expected for the full year.

~~In October 2018, the Board of Directors of the~~The Corporation ~~approved a plan to sell~~sold its indirect subsidiary, ASW Steel Inc. (“ASW”)~~, which was completed~~ on September 30, 2019. See Note 2. The ~~assets~~operating results and ~~liabilities~~cash flows of ASW ~~as of December 31, 2018, have been classified as held for sale, and its operating results~~ for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2019, ~~and 2018, and its cash flows for the nine months ended September 30, 2019, and 2018, have been~~are presented as discontinued operations in the accompanying condensed consolidated 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 (“GAAP”) have been condensed or omitted.

In ~~August 2017,~~March 2020, the Financial Accounting Standards Board ~~(“FASB”)~~(FASB) issued ASU ~~2017-12,~~2020-04, ~~Derivatives~~Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 provides optional guidance for a limited period of time for applying generally accepted accounting principles to modifications of contracts, hedging relationships, and ~~Hedging, which amends~~other transactions that reference LIBOR or another rate that will be discontinued by reference rate reform if certain criteria are met. The optional guidance is available as of March 12, 2020, through December 31, 2022. The Corporation is currently evaluating the impact the guidance will have on its financial position, operating results and ~~simplifies existing guidance~~liquidity.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740). ASU 2019-12 is intended to ~~allow companies~~simplify the accounting for income taxes including removing the exception to ~~present more accurately~~ the ~~economic effects~~incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items such as other comprehensive income, the accounting for franchise or similar tax, and requiring an entity reflect the effect of ~~risk management activities~~an enacted change in tax laws or rates in the ~~financial statements.~~interim period that includes the enactment date. The ~~amended~~ guidance ~~became~~becomes effective for the Corporation on January 1, ~~2019, and did not affect~~2021. The Corporation is currently evaluating the ~~Corporation’s~~impact the guidance will have on its financial position ~~operating results or liquidity.~~

~~In February 2016, the FASB issued ASU 2016-02,~~ ~~Leases (Topic 842)~~, which requires lessees to recognize a right-of-use (“ROU”) asset and lease liability for all leases other than those with a term less than one year and to disclose key information about certain leasing arrangements. The guidance 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~~results. It is not expected 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 September 30, 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 applied these practical expedients as part ofimpact its ~~adoption. The new guidance did not affect the Corporation’s operating results or~~ liquidity.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses, which adds a new impairment model, known as the current expected credit loss (“CECL”) model, that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes an allowance for its estimate of expected credit losses and applies it to most debt instruments, trade receivables, lease receivables, financial guarantee contracts, and other loan commitments. The CECL model does not have a minimum threshold for recognition of impairment losses and entities will need to measure expected credit losses on assets that have a low risk of loss. The guidance ~~becomes~~originally became effective for the Corporation on January 1, ~~2020.~~2020; however, since the Corporation meets the definition of a Smaller Reporting Company, as defined by the Securities Exchange Commission, the effective date was subsequently revised to fiscal years beginning after December 15, 2022. The Corporation is currently evaluating the impact the guidance will have on its financial position and operating results. It will not ~~however,~~ affect the Corporation’s liquidity.

In 2016, the Corporation purchased the stock of ASW, a specialty steel producer located in Ontario, Canada. The acquisition supported the Corporation’s diversification efforts in the open-die forging market. Loss of a key customer in the first quarter of 2018, as a result of a plant closure, and loss of significant U.S. business due to tariffs imposed by the United States as of June 1, 2018, on imports of primary steel from Canada 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 and, in the fourth quarter of 2018, the Corporation recorded an after-tax charge of $15,000 to write down the assets of ASW to their estimated fair value less costs to sell.

On September 30, 2019, the Corporation, Ampco UES Sub, Inc., an indirect subsidiary of the Corporation, and ASW entered into a Share Purchase Agreement (the “Purchase Agreement”) with Valbruna Canada Ltd., a company organized and existing under the laws of the Province of New Brunswick, Canada (the “Purchaser”). ~~Pursuant to the Purchase Agreement, the~~The Purchaser ~~agreed to acquire~~acquired all of the issued and outstanding ~~equity~~shares of ASW for a cash purchase price of $8,000, ~~in cash. The~~subject to normal and customary adjustments including a net working capital adjustment. Net proceeds received at closing, after such normal and customary ~~purchase price~~ adjustments ~~made in accordance with the Purchase Agreement, were $4,292. The purchase price may be further increased or decreased once the final~~including a

preliminary net working capital ~~indebtedness and transaction expenses as of the closing date have been determined in accordance~~adjustment, approximated $4,292. Subsequent post-closing adjustments were not significant. In conjunction with the ~~terms of the Purchase Agreement.~~

~~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. Instead,~~sale, Union Electric Steel ~~(“UES”),~~Corporation, an indirect subsidiary of the Corporation (“UES”), entered into a long-term supply agreement with ASW for the supply of stainless steel ~~ingots~~ingots. Purchases to ~~UES.~~date have been insignificant.

The sale of ASW ~~represents~~represented a strategic shift that ~~will~~would have a major favorable impact on the Corporation’s operations and financial results. ~~As of December 31, 2018, the “asset held for sale” and~~The “discontinued operations” criteria ~~were met. Accordingly, as~~ set forth in ASC 205, Presentation of Financial Statements, ~~the assets~~were met and, ~~liabilities of ASW were presented separately as assets and liabilities of discontinued operations in~~accordingly, the accompanying condensed consolidated balance sheet as of December 31, 2018. The assets and liabilities of ASW were classified as current because the Corporation expected to complete the sale in 2019. The operating results and cash flows of ASW have been presented as discontinued operations ~~for the current and prior year periods,~~ 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.~~flows for 2019.

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:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018			Three Months Ended March 31, 2019
Net sales	$	9,992		$	14,849		$	35,045		$	51,227		$	15,045
Operating costs and expenses:
Costs of products sold (excluding depreciation and amortization)		12,772			17,858			42,407			53,358			16,758
Selling and administrative		569			513			1,700			1,671			549
Depreciation and amortization		0			322			0			948
Loss (gain) on disposal of assets		53			(6	)		42			(149	)
Total operating expenses		13,394			18,687			44,149			55,828			17,307
Loss from discontinued operations		(3,402	)		(3,838	)		(9,104	)		(4,601	)		(2,262	)
Other income (expense)		4			395			73			(596	)
Other income														20
Loss from discontinued operations before income taxes		(3,398	)		(3,443	)		(9,031	)		(5,197	)		(2,242	)
Income tax provision		0			0			0			(24	)		0
Loss from discontinued operations, net of tax	$	(3,398	)	$	(3,443	)	$	(9,031	)	$	(5,221	)	$	(2,242	)

Net sales for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2019, ~~and 2018,~~ include ~~$360 and $1,457, and $4,381 and $20,117, respectively,~~$3,138 of products sold by ASW to UES. Costs of products sold (excluding depreciation and amortization) approximated the same.

Additionally, in March 2019, the Board of Directors of the Corporation approved a plan to sell certain assets of Akers National Roll Company (“ANR”), an indirect subsidiary of UES, located in Avonmore, Pennsylvania (the “Avonmore Plant”). In connection with the anticipated sale, the Corporation recognized an impairment charge of $10,082 in the first quarter of 2019, to record the assets at their estimated net realizable value. In May 2019, ANR entered into a definitive agreement to sell the Avonmore Plant, including its real estate and certain personal property, to an affiliate of WHEMCO, Inc. for $3,700. On September 30, 2019, following completion of customer orders in backlog, the transaction closed and all operations at ANR ceased. Although the sale of the Avonmore Plant iswas expected to help mitigate the excess capacity and high operating costs of the ~~Corporation’s~~ cast roll operations, thereby having a positive impact on the ~~Corporation’s~~ operating and financial results of the Corporation, the anticipated sale of the Avonmore Plant iswas not considered a strategic shift ~~that will have a major effect on the Corporation’s operations~~ per the requirements of ASC ~~205,~~ ~~Presentation of Financial Statements. Accordingly,~~205; accordingly, the operating results and cash flows of ANR through the date of sale are included within continuing operations, versus discontinued operations, ~~for~~of the ~~current year and prior year periods.~~Corporation.

At ~~September 30, 2019,~~March 31, 2020, and December 31, ~~2018,~~2019, approximately ~~36%~~37% and 35%, 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:

	September 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
Raw materials	$	20,032	$	19,615	$	19,113	$	18,011
Work-in-process		36,359		42,339		36,636		35,942
Finished goods		19,044		20,650		15,950		17,159
Supplies		11,541		11,592		10,688		11,177
Inventories	$	86,976	$	94,196	$	82,387	$	82,289

	September 30, 2019			December 31, 2018			March 31, 2020			December 31, 2019
Land and land improvements	$	9,340		$	10,207		$	9,314		$	9,556
Buildings		60,922			65,425			61,045			61,866
Machinery and equipment		319,264			332,378			323,901			325,941
Construction-in-process		5,545			3,499			6,177			5,251
Other		6,815			6,813			6,813			6,872
		401,886			418,322			407,250			409,486
Accumulated depreciation and amortization		(237,307	)		(232,661	)		(245,738	)		(243,094	)
Property, plant and equipment, net	$	164,579		$	185,661		$	161,512		$	166,392

The majority of the assets of the Corporation, except real property including the land and building of Union Electric Steel UK Limited, an indirect subsidiary of the Corporation (“UES-UK”), is pledged as collateral ~~under~~for the Corporation’s ~~Revolving Credit and Security Agreement~~revolving credit facility (Note 7). Land and buildings of ~~Union Electric Steel UK Limited (“UES-UK”), an indirect subsidiary of the Corporation,~~UES-UK equal to approximately ~~$2,609~~$2,626 (£2,122) at ~~September 30, 2019,~~March 31, 2020, are held as collateral by the trustees of the UES-UK defined benefit pension plan (Note 8). The gross value of finance lease ~~ROU~~right-of-use assets and the related accumulated amortization as of ~~September 30, 2019,~~March 31, 2020, approximated ~~$3,139~~$3,450 and ~~$930,~~$927, respectively, and at December 31, ~~2018,~~2019, approximated ~~$3,716~~$3,204 and ~~$1,340,~~$903, respectively.

10The significant change potentially brought about by COVID-19 to macroeconomic conditions and to industry and market conditions in which the FCEP segment operates, was deemed to be a triggering event under ASC 360, Property, Plant, and Equipment, causing the Corporation to evaluate whether the property, plant and equipment of the FCEP segment was deemed to be impaired. The Corporation completed a quantitative analysis of the long-lived assets for this asset group and determined that the assets were not impaired. There were no triggering events for the Air and Liquid Processing segment.

	September 30, 2019			December 31, 2018			March 31, 2020			December 31, 2019
Customer relationships	$	5,935		$	6,234		$	5,763		$	5,995
Developed technology		4,047			4,322			3,938			4,157
Trade name		2,302			2,497			2,229			2,355
		12,284			13,053			11,930			12,507
Accumulated amortization		(4,575	)		(3,828	)		(4,944	)		(4,882	)
Intangible assets, net	$	7,709		$	9,225		$	6,986		$	7,625

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2019			2018			2019			2018			2020			2019
Balance at beginning of period	$	8,241		$	10,075		$	9,225		$	11,021		$	7,625		$	9,225
Changes in intangible assets		0			(177	)		(292	)		(177	)		0			(292	)
Amortization of intangible assets		(317	)		(300	)		(900	)		(922	)		(277	)		(298	)
Other, primarily impact from changes in foreign currency exchange rates		(215	)		(35	)		(324	)		(359	)		(362	)		(108	)
Balance at end of period	$	7,709		$	9,563		$	7,709		$	9,563		$	6,986		$	8,527

~~Changes during~~Identifiable intangible assets are reviewed for impairment whenever events or circumstances indicate that the ~~nine~~carrying values may not be recoverable. The uncertainty brought about by COVID-19 was considered a triggering event for the FCEP segment causing the Corporation to evaluate whether the identifiable intangible assets for this asset group were deemed to be impaired as of March 31, 2020. Accordingly, the Corporation completed a quantitative analysis and determined that the assets were not impaired. For the three months ended ~~September 30,~~March 31, 2019, ~~represent~~in connection with the anticipated sale of the Avonmore Plant, the Corporation recognized an impairment charge on the intangible assets of ANR ~~recognized in connection with the anticipated sale~~ of the Avonmore Plant. Changes during the three and nine months ended September 30, 2018, represent the movement of intangible assets to assets held for sale associated with the anticipated sale of the Vertical Seal division of ANR, which closed on October 31, 2018.$292.

	September 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
Customer-related liabilities	$	14,680	$	16,439	$	16,943	$	16,194
Accrued interest payable		2,453		2,333		2,226		2,225
Accrued sales commissions		1,564		1,637		1,637		1,607
Other		9,435		8,578		8,158		6,694
Other current liabilities	$	28,132	$	28,987	$	28,964	$	26,720

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:

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

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2019			2018			2019			2018			2020			2019
Balance at beginning of the period	$	4,014		$	4,889		$	4,304		$	4,574		$	4,895		$	4,304
Satisfaction of performance obligations		(2,363	)		(2,027	)		(7,368	)		(7,176	)		(4,025	)		(3,934	)
Receipt of additional deposits		1,763			1,871			6,472			7,384			5,586			2,738
Other, primarily changes in foreign currency exchange rates		(67	)		(87	)		(61	)		(136	)		(74	)		(77	)
Balance at end of the period	$	3,347		$	4,646		$	3,347		$	4,646		$	6,382		$	3,031

	September 30, 2019			December 31, 2018			March 31, 2020			December 31, 2019
Revolving Credit and Security Agreement	$	38,444		$	14,320		$	31,464		$	34,273
Sale and leaseback financing obligation		19,126			18,518			19,442			19,303
Promissory notes (and interest)		0			26,205
Industrial Revenue Bonds ("IRB")		13,311			13,311			13,311			13,311
Minority shareholder loan		3,067			4,056			2,665			2,856
Finance lease liabilities		1,119			1,199			1,342			1,114
Outstanding borrowings		75,067			77,609			68,224			70,857
Debt – current portion		(20,041	)		(45,728	)		(21,085	)		(20,363	)
Long-term debt	$	55,026		$	31,881		$	47,139		$	50,494

The Corporation is party to a five-year Revolving Credit and Security Agreement (the “Credit Agreement”) with a syndicate of ~~banks, which expires in May 2021.~~banks. 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 and European borrowings not to exceed $15,000. ~~Prior~~

The Credit Agreement’s maturity date is May 20, 2021, and, subject to ~~the sale~~other terms and conditions of ~~ASW,~~ the Credit Agreement, ~~also provided for a sublimit for Canadian borrowings not to exceed $15,000. In conjunction~~becomes due on that date. The Corporation is working closely with the ~~sale~~current syndicate of ~~ASW,~~banks to refinance and/or extend the ~~Canadian sublimit was eliminated.~~Credit Agreement prior to its maturity date. If the Corporation and current syndicate of banks are not successful with refinancing efforts, then the Corporation will explore alternative financing arrangements available with other banks and other sources of capital in the financial markets. The COVID-19 pandemic, however, may require the Corporation to renegotiate the Credit Agreement on less favorable terms or could adversely affect the Corporation’s ability to access the capital markets. Additionally, there can be no assurance that the Corporation will be able to successfully refinance or extend the Credit Agreement or secure alternative financing.

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 1.75% to 2.25% based on the quarterly average excess availability or (ii) the base rate plus an applicable margin ranging between 0.75% to 1.25% based on the quarterly average excess availability. Additionally, the Corporation is required to pay a commitment fee ranging between 0.25% and 0.375% based on the daily unused portion of the credit facility. As of ~~September 30, 2019,~~March 31, 2020, the Corporation had outstanding borrowings under the Credit Agreement of ~~$38,444~~$31,464 (including ~~£3,000~~£2,000 of European borrowings for ~~UES-UK)~~UES-UK, which was repaid in April 2020). The average interest rate for the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, was approximately 4%. Additionally, the Corporation had utilized a portion of the credit facility for letters of credit (Note 9). As of ~~September 30, 2019,~~March 31, 2020, remaining availability under the Credit Agreement approximated ~~$21,000,~~$31,000, net of standard availability reserves.

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

charge coverage ratio of not less than 1.00 to 1.00. The Corporation was in compliance with the applicable bank covenants as of ~~September 30, 2019.~~March 31, 2020.

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%8% for the ~~nine~~three months ended ~~September 30, 2019.~~March 31, 2020.

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

~~In September 2019, in connection with~~During the ~~sale~~first quarter of the Avonmore Plant and the cessation of all manufacturing operations at ANR, the Corporation recognized special termination benefits expense of $3,694 and a curtailment loss of $1,641 associated with shutdown benefits provided by the provisions of the defined benefit plan document and negotiated benefits. Additionally, for the other postretirement benefit plan, the Corporation recognized a curtailment gain of $7,639 resulting principally from the accelerated amortization of prior service credits. The plant closure also triggered the remeasurement of plan liabilities, increasing the liability for employee benefit obligations by $2,196 for the defined benefit plan and $524 for the other postretirement benefit plan.

~~Earlier in~~ 2019, the Corporation amended retiree health benefits for one of its other postretirement benefit plans to a stipend and reimbursement ~~plan. Changes to retiree health benefits~~plan, which resulted in ~~a remeasurement of the liability, reducing the liability by $4,632, and~~ a curtailment gain of $15.

In 2018, in connection with the ratification of the collective bargaining agreement for employees of the United Steelworkers Local 14034-49 (Harmon Creek Plant), 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 curtailment loss of $21.

	Nine Months Ended September 30,				Three Months Ended March 31,
	2019		2018		2020		2019
U.S. defined benefit pension plans	$	977	$	0	$	281	$	253
Foreign defined benefit pension plans		277		1,308		105		93
Other postretirement benefits (e.g., net payments)		757		880		432		266
U.K. defined contribution pension plan		262		270		80		85
U.S. defined contribution plan		2,622		1,991		1,377		625

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

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
Foreign Defined Benefit Pension Plans	2019			2018			2019			2018
U.S. Defined Benefit Pension Plans													2020			2019
Service cost	$	115		$	65		$	314		$	340		$	58		$	194
Interest cost		338			340			1,047			1,058			1,836			2,220
Expected return on plan assets		(561	)		(629	)		(1,736	)		(1,959	)		(3,199	)		(3,173	)
Amortization of prior service credit		(68	)		(82	)		(212	)		(255	)
Amortization of prior service (credit) cost														(3	)		9
Amortization of actuarial loss		157			182			486			566			583			308
Net benefit income	$	(19	)	$	(124	)	$	(101	)	$	(250	)	$	(725	)	$	(442	)

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
Other Postretirement Benefit Plans	2019			2018			2019			2018
Foreign Defined Benefit Pension Plans													2020			2019
Service cost	$	74		$	114		$	230		$	342		$	105		$	102
Interest cost		98			124			309			371			263			357
Expected return on plan assets														(494	)		(591	)
Amortization of prior service credit		(532	)		(402	)		(1,553	)		(1,205	)		(72	)		(72	)
Amortization of actuarial gain		(97	)		(58	)		(286	)		(173	)
Curtailment gain		(7,639	)		0			(7,654	)		0
Amortization of actuarial loss														176			166
Net benefit income	$	(8,096	)	$	(222	)	$	(8,954	)	$	(665	)	$	(22	)	$	(38	)

Outstanding standby and commercial letters of credit as of ~~September 30, 2019,~~March 31, 2020, approximated ~~$20,260,~~$19,475, the majority of which serves as collateral for the IRB debt. Outstanding surety bonds as of ~~September 30, 2019,~~March 31, 2020, approximated ~~$4,000~~$3,400 (SEK 33,900) which guarantee certain obligations under a credit insurance arrangement for certain of the Corporation’s foreign pension commitments.

See Note 11 for derivative instruments, Note 15 for litigation and Note 16 for environmental matters.

Net change and ending balances for the various components of accumulated other comprehensive loss as of and for the ~~nine~~three months ended ~~September 30,~~March 31, 2020, and 2019, ~~and 2018,~~ are summarized below. All amounts are net of tax, where applicable.

Foreign
Currency
Translation

Unrecognized
Employee
Benefit Costs

Cash Flow
Hedges

Total
Accumulated Other
Comprehensive Loss

Noncontrolling
Interest

Accumulated Other
Comprehensive Loss
Attributable to Ampco-Pittsburgh

Balance at January 1, 2019

$
(18,642
)

$
(30,902
)

$
(64
)

$
(49,608
)

$
(174
)

$
(49,434
)
Net Change

(4,893
)

(5,137
)

89

(9,941
)

(248
)

(9,693
)
Balance at September 30, 2019

$
(23,535
)

$
(36,039
)

$
25

$
(59,549
)

$
(422
)

$
(59,127
)

Balance at January 1, 2018

$
(11,932
)

$
(34,196
)

$
739

$
(45,389
)

$
3

$
(45,392
)
Net Change

(4,801
)

569

(774
)

(5,006
)

(177
)

(4,829
)
Balance at September 30, 2018

$
(16,733
)

$
(33,627
)

$
(35
)

$
(50,395
)

$
(174
)

$
(50,221
)

	Foreign Currency Translation			Unrecognized Employee Benefit Costs			Cash Flow Hedges			Total Accumulated Other Comprehensive Loss			Less Noncontrolling Interest			Accumulated Other Comprehensive Loss Attributable to Ampco-Pittsburgh
Balance at January 1, 2020	$	(18,352	)	$	(50,859	)	$	291		$	(68,920	)	$	(258	)	$	(68,662	)
Net change		(4,882	)		1,078			(593	)		(4,397	)		(122	)		(4,275	)
Balance at March 31, 2020	$	(23,234	)	$	(49,781	)	$	(302	)	$	(73,317	)	$	(380	)	$	(72,937	)

Balance at January 1, 2019	$	(18,642	)	$	(30,902	)	$	(64	)	$	(49,608	)	$	(174	)	$	(49,434	)
Net change		449			4,310			387			5,146			133			5,013
Balance at March 31, 2019	$	(18,193	)	$	(26,592	)	$	323		$	(44,462	)	$	(41	)	$	(44,421	)

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

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2019			2018			2019			2018			2020			2019
Amortization of unrecognized employee benefit costs:
Other (income) expense	$	156		$	(42	)	$	(287	)	$	152
Other income													$	385		$	161
Income tax provision		0			0			0			0			0			0
Net of tax	$	156		$	(42	)	$	(287	)	$	152		$	385		$	161
Realized gains/losses from settlement of cash flow hedges:
Depreciation and amortization (foreign currency purchase contracts)	$	(6	)	$	(7	)	$	(20	)	$	(16	)	$	(7	)	$	(7	)
Costs of products sold (excluding depreciation and amortization) (futures contracts – copper and aluminum)		59			53			196			(239	)		(8	)		126
Total before income tax		53			46			176			(255	)		(15	)		119
Income tax provision		0			0			0			0			0			0
Net of tax	$	53		$	46		$	176		$	(255	)	$	(15	)	$	119

Certain of the Corporation’s operations are subject to risk from exchange rate fluctuations in connection with sales in foreign currencies. To minimize this risk, foreign currency sales contracts are entered into which are designated as cash flow or fair value hedges. As of ~~September 30, 2019,~~March 31, 2020, approximately ~~$28,825~~$22,389 of anticipated foreign-denominated sales has been hedged which amount is covered by fair value contracts settling at various dates through ~~April 2021.~~January 2022.

Additionally, certain divisions of the Air and Liquid Processing segment are subject to risk from increases in the price of commodities (copper and aluminum) used in the production of inventory. To minimize this risk, futures contracts are entered into which are designated as cash flow hedges. At ~~September 30, 2019,~~March 31, 2020, approximately 49% or ~~$2,321~~$2,270 of anticipated copper purchases over the next 10 months and 56% or ~~$449~~$442 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 ~~September 30, 2019,~~March 31, 2020, the Corporation has purchase commitments covering approximately 75% or ~~$1,704~~$979 of anticipated natural gas usage for ~~2019 and~~ 2020 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 ~~$346~~$388 for the three ~~and nine~~ months ended ~~September 30, 2019, and $233 and $1,051~~March 31, 2020. There were no natural gas commitments for the three ~~and nine~~ months ended ~~September 30, 2018, respectively.~~March 31, 2019.

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

Losses on foreign exchange transactions included in other income (expense) approximated ~~$(1,269)~~$(1,731) and ~~$(398)~~$(348) for the three months ended ~~September 30,~~March 31, 2020, and 2019, ~~and 2018, respectively, and $(1,999) and $(1,051) for the nine months ended September 30, 2019, and 2018,~~ respectively.

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

	Location	September 30, 2019		December 31, 2018		Location	March 31, 2020		December 31, 2019
Fair value hedge contracts	Other current assets	$	0	$	44	Other current assets	$	14	$	677
						Other noncurrent assets		459		153
	Other current liabilities		1,103		950	Other current liabilities		788		0
	Other noncurrent liabilities		434		70	Other noncurrent liabilities		122		0
Fair value hedged items	Receivables		459		232	Receivables		162		(260	)
	Other current assets		782		967	Other current assets		719		0
	Other noncurrent assets		578		105	Other noncurrent assets		144		0
	Other current liabilities		0		12	Other current liabilities		14		323
						Other noncurrent liabilities		442		95

The change in the fair value of the cash flow contracts is recorded as a component of accumulated other comprehensive loss. The balances as of ~~September 30,~~March 31, 2020, and 2019, ~~and 2018,~~ 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 September 30, 2019	Beginning of the Period			Recognized			Reclassified			End of the Period
Three Months Ended March 31, 2020													Beginning of the Period			Recognized			Reclassified			End of the Period
Foreign currency purchase contracts	$	202		$	0		$	6		$	196		$	189		$	0		$	7		$	182
Futures contracts – copper and aluminum		(96	)		(134	)		(59	)		(171	)		102			(578	)		8			(484	)
	$	106		$	(134	)	$	(53	)	$	25		$	291		$	(578	)	$	15		$	(302	)
Three Months Ended September 30, 2018
Three Months Ended March 31, 2019
Foreign currency purchase contracts	$	230		$	0		$	7		$	223		$	216		$	0		$	7		$	209
Futures contracts – copper and aluminum		(113	)		(198	)		(53	)		(258	)		(280	)		268			(126	)		114
	$	117		$	(198	)	$	(46	)	$	(35	)	$	(64	)	$	268		$	(119	)	$	323
Nine Months Ended September 30, 2019
Foreign currency purchase contracts	$	216		$	0		$	20		$	196
Futures contracts – copper and aluminum		(280	)		(87	)		(196	)		(171	)
	$	(64	)	$	(87	)	$	(176	)	$	25
Nine Months Ended September 30, 2018
Foreign currency purchase contracts	$	239		$	0		$	16		$	223
Futures contracts – copper and aluminum		500			(519	)		239			(258	)
	$	739		$	(519	)	$	255		$	(35	)

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 September 30,						Nine Months September 30,					Location of Gain (Loss) in Statements	Estimated to be Reclassified in the Next			Three Months March 31,
	of Operations	12 Months			2019			2018			2019			2018		of Operations	12 Months			2020		2019
Foreign currency purchase contracts	Depreciation and amortization	$	27		$	6		$	7		$	20		$	16	Depreciation and amortization	$	28		$	7	$	7
Futures contracts – copper and aluminum	Costs of products sold (excluding depreciation and amortization)		(171	)		(59	)		(53	)		(196	)		239	Costs of products sold (excluding depreciation and amortization)		(484	)		8		(126	)

The Corporation’s financial assets and liabilities that are reported at fair value in the condensed consolidated balance sheets as of ~~September 30, 2019,~~March 31, 2020, and December 31, ~~2018,~~2019, 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		Quoted Prices in Active Markets for Identical Inputs (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total
As of September 30, 2019
As of March 31, 2020
Investments
Other noncurrent assets	$	3,991	$	0	$	0	$	3,991	$	3,401	$	0		$	0	$	3,401
Foreign currency exchange contracts
Accounts receivable										0		162			0		162
Other current assets		0		782		0		782		0		733			0		733
Other noncurrent assets		0		578		0		578		0		603			0		603
Other current liabilities		0		1,103		0		1,103		0		802			0		802
Other noncurrent liabilities		0		434		0		434		0		564			0		564
As of December 31, 2018
As of December 31, 2019
Investments
Other noncurrent assets	$	3,659	$	0	$	0	$	3,659	$	4,183	$	0		$	0	$	4,183
Foreign currency exchange contracts
Accounts receivable										0		(260	)		0		(260	)
Other current assets		0		1,011		0		1,011		0		677			0		677
Other noncurrent assets		0		105		0		105		0		153			0		153
Other current liabilities		0		962		0		962		0		323			0		323
Other noncurrent liabilities		0		70		0		70		0		95			0		95

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 sales and income (loss) ~~income~~ from continuing operations before income taxes by geographic area for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020, and 2019, ~~and 2018,~~ are as outlined below. When disaggregating revenue, consideration is given to information regularly reviewed by the chief operating ~~decision maker~~decision-maker to evaluate the financial performance of the operating segments and make resource allocation decisions.

	Net Sales								Net Sales				Income (Loss) from Continuing Operations Before Income Taxes
	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,				Three Months Ended March 31,
	2019		2018		2019		2018		2020		2019		2020			2019
United States	$	45,997	$	50,756	$	144,895	$	166,118	$	40,050	$	51,481	$	(1,340	)	$	(13,309	)
Foreign		44,875		48,068		155,990		157,492		51,013		56,013		3,159			1,401
	$	90,872	$	98,824	$	300,885	$	323,610	$	91,063	$	107,494	$	1,819		$	(11,908	)

Substantially all of the foreign net sales for each of the periods ~~are~~is attributable to the ~~Forged and Cast Engineered Products~~FCEP segment. Income (loss) from continuing operations before income taxes for the U.S. operations for the three months ended March 31, 2019, includes an impairment charge of $10,082 for the write-down of the Avonmore Plant to its estimated net realizable value.

Net sales by product line for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020, and 2019, ~~and 2018,~~ were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
	2019		2018		2019		2018		2020		2019
Forged and cast mill rolls	$	63,743	$	64,983	$	214,075	$	207,398	$	65,652	$	77,286
Forged engineered products		3,709		9,715		17,224		46,476		3,112		8,004
Heat exchange coils		6,586		7,132		20,397		20,858		6,548		6,299
Centrifugal pumps		9,202		9,790		27,272		27,554		8,244		8,633
Air handling systems		7,632		7,204		21,917		21,324		7,507		7,272
	$	90,872	$	98,824	$	300,885	$	323,610	$	91,063	$	107,494

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

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

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

Stock-based compensation expense, including expense associated with equity-based awards granted to non-employee members of the Board of Directors, for the three months ended ~~September 30,~~March 31, 2020, and 2019, equaled $364 and ~~2018, equaled $421 and $146, and for the nine months ended September 30, 2019, and 2018, equaled $965 and $1,258,~~$305, respectively. There was no income tax benefit for any of the periods due to the Corporation having a valuation allowance recorded against its deferred income tax assets for the jurisdiction where the expense is recognized.

The Corporation and its subsidiaries are involved in various claims and lawsuits incidental to their businesses and are also subject to asbestos litigation as described below. In February 2017, the Corporation, its indirect subsidiary Akers National Roll Company, as well as the Akers National Roll Company Health & Welfare Benefits Plan were named as defendants in a class action complaint filed in the United States District Court for the Western District of Pennsylvania, where the plaintiffs (currently retired former employees of Akers National Roll Company and the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial, and Service Workers International Union, AFL-CIO) alleged that the defendants breached collective bargaining agreements and violated the benefit plan by modifying medical benefits of the plaintiffs and similarly situated retirees. The defendants moved to dismiss the case, and plaintiffs petitioned the court to compel arbitration. On June 13, 2017, the District Court compelled arbitration and denied the defendants’ motion to dismiss as moot. Defendants appealed this decision to the Third Circuit Court of Appeals on June 21, 2017. The Third Circuit Court of Appeals reversed the District Court’s decision to compel arbitration on August 29, 2018. Rather than litigating the merits of the case at the United States District Court for the Western District of Pennsylvania, the plaintiffs reached a settlement agreement in principle with the Corporation, which was approved by the court on July 22, 2019. As expected, the final resolution of this settlement agreement did 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 Systems Corporation (“Asbestos Liability”). Air & Liquid Systems

Corporation (“Air & Liquid”), and in some cases the Corporation, are defendants (among a number of defendants) in cases filed in various state and federal courts.

The following table reflects approximate information about the claims for Asbestos Liability against Air & Liquid and the Corporation for the ~~nine~~three months ended ~~September 30,~~March 31, 2020, and 2019 ~~and 2018~~ (claims not in thousands):

	Nine Months Ended September 30,						Three Months Ended March 31,
	2019			2018			2020			2019
Total claims pending at the beginning of the period		6,772			6,907			6,102			6,772
New claims served		1,014			970			273			333
Claims dismissed		(803	)		(1,030	)		(86	)		(90	)
Claims settled		(282	)		(304	)		(108	)		(56	)
Total claims pending at the end of the period ⁽¹⁾		6,701			6,543			6,181			6,959
Gross settlement and defense costs (in 000’s)(2)	$	14,969		$	18,530		$	6,206		$	2,789
Avg. gross settlement and defense costs per claim resolved (in 000’s)(2)	$	13.80		$	13.89		$	31.99		$	19.10

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

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

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

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

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 ~~$255~~$150 at ~~September 30, 2019,~~March 31, 2020, is considered adequate based on information known to date.

Presented below are the net sales and income (loss) ~~income~~ from continuing operations before income taxes for the Corporation’s two business segments. For the ~~nine~~three months ended ~~September 30,~~March 31, 2019, the operating loss of the ~~Forged and Cast Engineered Products~~FCEP segment includes ~~bad debt expense of $1,366 for a British cast roll customer who filed for bankruptcy and~~ an impairment charge of $10,082 associated with the anticipated sale of the Avonmore Plant.

For the three and nine months ended September 30, 2019, other expense, including corporate costs, includes a net gain of $2,304 resulting from the curtailment of the defined benefit pension and other postretirement plans of ANR and special termination benefits associated with the sale of the Avonmore Plant and the cessation of all manufacturing operations at ANR. Additionally, for the nine months ended September 30, 2019, other expense, including corporate costs, includes a dividend received from one of the Corporation’s cast roll Chinese joint venture of approximately $1,400, compared to a dividend of approximately $400 received in the third quarter of 2018. For the nine months ended September 30, 2018, other expense, including corporate costs, includes a favorable contractual settlement with a third party of approximately $2,425.

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2019			2018			2019			2018			2020			2019
Net sales:
Forged and Cast Engineered Products	$	67,452		$	74,698		$	231,299		$	253,874		$	68,764		$	85,290
Air and Liquid Processing		23,420			24,126			69,586			69,736			22,299			22,204
Total Reportable Segments	$	90,872		$	98,824		$	300,885		$	323,610		$	91,063		$	107,494
(Loss) income from continuing operations before income taxes:
Income (loss) from continuing operations before income taxes:
Forged and Cast Engineered Products	$	(437	)	$	(1,557	)	$	(10,640	)	$	(1,382	)	$	4,556		$	(10,033	)
Air and Liquid Processing		2,280			2,965			7,371			8,972			2,584			2,143
Total Reportable Segments		1,843			1,408			(3,269	)		7,590			7,140			(7,890	)
Other expense, including corporate costs		(2,637	)		(3,621	)		(9,010	)		(9,253	)		(5,321	)		(4,018	)
Total	$	(794	)	$	(2,213	)	$	(12,279	)	$	(1,663	)	$	1,819		$	(11,908	)

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.~~ behalf of Ampco-Pittsburgh Corporation (the “Corporation”). 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,~~impact from global pandemics (including COVID-19), 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;~~consequences of global pandemics (including COVID-19); new trade restrictions and regulatory burdens associated with “Brexit”; inability of the Corporation to successfully restructure its operations; limitations in availability of capital to fund ~~our~~the Corporation’s operations and strategic plan; inability to satisfy the continued listing requirements of the New York Stock Exchange; potential attacks on information technology infrastructure and other cyber-based business disruptions; and those discussed more fully elsewhere in this report and in documents filed with the Securities and Exchange Commission by the Corporation, particularly in Item 1A, Risk Factors, in Part I of the Corporation’s latest annual report on Form 10-K for the year ended December 31, ~~2018,~~2019, and ~~subsequent filings.~~Part II of this Form 10-Q. The Corporation cannot guarantee any future results, levels of activity, performance or achievements. In addition, there may be events in the future that the Corporation may not be able to predict accurately or control which may cause actual results to differ materially from expectations expressed or implied by forward-looking statements. Except as required by applicable law, 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~~The Corporation manufactures and ~~its subsidiaries (the “Corporation”) manufacture and sell~~sells highly engineered, high-performance specialty metal products and customized equipment utilized by industry throughout the world. ~~We operate~~It operates in two business segments – the Forged and Cast Engineered Products segment and the Air and Liquid Processing segment. This segment presentation is consistent with how the Corporation’s chief operating decision-maker evaluates financial performance and makes resource allocation and strategic decisions about the business.

~~In October 2018, the Board of Directors of the Corporation approved a plan to sell ASW Steel Inc. (“ASW”).~~The On September 30, 2019, the Corporation, Ampco UES Sub, Inc., an indirect subsidiary of the Corporation, and ASW entered into a Share Purchase Agreement (the “Purchase Agreement”) with Valbruna Canada Ltd., a company organized and existing under the laws of the Province of New Brunswick, Canada (the “Purchaser”). ASW was our specialty steel producer located in Ontario, Canada, which we acquired in November 2016. In connection with the decision to sell ASW, we recorded an after-tax charge of $15,000 in the fourth quarter of 2018, to write down the assets of ASW to their estimated fair value less costs to sell. The sale of ASW represents a strategic shift that will have a major favorable impact on our operations and financial results and, accordingly, has been accounted for as a discontinued operation in the accompanying financial statements. Losses, net of tax, for ASW equaled $3,398 and $3,443 for the three months ended September 30, 2019, and 2018, and $9,031 and $5,221 for the nine months ended September 30, 2019, and 2018, respectively.

While we will continue to service the open-die forged products market, we will not have a dedicated supply of required stainless steel through a back-end integration of ASW. Instead, in conjunction with the sale, Union Electric Steel (“UES”) entered into a long-term supply agreement with ASW for the supply of stainless steel ingots to UES. As a result of the sale, we no longer manufacture or supply primary stainless steels to customers in the non-roll opened and closed die forgings and rebar markets and have exited the Canadian market for these products.

~~Currently, the~~ Forged and Cast Engineered Products (“FCEP”) segment produces ~~forged hardened~~forged-hardened steel rolls, cast rolls and open-die forged products. ~~Forged hardened~~Forged-hardened steel rolls are used ~~mainly for~~primarily in cold rolling mills by producers of steel, aluminum and other metals. Cast rolls, which are produced in a variety of iron and steel qualities, are used mainly in hot and cold strip mills, medium/heavy section mills and plate mills. Forged engineered products are ~~used~~principally sold to customers in the steel distribution market, oil and gas industry and the aluminum and plastic extrusion industries. The segment has operations in the United States, England, Sweden, Slovenia, and an equity ~~interest~~interests 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 primary focus for this segment is continued diversification and development of its forged engineered products and ongoing operational and efficiency improvements at its facilities, particularly for its European cast roll operations.

In March 2019, the Board of Directors of the Corporation approved a plan to sell certain assets of Akers National Roll Company (“ANR”), an indirect subsidiary of UES, located in Avonmore, Pennsylvania (the “Avonmore Plant”). In connection with the anticipated sale, we recognized an impairment charge of $10,082, in the first quarter of 2019, to record the assets at their estimated net realizable value. ~~In May 2019, ANR entered into a definitive agreement to sell the Avonmore Plant, including its real estate and~~

certain personal property, to an affiliate of WHEMCO, Inc. for $3,700. On September 30, 2019, following completion of customer orders in backlog, the transaction closed and all operations at ANR ceased. Although the sale of the Avonmore Plant is expected to mitigate the excess capacity and high operating costs of our cast roll operations, thereby having a positive impact on our operating results, the sale of the Avonmore Plant is not considered a strategic shift that will have a major effect on our operations per the requirements of ASC 205, ~~Presentation of Financial Statements. Accordingly, the operating results and cash flows of ANR are included within continuing operations, versus discontinued operations, for the current year and prior year periods.~~

Roll market conditions in the United States and Europe have softened as slowdowns in the automotive and industrial markets have reduced steel demand and caused steel prices to fall. However, recent indicators suggest that market demand has begun to stabilize, and steel prices have begun to improve. With respect to the oil and gas market, demand continues to be weak as operators in the Permian Basin have lost access to financing due to lack of operational cash flow.

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

Although the U.S. Department of Homeland Security guidance has identified the Corporation’s domestic businesses as critical infrastructure industries, essential to the economic prosperity, security and continuity of the United States, the Corporation has had to temporarily idle certain operations of its FCEP segment and, consequently, furlough certain of its employees in response to market conditions. It has recognized additional reserves for anticipated bad debts and slow-moving inventory of approximately $1,000 and higher losses on foreign exchange. It also has experienced, and may continue to experience, customer-requested delays in orders or, eventually, potential cancellation of orders and significant reductions in demand. In addition, the Corporation has recognized unrealized losses on its investments held in the Rabbi trust. The impact of COVID-19 on the Corporation’s operating results for the first quarter, however, was relatively neutral with the adverse impact of the above items being substantially offset by tax benefits able to be recognized as a result of the CARES Act.

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

These efforts contributed to the second consecutive quarter of positive earnings for the Corporation. While the Corporation expects ongoing savings from these efforts, and additional benefit from future efforts, the impact of COVID-19 has and will continue to hamper anticipated earnings.

With respect to the Air and Liquid Processing segment, the heat exchanger business ~~although it~~ is being adversely impacted by lower business activity in the industrial OEM market itbut is benefiting from increased business activity in its commercial market. ~~For the~~The custom air handling business ~~demand remains~~is experiencing steady ~~while~~demand; however, competitive pricing pressures continue. ~~For our~~The specialty centrifugal pumps business ~~it has been negatively impacted by a decline in activity in the fossil-fueled power generation market, partially offset by increased activity in~~is benefiting from higher demand from the marine defense ~~market.~~and fossil fueled power generation markets. The focus for this segment is to grow revenues, increase margins, strengthen engineering and manufacturing capabilities, increase manufacturing productivity, and continue to improve ~~the~~its sales distribution network.

Consolidated Results from Continuing Operations for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~

Net sales were ~~$90,872~~$91,063 and ~~$98,824, and $300,885 and $323,610,~~$107,494 for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020, and 2019, ~~and 2018,~~ respectively. Backlog approximated ~~$335,119~~$278,019 at ~~September 30, 2019,~~March 31, 2020, versus ~~$343,079~~$321,331 as of December 31, ~~2018,~~2019, and ~~$354,225~~$349,386 at ~~September 30, 2018.~~March 31, 2019. A discussion of sales and backlog for ~~our~~the Corporation’s two segments is included below.

Costs of products sold, excluding depreciation and amortization, as a percentage of net sales was ~~comparable~~77.0% and 83.9% for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020, and 2019, ~~and 2018. For~~respectively. The improvement is principally being driven by the ~~Forged and Cast Engineered Products segment,~~elimination of the Excess Costs of Avonmore, which reduced costs of products sold, excluding depreciation and amortization, by approximately 140 basis points, lower raw material costs and operational efficiencies. Additionally, the FCEP segment received business interruption insurance proceeds in 2020 of $769, for equipment outages that occurred in 2018 (the “Proceeds from Business Interruption Insurance Claim”), which were recorded as a ~~percentage~~reduction to costs of ~~net sales improved by approximately 100 basis points benefitting principally from higher pricing for mill rolls~~products sold, excluding depreciation and ~~improved efficiencies for the domestic forged operations offset by weaker pricing for forged engineered products (“FEP”).~~amortization. For the Air & Liquid Processing segment, costs of products sold, excluding depreciation and amortization, as a percentage of net sales ~~increased for each of the periods~~improved slightly principally due to changes in product ~~mix.~~mix and cost reductions.

Selling and administrative expenses decreased by $2,055 for the three ~~and nine~~ months ended ~~September 30, 2019,~~March 31, 2020, when compared to the same ~~periods~~period of the prior year. The decrease is principally due to the net of:

The expected reduction for the nine months ended September 30, 2019, was minimized by recognition of bad debt expense of $1,366 for a British cast roll customer who filed for bankruptcy during the second quarter of 2019 (the “Bad Debt Expense”).

Depreciation and amortization decreased for the three ~~and nine~~ months ended ~~September 30, 2019,~~March 31, 2020, when compared to the same ~~periods~~period of the prior ~~year. The decrease is principally~~year, due to ~~lower depreciation expense following~~ the sale of ~~the Vertical Seal division of ANR, and the cessation of depreciation at~~ Avonmore ~~beginning~~ in ~~the second quarter of 2019 in connection with the write down of certain assets to their estimated net realizable value.~~2019.

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

~~Loss~~Income (loss) from continuing operations approximated ~~$1,340~~$4,351 and ~~$2,847~~$(11,959) for the three months ended ~~September 30,~~March 31, 2020, and 2019, ~~and 2018, and $13,952 and $4,813 for the nine months ended September 30, 2019, and 2018,~~ respectively. The current ~~year-to-date period~~quarter includes the ~~Bad Debt Expense,~~Proceeds from Business Interruption Insurance Claim whereas the prior year quarter includes the Impairment Charge, ~~and~~ professional fees associated with ~~our~~the Corporation’s overall corporate restructuring plan and employee severance costs due to reductions in force of ~~$1,653~~$921 (the “Restructuring-Related Costs”)., and the Excess Costs of Avonmore. A discussion of operating results for ~~our~~the Corporation’s two segments is included below.

Forged and Cast Engineered Products. Sales for the Forged and Cast Engineered Products segment for the three and nine months ended September 30, 2019, decreased when compared to the same periods of the prior year. The reduction is principally due to lower sales of FEP of $6,006 and $29,252 for the three and nine months ended September 30, 2019, respectively. Sales of FEP were adversely impacted by a lower volume of shipments and weaker pricing due to the fall-off in demand, particularly for the oil and gas industry. Lower weighted average exchange rates used to translate the net sales of our foreign subsidiaries into the U.S. dollar reduced net sales by approximately $2,200 and $9,700 for the three and nine months ended September 30, 2019, respectively, compared to the same periods of the prior year.

~~Operating results for the~~ three months ended September 30, 2019, improved from a year ago by $1,120 primarily due to lower losses at ANR as the Avonmore operations were curtailed in anticipation of its sale. The effect from the lower volume of FEP shipments, which approximated $2,000, was offset by better pricing for our mill rolls. Manufacturing efficiencies for our domestic operations were partially mitigated by unabsorbed costs of our European operations due to summer holiday, including scheduled maintenance plant shutdowns. Operating results for the nine months ended September 30, 2019,March 31, 2020, decreased ~~by $9,258~~ when compared to the same period of the prior year principally due to:

Operating results for the current year quarter improved significantly from a year ago, which included the Impairment Charge and the ~~Bad Debt Expense, and restructuring-related~~Excess Costs of Avonmore. Additionally, the current year quarter benefited from:

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

Backlog approximated ~~$282,298~~$220,631 at ~~September 30, 2019,~~March 31, 2020, compared to ~~$298,723~~$270,737 at December 31, ~~2018,~~2019, and ~~$304,790~~$295,724 at ~~September 30, 2018.~~March 31, 2019. The decrease in backlog from earlier periods is principally due to lower ~~demand~~backlog for ~~FEP~~cast rolls and ~~changes~~a decline in foreign exchange rates used to convert the backlog of ~~our~~the Corporation’s foreign subsidiaries into the U.S. dollar. ~~The decrease in backlog for FEP is associated with reduced demand for the oil and gas market.~~ Lower exchange rates at ~~September 30, 2019,~~March 31, 2020, when compared to each of the earlier periods, reduced backlog by approximately ~~$11,000 and $14,000, respectively. Approximately $200,000~~$10,000. At March 31, 2020, approximately 21% of the ~~current~~ backlog is expected to ship after ~~2019.~~2020; however, as a result of the COVID-19 pandemic, customers are requesting deferral of orders which may result in a larger percentage of backlog being shipped after 2020.

Air and Liquid Processing. Net sales for the three ~~and nine~~ended March 31, 2020, were slightly higher than net sales for the three months ended ~~September 30, 2019,~~March 31, 2019. An increase in sales of air handlers and ~~2018, were relatively comparable.~~heat exchangers was partially offset by a decrease in sales of centrifugal pumps to U.S. Navy shipbuilders. Operating income for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020, improved against the same period of the prior year primarily due to product mix and savings generated by process improvement efforts at all three businesses. At March 31, 2020, backlog approximated $57,388, which compares to $50,594 at December 31, 2019, ~~decreased by 23%~~ and ~~18%, respectively,~~$53,662 at March 31, 2019. The improvement in backlog at March 31, 2020, when compared to the ~~three and nine months ended September 30, 2018. Shipments of air handling units for the current year~~earlier periods, ~~were higher than the same periods of the prior year; however, operating income decreased~~is due to a change in product mix. Sales of pumps were slightly below the prior year periods due to a drop-off in commercial pump shipments to the refrigeration market, and operating income declined due to the lower volume of sales. Sales of heat exchange coils were lower for each of the current year periods when compared to prior year due to a lowerstrong order intake ~~with operating income being further affected by a shift in product mix. At September 30, 2019, backlog approximated $52,821, which compares to $44,356 at December 31, 2018,~~for heat exchangers and ~~$49,435 at September 30, 2018. Backlog for each of the product lines improved at September 30, 2019, when compared to December 31, 2018, with the~~centrifugal pumps. The majority ~~of the increase being attributable to orders for U.S. Navy shipbuilders. Approximately 40%~~ of the current backlog is expected to ship in ~~2019.~~2020.

~~Investment-related income~~ fluctuated because of the timing and amount of a dividend received from our cast roll Chinese joint venture. In 2019, we received a dividend of $1,400 during the second quarter. In 2018, we received a dividend of approximately $400 in the third quarter.

~~Interest expense~~ for the current year periods increased over the comparable prior year periods 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 for the three ~~and nine~~ months ended ~~September 30, 2019,~~March 31, 2020, includes ~~a net gain~~higher foreign exchange losses of ~~$2,304 resulting from~~$1,383 and unrealized losses of approximately $700, whereas the ~~curtailment~~prior year quarter had unrealized gains of ~~the defined benefit pension and other postretirement plans of ANR and special termination benefits associated with~~

the sale of the Avonmore Plant and the cessation of all manufacturing operations at ANR. Other income (expense) – net for the nine months ended September 30, 2018, includes a favorable contract settlement with a third party completedapproximately $381, on investments held in the ~~first quarter of 2018 of $2,425. The remaining fluctuation between the periods is~~Rabbi trust due to ~~foreign exchange gains and losses.~~market volatility associated with the COVID-19 pandemic.

Income tax ~~provision~~benefit (provision) for each of the periods includes income taxes associated with ~~our~~the Corporation’s profitable operations. An income tax benefit is not able to be recognized on losses of certain of ~~our~~the Corporation’s entities since they remain in a three-year cumulative loss position. Additionally, the income tax provision for the nine months ended September 30, 2018, 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 it ~~was~~is “more likely than not” the asset will not be realized. During the current year quarter, the Corporation recorded an income tax benefit of approximately $3,502 due to the CARES Act, which enabled the Corporation to carry back net operating losses to an earlier period, at a higher tax rate, and to release a portion of the valuation allowance it had previously established against its deferred income tax ~~assets would be realized, (ii) a benefit~~assets.

Loss from discontinued operations, net of tax for the ~~carryback of additional 2017 tax losses of $986,~~three months ended March 31, 2019, represents the net loss associated with ASW.

Net income attributable to Ampco-Pittsburgh and (iii) a refund of AMT credits of $433. The additional benefit was partially offset by recognition of a one-time tax on the deemed repatriation of previously untaxed foreign earnings of approximately $2,369.

~~Net loss from continuing operations and loss~~income per common share for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020, include an income tax benefit of approximately $3,502 due to the enactment of the CARES Act and the Proceeds from Business Interruption Insurance Claim which had a combined positive impact on income per common share of approximately $0.34. Net loss from continuing operations attributable to Ampco-Pittsburgh and loss per common share for the three months ended March 31, 2019, include the Impairment Charge, the Restructuring-Related Costs, the Excess Costs of Avonmore and ~~the Bad Debt Expense,~~loss from discontinued operations, which had a combined negative ~~impact on net loss from continuing operations~~ per common share impact of ~~$0.04 and $1.04 per common share for the respective periods.~~$1.24.

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

~~We have~~The Corporation has presented non-GAAP adjusted ~~(loss)~~ income from continuing operations because it is a key measure used by ~~our~~the Corporation’s management and Board of Directors to understand and evaluate ~~our~~the Corporation’s operating performance and to develop operational goals for managing ~~our~~its business. This non-GAAP financial measure excludes significant charges or credits, that are one-time charges or credits, unrelated to ~~our~~the Corporation’s ongoing results of operations or beyond ~~our~~its control. Additionally, a portion of the incentive and compensation arrangements for certain employees is based on the Corporation’s business performance. ~~We believe~~The Corporation believes this non-GAAP financial measure helps identify underlying trends in ~~our~~its business that could otherwise be

masked by the effect of the items that ~~we exclude~~it excludes from the adjusted ~~(loss)~~ income from continuing operations. In particular, ~~we believe~~the Corporation believes that the exclusion of the Impairment Charge, the Restructuring-Related Costs, the Excess Costs of Avonmore, which are not expected to continue following the sale of Avonmore, and the ~~Bad Debt Expense~~Proceeds from Business Interruption Insurance Claim can provide a useful measure for period-to-period comparisons of ~~our~~the Corporation’s core business performance. Accordingly, ~~we believe~~the Corporation believes that this non-GAAP financial measure provides useful information to management, shareholders and investors, and others in understanding and evaluating ~~our~~its operating results, enhancing the overall understanding of ~~our~~its past performance and future prospects and allowing for greater transparency with respect to key financial metrics used by ~~our~~the Corporation’s management in its financial and operational decision-making.

Adjusted ~~(loss)~~ 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 ~~(loss)~~ income from continuing operations rather than ~~loss~~income (loss) from continuing operations, which is the nearest GAAP equivalent. Among other things, the Excess Costs of Avonmore ~~which is excluded from the adjusted non-GAAP financial measure,~~ necessarily reflects judgments made by management in allocating manufacturing and operating costs between Avonmore and the Corporation’s other operations and in anticipating how it will conduct business following the sale of Avonmore. ~~There~~Additionally, there can be no assurance that additional charges similar to the Impairment Charge and the Restructuring-Related Costs ~~and the Bad Debt Expense~~ will not occur in future periods.

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

The following is a reconciliation of ~~loss~~income (loss) from continuing operations to non-GAAP adjusted ~~(loss)~~ income from continuing operations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020, and 2019, ~~and 2018,~~ respectively:

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2019			2018			2019			2018			2020			2019
Loss from continuing operations, as reported (GAAP)	$	(1,340	)	$	(2,847	)	$	(13,952	)	$	(4,813	)
Income (loss) from continuing operations, as reported (GAAP)													$	4,351		$	(11,959	)
Impairment Charge ⁽¹⁾		0			0			10,082			0			0			10,082
Restructuring-Related Costs ⁽²⁾		561			379			1,653			379			0			921
Excess Costs of Avonmore ⁽³⁾		685			1,750			4,572			5,660			0			2,202
Bad Debt Expense ⁽⁴⁾		0			0			1,366			0
(Loss) income from continuing operations, as adjusted (Non-GAAP)	$	(94	)	$	(718	)	$	3,721		$	1,226
Proceeds from Business Interruption Insurance Claim ⁽⁴⁾														(769	)		0
Income from continuing operations, as adjusted (Non-GAAP)													$	3,582		$	1,246

~~Results from Discontinued Operations for the Three and Nine Months Ended September 30, 2019 and 2018~~

Loss from discontinued operations represents the net loss associated with ASW. Losses were higher in the current year-to-date period primarily due to a lower demand for ingot feedstock, which is used in the production of forged engineered products to the oil and gas industry, and the impact of tariffs, which began on September 1, 2018.

Net cash flows provided by (used in) ~~provided by~~ operating activities for continuing operations for the ~~nine~~three months ended ~~September 30,~~March 31, 2020, and 2019, ~~and 2018,~~ fluctuated primarily due to ~~additional~~improved operating results and a lower investment in trade working capital. Although wethe Corporation recorded an impairment charge in 2019 associated with the anticipated sale of the Avonmore ~~Plant,~~plant, the charge was a non-cash charge and, accordingly, did not impact ~~our~~its net cash flows used in operating activities. ~~Changes~~

The decrease in ~~trade working capital~~accounts receivable at ~~September 30, 2019,~~March 31, 2020, from December 31, ~~2018, include:~~

Net cash flows ~~provided by~~used in investing activities for continuing operations includes capital expenditures primarily for the nine months ended September 30, 2019, include proceeds from the sale of ASW of $4,292 and the Avonmore Plant of $3,700. Capital expenditures for each of the periods were comparable and related primarily to the Forged and Cast Engineered ProductsFCEP segment. As of ~~September 30, 2019,~~March 31, 2020, commitments for future capital expenditures approximated ~~$3,435,~~$5,000, which is expected to be spent over the next 12 months.

Net cash flows ~~(used in) provided by~~used in financing activities for continuing operations fluctuated as a result of borrowing activity, proceeds from the sale and leaseback financing transaction completed in 2018, and changes in funding required by our discontinued operation, ASW. In September 2019, combined proceeds from the sale of ASW and the Avonmore Plant of $7,992 were used to repay a portion of our borrowings under our revolving credit facility.activity. In March 2019, wethe Corporation repaid ~~the~~ promissory notes (and interest), equaling $26,474, with additional borrowings under ~~our~~its revolving credit facility. In September 2018, we completed a sale and leaseback financing transaction for $19,000, with the majority of the proceeds used to repay borrowings under our revolving credit facility. In 2019, a lower level of funding was required for ASW as ASW began to reduce its investment in trade working capital following the fall-off in the business, which began in mid-2018.

Net cash flows used in discontinued operations for the ~~nine~~three months ended March 31, 2019, represent the cash flows of ASW which was sold in September ~~30, 2019, and September 30, 2018, were comparable. The reduction in trade working capital for the nine months ended September 30, 2019, required lower borrowings by ASW from its affiliates.~~2019.

As a result of the above, cash and cash equivalents ~~decreased~~increased by ~~$9,884~~$6,982 in ~~2019,~~the first quarter of 2020 and ended the period at ~~$9,829~~$13,942 in comparison to ~~$19,713~~$6,960 at December 31, ~~2018.~~2019. As of ~~September 30, 2019,~~March 31, 2020, the majority of ~~our~~the Corporation’s cash and cash equivalents is held by ~~our~~the Corporation’s foreign operations. A springing lock-box feature whereby daily domestic customer remittances to the ~~lock-box~~lock-

box are used to pay down borrowings under ~~our~~the Corporation’s revolving credit facility, results in minimal cash maintained by ~~our~~the Corporation’s domestic operations.

Cash held by ~~our~~the Corporation’s foreign operations is considered to be permanently reinvested; accordingly, a provision for estimated local and withholding tax has not been made. If wethe Corporation were to remit any foreign earnings to ~~the~~it or any of its U.S., entities, the estimated tax impact would be insignificant.

Funds on hand, funds generated from future operations and availability under ~~our~~the Corporation’s revolving credit facility are expected to be sufficient to finance ~~our~~the Corporation’s operational and capital expenditure requirements. As of ~~September 30, 2019,~~March 31, 2020, remaining availability under the revolving credit facility approximated ~~$21,000,~~$31,000, net of standard availability reserves. The Corporation’s availability under the revolving credit facility is based, in part, on a percentage of qualified accounts receivable and inventories and an amount for qualified property, plant and equipment. The COVID-19 pandemic could reduce the volume of business activity for the Corporation or the appraised values of these assets thereby reducing availability under the revolving credit facility and causing the Corporation not to have access to sufficient fund to finance its operational and capital expenditure requirements. Additionally, it could cause the excess availability under the revolving credit facility to fall below the established threshold requiring the Corporation to maintain a minimum fixed charge coverage ratio which the Corporation may not be able to satisfy thereby further limiting its availability of funds.

The revolving credit facility’s maturity date is May 20, 2021, and, subject to the other terms and conditions of the facility, becomes due on that date. The Corporation is working closely with the current syndicate of banks to refinance and/or extend the revolving credit facility prior to its maturity date. If the Corporation and the current syndicate of banks are not successful with refinancing efforts, then the Corporation will explore alternative financing arrangements available with other banks and other sources of capital in the financial markets. The COVID-19 pandemic, however, may require the Corporation to renegotiate the revolving credit facility on less favorable terms or could adversely affect the Corporation’s ability to access the capital markets. Additionally, there can be no assurance that the Corporation will be able to successfully refinance or extend the revolving credit facility or secure alternative financing.

While the revolving credit agreement limits the amount of distributions made to upstream ~~we have~~entities, the Corporation has not historically relied on or ~~have~~has it been dependent on distributions from ~~our~~the Corporation’s subsidiaries and ~~are~~it is 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, ~~2018,~~2019, remain unchanged.

The information contained in Note 15 to the condensed consolidated financial statements (Litigation) is incorporated herein by reference.

~~There are no material changes to~~The risk factor set forth below updates the ~~Risk Factors contained~~risk factors in ~~Item 1A to Part I of~~ the Corporation’s Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019, and could materially affect the Corporation’s business, financial position or results of operations.

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

The COVID-19 pandemic could also adversely affect the Corporation’s liquidity and ability to access the capital markets. Additionally, government stimulus programs may not be available to the Corporation, its customers, or its suppliers, or may prove to be ineffective. Furthermore, in the event that the impact from the COVID-19 pandemic causes the Corporation to be unable to satisfy any of its financial covenants or maintain a certain level of excess availability under its revolving credit facility, the availability of funds to the Corporation may become limited, or the Corporation may be required to renegotiate the facility on less favorable terms. If the Corporation is unable to access additional credit at the levels it requires, or the cost of credit is greater than expected, it could materially adversely affect the Corporation’s results of operations, financial condition and cash flows.

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

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

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.)


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


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 – ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019	3

		Condensed Consolidated Statements of Operations – Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~	4

		Condensed Consolidated Statements of Comprehensive Income (Loss) – Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~	5
		Condensed Consolidated Statements of Shareholders’ Equity – Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~	6

		Condensed Consolidated Statements of Cash Flows – ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~	7

		Notes to Condensed Consolidated Financial Statements	8

	Item 2 –	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2322

	Item 3 –	Quantitative and Qualitative Disclosures About Market Risk	2827

	Item 4 –	Controls and Procedures	28

Part II –	Other Information:

	Item 1 –	Legal Proceedings	29

	Item 1A –	Risk Factors	29

	Item 6 –	Exhibits	2930

Signatures			3031

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

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

~~(2.1)~~		Purchase Agreement, dated September 30, 2019, by and among Ampco UES Sub, Inc., ASW Steel Inc., Valbruna Canada Ltd. and Ampco-Pittsburgh Corporation, incorporated by reference to Current Report on Form 8-K filed on October 3, 2019.

~~(10.1)~~		Consent, Release and Amendment, dated September 30, 2019, by and among Ampco-Pittsburgh Corporation and PNC Bank, National Association, as administrative agent, and certain borrowers, guarantors and the other agents party thereto, incorporated by reference to Current Report on Form 8-K filed on October 3, 2019.

(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: ~~November 8, 2019~~May 11, 2020	BY:	/s/ J. Brett McBrayer
		J. Brett McBrayer
		Director and Chief Executive Officer

DATE: ~~November 8, 2019~~May 11, 2020	BY:	/s/ Michael G. McAuley
		Michael G. McAuley
		Senior Vice President, Chief Financial Officer and Treasurer