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 ~~2, 2021, 19,093,782~~9, 2022, 19,403,519 common shares were outstanding.

	September 30, 2021			December 31, 2020			September 30, 2022			December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	12,251		$	16,842		$	12,190		$	10,337
Receivables, less allowance for doubtful accounts of $964 as of September 30, 2021 and $1,131 as of December 31, 2020		67,388			60,366
Receivables, less allowance for doubtful accounts of $906 as of September 30, 2022, and $1,240 as of December 31, 2021								76,341			68,829
Receivables from related parties (Note 17)								1,881			0
Inventories		82,390			73,243			92,511			88,198
Insurance receivable – asbestos		16,000			16,000			16,000			16,000
Other current assets		4,799			5,381			5,775			4,933
Total current assets		182,828			171,832			204,698			188,297
Property, plant and equipment, net		159,792			162,098			153,028			158,563
Operating lease right-of-use assets		4,020			4,344			3,547			4,056
Insurance receivable – asbestos		93,713			101,937			97,549			105,297
Deferred income tax assets		2,163			2,493			2,622			2,176
Intangible assets, net		6,437			7,217			4,970			6,204
Investments in joint ventures		2,175			2,175			2,175			2,175
Prepaid pensions								10,516			11,963
Other noncurrent assets		12,746			11,112			5,260			6,901
Total assets	$	463,874		$	463,208		$	484,365		$	485,632
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	38,922		$	26,678		$	37,584		$	43,105
Accounts payable to related parties (Note 17)								891			1,125
Accrued payrolls and employee benefits		16,356			19,304			12,628			15,954
Debt – current portion		18,849			12,436			15,376			20,007
Operating lease liabilities – current portion		634			674			630			641
Asbestos liability – current portion		22,000			22,000			23,000			23,000
Other current liabilities		22,971			24,240			29,174			21,210
Total current liabilities		119,732			105,332			119,283			125,042
Employee benefit obligations		75,068			81,832			54,167			62,114
Asbestos liability		143,867			158,196			142,631			157,314
Long-term debt		29,051			24,807			82,914			40,912
Noncurrent operating lease liabilities		3,387			3,670			2,917			3,415
Deferred income tax liabilities		1,773			1,403			3,626			3,858
Other noncurrent liabilities		2,335			2,969			808			1,171
Total liabilities		375,213			378,209			406,346			393,826
Commitments and contingent liabilities (Note 8)
Shareholders’ equity:
Common stock – par value $1; authorized 40,000 shares; issued and outstanding 19,094 shares as of September 30, 2021 and 18,312 shares as of December 31, 2020		19,094			18,312
Common stock – par value $1; authorized 40,000 shares; issued and outstanding 19,403 shares as of September 30, 2022, and 19,184 shares as of December 31, 2021								19,403			19,184
Additional paid-in capital		174,026			170,318			175,504			174,561
Retained deficit		(43,730	)		(43,371	)		(53,172	)		(56,066	)
Accumulated other comprehensive loss		(69,698	)		(68,695	)		(72,324	)		(55,106	)
Total Ampco-Pittsburgh shareholders’ equity		79,692			76,564			69,411			82,573
Noncontrolling interest		8,969			8,435			8,608			9,233
Total shareholders’ equity		88,661			84,999			78,019			91,806
Total liabilities and shareholders’ equity	$	463,874		$	463,208		$	484,365		$	485,632

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020			2022			2021			2022			2021
Net sales:
Net sales	$	81,185		$	75,674		$	260,413		$	241,515		$	97,228		$	78,624		$	289,696		$	253,727
Net sales to related parties (Note 17)														2,419			2,561			6,959			6,686
Total net sales														99,647			81,185			296,655			260,413
Operating costs and expenses:
Costs of products sold (excluding depreciation and amortization)		67,990			59,461			213,011			189,604			84,378			67,990			250,685			213,011
Selling and administrative		10,910			11,445			34,538			33,474			11,089			10,910			31,941			34,538
Depreciation and amortization		4,279			4,511			13,515			13,863			4,206			4,279			13,133			13,515
Loss on disposal of assets		367			79			334			131			48			367			47			334
Total operating costs and expenses		83,546			75,496			261,398			237,072			99,721			83,546			295,806			261,398
(Loss) income from operations		(2,361	)		178			(985	)		4,443			(74	)		(2,361	)		849			(985	)
Other income:
Other income (expense):
Investment-related income		14			1,215			1,079			1,327			507			14			513			1,079
Interest expense		(834	)		(1,018	)		(2,672	)		(3,228	)		(1,486	)		(834	)		(3,684	)		(2,672	)
Other income – net		2,006			1,493			4,694			2,510			3,174			2,006			7,019			4,694
Total other income		1,186			1,690			3,101			609			2,195			1,186			3,848			3,101
(Loss) income before income taxes		(1,175	)		1,868			2,116			5,052
Income tax (provision) benefit		(291	)		(630	)		(2,044	)		1,649
Net (loss) income		(1,466	)		1,238			72			6,701
Income (loss) before income taxes														2,121			(1,175	)		4,697			2,116
Income tax provision														(987	)		(291	)		(1,432	)		(2,044	)
Net income (loss)														1,134			(1,466	)		3,265			72
Less: Net income attributable to noncontrolling interest		123			270			431			923			288			123			371			431
Net (loss) income attributable to Ampco-Pittsburgh	$	(1,589	)	$	968		$	(359	)	$	5,778
Net income (loss) attributable to Ampco-Pittsburgh													$	846		$	(1,589	)	$	2,894		$	(359	)

Net (loss) income per share attributable to Ampco-Pittsburgh common shareholders:
Net income (loss) per share attributable to Ampco- Pittsburgh common shareholders:
Basic	$	(0.08	)	$	0.07		$	(0.02	)	$	0.45		$	0.04		$	(0.08	)	$	0.15		$	(0.02	)
Diluted	$	(0.08	)	$	0.07		$	(0.02	)	$	0.43		$	0.04		$	(0.08	)	$	0.15		$	(0.02	)

Weighted average number of common shares outstanding:
Basic		19,093			13,343			18,905			12,915			19,396			19,093			19,291			18,905
Diluted		19,093			14,454			18,905			13,585			19,522			19,093			19,473			18,905

Three Months Ended September 30,

Nine Months Ended September 30,

2021

2020

2021

2020

Net (loss) income

$
(1,466
)

$
1,238

$
72

$
6,701

Other comprehensive (loss) income, net of income tax where applicable:

Adjustments for changes in:

Foreign currency translation

(2,499
)

4,708

(2,041
)

2,750

Unrecognized employee benefit costs (including effects of foreign currency translation)

275

(451
)

247

147

Fair value of cash flow hedges

(8
)

227

547

27

Reclassification adjustments for items included in net (loss) income:

Amortization of unrecognized employee benefit costs

457

281

1,371

1,044

Settlements of cash flow hedges

(304
)

10

(1,024
)

167

Other comprehensive (loss) income

(2,079
)

4,775

(900
)

4,135

Comprehensive (loss) income

(3,545
)

6,013

(828
)

10,836

Less: Comprehensive income attributable to noncontrolling interest

124

561

534

1,114

Comprehensive (loss) income attributable to Ampco-Pittsburgh

$
(3,669
)

$
5,452

$
(1,362
)

$
9,722

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Net income (loss)	$	1,134		$	(1,466	)	$	3,265		$	72
Other comprehensive loss, net of income tax where applicable:
Adjustments for changes in:
Foreign currency translation		(8,745	)		(2,499	)		(19,787	)		(2,041	)
Unrecognized employee benefit costs (including effects of foreign currency translation)		891			275			1,441			247
Fair value of cash flow hedges		(251	)		(8	)		(809	)		547
Reclassification adjustments for items included in net income (loss):
Amortization of unrecognized employee benefit costs		281			457			833			1,371
Settlements of cash flow hedges		367			(304	)		108			(1,024	)
Other comprehensive loss		(7,457	)		(2,079	)		(18,214	)		(900	)
Comprehensive loss		(6,323	)		(3,545	)		(14,949	)		(828	)
Less: Comprehensive (loss) income attributable to noncontrolling interest		(269	)		124			(625	)		534
Comprehensive loss attributable to Ampco-Pittsburgh	$	(6,054	)	$	(3,669	)	$	(14,324	)	$	(1,362	)

Three Months Ended September 30, 2022																	Common Stock		Additional Paid-in Capital			Retained Deficit			Accumulated Other Comprehensive Loss			Noncontrolling Interest			Total
Balance at July 1, 2022																	$	19,355	$	174,868		$	(54,018	)	$	(65,424	)	$	8,877		$	83,658
Stock-based compensation																				684												684
Comprehensive loss:
Net income																							846						288			1,134
Other comprehensive loss																										(6,900	)		(557	)		(7,457	)
Comprehensive loss																													(269	)		(6,323	)
Shareholder exercise of warrants (Note 9)																		48		(48	)											0
Issuance of common stock excluding excess tax benefits of $0																		0		0												0
Balance at September 30, 2022																	$	19,403	$	175,504		$	(53,172	)	$	(72,324	)	$	8,608		$	78,019

Three Months Ended September 30, 2021	Common Stock		Additional Paid-in Capital			Retained Deficit			Accumulated Other Comprehensive Loss			Noncontrolling Interest		Total
Balance at July 1, 2021	$	19,076	$	173,446		$	(42,141	)	$	(67,618	)	$	8,845	$	91,608		$	19,076	$	173,446		$	(42,141	)	$	(67,618	)	$	8,845		$	91,608
Stock-based compensation				515											515					515												515
Comprehensive income (loss):
Net (loss) income							(1,589	)					123		(1,466	)							(1,589	)					123			(1,466	)
Other comprehensive (loss) income										(2,080	)		1		(2,079	)										(2,080	)		1			(2,079	)
Comprehensive income (loss)													124		(3,545	)
Comprehensive income (loss):																													124			(3,545	)
Shareholder exercise of warrants (Note 9)		16		75											91			16		75												91
Issuance of common stock excluding excess tax benefits of $0		2		(10	)										(8	)		2		(10	)											(8	)
Balance at September 30, 2021	$	19,094	$	174,026		$	(43,730	)	$	(69,698	)	$	8,969	$	88,661		$	19,094	$	174,026		$	(43,730	)	$	(69,698	)	$	8,969		$	88,661

Three Months Ended September 30, 2020
Balance at July 1, 2020	$	12,794	$	156,855		$	(46,531	)	$	(69,202	)	$	7,269	$	61,185
Nine Months Ended September 30, 2022
Balance at January 1, 2022																	$	19,184	$	174,561		$	(56,066	)	$	(55,106	)	$	9,233		$	91,806
Stock-based compensation				436											436					1,512												1,512
Comprehensive income:
Comprehensive loss:
Net income							968						270		1,238								2,894						371			3,265
Other comprehensive income										4,484			291		4,775
Comprehensive income													561		6,013
Equity rights offering (Note 9)		5,508		12,642											18,150
Other comprehensive loss																										(17,218	)		(996	)		(18,214	)
Comprehensive loss																													(625	)		(14,949	)
Shareholder exercise of warrants (Note 9)																		48		(48	)											0
Issuance of common stock excluding excess tax benefits of $0		10		(20	)										(10	)		171		(521	)											(350	)
Balance at September 30, 2020	$	18,312	$	169,913		$	(45,563	)	$	(64,718	)	$	7,830	$	85,774
Balance at September 30, 2022																	$	19,403	$	175,504		$	(53,172	)	$	(72,324	)	$	8,608		$	78,019

Nine Months Ended September 30, 2021
Balance at January 1, 2021	$	18,312	$	170,318		$	(43,371	)	$	(68,695	)	$	8,435	$	84,999		$	18,312	$	170,318		$	(43,371	)	$	(68,695	)	$	8,435		$	84,999
Stock-based compensation				1,543											1,543					1,543												1,543
Comprehensive income (loss):
Net (loss) income							(359	)					431		72								(359	)					431			72
Other comprehensive (loss) income										(1,003	)		103		(900	)										(1,003	)		103			(900	)
Comprehensive income (loss)													534		(828	)													534			(828	)
Shareholder exercise of warrants (Note 9)		575		2,733											3,308			575		2,733												3,308
Issuance of common stock excluding excess tax benefits of $0		207		(568	)										(361	)		207		(568	)											(361	)
Balance at September 30, 2021	$	19,094	$	174,026		$	(43,730	)	$	(69,698	)	$	8,969	$	88,661		$	19,094	$	174,026		$	(43,730	)	$	(69,698	)	$	8,969		$	88,661

Nine Months Ended September 30, 2020
Balance at January 1, 2020	$	12,652	$	156,251		$	(51,341	)	$	(68,662	)	$	6,716	$	55,616
Stock-based compensation				913											913
Comprehensive income:
Net income							5,778						923		6,701
Other comprehensive income										3,944			191		4,135
Comprehensive income													1,114		10,836
Equity rights offering (Note 9)		5,508		12,642											18,150
Issuance of common stock excluding excess tax benefits of $0		152		107											259
Balance at September 30, 2020	$	18,312	$	169,913		$	(45,563	)	$	(64,718	)	$	7,830	$	85,774

	Nine Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2022			2021
Net cash flows (used in) provided by operating activities	$	(4,398	)	$	33,944
Net cash flows used in operating activities							$	(20,405	)	$	(4,398	)

Cash flows from investing activities:
Purchases of property, plant and equipment		(11,982	)		(6,015	)		(13,003	)		(11,982	)
Proceeds from sale of property, plant and equipment		249			30			3			249
Purchases of long-term marketable securities		(31	)		(146	)		(496	)		(31	)
Proceeds from sale of long-term marketable securities		243			349			980			243
Net cash flows used in investing activities		(11,521	)		(5,782	)		(12,516	)		(11,521	)

Cash flows from financing activities:
Repayment of debt		(1,730	)		(976	)
Proceeds from revolving credit facility		19,016			0			43,000			19,016
Payments on revolving credit facility		(8,500	)		(34,273	)		(27,283	)		(8,500	)
Proceeds from sale and leaseback financing arrangement								15,500			0
Payments on sale and leaseback financing arrangements								(264	)		(176	)
Proceeds from equipment financing facility								4,014			0
Proceeds from related party debt (Note 17)								5,776			0
Repayments of related party debt (Note 17)								(4,251	)		(1,065	)
Repayments of debt								(480	)		(489	)
Proceeds from shareholder exercise of warrants (Note 9)		3,308			0			0			3,308
Proceeds from equity rights offering, net of issuance costs (Note 9)		0			18,150
Debt issuance costs		(485	)		(329	)		(104	)		(485	)
Net cash flows provided by (used in) financing activities		11,609			(17,428	)
Net cash flows provided by financing activities								35,908			11,609

Effect of exchange rate changes on cash and cash equivalents		(281	)		586			(1,134	)		(281	)

Net (decrease) increase in cash and cash equivalents		(4,591	)		11,320
Net increase (decrease) in cash and cash equivalents								1,853			(4,591	)
Cash and cash equivalents at beginning of period		16,842			6,960			10,337			16,842
Cash and cash equivalents at end of period	$	12,251		$	18,280		$	12,190		$	12,251

Supplemental information:
Income tax payments	$	1,344		$	1,597		$	959		$	1,344
Interest payments	$	1,810		$	2,287		$	3,896		$	1,810

Non-cash investing and financing activities:
Purchases of property, plant and equipment in current liabilities	$	1,339		$	945		$	1,009		$	1,339
Finance lease right-of-use assets exchanged for lease liabilities	$	1,250		$	423		$	1,105		$	1,250
Operating lease right-of-use assets exchanged for lease liabilities	$	53		$	691		$	191		$	53

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

The ALP 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.

~~On January 30, 2020,~~While the ~~World Health Organization (“WHO”) announced a global health emergency caused by a new strain~~Corporation is operating at more normal levels following the emergence of the coronavirus (“COVID-19”) ~~and advised of the risks to the international community as the virus spread globally. In March 2020, the WHO classified the COVID-19 outbreak as a~~ pandemic based on the rapid increase in exposure globally. In response, many state and local governments required the closure of various businesses. The U.S. Department of Homeland Security, however, issued guidance outlining criteria to identify domestic businesses as operating in critical infrastructure industries, essential to the economic prosperity, security and continuity of the United States, which provides exceptions to certain closures mandated by state and local governments and permits businesses to continue operations during such an order. The Corporation’s domestic businesses are deemed to participate in critical infrastructure industries; however, despite the designation and particularly in 2020, lingering effects continue, some of which are being exacerbated by the Corporation has had to periodically and temporarily idle certain operations of its FCEP segment and, consequently, furlough certain of its employees in response to market conditions. The pandemic has also spurredRussia-Ukraine conflict, including periodic disruptions to the global supply ~~chain. Accordingly, the Corporation has experienced,~~chain, global inflationary pressures and may continue to experience, customer-requested delays of deliveries or cancellation of orders, lower order intake resulting from customers postponing projects, inability to obtain raw materials and supplies critical to the manufacturing process, delays in receiving and shipping product due to the lack of ~~transportation, and higher cost of production and~~ transportation.

It is difficult to isolate the impact of the pandemic on the Corporation’s operating results, particularly in relation to the unabsorbed costs resulting from the periodic and temporary idling of certain of the Corporation’s forged and cast roll operations and furloughing of employees. In addition, the Corporation is uncertain of the full effect the pandemic will have on it for the longer term since the scope and duration of the pandemic is unknown, and evolving factors such as the level and timing of the distribution of efficacious vaccines across the world, hesitancy to use the vaccine and the extent of any resurgences of the virus or emergence of new variants of the virus, such as the Delta variant, will impact the stability of economic recovery and growth. The extent to which the operations of the Corporation, and the operations of its customers and vendors, may be adversely impacted by the COVID-19 pandemic will depend largely on these future developments. The Corporation may experience long-term disruptions to its operations resulting from changes in government policy or guidance; quarantines of employees, customers and suppliers in areas affected by the pandemic; and closures of businesses or manufacturing facilities critical to its business or supply chains. It may also incur higher write-offs of accounts receivables and impairment charges on its asset values, including

~~property, plant and equipment and intangible assets.~~ The Corporation is actively monitoring, and will continue to actively monitor, the pandemic and the Russia-Ukraine conflict and the potential impact on its operations, financial condition, liquidity, suppliers, industry, and workforce.

~~In response to the pandemic, the United States federal government enacted the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act into law on March 27, 2020.~~ The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferral of employer-side social security payments and contributions to employee benefit plans, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. Subsequently, on March 11, 2021, the American Rescue Plan (“ARP”) Act of 2021 was enacted into law, providing the next phase of economic relief as a result of the COVID-19 pandemic. The ARP Act, among other things, extends the provision relating to refundable payroll tax credits and deferral of contributions to employee benefit plans. Similar programs have been offered in certain of the foreign jurisdictions in which the Corporation operates, including subsidies and reimbursement of certain employee-related costs. While the Corporation has taken, and intends to continue to take, advantage of various provisions of the CARES Act, the ARP Act and other similar programs offered domestically and 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.

~~The~~unaudited condensed consolidated balance sheet as of September 30, ~~2021,~~2022, the unaudited condensed consolidated statements of operations, comprehensive ~~income (loss)~~loss and shareholders’ equity for the three and nine months ended September 30, 2022, and 2021, and ~~2020, and the condensed consolidated statements of~~ cash flows for the nine months ended September 30, ~~2021,~~2022, and ~~2020,~~2021, have been prepared by the ~~Corporation without audit.~~Corporation. 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, ~~2021,~~2022, are not necessarily indicative of the operating results expected for the full year.

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 December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12,~~ ~~Income Taxes (Topic 740).~~ ASU 2019-12 is intended to simplify the accounting for income taxes including removing the exception to the 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, and accounting for franchise or similar tax, and requiring an entity to reflect the effect of an enacted change in tax laws or rates in the interim period that includes the enactment date. The guidance became effective for the Corporation on January 1, 2021, and did not impact the Corporation’s consolidated financial position, operating results or liquidity.

In ~~August 2020,~~September 2022, the ~~FASB~~Financial Accounting Standards Board (the “FASB”) issued ASU ~~2020-06,~~2022-04, ~~Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity~~. ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. ASU 2020-06 requires entities to provide expanded disclosures about the terms and features of convertible instruments and amends certain guidance in ASC 260, ~~Earnings per Share~~Liabilities – Supplier Finance Programs, ~~relating~~which requires certain disclosures related to supplier finance programs including the ~~computation~~nature of ~~earnings per share for convertible instruments~~the program, activity during the period, changes from period to period, and ~~contracts in an entity’s own equity.~~potential magnitude. The guidance becomes effective for the Corporation on January 1, ~~2024, with early adoption of all amendments in the same period permitted.~~2023, including interim periods. The Corporation is currently evaluating the impact the guidance will have on its ~~consolidated financial statements.~~

~~In March 2020, the FASB issued ASU 2020-04,~~ ~~Facilitation of the Effects of Reference Rate Reform on Financial Reporting~~. ASU 2020-04 provides optional guidance for a limited period of time for applying generally accepted accounting principles to modifications of contracts, hedging relationships and 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. To date, no contracts have been required to be modified as a result of reference rate reform. The Corporation is currently evaluating the impact the guidance will have ondisclosures in its ~~consolidated financial position, operating results and liquidity if such an event occurs in the future and the Corporation chooses to avail itself of the optional guidance.~~periodic filings.

In September 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 originally became effective for the Corporation on January 1, 2020; however, since the Corporation ~~met~~meets the definition of a Smaller Reporting Company, as defined by the Securities and Exchange Commission (“SEC”), 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 ~~consolidated~~ financial position and operating results. It will not, however, affect the Corporation’s liquidity.

At September 30, ~~2021,~~2022, and December 31, ~~2020,~~2021, approximately 39% and 35%, respectively, of the inventories were valued onusing the LIFO method with the remaining inventories valued onusing the FIFO method. Inventories were comprised of the following:

	September 30, 2021		December 31, 2020		September 30, 2022		December 31, 2021
Raw materials	$	21,225	$	17,893	$	30,720	$	22,332
Work-in-process		36,901		31,568		37,946		37,447
Finished goods		12,480		12,466		16,591		18,093
Supplies		11,784		11,316		7,254		10,326
Inventories	$	82,390	$	73,243	$	92,511	$	88,198

	September 30, 2021			December 31, 2020			September 30, 2022			December 31, 2021
Land and land improvements	$	10,252		$	10,473		$	9,687		$	10,377
Buildings		63,249			63,765			60,635			63,166
Machinery and equipment		343,416			339,203			342,973			345,118
Construction-in-process		10,057			4,896			16,100			11,019
Other		6,787			6,870			6,763			6,798
		433,761			425,207			436,158			436,478
Accumulated depreciation and amortization		(273,969	)		(263,109	)		(283,130	)		(277,915	)
Property, plant and equipment, net	$	159,792		$	162,098		$	153,028		$	158,563

The ~~majority of the assets of the Corporation, except real property including the~~ land and building of Union Electric Steel UK Limited, an indirect subsidiary of the Corporation (“UES-UK”), ~~is pledged as collateral for the Corporation’s revolving credit facility (Note 6). Land and buildings of UES-UK,~~ equal to ~~$2,856~~$2,362 (£2,122) at September 30, ~~2021,~~2022, are held as collateral by the trustees of the UES-UK defined benefit pension plan (Note 7). Machinery and equipment purchased with proceeds from the equipment finance facility (Note 6), equal to $4,014 at September 30, 2022, are included in construction-in-process and pledged as collateral for the facility. The remaining assets, other than real property, of the Corporation are pledged as collateral for the Corporation’s revolving credit facility (Note 6).

Certain land and land improvements and buildings were included sale and leaseback financing transactions (Note 6). Title to these assets lie with the lender; however, since the transactions qualified as financing transactions, versus sales, the assets remain recorded on the Corporation’s consolidated balance sheet.

The gross value of assets under finance ~~lease right-of-use assets~~leases and the related accumulated amortization ~~equaled $3,906~~approximated $4,188 and ~~$1,164,~~$1,287, respectively, as of September 30, ~~2021,~~2022, and ~~$3,430~~$3,882 and ~~$1,222,~~$1,263, respectively, at December 31, ~~2020. Amortization on~~2021. Depreciation expense approximated $4,117 and $4,210, including depreciation of assets under finance leases ~~equaled~~of approximately $77 and $124, ~~and $107~~ for the three months ended September 30, 2022, and 2021, respectively. Depreciation expense approximated $12,854 and ~~2020,~~$13,071, including depreciation of assets under finance leases of approximately $337 and $342, ~~and $245~~ for the nine months ended September 30, 2022, and 2021, ~~and 2020,~~ respectively.

	September 30, 2021			December 31, 2020			September 30, 2022			December 31, 2021
Customer relationships	$	5,951		$	6,191		$	5,138		$	5,850
Developed technology		4,271			4,457			3,662			4,201
Trade name		2,498			2,646			2,028			2,442
		12,720			13,294			10,828			12,493
Accumulated amortization		(6,283	)		(6,077	)		(5,858	)		(6,289	)
Intangible assets, net	$	6,437		$	7,217		$	4,970		$	6,204

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020			2022			2021			2022			2021
Balance at beginning of the period	$	6,654		$	7,050		$	7,217		$	7,625		$	5,431		$	6,654		$	6,204		$	7,217
Amortization of intangible assets		(69	)		(295	)		(444	)		(852	)		(89	)		(69	)		(279	)		(444	)
Other, primarily impact from changes in foreign currency exchange rates		(148	)		260			(336	)		242			(372	)		(148	)		(955	)		(336	)
Balance at end of the period	$	6,437		$	7,015		$	6,437		$	7,015		$	4,970		$	6,437		$	4,970		$	6,437

	September 30, 2021		December 31, 2020		September 30, 2022		December 31, 2021
Customer-related liabilities	$	12,204	$	16,144	$	18,245	$	12,548
Accrued interest payable		2,199		2,131		829		1,772
Accrued sales commissions		1,934		1,419		1,683		1,864
Other		6,634		4,546		8,417		5,026
Other current liabilities	$	22,971	$	24,240	$	29,174	$	21,210

~~Included in customer-related~~Customer-related liabilities ~~are costs expected to be incurred with respect to~~primarily include liabilities for product ~~warranties~~warranty claims and ~~customer deposits.~~deposits received on future orders. The Corporation provides a limited warranty on its products, known as ~~assurance type~~assurance-type warranties, and may issue credit notes or replace products free of charge for valid claims. A warranty is considered an ~~assurance type~~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 percentage of sales adjusted for ~~potential claims when a liability is~~ probable ~~and for~~ known claims.

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

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020			2022			2021			2022			2021
Balance at beginning of the period	$	7,840		$	8,695		$	8,105		$	9,065		$	6,759		$	7,840		$	7,331		$	8,105
Satisfaction of warranty claims		(923	)		(921	)		(2,668	)		(2,776	)		(1,100	)		(923	)		(2,226	)		(2,668	)
Provision for warranty claims		632			183			2,141			1,822
Provision for warranty claims, net														(22	)		632			1,078			2,141
Other, primarily impact from changes in foreign currency exchange rates		(135	)		160			(164	)		6			(357	)		(135	)		(903	)		(164	)
Balance at end of the period	$	7,414		$	8,117		$	7,414		$	8,117		$	5,280		$	7,414		$	5,280		$	7,414

Customer deposits represent amounts collected from, or invoiced to, a customer in advance of revenue ~~recognition and are recorded as other current liabilities on the condensed consolidated balance sheet.~~recognition. 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 September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020			2022			2021			2022			2021
Balance at beginning of the period	$	6,068		$	8,551		$	6,507		$	4,895		$	11,626		$	6,068		$	4,328		$	6,507
Satisfaction of performance obligations		(3,601	)		(5,276	)		(10,360	)		(12,268	)		(673	)		(3,601	)		(6,375	)		(10,360	)
Receipt of additional deposits		1,622			5,428			7,956			16,032			602			1,622			13,831			7,956
Other, primarily impact from changes in foreign currency exchange rates		(23	)		(21	)		(37	)		23			(78	)		(23	)		(307	)		(37	)
Balance at end of the period	$	4,066		$	8,682		$	4,066		$	8,682		$	11,477		$	4,066		$	11,477		$	4,066

	September 30, 2021			December 31, 2020			September 30, 2022			December 31, 2021
Revolving credit facility	$	16,516		$	6,000		$	45,461		$	29,744
Sale and leaseback financing obligation		20,400			19,931
Sale and leaseback financing obligations								36,303			20,546
Industrial Revenue Bonds		9,191			9,191			9,191			9,191
Minority shareholder loan		0			1,056
Equipment financing facility								4,014			0
Minority shareholder loan (see Note 17)								1,525			0
Finance lease liabilities		1,793			1,065			1,796			1,438
Outstanding borrowings		47,900			37,243			98,290			60,919
Debt – current portion		(18,849	)		(12,436	)		(15,376	)		(20,007	)
Long-term debt	$	29,051		$	24,807		$	82,914		$	40,912

The current portion of debt includes primarily a swing loan under the revolving credit facility and the Industrial Revenue Bonds (“IRBs”). By definition, swing loans are temporary advances under the revolving credit facility and short term in nature. Accordingly, swing loans are classified as a current liability until the amount is either repaid, as customers remit payments, or, if elected by the Corporation, refinanced as a longer-term loan under the revolving credit facility. The swing loans equaled $1,461 and $8,744 at September 30, 2022, and December 31, 2021, respectively. Although the IRBs begin to become due in 2027, the bonds can be put back to the Corporation on short notice if they are not able to be remarketed, which is considered remote by the Corporation; accordingly, the IRBs are classified as a current liability.

~~On May 20, 2016, the~~The Corporation ~~became~~is a party to a ~~Revolving Credit and Security Agreement, which had been amended periodically. On June 29, 2021, the Corporation entered into an amended and restated~~revolving credit security agreement ~~(the “Restated Credit Agreement”)~~ with a syndicate of banks that was amended on June 29, 2021 (the “First Amended and Restated Security Agreement”), and subsequently amended on December 17, 2021, and May 26, 2022. The First Amended and Restated Security Agreement, as subsequently amended, provides for a senior secured asset-based revolving credit facility of $100,000, ~~which~~that can be increased up to $130,000 at the option of the Corporation and with the approval of the ~~lenders.~~lenders, and an allowance of $20,000 for new equipment financing but, otherwise, restricts the Corporation from incurring additional indebtedness outside of the agreement, unless approved by the banks. The ~~Restated Credit Agreement~~revolving credit facility includes ~~sublimits~~sub-limits for letters of credit not to exceed $40,000 and European borrowings not to exceed ~~$30,000.~~$30,000, of which up to $7,500 may be allocated for Swedish borrowings. The maturity date for the ~~Restated Credit Agreement~~revolving credit facility is June 29, 2026, and, subject to other terms and conditions of the ~~Restated Credit Agreement,~~agreement, would become due on that date.

Availability under the ~~Restated Credit Agreement~~revolving credit facility is based on eligible accounts receivable, inventory and fixed assets. ~~Amounts outstanding under~~Domestic borrowings from the credit facility bear interest, at the Corporation’s option, at either (i) LIBOR plus an applicable margin ranging between 2.00% to 2.50% based on the quarterly average excess availability or (ii) the alternate base rate plus an applicable margin ranging between 1.00% to 1.50% based on the quarterly average excess availability. European borrowings denominated in euros, pound sterling or krona bear interest at the Successor Rate as defined in the First Amended and Restated Security Agreement. As of September 30, 2022, and December 31, 2021, there were no European borrowings outstanding. Additionally, the Corporation is required to pay a commitment fee of 0.25% based on the daily unused portion of the credit facility.

As of September 30, ~~2021,~~2022, the Corporation had outstanding borrowings under the ~~Restated Credit Agreement~~credit facility of ~~$16,516.~~$45,461. The average interest rate ~~was approximately~~approximated 4% for each of the three and nine months ended September 30, ~~2021,~~2022, and ~~2020. Additionally, the~~2021. The Corporation also utilizes a portion of the credit facility for letters of credit (Note 8). As of September 30, ~~2021,~~2022, remaining availability under the ~~Restated Credit Agreement~~credit facility approximated ~~$42,000,~~$35,622, net of standard availability reserves. ~~Deferred~~At September 30, 2021, deferred financing fees of $485 ~~have been~~were incurred related to the First Amended and Restated ~~Credit~~Security Agreement and are being amortized over the remaining term of the agreement.

Borrowings outstanding under ~~the Restated Credit Agreement~~revolving credit facility are collateralized by a first priority perfected security interest in substantially all assets of the Corporation and its subsidiaries (other than real property). Additionally, the ~~Restated Credit Agreement~~revolving credit facility 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 and guaranties, and acquisitions and divestures. In addition, the Corporation must maintain a certain level of excess availability or otherwise maintain a minimum fixed charge coverage ratio of not less than 1.05 to 1.00. The Corporation was in compliance with the applicable bank covenants ~~under the Restated Credit Agreement~~ as of September 30, ~~2021.~~2022.

InOn August 30, 2022, Air & Liquid completed a sale and leaseback financing transaction with Store Capital Acquisitions, LLC (“STORE”), valued at approximately $15,500, for certain of its real property, including its manufacturing facilities in Lynchburg, Virginia and Amherst, Virginia (collectively, the “ALS Properties”). Previously, in September 2018, Union Electric Steel Corporation (“UES”), an indirect subsidiary of the Corporation, completed a sale and leaseback financing transaction with STORE 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”~~“UES Properties”). ~~Simultaneously~~

In connection with the August 2022 sale and leaseback financing transaction, UES and STORE entered into aan Amended and Restated Master Lease Agreement (the “Restated Lease”), which amended and restated the existing lease agreement ~~pursuant~~between UES and STORE. Pursuant to ~~which~~the Restated Lease, UES ~~leased~~will lease the ALS Properties ~~from~~and the ~~buyer.~~UES Properties (collectively, the Properties), subject to the terms and conditions of the Restated Lease, and will sublease the ALS Properties to Air & Liquid on the same terms as the Restated Lease. The ~~lease~~Restated Lease provides for an initial term of 20 years; however, UES may extend the lease for the Properties for four successive periods of five years each. If fully extended, the ~~lease~~Restated Lease would expire in ~~September 2058.~~August 2062. UES also has the option to repurchase the Properties, which it may, and intends to, exercise in ~~2025,~~2032, for a price equal to the greater of (i) ~~their~~the Fair Market Value of the Properties, or (ii) 115% of Lessor’s Total Investment, ~~for the Facilities,~~ with such terms defined in the ~~lease agreement.~~ Restated Lease.

Annual payments for the Properties are equal to $2,939 (the “Base Annual Rent”), payable in equal monthly installments. On October 1, 2022, and each anniversary date through August 2052, the Base Annual Rent will increase each anniversary date by an amount equal to the lesser of 2.2% or 1.25% of the change in the consumer price index, as defined in the Restated Lease. The Base Annual Rent during the remaining ten years of the Restated Lease will be equal to the Fair Market Rent, as defined in the Restated Lease.

In connection with the execution of the Restated Lease, UES and STORE entered into a Disbursement Agreement dated August 30, 2022 (the “Disbursement Agreement”), pursuant to which STORE agreed to provide up to $2,500 to UES towards certain improvements in the Carnegie, Pennsylvania manufacturing facility. As of September 30, 2022, no amounts were outstanding under the Disbursement Agreement. The Base Annual Rent under the Restated Lease will be adjusted to repay any amounts advanced under the Disbursement Agreement, at the time of the advance, with such advances to be repaid over the initial term of the Restated Lease of 20 years. Advances under the Disbursement Agreement will be secured by the capital improvements.

The Restated Lease and the Disbursement Agreement contain certain representations, warranties, covenants, obligations, conditions, indemnification provisions and termination provisions customary for those types of agreements.

The effective interest rate approximated 8% for each of the three and nine months ended September 30, ~~2021,~~2022, and ~~2020.~~2021. Deferred financing fees of $104 were incurred related to the sale and leaseback of the ALS Properties and are being amortized over the initial term of the Restated Lease of 20 years.

See Note 19 for completion of a sale and leaseback financing transaction between Air & Liquid and STORE for certain of its real property, including its manufacturing facility in North Tonawanda, New York, in October 2022.

The Corporation has 2two IRBs outstanding: (i) $7,116 taxable IRB maturing in 2027 and (ii) $2,075 tax-exempt IRB maturing in 2029. Interest accrues on the IRBs at a floating rate which approximated 2.4% and 1.4% for the three and nine months ended September 30, 2022, and 1% for the three and nine months ended September 30, 2021. The IRBs are secured by letters of credit of equivalent amounts and are remarketed ~~periodically.~~periodically at which time the interest rates are reset. If the IRBs are not able to be remarketed, although considered a remote possibility by the Corporation, ~~and its bankers,~~ the bondholders can seek reimbursement immediately from the letters of ~~credit which serve as collateral for the bonds. Accordingly,~~credit; accordingly, the IRBs are recorded as current ~~debt.~~debt on the condensed consolidated balance sheets.

	Nine Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2022		2021
U.S. defined benefit pension plans	$	0	$	281	$	236	$	0
Foreign defined benefit pension plans		483		332		388		483
Other postretirement benefits (e.g., net payments)		469		966		359		469
U.K. defined contribution pension plan		248		222		193		248
U.S. defined contribution plan		2,320		2,296		2,778		2,320

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

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended September 30,						Nine Months Ended September 30,
U.S. Defined Benefit Pension Plans	2021			2020			2021			2020			2022			2021			2022			2021
Service cost	$	60		$	37		$	182		$	167		$	13		$	60		$	38		$	182
Interest cost		1,337			1,776			4,012			5,381			1,546			1,337			4,639			4,012
Expected return on plan assets		(3,248	)		(3,232	)		(9,746	)		(9,621	)		(3,302	)		(3,248	)		(9,905	)		(9,746	)
Amortization of prior service cost		6			10			17			31			2			6			5			17
Amortization of actuarial loss		658			455			1,974			1,570			558			658			1,674			1,974
Net benefit income	$	(1,187	)	$	(954	)	$	(3,561	)	$	(2,472	)	$	(1,183	)	$	(1,187	)	$	(3,549	)	$	(3,561	)

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended September 30,						Nine Months Ended September 30,
Foreign Defined Benefit Pension Plans	2021			2020			2021			2020			2022			2021			2022			2021
Service cost	$	111		$	127		$	285		$	332		$	85		$	111		$	223		$	285
Interest cost		207			265			626			781			256			207			821			626
Expected return on plan assets		(485	)		(496	)		(1,461	)		(1,465	)		(463	)		(485	)		(1,484	)		(1,461	)
Amortization of prior service credit		(77	)		(72	)		(231	)		(212	)		(65	)		(77	)		(210	)		(231	)
Amortization of actuarial loss		162			177			489			522			75			162			242			489
Net benefit (income) expense	$	(82	)	$	1		$	(292	)	$	(42	)
Net benefit income													$	(112	)	$	(82	)	$	(408	)	$	(292	)

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended September 30,						Nine Months Ended September 30,
Other Postretirement Benefit Plans	2021			2020			2021			2020			2022			2021			2022			2021
Service cost	$	61		$	56		$	183		$	169		$	59		$	61		$	176		$	183
Interest cost		45			71			136			211			55			45			165			136
Amortization of prior service credit		(258	)		(255	)		(773	)		(763	)		(299	)		(258	)		(897	)		(773	)
Amortization of actuarial gain		(19	)		(34	)		(58	)		(104	)
Amortization of actuarial loss (gain)														6			(19	)		19			(58	)
Net benefit income	$	(171	)	$	(162	)	$	(512	)	$	(487	)	$	(179	)	$	(171	)	$	(537	)	$	(512	)

Outstanding standby and commercial letters of credit as of September 30, ~~2021,~~2022, equaled ~~$14,126, the majority~~$18,664, of which approximately one-half serves as collateral for the IRB debt. Outstanding surety bonds as of September 30, ~~2021,~~2022, approximated ~~$4,000~~$3,000 (SEK 33,900), which guarantee certain obligations under a credit insurance arrangement for certain of the Corporation’s foreign pension commitments.

The Corporation has undertaken a ~~significant~~$27,000 capital program to upgrade existing equipment at certain of its FCEP ~~locations which~~locations. The capital program is anticipated to ~~occur over the next two to three years and cost approximately $25,000 to $30,000.~~be completed by December 31, 2023. At September 30, ~~2021,~~2022, commitments for future capital expenditures, including those associated with the FCEP capital program, approximated ~~$20,000.~~$19,300.

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

In September 2020, the Corporation completed an ~~equity rights~~equity-rights offering, issuing 5,507,889 shares of its common stock and 12,339,256 Series A warrants to existing ~~shareholders for total gross proceeds of $19,279.~~shareholders. The shares of common stock and warrants are classified as equity instruments in the condensed consolidated statements of shareholders’ equity. Each Series A warrant provides the holder with the right to purchase 0.4464 shares of common stock at an exercise price of $2.5668, or $5.75 per whole share of common stock, and expires on August 1, 2025. ~~Stock issuance costs equaled $1,129 through~~For the nine months ended September 30, ~~2020, and were recorded against the proceeds in additional paid in capital. In~~ 2021, the Corporation received proceeds of $3,308 from shareholders who exercised 1,288,910 Series A warrants, equating to the issuance of 575,361 common shares.

In May 2022, the Corporation filed a Tender Offer and Prospectus Supplement (the “Offer”) withtheSEC pursuant to which the exercise price of each tendered Series A warrant was temporarily reduced. DuringtheOffer period, the holdersof Series A warrants were given the opportunity to exercise their Series A warrants at a temporarily reduced cash exercise price of $1.7856 per Series A warrant (or $4.00 per whole share of common stock).The Offer expired on July 15, 2022. The Corporation raised $193 in gross proceeds resulting from 108,375 Series A warrants tendered. Series A warrants that were not exercised during the Offer period reverted to their original terms including the right to purchase 0.4464 shares of common stock at an exercise price of $2.5668, or $5.75 per whole share of common stock. Stock issuance costs approximated $193 through September 30, 2022, and were recorded against the proceeds in additional paid in capital.

Net change and ending balances for the various components of accumulated other comprehensive loss as of and for the nine months ended September 30, ~~2021,~~2022, and ~~2020,~~2021, 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			Less: Noncontrolling Interest			Accumulated Other Comprehensive Loss Attributable to Ampco-Pittsburgh
Balance at January 1, 2022																			$	(14,322	)	$	(40,563	)	$	277		$	(54,608	)	$	498		$	(55,106	)
Net change																				(19,787	)		2,274			(701	)		(18,214	)		(996	)		(17,218	)
Balance at September 30, 2022																			$	(34,109	)	$	(38,289	)	$	(424	)	$	(72,822	)	$	(498	)	$	(72,324	)
	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, 2021	$	(11,371	)	$	(57,652	)	$	589		$	(68,434	)	$	261		$	(68,695	)	$	(11,371	)	$	(57,652	)	$	589		$	(68,434	)	$	261		$	(68,695	)
Net change		(2,041	)		1,618			(477	)		(900	)		103			(1,003	)		(2,041	)		1,618			(477	)		(900	)		103			(1,003	)
Balance at September 30, 2021	$	(13,412	)	$	(56,034	)	$	112		$	(69,334	)	$	364		$	(69,698	)	$	(13,412	)	$	(56,034	)	$	112		$	(69,334	)	$	364		$	(69,698	)

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

The following summarizes the line items affected on the condensed consolidated statements of operations for components reclassified from accumulated other comprehensive loss. Amounts in parenthesis represent credits to net income.

The income tax effect associated with the various components of other comprehensive loss for the three and nine months ended September 30, 2022, and 2021, is summarized below. Amounts in parentheses represent credits to net income ~~(loss). Amounts are after tax where applicable.~~when reclassified to earnings. Certain amounts have 0no tax effect due to the Corporation having a valuation allowance recorded against the deferred income tax assets for the jurisdiction where the income or expense is recognized. Foreign currency translation adjustments exclude the effect of income taxes since earnings of non-U.S. subsidiaries are deemed to be reinvested for an indefinite period of time.

Certain of the Corporation’s operations are subject to risk from exchange rate fluctuations in connection with sales in foreign currencies. To minimize this risk, foreign currency sales contracts are periodically entered into which would be designated as cash flow or fair value hedges. As of September 30, 2021, 0 anticipated foreign-denominated sales have been hedged.

~~Additionally, certain~~ divisions of the ALP 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, 2022, approximately 33%, or $2,196, of anticipated copper purchases over the next 10 months and 40%, or $812, of anticipated aluminum purchases over the next 10 months are hedged. At September 30, 2021, approximately 43%, or $2,593, of anticipated copper purchases over the next eight months and 56%, or $637, of anticipated aluminum purchases over the next six months were hedged.

The Corporation periodically enters into purchase commitments to cover a portion of its anticipated natural gas and electricity usage. The commitments qualify as normal purchases and, accordingly, are ~~hedged.~~not reflected on the condensed consolidated balance sheets. At September 30, 2022, the Corporation has purchase commitments covering approximately 25%, or $941, of anticipated natural gas usage through December 31, 2023, for one of its subsidiaries and approximately 28%, or $1,674, of anticipated electricity usage through December 31, 2025, for two of its subsidiaries. Purchases of natural gas and electricity under previously existing commitments equaled $438 and $2,676 for the three and nine months ended September 30, 2022, respectively. There were no purchases of natural gas or electricity under previously existing commitments for the three and nine months ended September 30, 2021.

The Corporation previously entered into foreign currency purchase contracts to manage the volatility associated with ~~Euro-denominated~~euro-denominated progress payments to be made for certain machinery and equipment. As of December 31, 2010, all contracts ~~had been~~were settled, ~~and~~ the underlying fixed assets were placed in ~~service. The~~service and the change in fair value of the foreign currency purchase contract ~~at the time of settlement, is included~~deferred in accumulated other comprehensive loss ~~and is~~began being ~~reclassified~~amortized to earnings (depreciation and ~~amortization expense)~~amortization) over the life of the underlying assets.

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

The Corporation periodically enters into purchase commitments to cover a portion of its anticipated natural gas usage for 1 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 equaled $313 and $1,028, respectively, for the three and nine months ended September 30, 2020. There were 0 purchases of natural gas under purchase commitments for the three and nine months ended September 30, 2021, and as of September 30, 2021, 0 purchase commitments for anticipated natural gas usage are outstanding.

~~The Corporation~~ does not enter into derivative transactions for speculative purposes and, therefore, holds 0no derivative instruments for trading purposes.

Gains (losses) on foreign exchange transactions included in other income – net equaled ~~$369~~$1,809 and ~~$(58)~~$3,368 for the three and nine months ended September 30, ~~2021, and 2020,~~2022, respectively, and ~~$(705)~~$369 and ~~$(1,156)~~$(705) for the three and nine months ended September 30, 2021, ~~and 2020,~~ respectively.

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

The change in the fair value of the cash flow contracts is recorded as a component of accumulated other comprehensive loss. The balances as of September 30, 2022, and 2021, and ~~2020, and~~ the ~~amount~~amounts recognized as and reclassified from accumulated other comprehensive loss for each of the periods are summarized below. Amounts are after tax where applicable. Certain amounts recognized as comprehensive income (loss) or reclassified from accumulated other comprehensive loss have no tax effect due to the Corporation having a valuation allowance recorded against the deferred income tax assets for the jurisdiction where the income or expense is recognized.

Three Months Ended September 30, 2022												Beginning of the Period			Recognized			Reclassified			End of the Period
Foreign currency purchase contracts												$	122		$	0		$	7		$	115
Futures contracts – copper and aluminum													(662	)		(251	)		(374	)		(539	)
												$	(540	)	$	(251	)	$	(367	)	$	(424	)
Three Months Ended September 30, 2021	Beginning of the Period		Recognized			Reclassified			End of the Period
Foreign currency purchase contracts	$	148	$	0		$	6		$	142		$	148		$	0		$	6		$	142
Futures contracts – copper and aluminum		276		(8	)		298			(30	)		276			(8	)		298			(30	)
	$	424	$	(8	)	$	304		$	112		$	424		$	(8	)	$	304		$	112
Three Months Ended September 30, 2020
Nine Months Ended September 30, 2022
Foreign currency purchase contracts	$	176	$	0		$	7		$	169		$	135		$	0		$	20		$	115
Futures contracts – copper and aluminum		72		227			(17	)		316			142			(809	)		(128	)		(539	)
	$	248	$	227		$	(10	)	$	485
												$	277		$	(809	)	$	(108	)	$	(424	)
Nine Months Ended September 30, 2021
Foreign currency purchase contracts	$	162	$	0		$	20		$	142		$	162		$	0		$	20		$	142
Futures contracts – copper and aluminum		427		547			1,004			(30	)		427			547			1,004			(30	)
	$	589	$	547		$	1,024		$	112		$	589		$	547		$	1,024		$	112
Nine Months Ended September 30, 2020
Foreign currency purchase contracts	$	189	$	0		$	20		$	169
Futures contracts – copper and aluminum		102		27			(187	)		316
	$	291	$	27		$	(167	)	$	485

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 Ended September 30,					Location of Gain (Loss) in Statements	Estimated to be Reclassified in the Next Twelve Months			Three Months Ended September 30,					Nine Months Ended September 30,
	of Operations	12 Months			2021		2020			2021		2020			of Operations	12 Months			2022			2021		2022			2021
Foreign currency purchase contracts	Depreciation and amortization	$	28		$	6	$	7		$	20	$	20		Depreciation and amortization	$	28		$	7		$	6	$	20		$	20
Futures contracts – copper and aluminum	Costs of products sold (excluding depreciation and amortization)	$	(30	)	$	298	$	(17	)	$	1,004	$	(187	)	Costs of products sold (excluding depreciation and amortization)	$	(557	)	$	(386	)	$	298	$	(132	)	$	1,004

The Corporation’s financial assets and liabilities that are reported at fair value in the condensed consolidated balance sheets as of September 30, ~~2021,~~2022, and December 31, ~~2020,~~2021, were as follows:

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

Net sales and income (loss) ~~income~~ before income taxes by geographic area for the three and nine months ended September 30, ~~2021,~~2022, and ~~2020,~~2021, are outlined below. When disaggregating revenue, consideration is given to information regularly reviewed by the chief operating decision maker to evaluate the financial performance of the operating segments and make resource allocation decisions. Substantially all foreign net sales for each of the periods is attributable to the FCEP segment.


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
Net Sales	Net Sales	2021		2020		2021		2020		Net Sales	2022		2021		2022		2021
United States		$	44,859	$	38,525	$	133,233	$	118,312		$	56,535	$	44,859	$	164,167	$	133,233
Foreign			36,326		37,149		127,180		123,203			43,112		36,326		132,488		127,180
		$	81,185	$	75,674	$	260,413	$	241,515		$	99,647	$	81,185	$	296,655	$	260,413


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended September 30,						Nine Months Ended September 30,
(Loss) Income Before Income Taxes	2021			2020			2021			2020
Income (Loss) Before Income Taxes													2022			2021			2022		2021
United States ⁽¹⁾	$	(2,201	)	$	(331	)	$	(3,472	)	$	(1,762	)	$	(1,134	)	$	(2,201	)	$	437	$	(3,472	)
Foreign		1,026			2,199			5,588			6,814			3,255			1,026			4,260		5,588
	$	(1,175	)	$	1,868		$	2,116		$	5,052		$	2,121		$	(1,175	)	$	4,697	$	2,116

Net sales by product line for the three and nine months ended September 30, ~~2021,~~2022, and ~~2020,~~2021, were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Forged and cast mill rolls	$	53,778	$	52,080	$	177,918	$	165,502	$	66,653	$	53,778	$	193,946	$	177,918
Forged engineered products		7,401		2,419		17,640		8,221
FEP										8,858		7,401		35,902		17,640
Heat exchange coils		6,527		6,499		18,482		19,879		8,532		6,527		22,483		18,482
Air handling systems										8,457		6,383		22,133		21,235
Centrifugal pumps		7,096		8,580		25,138		26,888		7,147		7,096		22,191		25,138
Air handling systems		6,383		6,096		21,235		21,025
	$	81,185	$	75,674	$	260,413	$	241,515	$	99,647	$	81,185	$	296,655	$	260,413

The Ampco-Pittsburgh Corporation 2016 Omnibus Incentive Plan, as amended (the “Incentive Plan”) ~~originally authorized~~, authorizes the issuance of up to ~~1,100,000~~2,700,000 shares of the Corporation’s common stock for awards under the Incentive Plan. In May 2021, the shareholders of the Corporation approved an amendment and restatement of the Incentive Plan for an additional 1,600,000 shares that could be issued under the Incentive Plan. At that time, there were only 165,179 shares remaining to be issued under the original Incentive Plan. Awards under the Incentive Plan may include incentive stock options and 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 the shares, or if the 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 and nine months ended September 30, ~~2021,~~2022, equaled $684 and ~~2020, equaled $515 and $436,~~$1,512, respectively, and for the three and nine months ended September 30, 2021, equaled $515 and ~~2020, equaled~~ $1,543, ~~and $913,~~ respectively. The income tax benefit recognized in the condensed consolidated statements of operations was not significant due to the Corporation having a valuation allowance recorded against its deferred income tax assets for the majority of the jurisdictions where the expense was recognized.

The Corporation and its subsidiaries are involved in various claims and lawsuits incidental to their businesses from time to time and are also subject to asbestos litigation as described below.

Claims have been asserted alleging personal injury from exposure to asbestos-containing components historically used in some products manufactured by predecessors of Air & Liquid (the “Asbestos Liability”). Air & Liquid, and in some cases the Corporation, are defendants (among a number of defendants, often in excess of ~~50)~~50 defendants) in ~~cases~~claims filed in various state and federal courts.

The following table reflects approximate information about the number of claims for Asbestos Liability against Air & Liquid and the Corporation for the nine months ended September 30, 2022, and 2021 ~~and 2020 (claims~~(number of claims not in thousands):

. The majority of the settlement and defense costs ~~reflected in the above table was~~were 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 the 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 the Asbestos Liability. The Settlement Agreements encompass the majority of insurance policies that provide coverage for claims for the Asbestos Liability.

The Settlement Agreements include acknowledgements that Howden North America, Inc. (“Howden”) is entitled to coverage under policies covering the 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~~sub-limits 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 the Products. 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 the Asbestos Liability.

At December 31, 2006, with the assistance of a nationally recognized expert in the valuation of asbestos liabilities, the Corporation recorded its initial reserve for the Asbestos Liability. ~~With~~Since then, the ~~assistance of~~Corporation and the nationally recognized expert in the ~~reserve for~~valuation of asbestos liabilities have reviewed the Asbestos Liability ~~had been periodically updated since~~and the underlying assumptions on a regular basis to determine whether any adjustment to the Asbestos Liability or the underlying assumptions were necessary. When warranted, the Asbestos Liability was adjusted to consider the current trends and new information that ~~time.~~became available and, if reasonably estimable, to extend the valuation of asbestos liabilities further into the future. In 2018, the ~~Corporation engaged Nathan Associates Inc. (“Nathan”)~~valuation was extended to ~~update the liability valuation, and additional reserves were established by the Corporation for the Asbestos Liability~~include claims ~~pending or~~ projected to be asserted through 2052, the estimated final date by which the Corporation expects to have settled all asbestos-related claims.

In conjunction with the regular updates of the estimated Asbestos Liability, the Corporation also develops an estimate of defense costs expected to be incurred with settling the Asbestos Liability and probable insurance recoveries for the Asbestos Liability and defense costs. In developing the estimate of probable defense costs, the Corporation considers several factors including, but not limited to, current and historical defense-to-indemnity cost ratios. In developing the estimate of probable insurance recoveries, the Corporation considers the expert’s projection of settlement costs for the Asbestos Liability and management’s projection of associated defense costs. In addition, the Corporation consults with its outside legal counsel on insurance matters and a nationally recognized insurance consulting firm that it retains to assist with certain policy allocation matters. The Corporation also considers a number of other factors including the Settlement Agreements in effect, policy exclusions, policy limits, policy provisions regarding coverage for defense costs, attachment points, gaps in the coverage, policy exhaustions, the nature of the underlying claims for the Asbestos Liability, estimated erosion of insurance limits on account of claims against Howden associated with the Products, prior impairment of policies, insolvencies among the insurance carriers, and creditworthiness of the remaining insurers based on publicly available information. Based on these factors, the Corporation estimates the probable insurance recoveries for the Asbestos Liability and defense costs for the corresponding timeframe of the Asbestos Liability.

In the fourth quarter of 2021, primarily as a result of identified changes in claim data and availability of new information, the Corporation engaged GNARUS Advisors LLC (“GNARUS”) to update the estimated Asbestos Liability. The methodology used by ~~Nathan~~GNARUS in its updated projection was substantially the same methodology employed previously, which has been accepted by ~~the previous expert~~numerous courts, and included the following factors:

~~Using~~Based on this ~~information, Nathan~~analysis, the Corporation recorded an increase to its estimated ~~the number of future claims for the~~ Asbestos Liability that would be filed through the year 2052, as well as the settlement or indemnity costs that would be incurred to resolve both pending and future unasserted claims through 2052. This methodology has been accepted by numerous courts.

~~In conjunction with developing the Asbestos Liability through 2052, the Corporation also developed an estimate~~ of ~~probable insurance recoveries~~$23,333 for the Asbestos Liability. In developing the estimate, the Corporation considered Nathan’s projection for settlement or indemnity costs for the Asbestos Liability and management’s projection of associated defense costs, as well as a number of additional factors. These additional factors included the Settlement Agreements in effect, policy exclusions, policy limits, policy provisions regarding coverage for defense costs, attachment points, prior impairment of policies and gaps in the coverage, policy exhaustions, insolvencies among certain of the insurance carriers, and the nature of the underlying claims for the Asbestos Liability asserted against the subsidiaries and the Corporation as reflected in the Corporation’s asbestos claims database, as well as estimated erosion of insurance limits on account of claims against Howden arising out of the Products. In addition to consulting with the Corporation’s outside legal counsel on these insurance matters, the Corporation consulted with a nationally recognized insurance consulting firm it retained to assist the Corporation with certain policy allocation matters that also were among the several factors considered by the Corporation when analyzing potential recoveries from relevant historical insurance for the Asbestos Liability. Based upon all of the factors considered by the Corporation, and considering the Corporation’s analysis of publicly available information regarding the credit-worthiness of various insurers, the Corporation estimated the probable insurance recoveries for the Asbestos Liability and defense costs through 2052.

~~Based on the analysis described above, the Corporation’s reserve at December 31, 2018, for the total costs, including defense costs, for Asbestos Liability~~ claims pending or projected to be asserted through 2052 bringing the Corporation’s reserve for Asbestos Liability to $180,314 at December 31, 2021. The increase was ~~$227,922. Defense costs were~~primarily attributable to recent claim experience, including a higher expected proportion of mesothelioma claims which typically have a higher settlement value, offset by a lower defense-to-indemnity cost ratio (reduced to 70% from 80% based on experience over the past five years) and elimination of an inflationary factor based on historical experience over the past 10+ years which provided no evidence that inflationary pressures influenced settlement averages. In addition, the Corporation increased its estimated ~~at 80% of settlement costs. The Corporation’s~~insurance receivable at December 31, ~~2018,~~2021, by $16,672 for the estimated insurance recoveries attributable to the claims for which the ~~Corporation’s~~ Asbestos Liability reserve ~~has~~had been established ~~including~~and the portion of ~~incurred~~ defense costs covered by the Settlement Agreements ~~in effect through~~bringing the insurance receivable to $121,297 at December 31, ~~2018, and the probable payments and reimbursements~~2021.

The following table summarizes activity relating to ~~the estimated indemnity and defense costs for pending and unasserted future~~ Asbestos Liability ~~claims, was $152,508. At~~for the nine months ended September 30, ~~2021, the Asbestos Liability was $165,867,~~2022, and ~~the related receivable for insurance recoveries was $109,713.~~2021.

The following table summarizes activity relating to insurance recoveries for the nine months ended September 30, ~~2021,~~2022, and ~~2020:~~2021.

	Nine Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2022			2021
Insurance receivable – asbestos, beginning of the year	$	117,937		$	136,932		$	121,297		$	117,937
Settlement and defense costs paid by insurance carriers		(8,224	)		(15,348	)		(7,748	)		(8,224	)
Insurance receivable – asbestos, end of the period	$	109,713		$	121,584		$	113,549		$	109,713

The balance of the insurance receivable ~~recorded by the Corporation~~ does not assume any recovery from insolvent carriers. ~~In addition, a~~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 insolvencies among the relevant insurance carriers, or that the assumed percentage recoveries for certain carriers will prove correct.

The amounts recorded for the 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~~the experts’ calculations vary significantly from actual results. Key variables in these assumptions are identified above and also include the number and ~~type~~nature 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 Asbestos Liability and ability to recover under the Corporation’s 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 continue to evaluate the 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 adjusting its current reserve; however, the Corporation is currently unable to estimate such future adjustments. Adjustments, if any, to the Corporation’s estimate of the Asbestos Liability and/or insurance receivable could be material to the 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.~~position and liquidity.

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~~The undiscounted potential liability for remedial actions and environmental compliance measures ~~of approximately~~approximated $100 at September 30, 2022, and December 31, 2021.

Shanxi Åkers TISCO Roll Co., Ltd. (“ATR”) periodically has loans outstanding with its minority shareholder. At September 30, 2022, ATR’s outstanding loan balance with its minority shareholder approximated $1,525 (RMB 10,852). At December 31, 2021, no loans were outstanding. For the nine months ended September 30, 2022, borrowings approximated $5,776 (RMB 38,470) and repayments approximate $4,251 (RMB 27,618). For the nine months ended September 30, 2021, no additional amounts were borrowed and repayments on previously existing loans approximated $1,065 (RMB 6,901).

Interest on borrowings accrues at the three-to-five-year loan interest rate set by the People’s Bank of China, which approximated 5% for each of the three and nine months ended September 30, 2022, and 2021. For the nine months ended September 30, 2022, ATR paid $943 (RMB 6,241) of interest. For the nine months ended September 30, 2021, no interest was paid. Accrued interest approximated $696 (RMB 4,950) and $1,713 (RMB 10,901) as of September 30, 2022, and December 31, 2021, respectively, and is ~~considered adequate based~~recorded in other current liabilities on ~~information known~~the condensed consolidated balance sheets.

Purchases from ATR’s minority shareholder and its affiliates, which were in the ordinary course of business, approximated $1,020 (RMB 7,539) and $6,838 (RMB 45,251) for the three and nine months ended September 30, 2022, respectively, and $2,537 (RMB 16,394) and $8,794 (RMB 56,889) for the three and nine months ended September 30, 2021, respectively. The amount payable to ~~date.~~

Presented below are the net sales and income (loss) ~~income~~ before income taxes for the Corporation’s 2two business ~~segments:~~segments.

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020			2022			2021			2022			2021
Net sales:
Forged and Cast Engineered Products	$	61,179		$	54,499		$	195,558		$	173,723		$	75,511		$	61,179		$	229,848		$	195,558
Air and Liquid Processing		20,006			21,175			64,855			67,792			24,136			20,006			66,807			64,855
Total Reportable Segments	$	81,185		$	75,674		$	260,413		$	241,515		$	99,647		$	81,185		$	296,655		$	260,413
(Loss) income before income taxes:
Income (loss) before income taxes:
Forged and Cast Engineered Products	$	(2,832	)	$	1,301		$	688		$	5,434		$	(62	)	$	(2,832	)	$	1,107		$	688
Air and Liquid Processing		2,891			2,261			7,265			7,691			2,917			2,891			8,177			7,265
Total Reportable Segments		59			3,562			7,953			13,125			2,855			59			9,284			7,953
Other expense, including corporate costs		(1,234	)		(1,694	)		(5,837	)		(8,073	)		(734	)		(1,234	)		(4,587	)		(5,837	)
Total	$	(1,175	)	$	1,868		$	2,116		$	5,052		$	2,121		$	(1,175	)	$	4,697		$	2,116

On October 14, 2022, Air & Liquid completed a sale and leaseback financing transaction with STORE, valued at $4,500 for its real property, including its manufacturing facility, located in North Tonawanda, New York. Net proceeds, after transaction-related costs, approximated $4,444. In connection with the sale and leaseback financing transaction, UES and STORE amended the Restated Lease.

The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a safe harbor for forward-looking statements made by us or on behalf of Ampco-Pittsburgh Corporation (the “Corporation”). Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of this Quarterly Report on Form 10-Q, as well as the condensed consolidated financial statements and notes ~~thereto,~~hereto, may include, but are not limited to, statements about operating performance, trends and events that we expect or anticipate will occur in the future, statements about sales and production levels, restructurings, the impact from global pandemics (including COVID-19), and international conflicts, profitability and anticipated expenses, inflation, the global supply chain, future proceeds from the exercise of outstanding warrants, and cash outflows. All statements in this document other than statements of historical fact are statements that are, or could be, deemed “forward-looking statements” within the meaning of the Act and words such as “may,” ~~“will”,~~“will,” “intend,” “believe,” “expect,” “anticipate,” “estimate,” “project,” ~~“forecast”~~“forecast,” and other terms of similar meaning that indicate future events and trends are also generally intended to identify forward-looking statements. Forward-looking statements speak only as of the date on which such statements are made, are not guarantees of future performance or expectations, and involve risks and uncertainties. For us, these risks and uncertainties include, but are not limited to:

We cannot guarantee any future results, levels of activity, performance or achievements. In addition, there may be events in the future that we are not able to predict accurately or control which may cause actual results to differ materially from expectations expressed or implied by forward-looking statements. Except as required by applicable law, we assume no obligation, and disclaim any obligation, to update forward-looking statements whether as a result of new information, events or otherwise.

~~The~~Ampco-Pittsburgh Corporation ~~manufactures~~ and ~~sells~~its subsidiaries (collectively, the “Corporation”) manufacture and sell highly engineered, high-performance specialty metal products and customized equipment utilized by industry throughout the world. It operates in two business segments – the Forged and Cast Engineered Products (“FCEP”) segment and the Air and Liquid Processing (“ALP”) 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 FCEP segment produces forged hardened steel rolls, cast rolls and ~~open-die~~ forged ~~products.~~engineered products (“FEP”). Forged hardened steel rolls are used primarily in cold rolling mills by producers of steel, aluminum and other metals. Cast rolls, which are produced in a variety of iron and steel qualities, are used mainly in hot and cold strip mills, medium/heavy section mills and plate mills. ~~Forged engineered products (“FEP”)~~FEP principally are ~~principally~~ sold to customers in the steel distribution market, oil and gas industry and the aluminum and plastic extrusion industries. The segment has operations in the United States, England, Sweden, and Slovenia, and an equity interest in three joint venture companies in China. Collectively, the segment primarily competes with European, Asian and North and South American companies in both domestic and foreign markets and distributes a significant portion of its products through sales offices located throughout the world.

The ALP 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,~~While the ~~World Health Organization (“WHO”) announced a global health emergency caused by a new strain~~Corporation is operating at more normal levels following the emergence of the coronavirus (“COVID-19”) ~~and advised of the risks to the international community as the virus spread globally. In March 2020, the WHO classified the COVID-19 outbreak as a~~ pandemic based on the rapid increase in exposure globally. In response, many state and local governments required the closure of various businesses. The U.S. Department of Homeland Security, however, issued guidance outlining criteria to identify domestic businesses as operating in critical infrastructure industries, essential to the economic prosperity, security and continuity of the United States, which provides exceptions to certain closures mandated by state and local governments and permits businesses to continue operations during such an order. The Corporation’s domestic businesses are deemed to participate in critical infrastructure industries; however, despite the designation and particularly in 2020, ~~the Corporation has had to periodically and temporarily idle certain operations~~lingering effects continue, some of its FCEP segment and, consequently, furlough certain of its employees in response to market conditions. The pandemic has also spurred disruptions to the global supply chain. Accordingly, the Corporation has experienced, and may continue to experience, customer-requested delays of deliveries or cancellation of orders, lower order intake resulting from customers postponing projects, inability to obtain raw materials and supplies critical to the manufacturing process, delays in receiving and shipping product due to the lack of transportation, and higher cost of production and transportation.

It is difficult to isolate the impact of the pandemic on the Corporation’s operating results, particularly in relation to the unabsorbed costs resulting from the periodic and temporary idling of certain of the Corporation’s forged and cast roll operations and furloughing of employees. In addition, the Corporation is uncertain of the full effect the pandemic will have on it for the longer term since the scope and duration of the pandemic is unknown, and evolving factors such as the level and timing of the distribution of efficacious vaccines across the world, hesitancy to use the vaccine and the extent of any resurgences of the virus or emergence of new variants of the virus, such as the Delta variant, will impact the stability of economic recovery and growth. The extent to which ~~the operations of the Corporation, and the operations of its customers and vendors, may be adversely impacted~~are being exacerbated by the COVID-19 pandemic will depend largely on these future developments. The Corporation may experience long-term disruptions to its operations resulting from changes in government policy or guidance; quarantines of employees, customers and suppliers in areas affected by the pandemic; and closures of businesses or manufacturing facilities critical to its business or supply chains. It may also incur higher write-offs of accounts receivables and impairment charges on its asset values, including property, plant and equipment and intangible assets. Russia-Ukraine conflict, including:

The Corporation is actively monitoring, and will continue to actively monitor, the pandemic and the Russia-Ukraine conflict and the potential impact on its operations, financial condition, liquidity, suppliers, industry, and workforce.

In response to the pandemic, the United States federal government enacted the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act into law on March 27, 2020. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferral of employer-side social security payments and contributions to employee benefit plans, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. Subsequently, on March 11, 2021, the American Rescue Plan (“ARP”) Act of 2021 was enacted into law, providing the next phase of economic relief as a result of the COVID-19 pandemic. The ARP Act, among other things, extends the provision relating to refundable payroll tax credits and deferral of contributions to employee benefit plans. Similar programs have been offered in certain of the foreign jurisdictions in which the Corporation operates, including subsidies and reimbursement of certain employee-related costs. While the Corporation has taken, and intends to continue to take, advantage of various provisions of the CARES Act, the ARP Act and other similar programs offered domestically and 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.

For the FCEP segment, roll market conditions ~~are improving but remain below~~have recovered to pre-pandemic levels. ~~Expectations are for sales orders to return to pre-pandemic levels in 2022.~~ The FEP market is also ~~showing signs of improvement~~has strengthened with increasing demand from the steel distribution and oil and gas ~~markets. While market conditions are improving,~~markets, on rising oil prices. Although the segment ~~is experiencing~~continues to be adversely impacted by escalating costs, particularly for raw and ancillary materials, energy and transportation, ~~and supply chain issues. The segment has recently announced~~ price increases ~~for its forged and cast rolls and FEP product~~ and changes to ~~its~~ surcharge ~~policy for FEP product, each effective immediately, aimed at recovering~~policies announced in the fourth quarter of 2021 are absorbing a significant portion of ~~the escalating costs.~~these costs, albeit on a lag. Approximately 75% of customer orders include a commodity surcharge. The primary focus for this segment is ~~diversification~~to maintain a strong position in the roll and ~~development of~~FEP markets, diversify and develop FEP for use in other industries, ~~ongoing commercial actions,~~complete operational and efficiency improvements at its facilities, and ~~capital equipment investment activities to~~ upgrade existing equipment with a goal of reducing costs, improving reliability and increasing FEP capacity and capabilities.

For the ALP segment, the businesses are benefitting from ~~steady~~increasing demand but, similarly, are facing increasing production and transportation costs and supply chain issues. The segment has been implementing price increases for certain of its products to help mitigate these inflationary effects. The focus for this segment is to grow revenues, ~~increase margins,~~ strengthen engineering and manufacturing capabilities ~~increase manufacturing productivity,~~ and continue to improve its sales distribution network.

Three Months Ended September 30,

Nine Months Ended September 30,

2021

2020

Change

2021

2020

Change

Net sales

$
81,185

$
75,674

$
5,511

$
260,413

$
241,515

$
18,898

Costs of products sold, excluding depreciation and amortization

67,990

59,461

8,529

213,011

189,604

23,407

Percentage of net sales

83.7
%

78.6
%

81.8
%

78.5
%

Selling and administrative

10,910

11,445

(535
)

34,538

33,474

1,064

Depreciation and amortization

4,279

4,511

(232
)

13,515

13,863

(348
)
Investment-related income

14

1,215

(1,201
)

1,079

1,327

(248
)
Interest expense

(834
)

(1,018
)

184

(2,672
)

(3,228
)

556

Other income – net

2,006

1,493

513

4,694

2,510

2,184

Income tax (provision) benefit

(291
)

(630
)

339

(2,044
)

1,649

(3,693
)
Net (loss) income attributable to Ampco-Pittsburgh

(1,589
)

968

(2,557
)

(359
)

5,778

(6,137
)

September 30,
2021

December 31,
2020

Backlog

$
278,263

$
246,131

	Three Months Ended September 30,									Nine Months Ended September 30,
	2022			2021			Change			2022			2021			Change
Net Sales:
Forged and Cast Engineered Products	$	75,511		$	61,179		$	14,332		$	229,848		$	195,558		$	34,290
Air and Liquid Processing		24,136			20,006			4,130			66,807			64,855			1,952
Consolidated	$	99,647		$	81,185		$	18,462		$	296,655		$	260,413		$	36,242

(Loss) Income from Operations:
Forged and Cast Engineered Products	$	(62	)	$	(2,832	)	$	2,770		$	1,107		$	688		$	419
Air and Liquid Processing		2,917			2,891			26			8,177			7,265			912
Corporate costs		(2,929	)		(2,420	)		(509	)		(8,435	)		(8,938	)		503
Consolidated	$	(74	)	$	(2,361	)	$	2,287		$	849		$	(985	)	$	1,834

										September 30, 2022			December 31, 2021			Change
Backlog:
Forged and Cast Engineered Products										$	227,534		$	223,321		$	4,213
Air and Liquid Processing											106,117			69,233			36,884
Consolidated										$	333,651		$	292,554		$	41,097

Net sales approximated $99,647 and $81,185 for the ~~current year periods increased against~~three months ended September 30, 2022, and 2021, respectively, and $296,655 and $260,413 for the ~~comparable prior year periods~~nine months ended September 30, 2022, and 2021, respectively. The increase primarily ~~due~~is attributable to higher sales for the ~~net of:~~

FCEP segment. A discussion of net sales for the Corporation’s two segments is included below.

(Loss) income from operations approximated $(74) and $(2,361) for the three months ended September 30, 2022, and 2021, respectively, and $849 and $(985) for the nine months ended September 30, 2022, and 2021, respectively. Included in (loss) income from operations for the nine months ended September 30, 2022, is a charge of approximately $664 for excess COVID-19 subsidies received in 2020 but returned in 2022 (“the Refund of Excess COVID-19 Subsidies”) and a benefit of approximately $1,431 resulting from a change in how certain employees earn certain benefits (the “Change in Employee Benefit Policy”). A discussion of (loss) income from operations for the Corporation’s two segments is included below. Corporate costs decreased for the nine months ended September 30, 2022, when compared to the nine months ended September 30, 2021, due to lower employee-related costs including lower incentive compensation and a portion of the benefit from the Change in Employee Benefit Policy being attributable to Corporate employees.

Backlog equaled $333,651 as of September 30, 2022, versus $292,554 as of December 31, 2021. Backlog represents the accumulation of firm orders on hand which: (i) are supported by evidence of a contractual arrangement, (ii) include a fixed and determinable sales price, (iii) have collectability that is reasonably assured, and (iv) generally are expected to ship within two years from the backlog reporting date. Backlog at a certain date may not be a direct measure of future revenue for a particular order because price increases, negotiated subsequently to the original order, are not included in backlog until the updated contract is received from the customer and certain surcharges are not determinable until the order is completed and ready for shipment to the customer. Approximately 60% of the backlog is expected to be released after 2022. A discussion of backlog by segment is included below.

Costs of products sold, excluding depreciation and amortization, as a percentage of net sales, ~~increased~~ for ~~each~~the three months ended September 30, 2022, and 2021, approximated 84.7% and 83.7%, respectively. While gross margins were slightly better for the FCEP segment for the third quarter of ~~the current year periods~~2022 when compared to the ~~same periods~~third quarter of 2021, gross margins for the ~~prior year primarily~~ALP segment were slightly less as a result of ~~the FCEP segment which experienced higher net raw material and energy costs, higher repairs and maintenance spend associated with extended machine outages, and changes in~~an unfavorable product mix. Additionally, the nine-month period ended September 30, 2020, benefited from receipt of business interruption insurance proceeds of $769 for equipment outages that occurred in 2018 (the “Proceeds from Business Interruption Insurance Claim”). For the ALP segment, costsCosts of products sold, excluding depreciation and amortization, as a percentage of net sales, ~~decreased slightly as~~for the nine months ended September 30, 2022, and 2021, approximated 84.5% and 81.8%, respectively. The increase was primarily attributable to the FCEP segment which experienced higher costs, particularly for direct and indirect materials, energy and transportation when compared to the same period of the prior year. Although a ~~result~~portion of ~~higher pricing~~these costs are recovered via the variable-index surcharge, there is a lag between the time the costs are incurred and ~~productivity improvements offset by higher costs.~~the time the variable-index surcharge is invoiced to the customer.

Selling and administrative expenses were comparable for the three months ended September 30, 2022, and 2021, ~~decreased from~~and approximated $11,089 and $10,910, respectively. Selling and administrative expenses for the ~~comparative prior year quarter principally as~~nine months ended September 30, 2022, and 2021, approximated $31,941 and $34,538, respectively, a ~~result of:~~decrease of $2,597. The decrease primarily is attributable to:

~~Selling and administrative~~ ~~expenses for the nine months ended September 30, 2021, increased from the comparative prior year period principally due to:~~

Investment-related income ~~for the periods fluctuated as a result of the timing of~~relates primarily to dividends from one of the Corporation’s Chinese joint ventures. In the third quarter of 2022, the Chinese joint venture declared a dividend which equaled $504 for the Corporation. In the second quarter of 2021, the Chinese joint venture declared a dividend which equaled $1,025 for the Corporation. ~~By comparison, the dividend was declared in the third quarter of the prior year and equaled $1,173 for the Corporation.~~

Interest expense ~~decreased in~~approximated $1,486 and $834 for the three months ended September 30, 2022, and 2021, respectively, and $3,684 and $2,672 for the nine months ended September 30, 2022, and 2021, respectively. The increase for each of the current year periods when compared to the same periods of the prior year is principally ~~as a result of lower~~due to higher average borrowings outstanding under the revolving credit ~~facility.~~facility and higher interest rates.

	Three Months Ended September 30,									Nine Months Ended September 30,								Three Months Ended September 30,									Nine Months Ended September 30,
	2021			2020			Change			2021			2020			Change		2022			2021			Change			2022			2021			Change
Net pension and other postretirement income																		$	1,631		$	1,672		$	(41	)	$	4,931		$	5,015		$	(84	)
Gain (loss) on foreign exchange transactions	$	369		$	(58	)	$	427		$	(705	)	$	(1,156	)	$	451		1,809			369			1,440			3,368			(705	)		4,073
Unrealized (loss) gain on Rabbi trust investments		(56	)		212			(268	)		359			(6	)		365		(276	)		(56	)		(220	)		(1,292	)		359			(1,651	)
Net pension and other postretirement income		1,672			1,335			337			5,015			3,669			1,346
Other		21			4			17			25			3			22		10			21			(11	)		12			25			(13	)
	$	2,006		$	1,493		$	513		$	4,694		$	2,510		$	2,184	$	3,174		$	2,006		$	1,168		$	7,019		$	4,694		$	2,325

Other income – net fluctuated period over period due ~~to:~~to changes in foreign exchange gains and losses and, as a result of recent volatility in the financial markets, unrealized losses in the market value of the Rabbi trust investments.

Income tax ~~(provision) benefit~~provision for each of the periods includes income taxes associated with the Corporation’s profitable operations. An income tax benefit is not able to be recognized on losses of certain of the Corporation’s entities since it is “more likely than not” the asset will not be realized. Accordingly, changes in the income tax ~~(provision) benefit~~provision for each of the periods include the effects of changes in the pre-tax income of the Corporation’s profitable operations. ~~Additionally,~~In addition, the income tax provision for the three and nine months ended September 30, 2022, includes expense of $316 resulting from the revaluation of certain deferred tax assets associated with the Pennsylvania tax rate change. By comparison, the income tax provision for the nine months ended September 30, 2021, includes ~~income tax~~$523 of expense associated with ~~revaluing~~the (i) restructuring of a foreign sales office and (ii) revaluation of the deferred income ~~tax assets and liabilities~~taxes of the Corporation’s U.K. entity following new legislation enacted ~~during the year,~~in 2021, which will increase the U.K. corporate tax rate from 19% to 25% in 2023. ~~By comparison,~~

Net income attributable to Ampco-Pittsburgh and income (loss) per common share attributable to Ampco-Pittsburgh equaled $846 and $0.04 per common share and $2,894 and $0.15 per common share for the ~~income tax benefit for the~~three and nine months ended September 30, ~~2020, includes a $3,502 benefit made possible by~~2022, respectively, and $(1,589) and $(0.08) per common share and $(359) and $(0.02) per common share for the ~~CARES Act, which enabled the Corporation to carry back net operating losses to an earlier period, at a higher tax rate,~~three and ~~to release a portion of the valuation allowance it had previously established against its deferred income tax assets.~~nine months ended September 30, 2021, respectively.

Net income attributable to Ampco-Pittsburgh and income per common share attributable to Ampco-Pittsburgh for the nine months ended September 30, ~~2020,~~2022, include ~~an income tax~~a net benefit of ~~$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~~$427 or $0.02 per common share for:

Net (loss) attributable to Ampco-Pittsburgh and (loss) per common share attributable to Ampco-Pittsburgh for the nine months ended September 30, 2021, include net expense of ~~$0.33.~~

~~Backlog~~ ~~represents~~$522 or $0.03 per common share for (i) the ~~accumulation of firm orders on hand which: (i) are supported by evidence~~restructuring of a ~~contractual arrangement,~~foreign sales office and (ii) ~~include a fixed and determinable sales price and (iii) have collectability that is reasonably assured. A discussion~~the revaluation of ~~backlog for~~the deferred income taxes of the Corporation’s ~~two segments is included below.~~U.K. entity following new legislation enacted in 2021, which will increase the U.K. corporate tax rate from 19% to 25% in 2023.

	Three Months Ended September 30,								Nine Months Ended September 30,							Three Months Ended September 30,								Nine Months Ended September 30,
	2021			2020		Change			2021		2020		Change			2022			2021			Change		2022		2021		Change
Net Sales:
Forged and cast mill rolls	$	53,778		$	52,080	$	1,698		$	177,918	$	165,502	$	12,416		$	66,653		$	53,778		$	12,875	$	193,946	$	177,918	$	16,028
FEP		7,401			2,419		4,982			17,640		8,221		9,419			8,858			7,401			1,457		35,902		17,640		18,262
	$	61,179		$	54,499	$	6,680		$	195,558	$	173,723	$	21,835		$	75,511		$	61,179		$	14,332	$	229,848	$	195,558	$	34,290

(Loss) Income from Operations	$	(2,832	)	$	1,301	$	(4,133	)	$	688	$	5,434	$	(4,746	)	$	(62	)	$	(2,832	)	$	2,770	$	1,107	$	688	$	419

	September 30, 2021								December 31, 2020															September 30, 2022		December 31, 2021		Change
Backlog				$	219,859						$	191,919												$	227,534	$	223,321	$	4,213

~~The increase in net~~Net sales increased for each of the current year periods when compared to the same periods of the prior year is principally due ~~to the net of:~~to:

~~Operating results for the current year periods decreased when compared to the same periods of the prior year as a result of:~~

Operating results for the current year periods improved when compared to the same periods of the prior year. While the segment continues to experience escalating costs for raw and ancillary materials, energy, transportation, direct labor and other items, a significant portion of these increases was recovered via the variable-index surcharge mechanism and higher pricing. The variable-index surcharge is known at the time of shipment and increases or decreases, as applicable, the selling price of the product for the corresponding changes in the published index cost of certain raw materials and energy. The variable-index surcharge is recognized as revenue when the corresponding sale of the inventory is recognized. However, since the cost of domestic raw materials, work-in-process and finished goods is primarily determined by the last-in, first-out method, the higher or lower costs of those certain raw materials and energy are recognized prior to the variable-index surcharge thus creating a lag between the time these costs are incurred and the time these costs are recovered.

~~In addition, operating results~~For the three months ended September 30, 2022, the improved pricing and variable-indexed surcharge exceeded the higher raw material, energy and transportation costs by approximately $800 but, for the nine months ended September 30, ~~2020, included:~~2022, under-recovered by approximately $2,100 when compared to the same period of the prior year.

In addition, (loss) income from operations improved for each of the current year periods when compared to the same periods of the prior year due to:

Backlog increased slightly at September 30, 2022, from December 31, 2021, by $4,213. The ~~increase in~~ backlog ~~principally is~~of orders for rolls increased at September 30, 2022, from December 31, 2021, by approximately $31,800 due to ~~higher~~improved demand from flat-rolled steel and aluminum customers and improved pricing. The backlog of orders for ~~forged rolls and~~ FEP ~~product. An overall increase in~~decreased at September 30, 2022, from December 31, 2021, by approximately $11,500 due to timing of receipt of new orders from customers. Lower foreign exchange rates used to translate the backlog of the Corporation’s foreign subsidiaries into the U.S. dollar also ~~increased~~reduced backlog at September 30, 2022, when compared to backlog at December 31, ~~2020.~~2021, by approximately $16,100. At September 30, ~~2021, the majority~~2022, approximately 59% of ~~the~~ backlog is expected to ship inafter 2022.

	Three Months Ended September 30,							Nine Months Ended September 30,							Three Months Ended September 30,						Nine Months Ended September 30,
	2021		2020		Change			2021		2020		Change			2022		2021		Change		2022		2021		Change
Net Sales:
Centrifugal pumps	$	7,096	$	8,580	$	(1,484	)	$	25,138	$	26,888	$	(1,750	)
Heat exchange coils		6,527		6,499		28			18,482		19,879		(1,397	)	$	8,532	$	6,527	$	2,005	$	22,483	$	18,482	$	4,001
Air handling systems		6,383		6,096		287			21,235		21,025		210			8,457		6,383		2,074		22,133		21,235		898
Centrifugal pumps																7,147		7,096		51		22,191		25,138		(2,947	)
	$	20,006	$	21,175	$	(1,169	)	$	64,855	$	67,792	$	(2,937	)	$	24,136	$	20,006	$	4,130	$	66,807	$	64,855	$	1,952

Income from Operations	$	2,891	$	2,261	$	630		$	7,265	$	7,691	$	(426	)	$	2,917	$	2,891	$	26	$	8,177	$	7,265	$	912

	September 30, 2021							December 31, 2020													September 30, 2022		December 31, 2021		Change
Backlog			$	58,404						$	54,212										$	106,117	$	69,233	$	36,884

~~The decrease in net~~Net sales for the ~~current~~three and nine months ended September 30, 2022, improved over the comparable prior year periods ~~when compared~~by $4,130 and $1,952, respectively. More specifically,

Operating income benefitted from the same periods of the prior year is principally attributable to a lower level of shipments due to transportation and supply chain issues which were somewhat mitigated by improved pricing. Sales of pumps decreased due to a lower volume of shipments to the power generation industry, partiallyhigher sales but was offset by ~~higher sales to U.S. Navy shipbuilders. Sales~~unfavorable product mix, particularly in the third quarter of ~~heat exchange coils were negatively impacted primarily by a lower volume of shipments to nuclear power generation customers and,~~2022. Operating income for the for the nine months ended September 30, ~~2021,~~2022, includes a ~~lower volume of business for the OEM/commercial market. Sales of air handling units were relatively comparable for each of the periods.~~

~~Operating income for the current year quarter increased when compared to the prior year quarter due to improved pricing and productivity improvements which helped to mitigate the effects~~benefit from the ~~lower level~~Change in Employee Benefit Policy of shipments and higher material costs. While also benefiting the current year-to-date operating income, the higher pricing and productivity improvements did not fully offset the impact from the lower volume of shipments.$680.

Backlog at September 30, ~~2021, improved~~2022, increased from December 31, ~~2020, principally~~2021, by $36,884 with backlog for each product line improving as a result of ~~higher orders~~record-level order intake. In particular, the segment received a $9,600 order for ~~centrifugal pumps and U.S. Navy shipbuilders.~~a custom air handling unit project with a major healthcare provider which is expected to ship in 2023. At September 30, ~~2021, the majority~~2022, approximately 64% of ~~the~~ backlog is expected to ship inafter 2022.

The Corporation presents non-GAAP adjusted (loss) income from operations, which is calculated as (loss) income from operations excluding the ~~Proceeds from Business Interruption Insurance Claim.~~Refund of Excess COVID-19 Subsidies and the Change in Employee Benefit Policy. This non-GAAP financial measure is not based on any standardized methodology prescribed by accounting principles generally accepted in the United States of America (“GAAP”) and may not be comparable to ~~similarly-titled~~similarly titled measures presented by other companies.

The Corporation has presented non-GAAP adjusted (loss) income from operations because it is a key measure used by the Corporation’s management and Board of Directors to understand and evaluate the Corporation’s operating performance and to develop operational goals for managing its business. This non-GAAP financial measure excludes significant charges or credits, that are one-time charges or credits, unrelated to the Corporation’s ongoing results of operations or beyond its control. Additionally, a portion of the incentive and compensation arrangements for certain employees is based on the Corporation’s business performance. The Corporation believes this non-GAAP financial measure helps identify underlying trends in its business that could otherwise be masked by the effect of the items that it excludes from adjusted (loss) income from operations. The Corporation also believes this non-GAAP financial measure provides useful information to management, shareholders and investors, and others in understanding and evaluating its operating results, enhancing the overall understanding of its past performance and future prospects and allowing for greater transparency with respect to key financial metrics used by the Corporation’s management in its financial and operational decision-making.

Adjusted (loss) income from 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 operations rather than (loss) income from operations, which is the nearest GAAP equivalent. Among other things, there can be no assurance that ~~additional~~charges similar to the Refund of Excess COVID-19 Subsidies and benefits similar to the ~~Proceeds from Business Interruption Insurance Claim~~Change in Employee Benefit Policy will not occur in future periods.

The ~~adjustment~~adjustments reflected in adjusted (loss) income from operations isare pre-tax. ~~There was no~~The tax impact associated with ~~this adjustment~~the adjustments is not significant, approximately $24, due to the Corporation having a valuation allowance recorded against the deferred income tax assets for the ~~jurisdiction~~majority of the jurisdictions where the expense and income ~~was~~are recognized.

The following is a reconciliation of (loss) income from operations to non-GAAP adjusted (loss) income from operations for the three and nine months ended September 30, ~~2021,~~2022, and ~~2020,~~2021, respectively:

	Three Months Ended September 30,					Nine Months Ended September 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020		2021			2020			2022			2021			2022			2021
(Loss) income from operations, as reported (GAAP)	$	(2,361	)	$	178	$	(985	)	$	4,443		$	(74	)	$	(2,361	)	$	849		$	(985	)
Proceeds from Business Interruption Insurance Claim ⁽¹⁾		0			0		0			(769	)
Refund of Excess COVID-19 Subsidies ⁽¹⁾													0			0			664			0
Change in Employee Benefit Policy ⁽²⁾													0			0			(1,431	)		0
(Loss) income from operations, as adjusted (Non-GAAP)	$	(2,361	)	$	178	$	(985	)	$	3,674		$	(74	)	$	(2,361	)	$	82		$	(985	)

	Nine Months Ended September 30,									Nine Months Ended September 30,
	2021			2020			Change			2022			2021			Change
Net cash flows (used in) provided by operating activities	$	(4,398	)	$	33,944		$	(38,342	)
Net cash flows used in operating activities										$	(20,405	)	$	(4,398	)	$	(16,007	)
Net cash flows used in investing activities		(11,521	)		(5,782	)		(5,739	)		(12,516	)		(11,521	)		(995	)
Net cash flows provided by (used in) financing activities		11,609			(17,428	)		29,037
Net cash flows provided by financing activities											35,908			11,609			24,299
Effect of exchange rate changes on cash and cash equivalents		(281	)		586			(867	)		(1,134	)		(281	)		(853	)
Net (decrease) increase in cash and cash equivalents		(4,591	)		11,320			(15,911	)
Net increase (decrease) in cash and cash equivalents											1,853			(4,591	)		6,444
Cash and cash equivalents at beginning of period		16,842			6,960			9,882			10,337			16,842			(6,505	)
Cash and cash equivalents at end of period	$	12,251		$	18,280		$	(6,029	)	$	12,190		$	12,251		$	(61	)

Net cash flows ~~(used in) provided by~~used in operating activities ~~fluctuated~~equaled $(20,405) and $(4,398) for the nine months ended September 30, 2022, and 2021, respectively. The significant change between the ~~periods as a result of an increase~~years primarily is due to the ongoing investment in trade working capital ~~as the Corporation began to return~~due to a higher level of business activity ~~following the pandemic-plagued levels of the prior year.~~resulting from increased demand and, for inventories, higher costs associated with inflation and supply chain disruptions.

Net cash flows used in investing activities ~~represent~~equaled $(12,516) and $(11,521) for the nine months ended September 30, 2022, and 2021, respectively. Capital expenditures for each of the periods were relatively comparable and related primarily ~~expenditures for~~to the FCEP segment. The Corporation has undertaken a significant capital program ~~valued between $25,000 and $30,000,~~approximating $27,000 to upgrade existing equipment at certain of its FCEP locations, which is anticipated to ~~occur over the next two to three years.~~be completed by December 31, 2023. At September 30, ~~2021,~~2022, commitments for future capital expenditures, including those associated with the FCEP capital program, approximated ~~$20,000.~~$19,300.

Net cash flows provided by ~~(used in)~~ financing activities ~~improved~~equaled $35,908 and $11,609 for the nine months ended September 30, 2022, and 2021, respectively. The change period over period primarily is due to:

~~In 2020,~~The effect of exchange rate changes on cash and cash equivalents is primarily attributable to the ~~Corporation repaid all borrowings outstanding under its revolving credit facility. A portion~~fluctuation of the ~~repayment was from net proceeds from an equity rights offering completed in September 2020, which equaled $18,150. In 2021,~~British pound and Swedish krona against the ~~Corporation received additional proceeds of $3,308 as~~U.S. dollar.

As a result of ~~shareholders exercising warrants for~~ the ~~Corporation’s common stock.~~

~~As of September 30, 2021,~~above, cash and cash equivalents increased by $1,853 during 2022 and ended the period at $12,190 in comparison to $10,337 at December 31, 2021. The majority of the Corporation’s cash and cash equivalents is held by ~~the Corporation’s~~its foreign operations. Domestic customer remittances are used to pay down borrowings under the Corporation’s revolving credit facility daily, resulting in

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

Funds on hand, funds generated from future operations and availability under the Corporation’s revolving credit facility are expected to be sufficient to finance the Corporation’s operational requirements and ~~capital expenditure requirements.~~debt service costs. The maturity date for the revolving credit facility is June 29, 2026, and, subject to the other terms and conditions of the revolving credit agreement, will become due on that date. ~~While availability under the revolving credit facility also should be sufficient to fund the capital equipment investment~~

~~activities for the FCEP segment over the next few years, the Corporation is exploring potential financing alternatives.~~ As of September 30, ~~2021,~~2022, remaining availability under the revolving credit facility approximated ~~$42,000,~~$35,622, net of standard availability reserves.

Availability under the Corporation’s equipment financing facility and the Disbursement Agreement are expected to be sufficient to finance the capital program for the FCEP segment in the timeframe currently anticipated. At September 30, 2022, availability under the equipment financing facility and Disbursement Agreement approximated $18,500. Each borrowing on the equipment financing facility will constitute a secured loan transaction (each, a “Term Loan”). Each Term Loan will convert to a Term Note on the earlier of (i) the date in which the associated equipment is placed in service or (ii) December 31, 2023. Each Term Note will have a term of 84 months in arrears fully amortizing and will commence on the date of the Term Note. Borrowings under the Disbursement Agreement will be repaid over an initial term of 20 years – through August 2042.

The Corporation’s critical accounting policies, as summarized in its Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, remain unchanged.

Disclosure controls and procedures. An evaluation of the effectiveness of the Corporation’s disclosure controls and procedures as of the end of the period covered by this report was carried out under the supervision, and with the participation, of management, including the principal executive officer and principal financial officer. Disclosure controls and procedures are defined under Securities and Exchange Commission (“SEC”) rules as controls and other procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) is recorded, processed, summarized and reported within the required time periods. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, the Corporation’s management, including the principal executive officer and principal financial officer, has concluded that the Corporation’s disclosure controls and procedures were effective as of September 30, ~~2021.~~2022.

Changes in Internal Control. There has been no change in the Corporation’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under the Exchange Act that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

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 Factors contained in Item 1A to Part I of the Corporation’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

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
Series A Warrants to purchase shares of Common Stock	AP WS	NYSE American Exchange

			Page No.
Part I –	Financial Information:

	Item 1 –	Financial Statements (Unaudited)

		Condensed Consolidated Balance Sheets – ~~September~~September 30 ~~2021~~, 2022, and December 31, ~~2020~~2021	3

		Condensed Consolidated Statements of Operations – Three and Nine Months Ended September 30, ~~2021~~2022, and ~~2020~~2021	4

		Condensed Consolidated Statements of Comprehensive ~~Income (Loss)~~Loss – Three and Nine Months Ended September 30, ~~2021~~2022, and ~~2020~~2021	5
		Condensed Consolidated Statements of Shareholders’ Equity – Three and Nine Months Ended September 30, ~~2021~~2022, and ~~2020~~2021	6

		Condensed Consolidated Statements of Cash Flows – Nine Months Ended September 30, ~~2021~~2022, and ~~2020~~2021	7

		Notes to Condensed Consolidated Financial Statements	8

	Item 2 –	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2221

	Item 3 –	Quantitative and Qualitative Disclosures About Market Risk	2928

	Item 4 –	Controls and Procedures	2928

Part II –	Other Information:

	Item 1 –	Legal Proceedings	3029

	Item 1A –	Risk Factors	3029

	Item 6 –	Exhibits	3029

Signatures			3130

	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, 2021
Investments
Other noncurrent assets	$	4,618	$	0		$	0	$	4,618
Foreign currency exchange contracts
Accounts receivable		0		(293	)		0		(293	)
Other current assets		0		293			0		293
As of December 31, 2020
Investments
Other noncurrent assets	$	4,402	$	0		$	0	$	4,402
Foreign currency exchange contracts
Accounts receivable		0		(960	)		0		(960	)
Other current assets		0		1,123			0		1,123
Other noncurrent assets		0		332			0		332
Other current liabilities		0		213			0		213
Other noncurrent liabilities		0		327			0		327

	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, 2022
Investments
Other noncurrent assets	$	3,276	$	0	$	0	$	3,276
As of December 31, 2021
Investments
Other noncurrent assets	$	4,860	$	0	$	0	$	4,860


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


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


Large accelerated filer	☐	Accelerated filer	☐	Emerging growth company	☐

Non-accelerated filer	☒	Smaller reporting company	☒

	Location	September 30, 2021			December 31, 2020
Fair value hedge contracts	Other current assets	$	293		$	1,123
	Other noncurrent assets		0			332
	Other current liabilities		0			12
Fair value hedged items	Receivables		(293	)		(960	)
	Other current liabilities		0			201
	Other noncurrent liabilities		0			327



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

(3.2)		Amended and Restated By-laws, effective as of December 17, 2015, incorporated by reference to Current Report on Form 8-K filed on December 23, 2015.

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

(10.1)		~~Amendment No. 1 to Shareholder Support~~Amended and Restated Master Lease Agreement between Union Electric Steel Corporation and Store Capital Acquisitions, LLC, dated August ~~10, 2021, by and between Ampco-Pittsburgh Corporation and Altor Fund II GP Limited,~~30, 2022, incorporated by reference to Current Report on Form 8-K filed on ~~August 13, 2021.~~September 2, 2022.

(10.2)		~~Amendment No. 1 to Offer Letter, dated August 10, 2021, by~~Amended and Restated Unconditional Guaranty of Payment and Performance between Ampco-Pittsburgh Corporation and ~~J. Brett McBrayer,~~Store Capital Acquisitions, LLC, dated August 30, 2022, incorporated by reference to Current Report on Form 8-K filed on ~~August 13, 2021.~~September 2, 2022.

(10.3)		Master Loan and Security Agreement between Union Electric Steel Corporation and Clarus Capital Funding I, LLC, dated September 29, 2022, incorporated by reference to Current Report on Form 8-K filed on October 4, 2022.

(10.4)		Guaranty made by Ampco-Pittsburgh Corporation to Clarus Capital Funding I, LLC, and dated September 29, 2022, incorporated by reference to Current Report on Form 8-K filed on October 4, 2022.

(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.INS)		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

(101.SCH)		Inline XBRL Taxonomy Extension Schema Document

(101.CAL)		Inline XBRL Taxonomy Extension Calculation Linkbase Document

(101.DEF)		Inline XBRL Taxonomy Extension Definition Linkbase Document

(101.LAB)		Inline XBRL Taxonomy Extension Label Linkbase Document

(101.PRE)		Inline XBRL Taxonomy Extension Presentation Linkbase Document

(104)		The cover page for the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101.

	AMPCO-PITTSBURGH CORPORATION

DATE: November ~~9, 2021~~14, 2022	BY:	/s/ J. Brett McBrayer
		J. Brett McBrayer
		Director and Chief Executive Officer

DATE: November ~~9, 2021~~14, 2022	BY:	/s/ Michael G. McAuley
		Michael G. McAuley
		Senior Vice President, Chief Financial Officer and Treasurer