8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) October 29, 2013

AMPCO-PITTSBURGH CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania	1-898	25-1117717
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification Number)

600 Grant Street, Pittsburgh, PA	15219
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (412) 456-4400

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.21 below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Disclosure of Results of Operations and Financial Condition.

On October 28, 2013, Ampco-Pittsburgh Corporation issued a press release announcing its results for the three and nine months ended September 30, 2013. A copy of the press release is attached hereto and is being furnished to the SEC.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit 99.1 – Press release dated October 28, 2013.

SIGNATURES

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

		AMPCO-PITTSBURGH CORPORATION
Date:	October 29, 2013	By:	/s/ Marliss D. Johnson
			Marliss D. Johnson
			Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

CONTACT:

Dee Ann Johnson

Chief Financial Officer and Treasurer

(412) 456-4410

dajohnson@ampcopgh.com

FOR IMMEDIATE RELEASE

PITTSBURGH, PA

October 28, 2013

Ampco-Pittsburgh Announces Third Quarter Earnings

Ampco-Pittsburgh Corporation (NYSE: AP) announces sales for the three and nine months ended September 30, 2013 of $64,433,000 and $203,995,000, respectively, against $72,190,000 and $215,751,000 for the comparable prior year periods. Income from operations approximated $20,777,000 and $24,879,000 for the three and nine months ended September 30, 2013, respectively, and includes a pre-tax credit of approximately $16,340,000 representing estimated additional insurance recoveries through 2022 for asbestos liabilities on account of insurance coverage settlement agreements entered into during the quarter. Income from operations for the three and nine months ended September 30, 2012 equaled $3,748,000 and $10,793,000, respectively. Net income for the three and nine months ended September 30, 2013 was $12,705,000 or $1.23 per share and $13,937,000 or $1.35 per share, respectively, including the after-tax credit of approximately $10,620,000 or $1.03 per share for the above-mentioned insurance settlements, in comparison to $1,528,000 or $0.15 per share and $5,037,000 or $0.49 per share for the three and nine months ended September 30, 2012.

For the Forged and Cast Rolls segment, sales for the quarter and year-to-date periods were less than the comparable prior year periods principally due to weak demand worldwide which is driving margins lower and reducing earnings. The impact to operating income was offset by receipt of insurance proceeds for lost margin on rolls damaged during Hurricane Sandy in 2012 resulting in operating income for the third quarter 2013 slightly better than third quarter 2012. For the Air and Liquid Processing group, sales for the three and nine months ended September 30, 2013 were less than the comparable prior year periods; however, operating income improved due to the pre-tax credit of approximately $16,340,000 for the above-mentioned insurance settlements and changes in product mix.

The matters discussed herein may contain forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from expectations. Some of these risks are set forth in the Corporation’s Annual Report on Form 10-K as well as the Corporation’s other reports filed with the Securities and Exchange Commission.

AMPCO-PITTSBURGH CORPORATION

FINANCIAL SUMMARY

	Three Months Ended Sept 30,						Nine Months Ended Sept 30,
	2013			2012			2013			2012
Sales	$	64,433,000		$	72,190,000		$	203,995,000		$	215,751,000
Income from operations (1)		20,777,000			3,748,000			24,879,000			10,793,000
Other expense – net		(565,000	)		(217,000	)		(1,669,000	)		(763,000	)
Income before income taxes		20,212,000			3,531,000			23,210,000			10,030,000
Income tax expense		(7,057,000	)		(1,498,000	)		(7,958,000	)		(3,643,000	)
Equity loss in Chinese joint venture		(450,000	)		(505,000	)		(1,315,000	)		(1,350,000	)
Net income (2)	$	12,705,000		$	1,528,000		$	13,937,000		$	5,037,000
Earnings per common share:
Basic (2)	$	1.23		$	0.15		$	1.35		$	0.49
Diluted (2)	$	1.22		$	0.15		$	1.34		$	0.48
Weighted-average number of common shares outstanding:
Basic		10,362,746			10,342,756			10,355,272			10,336,865
Diluted		10,407,664			10,384,291			10,404,158			10,387,839

(1) Income from operations for the three and nine months ended September 30, 2013 includes a pre-tax credit of approximately $16,340,000 representing estimated additional insurance recoveries through 2022 for asbestos liabilities on account of insurance coverage settlement agreements entered into during the quarter.

(2) Net income for the three and nine months ended September 30, 2013 includes an after-tax credit of approximately $10,620,000 or $1.03 per share representing estimated additional insurance recoveries through 2022 for asbestos liabilities on account of insurance coverage settlement agreements entered into during the quarter.