AP Ampco Pittsburgh Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SD

Specialized Disclosure Report

Section 1- Conflict Minerals Disclosure

Conflict Minerals Disclosure

Introduction

This Specialized Disclosure Report on Form SD (this “Report”) is filed pursuant to Rule 13p-1 (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the reporting period from January 1, 2019 to December 31, 2019. The Rule requires disclosure of certain information when a company manufactures or contracts to manufacture products for which gold, columbite-tantalite (coltan), cassiterite, wolframite, or their derivatives, which are currently limited to tantulum, tin and tungsten (collectively, the “Conflict Minerals”) are contained in, and necessary to the functionality or production of, such products. The Rule requires that SEC registrants conduct in good faith a reasonable country of origin inquiry (“RCOI”) designed to determine whether any such Conflict Minerals originated in the Democratic Republic of Congo or any “adjoining country” (as defined by the SEC) (collectively, the “Covered Countries”) or are from recycled or scrap sources.

Ampco-Pittsburgh Corporation (including its consolidated subsidiaries as the context may require, the “Corporation” or the “Registrant”) has determined that tin and tungsten (together, the “Identified Minerals”) were contained in, and necessary to the functionality or production of, one or more products manufactured by the Corporation or contracted by the Corporation to be manufactured (the “Covered Products”) during the period covered by this Report. As such, the Corporation has conducted in good faith an RCOI designed to determine whether any of the Identified Minerals in the Covered Products (1) originated in a Covered Country or (2) are from recycled or scrap sources.

As discussed more fully below, based on the Corporation’s RCOI, the Corporation has concluded that (a) it does not have any reason to believe that any of the Identified Minerals used in connection with the Covered Products may have originated in a Covered Country or (b) it has reason to believe that the Identified Minerals used in connection with the Covered Products may be from recycled or scrap sources.

The Corporation and its Business Segments

The Corporation was incorporated in Pennsylvania in 1929 and manufactures and sells highly engineered, high performance specialty metal products and customized equipment utilized by industry throughout the world. The Corporation classifies its business in two segments: Forged and Cast Engineered Products and Air and Liquid Processing.

Forged and Cast Engineered Products Segment

The Forged and Cast Engineered Products segment, consisting of Union Electric Steel Corporation and its direct and indirect subsidiaries (collectively, “UES”), has operations in the United States, England, Sweden, and Slovenia and has an equity interest in three joint-venture companies in China. The companies comprising this segment produce ingot, forged products and cast products that service a wide variety of industries globally. The Forged and Cast Engineered Products segment specializes in the production of forged hardened steel rolls used mainly for cold rolling by producers of steel, aluminum and other metals and cast rolls for hot and cold strip mills, medium/heavy section mills and plate mills in a variety of iron and steel qualities. In addition, this segment produces ingot and open-die forged products which are used in the gas and oil industry and the aluminum and plastic extrusion industries.

Air and Liquid Processing Segment

The Air and Liquid Processing segment consists of Aerofin, Buffalo Air Handling and Buffalo Pumps, all divisions of Air & Liquid Systems Corporation, a wholly-owned subsidiary of the Corporation. This segment has operations in Virginia and New York, with headquarters in Carnegie, Pennsylvania, and distributes a significant portion of its products through a common independent group of sales offices located throughout the United States and Canada.

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Aerofin produces custom-engineered finned tube heat exchange coils and related heat transfer products for a variety of industries including OEM/commercial, fossil fuel power generation, nuclear power generation and industrial manufacturing.

Buffalo Air Handling produces large custom-designed air handling systems for institutional markets (e.g., hospitals and universities), pharmaceutical markets and general industrial building markets.

Buffalo Pumps manufactures centrifugal pumps for the fossil fuel power generation, marine defense and industrial refrigeration industries.

Reasonable Country of Origin Inquiry

In accordance with the Exchange Act and the rules and regulations thereunder, including the Rule, the Corporation performed an assessment of its product line to examine which of the products manufactured by it or contracted to be manufactured by it contained one or more Conflict Minerals that were necessary for the functionality or production of such identified products. The Corporation concluded that the Covered Products contained one or more of the Identified Minerals of tin and tungsten. Consequently, the Corporation conducted in good faith an RCOI with respect to the Identified Minerals in such Covered Products. The purpose of the RCOI was to determine whether any of such Identified Minerals (1) originated in a Covered Country or (2) are from recycled or scrap sources.

After identifying the Covered Products, in furtherance of its RCOI efforts, the Corporation identified which suppliers may have provided materials included in the Covered Products that potentially contained any of the Identified Minerals (the “Covered Suppliers”), and conducted a supply-chain survey by contacting each Covered Supplier and providing them with the most recent due diligence template developed by the Electronic Industry Citizenship Coalition (the “EICC”) and the Global e-Sustainability Initiative (the “GeSI”), commonly referred to as the Conflict Mineral Report Template (the “CMRT”). The Corporation also informed the Covered Suppliers of the Corporation’s obligations with respect to conducting an RCOI and filing this Report pursuant to the Exchange Act.

The Corporation uses a network of materials suppliers from numerous countries across multiple continents. The materials sourced from Covered Suppliers are not purchased directly from the smelters where such materials originated. As such, the Corporation relies on information provided by the Covered Suppliers through the supply-chain survey. In many cases, the Covered Suppliers are several tiers separated from the smelter at which the original minerals were smelted. The Covered Suppliers (many of whom are not subject to the reporting requirements of the Exchange Act) rely on their own respective sub-suppliers to provide them with information regarding the materials sourced by such sub-suppliers, or the Covered Suppliers may purchase the materials on the secondary market from recycled or scrap sources.

The Corporation compiled and analyzed all of the CMRTs and related information received from Covered Suppliers and compared the smelters and refiners identified in the CMRT supply-chain survey against the list of smelter facilities which have been identified as “conflict free” by programs such as the Conflict-Free Smelter Program of the EICC/GeSI Conflict-Free Sourcing Initiative (the “CFSI”).

Results of the Corporation’s Good Faith RCOI and Due Diligence Process

Suppliers & Smelters

As a result of the RCOI and the Corporation’s due diligence process in connection with its use of the Identified Minerals in the Covered Products, the Corporation identified a total of 21 Covered Suppliers:

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Each of these Covered Suppliers represented to the Corporation that the supplied Identified Minerals were (1) not sourced from a Covered Country or (2) originated from recycled or scrap sources.

Despite the Corporation’s best efforts to follow up with certain Covered Suppliers, the Corporation did not receive complete and thorough responses from all Covered Suppliers. There are numerous reasons for the Corporation’s inability to receive complete responsiveness from all Covered Suppliers and to identify the full supply chain or originating smelter:

As a result, the Corporation has not been able to identify all of the smelters from which certain Covered Suppliers sourced the Identified Minerals (other than those identified as from recycled or scrap sources). With respect to the Identified Minerals for which the Corporation was able to identify information about the smelter through the relevant Covered Supplier, the name and location of that smelter is indicated in the tables below. Because this information is provided by the Covered Suppliers, the Corporation cannot be certain that such smelters were, in fact, in the Corporation’s supply chain.

The Corporation has noted that each of the smelters identified below (the “Identified Smelters”), is currently on the conflict-free smelters list published by the CFSI. In addition, each Covered Supplier who sourced Identified Minerals from the Identified Smelters has represented to the Corporation that the applicable Identified Smelter does not source the Identified Mineral from any Covered Country.

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Conclusion

Based on the information obtained pursuant to the good faith RCOI and due diligence processes described above, the Corporation has concluded that:

Website Disclosure

This Report, including this Conflict Minerals Disclosure, is available at the Corporation’s website at www.ampcopittsburgh.com. The information on, or otherwise available through, the Corporation’s website is not part of this Report.¹

Forward-Looking Statements

This Report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve various risks and uncertainties. All statements in this Report other than statements of historical fact are statements that are, or could be, deemed forward-looking statements within the meaning of such Act. Words such as “may,” “intend,” “will,” “believe” and “expect,” and other terms of similar meaning that indicate future events and trends are also generally intended to identify forward-looking statements. Forward-looking statements are not guarantees of future performance. Except as required by applicable law, the Corporation assumes no obligation, and disclaims any obligation, to update forward-looking statements whether as a result of new information, events or otherwise.

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Section 2 - Exhibits

None.

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SIGNATURE

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.

Dated: May 31, 2020

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