TWI 12.31.2014 10-K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM 10-K
þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-12936

TITAN INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Illinois
 
36-3228472
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
2701 Spruce Street, Quincy, IL 62301
(Address of principal executive offices)

(217) 228-6011
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common stock, no par value
New York Stock Exchange (Symbol:  TWI)
Securities registered pursuant to Section 12(g) of the Act:   None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.  Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o  No þ
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 such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes  þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ  No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ
Accelerated filer ¨
Non-accelerated filer o (Do not check if a smaller reporting company)
Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o  No þ

The aggregate market value of the shares of common stock of the registrant held by non-affiliates was approximately $739 million based upon the closing price of the common stock on the New York Stock Exchange on June 30, 2014.

As of February 10, 2015, a total of 53,763,016 shares of common stock of the registrant were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement for the annual meeting of stockholders to be held on June 4, 2015, are incorporated by reference into Part III of this Form 10-K.



TITAN INTERNATIONAL, INC.
Index to Annual Report on Form 10-K
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2



PART I

ITEM 1 – BUSINESS

INTRODUCTION
Titan International, Inc. and its subsidiaries (Titan or the Company) hold the position of being a global wheel, tire and undercarriage industrial group servicing customers across its target markets.  As a leading manufacturer in the off-highway industry, Titan produces a broad range of specialty products to meet the specifications of original equipment manufacturers (OEMs) and aftermarket customers in the agricultural, earthmoving/construction and consumer markets.  As a manufacturer of both wheels and tires, the Company is uniquely positioned to offer customers added value through complete wheel and tire assemblies. Titan's agricultural market includes rims, wheels, tires and undercarriage systems and components manufactured for use on various agricultural and forestry equipment. Titan’s earthmoving/construction market includes rims, wheels, tires and undercarriage systems and components for various types of off-the-road (OTR) earthmoving, mining, military and construction equipment. The Company's consumer market includes bias truck tires in Latin America and light truck tires in Russia, as well as products for all-terrain vehicles (ATVs) and recreational/utility trailers.

As one of the few companies dedicated to off-highway wheels, tires and assemblies, Titan’s engineering and manufacturing resources are focused on designing quality products that address the needs of our end-users.  Titan’s team of experienced engineers continually works on new and improved engineered solutions that evolve with today’s applications for the off-highway wheel, tire and assembly markets.

History
The Company traces its roots to the Electric Wheel Company in Quincy, Illinois, which was founded in 1890.  Titan was incorporated in 1983.  The Company has grown through six major acquisitions in recent years.  In 2005, Titan Tire Corporation, a subsidiary of the Company, acquired The Goodyear Tire & Rubber Company’s North American farm tire assets.  In 2006, Titan Tire Corporation of Bryan, a subsidiary of the Company, acquired the off-the-road (OTR) tire assets of Continental Tire North America, Inc.  In 2011, the Company acquired The Goodyear Tire & Rubber Company's Latin American farm tire business. In August 2012, the Company purchased a 56% controlling interest in Planet Corporation Group, now known as Titan National (Australia) Holdings PTY LTD (TNAH). In October 2012, the Company completed its acquisition of Titan Europe. In October 2013, the Company in partnership with One Equity Partners (OEP) and the Russian Direct Investment Fund (RDIF) closed the acquisition of an 85% interest in Voltyre-Prom, a leading producer of agricultural and industrial tires in Volgograd, Russia. In the first half of 2014, the partnership of Titan, OEP, and RDIF purchased an additional 15% to bring the total Voltyre-Prom ownership to 100% for the partnership. These acquisitions have allowed Titan to expand its global footprint and enhance product offering in the Company’s target markets.

Market Segments
In 2014, Titan’s agricultural segment sales represented 54% of net sales, the earthmoving/construction segment represented 32% and the consumer segment represented 14% of net sales.
 
COMPETITIVE STRENGTHS
Titan’s strong market position in the off-highway wheel, tire and undercarriage market, and its long-term core customer relationships contribute to the Company’s competitive strengths.  Titan produces both wheels and tires which uniquely allows the Company to provide a one-stop solution for its customers' wheel and tire assembly needs. These strengths, along with Titan’s dedication to the off-highway equipment market, continue to drive the Company forward.

Strong Market Position
Titan’s ability to offer a broad range of specialized wheels, tires, assemblies and undercarriage systems and components has resulted in the Company’s strong position in the global off-highway market.  Through a diverse dealer network, the Company is able to reach an increasing number of customers in the aftermarket and build Titan’s image and brand recognition.  The Company’s acquisition of the Goodyear Farm Tire brand in North America and Latin America contributes to overall visibility and customer confidence.  Titan gained a strong presence in Europe and other parts of the world through the 2012 acquisition of Titan Europe. The 2013 acquisition of Voltyre-Prom expanded Titan's footprint into the Commonwealth of Independent States (CIS) region. Years of product design and engineering experience have enabled Titan to improve existing products and develop new ones that have been well received in the marketplace.  In addition, Titan believes it has benefited from significant barriers to entry, such as the substantial investment necessary to replicate the Company’s manufacturing equipment and numerous tools, dies and molds, many of which are used in custom processes.



3



Wheel and Tire Manufacturing Capabilities
The Company’s unique position as a manufacturer of both wheels and tires allows Titan to mount and deliver one of the largest selections of off-highway assemblies in North America. Titan offers this value-added service of one-stop shopping for wheel and tire assemblies for the agricultural, earthmoving/construction and consumer segments.  Both standard and Low Sidewall (LSW) assemblies are delivered as a single, complete unit based on each customer’s unique requirements.

Long-Term Core Customer Relationships
The Company’s top customers, including global leaders in agricultural and construction equipment manufacturing, have been purchasing products from Titan or its predecessors for numerous years.  Customers including AGCO Corporation, Caterpillar Inc., CNH Global N.V., Deere & Company and Kubota Corporation have helped sustain Titan’s leadership in wheel, tire and assembly innovation.

BUSINESS STRATEGY
Titan’s business strategy is to increase its presence in the segments it serves through its one-stop assembly solutions, including LSW technology. The Company continues to seek global expansion of this complete wheel and tire assembly product offering within the geographies it competes. This may be through strategic worldwide acquisitions or through expanded manufacturing capabilities in regions where the Company lacks either the wheel or the tire production. In addition, Titan continually seeks to improve operating efficiencies and gain additional synergies from more recent acquisitions.

Giant Mining Tire Product
The Company’s 2006 acquisition of the OTR tire assets of Continental Tire North America, Inc. in Bryan, Ohio, expanded Titan’s product offering into larger earthmoving, construction and mining tires.  The Company subsequently expanded the Bryan facility production capacity to include giant mining tires.  The mining tire market is expected to offer long-term opportunities.

Low Sidewall (LSW) Technology
The Company has developed a LSW tire technology, featuring a larger rim diameter and a smaller sidewall than standard tires. As a cornerstone of the Company's strategy, Titan continues to expand the LSW product offering in both the agricultural and construction segments. Titan’s unique capabilities as both a wheel and tire manufacturer allow the Company to drive further adoption within these markets. Titan seeks to be at the forefront of off-road equipment advancement through the innovation of its LSW solution with the belief that it will become the industry standard.

The Company follows an adoption strategy whereby LSW assemblies are placed with certain end users in order to demonstrate the superior performance of this innovative solution. With LSW, these end users experience reduced power hop, road lope, soil compaction, as well as improved safety and performance. Both power hop and road lope, can disturb ride and impede equipment performance. The LSW technology has been widely adopted within the automotive industry for many years. The benefits translate to Titan's markets through superior comfort, ride and fuel economy.

Increase Aftermarket Tire Business
The Company has concentrated on increasing its presence in the tire aftermarket, which historically has tended to be somewhat less cyclical than the OEM market.  The aftermarket also offers the potential for higher profit margins and is a larger market in most cases.

Improve Operating Efficiencies
The Company constantly works to improve the operating efficiency of its assets and manufacturing facilities.  Titan integrates each facility’s strengths, which may include transferring equipment and business to the facilities that are best equipped to handle the work.  This provides capability to increase utilization and spread operating costs over a greater volume of products.  Titan is also continuing a comprehensive program to refurbish, modernize and enhance the technology of its equipment.


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Enhance Design Capacity and New Product Development
Equipment manufacturers constantly face changing industry dynamics.  Titan directs its business and marketing strategy to understand and address the needs of its customers and demonstrate the advantages of its products.  In particular, the Company often collaborates with customers in the design of new and enhanced products.  Titan recommends modified products to its customers based on its own market information.  These value-added services enhance Titan’s relationships with its customers.  The Company tests new designs and technologies and develops methods of manufacturing to improve product quality and performance.  Titan’s engineers have introduced designs for giant mining wheels and tires, which employ an innovative steel radial construction technology. Titan has also developed a Low Sidewall (LSW) tire technology, featuring a larger rim diameter and smaller sidewall than standard tires, which helps reduce power hop, road lope, soil compaction, and provides improved safety and performance.

Explore Additional Strategic Acquisitions
The Company’s expertise in the manufacture of off-highway wheels, tires and undercarriage systems and components has permitted it to take advantage of opportunities to acquire businesses that complement this product line.  In the future, Titan may make additional strategic acquisitions of businesses that have an off-highway focus. The Company continually explores worldwide opportunities to expand manufacturing and distribution in order to serve new and existing geographies.

For additional information concerning the revenues, certain expenses, income from operations and assets attributable to each of the segments in which the Company operates, see Note 35 to the Company's consolidated financial statements, included in Item 8 of our 2014 Form 10-K.

AGRICULTURAL SEGMENT
Titan’s agricultural rims, wheels, tires and undercarriage systems and components are manufactured for use on various agricultural equipment, including tractors, combines, skidders, plows, planters and irrigation equipment, and are sold directly to OEMs and to the aftermarket through independent distributors, equipment dealers and Titan’s own distribution centers.  The wheels and rims range in diameter from 9 to 54 inches, with the 54-inch diameter being the largest agricultural wheel manufactured in North America.  Basic configurations are combined with distinct variations (such as different centers and a wide range of material thickness) allowing the Company to offer a broad line of products to meet customer specifications.  Titan’s agricultural tires range from approximately 1 foot to approximately 7 feet in outside diameter and from 5 to 49 inches in width.  The Company offers the added value of delivering a complete wheel and tire assembly to customers.

EARTHMOVING/CONSTRUCTION SEGMENT
The Company manufactures rims, wheels, tires and undercarriage systems and components for various types of OTR earthmoving, mining, military, construction and forestry equipment, including skid steers, aerial lifts, cranes, graders and levelers, scrapers, self-propelled shovel loaders, articulated dump trucks, load transporters, haul trucks, backhoe loaders, crawler tractors, lattice cranes, shovels and hydraulic excavators.  The earthmoving/construction market is often referred to as OTR, an acronym for off-the-road.  The Company provides OEM and aftermarket customers with a broad range of earthmoving/construction wheels ranging in diameter from 20 to 63 inches and in weight from 125 pounds to 7,000 pounds.  The 63-inch diameter wheel is the largest manufactured in North America for the earthmoving/construction market. Titan’s earthmoving/construction tires range from approximately 3 feet to approximately 13 feet in outside diameter and in weight from 50 pounds to 12,500 pounds.  The Company offers the added value of wheel and tire assembly for certain applications in the earthmoving/construction segment.

CONSUMER SEGMENT
Titan manufactures bias truck tires in Latin America and light truck tires in Russia, provides wheels and tires and assembles brakes, actuators and components for the domestic boat, recreational and utility trailer markets.  Titan also offers select products for ATVs, turf, and golf cart applications.
 

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SEGMENT SALES
 
Year ended December 31,
(Amounts in thousands)
2014
 
2013
 
2012
 
Net Sales
 
% of Total
Net Sales
 
Net Sales
 
% of Total
Net Sales
 
Net Sales
 
% of Total
Net Sales
Agricultural
$
1,016,882

 
54
%
 
$
1,182,187

 
55
%
 
$
1,080,412

 
59
%
Earthmoving/construction
610,596

 
32
%
 
749,115

 
34
%
 
501,617

 
28
%
Consumer
268,049

 
14
%
 
232,293

 
11
%
 
238,649

 
13
%
 
$
1,895,527

 
 

 
$
2,163,595

 
 

 
$
1,820,678

 
 


MARKET CONDITIONS OUTLOOK
In 2014, Titan experienced lower sales than 2013. The lower sales levels were primarily the result of decreased demand for high horsepower equipment used in the agricultural market, and decreased demand in the earthmoving/construction segment primarily for products used in the mining industry. These decreases were partially offset by increased demand for products used in the construction industry. In addition, competitive pressures resulting in price erosion, negatively impacted both sales and margins.

OPERATIONS
Titan’s operations include manufacturing wheels, manufacturing tires, combining these wheels and tires into assemblies, and manufacturing undercarriage systems and components for use in the agricultural, earthmoving/construction and consumer markets.  These operations entail many manufacturing processes in order to complete the finished products.

Wheel Manufacturing Process
Most agricultural wheels are produced using a rim and a center disc.  A rim is produced by first cutting large steel sheets to required width and length specifications.  These steel sections are rolled and welded to form a circular rim, which is flared and formed in the rollform operation.  The majority of discs are manufactured using presses that both blank and form the center to specifications in multiple stage operations.  The Company e-coats wheels using a multi-step process prior to the final paint top coating.
 
Large earthmoving/construction steel wheels are manufactured from hot and cold-rolled steel sections.  Hot-rolled sections are generally used to increase cross section thickness in high stress areas of large diameter wheels.  A special cold forming process for certain wheels is used to increase cross section thickness while reducing the number of wheel components.  Rims are built from a series of hoops that are welded together to form a rim base.  The complete rim base is made from either three or five separate parts that lock together after the rubber tire has been fitted to the wheel and inflated.
 
For most wheels in our consumer segment, the Company manufactures rims and center discs from steel sheets.  Rims are rolled and welded, and discs are stamped and formed from the sheets.  The manufacturing process then entails welding the rims to the centers and painting the assembled product.

Tire Manufacturing Process
The first stage in tire production is the mixing of rubber, carbon black and chemicals to form various rubber compounds.  These rubber compounds are then extruded and processed with textile or steel materials to make specific components.  These components – beads (wire bundles that anchor the tire with the wheel), plies (layers of fabric that give the tire strength), belts (fabric or steel fabric wrapped under the tread in some tires), tread and sidewall – are then assembled into an uncured tire carcass.  The uncured carcass is placed into a press that molds and vulcanizes the carcass under set time, temperature and pressure into a finished tire.

Wheel and Tire Assemblies
The Company’s position as a manufacturer of both wheels and tires allows Titan to mount and deliver one of the largest selections of off-highway assemblies in North America. Titan offers this value-added service of one-stop shopping for wheel and tire assemblies for the agricultural, earthmoving/construction and consumer segments.  Both standard and LSW assemblies are delivered as a single, complete unit based on each customer’s unique requirements.

Undercarriage Manufacturing Process
The undercarriage components (track groups, track and carrier rollers, idler assemblies and sprockets) are all manufactured from steel and produced according to specifications.


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All of the track groups produced by the Company are built from four major parts: shoes, right and left hand links, pins and bushings. Shoes are manufactured from steel cast in the Company foundry or obtained from different shapes of hot rolled profiles (depending on application), sheared to length, and then heat treated for high wear bending and breaking resistance. Right and left hand links are hot forged, trimmed, mass heat treated, machined and finally induction hardened on rail surface for optimal wear and fatigue resistance. Pins are made from round bars that are cut, machined, heat treated and surface finished. Bushings are generally cold extruded, machined, mass heat treated, and finally carburized or induction hardened for wear resistance and optimal toughness.

The lifetime lubricated and maintenance free track and carrier rollers are assembled with two major components: single or double flange roller shells (typically hot forged in halves, deep hardened, friction or arc welded and finish machined with metallurgical characteristics depending upon size and application) and shafts (generally cut from bars or forged, mass heat treated, rough machined, induction hardened and ground).

The idler assemblies are also lifetime lubricated, for virtually no maintenance. They are offered with cast (single web or hollow design) or fabricated shells, depending on size and application, and feature induction hardened tread surfaces for optimal wear resistance.

The sprockets, designed to transfer the machine driving loads from the final drive to the track, are produced cast or forged in several geometric options, depending upon size and application. They are also heat treated for wear resistance and cracking resistance.

The undercarriage systems, custom designed and produced by the Company, consist of a structured steel fabricated frame, all the undercarriage components mentioned above (track groups, track and carrier rollers, sprockets and idler assemblies) and a final drive. They are completely assembled in house, for consistent quality.

Quality Control
The Company is ISO certified at all five main domestic manufacturing facilities located in Bryan, Ohio; Des Moines, Iowa; Freeport, Illinois; Quincy, Illinois; and Saltville, Virginia, and at the majority of the foreign manufacturing facilities, as well.  The ISO series is a set of related and internationally recognized standards of management and quality assurance.  The standards specify guidelines for establishing, documenting and maintaining a system to ensure quality.  The ISO certifications are a testament to Titan’s dedication to providing quality products for its customers.

RAW MATERIALS
Steel and rubber are the primary raw materials used by the Company in all segments.  To ensure a consistent steel supply, Titan purchases raw steel from key steel mills and maintains relationships with steel processors for steel preparation.  The Company is not dependent on any single producer for its steel supply.  Rubber and other raw materials for tire manufacture represent some of the Company’s largest commodity expenses.  Titan buys rubber in markets where there are usually several sources of supply.  In addition to the development of key domestic suppliers, the Company’s strategic procurement plan includes international steel and rubber suppliers to assure competitive price and quality in the global marketplace.  As is customary in the industry, the Company does not have long-term contracts for the purchase of steel or rubber and, therefore, purchases are subject to price fluctuations. Titan has developed a procurement strategy and practice that will mitigate price risk and lower cost.

CAPITAL EXPENDITURES
Capital expenditures for 2014, 2013 and 2012 were $58.4 million, $80.1 million and $65.7 million, respectively.  The capital expenditures in each year were used primarily for updating manufacturing equipment and for further automation at the Company’s facilities.  Capital expenditures for 2015 are forecasted to be approximately $65 million.  These capital expenditures are anticipated to be used to primarily enhance the Company’s existing facilities and manufacturing capabilities, and drive productivity gains.

PATENTS, TRADEMARKS AND ROYALTIES
The Company owns various patents and trademarks and continues to apply for patent protection for new products.  Due to the difficult nature of predicting the interpretation of patent laws, the Company cannot anticipate or predict any material adverse effect on its operations, cash flows or financial condition as a result of associated liabilities created under such patent interpretations should the Company be unable to protect its patents or found to be infringing others' patents.


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The Company has a trademark license agreement with The Goodyear Tire & Rubber Company to manufacture and sell certain tires in North America and Latin America under the Goodyear name. The North American and Latin American farm tire royalties were prepaid through March 2018 as a part of the 2011 Goodyear Latin American farm tire acquisition. In May 2012, the Company and Goodyear entered into an agreement under which Titan will sell certain non-farm tire products directly to third party customers and pay a royalty to Goodyear.

MARKETING AND DISTRIBUTION
The Company employs an internal sales force and utilizes several manufacturing representative firms for sales in North America, Europe, Latin America, the CIS region, and other worldwide locations.  Sales representatives are primarily organized within geographic regions.

Titan distributes wheels, tires, assemblies, and undercarriage systems directly to OEMs. The distribution of aftermarket tires occurs primarily through a network of independent and OEM-affiliated dealers.  The Company distributes wheels, tires, wheel and tire assemblies, and undercarriage systems directly to OEMs and aftermarket customers through its distribution network consisting of facilities worldwide.

SEASONALITY
Agricultural equipment sales are seasonal by nature.  Farmers generally order equipment to be delivered before the growing season.  Shipments to OEMs in the U.S. and Europe usually peak during the Company’s first and second quarters for the spring planting period, while shipments in Latin America usually peak during the Company's second and third quarter for the fall planting period.  Earthmoving/construction and consumer segments also historically tend to experience higher demand in the first and second quarters.  These segments are affected by mining, building and economic conditions.

RESEARCH, DEVELOPMENT AND ENGINEERING
The Company’s research, development and engineering staff tests original designs and technologies and develops new manufacturing methods to improve product performance.  These services enhance the Company’s relationships with its customers. Titan's unique advantage as both a wheel and tire manufacturer allow the Company to design, test, and bring to market innovative solutions to meet the specific needs of its customers. Titan has also developed a Low Sidewall (LSW) tire technology, featuring a larger rim diameter and a smaller sidewall than standard tires, which helps reduce power hop, road lope, soil compaction, and provides improved safety and performance. Research and development (R&D) expenses are expensed as incurred.  R&D costs were $14.0 million, $11.2 million and $7.1 million for the years ending December 31, 2014, 2013 and 2012, respectively.

CUSTOMERS
Titan’s 10 largest customers accounted for 41% of net sales for both of the years ended December 31, 2014, and December 31, 2013, respectively.  Net sales to Deere & Company in Titan’s agricultural, earthmoving/construction and consumer segments combined represented 12% and 13% of the Company’s consolidated revenues for the years ended December 31, 2014 and 2013, respectively.  No other customer accounted for more than 10% of the Company’s net sales in 2014 or 2013.  Management believes the Company is not totally dependent on any single customer; however, certain products are dependent on a few customers.  While the loss of any substantial customer could impact Titan’s business, the Company believes that its diverse product mix and customer base may minimize a longer-term impact caused by any such loss.

ORDER BACKLOG
As of January 31, 2015, Titan estimates $371 million in firm orders compared to $514 million at January 31, 2014, for the Company’s operations.  Orders are considered firm if the customer would be obligated to accept the product if manufactured and delivered pursuant to the terms of such orders.  The January 31, 2015 firm order amount included $160 million in the agricultural segment, $189 million in the earthmoving/construction segment, and $22 million in the consumer segment. The January 31, 2014 firm order amount included $238 million in the agricultural segment, $257 million in the earthmoving/construction segment, and $19 million in the consumer segment. The Company believes that the current order backlog will be filled during the current year. The Company's backlog of orders is not considered material to, or a significant factor in, evaluating and understanding any of its business segments or its businesses considered as a whole.

INTERNATIONAL OPERATIONS
In April of 2011, the Company closed on the acquisition of The Goodyear Tire & Rubber Company's Latin American farm tire business. As a result of this transaction, the Company operates a manufacturing facility in Sao Paulo, Brazil. The Latin American operations recorded 16% of the Company's sales for both of the years ended December 31, 2014 and 2013, respectively.


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In October of 2012, the Company closed on the acquisition of Titan Europe and, as a result, expanded its global footprint. The Titan Europe operations accounted for 27% of the Company's sales for both of the years ended December 31, 2014 and 2013, respectively.

In October 2013, the Company closed on the acquisition of Voltyre-Prom. As a result of this transaction, the Company operates a manufacturing facility in Volgograd, Russia, expanding its presence to the CIS region. The Voltyre-Prom operations accounted for 5% and 1% of the Company's sales for the years ended December 31, 2014 and 2013, respectively.

EMPLOYEES
At December 31, 2014, the Company employed approximately 6,500 people worldwide, including approximately 4,200 located outside the United States.

In March 2013, the employees covered by their respective collective bargaining agreements at the Company's Bryan, Ohio: Freeport, Illinois: and Des Moines, Iowa facilities, which account for approximately 41% of the Company’s U.S. employees, voted to accept a new four year contract.

Outside the United States, the Company enters into employment contracts and agreements in those countries in which such relationships are mandatory or customary. The provisions of these agreements correspond in each case with the required or customary terms in the subject jurisdiction.

ENVIRONMENTAL LAWS AND REGULATIONS
In the ordinary course of business, like other industrial companies, Titan is subject to extensive and evolving federal, state and local environmental laws and regulations, and has made provisions for the estimated financial impact of environmental cleanup.  The Company’s policy is to accrue environmental cleanup related costs of a non-capital nature when those costs are believed to be probable and can be reasonably estimated.  Expenditures that extend the life of the related property, or mitigate or prevent future environmental contamination, are capitalized. The Company does not currently anticipate any material capital expenditures for environmental control facilities.  The quantification of environmental exposures requires an assessment of many factors, including changing laws and regulations, advances in environmental technologies, the quality of information available related to specific sites, the assessment stage of the site investigation, preliminary findings and the length of time involved in remediation or settlement.  Due to the difficult nature of predicting future environmental costs, the Company cannot anticipate or predict the material adverse effect on its operations, cash flows or financial condition as a result of efforts to comply with, or its liabilities under, environmental laws.

COMPETITION
The Company competes with several domestic and international companies, some of which are larger and have greater financial and marketing resources than Titan.  The Company believes it is a primary source of steel wheels and rims to the majority of its North American customers.  Major competitors in the off-highway wheel market include GKN Wheels, Ltd., Trelleborg Group, and Topy Industries, Ltd.  Significant competitors in the off-highway tire market include Alliance Tire Company Ltd., Balkrishna Industries Limited (BKT), Bridgestone/Firestone, Michelin, Mitas a.s., and Pirelli. Significant competitors in the undercarriage market include Berco and Caterpillar.

The Company competes primarily on the basis of price, quality, customer service, design capability and delivery time.  The Company’s ability to compete with international competitors may be adversely affected by currency fluctuations.  Titan owns the molds and dies used to produce its wheels and tires. However, certain of the Company’s OEM customers could elect to manufacture the Company’s products to meet their requirements or to otherwise compete with the Company.  There can be no assurance that the Company will not be adversely affected by increased competition in the markets in which it operates, or that competitors will not develop products that are more effective, less expensive or otherwise render certain of Titan’s products less competitive.  From time to time, certain of the Company’s competitors have reduced their prices in particular product categories, which has prompted Titan to reduce prices as well.  There can be no assurance that competitors of the Company will not further reduce prices in the future or that any such reductions would not have a material adverse effect on the Company.


9



PURCHASE OF VOLTYRE- PROM
On October 4, 2013, Titan in partnership with One Equity Partners (OEP) and the Russian Direct Investment Fund (RDIF)closed the acquisition of an 85% interest in Voltyre-Prom, a leading producer of agricultural and industrial tires in Volgograd, Russia, for approximately $94.1 million, which includes the assumption of debt. Titan is acting as operating partner with responsibility for Voltyre-Prom's daily operations on behalf of the consortium of which Titan holds a 30% interest. The fair value of the consideration transferred and noncontrolling interests exceeded the fair value of the identified assets acquired less liabilities assumed. Therefore, goodwill of $21.0 million was recorded on the transaction at the time of acquisition. In the fourth quarter of 2014, the Company recorded a noncash goodwill impairment charge of $15.6 million for Voltyre-Prom which removed all goodwill related to this acquisition. The difference from the amount originally recorded was due to foreign currency translation. An initial noncontrolling interest of $14.5 million, representing the 15% not owned by the partnership, was recorded at the acquisition date. In the first half of 2014, the partnership of Titan, OEP, and RDIF purchased an additional 15% to bring total Voltyre-Prom ownership to 100% for the partnership.

NEW YORK STOCK EXCHANGE CERTIFICATION
The Company submitted to the New York Stock Exchange during fiscal 2014 the Annual CEO Certification required by Section 303A.12(a) of the New York Stock Exchange Listed Company Manual.

AVAILABLE INFORMATION
The Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports are made available, without charge, through the Company’s website located at www.titan-intl.com as soon as reasonably practicable after they are filed with the Securities and Exchange Commission (SEC).  The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.  The following documents are also posted on the Company’s website:
 
Corporate Governance Policy
Business Conduct Policy
Audit Committee Charter
Compensation Committee Charter
Nominating/Corporate Governance Committee Charter
 
Printed copies of these documents are available, without charge, by writing to:  Titan International, Inc.,
c/o Corporate Secretary, 2701 Spruce Street, Quincy, IL 62301.

10




ITEM 1A – RISK FACTORS

The Company is subject to various risks and uncertainties relating to or arising out of the nature of its business and general business, economic, financing, legal and other factors or conditions that may affect the Company. Realization of any of the following risks could have a material adverse effect on Titan’s business, financial condition, cash flows and results of operations.

The Company is exposed to price fluctuations of key commodities.
The Company does not generally enter into long-term commodity contracts and does not use derivative commodity instruments to hedge exposures to commodity market price fluctuations.  Therefore, the Company is exposed to price fluctuations of key commodities, which consist primarily of steel and rubber.  Although the Company attempts to pass on certain material price increases to its customers, there is no assurance that the Company will be able to do so in the future.  Any increase in the price of steel and rubber that is not passed on to customers could have an adverse material effect on Titan’s results of operations.
 
The Company relies on a limited number of suppliers.
The Company currently relies on a limited number of suppliers for certain key commodities, which consist primarily of steel and rubber, in the manufacturing of Titan products.  The loss of key suppliers or their inability to meet price, quality, quantity and delivery requirements could have a significant adverse impact on the Company’s results of operations.

The Company’s revolving credit facility and other debt obligations contain covenants.
The Company’s revolving credit facility and other debt obligations contain covenants and restrictions.  These covenants and restrictions could limit Titan’s ability to respond to market conditions, to provide for unanticipated capital investments, to raise additional debt or equity capital, to pay dividends or to take advantage of business opportunities, including future acquisitions.  The failure to meet these items could result in the Company ultimately being in default.  Titan’s ability to comply with the covenants may be affected by events beyond its control, including prevailing economic, financial and industry conditions.
 
The Company operates in cyclical industries and is subject to numerous changes in the economy.
The Company's sales are substantially dependent on three major industries: agricultural equipment, earthmoving/construction equipment and consumer products.  The business activity levels in these industries are subject to specific industry and general economic cycles.  Any downturn in these industries or the general economy could have an adverse material effect on Titan’s business.
 
The agricultural equipment industry is affected by crop prices, farm income and farmland values, weather, export markets and government policies. The earthmoving/construction industry is affected by the levels of government and private construction spending and replacement demand. The mining industry, which is within the earthmoving/construction industry, is affected by raw material commodity prices. The consumer products industry is affected by consumer disposable income, weather, competitive pricing, energy prices and consumer attitudes. In addition, the performance of these industries is sensitive to interest rate and foreign exchange rate changes and varies with the overall level of economic activity.
 
The Company’s customer base is relatively concentrated.
The Company’s ten largest customers, which are primarily original equipment manufacturers (OEMs), accounted for 41% of Titan’s net sales for 2014.  Net sales to Deere & Company represented 12% of total 2014 net sales.  No other customer accounted for more than 10% of net sales in 2014.  As a result, Titan’s business could be adversely affected if one of its larger customers reduces its purchases from Titan due to work stoppages or slow-downs, financial difficulties, as a result of termination provisions, competitive pricing or other reasons.  There is also continuing pressure from the OEMs to reduce costs, including the cost of products and services purchased from outside suppliers such as Titan.  The Company has had long-term relationships with major customers and expects to continue these relationships.  There can be no assurance that Titan will be able to maintain such ongoing relationships.  Any failure to maintain the Company’s relationship with a leading customer could have an adverse effect on results of operations.
 
The Company’s revenues are seasonal in nature due to Titan’s dependence on seasonal industries.
The agricultural, earthmoving/construction and recreational industries are seasonal, with typically lower sales during the second half of the year.  This seasonality in demand has resulted in fluctuations in the Company’s revenues and operating results.  Because much of Titan’s overhead expenses are fixed, seasonal trends can cause reductions in quarterly profit margins and financial condition, especially during slower periods.

11



 
The Company may be adversely affected by changes in government regulations and policies.
Domestic and foreign political developments and government regulations and policies directly affect the agricultural, earthmoving/construction and consumer products industries in the United States and abroad. Regulations and policies in the agricultural industry include those encouraging farm acreage reduction in the United States and granting ethanol subsidies. Regulations and policies relating to the earthmoving/construction industry include the construction of roads, bridges and other items of infrastructure. The modification of existing laws, regulations or policies or the adoption of new laws, regulations or policies could have an adverse effect on any one or more of these industries and therefore on Titan’s business.
 
The Company is subject to corporate governance requirements, and costs related to compliance with, or failure to comply with, existing and future requirements could adversely affect Titan’s business.
The Company is subject to corporate governance requirements under the Sarbanes-Oxley Act of 2002, as well as new rules and regulations subsequently adopted by the Securities and Exchange Commission (SEC), the Public Company Accounting Oversight Board (PCAOB) and the New York Stock Exchange (NYSE). These laws, rules and regulations continue to evolve and may become increasingly restrictive in the future. Failure to comply with these laws, rules and regulations may have an adverse material effect on Titan’s reputation, financial condition and the value of the Company’s securities.
 
The Company faces substantial competition from domestic and international companies.
The Company competes with several domestic and international competitors, some of which are larger and have greater financial and marketing resources than Titan.  Titan competes primarily on the basis of price, quality, customer service, design capability and delivery time.  The Company’s ability to compete with international competitors may be adversely affected by currency fluctuations.  In addition, certain OEM customers could elect to manufacture certain products to meet their own requirements or to otherwise compete with Titan.

There can be no assurance that Titan’s businesses will not be adversely affected by increased competition in the Company’s markets or that competitors will not develop products that are more effective or less expensive than Titan products or which could render certain products less competitive.  From time to time certain competitors have reduced prices in particular product categories, which has caused Titan to reduce prices. There can be no assurance that in the future Titan’s competitors will not further reduce prices or that any such reductions would not have a material adverse effect on Titan’s business.

The Company could be negatively impacted if Titan fails to maintain satisfactory labor relations.
The Company is party to collective bargaining agreements. Upon the expiration of any of the collective bargaining agreements, however, Titan may be unable to negotiate new collective bargaining agreements on terms that are cost effective to the Company.  The business operations may be affected as a result of labor disputes or difficulties and delays in the process of renegotiating collective bargaining agreements.

Unfavorable outcomes of legal proceedings could adversely affect results of operations.
The Company is a party to routine legal proceedings arising out of the normal course of business.  Although it is not possible to predict with certainty the outcome of these unresolved legal actions or the range of possible loss, the Company believes at this time that none of these actions, individually or in the aggregate, will have a material adverse effect on the consolidated financial condition, results of operations or cash flows of the Company.  However, due to the difficult nature of predicting unresolved and future legal claims, the Company cannot anticipate or predict any material adverse effect on its consolidated financial condition, results of operations or cash flows as a result of efforts to comply with or its liabilities pertaining to legal judgments.
 

12




Acquisitions may require significant resources and/or result in significant losses, costs or liabilities.
Any future acquisitions will depend on the ability to identify suitable acquisition candidates, to negotiate acceptable terms for their acquisition and to finance those acquisitions.  Titan will also face competition for suitable acquisition candidates that may increase costs.  In addition, acquisitions require significant managerial attention, which may be diverted from current operations.  Furthermore, acquisitions of businesses or facilities entail a number of additional risks, including:
 
-   problems with effective integration of operations;
 
-   the inability to maintain key pre-acquisition customer, supplier and employee relationships;
 
-   the potential that expected benefits or synergies are not realized and operating costs increase; and
 
-   exposure to unanticipated liabilities.

International acquisitions may be more complex and time consuming. Also, international acquisitions may include a number of additional risks including the integration of acquisitions operating under differing laws and regulations.
 
Subject to the terms of indebtedness, the Company may finance future acquisitions with cash from operations, additional indebtedness and/or by issuing additional equity securities.  These commitments may impair the operation of Titan’s businesses.  In addition, the Company could face financial risks associated with incurring additional indebtedness such as reducing liquidity and access to financing markets and increasing the amount of cash flow required to service such indebtedness.

The Company has international operations and purchases raw material from foreign suppliers.
The Company had total aggregate sales outside the United States of approximately $1,028.0 million, $1,089.9 million and $635.2 million, for the years ended December 31, 2014, 2013 and 2012, respectively. Sales outside the United States have grown substantially as Titan has acquired foreign subsidiaries and sales from these international operations are expected to continue to represent a significant portion of sales.
 
International Operations and Sales – International operations and sales are subject to a number of special risks, including but not limited to risks with respect to currency exchange rates, economic and political destabilization, other disruption of markets and restrictive actions by foreign governments (such as restrictions on transfer of funds, export duties and quotas and foreign customs).  Other risks include changes in foreign laws regarding trade and investment; difficulties in obtaining distribution and support; nationalization; reforms of United States laws and policies affecting trade, foreign investment and loans; and foreign tax laws.  There may also be restrictions on the Company's ability to repatriate earnings and investments from international operations. There can be no assurance that one, or a combination of these factors will not have a material adverse effect on the Company’s ability to increase or maintain its foreign sales.
 
Foreign Suppliers – The Company purchases raw materials from foreign suppliers.  The production costs, profit margins and competitive position of the Company are affected by the strength of the currencies in countries where Titan purchases goods, relative to the strength of the currencies in countries where the products are sold.  The Company’s results of operations, cash flows and financial position may be affected by fluctuations in foreign currencies.

The Company is subject to anti-corruption laws and regulations.
The Company has international operations and must comply with anti-corruption laws and regulations including the U.S. Foreign Corrupt Practices Act (FCPA). These anti-bribery laws generally prohibit companies and their intermediaries from making improper payments or providing anything of value for the purpose of obtaining or retaining business. The FCPA prohibits these payments regardless of local customs and practices. Although Titan has a compliance program in place to reduce the potential violations of corruption laws, violations of these laws could adversely affect the Company's business.
 

13



The Company may be subject to product liability and warranty claims.
The Company warrants its products to be free of certain defects and accordingly may be subject in the ordinary course of business to product liability or product warranty claims.  Losses may result or be alleged to result from defects in Titan products, which could subject the Company to claims for damages, including consequential damages.  There can be no assurance that Company insurance will be adequate for liabilities actually incurred or that adequate insurance will be available on terms acceptable to the Company. Any claims relating to defective products that result in liability exceeding Titan’s insurance coverage could have a material adverse effect on financial condition and results of operations. Further, claims of defects could result in negative publicity against Titan, which could adversely affect the Company’s business.
 
The Company has incurred, and may incur in the future, net losses.
The Company reported net loss of $(152.2) million for the year ended December 31, 2014, and may incur net losses in the future. Although the Company reported net income for the years ended December 31, 2012 and 2013 and the Company expects to generate future profitability, there is no guarantee the Company will be profitable in the future.

The Company may be adversely affected by a disruption in, or failure of, information technology systems.
The Company relies upon information technology systems, some of which are managed by third parties, to process, transmit and store electronic information. Technology systems are used in a variety of business processes and activities, including purchasing, manufacturing, distribution, invoicing and financial reporting. The Company utilizes security measures and business continuity plans to prevent, detect and remediate damage from computer viruses, natural disasters, unauthorized access, utility failures and other similar disruptions. Despite these measures, a security breach or information technology system failure may disrupt and adversely affect the Company's operations.

The Company is subject to risks associated with climate change and climate change regulations.
Governmental regulatory bodies in the United States and other countries have, or are, contemplating introducing regulatory changes in response to the potential impacts of climate change.  Laws and regulations regarding climate change and energy usage may impact the Company directly through higher costs for energy and raw materials.  The Company’s customers may also be affected by climate change regulations that may impact future purchases.  Physical climate change may potentially have a large impact on the Company’s two largest industry segments, agriculture and earthmoving/construction.  The potential impacts of climate change and climate change regulations are highly uncertain at this time, and the Company cannot anticipate or predict the material adverse effect on its consolidated financial condition, results of operations or cash flows as a result of climate change and climate change regulations.
 
The Company is subject to risks associated with environmental laws and regulations.
The Company’s operations are subject to federal, state, local and foreign laws and regulations governing, among other things, emissions to air, discharge to waters and the generation, handling, storage, transportation, treatment and disposal of waste and other materials.  The Company’s operations entail risks in these areas, and there can be no assurance that Titan will not incur material costs or liabilities.  In addition, potentially significant expenditures could be required in order to comply with evolving environmental and health and safety laws, regulations or requirements that may be adopted or imposed in the future.

The Company may incur additional tax expense or tax exposure.
The Company is subject to income taxes in the United States and numerous foreign jurisdictions, and has domestic and international tax liabilities which are dependent upon the distribution of income among these different jurisdictions. Titan's income tax provision and cash tax liability in the future could be adversely affected by numerous factors, including income before taxes being lower than anticipated in countries with lower statutory tax rates and higher than anticipated in countries with higher statutory tax rates, changes in the valuation of deferred tax assets and liabilities and changes in tax laws and regulations. 

The Company is subject to foreign currency translation risk.
The Company continues to expand globally and now operates in many worldwide locations and transacts business in many foreign currencies. Titan's financial statements are reported in U.S. dollars with financial statements of international subsidiaries being initially recorded in foreign currencies and translated into U.S. dollars. Large fluctuations in currency exchange rates between the U.S. dollar and other world currencies may materially adversely affect the Company's financial condition, results of operations and liquidity.  

14




The Company is subject to risks associated with uncertainties related to social, political and economic conditions in Russia.
Geopolitical and economic uncertainties relating to Russia has had and could continue to have a negative impact on the Company's sales and results of operations at the recently acquired Voltyre-Prom business.


ITEM 1B – UNRESOLVED STAFF COMMENTS

None.
 

ITEM 2 – PROPERTIES

The Company’s properties with total square footage above 1 million are detailed by the location, size and focus of each facility as provided in the table below:
 
 
Approximate square footage
 
 
 
 
Location
 
Owned
 
Leased
 
Use
 
Segment
Union City, Tennessee
 
2,149,000

 
 
 
Manufacturing, distribution
 
All segments
Des Moines, Iowa
 
2,047,000

 
 
 
Manufacturing, distribution
 
All segments
Sao Paulo, Brazil
 
1,282,000

 
 
 
Manufacturing, distribution
 
All segments
Quincy, Illinois
 
1,209,000

 
 
 
Manufacturing, distribution
 
All segments
Freeport, Illinois
 
1,202,000

 
 
 
Manufacturing, distribution
 
All segments
Natchez, Mississippi
 
 

 
1,203,000

 
Storage
 
See note (a)

(a)
The Natchez facility is currently being used for storage.  The Company’s facility in Natchez, Mississippi is not in operation.


The Company’s total properties by continent are detailed by the location, size and focus as provided in the table below:
 
 
Approximate square footage
 
 
 
 
Location
 
Owned
 
Leased
 
Use
 
Segment
North America
 
8,660,000

 
1,639,000

 
Manufacturing, distribution
 
All segments
South America
 
1,434,000

 
23,000

 
Manufacturing, distribution
 
All segments
Europe
 
1,487,000

 
54,000

 
Manufacturing, distribution
 
All segments
Australia
 
 
 
526,000

 
Manufacturing, distribution
 
All segments
Asia
 
646,000

 
137,000

 
Manufacturing, distribution
 
All segments
Africa
 
 
 
11,000

 
Manufacturing, distribution
 
All segments

The Company considers each of its facilities to be in good condition and adequate for present use.  Management believes that the Company has sufficient capacity to meet current market demand with the active facilities.  The Company has no current plans to restart manufacturing at the storage facility described in note (a) above.

 

15



ITEM 3 – LEGAL PROCEEDINGS

The Company is a party to routine legal proceedings arising out of the normal course of business.  Although it is not possible to predict with certainty the outcome of these unresolved legal actions or the range of possible loss, the Company believes at this time that none of these actions, individually or in the aggregate, will have a material adverse effect on the consolidated financial condition, results of operations or cash flows of the Company.  However, due to the difficult nature of predicting unresolved and future legal claims, the Company cannot anticipate or predict the material adverse effect on its consolidated financial condition, results of operations or cash flows as a result of efforts to comply with or its liabilities pertaining to legal judgments.


ITEM 4 – MINE SAFETY DISCLOSURES

Not applicable.



16



PART II

ITEM 5
– MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company’s common stock is traded on the New York Stock Exchange (NYSE) under the symbol TWI.  On February 17, 2015, there were approximately 400 holders of record of Titan common stock and an estimated 16,500 beneficial stockholders.  The following table sets forth the high and low sales prices per share of common stock as reported on the NYSE, as well as information concerning per share dividends declared for the periods indicated. 
2014
 
High
 
Low
 
Dividends
Declared
First quarter
 
$
19.89

 
$
16.22

 
$
0.005

Second quarter
 
19.28

 
15.29

 
0.005

Third quarter
 
17.20

 
11.76

 
0.005

Fourth quarter
 
11.83

 
9.14

 
0.005

2013
 
 

 
 

 
 

First quarter
 
$
27.12

 
$
20.13

 
$
0.005

Second quarter
 
25.15

 
15.77

 
0.005

Third quarter
 
18.26

 
14.14

 
0.005

Fourth quarter
 
18.15

 
14.19

 
0.005


PERFORMANCE COMPARISON GRAPH
The performance graph compares cumulative total return for the Company’s common stockholders over the past five years against the cumulative total return of the Standard & Poor’s 600 Agricultural & Farm Machinery Index, and against the Standard & Poor’s 500 Stock Index.  The graph depicts the value on December 31, 2014, of a $100 investment made on December 31, 2009, in Company common stock and each of the other two indices, with all dividends reinvested.  Titan’s common stock is traded on the NYSE under the symbol TWI. 

 
Fiscal Year Ended December 31,
 
2009
 
2010
 
2011
 
2012
 
2013
 
2014
Titan International, Inc.
$
100.00

 
$
241.35

 
$
240.60

 
$
268.79

 
$
222.76

 
$
131.89

S&P 500 Index
100.00

 
115.06

 
117.49

 
136.30

 
180.44

 
205.14

S&P 600 Agricultural & Farm Machinery Index (a)
100.00

 
144.16

 
136.16

 
191.35

 
239.38

 
222.76

(a) The S&P 600 Agricultural & Farm Machinery index was created March 2014. The index data above reflects the old S&P 600 Construction & Farm Machinery & Heavy Trucks index from 12/31/09 - 2/28/14 and the new S&P 600 Agricultural & Farm Machinery index from 3/31/14 - forward.


17



ITEM 6 – SELECTED FINANCIAL DATA

The selected financial data presented below, as of and for the years ended December 31, 2014, 2013, 2012, 2011, and 2010, are derived from the Company’s consolidated financial statements, as audited by Grant Thornton LLP, an independent registered public accounting firm for the years ended December 31, 2014, 2013, and 2012, and PricewaterhouseCoopers LLP, an independent registered public accounting firm for the years ended December 31, 2011, and 2010, and should be read in conjunction with the Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations and our audited consolidated financial statements and notes thereto.

(All amounts in thousands, except per share data)
 
Year Ended December 31,
 
2014
 
2013
 
2012
 
2011
 
2010
Net sales
$
1,895,527

 
$
2,163,595

 
$
1,820,678

 
$
1,486,998

 
$
881,591

Mining asset impairment and inventory writedown
39,932

 

 

 

 

Gross profit
140,643

 
295,190

 
294,139

 
232,108

 
104,090

Noncash goodwill impairment charge
36,571

 

 

 

 

Supply agreement termination income

 

 
(26,134
)
 

 

Income (loss) from operations
(97,625
)
 
102,395

 
174,708

 
132,173

 
30,945

Gain (loss) on senior note repurchase

 
(22,734
)
 

 

 
(14,573
)
Noncash Titan Europe gain

 

 
26,700

 

 

Gain on earthquake insurance recovery

 
22,451

 

 

 

Income (loss) before income taxes
(152,244
)
 
54,734

 
192,251

 
95,895

 
(9,190
)
Net income (loss)
(130,425
)
 
29,687

 
105,638

 
58,136

 
(5,926
)
Net loss attributable to noncontrolling interests
(49,964
)
 
(5,518
)
 
(1,593
)
 
(16
)
 

Net income (loss) attributable to Titan
(80,461
)
 
35,205

 
107,231

 
58,152

 
(5,926
)
Net income (loss) per share – basic
(1.50
)
 
.66

 
2.47

 
1.40

 
(.17
)
Net income (loss) per share – diluted
(1.50
)
 
.64

 
2.05

 
1.18

 
(.17
)
Dividends declared per common share
0.02

 
0.02

 
0.02

 
0.02

 
0.02


(All amounts in thousands)
As of December 31,
 
2014
 
2013
 
2012
 
2011
 
2010
Working capital
$
534,374

 
$
621,307

 
$
529,043

 
$
388,827

 
$
388,997

Current assets
835,930

 
1,007,878

 
996,123

 
564,593

 
481,350

Total assets
1,495,724

 
1,821,231

 
1,710,235

 
1,010,286

 
780,880

Long-term debt (a)
496,503

 
497,694

 
441,438

 
317,881

 
373,564

Stockholders’ equity
590,058

 
798,036

 
632,362

 
396,879

 
272,031

(a)
Excludes amounts due within one year and classified as a current liability.

18




ITEM 7
– MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT’S DISCUSSION AND ANALYSIS
Management’s discussion and analysis of financial condition and results of operations (MD&A) is designed to provide a reader of these financial statements with a narrative from the perspective of the management of Titan International, Inc. (Titan or the Company) on Titan’s financial condition, results of operations, liquidity and other factors which may affect the Company’s future results.

FORWARD-LOOKING STATEMENTS
This Form 10-K contains forward-looking statements, including statements regarding, among other items:
Anticipated trends in the Company’s business
Future expenditures for capital projects
The Company’s ability to continue to control costs and maintain quality
Ability to meet conditions of loan agreements
The Company’s business strategies, including its intention to introduce new products
Expectations concerning the performance and success of the Company’s existing and new products
The Company’s intention to consider and pursue acquisition and divestiture opportunities
Readers of this Form 10-K should understand that these forward-looking statements are based on the Company’s expectations and are subject to a number of risks and uncertainties, including those in Item 1A, Part I of this report, “Risk Factors,” certain of which are beyond the Company’s control.

Actual results could differ materially from these forward-looking statements as a result of certain factors, including:
The effect of a recession on the Company and its customers and suppliers
Changes in the Company’s end-user markets as a result of world economic or regulatory influences
Changes in the marketplace, including new products and pricing changes by the Company’s competitors
Ability to maintain satisfactory labor relations
Unfavorable outcomes of legal proceedings
Availability and price of raw materials
Levels of operating efficiencies
Unfavorable product liability and warranty claims
Actions of domestic and foreign governments
Geopolitical and economic uncertainties relating to Russia could have a negative impact on the Company's sales and results of operations at the recently acquired Voltyre-Prom business
Results of investments
Fluctuations in currency translations
Climate change and related laws and regulations
Risks associated with environmental laws and regulations
Any changes in such factors could lead to significantly different results.  The Company cannot provide any assurance that the assumptions referred to in the forward-looking statements or otherwise are accurate or will prove to transpire.  Any assumptions that are inaccurate or do not prove to be correct could have a material adverse effect on the Company’s ability to achieve the results as indicated in forward-looking statements.  The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained in this document will in fact transpire.

19





OVERVIEW
Titan International, Inc. and its subsidiaries are leading manufacturers of wheels, tires, wheel and tire assemblies, and undercarriage systems and components for off-highway vehicles used in the agricultural, earthmoving/construction and consumer segments.  Titan manufactures both wheels and tires for the majority of these market applications, allowing the Company to provide the value-added service of delivering complete wheel and tire assemblies.  The Company offers a broad range of products that are manufactured in relatively short production runs to meet the specifications of original equipment manufacturers (OEMs) and/or the requirements of aftermarket customers.

The Company’s major OEM customers include large manufacturers of off-highway equipment such as AGCO Corporation, Caterpillar Inc., CNH Global N.V., Deere & Company and Kubota Corporation, in addition to many other off-highway equipment manufacturers.  The Company distributes products to OEMs, independent and OEM-affiliated dealers, and through a network of distribution facilities.

The following table provides highlights for the year ended December 31, 2014, compared to 2013 (amounts in thousands):
 
2014
 
2013
Net sales
$
1,895,527

 
$
2,163,595

Income (loss) from operations
(97,625
)
 
102,395

Net income (loss)
(130,425
)
 
29,687


The Company recorded sales of $1,895.5 million for 2014, which were 12% lower than the 2013 sales of $2,163.6 million. Sales decreased 10% as the result of price/mix reductions driven by decreased demand for high horsepower agricultural equipment, and decreased demand in the earthmoving/construction segment primarily for products used in the mining industry. These decreases were partially offset by increased demand for products used in the construction industry. In addition, competitive pressures resulting in price erosion, negatively impacted sales. Overall volume decreased 4%, and unfavorable currency translation decreased sales by 2%. The decrease in net sales was partially offset by the inclusion of the recently acquired Voltyre-Prom business which increased sales 4%.

The Company’s loss from operations was $97.6 million for 2014 compared to income of $102.4 million for 2013.  Titan’s net loss was $130.4 million for 2014 compared to net income of $29.7 million in 2013.  Diluted loss per share was $(1.50) in 2014, compared to diluted income per share of $0.64 in 2013.  Decreased demand for high horsepower agricultural equipment and products used in the mining industry negatively impacted gross profit. Generally, there are higher margins associated with these product categories. The lower market demand also drove competitive pressures resulting in price erosion that further deteriorated both sales and gross margins. Lost leverage and reduced productivity in the plants are also consequences of lower sales. Noncash charges totaling $76.5 million had a negative impact on income from operations. In the second quarter of 2014, the Company recorded an asset impairment of $23.2 million on machinery, equipment and molds used to produce giant mining tires. In addition, the Company recorded inventory writedowns of $16.7 million in 2014 to adjust the value of mining product inventory to estimated market value. In the fourth quarter of 2014, the Company recorded a noncash charge for the impairment of goodwill of $36.6 million.



20



MINING ASSET IMPAIRMENT AND INVENTORY WRITEDOWN
In 2014, the Company recorded an asset impairment and inventory writedowns of $23.2 million and $16.7 million, respectively. The impairment was recorded on machinery, equipment and molds used to produce giant mining tires. Mining products are included in the Company's earthmoving/construction segment. In the second quarter of 2014, several large mining equipment manufacturers significantly decreased their sales forecast for mining equipment. The Company's sales of mining product were deteriorating at an accelerated pace. Therefore, the company tested mining related assets for impairment in the second quarter of 2014. The fair value of the mining equipment was determined using a cost and market approach. The inventory writedowns were to adjust the value of mining product inventory to estimated market value.

PURCHASE OF VOLTYRE-PROM
On October 4, 2013, Titan in partnership with One Equity Partners (OEP) and the Russian Direct Investment Fund (RDIF)closed the acquisition of an 85% interest in Voltyre-Prom, a leading producer of agricultural and industrial tires in Volgograd, Russia, for approximately $94.1 million, which includes the assumption of debt. Titan is acting as operating partner with responsibility for Voltyre-Prom's daily operations on behalf of the consortium of which Titan holds a 30% interest. The fair value of the consideration transferred and noncontrolling interests exceeded the fair value of the identified assets acquired less liabilities assumed. Therefore, goodwill of $21.0 million was recorded on the transaction at the time of acquisition. In the fourth quarter of 2014, the Company recorded a noncash goodwill impairment charge of $15.6 million for Voltyre-Prom which removed all goodwill related to this acquisition. The difference from the amount originally recorded was due to foreign currency translation. An initial noncontrolling interest of $14.5 million, representing the 15% not owned by the partnership, was recorded at the acquisition date. In the first half of 2014, the partnership of Titan, OEP, and RDIF purchased an additional 15% to bring total Voltyre-Prom ownership to 100% for the partnership.

PURCHASE OF TITAN EUROPE
On October 31, 2012, Titan acquired over 97% of the outstanding stock of Titan Europe and in December 2012, the remaining 3% interest was acquired. Titan Europe is an international engineering group which designs and manufactures wheels, undercarriage components and assemblies for tracked and wheeled "off-road vehicles." Prior to the acquisition, Titan held a 21.8% ownership percentage in Titan Europe. Titan Europe shareholders received one share of new Titan common stock for every 11 Titan Europe shares held. A total of 6,257,051 new shares of Titan were issued with a value of $121.8 million. In addition, Titan paid cash of $5.6 million for option payouts and partial shares. Titan's previous investment in Titan Europe had a fair value on the acquisition date of $31.7 million. Total consideration including the value of stock issued, cash payments, and the fair value of previously held Titan Europe shares totaled $159.1 million. A gain of $26.7 million was recorded on Titan's previously held interest in Titan Europe which was recorded as Noncash Titan Europe gain in the consolidated statement of operations. This gain was previously recorded in other comprehensive income (loss).

SUPPLY AGREEMENT TERMINATION INCOME
The Company's April 2011 acquisition of Goodyear's farm tire business included a three year supply agreement with Goodyear for certain non-farm tire products. A liability was recorded as the supply agreement was for sales at below market prices. In May 2012, the Company and Goodyear terminated this supply agreement and entered into an agreement under which Titan will sell these products directly to third party customers and pay a royalty to Goodyear. The remaining balance of the supply agreement liability of $26.1 million was recorded as income as the Company is no longer obligated to sell the products at below market prices.



21



RESULTS OF OPERATIONS
The following table sets forth the Company’s statement of operations expressed as a percentage of net sales for the periods indicated.  This table and subsequent discussions should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto.

 
As a Percentage of Net Sales
Year ended December 31,
 
2014
 
2013
 
2012
Net sales
100.0
 %
 
100.0
 %
 
100.0
 %
Cost of sales
90.5

 
86.4

 
83.8

Mining asset impairment and inventory writedown
2.1

 

 

Gross profit
7.4

 
13.6

 
16.2

Selling, general and administrative expenses
9.2

 
7.7

 
6.9

Research and development
0.7

 
0.5

 
0.4

Royalty expense
0.7

 
0.7

 
0.7

Noncash goodwill impairment charge
1.9

 

 

Supply agreement termination income

 

 
(1.4
)
Income (loss) from operations
(5.1
)
 
4.7

 
9.6

Interest expense
(1.9
)
 
(2.2
)
 
(1.5
)
Convertible debt conversion charge

 
(0.3
)
 

Loss on senior note repurchase

 
(1.1
)
 

Noncash Titan Europe gain

 

 
1.5

Gain on earthquake insurance recovery

 
1.0

 

Gain on acquisition

 

 
0.6

Other income (expense)
(1.0
)
 
0.3

 
0.4

Income (loss) before income taxes
(8.0
)
 
2.4

 
10.6

Income tax provision (benefit)
(1.2
)
 
1.2

 
4.8

Net income (loss)
(6.8
)%
 
1.2
 %
 
5.8
 %
Net loss attributable to noncontrolling interests
(2.6
)
 
(0.3
)
 
(0.1
)
Net income (loss) attributable to Titan
(4.2
)%
 
1.5
 %
 
5.9
 %
 
In addition, the following table sets forth components of the Company’s net sales classified by segment for the years ended December 31, (amounts in thousands):

 
2014
 
2013
 
2012
Agricultural
$
1,016,882

 
$
1,182,187

 
$
1,080,412

Earthmoving/Construction
610,596

 
749,115

 
501,617

Consumer
268,049

 
232,293

 
238,649

Total
$
1,895,527

 
$
2,163,595

 
$
1,820,678

 
CRITICAL ACCOUNTING ESTIMATES
Preparation of the financial statements and related disclosures in compliance with accounting principles generally accepted in the United States of America requires the application of appropriate technical accounting rules and guidance, as well as the use of estimates.  The Company’s application of these policies involves assumptions that require difficult subjective judgments regarding many factors, which, in and of themselves, could materially impact the financial statements and disclosures.  A future change in the estimates, assumptions or judgments applied in determining the following matters, among others, could have a material impact on future financial statements and disclosures.


22



Asset and Business Acquisitions
The allocation of purchase price for asset and business acquisitions requires management estimates and judgment as to expectations for future cash flows of the acquired assets and business and the allocation of those cash flows to identifiable intangible assets in determining the estimated fair value for purchase price allocations. If the actual results differ from the estimates and judgments used in determining the purchase price allocations, impairment losses could occur. To aid in establishing the value of any intangible assets at the time of acquisition, the Company typically engages a professional appraisal firm.

Impairment of Goodwill
The carrying value of the Company's goodwill was $0.0 million at December 31, 2014, and $42.1 million at December 31, 2013. The Company reviews goodwill to assess recoverability from future operations during the fourth quarter of each annual reporting period, and whenever events and circumstances indicate that the carrying values may not be recoverable.  At the time of the review, the Company determines if it will first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in ASC 350.

When the two-step goodwill impairment test is performed, the Company evaluates the recoverability of goodwill by estimating the future reporting unit discounted cash flows.  In determining the estimated future cash flows, the Company considers current and projected future levels of income as well as business trends and economic conditions.  When the Company’s estimated fair value of the reporting unit is less than the carrying value, a second step of the impairment analysis is performed.  In this second step, the implied fair value of goodwill is calculated as the excess of the fair value of a reporting unit over the fair values assigned to its assets and liabilities.  If the implied fair value of goodwill is less than the carrying value of the reporting unit’s goodwill, the difference is recognized as an impairment loss.

In the fourth quarter of 2014, the recoverability of all goodwill was evaluated by estimating future discounted cash flows. The Company recorded a noncash charge for the impairment of goodwill in the amount of $36.6 million on both a pre-tax and after-tax basis. The charge included $11.4 million of earthmoving/construction goodwill related to the acquisition of Titan Australia; $9.6 million of agricultural goodwill related to the acquisition of the Latin America farm tire business; and $15.6 million of goodwill related to the acquisition of Voltyre-Prom. The Voltyre-Prom goodwill included $11.0 million in the agricultural segment, $2.6 million in the earthmoving/construction segment, and $2.0 million in the consumer segment.

The key factor leading to the impairment of the Australia goodwill was the continued downturn in the mining industry. During 2014, the price of iron ore declined over 40%. The extended downturn led to changes in assumptions regarding future cash flows which culminated in the goodwill impairment. The key factors leading to the impairment of the Voltyre-Prom goodwill were the changes in the political and economic factors which occurred in Russia during 2014. The changes including devaluation of the Russian ruble and increases in interest rates accelerated in the fourth quarter of 2014 which led to changes in assumptions regarding future cash flows which resulted in goodwill impairment. The key factors leading to the impairment of the Latin American goodwill were a softening of the agricultural tire market and the Brazilian economy as a whole. The slowdown which began in the third quarter accelerated in the fourth quarter. As a result of the slowdown there was competitive pricing pressure impacting both sales and profits. These changes led to changes in assumptions regarding future cash flows which resulted in goodwill impairment.
 
Inventories
Inventories are valued at the lower of cost or market.  At December 31, 2014, approximately 11% of the Company's inventories were valued under the last-in, first out (LIFO) method. The majority of steel material inventory in North America is accounted for under the LIFO method.  The remaining inventories were valued under the first-in, first out (FIFO) method or average cost method. Market value is estimated based on current selling prices.  Estimated provisions are established for slow-moving and obsolete inventory.
 
Income Taxes
Deferred income tax provisions are determined using the liability method whereby deferred tax assets and liabilities are recognized based upon temporary differences between the financial statement and income tax basis of assets and liabilities.  The Company assesses the realizability of its deferred tax asset positions and recognizes and measures uncertain tax positions in accordance with accounting standards for income taxes.
 

23



Retirement Benefit Obligations
Pension benefit obligations are based on various assumptions used by third-party actuaries in calculating these amounts.  These assumptions include discount rates, expected return on plan assets, mortality rates and other factors.  Revisions in assumptions and actual results that differ from the assumptions affect future expenses, cash funding requirements and obligations.  The Company has three frozen defined benefit pension plans in the United States and pension plans in several foreign countries.  Titan expects to contribute approximately $6 million to these frozen defined pension plans in 2015.  For more information concerning these costs and obligations, see the discussion of the “Pensions” and Note 29 to the Company’s financial statements.
 
The effect of hypothetical changes to selected assumptions on the Company’s frozen pension benefit obligations would be as follows (amounts in thousands):
 
 
 
December 31, 2014
 
2013
Assumptions
Percentage
Change
 
Increase
(Decrease)
PBO (a)
 
Increase
(Decrease)
Equity
 
Increase
(Decrease)
Expense
Pension
 
 
 
 
 
 
 
   Discount rate
+/-5
 
$(6,428)/$6,971
 
$6,428/$(6,971)
 
$(234)/$257
   Expected return on assets
+/-5
 
 
 
 
 
$(400)/$400
 
(a)
Projected benefit obligation (PBO) for pension plans.
 
Product Warranties
The Company provides limited warranties on workmanship on its products in all market segments. The majority of the Company's products have a limited warranty that ranges from zero to ten years, with certain products being prorated after the first year. The Company calculates a provision for warranty expense based on past warranty experience. Actual warranty experience may differ from historical experience. The Company's warranty accrual was $28.1 million at December 31, 2014, and $33.1 million at December 31, 2013.

24




FISCAL YEAR ENDED DECEMBER 31, 2014, COMPARED TO FISCAL YEAR ENDED DECEMBER 31, 2013

RESULTS OF OPERATIONS
 
Highlights for the year ended December 31, 2014, compared to 2013 (amounts in thousands):
 
2014
 
2013
 
% Decrease
Net sales
$
1,895,527

 
$
2,163,595

 
(12
)%
Cost of sales
1,714,952

 
1,868,405

 
(8
)%
Mining asset impairment and inventory writedown
39,932

 

 
n/a

Gross profit
140,643

 
295,190

 
(52
)%
Gross profit percentage
7.4
%
 
13.6
%
 
 


Net Sales
Net sales for the year ended December 31, 2014, were $1,895.5 million compared to $2,163.6 million for the year ended December 31, 2013, a decrease of 12%. Sales decreased 10% as the result of price/mix reductions driven by decreased demand for high horsepower agricultural equipment, and decreased demand in the earthmoving/construction segment primarily for products used in the mining industry. These decreases were partially offset by increased demand for products used in the construction industry. In addition, competitive pressures resulting in price erosion, negatively impacted sales. Overall volume decreased 4%, and unfavorable currency translation decreased sales by 2%. The decrease in net sales was partially offset by the inclusion of the recently acquired Voltyre-Prom business which increased sales 4%.

Cost of Sales, Mining Asset Impairment, Mining Inventory Writedown and Gross Profit
Cost of sales was $1,715.0 million for the year ended December 31, 2014, as compared to $1,868.4 million in 2013. Gross profit for the year 2014 was $140.6 million, or 7.4% of net sales, compared to $295.2 million, or 13.6% of net sales for 2013.  Decreased demand for high horsepower agricultural equipment and products used in the mining industry negatively impacted gross profit. Generally, there are higher margins associated with these product categories. The lower market demand also drove competitive pressures resulting in price erosion that further deteriorated both sales and gross margins. Lost leverage and reduced productivity in the plants are also consequences of lower sales. In the second quarter of 2014, the Company recorded an asset impairment of $23.2 million on machinery, equipment and molds used to produce giant mining tires. In addition, the Company recorded inventory writedowns of $16.7 million in 2014 to adjust the value of mining product inventory to estimated market value.

Selling, General and Administrative Expenses
Selling, general and administrative expenses were as follows (amounts in thousands):
 
2014
 
2013
 
% Increase
Selling, general and administrative
$
173,614

 
$
167,371

 
4
%
Percentage of net sales
9.2
%
 
7.7
%
 
 


Selling, general and administrative (SG&A) expenses were $173.6 million, or 9.2% of net sales, for the year ended December 31, 2014, as compared to $167.4 million, or 7.7% of net sales, for 2013.  The higher SG&A expenses were primarily the result of approximately $5 million of costs relating to the closing of a facility in Crespellano, Italy and approximately $3 million of SG&A expenses at recently acquired facilities, offset by a decrease in incentive compensation and a reduction of bad debt expense. The increase in SG&A as a percentage of sales was primarily the result of decreased sales levels.


25



Research and Development Expenses
Research and development expenses were as follows (amounts in thousands):
 
2014
 
2013
 
% Increase
Research and development
$
14,005

 
$
11,165

 
25
%
Percentage of net sales
0.7
%
 
0.5
%
 
 


Research and development (R&D) expenses were $14.0 million, or 0.7% of net sales, for the year ended December 31, 2014, as compared to $11.2 million, or 0.5% of net sales, for 2013. Increased R&D is primarily attributable to the investment in LSW as a cornerstone of the Company's strategy.

Royalty Expense
Royalty expense was as follows (amounts in thousands):
 
2014
 
2013
 
% Decrease
Royalty expense
$
14,078

 
$
14,259

 
(1
)%

The Company has a trademark license agreement with The Goodyear Tire & Rubber Company to manufacture and sell certain tires in North America and Latin America under the Goodyear name.  The North American and Latin American farm tire royalties were prepaid through March 2018 as a part of the 2011 Goodyear Latin American farm tire acquisition. In May 2012, the Company and Goodyear entered into an agreement under which Titan will sell certain non-farm tire products directly to third party customers and pay a royalty to Goodyear. Royalty expenses were $14.1 million for the year ended December 31, 2014, as compared to $14.3 million in 2013.   

Noncash Goodwill Impairment Charge
Noncash goodwill impairment charge was as follows (amounts in thousands):
 
2014
 
2013
 
% Increase
Noncash goodwill impairment charge
$
36,571

 
$

 
n/a

In the fourth quarter of 2014, the Company recorded a noncash charge for the impairment of goodwill of $36.6 million on both a pre-tax and after-tax basis. The charge included $11.4 million of earthmoving/construction goodwill related to the acquisition of Titan Australia; $9.6 million of agricultural goodwill related to the acquisition of the Latin America farm tire business; and $15.6 million of goodwill related to the acquisition of Voltyre-Prom. The Voltyre-Prom goodwill included $11.0 million in the agricultural segment, $2.6 million in the earthmoving/construction segment, and $2.0 million in the consumer segment.

The key factor leading to the impairment of the Australia goodwill was the continued downturn in the mining industry. During 2014, the price of iron ore declined over 40%. The extended downturn led to changes in assumptions regarding future cash flows which culminated in the goodwill impairment. The key factors leading to the impairment of the Voltyre-Prom goodwill were the changes in the political and economic factors which occurred in Russia during 2014. The changes including devaluation of the Russian ruble and increases in interest rates accelerated in the fourth quarter of 2014 which led to changes in assumptions regarding future cash flows which resulted in goodwill impairment. The key factors leading to the impairment of the Latin American goodwill were a softening of the agricultural tire market and the Brazilian economy as a whole. The slowdown which began in the third quarter accelerated in the fourth quarter. As a result of the slowdown there was competitive pricing pressure impacting both sales and profits. These changes led to changes in assumptions regarding future cash flows which resulted in goodwill impairment.

Income from Operations
Income from operations was as follows (amounts in thousands):
 
2014
 
2013
 
% Decrease
Income (loss) from operations
$
(97,625
)
 
$
102,395

 
n/a
Percentage of net sales
(5.1
)%
 
4.7
%
 
 

Loss from operations for the year ended December 31, 2014, was $(97.6) million, or (5.1)% of net sales, compared to income of $102.4 million, or 4.7% of net sales, in 2013.  This decrease was the net result of the items previously discussed.


26



Interest Expense
Interest expense was as follows (amounts in thousands):
 
2014
 
2013
 
% Decrease
Interest expense
$
36,564

 
$
47,120

 
(22
)%

Interest expense for the year 2014 was $36.6 million compared to $47.1 million in 2013.  The Company’s interest expense for 2014 decreased from the previous year primarily as a result of the repurchase of the 7.875% senior secured notes due October 2017 (senior secured notes due 2017) in the fourth quarter of 2013, and decreased debt balances at Titan Europe.

Convertible Debt Conversion Charge
Convertible debt conversion charge was as follows (amounts in thousands):
 
2014
 
2013
 
% Decrease
Convertible debt conversion charge
$

 
$
7,273

 
(100
)%
 
In the first quarter of 2013, the Company closed an Exchange Agreement with a note holder of the 5.625% convertible senior subordinated notes due January 2017 (convertible notes). The two parties privately negotiated an agreement to exchange approximately $52.7 million in aggregate principal amount of the convertible notes for approximately 4.9 million shares of the Company's common stock plus a cash payment totaling $14.2 million. In connection with this exchange, the Company recognized a charge of $7.3 million in accordance with accounting standards for debt conversion.

Loss on Senior Note Repurchase
Loss on senior note repurchase (amounts in thousands):
 
2014
 
2013
 
% Decrease
Loss on senior note repurchase
$

 
$
22,734

 
(100
)%
 
In the fourth quarter of 2013, Titan satisfied and discharged the indenture relating to the senior secured notes due 2017 by completing a tender offer settlement and redemption of all of its outstanding $525 million principal amount of the notes, including $325 million issued in 2013. In connection with this tender offer and redemption, the Company recorded expenses of $22.7 million. These expenses were related to early tender premium of $25.0 million, redemption premium of $8.1 million, unamortized deferred financing fees of $7.3 million, and other fees of $0.2 million, offset by unamortized premium on the notes of $(17.9) million.

Gain on Earthquake Insurance Recovery
Gain on earthquake insurance recovery (amounts in thousands):
 
2014
 
2013
 
% Decrease
Gain on earthquake insurance recovery
$

 
$
22,451

 
(100
)%
 
Titan Europe's wheel manufacturing facility in Finale Emilia, Italy experienced damage from an earthquake in May of 2012 prior to Titan's acquisition of Titan Europe.  The plant was closed for production during initial remedial work. This resulted in a limited transfer of production to other facilities within Titan Europe as well as sourcing product from facilities in the U.S. owned by Titan and competitors.  In the second quarter of 2013, Titan received a final insurance settlement payment of $38.7 million, which offset the earthquake insurance receivable and resulted in a gain of $22.5 million.

Other Income (Expense)
Other income (expense) was as follows (amounts in thousands):
 
2014
 
2013
 
% Decrease
Other income (expense)
$
(18,055
)
 
$
7,015

 
n/a

Other expense was $18.1 million for the year ended December 31, 2014, as compared to other income of $7.0 million in 2013.  The major items included in 2014 were:  (i) currency exchange loss of $31.7 million; (ii) gain on sale of assets of $3.4 million; (iii) interest income of $3.0 million; (iv) discount amortization on prepaid royalty of $2.7 million; (v) Wheels India Limited equity income of $2.1 million; and (vi) investment gain related to contractual obligation of $1.1 million.

27




The major items included in 2013 were:  (i) currency exchange loss of $4.9 million; (ii) discount amortization on prepaid royalty of $3.3 million; (iii) interest income of $3.4 million; (iv) Wheels India Limited equity income of $1.4 million; and (v) investment gain related to contractual obligation of $1.3 million.

Foreign currency gain (losses) in 2014 and 2013, primarily reflect the translation of intercompany loans at certain foreign subsidiaries denominated in currencies other than their functional currencies. Since such loans are expected to be settled in cash at some point in the future, these loans are adjusted each reporting period to reflect the current exchange rates. During 2014, the translation of these intercompany loan balances was significant due to the relative strength of the U.S. dollar in relation to the functional currencies of the loans.

The Company's investment in Wheels India Limited decreased from 41.7% to 34.2% during the first quarter of 2014 due to an equity offering by Wheels India Limited.

Provision (Benefit) for Income Taxes
Provision (benefit) for income taxes was as follows (amounts in thousands):
 
2014
 
2013
 
% Decrease
Provision (benefit) for income taxes
$
(21,819
)
 
$
25,047

 
n/a

The Company recorded benefit for income taxes of $(21.8) million in 2014, as compared to income tax expense of $25.0 million in 2013.   The Company's effective tax rate was 14% in 2014 and 46% in 2013. The Company's 2014 income tax expense and rate differs from the amount of income tax determined by applying the U.S. Federal income tax rate to pre-tax income primarily as a result of non-deductible goodwill impairment recorded in 2014 and the increase in the valuation allowance against deferred tax assets. The Company's 2013 income tax expense and rate differs from the amount of income tax determined by applying the U.S. Federal income tax rate to pre-tax income primarily as a result of a change in Italian law making the insurance proceeds from the earthquake non-taxable. In addition, as a result of the reassessment of the realizability of the deferred tax assets due to the Italian law change, a valuation allowance was established on the Italy net deferred tax assets. Other items contributing to the rate difference are state income tax expense, unrecognized tax benefits, foreign earnings, domestic production activities deduction, and tax deductible expenses related to the convertible notes repurchase.
 
Net Income (Loss)
Net income (loss) was as follows (amounts in thousands):
 
2014
 
2013
 
% Decrease
Net income (loss)
$
(130,425
)
 
$
29,687

 
n/a

Net loss for the year ended December 31, 2014, was $130.4 million, compared to net income of $29.7 million in 2013. Basic earnings per share was $(1.50) for the year ended December 31, 2014 as compared to $0.66 in 2013. Diluted earnings per share was $(1.50) for the year ended December 31, 2014 as compared to $.64 in 2013. The Company's net income and earnings per share were lower due to the items previously discussed.

Agricultural Segment Results
Agricultural segment results were as follows (amounts in thousands):
 
2014
 
2013
 
% Decrease
Net sales
$
1,016,882

 
$
1,182,187

 
(14
)%
Gross profit
134,688

 
198,910

 
(32
)%
Income from operations
63,838

 
151,841

 
(58
)%

Net sales in the agricultural market were $1,016.9 million for the year ended December 31, 2014, as compared to $1,182.2 million in 2013, a decrease of 14%. The inclusion of the recently acquired Voltyre-Prom business increased sales 5%.
Overall sales experienced reductions in volume of 12% and price/mix of 6% as a consequence of decreased demand for high horsepower agricultural equipment. Unfavorable currency translation decreased sales by 1%.


28



Gross profit in the agricultural market was $134.7 million for the year 2014, as compared to $198.9 million in 2013.  Income from operations in the agricultural market was $63.8 million for the year 2014, as compared to $151.8 million in 2013.  Decreased demand for high horsepower agricultural equipment, which generally has a higher margin, negatively impacted gross profit. The lower market demand also drove competitive pressures resulting in price erosion that further deteriorated both sales and gross margins. In addition, the Company's gross profit, as a percentage of net sales, and income from operations decreased as a result of the addition of the recently acquired Voltyre-Prom business at lower margins. The income from operations was also decreased by a noncash goodwill impairment charge of $20.6 million.
  
Earthmoving/Construction Segment Results
Earthmoving/construction segment results were as follows (amounts in thousands):
 
2014
 
2013
 
% Decrease
Net sales
$
610,596

 
$
749,115

 
(18
)%
Gross profit (loss)
(7,609
)
 
83,358

 
n/a

Income (loss) from operations
(80,600
)
 
22,008

 
n/a


The Company's earthmoving/construction market net sales were $610.6 million for the year ended December 31, 2014, as compared to $749.1 million in 2013, a decrease of 18%. Segment sales experienced price/mix reductions of 20% as a consequence of reduced demand for Titan products used in the mining industry, including giant OTR tires. This decrease was partially offset by increased demand for products used in the construction industry. The inclusion of the recently acquired Voltyre-Prom business increased sales 2%. Overall unit volume was consistent with prior year, considering the growth in smaller construction units was offset by the decline in the higher priced mining units.

Gross profit in the earthmoving/construction market was $(7.6) million for the year 2014, as compared to $83.4 million in 2013. The Company's earthmoving/construction market loss from operations was $(80.6) million for the year 2014, as compared to income from operations of $22.0 million in 2013. Gross profit and income from operations decreased primarily as a result of a significant decrease in demand for Titan products used in the mining industry. Generally, there are higher margins associated with the larger, more complex mining products. The lower market demand also drove competitive pressures resulting in price erosion that further deteriorated both sales and gross margin. Lost leverage and reduced productivity in the plants are also consequences of lower sales. In the second quarter of 2014, the Company recorded an asset impairment of $23.2 million on machinery, equipment and molds used to produce giant mining tires. In addition, the Company recorded inventory writedowns of $16.7 million to adjust the value of mining product inventory to estimated market value. The income from operations was also decreased by a noncash goodwill impairment charge of $14.0 million.

Consumer Segment Results
Consumer segment results were as follows (amounts in thousands):
 
2014
 
2013
 
% Increase
Net sales
$
268,049

 
$
232,293

 
15
%
Gross profit
16,250

 
15,542

 
5
%
Income (loss) from operations
(8,766
)
 
1,630

 
n/a


Consumer market net sales were $268.0 million for the year ended December 31, 2014, as compared to $232.3 million in 2013, an increase of 15%.  

Gross profit from the consumer market was $16.3 million in 2014 as compared to $15.5 million in 2013.  Consumer market loss from operations was $(8.8) million for the year 2014, as compared to income from operations of $1.6 million in 2013. The Company's gross profit, as a percentage of net sales, and income from operations decreased as a result of competitive pricing on bias truck tires in Latin America. In addition, the Company's gross profit, as a percentage of net sales, and income from operations decreased as a result of the addition of the recently acquired Voltyre-Prom business at lower margins. The income from operations was also decreased by a noncash goodwill impairment charge of $2.0 million.
 

29





Segment Summary
(Amounts in thousands)
2014
 
Agricultural
 
Earthmoving/
Construction
 
Consumer
 
Corporate
 Expenses
 
Consolidated
 Totals
Net sales
 
$
1,016,882

 
$
610,596

 
$
268,049

 
$

 
$
1,895,527

Gross profit (loss)
 
134,688

 
(7,609
)
 
16,250

 
(2,686
)
 
140,643

Income (loss) from operations
 
63,838

 
(80,600
)
 
(8,766
)
 
(72,097
)
 
(97,625
)
2013
 
 

 
 

 
 

 
 

 
 

Net sales
 
$
1,182,187

 
749,115

 
$
232,293

 
$

 
$
2,163,595

Gross profit (loss)
 
198,910

 
83,358

 
15,542

 
(2,620
)
 
295,190

Income (loss) from operations
 
151,841

 
22,008

 
1,630

 
(73,084
)
 
102,395


Corporate Expenses
Income from operations on a segment basis does not include corporate expenses totaling $72.1 million for the year ended December 31, 2014, as compared to $73.1 million in 2013. Corporate expenses were composed of selling and marketing expenses of approximately $33 million and $32 million for the year ended December 31, 2014, and 2013, respectively; and administrative expenses of approximately $39 million and $41 million for the year ended December 31, 2014, and 2013, respectively.

30




FISCAL YEAR ENDED DECEMBER 31, 2013, COMPARED TO FISCAL YEAR ENDED DECEMBER 31, 2012

RESULTS OF OPERATIONS
 
Highlights for the year ended December 31, 2013, compared to 2012 (amounts in thousands):
 
2013
 
2012
 
% Increase
Net sales
$
2,163,595

 
$
1,820,678

 
19
%
Cost of sales
1,868,405

 
1,526,539

 
22
%
Gross profit
295,190

 
294,139

 
%
Gross profit percentage
13.6
%
 
16.2
%
 
 


Net Sales
Net sales for the year ended December 31, 2013, were $2,163.6 million compared to $1,820.7 million for the year ended December 31, 2012, an increase of 19%. Sales increased 30% from the inclusion of recently acquired entities, including $484.3 million at Titan Europe. The increase in net sales was partially offset by a price/mix reduction which resulted largely from decreased raw material prices that were generally passed on to customers and decreased sales 9%, and unfavorable currency translation which decreased sales by 2%.

Cost of Sales and Gross Profit
Cost of sales was $1,868.4 million for the year ended December 31, 2013, as compared to $1,526.5 million in 2012.  The higher cost of sales resulted primarily from the increase in sales levels. The cost of sales increased 22%, compared to a 19% increase in net sales.

Gross profit for the year 2013 was $295.2 million, or 13.6% of net sales, compared to $294.1 million, or 16.2% of net sales for 2012.  Gross profit, as a percentage of net sales, decreased as a result of the Titan Europe acquisition and lower raw material costs that were passed on to customers before being fully realized by the Company. Increased warranty provisions relating to earthmoving tires also contributed to the decreased gross profit. Titan Europe provided gross profit of $65.4 million, or 11.4% of net sales. Titan Europe margins were negatively affected by decreased earthmoving/construction demand.

Selling, General and Administrative Expenses
Selling, general and administrative expenses were as follows (amounts in thousands):
 
2013
 
2012
 
% Increase
Selling, general and administrative
$
167,371

 
$
126,157

 
33
%
Percentage of net sales
7.7
%
 
6.9
%
 
 


Selling, general and administrative (SG&A) expenses were $167.4 million, or 7.7% of net sales, for the year ended December 31, 2013, as compared to $126.2 million, or 6.9% of net sales, for 2012.  The higher SG&A expenses were primarily the result of approximately $55 million of SG&A expenses at recently acquired facilities, partially offset by a decrease of incentive compensation of approximately $11 million. The increase in SG&A as a percentage of sales was primarily the result of higher SG&A percentages at recently acquired facilities.

Research and Development Expenses
Research and development expenses were as follows (amounts in thousands):
 
2013
 
2012
 
% Increase
Research and development
$
11,165

 
$
7,148

 
56
%
Percentage of net sales
0.5
%
 
0.4
%
 
 


Research and development (R&D) expenses were $11.2 million, or 0.5% of net sales, for the year ended December 31, 2013, as compared to $7.1 million, or 0.4% of net sales, for 2012. Approximately $5 million of R&D expenses of recently acquired facilities contributed to the increase.


31



Royalty Expense
Royalty expense was as follows (amounts in thousands):
 
2013
 
2012
 
% Increase
Royalty expense
$
14,259

 
$
12,260

 
16
%

The Company has a trademark license agreement with The Goodyear Tire & Rubber Company to manufacture and sell certain off-highway tires in North America and Latin America under the Goodyear name.  The North American and Latin American farm tire royalties were prepaid through March 2018 as a part of the 2011 Goodyear Latin American farm tire acquisition. In May 2012, the Company and Goodyear entered into an agreement under which Titan will sell certain non-farm tire products directly to third party customers and pay a royalty to Goodyear. Royalty expenses were $14.3 million for the year ended December 31, 2013, as compared to $12.3 million in 2012. As sales subject to the license agreement increased in 2013, the Company's royalty expense increased accordingly.  

Supply Agreement Termination Income
Supply agreement termination income was as follows (amounts in thousands):
 
2013
 
2012
 
% Decrease
Supply agreement termination income
$

 
$
26,134

 
(100
)%

The Company's April 2011 acquisition of Goodyear's farm tire business included a three year supply agreement with Goodyear for certain non-farm tire products. A liability was recorded as the supply agreement was for sales at below market prices. In May 2012, the Company and Goodyear terminated this supply agreement and entered into an agreement under which Titan will sell these products directly to third party customers and pay a royalty to Goodyear. The remaining balance of the supply agreement liability was recorded as income as the Company is no longer obligated to sell the products at below market prices.

Income from Operations
Income from operations was as follows (amounts in thousands):
 
2013
 
2012
 
% Decrease
Income from operations
$
102,395

 
$
174,708

 
(41
)%
Percentage of net sales
4.7
%
 
9.6
%
 
 


Income from operations for the year ended December 31, 2013, was $102.4 million, or 4.7% of net sales, compared to $174.7 million, or 9.6% of net sales, in 2012.  This decrease was the net result of the items previously discussed above.

Interest Expense
Interest expense was as follows (amounts in thousands):
 
2013
 
2012
 
% Increase
Interest expense
$
47,120

 
$
27,658

 
70
%

Interest expense for the year 2013 was $47.1 million compared to $27.7 million in 2012.  The Company’s interest expense for 2013 increased from the previous year primarily as a result of approximately $9 million of interest for the additional 7.875% senior secured notes issued in the first quarter of 2013 and approximately $6 million of interest for the 6.875% senior secured notes due 2020 (senior secured notes due 2020) issued in the fourth quarter of 2013. Interest expense for the first ten months of 2013 at the recently acquired Titan Europe of approximately $8 million also contributed to the increase.


32



Convertible Debt Conversion Charge
Convertible debt conversion charge was as follows (amounts in thousands):
 
2013
 
2012
 
% Increase
Convertible debt conversion charge
$
7,273

 
$

 
n/a
 
In the first quarter of 2013, the Company closed an Exchange Agreement with a note holder of the convertible notes. The two parties privately negotiated an agreement to exchange approximately $52.7 million in aggregate principal amount of the convertible notes for approximately 4.9 million shares of the Company's common stock plus a cash payment totaling $14.2 million. In connection with this exchange, the Company recognized a charge of $7.3 million in accordance with accounting standards for debt conversion.

Loss on Senior Note Repurchase
Loss on senior note repurchase (amounts in thousands):
 
2013
 
2012
 
% Increase
Loss on senior note repurchase
$
22,734

 
$

 
n/a
 
In the fourth quarter of 2013, Titan satisfied and discharged the indenture relating to the 7.875% senior secured notes due October 2017 (senior secured notes due 2017) by completing a tender offer settlement and redemption of all of its outstanding $525 million principal amount of the notes, including $325 million issued in 2013. In connection with this tender offer and redemption, the Company recorded expenses of $22.7 million. These expenses were related to early tender premium of $25.0 million, redemption premium of $8.1 million, unamortized deferred financing fees of $7.3 million, and other fees of $0.2 million, offset by unamortized premium on the notes of $(17.9) million.

Noncash Titan Europe Gain
Noncash Titan Europe gain was as follows (amounts in thousands):
 
2013
 
2012
 
% Decrease
Noncash Titan Europe gain
$

 
$
26,700

 
(100
)%
 
In the fourth quarter of 2012, the Company acquired Titan Europe. Prior to the acquisition, Titan held a 21.8% ownership percentage in Titan Europe, which had a fair value on the acquisition date of $31.7 million. As a result of recording the fair value of the investment on the acquisition date, a gain of $26.7 million was recorded on Titan's previously held interest in Titan Europe.

Gain on Earthquake Insurance Recovery
Gain on earthquake insurance recovery (amounts in thousands):
 
2013
 
2012
 
% Increase
Gain on earthquake insurance recovery
$
22,451

 
$

 
n/a
 
Titan Europe's wheel manufacturing facility in Finale Emilia, Italy experienced damage from an earthquake in May of 2012 prior to Titan's acquisition of Titan Europe.  The plant was closed for production during initial remedial work. This resulted in a limited transfer of production to other facilities within Titan Europe as well as sourcing product from facilities in the U.S. owned by Titan and competitors.  In the second quarter of 2013, Titan received a final insurance settlement payment of $38.7 million, which offset the earthquake insurance receivable and resulted in a gain of $22.5 million.


33



Gain on acquisition
Gain on acquisition was as follows (amounts in thousands):
 
2013
 
2012
 
% Decrease
Gain on acquisition
$

 
$
11,678

 
(100
)%
 
In the second quarter of 2013, Titan received a final insurance settlement payment regarding an earthquake Titan Europe's wheel manufacturing facility in Finale Emilia, Italy experienced in May 2012, prior to Titan's acquisition of Titan Europe. As a result of this information, the purchase price allocation of the Titan Europe acquisition has changed from that reported in the Form 10-K for the year ended December 31, 2012, and the 10-Q for the quarter ended March 31, 2013, and Titan has recorded a bargain purchase gain of $11.7 million for the year ended December 31, 2012.

Other Income
Other income was as follows (amounts in thousands):
 
2013
 
2012
 
% Increase
Other income
$
7,015

 
$
6,823

 
3
%

Other income was $7.0 million for the year ended December 31, 2013, as compared to $6.8 million in 2012.  The major items included in 2013 were:  (i) discount amortization on prepaid royalty of $3.3 million; (ii) interest income of $3.4 million; (iii) Wheels India Limited equity gain of $1.4 million; (iv) investment gain related to contractual obligation of $1.3 million; and (iv) rental income of $0.8 million.

The major items included in 2012 were:  (i) discount amortization on prepaid royalty of $3.7 million; (ii) investment gain related to contractual obligation of $1.0 million; (iii) interest income of $0.9 million; and (iv) rental income of $0.7 million.

Provision for Income Taxes
Provision for income taxes was as follows (amounts in thousands):
 
2013
 
2012
 
% Decrease
Provision for income taxes
$
25,047

 
$
86,613

 
(71
)%

The Company recorded provision for income taxes of $25.0 million in 2013, as compared to $86.6 million in 2012.   The Company's effective tax rate was 46% in 2013 and 45% in 2012. The Company's 2013 income tax expense and rate differs from the amount of income tax determined by applying the U.S. Federal income tax rate to pre-tax income primarily as a result of a change in Italian law making the insurance proceeds from the earthquake non-taxable. In addition, as a result of the reassessment of the realizability of the deferred tax assets due to the Italian law change, a valuation allowance was established on the Italy net deferred tax assets. Other items contributing to the rate difference are state income tax expense, unrecognized tax benefits, foreign earnings, domestic production activities deduction, and tax deductible expenses related to the convertible notes repurchase. The Company's 2012 income tax expense and rate differs from the amount of income tax determined by applying the U.S. Federal rate to pre-tax income primarily as a result of incremental foreign taxes, state income tax, unrecognized tax benefits, the Domestic Production exemption and the write off of the deferred tax asset related to the Titan Europe investment.
 
Net Income
Net income was as follows (amounts in thousands):
 
2013
 
2012
 
% Decrease
Net income
$
29,687

 
$
105,638

 
(72
)%

Net income for the year ended December 31, 2013, was $29.7 million, compared to $105.6 million in 2012. Basic earnings per share was $.66 for the year ended December 31, 2013 as compared to $2.47 in 2012. Diluted earnings per share was $.64 for the year ended December 31, 2013 as compared to $2.05 in 2012. The Company's net income and earnings per share were lower due to the items previously discussed.


34



Agricultural Segment Results
Agricultural segment results were as follows (amounts in thousands):
 
2013
 
2012
 
% Increase (Decrease)
Net sales
$
1,182,187

 
$
1,080,412

 
9
 %
Gross profit
198,910

 
206,376

 
(4
)%
Income from operations
151,841

 
178,587

 
(15
)%

Net sales in the agricultural market were $1,182.2 million for the year ended December 31, 2013, as compared to $1,080.4 million in 2012, an increase of 9%. Sales increased 15% from the inclusion of recently acquired entities. Sales volume was 5% higher as the result of increased demand in the Company's agricultural segment. The increase in net sales was partially offset by a price/mix reduction which resulted largely from decreased raw material costs passed through to customers that decreased sales 9%, and unfavorable currency translation which decreased sales by 2%.

Gross profit in the agricultural market was $198.9 million for the year 2013, as compared to $206.4 million in 2012.  Income from operations in the agricultural market was $151.8 million for the year 2013, as compared to $178.6 million in 2012.  The Company's gross profit, as a percentage of net sales, and income from operations decreased as a result of the Titan Europe acquisition and lower raw material costs that were passed on to customers before being fully realized by the Company. Titan Europe provided gross profit of $19.0 million, or 11.2% of net sales.

Earthmoving/Construction Segment Results
Earthmoving/construction segment results were as follows (amounts in thousands):
 
2013
 
2012
 
% Increase (Decrease)
Net sales
$
749,115

 
$
501,617

 
49
 %
Gross profit
83,358

 
74,348

 
12
 %
Income from operations
22,008

 
47,310

 
(53
)%

The Company's earthmoving/construction market net sales were $749.1 million for the year ended December 31, 2013, as compared to $501.6 million in 2012, an increase of 49%. Sales increased 73% from the inclusion of recently acquired entities, primarily Titan Europe which recorded earthmoving/construction sales of $332.3 million in the first ten months of 2013. The increase in net sales was partially offset by weakened demand which contributed to a 17% decrease in sales volume, and a price/mix reduction which resulted largely from decreased demand for larger products used in the mining industry that decreased sales 7%.

Gross profit in the earthmoving/construction market was $83.4 million for the year 2013, as compared to gross profit of $74.3 million in 2012. The Company's earthmoving/construction market income from operations was $22.0 million for the year 2013, as compared to $47.3 million in 2012. Gross profit and income from operations were negatively affected by decreased demand in the earthmoving/construction segment and increased warranty provisions relating to super giant mining tires.


35



Consumer Segment Results
Consumer segment results were as follows (amounts in thousands):
 
2013
 
2012
 
% Decrease
Net sales
$
232,293

 
$
238,649

 
(3
)%
Gross profit
15,542

 
16,366

 
(5
)%
Income from operations
1,630

 
32,243

 
(95
)%

Consumer market net sales were $232.3 million for the year ended December 31, 2013, as compared to $238.6 million in 2012, a decrease of 3%.  

Gross profit from the consumer market was $15.5 million in 2013 as compared to $16.4 million in 2012.  Consumer market income from operations was $1.6 million for the year 2013, as compared to $32.2 million in 2012.  The Company's decrease in income from operations was primarily the result of the supply agreement termination income of $26.1 million recorded in the second quarter of 2012.

Segment Summary
(Amounts in thousands)
 
2013
 
Agricultural
 
Earthmoving/
Construction
 
Consumer
 
Corporate
 Expenses
 
Consolidated
 Totals
Net sales
 
$
1,182,187

 
$
749,115

 
$
232,293

 
$

 
$
2,163,595

Gross profit (loss)
 
198,910

 
83,358

 
15,542

 
(2,620
)
 
295,190

Income (loss) from operations
 
151,841

 
22,008

 
1,630

 
(73,084
)
 
102,395

2012
 
 

 
 

 
 

 
 

 
 

Net sales
 
$
1,080,412

 
501,617

 
$
238,649

 
$

 
$
1,820,678

Gross profit (loss)
 
206,376

 
74,348

 
16,366

 
(2,951
)
 
294,139

Income (loss) from operations
 
178,587

 
47,310

 
32,243

 
(83,432
)
 
174,708


Corporate Expenses
Income from operations on a segment basis does not include corporate expenses totaling $73.1 million for the year ended December 31, 2013, as compared to $83.4 million in 2012.

Corporate expenses for the year ended December 31, 2013, were composed of selling and marketing expenses of approximately $32 million and administrative expenses of approximately $41 million.

Corporate expenses for the year ended December 31, 2012, were composed of selling and marketing expenses of approximately $31 million and administrative expenses of approximately $52 million.

Corporate selling & marketing expenses were approximately $1 million higher in 2013 primarily due to increased information technology expenses.  Corporate administrative expenses were approximately $11 million lower in 2013, when compared to 2012.  Corporate administrative expenses were lower primarily due to a decrease in incentive compensation of approximately $11 million.

36




LIQUIDITY AND CAPITAL RESOURCES

Cash Flows
As of December 31, 2014, the Company had $201.5 million of cash.  
(amounts in thousands)
Year ended December 31,
 
 
 
2014
 
2013
 
Change
Cash
$
201,451

 
$
189,360

 
$
12,091


The cash balance increased by $12.1 million from December 31, 2013, due to the following items.


Operating Cash Flows
Summary of cash flows from operating activities:
(Amounts in thousands)
Year ended December 31,
 
 
 
2014
 
2013
 
Change
Net income (loss)
$
(130,425
)
 
$
29,687

 
$
(160,112
)
Depreciation and amortization
88,704

 
80,622

 
8,082

Mining asset impairment
23,242

 

 
23,242

Mining inventory writedown
16,690

 

 
16,690

Deferred income tax provision
(24,800
)
 
(4,004
)
 
(20,796
)
Noncash goodwill impairment charge
36,571

 

 
36,571

Convertible debt conversion charge

 
7,273

 
(7,273
)
Loss on note repurchase

 
22,734

 
(22,734
)
Gain on earthquake insurance recovery

 
(22,451
)
 
22,451

Insurance proceeds

 
35,808

 
(35,808
)
Accounts receivable
54,686

 
26,417

 
28,269

Inventories
20,933

 
(30,280
)
 
51,213

Prepaid and other current assets
30,324

 
(39,825
)
 
70,149

Accounts payable
(23,777
)
 
9,479

 
(33,256
)
Other current liabilities
(2,089
)
 
(556
)
 
(1,533
)
Other liabilities
18,487

 
(3,375
)
 
21,862

Other operating activities
5,526

 
5,120

 
406

Cash provided by operating activities
$
114,072

 
$
116,649

 
$
(2,577
)
 
For the year ended December 31, 2014, operating activities provided cash of $114.1 million, which was $2.6 million less than the prior year. Included in net loss of $130.4 million were noncash charges for depreciation and amortization of $88.7 million, noncash goodwill impairment charge of $36.6 million, mining asset impairment charge of $23.2 million, and mining inventory writedown of $16.7 million. The changes in operational working capital increased cash flows by $80.1 million in 2014 compared to a decrease of $34.8 million in 2013. The 2014 working capital increase was primarily due to a decrease in accounts receivable of $54.7 million. For additional details, see the Consolidated Statement of Cash Flows on page F-8.

For the year ended December 31, 2013, operating activities provided cash of $116.6 million, which was $13.5 million less than the prior year, primarily due to changes in operational working capital. The major source of funds was net income of $29.7 million, adjusted for noncash provision of depreciation and amortization of $80.6 million. Insurance proceeds less gain on earthquake insurance recovery provided cash of $13.4 million. Positive cash inflows were offset by the loss on note repurchase of $22.7 million. The changes in operational working capital decreased cash flows by $34.8 million in 2013 compared to a decrease of $2.2 million in 2012. The 2013 working capital decrease was primarily due to an increase in prepaid and other current assets of $39.8 million.


37



For the year ended December 31, 2012, operating activities provided cash of $130.2 million, which was $125.7 million more than the prior year, primarily due to the net income increase of $47.5 million and changes in operational working capital. The major source of funds was net income of $105.6 million, adjusted for noncash provision of depreciation and amortization of $54.1 million. Positive cash inflows were offset by the noncash Titan Europe gain of $26.7 million, noncash supply agreement termination income of $26.1 million, and noncash gain on acquisition of $11.7 million. The changes in operational working capital decreased cash flows by $2.2 million in 2012 compared to a decrease of $109.3 million in 2011. The 2011 working capital decrease was primarily due to the acquisition of The Goodyear Tire & Rubber Company's Latin American farm tire business that did not include accounts receivable, and an increase in inventory due to sales growth in the business and increased raw material costs.

The Company's inventory and accounts receivable balances were lower at December 31, 2014, as compared to December 31, 2013. Days sales in inventory decreased to 68 days at December 31, 2014, compared to 74 days at December 31, 2013. Days sales outstanding decreased to 47 days at December 31, 2014, from 48 days at December 31, 2013.

Investing Cash Flows
Summary of cash flows from investing activities:
(Amounts in thousands)
Year ended December 31,
 
 
 
2014
 
2013
 
Change
Acquisitions
$
(13,395
)
 
$
(95,681
)
 
$
82,286

Additional equity investment in Wheels India

 
(8,017
)
 
8,017

(Increase) decrease in restricted cash deposits
14,268

 
(14,473
)
 
28,741

Capital expenditures
(58,439
)
 
(80,131
)
 
21,692

Other investing activities
5,044

 
5,223

 
(179
)
Cash used for investing activities
$
(52,522
)
 
$
(193,079
)
 
$
140,557

 
Net cash used for investing activities was $52.5 million in 2014, as compared to $193.1 million in 2013 and $63.9 million in 2012. The Company invested a total of $58.4 million in capital expenditures in 2014, compared to $80.1 million in 2013 and $65.7 million in 2012. In 2014, approximately $1 million of the capital expenditures related to recently acquired facilities, compared to $25 million and $14 million in 2013 and 2012, respectively. The remaining capital expenditures of approximately $57 million in 2014, approximately $55 million in 2013, and approximately $52 million in 2012, represent various equipment purchases and improvements to enhance production capabilities of Titan’s existing business and maintaining existing equipment.

Cash used for investing decreased $140.6 million from the year ended December 31, 2013, to December 31, 2014.  In 2013, approximately $94 million was used for the acquisition of Voltyre-Prom.

Financing Cash Flows
Summary of cash flows from financing activities:
(Amounts in thousands)
Year ended December 31,
 
 
 
2014
 
2013
 
Change
Proceeds from borrowings
$
15,708

 
$
788,704

 
$
(772,996
)
Repurchase of senior notes

 
(558,360
)
 
558,360

Convertible note conversion

 
(14,090
)
 
14,090

Capital contribution from noncontrolling interest

 
79,592

 
(79,592
)
Proceeds from exercise of stock options
141

 
1,001

 
(860
)
Payment of financing fees
(33
)
 
(12,332
)
 
12,299

Payment on debt
(60,345
)
 
(200,721
)
 
140,376

Excess tax benefit from stock options exercised
(672
)
 
(68
)
 
(604
)
Dividends paid
(1,073
)
 
(1,046
)
 
(27
)
Cash provided by (used for) financing activities
$
(46,274
)
 
$
82,680

 
$
(128,954
)
 
Net cash used for financing activities was $46.3 million in 2014.  This cash was primarily used for payment of debt of $60.3 million, partially offset by proceeds from borrowings of $15.7 million.


38



Net cash provided by financing activities was $82.7 million in 2013.  This cash was primarily provided by proceeds from the issuance of $400.0 million of 6.875% senior secured notes due 2020 and $345.3 million of additional 7.875% senior secured notes due 2017, as well as capital contribution from noncontrolling interest of $79.6 million. These positive cash inflows were partially offset by the purchase and redemption of 7.875% senior secured notes due 2017 of $558.4 million, and payment on other debt of $200.7 million.

Net cash used for financing activities was $4.6 million in 2012.  The cash was primarily used for payment on term loan borrowings of $20.8 million, partially offset by proceeds from borrowings of $8.8 million and term loan borrowings of $8.3 million.

Financing cash flows decreased by $129.0 million when comparing 2014 to 2013.  Financing cash flows increased by $87.3 million when comparing 2013 to 2012.  The changes from year to year are primarily the result of activity related to debt borrowings and payments.

Debt Restrictions
The Company’s revolving credit facility (credit facility) contains various restrictions, including:
Limits on dividends and repurchases of the Company’s stock.
Restrictions on the ability of the Company to make additional borrowings, or to consolidate, merge or otherwise fundamentally change the ownership of the Company.
Limitations on investments, dispositions of assets and guarantees of indebtedness.
Other customary affirmative and negative covenants.

These restrictions could limit the Company’s ability to respond to market conditions, to provide for unanticipated capital investments, to raise additional debt or equity capital, to pay dividends or to take advantage of business opportunities, including future acquisitions.  

Other Issues
The Company’s business is subject to seasonal variations in sales that affect inventory levels and accounts receivable balances.  Historically, Titan tends to have higher production levels in the first and second quarters.

LIQUIDITY OUTLOOK
At December 31, 2014, the Company had $201.5 million of cash and cash equivalents and no outstanding borrowings on the Company's $150 million revolving credit facility. Titan’s availability under this domestic facility may be less than $150 million as a result of eligible accounts receivable and inventory balances at certain of its domestic subsidiaries. At December 31, 2014, the amount available was $94.2 million as a result of the Company’s decrease in sales which impacted both accounts receivable and inventory balances at year end. The cash and cash equivalents balance of $201.5 million includes $71.4 million held in foreign countries. The Company's current plans do not demonstrate a need to repatriate the foreign amounts to fund U.S. operations. However, if foreign funds were needed for U.S. operations, the Company would be required to accrue and pay taxes to repatriate the funds. Titan expects to contribute approximately $6 million to its defined benefit pension plans during 2015.

Capital expenditures for 2015 are forecasted to be approximately $65 million. Cash payments for interest are currently forecasted to be approximately $34 million in 2015 based on the Company's year-end 2014 debt balances.

In the future, Titan may seek to grow by making acquisitions which will depend on the ability to identify suitable acquisition candidates, to negotiate acceptable terms for their acquisition and to finance those acquisitions.

Subject to the terms of indebtedness, the Company may finance future acquisitions with cash on hand, cash from operations, additional indebtedness and/or by issuing additional equity securities.

Cash on hand, anticipated internal cash flows from operations and utilization of remaining available borrowings are expected to provide sufficient liquidity for working capital needs, capital expenditures and potential acquisitions.


39



INFLATION
The Company is subject to the effect of price fluctuations. While the cost outlook for commodities used in the Company’s production is not certain, management believes it can manage these inflationary pressures by introducing appropriate sales price adjustments and through contract provisions with OEMs.  However, these price adjustments may lag the inflationary pressures.

CONTRACTUAL OBLIGATIONS
The Company’s contractual obligations at December 31, 2014, consisted of the following (amounts in thousands):

 
 
Payments due by period
Contractual Obligations
 
Total
 
Less than  1 year
 
1-3 years
 
3-5 years
 
More than 5 years
6.875% senior secured notes due 2020
 
$
400,000

 
$

 
$

 
$

 
$
400,000

5.625% convertible senior subordinated notes due 2017
 
60,161

 

 
60,161

 

 

Other debt
 
59,304

 
24,712

 
33,321

 
1,271

 

Interest expense (a)
 
169,298

 
34,277

 
59,396

 
55,000

 
20,625

Operating leases
 
22,265

 
6,874

 
9,820

 
3,686

 
1,885

Capital leases
 
3,271

 
1,522

 
1,541

 
203

 
5

Purchase obligations
 
27,460

 
24,373

 
1,773

 
1,314

 

Other long-term liabilities (b)
 
42,100

 
9,000

 
17,800

 
15,300

 

Total
 
$
783,859

 
$
100,758

 
$
183,812

 
$
76,774

 
$
422,515

(a)
Interest expense is estimated based on the Company’s year-end 2014 debt balances, maturities and interest rates.  The estimates assume no credit facility borrowings.  The Company’s actual debt balances and interest rates may fluctuate in the future.  Therefore, actual interest payments may vary from those payments detailed in the above table.
(b)
Other long-term liabilities represent the Company’s estimated funding requirements for defined benefit pension plans. The Company’s liability for pensions is based on a number of assumptions, including discount rates, rates of return on investments, mortality rates and other factors.  Certain of these assumptions are determined with the assistance of outside actuaries.  Assumptions are based on past experience and anticipated future trends and are subject to a number of risks and uncertainties and may lead to significantly different pension liability funding requirements.

OFF-BALANCE SHEET ARRANGEMENTS
The Company has no material off-balance sheet arrangements.

MARKET RISK SENSITIVE INSTRUMENTS

Exchange Rate Sensitivity
The Company is exposed to fluctuations in the Australian dollar, Brazilian real, British pound, euro, Russian ruble and other world currencies.  The Company uses financial derivatives to mitigate its exposure to volatility in foreign currency exchange rates.  The Company’s net investment in foreign entities translated into U.S. dollars was $382.5 million at December 31, 2014, and $476.4 million at December 31, 2013.  The hypothetical potential loss in value of the Company’s net investment in foreign entities resulting from a 10% adverse change in foreign currency exchange rates at December 31, 2014, would amount to approximately $38.3 million.

Commodity Price Sensitivity
The Company does not generally enter into long-term commodity contracts and does not use derivative commodity instruments to hedge its exposures to commodity market price fluctuations.  Therefore, the Company is exposed to price fluctuations of its key commodities, which consist primarily of steel, natural rubber, synthetic rubber and carbon black. The Company attempts to pass on certain material price increases and decreases to its customers, depending on market conditions.
 
Interest Rate Sensitivity
The Company has a $150 million credit facility that has a variable interest rate.  If the credit facility were fully drawn, a change in the interest rate of 100 basis points, or 1%, would change the Company’s interest expense by approximately $1.5 million.  At December 31, 2014, there were no borrowings under the credit facility.

40




MARKET CONDITIONS AND OUTLOOK
In 2014, Titan experienced lower sales when compared to 2013.  The lower sales levels were primarily the result of decreased demand for high horsepower equipment used in the agricultural market, and decreased demand in the earthmoving/construction segment primarily for products used in the mining industry. These decreases were partially offset by increased demand for products used in the construction industry. In addition, competitive pressures resulting in price erosion, negatively impacted both sales and margins.

Energy, raw material and petroleum-based product costs have been volatile and may negatively impact the Company’s margins.  Many of Titan’s overhead expenses are fixed; therefore, lower seasonal trends may cause negative fluctuations in quarterly profit margins and affect the financial condition of the Company.

AGRICULTURAL MARKET OUTLOOK
Agricultural market sales were lower in 2014 when compared to 2013 due to decreased demand for high horsepower equipment used in the agricultural market, partially offset by sales at the recently acquired Voltyre-Prom business.  Farm net income is expected to be less in 2015 due to lower grain prices and rising input cost for seed, chemicals and fuel. Lower income levels are putting pressure on the demand for large farm equipment. In addition, large equipment sales have deteriorated significantly after a robust cycle in recent years. The mix shift to lower horsepower tractors has a negative impact on revenue and margin performance. Many variables, including weather, grain prices, export markets and future government policies and payments can greatly influence the overall health of the agricultural economy.
 
EARTHMOVING/CONSTRUCTION MARKET OUTLOOK
Earthmoving and mining sales were significantly lower in 2014 when compared to 2013 due to weak demand in the mining industry. This reduced demand for larger products used in the mining industry is expected to continue for 2015 as weakness continues in the mining industry. Demand for small earthmoving/construction equipment used in the housing and commercial construction sectors has improved. Although metals, oil and gas prices may fluctuate in the short-term, in the long-term, these prices are expected to remain at levels that are attractive for continued investment, which should help support future earthmoving and mining sales.  The earthmoving/construction segment is affected by many variables, including commodity prices, road construction, infrastructure, government appropriations, housing starts and other macroeconomic drivers.

CONSUMER MARKET OUTLOOK
Consumer market sales were higher in 2014, when compared to 2013.  Sales in the consumer market increased primarily as the result of increased consumer sales at overseas facilities, while competitive pricing on bias truck tires in Latin America had a negative impact on gross profit and income from operations. The consumer market is expected to remain highly competitive in 2015.

PENSIONS
The Company has three frozen defined benefit pension plans covering certain employees or former employees of three U.S. subsidiaries. The Company also has pension plans covering certain employees of several foreign subsidiaries.  These plans are described in Note 29 of the Company’s Notes to Consolidated Financial Statements.

The Company’s recorded liability for pensions is based on a number of assumptions, including discount rates, rates of return on investments, mortality rates and other factors.  Certain of these assumptions are determined by the Company with the assistance of outside actuaries.  Assumptions are based on past experience and anticipated future trends.  These assumptions are reviewed on a regular basis and revised when appropriate.  Revisions in assumptions and actual results that differ from the assumptions affect future expenses, cash funding requirements and the carrying value of the related obligations.  During the year ended December 31, 2014, the Company contributed cash funds of $5.7 million to the pension plans.  Titan expects to contribute approximately $6 million to these pension plans during 2015.

Titan’s projected benefit obligation at December 31, 2014, was $126.8 million as compared to $123.2 million at December 31, 2013.  The Company’s defined benefit pension plans were underfunded by $42.5 million at December 31, 2014.  During 2014, the Company recorded net periodic pension expense of $3.4 million.  Accumulated other comprehensive loss recorded for defined benefit pension plans, net of tax, was $26.1 million and $20.9 million at December 31, 2014 and 2013, respectively.  Other comprehensive income (loss) is recorded as a direct charge to stockholders’ equity and does not affect net income.  Titan will be required to record net periodic pension cost in the future; these costs may fluctuate based upon revised assumptions and could negatively affect the Company’s financial position, cash flows and results of operations.



41



ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Reference is made to Item 7, Part II of this report.

ITEM 8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Reference is made to Item 15, Part IV of this report, “Exhibits, Financial Statement Schedules.”
 
ITEM 9
– CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A – CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
Titan’s management has established disclosure controls and procedures that are designed to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the Exchange Act) is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including Titan’s chief executive officer (CEO) (principal executive officer) and chief financial officer (CFO) (principal financial officer), as appropriate to allow for timely decisions regarding required disclosure. No system of controls, no matter how well designed and operated, can provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide assurance that the system of controls has operated effectively in all cases.

Titan’s management, including the principal executive officer and principal financial officer, evaluated the effectiveness of disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Form 10-K. Based on this evaluation, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2014, because of a material weakness in internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) as described below under “Management’s Report on Internal Control Over Financial Reporting”.

Notwithstanding the material weakness described below, the Company and its management have concluded that the Company’s consolidated financial statements for the periods covered by and included in the Annual Report on Form 10-K are fairly stated, in all material respects, in accordance with generally accepted accounting principles in the United States of America for each of the periods presented herein.

Management's Report on Internal Control Over Financial Reporting
Titan's management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting is a process designed by, or under the supervision of, Titan's principal executive officer and principal financial officer, and effected by the Company's Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the Company;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


42



Management has performed an evaluation of the effectiveness of the Company's internal control over financial reporting as of December 31, 2014, based on criteria described in the “1992 Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that due to the material weakness described below the Company’s internal control over financial reporting was not effective as of December 31, 2014.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Over the past couple of years, Titan has added numerous international locations which have added complexity to its financial reporting. In addition, in the current year, the Company has experienced an economic and market downturn which has added to the accounting complexity with issues such as goodwill and fixed asset impairment, valuation of inventory and other related issues. As Titan has grown in size and complexity, the accounting staff has not increased in a sufficient manner to ensure proper adherence with US GAAP.

Due to the added accounting complexities, insufficient resources, and the challenge of financial controller continuity at select international locations, Titan management determined that the internal control over financial reporting in place for complex transactions may not always operate at the appropriate level of precision required to prevent or detect material misstatements of the Company’s annual financial statements on a timely basis.

Item 8 includes the adverse audit report of Grant Thornton LLP on Titan International, Inc’s internal control over financial reporting as of December 31, 2014.

Remediation Plan
Management and the Board of Directors of Titan are committed to the continued improvement of the Company’s overall system of internal control over financial reporting. Management believes the remediation measures described below will remediate the identified control deficiency and strengthen the Company’s internal control over financial reporting.

The Company has identified international locations in which it needs to invest in accounting resources with the appropriate level of experience and knowledge. In these locations, the Company will hire personnel and management with the proper level of accounting and financial reporting knowledge and experience. In one area of identified need, the Company has already made the investment in additional resources during the fourth quarter of 2014. In another area of identified need, the Company has started the process to recruit the proper resources. Management is also in the process of reviewing the structure of the corporate accounting team and will develop a structure that: addresses deficiencies within the structure; strengthens controls; and includes further segregation of duties.

Changes in Internal Controls Over Financial Reporting
Other than the material weakness described above, there were no material changes in internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the fourth quarter ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
 

ITEM 9B – OTHER INFORMATION

None.

43



PART III

ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors
The information required by this item regarding the Company’s directors is incorporated by reference to the Company’s 2014 Proxy Statement under the captions “Election of Directors,” “Directors Continuing in Office,” “Committees and Meetings of the Board of Directors” and “Corporate Governance.”

Executive Officers
The names, ages and positions of all executive officers of the Company are listed below, followed by a brief account of their business experience during the past five years.  Officers are normally appointed annually by the Board of Directors at a meeting immediately following the Annual Meeting of Stockholders.  There is no arrangement or understanding between any officer and any other person pursuant to which an officer was selected.

Maurice M. Taylor Jr., 70, has been Chief Executive Officer and a Director of the Company since 1990, when Titan was acquired in a management-led buyout by investors, including Mr. Taylor.  Mr. Taylor served as President of the Company from 1990 to 2005 and was appointed Chairman in 2005.

Paul G. Reitz, 42, joined the Company in July 2010 as Chief Financial Officer.  Mr. Reitz was appointed President in February 2014. Before joining Titan, Mr. Reitz was chief accounting officer at Carmike Cinemas, Inc.

Michael G. Troyanovich, 57, joined the Company in August 2011 as Assistant General Counsel. Mr. Troyanovich was appointed Secretary in December 2012, and General Counsel in June 2013. Prior to joining Titan, Mr. Troyanovich was President of Kistner Troyanovich and Brady, P.C. from September 2001 until August 2011.

John R. Hrudicka, 51, joined the Company in February 2014 as Chief Financial Officer. Prior to joining Titan, Mr. Hrudicka had been at Elkay Manufacturing since 2006, joining as Vice President of Finance and becoming Chief Financial Officer in 2010.

Section 16(a) beneficial ownership reporting compliance
The information required by this item regarding beneficial ownership reporting compliance is incorporated by reference to the Company’s 2015 Proxy Statement under the caption “Section 16(a) Beneficial Ownership Reporting Compliance.”

Business conduct policy
The Company adopted a business conduct policy, which is applicable to directors, officers and employees.  The Company has also adopted corporate governance guidelines.  The business conduct policy and corporate governance guidelines are available under the investor information category of the Company’s website, www.titan-intl.com.  The Company intends to satisfy disclosure requirements regarding amendments to or waivers from its business conduct policy by posting such information on its website.  A printed copy of the business conduct policy and corporate governance guidelines are available, without charge, by writing to:  Titan International, Inc., c/o Corporate Secretary, 2701 Spruce Street, Quincy, IL 62301.
 

ITEM 11 – EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference to the Company’s 2015 Proxy Statement under the caption “Compensation of Executive Officers.”


44




ITEM 12– SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Except for the information concerning equity compensation plans, the information required by this item is incorporated by reference to the Company’s 2015 Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management.”

The following table provides information about shares of Titan common stock that may be issued under Titan’s equity compensation plans, as of December 31, 2014:

 
 
(i)
Number of securities to be issued upon exercise of outstanding options, warrants and rights
 
 
(ii)
Weighted-average exercise price of outstanding options, warrants and rights
 
(iii)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (i))
Equity compensation plans approved by security holders
 
1,178,073

(a)
 
18.09

 
1,707,134

Equity compensation plans not approved by security holders
 

 
 
   n/a

 

Total
 
1,178,073

 
 
18.09

 
1,707,134