UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

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

For Quarterly Period Ended: September 30, 2013

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 of Incorporation)	(I.R.S. Employer Identification No.)

2701 Spruce Street, Quincy, IL 62301

(Address of principal executive offices, including Zip Code)

(217) 228-6011

(Registrant’s telephone number, including area code)

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 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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

	Shares Outstanding at
Class	October 21, 2013
Common stock, no par value per share	53,550,422

TITAN INTERNATIONAL, INC.

TABLE OF CONTENTS

		Page
Part I.	Financial Information
Item 1.	Financial Statements (Unaudited)
	Consolidated Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2013 and 2012	1
	Consolidated Condensed Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2013 and 2012	2
	Consolidated Condensed Balance Sheets as of September 30, 2013, and December 31, 2012	3
	Consolidated Condensed Statement of Changes in Equity for the Nine Months Ended September 30, 2013	4
	Consolidated Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012	5
	Notes to Consolidated Condensed Financial Statements	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 4.	Controls and Procedures	44
Part II.	Other Information
Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 6.	Exhibits	45
	Signatures	45

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TITAN INTERNATIONAL, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

(All amounts in thousands, except per share data)

	Three months ended						Nine months ended
	September 30,						September 30,
	2013			2012			2013			2012
Net sales	$	497,510		$	404,719		$	1,669,188		$	1,327,040
Cost of sales	435,004			337,558			1,423,276			1,084,430
Gross profit	62,506			67,161			245,912			242,610
Selling, general and administrative expenses	38,731			25,497			124,827			79,742
Research and development expenses	2,778			1,759			8,281			4,456
Royalty expense	3,942			3,739			10,960			8,740
Supply agreement termination income	—			—			—			(26,134		)
Income from operations	17,055			36,166			101,844			175,806
Interest expense	(12,414		)	(6,187		)	(35,924		)	(18,699		)
Convertible debt conversion charge	—			—			(7,273		)	—
Gain on earthquake insurance recovery	—			—			22,451			—
Other income	8,722			2,439			7,712			6,163
Income before income taxes	13,363			32,418			88,810			163,270
Provision for income taxes	5,711			13,589			38,913			64,722
Net income	7,652			18,829			49,897			98,548
Net loss attributable to noncontrolling interests	(441		)	(750		)	(888		)	(506		)
Net income attributable to Titan	$	8,093		$	19,579		$	50,785		$	99,054
Earnings per common share:
Basic	$	.15		$	.46		$	.96		$	2.35
Diluted	$	.15		$	.39		$	.89		$	1.92
Average common shares and equivalents outstanding:
Basic	53,440			42,180			52,900			42,148
Diluted	59,391			53,326			59,444			53,315
Dividends declared per common share:	$	.005		$	.005		$	.015		$	.015

See accompanying Notes to Consolidated Financial Statements.

1

TITAN INTERNATIONAL, INC.

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(All amounts in thousands)

	Three months ended
	September 30,
	2013			2012
Net income	$	7,652		$	18,829
Unrealized loss on investments, net of tax of $0 and $208, respectively	—			(353		)
Currency translation adjustment, net	854			(1,247		)
Pension liability adjustments, net of tax of $557 and $491, respectively	969			836
Comprehensive income	9,475			18,065
Net comprehensive loss attributable to noncontrolling interests	(85		)	(1,104		)
Comprehensive income attributable to Titan	$	9,560		$	19,169

	Nine months ended
	September 30,
	2013			2012
Net income	$	49,897		$	98,548
Unrealized loss on investments, net of tax of $0 and $9, respectively	(3		)	(16		)
Currency translation adjustment, net	(24,513		)	(5,816		)
Pension liability adjustments, net of tax of $1,670 and $1,473, respectively	2,990			2,508
Comprehensive income	28,371			95,224
Net comprehensive loss attributable to noncontrolling interests	(3,243		)	(859		)
Comprehensive income attributable to Titan	$	31,614		$	96,083

See accompanying Notes to Consolidated Financial Statements.

2

TITAN INTERNATIONAL, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)

(All amounts in thousands, except share data)

	September 30,			December 31,
Assets	2013			2012
Current assets
Cash and cash equivalents	$	447,456		$	189,114
Accounts receivable, net	290,247			297,798
Inventories	375,893			366,385
Deferred income taxes	33,133			50,558
Prepaid and other current assets	97,292			92,268
Total current assets	1,244,021			996,123
Property, plant and equipment, net	561,706			568,344
Goodwill	22,534			24,941
Deferred income taxes	7,241			8,383
Other assets	112,259			112,444
Total assets	$	1,947,761		$	1,710,235
Liabilities and Equity
Current liabilities
Short-term debt	$	104,884		$	145,801
Accounts payable	195,123			180,065
Other current liabilities	153,476			141,214
Total current liabilities	453,483			467,080
Long-term debt	637,388			441,438
Deferred income taxes	47,216			62,259
Other long-term liabilities	98,632			107,096
Total liabilities	1,236,719			1,077,873
Equity
Titan stockholders' equity
Common stock (no par, 120,000,000 shares authorized, 55,253,092 and 50,350,048 issued,   respectively)	—			—
Additional paid-in capital	557,467			507,199
Retained earnings	223,389			173,407
Treasury stock (at cost, 1,712,557 and 1,787,844 shares, respectively)	(15,769		)	(16,445		)
Treasury stock reserved for deferred compensation	(1,075		)	(1,075		)
Accumulated other comprehensive loss	(75,640		)	(56,469		)
Total Titan stockholders’ equity	688,372			606,617
Noncontrolling interests	22,670			25,745
Total equity	711,042			632,362
Total liabilities and equity	$	1,947,761		$	1,710,235

See accompanying Notes to Consolidated Financial Statements.

3

TITAN INTERNATIONAL, INC.

CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)

(All amounts in thousands, except share data)

	Number of common shares	Additional paid-in capital			Retained earnings			Treasury stock			Treasury stock  reserved for deferred compensation			Accumulated other comprehensive income (loss)			Total Titan Equity			Noncontrolling interest			Total Equity
Balance January 1, 2013	48,562,204	$	507,199		$	173,407		$	(16,445	)	$	(1,075	)	$	(56,469	)	$	606,617		$	25,745		$	632,362
Net income					50,785												50,785			(888		)	49,897
Currency translation adjustment														(22,158		)	(22,158		)	(2,355		)	(24,513		)
Pension liability adjustments, net of tax														2,990			2,990						2,990
Unrealized loss on investment														(3		)	(3		)				(3		)
Dividends on common stock					(803		)										(803		)				(803		)
Note conversion	4,903,044	45,903															45,903						45,903
Exercise of stock options	49,967	414						449									863						863
Acquisition																	—			168			168
Stock-based compensation		3,727															3,727						3,727
Tax benefit related to stock-based compensation		(46		)													(46		)				(46		)
Issuance of treasury stock under 401(k) plan	25,320	270						227									497						497
Balance September 30, 2013	53,540,535	$	557,467		$	223,389		$	(15,769	)	$	(1,075	)	$	(75,640	)	$	688,372		$	22,670		$	711,042

See accompanying Notes to Consolidated Financial Statements.

4

TITAN INTERNATIONAL, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

(All amounts in thousands)

	Nine months ended September 30,
Cash flows from operating activities:	2013			2012
Net income	$	49,897		$	98,548
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization	56,333			35,865
Amortization of debt premium	(2,185		)	—
Deferred income tax provision	(6,860		)	6,906
Convertible debt conversion charge	7,273			—
Gain on earthquake insurance recovery	(22,451		)	—
Supply agreement termination income	—			(26,134		)
Stock-based compensation	3,727			2,959
Excess tax benefit from stock options exercised	46			(185		)
Insurance proceeds	35,808			—
Issuance of treasury stock under 401(k) plan	497			453
(Increase) decrease in assets:
Accounts receivable	(1,022		)	(24,099		)
Inventories	(18,599		)	(36,921		)
Prepaid and other current assets	(24,687		)	(17,619		)
Other assets	5,924			3,699
Increase (decrease) in liabilities:
Accounts payable	23,302			25,893
Other current liabilities	23,218			4,786
Other liabilities	1,968			10,937
Net cash provided by operating activities	132,189			85,088
Cash flows from investing activities:
Capital expenditures	(54,956		)	(36,319		)
Acquisitions, net of cash acquired	(1,670		)	(32,760		)
Additional equity investment in Wheels India	(8,017		)	—
Insurance proceeds	2,879			—
Other	1,342			636
Net cash used for investing activities	(60,422		)	(68,443		)
Cash flows from financing activities:
Proceeds from borrowings	345,313			—
Payment on debt	(162,040		)	(14,434		)
Term loan borrowing	25,880			4,378
Convertible note conversion	(14,090		)	—
Proceeds from exercise of stock options	863			925
Excess tax benefit from stock options exercised	(46		)	185
Payment of financing fees	(5,520		)	—
Dividends paid	(778		)	(634		)
Net cash provided by (used for) financing activities	189,582			(9,580		)
Effect of exchange rate changes on cash	(3,007		)	(1,345		)
Net increase in cash and cash equivalents	258,342			5,720
Cash and cash equivalents, beginning of period	189,114			129,170
Cash and cash equivalents, end of period	$	447,456		$	134,890
Supplemental information:
Interest paid	$	18,484		$	15,330
Income taxes paid	$	56,523		$	63,669
Noncash investing and financing information:
Issuance of common stock for convertible debt payment	$	45,903		$	—

 See accompanying Notes to Consolidated Financial Statements.

5

TITAN INTERNATIONAL, INC.

Notes to Consolidated Condensed Financial Statements

(Unaudited)

1. ACCOUNTING POLICIES

In the opinion of Titan International, Inc. (Titan or the Company), the accompanying unaudited consolidated condensed financial statements contain all adjustments, which are normal and recurring in nature and necessary for a fair statement of the Company's financial position as of September 30, 2013, and the results of operations and cash flows for the three and nine months ended September 30, 2013 and 2012.

Accounting policies have continued without significant change and are described in the Description of Business and Significant Accounting Policies contained in the Company's 2012 Annual Report on Form 10-K. These interim financial statements have been prepared pursuant to the Securities and Exchange Commission's rules for Form 10-Q's and, therefore, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's 2012 Annual Report on Form 10-K.

Sales

Sales and revenues are presented net of sales taxes and other related taxes.

Fair value of financial instruments

The Company records all financial instruments, including cash and cash equivalents, accounts receivable, notes receivable, accounts payable, other accruals and notes payable at cost, which approximates fair value due to their short term or stated rates.  Investments in marketable equity securities are recorded at fair value.  The 7.875% senior secured notes due 2017 (senior secured notes) and 5.625% convertible senior subordinated notes due 2017 (convertible notes) are carried at cost of $543.1 million and $60.2 million at September 30, 2013, respectively. The fair value of the senior secured notes at September 30, 2013, as obtained through an independent pricing source, was approximately $577.1 million.

Cash dividends

The Company declared cash dividends of $.005 and $.015 per share of common stock for each of the three and nine months ended September 30, 2013, and 2012. The third quarter 2013 cash dividend of $.005 per share of common stock was paid October 15, 2013, to stockholders of record on September 30, 2013.

Interest paid

Titan paid $2.1 million and $3.5 million for interest for the quarters ended September 30, 2013 and 2012, respectively, and $18.5 million and $15.3 million for interest for the nine months ended September 30, 2013 and 2012, respectively.

Income taxes paid

Titan paid $18.5 million and $16.7 million for income taxes for the quarters ended September 30, 2013 and 2012, respectively, and $56.5 million and $63.7 million for income taxes for the nine months ended September 30, 2013 and 2012, respectively.

Use of estimates

The policies utilized by the Company in the preparation of the financial statements conform to accounting principles generally accepted in the United States of America and require management to make estimates, assumptions and judgments that affect the reported amount of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual amounts could differ from these estimates and assumptions.

Reclassification

Certain amounts from prior years have been reclassified to conform to the current year's presentation.

Subsequent Events

The Company has evaluated subsequent events and transactions for potential recognition or disclosure in the financial statements through the date of issuance of the financial statements.

6

TITAN INTERNATIONAL, INC.

Notes to Consolidated Condensed Financial Statements

(Unaudited)

2. ACQUISITIONS

Acquisition of Titan Europe Plc.

On October 31, 2012, Titan acquired over 97% of the outstanding stock of Titan Europe Plc (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". The Titan Europe acquisition allowed the Company to expand its global presence and expand its product line. 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 based on Titan Europe's stock price on the AIM market in London. 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 Plc gain in the consolidated statement of operations. This gain was previously recorded in other comprehensive income.

The purchase price was allocated to the assets acquired and liabilities assumed based on their fair values. Inventory was valued using the comparative sales method. Real and personal property was valued at fair value. The Company continues to evaluate the preliminary purchase price allocation, primarily the value of certain deferred taxes and property, plant & equipment, and may revise the purchase price allocation in future periods as these estimates are finalized.

The purchase price allocation of the Titan Europe acquisition consisted of the following (amounts in thousands):

Cash	$	39,122
Accounts receivable	128,585
Inventories	178,407
Deferred income taxes - current asset	22,068
Prepaid & other current assets	21,745
Earthquake insurance receivable	17,024
Property, plant & equipment	217,309
Investment in Wheels India Limited	36,804
Other assets	8,414
Short term debt	(96,822		)
Accounts payable	(142,752		)
Other current liabilities	(56,391		)
Long term debt	(158,183		)
Deferred income taxes - noncurrent liability	(12,636		)
Other noncurrent liabilities	(31,874		)
Net assets acquired	$	170,820

The purchase price allocation 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. Titan Europe's wheel manufacturing facility in Finale Emilia, Italy experienced damage from an earthquake in May 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 US owned by Titan and competitors.  In the second quarter of 2013, Titan received a final insurance settlement payment of $38.7 million. As a result of this information, Titan has recorded an earthquake insurance receivable of $17.0 million, decreased the current deferred income taxes by $5.3 million, and recorded a bargain purchase gain of $11.7 million for the year ended December 31, 2012.

7

TITAN INTERNATIONAL, INC.

Notes to Consolidated Condensed Financial Statements

(Unaudited)

Pro forma financial information

The following unaudited pro forma financial information gives effect to the acquisition of Titan Europe Plc as if the acquisition had taken place on January 1, 2012. The pro forma financial information for Titan Europe Plc was derived from the historical accounting records of Titan Europe. The Titan Europe results were adjusted to reflect additional depreciation.

Pro forma financial information is as follows (in thousands, except per share data):

	Nine Months ended September 30, 2012
Net sales	$	1,876,691
Net income	101,801
Net income attributable to Titan	102,307
Basic earnings per share	$	2.11
Diluted earnings per share	1.77

The pro forma information is presented for illustrative purposes only and may not be indicative of the results that would have been obtained had the acquisition actually occurred on January 1, 2012, nor is it necessarily indicative of Titan's future consolidated results of operations or financial position.

3. ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following (amounts in thousands):

	September 30, 2013			December 31, 2012
Accounts receivable	$	299,063		$	302,928
Allowance for doubtful accounts	(8,816		)	(5,130		)
Accounts receivable, net	$	290,247		$	297,798

Accounts receivable are reduced by an allowance for doubtful accounts which is based on historical losses.

4. INVENTORIES

Inventories consisted of the following (amounts in thousands):

	September 30, 2013			December 31, 2012
Raw material	$	134,229		$	153,308
Work-in-process	59,214			69,030
Finished goods	189,566			154,785
	383,009			377,123
Adjustment to LIFO basis	(7,116		)	(10,738		)
	$	375,893		$	366,385

At September 30, 2013, approximately 12% of the Company's inventories were valued under the last-in, first-out (LIFO) method. At December 31, 2012, approximately 16% of the Company's inventories were valued under the LIFO method. The remaining inventories were valued under the first-in, first-out (FIFO) method or average cost method. All inventories are valued at lower of cost or market. The LIFO reserve decreased primarily as a result of the composition of inventory. An overall increase in raw material relative to total inventory resulted in a greater decrease in the FIFO cost versus the LIFO cost.

8

TITAN INTERNATIONAL, INC.

Notes to Consolidated Condensed Financial Statements

(Unaudited)

5. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, net consisted of the following (amounts in thousands):

	September 30, 2013			December 31, 2012
Land and improvements	$	66,511		$	66,012
Buildings and improvements	193,393			192,135
Machinery and equipment	581,591			555,261
Tools, dies and molds	106,094			117,341
Construction-in-process	47,776			49,136
	995,365			979,885
Less accumulated depreciation	(433,659		)	(411,541		)
	$	561,706		$	568,344

Depreciation on fixed assets for the nine months ended September 30, 2013 and 2012, totaled $53.0 million and $34.1 million, respectively.

Included in the total building and improvements are capital leases of $4.6 million and $4.5 million at September 30, 2013, and December 31, 2012, respectively. Included in the total of machinery and equipment are capital leases of $39.7 million and $36.0 million at September 30, 2013, and December 31, 2012, respectively.

6. GOODWILL AND INTANGIBLE ASSETS

Changes in goodwill consisted of the following (amounts in thousands):

	2013									2012
				Earthmoving/									Earthmoving/
	Agricultural			Construction						Agricultural			Construction
	Segment			Segment			Total			Segment			Segment			Total
Goodwill balance, January 1	$	11,522		$	13,419		$	24,941		$	19,841		$	—		$	19,841
Acquisitions	—			—			—			—			13,982			13,982
Acquisition adjustment	—			—			—			(7,289		)	—			(7,289		)
Foreign currency translation	(1,040		)	(1,367		)	(2,407		)	(957		)	(193		)	(1,150		)
Goodwill balance, September 30	$	10,482		$	12,052		$	22,534		$	11,595		$	13,789		$	25,384

The Company's agricultural segment goodwill balance is related to the acquisition of Goodyear's Latin American farm tire business which included the Sao Paulo, Brazil manufacturing facility. The Company's earthmoving/construction goodwill balance is related to the acquisition of Planet Group in August 2012. The Company reviews goodwill for impairment during the fourth quarter of each annual reporting period, and whenever events and circumstances indicate that the carrying values may not be recoverable. The Company's consumer segment does not have any recorded goodwill.

9

TITAN INTERNATIONAL, INC.

Notes to Consolidated Condensed Financial Statements

(Unaudited)

The components of intangible assets consisted of the following (amounts in thousands):

	Weighted- Average Useful Lives (in Years)	September 30, 2013		December 31, 2012
Amortizable intangible assets:
Customer relationships	13.8	17,457		19,357
Patents, trademarks and other	2.0	3,466		3,658
Total at cost		20,923		23,015
Less accumulated amortization		(3,470	)	(1,807	)
		17,453		21,208

Amortization related to intangible assets for the nine months ended September 30, 2013 and 2012, totaled $1.7 million and $0.5 million, respectively. Intangible assets are included as a component of other assets in the consolidated condensed balance sheet.

The estimated aggregate amortization expense at September 30, 2013, is as follows (amounts in thousands):

October 1 - December 31, 2013	$	534
2014	2,143
2015	1,764
2016	1,180
2017	1,118
Thereafter	10,714
	$	17,453

7. WARRANTY

Changes in the warranty liability consisted of the following (amounts in thousands):

	2013			2012
Warranty liability, January 1	$	27,482		$	17,659
Provision for warranty liabilities	35,134			23,036
Warranty payments made	(28,049		)	(18,282		)
Warranty liability, September 30	$	34,567		$	22,413

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.  Warranty accruals are included as a component of other current liabilities on the Consolidated Condensed Balance Sheets.

10

TITAN INTERNATIONAL, INC.

Notes to Consolidated Condensed Financial Statements

(Unaudited)

8. REVOLVING CREDIT FACILITY AND LONG-TERM DEBT

Long-term debt consisted of the following (amounts in thousands):

	September 30, 2013		December 31, 2012
7.875% senior secured notes due 2017 - Issued 2013	$	325,000	$	—
Unamortized premium based on 7.875% senior secured notes issued 2013	18,128		—
7.875% senior secured notes due 2017 - Issued 2010	200,000		200,000
European credit facilities	78,301		202,097
5.625% convertible senior subordinated notes due 2017	60,161		112,881
Other debt	58,082		69,151
Capital leases	2,600		3,110
	742,272		587,239
Less amounts due within one year	104,884		145,801
	$	637,388	$	441,438

Aggregate maturities of long-term debt at September 30, 2013, were as follows (amounts in thousands):

September 1 - December 31, 2013	$	101,397
2014	19,753
2015	10,041
2016	18,963
2017	589,621
Thereafter	2,497
	$	742,272

7.875% senior secured notes due 2017

The Company’s 7.875% senior secured notes (senior secured notes) are due October 2017.  These notes are secured by the land and buildings of the following subsidiaries of the Company:  Titan Tire Corporation, Titan Tire Corporation of Bryan, Titan Tire Corporation of Freeport and Titan Wheel Corporation of Illinois.  The Company’s senior secured notes outstanding balance was $525.0 million at September 30, 2013 including $200.0 million issued in 2010 and $325.0 million issued in 2013. The 2013 amount was issued at a premium. Otherwise, all the notes have the same terms. The senior secured notes issued in 2013 have an imputed interest rate of 6.277% and an unamortized premium balance of $18.1 million at September 30, 2013. See Note 23 for additional information.

Titan Europe credit facilities

The Titan Europe credit facilities contain borrowings from various institutions totaling $78.3 million at September 30, 2013. Maturity dates on this debt range from less than one year to eleven years and interest rates range from 2% to 6.9%. The European facilities are secured by the assets of select European subsidiaries.

11

TITAN INTERNATIONAL, INC.

Notes to Consolidated Condensed Financial Statements

(Unaudited)

5.625% convertible senior subordinated notes due 2017

The Company’s 5.625% convertible senior subordinated notes (convertible notes) are due January 2017.   The initial base conversion rate for the convertible notes is 93.0016 shares of Titan common stock per $1,000 principal amount of convertible notes, equivalent to an initial base conversion price of approximately $10.75 per share of Titan common stock.  If the price of Titan common stock at the time of determination exceeds the base conversion price, the base conversion rate will be increased by an additional number of shares (up to 9.3002 shares of Titan common stock per $1,000 principal amount of convertible notes) as determined pursuant to a formula described in the indenture.  The base conversion rate will be subject to adjustment in certain events.  The Company’s convertible notes balance was $60.2 million at September 30, 2013.

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 related to debt conversions.

Revolving credit facility

The Company’s $150 million revolving credit facility (credit facility) with agent Bank of America, N.A. has a December 2017 termination date and is collateralized by the accounts receivable and inventory of certain Titan domestic subsidiaries.  During the first nine months of 2013 and at September 30, 2013, there were no borrowings under the credit facility.

Other debt

Brazil Revolving Line of Credit

The Company's wholly-owned Brazilian subsidiary, Titan Pneus Do Brasil Ltda (Titan Brazil), has a revolving line of credit (Brazil line of credit) established with Bank of America Merrill Lynch Banco Multiplo S.A. in May 2011. Titan Brazil could borrow up to 16.0 million Brazilian Reais, which equates to approximately $7.1 million dollars as of September 30, 2013, for working capital purposes. Under the terms of the Brazil line of credit, borrowings, if any, bear interest at a rate of 1 month LIBOR plus 247 basis points. During the first nine months of 2013 and at September 30, 2013 there were no borrowings outstanding on this line of credit.

Brazil Other Debt

Titan Brazil has working capital loans for the Sao Paulo, Brazil manufacturing facility totaling $9.2 million at September 30, 2013.

Australia Other Debt

Titan National Australia Holdings has capital leases totaling $1.1 million at September 30, 2013.

Titan Europe Other Debt

Titan Europe has overdraft facilities totaling $47.7 million at September 30, 2013.

Titan Europe Capital Leases

Titan Europe has capital lease obligations totaling $2.6 million at September 30, 2013.

12

TITAN INTERNATIONAL, INC.

Notes to Consolidated Condensed Financial Statements

(Unaudited)

9. DERIVATIVE FINANCIAL INSTRUMENTS

Prior to the April 2013 payoff of the Brazil Term Loan with Bank of America, N.A. (BoA Term Loan), the Company used financial derivatives to mitigate its exposure to volatility in the interest rate and foreign currency exchange rate in Brazil. The Company used these derivative instruments to hedge exposure in the ordinary course of business and did not invest in derivative instruments for speculative purposes. In order to reduce interest rate and foreign currency risk on the BoA Term Loan, the Company entered into an interest rate swap agreement and cross currency swap transactions with Bank of America Merrill Lynch Banco Multiplo S.A. that was designed to convert the outstanding $5.0 million US Dollar based LIBOR loan to a Brazilian Reais based CDI loan. The Company did not designate these agreements as a hedging instrument. Changes in the fair value of the cross currency swap were recorded in other income/expense and changes in the fair value of the interest rate swap agreement were recorded as interest expense (or gain as an offset to interest expense). For the nine months ended September 30, 2013, the Company recorded $0.6 million of other expense and $0.1 million of interest expense related to these derivatives.

The Company also used derivative financial instruments to manage its exposure to market risks from changes in interest rates in Europe. These derivative financial instruments are recognized at fair value. The Company has not designated these financial instruments as hedging instruments. Any gain or loss on the re-measurement of the fair value is taken to interest expense. For the three months ended September 30, 2013, the Company recorded interest expense of $0.1 million related to these derivatives. For the nine months ended September 30, 2013, the Company recorded an offset to interest expense of $1.0 million related to these derivatives.

10. LEASE COMMITMENTS

The Company leases certain buildings and equipment under operating leases.  Certain lease agreements provide for renewal options, fair value purchase options, and payment of property taxes, maintenance and insurance by the Company. 

At September 30, 2013, future minimum rental commitments under noncancellable operating leases with initial terms of at least one year were as follows (amounts in thousands):

October 1 - December 31, 2013	$	1,302
2014	7,429
2015	4,801
2016	3,814
2017	2,368
Thereafter	3,943
Total future minimum lease payments	$	23,657

At September 30, 2013, the Company had assets held as capital leases with a net book value of $9.1 million included in property, plant and equipment. Total future capital lease obligations relating to these leases are as follows (amounts in thousands):

October 1 - December 31, 2013	$	679
2014	1,374
2015	892
2016	480
2017	200
Thereafter	103
Total future capital lease obligation payments	3,728
Less amount representing interest	(174		)
Present value of future capital lease obligation payments	$	3,554

13

TITAN INTERNATIONAL, INC.

Notes to Consolidated Condensed Financial Statements

(Unaudited)

11. EMPLOYEE BENEFIT PLANS

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. The Company also sponsors four 401(k) retirement savings plans in the U.S. and a number of defined contribution plans at foreign subsidiaries. The Company contributed approximately $3.8 million to the pension plans during the nine months ended September 30, 2013 and expects to contribute approximately $1.7 million to the pension plans during the remainder of 2013.

The components of net periodic pension cost consisted of the following (amounts in thousands):

	Three months ended						Nine months ended
	September 30,						September 30,
	2013			2012			2013			2012
Service cost	$	275		$	—		$	665		$	—
Interest cost	1,352			1,133			4,031			3,399
Expected return on assets	(1,381		)	(1,252		)	(4,143		)	(3,756		)
Amortization of unrecognized prior service cost	34			34			103			102
Amortization of net unrecognized loss	1,314			1,293			3,942			3,879
Net periodic pension cost	$	1,594		$	1,208		$	4,598		$	3,624

12. ROYALTY EXPENSE

The Company has a trademark license agreement with Goodyear 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 for seven years as 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 recorded were $3.9 million and $3.7 million for the quarters ended September 30, 2013 and 2012, respectively. Royalty expenses were $11.0 million and $8.7 million for the nine months ended September 30, 2013 and 2012, respectively.

13. SUPPLY AGREEMENT TERMINATION INCOME

Supply agreement termination income consisted of the following (amounts in thousands):

	Three months ended				Nine months ended
	September 30,				September 30,
	2013		2012		2013		2012
Supply agreement termination income	$	—	$	—	$	—	$	26,134

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.

14

TITAN INTERNATIONAL, INC.

Notes to Consolidated Condensed Financial Statements

(Unaudited)

14. GAIN ON EARTHQUAKE INSURANCE RECOVERY

Gain on earthquake insurance recovery consisted of the following (amounts in thousands):

	Three months ended				Nine months ended
	September 30,				September 30,
	2013		2012		2013		2012
Gain on earthquake insurance recovery	$	—	$	—	$	22,451	$	—

Titan Europe's wheel manufacturing facility in Finale Emilia, Italy experienced damage from an earthquake in May 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 US 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.

15. OTHER INCOME

Other income consisted of the following (amounts in thousands):

	Three months ended				Nine months ended
	September 30,				September 30,
	2013		2012		2013			2012
Currency exchange gain (loss)	$	5,678	$	250	$	(976	)	$	(206	)
Wheels India Limited equity gain	826		—		1,101			—
Discount amortization on prepaid royalty	780		910		2,483			2,882
Interest income	594		372		2,525			757
Investment gain (loss) related to contractual obligation investments	497		492		590			1,287
Other income	180		224		1,418			889
Building rental income	167		191		571			554
	$	8,722	$	2,439	$	7,712		$	6,163

The Company's investment in Wheels India Limited increased from 35.9% to 41.7% during the second quarter of 2013.

16. INCOME TAXES

The Company recorded income tax expense of $5.7 million and $38.9 million for the three and nine months ended September 30, 2013, respectively, as compared to $13.6 million and $64.7 million for the three and nine months ended September 30, 2012. The Company's effective income tax rate was 44% and 40% for the nine months ended September 30, 2013 and 2012, respectively.

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 bond repurchase.

15

TITAN INTERNATIONAL, INC.

Notes to Consolidated Condensed Financial Statements

(Unaudited)

Accounting standards for income taxes provide that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination. The Company's unrecognized tax benefits were $20.0 million and $14.3 million as of September 30, 2013 and December 31, 2012, respectively. As of September 30, 2013, $16.0 million would affect income tax expense if recognized. The majority of the increase in unrecognized tax benefits relates to potential state tax exposures. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. The amount of accrued interest and penalties included in the unrecognized tax benefits at September 30, 2013 and December 31, 2012 was $3.3 million and $2.4 million, respectively.

17. EARNINGS PER SHARE

Earnings per share (EPS) were as follows (amounts in thousands, except per share data):

	Three months ended
	September 30, 2013					September 30, 2012
	Titan Net income		Weighted- average shares	Per share  amount		Titan Net income		Weighted- average shares	Per share  amount
Basic earnings per share	$	8,093	53,440	$	0.15	$	19,579	42,180	$	0.46
Effect of stock options/trusts	—		207			—		237
Effect of convertible notes	610		5,744			1,143		10,909
Diluted earnings per share	$	8,703	59,391	$	0.15	$	20,722	53,326	$	0.39

	Nine months ended
	September 30, 2013					September 30, 2012
	Titan Net income		Weighted- average shares	Per share  amount		Titan Net income		Weighted- average shares	Per share  amount
Basic earnings per share	$	50,785	52,900	$	0.96	$	99,054	42,148	$	2.35
Effect of stock options/trusts	—		265			—		258
Effect of convertible notes	1,991		6,279			3,429		10,909
Diluted earnings per share	$	52,776	59,444	$	0.89	$	102,483	53,315	$	1.92

There were no stock options/trusts or convertible notes that were antidilutive for the periods presented.

18. LITIGATION

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.

16

TITAN INTERNATIONAL, INC.

Notes to Consolidated Condensed Financial Statements

(Unaudited)

19. SEGMENT INFORMATION

The table below presents information about certain revenues and income from operations used by the chief executive officer of the Company for the three and nine months ended September 30, 2013 and 2012 (amounts in thousands):

	Three months ended						Nine months ended
	September 30,						September 30,
	2013			2012			2013			2012
Revenues from external customers
Agricultural	$	273,301		$	246,578		$	907,797		$	831,376
Earthmoving/construction	168,964			103,135			586,806			318,244
Consumer	55,245			55,006			174,585			177,420
	$	497,510		$	404,719		$	1,669,188		$	1,327,040
Gross profit
Agricultural	$	48,346		$	48,091		$	158,566		$	173,684
Earthmoving/construction	11,283			18,689			75,598			60,598
Consumer	3,363			1,016			13,841			10,488
Unallocated corporate	(486		)	(635		)	(2,093		)	(2,160		)
	$	62,506		$	67,161		$	245,912		$	242,610
Income from operations
Agricultural	$	37,762		$	41,740		$	125,063		$	156,965
Earthmoving/construction	(1,833		)	13,468			27,365			51,385
Consumer	55			(234		)	4,224			30,284
Unallocated corporate	(18,929		)	(18,808		)	(54,808		)	(62,828		)
Income from operations	17,055			36,166			101,844			175,806
Interest expense	(12,414		)	(6,187		)	(35,924		)	(18,699		)
Convertible debt conversion charge	—			—			(7,273		)	—
Gain on earthquake insurance recovery	—			—			22,451			—
Other income, net	8,722			2,439			7,712			6,163
Income before income taxes	$	13,363		$	32,418		$	88,810		$	163,270

Assets by segment were as follows (amounts in thousands):

	September 30, 2013		December 31, 2012
Total assets
Agricultural	$	698,905	$	630,222
Earthmoving/construction	788,578		851,995
Consumer	143,559		142,341
Unallocated corporate	316,719		85,677
	$	1,947,761	$	1,710,235

17

TITAN INTERNATIONAL, INC.

Notes to Consolidated Condensed Financial Statements

(Unaudited)

20. FAIR VALUE MEASUREMENTS

Accounting standards for fair value measurements establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.  These tiers are defined as:

Level 1 – Quoted prices in active markets for identical instruments.

Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable.

Level 3 – Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Assets and liabilities measured at fair value on a recurring basis consisted of the following (amounts in thousands):

	September 30, 2013										December 31, 2012
	Total			Level 1		Level 2			Level 3		Total			Level 1		Level 2			Level 3
Contractual obligation investments	$	7,998		$	7,998	$	—		$	—	$	7,408		$	7,408	$	—		$	—
Interest rate swap	—			—		—			—		1,048			—		1,048			—
Preferred stock	250			—		—			250		250			—		—			250
Derivative financial instruments liability	(135		)	—		(135		)	—		(7,376		)	—		(7,376		)	—
Total	$	8,113		$	7,998	$	(135	)	$	250	$	1,330		$	7,408	$	(6,328	)	$	250

The following table presents the changes during the periods presented in Titan's Level 3 investments that are measured at fair value on a recurring basis (amounts in thousands):

	Preferred stock
Balance at December 31, 2012	$	250
Total realized and unrealized gains and losses	—
Balance as of September 30, 2013	$	250

21. RELATED PARTY TRANSACTIONS

The Company sells products and pays commissions to companies controlled by persons related to the chief executive officer of the Company.  The related party is Mr. Fred Taylor and is Mr. Maurice Taylor’s brother.  The companies which Mr. Fred Taylor is associated with that do business with Titan include the following:  Blackstone OTR, LLC; FBT Enterprises; and OTR Wheel Engineering.  Sales of Titan products to these companies were approximately $0.9 million and $2.2 million for the three and nine months ended September 30, 2013, respectively, as compared to $0.6 million and $1.7 million for the three and nine months ended September 30, 2012. Titan had trade receivables due from these companies of approximately $0.4 million at September 30, 2013, and approximately $0.2 million at December 31, 2012.  On other sales referred to Titan from the above manufacturing representative companies, commissions were approximately $0.6 million and $1.9 million for the three and nine months ended September 30, 2013, respectively as compared to $0.6 million and $2.1 million for the three and nine months ended September 30, 2012.

The Company has a 41.7% equity stake in Wheels India Limited, a company incorporated in India and listed on the National Stock Exchange in India. The Company had trade payables due to Wheels India of approximately $0.4 million at December 31, 2012.

18

TITAN INTERNATIONAL, INC.

Notes to Consolidated Condensed Financial Statements

(Unaudited)

In the second quarter of 2013, the Company sold Titan Wheels Australia, a 100% owned subsidiary, to Titan National Australia Holdings, a 56% owned subsidiary operating as the Planet Corporation Group. The Company maintained financial control over Titan Wheels Australia and no gain or loss was recognized for the transaction.

22. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Accumulated other comprehensive income (loss) consisted of the following (amounts in thousands):

	Currency Translation Adjustments			Unrealized Gain (Loss) on Investments		Unrecognized Losses and Prior Service Cost			Total
Balance at July 1, 2013	$	(43,449	)	$	—	$	(33,658	)	$	(77,107	)
Other comprehensive income (loss) before
reclassifications	498			—		—			498
Reclassification adjustments:
Amortization of unrecognized losses and prior
service cost, net of tax of $(557)	—			—		969			969
Balance at September 30, 2013	$	(42,951	)	$	—	$	(32,689	)	$	(75,640	)

	Currency Translation Adjustments			Unrealized Gain (Loss) on Investments			Unrecognized Losses and Prior Service Cost			Total
Balance at January 1, 2013	$	(20,793	)	$	3		$	(35,679	)	$	(56,469	)
Other comprehensive income (loss) before
reclassifications	(22,158		)	(3		)	—			(22,161		)
Reclassification adjustments:
Amortization of unrecognized losses and prior
service cost, net of tax of $(1,670)	—			—			2,990			2,990
Balance at September 30, 2013	$	(42,951	)	$	—		$	(32,689	)	$	(75,640	)

23. SUBSEQUENT EVENTS

Voltyre-Prom Purchase

On October 4, 2013, Titan in partnership with One Equity Partners and the Russian Direct Investment Fund closed the acquisition of an 85% interest in Voltyre-Prom, a leading producer of agricultural and industrial tires in Volgograd, Russia, for approximately $94.0 million. Titan will act as operating partner with responsibility for Voltyre-Prom's daily operations on behalf of the consortium of which Titan holds a 30% interest.

6.875% Senior Secured Notes due 2020

On October 7, 2013, the Company closed on an offering of $400.0 million6.875% senior secured notes due 2020. Titan used the net proceeds from the offering towards financing the repurchase of the Company's 7.875% senior secured notes due 2017 including tender and consent payments, accrued interest and expenses associated therewith.

19

TITAN INTERNATIONAL, INC.

Notes to Consolidated Condensed Financial Statements

(Unaudited)

7.875% Senior Secured Notes due 2017 Tender Offer Settlement

On October 7, 2013, the Company elected to exercise its early settlement election in connection with a tender offer to purchase all of its 7.875% senior secured notes due 2017, and purchased $387.3 million, or approximately 73.8% of such notes. In connection with this transaction, Titan will record expenses of approximately $18 million in the fourth quarter of 2013. These expenses relate primarily to a tender and consent premium of $64.50 per $1,000 principal amount of the notes and unamortized deferred financing fees offset by unamortized premium on the notes. The tender offer expired October 21, 2013, with no additional notes tendered.

7.875% Senior Secured Notes due 2017 Redemption Call

On October 7, 2013, the Company announced a call for redemption for all 7.875% senior secured notes due 2017 that were not validly tendered by the expiration of the tender offer on October 21, 2013. The remaining notes will be redeemed on November 6, 2013. In connection with this transaction, Titan will record expenses of approximately $4 million in the fourth quarter of 2013. These expenses relate primarily to a redemption premium of $59.06 per $1,000 principal amount of the notes and unamortized deferred financing fees offset by unamortized premium on the notes.

24. SUBSIDIARY GUARANTOR FINANCIAL INFORMATION

The Company's 7.875% senior secured notes and 5.625% convertible senior subordinated notes are guaranteed by the following 100% owned subsidiaries of the Company: Titan Tire Corporation, Titan Tire Corporation of Bryan, Titan Tire Corporation of Freeport, and Titan Wheel Corporation of Illinois. The note guarantees are full and unconditional, joint and several obligations of the guarantors. The guarantees of the guarantor subsidiaries are subject to release in limited circumstances only upon the occurrence of certain customary conditions. The following condensed consolidating financial statements are presented using the equity method of accounting. Certain sales & marketing expenses recorded by non-guarantor subsidiaries have not been allocated to the guarantor subsidiaries.

(Amounts in thousands)	Consolidating Condensed Statements of Operations For the Three Months Ended September 30, 2013
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	256,252		$	241,258		$	—		$	497,510
Cost of sales	241			216,445			218,318			—			435,004
Gross profit (loss)	(241		)	39,807			22,940			—			62,506
Selling, general and administrative expenses	3,561			16,513			18,657			—			38,731
Research and development expenses	(17		)	1,423			1,372			—			2,778
Royalty expense	—			1,850			2,092			—			3,942
Income (loss) from operations	(3,785		)	20,021			819			—			17,055
Interest expense	(10,945		)	—			(1,469		)	—			(12,414		)
Intercompany interest income (expense)	2,469			—			(2,469		)	—			—
Other income	1,182			(117		)	7,657			—			8,722
Income (loss) before income taxes	(11,079		)	19,904			4,538			—			13,363
Provision for income taxes	(4,717		)	7,435			2,993			—			5,711
Equity in earnings of subsidiaries	14,014			—			4,827			(18,841		)	—
Net income (loss)	7,652			12,469			6,372			(18,841		)	7,652
Net loss noncontrolling interests	—			—			(441		)	—			(441		)
Net income (loss) attributable to Titan	$	7,652		$	12,469		$	6,813		$	(18,841	)	$	8,093

20

TITAN INTERNATIONAL, INC.

Notes to Consolidated Condensed Financial Statements

(Unaudited)

(Amounts in thousands)	Consolidating Condensed Statements of Operations For the Three Months Ended September 30, 2012
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	311,422	$	93,297		$	—		$	404,719
Cost of sales	253			246,275		91,030			—			337,558
Gross profit (loss)	(253		)	65,147		2,267			—			67,161
Selling, general and administrative expenses	(9,013		)	40,635		(6,125		)	—			25,497
Research and development expenses	155			1,604		—			—			1,759
Royalty expense	—			1,778		1,961			—			3,739
Income (loss) from operations	8,605			21,130		6,431			—			36,166
Interest expense	(6,012		)	—		(175		)	—			(6,187		)
Other income	1,163			364		912			—			2,439
Income (loss) before income taxes	3,756			21,494		7,168			—			32,418
Provision for income taxes	6,329			7,398		(138		)	—			13,589
Equity in earnings of subsidiaries	21,402			—		5,420			(26,822		)	—
Net income (loss)	18,829			14,096		12,726			(26,822		)	18,829
Net loss noncontrolling interests	—			—		(750		)	—			(750		)
Net income (loss) attributable to Titan	$	18,829		$	14,096	$	13,476		$	(26,822	)	$	19,579

(Amounts in thousands)	Consolidating Condensed Statements of Operations For the Nine Months Ended September 30, 2013
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
Net sales	$	—		$	903,628	$	765,560	$	—	$	1,669,188
Cost of sales	908			734,460		687,908		—		1,423,276
Gross profit (loss)	(908		)	169,168		77,652		—		245,912
Selling, general and administrative expenses	8,008			54,637		62,182		—		124,827
Research and development expenses	(35		)	4,136		4,180		—		8,281
Royalty expense	—			5,478		5,482		—