10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

R	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2013
	OR
£	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________________ to_____________________

Commission file number 001-34903

TOWER INTERNATIONAL, INC.

(Exact name of Registrant as specified in its charter)

Delaware	27-3679414
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
17672 Laurel Park Drive North Suite 400 E	48152
Livonia, Michigan	(Zip Code)
(Address of principal executive offices)

(248) 675-6000

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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, and (2) has been subject to such filing requirements for the past 90 days.

Yes R    No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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 such shorter period that the registrant was required to submit and post such files).

Yes R    No £

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12(b)-2 of the Securities and Exchange Act.

Large Accelerated Filer £ Accelerated Filer R Non-Accelerated Filer £ Smaller Reporting Company £

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12(b)-2 of the Securities and Exchange Act).

Yes £    No R

As of July 26, 2013, there were 20,427,421 shares of the registrant’s common stock, $0.01 par value per share, outstanding.

Tower International, Inc. and Subsidiaries

Form 10-Q

Table of Contents

		Page
PART I.  Financial Information
Item 1.	Financial Statements (unaudited):
	Condensed Consolidated Balance Sheets at June 30, 2013 and December 31, 2012	1
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2013 and 2012	2
	Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2013 and 2012	3
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2013 and 2012	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 4.	Controls and Procedures	44
PART II.  Other Information
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 5.	Other Information	45
Item 6.	Exhibits	46
Signatures
Exhibit Index
31.1	Rule 13a-14(a) Certification of the Chief Executive Officer
31.2	Rule 13a-14(a) Certification of the Chief Financial Officer
32.1	Section 1350 Certification of the Chief Executive Officer
32.2	Section 1350 Certification of the Chief Financial Officer
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Scheme Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

PART 1 — FINANCIAL INFORMATION

ITEM 1. Financial Statements.

TOWER INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS 

(Amounts in thousands, except share data - unaudited)

	June 30, 2013			December 31, 2012
ASSETS
Cash and cash equivalents	$	118,182		$	113,943
Restricted cash (Note 8)		45,150			-
Accounts receivable, net of allowance of $2,158 and $4,105		332,387			266,138
Inventories (Note 3)		80,511			81,336
Deferred tax asset - current		8,042			10,447
Prepaid tooling, notes receivable, and other		85,221			96,349
Total current assets		669,493			568,213
Property, plant, and equipment, net		522,600			573,148
Goodwill (Note 6)		63,684			64,793
Deferred tax asset - non-current		3,168			3,149
Other assets, net		40,281			28,819
Total assets	$	1,299,226		$	1,238,122
LIABILITIES AND STOCKHOLDERS' EQUITY
Short-term debt and current maturities of capital lease obligations (Note 8)	$	74,486		$	74,605
Accounts payable		311,882			264,897
Accrued liabilities		116,548			134,664
Total current liabilities		502,916			474,166
Long-term debt, net of current maturities (Note 8)		518,065			411,590
Obligations under capital leases, net of current maturities (Note 8)		10,055			10,783
Deferred tax liability - non-current		10,778			13,021
Pension liability (Note 10)		93,341			100,780
Other non-current liabilities		83,937			86,908
Total non-current liabilities		716,176			623,082
Total liabilities		1,219,092			1,097,248
Commitments and contingencies (Note 17)
Stockholders' Equity:
Tower International, Inc.'s stockholders' equity
Common stock, $0.01 par value, 350,000,000 authorized, 21,021,912 issued and 20,415,837 outstanding at June 30, 2013 and 20,830,425 issued and 20,247,134 outstanding at December 31, 2012		210			208
Additional paid in capital		324,951			321,032
Treasury stock, at cost, 606,075 shares as of June 30, 2013 and 583,291 shares as of December 31, 2012		(8,587	)		(8,297	)
Accumulated deficit		(279,775	)		(237,212	)
Accumulated other comprehensive loss (Note 11)		(20,152	)		(12,484	)
Total Tower International, Inc.'s stockholders' equity		16,647			63,247
Noncontrolling interests in subsidiaries		63,487			77,627
Total stockholders' equity		80,134			140,874
Total liabilities and stockholders' equity	$	1,299,226		$	1,238,122

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

1

TOWER INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except share and per share amounts - unaudited)

	Three Months Ended June 30,					Six Months Ended June 30,
	2013			2012		2013			2012
Revenues	$	555,878		$	554,952	$	1,090,018		$	1,084,643
Cost of sales		486,411			484,489		962,491			957,683
Gross profit		69,467			70,463		127,527			126,960
Selling, general, and administrative expenses		33,575			32,546		66,945			68,997
Amortization expense (Note 6)		656			1,142		1,488			2,319
Restructuring and asset impairment charges, net (Note 7)		14,651			2,833		17,331			4,767
Operating income		20,585			33,942		41,763			50,877
Interest expense		21,537			13,955		34,965			27,719
Interest income		341			179		615			473
Other expense (Note 8)		40,928			-		40,928			-
Income / (loss) before provision for income taxes and equity in loss of joint ventures		(41,539	)		20,166		(33,515	)		23,631
Provision for income taxes (Note 9)		3,644			12,524		7,134			14,666
Equity in loss of joint ventures, net of tax (Note 16)		(165	)		-		(165	)		-
Income / (loss) from continuing operations		(45,348	)		7,642		(40,814	)		8,965
Income from discontinued operations, net of tax (Note 4)		-			1,616		-			2,353
Net income / (loss)		(45,348	)		9,258		(40,814	)		11,318
Less: Net income / (loss) attributable to the noncontrolling interests		(237	)		1,600		1,749			3,034
Net income / (loss) attributable to Tower International, Inc.	$	(45,111	)	$	7,658	$	(42,563	)	$	8,284
Weighted average common shares outstanding
Basic		20,362,672			20,134,096		20,312,245			19,912,888
Diluted		20,362,672			20,328,764		20,312,245			20,494,535
Basic income / (loss) per share attributable to Tower International, Inc.:
Income / (loss) per share from continuing operations (Note 12)	$	(2.22	)	$	0.30	$	(2.10	)	$	0.30
Income per share from discontinued operations (Note 12)		-			0.08		-			0.12
Income / (loss) per share (Note 12)		(2.22	)		0.38		(2.10	)		0.42
Diluted income / (loss) per share attributable to Tower International, Inc.:
Income / (loss) per share from continuing operations (Note 12)	$	(2.22	)	$	0.30	$	(2.10	)	$	0.29
Income per share from discontinued operations (Note 12)		-			0.08		-			0.11
Income / (loss) per share (Note 12)		(2.22	)		0.38		(2.10	)		0.40

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

2

TOWER INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in thousands - unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Net income / (loss)	$	(45,348	)	$	9,258		$	(40,814	)	$	11,318
Other comprehensive Income / (loss), net of tax:
Foreign currency translation adjustments		88			(19,004	)		(7,355	)		(8,870	)
Unrealized gain on qualifying cash flow hedge, net		324			28			188			11
Other comprehensive income/ (loss)		412			(18,976	)		(7,167	)		(8,859	)
Comprehensive income / (loss)		(44,936	)		(9,718	)		(47,981	)		2,459
Less: Comprehensive income attributable to the noncontrolling interests		15			1,060			2,250			2,692
Comprehensive loss attributable to Tower International, Inc.	$	(44,951	)	$	(10,778	)	$	(50,231	)	$	(233	)

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

3

TOWER INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands - unaudited)

	Six Months Ended June 30,
	2013			2012
OPERATING ACTIVITIES:
Net income / (loss)	$	(40,814	)	$	11,318
Less:  Income from discontinued operations, net of tax		-			2,353
Income / (loss) from continuing operations		(40,814	)		8,965
Adjustments required to reconcile income / (loss) from continuing operations to net cash provided by operating activities:
Non-cash restructuring and asset impairments, net		11,006			-
Premium on notes redemption and other fees		40,928			-
Deferred income tax provision		103			10,326
Depreciation and amortization		48,637			44,715
Non-cash share-based compensation		2,413			7,357
Pension expense, net of contributions		(7,438	)		(7,030	)
Change in working capital and other operating items		(43,033	)		(34,387	)
Net cash provided by continuing operating activities	$	11,802		$	29,946
INVESTING ACTIVITIES:
Cash disbursed for purchases of property, plant, and equipment, net	$	(30,192	)	$	(60,589	)
Investment in joint venture		(6,293	)		-
Net proceeds from sale of property, plant, and equipment		9,100			-
Net cash used in continuing investing activities	$	(27,385	)	$	(60,589	)
FINANCING ACTIVITIES:
Purchase of treasury stock	$	(290	)	$	(3,165	)
Proceeds from borrowings		329,013			337,153
Repayments of  borrowings		(325,748	)		(300,600	)
Proceeds from borrowings on Term Loan Credit Facility		417,900			-
Partial redemption of notes		(318,992	)		-
Premium paid on partial redemption of notes and other fees		(40,928	)		-
Cash resticted for notes redemption		(45,150	)		-
Debt financing costs		(8,437	)		-
Proceeds from stock options exercised		1,506			-
Noncontrolling interest dividends		(4,477	)		-
Net cash provided by continuing financing activities	$	4,397		$	33,388
Discontinued operations:
Net cash from discontinued operating activities	$	-		$	(7,829	)
Net cash from discontinued investing activities		15,694			(14,952	)
Net cash from discontinued financing activities		-			7,893
Net cash from discontinued operations	$	15,694		$	(14,888	)
Effect of exchange rate changes on continuing cash and cash equivalents	$	(269	)	$	595
NET CHANGE IN CASH AND CASH EQUIVALENTS	$	4,239		$	(11,548	)
CASH AND CASH EQUIVALENTS:
Beginning of period	$	113,943		$	134,984
End of period	$	118,182		$	123,436
Supplemental Cash Flow Information:
Interest paid, net of amounts capitalized	$	30,145		$	25,853
Income taxes paid		6,503			6,946
Non-cash Activities:
Capital expenditures in liabilities for purchases of property, plant, and equipment	$	14,686		$	12,252

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

4

TOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1. Organization and Basis of Presentation

Tower International, Inc. and its subsidiaries (collectively referred to as the “Company” or “Tower International”) is a leading integrated global manufacturer of engineered structural metal components and assemblies, primarily serving automotive original equipment manufacturers (“OEMs”), including Volkswagen Group, Ford, Chrysler, Fiat, Volvo, Nissan, Daimler, Toyota, BMW, Honda, Chery, PSA, and Geely. Products include body-structure stampings, frame and other chassis structures, as well as complex welded assemblies for small and large cars, crossovers, pickups, and sport utility vehicles (“SUVs”). Including both wholly owned subsidiaries and majority owned subsidiaries, the Company has strategically located production facilities in Brazil, the United States, Belgium, Czech Republic, Germany, Italy, Poland, Slovakia, and China, supported by engineering and sales locations in Brazil, the United States, Germany, Italy, China, India, and Japan.

The accompanying Condensed Consolidated Financial Statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The information furnished in the Condensed Consolidated Financial Statements includes normal recurring adjustments and reflects all adjustments which are, in the opinion of management, necessary for a fair presentation of such financial statements. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the SEC. Although the Company believes that the disclosures are adequate to make the information presented not misleading, these Condensed Consolidated Financial Statements should be read in conjunction with the audited year-end financial statements and the notes thereto included in the most recent Annual Report on Form 10-K filed by the Company with the SEC. The interim results for the periods presented may not be indicative of the Company’s actual annual results.

On October 14, 2010, the Company completed its initial public offering (the “IPO”), whereby Tower Automotive, LLC was converted to a Delaware corporation named Tower International, Inc.

On December 28, 2012, the Company consummated the divestiture of its South Korean subsidiary. In accordance with FASB ASC No. 205, Discontinued Operations, the results of the Company’s South Korean subsidiary are presented as discontinued operations in the Company’s Condensed Consolidated Financial Statements. See note 4 for additional information.

Principles of Consolidation

The Condensed Consolidated Financial Statements include the accounts of the Company and all subsidiaries over which the Company exercises control. All intercompany transactions and balances have been eliminated upon consolidation.

Note 2. New Accounting Pronouncements Not Yet Adopted

As of June 30, 2013, the Company has adopted all accounting pronouncements affecting the Company.

5

Note 3. Inventories

Inventories are stated at the lower of cost or market. Cost is determined by the first-in, first-out (“FIFO”) method. In addition, the Company uses a valuation account for inventory obsolescence, which is not material for any period presented. Maintenance, repair, and non-productive inventory, which are considered consumables, are expensed when acquired in cost of sales. Inventories consist of the following (in thousands):

	June 30, 2013		December 31, 2012
Raw materials	$	34,209	$	32,781
Work in process		20,948		22,735
Finished goods		25,354		25,820
Total	$	80,511	$	81,336

Note 4. Discontinued Operations and Assets Held for Sale

On December 28, 2012, the Company’s subsidiaries, Tower Automotive Holdings Asia B.V. and Tower Automotive International Holdings B.V. (the “Sellers”), entered into a Stock Purchase Agreement (“Agreement”) with SJ Holdings, Inc., a subsidiary of SECO (“Buyer”), and consummated the divestiture of its Korean subsidiary, Seojin Industrial Company Ltd. (“Seojin”). Pursuant to the Agreement, the Buyer assumed the outstanding debt of Seojin and acquired all of the outstanding capital stock of Seojin for a purchase price of fifty billion Korean Won (approximately $47 million USD), of which the Company received 50% on December 28, 2012 and 40% on January 31, 2013. During the six months ended June 30, 2013, the Company received $18.6 million and paid transaction costs of $2.9 million in connection with the sale of Seojin. Pursuant to the terms of the Agreement, the Company expects to receive the remaining 10% in December 2013. As of June 30, 2013, the Company had a receivable recorded of approximately $4.4 million for the payments to be received in December 2013. This receivable is included in prepaid tooling, notes receivable, and other in the Condensed Consolidated Balance Sheets. Seojin has been presented as a discontinued operation in accordance with FASB ASC No. 205, Discontinued Operations.

The following table discloses selected financial information of the discontinued operation in the International segment (in thousands):

	Three Months Ended June 30, 2012		Six Months Ended June 30, 2012
Revenues	$	88,905	$	176,777
Income before provision for income taxes	$	2,072	$	3,017
Provision for income taxes		456		664
Income from discontinued operation	$	1,616	$	2,353

As of June 30, 2013, the Company had two locations that were considered held for sale in accordance with FASB ASC No. 360, Property, Plant, and Equipment. The two locations were Bergisch Gladbach, Germany, and Romulus, Michigan. During the second quarter of 2013 the Company reached an agreement to sell the Bergisch and Romulus facilities. The proceeds from the sale are expected to be received during the third quarter of 2013. Assets held for sale are included in prepaid tooling, notes receivable, and other.

The following table summarizes assets held for sale by category (in thousands):

	June 30, 2013
Land	$	2,607
Building		465
Total	$	3,072

6

Note 5. Tooling

Tooling represents costs incurred by the Company in the development of new tooling used in the manufacture of the Company’s products. All pre-production tooling costs incurred for tools that the Company will not own and that will be used in producing products supplied under long-term supply agreements are expensed as incurred unless the supply agreement provides the Company with the non-cancellable right to use the tools or the reimbursement of such costs is contractually guaranteed by the customer. Generally, the customer agrees to reimburse the Company for certain of its tooling costs at the time the customer awards a contract to the Company.

When the part for which tooling has been developed reaches a production-ready status, the Company is reimbursed by its customer for the cost of the tooling, at which time the tooling becomes the property of the customer. The Company has certain other tooling costs, which are capitalized and amortized over the life of the related product program, related to tools which the Company has the contractual right to use during the life of the supply arrangement. Customer-owned tooling is included in prepaid tooling, notes receivable, and other and company-owned tooling is included in other assets, net in the Condensed Consolidated Balance Sheets.

The components of capitalized tooling costs are as follows (in thousands):

	June 30, 2013		December 31, 2012
Customer-owned tooling, net	$	42,894	$	33,308
Company-owned tooling		3,522		967
Total tooling, net	$	46,416	$	34,275

Any gain recognized, which is defined as the excess of reimbursement over cost, is amortized over the life of the program. If estimated costs are expected to be in excess of reimbursement, a loss is recorded in the period in which the loss is estimated.

Note 6. Goodwill and Other Intangible Assets

Goodwill

The change in the carrying amount of goodwill is set forth below on a reportable segment and consolidated basis (in thousands):

	International			Americas			Consolidated
Balance at December 31, 2012	$	61,826		$	2,967		$	64,793
Currency translation adjustment		(867	)		(242	)		(1,109	)
Balance at June 30, 2013	$	60,959		$	2,725		$	63,684

7

Intangibles

The Company has certain intangible assets that are related to customer relationships in Europe and Brazil. These intangible assets have definite lives and are amortized on a straight-line basis, which approximates the recognition of related revenue, over the estimated lives of the related assets. The intangible assets are recorded in other assets, net in the Condensed Consolidated Balance Sheets. The Company anticipates amortization expense of $2.8 million and $1.6 million for the years ended December 31, 2013 and 2014, respectively, at which time no further amortization expense will be incurred. The Company has incurred amortization expense of $0.7 million and $1.5 million, respectively, for the three and six months ended June 30, 2013. The Company incurred amortization expense of $1.1 million and $2.3 million, respectively, for the three and six months ended June, 2012. The following table presents information about the intangible assets of the Company at June 30, 2013 and December 31, 2012, respectively (in thousands):

		As of June 30, 2013				As of December 31, 2012
	Weighted Average Life	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Amortized intangible:
Europe	7 years	$	15,944	$	13,884	$	15,978	$	12,759
Brazil	7 years		5,471		4,755		5,532		4,392
Total		$	21,415	$	18,639	$	21,510	$	17,151

Note 7. Restructuring and Asset Impairment Charges

As of June 30, 2013, the Company has executed various restructuring plans and may execute additional plans in the future to realign manufacturing capacity to prevailing global automotive production and to improve the utilization of existing facilities. Estimates of restructuring charges are based on information available at the time such charges are recorded. Due to the inherent uncertainty involved in estimating restructuring expenses, actual amounts paid for such activities may differ from amounts initially recorded. Accordingly, the Company may record revisions of previous estimates by adjusting previously established reserves.

Restructuring and Asset Impairment Charges

Net restructuring and asset impairment charges for each of the Company’s reportable segments include the following (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
International	$	1,170	$	716	$	1,215	$	1,753
Americas		13,481		2,117		16,116		3,014
Consolidated	$	14,651	$	2,833	$	17,331	$	4,767

The following table sets forth the Company’s net restructuring and asset impairment charges by type for the periods presented (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Employee termination costs	$	889	$	760	$	1,044	$	1,858
Other exit costs		3,711		2,073		5,281		2,909
Asset impairment		10,051		-		11,006		-
Restructuring and asset impairment charges, net	$	14,651	$	2,833	$	17,331	$	4,767

8

The charges incurred during the six months ended June 30, 2013 and 2012 related primarily to the following actions:

2013 Actions

During the three and six months ended June 30, 2013, the charges incurred in the Americas segment related to the closure of Tower Defense & Aerospace, LLC (“TD&A”) (described below), the ongoing maintenance expense of facilities closed as a result of prior actions, and an impairment charge on a facility in Romulus, Michigan that the Company ceased using during the first quarter of 2013. The charges incurred in the International segment related to an impairment charge on the Bergisch facility that was classified as held for sale during the second quarter of 2013 and severance costs to reduce fixed costs.

Tower Defense & Aerospace

In April 2013, the Company’s Board determined to close the operations of TD&A. In June 2013, the Company received $9.1 million in cash proceeds for the sale of substantially all of TD&A’s assets. In connection with such closure, the Company incurred $11.5 million of restructuring charges, of which $8.2 million represents an impairment charge, $2.8 million represents other exit costs, and $0.5 million represents severance costs. The Company does not anticipate that it will incur additional restructuring charges during the third quarter of 2013. As of June 30, 2013, the Company has a liability recorded of $0.5 million related to severance costs and lease buy-outs for such closure.

2012 Actions

During the three and six months ended June 30, 2012, the charges incurred in the Americas segment related to the ongoing maintenance expense of facilities closed as a result of prior actions and the costs incurred to close a manufacturing facility and relocate the operations to one of the Company’s existing manufacturing facilities. The charges incurred in the International segment related to severance costs in Europe to reduce fixed costs.

Restructuring Reserve

The following table summarizes the activity in the restructuring reserve by segment, reflected in accrued liabilities, for the above-mentioned actions through June 30, 2013 (in thousands):

	International			Americas			Consolidated
Balance at December 31, 2012	$	897		$	1,634		$	2,531
Payments		(882	)		(664	)		(1,546	)
Increase		177			867			1,044
Adjustment		-			(20	)		(20	)
Balance at June 30, 2013	$	192		$	1,817		$	2,009

Except as disclosed in the table above, the Company does not anticipate incurring additional material cash charges associated with the actions described above. The increase in the liability above does not agree with the restructuring charges in the table above as certain items related to the actions described are expensed as incurred. The liability primarily relates to severance, with the exception of costs accrued resulting from the ceased use of a facility in North America during the first quarter of 2012.

The liability decreased during the first six months of 2013 primarily due to severance payments made related to prior accruals. The majority of the $2 million restructuring reserve accrued as of June 30, 2013, is expected to be paid in 2013.

During the six months ended June 30, 2013, the Company incurred payments related to prior accruals in Europe and North America of $0.9 million and $0.7 million, respectively.

Note 8. Debt

Term Loan Credit Facility

On April 23, 2013, the Company entered into a Term Loan and Guaranty Agreement (the “Term Loan Credit Agreement”) by and among Tower Automotive Holdings USA, LLC (the “Term Loan Borrower”), the Company, Tower Automotive Holdings I, LLC (“Term Loan Holdco”), Tower Automotive Holdings II(a), LLC, Tower Automotive Holdings II(b), LLC, the subsidiary guarantors named therein, the Lenders from time to time party thereto and Citibank, N.A., as administrative agent for the Lenders (the credit facility evidenced by the Term Loan Credit Agreement and related documentation, the “Term Loan Credit Facility”).

9

The Term Loan Credit Agreement provides for an initial term loan of $420 million and permits the Term Loan Borrower to request, subject to the satisfaction of certain conditions set forth in the Term Loan Credit Agreement (including the agreement of one or more lenders to make incremental loans, which agreement may be granted or withheld in the sole discretion of any lender), future disbursements of incremental term loans in the aggregate principal amount of up to the greater of (i) $100 million and (ii) such other amount so long as Term Loan Holdco’s pro forma Total Net Leverage Ratio (as defined in the Term Loan Credit Agreement) does not exceed 2.00:1.00. The maturity date for the initial term loan disbursed under the Term Loan Credit Agreement is April 23, 2020.

The proceeds of the initial term loan disbursed under the Term Loan Credit Agreement were used upon, and are expected to be used following, the closing of the Term Loan Credit Facility, to redeem, repurchase, or otherwise discharge all or a portion of the outstanding 10.625% Senior Secured Notes due 2017 (the “10.625% Senior Secured Notes” or the “notes”) previously issued pursuant to that certain Indenture, dated as of August 24, 2010, by and among the Term Loan Borrower and TA Holdings Finance, Inc., as issuers, the Company and certain of its direct and indirect subsidiaries as guarantors, and Wilmington Trust FSB as trustee, and to pay all accrued and unpaid interest thereon and related fees and expenses, including a tender premium, in connection with the tender offer described below.

The initial term loans made under the Term Loan Credit Agreement bear interest at (i) an alternate base rate (which is the highest of the Prime Rate, the Federal Funds Effective Rate plus 1/2% and the Adjusted LIBO Rate (as each such term is defined in the Term Loan Credit Agreement) for a one month interest period plus 1%) plus a margin of 3.50% or (ii) the Adjusted LIBO Rate (calculated by multiplying the applicable LIBOR by a statutory reserve rate, with a floor of 1.25) plus a margin of 4.50%.

The Term Loan Borrower’s obligations under the Term Loan Credit Facility are guaranteed by the Company, on an unsecured basis, and Term Loan Holdco and certain of the Company's other direct and indirect domestic subsidiaries, on a secured basis. The Term Loan Credit Facility is secured, on a pari passu basis with the notes, by the same assets of the Term Loan Borrower and certain of the Company's other direct and indirect domestic subsidiaries that secure the obligations under the notes.

The Term Loan Credit Agreement includes customary events of default and amounts due thereunder may be accelerated upon the occurrence of an event of default.

As of June 30, 2013, the outstanding principal balance of the Term Loan Credit Facility was $418 million (net of a remaining $2 million original issue discount) and the interest rate was 5.75% per annum.

Senior Secured Notes

On August 24, 2010, the Company’s subsidiaries, Tower Automotive Holdings USA, LLC and TA Holdings Finance, Inc. (collectively, the “Issuers”), issued $430 million of 10.625% Senior Secured Notes (the “notes offering”). The notes were issued at an original issue discount of $12.8 million and bear an annual interest rate of 10.625%. The original issue discount is being amortized on a straight-line basis, which approximates the effective interest method, through interest expense over the term of the notes, which increases the effective annual interest rate to 11.25%. The notes mature on September 1, 2017. The notes are jointly and severally and unconditionally guaranteed by the Company on a senior unsecured basis and by the existing domestic subsidiaries of the Company, other than the Issuers, that are guarantors under Tower Automotive Holdings USA, LLC’s existing revolving credit facility (the “Amended ABL Revolver”) (such domestic subsidiaries, the “Subsidiary Guarantors”) on a senior secured basis. The notes are senior secured obligations of the Issuers that, subject to certain permitted liens and exceptions and subject to certain limitations with respect to enforcement, rank equally in right of payment to any existing and future senior indebtedness of the Issuers and are effectively junior to the extent of the collateral securing the Issuers’ and the Subsidiary Guarantors’ obligations on a first priority basis under the Amended ABL Revolver. The notes and the subsidiary guarantees are effectively junior to any existing and future indebtedness of the Company’s subsidiaries that are not guaranteeing the notes. The notes also have covenant restrictions, including formulary limitations on the Company’s ability to pay cash dividends on its common stock.

10

The notes are secured, on a pari passu basis with the obligations under the Term Loan Credit Facility, by (i) a first priority security interest in certain assets of the Issuers and the Subsidiary Guarantors, other than, inter alia, accounts, chattel paper, inventory, cash, deposit accounts, securities accounts, machinery, equipment and real property and all contract rights, and records and proceeds relating to the foregoing and (ii) on a second priority basis to all other assets of the Issuers and the Subsidiary Guarantors which have been pledged on a first priority basis to the agent for the benefit of the lenders under the Amended ABL Revolver described below.

Upon the occurrence of certain specified changes of control, the holders of the notes will have the right to require the Issuers to purchase all or a part of their notes at a repurchase price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest.

At any time prior to September 1, 2014, the Issuers may redeem some or all of the notes at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus a “make-whole” premium and accrued and unpaid interest. Additionally, prior to September 1, 2014, during 12-month periods described in the indenture, the Issuers may redeem up to 10% of the original principal amount of the notes at a redemption price equal to 105% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest. Further, the Issuers may redeem some or all of the notes at any time on or after September 1, 2014 at a redemption price equal to 105.313% of the principal amount of the notes to be redeemed through September 1, 2015, at any time on or after September 1, 2015 at a redemption price equal to 102.656% of the principal amount of the notes to be redeemed through September 1, 2016, and at 100% of the principal amount thereafter, plus accrued and unpaid interest. In addition, prior to September 1, 2013, the Issuers may redeem up to 35% of the original principal amount of the notes from the proceeds of certain equity offerings at a price of 110.625% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest. The Company has concluded that bifurcation is not required for the embedded derivative related to the redemption provisions of the notes as it is clearly and closely related to the debt instrument or is not material.

On April 23, 2013, the Company completed a cash tender offer (the “Tender Offer”) to purchase up to $276 million of the outstanding notes. An aggregate principal amount of $362 million of the notes was validly tendered in the Tender Offer and not validly withdrawn. The Company accepted for purchase $276 million in aggregate principal amount of the notes at an aggregate purchase price of 113.58% of the principal amount thereof plus accrued and unpaid interest, which resulted in a premium paid of $37.5 million and a tender fee of $0.7 million that were recognized as other expense. Because the maximum aggregate principal amount of $276 million for the notes was exceeded, the Company did not accept all of the notes tendered for purchase. The notes that were tendered but not accepted were promptly returned to the tendering parties. In connection with such repurchase, the Company accelerated the amortization of the original issue discount by $5.2 million and associated debt issue costs by $3.1 million in the second quarter of 2013. The accelerated amortization of the original issue discount and associated debt issue costs are recorded in the Condensed Consolidated Statement of Operations as interest expense.

On May 24, 2013, the Company redeemed $43 million of the notes at 105% of the principal amount thereof, plus accrued and unpaid interest, which resulted in a premium paid of $2.2 million that was recognized as other expense. In connection with the redemption, the Company accelerated the amortization of the original issue discount by $0.8 million and associated debt issue costs by $0.5 million in the second quarter of 2013. The Company intends to redeem all of the remaining outstanding notes, which as of June 30, 2013, had an outstanding principal balance of $42.2 million (net of a remaining $0.8 million original issue discount), at a redemption price of 105% of the principal amount thereof, plus accrued and unpaid interest, during the third quarter of 2013. Per the Term Loan Credit Agreement, the Company placed $45.2 million into an escrow account to cover this expected third quarter 2013 redemption and associated premium. This cash has been presented as restricted cash in the Condensed Consolidated Balance Sheet. On July 10, 2013, the Issuers, in accordance with the Indenture, delivered notice to the noteholders that such redemption would occur on August 26, 2013.

Amended Revolving Credit Facility

On June 19, 2013, the Company entered into a Second Amended and Restated Revolving Credit and Guaranty Agreement (the “Amended Revolving Credit Facility Agreement”) by and among Tower Automotive Holdings USA, LLC (the “Borrower”), the Company, Tower Automotive Holdings I, LLC (“Holdco”), Tower Automotive Holdings II(a), LLC, Tower Automotive Holdings II(b), LLC, the subsidiary guarantors named therein, JPMorgan Chase Bank, N.A., Wells Fargo Capital Finance, LLC and each of the other financial institutions from time to time party thereto, as Lenders and JPMorgan Chase Bank, N.A., as Issuing Lender, as Swing Line Lender and as Administrative Agent (in such capacity, the “Agent”) for the Lenders.

11

The Amended Revolving Credit Facility Agreement amended and restated in, its entirety, the Amended and Restated Revolving Credit and Guaranty Agreement, dated as of June 13, 2011, by and among the Borrower, its domestic affiliate, and domestic subsidiary guarantors, named therein, and the lenders party thereto, and the Agent. The Amended Revolving Credit Facility Agreement provides for an asset-based revolving credit facility (the “Amended ABL Revolver”) in the aggregate amount of up to $150 million, subject to a borrowing base limitation. The maturity date for the Amended ABL Revolver is June 19, 2018.

Advances under the Amended ABL Revolver will bear interest at an alternate base rate (which is the highest of the Prime Rate, the Federal Funds Rate plus 0.50% and the Adjusted LIBOR Rate (as each such term is defined in the Amended Revolving Credit Facility Agreement) for a one month interest period plus 1%) plus a base rate margin or LIBOR plus a Eurodollar margin. The applicable margins are determined by the average availability under the Amended ABL Revolver over the preceding three consecutive full calendar months and as of the date of the Amended Revolving Credit Facility Agreement were 1.00% per annum and 2.00% per annum for base rate and LIBOR based borrowings, respectively.

The Amended Revolving Credit Facility is guaranteed by the Company, on an unsecured basis, and certain of the Company’s direct and indirect domestic subsidiaries, on a secured basis. The Amended Revolving Credit Facility is secured by the same assets of the Borrower and the subsidiary guarantors that secured the obligations under the prior ABL revolving facility. The Borrower’s and each subsidiary guarantor’s pledge of such assets as security for the obligations under the Amended Revolving Credit Facility is evidenced by a Second Amended and Restated ABL Security Agreement dated as of June 19, 2013 among the Borrower, the guarantors party thereto and the Agent.

The Amended Revolving Credit Facility Agreement contains customary covenants applicable to certain of the Company’s subsidiaries and includes customary events of default and amounts due thereunder may be accelerated upon the occurrence of an event of default.

In connection with the Amended Revolving Credit Facility Agreement, the Company paid debt issue costs of $1.7 million and accelerated the amortization of the debt issue costs associated with the Amended and Restated Revolving Credit and Guaranty Agreement by $0.3 million in the second quarter of 2013. These costs are recorded in the Condensed Consolidated Statement of Operations as interest expense.

As of June 30, 2013, there was $135.6 million of borrowing availability under the Amended ABL Revolver, of which $35 million of borrowings were outstanding and $11.5 million of letters of credit were outstanding. As of June 30, 2013, the applicable margins were 1.25% per annum and 2.25% per annum for base rate and LIBOR based borrowings, respectively, resulting in a weighted average interest rate of 2.25% per annum.

Letter of Credit Facility

On June 13, 2011, the Company entered into a Letter of Credit Facility Agreement dated as of June 13, 2011 (the “Letter of Credit Facility Agreement”) by and among Tower Automotive Holdings USA, LLC (the “L/C Borrower”), the Company, JPMorgan Chase Bank, N.A., in its capacity as participant in respect of letters of credit issued thereunder, and JPMorgan Chase Bank, N.A., as Administrative Agent and Issuing Lender.

The Letter of Credit Facility Agreement originally provided for a letter of credit facility (the “Letter of Credit Facility”) for the issuance of up to $38 million of letters of credit with a sublimit for Euro dominated letters of credit (with an option to increase the Letter of Credit Facility to $44.5 million in the future). Upon a third party drawing on letters of credit issued under the Letter of Credit Facility, the L/C Borrower will become obligated to pay to the lenders the amounts so drawn. The maturity date of the Letter of Credit Facility is June 13, 2014.

The Company has amended the Letter of Credit Facility Agreement to reduce the Letter of Credit Facility on multiple occasions. In addition, on April 22, 2013, the Company amended the Letter of Credit Facility Agreement to, among other things, permit the incurrence of up to $430 million of indebtedness under the Term Loan Credit Agreement and the granting of liens to secure such indebtedness. On June 20, 2013, the Company amended the Letter of Credit Facility Agreement to reduce the Letter of Credit Facility from $22.5 million to $8.5 million (with an option to increase the Letter of Credit Facility to $44.5 million in the future). In connection with the reduction of the Letter of Credit Facility, the Company incurred a breakage fee of $0.6 million in the second quarter of 2013. This fee is recorded in the Condensed Consolidated Statement of Operations as other expense. The remaining terms of the Letter of Credit Facility Agreement have remained the same.

12

As of June 30, 2013, the outstanding letters of credit under the Letter of Credit Facility were $8.1 million. As of June 30, 2013, an 8.5% per annum fee is due on the total amount of the facility. This fee is subject to change in the future based upon then current market conditions.

The Letter of Credit Facility is guaranteed by the Company and certain of the Company’s direct and indirect domestic subsidiaries on an unsecured basis pursuant to a Guaranty entered into and made on June 13, 2011.

The Letter of Credit Facility is unsecured. The Letter of Credit Facility Agreement contains customary covenants applicable to certain of the Company's subsidiaries. The Letter of Credit Facility Agreement includes customary events of default and amounts due thereunder may be accelerated upon the occurrence of an event of default.

Detroit Investment Fund

The Company assumed an unsecured debt instrument of $1 million owed to the Detroit Investment Fund, L.P. upon the acquisition of substantially all of the assets of W Industries, Inc. in April 2011. The debt instrument required monthly principal and interest payments at an annual interest rate of 8.5%. During the second quarter of 2013, the remaining balance on the debt instrument was repaid in full. As of June 30, 2013, no balance remained outstanding.

Debt Issue Costs

The Company incurred interest expense related to the amortization of debt issue costs of $4.4 million and $4.9 million during the three and six months ended June 30, 2013, respectively. The Company incurred interest expense related to the amortization of debt issue costs of $0.5 million and $1 million during the three and six months ended June 30, 2012, respectively.

Foreign Subsidiary Indebtedness

As of June 30, 2013, the Company had foreign subsidiary indebtedness of $96.2 million, which consisted primarily of borrowings in Europe of $29.1 million, borrowings in Brazil of $28.6 million, receivables factoring in Europe of $22.5 million, and borrowings in China of $16 million.

The change in foreign subsidiary indebtedness from December 31, 2012 to June 30, 2013 is explained by the following (in thousands):

	Europe			Brazil			China
Balance as of December 31, 2012	$	43,422		$	30,426		$	16,380
Maturities of indebtedness		(3,253	)		(9,693	)		(3,230	)
New / renewed indebtedness		6,505			10,310			3,230
Change in borrowings on credit facilities		5,610			-			(522	)
Foreign exchange impact		(609	)		(2,486	)		107
Balance as of June 30, 2013	$	51,675		$	28,557		$	15,965

Generally, borrowings of foreign subsidiaries are made under credit agreements with commercial lenders and are used to fund working capital and other operating requirements.

Europe

As of June 30, 2013, the receivables factoring facilities balance available to the Company was $22.5 million (€17.3 million), of which the entire amount was drawn. The facilities are uncommitted, demand facilities which are subject to termination at the discretion of the banks and bear interest rates based on the average three month EURIBOR plus a spread ranging from 2.15% to 4.13%. The effective annual interest rates as of June 30, 2013 ranged from 2.36% to 3.96%, with a weighted average interest rate of 3.04% per annum. Any receivables factoring under these facilities is with recourse and is secured by the accounts receivable factored. The receivables factoring transactions are recorded in the Company’s Condensed Consolidated Balance Sheets in short-term debt and current maturities of capital lease obligations.

13

As of June 30, 2013, the secured lines of credit balance available to the Company was $38.3 million (€29.4 million), of which $29.1 million (€22.4 million) was outstanding. The facilities bear an interest rate based on the EURIBOR plus a spread ranging from 2.9% to 4.0% and have maturity dates ranging from October 2013 to April 2015. The effective annual interest rate as of June 30, 2013 was 4.17% per annum. The facilities are secured by certain accounts receivable related to customer funded tooling, mortgages over the land, certain buildings, and other assets and are subject to negotiated prepayments upon the receipt of funds from completed customer projects.

Brazil

As of June 30, 2013, the Company’s Brazilian subsidiary had borrowings of $28.6 million (R$63.7 million) which have annual interest rates ranging from 3% to 14.31% and maturity dates ranging from July 2013 to July 2022. As of June 30, 2013, the weighted average interest rate on the borrowings in Brazil was 10.78% per annum. The loans are provided through bilateral agreements with four local banks and are secured by certain fixed and current assets. Periodic interest and principal payments are required.

During the second quarter of 2013, the Company obtained two term loans with aggregate indebtedness of $10.3 million (R$23 million). One term loan of $9 million (R$20 million) has a maturity date of June 2015 and bears an interest rate of 13.41% per annum. The other term loan of $1.3 million (R$3 million) has a maturity date of February 2018 and bears an interest rate of 3% per annum.

China

As of June 30, 2013, the fixed rate secured lines of credit balance available to the Company was $10.3 million (Rmb 63.8 million), of which the entire amount was outstanding. The credit lines have maturity dates ranging from July 2013 to December 2017 and bear interest rates ranging from 6.44% to 7.68%. As of June 30, 2013, the variable rate secured line of credit balance available to the Company was $5.7 million (Rmb 35 million), of which the entire amount was outstanding. The credit line matures in June 2015. The fixed rate and variable rate secured lines of credit facilities are secured by machinery, equipment, and land rights. The effective annual interest rate on these facilities as of June 30, 2013 was 7.27%.

Covenants

As of June 30, 2013, the Company was in compliance with all financial covenants that govern its credit agreements.

Capital Leases

The Company had capital lease obligations of $11.2 million and $12.5 million as of June 30, 2013 and December 31, 2012, respectively. Of these amounts, $1.2 million and $1.7 million represent the current maturities as of June 30, 2013 and December 31, 2012, respectively. As of June 30, 2013, the Company’s capital lease obligations are scheduled to expire in March 2018.

Note 9. Income Taxes

The Company recognized total income tax expense of $3.6 million and $7.1 million during the three months and six months ended June 30, 2013, respectively. Income tax expense is primarily the result of profitable foreign entities.

During the three months and six months ended June 30, 2012, the Company recognized income tax expense of $12.5 million and $14.7 million, respectively. The income tax expense in the second quarter of 2012 included a non-cash charge of $6.5 million for the recording of a valuation allowance on the Company’s deferred tax assets in Brazil. The remaining income tax expense during the three and six months ended June 30, 2012 resulted primarily from the recognition of foreign income taxes and withholding taxes.

14

The income tax expense is higher than the expected income tax expense based on statutory rates primarily because the Company does not record tax benefits or expense in certain jurisdictions, primarily the U.S. and Netherlands, which have had historical cumulative losses. The Company did not record an income tax benefit on these historical losses due to the uncertainty of future realization of the deferred tax assets generated by the cumulative losses.

Note 10. Retirement Plans

The Company sponsors various pension and other postretirement benefit plans for its employees.

The Tower International Consolidated Pension Plan (the “Pension Plan”) provides benefits for certain current and former U.S. employees. Benefits under the Pension Plan are based on years of service and compensation, among other factors. Effective October 1, 2006, the Pension Plan was frozen and ceased accruing any additional benefits. Contributions made by the Company are intended to fund benefits that accrued through October 1, 2006.

The Company sponsors various qualified defined contribution retirement plans. Each plan serves a defined group of employees and has varying levels of Company contributions. The Company’s contributions to certain plans may be required by the terms of the Company’s collective bargaining agreements.

The following tables provide the components of net periodic pension benefit cost and other post-retirement benefit cost (in thousands):

	Pension Benefits						Other Benefits
	Three Months Ended June 30,						Three Months Ended June 30,
	2013			2012			2013		2012
Service cost	$	14		$	9		$	-	$	-
Interest cost		2,553			2,911			135		164
Expected return on plan assets (a)		(3,098	)		(2,817	)		-		-
Net periodic benefit cost / (income)	$	(531	)	$	103		$	135	$	164

	Pension Benefits						Other Benefits
	Six Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013		2012
Service cost	$	28		$	18		$	-	$	-
Interest cost		5,106			5,822			270		328
Expected return on plan assets (a)		(6,196	)		(5,634	)		-		-
Net periodic benefit cost / (income)	$	(1,062	)	$	206		$	270	$	328

(a) Expected rate of return on plan assets is 7.4% for 2013 and was 7.4% for 2012

The Company expects its minimum pension funding requirements to be $15.1 million during 2013. The Company made contributions of $3.4 million and $6.4 million, respectively, to the Pension Plan during the three and six months ended June 30, 2013.

Additionally, the Company contributed $1.2 million and $2.3 million, respectively, to its defined contribution retirement plans during the three and six months ended June 30, 2013.

15

Note 11. Stockholders’ Equity and Noncontrolling Interests

The table below provides a reconciliation of the carrying amount of total stockholders’ equity, including stockholders’ equity attributable to Tower International, Inc. (“Tower”) and the noncontrolling interests (“NCI”) (in thousands):

	Six Months Ended June 30,
	2013									2012
	Tower			NCI			Total			Tower			NCI			Total
Stockholders' equity beginning balance	$	63,247		$	77,627		$	140,874		$	40,003		$	57,457		$	97,460
Net income / (loss)		(42,563	)		1,749			(40,814	)		8,284			3,034			11,318
Other comprehensive income / (loss):
Foreign currency translation adjustments		(7,856	)		501			(7,355	)		(8,528	)		(342	)		(8,870	)
Unrealized gain on qualifying cash flow hedge, net		188			-			188			11			-			11
Total comprehensive income / (loss)		(50,231	)		2,250			(47,981	)		(233	)		2,692			2,459
Vesting of RSUs		2			-			2			-			-			-
Treasury stock		(290	)		-			(290	)		(3,165	)		-			(3,165	)
Share based compensation expense		2,413			-			2,413			7,357			-			7,357
Proceeds received from stock options exercised		1,506			-			1,506			-			-			-
De-consolidation of Chinese Joint Venture		-			(11,913	)		(11,913	)		-			-			-
Noncontrolling interest dividends		-			(4,477	)		(4,477	)		-			-			-
Stockholders' equity ending balance	$	16,647		$	63,487		$	80,134		$	43,962		$	60,149		$	104,111

The following table presents the components of accumulated other comprehensive loss (in thousands):

	As of June 30,			As of December 31,			Other Comprehensive Income / (Loss) Attributable to
	2013			2012			Tower
Foreign currency translation	$	10,058		$	17,914		$	(7,856	)
Defined benefit plans, net		(30,350	)		(30,350	)		-
Unrealized gain / (loss) on qualifying cash flow hedge, net		140			(48	)		188
Accumulated other comprehensive loss	$	(20,152	)	$	(12,484	)	$	(7,668	)

16

The following table presents the changes in accumulated other comprehensive loss by component for the three months ended June 30, 2013 (in thousands):

	Unrealized Gains on Qualifying Cash Flow Hedge			Defined Benefit Plan, Net			Foreign Currency Translation Adjustments			Total
Balance as of March 31, 2013	$	(184	)	$	(30,350	)	$	10,222		$	(20,312	)
Other comprehensive income / (loss) before reclassifications		263			-			(164	)		99
Amounts reclassified from accumulated other comprehensive loss		61			-			-			61
Net current-period other comprehensive income / (loss)		324			-			(164	)		160
Balance as of June 30, 2013	$	140		$	(30,350	)	$	10,058		$	(20,152	)

The following table presents the changes in accumulated other comprehensive loss by component for the six months ended June 30, 2013 (in thousands):

	Unrealized Gains on Qualifying Cash Flow Hedge			Defined Benefit Plan, Net			Foreign Currency Translation Adjustments			Total
Balance as of December 31, 2012	$	(48	)	$	(30,350	)	$	17,914		$	(12,484	)
Other comprehensive income / (loss) before reclassifications		127			-			(7,856	)		(7,729	)
Amounts reclassified from accumulated other comprehensive loss		61			-			-			61
Net current-period other comprehensive income / (loss)		188			-			(7,856	)		(7,668	)
Balance as of June 30, 2013	$	140		$	(30,350	)	$	10,058		$	(20,152	)

Note 12. Earnings per Share (“EPS”)

Basic earnings / (loss) per share is calculated by dividing the net income / (loss) attributable to Tower International, Inc. by the weighted-average number of common shares outstanding.

The share count for diluted earnings / (loss) per share is computed on the basis of the weighted-average number of common shares outstanding plus the effects of dilutive common stock equivalents (“CSEs”) outstanding during the period.  CSEs, which are securities that may entitle the holder to obtain common stock, include outstanding stock options and restricted stock units.  When the average price of the common stock during the period exceeds the exercise price of a stock option, the options are considered potentially dilutive CSEs. When there is a loss from continuing operations, potentially dilutive shares are excluded from the computation of earnings per share as their effect would be anti-dilutive.

As the average price of the common stock during each period presented did not exceed the exercise price of certain stock options, the Company excluded 1.5 million of potentially anti-dilutive shares for the three and six months ended June 30, 2013. The Company excluded 1 million of potentially anti-dilutive shares for the three and six months ended June 30, 2012.

17

A summary of information used to compute basic and diluted net income / (loss) per share attributable to Tower International, Inc. is shown below (amounts in thousands – except share and per share amounts):

	Three Months Ended June 30,					Six Months Ended June 30,
	2013			2012		2013			2012
Income / (loss) from continuing operations	$	(45,348	)	$	7,642	$	(40,814	)	$	8,965
Income from discontinued operations, net of tax		-			1,616		-			2,353
Net income / (loss)		(45,348	)		9,258		(40,814	)		11,318
Less: Net income / (loss) attributable to the noncontrolling interests		(237	)		1,600		1,749			3,034
Net income / (loss)  attributable to Tower International, Inc.	$	(45,111	)	$	7,658	$	(42,563	)	$	8,284
Basic income / (loss) per share
Continuing operations	$	(2.22	)	$	0.30	$	(2.10	)	$	0.30
Discontinued operations		-			0.08		-			0.12
Net income / (loss) attributable to Tower International, Inc.		(2.22	)		0.38		(2.10	)		0.42
Basic weighted average shares outstanding		20,362,672			20,134,096		20,312,245			19,912,888
Diluted income / (loss) per share
Continuing operations	$	(2.22	)	$	0.30	$	(2.10	)	$	0.29
Discontinued operations		-			0.08		-			0.11
Net income / (loss) attributable to Tower International, Inc.		(2.22	)		0.38		(2.10	)		0.40
Diluted weighted average shares outstanding		20,362,672			20,328,764		20,312,245			20,494,535

Note 13. Share-Based and Long-Term Compensation

2010 Equity Incentive Plan

The Company adopted an equity incentive plan in connection with the IPO that allows for the grants of stock options, restricted stock awards, other equity-based awards, and certain cash-based awards to be made pursuant to the plan. The eligibility requirements and terms governing the allocation of any common stock and the receipt of other consideration under the 2010 Equity Incentive Plan are determined by the Board of Directors and/or its Compensation Committee. The number of shares of common stock that may be issued or delivered may not exceed, in the aggregate, 4.6 million shares. Cash settled awards do not count against the maximum aggregate number.

The primary objectives of the Company’s compensation programs are to (i) attract, motivate and retain the best executive officers with the skills necessary to successfully manage the business and (ii) align the interests of the executive officers with stockholders by rewarding them for strong Company performance.

18

Share-Based Compensation

At June 30, 2013, 1,143,348 shares were available for future grants of options and other types of awards under the 2010 Equity Incentive Plan. Forfeited shares may be re-issued under the plan up to the maximum amount to be issued as defined by the plan.

The following table summarizes the Company’s award activity during the six months ended June 30, 2013:

	Options					Restricted Stock Units
Outstanding at:	Shares			Weighted Average Exercise Price		Shares			Weighted Average Grant Date Fair Value
December 31, 2012		973,745		$	12.30		682,415		$	11.00
Granted		-			-		120,593			12.98
Options exercised or RSUs vested		(122,625	)		12.46		(68,862	)		13.67
Forfeited		(39,909	)		12.17		(9,029	)		13.29
June 30, 2013		811,211		$	12.28		725,117		$	11.05

Stock options — The exercise price of each stock option equals the market price of the Company’s common stock on the date of grant. Compensation expense is recorded based on the fair value at the grant date and is recognized on a straight-line basis over the applicable vesting periods. The Company’s stock options generally vest over three years with a maximum term of ten years.

During the three and six months ended June 30, 2013, the Company recognized an expense of $0.5 million and $1 million, respectively, relating to the options. During the three and six months ended June 30, 2012, the Company recognized an expense of $0.4 million and $0.7 million, respectively, relating to the options. The Company did not recognize any tax benefit related to this compensation expense. As of June 30, 2013, the Company has $2.4 million of unrecognized compensation expense associated with these stock options that will be amortized on a straight-line basis over the next 16 months on a weighted average basis.

As of June 30, 2013, the Company has an aggregate of 811,211 stock options that have been granted but have not yet been exercised. As of June 30, 2013, the remaining average contractual life for the options is approximately 8.25 years.During the six months ended June 30, 2013, 122,625 stock options were exercised and 39,909 stock options were forfeited.

Restricted stock units (“RSUs”) — The grant date fair value of each RSU equals the market price of the Company’s common stock on the date of grant. Compensation expense is recorded based on the fair value at the grant date, less an estimated forfeiture amount, and is recognized on a straight-line basis over the applicable vesting periods.

During the three and six months ended June 30, 2013, the Company recognized an expense of $0.7 million and $1.4 million, respectively, relating to all of the RSUs granted thus far, excluding the RSUs granted in connection with the Company’s IPO.During the three and six months ended June 30, 2012, the Company recognized an expense of $0.7 million and $1.3 million, respectively, relating to these RSUs. The Company did not recognize any tax benefit related to this compensation expense. As of June 30, 2013, the Company has $3.6 million of unrecognized compensation expense associated with these RSUs that will be amortized on a straight-line basis over the next 20 months on a weighted average basis. The Company’s RSUs generally vest over a three year period.

During the three and six months ended June 30, 2012, the Company recognized an expense of $2.1 million and $5.5 million, respectively, relating to the RSUs granted in connection with the Company’s IPO. The Company did not recognize any expense related to these RSUs during the three and six months ended June 30, 2013 because all compensation expense associated with these RSUs had been recorded as of April 30, 2012. The Company did not recognize any tax benefit related to this compensation expense.

19

As of June 30, 2013, the Company has an aggregate of 725,117 RSUs that have been granted but have not yet vested. In addition, 9,029 RSUs were forfeited during the six months ended June 30, 2013.

On March 1, 2012, one third of the RSUs granted on March 3, 2011 vested, resulting in the issuance of 31,878 shares at a fair value of $0.4 million. After offsets for withholding taxes, a total of 25,384 shares of common stock were issued in connection with this vesting.  This total is net of shares repurchased to provide payment for certain executives’ minimum statutory withholding tax. The Company paid $0.1 million to acquire 6,494 vested shares to cover the minimum statutory withholding taxes.

On April 20, 2012, the second half of the RSUs granted at the time of the Company's IPO vested, resulting in the issuance of 814,035 shares at a fair value of $9.1 million. After offsets for withholding taxes, a total of 537,970 shares of common stock were issued in connection with this vesting.  This total is net of shares repurchased to provide payment for the employee’s minimum statutory withholding tax. The Company paid $3.1 million to acquire 276,065 vested shares to cover the minimum statutory withholding taxes.

On March 1, 2013, one third of the RSUs granted on March 3, 2011 vested, resulting in the issuance of 26,837 shares at a fair value of $0.3 million. After offsets for withholding taxes, a total of 17,934 shares of common stock were issued in connection with this vesting.  This total is net of shares repurchased to provide payment for certain executives’ minimum statutory withholding tax. The Company paid $0.1 million to acquire 8,903 vested shares to cover the minimum statutory withholding taxes.

On March 6, 2013, one third of the RSUs granted on March 6, 2012 vested resulting in the issuance of 40,305 shares at a fair value of $0.5 million. After offsets for withholding taxes, a total of 27,164 shares of common stock were issued in connection with this vesting.  This total is net of shares repurchased to provide payment for certain executives’ minimum statutory withholding tax. The Company paid $0.2 million to acquire 13,141 vested shares to cover the minimum statutory withholding taxes.

Long-Term Compensation

Performance Award Agreements

On March 5, 2013, the Company granted certain awards pursuant to Performance Award Agreements to approximately 80 executives under the provisions of the 2010 Equity Incentive Plan. The purpose of the awards is to provide the executives an incentive to participate in the long-term success and growth of the Company. The Performance Award Agreements provide for cash-based awards that vest upon payment, which will be paid after December 31, 2015, if certain performance conditions are met. These awards are also subject to payment upon a change in control or termination of employment, if certain criteria are met. 50% of the awards will be based on the Company's Adjusted EPS Growth Rate, which is defined as the Company’s cumulative Adjusted EPS for the period of January 1, 2013 through December 31, 2015 (the "Performance Period"), stated in terms of a percentage growth rate. The Company's earnings per share will be adjusted to exclude the effect of extraordinary, unusual, and/or nonrecurring items and then will be divided by the number of fiscal years in the specified period, stated in terms of a percentage growth rate.  The remaining 50% of the awards will be based on the Company's percentile ranking of total shareholder return compared to a peer group of companies ("TSR Percentile") for the Performance Period. The awards represent unfunded, unsecured obligations of the Company. During the three and six months ended June 30, 2013, the Company recorded an expense of $0.3 million and $0.4 million, respectively, related to these awards.

Supplemental Value Creation Program

The Supplemental Value Creation Program was created in 2010 and provided a $7.5 million cash bonus to approximately 70 executives, subject to vesting requirements of nine and 18 months, upon the retirement of the Company’s first lien term loan in full. The Company began recording a liability related to this Program in August 2010 when the first lien term loan was retired. The Company did not record an expense related to this program during the three months ended June 30, 2012; however, the Company recorded an expense of $0.7 million during the six months ended June 30, 2012. The Company paid $3.1 million upon the 18 month vesting of this Program during the first quarter of 2012. There was no remaining liability as of June 30, 2012.

20

Note 14. Segment Information

The Company defines its operating segments as components of its business where separate financial information is available. The Company’s operating segments are routinely evaluated by management. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer.

The Company produces engineered structural metal components and assemblies primarily serving the global automotive industry. The Company’s operations have similar economic characteristics and share fundamental characteristics, including the nature of the products, production processes, customers, and distribution channels. The Company’s products include body structures stampings, chassis structures (including frames), and complex welded assemblies for small and large cars, crossovers, pickups, and SUVs. The Company is comprised of four operating segments: Europe, Asia, North America, and South America. These operating segments are aggregated into two reportable segments. The International segment consists of Europe and Asia while the Americas segment consists of North and South America.

The Company measures segment operating performance based on Adjusted EBITDA. The Company uses segment Adjusted EBITDA as the basis for the CODM to evaluate the performance of each of the Company’s reportable segments.

The following is a summary of selected data for each of the Company’s reportable segments (in thousands):

	International		Americas		Total
Three Months Ended June 30, 2013
Revenues	$	242,584	$	313,294	$	555,878
Adjusted EBITDA		21,965		40,250		62,215
Capital Expenditures		3,972		13,337		17,309
Total assets		756,131		543,095		1,299,226
Three Months Ended June 30, 2012
Revenues	$	251,509	$	303,443	$	554,952
Adjusted EBITDA		25,102		37,319		62,421
Capital Expenditures		15,833		11,378		27,211
Six Months Ended June 30, 2013
Revenues	$	487,353	$	602,665	$	1,090,018
Adjusted EBITDA		43,996		70,285		114,281
Capital Expenditures		9,956		24,301		34,257
Six Months Ended June 30, 2012
Revenues	$	500,169	$	584,474	$	1,084,643
Adjusted EBITDA		45,685		63,021		108,706
Capital Expenditures		27,317		24,270		51,587

Inter-segment sales are not significant for any period presented. Capital expenditures do not equal cash disbursed for purchases of property, plant, and equipment as presented in the accompanying Condensed Consolidated Statements of Cash Flows, as capital expenditures above include amounts paid and accrued during the periods presented.

21

The following is a reconciliation of Adjusted EBITDA to income / (loss) before provision for income taxes (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Adjusted EBITDA	$	62,215		$	62,421		$	114,281		$	108,706
Restructuring and asset impairment charges, net		(14,651	)		(2,833	)		(17,331	)		(4,767	)
Depreciation and amortization		(23,465	)		(22,404	)		(48,637	)		(44,715	)
Acquisition costs and other		(495	)		(119	)		(569	)		(186	)
Long-term compensation expense		(1,784	)		(3,123	)		(3,146	)		(8,161	)
Interest expense, net		(21,196	)		(13,776	)		(34,350	)		(27,246	)
Other expense		(40,928	)		-			(40,928	)		-
Closure of Tower Defense & Aerospace		(1,235	)		-			(2,835	)		-
Income / (loss) before provision for income taxes	$	(41,539	)	$	20,166		$	(33,515	)	$	23,631

Note 15. Fair Value of Financial Instruments

FASB ASC No. 820, Fair Value Measurements, clarifies the definition of fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date (an exit price). The exit price is based on the amount that the holder of the asset or liability would receive or need to pay in an actual transaction or in a hypothetical transaction if an actual transaction does not exist, at the measurement date. In some circumstances, the entry and exit price may be the same; however, they are conceptually different

Fair value is generally determined based on quoted market prices in active markets for identical assets or liabilities. If quoted market prices are not available, the Company uses valuation techniques that place greater reliance on observable inputs and less reliance on unobservable inputs. In measuring fair value, we may make adjustments for risks and uncertainties, if a market participant would include such an adjustment in its pricing.

FASB ASC No. 820 establishes a fair value hierarchy that distinguishes between assumptions based on market data, referred to as observable inputs, and our assumptions, referred to as unobservable inputs. Determining where an asset or liability falls within that hierarchy depends on the lowest level input that is significant to the fair value measurement as a whole. An adjustment to the pricing method used within either Level 1 or Level 2 inputs could generate a fair value measurement that effectively falls in a lower level in the hierarchy. The hierarchy consists of three broad levels as follows:

Level 1: Quoted market prices in active markets for identical assets and liabilities;

Level 2: Inputs other than Level 1 inputs that are either directly or indirectly observable; and

Level 3: Unobservable inputs developed using internal estimates and assumptions, which reflect those that market participants would use.

At June 30, 2013, the carrying value and estimated fair value of the Company’s total debt was $591.4 million and $599.5 million, respectively. At December 31, 2012, the carrying value and estimated fair value of the Company’s total debt was $484.5 million and $592.1 million, respectively. The majority of the Company’s debt at June 30, 2013 is comprised of the Term Loan Credit Facility and has the ability to be traded between financial institutions. Accordingly, this debt has been classified as Level 2. The fair value was determined based on the quoted market values. The majority of the Company’s debt at December 31, 2012 was traded in the market and was classified as a Level 2 measurement based on the pricing methodology and the limited trading of the securities. The fair value was determined based on the quoted market values. The remainder of the Company’s debt, primarily consisting of foreign subsidiaries’ debt, is asset-backed and is classified as Level 3. As this debt carries variable rates and minimal credit risk, the book value approximates the fair value for this debt.

22

The Company has foreign exchange hedges that were measured at fair value on a recurring basis at June 30, 2013 and December 31, 2012. The fair value of the hedges was immaterial for all periods presented. These derivative financial instruments are recorded in accrued liabilities and are all classified as Level 2 measurements determined using significant other observable inputs. We engage in foreign exchange hedges to limit exposure on foreign currency related to certain intercompany payments. These foreign exchange hedges have an immaterial impact on the Condensed Consolidated Financial Statements for the periods presented.

The following table provides each major category of assets and liabilities measured at fair value on a nonrecurring basis during the six months ended June 30, 2013 (in millions):

	Quoted prices in active markets for identical assets		Significant other observable inputs		Significant unobservable inputs
	Level 1		Level 2		Level 3		Total gains / (losses)
Long-lived assets held for sale		Not applicable		Not applicable	$	2.9	$	(2.2	)

In accordance with FASB ASC No. 360, Property, Plant, & Equipment, long-lived assets held for sale with a carrying amount of $5.1 million were written down to their fair value of $2.9 million, resulting in a loss of $2.2 million, which was included in the Company’s Condensed Consolidated Statement of Operations for the six months ended June 30, 2013. Fair value of the assets was determined using a third party appraisal based on current market conditions.

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accruals approximate fair value because of the short maturity of these instruments.

Note 16. Joint Ventures and Equity in Earnings of Joint Ventures

Ningbo Joint Venture

In February 2012, a foreign subsidiary of the Company reached an agreement with Ningbo Beilun Ditong Auto Parts Co., Ltd. (a subsidiary of Ditong Automotive Products Co., Ltd.) and Zhejiang Jirun Automobile Co. Ltd. (a subsidiary of Geely Automobile Co., Ltd.) to form a joint venture (“Ningbo”) located in Ningbo, China. At inception, the joint venture partners contributed a facility and associated land rights located in Ningbo, China in exchange for 64% ownership, which resulted in a $12.1 million noncontrolling interest for the Company.

During the second quarter of 2013, the Company reached an agreement with the parties to the Ningbo joint venture, whereby the Company agreed to acquire an additional 6% equity interest in Ningbo for $0.8 million. In addition, certain other agreements were modified which resulted in the Company no longer having the ability to exert control over the operating and financial affairs of the Ningbo joint venture. Accordingly, the financial results of Ningbo are no longer consolidated within the Company's financial statements; rather, the Company's proportionate share of the earnings of the joint venture have been presented as equity in earnings of joint ventures, net of tax, in the Condensed Consolidated Statement of Operations. During the three months ended June 30, 2013, in connection with the de-consolidation, the Company recognized a gain of $1.5 million in accordance with FASB ASC No. 810, Consolidation, which is recorded in cost of sales. The Company also incurred direct costs of $0.4 million in relation to the revised agreements, which have been recorded in selling, general, and administrative expenses. The Company’s investment in the Ningbo joint venture was $8.1 million at June 30, 2013. This investment is presented within other assets, net in the Company’s Condensed Consolidated Balance Sheets as of June 30, 2013.

23

Xiangtan Joint Venture

In July 2011, a foreign subsidiary of the Company reached an agreement with Xiangtan Ditong Automotive Industrial Machinery Co., Ltd. (“DIT”) to form a joint venture in which the Company exercises control that was approved by the Chinese government in September 2011. At inception, the joint venture partner contributed its facility located in Xiangtan, Hunan Province, China in exchange for 50% ownership, which resulted in a $5.9 million noncontrolling interest. As part of the original transaction, the Company contributed additional capital to the joint venture in March 2012 resulting in an accumulated ownership of 51%. The joint venture is included in the Company’s Condensed Consolidated Financial Statements because the Company exercises control.

Note 17. Commitments and Contingencies

Environmental Matters

The Company owns properties which have been impacted by environmental releases. The Company is actively involved in investigation and/or remediation at several of these locations. Total costs and liabilities associated with environmental contamination could be substantial and may have a significant impact on the Company’s financial condition, results of operations, or cash flows.

Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. The established liability for environmental matters is based upon management’s best estimates of expected investigation/ remediation costs related to environmental contamination. It is possible that actual costs associated with these matters will exceed the environmental reserves established by the Company. Inherent uncertainties exist in the estimates, primarily due to unknown environmental conditions, changing governmental regulations, and legal standards regarding liability and evolving technologies for handling site remediation and restoration. At June 30, 2013 and December 31, 2012, the Company had accrued $2.3 million for environmental matters.

Contingent Matters

The Company will establish reserves for matters in which losses are probable and can be reasonably estimated. These types of matters may involve additional claims that, if granted, could require the Company to pay penalties or make other expenditures in amounts that will not be estimable at the time of discovery of the matter. In these cases, a liability will be recorded at the low end of the range if no amount within the range is a better estimate in accordance with FASB ASC No. 450, Accounting for Contingencies.

The Company has been subject to various governmental audits in Brazil.  As of June 30, 2013, the Company has a remaining liability recorded of $2.1 million and may be required to pay up to $5 million.  To the extent that future payments are required above the amount recorded as a liability, the payments will be expensed.

Litigation

The Company is subject to various legal actions and claims incidental to its business, including potential lawsuits with customers or suppliers. Litigation is subject to many uncertainties and the outcome of individual litigated matters is not probable or estimable. After discussions with counsel litigating these matters, it is the opinion of management that the outcome of such matters will not have a material impact on the Company’s financial position, results of operations, or cash flows.

Note 18. Subsequent Events

Term Loan Credit Agreement 

On July 29, 2013, the Company repriced the $420 million term loan due April 2020 that remains outstanding under its Term Loan Credit Agreement entered into on April 23, 2013. Prior to such repricing, the pricing of the term loan was LIBOR (subject to a floor of 125 basis points) plus a spread of 450 basis points. The new pricing of the term loan is LIBOR (subject to a floor of 100 basis points) plus a spread of 375 basis points. In connection with this repricing, the Company anticipates that it will incur charges of up to $5 million in the third quarter of 2013. These charges relate to a premium paid by the Company and expenses associated with the repricing.

24

Senior Secured Notes Redemption Notice

On July 10, 2013, the Company’s wholly-owned subsidiaries, Tower Automotive Holdings USA, LLC and TA Holdings Finance, Inc. delivered notice to the holders of the notes that the Issuers would redeem all remaining outstanding notes at a redemption price of 105% of the principal amount thereof, which is $42.2 million (net of a remaining $0.8 million original issue discount)), plus accrued and unpaid interest, on August 26, 2013. Per the Term Loan Credit Agreement, the Company placed $45.2 million into an escrow account to cover this expected redemption and associated premium. This cash has been presented as restricted cash in the Condensed Consolidated Balance Sheet.

Assets Held for Sale

On July 1, 2013, the Company completed the sale of its Bergisch Gladbach, Germany facility and received cash proceeds of $2.5 million. On July 26, 2013, the Company completed the sale of its Romulus, Michigan facility and received cash proceeds of $0.4 million. The Company did not incur an additional gain or loss in connection with the sale of these assets. At June 30, 2013, both the Bergisch and Romulus facilities were considered held for sale in accordance with FASB ASC No. 360, Property, Plant, and Equipment.

25

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

Company Overview

We are a leading integrated global manufacturer of engineered structural metal components and assemblies primarily, serving automotive original equipment manufacturers, or OEMs. We offer our automotive customers a broad product portfolio, supplying body-structure stampings, frame and other chassis structures, as well as complex welded assemblies for small and large cars, crossovers, pickups, and sport utility vehicles, or SUVs. Our products are manufactured at 28 production facilities, strategically located near our customers in North America, South America, Europe, and Asia. We support our manufacturing operations through eight engineering and sales locations around the world. Our products are offered on a diverse mix of vehicle platforms, reflecting the balanced portfolio approach of our business model and the breadth of our product capabilities. We supply products to approximately 170 vehicle models globally to 11 of the 12 largest OEMs, based on 2012 production volumes.

Recent Trends

Production Volumes

During the second quarter of 2013, industry production volumes increased from 2012 in Europe, China, North America, and Brazil. IHS Automotive^® expects production volumes for full year 2013 to increase in all regions in which we operate when compared to 2012, with the exception of Europe. According to IHS Automotive^®, Europe volume is expected to recover in 2014 and beyond.

Pension Plan Discount Rates

The present value of our pension benefit obligation is calculated through the use of a discount rate. The discount rate used is established annually at the measurement date and reflects the construction of a yield curve analysis from a third party, which calculates the yield to maturity that mirrors the timing and amounts of future benefit payments. Our measurement date is December 31 of each year and as of December 31, 2012 the discount rate used was 3.65%. At June 30, 2013, the applicable discount rate has increased to 4.4%. No assurance can be provided that this trend will continue.

Based on our assumptions as of December 31, 2012, a change in the discount rate, holding all other assumptions constant, would have the following effect on our obligations on an annual basis:

	Impact on Obligation
	Increase			Decrease
.25% change in discount rate	$	(8,164,965	)	$	8,566,970

Factors Affecting our Industry, Revenues, and Expenses

For information regarding factors that affect our industry, our revenues, and our expenses, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2012.

Adjusted EBITDA

We use the term Adjusted EBITDA throughout this report. We define Adjusted EBITDA as net income / (loss) before interest, taxes, depreciation, amortization, restructuring items, and other adjustments described in the reconciliations provided in this report. Adjusted EBITDA is not a measure of performance defined in accordance with generally accepted accounting principles (‘‘GAAP’’) in the United States. We use Adjusted EBITDA as a supplement to our GAAP results in evaluating our business.

Adjusted EBITDA is included in this report because it is one of the principal factors upon which our management assesses performance. Our Chief Executive Officer measures the performance of our segments on the basis of Adjusted EBITDA. As an analytical tool, Adjusted EBITDA assists us in comparing our performance over various reporting periods on a consistent basis because it excludes items that we do not believe reflect our core operating performance.

We believe that Adjusted EBITDA is useful in evaluating our performance because Adjusted EBITDA is a commonly used financial metric for measuring and comparing the operating performance of companies in our industry. We believe that the disclosure of Adjusted EBITDA offers an additional financial metric that, when coupled with GAAP results and the reconciliation to GAAP results, provides a more complete understanding of our results of operations and the factors and trends affecting our business.

26

Adjusted EBITDA should not be considered as an alternative to net income / (loss) as an indicator of our performance, as an alternative to net cash provided by operating activities as a measure of liquidity, or as an alternative to any other measure prescribed by GAAP. There are limitations to using non-GAAP measures such as Adjusted EBITDA. Although we believe that Adjusted EBITDA may make an evaluation of our operating performance more consistent because it removes items that do not reflect our core operations, (i) other companies in our industry may define Adjusted EBITDA differently than we do and as a result, it may not be comparable to similarly titled measures used by other companies in our industry; and (ii) Adjusted EBITDA excludes certain financial information that some may consider important in evaluating our performance.

We compensate for these limitations by providing disclosure of the differences between Adjusted EBITDA and GAAP results, including providing a reconciliation of Adjusted EBITDA to GAAP results, to enable investors to perform their own analysis of our operating results. For a reconciliation of consolidated Adjusted EBITDA to its most directly comparable GAAP measure, net income / (loss), see “Results of Operations” below.

Because of these limitations, Adjusted EBITDA should not be considered as a measure of the income generated by our business or discretionary cash available to us to invest in the growth of our business. Our management compensates for these limitations by analyzing both our GAAP results and Adjusted EBITDA.

Results of Operations—Three Months Ended June 30, 2013 Compared with the Three Months Ended June 30, 2012

The following table presents production volumes in specified regions, according to July IHS Automotive^®, for the three months ended June 30, 2013 compared to the three months ended June 30, 2012 (in millions of units produced):

	Europe			China			North America			Brazil
Three Months Ended June 30, 2013		5.1			4.6			4.2			1.0
Three Months Ended June 30, 2012		5.0			4.2			4.0			0.8
Increase / (decrease)		0.1			0.4			0.2			0.2
Percentage change		1	%		11	%		6	%		23	%

27

The following table presents selected financial information for the three months ended June 30, 2013 and 2012 (in millions):

	International				Americas				Consolidated
	Three Months Ended				Three Months Ended				Three Months Ended
	June 30,				June 30,				June 30,
	2013		2012		2013		2012		2013			2012
Revenues	$	242.6	$	251.6	$	313.3	$	303.4	$	555.9		$	555.0
Cost of sales		217.1		222.8		269.3		261.7		486.4			484.5
Gross profit		25.5		28.8		44.0		41.7		69.5			70.5
Selling, general, and administrative expenses		11.2		11.1		22.4		21.4		33.6			32.5
Amortization		0.5		0.9		0.2		0.4		0.7			1.3
Restructuring and asset impairment charges, net		1.2		0.7		13.4		2.1		14.6			2.8
Operating income	$	12.6	$	16.1	$	8.0	$	17.8		20.6			33.9
Interest expense, net										21.2			13.8
Other expense										40.9			-
Provision for income taxes										3.6			12.5
Equity in loss of joint ventures, net of tax										(0.2	)		-
Income from discontinued operations, net of tax										-			1.6
Net income / (loss) attributable to noncontrolling interest, net of tax										(0.2	)		1.5
Net income/ (loss) attributable to to Tower International, Inc.									$	(45.1	)	$	7.7

Comparison of Periods – GAAP Analysis of Consolidated Results

Revenues

Total revenues increased during the three months ended June 30, 2013 by $0.9 million from the three months ended June 30, 2012, reflecting primarily higher volume in our Americas segment ($11.3 million), offset partially by lower volume in our International segment ($6.9 million). Revenues were positively impacted by the strengthening of foreign currencies against the U.S. dollar in our International segment, primarily the Euro ($3.6 million) and the Chinese Rmb ($1.2 million), but were negatively impacted by the strengthening of the U.S. dollar against foreign currencies in our Americas segment, primarily the Brazilian Real ($2.7 million). Revenues were also adversely impacted by unfavorable pricing ($5.6 million).

Gross Profit

When we analyze our total gross profit, we separately categorize external factors—volume, product mix, and foreign exchange—and all other factors which impact gross profit, which we refer to as “other factors”. When we refer to “mix,” we are referring to the relative composition of revenues and profitability of the products we sell in any given period. When we refer to “pricing and economics,” we are referring to (i) the impact of adjustments in the pricing of particular products, which we refer to as product pricing; (ii) the impact of steel price changes, taking into account the component of our product pricing attributable to steel, the cost of steel included in our cost of sales, and the amounts recovered on the sale of offal, which in total we refer to as the net steel impact; and (iii) the impact of inflation and changes in operating costs such as labor, utilities, and fuel, which we refer to as economics.

Total gross profit decreased by $1 million, or 1%, from the three months ended June 30, 2012 to the three months ended June 30, 2013 and our gross profit margin decreased from 12.7% during the 2012 period to 12.5% during the 2013 period. Total gross profit decreased reflecting primarily additional volume-related fixed costs ($4.7 million) and unfavorable product mix ($2.1 million), offset partially by higher volume ($1 million). Foreign exchange had a negligible impact. All other factors were net favorable by $4.8 million. Cost of sales was reduced by favorable efficiencies ($12.1 million), lower launch costs ($2.3 million), the gain recognized in connection with the de-consolidation of our Chinese joint venture ($1.5 million), and lower pension expense ($0.6 million). These factors were offset partially by unfavorable pricing and economics ($9.3 million) and higher depreciation ($1.5 million).

Total gross profit was negatively impacted by an increase in the depreciation included in cost of sales from $20.2 million during the three months ended June 30, 2012 to $21.7 million during the three months ended June 30, 2013. The increase reflected primarily increased capital spending in 2012 on property, plant, and equipment.

28

Selling, General, and Administrative Expenses (“SG&A”)

Total SG&A increased $1.1 million, or 3%, from the three months ended June 30, 2012, reflecting primarily higher compensation costs ($2.2 million) and fees incurred in connection with the de-consolidation of a Chinese joint venture ($0.4 million), offset partially by the non-recurrence of IPO related compensation costs ($2.5 million).

Amortization Expense

Total amortization expense decreased $0.6 million, or 46%, from the three months ended June 30, 2012, reflecting primarily the amortization of Tower Defense & Aerospace, LLC (“TD&A”) intangible assets during the three months ended June 30, 2012, which became fully amortized during 2012, and the amortization of intangible assets at one of our International locations during the three months ended June 30, 2012, which became fully amortized in March 2013. Our amortization expense consists of the charges we incur to amortize certain intangible assets.

Restructuring and Asset Impairment Charges, net

Total restructuring expense increased $11.8 million from the three months ended June 30, 2012. During the second quarter of 2013, we incurred charges related to the closure of TD&A (described in note 7), the ongoing maintenance expense of facilities closed as a result of prior actions, an impairment charge on a facility classified as held for sale in our International segment, and charges related to severance costs to reduce fixed costs.

Interest Expense, net    

Interest expense, net, increased $7.4 million, or 54%, from the three months ended June 30, 2012, reflecting primarily the accelerated amortization of the original issue discount and debt issue costs associated with the notes repurchase in connection with the Tender Offer ($8.3 million) and the accelerated amortization of the original issue discount and debt issue costs in connection with the retirement of $43 million of notes in May 2013 ($1.3 million), described in note 8, offset partially by the lower interest expense associated with the notes repurchase in connection with the Tender Offer and the issuance of the Term Loan Credit Facility during the second quarter of 2013 ($1.5 million).

Other Expense

Other expense represents the premium paid and tender fee on the notes repurchase in connection with the Tender Offer ($38.1 million), the premium paid on the $43 million notes redeemed in May 2013 ($2.2 million), and the breakage fee incurred to reduce the Letter of Credit Facility from $22.5 million to $8.5 million ($0.6 million).

Provision for Income Taxes

Income tax expense decreased $8.9 million from the three months ended June 30, 2012. A significant portion of the decrease is due to the one-time $6.5 million charge for the recording of a valuation allowance, on our deferred tax assets in Brazil, during the second quarter of 2012. Our income tax expense varies each period depending on the level and mix of income and losses generated in various jurisdictions in which we do business.

Noncontrolling Interest, Net of Tax    

The adjustment to our earnings required to give effect to the allocation of noncontrolling interests decreased by $1.7 million from the three months ended June 30, 2012, reflecting decreased earnings in our Chinese joint ventures.

29

Comparison of Periods—Non-GAAP Analysis of Adjusted EBITDA 

A reconciliation of Adjusted EBITDA to net income attributable to Tower International, Inc. for the periods presented is set forth below (in millions):

	International						Americas						Consolidated
	Three Months Ended						Three Months Ended						Three Months Ended
	June 30,						June 30,						June 30,
	2013			2012			2013			2012			2013			2012
Adjusted EBITDA	$	22.0		$	25.1		$	40.2		$	37.3		$	62.2		$	62.4
Intercompany charges		2.4			1.4			(2.4	)		(1.4	)		-			-
Restructuring and asset impairments		(1.1	)		(0.7	)		(13.5	)		(2.1	)		(14.6	)		(2.8	)
Depreciation and amortization		(10.2	)		(9.5	)		(13.3	)		(12.9	)		(23.5	)		(22.4	)
Acquisition and other		(0.5	)		(0.1	)		-			(0.1	)		(0.5	)		(0.2	)
Long-term compensation (a)		-			(0.1	)		(1.8	)		(3.0	)		(1.8	)		(3.1	)
Closure of TD&A (b)		-			-			(1.2	)		-			(1.2	)		-
Operating income	$	12.6		$	16.1		$	8.0		$	17.8			20.6			33.9
Interest expense, net														(21.2	)		(13.8	)
Other expense (c)														(40.9	)		-
Provision for income taxes														(3.6	)		(12.5	)
Equity in loss of joint ventures, net of tax (d)														(0.2	)		-
Income from discontinued operations, net of tax														-			1.6
Net income / (loss) attributable to noncontrolling interest, net of tax														0.2			(1.5	)
Net income / (loss) attributable to Tower International, Inc.													$	(45.1	)	$	7.7

____________

(a) Represents the compensation expense related to stock options, restricted stock units, certain one-time compensation programs triggered by the closing of the notes offering and the closing of the initial public offering in 2010, and certain compensation programs intended to benefit our long-term success and growth. The compensation charges are incurred during the applicable vesting periods of each program. The amounts presented for the three months ended June 30, 2012 have been adjusted to include the expense relating to our recurring stock option and restricted stock unit expense due to our change in treatment for such expenses which are now excluded from Adjusted EBITDA. We changed this treatment during 2013.

(b) Represents the exclusion of non-recurring losses incurred during the period associated with TD&A, which was closed during the second quarter of 2013. These losses are not indicative of the actual operating performance of the core business.

(c) Represents the premium paid in connection with the repurchase of our notes related to the Tender Offer and the premium paid in connection with the retirement of $43 million of our notes during the second quarter of 2013.

(d) Represents the net loss attributable to joint ventures that we do not consolidate in our financial results, given the non-controlling nature of our interests in these entities.

30

The following table presents revenues (a GAAP measure) and Adjusted EBITDA (a non-GAAP measure) for the three months ended June 30, 2013 and 2012 (in millions), as well as an explanation of variances:

	International						Americas						Consolidated
	Revenues			Adjusted EBITDA(e)			Revenues			Adjusted EBITDA(e)			Revenues			Adjusted EBITDA(e)
Three Months Ended June 30, 2013 results	$	242.6		$	22.0		$	313.3		$	40.2		$	555.9		$	62.2
Three Months Ended June 30, 2012 results		251.6			25.1			303.4			37.3			555.0			62.4
Variance	$	(9.0	)	$	(3.1	)	$	9.9		$	2.9		$	0.9		$	(0.2	)
Variance attributable to:
Volume and mix	$	(6.9	)	$	(6.7	)	$	11.3		$	0.9		$	4.4		$	(5.8	)
Foreign exchange		4.8			0.2			(2.7	)		(0.3	)		2.1			(0.1	)
Pricing and economics		(6.9	)		(4.5	)		1.3			(5.8	)		(5.6	)		(10.3	)
Efficiencies		—			5.1			—			7.0			—			12.1
Selling, general, and administrative expenses and other items (f)		—			2.8			—			1.1			—			3.9
Total	$	(9.0	)	$	(3.1	)	$	9.9		$	2.9		$	0.9		$	(0.2	)

(e) We have presented a reconciliation of Adjusted EBITDA to net income attributable to Tower International, Inc., above.

(f) When we refer to “selling, general, and administrative expenses (“SG&A”) and other items”, the “other items” refer to (i) savings which we generate after implementing restructuring actions, (ii) the costs associated with launching new products, and (iii) one-time items which may include reimbursement of costs.

Adjusted EBITDA

When we analyze Adjusted EBITDA, we separately categorize external factors—volume, product mix and foreign exchange—and all other factors which impact Adjusted EBITDA, which we refer to as “other factors.”

Consolidated Company: Consolidated Adjusted EBITDA decreased by $0.2 million from the three months ended June 30, 2012, reflecting primarily additional volume-related fixed costs ($4.7 million) and unfavorable product mix ($2.1 million), offset partially by higher volume ($1 million). Foreign exchange had a negligible impact. All other factors were net favorable by $5.7 million. Favorable efficiencies ($12.1 million) and favorable SG&A expenses and other items ($3.9 million) were offset partially by unfavorable pricing and economics ($10.3 million).

International Segment: In our International segment, Adjusted EBITDA decreased by $3.1 million or 12% from the three months ended June 30, 2012, reflecting primarily lower volume ($4.5 million) and additional volume-related fixed costs ($2.8 million), offset partially by favorable product mix ($0.6 million) and favorable foreign exchange ($0.2 million). All other factors were net favorable by $3.4 million. Favorable efficiencies ($5.1 million) and favorable SG&A expenses and other items ($2.8 million) were offset partially by unfavorable pricing and economics ($4.5 million), principally product pricing and labor costs. SG&A expenses and other items reflect primarily lower launch costs ($3.2 million) and the gain in connection with the de-consolidation of a Chinese joint venture ($1.5 million), offset partially by the non-recurrence of customer cost recoveries ($1.6 million) and higher intercompany charges ($0.6 million).

Americas Segment: In our Americas segment, Adjusted EBITDA increased by $2.9 million or 8% from the three months ended June 30, 2012, reflecting primarily higher volume ($5.5 million), which was offset by unfavorable product mix ($2.7 million), additional volume-related fixed costs ($1.9 million), and unfavorable foreign exchange ($0.3 million). All other factors were net favorable by $2.3 million. Favorable efficiencies ($7.0 million) and favorable SG&A expenses and other items ($1.1 million) were offset partially by unfavorable pricing and economics ($5.8 million), principally product pricing and labor costs. SG&A spending and other items reflect primarily lower intercompany charges ($0.6 million) and lower pension expense ($0.6 million), offset partially by higher launch costs ($0.9 million).

31

Six Months Ended June 30, 2013 Compared with the Six Months Ended June 30, 2012

The following table presents production volumes in specified regions, according to July IHS Automotive^®, for the six months ended June 30, 2013 compared to the six months ended June 30, 2012 (in millions of units produced):

	Europe			China			North America			Brazil
Six Months Ended June 30, 2013		9.9			9.4			8.2			1.7
Six Months Ended June 30, 2012		10.2			8.3			8.0			1.5
Increase / (decrease)		(0.4	)		1.1			0.3			0.3
Percentage change		(4	)%		13	%		4	%		17	%

According to July IHS Automotive^®, full year vehicle production is expected to increase by 5% in North America and decrease by 2% in Europe during 2013, as compared to 2012.

The following table presents selected financial information for the six months ended June 30, 2013 and 2012 (in millions):

	International				Americas				Consolidated
	Six Months Ended				Six Months Ended				Six Months Ended
	June 30,				June 30,				June 30,
	2013		2012		2013		2012		2013			2012
Revenues	$	487.3	$	500.1	$	602.7	$	584.5		1,090.0			1,084.6
Cost of sales		435.4		445.7		527.1		511.9		962.5			957.6
Gross profit		51.9		54.4		75.6		72.6		127.5			127.0
Selling, general, and administrative expenses		23.6		23.5		43.3		45.5		66.9			69.0
Amortization		1.1		1.3		0.4		1.0		1.5			2.3
Restructuring and asset impairment charges, net		1.2		1.8		16.1		3.0		17.3			4.8
Operating income	$	26.0	$	27.8	$	15.8	$	23.1		41.8			50.9
Interest expense, net										34.4			27.2
Other expense										40.9			-
Provision for income taxes										7.1			14.7
Equity in loss of joint ventures, net of tax										(0.2	)		-
Income from discontinued operations, net of tax										-			2.4
Net income attributable to noncontrolling interest, net of tax										1.8			3.1
Net income / (loss) attributable to Tower International, Inc.									$	(42.6	)	$	8.3

Comparison of Periods – GAAP Analysis of Consolidated Results

Revenues

Total revenues increased during the six months ended June 30, 2013 by $5.4 million from the six months ended June 30, 2012, reflecting primarily higher volume in our Americas segment ($24.5 million) offset partially by lower volume in our International segment ($8.8 million). Revenues were positively impacted by the strengthening of foreign currencies against the U.S. dollar in our International segment, primarily the Euro ($4.5 million) and the Chinese Rmb ($1.9 million), but were negatively impacted by the strengthening of the U.S. dollar against foreign currencies in our Americas segment, primarily the Brazilian Real ($8.4 million). Revenues were also adversely impacted by unfavorable pricing ($8.3 million).

Gross Profit

Total gross profit increased by $0.5 million from the six months ended June 30, 2012 to the six months ended June 30, 2013, while our gross profit margin remained consistent at 11.7% during the 2012 and 2013 periods. The increase in total gross profit reflects higher volume ($5.1 million), which was more than offset by additional volume-related fixed costs ($7 million), unfavorable product mix ($0.9 million), and unfavorable foreign exchange ($0.4 million). All other factors were net favorable by $3.7 million. Cost of sales was reduced by favorable efficiencies ($21.6 million), lower launch costs ($3.6 million), exclusion of the non-recurring losses associated with TD&A ($1.6 million), and lower pension expense ($1.2 million). These factors were offset partially by unfavorable pricing and economics ($19.4 million) and higher depreciation ($4.8 million).

32

Total gross profit was negatively impacted by an increase in the depreciation included in cost of sales from $40.3 million during the six months ended June 30, 2012 to $45.1 million during the six months ended June 30, 2013. The increase reflected primarily increased capital spending in 2012 on property, plant, and equipment.

Selling, General, and Administrative Expenses (“SG&A”)

Total SG&A decreased $2.1 million, or 3%, from the six months ended June 30, 2012, reflecting primarily the non-recurrence of IPO related compensation costs ($5.9 million), offset partially by higher compensation costs ($3.5 million) and fees incurred in connection with the de-consolidation of a Chinese joint venture ($0.4 million).

Amortization Expense

Total amortization expense decreased $0.8 million, or 35%, from the six months ended June 30, 2012, reflecting primarily the amortization of TD&A intangible assets during the three months ended June 30, 2012, which became fully amortized during 2012, and the amortization of intangible assets at one of our International locations during the three months ended June 30, 2012, which became fully amortized in March 2013. Our amortization expense consists of the charges we incur to amortize certain intangible assets.

Restructuring and Asset Impairment Charges, net

Total restructuring expense increased $12.5 million from the six months ended June 30, 2012. During 2013, we incurred charges related to the closure of TD&A (described in note 7), the ongoing maintenance expense of facilities closed as a result of prior actions, an impairment charge on a facility we ceased using in our Americas segment, and a facility classified as held for sale in our International segment, and charges related to severance costs in Europe to reduce fixed costs.

Interest Expense, net    

Interest expense, net, increased $7.2 million, or 26%, from the six months ended June 30, 2012, reflecting primarily the accelerated amortization of the original issue discount and debt issue costs associated with the notes repurchase in connection with the Tender Offer ($8.3 million), the lower interest expense associated with the notes repurchase in connection with the Tender Offer and the issuance of the Term Loan Credit Facility during the second quarter of 2013 ($1.5 million), described in note 8, and the accelerated amortization of the original issue discount and debt issue costs in connection with the retirement of $43 million of notes in May 2013 ($1.3 million), described in note 8.

Other Expense

Other expense represents the premium paid and tender fee on the notes repurchase in connection with the Tender Offer ($38.1 million), the premium paid on the $43 million notes redeemed in May 2013 ($2.2 million), and the breakage fee incurred to reduce the Letter of Credit Facility from $22.5 million to $8.5 million ($0.6 million).

Provision for Income Taxes

Income tax expense decreased $7.6 million from the six months ended June 30, 2012. A significant portion of the decrease is due to the one-time $6.5 million charge for the recording of a valuation allowance, on our deferred tax assets in Brazil, during the second quarter of 2012. Our income tax expense varies each period depending on the level and mix of income and losses generated in various jurisdictions in which we do business.

Noncontrolling Interest, Net of Tax    

The adjustment to our earnings required to give effect to the allocation of noncontrolling interests decreased by $1.3 million from the six months ended June 30, 2012, reflecting decreased earnings in our Chinese joint ventures during the second quarter of 2013, which more than offset the increase in earnings during the first quarter of 2013.

33

Comparison of Periods—Non-GAAP Analysis of Adjusted EBITDA

A reconciliation of Adjusted EBITDA to net income attributable to Tower International, Inc. for the periods presented is set forth below (in millions):

	International						Americas						Consolidated
	Six Months Ended						Six Months Ended						Six Months Ended
	June 30,						June 30,						June 30,
	2013			2012			2013			2012			2013			2012
Adjusted EBITDA	$	44.0		$	45.7		$	70.3		$	63.0		$	114.3		$	108.7
Intercompany charges		5.1			2.9			(5.1	)		(2.9	)		-			-
Restructuring and asset impairments		(1.2	)		(1.8	)		(16.1	)		(3.0	)		(17.3	)		(4.8	)
Depreciation and amortization		(21.3	)		(18.6	)		(27.3	)		(26.1	)		(48.6	)		(44.7	)
Acquisition and other		(0.6	)		(0.1	)		(0.1	)		-			(0.7	)		(0.1	)
Long-term compensation (a)		-			(0.3	)		(3.1	)		(7.9	)		(3.1	)		(8.2	)
Closure of TD&A (b)		-			-			(2.8	)		-			(2.8	)		-
Operating income	$	26.0		$	27.8		$	15.8		$	23.1			41.8			50.9
Interest expense, net														(34.4	)		(27.2	)
Other expense (c)														(40.9	)		-
Provision for income taxes														(7.1	)		(14.7	)
Equity in loss of joint ventures, net of tax (d)														(0.2	)		-
Income from discontinued operations, net of tax														-			2.4
Net income attributable to noncontrolling interest, net of tax														(1.8	)		(3.1	)
Net income / (loss) attributable to Tower International, Inc.													$	(42.6	)	$	8.3

____________

(a) Represents the compensation expense related to stock options, restricted stock units, certain one-time compensation programs triggered by the closing of the notes offering and the closing of the initial public offering in 2010, and certain compensation programs intended to benefit our long-term success and growth. The compensation charges are incurred during the applicable vesting periods of each program. The amounts presented for the six months ended June 30, 2012 have been adjusted to include the expense relating to our recurring stock option and restricted stock unit expense due to our change in treatment for such expenses which are now excluded from Adjusted EBITDA. We changed this treatment during 2013.

(b) Represents the exclusion of the non-recurring losses incurred during the period associated with TD&A, which was closed during the second quarter of 2013. These losses are not indicative of the actual operating performance of the core business.

(c) Represents the premium paid in connection with the repurchase of our notes related to the Tender Offer and the premium paid in connection with the retirement of $43 million of our notes during the second quarter of 2013.

(d) Represents the net loss attributable to joint ventures that we do not consolidate in our financial results, given the non-controlling nature of our interests in these entities.

34

The following table presents revenues (a GAAP measure) and Adjusted EBITDA (a non-GAAP measure) for the six months ended June 30, 2013 and 2012 (in millions), as well as an explanation of variances:

	International						Americas						Consolidated
	Revenues			Adjusted EBITDA(e)			Revenues			Adjusted EBITDA(e)			Revenues			Adjusted EBITDA(e)
Six Months Ended June 30, 2013 results	$	487.3		$	44.0		$	602.7		$	70.3		$	1,090.0		$	114.3
Six Months Ended June 30, 2012 results		500.1			45.7			584.5			63.0			1,084.6			108.7
Variance	$	(12.8	)	$	(1.7	)	$	18.2		$	7.3		$	5.4		$	5.6
Variance attributable to:
Volume and mix	$	(8.8	)	$	(8.2	)	$	24.5		$	5.4		$	15.7		$	(2.8	)
Foreign exchange		6.4			0.1			(8.4	)		(0.3	)		(2.0	)		(0.2	)
Pricing and economics		(10.4	)		(8.1	)		2.1			(13.5	)		(8.3	)		(21.6	)
Efficiencies		—			12.1			—			9.5			—			21.6
Selling, general, and administrative expenses and other items		—			2.4			—			6.2			—			8.6
Total	$	(12.8	)	$	(1.7	)	$	18.2		$	7.3		$	5.4		$	5.6

(e) We have presented a reconciliation of Adjusted EBITDA to net income attributable to Tower International, Inc., above.

Adjusted EBITDA

Consolidated Company: Consolidated Adjusted EBITDA increased by $5.6 million, or 5%, from the six months ended June 30, 2012, withstanding additional volume-related fixed costs ($7 million), unfavorable product mix ($0.9 million), and unfavorable foreign exchange ($0.2 million), offset partially by higher volume ($5.1 million). All other factors were net favorable by $8.6 million. Favorable efficiencies ($21.6 million) and favorable SG&A expenses and other items ($8.6 million) were offset partially by unfavorable pricing and economics ($21.6 million).

International Segment: In our International segment, Adjusted EBITDA decreased by $1.7 million, or 4%, from the six months ended June 30, 2012, reflecting primarily lower volume ($5.6 million) and additional volume-related fixed costs ($4 million), offset partially by favorable product mix ($1.4 million). Foreign exchange had a negligible impact. All other factors were net favorable by $6.4 million. Favorable efficiencies ($12.1 million) and favorable SG&A expenses and other items ($2.4 million) were offset partially by unfavorable pricing and economics ($8.1 million), principally product pricing and labor costs. SG&A expenses and other items reflect primarily lower launch costs ($4.2 million) and the gain in connection with the de-consolidation of a Chinese joint venture ($1.5 million), offset partially by higher intercompany charges ($2.3 million) and the non-recurrence of customer cost recoveries ($1.6 million).

Americas Segment: In our Americas segment, Adjusted EBITDA increased by $7.3 million, or 12%, from the six months ended June 30, 2012, reflecting primarily higher volume ($10.7 million), offset partially by additional volume-related fixed costs ($3 million), unfavorable product mix ($2.3 million), and unfavorable foreign exchange ($0.3 million). All other factors were net favorable by $2.2 million. Favorable efficiencies ($9.5 million) and favorable SG&A expenses and other items ($6.2 million) were offset partially by unfavorable pricing and economics ($13.5 million), principally product pricing and labor costs. SG&A spending and other items reflect primarily lower intercompany charges ($2.3 million), the exclusion of the non-recurring losses associated with TD&A ($1.6 million), and lower pension expense ($1.2 million), offset partially by higher launch costs ($0.6 million).

35

Restructuring and Asset Impairment Charges

The following table sets forth our net restructuring and asset impairment charges by type for the periods presented (in millions):

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Employee termination costs	$	0.9	$	0.8	$	1.0	$	1.9
Other exit costs		3.7		2.1		5.3		2.9
Asset impairment		10.0		-		11.0		-
Restructuring and asset impairment charges, net	$	14.6	$	2.9	$	17.3	$	4.8

We restructure our global operations in an effort to align our capacity with demand and to reduce our costs. Restructuring costs include employee termination benefits and other incremental costs resulting from restructuring activities. These incremental costs principally include equipment and personnel relocation costs. Restructuring costs are recognized in our Condensed Consolidated Financial Statements in accordance with FASB ASC No. 420, Exit or Disposal Obligations, and are presented our Consolidated Condensed Statement of Operations as “restructuring and asset impairment charges, net (Note 7)”. We believe the restructuring actions discussed below will help our efficiency and results of operations on a going forward basis.

In April 2013, our Board determined to close the operations of Tower Defense & Aerospace, LLC (“TD&A”). In June 2013, we received $9.1 million in cash proceeds for the sale of substantially all of TD&A’s assets. In connection with such closure, we incurred $11.5 million of restructuring charges, of which $8.2 million represents an impairment charge, $2.8 million represents other exit costs, and $0.5 million represents severance costs. We do not anticipate that we will incur additional restructuring charges during the third quarter of 2013. As of June 30, 2013, we have a liability recorded of $0.5 million related to the severance costs and lease buy-outs for such closure.

The charges incurred during the three and six months ended June 30, 2013 related to the closure of TD&A during the second quarter of 2013, the ongoing maintenance expense of facilities closed in our Americas segment as a result of prior actions, and an impairment charge on a facility we ceased using during the first quarter of 2013 in our Americas segment. The charges incurred in our International segment related to an impairment charge on the Bergisch facility that was considered held for sale during the second quarter of 2013 and severance costs to reduce fixed costs.

The charges incurred during the three and six months ended June 30, 2012 related to the ongoing maintenance of facilities closed in our Americas segment as a result of prior actions, severance costs in our International segment to reduce fixed costs in Europe, and the costs incurred to close a manufacturing facility and relocate the operations to one of our existing manufacturing facilities in the Americas segment.

We expect to continue to incur additional restructuring expense in 2013 related primarily to previously announced restructuring actions and may engage in new actions if business conditions warrant further actions. We do not anticipate any additional expense that will be significant, with respect to previously announced actions.

Liquidity and Capital Resources

General

We generally expect to fund expenditures for operations, administrative expenses, capital expenditures, and debt service obligations with internally generated funds from operations and we generally expect to satisfy working capital needs from time-to-time with borrowings under our revolving credit facility or cash on hand. As of June 30, 2013, we had available liquidity of approximately $216 million, which we believe is adequate to fund our working capital requirements for at least the next twelve months. We believe that we will be able to meet our debt service obligations and fund our short-term and long-term operating requirements for at least the next twelve months with cash flow from operations, cash on hand, and borrowings under our revolving credit facility.

36

Cash Flows and Working Capital

The following table shows the components of our cash flows from continuing operations for the periods presented (in millions):

	Six Months Ended June 30,
	2013			2012
Net cash provided by / (used in):
Operating activities	$	11.8		$	29.9
Investing activities		(27.4	)		(60.6	)
Financing activities		4.4			33.4

Net Cash Provided by Operating Activities. During the six months ended June 30, 2013 we generated $11.8 million of cash flow from operations, compared with $29.9 million during the six months ended June 30, 2012. The primary reason for this decrease was lower net income and an unfavorable fluctuation in working capital items. During the six months ended June 30, 2013 we utilized $43 million of cash through working capital items, compared to $34.4 million during the six months ended June 30, 2012. The $8.6 million change reflects primarily the unfavorable timing of the net effects of payments and receipts of customer funded tooling of $27.2 million, offset partially by the favorable fluctuation in net trade accounts receivable and payable of $14.4 million and the favorable inventory fluctuation of $11 million.

Net Cash Used in Investing Activities. Net cash utilized in investing activities was $27.4 million during the six months ended June 30, 2013, compared to $60.6 million during the six months ended June 30, 2012. The $33.2 million change in cash used reflects the decrease in capital expenditures related primarily to the timing of program launches and expansion in China in 2012.

Net Cash Provided by Financing Activities. Net cash provided by financing activities was $4.4 million during the six months ended June 30, 2013, compared to $33.4 million during the six months ended June 30, 2012. The $29 million change was attributable primarily to the proceeds received from borrowings on the Term Loan Credit Facility offset partially by the partial redemptions of our notes, the premiums paid on the redemption of our notes, decreased borrowings, debt financing costs associated with the Term Loan Credit Facility, and remittance of dividends to our noncontrolling interests.

Working Capital

We manage our working capital by monitoring key metrics principally associated with inventory, accounts receivable, and accounts payable. Our quarterly average inventory days on hand has decreased from 17 days during the fourth quarter of 2012 to 15 days during the second quarter of 2013. Our inventory levels decreased from $81.3 million at December 31, 2012 to $80.5 million at June 30, 2013. The decrease was primarily due to increased days on hand performance and lower inventory at TD&A, offset partially by higher sales in the second quarter of 2013 compared to the fourth quarter of 2012. We actively manage our inventory balances to minimize the inventory on hand, which is facilitated by our customers’ just-in-time manufacturing processes. We are implementing additional inventory control measures during 2013 in an effort to reduce inventory days on hand to lower levels.

We have continued our efforts to match the terms on which we pay our suppliers with the payment terms we receive from our customers in an effort to remain cash flow neutral with respect to our trade payables and receivables. Our accounts receivable balance increased from $266.1 million as of December 31, 2012 to $332.4 million as of June 30, 2013. The increase reflects increased revenue during the second quarter of 2013 compared to the fourth quarter of 2012.

Our accounts payable balance increased from $264.9 million as of December 31, 2012 to $311.9 million as of June 30, 2013. The change reflects primarily the increase of trade accounts payable, reflecting primarily the matching of terms with our customers and vendors, as described above, offset partially by the decrease of accounts payable related to customer funded tooling, which resulted from the timing of customer programs.

On June 30, 2013 and December 31, 2012, we had working capital balances of $166.6 million and $94 million, respectively. Included in our working capital balance at June 30, 2013 is $45.2 million in restricted cash that is in an escrow account to cover the expected third quarter 2013 redemption of our notes and the associated premium. At June 30, 2013, the outstanding principal balance of our notes of $42.2 million (net of a remaining $0.8 million original issue discount) has been presented as long-term debt, net of current maturities in the Condensed Consolidated Balance Sheets. We have a substantial portion of our short-term debt that is subject to renewal. Historically, we have been successful in renewing this debt as it becomes due.

37

Per the Term Loan Credit Agreement, the Company placed $45.2 million into an escrow account to cover this expected third quarter 2013 redemption and associated premium. This cash has been presented as restricted cash in the Condensed Consolidated Balance Sheet. On July 10, 2013, the Issuers, in accordance with the Indenture, delivered notice to the noteholders that such redemption would occur on August 26, 2013.

Our working capital usage is seasonal in nature. During the first half of the year, production and sales typically increase substantially, which causes our working capital to increase because our accounts receivable and inventory increase. In the second half of the year, production and sales typically decline as a result of scheduled customer shutdowns. The lower production and sales generally results in a reduction of accounts receivable and inventory, which decreases our working capital.

Our working capital is also affected by our net position in respect to customer funded tooling with our customers. Tooling costs represent costs incurred by us in the development of new tooling used in the manufacture of our products. All pre-production tooling costs incurred for tools that we will not own and that will be used in producing products supplied under long-term supply agreements are expensed as incurred, unless the supply agreement provides us with the non-cancellable right to use the tools or the reimbursement of such costs is contractually guaranteed by the customer. Generally, when the customer awards a contract to us, the customer agrees to reimburse us for certain of our tooling costs. As the tooling is developed, we experience cash outflows because we bear the costs and we typically do not receive reimbursement from our customers until the manufacture of the particular program commences. This timing delay causes our working capital to fluctuate between periods due to the timing of the cash inflows and outflows.

Sources and Uses of Liquidity

Our available liquidity at June 30, 2013 was approximately $216 million, which consisted of $118.2 million of cash on hand and unutilized borrowing availability under our U.S. and foreign credit facilities of $89.1 million and $9.1 million, respectively. A significant portion of our cash balance is located at foreign subsidiaries, including China, and is presently being used to fund growth at those locations. Periodically, we remit cash from China in the form of dividends. In June 2013, we remitted $4.5 million in dividends from our Chinese joint venture in WuHu. As of December 31, 2012 and June 30, 2012, we had available liquidity of approximately $207 million and $198 million, respectively, excluding the cash and availability at our discontinued operation.

As of June 30, 2013, we had short-term debt of $73.3 million, of which $22.6 million related to secured lines of credit in Europe, $22.5 million related to receivables factoring in Europe, $15.2 million related to debt in Brazil, $8.8 million related to debt in China, and $4.2 million related to current maturities of our Term Loan Credit Facility. The majority of our Brazilian debt is subject to renewal. Historically, we have been successful in renewing this debt as it becomes due, but we cannot provide assurance that this debt will continue to be renewed or, if renewed, that this debt will continue to be renewed under the same terms. The receivables factoring in Europe consists of uncommitted demand facilities, which are subject to termination at the discretion of the banks, although we have not experienced any terminations by the banks. We believe that we will be able to continue to renew the majority of our Brazilian debt and to continue the receivables factoring in Europe.

During the second quarter of 2013:

· In Brazil, we obtained two new term loans. One term loan was for $9 million (R$20 million) with a maturity date of June 2015 and an interest of 13.41% per annum. The other term loan was for $1.3 million (R$3 million) with a maturity date of February 2018 and an interest rate of 3% per annum.

Free Cash Flow

Free cash flow is a non-GAAP measure that represents net cash provided by continuing operating activities less cash disbursed for purchases of property, plant, and equipment, net. We believe this metric provides useful information to our investors because management regularly reviews free cash flow as an important indicator of how much cash is generated by our normal business operations, including capital expenditures, and makes decisions based on it. Management also views free cash flow as a measure of cash available to reduce debt and grow the business. Free cash flow is calculated as follows (in millions):

38

	Six Months Ended
	June 30,
	2013			2012
Net cash provided by continuing operating activities	$	11.8		$	29.9
Cash disbursed for purchases of property, plant, and equipment, net		(30.2	)		(60.6	)
Free cash flow	$	(18.4	)	$	(30.7	)

Free cash flow was negative $18.4 million during the six months ended June 30, 2013, compared to negative $30.7 million during the six months ended June 30, 2012. The $12.3 million difference in free cash flow reflects primarily decreased capital spending offset partially by lower net income and the unfavorable fluctuation in working capital items during the six months ended June 30, 2013.

Debt

As of June 30, 2013, we had outstanding indebtedness, excluding capital leases, of approximately $591.4 million, which consisted of the following:

• $418 million (net of a $2 million discount) of indebtedness outstanding under our Term Loan Credit Facility (as defined below);

• $42.2 million (net of a $0.8 million discount) of indebtedness outstanding on our notes (as defined below);

• $35 million of indebtedness outstanding under our asset-based lending revolving credit facility; and

• $96.2 million of foreign subsidiary indebtedness.

Term Loan Credit Facility

On April 23, 2013, we and our subsidiaries, Tower Automotive Holdings USA, LLC, Tower Automotive Holdings I, LLC, Tower Automotive Holdings II(a) LLC, Tower Automotive Holdings II(b) LLC and the subsidiaries named therein, entered into a Term Loan and Guaranty Agreement (the “Term Loan Credit Agreement”) whereby we obtained a term loan of $420 million. The maturity date for the initial term loan disbursed under the Term Loan Credit Agreement is April 23, 2020.

Our term loan credit facility contains customary covenants applicable to certain of our subsidiaries, including a financial maintenance covenant (the “Total Net Leverage Ratio”) based on the ratio of Total Net Debt to Consolidated EBITDA (each as defined in the Term Loan Credit Agreement). As of the last day of each fiscal quarter, we are required to maintain a Total Net Leverage Ratio of not more than 3.75 to 1.00 on a rolling four quarter basis. Our financial condition and liquidity would be adversely impacted by the violation of any of our covenants.

On July 29, 2013, we repriced the $420 million term loan due April 2020 that remains outstanding under our Term Loan Credit Agreement entered into on April 23, 2013. Prior to such repricing, the pricing of the term loan was LIBOR (subject to a floor of 125 basis points) plus a spread of 450 basis points. The new pricing of the term loan is LIBOR (subject to a floor of 100 basis points) plus a spread of 375 basis points. In connection with this repricing, we anticipate that we will incur charges of up to $5 million in the third quarter of 2013. These charges relate to a premium paid by us and expenses associated with the repricing.

Tender Offer and Senior Secured Notes

On April 23, 2013, we completed a cash tender offer (the “Tender Offer”) whereby we offered to purchase up to $276 million of our outstanding 10.625% Senior Secured Notes due 2017 (the “10.625% Senior Secured Notes” or the “notes”). An aggregate principal amount of $362 million of the notes was validly tendered in the Tender Offer and not validly withdrawn. We accepted for purchase $276 million in aggregate principal amount of the notes at an aggregate purchase price of 113.58% of the principal amount thereof plus accrued and unpaid interest, which resulted in a premium paid of $37.5 million and a tender fee of $0.7 million that were recognized as other expense. Because the maximum aggregate principal amount of $276 million for the notes was exceeded, we did not accept all of the notes tendered for purchase. The notes that were tendered but not accepted were promptly returned to the tendering parties. In connection with the repurchase, we accelerated the amortization of the original issue discount and associated debt issue costs by $8.3 million in the second quarter of 2013.

On May 24, we redeemed $43 million of the notes at 105% of the principal amount thereof, plus accrued but unpaid interest, which resulted in a premium paid of $2.2 million that was recognized as other expense. In connection with the redemption, we accelerated the amortization of the original issue discount and associated debt issue costs by $1.3 million in the second quarter of 2013. We intend to redeem all of the remaining outstanding notes, which, as of June 30, 2013, had an outstanding principal balance of $42.2 million (net of a remaining $0.8 million original issue discount), at a redemption price of 105% of the principal amount thereof, plus accrued and unpaid interest, during the third quarter of 2013. Per the Term Loan Credit Agreement, we placed $45.2 million into an escrow account to cover expected third quarter 2013 redemption and associated premium. This cash has been presented as restricted cash in the Condensed Consolidated Balance Sheet. On July 10, 2013, the Issuers, in accordance with the Indenture, delivered formal notice to the noteholders that such redemption would occur on August 26, 2013.

39

The indenture governing the notes contains customary covenants applicable to our subsidiaries and places some restrictions on Tower International, Inc. The indenture governing the notes contains certain restrictions on, among other things, our subsidiaries’ ability to: incur debt; incur liens; declare or make distributions to us or our equity holders; repay debt; enter into mergers, acquisitions and other business combinations; engage in asset and equity sales; enter into sale and lease-back transactions; enter into restrictive agreements; and enter into transactions with affiliates. The indenture governing the notes includes customary events of default, including, but not limited to, in respect of payment defaults; breaches of covenants; bankruptcy; material judgments; failure to have perfected liens on substantially all or all the collateral securing the notes; and cross-acceleration to material indebtedness.

Amended Revolving Credit Facility

On June 19, 2013, we entered into a Second Amended and Restated Revolving Credit and Guaranty Agreement (the “Amended Revolving Credit Facility Agreement”) by and among Tower Automotive Holdings USA, LLC (the “Borrower”), the Company, Tower Automotive Holdings I, LLC (“Holdco”), Tower Automotive Holdings II(a), LLC, Tower Automotive Holdings II(b), LLC, the subsidiary guarantors named therein, JPMorgan Chase Bank, N.A., Wells Fargo Capital Finance, LLC and each of the other financial institutions from time to time party thereto, as lenders and JPMorgan Chase Bank, N.A., as issuing lender, as swing line lender and as administrative agent for the lenders (the “Agent”). The Amended Revolving Credit Facility Agreement amends and restates in its entirety the Amended and Restated Revolving Credit Facility Agreement, by and among Borrower, its domestic affiliate and domestic subsidiary guarantors named therein and the lenders party thereto and the Agent. The Amended Revolving Credit Facility Agreement provides for an asset-based revolving credit facility (the “Amended Revolving Credit Facility”) in the aggregate amount of up to $150 million, subject to a borrowing base limitation.

Our Amended Revolving Credit Facility Agreement also provides for the issuance of letters of credit in an aggregate amount not to exceed $50 million, provided that the total amount of credit (inclusive of revolving loans and letters of credit) extended under our Amended Revolving Credit Facility Agreement is subject to an overall cap, on any date, equal to the lesser of $150 million or the amount of the borrowing base on such date. The borrowing base is based upon the value of certain of our assets, including certain of our accounts receivable, inventory and property, plant, and equipment, and thus changes from time to time depending on the value of the assets included within the borrowing base. The administrative agent for this facility causes to be performed an appraisal of the assets (other than the accounts receivable) included in the calculation of the borrowing base either on an annual basis or, if our availability under the facility is less than the greater of (i) 15% of the total commitment (which is currently $150 million) or (ii) $22.5 million during any twelve month period, as frequently as on a semi-annual basis. In addition, if certain material defaults under the facility have occurred and are continuing, the administrative agent has the right to perform any such appraisal as often as it deems necessary in its sole discretion. Our administrative agent may make adjustments to our borrowing base pursuant to these appraisals. These adjustments may negatively impact our ability to obtain revolving loans or support our letters of credit needs under our Amended Revolving Credit Facility Agreement. Based on the value of our assets at June 30, 2013, we were entitled to borrow $135.6 million under our Amended Revolving Credit Facility Agreement at June 30, 2013. On that date, we had $35 million of borrowings under the Amended Revolving Credit Facility Agreement and $11.5 million of letters of credit outstanding under the Amended Revolving Credit Facility Agreement. Thus, we could have borrowed an additional $89.1 million under the Amended Revolving Credit Facility Agreement as of June 30, 2013, calculated as follows (in millions):

Revolver borrowing base	$	135.6
Borrowings on revolver		35.0
Letters of credit outstanding on revolver		11.5
Availability	$	89.1

Our Amended Revolving Credit Facility Agreement bears interest at a base rate plus a margin or at LIBOR plus a margin. The applicable margin is determined by reference to the average availability under the Amended Revolving Credit Facility Agreement over the preceding three months. The applicable margins as of June 30, 2013 were 1.25% and 2.25% for base rate and LIBOR based borrowings, respectively. Borrowings outstanding under our Amended Revolving Credit Facility Agreement may vary significantly from time to time depending on our cash needs at any given time. Our Amended Revolving Credit Facility Agreement matures in June 2018.

40

Our Amended Revolving Credit Facility Agreement contains customary covenants applicable to certain of our subsidiaries, including a financial maintenance covenant ratio (the “Fixed Charge Coverage Ratio”) based on the ratio of consolidated Adjusted EBITDA to consolidated fixed charges, each as defined in the agreement. If less than 10% of the total commitment is available under the facility for more than two consecutive days, we are required to maintain a consolidated Fixed Charge Coverage Ratio of not less than 1.00 to 1.00 on a rolling four quarter basis. If we are required at any time to maintain the consolidated Fixed Charge Coverage Ratio, such requirement will end if more than 10% of the total commitment is available (provided that such number cannot be less than $12.5 million) for twenty consecutive days. Our Letter of Credit Facility contains the same Fixed Charge Coverage Ratio as set forth in the Amended Revolving Credit Facility Agreement (as such covenant is only applicable under the Letter of Credit Facility Agreement to the same extent, and at the same times, that it is applicable under the Amended Revolving Credit Facility Agreement). During the second quarter of 2013, we were not required to maintain the Fixed Charge Coverage Ratio; thus, we were in compliance with our covenants.

Foreign Subsidiary Indebtedness

Our foreign subsidiary indebtedness consists primarily of borrowings in Europe, Brazil, China, and receivables factoring in Europe, which is described in note 8.

Capital and Operating Leases

We maintain capital leases primarily for a manufacturing facility and certain manufacturing equipment. We have several operating leases, including leases for office and manufacturing facilities and certain equipment, with lease terms expiring between the years 2013 and 2021. As of December 31, 2012, our total future operating lease payments amounted to $121.8 million and the present value of minimum lease payments under our capital leases amounted to $12.5 million. As of December 31, 2012, we were committed to making lease payments during 2013 of not less than $23.2 million on our operating leases and not less than $2.2 million on our capital leases.

Off-Balance Sheet Obligations

Our only off-balance sheet obligations consist of obligations under our Letter of Credit Facility and Amended Revolving Credit Facility. As of June 30, 2013, letters of credit outstanding were $8.1 million under the Letter of Credit Facility and $11.5 million under the Amended Revolving Credit Facility.

Our Letter of Credit Facility initially provided for the issuance of up to $38 million of letters of credit with a sublimit for Euro denominated letters of credit (with an option to increase the Letter of Credit Facility to $44.5 million in the future). We have amended the Letter of Credit Facility Agreement to reduce the Letter of Credit Facility on multiple occasions. In addition, on April 22, 2013, we amended the Letter of Credit Facility Agreement to, among other things, permit the incurrence of up to $430 million of indebtedness under the Term Loan Credit Agreement and the granting of liens to secure such indebtedness. On June 20, 2013, we amended the Letter of Credit Facility Agreement to reduce the Letter of Credit Facility from $22.5 million to $8.5 million (with an option to increase the Letter of Credit Facility to $44.5 million in the future). The remaining terms of the Letter of Credit Facility Agreement have remained the same. The expiration date of the Letter of Credit Facility is June 13, 2014. Applicable fees are 8.5% on the total amount of the facility.

41

Net Debt

Net debt is a non-GAAP measure that represents total debt less cash and cash equivalents. We regard net debt as a useful measure of our outstanding debt obligations. Our use of the term “net debt” should not be understood to mean that we will use any cash on hand to repay debt. Net debt is calculated as follows (in millions):

	As of June 30, 2013			As of December 31, 2012
Total debt	$	602.6		$	497.0
Cash and cash equivalents		(118.2	)		(113.9	)
Restricted cash, excluding premium for redemption of senior secured notes *		(43.0	)		-
Net debt	$	441.4		$	383.1

* Aggregate restricted cash as of June 30, 2013 was $45.2 million.

Net debt was $441.4 million as of June 30, 2013 compared to $383.1 million as of December 31, 2012. The $58.3 million change reflects primarily the premium paid on the partial redemption of our notes, unfavorable free cash flow, debt financing costs associated with the Term Loan Credit Agreement, the de-consolidation of cash at a Chinese joint venture, and the remittance of dividends to our noncontrolling interests, offset partially by the net proceeds received from the sale of the Company’s South Korean subsidiary, the proceeds received from the sale of TD&A, and the proceeds received from the exercise of stock options.

Disclosure Regarding Forward-Looking Statements

This report contains statements which constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to statements relating to trends in the operations, financial results, business and products of our Company and anticipated production trends. The forward-looking statements can be identified by words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “project,” and other similar expressions. Forward-looking statements are made as of the date of this report and are based upon management’s current expectations and beliefs concerning future developments and their potential effects on us. Such forward-looking statements are not guarantees of future performance. The following important factors, as well as any risk factors described elsewhere in this report or in our Annual Report on Form 10-K for the year ended December 31, 2012, could cause actual results to differ materially from estimates or expectations reflected in such forward-looking statements:

• global automobile production volumes;

• the financial condition of our customers and suppliers;

• our ability to make scheduled payments of principal or interest on our indebtedness and comply with the covenants and restrictions contained in the instruments governing our indebtedness;

• our ability to refinance our indebtedness;

• risks associated with non-U.S. operations, including foreign exchange risks and economic uncertainty in some regions;

• any increase in the expense and funding requirements of our pension and other postretirement benefits;

• our customers’ ability to obtain equity and debt financing for their businesses;

• our dependence on our large customers;

• pricing pressure from our customers;

• work stoppages or other labor issues at our facilities or at the facilities of our customers or suppliers;

• our ability to integrate acquired businesses;

• risks associated with business divestitures; and

• costs or liabilities related to environmental and safety regulations.

42

Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

This report also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other data about our industry. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. We have not independently verified the statistical and other industry data generated by independent parties that is contained in this report and, accordingly, we cannot provide assurance of its accuracy or completeness. In addition, projections, assumptions and estimates of our future performance and the future performance of the industries in which we operate are necessarily subject to a high degree of uncertainty and risk.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the potential loss arising from adverse changes in market rates and prices. We are exposed to market risk in the normal course of our business operations due to our purchases of steel, our sales of scrap steel, our ongoing investing and financing activities and our exposure to foreign currency exchange rates. We have established policies and procedures to govern our management of market risks.

Commodity Pricing Risk

Steel is the primary raw material that we use. We purchase a portion of our steel from certain of our customers through various OEM resale programs. The purchases through customer resale programs have buffered the impact of price swings associated with the procurement of steel. The remainder of our steel purchasing requirements are met through contracts with steel mills. At times, we may be unable to either avoid increases in steel prices or pass through any price increases to our customers. We refer to the “net steel impact” as the combination of the change in steel prices that are reflected in product pricing, the change in the cost to procure steel from the mill, and the change in our recovery of scrap steel, which we refer to as offal. Our strategy is to be economically indifferent to steel pricing by having these factors offset each other. While we strive to achieve a neutral net steel impact, we are not always successful in achieving that goal, in large part due to timing differences. Depending upon when a steel price change or scrap price change occurs, that change may have a disproportionate effect, within any particular fiscal period, on our product pricing, our steel costs and the results of our sales of scrap steel. Net imbalances in any one particular fiscal period may be reversed in a subsequent fiscal period, although we cannot provide assurance that, or when, these reversals will occur. Over the past several years, we have not experienced a material net impact from these factors.

Interest Rate Risk

At June 30, 2013, we had total debt, excluding capital leases, of $591.4 million (net of a $2.8 million discount), consisting of fixed rate debt of $81.1 million (14%) and floating rate debt of $510.3 million (86%). Our floating rate debt consists primarily of our Term Loan Credit Facility and indebtedness held by our international subsidiaries. Assuming no changes in the monthly average variable-rate debt levels of $302.8 million and $102.8 million (excluding the debt at our discontinued operation) for the six months ended June 30, 2013 and 2012, respectively, we estimate that a hypothetical change of 100 basis points in the LIBOR and alternate base rate interest rates would have impacted interest expense for each of the six months ended June 30, 2013 and 2012 by $1.5 million and $0.5 million, respectively. A 100 basis point increase in interest rates would not materially impact the fair value of our fixed rate debt.

Foreign Exchange Risk

A significant portion of our revenues is derived from manufacturing operations in Europe, China and Brazil. The results of operations and financial condition of our non-United States businesses are principally measured in their respective local currency and translated into U.S. dollars. The effects on us of foreign currency fluctuations in Europe, China and Brazil are mitigated by the fact that expenses are generally incurred in the same currency in which revenues are generated, since we strive to manufacture our products in close proximity to our customers. Nevertheless, the reported income of our foreign subsidiaries will be higher or lower depending on a weakening or strengthening of the U.S. dollar against the respective foreign currencies.

43

Assets located in our foreign facilities are translated into U.S. dollars at foreign currency exchange rates in effect as of the end of each reporting period. The effect of such translations is reflected as a separate component of consolidated stockholders’ equity. As a result, our consolidated stockholders’ equity will fluctuate depending upon the weakening or strengthening of the U.S. dollar against the respective foreign currencies.

Our strategy for managing currency risk relies primarily upon conducting business in a foreign country in that country’s currency. We may, from time to time, also participate in hedging programs intended to reduce our exposure to currency fluctuations. We believe that the effect of a 100 basis point movement in foreign currency rates against the U.S. dollar would not have materially affected our results of operations or cash flows for the six months ended June 30, 2013 and 2012. However, we believe that the movement in the Euro to the U.S. dollar has the potential to materially affect our stockholders’ equity because we estimated that a hypothetical change of 100 basis points in the Euro to the U.S. dollar exchange rate would have impacted stockholders’ equity by approximately $2.6 million as of December 31, 2012. We do not believe a 100 basis point movement in other foreign currencies would have a material impact on our stockholders’ equity.

Inflation

Despite recent declines, we have experienced a continued rise in inflationary pressures impacting certain commodities, such as petroleum-based products, resins, yarns, ferrous metals, base metals and certain chemicals. Additionally, because we purchase various types of equipment, raw materials and component parts from our suppliers, we may be adversely affected by their inability to adequately mitigate inflationary, industry, or economic pressures. The overall condition of our supply base may possibly lead to delivery delays, production issues or delivery of non-conforming products by our suppliers in the future. As such, we continue to monitor our vendor base for the best sources of supply and work with those vendors and customers to attempt to mitigate the impact of the pressures mentioned above.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2013. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of June 30, 2013, our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting. There was no change in our internal control over financial reporting that occurred during the quarter ended June 30, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

44

PART II — OTHER INFORMATION

Item 1A. Risk Factors

There have been no material changes in our risk factors disclosed in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2012, except as set forth below:

Our ability to utilize our net operating loss carryforwards likely will be limited and delayed.

As of December 31, 2012, we had U.S. net operating loss carryforwards of $206.2 million. Certain provisions of the United States tax code could limit our annual utilization of the net operating loss carryforwards. There can be no assurance that we will be able to utilize all of our net operating loss carryforwards and any subsequent net operating loss carryforwards in the future. There is a full valuation allowance recorded against the deferred tax asset benefit of this carryforward.

On July 30, 2013, Tower International Holdings, LLC, our principal stockholder, consummated a secondary public offering of 7,888,122 shares of our common stock (including 638,122 shares sold pursuant to a 30-day option granted by the selling stockholder to the underwriters to purchase up to an additional 1,087,500 shares of our common stock).  Tower International, Inc. will not receive any of the proceeds from the sale of shares in that offering. As a result of that offering, we likely will have an “ownership change” for purposes of Section 382 of the Internal Revenue Code. As a result of this ownership change, we will be further limited, pursuant to Section 382 of the Internal Revenue Code, in using our net operating losses arising in any pre-ownership change period to offset taxable income for taxable periods (or portions thereof) beginning after such ownership change. Consequently, in the future we may be required to pay increased cash income taxes because of the Section 382 limitations on our ability to use our net operating loss carryforwards, although we do not currently expect our cash income taxes for 2013 or 2014 to increase because of Section 382.

In addition, adverse changes in the underlying profitability and financial outlook of our operations in several foreign jurisdictions could lead to changes in our valuation allowances against deferred tax assets and other tax accruals that could adversely affect our financial results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities

On May 11, 2013, one-third of the restricted stock units (“RSUs”) granted on May 11, 2011 and 2012 vested.  We reduced the number of shares issuable upon vesting to cover the minimum statutory withholding taxes for certain of the vested participants. This information is reflected in the table below:

Period	Total Number of Shares (or Units) Purchased		Weighted Average Price Paid per Share (or Unit)		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (1)	Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs (1)
April 1 through April 30, 2013		-	$	-
May 1 through May 31, 2013		740		20.00
June 1 through June 30, 2013		-		-
Total		740	$	20.00

(1) We have not announced a general plan or program to purchase shares.

Item 5. Other Information

(a) On July 29, 2013, the Company amended its Term Loan and Guaranty Agreement, dated as of April 23, 2013, by and among Tower Automotive Holdings USA, LLC, as borrower, the Company, Tower Automotive Holdings I, LLC, Tower Automotive Holdings II(a), LLC, Tower Automotive Holdings II(b), LLC and the subsidiary guarantors named therein, as Guarantors, each of the financial institutions from time to time party thereto as lenders, and Citibank, N.A., as administrative agent for the lenders (the “Term Loan Credit Agreement”). The amendment was reflected in the First Refinancing Term Loan Amendment to Term Loan and Guaranty Agreement, dated as of July 29, 2013, by and among Tower Automotive Holdings USA, LLC, as borrower, the Company, Tower Automotive Holdings I, LLC, Tower Automotive Holdings II(a), LLC, Tower Automotive Holdings II(b), LLC and the subsidiary guarantors named therein, as Guarantors, each of the financial institutions from time to time party thereto as lenders, and Citibank, N.A., as administrative agent for the lenders (the “Amendment”).

The effect of the Amendment was to reprice the Company’s $420 million term loan made pursuant to the Term Loan Credit Agreement. The maturity date for the term loan remains April 23, 2020.  The term loan will bear interest at (i) an alternate base rate (which is the highest of the Prime Rate, the Federal Funds Effective Rate plus 1/2% and the Adjusted LIBO Rate (as each such term is defined in the Term Loan Credit Agreement) for a one month interest period, plus 1%) plus a margin of 2.75% or (ii) the Adjusted LIBO Rate (calculated by multiplying the applicable LIBOR rate by a statutory reserve rate, with a floor of 1.00%) plus a margin of 3.75%. Prior to the repricing, Tower was paying interest on the term loan at (i) the alternate base rate plus a margin of 3.50% or (ii) the Adjusted LIBO Rate (calculated by multiplying the applicable LIBOR rate by a statutory reserve rate, with a floor of 1.25%) plus a margin of 4.50%.

In connection with the repricing described above, the Company anticipates that it will incur charges of approximately $5 million in the third quarter of 2013. These charges relate to a premium paid by the Company and expenses associated with the repricing.

Citigroup Global Markets Inc. or its affiliates acted as agent and J.P. Morgan Securities LLC and Citigroup Global Markets Inc. or its affiliates acted as arrangers in connection with the repricing and each received customary fees and reimbursement of expenses in connection therewith. These entities and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the Company, including acting as initial purchasers, bookrunners or underwriters in past offerings, for which they received or will receive customary fees and reimbursement of expenses. J.P. Morgan Securities LLC and Citigroup Global Markets are agents and/or lenders under the Company’s asset-based revolving credit facility, Term Loan Credit Agreement or letter of credit facility.

A copy of the Amendment is contained in Exhibit 10.5 hereto, which exhibit is incorporated by reference into this Item 5(a). The above description is qualified in its entirety by reference to such exhibit.

45

Item 6. Exhibits

10.1	Term Loan and Guaranty Agreement, dated as of April 23, 2013, by and among Tower Automotive Holdings USA, LLC, as borrower, Tower International, Inc., Tower Automotive Holdings I, LLC, Tower Automotive Holdings II(a), LLC, Tower Automotive Holdings II(b), LLC and the subsidiary guarantors named therein, as Guarantors, each of the financial institutions from time to time party thereto as lenders, and Citibank, N.A., as administrative agent for the lenders (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed April 24, 2013 and incorporated herein by reference).
10.2	Second Amended and Restated Revolving Credit and Guaranty Agreement dated as of June 19, 2013 by and among Tower Automotive Holdings USA, LLC, Tower International, Inc., Tower Automotive Holdings I, LLC, Tower Automotive Holdings II(a), LLC, Tower Automotive Holdings II(b), LLC, the subsidiary guarantors named therein, JPMorgan Chase Bank, N.A., Wells Fargo Capital Finance, LLC and each of the other financial institutions from time to time party thereto, as Lenders and JPMorgan Chase Bank, N.A., as Issuing Lender, as Swing Line Lender and as Administrative Agent for the Lenders (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed June 20, 2013 and incorporated herein by reference).
10.3	Second Amended and Restated ABL Security Agreement dated as of June 19, 2013 among Tower Automotive Holdings USA, LLC, the guarantors named therein and JPMorgan Chase Bank, N.A., as Agent for the Lenders (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed June 20, 2013 and incorporated herein by reference).

10.4

Amendment to Letter of Credit Facility Agreement, dated as of April 22, 2013, among Tower Automotive Holdings USA, LLC, Tower International, Inc., JPMorgan Chase Bank, N.A., as L/C participant and JPMorgan Chase Bank, N.A., as administrative agent and issuing lender (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed April 24, 2013 and incorporated herein by reference).

10.5

First Refinancing Term Loan Amendment to Term Loan and Guaranty Agreement, dated as of July 29, 2013, by and among Tower Automotive Holdings USA, LLC, as borrower, Tower International, Inc., Tower Automotive Holdings I, LLC, Tower Automotive Holdings II(a), LLC, Tower Automotive Holdings II(b), LLC and the subsidiary guarantors named therein, as Guarantors, each of the financial institutions from time to time party thereto as lenders, and Citibank, N.A., as administrative agent for the lenders.*

31.1 Rule 13a-14(a) Certification of the Chief Executive Officer *

31.2	Rule 13a-14(a) Certification of the Chief Financial Officer *
32.1	Section 1350 Certification of the Chief Executive Officer **
32.2	Section 1350 Certification of the Chief Financial Officer **
101.INS	XBRL Instance Document ***
101.SCH	XBRL Taxonomy Extension Scheme Document ***
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document ***
101.LAB	XBRL Taxonomy Extension Label Linkbase Document ***
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document ***
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document ***

______________________

*	Filed herewith.
**	Furnished, not filed
***	Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Exchange Act and otherwise are not subject to liability under those sections.

46

SIGNATURES

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

	Tower International, Inc.
Date:  July 31, 2013	/s/ James C. Gouin
	James C. Gouin
	Chief Financial Officer

47

Index to Exhibits

10.1	Term Loan and Guaranty Agreement, dated as of April 23, 2013, by and among Tower Automotive Holdings USA, LLC, as borrower, Tower International, Inc., Tower Automotive Holdings I, LLC, Tower Automotive Holdings II(a), LLC, Tower Automotive Holdings II(b), LLC and the subsidiary guarantors named therein, as Guarantors, each of the financial institutions from time to time party thereto as lenders, and Citibank, N.A., as administrative agent for the lenders (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed April 24, 2013 and incorporated herein by reference).
10.2	Second Amended and Restated Revolving Credit and Guaranty Agreement dated as of June 19, 2013 by and among Tower Automotive Holdings USA, LLC, Tower International, Inc., Tower Automotive Holdings I, LLC, Tower Automotive Holdings II(a), LLC, Tower Automotive Holdings II(b), LLC, the subsidiary guarantors named therein, JPMorgan Chase Bank, N.A., Wells Fargo Capital Finance, LLC and each of the other financial institutions from time to time party thereto, as Lenders and JPMorgan Chase Bank, N.A., as Issuing Lender, as Swing Line Lender and as Administrative Agent for the Lenders (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed June 20, 2013 and incorporated herein by reference).
10.3	Second Amended and Restated ABL Security Agreement dated as of June 19, 2013 among Tower Automotive Holdings USA, LLC, the guarantors named therein and JPMorgan Chase Bank, N.A., as Agent for the Lenders (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed June 20, 2013 and incorporated herein by reference).

10.4

Amendment to Letter of Credit Facility Agreement, dated as of April 22, 2013, among Tower Automotive Holdings USA, LLC, Tower International, Inc., JPMorgan Chase Bank, N.A., as L/C participant and JPMorgan Chase Bank, N.A., as administrative agent and issuing lender (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed April 24, 2013 and incorporated herein by reference).

10.5

First Refinancing Term Loan Amendment to Term Loan and Guaranty Agreement, dated as of July 29, 2013, by and among Tower Automotive Holdings USA, LLC, as borrower, Tower International, Inc., Tower Automotive Holdings I, LLC, Tower Automotive Holdings II(a), LLC, Tower Automotive Holdings II(b), LLC and the subsidiary guarantors named therein, as Guarantors, each of the financial institutions from time to time party thereto as lenders, and Citibank, N.A., as administrative agent for the lenders.*

31.1 Rule 13a-14(a) Certification of the Chief Executive Officer *

31.2	Rule 13a-14(a) Certification of the Chief Financial Officer *
32.1	Section 1350 Certification of the Chief Executive Officer **
32.2	Section 1350 Certification of the Chief Financial Officer **
101.INS	XBRL Instance Document ***
101.SCH	XBRL Taxonomy Extension Scheme Document ***
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document ***
101.LAB	XBRL Taxonomy Extension Label Linkbase Document ***
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document ***
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document ***

______________________

*	Filed herewith.
**	Furnished, not filed
***	Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Exchange Act and otherwise are not subject to liability under those sections.

48

EX-10.5

EXECUTION VERSION

FIRST REFINANCING TERM LOAN AMENDMENT

FIRST REFINANCING TERM LOAN AMENDMENT, dated as of July 29, 2013 (this “Refinancing Amendment”), in respect of the Term Loan and Guaranty Agreement, dated as of April 23, 2013, among Tower Automotive Holdings USA, LLC (the “Borrower”), Tower International, Inc. (“Holdings”), Tower Automotive Holdings I, LLC, Tower Automotive Holdings II(a), LLC, Tower Automotive Holdings II(b), LLC, and the other Guarantors party thereto, the Lenders party thereto and Citibank N.A., as administrative agent (the “Agent”) (as in effect prior to giving effect to this Refinancing Amendment, the “Loan Agreement”).

WHEREAS, the Borrower desires, pursuant to Section 2.22 of the Loan Agreement, to obtain Refinancing Term Loans, the Net Cash Proceeds of which shall be used to prepay in full all of the Loans (the “Existing Term Loans”) outstanding under the Loan Agreement as of the First Refinancing Term Loan Effective Date (as defined below) (the “Refinancing”);

WHEREAS, the Refinancing Term Lenders (as defined below) have agreed to provide such Refinancing Term Loans in accordance with the terms and conditions set forth herein and in the Loan Agreement;

WHEREAS, each of Citigroup Global Markets Inc. (“CGMI”) and J.P. Morgan Securities LLC (“JPMS”) (collectively, the “Arrangers”) have agreed to act in the roles and pursuant to the titles set forth in the Engagement Letter (as defined below) in respect of such Refinancing Term Loans;

WHEREAS, the Refinancing constitutes a Repricing Transaction in respect of the Existing Term Loans; and

WHEREAS, in accordance with Section 2.22(c) (and, as applicable, Section 10.9) of the Loan Agreement, the Loan Parties, the Agent and the Refinancing Term Lenders have agreed to amend the Loan Agreement in connection with, and to facilitate the incurrence of, such Refinancing Term Loans;

NOW, THEREFORE, the parties hereto agree as follows:

Section 1. Defined Terms; References. (a) Unless otherwise specifically defined herein, each term used herein which is defined in the Loan Agreement has the meaning assigned to such term in the Amended Loan Agreement (as defined below). The rules of construction and other interpretive provisions specified in Section 1.02 of the Amended Loan Agreement shall apply to this Refinancing Amendment, including terms defined in the preamble and recitals hereto.

(b)        As used in this Refinancing Amendment, the following terms have the meanings specified below:

“Amended Loan Agreement” shall mean the Loan Agreement, as amended by this Refinancing Amendment.

1

“Existing Term Lender” shall mean a Lender with an Existing Term Loan on the First Refinancing Term Loan Effective Date, immediately prior to giving effect to this Refinancing Amendment.

“Existing Term Loan Prepayment Amount” shall mean, for each Existing Term Lender, the sum of (i) the aggregate principal amount of Existing Term Loans owing to such Existing Term Lender on the First Refinancing Term Loan Effective Date plus (ii) all accrued and unpaid interest on such Existing Term Lender’s Existing Term Loans plus (iii) the amounts payable to such Existing Term Lender in respect of its Existing Term Loans pursuant to Section 2.18(b) of the Loan Agreement plus (iv) any other amounts owing to such Existing Term Lender under the Loan Documents as of the First Refinancing Term Loan Effective Date, including any amounts owing pursuant to Section 2.14 of the Loan Agreement.

“First Refinancing Term Loan Effective Date” shall have the meaning provided in Section 8 hereof.

Section 2. First Refinancing Term Loan Effective Date Transactions.

(a)        With effect from and including the First Refinancing Term Loan Effective Date, each Person identified on the signature pages hereof as a “Refinancing Term Lender” (each, a “Refinancing Term Lender”) shall become party to the Amended Loan Agreement as a “Lender”, shall have a Commitment in the amount set forth on Schedule 1 hereto (the “Refinancing Term Loan Commitments”) and shall have all of the rights and obligations of a “Lender” under the Amended Loan Agreement and the other Loan Documents.

(b)        On the First Refinancing Term Loan Effective Date, each Existing Term Lender shall cease to be a Lender party to the Loan Agreement (and, for the avoidance of doubt, shall not be a party to the Amended Loan Agreement (except to the extent that it shall subsequently become party thereto (i) pursuant to an Assignment and Acceptance entered into with any Lender in accordance with the terms of the Amended Loan Agreement or (ii) through other means (including via a cashless roll election in accordance with procedures established by the Agent))), and all accrued fees and other amounts payable under the Loan Agreement for the account of each Existing Term Lender shall be due and payable on such date; provided that the provisions of Sections 2.13, 2.14, 2.15 and 10.05 of the Loan Agreement shall continue to inure to the benefit of each Existing Term Lender after the First Refinancing Term Loan Effective Date.

(c)        On the First Refinancing Term Loan Effective Date:

(i)        Each Refinancing Term Lender, severally and not jointly, shall make a Refinancing Term Loan to the Borrower in accordance with this Section 2(c) and Section 2.01 of the Loan Agreement by delivering to the Agent immediately available funds in an amount equal to its Refinancing Term Loan Commitment;

(ii)        the Borrower shall prepay in full the Existing Term Loans by:

(A)        delivering to the Agent funds in an amount equal to the excess of (1) the aggregate of the Existing Term Loan Prepayment Amounts for all of the Existing Term Lenders (except to the extent otherwise agreed by any Existing Term Lender) over (2) the New Lender Net Funding Amount (as defined below) (such excess, the “Borrower’s Payment”); and

2

(B)        directing the Agent to apply the funds made available to the Agent pursuant to Section 2(c)(i) hereof, net of fees and expenses as agreed by the Borrower and the Agent (the “New Lender Net Funding Amount”), along with the Borrower’s Payment, to prepay in full the Existing Term Loans; and

(iii)        the Agent shall apply the New Lender Net Funding Amount and the Borrower’s Payment to pay to each Existing Term Lender an amount equal to such Existing Term Lender’s Existing Term Loan Prepayment Amount (except as otherwise agreed by such Existing Term Lender).

(d)        Each Refinancing Term Loan made on the First Refinancing Term Loan Effective Date pursuant to Section 2(c) shall constitute a Eurodollar Loan having an initial Interest Period ending on October 23, 2013.

Section 3. Amendment; Borrowings on First Refinancing Term Loan Effective Date. (a) Each of the parties hereto agrees that, effective on the First Refinancing Term Loan Effective Date, the Loan Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Loan Agreement attached as Exhibit A hereto (the “Amendment”).

(b)        With effect from the effectiveness of this Refinancing Amendment, each Refinancing Term Loan made on the First Refinancing Term Loan Effective Date in accordance with Section 2(c) hereof shall constitute, for all purposes of the Amended Loan Agreement, a Loan made pursuant to the Amended Loan Agreement and this Refinancing Amendment; provided that pursuant to this Refinancing Amendment, each such Refinancing Term Loan shall constitute an “Initial Term Loan” for all purposes of the Amended Loan Agreement, and all provisions of the Amended Loan Agreement applicable to Initial Term Loans shall be applicable to such Refinancing Term Loans.

(c)        The Refinancing Term Loan Commitments provided for hereunder shall terminate on the First Refinancing Term Loan Effective Date immediately upon the borrowing of the Refinancing Term Loans pursuant to Section 2(c).

(d)        It is understood and agreed that immediately following the consummation of the transactions described in Section 2, (x) the Refinancing Term Lenders constitute the Required Lenders, (y) Annex III to Schedule 6.03 of the Loan Agreement is removed and replaced in its entirety with Annex III to Schedule 6.03 attached as Exhibit B hereto and (z) Section 6.03(a) of the Loan Agreement is modified as set forth in the Amendment.

3

Section 4. Effect of Amendment; Reaffirmation; Etc. (a) Except as expressly set forth herein or in the Amended Loan Agreement, this Refinancing Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agent under the Loan Agreement or under any other Loan Document and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Loan Agreement or any other provision of the Loan Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Without limiting the foregoing, (i) each Loan Party acknowledges and agrees that (A) each Loan Document to which it is a party is hereby confirmed and ratified and shall remain in full force and effect according to its respective terms (in the case of the Loan Agreement, as amended hereby) and (B) the Security Documents do, and all of the Collateral does, and in each case shall continue to, secure the payment of all Secured Obligations (including, for the avoidance of doubt, the Refinancing Term Loans made on the First Refinancing Term Loan Effective Date) on the terms and conditions set forth in the Security Documents, and hereby ratifies the security interests granted by it pursuant to the Security Documents and (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor in accordance with Article 9 of the Loan Agreement with respect to all of the Secured Obligations of each other Secured Obligor (including, for the avoidance of doubt, the Refinancing Term Loans made on the First Refinancing Term Loan Effective Date).

(b)        This Refinancing Amendment constitutes a “Refinancing Term Loan Amendment” (as defined in the Loan Agreement).

(c)         By executing this Refinancing Amendment, the Borrower and Agent hereby consent to any assignment of Refinancing Term Loans by the Refinancing Term Lender to one or more Eligible Assignees in connection with the primary syndication of the Refinancing Term Loans.

Section 5. Representations of Loan Parties. Each of the Loan Parties hereby represents and warrants that, immediately prior to and immediately after giving effect to the transactions contemplated by this Refinancing Amendment, including the borrowing of Refinancing Term Loans provided for herein:

(a)        all representations and warranties set forth in Section 3 of the Amended Loan Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the First Refinancing Term Loan Effective Date with the same effect as if made on and as of such date (unless such representation or warranty is made only as of a specific date, in which event such representation or warranty shall be true and correct in all material respects as of such specific date);

(b)        no Default or Event of Default shall exist or would result from the transactions contemplated by this Refinancing Amendment, including the borrowing of Refinancing Term Loans; and

(c)        immediately after the consummation of the transactions contemplated by this Refinancing Amendment to occur on the First Refinancing Amendment Effective Date, each Loan Party will be Solvent.

4

Section 6. Governing Law. THIS REFINANCING AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Section 7. Counterparts. This Refinancing Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Refinancing Amendment by facsimile or electronic transmission shall be as effective as delivery of a manually signed counterpart of this Refinancing Amendment.

Section 8. Effectiveness. This Refinancing Amendment, and the obligation of each Refinancing Term Lender to make the Refinancing Term Loan to be made by it pursuant to Section 2(c)(i) of this Refinancing Amendment, shall become effective on the date (the “First Refinancing Term Loan Effective Date”) when each of the following conditions shall have been satisfied:

(a)        the Agent shall have received from each Loan Party, the Agent and each Refinancing Term Lender either (i) a counterpart of the Refinancing Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include telecopy or electronic transmission of a signed signature page of the Amendment) that such party has signed a counterpart of the Amendment;

(b)        the Borrower shall have paid all fees due and payable to CGMI and JPMS pursuant to that certain engagement letter, dated as of July 9, 2013 (the “Engagement Letter”), among the Borrower, Holdings, CGMI and JPMS;

(c)        the Agent and the Arrangers shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.05 of the Loan Agreement or the Engagement Letter for which invoices have been presented a reasonable period of time prior to the First Refinancing Term Loan Effective Date;

(d)        the Agent shall have received from the Borrower the Borrower’s Payment;

(e)        the representations and warranties set forth in Section 5 of this Refinancing Amendment shall be true and correct;

(f)        the Agent shall have received for each of the Loan Parties:

(i)        a certificate of the Secretary or an Assistant Secretary of that entity dated the First Refinancing Term Loan Effective Date substantially in the form of the certificates delivered pursuant to Section 4.01(b)(iii) of the Loan Agreement, and attaching the documents referred to in clauses (ii) through (iv) below;

5

(ii)        a copy of such entity’s certificate of incorporation or formation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation or formation;

(iii)        a true and complete copy of the by-laws or limited liability company operating agreement of that entity as in effect on the date of the certification referred to in clause (i) above;

(iv)        a true and complete copy of resolutions adopted by the Board of Directors or managers of that entity authorizing the Refinancing, the execution, delivery and performance in accordance with their respective terms of this Refinancing Amendment, the Loan Documents and any other documents required or contemplated hereunder;

(v)        a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and

(vi)        a favorable written opinion of Lowenstein Sandler LLP, counsel to the Loan Parties, dated as of the date of the First Refinancing Term Loan Effective Date, in a form reasonably acceptable to the Agent; and

(g)        the conditions set forth in Section 4.02(b) and 4.02(c) of the Loan Agreement shall be satisfied on and as of the First Refinancing Term Loan Effective Date, both immediately prior to and immediately after giving effect to the transactions contemplated by this Agreement, and the Agent shall have received a certificate of a Financial Officer of the Borrower as to the foregoing.

[SIGNATURE PAGES FOLLOW]

6

IN WITNESS WHEREOF, the parties hereto have caused this Refinancing Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

BORROWER:

TOWER AUTOMOTIVE HOLDINGS USA, LLC

By:	/s/ Mark M. Malcolm
	Name: Mark M. Malcolm
	Title:  President and Chief Executive Officer

GUARANTORS:

TOWER INTERNATIONAL, INC. (formerly known

as Tower Automotive, LLC)

By:	/s/ Mark M. Malcolm
	Name: Mark M. Malcolm
	Title:  President and Chief Executive Officer

TOWER AUTOMOTIVE HOLDINGS I, LLC

By:	/s/ Mark M. Malcolm
	Name: Mark M. Malcolm
	Title:  President and Chief Executive Officer

TOWER AUTOMOTIVE HOLDINGS II(a), LLC

By:	/s/ Mark M. Malcolm
	Name: Mark M. Malcolm
	Title:  President and Chief Executive Officer

TOWER AUTOMOTIVE HOLDINGS II(b), LLC

By:	/s/ Mark M. Malcolm
	Name: Mark M. Malcolm
	Title:  President and Chief Executive Officer

[Signature Page to Refinancing Amendment]

TOWER AUTOMOTIVE OPERATIONS USA I,

LLC

By:	/s/ Mark M. Malcolm
	Name: Mark M. Malcolm
	Title:  President and Chief Executive Officer

TOWER DEFENSE & AEROSPACE HOLDINGS,

LLC

By:	/s/ Michael Rajkovic
	Name: Michael Rajkovic
	Title:   President

TOWER ACQUISITION COMPANY II, LLC

By:	/s/ Mark M. Malcolm
	Name: Mark M. Malcolm
	Title:  President and Chief Executive Officer

TOWER DEFENSE & AEROSPACE, LLC

By:	/s/ Michael Rajkovic
	Name: Michael Rajkovic
	Title:   President

TOWER INTERNATIONAL REAL ESTATE

COMPANY, LLC

By:	/s/ Mark M. Malcolm
	Name: Mark M. Malcolm
	Title:  President and Chief Executive Officer

TA HOLDINGS FINANCE, INC.

By:	/s/ Mark M. Malcolm
	Name: Mark M. Malcolm
	Title:  President

[Signature Page to Refinancing Amendment]

citibank, n.a., as Agent and Refinancing
Term Lender

By	/s/ Matthew S. Burke
	Name: Matthew S. Burke
	Title:   Vice President

[Signature Page to Refinancing Amendment]

Exhibit A

[Amendments to Loan Agreement attached]

[EXPLANATORY NOTE: AS EXECUTED BY THE PARTIES, EXHIBIT A CONSISTS SOLELY OF PAGES OF THE LOAN AGREEMENT THAT WERE MODIFIED BY THE AMENDMENT.  AS A RESULT, ONLY SELECT PAGES AND PROVISIONS OF THE LOAN AGREEMENT APPEAR IN EXHIBIT A.]

EXECUTION VERSION

Conformed Copy Reflecting

First Refinancing Term Loan Amendment

Dated as of July 29, 2013

EXECUTION VERSION

TERM LOAN AND GUARANTY AGREEMENT

Dated as of April 23, 2013

Among

TOWER AUTOMOTIVE HOLDINGS USA, LLC

as Borrower,

and

TOWER INTERNATIONAL, INC., TOWER AUTOMOTIVE

HOLDINGS I, LLC, TOWER AUTOMOTIVE HOLDINGS II(a), LLC, TOWER

AUTOMOTIVE HOLDINGS II(b), LLC, AND THE OTHER GUARANTORS

PARTY HERETO,

as Guarantors,

THE LENDERS PARTY HERETO,

and

CITIBANK, N.A.,

as Agent

CITIGROUP GLOBAL MARKETS INC.,

GOLDMAN SACHS BANK USA,

J.P. MORGAN SECURITIES LLC and

WELLS FARGO SECURITIES, LLC,

Joint Bookrunners

and

Joint Lead Arrangers,

GOLDMAN SACHS BANK USA,

J.P. MORGAN SECURITIES LLC and

WELLS FARGO SECURITIES, LLC,

Co-Syndication Agents

and

Co-Documentation Agents

[* With respect to the Refinancing Term Loans borrowed on July 29, 2013, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC act as joint lead arrangers and bookrunners.]

TABLE OF CONTENTS

	PAGE
ARTICLE 1
Definitions
Section 1.01. Defined Terms	2
Section 1.02. Terms Generally	33
Section 1.03. Accounting Terms; GAAP	34
ARTICLE 2
Amount And Terms of Loans
Section 2.01. Commitments to Lend	34
Section 2.02. Request for Borrowings	3435
Section 2.03. Funding of Loans	35
Section 2.04. Interest Elections	3536
Section 2.05. Interest on Loans	37
Section 2.06. Default Interest	37
Section 2.07. Alternate Rate of Interest	3738
Section 2.08. Evidence of Debt	3738
Section 2.09. Termination or Reduction of Commitment	38
Section 2.10. Repayment of Loans	38
Section 2.11. Mandatory Prepayment	3839
Section 2.12. Optional Prepayment of Loans	4243
Section 2.13. Increased Costs	43
Section 2.14. Break Funding Payments	44
Section 2.15. Taxes	4445
Section 2.16. Payments Generally; Pro Rata Treatment	47
Section 2.17. Mitigation Obligations; Replacement of Lenders	48
Section 2.18. Certain Fees	4849
Section 2.19. Nature of Fees	49
Section 2.20. Right of Set-off	49
Section 2.21. Payment of Obligations	4950
Section 2.22. Refinancing Facilities	4950
Section 2.23. Incremental Term Facilities	5152
Section 2.24. Amend and Extend Transactions	53
ARTICLE 3
Representations and Warranties
Section 3.01. Organization; Powers	5455
Section 3.02. Authorization; Enforceability	5455
Section 3.03. Disclosure	55
Section 3.04. Financial Condition; No Material Adverse Change	55
Section 3.05. Capitalization and Subsidiaries	5556

Section 3.06. Government Approvals; No Conflicts	56
Section 3.07. Compliance with Law; No Default	56
Section 3.08. Litigation and Environmental Matters	56
Section 3.09. Insurance	5657
Section 3.10. Taxes	57
Section 3.11. Use of Proceeds	57
Section 3.12. Labor Relations	5758
Section 3.13. ERISA	58
Section 3.14. Investment Company Status	58
Section 3.15. Properties	58
Section 3.16. Solvency	5859
Section 3.17. Security Interest in Collateral	5859
Section 3.18. Margin Stock	59
Section 3.19. Economic Sanctions	59
Section 3.20. Anti-Corruption	5960
Section 3.21. Money-Laundering and Counter-Terrorist Financing Laws	5960
ARTICLE 4
Conditions of Lending
Section 4.01. Conditions to Effectiveness	60
Section 4.02. Conditions Precedent to each Loan	6364
ARTICLE 5
Affirmative Covenants
Section 5.01. Financial Statements and Other Information	64
Section 5.02. Notices of Material Events	6566
Section 5.03. Existence; Conduct of Business	6667
Section 5.04. Insurance	67
Section 5.05. Payment of Obligations	67
Section 5.06. Compliance With Laws	6768
Section 5.07. Maintenance of Properties	6768
Section 5.08. Books and Records; Inspection Rights	6768
Section 5.09. Additional Guarantors and Collateral; Further Assurances	68
Section 5.10. Maintenance Of Flood Insurance	6970
Section 5.11. Post-Closing Matters	70
Section 5.12. Ratings	7071
ARTICLE 6
Negative Covenants
Section 6.01. Liens	7071
Section 6.02. Fundamental Changes	72
Section 6.03. Indebtedness	7273
Section 6.04. Sale and Lease-Back Transactions	7475
Section 6.05. Investments, Loans and Advances	7475

ii

Section 6.06. Disposition of Assets	7677
Section 6.07. Restricted Payments; Restrictive Agreements	7778
Section 6.08. Transactions With Affiliates	79
Section 6.09. Limitations On Hedging Agreements	80
Section 6.10. Modifications of and Payments on Other Indebtedness	8081
Section 6.11. Total Net Leverage Ratio	8081
Section 6.12. Fiscal Year	8081
Section 6.13. Changes in Lines of Business	8081
ARTICLE 7
Events of Default
Section 7.01. Events of Default	81
ARTICLE 8
The Agent
Section 8.01. Administration by Agent	84
Section 8.02. Rights of Agent	8485
Section 8.03. Liability of Agent	8485
Section 8.04. Reimbursement and Indemnification	8586
Section 8.05. Successor Agent	86
Section 8.06. Independent Lenders	8687
Section 8.07. Advances and Payments	8687
Section 8.08. Sharing of Setoffs	87
Section 8.09. Other Agents	8788
ARTICLE 9
Guaranty
Section 9.01. Guaranty	88
Section 9.02. No Impairment of Guaranty	89
Section 9.03. Subrogation	8990
ARTICLE 10
Miscellaneous
Section 10.01. Notices	8990
Section 10.02. Survival of Agreement, Representations and Warranties, Etc	9091
Section 10.03. Successors and Assigns	91
Section 10.04. Confidentiality	9899
Section 10.05. Expenses; Indemnity; Damage Waiver	99
Section 10.06. Choice of Law	100101
Section 10.07. No Waiver	100101
Section 10.08. Extension of Maturity	100101
Section 10.09. Amendments, Etc	100101
Section 10.10. Severability	103

iii

Section 10.11. Headings	103
Section 10.12. Survival	103
Section 10.13. Execution in Counterparts; Integration; Effectiveness	103104
Section 10.14. Prior Agreements	104
Section 10.15. Further Assurances	104
Section 10.16. Patriot Act	104
Section 10.17. Jurisdiction; Consent to Service of Process	104105
Section 10.18. No Fiduciary Duty	105
Section 10.19. Waiver of Jury Trial	105106
Section 10.20. Intercreditor Agreements	105106

ANNEX A	Commitment Amounts
EXHIBIT A	Form of Security Agreement
EXHIBIT B	Form of Opinion of Lowenstein Sandler LLP
EXHIBIT C	Form of Assignment and Acceptance
EXHIBIT D	Form of Affiliate Subordination Agreement
EXHIBIT E-1	Form of Mortgage (Fee)
EXHIBIT E-2	Form of Mortgage (Leasehold)
EXHIBIT F	Form of Compliance Certificate
EXHIBIT G	Form of Joinder Agreement
EXHIBIT H	Form of Landlord Consent and Agreement
EXHIBIT I	Form of Borrowing Request

SCHEDULE 1.01(b)	Non-Material Subsidiaries
SCHEDULE 3.05	Subsidiaries
SCHEDULE 3.06	Government Approvals; No Conflicts
SCHEDULE 3.08	Litigation
SCHEDULE 3.12(a)	Collective Bargaining / Labor Agreements
SCHEDULE 3.12(b)	Labor Matters
SCHEDULE 3.15(a)	Properties
SCHEDULE 4.01(c)	Mortgaged Properties
SCHEDULE 5.09(e)	Leasehold Interests
SCHEDULE 6.01	Liens
SCHEDULE 6.03	Indebtedness
SCHEDULE 6.05	Investments
SCHEDULE 6.06(j)	Specified Dispositions
SCHEDULE 6.08	Agreements with Affiliates

iv

ARTICLE 1
Definitions

Section 1.01. Defined Terms.

“ABL Intercreditor Agreement” shall mean that certain Amended and Restated Intercreditor Agreement, dated as of August 24, 2010, among JPMorgan Chase Bank, N.A., as representative with respect to the Revolving Credit Facility, Wilmington Trust FSB, as representative with respect to the Secured Notes, and each of the other parties thereto.

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“ABR Borrowing” shall mean a Borrowing comprised of ABR Loans.

“Account Control Agreement” shall mean a Deposit Account Control Agreement or a Securities Account Control Agreement, as applicable.

“Additional Credit Extension Amendment” shall mean an amendment to this Agreement (which may, at the option of the Agent, be in the form of an amendment and restatement of this Agreement) providing for any Extended Term Loans, which shall be consistent with the applicable provisions of this Agreement and otherwise satisfactory to the parties thereto. Each Additional Credit Extension Amendment shall be executed by the Agent, the Loan Parties and the other parties specified in Section 2.24 (but not any other Lender). Any Additional Credit Extension Amendment may include conditions for delivery of opinions of counsel and other documentation consistent with the conditions in Sections 4.01 and/or 4.02, all to the extent reasonably requested by the Agent or the other parties to such Additional Credit Extension Amendment.

“Adjusted LIBO Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that in no event shall the Adjusted LIBO Rate be less than 1.251.00%.

“Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Agent.

“Affiliate” shall mean, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, a Person (a “Controlled Person”) shall be deemed to be “controlled by” another Person (a “Controlling Person”) if the Controlling Person possesses, directly or indirectly, power to direct or cause the direction of the management and policies of the Controlled Person whether by contract or otherwise.

2

“Affiliate Lender” shall mean each Lender who is an Affiliate of the Borrower, excluding (x) Holdings and its Subsidiaries and (y) any Debt Fund Affiliate Lender.

“Affiliate Subordination Agreement” shall mean an Affiliate Subordination Agreement in the form of Exhibit D pursuant to which intercompany obligations and advances owed by any Loan Party are subordinated to the Obligations.

“Agent” shall have the meaning given such term in the preamble.

“Agreement” shall mean this Term Loan and Guaranty Agreement.

“Alternate Base Rate” shall mean, for any day, a rate per annum equal to the highest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (iii) the Adjusted LIBO Rate for a one month Interest Period in effect for such day (for the avoidance of doubt, after giving effect to the proviso to the definition of “Adjusted LIBO Rate”) plus 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change.

“Amortization Amount” shall mean, on any date, an amount equal to 0.25% of the initial aggregate principal amount of the Initial Term Loans made to the Borrower on the Closing Dateoutstanding on the First Refinancing Term Loan Effective Date after the Borrowing of Initial Term Loans on such date.

“Amortization Date” shall mean each January 1, April 1, July 1 and October 1 subsequent to the Closing First Refinancing Term Loan Effective Date and prior to the Maturity Date.

“Applicable ABR Margin” shall mean 3.502.75% per annum.

“Applicable Amount” shall mean, at any time, an amount equal to the sum of (a) $50,000,000, plus (b) 50% of Consolidated Net Income for the period commencing on the Closing Date and ending on the last day of the most recent fiscal quarter or fiscal year, as applicable, for which financial statements required to be delivered pursuant to Section 5.01(a) or Section 5.01(b) have been received by the Agent, plus (c) 100% of the net cash proceeds received by Holdco in connection with the issuance or sale of any common Equity Interests of Holdco; provided, that such amount shall be reduced from time to time to the extent that all or any portion of such Applicable Amount is concurrently being applied, or has previously been applied, to make Investments or Restricted Payments to the extent permitted hereunder and as such amount shall be increased from time to time to the extent of returns received in cash on any Investment, whether by disposition, return of capital, dividend, interest or otherwise, that was made using the Applicable Amount.

3

“Applicable Eurodollar Margin” shall mean 4.503.75% per annum.

“Approved Fund” shall have the meaning given such term in Section 10.03.

“Arrangers” shall mean (i) prior to the First Refinancing Term Loan Effective Date, Citigroup Global Markets Inc., Goldman Sachs Bank USA, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC. and (ii) from and after the First Refinancing Term Loan Effective Date, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC.

“Asset Sale” shall mean the sale, transfer or other disposition (by way of merger, casualty, condemnation or otherwise) by any Group Member to any Person other than a Group Member of (a) any Equity Interests of any Subsidiary (other than directors’ qualifying shares and shares required by applicable law to be held by foreign nationals (but only to the extent of such legal requirement)) or (b) any other assets of any Group Member (other than (i) inventory, damaged, surplus, obsolete or worn out assets, scrap and Permitted Investments, in each case disposed of in the ordinary course of business, (ii) any sale, transfer or other disposition or series of related sales, transfers or other dispositions having a value not in excess of $10,000,000 in the aggregate in any calendar year), other than any disposition of assets permitted under Section 6.06(d), Section 6.06(e), Section 6.06(f) or Section 6.06(j)).

“Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an Eligible Assignee, and consented to by each party whose consent is required by Section 10.03, substantially in the form of Exhibit C or in such form as is otherwise agreed by the Agent.

“Bankruptcy Code” shall mean The Bankruptcy Reform Act of 1978, as heretofore and hereafter amended, and codified as 11 U.S.C. Section 101 et seq.

“Bankruptcy Event” shall mean, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof; provided, further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

4

of 1%) of the quotations for such day for such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it.

“Fees” shall have the meaning assigned to such term in Section 2.19.

“Financial Officer” of a Person shall mean the chief financial officer, controller, corporate controller, treasurer or corporate treasurer of such Person.

“First Refinancing Term Loan Effective Date” shall have the meaning provided in the First Refinancing Term Loan Amendment.

“First Refinancing Term Loan Amendment” shall mean that certain Refinancing Term Loan Amendment, dated as of July 29, 2013, among the Borrower, Holdings, Holdco, Foreign Holdco, the other Guarantors party thereto, the Refinancing Term Lenders and the Agent.

“Flood Determination Form” shall have the meaning given such term in Section 4.01(c)(vii).

“Flood Laws” shall have the meaning given such term in Section 4.01(c)(vii).

“Foreign Casualty Event” shall have the meaning assigned to such term in Section 2.11(k).

“Foreign Asset Sale” shall have the meaning assigned to such term in Section 2.11(k).

“Foreign Holdco” shall have the meaning given such term in the preamble to this Agreement.

“Foreign Lender” shall mean any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Plan” shall mean any pension plan sponsored, maintained or contributed to by any Loan Party or any Subsidiary (or with respect to which any Loan Party or any Subsidiary has any liability) described in Section 4(b)(4) of ERISA that under applicable law is required to be funded through a trust or other funding vehicle other than a trust or funding vehicle maintained exclusively by a Governmental Authority.

“Foreign Plan Event” shall mean, with respect to any Foreign Plan, (a) the existence of unfunded liabilities in excess of the amount permitted under any applicable law or in excess of the amount that would be permitted absent a waiver from applicable governmental authority, (b) the failure to make the required contributions or payments, under any applicable law, on or before the due date for such contributions or payments, (c) the receipt of a notice by applicable governmental

15

of Holdco for which financial statements are available or required to have been delivered pursuant to Section 5.03, is equal to or less than 2.00:1.00.

“Incremental Term Loans” shall mean term loans made by one or more Lenders to the Borrower pursuant to Section 2.23. Incremental Term Loans may be made in the form of additional Loans that are to be included in the same Class as the Initial Term Loans or, to the extent permitted by Section 2.24 and provided for in the relevant Incremental Assumption Agreement, Other Term Loans.

The “Incurrence Test” shall be met with respect to any incurrence of Indebtedness or other transaction if, and only if, on a Pro Forma Basis, the Interest Coverage Ratio is not less than 2.00 to 1.00.

“Indebtedness” shall mean, at any time and with respect to any Person, (i) all indebtedness of such Person for borrowed money, (ii) all indebtedness of such Person for the deferred purchase price of property or services (other than accounts payable for property, including inventory and services purchased, and expense accruals and deferred compensation items arising in the ordinary course of business), (iii) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments (other than performance, surety and appeal bonds arising in the ordinary course of business), (iv) the principal portion of all obligations of such Person under Capitalized Leases, (v) all reimbursement, payment or similar obligations of such Person, contingent or otherwise, under acceptance, letter of credit or similar facilities, (vi) all obligations of such Person in respect of (x) currency swap agreements, currency future or option contracts and other similar agreements designed to hedge against fluctuations in foreign interest or exchange rates and (y) interest rate swap, cap or collar agreements and interest rate future or option contracts, in each case on a marked-to-market basis, (vii) all Indebtedness referred to in clauses (i) through (vi) above guaranteed directly or indirectly by such Person, (viii) all Indebtedness referred to in clauses (i) through (vii) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness; provided, however, such Indebtedness referred to in this clause (viii) shall be the lesser of the value of such property on which a Lien is attached or the amount of such Indebtedness and (ix) financings described in Section 6.06(e).

“Indemnified Taxes” shall mean Taxes other than Excluded Taxes.

“Indemnitee” shall have the meaning given such term in Section 10.05(b).

“Information Memorandum” shall mean the Confidential Information Memorandum dated April, 2013 relating to the Loan Parties and the Transactions.

18

“Initial Term Loan Facility” shall mean (i) prior to the First Refinancing Term Loan Effective Date, the term loans made available to the Borrower on the Closing Date and (ii) from and after the First Refinancing Term Loan Effective Date the Refinancing Term Loans made available to the Borrower on the First Refinancing Term Loan Effective Date pursuant to the First Refinancing Term Loan Amendment.

“Initial Term Loans” shall mean (i) prior to the First Refinancing Term Loan Effective Date, the loans made by the Lenders on the Closing Date in accordance with Section 2.01(a) and (ii) from and after the First Refinancing Term Loan Effective Date, the Refinancing Term Loans made on the First Refinancing Term Loan Effective Date pursuant to the First Refinancing Term Loan Amendment.

“Insufficiency” shall mean, with respect to any Plan, its “amount of unfunded benefit liabilities” within the meaning of Section 4001(a)(18) of ERISA, if any.

“Interest Coverage Ratio” shall mean, on any date, the ratio of

(a) Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended on or prior to such date, taken as one accounting period, to (b) cash Consolidated Interest Expense (excluding amounts not paid or payable in cash, including, but not limited to, amortization of debt issuance costs and amortization of original issue discount) for the period of four consecutive fiscal quarters ended on or prior to such date, taken as one accounting period.

“Interest Election Request” shall mean a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.04.

“Interest Payment Date” shall mean (a) with respect to any ABR Loan, the first Business Day of each January, April, July and October and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Borrowing.

“Interest Period” shall mean, as to any Borrowing of Eurodollar Loans, the period commencing on the date of such Borrowing (including as a result of a conversion from ABR Loans) or on the last day of the preceding Interest Period applicable to such Borrowing and ending on the numerically corresponding day (or if there is no corresponding day, the last day) in the calendar month that is one, three, six or, if consented to by all of the Lenders, nine or twelve months thereafter, as the Borrower may elect in the related notice delivered pursuant to Section 2.02 or 2.04; provided, however, that (i) if any Interest Period would end on a day which shall not be a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (ii) no Interest Period shall end later than the Termination Date.

“Investments” shall have the meaning given such term in Section 6.05.

19

Section 2.09. Termination or Reduction of Commitment. Unless earlier terminated pursuant to Article 7, the Commitments shall terminate upon the funding of the Loans to which such Commitments relate.

Section 2.10. Repayment of Loans. (a) The Borrower shall pay to the Agent, for the account of the applicable Lenders, on each Amortization Date, a principal amount of the Initial Term Loans made to it equal to the Amortization Amount, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.

(b)        To the extent not previously paid, all outstanding Loans shall be due and payable on the Maturity Date with respect to such Loans, together with accrued and unpaid interest thereon.

(c)        All payments required pursuant to this Section 2.10 are subject to reduction on account of optional or mandatory prepayments as provided in Sections 2.11 and 2.12.

(d)For the avoidance of doubt, the Refinancing Term Loans made on the First Refinancing Term Loan Effective Date (x) shall constitute the Initial Term Loans for all purposes of this Agreement, (y) shall mature and become due and payable on the Initial Term Loan Maturity Date, (which date is April 23, 2020) and (z) shall be repaid in quarterly installments in accordance with Section 2.10(a).

Section 2.11. Mandatory Prepayment. (a) Subject to Section 2.11(g), not later than the fifth Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans in accordance with Section 2.11(e); provided that, if (i) Holdco shall deliver a certificate of a Financial Officer to the Agent at the time of receipt of any Net Cash Proceeds from any Asset Sale setting forth its intent to reinvest such proceeds in productive assets of a kind then used or usable in the business of the Holdco Group within 360 days of receipt of such proceeds and (ii) no Default or Event of Default shall have occurred and shall be continuing at the time of such certificate or at the proposed time of the application of such proceeds, then no prepayment will be required pursuant to this clause in respect of such Net Cash Proceeds (or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except that, if any such Net Cash Proceeds have not been so applied by the end of such 360-day period, a prepayment will be required at that time in an amount equal to the amount of such Net Cash Proceeds that have not been so applied; provided that if the applicable Group Member enters into a definitive agreement to apply such Net Cash Proceeds in productive assets of a kind then used or usable in the business of the Holdco Group prior to the end of such 360-day period and the conditions set forth in clauses (ii) and (iii) are satisfied, the Borrower shall be required to prepay outstanding Loans with such Net Cash Proceeds only to the extent that such Net Cash Proceeds are not so applied within 180 days of the date of such definitive agreement.

40

Section 2.18. Certain Fees. (a) The Borrower shall pay to the Agent the fees set forth in that certain Agent’s Fee Letter, dated as of April 2, 2013, at the times set forth therein.

(b) In the event that the Initial Term Loans are prepaid or repriced in whole or in part pursuant to a Repricing Transaction (including in connection with an assignment made pursuant to Section 10.09(b)) on or after the Closing Date and prior to the first anniversary of the Closingwithin six months of the First Refinancing Term Loan Effective Date, the Borrower shall pay to the applicable Lenders a prepayment fee in an amount equal to 1.00% of the principal amount so prepaid or repriced.

Section 2.19. Nature of Fees. All fees payable hereunder (the “Fees”) shall be paid on the dates due, in immediately available funds, to the Agent for the respective accounts of the Agent and the Lenders, as provided herein and in the letter agreement described in Section 2.18. Once paid, none of the Fees shall be refundable under any circumstances.

Section 2.20. Right of Set-off. Subject to the provisions of Section 7.01, upon the occurrence and during the continuance of any Event of Default, the Agent and each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final but excluding deposits designated as payroll accounts and any trust accounts) at any time held and other indebtedness at any time owing by the Agent and each such Lender to or for the credit or the account of any Loan Party against any and all of the obligations of such Loan Party now or hereafter existing under the Loan Documents, irrespective of whether or not such Lender shall have made any demand under any Loan Document and although such obligations may not have been accelerated. Each Lender and the Agent agrees promptly to notify the applicable Loan Party after any such set-off and application made by such Lender or by the Agent, as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and the Agent under this Section are in addition to other rights and remedies which such Lender and the Agent may have upon the occurrence and during the continuance of any Event of Default.

Section 2.21. Payment of Obligations. Subject to the provisions of Section 7.01, upon the maturity (whether by acceleration or otherwise) of any of the Obligations of the Loan Parties under this Agreement or any of the other Loan Documents, the Lenders shall be entitled to immediate payment of such Obligations.

Section 2.22. Refinancing Facilities.

(a) The Borrower may, by written notice to the Agent, elect to request the establishment of one or more additional tranches of term loans under this Agreement (which shall be pari passu with the Loans, including in respect of Collateral) (each, a “Refinancing Term Loan Facility”) or one or more series of (x) pari passu secured notes, (y) senior unsecured notes or loans or (z) second lien secured notes or loans,

51

(a) Other than as set forth on Schedule 3.08, there are no actions, suits or proceedings pending or, to the knowledge of each Group Member, threatened against or affecting the Holdco Group or any of its properties, before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which is reasonably likely to be determined adversely and, if so determined adversely would have a Material Adverse Effect.

(b) Except for matters which could not reasonably be expected to have a Material Adverse Effect (i) the operations of the Loan Parties comply in all material respects with all applicable Environmental Laws; (ii) to the knowledge of each Loan Party, none of the operations of the Loan Parties is the subject of any governmental investigation evaluating, or any third party claim regarding, a release of any Hazardous Materials into the environment; and (iii) to the knowledge of each Loan Party, the Loan Parties do not have any material Environmental Liability.

Section 3.09. Insurance. All policies of insurance of any kind or nature owned by or issued to the Holdco Group, including, without limitation, policies of life, fire, theft, product liability, public liability, property damage, other casualty, employee fidelity, workers’ compensation, employee health and welfare, title, property and liability insurance, are or will be in full force and effect as of the Closing Date and at all times thereafter and are of a nature and provide such coverage as is sufficient for and customarily carried by companies of the size and character of the Business.

Section 3.10. Taxes. Each Group Member has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which such Group Member has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not could not reasonably be expected to have a Material Adverse Effect. No tax liens have been filed and no claims are being asserted with respect to any such taxes.

Section 3.11. Use of Proceeds. The proceeds of the Initial Term Loans made on the Closing Date pursuant to Section 2.01(a) shall be used (a) on the Closing Date to repurchase a portion of the 2017 Notes and to pay accrued unpaid interest on such repurchased 2017 Notes and related fees and expenses (including tender premium) and (b) on one or more occasions following the Closing Date, to redeem, repurchase or otherwise discharge all or a portion of the remaining 2017 Notes and to pay accrued and unpaid interest on such redeemed, repurchased or discharged 2017 Notes and related fees and expenses (including tender premium); provided that not more than $95,000,000 of the proceeds of the Loans shall be retained by the Borrower after the Closing Date to be applied in accordance with clause (b); provided further that any proceeds not applied on the Closing Date in accordance with clause (a) shall be held by the Borrower in a segregated account pending application of such proceeds in accordance with clause (b). The proceeds of the Refinancing Term Loans made on the First Refinancing Term Loan Effective Date pursuant to the First Refinancing Term Loan Amendment shall be used on the First Refinancing Term Loan Effective Date, together with cash on hand at the Borrower and the Guarantors, to prepay in full all Initial Term Loans outstanding hereunder as of the First Refinancing Term Loan Effective Date (immediately prior to giving effect to the First Refinancing Term Loan Amendment) and all other Obligations in respect thereof (including the prepayment premium in connection therewith).

59

Section 3.12. Labor Relations.

(a)     Except as disclosed on Schedule 3.12(a), no Group Member is presently a party to any collective bargaining agreement or other similar contract.

(b)     Except as disclosed on Schedule 3.12(b) and for matters which, in the aggregate, if determined adversely to the Holdco Group, would not have a Material Adverse Effect, there is not presently pending and, to the best knowledge of each Group Member, there is not threatened any of the following:

(i)        any strike, slowdown, picketing, work stoppage or other labor dispute;

(ii)       any proceeding against or affecting the Holdco Group relating to the alleged violation of any applicable law pertaining to labor relations or before the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable governmental body, organizational activity, or other labor or employment dispute against or affecting the Holdco Group;

(iii)      any lockout of any employees by any Group Member;

(iv)      any application for the certification of collective bargaining representation; or

(v)       any failure by any Group Member to comply with all applicable law relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing.

Section 3.13. ERISA. No ERISA Event has occurred or is reasonably expected to occur that, together with all other ERISA Events that have occurred or are reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect.

Section 3.14. Investment Company Status. No Loan Party and no Subsidiary of a Loan Party is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.

Section 3.15. Properties.

(a)     As of the Closing Date, Schedule 3.15(a) sets forth the address of each parcel of real property that is owned or leased by each Loan Party and, in the case of

60

(c)        Holdco will not engage in any business or activity other than the ownership of all the outstanding shares of capital stock of Foreign Holdco and the Domestic Subsidiaries and activities incidental thereto. Foreign Holdco will not engage in any business or activity other than the ownership of all the outstanding shares of capital stock of the Foreign Subsidiaries and activities incidental thereto.

Section 6.03. Indebtedness. No Group Member will create, incur or suffer to exist any Indebtedness, except:

(a)        Indebtedness existing on the ClosingFirst Refinancing Term Loan Effective Date and set forth on Schedule 6.03 and Permitted Refinancing Indebtedness with respect thereto and certain intercompany indebtedness set forth on Schedule 6.03 under the title “Closing Date Intercompany Indebtedness” existing on the Closing Date and Permitted Refinancing Indebtedness with respect thereto, provided that such refinancing is limited to other intercompany debt;

(b)        (i) Indebtedness under the Loan Documents (including under any Refinancing Term Loan Facility), (ii) Indebtedness under the L/C Facility Documents in an aggregate principal amount not to exceed $44,500,000 and any Permitted Refinancing Indebtedness in respect thereof or in respect of any Permitted Refinancing Indebtedness incurred under this clause (ii), and (iii) Indebtedness under any Refinancing Notes and any Permitted Refinancing Indebtedness in respect thereof or in respect of any Permitted Refinancing Indebtedness incurred under this clause (iii);

(c)        Indebtedness of any Subsidiary to Holdco or any other Subsidiary, provided that (i) Indebtedness of any Subsidiary that is not a Loan Party to Holdco or any Subsidiary that is a Loan Party shall be subject to Section 6.05 and (ii) Indebtedness of any Subsidiary that is a Loan Party to any Subsidiary that is not a Loan Party shall be subordinated to the Obligations pursuant to an Affiliate Subordination Agreement;

(d)        (i) Indebtedness incurred subsequent to the Closing Date secured by purchase money Liens (including Capitalized Leases), (ii) Indebtedness of a Person that becomes a Group Member after the Closing Date, provided that such Indebtedness is not created in contemplation thereof, and (iii) Permitted Refinancing Indebtedness in respect of Indebtedness described in (i) and (ii), in an aggregate amount for (i), (ii) and (iii) not to exceed $50,000,000;

(e)        Indebtedness owed to any bank in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds;

(f)        Indebtedness incurred in connection with foreign exchange contracts, currency swap agreements, currency future or option contracts and other similar agreements designed to hedge against fluctuations in foreign exchange rates and interest rate swap, cap or collar agreements and interest rate future or option contracts designed to hedge against fluctuations in foreign interest rates, in each case to the

76

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Mark Malcolm, certify that: 

1. I have reviewed this Quarterly Report on Form 10-Q for the three months ended June 30, 2013 of Tower International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 31, 2013

By:   /s/ Mark Malcolm                                       

Mark Malcolm

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, James C. Gouin, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the three months ended June 30, 2013 of Tower International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 31, 2013

By:     /s/ James C. Gouin                            

James C. Gouin

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

In connection with the Quarterly Report on Form 10-Q for the three months ended June 30, 2013 of Tower International, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark Malcolm, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

July 31, 2013 

/s/ Mark Malcolm

Mark Malcolm

Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

In connection with the Quarterly Report on Form 10-Q for the three months ended June 30, 2013 of Tower International, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James C. Gouin, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

July 31, 2013

/s/ James C. Gouin

James C. Gouin

Chief Financial Officer

XML

Stockholders' Equity and Noncontrolling Interests

6 Months Ended

Jun. 30, 2013

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

Note 11. Stockholders’ Equity and Noncontrolling Interests

The table below provides a reconciliation of the carrying amount of total stockholders’ equity, including stockholders’ equity attributable to Tower International, Inc. (“Tower”) and the noncontrolling interests (“NCI”) (in thousands):

	Six Months Ended June 30,
	2013						2012
	Tower		NCI		Total		Tower		NCI		Total
Stockholders' equity beginning balance	$	63,247	$	77,627	$	140,874	$	40,003	$	57,457	$	97,460
Net income / (loss)		(42,563)		1,749		(40,814)		8,284		3,034		11,318
Other comprehensive income / (loss):
Foreign currency translation adjustments		(7,856)		501		(7,355)		(8,528)		(342)		(8,870)
Unrealized gain on qualifying cash flow hedge, net		188		-		188		11		-		11
Total comprehensive income / (loss)		(50,231)		2,250		(47,981)		(233)		2,692		2,459
Vesting of RSUs		2		-		2		-		-		-
Treasury stock		(290)		-		(290)		(3,165)		-		(3,165)
Share based compensation expense		2,413		-		2,413		7,357		-		7,357
Proceeds received from stock options exercised		1,506		-		1,506		-		-		-
De-consolidation of Chinese Joint Venture		-		(11,913)		(11,913)		-		-		-
Noncontrolling interest dividends		-		(4,477)		(4,477)		-		-		-
Stockholders' equity ending balance	$	16,647	$	63,487	$	80,134	$	43,962	$	60,149	$	104,111

The following table presents the components of accumulated other comprehensive loss (in thousands): 

	As of June 30,		As of December 31,		Other Comprehensive Income / (Loss) Attributable to
	2013		2012		Tower
Foreign currency translation	$	10,058	$	17,914	$	(7,856)
Defined benefit plans, net		(30,350)		(30,350)		-
Unrealized gain / (loss) on qualifying cash flow hedge, net		140		(48)		188
Accumulated other comprehensive loss	$	(20,152)	$	(12,484)	$	(7,668)

The following table presents the changes in accumulated other comprehensive loss by component for the three months ended June 30, 2013 (in thousands): 

	Unrealized Gains on Qualifying Cash Flow Hedge		Defined Benefit Plan, Net		Foreign Currency Translation Adjustments		Total
Balance as of March 31, 2013	$	(184)	$	(30,350)	$	10,222	$	(20,312)
Other comprehensive income / (loss) before reclassifications		263		-		(164)		99
Amounts reclassified from accumulated other comprehensive loss		61		-		-		61
Net current-period other comprehensive income / (loss)		324		-		(164)		160
Balance as of June 30, 2013	$	140	$	(30,350)	$	10,058	$	(20,152)

The following table presents the changes in accumulated other comprehensive loss by component for the six months ended June 30, 2013 (in thousands): 

	Unrealized Gains on Qualifying Cash Flow Hedge		Defined Benefit Plan, Net		Foreign Currency Translation Adjustments		Total
Balance as of December 31, 2012	$	(48)	$	(30,350)	$	17,914	$	(12,484)
Other comprehensive income / (loss) before reclassifications		127		-		(7,856)		(7,729)
Amounts reclassified from accumulated other comprehensive loss		61		-		-		61
Net current-period other comprehensive income / (loss)		188		-		(7,856)		(7,668)
Balance as of June 30, 2013	$	140	$	(30,350)	$	10,058	$	(20,152)

XML

Retirement Plans (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012		Jun. 30, 2013		Jun. 30, 2012
Pension Plan, Defined Benefit [Member]
Service cost	$ 14		$ 9		$ 28		$ 18
Interest cost	2,553		2,911		5,106		5,822
Expected return on plan assets	(3,098)	[1]	(2,817)	[1]	(6,196)	[1]	(5,634)	[1]
Net periodic benefit cost / (income)	(531)		103		(1,062)		206
Other Postretirement Benefit Plan, Defined Benefit [Member]
Service cost	0		0		0		0
Interest cost	135		164		270		328
Expected return on plan assets	0	[1]	0	[1]	0	[1]	0	[1]
Net periodic benefit cost / (income)	$ 135		$ 164		$ 270		$ 328

[1] Expected rate of return on plan assets is 7.4% for 2013 and was 7.4% for 2012

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Revenues	$ 555,878	$ 554,952	$ 1,090,018	$ 1,084,643
Cost of sales	486,411	484,489	962,491	957,683
Gross profit	69,467	70,463	127,527	126,960
Selling, general, and administrative expenses	33,575	32,546	66,945	68,997
Amortization expense (Note 6)	656	1,142	1,488	2,319
Restructuring and asset impairment charges, net (Note 7)	14,651	2,833	17,331	4,767
Operating income	20,585	33,942	41,763	50,877
Interest expense	21,537	13,955	34,965	27,719
Interest income	341	179	615	473
Other expense (Note 8)	40,928	0	40,928	0
Income / (loss) before provision for income taxes and equity in loss of joint ventures	(41,539)	20,166	(33,515)	23,631
Provision for income taxes (Note 9)	3,644	12,524	7,134	14,666
Equity in loss of joint ventures, net of tax (Note 16)	(165)	0	(165)	0
Income / (loss) from continuing operations	(45,348)	7,642	(40,814)	8,965
Income from discontinued operations, net of tax (Note 4)	0	1,616	0	2,353
Net income / (loss)	(45,348)	9,258	(40,814)	11,318
Less: Net income / (loss) attributable to the noncontrolling interests	(237)	1,600	1,749	3,034
Net income / (loss) attributable to Tower International, Inc.	$ (45,111)	$ 7,658	$ (42,563)	$ 8,284
Weighted average common shares outstanding
Basic (in shares)	20,362,672	20,134,096	20,312,245	19,912,888
Diluted (in shares)	20,362,672	20,328,764	20,312,245	20,494,535
Basic income / (loss) per share attributable to Tower International, Inc.:
Income / (loss) per share from continuing operations (Note 12) (in dollars per share)	$ (2.22)	$ 0.30	$ (2.10)	$ 0.30
Income per share from discontinued operations (Note 12) (in dollars per share)	$ 0	$ 0.08	$ 0	$ 0.12
Income / (loss) per share (Note 12) (in dollars per share)	$ (2.22)	$ 0.38	$ (2.10)	$ 0.42
Diluted income / (loss) per share attributable to Tower International, Inc.:
Income / (loss) per share from continuing operations (Note 12) (in dollars per share)	$ (2.22)	$ 0.30	$ (2.10)	$ 0.29
Income per share from discontinued operations (Note 12) (in dollars per share)	$ 0	$ 0.08	$ 0	$ 0.11
Income / (loss) per share (Note 12) (in dollars per share)	$ (2.22)	$ 0.38	$ (2.10)	$ 0.40

XML

Discontinued Operations and Assets Held for Sale

6 Months Ended

Jun. 30, 2013

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

Note 4. Discontinued Operations and Assets Held for Sale

On December 28, 2012, the Company’s subsidiaries, Tower Automotive Holdings Asia B.V. and Tower Automotive International Holdings B.V. (the “Sellers”), entered into a Stock Purchase Agreement (“Agreement”) with SJ Holdings, Inc., a subsidiary of SECO (“Buyer”), and consummated the divestiture of its Korean subsidiary, Seojin Industrial Company Ltd. (“Seojin”). Pursuant to the Agreement, the Buyer assumed the outstanding debt of Seojin and acquired all of the outstanding capital stock of Seojin for a purchase price of fifty billion Korean Won (approximately $47 million USD), of which the Company received 50% on December 28, 2012 and 40% on January 31, 2013. During the six months ended June 30, 2013, the Company received $18.6 million and paid transaction costs of $2.9 million in connection with the sale of Seojin. Pursuant to the terms of the Agreement, the Company expects to receive the remaining 10% in December 2013. As of June 30, 2013, the Company had a receivable recorded of approximately $4.4 million for the payments to be received in December 2013. This receivable is included in prepaid tooling, notes receivable, and other in the Condensed Consolidated Balance Sheets. Seojin has been presented as a discontinued operation in accordance with FASB ASC No. 205, Discontinued Operations.

The following table discloses selected financial information of the discontinued operation in the International segment (in thousands):

	Three Months Ended June 30, 2012		Six Months Ended June 30, 2012
Revenues	$	88,905	$	176,777
Income before provision for income taxes	$	2,072	$	3,017
Provision for income taxes		456		664
Income from discontinued operation	$	1,616	$	2,353

As of June 30, 2013, the Company had two locations that were considered held for sale in accordance with FASB ASC No. 360, Property, Plant, and Equipment. The two locations were Bergisch Gladbach, Germany, and Romulus, Michigan. During the second quarter of 2013 the Company reached an agreement to sell the Bergisch and Romulus facilities. The proceeds from the sale are expected to be received during the third quarter of 2013. Assets held for sale are included in prepaid tooling, notes receivable, and other.

The following table summarizes assets held for sale by category (in thousands):

	June 30, 2013
Land	$	2,607
Building		465
Total	$	3,072

XML

Subsequent Events

6 Months Ended

Jun. 30, 2013

Subsequent Events [Abstract]

Subsequent Events [Text Block]

Note 18. Subsequent Events

Term Loan Credit Agreement 

On July 29, 2013, the Company repriced the $420 million term loan due April 2020 that remains outstanding under its Term Loan Credit Agreement entered into on April 23, 2013. Prior to such repricing, the pricing of the term loan was LIBOR (subject to a floor of 125 basis points) plus a spread of 450 basis points. The new pricing of the term loan is LIBOR (subject to a floor of 100 basis points) plus a spread of 375 basis points. In connection with this repricing, the Company anticipates that it will incur charges of up to $5 million in the third quarter of 2013. These charges relate to a premium paid by the Company and expenses associated with the repricing.

Senior Secured Notes Redemption Notice

On July 10, 2013, the Company’s wholly-owned subsidiaries, Tower Automotive Holdings USA, LLC and TA Holdings Finance, Inc. delivered notice to the holders of the notes that the Issuers would redeem all remaining outstanding notes at a redemption price of 105% of the principal amount thereof, which is $42.2 million (net of a remaining $0.8 million original issue discount)), plus accrued and unpaid interest, on August 26, 2013. Per the Term Loan Credit Agreement, the Company placed $45.2 million into an escrow account to cover this expected redemption and associated premium. This cash has been presented as restricted cash in the Condensed Consolidated Balance Sheet.

Assets Held for Sale

On July 1, 2013, the Company completed the sale of its Bergisch Gladbach, Germany facility and received cash proceeds of $2.5 million. On July 26, 2013, the Company completed the sale of its Romulus, Michigan facility and received cash proceeds of $0.4 million. The Company did not incur an additional gain or loss in connection with the sale of these assets. At June 30, 2013, both the Bergisch and Romulus facilities were considered held for sale in accordance with FASB ASC No. 360, Property, Plant, and Equipment.

XML

Commitments and Contingencies (Details Textual) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Environmental Exit Costs, Costs Accrued to Date	$ 2.3	$ 2.3
Contingent Liability, Recorded	2.1
Contingent Liability, Possible Payments	$ 5

XML

Stockholders' Equity and Noncontrolling Interests (Details 1) (USD $) In Thousands, unless otherwise specified	3 Months Ended	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012
Foreign currency translation	$ 10,058	$ 10,058	$ 10,222	$ 17,914
Defined benefit plans, net	(30,350)	(30,350)	(30,350)	(30,350)
Unrealized gain / (loss) on qualifying cash flow hedge, net	140	140	(184)	(48)
Accumulated other comprehensive loss	(20,152)	(20,152)	(20,312)	(12,484)
Other Comprehensive Income / (Loss), Foreign currency translation		(7,856)
Other Comprehensive Income / (Loss), Defined benefit plans, net		0
Other Comprehensive Income / (Loss), Unrealized gain / (loss) on qualifying cash flow hedge, net		188
Other Comprehensive Income / (Loss) Attributable to Tower	$ 160	$ (7,668)

XML

Earnings per Share (''EPS'')

6 Months Ended

Jun. 30, 2013

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

Note 12. Earnings per Share (“EPS”)

Basic earnings / (loss) per share is calculated by dividing the net income / (loss) attributable to Tower International, Inc. by the weighted-average number of common shares outstanding.

The share count for diluted earnings / (loss) per share is computed on the basis of the weighted-average number of common shares outstanding plus the effects of dilutive common stock equivalents (“CSEs”) outstanding during the period.  CSEs, which are securities that may entitle the holder to obtain common stock, include outstanding stock options and restricted stock units.  When the average price of the common stock during the period exceeds the exercise price of a stock option, the options are considered potentially dilutive CSEs. When there is a loss from continuing operations, potentially dilutive shares are excluded from the computation of earnings per share as their effect would be anti-dilutive.

As the average price of the common stock during each period presented did not exceed the exercise price of certain stock options, the Company excluded 1.5 million of potentially anti-dilutive shares for the three and six months ended June 30, 2013. The Company excluded 1 million of potentially anti-dilutive shares for the three and six months ended June 30, 2012.

A summary of information used to compute basic and diluted net income / (loss) per share attributable to Tower International, Inc. is shown below (amounts in thousands – except share and per share amounts):

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Income / (loss) from continuing operations	$	(45,348)	$	7,642	$	(40,814)	$	8,965
Income from discontinued operations, net of tax		-		1,616		-		2,353
Net income / (loss)		(45,348)		9,258		(40,814)		11,318
Less: Net income / (loss) attributable to the noncontrolling interests		(237)		1,600		1,749		3,034
Net income / (loss) attributable to Tower International, Inc.	$	(45,111)	$	7,658	$	(42,563)	$	8,284
Basic income / (loss) per share
Continuing operations	$	(2.22)	$	0.30	$	(2.10)	$	0.30
Discontinued operations		-		0.08		-		0.12
Net income / (loss) attributable to Tower International, Inc.		(2.22)		0.38		(2.10)		0.42
Basic weighted average shares outstanding		20,362,672		20,134,096		20,312,245		19,912,888
Diluted income / (loss) per share
Continuing operations	$	(2.22)	$	0.30	$	(2.10)	$	0.29
Discontinued operations		-		0.08		-		0.11
Net income / (loss) attributable to Tower International, Inc.		(2.22)		0.38		(2.10)		0.40
Diluted weighted average shares outstanding		20,362,672		20,328,764		20,312,245		20,494,535

XML

Restructuring and Asset Impairment Charges (Details 2) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013
Beginning balance	$ 2,531
Payments	(1,546)
Increase	1,044
Adjustment	(20)
Ending balance	2,009
International [Member]
Beginning balance	897
Payments	(882)
Increase	177
Adjustment	0
Ending balance	192
Americas [Member]
Beginning balance	1,634
Payments	(664)
Increase	867
Adjustment	(20)
Ending balance	$ 1,817

XML

Stockholders' Equity and Noncontrolling Interests (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2013
Unrealized Gains on Qualifying Cash Flow Hedge, Beginning Balance	$ (184)	$ (48)
Unrealized Gains on Qualifying Cash Flow Hedge, Other comprehensive income / (loss) before reclassifications	263	127
Unrealized Gains on Qualifying Cash Flow Hedge, Amounts reclassified from accumulated other comprehensive loss	61	61
Unrealized Gains on Qualifying Cash Flow Hedge, Net current-period other comprehensive income / (loss)	324	188
Unrealized Gains on Qualifying Cash Flow Hedge, Ending balance	140	140
Defined Benefit Plan, Net, Beginning Balance	(30,350)	(30,350)
Defined Benefit Plan, Net, Other comprehensive income / (loss) before reclassifications	0	0
Defined Benefit Plan, Net, Amounts reclassified from accumulated other comprehensive loss	0	0
Defined Benefit Plan, Net, Net current-period other comprehensive income / (loss)	0	0
Defined Benefit Plan, Net, Ending balance	(30,350)	(30,350)
Foreign Currency Translation Adjustments, Beginning Balance	10,222	17,914
Foreign Currency Translation Adjustments, Other comprehensive income / (loss) before reclassifications	(164)	(7,856)
Foreign Currency Translation Adjustments, Amounts reclassified from accumulated other comprehensive loss	0	0
Foreign Currency Translation Adjustments, Net current-period other comprehensive income / (loss)	(164)	(7,856)
Foreign Currency Translation Adjustments, Ending balance	10,058	10,058
Beginning Balance	(20,312)	(12,484)
Other comprehensive income / (loss) before reclassifications	99	(7,729)
Other Comprehensive Income (Loss), Reclassification Adjustment on Derivatives Included in Net Income, Net of Tax	61	61
Net current-period other comprehensive income / (loss)	160	(7,668)
Ending balance	$ (20,152)	$ (20,152)

XML

Inventories (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Raw materials	$ 34,209	$ 32,781
Work in process	20,948	22,735
Finished goods	25,354	25,820
Total	$ 80,511	$ 81,336

XML

Discontinued Operations and Assets Held for Sale (Tables)

6 Months Ended

Jun. 30, 2013

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block]

The following table discloses selected financial information of the discontinued operation in the International segment (in thousands):

	Three Months Ended June 30, 2012		Six Months Ended June 30, 2012
Revenues	$	88,905	$	176,777
Income before provision for income taxes	$	2,072	$	3,017
Provision for income taxes		456		664
Income from discontinued operation	$	1,616	$	2,353

Disclosure of Long Lived Assets Held-for-sale [Table Text Block]

The following table summarizes assets held for sale by category (in thousands):

	June 30, 2013
Land	$	2,607
Building		465
Total	$	3,072

XML

Inventories (Tables)

6 Months Ended

Jun. 30, 2013

Inventory Disclosure [Abstract]

Schedule of Inventory, Current [Table Text Block]

Inventories consist of the following (in thousands):

	June 30, 2013		December 31, 2012
Raw materials	$	34,209	$	32,781
Work in process		20,948		22,735
Finished goods		25,354		25,820
Total	$	80,511	$	81,336

XML

Restructuring and Asset Impairment Charges (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Restructuring charges and asset impairments	$ 14,651	$ 2,833	$ 17,331	$ 4,767
International [Member]
Restructuring charges and asset impairments	1,170	716	1,215	1,753
Americas [Member]
Restructuring charges and asset impairments	$ 13,481	$ 2,117	$ 16,116	$ 3,014

XML

Earnings per Share ("EPS") (Tables)

6 Months Ended

Jun. 30, 2013

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

A summary of information used to compute basic and diluted net income / (loss) per share attributable to Tower International, Inc. is shown below (amounts in thousands – except share and per share amounts):

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Income / (loss) from continuing operations	$	(45,348)	$	7,642	$	(40,814)	$	8,965
Income from discontinued operations, net of tax		-		1,616		-		2,353
Net income / (loss)		(45,348)		9,258		(40,814)		11,318
Less: Net income / (loss) attributable to the noncontrolling interests		(237)		1,600		1,749		3,034
Net income / (loss) attributable to Tower International, Inc.	$	(45,111)	$	7,658	$	(42,563)	$	8,284
Basic income / (loss) per share
Continuing operations	$	(2.22)	$	0.30	$	(2.10)	$	0.30
Discontinued operations		-		0.08		-		0.12
Net income / (loss) attributable to Tower International, Inc.		(2.22)		0.38		(2.10)		0.42
Basic weighted average shares outstanding		20,362,672		20,134,096		20,312,245		19,912,888
Diluted income / (loss) per share
Continuing operations	$	(2.22)	$	0.30	$	(2.10)	$	0.29
Discontinued operations		-		0.08		-		0.11
Net income / (loss) attributable to Tower International, Inc.		(2.22)		0.38		(2.10)		0.40
Diluted weighted average shares outstanding		20,362,672		20,328,764		20,312,245		20,494,535

XML

Discontinued Operations and Assets Held for Sale (Details 1) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013
Land	$ 2,607
Building	465
Total	$ 3,072

XML

Restructuring and Asset Impairment Charges (Details Textual) (USD $)	3 Months Ended		6 Months Ended			1 Months Ended	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012	Apr. 30, 2013 Tower Defense & Aerospace, LLC [Member]	Jun. 30, 2013 Tower Defense & Aerospace, LLC [Member]	Jun. 30, 2013 Europe [Member]	Jun. 30, 2013 North America [Member]
Cash Proceeds for Sale of Assets			$ 9,100,000	$ 0			$ 9,100,000
Restructuring Reserve	2,009,000		2,009,000		2,531,000			900,000	700,000
Restructuring Costs and Asset Impairment Charges, Total	10,051,000	0	11,006,000	0		8,200,000
Restructuring Charges	14,651,000	2,833,000	17,331,000	4,767,000		11,500,000
Other Restructuring Costs	3,711,000	2,073,000	5,281,000	2,909,000		2,800,000
Severance Costs	889,000	760,000	1,044,000	1,858,000		500,000
Severance Liability	$ 500,000		$ 500,000

XML

Debt (Tables)

6 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

Schedule of Foreign Subsidiary Indebtedness [Table Text Block]

The change in foreign subsidiary indebtedness from December 31, 2012 to June 30, 2013 is explained by the following (in thousands):

	Europe		Brazil		China
Balance as of December 31, 2012	$	43,422	$	30,426	$	16,380
Maturities of indebtedness		(3,253)		(9,693)		(3,230)
New / renewed indebtedness		6,505		10,310		3,230
Change in borrowings on credit facilities		5,610		-		(522)
Foreign exchange impact		(609)		(2,486)		107
Balance as of June 30, 2013	$	51,675	$	28,557	$	15,965

XML

Fair Value of Financial Instruments (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2013
Long Lived Assets Held-for-sale, Total gains / (losses)	$ (2.2)
Fair Value, Inputs, Level 3 [Member]
Assets Held-for-sale, Long Lived, Fair Value Disclosure	$ 2.9

XML

Segment Information (Details 1) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Adjusted EBITDA	$ 62,215	$ 62,421	$ 114,281	$ 108,706
Restructuring and asset impairment charges, net	(14,651)	(2,833)	(17,331)	(4,767)
Depreciation and amortization	(23,465)	(22,404)	(48,637)	(44,715)
Acquisition Costs And Other	(495)	(119)	(569)	(186)
Long-term compensation expense	(1,784)	(3,123)	(3,146)	(8,161)
Interest expense, net	(21,196)	(13,776)	(34,350)	(27,246)
Other expense	(40,928)	0	(40,928)	0
Closure of Tower Defense & Aerospace	(1,235)	0	(2,835)	0
Income / (loss) before provision for income taxes	$ (41,539)	$ 20,166	$ (33,515)	$ 23,631

XML

Goodwill and Other Intangible Assets (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013
Balance at December 31, 2012	$ 64,793
Currency translation adjustment	(1,109)
Balance at June 30, 2013	63,684
Americas [Member]
Balance at December 31, 2012	2,967
Currency translation adjustment	(242)
Balance at June 30, 2013	2,725
International [Member]
Balance at December 31, 2012	61,826
Currency translation adjustment	(867)
Balance at June 30, 2013	$ 60,959

XML

Organization and Basis of Presentation (Policies)

6 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

Consolidation, Policy [Policy Text Block]

Principles of Consolidation

The Condensed Consolidated Financial Statements include the accounts of the Company and all subsidiaries over which the Company exercises control. All intercompany transactions and balances have been eliminated upon consolidation.

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
OPERATING ACTIVITIES:
Net income / (loss)	$ (40,814)	$ 11,318
Less: Income from discontinued operations, net of tax	0	2,353
Income / (loss) from continuing operations	(40,814)	8,965
Adjustments required to reconcile income / (loss) from continuing operations to net cash provided by operating activities:
Non-cash restructuring and asset impairments, net	11,006	0
Premium on notes redemption and other fees	40,928	0
Deferred income tax provision	103	10,326
Depreciation and amortization	48,637	44,715
Non-cash share-based compensation	2,413	7,357
Pension expense, net of contributions	(7,438)	(7,030)
Change in working capital and other operating items	(43,033)	(34,387)
Net cash provided by continuing operating activities	11,802	29,946
INVESTING ACTIVITIES:
Cash disbursed for purchases of property, plant, and equipment, net	(30,192)	(60,589)
Investment in joint venture	(6,293)	0
Net proceeds from sale of property, plant, and equipment	9,100	0
Net cash used in continuing investing activities	(27,385)	(60,589)
FINANCING ACTIVITIES:
Purchase of treasury stock	(290)	(3,165)
Proceeds from borrowings	329,013	337,153
Repayments of borrowings	(325,748)	(300,600)
Proceeds from borrowings on Term Loan Credit Facility	417,900	0
Partial redemption of notes	(318,992)	0
Premium paid on partial redemption of notes and other fees	(40,928)	0
Cash resticted for notes redemption	(45,150)	0
Debt financing costs	(8,437)	0
Proceeds from stock options exercised	1,506	0
Noncontrolling interest dividends	(4,477)	0
Net cash provided by continuing financing activities	4,397	33,388
Discontinued operations:
Net cash from discontinued operating activities	0	(7,829)
Net cash from discontinued investing activities	15,694	(14,952)
Net cash from discontinued financing activities	0	7,893
Net cash from discontinued operations	15,694	(14,888)
Effect of exchange rate changes on continuing cash and cash equivalents	(269)	595
NET CHANGE IN CASH AND CASH EQUIVALENTS	4,239	(11,548)
CASH AND CASH EQUIVALENTS:
Beginning of period	113,943	134,984
End of period	118,182	123,436
Supplemental Cash Flow Information:
Interest paid, net of amounts capitalized	30,145	25,853
Income taxes paid	6,503	6,946
Non-cash Activities:
Capital expenditures in liabilities for purchases of property, plant, and equipment	$ 14,686	$ 12,252

XML

New Accounting Pronouncements Not Yet Adopted

6 Months Ended

Jun. 30, 2013

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

Description of New Accounting Pronouncements Not yet Adopted [Text Block]

Note 2. New Accounting Pronouncements Not Yet Adopted

As of June 30, 2013, the Company has adopted all accounting pronouncements affecting the Company.

XML

Tooling

6 Months Ended

Jun. 30, 2013

Preproduction Costs Related to Long-term Supply Arrangements [Abstract]

Preproduction Costs Related to Long-term Supply Arrangements Disclosures [Text Block]

Note 5. Tooling

Tooling represents costs incurred by the Company in the development of new tooling used in the manufacture of the Company’s products. All pre-production tooling costs incurred for tools that the Company will not own and that will be used in producing products supplied under long-term supply agreements are expensed as incurred unless the supply agreement provides the Company with the non-cancellable right to use the tools or the reimbursement of such costs is contractually guaranteed by the customer. Generally, the customer agrees to reimburse the Company for certain of its tooling costs at the time the customer awards a contract to the Company.

When the part for which tooling has been developed reaches a production-ready status, the Company is reimbursed by its customer for the cost of the tooling, at which time the tooling becomes the property of the customer. The Company has certain other tooling costs, which are capitalized and amortized over the life of the related product program, related to tools which the Company has the contractual right to use during the life of the supply arrangement. Customer-owned tooling is included in prepaid tooling, notes receivable, and other and company-owned tooling is included in other assets, net in the Condensed Consolidated Balance Sheets.

The components of capitalized tooling costs are as follows (in thousands):

	June 30, 2013		December 31, 2012
Customer-owned tooling, net	$	42,894	$	33,308
Company-owned tooling		3,522		967
Total tooling, net	$	46,416	$	34,275

Any gain recognized, which is defined as the excess of reimbursement over cost, is amortized over the life of the program. If estimated costs are expected to be in excess of reimbursement, a loss is recorded in the period in which the loss is estimated.

XML

Inventories

6 Months Ended

Jun. 30, 2013

Inventory Disclosure [Abstract]

Inventory Disclosure [Text Block]

Note 3. Inventories

Inventories are stated at the lower of cost or market. Cost is determined by the first-in, first-out (“FIFO”) method. In addition, the Company uses a valuation account for inventory obsolescence, which is not material for any period presented. Maintenance, repair, and non-productive inventory, which are considered consumables, are expensed when acquired in cost of sales. Inventories consist of the following (in thousands):

	June 30, 2013		December 31, 2012
Raw materials	$	34,209	$	32,781
Work in process		20,948		22,735
Finished goods		25,354		25,820
Total	$	80,511	$	81,336

XML

Discontinued Operations and Assets Held for Sale (Details Textual) In Millions, unless otherwise specified	6 Months Ended		0 Months Ended		6 Months Ended
	Jun. 30, 2013 USD ($)	Jun. 30, 2013 KRW	Jan. 31, 2013 SJ Holdings, Inc [Member] Stock Purchase Agreement [Member]	Dec. 28, 2012 SJ Holdings, Inc [Member] Stock Purchase Agreement [Member]	Jun. 30, 2013 SJ Holdings, Inc [Member] Stock Purchase Agreement [Member] USD ($)
Purchase Price of Outstanding Capital	$ 47	50,000
Percentage of Purchase Price Received			40.00%	50.00%	10.00%
Date of Purchase Price			January 31, 2013	December 28, 2012	December 2013
Receivable from sale of interest in subsidiary	4.4
Proceeds from sale of interest in subsidiary					18.6
Transaction Costs Paid					$ 2.9

XML

Tooling (Tables)

6 Months Ended

Jun. 30, 2013

Preproduction Costs Related to Long-term Supply Arrangements [Abstract]

Schedule of Capitalized Tooling Costs [Table Text Block]

The components of capitalized tooling costs are as follows (in thousands):

	June 30, 2013		December 31, 2012
Customer-owned tooling, net	$	42,894	$	33,308
Company-owned tooling		3,522		967
Total tooling, net	$	46,416	$	34,275

XML

Retirement Plans (Tables)

6 Months Ended

Jun. 30, 2013

Compensation and Retirement Disclosure [Abstract]

Schedule of Costs of Retirement Plans [Table Text Block]

The following tables provide the components of net periodic pension benefit cost and other post-retirement benefit cost (in thousands):

	Pension Benefits				Other Benefits
	Three Months Ended June 30,				Three Months Ended June 30,
	2013		2012		2013		2012
Service cost	$	14	$	9	$	-	$	-
Interest cost		2,553		2,911		135		164
Expected return on plan assets (a)		(3,098)		(2,817)		-		-
Net periodic benefit cost / (income)	$	(531)	$	103	$	135	$	164

	Pension Benefits				Other Benefits
	Six Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Service cost	$	28	$	18	$	-	$	-
Interest cost		5,106		5,822		270		328
Expected return on plan assets (a)		(6,196)		(5,634)		-		-
Net periodic benefit cost / (income)	$	(1,062)	$	206	$	270	$	328

(a) Expected rate of return on plan assets is 7.4% for 2013 and was 7.4% for 2012

XML

Fair Value of Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2013

Fair Value Disclosures [Abstract]

Fair Value Measurements, Recurring and Nonrecurring [Table Text Block]

The following table provides each major category of assets and liabilities measured at fair value on a nonrecurring basis during the six months ended June 30, 2013 (in millions):

	Quoted prices in active markets for identical assets	Significant other observable inputs	Significant unobservable inputs
	Level 1	Level 2	Level 3		Total gains / (losses)
Long-lived assets held for sale	Not applicable	Not applicable	$	2.9	$	(2.2)

XML

Stockholders' Equity and Noncontrolling Interests (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Stockholders' equity beginning balance			$ 140,874	$ 97,460
Net income / (loss)	(45,348)	9,258	(40,814)	11,318
Other comprehensive income / (loss):
Foreign currency translation adjustments	88	(19,004)	(7,355)	(8,870)
Unrealized gain on qualifying cash flow hedge, net	324	28	188	11
Total comprehensive income / (loss)	(44,936)	(9,718)	(47,981)	2,459
Vesting of RSUs			2	0
Treasury stock			(290)	(3,165)
Share based compensation expense			2,413	7,357
Proceeds received from stock options exercised			1,506	0
De-consolidation of Chinese Joint Venture			(11,913)	0
Noncontrolling interest dividends			(4,477)	0
Stockholders' equity ending balance	80,134	104,111	80,134	104,111
Tower International [Member]
Stockholders' equity beginning balance			63,247	40,003
Net income / (loss)			(42,563)	8,284
Other comprehensive income / (loss):
Foreign currency translation adjustments			(7,856)	(8,528)
Unrealized gain on qualifying cash flow hedge, net			188	11
Total comprehensive income / (loss)			(50,231)	(233)
Vesting of RSUs			2	0
Treasury stock			(290)	(3,165)
Share based compensation expense			2,413	7,357
Proceeds received from stock options exercised			1,506	0
De-consolidation of Chinese Joint Venture			0	0
Noncontrolling interest dividends			0	0
Stockholders' equity ending balance	16,647	43,962	16,647	43,962
Noncontrolling Interest [Member]
Stockholders' equity beginning balance			77,627	57,457
Net income / (loss)			1,749	3,034
Other comprehensive income / (loss):
Foreign currency translation adjustments			501	(342)
Unrealized gain on qualifying cash flow hedge, net			0	0
Total comprehensive income / (loss)			2,250	2,692
Vesting of RSUs			0	0
Treasury stock			0	0
Share based compensation expense			0	0
Proceeds received from stock options exercised			0	0
De-consolidation of Chinese Joint Venture			(11,913)	0
Noncontrolling interest dividends			(4,477)	0
Stockholders' equity ending balance	$ 63,487	$ 60,149	$ 63,487	$ 60,149

XML

Debt (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013
Europe Subsidiary [Member]
Balance as of December 31, 2012	$ 43,422
Maturities of indebtedness	(3,253)
New / renewed indebtedness	6,505
Change in borrowings on credit facilities	5,610
Foreign exchange impact	(609)
Balance as of June 30, 2013	51,675
Brazil Subsidiary [Member]
Balance as of December 31, 2012	30,426
Maturities of indebtedness	(9,693)
New / renewed indebtedness	10,310
Change in borrowings on credit facilities	0
Foreign exchange impact	(2,486)
Balance as of June 30, 2013	28,557
China Subsidiary [Member]
Balance as of December 31, 2012	16,380
Maturities of indebtedness	(3,230)
New / renewed indebtedness	3,230
Change in borrowings on credit facilities	(522)
Foreign exchange impact	107
Balance as of June 30, 2013	$ 15,965

XML

Goodwill and Other Intangible Assets (Details Textual) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months	$ 2,800,000		$ 2,800,000
Finite-Lived Intangible Assets, Amortization Expense, Year Two	1,600,000		1,600,000
Amortization of Intangible Assets	$ 656,000	$ 1,142,000	$ 1,488,000	$ 2,319,000

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Allowance for accounts receivable (in dollars)	$ 2,158	$ 4,105
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	350,000,000	350,000,000
Common stock, shares issued	21,021,912	20,830,425
Common stock, shares outstanding	20,415,837	20,247,134
Treasury stock, shares	606,075	583,291

XML

Debt

6 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

Note 8. Debt

Term Loan Credit Facility

On April 23, 2013, the Company entered into a Term Loan and Guaranty Agreement (the “Term Loan Credit Agreement”) by and among Tower Automotive Holdings USA, LLC (the “Term Loan Borrower”), the Company, Tower Automotive Holdings I, LLC (“Term Loan Holdco”), Tower Automotive Holdings II(a), LLC, Tower Automotive Holdings II(b), LLC, the subsidiary guarantors named therein, the Lenders from time to time party thereto and Citibank, N.A., as administrative agent for the Lenders (the credit facility evidenced by the Term Loan Credit Agreement and related documentation, the “Term Loan Credit Facility”).

The Term Loan Credit Agreement provides for an initial term loan of $420 million and permits the Term Loan Borrower to request, subject to the satisfaction of certain conditions set forth in the Term Loan Credit Agreement (including the agreement of one or more lenders to make incremental loans, which agreement may be granted or withheld in the sole discretion of any lender), future disbursements of incremental term loans in the aggregate principal amount of up to the greater of (i) $100 million and (ii) such other amount so long as Term Loan Holdco’s pro forma Total Net Leverage Ratio (as defined in the Term Loan Credit Agreement) does not exceed 2.00:1.00. The maturity date for the initial term loan disbursed under the Term Loan Credit Agreement is April 23, 2020.

The proceeds of the initial term loan disbursed under the Term Loan Credit Agreement were used upon, and are expected to be used following, the closing of the Term Loan Credit Facility, to redeem, repurchase, or otherwise discharge all or a portion of the outstanding 10.625% Senior Secured Notes due 2017 (the “10.625% Senior Secured Notes” or the “notes”) previously issued pursuant to that certain Indenture, dated as of August 24, 2010, by and among the Term Loan Borrower and TA Holdings Finance, Inc., as issuers, the Company and certain of its direct and indirect subsidiaries as guarantors, and Wilmington Trust FSB as trustee, and to pay all accrued and unpaid interest thereon and related fees and expenses, including a tender premium, in connection with the tender offer described below.

The initial term loans made under the Term Loan Credit Agreement bear interest at (i) an alternate base rate (which is the highest of the Prime Rate, the Federal Funds Effective Rate plus 1/2% and the Adjusted LIBO Rate (as each such term is defined in the Term Loan Credit Agreement) for a one month interest period plus 1%) plus a margin of 3.50% or (ii) the Adjusted LIBO Rate (calculated by multiplying the applicable LIBOR by a statutory reserve rate, with a floor of 1.25) plus a margin of 4.50%.

The Term Loan Borrower’s obligations under the Term Loan Credit Facility are guaranteed by the Company, on an unsecured basis, and Term Loan Holdco and certain of the Company's other direct and indirect domestic subsidiaries, on a secured basis. The Term Loan Credit Facility is secured, on a pari passu basis with the notes, by the same assets of the Term Loan Borrower and certain of the Company's other direct and indirect domestic subsidiaries that secure the obligations under the notes.

The Term Loan Credit Agreement includes customary events of default and amounts due thereunder may be accelerated upon the occurrence of an event of default.

As of June 30, 2013, the outstanding principal balance of the Term Loan Credit Facility was $418 million (net of a remaining $2 million original issue discount) and the interest rate was 5.75% per annum.

Senior Secured Notes

On August 24, 2010, the Company’s subsidiaries, Tower Automotive Holdings USA, LLC and TA Holdings Finance, Inc. (collectively, the “Issuers”), issued $430 million of 10.625% Senior Secured Notes (the “notes offering”). The notes were issued at an original issue discount of $12.8 million and bear an annual interest rate of 10.625%. The original issue discount is being amortized on a straight-line basis, which approximates the effective interest method, through interest expense over the term of the notes, which increases the effective annual interest rate to 11.25%. The notes mature on September 1, 2017. The notes are jointly and severally and unconditionally guaranteed by the Company on a senior unsecured basis and by the existing domestic subsidiaries of the Company, other than the Issuers, that are guarantors under Tower Automotive Holdings USA, LLC’s existing revolving credit facility (the “Amended ABL Revolver”) (such domestic subsidiaries, the “Subsidiary Guarantors”) on a senior secured basis. The notes are senior secured obligations of the Issuers that, subject to certain permitted liens and exceptions and subject to certain limitations with respect to enforcement, rank equally in right of payment to any existing and future senior indebtedness of the Issuers and are effectively junior to the extent of the collateral securing the Issuers’ and the Subsidiary Guarantors’ obligations on a first priority basis under the Amended ABL Revolver. The notes and the subsidiary guarantees are effectively junior to any existing and future indebtedness of the Company’s subsidiaries that are not guaranteeing the notes. The notes also have covenant restrictions, including formulary limitations on the Company’s ability to pay cash dividends on its common stock.

The notes are secured, on a pari passu basis with the obligations under the Term Loan Credit Facility, by (i) a first priority security interest in certain assets of the Issuers and the Subsidiary Guarantors, other than, inter alia, accounts, chattel paper, inventory, cash, deposit accounts, securities accounts, machinery, equipment and real property and all contract rights, and records and proceeds relating to the foregoing and (ii) on a second priority basis to all other assets of the Issuers and the Subsidiary Guarantors which have been pledged on a first priority basis to the agent for the benefit of the lenders under the Amended ABL Revolver described below.

Upon the occurrence of certain specified changes of control, the holders of the notes will have the right to require the Issuers to purchase all or a part of their notes at a repurchase price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest.

At any time prior to September 1, 2014, the Issuers may redeem some or all of the notes at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus a “make-whole” premium and accrued and unpaid interest. Additionally, prior to September 1, 2014, during 12-month periods described in the indenture, the Issuers may redeem up to 10% of the original principal amount of the notes at a redemption price equal to 105% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest. Further, the Issuers may redeem some or all of the notes at any time on or after September 1, 2014 at a redemption price equal to 105.313% of the principal amount of the notes to be redeemed through September 1, 2015, at any time on or after September 1, 2015 at a redemption price equal to 102.656% of the principal amount of the notes to be redeemed through September 1, 2016, and at 100% of the principal amount thereafter, plus accrued and unpaid interest. In addition, prior to September 1, 2013, the Issuers may redeem up to 35% of the original principal amount of the notes from the proceeds of certain equity offerings at a price of 110.625% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest. The Company has concluded that bifurcation is not required for the embedded derivative related to the redemption provisions of the notes as it is clearly and closely related to the debt instrument or is not material.

On April 23, 2013, the Company completed a cash tender offer (the “Tender Offer”) to purchase up to $276 million of the outstanding notes. An aggregate principal amount of $362 million of the notes was validly tendered in the Tender Offer and not validly withdrawn. The Company accepted for purchase $276 million in aggregate principal amount of the notes at an aggregate purchase price of 113.58% of the principal amount thereof plus accrued and unpaid interest, which resulted in a premium paid of $37.5 million and a tender fee of $0.7 million that were recognized as other expense. Because the maximum aggregate principal amount of $276 million for the notes was exceeded, the Company did not accept all of the notes tendered for purchase. The notes that were tendered but not accepted were promptly returned to the tendering parties. In connection with such repurchase, the Company accelerated the amortization of the original issue discount by $5.2 million and associated debt issue costs by $3.1 million in the second quarter of 2013. The accelerated amortization of the original issue discount and associated debt issue costs are recorded in the Condensed Consolidated Statement of Operations as interest expense.

On May 24, 2013, the Company redeemed $43 million of the notes at 105% of the principal amount thereof, plus accrued and unpaid interest, which resulted in a premium paid of $2.2 million that was recognized as other expense. In connection with the redemption, the Company accelerated the amortization of the original issue discount by $0.8 million and associated debt issue costs by $0.5 million in the second quarter of 2013. The Company intends to redeem all of the remaining outstanding notes, which as of June 30, 2013, had an outstanding principal balance of $42.2 million (net of a remaining $0.8 million original issue discount), at a redemption price of 105% of the principal amount thereof, plus accrued and unpaid interest, during the third quarter of 2013. Per the Term Loan Credit Agreement, the Company placed $45.2 million into an escrow account to cover this expected third quarter 2013 redemption and associated premium. This cash has been presented as restricted cash in the Condensed Consolidated Balance Sheet. On July 10, 2013, the Issuers, in accordance with the Indenture, delivered notice to the noteholders that such redemption would occur on August 26, 2013.

Amended Revolving Credit Facility

On June 19, 2013, the Company entered into a Second Amended and Restated Revolving Credit and Guaranty Agreement (the “Amended Revolving Credit Facility Agreement”) by and among Tower Automotive Holdings USA, LLC (the “Borrower”), the Company, Tower Automotive Holdings I, LLC (“Holdco”), Tower Automotive Holdings II(a), LLC, Tower Automotive Holdings II(b), LLC, the subsidiary guarantors named therein, JPMorgan Chase Bank, N.A., Wells Fargo Capital Finance, LLC and each of the other financial institutions from time to time party thereto, as Lenders and JPMorgan Chase Bank, N.A., as Issuing Lender, as Swing Line Lender and as Administrative Agent (in such capacity, the “Agent”) for the Lenders.

The Amended Revolving Credit Facility Agreement amended and restated in, its entirety, the Amended and Restated Revolving Credit and Guaranty Agreement, dated as of June 13, 2011, by and among the Borrower, its domestic affiliate, and domestic subsidiary guarantors, named therein, and the lenders party thereto, and the Agent. The Amended Revolving Credit Facility Agreement provides for an asset-based revolving credit facility (the “Amended ABL Revolver”) in the aggregate amount of up to $150 million, subject to a borrowing base limitation. The maturity date for the Amended ABL Revolver is June 19, 2018.

Advances under the Amended ABL Revolver will bear interest at an alternate base rate (which is the highest of the Prime Rate, the Federal Funds Rate plus 0.50% and the Adjusted LIBOR Rate (as each such term is defined in the Amended Revolving Credit Facility Agreement) for a one month interest period plus 1%) plus a base rate margin or LIBOR plus a Eurodollar margin. The applicable margins are determined by the average availability under the Amended ABL Revolver over the preceding three consecutive full calendar months and as of the date of the Amended Revolving Credit Facility Agreement were 1.00% per annum and 2.00% per annum for base rate and LIBOR based borrowings, respectively.

The Amended Revolving Credit Facility is guaranteed by the Company, on an unsecured basis, and certain of the Company’s direct and indirect domestic subsidiaries, on a secured basis. The Amended Revolving Credit Facility is secured by the same assets of the Borrower and the subsidiary guarantors that secured the obligations under the prior ABL revolving facility. The Borrower’s and each subsidiary guarantor’s pledge of such assets as security for the obligations under the Amended Revolving Credit Facility is evidenced by a Second Amended and Restated ABL Security Agreement dated as of June 19, 2013 among the Borrower, the guarantors party thereto and the Agent.

The Amended Revolving Credit Facility Agreement contains customary covenants applicable to certain of the Company’s subsidiaries and includes customary events of default and amounts due thereunder may be accelerated upon the occurrence of an event of default.

In connection with the Amended Revolving Credit Facility Agreement, the Company paid debt issue costs of $1.7 million and accelerated the amortization of the debt issue costs associated with the Amended and Restated Revolving Credit and Guaranty Agreement by $0.3 million in the second quarter of 2013. These costs are recorded in the Condensed Consolidated Statement of Operations as interest expense.

As of June 30, 2013, there was $135.6 million of borrowing availability under the Amended ABL Revolver, of which $35 million of borrowings were outstanding and $11.5 million of letters of credit were outstanding. As of June 30, 2013, the applicable margins were 1.25% per annum and 2.25% per annum for base rate and LIBOR based borrowings, respectively, resulting in a weighted average interest rate of 2.25% per annum.

Letter of Credit Facility

On June 13, 2011, the Company entered into a Letter of Credit Facility Agreement dated as of June 13, 2011 (the “Letter of Credit Facility Agreement”) by and among Tower Automotive Holdings USA, LLC (the “L/C Borrower”), the Company, JPMorgan Chase Bank, N.A., in its capacity as participant in respect of letters of credit issued thereunder, and JPMorgan Chase Bank, N.A., as Administrative Agent and Issuing Lender.

The Letter of Credit Facility Agreement originally provided for a letter of credit facility (the “Letter of Credit Facility”) for the issuance of up to $38 million of letters of credit with a sublimit for Euro dominated letters of credit (with an option to increase the Letter of Credit Facility to $44.5 million in the future). Upon a third party drawing on letters of credit issued under the Letter of Credit Facility, the L/C Borrower will become obligated to pay to the lenders the amounts so drawn. The maturity date of the Letter of Credit Facility is June 13, 2014.

The Company has amended the Letter of Credit Facility Agreement to reduce the Letter of Credit Facility on multiple occasions. In addition, on April 22, 2013, the Company amended the Letter of Credit Facility Agreement to, among other things, permit the incurrence of up to $430 million of indebtedness under the Term Loan Credit Agreement and the granting of liens to secure such indebtedness. On June 20, 2013, the Company amended the Letter of Credit Facility Agreement to reduce the Letter of Credit Facility from $22.5 million to $8.5 million (with an option to increase the Letter of Credit Facility to $44.5 million in the future). In connection with the reduction of the Letter of Credit Facility, the Company incurred a breakage fee of $0.6 million in the second quarter of 2013. This fee is recorded in the Condensed Consolidated Statement of Operations as other expense. The remaining terms of the Letter of Credit Facility Agreement have remained the same.

As of June 30, 2013, the outstanding letters of credit under the Letter of Credit Facility were $8.1 million. As of June 30, 2013, an 8.5% per annum fee is due on the total amount of the facility. This fee is subject to change in the future based upon then current market conditions.

The Letter of Credit Facility is guaranteed by the Company and certain of the Company’s direct and indirect domestic subsidiaries on an unsecured basis pursuant to a Guaranty entered into and made on June 13, 2011.

The Letter of Credit Facility is unsecured. The Letter of Credit Facility Agreement contains customary covenants applicable to certain of the Company's subsidiaries. The Letter of Credit Facility Agreement includes customary events of default and amounts due thereunder may be accelerated upon the occurrence of an event of default.

Detroit Investment Fund

The Company assumed an unsecured debt instrument of $1 million owed to the Detroit Investment Fund, L.P. upon the acquisition of substantially all of the assets of W Industries, Inc. in April 2011. The debt instrument required monthly principal and interest payments at an annual interest rate of 8.5%. During the second quarter of 2013, the remaining balance on the debt instrument was repaid in full. As of June 30, 2013, no balance remained outstanding.

Debt Issue Costs

The Company incurred interest expense related to the amortization of debt issue costs of $4.4 million and $4.9 million during the three and six months ended June 30, 2013, respectively. The Company incurred interest expense related to the amortization of debt issue costs of $0.5 million and $1 million during the three and six months ended June 30, 2012, respectively.

Foreign Subsidiary Indebtedness

As of June 30, 2013, the Company had foreign subsidiary indebtedness of $96.2 million, which consisted primarily of borrowings in Europe of $29.1 million, borrowings in Brazil of $28.6 million, receivables factoring in Europe of $22.5 million, and borrowings in China of $16 million.

The change in foreign subsidiary indebtedness from December 31, 2012 to June 30, 2013 is explained by the following (in thousands):

	Europe		Brazil		China
Balance as of December 31, 2012	$	43,422	$	30,426	$	16,380
Maturities of indebtedness		(3,253)		(9,693)		(3,230)
New / renewed indebtedness		6,505		10,310		3,230
Change in borrowings on credit facilities		5,610		-		(522)
Foreign exchange impact		(609)		(2,486)		107
Balance as of June 30, 2013	$	51,675	$	28,557	$	15,965

Generally, borrowings of foreign subsidiaries are made under credit agreements with commercial lenders and are used to fund working capital and other operating requirements.

Europe

As of June 30, 2013, the receivables factoring facilities balance available to the Company was $22.5 million (€17.3 million), of which the entire amount was drawn. The facilities are uncommitted, demand facilities which are subject to termination at the discretion of the banks and bear interest rates based on the average three month EURIBOR plus a spread ranging from 2.15% to 4.13%. The effective annual interest rates as of June 30, 2013 ranged from 2.36% to 3.96%, with a weighted average interest rate of 3.04% per annum. Any receivables factoring under these facilities is with recourse and is secured by the accounts receivable factored. The receivables factoring transactions are recorded in the Company’s Condensed Consolidated Balance Sheets in short-term debt and current maturities of capital lease obligations.

As of June 30, 2013, the secured lines of credit balance available to the Company was $38.3 million (€29.4 million), of which $29.1 million (€22.4 million) was outstanding. The facilities bear an interest rate based on the EURIBOR plus a spread ranging from 2.9% to 4.0% and have maturity dates ranging from October 2013 to April 2015. The effective annual interest rate as of June 30, 2013 was 4.17% per annum. The facilities are secured by certain accounts receivable related to customer funded tooling, mortgages over the land, certain buildings, and other assets and are subject to negotiated prepayments upon the receipt of funds from completed customer projects.

Brazil

As of June 30, 2013, the Company’s Brazilian subsidiary had borrowings of $28.6 million (R$63.7 million) which have annual interest rates ranging from 3% to 14.31% and maturity dates ranging from July 2013 to July 2022. As of June 30, 2013, the weighted average interest rate on the borrowings in Brazil was 10.78% per annum. The loans are provided through bilateral agreements with four local banks and are secured by certain fixed and current assets. Periodic interest and principal payments are required.

During the second quarter of 2013, the Company obtained two term loans with aggregate indebtedness of $10.3 million (R$23 million). One term loan of $9 million (R$20 million) has a maturity date of June 2015 and bears an interest rate of 13.41% per annum. The other term loan of $1.3 million (R$3 million) has a maturity date of February 2018 and bears an interest rate of 3% per annum.

China

As of June 30, 2013, the fixed rate secured lines of credit balance available to the Company was $10.3 million (Rmb 63.8 million), of which the entire amount was outstanding. The credit lines have maturity dates ranging from July 2013 to December 2017 and bear interest rates ranging from 6.44% to 7.68%. As of June 30, 2013, the variable rate secured line of credit balance available to the Company was $5.7 million (Rmb 35 million), of which the entire amount was outstanding. The credit line matures in June 2015. The fixed rate and variable rate secured lines of credit facilities are secured by machinery, equipment, and land rights. The effective annual interest rate on these facilities as of June 30, 2013 was 7.27%.

Covenants

As of June 30, 2013, the Company was in compliance with all financial covenants that govern its credit agreements.

Capital Leases 

The Company had capital lease obligations of $11.2 million and $12.5 million as of June 30, 2013 and December 31, 2012, respectively. Of these amounts, $1.2 million and $1.7 million represent the current maturities as of June 30, 2013 and December 31, 2012, respectively. As of June 30, 2013, the Company’s capital lease obligations are scheduled to expire in March 2018.

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Net income / (loss)	$ (45,348)	$ 9,258	$ (40,814)	$ 11,318
Other comprehensive Income / (loss), net of tax:
Foreign currency translation adjustments	88	(19,004)	(7,355)	(8,870)
Unrealized gain on qualifying cash flow hedge, net	324	28	188	11
Other comprehensive income/ (loss)	412	(18,976)	(7,167)	(8,859)
Comprehensive income / (loss)	(44,936)	(9,718)	(47,981)	2,459
Less: Comprehensive income attributable to the noncontrolling interests	15	1,060	2,250	2,692
Comprehensive loss attributable to Tower International, Inc.	$ (44,951)	$ (10,778)	$ (50,231)	$ (233)

XML

Earnings per Share ("EPS") (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Income / (loss) from continuing operations	$ (45,348)	$ 7,642	$ (40,814)	$ 8,965
Income from discontinued operations, net of tax	0	1,616	0	2,353
Net income / (loss)	(45,348)	9,258	(40,814)	11,318
Less: Net income / (loss) attributable to the noncontrolling interests	(237)	1,600	1,749	3,034
Net income / (loss) attributable to Tower International, Inc.	$ (45,111)	$ 7,658	$ (42,563)	$ 8,284
Basic income / (loss) per share
Continuing operations (in dollars per share)	$ (2.22)	$ 0.30	$ (2.10)	$ 0.30
Discontinued operations (in dollars per share)	$ 0	$ 0.08	$ 0	$ 0.12
Net income / (loss) attributable to Tower International, Inc.	$ (2.22)	$ 0.38	$ (2.10)	$ 0.42
Basic weighted average shares outstanding (in shares)	20,362,672	20,134,096	20,312,245	19,912,888
Diluted income / (loss) per share
Continuing operations (in dollars per share)	$ (2.22)	$ 0.30	$ (2.10)	$ 0.29
Discontinued operations (in dollars per share)	$ 0	$ 0.08	$ 0	$ 0.11
Net income / (loss) attributable to Tower International, Inc. (in dollars per share)	$ (2.22)	$ 0.38	$ (2.10)	$ 0.40
Diluted weighted average shares outstanding (in shares)	20,362,672	20,328,764	20,312,245	20,494,535

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
ASSETS
Cash and cash equivalents	$ 118,182	$ 113,943
Restricted cash (Note 8)	45,150	0
Accounts receivable, net of allowance of $2,158 and $4,105	332,387	266,138
Inventories (Note 3)	80,511	81,336
Deferred tax asset - current	8,042	10,447
Prepaid tooling, notes receivable, and other	85,221	96,349
Total current assets	669,493	568,213
Property, plant, and equipment, net	522,600	573,148
Goodwill (Note 6)	63,684	64,793
Deferred tax asset - non-current	3,168	3,149
Other assets, net	40,281	28,819
Total assets	1,299,226	1,238,122
LIABILITIES AND STOCKHOLDERS' EQUITY
Short-term debt and current maturities of capital lease obligations (Note 8)	74,486	74,605
Accounts payable	311,882	264,897
Accrued liabilities	116,548	134,664
Total current liabilities	502,916	474,166
Long-term debt, net of current maturities (Note 8)	518,065	411,590
Obligations under capital leases, net of current maturities (Note 8)	10,055	10,783
Deferred tax liability - non-current	10,778	13,021
Pension liability (Note 10)	93,341	100,780
Other non-current liabilities	83,937	86,908
Total non-current liabilities	716,176	623,082
Total liabilities	1,219,092	1,097,248
Commitments and contingencies (Note 17)
Stockholders' Equity:
Common stock, $0.01 par value, 350,000,000 authorized, 21,021,912 issued and 20,415,837 outstanding at June 30, 2013 and 20,830,425 issued and 20,247,134 outstanding at December 31, 2012	210	208
Additional paid in capital	324,951	321,032
Treasury stock, at cost, 606,075 shares as of June 30, 2013 and 583,291 shares as of December 31, 2012	(8,587)	(8,297)
Accumulated deficit	(279,775)	(237,212)
Accumulated other comprehensive loss (Note 11)	(20,152)	(12,484)
Total Tower International, Inc.'s stockholders' equity	16,647	63,247
Noncontrolling interests in subsidiaries	63,487	77,627
Total stockholders' equity	80,134	140,874
Total liabilities and stockholders' equity	$ 1,299,226	$ 1,238,122

XML

Debt (Details Textual)	0 Months Ended	3 Months Ended		6 Months Ended			0 Months Ended	6 Months Ended		3 Months Ended		0 Months Ended	3 Months Ended		6 Months Ended		3 Months Ended							3 Months Ended			6 Months Ended			6 Months Ended			6 Months Ended
	May 24, 2013 USD ($)	Jun. 30, 2013 USD ($)	Jun. 30, 2012 USD ($)	Jun. 30, 2013 USD ($)	Jun. 30, 2012 USD ($)	Dec. 31, 2012 USD ($)	May 24, 2013 Senior Secured Notes [Member] USD ($)	Jun. 30, 2013 Senior Secured Notes [Member]	Aug. 24, 2010 Senior Secured Notes [Member] USD ($)	Apr. 23, 2013 Term Loan Credit Agreement [Member] USD ($)	Jun. 30, 2013 Term Loan Credit Agreement [Member] USD ($)	Apr. 23, 2013 Tender Offer [Member] USD ($)	Jun. 30, 2013 Tender Offer [Member] USD ($)	Apr. 23, 2013 Tender Offer [Member] Senior Secured Notes [Member] USD ($)	Jun. 30, 2013 Brazil Subsidiary [Member] USD ($)	Jun. 30, 2013 Brazil Subsidiary [Member] BRL	Jun. 30, 2013 Brazil Subsidiary [Member] Debt One [Member] USD ($)	Jun. 30, 2013 Brazil Subsidiary [Member] Debt One [Member] BRL	Jun. 30, 2013 Brazil Subsidiary [Member] Debt Two [Member] USD ($)	Jun. 30, 2013 Brazil Subsidiary [Member] Debt Two [Member] BRL	Jun. 30, 2013 Brazil Subsidiary [Member] Unsecured Indebtedness [Member] USD ($)	Jun. 30, 2013 Brazil Subsidiary [Member] Unsecured Indebtedness [Member] BRL	Jun. 30, 2013 Other Europe Subsidiary [Member] USD ($)	Jun. 30, 2013 China Subsidiary [Member] USD ($)	Jun. 30, 2013 China Subsidiary [Member] CNY	Jun. 30, 2013 Other Foreign Subsidiary [Member] USD ($)	Jun. 30, 2013 Amended ABL [Member] USD ($)	Jun. 13, 2011 Amended ABL [Member] USD ($)	Jun. 30, 2013 Detroit Investment Fund [Member] USD ($)	Jun. 30, 2013 Letter of Credit [Member] USD ($)	Jun. 20, 2013 Letter of Credit [Member] USD ($)	Jun. 13, 2011 Letter of Credit [Member] USD ($)	Jun. 30, 2013 Factoring Finance [Member] Europe [Member] USD ($)	Jun. 30, 2013 Factoring Finance [Member] Europe [Member] EUR (€)	Jun. 30, 2013 Secured Debt [Member] Europe [Member] USD ($)	Jun. 30, 2013 Secured Debt [Member] Europe [Member] EUR (€)
Debt Instrument Initial Term Loan										$ 420,000,000
Debt Instrument Aggregate Principal Amount	43,000,000									100,000,000		276,000,000		362,000,000
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate									10.625%		5.75%						13.41%	13.41%	3.00%	3.00%
Senior Notes		42,200,000		42,200,000					430,000,000			276,000,000
Debt Instrument, Unamortized Discount	800,000	800,000		800,000					12,800,000		2,000,000	5,200,000
Debt Instrument, Maturity Date								Sep. 01, 2017		Apr. 23, 2020							Jun. 30, 2015	Jun. 30, 2015	Feb. 28, 2018	Feb. 28, 2018				Jun. 30, 2015	Jun. 30, 2015					Jun. 13, 2014
Redemption of Notes Price, Percentage of Principal				101.00%
Redemption of Notes Price, Percentage of Principal, One				100.00%
Redemption of Notes Price, Percentage of Principal, Maximum				10.00%
Redemption of Notes Price, Percentage of Principal, Two				105.00%
Redemption of Notes Price, Percentage of Principal, Three				105.313%
Redemption of Notes Price, Percentage of Principal, Four				102.656%
Redemption of Notes Price, Percentage of Principal, Five				100.00%
Redemption of Notes Price, Percentage of Principal, Maximum, One				35.00%
Redemption of Notes Price, Percentage of Principal, Six				110.625%
Line of Credit Facility, Maximum Borrowing Capacity																											135,600,000	150,000,000				38,000,000	22,500,000	17,300,000	38,300,000	29,400,000
Line of Credit Facility, Interest Rate Description																											the applicable margins were 1.25% per annum and 2.25% per annum for base rate and LIBOR based borrowings, respectively, resulting in a weighted average interest rate of 2.25% per annum.						rates based on the average three month EURIBOR plus a spread ranging from 2.15% to 4.13%.	rates based on the average three month EURIBOR plus a spread ranging from 2.15% to 4.13%.	The facilities bear an interest rate based on the EURIBOR plus a spread ranging from 2.9% to 4.0% and have maturity dates ranging from October 2013 to May 2014.	The facilities bear an interest rate based on the EURIBOR plus a spread ranging from 2.9% to 4.0% and have maturity dates ranging from October 2013 to May 2014.
Line of Credit Facility, Alternate Base Rate Interest, Description																											Advances under the Amended ABL Revolver will bear interest at an alternate base rate (which is the highest of the Prime Rate, the Federal Funds Rate plus 0.50% and the Adjusted LIBOR Rate (as each such term is defined in the Amended Revolving Credit Facility Agreement) for a one month interest period plus 1%) plus a base rate margin or LIBOR plus a Eurodollar margin. The applicable margins are determined by the average availability under the Amended ABL Revolver over the preceding three consecutive full calendar months and as of the date of the Amended Revolving Credit Facility Agreement were 1.00% per annum and 2.00% per annum for base rate and LIBOR based borrowings, respectively.
Line of Credit Facility, Amount Outstanding											418,000,000													10,300,000	63,800,000		11,500,000			8,100,000					29,100,000	22,400,000
Business Acquisition, Debt Acquired																													1,000,000
Debt Instrument, Interest Rate at Period End																								7.27%	7.27%				8.50%	8.50%
Restricted Cash and Cash Equivalents, Current		45,150,000		45,150,000		0
Line of Credit Facility, Future Increase in Borrowing Limit																															44,500,000	44,500,000
Line of Credit Facility, Expiration Date				Jun. 19, 2018
Line of Credit Facility, Before Amended Borrowing Capacity																															22,500,000
Line of Credit Facility, Amended Borrowing Capacity																															8,500,000
Interest Expenses, Related to Amortization of Debt Issue Cost		4,400,000	500,000	4,900,000	1,000,000
Long-term Debt		591,400,000		591,400,000		484,500,000									28,600,000	63,700,000	9,000,000	20,000,000	1,300,000	3,000,000	10,300,000	23,000,000	29,100,000	16,000,000		96,200,000							22,500,000
Debt, Weighted Average Interest Rate															10.78%	10.78%
Interest Rate on Borrowings Range, Minimum															3.00%	3.00%
Interest Rate on Borrowings Range, Maximum															14.31%	14.31%
Borrowings, Maturity Dates Range, Minimum															July 2013	July 2013																			October 2013	October 2013
Borrowings, Maturity Dates Range, Maximum															July 2022	July 2022																			April 2015	April 2015
Line of Credit Facility, New Borrowings																								5,700,000	35,000,000
Debt Instrument, Interest Rate, Basis for Effective Rate									11.25%																										4.17%	4.17%
Debt Instrument, Interest Rate at Period End, Minimum																								6.44%	6.44%								2.36%	2.36%
Debt Instrument, Interest Rate at Period End, Maximum																								7.68%	7.68%								3.96%	3.96%
Line of Credit, Interest Rate, Stated Percentage																																	3.04%	3.04%
Capital Lease Obligations, Maximum, Maturity Date				March 2018
Capital Lease Obligations, Current		1,200,000		1,200,000		1,700,000
Capital Lease Obligations		11,200,000		11,200,000		12,500,000
Debt Instrument, Covenant Description										(i) $100 million and (ii) such other amount so long as Term Loan Holdcos pro forma Total Net Leverage Ratio (as defined in the Term Loan Credit Agreement) does not exceed 2.00:1.00.
Debt Instrument, Interest Rate Terms										Term Loan Credit Agreement bear interest at (i) an alternate base rate (which is the highest of the Prime Rate, the Federal Funds Effective Rate plus 1/2% and the Adjusted LIBO Rate (as each such term is defined in the Term Loan Credit Agreement) for a one month interest period plus 1%) plus a margin of 3.50% or (ii) the Adjusted LIBO Rate (calculated by multiplying the applicable LIBOR by a statutory reserve rate, with a floor of 1.25) plus a margin of 4.50%.
Debt Instrument Aggregate Purchase Price												113.58%
Debt Instrument, Premium Paid	2,200,000											37,500,000
Other Expenses, Total												700,000
Debt Issuance Cost							500,000						3,100,000
Debt Instrument Principal Amount Percentage	105.00%
Debt Instrument Aggregate Redemption Price	105.00%
Payments of Debt Issuance Costs		1,700,000
Amortization of Financing Costs		300,000
Breakage Fee		600,000
Line of Credit Facility, Current Borrowing Capacity																											$ 35,000,000

XML

Goodwill and Other Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill [Table Text Block]

The change in the carrying amount of goodwill is set forth below on a reportable segment and consolidated basis (in thousands):

	International		Americas		Consolidated
Balance at December 31, 2012	$	61,826	$	2,967	$	64,793
Currency translation adjustment		(867)		(242)		(1,109)
Balance at June 30, 2013	$	60,959	$	2,725	$	63,684

Schedule of Intangible Assets and Goodwill [Table Text Block]

The following table presents information about the intangible assets of the Company at June 30, 2013 and December 31, 2012, respectively (in thousands):

		As of June 30, 2013				As of December 31, 2012
	Weighted Average Life	Gross Carrying Amount		Accumulated Amortization		Gross  Carrying Amount		Accumulated Amortization
Amortized intangible:
Europe	7 years	$	15,944	$	13,884	$	15,978	$	12,759
Brazil	7 years		5,471		4,755		5,532		4,392
Total		$	21,415	$	18,639	$	21,510	$	17,151

XML

Commitments and Contingencies

6 Months Ended

Jun. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

Note 17. Commitments and Contingencies

Environmental Matters

The Company owns properties which have been impacted by environmental releases. The Company is actively involved in investigation and/or remediation at several of these locations. Total costs and liabilities associated with environmental contamination could be substantial and may have a significant impact on the Company’s financial condition, results of operations, or cash flows.

Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. The established liability for environmental matters is based upon management’s best estimates of expected investigation/ remediation costs related to environmental contamination. It is possible that actual costs associated with these matters will exceed the environmental reserves established by the Company. Inherent uncertainties exist in the estimates, primarily due to unknown environmental conditions, changing governmental regulations, and legal standards regarding liability and evolving technologies for handling site remediation and restoration. At June 30, 2013 and December 31, 2012, the Company had accrued $2.3 million for environmental matters.

Contingent Matters

The Company will establish reserves for matters in which losses are probable and can be reasonably estimated. These types of matters may involve additional claims that, if granted, could require the Company to pay penalties or make other expenditures in amounts that will not be estimable at the time of discovery of the matter. In these cases, a liability will be recorded at the low end of the range if no amount within the range is a better estimate in accordance with FASB ASC No. 450, Accounting for Contingencies.

The Company has been subject to various governmental audits in Brazil. As of June 30, 2013, the Company has a remaining liability recorded of $2.1 million and may be required to pay up to $5 million. To the extent that future payments are required above the amount recorded as a liability, the payments will be expensed.

Litigation

The Company is subject to various legal actions and claims incidental to its business, including potential lawsuits with customers or suppliers. Litigation is subject to many uncertainties and the outcome of individual litigated matters is not probable or estimable. After discussions with counsel litigating these matters, it is the opinion of management that the outcome of such matters will not have a material impact on the Company’s financial position, results of operations, or cash flows.

XML

Goodwill and Other Intangible Assets (Details 1) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Dec. 31, 2012
Amortized intangible:
Gross Carrying Amount	$ 21,415	$ 21,510
Accumulated Amortization	18,639	17,151
Europe [Member]
Amortized intangible:
Weighted Average Life	7 years
Gross Carrying Amount	15,944	15,978
Accumulated Amortization	13,884	12,759
Brazil [Member]
Amortized intangible:
Weighted Average Life	7 years
Gross Carrying Amount	5,471	5,532
Accumulated Amortization	$ 4,755	$ 4,392

XML

Retirement Plans (Details Textual) (USD $) In Millions, unless otherwise specified	3 Months Ended	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2013	Jun. 30, 2012
Defined Benefit Plan, Expected Minimum Pension Funding		$ 15.1
Defined Contribution Plan, Employer Discretionary Contribution Amount	1.2	2.3
Pension Contributions	$ 3.4	$ 6.4
Defined Benefit Plan, Funded Percentage	7.40%	7.40%	7.40%

XML

Fair Value of Financial Instruments (Details Textual) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Dec. 31, 2012
Long-term Debt	$ 591.4	$ 484.5
Long-term Debt, Fair Value	599.5	592.1
Impairment of Long-Lived Assets to be Disposed of	2.2
Property, Plant and Equipment [Member]
Assets Held-for-sale, Long Lived	5.1
Impairment of Long-Lived Assets to be Disposed of	1.2
Fair Value, Inputs, Level 3 [Member]
Assets Held-for-sale, Long Lived, Fair Value Disclosure	2.9
Fair Value, Inputs, Level 3 [Member] | Property, Plant and Equipment [Member]
Assets Held-for-sale, Long Lived, Fair Value Disclosure	$ 2.9

XML

Discontinued Operations and Assets Held for Sale (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Revenues		$ 88,905		$ 176,777
Income before provision for income taxes		2,072		3,017
Provision for income taxes		456		664
Income from discontinued operations	$ 0	$ 1,616	$ 0	$ 2,353

XML

Share-Based and Long-Term Compensation (Tables)

6 Months Ended

Jun. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block]

The following table summarizes the Company’s award activity during the six months ended June 30, 2013:

	Options				Restricted Stock Units
Outstanding at:	Shares		Weighted Average Exercise Price		Shares		Weighted Average Grant Date Fair Value
December 31, 2012		973,745	$	12.30		682,415	$	11.00
Granted		-		-		120,593		12.98
Options exercised or RSUs vested		(122,625)		12.46		(68,862)		13.67
Forfeited		(39,909)		12.17		(9,029)		13.29
June 30, 2013		811,211	$	12.28		725,117	$	11.05

XML

Segment Information (Tables)

6 Months Ended

Jun. 30, 2013

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

The following is a summary of selected data for each of the Company’s reportable segments (in thousands):

	International		Americas		Total
Three Months Ended June 30, 2013
Revenues	$	242,584	$	313,294	$	555,878
Adjusted EBITDA		21,965		40,250		62,215
Capital Expenditures		3,972		13,337		17,309
Total assets		756,131		543,095		1,299,226
Three Months Ended June 30, 2012
Revenues	$	251,509	$	303,443	$	554,952
Adjusted EBITDA		25,102		37,319		62,421
Capital Expenditures		15,833		11,378		27,211
Six Months Ended June 30, 2013
Revenues	$	487,353	$	602,665	$	1,090,018
Adjusted EBITDA		43,996		70,285		114,281
Capital Expenditures		9,956		24,301		34,257
Six Months Ended June 30, 2012
Revenues	$	500,169	$	584,474	$	1,084,643
Adjusted EBITDA		45,685		63,021		108,706
Capital Expenditures		27,317		24,270		51,587

Reconciliation of Adjusted EBITDA to Income (loss) Before Income Taxes [Table Text Block]

The following is a reconciliation of Adjusted EBITDA to income / (loss) before provision for income taxes (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Adjusted EBITDA	$	62,215	$	62,421	$	114,281	$	108,706
Restructuring and asset impairment charges, net		(14,651)		(2,833)		(17,331)		(4,767)
Depreciation and amortization		(23,465)		(22,404)		(48,637)		(44,715)
Acquisition costs and other		(495)		(119)		(569)		(186)
Long-term compensation expense		(1,784)		(3,123)		(3,146)		(8,161)
Interest expense, net		(21,196)		(13,776)		(34,350)		(27,246)
Other expense		(40,928)		-		(40,928)		-
Closure of Tower Defense & Aerospace		(1,235)		-		(2,835)		-
Income / (loss) before provision for income taxes	$	(41,539)	$	20,166	$	(33,515)	$	23,631

XML

Restructuring and Asset Impairment Charges

6 Months Ended

Jun. 30, 2013

Restructuring and Related Activities [Abstract]

Restructuring, Impairment, and Other Activities Disclosure [Text Block]

Note 7. Restructuring and Asset Impairment Charges

As of June 30, 2013, the Company has executed various restructuring plans and may execute additional plans in the future to realign manufacturing capacity to prevailing global automotive production and to improve the utilization of existing facilities. Estimates of restructuring charges are based on information available at the time such charges are recorded. Due to the inherent uncertainty involved in estimating restructuring expenses, actual amounts paid for such activities may differ from amounts initially recorded. Accordingly, the Company may record revisions of previous estimates by adjusting previously established reserves.

Restructuring and Asset Impairment Charges

Net restructuring and asset impairment charges for each of the Company’s reportable segments include the following (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
International	$	1,170	$	716	$	1,215	$	1,753
Americas		13,481		2,117		16,116		3,014
Consolidated	$	14,651	$	2,833	$	17,331	$	4,767

The following table sets forth the Company’s net restructuring and asset impairment charges by type for the periods presented (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Employee termination costs	$	889	$	760	$	1,044	$	1,858
Other exit costs		3,711		2,073		5,281		2,909
Asset impairment		10,051		-		11,006		-
Restructuring and asset impairment charges, net	$	14,651	$	2,833	$	17,331	$	4,767

The charges incurred during the six months ended June 30, 2013 and 2012 related primarily to the following actions:

2013 Actions

During the three and six months ended June 30, 2013, the charges incurred in the Americas segment related to the closure of Tower Defense & Aerospace, LLC (“TD&A”) (described below), the ongoing maintenance expense of facilities closed as a result of prior actions, and an impairment charge on a facility in Romulus, Michigan that the Company ceased using during the first quarter of 2013. The charges incurred in the International segment related to an impairment charge on the Bergisch facility that was classified as held for sale during the second quarter of 2013 and severance costs to reduce fixed costs.

Tower Defense & Aerospace

In April 2013, the Company’s Board determined to close the operations of TD&A. In June 2013, the Company received $9.1 million in cash proceeds for the sale of substantially all of TD&A’s assets. In connection with such closure, the Company incurred $11.5 million of restructuring charges, of which $8.2 million represents an impairment charge, $2.8 million represents other exit costs, and $0.5 million represents severance costs. The Company does not anticipate that it will incur additional restructuring charges during the third quarter of 2013. As of June 30, 2013, the Company has a liability recorded of $0.5 million related to severance costs and lease buy-outs for such closure.

2012 Actions

During the three and six months ended June 30, 2012, the charges incurred in the Americas segment related to the ongoing maintenance expense of facilities closed as a result of prior actions and the costs incurred to close a manufacturing facility and relocate the operations to one of the Company’s existing manufacturing facilities. The charges incurred in the International segment related to severance costs in Europe to reduce fixed costs.

Restructuring Reserve

The following table summarizes the activity in the restructuring reserve by segment, reflected in accrued liabilities, for the above-mentioned actions through June 30, 2013 (in thousands):

	International		Americas		Consolidated
Balance at December 31, 2012	$	897	$	1,634	$	2,531
Payments		(882)		(664)		(1,546)
Increase		177		867		1,044
Adjustment		-		(20)		(20)
Balance at June 30, 2013	$	192	$	1,817	$	2,009

Except as disclosed in the table above, the Company does not anticipate incurring additional material cash charges associated with the actions described above. The increase in the liability above does not agree with the restructuring charges in the table above as certain items related to the actions described are expensed as incurred. The liability primarily relates to severance, with the exception of costs accrued resulting from the ceased use of a facility in North America during the first quarter of 2012.

The liability decreased during the first six months of 2013 primarily due to severance payments made related to prior accruals. The majority of the $2 million restructuring reserve accrued as of June 30, 2013, is expected to be paid in 2013.

During the six months ended June 30, 2013, the Company incurred payments related to prior accruals in Europe and North America of $0.9 million and $0.7 million, respectively.

XML

Segment Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Revenues	$ 555,878	$ 554,952	$ 1,090,018	$ 1,084,643
Adjusted EBITDA	62,215	62,421	114,281	108,706
Capital Expenditures	17,309	27,211	34,257	51,587
Total assets	1,299,226		1,299,226		1,238,122
International [Member]
Revenues	242,584	251,509	487,353	500,169
Adjusted EBITDA	21,965	25,102	43,996	45,685
Capital Expenditures	3,972	15,833	9,956	27,317
Total assets	756,131		756,131
Americas [Member]
Revenues	313,294	303,443	602,665	584,474
Adjusted EBITDA	40,250	37,319	70,285	63,021
Capital Expenditures	13,337	11,378	24,301	24,270
Total assets	$ 543,095		$ 543,095

XML

Restructuring and Asset Impairment Charges (Tables)

6 Months Ended

Jun. 30, 2013

Restructuring and Related Activities [Abstract]

Schedule of Restructuring Charges and Asset Impairments [Table Text Block]

Net restructuring and asset impairment charges for each of the Company’s reportable segments include the following (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
International	$	1,170	$	716	$	1,215	$	1,753
Americas		13,481		2,117		16,116		3,014
Consolidated	$	14,651	$	2,833	$	17,331	$	4,767

Schedule of Restructuring and Related Costs [Table Text Block]

The following table sets forth the Company’s net restructuring and asset impairment charges by type for the periods presented (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Employee termination costs	$	889	$	760	$	1,044	$	1,858
Other exit costs		3,711		2,073		5,281		2,909
Asset impairment		10,051		-		11,006		-
Restructuring and asset impairment charges, net	$	14,651	$	2,833	$	17,331	$	4,767

Schedule of Restructuring Liability by Segment [Table Text Block]

The following table summarizes the activity in the restructuring reserve by segment, reflected in accrued liabilities, for the above-mentioned actions through June 30, 2013 (in thousands):

	International		Americas		Consolidated
Balance at December 31, 2012	$	897	$	1,634	$	2,531
Payments		(882)		(664)		(1,546)
Increase		177		867		1,044
Adjustment		-		(20)		(20)
Balance at June 30, 2013	$	192	$	1,817	$	2,009

XML

Tooling (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Customer-owned tooling, net	$ 42,894	$ 33,308
Company-owned tooling	3,522	967
Total tooling, net	$ 46,416	$ 34,275

XML

Retirement Plans

6 Months Ended

Jun. 30, 2013

Compensation and Retirement Disclosure [Abstract]

Pension and Other Postretirement Benefits Disclosure [Text Block]

Note 10. Retirement Plans

The Company sponsors various pension and other postretirement benefit plans for its employees.

The Tower International Consolidated Pension Plan (the “Pension Plan”) provides benefits for certain current and former U.S. employees. Benefits under the Pension Plan are based on years of service and compensation, among other factors. Effective October 1, 2006, the Pension Plan was frozen and ceased accruing any additional benefits. Contributions made by the Company are intended to fund benefits that accrued through October 1, 2006.

The Company sponsors various qualified defined contribution retirement plans. Each plan serves a defined group of employees and has varying levels of Company contributions. The Company’s contributions to certain plans may be required by the terms of the Company’s collective bargaining agreements.

The following tables provide the components of net periodic pension benefit cost and other post-retirement benefit cost (in thousands):

	Pension Benefits				Other Benefits
	Three Months Ended June 30,				Three Months Ended June 30,
	2013		2012		2013		2012
Service cost	$	14	$	9	$	-	$	-
Interest cost		2,553		2,911		135		164
Expected return on plan assets (a)		(3,098)		(2,817)		-		-
Net periodic benefit cost / (income)	$	(531)	$	103	$	135	$	164

	Pension Benefits				Other Benefits
	Six Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Service cost	$	28	$	18	$	-	$	-
Interest cost		5,106		5,822		270		328
Expected return on plan assets (a)		(6,196)		(5,634)		-		-
Net periodic benefit cost / (income)	$	(1,062)	$	206	$	270	$	328

(a) Expected rate of return on plan assets is 7.4% for 2013 and was 7.4% for 2012

The Company expects its minimum pension funding requirements to be $15.1 million during 2013. The Company made contributions of $3.4 million and $6.4 million, respectively, to the Pension Plan during the three and six months ended June 30, 2013.

Additionally, the Company contributed $1.2 million and $2.3 million, respectively, to its defined contribution retirement plans during the three and six months ended June 30, 2013.

XML

Goodwill and Other Intangible Assets

6 Months Ended

Jun. 30, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure [Text Block]

Note 6. Goodwill and Other Intangible Assets

Goodwill 

The change in the carrying amount of goodwill is set forth below on a reportable segment and consolidated basis (in thousands):

	International		Americas		Consolidated
Balance at December 31, 2012	$	61,826	$	2,967	$	64,793
Currency translation adjustment		(867)		(242)		(1,109)
Balance at June 30, 2013	$	60,959	$	2,725	$	63,684

Intangibles

The Company has certain intangible assets that are related to customer relationships in Europe and Brazil. These intangible assets have definite lives and are amortized on a straight-line basis, which approximates the recognition of related revenue, over the estimated lives of the related assets. The intangible assets are recorded in other assets, net in the Condensed Consolidated Balance Sheets. The Company anticipates amortization expense of $2.8 million and $1.6 million for the years ended December 31, 2013 and 2014, respectively, at which time no further amortization expense will be incurred. The Company has incurred amortization expense of $0.7 million and $1.5 million, respectively, for the three and six months ended June 30, 2013. The Company incurred amortization expense of $1.1 million and $2.3 million, respectively, for the three and six months ended June, 2012. The following table presents information about the intangible assets of the Company at June 30, 2013 and December 31, 2012, respectively (in thousands):

		As of June 30, 2013				As of December 31, 2012
	Weighted Average Life	Gross Carrying Amount		Accumulated Amortization		Gross  Carrying Amount		Accumulated Amortization
Amortized intangible:
Europe	7 years	$	15,944	$	13,884	$	15,978	$	12,759
Brazil	7 years		5,471		4,755		5,532		4,392
Total		$	21,415	$	18,639	$	21,510	$	17,151

XML

Organization and Basis of Presentation

6 Months Ended

Jun. 30, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

Note 1. Organization and Basis of Presentation

Tower International, Inc. and its subsidiaries (collectively referred to as the “Company” or “Tower International”) is a leading integrated global manufacturer of engineered structural metal components and assemblies, primarily serving automotive original equipment manufacturers (“OEMs”), including Volkswagen Group, Ford, Chrysler, Fiat, Volvo, Nissan, Daimler, Toyota, BMW, Honda, Chery, PSA, and Geely. Products include body-structure stampings, frame and other chassis structures, as well as complex welded assemblies for small and large cars, crossovers, pickups, and sport utility vehicles (“SUVs”). Including both wholly owned subsidiaries and majority owned subsidiaries, the Company has strategically located production facilities in Brazil, the United States, Belgium, Czech Republic, Germany, Italy, Poland, Slovakia, and China, supported by engineering and sales locations in Brazil, the United States, Germany, Italy, China, India, and Japan.

The accompanying Condensed Consolidated Financial Statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The information furnished in the Condensed Consolidated Financial Statements includes normal recurring adjustments and reflects all adjustments which are, in the opinion of management, necessary for a fair presentation of such financial statements. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the SEC. Although the Company believes that the disclosures are adequate to make the information presented not misleading, these Condensed Consolidated Financial Statements should be read in conjunction with the audited year-end financial statements and the notes thereto included in the most recent Annual Report on Form 10-K filed by the Company with the SEC. The interim results for the periods presented may not be indicative of the Company’s actual annual results.

On October 14, 2010, the Company completed its initial public offering (the “IPO”), whereby Tower Automotive, LLC was converted to a Delaware corporation named Tower International, Inc.

On December 28, 2012, the Company consummated the divestiture of its South Korean subsidiary. In accordance with FASB ASC No. 205, Discontinued Operations, the results of the Company’s South Korean subsidiary are presented as discontinued operations in the Company’s Condensed Consolidated Financial Statements. See note 4 for additional information.

Principles of Consolidation

The Condensed Consolidated Financial Statements include the accounts of the Company and all subsidiaries over which the Company exercises control. All intercompany transactions and balances have been eliminated upon consolidation.

XML

Income Taxes (Details Textual) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Income Tax Expense (Benefit)	$ 3,644,000	$ 12,524,000	$ 7,134,000	$ 14,666,000
Valuation Allowance, Deferred Tax Asset, Change in Amount		$ 6,500,000

XML

Restructuring and Asset Impairment Charges (Details 1) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Employee termination costs	$ 889	$ 760	$ 1,044	$ 1,858
Other exit costs	3,711	2,073	5,281	2,909
Asset impairment	10,051	0	11,006	0
Restructuring and asset impairment charges, net	$ 14,651	$ 2,833	$ 17,331	$ 4,767

XML

Stockholders' Equity and Noncontrolling Interests (Tables)

6 Months Ended

Jun. 30, 2013

Stockholders' Equity Note [Abstract]

Schedule of Stockholders Equity [Table Text Block]

The table below provides a reconciliation of the carrying amount of total stockholders’ equity, including stockholders’ equity attributable to Tower International, Inc. (“Tower”) and the noncontrolling interests (“NCI”) (in thousands):

	Six Months Ended June 30,
	2013						2012
	Tower		NCI		Total		Tower		NCI		Total
Stockholders' equity beginning balance	$	63,247	$	77,627	$	140,874	$	40,003	$	57,457	$	97,460
Net income / (loss)		(42,563)		1,749		(40,814)		8,284		3,034		11,318
Other comprehensive income / (loss):
Foreign currency translation adjustments		(7,856)		501		(7,355)		(8,528)		(342)		(8,870)
Unrealized gain on qualifying cash flow hedge, net		188		-		188		11		-		11
Total comprehensive income / (loss)		(50,231)		2,250		(47,981)		(233)		2,692		2,459
Vesting of RSUs		2		-		2		-		-		-
Treasury stock		(290)		-		(290)		(3,165)		-		(3,165)
Share based compensation expense		2,413		-		2,413		7,357		-		7,357
Proceeds received from stock options exercised		1,506		-		1,506		-		-		-
De-consolidation of Chinese Joint Venture		-		(11,913)		(11,913)		-		-		-
Noncontrolling interest dividends		-		(4,477)		(4,477)		-		-		-
Stockholders' equity ending balance	$	16,647	$	63,487	$	80,134	$	43,962	$	60,149	$	104,111

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

The following table presents the components of accumulated other comprehensive loss (in thousands): 

	As of June 30,		As of December 31,		Other Comprehensive Income / (Loss) Attributable to
	2013		2012		Tower
Foreign currency translation	$	10,058	$	17,914	$	(7,856)
Defined benefit plans, net		(30,350)		(30,350)		-
Unrealized gain / (loss) on qualifying cash flow hedge, net		140		(48)		188
Accumulated other comprehensive loss	$	(20,152)	$	(12,484)	$	(7,668)

Schedule of Changes in Accumulated Other Comprehensive Income (Loss) [Table Text Block]

The following table presents the changes in accumulated other comprehensive loss by component for the three months ended June 30, 2013 (in thousands): 

	Unrealized Gains on Qualifying Cash Flow Hedge		Defined Benefit Plan, Net		Foreign Currency Translation Adjustments		Total
Balance as of March 31, 2013	$	(184)	$	(30,350)	$	10,222	$	(20,312)
Other comprehensive income / (loss) before reclassifications		263		-		(164)		99
Amounts reclassified from accumulated other comprehensive loss		61		-		-		61
Net current-period other comprehensive income / (loss)		324		-		(164)		160
Balance as of June 30, 2013	$	140	$	(30,350)	$	10,058	$	(20,152)

The following table presents the changes in accumulated other comprehensive loss by component for the six months ended June 30, 2013 (in thousands): 

	Unrealized Gains on Qualifying Cash Flow Hedge		Defined Benefit Plan, Net		Foreign Currency Translation Adjustments		Total
Balance as of December 31, 2012	$	(48)	$	(30,350)	$	17,914	$	(12,484)
Other comprehensive income / (loss) before reclassifications		127		-		(7,856)		(7,729)
Amounts reclassified from accumulated other comprehensive loss		61		-		-		61
Net current-period other comprehensive income / (loss)		188		-		(7,856)		(7,668)
Balance as of June 30, 2013	$	140	$	(30,350)	$	10,058	$	(20,152)

XML

Joint Ventures and Equity in Earnings of Joint Ventures (Details Textual) (USD $) In Millions, unless otherwise specified	1 Months Ended			3 Months Ended
	Mar. 31, 2012 Xiangtan [Member] Xiangtan Joint Venture [Member]	Jul. 31, 2011 Xiangtan [Member] Xiangtan Joint Venture [Member]	Feb. 29, 2012 Ningbo [Member] Ningbo Joint Venture [Member]	Jun. 30, 2013 Ningbo [Member] Ningbo Joint Venture [Member]
Ownership Percentage of Subsidiary	51.00%	50.00%	64.00%
Noncontrolling Interest in Joint Ventures		$ 5.9	$ 12.1
Additional Ownership Percentage in Subsidiary				6.00%
Equity Method Investment Agreed Contribution Amount				0.8
Deconsolidation, Gain (Loss), Amount				1.5
Equity Method Investment Direct Cost				0.4
Equity Method Investments				$ 8.1

XML

Earnings per Share ("EPS") (Details Textual) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1.5	1.0	1.5	1.0

XML

Share-Based and Long-Term Compensation

6 Months Ended

Jun. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

Note 13. Share-Based and Long-Term Compensation

2010 Equity Incentive Plan

The Company adopted an equity incentive plan in connection with the IPO that allows for the grants of stock options, restricted stock awards, other equity-based awards, and certain cash-based awards to be made pursuant to the plan. The eligibility requirements and terms governing the allocation of any common stock and the receipt of other consideration under the 2010 Equity Incentive Plan are determined by the Board of Directors and/or its Compensation Committee. The number of shares of common stock that may be issued or delivered may not exceed, in the aggregate, 4.6 million shares. Cash settled awards do not count against the maximum aggregate number.

The primary objectives of the Company’s compensation programs are to (i) attract, motivate and retain the best executive officers with the skills necessary to successfully manage the business and (ii) align the interests of the executive officers with stockholders by rewarding them for strong Company performance.

Share-Based Compensation

At June 30, 2013, 1,143,348 shares were available for future grants of options and other types of awards under the 2010 Equity Incentive Plan. Forfeited shares may be re-issued under the plan up to the maximum amount to be issued as defined by the plan.

The following table summarizes the Company’s award activity during the six months ended June 30, 2013:

	Options				Restricted Stock Units
Outstanding at:	Shares		Weighted Average Exercise Price		Shares		Weighted Average Grant Date Fair Value
December 31, 2012		973,745	$	12.30		682,415	$	11.00
Granted		-		-		120,593		12.98
Options exercised or RSUs vested		(122,625)		12.46		(68,862)		13.67
Forfeited		(39,909)		12.17		(9,029)		13.29
June 30, 2013		811,211	$	12.28		725,117	$	11.05

Stock options — The exercise price of each stock option equals the market price of the Company’s common stock on the date of grant. Compensation expense is recorded based on the fair value at the grant date and is recognized on a straight-line basis over the applicable vesting periods. The Company’s stock options generally vest over three years with a maximum term of ten years.

During the three and six months ended June 30, 2013, the Company recognized an expense of $0.5 million and $1 million, respectively, relating to the options. During the three and six months ended June 30, 2012, the Company recognized an expense of $0.4 million and $0.7 million, respectively, relating to the options. The Company did not recognize any tax benefit related to this compensation expense. As of June 30, 2013, the Company has $2.4 million of unrecognized compensation expense associated with these stock options that will be amortized on a straight-line basis over the next 16 months on a weighted average basis.

As of June 30, 2013, the Company has an aggregate of 811,211 stock options that have been granted but have not yet been exercised. As of June 30, 2013, the remaining average contractual life for the options is approximately 8.25 years. During the six months ended June 30, 2013, 122,625 stock options were exercised and 39,909 stock options were forfeited.

Restricted stock units (“RSUs”) — The grant date fair value of each RSU equals the market price of the Company’s common stock on the date of grant. Compensation expense is recorded based on the fair value at the grant date, less an estimated forfeiture amount, and is recognized on a straight-line basis over the applicable vesting periods.

During the three and six months ended June 30, 2013, the Company recognized an expense of $0.7 million and $1.4 million, respectively, relating to all of the RSUs granted thus far, excluding the RSUs granted in connection with the Company’s IPO. During the three and six months ended June 30, 2012, the Company recognized an expense of $0.7 million and $1.3 million, respectively, relating to these RSUs. The Company did not recognize any tax benefit related to this compensation expense. As of June 30, 2013, the Company has $3.6 million of unrecognized compensation expense associated with these RSUs that will be amortized on a straight-line basis over the next 20 months on a weighted average basis. The Company’s RSUs generally vest over a three year period.

During the three and six months ended June 30, 2012, the Company recognized an expense of $2.1 million and $5.5 million, respectively, relating to the RSUs granted in connection with the Company’s IPO. The Company did not recognize any expense related to these RSUs during the three and six months ended June 30, 2013 because all compensation expense associated with these RSUs had been recorded as of April 30, 2012. The Company did not recognize any tax benefit related to this compensation expense.

As of June 30, 2013, the Company has an aggregate of 725,117 RSUs that have been granted but have not yet vested. In addition, 9,029 RSUs were forfeited during the six months ended June 30, 2013.

On March 1, 2012, one third of the RSUs granted on March 3, 2011 vested, resulting in the issuance of 31,878 shares at a fair value of $0.4 million. After offsets for withholding taxes, a total of 25,384 shares of common stock were issued in connection with this vesting. This total is net of shares repurchased to provide payment for certain executives’ minimum statutory withholding tax. The Company paid $0.1 million to acquire 6,494 vested shares to cover the minimum statutory withholding taxes.

On April 20, 2012, the second half of the RSUs granted at the time of the Company's IPO vested, resulting in the issuance of 814,035 shares at a fair value of $9.1 million. After offsets for withholding taxes, a total of 537,970 shares of common stock were issued in connection with this vesting. This total is net of shares repurchased to provide payment for the employee’s minimum statutory withholding tax. The Company paid $3.1 million to acquire 276,065 vested shares to cover the minimum statutory withholding taxes.

On March 1, 2013, one third of the RSUs granted on March 3, 2011 vested, resulting in the issuance of 26,837 shares at a fair value of $0.3 million. After offsets for withholding taxes, a total of 17,934 shares of common stock were issued in connection with this vesting. This total is net of shares repurchased to provide payment for certain executives’ minimum statutory withholding tax. The Company paid $0.1 million to acquire 8,903 vested shares to cover the minimum statutory withholding taxes.

On March 6, 2013, one third of the RSUs granted on March 6, 2012 vested resulting in the issuance of 40,305 shares at a fair value of $0.5 million. After offsets for withholding taxes, a total of 27,164 shares of common stock were issued in connection with this vesting. This total is net of shares repurchased to provide payment for certain executives’ minimum statutory withholding tax. The Company paid $0.2 million to acquire 13,141 vested shares to cover the minimum statutory withholding taxes.

Long-Term Compensation 

Performance Award Agreements

On March 5, 2013, the Company granted certain awards pursuant to Performance Award Agreements to approximately 80 executives under the provisions of the 2010 Equity Incentive Plan. The purpose of the awards is to provide the executives an incentive to participate in the long-term success and growth of the Company. The Performance Award Agreements provide for cash-based awards that vest upon payment, which will be paid after December 31, 2015, if certain performance conditions are met. These awards are also subject to payment upon a change in control or termination of employment, if certain criteria are met. 50% of the awards will be based on the Company's Adjusted EPS Growth Rate, which is defined as the Company’s cumulative Adjusted EPS for the period of January 1, 2013 through December 31, 2015 (the "Performance Period"), stated in terms of a percentage growth rate. The Company's earnings per share will be adjusted to exclude the effect of extraordinary, unusual, and/or nonrecurring items and then will be divided by the number of fiscal years in the specified period, stated in terms of a percentage growth rate.  The remaining 50% of the awards will be based on the Company's percentile ranking of total shareholder return compared to a peer group of companies ("TSR Percentile") for the Performance Period. The awards represent unfunded, unsecured obligations of the Company. During the three and six months ended June 30, 2013, the Company recorded an expense of $0.3 million and $0.4 million, respectively, related to these awards.

Supplemental Value Creation Program 

The Supplemental Value Creation Program was created in 2010 and provided a $7.5 million cash bonus to approximately 70 executives, subject to vesting requirements of nine and 18 months, upon the retirement of the Company’s first lien term loan in full. The Company began recording a liability related to this Program in August 2010 when the first lien term loan was retired. The Company did not record an expense related to this program during the three months ended June 30, 2012; however, the Company recorded an expense of $0.7 million during the six months ended June 30, 2012. The Company paid $3.1 million upon the 18 month vesting of this Program during the first quarter of 2012. There was no remaining liability as of June 30, 2012.

XML

Income Taxes

6 Months Ended

Jun. 30, 2013

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

Note 9. Income Taxes

The Company recognized total income tax expense of $3.6 million and $7.1 million during the three months and six months ended June 30, 2013, respectively. Income tax expense is primarily the result of profitable foreign entities.

During the three months and six months ended June 30, 2012, the Company recognized income tax expense of $12.5 million and $14.7 million, respectively. The income tax expense in the second quarter of 2012 included a non-cash charge of $6.5 million for the recording of a valuation allowance on the Company’s deferred tax assets in Brazil. The remaining income tax expense during the three and six months ended June 30, 2012 resulted primarily from the recognition of foreign income taxes and withholding taxes.

The income tax expense is higher than the expected income tax expense based on statutory rates primarily because the Company does not record tax benefits or expense in certain jurisdictions, primarily the U.S. and Netherlands, which have had historical cumulative losses. The Company did not record an income tax benefit on these historical losses due to the uncertainty of future realization of the deferred tax assets generated by the cumulative losses.

XML

Subsequent Events (Details Textual) (USD $)	0 Months Ended				6 Months Ended
	May 24, 2013	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2013 Subsequent Event [Member] July 29, 2013 [Member]	Jun. 30, 2013 Subsequent Event [Member] July 10, 2013 [Member]	Jun. 30, 2013 Subsequent Event [Member] August 26, 2013 [Member]	Jun. 30, 2013 Subsequent Event [Member] Third Quarter of 2013 [Member]	Jun. 30, 2013 Subsequent Event [Member] Romulus, Michigan facility [Member] July 26, 2013 [Member]	Jun. 30, 2013 Subsequent Event [Member] Bergisch Gladbach, Germany facility [Member] July 1, 2013 [Member]
Debt Instrument Aggregate Redemption Price	105.00%					105.00%
Long-term Debt, Gross				$ 420,000,000	$ 42,200,000
Debt Issuance Cost					800,000
Restricted Cash and Cash Equivalents, Current		45,150,000	0
Proceeds from Sale of Loans Held-for-sale, Total								400,000	2,500,000
Debt Instrument Charges Incurred							$ 5,000,000

XML

Joint Ventures and Equity in Earnings of Joint Ventures

6 Months Ended

Jun. 30, 2013

Equity Method Investments and Joint Ventures [Abstract]

Equity Method Investments and Joint Ventures Disclosure [Text Block]

Note 16. Joint Ventures and Equity in Earnings of Joint Ventures

Ningbo Joint Venture

In February 2012, a foreign subsidiary of the Company reached an agreement with Ningbo Beilun Ditong Auto Parts Co., Ltd. (a subsidiary of Ditong Automotive Products Co., Ltd.) and Zhejiang Jirun Automobile Co. Ltd. (a subsidiary of Geely Automobile Co., Ltd.) to form a joint venture (“Ningbo”) located in Ningbo, China. At inception, the joint venture partners contributed a facility and associated land rights located in Ningbo, China in exchange for 64% ownership, which resulted in a $12.1 million noncontrolling interest for the Company.

During the second quarter of 2013, the Company reached an agreement with the parties to the Ningbo joint venture, whereby the Company agreed to acquire an additional 6% equity interest in Ningbo for $0.8 million. In addition, certain other agreements were modified which resulted in the Company no longer having the ability to exert control over the operating and financial affairs of the Ningbo joint venture. Accordingly, the financial results of Ningbo are no longer consolidated within the Company's financial statements; rather, the Company's proportionate share of the earnings of the joint venture have been presented as equity in earnings of joint ventures, net of tax, in the Condensed Consolidated Statement of Operations. During the three months ended June 30, 2013, in connection with the de-consolidation, the Company recognized a gain of $1.5 million in accordance with FASB ASC No. 810,  Consolidation, which is recorded in cost of sales. The Company also incurred direct costs of $0.4 million in relation to the revised agreements, which have been recorded in selling, general, and administrative expenses. The Company’s investment in the Ningbo joint venture was $8.1 million at June 30, 2013. This investment is presented within other assets, net in the Company’s Condensed Consolidated Balance Sheets as of June 30, 2013.

Xiangtan Joint Venture

In July 2011, a foreign subsidiary of the Company reached an agreement with Xiangtan Ditong Automotive Industrial Machinery Co., Ltd. (“DIT”) to form a joint venture in which the Company exercises control that was approved by the Chinese government in September 2011. At inception, the joint venture partner contributed its facility located in Xiangtan, Hunan Province, China in exchange for 50% ownership, which resulted in a $5.9 million noncontrolling interest. As part of the original transaction, the Company contributed additional capital to the joint venture in March 2012 resulting in an accumulated ownership of 51%. The joint venture is included in the Company’s Condensed Consolidated Financial Statements because the Company exercises control.

XML

Segment Information

6 Months Ended

Jun. 30, 2013

Segment Reporting [Abstract]

Segment Reporting Disclosure [Text Block]

Note 14. Segment Information

The Company defines its operating segments as components of its business where separate financial information is available. The Company’s operating segments are routinely evaluated by management. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer.

The Company produces engineered structural metal components and assemblies primarily serving the global automotive industry. The Company’s operations have similar economic characteristics and share fundamental characteristics, including the nature of the products, production processes, customers, and distribution channels. The Company’s products include body structures stampings, chassis structures (including frames), and complex welded assemblies for small and large cars, crossovers, pickups, and SUVs. The Company is comprised of four operating segments: Europe, Asia, North America, and South America. These operating segments are aggregated into two reportable segments. The International segment consists of Europe and Asia while the Americas segment consists of North and South America.

The Company measures segment operating performance based on Adjusted EBITDA. The Company uses segment Adjusted EBITDA as the basis for the CODM to evaluate the performance of each of the Company’s reportable segments.

The following is a summary of selected data for each of the Company’s reportable segments (in thousands):

	International		Americas		Total
Three Months Ended June 30, 2013
Revenues	$	242,584	$	313,294	$	555,878
Adjusted EBITDA		21,965		40,250		62,215
Capital Expenditures		3,972		13,337		17,309
Total assets		756,131		543,095		1,299,226
Three Months Ended June 30, 2012
Revenues	$	251,509	$	303,443	$	554,952
Adjusted EBITDA		25,102		37,319		62,421
Capital Expenditures		15,833		11,378		27,211
Six Months Ended June 30, 2013
Revenues	$	487,353	$	602,665	$	1,090,018
Adjusted EBITDA		43,996		70,285		114,281
Capital Expenditures		9,956		24,301		34,257
Six Months Ended June 30, 2012
Revenues	$	500,169	$	584,474	$	1,084,643
Adjusted EBITDA		45,685		63,021		108,706
Capital Expenditures		27,317		24,270		51,587

Inter-segment sales are not significant for any period presented. Capital expenditures do not equal cash disbursed for purchases of property, plant, and equipment as presented in the accompanying Condensed Consolidated Statements of Cash Flows, as capital expenditures above include amounts paid and accrued during the periods presented.

The following is a reconciliation of Adjusted EBITDA to income / (loss) before provision for income taxes (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Adjusted EBITDA	$	62,215	$	62,421	$	114,281	$	108,706
Restructuring and asset impairment charges, net		(14,651)		(2,833)		(17,331)		(4,767)
Depreciation and amortization		(23,465)		(22,404)		(48,637)		(44,715)
Acquisition costs and other		(495)		(119)		(569)		(186)
Long-term compensation expense		(1,784)		(3,123)		(3,146)		(8,161)
Interest expense, net		(21,196)		(13,776)		(34,350)		(27,246)
Other expense		(40,928)		-		(40,928)		-
Closure of Tower Defense & Aerospace		(1,235)		-		(2,835)		-
Income / (loss) before provision for income taxes	$	(41,539)	$	20,166	$	(33,515)	$	23,631

XML

Document And Entity Information	6 Months Ended
	Jun. 30, 2013	Jul. 26, 2013
Document Information [Line Items]
Entity Registrant Name	Tower International, Inc.
Entity Central Index Key	0001485469
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Trading Symbol	TOWR
Entity Common Stock, Shares Outstanding		20,427,421
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2013
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2013

XML

Fair Value of Financial Instruments

6 Months Ended

Jun. 30, 2013

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

Note 15. Fair Value of Financial Instruments

FASB ASC No. 820, Fair Value Measurements, clarifies the definition of fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date (an exit price). The exit price is based on the amount that the holder of the asset or liability would receive or need to pay in an actual transaction or in a hypothetical transaction if an actual transaction does not exist, at the measurement date. In some circumstances, the entry and exit price may be the same; however, they are conceptually different

Fair value is generally determined based on quoted market prices in active markets for identical assets or liabilities. If quoted market prices are not available, the Company uses valuation techniques that place greater reliance on observable inputs and less reliance on unobservable inputs. In measuring fair value, we may make adjustments for risks and uncertainties, if a market participant would include such an adjustment in its pricing.

FASB ASC No. 820 establishes a fair value hierarchy that distinguishes between assumptions based on market data, referred to as observable inputs, and our assumptions, referred to as unobservable inputs. Determining where an asset or liability falls within that hierarchy depends on the lowest level input that is significant to the fair value measurement as a whole. An adjustment to the pricing method used within either Level 1 or Level 2 inputs could generate a fair value measurement that effectively falls in a lower level in the hierarchy. The hierarchy consists of three broad levels as follows:

Level 1: Quoted market prices in active markets for identical assets and liabilities;

Level 2: Inputs other than Level 1 inputs that are either directly or indirectly observable; and

Level 3: Unobservable inputs developed using internal estimates and assumptions, which reflect those that market participants would use.

At June 30, 2013, the carrying value and estimated fair value of the Company’s total debt was $591.4 million and $599.5 million, respectively. At December 31, 2012, the carrying value and estimated fair value of the Company’s total debt was $484.5 million and $592.1 million, respectively. The majority of the Company’s debt at June 30, 2013 is comprised of the Term Loan Credit Facility and has the ability to be traded between financial institutions. Accordingly, this debt has been classified as Level 2. The fair value was determined based on the quoted market values. The majority of the Company’s debt at December 31, 2012 was traded in the market and was classified as a Level 2 measurement based on the pricing methodology and the limited trading of the securities. The fair value was determined based on the quoted market values. The remainder of the Company’s debt, primarily consisting of foreign subsidiaries’ debt, is asset-backed and is classified as Level 3. As this debt carries variable rates and minimal credit risk, the book value approximates the fair value for this debt.

The Company has foreign exchange hedges that were measured at fair value on a recurring basis at June 30, 2013 and December 31, 2012. The fair value of the hedges was immaterial for all periods presented. These derivative financial instruments are recorded in accrued liabilities and are all classified as Level 2 measurements determined using significant other observable inputs. We engage in foreign exchange hedges to limit exposure on foreign currency related to certain intercompany payments. These foreign exchange hedges have an immaterial impact on the Condensed Consolidated Financial Statements for the periods presented.

The following table provides each major category of assets and liabilities measured at fair value on a nonrecurring basis during the six months ended June 30, 2013 (in millions):

	Quoted prices in active markets for identical assets	Significant other observable inputs	Significant unobservable inputs
	Level 1	Level 2	Level 3		Total gains / (losses)
Long-lived assets held for sale	Not applicable	Not applicable	$	2.9	$	(2.2)

In accordance with FASB ASC No. 360, Property, Plant, & Equipment, long-lived assets held for sale with a carrying amount of $5.1 million were written down to their fair value of $2.9 million, resulting in a loss of $2.2 million, which was included in the Company’s Condensed Consolidated Statement of Operations for the six months ended June 30, 2013. Fair value of the assets was determined using a third party appraisal based on current market conditions.

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accruals approximate fair value because of the short maturity of these instruments.

XML

Share-Based and Long-Term Compensation (Details Textual) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended			1 Months Ended				6 Months Ended		3 Months Ended	6 Months Ended		3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012	Mar. 06, 2013 Restricted Stock Units (RSUs) [Member]	Mar. 01, 2013 Restricted Stock Units (RSUs) [Member]	Apr. 20, 2012 Restricted Stock Units (RSUs) [Member]	Mar. 01, 2012 Restricted Stock Units (RSUs) [Member]	Jun. 30, 2013 Restricted Stock Units (RSUs) [Member]	Jun. 30, 2013 Equity Incentive Plan 2010 [Member]	Jun. 30, 2013 Performance Award Agreements [Member]	Jun. 30, 2013 Performance Award Agreements [Member]	Jun. 30, 2012 Supplemental Value Creation Program [Member]	Jun. 30, 2013 IPO [Member]	Jun. 30, 2013 IPO [Member]	Jun. 30, 2012 IPO [Member] Restricted Stock Units (RSUs) [Member]	Jun. 30, 2013 IPO [Member] Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in shares)											1,143,348
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares)	4,600,000		4,600,000
Stock or Unit Option Plan Expense	$ 0.5	$ 0.4	$ 1.0	$ 0.7								$ 0.3	$ 0.4	$ 0.7
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized	2.4		2.4							3.6
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition			16 months							20 months
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number (in shares)	811,211		811,211		973,745
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period			39,909
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in shares)			122,625
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term (in years)			8 years 3 months
Restricted Stock or Unit Expense				1.3											2.1	5.5	0.7	1.4
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period			68,862			40,305	26,837	814,035	31,878
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Total Fair Value						0.5	0.3	9.1	0.4
Stock Issued During Period, Shares, Stock Options Exercised Net of Offsets for Withholding Taxes (in shares)						27,164	17,934	537,970	25,384
Payments to Acquire Vested Shares						0.2	0.1	3.1	0.1
Vested Shares Acquired to Cover Minimum Withholding Taxes One (in shares)						13,141	8,903	276,065	6,494
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Options, Future Grants						one third of the RSUs granted on March 6, 2012 vested		the second half of the RSUs granted at the time of the Company's IPO vested	one third of the RSUs granted on March 3, 2011 vested	one third of the RSUs granted on March 3, 2011 vested
Restricted Stock Units, Forfeited (in shares)			9,029
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number	725,117		725,117		682,415
Payments to Employees														7.5
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights														nine and 18 months
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value														$ 3.1
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period														18 months
Awards Granted to Executives Under Performance Award Agreement													approximately 80 executives	approximately 70 executives

XML

Share-Based and Long-Term Compensation (Details) (USD $)	6 Months Ended
	Jun. 30, 2013
Options, Outstanding, Beginning (in shares)	973,745
Options, Granted (in shares)	0
Options, Options exercised or RSUs vested (in shares)	(122,625)
Options, Forfeited (in shares)	(39,909)
Options, Outstanding, Ending (in shares)	811,211
Weighted Average Exercise Price, Outstanding, Beginning (in dollars per share)	$ 12.30
Weighted Average Exercise Price, Granted (in dollars per share)	$ 0
Weighted Average Exercise Price, Options exercised or RSUs vested (in dollars per share)	$ 12.46
Weighted Average Exercise Price, Forfeited (in dollars per share)	$ 12.17
Weighted Average Exercise Price, Outstanding, Ending (in dollars per share)	$ 12.28
Restricted Stock Units, Outstanding, Beginning (in shares)	682,415
Restricted Stock Units, Granted (in shares)	120,593
Restricted Stock Units, Options exercised or RSUs vested (in shares)	(68,862)
Restricted Stock Units, Forfeited (in shares)	(9,029)
Restricted Stock Units, Outstanding, Ending (in shares)	725,117
Restricted Stock Units, Weighted Average Grant Date Fair Value, Outstanding, Beginning (in dollars per share)	$ 11.00
Restricted Stock Units, Weighted Average Grant Date Fair Value, Granted (in dollars per share)	$ 12.98
Restricted Stock Units, Weighted Average Grant Date Fair Value, Options exercised or RSUs vested (in dollars per share)	$ 13.67
Restricted Stock Units, Weighted Average Grant Date Fair Value, Forfeited (in dollars per share)	$ 13.29
Restricted Stock Units, Weighted Average Grant Date Fair Value, Outstanding, Ending (in dollars per share)	$ 11.05