10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

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

For the quarterly period ended September 30, 2015

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 þ  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 þ  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 þ  Accelerated Filer ¨  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 þ

As of October 27, 2015, there were 21,107,987 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 September 30, 2015 and December 31, 2014		1
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2015 and 2014		2
	Condensed Consolidated Statements of Comprehensive Income / (Loss) for the Three and Nine Months Ended September 30, 2015 and 2014		3
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2015 and 2014		4
	Notes to Condensed Consolidated Financial Statements		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		38
Item 4.	Controls and Procedures		39
PART II. Other Information
Item 1A.		Risk Factors	41
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 5.		Other Information	41
Item 6.		Exhibits	42
Signatures			43

PART 1 — FINANCIAL INFORMATION

ITEM 1. Financial Statements.

TOWER INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share data - unaudited)

	September 30,			December 31,
	2015			2014
ASSETS
Cash and cash equivalents	$	114,952		$	148,561
Accounts receivable, net of allowance of $1,323 and $1,181		293,367			230,377
Inventories (Note 4)		79,206			69,775
Deferred tax asset - current		7,453			6,900
Assets held for sale (Note 5)		113,110			141,295
Prepaid tooling, notes receivable, and other		76,147			41,986
Total current assets		684,235			638,894
Property, plant, and equipment, net		435,634			451,126
Goodwill (Note 7)		60,897			56,691
Investment in joint venture		7,711			7,752
Deferred tax asset - non-current		3,572			3,608
Other assets, net		10,912			12,969
Total assets	$	1,202,961		$	1,171,040
LIABILITIES AND EQUITY
Short-term debt and current maturities of capital lease obligations (Note 9)	$	35,624		$	31,139
Accounts payable		305,403			257,011
Accrued liabilities		111,221			105,772
Liabilities held for sale (Note 5)		47,874			67,707
Total current liabilities		500,122			461,629
Long-term debt, net of current maturities (Note 9)		414,452			445,303
Obligations under capital leases, net of current maturities (Note 9)		6,407			7,740
Deferred tax liability - non-current		13,368			12,972
Pension liability (Note 12)		58,320			68,637
Other non-current liabilities		87,124			74,981
Total non-current liabilities		579,671			609,633
Total liabilities		1,079,793			1,071,262
Commitments and contingencies (Note 18)
Stockholders' equity:
Tower International, Inc.'s stockholders' equity
Preferred stock, $0.01 par value, 50,000,000 authorized and 0 issued and outstanding	$	-		$	-
Common stock, $0.01 par value, 350,000,000 authorized, 22,000,197 issued and 21,107,987 outstanding at September 30, 2015 and 21,393,592 issued and 20,752,226 outstanding at December 31, 2014		220			214
Additional paid in capital		337,312			335,338
Treasury stock, at cost, 892,210 and 641,366 shares as of September 30, 2015 and December 31, 2014		(16,067	)		(9,516	)
Accumulated deficit		(187,001	)		(235,971	)
Accumulated other comprehensive loss (Note 13)		(67,566	)		(46,914	)
Total Tower International, Inc.'s stockholders' equity		66,898			43,151
Noncontrolling interests in subsidiaries (Note 13)		56,270			56,627
Total stockholders' equity		123,168			99,778
Total liabilities and stockholders' equity	$	1,202,961		$	1,171,040

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

1 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

	Three Months Ended September 30,					Nine Months Ended September 30,
	2015		2014			2015			2014
Revenues	$	475,249	$	497,722		$	1,462,145		$	1,565,452
Cost of sales		422,436		444,785			1,290,522			1,389,377
Gross profit		52,813		52,937			171,623			176,075
Selling, general, and administrative expenses		32,232		34,223			95,560			99,934
Amortization expense (Note 7)		249		220			249			1,544
Restructuring and asset impairment charges, net (Note 8)		874		1,392			7,398			7,497
Operating income		19,458		17,102			68,416			67,100
Interest expense		6,324		7,325			18,175			21,830
Interest income		167		131			393			396
Other expense		-		-			-			87
Income before provision for income taxes and equity in profit/(loss) of joint venture		13,301		9,908			50,634			45,579
Provision for income taxes (Note 11)		1,562		1,634			6,035			7,129
Equity in profit/(loss) of joint venture, net of tax		143		(245	)		(46	)		(626	)
Income from continuing operations		11,882		8,029			44,553			37,824
Income from discontinued operations, net of tax (Note 5)		4,990		4,873			5,579			7,306
Net income		16,872		12,902			50,132			45,130
Less: Net income attributable to the noncontrolling interests		589		1,741			1,162			3,018
Net income attributable to Tower International, Inc.	$	16,283	$	11,161		$	48,970		$	42,112
Weighted average basic shares outstanding		21,107,477		20,733,785			21,087,691			20,632,688
Weighted average diluted shares outstanding		21,422,859		21,457,369			21,395,797			21,364,800
Basic income per share attributable to Tower International, Inc.:
Income per share from continuing operations (Note 14)	$	0.54	$	0.30		$	2.06		$	1.69
Income per share from discontinued operations (Note 14)		0.24		0.24			0.26			0.34
Income per share (Note 14)		0.77		0.54			2.32			2.04
Diluted income per share attributable to Tower International, Inc.:
Income per share from continuing operations (Note 14)	$	0.53	$	0.29		$	2.03		$	1.63
Income per share from discontinued operations (Note 14)		0.23		0.23			0.26			0.34
Income per share (Note 14)		0.76		0.52			2.29			1.97

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 / (LOSS)

(Amounts in thousands - unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Net income	$	16,872		$	12,902		$	50,132		$	45,130
Other comprehensive loss, net of tax:
Foreign currency translation adjustments (net of tax of $0 million)		(13,002	)		(23,594	)		(22,171	)		(26,335	)
Unrealized loss on qualifying cash flow hedge (net of tax of $0 million)		-			-			-			(117	)
Other comprehensive loss		(13,002	)		(23,594	)		(22,171	)		(26,452	)
Comprehensive income/(loss)		3,870			(10,692	)		27,961			18,678
Less: Comprehensive (loss)/income attributable to noncontrolling interests		(902	)		2,433			(357	)		2,283
Comprehensive income/(loss) attributable to Tower International, Inc.	$	4,772		$	(13,125	)	$	28,318		$	16,395

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)

	Nine Months Ended September 30,
	2015			2014
OPERATING ACTIVITIES:
Net income	$	50,132		$	45,130
Less: Income from discontinued operations, net of tax		5,579			7,306
Income from continuing operations		44,553			37,824
Adjustments required to reconcile income from continuing operations to net cash provided by continuing operating activities:
Premium on notes redemption and other fees		-			87
Deferred income tax provision		(238	)		214
Depreciation and amortization		59,693			66,549
Non-cash share-based compensation		1,814			3,566
Pension income, net of contributions		(10,267	)		(12,916	)
Change in working capital and other operating items		(57,245	)		(61,083	)
Net cash provided by continuing operating activities	$	38,310		$	34,241
INVESTING ACTIVITIES:
Cash disbursed for purchases of property, plant, and equipment, net	$	(59,818	)	$	(62,346	)
Proceeds from disposal of joint venture		9,947			-
Investment in joint venture		-			(760	)
Acquisition, net of cash		(21,740	)		-
Net cash used in continuing investing activities	$	(71,611	)	$	(63,106	)
FINANCING ACTIVITIES:
Proceeds from borrowings	$	97,462		$	97,091
Repayments of borrowings		(96,457	)		(115,688	)
(Repayments)/borrowings on Term Loan Credit Facility		(25,000	)		33,145
Debt financing costs		-			(2,561	)
Proceeds from termination of cross currency swaps		32,377			-
Secondary stock offering transaction costs		-			(75	)
Proceeds from stock options exercised		160			2,608
Purchase of treasury stock		(6,551	)		(922	)
Noncontrolling interest dividends		-			(2,529	)
Net cash provided by continuing financing activities	$	1,991		$	11,069
Discontinued operations:
Net cash from discontinued operating activities	$	19,530		$	7,496
Net cash from discontinued investing activities		(5,573	)		5,999
Net cash from discontinued financing activities		(12,537	)		(806	)
Net cash from discontinued operations	$	1,420		$	12,689
Effect of exchange rate changes on continuing cash and cash equivalents	$	(3,719	)	$	(3,346	)
NET CHANGE IN CASH AND CASH EQUIVALENTS	$	(33,609	)	$	(8,453	)
CASH AND CASH EQUIVALENTS:
Beginning of period	$	148,561		$	134,880
End of period	$	114,952		$	126,427
Supplemental Cash Flow Information:
Interest paid, net of amounts capitalized	$	15,688		$	22,594
Income taxes paid		4,281			6,287
Non-cash Investing Activities:
Capital expenditures in liabilities for purchases of property, plant, and equipment		14,066		$	10,585

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 automotive structural metal components and assemblies, primarily serving original equipment manufacturers (“OEMs”), including Ford, Volkswagen Group, Chrysler, Volvo, Nissan, Fiat, Daimler, Toyota, Chery, BMW, and Honda. Products include body structures, assemblies and other chassis structures, and lower vehicle systems and suspension components 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 the United States, Germany, Brazil, Belgium, Slovakia, China, Italy, Poland, Mexico, and the Czech Republic, supported by engineering and sales locations in the United States, Germany, Italy, Brazil, Japan, China, and India.

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 the 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.

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

In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30) Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 changes the presentation of debt issuance costs in financial statements. Under the ASU, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, and interim periods beginning after December 15, 2016. Early adoption is allowed, and requires that the guidance be applied retrospectively to all prior periods. The Company has elected to early adopt this guidance. The Company had debt issuance costs, net of amortization, of $9.6 million and $11.9 as of September 30, 2015 and December 31, 2014, respectively. These amounts are reflected in the Condensed Consolidated Balance Sheets as a direct deduction from long-term debt, net of current maturities, rather than as an asset, in accordance with the new guidance.

Note 3. Acquisition of Operations in Mexico City, Mexico

On July 24, 2015, a subsidiary of the Company acquired 100% of the issued and outstanding shares of Herrajes y Acabados Metálicos, S.A. de C.V. (“Hamsa”). The acquisition, which continues the expansion of our Mexican operations, was accounted for as a purchase under the acquisition method in accordance with FASB ASC No. 805, Business Combinations. The total purchase price was approximately $26.1 million, which does not include direct acquisition costs of approximately $0.4 million. The acquisition was recorded by allocating the purchase price to the assets acquired, including identifiable intangible assets and liabilities assumed, based on their estimated fair values at the date of acquisition. There was goodwill of $9 million recorded in connection with the acquisition. Supplemental pro forma disclosures are not included as the amounts are deemed immaterial.

5 

The preliminary allocation of the purchase price for the acquisition was made to the following major opening balance sheet categories (in thousands):

Assets Acquired
Current assets	$	13,939
Property, plant and equipment, net		5,589
Intangibles		3,640
Other non-current assets		115
Total assets acquired		23,283
Liabilities assumed		(10,499	)
Net assets acquired	$	12,784
Total cash to seller	$	26,110
Less: cash on hand		(4,370	)
Purchase price, net		21,740
Less: Net assets acquired		12,784
Goodwill	$	8,956

Note 4. Inventories

Inventories are stated at the lower of cost or market. Cost is determined by the first-in, first-out method. Maintenance, repair, and non-productive inventory, which are considered consumables, are expensed when acquired and included in the Condensed Consolidated Statements of Operations as cost of sales. Inventories consist of the following (in thousands):

	September 30, 2015		December 31, 2014
Raw Materials	$	39,993	$	32,237
Work in process		16,734		15,136
Finished goods		22,479		22,402
Total inventory	$	79,206	$	69,775

Note 5. Discontinued Operations and Assets Held for Sale

During the fourth quarter of 2014, the Company’s Board of Directors approved a plan to sell the Company’s equity interest in its Changchun Tower Golden Ring Automotive Products Co., Ltd. (“TGR”), Xiangtan DIT Automotive Products Co., Ltd. (“Xiangtan”), and Ningbo DIT Automotive Products Co. Ltd. (“Ningbo”) joint ventures. At September 30, 2015 and December 31, 2014, TGR and Xiangtan were considered held for sale in accordance with FASB ASC No. 360, Property, Plant, and Equipment, and presented as discontinued operations in the Condensed Consolidated Financial Statements, in accordance with FASB ASC No. 205, Discontinued Operations (prior to amendments issued on April 10, 2014). The Company’s investment in the Ningbo joint venture is accounted for under the equity method and therefore does not qualify for held for sale treatment and does not fall under the scope of FASB ASC No. 205.

6 

The following table discloses select financial information of the discontinued operations of the Company’s Chinese joint ventures in its International Segment (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Revenues	$	19,595	$	24,923	$	74,049	$	82,134
Gain from sale of Xiangtan discontinued operation		4,071		-		4,071		-
Income from discontinued operations:
Income before provision for income taxes		5,140		5,346		6,130		8,186
Provision for income taxes		150		473		551		880
Income from discontinued operations	$	4,990	$	4,873	$	5,579	$	7,306

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

	September 30, 2015		December 31, 2014
ASSETS
Current assets	$	38,370	$	59,937
Property, plant, and equipment, net		69,395		76,123
Other assets, net		5,345		5,235
Total assets held for sale	$	113,110	$	141,295
LIABILITIES AND EQUITY
Short-term debt and current maturities of
capital lease obligations	$	7,104	$	9,781
Accounts payable		19,573		27,789
Total current liabilities		26,677		37,570
Long-term debt, net of current maturities		1,396		1,515
Other non-current liabilities		19,801		28,622
Total non-current liabilities		21,197		30,137
Total liabilities held for sale	$	47,874	$	67,707

On July 28, 2015, the Company entered into an agreement to sell Xiangtan to Xiangtan Ditong Automotive Industrial Machinery Co., Limited, our joint venture partner in the Xiangtan operations.  The sale agreement provided for the repayment of $9.9 million of the Company’s shareholder loans to the joint venture, and the purchase of the Company’s equity in the joint venture for $4 million, which results in a total sales price in excess of the current carrying value of the net assets of Xiangtan; therefore a gain on the sale of $4.1 million was recorded in the period ended September 30, 2015. During the third quarter of 2015, proceeds of $9.9 million were received by the Company under the agreement.

Assets and liabilities held for sale are included in the Condensed Consolidated Balance Sheets as either current assets or current liabilities.

Note 6. 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 noncancellable 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 related to tools the Company has the contractual right to use during the life of the supply arrangement, which are capitalized and amortized over the life of the related product program. Customer-owned tooling is included in the Condensed Consolidated Balance Sheets in prepaid tooling, notes receivable, and other, while company-owned and other tooling is included in other assets, net.

7 

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

	September 30, 2015		December 31, 2014
Customer-owned tooling, net	$	61,546	$	22,735
Company-owned tooling		26		174
Total tooling, net	$	61,572	$	22,909

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 7. Goodwill and Other Intangible Assets

Goodwill

The change in the carrying amount of goodwill is set forth below (in thousands):

	International			Americas			Total
Balance at December 31, 2014	$	56,691		$	-		$	56,691
Goodwill from Mexico acquisition					8,956			8,956
Currency translation adjustment		(4,316	)		(434	)		(4,750	)
Balance at September 30, 2015	$	52,375		$	8,522		$	60,897

In the Americas segment goodwill of $9 million was recorded during the third quarter of 2015, which represents the cost in excess of the net assets acquired related to the Hamsa acquisition in Mexico.

Intangibles

The Company had certain intangible assets that were related to customer relationships in Europe and Brazil. The intangible assets in Europe and Brazil had definite lives and were amortized on a straight-line basis over the estimated lives of the related assets, which approximated the recognition of related revenues. Intangible assets are recorded in the Condensed Consolidated Balance Sheets as other assets, net. These intangible assets became fully amortized during the third quarter of 2014 and as such, no further amortization expense related to these intangibles will be incurred beyond 2014. The Company incurred amortization expense of $0.2 million and $1.5 million, respectively, for the three and nine months ended September 30, 2014.

In the Americas segment an intangible asset of $3.6 million that is related to customer relationships was recorded during the third quarter of 2015, as part of the Hamsa acquisition in Mexico. This intangible asset has a definite life and will be amortized on a straight-line basis over the estimated lives of the related asset, which approximates the recognition of related revenues. The Company incurred amortization expense of $0.2 million for the three months ended September 30, 2015.

Note 8. Restructuring and Asset Impairment Charges

As of September 30, 2015, 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 remaining 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.

8 

Restructuring and Asset Impairment Charges

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
International	$	143	$	147	$	227	$	423
Americas		731		1,245		7,171		7,074
Consolidated	$	874	$	1,392	$	7,398	$	7,497

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 Se ptember 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Employee termination costs	$	233	$	515	$	672	$	1,465
Other exit costs		641		877		6,726		6,032
Total restructuring expense	$	874	$	1,392	$	7,398	$	7,497

The charges incurred during the nine months ended September 30, 2015 and 2014 related primarily to the following actions:

2015 Actions

During the three and nine months ended September 30, 2015, the charges incurred in the Americas segment related to a liability established to reflect a change in estimated future rents on a previously closed facility, ongoing maintenance expense of facilities closed as a result of prior actions and severance charges to reduce fixed costs. The charges incurred in the International segment related to severance charges to reduce fixed costs and a revision of a previous estimate.

2014 Actions

During the three and nine months ended September 30, 2014, the charges incurred in the Americas segment related to the buyout of a lease on a previously closed facility, ongoing maintenance expense of facilities closed as a result of prior actions, and severance charges to reduce fixed costs. The charges incurred in the International segment related to severance charges in Europe to reduce fixed costs.

Restructuring Reserve

The table below summarizes the activity in the restructuring reserve by segment, reflected in accrued liabilities, for the above-mentioned actions through September 30, 2015 (in thousands):

	International			Americas			Consolidated
Balance at December 31, 2014	$	1,132		$	1,357		$	2,489
Payments		(1,224	)		(253	)		(1,477	)
Increase in liability		228			444			672
Adjustment		(16	)		(1,357	)		(1,373	)
Balance at September 30, 2015	$	120		$	191		$	311

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 restructuring reserve set forth in the table above does not agree with the restructuring charges for the period, as certain items are expensed as incurred related to the actions described.

The restructuring reserve decreased during the first nine months ended September 30, 2015, reflecting primarily payments of other exit costs related to prior accruals offset partially by accruals for severance and adjustment of other exit costs related to prior accruals for the Americas.

9 

During the nine months ended September 30, 2015, the Company incurred payments related to prior accruals in Europe of $1.2 million and in North America of $0.3 million. In addition, the Americas restructuring reserve was reduced by $1.4 million to reflect that certain lease obligations, on a previously closed facility, are no longer required.

Note 9. Debt

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

	September 30, 2015			December 31, 2014
Term Loan Credit Facility (net of discount of $1,292 and $1,594)	$	416,958		$	445,031
Other foreign subsidiary indebtedness		41,719			42,213
Debt issue costs		(9,593	)		(11,876	)
Total debt		449,084			475,368
Less: Current maturities (excluding capital leases)		(34,632	)		(30,065	)
Total long-term debt	$	414,452		$	445,303

Short-term debt consists of the following (in thousands):

	September 30, 2015		December 31, 2014
Current maturities of debts (excluding capital leases)	$	34,632	$	30,065
Current maturities of capital leases		992		1,074
Total	$	35,624	$	31,139

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”).

On January 31, 2014, the Company further amended its previous Term Loan Credit Agreement by entering into the Second Refinancing Term Loan Amendment and Additional Term Loan Amendment (“Second Term Loan Amendment”), pursuant to which, among other things, the outstanding term loans under the Term Loan Credit Agreement were refinanced in full and additional term loans in an aggregate principal amount of approximately $33 million (the “Additional Term Loans”) were disbursed, resulting in an increase in cash and cash equivalents. After giving effect to the disbursement of the Additional Term Loans, there are term loans (the “Term Loans”) in the aggregate principal amount of $450 million outstanding under the Term Loan Credit Agreement. The maturity date of the Term Loan Credit Facility remains April 23, 2020 and the Term Loans bear interest at (i) an alternate base rate (the “Alternate Base Rate”) (which is the highest of the Prime Rate, the Federal Funds Effective Rate plus 0.50% and the Adjusted LIBO Rate (as each such term is defined in the Term Loan Credit Agreement) for a one month interest period plus 1.00%) plus a margin of 2.00% or (ii) the Adjusted LIBOR Rate (calculated by multiplying the applicable LIBOR rate by a statutory reserve rate, with a floor of 1.00%) plus a margin of 3.00%. The Term Loan Credit Agreement 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 Term Loan Borrower’s obligations under the Term Loan Credit Facility are guaranteed by the Company on an unsecured basis and guaranteed by Term Loan Holdco and certain of the Company's other direct and indirect domestic subsidiaries on a secured basis (the “Subsidiary Guarantors”). The Term Loan Credit Facility is secured (i) by a first priority security interest in certain assets of the Term Loan Borrower 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 Term Loan Borrower 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 Revolving Credit Facility described below.

The Term Loan Credit Agreement includes customary covenants applicable to certain of the Company’s subsidiaries and includes customary events of default and amounts due there under may be accelerated upon the occurrence of an event of default.

On February 2, 2015, the Company paid $25 million on its Term Loan Credit Facility. In connection with this prepayment, the Company accelerated the amortization of the original issue discount and the associated debt issue costs by $0.4 million in the first quarter of 2015.

10 

As of September 30, 2015, the outstanding principal balance of the Term Loan Credit Facility was $417.0 million (net of a remaining $1.3 million original issue discount) and the effective interest rate was 4.00% per annum.

Amended Revolving Credit Facility

On September 17, 2014, the Company entered into a Third Amended and Restated Revolving Credit and Guaranty Agreement (“Third Amended Revolving Credit Facility Agreement”), by and among Tower Automotive Holdings USA, LLC (the “Borrower”), the Company, Tower Automotive Holdings I, LLC, Tower Automotive Holdings II(a), LLC, Tower Automotive Holdings II(b), LLC, the subsidiary guarantors named therein, the 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 Third Amended Revolving Credit Facility Agreement amended and restated, in its entirety, the Second Amended Revolving Credit and Guaranty Facility Agreement, dated as of June 19, 2013, by and among the Borrower, its domestic affiliate and domestic subsidiary guarantors named therein, and the lenders party thereto, and the Agent.

The Third Amended Revolving Credit Facility Agreement provides for a cash flow revolving credit facility (the “Amended Revolving Credit Facility”) in the aggregate amount of up to $200 million. The Third 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 the Third Amended Revolving Credit Facility Agreement is subject to an overall cap, on any date, of $200 million. The Company may request the issuance of Letters of Credit denominated in Dollars or Euros. The expiration date for the Amended Revolving Credit Facility is September 17, 2019.

Advances under the Amended Revolving Credit Facility bear interest at an alternate base rate plus a base rate margin or LIBOR plus a Eurodollar margin. The applicable margins are determined by the Company’s Total Net Leverage Ratio (as defined in the Third Amended Revolving Credit Facility Agreement). The applicable margin for the base rate based borrowings as of September 30, 2015 was 1.25%. The applicable margin for the LIBOR based borrowings as of September 30, 2015 was 2.25%. The Company will pay a commitment fee at a rate equal to 0.50% per annum on the average daily unused total revolving credit commitment.

The Amended Revolving Credit Facility is guaranteed by the Company on an unsecured basis and is guaranteed by certain of the Company’s other direct and indirect domestic subsidiaries on a secured basis. The Amended Revolving Credit Facility is secured (i) by a first priority security interest in certain assets of the Borrower and the Subsidiary Guarantors, including accounts, inventory, chattel paper, 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 Borrower and the Subsidiary Guarantors. 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 Revolving Credit Security Agreement dated as of September 17, 2014, among the Borrower, the guarantors party thereto, and the Agent.

The Third 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 there under may be accelerated upon the occurrence of an event of default.

As of September 30, 2015, there was $190.2 million of borrowing availability under the Amended Revolving Credit Facility, of which no borrowings were outstanding and $9.8 million of letters of credit were outstanding.

Letter of Credit Facility

On June 13, 2011, the Company entered into a 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 there under, 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 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). The Company amended the Letter of Credit Facility Agreement to reduce the Letter of Credit Facility on multiple occasions. In addition, on June 13, 2014, the Company amended the Letter of Credit Facility Agreement to increase the Letter of Credit Facility from $8.5 million to $8.7 million and reduce the per annum fee to 7.5%.

11 

The Letter of Credit Facility matured on September 20, 2014 and the Company did not renew this facility.

Other Foreign Subsidiary Indebtedness

As of September 30, 2015, other foreign subsidiary indebtedness of $41.7 million consisted primarily of receivables factoring in Europe of $20.5 million, other indebtedness in Europe of $15.8 million, and borrowings in Brazil of $5.4 million.

The change in foreign indebtedness from December 31, 2014 to September 30, 2015 is explained by the following (in thousands):

	Europe			Brazil			Total
Balance at December 31, 2014	$	33,470		$	8,743		$	42,213
Maturities of indebtedness		(3,842	)		(500	)		(4,342	)
Change in borrowings on credit facilities, net		9,270			-			9,270
Foreign exchange impact		(2,548	)		(2,873	)		(5,420	)
Balance at September 30, 2015	$	36,350		$	5,370		$	41,720

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 September 30, 2015, the receivables factoring facilities balance available to the Company was $20.5 million (€18.4 million), of which the entire amount was drawn. These 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 2.50% to 3.00%. The effective annual interest rates as of September 30, 2015 ranged from 2.46% to 2.96%, with a weighted average interest rate of 2.71% per annum. Any receivable factoring under these facilities is with recourse and is secured by the accounts receivable factored. These receivable 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 September 30, 2015, the secured lines of credit balance available to the Company was $11.2 million (€10.0 million), of which $7.2 million (€6.5 million) was outstanding. The facility bears an interest rate based on the EURIBOR plus a spread of 2.40% and had a maturity date of October 2015. The effective annual interest rate as of September 30, 2015 was 2.29% per annum. The facility is secured by certain accounts receivable related to customer funded tooling, real estate, and other assets, and are subject to negotiated prepayments upon the receipt of funds from completed customer projects.

As of September 30, 2015, the Company’s European subsidiaries had borrowings of $8.6 million (€7.7 million), which had an annual interest rate of 6.25% and a maturity date of November 2017. This term loan is secured by certain machinery and equipment.

As of September 30, 2015, the Company’s European subsidiaries had an asset-based revolving credit facility balance available to the Company of $31.0 million, of which no borrowings were outstanding. This facility bears an interest rate based upon the three month LIBOR plus a spread of 4.00% and has a maturity date of October 2017. Availability on the credit facility is determined based upon the appraised value of certain machinery, equipment, and real estate, subject to a borrowing base availability limitation and customary covenants.

Brazil

As of September 30, 2015, the Company’s Brazilian subsidiary had borrowings of $5.4 million (R$21.3 million), which had annual interest rates ranging from 3.00% to 8.70% and maturity dates ranging from February 2018 to July 2022. As of September 30, 2015, the weighted average interest rate on the borrowings in Brazil was 6.36% per annum. The loans are provided through bilateral agreements with two local banks and are secured by certain fixed and current assets. Periodic interest and principal payments are required.

12 

Covenants

As of September 30, 2015, the Company was in compliance with the financial covenants that govern its credit agreements.

Capital Leases

The Company had the following capital lease obligations as of the dates presented (in thousands). These capital lease obligations expire in March 2018.

Capital leases:	September 30, 2015		December 31, 2014
Current maturities of capital leases	$	992	$	1,074
Non-current maturities of capital leases		6,407		7,740
Total capital leases	$	7,399	$	8,814

Debt Issue Costs

The Company had debt issuance costs, net of amortization, of $9.6 million and $11.9 million as of September 30, 2015 and December 31, 2014, respectively. These amounts are reflected in the Condensed Consolidated Balance Sheets as a direct deduction from long-term debt, net of current maturities, rather than as an asset, in accordance with ASU No. 2015-03.

The Company incurred interest expense related to the amortization of debt issue costs of $0.5 million and $1.9 million during the three and nine months ended September 30, 2015, respectively. The Company incurred interest expense related to the amortization of debt issue costs of $0.5 million and $1.5 million during the three and nine months ended September 30, 2014, respectively.

Note 10. Derivative Financial Instruments

The Company’s derivative financial instruments include interest rate and cross currency swaps. The Company does not enter into derivative financial instruments for trading or speculative purposes. On an on-going basis, the Company monitors counterparty credit ratings. The Company considers credit non-performance risk to be low because the Company enters into agreements with commercial institutions that have at least an S&P, or equivalent, investment grade credit rating. On October 17, 2014, the Company entered into a $200 million variable rate to fixed rate interest rate swap for a portion of the Company’s Term Loan and a €157.1 million cross currency swap based on the U.S. dollar / Euro exchange spot rate of $1.2733 which was the prevailing rate at the time of the transaction. The maturity date for both swap instruments was April 16, 2020.

On January 23, 2015, the Company terminated the cross currency swap entered into on October 17, 2014 and received $21.9 million in cash proceeds. The Company then entered into a new cross currency swap to hedge its net investment in Europe (U.S. dollar / Euro exchange spot rate was $1.1265). The Euro notional amount was increased from €157.1 million to €178 million and the interest rate was lowered from 3.97% to 3.70% per annum. The U.S. dollar notional amount of $200 million, the 5.09% interest rate per annum, and the maturity date remained the same. Using the proceeds received from the swap termination transaction, the Company paid $25 million on its Term Loan Credit Facility on February 2, 2015.

On March 13, 2015, the Company terminated the cross currency swap entered into on January 23, 2015 and received $10.5 million in cash proceeds. The Company then entered into a new cross currency swap to hedge its net investment in Europe (U.S. dollar / Euro exchange spot rate was $1.0480). The Euro notional amount remained the same but the interest rate was lowered from 3.70% to 3.40% per annum. The U.S. dollar notional amount was lowered to $186.1 million, but the 5.09% per annum and the maturity date remained the same.

13 

At September 30, 2015 and December 31, 2014, the U.S. dollar / Euro exchange spot rate was $1.1168 and $1.2154, respectively. The following amounts were recorded in the Condensed Consolidated Balance Sheets as being receivable from or payable to counterparties under FASB ASC No. 815, Derivatives and Hedging (in thousands) at September 30, 2015 and December 31, 2014:

Assets	Location	September 30, 2015		December 31, 2014
Net investment hedge	Other assets, net	$	-	$	3,642
Interest rate swap	Other assets, net		-		-
Liabilities
Net investment hedge	Other non-current liabilities	$	10,793	$	-
Interest rate swap	Other non-current liabilities		3,829		301

All derivative instruments are recorded at fair value. Effectiveness for net investment and cash flow hedges is initially assessed at the inception of the hedging relationship and on a quarterly basis thereafter. To the extent that derivative instruments are deemed to be effective, changes in the fair value of derivatives are recognized in the Condensed Consolidated Balance Sheets as accumulated other comprehensive income (“AOCI”), and to the extent they are ineffective or were not designated as part of a hedge transaction, they are recorded in the Condensed Consolidated Statements of Operations as interest expense, net. The cross currency swap qualifies as a net investment hedge of the Company’s European subsidiaries and is accounted for under FASB ASC No. 815. The interest rate swap was not designated as part of a hedge transaction; therefore all changes in fair value are recognized in the Condensed Consolidated Statements of Operations as interest expense, net.

The following table presents deferred gains reported in AOCI at September 30, 2015 and December 31, 2014 (in thousands):

	Deferred gain in AOCI
		September 30,		December 31,
		2015		2014
Net investment hedge	$	24,789	$	9,094
Total	$	24,789	$	9,094

Derivative instruments held during the period resulted in the following expense recorded (ineffective portion) in interest expense (in thousands):

	Expense recognized (ineffective portion)					Expense recognized (ineffective portion)
	Three Months Ended September 30					Nine Months Ended September 30
	2015			2014		2015			2014
Net investment hedge	$	(1,247	)	$	-	$	(2,248	)	$	-
Interest rate swap		2,253			-		3,528			-
Total	$	1,006		$	-	$	1,280		$	-

Note 11. Income Taxes

During the three months and nine months ended September 30, 2015, the income tax expense of $1.6 million and $6 million was primarily attributable to certain profitable foreign entities. The tax expense on U.S. quarterly profit was $0.1 million for alternative minimum tax expense. The Company did not record deferred income tax expense on 2015 U.S. profit because the utilization of deferred tax assets, primarily net operating losses, released an associated U.S. valuation allowance. During the three and nine months ended September 30, 2014, the income tax expense of $1.6 million and $7.1 million was primarily attributable to certain profitable foreign entities.

14 

The Company continually evaluates its net deferred tax asset positions and the necessity of establishing or removing valuation allowances in all jurisdictions. The Company records valuation allowances when a history of cumulative losses exists and there is significant uncertainty related to the future realization of the deferred tax assets. In certain foreign jurisdictions, such as Brazil and the Netherlands, the Company’s cumulative history of operating losses does not allow it to satisfy the “more likely than not” criterion for recognition of deferred tax assets. Therefore, the Company will maintain full valuation allowances against its net deferred tax assets in these countries until sufficient positive evidence exists to reduce or eliminate the valuation allowances.

As of September 30, 2015, the Company maintained a U.S. valuation allowance against U.S. deferred tax assets. In evaluating the need for the U.S. valuation allowance, the Company reviewed both positive and negative evidence and placed greater reliance on objective historical evidence than on more subjective estimates of future profitability. The Company also adjusted historical profits and losses for one-time events and tax planning in order to estimate future sustainable profitability. These nonrecurring adjustments included items such as the 2013 debt refinancing, the first quarter 2015 hedge gains recorded directly into AOCI, and the impact of restructuring loan agreements with our foreign affiliates. After making these adjustments, as of September 30, 2015, the Company’s U.S. operations were still in a three year cumulative loss. The Company believes that the three year cumulative tests should not be the sole determinate of the need for a valuation allowance. Given the historic volatility of U.S. automotive suppliers’ profits, the Company believes that obtaining sustained profitability over a reasonable period of time is also critical in determining whether a valuation allowance should be released. If the Company achieves forecasted levels of profits throughout 2015 and the U.S. automotive market retains its current momentum, it is probable that the Company will release up to $80 million of the valuation allowances against its U.S. deferred tax assets in the fourth quarter of 2015.

During 2013, Cerberus, at the time the Company’s principal stockholder, sold its ownership in the Company. The sale constituted an ownership change under Section 382 of the Internal Revenue Code. Under Section 382, the amount of U.S. net operating losses generated before the ownership change that can be utilized after the change is limited. Notwithstanding the Section 382 limitation, we do not anticipate paying any material cash income taxes in the U.S. until 2018 or 2019.

Note 12. Retirement Plans

The Company sponsors a pension and various other postretirement benefit plans for its employees. 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						Three Months Ended
	September 30,						September 30,
	2015			2014			2015		2014
Service cost	$	8		$	7		$	2	$	2
Interest cost		2,375			2,720			160		175
Expected return on plan assets(a)		(3,087	)		(3,254	)		-		-
Prior service cost amortization		(24	)		(24	)		33		33
Net periodic benefit cost (income)	$	(728	)	$	(551	)	$	195	$	210

15 

	Pension Benefits						Other Benefits
	Nine Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015		2014
Service cost	$	24		$	23		$	6	$	6
Interest cost		7,125			8,200			480		525
Expected return on plan assets(a)		(9,261	)		(9,758	)		-		-
Prior service cost amortization		(72	)		(72	)		99		99
Net periodic benefit cost (income)	$	(2,184	)	$	(1,607	)	$	585	$	630

(a) Expected rate of return on plan assets is 7.40% for 2015 and was 7.40% for 2014

The Company expects its minimum pension funding requirements to be $9.6 million during 2015. The Company made contributions of $3.3 million and $8.1 million to the Pension Plan during the three and nine months ended September 30, 2015.

Additionally, the Company contributed $1.4 million and $4.0 million to its defined contribution retirement plans during the three and nine months ended September 30, 2015.

Note 13. 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 equity attributable to the noncontrolling interests (“NCI”) (in thousands):

	Nine Months Ended September 30,
	2015									2014
	Tower			NCI			Total			Tower			NCI			Total
Stockholders' equity beginning balance	$	43,151		$	56,627		$	99,778		$	74,375		$	62,494		$	136,869
Net income		48,970			1,162			50,132			42,112			3,018			45,130
Other comprehensive income /(loss)
Foreign currency translation adjustments		(20,652	)		(1,519	)		(22,171	)		(25,600	)		(735	)		(26,335	)
Unrealized loss on qualifying cash flow hedge, net		-			-			-			(117	)		-			(117	)
Total Comprehensive income / (loss)		28,318			(357	)		27,961			16,395			2,283			18,678
Vesting of RSUs		6			-			6			3			-			3
Treasury stock		(6,551	)		-			(6,551	)		(922	)		-			(922	)
Share based compensation expense		1,814			-			1,814			3,566			-			3,566
Proceeds from stock options exercised		160			-			160			2,608			-			2,608
Noncontrolling interest dividends		-			-			-			-			(2,529	)		(2,529	)
Stockholders' equity ending balance	$	66,898		$	56,270		$	123,168		$	96,025		$	62,248		$	158,273

The discontinued operations represent $46.8 million and $52.9 million of the noncontrolling interest in subsidiaries included in the Condensed Consolidated Balance Sheets as of September 30, 2015 and September 30, 2014, respectively.

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

	As of September 30,			As of December 31,
	2015			2014			Change
Foreign currency translation adjustments	$	(27,876	)	$	(7,224	)	$	(20,652	)
Defined benefit plans, net of tax of $13.7 million		(39,690	)		(39,690	)		-
Accumulated other comprehensive loss	$	(67,566	)	$	(46,914	)	$	(20,652	)

16 

The following table presents the changes in accumulated other comprehensive loss by component (in thousands) for the three months ended September 30, 2015:

				Foreign Currency
	Defined Benefit			Translation
	Plan, Net			Adjustments			Total
Balance at June 30, 2015	$	(39,690	)	$	(16,364	)	$	(56,054	)
Other comprehensive income before		-			(11,512	)		(11,512	)
Amounts reclassified from accumulated other					-			-
comprehensive income					-			-
Net current-period other comprehensive income		-			(11,512	)		(11,512	)
Balance at September 30, 2015	$	(39,690	)	$	(27,876	)	$	(67,566	)

The following table presents the changes in accumulated other comprehensive loss by component (in thousands) for the three months ended September 30, 2014:

				Foreign Currency
	Defined Benefit			Translation
	Plan, Net			Adjustments			Total
Balance at June 30, 2014	$	(12,833	)	$	23,649		$	10,816
Other comprehensive loss before reclassification		-			(24,286	)		(24,286	)
Amounts reclassified from accumulated other					-			-
comprehensive income					-			-
Net current-period other comprehensive loss		-			(24,286	)		(24,286	)
Balance at September 30, 2014	$	(12,833	)	$	(637	)	$	(13,470	)

The following table presents the changes in accumulated other comprehensive loss by component (in thousands) for the nine months ended September 30, 2015:

				Foreign Currency
	Defined Benefit			Translation
	Plan, Net			Adjustments			Total
Balance at December 31, 2014	$	(39,690	)	$	(7,224	)	$	(46,914	)
Other comprehensive loss before reclassification		-			(20,652	)		(20,652	)
Amounts reclassified from accumulated other					-			-
comprehensive income					-			-
Net current-period other comprehensive loss		-			(20,652	)		(20,652	)
Balance at September 30, 2015	$	(39,690	)	$	(27,876	)	$	(67,566	)

The following table presents the changes in accumulated other comprehensive income / (loss) by component (in thousands) for the nine months ended September 30, 2014:

	Unrealized Gains on						Foreign Currency
	Qualifying Cash			Defined Benefit			Translation
	Flow Hedge			Plan, Net			Adjustments			Total
Balance at December 31, 2013	$	117		$	(12,833	)	$	24,963		$	12,247
Other comprehensive loss before reclassification		(117	)		-			(25,600	)		(25,717	)
Amounts reclassified from accumulated other comprehensive income		-			-			-			-
Net current-period other comprehensive loss		(117	)		-			(25,600	)		(25,717	)
Balance at September 30, 2014	$	-		$	(12,833	)	$	(637	)	$	(13,470	)

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The Company did not reclassify any material items out of accumulated other comprehensive income/ (loss) during the nine months ended September 30, 2015 or September 30, 2014, respectively.

Note 14. 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.

The Company included the effects of all dilutive shares for the three and nine months ended September 30, 2015 and 2014.

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

	Three Months Ended September 30,				Nine Months Ended Se ptember 30,
	2015		2014		2015		2014
Income from continuing operations	$	11,882	$	8,029	$	44,553	$	37,824
Income from discontinued operations, net of tax		4,990		4,873		5,579		7,306
Net income		16,872		12,902		50,132		45,130
Less: Net income attibutable to the noncontrolling interests		589		1,741		1,162		3,018
Net income attibutable to Tower International, Inc.	$	16,283	$	11,161	$	48,970	$	42,112
Basic income per share
Continuing operations	$	0.54	$	0.30	$	2.06	$	1.69
Discontinued operations		0.24		0.24		0.26		0.34
Net income attibutable to Tower International, Inc.		0.77		0.54		2.32		2.04
Basic weighted average shares outstanding		21,107,477		20,733,785		21,087,691		20,632,688
Diluted income per share
Continuing operations	$	0.53	$	0.29	$	2.03	$	1.63
Discontinued operations		0.23		0.23		0.26		0.34
Net income attibutable to Tower International, Inc.		0.76		0.52		2.29		1.97
Diluted weighted average shares outstanding		21,422,859		21,457,369		21,395,797		21,364,800

Note 15. Share-Based and Long-Term Compensation

Share-Based Compensation

2010 Equity Incentive Plan (“the Plan”)

The Company adopted an equity incentive plan in connection with its 2010 initial public offering that allows for the grant 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 Plan are determined by the Board of Directors and/or its Compensation Committee.

On April 25, 2014, the Plan was amended and restated. The number of shares of common stock available for issuance pursuant to new awards under the 2010 Equity Incentive Plan was reduced, subject to provisions in the Plan that allow for the re-issuance of certain shares, including forfeited shares, shares repurchased by the Company, and certain other shares, as defined by the Plan. At September 30, 2015, there were 951,268 shares available for future grants of options and other types of awards under the Plan.

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The following table summarizes the Company’s award activity during the nine months ended September 30, 2015:

	Options					Restricted Stock Units
									Weighted Average
				Weighted Average					Grant Date Fair
	Shares			Exercise Price		Shares			Value
December 31, 2014		517,459		$	12.15		200,340		$	18.51
Granted		-			-		89,178			26.16
Options exercised or RSUs vested		(13,698	)		11.71		(99,811	)		15.67
Forfeited		-			-		(1,675	)		25.05
September 30, 2015		503,761		$	12.17		188,032		$	23.59

Stock Options

The exercise price of each stock option equals the market price of the Company’s common stock on the grant date. Compensation expense is recorded at the grant date fair value 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. The Company has not granted any options since June 2012.

The Company calculates the weighted average grant date fair value of each option granted using a Black-Scholes valuation model. During the three and nine months ended September 30, 2015, the Company recognized an expense relating to the options of $0 million and $0.2 million, respectively. During the three and nine months ended September 30, 2014, the Company recognized an expense relating to the options of $0.2 million and $1 million, respectively. The Company did not recognize any tax benefit related to the compensation expense during any of the periods presented. As of September 30, 2015, all of the expense associated with granted stock options had been fully recognized.

As of September 30, 2015, the Company had an aggregate of 503,761 stock options that had been granted and were exercisable, but had not yet been exercised. These options had a remaining average contractual life of approximately seven years and an aggregate intrinsic value of $5.8 million. During the nine months ended September 30, 2015, 13,698 options were exercised, which had an aggregate intrinsic value of $0.2 million. During the nine months ended September 30, 2015, no stock options expired or 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 its date of grant. Compensation expense is recorded at the grant date fair value, less an estimated forfeiture amount, and is recognized on a straight-line basis over the applicable vesting periods. The Company’s RSUs generally vest over a three year period.

During the three and nine months ended September 30, 2015, the Company recognized an expense of $0.5 million and $1.6 million, respectively, relating to the RSUs.During the three and nine months ended September 30, 2014, the Company recognized an expense of $0.9 million and $2.6 million, respectively, relating to the RSUs. The Company did not recognize any tax benefit related to this compensation expense. As of September 30, 2015, the Company had $2.4 million of unrecognized compensation expense associated with these RSUs, which will be amortized on a straight-line basis over the next 21 months, on a weighted average basis.

As of September 30, 2015, the Company had an aggregate of 188,032 RSUs that had been granted, but had not yet vested. During the nine months ended September 30, 2015, 1,675 RSUs were forfeited.

During the first nine months of 2015, a total of 99,811 RSUs vested, resulting in the issuance of 99,811 shares. The fair value of these shares was $2.6 million. Additionally, 493,096 shares that vested on December 31, 2014 were issued in January 2015. This total was reduced by shares repurchased to provide payment for certain individuals’ minimum statutory withholding tax. The Company paid $6.5 million to acquire 250,844 vested shares to cover the minimum statutory withholding taxes. After offsets for withholding taxes, a net total of 342,127 shares of common stock were issued.

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Long-Term Compensation

Amended and Restated CEO Employment Agreement

On July 28, 2014, Mark M. Malcolm, the Company’s President and Chief Executive Officer, entered into an amended and restated employment agreement (the “Agreement”), by which Mr. Malcolm’s employment was extended through December 31, 2016 (the “Retirement Date”). The Agreement provides for a $3 million transition bonus, for the successful delivery to Tower’s board of directors of a comprehensive chief executive officer succession and transition plan, and a $3 million retention bonus. These bonus awards, if earned, will be paid in cash on January 16, 2017, and fall under the guidance of FASB ASC No. 450, “Contingencies”. Per ASC No. 450, a liability should be recorded when a future event is both probable and the amount of the commitment is reasonably estimable.

The Agreement also provides for a stock appreciation bonus payable in cash or shares of common stock, as determined by the Company, if certain price targets related to the per share closing price of the Company’s common stock are achieved during the term of the Agreement. The minimum price of the Company’s common stock per share needed to achieve the bonus is $40.59 per share which would result in a payment of $5 million. The maximum bonus of $20 million would be achieved if the share price of the Company’s common stock exceeded $55.58 per share.

This stock appreciation bonus falls under the scope of FASB ASC No. 718, “Compensation – Stock Compensation“, because it is a share-based payment transaction in which the Company acquires Mr. Malcolm’s services by incurring a liability to Mr. Malcolm and because the amount of the award is based upon the price of the Company’s common stock. The Company utilizes the assistance of a third party valuation firm to perform a valuation of the award at the end of each quarterly reporting period which is used to adjust the current and future expense based on changes in the fair value of the obligation, accordingly.

The retention bonus and stock appreciation bonus awards are also subject to payment upon a change in control or termination of employment, if certain criteria are met. The transition bonus would not be paid upon a change in control that is consummated prior to the Retirement Date, but is subject to payment upon a termination of employment, if certain conditions are met. Each of these bonus awards are being accrued and expensed ratably through the Retirement Date.

During the three and nine months ended September 30, 2015, the Company recorded an expense related to these awards of $0.9 million and $2.8 million, respectively. At September 30, 2015, the Company had a liability of $4.4 million related to these awards. This liability is presented in the Condensed Consolidated Balance Sheets as other non-current liabilities.

Performance Award Agreements

Under the provisions of the 2010 Equity Incentive Plan, the Company granted certain awards pursuant to Performance Award Agreements to approximately 80 executives on March 5, 2013. Additional awards were granted on March 6, 2014 and March 6, 2015. These awards were designed to provide the executives with 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. If certain performance conditions are met, the awards granted on March 5, 2013 will be paid after December 31, 2015, the awards granted on March 6, 2014 will be paid after December 31, 2016, and the awards granted on March 6, 2015 will be paid after December 31, 2017. These awards are also subject to payment upon a change in control or termination of employment, if certain criteria are met. One half of the awards will be based upon the Company's Adjusted EPS Growth Rate, which is defined as the Company’s cumulative Adjusted EPS for the performance period of the awards, stated in terms of a percentage growth rate. The performance period of the awards granted on March 5, 2013, is January 1, 2013 through December 31, 2015, the performance period of the awards granted on March 6, 2014, is January 1, 2014 through December 31, 2016, and the performance period of the awards granted on March 6, 2015, is January 1, 2015 through December 31, 2017. The Company's EPS 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 other half of the awards will be based upon the Company's percentile ranking of total shareholder return, compared to a peer group of companies, for the performance period. These awards represent unfunded, unsecured obligations of the Company.

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During the three and nine months ended September 30, 2015, the Company recorded expense related to these awards of $1.1 million and $3.2 million, respectively. During the three and nine months ended September 30, 2014, the Company recorded expense related to these awards of $0.7 million and $2.5 million, respectively. At September 30, 2015, the Company had a liability of $8.0 million related to these awards. $5.0 million of this liability is payable in April 2016 and presented as other current liabilities in the Condensed Consolidated Balance Sheet, while the remaining $3.0 million of this liability is presented as other non-current liabilities in the Condensed Consolidated Balance Sheet.

Note 16. 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 its 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, margins, 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, China, North America, and South America. These operating segments are aggregated into two reportable segments. The International segment consists of Europe and China while the Americas segment consists of North America 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 select data for each of the Company’s reportable segments (in thousands):

	International		Americas		Total
Three Months Ended September 30, 2015
Revenues	$	168,800	$	306,449	$	475,249
Adjusted EBITDA		13,140		30,641		43,781
Capital expenditures		7,772		25,042		32,814
Total assets (a)		630,633		572,327		1,202,960
Three Months Ended September 30, 2014
Revenues	$	197,130	$	300,592	$	497,722
Adjusted EBITDA		12,249		36,382		48,631
Capital expenditures		8,474		16,382		24,856
Nine Months Ended September 30, 2015
Revenues	$	545,596	$	916,549	$	1,462,145
Adjusted EBITDA		43,640		101,484		145,124
Capital expenditures		17,380		51,751		69,131
Nine Months Ended September 30, 2014
Revenues	$	646,708	$	918,744	$	1,565,452
Adjusted EBITDA		49,335		106,071		155,406
Capital expenditures		20,161		48,968		69,129

(a) Total assets as of September 30, 2015 in the International segment include assets held for sale

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 before provision for income taxes and equity in profit / (loss) of joint venture (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Adjusted EBITDA	$	43,781		$	48,631		$	145,124		$	155,406
Restructuring		(874	)		(1,392	)		(7,398	)		(7,497	)
Depreciation and amortization		(20,049	)		(20,951	)		(59,693	)		(66,549	)
Acquisition costs and other		(530	)		(101	)		(747	)		(312	)
Long-term compensation expense		(2,870	)		(3,076	)		(8,870	)		(7,939	)
Commercial settlement related to 2010-13 scrap		-			(6,009	)					(6,009	)
Interest expense, net		(6,157	)		(7,194	)		(17,782	)		(21,434	)
Other (expense)		-			-			-			(87	)
Net income before provision for income taxes and equity in loss of joint venture	$	13,301		$	9,908		$	50,634		$	45,579

Note 17. Fair Value of Financial Instruments

FASB ASC No. 820, Fair Value Measurements, defines 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 (i.e. the exit price). The exit price is based upon 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. The Company generally determines fair value based upon 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, the Company 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 upon market data, referred to as observable inputs, and the Company’s 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 estimates and assumptions that reflect those that market participants would use.

At September 30, 2015, the carrying value and estimated fair value of the Company’s total debt excluding capital leases and debt issue costs, was $449.1 million and $441.2 million, respectively. At December 31, 2014, the carrying value and estimated fair value of the Company’s total debt was $475.3 million and $469.9 million, respectively. The majority of the Company’s debt at September 30, 2015 and December 31, 2014 was comprised of the Term Loan Credit Facility, which can be traded between financial institutions. Accordingly, this debt has been classified as Level 2. The fair value was determined based upon quoted values. The remainder of the Company’s debt, primarily consisting of foreign subsidiary indebtedness, is asset-backed and is classified as Level 3. As this debt carries variable rates and minimal credit risk, the book values approximate the fair values.

The Company has foreign currency exchange hedges and an interest rate swap that were measured at fair value on a recurring basis at September 30, 2015 and December 31, 2014. These instruments are recorded in other assets, net or other non-current liabilities in the Company’s Condensed Consolidated Balance Sheets and the fair value is measured using Level 2 observable inputs such as foreign currency exchange rates, swap rates, cross currency basis swap spreads and interest rate spreads. At September 30, 2015, the foreign currency exchange hedge (net investment hedge of our European subsidiaries) and the interest rate swap (not designated for hedge accounting) had liability fair values of $10.8 million and $3.8 million, respectively. At December 31, 2014, the foreign currency exchange hedge (net investment hedge of our European subsidiaries) and the interest rate swap (not designated for hedge accounting) had asset fair value of $3.6 million and liability fair value of $0.3 million, respectively

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

Note 18. Commitments and Contingencies

Environmental Matters 

The Company owns properties which have been affected by environmental releases. The Company is actively involved in investigation and/or remediation at several of these locations.

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, on an undiscounted basis, 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 September 30, 2015 and December 31, 2014, the Company had $1.7 million accrued for environmental matters.

Contingent Matters 

The Company will establish an accrual 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.

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 19. Subsequent Events

On October 16, 2015, our Board of Directors declared a regular quarterly dividend of $0.10 per common share, which is scheduled to be paid on December 10, 2015 to shareholders of record as of close of business on November 10, 2015. The payment of future quarterly dividends is subject to the discretion of our Board of Directors and depends on various factors, including our net earnings, financial condition, cash requirements, future prospects, and other factors that our Board of Directors deems relevant to its analysis and decision making.

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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 original equipment manufacturers (“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 (“SUVs”). Our products are manufactured at 27 facilities, strategically located near our customers in North America, South America, Europe, and China. We support our manufacturing operations through seven 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 2014 production volumes.

We believe that our engineering, manufacturing, and program management capabilities, our geographic and customer diversification, our competitive cost, our financial discipline, and our colleague engagement position us for long-term success.

During the fourth quarter of 2014, our Board of Directors approved a plan to sell our equity interest in our Changchun Tower Golden Ring Automotive Products Co., Ltd. (“TGR”), Xiangtan DIT Automotive Products Co., Ltd. (“Xiangtan”), and Ningbo DIT Automotive Products Co. Ltd. (“Ningbo”) joint ventures. At September 30, 2015 and December 31, 2014, TGR and Xiangtan were considered held for sale in accordance with FASB ASC No. 360, Property, Plant, and Equipment, and have been presented as discontinued operations in our Condensed Consolidated Financial Statements, in accordance with FASB ASC No. 205, Discontinued Operations. Our investment in the Ningbo joint venture is accounted for under the equity method and therefore does not qualify for held for sale treatment and does not fall under the scope of FASB ASC No. 205.

Recent Trends 

Production Volumes 

During the third quarter of 2015, industry production volumes increased from 2014 in North America and Europe, while declining in China and Brazil. According to IHS, industry production is projected to increase in 2015 in North America, Europe, and China. The production volumes in 2015 are expected to significantly decrease in Brazil compared to 2014.

Factors Affecting our Industry, Revenues, and Expenses 

For information regarding factors that affect our industry, revenues, and 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, 2014.

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 accounting principles generally accepted in the United States (“U.S. GAAP” or “GAAP”). 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 as it 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 the 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.

24 

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, 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 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 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 September 30, 2015 Compared with the Three Months Ended September 30, 2014

The following table presents production volumes in specified regions, according to IHS, for the three months ended September 30, 2015 compared to the three months ended September 30, 2014 (in millions of units produced):

	Europe			China			North America			Brazil
Three months ended September 30, 2015		4.8			4.7			4.4			0.6
Three months ended September 30, 2014		4.6			5.0			4.2			0.8
Increase / (Decrease)		0.2			(0.3	)		0.2			(0.2	)
Percentage change		4	%		(6	)%		5	%		(25	)%

The following table presents select financial information for the three months ended September 30, 2015 and 2014 (in millions):

	International				Americas				Consolidated
	Three Months Ended				Three Months Ended				Three Months Ended
	September 30,				September 30,				September 30,
	2015		2014		2015		2014		2015		2014
Revenues	$	168.8		197.1	$	306.4		300.6	$	475.2	$	497.7
Cost of sales		151.7		180.6		270.7		264.2		422.4		444.8
Gross profit		17.1		16.5		35.7		36.4		52.8		52.9
Selling, general, and administrative expenses		9.6		12.9		22.6		21.3		32.2		34.2
Amortization		-		0.1		0.2		0.1		0.2		0.2
Restructuring and asset impairments		0.1		0.1		0.8		1.3		0.9		1.4
Operating income	$	7.4	$	3.4	$	12.1	$	13.7		19.5		17.1
Interest expense, net										6.1		7.2
Other expense										-		-
Provision for income taxes										1.6		1.6
Equity in income/(loss) of joint ventures										0.1		(0.2	)
Income from discontinued operations, net of tax										5.0		4.9
Noncontrolling interest, net of tax										0.6		1.8
Net income attributable to Tower International, Inc.									$	16.3	$	11.2

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Comparison of Periods – GAAP Analysis of Consolidated Results

Revenues 

Total revenues decreased during the three months ended September 30, 2015 by $22.5 million, or 5%, from the three months ended September 30, 2014. The decrease in revenue reflects the weakening of foreign currencies against the U.S. dollar in our International segment, primarily the Euro ($28.1 million), and the weakening of the Brazilian Real ($12.4 million) against the U.S. dollar in our Americas segment. The impact of foreign exchange was offset partially by higher volume in our Americas segment ($20.9 million) and in our International segment ($1.7 million). Revenues were also adversely affected by unfavorable pricing ($4.6 million).

Gross Profit 

When we analyze our total gross profit, we separately categorize external factors—volume, product mix, and foreign exchange—from all other factors that 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 $0.1 million from the three months ended September 30, 2014 to the three months ended September 30, 2015 and our gross profit margin increased from 10.6% during the 2014 period to 11.1% during the 2015 period. Reflected in total gross profit is higher volume ($2.2 million) and unfavorable foreign exchange ($4.2 million, excluding the impact on depreciation). All other factors were net favorable ($2.1 million). Cost of sales was positively impacted by a one-time commercial settlement in the prior period related to 2010-2013 scrap ($6 million) and favorable efficiencies ($5.5 million).. These items were partially offset by unfavorable pricing and economics ($9.3 million) and higher launch costs ($1.4 million).

Total gross profit was positively affected by a decrease in the depreciation included in cost of sales from $19.4 million during the three months ended September 30, 2014 to $18.5 million during the three months ended September 30, 2015, reflecting primarily favorable foreign exchange.

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

Total SG&A decreased $2 million from the three months ended September 30, 2014, reflecting favorable foreign exchange partially offset by higher incentive compensation costs and higher overall compensation costs.

Amortization Expense 

Total amortization expense was $0.2 million for the three months ended September 30, 2014, reflecting primarily the amortization of customer relationships in Europe and Brazil, which became fully amortized during 2014. No further amortization expense related to these intangibles will be incurred. Total amortization expense was $0.2 million for the three months ended September 30, 2015, reflecting the amortization of customer relationships recorded during the third quarter of 2015, as part of the acquisition of an operation in Mexico.

Restructuring and Asset Impairment Expense  

Total restructuring expense decreased $0.5 million, or 36%, from the three months ended September 30, 2014. During the third quarter of 2015, we incurred charges related to ongoing maintenance expense of facilities closed as a result of prior actions in our Americas segment and severance charges to reduce fixed costs.

Interest Expense, net 

Interest expense, net, decreased $1.1 million, or 15.3%, from the three months ended September 30, 2014, reflecting primarily lower interest due to lower borrowings in Brazil and lower expense on our Term Loan.

26 

Provision for Income Taxes 

Income tax expense was unchanged from the three months ended September 30, 2014.

A significant amount of worldwide income is attributable to United States income where we are not recording deferred income tax expense. We did not record deferred income tax expense on 2015 U.S. profit because the utilization of deferred tax assets, primarily net operating losses, released an associated U.S. valuation allowance. We continue to monitor releasing the U.S. valuation allowance diligently each quarter. In evaluating the need for the U.S. valuation allowance we review both positive and negative evidence and place greater reliance on objective historical evidence than on more subjective estimates of future profitability. Given the historic volatility of U.S. automotive suppliers’ profits, we believe obtaining sustained profitability over a reasonable period of time is critical in determining whether a valuation allowance should be released. If we achieve forecasted levels of sustainable profits throughout 2015 and the U.S. automotive market retains its current momentum, it is probable that we will release up to $80 million of the valuation allowances against our U.S. deferred tax assets in the fourth quarter of 2015.

Equity in Loss of Joint Venture 

Equity in the income/(loss) of joint venture which represents our share in the gain or loss of our unconsolidated Ningbo joint venture increased $0.3 million during the three months ended September 30, 2015.

Noncontrolling Interest, Net of Tax     

The adjustment to our earnings required to give effect to the elimination of noncontrolling interests decreased by $1.2 million from the three months ended September 30, 2014, reflecting increased earnings in our consolidated Chinese joint ventures.

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
	September 30,						September 30,						September 30,
	2015			2014			2015			2014			2015			2014
Adjusted EBITDA	$	13.1		$	12.2		$	30.7		$	36.4		$	43.8		$	48.6
Intercompany charges		1.6			(0.2	)		(1.6	)		0.2			0.0			0.0
Restructuring and asset impairments		(0.1	)		(0.1	)		(0.8	)		(1.3	)		(0.9	)		(1.4	)
Depreciation and amortization		(7.1	)		(8.4	)		(12.9	)		(12.5	)		(20.0	)		(20.9	)
Acquisition costs and other		(0.1	)		(0.1	)		(0.4	)		-			(0.5	)		(0.1	)
Long-term non-cash compensation (a)		-			-			(2.9	)		(3.1	)		(2.9	)		(3.1	)
Commercial settlement related to 2010-13 scrap		-			-			-			(6.0	)		-			(6.0	)
Operating income	$	7.4		$	3.4		$	12.1		$	13.7			19.5			17.1
Interest expense, net														(6.1	)		(7.2	)
Other expense														-			-
Provision for income taxes														(1.6	)		(1.6	)
Equity in income/(loss) of joint ventures (b)														0.1			(0.2	)
Income from discontinued operations, net of tax														5.0			4.9
Noncontrolling interest, net of tax														(0.6	)		(1.8	)
Net income attributable to Tower International, Inc.													$	16.3		$	11.2

(a) Represents the compensation expense related to stock options, restricted stock units, one-time CEO compensation awards, 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.

(b) Represents the income/(loss) attributable to our Ningbo joint venture, which we do not consolidate in our financial statements given the non-controlling nature of our interest in this entity.

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The following table presents revenues (a GAAP measure) and Adjusted EBITDA (a non-GAAP measure) for the three months ended September 30, 2015 and 2014 (in millions), as well as an explanation of variances:

	International						Americas						Consolidated
	Revenues			Adjusted EBITDA(c)			Revenues			Adjusted EBITDA(c)			Revenues			Adjusted EBITDA(c)
Three months Ended September 30, 2015 results	$	168.8		$	13.1		$	306.4		$	30.7		$	475.2		$	43.8
Three months Ended September 30, 2014 results		197.1			12.2			300.6			36.4			497.7			48.6
Variance	$	(28.3	)	$	0.9		$	5.8		$	(5.7	)	$	(22.5	)	$	(4.8	)
Variance attributable to:
Volume and mix	$	1.7		$	2.3		$	20.9		$	-		$	22.6		$	2.3
Foreign exchange		(28.1	)		(2.2	)		(12.4	)		0.7			(40.5	)		(1.5	)
Pricing and economics		(1.9	)		(0.7	)		(2.7	)		(10.7	)		(4.6	)		(11.4	)
Efficiencies		-			2.2			-			3.3			-			5.5
Selling, general, and administrative expenses and other items (d)		-			(0.7	)		-			1.0			-			0.3
Total	$	(28.3	)	$	0.9		$	5.8		$	(5.7	)	$	(22.5	)	$	(4.8	)

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

(d) When we refer to “selling, general, and administrative expenses 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 $4.8 million, or 10%, from the three months ended September 30, 2014, reflecting higher volume ($4.1 million), which was offset partially by unfavorable foreign exchange ($1.5 million) and unfavorable mix ($2.8 million). All other factors were net unfavorable ($5.5 million). Unfavorable pricing and economics ($11.4 million) was offset partially by favorable efficiencies ($5.5 million) and favorable SG&A and other items ($0.4 million).

International Segment: In our International segment, Adjusted EBITDA increased by $0.9 million, or 7%, from the three months ended September 30, 2014, reflecting primarily favorable volume ($2.3 million) which was offset by unfavorable foreign exchange ($2.2 million). All other factors were net favorable ($1.4 million). Favorable efficiencies ($2.2 million) were offset partially by unfavorable pricing and economics ($0.7 million) and SG&A and other costs ($0.1 million).

Americas Segment: In our Americas segment, Adjusted EBITDA decreased by $5.7 million, or 16%, from the three months ended September 30, 2014. Favorable foreign exchange ($0.7 million) was offset by all other factors which were net unfavorable ($6.4 million). Unfavorable pricing and economics ($10.7 million) were offset partially by favorable efficiencies ($3.3 million) and favorable SG&A expenses and other items ($1 million).

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Results of Operations—Nine Months Ended September 30, 2015 Compared with the Nine Months Ended September 30, 2014

The following table presents production volumes in specified regions, according to IHS, for the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014 (in millions of units produced):

	Europe			China			North America			Brazil
Nine months ended September 30, 2015		15.6			15.8			13.2			1.8
Nine months ended September 30, 2014		15.1			15.4			12.8			2.2
Increase / (Decrease)		0.5			0.4			0.4			0.4
Percentage change		3	%		3	%		3	%		(18	)%

According to IHS, full year 2015 vehicle production is expected to increase when compared to 2014 in North America by 3%, Europe by 3%,and China by 2%, and decrease in Brazil by 22%.

The following table presents select financial information for the nine months ended September 30, 2015 and 2014 (in millions):

	International				Americas				Consolidated
	Nine Months Ended				Nine Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,
	2015		2014		2015		2014		2015		2014
Revenues	$	545.6	$	646.8	$	916.5	$	918.7	$	1,462.1	$	1,565.5
Cost of sales		490.2		585.9		800.3		803.5		1,290.5		1,389.4
Gross profit		55.4		60.9		116.2		115.2		171.6		176.1
Selling, general, and administrative expenses		28.6		34.8		67.0		65.1		95.6		99.9
Amortization		-		1.1		0.2		0.4		0.2		1.5
Restructuring and asset impairments		0.2		0.4		7.2		7.1		7.4		7.5
Operating income	$	26.6	$	24.6	$	41.8	$	42.6		68.4		67.2
Interest expense, net										17.8		21.4
Other expense										-		0.1
Provision for income taxes										6.0		7.1
Equity in loss of joint ventures										-		(0.6	)
Income from discontinued operations, net of tax										5.6		7.3
Noncontrolling interest, net of tax										1.2		3.2
Net income attributable to Tower International, Inc.									$	49.0	$	42.1

Comparison of Periods – GAAP Analysis of Consolidated Results

Revenues 

Total revenues decreased during the nine months ended September 30, 2015 by $103.4 million, or 6.6%, from the nine months ended September 30, 2014. The weakening of foreign currencies against the U.S. dollar in our International segment, primarily the Euro ($106.7 million), and the weakening of the Brazilian Real ($27.2 million) against the U.S. dollar in our Americas segment was offset partially by higher volume in our International segment ($16.4 million) and in our Americas segment ($27.2 million). Revenues were also adversely affected by unfavorable pricing ($10.2 million).

Gross Profit 

Total gross profit decreased by $4.5 million, or 2.6%, from the nine months ended September 30, 2014 to the nine months ended September 30, 2015 and our gross profit margin increased from 11.2% during the 2014 period to 11.7% during the 2015 period. The decrease in total gross profit reflects higher volume ($1.4 million) which was more than offset by unfavorable foreign exchange ($18.6 million). All other factors were net favorable ($7.7 million). Cost of sales was positively impacted by favorable efficiencies ($24.8 million) and a one-time commercial settlement in the prior period related to 2010-2013 scrap ($6 million). These items were offset partially by unfavorable pricing and economics ($17.8 million) and higher launch costs ($5.3 million).

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Total gross profit was positively affected by a decrease in the depreciation included in cost of sales from $60.8 million during the nine months ended September 30, 2014 to $55.7 million during the nine months ended September 30, 2015, reflecting primarily favorable foreign exchange.

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

Total SG&A decreased $4.3 million, or 4.3%, from the nine months ended September 30, 2014 reflecting favorable foreign exchange, offset partially by higher incentive compensation costs and higher overall compensation costs.

Amortization Expense 

Total amortization expense decreased $1.3 million from the nine months ended September 30, 2014, reflecting primarily the amortization of customer relationships in Europe and Brazil, which became fully amortized during 2014.

Restructuring and Asset Impairment Expense  

Total restructuring expense decreased $0.1 million, or 1.3%, from the nine months ended September 30, 2014. During the third quarter of 2015, we incurred charges related to ongoing maintenance expense of facilities closed as a result of prior actions in our Americas segment and severance charges to reduce fixed costs.

Interest Expense, net 

Interest expense, net, decreased $3.6 million, or 16.8%, from the nine months ended September 30, 2014, reflecting primarily lower interest due to lower borrowings in Brazil and lower expense on our Term Loan.

Provision for Income Taxes 

Income tax expense decreased $1.1 million, from the three months ended September 30, 2014. Our income tax expense decreased on higher worldwide profitability because of a different mix of income and losses generated in various jurisdictions where we do business.

Equity in Profit / (Loss) of Joint Venture 

Equity in the loss of joint venture which represents our share in the loss of our unconsolidated Ningbo joint venture decreased by $0.6 million during the nine months ended September 30, 2015.

Noncontrolling Interest, Net of Tax 

The adjustment to our earnings required to give effect to the elimination of noncontrolling interests decreased by $2 million from the nine months ended September 30, 2014, reflecting decreased earnings in our consolidated Chinese joint ventures.

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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
	Nine Months Ended						Nine Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,
	2015			2014			2015			2014			2015			2014
Adjusted EBITDA	$	43.6		$	49.3		$	101.6		$	106.1		$	145.2		$	155.4
Intercompany charges		4.9			3.3			(4.9	)		(3.3	)		-			-
Restructuring and asset impairments		(0.2	)		(0.4	)		(7.2	)		(7.1	)		(7.4	)		(7.5	)
Depreciation and amortization		(21.4	)		(27.4	)		(38.3	)		(39.2	)		(59.7	)		(66.6	)
Acquisition costs and other		(0.3	)		(0.2	)		(0.5	)		-			(0.8	)		(0.2	)
Long-term non-cash compensation (a)		-			-			(8.9	)		(7.9	)		(8.9	)		(7.9	)
Commercial settlement related to 2010-13 scrap		-			-			-			(6.0	)		-			(6.0	)
Operating income	$	26.6		$	24.6		$	41.8		$	42.6			68.4			67.2
Interest expense, net														(17.8	)		(21.4	)
Other expense														-			(0.1	)
Provision for income taxes														(6.0	)		(7.1	)
Equity in loss of joint ventures (b)														-			(0.6	)
Income from discontinued operations, net of tax														5.6			7.3
Noncontrolling interest, net of tax														(1.2	)		(3.2	)
Net income attributable to Tower International, Inc.													$	49.0		$	42.1

(a) Represents the compensation expense related to stock options, restricted stock units, one-time CEO compensation awards, 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.

(b) Represents the loss attributable to our Ningbo joint venture, which we do not consolidate in our financial statements given the non-controlling nature of our interest in this entity.

The following table presents revenues (a GAAP measure) and Adjusted EBITDA (a non-GAAP measure) for the nine months ended September 30, 2015 and 2014 (in millions), as well as an explanation of variances:

	International						Americas						Consolidated
	Revenues			Adjusted EBITDA(c)			Revenues			Adjusted EBITDA(c)			Revenues			Adjusted EBITDA(c)
Nine months Ended September 30, 2015 results	$	545.6		$	43.6		$	916.5		$	101.6		$	1,462.1		$	145.2
Nine months Ended September 30, 2014 results		646.8			49.3			918.7			106.1			1,565.5			155.4
Variance	$	(101.2	)	$	(5.7	)	$	(2.2	)	$	(4.5	)	$	(103.4	)	$	(10.2	)
Variance attributable to:
Volume and mix	$	16.4		$	4.9		$	27.2		$	(3.5	)	$	43.6		$	1.4
Foreign exchange		(106.7	)		(10.1	)		(30.1	)		0.5			(136.8	)		(9.6	)
Pricing and economics		(10.9	)		(8.0	)		0.7			(15.9	)		(10.2	)		(23.9	)
Efficiencies		-			9.6			-			15.2			-			24.8
Selling, general, and administrative expenses and other items (d)		-			(2.1	)		-			(0.8	)		-			(2.9	)
Total	$	(101.2	)	$	(5.7	)	$	(2.2	)	$	(4.5	)	$	(103.4	)	$	(10.2	)

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

(d) When we refer to “selling, general, and administrative expenses 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.

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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 $10.2 million, or 7%, from the nine months ended September 30, 2014, reflecting primarily unfavorable foreign exchange ($9.6 million), offset partially by higher volume ($1.4 million). All other factors were net unfavorable ($2 million). Favorable efficiencies ($24.8 million) were offset by unfavorable pricing and economics ($23.9 million) and unfavorable SG&A expenses and other items ($2.9 million).

International Segment: In our International segment, Adjusted EBITDA decreased by $5.7 million, or 12%, from the nine months ended September 30, 2014, reflecting primarily unfavorable foreign exchange ($10.1 million), offset partially by higher volume ($4.9 million). All other factors were net unfavorable ($0.5 million). Unfavorable pricing and economics ($8 million), principally product pricing and labor costs, and unfavorable SG&A expenses and other items ($2.1 million) were offset partially by favorable efficiencies ($9.6 million).

Americas Segment: In our Americas segment, Adjusted EBITDA decreased by $4.5 million, or 4%, from the nine months ended September 30, 2014, reflecting lower volume ($3.5 million), offset partially by favorable foreign exchange ($0.5 million). All other factors were net unfavorable ($1.5 million). Favorable efficiencies ($15.2 million) were offset by unfavorable pricing and economics ($15.9 million) and unfavorable SG&A expenses and other items ($0.8 million).

Restructuring

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Employee termination costs	$	0.2	$	0.5	$	0.7	$	1.5
Other exit costs		0.6		0.9		6.7		6.0
Total restructuring expense	$	0.8	$	1.4	$	7.4	$	7.5

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 costs associated with previously closed facilities and 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 in our Condensed Consolidated Statement of Operations as restructuring and asset impairment charges, net. We believe the restructuring actions discussed below will help our efficiency and results of operations on a going forward basis.

During the three and nine months ended September 30, 2015, the charges incurred in the Americas segment related to a liability established to reflect a change in estimated future rents on a previously closed facility, ongoing maintenance expense of facilities closed as a result of prior actions and severance charges to reduce fixed costs. The charges incurred in the International segment related to severance charges to reduce fixed costs and a revision of a previous estimate.

During the three and nine months ended September 30, 2014, the charges incurred in the Americas segment related to the buyout of a lease on a previously closed facility, ongoing maintenance expense of facilities closed as a result of prior actions, and severance charges to reduce fixed costs. The charges incurred in the International segment related to severance charges in Europe to reduce fixed costs.

We expect to continue to incur additional restructuring expense in 2015 related primarily to previously announced restructuring actions; however, we do not anticipate any additional expense that will be significant, with respect to previously announced actions. We may engage in new actions if business conditions warrant further actions.

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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 September 30, 2015, we had available liquidity of approximately $322.7 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 operating requirements for at least the next twelve months with cash flow from operations, cash on hand, and borrowings under our revolving credit facility.

Cash Flows and Working Capital 

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

	Nine Months Ended September 30,
	2015			2014
Net cash provided by / (used in):
Operating activities	$	38.3		$	34.2
Investing activities		(71.6	)		(63.1	)
Financing activities		2.0			11.1

Net Cash Provided by Operating Activities 

During the nine months ended September 30, 2015, we generated $38.3 million of cash flow from operations compared with $34.2 million of cash generated during the nine months ended September 30, 2014. The primary reason for this increase was from lower working capital and higher income from continuing operations.

Net Cash Used in Investing 

Net cash used in investing activities was $71.6 million during the nine months ended September 30, 2015, compared to $63.1 million during the nine months ended September 30, 2014. This increase reflects the cash paid for the Hamsa acquisition, offset partially by the proceeds related to the sale of a joint venture.

Net Cash Provided by Financing Activities 

Net cash flow provided from financing activities was $2.0 million during the nine months ended September 30, 2015, compared to cash generated of $11.1 million during the nine months ended September 30, 2014. The primary reason for this decrease is the treasury stock purchases of $6.5 million that occurred during the nine months ended September 30, 2015.

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 increased to 17 days during the third quarter of 2015, from 16 days during the first and second quarter of 2015. Our inventory levels increased from $69.8 million at December 31, 2014 to $79.2 million at September 30, 2015.

Our accounts receivable balance increased from $230.4 million as of December 31, 2014 to $293.4 million as of September 30, 2015. The increase reflects the timing of customer payments consistent with normal seasonality.

Our accounts payable balance increased from $257 million as of December 31, 2014 to $305.4 million as of September 30, 2015. The change reflects primarily the increase of trade accounts payable, reflecting primarily the matching of terms with our customers and vendors, and the increase of accounts payable related to customer funded tooling, which resulted from the timing of customer programs.

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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 addition, we make our annual incentive bonus plan payments during the second quarter. 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 result in a reduction of accounts receivables and inventory, which decreases our working capital.

Our working capital is also affected by our net position in regard 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. Generally, when a 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. Net cash disbursed for customer-owned tooling increased $18.5 million from the nine months ended September 30, 2014, reflecting primarily new programs in our North America region. This timing delay causes our working capital to fluctuate between periods due to the timing of the cash inflows and outflows.

On September 30, 2015 and December 31, 2014 we had working capital balances of $184.1 million and $177.3 million, respectively.

Sources and Uses of Liquidity 

Our available liquidity at September 30, 2015 was approximately $322.7 million, which consisted of $97.5 million of cash on hand that excludes $17.4 million of consolidated cash attributable to discontinued operations, and unutilized borrowing availability under our U.S. and foreign credit facilities of $190.2 million and $35.0 million, respectively. A portion of our cash balance is located at foreign subsidiaries and is presently being used to fund operations at and investment in those locations. As of December 31, 2014, we had available liquidity of approximately $364 million.

As of September 30, 2015, we had short-term debt of $34.6 million, of which $20.5 million related to receivables factoring in Europe, $8.6 million related to other indebtedness in Europe, $4.5 million related to current maturities of our Term Loan Credit Facility, and $1.0 million related to debt in Brazil. 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. The other indebtedness in Europe relates primarily to a revolving credit facility. 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. We believe that we will be able to continue to renew the debt in Europe and to continue the receivables factoring in Europe.

Free Cash Flow and Adjusted Free Cash Flow 

Free cash flow and adjusted free cash flow are non-GAAP measures. Free cash flow is defined as cash provided by continuing operating activities less cash disbursed for purchases of property, plant, and equipment. Adjusted free cash flow is defined as free cash flow excluding cash received or disbursed for customer tooling. We believe these metrics provide useful information to our investors because management regularly reviews these metrics as important indicators of how much cash is generated by our normal business operations, net of capital expenditures and cash provided or disbursed for customer-owned tooling, and makes decisions based upon them. Management also views these metrics as a measure of cash available to reduce debt and grow the business. Free cash flow and adjusted free cash flow are calculated as follows (in millions):

	Nine Months Ended September 30,
	2015			2014
Net cash provided by continuing operating activities	$	38.3		$	34.2
Cash disbursed for purchases of property, plant, and equipment, net		(59.8	)		(62.3	)
Free cash flow		(21.5	)		(28.1	)
Less: Net cash disbursed for customer-owned tooling		(44.7	)		(26.0	)
Adjusted free cash flow	$	23.2		$	(2.1	)

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Debt 

As of September 30, 2015, we had outstanding indebtedness, excluding capital lease obligations, of approximately $449.1 million, which consisted of the following:

• $417 million (net of a $1.3 million discount) indebtedness outstanding under our Term Loan Credit Facility

• $41.7 million of foreign subsidiary indebtedness

• $9.6 million of debt issue costs netted against our 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 domestic subsidiary and domestic affiliate guarantors 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 was April 23, 2020.

On January 31, 2014, we further amended the Term Loan Credit Agreement by entering into the Second Refinancing Term Loan Amendment and Additional Term Loan Amendment (the “Second Term Loan Amendment”), pursuant to which, among other things, the outstanding term loans under the Term Loan Credit Agreement were refinanced in full, and additional term loans in an aggregate principal amount of approximately $33 million (the “Additional Term Loans”) were disbursed. After giving effect to the disbursement of the Additional Term Loans, there were term loans (the “Term Loans”) in the aggregate principal amount of $450 million outstanding under the Term Loan Credit Agreement. The maturity date of the Term Loan Credit Facility remains April 23, 2020. The term loans bear interest at (i) an alternate base rate (the “Alternate Base Rate”) (which is the highest of the Prime Rate, the Federal Funds Effective Rate plus 0.50% and the Adjusted LIBO Rate (as each such term is defined in the Term Loan Credit Agreement) for a one month interest period plus 1.00%) a margin of 2.00% 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 3.00%. The Term Loan Credit Agreement 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.

Our Term Loan Credit Facility contains customary covenants applicable to certain of our subsidiaries, including a financial 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.

As of September 30, 2015, we were in compliance with the financial covenants that govern our Term Loan Credit Agreement.

Amended Revolving Credit Facility

On September 17, 2014, we entered into a Third Amended and Restated Revolving Credit and Guaranty Agreement (“Third Amended Revolving Credit Facility Agreement”) by and among Tower Automotive Holdings USA, LLC (the “Borrower”), the Company, Tower Automotive Holdings I, LLC, Tower Automotive Holdings II(a), LLC, Tower Automotive Holdings II(b), LLC, the subsidiary guarantors named therein, the 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”).

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The Third Amended Revolving Credit Facility Agreement amended and restated, in its entirety, the Second Amended Revolving Credit and Guaranty Facility Agreement, dated as of June 19, 2013, by and among the Borrower, its domestic affiliate and domestic subsidiary guarantors named therein, and the lenders party thereto, and the Agent. The Third Amended Revolving Credit Facility Agreement provides for a cash flow revolving credit facility (the “Amended Revolving Credit Facility”) in the aggregate amount of up to $200 million. Our Third 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 Third Amended Revolving Credit Facility Agreement is subject to an overall cap, on any date, of $200 million. We may request the issuance of Letters of Credit denominated in Dollars or Euros. As of September 30, 2015, we had no borrowings outstanding under our Amended Revolving Credit Facility and $9.8 million of letters of credit outstanding under the Third Amended Revolving Credit Facility Agreement. Thus, we could have borrowed an additional $190.2 million under the Third Amended Revolving Credit Facility Agreement as of September 30, 2015, calculated as follows (in millions):

Total Revolving Credit Commitment	$	200.0
Borrowings on Amended Revolving Credit Facility		-
Letters of credit outstanding		9.8
Availability on Third Amended Revolving Credit Facilty Agreement	$	190.2

Advances under our Amended Revolving Credit Facility bear interest at a base rate plus a margin or at LIBOR plus a margin. The applicable margin is determined by our Total Net Leverage Ratio (as defined in the Third Amended Revolving Credit Facility Agreement). The applicable margin for the base rate based borrowings as of September 30, 2015 was 1.25%. The applicable margin for the LIBOR based borrowings as of September 30, 2015 was 2.25%. Borrowings outstanding under our Amended Revolving Credit Facility may vary significantly from time to time, depending on our cash needs at any given time. Our Amended Revolving Credit Facility matures on September 17, 2019.

Our Amended Revolving Credit Facility Agreement contains customary covenants applicable to certain of our subsidiaries, including financial maintenance covenant ratios requiring the Borrower and the guarantors to maintain a ratio, as of the last day of any fiscal quarter, of (i) consolidated adjusted EBITDA to consolidated interest charges of not less than 2.75 to 1.00 on a rolling four quarter basis; and (ii) total net debt to consolidated adjusted EBITDA not to exceed 3.50 to 1.00 on a rolling four quarter basis.

As of September 30, 2015, we were in compliance with the financial covenants that govern our Third Amended and Restated Revolving Credit Agreement.

Foreign Subsidiary Indebtedness 

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

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, as well as certain equipment, with lease terms expiring between the years 2015 and 2021. As of December 31, 2014, our total future operating lease payments amounted to $97.3 million and the present value of minimum lease payments under our capital leases amounted to $8.8 million. As of December 31, 2014, we were committed to making lease payments during 2015 of not less than $22.2 million on our operating leases and not less than $1.1 million on our capital leases.

Off-Balance Sheet Obligations 

In addition to the operating leases described above, our off-balance sheet obligations consist of obligations under our Third Amended Revolving Credit Facility. As of September 30, 2015, letters of credit outstanding were $9.8 million under the Third Amended Revolving Credit Facility.

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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):

	September 30, 2015		December 31, 2014
Total debt, including capital leases and net of debt issue costs	$	456.5	$	484.2
Less: Cash and cash equivalents		115.0		148.6
Add: Cash attributable to discontinued operations		17.4		16.0
Net debt	$	358.9	$	351.6

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 and statements regarding our intent, belief, current plans, or expectations. Our forward looking statements also include, without limitation, statements regarding our anticipated future financial condition, operating results, free cash flows, adjusted free cash flows, net debt leverage, Adjusted EBITDA, and business and financing plans and models. 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 those important factors described elsewhere in this report or in our Annual Report on Form 10-K for the year ended December 31, 2014, could cause our 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;

• our ability to work effectively with our joint venture partners;

• our ability to integrate acquired businesses;

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

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• risks associated with business divestitures; and

• costs or liabilities related to environmental and safety regulations.

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 are contained in this report and, accordingly, we cannot assure you of the accuracy or completeness of such data. 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 throughout 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 is 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 the price of our products, the change in the cost to procure steel from the mill, and the change in our recovery of offal. Our strategy is to be economically neutral 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. The timing of a change in the price of steel may occur in separate periods and if a change occurs, that change may have a disproportionate effect, within any fiscal period, on our product pricing. Depending upon when a steel price change or offal 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 offal. Net imbalances in any one particular fiscal period may be reversed in a subsequent fiscal period, although we cannot provide assurances 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 September 30, 2015, we had total debt, excluding capital leases and debt issue costs, of $449.1 million (net of a $1.3 million discount), consisting of floating rate debt of $249.9 million (56%) and fixed rate debt of $199.2 million (44%), taking into account our $186.1 million variable rate to fixed rate swap. Assuming no changes in the monthly average variable rate debt levels of $255.9 million for the nine months ended September 30, 2015, we estimate that a hypothetical change of 100 basis points in the LIBOR and alternative base rate would not have a significant impact on interest expense due to the LIBOR floor in our Term Loan.

On October 17, 2014, we entered into a $200 million variable rate to fixed rate interest swap for a portion of our Term Loan. The maturity date for this swap instrument is April 16, 2020. The interest rate is fixed at 3.40% per annum but the fair value of the swap will fluctuate with changes in interest rates.

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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 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.

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 impacted the results of our operations, our cash flows, or our stockholders’ equity for the nine months ended September 30, 2015.

On October 17, 2014, we entered into a €157.1 million cross currency swap to hedge our net investment in our European subsidiaries based on the U.S. dollar / Euro exchange spot rate of $1.2733 which was the prevailing rate at the time of the transaction. On January 23, 2015, we terminated this cross currency swap and then we entered into a new cross currency swap to hedge our net investment in our European subsidiaries based on the U.S. dollar / Euro exchange spot rate of $1.1265. The Euro notional amount was increased from €157.1 million to €178 million and the interest rate was lowered from 3.97% to 3.70%, per annum. On March 13, 2015, we terminated the cross currency swap entered into on January 23, 2015 and then we entered into a new cross currency swap to hedge our net investment in our European subsidiaries based on the U.S. dollar / Euro exchange spot rate of $1.0480. The Euro notional amount remained the same but the interest rate was lowered from 3.70% to 3.40% per annum. The U.S. dollar notional amount of $200 million was reduced to $186.1 million but the 5.09% interest rate per annum remained the same. The maturity date for this swap instrument is April 16, 2020.

Inflation 

We have experienced a lowering in inflationary pressures impacting certain commodities, such as petroleum-based products, ferrous metals, base metals, and certain chemicals.  However, because we purchase various types of equipment, raw materials, and component parts from our suppliers, we may be adversely impacted by their inability to adequately mitigate the higher cost of their existing inventories which had been purchased and or produced prior to the recent reduction in commodity prices.  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 and even the insolvency of some within the supply base.  As such, we continue to monitor our vendor base for the best sources of supply and we continue to work with those vendors and customers to mitigate the impact of these pressures.

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 September 30, 2015. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of September 30, 2015, 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.

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Changes in Internal Control over Financial Reporting 

There was no change in our internal control over financial reporting that occurred during the quarter ended September 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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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, 2014.

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

Purchases of Equity Securities 

On December 31, 2014, the restricted stock units (“RSUs”) granted on December 20, 2011, vested.  These RSU were subsequently issued on January 2, 2015. On March 6, 2015, one-third of the stock options and RSUs granted on March 6, 2014, March 5, 2013, and March 6, 2012, respectively, vested. On May 11, 2015, one-third of the stock options and RSUs granted on May 11, 2012, and June 1, 2012, respectively, vested. On August 15, 2015, one-half of the RSUs granted on August 15, 2014 and August 15, 2013, respectively, 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:

					Total Number of
					Shares (or Units)	Maximum Number
					Purchased as	of Shares that May
	Total Number of		Weighted Average		Part of Publicly	Yet Be Purchased
	Shares (or Units)		Price Paid per		Announced Plan	Under Plan or
Period	Purchased		Share (or Unit)		or Program (1)	Program (1)
January 1 to January 31, 2015		211,668	$	26.10
February 1 to February 28, 2015		-		-
March 1 to March 31, 2015		38,427		26.16
April 1 to April 30, 2015		-		-
May 1 to May 31, 2015		685		28.27
June 1 to June 30, 2015		-		-
July 1 to July 31, 2015		-		-
August 1 to August 31, 2015		64		26.68
September 1 to September 30, 2015		-		-
Total		250,844	$	26.12

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

Item 5. Other Information

On October 26, 2015, the Compensation Committee (the "Compensation Committee") of the Board of Directors of the Company approved amendments to each outstanding and unvested restricted stock unit award granted by the Company to its directors and employees. The amendments provide that if the Company pays an ordinary cash dividend on its common stock, each award will be credited with an additional number of restricted stock units ("dividend equivalent units") determined by dividing (i) the per-share cash dividend paid by the Company times the total number of restricted stock units subject to the award that are outstanding on the record date for such dividend, by (ii) the closing price of a share of our common stock on the record date. Any dividend equivalent units credited to an award will be subject to the same vesting, payment and other terms and conditions as the unvested restricted stock units to which the dividend equivalent units relate.

On October 26, 2015, the Compensation Committee also approved amendments to the form of restricted stock unit award agreements for directors and employees of the Company.

Copies of the amended forms of restricted stock unit award agreements for directors and employees of the Company are attached as Exhibits 10.1 and 10.2, respectively, to this report.

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Item 6. Exhibits.

10.1	Form of Restricted Stock Unit Award Agreement for directors
10.2	Form of Restricted Stock Unit Award Agreement for employees
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

* Furnished, not filed

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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: October 30, 2015	/s/ James C. Gouin
	James C. Gouin
	Chief Financial Officer

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EX-10.1

Exhibit 10.1

TOWER INTERNATIONAL, INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

This Restricted Stock Unit Award Agreement (the “Agreement” or “Award Agreement”), dated as of the “Award Date” set forth in the attached Exhibit A, is entered into between Tower International, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Awardee”). For purposes of this Agreement, the information referenced in Exhibit A shall be as provided to the Awardee electronically via the website made accessible to the Awardee to review the terms and conditions of this Award as set forth herein.

WHEREAS, the Company desires to provide the Awardee an incentive to participate in the success and growth of the Company; and

WHEREAS, to give effect to the foregoing intention, the Company desires to award the Awardee restricted stock units pursuant to the Tower International, Inc. 2010 Equity Incentive Plan (the “Plan”);

NOW, THEREFORE, the following provisions apply to this Award:

1.          Award. The Company hereby awards the Awardee the number of Restricted Stock Units (each an “RSU” and collectively the “RSUs”) set forth in Exhibit A. Such RSUs shall be subject to the terms and conditions set forth in this Agreement and the provisions of the Plan, the terms of which are incorporated herein by reference. Capitalized terms used but not otherwise defined herein shall have the meanings as set forth in the Plan.

2.          Vesting and Settlement.

(a)          Vesting. Except as otherwise provided in this Agreement, the RSUs shall vest in accordance with the vesting schedule set forth in Exhibit A, provided that the Awardee remains in the “Continuous Service” (as defined below) through the applicable vesting date. For purposes hereof, “Continuous Service” means the absence of any termination of service as a director of the Company. Notwithstanding the foregoing vesting schedule, all of the RSUs awarded hereunder shall become immediately vested in the event that (i) the Awardee’s Continuous Service terminates due to the Awardee’s death or Disability or is terminated at the request of the Company, (ii) the Awardee’s Continuous Service terminates due to the completion of the Awardee’s term of office as a director, or (iii) a Change in Control occurs while the Awardee is in the Continuous Service. Except as provided above, in the event that the Awardee ceases to be in Continuous Service, any RSUs that have not vested as of the date of such cessation of Continuous Service shall be forfeited.

(b)          Settlement. For each RSU that becomes vested in accordance with this Agreement, the Company shall issue and deliver to Awardee, on or within ten (10) business days after the Settlement Date (as defined below), one share of the Company’s common stock, par value $.01 per share (the “Common Stock”). For purposes hereof, “Settlement Date” means the earlier of: (i) the date on which the Awardee’s Continuous Service terminates; provided that, if the Awardee is a Code Section 409A “Specified Employee” at the time the Awardee’s Continuous Service terminates, then (to the extent then required by Code Section 409A) the first business day after six (6) months have lapsed following the date on which the Awardee’s Continuous Service terminates (or the date of the Awardee’s death, if earlier), or (ii) the date of consummation of a Change in Control that constitutes a “change in control event” within the meaning of Treas. Reg. § 1.409A-3(i)(5)(i) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§ 1.409A-3(i)(5)(v) and (vi) for a change in control event to occur).

3.          Dividend Equivalent Units. If and to the extent that the Company pays a cash dividend with respect to the Common Stock, Awardee shall be credited with an additional number of RSUs (“Dividend Equivalent Units”), including a fractional Dividend Equivalent Unit if applicable, equal to (i) the amount of such dividends as would have been paid with respect to Awardee’s outstanding RSUs on the record date of such dividend (the “record date”) had each such outstanding RSU been an outstanding share of Common Stock on such record date, divided by (ii) the closing price of a share of Common Stock on such record date. Dividend Equivalent Units shall be subject to the same vesting terms and conditions as the RSUs to which they relate.

4.          No Rights as Stockholder. The Awardee shall not be entitled to any of the rights of a stockholder with respect to any share of Common Stock that may be acquired following vesting of an RSU unless and until such share of Common Stock is issued and delivered to the Awardee on the Settlement Date. Without limitation of the foregoing, the Awardee shall not have the right to vote any share of Common Stock to which an RSU relates and shall not be entitled to receive any dividend attributable to such share of Common Stock for any period prior to the issuance and delivery of such share to Awardee on the Settlement Date (but Awardee shall have dividend equivalent rights as provided in Section 3 above).

5.          Transfer Restrictions. Neither this Agreement nor the RSUs may be sold, assigned, pledged or otherwise transferred or encumbered without the prior written consent of the Committee.

6.          Government Regulations. Notwithstanding anything contained herein to the contrary, the Company’s obligation hereunder to issue or deliver certificates evidencing shares of Common Stock shall be subject to the terms of all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required.

7.          Investment Purpose. Any and all shares of Common Stock acquired by the Awardee under this Agreement will be acquired for investment for the Awardee’s own account and not with a view to, for resale in connection with, or with an intent of participating directly or indirectly in, any distribution of such shares of Common Stock within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). The Awardee shall not sell, transfer or otherwise dispose of such shares unless they are either (i) registered under the Securties Act and all applicable state securities laws, or (ii) exempt from such registration in the opinion of Company counsel.

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8.          Securities Law Restrictions. Regardless of whether the offering and sale of shares of Common Stock issuable to Awardee pursuant to this Agreement and the Plan have been registered under the Securities Act, or have been registered or qualified under the securities laws of any state, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of such shares of Common Stock (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary in order to achieve compliance with the Securities Act or the securities laws of any state or any other law.

9.          Lock-Up Agreement. The Awardee, in the event that any shares of Common Stock which become deliverable to Awardee with respect to RSUs at a time during which any directors or officers of the Company have agreed with one or more underwriters not to sell securities of the Company, shall enter into an agreement, in form and substance satisfactory to the Company, pursuant to which the Awardee shall agree to restrictions on transferability of the shares of such Common Stock comparable to the restrictions agreed upon by such directors or officers of the Company.

10.         Awardee Obligations. The Awardee should review this Agreement with his or her own tax advisors to understand the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Awardee will rely solely on such advisors and not on any statements or representations of the Company or any of its agents, if any, made to the Awardee. The Awardee (and not the Company) shall be responsible for the Awardee’s own tax liability arising as a result of the transactions contemplated by this Agreement.

11.         No Right to Remain in Continuous Service. Nothing in this Agreement or the Plan confers on the Awardee any right to remain in Continuous Service, nor shall it affect in any way any right of the Awardee or the Company to terminate the Awardee’s service relationship.

12.         Notices. Notices or communications to be made hereunder shall be in writing and shall be delivered in person, by registered mail, by confirmed facsimile or by a reputable overnight courier service to the Company at its principal office or to the Awardee at his or her address contained in the records of the Company. Alternatively, notices and other communications may be provided in the form and manner of such electronic means as the Company may permit.

13.         Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute the entire Agreement with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Awardee with respect to the subject matter hereof, and except as provided in the Plan or in this Agreement, may not be modified adversely to the Awardee’s interest except by means of a writing signed by the Company and the Awardee. In the event of any conflict between this Award Agreement and the Plan, the Plan shall be controlling. This Award Agreement shall be construed under the laws of the State of Delaware, without regard to conflict of laws principles.

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14.         Opportunity for Review. The RSUs are granted under and governed by the terms and conditions of the Plan and this Award Agreement. The Awardee is responsible for reviewing and understanding the Plan and this Award Agreement in their entirety, and for obtaining the advice of counsel (if desired). The Awardee will be deemed to have automatically accepted the Award Agreement (and the terms of the Plan applicable to such Agreement) unless the Awardee affirmatively rejects the Agreement within 90 days following the Award Date by such electronic means as the Company may permit. All decisions or interpretations of the Committee upon any questions relating to the Plan and this Award Agreement are binding, conclusive and final. The Awardee is responsible to notify the Company upon any change in Awardee’s residence address.

15.         Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and the Awardee and their respective permitted successors, assigns, heirs, beneficiaries and representatives.

16.         Section 409A Compliance. The Company may amend or modify the Award Agreement (or the RSUs granted under the Award Agreement) as appropriate to maintain compliance with the provisions of Section 409A of the Code.

17.         Recoupment. In the event the Company restates its financial statements due to material noncompliance with any financial reporting requirements under applicable securities laws, any payments pursuant to this Agreement for or in respect of the year that is restated, or the prior three years, may be recovered to the extent the payments made exceed the amount that would have been as a result of the restatement. In addition and without limitation of the foregoing, any amounts paid hereunder shall be subject to recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, any clawback policy adopted by the Company or as is otherwise required by applicable law or stock exchange listing conditions.

18.         Acceptance or Rejection of Award Agreement. The Awardee shall be deemed to have accepted and agreed to the terms and conditions of this Agreement (and the applicable terms of the Plan) unless the Awardee rejects this Award Agreement within 90 days of the Award Date by such electronic means as the Company may permit. If the Awardee rejects the Award Agreement, the award of RSUs that would otherwise have been made to the Awardee under the Award Agreement shall be null and void and the RSUs will be cancelled.

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EX-10.2

Exhibit 10.2

TOWER INTERNATIONAL, INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

This Restricted Stock Unit Award Agreement (the “Agreement” or “Award Agreement”), dated as of the “Award Date” set forth in the attached Exhibit A, is entered into between Tower International, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Awardee”). For purposes of this Agreement, the information referenced in Exhibit A shall be as provided to the Awardee electronically via the website made accessible to the Awardee to review the terms and conditions of this Award as set forth herein.

WHEREAS, the Company desires to provide the Awardee an incentive to participate in the success and growth of the Company; and

WHEREAS, to give effect to the foregoing intention, the Company desires to award the Awardee restricted stock units pursuant to the Tower International, Inc. 2010 Equity Incentive Plan (the “Plan”);

NOW, THEREFORE, the following provisions apply to this Award:

1.          Award. The Company hereby awards the Awardee the number of Restricted Stock Units (each an “RSU” and collectively the “RSUs”) set forth in Exhibit A. Such RSUs shall be subject to the terms and conditions set forth in this Agreement and the provisions of the Plan, the terms of which are incorporated herein by reference. Capitalized terms used but not otherwise defined herein shall have the meanings as set forth in the Plan.

2.          Vesting. Except as otherwise provided in this Agreement, the RSUs shall vest in accordance with the vesting schedule set forth in Exhibit A, provided that the Awardee remains in the “Continuous Service” (as defined below) of the Company or any of its Subsidiaries through the applicable vesting date.

“Continuous Service” means the absence of any interruption or termination of service as an employee, director, consultant, advisor or other individual service provider; provided, however, that periods of absence to the extent permitted by Company policies due to vacations, holidays, sick days, short term disability and other approved absences, will not be considered to be an interruption or termination of service hereunder. Changes in status between service as an employee, director, consultant, advisor or other individual service provider to the Company or any of its Subsidiaries will not constitute an interruption of service.

Notwithstanding the foregoing vesting schedule, all of the RSUs awarded hereunder shall become immediately vested in the event that (i) the Awardee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Awardee’s death or Disability, or (ii) a Change in Control occurs while the Awardee is in the Continuous Service of the Company or any of its Subsidiaries.

For each RSU that becomes vested in accordance with this Agreement, the Company shall issue and deliver to Awardee, on or within ten (10) business days after becoming vested, one share of the Company’s common stock, par value $.01 per share (the “Common Stock”). Except as provided above, in the event that the Awardee ceases to be in the Continuous Service of the Company or any of its Subsidiaries, any RSUs that have not vested as of the date of such cessation of service shall be forfeited.

3.          Dividend Equivalent Units. If and to the extent that the Company pays a cash dividend with respect to the Common Stock, Awardee shall be credited with an additional number of RSUs (“Dividend Equivalent Units”), including a fractional Dividend Equivalent Unit if applicable, equal to (i) the amount of such dividends as would have been paid with respect to Awardee’s outstanding RSUs on the record date of such dividend (the “record date”) had each such outstanding RSU been an outstanding share of Common Stock on such record date, divided by (ii) the closing price of a share of Common Stock on such record date. Dividend Equivalent Units shall be subject to the same vesting terms and conditions as the RSUs to which they relate.

4.          No Rights as Stockholder. The Awardee shall not be entitled to any of the rights of a stockholder with respect to any share of Common Stock that may be acquired following vesting of an RSU unless and until such share of Common Stock is issued and delivered to the Awardee. Without limitation of the foregoing, the Awardee shall not have the right to vote any share of Common Stock to which an RSU relates and shall not be entitled to receive any dividend attributable to such share of Common Stock for any period priot to the issuance and delivery of such share to Awardee (but Awardee shall have dividend equivalent rights as provided in Section 3 above).

5.          Transfer Restrictions. Neither this Agreement nor the RSUs may be sold, assigned, pledged or otherwise transferred or encumbered without the prior written consent of the Committee.

6.          Government Regulations. Notwithstanding anything contained herein to the contrary, the Company’s obligation hereunder to issue or deliver certificates evidencing shares of Common Stock shall be subject to the terms of all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required.

7.          Withholding Taxes. The Awardee shall pay to the Company, or make provision satisfactory to the Company for payment of, the minimum statutory amount required to satisfy all federal, state and local income tax withholding requirements and the Awardee’s share of applicable employment withholding taxes in connection with the issuance and deliverance of shares of Common Stock following vesting of RSUs, in any manner permitted by the Plan. No shares of Common Stock shall be issued with respect to RSUs unless and until satisfactory arrangements acceptable to the Company have been made by the Awardee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to the RSUs.

-2-

8.          Investment Purpose. Any and all shares of Common Stock acquired by the Awardee under this Agreement will be acquired for investment for the Awardee’s own account and not with a view to, for resale in connection with, or with an intent of participating directly or indirectly in, any distribution of such shares of Common Stock within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). The Awardee shall not sell, transfer or otherwise dispose of such shares unless they are either (1) registered under the Securties Act and all applicable state securities laws, or (2) exempt from such registration in the opinion of Company counsel.

9.          Securities Law Restrictions. Regardless of whether the offering and sale of shares of Common Stock issuable to Awardee pursuant to this Agreement and the Plan have been registered under the Securities Act, or have been registered or qualified under the securities laws of any state, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of such shares of Common Stock (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary in order to achieve compliance with the Securities Act or the securities laws of any state or any other law.

10.         Lock-Up Agreement. The Awardee, in the event that any shares of Common Stock which become deliverable to Awardee with respect to RSUs at a time during which any directors or officers of the Company have agreed with one or more underwriters not to sell securities of the Company, shall enter into an agreement, in form and substance satisfactory to the Company, pursuant to which the Awardee shall agree to restrictions on transferability of the shares of such Common Stock comparable to the restrictions agreed upon by such directors or officers of the Company.

11.         Awardee Obligations. The Awardee should review this Agreement with his or her own tax advisors to understand the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Awardee will rely solely on such advisors and not on any statements or representations of the Company or any of its agents, if any, made to the Awardee. The Awardee (and not the Company) shall be responsible for the Awardee’s own tax liability arising as a result of the transactions contemplated by this Agreement.

12.         Employment. Nothing in this Agreement or the Plan confers on the Awardee any right to continue an employment, service or consulting relationship with the Company, nor shall it affect in any way the Awardee’s right or the Company’s right to terminate the Awardee’s employment, service, or consulting relationship at any time, with or without cause. The Company would not have granted this Award to the Awardee without this provision.

13.         Notices. Notices or communications to be made hereunder shall be in writing and shall be delivered in person, by registered mail, by confirmed facsimile or by a reputable overnight courier service to the Company at its principal office or to the Awardee at his or her address contained in the records of the Company. Alternatively, notices and other communications may be provided in the form and manner of such electronic means as the Company may permit.

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14.         Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute the entire Agreement with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Awardee with respect to the subject matter hereof, and except as provided in the Plan or in this Agreement, may not be modified adversely to the Awardee’s interest except by means of a writing signed by the Company and the Awardee. In the event of any conflict between this Award Agreement and the Plan, the Plan shall be controlling. This Award Agreement shall be construed under the laws of the State of Delaware, without regard to conflict of laws principles.

15.         Opportunity for Review. The RSUs are granted under and governed by the terms and conditions of the Plan and this Award Agreement. The Awardee is responsible for reviewing and understanding the Plan and this Award Agreement in their entirety, and for obtaining the advice of counsel (if desired). The Awardee will be deemed to have automatically accepted the Award Agreement (and the terms of the Plan applicable to such Agreement) unless the Awardee affirmatively rejects the Agreement within 90 days following the Award Date by such electronic means as the Company may permit. All decisions or interpretations of the Committee upon any questions relating to the Plan and this Award Agreement are binding, conclusive and final. The Awardee is responsible to notify the Company upon any change in Awardee’s residence address.

16.         Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and the Awardee and their respective permitted successors, assigns, heirs, beneficiaries and representatives.

17.         Section 409A Compliance. To the extent that this Agreement and the award of RSUs hereunder are or become subject to the provisions of Section 409A of the Code, the Company may amend or modify the Award Agreement (or the RSUs granted under the Award Agreement) as appropriate to maintain compliance with the provisions of Section 409A of the Code.

18.         Recoupment. In the event the Company restates its financial statements due to material noncompliance with any financial reporting requirements under applicable securities laws, any payments pursuant to this Agreement for or in respect of the year that is restated, or the prior three years, may be recovered to the extent the payments made exceed the amount that would have been as a result of the restatement. In addition and without limitation of the foregoing, any amounts paid hereunder shall be subject to recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, any clawback policy adopted by the Company or as is otherwise required by applicable law or stock exchange listing conditions.

19.         Acceptance or Rejection of Award Agreement. The Awardee shall be deemed to have accepted and agreed to the terms and conditions of this Agreement (and the applicable terms of the Plan) unless the Awardee rejects this Award Agreement within 90 days of the Award Date by such electronic means as the Company may permit. If the Awardee rejects the Award Agreement, the award of RSUs that would otherwise have been made to the Awardee under the Award Agreement shall be null and void and the RSUs will be cancelled.

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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 September 30, 2015 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: October 30, 2015

/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 September 30, 2015 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: October 30, 2015

/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 September 30, 2015 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.

October 30, 2015

/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 September 30, 2015 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.

October 30, 2015

/s/ James C. Gouin

James C. Gouin

Chief Financial Officer

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Segment Information (Tables)

9 Months Ended

Sep. 30, 2015

Segment Reporting [Abstract]

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

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

	International		Americas		Total
Three Months Ended September 30, 2015
Revenues	$	168,800	$	306,449	$	475,249
Adjusted EBITDA		13,140		30,641		43,781
Capital expenditures		7,772		25,042		32,814
Total assets (a)		630,633		572,327		1,202,960
Three Months Ended September 30, 2014
Revenues	$	197,130	$	300,592	$	497,722
Adjusted EBITDA		12,249		36,382		48,631
Capital expenditures		8,474		16,382		24,856
Nine Months Ended September 30, 2015
Revenues	$	545,596	$	916,549	$	1,462,145
Adjusted EBITDA		43,640		101,484		145,124
Capital expenditures		17,380		51,751		69,131
Nine Months Ended September 30, 2014
Revenues	$	646,708	$	918,744	$	1,565,452
Adjusted EBITDA		49,335		106,071		155,406
Capital expenditures		20,161		48,968		69,129

(a) Total assets as of September 30, 2015 in the International segment include assets held for sale

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

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Adjusted EBITDA	$	43,781	$	48,631	$	145,124	$	155,406
Restructuring		(874)		(1,392)		(7,398)		(7,497)
Depreciation and amortization		(20,049)		(20,951)		(59,693)		(66,549)
Acquisition costs and other		(530)		(101)		(747)		(312)
Long-term compensation expense		(2,870)		(3,076)		(8,870)		(7,939)
Commercial settlement related to 2010-13 scrap		-		(6,009)				(6,009)
Interest expense, net		(6,157)		(7,194)		(17,782)		(21,434)
Other (expense)		-		-		-		(87)
Net income before provision for income taxes and equity in loss of joint venture	$	13,301	$	9,908	$	50,634	$	45,579

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Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Debt Instrument [Line Items]
Total debt	$ 449,084	$ 475,368
Less: Current maturities (excluding capital leases)	(34,632)	(30,065)
Total long-term debt	414,452	445,303
Term Loan Credit Facility [Member]
Debt Instrument [Line Items]
Total debt	416,958	445,031
Other foreign subsidiary indebtedness [Member]
Debt Instrument [Line Items]
Total debt	41,719	42,213
Debt Issue Cost [Member]
Debt Instrument [Line Items]
Total debt	$ (9,593)	$ (11,876)

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Goodwill and Other Intangible Assets (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2015 USD ($)
Goodwill [Line Items]
Balance at December 31, 2014	$ 56,691
Goodwill from Mexico acquisition	8,956
Currency translation adjustment	(4,750)
Balance at September 30, 2015	60,897
International [Member]
Goodwill [Line Items]
Balance at December 31, 2014	56,691
Currency translation adjustment	(4,316)
Balance at September 30, 2015	52,375
Americas [Member]
Goodwill [Line Items]
Balance at December 31, 2014	0
Goodwill from Mexico acquisition	8,956
Currency translation adjustment	(434)
Balance at September 30, 2015	$ 8,522

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Earnings per Share ("EPS") (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Income from continuing operations	$ 11,882	$ 8,029	$ 44,553	$ 37,824
Income from discontinued operations, net of tax	4,990	4,873	5,579	7,306
Net income	16,872	12,902	50,132	45,130
Less: Net income attibutable to the noncontrolling interests	589	1,741	1,162	3,018
Net income attibutable to Tower International, Inc.	$ 16,283	$ 11,161	$ 48,970	$ 42,112
Basic income per share
Continuing operations (in dollars per share)	$ 0.54	$ 0.3	$ 2.06	$ 1.69
Discontinued operations (in dollars per share)	0.24	0.24	0.26	0.34
Net income attibutable to Tower International, Inc. (in dollars per share)	$ 0.77	$ 0.54	$ 2.32	$ 2.04
Basic weighted average shares outstanding (in shares)	21,107,477	20,733,785	21,087,691	20,632,688
Diluted income per share
Continuing operations (in dollars per share)	$ 0.53	$ 0.29	$ 2.03	$ 1.63
Discontinued operations (in dollars per share)	0.23	0.23	0.26	0.34
Net income attibutable to Tower International, Inc. (in dollars per share)	$ 0.76	$ 0.52	$ 2.29	$ 1.97
Diluted weighted average shares outstanding (in shares)	21,422,859	21,457,369	21,395,797	21,364,800

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Debt (Details 1) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Short-term Debt [Line Items]
Current maturities of debts (excluding capital leases)	$ 34,632	$ 30,065
Current maturities of capital leases	992	1,074
Total	$ 35,624	$ 31,139

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Discontinued Operations and Assets Held for Sale (Details Textual) - USD ($) $ in Thousands	1 Months Ended	9 Months Ended
	Jul. 28, 2015	Sep. 30, 2015	Sep. 30, 2014
Discontinued Operations and Assets Held for Sale [Line Items]
Proceeds from Divestiture of Interest in Joint Venture		$ 9,947	$ 0
Xiangtan [Member]
Discontinued Operations and Assets Held for Sale [Line Items]
Proceeds from Divestiture of Interest in Joint Venture	$ 9,900	9,900
Proceeds from Issuance or Sale of Equity, Total	$ 4,000
Disposal Group, Including Discontinued Operation, Gross Profit (Loss)		$ 4,100

XML

Debt (Tables)

9 Months Ended

Sep. 30, 2015

Debt Disclosure [Abstract]

Schedule of Debt [Table Text Block]

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

	September 30, 2015		December 31, 2014
Term Loan Credit Facility (net of discount of $1,292 and $1,594)	$	416,958	$	445,031
Other foreign subsidiary indebtedness		41,719		42,213
Debt issue costs		(9,593)		(11,876)
Total debt		449,084		475,368
Less: Current maturities (excluding capital leases)		(34,632)		(30,065)
Total long-term debt	$	414,452	$	445,303

Schedule of Short-term Debt [Table Text Block]

Short-term debt consists of the following (in thousands):

	September 30, 2015		December 31, 2014
Current maturities of debts (excluding capital leases)	$	34,632	$	30,065
Current maturities of capital leases		992		1,074
Total	$	35,624	$	31,139

Schedule of Foreign Subsidiary Indebtedness [Table Text Block]

The change in foreign indebtedness from December 31, 2014 to September 30, 2015 is explained by the following (in thousands):

	Europe		Brazil		Total
Balance at December 31, 2014	$	33,470	$	8,743	$	42,213
Maturities of indebtedness		(3,842)		(500)		(4,342)
Change in borrowings on credit facilities, net		9,270		-		9,270
Foreign exchange impact		(2,548)		(2,873)		(5,420)
Balance at September 30, 2015	$	36,350	$	5,370	$	41,720

Schedule of Capital Leased Assets [Table Text Block]

The Company had the following capital lease obligations as of the dates presented (in thousands). These capital lease obligations expire in March 2018.

Capital leases:	September 30, 2015		December 31, 2014
Current maturities of capital leases	$	992	$	1,074
Non-current maturities of capital leases		6,407		7,740
Total capital leases	$	7,399	$	8,814

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Segment Information (Details) - USD ($) $ in Thousands		3 Months Ended			9 Months Ended
		Sep. 30, 2015		Sep. 30, 2014	Sep. 30, 2015		Sep. 30, 2014	Dec. 31, 2014
Segment Reporting Information [Line Items]
Revenues		$ 475,249		$ 497,722	$ 1,462,145		$ 1,565,452
Adjusted EBITDA		43,781		48,631	145,124		155,406
Capital Expenditures		32,814		24,856	69,131		69,129
Total assets		1,202,961	[1]		1,202,961	[1]		$ 1,171,040
International [Member]
Segment Reporting Information [Line Items]
Revenues		168,800		197,130	545,596		646,708
Adjusted EBITDA		13,140		12,249	43,640		49,335
Capital Expenditures		7,772		8,474	17,380		20,161
Total assets	[1]	630,633			630,633
Americas [Member]
Segment Reporting Information [Line Items]
Revenues		306,449		300,592	916,549		918,744
Adjusted EBITDA		30,641		36,382	101,484		106,071
Capital Expenditures		25,042		$ 16,382	51,751		$ 48,968
Total assets	[1]	$ 572,327			$ 572,327

[1] Total assets as of September 30, 2015 in the International segment include assets held for sale

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Debt (Details 3) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Capital leases:
Current maturities of capital leases	$ 992	$ 1,074
Non-current maturities of capital leases	6,407	7,740
Total capital leases	$ 7,399	$ 8,814

XML

Commitments and Contingencies (Details Textual) $ in Millions	Sep. 30, 2015 USD ($)
Other Commitments [Line Items]
Environmental Exit Costs, Costs Accrued to Date	$ 1.7

XML

Subsequent Events (Details Textual) - Subsequent Event [Member]	1 Months Ended
	Oct. 16, 2015 $ / shares
Subsequent Event [Line Items]
Common Stock, Dividends, Per Share, Declared	$ 0.10
Dividends Payable, Date to be Paid	Dec. 10, 2015

XML

Share-Based and Long-Term Compensation (Details)	9 Months Ended
	Sep. 30, 2015 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, Outstanding, Beginning | shares	517,459
Options, Granted | shares	0
Options, Options exercised or RSUs vested | shares	(13,698)
Options, Forfeited | shares	0
Options, Outstanding, Ending | shares	503,761
Options, Weighted Average Exercise Price, Outstanding, Beginning (in dollars per share)	$ 12.15
Options, Weighted Average Exercise Price, Granted (in dollars per share)	0
Options, Weighted Average Exercise Price, Options exercised or RSUs vested (in dollars per share)	11.71
Options, Weighted Average Exercise Price, Forfeited (in dollars per share)	0
Options, Weighted Average Exercise Price, Outstanding, Ending (in dollars per share)	$ 12.17
Restricted Stock Units, Outstanding, Beginning | shares	200,340
Restricted Stock Units, Granted | shares	89,178
Restricted Stock Units, Options exercised or RSUs vested | shares	(99,811)
Restricted Stock Units, Forfeited | shares	(1,675)
Restricted Stock Units, Outstanding, Ending | shares	188,032
Restricted Stock Units, Weighted Average Grant Date Fair Value, Outstanding, Beginning (in dollars per share)	$ 18.51
Restricted Stock Units, Weighted Average Grant Date Fair Value, Granted (in dollars per share)	26.16
Restricted Stock Units, Weighted Average Grant Date Fair Value, Options exercised or RSUs vested (in dollars per share)	15.67
Restricted Stock Units, Weighted Average Grant Date Fair Value, Forfeited (in dollars per share)	25.05
Restricted Stock Units, Weighted Average Grant Date Fair Value, Outstanding, Ending (in dollars per share)	$ 23.59

XML

Commitments and Contingencies

9 Months Ended

Sep. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

Note 18. Commitments and Contingencies

Environmental Matters

The Company owns properties which have been affected by environmental releases. The Company is actively involved in investigation and/or remediation at several of these locations.

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, on an undiscounted basis, 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 September 30, 2015 and December 31, 2014, the Company had $1.7 million accrued for environmental matters.

Contingent Matters

The Company will establish an accrual 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.

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.

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Restructuring and Asset Impairment Charges (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Restructuring Cost and Reserve [Line Items]
Restructuring charges and asset impairments	$ 874	$ 1,392	$ 7,398	$ 7,497
International [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges and asset impairments	143	147	227	423
Americas [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges and asset impairments	$ 731	$ 1,245	$ 7,171	$ 7,074

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Acquisition of Operations in Mexico City, Mexico (Details Textual) - USD ($) $ in Thousands	1 Months Ended	9 Months Ended
	Jul. 24, 2015	Sep. 30, 2015
Business Acquisition [Line Items]
Goodwill, Acquired During Period		$ 8,956
Hamsa [Member]
Business Acquisition [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired	100.00%
Payments to Acquire Businesses, Gross	$ 26,100
Business Acquisition, Transaction Costs	400
Goodwill, Acquired During Period	$ 9,000

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Fair Value of Financial Instruments (Details Textual) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term Debt, Total	$ 449,084	$ 475,368
Long-term Debt, Fair Value	441,200	469,900
Interest Rate Swap [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial Liabilities Fair Value Disclosure	3,800	300
Foreign Currency Exchange Hedge [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure		$ 3,600
Financial Liabilities Fair Value Disclosure	$ 10,800

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Earnings per Share ("EPS") (Tables)

9 Months Ended

Sep. 30, 2015

Earnings Per Share [Abstract]

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

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

	Three Months Ended September 30,				Nine Months Ended Se ptember 30,
	2015		2014		2015		2014
Income from continuing operations	$	11,882	$	8,029	$	44,553	$	37,824
Income from discontinued operations, net of tax		4,990		4,873		5,579		7,306
Net income		16,872		12,902		50,132		45,130
Less: Net income attibutable to the noncontrolling interests		589		1,741		1,162		3,018
Net income attibutable to Tower International, Inc.	$	16,283	$	11,161	$	48,970	$	42,112
Basic income per share
Continuing operations	$	0.54	$	0.30	$	2.06	$	1.69
Discontinued operations		0.24		0.24		0.26		0.34
Net income attibutable to Tower International, Inc.		0.77		0.54		2.32		2.04
Basic weighted average shares outstanding		21,107,477		20,733,785		21,087,691		20,632,688
Diluted income per share
Continuing operations	$	0.53	$	0.29	$	2.03	$	1.63
Discontinued operations		0.23		0.23		0.26		0.34
Net income attibutable to Tower International, Inc.		0.76		0.52		2.29		1.97
Diluted weighted average shares outstanding		21,422,859		21,457,369		21,395,797		21,364,800

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Restructuring and Asset Impairment Charges (Details 2) $ in Thousands	9 Months Ended
	Sep. 30, 2015 USD ($)
Restructuring Cost and Reserve [Line Items]
Balance at December 31, 2014	$ 2,489
Payments	(1,477)
Increase in liability	672
Adjustment	(1,373)
Balance at September 30, 2015	311
International [Member]
Restructuring Cost and Reserve [Line Items]
Balance at December 31, 2014	1,132
Payments	(1,224)
Increase in liability	228
Adjustment	(16)
Balance at September 30, 2015	120
Americas [Member]
Restructuring Cost and Reserve [Line Items]
Balance at December 31, 2014	1,357
Payments	(253)
Increase in liability	444
Adjustment	(1,357)
Balance at September 30, 2015	$ 191

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Stockholders' Equity and Noncontrolling Interests (Details 1) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Jun. 30, 2015	Dec. 31, 2014	Jun. 30, 2014	Dec. 31, 2013
Stockholders' Equity and Noncontrolling Interests [Line Items]
Foreign currency translation adjustments	$ (27,876)	$ (637)	$ (27,876)	$ (637)	$ (16,364)	$ (7,224)	$ 23,649	$ 24,963
Defined benefit plans, net of tax of $13.7 million	(39,690)	(12,833)	(39,690)	(12,833)	(39,690)	(39,690)	(12,833)	(12,833)
Accumulated other comprehensive loss	(67,566)	(13,470)	(67,566)	(13,470)	$ (56,054)	$ (46,914)	$ 10,816	$ 12,247
Other Comprehensive Loss Attributable to Tower, Foreign currency translation adjustments			(20,652)
Other Comprehensive Loss Attributable to Tower, Defined benefit plans, net of tax of $13.7 million			0
Other Comprehensive Loss Attributable to Tower, Accumulated other comprehensive loss	$ (11,512)	$ (24,286)	$ (20,652)	$ (25,717)

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Derivative Financial Instruments (Details 2) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Expense recognized (ineffective portion)	$ 1,006	$ 0	$ 1,280	$ 0
Interest Expense [Member] | Interest Rate Swap [Member]
Expense recognized (ineffective portion)	2,253	0	3,528	0
Interest Expense [Member] | Net Investment Hedging [Member]
Expense recognized (ineffective portion)	$ (1,247)	$ 0	$ (2,248)	$ 0

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Tooling (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Components of Capitalized Tooling Costs [Line Items]
Customer-owned tooling, net	$ 61,546	$ 22,735
Company-owned tooling	26	174
Total tooling, net	$ 61,572	$ 22,909

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New Accounting Pronouncements

9 Months Ended

Sep. 30, 2015

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

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

Note 2. New Accounting Pronouncements

In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30) Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 changes the presentation of debt issuance costs in financial statements. Under the ASU, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, and interim periods beginning after December 15, 2016. Early adoption is allowed, and requires that the guidance be applied retrospectively to all prior periods. The Company has elected to early adopt this guidance. The Company had debt issuance costs, net of amortization, of $9.6 million and $11.9 as of September 30, 2015 and December 31, 2014, respectively. These amounts are reflected in the Condensed Consolidated Balance Sheets as a direct deduction from long-term debt, net of current maturities, rather than as an asset, in accordance with the new guidance.

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Derivative Financial Instruments (Details Textual) € in Millions, $ in Millions	1 Months Ended
	Mar. 13, 2015 USD ($)	Feb. 02, 2015 USD ($)	Jan. 23, 2015 USD ($)	Oct. 17, 2014 USD ($)	Sep. 30, 2015	Jan. 23, 2015 EUR (€)	Dec. 31, 2014	Oct. 17, 2014 EUR (€)
Foreign Currency Exchange Rate, Remeasurement					1.1168		1.2154
Interest Rate Swap [Member]
Derivative, Notional Amount	$ 186.1		$ 200.0	$ 200.0				€ 157.1
Derivative, Forward Exchange Rate	1.0480		1.1265	1.2733		1.1265		1.2733
Derivative, Maturity Date				Apr. 16, 2020
Derivative, Higher Fixed Interest Rate Range	3.70%		3.97%			3.97%
Derivative, Lower Fixed Interest Rate Range	3.40%		3.70%			3.70%
Termination Of Derivative Notional Amount	$ 10.5		$ 21.9
Derivative, Fixed Interest Rate	5.09%		5.09%			5.09%
Interest Rate Swap [Member] | Minimum [Member]
Derivative, Notional Amount | €						€ 157.1
Interest Rate Swap [Member] | Maximum [Member]
Derivative, Notional Amount | €						€ 178.0
Interest Rate Swap [Member] | Term Loan Credit Facility [Member]
Repayments of Long-term Lines of Credit		$ 25.0

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Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Inventory [Line Items]
Raw Materials	$ 39,993	$ 32,237
Work in process	16,734	15,136
Finished goods	22,479	22,402
Total inventory	$ 79,206	$ 69,775

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Discontinued Operations and Assets Held for Sale (Tables)

9 Months Ended

Sep. 30, 2015

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 select financial information of the discontinued operations of the Company’s Chinese joint ventures in its International Segment (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Revenues	$	19,595	$	24,923	$	74,049	$	82,134
Gain from sale of Xiangtan discontinued operation		4,071		-		4,071		-
Income from discontinued operations:
Income before provision for income taxes		5,140		5,346		6,130		8,186
Provision for income taxes		150		473		551		880
Income from discontinued operations	$	4,990	$	4,873	$	5,579	$	7,306

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

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

	September 30, 2015		December 31, 2014
ASSETS
Current assets	$	38,370	$	59,937
Property, plant, and equipment, net		69,395		76,123
Other assets, net		5,345		5,235
Total assets held for sale	$	113,110	$	141,295
LIABILITIES AND EQUITY
Short-term debt and current maturities of
capital lease obligations	$	7,104	$	9,781
Accounts payable		19,573		27,789
Total current liabilities		26,677		37,570
Long-term debt, net of current maturities		1,396		1,515
Other non-current liabilities		19,801		28,622
Total non-current liabilities		21,197		30,137
Total liabilities held for sale	$	47,874	$	67,707

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Inventories (Tables)

9 Months Ended

Sep. 30, 2015

Inventory Disclosure [Abstract]

Schedule of Inventory, Current [Table Text Block]

Inventories consist of the following (in thousands):

	September 30, 2015		December 31, 2014
Raw Materials	$	39,993	$	32,237
Work in process		16,734		15,136
Finished goods		22,479		22,402
Total inventory	$	79,206	$	69,775

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Debt (Details 2) $ in Thousands	9 Months Ended
	Sep. 30, 2015 USD ($)
Foreign Subsidiary Indebtedness [Line Items]
Balance at December 31, 2014	$ 42,213
Maturities of indebtedness	(4,342)
Change in borrowings on credit facilities, net	9,270
Foreign exchange impact	(5,420)
Balance at September 30, 2015	41,720
Europe [Member]
Foreign Subsidiary Indebtedness [Line Items]
Balance at December 31, 2014	33,470
Maturities of indebtedness	(3,842)
Change in borrowings on credit facilities, net	9,270
Foreign exchange impact	(2,548)
Balance at September 30, 2015	36,350
Brazil [Member]
Foreign Subsidiary Indebtedness [Line Items]
Balance at December 31, 2014	8,743
Maturities of indebtedness	(500)
Change in borrowings on credit facilities, net	0
Foreign exchange impact	(2,873)
Balance at September 30, 2015	$ 5,370

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Discontinued Operations and Assets Held for Sale (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Income from discontinued operations:
Income from discontinued operations	$ 4,990	$ 4,873	$ 5,579	$ 7,306
Chinese Joint Ventures [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenues	19,595	$ 24,923	74,049	$ 82,134
Gain from sale of Xiangtan discontinued operation	4,071		4,071
Income from discontinued operations:
Income before provision for income taxes	5,140	$ 5,346	6,130	$ 8,186
Provision for income taxes	150	473	551	880
Income from discontinued operations	$ 4,990	$ 4,873	$ 5,579	$ 7,306

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Tooling (Tables)

9 Months Ended

Sep. 30, 2015

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):

	September 30, 2015		December 31, 2014
Customer-owned tooling, net	$	61,546	$	22,735
Company-owned tooling		26		174
Total tooling, net	$	61,572	$	22,909

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Goodwill and Other Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill [Table Text Block]

The change in the carrying amount of goodwill is set forth below (in thousands):

	International		Americas		Total
Balance at December 31, 2014	$	56,691	$	-	$	56,691
Goodwill from Mexico acquisition				8,956		8,956
Currency translation adjustment		(4,316)		(434)		(4,750)
Balance at September 30, 2015	$	52,375	$	8,522	$	60,897

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Organization and Basis of Presentation

9 Months Ended

Sep. 30, 2015

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 automotive structural metal components and assemblies, primarily serving original equipment manufacturers (“OEMs”), including Ford, Volkswagen Group, Chrysler, Volvo, Nissan, Fiat, Daimler, Toyota, Chery, BMW, and Honda. Products include body structures, assemblies and other chassis structures, and lower vehicle systems and suspension components 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 the United States, Germany, Brazil, Belgium, Slovakia, China, Italy, Poland, Mexico, and the Czech Republic, supported by engineering and sales locations in the United States, Germany, Italy, Brazil, Japan, China, and India.

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 the 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.

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.

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Restructuring and Asset Impairment Charges (Tables)

9 Months Ended

Sep. 30, 2015

Restructuring and Related Activities [Abstract]

Restructuring and Related Costs [Table Text Block]

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
International	$	143	$	147	$	227	$	423
Americas		731		1,245		7,171		7,074
Consolidated	$	874	$	1,392	$	7,398	$	7,497

Schedule of Restructuring Charges and Asset Impairment Charges [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 Se ptember 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Employee termination costs	$	233	$	515	$	672	$	1,465
Other exit costs		641		877		6,726		6,032
Total restructuring expense	$	874	$	1,392	$	7,398	$	7,497

Schedule of Restructuring Liability by Segment [Table Text Block]

The table below summarizes the activity in the restructuring reserve by segment, reflected in accrued liabilities, for the above-mentioned actions through September 30, 2015 (in thousands):

	International		Americas		Consolidated
Balance at December 31, 2014	$	1,132	$	1,357	$	2,489
Payments		(1,224)		(253)		(1,477)
Increase in liability		228		444		672
Adjustment		(16)		(1,357)		(1,373)
Balance at September 30, 2015	$	120	$	191	$	311

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New Accounting Pronouncements (Details Textual) - USD ($) $ in Millions	Sep. 30, 2015	Dec. 31, 2014
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Deferred Finance Costs, Net	$ 9.6	$ 11.9

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Restructuring and Asset Impairment Charges (Details Textual) $ in Thousands	9 Months Ended
	Sep. 30, 2015 USD ($)
Restructuring Cost and Reserve [Line Items]
Payments for Restructuring	$ 1,477
Restructuring Reserve, Period Increase (Decrease)	672
Europe [Member]
Restructuring Cost and Reserve [Line Items]
Payments for Restructuring	1,200
North America [Member]
Restructuring Cost and Reserve [Line Items]
Payments for Restructuring	300
Americas [Member]
Restructuring Cost and Reserve [Line Items]
Payments for Restructuring	253
Restructuring Reserve, Period Increase (Decrease)	444
Americas [Member] | Leasehold Improvements [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve, Period Increase (Decrease)	$ 1,400

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Share-Based and Long-Term Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014	Jul. 28, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number (in shares)	503,761		503,761		517,459
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in shares)			13,698
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number	188,032		188,032		200,340
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Forfeited In Period			1,675
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period			99,811
Common Stock, Par or Stated Value Per Share	$ 0.01		$ 0.01		$ 0.01
Stock Appreciation Rights (SARs) [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Deferred Compensation Arrangement with Individual, Compensation Expense			$ 5.0
Common Stock, Par or Stated Value Per Share	40.59		$ 40.59
Stock Appreciation Rights (SARs) [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Deferred Compensation Arrangement with Individual, Compensation Expense			$ 20.0
Common Stock, Par or Stated Value Per Share	$ 55.58		$ 55.58
Equity Incentive Plan 2010 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in shares)	951,268		951,268
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock or Unit Option Plan Expense	$ 0.0	$ 0.2	$ 0.2	$ 1.0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number (in shares)	503,761		503,761
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in shares)			13,698
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value			$ 0.2
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value	$ 5.8		5.8
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock or Unit Option Plan Expense	0.5	0.9	1.6	2.6
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized	$ 2.4		$ 2.4
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition			21 months
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number	188,032		188,032
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Forfeited In Period			1,675
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period			99,811
Stock Issued During Period, Shares, Stock Options Exercised Net of Offsets for Withholding Taxes (in shares)			342,127
Payments to Acquire Vested Shares			$ 6.5
Vested Shares Acquired to Cover Minimum Withholding Taxes One (in shares)			250,844
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares			493,096
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value			$ 2.6
Performance Award Agreements [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards Granted to Executives Under Performance Award Agreement			approximately 80 executives
Deferred Compensation Share-based Arrangements, Liability	$ 3.0		$ 3.0
Deferred Compensation Arrangement with Individual, Compensation Expense	1.1	$ 0.7	3.2	$ 2.5
Deferred Compensation Share-based Arrangements, Liability, Current	5.0		5.0
Deferred Compensation Share-based Arrangements, Liability, Classified, Noncurrent	3.0		3.0
Deferred Compensation Share-based Arrangements, Liability, Current and Noncurrent	8.0		8.0
Amended And Restated CEO Employment Agreement [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Deferred Compensation Share-based Arrangements, Liability	4.4		4.4
Deferred Compensation Arrangement with Individual, Compensation Expense	0.9		2.8
Deferred Compensation Share-based Arrangements, Liability, Classified, Noncurrent	$ 4.4		$ 4.4
Amended And Restated CEO Employment Agreement [Member] | Retention Bonus [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Deferred Compensation Arrangement with Individual, Cash Award Granted, Amount						$ 3.0
Amended And Restated CEO Employment Agreement [Member] | Transition Bonus [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Deferred Compensation Arrangement with Individual, Cash Award Granted, Amount						$ 3.0

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CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2015		Dec. 31, 2014
ASSETS
Cash and cash equivalents	$ 114,952		$ 148,561
Accounts receivable, net of allowance of $1,323 and $1,181	293,367		230,377
Inventories (Note 4)	79,206		69,775
Deferred tax asset - current	7,453		6,900
Assets held for sale (Note 5)	113,110		141,295
Prepaid tooling, notes receivable, and other	76,147		41,986
Total current assets	684,235		638,894
Property, plant, and equipment, net	435,634		451,126
Goodwill (Note 7)	60,897		56,691
Investment in joint venture	7,711		7,752
Deferred tax asset - non-current	3,572		3,608
Other assets, net	10,912		12,969
Total assets	1,202,961	[1]	1,171,040
LIABILITIES AND EQUITY
Short-term debt and current maturities of capital lease obligations (Note 9)	35,624		31,139
Accounts payable	305,403		257,011
Accrued liabilities	111,221		105,772
Liabilities held for sale (Note 5)	47,874		67,707
Total current liabilities	500,122		461,629
Long-term debt, net of current maturities (Note 9)	414,452		445,303
Obligations under capital leases, net of current maturities (Note 9)	6,407		7,740
Deferred tax liability - non-current	13,368		12,972
Pension liability (Note 12)	58,320		68,637
Other non-current liabilities	87,124		74,981
Total non-current liabilities	579,671		609,633
Total liabilities	$ 1,079,793		$ 1,071,262
Commitments and contingencies (Note 18)
Tower International, Inc.'s stockholders' equity
Preferred stock, $0.01 par value, 50,000,000 authorized and 0 issued and outstanding	$ 0		$ 0
Common stock, $0.01 par value, 350,000,000 authorized, 22,000,197 issued and 21,107,987 outstanding at September 30, 2015 and 21,393,592 issued and 20,752,226 outstanding at December 31, 2014	220		214
Additional paid in capital	337,312		335,338
Treasury stock, at cost, 892,210 and 641,366 shares as of September 30, 2015 and December 31, 2014	(16,067)		(9,516)
Accumulated deficit	(187,001)		(235,971)
Accumulated other comprehensive loss (Note 13)	(67,566)		(46,914)
Total Tower International, Inc.'s stockholders' equity	66,898		43,151
Noncontrolling interests in subsidiaries (Note 13)	56,270		56,627
Total stockholders' equity	123,168		99,778
Total liabilities and stockholders' equity	$ 1,202,961		$ 1,171,040

[1] Total assets as of September 30, 2015 in the International segment include assets held for sale

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Discontinued Operations and Assets Held for Sale (Details 1) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
ASSETS
Current assets	$ 38,370	$ 59,937
Property, plant, and equipment, net	69,395	76,123
Other assets, net	5,345	5,235
Total assets held for sale	113,110	141,295
LIABILITIES AND EQUITY
Short-term debt and current maturities of capital lease obligations	7,104	9,781
Accounts payable	19,573	27,789
Total current liabilities	26,677	37,570
Long-term debt, net of current maturities	1,396	1,515
Other non-current liabilities	19,801	28,622
Total non-current liabilities	21,197	30,137
Total liabilities held for sale	$ 47,874	$ 67,707

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME / (LOSS) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Foreign currency translation adjustment, tax	$ 0	$ 0	$ 0	$ 0
Unrealized gain / (loss) on qualifying cash flow hedge, tax	$ 0	$ 0	$ 0	$ 0

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Derivative Financial Instruments (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Other Noncurrent Liabilities [Member] | Interest Rate Swap [Member]
Derivative Liability	$ 3,829	$ 301
Other Noncurrent Liabilities [Member] | Net Investment Hedging [Member]
Derivative Liability	10,793	0
Other Assets [Member] | Interest Rate Swap [Member]
Derivative Asset	0	0
Other Assets [Member] | Net Investment Hedging [Member]
Derivative Asset	$ 0	$ 3,642

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Retirement Plans (Tables)

9 Months Ended

Sep. 30, 2015

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				Three Months Ended
	September 30,				September 30,
	2015		2014		2015		2014
Service cost	$	8	$	7	$	2	$	2
Interest cost		2,375		2,720		160		175
Expected return on plan assets(a)		(3,087)		(3,254)		-		-
Prior service cost amortization		(24)		(24)		33		33
Net periodic benefit cost (income)	$	(728)	$	(551)	$	195	$	210

	Pension Benefits				Other Benefits
	Nine Months Ended				Nine Months Ended
	September 30,				September 30,
	2015		2014		2015		2014
Service cost	$	24	$	23	$	6	$	6
Interest cost		7,125		8,200		480		525
Expected return on plan assets(a)		(9,261)		(9,758)		-		-
Prior service cost amortization		(72)		(72)		99		99
Net periodic benefit cost (income)	$	(2,184)	$	(1,607)	$	585	$	630

(a) Expected rate of return on plan assets is 7.40% for 2015 and was 7.40% for 2014

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Retirement Plans (Details Textual) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2015	Sep. 30, 2014
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Return on Assets		7.40%	7.40%
Defined Benefit Plan, Expected Contributions in Current Fiscal Year		$ 9.6
Pension Contributions	$ 3.3	8.1
Defined Contribution Plan, Employer Discretionary Contribution Amount	$ 1.4	$ 4.0

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Share-Based and Long-Term Compensation

9 Months Ended

Sep. 30, 2015

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

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

Note 15. Share-Based and Long-Term Compensation

Share-Based Compensation 

2010 Equity Incentive Plan (“the Plan”)

The Company adopted an equity incentive plan in connection with its 2010 initial public offering that allows for the grant 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 Plan are determined by the Board of Directors and/or its Compensation Committee.

On April 25, 2014, the Plan was amended and restated. The number of shares of common stock available for issuance pursuant to new awards under the 2010 Equity Incentive Plan was reduced, subject to provisions in the Plan that allow for the re-issuance of certain shares, including forfeited shares, shares repurchased by the Company, and certain other shares, as defined by the Plan. At September 30, 2015, there were 951,268 shares available for future grants of options and other types of awards under the Plan.

 

The following table summarizes the Company’s award activity during the nine months ended September 30, 2015:

	Options				Restricted Stock Units
							Weighted Average
			Weighted Average				Grant Date Fair
	Shares		Exercise Price		Shares		Value
December 31, 2014		517,459	$	12.15		200,340	$	18.51
Granted		-		-		89,178		26.16
Options exercised or RSUs vested		(13,698)		11.71		(99,811)		15.67
Forfeited		-		-		(1,675)		25.05
September 30, 2015		503,761	$	12.17		188,032	$	23.59

Stock Options

The exercise price of each stock option equals the market price of the Company’s common stock on the grant date. Compensation expense is recorded at the grant date fair value 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. The Company has not granted any options since June 2012.

The Company calculates the weighted average grant date fair value of each option granted using a Black-Scholes valuation model. During the three and nine months ended September 30, 2015, the Company recognized an expense relating to the options of $0 million and $0.2 million, respectively. During the three and nine months ended September 30, 2014, the Company recognized an expense relating to the options of $0.2 million and $1 million, respectively. The Company did not recognize any tax benefit related to the compensation expense during any of the periods presented. As of September 30, 2015, all of the expense associated with granted stock options had been fully recognized.

 

As of September 30, 2015, the Company had an aggregate of 503,761 stock options that had been granted and were exercisable, but had not yet been exercised. These options had a remaining average contractual life of approximately seven years and an aggregate intrinsic value of $5.8 million. During the nine months ended September 30, 2015, 13,698 options were exercised, which had an aggregate intrinsic value of $0.2 million. During the nine months ended September 30, 2015, no stock options expired or 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 its date of grant. Compensation expense is recorded at the grant date fair value, less an estimated forfeiture amount, and is recognized on a straight-line basis over the applicable vesting periods. The Company’s RSUs generally vest over a three year period.

During the three and nine months ended September 30, 2015, the Company recognized an expense of $0.5 million and $1.6 million, respectively, relating to the RSUs. During the three and nine months ended September 30, 2014, the Company recognized an expense of $0.9 million and $2.6 million, respectively, relating to the RSUs. The Company did not recognize any tax benefit related to this compensation expense. As of September 30, 2015, the Company had $2.4 million of unrecognized compensation expense associated with these RSUs, which will be amortized on a straight-line basis over the next 21 months, on a weighted average basis. 

 

As of September 30, 2015, the Company had an aggregate of 188,032 RSUs that had been granted, but had not yet vested. During the nine months ended September 30, 2015, 1,675 RSUs were forfeited.

 

During the first nine months of 2015, a total of 99,811 RSUs vested, resulting in the issuance of 99,811 shares. The fair value of these shares was $2.6 million. Additionally, 493,096 shares that vested on December 31, 2014 were issued in January 2015. This total was reduced by shares repurchased to provide payment for certain individuals’ minimum statutory withholding tax. The Company paid $6.5 million to acquire 250,844 vested shares to cover the minimum statutory withholding taxes. After offsets for withholding taxes, a net total of 342,127 shares of common stock were issued.

 

Long-Term Compensation

Amended and Restated CEO Employment Agreement

On July 28, 2014, Mark M. Malcolm, the Company’s President and Chief Executive Officer, entered into an amended and restated employment agreement (the “Agreement”), by which Mr. Malcolm’s employment was extended through December 31, 2016 (the “Retirement Date”). The Agreement provides for a $3 million transition bonus, for the successful delivery to Tower’s board of directors of a comprehensive chief executive officer succession and transition plan, and a $3 million retention bonus. These bonus awards, if earned, will be paid in cash on January 16, 2017, and fall under the guidance of FASB ASC No. 450, “Contingencies”. Per ASC No. 450, a liability should be recorded when a future event is both probable and the amount of the commitment is reasonably estimable.

The Agreement also provides for a stock appreciation bonus payable in cash or shares of common stock, as determined by the Company, if certain price targets related to the per share closing price of the Company’s common stock are achieved during the term of the Agreement. The minimum price of the Company’s common stock per share needed to achieve the bonus is $40.59 per share which would result in a payment of $5 million. The maximum bonus of $20 million would be achieved if the share price of the Company’s common stock exceeded $55.58 per share.

 

This stock appreciation bonus falls under the scope of FASB ASC No. 718, “Compensation – Stock Compensation“, because it is a share-based payment transaction in which the Company acquires Mr. Malcolm’s services by incurring a liability to Mr. Malcolm and because the amount of the award is based upon the price of the Company’s common stock. The Company utilizes the assistance of a third party valuation firm to perform a valuation of the award at the end of each quarterly reporting period which is used to adjust the current and future expense based on changes in the fair value of the obligation, accordingly.

The retention bonus and stock appreciation bonus awards are also subject to payment upon a change in control or termination of employment, if certain criteria are met. The transition bonus would not be paid upon a change in control that is consummated prior to the Retirement Date, but is subject to payment upon a termination of employment, if certain conditions are met. Each of these bonus awards are being accrued and expensed ratably through the Retirement Date.

During the three and nine months ended September 30, 2015, the Company recorded an expense related to these awards of $0.9 million and $2.8 million, respectively. At September 30, 2015, the Company had a liability of $4.4 million related to these awards. This liability is presented in the Condensed Consolidated Balance Sheets as other non-current liabilities.

 

Performance Award Agreements  

Under the provisions of the 2010 Equity Incentive Plan, the Company granted certain awards pursuant to Performance Award Agreements to approximately 80 executives on March 5, 2013. Additional awards were granted on March 6, 2014 and March 6, 2015. These awards were designed to provide the executives with 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. If certain performance conditions are met, the awards granted on March 5, 2013 will be paid after December 31, 2015, the awards granted on March 6, 2014 will be paid after December 31, 2016, and the awards granted on March 6, 2015 will be paid after December 31, 2017. These awards are also subject to payment upon a change in control or termination of employment, if certain criteria are met. One half of the awards will be based upon the Company's Adjusted EPS Growth Rate, which is defined as the Company’s cumulative Adjusted EPS for the performance period of the awards, stated in terms of a percentage growth rate. The performance period of the awards granted on March 5, 2013, is January 1, 2013 through December 31, 2015, the performance period of the awards granted on March 6, 2014, is January 1, 2014 through December 31, 2016, and the performance period of the awards granted on March 6, 2015, is January 1, 2015 through December 31, 2017. The Company's EPS 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 other half of the awards will be based upon the Company's percentile ranking of total shareholder return, compared to a peer group of companies, for the performance period. These awards represent unfunded, unsecured obligations of the Company.

During the three and nine months ended September 30, 2015, the Company recorded expense related to these awards of $1.1 million and $3.2 million, respectively. During the three and nine months ended September 30, 2014, the Company recorded expense related to these awards of $0.7 million and $2.5 million, respectively. At September 30, 2015, the Company had a liability of $8.0 million related to these awards. $5.0 million of this liability is payable in April 2016 and presented as other current liabilities in the Condensed Consolidated Balance Sheet, while the remaining $3.0 million of this liability is presented as other non-current liabilities in the Condensed Consolidated Balance Sheet.

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Stockholders' Equity and Noncontrolling Interests (Tables)

9 Months Ended

Sep. 30, 2015

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 equity attributable to the noncontrolling interests (“NCI”) (in thousands):

	Nine Months Ended September 30,
	2015						2014
	Tower		NCI		Total		Tower		NCI		Total
Stockholders' equity beginning balance	$	43,151	$	56,627	$	99,778	$	74,375	$	62,494	$	136,869
Net income		48,970		1,162		50,132		42,112		3,018		45,130
Other comprehensive income /(loss)
Foreign currency translation adjustments		(20,652)		(1,519)		(22,171)		(25,600)		(735)		(26,335)
Unrealized loss on qualifying cash flow hedge, net		-		-		-		(117)		-		(117)
Total Comprehensive income / (loss)		28,318		(357)		27,961		16,395		2,283		18,678
Vesting of RSUs		6		-		6		3		-		3
Treasury stock		(6,551)		-		(6,551)		(922)		-		(922)
Share based compensation expense		1,814		-		1,814		3,566		-		3,566
Proceeds from stock options exercised		160		-		160		2,608		-		2,608
Noncontrolling interest dividends		-		-		-		-		(2,529)		(2,529)
Stockholders' equity ending balance	$	66,898	$	56,270	$	123,168	$	96,025	$	62,248	$	158,273

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 September 30,		As of December 31,
	2015		2014		Change
Foreign currency translation adjustments	$	(27,876)	$	(7,224)	$	(20,652)
Defined benefit plans, net of tax of $13.7 million		(39,690)		(39,690)		-
Accumulated other comprehensive loss	$	(67,566)	$	(46,914)	$	(20,652)

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 (in thousands) for the three months ended September 30, 2015:

			Foreign Currency
	Defined Benefit		Translation
	Plan, Net		Adjustments		Total
Balance at June 30, 2015	$	(39,690)	$	(16,364)	$	(56,054)
Other comprehensive income before		-		(11,512)		(11,512)
Amounts reclassified from accumulated other				-		-
comprehensive income				-		-
Net current-period other comprehensive income		-		(11,512)		(11,512)
Balance at September 30, 2015	$	(39,690)	$	(27,876)	$	(67,566)

The following table presents the changes in accumulated other comprehensive loss by component (in thousands) for the three months ended September 30, 2014:

			Foreign Currency
	Defined Benefit		Translation
	Plan, Net		Adjustments		Total
Balance at June 30, 2014	$	(12,833)	$	23,649	$	10,816
Other comprehensive loss before reclassification		-		(24,286)		(24,286)
Amounts reclassified from accumulated other				-		-
comprehensive income				-		-
Net current-period other comprehensive loss		-		(24,286)		(24,286)
Balance at September 30, 2014	$	(12,833)	$	(637)	$	(13,470)

The following table presents the changes in accumulated other comprehensive loss by component (in thousands) for the nine months ended September 30, 2015:

			Foreign Currency
	Defined Benefit		Translation
	Plan, Net		Adjustments		Total
Balance at December 31, 2014	$	(39,690)	$	(7,224)	$	(46,914)
Other comprehensive loss before reclassification		-		(20,652)		(20,652)
Amounts reclassified from accumulated other				-		-
comprehensive income				-		-
Net current-period other comprehensive loss		-		(20,652)		(20,652)
Balance at September 30, 2015	$	(39,690)	$	(27,876)	$	(67,566)

The following table presents the changes in accumulated other comprehensive income / (loss) by component (in thousands) for the nine months ended September 30, 2014:

	Unrealized Gains on				Foreign Currency
	Qualifying Cash		Defined Benefit		Translation
	Flow Hedge		Plan, Net		Adjustments		Total
Balance at December 31, 2013	$	117	$	(12,833)	$	24,963	$	12,247
Other comprehensive loss before reclassification		(117)		-		(25,600)		(25,717)
Amounts reclassified from accumulated other comprehensive income		-		-		-		-
Net current-period other comprehensive loss		(117)		-		(25,600)		(25,717)
Balance at September 30, 2014	$	-	$	(12,833)	$	(637)	$	(13,470)

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Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2015

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

Note 17. Fair Value of Financial Instruments

FASB ASC No. 820, Fair Value Measurements, defines 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 (i.e. the exit price). The exit price is based upon 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. The Company generally determines fair value based upon 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, the Company 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 upon market data, referred to as observable inputs, and the Company’s 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 estimates and assumptions that reflect those that market participants would use.

At September 30, 2015, the carrying value and estimated fair value of the Company’s total debt excluding capital leases and debt issue costs, was $449.1 million and $441.2 million, respectively. At December 31, 2014, the carrying value and estimated fair value of the Company’s total debt was $475.3 million and $469.9 million, respectively. The majority of the Company’s debt at September 30, 2015 and December 31, 2014 was comprised of the Term Loan Credit Facility, which can be traded between financial institutions. Accordingly, this debt has been classified as Level 2. The fair value was determined based upon quoted values. The remainder of the Company’s debt, primarily consisting of foreign subsidiary indebtedness, is asset-backed and is classified as Level 3. As this debt carries variable rates and minimal credit risk, the book values approximate the fair values.

The Company has foreign currency exchange hedges and an interest rate swap that were measured at fair value on a recurring basis at September 30, 2015 and December 31, 2014. These instruments are recorded in other assets, net or other non-current liabilities in the Company’s Condensed Consolidated Balance Sheets and the fair value is measured using Level 2 observable inputs such as foreign currency exchange rates, swap rates, cross currency basis swap spreads and interest rate spreads. At September 30, 2015, the foreign currency exchange hedge (net investment hedge of our European subsidiaries) and the interest rate swap (not designated for hedge accounting) had liability fair values of $10.8 million and $3.8 million, respectively. At December 31, 2014, the foreign currency exchange hedge (net investment hedge of our European subsidiaries) and the interest rate swap (not designated for hedge accounting) had asset fair value of $3.6 million and liability fair value of $0.3 million, respectively

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

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Stockholders' Equity and Noncontrolling Interests (Details 2) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Stockholders' Equity and Noncontrolling Interests [Line Items]
Unrealized Gains on Qualifying Cash Flow Hedge, Beginning Balance				$ 117
Unrealized Gains on Qualifying Cash Flow Hedge, Other comprehensive income / (loss) before reclassification				(117)
Unrealized Gains on Qualifying Cash Flow Hedge, Amounts reclassified from accumulated other comprehensive income / (loss)				0
Unrealized Gains on Qualifying Cash Flow Hedge, Net current-period other comprehensive loss				(117)
Unrealized Gains on Qualifying Cash Flow Hedge, Ending balance		$ 0		0
Defined Benefit Plan, Net, Beginning Balance	$ (39,690)	(12,833)	$ (39,690)	(12,833)
Defined Benefit Plan, Net, Other comprehensive income / (loss) before reclassification	0	0	0	0
Defined Benefit Plan, Net, Amounts reclassified from accumulated other comprehensive income / (loss)		0		0
Defined Benefit Plan, Net, Net current-period other comprehensive income (loss)	0	0	0	0
Defined Benefit Plan, Net, Ending balance	(39,690)	(12,833)	(39,690)	(12,833)
Foreign Currency Translation Adjustments, Beginning Balance	(16,364)	23,649	(7,224)	24,963
Foreign Currency Translation Adjustments, Other comprehensive income / (loss) before reclassification	(11,512)	(24,286)	(20,652)	(25,600)
Foreign Currency Translation Adjustments, Amounts reclassified from accumulated other comprehensive income / (loss)	0	0	0	0
Foreign Currency Translation Adjustments, Net current-period other comprehensive income (loss)	(11,512)	(24,286)	(20,652)	(25,600)
Foreign Currency Translation Adjustments, Ending balance	(27,876)	(637)	(27,876)	(637)
Beginning Balance	(56,054)	10,816	(46,914)	12,247
Other comprehensive income before reclassification	(11,512)	(24,286)	(20,652)	(25,717)
Amounts reclassified from accumulated other comprehensive income / (loss)	0	0	0	0
Net current-period other comprehensive income (loss)	(11,512)	(24,286)	(20,652)	(25,717)
Ending balance	$ (67,566)	$ (13,470)	$ (67,566)	$ (13,470)

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
OPERATING ACTIVITIES:
Net income	$ 50,132	$ 45,130
Less: Income from discontinued operations, net of tax	5,579	7,306
Income from continuing operations	44,553	37,824
Adjustments required to reconcile income from continuing operations to net cash provided by continuing operating activities:
Premium on notes redemption and other fees	0	87
Deferred income tax provision	(238)	214
Depreciation and amortization	59,693	66,549
Non-cash share-based compensation	1,814	3,566
Pension income, net of contributions	(10,267)	(12,916)
Change in working capital and other operating items	(57,245)	(61,083)
Net cash provided by continuing operating activities	38,310	34,241
INVESTING ACTIVITIES:
Cash disbursed for purchases of property, plant, and equipment, net	(59,818)	(62,346)
Proceeds from disposal of joint venture	9,947	0
Investment in joint venture	0	(760)
Acquisition, net of cash	(21,740)	0
Net cash used in continuing investing activities	(71,611)	(63,106)
FINANCING ACTIVITIES:
Proceeds from borrowings	97,462	97,091
Repayments of borrowings	(96,457)	(115,688)
(Repayments)/borrowings on Term Loan Credit Facility	(25,000)	33,145
Debt financing costs	0	(2,561)
Proceeds from termination of cross currency swaps	32,377	0
Secondary stock offering transaction costs	0	(75)
Proceeds from stock options exercised	160	2,608
Purchase of treasury stock	(6,551)	(922)
Noncontrolling interest dividends	0	(2,529)
Net cash provided by continuing financing activities	1,991	11,069
Discontinued operations:
Net cash from discontinued operating activities	19,530	7,496
Net cash from discontinued investing activities	(5,573)	5,999
Net cash from discontinued financing activities	(12,537)	(806)
Net cash from discontinued operations	1,420	12,689
Effect of exchange rate changes on continuing cash and cash equivalents	(3,719)	(3,346)
NET CHANGE IN CASH AND CASH EQUIVALENTS	(33,609)	(8,453)
CASH AND CASH EQUIVALENTS:
Beginning of period	148,561	134,880
End of period	114,952	126,427
Supplemental Cash Flow Information:
Interest paid, net of amounts capitalized	15,688	22,594
Income taxes paid	4,281	6,287
Non-cash Investing Activities:
Capital expenditures in liabilities for purchases of property, plant, and equipment	$ 14,066	$ 10,585

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Allowance for accounts receivable (in dollars)	$ 1,323	$ 1,181
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
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	22,000,197	21,393,592
Common stock, shares outstanding	21,107,987	20,752,226
Treasury stock, shares	892,210	641,366

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Derivative Financial Instruments

9 Months Ended

Sep. 30, 2015

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities Disclosure [Text Block]

Note 10. Derivative Financial Instruments

The Company’s derivative financial instruments include interest rate and cross currency swaps. The Company does not enter into derivative financial instruments for trading or speculative purposes. On an on-going basis, the Company monitors counterparty credit ratings. The Company considers credit non-performance risk to be low because the Company enters into agreements with commercial institutions that have at least an S&P, or equivalent, investment grade credit rating. On October 17, 2014, the Company entered into a $200 million variable rate to fixed rate interest rate swap for a portion of the Company’s Term Loan and a €157.1 million cross currency swap based on the U.S. dollar / Euro exchange spot rate of $1.2733 which was the prevailing rate at the time of the transaction. The maturity date for both swap instruments was April 16, 2020.

On January 23, 2015, the Company terminated the cross currency swap entered into on October 17, 2014 and received $21.9 million in cash proceeds. The Company then entered into a new cross currency swap to hedge its net investment in Europe (U.S. dollar / Euro exchange spot rate was $1.1265). The Euro notional amount was increased from €157.1 million to €178 million and the interest rate was lowered from 3.97% to 3.70% per annum. The U.S. dollar notional amount of $200 million, the 5.09% interest rate per annum, and the maturity date remained the same. Using the proceeds received from the swap termination transaction, the Company paid $25 million on its Term Loan Credit Facility on February 2, 2015.

On March 13, 2015, the Company terminated the cross currency swap entered into on January 23, 2015 and received $10.5 million in cash proceeds. The Company then entered into a new cross currency swap to hedge its net investment in Europe (U.S. dollar / Euro exchange spot rate was $1.0480). The Euro notional amount remained the same but the interest rate was lowered from 3.70% to 3.40% per annum. The U.S. dollar notional amount was lowered to $186.1 million, but the 5.09% per annum and the maturity date remained the same.

At September 30, 2015 and December 31, 2014, the U.S. dollar / Euro exchange spot rate was $1.1168 and $1.2154, respectively. The following amounts were recorded in the Condensed Consolidated Balance Sheets as being receivable from or payable to counterparties under FASB ASC No. 815, Derivatives and Hedging (in thousands) at September 30, 2015 and December 31, 2014:

Assets	Location	September 30, 2015		December 31, 2014
Net investment hedge	Other assets, net	$	-	$	3,642
Interest rate swap	Other assets, net		-		-
Liabilities
Net investment hedge	Other non-current liabilities	$	10,793	$	-
Interest rate swap	Other non-current liabilities		3,829		301

All derivative instruments are recorded at fair value. Effectiveness for net investment and cash flow hedges is initially assessed at the inception of the hedging relationship and on a quarterly basis thereafter. To the extent that derivative instruments are deemed to be effective, changes in the fair value of derivatives are recognized in the Condensed Consolidated Balance Sheets as accumulated other comprehensive income (“AOCI”), and to the extent they are ineffective or were not designated as part of a hedge transaction, they are recorded in the Condensed Consolidated Statements of Operations as interest expense, net. The cross currency swap qualifies as a net investment hedge of the Company’s European subsidiaries and is accounted for under FASB ASC No. 815. The interest rate swap was not designated as part of a hedge transaction; therefore all changes in fair value are recognized in the Condensed Consolidated Statements of Operations as interest expense, net.

The following table presents deferred gains reported in AOCI at September 30, 2015 and December 31, 2014 (in thousands):

	Deferred gain in AOCI
	September 30,		December 31,
	2015		2014
Net investment hedge	$	24,789	$	9,094
Total	$	24,789	$	9,094

Derivative instruments held during the period resulted in the following expense recorded (ineffective portion) in interest expense (in thousands):

	Expense recognized (ineffective portion)				Expense recognized (ineffective portion)
	Three Months Ended September 30				Nine Months Ended September 30
	2015		2014		2015		2014
Net investment hedge	$	(1,247)	$	-	$	(2,248)	$	-
Interest rate swap		2,253		-		3,528		-
Total	$	1,006	$	-	$	1,280	$	-

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Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Oct. 27, 2015
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	Large Accelerated Filer
Trading Symbol	TOWR
Entity Common Stock, Shares Outstanding		21,107,987
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2015
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2015

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Income Taxes

9 Months Ended

Sep. 30, 2015

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

Note 11. Income Taxes

During the three months and nine months ended September 30, 2015, the income tax expense of $1.6 million and $6 million was primarily attributable to certain profitable foreign entities. The tax expense on U.S. quarterly profit was $0.1 million for alternative minimum tax expense. The Company did not record deferred income tax expense on 2015 U.S. profit because the utilization of deferred tax assets, primarily net operating losses, released an associated U.S. valuation allowance. During the three and nine months ended September 30, 2014, the income tax expense of $1.6 million and $7.1 million was primarily attributable to certain profitable foreign entities.

The Company continually evaluates its net deferred tax asset positions and the necessity of establishing or removing valuation allowances in all jurisdictions. The Company records valuation allowances when a history of cumulative losses exists and there is significant uncertainty related to the future realization of the deferred tax assets. In certain foreign jurisdictions, such as Brazil and the Netherlands, the Company’s cumulative history of operating losses does not allow it to satisfy the “more likely than not” criterion for recognition of deferred tax assets. Therefore, the Company will maintain full valuation allowances against its net deferred tax assets in these countries until sufficient positive evidence exists to reduce or eliminate the valuation allowances.

As of September 30, 2015, the Company maintained a U.S. valuation allowance against U.S. deferred tax assets. In evaluating the need for the U.S. valuation allowance, the Company reviewed both positive and negative evidence and placed greater reliance on objective historical evidence than on more subjective estimates of future profitability. The Company also adjusted historical profits and losses for one-time events and tax planning in order to estimate future sustainable profitability. These nonrecurring adjustments included items such as the 2013 debt refinancing, the first quarter 2015 hedge gains recorded directly into AOCI, and the impact of restructuring loan agreements with our foreign affiliates. After making these adjustments, as of September 30, 2015, the Company’s U.S. operations were still in a three year cumulative loss. The Company believes that the three year cumulative tests should not be the sole determinate of the need for a valuation allowance. Given the historic volatility of U.S. automotive suppliers’ profits, the Company believes that obtaining sustained profitability over a reasonable period of time is also critical in determining whether a valuation allowance should be released. If the Company achieves forecasted levels of profits throughout 2015 and the U.S. automotive market retains its current momentum, it is probable that the Company will release up to $80 million of the valuation allowances against its U.S. deferred tax assets in the fourth quarter of 2015.

During 2013, Cerberus, at the time the Company’s principal stockholder, sold its ownership in the Company. The sale constituted an ownership change under Section 382 of the Internal Revenue Code. Under Section 382, the amount of U.S. net operating losses generated before the ownership change that can be utilized after the change is limited. Notwithstanding the Section 382 limitation, we do not anticipate paying any material cash income taxes in the U.S. until 2018 or 2019.

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Revenues	$ 475,249	$ 497,722	$ 1,462,145	$ 1,565,452
Cost of sales	422,436	444,785	1,290,522	1,389,377
Gross profit	52,813	52,937	171,623	176,075
Selling, general, and administrative expenses	32,232	34,223	95,560	99,934
Amortization expense (Note 7)	249	220	249	1,544
Restructuring and asset impairment charges, net (Note 8)	874	1,392	7,398	7,497
Operating income	19,458	17,102	68,416	67,100
Interest expense	6,324	7,325	18,175	21,830
Interest income	167	131	393	396
Other expense	0	0	0	87
Income before provision for income taxes and equity in profit/(loss) of joint venture	13,301	9,908	50,634	45,579
Provision for income taxes (Note 11)	1,562	1,634	6,035	7,129
Equity in profit/(loss) of joint venture, net of tax	143	(245)	(46)	(626)
Income from continuing operations	11,882	8,029	44,553	37,824
Income from discontinued operations, net of tax (Note 5)	4,990	4,873	5,579	7,306
Net income	16,872	12,902	50,132	45,130
Less: Net income attributable to the noncontrolling interests	589	1,741	1,162	3,018
Net income attributable to Tower International, Inc.	$ 16,283	$ 11,161	$ 48,970	$ 42,112
Weighted average basic shares outstanding (in shares)	21,107,477	20,733,785	21,087,691	20,632,688
Weighted average diluted shares outstanding (in shares)	21,422,859	21,457,369	21,395,797	21,364,800
Basic income per share attributable to Tower International, Inc.:
Income per share from continuing operations (Note 14) (in dollars per share)	$ 0.54	$ 0.3	$ 2.06	$ 1.69
Income per share from discontinued operations (Note 14) (in dollars per share)	0.24	0.24	0.26	0.34
Income per share (Note 14) (in dollars per share)	0.77	0.54	2.32	2.04
Diluted income per share attributable to Tower International, Inc.:
Income per share from continuing operations (Note 14) (in dollars per share)	0.53	0.29	2.03	1.63
Income per share from discontinued operations (Note 14) (in dollars per share)	0.23	0.23	0.26	0.34
Income per share (Note 14) (in dollars per share)	$ 0.76	$ 0.52	$ 2.29	$ 1.97

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Discontinued Operations and Assets Held for Sale

9 Months Ended

Sep. 30, 2015

Discontinued Operations and Disposal Groups [Abstract]

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

Note 5. Discontinued Operations and Assets Held for Sale

During the fourth quarter of 2014, the Company’s Board of Directors approved a plan to sell the Company’s equity interest in its Changchun Tower Golden Ring Automotive Products Co., Ltd. (“TGR”), Xiangtan DIT Automotive Products Co., Ltd. (“Xiangtan”), and Ningbo DIT Automotive Products Co. Ltd. (“Ningbo”) joint ventures. At September 30, 2015 and December 31, 2014, TGR and Xiangtan were considered held for sale in accordance with FASB ASC No. 360, Property, Plant, and Equipment, and presented as discontinued operations in the Condensed Consolidated Financial Statements, in accordance with FASB ASC No. 205, Discontinued Operations (prior to amendments issued on April 10, 2014). The Company’s investment in the Ningbo joint venture is accounted for under the equity method and therefore does not qualify for held for sale treatment and does not fall under the scope of FASB ASC No. 205.

The following table discloses select financial information of the discontinued operations of the Company’s Chinese joint ventures in its International Segment (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Revenues	$	19,595	$	24,923	$	74,049	$	82,134
Gain from sale of Xiangtan discontinued operation		4,071		-		4,071		-
Income from discontinued operations:
Income before provision for income taxes		5,140		5,346		6,130		8,186
Provision for income taxes		150		473		551		880
Income from discontinued operations	$	4,990	$	4,873	$	5,579	$	7,306

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

	September 30, 2015		December 31, 2014
ASSETS
Current assets	$	38,370	$	59,937
Property, plant, and equipment, net		69,395		76,123
Other assets, net		5,345		5,235
Total assets held for sale	$	113,110	$	141,295
LIABILITIES AND EQUITY
Short-term debt and current maturities of
capital lease obligations	$	7,104	$	9,781
Accounts payable		19,573		27,789
Total current liabilities		26,677		37,570
Long-term debt, net of current maturities		1,396		1,515
Other non-current liabilities		19,801		28,622
Total non-current liabilities		21,197		30,137
Total liabilities held for sale	$	47,874	$	67,707

On July 28, 2015, the Company entered into an agreement to sell Xiangtan to Xiangtan Ditong Automotive Industrial Machinery Co., Limited, our joint venture partner in the Xiangtan operations.  The sale agreement provided for the repayment of $9.9 million of the Company’s shareholder loans to the joint venture, and the purchase of the Company’s equity in the joint venture for $4 million, which results in a total sales price in excess of the current carrying value of the net assets of Xiangtan; therefore a gain on the sale of $4.1 million was recorded in the period ended September 30, 2015. During the third quarter of 2015, proceeds of $9.9 million were received by the Company under the agreement.

Assets and liabilities held for sale are included in the Condensed Consolidated Balance Sheets as either current assets or current liabilities.

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Inventories

9 Months Ended

Sep. 30, 2015

Inventory Disclosure [Abstract]

Inventory Disclosure [Text Block]

Note 4. Inventories

Inventories are stated at the lower of cost or market. Cost is determined by the first-in, first-out method. Maintenance, repair, and non-productive inventory, which are considered consumables, are expensed when acquired and included in the Condensed Consolidated Statements of Operations as cost of sales. Inventories consist of the following (in thousands):

	September 30, 2015		December 31, 2014
Raw Materials	$	39,993	$	32,237
Work in process		16,734		15,136
Finished goods		22,479		22,402
Total inventory	$	79,206	$	69,775

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Segment Information

9 Months Ended

Sep. 30, 2015

Segment Reporting [Abstract]

Segment Reporting Disclosure [Text Block]

Note 16. 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 its 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, margins, 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, China, North America, and South America. These operating segments are aggregated into two reportable segments. The International segment consists of Europe and China while the Americas segment consists of North America 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 select data for each of the Company’s reportable segments (in thousands):

	International		Americas		Total
Three Months Ended September 30, 2015
Revenues	$	168,800	$	306,449	$	475,249
Adjusted EBITDA		13,140		30,641		43,781
Capital expenditures		7,772		25,042		32,814
Total assets (a)		630,633		572,327		1,202,960
Three Months Ended September 30, 2014
Revenues	$	197,130	$	300,592	$	497,722
Adjusted EBITDA		12,249		36,382		48,631
Capital expenditures		8,474		16,382		24,856
Nine Months Ended September 30, 2015
Revenues	$	545,596	$	916,549	$	1,462,145
Adjusted EBITDA		43,640		101,484		145,124
Capital expenditures		17,380		51,751		69,131
Nine Months Ended September 30, 2014
Revenues	$	646,708	$	918,744	$	1,565,452
Adjusted EBITDA		49,335		106,071		155,406
Capital expenditures		20,161		48,968		69,129

(a) Total assets as of September 30, 2015 in the International segment include assets held for sale

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 before provision for income taxes and equity in profit / (loss) of joint venture (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Adjusted EBITDA	$	43,781	$	48,631	$	145,124	$	155,406
Restructuring		(874)		(1,392)		(7,398)		(7,497)
Depreciation and amortization		(20,049)		(20,951)		(59,693)		(66,549)
Acquisition costs and other		(530)		(101)		(747)		(312)
Long-term compensation expense		(2,870)		(3,076)		(8,870)		(7,939)
Commercial settlement related to 2010-13 scrap		-		(6,009)				(6,009)
Interest expense, net		(6,157)		(7,194)		(17,782)		(21,434)
Other (expense)		-		-		-		(87)
Net income before provision for income taxes and equity in loss of joint venture	$	13,301	$	9,908	$	50,634	$	45,579

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Retirement Plans

9 Months Ended

Sep. 30, 2015

Compensation and Retirement Disclosure [Abstract]

Pension and Other Postretirement Benefits Disclosure [Text Block]

Note 12. Retirement Plans

The Company sponsors a pension and various other postretirement benefit plans for its employees. 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				Three Months Ended
	September 30,				September 30,
	2015		2014		2015		2014
Service cost	$	8	$	7	$	2	$	2
Interest cost		2,375		2,720		160		175
Expected return on plan assets(a)		(3,087)		(3,254)		-		-
Prior service cost amortization		(24)		(24)		33		33
Net periodic benefit cost (income)	$	(728)	$	(551)	$	195	$	210

	Pension Benefits				Other Benefits
	Nine Months Ended				Nine Months Ended
	September 30,				September 30,
	2015		2014		2015		2014
Service cost	$	24	$	23	$	6	$	6
Interest cost		7,125		8,200		480		525
Expected return on plan assets(a)		(9,261)		(9,758)		-		-
Prior service cost amortization		(72)		(72)		99		99
Net periodic benefit cost (income)	$	(2,184)	$	(1,607)	$	585	$	630

(a) Expected rate of return on plan assets is 7.40% for 2015 and was 7.40% for 2014

The Company expects its minimum pension funding requirements to be $9.6 million during 2015. The Company made contributions of $3.3 million and $8.1 million to the Pension Plan during the three and nine months ended September 30, 2015.

 

Additionally, the Company contributed $1.4 million and $4.0 million to its defined contribution retirement plans during the three and nine months ended September 30, 2015.

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Restructuring and Asset Impairment Charges

9 Months Ended

Sep. 30, 2015

Restructuring and Related Activities [Abstract]

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

Note 8. Restructuring and Asset Impairment Charges

As of September 30, 2015, 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 remaining 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 segments include the following (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
International	$	143	$	147	$	227	$	423
Americas		731		1,245		7,171		7,074
Consolidated	$	874	$	1,392	$	7,398	$	7,497

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 Se ptember 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Employee termination costs	$	233	$	515	$	672	$	1,465
Other exit costs		641		877		6,726		6,032
Total restructuring expense	$	874	$	1,392	$	7,398	$	7,497

The charges incurred during the nine months ended September 30, 2015 and 2014 related primarily to the following actions:

2015 Actions

During the three and nine months ended September 30, 2015, the charges incurred in the Americas segment related to a liability established to reflect a change in estimated future rents on a previously closed facility, ongoing maintenance expense of facilities closed as a result of prior actions and severance charges to reduce fixed costs. The charges incurred in the International segment related to severance charges to reduce fixed costs and a revision of a previous estimate.

2014 Actions

During the three and nine months ended September 30, 2014, the charges incurred in the Americas segment related to the buyout of a lease on a previously closed facility, ongoing maintenance expense of facilities closed as a result of prior actions, and severance charges to reduce fixed costs. The charges incurred in the International segment related to severance charges in Europe to reduce fixed costs.

Restructuring Reserve

The table below summarizes the activity in the restructuring reserve by segment, reflected in accrued liabilities, for the above-mentioned actions through September 30, 2015 (in thousands):

	International		Americas		Consolidated
Balance at December 31, 2014	$	1,132	$	1,357	$	2,489
Payments		(1,224)		(253)		(1,477)
Increase in liability		228		444		672
Adjustment		(16)		(1,357)		(1,373)
Balance at September 30, 2015	$	120	$	191	$	311

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 restructuring reserve set forth in the table above does not agree with the restructuring charges for the period, as certain items are expensed as incurred related to the actions described.

The restructuring reserve decreased during the first nine months ended September 30, 2015, reflecting primarily payments of other exit costs related to prior accruals offset partially by accruals for severance and adjustment of other exit costs related to prior accruals for the Americas.

During the nine months ended September 30, 2015, the Company incurred payments related to prior accruals in Europe of $1.2 million and in North America of $0.3 million. In addition, the Americas restructuring reserve was reduced by $1.4 million to reflect that certain lease obligations, on a previously closed facility, are no longer required.

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Derivative Financial Instruments (Details 1) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Net investment hedge	$ 24,789	$ 9,094
Net Investment Hedging [Member]
Net investment hedge	$ 24,789	$ 9,094

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Tooling

9 Months Ended

Sep. 30, 2015

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

Preproduction Costs Related To Long Term Supply Arrangements Disclosures [Text Block]

Note 6. 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 noncancellable 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 related to tools the Company has the contractual right to use during the life of the supply arrangement, which are capitalized and amortized over the life of the related product program. Customer-owned tooling is included in the Condensed Consolidated Balance Sheets in prepaid tooling, notes receivable, and other, while company-owned and other tooling is included in other assets, net.

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

	September 30, 2015		December 31, 2014
Customer-owned tooling, net	$	61,546	$	22,735
Company-owned tooling		26		174
Total tooling, net	$	61,572	$	22,909

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.

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Goodwill and Other Intangible Assets

9 Months Ended

Sep. 30, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure [Text Block]

Note 7. Goodwill and Other Intangible Assets

Goodwill

The change in the carrying amount of goodwill is set forth below (in thousands):

	International		Americas		Total
Balance at December 31, 2014	$	56,691	$	-	$	56,691
Goodwill from Mexico acquisition				8,956		8,956
Currency translation adjustment		(4,316)		(434)		(4,750)
Balance at September 30, 2015	$	52,375	$	8,522	$	60,897

In the Americas segment goodwill of $9 million was recorded during the third quarter of 2015, which represents the cost in excess of the net assets acquired related to the Hamsa acquisition in Mexico.

Intangibles

The Company had certain intangible assets that were related to customer relationships in Europe and Brazil. The intangible assets in Europe and Brazil had definite lives and were amortized on a straight-line basis over the estimated lives of the related assets, which approximated the recognition of related revenues. Intangible assets are recorded in the Condensed Consolidated Balance Sheets as other assets, net. These intangible assets became fully amortized during the third quarter of 2014 and as such, no further amortization expense related to these intangibles will be incurred beyond 2014. The Company incurred amortization expense of $0.2 million and $1.5 million, respectively, for the three and nine months ended September 30, 2014.

 

In the Americas segment an intangible asset of $3.6 million that is related to customer relationships was recorded during the third quarter of 2015, as part of the Hamsa acquisition in Mexico. This intangible asset has a definite life and will be amortized on a straight-line basis over the estimated lives of the related asset, which approximates the recognition of related revenues. The Company incurred amortization expense of $0.2 million for the three months ended September 30, 2015.

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Debt

9 Months Ended

Sep. 30, 2015

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

Note 9. Debt

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

	September 30, 2015		December 31, 2014
Term Loan Credit Facility (net of discount of $1,292 and $1,594)	$	416,958	$	445,031
Other foreign subsidiary indebtedness		41,719		42,213
Debt issue costs		(9,593)		(11,876)
Total debt		449,084		475,368
Less: Current maturities (excluding capital leases)		(34,632)		(30,065)
Total long-term debt	$	414,452	$	445,303

Short-term debt consists of the following (in thousands):

	September 30, 2015		December 31, 2014
Current maturities of debts (excluding capital leases)	$	34,632	$	30,065
Current maturities of capital leases		992		1,074
Total	$	35,624	$	31,139

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”).

On January 31, 2014, the Company further amended its previous Term Loan Credit Agreement by entering into the Second Refinancing Term Loan Amendment and Additional Term Loan Amendment (“Second Term Loan Amendment”), pursuant to which, among other things, the outstanding term loans under the Term Loan Credit Agreement were refinanced in full and additional term loans in an aggregate principal amount of approximately $33 million (the “Additional Term Loans”) were disbursed, resulting in an increase in cash and cash equivalents. After giving effect to the disbursement of the Additional Term Loans, there are term loans (the “Term Loans”) in the aggregate principal amount of $450 million outstanding under the Term Loan Credit Agreement. The maturity date of the Term Loan Credit Facility remains April 23, 2020 and the Term Loans bear interest at (i) an alternate base rate (the “Alternate Base Rate”) (which is the highest of the Prime Rate, the Federal Funds Effective Rate plus 0.50% and the Adjusted LIBO Rate (as each such term is defined in the Term Loan Credit Agreement) for a one month interest period plus 1.00%) plus a margin of 2.00% or (ii) the Adjusted LIBOR Rate (calculated by multiplying the applicable LIBOR rate by a statutory reserve rate, with a floor of 1.00%) plus a margin of 3.00%. The Term Loan Credit Agreement 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 Term Loan Borrower’s obligations under the Term Loan Credit Facility are guaranteed by the Company on an unsecured basis and guaranteed by Term Loan Holdco and certain of the Company's other direct and indirect domestic subsidiaries on a secured basis (the “Subsidiary Guarantors”). The Term Loan Credit Facility is secured (i) by a first priority security interest in certain assets of the Term Loan Borrower 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 Term Loan Borrower 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 Revolving Credit Facility described below.

The Term Loan Credit Agreement includes customary covenants applicable to certain of the Company’s subsidiaries and includes customary events of default and amounts due there under may be accelerated upon the occurrence of an event of default.

On February 2, 2015, the Company paid $25 million on its Term Loan Credit Facility. In connection with this prepayment, the Company accelerated the amortization of the original issue discount and the associated debt issue costs by $0.4 million in the first quarter of 2015.

As of September 30, 2015, the outstanding principal balance of the Term Loan Credit Facility was $417.0 million (net of a remaining $1.3 million original issue discount) and the effective interest rate was 4.00% per annum.

Amended Revolving Credit Facility  

On September 17, 2014, the Company entered into a Third Amended and Restated Revolving Credit and Guaranty Agreement (“Third Amended Revolving Credit Facility Agreement”), by and among Tower Automotive Holdings USA, LLC (the “Borrower”), the Company, Tower Automotive Holdings I, LLC, Tower Automotive Holdings II(a), LLC, Tower Automotive Holdings II(b), LLC, the subsidiary guarantors named therein, the 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 Third Amended Revolving Credit Facility Agreement amended and restated, in its entirety, the Second Amended Revolving Credit and Guaranty Facility Agreement, dated as of June 19, 2013, by and among the Borrower, its domestic affiliate and domestic subsidiary guarantors named therein, and the lenders party thereto, and the Agent.

The Third Amended Revolving Credit Facility Agreement provides for a cash flow revolving credit facility (the “Amended Revolving Credit Facility”) in the aggregate amount of up to $200 million. The Third 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 the Third Amended Revolving Credit Facility Agreement is subject to an overall cap, on any date, of $200 million. The Company may request the issuance of Letters of Credit denominated in Dollars or Euros. The expiration date for the Amended Revolving Credit Facility is September 17, 2019.

Advances under the Amended Revolving Credit Facility bear interest at an alternate base rate plus a base rate margin or LIBOR plus a Eurodollar margin. The applicable margins are determined by the Company’s Total Net Leverage Ratio (as defined in the Third Amended Revolving Credit Facility Agreement). The applicable margin for the base rate based borrowings as of September 30, 2015 was 1.25%. The applicable margin for the LIBOR based borrowings as of September 30, 2015 was 2.25%. The Company will pay a commitment fee at a rate equal to 0.50% per annum on the average daily unused total revolving credit commitment.

The Amended Revolving Credit Facility is guaranteed by the Company on an unsecured basis and is guaranteed by certain of the Company’s other direct and indirect domestic subsidiaries on a secured basis. The Amended Revolving Credit Facility is secured (i) by a first priority security interest in certain assets of the Borrower and the Subsidiary Guarantors, including accounts, inventory, chattel paper, 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 Borrower and the Subsidiary Guarantors. 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 Revolving Credit Security Agreement dated as of September 17, 2014, among the Borrower, the guarantors party thereto, and the Agent.

The Third 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 there under may be accelerated upon the occurrence of an event of default.

As of September 30, 2015, there was $190.2 million of borrowing availability under the Amended Revolving Credit Facility, of which no borrowings were outstanding and $9.8 million of letters of credit were outstanding.

Letter of Credit Facility

On June 13, 2011, the Company entered into a 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 there under, 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 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). The Company amended the Letter of Credit Facility Agreement to reduce the Letter of Credit Facility on multiple occasions. In addition, on June 13, 2014, the Company amended the Letter of Credit Facility Agreement to increase the Letter of Credit Facility from $8.5 million to $8.7 million and reduce the per annum fee to 7.5%.

The Letter of Credit Facility matured on September 20, 2014 and the Company did not renew this facility.

Other Foreign Subsidiary Indebtedness

As of September 30, 2015, other foreign subsidiary indebtedness of $41.7 million consisted primarily of receivables factoring in Europe of $20.5 million, other indebtedness in Europe of $15.8 million, and borrowings in Brazil of $5.4 million.

The change in foreign indebtedness from December 31, 2014 to September 30, 2015 is explained by the following (in thousands):

	Europe		Brazil		Total
Balance at December 31, 2014	$	33,470	$	8,743	$	42,213
Maturities of indebtedness		(3,842)		(500)		(4,342)
Change in borrowings on credit facilities, net		9,270		-		9,270
Foreign exchange impact		(2,548)		(2,873)		(5,420)
Balance at September 30, 2015	$	36,350	$	5,370	$	41,720

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 September 30, 2015, the receivables factoring facilities balance available to the Company was $20.5 million (€18.4 million), of which the entire amount was drawn. These 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 2.50% to 3.00%. The effective annual interest rates as of September 30, 2015 ranged from 2.46% to 2.96%, with a weighted average interest rate of 2.71% per annum. Any receivable factoring under these facilities is with recourse and is secured by the accounts receivable factored. These receivable 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 September 30, 2015, the secured lines of credit balance available to the Company was $11.2 million (€10.0 million), of which $7.2 million (€6.5 million) was outstanding. The facility bears an interest rate based on the EURIBOR plus a spread of 2.40% and had a maturity date of October 2015. The effective annual interest rate as of September 30, 2015 was 2.29% per annum. The facility is secured by certain accounts receivable related to customer funded tooling, real estate, and other assets, and are subject to negotiated prepayments upon the receipt of funds from completed customer projects.

As of September 30, 2015, the Company’s European subsidiaries had borrowings of $8.6 million (€7.7 million), which had an annual interest rate of 6.25% and a maturity date of November 2017. This term loan is secured by certain machinery and equipment.

As of September 30, 2015, the Company’s European subsidiaries had an asset-based revolving credit facility balance available to the Company of $31.0 million, of which no borrowings were outstanding. This facility bears an interest rate based upon the three month LIBOR plus a spread of 4.00% and has a maturity date of October 2017. Availability on the credit facility is determined based upon the appraised value of certain machinery, equipment, and real estate, subject to a borrowing base availability limitation and customary covenants.

Brazil

As of September 30, 2015, the Company’s Brazilian subsidiary had borrowings of $5.4 million (R$21.3 million), which had annual interest rates ranging from 3.00% to 8.70% and maturity dates ranging from February 2018 to July 2022. As of September 30, 2015, the weighted average interest rate on the borrowings in Brazil was 6.36% per annum. The loans are provided through bilateral agreements with two local banks and are secured by certain fixed and current assets. Periodic interest and principal payments are required.

Covenants

As of September 30, 2015, the Company was in compliance with the financial covenants that govern its credit agreements.

Capital Leases 

The Company had the following capital lease obligations as of the dates presented (in thousands). These capital lease obligations expire in March 2018.

Capital leases:	September 30, 2015		December 31, 2014
Current maturities of capital leases	$	992	$	1,074
Non-current maturities of capital leases		6,407		7,740
Total capital leases	$	7,399	$	8,814

Debt Issue Costs

The Company had debt issuance costs, net of amortization, of $9.6 million and $11.9 million as of September 30, 2015 and December 31, 2014, respectively. These amounts are reflected in the Condensed Consolidated Balance Sheets as a direct deduction from long-term debt, net of current maturities, rather than as an asset, in accordance with ASU No. 2015-03.

The Company incurred interest expense related to the amortization of debt issue costs of $0.5 million and $1.9 million during the three and nine months ended September 30, 2015, respectively. The Company incurred interest expense related to the amortization of debt issue costs of $0.5 million and $1.5 million during the three and nine months ended September 30, 2014, respectively.

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Retirement Plans (Details) - USD ($) $ in Thousands	3 Months Ended				9 Months Ended
	Sep. 30, 2015		Sep. 30, 2014		Sep. 30, 2015	Sep. 30, 2014
Pension Plan, Defined Benefit [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 8		$ 7		$ 24	$ 23
Interest cost	2,375		2,720		7,125	8,200
Expected return on plan assets	(3,087)	[1]	(3,254)	[1]	(9,261)	(9,758)
Prior service cost amortization	(24)		(24)		(72)	(72)
Net periodic benefit cost/(income)	(728)		(551)		(2,184)	(1,607)
Other Postretirement Benefit Plan, Defined Benefit [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	2		2		6	6
Interest cost	160		175		480	525
Expected return on plan assets	0	[1]	0	[1]	0	0
Prior service cost amortization	33		33		99	99
Net periodic benefit cost/(income)	$ 195		$ 210		$ 585	$ 630

[1] Expected rate of return on plan assets is 7.40% for 2015 and was 7.40% for 2014

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Stockholders' Equity and Noncontrolling Interests (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Stockholders' Equity and Noncontrolling Interests [Line Items]
Stockholders' equity beginning balance			$ 99,778	$ 136,869
Net income	$ 16,872	$ 12,902	50,132	45,130
Other comprehensive income /(loss)
Foreign currency translation adjustments	(13,002)	(23,594)	(22,171)	(26,335)
Unrealized loss on qualifying cash flow hedge, net	0	0	0	(117)
Total Comprehensive income / (loss)	3,870	(10,692)	27,961	18,678
Vesting of RSUs			6	3
Treasury stock			(6,551)	(922)
Share based compensation expense			1,814	3,566
Proceeds from stock options exercised			160	2,608
Noncontrolling interest dividends			0	(2,529)
Stockholders' equity ending balance	123,168	158,273	123,168	158,273
Tower International [Member]
Stockholders' Equity and Noncontrolling Interests [Line Items]
Stockholders' equity beginning balance			43,151	74,375
Net income			48,970	42,112
Other comprehensive income /(loss)
Foreign currency translation adjustments			(20,652)	(25,600)
Unrealized loss on qualifying cash flow hedge, net			0	(117)
Total Comprehensive income / (loss)			28,318	16,395
Vesting of RSUs			6	3
Treasury stock			(6,551)	(922)
Share based compensation expense			1,814	3,566
Proceeds from stock options exercised			160	2,608
Noncontrolling interest dividends			0	0
Stockholders' equity ending balance	66,898	96,025	66,898	96,025
Noncontrolling Interest [Member]
Stockholders' Equity and Noncontrolling Interests [Line Items]
Stockholders' equity beginning balance			56,627	62,494
Net income			1,162	3,018
Other comprehensive income /(loss)
Foreign currency translation adjustments			(1,519)	(735)
Unrealized loss on qualifying cash flow hedge, net			0	0
Total Comprehensive income / (loss)			(357)	2,283
Vesting of RSUs			0	0
Treasury stock			0	0
Share based compensation expense			0	0
Proceeds from stock options exercised			0	0
Noncontrolling interest dividends			0	(2,529)
Stockholders' equity ending balance	$ 56,270	$ 62,248	$ 56,270	$ 62,248

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Income Taxes (Details Textual) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Income Taxes [Line Items]
Deferred Tax Assets, Valuation Allowance	$ 80,000		$ 80,000
Income Tax Expense (Benefit)	$ 1,562	$ 1,634	6,035	$ 7,129
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Amount			$ 100

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Derivative Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2015

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block]

The following amounts were recorded in the Condensed Consolidated Balance Sheets as being receivable from or payable to counterparties under FASB ASC No. 815, Derivatives and Hedging (in thousands) at September 30, 2015 and December 31, 2014:

Assets	Location	September 30, 2015		December 31, 2014
Net investment hedge	Other assets, net	$	-	$	3,642
Interest rate swap	Other assets, net		-		-
Liabilities
Net investment hedge	Other non-current liabilities	$	10,793	$	-
Interest rate swap	Other non-current liabilities		3,829		301

Derivative Instruments, Gain (Loss) [Table Text Block]

The following table presents deferred gains reported in AOCI at September 30, 2015 and December 31, 2014 (in thousands):

	Deferred gain in AOCI
	September 30,		December 31,
	2015		2014
Net investment hedge	$	24,789	$	9,094
Total	$	24,789	$	9,094

Derivative instruments held during the period resulted in the following expense recorded (ineffective portion) in interest expense (in thousands):

	Expense recognized (ineffective portion)				Expense recognized (ineffective portion)
	Three Months Ended September 30				Nine Months Ended September 30
	2015		2014		2015		2014
Net investment hedge	$	(1,247)	$	-	$	(2,248)	$	-
Interest rate swap		2,253		-		3,528		-
Total	$	1,006	$	-	$	1,280	$	-

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Restructuring and Asset Impairment Charges (Details 1) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Restructuring Cost and Reserve [Line Items]
Employee termination costs	$ 233	$ 515	$ 672	$ 1,465
Other exit costs	641	877	6,726	6,032
Total restructuring expense	$ 874	$ 1,392	$ 7,398	$ 7,497

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Earnings per Share ("EPS")

9 Months Ended

Sep. 30, 2015

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

Note 14. 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.

The Company included the effects of all dilutive shares for the three and nine months ended September 30, 2015 and 2014.

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

	Three Months Ended September 30,				Nine Months Ended Se ptember 30,
	2015		2014		2015		2014
Income from continuing operations	$	11,882	$	8,029	$	44,553	$	37,824
Income from discontinued operations, net of tax		4,990		4,873		5,579		7,306
Net income		16,872		12,902		50,132		45,130
Less: Net income attibutable to the noncontrolling interests		589		1,741		1,162		3,018
Net income attibutable to Tower International, Inc.	$	16,283	$	11,161	$	48,970	$	42,112
Basic income per share
Continuing operations	$	0.54	$	0.30	$	2.06	$	1.69
Discontinued operations		0.24		0.24		0.26		0.34
Net income attibutable to Tower International, Inc.		0.77		0.54		2.32		2.04
Basic weighted average shares outstanding		21,107,477		20,733,785		21,087,691		20,632,688
Diluted income per share
Continuing operations	$	0.53	$	0.29	$	2.03	$	1.63
Discontinued operations		0.23		0.23		0.26		0.34
Net income attibutable to Tower International, Inc.		0.76		0.52		2.29		1.97
Diluted weighted average shares outstanding		21,422,859		21,457,369		21,395,797		21,364,800

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Subsequent Events

9 Months Ended

Sep. 30, 2015

Subsequent Events [Abstract]

Subsequent Events [Text Block]

Note 19. Subsequent Events

On October 16, 2015, our Board of Directors declared a regular quarterly dividend of $0.10 per common share, which is scheduled to be paid on December 10, 2015 to shareholders of record as of close of business on November 10, 2015. The payment of future quarterly dividends is subject to the discretion of our Board of Directors and depends on various factors, including our net earnings, financial condition, cash requirements, future prospects, and other factors that our Board of Directors deems relevant to its analysis and decision making.

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Goodwill and Other Intangible Assets (Details Textual) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Finite-Lived Intangible Assets [Line Items]
Amortization Of Intangible Assets	$ 249	$ 220	$ 249	$ 1,544
Goodwill, Acquired During Period			8,956
Americas [Member]
Finite-Lived Intangible Assets [Line Items]
Goodwill, Acquired During Period			8,956
Americas [Member] | Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived Intangible Assets Acquired			3,600
Americas [Member] | Hamsa Acquisition [Member]
Finite-Lived Intangible Assets [Line Items]
Goodwill, Acquired During Period			$ 9,000

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Acquisition of Operations in Mexico City, Mexico (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2015 USD ($)
Assets Acquired
Goodwill	$ 8,956
Xiangtan [Member]
Assets Acquired
Current assets	13,939
Property, plant and equipment, net	5,589
Intangibles	3,640
Other non-current assets	115
Total assets acquired	23,283
Liabilities assumed	(10,499)
Net assets acquired	12,784
Total cash to seller	26,110
Less: cash on hand	(4,370)
Purchase price, net	21,740
Less: Net assets acquired	12,784
Goodwill	$ 8,956

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME / (LOSS) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Net income	$ 16,872	$ 12,902	$ 50,132	$ 45,130
Other comprehensive loss, net of tax:
Foreign currency translation adjustments (net of tax of $0 million)	(13,002)	(23,594)	(22,171)	(26,335)
Unrealized loss on qualifying cash flow hedge (net of tax of $0 million)	0	0	0	(117)
Other comprehensive loss	(13,002)	(23,594)	(22,171)	(26,452)
Comprehensive income/(loss)	3,870	(10,692)	27,961	18,678
Less: Comprehensive (loss)/income attributable to noncontrolling interests	(902)	2,433	(357)	2,283
Comprehensive income/(loss) attributable to Tower International, Inc.	$ 4,772	$ (13,125)	$ 28,318	$ 16,395

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Acquisition of Operations in Mexico City, Mexico

9 Months Ended

Sep. 30, 2015

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

Note 3. Acquisition of Operations in Mexico City, Mexico

On July 24, 2015, a subsidiary of the Company acquired 100% of the issued and outstanding shares of Herrajes y Acabados Metálicos, S.A. de C.V. (“Hamsa”). The acquisition, which continues the expansion of our Mexican operations, was accounted for as a purchase under the acquisition method in accordance with FASB ASC No. 805, Business Combinations. The total purchase price was approximately $26.1 million, which does not include direct acquisition costs of approximately $0.4 million. The acquisition was recorded by allocating the purchase price to the assets acquired, including identifiable intangible assets and liabilities assumed, based on their estimated fair values at the date of acquisition. There was goodwill of $9 million recorded in connection with the acquisition. Supplemental pro forma disclosures are not included as the amounts are deemed immaterial.

The preliminary allocation of the purchase price for the acquisition was made to the following major opening balance sheet categories (in thousands):

Assets Acquired
Current assets	$	13,939
Property, plant and equipment, net		5,589
Intangibles		3,640
Other non-current assets		115
Total assets acquired		23,283
Liabilities assumed		(10,499)
Net assets acquired	$	12,784
Total cash to seller	$	26,110
Less: cash on hand		(4,370)
Purchase price, net		21,740
Less: Net assets acquired		12,784
Goodwill	$	8,956

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Debt (Details Textual) € in Thousands, $ in Thousands, BRL in Millions		1 Months Ended	3 Months Ended			9 Months Ended
	Jun. 13, 2011 USD ($)	Jan. 31, 2014 USD ($)	Sep. 30, 2015 USD ($)	Mar. 31, 2015 USD ($)	Sep. 30, 2014 USD ($)	Sep. 30, 2015 USD ($)	Sep. 30, 2014 USD ($)	Sep. 30, 2015 EUR (€)	Sep. 30, 2015 BRL	Feb. 02, 2015 USD ($)	Dec. 31, 2014 USD ($)	Jun. 13, 2014 USD ($)
Debt [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity			$ 200,000			$ 200,000
Long-term Line of Credit			1,292			1,292					$ 1,594
Interest Expenses, Related to Amortization of Debt Issue Cost			500		$ 500	1,900	$ 1,500
Long-term Debt			449,084			449,084					475,368
Payments of Debt Issuance Costs				$ 400
Deferred Finance Costs, Net			9,600			9,600					11,900
Term Loans [Member]
Debt [Line Items]
Debt Instrument, Interest Rate Terms		Term Loans bear interest at (i) an alternate base rate (the Alternate Base Rate) (which is the highest of the Prime Rate, the Federal Funds Effective Rate plus 0.50% and the Adjusted LIBO Rate (as each such term is defined in the Term Loan Credit Agreement) for a one month interest period plus 1.00%) plus a margin of 2.00% or (ii) the Adjusted LIBOR Rate (calculated by multiplying the applicable LIBOR rate by a statutory reserve rate, with a floor of 1.00%) plus a margin of 3.00%.
Long-term Debt, Gross		$ 450,000
Debt Instrument, Redemption, Description		The Term Loan Credit Agreement 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 Holdcos pro forma Total Net Leverage Ratio (as defined in the Term Loan Credit Agreement) does not exceed 2.00:1.00.
Additional Term Loan [Member]
Debt [Line Items]
Long-term Debt, Gross		$ 33,000
Term Loan Credit Facility [Member]
Debt [Line Items]
Debt Instrument, Initial Term Loan										$ 25,000
Debt Instrument, Unamortized Discount			1,300			1,300
Long-term Debt			$ 416,958			$ 416,958					$ 445,031
Debt Instrument, Interest Rate, Basis for Effective Rate			4.00%			4.00%		4.00%	4.00%
Brazil Subsidiary [Member]
Debt [Line Items]
Long-term Debt			$ 5,400			$ 5,400			BRL 21.3
Debt, Weighted Average Interest Rate			6.36%			6.36%		6.36%	6.36%
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Minimum						3.00%
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Maximum						8.70%
Debt Instrument, Maturity Date Range, Start						Feb. 28, 2018
Debt Instrument, Maturity Date Range, End						Jul. 31, 2022
Europe [Member]
Debt [Line Items]
Line of Credit Facility, Current Borrowing Capacity			$ 31,000			$ 31,000
Line of Credit Facility, Expiration Date						Oct. 31, 2017
Debt, Weighted Average Interest Rate			2.71%			2.71%		2.71%	2.71%
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Minimum						2.46%
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Maximum						2.96%
Debt Instrument, Interest Rate Terms						an interest rate based upon the three month LIBOR plus a spread of 4.00%
Europe [Member] | Term Loans [Member]
Debt [Line Items]
Long-term Line of Credit			$ 8,600			$ 8,600		€ 302,015,000
Line of Credit Facility, Expiration Date						Nov. 30, 2017
Debt Instrument, Interest Rate, Basis for Effective Rate			6.25%			6.25%		6.25%	6.25%
Other Europe Subsidiary [Member]
Debt [Line Items]
Long-term Debt			$ 41,700			$ 41,700
Europe Subsidiary [Member]
Debt [Line Items]
Long-term Debt			15,800			15,800
Amended ABL [Member]
Debt [Line Items]
Line of Credit Facility, Current Borrowing Capacity			190,200			190,200
Long-term Line of Credit			9,800			9,800
Letter of Credit [Member]
Debt [Line Items]
Line of Credit Facility, Current Borrowing Capacity	$ 38,000											$ 8,700
Line of Credit Facility, Future Increase in Borrowing Limit	$ 44,500
Line of Credit Facility, Expiration Date	Sep. 20, 2014
Line of Credit Facility, Before Amended Borrowing Capacity												$ 8,500
Debt Instrument, Interest Rate, Basis for Effective Rate												7.50%
Factoring Finance [Member] | Europe [Member]
Debt [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity			20,500			$ 20,500		€ 18,400
Debt Instrument, Interest Rate Terms						interest rates based on the average three month EURIBOR plus a spread ranging from 2.50% to 3.00%.
Factoring Finance [Member] | Europe Subsidiary [Member]
Debt [Line Items]
Long-term Debt			20,500			$ 20,500
Secured Line of Credit [Member] | Europe [Member]
Debt [Line Items]
Line of Credit Facility, Current Borrowing Capacity			11,200			11,200		3,000
Long-term Line of Credit			$ 7,200			$ 7,200		€ 2,460
Debt Instrument, Interest Rate, Basis for Effective Rate			2.29%			2.29%		2.29%	2.29%
Debt Instrument, Interest Rate Terms						an interest rate based on the EURIBOR plus a spread of 2.40% and had maturity date of October 2015.
Third Amended Revolving Credit Facility [Member]
Debt [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity			$ 50,000			$ 50,000
Line of Credit Facility, Alternate Base Rate Interest, Description						Advances under the Amended Revolving Credit Facility bear interest at an alternate base rate plus a base rate margin or LIBOR plus a Eurodollar margin. The applicable margins are determined by the Companys Total Net Leverage Ratio (as defined in the Third Amended Revolving Credit Facility Agreement). The applicable margin for the base rate based borrowings as of September 30, 2015 was 1.25%. The applicable margin for the LIBOR based borrowings as of September 30, 2015 was 2.25%. The Company will pay a commitment fee at a rate equal to 0.50% per annum on the average daily unused total revolving credit commitment.
Line of Credit Facility, Expiration Date						Sep. 17, 2019

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Stockholders' Equity and Noncontrolling Interests (Details Textual) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Stockholders' Equity and Noncontrolling Interests [Line Items]
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Noncontrolling Interest	$ 46.8	$ 52.9

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Acquisition of Operations in Mexico City, Mexico (Tables)

9 Months Ended

Sep. 30, 2015

Business Combinations [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

The preliminary allocation of the purchase price for the acquisition was made to the following major opening balance sheet categories (in thousands):

Assets Acquired
Current assets	$	13,939
Property, plant and equipment, net		5,589
Intangibles		3,640
Other non-current assets		115
Total assets acquired		23,283
Liabilities assumed		(10,499)
Net assets acquired	$	12,784
Total cash to seller	$	26,110
Less: cash on hand		(4,370)
Purchase price, net		21,740
Less: Net assets acquired		12,784
Goodwill	$	8,956

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Segment Information (Details 1) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Segment Reporting Information [Line Items]
Adjusted EBITDA	$ 43,781	$ 48,631	$ 145,124	$ 155,406
Restructuring	(874)	(1,392)	(7,398)	(7,497)
Depreciation and amortization	(20,049)	(20,951)	(59,693)	(66,549)
Acquisition costs and other	(530)	(101)	(747)	(312)
Long-term compensation expense	(2,870)	(3,076)	(8,870)	(7,939)
Interest expense, net	(6,157)	(7,194)	(17,782)	(21,434)
Other (expense)	0	0	0	(87)
Commercial settlement related to 2010 - 2013 scrap	0	(6,009)		(6,009)
Net income before provision for income taxes and equity in loss of joint venture	$ 13,301	$ 9,908	$ 50,634	$ 45,579

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Share-Based and Long-Term Compensation (Tables)

9 Months Ended

Sep. 30, 2015

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 nine months ended September 30, 2015:

	Options				Restricted Stock Units
							Weighted Average
			Weighted Average				Grant Date Fair
	Shares		Exercise Price		Shares		Value
December 31, 2014		517,459	$	12.15		200,340	$	18.51
Granted		-		-		89,178		26.16
Options exercised or RSUs vested		(13,698)		11.71		(99,811)		15.67
Forfeited		-		-		(1,675)		25.05
September 30, 2015		503,761	$	12.17		188,032	$	23.59

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Stockholders' Equity and Noncontrolling Interests

9 Months Ended

Sep. 30, 2015

Stockholders' Equity Note [Abstract]

Stockholders Equity Note Disclosure [Text Block]

Note 13. 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 equity attributable to the noncontrolling interests (“NCI”) (in thousands):

	Nine Months Ended September 30,
	2015						2014
	Tower		NCI		Total		Tower		NCI		Total
Stockholders' equity beginning balance	$	43,151	$	56,627	$	99,778	$	74,375	$	62,494	$	136,869
Net income		48,970		1,162		50,132		42,112		3,018		45,130
Other comprehensive income /(loss)
Foreign currency translation adjustments		(20,652)		(1,519)		(22,171)		(25,600)		(735)		(26,335)
Unrealized loss on qualifying cash flow hedge, net		-		-		-		(117)		-		(117)
Total Comprehensive income / (loss)		28,318		(357)		27,961		16,395		2,283		18,678
Vesting of RSUs		6		-		6		3		-		3
Treasury stock		(6,551)		-		(6,551)		(922)		-		(922)
Share based compensation expense		1,814		-		1,814		3,566		-		3,566
Proceeds from stock options exercised		160		-		160		2,608		-		2,608
Noncontrolling interest dividends		-		-		-		-		(2,529)		(2,529)
Stockholders' equity ending balance	$	66,898	$	56,270	$	123,168	$	96,025	$	62,248	$	158,273

The discontinued operations represent $46.8 million and $52.9 million of the noncontrolling interest in subsidiaries included in the Condensed Consolidated Balance Sheets as of September 30, 2015 and September 30, 2014, respectively.

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

	As of September 30,		As of December 31,
	2015		2014		Change
Foreign currency translation adjustments	$	(27,876)	$	(7,224)	$	(20,652)
Defined benefit plans, net of tax of $13.7 million		(39,690)		(39,690)		-
Accumulated other comprehensive loss	$	(67,566)	$	(46,914)	$	(20,652)

The following table presents the changes in accumulated other comprehensive loss by component (in thousands) for the three months ended September 30, 2015:

			Foreign Currency
	Defined Benefit		Translation
	Plan, Net		Adjustments		Total
Balance at June 30, 2015	$	(39,690)	$	(16,364)	$	(56,054)
Other comprehensive income before		-		(11,512)		(11,512)
Amounts reclassified from accumulated other				-		-
comprehensive income				-		-
Net current-period other comprehensive income		-		(11,512)		(11,512)
Balance at September 30, 2015	$	(39,690)	$	(27,876)	$	(67,566)

The following table presents the changes in accumulated other comprehensive loss by component (in thousands) for the three months ended September 30, 2014:

			Foreign Currency
	Defined Benefit		Translation
	Plan, Net		Adjustments		Total
Balance at June 30, 2014	$	(12,833)	$	23,649	$	10,816
Other comprehensive loss before reclassification		-		(24,286)		(24,286)
Amounts reclassified from accumulated other				-		-
comprehensive income				-		-
Net current-period other comprehensive loss		-		(24,286)		(24,286)
Balance at September 30, 2014	$	(12,833)	$	(637)	$	(13,470)

The following table presents the changes in accumulated other comprehensive loss by component (in thousands) for the nine months ended September 30, 2015:

			Foreign Currency
	Defined Benefit		Translation
	Plan, Net		Adjustments		Total
Balance at December 31, 2014	$	(39,690)	$	(7,224)	$	(46,914)
Other comprehensive loss before reclassification		-		(20,652)		(20,652)
Amounts reclassified from accumulated other				-		-
comprehensive income				-		-
Net current-period other comprehensive loss		-		(20,652)		(20,652)
Balance at September 30, 2015	$	(39,690)	$	(27,876)	$	(67,566)

The following table presents the changes in accumulated other comprehensive income / (loss) by component (in thousands) for the nine months ended September 30, 2014:

	Unrealized Gains on				Foreign Currency
	Qualifying Cash		Defined Benefit		Translation
	Flow Hedge		Plan, Net		Adjustments		Total
Balance at December 31, 2013	$	117	$	(12,833)	$	24,963	$	12,247
Other comprehensive loss before reclassification		(117)		-		(25,600)		(25,717)
Amounts reclassified from accumulated other comprehensive income		-		-		-		-
Net current-period other comprehensive loss		(117)		-		(25,600)		(25,717)
Balance at September 30, 2014	$	-	$	(12,833)	$	(637)	$	(13,470)

The Company did not reclassify any material items out of accumulated other comprehensive income/ (loss) during the nine months ended September 30, 2015 or September 30, 2014, respectively.