10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

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

For the quarterly period ended September 30, 2016

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 ☒ 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 ☒ No ☐

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

Large Accelerated Filer ☒ Accelerated Filer ☐ 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 ☒

As of October 27, 2016, there were 20,339,114 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, 2016 and December 31, 2015	1
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2016 and 2015	2
	Condensed Consolidated Statements of Comprehensive Income / (Loss) for the Three and Nine Months Ended September 30, 2016 and 2015	3
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2016 and 2015	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	35
PART II.  Other Information
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 6.	Exhibits	37
Signatures		38

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,
	2016		2015
ASSETS
Cash and cash equivalents	$	47,216	$	121,594
Accounts receivable, net of allowance of $797 and $1,277		242,338		223,735
Inventories (Note 3)		77,402		66,648
Assets held for sale (Note 4)		104,482		113,664
Prepaid tooling, notes receivable, and other		134,089		68,242
Total current assets		605,527		593,883
Property, plant, and equipment, net		452,541		427,887
Goodwill (Note 6)		60,215		59,340
Deferred tax asset		119,584		127,207
Other assets, net		8,867		7,180
Total assets	$	1,246,734	$	1,215,497
LIABILITIES AND EQUITY
Short-term debt and current maturities of capital lease obligations (Note 8)	$	35,380	$	29,492
Accounts payable		292,224		268,008
Accrued liabilities		110,918		100,529
Liabilities held for sale (Note 4)		51,355		44,157
Total current liabilities		489,877		442,186
Long-term debt, net of current maturities (Note 8)		399,052		409,116
Obligations under capital leases, net of current maturities (Note 8)		5,445		5,984
Deferred tax liability		6,586		6,167
Pension liability (Note 11)		57,773		65,621
Other non-current liabilities		78,448		79,704
Total non-current liabilities		547,304		566,592
Total liabilities		1,037,181		1,008,778
Commitments and contingencies (Note 17)
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, 22,087,367 issued and 20,383,138
outstanding at September 30, 2016, and 22,003,820 issued and 21,111,610 outstanding at
December 31, 2015		221		220
Additional paid in capital		339,477		337,864
Treasury stock, at cost, 1,704,229 and 892,210 shares as of September 30, 2016 and December 31, 2015		(34,600)		(16,067)
Accumulated deficit		(28,670)		(44,030)
Accumulated other comprehensive loss (Note 12)		(73,926)		(80,492)
Total Tower International, Inc.'s stockholders' equity		202,502		197,495
Noncontrolling interests in subsidiaries (Note 12)		7,051		9,224
Total stockholders' equity		209,553		206,719
Total liabilities and stockholders' equity	$	1,246,734	$	1,215,497

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

1

TOWER INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Revenues	$	457,042	$	442,190	$	1,451,367	$	1,341,181
Cost of sales		396,806		388,989		1,271,900		1,171,682
Gross profit		60,236		53,201		179,467		169,499
Selling, general, and administrative expenses		31,223		30,869		96,125		90,602
Amortization expense (Note 6)		112		249		344		249
Restructuring and asset impairment charges, net (Note 7)		1,196		784		2,782		6,984
Operating income		27,705		21,299		80,216		71,664
Interest expense		5,598		6,223		18,167		17,821
Interest income		40		6		108		16
Other expense		-		-		6,481		-
Income before provision for income taxes, and income / (loss) from discontinued operations		22,147		15,082		55,676		53,859
Provision for income taxes (Note 10)		4,239		1,456		13,770		5,287
Income from continuing operations		17,908		13,626		41,906		48,572
Income / (loss) from discontinued operations, net of tax (Note 4)		367		3,246		(19,999)		1,560
Net income		18,275		16,872		21,907		50,132
Less: Net income attributable to the noncontrolling interests		118		589		213		1,162
Net income attributable to Tower International, Inc.	$	18,157	$	16,283	$	21,694	$	48,970
Weighted average basic shares outstanding		20,830,203		21,107,477		21,039,305		21,087,691
Weighted average diluted shares outstanding		21,182,149		21,422,859		21,372,875		21,395,797
Basic income per share attributable to Tower International, Inc.:
Income per share from continuing operations (Note 13)	$	0.85	$	0.62	$	1.98	$	2.25
Income / (loss) per share from discontinued operations (Note 13)		0.02		0.15		(0.95)		0.07
Income per share (Note 13)		0.87		0.77		1.03		2.32
Diluted income per share attributable to Tower International, Inc.:
Income  per share from continuing operations (Note 13)	$	0.84	$	0.61	$	1.95	$	2.22
Income / (loss) per share from discontinued operations (Note 13)		0.02		0.15		(0.93)		0.07
Income per share (Note 13)		0.86		0.76		1.02		2.29
Dividends declared per share	$	0.10	$	-	$	0.30	$	-

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,
	2016		2015		2016		2015
Net income	$	18,275	$	16,872	$	21,907	$	50,132
Other comprehensive income , net of tax:
Foreign currency translation adjustments, net of tax (benefit) of ($1.1 million), ($0 million), ( $2.1 million), and ($0 million)		(100)		(13,002)		6,344		(22,171)
Other comprehensive income / (loss), net of tax:		(100)		(13,002)		6,344		(22,171)
Comprehensive income		18,175		3,870		28,251		27,961
Less: Comprehensive income / (loss) attributable to
noncontrolling interests		89		(902)		(9)		(357)
Comprehensive income attributable to Tower International, Inc.	$	18,086	$	4,772	$	28,260	$	28,318

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,
	2016		2015
OPERATING ACTIVITIES:
Net income	$	21,907	$	50,132
Less: Income / (loss) from discontinued operations, net of tax		(19,999)		1,560
Income from continuing operations		41,906		48,572
Adjustments required to reconcile income from continuing operations to net
cash provided by continuing operating activities:
Deferred income tax provision		10,251		(238)
Depreciation and amortization		53,383		54,227
Non-cash share-based compensation		1,545		1,814
Pension income, net of contributions		(7,851)		(10,267)
Change in working capital and other operating items		(66,876)		(55,620)
Net cash provided by continuing operating activities	$	32,358	$	38,488
INVESTING ACTIVITIES:
Cash disbursed for purchases of property, plant, and equipment, net	$	(73,536)	$	(56,438)
Proceeds from disposition of China JVs, net		-		9,947
Acquisition, net of cash		-		(21,740)
Net cash used in continuing investing activities	$	(73,536)	$	(68,231)
FINANCING ACTIVITIES:
Proceeds from borrowings	$	458,752	$	93,952
Repayments of borrowings		(417,664)		(95,834)
Repayments on Term Loan Credit Facility		(50,000)		(25,000)
Proceeds from termination of cross currency swaps		-		32,377
Dividend payment to Tower shareholders		(6,334)		-
Proceeds from stock options exercised		68		160
Purchase of treasury stock		(18,533)		(6,551)
Net cash used in continuing financing activities	$	(33,711)	$	(896)
Discontinued operations:
Net cash from discontinued operating activities	$	3,714	$	21,551
Net cash used in discontinued investing activities		(2,110)		(8,953)
Net cash used in discontinued financing activities		(2,899)		(9,650)
Net cash from/(used in) discontinued operations	$	(1,295)	$	2,948
Effect of exchange rate changes on continuing cash and cash equivalents	$	1,806	$	(3,719)
NET CHANGE IN CASH AND CASH EQUIVALENTS	$	(74,378)	$	(31,410)
CASH AND CASH EQUIVALENTS:
Beginning of period	$	121,594	$	132,684
End of period	$	47,216	$	101,274
Supplemental Cash Flow Information:
Interest paid, net of amounts capitalized	$	14,351	$	15,357
Income taxes paid		3,567		3,156
Non-cash Investing Activities:
Capital expenditures in liabilities for purchases of property, plant, and equipment	$	13,525	$	13,233

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, 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

Revenue Recognition

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU outlines a single comprehensive model for entities to utilize to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that will be received in exchange for the goods and services. Additional disclosures will also be required to enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB deferred the effective date of this standards update to fiscal years beginning after December 15, 2017, with early adoption permitted on the original effective date of fiscal years beginning after December 15, 2016. In 2016, the FASB issued ASU No. 2016-08, ASU No. 2016-10, ASU No. 2016-11, and ASU 2016-12, all of which amend the implementation guidance and illustrations in the Board’s new revenue standard. The Company is currently evaluating significant contracts and assessing any impact to the Consolidated Financial Statements.

Inventory

In July 2015, the FASB issued ASU No. 2015-11, Inventory: Simplifying the Measurement of Inventory, which requires entities that measure inventory using first-in, first-out (FIFO) or average cost, to measure inventory at the lower of cost and net realizable value. This ASU is effective prospectively for annual periods beginning after December 15, 2016, and interim periods therein. The Company is assessing the potential impact of this new guidance on its Consolidated Financial Statements, but does not expect a material financial statement impact related to the adoption of this ASU.

Leases

In February 2016, the FASB issued ASU No. 2016-02, Lease Accounting. This ASU introduces a lessee model that brings most leases on the balance sheet. Further, the standard also aligns certain of the underlying principles of the new lessor model with those in ASU 2014-09. This new ASU on leases is effective for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently evaluating significant contracts and assessing any impact to the Consolidated Financial Statements.

5

Stock Compensation

In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for employee share-based payment transactions. This ASU is effective for annual reporting periods beginning after December 15, 2016, and interim periods therein. The Company is currently assessing the potential impact on its Consolidated Financial Statements.

Note 3. 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, 2016		December 31, 2015
Raw materials	$	35,291	$	32,553
Work in process		16,856		12,911
Finished goods		25,255		21,184
Total inventory	$	77,402	$	66,648

Note 4. Discontinued Operations and Assets Held for Sale

During the second quarter of 2016, the Company’s Board of Directors approved a plan to sell the Company’s remaining business operations in Brazil and China. At September 30, 2016, all of the Brazilian and Chinese business operations are 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.

The following table discloses select financial information of the discontinued operations of the Company’s Brazilian and Chinese business operations (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Revenues	$	28,536	$	52,654	$	78,619	$	195,013
Income / (loss) from discontinued operations:
Income / (loss) before provision for income taxes and
equity in income / (loss) of joint venture		637		3,359		(18,747)		2,905
Provision for income taxes		270		256		1,252		1,299
Equity in income / (loss) of joint venture, net of tax		-		(143)		-		46
Income (loss) from discontinued operations	$	367	$	3,246	$	(19,999)	$	1,560

For the three and nine months ended September 30, 2015, the discontinued operations included results from two of the Company’s China joint ventures and an operation in Brazil that were sold in the fourth quarter of 2015.

6

The assets and liabilities held for sale are recorded at the lower of carrying value or fair value less costs to sell and are summarized by category in the following table (in thousands):

	September 30, 2016		December 31, 2015
ASSETS
Current assets	$	60,390	$	55,474
Property, plant, and equipment, net		48,309		45,272
Other assets, net		13,883		12,918
Fair value adjustment		(18,100)		-
Total assets held for sale	$	104,482	$	113,664
LIABILITIES
Short-term debt and current maturities of capital lease obligations	$	1,323	$	886
Accounts payable		43,871		37,039
Total current liabilities		45,194		37,925
Long-term debt, net of current maturities		2,732		3,102
Other non-current liabilities		3,429		3,130
Total non-current liabilities		6,161		6,232
Total liabilities held for sale	$	51,355	$	44,157

During the second quarter of 2016, the Company recorded a fair value adjustment of $18.1 million related to the planned sale of the Company’s remaining Brazil and China operations. Of that amount, $15 million represents the cumulative translation adjustment related to Brazil and $3.1 million reflects a fair value adjustment to the Ningbo joint venture in China.

In the period ended September 30, 2015, we recorded a $4.1 million gain on the sale of a joint venture in China (Xiangtan DIT Automotive Products Co.).

Note 5. Tooling

Tooling represents costs incurred by the Company in the development of new tooling used in the manufacture of the Company’s products. All pre-production tooling costs incurred for tools that the Company will not own and that will be used in producing products supplied under long-term supply agreements are expensed as incurred, unless the supply agreement provides the Company with the 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.

After 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, 2016		December 31, 2015
Customer-owned tooling, net	$	107,205	$	58,801
Company-owned tooling		2		16
Total tooling, net	$	107,207	$	58,817

 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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Note 6. Goodwill and Other Intangible Assets

Goodwill

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

	Europe		North America		Consolidated
Balance at December 31, 2015	$	50,890	$	8,450	$	59,340
Currency translation adjustment		1,776		(901)		875
Balance at September 30, 2016	$	52,666	$	7,549	$	60,215

Intangibles

In the North America segment, an intangible asset of $3.5 million related to customer relationships was recorded in 2015, as part of the acquisition of a facility in Mexico. This intangible asset has a definite life and will be amortized on a straight-line basis over seven years, the estimated life of the related asset, which approximates the recognition of related revenues.

The Company incurred amortization expense of $0.1 million and $0.3 million, respectively, for the three and nine months ended September 30, 2016. The Company incurred amortization expense of $0.2 million for the three and nine months ended September 30, 2015. 

Note 7. Restructuring and Asset Impairment Charges

As of September 30, 2016, the Company has executed various restructuring plans and may execute additional plans in the future to reduce corporate overhead, to realign manufacturing capacity to prevailing global automotive production levels, 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,
	2016		2015		2016		2015
Europe	$	-	$	143	$	117	$	227
North America		1,196		641		2,665		6,757
Consolidated	$	1,196	$	784	$	2,782	$	6,984

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 September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Employee termination costs	$	361	$	143	$	493	$	328
Other exit costs		835		641		2,289		2,098
Asset impairment		-		-		-		4,558
Total restructuring expense	$	1,196	$	784	$	2,782	$	6,984

The charges incurred during the nine months ended September 30, 2016 and 2015 related primarily to the following actions:

2016 Actions

During the three and nine months ended September 30, 2016, the charges incurred in the North America segment related to ongoing maintenance expense of facilities closed as a result of prior actions and severance charges to reduce fixed costs. The charges incurred in the Europe segment related to severance charges to reduce fixed costs.

2015 Actions

During the three and nine months ended September 30, 2015, the charges incurred in the North America 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 Europe segment related to severance charges to reduce fixed costs and a revision of a previous estimate.

8

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, 2016 (in thousands):

	Europe		North America		Consolidated
Balance at December 31, 2015	$	99	$	213	$	312
Payments		(118)		(2,674)		(2,792)
Increase in liability		117		2,665		2,782
Balance at September 30, 2016	$	98	$	204	$	302

Except as disclosed in the table above, the Company does not anticipate incurring additional material cash charges associated with the actions described above. The changes in the restructuring reserve set forth in the table above do 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 nine months ended September 30, 2016, reflecting primarily payments of other exit costs related to prior accruals, offset partially by accruals for severance.

During the nine months ended September 30, 2016, the Company incurred payments related to prior accruals in Europe of $0.1 million and in North America of $2.7 million.

Note 8. Debt

Short-Term Debt

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

	September 30, 2016		December 31, 2015
Current maturities of debts (excluding capital leases)	$	34,382	$	28,528
Current maturities of capital leases		998		964
Total short-term debt	$	35,380	$	29,492

Long-Term Debt

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

	September 30, 2016		December 31, 2015
Term Loan Credit Facility (net of discount of $889 and $1,222)	$	362,861	$	415,903
Amended Revolving Credit Facility		41,500		-
Other foreign subsidiary indebtedness		35,737		30,703
Debt issue costs		(6,664)		(8,962)
Total debt		433,434		437,644
Less: Current maturities of debts (excluding capital leases)		(34,382)		(28,528)
Total long-term debt	$	399,052	$	409,116

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 amended the 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 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 and the Term

9

Loans bear interest at (i) the Alternate Base Rate plus 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 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 by (i) 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 Guarantor 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 January 15, 2016, the Company made a $50 million voluntary repayment 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 $0.7 million.

As of September 30, 2016, the outstanding principal balance of the Term Loan Credit Facility was $362.9 million (net of a remaining $0.9 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 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 Third Amended Revolving Credit Facility Agreement amended and restated, in its entirety, the Second Amended Revolving Credit Facility Agreement, dated as of June 19, 2013, by and among Tower Automotive Holdings USA, LLC (“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). As of September 30, 2016, the applicable margins were 1.50% per annum and 2.50% per annum for base rate and LIBOR based borrowings, respectively, resulting in a weighted average interest rate of 3.6%. 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, 2016, there was $148.4 million of unutilized borrowing availability under the Amended Revolving Credit Facility.  AT that date, there were$41.5 million of borrowings and $10.1 million of letters of credit outstanding under the Amended Revolving Credit Facility.

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Other Foreign Subsidiary Indebtedness

As of September 30, 2016, other foreign subsidiary indebtedness of $35.7 million consisted primarily of receivables factoring in Europe of $28.5 million and other indebtedness in Europe of $7.3 million.

The change in foreign subsidiary indebtedness from December 31, 2015 to September 30, 2016 is explained by the following (in thousands):

	Europe
Balance at December 31, 2015	$	30,704
Maturities of indebtedness		(1,054)
Change in borrowings on credit facilities, net		5,015
Foreign exchange impact		1,072
Balance at September 30, 2016	$	35,737

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

As of September 30, 2016, the receivables factoring facilities balance available to the Company was $28.5 million (€25.3 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, 2016 ranged from 2.20% to 2.70%, with a weighted average interest rate of 2.49% per annum. Any receivables factoring under these facilities is with recourse and is secured by the accounts receivable factored. These receivables factoring transactions are recorded in the Company’s Condensed Consolidated Balance Sheets in short-term debt and current maturities of capital lease obligations.

As of September 30, 2016, the secured line of credit balance available to the Company was $9.4 million (€8.4 million), of which no borrowings were outstanding. The facility bears an interest rate based on the EURIBOR plus a spread of 2.15% and has a maturity date of October 2016 . The effective annual interest rate as of September 30, 2016 was 1.78% per annum. The facilities are 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, 2016, the Company’s European subsidiaries had borrowings of $7.3 million (€6.5 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, 2016, the Company’s European subsidiaries had an asset-based revolving credit facility balance available to the Company of $32.7 million, of which no borrowings were outstanding. This facility bears an interest rate based upon the one 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.

Covenants

As of September 30, 2016, 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:

	September 30, 2016		December 31, 2015
Current maturities of capital leases	$	998	$	964
Non-current maturities of capital leases		5,445		5,984
Total capital leases	$	6,443	$	6,948

Debt Issue Costs

The Company had debt issuance costs, net of amortization, of $6.7 million and $9.0 million as of September 30, 2016 and December 31, 2015, 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 $2.0 million during the three and nine months ended September 30, 2016, respectively. 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.

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Note 9. 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. Using the proceeds received from the swap termination transaction, the Company made a $25 million voluntary repayment 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 of €178 million remained the same but the interest rate was lowered from 3.70% to 3.40% per annum.

On April 16, 2015, the Company reduced the U.S. dollar notional amount on the interest rate swap from $200 million to $186.1 million, but the 5.09% interest rate per annum and the maturity date of April 16, 2020 remained the same. The interest rate is fixed at 5.09% per annum, but the fair value of the swap will fluctuate with changes in interest rates.

At September 30, 2016 and December 31, 2015, the U.S. dollar / Euro exchange spot rate was $1.1240 and $1.0906, respectively. The following amounts were recorded in the Condensed Consolidated Balance Sheets as being payable to counterparties under FASB ASC No. 815, Derivatives and Hedging (in thousands):

	Location	September 30, 2016		December 31, 2015
Net investment hedge	Other non-current liabilities	$	15,270	$	9,005
Interest rate swap	Other non-current liabilities		5,340		2,592

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 the deferred gain reported in AOCI at September 30, 2016 and December 31, 2015 (in thousands):

	Deferred gain in AOCI
	September 30, 2016		December 31, 2015
Net investment hedge	$	23,538	$	29,139

Derivative instruments held during the period resulted in the following (income) / expense recorded in income (in thousands):

	(Income) / expense recognized				(Income) / expense recognized
	(ineffective portion)				(ineffective portion)
	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Net investment hedge	$	1,293	$	(465)	$	663	$	(1,001)
Interest rate swap		(663)		(1,166)		2,749		1,274
Total	$	630	$	(1,631)	$	3,412	$	273

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Note 10. Income Taxes

During the three months ended September 30, 2016, the Company recorded income tax expense of $4.2 million on $22.1 million of pre-tax profit from continuing operations – for a consolidated effective tax rate of 19%.  Included in the $4.2 million of consolidated tax expense was $3.1 million of deferred tax expense attributable to U.S. operations.

During the nine months ended September 30, 2016, the Company recorded income tax expense of $13.8 million on $55.7 million of pre-tax profit from continuing operations – for a consolidated effective tax rate of 24.8%. Included in the $13.8 million of consolidated tax expense was $9 million of deferred tax expense attributable to U.S operations.

In the fourth quarter of 2015, the Company released the U.S. valuation allowance on its U.S. deferred tax assets.  Going forward the Company will book tax expense on its U.S. profits – but this expense will primarily be deferred tax expense until the Company fully utilizes its US tax attributes – mainly net operating loss carryforwards and research tax credits.  The Company does not expect to incur material U.S. current (cash) tax expense until 2020.

Note 11. 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 September 30,				Three Months Ended September 30,
	2016		2015		2016		2015
Service cost	$	5	$	8	$	2	$	2
Interest cost		1,927		2,375		136		160
Expected return on plan assets (a)		(2,579)		(3,087)		-		-
Amortization of prior service credit		(24)		(24)		33		33
Net periodic benefit cost / (income)	$	(671)	$	(728)	$	171	$	195

	Pension Benefits				Other Benefits
	Nine Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Service cost	$	16	$	24	$	6	$	6
Interest cost		5,821		7,125		408		480
Expected return on plan assets (a)		(7,670)		(9,261)		-		-
Amortization of prior service credit		(71)		(72)		99		99
Net periodic benefit cost / (income)	$	(1,904)	$	(2,184)	$	513	$	585

(a)Expected rate of return on plan assets is 7.40% for 2016 and was 7.40% for 2015

The Company expects its minimum pension funding requirements to be $7.6 million during 2016. During the three and nine months ended September 30, 2016, the Company made contributions of $2.7 million and $5.9 million, respectively.

Additionally, during the three and nine months ended September 30, 2016, the Company contributed $1.4 million and $4.2 million, respectively, to its defined contribution retirement plans.

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Note 12. 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,
	2016						2015
	Tower		NCI		Total		Tower		NCI		Total
Stockholders' equity beginning balance	$	197,495	$	9,224	$	206,719	$	43,151	$	56,627	$	99,778
Net income		21,694		213		21,907		48,970		1,162		50,132
Other comprehensive income / (loss):		-		-		-		-		-		-
Foreign currency translation adjustments		6,566		(222)		6,344		(20,652)		(1,519)		(22,171)
Total comprehensive income / (loss)		28,260		(9)		28,251		28,318		(357)		27,961
Vesting of RSUs		1		-		1		6		-		6
Treasury stock		(18,533)		-		(18,533)		(6,551)		-		(6,551)
Share based compensation expense		1,545		-		1,545		1,814		-		1,814
Proceeds from stock options exercised		68		-		68		160		-		160
Dividend paid		(6,334)		-		(6,334)		-		-		-
Noncontrolling interest sold		-		-		-		-		-		-
Noncontrolling interest dividends - Wuhu		-		(2,164)		(2,164)		-		-		-
Stockholders' equity ending balance	$	202,502	$	7,051	$	209,553	$	66,898	$	56,270	$	123,168

On June 17, 2016, the Company announced its Board of Directors’ authorization to repurchase up to $100 million of the Company’s issued and outstanding common stock from time to time in the open market, or in privately negotiated transactions (the “Repurchase Program”). As of September 30, 2016, 785,624 shares have been purchased for $17.9 million under the Repurchase Program.

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

	As of September 30, 2016		As of December 31, 2015		Change
Foreign currency translation adjustments, net of tax of $5.5 million and $7.8 million	$	(33,924)	$	(40,490)	$	6,566
Defined benefit plans, net of tax of $13.5 million and $13.5 million		(40,002)		(40,002)		-
Accumulated other comprehensive loss	$	(73,926)	$	(80,492)	$	6,566

The following table presents the changes in accumulated other comprehensive loss by component (in thousands) for the three months ended September 30, 2016:

			Foreign Currency
	Defined Benefit		Translation
	Plan, Net of Tax		Adjustments		Total
Balance at June 30, 2016	$	(40,002)	$	(33,853)	$	(73,855)
Other comprehensive income before reclassification		-		(71)		(71)
Net current-period other comprehensive income		-		(71)		(71)
Balance at September 30, 2016	$	(40,002)	$	(33,924)	$	(73,926)

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 of Tax		Adjustments		Total
Balance at June 30, 2015	$	(39,690)	$	(16,364)	$	(56,054)
Other comprehensive loss before reclassification		-		(11,512)		(11,512)
Net current-period other comprehensive loss		-		(11,512)		(11,512)
Balance at September 30, 2015	$	(39,690)	$	(27,876)	$	(67,566)

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The following table presents the changes in accumulated other comprehensive loss by component (in thousands) for the nine months ended September 30, 2016:

			Foreign Currency
	Defined Benefit		Translation
	Plan, Net of Tax		Adjustments		Total
Balance at December 31, 2015	$	(40,002)	$	(40,490)	$	(80,492)
Other comprehensive income before reclassification		-		6,566		6,566
Net current-period other comprehensive income		-		6,566		6,566
Balance at September 30, 2016	$	(40,002)	$	(33,924)	$	(73,926)

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 of Tax		Adjustments		Total
Balance at December 31, 2014	$	(39,690)	$	(7,224)	$	(46,914)
Other comprehensive loss before reclassification		-		(20,652)		(20,652)
Net current-period other comprehensive loss		-		(20,652)		(20,652)
Balance at September 30, 2015	$	(39,690)	$	(27,876)	$	(67,566)

The Company did not reclassify any material items out of accumulated other comprehensive loss during the nine months ended September 30, 2016 or September 30, 2015, respectively.

Note 13. Earnings per Share (“EPS”)

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

The share count for diluted earnings 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, 2016 and September 30, 2015.

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 September 30,
	2016		2015		2016		2015
Income from continuing operations	$	17,908	$	13,626	$	41,906	$	48,572
Income / (loss) from discontinued operations, net of tax		367		3,246		(19,999)		1,560
Net income		18,275		16,872		21,907		50,132
Less: Net income attributable to the noncontrolling interests		118		589		213		1,162
Net income attributable to Tower International, Inc.	$	18,157	$	16,283	$	21,694	$	48,970
Basic income / (loss) per share:
Continuing operations	$	0.85	$	0.62	$	1.98	$	2.25
Discontinued operations		0.02		0.15		(0.95)		0.07
Net income attributable to Tower International, Inc.		0.87		0.77		1.03		2.32
Basic weighted average shares outstanding		20,830,203		21,107,477		21,039,305		21,087,691
Diluted income / (loss) per share:
Continuing operations	$	0.84	$	0.61	$	1.95	$	2.22
Discontinued operations		0.02		0.15		(0.93)		0.07
Net income attributable to Tower International, Inc.		0.86		0.76		1.02		2.29
Diluted weighted average shares outstanding		21,182,149		21,422,859		21,372,875		21,395,797

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Note 14. 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.

At September 30, 2016, 876,111 shares were 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, 2016:

	Options			Restricted Stock Units
		Weighted			Weighted
		Average			Average Grant
Outstanding at:	Shares	Exercise Price		Shares	Date Fair Value
December 31, 2015	500,138	$	12.17	187,498	$	23.59
Granted	-		-	101,810		23.26
Options exercised or RSUs issued	(5,701)		11.95	(77,310)		19.88
Forfeited	-		-	(2,142)		25.17
September 30, 2016	494,437	$	12.17	209,856	$	24.78

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 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, 2016, the Company did not recognize any expense relating to the options. During the three and nine months ended September 30, 2015, the Company recognized expense relating to the options of $0 million and $0.2 million, respectively. The Company did not recognize any tax benefit related to the compensation expense during any of the periods presented. As of March 31, 2015, all of the expense associated with these stock options had been fully recognized.

As of September 30, 2016, the Company had an aggregate of 494,437 stock options that had been granted, but had not yet been exercised. As of September 30, 2016, the remaining average contractual life for these options is approximately 5 years. During the nine months ended September 30, 2016, 5,701 options were exercised, which had an aggregate intrinsic value of $0.1 million. As of September 30, 2016, 494,437 stock options were exercisable, which had an aggregate intrinsic value of $5.9 million. During the nine months ended September 30, 2016, no stock options were granted, forfeited, or expired.

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, 2016, the Company recognized expense relating to the RSUs of $0.5 million and $1.5 million, respectively. During the three and nine months ended September 30, 2015, the Company recognized expense relating to the RSUs of $0.5 million and $1.8 million, respectively. The Company did not recognize any tax benefit related to this compensation expense. As of September 30, 2016, the Company had $2.7 million of unrecognized compensation expense associated with these RSUs, which will be amortized on a straight-line basis over the next 17 months, on a weighted average basis.

As of September 30, 2016, the Company had an aggregate of 209,856 RSUs that had been granted, but had not yet vested. During the nine months ended September 30, 2016, 101,810 RSUs were granted and 2,142 RSUs were forfeited or expired.

During the first nine months of 2016, a total of 103,117 RSUs vested, resulting in the issuance of 77,310 shares. The fair value of these shares was $1.8 million. After offsets for withholding taxes, a total of 50,897 shares of common stock were issued. This total is net of shares repurchased to provide payment for certain individuals’ minimum statutory withholding tax. The Company paid $0.6 million to acquire 26,413 vested shares to cover the minimum statutory withholding taxes.

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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 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, 2016, the Company recorded expense of $0.6 million and $0.7 million related to these awards, respectively. In June of 2016, the Company recorded a $1.4 million adjustment with respect to the fair value of the stock appreciation bonus. As a result of this adjustment, the Company recorded $0.7 million of income in the second quarter of 2016 related to these awards. 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, 2016, the Company had a liability of $5.4 million related to these awards. This liability is presented in the Condensed Consolidated Balance Sheets as other 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, March 6, 2015, and March 4, 2016. 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. Pursuant to meeting the performance conditions set forth in the Performance Award Agreements, each award will be paid three years after it is granted. These awards are also subject to payment upon a change in control or termination of employment, if certain criteria are met. These awards represent unfunded, unsecured obligations of the Company.

2013, 2014, and 2015 Awards

One half of the awards granted on March 5, 2013, March 6, 2014, and March 6, 2015 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 Company's EPS will be adjusted to exclude the effect of 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.

Pursuant to meeting the performance conditions set forth in the Performance Award Agreements, the awards granted on March 5, 2013 were paid in the first quarter of 2016. The performance period of the awards granted on March 6, 2014, is January 1, 2014 through December 31, 2016, the performance period of the awards granted on March 6, 2015, is January 1, 2015 through December 31, 2017.

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2016 Awards

One half of the awards granted on March 4, 2016 will be based upon the Company’s Adjusted EBIT Growth Rate, which is defined as the Company’s cumulative Adjusted EBIT for the performance period of the awards, stated in terms of a percentage growth rate. The Company's EBIT 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.

The performance period of the awards granted on March 4, 2016 is January 1, 2016 through December 31, 2018.

 During the three and nine months ended September 30, 2016, the Company recorded expense related to all performance awards of $1.7 million and $5.3 million, respectively. During the three and nine months ended September 30, 2015, the Company recorded expense related to all performance awards of $1.1 million and $3.2 million, respectively. At September 30, 2016, the Company had a liability of $9.2 million related to these awards, of which $6.7 million is payable in March 2017 and is presented as other current liabilities in the Condensed Consolidated Balance Sheet, while the remaining $2.5 million is presented as other non-current liabilities in the Condensed Consolidated Balance Sheet.

Note 15. 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 two operating and reportable segments: Europe and North America. In periods prior to the second quarter of 2016, the Company was comprised of four operating segments: Europe, China, North America, and South America. These operating segments were aggregated into two reportable segments. The International segment consisted of Europe and China and the Americas segment consisted of North America and South America. The Company’s remaining operations in China and Brazil are currently considered as Discontinued Operations, the former International segment only contains Europe, and the former Americas segment only contains North 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):

	Europe		North America		Total
Three Months Ended September 30, 2016:
Revenues	$	147,964	$	309,078	$	457,042
Adjusted EBITDA		12,084		38,039		50,123
Capital Expenditures		10,512		(4,704)		5,808
Total Assets (a)		479,381		767,353		1,246,734
Three Months Ended September 30, 2015:
Revenues	$	154,900	$	287,290	$	442,190
Adjusted EBITDA		12,983		30,847		43,830
Capital Expenditures		6,328		24,412		30,740
Nine Months Ended September 30, 2016:
Revenues	$	484,064	$	967,303	$	1,451,367
Adjusted EBITDA		37,307		108,170		145,477
Capital Expenditures		24,559		44,605		69,164
Nine Months Ended September 30, 2015:
Revenues	$	496,001	$	845,180	$	1,341,181
Adjusted EBITDA		41,194		101,249		142,443
Capital Expenditures		15,347		50,379		65,726

(a)As of September 30, 2016, total assets include assets held for sale

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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 income / (loss) from discontinued operations (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Adjusted EBITDA	$	50,123	$	43,830	$	145,477	$	142,443
Restructuring and asset impairment charges, net		(1,196)		(784)		(2,782)		(6,984)
Depreciation and amortization		(17,900)		(18,381)		(53,383)		(54,227)
Acquisition costs and other		(47)		(436)		(318)		(675)
Long-term compensation expense		(3,275)		(2,870)		(8,778)		(8,870)
Interest expense, net		(5,558)		(6,277)		(18,059)		(17,828)
Other expense		0		-		(6,481)		-
Income before provision for income taxes
and income / (loss) from discontinued operations	$	22,147	$	15,082	$	55,676	$	53,859

Note 16. 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 under current market conditions (an 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.

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

FASB ASC No. 820 establishes a fair value hierarchy that distinguishes between assumptions based 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, 2016, the carrying value and estimated fair value of the Company’s total debt was $440.1million and $441.5million, respectively. At December 31, 2015, the carrying value and estimated fair value of the Company’s total debt was $446.6 million and $430.2 million, respectively. The majority of the Company’s debt at September 30, 2016 and December 31, 2015 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, 2016 and December 31, 2015. 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, 2016, the foreign currency exchange hedge (net investment hedge of the Company’s European subsidiaries) and the interest rate swap (not designated for hedge accounting) had liability fair values of $15.3 million and $5.3 million, respectively.

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The following table provides each major category of assets and liabilities measured at fair value on a nonrecurring basis during the nine months ended September 30, 2016 (in millions):

	Quoted prices in active	Significant other	Significant
	markets for identical	observable	unobservable
	assets	inputs	inputs
	Level 1	Level 2	Level 3		Total gains / (losses)
Long-lived assets held for sale	Not applicable	Not applicable	$	4.6	$	(3.1)
Long-lived assets held for sale	Not applicable	Not applicable		18.6		(15.0)

In accordance with FASB ASC No. 360, Property, Plant, & Equipment, the long-lived assets held for sale related to the Ningbo joint venture in China, with a carrying amount of $7.7 million were written down to their fair value of $4.6 million, resulting in a loss of $3.1 million, which was included in the Company’s Condensed Consolidated Statement of Operations for the nine months ended September 30, 2016 as loss on discontinued operations, net. The fair value of the assets was determined based upon consideration of the negotiated sales price in the sales agreement.

 In accordance with FASB ASC No. 360, Property, Plant, & Equipment, the long-lived assets held for sale related to the Company’s remaining Brazilian operations, with a carrying amount of $33.6 million were written down to their fair value of $18.6 million, resulting in a loss of $15 million, which was included in the Company’s Condensed Consolidated Statement of Operations for the nine months ended September 30, 2016 as loss on discontinued operations, net. This fair value adjustment of $15 million reflects that upon the sale of the Brazil operations, the cumulative translation adjustment will need to be reclassified to earnings.

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 17. Commitments and Contingencies

Operating Leases

The Company leases office space, manufacturing space, and certain equipment under non-cancellable lease agreements, which require the Company to pay maintenance, insurance, taxes, and other expenses, in addition to rental payments. The Company has entered into leasing commitments with lease terms expiring between the years 2018 and 2026. The Company has options to extend the terms of certain leases in future periods. The properties covered under these leases include manufacturing and office equipment and facilities. Rent expense for all operating leases totaled $5.6 million and $17.6 million during the three and nine months ended September 30, 2016, respectively.  Rent expense for all operating leases totaled $6.5 million and $18.8 million during the three and nine months ended September 30, 2015, respectively.

Future minimum operating lease payments at September 30, 2016 are as follows (in thousands):

Year	Operating Leases
2016	$                      7,041
2017	27,206
2018	26,940
2019	22,935
2020	16,969
Thereafter	30,378
Total future lease payments	$                  131,469

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, 2016 and December 31, 2015, the Company had $1.4 million accrued for environmental matters.

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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 18.  Subsequent Events

During October 2016 the Company entered into agreements in principal to sell its two remaining joint ventures in China:  Tower Automotive (Wuhu) Company, Ltd. and Tower (Ningbo) DIT Automotive Products Co., Ltd.The sale agreements provided for purchase of the Company’s equity in the joint ventures for approximately $25 million, net of tax. Both agreements are subject to Chinese government approval.  Proceeds from these sales are expected to be received during 2017.  No material gain or loss on sale is expected to be recorded except for the impairment loss of $3.1 million recorded in period ended June 30, 2016 related to Ningbo.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Resultsof 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 24 facilities strategically located near our customers in North America and Europe. We support our manufacturing operations through five 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 140 vehicle models globally to 11 of the 12 largest OEMs based on 2015 production volumes.

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

Recent Trends

Production Volumes

During the third quarter of 2016, industry production volumes increased from 2015 in North America and decreased in Europe. According to IHS, full year industry production is projected to increase in 2016 in Europe and North America.

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, 2015.

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.

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.

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Results of Operations—Three Months Ended September 30, 2016 Compared with the Three Months Ended September 30, 2015

The following table presents production volumes in specified regions, according to the IHS October 2016 issue, for the three months ended September 30, 2016 compared to the three months ended September 30, 2015 (in millions of units produced):

	Europe	North America
Three Months Ended September 30, 2016	4.7	4.4
Three Months Ended September 30, 2015	4.8	4.4
Increase / (Decrease)	(0.1)	0.0
Percentage change	(2%)	2%

The following table presents select financial information for the three months ended September 30, 2016 and 2015 (in millions):

	Europe				North America				Consolidated
	Three Months Ended September 30,				Three Months Ended September 30,				Three Months Ended September 30,
	2016		2015		2016		2015		2016		2015
Revenues	$	148.0	$	154.9	$	309.1	$	287.3	$	457.1	$	442.2
Cost of sales		132.1		138.6		264.7		250.4		396.8		389.0
Gross profit		15.9		16.3		44.4		36.9		60.3		53.2
Selling, general, and administrative expenses		9.1		9.6		22.1		21.3		31.2		30.9
Amortization expense		-		-		0.1		0.2		0.1		0.2
Restructuring and asset impairment charges, net		-		0.1		1.2		0.7		1.2		0.8
Operating income	$	6.8	$	6.6	$	21.0	$	14.7		27.7		21.3
Interest expense, net										5.6		6.2
Provision for income taxes										4.2		1.5
Income from discontinued operations, net of tax										0.4		3.2
Noncontrolling interest, net of taxes										0.1		0.6
Net income attributable to Tower International, Inc.									$	18.2	$	16.3

Comparison of Periods – GAAP Analysis of Consolidated Results

Revenues

Total revenues increased during the three months ended September 30, 2016 by $14.9 million, or 3.4%, from the three months ended September 30, 2015, reflecting higher volume ($19.8 million) and favorable foreign exchange ($0.9 million), offset partially by unfavorable pricing ($5.8 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 increased by $7.1 million, or 13.3%, from the three months ended September 30, 2015 to the three months ended September 30, 2016 and our gross profit margin increased from 12.0% during the 2015 period to 13.2% during the 2016 period. The increase in total gross profit reflects higher volume ($4.3 million), substantially offset by unfavorable product mix ($2.5 million) and unfavorable foreign exchange ($1.7 million), excluding the impact on depreciation. All other factors were net favorable ($7 million). Cost of sales was positively impacted by favorable efficiencies ($9.6 million) offset partially by unfavorable pricing and economics ($1.6 million) and unfavorable launch ($1.1 million).

Interest Expense, net    

Interest expense, net, decreased $0.6 million, or 9.7%, from the three months ended September 30, 2015, reflecting primarily lower interest expense on our Term Loan principally due to a reduction in the principal balance offset partially by higher mark-to-market losses on our derivative financial instruments.

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Provision for Income Taxes

Income tax expense from continued operations increased $2.7 million from the three months ended September 30, 2015. The primary reason for the increase in three month tax expense is attributable to not having to record deferred income tax expense on U.S. profits in 2015 due to the valuation allowance. In the third quarter of 2016, we recorded $3.1 million of deferred income tax expense on U.S. profits.  

In the fourth quarter of 2015, we released the valuation allowance on the most of our U.S. deferred tax assets, since we concluded it was more likely than not we would be able to fully utilize these deferred tax assets in the future. In 2016, we will begin recording tax expense - primarily deferred tax expense - on our U.S. profits as we utilize our deferred tax assets to reduce our cash tax liability.  We expect to utilize U.S. tax attributes such as net operating loss carryforwards and research credits to eliminate our U.S. cash tax liability on U.S. profits except for an immaterial amount for alternative minimum tax and some state taxes until 2020.

Income from Discontinued Operations

During the second quarter of 2016, the Company’s Board of Directors approved a plan to sell the Company’s remaining business operations in Brazil and China. At September 30, 2016, all of the Brazilian and Chinese business operations are 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  .

The Company recorded income from discontinued operations, net of tax, of $0.4 million during the three months ended September 30, 2016, as compared with income of $3.2 million for the three months ended September 30, 2015.

For the three months ended September 30, 2015, the discontinued operations included results from two of our China joint ventures and an operation in Brazil that were sold in the fourth quarter of 2015.

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):

	Europe				North America				Consolidated
	Three Months Ended September 30,				Three Months Ended September 30,				Three Months Ended September 30,
	2016		2015		2016		2015		2016		2015
Adjusted EBITDA	$	12.1	$	13.0	$	38.0	$	30.8	$	50.1	$	43.8
Intercompany charges		2.4		0.6		(2.4)		(0.6)		-		-
Restructuring and asset impairments		-		(0.1)		(1.2)		(0.7)		(1.2)		(0.8)
Depreciation and amortization		(7.0)		(6.6)		(10.9)		(11.8)		(17.9)		(18.4)
Acquisition costs and other		-		(0.3)		0.1		(0.1)		0.1		(0.4)
Long-term compensation (a)		(0.7)		-		(2.6)		(2.9)		(3.3)		(2.9)
Operating income	$	6.8	$	6.6	$	21.0	$	14.7		27.7		21.3
Interest expense, net										(5.6)		(6.2)
Provision for income taxes										(4.2)		(1.5)
Income from discontinued operations, net of tax										0.4		3.2
Noncontrolling interest, net of taxes										(0.1)		(0.6)
Net income attributable to Tower International, Inc.									$	18.2	$	16.3

(a) Represents the compensation expense related to stock options, restricted stock units, accruals from 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.

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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, 2016 and 2015 (in millions), as well as an explanation of variances:

	Europe				North America				Consolidated
			Adjusted				Adjusted				Adjusted
	Revenues		EBITDA(b)		Revenues		EBITDA(b)		Revenues		EBITDA(b)
Three Months Ended September 30, 2016 results	$	148.0	$	12.1	$	309.1	$	38.0	$	457.1	$	50.1
Three Months Ended September 30, 2015 results		154.9		13.0		287.3		30.8		442.2		43.8
Variance	$	(6.9)	$	(0.9)	$	21.8	$	7.2	$	14.9	$	6.3
Variance attributable to:
Volume and mix	$	(2.7)	$	(2.9)	$	22.5	$	4.7	$	19.8	$	1.8
Foreign exchange		0.9		0.2		-		(0.2)		0.9		-
Pricing and economics		(5.1)		(2.5)		(0.7)		1.1		(5.8)		(1.4)
Efficiencies		-		3.6		-		6.0		-		9.6
Selling, general, and administrative
expenses and other items (c )		-		0.7		-		(4.4)		-		(3.7)
Total	$	(6.9)	$	(0.9)	$	21.8	$	7.2	$	14.9	$	6.3

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

(c)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 increased by $6.3 million, or 14.4%, from the three months ended September 30, 2015, reflecting higher volume ($4.3 million), which was offset partially by unfavorable product mix ($2.5 million). All other factors were net favorable ($4.5 million).  Favorable efficiencies ($9.6 million) were offset partially by unfavorable pricing and economics ($1.4 million) and unfavorable SG&A expenses and other items ($3.7 million).

Europe Segment: In our Europe segment, Adjusted EBITDA decreased by $0.9 million, or 6.9%, from the three months ended September 30, 2015, reflecting unfavorable product mix ($2.2 million) and lower volume ($0.7 million), offset partially by favorable foreign exchange ($0.2 million). All other factors were net favorable ($1.8 million). Favorable efficiencies ($3.6 million) and favorable SG&A expenses and other items ($0.7 million)were offset partially by unfavorable pricing and economics ($2.5 million), principally product pricing and labor costs.

North America Segment: In our North America segment, Adjusted EBITDA increased by $7.2 million, or 23.4%, from the three months ended September 30, 2015 reflecting higher volume ($5.0 million), which was offset partially by unfavorable product mix ($0.3 million) and unfavorable foreign exchange ($0.2 million). All other factors were net favorable ($2.7 million). Favorable efficiencies ($6.0 million) and favorable pricing and economics ($1.1 million) were offset partially by unfavorable SG&A expenses and other items ($4.4 million), reflecting higher launch and higher overall compensation costs, primarily related to increased engineering.

Results of Operations—Nine months Ended September 30, 2016 Compared with the Nine months Ended September 30, 2015

The following table presents production volumes in specified regions, according to the IHS October 2016 issue, for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015 (in millions of units produced):

	Europe	North America
Nine Months Ended September 30, 2016	16.1	13.5
Nine Months Ended September 30, 2015	15.6	13.2
Increase / (Decrease)	0.5	0.3
Percentage change	3%	2%

According to IHS, full year 2016 vehicle production is expected to increase when compared to 2015 in North America by 2% and Europe by 2%.

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 The following table presents select financial information for the nine months ended September 30, 2016 and 2015 (in millions):

	Europe					North America			Consolidated
	Nine Months Ended September 30,					Nine Months Ended September 30,			Nine Months Ended September 30,
	2016		2015		2016		2015		2016		2015
Revenues	$	484.1	$	496.0	$	967.3	$	845.2	$	1,451.4	$	1,341.2
Cost of sales		434.6		443.6		837.3		728.1		1,271.9		1,171.7
Gross profit		49.5		52.4		130.0		117.1		179.5		169.5
Selling, general, and administrative expenses		29.1		28.4		67.0		62.2		96.1		90.6
Amortization expense		-		-		0.3		0.2		0.3		0.2
Restructuring and asset impairment charges, net		0.1		0.2		2.7		6.8		2.8		7.0
Operating income	$	20.3	$	23.8	$	60.0	$	47.9		80.2		71.7
Interest expense, net										18.1		17.8
Other expense										6.5		-
Provision for income taxes										13.8		5.3
Income / (loss) from discontinued operations, net of tax										(20.0)		1.6
Noncontrolling interest, net of taxes										0.2		1.2
Net income attributable to Tower International, Inc.									$	21.7	$	49.0

Comparison of Periods – GAAP Analysis of Consolidated Results

Revenues

Total revenues increased during the nine months ended September 30, 2016 by $110.2 million, or 8.2%, from the nine months ended September 30, 2015 reflecting higher volume ($127.7 million) and favorable foreign exchange ($1.3 million), offset partially by unfavorable pricing ($18.8 million).

Gross Profit

Total gross profit increased by $10.0 million, or 5.9%, from the nine months ended September 30, 2015 to the nine months ended September 30, 2016 and our gross profit margin decreased from 12.6% during the 2015 period to 12.4% during the 2016 period. The increase in total gross profit reflects higher volume ($21.5 million) and favorable foreign exchange ($0.5 million), excluding the impact on depreciation, offset partially by unfavorable product mix ($6.6 million). All other factors were net unfavorable ($5.4 million). Cost of sales was positively impacted by favorable efficiencies ($21.1 million) which were offset by unfavorable pricing and economics ($18.8 million) and unfavorable launch ($7.6 million).

Selling, General, and Administrative Expenses

Total SG&A increased $5.5 million, or 6.1%, from the nine months ended September 30, 2015, reflecting higher incentive compensation costs and higher overall compensation costs, primarily related to increased engineering in North America.

Interest Expense, net    

Interest expense, net, increased $0.3 million, or 1.7%, from the nine months ended September 30, 2015, reflecting primarily higher mark-to-market losses on our derivative financial instruments, offset partially by lower interest expense on our Term Loan.

Other Expense

Other expense increased $6.5 million from the nine months ended September 30, 2015, reflecting costs incurred during the nine months ended September 30, 2016 to support the potential sale of Tower Europe, which is no longer being considered.

Provision for Income Taxes

Income tax expense increased $8.5 million from the nine months ended September 30, 2015.  The primary reason for the increase in nine month tax expense is attributable to not having to record deferred income tax expense on U.S. profits in 2015 due to the valuation allowance.  In the first nine months of 2016, we recorded $9 million of deferred income tax expense on U.S. profits.  

In the fourth quarter of 2015, we released the valuation allowance on the most of our U.S. deferred tax assets, since we concluded it was more likely than not we would be able to fully utilize these deferred tax assets in the future.  In 2016, we are recording tax expense - primarily deferred tax expense - on our U.S. profits as we utilize our deferred tax assets to reduce our cash tax liability.  We expect to utilize U.S. tax attributes such as net operating loss carryforwards and research credits to eliminate our U.S. cash tax liability on U.S. profits except for an immaterial amount for alternative minimum tax and some state taxes until 2020.

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Income / (Loss) from Discontinued Operations

As noted above, during the second quarter of 2016, the Company’s Board of Directors approved a plan to sell the Company’s remaining business operations in Brazil and China. At September 30, 2016, all of the Brazilian and Chinese business operations are considered held for sale.

The Company recorded a loss from discontinued operations, net of tax, of $20.0 million during the nine months ended September 30, 2016, as compared with income of $1.6 million for the nine months ended September 30, 2015.

During the second quarter of 2016, the Company recorded a fair value adjustment of $18.1 million related to the planned sale of the Company’s remaining Brazil and China operations. Of that amount, $15 million represents the cumulative translation adjustment related to Brazil and $3.1 million reflects a fair value adjustment to the Ningbo joint venture in China.

For the nine months ended September 30, 2015, the discontinued operations included results from two of our China joint ventures and an operation in Brazil that were sold in the fourth quarter of 2015.

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):

	Europe				North America				Consolidated
	Nine Months Ended September 30,				Nine Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015		2016		2015
Adjusted EBITDA	$	37.3	$	41.2	$	108.2	$	101.2	$	145.5	$	142.4
Intercompany charges		5.4		2.9		(5.4)		(2.9)		-		-
Restructuring and asset impairment charges, net		(0.1)		(0.2)		(2.7)		(6.8)		(2.8)		(7.0)
Depreciation and amortization		(20.8)		(19.8)		(32.6)		(34.4)		(53.4)		(54.2)
Acquisition costs and other		(0.3)		(0.3)		-		(0.3)		(0.3)		(0.6)
Long-term compensation (a)		(1.2)		-		(7.5)		(8.9)		(8.7)		(8.9)
Operating income	$	20.3	$	23.8	$	60.0	$	47.9		80.2		71.7
Interest expense, net										(18.1)		(17.8)
Other expense (b)										(6.5)		-
Provision for income taxes										(13.8)		(5.3)
Income / (loss) from discontinued operations, net of tax										(20.0)		1.6
Noncontrolling interest, net of taxes										(0.2)		(1.2)
Net income attributable to Tower International, Inc.									$	21.7	$	49.0

(a) Represents the compensation expense related to stock options, restricted stock units, accruals from 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 costs incurred to date to support the potential sale of Tower Europe, which is no longer being considered.

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The following table presents revenues (a GAAP measure) and Adjusted EBITDA (a non-GAAP measure) for the nine months ended September 30, 2016 and 2015 (in millions), as well as an explanation of variances:

	Europe				North America				Consolidated
			Adjusted				Adjusted				Adjusted
	Revenues		EBITDA(c)		Revenues		EBITDA(c)		Revenues		EBITDA(c)
Nine Months Ended September 30, 2016 results	$	484.1	$	37.3	$	967.3	$	108.2	$	1,451.4	$	145.5
Nine Months Ended September 30, 2015 results		496.0		41.2		845.2		101.2		1,341.2		142.4
Variance	$	(11.9)	$	(3.9)	$	122.1	$	7.0	$	110.2	$	3.1
Variance attributable to:
Volume and mix	$	(3.3)	$	(4.6)	$	131.0	$	19.5	$	127.7	$	14.9
Foreign exchange		1.3		0.4		-		-		1.3		0.4
Pricing and economics		(9.9)		(9.4)		(8.9)		(9.4)		(18.8)		(18.8)
Efficiencies		-		9.9		-		11.2		-		21.1
Selling, general, and administrative
expenses and other items (c )		-		(0.2)		-		(14.3)		-		(14.5)
Total	$	(11.9)	$	(3.9)	$	122.1	$	7.0	$	110.2	$	3.1

(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 increased by $3.1 million, or 2.2%, from the nine months ended September 30, 2015, reflecting higher volume ($21.5 million) and favorable foreign exchange ($0.4 million), which were offset partially by unfavorable product mix ($6.6 million). All other factors were net unfavorable ($12.2 million). Unfavorable pricing and economics ($18.8 million) and unfavorable SG&A expenses and other items ($14.5 million) were partially offset by favorable efficiencies ($21.1 million).

Europe Segment: In our Europe segment, Adjusted EBITDA decreased by $3.9 million, or 9.5%, from the nine months ended September 30, 2015, reflecting lower volume ($1.8 million) and unfavorable product mix ($2.8 million), which were offset partially by favorable foreign exchange ($0.4 million). All other factors were net favorable ($.3 million). Favorable efficiencies ($9.9 million) were offset partially by  unfavorable pricing and economics ($9.4 million), principally product pricing and labor costs, and unfavorable SG&A expenses and other items ($0.2 million).

North America Segment: In our North America segment, Adjusted EBITDA increased by $7.0 million, or 6.9%, from the nine months ended September 30, 2015, reflecting higher volume ($23.3 million), which was offset partially by unfavorable product mix ($3.8 million). All other factors were net unfavorable ($12.5 million). Unfavorable pricing and economics ($9.4 million) and unfavorable SG&A expenses and other items ($14.3 million), reflecting primarily higher launch costs and higher overall compensation costs, primarily related to increased engineering, were offset partially by favorable efficiencies ($11.2 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,
	2016		2015		2016		2015
Employee termination costs	$	0.4	$	0.1	$	0.5	$	0.3
Other exit costs		0.8		0.6		2.3		2.0
Asset impairment charges		-		-		-		4.6
Total restructuring charges, net	$	1.2	$	0.7	$	2.8	$	6.9

We restructure our global operations in an effort to align our capacity with demand and to reduce our costs. Restructuring costs include employee termination benefits and other incremental costs resulting from restructuring activities. These incremental costs principally include equipment and personnel relocation costs. Restructuring costs are recognized in our Condensed Consolidated Financial Statements in accordance with FASB ASC No. 420, Exit or Disposal Obligations, and are presented 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.

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The charges incurred in our North America segment during the three and nine months ended September 30, 2016 related to ongoing maintenance expense of facilities closed as a result of prior actions and severance charges to reduce fixed costs. The charges incurred in our Europe segment for the three and nine months ended September 30, 2016 related to severance charges in Europe to reduce fixed costs.

We expect to continue to incur additional restructuring expense in 2016 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.

Liquidity and Capital Resources

General

We generally expect to fund expenditures for operations, administrative expenses, capital expenditures, dividend payments, 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, 2016, we had available liquidity of approximately $237.7 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, potential operating lease arrangements, and borrowings under our revolving credit facility.

On June 17, 2016, we announced our Board of Directors’ authorization to repurchase up to $100 million of the Company’s issued and outstanding common stock from time to time in the open market, or in privately negotiated transactions. We expect to fund such repurchases from cash flow from operations, cash on hand, potential operating lease arrangements, 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,
	2016		2015
Net cash provided by / (used in):
Operating activities	$	32.4	$	38.5
Investing activities		(73.5)		(68.2)
Financing activities		(33.7)		(0.9)

Net Cash Provided by Operating Activities

Net cash generated from operating activities was $32.4 million during the nine months ended September 30, 2016, compared to $38.5 million during the nine months ended September 30, 2015. The primary reason for this decrease was the unfavorable fluctuation in working capital items.

Net Cash Used in Investing Activities

Net cash utilized in investing activities was $73.5 million during the nine months ended September 30, 2016, compared to $68.2 million during the nine months ended September 30, 2015. The $5.3 million increase in cash utilized was attributable primarily to increased capital expenditures related to the timing of program launches.

Net Cash Provided by / (Used in) Financing Activities

Net cash utilized in financing activities was $33.7 million during the nine months ended September 30, 2016, compared to $0.9million during the nine months ended September 30, 2015. This $32.8 million increase in cash utilized was attributable primarily to the repayment of $50 million on the Term Loan Credit Facility during the first quarter of 2016 and dividend payments during the first, second, and third quarters of 2016, offset partially by higher borrowings on the revolver.

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 16.7 days during the third quarter of 2016 from 14.3 days during the second quarter of 2016. Our inventory levels increased from $66.6 million at December 31, 2015 to $77.4 million at September 30, 2016, primarily due to the ramp up of production on recently awarded business.

Our accounts receivable balance increased from $223.7 million as of December 31, 2015 to $242.3 million as of September 30, 2016. The increase reflects the timing of customer payments consistent with normal seasonality.

Our accounts payable balance increased from $268 million as of December 31, 2015 to $292.2 million as of September 30, 2016. The change reflects primarily the increase of trade accounts payable, reflecting primarily the matching of terms with our customers and vendors.

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

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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 impacted 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. This timing delay causes our working capital to fluctuate between periods due to the timing of the cash inflows and outflows.

On September 30, 2016 and December 31, 2015 we had working capital balances of $115.7 million and $151.7 million, respectively. This decrease is related primarily to our using cash on hand to make a $50 million voluntary repayment on our Term Loan Credit Facility during the first quarter of 2016.

Sources and Uses of Liquidity

Our available liquidity at September 30, 2016 was approximately $237.7 million, which consisted of $47.2 million of cash on hand, and unutilized borrowing availability under our U.S. and foreign credit facilities of $148.4 million and $42.1 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, 2015 we had available liquidity of $341.9 million.

As of September 30, 2016, we had short-term debt, excluding capital leases, of $34.4 million, of which $28.5 million related to receivables factoring in Europe, $4.5 million related to current maturities of our Term Loan Credit Facility, and $1.4 million related to indebtedness in Europe. Historically, we have been successful in renewing this debt as it becomes due, but we cannot provide assurance that this debt will continue to be renewed or, if renewed, that this debt will continue to be renewed under the same terms. The receivables factoring in Europe consists of uncommitted demand facilities, which are subject to termination at the discretion of the banks, although we have not experienced any terminations by the banks.

Pursuant to the Board of Directors’ declaration on October 16, 2015, the Company commenced payment of a quarterly dividend of $0.10 per common share. During the three and nine months ended September 30, 2016, the Company paid dividends of $2.1 million and $6.3 million, respectively.

As noted above, on June 17, 2016, the Company announced its Board of Directors’ authorization to repurchase up to $100 million of the Company’s issued and outstanding common stock from time to time in the open market, or in privately negotiated transactions. As of September 30, 2016, 785,624 shares have been purchased for $17.9 million under the Repurchase Program.

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,
	2016		2015
Net cash provided by continuing operating activities	$	32.4	$	38.5
Cash disbursed for purchases of property, plant, and equipment, net		(73.5)		(56.4)
Free cash flow		(41.1)		(17.9)
Net cash received / (disbursed) for customer-owned tooling		(52.1)		(39.8)
Adjusted free cash flow	$	11.0	$	21.9

Adjusted free cash flow was $11.0 million during the first nine months of 2016, compared to $21.9 million during the nine months ended September 30, 2015. The $10.9 million difference in adjusted free cash flow reflects primarily increased capital expenditures and the unfavorable fluctuation in working capital items.

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Debt

As of September 30, 2016, we had outstanding indebtedness, excluding capital lease obligations, of approximately $433.4 million, which consisted of the following:

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	•	$362.9 million (net of a $0.9 million original issue discount) indebtedness outstanding under our Term Loan Credit Facility
	•	$41.5 million indebtedness outstanding under our Amended Credit Revolving Facility
	•	$35.7 million of foreign subsidiary indebtedness
	•	$6.7 million of debt issue costs netted against our indebtedness

In January 2016, the Company made a $50 million voluntary repayment on the Term Loan Credit Facility.

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 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 term loans bear interest at (i) the Alternate Base Rate plus 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%.

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.

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, us, 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 Third Amended Revolving Credit Facility Agreement amended and restated, in its entirety, the Second Amended Revolving Credit 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, 2016, we had $41.5million of borrowings outstanding under our Amended Revolving Credit Facility and $10.1 million of letters of credit outstanding under the Third Amended Revolving Credit Facility Agreement. Thus, we could have borrowed an additional $148.4 million under the Third Amended Revolving Credit Facility Agreement as of September 30, 2016, calculated as follows (in millions):

Total Revolving Credit Commitment	$	200.0
Borrowings on Amended Revolving Credit Facility		41.5
Letter of credit outstanding		10.1
Availability on Third Amended Revolving Credit Facility Agreement	$	148.4

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. The applicable margin for the base rate based borrowings as of September 30, 2016 was 1.50%. The applicable margin for the LIBOR based borrowings as of September 30, 2016 was 2.50%. 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)

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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, 2016, we were in compliance with the financial covenants that govern our credit agreements.

Foreign Subsidiary Indebtedness

Our foreign subsidiary indebtedness consists primarily of borrowings in Europe and receivables factoring in Europe, 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 2018 and 2026. As of September 30, 2016, our total future operating lease payments amounts to $130.3 million and the present value of minimum lease payments under our capital leases amounted to $6.4 million.

As of December 31, 2015, our total future operating lease payments amounted to $108.7 million and the present value of minimum lease payments under our capital leases amounted to $6.9 million.  The increase in total future operating lease payments between December 31, 2015 and September 30, 2016 principally reflects an increase in rental payments on leases for manufacturing facilities and equipment.

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, 2016, letters of credit outstanding were $10.1 million under the Third Amended Revolving Credit Facility.

Net Debt

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

	As of September 30, 2016		As of December 31, 2015
Total debt, including capital leases and net of debt issue costs	$	439.9	$	444.6
Less: Cash and cash equivalents		47.2		121.6
Add: Cash attributable to discontinued operations		-		8.7
Net debt	$	392.7	$	331.7

As of September 30, 2016, our net debt was $392.7 million, compared to $331.7 million as of December 31, 2015. The $61 million change reflects primarily higher working capital requirements, higher capital expenditures, the purchase of treasury stock and dividend payments.

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, 2015, 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 postretirement benefits;

32

• 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 integrate acquired businesses;

• risks associated with business divestitures including volatility in the capital markets, the capacity of potential bidders to finance transactions and the difficulty of predicting the outcome of negotiations; 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, 2016, we had total debt, excluding capital leases, of $433.4 million (net of a $.9 million discount), consisting of variable rate debt of $240.5 million (55%) and fixed rate debt of $192.9 million (45%), 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 $241.0 million for the nine months ended September 30, 2016, 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 interest rate swap for a portion of our Term Loan. The maturity date for this swap instrument is April 16, 2020. The interest rate was fixed at 5.09% per annum but the fair value of the swap will fluctuate with changes in interest rates.

On April 16, 2015, the U.S. dollar notional amount of $200 million was reduced to $186.1 million, but the 5.09% interest rate per annum and maturity date of April 16, 2020 remained the same. The interest rate is fixed at 5.09% per annum, but the fair value of the swap will fluctuate with changes in interest rates.

33

Foreign Exchange Risk

 A significant portion of our revenues is derived from manufacturing operations in Europe. 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 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, 2016.

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

Inflation

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

34

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 (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2016. Based upon that evaluation, the CEO and the CFO have concluded that, as of September 30, 2016, 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 CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There has not been any change in our internal control over financial reporting that occurred during the quarter ended September 30, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

35

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, 2015.

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

Purchases of Equity Securities

				Total Number of
				Shares (or Units)	Dollar Value of
		Weighted		Purchased as Part	Shares that May
	Total Number of	Average Price		of Publicly	Yet Be Purchased
	Shares (or Units)	Paid per Share		Announced Plan	Under Plan or
Period	Purchased	(or Unit) (2)		or Program	Program (1)
July 1 to July 31, 2016	112,300	$	19.97	112,300	$	97,757,714
August 1 to August 31, 2016	371,252	$	22.78	371,186	$	89,300,723
September 1 to September 30, 2016	302,138	$	23.83	302,138	$	82,105,337
Total	785,690	$	22.80	785,624

(1)This column includes the approximate dollar value of shares that remain authorized for repurchase under the Company’s Repurchase Program announced on June 17, 2016. Subject to applicable legal restrictions, shares may be repurchased in open market transactions, privately negotiated transactions, or in such other manner as shall be determined by the Chief Executive Officer, the Chief Financial Officer (the “Proper Officers”), or their designee. The timing, manner, price, and amount of repurchases will be determined at the Proper Officer’s discretion and the Repurchase Program shall terminate on the earlier of (i) the first date on which a total of $100 million of the Company’s shares of common stock shall have been purchased and (ii) such other date as shall be determined by the Company’s Board of Directors.

(2)The weighted average price paid for shares of common stock includes commissions paid.

36

Item 6. Exhibits.

10.1†	Second Amended and Restated Employment Agreement, dated August 31, 2016, between Tower Automotive Operations USA I, LLC and James C.  Gouin (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed September 1, 2016 and incorporated herein by reference).
10.2†	Amended and Restated Employment Agreement, dated August 31, 2016, between Tower Automotive Operations USA I, LLC and JeffreyKersten (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed September 1, 2016 and incorporated herein by reference).
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.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

__________________________

*Furnished, not filed

†Management contract or compensatory plan or arrangement.

37

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:  November 2, 2016	/s/ Jeffrey Kersten
	Jeffrey Kersten
	Chief Financial Officer

38

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, 2016 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: November 2, 2016

/s/ Mark Malcolm

Mark Malcolm

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Jeffrey Kersten, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the three months ended September 30, 2016 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: November 2, 2016

/s/ Jeffrey Kersten

Jeffrey Kersten

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, 2016 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.

November 2, 2016

/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, 2016 of Tower International, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffrey Kersten, 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.

November 2, 2016

/s/ Jeffrey Kersten

 Jeffrey Kersten

Chief Financial Officer

XML

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Oct. 27, 2016
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q3
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		20,339,114

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2016		Dec. 31, 2015
ASSETS
Cash and cash equivalents	$ 47,216		$ 121,594
Accounts receivable, net of allowance of $797 and $1,277	242,338		223,735
Inventories (Note 3)	77,402		66,648
Assets held for sale (Note 4)	104,482		113,664
Prepaid tooling, notes receivable, and other	134,089		68,242
Total current assets	605,527		593,883
Property, plant, and equipment, net	452,541		427,887
Goodwill (Note 6)	60,215		59,340
Deferred tax asset	119,584		127,207
Other assets, net	8,867		7,180
Total assets	1,246,734	[1]	1,215,497
LIABILITIES AND EQUITY
Short-term debt and current maturities of capital lease obligations (Note 8)	35,380		29,492
Accounts payable	292,224		268,008
Accrued liabilities	110,918		100,529
Liabilities held for sale (Note 4)	51,355		44,157
Total current liabilities	489,877		442,186
Long-term debt, net of current maturities (Note 8)	399,052		409,116
Obligations under capital leases, net of current maturities (Note 8)	5,445		5,984
Deferred tax liability	6,586		6,167
Pension liability (Note 11)	57,773		65,621
Other non-current liabilities	78,448		79,704
Total non-current liabilities	547,304		566,592
Total liabilities	1,037,181		1,008,778
Commitments and contingencies (Note 17)
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, 22,087,367 issued and 20,383,138 outstanding at September 30, 2016, and 22,003,820 issued and 21,111,610 outstanding at December 31, 2015	221		220
Additional paid in capital	339,477		337,864
Treasury stock, at cost, 1,704,229 and 892,210 shares as of September 30, 2016 and December 31, 2015	(34,600)		(16,067)
Accumulated deficit	(28,670)		(44,030)
Accumulated other comprehensive loss (Note 12)	(73,926)		(80,492)
Total Tower International, Inc.'s stockholders' equity	202,502		197,495
Noncontrolling interests in subsidiaries (Note 12)	7,051		9,224
Total stockholders' equity	209,553		206,719
Total liabilities and stockholders' equity	$ 1,246,734		$ 1,215,497

[1] As of September 30, 2016, total assets include assets held for sale

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Statement Of Financial Position [Abstract]
Allowance for accounts receivable (in dollars)	$ 797	$ 1,277
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	22,087,367	22,003,820
Common stock, shares outstanding	20,383,138	21,111,610
Treasury stock, shares	1,704,229	892,210

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Statement [Abstract]
Revenues	$ 457,042	$ 442,190	$ 1,451,367	$ 1,341,181
Cost of sales	396,806	388,989	1,271,900	1,171,682
Gross profit	60,236	53,201	179,467	169,499
Selling, general, and administrative expenses	31,223	30,869	96,125	90,602
Amortization expense (Note 6)	112	249	344	249
Restructuring and asset impairment charges, net (Note 7)	1,196	784	2,782	6,984
Operating income	27,705	21,299	80,216	71,664
Interest expense	5,598	6,223	18,167	17,821
Interest income	40	6	108	16
Other expense	0		6,481
Income before provision for income taxes, and income / (loss) from discontinued operations	22,147	15,082	55,676	53,859
Provision for income taxes (Note 10)	4,239	1,456	13,770	5,287
Income from continuing operations	17,908	13,626	41,906	48,572
Income / (loss) from discontinued operations, net of tax (Note 4)	367	3,246	(19,999)	1,560
Net income	18,275	16,872	21,907	50,132
Less: Net income attributable to the noncontrolling interests	118	589	213	1,162
Net income attributable to Tower International, Inc.	$ 18,157	$ 16,283	$ 21,694	$ 48,970
Weighted average basic shares outstanding	20,830,203	21,107,477	21,039,305	21,087,691
Weighted average diluted shares outstanding	21,182,149	21,422,859	21,372,875	21,395,797
Basic income per share attributable to Tower International, Inc.:
Income per share from continuing operations (Note 13)	$ 0.85	$ 0.62	$ 1.98	$ 2.25
Income / (loss) per share from discontinued operations (Note 13)	0.02	0.15	(0.95)	0.07
Income per share (Note 13)	0.87	0.77	1.03	2.32
Diluted income per share attributable to Tower International, Inc.:
Income per share from continuing operations (Note 13)	0.84	0.61	1.95	2.22
Income / (loss) per share from discontinued operations (Note 13)	0.02	0.15	(0.93)	0.07
Income per share (Note 13)	0.86	$ 0.76	1.02	$ 2.29
Dividends declared per share	$ 0.10		$ 0.30

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME / (LOSS) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Statement [Abstract]
Net income	$ 18,275	$ 16,872	$ 21,907	$ 50,132
Other comprehensive income / (loss), net of tax:
Foreign currency translation adjustments, net of tax (benefit) of ($1.1 million), ($0 million), ($2.1 million), and ($0 million)	(100)	(13,002)	6,344	(22,171)
Other comprehensive income / (loss), net of tax:	(100)	(13,002)	6,344	(22,171)
Comprehensive income	18,175	3,870	28,251	27,961
Less: Comprehensive income / (loss) attributable to noncontrolling interests	89	(902)	(9)	(357)
Comprehensive income / (loss) attributable to Tower International, Inc.	$ 18,086	$ 4,772	$ 28,260	$ 28,318

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME / (LOSS) (Parenthetical) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Statement [Abstract]
Foreign currency translation adjustment, tax (benefit)	$ (1.1)	$ 0.0	$ (2.1)	$ 0.0

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
OPERATING ACTIVITIES:
Net income	$ 21,907	$ 50,132
Less: Income / (loss) from discontinued operations, net of tax	(19,999)	1,560
Income from continuing operations	41,906	48,572
Adjustments required to reconcile income from continuing operations to net cash provided by / (used in) continuing operating activities:
Deferred income tax provision	10,251	(238)
Depreciation and amortization	53,383	54,227
Non-cash share-based compensation	1,545	1,814
Pension income, net of contributions	(7,851)	(10,267)
Change in working capital and other operating items	(66,876)	(55,620)
Net cash provided by continuing operating activities	32,358	38,488
INVESTING ACTIVITIES:
Cash disbursed for purchases of property, plant, and equipment, net	(73,536)	(56,438)
Proceeds from disposition of China JVs, net		9,947
Acquisition, net of cash		(21,740)
Net cash used in continuing investing activities	(73,536)	(68,231)
FINANCING ACTIVITIES:
Proceeds from borrowings	458,752	93,952
Repayments of borrowings	(417,664)	(95,834)
Repayments on Term Loan Credit Facility	(50,000)	(25,000)
Proceeds from termination of cross currency swaps		32,377
Dividend payments to Tower shareholders	(6,334)
Proceeds from stock options exercised	68	160
Purchase of treasury stock	(18,533)	(6,551)
Net cash used in continuing financing activities	(33,711)	(896)
Discontinued operations:
Net cash from discontinued operating activities	3,714	21,551
Net cash from discontinued investing activities	(2,110)	(8,953)
Net cash from discontinued financing activities	(2,899)	(9,650)
Net cash from/(used in) discontinued operations	(1,295)	2,948
Effect of exchange rate changes on continuing cash and cash equivalents	1,806	(3,719)
NET CHANGE IN CASH AND CASH EQUIVALENTS	(74,378)	(31,410)
CASH AND CASH EQUIVALENTS:
Beginning of period	121,594	132,684
End of period	47,216	101,274
Supplemental Cash Flow Information:
Interest paid, net of amounts capitalized	14,351	15,357
Income taxes paid	3,567	3,156
Non-cash Investing Activities:
Capital expenditures in liabilities for purchases of property, plant, and equipment	$ 13,525	$ 13,233

XML

Organization and Basis of Presentation

9 Months Ended

Sep. 30, 2016

Organization and Basis of Presentation [Abstract]

Organization and Basis of Presentation

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, 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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New Accounting Pronouncements

9 Months Ended

Sep. 30, 2016

New Accounting Pronouncements [Abstract]

New Accounting Pronouncements

Note 2. New Accounting Pronouncements

Revenue Recognition

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU outlines a single comprehensive model for entities to utilize to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that will be received in exchange for the goods and services. Additional disclosures will also be required to enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB deferred the effective date of this standards update to fiscal years beginning after December 15, 2017, with early adoption permitted on the original effective date of fiscal years beginning after December 15, 2016. In 2016, the FASB issued ASU No. 2016-08, ASU No. 2016-10, ASU No. 2016-11, and ASU 2016-12, all of which amend the implementation guidance and illustrations in the Board’s new revenue standard. The Company is currently evaluating significant contracts and assessing any impact to the Consolidated Financial Statements.

Inventory

In July 2015, the FASB issued ASU No. 2015-11, Inventory: Simplifying the Measurement of Inventory, which requires entities that measure inventory using first-in, first-out (FIFO) or average cost, to measure inventory at the lower of cost and net realizable value. This ASU is effective prospectively for annual periods beginning after December 15, 2016, and interim periods therein. The Company is assessing the potential impact of this new guidance on its Consolidated Financial Statements, but does not expect a material financial statement impact related to the adoption of this ASU.

Leases

In February 2016, the FASB issued ASU No. 2016-02, Lease Accounting. This ASU introduces a lessee model that brings most leases on the balance sheet. Further, the standard also aligns certain of the underlying principles of the new lessor model with those in ASU 2014-09. This new ASU on leases is effective for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently evaluating significant contracts and assessing any impact to the Consolidated Financial Statements.

Stock Compensation

In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for employee share-based payment transactions. This ASU is effective for annual reporting periods beginning after December 15, 2016, and interim periods therein. The Company is currently assessing the potential impact on its Consolidated Financial Statements.

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Inventories

9 Months Ended

Sep. 30, 2016

Inventories [Abstract]

Inventories

Note 3. 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, 2016		December 31, 2015
Raw materials	$	35,291	$	32,553
Work in process		16,856		12,911
Finished goods		25,255		21,184
Total inventory	$	77,402	$	66,648

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Discontinued Operations and Assets Held for Sale

9 Months Ended

Sep. 30, 2016

Discontinued Operations and Assets Held for Sale [Abstract]

Discontinued Operations and Assets Held for Sale

Note 4. Discontinued Operations and Assets Held for Sale

During the second quarter of 2016, the Company’s Board of Directors approved a plan to sell the Company’s remaining business operations in Brazil and China. At September 30, 2016, all of the Brazilian and Chinese business operations are 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.

The following table discloses select financial information of the discontinued operations of the Company’s Brazilian and Chinese business operations (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Revenues	$	28,536	$	52,654	$	78,619	$	195,013
Income / (loss) from discontinued operations:
Income / (loss) before provision for income taxes and
equity in income / (loss) of joint venture		637		3,359		(18,747)		2,905
Provision for income taxes		270		256		1,252		1,299
Equity in income / (loss) of joint venture, net of tax		-		(143)		-		46
Income (loss) from discontinued operations	$	367	$	3,246	$	(19,999)	$	1,560

For the three and nine months ended September 30, 2015, the discontinued operations included results from two of the Company’s China joint ventures and an operation in Brazil that were sold in the fourth quarter of 2015.

The assets and liabilities held for sale are recorded at the lower of carrying value or fair value less costs to sell and are summarized by category in the following table (in thousands):

	September 30, 2016		December 31, 2015
ASSETS
Current assets	$	60,390	$	55,474
Property, plant, and equipment, net		48,309		45,272
Other assets, net		13,883		12,918
Fair value adjustment		(18,100)		-
Total assets held for sale	$	104,482	$	113,664
LIABILITIES
Short-term debt and current maturities of capital lease obligations	$	1,323	$	886
Accounts payable		43,871		37,039
Total current liabilities		45,194		37,925
Long-term debt, net of current maturities		2,732		3,102
Other non-current liabilities		3,429		3,130
Total non-current liabilities		6,161		6,232
Total liabilities held for sale	$	51,355	$	44,157

During the second quarter of 2016, the Company recorded a fair value adjustment of $18.1 million related to the planned sale of the Company’s remaining Brazil and China operations. Of that amount, $15 million represents the cumulative translation adjustment related to Brazil and $3.1 million reflects a fair value adjustment to the Ningbo joint venture in China.

In the period ended September 30, 2015, we recorded a $4.1 million gain on the sale of a joint venture in China (Xiangtan DIT Automotive Products Co.).

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Tooling

9 Months Ended

Sep. 30, 2016

Tooling [Abstract]

Tooling

Note 5. Tooling

Tooling represents costs incurred by the Company in the development of new tooling used in the manufacture of the Company’s products. All pre-production tooling costs incurred for tools that the Company will not own and that will be used in producing products supplied under long-term supply agreements are expensed as incurred, unless the supply agreement provides the Company with the 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.

After 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, 2016		December 31, 2015
Customer-owned tooling, net	$	107,205	$	58,801
Company-owned tooling		2		16
Total tooling, net	$	107,207	$	58,817

 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, 2016

Goodwill and Other Intangible Assets [Abstract]

Goodwill and Other Intangible Assets

Note 6. Goodwill and Other Intangible Assets

Goodwill

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

	Europe		North America		Consolidated
Balance at December 31, 2015	$	50,890	$	8,450	$	59,340
Currency translation adjustment		1,776		(901)		875
Balance at September 30, 2016	$	52,666	$	7,549	$	60,215

Intangibles

In the North America segment, an intangible asset of $3.5 million related to customer relationships was recorded in 2015, as part of the acquisition of a facility in Mexico. This intangible asset has a definite life and will be amortized on a straight-line basis over seven years, the estimated life of the related asset, which approximates the recognition of related revenues.

The Company incurred amortization expense of $0.1 million and $0.3 million, respectively, for the three and nine months ended September 30, 2016. The Company incurred amortization expense of $0.2 million for the three and nine months ended September 30, 2015. 

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Restructuring and Asset Impairment Charges

9 Months Ended

Sep. 30, 2016

Restructuring and Asset Impairment Charges [Abstract]

Restructuring and Asset Impairment Charges

Note 7. Restructuring and Asset Impairment Charges

As of September 30, 2016, the Company has executed various restructuring plans and may execute additional plans in the future to reduce corporate overhead, to realign manufacturing capacity to prevailing global automotive production levels, 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,
	2016		2015		2016		2015
Europe	$	-	$	143	$	117	$	227
North America		1,196		641		2,665		6,757
Consolidated	$	1,196	$	784	$	2,782	$	6,984

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 September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Employee termination costs	$	361	$	143	$	493	$	328
Other exit costs		835		641		2,289		2,098
Asset impairment		-		-		-		4,558
Total restructuring expense	$	1,196	$	784	$	2,782	$	6,984

The charges incurred during the nine months ended September 30, 2016 and 2015 related primarily to the following actions:

2016 Actions

During the three and nine months ended September 30, 2016, the charges incurred in the North America segment related to ongoing maintenance expense of facilities closed as a result of prior actions and severance charges to reduce fixed costs. The charges incurred in the Europe segment related to severance charges to reduce fixed costs.

2015 Actions

During the three and nine months ended September 30, 2015, the charges incurred in the North America 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 Europe segment related to severance charges to reduce fixed costs and a revision of a previous estimate.

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, 2016 (in thousands):

	Europe		North America		Consolidated
Balance at December 31, 2015	$	99	$	213	$	312
Payments		(118)		(2,674)		(2,792)
Increase in liability		117		2,665		2,782
Balance at September 30, 2016	$	98	$	204	$	302

Except as disclosed in the table above, the Company does not anticipate incurring additional material cash charges associated with the actions described above. The changes in the restructuring reserve set forth in the table above do 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 nine months ended September 30, 2016, reflecting primarily payments of other exit costs related to prior accruals, offset partially by accruals for severance.

During the nine months ended September 30, 2016, the Company incurred payments related to prior accruals in Europe of $0.1 million and in North America of $2.7 million.

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Debt

9 Months Ended

Sep. 30, 2016

Debt [Abstract]

Debt

Note 8. Debt

Short-Term Debt

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

	September 30, 2016		December 31, 2015
Current maturities of debts (excluding capital leases)	$	34,382	$	28,528
Current maturities of capital leases		998		964
Total short-term debt	$	35,380	$	29,492

Long-Term Debt

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

	September 30, 2016		December 31, 2015
Term Loan Credit Facility (net of discount of $889 and $1,222)	$	362,861	$	415,903
Amended Revolving Credit Facility		41,500		-
Other foreign subsidiary indebtedness		35,737		30,703
Debt issue costs		(6,664)		(8,962)
Total debt		433,434		437,644
Less: Current maturities of debts (excluding capital leases)		(34,382)		(28,528)
Total long-term debt	$	399,052	$	409,116

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 amended the 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 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 and the Term Loans bear interest at (i) the Alternate Base Rate plus 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 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 by (i) 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 Guarantor 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 January 15, 2016, the Company made a $50 million voluntary repayment 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 $0.7 million.

As of September 30, 2016, the outstanding principal balance of the Term Loan Credit Facility was $362.9 million (net of a remaining $0.9 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 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 Third Amended Revolving Credit Facility Agreement amended and restated, in its entirety, the Second Amended Revolving Credit Facility Agreement, dated as of June 19, 2013, by and among Tower Automotive Holdings USA, LLC (“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). As of September 30, 2016, the applicable margins were 1.50% per annum and 2.50% per annum for base rate and LIBOR based borrowings, respectively, resulting in a weighted average interest rate of 3.6%. 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, 2016, there was $148.4 million of unutilized borrowing availability under the Amended Revolving Credit Facility.  AT that date, there were$41.5 million of borrowings and $10.1 million of letters of credit outstanding under the Amended Revolving Credit Facility.

Other Foreign Subsidiary Indebtedness

As of September 30, 2016, other foreign subsidiary indebtedness of $35.7 million consisted primarily of receivables factoring in Europe of $28.5 million and other indebtedness in Europe of $7.3 million.

The change in foreign subsidiary indebtedness from December 31, 2015 to September 30, 2016 is explained by the following (in thousands):

	Europe
Balance at December 31, 2015	$	30,704
Maturities of indebtedness		(1,054)
Change in borrowings on credit facilities, net		5,015
Foreign exchange impact		1,072
Balance at September 30, 2016	$	35,737

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

As of September 30, 2016, the receivables factoring facilities balance available to the Company was $28.5 million (€25.3 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, 2016 ranged from 2.20% to 2.70%, with a weighted average interest rate of 2.49% per annum. Any receivables factoring under these facilities is with recourse and is secured by the accounts receivable factored. These receivables factoring transactions are recorded in the Company’s Condensed Consolidated Balance Sheets in short-term debt and current maturities of capital lease obligations.

As of September 30, 2016, the secured line of credit balance available to the Company was $9.4 million (€8.4 million), of which no borrowings were outstanding. The facility bears an interest rate based on the EURIBOR plus a spread of 2.15% and has a maturity date of October 2016 . The effective annual interest rate as of September 30, 2016 was 1.78% per annum. The facilities are 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, 2016, the Company’s European subsidiaries had borrowings of $7.3 million (€6.5 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, 2016, the Company’s European subsidiaries had an asset-based revolving credit facility balance available to the Company of $32.7 million, of which no borrowings were outstanding. This facility bears an interest rate based upon the one 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.

Covenants

As of September 30, 2016, 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:

	September 30, 2016		December 31, 2015
Current maturities of capital leases	$	998	$	964
Non-current maturities of capital leases		5,445		5,984
Total capital leases	$	6,443	$	6,948

Debt Issue Costs

The Company had debt issuance costs, net of amortization, of $6.7 million and $9.0 million as of September 30, 2016 and December 31, 2015, 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 $2.0 million during the three and nine months ended September 30, 2016, respectively. 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.

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Derivative Financial Instruments

9 Months Ended

Sep. 30, 2016

Derivative Derivative Financial Instruments[Abstract]

Derivative Financial Instruments

Note 9. 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. Using the proceeds received from the swap termination transaction, the Company made a $25 million voluntary repayment 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 of €178 million remained the same but the interest rate was lowered from 3.70% to 3.40% per annum.

On April 16, 2015, the Company reduced the U.S. dollar notional amount on the interest rate swap from $200 million to $186.1 million, but the 5.09% interest rate per annum and the maturity date of April 16, 2020 remained the same. The interest rate is fixed at 5.09% per annum, but the fair value of the swap will fluctuate with changes in interest rates.

At September 30, 2016 and December 31, 2015, the U.S. dollar / Euro exchange spot rate was $1.1240 and $1.0906, respectively. The following amounts were recorded in the Condensed Consolidated Balance Sheets as being payable to counterparties under FASB ASC No. 815, Derivatives and Hedging (in thousands):

	Location	September 30, 2016		December 31, 2015
Net investment hedge	Other non-current liabilities	$	15,270	$	9,005
Interest rate swap	Other non-current liabilities		5,340		2,592

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 the deferred gain reported in AOCI at September 30, 2016 and December 31, 2015 (in thousands):

	Deferred gain in AOCI
	September 30, 2016		December 31, 2015
Net investment hedge	$	23,538	$	29,139

Derivative instruments held during the period resulted in the following (income) / expense recorded in income (in thousands):

	(Income) / expense recognized				(Income) / expense recognized
	(ineffective portion)				(ineffective portion)
	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Net investment hedge	$	1,293	$	(465)	$	663	$	(1,001)
Interest rate swap		(663)		(1,166)		2,749		1,274
Total	$	630	$	(1,631)	$	3,412	$	273

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Income Taxes

9 Months Ended

Sep. 30, 2016

Income Taxes [Abstract]

Income Taxes

Note 10. Income Taxes

During the three months ended September 30, 2016, the Company recorded income tax expense of $4.2 million on $22.1 million of pre-tax profit from continuing operations – for a consolidated effective tax rate of 19%.  Included in the $4.2 million of consolidated tax expense was $3.1 million of deferred tax expense attributable to U.S. operations.

During the nine months ended September 30, 2016, the Company recorded income tax expense of $13.8 million on $55.7 million of pre-tax profit from continuing operations – for a consolidated effective tax rate of 24.8%. Included in the $13.8 million of consolidated tax expense was $9 million of deferred tax expense attributable to U.S operations.

In the fourth quarter of 2015, the Company released the U.S. valuation allowance on its U.S. deferred tax assets.  Going forward the Company will book tax expense on its U.S. profits – but this expense will primarily be deferred tax expense until the Company fully utilizes its US tax attributes – mainly net operating loss carryforwards and research tax credits.  The Company does not expect to incur material U.S. current (cash) tax expense until 2020.

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Retirement Plans

9 Months Ended

Sep. 30, 2016

Retirement Plans [Abstract]

Retirement Plans

Note 11. 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 September 30,				Three Months Ended September 30,
	2016		2015		2016		2015
Service cost	$	5	$	8	$	2	$	2
Interest cost		1,927		2,375		136		160
Expected return on plan assets (a)		(2,579)		(3,087)		-		-
Amortization of prior service credit		(24)		(24)		33		33
Net periodic benefit cost / (income)	$	(671)	$	(728)	$	171	$	195

	Pension Benefits				Other Benefits
	Nine Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Service cost	$	16	$	24	$	6	$	6
Interest cost		5,821		7,125		408		480
Expected return on plan assets (a)		(7,670)		(9,261)		-		-
Amortization of prior service credit		(71)		(72)		99		99
Net periodic benefit cost / (income)	$	(1,904)	$	(2,184)	$	513	$	585

(a)Expected rate of return on plan assets is 7.40% for 2016 and was 7.40% for 2015

The Company expects its minimum pension funding requirements to be $7.6 million during 2016. During the three and nine months ended September 30, 2016, the Company made contributions of $2.7 million and $5.9 million, respectively.

Additionally, during the three and nine months ended September 30, 2016, the Company contributed $1.4 million and $4.2 million, respectively, to its defined contribution retirement plans.

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Stockholders' Equity and Noncontrolling Interests

9 Months Ended

Sep. 30, 2016

Stockholders’ Equity and Noncontrolling Interests [Abstract]

Stockholders’ Equity and Noncontrolling Interests

Note 12. 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,
	2016						2015
	Tower		NCI		Total		Tower		NCI		Total
Stockholders' equity beginning balance	$	197,495	$	9,224	$	206,719	$	43,151	$	56,627	$	99,778
Net income		21,694		213		21,907		48,970		1,162		50,132
Other comprehensive income / (loss):		-		-		-		-		-		-
Foreign currency translation adjustments		6,566		(222)		6,344		(20,652)		(1,519)		(22,171)
Total comprehensive income / (loss)		28,260		(9)		28,251		28,318		(357)		27,961
Vesting of RSUs		1		-		1		6		-		6
Treasury stock		(18,533)		-		(18,533)		(6,551)		-		(6,551)
Share based compensation expense		1,545		-		1,545		1,814		-		1,814
Proceeds from stock options exercised		68		-		68		160		-		160
Dividend paid		(6,334)		-		(6,334)		-		-		-
Noncontrolling interest sold		-		-		-		-		-		-
Noncontrolling interest dividends - Wuhu		-		(2,164)		(2,164)		-		-		-
Stockholders' equity ending balance	$	202,502	$	7,051	$	209,553	$	66,898	$	56,270	$	123,168

On June 17, 2016, the Company announced its Board of Directors’ authorization to repurchase up to $100 million of the Company’s issued and outstanding common stock from time to time in the open market, or in privately negotiated transactions (the “Repurchase Program”). As of September 30, 2016, 785,624 shares have been purchased for $17.9 million under the Repurchase Program.

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

	As of September 30, 2016		As of December 31, 2015		Change
Foreign currency translation adjustments, net of tax of $5.5 million and $7.8 million	$	(33,924)	$	(40,490)	$	6,566
Defined benefit plans, net of tax of $13.5 million and $13.5 million		(40,002)		(40,002)		-
Accumulated other comprehensive loss	$	(73,926)	$	(80,492)	$	6,566

The following table presents the changes in accumulated other comprehensive loss by component (in thousands) for the three months ended September 30, 2016:

			Foreign Currency
	Defined Benefit		Translation
	Plan, Net of Tax		Adjustments		Total
Balance at June 30, 2016	$	(40,002)	$	(33,853)	$	(73,855)
Other comprehensive income before reclassification		-		(71)		(71)
Net current-period other comprehensive income		-		(71)		(71)
Balance at September 30, 2016	$	(40,002)	$	(33,924)	$	(73,926)

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 of Tax		Adjustments		Total
Balance at June 30, 2015	$	(39,690)	$	(16,364)	$	(56,054)
Other comprehensive loss before reclassification		-		(11,512)		(11,512)
Net current-period other comprehensive loss		-		(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 nine months ended September 30, 2016:

			Foreign Currency
	Defined Benefit		Translation
	Plan, Net of Tax		Adjustments		Total
Balance at December 31, 2015	$	(40,002)	$	(40,490)	$	(80,492)
Other comprehensive income before reclassification		-		6,566		6,566
Net current-period other comprehensive income		-		6,566		6,566
Balance at September 30, 2016	$	(40,002)	$	(33,924)	$	(73,926)

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 of Tax		Adjustments		Total
Balance at December 31, 2014	$	(39,690)	$	(7,224)	$	(46,914)
Other comprehensive loss before reclassification		-		(20,652)		(20,652)
Net current-period other comprehensive loss		-		(20,652)		(20,652)
Balance at September 30, 2015	$	(39,690)	$	(27,876)	$	(67,566)

The Company did not reclassify any material items out of accumulated other comprehensive loss during the nine months ended September 30, 2016 or September 30, 2015, respectively.

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Earnings per Share ("EPS")

9 Months Ended

Sep. 30, 2016

Earnings per Share (“EPS”) [Abstract]

Earnings per Share (“EPS”)

Note 13. Earnings per Share (“EPS”)

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

The share count for diluted earnings 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, 2016 and September 30, 2015.

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 September 30,
	2016		2015		2016		2015
Income from continuing operations	$	17,908	$	13,626	$	41,906	$	48,572
Income / (loss) from discontinued operations, net of tax		367		3,246		(19,999)		1,560
Net income		18,275		16,872		21,907		50,132
Less: Net income attributable to the noncontrolling interests		118		589		213		1,162
Net income attributable to Tower International, Inc.	$	18,157	$	16,283	$	21,694	$	48,970
Basic income / (loss) per share:
Continuing operations	$	0.85	$	0.62	$	1.98	$	2.25
Discontinued operations		0.02		0.15		(0.95)		0.07
Net income attributable to Tower International, Inc.		0.87		0.77		1.03		2.32
Basic weighted average shares outstanding		20,830,203		21,107,477		21,039,305		21,087,691
Diluted income / (loss) per share:
Continuing operations	$	0.84	$	0.61	$	1.95	$	2.22
Discontinued operations		0.02		0.15		(0.93)		0.07
Net income attributable to Tower International, Inc.		0.86		0.76		1.02		2.29
Diluted weighted average shares outstanding		21,182,149		21,422,859		21,372,875		21,395,797

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Share-Based and Long-Term Compensation

9 Months Ended

Sep. 30, 2016

Share-Based and Long-Term Compensation [Abstract]

Share-Based and Long-Term Compensation

Note 14. 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.

At September 30, 2016, 876,111 shares were 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, 2016:

	Options			Restricted Stock Units
		Weighted			Weighted
		Average			Average Grant
Outstanding at:	Shares	Exercise Price		Shares	Date Fair Value
December 31, 2015	500,138	$	12.17	187,498	$	23.59
Granted	-		-	101,810		23.26
Options exercised or RSUs issued	(5,701)		11.95	(77,310)		19.88
Forfeited	-		-	(2,142)		25.17
September 30, 2016	494,437	$	12.17	209,856	$	24.78

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 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, 2016, the Company did not recognize any expense relating to the options. During the three and nine months ended September 30, 2015, the Company recognized expense relating to the options of $0 million and $0.2 million, respectively. The Company did not recognize any tax benefit related to the compensation expense during any of the periods presented. As of March 31, 2015, all of the expense associated with these stock options had been fully recognized.

As of September 30, 2016, the Company had an aggregate of 494,437 stock options that had been granted, but had not yet been exercised. As of September 30, 2016, the remaining average contractual life for these options is approximately 5 years. During the nine months ended September 30, 2016, 5,701 options were exercised, which had an aggregate intrinsic value of $0.1 million. As of September 30, 2016, 494,437 stock options were exercisable, which had an aggregate intrinsic value of $5.9 million. During the nine months ended September 30, 2016, no stock options were granted, forfeited, or expired.

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, 2016, the Company recognized expense relating to the RSUs of $0.5 million and $1.5 million, respectively. During the three and nine months ended September 30, 2015, the Company recognized expense relating to the RSUs of $0.5 million and $1.8 million, respectively. The Company did not recognize any tax benefit related to this compensation expense. As of September 30, 2016, the Company had $2.7 million of unrecognized compensation expense associated with these RSUs, which will be amortized on a straight-line basis over the next 17 months, on a weighted average basis.

As of September 30, 2016, the Company had an aggregate of 209,856 RSUs that had been granted, but had not yet vested. During the nine months ended September 30, 2016, 101,810 RSUs were granted and 2,142 RSUs were forfeited or expired.

During the first nine months of 2016, a total of 103,117 RSUs vested, resulting in the issuance of 77,310 shares. The fair value of these shares was $1.8 million. After offsets for withholding taxes, a total of 50,897 shares of common stock were issued. This total is net of shares repurchased to provide payment for certain individuals’ minimum statutory withholding tax. The Company paid $0.6 million to acquire 26,413 vested shares to cover the minimum statutory withholding taxes.

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 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, 2016, the Company recorded expense of $0.6 million and $0.7 million related to these awards, respectively. In June of 2016, the Company recorded a $1.4 million adjustment with respect to the fair value of the stock appreciation bonus. As a result of this adjustment, the Company recorded $0.7 million of income in the second quarter of 2016 related to these awards. 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, 2016, the Company had a liability of $5.4 million related to these awards. This liability is presented in the Condensed Consolidated Balance Sheets as other 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, March 6, 2015, and March 4, 2016. 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. Pursuant to meeting the performance conditions set forth in the Performance Award Agreements, each award will be paid three years after it is granted. These awards are also subject to payment upon a change in control or termination of employment, if certain criteria are met. These awards represent unfunded, unsecured obligations of the Company.

2013, 2014, and 2015 Awards

One half of the awards granted on March 5, 2013, March 6, 2014, and March 6, 2015 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 Company's EPS will be adjusted to exclude the effect of 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.

Pursuant to meeting the performance conditions set forth in the Performance Award Agreements, the awards granted on March 5, 2013 were paid in the first quarter of 2016. The performance period of the awards granted on March 6, 2014, is January 1, 2014 through December 31, 2016, the performance period of the awards granted on March 6, 2015, is January 1, 2015 through December 31, 2017.

2016 Awards

One half of the awards granted on March 4, 2016 will be based upon the Company’s Adjusted EBIT Growth Rate, which is defined as the Company’s cumulative Adjusted EBIT for the performance period of the awards, stated in terms of a percentage growth rate. The Company's EBIT 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.

The performance period of the awards granted on March 4, 2016 is January 1, 2016 through December 31, 2018.

 During the three and nine months ended September 30, 2016, the Company recorded expense related to all performance awards of $1.7 million and $5.3 million, respectively. During the three and nine months ended September 30, 2015, the Company recorded expense related to all performance awards of $1.1 million and $3.2 million, respectively. At September 30, 2016, the Company had a liability of $9.2 million related to these awards, of which $6.7 million is payable in March 2017 and is presented as other current liabilities in the Condensed Consolidated Balance Sheet, while the remaining $2.5 million is presented as other non-current liabilities in the Condensed Consolidated Balance Sheet.

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Segment Information

9 Months Ended

Sep. 30, 2016

Segment Information [Abstract]

Segment Information

Note 15. 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 two operating and reportable segments: Europe and North America. In periods prior to the second quarter of 2016, the Company was comprised of four operating segments: Europe, China, North America, and South America. These operating segments were aggregated into two reportable segments. The International segment consisted of Europe and China and the Americas segment consisted of North America and South America. The Company’s remaining operations in China and Brazil are currently considered as Discontinued Operations, the former International segment only contains Europe, and the former Americas segment only contains North 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):

	Europe		North America		Total
Three Months Ended September 30, 2016:
Revenues	$	147,964	$	309,078	$	457,042
Adjusted EBITDA		12,084		38,039		50,123
Capital Expenditures		10,512		(4,704)		5,808
Total Assets (a)		479,381		767,353		1,246,734
Three Months Ended September 30, 2015:
Revenues	$	154,900	$	287,290	$	442,190
Adjusted EBITDA		12,983		30,847		43,830
Capital Expenditures		6,328		24,412		30,740
Nine Months Ended September 30, 2016:
Revenues	$	484,064	$	967,303	$	1,451,367
Adjusted EBITDA		37,307		108,170		145,477
Capital Expenditures		24,559		44,605		69,164
Nine Months Ended September 30, 2015:
Revenues	$	496,001	$	845,180	$	1,341,181
Adjusted EBITDA		41,194		101,249		142,443
Capital Expenditures		15,347		50,379		65,726

(a)As of September 30, 2016, total assets 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 income / (loss) from discontinued operations (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Adjusted EBITDA	$	50,123	$	43,830	$	145,477	$	142,443
Restructuring and asset impairment charges, net		(1,196)		(784)		(2,782)		(6,984)
Depreciation and amortization		(17,900)		(18,381)		(53,383)		(54,227)
Acquisition costs and other		(47)		(436)		(318)		(675)
Long-term compensation expense		(3,275)		(2,870)		(8,778)		(8,870)
Interest expense, net		(5,558)		(6,277)		(18,059)		(17,828)
Other expense		0		-		(6,481)		-
Income before provision for income taxes
and income / (loss) from discontinued operations	$	22,147	$	15,082	$	55,676	$	53,859

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Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2016

Fair Value of Financial Instruments [Abstract]

Fair Value of Financial Instruments

Note 16. 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 under current market conditions (an 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.

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

FASB ASC No. 820 establishes a fair value hierarchy that distinguishes between assumptions based 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, 2016, the carrying value and estimated fair value of the Company’s total debt was $440.1million and $441.5million, respectively. At December 31, 2015, the carrying value and estimated fair value of the Company’s total debt was $446.6 million and $430.2 million, respectively. The majority of the Company’s debt at September 30, 2016 and December 31, 2015 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, 2016 and December 31, 2015. 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, 2016, the foreign currency exchange hedge (net investment hedge of the Company’s European subsidiaries) and the interest rate swap (not designated for hedge accounting) had liability fair values of $15.3 million and $5.3 million, respectively.

The following table provides each major category of assets and liabilities measured at fair value on a nonrecurring basis during the nine months ended September 30, 2016 (in millions):

	Quoted prices in active	Significant other	Significant
	markets for identical	observable	unobservable
	assets	inputs	inputs
	Level 1	Level 2	Level 3		Total gains / (losses)
Long-lived assets held for sale	Not applicable	Not applicable	$	4.6	$	(3.1)
Long-lived assets held for sale	Not applicable	Not applicable		18.6		(15.0)

In accordance with FASB ASC No. 360, Property, Plant, & Equipment, the long-lived assets held for sale related to the Ningbo joint venture in China, with a carrying amount of $7.7 million were written down to their fair value of $4.6 million, resulting in a loss of $3.1 million, which was included in the Company’s Condensed Consolidated Statement of Operations for the nine months ended September 30, 2016 as loss on discontinued operations, net. The fair value of the assets was determined based upon consideration of the negotiated sales price in the sales agreement.

 In accordance with FASB ASC No. 360, Property, Plant, & Equipment, the long-lived assets held for sale related to the Company’s remaining Brazilian operations, with a carrying amount of $33.6 million were written down to their fair value of $18.6 million, resulting in a loss of $15 million, which was included in the Company’s Condensed Consolidated Statement of Operations for the nine months ended September 30, 2016 as loss on discontinued operations, net. This fair value adjustment of $15 million reflects that upon the sale of the Brazil operations, the cumulative translation adjustment will need to be reclassified to earnings.

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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Commitments and Contingencies

9 Months Ended

Sep. 30, 2016

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Note 17. Commitments and Contingencies

Operating Leases

The Company leases office space, manufacturing space, and certain equipment under non-cancellable lease agreements, which require the Company to pay maintenance, insurance, taxes, and other expenses, in addition to rental payments. The Company has entered into leasing commitments with lease terms expiring between the years 2018 and 2026. The Company has options to extend the terms of certain leases in future periods. The properties covered under these leases include manufacturing and office equipment and facilities. Rent expense for all operating leases totaled $5.6 million and $17.6 million during the three and nine months ended September 30, 2016, respectively.  Rent expense for all operating leases totaled $6.5 million and $18.8 million during the three and nine months ended September 30, 2015, respectively.

Future minimum operating lease payments at September 30, 2016 are as follows (in thousands):

Year	Operating Leases
2016	$7,041
2017	27,206
2018	26,940
2019	22,935
2020	16,969
Thereafter	30,378
Total future lease payments	$                  131,469

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, 2016 and December 31, 2015, the Company had $1.4 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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Subsequent Events

9 Months Ended

Sep. 30, 2016

Subsequent Events [Abstract]

Subsequent Events [Text Block]

Note 18.  Subsequent Events

During October 2016 the Company entered into agreements in principal to sell its two remaining joint ventures in China:  Tower Automotive (Wuhu) Company, Ltd. and Tower (Ningbo) DIT Automotive Products Co., Ltd.The sale agreements provided for purchase of the Company’s equity in the joint ventures for approximately $25 million, net of tax. Both agreements are subject to Chinese government approval.  Proceeds from these sales are expected to be received during 2017.  No material gain or loss on sale is expected to be recorded except for the impairment loss of $3.1 million recorded in period ended June 30, 2016 related to Ningbo.

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Organization and Basis of Presentation (Policy)

9 Months Ended

Sep. 30, 2016

Organization and Basis of Presentation [Abstract]

Principles of Consolidation

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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New Accounting Pronouncements (Policy)

9 Months Ended

Sep. 30, 2016

New Accounting Pronouncements [Abstract]

Revenue Recognition

Revenue Recognition

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU outlines a single comprehensive model for entities to utilize to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that will be received in exchange for the goods and services. Additional disclosures will also be required to enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB deferred the effective date of this standards update to fiscal years beginning after December 15, 2017, with early adoption permitted on the original effective date of fiscal years beginning after December 15, 2016. In 2016, the FASB issued ASU No. 2016-08, ASU No. 2016-10, ASU No. 2016-11, and ASU 2016-12, all of which amend the implementation guidance and illustrations in the Board’s new revenue standard. The Company is currently evaluating significant contracts and assessing any impact to the Consolidated Financial Statements.

Inventory

Inventory

In July 2015, the FASB issued ASU No. 2015-11, Inventory: Simplifying the Measurement of Inventory, which requires entities that measure inventory using first-in, first-out (FIFO) or average cost, to measure inventory at the lower of cost and net realizable value. This ASU is effective prospectively for annual periods beginning after December 15, 2016, and interim periods therein. The Company is assessing the potential impact of this new guidance on its Consolidated Financial Statements, but does not expect a material financial statement impact related to the adoption of this ASU.

Leases

Leases

In February 2016, the FASB issued ASU No. 2016-02, Lease Accounting. This ASU introduces a lessee model that brings most leases on the balance sheet. Further, the standard also aligns certain of the underlying principles of the new lessor model with those in ASU 2014-09. This new ASU on leases is effective for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently evaluating significant contracts and assessing any impact to the Consolidated Financial Statements.

Stock Compensation

Stock Compensation

In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for employee share-based payment transactions. This ASU is effective for annual reporting periods beginning after December 15, 2016, and interim periods therein. The Company is currently assessing the potential impact on its Consolidated Financial Statements.

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Inventories (Tables)

9 Months Ended

Sep. 30, 2016

Inventories [Abstract]

Schedule of Inventories

Inventories consist of the following (in thousands):

	September 30, 2016		December 31, 2015
Raw materials	$	35,291	$	32,553
Work in process		16,856		12,911
Finished goods		25,255		21,184
Total inventory	$	77,402	$	66,648

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Discontinued Operations and Assets Held for Sale (Tables)

9 Months Ended

Sep. 30, 2016

Discontinued Operations and Assets Held for Sale [Abstract]

Financial Information of the Discontinued Operations

The following table discloses select financial information of the discontinued operations of the Company’s Brazilian and Chinese business operations (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Revenues	$	28,536	$	52,654	$	78,619	$	195,013
Income / (loss) from discontinued operations:
Income / (loss) before provision for income taxes and
equity in income / (loss) of joint venture		637		3,359		(18,747)		2,905
Provision for income taxes		270		256		1,252		1,299
Equity in income / (loss) of joint venture, net of tax		-		(143)		-		46
Income (loss) from discontinued operations	$	367	$	3,246	$	(19,999)	$	1,560

Disclosure of Long Lived Assets Held-for-sale

The assets and liabilities held for sale are recorded at the lower of carrying value or fair value less costs to sell and are summarized by category in the following table (in thousands):

	September 30, 2016		December 31, 2015
ASSETS
Current assets	$	60,390	$	55,474
Property, plant, and equipment, net		48,309		45,272
Other assets, net		13,883		12,918
Fair value adjustment		(18,100)		-
Total assets held for sale	$	104,482	$	113,664
LIABILITIES
Short-term debt and current maturities of capital lease obligations	$	1,323	$	886
Accounts payable		43,871		37,039
Total current liabilities		45,194		37,925
Long-term debt, net of current maturities		2,732		3,102
Other non-current liabilities		3,429		3,130
Total non-current liabilities		6,161		6,232
Total liabilities held for sale	$	51,355	$	44,157

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Tooling (Tables)

9 Months Ended

Sep. 30, 2016

Tooling [Abstract]

Components of Capitalized Tooling Costs

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

	September 30, 2016		December 31, 2015
Customer-owned tooling, net	$	107,205	$	58,801
Company-owned tooling		2		16
Total tooling, net	$	107,207	$	58,817

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Goodwill and Other Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2016

Goodwill and Other Intangible Assets [Abstract]

Schedule of Goodwill

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

	Europe		North America		Consolidated
Balance at December 31, 2015	$	50,890	$	8,450	$	59,340
Currency translation adjustment		1,776		(901)		875
Balance at September 30, 2016	$	52,666	$	7,549	$	60,215

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Restructuring and Asset Impairment Charges (Tables)

9 Months Ended

Sep. 30, 2016

Restructuring and Asset Impairment Charges [Abstract]

Restructuring and Related Costs

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,
	2016		2015		2016		2015
Europe	$	-	$	143	$	117	$	227
North America		1,196		641		2,665		6,757
Consolidated	$	1,196	$	784	$	2,782	$	6,984

Schedule of Restructuring Charges and Asset Impairment Charges

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 September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Employee termination costs	$	361	$	143	$	493	$	328
Other exit costs		835		641		2,289		2,098
Asset impairment		-		-		-		4,558
Total restructuring expense	$	1,196	$	784	$	2,782	$	6,984

Schedule of Restructuring Liability by Segment

The table below summarizes the activity in the restructuring reserve by segment, reflected in accrued liabilities, for the above-mentioned actions through September 30, 2016 (in thousands):

	Europe		North America		Consolidated
Balance at December 31, 2015	$	99	$	213	$	312
Payments		(118)		(2,674)		(2,792)
Increase in liability		117		2,665		2,782
Balance at September 30, 2016	$	98	$	204	$	302

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Debt (Tables)

9 Months Ended

Sep. 30, 2016

Schedule of Short-term Debt

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

	September 30, 2016		December 31, 2015
Current maturities of debts (excluding capital leases)	$	34,382	$	28,528
Current maturities of capital leases		998		964
Total short-term debt	$	35,380	$	29,492

Schedule of Long-term Debt

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

	September 30, 2016		December 31, 2015
Term Loan Credit Facility (net of discount of $889 and $1,222)	$	362,861	$	415,903
Amended Revolving Credit Facility		41,500		-
Other foreign subsidiary indebtedness		35,737		30,703
Debt issue costs		(6,664)		(8,962)
Total debt		433,434		437,644
Less: Current maturities of debts (excluding capital leases)		(34,382)		(28,528)
Total long-term debt	$	399,052	$	409,116

Schedule of Capital Leased Assets

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

	September 30, 2016		December 31, 2015
Current maturities of capital leases	$	998	$	964
Non-current maturities of capital leases		5,445		5,984
Total capital leases	$	6,443	$	6,948

Subsidiaries [Member] | Foreign Line of Credit [Member]

Schedule of Long-term Debt

The change in foreign subsidiary indebtedness from December 31, 2015 to September 30, 2016 is explained by the following (in thousands):

	Europe
Balance at December 31, 2015	$	30,704
Maturities of indebtedness		(1,054)
Change in borrowings on credit facilities, net		5,015
Foreign exchange impact		1,072
Balance at September 30, 2016	$	35,737

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Derivative Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2016

Derivative Derivative Financial Instruments[Abstract]

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

At September 30, 2016 and December 31, 2015, the U.S. dollar / Euro exchange spot rate was $1.1240 and $1.0906, respectively. The following amounts were recorded in the Condensed Consolidated Balance Sheets as being payable to counterparties under FASB ASC No. 815, Derivatives and Hedging (in thousands):

	Location	September 30, 2016		December 31, 2015
Net investment hedge	Other non-current liabilities	$	15,270	$	9,005
Interest rate swap	Other non-current liabilities		5,340		2,592

Derivative Instruments, Gain (Loss)

The following table presents the deferred gain reported in AOCI at September 30, 2016 and December 31, 2015 (in thousands):

	Deferred gain in AOCI
	September 30, 2016		December 31, 2015
Net investment hedge	$	23,538	$	29,139

Derivative instruments held during the period resulted in the following (income) / expense recorded in income (in thousands):

	(Income) / expense recognized				(Income) / expense recognized
	(ineffective portion)				(ineffective portion)
	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Net investment hedge	$	1,293	$	(465)	$	663	$	(1,001)
Interest rate swap		(663)		(1,166)		2,749		1,274
Total	$	630	$	(1,631)	$	3,412	$	273

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Retirement Plans (Tables)

9 Months Ended

Sep. 30, 2016

Retirement Plans [Abstract]

Components of Net Periodic Pension Benefit and Other Post-retirement Benefit Costs

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 September 30,				Three Months Ended September 30,
	2016		2015		2016		2015
Service cost	$	5	$	8	$	2	$	2
Interest cost		1,927		2,375		136		160
Expected return on plan assets (a)		(2,579)		(3,087)		-		-
Amortization of prior service credit		(24)		(24)		33		33
Net periodic benefit cost / (income)	$	(671)	$	(728)	$	171	$	195

	Pension Benefits				Other Benefits
	Nine Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Service cost	$	16	$	24	$	6	$	6
Interest cost		5,821		7,125		408		480
Expected return on plan assets (a)		(7,670)		(9,261)		-		-
Amortization of prior service credit		(71)		(72)		99		99
Net periodic benefit cost / (income)	$	(1,904)	$	(2,184)	$	513	$	585

(a)Expected rate of return on plan assets is 7.40% for 2016 and was 7.40% for 2015

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Stockholders' Equity and Noncontrolling Interests (Tables)

9 Months Ended

Sep. 30, 2016

Stockholders’ Equity and Noncontrolling Interests [Abstract]

Schedule of Stockholders' Equity

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,
	2016						2015
	Tower		NCI		Total		Tower		NCI		Total
Stockholders' equity beginning balance	$	197,495	$	9,224	$	206,719	$	43,151	$	56,627	$	99,778
Net income		21,694		213		21,907		48,970		1,162		50,132
Other comprehensive income / (loss):		-		-		-		-		-		-
Foreign currency translation adjustments		6,566		(222)		6,344		(20,652)		(1,519)		(22,171)
Total comprehensive income / (loss)		28,260		(9)		28,251		28,318		(357)		27,961
Vesting of RSUs		1		-		1		6		-		6
Treasury stock		(18,533)		-		(18,533)		(6,551)		-		(6,551)
Share based compensation expense		1,545		-		1,545		1,814		-		1,814
Proceeds from stock options exercised		68		-		68		160		-		160
Dividend paid		(6,334)		-		(6,334)		-		-		-
Noncontrolling interest sold		-		-		-		-		-		-
Noncontrolling interest dividends - Wuhu		-		(2,164)		(2,164)		-		-		-
Stockholders' equity ending balance	$	202,502	$	7,051	$	209,553	$	66,898	$	56,270	$	123,168

Components of Accumulated Other Comprehensive Loss

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

	As of September 30, 2016		As of December 31, 2015		Change
Foreign currency translation adjustments, net of tax of $5.5 million and $7.8 million	$	(33,924)	$	(40,490)	$	6,566
Defined benefit plans, net of tax of $13.5 million and $13.5 million		(40,002)		(40,002)		-
Accumulated other comprehensive loss	$	(73,926)	$	(80,492)	$	6,566

Schedule of Changes in Accumulated Other Comprehensive Loss

The following table presents the changes in accumulated other comprehensive loss by component (in thousands) for the three months ended September 30, 2016:

			Foreign Currency
	Defined Benefit		Translation
	Plan, Net of Tax		Adjustments		Total
Balance at June 30, 2016	$	(40,002)	$	(33,853)	$	(73,855)
Other comprehensive income before reclassification		-		(71)		(71)
Net current-period other comprehensive income		-		(71)		(71)
Balance at September 30, 2016	$	(40,002)	$	(33,924)	$	(73,926)

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 of Tax		Adjustments		Total
Balance at June 30, 2015	$	(39,690)	$	(16,364)	$	(56,054)
Other comprehensive loss before reclassification		-		(11,512)		(11,512)
Net current-period other comprehensive loss		-		(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 nine months ended September 30, 2016:

			Foreign Currency
	Defined Benefit		Translation
	Plan, Net of Tax		Adjustments		Total
Balance at December 31, 2015	$	(40,002)	$	(40,490)	$	(80,492)
Other comprehensive income before reclassification		-		6,566		6,566
Net current-period other comprehensive income		-		6,566		6,566
Balance at September 30, 2016	$	(40,002)	$	(33,924)	$	(73,926)

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 of Tax		Adjustments		Total
Balance at December 31, 2014	$	(39,690)	$	(7,224)	$	(46,914)
Other comprehensive loss before reclassification		-		(20,652)		(20,652)
Net current-period other comprehensive loss		-		(20,652)		(20,652)
Balance at September 30, 2015	$	(39,690)	$	(27,876)	$	(67,566)

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Earnings per Share ("EPS") (Tables)

9 Months Ended

Sep. 30, 2016

Earnings per Share (“EPS”) [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

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 September 30,
	2016		2015		2016		2015
Income from continuing operations	$	17,908	$	13,626	$	41,906	$	48,572
Income / (loss) from discontinued operations, net of tax		367		3,246		(19,999)		1,560
Net income		18,275		16,872		21,907		50,132
Less: Net income attributable to the noncontrolling interests		118		589		213		1,162
Net income attributable to Tower International, Inc.	$	18,157	$	16,283	$	21,694	$	48,970
Basic income / (loss) per share:
Continuing operations	$	0.85	$	0.62	$	1.98	$	2.25
Discontinued operations		0.02		0.15		(0.95)		0.07
Net income attributable to Tower International, Inc.		0.87		0.77		1.03		2.32
Basic weighted average shares outstanding		20,830,203		21,107,477		21,039,305		21,087,691
Diluted income / (loss) per share:
Continuing operations	$	0.84	$	0.61	$	1.95	$	2.22
Discontinued operations		0.02		0.15		(0.93)		0.07
Net income attributable to Tower International, Inc.		0.86		0.76		1.02		2.29
Diluted weighted average shares outstanding		21,182,149		21,422,859		21,372,875		21,395,797

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Share-Based and Long-Term Compensation (Tables)

9 Months Ended

Sep. 30, 2016

Share-Based and Long-Term Compensation [Abstract]

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award

The following table summarizes the Company’s award activity during the nine months ended September 30, 2016:

	Options			Restricted Stock Units
		Weighted			Weighted
		Average			Average Grant
Outstanding at:	Shares	Exercise Price		Shares	Date Fair Value
December 31, 2015	500,138	$	12.17	187,498	$	23.59
Granted	-		-	101,810		23.26
Options exercised or RSUs issued	(5,701)		11.95	(77,310)		19.88
Forfeited	-		-	(2,142)		25.17
September 30, 2016	494,437	$	12.17	209,856	$	24.78

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Segment Information (Tables)

9 Months Ended

Sep. 30, 2016

Segment Information [Abstract]

Schedule of Segment Reporting Information, by Segment

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

	Europe		North America		Total
Three Months Ended September 30, 2016:
Revenues	$	147,964	$	309,078	$	457,042
Adjusted EBITDA		12,084		38,039		50,123
Capital Expenditures		10,512		(4,704)		5,808
Total Assets (a)		479,381		767,353		1,246,734
Three Months Ended September 30, 2015:
Revenues	$	154,900	$	287,290	$	442,190
Adjusted EBITDA		12,983		30,847		43,830
Capital Expenditures		6,328		24,412		30,740
Nine Months Ended September 30, 2016:
Revenues	$	484,064	$	967,303	$	1,451,367
Adjusted EBITDA		37,307		108,170		145,477
Capital Expenditures		24,559		44,605		69,164
Nine Months Ended September 30, 2015:
Revenues	$	496,001	$	845,180	$	1,341,181
Adjusted EBITDA		41,194		101,249		142,443
Capital Expenditures		15,347		50,379		65,726

(a)As of September 30, 2016, total assets include assets held for sale

Reconciliation of Adjusted EBITDA to Income loss Before Income Taxes

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Adjusted EBITDA	$	50,123	$	43,830	$	145,477	$	142,443
Restructuring and asset impairment charges, net		(1,196)		(784)		(2,782)		(6,984)
Depreciation and amortization		(17,900)		(18,381)		(53,383)		(54,227)
Acquisition costs and other		(47)		(436)		(318)		(675)
Long-term compensation expense		(3,275)		(2,870)		(8,778)		(8,870)
Interest expense, net		(5,558)		(6,277)		(18,059)		(17,828)
Other expense		0		-		(6,481)		-
Income before provision for income taxes
and income / (loss) from discontinued operations	$	22,147	$	15,082	$	55,676	$	53,859

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Fair Value of Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2016

Fair Value of Financial Instruments [Abstract]

Fair Value Measurements, Recurring and Nonrecurring

The following table provides each major category of assets and liabilities measured at fair value on a nonrecurring basis during the nine months ended September 30, 2016 (in millions):

	Quoted prices in active	Significant other	Significant
	markets for identical	observable	unobservable
	assets	inputs	inputs
	Level 1	Level 2	Level 3		Total gains / (losses)
Long-lived assets held for sale	Not applicable	Not applicable	$	4.6	$	(3.1)
Long-lived assets held for sale	Not applicable	Not applicable		18.6		(15.0)

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Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2016

Commitments and Contingencies [Abstract]

Future Minimum Operating Lease Payments

Future minimum operating lease payments at September 30, 2016 are as follows (in thousands):

Year	Operating Leases
2016	$7,041
2017	27,206
2018	26,940
2019	22,935
2020	16,969
Thereafter	30,378
Total future lease payments	$                  131,469

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Inventories (Schedule of Inventories) (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Accounting Policies [Abstract]
Raw materials	$ 35,291	$ 32,553
Work in process	16,856	12,911
Finished goods	25,255	21,184
Total inventory	$ 77,402	$ 66,648

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Discontinued Operations and Assets Held for Sale (Narrative) (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2016	Jun. 30, 2016
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal Group Including Discontinued Operation Fair Value Adjustments		$ 18,100
Brazilian and Chinese [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal Group Including Discontinued Operation Fair Value Adjustments			$ 18,100
Brazil Operations [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal Group Including Discontinued Operation Fair Value Adjustments			15,000
Ningbo Joint Venture [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal Group Including Discontinued Operation Fair Value Adjustments			$ 3,100
Xiangtan [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain on disposal of joint venture	$ 4,100

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Discontinued Operations and Assets Held for Sale (Financial Information of the Discontinued Operations) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income / (loss) from discontinued operations:
Income (loss) from discontinued operations	$ 367	$ 3,246	$ (19,999)	$ 1,560
Brazilian and Chinese [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenues	28,536	52,654	78,619	195,013
Income / (loss) from discontinued operations:
Income / (loss) before provision for income taxes and equity in income / (loss) of joint venture	637	3,359	(18,747)	2,905
Provision for income taxes	270	256	1,252	1,299
Equity in income / (loss) of joint venture, net of tax		(143)		46
Income (loss) from discontinued operations	$ 367	$ 3,246	$ (19,999)	$ 1,560

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Discontinued Operations and Assets Held for Sale (Disclosure of Long Lived Assets Held-for-sale) (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
ASSETS
Current assets	$ 60,390	$ 55,474
Property, plant, and equipment, net	48,309	45,272
Other assets, net	13,883	12,918
Fair value adjustment	(18,100)
Total assets held for sale	104,482	113,664
LIABILITIES
Short-term debt and current maturities of capital lease obligations	1,323	886
Accounts payable	43,871	37,039
Total current liabilities	45,194	37,925
Long-term debt, net of current maturities	2,732	3,102
Other non-current liabilities	3,429	3,130
Total non-current liabilities	6,161	6,232
Total liabilities held for sale	$ 51,355	$ 44,157

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Tooling (Components of Capitalized Tooling Costs) (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Tooling [Abstract]
Customer-owned tooling, net	$ 107,205	$ 58,801
Company-owned tooling	2	16
Total tooling, net	$ 107,207	$ 58,817

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Goodwill and Other Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 112	$ 249	$ 344	$ 249
North America [Member] | Corporate Segment [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 100		$ 300
North America [Member] | Customer Relationships [Member] | Corporate Segment [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life			7 years
Finite-lived intangible assets acquired					$ 3,500

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Goodwill and Other Intangible Assets (Schedule of Goodwill) (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2016 USD ($)
Goodwill [Line Items]
Balance beginning	$ 59,340
Balance ending	60,215
Corporate Segment [Member]
Goodwill [Line Items]
Balance beginning	59,340
Currency translation adjustment	875
Balance ending	60,215
Corporate Segment [Member] | North America [Member]
Goodwill [Line Items]
Balance beginning	8,450
Currency translation adjustment	(901)
Balance ending	7,549
Corporate Segment [Member] | Europe [Member]
Goodwill [Line Items]
Balance beginning	50,890
Currency translation adjustment	1,776
Balance ending	$ 52,666

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Restructuring and Asset Impairment Charges (Narrative) (Details) - Corporate Segment [Member] $ in Thousands	9 Months Ended
	Sep. 30, 2016 USD ($)
Restructuring Cost and Reserve [Line Items]
Payments for restructuring	$ 2,792
Europe [Member]
Restructuring Cost and Reserve [Line Items]
Payments for restructuring	118
North America [Member]
Restructuring Cost and Reserve [Line Items]
Payments for restructuring	$ 2,674

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Restructuring and Asset Impairment Charges (Restructuring and Related Costs) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Restructuring Cost and Reserve [Line Items]
Restructuring charges and asset impairments	$ 1,196	$ 784	$ 2,782	$ 6,984
Corporate Segment [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges and asset impairments	1,196	784	2,782	6,984
Corporate Segment [Member] | Europe [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges and asset impairments		143	117	227
Corporate Segment [Member] | North America [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges and asset impairments	$ 1,196	$ 641	$ 2,665	$ 6,757

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Restructuring and Asset Impairment Charges (Schedule of Restructuring Charges and Asset Impairment Charges) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Restructuring and Asset Impairment Charges [Abstract]
Employee termination costs	$ 361	$ 143	$ 493	$ 328
Other exit costs	835	641	2,289	2,098
Asset impairments				4,558
Total restructuring expense	$ 1,196	$ 784	$ 2,782	$ 6,984

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Restructuring and Asset Impairment Charges (Schedule of Restructuring Liability by Segment) (Details) - Corporate Segment [Member] $ in Thousands	9 Months Ended
	Sep. 30, 2016 USD ($)
Restructuring Cost and Reserve [Line Items]
Beginning Balance	$ 312
Payments	(2,792)
Increase in liability	2,782
Ending Balance	302
Europe [Member]
Restructuring Cost and Reserve [Line Items]
Beginning Balance	99
Payments	(118)
Increase in liability	117
Ending Balance	98
North America [Member]
Restructuring Cost and Reserve [Line Items]
Beginning Balance	213
Payments	(2,674)
Increase in liability	2,665
Ending Balance	$ 204

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Debt (Narrative) (Details) $ in Thousands, € in Millions		1 Months Ended	3 Months Ended		9 Months Ended
	Jan. 15, 2016 USD ($)	Jan. 31, 2014 USD ($)	Sep. 30, 2016 USD ($)	Sep. 30, 2015 USD ($)	Sep. 30, 2016 USD ($)	Sep. 30, 2015 USD ($)	Sep. 30, 2016 EUR (€)	Dec. 31, 2015 USD ($)	Sep. 17, 2014 USD ($)
Debt [Line Items]
Repayments of debt					$ 50,000	$ 25,000
Line of credit facility, covenant compliance					the Company was in compliance with the financial covenants that govern its credit agreements.
Interest expenses, related to amortization of debt issue cost			$ 500	$ 500	$ 2,000	$ 1,900
Deferred Finance Costs, Net			6,664		6,664			$ 8,962
Long-term Debt			433,434		$ 433,434			437,644
Term Loans [Member]
Debt [Line Items]
Long-term debt, gross		$ 450,000
Term Loans [Member] | Base Rate [Member]
Debt [Line Items]
Debt instrument, basis spread on variable rate		2.00%
Term Loan Credit Facility [Member]
Debt [Line Items]
Line of credit facility, expiration date					Apr. 23, 2020
Statutory reserve rate, floor		1.00%
Debt instrument, interest rate terms					the Term Loans bear interest at (i) the Alternate Base Rate plus 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%.
Repayments of debt	$ 50,000
Payments of debt issuance costs	$ 700
Debt instrument, unamortized discount			$ 889		$ 889			1,222
Debt instrument, interest rate, basis for effective rate			4.00%		4.00%		4.00%
Long-term Debt			$ 362,861		$ 362,861			415,903
Term Loan Credit Facility [Member] | Adjusted London Interbank Offered Rate [Member]
Debt [Line Items]
Debt instrument, basis spread on variable rate		3.00%
Additional Term Loan [Member]
Debt [Line Items]
Long-term debt, gross		$ 33,000
Factoring Finance [Member] | Europe [Member]
Debt [Line Items]
Line of credit facility, maximum borrowing capacity			$ 28,500		$ 28,500		€ 25.3
Debt, weighted average interest rate			2.49%		2.49%		2.49%
Long-term line of credit			$ 28,500		$ 28,500
Factoring Finance [Member] | Europe [Member] | Minimum [Member]
Debt [Line Items]
Debt instrument, interest rate, basis for effective rate			2.20%		2.20%		2.20%
Factoring Finance [Member] | Europe [Member] | Minimum [Member] | Euro Interbank Offered Rate [Member]
Debt [Line Items]
Debt instrument, basis spread on variable rate					2.50%
Factoring Finance [Member] | Europe [Member] | Maximum [Member]
Debt [Line Items]
Debt instrument, interest rate, basis for effective rate			2.70%		2.70%		2.70%
Factoring Finance [Member] | Europe [Member] | Maximum [Member] | Euro Interbank Offered Rate [Member]
Debt [Line Items]
Debt instrument, basis spread on variable rate					3.00%
Third Amended Revolving Credit Facility and Line Of Credit [Member]
Debt [Line Items]
Line of credit facility, maximum borrowing capacity									$ 200,000
Third Amended Revolving Credit Facility [Member]
Debt [Line Items]
Line of credit facility, expiration date					Sep. 17, 2019
Line of credit facility, maximum borrowing capacity									200,000
Line of credit facility, applicable margin			1.50%		1.50%		1.50%
Debt, weighted average interest rate			3.60%		3.60%		3.60%
Long-term line of credit			$ 41,500		$ 41,500
Line of credit facility, current borrowing capacity			$ 148,400		$ 148,400
Line of credit facility, commitment fee percentage					0.50%
Third Amended Revolving Credit Facility [Member] | Base Rate and London Interbank Offered Rate [Member]
Debt [Line Items]
Line of credit facility, applicable margin			2.50%		2.50%		2.50%
Line of Credit [Member]
Debt [Line Items]
Line of credit facility, maximum borrowing capacity									$ 50,000
Long-term line of credit			$ 10,100		$ 10,100
Foreign Line of Credit [Member] | Europe [Member] | Secured Debt [Member]
Debt [Line Items]
Line of credit facility, expiration date					Oct. 31, 2016
Debt instrument, interest rate, basis for effective rate			1.78%		1.78%		1.78%
Long-term line of credit			$ 0		$ 0
Line of credit facility, current borrowing capacity			9,400		$ 9,400		€ 8.4
Foreign Line of Credit [Member] | Europe [Member] | Secured Debt [Member] | Euro Interbank Offered Rate [Member]
Debt [Line Items]
Debt instrument, basis spread on variable rate					2.15%
Foreign Line of Credit [Member] | Other Europe Subsidiary [Member]
Debt [Line Items]
Long-term line of credit			7,300		$ 7,300
Subsidiaries [Member] | Foreign Line of Credit [Member] | Europe [Member]
Debt [Line Items]
Long-term line of credit			35,737		35,737			30,704
Long-term Debt			35,737		$ 35,737			$ 30,703
Subsidiaries [Member] | Foreign Line of Credit [Member] | Europe [Member] | Secured Debt [Member]
Debt [Line Items]
Line of credit facility, expiration date					Oct. 31, 2017
Debt instrument, basis spread on variable rate					4.00%
Long-term line of credit			0		$ 0
Line of credit facility, current borrowing capacity			$ 32,700		$ 32,700
Subsidiaries [Member] | Foreign Line of Credit [Member] | Europe [Member] | Secured Debt [Member] | Machinery and Equipment [Member]
Debt [Line Items]
Line of credit facility, expiration date					Nov. 30, 2017
Debt instrument, interest rate, basis for effective rate			6.25%		6.25%		6.25%
Long-term line of credit			$ 7,300		$ 7,300		€ 6.5

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Debt (Schedule of Short-term Debt) (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Debt [Abstract]
Current maturities of debts (excluding capital leases)	$ 34,382	$ 28,528
Current maturities of capital leases	998	964
Total short-term debt	$ 35,380	$ 29,492

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Debt (Schedule of Long-terem Debt) (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Debt Instrument [Line Items]
Total debt	$ 433,434	$ 437,644
Less: Current maturities of debts (excluding capital leases)	(34,382)	(28,528)
Total long-term debt	399,052	409,116
Debt issue costs	(6,664)	(8,962)
Term Loan Credit Facility [Member]
Debt Instrument [Line Items]
Total debt	362,861	415,903
Debt instrument, unamortized discount	889	1,222
Amended Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Total debt	41,500
Europe [Member] | Subsidiaries [Member] | Foreign Line of Credit [Member]
Debt Instrument [Line Items]
Total debt	$ 35,737	$ 30,703

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Debt (Schedule of Debt - Other Foreign Subsidiary) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Line of Credit Facility [Line Items]
Foreign exchange impact	$ (71)	$ (11,512)	$ 6,566	$ (20,652)
Line of Credit [Member]
Line of Credit Facility [Line Items]
Balance at September 30, 2016	10,100		10,100
Foreign Line of Credit [Member] | Subsidiaries [Member] | Europe [Member]
Line of Credit Facility [Line Items]
Balance at December 31, 2015			30,704
Maturities of indebtedness			(1,054)
Change in borrowings on credit facilities, net			5,015
Foreign exchange impact			1,072
Balance at September 30, 2016	$ 35,737		$ 35,737

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Debt (Schedule of Capital Leased Assets) (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Capital leases:
Current maturities of capital leases	$ 998	$ 964
Non-current maturities of capital leases	5,445	5,984
Total capital leases	$ 6,443	$ 6,948

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Derivative Financial Instruments (Narrative) (Details) $ in Thousands, € in Millions					9 Months Ended
	Jan. 15, 2016 USD ($)	Mar. 13, 2015 USD ($)	Feb. 02, 2015 USD ($)	Jan. 23, 2015 USD ($)	Sep. 30, 2016 USD ($)	Sep. 30, 2015 USD ($)	Dec. 31, 2015	Apr. 16, 2015 USD ($)	Mar. 13, 2015 EUR (€)	Jan. 23, 2015 EUR (€)	Oct. 17, 2014 USD ($)	Oct. 17, 2014 EUR (€)
Proceeds from hedge, financing activities						$ 32,377
Repayments of debt					$ 50,000	$ 25,000
Foreign currency exchange rate, remeasurement					1.1240		1.0906
Interest Rate Swap [Member]
Derivative, notional amount								$ 186,100			$ 200,000
Derivative, maturity date					Apr. 16, 2020
Derivative, fixed interest rate											5.09%	5.09%
Currency Swap [Member]
Derivative, notional amount | €									€ 178.0	€ 178.0		€ 157.1
Derivative, forward exchange rate									1.0480	1.1265	1.2733	1.2733
Derivative, maturity date					Apr. 16, 2020
Proceeds from hedge, financing activities		$ 10,500		$ 21,900
Derivative, fixed interest rate									3.40%	3.70%	3.97%	3.97%
Term Loan Credit Facility [Member]
Repayments of debt	$ 50,000
Term Loan Credit Facility [Member] | Currency Swap [Member]
Repayments of debt			$ 25,000

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Derivative Financial Instruments (Schedule of Derivative Instruments in Statement of Financial Position, Fair Value) (Details) - Other Noncurrent Liabilities [Member] - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Interest Rate Swap [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative liability	$ 5,340	$ 2,592
Net Investment Hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative liability	$ 15,270	$ 9,005

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Derivative Financial Instruments (Derivative Instruments, Gain (Loss) -Deferred Gain in AOCI) (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Net Investment Hedging [Member]
Net investment hedge	$ 23,538	$ 29,139

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Derivative Financial Instruments (Derivative Instruments, Gain (Loss)) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income / (expense) recognized (ineffective portion)	$ 630	$ (1,631)	$ 3,412	$ 273
Net Investment Hedging [Member]
Income / (expense) recognized (ineffective portion)	1,293	(465)	663	(1,001)
Interest Rate Swap [Member]
Income / (expense) recognized (ineffective portion)	$ (663)	$ (1,166)	$ 2,749	$ 1,274

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Income Taxes (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Taxes [Abstract]
Income tax expense (benefit)	$ 4,239	$ 1,456	$ 13,770	$ 5,287
Income (loss) from continuing operations before equity method investments, income taxes, noncontrolling interest	$ 22,147	$ 15,082	$ 55,676	$ 53,859
Effective worldwide tax rate	19.00%		24.80%
Deferred federal income tax expense (benefit)	$ 3,100		$ 9,000

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Retirement Plans (Narrative ) (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2016	Sep. 30, 2016	Dec. 31, 2016
Pension contributions	$ 2.7	$ 5.9
Defined contribution plan, employer discretionary contribution amount	$ 1.4	$ 4.2
Scenario, Forecast [Member]
Pension contributions			$ 7.6

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Retirement Plans (Components of Net Periodic Pension Benefit and Other Post-retirement Benefit Costs) (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
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%	7.40%	7.40%
Pension Plan, Defined Benefit [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost		$ 5	$ 8	$ 16	$ 24
Interest cost		1,927	2,375	5,821	7,125
Expected return on plan assets	[1]	(2,579)	(3,087)	(7,670)	(9,261)
Amortization of prior service credit		(24)	(24)	(71)	(72)
Net periodic benefit cost / (income)		(671)	(728)	(1,904)	(2,184)
Other Postretirement Benefit Plan, Defined Benefit [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost		2	2	6	6
Interest cost		136	160	408	480
Amortization of prior service credit		33	33	99	99
Net periodic benefit cost / (income)		$ 171	$ 195	$ 513	$ 585

[1] Expected rate of return on plan assets is 7.40% for 2016 and was 7.40% for 2015

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Stockholders' Equity and Noncontrolling Interests (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended
	Sep. 30, 2016	Jun. 17, 2016
Stockholders’ Equity and Noncontrolling Interests [Abstract]
Stock repurchase program, authorized amount		$ 100.0
Treasury stock, shares, acquired	785,624
Treasury stock, carrying basis	$ 17.9

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Stockholders' Equity and Noncontrolling Interests (Schedule of Stockholders Equity) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Stockholders' Equity and Noncontrolling Interests [Line Items]
Stockholders' equity beginning balance			$ 206,719	$ 99,778
Net income	$ 18,275	$ 16,872	21,907	50,132
Other comprehensive income / (loss):
Foreign currency translation adjustments	(100)	(13,002)	6,344	(22,171)
Total comprehensive income / (loss)	18,175	3,870	28,251	27,961
Vesting of RSUs			1	6
Treasury stock			(18,533)	(6,551)
Share based compensation expense			1,545	1,814
Proceeds from stock options exercised			68	160
Dividend paid			(6,334)
Noncontrolling interest dividends			(2,164)
Stockholders' equity ending balance	209,553	123,168	209,553	123,168
Tower International [Member]
Stockholders' Equity and Noncontrolling Interests [Line Items]
Stockholders' equity beginning balance			197,495	43,151
Net income			21,694	48,970
Other comprehensive income / (loss):
Foreign currency translation adjustments			6,566	(20,652)
Total comprehensive income / (loss)			28,260	28,318
Vesting of RSUs			1	6
Treasury stock			(18,533)	(6,551)
Share based compensation expense			1,545	1,814
Proceeds from stock options exercised			68	160
Dividend paid			(6,334)
Stockholders' equity ending balance	202,502	66,898	202,502	66,898
Noncontrolling Interest [Member]
Stockholders' Equity and Noncontrolling Interests [Line Items]
Stockholders' equity beginning balance			9,224	56,627
Net income			213	1,162
Other comprehensive income / (loss):
Foreign currency translation adjustments			(222)	(1,519)
Total comprehensive income / (loss)			(9)	(357)
Noncontrolling interest dividends			(2,164)
Stockholders' equity ending balance	$ 7,051	$ 56,270	$ 7,051	$ 56,270

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Stockholders' Equity and Noncontrolling Interests (Components of Accumulated Other Comprehensive Loss) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2014
Stockholders’ Equity and Noncontrolling Interests [Abstract]
Foreign currency translation adjustments, net of tax of $5.5 million and $7.8 million	$ (33,924)	$ (27,876)	$ (33,924)	$ (27,876)	$ (40,490)	$ (33,853)	$ (16,364)	$ (7,224)
Defined benefit plans, net of tax of $13.5 million and $13.5 million	(40,002)	(39,690)	(40,002)	(39,690)	(40,002)	(40,002)	(39,690)	(39,690)
Accumulated other comprehensive loss	(73,926)	(67,566)	(73,926)	(67,566)	(80,492)	$ (73,855)	$ (56,054)	$ (46,914)
Other comprehensive loss attributable to Tower, foreign currency translation adjustments			6,566
Other comprehensive loss attributable to Tower, defined benefit plans, net of tax of $13.5 million and $13.5 million			0
Other comprehensive loss attributable to Tower, accumulated other comprehensive loss	$ (71)	$ (11,512)	6,566	$ (20,652)
Foreign currency translation adjustment, tax			5,500		7,800
Defined benefit plans, net of tax			$ 13,500		$ 13,500

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Stockholders' Equity and Noncontrolling Interests (Schedule of Changes in Accumulated Other Comprehensive Loss) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Stockholders’ Equity and Noncontrolling Interests [Abstract]
Defined Benefit Plan, Net, beginning balance	$ (40,002)	$ (39,690)	$ (40,002)	$ (39,690)
Defined Benefit Plan, Net, ending balance	(40,002)	(39,690)	(40,002)	(39,690)
Foreign Currency Translation Adjustments, beginning balance	(33,853)	(16,364)	(40,490)	(7,224)
Foreign Currency Translation Adjustments, Other comprehensive income / (loss) before reclassification	(71)	(11,512)	6,566	(20,652)
Foreign Currency Translation Adjustments, Net current-period other comprehensive income (loss)	(71)	(11,512)	6,566	(20,652)
Foreign Currency Translation Adjustments, ending balance	(33,924)	(27,876)	(33,924)	(27,876)
Beginning Balance	(73,855)	(56,054)	(80,492)	(46,914)
Other comprehensive income before reclassification	(71)	(11,512)	6,566	(20,652)
Net current-period other comprehensive income (loss)	(71)	(11,512)	6,566	(20,652)
Ending balance	$ (73,926)	$ (67,566)	$ (73,926)	$ (67,566)

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Earnings per Share ("EPS") (Schedule of Earnings Per Share, Basic and Diluted) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Earnings per Share (“EPS”) [Abstract]
Income from continuing operations	$ 17,908	$ 13,626	$ 41,906	$ 48,572
Loss from discontinued operations, net of tax	367	3,246	(19,999)	1,560
Net income / (loss)	18,275	16,872	21,907	50,132
Less: Net income attributable to the noncontrolling interests	118	589	213	1,162
Net income / (loss) attributable to Tower International, Inc.	$ 18,157	$ 16,283	$ 21,694	$ 48,970
Basic income / (loss) per share:
Continuing operations	$ 0.85	$ 0.62	$ 1.98	$ 2.25
Discontinued operations	0.02	0.15	(0.95)	0.07
Net income / (loss) attributable to Tower International, Inc.	$ 0.87	$ 0.77	$ 1.03	$ 2.32
Basic weighted average shares outstanding	20,830,203	21,107,477	21,039,305	21,087,691
Diluted income / (loss) per share:
Continuing operations	$ 0.84	$ 0.61	$ 1.95	$ 2.22
Discontinued operations	0.02	0.15	(0.93)	0.07
Net income / (loss) attributable to Tower International, Inc.	$ 0.86	$ 0.76	$ 1.02	$ 2.29
Diluted weighted average shares outstanding	21,182,149	21,422,859	21,372,875	21,395,797

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Share-Based and Long-Term Compensation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended			9 Months Ended
	Jun. 30, 2016	Sep. 30, 2016	Jun. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Other liabilities, noncurrent		$ 78,448			$ 78,448		$ 79,704
Common Stock, Par or Stated Value Per Share		$ 0.01			$ 0.01		$ 0.01
President and Chief Executive Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Deferred compensation, description					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
Other liabilities, current		$ 5,400			$ 5,400
President and Chief Executive Officer [Member] | Stock Appreciation Rights (SARs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Deferred compensation, threshold stock price					$ 40.59
Deferred compensation, if threshold per share price is met					$ 5,000
Deferred compensation, income			$ 700
Deferred compensation, expense		600		$ 900	700	$ 2,800
Fair value adjustments for stock appreciation bonus	$ 1,400
President and Chief Executive Officer [Member] | Transition Bonus [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Deferred compensation, cash amount		3,000			3,000
President and Chief Executive Officer [Member] | Retention Bonus [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Deferred compensation, cash amount		$ 3,000			$ 3,000
Equity Incentive Plan 2010 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant (in shares)		876,111			876,111
Maximum [Member] | President and Chief Executive Officer [Member] | Stock Appreciation Rights (SARs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Deferred compensation, threshold stock price					$ 55.58
Deferred compensation, if threshold per share price is met					$ 20,000
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period					3 years
Expiration period					10 years
Weighted average grant date fair value, model used					Black-Scholes valuation model
Stock or unit option plan expense		$ 0		0	$ 0	200
Tax benefit related to compensation expense		$ 0		0	$ 0	0
Options outstanding		494,437			494,437		500,138
Options, remaining average contractual life					5 years
Options, excercised					5,701
Options, excercised, intrisic value					$ 100
Options, exercisable, intrinsic value		$ 5,900			$ 5,900
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures, Total
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value		5,900			$ 5,900
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Tax benefit related to compensation expense		0		0	$ 0	0
Vesting period, other than options					3 years
Restricted stock or unit expense		500		500	$ 1,500	1,800
Unrecognized compensation expense		$ 2,700			$ 2,700
Unrecognized compensation expense, period of recognition					17 months
Other than options, nonvested		209,856			209,856		187,498
Other than option, granted					101,810
Other than options, forfeited					2,142
Other than options, vested					103,117
Other than options, issued					77,310
Other than options, issued, value					$ 1,800
Restricted stock, shares issued net of shares for tax withholdings					50,897
Stock repurchased during period, value					$ 600
Stock repurchased during period, shares					26,413
Performance Award [Member] | Equity Incentive Plan 2010 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period					3 years
Deferred compensation, expense		$ 1,700		$ 1,100	$ 5,300	$ 3,200
Other liabilities, current		6,700			6,700
Other liabilities		9,200			9,200
Other liabilities, noncurrent		$ 2,500			$ 2,500

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Share-Based and Long-Term Compensation (Disclosure of Share-based Compensation Arrangements by Share-based Payment Award) (Details)	9 Months Ended
	Sep. 30, 2016 $ / shares shares
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Shares, Outstanding, Beginning | shares	500,138
Options Shares, Granted | shares
Options Shares, Options exercised or RSUs issued | shares	(5,701)
Options Shares, Forfeited | shares
Options Shares, Outstanding, Ending | shares	494,437
Options, Weighted Average Exercise Price, Outstanding, Beginning (in dollars per share) | $ / shares	$ 12.17
Options, Weighted Average Exercise Price, Granted (in dollars per share) | $ / shares
Options, Weighted Average Exercise Price, Options exercised or RSUs issued (in dollars per share) | $ / shares	11.95
Options, Weighted Average Exercise Price, Forfeited (in dollars per share) | $ / shares
Options, Weighted Average Exercise Price, Outstanding, Ending (in dollars per share) | $ / shares	$ 12.17
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted Stock Units, Outstanding, Beginning | shares	187,498
Other than option, granted | shares	101,810
Restricted Stock Units, Options exercised or RSUs issued | shares	(77,310)
Restricted Stock Units, Forfeited | shares	(2,142)
Restricted Stock Units, Outstanding, Ending | shares	209,856
Restricted Stock Units, Weighted Average Grant Date Fair Value, Outstanding, Beginning (in dollars per share) | $ / shares	$ 23.59
Restricted Stock Units, Weighted Average Grant Date Fair Value, Granted (in dollars per share) | $ / shares	23.26
Restricted Stock Units, Weighted Average Grant Date Fair Value, Options exercised or RSUs issued (in dollars per share) | $ / shares	19.88
Restricted Stock Units, Weighted Average Grant Date Fair Value, Forfeited (in dollars per share) | $ / shares	25.17
Restricted Stock Units, Weighted Average Grant Date Fair Value, Outstanding, Ending (in dollars per share) | $ / shares	$ 24.78

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Segment Information (Narrative) (Details) - segment	3 Months Ended	9 Months Ended
	Mar. 31, 2016	Sep. 30, 2016
Segment Information [Abstract]
Number of operating segments	4	2
Number of reportable segments	4	2

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Segment Information (Schedule of Segment Reporting Information, by Segment) (Details) - USD ($) $ in Thousands		3 Months Ended			9 Months Ended
		Sep. 30, 2016		Sep. 30, 2015	Sep. 30, 2016		Sep. 30, 2015	Dec. 31, 2015
Segment Reporting Information [Line Items]
Revenues		$ 457,042		$ 442,190	$ 1,451,367		$ 1,341,181
Adjusted EBITDA		50,123		43,830	145,477		142,443
Capital Expenditures		5,808		30,740	69,164		65,726
Total assets		1,246,734	[1]		1,246,734	[1]		$ 1,215,497
Europe [Member]
Segment Reporting Information [Line Items]
Revenues		147,964		154,900	484,064		496,001
Adjusted EBITDA		12,084		12,983	37,307		41,194
Capital Expenditures		10,512		6,328	24,559		15,347
Total assets	[1]	479,381			479,381
North America [Member]
Segment Reporting Information [Line Items]
Revenues		309,078		287,290	967,303		845,180
Adjusted EBITDA		38,039		30,847	108,170		101,249
Capital Expenditures		(4,704)		$ 24,412	44,605		$ 50,379
Total assets	[1]	$ 767,353			$ 767,353

[1] As of September 30, 2016, total assets include assets held for sale

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Segment Information (Reconciliation of Adjusted EBITDA to Income loss Before Income Taxes) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Segment Information [Abstract]
Adjusted EBITDA	$ 50,123	$ 43,830	$ 145,477	$ 142,443
Restructuring and asset impairment charges, net	(1,196)	(784)	(2,782)	(6,984)
Depreciation and amortization	(17,900)	(18,381)	(53,383)	(54,227)
Acquisition costs and other	(47)	(436)	(318)	(675)
Long-term compensation expense	(3,275)	(2,870)	(8,778)	(8,870)
Interest expense, net	(5,558)	(6,277)	(18,059)	(17,828)
Other expense	0		(6,481)
Income before provision for income taxes, equity in profit of joint venture, and loss from discontinued operations	$ 22,147	$ 15,082	$ 55,676	$ 53,859

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Fair Value of Financial Instruments (Narrative) (Details) - USD ($) $ in Millions	9 Months Ended	12 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long term debt, outstanding	$ 440.1	$ 446.6
Long-term debt, fair value	441.5	$ 430.2
Currency Swap [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial liabilities fair value disclosure	5.3
Net Investment Hedging [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial liabilities fair value disclosure	15.3
Brazil Operations [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying amount, long-lived assets held for sale	33.6
Brazil Operations [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | Fair Value, Measurements, Nonrecurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Gain (loss) on disposition of property plant equipment	(15.0)
Brazil Operations [Member] | Fair Value, Inputs, Level 3 [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | Fair Value, Measurements, Nonrecurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held-for-sale, long lived, fair value disclosure	18.6
Ningbo Joint Venture [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying amount, long-lived assets held for sale	7.7
Ningbo Joint Venture [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | Fair Value, Measurements, Nonrecurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Gain (loss) on disposition of property plant equipment	(3.1)
Ningbo Joint Venture [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Nonrecurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held-for-sale, long lived, fair value disclosure	4.6
Ningbo Joint Venture [Member] | Fair Value, Inputs, Level 3 [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | Fair Value, Measurements, Nonrecurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held-for-sale, long lived, fair value disclosure	$ 4.6

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Fair Value of Financial Instruments (Fair Value Measurements, Recurring and Nonrecurring) (Details) - Fair Value, Measurements, Nonrecurring [Member] $ in Millions	9 Months Ended
	Sep. 30, 2016 USD ($)
Brazil Operations [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Gain (loss) on disposition of property plant equipment	$ (15.0)
Brazil Operations [Member] | Fair Value, Inputs, Level 3 [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held-for-sale, long lived, fair value disclosure	18.6
Ningbo Joint Venture [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Gain (loss) on disposition of property plant equipment	(3.1)
Ningbo Joint Venture [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held-for-sale, long lived, fair value disclosure	4.6
Ningbo Joint Venture [Member] | Fair Value, Inputs, Level 3 [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held-for-sale, long lived, fair value disclosure	$ 4.6

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Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Commitments and Contingencies [Abstract]
Environmental exit costs, costs accrued to date	$ 1.4		$ 1.4		$ 1.4
Operating leases, rent expense, net	$ 5.6	$ 6.5	$ 17.6	$ 18.8

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Commitments and Contingencies (Future Minimum Operating Lease Payments) (Details) $ in Thousands	Sep. 30, 2016 USD ($)
Commitments and Contingencies [Abstract]
2016	$ 7,041
2017	27,206
2018	26,940
2019	22,935
2020	16,969
Thereafter	30,378
Total future lease payments	$ 131,469

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Subsequent Events (Narrative) (Details) - USD ($) $ in Thousands	1 Months Ended	9 Months Ended
	Oct. 31, 2016	Sep. 30, 2015	Sep. 30, 2016	Jun. 30, 2016
Proceeds from Divestiture of Interest in Joint Venture		$ 9,947
Disposal Group Including Discontinued Operation Fair Value Adjustments			$ 18,100
Brazilian and Chinese [Member]
Disposal Group Including Discontinued Operation Fair Value Adjustments				$ 18,100
Brazil Operations [Member]
Disposal Group Including Discontinued Operation Fair Value Adjustments				15,000
Two Remaining China Joint Ventures [Member] | Subsequent Event [Member]
Proceeds from Divestiture of Interest in Joint Venture	$ 25,000
Ningbo Joint Venture [Member]
Disposal Group Including Discontinued Operation Fair Value Adjustments				$ 3,100