8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 24, 2005

TITAN INTERNATIONAL, INC.

(Exact name of Registrant as specified in its Charter)

Illinois	1-12936	36-3228472
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2701 Spruce Street, Quincy, IL 62301

(Address of principal executive offices, including Zip Code)

(217) 228-6011

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filling is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THIS REPORT

Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On February 24, 2005, Titan International, Inc. issued a press release reporting its fourth quarter and year-end 2004 financial results. A copy of the press release is furnished herewith as Exhibit 99.

Item 9.01FINANCIAL STATEMENTS AND EXHIBITS

(c)Exhibits

 99 Press release dated February 24, 2005, reporting fourth quarter and year-end 2004 financial results for Titan International, Inc.

SIGNATURE

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 hereunto duly authorized.

TITAN INTERNATIONAL, INC.

(Registrant)

Date:	February 24, 2005	By:	/s/ Kent W. Hackamack
			Kent W. Hackamack
			Vice President of Finance and Treasurer
			(Principal Financial Officer and
			Principal Accounting Officer

EXHIBIT INDEX

Exhibit No.	Description
99	Press release dated February 24, 2005, reporting fourth quarter and year-end 2004 financial results for Titan International, Inc.

EX-99

Titan International, Inc. reports 30 percent increase in pro forma sales for fourth quarter 2004

Quincy, IL. - February 24, 2005 - Titan International, Inc. (NYSE: TWI) reported net sales of $105.9 million for the fourth quarter ended December 31, 2004, up 30 percent from $81.5 million pro forma (adjusted to reflect the April 2004 sale of Titan Europe) for the fourth quarter of 2003. Pro forma net sales for the year 2004 totaled $461.1 million, increasing 32 percent over 2003 pro forma net sales of $347.9 million.

Gross profit increased to $13.1 million for the fourth quarter of 2004 compared to $7.9 million for the same quarter of 2003, a 66 percent improvement in gross profit. For the year, gross profit more than doubled to $79.5 million in 2004 from $29.7 million in 2003.

Net income for the year improved $47.8 million to a profit of $11.1 million versus a loss of $(36.7) million a year earlier. Fully diluted earnings per share were $.61 in 2004 versus a loss of $(1.75) in 2003, for a $2.36 year-over-year gain.

Included in the fourth quarter and year-end 2004 results is a $5.3 million depreciation charge for idled assets marketed for sale. Titan continues the sales process for these idled assets, including facilities in Greenwood, South Carolina, and Walcott, Iowa, and equipment in Natchez, Mississippi, and Brownsville, Texas.

“Titan has experienced another remarkable quarter and we are proud to report a profitable 2004,” stated Maurice Taylor Jr., Titan president and CEO. “The operating results for the year show Titan’s employees worked hard to return the company to profitability when presented with increased demand in the agricultural and construction markets. Although it’s been a bumpy ride, we will not forget to maintain focus on reducing costs and further enhancing efficiencies. Many of our customers are predicting another strong year in 2005.”

For additional financial information and Management’s Discussion and Analysis of Financial Condition and Results of Operations, see the company’s annual report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2005.

This press release includes forward-looking statements that involve risks and uncertainties, including risks as detailed in Titan International, Inc.’s periodic filings with the Securities and Exchange Commission, including the annual report on Form 10-K for the year ended December 31, 2004.

Titan International, Inc., a holding company, owns subsidiaries that supply wheels, tires and assemblies for off-highway equipment used in agricultural, earthmoving/construction, and consumer (i.e. all terrain vehicles and trailers) applications.

Titan International, Inc.

Consolidated Statements of Operations (Unaudited)

For the three and twelve months ended December 31, 2004 and 2003

Amounts in thousands except earnings per share data

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
		2004			2003			2004			2003
Net sales	$	105,920		$	120,469		$	510,571		$	491,672
Cost of sales		92,830			112,529			431,071			461,969
Gross profit		13,090			7,940			79,500			29,703
Selling, general & administrative expenses		8,455			11,066			36,040			43,174
Research & development expenses		345			727			1,875			2,749
Idled assets marketed for sale - depreciation		5,275			0			5,275			0
Goodwill impairment on Titan Europe		0			0			2,988			0
(Loss) income from operations		(985	)		(3,853	)		33,322			(16,220	)
Interest expense		(2,561	)		(5,130	)		(16,159	)		(20,231	)
Debt termination expense		0			0			(3,654	)		0
Equity income from unconsolidated affiliate		857			0			1,278			0
Loss on investment		0			0			0			(2,707	)
Other income		189			2,762			428			5,490
(Loss) income before income taxes		(2,500	)		(6,221	)		15,215			(33,668	)
(Benefit) provision for income taxes		(1,207	)		2,989			4,108			2,989
Net (loss) income	$	(1,293	)	$	(9,210	)	$	11,107		$	(36,657	)
(Loss) income per common share:
Basic	$	(.08	)	$	(.44	)	$	.62		$	(1.75	)
Diluted		(.08	)		(.44	)		.61			(1.75	)
Average common shares outstanding:
Basic		16,326			21,168			17,798			20,984
Diluted		16,326			21,168			21,574			20,984

Net sales with and without Titan Europe (Unaudited)

Amounts in thousands

	Three Months Ended				Twelve Months Ended
	December 31,				December 31,
	2004		2003		2004		2003
Net sales	$	105,920	$	120,469	$	510,571	$	491,672
Less Titan Europe included in historical sales		0		39,002		49,446		143,724
Net sales without Titan Europe	$	105,920	$	81,467	$	461,125	$	347,948

Segment Information

Revenues from external customers (Unaudited)

Amounts in thousands

	Three Months Ended				Twelve Months Ended
	December 31,				December 31,
		2004		2003		2004		2003
Agricultural	$	62,652	$	71,675	$	316,235	$	288,545
Earthmoving/Construction		35,751		42,129		160,297		169,087
Consumer		7,517		6,665		34,039		34,040
Total	$	105,920	$	120,469	$	510,571	$	491,672

Consolidated Condensed Balance Sheets (Unaudited)

Amounts in thousands

	Dec. 31,		Dec. 31
	2004		2003
Assets
Current assets:
Cash & cash equivalents	$	1,130	$	6,556
Accounts receivable		52,781		83,975
Inventories		84,658		112,496
Assets held for sale		0		37,775
Deferred income taxes		6,711		20,343
Other current assets		9,388		25,801
Total current assets		154,668		286,946
Property, plant & equipment, net		80,644		138,482
Idled assets marketed for sale		31,245		0
Investment in unconsolidated affiliate		30,040		0
Restricted cash deposits		24,500		51,039
Goodwill		11,702		18,823
Other assets		21,367		27,794
Total assets	$	354,166	$	523,084
Liabilities & stockholders’ equity
Current liabilities:
Short-term debt (including current portion of long-term debt)	$	217	$	21,161
Accounts payable		26,733		51,931
Other current liabilities		12,820		29,883
Total current liabilities		39,770		102,975
Long-term debt		169,688		248,397
Deferred income taxes		9,164		22,796
Other long-term liabilities		28,663		36,960
Stockholders’ equity		106,881		111,956
Total liabilities & stockholders’ equity	$	354,166	$	523,084

Contact: Lisa Ross

Titan Communications Coordinator

(217) 221-4489