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):  October 28, 2008

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 October 28, 2008, Titan International, Inc. issued a press release reporting its third quarter 2008 financial results.  A copy of the press release is furnished herewith as Exhibit 99.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c)           Exhibits

99 Press release dated October 28, 2008, reporting third quarter 2008 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:	October 28, 2008	By:	/s/ Kent W. Hackamack
			Kent W. Hackamack
			Vice President of Finance and Treasurer
			(Principal Financial Officer)

EXHIBIT INDEX

Exhibit No.	Description
99	Press release dated October 28, 2008, reporting third quarter 2008 financial results for Titan International, Inc.

EX-99

Exhibit 99

TITAN REPORTS RECORD THIRD QUARTER SALES AND NET INCOME

Quincy, IL. - Titan International, Inc. (NYSE: TWI)

October 28, 2008

Third quarter highlights:

·   For the third quarter of 2008, sales, gross profit, income from operations and net income categories achieved all-time third quarter records.

·   Sales for third quarter 2008 were $255.5 million, an increase of $60 million, or 31 percent, as compared to $195.5 million in the third quarter of last year.

·   Gross profit was $37.4 million for the quarter, an improvement of over $19 million, or 105 percent, from the $18.3 million recorded in last year’s third quarter.

·   Income from operations was $21.3 million for the third quarter of 2008, rising $18½ million, or 688 percent, compared to $2.7 million in the previous year’s third quarter.

·   Net income was $10.3 million for the quarter, an improvement of $11 million, compared to last year’s third quarter loss of $(0.9) million.

·   Basic and diluted earnings per share were $.30 cents for the third quarter of 2008, which increased $.33 cents when compared to a loss of $(.03) in the third quarter of last year.

Statement of Chief Executive Officer:

“Titan had the best third quarter in our history, and we came close to breaking our all-time record,” said Titan Chairman and CEO Maurice M. Taylor Jr. “The third quarter is unique in that we typically close our facilities for 1-2 weeks for routine maintenance, our employees take the majority of their vacation time during this quarter, and our OEM customers also shut down for a few weeks in this time period as well. With those things considered, it really says something about how outstanding this quarter was for Titan. In addition, each facility is currently undergoing major capital improvements for Titan’s super giant steel belted radial tire program. This project includes both wheel and tire operations. Titan has also been training over 200 new employees throughout the company, and we earned $.30 per share for the quarter. So what’s ahead for next quarter and 2009?” said Taylor.

“Titan has set a goal to produce 900 super giant tires in 2008, and I believe this is still achievable. The majority of production will be in fourth quarter. Our goal is to make fourth quarter our best, and we will set a record for 2008. The farm tire market is strong, and should continue through 2009, as should the strength seen in Titan’s mining market. We know commodities have dropped, but they would need to drop a lot further than where they are now before demand starts backing down.

“Titan is the lowest-cost manufacturer of tires and wheels in North America, period. We have built the lowest cost manufacturing operations and have the lowest SG&A, so we are prepared for whatever comes about in the marketplace, but for now we expect positive results. After Titan’s Board of Directors meeting in December, I’ll give my thoughts on my goals for sales and EBITDA for 2009.

“Titan’s super giant tires are running in three mines and all are performing better than expected, with no failures—so much for rumors, folks! The fourth quarter will see Titan’s super giant steel belted radials in mines around the world, period.”

Year-to-date highlights

·   September 2008 year-to-date sales, gross profit, income from operations and net income categories each achieved September year-to-date records for Titan.

·   September 2008 year-to-date sales were $778.1 million, an increase of $146 million, or 23 percent, from $632.1 million for the nine-month period in 2007.

·   September 2008 year-to-date gross profit was $111.7 million, increasing nearly $39 million, or 53 percent, from $72.8 million last year.

·   Income from operations was $61.8 million for the first nine months of 2008, an improvement of over $31 million, or 104 percent, compared to last year’s $30.2 million.

·   Year-to-date net income was $31.7 million in 2008, rising over $30 million when compared to $1.6 million in 2007.

·   Fully diluted earnings per share were $.91 cents for the first nine months of 2008, an $.86-cent improvement compared to the $.05 cents recorded in the first nine months of 2007.

Financial overview:

Sales:  Titan recorded sales of $255.5 million for the third quarter of 2008, which were 31 percent higher than the third quarter 2007 sales of $195.5 million. Net sales for the first nine months of 2008 were $778.1 million, up from the $632.1 million recorded in the first nine months of 2007, a 23 percent increase. The record sales levels for the third quarter and first nine months of 2008 were attributed to exceptionally strong demand in the company’s agricultural market, which reported higher sales of approximately 50 percent for the third quarter of 2008 and approximately 40 percent for the first nine months of 2008 as compared to the respective 2007 periods.

Gross profit:  Gross profit for the third quarter of 2008 was $37.4 million, as compared to $18.3 million in the third quarter of 2007. Year-to-date gross profit was $111.7 million for 2008, as compared to $72.8 million for 2007.

Income from operations:  Income from operations for the third quarter of 2008 was $21.3 million, as compared to $2.7 million in the third quarter of 2007. Year-to-date income from operations was $61.8 million in 2008, compared to $30.2 million in 2007.

Pre-tax income:  Income before taxes for the third quarter of 2008 was $17.2 million, as compared to a loss before taxes of $(0.8) million in 2007. Year-to-date income before taxes totaled $52.9 million in 2008, as compared to $4.7 million in 2007. The year-to-date total for 2007 included a $13.4 million noncash convertible debt conversion charge.

Income taxes:  Income taxes of $6.9 million were recorded for the third quarter of 2008, compared to $0.1 million in 2007. Year-to-date, income tax expense was $21.2 million for the nine months ended September 30, 2008, compared to $3.1 million in 2007.

Net income:  Net income was $10.3 million for the third quarter of 2008, compared to a net loss of $(0.9) million in third quarter 2007. Year-to-date, net income was $31.7 million in 2008 and $1.6 million year-to-date in 2007.

Earnings per share:  For the third quarter of 2008, basic and diluted earnings per share were $.30, as compared to loss per share of $(.03) in 2007.  Year-to-date basic earnings per share were $.92 and diluted earnings per share were $.91 in 2008, as compared to year-to-date basic and diluted earnings per share of $.05 in 2007.

Capital expenditures: Titan’s capital expenditures for the first nine months of 2008 were $60.1 million, which included approximately $47 million of expenditures related to the Giant OTR Project.

Stock split:

In June 2008, Titan’s Board of Directors approved a five-for-four stock split with a record date of July 31, 2008, and a payable date of August 15, 2008.  The Company gave five shares for every four shares held as of the record date.  Stockholders received one additional share for every four shares owned as of the record date and received cash in lieu of fractional shares.  All share and per share data has been adjusted to reflect the effect of the stock split for all periods presented.

Giant OTR Project:

In May 2007, Titan’s Board of Directors approved funding for the company to increase giant OTR mining tire production capacity to include 57-inch and 63-inch giant radial tires (the “Giant OTR Project”). The company began start-up production of these giant mining tires in July 2008.

Safe harbor statement:

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, 2007. The company cautions that any forward-looking statements included in this press release are subject to a number of risks and uncertainties and the company undertakes no obligation to publicly update or revise any forward-looking statements.

Company description:

QUINCY, Ill.—Titan International Inc. (NYSE: TWI), a holding company, owns subsidiaries that supply wheels, tires and assemblies for off-highway equipment used in agricultural, earthmoving/construction and consumer (including all terrain vehicles) applications.

Titan International, Inc.

Consolidated Condensed Statements of Operations (Unaudited)

For the three and nine months ended September 30, 2008 and 2007

Amounts in thousands except earnings per share data.
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007
Net sales	$	255,463		$	195,472		$	778,102		$	632,083
Cost of sales		218,040			177,178			666,389			559,287
Gross profit		37,423			18,294			111,713			72,796
Selling, general & administrative expenses		13,789			14,123			43,155			38,090
Royalty expense		2,371			1,474			6,786			4,490
Income from operations		21,263			2,697			61,772			30,216
Interest expense		(3,734	)		(4,472	)		(11,426	)		(14,651	)
Noncash convertible debt conversion charge		0			0			0			(13,376	)
Other income		(358	)		975			2,559			2,521
Income (loss) before income taxes		17,171			(800	)		52,905			4,710
Provision for income taxes		6,868			78			21,162			3,109
Net income (loss)	$	10,303		$	(878	)	$	31,743		$	1,601
Earnings per common share *:
Basic	$	.30		$	(.03	)	$	.92		$	.05
Diluted		.30			(.03	)		.91			.05
Average common shares outstanding *:
Basic		34,499			34,139			34,373			31,421
Diluted		34,883			34,139			34,798			31,988
* Adjusted to reflect August 15, 2008, five-for-four stock split

Segment Information

 Revenues from external customers (Unaudited)

Amounts in thousands
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2008		2007		2008		2007
Agricultural	$	179,162	$	118,530	$	538,263	$	377,930
Earthmoving/Construction		71,287		69,431		221,591		216,891
Consumer		5,014		7,511		18,248		37,262
Total	$	255,463	$	195,472	$	778,102	$	632,083

Titan International, Inc.

Consolidated Condensed Balance Sheets (Unaudited)

Amounts in thousands
	September 30,		December 31,
Assets	2008		2007
Current assets:
Cash and cash equivalents	$	35,639	$	58,325
Accounts receivable		148,474		98,394
Inventories		143,699		128,048
Deferred income taxes		17,622		25,159
Prepaid and other current assets		21,616		17,839
Total current assets		367,050		327,765
Property, plant and equipment, net		236,737		196,078
Investment in Titan Europe Plc		11,623		34,535
Goodwill		11,702		11,702
Other assets		18,361		20,415
Total assets	$	645,473	$	590,495
Liabilities & Stockholders’ Equity
Current liabilities:
Accounts payable	$	84,946	$	43,992
Other current liabilities		45,775		43,788
Total current liabilities		130,721		87,780
Long-term debt		200,000		200,000
Deferred income taxes		6,025		14,044
Other long-term liabilities		11,029		16,149
Stockholders’ equity		297,698		272,522
Total liabilities & stockholders’ equity	$	645,473	$	590,495

Titan 2008 third quarter conference call:

Titan International Inc. will hold its earnings conference call for the third quarter that ended September 30, 2008, at 9 a.m. Eastern Time on Wednesday, October 29, 2008.

To participate in the conference call, dial (888) 423-3276 (International: (612) 332-0806) and request the Titan International Inc. earnings conference call.

A telephonic replay will be available until November 5, 2008. To access the replay, dial (800) 475-6701 and enter code 963330 (International: (320) 365-3844). For more information, visit www.titan-intl.com.

Contact: Courtney Leeser, Communications Coordinator

(217) 221-4489