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Financial Data and Key Metrics Changes - Titan International reported revenues of $461 million for Q2 2025, with adjusted EBITDA of $30 million, and positive cash flow of $4 million [20][27] - Gross margins improved by 100 basis points sequentially to 15%, driven by product mix [20][21] - Year-over-year gross margins decreased from 16% to 15% when adjusting for the previous year's inventory step-up [21][24] Business Line Data and Key Metrics Changes - Agricultural segment gross margin increased to 14.6% from 12.4% in Q1 [21] - EMC segment gross margin rose to 11.5% from 10.4% in Q1 [21] - Consumer segment gross margin improved to 20.4% from 19.6% in Q1 [21] Market Data and Key Metrics Changes - Demand in Europe remained flat, while Brazil showed better performance due to localized manufacturing [16][19] - The consumer segment was significantly impacted by tariffs, leading to cautious purchasing behavior [17][18] - Farmers expressed concerns over high financing costs, which hindered large equipment purchases [14][13] Company Strategy and Development Direction - Titan is focusing on a one-stop-shop strategy, enhancing customer service through a broad product portfolio [10][12] - The company is actively pursuing partnerships, including a minority investment in Brazilian wheel manufacturer Roderos to penetrate the Brazilian market [12][72] - Titan aims to leverage its U.S.-based production to benefit from tariffs on imports, enhancing its competitive position [8][9] Management's Comments on Operating Environment and Future Outlook - Management noted that the macro environment remains challenging, with cautious behavior from OEMs and consumers due to interest rates and trade policies [6][7] - There is optimism for a rebound in demand as inventory levels have dropped too low, particularly in the consumer segment [35][36] - Management expects an uptick in market conditions in 2026, contingent on interest rate reductions and tariff resolutions [67][68] Other Important Information - The company is managing costs effectively while preparing to ramp up production when demand increases [15][19] - Titan's net debt decreased by $10 million to $401 million, with expectations to exit the year with a debt ratio closer to three times adjusted EBITDA [23][24] - The effective tax rate for Q2 was over 100%, influenced by geographic profit distribution [24] Q&A Session Summary Question: Clarification on Q3 sales and EBITDA expectations - Management indicated that Q3 sales could be similar to Q2, but EBITDA might decline by 10% to 15% due to seasonal shutdowns and product mix changes [28][29] Question: Outlook for the agricultural sector in the U.S. - Management noted a cautious tone in the U.S. agricultural sector, with OEMs waiting for improved farmer orders before increasing production [32][33] Question: Impact of tax and NOLs on valuation - Management confirmed the presence of NOLs that could affect valuation allowances if market conditions do not improve, but cash taxes have remained stable [38][39] Question: Details on the investment in Roderos - The initial investment in Roderos is $4 million for a 20% stake, with potential for future increases [72][109] Question: Customer inquiries about capacity for 2026 - Customers have begun asking about Titan's capacity for 2026, indicating confidence in Titan's position for future demand [111][112]

INVESTOR PRESENTATION – JULY 2025 NYSE: TWI Actual results may differ materially from those projected in these forward-looking statements as a result of certain factors which are contained in the Company's most recent 10K filing. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained ...

Core Viewpoint - Titan International, Inc. reported positive financial results for Q2 2025, highlighting resilience in revenue and EBITDA despite challenging market conditions driven by higher interest rates and tariff uncertainties [2][5]. Financial Performance - Revenues for Q2 2025 reached $461 million, with a gross margin of 15% and Adjusted EBITDA of $30 million [5]. - The company generated positive free cash flow of $4 million during the quarter [5]. Company Outlook - The company anticipates third quarter sales to be between $450 million and $475 million, with Adjusted EBITDA expected to range from $25 million to $30 million, indicating improvements compared to Q3 2024 [3]. - The management expressed confidence in the recovery of wheel and tire inventories, suggesting a positive trajectory for future financial results as macroeconomic conditions improve [2]. Strategic Initiatives - Titan International is focusing on a one-stop-shop strategy and innovation to expand its market reach, which is expected to drive growth when industry demand resumes [2]. - The company is well-positioned as a leader in the off-highway wheels and tires market, with ongoing efforts to maintain gross and EBITDA margins above previous cyclical troughs [2].

[Executive Summary](index=1&type=section&id=Executive%20Summary) This section highlights Titan International's Q2 2025 performance, including financial results within guidance and positive free cash flow, along with the Q3 2025 financial outlook [Q2 2025 Performance Highlights](index=1&type=section&id=Q2%202025%20Performance%20Highlights) Titan International, Inc. reported Q2 2025 revenues and Adjusted EBITDA within guidance, achieving positive free cash flow despite challenging end-market conditions - The company achieved revenues and Adjusted EBITDA within guidance and generated positive free cash flow for the quarter[2](index=2&type=chunk) - Gross and EBITDA margins remained meaningfully above levels seen during the last cyclical trough[2](index=2&type=chunk) - Strategic focus areas include expanding reach via a one-stop-shop strategy and innovation to drive future growth[2](index=2&type=chunk) Q2 2025 Key Financial Figures | Metric | Amount (Millions USD) | | :----- | :-------------------- | | Revenues | $461 | | Gross margin | 15% | | Adjusted EBITDA | $30 | | Free Cash Flow | $4 | [Company Outlook](index=1&type=section&id=Company%20Outlook) Titan International, Inc. anticipates improved financial results for the third quarter of 2025, with projected sales and Adjusted EBITDA showing an increase compared to the third quarter of 2024 Q3 2025 Financial Guidance | Metric | Guidance Range (Millions USD) | | :----- | :---------------------------- | | Sales | $450 - $475 | | Adjusted EBITDA | $25 - $30 | - Both Q3 2025 sales and Adjusted EBITDA guidance represent improvements compared to Q3 2024[3](index=3&type=chunk) [Consolidated Results of Operations](index=1&type=section&id=Consolidated%20Results%20of%20Operations) This section details the company's consolidated financial performance for Q2 2025, covering net sales, gross profit, operating expenses, income from operations, and net income [Net Sales](index=1&type=section&id=Net%20Sales) Q2 2025 net sales significantly decreased due to lower sales volumes in agricultural and construction sectors, and tariff impacts on the Specialty business Net Sales (Three Months Ended June 30) | Period | Net Sales (Millions USD) | | :----- | :----------------------- | | Q2 2025 | $460.8 | | Q2 2024 | $532.2 | | Change | $(71.4) (-13.4%) | - Primary drivers for the decrease were reduced sales volumes due to lower end-market demand in global agricultural and construction equipment sectors[3](index=3&type=chunk) - The Titan Specialty business experienced a temporary slowdown attributed to tariffs[3](index=3&type=chunk) - Favorable price and product mix, reflecting higher input costs, partially offset the declines. Foreign currency translation had a negative impact of approximately **0.4%**[3](index=3&type=chunk) [Gross Profit and Margin](index=2&type=section&id=Gross%20Profit%20and%20Margin) Gross profit and gross margin slightly decreased in Q2 2025 compared to Q2 2024, mainly due to lower sales volumes which reduced fixed cost absorption across manufacturing facilities Gross Profit and Margin (Three Months Ended June 30) | Metric | Q2 2025 (Millions USD) | Q2 2024 (Millions USD) | | :----- | :--------------------- | :--------------------- | | Gross Profit | $69.3 | $80.4 | | Gross Margin | 15.0% | 15.1% | - The decrease in gross profit and margin was primarily due to lower sales volumes, leading to reduced fixed cost absorption[5](index=5&type=chunk) [Selling, General and Administrative Expenses (SG&A)](index=2&type=section&id=Selling%2C%20General%20and%20Administrative%20Expenses%20(SG%26A)) SG&A expenses increased in Q2 2025, both in absolute terms and as a percentage of net sales, primarily driven by general inflationary cost impacts, including higher personnel-related costs SG&A Expenses (Three Months Ended June 30) | Metric | Q2 2025 (Millions USD) | Q2 2024 (Millions USD) | | :----- | :--------------------- | :--------------------- | | SG&A Expenses | $52.4 | $51.6 | | % of Net Sales | 11.4% | 9.7% | - The increase in SG&A was mainly due to general inflationary cost impacts and higher personnel-related costs[6](index=6&type=chunk) [Income from Operations](index=2&type=section&id=Income%20from%20Operations) Income from operations significantly decreased in Q2 2025 compared to Q2 2024, primarily due to lower gross profit and increased SG&A expenses Income from Operations (Three Months Ended June 30) | Period | Income from Operations (Millions USD) | | :----- | :---------------------------------- | | Q2 2025 | $10.2 | | Q2 2024 | $22.3 | | Change | $(12.1) (-54.2%) | - The reduction was primarily attributable to lower gross profit and other factors such as increased SG&A[7](index=7&type=chunk) [Income Tax Expense](index=2&type=section&id=Income%20Tax%20Expense) Q2 2025 income tax expense and effective tax rate significantly increased due to foreign income tax rate differentials and valuation allowance on interest expense carryforward Income Tax Expense and Rate (Three Months Ended June 30) | Metric | Q2 2025 (Millions USD) | Q2 2024 (Millions USD) | | :----- | :--------------------- | :--------------------- | | Income Tax Expense | $4.7 | $15.5 | | Effective Tax Rate | 431.6% | 81.9% | - Elevated tax rates in both periods were mainly due to foreign income tax rate differentials, valuation allowance on interest expense carryforward, and foreign inclusion items[8](index=8&type=chunk) [Net (Loss) Income and EPS](index=6&type=section&id=Net%20(Loss)%20Income%20and%20EPS) Titan International reported a net loss and negative EPS in Q2 2025, a significant decline from net income and positive EPS in Q2 2024, reflecting the overall challenging operational environment Net (Loss) Income and EPS (Three Months Ended June 30) | Metric | Q2 2025 (Millions USD) | Q2 2024 (Millions USD) | | :----- | :--------------------- | :--------------------- | | Net (Loss) Income | $(3.6) | $3.4 | | Basic EPS | $(0.07) | $0.03 | | Diluted EPS | $(0.07) | $0.03 | [Segment Performance Analysis](index=2&type=section&id=Segment%20Performance%20Analysis) This section analyzes the Q2 2025 financial performance of the Agricultural, Earthmoving/Construction, and Consumer segments, highlighting key drivers for changes [Agricultural Segment](index=2&type=section&id=Agricultural%20Segment) The Agricultural segment experienced a decline in net sales, gross profit, and income from operations in Q2 2025, primarily driven by reduced global demand, higher financing costs, and OEM inventory reduction initiatives Agricultural Segment Performance (Three Months Ended June 30) | Metric | Q2 2025 (Thousands USD) | Q2 2024 (Thousands USD) | % Decrease | | :----- | :---------------------- | :---------------------- | :--------- | | Net sales | $193,223 | $216,330 | (10.7)% | | Gross profit | $28,280 | $32,303 | (12.5)% | | Profit margin | 14.6% | 14.9% | (2.0)% | | Income from operations | $11,453 | $15,772 | (27.4)% | - Net sales decreased due to reduced global demand for agricultural equipment, particularly in North America and Europe, lower farm income, higher financing costs, and OEM inventory reduction[9](index=9&type=chunk) - Unfavorable foreign currency translation (Brazilian real, Turkish lira) negatively impacted net sales by approximately **1.8%**[9](index=9&type=chunk) - Gross profit decline was primarily due to lower sales volumes and reduced fixed cost leverage[10](index=10&type=chunk) [Earthmoving/Construction Segment](index=3&type=section&id=Earthmoving%2FConstruction%20Segment) The Earthmoving/Construction segment reported decreased net sales, gross profit, and income from operations in Q2 2025, mainly driven by lower sales volumes due to a slowdown in demand from construction OEM customers Earthmoving/Construction Segment Performance (Three Months Ended June 30) | Metric | Q2 2025 (Thousands USD) | Q2 2024 (Thousands USD) | % Decrease | | :----- | :---------------------- | :---------------------- | :--------- | | Net sales | $152,347 | $165,564 | (8.0)% | | Gross profit | $17,474 | $21,299 | (18.0)% | | Profit margin | 11.5% | 12.9% | (10.9)% | | Income from operations | $2,994 | $7,047 | (57.5)% | - Sales decreased primarily due to lower volumes in North America and the undercarriage business, reflecting a slowdown in demand from construction OEM customers[12](index=12&type=chunk) - A **1.1%** favorable foreign currency translation (strengthening euro) and positive price/product mix partially offset the declines[12](index=12&type=chunk) - Gross profit change was mainly attributable to lower volumes and reduced fixed cost leverage[13](index=13&type=chunk) [Consumer Segment](index=3&type=section&id=Consumer%20Segment) The Consumer segment experienced a significant decrease in net sales, gross profit, and income from operations in Q2 2025, mainly due to tariffs and lower sales volumes in the Americas region Consumer Segment Performance (Three Months Ended June 30) | Metric | Q2 2025 (Thousands USD) | Q2 2024 (Thousands USD) | % Increase (Decrease) | | :----- | :---------------------- | :---------------------- | :-------------------- | | Net sales | $115,260 | $150,276 | (23.3)% | | Gross profit | $23,519 | $26,840 | (12.4)% | | Profit margin | 20.4% | 17.9% | 14.0% | | Income from operations | $3,230 | $6,449 | (49.9)% | - Net sales decreased mainly due to tariffs in the Titan Specialty business and lower sales volumes in the Americas region of the legacy Titan business[14](index=14&type=chunk) - Challenging market conditions and reduced demand from OEM customers amid broader economic pressures contributed to the decline[14](index=14&type=chunk) - Gross profit decrease was primarily due to lower sales volumes[15](index=15&type=chunk) [Financial Condition and Cash Flow](index=4&type=section&id=Financial%20Condition%20and%20Cash%20Flow) This section provides an overview of the company's financial condition and cash flow activities, including balance sheet metrics and cash flow from operations, investing, and financing [Balance Sheet Overview](index=4&type=section&id=Balance%20Sheet%20Overview) As of June 30, 2025, Titan International's cash and cash equivalents decreased, while both long-term and short-term debt increased, resulting in a higher net debt position Key Financial Condition Metrics (Thousands USD) | Metric | June 30, 2025 | December 31, 2024 | | :----- | :------------ | :---------------- | | Cash and cash equivalents | $184,669 | $195,974 | | Long-term debt | $565,872 | $552,966 | | Short-term debt | $19,795 | $12,479 | | Net debt | $400,998 | $369,471 | [Cash Flows from Operating Activities](index=4&type=section&id=Cash%20Flows%20from%20Operating%20Activities) For the first six months of 2025, cash flows used for operating activities significantly increased, driven by lower net income and substantial working capital investment, particularly in accounts receivable and inventory Net Cash (Used for) Provided by Operating Activities (Six Months Ended June 30) | Period | Net Cash (Used for) Provided by Operating Activities (Millions USD) | | :----- | :---------------------------------------------------------------- | | 2025 | $(24.3) | | 2024 | $72.8 | | Change | $(97.1) | - The decline was mainly due to lower net income and increased investment in working capital[20](index=20&type=chunk) - Key factors contributing to the working capital increase were a **$52.5 million** increase in accounts receivable and a **$47.9 million** increase in inventory, partially offset by a **$27.0 million** increase in accounts payable[20](index=20&type=chunk) [Cash Flows from Investing Activities](index=8&type=section&id=Cash%20Flows%20from%20Investing%20Activities) Cash flows used for investing activities significantly decreased for the first six months of 2025, primarily due to the absence of a large business acquisition that occurred in the prior year Net Cash Used for Investing Activities (Six Months Ended June 30) | Period | Net Cash Used for Investing Activities (Millions USD) | | :----- | :-------------------------------------------------- | | 2025 | $(24.8) | | 2024 | $(171.3) | - The significant decrease in cash used for investing activities was largely due to the absence of a business acquisition in 2025, which was a major outflow in 2024 (**$142.2 million**)[31](index=31&type=chunk) [Cash Flows from Financing Activities](index=8&type=section&id=Cash%20Flows%20from%20Financing%20Activities) Cash flows provided by financing activities decreased substantially for the first six months of 2025, mainly due to lower proceeds from borrowings and the absence of common stock issuance related to business acquisitions Net Cash Provided by Financing Activities (Six Months Ended June 30) | Period | Net Cash Provided by Financing Activities (Millions USD) | | :----- | :----------------------------------------------------- | | 2025 | $16.9 | | 2024 | $113.9 | - Proceeds from borrowings decreased from **$159.5 million** in 2024 to **$54.9 million** in 2025[31](index=31&type=chunk) - The prior year included a significant non-cash financing activity of **$168.7 million** for the issuance of common stock in connection with a business acquisition, which was absent in 2025[31](index=31&type=chunk) [Non-GAAP Financial Measures Reconciliation](index=9&type=section&id=Non-GAAP%20Financial%20Measures%20Reconciliation) This section reconciles non-GAAP financial measures such as Adjusted Gross Profit, Adjusted EBITDA, Adjusted Net Income, Net Sales on a Constant Currency Basis, Net Debt, and Free Cash Flow [Adjusted Gross Profit](index=9&type=section&id=Adjusted%20Gross%20Profit) Adjusted gross profit for Q2 2025 remained consistent with reported gross profit, as there were no Carlstar inventory fair value step-up adjustments in the current period Adjusted Gross Profit (Three Months Ended June 30, Thousands USD) | Metric | Q2 2025 | Q2 2024 | | :----- | :------ | :------ | | Gross profit, as reported | $69,273 | $80,442 | | Carlstar inventory fair value step-up | — | $7,324 | | Gross profit, as adjusted | $69,273 | $87,766 | Adjusted Gross Profit (Six Months Ended June 30, Thousands USD) | Metric | 2025 | 2024 | | :----- | :--- | :--- | | Gross profit, as reported | $137,917 | $157,812 | | Carlstar inventory fair value step-up | — | $10,700 | | Gross profit, as adjusted | $137,917 | $168,512 | [Adjusted EBITDA](index=11&type=section&id=Adjusted%20EBITDA) Adjusted EBITDA for Q2 2025 decreased compared to Q2 2024, primarily due to lower net income and the absence of certain prior year adjustments Adjusted EBITDA (Three Months Ended June 30, Thousands USD) | Metric | Q2 2025 | Q2 2024 | | :----- | :------ | :------ | | Net (loss) income | $(3,604) | $3,422 | | EBITDA | $27,164 | $43,809 | | Adjustments: | | | | Foreign exchange loss (gain) | $2,995 | $(462) | | Carlstar inventory fair value step-up | — | $7,324 | | Gain on property insurance settlement | — | $(1,913) | | Adjusted EBITDA | $30,159 | $48,758 | Adjusted EBITDA (Six Months Ended June 30, Thousands USD) | Metric | 2025 | 2024 | | :----- | :--- | :--- | | Net (loss) income | $(3,582) | $13,396 | | EBITDA | $56,602 | $83,667 | | Adjustments: | | | | Foreign exchange loss (gain) | $4,380 | $(187) | | Carlstar transaction costs | — | $6,196 | | Carlstar inventory fair value step-up | — | $10,700 | | Gain on property insurance settlement | — | $(1,913) | | Adjusted EBITDA | $60,982 | $98,463 | [Adjusted Net (Loss) Income](index=10&type=section&id=Adjusted%20Net%20(Loss)%20Income) Adjusted net income applicable to common shareholders for Q2 2025 was a loss, a significant decrease from the positive adjusted net income in Q2 2024 Adjusted Net (Loss) Income (Three Months Ended June 30, Thousands USD) | Metric | Q2 2025 | Q2 2024 | | :----- | :------ | :------ | | Net (loss) income attributable to Titan and applicable to common shareholders | $(4,545) | $2,149 | | Adjusted net (loss) income attributable to Titan and applicable to common shareholders | $(1,550) | $7,098 | | Adjusted (loss) earnings per common share (Basic) | $(0.02) | $0.10 | Adjusted Net (Loss) Income (Six Months Ended June 30, Thousands USD) | Metric | 2025 | 2024 | | :----- | :--- | :--- | | Net (loss) income attributable to Titan and applicable to common shareholders | $(5,194) | $11,350 | | Adjusted net (loss) income attributable to Titan and applicable to common shareholders | $(814) | $26,146 | | Adjusted (loss) earnings per common share (Basic) | $(0.01) | $0.38 | [Net Sales on a Constant Currency Basis](index=11&type=section&id=Net%20Sales%20on%20a%20Constant%20Currency%20Basis) For Q2 2025, foreign currency translation had a minor negative impact on total net sales, reducing reported results by **0.4%**, with varied regional impacts Net Sales by Geography (Three Months Ended June 30, Thousands USD) | Region | 2025 | 2024 | % Change from 2024 | Change due to currency translation ($) | % Impact | | :----- | :--- | :--- | :----------------- | :------------------------------------- | :------- | | United States | $215,561 | $276,170 | (21.9)% | — | — % | | Europe / CIS | $119,255 | $133,456 | (10.6)% | $7,165 | 5.4 % | | Latin America | $84,770 | $77,026 | 10.1 % | $(7,810) | (10.1)% | | Asia and other regions | $41,244 | $45,518 | (9.4)% | $(1,435) | (3.2)% | | Total | $460,830 | $532,170 | (13.4)% | $(2,080) | (0.4)% | Net Sales by Geography (Six Months Ended June 30, Thousands USD) | Region | 2025 | 2024 | % Change from 2024 | Change due to currency translation ($) | % Impact | | :----- | :--- | :--- | :----------------- | :------------------------------------- | :------- | | United States | $482,065 | $525,128 | (8.2)% | — | — % | | Europe / CIS | $228,308 | $261,478 | (12.7)% | $4,677 | 1.8 % | | Latin America | $161,788 | $149,506 | 8.2 % | $(21,293) | (14.2)% | | Asia and other regions | $79,377 | $78,267 | 1.4 % | $(2,788) | (3.6)% | | Total | $951,538 | $1,014,379 | (6.2)% | $(19,404) | (1.9)% | [Net Debt Reconciliation](index=12&type=section&id=Net%20Debt%20Reconciliation) Net debt increased significantly as of June 30, 2025, compared to December 31, 2024, driven by an increase in both long-term and short-term debt, coupled with a decrease in cash Net Debt (Thousands USD) | Metric | June 30, 2025 | December 31, 2024 | June 30, 2024 | | :----- | :------------ | :---------------- | :------------ | | Long-term debt | $565,872 | $552,966 | $535,907 | | Short-term debt | $19,795 | $12,479 | $14,588 | | Total debt | $585,667 | $565,445 | $550,495 | | Cash and cash equivalents | $184,669 | $195,974 | $224,100 | | Net debt | $400,998 | $369,471 | $326,395 | [Free Cash Flow](index=12&type=section&id=Free%20Cash%20Flow) Free cash flow for the first six months of 2025 was a significant outflow, a substantial decrease from the positive free cash flow in the comparable period of 2024 Free Cash Flow (Six Months Ended June 30, Thousands USD) | Metric | 2025 | 2024 | | :----- | :--- | :--- | | Net cash provided by (used for) operating activities | $(24,278) | $72,846 | | Capital expenditures | $(25,121) | $(34,199) | | Free cash flow | $(49,399) | $38,647 | Free Cash Flow (Three Months Ended June 30, Thousands USD) | Metric | 2025 | 2024 | | :----- | :--- | :--- | | Net cash provided by (used for) operating activities | $14,313 | $70,841 | | Capital expenditures | $(10,094) | $(17,592) | | Free cash flow | $4,219 | $53,249 | [Additional Company Information](index=4&type=section&id=Additional%20Company%20Information) This section provides background information on Titan International, details of the Q2 2025 teleconference and webcast, and the company's safe harbor statement for forward-looking information [About Titan](index=5&type=section&id=About%20Titan) Titan International, Inc. is a leading global manufacturer of off-highway wheels, tires, assemblies, and undercarriage products for agricultural, earthmoving/construction, and consumer markets - Titan International, Inc. is a global manufacturer of off-highway wheels, tires, assemblies, and undercarriage products[23](index=23&type=chunk) - The company serves original equipment manufacturers (OEMs) and aftermarket customers across agricultural, earthmoving/construction, and consumer markets[23](index=23&type=chunk) [Teleconference and Webcast Details](index=4&type=section&id=Teleconference%20and%20Webcast%20Details) Titan hosted a teleconference and webcast on July 31, 2025, to discuss its second-quarter financial results, with replay access available on its investor relations website - A teleconference and webcast for Q2 2025 financial results was held on Thursday, July 31, 2025, at **9:00 a.m. Eastern Time**[21](index=21&type=chunk) - The real-time, listen-only webcast was accessible via a provided link and the company's investor relations website[21](index=21&type=chunk) - A webcast replay is available on the company's website after the live event[22](index=22&type=chunk) [Safe Harbor Statement](index=5&type=section&id=Safe%20Harbor%20Statement) This section provides a safe harbor statement regarding forward-looking statements, cautioning that such statements are subject to significant risks and uncertainties that could cause actual results to differ materially from projections - The press release contains forward-looking statements covered by the Private Securities Litigation Reform Act of 1995[24](index=24&type=chunk) - These statements are based on current expectations and beliefs but are subject to significant risks and uncertainties, including economic conditions, market changes, tariffs, and geopolitical factors[24](index=24&type=chunk) - The company undertakes no obligation to publicly update or revise any forward-looking statements, except as required by law[24](index=24&type=chunk) [Condensed Consolidated Financial Statements](index=6&type=section&id=Condensed%20Consolidated%20Financial%20Statements) This section presents the unaudited condensed consolidated statements of operations, balance sheets, and cash flows for the specified periods [Statements of Operations](index=6&type=section&id=Statements%20of%20Operations) The Condensed Consolidated Statements of Operations present the company's financial performance for the three and six months ended June 30, 2025, and 2024, detailing revenues, costs, expenses, and net income (loss) Condensed Consolidated Statements of Operations (Unaudited) (Amounts in thousands, except per share data) | Metric | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :----- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net sales | $460,830 | $532,170 | $951,538 | $1,014,379 | | Cost of sales | $391,557 | $451,728 | $813,621 | $856,567 | | Gross profit | $69,273 | $80,442 | $137,917 | $157,812 | | Selling, general and administrative expenses | $52,353 | $51,583 | $102,208 | $91,003 | | Research and development expenses | $4,341 | $4,218 | $8,885 | $7,872 | | Income from operations | $10,160 | $22,322 | $21,959 | $47,394 | | Income before income taxes | $1,087 | $18,874 | $5,339 | $38,584 | | Provision for income taxes | $4,691 | $15,452 | $8,921 | $25,188 | | Net (loss) income | $(3,604) | $3,422 | $(3,582) | $13,396 | | Net (loss) income attributable to Titan and applicable to common shareholders | $(4,545) | $2,149 | $(5,194) | $11,350 | | Basic (Loss) earnings per common share | $(0.07) | $0.03 | $(0.08) | $0.16 | | Diluted (Loss) earnings per common share | $(0.07) | $0.03 | $(0.08) | $0.16 | [Balance Sheets](index=7&type=section&id=Balance%20Sheets) The Condensed Consolidated Balance Sheets provide a snapshot of the company's financial position as of June 30, 2025, and December 31, 2024, detailing assets, liabilities, and equity Condensed Consolidated Balance Sheets (Unaudited) (Amounts in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :----- | :------------ | :---------------- | | **Assets** | | | | Cash and cash equivalents | $184,669 | $195,974 | | Accounts receivable, net | $297,276 | $211,720 | | Inventories | $477,724 | $437,192 | | Total current assets | $1,035,597 | $912,037 | | Property, plant and equipment, net | $451,901 | $421,218 | | Total assets | $1,752,403 | $1,584,953 | | **Liabilities** | | | | Short-term debt | $19,795 | $12,479 | | Accounts payable | $265,141 | $219,586 | | Total current liabilities | $440,968 | $387,358 | | Long-term debt | $565,872 | $552,966 | | Total liabilities | $1,175,307 | $1,091,297 | | **Equity** | | | | Total Titan shareholders' equity | $570,485 | $496,073 | | Total equity | $577,096 | $493,656 | | Total liabilities and equity | $1,752,403 | $1,584,953 | [Statements of Cash Flows](index=8&type=section&id=Statements%20of%20Cash%20Flows) The Condensed Consolidated Statements of Cash Flows detail the cash inflows and outflows from operating, investing, and financing activities for the six months ended June 30, 2025, and 2024 Condensed Consolidated Statements of Cash Flows (Unaudited) (All amounts in thousands) | Metric | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :----- | :----------------------------- | :----------------------------- | | Net cash (used for) provided by operating activities | $(24,278) | $72,846 | | Net cash used for investing activities | $(24,846) | $(171,272) | | Net cash provided by financing activities | $16,906 | $113,875 | | Effect of exchange rate changes on cash | $20,913 | $(11,600) | | Net (decrease) increase in cash and cash equivalents | $(11,305) | $3,849 | | Cash and cash equivalents, beginning of period | $195,974 | $220,251 | | Cash and cash equivalents, end of period | $184,669 | $224,100 |

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=Part%20I.%20Financial%20Information) This section presents the unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements, including statements of operations, comprehensive income, balance sheets, changes in equity, and cash flows, along with detailed notes explaining the basis of presentation, significant accounting policies, and specific financial line items for the periods ended June 30, 2025 and 2024 [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section provides a summary of the company's revenues, costs, and net income (loss) for the three and six months ended June 30, 2025 and 2024 Condensed Consolidated Statements of Operations (in thousands, except per share) | Metric (in thousands, except per share) | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net sales | $460,830 | $532,170 | $951,538 | $1,014,379 | | Cost of sales | $391,557 | $451,728 | $813,621 | $856,567 | | Gross profit | $69,273 | $80,442 | $137,917 | $157,812 | | Income from operations | $10,160 | $22,322 | $21,959 | $47,394 | | Income before income taxes | $1,087 | $18,874 | $5,339 | $38,584 | | Provision for income taxes | $4,691 | $15,452 | $8,921 | $25,188 | | Net (loss) income | $(3,604) | $3,422 | $(3,582) | $13,396 | | Net (loss) income attributable to Titan | $(4,545) | $2,149 | $(5,194) | $11,350 | | Basic (Loss) earnings per common share | $(0.07) | $0.03 | $(0.08) | $0.16 | | Diluted (Loss) earnings per common share | $(0.07) | $0.03 | $(0.08) | $0.16 | [Condensed Consolidated Statements of Comprehensive Income](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) This section details the company's net income (loss) and other comprehensive income (loss) components, including derivative and currency translation adjustments Condensed Consolidated Statements of Comprehensive Income (in thousands) | Metric (in thousands) | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net (loss) income | $(3,604) | $3,422 | $(3,582) | $13,396 | | Derivative loss | $(43) | $(74) | $(51) | $(72) | | Currency translation adjustment | $39,477 | $(16,363) | $85,702 | $(30,731) | | Pension liability adjustments, net of tax | $(25) | $(161) | $65 | $(13) | | Comprehensive income (loss) | $35,805 | $(13,176) | $82,134 | $(17,420) | | Comprehensive income (loss) attributable to Titan | $34,399 | $(16,662) | $73,106 | $(21,343) | [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section presents the company's assets, liabilities, and equity as of June 30, 2025, and December 31, 2024 Condensed Consolidated Balance Sheets (in thousands) | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | **Assets** | | | | Cash and cash equivalents | $184,669 | $195,974 | | Accounts receivable, net | $297,276 | $211,720 | | Inventories | $477,724 | $437,192 | | Total current assets | $1,035,597 | $912,037 | | Property, plant and equipment, net | $451,901 | $421,218 | | Total assets | $1,752,403 | $1,584,953 | | **Liabilities** | | | | Short-term debt | $19,795 | $12,479 | | Accounts payable | $265,141 | $219,586 | | Total current liabilities | $440,968 | $387,358 | | Long-term debt | $565,872 | $552,966 | | Total liabilities | $1,175,307 | $1,091,297 | | **Equity** | | | | Total Titan shareholders' equity | $570,485 | $496,073 | | Total equity | $577,096 | $493,656 | [Condensed Consolidated Statements of Changes in Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Equity) This section outlines changes in the company's equity, including common shares, retained earnings, and accumulated other comprehensive loss, from January 1 to June 30, 2025 Condensed Consolidated Statements of Changes in Equity (in thousands, except share data) | Metric (in thousands, except share data) | Balance January 1, 2025 | Balance June 30, 2025 | | :--------------------------------------- | :---------------------- | :-------------------- | | Number of common shares | 63,139,435 | 63,852,976 | | Additional paid-in capital | $740,223 | $735,848 | | Retained earnings | $164,063 | $158,869 | | Treasury stock | $(122,336) | $(116,655) | | Accumulated other comprehensive (loss) | $(285,877) | $(207,577) | | Total Titan Equity | $496,073 | $570,485 | | Noncontrolling interest | $(2,417) | $6,611 | | Total Equity | $493,656 | $577,096 | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section details the company's cash flows from operating, investing, and financing activities for the six months ended June 30, 2025 and 2024 Condensed Consolidated Statements of Cash Flows (in thousands) | Cash Flow Category (in thousands) | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash (used for) provided by operating activities | $(24,278) | $72,846 | | Net cash used for investing activities | $(24,846) | $(171,272) | | Net cash provided by financing activities | $16,906 | $113,875 | | Effect of exchange rate changes on cash | $20,913 | $(11,600) | | Net (decrease) increase in cash and cash equivalents | $(11,305) | $3,849 | | Cash and cash equivalents, end of period | $184,669 | $224,100 | [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements [1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES](index=10&type=section&id=1.%20BASIS%20OF%20PRESENTATION%20AND%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This section outlines the accounting principles, policies, and significant judgments used in preparing the financial statements - The Company recognized net monetary losses of **$1.3 million** and **$2.3 million** for the three and six months ended June 30, 2025, respectively, due to hyperinflation in Argentina and Turkey, recorded in foreign exchange loss[20](index=20&type=chunk)[21](index=21&type=chunk) - The Company's Russian operations (Voltyre-Prom) represented approximately **7% of consolidated assets** as of June 30, 2025, and **5% of consolidated global sales** for the three months ended June 30, 2025; the military conflict has not had a significant impact on global operations[23](index=23&type=chunk)[25](index=25&type=chunk) - No shares were repurchased under the Share Repurchase Program during the six months ended June 30, 2025; as of June 30, 2025, **$1.0 million** remains available under the **$50.0 million** program[26](index=26&type=chunk) - Confirmed obligations under supplier financing programs included in accounts payable were **$13.5 million** at June 30, 2025, up from **$13.2 million** at December 31, 2024[27](index=27&type=chunk) - The Company is evaluating the impact of new accounting pronouncements: ASU 2023-09 (Improvements to Income Tax Disclosures) effective for fiscal years beginning after December 15, 2024, and ASU 2024-03 (Disaggregation of Income Statement Expenses) effective for annual periods beginning after December 15, 2026[28](index=28&type=chunk)[29](index=29&type=chunk) [2. BUSINESS COMBINATION](index=11&type=section&id=2.%20BUSINESS%20COMBINATION) This section details the acquisition of The Carlstar Group, including purchase consideration, goodwill allocation, and pro forma financial information - On February 29, 2024, Titan acquired **100% of The Carlstar Group** (now Titan Specialty) for a total purchase consideration of **$312.3 million**, net of cash acquired[30](index=30&type=chunk)[32](index=32&type=chunk) Carlstar Group Purchase Consideration (in thousands) | Component | Amount | | :------------------------------------------ | :----- | | Titan International, Inc. common stock | $168,693 | | Base cash consideration, net of cash acquired | $127,500 | | Additional cash consideration for excess net working capital acquired | $19,759 | | Other debt-like items | $(3,616) | | **Total purchase consideration, net of cash acquired** | **$312,336** | Goodwill Allocation by Segment (in thousands) | Segment | Carrying Value | | :------------------ | :------------- | | Agricultural | $4,844 | | Earthmoving/construction | — | | Consumer | $24,719 | | **Total** | **$29,563** | Unaudited Pro Forma Financial Information (Six months ended June 30, 2024, in thousands, except per share data) | Metric | Amount | | :---------------------- | :----------- | | Pro forma revenues | $1,116,197 | | Pro forma net income | $36,197 | | Net income per common share, basic | $0.50 | | Net income per common share, diluted | $0.49 | [3. ACCOUNTS RECEIVABLE, NET](index=14&type=section&id=3.%20ACCOUNTS%20RECEIVABLE,%20NET) This section provides a breakdown of accounts receivable, net of allowance for credit losses, and changes in the allowance Accounts Receivable, Net (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :---------------------- | :------------ | :---------------- | | Accounts receivable | $299,277 | $214,952 | | Allowance for credit losses | $(2,001) | $(3,232) | | **Accounts receivable, net** | **$297,276** | **$211,720** | Changes in Allowance for Credit Losses (in thousands) | Metric | 2025 | 2024 | | :---------------------------------------------- | :------ | :------ | | Balance at January 1, | $3,232 | $5,340 | | Provision charged to expense | $21 | $112 | | Recoveries of accounts receivable | — | $(743) | | Other, including foreign currency translation and acquisition related activity | $(1,252) | $2,261 | | **Balance at June 30,** | **$2,001** | **$6,970** | [4. INVENTORIES](index=14&type=section&id=4.%20INVENTORIES) This section details the composition of inventories, including raw material, work-in-process, and finished goods Inventories (in thousands) | Component | June 30, 2025 | December 31, 2024 | | :-------------- | :------------ | :---------------- | | Raw material | $111,958 | $103,616 | | Work-in-process | $49,775 | $41,898 | | Finished goods | $315,991 | $291,678 | | **Total** | **$477,724** | **$437,192** | [5. PROPERTY, PLANT AND EQUIPMENT, NET](index=14&type=section&id=5.%20PROPERTY,%20PLANT%20AND%20EQUIPMENT,%20NET) This section presents the net carrying amount of property, plant, and equipment, along with depreciation expense Property, Plant and Equipment, Net (in thousands) | Component | June 30, 2025 | December 31, 2024 | | :------------------------ | :------------ | :---------------- | | Land and improvements | $47,744 | $42,534 | | Buildings and improvements | $283,998 | $260,256 | | Machinery and equipment | $762,344 | $703,899 | | Tools, dies and molds | $121,306 | $118,569 | | Construction-in-process | $46,095 | $46,997 | | Less accumulated depreciation | $(809,586) | $(751,037) | | **Total, net** | **$451,901** | **$421,218** | - Depreciation expense was **$15.0 million** for Q2 2025 (vs. **$14.3 million** in Q2 2024) and **$29.1 million** for YTD 2025 (vs. **$25.9 million** in YTD 2024)[46](index=46&type=chunk) [6. INTANGIBLE ASSETS, NET](index=15&type=section&id=6.%20INTANGIBLE%20ASSETS,%20NET) This section provides details on intangible assets, including customer lists, trade names, and estimated amortization expense Intangible Assets, Net (in thousands) | Component | June 30, 2025 Net Carrying Amount | December 31, 2024 Net Carrying Amount | | :------------------------ | :-------------------------------- | :---------------------------------- | | Customer lists/relationships | $5,360 | $5,600 | | Trade names | $4,767 | $5,042 | | Other intangibles | $1,286 | $1,343 | | **Total** | **$11,413** | **$11,985** | - Amortization related to intangible assets was **$0.3 million** for Q2 2025 (vs. **$0.9 million** in Q2 2024) and **$0.6 million** for YTD 2025 (vs. **$1.1 million** in YTD 2024)[47](index=47&type=chunk) Estimated Aggregate Amortization Expense (in thousands) | Period | Amount | | :------------------------- | :----- | | July 1 - December 31, 2025 | $644 | | 2026 | $1,287 | | 2027 | $1,226 | | 2028 | $1,153 | | 2029 | $1,153 | | Thereafter | $5,950 | | **Total** | **$11,413** | [7. OTHER CURRENT LIABILITIES](index=16&type=section&id=7.%20OTHER%20CURRENT%20LIABILITIES) This section lists various other current liabilities, including compensation, warranty, and accrued taxes Other Current Liabilities (in thousands) | Component | June 30, 2025 | December 31, 2024 | | :------------------------ | :------------ | :---------------- | | Compensation and benefits | $54,348 | $47,735 | | Warranty | $13,296 | $12,571 | | Accrued insurance benefits | $18,814 | $20,218 | | Customer rebates and deposits | $14,226 | $15,004 | | Accrued other taxes | $11,793 | $12,142 | | Accrued interest | $5,614 | $5,646 | | Foreign government grant | $3,936 | $3,672 | | Other | $22,221 | $26,306 | | **Total** | **$144,248** | **$143,294** | [8. WARRANTY](index=16&type=section&id=8.%20WARRANTY) This section details changes in the company's warranty liability, including provisions and payments made Changes in Warranty Liability (in thousands) | Metric | 2025 | 2024 | | :---------------------------------------- | :------ | :------ | | Warranty liability at beginning of the period | $22,392 | $21,710 | | Provision for warranty liabilities | $6,397 | $9,751 | | Warranty payments made | $(5,017) | $(9,120) | | Other adjustments, including acquisition of Titan Specialty | — | $1,784 | | **Warranty liability at end of the period** | **$23,772** | **$24,125** | [9. DEBT](index=17&type=section&id=9.%20DEBT) This section provides information on the company's long-term debt, including senior secured notes, revolving credit facilities, and compliance with covenants Long-term Debt (in thousands) | Component | June 30, 2025 Net Carrying Amount | December 31, 2024 Net Carrying Amount | | :------------------------------ | :-------------------------------- | :---------------------------------- | | 7.00% senior secured notes due 2028 | $397,581 | $397,153 | | Revolving credit facility | $159,000 | $146,000 | | Titan Europe credit facilities | $19,157 | $15,199 | | Other debt | $9,929 | $7,093 | | **Total long-term debt** | **$565,872** | **$552,966** | Aggregate Principal Maturities of Debt (in thousands) | Period | Amount | | :------------------------- | :----- | | July 1 - December 31, 2025 | $13,125 | | 2026 | $10,389 | | 2027 | $2,129 | | 2028 | $559,602 | | 2029 | $597 | | Thereafter | $2,244 | | **Total** | **$588,086** | - The total amount available for borrowing under the revolving credit facility at June 30, 2025, was **$199.7 million**; after outstanding letters of credit (**$5.9 million**) and borrowings (**$159.0 million**), the net amount available was **$34.8 million**[59](index=59&type=chunk) - The Company was in compliance with all debt covenants under its revolving credit facility and senior secured notes indenture as of June 30, 2025[63](index=63&type=chunk) [10. LEASES](index=18&type=section&id=10.%20LEASES) This section presents supplemental balance sheet information related to operating and finance leases, including their maturities Supplemental Balance Sheet Information Related to Leases (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :---------------------------- | :------------ | :---------------- | | Operating lease ROU assets | $125,125 | $117,027 | | Total operating lease liabilities | $128,377 | $118,019 | | Finance lease, net | $3,478 | $2,359 | | Total finance lease liabilities | $3,649 | $2,469 | Maturities of Lease Liabilities at June 30, 2025 (in thousands) | Period | Operating Leases | Finance Leases | | :------------------------- | :--------------- | :------------- | | July 1 - December 31, 2025 | $12,345 | $909 | | 2026 | $21,293 | $1,475 | | 2027 | $18,591 | $1,032 | | 2028 | $16,666 | $508 | | 2029 | $15,721 | $123 | | Thereafter | $121,636 | $82 | | **Total lease payments** | **$206,252** | **$4,129** | [11. EMPLOYEE BENEFIT PLANS](index=21&type=section&id=11.%20EMPLOYEE%20BENEFIT%20PLANS) This section details contributions to pension plans and the net periodic pension cost - The Company contributed approximately **$0.2 million** to pension plans during the six months ended June 30, 2025, and expects to contribute **$0.1 million** for the remainder of 2025[70](index=70&type=chunk) Net Periodic Pension Cost (in thousands) | Component | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Service cost | $129 | $204 | $290 | $366 | | Interest cost | $936 | $951 | $1,881 | $1,903 | | Expected return on assets | $(1,385) | $(1,301) | $(2,714) | $(2,602) | | **Net periodic pension benefit** | **$(321)** | **$(92)** | **$(540)** | **$(227)** | [12. VARIABLE INTEREST ENTITIES](index=21&type=section&id=12.%20VARIABLE%20INTEREST%20ENTITIES) This section outlines the company's investments in variable interest entities and its maximum exposure to loss VIE Assets and Maximum Exposure to Loss (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :---------------------------- | :------------ | :---------------- | | Investments | $10,233 | $7,919 | | Total VIE assets | $10,233 | $7,919 | | Accounts payable to the non-consolidated VIEs | $1,656 | $2,646 | | **Maximum exposure to loss** | **$11,889** | **$10,565** | [13. ROYALTY EXPENSE](index=21&type=section&id=13.%20ROYALTY%20EXPENSE) This section reports total royalty expenses and details trademark license agreements - Total royalty expenses were **$2.4 million** for Q2 2025 (vs. **$2.3 million** in Q2 2024) and **$4.9 million** for YTD 2025 (vs. **$5.3 million** in YTD 2024)[73](index=73&type=chunk) - The Company has trademark license agreements with The Goodyear Tire & Rubber Company (expiring 2029 for farm/ATV, 2027 for truck tires) and Carlisle Companies, Inc. (expiring 2033)[73](index=73&type=chunk) [14. OTHER INCOME](index=22&type=section&id=14.%20OTHER%20INCOME) This section provides a breakdown of other income sources, including equity investment income and pension plan income Other Income (in thousands) | Component | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :---------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Gain on property insurance settlement | — | $1,913 | — | $1,913 | | Equity investment income | $230 | $241 | $404 | $568 | | Gain (loss) on sale of assets | $2 | $413 | $(38) | $388 | | Pension plan income | $526 | $405 | $1,053 | $810 | | Other income | $382 | $305 | $855 | $3 | | **Total** | **$1,140** | **$3,277** | **$2,274** | **$3,682** | [15. INCOME TAXES](index=22&type=section&id=15.%20INCOME%20TAXES) This section details income tax expense, effective tax rates, and the impact of tax law changes Income Tax Expense and Effective Tax Rate (in thousands) | Metric | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :---------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Income tax expense (in thousands) | $4,691 | $15,542 | $8,921 | $25,188 | | Effective income tax rate | 431.6% | 81.9% | 167.1% | 65.3% | - The effective tax rate differed from the U.S. Federal rate primarily due to foreign income tax rate differentials, valuation allowance on interest expense carryforward, and foreign inclusion items[77](index=77&type=chunk) - The Company does not anticipate a material impact from the OECD BEPS Pillar 2 global minimum tax rules and did not record any tax associated with Pillar 2 for the six months ended June 30, 2025[79](index=79&type=chunk) - The 'One, Big, Beautiful Bill Act' signed on July 4, 2025, contains significant tax law changes affecting depreciation, R&D, and interest expense, which the Company is currently evaluating for impact[80](index=80&type=chunk) [16. (LOSS) EARNINGS PER SHARE](index=23&type=section&id=16.%20(LOSS)%20EARNINGS%20PER%20SHARE) This section presents the net (loss) income attributable to Titan and the basic and diluted (loss) earnings per common share (Loss) Earnings Per Share (in thousands, except per share data) | Metric | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :---------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net (loss) income attributable to Titan | $(4,545) | $2,149 | $(5,194) | $11,350 | | Weighted average shares outstanding (basic) | 63,722 | 72,737 | 63,504 | 68,833 | | Weighted average shares outstanding (diluted) | 63,722 | 73,078 | 63,504 | 69,361 | | Basic (Loss) earnings per common share | $(0.07) | $0.03 | $(0.08) | $0.16 | | Diluted (Loss) earnings per common share | $(0.07) | $0.03 | $(0.08) | $0.16 | [17. LITIGATION](index=23&type=section&id=17.%20LITIGATION) This section addresses the company's involvement in legal proceedings and management's assessment of their financial impact - The Company is involved in routine legal proceedings but management believes no current proceedings, individually or in aggregate, will have a material effect on its financial position, results of operations, or cash flows[83](index=83&type=chunk) [18. SEGMENT INFORMATION](index=23&type=section&id=18.%20SEGMENT%20INFORMATION) This section provides financial data by reportable segment, including net sales and income from operations, for agricultural, earthmoving/construction, and consumer markets - Titan operates in three reportable segments: Agricultural, Earthmoving/Construction, and Consumer, based on customer markets; the CEO (CODM) uses segment gross profit and operating profit to assess performance and allocate resources[84](index=84&type=chunk)[86](index=86&type=chunk) Segment Net Sales (in thousands) | Segment | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :----------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Agricultural | $193,223 | $216,330 | $390,969 | $456,003 | | Earthmoving/Construction | $152,347 | $165,564 | $295,637 | $330,772 | | Consumer | $115,260 | $150,276 | $264,932 | $227,604 | | **Total Net Sales** | **$460,830** | **$532,170** | **$951,538** | **$1,014,379** | Segment Income from Operations (in thousands) | Segment | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :----------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Agricultural | $11,453 | $15,772 | $20,895 | $39,782 | | Earthmoving/Construction | $2,994 | $7,047 | $4,670 | $15,881 | | Consumer | $3,230 | $6,449 | $12,037 | $11,562 | | Corporate & Unallocated | $(7,517) | $(6,946) | $(15,643) | $(19,831) | | **Total Income from Operations** | **$10,160** | **$22,322** | **$21,959** | **$47,394** | [19. ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME](index=27&type=section&id=19.%20ACCUMULATED%20OTHER%20COMPREHENSIVE%20(LOSS)%20INCOME) This section details the components of accumulated other comprehensive (loss) income, including currency translation adjustments and derivative gains/losses Accumulated Other Comprehensive (Loss) Income (in thousands) | Component | Balance January 1, 2025 | Balance June 30, 2025 | | :-------------------------------------- | :---------------------- | :-------------------- | | Currency Translation Adjustments | $(289,678) | $(211,392) | | Gain (Loss) on Derivatives | $505 | $454 | | Unrecognized Losses and Prior Service Cost | $3,296 | $3,361 | | **Total** | **$(285,877)** | **$(207,577)** | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial condition, results of operations, and liquidity for the three and six months ended June 30, 2025, compared to the prior year; it covers key financial metrics, segment performance, market outlook, and capital resources, highlighting the impact of market demand, acquisitions, and foreign currency fluctuations [Acquisition of Carlstar Group (now also known as "Titan Specialty")](index=28&type=section&id=Acquisition%20of%20Carlstar%20Group%20(now%20also%20known%20as%20%22Titan%20Specialty%22)) This section discusses the acquisition of The Carlstar Group and its integration into the 'One Titan platform' - Titan acquired **100% of The Carlstar Group** (now Titan Specialty) on February 29, 2024, integrating its operations into the 'One Titan platform'[97](index=97&type=chunk)[32](index=32&type=chunk) Acquisition-Related Expenses (in thousands) | Period | Amount | | :------------------------- | :----- | | Three months ended June 30, 2024 | $0.0 | | Six months ended June 30, 2024 | $6.2 | [FORWARD-LOOKING STATEMENTS](index=28&type=section&id=FORWARD-LOOKING%20STATEMENTS) This section highlights that the report contains forward-looking statements subject to various risks and uncertainties - The report contains forward-looking statements subject to risks and uncertainties, including financial performance, market trends, capital expenditures, cost control, geopolitical uncertainties (Russia/Ukraine, Middle East), changes in laws/policies (tariffs), compliance with loan agreements, new products, acquisitions (especially Titan Specialty), and various other operational and economic factors[99](index=99&type=chunk)[100](index=100&type=chunk)[101](index=101&type=chunk)[103](index=103&type=chunk) [OVERVIEW](index=30&type=section&id=OVERVIEW) This section provides a general description of Titan's business as a global manufacturer and supplier of industrial products across key markets - Titan is a global manufacturer and supplier of wheels, tires, and undercarriage industrial products for agricultural, earthmoving/construction, and consumer markets[106](index=106&type=chunk) - Key brands include Goodyear Farm Tire, Titan Tire, Carlstar, Voltyre-Prom, ITP, Black Rock, and Unique[106](index=106&type=chunk)[107](index=107&type=chunk)[109](index=109&type=chunk) - Major customers include AGCO Corporation, Caterpillar Inc., CNH Global N.V., Deere & Company, Hitachi, Ltd., Kubota Corporation, Liebherr, and Volvo[111](index=111&type=chunk)[113](index=113&type=chunk) [MARKET CONDITIONS AND OUTLOOK](index=31&type=section&id=MARKET%20CONDITIONS%20AND%20OUTLOOK) This section analyzes current market conditions and future outlook for the agricultural, earthmoving/construction, and consumer segments - Agricultural market: Experiencing a significant slowdown in North America and Europe due to lower farm income, higher financing costs, and OEM inventory reduction; South America shows early signs of recovery; tariffs create uncertainty[114](index=114&type=chunk) - Earthmoving/Construction market: Slowdown in OEM demand, but expected to stabilize mid-to-long term due to mining capital budgets and forecasted GDP growth; mineral commodity prices are high[115](index=115&type=chunk) - Consumer market: Slowdown in the Americas, particularly impacted by tariffs in the Titan Specialty business; the Company is assessing evolving tariff situations and exploring mitigation strategies like re-sourcing products[116](index=116&type=chunk) [RESULTS OF OPERATIONS](index=32&type=section&id=RESULTS%20OF%20OPERATIONS) This section analyzes the company's financial performance, including net sales, gross profit, and various expenses, for the periods presented [Net Sales](index=32&type=section&id=Net%20Sales) This section analyzes the changes in net sales for the quarter and year-to-date periods, highlighting contributing factors Net Sales (in thousands) | Period | 2025 | 2024 | % Change | | :----- | :--- | :--- | :------- | | Q2 | $460,830 | $532,170 | (13.4)% | | YTD | $951,538 | $1,014,379 | (6.2)% | - Q2 2025 net sales decreased primarily due to reduced sales volumes in global agricultural and construction equipment, and a slowdown in Titan Specialty due to tariffs, partially offset by favorable price/product mix; foreign currency translation had a negative impact of **0.4%**[119](index=119&type=chunk) - YTD 2025 net sales decreased due to reduced sales in agricultural and earthmoving/construction segments (North America and Europe), partially offset by increased contributions from Titan Specialty acquisition and favorable price/product mix; foreign currency translation negatively impacted by **1.9%** (Brazilian real depreciation)[120](index=120&type=chunk) [Gross Profit](index=32&type=section&id=Gross%20Profit) This section examines the company's gross profit and margin performance, identifying factors influencing changes Gross Profit (in thousands) and Margin | Period | Gross Profit 2025 | Gross Profit 2024 | % Change | Gross Profit % 2025 | Gross Profit % 2024 | % Change | | :----- | :---------------- | :---------------- | :------- | :------------------ | :------------------ | :------- | | Q2 | $69,273 | $80,442 | (13.9)% | 15.0% | 15.1% | (0.7)% | | YTD | $137,917 | $157,812 | (12.6)% | 14.5% | 15.6% | (7.1)% | - Gross profit and margin decreased in Q2 and YTD 2025 primarily due to lower sales volumes, which reduced fixed cost absorption in North America and Europe; YTD also impacted by inflationary pressures on raw materials[121](index=121&type=chunk)[122](index=122&type=chunk) [Selling, General and Administrative Expenses](index=32&type=section&id=Selling,%20General%20and%20Administrative%20Expenses) This section analyzes changes in selling, general, and administrative expenses and their impact on net sales Selling, General and Administrative Expenses (in thousands) | Period | SG&A 2025 | SG&A 2024 | % Change | SG&A % of Net Sales 2025 | SG&A % of Net Sales 2024 | | :----- | :-------- | :-------- | :------- | :----------------------- | :----------------------- | | Q2 | $52,353 | $51,583 | 1.5% | 11.4% | 9.7% | | YTD | $102,208 | $91,003 | 12.3% | 10.7% | 9.0% | - Q2 2025 SG&A increased due to general inflationary cost impacts, including higher personnel-related costs[123](index=123&type=chunk) - YTD 2025 increase largely attributable to two additional months of SG&A from the Titan Specialty acquisition, including distribution center costs and higher depreciation/amortization[124](index=124&type=chunk) [Acquisition Related Expenses](index=34&type=section&id=Acquisition%20Related%20Expenses) This section details expenses incurred in relation to business acquisitions Acquisition Related Expenses (in thousands) | Period | 2025 | 2024 | % Change | | :----- | :--- | :--- | :------- | | Q2 | $0 | $0 | 0.0% | | YTD | $0 | $6,196 | (100.0)% | - Acquisition-related expenses for YTD 2024 were **$6.2 million**, associated with one-time transaction costs for the Titan Specialty acquisition, with no comparable expenses in 2025[127](index=127&type=chunk) [Research and Development Expenses](index=34&type=section&id=Research%20and%20Development%20Expenses) This section reports research and development expenses, reflecting ongoing initiatives for product improvement Research and Development Expenses (in thousands) | Period | R&D 2025 | R&D 2024 | % Change | R&D % of Net Sales 2025 | R&D % of Net Sales 2024 | | :----- | :------- | :------- | :------- | :---------------------- | :---------------------- | | Q2 | $4,341 | $4,218 | 2.9% | 0.9% | 0.8% | | YTD | $8,885 | $7,872 | 12.9% | 0.9% | 0.8% | - R&D spending reflects ongoing initiatives to improve product designs, innovation, and quality[128](index=128&type=chunk) [Royalty Expense](index=34&type=section&id=Royalty%20Expense) This section details royalty expenses associated with trademark license agreements Royalty Expense (in thousands) | Period | Royalty 2025 | Royalty 2024 | % Change | Royalty % of Net Sales 2025 | Royalty % of Net Sales 2024 | | :----- | :----------- | :----------- | :------- | :-------------------------- | :-------------------------- | | Q2 | $2,419 | $2,319 | 4.3% | 0.5% | 0.4% | | YTD | $4,865 | $5,347 | (9.0)% | 0.5% | 0.5% | - Royalty expenses are associated with trademark license agreements for Goodyear and Carlisle brands[129](index=129&type=chunk) [Income from Operations](index=34&type=section&id=Income%20from%20Operations) This section analyzes the company's income from operations, highlighting the impact of gross profit and other factors Income from Operations (in thousands) | Period | 2025 | 2024 | % Change | | :----- | :--- | :--- | :------- | | Q2 | $10,160 | $22,322 | (54.5)% | | YTD | $21,959 | $47,394 | (53.7)% | - The reduction in income from operations for both Q2 and YTD 2025 was primarily due to lower gross profit and other factors discussed[130](index=130&type=chunk)[131](index=131&type=chunk) [Interest Expense](index=34&type=section&id=Interest%20Expense) This section details interest expense, noting consistency in Q2 and an increase in YTD due to higher borrowing Interest Expense (in thousands) | Period | 2025 | 2024 | | :----- | :--- | :--- | | Q2 | $9,673 | $9,732 | | YTD | $19,208 | $18,099 | - Q2 2025 interest expense remained consistent with the prior year[132](index=132&type=chunk) - YTD 2025 interest expense increased primarily due to higher borrowing associated with the new credit facility for the Titan Specialty acquisition and share repurchases[133](index=133&type=chunk) [Interest Income](index=35&type=section&id=Interest%20Income) This section reports interest income, noting a decline in YTD 2025 due to reduced short-term financial investments Interest Income (in thousands) | Period | 2025 | 2024 | | :----- | :--- | :--- | | Q2 | $2,455 | $2,545 | | YTD | $4,694 | $5,420 | - Q2 2025 interest income was consistent with the prior year; YTD 2025 interest income declined primarily due to a reduction in short-term financial investments in Brazil and Argentina[134](index=134&type=chunk) [Foreign Exchange (Loss) Gain](index=35&type=section&id=Foreign%20Exchange%20(Loss)%20Gain) This section analyzes foreign exchange losses, primarily driven by unfavorable intercompany balance translation and currency fluctuations Foreign Exchange (Loss) Gain (in thousands) | Period | 2025 | 2024 | | :----- | :--- | :--- | | Q2 | $(2,995) | $462 | | YTD | $(4,380) | $187 | - Foreign exchange loss in Q2 and YTD 2025 was primarily driven by unfavorable translation of intercompany balances at foreign subsidiaries and adverse currency fluctuations, particularly in Brazil[136](index=136&type=chunk)[137](index=137&type=chunk) [Other Income](index=35&type=section&id=Other%20Income) This section reports other income, noting a decrease due to a prior-year property insurance settlement gain Other Income (in thousands) | Period | 2025 | 2024 | | :----- | :--- | :--- | | Q2 | $1,140 | $3,277 | | YTD | $2,274 | $3,682 | - Other income decreased in Q2 and YTD 2025 primarily due to a **$1.9 million** gain recognized in the prior year period from a property insurance settlement[138](index=138&type=chunk)[139](index=139&type=chunk) [Provision for Income Taxes](index=35&type=section&id=Provision%20for%20Income%20Taxes) This section details the provision for income taxes and effective tax rates, explaining the factors for their differences Provision for Income Taxes (in thousands) and Effective Tax Rate | Period | Tax Expense 2025 | Tax Expense 2024 | Effective Tax Rate 2025 | Effective Tax Rate 2024 | | :----- | :--------------- | :--------------- | :---------------------- | :---------------------- | | Q2 | $4,691 | $15,452 | 431.6% | 81.9% | | YTD | $8,921 | $25,188 | 167.1% | 65.3% | - The income tax expense and rates differed due to an overall decrease in pre-tax income, foreign income tax rate differentials, valuation allowance on interest expense carryforward, and foreign inclusion items[140](index=140&type=chunk)[141](index=141&type=chunk) [Net (Loss) Income and (Loss) Earnings per Share](index=35&type=section&id=Net%20(Loss)%20Income%20and%20(Loss)%20Earnings%20per%20Share) This section presents the net (loss) income and (loss) earnings per share, attributing changes to lower sales volumes and reduced gross profit Net (Loss) Income and (Loss) Earnings per Share | Period | Net (Loss) Income 2025 | Net Income 2024 | Basic EPS 2025 | Basic EPS 2024 | Diluted EPS 2025 | Diluted EPS 2024 | | :----- | :--------------------- | :-------------- | :------------- | :------------- | :--------------- | :--------------- | | Q2 | $(3,604) | $3,422 | $(0.07) | $0.03 | $(0.07) | $0.03 | | YTD | $(3,582) | $13,396 | $(0.08) | $0.16 | $(0.08) | $0.16 | - The change in net (loss) income and (loss) earnings per share for both Q2 and YTD 2025 was primarily attributable to lower sales volumes and reduced gross profit[142](index=142&type=chunk)[143](index=143&type=chunk) [SEGMENT INFORMATION](index=36&type=section&id=SEGMENT%20INFORMATION) This section provides a detailed analysis of the financial performance for each of the company's reportable segments [Segment Summary](index=36&type=section&id=Segment%20Summary) This section provides a consolidated overview of net sales, gross profit, and income from operations across all segments Segment Performance Summary (Q2 2025 vs Q2 2024, in thousands) | Segment | Net Sales 2025 | Net Sales 2024 | Gross Profit 2025 | Gross Profit 2024 | Income (Loss) from Operations 2025 | Income (Loss) from Operations 2024 | | :----------------------- | :------------- | :------------- | :---------------- | :---------------- | :--------------------------------- | :--------------------------------- | | Agricultural | $193,223 | $216,330 | $28,280 | $32,303 | $11,453 | $15,772 | | Earthmoving/Construction | $152,347 | $165,564 | $17,474 | $21,299 | $2,994 | $7,047 | | Consumer | $115,260 | $150,276 | $23,519 | $26,840 | $3,230 | $6,449 | | Corporate/Unallocated Expenses | — | — | — | — | $(7,517) | $(6,946) | | **Consolidated Totals** | **$460,830** | **$532,170** | **$69,273** | **$80,442** | **$10,160** | **$22,322** | Segment Performance Summary (YTD 2025 vs YTD 2024, in thousands) | Segment | Net Sales 2025 | Net Sales 2024 | Gross Profit 2025 | Gross Profit 2024 | Income (Loss) from Operations 2025 | Income (Loss) from Operations 2024 | | :----------------------- | :------------- | :------------- | :---------------- | :---------------- | :--------------------------------- | :--------------------------------- | | Agricultural | $390,969 | $456,003 | $52,767 | $72,922 | $20,895 | $39,782 | | Earthmoving/Construction | $295,637 | $330,772 | $32,367 | $44,276 | $4,670 | $15,881 | | Consumer | $264,932 | $227,604 | $52,783 | $40,614 | $12,037 | $11,562 | | Corporate/Unallocated Expenses | — | — | — | — | $(15,643) | $(19,831) |\ | **Consolidated Totals** | **$951,538** | **$1,014,379** | **$137,917** | **$157,812** | **$21,959** | **$47,394** | [Agricultural Segment Results](index=36&type=section&id=Agricultural%20Segment%20Results) This section analyzes the financial performance of the Agricultural segment, noting decreases in sales and profit due to reduced demand Agricultural Segment Performance (in thousands) | Metric | Q2 2025 | Q2 2024 | % Decrease | YTD 2025 | YTD 2024 | % Decrease | | :---------------------- | :------ | :------ | :--------- | :------- | :------- | :--------- | | Net sales | $193,223 | $216,330 | (10.7)% | $390,969 | $456,003 | (14.3)% | | Gross profit | $28,280 | $32,303 | (12.5)% | $52,767 | $72,922 | (27.6)% | | Income from operations | $11,453 | $15,772 | (27.4)% | $20,895 | $39,782 | (47.5)% | - Net sales and gross profit decreased due to reduced global demand for agricultural equipment, particularly in North America and Europe, driven by lower farm income, higher financing costs, and OEM inventory reduction; unfavorable foreign currency translation (Brazilian real, Turkish lira) also contributed to the decline[148](index=148&type=chunk)[149](index=149&type=chunk)[151](index=151&type=chunk)[152](index=152&type=chunk) [Earthmoving/Construction Segment Results](index=37&type=section&id=Earthmoving/Construction%20Segment%20Results) This section analyzes the financial performance of the Earthmoving/Construction segment, noting decreased sales and profit due to lower OEM demand Earthmoving/Construction Segment Performance (in thousands) | Metric | Q2 2025 | Q2 2024 | % Decrease | YTD 2025 | YTD 2024 | % Decrease | | :---------------------- | :------ | :------ | :--------- | :------- | :------- | :--------- | | Net sales | $152,347 | $165,564 | (8.0)% | $295,637 | $330,772 | (10.6)% | | Gross profit | $17,474 | $21,299 | (18.0)% | $32,367 | $44,276 | (26.9)% | | Income from operations | $2,994 | $7,047 | (57.5)% | $4,670 | $15,881 | (70.6)% | - Net sales and gross profit decreased due to lower sales volumes in North America and the undercarriage business, reflecting reduced demand from construction OEM customers; partially offset by favorable foreign currency translation (strengthening euro in Q2) and positive price/product mix[154](index=154&type=chunk)[155](index=155&type=chunk)[158](index=158&type=chunk)[159](index=159&type=chunk) [Consumer Segment Results](index=38&type=section&id=Consumer%20Segment%20Results) This section analyzes the financial performance of the Consumer segment, highlighting the impact of tariffs and the Titan Specialty acquisition Consumer Segment Performance (in thousands) | Metric | Q2 2025 | Q2 2024 | % Change | YTD 2025 | YTD 2024 | % Change | | :---------------------- | :------ | :------ | :------- | :------- | :------- | :------- | | Net sales | $115,260 | $150,276 | (23.3)% | $264,932 | $227,604 | 16.4% |\ | Gross profit | $23,519 | $26,840 | (12.4)% | $52,783 | $40,614 | 30.0% | | Income from operations | $3,230 | $6,449 | (49.9)% | $12,037 | $11,562 | 4.1% | - Q2 2025 net sales and gross profit decreased due to the impact of tariffs on the Titan Specialty business and lower sales volumes in the Americas region of the legacy Titan business[161](index=161&type=chunk)[162](index=162&type=chunk) - YTD 2025 net sales and gross profit increased primarily due to the inclusion of two additional months of sales from the Titan Specialty acquisition and its strong aftermarket presence, despite market softness[163](index=163&type=chunk)[164](index=164&type=chunk) [Corporate & Unallocated Expenses](index=39&type=section&id=Corporate%20%26%20Unallocated%20Expenses) This section details unallocated corporate expenses, explaining the drivers for quarterly and year-to-date changes - Unallocated corporate expenses were **$7.5 million** for Q2 2025 (vs. **$6.9 million** in Q2 2024) and **$15.6 million** for YTD 2025 (vs. **$19.8 million** in YTD 2024)[167](index=167&type=chunk) - The Q2 increase was driven by higher SG&A costs, particularly professional service fees for domestic system implementation; the YTD decrease was due to **$6.2 million** in non-recurring transaction-related costs for the Titan Specialty acquisition in Q1 2024[168](index=168&type=chunk) [LIQUIDITY AND CAPITAL RESOURCES](index=40&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) This section assesses the company's ability to generate and manage cash, covering cash flows, debt, and future liquidity outlook [Cash Flows](index=40&type=section&id=Cash%20Flows) This section provides an overview of cash flows from operating, investing, and financing activities [Operating Cash Flows](index=40&type=section&id=Operating%20Cash%20Flows) This section details cash flows from operating activities and the cash conversion cycle Cash Flows from Operating Activities (in thousands) | Metric | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Change | | :---------------------------------------- | :----------------------------- | :----------------------------- | :----- | | Net (loss) income | $(3,582) | $13,396 | $(16,978) | | Depreciation and amortization | $32,494 | $27,423 | $5,071 | | Accounts receivable | $(60,964) | $(8,437) | $(52,527) | | Inventories | $(13,172) | $34,764 | $(47,936) | | Accounts payable | $24,038 | $(2,930) | $26,968 | | **Net cash (used for) provided by operating activities** | **$(24,278)** | **$72,846** | **$(97,124)** | - Cash flows used for operating activities were **$24.3 million** in YTD 2025, a decrease of **$97.1 million** from YTD 2024, primarily due to lower net income and increased investment in working capital (accounts receivable up **$52.5 million**, inventory up **$47.9 million**, partially offset by accounts payable up **$27.0 million**)[170](index=170&type=chunk)[171](index=171&type=chunk) Cash Conversion Cycle (in days) | Metric | June 30, 2025 | December 31, 2024 | June 30, 2024 | | :---------------------- | :------------ | :---------------- | :------------ | | Days sales outstanding | 59 | 51 | 54 | | Days inventory outstanding | 116 | 123 | 97 | | Days payable outstanding | (64) | (62) | (53) | | **Cash conversion cycle** | **111** | **112** | **98** | - The cash conversion cycle increased by **13 days** from June 30, 2024, to June 30, 2025, mainly due to decreases in net sales and cost of sales, and increased days in inventory to support future demand[172](index=172&type=chunk) [Investing Cash Flows](index=41&type=section&id=Investing%20Cash%20Flows) This section details cash flows used for investing activities, including capital expenditures and acquisitions Cash Flows from Investing Activities (in thousands) | Metric | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Change | | :---------------------------------------- | :----------------------------- | :----------------------------- | :----- | | Capital expenditures | $(25,121) | $(34,199) | $9,078 |\ | Business acquisition, net of cash acquired | — | $(142,207) | $142,207 | | **Net cash used for investing activities** | **$(24,846)** | **$(171,272)** | **$146,426** | - Net cash outflow from investing activities decreased by **$146.4 million** in YTD 2025 compared to YTD 2024, primarily due to the Carlstar acquisition in February 2024 (**$143.6 million** cash consideration) not recurring; capital expenditures were lower in YTD 2025 (**$25.1 million** vs. **$34.2 million**) to manage cash given decreased product demand[174](index=174&type=chunk) [Financing Cash Flows](index=41&type=section&id=Financing%20Cash%20Flows) This section details cash flows from financing activities, including borrowings, debt repayments, and stock repurchases Cash Flows from Financing Activities (in thousands) | Metric | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Change | | :---------------------------------------- | :----------------------------- | :----------------------------- | :----- | | Proceeds from borrowings | $54,936 | $159,539 | $(104,603) | | Repayments of debt | $(37,956) | $(34,095) | $(3,861) | | Repurchase of common stock | — | $(7,762) | $7,762 | | **Net cash provided by financing activities** | **$16,906** | **$113,875** | **$(96,969)** | - Net cash provided by financing activities decreased by **$97.0 million** in YTD 2025 compared to YTD 2024[175](index=175&type=chunk) - YTD 2025 saw **$54.9 million** in borrowings (for working capital) offset by **$38.0 million** in debt repayments; YTD 2024 included **$147.0 million** in borrowings for the Titan Specialty acquisition and **$168.7 million** in common stock issuance for the acquisition[175](index=175&type=chunk)[176](index=176&type=chunk)[177](index=177&type=chunk) [Debt Restrictions](index=42&type=section&id=Debt%20Restrictions) This section outlines the various restrictions and covenants associated with the company's debt agreements - The Company's revolving credit facility and senior secured notes contain various restrictions, including maintaining a minimum fixed charge coverage ratio (if availability is low), limits on dividends/stock repurchases, restrictions on additional borrowings/mergers, and limits on investments/dispositions[179](index=179&type=chunk)[183](index=183&type=chunk) - Titan was in compliance with all debt covenants as of June 30, 2025[179](index=179&type=chunk) [Guarantor Financial Information](index=42&type=section&id=Guarantor%20Financial%20Information) This section provides summarized financial information for the subsidiaries guaranteeing the senior secured notes - The **7.00% senior secured notes due 2028** are fully and unconditionally guaranteed, jointly and severally, by **100% owned subsidiaries**: Titan Tire Corporation, Titan Tire Corporation of Bryan, Titan Tire Corporation of Freeport, and Titan Wheel Corporation of Illinois[180](index=180&type=chunk) Summarized Balance Sheets (Company and Guarantors, in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :---------------------------------------- | :------------ | :---------------- | | Current assets | $57,611 | $58,860 | | Property, plant, and equipment, net | $90,623 | $91,100 | | Intercompany accounts receivable from non-guarantor subsidiaries, net | $689,297 | $703,454 | | Current liabilities | $73,868 | $74,164 | | Long-term debt | $556,581 | $543,153 | Summarized Statement of Operations (Company and Guarantors, Six months ended June 30, 2025, in thousands) | Metric | Amount | | :------------------ | :----- | | Net sales | $232,389 | | Gross profit | $24,574 | | Loss from operations | $(10,462) | | Net loss | $(24,205) | [Liquidity Outlook](index=43&type=section&id=Liquidity%20Outlook) This section provides management's assessment of the company's future liquidity, including cash position, borrowing capacity, and capital expenditure forecasts - The Company does not anticipate significant liquidity constraints; as of June 30, 2025, cash and cash equivalents were **$184.7 million**, with **$168.8 million** held in foreign countries[186](index=186&type=chunk) - Net available borrowing under the **$225.0 million** revolving credit facility was **$34.8 million** at June 30, 2025[187](index=187&type=chunk) - Full-year capital expenditures are forecasted to be between **$50 million** and **$60 million**, primarily for facility enhancements, manufacturing capabilities, and new product development[188](index=188&type=chunk) - Cash and cash equivalents, internal cash flows, and global credit facilities are expected to provide sufficient liquidity for working capital, debt maturities, and capital expenditures; potential divestitures may also provide future liquidity[190](index=190&type=chunk) [CRITICAL ACCOUNTING ESTIMATES](index=43&type=section&id=CRITICAL%20ACCOUNTING%20ESTIMATES) This section confirms no material changes to the company's critical accounting estimates since the last annual report - There were no material changes in the Company's Critical Accounting Estimates since the filing of the 2024 Form 10-K[191](index=191&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=43&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section states that the Company's exposure to market risks, including foreign currency exchange rates, interest rates, and commodity price fluctuations, has not materially changed since December 31, 2024 - Titan is exposed to market risks from changes in foreign currency exchange rates, interest rates, and commodity price fluctuations[192](index=192&type=chunk) - The Company's exposure to market risk has not materially changed since December 31, 2024[192](index=192&type=chunk) [Item 4. Controls and Procedures](index=44&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details management's evaluation of the Company's disclosure controls and procedures, concluding their effectiveness, and confirms no material changes in internal control over financial reporting during the second quarter of

Company Overview - Titan International, Inc. is a leading global manufacturer of off-highway wheels, tires, assemblies, and undercarriage products [3] - The company is headquartered in West Chicago, Illinois, and produces a broad range of products for original equipment manufacturers (OEMs) and aftermarket customers in agricultural, earthmoving/construction, and consumer markets [3] Upcoming Financial Results - Titan International will release its second quarter 2025 financial results before the market opens on Thursday, July 31, 2025 [1] - A teleconference and webcast will follow the financial results announcement on the same day at 9:00 a.m. Eastern Time [1] Access Information - The real-time, listen-only webcast can be accessed via a specific link or through the company's Investor Relations page [2] - Participants wishing to join the teleconference can dial a toll-free number in the United States or access global numbers for other locations [2]

Titan International (TWI) Conference Summary Company Overview - Titan International is a leading manufacturer of wheels, tires, and steel tracks for off-road equipment in agriculture, construction, and consumer industries [2][3] - The company has a global presence with manufacturing facilities in North America, South America, and Europe [3] Core Differentiators - Titan focuses exclusively on off-road products, allowing for specialized design and better customer connection compared to competitors who may be part of larger conglomerates [5][6] - The company emphasizes the importance of its products, which are custom-designed and not easily replaceable due to significant investment in tooling and engineering [6][7] Impact of Tariffs - Long-term, tariffs are viewed positively for Titan as they create a level playing field against foreign competition [9][10] - Titan has manufacturing facilities in the U.S. and China, allowing flexibility in production locations to optimize costs [11][12] Q2 Performance Expectations - Q2 is expected to meet internal expectations for key metrics such as top line, gross margins, and EBITDA despite market uncertainties [14] - Adjusted EPS is anticipated to align with high rates seen in Q1 due to tax implications from profit distribution [15] Agricultural Cycle Insights - The agricultural cycle is nearing a bottom, with dealers expressing concerns over high interest rates impacting inventory management [16][17] - Some customers are beginning to express a need to rebuild inventory, indicating a potential shift in the cycle [19] Earthmoving and Consumer Segments - Titan has diversified into earthmoving and consumer segments, with a focus on aftermarket sales, particularly in mining and construction [22][27] - The company owns a foundry in Spain, allowing for customized aftermarket parts for mining equipment [26] Goodyear Brand License Renewal - Titan renewed its brand license with Goodyear, expanding into new segments such as light construction and industrial applications [31][33] - The Goodyear brand provides a strong market entry point due to its global recognition [33] Karlstar Acquisition - The acquisition of Karlstar has broadened Titan's product portfolio and enhanced market share opportunities [34][36] - The integration has met expectations, with synergies in cost and commercial operations being realized [37] Aftermarket Business Growth - The aftermarket segment has grown to represent 45% of sales, providing better margins and a direct connection to end users [54][55] - Continuous investment in aftermarket capabilities is seen as crucial for driving innovation and customer support [55][56] Capital Allocation Strategy - Current capital allocation priorities include paying down debt incurred from the Karlstar acquisition and preparing for future opportunities [60][61] South American Market Insights - The South American market, particularly Brazil, is viewed as significant but often misunderstood due to currency fluctuations [62][63] - The Brazilian agriculture economy is crucial to the global landscape, and Titan has seen business growth in this region since 2011 [63][64] Final Thoughts - Titan believes it is well-positioned for recovery following current market challenges, with significant upside potential once conditions improve [69]

Titan International (TWI) Conference Summary Company Overview - Titan International manufactures wheels, tires, and steel tracks for off-road equipment used in agriculture, construction, earth moving, and utility vehicles [3][4] - The company operates over 20 manufacturing locations globally, with a significant presence in the US, Latin America, Europe, and China [4] Key Points US Manufacturing Advantages and Challenges - Titan's primary manufacturing base is in the US, with eight large plants, which allows for proximity to customers [5][6] - Challenges include competition from low-cost manufacturing countries and the need for a level playing field in global trade [7][9] - Titan has successfully defended its position in front of the International Trade Commission (ITC) three times, indicating the unfairness of global competition [9][10] Tariffs and Their Impact - Tariffs are viewed as potentially beneficial for Titan, as they may create a more level playing field [13][14] - The management believes that tariffs will lead to risk mitigation in supply chains, enhancing Titan's competitive position [15][16] - Short-term chaos due to tariffs is acknowledged, but the company is adapting its business strategy accordingly [17][19] Market Segments and Demand Drivers - Agriculture is currently in a downturn, but signs indicate a potential turnaround as farmer incomes stabilize and equipment needs updating [21][22][25] - The construction market is experiencing a pause due to geopolitical and tariff-related uncertainties, but the need for infrastructure development remains [28][29] - The aftermarket business is becoming increasingly important, as equipment usage continues despite OEM market fluctuations [29][30] Customer Base and OEM Relationships - Titan's largest customer is John Deere, with a diverse range of other OEMs in agriculture and construction [32][33] - The company is focusing on strengthening its aftermarket connections and providing a comprehensive product portfolio to meet customer needs [34][35] Innovation and Product Development - Titan emphasizes innovation to enhance equipment performance, with recent developments like LSW and VPO technologies [38][41] - The company aims to improve ROI for customers by developing products that enhance efficiency and reduce downtime [41][43] Recent Acquisition - Titan acquired Carlstar, which has diversified its offerings and expanded its market reach into high-speed trailers and outdoor power equipment [47][48] - The integration of Carlstar is progressing well, with both companies benefiting from shared resources and distribution channels [51][53] Capital Allocation Strategy - The company plans to focus on funding innovation, paying down debt, and exploring joint ventures for geographical and product expansion [54][56] - Stock buybacks were executed as part of a positive capital allocation strategy [54] Future Outlook - Titan is excited about continuing to innovate and produce high-quality products that meet customer needs [57][59] - The company aims to maintain its energized workforce and drive momentum in its operations [59][60]

Financial Data and Key Metrics Changes - Revenues for Q1 2025 were $491 million, with adjusted EBITDA of $31 million, marking a sequential improvement from Q4 2024 [22] - Gross margin increased to 14% in Q1 2025 from 10.7% in Q4 2024, indicating positive leverage from increased sales [22] - SG&A expenses for Q1 2025 were $49.9 million, or 10% of sales, compared to $39 million, or 8% of sales, in the prior year [23] Business Line Data and Key Metrics Changes - Agricultural segment gross margins were 12.4%, EMC was 10.4%, and consumer gross margins were 19.6%, with the consumer segment continuing to be the most profitable [23] - Overall agriculture orders remained muted, but there was positive OEM activity in the U.S. despite a key customer experiencing a drop in orders [10][11] Market Data and Key Metrics Changes - In Brazil, business has strengthened since Q4 2024, benefiting from the U.S. trade standoff as Brazilian farmers increase exports to China [12] - European business has been impacted by the situation in Ukraine, but investments in Turkey are expected to improve overall European wheel capacity [13] Company Strategy and Development Direction - The company is focused on internal growth initiatives, including new product development and driving revenue synergies among segments [18] - Expansion of Goodyear licensing rights into new product segments is expected to enhance market presence and sales [20] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in navigating the current volatility and emphasized the importance of a diversified global business model [6][7] - The company anticipates that the tariffs applied globally will benefit them in the long term, despite short-term uncertainties [7][21] Other Important Information - The company plans to curtail capital investments in 2025 while focusing on key investments that drive growth strategy [26] - Net debt at the end of the quarter was $411 million, or 3.8 times trailing twelve-month adjusted EBITDA [26] Q&A Session Summary Question: How does Titan source rubber and manage costs? - Titan primarily sources rubber from West Africa and has solid contracts in place, minimizing the impact of tariffs [31][32] Question: What is the outlook for the global agricultural market? - Management noted that Brazil is showing strength, with increased demand for grains, while the U.S. market is currently facing challenges [38][39] Question: How does Titan plan to benefit from the current market environment? - Titan is positioned to gain market share as customers seek domestic sourcing options amid trade uncertainties [78][79] Question: What is the sentiment among farmers regarding the current market? - Management indicated that while farmer sentiment has decreased, it does not directly correlate with equipment purchases, and overall farmer income remains stable [84][85] Question: What are the potential new verticals for Titan? - The company is exploring military options and sees potential in non-regulated off-road applications, while focusing on high complexity production [90][91]