SecProbe.io

Mail Stop 3561

January 26, 2017

Titan Machinery Inc .
Mark Kalvoda
Chief Financial Officer
644 East Beaton Drive
West Fargo, North Dakota 58078 -2648

Re: Titan Machinery Inc.
 Form 10-K for the Fiscal Year Ended January 3 1, 2016
Filed April 13 , 2016
File No. 1-33866

Dear Mr. Kalvoda :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tel l us why in your response.

After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Key Financial Metrics, page 31

1. We note your disclosure that EBITDA is commonly regarded as an indirect measure of
operating cash flow, and that Adjusted EBIDTA should be evaluated in addition to, and
not considered a substitute for, or superior to, the GAAP measure of operating cash flow.
Accordingly, it appears that you use Adjusted EBITDA as a liquidity measure.  As such,
please provide a reconciliation of Adjusted EBITDA to cash flow s provided by operating
activities in accordance with Item 1 0(e)(1)(i)(B) of Regulation S -K.  In addition, Item
10(e)(1)(ii) (A) of Regulation S -K prohibits the exclusion of charges or liabilities that
required, or will require, cash settlement from non -GAAP liquidity measures.  Since
realignment / store closing cos ts include charges that require cash settlement, please

Mark Kalvoda
Titan Machinery Inc
January 26, 2017
Page 2

 explain to us why you believe presentation of Adjusted EBITDA complies with Item
10(e) of Regulation S -K.

Item 8.  Financial Statements and Supplementary Data

Note 1 – Business Activity and Sig nificant Accounting Policies

Inventories, page 60

2. We note your disclosure that work in process is valued at the retail rates of labor incurred
and parts inventories used on service work in process at year end.  Please tell us why your
policy complies with ASC 330 -10-30.

Note 6 –Floorplan Payable/Lines of Credit

Wells Fargo Credit Agreement – Operating and Floorplan Payable Lines of Credit, page 71

3. We note your disclosure in the second paragraph that the credit agreement restricts your
ability to pay dividends.  Please describe the most significant restrictions on the payment
of dividends, their pertinent provisions, and the amount of net income or retained
earnings restricted or free from restriction.  Please refer to Rule 4 -08(e)(1) of Regulation
S-X.

     We remind you that the company and its ma nagement are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Ta Tanisha Meadows, Staff Accountant, at (202) 551 -3322 or me at
(202) 551 -3344  with any other questions.

Sincerely,

/s William H. Thompson

William H. Thompson
Accounting Branch Chief
Office of Consumer Products

cc: Tyler Nelson, Controller