SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             December 1, 2009
 Kent W. Hackamack Vice President of Finance and Treasurer Titan International, Inc. 2701 Spruce Street Quincy, Illinois 62301
 RE: Titan International, Inc.
Form 10-K for the Year Ended December 31, 2008
Forms 10-Q for the Periods Ended March 31, 2009, June 30, 2009 and
September 30, 2009 Definitive Proxy Statement on Schedule 14A filed March 30, 2009
File No. 1-12936

Dear Mr. Hackamack:
   We have reviewed your filing and have the following comments.  We have limited our review of your filing to the matters  listed below.  If you disagree with a comment, we will consider
your explanation as to why our comment is inappli cable or a revision is unn ecessary.  Please be as
detailed as necessary in your expl anation.  In some of our comments,  we may ask you to provide us
with information so we may better understand your disclosure.  After revi ewing this information,
we may or may not raise additional comments.   Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to  enhance the overall disclo sure in your filings.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or on any other aspect of our review.  Feel free to call us at the telephone
numbers listed at the end of this letter.
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

 Item 1. Business, page 1

 1. Item 101(a) of Regulation S-K requires a ge neral description of how your business has
developed during the last five fiscal years, including, but not  limited to, information about
the year and form of organizati on as well as the nature and re sults of any material merger,
consolidation or acquisition of, or by, a registrant  or any of its signifi cant subsidiaries.  In
future filings, please consider providing a brief narrative of your corporate history in the
introductory paragraph of your business disclosu re, which should also highlight material

Mr. Kent W. Hackamack
December 1, 2009 Page 2
business developments (for example we note disclosure about the OTR tire assets of
Continental Tire North Ameri ca, Inc., and The Goodyear North American farm tire asset
acquisition).
 2. On page 3, you identify the U.S. Government as one of your core long-term customers.  If a
material portion of your business may be subject to renegotiation of prof its or termination of
contracts or subcontracts at the election of the U.S. Gove rnment, please revise your
disclosure in future filings to include info rmation required to be disclosed in accordance
with Item 101(c)(1)(ix) of Regulation S-K, to th e extent that such information is material.
 Patents, Trademarks and Royalties, page 7

3. Please file the license agreement with The G oodyear Tire & Rubber Company as an exhibit
with your next annual report.
 Research, Development and Engineering, page 7

 4. We note that your disclosure lacks informa tion about the estimated amount spent during
each of the last three fiscal years on company- sponsored research and development activities
determined in accordance with generally a ccepted accounting principles.  To the extent
material, in future filings please revise your di sclosure to comply with Item 101(c)(1)(xi) of
Regulation S-K.

Export Sales, page 8

5. Please note that disclosure provided in the la st two paragraphs represents risk factor
disclosure which is more appropriate for the ri sk factor section of your annual report.  Please
revise your future filings accordingly.
 Item 1a - Risk Factors, page 10

 6. Please note that Item 503(c) of Regulation S-K requires that each risk  factor is set forth
under a subcaption that adequate ly describes the risk.  Risk  factor disclosure should
concisely, but adequately describe currently material risks affecting your business.  For
example, it is unclear how changes in governme nt regulations and polic ies related to farm
and ethanol subsidies would affect your business, or what drives the pr oduct liability claims
and what the extent of such risk may be.  In future filings, please re organize your risk factor
disclosure to include subcap tions and further expand the content of your risk factor
disclosure to clearly communicat e to the investors how the enumerated risks may affect your
business.
 7. In future filings, please expand your risk factor disclosure to capture a ll material risks that
the company faces because of current market conditions and predicted volatility.  Please
avoid overly broad and boilerplate disclosure an d provide more specific information to focus
on actual risks, including, but not limited to:

Mr. Kent W. Hackamack
December 1, 2009 Page 3
a) providing qualitative and quantitative inform ation to alert investors about how the
market downturn in the construction indus try, and the worldwide recession and the
economic crisis in general, have affected  and may affect your business and financial
performance (we note your re sults of operations for the quarter ended September 30,
2009, which reflected a loss from operations of  $(15.8) million, compared to income from operations of $21.3 million for the same period in 2008);
b) the impact that the extended shut-downs implemented by the company’s major
customers have had on your operating re sults, and the likelihood of future
interruptions of your producti on facilities (see disclosure  in the second to last
paragraph on page 19 of your latest quarterly report);
c) the effect that the decrease in the fair value of Titan Europe Plc may have on your
business considering the recording of a $37.7 million temporary impairment charge at the end of 2008  (we note your disc losure in Note 7, page F-13); and
d) the effect that the fluctu ation of the pension costs may have on your financial
position (we note disclosure at the end of page 34 regarding your defined pensions
plans being underfunded by $28.7 million).

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

 Agricultural Market Outlook, page 33

 8. Please tell us what consideration have you gi ven to filing the supply agreement with John
Deere as an exhibit to  the annual report.
 Exhibit Index, page 41

 General

 9. With respect to all of your material business acquisitions and related arrangements, please
file all acquisition and similar agreements as e xhibits to your next annual report.  See Item
601(b)(2) of Regulation S-K.  We  note, as examples, the acquisi tion of OTR tire assets from
Continental Tire North Ameri ca, Inc. and The Goodyear North American farm tire asset
acquisition.
 10. Please file all employment agreements with your named executive officers as exhibits to
your next annual report.  We note disclosure  starting on page 13 of  your 2008 definitive
proxy statement.

11. It appears that you have not f iled the final executed version of the Amended and Restated
Credit Agreement dated January 30, 2009 (Exhibit 10.10).  We also note that you have not
filed the exhibits and schedules to this agr eement. Please file the complete copy of this
agreement with your next periodic report and ensure that you file  the final version of all of
your material documents and agreements.

Mr. Kent W. Hackamack
December 1, 2009 Page 4  Financial Statements

 31. Subsidiary Guarantor Fina ncial Information, page F-30

 12. Your December 31, 2008 and 2007 consolidating c ondensed balance sheets reflect material
intercompany receivables and intercompany paya bles.  Please tell us the nature of your
intercompany accounts as presented on pages F- 31 and F-32.  Please te ll us where you are
classifying the changes in intercompany r eceivables/payables in your consolidating
condensed statements of cash flows.  The guidance in paragraphs 18 and 136 of SFAS 95
regarding the classificati on of intercompany advances may be relevant.

FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 2009

 General

 13. Please address the comments above in your interim filings as well.

Financial Statements

 5. Investment In Titan Europe PLC, page 7

14. In Note 7 on page F-13 of your Form 10-K for the year ended December 31, 2008, you
indicated that in January 2009 you purchased additional shares of Titan Europe Plc,
resulting in a 23% interest.  You disclosed that due to your higher ownership interest, you
would account for your interest in Titan Europe  Plc as an equity method investment.  In
Note 5 of your third quarter Form 10-Q, you di sclosed that the equity method of accounting
is not appropriate because of your inability to obtain the needed quarterly financial
information from Titan Europe Plc.  You al so concluded that your investment in Titan
Europe Plc will continue to be accounted for as an available-for-sale security.  Please tell us
how you determined that you do not have the abil ity to exercise significant influence over
the operating and financial policies of Titan Eu rope Plc.  Given that Maurice M. Taylor,
Chairman and CEO of Titan Intern ational, Inc. is also the Ch airman of Titan Europe Plc,
please tell us what consideration you gave  to ASC 323-10-15-6 in determining whether you
have significant influence over Titan Europe Plc.  Please provide us with a comprehensive
analysis.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Critical Accounting Estimates

 Impairment of Goodwill, page 20

 15. To the extent that any of your reporting units  have estimated fair values that are not
substantially in excess of their carrying va lue and to the extent that goodwill for these

Mr. Kent W. Hackamack
December 1, 2009 Page 5
reporting units, in the aggregat e or individually, could materi ally impact your operating
results, please provide the following disc losures for each of these reporting units:
• Identify the reporting unit;
• The percentage by which fair value exceeds the carrying value as of the most-recent
step-one test;
• The amount of goodwill;
• A description of the assumptions that  drive the estimated fair value;
• A discussion of the uncertainty associated  with the key assumptions.  For example,
assuming you use a discounted cash flow model,  to the extent that you have included
assumptions in your discounted cash flow m odel that materially deviates from your
historical results, please include a discussion of these assumptions; and
• A discussion of any potential events and/or circumstances that could have a negative
effect on the estimated fair value.
If you have determined that the estimated fair  value substantially exceeds the carrying value
for all of your reporting units, please disclose th is determination in future filings.  Please
refer to Item 303 of Regulation S-K and Sec tions 216 and 501.14 of the Financial Reporting
Codification for guidance.  Please provide us supplementally with the disclosures you intend
to include in future filings.

DEFINITIVE PROXY STATEMENT ON SC HEDULE 14A FILED ON MARCH 30, 2009

Compensation Discussion & Analysis, page 11
 16. Your CD&A should provide a more detailed analysis of how the compensation committee
made its decisions regarding compensation pa id to executives in 2008.  We understand your
disclosure that the committee’s philosophy is to use its experience and judgment to evaluate
and determine the company’s executive compensation packages rather than a formula.  However, CD&A should clearly explain how the qualitative items that the committee
considered translated in to objective pay dete rminations.  Please amend your Form 10-K to
enhance your discussion signifi cantly and to respond to the specific comments we have
below.
 17. Under the subheading “Objective,” you discu ss the production of Tita n’s new super giant
radial off-the-road tire, sales for 2008 and stoc k performance over the past five years.  You
have not discussed whether or how the committ ee considered these items in determining any
element of compensation.  We note that thes e items are not specifically discussed with
respect to salary or cash bonus.  Further, it is not clear how  these items relate to the
objectives of the company’s compensation progra m.  Please clarify what role these items
played in the committee’s pay determinations for 2008.
 Base Salary, page 12

 18. You disclose that the compensation comm ittee considers, among other factors, the
competitive marketplace conditions in setting base  salaries for the named executive officers.
Since the committee does not use the services of  a compensation consultant, please disclose

Mr. Kent W. Hackamack
December 1, 2009 Page 6
what type of data the committ ee reviews and takes into consideration to help it assess the
marketplace for executive talent, and how su ch information influences the committee’s
decisions.  Similarly, it is unclear how the committee evaluated “current performance” and whether this was the company’s performance, the executive’s performance, or both in
determining the amount of salary paid.  For ex ample, it is unclear why Mr. Hackamack and
Ms. Holley received a $15,000 increase in the base salary.
 Cash Bonus, page 12

 19. Your disclosure about how the committee arrived at the bonus amounts for the named
executive officers is overly broad and generic and provides no analysis as to the factors
considered by the committee in arriving at th ese payouts.  The disclo sure that there is no
pre-established plan or formula for determ ining the bonus amount also appears to be
inconsistent with section 3 of each of Mr. Taylor’s, Mr. Hackamack’s and Ms. Holley’s
employment agreements, which provides that the bonus will be based on specified criteria
and that the Board will establish the bonus and performance standards at the beginning of
each year.  In accordance with Item 402(b)(1)(v ), Items 402(b)(2)(v) and (vii) of Regulation
S-K, your disclosure should discuss in reasonable detail how the amount for each element of compensation is determined, and how the sp ecific items of corporate and individual
performance influence the compensation committ ee’s decisions in arriving at specific
compensation amounts.  Please provide quantit ative and qualitative disclosure of each
material factor considered by the compensa tion committee in setting these bonus amounts,
and avoid overly broad and boilerplate disclosure.
 20. We note that the board requested a two-y ear extension of Mr. Taylor’s employment
agreement in 2008 and paid a $375,000 inst allment on a $750,000 extension bonus in 2008,
with the remainder due in 2009.  We note that Mr. Taylor’s employment agreement provides
for automatic annual extensions of the agreem ent in the absence of  a termination notice
having been given by either party.  The agr eement does not condition the extensions on
extension bonuses.  Therefore, please revise  your disclosure to explain how and why you
determined to award an extens ion bonus in the amount paid.
 CEO Employment Agreement, page 13

 21. The use of the term “contractual obligation” is unclear with respect to the benefits afforded
to the CEO in the event of his retirement.  Please revise to enhance the clarity of your
disclosure regarding these cont ractual arrangements, including  CEO’s right to “elect his
contractual rights” and how the payments  under the contractual obligation will be
determined.  Please also clarify whether thes e are the supplemental retirement benefits
provided for in section 11 of Mr. Taylor’s em ployment agreement, and describe the material
terms of those benefits here or under “Retirement or Voluntary Termination of
Employment.”  Please also comply with th is comment with respect to the other named
executive officers’ contractua l obligations and supplemental retirement benefits (we note
similar p