SecProbe.io

May 15 , 2013

Via E -mail
Mr. Paul G. Reitz
Chief Financial  Officer
Titan International, Inc.
2701 Spruce Street
Quincy, IL  62301

RE: Titan International, Inc.
Form 10 -K for the Year ended December 31, 2012
Filed February 27, 2013
  Form 10 -Q for the Quarter ended March 31, 2013
  Filed April 24, 2013
  Definitive Proxy Statement on Schedule 14A
  Filed April 5, 2013
  File No. 1-12936

Dear Mr. Reitz :

We have reviewed your filing s 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 this letter within ten business days by providing the requested
information or by advisin g us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the Year Ended December 31, 2012

Item 1 – Business, page 3

Order Backlog, page 9

1. In future filings, please disclose the amounts of backlog for each segment as of the balance
sheet date and as of a comparable  date in the preceding fiscal year.   Please also disclose more
precisely the portion of backlog not reasonably expected to be filled within the current fiscal
year.  Refer to Item 101(c)(1)(viii) of Regulation S -K.  Please show us supplementally what
the revised disclosure will look like.

Mr. Paul G. Reitz
Titan International, Inc.
May 15 , 2013
Page 2

 Item 15 – Exhibits and Financial Statement Schedules, page 43

Exhibit 10.10 Second Amended and Restated Credit Agreement, page 45

2. Refer to comments 11 and three in our letters dated December 1, 2009 and February 24,
2010, respectively.  We note that other than Schedule 1.1(a), you have not filed the rest of the
schedules and exhibits to the second amended and restated credit agreement.  As indicated in
our prior comment 11, please file a complete copy of this agreemen t, including all of the
schedules and exhibits, with your next Exchange Act report.

Form 10 -Q for the Quarter Ended March 31, 2013

Consolidated Condensed Statements of Comprehensive Income, page 2

3. Please revise future filings to include the disclosures regarding changes in and
reclassifications from accumulated other comprehensive income as required by ASC 220 -10-
45-14A, 220 -10-45-17B and ASC 270 -10-50-1r.  Also refer to ASC 220 -10-55-15, ASC 220 -
10-55-17B and ASC 220 -10-55-17E for additional information .  Please show us in your
supplemental response what your proposed disclosures will look like.

Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 17

Cash Bonus, page 20

4. Refer to comment 19 in our letter dated December  1, 2009.  Your disclosure continues to
provide no insight into the compensation committee’s decision making process in
determining the 2012 bonus amounts for each named executive officer.  In this regard, we
note that you continue to broadly refer to Mr. Taylor’s bonus being based among other things
“on the financial results in 2012” and the “roles [that] these executives played in the 2012
financial results and the Planet Group and Titan Europe acquisitions,” without identifying the
specific elements of c orporate performance, as well as individual performance which the
committee took in consideration at arriving at specific compensation amounts.
Supplementally, please provide us with this disclosure for year 2012 and revise your future
filings accordingly .

Stock Awards, page 21

5. With a view towards future disclosure, please tell us how the compensation committee
determined the amounts of the 2012 stock awards.

Mr. Paul G. Reitz
Titan International, Inc.
May 15 , 2013
Page 3

 CEO Employment Agreement, page 22

6. We note your disclosure related to the special performance  cash award and related “All Other
Compensation” disclosure in the summary compensation table.  Please tell us and in future
filings disclose for which four year period the CEO exercised this award.  In this regard, we
note the provisions of Section 3 of h is employment agreement.  In addition, since this is a
performance related award, please explain to us how you determined to disclose it as “All
Other Compensation.”  We may have additional comments following the review of your
response.

Potential Payment s on Change of Control, page 24

7. Refer to disclosure at the end of page 24.  In future filings please enhance your disclosure
related to the circumstances under which an executive may terminate his employment
agreement due to a change in control of the com pany.  In this regard we note the provisions
of Section 7.3 of Mr. Taylor’s employment agreement.

8. We note that you disclose “Employment agreement obligations due in
retirement/termination” here and under the “Retirement or Voluntary/Involuntary
Termina tion of Employment” disclosure on page 25.  To better understand what type of
payments the executives will receive in connection with a change in control event only, with
a view towards future disclosure, please provide us with a break -down of the employme nt
agreement obligations due only in the event of a change in control related termination.

Pension Benefits, page 28

9. On page 23 you disclose that in 2012 Mr. Hackamack and Ms. Holley elected to take the
funded retirement benefits prior to retirement.  With a view towards future disclosure, please
tell us how these executives’ election impacted your disclosure obligations pursuant to Item
402(h) of Regulation S -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosu re
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosu re, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy o f the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

Mr. Paul G. Reitz
Titan International, Inc.
May 15 , 2013
Page 4

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Sherry Haywood , Staff Attorney, at (202) 551 -3345 or, in her  absence,
Era Anagnosti , Staff Attorney, at (202) 551 -3369  if you have any questions regarding legal or
disclosure matters.  Please contact Jeffrey Gordon, Staff Accountant, at (202) 551 -3866 or, in his
absence, me at (202) 551 -3769  if you have question s regarding comments on the financial
statements and related matters.

 Sincerely,

 /s/ Rufus Decker

 Rufus Decker
 Accounting Branch Chief