##### Table of Contents



As
filed with the Securities and Exchange Commission on June 28, 2011
 Registration No. 333-170296
 
   UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 AMENDMENT NO. 2TO
 
 FORM S-4
 REGISTRATION STATEMENT
 Under the Securities Act of 1933
 
 TITAN INTERNATIONAL, INC.
 (Exact name of registrant as specified in its charter)
 
 Illinois
    
    3312
    
    36-3228472(State or other jurisdiction of
    
    (Primary Standard Industrial
    
    (I.R.S. Employerincorporation or organization)
    
    Classification Code Number)
    
    Identification No.)
 2701 Spruce Street
Quincy, IL 62301
(217) 228-6011
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
 
 Cheri T. Holley
Vice President and General Counsel
2701 Spruce Street
Quincy, IL 62301
(217) 228-6011
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 Copies to:
 Barbara A. Bowman
    
    Lisa L. JacobsBodman LLP
    
    Shearman & Sterling LLP6thFloor at Ford Field
    
    599 Lexington Avenue1901 St. Antoine Street
    
    New York, New York 10022Detroit, MI 48226
    
    (212) 848-4000(313) 259-7777
 Primary StandardJurisdiction of
    
    Industrial
    
    I.R.S. EmployerIncorporation/
    
    Classification Code
    
    IdentificationExact Name of Additional Registrants*
    
    Organization
    
    Number
    
    NumberTitan Wheel Corporation of Illinois
    
    Illinois
    
    
    3312
    
    
    
    37-1366023Titan Tire Corporation
    
    Illinois
    
    
    3312
    
    
    
    42-1424945Titan Tire Corporation of Bryan
    
    Ohio
    
    
    3312
    
    
    
    20-5032911Titan Tire Corporation of Freeport
    
    Illinois
    
    
    3312
    
    
    
    20-2613232
 
 *
    
    Address and telephone number of principal executive office are the same as those of Titan International, Inc. 
 Approximate date of commencement of proposed sale to the public:
 o
 o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
    
    oExchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
    
    o
 
 
 The registrant hereby amends this Registration Statement on such date or dates as may be
necessary to delay its effective date until the registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration
Statement shall become effective on such a date as the Commission, acting pursuant to said Section
8(a), may determine.




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##### Table of Contents



The
information in this prospectus is not complete and may be
changed. We may not consummate the exchange offer until the
registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell
these securities and is not soliciting an offer to buy these
securities in any state where the offer or sale is not
permitted.


SUBJECT
    TO COMPLETION
    DATED          ,
    2011
  PROSPECTUS
 
 TITAN INTERNATIONAL,
    INC.
  Offer to Exchange $200,000,000
    of 7.875% Senior Secured Notes due 2017
                        See Risk Factors on page 12 of this
    prospectus for a discussion of risks that you should consider
    before participating in the exchange offer.




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##### 





TABLE OF
    CONTENTS
  PageMarket and Industry Data


iiIncorporation by Reference and Additional
    Information


iiForward-Looking Statements


iiiProspectus Summary


1Risk Factors


12Use of Proceeds


23The Exchange Offer


24Description of Notes


31Description of Other Indebtedness


72Book-Entry Settlement and Clearance


73Material United States Federal Tax
    Considerations


74Plan of Distribution


78Legal Matters


78Experts


79Appendix A  The Goodyear
    Tire & Rubber Company Latin America Farm Tire Business
    Combined Financial Statements December 31, 2010, 2009 and
    2008


A-1Appendix B  The Goodyear
    Tire & Rubber Company Latin America Farm Tire Business
    Combined Financial Statements March 31, 2011 (Unaudited)


B-1Appendix C  Titan International,
    Inc. Unaudited Pro Forma Consolidated Condensed Financial
    Information


C-1EX-5.1EX-23.1       This prospectus incorporates important business and financial
    information about us that is not included in or delivered with
    this prospectus. Information incorporated by reference is
    available without charge to holders of our 7.875% Senior
    Secured Notes due 2017 upon written or oral request to us at
    Titan International, Inc., 2701 Spruce Street, Quincy, Illinois
    62301, Attention: Investor Relations, or by telephone at
    (217) 228-6011.
    To obtain timely delivery, holders of the notes must request the
    information no later than five business days before the date
    they must make their investment decision,
    or          ,
    2011, the present expiration date of the exchange offer, and
    deliver proper instructions prior to the expiration date of the
    exchange offer.




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##### Table of Contents



MARKET
    AND INDUSTRY DATA  Form 10-K
 INCORPORATION
    BY REFERENCE AND ADDITIONAL INFORMATION  www.sec.gov www.titan-intl.com
    
    The information found in Titans Annual Report on
    Form 10-K
    for the year ended December 31, 2010 (the 2010
    Form 10-K);
    Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2011; 
  
    Titans current reports on
    Form 8-K
    filed on March 23, 2011; April 1, 2011, as amended by
    Amendment No. 1 thereto filed June 10, 2011;
    May 13, 2011 and May 19, 2011; and 
  
    Proxy Statement filed on March 28, 2011.  Form 8-K).
  (217) 228-6011.
 ii




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##### Table of Contents



FORWARD-LOOKING
    STATEMENTS  forward-looking
    Form 10-K,
  
    The Company operates in cyclical industries and, is subject to
    numerous changes in the economy.
    The Companys debt and related interest expense may limit
    Titans financial and operating flexibility.
    The Company has incurred, and may incur in the future, net
    losses.
    The Company is exposed to price fluctuations of key commodities,
    which are primarily steel and rubber.
    The Company relies on a limited number of suppliers.
    Fluctuations in energy and transportation costs may affect
    Titans operating costs and the demand for the
    Companys products.
    The Companys revenues are seasonal in nature due to
    Titans dependence on seasonal industries.
    The Company may be adversely affected by changes in government
    regulations and policies.
    The Companys revolving credit facility and debt
    obligations contain covenants.
    The Company is subject to risks associated with climate change
    and climate change regulations.
    The Company is subject to corporate governance requirements, and
    costs related to compliance with, or failure to comply with,
    existing and future requirements could adversely affect
    Titans business.
    The Companys customer base is relatively concentrated with
    Titans ten largest customers historically accounting for
    approximately 50% of sales.
    The Company faces substantial competition from domestic and
    international companies.
    The Companys business could be negatively impacted if
    Titan fails to maintain satisfactory labor relations.
    Unfavorable outcomes of legal proceedings could adversely affect
    the Companys financial condition and results of operations. iii




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
    Acquisitions may require significant resources
    and/or
    result in significant unanticipated losses, costs or liabilities.
    The letter of intent with The Goodyear Tire & Rubber
    Company may not result in the execution of definitive agreements
    and the acquisition may not be consummated.
    The Company may be subject to product liability and warranty
    claims.
    The Company is subject to risks associated with environmental
    laws and regulations.
    The effect of a recession on the Company and its customers and
    suppliers.
    The Company may be adversely affected by changes in the
    Companys end-user markets as a result of world economic or
    regulatory influences.
    The Companys business could be negatively impacted by
    changes in the marketplace, including new products and pricing
    changes by the Companys competitors.
    The Company has export sales and purchases raw material from
    foreign suppliers.
    The Company may not be able to secure financing at reasonable
    terms.   iv




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PROSPECTUS
    SUMMARY    Our
    Company
  Introduction
      Agricultural
    Market
  54-inch
  Earthmoving/Construction
    Market
  off-the-road. 63-inch
  Consumer
    Market
 1




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Additional
    Information
  (217) 228-6011
  Recent
    Developments
 2




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The
    Exchange Offer
  On October 1 2010, we completed a private placement of the
    unregistered outstanding notes. In connection with that
    issuance, we entered into an exchange and registration rights
    agreement in which we agreed, among other things, to deliver
    this prospectus to you and to use our commercially reasonable
    efforts to complete the exchange offer. The following is a
    summary of the exchange offer. See The Exchange
    Offer on page    for a full description of
    the terms of the exchange offer.
  Outstanding Notes
    
    Our 7.875% Senior Secured Notes due 2017, which were issued
    on October 1, 2010.Exchange Notes
    
    Our 7.875% Senior Secured Notes due 2017. The terms of the
    exchange notes are identical to the terms of the outstanding
    notes, except that the transfer restrictions, the registration
    rights and provisions for additional interest relating to the
    outstanding notes do not apply to the exchange notes.The Exchange Offer
    
    We are offering to exchange up to $200.0 million aggregate
    principal amount of our exchange notes, which will be registered
    under the Securities Act, for up to $200.0 million
    aggregate principal amount of our outstanding notes, on the
    terms and subject to the conditions set forth in this prospectus
    and the accompanying letter of transmittal, which we refer to as
    the exchange offer. You may tender outstanding notes
    only in denominations of $2,000 and integral multiples of $1,000
    in excess thereof. The outstanding notes we are offering to
    exchange hereby were issued under an indenture dated as of
    October 1, 2010.Resale of Exchange Notes
    
    Based on interpretations of the SEC staff in no-action letters
    issued to third parties, we believe that you may resell and
    transfer the exchange notes issued pursuant to the exchange
    offer in exchange for outstanding notes without compliance with
    the registration and prospectus delivery provisions of the
    Securities Act if: you are acquiring the exchange notes in the ordinary
    course of your business; you have no arrangement or understanding with any
    person to participate in the distribution of the exchange notes
    within the meaning of the Securities Act; you are not an affiliate of ours, as such term is
    defined in Rule 405 under the Securities Act; and you are not a broker-dealer, you are not engaged in
    and do not intend to engage in the distribution of the exchange
    notes.If you fail to satisfy any of these conditions, you must comply
    with the registration and prospectus delivery requirements of
    the Securities Act in connection with resales of the exchange
    notes, unless an exemption therefrom is applicable to you.Broker-dealers that acquired the outstanding notes directly from
    us, but not as a result of market-making activities or other
    trading activities, must comply with the registration and
    prospectus delivery requirements of the Securities Act in
    connection with resales of the exchange notes.
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Each broker-dealer that receives exchange notes for its own
    account pursuant to the exchange offer in exchange for
    outstanding notes that it acquired as a result of market-making
    or other trading activities must deliver a prospectus in
    connection with any resale of the exchange notes and provide us
    with a signed acknowledgement of this obligation.Consequence If You Do Not Exchange Your Outstanding Notes
    
    Outstanding notes that are not tendered in the exchange offer or
    that are not accepted for exchange will continue to bear legends
    restricting their transfer. You will not be able to offer or
    sell the outstanding notes unless: an exemption from the registration requirements of
    the Securities Act is available to you; we register the resale of outstanding notes under
    the Securities Act; or the transaction requires neither an exemption from
    nor registration under the requirements of the Securities Act.After the completion of the exchange offer, we will no longer
    have an obligation to register the outstanding notes, except in
    limited circumstances.Expiration Date
    
    The exchange offer will expire at 5:00 p.m., Eastern time,
    on          ,
    2011, unless we decide to extend it.Conditions to the Exchange Offer
    
    The exchange and registration rights agreement we entered into
    in connection with the issuance of the outstanding notes does
    not require us to accept outstanding notes for exchange if the
    exchange offer or the making of any exchange by a holder of the
    outstanding notes would not be permissible under applicable law
    or SEC policy. The exchange offer is also conditioned upon the
    effectiveness of this registration statement and certain other
    customary conditions, as discussed in The Exchange
    Offer  Conditions to the Exchange Offer.Procedures for Tendering Outstanding Notes
    
    If you wish to accept the exchange offer, you must deliver to
    the exchange agent: either a completed and signed letter of transmittal
    or, for outstanding notes tendered electronically, an
    agents message from The Depository Trust Company, or
    DTC, stating that the tendering participant agrees to be bound
    by the letter of transmittal and the terms of the exchange offer; your outstanding notes, either by tendering them in
    certificated form or by timely confirmation of book-entry
    transfer through DTC; and all other documents required by the letter of
    transmittal.These actions must be completed before the expiration of the
    exchange offer. If you hold outstanding notes through DTC, you
    must comply with its standard for electronic tenders, by which
    you will agree to be bound by the letter of transmittal.There is no procedure for guaranteed late delivery of the
    outstanding notes.
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By signing, or by agreeing to be bound by, the letter of
    transmittal, you will be representing to us that: you will be acquiring the exchange notes in the
    ordinary course of your business; you have no arrangement or understanding with any
    person to participate in the distribution of the exchange notes
    within the meaning of the Securities Act; you are not an affiliate of ours, as such term is
    defined in Rule 405 under the Securities Act; and if you are not a broker-dealer, you are not engaged
    in and do not intend to engage in the distribution of the
    exchange notes.See The Exchange Offer  Terms of the
    Exchange and The Exchange Offer 
    Procedures for Tendering.Special Procedures for Beneficial Holders
    
    If you beneficially own outstanding notes that are registered in
    the name of a broker, dealer, commercial bank, trust company or
    other nominee and you wish to tender your outstanding notes in
    the exchange offer, you should contact the registered holder
    promptly and instruct such person to tender on your behalf. If
    you wish to tender your outstanding notes in the exchange offer
    on your own behalf, you must, prior to completing and executing
    the letter of transmittal and delivering your outstanding notes,
    either arrange to have the outstanding notes registered in your
    name or obtain a properly completed bond power from the
    registered holder. The transfer of registered ownership may take
    considerable time.Withdrawal Rights
    
    You may withdraw the tender of your outstanding notes at any
    time prior to 5:00 p.m., New York City time,
    on          ,
    2011, the expiration date. To withdraw, you must send a written
    or facsimile transmission of your notice of withdrawal to the
    exchange agent at the address set forth in this prospectus under
    The Exchange Offer  Exchange Agent prior
    to the expiration of the exchange offer. A notice of withdrawal
    may also be made by electronic transmission through DTCs
    Automated Tender Offer Program. See The Exchange
    Offer  Withdrawal Rights.Acceptance of Outstanding Notes and Delivery of Exchange Notes
    
    If you fulfill all conditions required for proper acceptance of
    outstanding notes we will accept any and all outstanding notes
    that you validly tender in the exchange offer before
    5:00 p.m., Eastern time, on the expiration date of the
    exchange offer. We will return any outstanding note that we do
    not accept for exchange, without expense, promptly after the
    expiration date. We will deliver the exchange notes promptly
    after the expiration date and acceptance of the outstanding
    notes for exchange. Please read The Exchange
    Offer  Terms of the Exchange Offer.Regulatory Approvals
    
    Other than pursuant to the federal securities laws, there are no
    federal or state regulatory requirements that we must comply
    with, or approvals that we must obtain, in connection with the
    exchange offer.
 5




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Appraisal Rights
    
    You will not have dissenters rights or appraisal rights in
    connection with the exchange offer. See The Exchange
    Offer  Appraisal Rights.U.S. Federal Income Tax Considerations
    
    The exchange of exchange notes for outstanding notes in the
    exchange offer will not be a taxable event for U.S. federal
    income tax purposes. See Material United States Federal
    Tax Considerations for more information regarding the tax
    consequences to you of the exchange offer.Use of Proceeds
    
    We will not receive any proceeds from the exchange or the
    issuance of exchange notes in connection with the exchange offer.Fees and Expenses
    
    We will pay all of our expenses related to the exchange offer.Accounting Treatment
    
    We will record the exchange notes in our accounting records at
    the same carrying value as the outstanding notes. Accordingly,
    we will not recognize any gain or loss for accounting purposes
    in connection with the exchange offer.Exchange Agent
    
    We have appointed U.S. Bank National Association as exchange
    agent for the exchange offer. The address, telephone number and
    facsimile number of the exchange agent are set forth below under
    The Exchange Offer  Exchange Agent.  The
    Exchange Notes
    
    the exchange notes will be registered under the Securities Act
    and will therefore not bear legends restricting their
    transfer; and
    specified rights under the exchange and registration rights
    agreement we entered into in connection with the issuance of the
    outstanding notes, including provisions providing for
    registration rights and the payment of additional interest in
    specified circumstances, will be limited or eliminated.      Issuer
    
    Titan International, Inc.Notes Offered
    
    $200,000,000 aggregate principal amount of 7.875% Senior
    Secured Notes due 2017.Maturity Date
    
    October 1, 2017.Interest
    
    7.875% per annum, payable semiannually on April 1 and October 1
    of each year, commencing on April 1, 2011.Guarantees
    
    The exchange notes will be guaranteed by certain of our
    subsidiaries that own any interest in the collateral. See
    Description of Notes  Note Guarantees.
 6




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##### Table of Contents



Security; Collateral
    
    The exchange notes and the guarantee of any guarantor, to the
    extent of the collateral owned by such guarantor, will be
    secured by first-priority liens, subject to permitted liens, on
    the collateral, which consists of our fee title, right and
    interest in and to the real estate on and buildings in which our
    manufacturing facilities are located, in Des Moines, Iowa;
    Freeport, Illinois; Quincy, Illinois; and Bryan, Ohio. See
    Description of Notes  Collateral.Ranking
    
    The exchange notes will be: secured by first-priority liens on the collateral,
    subject to certain exceptions and permitted liens; senior in right of payment to all of our existing
    and future indebtedness that is subordinated in right of payment
    to the exchange notes, if any; effectively senior to all of our obligations under
    any existing or future unsecured indebtedness to the extent of
    the value of the collateral; guaranteed by the guarantors; and effectively subordinated to all of the existing and
    future liabilities, including trade payables, of our
    subsidiaries that do not guarantee the exchange notes.The guarantees will be: general unsecured obligations of our guarantors,
    except to the extent of the collateral owned by such guarantors; pari passuin right of payment with all
    existing and future unsecured senior indebtedness of our
    guarantors, except to the extent of the collateral owned by such
    guarantor; senior in right of payment to our guarantors
    existing and future subordinated indebtedness, if any; and effectively subordinated to all existing and future
    secured indebtedness of our guarantors secured by assets (other
    than the collateral) up to the value of such assets securing
    such indebtedness.See Risk Factors  The exchange notes will be
    effectively subordinated to the existing and future liabilities
    of our subsidiaries that do not guarantee the exchange notes,
    and the guarantees will be unsecured, except to the extent of
    the Collateral owned by the guarantors.Optional Redemption
    
    We may redeem the exchange notes, in whole or in part, at any
    time on or after October 1, 2013 at the redemption prices
    described under Description Notes  Optional
    Redemption, plus accrued and unpaid interest, if any.Redemption with Certain Equity Proceeds
    
    We may redeem up to 35% of the aggregate principal amount of the
    exchange notes using net proceeds from certain equity offerings
    completed prior to October 1, 2013.Make-Whole Redemption
    
    We may redeem the exchange notes at any time, in whole or in
    part, by paying a redemption price equal to the sum of:
 7




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(1) 100% of the principal amount of the exchange notes to
    be redeemed, plus(2) the Applicable Premium for the exchange notes (as
    defined in Description of Notes), plus accrued and
    unpaid interest thereon, if any, to the redemption date (subject
    to the right of holders of record on the relevant record date to
    receive interest due on the relevant interest payment date).Mandatory Offer to Repurchase
    
    If we experience a change of control (as defined in the
    indenture governing the exchange notes), we will be required to
    make an offer to repurchase the exchange notes at a price equal
    to 101% of the principal amount thereof, plus accrued and unpaid
    interest, if any, to the date of purchase, unless a third party
    makes a change of control offer (as defined in the indenture
    governing the exchange notes) in the manner, at the times and
    otherwise in compliance with the requirements of the indenture
    governing the exchange notes and purchases all exchange notes
    properly tendered and not withdrawn under the change of control
    offer. There is no assurance we will have adequate funds for
    such an offer. See Description of Notes 
    Repurchase at the Option of Holders  Change of
    Control.Certain Covenants
    
    The indenture governing the exchange notes contains certain
    covenants that will, among other things, limit our ability and
    the ability of our restricted subsidiaries to: incur, assume or guarantee additional indebtedness
    or issue preferred stock; pay dividends or make other equity distributions to
    our shareholders; purchase or redeem our capital stock; make certain investments; create liens; create or permit to exist restrictions on our
    ability or the ability of our restricted subsidiaries to make
    certain payments or distributions; sell or otherwise dispose of assets; engage in sale and leaseback transactions; engage in transactions with our affiliates; and merge or consolidate with another entity or transfer
    all or substantially all of our assets.All of these restrictive covenants are subject to a number of
    important exceptions and qualifications. See Description
    of Notes  Certain Covenants.Form of the Exchange Notes
    
    The exchange notes will be represented by one or more permanent
    global securities in registered form deposited with U.S. Bank
    National Association, as custodian, for the benefit of The
    Depository Trust Company. You will not receive notes in
    registered form, unless one of the events set forth under the
    heading Description of the Notes  Book-Entry,
    Delivery and Form occurs. Instead, beneficial
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interests in the exchange notes will be shown on, and transfers
    of these interests will be effected only through, records
    maintained in book-entry form by The Depository
    Trust Company with respect to its participants.Absence of a Public Market for the Exchange Notes
    
    There has been no public market for the outstanding notes, and
    no active market for the exchange notes is currently
    anticipated. We do not intend to apply for a listing of the
    exchange notes on any securities exchange or inclusion in any
    automated quotation system. We cannot make any assurances
    regarding the liquidity of the market for the exchange notes,
    the ability of holders to sell their exchange notes or the price
    at which holders may sell their exchange notes. See Plan
    of Distribution.Use of Proceeds
    
    We will not receive any proceeds from the exchange offer. For a
    description of the use of proceeds from the offering of the
    outstanding notes, see Use of Proceeds.Trustee
    
    U.S. Bank National Association is serving as the trustee and
    collateral trustee under the Indenture.
 9




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Selected
    Consolidated Financial Data
  three-month three-month Form 10-Q Form 10-K Form 10-K Form 10-Q
  Three Months EndedYear Ended December 31,


March 31,2006


2007


2008


2009


2010


2010


2011(Unaudited)(Amounts in thousands, except earnings per share data and
    financial ratios)Statement of Operations Data:Net sales

$
679,454


$
837,021


$
1,036,700


$
727,599


$
881,591


$
196,448


$
280,829Cost of sales


606,676



752,890



896,986



671,634



767,662



170,361



224,557Gross profit


72,778



84,131



139,714



55,965



113,929



26,087



56,272Selling, general and administrative expenses


44,445



51,449



53,661



46,734



57,565



11,809



25,293Research and development expenses


1,321



1,689



3,490



8,850



6,317



2,027



1,183Royalty expense


5,001



6,155



9,242



7,573



9,263



2,121



2,917Noncash goodwill impairment charge


0



0



0



11,702



0



0



0Income (loss) from operations


22,011



24,838



73,321



(18,894
)


40,784



10,130



26,879Interest expense


(17,001
)


(18,710
)


(15,122
)


(16,246
)


(26,667
)


(7,056
)


(6,280
)Noncash Titan Europe Plc charge


0



0



(37,698
)


0



0



0



0Noncash convertible debt conversion charge


0



(13,376
)


0



0



0



0



(16,135
)Gain (loss) on note repurchase


0



0



0



1,398



(14,573
)


0



0Other income


3,564



3,364



2,509



1,740



1,105



333



193Income (loss) before income taxes


8,574



(3,884
)


23,010



(32,002
)


649



3,407



4,657Income tax provision (benefit)


3,430



3,363



9,673



(7,357
)


291



1,329



7,693Net income (loss)

$
5,144


$
(7,247
)

$
13,337


$
(24,645
)

$
358


$
2,078


$
(3,036
)Per Share Data:Earnings (loss) per common share:Basic

$
.21


$
(.23
)

$
.39


$
(.71
)

$
.01


$
.06


$
(.07
)Diluted


.21



(.23
)


.38



(.71
)


.01



.06



(.07
)Dividends declared


.016



.016



.018



.020



.020



.005



.005Balance Sheet Data (at period end):Cash and cash equivalents

$
33,412


$
58,325


$
61,658


$
229,182


$
239,500


$
215,215


$
230,048Working capital


247,009



239,985



232,564



375,144



395,587



384,409



422,841Current assets


309,933



327,765



369,199



445,216



487,940



481,126



533,574Total assets


585,126



590,495



654,782



736,463



787,470



765,228



824,970Long-term debt


291,266



200,000



200,000



366,300



373,564



366,300



312,881Stockholders equity


187,177



272,522



279,188



261,953



278,315



263,635



350,857
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##### Table of Contents



Ratio of
    Earnings to Fixed Charges
      Form 10-K Form 10-Q
  Three MonthsEndedYear Ended December 31,

March 312006

2007

2008

2009

2010

2010

2011Ratio of earnings to fixed charges


1.48


n/a


2.05


n/a


1.05



1.49



1.76Earnings deficiency

$



$4,276

$



$33,501

$



$



$

 11




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##### Table of Contents



RISK
    FACTORS  The exchange notes, like the outstanding notes, entail
    risk. In deciding whether to participate in the exchange offer,
    you should consider the risks associated with the nature of our
    industry, the nature of our business and the risk factors
    relating to the exchange offer in addition to the other
    information contained in this prospectus. You should carefully
    consider the following factors before making a decision to
    exchange your outstanding notes for exchange notes. Any of the
    following risks and the risks described in the 2010
    Form 10-K,
    may also materially and adversely affect the Companys
    business, financial condition or results of operations. In such
    case, you may lose all or part of your original
    investment.
  Risk
    Related to the Companys Operations
  The
    Companys revolving credit facility and its other debt
    obligations contain covenants.
    The
    Company operates in cyclical industries and is subject to
    numerous changes in the economy.
      The
    Companys customer base is relatively
    concentrated.
    The
    Company faces substantial competition from international and
    domestic companies.
   12




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Acquisitions
    may require significant resources and/or result in significant
    unanticipated losses, costs or liabilities.
    
    problems with effective integration of operations;
    the inability to maintain key pre-acquisition customer, supplier
    and employee relationships;
    the potential that expected benefits or synergies are not
    realized and operating costs increase; and
    exposure to unanticipated liabilities.    and/or
  The
    Company could be negatively impacted if the Company fails to
    maintain satisfactory labor relations.
     13




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The
    Company has incurred, and may incur in the future, net
    losses.
    The
    Company is exposed to price fluctuations of key
    commodities.
    The
    Company relies on a limited number of suppliers.
    The
    Company may be subject to product liability and warranty
    claims.
    The
    Company is subject to risks associated with environmental laws
    and regulations.
    The
    Company is subject to risks associated with climate change and
    climate change regulations.
   14




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##### Table of Contents



The
    Companys revenues are seasonal due to Titans
    dependence on seasonal industries.
    The
    Company has export sales and purchases raw material from foreign
    suppliers.
        The
    Company may be adversely affected by changes in government
    regulations and policies.
    The
    Companys success depends on attracting and retaining key
    personnel and qualified employees.
   15




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Unfavorable
    outcomes of legal proceedings could adversely affect results of
    operations.
    The
    Company is subject to corporate governance requirements, and
    costs related to compliance with, or failure to comply with,
    existing and future requirements could adversely affect its
    business.
    Risk
    Factors Related to the Exchange Offer
  If you
    do not properly tender your outstanding notes, your ability to
    transfer such outstanding notes will be adversely
    affected.
    If you
    are a broker-dealer or participating in a distribution of the
    exchange notes, you may be required to deliver prospectuses and
    comply with other requirements.
    You
    may not be able to sell your exchange notes if a trading market
    for the exchange notes does not develop.
   16




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Risk
    Factors Related to the Exchange Notes
  The
    Companys debt will result in significant interest expense
    compared to its cash flows, which may limit its financial and
    operating flexibility.
        The
    Companys ability to fulfill its obligations under the
    exchange notes is dependent upon its future financial and
    operating performance.
    
    reducing its operating expenses;
    reducing or delaying capital expenditures;
    selling assets; or
    raising additional equity capital. 17




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The
    exchange notes will be effectively subordinated to the existing
    and future liabilities of our subsidiaries that do not guarantee
    the exchange notes, and the guarantees will be unsecured, except
    to the extent of the Collateral owned by the
    guarantors.
      Restrictive
    covenants in the Companys credit facility and the
    indenture for the exchange notes may restrict its ability to
    pursue its business strategies or repay the exchange
    notes.
    
    incur additional indebtedness or issue preferred stock;
    create liens;
    pay dividends and make distributions in respect of capital stock;
    repurchase or redeem capital stock or prepay certain
    indebtedness;
    make investments or certain other restricted payments;
    sell certain assets;
    issue or sell stock of restricted subsidiaries;
    guarantee indebtedness;
    designate unrestricted subsidiaries;
    enter into transactions with its affiliates; and
    merge, consolidate or transfer all or substantially all of its
    assets.      
    elect to declare all amounts borrowed to be immediately due and
    payable, together with accrued and unpaid interest: and/or
    terminate their commitments, if any, to make further extensions
    of credit.  If we
    default under the indenture governing the exchange notes, the
    value of the Collateral securing the exchange notes may not be
    sufficient to repay the holders of the exchange
    notes.
   18




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It may
    be difficult to realize the value of the Collateral securing the
    exchange notes.
      State
    law may limit the ability of the collateral trustee for the
    holders of the exchange notes to foreclose on the real property
    and improvements included in the Collateral.
     19




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Not
    all of the assets related to, or needed for the operation of,
    the Collateral will be pledged to secure the exchange notes. The
    value of the Collateral may be diminished by the absence of
    security interests in, and assured access to, those
    assets.
    The
    Collateral can be released in certain circumstances without the
    consent of the holders of the exchange notes, which would
    increase the risks in bankruptcy or other
    situations.
    The
    Collateral is subject to casualty risks.
    The
    Collateral is subject to environmental laws that could result in
    a significant decrease in its value.
  clean-up
  Bankruptcy
    laws may limit your ability to realize value from the
    Collateral.
  and/or
 20




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case-by-case
  
    how long payments under the exchange notes could be delayed
    following commencement of a bankruptcy case;
    whether or when the collateral trustee could repossess or
    dispose of any Collateral; and
    whether or to what extent holders of the exchange notes would be
    compensated for any delay in payment or loss of value of the
    Collateral through any grant of adequate protection.  The
    value of the Collateral securing the exchange notes may not be
    sufficient to secure post-petition interest.
    Any
    future mortgage of Collateral might be avoidable in
    bankruptcy.
    A
    financial failure by us, our subsidiaries or any other entity in
    which we have an interest may result in the assets of any or all
    of those entities becoming subject to the claims of all
    creditors of those entities.
   21




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A
    non-consensual restructuring of the exchange notes could be
    required in the event of a U.S. Bankruptcy
    Proceeding.
    Federal
    and state statutes allow courts, under specific circumstances,
    to void guarantees and require Note holders to return payments
    received from guarantors.
    
    issued the guarantee with the intent of hindering, delaying or
    defrauding any present or future creditor; or
    received less than reasonably equivalent value or fair
    consideration for the incurrence of such guarantee and
    (1) was insolvent or rendered insolvent by reason of such
    incurrence, (2) was engaged in a business or transaction
    for which the guarantors remaining assets constitute
    unreasonably small capital, or (3) intended to incur, or
    believed or reasonably should have believed that it would incur,
    debts beyond its ability to pay such debts as they mature.      
    the sum of its debts, including contingent liabilities, was
    greater than the fair saleable value of all of its assets;
    the present fair saleable value of its assets was less than the
    amount that would be required to pay its probable liability or
    its existing debts, including contingent liabilities, as they
    become absolute and mature; or
    it could not pay its debts as they become due.       22




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An
    active trading market for the exchange notes may not
    develop.
    
    time remaining to the maturity of the exchange notes;
    outstanding amount of the exchange notes;
    the terms related to optional redemption of the exchange
    notes; and
    level, direction and volatility of market interest rates,
    generally. USE OF
    PROCEEDS     23




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THE
    EXCHANGE OFFER  Purpose
    and Effect of the Exchange Offer
  non-U.S. persons
    
    file with the SEC an exchange offer registration statement with
    respect to a registered offer to exchange the outstanding notes
    for exchange notes under the indenture in the same aggregate
    principal amount as and with terms that shall be identical in
    all respects to the outstanding notes (but which will not
    contain terms with respect to payment of additional interest or
    transfer restrictions, as described below);
    use commercially reasonable efforts to cause the registration
    statement to become effective under the Securities Act; and
    use commercially reasonable efforts to consummate the exchange
    offer by June 28, 2011.      
    we and the guarantors are not required to file an exchange offer
    registration statement or to consummate the exchange offer
    because the exchange offer is not permitted by applicable law or
    SEC policy;
    for any reason, we do not consummate the exchange offer by
    June 28, 2011; or
    the exchange offer is not available to any holder of outstanding
    notes;      
    we do not consummate the exchange offer by June 28, 2011;
    if required, the shelf registration statement is not filed or
    declared effective when required; or
    the exchange offer registration statement or shelf registration
    statement is declared effective, but thereafter fails to remain
    effective or usable in connection with resales for more than 45
    calendar days.  90-day
 24




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90-day
  Terms of
    the Exchange Offer
      
    we will register the exchange notes under the Securities Act
    and, therefore, these notes will not bear legends restricting
    their transfer; and
    specified rights under the exchange and registration rights
    agreement, including the provisions providing for registration
    rights and payment of additional interest in specified
    circumstances relating to the exchange offer, will be limited or
    eliminated.    non-U.S. persons
         25




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Expiration,
    Extension and Amendment
      
    to extend the exchange offer;
    to delay accepting any outstanding notes in the event of an
    extension of the exchange offer;
    to terminate the exchange offer if, in our sole judgment, any of
    the conditions described below are not satisfied; or
    to amend the terms of the exchange offer in any manner.      Conditions
    to the Exchange Offer
  Registration conditions.
  
    the registration statement of which this prospectus forms a part
    shall have been declared effective by the SEC;
    no stop order suspending the effectiveness of the registration
    statement will have been issued; and
    no proceedings for that purpose will have been instituted or be
    pending or, to our knowledge, be contemplated by the SEC.  General conditions.
  
    the exchange offer, or the making of any exchange by a holder,
    violates, in our reasonable judgment, any applicable law, rule
    or regulation or any applicable interpretation of the staff of
    the SEC; 
  
    any action or proceeding shall have been instituted with respect
    to the exchange offer that, in our reasonable judgment, would
    impair our ability to proceed with the exchange offer; or 
  
    we have not obtained any governmental approval that we, in our
    reasonable judgment, consider necessary for the completion of
    the exchange offer as contemplated by this prospectus. 26




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
    refuse to accept any outstanding notes and return all tendered
    outstanding notes to the tendering holders;
    extend the exchange offer and retain all outstanding notes
    tendered before the expiration of the exchange offer, subject,
    however, to the rights of holders to withdraw these outstanding
    notes; or
    waive unsatisfied conditions listed under General
    conditions above and accept all validly tendered
    outstanding notes which have not been withdrawn.      
    purchase or make offers for any outstanding notes that remain
    outstanding subsequent to the expiration date; and
    to the extent permitted by applicable law, purchase outstanding
    notes in the open market, in privately negotiated transactions
    or otherwise.    Procedures
    for Tendering
             27




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When We
    Will Issue Exchange Notes
    
    a book-entry confirmation of such outstanding notes into the
    exchange agents account at DTC; and
    a properly transmitted agents message.  Return of
    Outstanding Notes Not Accepted or Exchanged
    Valid
    Tender
    
    any exchange notes that you receive pursuant to the exchange
    offer will be acquired in the ordinary course of your business;
    you have no arrangement or understanding with any person to
    participate in the distribution of the exchange notes;
    you are not an affiliate of ours, as such term is
    defined in Rule 405 under the Securities Act;
    if you are not a broker-dealer, you are not engaged in and do
    not intend to engage in the distribution of the exchange
    notes; and
    if you are a broker-dealer and will receive exchange notes for
    your own account in exchange for outstanding notes, you acquired
    such outstanding notes as a result of market-making activities
    or other trading activities and you acknowledge that you will
    deliver a prospectus in connection with any resale of the
    exchange notes.  Withdrawal
    Rights
      
    the exchange agent must receive a written notice of withdrawal,
    which may be by facsimile transmission or letter, of withdrawal
    at the address set forth below under Exchange
    Agent; or
    for DTC participants, holders must comply with DTCs
    standard operating procedures for electronic tenders and the
    exchange agent must receive an electronic notice of withdrawal
    from DTC. 28




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
    specify the name of the person who tendered the outstanding
    notes to be withdrawn;
    identify the outstanding notes to be withdrawn, including the
    certificate number or numbers and principal amount of the
    outstanding notes to be withdrawn;
    be signed by the person who tendered the outstanding notes in
    the same manner as the original signature on the letter of
    transmittal, including any required signature
    guarantees; and
    specify the name in which the outstanding notes are to be
    re-registered, if different from that of the withdrawing holder.  re-tendered.
  Resales
    of Exchange Notes
    
    the exchange notes are acquired in the ordinary course of the
    holders business;
    the holders have no arrangement or understanding with any person
    to participate in the distribution of the exchange notes;
    the holders are not affiliates of ours within the
    meaning of Rule 405 under the Securities Act;
    the holders are not engaged in and do not intend to engage in
    the distribution of the exchange notes; and
    the holders are not broker-dealers who purchased outstanding
    notes directly from us for resale pursuant to Rule 144A or
    any other available exemption under the Securities Act.      
    cannot rely on the applicable interpretations of the staff of
    the SEC mentioned above;
    will not be permitted or entitled to tender its outstanding
    notes in the exchange offer; and
    must comply with the registration and prospectus delivery
    requirements of the Securities Act in connection with any
    secondary resale transaction.   29




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Exchange
    Agent
    U.S. Bank
    National Association Attn:
    Specialized Finance
    60 Livingston Ave.
    St. Paul, MN 55107
    phone:
    800-934-6802
  Fees and
    Expenses
        
    SEC registration fees;
    fees and expenses of the exchange agent and trustee;
    accounting and legal fees and printing costs; and
    related fees and expenses.  Transfer
    Taxes
    Appraisal
    Rights
    Consequences
    of Failure to Exchange Outstanding Notes
   30




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Accounting
    Treatment
    Other
     DESCRIPTION
    OF NOTES      Form 8-K
    Brief
    Description of the Exchange Notes and the Note
    Guarantees
  The
    Exchange Notes
    
    will be secured by first-priority liens on the Collateral,
    subject to certain exceptions and Permitted Liens (as described
    below under  Security for the Notes); 31




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
    will be treated as a single class with the outstanding notes for
    all purposes of the Indenture and will vote together as one
    class on all matters with respect to the notes;
    will mature on October 1, 2017;
    will bear interest at a rate of 7.875% per annum, payable
    semiannually in arrears on each April 1 and October 1 commencing
    April 1, 2011 to holders of record of exchange notes at the
    close of business on the immediately preceding March 15 and
    September 15;
    will be senior in right of payment to Titans existing and
    future Indebtedness that is subordinated in right of payment to
    the notes, if any;
    will be effectively senior to obligations of Titan under any
    existing or future unsecured Indebtedness of Titan to the extent
    of the value of the Collateral;
    will be guaranteed by the Guarantors;
    will be effectively subordinated to all existing and future
    liabilities, including trade payables, of our non-guarantor
    Subsidiaries; and
    will be issued in denominations of $2,000 and integral multiples
    of $1,000.  The
    Note Guarantees
      
    a general unsecured obligation of the Guarantor, except to the
    extent of the Collateral owned by such Guarantor;
    pari passuin right of payment with existing and future
    unsecured senior Indebtedness of that Guarantor, except to the
    extent of the Collateral owned by such Guarantor;
    effectively subordinated to secured Indebtedness of that
    Guarantor up to the value of the collateral (other than the
    Collateral) securing such Indebtedness; and
    senior in right of payment to existing and future subordinated
    Indebtedness, if any, of that Guarantor.      Additional
    Notes
   32




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Methods
    of Receiving Payments on the Notes
    Paying
    Agent and Registrar for the Notes
    Transfer
    and Exchange
    Note
    Guarantees
      Security
    for the Notes
    Collateral
    Trustee
     33




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Collateral
      Enforcement
    of Liens
      Certain
    Bankruptcy Limitations
    and/or
 34




---



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Release
    of Security Interests
            2 3
  provided,
          Amendment
     35




---



##### Table of Contents



2 3
    Provisions
    of the Indenture Relating to Security
  Further
    Assurances; Insurance
                  Optional
    Redemption
   36




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##### Table of Contents



twelve-month
  Year

Percentage2013


105.906%2014


103.938%2015


101.969%2016 and thereafter


100.000%
   Redemption
    with Certain Equity Proceeds
  provided
      Make-Whole
    Redemption
    Mandatory
    Redemption
    Repurchase
    at the Option of Holders
  Change
    of Control
  Rule 14e-1
 37




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38




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Asset
    Sales
                  provided
       39




---



##### Table of Contents



provided however 365-day and/or 365-day 365-day
    pari passu pari passu pari passu pari passu
 40




---



##### Table of Contents



pro rata
  Rule 14e-1
      Selection
    and Notice
  pro rata
      Certain
    Covenants
  Restricted
    Payments
     41




---



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plus
  plus
  plus
  plus
  plus
 42




---



##### Table of Contents



plus
        provided
    pro rata
      provided
      provided
   43




---



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Incurrence
    of Indebtedness and Issuance of Preferred Stock
  provided, however
             44




---



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provided however
        provided however
          provided pari passu pari
    passu
      provided however
 45




---



##### Table of Contents



provided however
  provided
                Liens
   46




---



##### Table of Contents



Dividend
    and Other Payment Restrictions Affecting
    Subsidiaries
            provided
              provided
         47




---



##### Table of Contents



Merger,
    Consolidation or Sale of Assets
                  Transactions
    with Affiliates
         48




---



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and/or
              Business
    Activities
    Designation
    of Restricted and Unrestricted Subsidiaries
     49




---



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provided
  Impairment
    of Security Interest
    Limitation
    on Sale and Leaseback Transactions
  provided
        Payments
    for Consent
     50




---



##### Table of Contents



SEC
    Reports
        Further
    Assurances
    Events
    of Default and Remedies
             51




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52




---



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60-day
      No
    Personal Liability of Directors, Officers, Employees and
    Shareholders
    Legal
    Defeasance and Covenant Defeasance
                   53




---



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Amendment,
    Supplement and Waiver
                 54




---



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2 3
                  and/or
  Satisfaction
    and Discharge
         55




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##### Table of Contents



Governing
    Law
    Concerning
    the Trustee
      Book-Entry,
    Delivery and Form
      Depositary
    Procedures
   56




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57




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same-day
  same-day
    Exchange
    of Global Notes for Certificated Notes
           58




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##### Table of Contents



Same Day
    Settlement and Payment
  Same-Day
    Additional
    Information
    Certain
    Definitions
    Act of Required Debtholders
  Acquired Debt
      Affiliate
  Applicable Premium
       59




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##### Table of Contents



Asset Sale
  provided and/or
                      Asset Sale Offer
  Attributable Debt provided, however
  Beneficial Owner Rule 13d-3 Rule 13d-5
  Board of Directors
   60




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Borrowing Base
  Business Asset
  Capital Lease Obligation
  Capital Stock
          Cash Equivalents
             61




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Change of Control
          Change of Control Offer
  Consolidated Cash Flow plus
  plus
  plus
  plus
  plus
  minus
      Consolidated Net Income provided
     62




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Consolidated Net Tangible Assets
  Continuing Directors
        Credit Facilities
  Default
  Designated Noncash Consideration
  Disqualified Stock
 63




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Equipment
  Equity Interests
  Equity Offering
  Exchange Notes
  Existing Indebtedness
  Fair Market Value
  Fixed Charge Coverage Ratio Calculation Date
         64




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Fixed Charges
  plus
  plus
  plus
    GAAP
  Guarantee
  Guarantors
  
    Titan Wheel Corporation of Illinois, an Illinois Corporation;
    Titan Tire Corporation, an Illinois Corporation;
    Titan Tire Corporation of Freeport, an Illinois
    Corporation; and
    Titan Tire Corporation of Bryan, an Ohio Corporation;   65




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Hedging Obligations
        Indebtedness
                Investments
  Issue Date
  Lien
 66




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Moodys
  Mortgages
  Mortgage Closing Date
  Mortgaged Properties
  Net Income
      Net Proceeds
  Non-Recourse Debt
        Note Guarantee
  Note Obligations
  Obligations
  Orderly Liquidation Value
 67




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Permitted Business
  Permitted Investments
  provided that
                             68




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Permitted Liens
      provided
  provided
        provided
    rights-of-way,
    provided however
     69




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Permitted Refinancing Indebtedness provided
          Person
  Restricted Investment
  Restricted Subsidiary
  S&P
  Security Documents
  Significant Subsidiary Rule 1-02 Regulation S-X,
  Stated Maturity
  Subsidiary
   70




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Treasury Rate provided, however
  Unrestricted Subsidiary
          Voting Stock
  Weighted Average Life to Maturity
  by
    Wholly-Owned Restricted Subsidiary
 71




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DESCRIPTION
    OF OTHER INDEBTEDNESS  Revolving
    Credit Facility
      
    Collateral coverage be equal to or greater than 1.2 times the
    outstanding revolver balance.
    If the
    30-day
    average of the outstanding revolver balance exceeds
    $70 million, the fixed charge coverage ratio be equal to or
    greater than a 1.1 to 1.0 ratio.    
    Limits on payments of dividends and repurchases of the
    Companys stock.
    Restrictions on the Companys ability to make additional
    borrowings, or to consolidate, merge or otherwise fundamentally
    change the ownership of the Company.
    Limitations on investments, dispositions of assets and
    guarantees of indebtedness.
    Other customary affirmative and negative covenants.      Convertible
    Senior Subordinated Notes Due 2017
       72




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BOOK
    ENTRY SETTLEMENT AND CLEARANCE  Global
    Notes
      
    upon deposit of each Global Note with DTCs custodian, DTC
    will credit portions of the principal amount of the Global Note
    to the accounts of the DTC participants designated by the
    initial purchasers; and
    ownership of beneficial interests in each Global Note will be
    shown on, and transfer of ownership of those interests will be
    effected only through, records maintained by DTC (with respect
    to interests of DTC participants) and the records of DTC
    participants (with respect to other owners of beneficial
    interests in the Global Note).    Exchanges
    Among the Global Notes
    Book-Entry
    Procedures for the Global Notes
      
    a limited purpose trust company organized under the laws of the
    State of New York;
    a banking organization within the meaning of the New
    York State Banking Law;
    a member of the Federal Reserve System;
    a clearing corporation within the meaning of the
    Uniform Commercial Code; and
    a clearing agency registered under Section 17A
    of the Exchange Act. 73




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
    will not be entitled to have notes represented by the Global
    Note registered in their names;
    will not receive or be entitled to receive certificated
    notes; and
    will not be considered the owners or holders of the notes under
    the indenture for any purposes, including with respect to the
    giving of any direction, instruction or approval to the Trustee
    under the indenture.        Certificated
    Notes
    
    DTC notifies us at any time that it is unwilling or unable to
    continue as depositary for the Global Notes and a successor
    depositary is not appointed within 120 days;
    DTC ceases to be registered as a clearing agency under the
    Exchange Act and a successor depositary is not appointed within
    120 days;
    we, at our option, notify the Trustee that we elect to cause the
    issuance of certificated notes; or
    certain other events provided in the indenture should occur. MATERIAL
    UNITED STATES FEDERAL TAX CONSIDERATIONS  mark-to-market,
 74




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non-U.S. holders
      You should consult with your own tax advisor regarding the
    federal, state, local and foreign tax consequences of the
    ownership and disposition of the notes.
  Internal
    Revenue Service Circular 230 Notice
    U.S.
    Holders
  Exchange Offer.
  Interest.
  Sale, Exchange or Other Taxable Disposition of an Exchange
    Note.
 75




---



##### Table of Contents



Liquidated Damages.
  Optional Redemption.
  Backup Withholding and Information
    Reporting.
    Non-U.S.
    Holders
  Interest. non-U.S. holder,
  
    you do not actually or constructively own 10% or more of the
    total combined voting power of all classes of our stock;
    you are not a controlled foreign corporation for
    U.S. federal income tax purposes that is related to us,
    directly or indirectly, through stock ownership;
    you are not a bank that holds the exchange note on an extension
    of credit made under a loan agreement entered into in the
    ordinary course of your trade or business; and
    either (1) you, as the beneficial owner of the exchange
    note, provide us or our agent with a statement, on
    U.S. Treasury
    Form W-8BEN
    or a suitable substitute form, signed under penalties of perjury
    that includes your name and address and certifies that you are
    not a U.S. person or (2) an exemption is otherwise
    established. If you hold your exchange notes through certain
    foreign intermediaries or certain foreign partnerships, such
    foreign intermediaries or partnerships must also satisfy the
    certification requirements of applicable U.S. Treasury
    Regulations.  Form W-8BEN Form W-8ECI
 76




---



##### Table of Contents



Non-U.S. Holder.
      Sale, Exchange or Other Taxable Disposition of an Exchange
    Note. non-U.S. holder,
  Backup Withholding and Information
    Reporting. non-U.S. holder, non-U.S. holder,
  non-U.S. holders Form W-8BEN Non-U.S. Holders  
  non-U.S. status
  
    is a U.S. person;
    is a foreign person who derives 50% or more of its gross income
    from the conduct of a U.S. trade or business; 77




---



##### Table of Contents




    is a controlled foreign corporation for
    U.S. federal income tax purposes; or
    is a foreign partnership, if at any time during its taxable
    year, one or more of its partners are U.S. persons, as
    defined in U.S. Treasury Regulations, who in the aggregate
    hold more than 50% of the income or capital interest in the
    partnership or if, at any time during its taxable year, the
    foreign partnership is engaged in a U.S. trade or business.  non-U.S. status non-U.S. holder,
   PLAN OF
    DISTRIBUTION    over-the-counter
     LEGAL
    MATTERS   78




---



##### Table of Contents



EXPERTS  Form 10-K
 79




---



##### Table of Contents



Appendix A  The
    Goodyear Tire & Rubber Company Latin America Farm Tire
    Business
    Combined Financial Statements December 31, 2010, 2009 and
    2008
 A-1




---



##### Table of Contents



The
    Goodyear Tire & Rubber Company
  Latin
    America Farm Tire Business
    Combined Financial Statements
    December 31, 2010, 2009 and 2008
  A-2




---



##### Table of Contents



The
    Goodyear Tire & Rubber Company
  Latin
    America Farm Tire Business
    Combined Financial Statements
    December 31, 2010, 2009 and 2008
  Contents

Page(s)Report of Independent Registered Public
    Accounting Firm

A-4Combined Financial StatementsCombined Statements of Net Assets Sold

A-5Combined Statements of Revenue, Cost of Goods
    Sold and Direct Operating Expenses

A-6Notes to Combined Financial Statements

A-7-A-11  A-3




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm              
      A-4




---



##### Table of Contents



Combined
    Financial Statements  The
    Goodyear Tire & Rubber Company
    Latin America Farm Tire BusinessCombined Statements of Net Assets
    Sold
  December 31,2010


2009(In millions)ASSETSCurrent Assets:Cash (Note 1)

$
1.0


$
Inventories (Note 2)


13.2



10.0Asset tax credits and other current assets (Note 3)


0.9



1.4Deferred income taxes (Note 7)


0.5



0.3Total Current Assets


15.6



11.7Property, Plant and Equipment (Note 4)


43.8



43.7Other Assets


0.3



0.2Total Assets

$
59.7


$
55.6LIABILITIESCurrent Liabilities:Compensation and Benefits (Note 6)

$
2.9


$
1.6Compensation and Benefits (Note 6)


5.1



3.9Deferred Income Taxes (Note 7)


6.3



6.2Total Liabilities

$
14.3


$
11.7Net Assets Sold

$
45.4


$
43.9   
 A-5




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##### Table of Contents



The
    Goodyear Tire & Rubber Company
    Latin America Farm Tire BusinessCombined Statements of Revenue,
    
    Cost of Goods Sold and Direct Operating Expenses
  Twelve Months Ended December 31,2010


2009


2008(In millions)Gross RevenueThird Party

$
138.9


$
87.9


$
143.3Related Party (Note 1)


0.1



0.1



0.7Total Gross Revenue


139.0



88.0



144.0Less excise taxes


(26.9
)


(16.4
)


(26.6
)Net Revenue


112.1



71.6



117.4Cost of Goods SoldThird Party


90.8



57.5



90.2Related Party (Note 1)


0.1



0.1



0.6Total Cost of Goods Sold


90.9



57.6



90.8Direct Operating Expenses


3.7



3.0



4.3Excess of Revenues over Cost of Goods Sold and Direct
    Operating Expenses

$
17.5


$
11.0


$
22.3     A-6




---



##### Table of Contents



The
    Goodyear Tire & Rubber Company
    Latin America Farm Tire BusinessNotes to Combined Financial Statements
  NOTE 1.
    ACCOUNTING
    POLICIES  Basis
    of Presentation
           A-7




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##### Table of Contents



The
    Goodyear Tire & Rubber Company
    Latin America Farm Tire Business
    Notes to Combined Financial
    Statements  (Continued)
          Related
    Transactions
      Use of
    Estimates
   A-8




---



##### Table of Contents



The
    Goodyear Tire & Rubber Company
    Latin America Farm Tire Business
    Notes to Combined Financial
    Statements  (Continued)
  Revenue
    Recognition
    Cost
    of Goods Sold
    Shipping
    and Handling Fees and Costs
    Research
    and Development Costs
    Warranty
    Inventories
    Property,
    Plant and Equipment
    Foreign
    Currency Translation
   A-9




---



##### Table of Contents



The
    Goodyear Tire & Rubber Company
    Latin America Farm Tire Business
    Notes to Combined Financial
    Statements  (Continued)
    NOTE 2.
    INVENTORIES  2010


2009(In millions)Raw materials

$
8.2


$
5.1Work in process


1.0



1.1Finished products


4.0



3.8$
13.2


$
10.0     NOTE 3.
    OTHER
    CURRENT ASSETS    NOTE 4.
    PROPERTY,
    PLANT AND EQUIPMENT  2010


2009(In millions)Land and improvements

$
3.3


$
3.0Buildings and improvements


15.7



12.1Machinery and equipment


73.4



68.2Construction work in progress


1.8



4.794.2



88.0Accumulated depreciation


(54.1
)


(47.3
)40.1



40.7Spare parts


3.7



3.0$
43.8


$
43.7     NOTE 5.
    LEASED
    ASSETS    NOTE 6.
    COMPENSATION
    AND BENEFITS   A-10




---



##### Table of Contents



The
    Goodyear Tire & Rubber Company
    Latin America Farm Tire Business
    Notes to Combined Financial
    Statements  (Continued)
    NOTE 7.
    DEFERRED
    INCOME TAXES    2010


2009(In millions)Compensation and benefits

$
0.8


$
0.3Other


0.2



0.1Total deferred tax assets


1.0



0.4Property basis differences


(6.8
)


(6.3
)Total net deferred tax liabilities

$
(5.8
)

$
(5.9
)   NOTE 8.
    CONCENTRATIONS
    OF CREDIT RISK   A-11




---



##### Table of Contents



Appendix B   The
    Goodyear Tire & Rubber Company Latin America Farm Tire
    Business
    Combined Financial Statements March 31, 2011
    (Unaudited)
 B-1




---



##### Table of Contents



The
    Goodyear Tire & Rubber Company
    Latin America Farm Tire Business
    Combined Financial Statements
    March 31, 2011
    (Unaudited)
  B-2




---



##### Table of Contents



The
    Goodyear Tire & Rubber Company
    Latin America Farm Tire Business
    Combined Financial Statements
    March 31, 2011
    (Unaudited)
  Contents

Page(s)Combined Financial StatementsCombined Statements of Net Assets Sold

B-4Combined Statements of Revenue, Cost of Goods
    Sold and Direct Operating Expenses

B-5Notes to Combined Financial Statements

B-6-B-8  B-3




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##### Table of Contents



The
    Goodyear Tire & Rubber Company
    Latin America Farm Tire BusinessCombined Statements of Net Assets
    Sold
  March 31,


December 31,2011


2010(In millions)(Unaudited)ASSETSCurrent Assets:Cash (Note 1)

$
1.2


$
1.0Inventories (Note 2)


13.4



13.2Advances to employees (Note 3)


0.7



Asset tax credits and other current assets (Note 3)


0.6



0.9Deferred income taxes (Note 6)


0.4



0.5Total Current Assets


16.3



15.6Property, Plant and Equipment (Note 4)


43.6



43.8Other Assets


0.3



0.3Total Assets

$
60.2


$
59.7LIABILITIESCurrent Liabilities:Compensation and Benefits (Note 5)

$
3.6


$
2.9Compensation and Benefits (Note 5)


5.4



5.1Deferred Income Taxes (Note 6)


6.8



6.3Total Liabilities

$
15.8


$
14.3Net Assets Sold

$
44.4


$
45.4   
 B-4




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##### Table of Contents



The
    Goodyear Tire & Rubber Company
    Latin America Farm Tire Business
 Combined
    Statements of Revenue, Cost of Goods Sold and Direct Operating
    Expenses  Three Months EndedMarch 31,2011


2010(In millions)(Unaudited)Gross Revenue

$
35.7


$
33.4Less excise taxes


(7.3
)


(6.7
)Net Revenue


28.4



26.7Cost of Goods Sold


24.6



20.3Direct Operating Expenses


1.2



0.7Excess of Revenues over Cost of Goods Sold and Direct
    Operating Expenses

$
2.6


$
5.7   
 B-5




---



##### Table of Contents



The
    Goodyear Tire & Rubber Company
    Latin America Farm Tire BusinessNotes to Combined Financial Statements(Unaudited)
  NOTE 1.
    ACCOUNTING
    POLICIES  Basis
    of Presentation
           B-6




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##### Table of Contents



The
    Goodyear Tire & Rubber Company
    Latin America Farm Tire Business
    Notes to Combined Financial
    Statements  (Continued)
          Use of
    Estimates
    NOTE 2.
    INVENTORIES  March 31,


December 31,2011


2010(In millions)Raw materials

$
8.7


$
8.2Work in process


1.1



1.0Finished products


3.6



4.0$
13.4


$
13.2     NOTE 3.
    OTHER
    CURRENT ASSETS   B-7




---



##### Table of Contents



The
    Goodyear Tire & Rubber Company
    Latin America Farm Tire Business
    Notes to Combined Financial
    Statements  (Continued)
  NOTE 4.
    PROPERTY,
    PLANT AND EQUIPMENT  March 31,


December 31,2011


2010(In millions)Land and improvements

$
3.8


$
3.3Buildings and improvements


16.0



15.7Machinery and equipment


75.5



73.4Construction work in progress


1.0



1.896.3



94.2Accumulated depreciation


(56.4
)


(54.1
)39.9



40.1Spare parts


3.7



3.7$
43.6


$
43.8     NOTE 5.
    COMPENSATION
    AND BENEFITS    NOTE 6.
    DEFERRED
    INCOME TAXES    March 31,


December 31,2011


2010(In millions)Compensation and benefits

$
0.4


$
0.8Other


0.1



0.2Total deferred tax assets


0.5



1.0Property basis differences


(6.9
)


(6.8
)Total net deferred tax liabilities

$
(6.4
)

$
(5.8
)  B-8




---



##### Table of Contents



Appendix C  Titan
    International, Inc. Unaudited Pro Forma Consolidated Condensed
    Financial Information
 C-1




---



##### Table of Contents



TITAN
    INTERNATIONAL, INC.
  UNAUDITED
    PRO FORMA CONSOLIDATED CONDENSED FINANCIAL INFORMATION
        Form 10-K Form 10-Q.
   C-2




---



##### Table of Contents



TITAN
    INTERNATIONAL, INC.
  CONSOLIDATED
    CONDENSED BALANCE SHEETS (UNAUDITED)
 MARCH 31,
    2011
  Historical


Pro Forma





Pro FormaTitan


Adjustments





Titan(Amounts in thousands)ASSETSCurrent assetsCash and cash equivalents

$
230,048


$
(98,638
)


(b
)1,200



(a
)

$
132,610Accounts receivable


139,025



0







139,025Inventories


133,679



13,953



(a
)


147,632Deferred income taxes


12,791



400



(a
)


13,191Prepaid and other current assets


18,031



5,164



(a
)


23,195Total current assets


533,574



(77,921
)






455,653Property, plant and equipment, net


242,064



103,871



(a
)


345,935Other assets


49,332



38,955



(a
)


88,287Total assets

$
824,970


$
64,905






$
889,875LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccounts payable

$
45,186


$
167



(c
)

$
45,353Other current liabilities


65,547



19,968



(a
)


85,515Total current liabilities


110,733



20,135







130,868Long-term debt


312,881



0







312,881Deferred income taxes


9,385



6,800



(a
)


16,185Other long-term liabilities


41,114



38,137



(a
)


79,251Total liabilities


474,113



65,072







539,185Stockholders equityCommon stock


37



0







37Additional paid-in capital


375,746



0







375,746Retained earnings


12,782



(167
)


(c
)


12,615Treasury stock


(19,033
)


0







(19,033
)Treasury stock reserved for deferred compensation


(1,233
)


0







(1,233
)Accumulated other comprehensive loss


(17,442
)


0







(17,442
)Total stockholders equity


350,857



(167
)






350,690Total liabilities and stockholders equity

$
824,970


$
64,905






$
889,875  C-3




---



##### Table of Contents



TITAN
    INTERNATIONAL, INC.
  CONSOLIDATED
    CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
 YEAR
    ENDED DECEMBER 31, 2010
  GoodyearLatinAmericaHistorical


Farm Tire


Pro Forma





Pro FormaTitan


Business


Adjustments





Titan(Amounts in thousands, except earnings per share data)Net sales

$
881,591


$
112,000


$
0






$
993,591Cost of sales


767,662



90,800



553



(d
)3,911



(e
)(16,368
)


(f
)


846,558Gross profit


113,929



21,200



11,904







147,033Selling, general & administrative expenses


57,565



3,700



(703
)


(g
)


60,562Research and development expenses


6,317



0



0







6,317Royalty


9,263



0



2,240



(h
)


11,503Income from operations


40,784



17,500



10,367







68,651Interest expense


(26,667
)


0



0







(26,667
)Loss on note repurchase


(14,573
)


0



0







(14,573
)Other income (loss)


1,105



0



(191
)


(i
)4,252



(j
)


5,166Income before income taxes


649



17,500



14,428







32,577Provision for income taxes


291



0



12,452



(k
)


12,743Net income

$
358


$
17,500


$
1,976






$
19,834Earnings per common share:Basic

$
.01














$
.57Diluted


.01















.50Average common shares outstanding:Basic


34,896















34,895Diluted(l)


35,391















52,156  C-4




---



##### Table of Contents



TITAN
    INTERNATIONAL, INC.
  CONSOLIDATED
    CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
 THREE
    MONTHS ENDED MARCH 31, 2011
  GoodyearLatinAmericaHistorical


Farm Tire


Pro Forma





Pro FormaTitan


Business


Adjustments





Titan(Amounts in thousands, except earnings per share data)Net sales

$
280,829


$
28,400


$
0






$
309,229Cost of sales


224,557



24,600



972



(e
)(4,092
)


(f
)


246,037Gross profit


56,272



3,800



3,120







63,192Selling, general & administrative expenses


25,293



1,200



(416
)


(g
)


26,077Research and development expenses


1,183



0



0







1,183Royalty


2,917



0



568



(h
)


3,485Income from operations


26,879



2,600



2,968







32,447Interest expense


(6,280
)


0



0







(6,280
)Noncash convertible debt conversion charge


(16,135
)


0



0







(16,135
)Other income (loss)


193



0



(59
)


(i
)966



(j
)


1,100Income before income taxes


4,657



2,600



3,875







11,132Provision for income taxes


7,693



0



2,396



(k
)


10,089Net income (loss)

$
(3,036
)

$
2,600


$
1,479






$
1,043Earnings (loss) per common share:Basic

$
(.07
)













$
.03Diluted


(.07
)














.03Average common shares outstanding:Basic


40,511















40,511Diluted


40,511















40,839  C-5




---



##### Table of Contents



TITAN
    INTERNATIONAL, INC.
  NOTES TO
    PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
 UNAUDITED
    (a)
    
    To record the Goodyear Latin American farm tire business
    transaction based on the Companys initial allocation of
    the purchase price of $98.6 million. Allocation to assets
    include cash of $1.2 million; inventories of
    $14.0 million; deferred income taxes of $0.4 million;
    prepaid and other current assets of $5.2 million; plant,
    property and equipment of $103.9 million; and other assets
    of $39.0 million. The other current asset amount consist of
    $2.9 million for prepaid North American royalty;
    $1.0 million for prepaid Latin American royalty; and
    $1.3 million for assets at the Sao Paulo, Brazil facility.
    The other asset amount consists of $27.5 million for
    prepaid North American royalty; $11.2 million for prepaid
    Latin American royalty; and $0.3 million for assets at the
    Sao Paulo, Brazil facility. Liabilities recorded in the
    transaction include $20.0 million of other current
    liabilities; $6.8 million of deferred income taxes; and
    $38.1 million of other long-term liabilities. The other
    current liability amount consists of $16.4 million for
    supply agreement liability and $3.6 million for liabilities
    at the Sao Paulo, Brazil facility. The other long-term liability
    amount consists of $32.7 million for supply agreement
    liability and $5.4 million for liabilities at the Sao
    Paulo, Brazil facility. All assets and liabilities have been
    stated at their preliminary fair value. The Company is currently
    in the process of completing the fair value determination
    process. The final fair value allocation by the Company may
    differ from the allocation reflected herein.(b)
    
    To record cash used to fund the acquisition of the Goodyear
    Latin American farm tire purchase.(c)
    
    To record a liability for post acquisition transaction costs.(d)
    
    To record the sales of inventory costs which were grossed up to
    fair value at the acquisition date.(e)
    
    To record the additional depreciation the Company would have
    recorded on the Latin American farm tire property, plant and
    equipment if the Company had acquired these assets on
    January 1, 2010. The difference is the result of fair value
    adjustments recorded as of the acquisition date.(f)
    
    To record the amortization of the supply agreement liability.
    These supply agreements were a part of the Goodyear Latin
    American farm tire business transaction.(g)
    
    To remove direct and incremental transaction costs related to
    the Goodyear Latin American farm tire business acquisition which
    were included in the Companys historical financial results.(h)
    
    To record 2% trademark and technology royalty on certain tire
    sales pursuant to the related purchase agreement.(i)
    
    To record the reduction of interest income on the Companys
    cash balance. The Company had an average interest income rate of
    0.194% for 2010 and 0.238% for the first quarter of 2011.(j)
    
    To record the amortization of the discount on the prepaid
    royalty. For the year ended December 31, 2010,
    $3.1 million of this amortization was from the North
    American prepaid royalty and $1.2 million was from the
    Latin American prepaid royalty. For the three months ended
    March 31, 2011, $0.7 million of this amortization was
    from the North American prepaid royalty and $0.3 million
    was from the Latin American prepaid royalty.(k)
    
    To record the pro forma income tax expense at 39% for the year
    ended December 31, 2010, and 37% for the three months ended
    March 31, 2011.(l)
    
    As a result of the increased pro forma income amount,
    convertible notes which were not dilutive in the historical
    Titan results were dilutive in the pro forma Titan results. This
    accounts for the difference in the number of diluted shares
    outstanding. C-6




---



##### Table of Contents



PART II
  INFORMATION
    NOT REQUIRED IN PROSPECTUS
  Item 20.
    Indemnification
    of Directors and Officers               II-1




---



##### Table of Contents



Item 21.
    Exhibits
    and Financial Statement Schedules    
 Incorporated byExhibit



Reference toNo.

Description

Exhibit No.

File No.3
.1

Amended and Restated Articles of Incorporation of Titan
    International, Inc., as amended

3 to
    Form 10-Q
    filed
    on October 28, 2010

001-129363
.2

Bylaws of Titan International, Inc.

3.2 to
    Form S-4
    filed on
    September 22, 1993

33-692283
.3

Articles of Incorporation of Titan Wheel Corporation of Illinois

3.5 to
    Form S-4
    filed on
    April 4, 2007

333-1418653
.4

Bylaws of Titan Wheel Corporation of Illinois

3.6 to
    Form S-4
    filed on filed on
    April 4, 2007

333-1418653
.5

Articles of Incorporation of Titan Tire Corporation

3.15 to
    Form S-4
    filed on filed on
    April 4, 2007

333-1418653
.6

Bylaws of Titan Tire Corporation

3.16 to Form S-4
    filed on filed on
    April 4, 2007

333-1418653
.7

Articles of Incorporation of Titan Tire Corporation of Bryan

3.17 to Form S-4
    filed on filed on
    April 4, 2007

333-1418653
.8

Bylaws of Titan Tire Corporation of Bryan

3.18 to
    Form S-4
    filed on filed on
    April 4, 2007

333-1418653
.9

Articles of Incorporation of Titan Tire Corporation of Freeport

3.19 to
    Form S-4
    filed on filed on
    April 4, 2007

333-1418653
.10

Bylaws of Titan Tire Corporation of Freeport

3.20 to
    Form S-4
    filed on filed on
    April 4, 2007

333-1418654
.1

Indenture dated as of October 1, 2010 among Titan
    International, Inc., the Guarantors party thereto, and
    U.S. Bank National Association, as Trustee and Collateral
    Trustee

4.1 to Form 8-K
    filed on
    October 5, 2010

001-129364
.2

Exchange and Registration Rights Agreement dated as of
    October 1, 2010 by and among Titan International, Inc., the
    Guarantors party thereto, and Goldman, Sachs & Co., as
    representative of the Initial Purchasers identified therein

**4
.3

Form of 7.875% Senior Secured Notes due 2017

(included as Exhibit A
    to Exhibit 4.1)4
.4

Form of Guarantee relating to 7.875% Senior Secured Notes
    due 2017

(included as Exhibit D
    to Exhibit 4.1)5
.1

Opinion of Davis & Gilbert LLP

*5
.2

Opinion of Schmiedeskamp, Robertson, Neu & Mitchell LLP

** 
 II-2




---



##### Table of Contents



Incorporated byExhibit



Reference toNo.

Description

Exhibit No.

File No.5
.3

Opinion of Burkey, Burkey & Scher, Co., LPA

**8
.1

Tax Opinion of Bodman PLC

**10
.1

Amended and Restated Credit Agreement among the Company and Bank
    of America, N.A. dated as of January 30, 2009

10.3 to Form 10-K
    filed on
    February 25, 2010

001-1293610
.2

First Amendment to Amended and Restated Credit Agreement dated
    as of September 9, 2010

10.4 to Form 8-K
    filed on
    September 9, 2010

001-1293610
.3

Second Amendment to Amended and Restated Credit Agreement dated
    as of January 7, 2011

10.5 to Form 8-K
    filed on
    January 7, 2011

001-1293612
.1

Computation of Ratio of Earnings to Fixed Charges

**21
.1

Subsidiaries of Titan International, Inc.

21 to
    Form 10-K
    filed on
    February 24, 2011

001-1293623
.1

Consent of PricewaterhouseCoopers LLP, independent auditors for
    the Registrant

*23
.2

Consent of Davis & Gilbert LLP

(contained in
    Exhibit 5.1)23
.3

Consent of Schmiedeskamp, Robertson, Neu & Mitchell LLP

(contained in
    Exhibit 5.2)23
.4

Consent of Burkey, Burkey & Scher, Co., LPA

(contained in
    Exhibit 5.3)23
.5

Consent of Bodman PLC

(contained in
    Exhibit 8.1)23
.6

Consent of PricewaterhouseCoopers LLP

**24
.1

Powers of Attorney

**25
.1

Statement of Eligibility and Qualification under the
    Trust Indenture Act of 1939 of U.S. Bank National
    Association, as Trustee, on
    Form T-1,
    relating to the 7.875% Senior Secured Notes due 2017

**99
.1

Form of Letter of Transmittal and Consent

**99
.2

Form of Letter to Brokers, Dealers, Commercial Banks, Trust
    Companies and other Nominees

**99
.3

Form of Letter to Clients

**  
    *
    
    Filed herewith**
    
    Previously filed II-3




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Item 22.
    Undertakings                             II-4




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II-5




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SIGNATURES
 
   
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    II-6




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*By:
    /s/  Cheri
    T. Holley  
 II-7




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SIGNATURES
 
   
    By:
    *     
   
  
      
      
   
  *By:
    /s/  Cheri
    T. Holley 
 
 
  
 
  
 II-8




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##### Table of Contents



SIGNATURES
 
   
    By:
    *     
   
  
      
      
   
  *By:
    /s/  Cheri
    T. Holley 
 
 
  
 
  
 II-9




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##### Table of Contents



SIGNATURES
 
   
    By:
    *     
   
  
      
      
   
  *By:
    /s/  Cheri
    T. Holley 
 
 
  
 
  
 II-10




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##### Table of Contents



SIGNATURES
 
   
    By:
    *     
   
  
      
      
   
  *By:
    /s/  Cheri
    T. Holley 
 
 
  
 
  
 II-11




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##### Table of Contents



EXHIBIT INDEX
  
 Incorporated byExhibit



Reference toNo.

Description

Exhibit No.

File No.3
.1

Amended and Restated Articles of Incorporation of Titan
    International, Inc., as amended

3 to
    Form 10-Q
    filed
    on October 28, 2010

001-129363
.2

Bylaws of Titan International, Inc.

3.2 to
    Form S-4
    filed on
    September 22, 1993

33-692283
.3

Articles of Incorporation of Titan Wheel Corporation of Illinois

3.5 to
    Form S-4
    filed on
    April 4, 2007

333-1418653
.4

Bylaws of Titan Wheel Corporation of Illinois

3.6 to
    Form S-4
    filed on filed on
    April 4, 2007

333-1418653
.5

Articles of Incorporation of Titan Tire Corporation

3.15 to
    Form S-4
    filed on filed on
    April 4, 2007

333-1418653
.6

Bylaws of Titan Tire Corporation

3.16 to Form S-4
    filed on filed on
    April 4, 2007

333-1418653
.7

Articles of Incorporation of Titan Tire Corporation of Bryan

3.17 to Form S-4
    filed on filed on
    April 4, 2007

333-1418653
.8

Bylaws of Titan Tire Corporation of Bryan

3.18 to
    Form S-4
    filed on filed on
    April 4, 2007

333-1418653
.9

Articles of Incorporation of Titan Tire Corporation of Freeport

3.19 to
    Form S-4
    filed on filed on
    April 4, 2007

333-1418653
.10

Bylaws of Titan Tire Corporation of Freeport

3.20 to
    Form S-4
    filed on filed on
    April 4, 2007

333-1418654
.1

Indenture dated as of October 1, 2010 among Titan
    International, Inc., the Guarantors party thereto, and
    U.S. Bank National Association, as Trustee and Collateral
    Trustee

4.1 to Form 8-K
    filed on
    October 5, 2010

001-129364
.2

Exchange and Registration Rights Agreement dated as of
    October 1, 2010 by and among Titan International, Inc., the
    Guarantors party thereto, and Goldman, Sachs & Co., as
    representative of the Initial Purchasers identified therein

**4
.3

Form of 7.875% Senior Secured Notes due 2017

(included as Exhibit A
    to Exhibit 4.1)4
.4

Form of Guarantee relating to 7.875% Senior Secured Notes
    due 2017

(included as Exhibit D
    to Exhibit 4.1)5
.1

Opinion of Davis & Gilbert LLP

*5
.2

Opinion of Schmiedeskamp, Robertson, Neu & Mitchell LLP

**5
.3

Opinion of Burkey, Burkey & Scher, Co., LPA

**8
.1

Tax Opinion of Bodman PLC

**10
.1

Amended and Restated Credit Agreement among the Company and Bank
    of America, N.A. dated as of January 30, 2009

10.3 to Form 10-K
    filed on
    February 25, 2010

001-12936




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##### Table of Contents



Incorporated byExhibit



Reference toNo.

Description

Exhibit No.

File No.10
.2

First Amendment to Amended and Restated Credit Agreement dated
    as of September 9, 2010

10.4 to Form 8-K
    filed on
    September 9, 2010

001-1293610
.3

Second Amendment to Amended and Restated Credit Agreement dated
    as of January 7, 2011

10.5 to Form 8-K
    filed on
    January 7, 2011

001-1293612
.1

Computation of Ratio of Earnings to Fixed Charges

**21
.1

Subsidiaries of Titan International, Inc.

21 to
    Form 10-K
    filed on
    February 24, 2011

001-1293623
.1

Consent of PricewaterhouseCoopers LLP, independent auditors for
    the Registrant

*23
.2

Consent of Davis & Gilbert LLP

(contained in
    Exhibit 5.1)23
.3

Consent of Schmiedeskamp, Robertson, Neu & Mitchell LLP

(contained in
    Exhibit 5.2)23
.4

Consent of Burkey, Burkey & Scher, Co., LPA

(contained in
    Exhibit 5.3)23
.5

Consent of Bodman PLC

(contained in
    Exhibit 8.1)23
.6

Consent of PricewaterhouseCoopers LLP

**24
.1

Powers of Attorney

**25
.1

Statement of Eligibility and Qualification under the
    Trust Indenture Act of 1939 of U.S. Bank National
    Association, as Trustee, on
    Form T-1,
    relating to the 7.875% Senior Secured Notes due 2017

**99
.1

Form of Letter of Transmittal and Consent

**99
.2

Form of Letter to Brokers, Dealers, Commercial Banks, Trust
    Companies and other Nominees

**99
.3

Form of Letter to Clients

**  
    *
    
    Filed herewith**
    
    Previously filed