TITAN INTERNATIONAL, INC. FORM 10-K DECEMBER 31, 2005

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, dated as of November 1, 2005, between Titan International, Inc., a Illinois corporation (“Titan” or “the Company”) and its successor (s), and Ernie Rodia (“Executive”) (hereinafter, as amended or modified and in effect called “Agreement”). The effective date of this Agreement (the “Effective Date”) shall be November 1, 2005.

INTENDING TO BE LEGALLY BOUND HEREBY, the parties agree as follows:

1. Position. Titan agrees to employ Executive and Executive agrees to accept employment as Executive Vice President and Chief Operating Officer of Titan International, Inc. pursuant to the terms of this Agreement. Executive will perform such services in the capacity of Executive Vice President and Chief Operating Officer as may be assigned to him by the By-laws and, from time to time by the President, CEO or Chairman of Titan during the Employment Term and, if applicable, during the Extended Employment Term, (as such terms are defined in Section 2). Executive will devote such of his business skill, time and effort to his employment hereunder as shall be reasonably necessary to discharge his obligations hereunder.

2. Employment Term. Executive’s term of employment by Titan under this Agreement will begin on the Effective Date and will terminate on the date three years after the Effective Date (the “Employment Term”), unless terminated earlier as provided in Sections 5 and 6 hereof.

Subject to the provisions of Sections 5 and 6 of this Agreement, this Agreement shall be extended for an additional one year period with consent of the parties, and similarly shall be extended by successive one-year periods from year to year thereafter (collectively, such one-year renewal periods are hereinafter referred to as the “Extended Employment Term”), unless the parties have not agreed in writing to extend said employment. If either party desires not to continue the employment of Executive under this Agreement beyond the Employment Term, or, if applicable, beyond the Extended Employment Term (the last day of the Employment Term, or the last day of the Extended Employment Term, if applicable, is hereinafter referred to as the “Termination Date”), that party shall at least sixty (60) days prior to the Termination Date shall notify the other party of nonrenewal. Unless the notice of nonrenewal is thereafter revoked prior to the Termination Date by the party giving notice, and the party receiving notice of such nonrenewal consents in writing to the revocation thereof, the employment of Executive under this Agreement shall terminate effective on the Termination Date. Any notice of nonrenewal, revocation of nonrenewal or consent to revocation of nonrenewal given by Titan shall be authorized by the President, CEO or Chairman of Titan.

3. Direct Compensation. For his service hereunder during the Employment Term and, if applicable, during the Extended Employment Term, Executive will receive a base salary payable at an annual rate of $ 300,000.00 (the “Base Salary”), to be paid in accordance with the normal practices for remunerating Titan executive management. Nothing in this Agreement will be deemed to prohibit an increase at any time in the Base Salary if Titan’s Board of Directors approves. (The Base Salary, if so adjusted, is herein called the “Adjusted Base Salary”). In addition to salary, each calendar year, the Executive shall be entitled to receive a minimum bonus of twenty-five percent (25%) up to a maximum of hundred percent (100%) of his salary based on performance with specified criteria. The Board of Directors will establish the bonus and performance standards at the beginning of each year. The Executive shall receive stock options of up to a minimum of fifty percent (50%) of his base salary in shares of the Company stock under the Company Stock Incentive Plan that shall vest and become exercisable as prescribed by the Plan. The Executive during the Employment term shall be entitled to four weeks of vacation plus Titan designated holidays in each year and shall, during such periods, be entitled to remuneration as hereinbefore provided.

4. Benefits. In addition to the benefits described in Sections 4, 5 and 6, Executive and, as applicable, Executive’s family, shall be entitled to participate during the Employment Term, and if applicable, during the Extended Employment Term in all of Titan’s then prevailing Executive benefit plans and programs which are generally available to Titan executive management, including without limitation, any group life, accidental death and dismemberment insurance plans and/or benefits, 401k or other plans (collectively, the “ Benefits”), no medical or dental benefits are being offered to the Executive or his family.

5. Death or Disability. In the event of Executive’s death or disability (hereinafter defined) during the Employment Term, or, if applicable, during the Extended Employment Term, Titan shall pay Executive, his designated beneficiary or estate, in addition to all payments due under Section 4, 5 and 6, the Supplemental Death or Disability Benefits, as the case may be, as described below.

5.1 Supplemental Death Benefit. In the event of Executive’s death during the Employment Term, or if applicable, during the Extended Employment Term, Titan shall pay Executive’s estate a lump sum equal to all earned yet unpaid Base Salary or Adjusted Base Salary, if any, in effect as at such date of death plus the full amount of such Base Salary or Adjusted Base Salary for a period ending six (6) months following the month during which the date of such death occurred (even if such six month period extends beyond the Termination Date), and thereafter during the remainder of the Employment Term, or, if applicable, the Extended Employment Term, fifty percent (50%) of Executive’s Base Salary. In addition, Titan shall continue to provide Executive’s family with the Benefits from the date of Executive’s death until the later of (1) the expiration of the Employment Term or, if applicable, the Extended Employment Term or (2) six months.

5.2 Supplemental Disability Benefits. In the event of Disability of Executive (as hereinafter defined), the majority of Titan’s Board of Directors as then constituted, at its election and upon 30 days written notice to Executive, may terminate the employment of Executive under this Agreement effective as of the last day of the month within which the end of such 30-day period occurs (the “Disability Termination Date”). For purposes of this Agreement the term “Disability” shall mean the inability of Executive to engage in his regular occupation as a senior executive officer of a corporation generally comparable to Titan at a level of compensation commensurate with his education, training and experience for a substantially continue period which has extended or will foreseeable extend beyond six months in duration as a result of sickness, bodily injury, or mental or emotional disease or disorder of any type, excluding attempted suicide or intentionally self-inflicted injury. Upon termination of the employment of Executive by reason of Disability, the liabilities of Titan will be as follows:

(a) During the periods referred to in (i) and (ii) below, Titan shall continue to provide the Executive with the following direct compensation: (i) commencing with the first day of the month next succeeding the Disability Termination Date, a lump sum equal to all earned yet unpaid Base Salary or Adjusted Base Salary, if any, in effect as of such Disability Termination Date plus a monthly amount which shall be equal to one-twelfth of Executive’s Base Salary or Adjusted Base Salary, in effect as at such Disability Termination Date, for a period of 24 months following such Disability Termination Date (the “Disability Benefit Continuation Period”); and (ii) for the period, if any, of Disability that extends beyond the Disability Benefit Continuation Period referred to in (i) above, and until the date the Executive attains age 65 or, if sooner, his death, a monthly amount which shall be equal to one-twelfth of fifty percent (50%) of Executive’s Base Salary; provided, however, that the monthly amounts payable under (i) and (ii) above shall be reduced by an amount equal to the sum of the amount of monthly benefits then actually received by Executive pursuant to (A) any long-term disability insurance plan then generally provided to executive management by Titan, and (B) any supplemental disability insurance program then provided to Executive by Titan.

(b) During the Disability Benefit Continuation Period, Titan shall continue to provide Executive with full participation in the benefits described in Sections 4, 5.1 and 5.2.

If there should be any dispute between the parties as to Executive’s incapacity or physical or mental disability at any time, such dispute shall be determined by the written opinion of an impartial reputable physician agreed upon for this purpose by the parties or their representatives or, failing Agreement by the parties within twenty (20) business days of the request by either party to the other, by a panel of three impartial reputable physicians to be selected within twenty (20) business day of request by either party to the other, one by Executive and one by Titan, respectively, and one by the two physicians so selected. If the physician selected by Titan and Executive should fail to select the third physician within ten (10) business days of their appointment, or if either Titan or Executive should fail to select a physician, the remaining member(s) of the panel shall be appointed by Director of Mayo Clinic of Rochester, MN. The opinion of the majority of the panel as to the matter in dispute shall be final and binding on the parties. Executive shall submit to such examination(s) as may be necessary for the purposes herein.

6. Termination. Executive’s employment under this Agreement may be terminated by Titan upon the occurrence of any of the following events:

6.1 Termination for Cause. If Titan terminates the Executive’s employment for cause, for this purpose, “Termination for Cause” shall mean (i) termination of the Executive’s employment for willful or gross neglect of duties hereunder, or willful or gross misconduct in the performance of such duties, so as to cause material harm to Titan and its subsidiaries considered as a whole, determined in good faith by the President, CEO or Chairman, (ii) termination following a judicial determination that Executive has committed fraud, misappropriation or embezzlement against Titan or (iii) termination due to Executive’s having committed any felony for which he is convicted and which, as determined in good faith by the President, CEO or Chairman and results in material harm to Titan and its subsidiaries considered as a whole. Upon the occurrence of a Termination for Cause, Titan’s obligations under this Agreement shall terminate.

6.2 Termination Without Cause. If Titan terminates the Executive’s employment and unless such termination shall be pursuant to Section 5 or 6.1, such termination shall, in all cases, constitute “Termination Without Cause” with effect from the date of action by Titan. Any demotion from the position of Chief Operating Officer set forth in Section 1, or any material reduction in the authorities inherent to such position, in each instance unless made with Executive’s prior written consent, or upon a termination pursuant to Sections 5 or 6.1, or any non-payment or reduction in the Base Salary or Adjusted Base Salary then in effect or any other breach by Titan of this Agreement shall be deemed to constitute Termination Without Cause:

(a) In the event of Executive’s Termination Without Cause, Titan shall remain obligated to pay Executive 100% of his Base Salary or Adjusted Base Salary then in effect from the effective date of the Termination Without Cause, to the termination date of the Employment Term but in no event beyond the Employment Term or, if applicable, the Extended Employment Term, plus benefits described in Sections 4, 5 and 6 during the Employment Term;

(b) In the event of Executive’s Termination Without Cause, Titan agrees to provide for of the Executive and his spouse and dependents which live in the household shall receive, at not cost and expense to them for the remaining Employment term, benefits provided or furnished or made available to the Executive under this Agreement. Titan shall pay the full premiums for all such benefits taken by the Executive as well as all other charges and expenses for providing such benefits;

(c) In the event of Executive’s Termination Without Cause, Titan agrees all outstanding stock options and the Employer match under Titan’s 401k Plan for the Executive shall vest 100% immediately; and

(d) In the event of Executive’s Termination Without Cause, Titan shall provide, as a condition of any such sale, that the acquiring corporation and successor shall assume this Agreement and become obligated to perform all of the terms and conditions hereof.

7. Successors and Assigns. This Agreement shall be binding upon any successor or assigns of Titan and a successor or assigns shall be any surviving corporation under which it might be merged or consolidated or the purchaser of substantially all of the assets of Titan.

8. Termination. This Agreement shall terminate on October 31, 2008 unless extended in writing by the parties. Any extension shall be for one year periods.

9. Expenses. Titan will pay or reimburse Executive for any expenses reasonably incurred by him in furtherance of his duties hereunder, including, without limitation expenses for entertainment, travel (including automobile operating expenses), meals, hotel accommodations and other ordinary and necessary activities incurred on behalf of the company, subject to reasonable documentation of such expenses by Executive.

10. Inventions and Improvements. Any invention or development of any kind related to Titan’s business made or conceived by Executive (solely, jointly or in conjunction with anyone else) while he is employed by Titan pursuant to this Agreement shall be promptly disclosed by Executive to Titan and shall be the sole property of Titan. Executive shall execute an assignment to Titan, or to another designated by it, of his entire claim to and interest in each such invention or development. Executive undertakes to sign all lawful papers and, at Titan’s expense, to assist it in every lawful way to obtain and sustain patents or copyrights for its benefit in any such inventions or developments when requested by Titan. Executive shall not be entitled to compensation beyond his Base Salary or Adjusted Base Salary for the performance of any such acts.

11. Confidential Information.. Executive acknowledges that by reason of his employment with Titan he has and will hereafter, from time to time during his Employment Term, and, if applicable, during the Extended Employment Term, become exposed to and/or become knowledgeable about proposals, plans, inventions, practices, systems, programs, formulas, customer lists, and other forms of business information which are not known to Titan’s competitors and which are not recognized as being encompassed within standard business management practices and which are kept secret and confidential by Executive (the “Confidential Information”). Executive therefore agrees that at no time during or after the period of his employment by Titan will he disclose or use the Confidential Information except as may be required in the prudent course of business for the benefit of Titan, provided, that no payment required to be made by Titan under the terms of this Agreement including the Exhibits hereto after termination of the employment of Executive shall be subject to any right of set-off, counterclaim, defense, abatement, suspension, deferment or reduction by reason of any claim against Executive based upon breach of the covenant in this Section 12 other than execution of an unsatisfied final judgment rendered by a court of competent jurisdiction.

12. Competition. Executive hereby agrees that until the termination of his employment under this Agreement, and for a period of three (3) years thereafter, he will not, unless authorized in writing to do so by Titan, directly or indirectly own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed or otherwise connected in any substantial manner with any business which directly competes to a material extent with line of business of Titan or its subsidiaries that is material to the businesses, financial condition or prospects of Titan and its subsidiaries considered as a whole; provided that nothing in this paragraph shall prohibit Executive from acquiring up to 5% of any class of outstanding equity securities of any corporation whose equity securities are regularly traded on a national securities exchange or in the “over-the-counter market”.

13. Relocation. Executive shall not be required to relocate his residence during the Employment Term or, if applicable, during the Extended Employment Term, without his consent. If the Board of Directors of Titan approves or requires relocation of its executive from Knoxville, TN and if such relocation reasonably would require Executive to move and thereby sell his present residence and purchase a different one and if Executive consents to relocate his residence to such new location, then Titan shall pay all reasonably requested moving and relocation expenses including but not limited to real estate commissions, legal fees and costs, appraisals, title insurance, surveys and inspections directly related to such sale and closing and financing costs directly related to the purchase or construction of a new residence. In addition, Titan will indemnify Executive for any net loss (measured by the difference between (a) the average of two current appraisals by recognized appraisers mutually agreed upon by the parties, and (b) the actual selling price of the residence) arising from the sale of his residence (caused by such required relocation): provided, however, that Titan shall alternatively have a right of first refusal to acquire the residence at the average appraisal price giving rise to such loss. Notwithstanding the foregoing, Executive shall have the right to relocate his residence and perform his services hereunder at a location other than Titan’s Corporate Headquarters or the successor location thereto, so long as such relocation and performance of services does not prevent the fulfillment of his duties and obligations hereunder.

14. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or any breach thereof, shall be settled by arbitration in accordance with the rules of the American Arbitration Association and judgment upon such award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall be held in Illinois unless another location shall be mutually agreed to by the parties at the time of the arbitration. In any dispute between the parties as to which Executive is sustained on the claim(s) by or against him, Titan shall pay all legal fees incurred by Executive in connection with the dispute over such claim(s). If more than one is involved in any dispute and if Executive is sustained as to one or more of such claims but not as to all of such claims, there shall be a reasonable allocation of applicable legal expenses. Titan will reimburse Executive for those legal expenses determined by the arbitrator(s) or by the consent of the parties to be allocable to the claim or claims as to which Executive is upheld.

15. Binding Effect: Amendments. Executive’s undertakings hereunder will be binding regardless of (i) the duration of his employment with Titan; or (ii) the reasons for or manner of termination of his employment. This Agreement will bind and inure to the benefit of the heirs, personal representatives, successors and assigns of the parties, will supersede any prior understanding between the parties relating to the same subject matter and may be modified and varied only in writing signed by the parties hereto.

16. Notices. All notices hereunder shall be given in writing by personal delivery or by registered mail addressed to Titan at is principal place of business and to Executive at his residence address as then listed in Titan’s records.

17. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois and jurisdiction of the State of Illinois, Adams County 8^th Circuit Court.

18. Miscellaneous. (a) the failure of a party to insist on any occasion upon strict adherence to any term of this Agreement shall not be considered to be a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in writing signed by the party waiving any right; (b) the underlined captions in this Agreement at the beginning of Sections are for reference only and shall not be deemed to define or limit the provisions hereof or to affect their construction and application; (c) the parties agree that this Agreement may be executed in any number of counterparts, and in the event, each counterpart shall be deemed a complete original and be enforceable without reference to any other counterpart.

19. Survival. Termination of the Executive’s employment whether voluntary or involuntary, whether with or without cause, shall not relieve the Company and/or its successor (s) from their obligations hereunder. All of Sections 5 and 6 and shall survive the termination of this Agreement and shall not relieve the Company and/or successor from their obligations under these Sections.

Illinois		36-3228472
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Title of each class	Name of each exchange on which registered
Common stock, no par value	New York Stock Exchange (Symbol: TWI)


Part I.		Page

Item 1.	Business	3-9

Item 1A.	Risk Factors	9

Item 1B.	Unresolved Staff Comments	9

Item 2.	Properties	10

Item 3.	Legal Proceedings	10

Item 4.	Submission of Matters to a Vote of Security Holders.	10

Part II.

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	11

Item 6.	Selected Financial Data	12

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13-30

Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	30

Item 8.	Financial Statements and Supplementary Data	30

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	30

Item 9A.	Controls and Procedures	30

Item 9B.	Other Information	30

Part III.

Item 10.	Directors and Executive Officers of the Registrant	31

Item 11.	Executive Compensation	31

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	32

Item 13.	Certain Relationships and Related Transactions	32

Item 14.	Principal Accountant Fees and Services	32

Part IV.

Item 15.	Exhibits and Financials Statement Schedules	33

	Signatures	34

	High		Low		Dividends Declared
2005
First quarter	$	15.45	$	12.30	$	0.005
Second quarter		15.85		13.12		0.005
Third quarter		14.58		12.64		0.005
Fourth quarter		18.17		13.15		0.005

2004
First quarter	$	6.38	$	3.04	$	0.005
Second quarter		10.80		5.23		0.005
Third quarter		12.30		9.15		0.005
Fourth quarter		15.70		9.20		0.005

	Year Ended December 31,
		2005			2004		2003			2002			2001
Net sales	$	470,133		$	510,571	$	491,672		$	462,820		$	457,475
Gross profit		64,210			79,500		29,703			29,741			18,664
Income (loss) from operations		11,999			33,322		(16,220	)		(14,086	)		(33,465	)
(Loss) income before income taxes		(2,885	)		15,215		(33,668	)		(44,293	)		(46,386	)
Net income (loss)		11,042			11,107		(36,657	)		(35,877	)		(34,789	)
Net income (loss) per share - basic		.61			.62		(1.75	)		(1.73	)		(1.68	)
Net income (loss) per share - diluted		.60			.61		(1.75	)		(1.73	)		(1.68	)
Dividends declared per common share		.02			.02		.02			.02			.03

	As of December 31,
(All amounts in thousands)
		2005		2004			2003		2002		2001
Working capital	$	157,984	$	114,898(a	)	$	183,971	$	170,263	$	180,684
Current assets		206,167		154,668(a	)		286,946		254,569		262,723
Total assets		440,756		354,166(a	)		523,084		531,999		568,954
Long-term debt (b)		190,464		169,688(a	)		248,397		249,119		256,622
Stockholders’ equity		167,813		106,881(a	)		111,956		144,027		185,907
(a) Amounts were affected by the April 2004 sale of a majority interest in Titan Europe, which is no longer consolidated. See Note 4 to the consolidated financial statements. (b) Excludes amounts due within one year and classified as a current liability.

	As a Percentage of Net SalesYear ended December 31,
	2005			2004			2003
Net sales		100.0	%		100.0	%		100.0	%
Cost of sales		86.3			84.4			94.0
Gross profit		13.7			15.6			6.0

Selling, general and administrative expenses		6.7			7.1			8.8
Research and development expenses		0.2			0.4			0.5
Dyneer legal charge		3.2			0.0			0.0
Idled assets depreciation		1.0			1.0			0.0
Goodwill impairment on Titan Europe		0.0			0.6			0.0
Income (loss) from operations		2.6			6.5			(3.3	)

Interest expense		(1.8	)		(3.2	)		(4.1	)
Noncash convertible debt conversion charge		(1.6	)		0.0			0.0
Debt termination expense		0.0			(0.7	)		0.0
Other income		0.2			0.4			0.5
(Loss) income before income taxes		(0.6	)		3.0			(6.9	)
(Benefit) provision for income taxes		(2.9	)		0.8			0.6
Net income (loss)		2.3	%		2.2	%		(7.5	)%

	2005 (a)		2004 (a)		2003
Agricultural	$	0	$	24,264	$	79,237
Earthmoving/Construction		0		23,460		60,631
Consumer		0		1,722		3,856
Total	$	0	$	49,446	$	143,724

		December 31, 2005		2006
		Increase	Increase	Increase
	Percentage	(Decrease)	(Decrease)	(Decrease)
Assumptions	Change	PBO (a)	Equity (b)	Expense
Pension
Discount rate (c)	+/-.5	$(3,057)/$3,314	$3,057/$(3,314)	$(77)/$79
Expected return on assets	+/-.5			$(275)/$275

2005	Agricultural		Earthmoving/ Construction		Consumer			Reconciling Items			Consolidated Totals
Revenues from external customers	$	0.0	$	0.0	$	0.0		$	0.0		$	0.0
Income (loss) from operations		0.0		0.0		0.0			0.0(a	)		0.0

2004
Revenues from external customers	$	24.3	$	23.4	$	1.7		$	0.0		$	49.4
Income (loss) from operations		0.8		0.5		(0.1	)		(0.8(a	))		0.4

2003
Revenues from external customers	$	79.2	$	60.6	$	3.9		$	0.0		$	143.7
Income (loss) from operations		5.1		2.9		0.2			(2.8(a	))		5.4

	Payments due by period
Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Long-term debt (a) (b)	$	202,459	$	11,995	$	99,764	$	90,700	$	0
Long-term debt - Estimated interest (c)		39,631		13,022		23,747		2,862		0
Operating leases		4,011		1,660		1,981		370		0
Purchase obligations		3,136		1,223		1,580		333		0
Other long-term liabilities (d)		15,000		3,300		6,600		5,100		0
Total	$	264,237	$	31,200	$	133,672	$	99,365	$	0

Plan Category	(i) Number of securities to be issued upon exercise of outstanding options, warrants and rights			(ii) Weighted-average exercise price of outstanding options, warrants and rights		(iii) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (i))
Equity compensation plans approved by security holders		1,547,510	(a)		13.53		1,213,720
Equity compensation plans not approved by security holders		0			n/a		0
Total		1,547,510			13.53		1,213,720

ITEM 15 -	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) 1.	Financial Statements

	Management’s Responsibility for Financial Statements and Report on Internal Control Over Financial Reporting	F-1

	Report of Independent Registered Public Accounting Firm	F-2 through F-3

	Consolidated Statements of Operations for the years ended December 31, 2005, 2004 and 2003	F-4

	Consolidated Balance Sheets at December 31, 2005 and 2004	F-5

	Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2005, 2004 and 2003	F-6

	Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003	F-7

	Notes to Consolidated Financial Statements	F-8 through F-30

2.	Financial Statement Schedule

	Schedule II - Valuation Reserves	S-1

3.	Exhibits

	The accompanying Exhibit Index is incorporated herein by reference.

Date:	February 24, 2006	By:	/s/ MAURICE M. TAYLOR JR.
			Maurice M. Taylor Jr.
			Chief Executive Officer and Chairman

Signatures	Capacity

/S/ MAURICE M. TAYLOR JR.	Chief Executive Officer
Maurice M. Taylor Jr.	and Chairman
	(Principal Executive Officer)

/S/ KENT W. HACKAMACK	Vice President of Finance and Treasurer
Kent W. Hackamack	(Principal Financial Officer and
	Principal Accounting Officer)

/S/ ERWIN H. BILLIG	Director
Erwin H. Billig

/S/ EDWARD J. CAMPBELL	Director
Edward J. Campbell

/S/ RICHARD M. CASHIN JR.	Director
Richard M. Cashin Jr.

/S/ ALBERT J. FEBBO	Director
Albert J. Febbo

/S/ MITCHELL I. QUAIN	Director
Mitchell I. Quain

/S/ ANTHONY L. SOAVE	Director
Anthony L. Soave

Exhibit
No.	DESCRIPTION
3.1 (a)	Amended Restated Articles of Incorporation of the Company
3.2 (b)	Bylaws of the Company
10.1 (c)	1994 Non-Employee Director Stock Option Plan
10.2 (c)	1993 Stock Incentive Plan
10.3 (d)	Credit Agreement dated July 23, 2004, among the Company and LaSalle Bank National Association and General Electric Capital Corporation
10.4 (d)	Indenture between the Company and U.S. Bank National Association dated July 26, 2004
10.5 (e)	First Amendment to Credit Agreement among the Company and LaSalle Bank National Association and General Electric Capital Corporation dated February 16, 2005
10.6 (f)	2005 Equity Incentive Plan
10.7 (g)	Second Amendment to Credit Agreement among the Company and LaSalle Bank National Association dated October 21, 2005
10.8*	Employment Agreement for Mr. Rodia dated November 1, 2005
21*	Subsidiaries of the Registrant
23*	Consent of Independent Registered Public Accounting Firm
31.1*	Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32*	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	December 31
Assets	2005			2004
Current assets
Cash and cash equivalents	$	592		$	1,130
Accounts receivable (net of allowance of $5,654 and $4,259, respectively)		47,112			52,781
Inventories		122,692			84,658
Deferred income taxes		20,141			6,711
Prepaid and other current assets		15,630			9,388
Total current assets		206,167			154,668

Property, plant and equipment, net		140,382			80,644
Idled assets marketed for sale		18,267			31,245
Investment in Titan Europe Plc		48,467			30,040
Restricted cash deposits		0			24,500
Goodwill		11,702			11,702
Other assets		15,771			21,367

Total assets	$	440,756		$	354,166

Liabilities and Stockholders’ Equity
Current liabilities
Short-term debt (including current portion of long-term debt)	$	11,995		$	217
Accounts payable		24,435			26,733
Other current liabilities		11,753			12,820
Total current liabilities		48,183			39,770

Long-term debt		190,464			169,688
Deferred income taxes		13,581			9,164
Other long-term liabilities		20,715			28,663
Total liabilities		272,943			247,285

Commitments and contingencies: Notes 17, 25 and 26

Stockholders’ equity
Common stock (no par, 60,000,000 shares authorized, 30,577,356 and 27,555,081 issued, respectively)		30			27
Additional paid-in capital		255,299			203,239
Retained earnings		32,053			21,385
Treasury stock (at cost, 11,074,150 and 11,228,655 shares, respectively)		(99,817	)		(101,204	)
Accumulated other comprehensive loss		(19,752	)		(16,566	)
Total stockholders’ equity		167,813			106,881

Total liabilities and stockholders’ equity	$	440,756		$	354,166

	Number of common shares			Common Stock		Additional paid-in capital			Retained earnings			Treasury stock			Accumulated other comprehensive income (loss)			Total
Balance January 1, 2003		20,790,882		$	27	$	210,231		$	47,705		$	(88,963	)	$	(24,973	)	$	144,027

Comprehensive income (loss):
Net loss										(36,657	)								(36,657	)
Currency translation adjustment																8,460			8,460
Minimum pension liability, net of tax																(4,033	)		(4,033	)
Comprehensive (loss) income										(36,657	)					4,427			(32,230	)
Dividends paid on common stock										(419	)								(419	)
Issuance of treasury stock under 401(k) plan		623,938					(7,181	)					8,003						822
Treasury stock purchases		(217,500	)										(244	)					(244	)

Balance December 31, 2003		21,197,320			27		203,050			10,629			(81,204	)		(20,546	)		111,956

Comprehensive income (loss):
Net income										11,107									11,107
Currency translation adjustment																(584	)		(584	)
Minimum pension liability, net of tax																4,564			4,564
Comprehensive income										11,107						3,980			15,087
Dividends paid on common stock										(351	)								(351	)
Exercise of stock options		23,570					189												189
Treasury stock purchases		(4,894,464	)										(20,000	)					(20,000	)

Balance December 31, 2004		16,326,426			27		203,239			21,385			(101,204	)		(16,566	)		106,881

Comprehensive income (loss):
Net income										11,042									11,042
Currency translation adjustment																(3,168	)		(3,168	)
Minimum pension liability, net of tax																(18	)		(18	)
Comprehensive income										11,042						(3,186	)		7,856
Dividends paid on common stock										(374	)								(374	)
Gain on investee transaction, net of tax							10,471												10,471
Bond conversion		3,022,275			3		40,928												40,931
Exercise of stock options		135,860					568						1,220						1,788
Issuance of treasury stock under 401(k) plan		18,645					93						167						260

Balance December 31, 2005		19,503,206		$	30	$	255,299		$	32,053		$	(99,817	)	$	(19,752	)	$	167,813

	Year ended December 31,
Cash flows from operating activities:	2005			2004			2003
Net income (loss)	$	11,042		$	11,107		$	(36,657	)
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Depreciation and amortization		20,746			24,907			32,277
Noncash convertible debt conversion charge		7,225			0			0
Goodwill impairment		0			2,988			0
Noncash debt termination expense		0			1,486			0
Noncash portion of loss on investment		0			0			2,707
Undistributed earnings of unconsolidated affiliate		(2,024	)		(1,022	)		0
Deferred income tax (benefit) provision		(14,476	)		0			2,453
(Increase) decrease in current assets:
Accounts receivable		5,669			(10,822	)		4,749
Inventories		2,212			(8,804	)		1,023
Income tax refunds received		0			0			7,687
Prepaid and other current assets		1,938			(944	)		(390	)
Increase (decrease) in current liabilities:
Accounts payable		(2,298	)		4,689			(1,343	)
Other current liabilities		(260	)		140			3,382
Other, net		(6,875	)		(5,576	)		(5,506	)
Net cash provided by operating activities		22,899			18,149			10,382

Cash flows from investing activities:
Goodyear North American farm tire acquisition		(100,000	)		0			0
Capital expenditures		(6,752	)		(4,328	)		(14,564	)
Decrease (increase) in restricted cash deposits		24,500			24,609			(24,236	)
Proceeds from Titan Europe Plc sale		0			49,984			0
Loan to Titan Europe Plc		0			(9,227	)		0
Proceeds from sale of investments		0			0			4,636
Asset disposals		5,509			1,354			410
Net cash (used for) provided by investing activities		(76,743	)		62,392			(33,754	)

Cash flows from financing activities:
Proceeds from borrowings		0			115,348			30,297
Payment of debt		(1,296	)		(225,525	)		(23,037	)
Proceeds on revolving credit facility, net		54,700			44,400			0
Proceeds from exercise of stock options		1,500			0			0
Repurchase of common stock		0			(15,000	)		(244	)
Payment of financing fees		(1,500	)		(4,788	)		(200	)
Dividends paid		(358	)		(375	)		(419	)
Other, net		260			189			822
Net cash provided by (used for) financing activities		53,306			(85,751	)		7,219

Effect of exchange rate changes on cash		0			(216	)		660
Net decrease in cash and cash equivalents		(538	)		(5,426	)		(15,493	)
Cash and cash equivalents, beginning of year		1,130			6,556			22,049
Cash and cash equivalents, end of year	$	592		$	1,130		$	6,556

Significant noncash investing and financing activities
Building purchased with debt payments	$	12,950		$	0		$	0

	Years
Building and improvements		25
Machinery and equipment		10
Tools, dies and molds		5

Inventory	$	40,246
Prepaid and other current assets		4,680
Property, plant and equipment		55,074
	$	100,000

	2005			2004
Raw material	$	42,511		$	27,984
Work-in-process		10,939			13,439
Finished goods		74,793			51,054
		128,243			92,477
Adjustment to LIFO basis		(5,551	)		(7,819	)
	$	122,692		$	84,658

	2005		2004
Prepaid supplies	$	8,051	$	4,364
Other		7,579		5,024
	$	15,630	$	9,388

	2005			2004
Land and improvements	$	2,521		$	2,003
Buildings and improvements		63,572			34,426
Machinery and equipment		202,598			161,859
Tools, dies and molds		51,859			48,714
Construction-in-process		2,284			508
		322,834			247,510
Less accumulated depreciation		(182,452	)		(166,866	)
	$	140,382		$	80,644

	December 31, 2004
Current assets	$	122,333
Noncurrent assets		92,005
	$	214,338

Current liabilities	$	72,145
Noncurrent liabilities		38,987
Equity		103,206
	$	214,338

		Year ended
		December 31, 2004
Net sales	$	196,377
Gross profit		35,157
Income before provision for income taxes		13,111
Net income		6,210

	2005		2004
Note receivable from Titan Europe Plc	$	5,191	$	9,633
Deferred financing		4,014		4,494
Other		6,566		7,240
	$	15,771	$	21,367

		2005		2004
Wages and commissions	$	3,381	$	3,064
Insurance		2,430		2,017
Warranty		1,838		1,762
Taxes		432		2,977
Other		3,672		3,000
	$	11,753	$	12,820

	2005			2004
Warranty liability, January 1	$	1,762		$	1,508
Provision for warranty liabilities		2,622			2,390
Warranty payments made		(2,546	)		(2,136	)
Warranty liability, December 31	$	1,838		$	1,762

	2005		2004
Accrued pension liabilities	$	15,476	$	18,232
Accrued employment liabilities		2,775		2,896
Accrued stock purchase liability		0		5,000
Other		2,464		2,535
	$	20,715	$	28,663

	2005		2004
Revolving credit facility	$	99,100	$	44,400
Senior unsecured convertible notes		81,200		115,000
Industrial revenue bonds and other		22,159		10,505
		202,459		169,905
Less amounts due within one year		11,995		217
	$	190,464	$	169,688

2006	$	11,995
2007		98
2008		99,666
2009		81,200
2010		9,500
Thereafter		0
	$	202,459

	Currency Translation Adjustments			Minimum Pension Liability Adjustments			Total

Balance at January 1, 2004	$	2,569		$	(23,115	)	$	(20,546	)
Currency translation adjustment attributable
to Titan Europe Plc transaction		(1,672	)		0			(1,672	)
Currency translation adjustments		1,088			0			1,088
Minimum pension liability adjustment,
net of tax of $5,060		0			4,564			4,564
Balance at December 31, 2004		1,985			(18,551	)		(16,566	)
Currency translation adjustments		(3,168	)					(3,168	)
Minimum pension liability adjustment,
net of tax of $10		0			(18	)		(18	)
Balance at December 31, 2005	$	(1,183	)	$	(18,569	)	$	(19,752	)

	2005			2004
Deferred tax assets:
Net operating loss carryforward	$	14,120		$	15,107
Pension		5,619			6,850
Allowance for bad debts		2,148			1,684
Employee benefits and related costs		2,050			2,018
EPA reserve		1,236			1,320
Warranty		699			697
Inventory		459			0
Other		3,025			3,024
Gross deferred tax assets		29,356			30,700
Less valuation allowance		0			(12,381	)
Deferred tax assets		29,356			18,319

Deferred tax liabilities:
Fixed assets		(14,705	)		(17,587	)
Unrealized gain on available-for-sale security		(5,638	)		0
Foreign deferred gain		(2,453	)		(2,453	)
Inventory		0			(732	)
Deferred tax liabilities		(22,796	)		(20,772	)

Net deferred tax asset (liability)	$	6,560		$	(2,453	)

Change in benefit obligation:	2005			2004
Benefit obligation at beginning of year	$	75,748		$	74,814
Interest cost		4,158			4,465
Actuarial (gain) loss		(1,342	)		3,340
Benefits paid		(6,768	)		(6,871	)
Benefit obligation at end of year	$	71,796		$	75,748

Change in plan assets:
Fair value of plan assets at beginning of year	$	57,985		$	50,938
Actual return on plan assets		1,753			5,690
Employer contributions		3,832			8,228
Benefits paid		(6,768	)		(6,871	)
Fair value of plan assets at end of year	$	56,802		$	57,985

Reconciliation of funded status:	2005			2004
Benefit obligation more than plan assets	$	(14,994	)	$	(17,763	)
Unrecognized prior service cost		1,848			1,985
Unrecognized net loss		28,906			28,933
Unrecognized deferred tax liability		(337	)		(393	)
Net amount recognized within the consolidated balance sheet	$	15,423		$	12,762

Amounts recognized in consolidated balance sheet:
Prepaid benefit cost	$	483		$	470
Intangible asset		1,848			1,985
Accrued benefit costs		(15,476	)		(18,232	)
Accumulated other comprehensive loss		28,568			28,539
Net amount recognized within the consolidated balance sheet	$	15,423		$	12,762