Titan International (TWI) 8-K/A Financial Statements and Exhibits

Exhibit 99.2

TITAN INTERNATIONAL, INC.

UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL INFORMATION

The following Titan International, Inc. (Titan or the Company) unaudited pro forma consolidated condensed balance sheet as of June 30, 2006, and unaudited pro forma consolidated condensed statements of operations for the year ended December 31, 2005, and the six months ended June 30, 2006, give effect to the acquisition of the Continental Tire North America (Continental or CTNA) off-the-road (OTR) tire assets. The December 31, 2005 pro forma consolidated condensed statement of operations also gives effect to the Goodyear North American Farm Tire Acquisition for the period through September 30, 2005. The pro forma consolidated condensed balance sheet is presented as if the transaction had occurred on June 30, 2006, and the pro forma consolidated condensed statements of operations are presented as if the transaction had occurred on January 1, 2005.

The pro forma balance sheet and the pro forma statements of operations were derived by adjusting the historical financial statements of the Company. The adjustments are based on currently available information and, therefore, the actual adjustments may differ from the pro forma adjustments.

The pro forma statements of operations have also been derived from Continental off-the-road tire assets historical accounting records and are presented on a carve-out basis to include the historical operations applicable to the Bryan, Ohio, assets. The historical statements of revenue and certain expenses vary from an income statement in that they do not show certain expenses that were incurred in connection with the seller’s ownership of the acquired assets, including interest, corporate expenses, and income taxes. The seller did not segregate such operating cost information related to the off-the-road tire assets for financial reporting purposes and, therefore, any pro forma allocation would not be a reliable estimate of what these costs would actually have been had the Continental off-the-road tire assets been operated as a stand alone entity.

The pro forma consolidated condensed financial statements should be read in conjunction with the historical consolidated financial statements and the related notes thereto included in the Titan International, Inc. 2005 Annual Report on Form 10-K and the June 30, 2006, Quarterly Report on Form 10-Q.

The pro forma information is presented for illustrative purposes only and may not be indicative of the results that would have been obtained had the acquisition of assets actually occurred on the dates assumed nor is it necessarily indicative of Titan International, Inc.’s future consolidated results of operations or financial position.

TITAN INTERNATIONAL, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)

JUNE 30, 2006

(Amounts in thousands)

	Historical			Pro Forma				Pro Forma
Assets	Titan			Adjustments				Titan
Current assets
Cash and cash equivalents	$	239		$	0			$	239
Accounts receivable		98,231			0				98,231
Inventories		147,895			10,500	(a	)		158,395
Deferred income taxes		11,604			0				11,604
Prepaid and other current assets		16,848			1,000	(a	)		17,848
Total current assets		274,817			11,500				286,317
Property, plant and equipment, net		133,989			43,900	(a	)		177,889
Idled assets marketed for sale		16,121			0				16,121
Investment in Titan Europe Plc		52,177			0				52,177
Goodwill		11,702			0				11,702
Other assets		15,247			1,000	(a	)		16,247
Total assets	$	504,053		$	56,400			$	560,453
Liabilities and Stockholders’ Equity
Current liabilities
Short-term debt (including current portion of LT debt)	$	5,501		$	0			$	5,501
Accounts payable		62,680			0				62,680
Other current liabilities		24,200			3,5000	(b	)		27,700
Total current liabilities		92,381			3,500				95,881
Long-term debt		189,615			52,900	(c	)		242,515
Deferred income taxes		14,880			0				14,880
Other long-term liabilities		19,468			0				19,468
Total liabilities		316,344			56,400				372,744
Stockholders’ equity
Common stock		30			0				30
Additional paid-in capital		256,831			0				256,831
Retained earnings		46,052			0				46,052
Treasury stock		(97,864	)		0				(97,864	)
Accumulated other comprehensive loss		(17,340	)		0				(17,340	)
Total stockholders’ equity		187,709			0				187,709
Total liabilities and stockholders’ equity	$	504,053		$	56,400			$	560,453

TITAN INTERNATIONAL, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

YEAR ENDED DECEMBER 31, 2005

(Amounts in thousands, except earnings per share data)

				Goodyear
				North		Goodyear							CTNA OTR
	Historical			American		Pro Forma					CTNA		Pro Forma					Pro Forma
	Titan			Farm Assets		Adjustments					OTR		Adjustments					Titan
Net sales	$	470,133		$	191,082	$	0				$	113,890	$	0				$	775,105
Cost of sales		405,923			175,101		(774	)	(d	)		90,637		1,715		(h	)		672,602
Gross profit		64,210			15,981		774					23,253		(1,715	)				102,503
Selling, general & administrative expenses		31,433			5,708		6,422		(e	)		7,880		0					51,443
Research and development expenses		837			171		0					0		0					1,008
Dyneer legal charge		15,205			0		0					0		0					15,205
Idled assets marketed for sale depreciation		4,736			0		0					0		0					4,736
Income (loss) from operations		11,999			10,102		(5,648	)				15,373		(1,715	)				30,111
Interest expense		(8,617	)		0		(4,511	)	(f	)		0		(3,329	)	(i	)		(16,457	)
Noncash convertible debt conversion charge		(7,225	)		0		0					0		0					(7,225	)
Other income		958			0		0					1,013		0					1,971
(Loss) income before income taxes		(2,885	)		10,102		(10,159	)				16,386		(5,044	)				8,400
(Benefit) provision for income taxes		(13,927	)		0		0		(g	)		0		4,537		(j	)		(9,390	)
Net income (loss)	$	11,042		$	10,102	$	(10,159	)			$	16,386	$	(9,581	)			$	17,790
Earnings (loss) per common share:
Basic	$	.61																$	.99
Diluted		.60																	.92
Average common shares outstanding:
Basic		18,053																	18,053
Diluted (k)		18,284																	25,430

TITAN INTERNATIONAL, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2006

(Amounts in thousands, except earnings per share data)

	Historical			CTNA		Pro Forma					Pro Forma
	Titan			OTR		Adjustments					Titan
Net sales	$	357,771		$	70,579	$	0				$	428,350
Cost of sales		304,215			53,315		881		(h	)		358,411
Gross profit		53,556			17,264		(881	)				69,939
Selling, general & administrative expenses		19,954			3,559		0					23,513
Royalty expense		2,839			0		0					2,839
Idled assets marketed for sale depreciation		1,820			0		0					1,820
Income from operations		28,943			13,705		(881	)				41,767
Interest expense		(7,432	)		0		(2,023	)	(l	)		(9,455	)
Other income		2,149			524		0					2,673
Income before income taxes		23,660			14,229		(2,904	)				34,985
Provision for income taxes		9,464			0		4,530		(m	)		13,994
Net income	$	14,196		$	14,229	$	(7,434	)			$	20,991
Earnings per common share:
Basic	$	.72									$	1.07
Diluted		.60										.86
Average common shares outstanding:
Basic		19,639										19,639
Diluted		26,003										26,003

TITAN INTERNATIONAL, INC.

NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

UNAUDITED

(a)   To record the Continental off-the-road tire assets based on the Company’s initial allocation of the July 31, 2006, purchase price into the categories of (i) inventories of $10.5 million; (ii) prepaid and other current assets of $1.0 million; (iii) plant, property and equipment of $43.9 million; and other assets of $1.0 million. The inventories and prepaid and other current assets have been stated at their fair value with the remaining purchase price allocated to the plant, property and equipment and other assets on a prorated basis. The final allocation by the Company may differ from the allocation reflected herein. At Continental, inventory is recorded at LIFO based on a corporate pooling methodology. Attempting to allocate such LIFO amounts to the OTR business would not result in reliable estimates of inventory value, therefore, inventory has been presented on the FIFO method.

(b)   To record the historical warranty liability as recorded by Continental. The actual warranty liability to be assumed has not been finalized and may differ from this amount.

(c)   To record debt incurred to fund the purchase of the Continental off-the-road tire assets.

(d)   To record the difference in depreciation between the actual depreciation recorded on the Goodyear North American farm tire assets and the calculated amount if the Company had acquired these assets on January 1, 2005. The difference is the result of differing asset values and lives. The Company uses straight-line depreciation with the following lives: Buildings - 25 years; Machinery & Equipment - 10 years; Tools, Dies and Molds - 5 years.

(e)   To record 2% trademark and technology royalty on certain tire sales pursuant to the related purchase agreement.

(f)   To record the additional interest for the Goodyear acquisition for the nine months ended September 30, 2005. Interest is calculated using a rate of 6.03% derived from the terms of the Company’s current revolving credit facility, which is based on LIBOR plus 3%. The pro forma adjustment for interest would have been ninety-three thousand dollars ($93,000) higher or lower if the interest rate had been 1/8% higher or lower.

(g)   No pro forma tax benefit as there was a valuation allowance against the net deferred tax asset at September 30, 2005.

(h)   To record the difference in depreciation and amortization between the actual depreciation and amortization recorded on the Continental off-the-road tire assets and the calculated amount if the Company had acquired these assets on January 1, 2005. The difference is the result of differing asset values and lives. The Company uses straight-line depreciation with the following lives: Buildings - 25 years; Machinery & Equipment - 10 years; Tools, Dies and Molds - 5 years.  Pro forma amortization assumes a 7 year life.

TITAN INTERNATIONAL, INC.

NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

UNAUDITED

(i)   To record the additional interest for the Continental off-the-road tire acquisition for the year ended December 31, 2005. Interest is calculated using an average rate of 6.29% derived from the terms of the Company’s revolving credit facility, which was LIBOR plus 3% during the period. The pro forma adjustment for interest would have been sixty-six thousand dollars ($66,000) higher or lower if the interest rate had been 1/8% higher or lower.

(j)   To record income tax provision at a 40% rate. The historical tax benefit of $13.9 million results from the reversal of the Company’s valuation allowance. Pro forma tax expense is recorded at the historical provision rate before the valuation allowance reversal.

(k)   Difference in share count results from convertible notes which became dilutive for pro forma calculation.

(l)   To record the additional interest for the Continental off-the-road tire acquisition for the six months ended June 30, 2006. Interest is calculated using a rate of 7.76% derived from the terms of the Company’s revolving credit facility, which was LIBOR plus 3% during the period. The pro forma adjustment for interest would have been thirty-three thousand dollars ($33,000) higher or lower if the interest rate had been 1/8% higher or lower.

(m)   To record income tax provision at a 40% rate, the historical provision rate.