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Wabash National Corporation Announces Fourth Quarter and Full Year 2012 Results

Fiscal Year 2012 Record Net Sales of $1.46 Billion; Q4 2012 GAAP EPS of $1.16 and Adjusted EPS of $0.32 per Diluted Share; Acquisition of Beall Assets Completed

LAFAYETTE, IN -- (Marketwire) -- 02/05/13 -- Wabash National Corporation (NYSE: WNC) reported year-over-year and sequential improvement across a number of financial and operating metrics. The Company reported net income of $80.2 million, or $1.16 per diluted share for the fourth quarter of 2012 on net sales of $416 million. The fourth quarter results included a $59.0 million, or $0.86 per diluted share, income tax benefit primarily related to the reversal of the Company's valuation allowance against its net deferred tax assets. Excluding the income tax benefit and other one-time charges of $0.5 million related to the acquisitions of Walker Group Holdings ("Walker") on May 8, 2012 and certain assets of Beall Corporation ("Beall") on February 4, 2013, non-GAAP adjusted earnings were $21.7 million, or $0.32 per diluted share for the quarter as compared to $7.5 million, or $0.11 per diluted share, on net sales of $342 million for the fourth quarter of 2011.

For the twelve months ended December 31, 2012 the Company reported net income of $105.6 million, or $1.53 per diluted share, on net sales of $1.46 billion, compared to net income of $15.0 million, or $0.22 per diluted share, on net sales of $1.19 billion for the twelve months ended December 31, 2011. Results for the twelve months ending December 31, 2012 included one-time charges of $18.2 million, or $0.27 per diluted share, related to the acquisitions of Walker and certain assets of Beall as well as the income tax benefit from the reversal of the Company's valuation allowance against its net deferred tax assets. Excluding the impact of these items, non-GAAP adjusted earnings for the twelve months ended December 31, 2012 were $64.8 million, or $0.95 per diluted share. Results for the twelve months ended December 31, 2011 included a one-time charge of $0.7 million, or $0.01 per diluted share, related to the early extinguishment of the Company's prior revolving credit facility.

For the second consecutive quarter, the Company reported a record level of income from operations totaling $29.2 million for the fourth quarter of 2012, compared to income from operations of $8.4 million for the fourth quarter of 2011. On a non-GAAP basis, the Company's Operating EBITDA, which excludes the effects of certain costs related to the Walker acquisition and Beall asset purchase, improved to $38.8 million in the fourth quarter of 2012 compared to $13.7 million in the prior year period. Full year 2012 Operating EBITDA of $118.5 million represents an increase of $79.7 million, or 206%, compared to 2011 while new trailer shipments decreased approximately 2,000 units. The year-over-year increase in Operating EBITDA is a result of the Company's efforts to improve pricing and margins in the Commercial Trailer Products segment and a result of the efforts to diversify the Company into more stable, higher margin product lines in our Diversified Products segment. A discussion of the Company's use of Operating EBITDA as a non-GAAP measure is included below. A reconciliation of Operating EBITDA to net income is provided in the supplemental schedules included in this release.

The following is a summary of select operating and financial results for the past five quarters:


                                    Three Months Ended
             ---------------------------------------------------------------
             December   March                   September    December
 (Dollars in    31,      31,       June 30,        30,          31,
  thousands)   2011     2012         2012         2012         2012
             -------- --------     --------     ---------    --------

Net Sales    $341,732 $277,682     $362,408     $405,917     $415,847

Gross Profit
 Margin           6.0%     7.1%        10.9%        12.3%        13.1%

Income from
 Operations  $  8,394 $  5,449 (1) $  8,568 (1) $ 27,236 (1) $ 29,231    (1)

Net Income   $  7,451 $  5,064 (1) $  1,942 (1) $ 18,441 (1) $ 80,184 (1)(2)

Diluted EPS  $   0.11 $   0.07     $   0.03     $   0.27     $   1.16

Non-GAAP
 Measures
 (3):
Operating
 EBITDA      $ 13,682 $ 12,293     $ 29,685     $ 37,695     $ 38,834

Operating
 EBITDA
 Margin           4.0%     4.4%         8.2%         9.3%         9.3%

Adjusted
 Earnings    $  7,451 $  6,742     $ 15,542     $ 20,887     $ 21,678

Adjusted
 Diluted EPS $   0.11 $   0.10     $   0.23     $   0.30     $   0.32

Notes:
(1) Quarterly Income from Operations and Net Income include charges of $1.7
million, $13.6 million, $2.4 million and $0.5 million for the first, second,
third and fourth quarters of 2012, respectively, in connection with
acquisition related charges associated with the Company's acquisition of
Walker as well as the purchase of certain assets of Beall.
(2) Net income for the fourth quarter of 2012 includes an income tax benefit
of $59.0 million primarily related to the reversal of a U.S. valuation
allowance against its deferred tax assets.
(3) See "Non-GAAP Measures" below for explanation of the non-GAAP results
included above.

Dick Giromini, president and chief executive officer, stated, "The execution of our long-term strategy, which is focused on profitable growth, margin improvement through operational excellence initiatives, reducing the volatility of our operating results through diversification initiatives as well as improved balance sheet strength, continues to result in considerable momentum throughout our business. It was a tremendous year of transformation for Wabash National which is highlighted in the year-over-year improvement in our financial results, including both top and bottom-line expansion, and the achievement of record or near-record highs in several key financial metrics. Specifically, 2012 net sales of $1.5 billion set a Company record, while gross margin of 11.2% represents the highest level since 2004 and a year-over-year improvement of 560 basis points or double last year's performance."

Mr. Giromini continued, "New Trailer shipments of 45,600 for the year were slightly below our prior guidance of 46,000 to 48,000 units which was partially mitigated by the continued strong demand for our non-trailer products during the quarter. As we look forward to 2013 with a healthy backlog of orders totaling $666 million, a trailer demand forecast above replacement levels for the second consecutive year driven by key drivers such as fleet age and size, customer profitability, used trailer values and regulatory compliance, a full year of Walker in the portfolio as well as our continued efforts to optimize our manufacturing processes while also remaining selective in our order acceptance, we believe 2013 has the potential to be another record year for Wabash National."

Fourth Quarter 2012 Business Segment Highlights

The table below is a summary of select segment operating and financial results prior to the elimination of intersegment sales for the fourth quarter of 2012 and 2011, respectively. A complete disclosure of the results by individual segment is included in the tables following this release. In the fourth quarter of 2012, six tank trailer parts and service retail locations, which had previously been reported as part of the Diversified Products segment, are being reported as part of the Retail segment in order to match how these locations are being managed internally which is focused on leveraging our combined market and operational synergies.


                                        Commercial
                                          Trailer    Diversified
                                         Products     Products     Retail
                                       ------------ ------------ ----------
Three months ended December 31,
  2012
New trailers shipped                         10,200          800        900
Net sales                              $    258,048 $    143,405 $   46,722
Gross profit                           $     18,742 $     30,811 $    4,891
Gross profit margin                             7.3%        21.5%      10.5%
Income from operations                 $     12,755 $     20,288 $      570
Income from operations margin                   4.9%        14.1%       1.2%

  2011
New trailers shipped                         13,600            -        800
Net sales                              $    307,705 $     32,310 $   32,588
Gross profit                           $     12,203 $      5,923 $    2,460
Gross profit margin                             4.0%        18.3%       7.5%
Income from operations                 $      7,498 $      4,995 $     (323)
Income from operations margin                   2.4%        15.5%      -1.0%

Commercial Trailer Products' net sales decreased $49.7 million or 16.1 percent compared to fourth quarter last year as new trailer sales decreased 3,400 units to 10,200. However, consistent with the Company's efforts to recover material cost increases through improved product pricing, average selling prices increased $2,300, or 10.7 percent, during the fourth quarter of 2012 as compared to the prior year period. As a result, gross margin improved 330 basis points to 7.3 percent year-over-year. Operating income increased to $12.8 million, which is $5.3 million higher than fourth quarter of 2011, and reinforces the success of the Company's strategy to improve margins and pursue operational efficiencies.

Diversified Products' net sales increased $111.1 million, or 344 percent, as the inclusion of Walker contributed $122.5 million in the current quarter. Gross margin improved from 18.3 percent to 21.5 percent driven by the addition of Walker, productivity improvements realized in our Wabash Wood Products business and continued contribution from Wabash Composites. As a result, operating income in the fourth quarter of 2012 increased $15.3 million as compared to the same period last year.

Retail net sales increased $14.1 million, or 43.4 percent, as the result of increased new trailer shipments as compared to the prior year period, as well as the inclusion of six tank trailer parts and service retail locations, which accounted for approximately $7.5 million of net sales for the fourth quarter of 2012. Gross margin of 10.5 percent increased 300 basis points from the prior year period due to the lower mix of new trailer sales. Operating income improved $0.9 million with the additional locations, as well as favorable parts and service volume during the current quarter.

Income Taxes

In accordance with accounting guidelines, the Company regularly reviews all deferred tax assets to estimate whether these assets will be realized. During the fourth quarter of 2012, the Company determined it was more likely than not that it will be able to utilize deferred tax assets consisting primarily of net operating loss ("NOL") carryforwards which had previously been offset by valuation allowances. As a result, the Company recognized an income tax benefit of $59.0 million primarily related to the reversal of valuation allowances against its U.S. Federal deferred tax assets and a portion of its state deferred tax assets.

In prior periods, the valuation allowances available on NOLs significantly reduced the Company's effective tax rate. As a result of reversing the tax valuation allowance, the Company anticipates an increase in future income tax expense and estimates that its effective tax rate will be approximately 40% for 2013. The Company's Federal NOL position as of December 31, 2012 is approximately $111 million, of which $92 million is available for utilization in 2013. As a result, the Company does not expect a material change to its cash taxes paid in 2013 as compared to 2012.

Beall Asset Purchase

On January 25, 2013, the Company announced that it agreed to acquire certain assets of the tank and trailer business of Beall for approximately $15 million as part of a Chapter 11 bankruptcy process, which the Bankruptcy Court subsequently approved. On February 4, 2013, the Company successfully closed the transaction and began the process of rebuilding and growing this business. The Beall purchased assets, including the Beall brand, are a strong fit within the Diversified Products segment and are expected to provide growth opportunities via new products, new markets and geographic expansion.

As of December 31, 2012, our liquidity position, defined as cash on hand and available borrowing capacity, totaled approximately $224 million reflecting an increase from the previous quarter of $42 million. Subsequent to closing on the acquisition of certain assets of Beall, the Company's liquidity was approximately $200 million.

Non-GAAP Measures

In addition to disclosing financial results calculated in accordance with United States generally accepted accounting principles (GAAP), the financial information included in this release contain non-GAAP financial measures, including Operating EBITDA, adjusted earnings and adjusted earnings per diluted share.

These non-GAAP measures should not be considered a substitute for, or superior to, financial measures and results calculated in accordance with GAAP, including net income, and reconciliations to GAAP financial statements should be carefully evaluated.

Operating EBITDA is defined as earnings before interest, taxes, depreciation, amortization, stock-based compensation, and other non-operating income and expense, as well as certain charges in connection with the Company's acquisitions of Walker and Beall. Management believes Operating EBITDA provides useful information to investors regarding the results of operations. The Company provides this measure because it believes it is useful for investors to understand the performance period to period with the exclusion of the recurring and non-recurring items identified above. Management believes the presentation of Operating EBITDA, when combined with the primary GAAP presentation of operating income, is beneficial to an investor's understanding of the Company's operating performance. A reconciliation of Operating EBITDA to net income is included in the tables following this release.

Adjusted earnings and adjusted earnings per diluted share reflect adjustments for non-recurring charges related to expenses in connection with the Company's acquisitions of Walker and certain assets of Beall, as well as the impact of the release of the valuation allowances recorded against the Company's net deferred tax assets. Management believes providing these measures and excluding the impact of the non-recurring expenses and benefits attributable to the acquisitions of Walker and certain assets of Beall, as well as the impact of the release of valuation allowances, facilitates comparisons to the Company's prior year periods and provides a consistent basis for comparing results from one period to another. Also, when combined with the primary GAAP presentation of net income and diluted net income per share, these measures are beneficial to an investor's understanding of the Company's performance. A reconciliation of adjusted earnings and adjusted earnings per diluted share to net income and diluted net income per share is included in the tables following this release.

Fourth Quarter 2012 Conference Call

Wabash National will conduct a conference call to review and discuss its 2012 fourth quarter results on February 6, 2013 at 10:00 a.m. EST. Access to the live webcast will be available on the Company's website at www.wabashnational.com. For those unable to participate in the live webcast, the call will be archived at www.wabashnational.com within three hours of the conclusion of the live call and will remain available through May 1, 2013. Meeting access will also be available via conference call at 888-771-4371 and a participant code 34129820.

About Wabash National Corporation

Headquartered in Lafayette, Indiana, Wabash National Corporation (NYSE: WNC) is a diversified manufacturer and North America's leading producer of semi trailers and liquid transportation systems. Established in 1985, the Company specializes in the design and production of dry freight vans, refrigerated vans, platform trailers, intermodal equipment, liquid tank trailers, frac tanks, engineered products, and composite products. Wabash National operates three wholly-owned subsidiaries: Transcraft Corporation, Walker Group Holdings LLC, and Wabash National Trailer Centers, Inc. Its innovative products are sold under the following brand names: Wabash National®, Transcraft®, Benson®, DuraPlate®, ArcticLite®, Walker® Transport, Walker® Stainless Equipment, Walker® Defense Group, Walker® Barrier Systems, Walker® Engineered Products, Brenner® Tank, Garsite™, Progress Tank™, TST®, Bulk Tank International™, and Extract Technology®. To learn more, visit www.wabashnational.com.

Safe Harbor Statement

This press release contains certain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements convey the Company's current expectations or forecasts of future events. All statements contained in this press release other than statements of historical fact are forward-looking statements. These forward-looking statements include, among other things, statements regarding our outlook for new trailer shipments and Operating EBITDA, backlog, expectations regarding trailer demand levels, improved profitability and earnings capacity, quote and inquiry levels for 2013, our intent to further enhance the margin profile of our core trailer business and the benefits of the acquisitions of Walker and certain assets of Beall. These and the Company's other forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Without limitation, these risks and uncertainties include the uncertain economic conditions including the possibility that demand expectations may not result in order increases for us, increased competition, reliance on certain customers and corporate partnerships, risks of customer pick-up delays, shortages and costs of raw materials, risks in implementing and sustaining improvements in our manufacturing capacity and cost containment, dependence on industry trends and timing, costs of indebtedness incurred in connection with the acquisition of Walker and the failure to achieve the benefit of the Walker acquisition and Beall asset purchase. Readers should review and consider the various disclosures made by the Company in this press release and in the Company's reports to its stockholders and periodic reports on Forms 10-K and 10-Q.


                        WABASH NATIONAL CORPORATION
         CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
              (Dollars in thousands, except per share amounts)
                                (Unaudited)

                             Three Months Ended       Twelve Months Ended
                                December 31,             December 31,
                           ----------------------  ------------------------
                              2012        2011         2012         2011
                           ----------  ----------  -----------  -----------

Net sales                  $  415,847  $  341,732  $ 1,461,854  $ 1,187,244
Cost of sales                 361,508     321,073    1,298,031    1,120,524
                           ----------  ----------  -----------  -----------
  Gross profit                 54,339      20,659      163,823       66,720

General and administrative
 expenses                      13,881       7,844       44,751       30,994
Selling expenses                7,477       3,681       23,589       12,981
Amortization of
 intangibles                    3,415         740       10,590        2,955
Acquisition expenses              335           -       14,409            -
                           ----------  ----------  -----------  -----------
  Income from operations       29,231       8,394       70,484       19,790

Other income (expense):
  Interest expense             (7,790)       (955)     (21,724)      (4,136)
  Other, net                     (248)         36          (97)        (441)
                           ----------  ----------  -----------  -----------
  Income before income
   taxes                       21,193       7,475       48,663       15,213
Income tax (benefit)
 expense                      (58,991)         24      (56,968)         171
                           ----------  ----------  -----------  -----------
Net income                 $   80,184  $    7,451  $   105,631  $    15,042
                           ==========  ==========  ===========  ===========
Basic and diluted net
 income per share          $     1.16  $     0.11  $      1.53  $      0.22
                           ==========  ==========  ===========  ===========
Comprehensive income
  Net income               $   80,184  $    7,451  $   105,631  $    15,042
  Foreign currency
   translation adjustment         (70)          -          243            -
                           ----------  ----------  -----------  -----------
Net comprehensive income   $   80,114  $    7,451  $   105,874  $    15,042
                           ==========  ==========  ===========  ===========


Basic net income per
 share:
  Net income applicable to
   common stockholders     $   80,184  $    7,451  $   105,631  $    15,042
  Undistributed earnings
   allocated to
   participating
   securities                    (723)        (43)        (904)         (84)
                           ----------  ----------  -----------  -----------
  Net income applicable to
   common stockholders
   excluding amounts
   applicable to
   participating
   securities              $   79,461  $    7,408  $   104,727  $    14,958
                           ==========  ==========  ===========  ===========
  Weighted average common
   shares outstanding          68,376      68,130       68,325       68,086
                           ==========  ==========  ===========  ===========
  Basic net income per
   share                   $     1.16  $     0.11  $      1.53  $      0.22
                           ==========  ==========  ===========  ===========

Diluted net income per
 share:
  Net income applicable to
   common stockholders     $   80,184  $    7,451  $   105,631  $    15,042
  Undistributed earnings
   allocated to
   participating
   securities                    (723)        (43)        (904)         (84)
                           ----------  ----------  -----------  -----------
  Net income applicable to
   common stockholders
   excluding amounts
   applicable to
   participating
   securities              $   79,461  $    7,408  $   104,727  $    14,958
                           ==========  ==========  ===========  ===========

  Weighted average common
   shares outstanding          68,376      68,130       68,325       68,086
  Dilutive stock options
   and restricted stock           253         246          239          332
                           ----------  ----------  -----------  -----------
  Diluted weighted average
   common shares
   outstanding                 68,629      68,376       68,564       68,418
                           ==========  ==========  ===========  ===========
  Diluted net income per
   share                   $     1.16  $     0.11  $      1.53  $      0.22
                           ==========  ==========  ===========  ===========



                         WABASH NATIONAL CORPORATION
                      SEGMENTS AND RELATED INFORMATION
                           (Dollars in thousands)
                                 (Unaudited)


Three months     Commercial                         Corporate
 ended December    Trailer  Diversified                and
 31,              Products    Products   Retail   Eliminations  Consolidated
                 ---------- ----------- --------  ------------  ------------
  2012
New trailers
 shipped             10,200         800      900          (800)       11,100
Used trailers
 shipped                900           -      400             -         1,300

New Trailers     $  248,148 $    58,682 $ 23,195  $    (19,723) $    310,302
Used Trailers         6,917         588    3,128             -        10,633
Components,
 parts and
 service              1,420      16,201   19,039        (4,361)       32,299
Equipment and
 other                1,563      67,934    1,360        (8,244)       62,613
                 ---------- ----------- --------  ------------  ------------
  Total net
   external
   sales         $  258,048 $   143,405 $ 46,722  $    (32,328) $    415,847

Gross profit     $   18,742 $    30,811 $  4,891  $       (105) $     54,339
Income (Loss)
 from operations $   12,755 $    20,288 $    570  $     (4,382) $     29,231

  2011
New trailers
 shipped             13,600           -      800          (800)       13,600
Used trailers
 shipped                700           -      400             -         1,100

New Trailers     $  300,231 $         - $ 18,385  $    (17,043) $    301,573
Used Trailers         3,726           -    3,410             -         7,136
Components,
 parts and
 service                416      17,650   10,769        (3,489)       25,346
Equipment and
 other                3,332      14,660       24       (10,339)        7,677
                 ---------- ----------- --------  ------------  ------------
  Total net
   external
   sales         $  307,705 $    32,310 $ 32,588  $    (30,871) $    341,732

Gross profit     $   12,203 $     5,923 $  2,460  $         73  $     20,659
Income (Loss)
 from operations $    7,498 $     4,995 $   (323) $     (3,776) $      8,394

Twelve months
 ended December
 31,
  2012
New trailers
 shipped             43,700       2,000    2,800        (2,900)       45,600
Used trailers
 shipped              3,100         100    1,600             -         4,800

New Trailers     $1,026,759 $   131,236 $ 73,524  $    (67,665) $  1,163,854
Used Trailers        23,534       1,887   14,762             -        40,183
Components,
 parts and
 service              4,085      75,746   65,914       (13,998)      131,747
Equipment and
 other                8,911     147,124    3,445       (33,410)      126,070
                 ---------- ----------- --------  ------------  ------------
  Total net
   external
   sales         $1,063,289 $   355,993 $157,645  $   (115,073) $  1,461,854

Gross profit     $   69,662 $    78,007 $ 16,756  $       (602) $    163,823
Income (Loss)
 from operations $   47,314 $    49,824 $  2,922  $    (29,576) $     70,484

  2011
New trailers
 shipped             47,700           -    2,800        (2,900)       47,600
Used trailers
 shipped              2,100           -    1,600             -         3,700

New Trailers     $1,044,968 $         - $ 66,578  $    (61,072) $  1,050,474
Used Trailers        13,387           -   13,102             -        26,489
Components,
 parts and
 service              2,938      56,463   45,289       (12,440)       92,250
Equipment and
 other               10,001      50,017       96       (42,083)       18,031
                 ---------- ----------- --------  ------------  ------------
  Total net
   external
   sales         $1,071,294 $   106,480 $125,065  $   (115,595) $  1,187,244

Gross profit     $   38,463 $    18,141 $  9,903  $        213  $     66,720
Income (Loss)
 from operations $   18,536 $    14,630 $   (275) $    (13,101) $     19,790



                         WABASH NATIONAL CORPORATION
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                           (Dollars in thousands)

                                                  December 31,  December 31,
                                                      2012          2011
                                                 ------------- -------------
                                                  (Unaudited)
                     ASSETS
Current assets
  Cash                                           $      81,449 $      19,976
  Accounts receivable                                   96,590        52,219
  Inventories                                          189,487       189,533
  Deferred income taxes                                 42,330             -
  Prepaid expenses and other                             8,239         2,317
                                                 ------------- -------------
    Total current assets                         $     418,095 $     264,045

Property, plant and equipment                          132,146        96,591

Deferred income taxes                                   21,894             -

Goodwill                                               146,444             -

Intangible assets                                      171,990        19,821

Other assets                                            12,057         7,593
                                                 ------------- -------------
                                                 $     902,626 $     388,050
                                                 ============= =============

      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Current portion of long-term debt              $       3,381 $           -
  Current portion of capital lease obligations           1,140         1,507
  Accounts payable                                      87,299       107,985
  Other accrued liabilities                            104,873        59,024
                                                 ------------- -------------
    Total current liabilities                    $     196,693 $     168,516

Long-term debt                                         416,849        65,000

Capital lease obligations                                3,781         3,314

Other noncurrent liabilities                            15,511         4,874

Deferred income taxes                                    1,065             -

Commitments and contingencies

Stockholders' equity                                   268,727       146,346
                                                 ------------- -------------
                                                 $     902,626 $     388,050
                                                 ============= =============



                        WABASH NATIONAL CORPORATION
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Dollars in thousands)
                                (Unaudited)

                                                     Twelve Months Ended
                                                        December 31,
                                                 --------------------------
                                                     2012          2011
                                                 ------------  ------------

Cash flows from operating activities
  Net income                                     $    105,631  $     15,042
  Adjustments to reconcile net income to net
   cash provided by (used in) operating
   activities
    Depreciation                                       14,975        12,636
    Amortization of intangibles                        10,590         2,955
    Net loss on sale of assets                            203            (9)
    Loss on debt extinguishment                             -           668
    Deferred taxes                                    (55,292)            -
    Stock-based compensation                            5,149         3,398
    Accretion of debt discount                          2,972             -
    Changes in operating assets and liabilities
      Accounts receivable                               1,180       (14,366)
      Inventories                                      41,696       (78,683)
      Prepaid expenses and other                          736          (162)
      Accounts payable and accrued liabilities        (48,777)       56,968
      Other, net                                       (3,046)          386
                                                 ------------  ------------
        Net cash provided by (used in) operating
         activities                              $     76,017  $     (1,167)

Cash flows from investing activities
  Capital expenditures                                (14,916)       (7,264)
  Acquisition, net of cash acquired                  (364,012)            -
  Proceeds from the sale of property, plant and
   equipment                                              607            17
  Other                                                (2,500)            -
                                                 ------------  ------------
        Net cash used in investing activities    $   (380,821) $     (7,247)

Cash flows from financing activities
  Proceeds from exercise of stock options                 354           538
  Borrowings under revolving credit facilities        206,015       848,705
  Payments under revolving credit facilities         (271,015)     (838,705)
  Principal payments under capital lease
   obligations                                         (1,629)         (671)
  Proceeds from issuance of convertible senior
   notes                                              145,500             -
  Proceeds from issuance of term loan credit
   facility, net of issuance costs                    292,500             -
  Principal payments under term loan credit
   facility                                            (2,250)            -
  Debt issuance costs paid                             (5,134)       (1,989)
  Proceeds from issuance of industrial revenue
   bond                                                 2,500             -
  Stock repurchase                                       (564)         (533)
  Proceeds from issuance of common stock, net of
   expenses                                                 -          (155)
                                                 ------------  ------------
        Net cash provided by financing
         activities                              $    366,277  $      7,190
                                                 ------------  ------------

Net increase (decrease) in cash                  $     61,473  $     (1,224)
Cash at beginning of period                            19,976        21,200
                                                 ------------  ------------
Cash at end of period                            $     81,449  $     19,976
                                                 ============  ============



                         WABASH NATIONAL CORPORATION
                RECONCILIATION OF GAAP FINANCIAL MEASURES TO
                         NON-GAAP FINANCIAL MEASURES
              (Dollars in thousands, except per share amounts)
                                 (Unaudited)

Operating EBITDA:
                               Three Months Ended      Twelve Months Ended
                                  December 31,             December 31,
                             ----------------------  -----------------------
                                2012        2011        2012         2011
                             ----------  ----------  ----------  -----------
Net income                   $   80,184  $    7,451  $  105,631  $    15,042
Income tax (benefit) expense    (58,991)         24     (56,968)         171
Interest expense                  7,790         955      21,724        4,136
Depreciation and
 amortization                     7,730       3,837      25,565       15,591
Stock-based compensation          1,538       1,451       5,149        3,398
Acquisition expenses and
 related charges                    335           -      17,309            -
Other non-operating expense
 (income)                           248         (36)         97          441
                             ----------  ----------  ----------  -----------
Operating EBITDA             $   38,834  $   13,682  $  118,507  $    38,779
                             ==========  ==========  ==========  ===========


                                     Three Months Ended
                             ----------------------------------
                              March 31,   June 30,    September
                                2012        2012      30, 2012
                             ----------  ----------  ----------
Net income                   $    5,064  $    1,942  $   18,441
Income tax expense (benefit)       (352)      1,129       1,246
Interest expense                    733       5,441       7,760
Depreciation and
 amortization                     3,769       7,063       7,003
Stock-based compensation          1,397         754       1,460
Acquisition expenses and
 related charges                  1,678      13,300       1,996
Other non-operating (income)
 expense                              4          56        (211)
                             ----------  ----------  ----------
Operating EBITDA             $   12,293  $   29,685  $   37,695
                             ==========  ==========  ==========


Adjusted Earnings:
                                       Three Months Ended December 31,
                                 -------------------------------------------
                                         2012                   2011
                                 --------------------  ---------------------
                                     $      Per Share       $      Per Share
                                 ---------  ---------  ---------- ----------

Net Income                       $  80,184  $    1.17  $    7,451 $     0.11

Adjustments:
  Income tax benefit, net          (58,991)     (0.86)          -          -
  Acquisition expenses                 335          -           -          -
  Impact of acquired profit in
   inventories and short term
   intangible amortization             150          -           -          -
  Loss on debt extinguishment            -          -           -          -
                                 ---------  ---------  ---------- ----------

Adjusted earnings                $  21,678  $    0.32  $    7,451 $     0.11
                                 =========  =========  ========== ==========



Adjusted Earnings:
                                       Twelve Months Ended December 31,
                                 -------------------------------------------
                                         2012                   2011
                                 --------------------  ---------------------
                                     $      Per Share       $      Per Share
                                 ---------  ---------  ---------- ----------

Net Income                       $ 105,631  $    1.54  $   15,042 $     0.22

Adjustments:
  Income tax benefit, net          (58,991)     (0.86)          -          -
  Acquisition expenses              14,409       0.21           -          -
  Impact of acquired profit in
   inventories and short term
   intangible amortization           3,800       0.06           -          -
  Loss on debt extinguishment            -          -         668       0.01
                                 ---------  ---------  ---------- ----------

Adjusted earnings                $  64,849  $    0.95  $   15,710 $     0.23
                                 =========  =========  ========== ==========


                                         Three Months Ended
                       -----------------------------------------------------
                                                             September 30,
                         March 31, 2012    June 30, 2012          2012
                       ----------------- ----------------- -----------------
                                   Per               Per               Per
                           $      Share      $      Share      $      Share
                       -------- -------- -------- -------- -------- --------

Net Income             $  5,064 $   0.07 $  1,942 $   0.03 $ 18,441 $   0.27

Adjustments:
  Income tax benefit,
   net                        -        -        -        -        -        -
  Acquisition expenses    1,678     0.02   12,224     0.18      172        -
  Impact of acquired
   profit in
   inventories and
   short term
   intangible
   amortization               -        -    1,376     0.02    2,274     0.03
                       -------- -------- -------- -------- -------- --------

Adjusted earnings      $  6,742 $   0.10 $ 15,542 $   0.23 $ 20,887 $   0.30
                       ======== ======== ======== ======== ======== ========

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