Wabash National
Annual Report 2012

Plain-text annual report

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549Form 10-K (Mark One)x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2012OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-10883WABASH NATIONAL CORPORATION(Exact name of registrant as specified in its charter) Delaware 52-1375208(State or other jurisdiction ofincorporation or organization) (IRS EmployerIdentification Number) 1000 Sagamore Parkway SouthLafayette, Indiana 47905(Address of Principal Executive Offices) (Zip Code)Registrant’s telephone number, including area code: (765) 771-5300Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registeredCommon Stock, $.01 Par Value New York Stock ExchangeSeries D Preferred Share Purchase Rights New York Stock ExchangeSecurities registered pursuant to Section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No oIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No xIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements forthe past 90 days. Yes x No oIndicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes x No oIndicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and willnot be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K. oIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. Seedefinitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer o Accelerated filer x Non-accelerated filer o Smaller reporting company o(Do not check if a smaller reporting company)Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No xThe aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2012 was $452,362,845 based upon the closing price of theCompany's common stock as quoted on the New York Stock Exchange composite tape on such date.The number of shares outstanding of the registrant's common stock as of February 21, 2013 was 68,456,674.Part III of this Form 10-K incorporates by reference certain portions of the registrant’s Proxy Statement for its Annual Meeting of Stockholders to be filed within120 days after December 31, 2012.   TABLE OF CONTENTSTABLE OF CONTENTSWABASH NATIONAL CORPORATIONFORM 10-K FOR THE FISCALYEAR ENDED DECEMBER 31, 2012 PagesPART I Item 1Business 4 Item 1ARisk Factors 16 Item 1BUnresolved Staff Comments 26 Item 2Properties 26 Item 3Legal Proceedings 27 Item 4Mine Safety Disclosures 30 PART II Item 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities 30 Item 6Selected Financial Data 32 Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations 33 Item 7AQuantitative and Qualitative Disclosures about Market Risk 53 Item 8Financial Statements and Supplementary Data 54 Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 93 Item 9AControls and Procedures 93 Item 9BOther Information 96 PART III Item 10Executive Officers of the Registrant 96 Item 11Executive Compensation 96 Item 12Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters 96 Item 13Certain Relationships and Related Transactions, and Director Independence 96 Item 14Principal Accounting Fees and Services 96 PART IV Item 15Exhibits and Financial Statement Schedules 96 SIGNATURES 99 2  TABLE OF CONTENTSFORWARD LOOKING STATEMENTSThis Annual Report of Wabash National Corporation (the “Company”, “Wabash” or “we”) contains “forward-looking statements”within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”).Forward-looking statements may include the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan” or“anticipate” and other similar words. Our “forward-looking statements” include, but are not limited to, statements regarding:•our business plan;•the benefits of, and our plans relating to, our recently completed acquisitions of Walker Group Holdings (“Walker”) and certainassets of Beall Corporation (“Beall”), the amount of transaction costs associated with the acquisitions, our ability to manage the costof the financing of the acquisition of Walker and related indebtedness and our ability to effectively integrate Walker and the Beallassets and realize the expected synergies and benefits;•our expected revenues, income or loss and capital expenditures;•our strategic plan and plans for future operations;•financing needs, plans and liquidity, including for working capital and capital expenditures;•our ability to achieve sustained profitability;•reliance on certain customers and corporate relationships;•our ability to diversify the product offerings of non-trailer businesses and opportunities to leverage the acquired Walker businessesto grow sales in our existing products;•availability and pricing of raw materials;•availability of capital and financing;•dependence on industry trends;•the outcome of any pending litigation;•export sales and new markets;•engineering and manufacturing capabilities and capacity;•acceptance of new technology and products;•government regulation; and•assumptions relating to the foregoing.Although we believe that the expectations expressed in our forward-looking statements are reasonable, actual results could differmaterially from those projected or assumed in our forward-looking statements. Our future financial condition and results of operations, aswell as any forward-looking statements, are subject to change and are subject to inherent risks and uncertainties, such as those disclosed inthis Annual Report. Each forward-looking statement contained in this Annual Report reflects our management’s view only as of the date onwhich that forward-looking statement was made. We are not obligated to update forward-looking statements or publicly release the result ofany revisions to them to reflect events or circumstances after the date of this Annual Report or to reflect the occurrence of unanticipatedevents, except as required by law.Currently known risks and uncertainties that could cause actual results to differ materially from our expectations are describedthroughout this Annual Report, including in “Item 1A. Risk Factors.” We urge you to carefully review that section for a more completediscussion of the risks of an investment in our securities.3  TABLE OF CONTENTSPART IITEM 1 — BUSINESSOverviewWabash National Corporation (“Wabash,” “Company,” “us,” “we,” or “our”) was founded in 1985 as a start-up company inLafayette, Indiana. We are now one of North America’s leaders in designing, manufacturing and marketing standard and customized truckand tank trailers and related transportation equipment. We believe our position as a leader has been the result of our longstandingrelationships with our core customers, our demonstrated ability to attract new customers, our broad and innovative product lines, ourtechnological leadership and our extensive distribution and service network. Our management team is focused on continuing to optimize ourmanufacturing and retail operations to match the current demand environment, implementing cost savings initiatives and leanmanufacturing techniques, strengthening our capital structure, developing innovative products that enable our customers to succeed,improving earnings and continuing diversification of the business into higher margin opportunities which leverage our intellectual andprocess capabilities.Wabash was incorporated in Delaware in 1991 and is the successor by merger to a Maryland corporation organized in 1985. Ourinternet website is www.wabashnational.com. We make our electronic filings with the Securities Exchange Commission (the “SEC”),including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reportsavailable on our website free of charge as soon as practicable after we file or furnish them with the SEC. Information on the website is notpart of this Form 10-K.Operating SegmentsWe manage our business in three segments: Commercial Trailer Products, Diversified Products and Retail. In the second quarter of2012, we completed the acquisition of Walker Group Holdings (“Walker”), a manufacturer of liquid-transportation systems and engineeredproducts significantly enhancing our Diversified Products segment. In the fourth quarter of 2012, six tank trailer parts and service retaillocations, which had been reported as part of the Diversified Products segment from the date of the Walker acquisition through the thirdquarter of 2012, began being reported as part of our Retail segment to match how these locations are managed internally and to be consistentwith our focus to leverage operational and market synergies. We allocate certain corporate related administrative costs, interest and incometaxes to our corporate and eliminations segment. Financial results by operating segment, including information about revenues fromcustomers, measures of profit and loss, total assets, and financial information regarding geographic areas and export sales are discussed inNote 14, Segments and Related Information, of the accompanying consolidated financial statements. By operating segment, net sales were asfollows (dollars in millions): Year Ended December 31, 2012 2011 2010Sales by Segment Commercial Trailer Products $ 1,063.3 $ 1,071.3 $ 561.3 Diversified Products 356.0 106.5 43.0 Retail 157.6 125.1 89.1 Corporate and Eliminations (115.0) (115.7) (53.0) Total $1,461.9 $1,187.2 $640.4 Commercial Trailer ProductsCommercial Trailer Products segment sales as a percentage of net sales and gross margin measured prior to intersegment eliminationswere: Years Ended December 31, 2012 2011 2010Percentage of net sales 67.4% 82.2% 80.9% Percentage of gross margin 42.4% 57.8% 55.2% 4  TABLE OF CONTENTSThe Commercial Trailer Products segment manufactures standard and customized truck trailers. We seek to identify and produceproprietary custom products that offer exceptional value to customers with the potential to generate higher profit margin than standardizedproducts. We believe that we have the engineering and manufacturing capability to produce these products efficiently. We introduced ourproprietary composite product, DuraPlate®, in 1996 and have experienced widespread truck trailer industry acceptance. Since 2002, salesof our DuraPlate® trailers have represented approximately 92% of our total new dry van trailer sales. We are also a competitive producer ofstandardized sheet and post and refrigerated trailer products and we strive to become the low-cost producer of these products within ourindustry. Through our Transcraft subsidiary we also manufacture steel and aluminum flatbed and dropdeck trailers.We market our transportation equipment under the Wabash®, DuraPlate®, DuraPlateHD®, DuraPlate® XD-35®, FreightPro®,ArcticLite®, RoadRailer®, Transcraft®, Eagle®, Eagle II®, D-Eagle® and Benson® trademarks directly to customers, throughindependent dealers and through our Company-owned retail branch network. Historically, we have focused on our longstanding corecustomers representing many of the largest companies in the trucking industry, but have expanded this focus over the past several years toinclude numerous additional key accounts. Our relationships with our growing list of core customers have been central to our growth sinceinception. We have also actively pursued the diversification of our customer base by focusing on our network of independent dealers. Forour van business we utilize a total of 24 independent dealers with approximately 62 locations throughout North America to market anddistribute our trailers. We distribute our flatbed and dropdeck trailers through a network of 73 independent dealers with approximately 116locations throughout North America. In addition, we maintain two used fleet sales centers to focus on selling both large and small fleet tradepackages to the wholesale market.Diversified ProductsDiversified Products segment sales as a percentage of net sales and gross margin measured prior to intersegment eliminations were: Years Ended December 31, 2012 2011 2010Percentage of net sales 22.6% 8.2% 6.2% Percentage of gross margin 47.4% 27.3% 18.1% The Diversified Products segment focuses on our commitment to expand our customer base, diversify our product offerings, endmarkets and revenues and extend our market leadership by leveraging our intellectual technology, including our proprietary DuraPlate®panel technology, drawing on our core manufacturing expertise and making available products that are complementary to the truck and tanktrailers and transportation equipment we offer. This segment includes a wide array of products and customer-specific solutions. Leveragingour intellectual technology and core manufacturing expertise into new applications and market sectors enables us to deliver greater value toour customers and shareholders.Our DuraPlate® composite panel technology contains unique properties of strength and durability that can be utilized in numerousapplications in addition to truck trailers. For example, in December 2008, we entered into a multi-year agreement to build and service all ofPODS®1 portable storage container requirements. Since adding portable storage containers to our portfolio Wabash Composites hasleveraged our DuraPlate® panel technology to develop additional proprietary products including a foldable portable storage container and theAeroSkirt®, an aerodynamic solution for over-the-road trailers that provides approximately 6% improvement in fuel efficiency. In addition,we utilize our DuraPlate® technology in the production of truck bodies, overhead doors and other industrial applications. These DuraPlate®composite products are sold to original equipment manufacturers and aftermarket customers. Through our Diversified Products segment,we also operate a wood flooring production facility that manufactures laminated hard wood oak products for the van trailer industry.On May 8, 2012, we added to our Diversified Products segment by completing the Walker acquisition. Walker is a leadingmanufacturer of liquid-transportation systems and engineered products based in New(1)PODS® is a registered trademark of PODS, Inc. and Pods Enterprises, Inc.5  TABLE OF CONTENTSLisbon, Wisconsin. The acquisition of Walker provided Wabash with diversification in products, end-markets, customers andgeographies while maintaining a focus on core manufacturing capabilities that the two companies share. Walker’s transportationproducts include brands such as Walker® Transport, Garsite, Walker® Defense Group, Progress Tank, Brenner® Tank, TST® andBulk InternationalTM. These brands represent leading positions in liquid transportation systems, including stainless steel liquidtransportation systems and stainless steel liquid-tank trailers for the North American chemical, dairy, food and beverage, petroleum,aviation, energy services and waste hauling markets. Walker’s engineered products include brands such as Walker® EngineeredProducts, Walker® Barrier Systems and Extract Technology®. These brands represent what we estimate to be leading positions inisolators, stationary silos and downflow booths around the world for the chemical, dairy, food and beverage, pharmaceutical andnuclear markets. Through these brands and product offerings, our Diversified Products segment now serves a variety of end marketsthat we believe are less cyclical than other markets historically served by Wabash. We believe Walker’s diversified products base, end-markets and customers also present certain opportunities to grow sales of existing Wabash products.We expect to continue to focus on diversifying our Diversified Products segment to enhance our business model, strengthen our revenuesand become a stronger company that can deliver greater value to our shareholders.RetailRetail segment sales as a percentage of net sales and gross margin measured prior to intersegment eliminations were: Years Ended December 31, 2012 2011 2010Percentage of net sales 10.0% 9.6% 12.9% Percentage of gross margin 10.2% 14.9% 26.7% The Retail segment includes our 18 Company-owned retail branch locations, which are strategically located in large metropolitan areas toprovide additional opportunities to distribute our products, diversify our factory direct sales and also offer nationwide services and supportcapabilities for our customers. Six tank trailer parts and service retail locations were added to this segment as a result of the Walkeracquisition. Our retail branch network’s sale of new and used trailers, aftermarket parts and service generally provides enhanced marginopportunities to our retail customers.StrategyWe are committed to a corporate strategy that seeks to maximize shareholder value by executing on the core elements of our strategic plan:•Value Creation. We intend to continue our focus on improved earnings and cash flow.•Operational Excellence. We are focused on maintaining a reduced cost structure by adhering to continuous improvement and leanmanufacturing initiatives.•People. We recognize that to achieve our strategic goals we must continue to develop the organization’s skills to advance ourassociates’ capabilities and to attract talented people.•Customer Focus. We have been successful in developing longstanding relationships with core customers and, while we intend tomaintain these relationships we seek to create new revenue opportunities by developing new customer relationships through theoffering of tailored transportation solutions.•Innovation. We intend to continue to be the technology leader by providing new and differentiated products and services thatgenerate enhanced profit margins.•Corporate Growth. We intend to expand our product offering and competitive advantage by increasing our focus on thediversification of products through our Diversified Products segment and leveraging our intellectual and physical assets for organicgrowth.6  TABLE OF CONTENTSIndustry and CompetitionTrucking in the U.S., according to the American Trucking Association (ATA), was estimated to be a $604 billion industry in 2011,representing approximately 81% of the total transportation industry revenue. Furthermore, ATA estimates that approximately 67% of allfreight tonnage in 2011 was carried by trucks at some point during its shipment. Trailer demand is a direct function of the amount offreight to be transported. As the economy improves, ATA estimates that the percentage of freight tonnage carried by trucks will grow to 70%by 2023. To meet this expected increased in freight demand, truck carriers will need to expand and replace their fleets, which typicallyresults in increased trailer orders.Transportation in the U.S., including trucking, is a cyclical industry that has experienced three cycles over the last 20 years. In each ofthe last three cycles the decline in freight tonnage preceded the general U.S. economic downturn by approximately two and one-half years andthe recovery has generally preceded that of the economy as a whole. The trailer industry generally follows the transportation industry,experiencing cycles in the early and late 90’s lasting approximately 58 and 67 months, respectively. Truck freight tonnage, according toATA statistics, started declining year-over-year in 2006 and remained at depressed levels through 2009. The most recent cycle concluded in2009, lasting a total of 89 months. After three consecutive years with total trailer demand well below normal replacement demand levelsestimated to be between 175,000 trailers and 200,000 trailers, 2011 and 2012 were years of significant improvement in which the total trailermarket increased year-over-year approximately 69% and 12%, respectively, with total shipments of approximately 213,000 and 239,000,respectively. In our view, we expect to see continued improvement in the overall demand for new trailer equipment as the economic andindustry specific indicators we track, including but not limited to ATA’s truck tonnage index, total industrial production, employmentgrowth, housing and auto sectors, as well as the overall gross domestic product, appear to be trending in a positive direction. In addition,pending legislation or regulatory reform efforts at the state and federal level could have a favorable impact on the demand for trailers in thenear term, specifically comprehensive safety programs for carriers and drivers, as well as rule changes regarding hours of servicerestrictions.Wabash, and its two largest competitors, Great Dane and Utility, are generally viewed as the top three trailer manufacturers in the U.S.and have accounted for greater than 50% of U.S. new trailer market share in recent years, including approximately 56% in 2012. Ourmarket share of U.S. total trailer shipments in 2012 was approximately 19%. Trailer manufacturers compete primarily through the qualityof their products, customer relationships, service availability and cost. Over the past several years, we have seen a number of ourcompetitors follow our leadership in the development and use of composite sidewalls that compete directly with our DuraPlate® products.Our product development is focused on maintaining our leading position with respect to these products and on development of new productsand markets, leveraging our proprietary DuraPlate® product, as well as our expertise in the engineering and design of customized products.The table below sets forth new trailer production for Wabash and, as provided by Trailer Body Builders Magazine, our largestcompetitors and the trailer industry as a whole within North America. The data represents all segments of the market, except containers andchassis. For the years included below, we have participated primarily in the van and platform trailer segments. Van trailer demand, thelargest segment within the trailer industry, has continued to show sequential improvements over each of the last three years from a low ofapproximately 52,000 trailers in 2009 recovering to an estimated 163,000 trailers in 2012. Our market share for van trailers in 2012 was25%, a decrease of approximately 5% from 2011 reflective of our efforts to recover material cost increases and recapture lost marginsthrough improved pricing of van trailers. 2012 2011 2010 2009 2008Wabash 45,000(2) 49,000 27,000 12,000 32,000 Great Dane 44,000 39,000 21,000 15,000 29,000 Utility 38,000 33,000 23,000 17,000 23,000 Hyundai Translead 23,000 18,000 8,000 5,000 7,000 Stoughton 11,000 9,000 5,000 3,000 5,000 Other principal producers 33,000 25,000 19,000 12,000 20,000 Total Industry 227,000 201,000(1) 122,000(1) 79,000(1) 143,000(1) (1)Data revised by publisher in a subsequent year.(2)The 2012 production includes Walker volumes on a full-year pro forma basis.7  TABLE OF CONTENTSOur diversified product initiatives are, in most cases, in markets that are more fragmented than our traditional trailer product offerings.The end markets that our diversified products serve are broader and more diverse than the trailer industry, including environmental, oil andgas, moving and storage and specialty vehicle. In addition, our diversification efforts pertain to new and emerging markets and many of theproducts are driven by regulatory requirements or, in most cases, customer-specific needs. However, many of our diversification efforts stillremain in the early growth stages and future success is largely dependent on continued customer adoption of our product solutions andgeneral expansion of our customer base and distribution channels.Competitive StrengthsWe believe our core competitive strengths include:•Long-Term Core Customer Relationships – We are the leading provider of trailers to a significant number of top tier truckingcompanies, generating a revenue base that has helped to sustain us as one of the market leaders. According to Transport Topics, ourvan products are preferred by many of the industry’s leading carriers with customers including approximately one-half of the top 50and more than one-third of the top 100 for-hire fleets. As a result of the Walker acquisition, we are now also a leading provider ofliquid-transportation systems and engineered products. With an estimated one-third market share of the tank trailer industry,Walker has a strong customer base, consisting of mostly private fleets, and has earned leading market positions and a strongcustomer base across many of the markets it serves.•Innovative Product Offerings – Our DuraPlate® proprietary technology offers what we believe to be a superior trailer, whichcommands premium pricing. A DuraPlate® trailer is a composite plate trailer using material that contains a high-densitypolyethylene core bonded between high-strength steel skins. We believe that the competitive advantages of our DuraPlate® trailerscompared to standard trailers include the following: – Extended Service Life – operate three to five years longer; – Lower Total Cost of Ownership – less costly to maintain; – Less Downtime – higher utilization for fleets; – Extended Warranty – warranty period for DuraPlate® panels is ten years; and – Improved Resale – higher trade-in and resale values.We have been manufacturing DuraPlate® trailers for over 17 years and through December 2012 have sold over 470,000 trailers.This proven experience, combined with ownership and knowledge of the DuraPlate® panel technology, helps ensure continuedindustry leadership in the future. We continue to introduce new innovations in our DuraPlate® family, including DuraPlateHD®and DuraPlate XD-35®, along with new innovations in other product lines, including our ArcticLite® refrigerated trailers and theFreightPro® sheet and post trailer.•Significant Market Share and Brand Recognition – We have been one of the three largest manufacturers of trailers in NorthAmerica since 1994, with one of the most widely recognized brands in the industry. We are currently the largest producer of vantrailers in North America and, according to data published by Trailer Body Builders Magazine, our Transcraft subsidiary is one ofthe top three leading producers of platform trailers. In addition, with our recent acquisition of Walker and certain assets of Beall, weare now considered one of the largest manufacturers of stainless steel and aluminum tank trailers in North America. We participatebroadly in the transportation industry through each of our three business segments. As a percentage of our consolidated net sales,new trailer sales for our dry and refrigerated vans, platforms and tanks represented approximately 80% in 2012.•Committed Focus on Operational Excellence – Safety, quality, on-time delivery, productivity and cost reduction are the coreelements of our program of continuous improvement. We currently8  TABLE OF CONTENTSmaintain an ISO 14001 registration of our Environmental Management System and an ISO 9001 registration of our QualityManagement System.•Technology – We continue to be recognized by the trucking industry as a leader in developing technology to provide value-addedsolutions for our customers which reduce trailer operating costs, improve revenue opportunities, and solve unique transportationproblems. Throughout our history, we have been and will continue to be a leading innovator in the design and production of trailers.In addition to the introduction of new trailer product innovations made through our DuraPlate® family over the past 17 years, wehave also provided a customer-focused approach in developing product enhancements for the trailer and transportation industries.Some of the more recent innovations include our Big Tire Hauler, a trailer to provide cost effective transport of large tires;DuraPlate® XD-35®, a revolutionary 35,000 pound concentrated floor load rated dry van for heavy haul applications;Trustlock®, a proprietary single-lock rear door mechanism; a combination ID/Stop light, a dual-function rear ID light that alsoactuates as a brake indicator; and the DuraPlate® Aeroskirt®, a durable aerodynamic solution that, based on certified laboratoryand track testing, provides improved fuel efficiencies of approximately 6%.•Corporate Culture – We benefit from an experienced, value-driven management team and dedicated workforce focused onoperational excellence.•Extensive Distribution Network – Our 18 Company-owned retail branches and two used trailer locations extend our sales networkthroughout North America, diversify our factory direct sales, provide an outlet for used trailer sales and support our national servicecontracts. Additionally, we utilize a network of 24 independent dealers with approximately 62 locations throughout North America todistribute our van trailers, and our Transcraft distribution network consists of 73 independent dealers with approximately 116locations throughout North America. Our tank trailers are distributed through a network of 34 independent dealers and locationsthroughout North America.RegulationTruck trailer length, height, width, maximum weight capacity and other specifications are regulated by individual states. The federalgovernment also regulates certain safety features incorporated in the design and use of truck and tank trailers. These regulations include, butare not limited to, requirements on anti-lock braking systems (ABS) and rear-impact guard standards as well as operator restrictions as tohours of service and minimum driver safety standards (see “Industry Trends”). In addition, most tank trailers we manufacture havespecific federal regulations and restrictions that dictate tank design, material type and thickness. Manufacturing operations are subject toenvironmental laws enforced by federal, state and local agencies (see “Environmental Matters”).ProductsSince our inception, we have expanded our product offerings from a single truck trailer dry van product to a broad range oftransportation equipment.Our Commercial Trailer Products segment specializes in the development of innovative proprietary products for our key markets.Commercial Trailer Products segment sales represented approximately 67%, 82% and 81% of our consolidated net sales as measured beforeelimination of intersegment sales in 2012, 2011 and 2010, respectively. While this segment continues to account for approximately two-thirds of our consolidated net sales for 2012, the decrease in the percentage of net sales attributable to this segment highlights our strategicfocus to expand our customer base and diversify our product offerings and revenues. Our current Commercial Trailer Products primarilyinclude the following:•Dry Vans. The dry van market represents our largest product line and includes trailers sold under DuraPlate®, DuraPlateHD®,DuraPlate® XD-35® and FreightPro® trademarks. Our DuraPlate® trailers utilize a proprietary technology that consists of acomposite plate wall for increased durability and greater strength. Our FreightPro® trailers provide us a competitive product withinthe smooth aluminum, or “sheet and post,” trailer segment.•Platform Trailers. Platform trailers are sold under Transcraft®, Eagle® and Benson® trademarks.9  TABLE OF CONTENTSPlatform trailers consist of a trailer chassis with a flat or “drop” loading deck without permanent sides or a roof. These trailers areprimarily utilized to haul steel coils, construction materials and large equipment. In addition to our all steel and combination steeland aluminum platform trailers, the acquisition of certain assets from Benson International in July 2008 provides us the ability tooffer a premium all-aluminum platform trailer.•Refrigerated Trailers. Refrigerated trailers have insulating foam in the walls, roof and floor, which improves both the insulationcapabilities and durability of the trailers. Our refrigerated trailers are sold under the ArcticLite® trademark and use our proprietarySolarGuard® technology, coupled with our novel foaming process, which we believe enables customers to achieve lower coststhrough reduced operating hours of refrigeration equipment and therefore reduced fuel consumption.•Specialty Trailers, Parts and Other. This includes a wide array of specialty equipment and services generally focused onproducts that require a higher degree of customer specifications and requirements. These specialty products include converterdollies, Big Tire Hauler and RoadRailer® trailers, rail products and aftermarket component products.•Used Trailers. This includes the sales of used trailers through our two used fleet sales centers to facilitate new trailer sales with afocus on selling both large and small fleet trade packages to the wholesale market.Our Diversified Products segment focuses on our commitment to expand our customer base, diversify our product offerings andrevenues and extend our market leadership by leveraging our proprietary DuraPlate® panel technology, drawing on our core manufacturingexpertise and making available products that are complementary to the truck trailers and transportation equipment we offer. During 2012,we expanded our Diversified Products segment by completing the acquisition of Walker. Diversified Products segment sales representedapproximately 23%, 8% and 6% of our consolidated net sales as measured before elimination of intersegment sales in 2012, 2011 and 2010,respectively. Our current Diversified Products primarily include the following:•Wabash Composites. Our composite products expand the use of DuraPlate® composite panels, already a proven product in thesemi-trailer market for over 17 years, into new product and market applications. In 2008, we began building and servicing all ofPODS® portable storage container requirements with our new DuraPlate® portable storage container. In 2009, we introduced ourEPA Smartway®2 approved DuraPlate® AeroSkirt®. Other composite products include foldable portable storage containers, truckbodies, overhead doors and other industrial applications. We continue to actively explore new opportunities to leverage ourproprietary technology into new industries and applications.•Walker Group. In 2012, we completed the acquisition of all the equity interests of Walker. Walker currently has several principalbrands divided among transportation and engineered products. Walker® Transport, Walker® Defense Group, Brenner® Tank,Bulk Tank InternationalTM, Progress Tank, Garsite and TST® are brands that sell transportation products and include: stainlesssteel and aluminum liquid transport tank trailers and other liquid transport solutions for the dairy, food and beverage, chemical andenvironmental and petroleum industries; aircraft refuelers and hydrant dispensers for in-to-plane fueling companies, airlines, freightdistribution companies and fuel marketers around the globe; military grade refueling and water tankers for applications andenvironments required by the military; truck mounted tanks for fuel delivery; and vacuum tankers. Walker® Engineered Products,Walker® Barrier Systems and Extract Technology® are brands that sell engineered products and include: a broad range of productsfor storage, mixing and blending, including process vessels, as well as round horizontal and vertical storage silo tanks; containmentand isolation systems for the pharmaceutical, chemical, and nuclear industries, including custom designed turnkey systems andspare components for full service and maintenance contracts; containment systems for the pharmaceutical, chemical and biotechmarkets; and mobile water(2)EPA Smartway® is a registered trademark of U.S. Environmental Protection Agency (EPA)10  TABLE OF CONTENTSstorage tanks used in the oil and gas industry to pump high-pressure water into underground wells. A listing of these widely recognizedbrands offered through the Walker Group are included below: – Walker® Transport – Founded as the original Walker business in 1943, the Walker® Transport brand includes stainless-steeltank trailers for the dairy, food and beverage end markets. – Brenner® Tank – Founded in 1900, Brenner® Tank manufactures stainless-steel and aluminum tank trailers for the oil andgas, chemical, dairy, food and beverage end markets. – Bulk Tank InternationalTM – Manufactures stainless-steel tank trailers for the oil and gas and chemical end markets. – Beall® Trailers – With tank trailer production dating to 1928, the Beall® brand includes aluminum tank trailers and relatedtank trailer equipment for the dry bulk and petroleum end markets (we acquired the Beall assets in the first quarter of 2013). – Progress Tank – Since 1920, the Progress Tank brand has included aluminum and stainless-steel truck-mounted tanks for theoil and gas and environmental end markets. – Garsite – Founded in 1952, Garsite is a value-added assembler of aircraft refuelers, hydrant dispensers, and above-ground fuelstorage tanks for the aviation end market. – TST® – The TST® brand includes truck-mounted tanks for the oil and gas and environmental end markets. – Walker® Engineered Products – Since the 1960s, Walker has marketed stainless-steel storage tanks and silos, mixers, andprocessors for the dairy, food and beverage, pharmaceutical, chemical and biotech end markets under the Walker® EngineeredProducts brand. – Walker® Barrier Systems – Since 1996, Walker® Barrier Systems brand has included stainless-steel isolators and downflowbooths, as well as custom-fabricated equipment, including workstations and drum booths for the pharmaceutical, fine chemical,biotech and nuclear end markets. – Extract Technology® – Since 1981, the Extract Technology® brand has included stainless-steel isolators and downflow booths,as well as custom-fabricated equipment, including workstations and drum booths for the pharmaceutical, fine chemical, biotechand nuclear end markets. – Wabash Energy & Environmental Solutions – A start-up manufacturing carbon steel frac tanks, vacuum tank trailers and otherrelated products for the oil and gas and environmental end markets.•Wabash Wood Products. We manufacture laminated hardwood oak products used primarily in the dry van trailer segment at ourmanufacturing operations located in Harrison, Arkansas.Our Retail segment offers products in three general categories, including new trailers, used trailers and parts and service. Retail segmentsales represented approximately 10%, 10% and 13% of our consolidated net sales as measured before elimination of intersegment sales in2012, 2011 and 2010, respectively. The following is a description of each product category:•We sell new trailers produced by the Commercial Trailer Products segment. Additionally, we sell specialty trailers produced by thirdparties that are purchased in smaller quantities for local or regional transportation needs. As a percentage of consolidated net sales,new trailer sales through the retail branch network represented approximately 5% in 2012 and 6% in each of 2011 and 2010.•We provide replacement parts and accessories, maintenance service and trailer repairs and conversions for trailers and other relatedequipment. Net sales of parts and service within our Retail segment represented approximately 5%, 4% and 6% of consolidated netsales in 2012, 2011 and 2010, respectively.•We sell used trailers through our retail branch network to enable us to remarket and promote new11  TABLE OF CONTENTStrailer sales in the local regions in which we operate. Used trailer sales represented less than 5% of consolidated net sales in 2012,2011 and 2010.CustomersOur customer base has historically included many of the nation’s largest truckload (TL) common carriers, leasing companies, privatefleet carriers, less-than-truckload (LTL) common carriers and package carriers. According to Transport Topics, our customer base includesapproximately one-half of the top fifty and more than one-third of the top one hundred for-hire fleet operators in North America. We continueto make improvements in expanding our customer base and diversifying into the broader trailer market through leveraging our independentdealer and company-owned retail networks as well as through the acquisitions of Walker and Transcraft and the asset purchases of Bealland Benson. Furthermore, we continue to diversify our products organically by expanding the use of DuraPlate® composite paneltechnology through products such as portable storage containers, DuraPlate® AeroSkirts®, truck bodies and overhead doors as well asstrategically through acquisitions like Walker and certain assets of Beall. The acquisition of certain assets of Beall has also expanded ourtank trailer market geographically by providing for a tank trailer manufacturing operations in the Western half of the U.S. All of theseefforts have been accomplished while maintaining our relationships with our core customers. Our five largest customers together accountedfor approximately 23%, 32% and 32% of our aggregate net sales in 2012, 2011 and 2010, respectively, with one different customerrepresenting approximately 13% and 10% of our net sales in each of 2011 and 2010, respectively. This decrease in our concentration of netsales is primarily the result of our diversification efforts as well as our Walker acquisition. International sales, primarily to Canadiancustomers, accounted for less than 10% of net sales for each of the last three years.We have established relationships as a supplier to many large customers in the transportation industry, including the following:•Truckload Carriers: Averitt Express, Inc.; Celadon Group, Inc.; Cowan Systems, LLC; Crete Carrier Corporation; GordonTrucking, Inc.; Heartland Express, Inc.; Knight Transportation, Inc.; Schneider National, Inc.; Swift Transportation Corporation;U.S. Xpress Enterprises, Inc.; and Werner Enterprises, Inc.•Less-Than-Truckload Carriers: FedEx Corporation; Old Dominion Freight Lines, Inc.; Vitran Express, Inc.; and YRCWorldwide, Inc.•Refrigerated Carriers: CR England, Inc.; Frozen Food Express Industries, Inc.; and Prime, Inc.•Leasing Companies: GE Trailer Fleet Services; Wells Fargo Equipment Finance, Inc.; and Xtra Lease, Inc.•Private Fleets: C&S Wholesale Grocers, Inc.; Dillard’s, Inc.; Dollar General Corporation; Safeway, Inc.; and Wal-MartTransportation, Inc.•Liquid Carriers: California Dairies, Inc.; Evergreen Tank Solutions LLC; Quality Carriers, Inc.; Semo Tank/Baker EquipmentCo.; Superior Tank, Inc.;Through our Diversified Products segment we also sell our products to several other customers including, but not limited to: CanAmEquipment Solutions Inc.; GlaxoSmithKline Services Unlimited; Morgan Corporation; PODS Enterprises, Inc.; Poly-Coat Systems, Inc.;Sabre Manufacturing, LLC; Supreme Corporation; and Utilimaster Corporation.Marketing and DistributionWe market and distribute our products through the following channels:•factory direct accounts;•Company-owned distribution network; and•independent dealerships.Factory direct accounts are generally large fleets, with over 7,500 trailers, that are high volume purchasers. Historically, we havefocused on the factory direct market in which customers are highly12  TABLE OF CONTENTSknowledgeable of the life-cycle costs of trailer equipment and, therefore, are best equipped to appreciate the design and value-added featuresof our products. We have also actively pursued, through our Company-owned and independent dealer network, the diversification of ourcustomer base focusing on carriers that operate fleets of between 250 to 7,500 trailers, which we estimate account for approximately twomillion trailers in total.Our Company-owned distribution network generates retail sales of trailers to smaller fleets and independent operators located ingeographic regions where our branches are located. This branch network enables us to provide maintenance and other services to customers.The branch network and our used trailer centers provide an outlet to facilitate the resale of used trailers taken in trade upon the sale of newtrailers, which is a common practice with fleet customers.We also sell our van trailers through a network of 24 independent dealers with approximately 62 locations throughout North America.Our platform trailers are sold through 90 independent dealers with approximately 116 locations throughout North America. Our tanktrailers are distributed through a network of 34 independent dealers and locations throughout North America. The dealers primarily servemid-market and smaller sized carriers and private fleets in the geographic region where the dealer is located and occasionally may sell tolarge fleets. The dealers may also perform service work for our customers.Raw MaterialsWe utilize a variety of raw materials and components including specialty steel coil, stainless steel, plastic, aluminum, lumber, tires,landing gear, axles and suspensions, which we purchase from a limited number of suppliers. Costs of raw materials and component partsrepresented approximately 69%, 77% and 74% of our consolidated net sales in 2012, 2011 and 2010, respectively. Decreases realizedthroughout 2012 are attributed to our concerted efforts to raise price and recover lost margins as well as an increased percentage of salesthrough our higher margin Diversified Products segment. Significant price fluctuations or shortages in raw materials or finished componentshas had, and could have further, adverse effects on our results of operations. In 2013 and for the foreseeable future, we expect that the rawmaterials used in the greatest quantity will be steel, aluminum, plastic and wood. For 2013, we expect there to be continued price volatilityfor some of our primary raw materials and component parts, including, among others, aluminum, steel, plastic and tires. Our Harrison,Arkansas laminated hardwood floor facility provides the majority of our requirements for the flooring of our dry van trailers and hasadequate capacity to meet our needs throughout 2013.BacklogOrders that have been confirmed by customers in writing, have defined delivery timeframes and can be produced during the next 18months are included in our backlog. Orders that comprise our backlog may be subject to changes in quantities, delivery, specifications,terms or cancellation. Our backlog of orders at December 31, 2012 and 2011 were approximately $666 million, including $147 millionrelated to Walker, and $587 million, respectively. We expect to complete the majority of our existing backlog orders within the next 12months.Patents and Intellectual PropertyWe hold or have applied for 79 patents in the U.S. on various components and techniques utilized in our manufacture of transportationequipment and engineered products. In addition, we hold or have applied for 100 patents in foreign countries. Our patents include intellectualproperty related to the manufacture of trailers using our proprietary DuraPlate® product, which we believe offers us a significantcompetitive advantage, and our containment and isolation systems, as well as other engineered products. The patents in our DuraPlate®portfolio have expiration dates ranging from 2016 to 2029. We also believe that our proprietary DuraPlate® production process, which hasbeen developed and refined since 1995, offers us a significant competitive advantage in the industry. While unpatented, the proprietaryknowledge of the process and significant intellectual and capital hurdles in creating a similar production process provides us with anadvantage over others in the industry who utilize composite panel technology. The patents in our engineered products portfolio haveexpiration dates ranging from 2015 to 2022. In addition, we have applied for, or been granted, patents in the U.S. and foreign countriesrelating to innovative product designs or design improvements, which were first developed by Wabash or its subsidiaries and have becomehighly desirable in our industry. In our view there are no meaningful patents having an expiration date prior to 2016.13  TABLE OF CONTENTSWe also hold or have applied for 42 trademarks in the U.S. as well as 50 trademarks in foreign countries. These trademarks include theWabash®, Wabash National®, Transcraft®, Benson®, Walker® Transport, Walker® Stainless Equipment, Walker® EngineeredProducts, TST®, Walker® Barrier Systems, Extract Technologies®, Beall® and Brenner® brand names as well as trademarks associatedwith our proprietary products such as DuraPlate®, RoadRailer®, Eagle® and Benson® trailers. We believe these trademarks are importantfor the identification of our products and the associated customer goodwill; however, our business is not materially dependent on suchtrademarks.Research and DevelopmentResearch and development expenses are charged to earnings as incurred and were $1.7 million, $1.0 million and $0.9 million in 2012,2011 and 2010, respectively.Environmental MattersOur facilities are subject to various environmental laws and regulations, including those relating to air emissions, wastewaterdischarges, the handling and disposal of solid and hazardous wastes and occupational safety and health. Our operations and facilities havebeen, and in the future may become, the subject of enforcement actions or proceedings for non-compliance with such laws or for remediationof company-related releases of substances into the environment. Resolution of such matters with regulators can result in commitments tocompliance abatement or remediation programs and in some cases the payment of penalties (see Item 3 “Legal Proceedings”).We believe that our facilities are in substantial compliance with applicable environmental laws and regulations. Our facilities haveincurred, and will continue to incur, capital and operating expenditures and other costs in complying with these laws and regulations.However, we currently do not anticipate that the future costs of environmental compliance will have a material adverse effect on ourbusiness, financial condition or results of operations.EmployeesAs of December 31, 2012 and 2011, we had approximately 4,400 and 2,600 full-time associates, respectively. This 69.2% year-over-year increase is primarily due to the addition of approximately 1,400 full time associates as a result of the Walker acquisition. Throughout2012, essentially all of our active associates were non-union. Our temporary associates represented approximately 24% of our overallproduction workforce as of December 31, 2012 as compared to approximately 50% as of the prior year period. We place a strong emphasison maintaining good employee relations by promoting educational programs and quality improvement teams.Executive Officers of Wabash National CorporationThe following are the executive officers of the Company: Name Age Position Richard J. Giromini 59 President and Chief Executive Officer, DirectorRodney P. Ehrlich 66 Senior Vice President – Chief Technology OfficerBruce N. Ewald 61 Senior Vice President – Sales and MarketingTimothy J. Monahan 60 Senior Vice President – Human ResourcesErin J. Roth 37 Senior Vice President – General Counsel and SecretaryMark J. Weber 41 Senior Vice President – Chief Financial OfficerRichard J. Giromini. Mr. Giromini was promoted to President and Chief Executive Officer on January 1, 2007. He had been ExecutiveVice President and Chief Operating Officer from February 28, 2005 until December 2005 when he was appointed President and a Directorof the Company. Prior to that, he had been Senior Vice President – Chief Operating Officer since joining the Company on July 15, 2002.Mr. Giromini was with Accuride Corporation from April 1998 to July 2002, where he served in capacities as Senior VicePresident – Technology and Continuous Improvement; Senior Vice President and General Manager – Light Vehicle Operations; andPresident and CEO of AKW LP. Previously, Mr. Giromini was employed by ITT Automotive, Inc. from 1996 to 1998 serving as theDirector of Manufacturing. Mr. Giromini14  TABLE OF CONTENTSalso serves on the board of directors of Robbins & Myers, Inc., a global supplier of highly engineered equipment and systems for criticalapplications in energy, industrial, chemical and pharmaceutical markets, which he joined in October 2008. Mr. Giromini holds a Bachelorof Science degree in mechanical and industrial engineering and a Master of Science degree in industrial management, both from ClarksonUniversity. He is a graduate of the Advanced Management Program at the Duke University Fuqua School of Management.Rodney P. Ehrlich. Mr. Ehrlich has been Senior Vice President – Chief Technology Officer of the Company since January 2004. From2001 to 2003, Mr. Ehrlich was Senior Vice President of Product Development. Mr. Ehrlich has been in charge of the Company's engineeringoperations since the Company's founding. Prior to Wabash National, Mr. Ehrlich started with Monon Trailer Corporation in 1963 workingvarious positions until becoming Chief Engineer in 1973, Director of Engineering in 1978, and serving until joining the founders ofWabash National in 1985. Mr. Ehrlich has obtained over 60 patents in trailer related design during his 50 year career in the trailermanufacturing business. Mr. Ehrlich holds a Bachelor of Science degree in Mechanical Engineering from Purdue University.Bruce N. Ewald. Mr. Ewald’s original appointment was Vice President and General Manager of Wabash National Trailer Centers, Inc.when he joined the Company in March 2005. In October 2005, he was promoted to Senior Vice President – Sales and Marketing. Mr. Ewaldhas more than 30 years of experience in the transportation industry. Most recently, Mr. Ewald was with PACCAR from 1991 to February2005 where he served in a number of executive-level positions. Prior to PACCAR, Mr. Ewald spent 10 years with Genuine Parts Co. wherehe served in several positions, including President and General Manager, Napa Auto Parts/Genuine Parts Co. Mr. Ewald holds a Bachelor ofScience degree in Business from the University of Minnesota.Timothy J. Monahan. Mr. Monahan has been Senior Vice President – Human Resources since joining the Company in October 2003. Inaddition, he also oversees the Company’s Information Technology group. Prior to Wabash, Mr. Monahan was with Textron FasteningSystems from 1999 to October 2003 where he served as Vice President – Human Resources for the Commercial Solutions Group and laterGlobal Vice President – Human Resources. Previously, Mr. Monahan served in a variety of key executive roles at Beloit Corporation,Ingersoll Cutting Tools and Regal Beloit Corporation, including Vice President – Human Resources at both Beloit’s Mill Pro and PaperMachinery Groups. Mr. Monahan serves on the board of directors of Global Specialty Solutions, a global producer of special cutting toolsand tooling solutions. He holds a Bachelor of Science degree from Milton College and has attended several executive management programs,including the Duke University Fuqua School of Management where he completed the Advanced Executive Management Program.Erin J. Roth. Effective January 1, 2011, Ms. Roth was promoted to the position of Senior Vice President – General Counsel andSecretary, following her appointment on March 1, 2010 to the position of Vice President – General Counsel and Secretary. Ms. Roth joinedthe Company in March 2007 as Corporate Counsel and was promoted in July 2009 to Senior Corporate Counsel. For the five years prior tojoining the Company, Ms. Roth was engaged in the private practice of law with Barnes & Thornburg, LLP, representing a number ofprivate and public companies throughout the U.S. Ms. Roth earned her Bachelor of Science degree in Accounting from Butler Universityand her Juris Doctorate from the Georgetown University Law Center.Mark J. Weber. Mr. Weber was promoted to Senior Vice President – Chief Financial Officer on August 31, 2009. Mr. Weber joined theCompany in August 2005 as Director of Internal Audit, was promoted in February 2007 to Director of Finance, and in November 2007 hewas promoted to Vice President and Corporate Controller. Prior to joining the Company, Mr. Weber was with Great Lakes ChemicalCorporation from October 1995 through August 2005 where he served in several positions of increasing responsibility within accountingand finance, including Vice President of Finance. Mr. Weber earned his Masters of Business Administration and Bachelor of Science inAccounting from Purdue University’s Krannert School of Management.15  TABLE OF CONTENTSITEM 1A — RISK FACTORSYou should carefully consider the risks described below in addition to other information contained or incorporated by reference in thisAnnual Report before investing in our securities. Realization of any of the following risks could have a material adverse effect on ourbusiness, financial condition, cash flows and results of operations.Risks Related to Our Business, Strategy and OperationsOur business is highly cyclical, which has had, and could have further, adverse effects on our sales and results of operations.The truck trailer manufacturing industry historically has been and is expected to continue to be cyclical, as well as affected by overalleconomic conditions. Customers historically have replaced trailers in cycles that run from five to 12 years, depending on service and trailertype. Poor economic conditions can adversely affect demand for new trailers and have historically, and has currently, led to an overall agingof trailer fleets beyond this typical replacement cycle. Customers’ buying patterns can also reflect regulatory changes, such as federal hours-of-service rules as well as overall truck safety and federal emissions standards.The steps we have taken to diversify our product offerings through the implementation of our strategic plan do not insulate us from thiscyclicality. During downturns, we operate with a lower level of backlog and have had to temporarily slow down or halt production at someor all of our facilities, including extending normal shut down periods and reducing salaried headcount levels. An economic downturn mayreduce, and in the past has reduced, demand for trailers, resulting in lower sales volumes, lower prices and decreased profits or losses.Demand for new trailers has been and will continue to be sensitive to economic conditions over which we have no control and thatmay further adversely affect our revenues and profitability.Demand for trailers is sensitive to changes in economic conditions such as the level of employment, consumer confidence, consumerincome, new housing starts, government regulations and the availability of financing and interest rates. The status of these economicconditions periodically have an adverse effect on truck freight and the demand for and the pricing of our trailers, and have resulted in, andcould continue to result in, the inability of customers to meet their contractual terms or payment obligations, which could further cause ouroperating revenues and profits to decline.We have a limited number of suppliers of raw materials and components; increases in the price of raw materials or theinability to obtain raw materials could adversely affect our results of operations.We currently rely on a limited number of suppliers for certain key components and raw materials in the manufacturing of our products,such as tires, landing gear, axles, suspensions and specialty steel coil used in DuraPlate® panels. From time to time, there have been andmay in the future be shortages of supplies of raw materials or components, or our suppliers may place us on allocation, which would havean adverse impact on our ability to meet demand for our products. Shortages and allocations may result in inefficient operations and abuild-up of inventory, which can negatively affect our working capital position. In addition, price volatility in commodities we purchasewhich impact the pricing of raw materials could continue to have negative impacts to our operating margins. The loss of any of oursuppliers or their inability to meet our price, quality, quantity and delivery requirements could have a significant impact on our results ofoperations.Our results of operations declined significantly in recent periods and have only recently begun a recovery, and the impact of thecurrent global economic weakness and its effects on our industry could continue to harm our operations and financialperformance.The global economic downturn beginning in 2007 and continuing through 2010 caused demand for new trailers during this period todecline and led to, in some cases, the cyclical timeframe for trailer replacement to be delayed due to economic pressures. However, we believethat the trailer industry is currently experiencing a period of economic recovery. The demand environment for trailers has improved in eachof the last three years and we believe the strong demand market will continue for the next several years. For example, according to a January2013 report by ACT Research Company (“ACT”), total trailer industry16  TABLE OF CONTENTSshipments for 2012 were approximately 239,000 trailers, representing an increase of approximately 12% from 2011. In addition, ACT isestimating 2013 trailer volumes to be approximately 255,000 trailers, representing an increase of approximately 7% from 2012 withcontinued strong demand levels through 2017 with estimated annual demand in excess of 220,000 trailers throughout the next five years. Bycomparison, total trailer industry shipments for 2008, 2009 and 2010 were approximately 143,000 trailers, 79,000 trailers, and 126,000trailers, respectively, which were all well below normal industry replacement demand levels estimated to be between 175,000 trailers and200,000 trailers.However, even with the forecasted recovery within the trailer manufacturing industry, we cannot make any assurances that we will beprofitable in future periods or that we will be able to sustain or increase profitability in the future. Increasing our profitability will depend onseveral factors, including, but not limited to, our ability to increase our overall trailer volumes, improve our gross margins, gain continuedmomentum on our product diversification efforts and manage our expenses. If we are unable to generate profitability in the future, we maynot be able to meet our payment and other obligations under our outstanding debt agreements.We continue to be affected by the credit markets, as well as the decline in the housing and construction-related markets in the U.S. Thesame general economic concerns faced by us are also faced by our customers. We believe that some of our customers are highly leveraged,have limited access to capital, and may be reliant on liquidity from global credit markets and other sources of external financing. If thecurrent conditions impacting the credit markets and general economy are prolonged, we may be faced with unexpected delays in productpurchases or the loss of customers, which could further materially impact our financial position, results of operations and cash flow.Further, lack of liquidity by our customers could impact our ability to collect amounts owed to us. While we have taken steps to addressthese concerns through the implementation of our strategic plan, we are not immune to the pressures being faced by our industry or theglobal economy, and our results of operations may decline.Our ability to fund operations is limited by our cash on hand and available borrowing capacity under our revolving creditfacility.We believe our liquidity, defined as cash on hand and available borrowing capacity, on December 31, 2012 of $224.3 million and ourexpected continued improvements in profitability will be more than adequate to fund working capital requirements and capital expendituresthroughout 2013, which we expect to be a period of continued strong demand within the trailer manufacturing industry. Furthermore, wecontinue to have the option, subject to certain conditions, to request an additional incremental increase to the total commitment of ourrevolving credit facility of $50 million. Our liquidity position represented an increase of $98.6 million from December 31, 2011, which isreflective of the challenges we have had in recent years maintaining a strong liquidity position. Our ability to fund our working capital needsand capital expenditures is limited by the net cash provided by operations, cash on hand and available borrowings under our revolvingcredit facility. Declines in net cash provided by operations, increases in working capital requirements necessitated by an increased demandfor our products and services, further decreases in the availability under the revolving credit facility or changes in the credit our suppliersprovide to us, could rapidly exhaust our liquidity.A change in our customer relationships or in the financial condition of our customers has had, and could have further, adverseeffects on our business.We have longstanding relationships with a number of large customers to whom we supply our products. We do not have long-termagreements with these customers. Our success is dependent, to a significant extent, upon the continued strength of these relationships andthe growth of our core customers. We often are unable to predict the level of demand for our products from these customers, or the timing oftheir orders. In addition, the same economic conditions that adversely affect us also often adversely affect our customers. In recent years, thedemand environment has caused us to experience reduced demand. As some of our customers are highly leveraged and have limited access tocapital, their continued existence may be uncertain. Furthermore, we are subject to a concentration of risk as the five largest customerstogether accounted for approximately 23% of our aggregate net sales and in recent years there have been customers who accounted17  TABLE OF CONTENTSindividually for greater than 10% of our aggregate net sales. The loss of a significant customer or unexpected delays in product purchasescould further adversely affect our business and results of operations.Our backlog is not necessarily indicative of the level of our future revenues.Our backlog represents future production for which we have written orders from our customers that can be produced or sold in the next18 months. Orders that comprise our backlog may be subject to changes in quantities, delivery, specifications and terms, or cancellation,and our reported backlog may not be converted to revenue in any particular period and actual revenue from such orders may not equal ourbacklog revenues. Therefore, our backlog is not necessarily indicative of the level of our future revenues. Order cancellations within thetrailer industry, according to ACT, were 5.6% for 2012 further supporting the commitment from fleet operators and their need for newequipment.Our technology and products may not achieve market acceptance or competing products could gain market share, which couldadversely affect our competitive position.We continue to optimize and expand our product offerings to meet our customer needs through our established brands, such asDuraPlate®, DuraPlateHD®, DuraPlate® XD-35®, DuraPlate Aeroskirt®, FreightPro®, ArcticLite®, Transcraft®, Eagle®, Benson®,Walker® Stainless Equipment, Brenner® Tank, Garsite, Progress Tank, TST®, Bulk Tank InternationalTM, and Extract Technology®.While we target product development to meet customer needs, there is no assurance that our product development efforts will be embracedand that we will meet our sales projections. Companies in the truck transportation industry, a very fluid industry in which our customersprimarily operate, make frequent changes to maximize their operations and profits.Over the past several years, we have seen a number of our competitors follow our leadership in the development and use of compositesidewalls that bring them into direct competition with our DuraPlate® products. Our product development is focused on maintaining ourleadership on these products but competitive pressures may erode our market share or margins. We continue to take steps to protect ourproprietary rights in our products. However, the steps we have taken to protect them may not be sufficient or may not be enforced by a courtof law. If we are unable to protect our intellectual properties, other parties may attempt to copy or otherwise obtain or use our products ortechnology. If competitors are able to use our technology, our ability to effectively compete could be harmed. In addition, litigation related tointellectual property could result in substantial costs and efforts which may not result in a successful outcome.Disruption of our manufacturing operations would have an adverse effect on our financial condition and results of operations.We manufacture our products at two van trailer facilities in Lafayette, Indiana, a flatbed and dump-body trailer facility in Cadiz,Kentucky, a hardwood floor facility in Harrison, Arkansas, five liquid-transportation systems facilities in New Lisbon, Wisconsin; Fonddu Lac, Wisconsin; Kansas City, Missouri; Kansas City, Kansas; and Queretaro, Mexico and three engineered products facilities in NewLisbon, Wisconsin; Elroy, Wisconsin; and Huddersfield, United Kingdom. An unexpected disruption in our production at any of thesefacilities for any length of time would have an adverse effect on our business, financial condition and results of operations.The inability to attract and retain key personnel could adversely affect our results of operations.Our ability to operate our business and implement our strategies depends, in part, on the efforts of our executive officers and other keyemployees. Our future success depends, in large part, on our ability to attract and retain qualified personnel, including manufacturingpersonnel, sales professionals and engineers. The unexpected loss of services of any of our key personnel or the failure to attract or retainother qualified personnel could have a material adverse effect on the operation of our business.We rely significantly on information technology to support our operations and if we are unable to protect against serviceinterruptions or security breaches, our business could be adversely impacted.We depend on a number of information technologies to integrate departments and functions, to enhance the ability to service customers,to improve our control environment and to manage our cost reduction18  TABLE OF CONTENTSinitiatives. We have put in place a number of systems, processes, and practices designed to protect against the failure of our systems, aswell as the misappropriation, exposure or corruption of the information stored thereon. Unintentional service disruptions or intentionalactions such as intellectual property theft, cyber-attacks, unauthorized access or malicious software, may lead to such misappropriation,exposure or corruption if our protective measures prove to be inadequate. Any issues involving these critical business applications andinfrastructure may adversely impact our ability to manage operations and the customers we serve. We could also encounter violations ofapplicable law or reputational damage from the disclosure of confidential information. In addition, the disclosure of non-public informationcould lead to the loss of our intellectual property and diminished competitive advantages. Should any of the foregoing events occur, we maybe required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future.Significant competition in the industry in which we operate may result in our competitors offering new or better products andservices or lower prices, which could result in a loss of customers and a decrease in our revenues.The truck and tank trailer manufacturing industry is highly competitive. We compete with other manufacturers of varying sizes, someof which have substantial financial resources. Trailer manufacturers compete primarily on the quality of their products, customerrelationships, service availability and cost. Barriers to entry in the standard truck trailer manufacturing industry are low. As a result, it ispossible that additional competitors could enter the market at any time. In the recent past, manufacturing over-capacity and high leverage ofsome of our competitors, along with bankruptcies and financial stresses that affected the industry, contributed to significant pricingpressures.If we are unable to successfully compete with other trailer manufacturers, we could lose customers and our revenues may decline. Inaddition, competitive pressures in the industry may affect the market prices of our new and used equipment, which, in turn, may adverselyaffect our sales margins and results of operations.We are subject to extensive governmental laws and regulations, and our costs related to compliance with, or our failure tocomply with, existing or future laws and regulations could adversely affect our business and results of operations.The length, height, width, maximum weight capacity and other specifications of truck and tank trailers are regulated by individualstates. The federal government also regulates certain trailer safety features, such as lamps, reflective devices, tires, air-brake systems andrear-impact guards. In addition, most tank trailers we manufacture have specific federal regulations and restrictions that dictate tank design,material type and thickness. Changes or anticipation of changes in these regulations can have a material impact on our financial results, asour customers may defer purchasing decisions and we may have to re-engineer products. We are subject to various environmental laws andregulations dealing with the transportation, storage, presence, use, disposal and handling of hazardous materials, discharge of storm waterand underground fuel storage tanks and may be subject to liability associated with operations of prior owners of acquired property. Inaddition, we are subject to laws and regulations relating to the employment of our associates and labor-related practices.If we are found to be in violation of applicable laws or regulations in the future, it could have an adverse effect on our business,financial condition and results of operations. Our costs of complying with these or any other current or future regulations may be material.In addition, if we fail to comply with existing or future laws and regulations, we may be subject to governmental or judicial fines orsanctions.New regulations related to conflict-free minerals may force us to incur additional expenses and otherwise adversely affect ourbusiness and results of operations.In August 2012, as mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Securities and ExchangeCommission adopted rules regarding disclosure of the use of certain minerals, known as conflict minerals, originating from the DemocraticRepublic of Congo or adjoining countries. These new requirements will require ongoing due diligence efforts, with initial disclosurerequirements beginning in May 2014. We may incur significant costs to determine the source of any such minerals used in our products. Wemay also incur costs with respect to potential changes to products, processes or sources of supply as a19  TABLE OF CONTENTSconsequence of our diligence activities. Further, the implementation of these rules and their effect on customer and/or supplier behavior couldadversely affect the sourcing, supply and pricing of materials used in our products, as the number of suppliers offering conflict-freeminerals could be limited. We may incur additional costs or face regulatory scrutiny if we determine that some of our products containmaterials not determined to be conflict-free or if we are unable to sufficiently verify the origins of all conflict minerals used in our products.Accordingly, the implementation of these rules could have a material adverse effect on our business, results of operations and/or financialcondition.Product liability and other legal claims could have an adverse effect on our financial condition and results of operations.As a manufacturer of products widely used in commerce, we are subject to product liability claims and litigation, as well as warrantyclaims. From time to time claims may involve material amounts and novel legal theories, and any insurance we carry may provideinadequate coverage to insulate us from material liabilities for these claims.In addition to product liability claims, we are subject to legal proceedings and claims that arise in the ordinary course of business, suchas workers' compensation claims, OSHA investigations, employment disputes and customer and supplier disputes arising out of theconduct of our business. Litigation may result in substantial costs and may divert management's attention and resources from the operationof our business, which could have a material adverse effect on our business, results of operations or financial condition. As described inmore detail in “Item 3-Legal Proceedings” below, we are currently appealing a judgment rendered by the Fourth Civil Court of Curitiba,Brazil, in a lawsuit that has been pending since 2001. While we are appealing this judgment, which renders it unenforceable at this time,and the Brazilian Court of Appeals has the authority to render a new judgment in the case without any regard to the lower court’s findings,the ultimate outcome of the case is uncertain and the resolution of this litigation may result in us incurring substantial costs that are notcovered by insurance.Risks Related to Our IndebtednessOur increased levels of indebtedness could adversely affect our business, financial condition and results of operations and ourability to meet our payment obligations under our debt agreements.Our debt and debt service obligations increased significantly in 2012 as a result of the offering of our 3.375% Convertible Senior NotesDue 2018 (“Notes”) in April 2012, entering into the Term Loan Credit Agreement in May 2012 and the amendment and restatement of ourrevolving credit agreement. As of December 31, 2012 and as a result of these events, we had approximately $453 million of indebtedness,including: $298 million secured, $150 million unsecured and approximately $5 million in capital lease obligations. This level of debtcould have significant consequences on our future operations, including, among others:•making it more difficult for us to meet our payment and other obligations under our outstanding debt agreements;•resulting in an event of default if we fail to comply with the financial and other restrictive covenants contained in our debtagreements, which event of default could result in all of our debt becoming immediately due and payable;•reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporatepurposes, and limiting our ability to obtain additional financing for these purposes;•subjecting us to the risk of increased sensitivity to interest rate increases on our indebtedness with variable interest rates;•limiting our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the industry inwhich we operate and the general economy; and•placing us at a competitive disadvantage compared to our competitors that have less debt or are less leveraged.Any of the factors listed above could have a material adverse effect on our business, financial condition and results of operations andour ability to meet our payment obligations under our debt agreements.20  TABLE OF CONTENTSServicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay ourdebt obligations.Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness depends on our futureperformance, which is subject to regulatory, economic, financial, competitive and other factors beyond our control. Our business may notcontinue to generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we areunable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt orobtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend onthe capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in theseactivities on desirable terms, which could result in a default on our debt obligations.Despite our current debt levels, we may still incur substantially more debt or take other actions that would intensify the risksdiscussed above.Despite our current consolidated debt levels, we and our subsidiaries may be able to incur substantial additional debt in the future,subject to the restrictions contained in our debt instruments, some of which may be secured debt. We are not restricted under the terms of theindenture governing the Notes from incurring additional debt, securing existing or future debt, recapitalizing our debt or taking a number ofother actions that are not limited by the terms of the indenture governing the Notes. Our Existing Credit Agreement restricts our ability toincur additional indebtedness, including secured indebtedness, but if the facilities mature or are repaid, we may not be subject to suchrestrictions under the terms of any subsequent indebtedness.The conditional conversion feature of the Notes, if triggered, may adversely affect our financial condition and operating results.In the event the conditional conversion feature of the Notes is triggered, holders of Notes will be entitled to convert the Notes at any timeduring specified periods at their option. If one or more holders elect to convert their Notes, unless we elect to satisfy our conversion obligationby delivering solely shares of our common stock (other than cash in lieu of any fractional share), we would be required to settle a portion orall of our conversion obligation through the payment of cash, which could adversely affect our liquidity. In addition, even if holders do notelect to convert their Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principalof the notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.Future sales of our common stock in the public market could lower the market price for our common stock and adversely impactthe trading price of the Notes.In the future, we may sell additional shares of our common stock to raise capital. In addition, a substantial number of shares of ourcommon stock are reserved for issuance upon the exercise of stock options and upon conversion of the Notes. We cannot predict the size offuture issuances or the effect, if any, that they may have on the market price for our common stock. The issuance and sale of substantialamounts of common stock, or the perception that such issuances and sales may occur, could adversely affect the market price of ourcommon stock and the trading price of the Notes and impair our ability to raise capital through the sale of additional equity securities.Provisions of the Notes could discourage a potential future acquisition of us by a third party.Certain provisions of the Notes could make it more difficult or more expensive for a third party to acquire us. Upon the occurrence ofcertain transactions constituting a fundamental change, holders of the Notes will have the right, at their option, to require us to repurchaseall of their Notes or any portion of the principal amount of such Notes in integral multiples of $1,000. We also may be required to issueadditional shares upon conversion in the event of certain corporate transactions. In addition, the indenture for the Notes prohibits us fromengaging in certain mergers or acquisitions unless, among other things, the surviving entity assumes our obligations under the Notes. Theseand other provisions of the Notes could prevent or deter a third party from acquiring us even where the acquisition could be beneficial toyou.21  TABLE OF CONTENTSOur Term Loan Credit Agreement and revolving credit facility contain several restrictive covenants that, if breached, could limitour financial and operating flexibility and subject us to other risks.Our Term Loan Credit Agreement and revolving credit facility include certain financial covenants. Breaching those financial covenantswould trigger an event of default and our lenders may, subject to various customary cure rights, require the immediate payment of allamounts outstanding and foreclose on the collateral.These debt facilities contain customary covenants limiting our ability to, among other things, pay cash dividends, incur debt or liens,redeem or repurchase stock, enter into transactions with affiliates, merge, dissolve, repay subordinated indebtedness, make investmentsand dispose of assets. As required under our Term Loan Credit Agreement, we must maintain (i) a minimum interest coverage ratio tested asof the last day of each fiscal quarter for the four consecutive fiscal quarters then ending of not less than (A) 2.0 to 1.0 through September 30,2013, (B) 3.0 to 1.0 thereafter through September 30, 2015, and (C) 4.0 to 1.0 thereafter, and (ii) a maximum senior secured leverage ratiotested as of the last day of each fiscal quarter for the four consecutive fiscal quarters then ending of not more than (A) 4.5 to 1.0 throughSeptember 30, 2013, (B) 4.0 to 1.0 thereafter through September 30, 2015, and (C) 3.5 to 1.0 thereafter. In addition, under our revolvingcredit facility, we are required to maintain a minimum fixed charge coverage ratio of not less than 1.1 to 1.0 as of the end of any period of 12fiscal months (subject to shorter testing periods until May 1, 2013) when excess availability under the Amended and Restated RevolvingCredit Agreement is less than 12.5% of the total revolving commitment. As of December 31, 2012, our interest coverage and senior securedleverage ratios were 6.9:1.0 and 1.5:1.0, respectively, and in compliance with all covenants under the Term Loan Credit Agreement.If availability under the Amended and Restated Revolving Credit Agreement is less than 15% of the total revolving commitment or ifthere exists an event of default, amounts in any of the Borrowers’ and the Revolver Guarantors’ deposit accounts (other than certainexcluded accounts) will be transferred daily into a blocked account held by the Revolver Agent and applied to reduce the outstandingamounts under the facility.As of December 31, 2012, we were in compliance with all covenants under both our Term Loan Credit Agreement and our revolvingcredit facility. Our ability to comply with the various financial covenants in the future may be affected by events beyond our control,including prevailing economic, financial and industry conditions.Risks Related to the Acquisition of WalkerIt may be difficult to fully integrate the business of Walker into our current business because of the more diversified nature ofits business.If we experience greater than anticipated costs to fully integrate Walker into our existing operations or are not able to fully achieve theanticipated benefits of the Walker Acquisition, including cost savings and other synergies, our business and results of operations could benegatively affected. In addition, it is possible that the ongoing integration process could result in the loss of key employees, errors or delaysin systems implementation, the disruption of our ongoing business or inconsistencies in standards, controls, procedures and policies thatadversely affect our ability to maintain relationships with customers and employees or to achieve the anticipated benefits of the WalkerAcquisition. Integration efforts also may divert management attention and resources. These integration matters may have an adverse effect onus, particularly during any transition period. In addition, although Walker is subject to many of the same risks and uncertainties that weface in our business, the acquisition of Walker, through its Engineered Products division, also involves our entering new product areas,markets and industries, which present risks resulting from our relative inexperience in these new areas. Walker’s Engineered Products linecould react differently to economic and other external factors than our traditional trailer business. We face the risk that we will not besuccessful with these products or in these new markets.We have made certain assumptions relating to the Walker Acquisition that may prove to be materially inaccurate.We have made certain assumptions relating to the Walker Acquisition which may prove to be inaccurate, including as a result of thefailure to realize the expected benefits of the Walker Acquisition, higher than22  TABLE OF CONTENTSexpected transaction and integration costs and unknown liabilities, as well as general economic and business conditions that adversely affectthe combined company following the Walker Acquisition. These assumptions relate to numerous matters, including:•our assessments of the asset quality and value of Walker and its assets;•projections of the business and Walker’s future financial performance;•our ability to continue to realize synergies related to supply chain optimization, commercialization and distribution of new andexisting products, back office and administrative consolidation, and further implementation of manufacturing best practices;•acquisition costs, including restructuring charges and transaction costs;•our ability to maintain, develop and deepen relationships with Walker’s customers;•our belief that the markets served by Walker tend to be less cyclical than the van and platform trailer markets historically served byWabash;•our belief that the indemnification and escrow arrangements that we have negotiated in the Purchase and Sale Agreement will proveadequate; and•other financial and strategic risks of the Walker Acquisition.If one or more of these assumptions are incorrect, it could have a material adverse effect on our business, manufacturing shipments,sales, and operating results, and the perceived benefits from the Walker Acquisition may not be realized.International operations are subject to increased risks, which could harm our business, operating results and financial condition.Walker has significantly greater international sales and operations than our current business. Our ability to manage our business andconduct operations internationally will require considerable management attention and resources and is subject to a number of risks,including the following:•challenges caused by distance, language and cultural differences and by doing business with foreign agencies and governments;•longer payment cycles in some countries;•uncertainty regarding liability for services and content;•credit risk and higher levels of payment fraud;•currency exchange rate fluctuations and our ability to manage these fluctuations;•foreign exchange controls that might prevent us from repatriating cash earned in countries outside the U.S.;•import and export requirements that may prevent us from shipping products or providing services to a particular market and mayincrease our operating costs;•potentially adverse tax consequences;•higher costs associated with doing business internationally;•different expectations regarding working hours, work culture and work-related benefits; and•different employee/employer relationships and the existence of workers’ councils and labor unions.Compliance with complex foreign and U.S. laws and regulations that apply to the international operations of Walker may increase ourcost of doing business and could expose us or our employees to fines, penalties and other liabilities. These numerous and sometimesconflicting laws and regulations include import and export requirements, content requirements, trade restrictions, tax laws, environmentallaws and regulations, sanctions, internal and disclosure control rules, data privacy requirements, labor relations laws, U.S. laws such asthe Foreign Corrupt Practices Act and substantially equivalent local laws prohibiting corrupt payments to23  TABLE OF CONTENTSgovernmental officials and/or other foreign persons. Although we have policies and procedures designed to ensure compliance with theselaws and regulations, there can be no assurance that our officers, employees, contractors or agents will not violate our policies. Any violationof the laws and regulations that apply to our operations and properties, including those acquired through or after the Walker Acquisition,could result in, among other consequences, fines, environmental and other liabilities, criminal sanctions against us, our officers or ouremployees, prohibitions on our ability to offer our products and services to one or more countries and could also materially damage ourreputation, our brand, our international expansion efforts, our ability to attract and retain employees, our business and our operating results.Walker will be subject to business uncertainties and contractual restrictions which could adversely affect its financial resultsand the ability to retain key employees.Uncertainty about the effect of the Walker Acquisition on Walker’s customers, employees or suppliers may have an adverse effect onWalker. These uncertainties may impair its ability to attract, retain and motivate key personnel for a period of time after the WalkerAcquisition, and could cause disruptions in its relationships with customers, suppliers and other parties with which it deals.In particular, we consider Walker’s strong management team one of the most attractive aspects of Walker. The loss of any member of theWalker senior management team could have an adverse effect on our ability to operate the Walker business and integrate it into ourconsolidated operations. Retention of these key members may be particularly challenging even for a period of time after the completion of theAcquisition, as employees may experience uncertainty about their future roles. If, despite retention and recruiting efforts, key employeesdepart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with Walker following the WalkerAcquisition, its business operations and financial results could be adversely affected.We also expect that matters relating to the Walker Acquisition and integration-related issues will continue to place a significant burden onWalker’s management, employees and internal resources, which otherwise could have been devoted to other business opportunities andimprovements. These restrictions may have the effect of preventing Walker from pursuing otherwise attractive business opportunities andmaking other changes or improvements to its business.Walker typically has not entered into written agreements with its top suppliers and customers.Walker has many arrangements for the sale and purchase of products that are on a single transaction basis. As a result, we cannotassure you that most, or any, of the customers or suppliers of Walker will continue to trade with us. Should we, for any reason, lose ordiscontinue our business relationships with a substantial number of these customers, the impact to our revenues and results of operationscould be substantial.Risks Related to the Acquisition of Certain Beall AssetsIt may be difficult to integrate the business previously conducted with the assets purchased from Beall into our currentbusiness.Pursuant to the terms of an Asset Purchase Agreement dated January 24, 2013, the Company acquired certain assets of the tank andtrailer business of Beall (the “Beall Acquisition”). If we experience greater than anticipated costs to integrate the assets purchased into ourexisting operations or are not able to achieve the anticipated benefits of the Beall Acquisition, our business and results of operations could benegatively affected. Integration efforts also may divert management attention and resources. These integration matters may have an adverseeffect on us, particularly during any transition period.Risks Related to an Investment in Our Common StockOur common stock has experienced, and may continue to experience, price volatility and a low trading volume.The trading price and volume of our common stock has been and may continue to be subject to large fluctuations. The market price andvolume of our common stock may increase or decrease in response to a number of events and factors, including:24  TABLE OF CONTENTS•trends in our industry and the markets in which we operate;•changes in the market price of the products we sell;•the introduction of new technologies or products by us or by our competitors;•changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors;•operating results that vary from the expectations of securities analysts and investors;•announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures, financings orcapital commitments;•changes in laws and regulations;•general economic and competitive conditions; and•changes in key management personnel.This volatility may adversely affect the prices of our common stock regardless of our operating performance. To the extent that the priceof our common stock declines, our ability to raise funds through the issuance of equity or otherwise use our common stock as considerationwill be reduced. These factors may limit our ability to implement our operating and growth plans.An ownership change could result in a limitation on the use of our net operating losses.As of December 31, 2012, we had approximately $111 million of remaining U.S. federal income tax net operating loss carryforwards(“NOLs”), which will begin to expire in 2028, if unused, and which may be subject to other limitations under Internal Revenue Service (the“IRS”) rules. We have various, multistate income tax net operating loss carryforwards, which have been recorded as a deferred income taxasset, of approximately $12 million, before valuation allowances. We also have various U.S. federal income tax credit carryforwards,which will expire beginning in 2012, if unused. Our NOLs, including any future NOLs that may arise, are subject to limitations on useunder the IRS rules, including Section 382 of the Internal Revenue Code of 1986, as revised. Section 382 limits the ability of a company toutilize NOLs in the event of an ownership change. We would undergo an ownership change if, among other things, the stockholders, orgroup of stockholders, who own or have owned, directly or indirectly, 5% or more of the value of our stock or are otherwise treated as 5%stockholders under Section 382 and the regulations promulgated thereunder increase their aggregate percentage ownership of our stock bymore than 50 percentage points over the lowest percentage of our stock owned by these stockholders at any time during the testing period,which is generally the three-year period preceding the potential ownership change.In the event of an ownership change, Section 382 imposes an annual limitation on the amount of post-ownership change taxable incomea corporation may offset with pre-ownership change NOLs and certain recognized built-in losses. The limitation imposed by Section 382 forany post-change year would be determined by multiplying the value of our stock immediately before the ownership change (subject to certainadjustments) by the applicable long-term tax-exempt rate in effect at the time of the ownership change. Any unused annual limitation may becarried over to later years, and the limitation may under certain circumstances be increased by built-in gains that may be present in assetsheld by us at the time of the ownership change that are recognized in the five-year period after the ownership change. It is expected that anyloss of our NOLs would cause our effective tax rate to go up significantly when we return to profitability, excluding impacts of valuationallowance.On May 28, 2010 a change of ownership did occur resulting from the issuance of 11,750,000 shares of common stock, which invokeda limitation on the utilization of pre-ownership change U.S. Federal NOLs under Section 382. Pre-ownership change U.S. Federal NOLs atDecember 31, 2012 are $99 million. Management has estimated the annual U.S. Federal NOL limitations under IRC Section 382 through2014 are $80 million for 2013 and $19 million for 2014. To the extent the limitation in any year is not reached, any remaining limitation canbe carried forward indefinitely to future years. Post-ownership change U.S. Federal NOLs at December 31, 2011 are $12 million, which iscurrently not subject to utilization limits.25  TABLE OF CONTENTSITEM 1B – UNRESOLVED STAFF COMMENTSNone.ITEM 2 – PROPERTIESOur main Lafayette, Indiana facility is a 1.2 million square foot facility that houses truck trailer and composite material production,tool and die operations, research laboratories and offices. Our second Lafayette, Indiana facility is 0.8 million square feet and used for theproduction of refrigerated trailers and frac tanks. In total, our main facilities have the capacity to produce approximately 80,000 van trailersannually on a three shift, five-day workweek schedule, depending on the mix of products.We have 18 Retail facilities located throughout North America. Each sales and service branch consists of an office, parts warehouse andservice space, and ranges in size from 4,000 to 70,000 square feet per facility. The 18 facilities are located in 13 states with eight of thefacilities being leased.Properties owned by Wabash are subject to security interests held by our lenders. The following table provides information regarding ourmajor facilities located in the United States, Mexico and United Kingdom: Location Owned or Leased Description of Activities at Location SegmentAshland, Kentucky Leased Parts distribution RetailBaton Rouge, Louisiana Leased Service and parts distribution RetailCadiz, Kentucky Leased Manufacturing, new trailers andparts distribution Commercial TrailerProducts and RetailChicago, Illinois Leased Service and parts distribution RetailColumbus, Ohio Owned New trailers, used trailers,service and parts distribution RetailDallas, Texas Owned New trailers, used trailers,service and parts distribution RetailDenver, Colorado Owned New trailers, used trailers,service and parts distribution RetailElroy, Wisconsin Owned Manufacturing Diversified ProductsFindlay, Ohio Leased Service and parts distribution Diversified ProductsFond du Lac, Wisconsin Owned Manufacturing Diversified ProductsFontana, California Owned New trailers, used trailers,service and parts distribution RetailHarrison, Arkansas Owned Manufacturing Diversified ProductsHouston, Texas Leased Service and parts distribution RetailHuddersfield, United Kingdom Leased property/Owned building Manufacturing Diversified ProductsKansas City, Kansas Leased Manufacturing Diversified ProductsKansas City, Missouri Leased Manufacturing Diversified ProductsLafayette, Indiana Owned Manufacturing and used trailers Commercial TrailerProducts and RetailMauston, Wisconsin Leased Service and parts distribution RetailMiami, Florida Owned New trailers, used trailers,service and parts distribution RetailNew Lisbon, Wisconsin Owned Manufacturing Diversified ProductsPhoenix, Arizona Owned New trailers, used trailers,service and parts distribution RetailPittsburgh, Pennsylvania Owned New trailers, used trailers,service and parts distribution RetailPortland, Oregon Owned/Leased Manufacturing, new trailers,used trailers, service andparts distribution Diversified Productsand RetailQueretaro, Mexico Owned Manufacturing Diversified ProductsSacramento, California Leased New trailers, used trailers,service and parts distribution RetailSan Antonio, Texas Owned New trailers, used trailers,service and parts distribution RetailScranton, Pennsylvania Owned New trailers, used trailers,service and parts distribution RetailTavares, Florida Leased Manufacturing Diversified ProductsWaxahachie, Texas Leased Used trailers RetailWest Memphis, Arkansas Leased Service and parts distribution Retail26  TABLE OF CONTENTSITEM 3 — LEGAL PROCEEDINGSWe are involved in a number of legal proceedings concerning matters arising in connection with the conduct of our business activities,and are periodically subject to governmental examinations (including by regulatory and tax authorities), and information gathering requests(collectively, “governmental examinations”). As of December 31, 2012, we were named as a defendant or were otherwise involved innumerous legal proceedings and governmental examinations in various jurisdictions, both in the United States and internationally.We have recorded liabilities for certain of our outstanding legal proceedings and governmental examinations. A liability is accrued whenit is both (a) probable that a loss with respect to the legal proceeding has occurred and (b) the amount of loss can be reasonably estimated.We evaluate, on a quarterly basis, developments in legal proceedings and governmental examinations that could cause an increase ordecrease in the amount of the liability that has been previously accrued. These legal proceedings, as well as governmental examinations,involve various lines of business and a variety of claims (including, but not limited to, common law tort, contract, antitrust and consumerprotection claims), some of which present novel factual allegations and/or unique legal theories. While some matters pending against usspecify the damages claimed by the plaintiff, many seek a not-yet-quantified amount of damages or are at very early stages of the legalprocess. Even when the amount of damages claimed against Wabash is stated, the claimed amount may be exaggerated and/or unsupported.As a result, it is not currently possible to estimate a range of possible loss beyond previously accrued liabilities relating to some mattersincluding those described below. Such previously accrued liabilities may not represent our maximum loss exposure. The legal proceedingsand governmental examinations underlying the estimated range will change from time to time and actual results may vary significantly fromthe currently accrued liabilities.Based on our current knowledge, and taking into consideration its litigation-related liabilities, we believe we are not a party to, nor is anyof our properties the subject of, any pending legal proceeding or governmental examination other than the matters below, which are addressedindividually, that would have a material adverse effect on our consolidated financial condition or liquidity. However, in light of theuncertainties involved in such matters, the ultimate outcome of a particular matter could be material to our operating results for a particularperiod depending on, among other factors, the size of the loss or liability imposed and the level of our income for that period. Costsassociated with the litigation and settlements of legal matters are reported within General and Administrative Expenses in the ConsolidatedStatements of Operations.Brazil Joint VentureIn March 2001, Bernard Krone Indústria e Comércio de Máquinas Agrícolas Ltda. (“BK”) filed suit against the Company in the FourthCivil Court of Curitiba in the State of Paraná, Brazil. Because of the bankruptcy of BK, this proceeding is now pending before the SecondCivil Court of Bankruptcies and Creditors Reorganization of Curitiba, State of Paraná (No. 232/99).The case grows out of a joint venture agreement between BK and the Company related to marketing of RoadRailer trailers in Brazil andother areas of South America. When BK was placed into the Brazilian equivalent of bankruptcy late in 2000, the joint venture wasdissolved. BK subsequently filed its lawsuit against the Company alleging that it was forced to terminate business with other companiesbecause of the exclusivity and non-compete clauses purportedly found in the joint venture agreement. BK asserted damages, exclusive of anypotentially court-imposed interest or inflation adjustments, of approximately R$20.8 million (Brazilian Reais). BK did not change theamount of damages it asserted following its filing in the case in 2001.A bench (non-jury) trial was held on March 30, 2010 in Curitiba, Paraná, Brazil. On November 22, 2011, the Fourth Civil Court ofCuritiba partially granted BK’s claims, and ordered us to pay BK lost profits, compensatory, economic and moral damages in excess of theamount of compensatory damages asserted by BK. The total ordered damage amount is approximately R$26.7 million (Brazilian Reais),which is approximately $13.1 million U.S. dollars using current exchange rates and exclusive of any potentially court-imposed interest, feesor inflation adjustments (which are currently estimated at a maximum of approximately $54 million, at current exchange rates, but maychange with the passage of time and/or the27  TABLE OF CONTENTSdiscretion of the court at the time of final judgment in this matter). Due, in part, to the amount and types of damages awarded by the FourthCivil Court of Curitiba, we immediately filed for clarification of the judgment, which renders the judgment unenforceable at this time. Uponreceipt of a clarified judgment from the Fourth Civil Court of Curitiba, we also plan to appeal the judgment to the State of Paraná Court ofAppeals. The Court of Appeals has the authority to re-hear all facts presented to the lower court, as well as to reconsider the legal questionspresented in the case, and to render a new judgment in the case without regard to the lower court’s findings. Pending outcome of this appealprocess, the judgment is not enforceable by the plaintiff. Any ruling from the Court of Appeals is not expected prior to the second quarter of2013, and, accordingly, the judgment rendered by the lower court cannot be enforced prior to that time, and may be overturned or reduced asa result of this process. We believe that the claims asserted by BK are without merit and we intend to continue to vigorously defend ourposition. We have not recorded a charge with respect to this loss contingency as of December 31, 2012. Furthermore, at this time, we do nothave sufficient information to predict the ultimate outcome of the case and are unable to estimate the amount of any reasonable possible lossor range of loss that we may be required to pay at the conclusion of the case. We will reassess the need for the recognition of a losscontingency upon the receipt of a clarified judgment and assignment of the case in the Court of Appeals, upon a decision to settle this casewith the plaintiffs or an internal decision as to an amount that we would be willing to settle or upon the outcome of the appeals process.Intellectual PropertyIn October 2006, we filed a patent infringement suit against Vanguard National Corporation (“Vanguard”) regarding our U.S. PatentNos. 6,986,546 and 6,220,651 in the U.S. District Court for the Northern District of Indiana (Civil Action No. 4:06-cv-135). Weamended the Complaint in April 2007. In May 2007, Vanguard filed its Answer to the Amended Complaint, along with Counterclaimsseeking findings of non-infringement, invalidity, and unenforceability of the subject patents. We filed a reply to Vanguard’s counterclaimsin May 2007, denying any wrongdoing or merit to the allegations as set forth in the counterclaims. The case has currently been stayed byagreement of the parties while the U.S. Patent and Trademark Office (“Patent Office”) undertakes a reexamination of U.S. Patent Nos.6,986,546. In June 2010, the Patent Office notified the Company that the reexamination is complete and the Patent Office has reissued U.S.Patent No. 6,986,546 without cancelling any claims of the patent. The parties have not yet petitioned the Court to lift the stay, and it isunknown at this time when the parties’ petition to lift the stay may be filed or granted.We believe that our claims against Vanguard have merit and that the claims asserted by Vanguard are without merit. We intend tovigorously defend our position and intellectual property. We believe that the resolution of this lawsuit will not have a material adverse effecton our financial position, liquidity or future results of operations. However, at this stage of the proceeding, no assurance can be given as tothe ultimate outcome of the case.Walker AcquisitionAs discussed previously, on May 8, 2012, we completed the Walker Acquisition pursuant to the Purchase and Sale Agreement for$375.0 million in cash, subject to post-closing purchase price adjustments related to the acquired working capital. The amount of workingcapital acquired at the date of acquisition is currently in dispute between us and the Seller, which includes a claim for unpaid benefits owedby the Seller as a result of our acquisition of Walker, and is expected to be resolved prior to the first anniversary date of the purchase. We donot expect that this matter will have a material adverse effect on our financial condition or results of operations.Environmental DisputesBulk Tank International, S. de R.L. de C.V. (“Bulk”), one of the Walker companies we acquired on May 8, 2012, entered intoagreements in 2011 with the Mexican federal environmental agency, PROFEPA, and the applicable state environmental agency, PROPAEG,pursuant to PROFEPA’s and PROPAEG’s respective environmental audit programs to resolve noncompliance with federal and stateenvironmental laws at Bulk’s Guanajuato facility (“Compliance Agreements”). The Compliance Agreements require Bulk to undertakecertain corrective action to come into compliance with environmental requirements. We do not expect that this matter will have a materialadverse effect on our financial condition or results of operations.28  TABLE OF CONTENTSIn January 2012, we were noticed as a potentially responsible party (“PRP”) by the U.S. Environmental Protection Agency (“EPA”) andthe Louisiana Department of Environmental Quality (“LDEQ”) pertaining to the Marine Shale Processors Site located in Amelia, Louisiana(“MSP Site”) pursuant to the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and correspondingLouisiana statutes. The EPA’s allegation that we are a PRP arises out of one alleged shipment of waste to the MSP Site in 1992 from ourbranch facility in Dallas, Texas. As such, the MSP Site PRP Group notified us in January 2012 that, as a result of a March 18, 2009Cooperative Agreement for Site Investigation and Remediation entered into between the MSP Site PRP Group and the LDEQ, we were beingoffered a “De Minimis Cash-Out Settlement” to contribute to the remediation costs, which would remain open until February 29, 2012. Wechose not to enter into the settlement and have denied any liability. In addition, we have requested that the MSP Site PRP Group remove usfrom the list of PRPs for the MSP Site, based upon the following facts. We acquired this branch facility in 1997 – five years after thealleged shipment – as part of the assets we acquired out of the Fruehauf Trailer Corporation (“Fruehauf”) bankruptcy (Case No. 96-1563,United States Bankruptcy Court, District of Delaware (“Bankruptcy Court”)). As part of the Asset Purchase Agreement regarding ourpurchase of assets from Fruehauf, we did not assume liability for “Off-Site Environmental Liabilities,” which are defined to include anyenvironmental claims arising out of the treatment, storage, disposal or other disposition of any Hazardous Substance at any location otherthan any of the acquired locations/assets. The Bankruptcy Court, in an Order dated May 26, 1999, also provided that, except for thosecertain specified liabilities assumed by us under the terms of the Asset Purchase Agreement, we shall not be subject to claims assertingsuccessor liability. The “no successor liability” language of the Asset Purchase Agreement and the Bankruptcy Court Order form the basisfor our request that it be removed from the list of PRPs for the MSP Site. The MSP Site PSP Group is currently considering our request, buthas provided no timeline for a response. However, the MSP Site PSP Group has agreed to indefinitely extend the time period by which wemust respond to the De Minimis Cash-Out Settlement offer. We do not expect that this proceeding will have a material adverse effect on itsfinancial condition or results of operations.In September 2003, we were noticed as a potentially responsible party (PRP) by the U.S. Environmental Protection Agency (“EPA”)pertaining to the Motorola 52nd Street, Phoenix, Arizona Superfund Site (the “Superfund Site”) pursuant to the ComprehensiveEnvironmental Response, Compensation and Liability Act (“CERCLA”). PRPs include current and former owners and operators offacilities at which hazardous substances were allegedly disposed. The EPA’s allegation that we were a PRP arises out of our acquisition of aformer branch facility located approximately five miles from the original Superfund Site. We acquired this facility in 1997, operated thefacility until 2000, and sold the facility to a third party in 2002. In June 2010, we were contacted by the Roosevelt Irrigation District (“RID”)informing us that the Arizona Department of Environmental Quality (“ADEQ”) had approved a remediation plan in excess of $100 millionfor the RID portion of the Superfund Site, and demanded that we contribute to the cost of the plan or be named as a defendant in a CERCLAaction to be filed in July 2010. We initiated settlement discussions with the RID and the ADEQ in July 2010 to provide a full release from theRID, and a covenant not-to-sue and contribution protection regarding the former branch property from the ADEQ, in exchange for paymentfrom us. If the settlement is approved by all parties, it will prevent any third party from successfully bringing claims against us forenvironmental contamination relating to this former branch property. We have been awaiting approval from the ADEQ since the settlementwas first proposed in July 2010. Based on communications with the RID and ADEQ in October 2012, we do not expect to receive a responseregarding the approval of the settlement from the ADEQ for, at least, several additional months. Based upon our limited period of ownershipof the former branch property, and the fact that we no longer own the former branch property, we do not anticipate that the ADEQ will rejectthe proposed settlement, but no assurance can be given at this time as to the ADEQ’s response to the settlement proposal. The proposedsettlement terms were accrued in 2010 and did not have a material adverse effect on our financial condition or results of operations, and webelieve that any ongoing proceedings will not have a material adverse effect on our financial condition or results of operations.In January 2006, we received a letter from the North Carolina Department of Environment and Natural Resources indicating that a sitethat we formerly owned near Charlotte, North Carolina has been included on the state's October 2005 Inactive Hazardous Waste SitesPriority List. The letter states that we were being notified in fulfillment of the state's “statutory duty” to notify those who own and those whoat present are known to be responsible for each Site on the Priority List. No action is being requested from us at this time,29  TABLE OF CONTENTSand we have received no further notices or communications regarding this matter from the state of North Carolina. We do not expect that thisdesignation will have a material adverse effect on our financial condition or results of operations.ITEM 4 — MINE SAFETY DISCLOSURESNot Applicable.PART IIITEM 5 — MARKET FOR REGISTRANT’S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUERPURCHASES OF EQUITY SECURITIESInformation Regarding our Common StockOur common stock is traded on the New York Stock Exchange (ticker symbol: WNC). The number of record holders of our commonstock at February 21, 2013 was 867.We declared quarterly dividends of $0.045 per share on our common stock from the first quarter of 2005 through the third quarter of2008. In December 2008, we suspended the payment of our quarterly dividend due to the continued weak economic environment and theuncertainty as to the timing of a recovery as well as our effort to enhance liquidity. No dividends on our common stock were declared orpaid in 2012. The reinstatement of quarterly cash dividends on our common stock will depend on our future earnings, capital availability,financial condition and the discretion of our Board of Directors.On May 13, 2010, our stockholders approved an amendment to our Certificate of Incorporation, as amended, to increase the number ofauthorized shares of common stock, par value $0.01 per share, from 75 million shares to 200 million shares and correspondingly, toincrease the total number of authorized shares of all classes of capital stock from 100 million shares to 225 million shares, which includes25 million shares of preferred stock, par value $0.01 per share.High and low stock prices as reported on the New York Stock Exchange for the last two years were: High Low2011 First Quarter $13.17 $9.85 Second Quarter $11.99 $8.45 Third Quarter $9.78 $4.48 Fourth Quarter $8.12 $4.22 2012 First Quarter $11.55 $7.82 Second Quarter $10.38 $5.85 Third Quarter $8.00 $5.65 Fourth Quarter $9.41 $6.19 30  TABLE OF CONTENTSPerformance GraphThe following graph shows a comparison of cumulative total returns for an investment in our common stock, the S&P 500 CompositeIndex and the Dow Jones Transportation Index. It covers the period commencing December 31, 2007 and ending December 31, 2012. Thegraph assumes that the value for the investment in our common stock and in each index was $100 on December 31, 2007 and that alldividends were reinvested.Comparative of Cumulative Total ReturnDecember 31, 2007 through December 31, 2012among Wabash National Corporation, the S&P 500 Indexand the Dow Jones Transportation Index31  TABLE OF CONTENTSITEM 6 — SELECTED FINANCIAL DATAThe following selected consolidated financial data with respect to Wabash National for each of the five years in the period endingDecember 31, 2012, have been derived from our consolidated financial statements. The following information should be read in conjunctionwith Management's Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financialstatements and notes thereto included elsewhere in this Annual Report. Years Ended December 31, 2012 2011 2010 2009 2008 (Dollars in thousands, except per share data)Statement of Comprehensive Income Data: Net sales $1,461,854 $1,187,244 $640,372 $337,840 $836,213 Cost of sales 1,298,031 1,120,524 612,289 360,750 815,289 Gross profit $163,823 $66,720 $28,083 $(22,910) $20,924 Selling, general and administrative expenses 68,340 43,975 40,545 40,209 55,429 Amortization of intangibles 10,590 2,955 2,955 2,955 2,955 Acquisition expenses 14,409 — — — — Impairment of goodwill — — — — 66,317 Income (Loss) from operations $70,484 $19,790 $(15,417) $(66,074) $(103,777) Interest expense (21,724) (4,136) (4,140) (4,379) (4,657) Increase in fair value of warrant — — (121,587) (33,447) — Other, net (97) (441) (667) (866) (328) Income (Loss) before income taxes $48,663 $15,213 $(141,811) $(104,766) $(108,762) Income tax (benefit) expense (56,968) 171 (51) (3,001) 17,064 Net income (loss) $105,631 $15,042 $(141,760) $(101,765) $(125,826) Preferred stock dividends and early extinguishment — — 25,454 3,320 — Net income (loss) applicable to common stockholders $105,631 $15,042 $(167,214) $(105,085) $(125,826) Basic and diluted net income (loss) percommon share $1.53 $0.22 $(3.36) $(3.48) $(4.21) Common stock dividends declared $— $— $— $— $0.135 Balance Sheet Data: Working capital $221,402 $95,529 $61,427 $(34,927) $(2,698) Total assets $902,626 $388,050 $302,834 $223,777 $331,974 Total debt and capital leases $425,151 $69,821 $59,554 $33,243 $85,148 Stockholders' equity $268,727 $146,346 $129,025 $53,485 $153,437 32  TABLE OF CONTENTSITEM 7 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONSManagement’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) describes the matters that weconsider to be important to understanding the results of our operations for each of the three years in the period ended December 31, 2012,and our capital resources and liquidity as of December 31, 2012. Our discussion begins with our assessment of the condition of the NorthAmerican trailer industry along with a summary of the actions we have taken to strengthen the Company. We then analyze the results of ouroperations for the last three years, including the trends in the overall business and our operating segments, followed by a discussion of ourcash flows and liquidity, capital markets events and transactions, our credit facility and contractual commitments. We also provide areview of the critical accounting judgments and estimates that we have made that we believe are most important to an understanding of ourMD&A and our consolidated financial statements. These are the critical accounting policies that affect the recognition and measurement ofour transactions and the balances in our consolidated financial statements. We conclude our MD&A with information on recent accountingpronouncements that we adopted during the year, if any, as well as those not yet adopted that may have an impact on our financialaccounting practices.We have three reportable operating segments: Commercial Trailer Products, Diversified Products and Retail. The Commercial TrailerProducts segment produces trailers that are sold to customers who purchase trailers directly or through independent dealers and to the Retailsegment. The Diversified Products segment focuses on our commitment to expand our customer base, diversify our product offerings andrevenues and extend our market leadership by leveraging our proprietary DuraPlate® panel technology, drawing on our core manufacturingexpertise and making available products that are complementary to the truck and tank trailers and transportation equipment we offer. TheRetail segment includes the sale of new and used trailers, as well as the sale of aftermarket parts and service through our retail branchnetwork.Executive SummaryAs the calendar year 2011 concluded, evidence suggested that we had reached the beginning of a recovery within the trailer industry asdemand increased significantly from the historical lows of 2009 and 2010. We began 2012 with a focused commitment to profitable growthand margin improvement. With the improved demand environment for trailers throughout 2012, as evidenced by our 45,600 new trailershipments during the current year period, our healthy backlog of $666 million as of December 31, 2012, as well as a strong demandforecast by industry forecasters, we were successfully able to deliver margin improvement through improved product pricing and torecapture lost margins experienced during the previous downturn. More specifically, according to most recent ACT estimates, total newtrailer shipments in 2012 totaled approximately 239,000 trailers representing an increase of 12% as compared to the prior year, andrepresenting the second consecutive year that total trailer demand exceeded normal replacement demand levels estimated to be between175,000 trailers and 200,000 trailers.In addition to our commitment to profitably grow our Commercial Trailer Products segment, our strategic initiatives included a focus ondiversification efforts, both organic and strategic, through our Diversified Products segment to enhance our business model, strengthen ourrevenues and become a stronger company delivering greater value to our shareholders. Organically, our focus on profitably growing anddiversifying by leveraging our existing assets, capabilities and technology, with our key focus being to successfully apply our industryleading and revolutionary DuraPlate® composite panel technology into higher margin products and markets. Strategically, our focus was onprofitably growing and diversifying the products we offer, as well as the customers and end markets we serve and strengthening ourgeographic presence. As a result of this strategic initiative, in May 2012 we successfully completed the acquisition of Walker GroupHoldings (“Walker”), a leading manufacturer of liquid-transportation systems and engineered products. Our Diversified Products segmenthas now grown to represent approximately 23% of our consolidated revenues and approximately 47% of our gross profits for the current yearperiod, significantly increasing this segment’s impact to our bottom line.In connection with the completion of the Walker acquisition, we issued $150 million aggregate principal amount of Convertible SeniorNotes due 2018 (“Notes”) and completed a $300 million Term Loan Credit Agreement. In addition, we entered into an amendment to ourexisting credit agreement that effectively33  TABLE OF CONTENTSreduced our borrowing capacity from $175 million to $150 million, subject to a borrowing base, and extended the maturity by anadditional year to May 2017. These new and amended debt facilities provided us the option to increase the total borrowing facility up to anadditional $75 million, subject to certain conditions. As a result of our debt recapitalization efforts, a continued improvement in the trailermarket and our ability to generate significant cash flows from operations during the current year period, we were able to make significantimprovements to our liquidity position, defined as cash on hand and available borrowing capacity. As of December 31, 2012, our liquidityposition totaled $224.3 million, an increase of approximately $98.6 million, or 78%, from the previous year.The outlook for the overall trailer market for 2013 continues to indicate a strong demand environment. In fact, the most recent estimatesfrom industry forecasters, ACT and FTR Associates (“FTR”), indicate demand levels to be in excess of the estimated replacement demandlevels in each of the years through 2017. More specifically, ACT is currently estimating 2013 demand will grow by an additional 7% toapproximately 255,000 with 2014 through 2017 industry demand levels ranging between 222,000 and 265,000 trailers, while FTRanticipates a 6% decline in trailer demand for 2013 to approximately 217,000 trailers. This continued strong demand environment reinforcesour belief that we are still in the early stages of a recovery in the trailer industry, and we believe we are well positioned to capitalize on theexpected strong overall demand levels while also achieving continued margin growth through improvements in product pricing as well asoperational excellence initiatives.However, we are not relying solely on volume and product pricing within the trailer industry to improve operations and enhanceprofitability. As noted above, through our Diversified Products segment, we remain committed to enhancing and diversifying our businessmodel through the organic and strategic initiatives discussed previously. Through this operating segment we can offer a wide array ofproducts and customer-specific solutions beyond those offered in our Commercial Trailer Products segment that we believe provide a goodfoundation for achieving these goals. Continuing to identify the appropriate opportunities to leverage our proprietary technology and coremanufacturing expertise into new applications and end markets enables us to deliver greater value to our customers and shareholders.Operating PerformanceWe measure our operating performance in six key areas – Safety, Quality, Delivery, Cost Reduction, Morale and Environment. Wemaintain a continuous improvement mindset in each of these key performance areas. Our objective of being better today than yesterday andbetter tomorrow than we are today is simple, straightforward and easily understood by all our associates.•Safety/Morale. We continually focus on reducing the severity and frequency of workplace injuries in order to minimize our workerscompensation costs and to create a safe environment for all associates. We believe that our improved environmental, health andsafety management translates into higher labor productivity and lower costs as a result of less time away from work and improvedsystem management.•Quality. We monitor product quality on a continual basis through a number of means for both internal and external performance asfollows: – Internal performance. Our primary internal quality measurement is Process Yield. Process Yield is a performance metric thatmeasures the impact of all aspects of the business on our ability to ship our products at the end of the production process. As withprevious years, the expectations of the highest quality product continue to increase while maintaining Process Yield performanceand reducing rework. In addition, we currently maintain an ISO 9001 registration of our Quality Management System at ourLafayette operations. – External performance. We actively track our warranty claims and costs to identify and drive improvement opportunities inquality and reliability. Early life cycle warranty claims for our van trailers are trended for performance monitoring. Early lifecycle warranty claims per 100 trailers produced averaged approximately 5.3, 2.5 and 3.0 claims per 100 trailers in 2012, 2011and 2010, respectively, but with the implementation of significant continuous improvement initiatives during the first half of2012, the claim rate dropped to approximately 3.1 claims per 100 trailers by the end of 2012.34  TABLE OF CONTENTS•Delivery/Productivity. We measure productivity on many fronts. Some key indicators include production line cycle-time speed,man-hours per trailer and inventory levels. Improvements over the last several years in these areas have translated into significantimprovements in our ability to better manage inventory flow and control costs. During the past several years, we focused onproductivity enhancements within manufacturing assembly and sub-assembly areas through developing the capability for mixedmodel production. We also established a central warehousing and distribution center to improve material flow, inventory levels andinventory accuracy within our supply chain. The successful implementation of these productivity enhancements supported ourability to effectively manage the recent increases in trailer volumes as well as efficiently produce a wide range of products on fewerassembly lines.•Cost Reduction. We believe continuous improvement is a fundamental component of our operational excellence focus. Our continuedfocus on the Wabash Integrated Network (WIN) program has allowed us to improve all areas of manufacturing including safety,quality, inventory management, maintenance and cost reduction. Utilizing these systems has enabled us to realize total cost per unitreductions by increased capacity utilization of all facilities while maintaining a lower level of fixed overhead. Within recent years, werealized cost reductions as a result of closing production facilities in Mt. Sterling, Kentucky and Anna, Illinois while maintainingour production capacity. We also have a tank trailer manufacturing facility in Queretaro, Mexico that provides a low cost advantagefor that product line, and in 2012 we expanded the paint capacity at our platform manufacturing facility in Cadiz, Kentucky, toallow for increased steel capacity and decreased per unit operating costs.•Environment. We maintain an ISO 14001 registration of our Environmental Management System at our Lafayette operations. In2012, we installed a fifty-five foot wind turbine to help generate power for part of our trailer manufacturing facilities in Lafayettewhich will help reduce carbon emissions by approximately twenty-five tons annually. In addition, we have restored natural habitatsnear our Lafayette operations to enhance the environment and protect wildlife.Industry TrendsTruck transportation in the U.S., according to the ATA, was estimated to be a $604 billion industry in 2011. ATA estimates thatapproximately 67% of all freight tonnage is carried by trucks at some point during its shipment. Trailer demand is a direct function of theamount of freight to be transported. To monitor the state of the industry, we evaluate a number of indicators related to trailer manufacturingand the transportation industry. Recent trends we have observed include the following:•Transportation / Trailer Cycle. Transportation in the U.S., including trucking, is a cyclical industry that has experienced threecycles over the last 20 years. The most recently completed cycle began in early 2001 when industry shipments totaled approximately140,000, reached a peak in 2006 with shipments of approximately 280,000 and reached the bottom in 2009 with shipments ofapproximately 79,000 trailers. In each of these three U.S. economic downturns, the decline in freight tonnage preceded the generaleconomic decline by approximately two and one-half years and its recovery has generally preceded that of the economy as a whole.The trailer industry generally follows the transportation industry cycles. After three consecutive years with total trailer demand wellbelow normal replacement demand levels estimated to be between 175,000 trailers and 200,000 trailers, 2011 and 2012 were years ofsignificant improvement in which the total trailer market increased year-over-year approximately 69% and 12%, respectively, withtotal shipments of approximately 213,000 and 239,000, respectively. As we enter the early stages of an economic recovery, ACT isestimating demand within the trailer industry to increase in 2013 and 2014 to approximately 255,000 and 265,000 trailers,respectively, with forecasted demand to remain above 220,000 trailers through 2017. Furthermore, the increase in demand for trailersin 2013 and 2014 is being driven by improvements within the dry van segment, our largest product line. ACT is forecasting the totaldry van market to grow from approximately 130,000 trailers in 2012 to approximately 142,000 and 150,000 trailers in 2013 and2014, respectively, representing year-over-year increases of 10% and 6%, respectively. Our view is generally consistent with that ofACT.35  TABLE OF CONTENTS•Age of Trailer Fleets. The average age of fleets has remained at historical highs over the past several years as fleets deferred ontheir capital investments during the most recent industry downturn. According to ACT, the average age of dry and refrigerated vansin 2012 were approximately 8 years and 6 years, respectively, as compared to 7 years and 5.5 years, respectively, in 2007. Theincrease in age of trailers suggests an increase in replacement demand over the next several years.•New Trailer Orders. According to ACT, total orders in 2012 were approximately 239,000 trailers, a slight increase fromapproximately 236,000 trailers ordered in 2011. Total orders for the dry van segment, the largest within the trailer industry, wereapproximately 132,000 which were in line with dry vans ordered in 2011.•Transportation Regulations and Legislation. There are several different topics within both federal and state governmentregulations and legislation that are expected to have an impact on trailer demand, including: – The Federal Motor Carrier Safety Administration (the “FMCSA”) has recently taken steps to improve the overall truck safetystandards, particularly by implementing Compliance, Safety, and Accountability (“CSA”) program. CSA is considered acomprehensive driver and fleet rating system that measures both the freight carriers and drivers on several safety related criteria,including driver safety, equipment maintenance and overall condition of trailers. This system drives increased awareness andaction by carriers since enforcement actions were targeted and implemented beginning in June 2011. CSA is generally believed tohave contributed to the tightening of the supply of drivers and capacity in 2011 and 2012 as carriers took measures to improvetheir rating. – The FMCSA issued a final rule in December 2011 on its revised proposal for rule changes in regard to truck driver hours-of-service rules. The new proposed rule changes include reductions in total driver hours from 82 hours per week to 70 hours andretains the per day limit of 11 hours. The rule, which is scheduled to go into effect in July 2013, also requires alterations to therequired rest period that drivers must follow. Though this proposal has been met with strong opposition, particularly by the ATA,current estimates indicate these actions could lead to productivity losses of approximately 3%. We believe this ruling will increasethe general need for equipment and increases the potential that a carrier’s drop-and-hook activities will increase and, therefore, willrequire a higher ratio of trailer to trucks across the industry. – The FMCSA also issued in January 2011 a proposed rule change requiring the installation and use of Electronic On-BoardRecorders for over-the-road trucks and buses that would be used to monitor and enforce the driver hours-of-service rules. Theproposed rule was rejected by the U.S. Circuit Court of Appeals in September 2011 and the FMCSA is working on a revised ruleto meet the October 2013 deadline. The agency indicated in October 2012 it will release a new proposal for the mandate by March2013. – The Tax Relief Act of 2010 extended bonus depreciation provisions for 2011, 2012 and 2013. More specifically, corporations canexpense 50% of certain capital investments made during 2013. This extension will be an incentive for many fleets to increase oraccelerate their purchase decisions to maximize the tax benefits available. – The California Air Resource Board (CARB) regulations mandate that refrigeration units older than 7 years may no longer operatein California. As refrigeration units become obsolete, capacity in the refrigerated segment will tighten and the increase in demandfor new refrigerated trailers is likely. CARB regulations also mandate fuel efficiency improvements on all fleets operating inCalifornia for which our DuraPlate® AeroSkirt® provides a durable, aerodynamic side panel solution that yields the improvedfuel efficiencies required by these regulations.•Other Developments. Other developments and potential impacts on the industry include: – While we believe the need for trailer equipment will be positively impacted by the legislative36  TABLE OF CONTENTSand regulatory changes addressed above, these demand drivers could be offset by factors that contribute to the increasedconcentration and density of loads, including the miniaturization of electronic products and packaging optimization of bulkgoods. Increases in load concentration or density could contribute to decreased need or demand for dry van trailers. – Trucking company profitability, which can be influenced by factors such as fuel prices, freight tonnage volumes, andgovernment regulations, is highly correlated with the overall economy of the U.S. Carrier profitability significantly impactsdemand for, and the financial ability to purchase, new trailers. – Although truck driver shortages have not been a significant problem in the past year, constraints are expected to exacerbate as fleetequipment utilization increases due to new government regulations. As a result, trucking companies are under increased pressureto look for alternative ways to move freight, leading to more intermodal freight movement. We believe that railroads are at or nearcapacity, which will limit their ability to respond to freight demand pressures. Therefore, we expect that the majority of freight willcontinue to be moved by truck and, according to ATA, overall truck activity as a percentage of the total freight industry isexpected to increase throughout the next decade.Results of OperationsThe following table sets forth certain operating data as a percentage of net sales for the periods indicated: Years Ended December 31, 2012 2011 2010Net sales 100.0% 100.0% 100.0% Cost of sales 88.8 94.4 95.6 Gross profit 11.2 5.6 4.4 General and administrative expenses 3.1 2.6 4.6 Selling expenses 1.6 1.1 1.7 Amortization of intangibles 0.7 0.2 0.5 Acquisition expenses 1.0 — — Income (Loss) from operations 4.8 1.7 (2.4) Interest expense (1.5) (0.3) (0.6) Increase in fair value of warrant — — (19.0) Other, net — (0.1) (0.1) Income (Loss) before income taxes 3.3 1.3 (22.1) Income tax benefit (3.9) — — Net income (loss) 7.2% 1.3% (22.1)% 2012 Compared to 2011Net SalesNet sales in 2012 were $1.5 billion, an increase of $274.7 million, or 23.1%, compared to 2011. By operating segment, net externalsales and related trailers sold were as follows (dollars in millions): Year Ended December 31, Change 2012 2011 $ %Sales by Segment Commercial Trailer Products $ 993.9 $ 1,010.1 $ (16.2) (1.6) Diversified Products 311.0 52.0 259.0 498.1 Retail 157.0 125.1 31.9 25.5 Total $1,461.9 $1,187.2 $274.7 23.1 37  TABLE OF CONTENTS Year Ended December 31, Change 2012 2011 $ %New Trailers (units) Commercial Trailer Products 40,800 44,800 (4,000) (8.9) Diversified Products 2,000 — 2,000 — Retail 2,800 2,800 — — Total 45,600 47,600 (2,000) (4.2) Used Trailers (units) Commercial Trailer Products 3,100 2,100 1,000 47.6 Diversified Products 100 — 100 — Retail 1,600 1,600 — — Total 4,800 3,700 1,100 29.7 Commercial Trailer Products segment sales were $993.9 million for 2012, a decrease of $16.2 million, or 1.6%, compared to 2011.This decrease in sales was primarily driven by the 8.9% reduction in new trailer shipments for 2012 compared to the prior year. However,consistent with our efforts to recover material cost increases and recapture lost margin through improved pricing, this decrease in unitvolume was offset by a 7.0% increase in average selling prices as compared to the previous year. Used trailer sales increased $10.1 million,or 75.8% as a result of a 47.6% increase in shipments resulting from continued strong market demand and a 15.4% increase in averageselling prices as compared to the previous year period due to customer and product mix.Diversified Products segment sales, net of intersegment sales, were $311.0 million for 2012, up $259.0 million, or 498.1%, comparedto 2011. The increase in sales was primarily due to the acquisition of Walker, which contributed net sales of $250.8 million since the dateof acquisition. Excluding Walker, Diversified Products segment sales were $60.2 million, an increase of $8.1 million, or 15.6%, ascompared to the prior year as a result of increased demand across many of our product offerings and new business opportunities identifiedas we continue to gain momentum in our efforts to diversify our business, increase our market penetration and gain overall acceptance ofour product offerings.Retail segment sales were $157.0 million in 2012, up $31.9 million, or 25.5%, compared to the prior year. This increase in sales waspartly due to the addition of six tank trailer parts and service locations as a result of the Walker acquisition. These additional locationsadded $19.3 million in sales for the current year. Excluding the parts and service locations acquired, Retail segment sales were $137.7million, an increase of 10.1%, as compared to the prior year. New trailer sales increased $6.9 million, or 10.4%, as favorable customer andproduct mix contributed to a 10.9% increase in average selling prices during the current year as compared to the previous year. Used trailersales increased $1.7 million, or 12.7%, primarily due to a 14.7% increase in average selling prices. Parts and service sales were up $4.0million, or 8.9%, due to increased market demand.Cost of SalesCost of sales for 2012 was $1.3 billion, an increase of $177.5 million, or 15.8%, compared to 2011. As a percentage of net sales, costof sales was 88.8% for 2012 compared to 94.4% for 2011.38  TABLE OF CONTENTSCommercial Trailer Products segment cost of sales, as detailed in the following table, was $924.2 million for 2012, a decrease of $47.5million, or 4.9%, compared to 2011. As a percentage of net sales, cost of sales was 93.0% in 2012 compared to 96.2% in 2011. Year Ended December 31,Commercial Trailer Products Segment 2012 2011 (dollars in millions) % of NetSales % of NetSalesMaterial Costs $ 740.2 74.5% $ 789.9 78.2% Other Manufacturing Costs 184.0 18.5% 181.8 18.0% $ 924.2 93.0% $ 971.7 96.2% Cost of sales is composed of material costs, a variable expense, and other manufacturing costs, comprised of both fixed and variableexpenses, including direct and indirect labor, outbound freight and overhead expenses. Material costs were 74.5% of net sales in 2012compared to 78.2% in 2011. The 3.7% decrease was the result of increases in average selling prices for new trailers necessary to offsetincreased raw material, commodity and component costs, as well as favorable customer and product mix. Other manufacturing costsincreased $2.2 million in the current year as compared to the prior year and, as a percentage of sales, other manufacturing costs increasedslightly from 18.0% in 2011 to 18.5% in 2012.Diversified Products segment cost of sales was $233.0 million in 2012, an increase of $199.1 million, or 587.1%, compared to 2011primarily resulting from the acquisition of Walker during the current year period. As a percentage of net sales prior to the elimination ofintersegment sales, cost of sales was 78.1% in 2012 compared to 83.0% in 2011. The 4.9% decrease as a percentage of net sales wasprimarily the result of an increased percentage of net sales from our higher-margin product lines as compared to the previous year period.Retail segment cost of sales was $140.3 million in 2012, an increase of $25.1 million, or 21.8%, compared to 2011. As a percentage ofnet sales, cost of sales was 89.3% in 2012 compared to 92.1% in 2011. The increase in cost of sales was due to the addition of six tanktrailer parts and service locations from the Walker acquisition. The improvement in cost of sales as a percentage of net sales was primarilythe result of product mix driven by an increased percentage of sales from our higher margin parts and service product line in 2012 ascompared to 2011.Gross ProfitGross profit for 2012 was $163.8 million, an increase of $97.1 million compared to 2011. Gross profit as a percent of sales was11.2% compared to 5.6% for 2011. Gross profit by segment was as follows (in millions): Year Ended December 31, Change 2012 2011 $ %Gross Profit by Segment: Commercial Trailer Products $ 69.6 $ 38.5 $ 31.1 80.8 Diversified Products 78.0 18.1 59.9 330.9 Retail 16.8 9.9 6.9 69.7 Corporate and Eliminations (0.6) 0.2 (0.8) (400.0) Total $163.8 $66.7 $97.1 145.6 Commercial Trailer Products segment gross profit was $69.6 million for 2012 compared to $38.5 million in 2011. Gross profit, priorto the elimination of intersegment sales, as a percentage of sales, was 6.6% in 2012 as compared to 3.6% in 2011. The increase in grossprofit and gross profit margin was primarily driven by improved pricing necessary to offset increased material costs and recapture lostmargin.39  TABLE OF CONTENTSDiversified Products segment gross profit was $78.0 million for 2012 compared to $18.1 million in 2011, due primarily to the Walkeracquisition during the current year period. Gross profit, prior to the elimination of intersegment sales, as a percentage of sales, was 21.9%in 2012 compared to 17.0% in 2011. The increase in gross profit margin was driven by the inclusion of Walker during the current yearperiod, improved margins from our wood floor operations and continued contributions from our Wabash Composites business during thecurrent year period as compared to the previous year period.Retail segment gross profit was $16.8 million for 2012, an increase of $6.9 million compared to 2011. Gross profit, prior to theelimination of intersegment sales, as a percentage of sales, was 10.6% compared to 7.9% for the prior year. The increase in gross profit andgross profit margin is primarily due to the addition of six tank trailer parts and service locations from the Walker acquisition and afavorable product mix as parts and service sales, which carry a higher margin, increased 44.1% during 2012 as compared to 2011.General and Administrative ExpensesGeneral and administrative expenses increased $13.8 million, or 44.4%, to $44.8 million in 2012 compared to 2011. The increase waslargely due to the inclusion of Walker, which added expenses of $9.9 million during the current year period. In addition, salaries and otheremployee related costs, excluding Walker, increased $3.2 million due to the full reinstatement of compensation and benefit levels that werereduced in previous years to adjust our cost structure to match market demand, as well as the mark-to-market of certain stock basedcompensation awards. As a percentage of sales, general and administrative expenses increased to 3.1% in 2012 as compared to 2.6% in2011.Selling ExpensesSelling expenses increased $10.6 million, or 81.7%, to $23.6 million in 2012 compared to 2011, primarily due to the inclusion ofWalker, which added $9.2 million during the current year. Additionally, salaries and other employee related costs increased $1.3 milliondue to the full reinstatement of compensation and benefit levels that were reduced in previous years to adjust our cost structure to matchmarket demand, as well as the mark-to-market of certain stock based compensation awards. As a percentage of net sales, selling expenseswere 1.6% for 2012 compared to 1.1% for 2011.Amortization of IntangiblesAmortization of intangibles was $10.6 million for 2012, an increase of $7.6 million, or 258.4%, compared to the prior year period, dueto amortization expense recognized for intangible assets recorded from the Walker Acquisition.Acquisition ExpensesAcquisition expenses totaling $14.4 million for 2012 represent acquisition related costs incurred primarily in connection with the WalkerAcquisition, including fees paid to an investment banker for acquisition services and the related bridge financing commitment, as well asprofessional fees for diligence, legal and accounting services. Acquisition expenses also include fees incurred in connection with acquisitionof certain bankruptcy assets from Beall Corporation, which closed during the first quarter of 2013.Other Income (Expense)Interest expense for 2012 totaled $21.7 million, an increase of $17.6 million, compared to the prior year period, primarily due to interestand non-cash accretion charges of $3.0 million related to our Convertible Senior Notes and Term Loan Credit Agreement entered into inconnection with the Walker acquisition.Income TaxesIn 2012, we recognized income tax benefit of $57.0 million compared to expense of $0.2 million in 2011. The benefit realized in 2012was primarily due to the reversal of a majority of the valuation allowance against the net deferred income tax assets. As of December 31,2012, we had $111 million of remaining U.S. Federal income tax net operating loss carryforwards, which will begin to expire in 2028 ifunused, and which may be subject to other limitations under IRS rules. We have various multi-state income tax net operating losscarryforwards, which have been recorded as a deferred income tax asset, of approximately $12 million, before40  TABLE OF CONTENTSvaluation allowances. We also have various U.S. Federal income tax credit carryforwards of approximately $1 million, which will expirebeginning in 2023, if unused. As a result, in 2013 we estimate our effective tax rate to be approximately forty percent; however, due to ourremaining income tax net operating loss carryforwards, we do not anticipate our cash taxes to be materially different from those paid in 2012of approximately $0.6 million.2011 Compared to 2010Net SalesNet sales in 2011 were $1.2 billion, an increase of $546.8 million, or 85.4%, compared to 2010. By operating segment, net externalsales and related trailers sold were as follows (dollars in millions): Year Ended December 31, Change 2011 2010 $ %Sales by Segment Commercial Trailer Products $ 1,010.1 $ 529.2 $ 480.9 90.9 Diversified Products 52.0 22.1 29.9 135.3 Retail 125.1 89.1 36.0 40.4 Total $1,187.2 $640.4 $546.8 85.4 New Trailers (units) Commercial Trailer Products 44,800 23,400 21,400 91.5 Retail 2,800 1,500 1,300 86.7 Total 47,600 24,900 22,700 91.2 Used Trailers (units) Commercial Trailer Products 2,100 1,100 1,000 90.9 Retail 1,600 1,600 — — Total 3,700 2,700 1,000 37.0 Commercial Trailer Product segment sales were $1.0 billion for 2011, up $480.9 million, or 90.9%, compared to 2010. The increase insales was due primarily to a 91.5% increase in new trailer shipments as approximately 44,800 trailers shipped in 2011 compared to 23,400trailers shipped in 2010 as a result of the continued strengthening in market demand. This increase in unit volume was offset by a slightdecrease of 0.3% in average selling prices as compared to 2010 primarily due to customer and product mix. Used trailer sales increased $4.2million, or 45.3%, as a result of the 90.9% increase in shipments resulting from an increase in trade activity during 2011 as compared to2010. This increase in volume was partially offset by a 20.0% decrease in the average selling price as compared to 2010 due to product mix.Diversified Products segment sales, net of intersegment sales, were $52.0 million for 2011, up $29.9 million, or 135.3%, compared to2010. The increase in sales is primarily due to increased demand across all our Wabash Composite product offerings and new businessopportunities identified during 2011 as we continued to gain momentum in our efforts to diversify our business. More specifically, 2011included sales of approximately $7.3 million related to the shipment of approximately 300 frac tanks. Wabash Composite sales were $43.8million in 2011, which was an increase of $22.4 million, or 104.3%, compared to the 2010 period as a result of increased demand, marketpenetration and overall acceptance of our product offerings.Retail segment sales were $125.1 million in 2011, up $36.0 million, or 40.4%, compared to 2010. New trailer sales increased $28.1million, or 72.9%, due to an 86.7% increase in shipments. Used trailer sales decreased $0.3 million, or 2.2%, due to a slight decrease inaverage selling prices. Parts and service sales were up $8.1 million, or 21.9%, due to increased market demand.41  TABLE OF CONTENTSCost of SalesCost of sales for 2011 was $1.1 billion, an increase of $508.2 million, or 83.0%, compared to 2010. As a percentage of net sales, costof sales was 94.4% for 2011 compared to 95.6% for 2010.Commercial Trailer Product segment cost of sales, as detailed in the following table, was $971.7 million for 2011, an increase of$458.4 million, or 89.3%, compared to 2010. As a percentage of net sales, cost of sales was 96.2% in 2011 compared to 97.0% in 2010. Year Ended December 31,Commercial Trailer Products Segment 2011 2010 (dollars in millions) % of NetSales % of NetSalesMaterial Costs $ 789.9 78.2% $ 401.3 75.8% Other Manufacturing Costs 181.8 18.0% 112.0 21.2% $ 971.7 96.2% $ 513.3 97.0% Cost of sales is composed of material costs, a variable expense, and other manufacturing costs, comprised of both fixed and variableexpenses, including direct and indirect labor, outbound freight and overhead expenses. Material costs were 78.2% of net sales in 2011compared to 75.8% in 2010. The 2.4% increase was primarily the result of increases in component costs as well as higher costs for rawmaterial commodities, such as steel, aluminum and plastic, which we were unable to fully pass along to our customers. However, othermanufacturing costs decreased from 21.2% of net sales in 2010 to 18.0% in 2011. The 3.2% decrease is primarily the result of a 21,400 unitincrease in new trailer sales as compared 2010, which resulted in allocating our fixed overhead costs over more trailers. These decreases inother manufacturing costs for the current period were offset by labor inefficiencies caused by the increase of approximately 1,000 hourlyassociates during 2011 required to meet the increased demand for trailers.Diversified Products segment cost of sales was $33.9 million in 2011, an increase of $17.1 million, or 101.2%, compared to 2010. As apercentage of net sales, cost of sales was 65.1% in 2011 compared to 76.4% in 2010. The 11.3% improvement as a percentage of sales wasthe result of improved mix across most of our Wabash Composite product offerings, including truck bodies and AeroSkirts® as wecontinued to focus our efforts on diversifying our business model, which also resulted in allocation of overhead costs over a higher volumeof products.Retail segment cost of sales was $115.2 million in 2011, an increase of $33.7 million, or 41.3%, compared to 2010. As a percentage ofnet sales, cost of sales was 92.1% in 2011 compared to 91.4% in 2010. The 0.7% increase as a percentage of sales was primarily the resultof increased new trailer sales, which carry a lower gross margin than our parts and service product line.Gross ProfitGross profit for 2011 was $66.7 million, an increase of $38.6 million compared to 2010. Gross profit as a percent of sales was 5.6%compared to 4.4% for 2010. Gross profit by segment was as follows (in millions): Year Ended December 31, Change 2011 2010 $ %Gross Profit by Segment: Commercial Trailer Products $ 38.5 $ 15.8 $ 22.7 143.7 Diversified Products 18.1 5.2 12.9 248.1 Retail 9.9 7.7 2.2 28.6 Corporate and Eliminations 0.2 (0.6) 0.8 (133.3) Total $66.7 $28.1 $38.6 137.4 42  TABLE OF CONTENTSCommercial Trailer Products segment gross profit was $38.5 million for 2011 compared to $15.8 million in 2010. Gross profit, priorto the elimination of intersegment sales, as a percentage of sales, was 3.6% in 2011 as compared to 2.8% in 2010. The increase in grossprofit and gross profit margin was primarily driven by a 91.5% increase in new trailer volumes.Diversified Products segment gross profit was $18.1 million for 2011 compared to $5.2 million in 2010. Gross profit, prior to theelimination of intersegment sales, as a percentage of sales, was 17.0% in 2011 compared to 12.1% in 2010. The increase in gross profit andgross profit margin was driven by increased demand across all of our Wabash Composite product offerings, including truck bodies,AeroSkirts® and portable storage containers as well as improved margins from our wood floor operations due to the increased demandrequirements for our dry van trailers during the current period.Retail segment gross profit was $9.9 million for 2011, an increase of $2.2 million compared to 2010. Gross profit, prior to theelimination of intersegment sales, as a percentage of sales, was 7.9% compared to 8.6% for 2010. The decrease in gross profit margin isprimarily due to product mix as new trailer sales, which carry a lower margin, increased 72.9%.General and Administrative ExpensesGeneral and administrative expenses increased $1.1 million, or 3.7%, to $31.0 million in 2011 compared to 2010 primarily due to a$2.7 million increase in salaries and other employee related costs due to the reinstatement of compensation levels that were reduced during2009 and 2010 to adjust our cost structure to match the current market demand. This increase was partially offset by a decrease in bad debtexpense for 2011 and lower professional fees and outside services primarily related to legal defense costs. However, as a percentage of netsales, general and administrative expenses decreased to 2.6% as compared to 4.7% in 2010 as we continued to leverage the improvementsmade to our overhead structure and benefit from the increased demand levels.Selling ExpensesSelling expenses increased $2.3 million, or 21.7%, to $13.0 million in 2011 compared to 2010. This increase is primarily due to a $1.5million increase in salaries and other employee related costs due to the reinstatement of the compensation levels that were reduced during2009 and 2010 to adjust our cost structure to match the current market demand coupled with higher advertising and promotional activities.However, as a percentage of net sales, selling expenses decreased to 1.1% as compared to 1.7% in 2010 as we continue to leverage theimprovements made to our overhead structure and benefit from the increased demand levels.Other Income (Expense)Other, net includes a $0.7 million write-off of debt issuance costs recognized due to the extinguishment of the Company’s previousrevolving credit facility during the second quarter of 2011.Income TaxesIn 2011, we recognized income tax expense of $0.2 million compared to a benefit of less than $0.1 million in 2010. The effective rate for2011 was approximately 1.1%. This rate differs from the U.S. federal statutory rate of 35% primarily due to the use of net operating losscarryforwards that have been fully reserved with a valuation allowance. As of December 31, 2011, we had $166 million of remaining U.S.federal income tax net operating loss carryforwards, which will begin to expire in 2022 if unused, and which may be subject to otherlimitations under IRS rules. We have various multi-state income tax net operating loss carryforwards, which have been recorded as adeferred income tax asset, of approximately $16 million, before valuation allowances. We also have various U.S. federal income tax creditcarryforwards of approximately $1 million, which will expire beginning in 2013, if unused.Liquidity and Capital ResourcesCapital StructureOur capital structure is comprised of a mix of debt and equity. As of December 31, 2012, our debt to equity ratio was approximately1.6:1.0. Our long-term objective is to generate operating cash flows sufficient to fund normal working capital requirements, to fund capitalexpenditures and to be positioned to take43  TABLE OF CONTENTSadvantage of market opportunities including the ability to improve our capital structure through debt repayments. For 2013, we expect tofund operations, working capital requirements and capital expenditures through cash flows from operations as well as available borrowingsunder our existing Credit Agreement.Debt Agreements and Related AmendmentsWalker Acquisition and Issuance of Convertible Senior NotesOn May 8, 2012, we completed the acquisition (the “Walker Acquisition”) of all of the equity interests of Walker Group Holdings LLC(“Walker”) from Walker Group Resources LLC (“Seller”), the parent of Walker, pursuant to the Purchase and Sale Agreement, dated March26, 2012, by and among us, Walker and Seller (the “Purchase and Sale Agreement”). The aggregate consideration we paid for the WalkerAcquisition was $375.0 million in cash, subject to post-closing purchase price adjustments related to the acquired working capital. Wefinanced the Walker Acquisition and related fees and expenses using the proceeds from our offering of 3.375% Convertible Senior Notes due2018 and borrowings under the Term Loan Credit Agreement.Walker is a manufacturer of liquid-transportation systems and engineered products based in New Lisbon, Wisconsin. Walkermanufacturing operations are integrated into our Diversified Products segment while Walker retail operations are integrated into our Retailsegment in a manner that is consistent with our focus to leverage operational and market synergies. Walker has manufacturing facilities forits liquid-transportation products in New Lisbon, Wisconsin; Fond du Lac, Wisconsin; Kansas City, Missouri; and Queretaro, Mexicowith parts and service centers in Houston, Texas; Baton Rouge, Louisiana; Findlay, Ohio; Chicago, Illinois; Mauston, Wisconsin; WestMemphis, Arkansas; and Ashland, Kentucky. Manufacturing facilities for Walker’s engineered products are located in New Lisbon,Wisconsin; Elroy, Wisconsin; and Huddersfield, United Kingdom with parts and service centers in Tavares, Florida; Dallas, Texas; andPhiladelphia, Pennsylvania.On April 23, 2012, we issued Convertible Senior Notes due 2018 (the “Notes”) with an aggregate principal amount of $150 million in apublic offering. The Notes bear interest at the rate of 3.375% per annum from the date of issuance, payable semi-annually on May 1 andNovember 1, commencing on November 1, 2012. The Notes are senior unsecured obligations and rank equally with our existing and futuresenior unsecured debt.The Notes are convertible by their holders into cash, shares of our common stock or any combination thereof at our election, at an initialconversion rate of 85.4372 shares of our common stock per $1,000 in principal amount of Notes, which is equal to an initial conversionprice of approximately $11.70 per share, only under the following circumstances: (A) before November 1, 2017 (1) during any calendarquarter commencing after the calendar quarter ending on June 30, 2012 (and only during such calendar quarter), if the last reported saleprice of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending onthe last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicabletrading day; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which thetrading price (as defined in the indenture for the Notes) per $1,000 principal amount of Notes for each trading day of the measurementperiod was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such tradingday; (3) if we call the Notes for redemption, at any time prior to the close of business on the business day immediately preceding theredemption date; and (4) upon the occurrence of specified corporate events as described in the indenture for the Notes; and (B) at any timeon or after November 1, 2017 until the close of business on the second business day immediately preceding the maturity date.It is our intent to settle conversions through a net share settlement, which involves repayment of cash for the principal portion anddelivery of shares of common stock for the excess of the conversion value over the principal portion. We used the net proceeds ofapproximately $145.1 million from the sale of the Notes to fund a portion of the purchase price of the Walker Acquisition.We account separately for the liability and equity components of the Notes in accordance with authoritative guidance for convertible debtinstruments that may be settled in cash upon conversion. The guidance requires the carrying amount of the liability component to beestimated by measuring the fair value44  TABLE OF CONTENTSof a similar liability that does not have an associated conversion feature. We determined that senior, unsecured corporate bonds traded on themarket represent a similar liability to the convertible senior notes without the conversion option. Based on market data available for publiclytraded, senior, unsecured corporate bonds issued by companies in the same industry and with similar maturity, we estimated the impliedinterest rate of the Notes to be 7.0%, assuming no conversion option. Assumptions used in the estimate represent what market participantswould use in pricing the liability component, including market interest rates, credit standing, and yield curves, all of which are defined asLevel 2 observable inputs. The estimated implied interest rate was applied to the Notes, which resulted in a fair value of the liabilitycomponent of $123.8 million upon issuance, calculated as the present value of implied future payments based on the $150.0 millionaggregate principal amount. The $21.7 million difference between the cash proceeds before offering expenses of $145.5 million and theestimated fair value of the liability component was recorded in additional paid-in capital. The discount on the liability portion of the Noteswill be amortized.Revolving Credit AgreementOn April 17, 2012, we entered into an amendment (the “Second Amendment”) to our then-existing credit agreement, dated June 28,2011, by and among us, certain of our subsidiaries and the lender parties thereto (the “Existing Credit Agreement”). The SecondAmendment was executed to permit the issuance of our Notes discussed above, and the conversion, possible redemption and otherarrangements in connection with the Notes.Furthermore, on May 8, 2012 and in connection with the completion of the Walker Acquisition and entering into the Term Loan CreditAgreement (as defined below), we repaid approximately $51 million of borrowings under our senior secured revolving credit facility, datedJune 28, 2011, and entered into an amendment and restatement of that credit agreement among us, certain of our subsidiaries (together withus, the “Borrowers”), Wells Fargo Capital Finance, LLC, as joint lead arranger, joint bookrunner and administrative agent (the “RevolverAgent”), RBS Citizens Business Capital, a division of RBS Citizens, N.A., as joint lead arranger, joint bookrunner and syndication agent,and the other lenders named therein, as amended (the “Amended and Restated Revolving Credit Agreement”). Also on May 8, 2012, certainof our subsidiaries (the “Revolver Guarantors”) entered into a general continuing guarantee of the Borrowers’ obligations under the Amendedand Restated Revolving Credit Agreement in favor of the lenders (the “Revolver Guarantee”).The Amended and Restated Revolving Credit Agreement is guaranteed by the Revolver Guarantors and is secured by (i) first prioritysecurity interests (subject only to customary permitted liens and certain other permitted liens) in substantially all personal property of theBorrowers and the Revolver Guarantors, consisting of accounts receivable, inventory, cash, deposit and securities accounts and any cash orother assets in such accounts and, to the extent evidencing or otherwise related to such property, all general intangibles, licenses,intercompany debt, letter of credit rights, commercial tort claims, chattel paper, instruments, supporting obligations, documents andpayment intangibles (collectively, the “Revolver Priority Collateral”), and (ii) second-priority liens on and security interests in (subject onlyto the liens securing the Term Loan Credit Agreement, customary permitted liens and certain other permitted liens) (A) equity interests ofeach direct subsidiary held by the Borrower and each Revolving Guarantor (subject to customary limitations in the case of the equity offoreign subsidiaries), and (B) substantially all other tangible and intangible assets of the Borrowers and the Revolving Guarantors includingequipment, general intangibles, intercompany notes, insurance policies, investment property, intellectual property and material owned realproperty (in each case, except to the extent constituting Revolver Priority Collateral) (collectively, the “Term Priority Collateral”). Therespective priorities of the security interests securing the Amended and Restated Revolving Credit Agreement and the Term Loan CreditAgreement are governed by an Intercreditor Agreement, dated May 8, 2012, between the Revolver Agent and the Term Agent (as definedbelow) (the “Intercreditor Agreement”). The Amended and Restated Revolving Credit Agreement has a scheduled maturity date of May 8,2017.Under the Amended and Restated Revolving Credit Agreement, the lenders agree to make available to us a $150 million revolving creditfacility. We have the option to increase the total commitment under the facility to $200 million, subject to certain conditions, including (i)obtaining commitments from any one or more lenders, whether or not currently party to the Amended and Restated Revolving CreditAgreement, to provide such increased amounts and (ii) the available amount of increases to the facility being reduced by the amount45  TABLE OF CONTENTSof any incremental loans advanced under the Term Loan Credit Agreement (as defined below) in excess of $25 million. Availability underthe Amended and Restated Revolving Credit Agreement will be based upon monthly (or more frequent under certain circumstances)borrowing base certifications of the Borrowers’ eligible inventory and eligible accounts receivable, and will be reduced by certain reserves ineffect from time to time. Subject to availability, the Amended and Restated Revolving Credit Agreement provides for a letter of creditsubfacility in an amount not in excess of $15 million, and allows for swingline loans in an amount not in excess of $10 million.Outstanding borrowings under the Amended and Restated Revolving Credit Agreement will bear interest at a rate, at the Borrowers’ election,equal to (i) LIBOR plus a margin ranging from 1.75% to 2.25% or (ii) a base rate plus a margin ranging from 0.75% to 1.25%, in eachcase depending upon the monthly average excess availability under the revolving loan facility. The Borrowers are required to pay a monthlyunused line fee equal to 0.375% times the average daily unused availability along with other customary fees and expenses of the RevolverAgent and the lenders.The Amended and Restated Revolving Credit Agreement contains customary covenants limiting our ability to, among other things, paycash dividends, incur debt or liens, redeem or repurchase stock, enter into transactions with affiliates, merge, dissolve, repay subordinatedindebtedness, make investments and dispose of assets. In addition, we will be required to maintain a minimum fixed charge coverage ratioof not less than 1.1 to 1.0 as of the end of any period of 12 fiscal months (subject to shorter testing periods until May 1, 2013) when excessavailability under the Amended and Restated Revolving Credit Agreement is less than 12.5% of the total revolving commitment.If availability under the Amended and Restated Revolving Credit Agreement is less than 15% of the total revolving commitment or ifthere exists an event of default, amounts in any of the Borrowers’ and the Revolver Guarantors’ deposit accounts (other than certainexcluded accounts) will be transferred daily into a blocked account held by the Revolver Agent and applied to reduce the outstandingamounts under the facility.Subject to the terms of the Intercreditor Agreement, if the covenants under the Amended and Restated Revolving Credit Agreement arebreached, the lenders may, subject to various customary cure rights, require the immediate payment of all amounts outstanding andforeclose on collateral. Other customary events of default in the Amended and Restated Revolving Credit Agreement include, withoutlimitation, failure to pay obligations when due, initiation of insolvency proceedings, defaults on certain other indebtedness, and theincurrence of certain judgments that are not stayed, satisfied, bonded or discharged within 30 days.In August 2011, we entered into the First Amendment to Credit Agreement (the “First Amendment”) with our lenders under our ExistingCredit Agreement. The First Amendment was entered into to permit an increase to the total commitment from $150 million to $175 million.Under the Existing Credit Agreement, we had the option, subject to certain conditions, to request up to two increases to the $150 millionRevolver in minimum increments of $25 million and not to exceed $50 million in the aggregate (any such increase, a “Revolver Increase”).Pursuant to the First Amendment, we requested a Revolver Increase of $25 million. All lenders under the Credit Agreement agreed toparticipate in the Revolver Increase and the Revolver Increase was effective in August 2011.Our previous loan and security agreement entered into in July 2009 and, as amended in May 2010, had a capacity of $100 million,subject to a borrowing base and other discretionary reserves, and a maturity of August 3, 2012. This facility, as amended, was entered intoto permit the early redemption of our Series E-G Preferred Stock and required us to pay down our revolving credit facility by at least $23.0million. The repayment did not reduce our revolving loan commitments. Pursuant to this facility, if the availability under our revolvingcredit facility was less than $15.0 million at any time before the earlier of August 14, 2011 or the date that monthly financial statementswere delivered for the month ending June 30, 2011, we could have been required to maintain a varying minimum EBITDA and would havebeen restricted in the amount of capital expenditures we could have made during such period. If our availability was less than $20.0 millionthereafter, we would have been required to maintain a fixed charge coverage ratio for the 12 month period ending on the last day of thecalendar month that ended most recently prior to such time of not less than 1.1 to 1.0.Furthermore, under the previous loan and security agreement, we could not repurchase or redeem our common stock and could not paycash dividends to our common stockholders until after August 3, 2011, and46  TABLE OF CONTENTSthen only if (i) no default was or events of default were in existence or would have been caused by such purchase, redemption or payment,(ii) immediately after such purchase, redemption or payment, we had unused availability of at least $40 million, (iii) the amount of all cashdividends paid did not exceed $20 million in any fiscal year and (iv) at least 5 business days prior to the purchase, redemption or payment,an officer of the Company delivered a certificate to its lenders certifying that the conditions precedent in clauses (i) – (iii) have been satisfied.We were, however, permitted to repurchase stock from employees upon termination of their employment so long as no default or event ofdefault existed at the time or would have been caused by such repurchase and such repurchases did not exceed $2.5 million in any fiscalyear.As of December 31, 2012, we were in compliance with all covenants of the Amended and Restated Revolving Credit Agreement.Term Loan Credit AgreementOn May 8, 2012 and in connection with the completion of the Walker Acquisition, we entered into a credit agreement among us, theseveral lenders from time to time party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, joint lead arranger and jointbookrunner (the “Term Agent”), and Wells Fargo Securities, LLC, as joint lead arranger and joint bookrunner (the “Term Loan CreditAgreement”), which provided for a senior secured term loan facility of $300 million to be advanced at closing and provides for a seniorsecured incremental term loan facility of up to $75 million, subject to certain conditions, including (i) obtaining commitments from any oneor more lenders, whether or not currently party to the Term Loan Credit Agreement, to provide such increased amounts and (ii) the availableamount of incremental loans being reduced by the amount of any increases in the maximum revolver amount under the Amended andRestated Revolving Credit Agreement (discussed above). Also on May 8, 2012, certain of our subsidiaries (the “Term Guarantors”) enteredinto a general continuing guarantee of the Company’s obligations under the Term Loan Credit Agreement in favor of the Term Agent (the“Term Guarantee”).The Term Loan Credit Agreement is guaranteed by the Term Guarantors and is secured by (i) first-priority liens on and securityinterests in the Term Priority Collateral, and (ii) second-priority security interests in the Revolver Priority Collateral. The Term Loan CreditAgreement has a scheduled maturity date of May 8, 2019 but provides for an accelerated maturity in the event the Company’s outstanding3.375% Convertible Senior Notes due 2018 are not converted, redeemed, repurchased or refinanced in full on or before the date that is 91days prior to the maturity date thereof. The loans under the Term Loan Credit Agreement amortize in equal quarterly installments inaggregate amounts equal to 1% of the original principal amount of the term loans issued thereunder, with the balance payable at maturity.The Term Loan Credit Agreement also contains conditions providing for either voluntary or mandatory prepayments. Conditions formandatory prepayments include but are not limited to asset sales with proceeds in excess of $1 million and the amount of excess cashflows, as defined in the Term Loan Credit Agreement, to be calculated annually with the delivery of financial statements beginning with thefiscal year ending December 31, 2012.Outstanding borrowings under the Term Loan Credit Agreement will bear interest at a rate, at the Borrowers’ election, equal to (i) LIBOR(subject to a floor of 1.25%) plus a margin of 4.75% or (ii) a base rate plus a margin of 3.75%. For the year ended December 31, 2012, wehave paid $10.9 million of interest and $2.3 million of principal. As of December 31, 2012, we had $297.8 million outstanding under theTerm Loan Credit agreement, of which $3.0 million was classified as current on our Condensed Consolidated Balance Sheet. In connectionwith the closing of the Term Loan Credit Agreement, we paid $7.5 million in original issuance discount fees which will be amortized overthe life of the facility using the effective interest rate method. For the year ended December 31, 2012, we charged $0.6 million of amortizationfor original issuance discount fees as Interest Expense in the Condensed Consolidated Statements of Operations.The Term Loan Credit Agreement contains customary covenants limiting our ability to, among other things, pay cash dividends, incurdebt or liens, redeem or repurchase stock, enter into transactions with affiliates, merge, dissolve, pay off subordinated indebtedness, makeinvestments and dispose of assets. In addition, we will be required to maintain (i) a minimum interest coverage ratio tested as of the last dayof each fiscal quarter for the four consecutive fiscal quarters then ending of not less than (A) 2.0 to 1.0 through September 30, 2013, (B) 3.0to 1.0 thereafter through September 30, 2015, and (C) 4.0 to 1.0 thereafter, and (ii) a maximum senior secured leverage ratio tested as of thelast day of each fiscal quarter for the four47  TABLE OF CONTENTSconsecutive fiscal quarters then ending of not more than (A) 4.5 to 1.0 through September 30, 2013, (B) 4.0 to 1.0 thereafter throughSeptember 30, 2015, and (C) 3.5 to 1.0 thereafter.As of December 31, 2012, our interest coverage and senior secured leverage ratios were 6.9:1.0 and 1.5:1.0, respectively, and we were incompliance with all covenants under the Term Loan Credit Agreement.Subject to the terms of the Intercreditor Agreement, if the covenants under the Term Loan Credit Agreement are breached, the lendersmay, subject to various customary cure rights, require the immediate payment of all amounts outstanding and foreclose on collateral. Othercustomary events of default in the Term Loan Credit Agreement include, without limitation, failure to pay obligations when due, initiation ofinsolvency proceedings, defaults on certain other indebtedness, and the incurrence of certain judgments that are not stayed, satisfied,bonded or discharged within 60 days.Cash FlowCash provided by operating activities for 2012 totaled $76.0 million, compared to $1.2 million used in operating activities in 2011. Thecash provided by operations during the current year period was the result of net income adjusted for various non-cash activities, includingdepreciation, amortization, deferred taxes, stock-based compensation and accretion of debt discount of $82.2 million, partially offset by a$6.2 million increase in our working capital. Increases in working capital for the current year period can be attributed to increasedpurchasing activities resulting from higher raw material requirements necessary to meet current production demand levels. Changes in keyworking capital accounts for 2012, 2011 and 2010 are summarized below (in millions): ChangeSource (Use) of cash: 2012 2011 2010 2012 2011Accounts receivable $ 1.2 $ (14.4) $ (20.8) $ 15.6 $ 6.4 Inventories 41.7 (78.7) (59.1) 120.4 (19.6) Accounts payable and accruedliabilities (46.8) 57.0 45.3 (103.8) 11.7 Net (use) source of cash $(3.9) $(36.1) $(34.6) $32.2 $(1.5) Accounts receivable decreased by $1.2 million in 2012 as compared to an increase of $14.4 million in the prior year period. ExcludingWalker, days sales outstanding, a measure of working capital efficiency that measures the amount of time a receivable is outstanding,decreased to approximately 12 days as of December 31, 2012, compared to 14 days in 2011. The decrease in accounts receivable for 2012was primarily the result of the timing of shipments. Inventory decreased by $41.7 million during 2012 as compared to an increase of $78.7million in 2011. The decrease in inventory for the 2012 period was primarily due to lower new trailer inventories at December 31, 2012. Ourinventory turns, a commonly used measure of working capital efficiency that measures how quickly inventory turns per year wasapproximately 7 times in both 2012 and 2011. Accounts payable and accrued liabilities decreased by $46.8 million in 2012 compared to anincrease of $57.0 million for 2011. The decrease in 2012 was due primarily to timing of production as compared to the previous yearperiod. Excluding Walker, days payable outstanding, a measure of working capital efficiency that measures the amount of time a payable isoutstanding, was 23 days in 2012 and 30 days for the 2011 period.Investing activities used $380.8 million during 2012 compared to $7.2 million used in 2011. Cash used in investing activities in 2012was primarily related to the Walker acquisition completed in the second quarter for $364.0 million, net of cash acquired, and otheracquisition related costs. The current period also includes capital expenditures totaling $14.9 million to support growth and improvementinitiatives at our facilities.Financing activities provided $366.3 million during 2012 as a result of the issuance of our Convertible Senior Notes and borrowingsunder our Term Loan Credit Agreement which provided net proceeds before offering expenses of approximately $145.5 million and $292.5million, respectively. The net proceeds received were used to fund the purchase price of the Walker Acquisition completed in the secondquarter as well as related fees and expenses incurred as part of this transaction.48  TABLE OF CONTENTSAs of December 31, 2012, our liquidity position, defined as cash on hand and available borrowing capacity, amounted to $224.3million, representing an increase of $98.6 million from December 31, 2011. Total debt and capital lease obligations amounted to $425.2million as of December 31, 2012. As we continue to see improvements in the overall trailer industry, as well as our operating performancemetrics, we believe our liquidity is adequate to fund operations, working capital needs and capital expenditures for 2013.Capital ExpendituresCapital spending amounted to approximately $14.9 million for 2012 and is anticipated to be approximately $20 million for 2013.Capital spending for 2012 was primarily utilized to support growth and improvement initiatives within our facilities, including aninvestment of approximately $2.0 million to expand our paint capabilities at our Cadiz, Kentucky facility where we manufacture ourplatform trailers.Off-Balance Sheet TransactionsAs of December 31, 2012, we had approximately $10.2 million in operating lease commitments of which $7.4 million relate tocommitments assumed from the Walker acquisition. We did not enter into any material off-balance sheet debt or operating lease transactionsduring the year.OutlookThe demand environment for trailers remained healthy throughout 2012, as evidenced by our new trailer shipments during the currentyear period, a strong backlog, a trailer forecast by industry forecasters above replacement demand levels for the next several years and ourability to increase prices to recover material cost increases and improve margins. Recent estimates from industry forecasters, ACT and FTR,continue to provide further support for strong demand levels in 2013 and beyond as ACT is currently estimating demand to beapproximately 255,000 trailers for 2013, representing an increase of 7% as compared to 2012, and forecasting continued strong demandlevels into the foreseeable future with estimated annual average demand for the four year period ending 2017 of approximately 244,000 newtrailers. Furthermore, FTR anticipates new trailer demand to be approximately 217,000 new trailers in 2013, representing a decrease of 6%as compared to 2012 while projecting a stronger new trailer demand in 2014 totaling 225,000 trailers. While there are downside concernsrelating to issues with the global economy, unemployment, and housing and construction-related markets in the U.S., taking intoconsideration these industry forecasts, discussions with both our customers and suppliers as well as the need to renew an excessively agedtrailer fleet, management expects demand for new trailers to continue to remain strong as we move into 2013.Other challenges we face as we proceed into 2013 will primarily relate to managing raw material commodity and component costs. Whilemost commodity costs have recently stabilized, raw material costs remain volatile. As has been our policy, we will endeavor to pass alongraw material and component price increases to our customers in addition to continuing our hedging activities in an effort to minimize therisk of changes in commodity prices having a significant impact on our operating results.We believe we are well-positioned for long-term growth in the trailer industry because: (1) our core customers are among the dominantparticipants in the trucking industry; (2) our DuraPlate® and other industry leading brand trailers continue to have increased marketacceptance; (3) our focus is on developing solutions that reduce our customers’ trailer maintenance and operating costs providing the bestoverall value; and (4) our continued expansion of our presence through our Company-owned branch locations and independent dealernetwork.Based on these industry demand forecasts, conversations with our customers regarding their current requirements, our existing backlogof orders and our continued efforts to be selective in our order acceptance to ensure we obtain appropriate value for our products, we estimatethat for the full year 2013 total new trailers sold, including from Walker, will be between 45,000 and 48,000, which reflects volumes equalto or slightly stronger than 2012 demand levels. As a result of our commitment to recapture margins within our Commercial TrailerProducts segment, our expectation for growth in trailer volumes is below the expected industry growth rate. However, we have already begunto realize the improvements in pricing and gross margins and we expect continued improvements as we progress into 2013. In addition, if thetrailer market expands further as currently forecasted by ACT, we may have the ability to exceed these estimated levels in 2013.49  TABLE OF CONTENTSWe are not relying solely on volume and price recovery within the trailer industry to improve operations and enhance our profitability.Executing our strategic initiative to become a diversified industrial manufacturer will provide us the opportunity to address new markets,enhance our financial profile and reduce the cyclicality within our business. The Diversified Products segment has continued to gainmomentum and generate increased revenues and earnings. While demand for some of these products is dependent on the development of newproducts, customer acceptance of our product solutions and the general expansion of our customer base and distribution channels, weanticipate the long-term growth rate of demand for these products to exceed that of our Commercial Trailer Products. The Walker Acquisitioncompleted in May 2012, as well as our purchase of certain assets of Beall Corporation completed in February 2013, further diversifies ourbusiness, complements our leadership position in trailer manufacturing and related products and technologies and potentially provides foradditional growth and value creation as we actively pursue margin enhancing synergies. In addition, we have been and will continue to focuson developing innovative new products that both add value to our customers’ operations and allow us to continue to differentiate ourproducts from the competition.Contractual Obligations and Commercial CommitmentsA summary of payments of our contractual obligations and commercial commitments, both on and off balance sheet, as of December31, 2012 are as follows (in millions): 2013 2014 2015 2016 2017 Thereafter TotalDEBT: Revolving Facility (due 2017) $ — $ — $ — $ — $ — $ — $ — Convertible Senior Notes (due 2018) — — — — — 150.0 150.0 Term Loan Credit Facility (due 2019) 3.0 3.0 3.0 3.0 3.0 282.8 297.8 Industrial Revenue Bond 0.4 0.5 0.5 0.5 0.5 0.1 2.5 Capital Leases (including principal and interest) 1.4 1.1 0.7 0.6 0.6 1.5 5.9 TOTAL DEBT $4.8 $4.6 $4.2 $4.1 $4.1 $434.4 $456.2 OTHER: Operating Leases $2.9 $2.2 $1.5 $1.3 $1.0 $1.3 $10.2 TOTAL OTHER $2.9 $2.2 $1.5 $1.3 $1.0 $1.3 $10.2 OTHER COMMERCIAL COMMITMENTS: Letters of Credit $7.2 $— $— $— $— $— $7.2 Raw Material Purchase Commitments 18.6 — — — — — 18.6 Used Trailer Purchase Commitments 10.8 — — — — — 10.8 TOTAL OTHER COMMERCIALCOMMITMENTS $36.6 $— $— $— $— $— $36.6 TOTAL OBLIGATIONS $44.3 $6.8 $5.7 $5.4 $5.1 $435.7 $503.0 Scheduled payments for our Revolver exclude interest payments as rates are variable. Borrowings under the Revolver bear interest at avariable rate based on the London Interbank Offer Rate (LIBOR) or a base rate determined by the lender’s prime rate plus an applicablemargin, as defined in the agreement. Outstanding borrowings under the Revolver bear interest at a rate, at our election, equal to (i) LIBORplus a margin ranging from 1.75% to 2.25% or (ii) the prime rate of Wells Fargo Capital Finance, LLC plus a margin ranging from 0.75%to 1.25%, in each case depending upon the average daily unused availability under the Revolver. We are required to pay a monthly unusedline fee equal to 0.375% times the average daily unused availability along with other customary fees and expenses of our agent and lenders.Capital leases represent future minimum lease payments including interest. Operating leases represent the total future minimum leasepayments.We have $18.6 million in purchase commitments through December 2013 for various raw material commodities, including aluminum,steel, nickel and copper as well as other raw material components which are within normal production requirements.50  TABLE OF CONTENTSWe have used trailer purchase commitments totaling $10.8 million related to commitments with certain customers to accept used trailerson trade for new trailer purchases. These commitments arise in the normal course of business related to future new trailer orders at the time anew trailer order is placed by the customer.We have standby letters of credit totaling $7.2 million issued in connection with workers compensation claims and surety bonds.Significant Accounting Policies and Critical Accounting EstimatesOur significant accounting policies are more fully described in Note 2 to our consolidated financial statements. Certain of ouraccounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculatingfinancial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on ourhistorical experience, terms of existing contracts, evaluation of trends in the industry, information provided by our customers andinformation available from other outside sources, as appropriate.We consider an accounting estimate to be critical if it requires us to make assumptions about matters that were uncertain at the time wewere making the estimate or changes in the estimate or different estimates that we could have selected would have had a material impact onour financial condition or results of operations.The table below presents information about the nature and rationale for our critical accounting estimates: Balance SheetCaption Critical EstimateItem Nature of EstimatesRequired Assumptions/Approaches Used Key FactorsOther accruedliabilities andother non-currentliabilities Warranty Estimating warranty requires us toforecast the resolution of existingclaims and expected future claims onproducts sold. We base our estimate on historicaltrends of trailers sold and paymentamounts, combined with our currentunderstanding of the status ofexisting claims, recall campaigns anddiscussions with our customers. Failure rates andestimated repaircostsAccountsreceivable Allowance fordoubtful accounts Estimating the allowance for doubtfulaccounts requires us to estimate thefinancial capability of customers topay for products. We base our estimates on historicalexperience, the length of time anaccount is outstanding, customer’sfinancial condition and informationfrom credit rating services. CustomerfinancialconditionInventories Lower of cost ormarket write-downs We evaluate future demand forproducts, market conditions andincentive programs. Estimates are based on recent salesdata, historical experience, externalmarket analysis and third partyappraisal services. MarketconditionsProduct typeProperty, plantand equipment,intangible assets,goodwill andother assets Impairment oflong-lived assets We are required periodically toreview the recoverability of certain ofour assets based on projections ofanticipated future cash flows,including future profitabilityassessments of various product lines. We estimate cash flows using internalbudgets based on recent sales data,and independent trailer productionvolume estimates. FutureproductionestimatesDeferred incometaxes Recoverability ofdeferred taxassets – inparticular, netoperating losscarry-forwards We are required to estimate whetherrecoverability of our deferred taxassets is more likely than not basedon forecasts of taxable earnings. We use historical operating resultsfor the past 3 years and projectedfuture operating results, based uponour business plans, including areview of the eligible carry-forwardperiod, tax planning opportunitiesand other relevant considerations. Historicaloperating resultsVariances infuture projectedprofitability,including bytaxing entityTax law changes51  TABLE OF CONTENTS Balance SheetCaption Critical EstimateItem Nature of EstimatesRequired Assumptions/Approaches Used Key FactorsAdditional paid-incapital Stock-basedcompensation We are required to estimate the fairvalue of all stock awards we grant. We use a binomial valuation model toestimate the fair value of stockawards. We feel the binomial modelprovides the most accurate estimateof fair value. Risk-free interestrateHistoricalvolatilityDividend yieldExpected termIn addition, there are other items within our financial statements that require estimation, but are not as critical as those discussed above.Changes in estimates used in these and other items could have a significant effect on our consolidated financial statements. Thedetermination of the fair market value of new and used trailers is subject to variation, particularly in times of rapidly changing marketconditions. A 5% change in the valuation of our new and used inventories at December 31, 2012, would be approximately $5 million.OtherInflationWe have historically been able to offset the impact of rising costs through productivity improvements as well as selective price increases.As a result, inflation has not had, and is not expected to have, a significant impact on our business.New Accounting PronouncementsIn July 2012, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2012-02,Intangibles (Topic 350) – Testing Indefinite-Lived Intangible Assets for Impairment (“ASU 2012-02”). ASU 2012-02 permits an entity tofirst assess qualitative factors to determine if it is more likely than not that the fair value of an indefinite-lived intangible asset is more thanits carrying amount. If based on its qualitative assessment an entity concludes it is more likely than not that the fair value of an indefinite-lived intangible asset exceeds its carrying amount, quantitative impairment testing is not required. However, if an entity concludesotherwise, quantitative impairment testing is required. ASU 2012-02 is effective for annual and interim impairment tests performed forfiscal years beginning after September 15, 2012, with early adoption permitted. The adoption of ASU 2012-02 did not have a materialimpact on our audited consolidated financial statements.In May 2011, the FASB issued ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurements and DisclosureRequirements in U.S. GAAP and IFRS (“ASU 2011-04”). ASU 2011-04 is intended to improve the comparability of fair valuemeasurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRS. The amendments are oftwo types: (i) those that clarify the FASB’s intent about the application of existing fair value measurement and disclosure requirements and(ii) those that change a particular principle or requirement for measuring fair value or for disclosing information about fair valuemeasurements. The adoption of ASU 2011-04 did not have a material impact on our audited consolidated financial statements.In June 2011, the FASB amended ASU 2011-05, Comprehensive Income, Presentation of Comprehensive Income, which will requirecompanies to present the components of net income and other comprehensive income either as one continuous statement or as twoconsecutive statements. It eliminates the option to present components of other comprehensive income as part of the statement of changes inshareholders’ equity. The guidance in ASU 2011-05 does not change the items which must be reported in other comprehensive income, howsuch items are measured, or when it must be reclassified to net income. The guidance in ASU 2011-05 is effective for fiscal years andinterim periods within those years beginning after December 15, 2011, and should be applied retrospectively. The Company adopted thisstandard using two consecutive statements.In December 2011, The FASB issued ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation ofReclassifications of Items Out of Accumulated Other Comprehensive Income in ASU52  TABLE OF CONTENTS2011-05. ASU 2011-12 defers the requirement that companies present reclassification adjustments for each component of AOCI in both netincome and OCI on the face of the financial statements. The effective dates for ASU 2011-12 are consistent with the effective dates for ASU2011-05 and, similar to the Company’s adoption of ASU 2011-05, the adoption of this guidance did not have a material impact on ouraudited consolidated financial statements.In February 2013, the FASB issued ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other ComprehensiveIncome, which will require entities to provide information about amounts reclassified out of other comprehensive income by component. Weare required to present, either on the face of the financial statements or in the notes, the amounts reclassified from other comprehensiveincome to the respective line items in the Consolidated Statements of Operations. This amendment is effective for interim and annual periodsbeginning after December 15, 2012. The adoption of this guidance is not expected to have a material impact on our audited consolidatedfinancial statements.ITEM 7A — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKIn addition to the risks inherent in our operations, we have exposure to financial and market risk resulting from volatility in commodityprices and interest rates. The following discussion provides additional detail regarding our exposure to these risks.a. Commodity Price RisksWe are exposed to fluctuation in commodity prices through the purchase of raw materials that are processed from commodities such asaluminum, steel, nickel, wood and polyethylene. Given the historical volatility of certain commodity prices, this exposure can significantlyimpact product costs. Historically, we have managed aluminum price changes by entering into fixed price contracts with our suppliers. Asof December 31, 2012, we had $18.6 million in raw material purchase commitments through December 2013 for materials that will be usedin the production process. We typically do not set prices for our products more than 45-90 days in advance of our commodity purchasesand can, subject to competitive market conditions, take into account the cost of the commodity in setting our prices for each order. To theextent that we are unable to offset the increased commodity costs in our product prices, our results would be materially and adverselyaffected.b. Interest RatesAs of December 31, 2012, we had no floating rate debt outstanding under our revolving facility. However, during 2012 we maintainedan average floating rate borrowing level of $38.0 million under our revolving line of credit. In addition, as of December 31, 2012, we hadoutstanding borrowings under our Term Loan Credit Agreement totaling $297.8 million that bear interest at a floating rate, subject to aminimum interest rate. Based on the average borrowings under our revolving facility and the outstanding indebtedness under our Term LoanCredit Agreement, a hypothetical 100 basis-point change in the floating interest rate would result in a corresponding $0.4 million change ininterest expense over a one-year period. This sensitivity analysis does not account for the change in the competitive environment indirectlyrelated to the change in interest rates and the potential managerial action taken in response to these changes.c. Foreign Exchange RatesWe are subject to fluctuations in the British pound sterling and Mexican peso exchange rates that impact transactions with our foreignsubsidiaries, as well as U.S. denominated transactions between these foreign subsidiaries and unrelated parties. A five percent change in theBritish pound sterling or Mexican peso exchange rates would have an immaterial impact on results of operations. We do not hold or issuederivative financial instruments for speculative purposes.53  TABLE OF CONTENTSITEM 8 — FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA PagesReport of Independent Registered Public Accounting Firm 55 Consolidated Balance Sheets as of December 31, 2012 and 2011 56 Consolidated Statements of Operations for the years ended December 31, 2012, 2011 and 2010 57 Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2012, 2011 and2010 58 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2012, 2011and 2010 59 Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010 60 Notes to Consolidated Financial Statements 61 54  TABLE OF CONTENTSReport of Independent Registered Public Accounting FirmThe Board of Directors and Shareholders of Wabash National Corporation:We have audited the accompanying consolidated balance sheets of Wabash National Corporation as of December 31, 2012 and 2011,and the related consolidated statements of operations and comprehensive income (loss), stockholders' equity, and cash flows for each of thethree years in the period ended December 31, 2012. These financial statements are the responsibility of the Company's management. Ourresponsibility is to express an opinion on these financial statements based on our audits.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Thosestandards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free ofmaterial misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financialstatements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well asevaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position ofWabash National Corporation at December 31, 2012 and 2011, and the consolidated results of its operations and its cash flows for each ofthe three years in the period ended December 31, 2012, in conformity with U.S. generally accepted accounting principles.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), WabashNational Corporation’s internal control over financial reporting as of December 31, 2012, based on criteria established in InternalControl — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report datedFebruary 28, 2013 expressed an unqualified opinion thereon.ERNST & YOUNG LLPIndianapolis, IndianaFebruary 28, 201355  TABLE OF CONTENTSWABASH NATIONAL CORPORATIONCONSOLIDATED BALANCE SHEETS(Dollars in thousands) December 31, 2012 2011ASSETS 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 DEFERRED INCOME TAXES 1,065 — OTHER NONCURRENT LIABILITIES 15,511 4,874 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY Common stock 200,000,000 shares authorized, $0.01 par value,68,378,984 and 68,165,668 shares outstanding, respectively 702 704 Additional paid-in capital 618,550 601,482 Accumulated deficit (323,657) (429,288) Accumulated other comprehensive income 248 — Treasury stock at cost, 1,870,205 and 1,815,671 common shares,respectively (27,116) (26,552) Total stockholders' equity $ 268,727 $ 146,346 $ 902,626 $ 388,050 The accompanying notes are an integral part of these Consolidated Statements.56  TABLE OF CONTENTSWABASH NATIONAL CORPORATIONCONSOLIDATED STATEMENTS OF OPERATIONS(Dollars in thousands, except per share amounts) Years Ended December 31, 2012 2011 2010NET SALES $1,461,854 $1,187,244 $ 640,372 COST OF SALES 1,298,031 1,120,524 612,289 Gross profit $163,823 $66,720 $28,083 GENERAL AND ADMINISTRATIVE EXPENSES 44,751 30,994 29,876 SELLING EXPENSES 23,589 12,981 10,669 AMORTIZATION OF INTANGIBLES 10,590 2,955 2,955 ACQUISITION EXPENSES 14,409 — — Income (Loss) from operations $70,484 $19,790 $(15,417) OTHER INCOME (EXPENSE) Interest expense (21,724) (4,136) (4,140) Increase in fair value of warrant — — (121,587) Other, net (97) (441) (667) Income (Loss) before income taxes $48,663 $15,213 $(141,811) INCOME TAX (BENEFIT) EXPENSE (56,968) 171 (51) Net income (loss) $105,631 $15,042 $(141,760) PREFERRED STOCK DIVIDENDS AND EARLYEXTINGUISHMENT — — 25,454 NET INCOME (LOSS) APPLICABLE TO COMMONSTOCKHOLDERS $105,631 $15,042 $(167,214) BASIC AND DILUTED NET INCOME (LOSS)PER SHARE $1.53 $0.22 $(3.36) The accompanying notes are an integral part of these Consolidated Statements.57  TABLE OF CONTENTSWABASH NATIONAL CORPORATIONCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)(Dollars in thousands) Years Ended December 31, 2012 2011 2010NET INCOME (LOSS) $ 105,631 $ 15,042 $ (141,760) Other comprehensive income: Foreign currency translation adjustment 248 — — Total other comprehensive income 248 — — COMPREHENSIVE INCOME (LOSS) $105,879 $15,042 $(141,760) The accompanying notes are an integral part of these Consolidated Statements.58  TABLE OF CONTENTSWABASH NATIONAL CORPORATIONCONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY(Dollars in thousands) Common Stock AdditionalPaid-InCapital AccumulatedDeficit AccumulatedOtherComprehensiveIncome TreasuryStock Total Shares AmountBALANCES, December 31, 2009 30,376,374 $ 331 $355,747 $(277,116) $ — $ (25,477) $ 53,485 Net loss for the year — — — (141,760) — — (141,760) Stock-based compensation 293,389 (2) 2,433 — — — 2,431 Stock repurchase (51,355) 1 157 — — (542) (384) Preferred stock dividends and early extinguishment — — — (25,454) — — (25,454) Common stock issued in connection with: Public offering 11,750,000 118 71,825 — — — 71,943 Exercise of warrant 25,486,532 254 168,006 — — — 168,260 Stock option plan 75,874 1 503 — — — 504 BALANCES, December 31, 2010 67,930,814 $703 $598,671 $(444,330) $— $(26,019) $129,025 Net income for the year — — — 15,042 — — 15,042 Stock-based compensation 191,188 — 2,424 — — — 2,424 Stock repurchase (50,848) — — — — (533) (533) Common stock issued in connection with: Public offering — — (150) — — — (150) Stock option plan 94,514 1 537 — — — 538 BALANCES, December 31, 2011 68,165,668 $704 $601,482 $(429,288) $— $(26,552) $146,346 Net income for the year — — — 105,631 — — 105,631 Foreign currency translation — — — — 248 — 248 Stock-based compensation 186,368 (3) 4,388 — — — 4,385 Stock repurchase (54,534) — — — — (564) (564) Equity component of convertible senior notes,net of taxes — — 12,328 — — — 12,328 Common stock issued in connection with: Stock option plan 81,482 1 352 — — — 353 BALANCES, December 31, 2012 68,378,984 $702 $618,550 $(323,657) $248 $(27,116) $268,727 The accompanying notes are an integral part of these Consolidated Statements.59  TABLE OF CONTENTSWABASH NATIONAL CORPORATIONCONSOLIDATED STATEMENTS OF CASH FLOWS(Dollars in thousands) Years Ended December 31, 2012 2011 2010Cash flows from operating activities Net income (loss) $ 105,631 $ 15,042 $ (141,760) Adjustments to reconcile net income (loss) to net cash provided by(used in) operating activities Depreciation 14,975 12,636 13,900 Amortization of intangibles 10,590 2,955 2,955 Net loss (gain) on sale of assets 203 (9) 431 Loss on early debt extinguishment — 668 — Deferred taxes (57,283) — — Increase in fair value of warrant — — 121,587 Stock-based compensation 5,149 3,398 3,489 Accretion of debt discount 2,972 — — Changes in operating assets and liabilities Accounts receivable 1,180 (14,366) (20,772) Inventories 41,696 (78,683) (59,062) Prepaid expenses and other 736 (162) 3,024 Accounts payable and accrued liabilities (46,786) 56,968 45,251 Other, net (3,046) 386 650 Net cash provided by (used in) operating activities $76,017 $(1,167) $(30,307) Cash flows from investing activities Capital expenditures (14,916) (7,264) (1,782) Acquisition, net of cash acquired (364,012) — — Proceeds from the sale of property, plant and equipment 607 17 1,813 Other (2,500) — — Net cash (used in) provided by investing activities $(380,821) $(7,247) $31 Cash flows from financing activities Proceeds from exercise of stock options 354 538 504 Borrowings under revolving credit facilities 206,015 848,705 712,491 Payments under revolving credit facilities (271,015) (838,705) (685,928) Principal payments under capital lease obligations (1,629) (671) (352) 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) (384) Payments under redemption of preferred stock — — (47,791) Preferred stock issuance costs paid — — (120) Proceeds from issuance of common stock, net of expenses — (155) 71,948 Net cash provided by financing activities $366,277 $7,190 $50,368 Net increase (decrease) in cash $61,473 $(1,224) $20,092 Cash at beginning of year 19,976 21,200 1,108 Cash at end of year $81,449 $19,976 $21,200 Supplemental disclosures of cash flow information Cash paid (received) during the period for Interest $16,050 $3,836 $3,474 Income taxes $594 $73 $(3,084) The accompanying notes are an integral part of these Consolidated Statements.60  TABLE OF CONTENTSWABASH NATIONAL CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1.DESCRIPTION OF THE BUSINESSWabash National Corporation (the “Company”) designs, manufactures and markets standard and customized truck and tank trailers,intermodal equipment and transportation related products under the Wabash®, Wabash National®, DuraPlate®, DuraPlate HD®,DuraPlate® XD-35®, DuraPlate AeroSkirt®, ArcticLite®, FreightPro®, RoadRailer®, TrustLock Plus®, Transcraft®, Eagle®, EagleII®, D-Eagle®, Benson®, Walker® Transport, Walker® Stainless Equipment, Walker® Defense Group, Walker® Barrier Systems,Walker® Engineered Products, Brenner® Tank, Garsite, Progress Tank, TST®, Bulk Tank InternationalTM, Extract Technology®, andBeall® brand name or trademarks. The Company’s wholly-owned subsidiaries, Wabash National Trailer Centers, Inc. and Brenner TankServices, LLC, sells new and used trailers through its retail network and provides aftermarket parts and service for the Company’s andcompetitors’ trailers and related equipment.2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESa. Basis of ConsolidationThe consolidated financial statements reflect the accounts of the Company and its wholly-owned and majority-owned subsidiaries. Allsignificant intercompany profits, transactions and balances have been eliminated in consolidation. Certain reclassifications have been madeto prior periods to conform to the current year presentation. These reclassifications had no effect on net income for the periods previouslyreported.b. Use of EstimatesThe preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requiresmanagement to make estimates and assumptions that directly affect the amounts reported in its consolidated financial statements andaccompanying notes. Actual results could differ from these estimates.c. Revenue RecognitionThe Company recognizes revenue from the sale of its products when the customer has made a fixed commitment to purchase a productfor a fixed or determinable price, collection is reasonably assured under the Company’s normal billing and credit terms and ownership andall risk of loss has been transferred to the buyer, which is normally upon shipment to or pick up by the customer. Revenues on certain long-term contracts are recorded on a percentage of completion method, measured by the actual labor incurred to the estimated total labor for eachproject. Revenues exclude all taxes collected from the customer. Shipping and handling fees are included in Net Sales and the associatedcosts included in Cost of Sales in the Consolidated Statements of Operations.d. Used Trailer Trade Commitments and Residual Value GuaranteesThe Company has commitments with certain customers to accept used trailers on trade for new trailer purchases. These commitmentsarise in the normal course of business related to future new trailer orders at the time a new trailer order is placed by the customer. TheCompany acquired used trailers on trade of approximately $19.5 million, $16.2 million and $8.1 million in 2012, 2011 and 2010,respectively. As of December 31, 2012 and 2011, the Company had approximately $10.8 million and $23.3 million, respectively, ofoutstanding trade commitments. On occasion, the amount of the trade allowance provided for in the used trailer commitments, or cost, mayexceed the net realizable value of the underlying used trailer. In these instances, the Company’s policy is to recognize the loss related to thesecommitments at the time the new trailer revenue is recognized. Net realizable value of used trailers is measured considering market sales datafor comparable types of trailers. The net realizable value of the used trailers subject to the remaining outstanding trade commitments wasestimated by the Company to be approximately $10.8 million and $23.0 million as of December 31, 2012 and 2011, respectively.61  TABLE OF CONTENTSe. Accounts ReceivableAccounts receivable are shown net of allowance for doubtful accounts and primarily include trade receivables. The Company recordsand maintains a provision for doubtful accounts for customers based upon a variety of factors including the Company’s historicalexperience, the length of time the account has been outstanding and the financial condition of the customer. If the circumstances related tospecific customers were to change, the Company’s estimates with respect to the collectability of the related accounts could be furtheradjusted. The Company’s policy is to write-off receivables when they are determined to be uncollectible. Provisions to the allowance fordoubtful accounts are charged to both General and Administrative Expenses and Selling Expenses in the Consolidated Statements ofOperations. The following table presents the changes in the allowance for doubtful accounts (in thousands): Years Ended December 31, 2012 2011 2010Balance at beginning of year $ 1,233 $ 2,241 $ 2,790 (Income) expense (153) (981) 60 Write-offs, net (222) (27) (609) Balance at end of year $858 $1,233 $2,241 f. InventoriesInventories are stated at the lower of cost, determined on the first-in, first-out (FIFO) method, or market. The cost of manufacturedinventory includes raw material, labor and overhead. Inventories consist of the following (in thousands): December 31, 2012 2011Raw materials and components $ 57,187 $ 54,000 Work in progress 24,849 2,332 Finished goods 82,930 115,095 Aftermarket parts 9,882 5,762 Used trailers 14,639 12,344 $189,487 $189,533 g. Prepaid Expenses and OtherPrepaid expenses and other as of December 31, 2012 and 2011 were $8.2 million and $2.3 million, respectively. Prepaid expenses andother primarily includes items such as insurance premiums, maintenance agreements, restricted cash balances and other receivables.Insurance premiums and maintenance agreements are charged to expense over the contractual life, which is generally one year or less. As ofDecember 31, 2012, the Company had restricted cash balances totaling $2.5 million pertaining to a financing arrangement for the expansionof its production facility in Cadiz, Kentucky which is expected to be utilized in 2013. Other receivables primarily consist of costs in excessof billings on long-term contracts for which the Company recognizes revenue on a percentage of completion basis.h. Property, Plant and EquipmentProperty, plant and equipment are recorded at cost, net of accumulated depreciation. Maintenance and repairs are charged to expense asincurred, while expenditures that extend the useful life of an asset are capitalized. Depreciation is recorded using the straight-line method overthe estimated useful lives of the depreciable assets. The estimated useful lives are up to 33 years for buildings and building improvementsand range from three to ten years for machinery and equipment. Depreciation expense, which is recorded in Cost of Sales and General andAdministrative Expenses in the Consolidated Statements of Operations, as62  TABLE OF CONTENTSappropriate, on property, plant and equipment was $12.7 million, $10.2 million and $11.3 million for 2012, 2011 and 2010, respectively,and includes amortization of assets recorded in connection with the Company’s capital lease agreements. In July 2008, the Company enteredinto a non-cash capital lease obligation for its manufacturing facility in Cadiz, Kentucky totaling $5.3 million. In 2010, the Companyrenegotiated the terms of the lease to reflect the current market value of the facility, reducing the total lease obligation to $4.7 million.Furthermore, in February 2012, the Company renegotiated a new, ten-year lease extension resulting in a capital lease obligation for thisfacility of $2.7 million and a cash payment at closing of $0.8 million. As of December 31, 2012 and 2011, the assets related to theCompany’s capital lease agreements are recorded within Property, Plant and Equipment in the Consolidated Balance Sheet for the amountof $6.5 million and $5.9 million, respectively, net of accumulated depreciation of $1.4 million and $0.8 million, respectively.Property, plant and equipment consist of the following (in thousands): December 31, 2012 2011Land $ 23,986 $ 21,387 Buildings and building improvements 106,679 92,507 Machinery and equipment 184,859 159,825 Construction in progress 8,753 4,864 $324,277 $278,583 Less: accumulated depreciation (192,131) (181,992) $132,146 $96,591 i. Intangible AssetsAs of December 31, 2012, the balances of intangible assets, other than goodwill, were as follows (in thousands): Weighted AverageAmortization Period GrossIntangibleAssets AccumulatedAmortization Net IntangibleAssetsTradenames and trademarks 20 years $ 37,600 $ (4,336) $ 33,264 Customer relationships 10 years 146,000 (21,738) 124,262 Technology 12 years 15,300 (850) 14,450 Other 9 years 17,939 (17,925) 14 Total 12 years $216,839 $(44,849) $171,990 As of December 31, 2011, the balances of intangible assets, other than goodwill, were as follows (in thousands): Weighted AverageAmortization Period GrossIntangibleAssets AccumulatedAmortization Net IntangibleAssetsTradenames and trademarks 20 years $ 10,000 $ (2,917) $ 7,083 Customer relationships 11 years 27,000 (14,318) 12,682 Other 9 years 17,039 (16,983) 56 Total 12 years $54,039 $(34,218) $19,821 Intangible asset amortization expense was $10.6 million, $3.0 million and $3.1 million for 2012, 2011 and 2010, respectively. Annualintangible asset amortization expense for the next 5 fiscal years is estimated to be $20.8 million in 2013; $20.9 million in 2014; $20.3million in 2015; $19.1 million in 2016 and $15.9 million in 2017.63  TABLE OF CONTENTSj. GoodwillThe changes in the carrying amounts of goodwill, all of which is included in the Company’s Diversified Products segment as ofDecember 31, 2012 except for approximately $10.2 million allocated to the Company’s Retail segment, for the years ended December 31,2012 and 2011 were as follows (in thousands): Balance as of December 31, 2010 $— Balance as of December 31, 2011 $— Goodwill acquired 146,444 Balance as of December 31, 2012 $146,444 Goodwill represents the excess purchase price over fair value of the net assets acquired in the acquisition of Walker. The Companyreviews goodwill for impairment annually on October 1 and whenever events or changes in circumstances indicate its carrying value maynot be recoverable in accordance with ASC 350, Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment, (“ASU2011-08”). Under this guidance, the Company has the option to first assess qualitative factors to determine whether the existence of eventsor circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carryingamount. If, after assessing the totality of events or circumstances, the Company determines it is not more likely than not that the fair valueof a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary.In assessing the qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than itscarrying amount, the Company assesses relevant events and circumstances that may impact the fair value and the carrying amount of thereporting unit. The identification of relevant events and circumstances and how these may impact a reporting unit’s fair value or carryingamount involve significant judgments and assumptions. The judgments and assumptions include the identification of macroeconomicconditions, industry and market conditions, cost factors, overall financial performance and Company specific events and making theassessment on whether each relevant factor will impact the impairment test positively or negatively and the magnitude of any such impact.Based on the result of the qualitative assessment of the Company’s reporting units, the Company believes it is more likely than not thatthe fair value of its reporting units are greater than their carrying amount. No impairment was recognized in 2012, 2011 or 2010.k. Other AssetsThe Company capitalizes the cost of computer software developed or obtained for internal use. Capitalized software is amortized usingthe straight-line method over three to seven years. As of December 31, 2012 and 2011, the Company had software costs, net of amortization,of $0.9 million and $3.1 million, respectively. Amortization expense for 2012, 2011 and 2010 was $2.3 million, $2.3 million and $2.4million, respectively.l. Long-Lived AssetsLong-lived assets, consisting primarily of intangible assets and property, plant and equipment, are reviewed for impairment wheneverfacts and circumstances indicate that the carrying amount may not be recoverable. Specifically, this process involves comparing an asset’scarrying value to the estimated undiscounted future cash flows the asset is expected to generate over its remaining life. If this process were toresult in the conclusion that the carrying value of a long-lived asset would not be recoverable, a write-down of the asset to fair value would berecorded through a charge to operations. Fair value is determined based upon discounted cash flows or appraisals as appropriate.64  TABLE OF CONTENTSm. Other Accrued LiabilitiesThe following table presents the major components of Other Accrued Liabilities (in thousands): December 31, 2012 2011Warranty $14,886 $11,437 Payroll and related taxes 23,342 14,237 Self-insurance 7,702 5,390 Accrued taxes 5,578 6,239 Customer deposits 43,158 16,282 All other 10,207 5,439 $ 104,873 $ 59,024 The following table presents the changes in the product warranty accrual included in Other Accrued Liabilities (in thousands): 2012 2011Balance as of January 1 $ 11,437 $ 11,936 Provision for warranties issued in current year 5,521 3,667 Walker acquisition 3,887 — Recovery of pre-existing warranties (750) (1,992) Payments (5,209) (2,174) Balance as of December 31 $14,886 $11,437 The Company offers a limited warranty for its products with a coverage period that ranges between one and five years, provided that thecoverage period for DuraPlate® trailer panels beginning with those panels manufactured in 2005 or after is ten years. The Company passesthrough component manufacturers’ warranties to our customers. The Company’s policy is to accrue the estimated cost of warranty coverageat the time of the sale.The following table presents the changes in the self-insurance accrual included in Other Accrued Liabilities (in thousands): Self-InsuranceAccrualBalance as of January 1, 2011 $ 5,403 Expense 16,466 Payments (16,479) Balance as of December 31, 2011 $5,390 Expense 25,336 Walker acquisition 2,034 Payments (25,058) Balance as of December 31, 2012 $7,702 The Company is self-insured up to specified limits for medical and workers’ compensation coverage. The self-insurance reserves havebeen recorded to reflect the undiscounted estimated liabilities, including claims incurred but not reported, as well as catastrophic claims asappropriate.65  TABLE OF CONTENTSn. Income TaxesThe Company determines its provision or benefit for income taxes under the asset and liability method. The asset and liability methodmeasures the expected tax impact at current enacted rates of future taxable income or deductions resulting from differences in the tax andfinancial reporting basis of assets and liabilities reflected in the Consolidated Balance Sheets. Future tax benefits of tax losses and creditcarryforwards are recognized as deferred tax assets. Deferred tax assets are reduced by a valuation allowance to the extent managementdetermines that it is more-likely-than-not the Company would not realize the value of these assets.The Company accounts for income tax contingencies by prescribing a “more-likely-than-not” recognition threshold that a tax position isrequired to meet before being recognized in the financial statements.o. Concentration of Credit RiskFinancial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and customerreceivables. We place our cash with high quality financial institutions. Generally, we do not require collateral or other security to supportcustomer receivables.p. Research and DevelopmentResearch and development expenses are charged to earnings as incurred and were $1.7 million, $1.0 million and $0.9 million in 2012,2011 and 2010, respectively.q. New Accounting PronouncementsIn July 2012, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2012-02,Intangibles (Topic 350) — Testing Indefinite-Lived Intangible Assets for Impairment (“ASU 2012-02”). ASU 2012-02 permits an entity tofirst assess qualitative factors to determine if it is more likely than not that the fair value of an indefinite-lived intangible asset is more thanits carrying amount. If based on its qualitative assessment an entity concludes it is more likely than not that the fair value of an indefinite-lived intangible asset exceeds its carrying amount, quantitative impairment testing is not required. However, if an entity concludesotherwise, quantitative impairment testing is required. ASU 2012-02 is effective for annual and interim impairment tests performed forfiscal years beginning after September 15, 2012, with early adoption permitted. The adoption of ASU 2012-02 did not have a materialimpact on the Company’s audited consolidated financial statements.In May 2011, the FASB issued ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurements and DisclosureRequirements in U.S. GAAP and IFRS (“ASU 2011-04”). ASU 2011-04 is intended to improve the comparability of fair valuemeasurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRS. The amendments are oftwo types: (i) those that clarify the FASB’s intent about the application of existing fair value measurement and disclosure requirements and(ii) those that change a particular principle or requirement for measuring fair value or for disclosing information about fair valuemeasurements. The adoption of ASU 2011-04 did not have a material impact on the Company’s audited consolidated financial statements.In June 2011, the FASB amended ASU 2011-05, Comprehensive Income, Presentation of Comprehensive Income, which will requirecompanies to present the components of net income and other comprehensive income either as one continuous statement or as twoconsecutive statements. It eliminates the option to present components of other comprehensive income as part of the statement of changes inshareholders’ equity. The guidance in ASU 2011-05 does not change the items which must be reported in other comprehensive income, howsuch items are measured, or when it must be reclassified to net income. The guidance in ASU 2011-05 is effective for fiscal years andinterim periods within those years beginning after December 15, 2011, and should be applied retrospectively. The Company adopted thisstandard using two consecutive statements.66  TABLE OF CONTENTSIn December 2011, The FASB issued ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation ofReclassifications of Items Out of Accumulated Other Comprehensive Income in ASU 2011-05. ASU 2011-12 defers the requirement thatcompanies present reclassification adjustments for each component of AOCI in both net income and OCI on the face of the financialstatements. The effective dates for ASU 2011-12 are consistent with the effective dates for ASU 2011-05 and, similar to the Company’sadoption of ASU 2011-05, the adoption of this guidance did not have a material impact on the Company’s audited consolidated financialstatements.In February 2013, the FASB issued ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other ComprehensiveIncome, which will require entities to provide information about amounts reclassified out of other comprehensive income by component. TheCompany is required to present, either on the face of the financial statements or in the notes, the amounts reclassified from othercomprehensive income to the respective line items in the Consolidated Statements of Operations. This amendment is effective for interim andannual periods beginning after December 15, 2012. The adoption of this guidance is not expected to have a material impact on theCompany’s audited consolidated financial statements.3.ACQUISITION OF WALKER GROUP HOLDINGS LLCOn May 8, 2012, the Company completed the acquisition (the “Walker Acquisition”) of all the equity interests of Walker GroupHoldings LLC (“Walker”) from Walker Group Resources LLC, the parent of Walker (“Seller”), pursuant to the Purchase and SaleAgreement, dated March 26, 2012, by and among the Company, Walker and Seller (the “Purchase and Sale Agreement”). The aggregateconsideration paid by the Company for the Walker Acquisition was $375.0 million in cash, subject to post-closing purchase priceadjustments related to the acquired working capital. The Company financed the Walker Acquisition and related fees and expenses using theproceeds of the Company’s offering of 3.375% Convertible Senior Notes due 2018 and the Company’s borrowings under the Term LoanCredit Agreement (as described in further detail in Note 6).Walker is a manufacturer of liquid-transportation systems and engineered products based in New Lisbon, Wisconsin. Walkermanufacturing operations are integrated into the Company’s Diversified Products segment while Walker retail operations are integrated intothe Retail segment in a manner that is consistent with its focus to leverage operational and market synergies. Walker has manufacturingfacilities for its liquid-transportation products in New Lisbon, Wisconsin; Fond du Lac, Wisconsin; Kansas City, Missouri; andQueretaro, Mexico with parts and service centers in Houston, Texas; Baton Rouge, Louisiana; Findlay, Ohio; Chicago, Illinois; Mauston,Wisconsin; West Memphis, Arkansas; and Ashland, Kentucky. Manufacturing facilities for Walker’s engineered products are located inNew Lisbon, Wisconsin; Elroy, Wisconsin; and Huddersfield, United Kingdom with parts and service centers in Tavares, Florida;Dallas, Texas; and Philadelphia, Pennsylvania.The Company incurred various costs related to the Walker Acquisition including fees paid to an investment banker for acquisitionservices and the related bridge financing commitment as well as professional fees for diligence, legal and accounting totaling $14.1 million.These costs have been recorded as Acquisition Expenses in the Condensed Consolidated Statements of Operations.67  TABLE OF CONTENTSThe aggregate purchase price of $375.0 million was allocated to the opening balance sheet of Walker at May 8, 2012, the date ofacquisition, which is still preliminary and subject to adjustment as, follows (in thousands): Cash $ 10,982 Current assets 93,409 Property, plant and equipment 32,541 Intangibles 162,800 Deferred income taxes 4,640 Goodwill 146,444 Total assets $450,816 Current liabilities $(74,722) Deferred income taxes (1,100) Total liabilities $(75,822) $374,994 Acquisition, net of cash acquired $364,012 Intangible assets of $162.8 million were recorded as a result of the acquisition. The intangible assets preliminarily consist of thefollowing (in thousands): Amount Useful LifeBacklog $ 900 Less than 1 year Tradenames and Trademarks 27,600 20 years Technology 15,300 12 years Customer relationships 119,000 10 years $162,800 Goodwill of $146.4 million was preliminarily recorded as a result of the Walker Acquisition in the Diversified Products and Retailsegments. Goodwill is comprised of operational synergies that are expected to be realized in both the short and long-term and the opportunityto enter new market sectors with higher margin potential which will enable us to deliver greater value to our customers and shareholders. TheCompany expects the amount recorded as goodwill for the Walker Acquisition to be fully deductible for tax purposes.Unaudited Pro forma ResultsThe results of Walker are included in the Consolidated Statements of Operations from the date of acquisition, including $270.1 millionand $34.3 million of revenue and net income, respectively, for the year ended December 31, 2012. The following unaudited pro formainformation is shown below as if the acquisition of Walker had been completed as of the beginning of the earliest period presented (inthousands, except per share amounts): Year Ended December 31, 2012 2011Sales $ 1,597,920 $ 1,530,922 Operating income $98,019 $52,213 Net income $123,030 $17,428 Basic net income per share $1.79 $0.25 Diluted net income per share $1.78 $0.25 68  TABLE OF CONTENTSThe information presented above is for informational purposes only and is not necessarily indicative of the actual results that wouldhave occurred had the acquisition been consummated at January 1, 2011, nor is it necessarily indicative of future operating results of thecombined companies under the ownership and management of the Company.4.PER SHARE OF COMMON STOCKPer share results have been calculated based on the average number of common shares outstanding. The calculation of basic and dilutednet income (loss) per share is determined using net income (loss) applicable to common stockholders as the numerator and the number ofshares included in the denominator as follows (in thousands, except per share amounts): Years Ended December 31, 2012 2011 2010Basic net income (loss) per share Net income (loss) applicable to common stockholders $ 105,631 $ 15,042 $ (167,214) Undistributed earnings allocated to participating securities (904) (84) — Net income (loss) applicable to common stockholders excludingamounts applicable to participating securities $104,727 $14,958 $(167,214) Weighted average common shares outstanding 68,325 68,086 49,819 Basic net income (loss) per share $1.53 $0.22 $(3.36) Diluted net income (loss) per share: Net income (loss) applicable to common stockholders $105,631 $15,042 $(167,214) Undistributed earnings allocated to participating securities (904) (84) — Net income (loss) applicable to common stockholders excludingamounts applicable to participating securities $104,727 $14,958 $(167,214) Weighted average common shares outstanding 68,325 68,086 49,819 Dilutive stock options and restricted stock 239 332 — Diluted weighted average common shares outstanding 68,564 68,418 49,819 Diluted net income (loss) per share $1.53 $0.22 $(3.36) The calculation of average diluted shares outstanding for the periods ending December 31, 2012, 2011 and 2010 excludes theantidilutive effects of the following potential common shares (in thousands): Years Ended December 31, 2012 2011 2010Stock options and restricted stock — — 336 Redeemable warrants — — 12,890 Options to purchase common shares 1,676 1,376 1,437 Options to purchase common shares are considered potentially dilutive but were excluded from calculations of diluted net income (loss)per share as the exercise prices were greater than the average market price of the common shares. In addition, the calculation of diluted netincome per share excludes the impact of the Company’s Convertible Senior Notes (see Note 6 for details) as the average stock price of theCompany’s common stock was below the initial conversion price of approximately $11.70 per share for the year ending December 31,2012. The Convertible Senior Notes may have a dilutive impact if the average market price of the Company’s common stock is above theconversion price.5.OTHER LEASE ARRANGEMENTSThe Company leases office space, manufacturing, warehouse and service facilities and equipment for varying periods under bothoperating and capital lease agreements. Future minimum lease payments required under these lease commitments as of December 31, 2012are as follows (in thousands):69  TABLE OF CONTENTS CapitalLeases OperatingLeases2013 1,350 2,925 2014 1,061 2,201 2015 715 1,476 2016 644 1,257 2017 617 1,047 Thereafter 1,504 1,306 Total minimum lease payments $5,891 $10,212 Interest (970) Present value of net minimum lease payments $4,921 Total rental expense was $3.6 million, $3.0 million and $2.7 million for 2012, 2011 and 2010, respectively. As of December 31, 2012the total minimum rentals to be received in future periods under these lease commitments was approximately $0.2 million.6.DEBTLong-term debt consists of the following (in thousands): December 31, 2012 2011Convertible senior notes $ 150,000 $ — Term loan credit facility 297,750 — Revolver — 65,000 Industrial revenue bond 2,500 — $450,250 $65,000 Less: unamortized discount (30,020) — Less: current portion (3,381) — $416,849 $65,000 Maturities of long-term debt for the five years succeeding December 31, 2012 and thereafter are as follows (in thousands): 2013 $ 3,381 2014 3,475 2015 3,496 2016 3,517 2017 3,539 Thereafter 432,842 Maturities of long-term debt $450,250 Convertible Senior NotesOn April 23, 2012, the Company issued Convertible Senior Notes due 2018 (the “Notes”) with an aggregate principal amount of $150million in a public offering. The Notes bear interest at the rate of 3.375% per annum from the date of issuance, payable semi-annually onMay 1 and November 1, commencing on November 1, 2012. The Notes are senior unsecured obligations of the Company ranking equallywith its existing and future senior unsecured debt.The Notes are convertible by their holders into cash, shares of the Company’s common stock or any combination thereof at theCompany’s election, at an initial conversion rate of 85.4372 shares of the70  TABLE OF CONTENTSCompany’s common stock per $1,000 in principal amount of Notes, which is equal to an initial conversion price of approximately $11.70per share, only under the following circumstances: (A) before November 1, 2017 (1) during any calendar quarter commencing after thecalendar quarter ending on June 30, 2012 (and only during such calendar quarter), if the last reported sale price of the common stock for atleast 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of theimmediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) duringthe five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price (as definedin the indenture for the Notes) per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% ofthe product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; (3) if theCompany calls the Notes for redemption, at any time prior to the close of business on the business day immediately preceding theredemption date; and (4) upon the occurrence of specified corporate events as described in the indenture for the Notes; and (B) at any timeon or after November 1, 2017 until the close of business on the second business day immediately preceding the maturity date.It is the Company’s intent to settle conversions through a net share settlement, which involves repayment of cash for the principalportion and delivery of shares of common stock for the excess of the conversion value over the principal portion. The Company used the netproceeds of approximately $145.1 million from the sale of the Notes to fund a portion of the purchase price of the Walker Acquisition.The Company accounts separately for the liability and equity components of the Notes in accordance with authoritative guidance forconvertible debt instruments that may be settled in cash upon conversion. The guidance requires the carrying amount of the liabilitycomponent to be estimated by measuring the fair value of a similar liability that does not have an associated conversion feature. TheCompany determined that senior, unsecured corporate bonds traded on the market represent a similar liability to the convertible senior noteswithout the conversion option. Based on market data available for publicly traded, senior, unsecured corporate bonds issued by companiesin the same industry and with similar maturity, the Company estimated the implied interest rate of the Notes to be 7.0%, assuming noconversion option. Assumptions used in the estimate represent what market participants would use in pricing the liability component,including market interest rates, credit standing, and yield curves, all of which are defined as Level 2 observable inputs. The estimatedimplied interest rate was applied to the Notes, which resulted in a fair value of the liability component of $123.8 million upon issuance,calculated as the present value of implied future payments based on the $150.0 million aggregate principal amount. The $21.7 milliondifference between the cash proceeds before offering expenses of $145.5 million and the estimated fair value of the liability component wasrecorded in additional paid-in capital. The discount on the liability portion of the Notes will be amortized.The Company will apply the treasury stock method in the calculation of the dilutive impact of the Notes. For the year ended December31, 2012, the calculation of diluted net income per share excludes the impact of these Notes as the average stock price of the Company’scommon stock was below the initial conversion price of approximately $11.70 per share.The following table summarizes information about the equity and liability components of the Notes (dollars in thousands). The fairvalue of the notes outstanding were measured based on quoted market prices. December 31,2012Principal amount of convertible notes outstanding $ 150,000 Unamortized discount of liability component (23,082) Net carrying amount of liability component 126,918 Less: current portion — Long-term debt $126,918 Carrying value of equity component, net of issuance costs $20,993 Remaining amortization period of discount on the liability component 5.3 years 71  TABLE OF CONTENTSContractual coupon interest expense and accretion of discount on the liability component for the Note for the year ended December 31,2012 were as follow (in thousands): Year EndedDecember 31,2012Contractual coupon interest expense $ 3,488 Accretion of discount on the liability component $2,411 Revolving Credit AgreementOn April 17, 2012, the Company entered into an amendment (the “Second Amendment”) to its then-existing credit agreement, dated June28, 2011, by and among the Company, certain of its subsidiaries and the lender parties thereto (the “Existing Credit Agreement”). TheSecond Amendment was executed to permit the issuance of the Company’s Notes discussed above, and the conversion, possible redemptionand other arrangements in connection with the Notes.Furthermore, on May 8, 2012 and in connection with the completion of the Walker Acquisition (see Note 3) and entering into the TermLoan Credit Agreement (as defined below), the Company repaid approximately $51 million of borrowings under its senior secured revolvingcredit facility, dated June 28, 2011, and entered into an amendment and restatement of that credit agreement among the Company, certain ofits subsidiaries (together with the Company, the “Borrowers”), Wells Fargo Capital Finance, LLC, as joint lead arranger, joint bookrunnerand administrative agent (the “Revolver Agent”), RBS Citizens Business Capital, a division of RBS Citizens, N.A., as joint lead arranger,joint bookrunner and syndication agent, and the other lenders named therein, as amended (the “Amended and Restated Revolving CreditAgreement”). Also on May 8, 2012, certain of the Company’s subsidiaries (the “Revolver Guarantors”) entered into a general continuingguarantee of the Borrowers’ obligations under the Amended and Restated Revolving Credit Agreement in favor of the lenders (the “RevolverGuarantee”).The Amended and Restated Revolving Credit Agreement is guaranteed by the Revolver Guarantors and is secured by (i) first prioritysecurity interests (subject only to customary permitted liens and certain other permitted liens) in substantially all personal property of theBorrowers and the Revolver Guarantors, consisting of accounts receivable, inventory, cash, deposit and securities accounts and any cash orother assets in such accounts and, to the extent evidencing or otherwise related to such property, all general intangibles, licenses,intercompany debt, letter of credit rights, commercial tort claims, chattel paper, instruments, supporting obligations, documents andpayment intangibles (collectively, the “Revolver Priority Collateral”), and (ii) second-priority liens on and security interests in (subject onlyto the liens securing the Term Loan Credit Agreement, customary permitted liens and certain other permitted liens) (A) equity interests ofeach direct subsidiary held by the Borrower and each Revolving Guarantor (subject to customary limitations in the case of the equity offoreign subsidiaries), and (B) substantially all other tangible and intangible assets of the Borrowers and the Revolving Guarantors includingequipment, general intangibles, intercompany notes, insurance policies, investment property, intellectual property and material owned realproperty (in each case, except to the extent constituting Revolver Priority Collateral) (collectively, the “Term Priority Collateral”). Therespective priorities of the security interests securing the Amended and Restated Revolving Credit Agreement and the Term Loan CreditAgreement are governed by an Intercreditor Agreement, dated May 8, 2012, between the Revolver Agent and the Term Agent (as definedbelow) (the “Intercreditor Agreement”). The Amended and Restated Revolving Credit Agreement has a scheduled maturity date of May 8,2017.Under the Amended and Restated Revolving Credit Agreement, the lenders agree to make available to the Company a $150 millionrevolving credit facility. The Company has the option to increase the total commitment under the facility to $200 million, subject to certainconditions, including (i) obtaining commitments from any one or more lenders, whether or not currently party to the Amended and RestatedRevolving Credit Agreement, to provide such increased amounts and (ii) the available amount of increases to the facility being reduced bythe amount of any incremental loans advanced under the Term Loan Credit Agreement (as defined below) in excess of $25 million.Availability under the Amended and Restated72  TABLE OF CONTENTSRevolving Credit Agreement will be based upon monthly (or more frequent under certain circumstances) borrowing base certifications of theBorrowers’ eligible inventory and eligible accounts receivable, and will be reduced by certain reserves in effect from time to time. Subject toavailability, the Amended and Restated Revolving Credit Agreement provides for a letter of credit subfacility in an amount not in excess of$15 million, and allows for swingline loans in an amount not in excess of $10 million. Outstanding borrowings under the Amended andRestated Revolving Credit Agreement will bear interest at a rate, at the Borrowers’ election, equal to (i) LIBOR plus a margin ranging from1.75% to 2.25% or (ii) a base rate plus a margin ranging from 0.75% to 1.25%, in each case depending upon the monthly average excessavailability under the revolving loan facility. The Borrowers are required to pay a monthly unused line fee equal to 0.375% times the averagedaily unused availability along with other customary fees and expenses of the Revolver Agent and the lenders.The Amended and Restated Revolving Credit Agreement contains customary covenants limiting the ability of the Company and certainof its affiliates to, among other things, pay cash dividends, incur debt or liens, redeem or repurchase stock, enter into transactions withaffiliates, merge, dissolve, repay subordinated indebtedness, make investments and dispose of assets. In addition, the Company will berequired to maintain a minimum fixed charge coverage ratio of not less than 1.1 to 1.0 as of the end of any period of 12 fiscal months(subject to shorter testing periods until May 1, 2013) when excess availability under the Amended and Restated Revolving Credit Agreementis less than 12.5% of the total revolving commitment.If availability under the Amended and Restated Revolving Credit Agreement is less than 15% of the total revolving commitment or ifthere exists an event of default, amounts in any of the Borrowers’ and the Revolver Guarantors’ deposit accounts (other than certainexcluded accounts) will be transferred daily into a blocked account held by the Revolver Agent and applied to reduce the outstandingamounts under the facility.Subject to the terms of the Intercreditor Agreement, if the covenants under the Amended and Restated Revolving Credit Agreement arebreached, the lenders may, subject to various customary cure rights, require the immediate payment of all amounts outstanding andforeclose on collateral. Other customary events of default in the Amended and Restated Revolving Credit Agreement include, withoutlimitation, failure to pay obligations when due, initiation of insolvency proceedings, defaults on certain other indebtedness, and theincurrence of certain judgments that are not stayed, satisfied, bonded or discharged within 30 days.In August 2011, the Company entered into the First Amendment to Credit Agreement (the “First Amendment”) with its lenders under theCompany’s Existing Credit Agreement. The First Amendment was entered into to permit an increase to the total commitment from $150million to $175 million. Under the Existing Credit Agreement, the Company had the option, subject to certain conditions, to request up totwo increases to the $150 million Revolver in minimum increments of $25 million and not to exceed $50 million in the aggregate (any suchincrease, a “Revolver Increase”). Pursuant to the First Amendment, the Company requested a Revolver Increase of $25 million. All lendersunder the Credit Agreement agreed to participate in the Revolver Increase and the Revolver Increase was effective in August 2011.The Company’s previous loan and security agreement entered into in July 2009 and, as amended in May 2010, had a capacity of $100million, subject to a borrowing base and other discretionary reserves, and a maturity of August 3, 2012. This facility, as amended, wasentered into to permit the early redemption of the Company’s Series E-G Preferred Stock and required the Company to pay down itsrevolving credit facility by at least $23.0 million. The repayment did not reduce the Company’s revolving loan commitments. Pursuant tothis facility, if the availability under the Company’s revolving credit facility was less than $15.0 million at any time before the earlier ofAugust 14, 2011 or the date that monthly financial statements were delivered for the month ending June 30, 2011, the Company could havebeen required to maintain a varying minimum EBITDA and would have been restricted in the amount of capital expenditures the Companycould have made during such period. If the Company’s availability was less than $20.0 million thereafter, it would have been required tomaintain a fixed charge coverage ratio for the 12 month period ending on the last day of the calendar month that ended most recently prior tosuch time of not less than 1.1 to 1.0.73  TABLE OF CONTENTSFurthermore, under the previous loan and security agreement, the Company could not repurchase or redeem its common stock andcould not pay cash dividends to the Company’s common stockholders until after August 3, 2011, and then only if (i) no default was orevents of default were in existence or would have been caused by such purchase, redemption or payment, (ii) immediately after suchpurchase, redemption or payment, the Company had unused availability of at least $40 million, (iii) the amount of all cash dividends paidby the Company did not exceed $20 million in any fiscal year and (iv) at least 5 business days prior to the purchase, redemption orpayment, an officer of the Company delivered a certificate to its lenders certifying that the conditions precedent in clauses (i) – (iii) havebeen satisfied. The Company was, however, permitted to repurchase stock from employees upon termination of their employment so long asno default or event of default existed at the time or would have been caused by such repurchase and such repurchases did not exceed $2.5million in any fiscal year.As of December 31, 2012, the Company had no outstanding borrowings under the Amended and Restated Revolving Credit Agreement.As of December 31, 2011, the Company had $65.0 million outstanding. The Company’s liquidity position, defined as cash on hand andavailable borrowing capacity on the revolving credit facility, amounted to $224.3 million and $125.7 million as of December 31, 2012 and2011, respectively. As of December 31, 2012, the Company was in compliance with all covenants of the Amended and Restated RevolvingCredit Agreement.Term Loan Credit AgreementOn May 8, 2012 and in connection with the completion of the Walker Acquisition (see Note 3), the Company entered into a creditagreement among the Company, the several lenders from time to time party thereto, Morgan Stanley Senior Funding, Inc., as administrativeagent, joint lead arranger and joint bookrunner (the “Term Agent”), and Wells Fargo Securities, LLC, as joint lead arranger and jointbookrunner (the “Term Loan Credit Agreement”), which provided for a senior secured term loan facility of $300 million to be advanced atclosing and provides for a senior secured incremental term loan facility of up to $75 million, subject to certain conditions, including (i)obtaining commitments from any one or more lenders, whether or not currently party to the Term Loan Credit Agreement, to provide suchincreased amounts and (ii) the available amount of incremental loans being reduced by the amount of any increases in the maximumrevolver amount under the Amended and Restated Revolving Credit Agreement (discussed above). Also on May 8, 2012, certain of theCompany’s subsidiaries (the “Term Guarantors”) entered into a general continuing guarantee of the Company’s obligations under the TermLoan Credit Agreement in favor of the Term Agent (the “Term Guarantee”).The Term Loan Credit Agreement is guaranteed by the Term Guarantors and is secured by (i) first-priority liens on and securityinterests in the Term Priority Collateral, and (ii) second-priority security interests in the Revolver Priority Collateral. The Term Loan CreditAgreement has a scheduled maturity date of May 8, 2019 but provides for an accelerated maturity in the event the Company’s outstanding3.375% Convertible Senior Notes due 2018 are not converted, redeemed, repurchased or refinanced in full on or before the date that is 91days prior to the maturity date thereof. The loans under the Term Loan Credit Agreement amortize in equal quarterly installments inaggregate amounts equal to 1% of the original principal amount of the term loans issued thereunder, with the balance payable at maturity.The Term Loan Credit Agreement also contains conditions providing for either voluntary or mandatory prepayments. Conditions formandatory prepayments include but are not limited to asset sales with proceeds in excess of $1 million and the amount of excess cashflows, as defined in the Term Loan Credit Agreement, to be calculated annually with the delivery of financial statements beginning with thefiscal year ended December 31, 2012.Outstanding borrowings under the Term Loan Credit Agreement will bear interest at a rate, at the Borrowers’ election, equal to (i) LIBOR(subject to a floor of 1.25%) plus a margin of 4.75% or (ii) a base rate plus a margin of 3.75%. For the year ended December 31, 2012, theCompany has paid $10.9 million of interest and $2.3 million of principal. As of December 31, 2012, the Company had $297.8 millionoutstanding under the Term Loan Credit agreement, of which $3.0 million was classified as current on the Company’s CondensedConsolidated Balance Sheet. In connection with the closing of the Term Loan Credit Agreement, the Company paid $7.5 million in originalissuance discount fees which will be amortized over the life of the74  TABLE OF CONTENTSfacility using the effective interest rate method. For the year ended December 31, 2012, the Company charged $0.6 million of amortizationfor original issuance discount fees as Interest Expense in the Condensed Consolidated Statements of Operations.The Term Loan Credit Agreement contains customary covenants limiting the ability of the Company and certain of its affiliates to,among other things, pay cash dividends, incur debt or liens, redeem or repurchase stock, enter into transactions with affiliates, merge,dissolve, pay off subordinated indebtedness, make investments and dispose of assets. In addition, the Company will be required tomaintain (i) a minimum interest coverage ratio tested as of the last day of each fiscal quarter for the four consecutive fiscal quarters thenending of not less than (A) 2.0 to 1.0 through September 30, 2013, (B) 3.0 to 1.0 thereafter through September 30, 2015, and (C) 4.0 to 1.0thereafter, and (ii) a maximum senior secured leverage ratio tested as of the last day of each fiscal quarter for the four consecutive fiscalquarters then ending of not more than (A) 4.5 to 1.0 through September 30, 2013, (B) 4.0 to 1.0 thereafter through September 30, 2015, and(C) 3.5 to 1.0 thereafter.As of December 31, 2012, the Company’s interest coverage and senior secured leverage ratios were 6.9:1.0 and 1.5:1.0, respectively,and in compliance with all covenants under the Term Loan Credit Agreement.Subject to the terms of the Intercreditor Agreement, if the covenants under the Term Loan Credit Agreement are breached, the lendersmay, subject to various customary cure rights, require the immediate payment of all amounts outstanding and foreclose on collateral. Othercustomary events of default in the Term Loan Credit Agreement include, without limitation, failure to pay obligations when due, initiation ofinsolvency proceedings, defaults on certain other indebtedness, and the incurrence of certain judgments that are not stayed, satisfied,bonded or discharged within 60 days.Other Debt FacilitiesOn November 27, 2012, the Company entered into a loan agreement with GE Government Finance, Inc. as lender and the County ofTrigg, Kentucky as issuer for a $2.5 million Industrial Revenue Bond. Funds will be used to purchase the equipment needed for theexpansion of the Cadiz, Kentucky facility. The loan will bear interest at a rate of 4.25% and matures March 2018. As of December 31,2012, we had $2.5 million outstanding of which $0.4 million was classified as current on our Consolidated Balance Sheet.7.FAIR VALUE MEASUREMENTSThe Company’s fair value measurements are based upon a three-level valuation hierarchy. These valuation techniques are based uponthe transparency of inputs (observable and unobservable) to the valuation of an asset or liability as of the measurement date. Observableinputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. Thesetwo types of inputs create the following fair value hierarchy:•Level 1 — Valuation is based on quoted prices for identical assets or liabilities in active markets;•Level 2 — Valuation is based on quoted prices for similar assets or liabilities in active markets, or other inputs that are observablefor the asset or liability, either directly or indirectly, for the full term of the financial instrument; and•Level 3 — Valuation is based upon other unobservable inputs that are significant to the fair value measurement.Recurring Fair Value MeasurementsThe Company maintains a non-qualified deferred compensation plan which is offered to senior management and other key employees.The amount owed to participants is an unfunded and unsecured general obligation of the Company. Participants are offered variousinvestment options with which to invest the75  TABLE OF CONTENTSamount owed to them, and the plan administrator maintains a record of the liability owed to participants by investment. In order to minimizethe impact of the change in market value of this liability, the Company has elected to purchase a separate portfolio of investments throughthe plan administrator similar to those chosen by the participant.The investments purchased by the Company (asset) include mutual funds, $0.4 million of which are classified as Level 1, and life-insurance contracts valued based on the performance of underlying mutual funds, $3.0 million of which are classified as Level 2.Nonrecurring Fair Value MeasurementsCertain nonfinancial assets and liabilities are measured at fair value on a nonrecurring basis and are subject to fair value adjustments incertain circumstances, such as when there is evidence of impairment.The Company reviews for goodwill impairment annually and whenever events or changes in circumstances indicate its carrying valuemay not be recoverable. The fair value of the reporting units is determined using the income approach. The income approach focuses on theincome-producing capability of an asset, measuring the current value of the asset by calculating the present value of its future economicbenefits such as cash earnings, cost savings, corporate tax structure and product offerings. Value indications are developed by discountingexpected cash flows to their present value at a rate of return that incorporates the risk-free rate for the use of funds, the expected rate ofinflation and risks associated with the reporting unit. These assets would generally be classified within Level 3, in the event that theCompany were required to measure and record such assets at fair value within its unaudited condensed consolidated financial statements.The Company periodically evaluates the carrying value of long-lived assets to be held and used, including definite-lived intangibleassets and property plant and equipment, when events or circumstances warrant such a review. Fair value is determined primarily usinganticipated cash flows assumed by a market participant discounted at a rate commensurate with the risk involved and these assets wouldgenerally be classified within Level 3, in the event that the Company were required to measure and record such assets at fair value within itsunaudited condensed consolidated financial statements.Assets and liabilities acquired in business combinations are recorded at their fair value as of the date of acquisition. Refer to Note 3 forthe fair values of assets acquired and liabilities assumed in connection with the Walker Acquisition.The carrying amounts of accounts receivable and accounts payable reported in the Consolidated Balance Sheets approximate fair value.Estimated Fair Value of DebtThe estimated fair value of long-term debt at December 31, 2012 consists primarily of the Company’s Notes and borrowings under itsTerm Loan Credit Agreement (see Note 6). The fair value of the Notes, the Term Loan Credit Agreement and the revolving credit facility arebased upon third party pricing sources, which generally does not represent daily market activity, nor does it represent data obtained from anexchange, and are classified as Level 2. The interest rates on the Company’s borrowings under the revolving credit facility are adjustedregularly to reflect current market rates and thus carrying value approximates fair value for these borrowings. All other debt and capital leaseobligations approximate their fair value as determined by discounted cash flows and are classified as Level 3.76  TABLE OF CONTENTSThe Company’s carrying and estimated fair value of debt, at December 31, 2012 and 2011 were as follows: December 31, 2012 December 31, 2011 CarryingValue Fair Value CarryingValue Fair Value Level 1 Level 2 Level 3 Level 1 Level 2 Level 3Instrument Convertible senior notes $ 126,918 $ — 165,563 $ — $— $ — $— $ — Term loan credit facility 290,812 — 293,720 — — — — — Revolver — — — — 65,000 — 65,000 — Industrial revenue bond 2,500 — — 2,500 — — — — Capital lease obligations 4,921 — — 4,921 4,821 — — 4,821 $425,151 $— $ 459,283 $ 7,421 $ 69,821 $— $ 65,000 $4,821 8.ISSUANCE OF PREFERRED STOCK AND WARRANTIn July 2009, the Company entered into a Securities Purchase Agreement with Trailer Investments pursuant to which TrailerInvestments purchased 20,000 shares of Series E redeemable preferred stock (“Series E Preferred”), 5,000 shares of Series F redeemablepreferred stock (“Series F Preferred”), and 10,000 shares of Series G redeemable preferred stock (“Series G Preferred”, and together with theSeries E Preferred and the Series F Preferred, the “Series E-G Preferred Stock”) for an aggregate purchase price of $35.0 million. TrailerInvestments also received a warrant that was exercisable at $0.01 per share for 24,762,636 newly issued shares of the Company’s commonstock (the “Warrant”) representing, on August 3, 2009, the date the Warrant was delivered, 44.21% of the Company’s issued andoutstanding common stock after giving effect to the issuance of the shares underlying the Warrant, subject to upward adjustment tomaintain that percentage if currently outstanding options were exercised. The number of shares of common stock subject to the Warrant wasalso subject to upward adjustment to an amount equivalent to 49.99% of the issued and outstanding common stock of the Companyoutstanding immediately after the closing after giving effect to the issuance of the shares underlying the Warrant in specified circumstanceswhere the Company would lose its ability to utilize its net operating loss carryforwards, including as a result of a stockholder of theCompany acquiring greater than 5% of the outstanding common stock of the Company.Trailer Investments’ ownership of the Series E-G Preferred Stock included significant rights pursuant to the applicable certificates ofdesignation for the Series E-G Preferred Stock and pursuant to the Investor Rights Agreement dated August 3, 2009 between the Companyand Trailer Investments (the “Investor Rights Agreement”). As a result of the Redemption (as defined and further described below), except forthe payment in connection with a change of control described below, the principal rights that previously existed but are no longer held byTrailer Investments are (i) the right to receive the preferred dividend, (ii) veto rights over certain significant aspects of the Company’soperations and business, including payments of dividends, issuance of the Company’s securities, incurrence of indebtedness, liquidationand sale of assets, changes in the size of the Company’s board of directors, amendments to the Company’s organizational documents(including those of its subsidiaries), and other material actions by the Company, subject to certain thresholds and limitations, and (iii) aright of first refusal to participate in any future private financings.The Warrant contained several conditions, including, among other things, an upward adjustment of shares upon the occurrence ofcertain contingent events, and the holder had an option pursuant to the terms of the Investor Rights Agreement to settle the Warrant for cashin event of a specific default. These provisions resulted in the classification of the Warrant as a liability that was adjusted to fair value ateach balance sheet date. The warrant liability was recorded initially at fair value with subsequent changes in fair value reflected in earnings.Estimating fair value of the Warrant required the use of assumptions and inputs that were observable, either directly or indirectly, werelikely to change over the duration of the Warrant with related changes in internal and external market factors. In addition, option-basedtechniques are highly volatile and sensitive to changes in the trading market price of the Company’s common stock, which has a highhistorical77  TABLE OF CONTENTSvolatility. Because the Warrant was initially and subsequently carried at fair value, the Company’s Statements of Operations reflected thevolatility in these estimate and assumption changes.In May 2010, in connection with the Initial Offering (as discussed in Note 9), the Company redeemed (the “Redemption”) alloutstanding shares of the Company’s Series E-G Preferred Stock at a liquidation value of $1,000 per share, or $35.0 million, plus accruedand unpaid dividends and a premium adjustment of 20% as required under the Securities Purchase Agreement for any redemption madeprior to August 2014. The Series E Preferred, Series F Preferred and Series G Preferred were paid an annual dividend rate of 15%, 16% and18%, respectively, based on liquidation value. The Company accrued all dividend payments on the Series E-G Preferred Stock totalingapproximately $4.8 million through the Redemption date. The premium adjustment for early redemption of $8.0 million was applied to thesum of the liquidation value and accrued and unpaid dividends. The total redemption price of the Series E-G Preferred Stock, includingaccrued and unpaid dividends, was approximately $47.8 million. Certificates of elimination were filed on September 21, 2010 with theSecretary of State of the State of Delaware to eliminate from the Company’s Certificate of Incorporation all provisions that were set forth inthe certificates of designation for the Series E-G Preferred Stock.If a change of control, meaning more than 50% of the voting power is transferred or acquired by any person other than TrailerInvestments and its affiliates, occurred within 12 months of the date of the Redemption (on or before May 28, 2011), Trailer Investmentswould have been entitled to receive an aggregate payment of $74.6 million representing the difference between what it received in theRedemption and what it would have been entitled to receive on the date of the Redemption if a change of control had occurred on that date.Also in connection with the Initial Offering, the Company amended the Warrant on May 28, 2010 (as amended, the “ReplacementWarrant”). The Warrant was modified so that (i) the Warrant would no longer adjust or increase based upon any limitation on theCompany’s ability to fully utilize its net operating loss (“NOL”) carryforwards and (ii) the Warrant was increased by a fixed number of750,000 warrant shares in lieu of the market price anti-dilution adjustment that would have otherwise applied as a result of the InitialOffering. The Initial Offering included 16,137,500 shares sold by Trailer Investments (the “Warrant Shares”) pursuant to a partial exerciseof the Warrant. The partial net exercise of the Warrant was made by Trailer Investments via the forfeiture of 22,812 shares of commonstock under the Warrant.In anticipation of the Second Offering (as discussed in Note 9), the Replacement Warrant was amended on September 13, 2010 tomodify its cashless exercise provision to facilitate determination of the number of shares required to be withheld to pay the exercise price ofthe Replacement Warrant when exercised in connection with the Second Offering.On September 17, 2010, Trailer Investments sold the Replacement Warrant to the several underwriters, who exercised the ReplacementWarrant in full and sold the 9,349,032 shares of common stock underlying the Replacement Warrant in the Second Offering. The exerciseof the Replacement Warrant was made via the forfeiture of 13,549 shares of common stock. As a result of the Second Offering and relatedcashless exercise, the Replacement Warrant was fully exercised and was no longer outstanding. Pursuant to the terms of the Investor RightsAgreement between the Company and Trailer Investments dated August 3, 2009, Trailer Investments had significant rights that no longerexist as a result of the consummation of the Second Offering. These rights included the ability to designate five persons for election to theCompany’s board of directors for so long as Trailer Investments and its affiliates beneficially owned at least 10% of the Company’soutstanding common stock. As a result, on September 21, 2010, the Company received resignation notices from each of the existing fourTrailer Investments board members, notifying the Company of each member’s intent to resign from the Company’s board of directors withimmediate effect.78  TABLE OF CONTENTS9.STOCKHOLDERS’ EQUITYa. Common StockOn May 13, 2010, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation, as amended, toincrease the number of authorized shares of common stock, par value $0.01 per share, from 75 million shares to 200 million shares andcorrespondingly, to increase the total number of authorized shares of all classes of capital stock from 100 million shares to 225 millionshares, which includes 25 million shares of preferred stock, par value $0.01 per share.On May 28, 2010, the Company closed on a public offering of the Company’s common stock, par value $0.01 per share (the “InitialOffering”), which consisted of 11,750,000 shares of common stock sold by the Company and 16,137,500 shares of common stock soldby Trailer Investments as selling stockholder, each at a purchase price of $6.50 per share. The shares of common stock sold in the InitialOffering by Trailer Investments included 3,637,500 shares sold pursuant to the underwriters’ exercise in full of their option to purchaseadditional shares to cover over-allotments. All shares sold by Trailer Investments were issued upon the partial exercise of the Warrant it heldand the Replacement Warrant was issued to Trailer Investments on May 28, 2010 (as discussed in Note 8). The Company did not receiveany proceeds from the sale of the shares by Trailer Investments. The Company generated proceeds from its sale of 11,750,000 shares ofcommon stock of $76.4 million and used the net proceeds to redeem all of its outstanding preferred stock and to repay a portion of itsoutstanding indebtedness under its revolving credit facility.On September 17, 2010, Trailer Investments sold the Replacement Warrant to the several underwriters, who exercised the ReplacementWarrant in full and sold the 9,349,032 shares of common stock underlying the Replacement Warrant at a price per share of $6.75 (the“Second Offering”). Pursuant to the underwriting agreement between the Company, Trailer Investments and Morgan Stanley & Co.Incorporated, as underwriter (the “Underwriter”), upon the closing of the Second Offering, Trailer Investments transferred the ReplacementWarrant to the Underwriter and the Company issued 9,349,032 shares of the common stock to the Underwriter upon the net exercise of theReplacement Warrant and the Second Offering was consummated. The net exercise of the Replacement Warrant was made by theUnderwriter via the forfeiture of 13,549 shares of common stock issuable under the Replacement Warrant. As a result, the ReplacementWarrant was fully exercised and was no longer outstanding. The Company did not receive any proceeds from the sale of these shares in theSecond Offering by Trailer Investments.b. Preferred StockAs discussed in Note 8, all outstanding shares of the Company’s Series E-G Preferred Stock, which were issued pursuant to theSecurities Purchase Agreement in July 2009, were redeemed in May 2010. Additionally, the Company has a series of 300,000 shares ofpreferred stock designated as Series D Junior Participating Preferred Stock, par value $0.01 per share. As of December 31, 2012 and 2011,the Company had no Series D Junior Participating shares issued or outstanding.The Board of Directors has the authority to issue up to 25 million shares of unclassified preferred stock and to fix dividends, votingand conversion rights, redemption provisions, liquidation preferences and other rights and restrictions.c. Stockholders’ Rights PlanThe Company has a Stockholders’ Rights Plan (the “Rights Plan”) that is designed to deter coercive or unfair takeover tactics in theevent of an unsolicited takeover attempt. It is not intended to prevent a takeover on terms that are favorable and fair to all stockholders andwill not interfere with a merger approved by our board of directors. Each right entitles stockholders to buy one one-thousandth of a share ofSeries D Junior Participating Preferred Stock at an exercise price of $120. The rights will be exercisable only if a person or a group acquiresor announces a tender or exchange offer to acquire 20% or more of our common stock or if we enter into other business combinationtransactions not approved by our board of directors. As part of our79  TABLE OF CONTENTStransaction with Trailer Investments in 2009, Trailer Investments was exempted from the application of the Rights Plan to the acquisition ofour shares by them. In the event the rights become exercisable, the Rights Plan allows for our stockholders to acquire our stock or the stockof the surviving corporation, whether or not we are the surviving corporation, having a value twice that of the exercise price of the rights.These rights pursuant to the Rights Plan will expire December 28, 2015 or are redeemable for $0.01 per right by the Board under certaincircumstances.10.STOCK-BASED COMPENSATIONIn May 2011, the Company adopted and shareholders approved the 2011 Omnibus Incentive Plan (the “Omnibus Plan”). This planprovides for the issuance of stock options, restricted stock, stock appreciation rights and performance units to directors, officers and othereligible employees of the Company. The Omnibus Plan makes available approximately 7.5 million shares for issuance, subject toadjustments for stock dividends, recapitalizations and the like.The Company recognizes all share-based payments to eligible employees based upon their fair value. The Company’s policy is torecognize expense for awards that have service conditions only subject to graded vesting using the straight-line attribution method. Totalstock-based compensation expense was $5.1 million, $3.4 million and $3.5 million in 2012, 2011 and 2010, respectively. The amount ofcompensation costs related to nonvested stock options, restricted stock, stock appreciation rights and performance units not yet recognizedwas $7.2 million at December 31, 2012, for which the weighted average remaining life was 1.7 years.Stock OptionsStock options are awarded with an exercise price equal to the market price on the date of grant, become fully exercisable three years afterthe date of grant and expire ten years after the date of grant. The fair value of stock option awards is estimated on the date of grant using abinomial option-pricing model that uses the assumptions noted in the following table: Valuation Assumptions 2012 2011 2010Risk-free interest rate 1.99% 3.49% 3.77% Expected volatility 78.8% 78.8% 70.1% Expected dividend yield 0.00% 0.00% 0.00% Expected term 5 yrs. 5 yrs. 6 yrs. The expected volatility is based upon the Company’s historical experience. The expected term represents the period of time that optionsgranted are expected to be outstanding. The risk-free interest rate utilized for periods throughout the contractual life of the options are basedon U.S. Treasury security yields at the time of grant.A summary of all stock option activity during 2012 is as follows: Number ofOptions WeightedAverageExercisePrice WeightedAverageRemainingContractualLife AggregateIntrinsicValue ($ inmillions)Options Outstanding at December 31, 2011 1,924,825 $ 12.02 5.1 $ 0.8 Granted 487,950 $10.55 Exercised (81,482) $4.33 $0.3 Forfeited (4,626) $14.85 Expired (444,113) $12.20 Options Outstanding at December 31, 2012 1,882,554 $11.92 6.2 $0.8 Options Exercisable at December 31, 2012 1,122,138 $12.95 4.4 $0.7 80  TABLE OF CONTENTSDuring 2012, 2011 and 2010, the Company granted 487,950, 410,531, and 10,000 stock options with aggregate fair values on the dateof grant of $3.4 million, $2.7 million and less than $0.1 million, respectively. The weighted average estimated fair value of the stockoptions granted in 2012, 2011 and 2010 were $6.94, $6.70 and $1.35 per stock option, respectively. The total intrinsic value of stockoptions exercised during 2012, 2011 and 2010 was $0.3 million, $0.4 million and $0.4 million, respectively.Restricted StockRestricted stock awards vest over a period of one to three years and may be based on the achievement of specific financial performancemetrics. These shares are valued at the market price on the date of grant, are forfeitable in the event of terminated employment prior tovesting and could include the right to vote and receive dividends.A summary of all restricted stock activity during 2012 is as follows: Number ofShares WeightedAverageGrant DateFair ValueRestricted Stock Outstanding at December 31, 2011 558,618 $ 7.98 Granted 404,250 $9.83 Vested (186,368) $4.01 Forfeited (2,550) $10.41 Restricted Stock Outstanding at December 31, 2012 773,950 $9.89 During 2012, 2011 and 2010, the Company granted 404,250, 377,869 and 10,000 shares of restricted stock, respectively, withaggregate fair values on the date of grant of $4.0 million, $3.7 million and less than $0.1 million, respectively. The total fair value ofrestricted stock that vested during 2012, 2011 and 2010 was $1.9 million, $1.9 million and $2.2 million, respectively.Cash-Settled Performance Units and Stock Appreciation RightsIn March 2010, the Company awarded eligible employees 326,250 cash-settled stock appreciation rights and 434,661 performanceunits. The stock appreciation rights vest at the end of a three year period and provide each participant with the right to receive payment incash representing the appreciation in the market value of the Company’s common stock from the grant date to the award’s vesting date. Theper share exercise price of a stock appreciation right is equal to the closing market price of the Company’s stock on the date of grant. As ofDecember 31, 2012 and 2011, the weighted average fair market value of each remaining stock appreciation right was $1.52, $2.68 and$8.70, respectively, and will be remeasured at each reporting period using a binomial option-pricing model. The performance units vest atthe end of a three year period and provide each participant with the right to receive payments in cash, upon vesting, for the lesser of themarket value of the Company’s stock on the date of grant or the vesting date. As of December 31, 2012, 2011 and 2010, the weightedaverage fair market value of each performance unit was $7.45 and will be remeasured at each reporting period using a binomial option-pricing model. The number of performance units actually awarded to eligible employees was based on the achievement of specific financialperformance metrics.11.EMPLOYEE SAVINGS PLANSSubstantially all of the Company’s employees are eligible to participate in a defined contribution plan under Section 401(k) of theInternal Revenue Code. The Company also provides a non-qualified defined contribution plan for senior management and certain keyemployees. Both plans provide for the Company to match, in cash, a percentage of each employee’s contributions up to certain limits. As ofSeptember 1, 2008, the Company reduced the matching contribution for its 401(k) plan and suspended all matching contributions to thenon-qualified plan. As of April 1, 2009, the Company temporarily suspended all matching contributions for its 401(k) plan. The temporarysuspension of all matching contributions was effective throughout 2011 and, therefore, no matching expenses were incurred for 2011 and2010. Subsequently, as of January 1, 2012,81  TABLE OF CONTENTSthe Company reinstated the temporary suspension of all matching contributions and the related expense for these plans for 2012 totaledapproximately $3.1 million.12.INCOME TAXESa. Income (Loss) Before Income TaxesThe consolidated income (loss) before income taxes for 2012, 2011 and 2010 consists of the following (in thousands): 2012 2011 2010Domestic $ 48,533 $ 15,213 $ (141,867) Foreign 130 — 56 Total income (loss) before income taxes $48,663 $15,213 $(141,811) b. Income Tax Expense (Benefit)The consolidated income tax expense (benefit) for 2012, 2011 and 2010 consists of the following components (in thousands): 2012 2011 2010Current Federal $ — $ 14 $ (163) State 174 157 112 Foreign 141 — — Deferred Federal (46,378) — — State (10,871) — — Foreign (34) — — Total consolidated (benefit) expense $(56,968) $171 $(51) The Company’s following table provides a reconciliation of differences from the U.S. Federal statutory rate of 35% as follows (inthousands): 2012 2011 2010Pretax book income (loss) $ 48,663 $ 15,213 $ (141,811) Federal tax expense (benefit) at 35% statutory rate 17,032 5,325 (49,634) State and local income taxes 2,619 917 (6,981) Foreign tax rate differential (14) — — Reversal of income tax valuation allowance against net deferred taxassets (59,887) — — (Utilization of) Provisions for valuation allowance for net operatinglosses and credit carrryforwards – U.S.and states (19,528) (6,060) 7,604 Effect of non-deductible adjustment to fair market value of warrants — — 48,635 Effect of non-deductible stock-based compensation — — 395 Other 2,810 (11) (70) Total income tax expense (benefit) $(56,968) $171 $(51) 82  TABLE OF CONTENTSc. Deferred TaxesThe Company’s deferred income taxes are primarily due to temporary differences between financial and income tax reporting for thedepreciation of property, plant and equipment, amortization of intangibles, compensation adjustments, inventory adjustments, otheraccrued liabilities and tax credits and losses carried forward.Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that someportion or all of the deferred tax assets will not be realized. During 2012 and 2011, the Company utilized $19.5 and $6.1 million,respectively, of previously recognized net valuation allowances primarily due to accumulation of pretax income. Companies are required toassess whether valuation allowances should be established against their deferred tax assets based on the consideration of all availableevidence, both positive and negative, using a “more likely than not” standard. In making such judgments, significant weight is given toevidence that can be objectively verified.The Company assesses, on a quarterly basis, the realizability of its deferred tax assets by evaluating all available evidence, bothpositive and negative, including: (1) the cumulative results of operations in recent years, (2) the nature of recent losses, (3) estimates offuture taxable income, (4) the length of operating loss carryforward periods and (5) the uncertainty associated with a possible change inownership, which imposes an annual limitation on the use of these carryforwards.As of December 31, 2011, the Company had been in a cumulative three-year pre-tax loss position since the quarter ended December 31,2009. The cumulative three-year loss is considered significant negative evidence which is objective and verifiable. Positive evidenceconsidered by the Company in its assessment included lengthy operating loss carryforward periods, a lack of unused expired operating losscarryforwards in the Company’s history and estimates of future taxable income. However, there was uncertainty as to the Company’sability to meet its estimates of future taxable income in order to recover its deferred tax assets in the United States.After considering both the positive and negative evidence management determined that it was not more-likely-than-not that it wouldrealize the value of its deferred tax assets. As a result, the Company continued to record a full valuation allowance against its net deferred taxassets as of December 31, 2011.By the end of 2012, management concluded that profitability in recent years and a business outlook showing continued profitabilitycombined with a lengthy operating loss carryforward period, provided assurance that the future tax benefits more likely than not will berealized. Accordingly, during the fourth quarter of 2012, the Company released $59.9 million of valuation allowance against its net deferredtax assets, resulting in a benefit in the provision for income taxes. Furthermore, the Company has retained a valuation allowance against$1.9 million of deferred tax assets related to various state and local operating loss carryforwards that are subject to restrictive rules forfuture utilization.As of December 31, 2012, the Company has U.S. federal tax net operating loss carryforwards (“NOLs”) of approximately $111million, which will expire beginning in 2028, if unused, and which may be subject to other limitations under Internal Revenue Service (the“IRS”) rules. The Company has various, multistate income tax net operating loss carryforwards, which have been recorded as a deferredincome tax asset, of approximately $12 million, before valuation allowances. The Company also has various U.S. federal income tax creditcarryforwards, which will expire beginning in 2023, if unused.The Company’s NOLs, including any future NOLs that may arise, are subject to limitations on use under the IRS rules, includingSection 382 of the Internal Revenue Code of 1986 (“Section 382”), as revised. Section 382 limits the ability of a company to utilize NOLsin the event of an ownership change. The Company would undergo an ownership change if, among other things, the stockholders, or groupof stockholders, who own or have owned, directly or indirectly, 5% or more of the value of the Company’s stock or are otherwise treated as5% stockholders under Section 382 and the regulations promulgated thereunder83  TABLE OF CONTENTSincrease their aggregate percentage ownership of the Company’s stock by more than 50 percentage points over the lowest percentage of itsstock owned by these stockholders at any time during the testing period, which is generally the three-year period preceding the potentialownership change.In the event of an ownership change, Section 382 imposes an annual limitation on the amount of post-ownership change taxable incomea corporation may offset with pre-ownership change NOLs and certain recognized built-in losses. The limitation imposed by Section 382 forany post-change year would be determined by multiplying the value of our stock immediately before the ownership change (subject to certainadjustments) by the applicable long-term tax-exempt rate in effect at the time of the ownership change. Any unused annual limitation may becarried over to later years, and the limitation may under certain circumstances be increased by built-in gains that may be present in assetsheld by us at the time of the ownership change that are recognized in the five-year period after the ownership change. It is expected that anyloss of the Company’s NOLs would cause its effective tax rate to go up significantly if the Company sustains its profitability, excludingimpacts of valuation allowance.On May 28, 2010 a change of ownership did occur resulting from the issuance of 11,750,000 shares of common stock, which invokeda limitation on the utilization of pre-ownership change U.S. Federal NOLs under Section 382. Pre-ownership change U.S. Federal NOLs atDecember 31, 2012 are $99 million. Management has estimated the annual U.S. Federal NOL limitations under IRC Section 382 through2014 are $80 million for 2013 and $19 million for 2014. To the extent the limitation in any year is not reached, any remaining limitation canbe carried forward indefinitely to future years. Post-ownership change U.S. Federal NOLs at December 31, 2012 are $12 million, which iscurrently not subject to utilization limits.The components of deferred tax assets and deferred tax liabilities as of December 31, 2012 and 2011 were as follows (in thousands): 2012 2011Deferred tax assets Tax credits and loss carryforwards $ 51,811 $ 75,836 Accrued liabilities 6,816 4,952 Incentive compensation 12,913 8,988 Other 6,897 5,800 $78,437 $95,576 Deferred tax liabilities Property, plant and equipment (163) (828) Intangibles (4,026) (3,421) Prepaid assets (1,160) (413) Convertible note equity component (7,846) — Other (231) (242) $(13,426) $(4,904) Net deferred tax asset before valuation allowances and reserves $65,011 $90,672 Valuation allowances (1,852) (81,267) Uncertain tax positions — (9,405) Net deferred tax asset $63,159 $— d. Tax ReservesThe Company’s policy with respect to interest and penalties associated with reserves or allowances for uncertain tax positions is toclassify such interest and penalties in income tax expense in the Statements of Operations. As of December 31, 2012 and 2011, the totalamount of unrecognized income tax benefits was approximately $11.0 and $10.1 million, respectively, all of which, if recognized, wouldimpact the effective income tax rate of the Company. As of December 31, 2012 and 2011, the Company had recorded a total of $0.4 millionand $0.6 million, respectively, of accrued interest and penalties related to uncertain tax positions.84  TABLE OF CONTENTSThe Company foresees no significant changes to the facts and circumstances underlying its reserves and allowances for uncertain incometax positions as reasonably possible during the next 12 months. As of December 31, 2012, the Company is subject to unexpired statutes oflimitation for U.S. federal income taxes for the years 2002 through 2012. The Company is also subject to unexpired statutes of limitation forIndiana state income taxes for the years 2002 through 2012.A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands) and all balances as ofDecember 31, 2012 are included in Other Noncurrent Liabilities in the Company’s consolidated Balance Sheet: Balance at January 1, 2011 $ 10,095 Increase in prior year tax positions — Balance at December 31, 2011 $10,095 Increase in prior year tax positions 885 Balance at December 31, 2012 $10,980 13.COMMITMENTS AND CONTINGENCIESa. LitigationThe Company is involved in a number of legal proceedings concerning matters arising in connection with the conduct of its businessactivities, and is periodically subject to governmental examinations (including by regulatory and tax authorities), and information gatheringrequests (collectively, “governmental examinations”). As of December 31, 2012, the Company was named as a defendant or was otherwiseinvolved in numerous legal proceedings and governmental examinations in various jurisdictions, both in the United States andinternationally.The Company has recorded liabilities for certain of its outstanding legal proceedings and governmental examinations. A liability isaccrued when it is both (a) probable that a loss with respect to the legal proceeding has occurred and (b) the amount of loss can bereasonably estimated. The Company evaluates, on a quarterly basis, developments in legal proceedings and governmental examinations thatcould cause an increase or decrease in the amount of the liability that has been previously accrued. These legal proceedings, as well asgovernmental examinations, involve various lines of business of the Company and a variety of claims (including, but not limited to,common law tort, contract, antitrust and consumer protection claims), some of which present novel factual allegations and/or unique legaltheories. While some matters pending against the Company specify the damages claimed by the plaintiff, many seek a not-yet-quantifiedamount of damages or are at very early stages of the legal process. Even when the amount of damages claimed against the Company arestated, the claimed amount may be exaggerated and/or unsupported. As a result, it is not currently possible to estimate a range of possibleloss beyond previously accrued liabilities relating to some matters including those described below. Such previously accrued liabilities maynot represent the Company's maximum loss exposure. The legal proceedings and governmental examinations underlying the estimated rangewill change from time to time and actual results may vary significantly from the currently accrued liabilities.Based on its current knowledge, and taking into consideration its litigation-related liabilities, the Company believes it is not a party to,nor is any of its properties the subject of, any pending legal proceeding or governmental examination other than the matters below, which areaddressed individually, that would have a material adverse effect on the Company's consolidated financial condition or liquidity. However,in light of the uncertainties involved in such matters, the ultimate outcome of a particular matter could be material to the Company'soperating results for a particular period depending on, among other factors, the size of the loss or liability imposed and the level of theCompany's income for that period. Costs associated with the litigation and settlements of legal matters are reported within General andAdministrative Expenses in the Consolidated Statements of Operations.85  TABLE OF CONTENTSBrazil Joint VentureIn March 2001, Bernard Krone Indústria e Comércio de Máquinas Agrícolas Ltda. (“BK”) filed suit against the Company in the FourthCivil Court of Curitiba in the State of Paraná, Brazil. Because of the bankruptcy of BK, this proceeding is now pending before the SecondCivil Court of Bankruptcies and Creditors Reorganization of Curitiba, State of Paraná (No. 232/99).The case grows out of a joint venture agreement between BK and the Company related to marketing of RoadRailer trailers in Brazil andother areas of South America. When BK was placed into the Brazilian equivalent of bankruptcy late in 2000, the joint venture wasdissolved. BK subsequently filed its lawsuit against the Company alleging that it was forced to terminate business with other companiesbecause of the exclusivity and non-compete clauses purportedly found in the joint venture agreement. BK asserted damages, exclusive of anypotentially court-imposed interest or inflation adjustments, of approximately R$20.8 million (Brazilian Reais). BK did not change theamount of damages it asserted following its filing of the case in 2001.A bench (non-jury) trial was held on March 30, 2010 in Curitiba, Paraná Brazil. On November 22, 2011, the Fourth Civil Court ofCuritiba partially granted BK’s claims, and ordered Wabash to pay BK lost profits, compensatory, economic and moral damages in excessof the amount of compensatory damages asserted by BK. The total ordered damages amount is approximately R$26.7 million (BrazilianReais), which is approximately $13.1 million U.S. dollars using current exchange rates and exclusive of any potentially court-imposedinterest, fees or inflation adjustments (which are currently estimated at a maximum of approximately $54 million, at current exchange rates,but may change with the passage of time and/or the discretion of the court at the time of final judgment in this matter). Due, in part, to theamount and type of damages awarded by the Fourth Civil Court of Curitiba, Wabash immediately filed for clarification of the judgment,which renders the judgment unenforceable at this time. Upon receipt of a clarified judgment from the Fourth Civil Court of Curitiba,Wabash also plans to appeal the judgment to the State of Paraná Court of Appeals. The Court of Appeals has the authority to re-hear all factspresented to the lower court, as well as to reconsider the legal questions presented in the case, and to render a new judgment in the casewithout regard to the lower court’s findings. Pending outcome of this appeal process, the judgment is not enforceable by the plaintiff. Anyruling from the Court of Appeals is not expected prior to the second quarter of 2013, and, accordingly, the judgment rendered by the lowercourt cannot be enforced prior to that time, and may be overturned or reduced as a result of this process. The Company believes that theclaims asserted by BK are without merit and it intends to continue to vigorously defend its position. The Company has not recorded acharge with respect to this loss contingency as of December 31, 2012. Furthermore, at this time, the Company does not have sufficientinformation to predict the ultimate outcome of the case and are unable to estimate the amount of any reasonable possible loss or range of lossthat it may be required to pay at the conclusion of the case. The Company will reassess the need for the recognition of a loss contingencyupon the receipt of a clarified judgment and assignment of the case in the Court of Appeals, upon a decision to settle this case with theplaintiffs or an internal decision as to an amount that the Company would be willing to settle or upon the outcome of the appeals process.Intellectual PropertyIn October 2006, the Company filed a patent infringement suit against Vanguard National Corporation (“Vanguard”) regarding theCompany’s U.S. Patent Nos. 6,986,546 and 6,220,651 in the U.S. District Court for the Northern District of Indiana (Civil Action No.4:06-cv-135). The Company amended the Complaint in April 2007. In May 2007, Vanguard filed its Answer to the Amended Complaint,along with Counterclaims seeking findings of non-infringement, invalidity, and unenforceability of the subject patents. The Company fileda reply to Vanguard’s counterclaims in May 2007, denying any wrongdoing or merit to the allegations as set forth in the counterclaims. Thecase has currently been stayed by agreement of the parties while the U.S. Patent and Trademark Office (“Patent Office”) undertakes areexamination of U.S. Patent Nos. 6,986,546. In June 2010, the Patent Office notified the Company that the reexamination is complete andthe Patent Office86  TABLE OF CONTENTShas reissued U.S. Patent No. 6,986,546 without cancelling any claims of the patent. The parties have not yet petitioned the Court to lift thestay, and it is unknown at this time when the parties’ petition to lift the stay may be filed or granted.The Company believes that its claims against Vanguard have merit and that the claims asserted by Vanguard are without merit. TheCompany intends to vigorously defend its position and intellectual property. The Company believes that the resolution of this lawsuit willnot have a material adverse effect on its financial position, liquidity or future results of operations. However, at this stage of the proceeding,no assurance can be given as to the ultimate outcome of the case.Walker AcquisitionAs indicated in Note 3, on May 8, 2012, the Company completed the Walker Acquisition pursuant to the Purchase and Sale Agreementfor $375.0 million in cash, subject to post-closing purchase price adjustments related to the acquired working capital. The amount ofworking capital acquired at the date of acquisition is currently in dispute between the Company and the Seller, which includes a claim forunpaid benefits owed by the seller as a result of the Company’s acquisition of Walker, and is expected to be resolved prior to the firstanniversary date of the purchase. The Company does not expect that this matter will have a material adverse effect on its financial conditionor results of operations.Environmental DisputesBulk Tank International, S. de R.L. de C.V. (“Bulk”), one of the Walker companies acquired by the Company on May 8, 2012,entered into agreements in 2011 with the Mexican federal environmental agency, PROFEPA, and the applicable state environmental agency,PROPAEG, pursuant to PROFEPA’s and PROPAEG’s respective environmental audit programs to resolve noncompliance with federal andstate environmental laws at Bulk’s Guanajuato facility (“Compliance Agreements”). The Compliance Agreements require Bulk to undertakecertain corrective action to come into compliance with environmental requirements. The Company does not expect that this matter will have amaterial adverse effect on its financial condition or results of operations.In January 2012, the Company was noticed as a potentially responsible party (“PRP”) by the U.S. Environmental Protection Agency(“EPA”) and the Louisiana Department of Environmental Quality (“LDEQ”) pertaining to the Marine Shale Processors Site located inAmelia, Louisiana (“MSP Site”) pursuant to the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”)and corresponding Louisiana statutes. The EPA’s allegation that the Company is a PRP arises out of one alleged shipment of waste to theMSP Site in 1992 from the Company’s branch facility in Dallas, Texas. As such, the MSP Site PRP Group notified the Company inJanuary 2012 that, as a result of a March 18, 2009 Cooperative Agreement for Site Investigation and Remediation entered into between theMSP Site PRP Group and the LDEQ, the Company was being offered a “De Minimis Cash-Out Settlement” to contribute to the remediationcosts, which would remain open until February 29, 2012. The Company chose not to enter into the settlement and has denied any liability.In addition, the Company has requested that the MSP Site PRP Group remove the Company from the list of PRPs for the MSP Site, basedupon the following facts. The Company acquired this branch facility in 1997 — five years after the alleged shipment — as part of theassets the Company acquired out of the Fruehauf Trailer Corporation (“Fruehauf”) bankruptcy (Case No. 96-1563, United StatesBankruptcy Court, District of Delaware (“Bankruptcy Court”)). As part of the Asset Purchase Agreement regarding the Company’spurchase of assets from Fruehauf, Wabash did not assume liability for “Off-Site Environmental Liabilities,” which are defined to includeany environmental claims arising out of the treatment, storage, disposal or other disposition of any Hazardous Substance at any locationother than any of the acquired locations/assets. The Bankruptcy Court, in an Order dated May 26, 1999, also provided that, except forthose certain specified liabilities assumed by the Company under the terms of the Asset Purchase Agreement, the Company and itssubsidiaries shall not be subject to claims asserting successor liability. The “no successor liability” language of the Asset PurchaseAgreement and the Bankruptcy Court Order form the basis for the Company’s request that it be removed from the list of PRPs for the MSPSite. The MSP Site PRP Group is currently considering the Company’s request, but has provided no timeline to the Company for aresponse. However, the MSP Site PSP Group has agreed to indefinitely extend the time period by which the87  TABLE OF CONTENTSCompany must respond to the De Minimis Cash-Out Settlement offer. The Company does not expect that this proceeding will have amaterial adverse effect on its financial condition or results of operations.In September 2003, the Company was noticed as a potentially responsible party (PRP) by the U.S. Environmental Protection Agency(“EPA”) pertaining to the Motorola 52nd Street, Phoenix, Arizona Superfund Site (the “Superfund Site”) pursuant to the ComprehensiveEnvironmental Response, Compensation and Liability Act (“CERCLA”). PRPs include current and former owners and operators offacilities at which hazardous substances were allegedly disposed. The EPA’s allegation that the Company was a PRP arises out of theCompany’s acquisition of a former branch facility located approximately five miles from the original Superfund Site. The Companyacquired this facility in 1997, operated the facility until 2000, and sold the facility to a third party in 2002. In June 2010, the Companywas contacted by the Roosevelt Irrigation District (“RID”) informing it that the Arizona Department of Environmental Quality (“ADEQ”)had approved a remediation plan in excess of $100 million for the RID portion of the Superfund Site, and demanded that the Companycontribute to the cost of the plan or be named as a defendant in a CERCLA action to be filed in July 2010. The Company initiated settlementdiscussions with the RID and the ADEQ in July 2010 to provide a full release from the RID, and a covenant not-to-sue and contributionprotection regarding the former branch property from the ADEQ, in exchange for payment from the Company. If the settlement is approvedby all parties, it will prevent any third party from successfully bringing claims against the Company for environmental contaminationrelating to this former branch property. The Company has been awaiting approval from the ADEQ since the settlement was first proposed inJuly 2010. Based on communications with the RID and ADEQ in October 2012, the Company does not expect to receive a responseregarding the approval of the settlement from the ADEQ for, at least, several additional months. Based upon the Company’s limited periodof ownership of the former branch property, and the fact that it no longer owns the former branch property, it does not anticipate that theADEQ will reject the proposed settlement, but no assurance can be given at this time as to the ADEQ’s response to the settlement proposal.The proposed settlement terms have been accrued and did not have a material adverse effect on the Company’s financial condition or resultsof operations, and it believes that any ongoing proceedings will not have a material adverse effect on the Company’s financial condition orresults of operations.In January 2006, the Company received a letter from the North Carolina Department of Environment and Natural Resources indicatingthat a site that the Company formerly owned near Charlotte, North Carolina has been included on the state's October 2005 InactiveHazardous Waste Sites Priority List. The letter states that the Company was being notified in fulfillment of the state's “statutory duty” tonotify those who own and those who at present are known to be responsible for each Site on the Priority List. No action is being requestedfrom the Company at this time, and the Company has received no further notices or communications regarding this matter from the state ofNorth Carolina. The Company does not expect that this designation will have a material adverse effect on its financial condition or results ofoperations.b. Environmental Litigation Commitments and ContingenciesThe Company generates and handles certain material, wastes and emissions in the normal course of operations that are subject tovarious and evolving federal, state and local environmental laws and regulations.The Company assesses its environmental liabilities on an on-going basis by evaluating currently available facts, existing technology,presently enacted laws and regulations as well as experience in past treatment and remediation efforts. Based on these evaluations, theCompany estimates a lower and upper range for treatment and remediation efforts and recognizes a liability for such probable costs based onthe information available at the time. As of December 31, 2012, in addition to a reserve of $0.2 million relating to the ADEQ proposedsettlement discussed above, the Company had reserved estimated remediation costs of $1.0 million for activities at existing and formerproperties which are recorded within Other Accrued Liabilities in the Consolidated Balance Sheet.88  TABLE OF CONTENTSc. Letters of CreditAs of December 31, 2012, the Company had standby letters of credit totaling $7.2 million issued in connection with workerscompensation claims and surety bonds.d. Purchase CommitmentsThe Company has $18.6 million in purchase commitments through December 2013 for various raw material commodities, includingaluminum, steel, nickel and copper as well as other raw material components which are within normal production requirements.14.SEGMENTS AND RELATED INFORMATIONa. Segment ReportingThe Company manages its business in three segments: Commercial Trailer Products, Diversified Products and Retail. The CommercialTrailer Products segment produces and sells new trailers to the Retail segment or to customers who purchase trailers directly from theCompany or through independent dealers. The Diversified Products segment focuses on the Company’s commitment to expand its customerbase, diversify its product offerings and revenues and extend its market leadership by leveraging its proprietary DuraPlate® paneltechnology, drawing on its core manufacturing expertise and making available products that are complementary to truck and tank trailersand transportation equipment. The results of Walker from the date of the Walker Acquisition, May 8, 2012, are included in both theDiversified Products and Retail segments. The Retail segment includes the sale of new and used trailers, as well as the sale of after-marketparts and service, through its retail branch network.The accounting policies of the segments are the same as those described in the summary of significant accounting policies except that theCompany evaluates segment performance based on income from operations. The Company has not allocated certain corporate relatedadministrative costs, interest and income taxes included in the corporate and eliminations segment to the Company’s other reportablesegment. The Company accounts for intersegment sales and transfers at cost plus a specified mark-up. Reportable segment information isas follows (in thousands):89  TABLE OF CONTENTS CommercialTrailer Products DiversifiedProducts Retail Corporate andEliminations Consolidated2012 Net sales External customers $ 993,862 $ 310,982 $ 157,010 $ — $ 1,461,854 Intersegment sales 69,427 45,011 635 (115,073) $— Total net sales $1,063,289 $355,993 $157,645 $(115,073) $1,461,854 Depreciation and amortization 11,014 11,029 710 2,812 25,565 Income (Loss) from operations 47,314 49,824 2,922 (29,576) 70,484 Reconciling items to net income Interest expense 21,724 Other, net 97 Income tax expense (56,968) Net income $105,631 Capital expenditures $8,794 $5,163 $688 $271 $14,916 Assets $209,149 $484,785 $72,043 $136,649 $902,626 2011 Net sales External customers $1,010,131 $52,048 $125,065 $— $1,187,244 Intersegment sales 61,163 54,432 — (115,595) $— Total net sales $1,071,294 $106,480 $125,065 $(115,595) $1,187,244 Depreciation and amortization 10,273 1,866 631 2,821 15,591 Income (Loss) from operations 18,536 14,630 (275) (13,101) 19,790 Reconciling items to net income Interest expense 4,136 Other, net 441 Income tax expense 171 Net income $15,042 Capital expenditures $4,144 $2,724 $370 $26 $7,264 Assets $261,101 $52,733 $45,985 $28,231 $388,050 2010 Net sales External customers $529,173 $22,053 $89,146 $— $640,372 Intersegment sales 32,110 20,940 — (53,050) $— Total net sales $561,283 $42,993 $89,146 $(53,050) $640,372 Depreciation and amortization 11,295 1,910 675 2,975 16,855 (Loss) Income from operations (2,591) 2,440 (1,002) (14,264) (15,417) Reconciling items to net loss Increase in fair value of warrant 121,587 Interest expense 4,140 Other, net 667 Income tax benefit (51) Net loss $(141,760) Capital expenditures $1,107 $161 $368 $146 $1,782 Assets $198,145 $36,589 $36,290 $31,810 $302,834 90  TABLE OF CONTENTSb. Customer ConcentrationThe Company is subject to a concentration of risk as the five largest customers together accounted for approximately 23%, 32% and32% of the Company’s aggregate net sales in 2012, 2011 and 2010, respectively, with a different customer representing approximately 13%and 10% of net sales in each of 2011 and 2010, respectively. International sales, primarily to Canadian customers, accounted for less than10% in each of the last three years.c. Product InformationThe Company offers products primarily in four general categories: (1) new trailers, (2) used trailers, (3) components, parts and serviceand (4) equipment and other. The following table sets forth the major product categories and their percentage of consolidated net sales (dollarsin thousands): Year ended December 31, CommercialTrailer Products DiversifiedProducts Retail Consolidated2012 $ $ $ $ %New trailers 959,094 131,236 73,524 1,163,854 79.6 Used trailers 23,534 1,887 14,762 40,183 2.7 Components, parts and service 2,323 64,145 65,279 131,747 9.0 Equipment and other 8,911 113,714 3,445 126,070 8.7 Total net external sales 993,862 310,982 157,010 1,461,854 100.0 CommercialTrailer Products DiversifiedProducts Retail Consolidated2011 $ $ $ $ %New trailers 983,896 — 66,578 1,050,474 88.5 Used trailers 13,386 — 13,103 26,489 2.2 Components, parts and service 2,847 44,114 45,289 92,250 7.8 Equipment and other 10,002 7,934 95 18,031 1.5 Total net external sales 1,010,131 52,048 125,065 1,187,244 100.0 CommercialTrailer Products DiversifiedProducts Retail Consolidated2010 $ $ $ $ %New trailers 511,973 — 38,497 550,470 86.0 Used trailers 9,215 — 13,404 22,619 3.5 Components, parts and service 3,583 20,923 37,150 61,656 9.6 Equipment and other 4,402 1,130 95 5,627 0.9 Total net external sales 529,173 22,053 89,146 640,372 100.0 91  TABLE OF CONTENTS15.CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED)The following is a summary of the unaudited quarterly results of operations for fiscal years 2012, 2011 and 2010 (dollars inthousands, except per share amounts): FirstQuarter SecondQuarter ThirdQuarter FourthQuarter2012 Net sales $ 277,682 $ 362,408 $ 405,917 $ 415,847 Gross profit 19,729 39,681 50,074 54,339 Net income(1)(2) 5,064 1,942 18,441 80,184 Basic and diluted net income per share(4) 0.07 0.03 0.27 1.16 2011 Net sales $221,984 $287,095 $336,433 $341,732 Gross profit 16,501 16,240 13,320 20,659 Net income 3,197 3,302 1,092 7,451 Basic and diluted net income per share(4) 0.05 0.05 0.02 0.11 2010 Net sales $78,274 $149,699 $170,848 $241,551 Gross profit (976) 5,301 6,467 17,291 Net (loss) income(3) (139,079) (5,602) (1,938) 4,859 Basic and diluted net (loss) income per share(4)(5) (4.64) (0.72) (0.03) 0.07 (1)Net income includes pre-tax 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 ofBeall.(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 itsdeferred tax assets.(3)Net (loss) income includes a non-cash (charge) benefit of ($126.8) million, $1.9 million and $3.3 million related to the change in the fair value of the Company’swarrant for the first, second and third quarters of 2010, respectively.(4)Basic and diluted net income (loss) per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly net income(loss) per share may differ from annual net income (loss) per share due to rounding.(5)Basic and diluted net (loss) income per share includes $2.0 million and $1.3 million of preferred stock dividends for the first and second quarters of 2010,respectively. The second quarter of 2010 also includes a $22.1 million loss on early extinguishment of preferred stock.16.SUBSEQUENT EVENTOn February 4, 2013, the Company acquired certain assets of the tank and trailer business of Beall Corporation, a Portland, Oregon-based manufacturer of aluminum tank trailers and related equipment, for approximately $15 million in cash, subject to post-closingpurchase price adjustments related to the acquired working capital. Beall Corporation began Chapter 11 reorganization proceedings inSeptember of 2012, followed by a bankruptcy-court approved auction of its assets in December 2012. The Company was the winningbidder for certain assets of Beall’s tank and trailer business, including its Portland, Oregon manufacturing facility, as well as equipment,inventory, certain product designs, intellectual property and other related assets. The closing of the transaction is subject to customaryclosing conditions for a sale of this type, including the Bankruptcy Court for the District of Oregon entering a final order approving theacquisition by the Company pursuant to and in accordance with the definitive agreement.92  TABLE OF CONTENTSITEM9 — CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURENoneITEM 9A — CONTROLS AND PROCEDURESDisclosure Controls and ProceduresWe maintain disclosure controls and procedures that are designed to provide reasonable assurance to our management and board ofdirectors that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended, isrecorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules andforms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and ChiefFinancial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on an evaluation conducted under thesupervision and with the participation of the Company’s management, including our Chief Executive Officer and our Chief FinancialOfficer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2012, including thoseprocedures described below, we, including our Chief Executive Officer and our Chief Financial Officer, determined that those controls andprocedures were effective.Changes in Internal ControlsThere were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the ExchangeAct, during the fourth quarter of fiscal 2012 that have materially affected or are reasonably likely to materially affect our internal controlover financial reporting.Report of Management on Internal Control over Financial ReportingThe management of Wabash National Corporation (the Company), is responsible for establishing and maintaining adequate internalcontrol over financial reporting. The Company’s internal control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance withU.S. generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (1) pertainto the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of theCompany; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements inaccordance with U.S. generally accepted accounting principles; (3) provide reasonable assurance that receipts and expenditures of theCompany are being made only in accordance with authorizations of management and directors of the Company; and (4) provide reasonableassurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have amaterial effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections ofany evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes inconditions, or that the degree of compliance with the policies and procedures may deteriorate.Management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internalcontrols of Walker Group Holdings, which is included in the Company’s 2012 consolidated financial statements and constituted $482.6million of the Company’s total assets as of December 31, 2012 and $270.1 million of the Company’s sales for the year then ended.Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2012, based oncriteria for effective internal control over financial reporting described in Internal Control — Integrated Framework issued by the Committeeof Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, we have concluded that internal controlover financial reporting is effective as of December 31, 2012.93  TABLE OF CONTENTSErnst & Young LLP, an Independent Registered Public Accounting Firm, has audited the Company’s consolidated financial statementsas of and for the year ended December 31, 2012, and its report on internal controls over financial reporting as of December 31, 2012appears on the following page. Richard J. GirominiMark J. Weber President and Chief Executive OfficerSenior Vice President and Chief Financial OfficerFebruary 28, 201394  TABLE OF CONTENTSReport of Independent Registered Public Accounting FirmThe Board of Directors and Shareholders of Wabash National Corporation:We have audited Wabash National Corporation’s internal control over financial reporting as of December 31, 2012, based on criteriaestablished in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the TreadwayCommission (the COSO criteria). Wabash National Corporation’s management is responsible for maintaining effective internal control overfinancial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanyingReport of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internalcontrol over financial reporting based on our audit.We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Thosestandards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financialreporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting,assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based onthe assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our auditprovides a reasonable basis for our opinion.A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accountingprinciples. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections ofany evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes inconditions, or that the degree of compliance with the policies or procedures may deteriorate.As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of andconclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Walker Group Holdings,which is included in the 2012 consolidated financial statements of Wabash National Corporation and constituted $482.6 million of totalassets as of December 31, 2012 and $270.1 million of sales for the year then ended. Our audit of internal control over financial reporting ofWabash National Corporation also did not include an evaluation of the internal control over financial reporting of Walker Group Holdings.In our opinion, Wabash National Corporation maintained, in all material respects, effective internal control over financial reporting as ofDecember 31, 2012, based on the COSO criteria.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), theconsolidated balance sheets of Wabash National Corporation as of December 31, 2012 and 2011, and the related consolidated statements ofoperations and comprehensive income (loss), stockholder’s equity, and cash flows for each of the three years in the period ended December31, 2012 and our report dated February 28, 2013 expressed an unqualified opinion thereon. Ernst & Young LLPIndianapolis, IndianaFebruary 28, 201395  TABLE OF CONTENTSITEM 9B — OTHER INFORMATIONNone.PART IIIITEM 10 — EXECUTIVE OFFICERS OF THE REGISTRANTThe Company hereby incorporates by reference the information contained under the heading “Executive Officers of Wabash NationalCorporation” from Item 1 Part I of this Annual Report.The Company hereby incorporates by reference the information contained under the headings “Section 16(a) Beneficial OwnershipReporting Compliance” or “Election of Directors” from its definitive Proxy Statement to be delivered to stockholders of the Company inconnection with the 2013 Annual Meeting of Stockholders to be held May 16, 2013.Code of EthicsAs part of our system of corporate governance, our Board of Directors has adopted a Code of Business Conduct and Ethics (“Code ofEthics”) that is specifically applicable to our Chief Executive Officer and Senior Financial Officers. This Code of Ethics is available withinthe Corporate Governance section of the Investor Relations page of our website at www.wabashnational.com. We will disclose any waiversfor our Chief Executive Officer or Senior Financial Officers under, or any amendments to, our Code of Ethics by posting such informationon our website at the address above.ITEM 11 — EXECUTIVE COMPENSATIONThe Company hereby incorporates by reference the information contained under the headings “Executive Compensation” and “DirectorCompensation” from its definitive Proxy Statement to be delivered to the stockholders of the Company in connection with the 2013 AnnualMeeting of Stockholders to be held May 16, 2013.ITEM12 — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERSThe Company hereby incorporates by reference the information contained under the headings “Beneficial Ownership of CommonStock” and “Equity Compensation Plan Information” from its definitive Proxy Statement to be delivered to the stockholders of the Companyin connection with the 2013 Annual Meeting of Stockholders to be held on May 16, 2013.ITEM13 — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEThe Company hereby incorporates by reference the information contained under the headings “Election of Directors” and “Related PartyTransactions” from its definitive Proxy Statement to be delivered to the stockholders of the Company in connection with the 2013 AnnualMeeting of Stockholders to be held on May 16, 2013.ITEM 14 — PRINCIPAL ACCOUNTING FEES AND SERVICESInformation required by Item 14 of this form and the audit committee’s pre-approval policies and procedures regarding the engagement ofthe principal accountant are incorporated herein by reference to the information contained under the heading “Ratification of the Appointmentof Independent Registered Public Accounting Firm” from the Company’s definitive Proxy Statement to be delivered to the stockholders of theCompany in connection with the 2013 Annual Meeting of Stockholders to be held on May 16, 2013.PART IVITEM 15 — EXHIBITS AND FINANCIAL STATEMENT SCHEDULES(a)Financial Statements: The Company has included all required financial statements in Item 8 of this Form 10-K. The financialstatement schedules have been omitted as they are not applicable or the required information is included in the Notes to the consolidatedfinancial statements.96  TABLE OF CONTENTS(b)Exhibits: The following exhibits are filed with this Form 10-K or incorporated herein by reference to the document set forth next to theexhibit listed below: 2.01 Purchase and Sale Agreement by and among the Company, Walker Group Holdings LLC and Walker Group Holdings LLC dated as ofMarch 26, 2012(20)3.01 Amended and Restated Certificate of Incorporation of the Company, as amended(15)3.02 Certificate of Designations of Series D Junior Participating Preferred Stock(8)3.03 Amended and Restated Bylaws of the Company, as amended(14)4.01 Specimen Stock Certificate(2)4.02 Rights Agreement between the Company and National City Bank as Rights Agent dated December 28, 2005(9)4.03 Amendment No. 1 to the Rights Agreement dated July 17, 2009(13)4.04 Indenture, dated April 23, 2012 between the Company and Wells Fargo Bank, National Association, as trustee(21)4.05 Supplemental Indenture, dated April 23, 2012 between the Company and Wells Fargo Bank, National Association, as trustee(21)10.01# 1992 Stock Option Plan(1)10.02# 2000 Stock Option Plan(3)10.03# Executive Employment Agreement dated June 28, 2002 between the Company and Richard J. Giromini(4)10.04# Non-qualified Stock Option Agreement dated July 15, 2002 between the Company and Richard J. Giromini(4)10.05 Asset Purchase Agreement dated July 22, 2003(5)10.06 Amendment No. 1 to the Asset Purchase Agreement dated September 19, 2003(5)10.07# 2004 Stock Incentive Plan(6)10.08# Corporate Plan for Retirement — Executive Plan(7)10.09# Amendment to Executive Employment Agreement dated January 1, 2007 between the Company and Richard J. Giromini(10)10.10# Form of Non-Qualified Stock Option Agreement under the 2007 Omnibus Incentive Plan(11)10.11# Form of Restricted Stock Agreement under the 2007 Omnibus Incentive Plan(11)10.12# 2007 Omnibus Incentive Plan, as amended(12)10.13# 2011 Omnibus Incentive Plan(16)10.14# Change in Control Severance Pay Plan(17)10.15+ Credit Agreement, dated June 28, 2011, by and among Wabash National Corporation and certain of its subsidiaries identified on thesignature page thereto, Wells Fargo Capital Finance, LLC, as joint lead arranger, joint bookrunner and administrative agent, and RBSCitizens Business Capital, a division of RBS Citizens, N.A., as joint lead arranger, joint bookrunner and syndication agent and otherlenders and agents named therein(18)10.16 First Amendment to Credit Agreement, dated August 22, 2011, by and among Wabash National Corporation and certain of its subsidiariesidentified on the signature page thereto, Wells Fargo Capital Finance, LLC, as joint lead arranger, joint bookrunner and administrativeagent, and RBS Citizens Business Capital, a division of RBS Citizens, N.A., as joint lead arranger, joint bookrunner and syndicationagent and the other lenders and agents named therein, between the Company and its lenders(19)10.17 Second Amendment to Credit Agreement, dated April 17, 2012, by and among Wabash National Corporation and certain of its subsidiariesidentified on the signature page thereto, Wells Fargo Capital Finance, LLC, as arranger and administrative agent, and other lenders andagents named therein(21)97  TABLE OF CONTENTS10.18 Amended and Restated Credit Agreement, dated May 8, 2012, by and among Wabash National Corporation, certain of its subsidiariesidentified on the signature page thereto, Wells Fargo Capital Finance, LLC as joint lead arranger, joint bookrunner and administrative agent,RBS Citizens Business Capital, a division of RBS Citizens, N.A., as joint lead arranger, joint bookrunner and syndication agent, BMOHarris Bank, N.A., as documentation agent, and the other lenders and agents therein(22)10.19 Amended and Restated General Continuing Guaranty, dated as of May 8, 2012, by each subsidiary of Wabash National Corporation partythereto in favor of Wells Fargo Capital Finance, LLC, as administrative agent for the secured parties under the Amended and Restated CreditAgreement, dated May 8, 2012(22)10.20 Credit Agreement dated as of May 8, 2012, among the Wabash National Corporation, the several lender from time to time party theretoMorgan Stanley Senior Funding, Inc., as administrative agent, joint lead arranger and joint bookrunner, and Wells Fargo Securities, LLC,as joint lead arranger and joint bookrunner(22)10.14 General Continuing Guarantee, dated as of May 8, 2012, by each subsidiary of Wabash National Corporation party thereto in favor ofMorgan Stanley Senior Funding, Inc., as administrative agent for the secured parties under the Credit Agreement, dated May 8, 2012(22)21.01 List of Significant Subsidiaries(23)23.01 Consent of Ernst & Young LLP(23)31.01 Certification of Principal Executive Officer(23)31.02 Certification of Principal Financial Officer(23)32.01 Written Statement of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18U.S.C. Section 1350)(23)101 Interactive Data File Pursuant to Rule 405 of Regulation S-T#Management contract or compensatory plan+Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been filed separately with the SEC.(1)Incorporated by reference to the Registrant's Registration Statement on Form S-1 (No. 33-42810) or the Registrant’s Registration Statement on Form 8-A filedDecember 6, 1995 (item 3.02 and 4.02)(2)Incorporated by reference to the Registrant’s registration statement on Form S-3 (Registration No. 333-27317) filed on May 16, 1997(3)Incorporated by reference to the Registrant’s Form 10-Q for the quarter ended March 31, 2001 (File No. 1-10883)(4)Incorporated by reference to the Registrant’s Form 10-Q for the quarter ended June 30, 2002 (File No. 1-10883)(5)Incorporated by reference to the Registrant’s Form 8-K filed on September 29, 2003 (File No. 1-10883)(6)Incorporated by reference to the Registrant’s Form 10-Q for the quarter ended June 30, 2004 (File No. 1-10883)(7)Incorporated by reference to the Registrant’s Form 10-Q for the quarter ended March 31, 2005 (File No. 1-10883)(8)Incorporated by reference to the Registrant’s Form 8-K filed on December 28, 2005 (File No. 1-10883)(9)Incorporated by reference to the Registrant’s registration statement on Form 8-A12B filed on December 28, 2005 (File No. 1-10883)(10)Incorporated by reference to the Registrant’s Form 8-K filed on January 8, 2007 (File No. 1-10883)(11)Incorporated by reference to the Registrant’s Form 8-K filed on May 24, 2007 (File No. 1-10883)(12)Incorporated by reference to the Registrant’s Form 10-K for the year ended December 31, 2007 (File No. 1-10883)(13)Incorporated by reference to the Registrant’s Form 8-K filed on July 20, 2009 (File No. 1-10883)(14)Incorporated by reference to the Registrant’s Form 8-K filed on August 4, 2009 (File No. 1-10883)(15)Incorporated by reference to the Registrant’s Form 10-Q for the quarter ended September 30, 2011 (File No. 1-10883)(16)Incorporated by reference to the Registrant’s Form 8-K filed on May 25, 2011 (File No. 1-10883)(17)Incorporated by reference to the Registrant’s Form 8-K filed on September 14, 2011 (File No. 1-10883)(18)Incorporated by reference to the Registrant’s Form 8-K filed on June 28, 2011 (File No. 1-10883)(19)Incorporated by reference to the Registrant’s Form 8-K filed on August 22, 2011 (File No. 1-10883)(20)Incorporated by reference to the Registrant’s Form 8-K filed on March 27, 2012 (File No. 001-10883)(21)Incorporated by reference to the Registrant’s Form 8-K filed on April 23, 2012 (File No. 001-10883)(22)Incorporated by reference to the Registrant’s Form 8-K filed on May 14, 2012 (File No 001-10883)(23)Filed herewith98  TABLE OF CONTENTSSIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized. WABASH NATIONAL CORPORATIONFebruary 28, 2013 By:/s/ Mark J. WeberMark J. WeberSenior Vice President and Chief Financial Officer(Principal Financial Officer and PrincipalAccounting Officer)Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons onbehalf of the registrant in the capacities and on the date indicated. Date Signature and TitleFebruary 28, 2013 By:/s/ Richard J. GirominiRichard J. GirominiPresident and Chief Executive Officer, Director(Principal Executive Officer)February 28, 2013 By:/s/ Mark J. WeberMark J. WeberSenior Vice President and Chief Financial Officer(Principal Financial Officer and PrincipalAccounting Officer)February 28, 2013 By:/s/ Martin C. JischkeDr. Martin C. JischkeChairman of the Board of DirectorsFebruary 28, 2013 By:/s/ James D. KellyJames D. KellyDirectorFebruary 28, 2013 By:/s/ John E. KunzJohn E. KunzDirectorFebruary 28, 2013 By:/s/ Larry J. MageeLarry J. MageeDirectorFebruary 28, 2013 By:/s/ Ann D. MurtlowAnn D. MurtlowDirectorFebruary 28, 2013 By:/s/ Scott K. SorensenScott K. SorensenDirector99Exhibit 21.01SUBSIDIARIES OF THE COMPANY ANDOWNERSHIP OF SUBSIDIARY STOCK NAME OF SUBSIDIARY STATE OFINCORPORATION % OF SHARES OWNEDBY THE CORPORATION*Wabash National Trailer Centers, Inc. Delaware 100%Wabash Wood Products, Inc. Arkansas 100%Wabash National, L.P. Delaware 100%Wabash National Manufacturing, L.P. Delaware 100%Wabash National Services, L.P. Delaware 100%Continental Transit Corporation Indiana 100%Transcraft Corporation Delaware 100%Walker Stainless Equipment Co., LLC Delaware 100%Garsite/Progress, LLC Texas 100%Brenner Tank Services, LLC Wisconsin 100%Walker Group Holdings, LLC Texas 100%Bulk Solutions, LLC Texas 100%Brenner Tank LLC Wisconsin 100%Wabash National Holdings, Inc. Delaware 100%Extract Technology Limited United Kingdom 100%Wabash UK Holdings Limited United Kingdom 100%*Includes both direct and indirect ownership by the parent, Wabash National CorporationExhibit 23.01Consent of Independent Registered Public Accounting FirmWe consent to the incorporation by reference in the following Registration Statements:(1)Registration Statement (Form S-3 No. 333-109375) of Wabash National Corporation(2)Registration Statement (Form S-3 No. 333-166406) of Wabash National Corporation(3)Registration Statement (Form S-3 No. 333-168944) of Wabash National Corporation(4)Registration Statement (Form S-3 No. 333-173150) of Wabash National Corporation(5)Registration Statement (Form S-8 No. 333-54714) pertaining to the 2000 Stock Option and Incentive Plan of Wabash NationalCorporation(6)Registration Statement (Form S-8 No. 333-29309) pertaining to the 1992 Stock Option Plan and Stock Bonus Plan of Wabash NationalCorporation(7)Registration Statement (Form S-8 No. 33-49256) pertaining to the 1992 Stock Option Plan of Wabash National Corporation(8)Registration Statement (Form S-8 No. 33-65698) pertaining to the 1993 Employee Stock Purchase Plan of Wabash NationalCorporation(9)Registration Statement (Form S-8 No. 33-90826) pertaining to the Directors and Executives Deferred Compensation Plan of WabashNational Corporation(10)Registration Statement (Form S-8 No. 333-115682) pertaining to the 2004 Stock Incentive Plan of Wabash National Corporation(11)Registration Statement (Forms S-8 No. 333-113157) pertaining to the Non-Qualified Stock Option Agreements for William P. Greubel,Richard J. Giromini and Timothy J. Monahan of Wabash National Corporation(12)Registration Statement (Forms S-8 No. 333-149349) pertaining to the 2011 Omnibus Incentive Plan and the 2007 Omnibus IncentivePlan of Wabash National Corporation(13)Registration Statement (Form S-8 No. 333-178778) pertaining to the 2011 Omnibus Incentive Plan and the 2007 Omnibus Incentive Planof Wabash National Corporationof our reports dated February 28, 2013, with respect to the consolidated financial statements of Wabash National Corporation and theeffectiveness of internal control over financial reporting of Wabash National Corporation, included in this Annual Report (Form 10-K) ofWabash National Corporation for the year ended December 31, 2012./s/ Ernst & Young LLPIndianapolis, IndianaFebruary 28, 2013Exhibit 31.01CERTIFICATIONSI, Richard J. Giromini, certify that:1. I have reviewed this report on Form 10-K of Wabash National Corporation;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periodcovered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in allmaterial respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in thisreport;4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which this report is being prepared;b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed underour supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accounting principles;c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions aboutthe effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;andd) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant'smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant's internal control over financial reporting; and5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalentfunctions):a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; andb) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant'sinternal control over financial reporting.Date: February 28, 2013 /s/ Richard J. GirominiRichard J. GirominiPresident and Chief Executive Officer(Principal Executive Officer)Exhibit 31.02CERTIFICATIONSI, Mark J. Weber, certify that:1. I have reviewed this report on Form 10-K of Wabash National Corporation;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periodcovered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in allmaterial respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in thisreport;4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which this report is being prepared;b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed underour supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accounting principles;c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions aboutthe effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;andd) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant'smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant's internal control over financial reporting; and5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalentfunctions):a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; andb) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant'sinternal control over financial reporting.Date: February 28, 2013 /s/ Mark J. WeberMark J. WeberSenior Vice President and Chief Financial Officer(Principal Financial Officer)Exhibit 32.01Written Statement of Chief Executive Officer and Chief Financial OfficerPursuant to Section 906of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)The undersigned, the Chief Executive Officer and the Senior Vice President, Chief Financial Officer of Wabash National Corporation (the“Company”), each hereby certifies that, to his knowledge, on February 28, 2013:(a)the Form 10K Annual Report of the Company for the year ended December 31, 2012 filed on February 28, 2013, with the Securities andExchange Commission (the “Report”) fully complies with the requirements of Section 13(a) of 15(d) of the Securities Exchange Act of1934; and(b)information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of theCompany. /s/ Richard J. GirominiRichard J. GirominiPresident and Chief Executive OfficerFebruary 28, 2013 /s/ Mark J. WeberMark J. WeberSenior Vice President and Chief Financial OfficerFebruary 28, 2013

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